URT INDUSTRIES INC
10-Q, 1995-08-15
RECORD & PRERECORDED TAPE STORES
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          [TYPE]         10-Q
          


                         SECURITIES AND EXCHANGE COMMISSION

                               WASHINGTON, D.C. 20549

                                     FORM 10-Q
                     QUARTERLY REPORT UNDER SECTION 13 OR 15(d)

                       OF THE SECURITIES EXCHANGE ACT OF 1934


          For Quarter Ended July 1, 1995     Commission File No.0-6882

                                URT INDUSTRIES, INC.

               Exact name of  Registrant as Specified in Its Charter)

             Florida                            59-1167907
          (State or Other Jurisdiction       (I.R.S. Employer I.D. No.)
          of Incorporation or Organization)


          3451 Executive Way, Miramar, Florida           33025
          (Address of Principal Executive Offices)     (Zip Code)

          Registrant's telephone  number, including  area code:(305)  432-
          4200

          Indicate by check mark whether the registrant (1)  has filed all
          reports required  to be  filed by  Section  13 or  15(d) of  the
          Securities Exchange Act of  1934 during the preceding  12 months
          and (2) has been subject to the filing requirements for at least
          the past 90 days.

                         YES     X                NO _____

          Indicate the  number  of  shares  outstanding  of  each  of  the
          issuer's classes of  common stock as  of the  latest practicable
          date.


          At July 1, 1995,  there were outstanding:

               11,222,918 shares of Class A common stock

                1,309,063 shares of Class B common stock

          <PAGE>
          <TABLE>
          <CAPTION>
                       URT INDUSTRIES, INC., AND SUBSIDIARIES






                            Consolidated Balance Sheets

                           July 1, 1995 and April 1, 1995

          <S>                                  c> <C>        <C>

          Assets                                    July 1,
                                                     1995      April 1,
                                                  (Unaudited     1995
                                                       )
          Current Assets:
            Cash and cash equivalents           $  1,392,066   2,014,147
                                                  
            Marketable investment securities       2,654,410   2,649,534
            Inventories                            5,357,164   5,578,737
            Current portion of due from
              officers/shareholders                   28,470      28,470
            Land held for sale                             0     300,000
            Prepaid expenses and other current
              assets                                 387,351     368,205
            Refundable income taxes                  257,229     257,229
                                                   _________  __________
                  Total current assets            10,076,690  11,196,322

          Property and equipment, net              3,030,988   3,102,928
          Due from officers/shareholders             132,645     139,550
          Other assets                               167,146     208,995
                                                   _________  __________
                                                $ 13,407,469  14,647,795
                                                  
          Liabilities and Shareholders' Equity
          Current Liabilities:
            Current portion of long-term debt    $   104,139     110,028
            Accounts payable                       3,730,142   4,130,530
            Accrued liabilities                    1,436,734   1,787,628
                                                   _________  __________
                  Total current liabilities        5,271,015   6,028,186

          Long-term debt, less current portion       913,767     929,654
          Accrued rent                               515,685     500,470
          Minority interest in a subsidiary          424,873     486,644
                                                   _________  __________
                                                   7,125,340   7,944,954
          Shareholders' equity:
            Common stock, Class A, $.01 par
              value.  Authorized, 20,000,000
              shares; issued, 13,764,588
              shares; outstanding, 11,222,918
              shares at July 1, 1995 and at
              April 1, 1995                          137,646     137,646





            Common stock, Class B, $.01 par
              value.  Authorized, 10,000,000
              shares; issued, 1,552,866 shares;
              outstanding, 1,309,063 at July 1,
              1995 and 1,313,283 at April 1,
              1995                                    15,529      15,529
            Capital in excess of par               5,542,152   5,542,152
            Retained earnings                      1,567,760   1,987,944
                                                   _________  __________
                                                   7,263,087   7,683,271
          Less stock held in treasury, at cost
            (note 5)                                (980,958)   (980,430)
                                                   _________  __________
                                                   6,282,129   6,702,841
          Commitments and contingencies (note
            4)
                                                 $13,407,469  14,647,795
          <FN>
          See accompanying notes to consolidated financial statements
          </TABLE>

          <PAGE>
          <TABLE>
          <CAPTION>
                       URT INDUSTRIES, INC., AND SUBSIDIARIES

            Consolidated Statements of Operations and Retained Earnings

                  Three months ended July 1, 1995 and July 2, 1994
                                    (Unaudited)

          <S>                                 <C>   <C>       <C>
                                                    July 1,     July 2,
                                                      1995       1994

