SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB/A
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended December 31, 1998
Commission File No. 0-16056
TRUDY CORPORATION
353 Main Avenue
Norwalk, Conn. 06851
Incorporated in the State of DELAWARE
Federal Identification No. 06-1007765
Telephone: (203) 846-2274
Trudy Corporation has filed all reports required to be filed by section 13 or 15
(d) of the Securities Act of 1934 during the preceding twelve months and has
been subject to such filing requirements for the past year.
SHARES OUTSTANDING AT
December 31, 1998
Common Stock, $.0001 par value 331,222,249 shares
<PAGE>
TRUDY CORPORATION
PAGE
INDEX NUMBER
- ----- ------
PART I. FINANCIAL INFORMATION
Unaudited Balance Sheets - September 30 and December 31, 1998 ............... 2
Unaudited Statements of Income and Deficit - Three months
and nine months ended December 31, 1997 and December 31, 1998 ........... 3
Unaudited Statements of Cash Flows - Nine months ended
December 31, 1997 and December 31, 1998 ................................. 4
Notes to Unaudited Financial Statements ..................................... 5
Management's Discussion and Analysis ........................................ 6
PART II. OTHER INFORMATION ................................................. 7
SIGNATURES .................................................................. 8
<PAGE>
TRUDY CORPORATION
BALANCE SHEETS
<TABLE>
<CAPTION>
December 31, September 30,
ASSETS 1998 1998
----------- -----------
(Unaudited) (Unaudited)
Current assets
<S> <C> <C>
Cash $ 35,553 $ 69,999
Accounts receivable, net of allowance for doubtful
accounts 53,500 (December 31) 37,299 (September 30) 206,219 744,487
Inventories 1,603,744 1,718,561
Due from vendors 13,851 0
Prepaid expenses and other current assets 139,605 470,555
Prepaid income taxes 7,500 14,826
Deferred income taxes 52,300 59,000
----------- -----------
Total current assets 2,058,772 3,077,428
Plant and equipment (net) 135,905 143,782
Pre-publication costs and royalty advances 334,015 315,579
Deferred income taxes 325,700 319,000
----------- -----------
Total assets $ 2,854,392 $ 3,855,789
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued expenses $ 351,012 $ 604,709
Current portion of long-term debt 26,387 37,159
Current portion of notes payable to related parties and
accrued interest 636,509 630,661
----------- -----------
Total current liabilities 1,013,908 1,272,529
Bank note payable 385,000 855,688
Long-term debt 189,111 189,111
Notes payable to related parties 168,875 166,342
----------- -----------
Total liabilities 1,756,894 2,483,670
----------- -----------
Stockholders' equity
Common stock, par value $.0001; 850,000,000 shares
authorized; 331,222,249 issued and outstanding 33,123 33,123
Capital in excess of par value 4,000,316 4,000,316
Accumulated deficit (2,935,941) (2,661,320)
----------- -----------
Total stockholders' equity 1,097,498 1,372,119
----------- -----------
Total liabilities and stockholders' equity $ 2,854,392 $ 3,855,789
=========== ===========
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
TRUDY CORPORATION
Statements of Income and Deficit
(Unaudited)
Three Months Ended Nine Months Ended
-------------------------------- ---------------------------------
Dec. 31 Dec. 31 Dec. 31, Dec. 31,
1998 1997 1998 1997
-------------- --------------- ---------------- -------------
<S> <C> <C> <C> <C>
Net sales $ 1,272,486 $ 2,108,990 $ 3,004,687 $ 4,366,399
-------------- --------------- ---------------- -------------
Operating costs & expenses:
Cost of sales 509,331 811,383 1,436,846 2,108,811
Selling, general and administrative 976,514 1,011,623 1,811,394 1,830,973
-------------- --------------- ---------------- -------------
1,485,845 1,823,006 3,248,240 3,939,784
-------------- --------------- ---------------- -------------
Income (loss) from operations (213,359) 285,984 (243,553) 426,615
-------------- --------------- ---------------- -------------
Other income (expenses):
Other income (12,371) 4,656 (2,112) 14,740
Interest expense, net (30,891) (25,986) (86,913) (64,110)
Depreciation (18,000) (2,781) (53,500) (8,421)
-------------- --------------- ---------------- -------------
(61,262) (24,111) (142,525) (57,791)
-------------- --------------- ---------------- -------------
Income (loss) before income taxes (274,621) 261,873 (386,078) 368,824
Provision for income taxes 0 35,320 0 40,977
-------------- --------------- ---------------- -------------
Net income (loss) (274,621) 226,553 (386,078) 327,847
Deficit-beginning of period (2,661,320) (2,652,124) (2,549,863) (2,753,418)
-------------- --------------- ---------------- -------------
Deficit-end of period $ (2,935,941) $ (2,425,571) $ (2,935,941) $ (2,425,571)
