U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-QSB
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1996
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________________ to __________________
Commission File Number 0-27390
JUNGLE STREET, INC.
(Exact name of small business issuer as specified in its charter)
Utah 87-0368236
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
215 Yakima St., Wenatchee, Washington 98801
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (509) 664-9004
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 [ ] No [X]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by court. Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: As of October 11, 1996,
14,640,745 shares of the Company's Common Stock, par value $.001 per share,
were outstanding.
Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
1
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PART I -- FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheet - September 30, 1996
Consolidated Statements of Income - First Quarters
Ended September 30, 1996 and 1995
Consolidated Statements of Cash Flow - First Quarters
Ended September 30, 1996 and 1995
Notes to Consolidated Financial Statements
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JUNGLE STREET, INC
including the accounts of its wholly-owned subsidiary
Televar Northwest, Inc.
Condensed Balance Sheet
(Unaudited)
September 30, 1996
------------------
ASSETS
Cash and cash equivalents $ 247,900
Accounts receivable, net 133,915
Note Receivable 0
Inventory 33,399
Prepaid Expenses 30,162
Deferred Expenses 72,682
Note Receivable 18,500
Current Portion of LT Notes Receivable 58,525
----------
Total Current Assets 595,083
Net Property and equipment $687,508
Other assets 298,350
Total Assets $1,580,940
LIABILITIES & STOCKHOLDERS' EQUITY
Accounts Payable $709,975
Accrued Liabilities 146,058
Unearned Fees 159,178
Short Term Notes 620,000
Current Portion of LT Debt 106,358
----------
Total Current Liabilities $1,741,569
Long Term Debt 290,263
Other Liabilities 0
Stockholders' equity (450,892)
Total Liabilities and Stockholders' Equity $1,580,940
See accompanying notes to financial statements.
3
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JUNGLE STREET, INC
including the accounts of its wholly-owned subsidiary
Televar Northwest, Inc.
Condensed Statements of Operations
(Unaudited)
Three months ended
September 30,
1996 1995
------------ -----------
Revenues $ 715,687 $ 222,895
Cost of sales $ 386,880 $ 186,711
------------ -----------
Gross profit 328,807 36,184
Selling, general and administrative expenses 526,306 140,203
------------ -----------
Net loss from operations (197,662) (120,730)
Other income 19,662 495
------------ -----------
Net loss $ (197,004) $ (84,358)
------------ -----------
Loss per share (0.03) (0.17)
Weighted Average Number of Shares Outstanding 6,215,098 500,300
See accompanying notes to financial statements.
4
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<TABLE>
<CAPTION>
JUNGLE STREET, INC
including the accounts of its wholly-owned subsidiary
Televar Northwest, Inc.
Statements of Cash Flows
For the Three Month Periods ended September 30, 1996 and 1995
(Unaudited)
Three months ended
September 30,
1996 1995
(Unaudited) (Unaudited)
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES
<S> <C> <C>
Net loss $(197,004) $ (84,358)
Adjustment to reconcile net loss to net cash
used in operating activities:
Depreciation 40,098
(Increase) decrease in receivables (116,268) 25,532
Increase in operating payables 201,889 34,937
--------- ---------
Net cash used for operating activities (71,285) (23,889)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of equipment (201,921) (21,822)
Purchase of leasehold improvements (358)
Payment of deposit on equipment (3,707)
Payments received on short-term notes receivable 1,500
New long term loans receivable (96,500)
Payments received on long-term notes receivable 961
--------- ---------
Net cash used for investing activities (300,025) (21,822)
CASH FLOWS FROM FINANCING ACTIVITIES
Payments made on short-term notes (309,229)
Borrowings on short-term notes 846,066
Payments on long-term debt & capital lease obligations (32,547)
Borrowings on long-term debt & capital lease obligations 105,484
Issuance of common stock 53,269
--------- ---------
Net cash provided by financing activities 609,774 48,336
NET CHANGE IN CASH 2,625 238,464
CASH BALANCE - BEGINNING OF QUARTER 9,435 11,436
CASH BALANCE - END OF QUARTER $ 247,899 $ 14,061
See accompanying notes to financial statements
</TABLE>
5
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<TABLE>
<CAPTION>
NON-CASH FINANCING ACTIVITIES
<S> <C>
Issuance of common stock as payment on short-term debt $ 45
Issuance of additional paid in capital as payment on
short-term debt 44,955
---------
Total non-cash activities $ 45,000
See accompanying notes to financial statements.
</TABLE>
6
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<TABLE>
<CAPTION>
JUNGLE STREET, INC.
including the accounts of its wholly-owned subsidiary
Televar Northwest, Inc.
