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 June 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 0-20743
OPEN PLAN SYSTEMS, INC.
(Exact name of small business issuer as specified in its charter)
Virginia 54-1515256
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
4299 Carolina Avenue, 23222
Building C, Richmond, Virginia (Zip Code)
(Address of principal executive offices)
(804) 228-5600
(Issuer's telephone number)
-------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
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:
Common Stock, no par value - 4,384,933 shares as of August 14, 1996.
<PAGE>
OPEN PLAN SYSTEMS, INC.
Contents
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATIONPAGE
Item 1. Financial Statements
<S> <C>
Balance Sheets - June 30, 1996 (unaudited) and December 31, 1995 1
Statements of Income - Three months and six months 2
ended June 30, 1996 and 1995 (unaudited)
Statements of Cash Flows - Three months and six months 3
ended June 30, 1996 and 1995 (unaudited)
Notes to Financial Statements - June 30, 1996 5
Item 2. Management's Discussion and Analysis of 7
Financial Condition and Results of Operations
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 11
Item 2. Changes in Securities 11
Item 3. Defaults Upon Senior Securities 11
Item 4. Submission of Matters to a Vote of 11
Security Holders
Item 5. Other Information 11
Item 6. Exhibits and Reports on Form 8-K 11
SIGNATURES
</TABLE>
OPEN PLAN SYSTEMS, INC.
PART I
FINANCIAL INFORMATION
Item 1: Financial Statements
Balance Sheets
<TABLE>
<CAPTION>
June 30, December 31,
1996 1995
---- ----
(Unaudited)
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents $10,513,186 $ 241,564
Trade accounts receivable, net 3,476,515 3,091,607
Inventories 4,975,897 4,045,144
Prepaids and other 315,846 360,345
Deferred income taxes 17,000 --
----------- -----------
Total current assets 19,298,444 7,738,660
Property and equipment, net 1,817,296 753,575
Advances to stockholders 22,141 377,663
Other 184,244 139,587
----------- -----------
Total assets $21,322,125 $ 9,009,485
=========== ===========
Liabilities and stockholders' equity
Current liabilities:
Notes payable $ 502,000 $ --
Revolving line of credit -- 2,706,000
Trade accounts payable 893,039 733,997
Accrued and other liabilities 232,796 419,266
Customer deposits 312,133 336,634
Current portion of long-term debt
and capital lease obligations 175,171 182,666
----------- -----------
Total current liabilities 2,115,139 4,378,563
Long-term debt and capital lease
obligations, less current portion 214,410 303,733
----------- -----------
Total liabilities 2,329,549 4,682,296
Stockholders' equity:
Common stock, no par value:
Authorized shares - 50,000,000
Issued and outstanding shares -
4,384,933 at June 30, 1996 and
2,429,933 at December 31, 1995 18,775,109 1,215,299
Additional capital 136,971 --
Retained earnings 80,496 3,111,890
----------- -----------
Total stockholders' equity 18,992,576 4,327,189
----------- -----------
Total liabilities and stockholders' equity $21,322,125 $ 9,009,485
=========== ===========
</TABLE>
See accompanying notes.
<PAGE>
OPEN PLAN SYSTEMS, INC.
