<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 24, 2000
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _____________ to ______________.
Commission File Number 000-30011
---------
THRIFT MANAGEMENT, INC.
-----------------------
(Exact name of small business issuer as
specified in its charter)
Florida 65-0309540
--------------------------------- ------------------
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
3141 W. Hallandale Beach Boulevard
Hallandale, Fl 33009
-------------------------------------------------------
(Address of principal executive offices)
Issuer's telephone number, including area code: (954) 985-8430
--------------
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: At November 6, 2000, there
were outstanding 2,547,210 shares of Common Stock, $.01 par value per share.
Transitional Small Business Disclosure Format: Yes [ ] No [X]
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
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<S> <C> <C>
PART I
ITEM 1. FINANCIAL STATEMENTS......................................................1
CONSOLIDATED BALANCE SHEET AT SEPTEMBER 24, 2000 (UNAUDITED)..............1
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND
NINE MONTHS ENDED SEPTEMBER 24, 2000 AND
SEPTEMBER 26, 1999 (UNAUDITED)............................................2
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE
NINE MONTHS ENDING SEPTEMBER 24, 2000 (UNAUDITED).........................3
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)....................4
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS.............................8
PART II
ITEM 2. CHANGES IN SECURITIES....................................................12
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.........................................12
SIGNATURE.........................................................................13
</TABLE>
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THRIFT MANAGEMENT, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
September 24, 2000
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ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 501,121
Merchandise inventories 548,018
Prepaid expenses 677,744
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TOTAL CURRENT ASSETS 1,726,883
EQUIPMENT, FIXTURES AND IMPROVEMENTS, net 858,723
PREPAID EXPENSES - NON-CURRENT 86,621
DEFERRED TAX ASSET 311,000
OTHER ASSETS 87,064
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TOTAL ASSETS $ 3,070,291
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LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable 231,226
Accrued expenses 362,041
-----------
TOTAL CURRENT LIABILITIES 593,267
LONG-TERM LIABILITIES
7% Convertible Debentures 1,000,000
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TOTAL LIABILITIES 1,593,267
STOCKHOLDERS' EQUITY
Preferred stock: $.01 par value, authorized 1,500,000
shares, issued and outstanding 250,000 shares 2,500
Common stock: $.01 par value, authorized 15,000,000
shares, issued and outstanding 2,547,210 shares 25,472
Additional paid-in capital 4,318,685
Accumulated deficit (2,869,633)
-----------
TOTAL STOCKHOLDERS' EQUITY 1,477,024
-----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 3,070,291
===========
See accompanying notes.
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THRIFT MANAGEMENT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
------------------------------------ -----------------------------------
September 24, September 26, September 24, September 26,
2000 1999 2000 1999
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<S> <C> <C> <C> <C>
Net sales $ 2,205,705 $ 2,141,344 $ 6,808,701 $ 6,951,708
Cost of goods sold 1,374,430 1,432,317 4,201,310 4,437,484
----------- ----------- ----------- -----------
GROSS PROFIT 831,275 709,027 2,607,391 2,514,224
Selling, general and administrative
expenses 1,305,226 1,010,091 3,999,290 3,005,495
Officer's bonus incentive 22,057 21,383 68,312 69,942
----------- ----------- ----------- -----------
TOTAL OPERATING EXPENSES 1,327,283 1,031,474 4,067,602 3,075,437
----------- ----------- ----------- -----------
(LOSS) FROM OPERATIONS (496,008) (322,447) (1,460,211) (561,213)
Interest expense 17,453 -- 36,057 --
Interest income (8,309) (7,816) (30,834) (24,980)
----------- ----------- ----------- -----------
(LOSS) BEFORE INCOME
TAX (BENEFIT) (505,152) (314,631) (1,465,434) (536,233)
Income tax (benefit) -- (118,396) -- (201,784)
----------- ----------- ----------- -----------
NET (LOSS) $ (505,152) $ (196,235) $(1,465,434) $ (334,449)
=========== =========== =========== ===========
(Loss) per share:
Basic:
Net (loss) $ (0.20) $ (0.09) $ (0.59) $ (0.15)
=========== =========== =========== ===========
Diluted:
Net (loss) $ (0.20) $ (0.08) (0.59) $ (0.14)
=========== =========== =========== ===========
Weighted average number of shares:
Basic: 2,547,210 2,191,480 2,465,710 2,194,480
=========== =========== =========== ===========
Diluted: 2,547,210 2,382,979 2,465,710 2,382,979
=========== =========== =========== ===========
</TABLE>
See accompanying notes.
