UNITED STATES
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 June 27, 1998 Commission File No. 0-6882
URT INDUSTRIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Florida 59-1167907
(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
Incorporation or Organization)
1180 E. Hallandale Beach Blvd., Hallandale, FL 33009
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (954) 454-5554
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 (or for such shorter period that the registrants were
required to file such reports), 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 June 27, 1998, there were outstanding:
10,857,068 shares of Class A common stock 1,348,141 shares of Class B common
stock
<PAGE>
URT INDUSTRIES, INC. AND SUBSIDIARIES
Index
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets -
June 27, 1998 (Unaudited) and March 28, 1998 3
Condensed Consolidated Statements of Operations and
Retained Deficit - Three Months Ended June 27, 1998
and June 28, 1997 (Unaudited) 4
Condensed Consolidated Statements of Cash Flows -
Three Months Ended June 27, 1998 and
June 28, 1997 (Unaudited) 5
Notes to Condensed Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 9
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 12
SIGNATURES 13
- 2 -
<PAGE>
PART I - Financial Information
Item 1. Consolidated Financial Statements
URT INDUSTRIES, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
June 27, 1998 and March 28, 1998
<TABLE>
<CAPTION>
June 27, March 28,
Assets 1998 1998
----------- -----------
(unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 696,494 1,281,098
Marketable investment securities 1,048,035 1,032,740
Inventories 2,535,148 2,433,433
Current portion due from officers/shareholders 45,302 45,302
Prepaid expenses and other current assets 261,462 387,048
----------- -----------
Total current assets 4,586,441 5,179,621
Property and equipment, net 1,445,938 1,364,333
Due from officers/shareholders 28,036 37,722
Other assets 206,758 201,652
----------- -----------
$ 6,267,173 6,783,328
=========== ===========
Liabilities and Shareholders' Equity
Current liabilities:
Current portion of long-term obligations 652,665 732,319
Accounts payable 2,058,160 2,014,674
Accrued liabilities 813,606 901,325
----------- -----------
Total current liabilities 3,524,431 3,648,318
Long-term obligations 548,457 578,127
Deferred rent 63,988 62,834
Minority interest in a subsidiary 12,859 27,296
----------- -----------
Total liabilities 4,149,735 4,316,575
----------- -----------
Shareholders' equity:
Common stock, $.01 par value; 30,000,000 shares
authorized; 15,317,454 shares issued 153,175 153,175
Additional paid-in capital 5,542,152 5,542,152
Retained deficit (2,559,554) (2,210,239)
Treasury stock, 3,159,245 common shares, at cost (1,018,335) (1,018,335)
----------- -----------
Total shareholders' equity 2,117,438 2,446,753
Commitments and contingencies
----------- -----------
$ 6,267,173 6,783,328
=========== ===========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
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<PAGE>
URT INDUSTRIES, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations and Retained Deficit
Three months ended June 27, 1998 and June 28, 1997
(Unaudited)
<TABLE>
<CAPTION>
June 27, June 28,
1998 1997
----------- -----------
<S> <C> <C>
Net sales $ 3,869,760 4,124,351
----------- -----------
Costs and expenses:
Cost of sales 2,318,804 2,553,090
Selling, general and administrative expenses 1,841,710 1,759,464
Depreciation and amortization 58,546 66,653
----------- -----------
4,219,060 4,379,207
Loss from operations (349,300) (254,856)
----------- -----------
Other (expense) income:
Interest expense (29,816) (45,777)
Interest income 15,364 23,342
----------- -----------
(14,452) (22,435)
----------- -----------
Loss before reorganization costs, income taxes and
minority interest (363,752) (277,291)
Reorganization costs:
Professional fees -- (44,000)
----------- -----------
Loss before income taxes and minority interest
(363,752) (321,291)
Provision for income taxes -- --
----------- -----------
Loss before minority interest (363,752) (321,291)
Minority interest in net loss of consolidated subsidiary (14,437) (14,596)
----------- -----------
Net loss (349,315) (306,695)
Retained deficit, beginning of period (2,210,239) (1,335,377)
----------- -----------
Retained deficit, end of period $(2,559,554) (1,642,072)
=========== ===========
Basic and diluted loss per common share: (.03) (.03)
=========== ===========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
- 4 -
<PAGE>
URT INDUSTRIES, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
Three months ended June 27, 1998 and June 28, 1997
(Unaudited)
<TABLE>
<CAPTION>
June 27, June 28,
1998 1997
----------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (349,315) (306,695)
----------- -----------