Statements of Income (Unaudited)
<TABLE>
<CAPTION>
Three Months ended June 30 Six Months ended June 30
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net sales $ 4,964,784 $ 3,091,724 $ 10,544,833 $ 7,666,049
Cost of sales 3,312,564 2,084,333 6,907,661 5,168,184
------------ ------------ ------------ ------------
Gross profit 1,652,220 1,007,391 3,637,172 2,497,865
Operating expenses:
Selling and marketing 802,133 428,359 1,482,484 926,508
General and administrative 272,987 216,902 614,976 471,300
------------ ------------- ------------ ------------
1,075,120 645,261 2,097,460 1,397,808
------------ ------------- ------------ ------------
Operating income 577,100 362,130 1,539,712 1,100,057
Other (income) expense:
Interest expense 59,641 47,293 123,097 77,145
Other, net (46,806) (20,571) (61,967) (26,769)
------------ ------------- ------------ ------------
12,835 26,722 61,130 50,376
------------ ------------- ------------ ------------
Income before income taxes 564,265 335,408 1,478,582 1,049,681
Provision for income taxes 22,000 -- 22,000 --
------------ ------------ ------------ ------------
Net income $ 542,265 $ 335,408 $ 1,456,582 $ 1,049,681
============ ============ ============ ============
Pro forma income data (Note 6):
Pro forma income before income taxes $ 564,265 $ 335,408 $ 1,478,582 $ 1,049,681
Pro forma provision for income taxes 220,000 133,000 577,000 416,000
------------ ------------ ------------ ------------
Pro forma net income $ 344,265 $ 202,408 $ 901,582 $ 633,681
============ ============ ============ ============
Pro forma earnings per common share $ 0.11 $ 0.07 $ 0.31 $ 0.23
============ ============ ============ ============
Weighted average common shares
outstanding 3,137,294 2,723,467 2,918,386 2,724,997
============ ============ ============ ============
</TABLE>
See accompanying notes.
<PAGE>
OPEN PLAN SYSTEMS, INC.
Statements of Cash Flows (Unaudited)
<TABLE>
<CAPTION>
Three Months ended June 30 Six Months ended June 30
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Operating activities
Net income $ 542,265 $ 335,408 $ 1,456,582 $ 1,049,681
Adjustments to reconcile net income
to net cash provided (used)
by operating activities:
Provision for losses on receivables (9,609) 22,027 12,963 30,439
Depreciation and amortization 46,232 28,694 95,966 55,166
Losses on disposal of property and equipment 3,001 1,814 3,001 1,814
Deferred income taxes (17,000) -- (17,000) --
Deferred rent (7,575) (9,417) (16,854) (18,835)
Increase in cash surrender value of life
insurance (4,169) (10,662) (35,302) (21,324)
Changes in operating assets and liabilities:
Trade accounts receivable 526,439 1,290,892 (397,871) 48,626
Inventories (638,169) (278,045) (930,753) (92,825)
Prepaids and other 21,696 (17,842) 52,799 (43,842)
Trade accounts payable 92,873 (1,075,408) 159,042 180,943
Customer deposits 64,780 38,151 (24,501) (231,668)
Accrued and other liabilities (16,091) (58,298) (169,614) 66,441
---------- ----------- ----------- ----------
Net cash provided by operating activities 604,673 267,314 188,458 1,024,616
Investing activities
Proceeds from sale of property and equipment 63,648 -- 63,648 --
Purchases of property and equipment (91,004) (94,731) (295,724) (148,039)
Acquisition of equipment from Birum Corporation (428,612) -- (428,612) --
Other (3,309) -- (9,357) 572
---------- ----------- ---------- ---------
Net cash used in investing activities (459,277) (94,731) (670,045) (147,467)
========== =========== ========== =========
</TABLE>
<PAGE>
OPEN PLAN SYSTEMS, INC.