2
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THRIFT MANAGEMENT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Nine Months Ending
----------------------------
September 24, September 26,
2000 1999
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<S> <C> <C>
Cash flows from operating activities:
Net (loss) $(1,465,434) $ (334,449)
Adjustments to reconcile net (loss) to
net cash used in operating activities:
Depreciation and amortization 142,134 118,806
Amortization of prepaid consulting expenses paid
with common stock and warrants 647,362 --
Deferred income tax (benefit) -- (201,784)
Stock options issued to directors and a
consultant for services 117,757 --
Changes in assets and liabilities:
Decrease (increase) in merchandise inventories 40,523 (45,813)
(Increase) decrease in prepaid expenses and other assets (218,919) 94,487
(Decrease) in accounts payable (113,703) (55,838)
Increase in accrued expenses 210,647 37,455
Decrease in refundable income taxes -- 42,400
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Total adjustments 825,801 (10,287)
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NET CASH (USED IN) OPERATING ACTIVITIES (639,633) (344,736)
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Cash flows from investing activities:
Purchase of property and equipment (57,162) (185,569)
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NET CASH (USED IN) INVESTING ACTIVITIES (57,162) (185,569)
----------- -----------
Cash flows from financing activitities:
Advances to stockholder, net -- 47,367
Warrants exercised -- 16,050
Warrants redeemed -- (148,930)
Options exercised 11,250 51,650
Proceeds from sale of convertible debenture 1,000,000 --
----------- -----------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 1,011,250 (33,863)
----------- -----------
NET INCREASE (DECREASE) IN CASH 314,455 (564,168)
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD 186,666 873,341
----------- -----------
CASH AND CASH EQUIVALENTS - END OF PERIOD $ 501,121 $ 309,173
=========== ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION:
Cash paid during the period for:
Interest $ -- $ --
=========== ===========
Income taxes $ -- $ --
=========== ===========
</TABLE>
See accompanying notes.
3
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THRIFT MANAGEMENT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(1) BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been
prepared in accordance with the instructions to Form 10-QSB and do not include
all of the information and footnotes required by generally accepted accounting
principles for complete financial statements. However, such information reflects
all adjustments (consisting solely of normal recurring adjustments), which are,
in the opinion of management, necessary for a fair statement of results for the
interim periods.
The results of operations for the three and nine months ended September
24, 2000 are not necessarily indicative of the results to be expected for the
full year.
These statements should be read in conjunction with the consolidated
financial statements and notes thereto included in the Form 10-KSB for the year
ended December 26, 1999 of Thrift Management, Inc. (the "Company" or "TMI").
(2) ORGANIZATION
The consolidated financial statements at September 24, 2000 and
September 26, 1999 include the accounts of the Company, Hallandale Thrift
Management, Inc. ("HTMI"), Thrift Shops of South Broward, Inc. ("TSSB"), Thrift
Shops of West Dade, Inc. ("TSWD"), Hallandale Thrift, Inc. ("HTI"), North
Broward Consignment, Inc. ("NBCI"), Thrift Shops of North Lauderdale, Inc.
