U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-QSB/A
Amendment Number 2
[X] Quarterly Report Under Section 13 or 15(d) of
The Securities Exchange Act of 1934 For The
Quarterly Period Ended June 30, 1998.
[ ] Transition Report Under Section 13 or 15(d) of The
Securities Exchange Act of 1934
For the Transition Period from ________ to ________
Commission File Number 1-14478
ROOM PLUS, INC.
(Exact name of small business issuer as specified in its charter)
New York 11-2622051
------------------------------ -----------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
91 Michigan Avenue
Paterson, NJ 07503
(Address of principal executive offices)
(973) 523-4600
(Issuer's telephone number, including area code)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 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 [ ]
The number of shares outstanding of the Issuer's Common Stock
$.00133 par value, as of August 13, 1998 was 4,385,000.
The number of the Issuer's Common Stock Purchase Warrants
outstanding as of August 13, 1998 was 2,530,000.
Transitional small business disclosure format:
Yes [X] No [ ]
<PAGE>
ROOM PLUS, INC.
Form 10-QSB/A
This Form 10-QSB/A amends the following item of the Company's Quarterly Report
on Form 10-QSB previously filed with the Securities and Exchange Commission on
August 14, 1998.
INDEX
<TABLE>
<CAPTION>
Part I FINANCIAL INFORMATION PAGE
<S> <C> <C>
Item 1. Financial Statements
Balance Sheets as of June 30, 1998 and December 31, 1997 3
Statements of Operations for the three and six months ended
June 30, 1998 and 1997 4
Statements of Cash Flows for the six months ended
June 30, 1998 and 1997 5
Notes to Financial Statements 6
Item 2. Management's Discussions and Analysis of
Financial Condition and Results of Operations 7
Part II OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit Index 9
Signatures 12
</TABLE>
2
<PAGE>
ROOM PLUS, INC.
BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
June 30 December 31
1998 1997
------------ ------------
(Restated)
<CAPTION>
<S> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents.................................................... $ 207,070 $ 185,843
Accounts receivable.......................................................... 108,928 67,685
Inventories.................................................................. 2,017,426 1,904,326
Notes receivable, officers................................................... 12,000 12,400
Prepaid expenses............................................................. 350,413 492,555
Deferred income taxes........................................................ 133,500 134,500
------------ ------------
Total Current Assets...................................................... 2,829,337 2,797,309
------------ ------------
Property and Equipment, net..................................................... 1,569,319 1,804,303
------------ ------------
Other Assets
Security deposits and deferred charges....................................... 173,874 249,474
Deferred income taxes........................................................ 1,144,500 1,038,500
Notes receivable, officers................................................... 175,085 177,965
------------ ------------
1,493,459 1,465,939
------------ ------------
$5,892,115 $6,067,551
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Current portion of long-term debt............................................ $ 179,491 $ 212,791
Notes payable................................................................ -- 400,070
Due to related companies..................................................... 343,837 258,770
Accounts payable and accrued expenses........................................ 1,703,605 1,604,047
Sales taxes payable.......................................................... 194,551 108,475
Customer deposits and other advances......................................... 388,504 528,517
------------ ------------
Total Current Liabilities................................................. 2,809,988 3,112,670
------------ ------------
Long-Term Debt, less current portion............................................ 1,020,365 447,857
------------ ------------
Stockholders' Equity
Common stock; authorized, 10,000,000 shares; $.00133 par value;
4,385,000 shares issued and outstanding.................................... 5,832 5,832
Additional paid-in capital................................................... 6,512,645 6,512,645
Deficit...................................................................... (4,456,715) (4,011,453)
------------ ------------
2,061,762 2,507,024
------------ ------------
$5,892,115 $6,067,551
============ ============
</TABLE>
3
<PAGE>
ROOM PLUS, INC.
STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended Three Months Ended
June 30 June 30
--------------------------------------------------------------
1998 1997 1998 1997
-------------- -------------- -------------- --------------
(Restated) (Restated)
<S> <C> <C> <C> <C>
Revenues............................................. $9,004,211 $7,282,992 $4,444,277 $3,856,966
Cost of goods sold................................... 3,963,748 3,019,522 1,956,417 1,564,315
---------- ---------- ---------- ----------
Gross profit......................................... 5,040,463 4,263,470 2,487,860 2,292,651
---------- ---------- ---------- ----------
Expenses
Selling........................................... 4,569,048 4,478,822 2,278,503 2,219,726
General and administrative........................ 1,015,798 1,449,349 507,723 813,712
---------- ---------- ---------- ----------
5,584,846 5,928,171 2,786,226 3,033,438
---------- ---------- ---------- ----------
Loss from operations................................. (544,382) (1,664,701) (298,366) (740,787)
---------- ---------- ---------- ----------
Other income (expenses)
Interest income................................... 5,562 39,694 5,562 11,115
Interest expense.................................. (61,284) (50,794) (31,738) (28,179)
Miscellaneous income (expense).................... 49,842 (3,314) 47,985 ( 4,514)
---------- ---------- ---------- ----------
(5,880) (14,414) 21,809 (21,578)
---------- ---------- ---------- ----------
Loss before income
tax benefits...................................... (550,262) (1,679,115) (276,557) (762,365)
Income tax benefits.................................. (105,000) (746,966) (60,000) (312,725)
---------- ---------- ---------- ----------
Net Loss............................................. $ (445,262) $ (932,149) $ (216,557) $ (449,640)
========== ========== ========== ==========
Weighted average common shares outstanding........... 4,385,000 4,385,000 4.385.000 4,385,000
========== ========== ========== ==========
Basic and diluted loss per share..................... $ (.10) $ (.21) $ (.05) $ (.10)
========== ========== ========== ==========
</TABLE>
4
<PAGE>
ROOM PLUS, INC.
STATEMENTS OF CASH FLOW
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
June 30
1998 1997
(Restated)
<S> <C> <C>
Cash Flows from Operating Activities
Net loss.......................................................... $ (445,262) $ (932,149)
Adjustments to reconcile net loss to net
cash used in operating activities
Depreciation................................................... 133,644 107,513
Deferred income taxes.......................................... (105,000) (748,523)
(Increase) decrease in operating assets
Accounts receivable............................................ (41,243) (37,965)
Inventories.................................................... (113,100) (334,483)
Prepaid expenses............................................... 142,142 (108,404)
Deferred charges............................................... 62,100 77,909
Increase (decrease) in operating liabilities
Accounts payable, accrued expenses and
other liabilities............................................ 44,612 (65,079)
Sales taxes payable............................................ 86,076 15,795
----------- ----------
Net cash used in operating activities.......................... (236,031) (2,025,386)
----------- ----------
Cash Flows from Investing Activities
Purchases of property and equipment............................... (56,693) (853,412)
Disposal of leasehold improvements................................ 158,033 --
Net loans (to) from certain shareholders.......................... 3,280 38,422
Increase in investments........................................... -- (100,000)
(Increase) decrease in security deposits and other assets......... 13,500 (5,636)
----------- ----------
Net cash provided by (used in) investing activities........... 118,120 (920,626)
----------- ---------
Cash Flows from Financing Activities
Net proceeds (repayment) of short-term debt....................... 539,208 (43,374)
Net proceeds (repayment) of long-term debt........................ (400,070) 410,088
----------- ----------
Net cash provided by financing activities...................... 139,138 366,714
----------- ----------
Net increase (decrease) in cash...................................... 21,227 (2,579,298)
Cash, beginning of period............................................ 185,843 3,178,088
----------- ----------
Cash, end of period.................................................. $ 207,070 $ 598,790
=========== ==========
</TABLE>
5
<PAGE>
ROOM PLUS, INC.
Notes to Financial Statements
Note 1: Basis of Presentation
The accompanying unaudited financial statements, which are for
interim periods, do not include all disclosures provided in the
annual financial statements. These unaudited financial statements
should be read in conjunction with the financial statements and
footnotes thereto contained in the Annual Report on Form 10-KSB for
the year ended December 31, 1997 of Room Plus, Inc. (the
"Company"), as filed with the Securities and Exchange Commission.