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 58,546 66,563
Deferred rent 1,154 (11,238)
Minority interest in net loss of consolidated
subsidiary (14,437) (14,596)
Change in assets and liabilities affecting cash flows
from operating activities:
(Increase) decrease in:
Inventories (101,715) (48,530)
Prepaid expenses and other current assets 125,586 148,647
Other assets (5,106) (483)
Increase (decrease) in:
Accounts payable 43,486 247,919
Accrued liabilities (87,719) (218,363)
----------- -----------
Net cash used in operating activities (329,520) (136,776)
----------- -----------
Cash flows from investing activities:
Purchase of marketable investment securities (15,295) (1,417,365)
Purchases of property and equipment (140,151) (21,254)
Due from officers/shareholders 9,686 5,382
----------- -----------
Net cash used in investing activities (145,760) (1,433,237)
----------- -----------
</TABLE>
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<PAGE>
URT INDUSTRIES, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows, Continued
<TABLE>
<CAPTION>
June 27, June 28,
1998 1997
----------- -----------
<S> <C> <C>
Cash flows from financing activities:
Repayment of long-term obligations (109,324) (108,837)
----------- -----------
Net cash used in financing activities (109,324) (108,837)
----------- -----------
Net decrease in cash and cash equivalents (584,604) (1,678,850)
Cash and cash equivalents, beginning of year 1,281,098 3,130,516
----------- -----------
Cash and cash equivalents, end of year $ 696,494 1,451,666
=========== ===========
Supplemental disclosures of cash flow information:
Cash paid during the period for interest $ 10,218 19,633
=========== ===========
</TABLE>
See accompanying notes to condensed consolidated financial statements
- 6 -
<PAGE>
URT INDUSTRIES, INC. AND SUBSIDIARIES
Notes to Condensed Financial Statements
June 27, 1998 and June 28, 1997
(Unaudited)
(1) Basis of Financial Statement Presentation
The accompanying unaudited condensed 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 consolidated financial statements include the accounts of URT
Industries, Inc. (the "Parent") and its wholly owned nonoperating
subsidiary, and its majority-owned operating subsidiary, Peaches
Entertainment Corporation (93.5 percent of the outstanding stock of which
was owned by the Parent, as of June 27, 1998). All significant intercompany
accounts have been eliminated. Reference to the Company encompasses all or
any of the aforementioned entities.
It is suggested that the accompanying unaudited condensed financial
statements be read in conjunction with the financial statements and notes
included in the Company's annual report on Form 10-K for the year ended
March 28, 1998.
The results of operations for the three months ended June 27, 1998, are not
necessarily indicative of the operating results to be expected for the year
ending April 3, 1999. The Company's business is seasonal in nature, with
the highest sales and earnings historically occurring in the third quarter
of the fiscal year, which includes the holiday selling season.
Inventories, which consist of compact discs, tapes and accessories, are
stated at the lower of cost (principally average) or market.
Certain reclassifications have been made to the (unaudited) June 28, 1997
quarterly financial information to conform to the presentation used in the
(unaudited) June 27, 1998 financial information.
(2) Earnings Per Share
In December 1997, the Company adopted the provisions of Statement of
Financial Accounting Standards No. 128, "Earnings Per Share" ("Statement
128"), which establishes new standards for computing and presenting
earnings per share ("EPS"). Earnings per share for all prior periods have
been restated to reflect the provisions of this Statement.
Basic and diluted loss per share have been computed by dividing net loss,
less preferred dividends by the weighted average number of shares
outstanding during the period.
(Continued)
- 7 -
<PAGE>
URT INDUSTRIES, INC. AND SUBSIDIARIES
Notes to Condensed Financial Statements
Basic and diluted loss per share were calculated as follows:
Three months ended
---------------------------
June 27, June 28,
1998 1997
Basic and diluted:
Net income (loss) less preferred dividends $ (349,315) (306,695)
=========== ===========
Weighted average shares 12,158,209 12,158,209
=========== ===========
Basic and diluted loss per share (.03) (.03)
=========== ===========
(3) Marketable Securities
The Company's debt and equity securities consisting of Treasury bills, are
considered available-for-sale at June 27, 1998 with cost approximating fair
market value. Securities classified as available-for-sale are reported at
fair market value with unrealized gains and losses included in
stockholders' equity. Realized gains and losses are included in interest
income.
(4) Income Taxes
The Company follows Statement of Financial Accounting Standard ("SFAS") No.