("TSNL"), Thrift Retail, Inc. ("TRI"), Thrift Management Canada, Inc. ("TMCI"),
Thrift Export, Inc. ("TEI"), Thrift Holdings, Inc. ("THI") and
Collectiblesandart.com, Inc. ("CACI"). (HTMI, TSSB, TSWD, HTI, NBCI, TSNL, TRI,
TMCI, TEI, THI and CACI are collectively referred to herein as the
"Subsidiaries"). All significant intercompany accounts and transactions have
been eliminated in consolidation.
(3) STOCKHOLDERS' EQUITY
On November 28, 1999, TMI entered into an internet product development
agreement with BFW Advertising, Inc. whereby BFW Advertising will design and
prepare a specialized interactive web site for the purpose of electronic
commerce, marketing and promotion of TMI's subsidiary CACI. This agreement
provides for payment of fees in the form of cash and shares of capital stock.
The total contract price for project application design and development is
$84,960 (subject to price adjustments due to change orders), of which $28,800
shall be paid in cash and $56,160 in capital stock. The cash portion of the
compensation is payable in three installment payments of $12,000, $8,800 and
$8,000 on the payment milestones stated in the agreement and the $56,160 in
capital stock shall be issued upon final acceptance of the project, at the
then-market price of the shares so issued. Any future adjustments of the
original contract price are payable 40% in cash and 60% in capital stock. The
second cash
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payment of $8,800 related to this agreement was made in the nine months ended
September 24, 2000.
On December 2, 1999, TMI entered into an investor relations agreement
with InsiderStreet.com, Inc. whereby InsiderStreet.com, Inc. provides TMI with
various financial services including a listing on its home page, development of
a corporate profile with an investor inquiry function, listing on "Companies to
Watch" section and assistance with preparation of press releases and corporate
mentions. This agreement expires in 12 months and provides for a payment of
$2,500 plus 125,000 restricted shares of common stock. The cash payment of
$2,500 was made in the 1999 fiscal year. On December 27, 1999 (fiscal year
2000), 125,000 restricted shares of common stock were issued, which were valued
at $548,437, or 90%, of the stock closing price on the effective date of the
agreement. The Company has recorded the issuance of the 125,000 restricted
shares of common stock as of December 26, 1999. Amounts related to this
agreement are being amortized over the 12-month period commencing December 27,
1999. Amortization expense related to this agreement recorded in the three and
nine months ended September 24, 2000 amounted to $137,110 and $411,328,
respectively.
During March 2000, a total 5,000 shares of common stock were issued as
a result of the exercise of stock options granted to employees under the 1996
Stock Option Plan. Total consideration received by the Company amounted to
$11,250.
On March 21, 2000, the Company completed a private placement of a 7%
convertible debenture with a principal amount of $1,000,000 (the "Debenture").
The Debenture matures on March 21, 2003, and is automatically convertible into
shares of the Company's common stock at a conversion rate equal to the lower of
(i) 80% of the five-day average closing bid price as reported for the five
consecutive trading days prior to the conversion date; or (ii) 80% of the
five-day average closing bid price as reported for the five consecutive trading
days prior to the issuance of the Debenture (the "Conversion Price") subject to
adjustment as provided in the Debenture. Interest on the Debenture is payable at
the time of conversion in cash or in shares of the Company's common stock, at
the Company's option.
The net proceeds to the Company from the sale of the Debenture totaled
$825,000. The placement agent received a cash commission of $130,000, plus
reimbursement of legal fees, and a five-year warrant to purchase 50,000 shares
of the Company's common stock at an exercise price equal to 110% of the
Conversion Price of the Debenture, subject to adjustment under the terms of such
warrant. The expenses related to this agreement are being amortized over the
36-month period commencing March 21, 2000. Amortization expenses recorded in the
three and nine months ended September 24, 2000 amounted to $14,544 and $30,046,
respectively.
