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FORM 10-QSB
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended JUNE 27, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________________ to ________________________
Commission File No. 333-5190-A
THRIFT MANAGEMENT, INC.
- --------------------------------------------------------------------------------
(Exact Name of Small Business Issuer as Specified in Its Charter)
FLORIDA 65-0309540
- ------------------------------ ------------------------
State or Other Jurisdiction of I.R.S. Employer I.D. No.
Incorporation or Organization
3141 W. Hallandale Beach Boulevard
Hallandale, Florida 33009
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices)
Issuer's telephone number, including area code: 954-985-8430
Check whether the Issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports) and (2)
has been subject to such filing requirements for the past 90 days.
YES [X] NO [ ]
State the number of shares outstanding of each of the Issuer's classes
of common equity as of the latest practical date: At August 10, 1999, there were
outstanding 2,200,710 shares of Common Stock, $.01 par value.
Transitional Small Business Disclosure Format: YES [ ] / NO [X]
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THRIFT MANAGEMENT, INC. AND SUBSIDIARIES
TABLE OF CONTENTS
PAGE
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PART I. FINANCIAL INFORMATION ....................................................................... 2
Item 1. Financial Statements ........................................................................ 2
Consolidated Balance Sheet as of June 27, 1999 (unaudited) ........................................... 2
Consolidated Statements of Operations for the Three Months and Six Months ended June 27, 1999 and
June 28, 1998 (unaudited) ................................................................... 3
Consolidated Statements of Cash Flows for the Six Months ended June 27, 1999 and June 28, 1998
(unaudited) ................................................................................. 4
Notes to Consolidated Financial Statements (unaudited) ............................................... 5
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations ....... 7
PART II OTHER INFORMATION ........................................................................... 11
Item 2. Changes in Securities ....................................................................... 11
Item 5. Other Information ........................................................................... 11
Item 6. Exhibits and Reports on Form 8-K ............................................................ 11
SIGNATURE ............................................................................................ 12
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PART I FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
THRIFT MANAGEMENT, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
June 27, 1999
-------------
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 422,406
Merchandise inventories 472,991
Prepaid expenses 178,409
Refundable income taxes 67,951
Advances to stockholder 31,578
-----------
TOTAL CURRENT ASSETS 1,173,335
EQUIPMENT, FIXTURES AND IMPROVEMENTS, net 943,046
DEFERRED TAX ASSETS 394,867
OTHER ASSETS 102,256
-----------
TOTAL ASSETS $ 2,613,504
===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable 219,758
Accrued expenses 187,436
-----------
TOTAL CURRENT LIABILITIES 407,194
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Preferred stock: $.01 par value, authorized 1,500,000
shares, issued and outstanding 250,000 shares 2,500
Common stock: $.01 par value, authorized 15,000,000
shares, issued and outstanding 2,185,700 shares 21,857
Additional paid-in capital 3,044,554
Accumulated deficit (862,601)
-----------
TOTAL STOCKHOLDERS' EQUITY 2,206,310
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TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 2,613,504
===========
See accompanying notes to consolidated financial statements.