============== =============== ================ =============
Net income (loss) per share (0.000829) 0.000698 (0.001166) 0.001010
============== =============== ================ =============
Weighted number of shares
outstanding 331,222,249 324,457,249 331,222,249 324,457,249
============== =============== ================ =============
</TABLE>
3
<PAGE>
TRUDY CORPORATION
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
For the Nine Months Ended
----------------------------
December 31, December 31,
1998 1997
--------- ----------
Cash flows from operating activities
<S> <C> <C>
NET INCOME (LOSS) $(386,078) $ 327,846
Adjustments to reconcile net loss to net cash
used in operating activities
Amortization of pre-publication costs 101,250 22,911
Depreciation 53,500 8,421
Provision for losses on accounts receivable 33,363 14,054
Changes in current assets and current liabilities
Accounts receivable 82,318 (319,370)
Inventories (28,843) (13,337)
Prepaid expenses and other current assets (55,226) (68,839)
Accounts payable and accrued expenses 32,319 87,771
--------- ---------
NET CASH USED IN OPERATING ACTIVITIES (167,397) 59,457
--------- ---------
Cash flows from investing activities
Pre-publication & royalty advances (55,719) (118,866)
Additions to plant and equipment (59,636) (44,547)
--------- ---------
NET CASH USED IN INVESTING ACTIVITIES (115,355) (163,413)
--------- ---------
Cash flows from financing activities
Net change in short-term borrowings 322,245 146,424
Proceeds of loans - long-term 0 0
Repayment of loans - long-term (3,940) (32,519)
--------- ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES 318,305 113,905
--------- ---------
Net increase in cash 35,553 9,949
Cash, beginning of period $ 0 2,939
========= =========
CASH, END OF PERIOD 35,553 $ 12,888
========= =========
</TABLE>
4
<PAGE>
TRUDY CORPORATION
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
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 and Article 10 of Regulation S-X.
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, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the nine months ended December 31, 1998 are not
necessarily indicative of the results that may be expected for the year ending
March 31, 1999. For further information, refer to the financial statements and
footnotes thereto included in the Company's annual report on Form 10-KSB for the
year ended March 31, 1998.
5
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
Results of Operations
- ---------------------
Revenues
- --------
Trudy Corporation's revenues for the nine months ended December 31,1998 were
$3,004,687 - a decrease of $1,361,712 compared with the same period last year.
Sales to warehouse clubs, the largest market segment, were down $775,443 or 44%
to $977,961 due to the clubs' decision to purchase more conservatively and
minimize inventory carryover. Direct response sales of $874,605 were $293,631 or
25% lower than last year. Catalog marketers, in general, experienced reduced
buying early in the pre-holiday season (September) due to financial market
uncertainty. Sales to bookstores and specialty retailers were also below last
year as the number of independent bookstores continues to decline and specialty
stores have become more selective in their purchases. Sales to schools and
education wholesalers continue to increase as a result of the Company's decision
to target its direct marketing toward this growing market segment.
Sales for the three months ended December 31, 1998 were $1,272,486 - a decrease
of $836,504 compared with the same period of last year due to lower shipments to
the warehouse clubs and reduced catalog sales.
Profit and Losses
- -----------------
A net loss of $386,078 for the first nine months of fiscal 1999 compares to a
profit of $327,847 for the same period last year. This decline in profitability
is primarily the result of the lower sales volume. Income was below last year
also because of higher expenses associated with the amortization of book design
costs, the recording of subright royalty expense, and higher depreciation and
interest expense. Product procurement costs have been reduced as a result of
improved pricing from Asian manufacturing sources. Selling, general, and
administrative expenses were in line with last year's levels. Interest expense
increased as a result of higher borrowing needed to fund working capital
requirements. Depreciation expense was also higher than last year due to the
acquisition of a new computer system and software.
A net loss for the three months ended December 31, 1998 of $274,621 compares to
a profit of $226,553 last year. The reasons for this decrease are the same as
those cited above for the first nine months.