On April 13, 2000, TMI entered into a financial consulting agreement
with FAC Enterprises, Inc. whereby FAC Enterprises, Inc. provides TMI with
various consulting services including financial consulting and strategic
planning services. This agreement expires in 12 months and provides for
compensation in the form of 200,000 restricted shares of common stock, which
were valued at $270,000, or 90%, of the stock closing price on the date the
agreement was executed. The Company has recorded the issuance of the 200,000
restricted common shares as of April 13, 2000. The amounts related to this
agreement are being amortized over the 12-month period commencing April 14,
2000. Amortization expenses related to this agreement recorded in the three and
nine months ended September 24, 2000 amounted to $67,315 and $121,315,
respectively.
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On April 13, 2000, TMI entered into a consulting agreement with Lorden
International, Inc. whereby Lorden International, Inc. provides TMI with various
financial consulting and strategic planning services. This agreement expires in
12 months and provides for compensation in the form of five-year warrants to
purchase an aggregate of 120,000 shares of the Company's common stock at an
exercise price of $1.50 per share. The warrants were valued at $159,939, which
is being amortized over the 12-month period commencing April 14, 2000.
Amortization expenses related to this agreement recorded in the three and nine
months ended September 24, 2000 amounted to $39,875 and $71,863, respectively.
On May 2, 2000, TMI entered into an investment banking agreement with
Donner Corporation International effective July 1, 2000 and continuing on a
month-to-month basis. This agreement provides for compensation for services in
the form of a one-time grant of warrants to purchase 25,000 shares of common
stock at an exercise price of $4.00 per share during any five business day
consecutive period the stock price of TMI closes at or above $6.00 per share;
and warrants to purchase 25,000 shares of common stock at an exercise price of
$7.00 per share on any five business day consecutive period in which the stock
price of TMI closes at or above $10.00 per share. The warrants expire on April
1, 2005. The warrants were valued at $107,877, which is being amortized over the
12-month period commencing May 3, 2000. Amortization expenses related to this
agreement recorded in the three and nine months ended September 24, 2000
amounted to $26,895 and $42,855, respectively.
(4) CASH AND CASH EQUIVALENTS
At September 24, 2000, the Company had cash and investments in various
bank money market accounts and non-operating accounts with an aggregate value of
$501,121.
(5) STOCK OPTION PLAN
In 2000, the Company granted a total of 75,500 stock options to its
employees, outside directors and a consultant under the Company's 1996 Stock
Option Plan at exercise prices equal to the fair market value of the common
stock on the dates of the grants. These options generally vest next year and
expire not later than 2010. The Company recognized compensation expense
amounting to $117,757 related to options issued to directors and a consultant in
the nine months ending September 24, 2000.
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(6) COMMITMENTS
In May 2000, the Company's Board of Directors modified its prior
approval of the prepayment of up to $155,000 of salary and bonus to be paid to
the Company's President. Such prepayment bears interest on the amount prepaid at
the annual rate of 8.0% until paid in full on or before the due date, which was
extended by the Board to December 31, 2001. Prepaid expenses as of September 24,
2000 include $148,916 in prepaid bonus to the Company's President.
7
<PAGE> 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following is an analysis of the results of operations of Thrift
Management, Inc. and subsidiaries (collectively, the "Company") and its
liquidity and capital resources. The Company cautions readers that certain
important factors may affect the Company's actual results and could cause such
results to differ materially from any forward-looking statements that may be
deemed to have been made in this Report or that are otherwise made by or on
behalf of the Company. For this purpose, any statements contained in this Report
that are not statements of historical fact may be deemed to be forward-looking
statements which involve risks and uncertainties. Without limiting the
generality of the foregoing, words such as "may," "expect," "believe,"
"anticipate," "intend," "could," "estimate," or "continue" or the negative or
other variations thereof or comparable terminology are intended to identify
forward-looking statements. These risks include: risks of increases in the costs
of the Company's merchandise and the continued availability of suitable
merchandise; the Company's relationship with its suppliers, licensors and
contributors; changes in preferences of customers; competitive and general
economic factors in the markets where the Company sells and collects goods; the
impact of and changes in government regulations such as restrictions or
prohibitions relating to the contribution of charitable goods; and other factors
discussed herein or from time to time in the Company's other filings with the
Securities and Exchange Commission.