In the opinion of management of the Company, the accompanying
unaudited financial statements contain all adjustments (which
include only normal recurring adjustments) necessary in order to
make the balance sheets, statements of operations and deficit and
statements of cash flow not misleading.
The results of operations for the six-month period ended June 30,
1998, are not necessarily indicative of the operating results to be
expected for the full year.
Note 2: Inventories
Inventories are stated at the lower of cost determined by the
first-in, first-out method or market and consist of the following
<TABLE>
<CAPTION>
June 30 December 31
1998 1997
---------- -----------
<S> <C> <C>
Finished goods $1,527,001 $1,451,814
Work in process 52,867 25,258
Raw materials 437,558 427,254
---------- ----------
$2,017,426 $1,904,326
========== ==========
</TABLE>
Note 3: Subsequent Events
On June 11, 1998, the Company obtained extensions of two loans from
individuals originally due on that date. The loans were extended to
August 1, 1998 and subsequently to August 4, 1998. On August 4,
1998, those loans were repaid in full.
On July 31, 1998, the Company obtained a $1.5 million loan from an
individual investor. The loan, which matures July 31, 2000, bears
interest at 12% per annum, payable quarterly and is secured by
substantially all of the Company's assets. In addition, the
investor was granted warrants to purchase 2,000,000 shares of the
Company's common stock at an exercise price of $2.00 per share.
On August 4, 1998, the Company repaid its full outstanding balance
on its bank line of credit of approximately $700,000.
In connection with the above, short-term obligations amounting to
$649,123 have been refinanced on a long-term basis. In accordance
with SFAS No. 6, such debt has been reclassified as noncurrent in
the accompanying financial statements.
6
<PAGE>
Item 2.
Management's Discussion and Analysis of Financial Condition
and Results of Operations
Six Months Ended June 30, 1998 and 1997
Revenues for the six months ended June 30, 1998 totaled $9,004,211 as compared
to $7,282,992 for the six months ended June 30, 1997, an increase of $1,721,219,
or 23.6%. Existing store revenue increased $1,078,898, or 14.8%, as compared to
June 30, 1997, while four new showrooms realized $642,321 in revenues during the
same period.
Cost of goods sold totaled $3,963,748 for the first six months of 1998 as
compared to $3,019,522 for the first six months of 1997. This increase of
$944,226, or 31.3%, was primarily the result of the costs associated with the
increase in production. Additionally, the cost of goods sold increased as a
percentage of revenues from 41.5% to 44.0%, and was principally attributable to
greater factory costs in the manufacturing process and increased sales of lower
margin products.
Selling, general and administrative expenses totaled $5,584,846 for the first
six months of 1998 as compared to $5,928,171 for the first six months of 1997.
The decrease of $343,325, or 5.8%, was primarily the result of decreases in
advertising expense, professional fees and certain store operating costs.
Loss from operations for the six-month period ended June 30, 1998 was $544,382,
or 6.0% of revenues, as compared to a loss from operations of $1,664,701, or
22.9% of revenues, during the six-month period ended June 30, 1997.
Other expenses for the period ended June 30, 1998 were $5,880 as compared to
$14,414 for June 30, 1997. The net decrease in other expenses of $8,534 is
primarily due to an increase in net interest expense of $44,652 and a recovery
of store closing costs of $67,000. These changes result from the Company's
utilization of its cash reserves and increased use of its borrowing facility and
the sale of leasehold improvements at one of its locations.
For the first six months of 1998, the Company has recorded a deferred income tax
benefit of $105,000 compared to a deferred income tax benefit of $746,966 in
1997.
Due to the combination of the preceding factors, the Company realized a net loss
of $445,262, or 4.9% of revenues, during the six months ended June 30, 1998, as
compared to a net loss of $932,149, or 12.8% of revenues, during the six months
ended June 30, 1997.