Statements of Cash Flows (Unaudited) (continued)
<TABLE>
<CAPTION>
Three Months ended June 30 Six Months ended June 30
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Financing activities
Advances to stockholders $ (185,167) $ (170,583) $ (305,652) $ (241,108)
Repayment of advances to stockholders -- -- 62,002 --
Net (repayments) borrowings on
revolving line of credit (4,000,000) 27,000 (2,706,000) (7,000)
Principal payments on long-term debt
and capital lease obligations (45,052) (14,000) (96,818) (28,000)
Proceeds from sale of common stock 17,559,810 -- 17,559,810 --
Purchase of common stock -- (15,000) -- (15,000)
Distributions to stockholders (3,036,697) -- (3,760,133) (791,477)
---------- --------- ---------- ----------
Net cash (used) provided by financing
activities 10,292,894 (172,583) 10,753,209 (1,082,585)
---------- --------- ---------- ----------
Increase (decrease) in cash and cash
equivalents 10,438,290 -- 10,271,622 (205,436)
Cash and cash equivalents at beginning
of period 74,896 700 241,564 206,136
------------ ------------ ------------ ------------
Cash and cash equivalents at end of period $ 10,513,186 $ 700 $ 10,513,186 $ 700
============ ============ ============ ============
Supplemental disclosures
Interest paid $ 59,641 $ 47,293 $ 123,097 $ 77,145
============ ============ ============ ============
Income taxes paid $ -- $ -- $ -- $ --
============ ============ ============ ============
Summary of noncash transactions
Issuance of notes payable for equipment $ 502,000 $ -- $ 502,000 $ --
============ ============ ============ ============
Distributions offset against advances to
stockholders $ 183,303 $ -- $ 590,872 $ 156,293
============ ============ ============ ============
</TABLE>
See accompanying notes.
<PAGE>
OPEN PLAN SYSTEMS, INC.
Notes to Financial Statements (Unaudited)
June 30, 1996
1. Basis of Presentation
The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information
and with the instructions to Form 10-QSB of the Securities and Exchange
Commission. 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 these financial statements
reflect all adjustments of a normal recurring nature which the Company considers
necessary for a fair presentation of its financial position at June 30, 1996 and
results of operations and cash flows for the three month and six month periods
ended June 30, 1996 and 1995. Historically, the Company's business has been
significantly affected by seasonal factors. The Company typically has greater
sales revenue during the first and fourth quarters. The results for the three
month and six month periods ended June 30, 1996 are not necessarily indicative
of the results that may be achieved for the entire year ending December 31, 1996
or for any other interim period.
2. Inventories
Inventories are in two main stages of completion and consisted of the following:
June 30, December 31,
1996 1995
---- ----
(Unaudited)
Components and fabric $2,527,919 $2,103,176
Jobs in process and finished goods 2,447,978 1,941,968
---------- ----------
$4,975,897 $4,045,146
========== ==========
3. Indebtedness
The Company has a revolving line of credit agreement with a bank. On May 9,
1996, the maximum amount available under the line was increased to $5 million
and the expiration date was extended to April 30, 1997. The Company was in
compliance with all covenants under the agreement at June 30, 1996. No amounts
were outstanding under this agreement at June 30, 1996.
<PAGE>
4. Contingencies
The Company guarantees certain bank borrowings of five stockholders aggregating
$205,734 at June 30, 1996. The loans were made to enable the individuals to
purchase shares of the Company's common stock. These loans bear interest at the
prime rate plus 1.50% and are scheduled to be fully paid by April 1999. The
75,000 shares of common stock held by these stockholders serve as collateral for
the loans.
5. Income Taxes
Prior to the Company's initial public offering of common stock in June 1996, the
Company had elected by consent of its stockholders to be taxed under the
provisions of Subchapter S of the Internal Revenue Code. Under these provisions,
the Company did not pay federal and state income taxes on its corporate income.
Instead the Company's income was included in the income of its stockholders for
federal and state income tax purposes. The Company revoked its S corporation
election effective June 1, 1996. The undistributed balance of retained earnings
of $136,971 as of June 1, 1996 has been reclassified to additional capital.
6. Pro Forma Information
The accompanying pro forma income data reflects a provision for income taxes as
if the Company's earnings had been subject to federal and state income taxes as
a regular corporation for all periods presented.
Pro forma earnings per common share are based on the weighted average common
shares outstanding for 1996 increased for the average number of shares of common
stock deemed to be outstanding, which represents the approximate number of
common shares deemed sold by the Company at the initial public offering of $10
per share to fund the declared S Corporation distribution of $2,695,438 which
was paid from the proceeds of the offering.