The following discussion and analysis should be read in conjunction
with the consolidated financial statements and the related notes thereto of the
Company included elsewhere herein.
GENERAL
The Company currently operates six retail thrift stores that offer new
and used articles of clothing, furniture, miscellaneous household items and
antiques. The Company obtains its merchandise primarily from two sources: (i)
purchase contracts with charitable organizations, and (ii) various independent
contract collectors from whom the Company purchases merchandise in bulk. The
Company is registered with the State of Florida as a professional solicitor.
Items from the stores that remain unsold are sold in bulk to exporters, which
ship the items to countries throughout the Caribbean, Central and South America,
and Eastern Europe.
RESULTS OF OPERATIONS
FOR THE THREE MONTHS ENDED SEPTEMBER 24, 2000 AND SEPTEMBER 26, 1999
Revenues for the three months ended September 24, 2000 and September
26, 1999 totaled $2,205,705 and $2,141,344, respectively. Sales increased
$64,361, or 3.0%, for the third quarter of 2000 compared to the third quarter of
1999. On May 9, 2000, the Pompano Beach store was closed, which represented a
$101,429 sales decrease in the third quarter of 2000. The same-store sales for
the three months increased 8.0% as compared to the 5.4% decrease in the first
quarter of 2000 and the 3.4% decrease in the second quarter of 2000.
The Company's gross profit for the third quarter of 2000 increased
$122,248, or 17.2%, to $831,275 from $709,027 for the third quarter of 1999. The
increase in the gross profit margin
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from 33.1% in the third quarter of 1999 to 37.7% in the third quarter of 2000 is
attributable to the decrease in the cost of goods sold. The Company reduced its
merchandise purchased from independent contract collectors by 67% in the third
quarter of 2000 as compared to the third quarter of 1999. In the third quarter
of 2000, the gross profit margin of stores opened more than a year increased to
37.4% as compared to 34.9% in the third quarter of 1999. This increase was due
primarily to the continuing expansion and maturity of the Company's solicitation
efforts. In the third quarter of 2000 the Company began operating its fourth
door-to-door solicitation program.
Operating expenses for the third quarter of 2000 increased $295,809 or
28.7%, to $1,327,283 from $1,031,474 for the third quarter of 1999, reflecting
the impact of various non-cash and start-up expenses incurred in the third
quarter of 2000 that the Company did not incur in the third quarter of 1999 as
described below:
Operating expenses for the three months ending September 24, 2000
include: $137,109 in amortization of investor relations consulting expenses paid
with common stock; $67,315 amortization of financial consulting expenses paid
with common stock; $66,771 amortization of consulting expenses paid with
warrants to purchase common stock; $14,544 in amortization of debenture
expenses; and $72,148 in start-up expenses of the Company's new internet
subsidiary, Collectiblesandart.com, Inc. In addition, there was an increase of
$13,725 in corporate overhead expenses relating to higher professional fees. The
$357,887 in non-cash and start-up expenses detailed above, along with the
$13,725 increased corporate overhead, were partially offset by a decrease in
store operating expenses amounting to $23,194. These $357,887 non-cash and
start-up expenses in the third quarter of 2000, which are expected to continue
for the next six months, contributed to the Company's $505,152 net loss for the
quarter. The store operating profit in the third quarter ended September 24,
2000 increased 102.3% as compared to the third quarter of 1999 resulted from
closing the Pompano Beach store, an increase in sales and gross profits and a
decrease in operating expenses in the new Orlando store, and a 33.4% increase in
same-store operating profit.