          Net sales                             $  6,268,280   7,617,569
                                                  
                                                   _________  __________
          Costs and expenses:
            Cost of sales                          3,997,811   4,766,587
            Selling, general and administrative    2,782,160   3,178,372
                                                   _________  __________
                                                   6,779,971   7,944,959
                                                   _________  __________
            Loss from operations                    (511,691)   (327,390)
                                                   _________  __________
          Other (charges) credits:
            Interest expense                         (20,732)    (20,616)
            Interest income                           50,468      42,597
                                                   _________  __________
                                                      29,736      21,981
                                                   _________  __________





                Loss before benefit for income
                  taxes and minority interest in
                  net loss of consolidated
                  subsidiary                        (481,955)   (305,409)

          Benefit for income taxes (note 3)                0    (110,000)
                                                   _________  __________
                Loss before minority interest in
                  net loss of consolidated
                  subsidiary                        (481,955)   (195,409)
          Minority interest in net loss of
            consolidated subsidiary                  (61,771)    (25,606)
                                                   _________  __________
                Net loss                            (420,184)   (169,803)

          Retained earnings, beginning of period   1,987,944   3,747,029
                                                   _________  __________
          Retained earnings, end of period         1,567,760   3,577,226
                                                   _________  __________
          Net loss per common share (note 2)     $     (.03)     (.01)
          <FN>
          See accompanying notes to consolidated financial statements.
          </TABLE>

          <PAGE>
          <TABLE>
          <CAPTION>
                       URT INDUSTRIES, INC., AND SUBSIDIARIES

                       Consolidated Statements of Cash Flows

                  Three months ended July 1, 1995 and July 2, 1994
                                    (Unaudited)


         <S>                                   <C> <C>         <C>
                                                     July 1,     July 2,
                                                       1995       1994
         Cash flows from operating activities:
            Net loss                            $    (420,184)  (169,803)
                                                     ________   _________
            Adjustments to reconcile net loss to
              net cash used in operating
              activities:
                Depreciation and amortization         136,825     121,216
                Minority interest in net loss of
                  subsidiary                          (61,771)    (25,606)
                Changes in assets and
                  liabilities affecting cash
                  flows from operating
                  activities:
                  (Increase) decrease in:
                   Marketable investment
                     securities                        (4,876)          0





                   Inventories                        221,573    (238,723)
                   Prepaid expenses and other
                     current assets                   (19,146)    (45,224)
                   Other assets                        41,849    (410,927)
                  Refundable income taxes                   0    (121,000)                         
                  Increase (decrease) in:
                   Accounts payable                  (400,388)    200,775
                   Accrued liabilities               (350,894)   (450,688)
                   Accrued rent                        15,215      15,724
                                                     ________   _________
                     Total adjustments               (421,613)   (954,453)

                     Net cash used in operating
                       activities                    (841,797) (1,124,256)
                                                    _________   _________
         Cash flows from investing activities:
            Purchase of property and equipment        (64,885)     (2,481)
            Proceeds from sale of land                300,000           0
            Repayment of due from
              officers/shareholders                     6,905       6,376
                                                    _________   _________
                     Net cash provided by
                       investing activities           242,020       3,895
                                                    _________   _________
         Cash flows from financing activities:
            Repayment of long-term debt               (21,776)    (62,550)
            Acquisition of treasury stock                (528)          0
            Issuance of common stock                        0       8,625                                                          
                                                    _________   _________
                     Net cash used in financing
                       activities                     (22,304)    (53,925)
                                                    _________   _________
                     Net decrease in cash            (622,081) (1,174,286)

         Cash, beginning of period                  2,014,147   6,723,034
                                                    _________   _________
         Cash, ending of period                   $ 1,392,066   5,548,748
                                                    _________   _________
         Supplemental disclosures of cash flow
            information:
            Cash paid during the period for       $
              interest                                 20,732      20,616
          <FN>
          See accompanying notes to consolidated financial statements
          </TABLE>

          <PAGE>
                       URT INDUSTRIES, INC., AND SUBSIDIARIES

                     Notes to Consolidated Financial Statements

                           July 1, 1995 and July 2, 1994
                                    (Unaudited)






          (1)  BASIS OF FINANCIAL STATEMENT PRESENTATION

               The   accompanying    unaudited   consolidated    financial
               statements  have  been  prepared  in  accordance  with  the
               instructions to Form  10-Q and,  therefore, do not  include
               all  footnotes  and   information  necessary  for   a  fair
               presentation of financial position, results  of operations,
               and  cash  flows  in  conformity  with  generally  accepted
               accounting  principles.     However,  in  the   opinion  of
               management, all  adjustments  (consisting  only  of  normal
               recurring accruals) necessary for a fair  presentation have
               been made.