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THRIFT MANAGEMENT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended Six Months Ended
------------------------------- -------------------------------
June 27, 1999 June 28, 1998 June 27, 1999 June 28, 1998
------------- ------------- ------------- -------------
Net sales $ 2,273,741 $ 2,150,732 $ 4,810,365 $ 4,401,205
Cost of goods sold 1,439,039 1,379,747 3,005,168 2,620,297
----------- ----------- ----------- -----------
GROSS PROFIT 834,702 770,985 1,805,197 1,780,908
Selling, general and administrative
expenses 942,574 962,989 1,995,404 1,839,821
Officer's bonus incentive 22,702 21,521 48,559 44,022
----------- ----------- ----------- -----------
TOTAL OPERATING EXPENSES 965,276 984,510 2,043,963 1,883,843
----------- ----------- ----------- -----------
(LOSS) FROM OPERATIONS (130,574) (213,525) (238,766) (102,935)
Interest expense -- 72 -- 308
Interest income (10,207) (27,396) (17,164) (58,629)
----------- ----------- ----------- -----------
(LOSS) BEFORE INCOME
TAX (BENEFIT) (120,367) (186,201) (221,602) (44,614)
Income tax (benefit) (45,294) (70,372) (83,389) (16,788)
----------- ----------- ----------- -----------
NET (LOSS) $ (75,073) $ (115,829) $ (138,213) $ (27,826)
=========== =========== =========== ===========
(Loss) per share:
Basic:
Net (loss) $ (0.03) $ (0.05) $ (0.06) $ (0.01)
=========== =========== =========== ===========
Diluted:
Net (loss) $ (0.03) $ (0.05) $ (0.05) $ (0.01)
=========== =========== =========== ===========
Weighted average number of shares:
Basic 2,185,700 2,155,000 2,185,700 2,150,000
=========== =========== =========== ===========
Diluted 2,709,476 2,201,500 2,709,476 2,196,500
=========== =========== =========== ===========
See accompanying notes to consolidated financial statements.
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THRIFT MANAGEMENT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Months Ending
---------------------------
June 27, June 28,
1999 1998
--------- -----------
Cash flows from operating activities:
Net (loss) $(138,213) $ (27,826)
Adjustments to reconcile net (loss) to
net cash used in operating activities:
Depreciation and amortization 79,539 45,245
Loss on sale of equipment -- 3,505
Payment of consulting expenses with common stock 30,375
Deferred income tax (benefit) (83,389) (16,800)
Changes in current assets and liabilities
(Increase) in merchandise inventories (45,813) (15,542)
Decrease (Increase) in prepaid expenses and other assets 63,860 (169,263)
(Increase) in prepaid income taxes (56,972)
(Decrease) Increase in accounts payable (122,220) 47,824
Increase in accrued expenses (6,234) (7,016)
Decrease in refundable income taxes 42,400
Increase in accrued income taxes -- (28,016)
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Total adjustments (71,857) (166,660)
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NET CASH (USED IN) OPERATING ACTIVITIES (210,070) (194,486)
--------- -----------
Cash flows from investing activities:
Purchase of property and equipment (139,563) (157,124)
--------- -----------
NET CASH (USED IN) INVESTING ACTIVITIES (139,563) (157,124)
--------- -----------
Cash flows from financing activitities:
Advances to stockholder, net 31,578 31,578
Warrants exercised 16,050 --
Warrants redeemed (148,930) --
Principal payments on notes payable -- (9,717)
--------- -----------
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES (101,302) 21,861
--------- -----------
NET (DECREASE) IN CASH (450,935) (329,749)
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD 873,341 2,202,539
--------- -----------
CASH AND CASH EQUIVALENTS - END OF PERIOD $ 422,406 $ 1,872,790
========= ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION:
Cash paid during the period for:
Interest $ -- $ 308
========= ===========
Income taxes $ -- $ 80,000
========= ===========
See accompanying notes to consolidated financial statements.
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THRIFT MANAGEMENT, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(1) BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been
prepared in accordance with the instructions to Form 10-QSB and do not
include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. However, such
information reflects all adjustments (consisting solely of normal recurring
adjustments), which are, in the opinion of management, necessary for a fair
statement of results for the interim periods.
The results of operations for the six months ended June 27, 1999 are not
necessarily indicative of the results to be expected for the full year.
These statements should be read in conjunction with the consolidated
financial statements and notes thereto included in the Form 10-KSB for the
year ended December 27, 1998 of Thrift Management, Inc. (the "Company").
(2) ORGANIZATION
The consolidated financial statements at June 27, 1999 and June 28, 1998
include the accounts of the Company, Hallandale Thrift Management, Inc.
("HTMI"), Thrift Shops of South Broward, Inc. ("TSSB"), Thrift Shops of
West Dade, Inc. ("TSWD"), Hallandale Thrift, Inc. ("HTI"), North Broward
Consignment, Inc. ("NBCI"), Thrift Shops of North Lauderdale, Inc.