FOR THE NINE MONTHS ENDED SEPTEMBER 24, 2000 AND SEPTEMBER 26, 1999
Revenues for the nine months ended September 24, 2000 and September 26,
1999 totaled $6,808,701 and $6,951,708, respectively. Sales decreased $143,007,
or 2.1%, for the nine months of 2000 compared to the nine months of 1999. The
Pompano Beach store was closed on May 9, 2000 and accounts for a $209,464
decrease in revenues and the new Orlando store accounts for a $106,631 increase
in revenue. The same-store sales for the nine months of 2000 decreased 0.7% as
compared to the nine months of 1999.
The Company's gross profit for the nine months of 2000 increased
$93,167, or 3.7%, to $2,607,391 from $2,514,224 for the nine months of 1999. The
increase in the gross profit margin from 36.2% in the nine months of 1999 to
38.3% in the nine months of 2000 is attributable to the decrease in the cost of
goods sold. The Company reduced its merchandise purchased from independent
contract collectors by 62% in the nine months of 2000 as compared to the nine
months of 1999. This increase was due primarily to the expansion and maturity of
the Company's solicitation efforts. In the nine months of 2000 the Company began
operating its third and fourth door-to-door solicitation programs.
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Operating expenses for the nine months of 2000 increased $992,165, or
32.3%, to $4,067,602 from $3,075,437 for the nine months of 1999, reflecting the
impact of various non-cash and start-up expenses incurred in the nine months of
2000 that the Company did not incur in the nine months of 1999, as described
below:
Operating expenses for the nine months ending September 24, 2000
include: $411,329 in amortization of investor relations consulting expenses paid
with common stock; $121,315 amortization of financial consulting expenses paid
with common stock; $114,718 amortization of consulting expenses paid with
warrants to purchase common stock; $117,757 in compensation expense related to
stock options issued to outside directors and a consultant for services; $30,046
in amortization of debenture expenses; and $182,100 in start-up expenses of the
Company's new internet subsidiary, Collectiblesandart.com, Inc. In addition,
corporate overhead increased by $130,339, which was primarily the result of
professional fees related to the Debentures. The additional $977,265 in non-cash
and start-up expenses were partially offset by a decrease in store operating
expenses of $62,372. These $977,265 non-cash and start-up expenses in the nine
months of 2000, which are expected to continue for the next six months,
contributed to the Company's $1,465,434 net loss for the nine months.
The stores operating profit in the nine months ended September 24, 2000
increased 19.5% as compared to the nine months ended September 26, 1999 which
was the result of closing the Pompano Beach store, increased sales and gross
profits and a decrease in operating expenses of the new Orlando store, and a
8.2% increase in same store operating profit.
LIQUIDITY AND CAPITAL RESOURCES
At September 24, 2000, the Company had working capital of $1,133,616 as
compared to working capital of $923,350 at December 26, 1999.
Cash and cash equivalents at September 24, 2000 totaled $501,121, an
increase of $314,455, as compared to $186,666 at December 26, 1999. Net cash
used in operating activities totaled $639,633 for the nine months ending
September 24, 2000, as compared to $344,736 net cash used in operating
activities for the nine months ended September 26, 1999. The cash used in the
purchase of property and equipment totaled $57,162. The net cash provided by
financing activities in the nine months of 2000 was $1,011,250, primarily the
result of the issuance of the Debentures. By comparison, in 1999, $33,863 in net
cash used in financing activities was primarily from the redemption of warrants
partially offset by the exercise of warrants and options and the repayment of
advances to stockholder. The Company believes that its current capital
resources, together with the expected cash flow from its operations, will be
sufficient to meet its anticipated working capital requirements through 2000.
There can be no assurances, however, that such will be the case.
The Company is currently seeking sources of additional capital for
general corporate purposes, as well as for the start-up of its Internet
subsidiary Collectiblesandart.com, Inc. The Company is in the process of
completing the development of the auction and sales portion of the website,
which is initially expected to offer for sale directly or by auction existing
inventories from the Company's retail stores. Depending on demand by consumers
and other users of the site, the Company currently anticipates that this portion
of the website may generate revenues from the time of its launch.