               The results of operations  for the three months  ended July
               1, 1995, are  not necessarily  indicative of the  operating
               results to be expected for the year ending  March 29, 1996.
               The  Company's   business  is   seasonal.     Historically,
               approximately 23% of the  Company's sales have  occurred in
               the first fiscal quarter.

               Inventories, which  consist  of  compact discs,  tapes  and
               accessories, are stated at  the lower of  cost (principally
               average) or market.

          (2)  NET LOSS PER COMMON SHARE

               Net loss per common share was computed by dividing net loss
               by the  weighted  average  number of  total  common  shares
               outstanding during the periods.

          (3)  INCOME TAXES

               The  Company  follows  Statement  of  Financial  Accounting
               Standard (SFAS 109) "Accounting for Income Taxes".

               The Company  provides for  income  taxes currently  payable
               and,  in  addition,  provides  for  deferred  income  taxes
               resulting from  timing  differences between  financial  and
               taxable income net of any valuation allowance.  The benefit
               of income  taxes  has  been  reduced by  $178,000  for  the
               increase in the valuation allowance for deferred taxes.

               The Company  files  a  consolidated  tax  return  with  its
               subsidiaries.

               The Company anticipates that for fiscal year  1996, its tax
               rate will be approximately 37%.

          (4)  COMMITMENTS

               The Company  is a  lessee under  various operating  leases.
               Several of them contain escalation clauses principally tied





               to the Consumer Price Index.  Several of the leases contain
               renewal options.

               The aggregate minimum  rental commitments  provided for  in
               such leases at July 1, 1995 are as follows:

          <TABLE>

            <S>               <C>  <C>
            Fiscal year
            ending                    Amount

            1996                $    1,297,309 
            1997                     1,695,177
            1998                     1,561,568
            1999                     1,340,440
            2000                     1,181,966
            Thereafter               5,799,015
                                     _________
                                $   12,875,475  
          </TABLE>

               Rent expense under  operating leases  amounted to  $514,901
               and $604,000 for  the three months  ended July 1,  1995 and
               July 2, 1994.

               TREASURY STOCK          (5)


               Treasury stock consists of the following number of shares:
          <TABLE>
           <S>                        <C>            <C>
                                         July 1,       April 1,
                                          1995           1995

           Class A common stock           2,541,670      2,541,670
           Class B common stock             243,803        239,583

          </TABLE>

          <PAGE>
                       URT INDUSTRIES, INC., AND SUBSIDIARIES


          Item 7.   Management's Discussions  And  Analysis  Of  Financial
                    Condition And  Results  Of  Operations For  The  Three
                    months Ended  July  1,  1995, Compared  To  The  Three
                    months Ended July 2, 1994.



          RESULTS OF OPERATIONS





          Net sales  for the  three  months ended  July  1, 1995  ("1995")
          decreased by approximately  17.7% compared  to the three  months
          ended July 2, 1994 ("1994").   Such decrease is attributed  to a
          decrease in comparable  store sales (11.4%),  and a  decrease in
          sales in  those  stores  that  closed during  1995  versus  1994
          (6.3%).

          During the last few years, non-traditional  music retailers such
          as appliance and  computer retailers  and super bookstores  have
          begun to sell prerecorded music  and video products.   They have
          adopted policies  of selling  music products  at  near or  below
          wholesale cost as a means of attracting customers  to sell other
          products.  During  the current fiscal  year, the effect  of this
          competition was encountered in some  of our markets and  will be
          expanded to some others in the future.  The  Company has reduced
          prices which has resulted in lower sales and lower gross profit.
          The Company believes that it will remain competitive  due to its
          locations, selection of product and superior customer service.

          The cost of sales for 1995  was lower than that for 1994  due to
          the decrease in net sales.  Cost of sales as a percentage of net
          sales has increased from 62.6% in 1994 to 63.8% in 1995 due to a
          reduction in retail pricing in  an effort to meet  the increased
          competition.

          Selling, general  and  administrative  (SG&A) expenses  in  1995
          decreased  by  12.5%  compared  to  1994.     Such  decrease  is
          attributable to a decrease in comparable  store expenses (2.9%),
          a decrease in store operating expenses of stores  that opened or
          closed  during  1995  versus  1994  (5.9%)  and  a  decrease  in
          corporate overhead (3.7%).  SG&A expenses as a percentage of net
          sales increased from 41.7% in 1994  to 44.4% in 1995 due  to the
          fixed nature of certain expenses  and the decrease in  net sales
          in addition to the aforementioned items.