("TSNL"), Thrift Retail, Inc. ("TRI"), Thrift Management Canada, Inc.
("TMCI"), Thrift Export, Inc. ("TEI"), Thrift Holdings, Inc. ("THI") and
e-Collectiables-art.com, Inc. ("ECACI") (HTMI, TSSB, TSWD, HTI, NBCI,
TSNL, TRI, TMCI, TEI, THI and ECACI are collectively referred to herein as
the "Subsidiaries"). All significant intercompany accounts and transactions
have been eliminated for financial statement presentation purposes.
(3) STOCKHOLDERS' EQUITY
During December 1998, the Company reduced the exercise price on its
1,500,000 redeemable warrants from $5.00 to $1.50 per warrant. A total of
10,700 warrants were exercised at $1.50 per share and the remaining
warrants were redeemed by the Company for $.10 per warrant.
On June 15, 1998, the Company issued 30,000 shares of its restricted Common
Stock to a business consultant in payment for services rendered to the
Company. Such restricted Common Stock was valued at $30,374.
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(4) CHANGE IN ACCOUNTING PERIODS
In 1998, the Company adopted a 52/53 week retail reporting calendar,
whereby all accounting periods end on a Sunday.
(5) CASH AND CASH EQUIVALENTS
At June 27, 1999, the Company had cash and investments in various bank
money market accounts and non-operating accounts with an aggregate value of
$355,810.
(6) STOCK OPTION PLAN
In 1999, the Company granted a total of 12,000 stock options to its
Directors under the Company's 1996 Stock Option Plan at exercise prices
equal to the fair market value of the Common Stock at the date of the
grant. These options generally vest over the next four years and expire not
later than 2009.
In July 1999, a total of 15,010 stock options were exercised by a former
Director of the Company.
(7) COMMITMENTS
In April 1998, the Company entered into a five-year lease for a new store
location in Pompano Beach in Broward County, Florida. The lease provides
for minimum monthly rental payments of approximately $4,000 and contains
two renewal options for five years each under substantially the same terms
and conditions.
In October 1998, the Company entered into a five-year lease for a new store
location in Orlando in Orange County, Florida. The lease provides for
minimum monthly rental payments of approximately $8,550 and contains two
renewal options for five years each under substantially the same terms and
conditions.
As part of the Company's program of operating manned donation trailers as
an additional new source of donated merchandise, the Company has entered
into monthly rental agreements to rent space in parking lots of shopping
centers. At the end of the second quarter of 1999, the Company operated
twelve manned donation trailers with five operating under monthly
agreements with monthly rental payments totaling approximately $1,000.
In January 1999, the Company's Board of Directors approved the prepayment
of up to $155,266 of future bonuses of the Company's President, subject to
the agreement of the President to pay interest on the amount prepaid at the
annual rate of 8.0% payable by December 31, 2000. Prepaid expenses as of
June 27, 1999 include $107,346 in prepaid bonus payments to the Company's
President.
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Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following is an analysis of the results of operations of Thrift
Management, Inc. and Subsidiaries (collectively, the "Company") and its
liquidity and capital resources. The Company cautions readers that certain
important factors may affect the Company's actual results and could cause such
results to differ materially from any forward-looking statements that may be
deemed to have been made in this Report or that are otherwise made by or on
behalf of the Company. For this purpose, any statements contained in this Report
that are not statements of historical fact may be deemed to be forward-looking
statements which involve risks and uncertainties. Without limiting the
generality of the foregoing, words such as "may," "expect," "believe,"
"anticipate," "intend," "could," "estimate," or "continue" or the negative or
other variations thereof or comparable terminology are intended to identify
forward-looking statements. These risks include: risks of increases in the costs
of the Company's merchandise and the continued availability of suitable
merchandise; the Company's relationship with its suppliers, licensors and
contributors; changes in preferences of customers; competitive and general
economic factors in the markets where the Company sells and collects goods; the
impact of and changes in government regulations such as restrictions or
prohibitions relating to the contribution of charitable goods; and other factors
discussed herein or from time to time in the Company's filings with the
Securities and Exchange Commission.