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Although the auction and sales portion of the website is in the final
stages of development, the Company has decided to delay the website's launch
until an additional component of the site, in which the Company proposes to
offer to third-party collectibles and antiques dealers "turn-key" website
operations on an application service provider basis, is completed and until the
Company is able to initiate its marketing efforts. The Company will require
significant additional capital in order to complete development of the site, to
develop and launch its advertising and marketing efforts, and to build
additional inventories. There can be no assurances that the Company will be able
to obtain capital for these purposes, if at all, on terms that are satisfactory
to the Company or in an amount that is sufficient to accomplish this plan.
Accordingly, the Company cannot estimate at this time the anticipated launch
date of its website.
INFLATION AND SEASONALITY
Although the Company cannot accurately determine precisely the effects
of inflation, management does not believe that inflation currently has a
material effect on the Company's sales or results of operations.
The Company's operations are located in South Florida, which has
numerous part-time residents during the winter. The Company's results of
operations reflect the seasonable nature of this market, with donations and
sales of merchandise being higher in the winter months.
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PART II - OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES
In the first nine months of 2000, the Company granted options to
purchase an aggregate of 75,500 shares of the Company's common stock to the
Company's employees, outside directors and a consultant pursuant to the
Company's 1996 Stock Option Plan. The options are exercisable at exercise prices
equal to the fair market value of the common stock on the dates of grant. The
options expire no later than 2010. These grants of options were exempt from
registration pursuant to Section 4(2) of the Securities Act of 1933, as amended
(the "Securities Act").
In December 1999, the Company also issued an aggregate of 125,000
shares of the Company's common stock to an unaffiliated third party in exchange
for consulting services. The Company did not pay fees or commissions in
connection with this issuance. This issuance was exempt from registration
pursuant to Section 4(2) of the Securities Act.
In April 2000, the Company issued 200,000 shares of its common stock to
an unaffiliated third party in exchange for services to be rendered to the
Company over a one-year period. The Company did not pay fees or commissions in
connection with this issuance. The issuance was exempt from registration
pursuant to Section 4(2) of the Securities Act.
In April 2000, the Company also issued five-year warrants to purchase
120,000 shares of the Company's common stock at an exercise price of $1.50 per
share to a business consulting corporation in payment for services to be
rendered to the Company over a one-year period. The Company did not pay fees or
commissions in connection with this issuance. The issuance was exempt from
registration pursuant to section 4(2) of the Securities Act.
In May 2000, the Company issued 59-month warrants to purchase 25,000
shares of the Company's common stock at an exercise price of $4.00 per share,
and 25,000 shares of the Company's common stock at an exercise price of $7.00
per share to an investment banking consultant in payment for services to be
rendered to the Company. The Company did not pay fees or commissions in
connection with this issuance. The issuance was exempt from registration
pursuant to Section 4(2) of the Securities Act.
There was no public solicitation or general advertising in connection
with the issuances described above. To the Company's knowledge, the management
of each of the companies above was sophisticated in financial investments and
was familiar with the Company's business and operations.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
Exhibit No. Description of Exhibit
----------- ----------------------------------------------
10.1 Amended and Restated Promissory Note effective
as of May 30, 2000 by Marc Douglas in favor of
the Company
11 Statement re: Computation of Earnings
27 Financial Data Schedule (SEC Use Only)
(b) Reports on Form 8-K:
None.
12
<PAGE> 15
SIGNATURE
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.
THRIFT MANAGEMENT, INC.
By: /s/ Marc Douglas
-------------------------------------------
Marc Douglas, President and Chief Executive
Officer (Principal Executive Officer)
By: /s/ Stephen L. Wiley
-------------------------------------------
Stephen L. Wiley, Chief Financial
Officer (Principal Financial Officer)
Date: November 8, 2000
13