7. Acquisition of Equipment
On June 17, 1996, the Company purchased certain equipment from Birum
Corporation. Total consideration amounted to approximately $930,000, including
transaction costs. In connection with this purchase, the Company issued
short-term, non-interest bearing notes payable to the seller in the amount of
$502,000.
<PAGE>
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
Since its inception in 1989, the Company has generated the majority of
revenues from the sale of remanufactured Work Stations and to a lesser extent
from the sale of "as-is" Work Stations and rentals. The Company's sales are
highly dependent upon its network of Company-owned sales offices and sales
personnel because the Company sells approximately 80% of its Work Stations
directly to end-users. Sales from these offices have increased each year as the
Company has added sales personnel, as these personnel have gained experience and
as the Company has achieved greater consumer awareness and name recognition.
Generally, branch sales offices do not generate significant sales in their first
six months to one year of operation.
The Company sells approximately 20% of its Work Stations through its
dealer network. While the Company prefers to sell directly to the end-user
through its own sales offices, it will continue to use dealers in non-exclusive
relationships, in markets that are too small to support a sales office or in
markets where it does not expect to be able to open a sales office in the near
future. Selling through Company-owned sales offices rather than through dealers
increases the Company's selling costs due to increased overhead and salesperson
compensation expenses. However, the company believes that these increased costs
are more than offset by the portion of the dealer gross profit margin captured
by the Company. The Company believes that the fifty largest metropolitan areas
in the United States are of sufficient size to support a Company sales office. A
core component of the Company's growth strategy is to increase sales by opening
new sales offices and adding additional sales personnel.
Historically, the Company's business has been significantly affected by
seasonal factors. The Company typically has greater sales revenue during the
first and fourth quarters. Since most of the Company's orders are shipped within
three weeks of booking the order, the Company has no significant backlog of
orders and forecasting short-term revenue levels is difficult. The Company uses
temporary employees and other measures to increase production capacity during
periods of higher sales while keeping its baseline operating expenses to a
minimum during periods of lower sales.
Results of Operations
The following table sets forth the relationship of costs and expenses
as a percentage of the Company's sales for the periods indicated:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
------------------ -----------------
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net Sales .............................. 100.0% 100.0% 100.0% 100.0%
Cost of sales .......................... 66.7 67.4 65.5 67.4
----- ----- ----- -----
Gross profit ........................... 33.3 32.6 34.5 32.6
Selling and marketing expenses ......... 16.2 13.9 14.1 12.1
General and administrative expenses..... 5.5 7.0 5.8 6.2
----- ----- ----- -----
Operating income ....................... 11.6 11.7 14.6 14.3
Other (income) expense ................. 0.2 0.8 0.6 0.7
----- ----- ----- -----
Income before income taxes ............. 11.4 10.8 14.0 13.7
----- ----- ----- -----
Provision for income taxes ............. 0.0 0.0 0.2 0.0
Net income ............................. 11.4% 10.8% 13.8% 13.7%
===== ===== ===== =====
</TABLE>
Comparison of Three and Six Months Ended June 30, 1996 and June 30, 1995
Sales. Sales in the three months ended June 30, 1996 were $4,965,000,
an increase of $1,873,000 or 60.6% over the same period in 1995. Sales for the
first six months of 1996 were $10,545,000, an increase of $2,879,000 or 37.6%
over the same period in 1995. The increases were primarily from increased
same-office sales, an unusually large brokerage sale of $765,000 in April, 1996,
and modest sales from two new offices. The two new offices, located in Chicago,
Illinois and New York, New York, were opened during the fourth
<PAGE>
quarter 1995 and first quarter 1996, respectively, and replaced the two Florida
offices which were closed in 1995. The two new offices performed at sales levels
typical for new sales offices in their initial months of operation. The Company
believes the increase in sales-office sales is the result of additional market
penetration and an increase in the experience of its sales force. During the
three month period ended June 30, 1996, the Company entered into lease
agreements for additional sales offices in the Raleigh, North Carolina and
Norfolk, Virginia areas. These offices are scheduled to be opened during the
third quarter.