The following discussion and analysis should be read in conjunction
with the consolidated financial statements and the related notes thereto of the
Company included elsewhere herein.
GENERAL
The Company was organized in July 1991 for the purpose of managing the
operation of retail thrift stores that offer new and used articles of clothing,
furniture, miscellaneous household items and antiques. HTMI is registered with
the State of Florida as a professional solicitor. The Company obtains its
merchandise primarily from two sources: (i) purchase contracts with charitable
organizations and (ii) various independent contract collectors from whom the
Company purchases merchandise in bulk.
Items from the stores that remain unsold are sold in bulk to exporters,
which ship the items to countries throughout the Caribbean, Central and South
America, and Eastern Europe. Through its subsidiaries, the Company currently
operates seven retail stores. HTMI is responsible for the solicitation of
donations on behalf of the charities through direct mailings, newspaper
advertising and telemarketing. HTMI is, in addition, responsible for the pickup
of the donated merchandise throughout the communities surrounding the Company's
stores.
In January 1998, the Company adopted a 52/53 week retail reporting
calendar, whereby all accounting periods end on a Sunday.
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RESULTS OF OPERATIONS - FOR THE THREE MONTHS ENDED JUNE 27, 1999 AND JUNE 28,
1998.
Revenues for the second quarter ended June 27, 1999 and June 28, 1998
totaled $2,273,741 and $2,150,732, respectively. Sales increased $123,009 or
5.7%, for the 1999 quarter as compared to the 1998 quarter. The sales increase
resulted from the opening of the Company's sixth store in Pompano Beach, Florida
in August 1998 and the Company's seventh store in Orlando, Florida in February
1999. The retail same-store sales for the quarter decreased 2.3%, as compared to
1998 and rag sales for the quarter decreased 40.2%, as compared to 1998
resulting in a decrease in total same-store sales of 5.5% for the quarter.
Economic and political conditions in the overseas markets that purchase
rags have caused the export market for rags to remain relatively weak, although
it has somewhat improved since the end of 1998. As a result, the Company sold
rags in the second quarter of 1999 for approximately $0.11 per pound as compared
to approximately $0.13 per pound in the second quarter of 1998, both of which
were down from $0.20 per pound in 1997. Although the average rag prices were
$0.11 per pound in the second quarter of 1999, up from $0.09 in the first
quarter of 1999, the Company believes that economic and political conditions in
the overseas markets that purchase rags will result in a continued relatively
weak export market for rags.
The Company's gross profit for the second quarter of 1999 increased
$63,717 or 8.3%, to $834,702 from $770,985 for the second quarter of 1998. This
increase in gross profit dollars and the gross profit margin from 35.8% in the
second quarter of 1998 to 36.7% in the second quarter of 1999 is attributable to
the decrease in the cost of goods sold. This decrease was due primarily to the
expansion of the Company's solicitation efforts, which the Company believes is
now showing results as the Company reduced its merchandise purchased from
independent contract collectors by 42.4% in the second quarter of 1999 as
compared to the second quarter of 1998. Accordingly, cost of goods sold, as a
percentage of sales, decreased 0.9 percentage points to 63.3% for the second
quarter of 1999 as compared to 64.2% for the second quarter of 1998.
The Company is continuing its efforts to reduce its dependence on
purchased merchandise by continuing to develop its network of attended donation
trailers and by continuing to develop its phone solicitation division to
increase the Company's sources of donated merchandise. The Company is also
adjusting its pricing and promotional strategies, in an effort to maximize its
sales and growth profit margin, thereby improving the Company's operating
results.