Three Months Ended June 30, 1998 and 1997
Revenues for the three months ended June 30, 1998, totaled $4,444,277 as
compared to $3,856,966 for the three months ended June 30, 1997, an increase of
$587,311 or 15.2%. There were no new showrooms opened during the three-month
period ended June 30, 1998.
Cost of goods sold for the three months ended June 30, 1998, was $1,956,417, or
44.0% of revenues, as compared to $1,564,315, or 40.6% of revenues, for the same
period in 1997. This increase of $392,102, or 25.1%, was primarily the result of
the costs associated with the increase in production. The increase in the cost
of goods sold as a percentage of revenues was principally attributable to
greater factory costs in the manufacturing process and increased sales of lower
margin products.
Selling, general and administrative expenses amounted to $2,786,226 or 62.7% of
revenues for the three months ended June 30, 1998, compared to $3,033,438 or
78.6% of revenues for the three months ended June 30, 1997. The decrease of
$247,212, or 8.1%, is primarily due to decreases in advertising expenses and
professional fees.
Loss from operations for the three months ended June 30, 1998 was $298,366, or
6.7% of revenues, as compared to a loss from operations of $740,787, or 19.2% of
revenues, during the period ended June 30, 1997.
Other income (expense) for the three months ended June 30, 1998 was $21,809 as
compared to $(21,578) in the three months ended June 30, 1997. The decrease in
other expenses of $43,387 is primarily due to a recovery of store closing costs
of $67,000 and an increase of interest expense of $9,100. These changes result
from the Company's utilization of its cash reserves and increased use of its
borrowing facility and the sale of leasehold improvements at one of its
locations.
7
<PAGE>
Management's Discussion and Analysis of Financial Condition and
Results of Operations
(Continued)
For the three months ended June 30, 1998, the Company has recorded a deferred
income tax benefit of $60,000 compared to a deferred income tax benefit of
$312,725 in 1997.
Due to the combination of the preceding factors, the Company realized a net loss
of $216,557, or 4.9% of revenues, during the three months ended June 30, 1998,
as compared to a net loss of $449,640, or 11.7% of revenues, during the three
months ended June 30, 1997.
Liquidity and Capital Resources
The Company had a working capital surplus of $19,349 at June 30 1998, which
represented a net improvement of $334,710 from the working capital deficit of
$315,361 at December 31, 1997.
The Company's operating activities used cash of $236,031 and $2,025,386 for the
six months ended June 30, 1998 and 1997, respectively. For the six months ended
June 30, 1998, cash was used primarily to finance inventory. In the six months
ended June 30, 1997, cash was used to finance inventory and selling expenses for
four new retail showrooms.
The Company's investing activities provided (used) cash of $118,120 and
$(920,626) for the six months ended June 30, 1998 and 1997, respectively. The
cash provided by the Company's investing activities for the six months ended
June 30, 1998 results from funds received in connection with the closing of one
of the Company's retail showrooms. The cash used by the Company's investing
activities for the six months ended June 30, 1997 was primarily the result of
the purchase of computerized machinery and equipment, which improved operating
efficiency and lowered costs of manufacturing, and leasehold improvements for
four new showrooms. Also, certain executive officers repaid approximately
$38,000 of officers loans.
The Company's financing activities provided cash of $139,138 and $366,714 for
the six months ended June 30, 1998, and 1997, respectively. The cash provided by
financing activities for the six months ended June 30, 1998 was the result of
utilization of the Company's line of credit and a loan from two private
investors. The cash provided by financing activities for the six months ended
June 30, 1997 was the result of capital leases which the company used toward the
purchase of machinery and equipment.
The Company had substantially depleted its cash reserves at June 30, 1998. In
early-July 1998, the Company obtained an increase in its line of credit to
$700,000 and utilized the additional $200,000 available. On July 31, 1998, the
Company obtained a $1,500,000 loan from an individual investor. The Company
repaid the $700,000 outstanding under its line of credit and repaid the balance
due of $150,000 on two loans it negotiated in April 1998. The remaining
available funds coupled with significant improvements in operations should, in
management's opinion, provide sufficient capital to enable the Company to fund
its operations for at least the next twelve months.