Cost of Sales. The Company's cost of sales includes cost of raw
materials (used Work Station components, new fabric, laminate, paint, and other
materials, labor, supplies, freight, utilities, and other manufacturing related
expenses.
The increase in cost of sales for the second quarter of 1996 of
$1,228,000 and $1,738,000 in the first six months of 1996 was primarily
attributable to increased sales volume. In addition, the gross profit margin
increased during the quarter to 33.3% from 32.6% in the same period last year.
The gross margin for the first six months of 1996 was 34.5% compared to 32.6%
for the same period in 1995. These increases were primarily attributable to
economies of scale in purchases of component parts and in cost reductions
realized in the Company's wood fabrication operations which were commenced in
the fourth quarter of 1995.
Component and fabric costs increased $689,000 or 63.8% for the quarter,
and $1,638,000 or 31.7% for the first six months of 1996. As a percentage of
sales, component and fabric costs increased from 34.9% to 35.6% for the quarter
and from 34.7% to 35.1% in the first six months. The increase is due primarily
to an unusually high sales mix of lower margin products such as casegoods and
seating during the periods, which were partially offset by cost reductions in
the wood fabrication facility.
Remanufacturing costs increased $539,000 or 53.7% for the quarter and
$650,000 or 25.9% for the first six months of 1996. Compensation costs, the
largest single component of remanufacturing costs, increased $205,000 or 44.6%
for the quarter and $389,000 or 39.4% for the first six months. Compensation as
a percentage of sales decreased from 14.8% to 13.3% in the quarter and increased
from 12.9% to 13.2% in the first six months of 1996. The decrease in the second
quarter was primarily the result of increased manufacturing efficiencies and a
resulting reduction of contract temporary employees. The increase for the first
six months was primarily attributable to the additional employees added to staff
the wood fabrication operations which commenced in the fourth quarter of 1995,
and to staff a second shift in certain other departments of the Richmond
facility. The increase in compensation related to the wood fabricating operation
had the effect of lowering component costs as certain components were
manufactured rather than purchased. While the manufacturing of these components
resulted in increased compensation costs, the overall cost of sales for these
components was reduced. The Company plans to expand this practice wherever
production capabilities allow and cost savings can be achieved. The partial
second shift, which was comprised almost entirely of temporary workers, was
added in response to the additional demand for certain products and increased
sales volume in the first quarter and was discontinued in April, 1996. Other
remanufacturing costs increased $335,000 or 61.4% for the second quarter and
$261,000 or 17.1% for the first six months of 1996 primarily as a result of
increased sales volume. As a percentage of sales, these costs remained at 17.7%
for the quarters and decreased from 19.8% to 17.1% for the six month period
ended June 30, 1996.
Selling and Marketing Expenses. The most significant selling and
marketing expenses are salesperson compensation, advertising and other marketing
expenses and rents. The Company compensates its salespeople through a
combination of salaries, commissions and bonuses. While most of these expenses
are directly related to the current year's sales, certain other marketing
expenses are incurred to build name recognition and generate sales leads which
may contribute to sales in later periods.
During the second quarter and first six months of 1996, the Company
continued to expand its marketing through increased advertising and expansion of
its telemarketing efforts begun in 1995. Salesperson compensation increased
$248,000 or 106.1% during the second quarter and $307,000 or 55.1% during the
first six months. Advertising costs increased $69,000 or 93.7% during the
quarter and $135,000 or 101.1% for the first six months of 1996, as the Company
expanded advertising into the two new markets as well as continued advertising
in existing markets.
General and Administrative Expenses. General and administrative
expenses include administrative salaries and related employee benefits, and
legal and accounting fees. Total general and administrative expenses increased
$56,000 or 25.9% for the quarter and $144,000 or 30.5% during the first six
months of
<PAGE>
1996, relating primarily to increased legal and accounting fees and increased
administrative staffing to support increased sales volume.