Statement of Stockholders' Deficit
September 30, 1996
Common Common Additional Stock Accumulated Stockholders'
Shares Stock Paid-in Held in Deficit Deficit
Capital Trust
<S> <C> <C> <C> <C> <C> <C>
Balance, June 30, 1996 1,697,420 $ 1,697 $ 376,057 $(70,000) $ (606,642) $ (298,888)
Issuance of shares in conjunction with
the merger with Televar Northwest,
Inc. at the rate of five shares of Jungle
Street, Inc. stock for one share of 11,818,325 11,818 (11,818) 0
Televar Northwest, Inc. stock
Issued shares in exchange for services 1,125,000 1,125 (1,125) 0
Issued shares for retirement of debt 45,000 45 44,995 45,000
Net loss for the period ended
September 30, 1996 (197,004) (197,004)
Balance, September 30, 1996 14,640,745 $14,685 $ 408,069 $(70,000) $ (803,646) $ (450,892)
</TABLE>
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Note 1 - BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting
principles for interim financial information in accordance with
instructions to Form 10-QSB and Item 310(b) of Regulation S-B. Accordingly,
they do not include all of the information and footnotes required by
generally accepted accounting principles for complete financial statements.
In the opinion of management, all normal adjustments, consisting of normal
recurring accruals, considered necessary for a fair presentation have been
included. Although a Statement of Stockholders' Equity is not required for
interim reporting, it has been included herewith to show the effect of the
merger described in note 2.
The financial statements should be read in conjunction with the
audited financial statements and notes thereto for the year ended June 30
1996, and 1995, which have been provided in their entirety in the Company's
Form 10-KSB. The results of operations for the three-month periods ended
September 30, 1996 and 1995 are not necessarily indicative of the results
to be expected for the full year.
Note 2 - MERGER WITH TELEVAR NORTHWEST, INC.
On August 29, 1996 Jungle Street, Inc. merged with Televar Northwest,
Inc., a Washington corporation. The merger was accomplished by a merger of
a wholly-owned subsidiary of Jungle Street with Televar Northwest, Inc.
Because Jungle Street's assets, liabilities and operations are nominal,
these financial statements include the activity of both Televar Northwest,
Inc. and Jungle Street, Inc., retroactively restated to the beginning of
the period covered herein. The Televar capital stock that was converted
into Jungle Street common stock in the merger was converted based on a
five-for-one conversion ratio.
8
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Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Preliminary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-QSB contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933,
as amended, and Section 21E of the Securities Exchange Act of 1934. Such
statements may include, but are not limited to, projection of revenues,
income, or loss, capital expenditures, plans for product development and
cooperative arrangements, future operations, financing needs or plans of
the Company as well as assumptions relating to the foregoing. The words
"believe," "expect," "anticipate," "estimate," "project," and similar
expressions identify forward-looking statements, which speak only as of the
date the statement was made. Such statements are inherently subject to
risks and uncertainties as further described herein and in the
"Considerations Related to the Company's Business" section of the Company's
Form 10-KSB for the year ended June 30, 1996. The Company's actual results
may differ materially from the results projected in the forward-looking
statements.
Overview
On August 30, 1996, Jungle Street effected a merger between a
wholly-owned subsidiary formed for the purpose of the merger and Televar
Northwest, Inc. ("Televar"), a Washington corporation principally engaged
in the business of Internet access and long distance telecommunications
services (the "Merger"). The shareholders of Televar received 11,593,325
shares of common stock of Jungle Street in the Merger, resulting in the
shareholders of Televar owning an aggregate of 83% of the 13,968,625 shares
of Jungle Street common stock outstanding on the effective date of the
Merger. As a result of the Merger, Televar became a wholly-owned subsidiary
of Jungle Street. The Televar capital stock that was converted into Jungle
Street common stock was converted based on a five-for-one conversion ratio,
which was determined pursuant to arms-length negotiations between Jungle
Street and the management of Televar. In connection with the Merger, Jungle
Street also issued an aggregate of 1,125,000 shares of common stock
(approximately 8% of the outstanding common stock on a post-merger basis)
to certain consultants as compensation for services rendered to Jungle
Street prior to the Merger.
Prior to the Merger, Jungle Street was inactive and had only nominal
assets and liabilities. The financial statements included in this report
include the activity of both Televar and Jungle Street retroactively
restated to the beginning of the periods covered by the financial
statements.
9
<PAGE>
Results of Operations
Revenues for the three months ended September 30, 1996, were $716,000.
Of these revenues, approximately 67% represented Internet access and VAR
fee revenues and approximately 33% represented long distance services.
Revenues for the three months ended September 30, 1995 were $223,000. The
growth in revenues from 1995 to 1996 was due primarily to a significant
increase in Internet access service and VAR fee revenues due to the growth
of the Company's Internet customer base.
Costs of sales for the three months ended September 30, 1996 were
$387,000 compared with costs of sales for the three months ended September
30, 1995 of $187,000. Costs of sales consists primarily of software license
fees and network operating costs, including leased line and local access
charges. Costs of sales decreased as a percentage of revenues from 88% in
1995 to 54% in 1996 primarily due to period-to-period timing differences
only.