109, Accounting for Income Taxes. The Company files a consolidated tax
return with its subsidiaries. Any applicable tax charge or credits are
allocated on a separate return basis. For the three month period ended June
27, 1998, there was no (benefit) provision for income taxes as the Company
has excess net operating loss carryforwards for federal income tax
purposes.
(5) New Accounting Pronouncements
In June 1997, the FASB issued Statement of Financial Accounting Standard
No. 130, "Reporting Comprehensive Income" ("Statement 130"). Statement 130
establishes standards for the reporting and display of comprehensive income
and its components in a full set of general purpose financial statements
and is effective for fiscal years beginning after December 31, 1997. The
adoption of Statement 130 did not have a material impact on the Company's
financial position, results of operations or cash flows.
In 1997, the FASB issued Statement of Financial Accounting Standard No.
131, "Disclosure about Segments of an Enterprise and Related Information"
("Statement 131"). Statement 131 establishes standards for the way that
public business enterprises report information about operating segments in
annual financial statements and requires that these enterprises report
selected information about operating segments in interim financial reports
to shareholders. Statement 131 is effective for financial statements for
the periods beginning after December 15, 1997. The adoption of Statement
131 will not have an effect on the Company because it operates in a single
segment.
(Continued)
- 8 -
<PAGE>
URT INDUSTRIES, INC.
Item 2. Management's Discussions and Analysis of Financial Condition and Results
of Operations for the Three Months Ended June 27, 1998, Compared to the
Three Months ended June 28, 1997.
From time to time, the Company may make certain statements that contain
"forward-looking" information (as defined in the Private Securities Litigation
Reform Act of 1995). Words such as "believe," "anticipate," "estimate,"
"project" and similar expressions are intended to identify such forward-looking
statements. Forward-looking statements may be made by management orally or in
writing, including, but not limited to, in press releases, as part of this
Management's Discussion and Analysis of Financial Condition and Results of
Operations and as a part of other sections of this Annual Report or other
filings. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of their respective dates, and
are subject to certain risks, uncertainties and assumptions. Should one or more
of these risks or uncertainties materialize, or should any of the underlying
assumptions prove incorrect, actual results of current and future operations may
vary materially from those anticipated, estimated or projected.
RESULTS OF OPERATIONS
Sales. Net sales for the three months ended June 27, 1998 decreased by
approximately 6 percent compared to the three months ended June 28, 1997. Such
decrease is attributed to a 4 percent decrease in comparable store sales, and a
2.2 percent decrease due to a store that closed in the third quarter of 1998
fiscal year offset by the new store which opened late in the first quarter of
1999 fiscal year.
Cost of Sales. The cost of sales for the first quarter of 1999 fiscal year was
lower than that of the first quarter of 1998 fiscal year due principally to a
decrease in net sales. Cost of sales as a percentage of net sales has decreased
from 61.9 percent in the first quarter of 1998 fiscal year to 59.9 percent in
the first quarter in 1999 fiscal year primarily due to an increase in certain
retail selling prices and increases in purchase discounts.
Selling, General and Administrative. Selling, general and administrative (SG&A)
expenses, including depreciation, in the first quarter of 1999 fiscal year
increased by 4 percent compared to the first quarter of 1998 fiscal year. Such
increase is primarily attributable to the opening of the Company's new store
offset by the closing of one underperforming store in the third quarter of 1998
fiscal year as well as being offset by a 1.4 percent decrease in comparable
store expenses. SG&A expenses as a percentage of net sales increased from 44
percent in the first quarter of 1998 fiscal year to 49 percent in 1999 fiscal
year first quarter due to the fact that there were expenses incurred throughout
the Company's first quarter of 1999 fiscal year relating to the new store,
although the new store did not open until late in the Company's first quarter of
1999 fiscal year.
Net Loss. The Company incurred a net loss of approximately $349,000 in the first
quarter of 1999 fiscal year versus a net loss of approximately $307,000 in the
first quarter of 1998 fiscal year. Out of the above set forth figure with
respect to the first quarter of the 1999 fiscal year, costs associated with the
opening of the new location in Orlando resulted in a loss of approximately
$127,000.
(Continued)
- 9 -
<PAGE>
URT INDUSTRIES, INC.
LIQUIDITY AND CAPITAL RESOURCES
Liquidity and Capital Resources. Cash generated from operations and cash
equivalents are the Company's primary source of liquidity. Management
anticipates that the cash generated from operations and cash equivalents on hand
will provide sufficient liquidity to maintain adequate working capital for
operations. Management used funds generated from operations as well as funds to
be received from its landlord for the building of the new store which opened in
May 1998. Management anticipates that it would use funds generated from
operations as well as possible financing, for the opening of any new stores,
which it may plan to open during the next few years. For a discussion of recent
developments and uncertainties affecting the Company's liability and capital
resources, see note 3 to the financial statements on form 10-K for the year
ended March 28, 1998.