Other (Income) Expense. The Company has historically operated under a
Line of Credit from Crestar Bank, Richmond, Virginia, that bears interest at the
lesser of the Crestar Bank prime rate or the thirty day LIBOR plus 2.25%. The
Company repaid all outstanding borrowings on the line in June, 1996 from the
proceeds of its initial public offering. The Company also has obligations under
long-term notes incurred in connection with the acquisition of manufacturing
equipment. Interest expense decreased $27,000 or 57.0% during the second quarter
of 1996 as a result of the retirement of all interest bearing short-term debt.
Interest expense increased $46,000 for the first six months of 1996 versus the
prior year period as a result of increased borrowings during the first five
months of the year to support increases in inventory and accounts receivable.
Interest income for the second quarter and first six months 1996 was $39,000,
while the Company had no interest income in the second quarter or first six
months of 1995.
Liquidity and Capital Resources
Historically, the Company's working capital needs have been driven
primarily by the growth associated with its rapidly expanding business. The
Company's primary sources of liquidity have been cash generated from operations
and borrowings under its Line of Credit from Crestar Bank. On May 9, 1996, the
Company increased the maximum amount available under its Line of Credit to
$5,000,000 and extended the expiration date to April 30, 1997. Borrowings on the
Line of Credit bear interest at the lesser of the Crestar Bank prime rate or the
thirty day LIBOR plus 2.25% and are secured by substantially all of the
Company's assets. On June 10, 1996, the Company retired all borrowings on the
Line of Credit with the proceeds from its initial public offering.
Net cash provided by operating activities of $605,000 for the quarter
ended June 30, 1996 and $188,000 for the six months ended June 30, 1996 was used
primarily to fund increased working capital needs associated with sales growth.
Trade accounts receivable and inventories increased $121,000 during the quarter
ended June 30, 1996 and $1,316,000 during the six months ended June 30, 1996.
Trade accounts receivable decreased $516,000 in the second quarter due primarily
to the slower sales volume in the second quarter compared to the first quarter,
1996, and in part to a decrease in the accounts receivable collection period
(the "Collection Period"). The Collection Period, computed by dividing ending
accounts receivable by the average daily sales during the quarter, fell to 58
days at June 30, 1996 from 65 days at March 31, 1996, and 64 days at December
31, 1995. Since 1993, the Company's Collection Period has ranged from a low of
44 days to a high of 73 days, with an average of 56 days. The Company does not
anticipate future credit losses to differ materially from historical percentages
which since 1993 have averaged 0.5% of sales. Inventories for the six months
ended June, 30, 1996 increased in line with the general increase in the
Company's business. In addition, since prices of used furniture vary greatly in
the marketplace based on seasonality and source, the Company generally purchases
inventory when prices are favorable rather than based on target stocking levels.
While this methodology may increase carrying costs somewhat, overall costs are
generally reduced.
Net cash used in investing activities was $459,000 for the quarter
ended June, 30, 1996 and $670,000 for the first six months of 1996. During the
quarter ended June 30, 1996, the Company acquired manufacturing equipment from
Birum Corporation, a privately held furniture manufacturer, for $931,000, of
which $429,000 was paid in cash in the second quarter of 1996 from proceeds of
the Company's initial public offering. The purchase agreement provides for
payments totaling $202,000 in the third quarter of 1996 and $300,000 in the
fourth quarter of 1996, and does not provide for the payment of interest.
Net cash was provided by financing activities was $10,293,000 for the
second quarter of 1996 and $10,753,000 for the first six months of 1996. In the
second quarter, 1996 the Company sold 1,955,000 shares of common stock at a
price of $10.00 per share. Net proceeds from the offering (after deducting
underwriting discounts and other offering related expenses) were $17,560,000.