Liquidity and Capital Resources
- -------------------------------
Accounts receivable were $206,219 on December 31, 1998 compared with $744,487 on
September 30, 1998. This decrease is due to payments made by the warehouse clubs
during the quarter and the lower volume of purchases by the clubs compared with
6
<PAGE>
the preceding quarter. Inventory levels were $1,603,744 on December 31, 1998
compared with $1,718,561 on September 30, 1998. Inventory levels were reduced
slightly as a result of holiday retail and direct mail orders in the third
quarter. As of December 31, 1998, the balance owed on bank loans was $600,498
compared with $1,081,958 on September 30, 1998. Receipts from catalog sales and
the warehouse clubs allowed for this reduction in bank debt. Loans from the
president of the Company and his family totaled $805,384 on December 31, 1998
compared with $797,003 on September 30, 1998.
Acquisition of Trudy by Futech Interactive Products, Inc.
- ---------------------------------------------------------
On December 18, 1998 Trudy announced that it had signed a letter of intent to be
acquired by Futech Interactive Products, Inc. Futech is a privately-held
manufacturer and distributor of children's products headquartered in Phoenix,
AZ.
The letter of intent provides for the acquisition of all of the Common Stock of
Trudy, including shares subject to option, for a purchase price of approximately
$3.5 million payable in a combination of Futech Preferred Stock (valued at $3.0
million) and cash of $500,000. In addition, Futech will guarantee the repayment
of officer loans. On a fully diluted basis, approximately 364 million shares of
Common Stock of Trudy will be issued and outstanding. The transaction will be
structured to be tax-free to shareholders of Trudy in respect to the stock
portion of the consideration. In addition, the transaction is subject to the
negotiation, execution, and delivery of definitive documents, approval of the
Board of Directors and shareholders of Trudy and Futech, as required by law, and
certain other terms and conditions. The transaction is expected to close in late
April or early May 1999.
Year 2000 Compliance Status
- ---------------------------
During 1998, the Company upgraded its computer system and MAS90 software used
for accounting, order processing, and inventory management. The Company believes
that this equipment and software is Year 2000 compliant. The Company is now in
the process of receiving certification from its major vendors that their systems
are Year 2000 compliant. This survey includes vendors who provide systems
related services, e.g., banking, credit card processing, shipping, security,
HVAC, etc. along with those providing the company with its book and toy
products. The Company does not believe that the failure of any vendor to be Year
2000 compliant would have a material impact on the Company.
PART II
OTHER INFORMATION - Items 1-6.
Item 6(b). Reports on Form 8-K. On December 23, 1998, the Company filed a
current report on Form 8-K dated December 18, 1998 reporting the proposed
acquisition of the Company by Futech Interactive Products, Inc. (Item no. 5).
7
<PAGE>
SIGNATURES
As required by Section 13 or 15(d) of the Securities Exchange Act of 1934, the
President being duly authorized, has signed this report on behalf of TRUDY
CORPORATION.
Date: March 1, 1999 By: /s/ WILLIAM W. BURNHAM
----------------------------------
William W. Burnham,
President
8
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
consolidated balance sheet and the consolidated statement of operations
(unaudited).
</LEGEND>
<CIK> 0000815098
<NAME> Trudy Corporation
<MULTIPLIER> 1
<CURRENCY> USD
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAR-31-1999
<PERIOD-START> APR-01-1998
<PERIOD-END> DEC-31-1998
<EXCHANGE-RATE> 1
<CASH> 35,553
<SECURITIES> 0
<RECEIVABLES> 206,219 <F1>
<ALLOWANCES> 0
<INVENTORY> 1,603,744
<CURRENT-ASSETS> 2,058,772
<PP&E> 135,905 <F1>
<DEPRECIATION> 0
<TOTAL-ASSETS> 2,854,392
<CURRENT-LIABILITIES> 1,013,908
<BONDS> 742,986
0
0
<COMMON> 33,123
<OTHER-SE> 1,064,375
<TOTAL-LIABILITY-AND-EQUITY> 2,854,375
<SALES> 3,004,687
<TOTAL-REVENUES> 3,004,687
<CGS> 1,436,846
<TOTAL-COSTS> 3,248,240
<OTHER-EXPENSES> 55,612
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 86,913
<INCOME-PRETAX> (386,078)
<INCOME-TAX> 0
<INCOME-CONTINUING> (386,078)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (386,078)
<EPS-PRIMARY> (.001166)
<EPS-DILUTED> (.001166)
<FN>
<F1> The values for Receivables and PP&E represent net amounts.
</FN>
</TABLE>