Historically, demand for the Company's products has been seasonal, with demand
increasing in the third and fourth quarters, corresponding to the beginning of
the school year and the holiday season. The Company generally realizes 60% of
its annual revenues during those quarters.
The Company's operations have not been materially affected by the impact of
inflation.
"Safe Harbor" Statement
Forward-looking statements made herein are based on current expectations of the
Company that involve a number of risks and uncertainties and such
forward-looking statements should not be considered guarantees of future
performance. These statements are made under the "Safe Harbor Provisions" of the
Private Securities Litigation Reform Act of 1995. The factors that could cause
actual results to differ materially from the forward-looking statements include
the impact of competitive products and pricing, product demand and market
acceptance risks, the presence of competitors with greater financial resources
than the Company and an inability to arrange additional debt or equity
financing.
8
<PAGE>
Part II.
Other Information
Item 1. - Legal Proceedings
Not applicable
Item 2. - Changes in Securities
Not applicable
Item 3. - Defaults upon Senior Securities
Not applicable
Item 4. - Submission of Matters to a Vote of Security Holders
Not applicable
Item 5. - Other Information
Page 10
Item 6. - Exhibits and Reports on Form 8-K
(a) Exhibits:
11 Calculation of net earnings per common share
27 Financial Data Schedule
(b) Reports on Form 8-K:
The Company filed a report on Form 8-K on August 7, 1998,
disclosing a Change in Control.
9
<PAGE>
Item 5. - Other Information
The 1998 Annual Meeting will be held on Friday, October 30, 1998.
Shareholders who may wish to present proposals for inclusion in the
Company's proxy materials for consideration at the 1998 Annual
Meeting of Shareholders must submit such proposals in writing to
the Secretary of the Company for receipt by the Company no later
than Monday, September 21, 1998. A signed proxy shall confer
discretionary authority upon the Company to vote on all shareholder
proposals that are not received by the Company on or before
September 21, 1998.
10
<PAGE>
Signatures
In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant caused this amendment to be signed on its behalf by the undersigned,
thereunto duly authorized.
Date: December 15, 1998 ROOM PLUS, INC.
By: /s/ Jay H. Goldberg
----------------------
Name: Jay H. Goldberg
Title: Chief Financial Officer
(Principal Accounting and Financial Officer)
11
Exhibit No. 11
ROOM PLUS, INC.
Computation of Earnings (Loss) per Common Share
(See Note 1 of Notes to Financial Statements)
<TABLE>
<CAPTION>
Six Months Ended June 30
1998 1997
----------- -----------
<S> <C> <C>
Basic and Diluted
Net loss applicable to common stock $ (445,262) $ (932,149)
=========== ===========
Shares
Weighted average common shares outstanding 4,385,000 4,385,000
Basic and diluted loss per common share $ (.10) $ (.21)
=========== ===========
</TABLE>
Assumed exercise of options and warrants which could have been purchased with
the proceeds from the exercise of such options and warrants would have an
anti-dilutive effect on earnings per share.
12
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0001009773
<NAME> ROOM PLUS, INC.
<CURRENCY> U.S.-DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<EXCHANGE-RATE> 207,070
<CASH> 0
<SECURITIES> 108,928
<RECEIVABLES> 0
<ALLOWANCES> 2,017,426
<INVENTORY> 2,829,337
<CURRENT-ASSETS> 3,598,851
<PP&E> 2,029,532
<DEPRECIATION> 5,892,115
<TOTAL-ASSETS> 2,809,988
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
5,832
<COMMON> 6,512,645
<OTHER-SE> 5,892,115
<TOTAL-LIABILITY-AND-EQUITY> 9,004,211
<SALES> 9,004,211
<TOTAL-REVENUES> 3,963,748
<CGS> 5,584,846
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 61,284
<INTEREST-EXPENSE> 61,284
<INCOME-PRETAX> (550,262)
<INCOME-TAX> (105,000)
<INCOME-CONTINUING> (445,262)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (445,262)
<EPS-PRIMARY> (0.10)
<EPS-DILUTED> (0.10)
</TABLE>