Historically, the Company has distributed a portion of its earnings each year to
its shareholders to enable them to pay federal and state income taxes on their
pro rata share of S Corporation income and to provide them with a return on
their investment. The Company distributed $3,760,000 to shareholders in 1996.
The Company revoked its "S Election" effective June 1, 1996 and will no longer
make S Corporation distributions.
As the Company implements its planned expansion, it will require more
funds than it has historically needed. Management believes that the net proceeds
of the initial public offering consummated during the second
<PAGE>
quarter, 1996 together with cash generated from operations and available
borrowings under the Line of Credit, will provide adequate funds for the
Company's anticipated needs, including working capital and expansion of sales
offices and product lines, until the end of 1997. Management also believes that
cash provided from operations will be sufficient to satisfy all existing debt
obligations as they mature.
Impact of Inflation
Inflation has not had a significant effect on the Company's operations.
<PAGE>
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
Limitations on Dividends - Under the terms of the Company's
revolving line of credit agreement, the payment of dividends shall
not exceed 60% of the Company's net income.
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
Not Applicable
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
The registrant has included the following exhibits pursuant to
Item 601 of Regulation S-B:
Exhibit No. Description
----------- -----------
11 Schedule Re: Computation of Per Share Earnings
27 Financial Data Schedule (filed electronically only)
(b) Reports on Form 8-K:
None
<PAGE>
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.
OPEN PLAN SYSTEMS, INC.
------------------------
(Registrant)
Date: August 14, 1996 /s/ Stan A. Fischer
----------------------
Stan A. Fischer
President
Date: August 14, 1996 /s/ Gary M. Farrell
-----------------------
Gary M. Farrell
Chief Financial Officer
<PAGE>
OPEN PLAN SYSTEMS, INC.
EXHIBIT INDEX
Exhibit No. Description
11 Schedule Re: Computation of Per Share Earnings
27 Financial Data Schedule (filed electronically only)
<TABLE>
<CAPTION>
Three Months ended June 30 Six Months ended June 30
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Weighted average shares outstanding
during the period 2,941,801 2,453,923 2,685,867 2,455,453
Average number of shares assumed
outstanding during the period approximating
the number of shares sold (at the initial
offering price of $10) to fund the final
S-Corporation distribution 195,493 269,544 232,519 269,544
--------- --------- --------- ---------
Total 3,137,294 2,723,467 2,918,386 2,724,997
========= ========= ========= =========
Pro forma net income used in earnings
per common share calculation $ 344,265 $ 202,408 $ 901,582 $ 633,681
========== ========== ========== ==========
Pro forma earnings per common share
$ 0.11 $ 0.07 $ 0.31 $ 0.23
========== ========== ========== ==========
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET OF OPEN PLAN SYSTEMS, INC. AS OF JUNE 30, 1996 AND THE RELATED STATEMENTS
OF INCOME AND CASH FLOWS FOR THE SIX MONTHS THEN ENDED AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. </LEGEND>
<CIK> 0001011738
<NAME> OPEN PLAN SYSTEMS, INC.
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 10,513,186
<SECURITIES> 0
<RECEIVABLES> 3,548,906
<ALLOWANCES> (72,391)
<INVENTORY> 4,975,897
<CURRENT-ASSETS> 19,298,444
<PP&E> 2,322,348
<DEPRECIATION> (505,052)
<TOTAL-ASSETS> 21,322,125
<CURRENT-LIABILITIES> 2,115,139
<BONDS> 214,410
0
0
<COMMON> 18,775,109
<OTHER-SE> 217,467
<TOTAL-LIABILITY-AND-EQUITY> 21,322,125
<SALES> 10,544,833
<TOTAL-REVENUES> 10,544,833
<CGS> 6,907,661
<TOTAL-COSTS> 6,907,661
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 12,963
<INTEREST-EXPENSE> 123,097
<INCOME-PRETAX> 1,478,582
<INCOME-TAX> 22,000
<INCOME-CONTINUING> 1,456,582
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,456,582
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