          The Company incurred  a net  loss of  approximately $420,000  in
          1995 versus a net loss of approximately $170,000 in  1994 due to
          the reduction in net sales and gross profit as described above.

          LIQUIDITY AND CAPITAL RESOURCES

          The Company had  working capital of  $4,805,675 at July  1, 1995
          compared to working capital of $5,168,136 at April 1, 1995 and a
          current ratio  (the  ratio  of  total current  assets  to  total
          current liabilities) of 1.91 to 1 at July 1, 1995  compared to a
          current ratio of 1.86 to 1 at April 1, 1995.

          The Company has historically  maintained a strong  cash position
          and management believes that this will continue in the future.

          At July  1,  1995, the  Company  had  long term  obligations  of
          $913,767.  Management anticipates that its ability  to repay its
          long  term  debt  will  be  satisfied  primarily  through  funds
          generated from its operations.






          Management believes that the Company has excellent relationships
          with its  banks  and  suppliers  and  does  not  anticipate  any
          significant difficulties  in  financing  operations  at  current
          levels.

          Management anticipates that  cash generated from  operations and
          cash equivalent  on hand  will provide  sufficient liquidity  to
          maintain adequate working capital for operations and the opening
          of any new stores during the next few years.

          Inflation trends have  not had an  impact upon  revenues because
          increases in costs have been passed along to customers.

          The Company's business is  seasonal in nature, with  the highest
          sales and earnings occurring in the third  fiscal quarter, which
          includes the Christmas selling season.

          Subsequent to July 1, 1995 the  Company sold its leasehold  in a
          store to the landlord for cash proceeds of $325,000.

          <PAGE>
                              URT ENTERTAINMENT CORP.
                                 OTHER INFORMATION

          PART II

          Item 6.        Exhibits and Reports on Form 8-K

          In the opinion of  the Company, no Form  8-K was required  to be
          filed during the quarter reporting any  material unusual charges
          or credits to income during  the quarter, or reporting  a change
          in independent accountants.

          <PAGE>
                              URT ENTERTAINMENT CORP.
                                     SIGNATURES


               Pursuant to the requirements of the Securities Exchange Act
          of 1934, the Registrant has duly caused this report to be signed
          on its behalf by the undersigned thereunto duly authorized.


                                        URT INDUSTRIES, INC.
                                        Registrant


          Date:  August 15, 1995        Allan Wolk
                                        Allan Wolk, Chairman of the Board
                                        (Principal Executive Officer)

          Date:  August 15, 1995        Jason Wolk
                                        Jason Wolk, Vice President





                                        (Chief Accounting Officer)
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

          <ARTICLE> 5
          <MULTIPLIER>   1
                 
          <S>                           <C>
          <FISCAL-YEAR-END>             March 29 1996
          <PERIOD-START>                April 2, 1995
          <PERIOD-END>                  July 1, 1995
          <PERIOD-TYPE>                 3-mos
          <CASH>                        1,392,066
          <SECURITIES>                  2,654,410
          <RECEIVABLES>                 0
          [ALLOWANCE]                   0
          <INVENTORY)                   5,357,164
          <CURRENT-ASSETS>              10,076,690
          <PP&E>                        3,030,988
          <DEPRECIATION>                0
          <TOTAL-ASSETS>                13,407,469
          <CURRENT-LIABILITIES>         5,271,015
          <BONDS>                       0
                   0
                             0
          <COMMON>                      153,175
          <OTHER-SE>                    6,128,954
          <TOTAL-LIABILITY-AND-EQUITY>  13,407,469
          <SALES>                       6,268,280
          <TOTAL-REVENUES>              6,268,280
          <CGS>                         3,997,811
          <TOTAL-COSTS>                 6,779,971
          <OTHER EXPENSES>              0
          <LOSS-PROVISION>              0
          <INTEREST-EXPENSE>            20,732
          <INCOME-PRETAX>               (481,955)
          <INCOME-TAX>                  0
          <INCOME-CONTINUING>           (61,771)
          <DISCONTINUED>                0
          <EXTRAORDINARY>               (61,771)
          <CHANGES>                     0
          <NET-INCOME>                  (420,184)
          <EPS-PRIMARY>                 0
          <EPS-DILUTED>                 0
                  
          
</TABLE>


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