Operating expenses for the second quarter of 1999 decreased $19,234 or
2.0%, to $965,276 from $984,510 for the second quarter of 1998. The operating
expenses increased $49,126 for the Company's sixth store in Pompano Beach,
Florida, which opened in August 1998, and $50,912 for the Company's seventh
store in Orlando, Florida, which opened in February 1999. However, these new
store expenses were offset by a $96,838 reduction in the corporate overhead and
by a $22,434 reduction in the other five stores' operating expenses. The Company
is also actively working to control and to further reduce its operating expenses
to improve its operating results.
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RESULTS OF OPERATIONS - FOR THE SIX MONTHS ENDED JUNE 27, 1999 AND JUNE 28,
1998.
Revenues for the six months ended June 27, 1999 and June 28, 1998
totaled $4,810,365 and $4,401,205, respectively. Sales increased $409,160 or
9.3% for the 1999 six month period as compared to the 1998 six month period. The
sales increase resulted from the opening of the Company's sixth store in Pompano
Beach, Florida in August 1998 and the Company's seventh store in Orlando,
Florida in February 1999. The retail same-store sales for the six months
increased 1.0%, as compared to 1998 and rag sales for the six months decreased
37.4%, as compared to 1998 resulting in a decrease in total same-store sales of
2.1% for the six months as compared to 1998.
Economic and political conditions in the overseas markets that purchase
rags have caused the export market for rags to remain relatively weak, although
it has somewhat improved since the end of 1998. As a result, the Company sold
rags in the first six months of 1999 for approximately $0.10 per pound as
compared to approximately $0.13 per pound in the first six months of 1998.
Although the average rag prices were $.11 per pound in the second quarter of
1999, up from $.09 in the first quarter of 1999, the Company believes that
economic and political conditions in the overseas markets that purchase rags
will result in a continued relatively weak export market for rags.
The Company's gross profit for the first six months of 1999 increased
$24,289 or 1.4%, to $1,805,197 from $1,780,908 for the first six months of 1998.
The decline in the gross profit margin from 40.5% in the first six months of
1998 to 37.5% in the first six months of 1999 is attributable to the increase in
the cost of goods sold. This increase was due primarily to the expansion of the
Company's solicitation efforts, which the Company now believes is showing
results as the Company reduced its merchandise purchased from independent
contract collectors by 42.4% in the second quarter of 1999 as compared to the
second quarter of 1998 and 31.2% in the first six months of 1999 as compared to
the first six months of 1998. Although cost of goods sold, as a percentage of
sales, increased 3.0 percentage points to 62.5% for the first six months of 1999
as compared to 59.5% for the first six months of 1998, cost of goods sold, as a
percentage of sales, decreased as described above in the section "Results of
Operations for the three months ended June 27, 1999 and June 28, 1998."
The Company is continuing its efforts to reduce its dependence on
purchased merchandise by continuing to develop its network of attended donation
trailers and by continuing to develop its phone solicitation division to
increase the Company's sources of donated merchandise. The Company is also
adjusting its pricing and promotional strategies, in an effort to maximize its
sales and growth profit margin, thereby improving the Company's operating
results.
Operating expenses for the first six months of 1999 increased $160,120
or 8.5%, to $2,043,963 from $1,883,843 for the six months of 1998. The operating
expenses increased $95,547 for the Company's sixth store in Pompano Beach,
Florida, which opened in August 1998, and $130,488 for the Company's seventh
store in Orlando, Florida, which opened in February 1999. However, these new
store expenses were offset partially by a $32,989 reduction in the corporate
overhead and by a $32,926 reduction in the other five stores' operating
expenses. The Company is also actively working to control and to further reduce
its operating expenses to improve its operating results.
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LIQUIDITY AND CAPITAL RESOURCES
At June 27, 1999, the Company had working capital of $766,141, as
compared to working capital of $2,211,220 at June 28, 1998.