Sales, general and administrative costs consist primarily of salaries
and expenses of sales, marketing, administrative and accounting personnel
costs and marketing expenses. Sales, general and administrative costs were
$526,000 for the three months ended September 30, 1996 compared to $140,000
for the three months ended September 30, 1995. The increase in expenses
during the 1996 period resulted primarily from increased personnel and
increased sales and marketing efforts. The Company expects its sales and
marketing expenses to continue to increase in future periods.
Other income was $20,000 for the three months ended September 30, 1995
and $500 for the three months ended September 30, 1996. In the three month
period ended September 30, 1995, other income was comprised primarily of
income received as a result of a settlement of a dispute with one of the
Company's suppliers. The period-to-period decrease in other income was due
to the lump sum payment of the settlement in the 1995 period.
Liquidity
At September 30, 1996, the Company's total current assets were
$595,000 and its total current liabilities were $1,741,000 for a net
working capital deficit of $1,146,000.
The Company has satisfied its cash requirements through a combination
of cash flow from operations, sales of equity securities and borrowings
from banks and other third parties. On September 25, 1996 the Company
entered into a loan agreement with a lender for $500,000 in "bridge"
financing. The loan bears interest at 18% per annum and is secured by all
assets, tangible and intangible, including trade secrets, either now owned
or hereafter acquired, of the Company. Personal guaranties of the
obligations of the Company under the bridge loan were provided by
10
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the Company's Chief Executive Officer and President. The Company is
obligated under the loan to make interest payments of $7,500 on each of
November 1 and December 1, 1996 and January 1, 1997. The entire principal
balance, together with all outstanding accrued interest is due and payable
on or before the earlier of: 1) January 1, 1997 or 2) the closing of an
offering of common stock and/or warrants in an amount greater than
$2,000,000. However, the Company may, at its option, extend the due date up
to April 1, 1997, if the Company is not in default under any of the terms
or conditions of the agreement, and the Company pays, in addition to
interest due, an extension fee of 1%, 1.5%, and 2% of the then outstanding
balance, respectively, on or before January 1, 1997, February 1, 1997,
March 1, 1997.
The Company currently is in default with respect to payments due to a
third party under a $20,000 promissory note that the Company issued in
April 1996. All principal and interest under the note was due in October
1996. The note is convertible at the option of the holder into common stock
of the Company at $2.50 per share.
The Company currently does not have a line of credit in place with a
commercial lender.
The Company expects that the proceeds from recent offerings and
borrowings, together with cash from operations, will be sufficient to fund
budgeted operations for the immediate future only. The Company expects to
require additional financing in order to fund its operating plan and budget
and is currently in discussions with several potential equity financing
sources. There is no assurance, however, that these discussions will result
in additional equity capital on terms that are favorable to the Company or
that additional financing will be available to the Company from other
sources. If the Company is unable to raise additional capital, the
Company's ability to continue operations may be adversely affected.
Item 5. Other Information
On November 16, 1994, the Company entered into an agreement with
Association Communications, Inc. ("ACI"), a tariffed long distance reseller
based in Seattle, Washington, pursuant to which the Company was granted the
right to serve as exclusive distributor of ACI's long distance services in
Eastern Washington. On September 11, 1996, ACI notified the Company that
ACI was terminating the agreement in accordance with its terms, effective
November 16, 1996. ACI has offered to negotiate a new long distance
distribution agreement with the Company. The Company currently is
negotiating with several other long distance carriers in order to continue
marketing long distance telecommunications services.
11
<PAGE>
SIGNATURES
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.
JUNGLE STREET, INC.
Date: November 14, 1996 /s/ Mark D. Hamilton
--------------------------------------------
Mark D. Hamilton, President and Principal
Financial and Accounting Officer
12
<PAGE>
EXHIBIT INDEX
Exhibit Sequential
Number Description Page
27 Financial Data Schedule
13
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This Schedule contains summary financial information extracted from the
unaudited consolidated financial statements of Jungle Street, Inc., for the
quarter ended September 30, 1996, and is qualified in its entirety by
reference thereto.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-END> SEP-30-1996
<CASH> 247,900
<SECURITIES> 0
<RECEIVABLES> 397,596
<ALLOWANCES> 38,642
<INVENTORY> 33,399
<CURRENT-ASSETS> 595,083
<PP&E> 800,298
<DEPRECIATION> 112,791
<TOTAL-ASSETS> 1,580,940
<CURRENT-LIABILITIES> 1,741,569
<BONDS> 290,263
0
0
<COMMON> 14,685
<OTHER-SE> (465,577)
<TOTAL-LIABILITY-AND-EQUITY> 1,580,940
<SALES> 0
<TOTAL-REVENUES> 715,687
<CGS> 0
<TOTAL-COSTS> 386,880
<OTHER-EXPENSES> 526,306
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 28,847
<INCOME-PRETAX> (197,004)
<INCOME-TAX> 0
<INCOME-CONTINUING> (197,004)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (197,004)
<EPS-PRIMARY> (0.03)
<EPS-DILUTED> (0.03)
</TABLE>