Long-Term Obligations. At June 27, 1998, the Company had long-term obligations
of $548,457. Management anticipates that its ability to repay its long-term
obligations will be satisfied primarily through funds generated from its
operations.
OTHER MATTERS
Impact of Inflation. Although the Company cannot accurately determine the
precise effect of inflation on its operations, management does not believe
inflation has had a material effect on the results of operations in the last
three fiscal years. When the cost of merchandise items has increased, the
Company has been able to pass the increase on to its customers.
Seasonality. The Company's business is seasonal in nature, with the highest
sales and earnings historically occurring in the third fiscal quarter, which
includes the Christmas selling season.
Year 2000 Compliance. The Year 2000 Issue is the result of computer programs
being written using two digits rather than four to define the applicable year.
Any of the Company's computer programs that have data-sensitive software may
recognize a date using "00" as year 1900 rather than the year 2000. This could
result in a system failure or miscalculations causing disruptions of operations.
The Company has assessed that it will be required to upgrade portions of its
software which was originally purchased from outside vendors, so that its
computer systems will properly utilize dates beyond December 31, 1999. These
upgrades are currently available, and the Company believes that the cost of
these upgrades will not have a material impact on the ongoing results of
operations or financial position of the Company. However, the Company could be
adversely impacted if year 2000 modifications are not properly completed by
either the Company, or its suppliers, banks or any other entity with whom the
Company conducts business.
New Accounting Policies. In June 1997, the FASB issued Statement of Financial
Accounting Standard No. 130, "Reporting Comprehensive Income" ("Statement 130').
Statement 130 establishes standards for the reporting and display of
comprehensive income and its components in a full set of general purpose
financial statements and is effective for fiscal year beginning after December
31, 1997. The adoption of Statement 130 did not have a material impact on the
Company's financial position, results of operations or cash flows.
(Continued)
- 10 -
<PAGE>
URT INDUSTRIES, INC.
In 1997, the FASB issued Statement of Financial Accounting Standard No. 131,
"Disclosure about Segments of an Enterprise and Related Information" ("Statement
131"). Statement 131 establishes standards for the way that public business
enterprises report information about operating segments in annual financial
statements and requires that these enterprises report selected information about
operating segments in interim financial reports to shareholders. Statement 131
is effective for financial statements for the periods beginning after December
15, 1997. The adoption of Statement 131 will not have an effect on the Company
because it operates in a single segment.
(Continued)
- 11 -
<PAGE>
URT INDUSTRIES, INC.
OTHER INFORMATION
PART II
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
27.0 Financial Data Schedule
(b) Reports on Form 8-K
None
(Continued)
- 12 -
<PAGE>
URT INDUSTRIES, INC.
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.
PEACHES ENTERTAINMENT CORPORATION
Registrant
Date:
----------------------- -------------------------------------
Allan Wolk, Chairman of the Board, President
(Principal Executive Officer)
Date:
----------------------- -------------------------------------
Jason Wolk, Executive Vice President,
Chief Financial Officer
(Principal Financial and Accounting Officer)
- 13 -
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
The schedule contains summary financial information extracted from the
registrant's financial statements as of and for the three month period ended
June 28, 1997, and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> APR-03-1999
<PERIOD-END> JUN-27-1998
<CASH> 696,494
<SECURITIES> 1,048,035
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 2,535,148
<CURRENT-ASSETS> 4,586,441
<PP&E> 3,474,799
<DEPRECIATION> 2,028,861
<TOTAL-ASSETS> 6,267,173
<CURRENT-LIABILITIES> 3,524,431
<BONDS> 0
0
0
<COMMON> 153,175
<OTHER-SE> 1,964,263
<TOTAL-LIABILITY-AND-EQUITY> 6,267,173
<SALES> 3,869,760
<TOTAL-REVENUES> 3,869,760
<CGS> 2,318,804
<TOTAL-COSTS> 2,318,804
<OTHER-EXPENSES> 1,900,256
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 29,816
<INCOME-PRETAX> (349,315)
<INCOME-TAX> 0
<INCOME-CONTINUING> (349,315)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (349,315)
<EPS-PRIMARY> (.03)
<EPS-DILUTED> (.03)
</TABLE>