Cash and cash equivalents at June 27, 1999 totaled $422,406, a decrease
of $450,935, as compared to $873,341 at December 27, 1998. Net cash used in
operating activities totaled $210,070 for the six months ending June 27, 1999,
as compared to $194,486 used in operating activities for the six months ending
June 28, 1998. The cash used in the purchase of property and equipment totaled
$139,563 and cash used in financing activities totaled $101,302, which was
primarily the redemption of common stock warrants. The Company believes that its
current capital resources, together with the expected cash flow from its
operations, will be sufficient to meet its anticipated working capital
requirements through 1999. There can be no assurances, however, that such will
be the case.
The Company is currently seeking sources of additional capital for
general corporate purposes as well as the start-up of its new subsidiary,
eCollectibles-art.com, Inc. There can be no assurance that the Company will be
able to obtain additional capital upon terms acceptable to it or that the amount
obtained will be sufficient for the needs of the Company. If the Company is not
successful in obtaining additional capital, it could have a material adverse
impact on the Company.
INFLATION AND SEASONALITY
Although the Company cannot accurately determine precisely the effects
of inflation, management does not believe that inflation currently has a
material effect on the Company's sales or results of operations.
The Company's operations are located in South Florida, which has
numerous part-time residents during the winter. The Company's results of
operations reflect the seasonable nature of this market, with donations and
sales of merchandise being higher in the winter months.
YEAR 2000
The Company, using an outside consultant believes that it has completed
all of the computer software upgrades for the year 2000 as instructed by the
various software vendors used by the Company. All computer hardware has been
tested for the year 2000. The Company currently believes it is ready for the
year 2000, and does not believe this issue will have a significant effect on its
results of operations.
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PART II OTHER INFORMATION
Item 2. CHANGES IN SECURITIES
At the end of the quarter, the Company granted options to purchase an
aggregate of 5,000 shares of the Company's common stock to the Company's outside
director, pursuant to the Company's 1996 Stock Option Plan. The options are
exercisable at an exercise price of $4.625 per share, which was the fair market
value of the common stock on the date of grant. The options expire on June 30,
2004. The grant of options was exempt from registration pursuant to Section 4(2)
of the Securities Act of 1933, as amended.
Item 5. OTHER INFORMATION
On May 27, 1999 the Company formed a new subsidiary,
eCollectibles-art.com, Inc., to establish a web site/auction site in the
antiques, collectible and art auction market, offering merchandise for sale from
the Company's stores and other industry sources through sale and live auction
bidding. The Company currently plans to begin operation of selling and
auctioning on the internet in the fourth quarter of 1999. The Company is
currently seeking sources of capital to fund the development and the start-up of
this new subsidiary. There can be no assurance that the Company will be able to
obtain additional capital or that the amount obtained will be sufficient.
Further, there can also be no assurance that the Company will be able to
successfully and profitably expand into this highly competitive business.
Stephen H. Bittel, A Director of the Company since December 1997,
resigned as a Director in May 1999 due to the time constraints as President and
Chief Executive Officer of Terranova Corporation and his other business
ventures.
Howard L. Rothchild was elected a Director of the Company in June 1999.
Mr. Rothchild is President of JES/Comm, Inc., a marketing consultant, who
provides services to the Company. He is also Director of Business Development of
Gold Coast Advertising, Inc., a full service advertising agency in Miami,
Florida. Mr. Rothchild has over 30 years experience in marketing and
advertising. He was a founding Director of the Big Brothers chapter in
Pittsburgh, Pennsylvania, and is a Director of Little Acorns, a non-profit
family and children programs organization in Miami, Florida. He received his
B.S. from University of Vermont, and his M.A. in Advertising from the University
of Pittsburgh.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
11 Statement re: computation of per share earnings
27 Financial Data Schedule (for SEC use only)
(b) Reports on Form 8-K: None
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SIGNATURE
In accordance with the requirements of the Exchange Act, the Registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
THRIFT MANAGEMENT, INC.
By: /s/ Marc Douglas
-------------------------------------------
Marc Douglas, President and Chief Executive
Officer (Principal Executive Officer)
By: /s/ Stephen L. Wiley
-------------------------------------------
Stephen L. Wiley, Chief Financial Officer
(Principal Financial Officer)
Dated: August 10, 1999
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