SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C.
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR is Cd)
OF THE SECURITIES EXCHANGE ACT OF 1934.
For Fiscal Year Ended March 31, 1998
Commission File No. 33-17774-NY
TEMPORARY TIME CAPITAL CORP.
----------------------------
(Exact name of registrant as specified in its charter)
93-0955290 Colorado
---------- --------
(I.R.S. Employer Id.) (State of Corporation)
317 Madison Avenue Suite 2315 New York. New York 10017
------------------------------------------------ -----
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212)661-4187
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
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 such filing
requirements for the past 90 days. Yes [X] No [ ].
Shares of Common Stock, $.001 par value outstanding as of September 30,
1998 to non-affiliates are 126,185 (affiliates consist of Directors and Officers
of the Company). As of September 30, 1998 the aggregate market value of such
shares (based upon the average of the opening bid and low asked prices of the
shares) was approximately $236,378.
Documents incorporated by reference:
NONE
<PAGE>
PART I
ITEM 1. BUSINESS
(a) General Development of Business
Temporary Time Capital Corp. (the "Company" ) was incorporated under the
laws of the State of Colorado on June 16, 1987. The Company was formed as a
vehicle to obtain capital and to investigate and evaluate businesses with the
ultimate goal of acquiring businesses that would have the potential for profit.
The Company entered the personnel services industry in August 1988 by
acquiring several small temporary and permanent placement personnel agencies.
All of these subsidiaries, have since become inactive due to the disassociation
of key personnel from the Company and have been dissolved.
On January 1, 1996 the Company acquired all assets and business interests
of On Duty Medical, Inc., and its subsidiaries, On Duty Ohio, Inc., On Duty
Massachusetts, Inc., On Duty New York, Inc. from Maloney Temps, Inc. On Duty
Medical, Inc. is engaged in the home health care and temporary health care
personnel industry. Maloney Temps, Inc. is wholly owned by Joseph J. Maloney,
Chairman, Chief Executive Officer and president of Temporary Time Capital Corp.
The Company in February 1996 re-entered the personnel services industry using
the names of Savitt & Co., Joseph T. Maloney Associates and Temporary Time
Capital Corp.
(b) Financial Information About Industry segment
The consolidated financial statements of the Company and its subsidiaries
as of March 31, 1998 are attached hereto.
(c) Narrative Description of Business
Health Care Services
The Company through the acquisition of On Duty Medical, Inc. and its
subsidiaries entered the home and health care market in Ohio, Connecticut and
Massachusetts. On Duty Medical, Inc. has been traditionally in the field of
providing temporary health care personnel, including registered, licensed
practical nurses, and certified nurses aids to health care facilities such as
hospitals, nursing homes and extended care facilities. The Company has also
invested in affiliated home health care agencies providing services to Medicare
and Medicaid patients in Ohio and Connecticut.
<PAGE>
Temporary Office Employment Services
The Company's temporary office services provide clients with the means of
handling such events as vacations, emergency absences, sudden changes in
workload, and special projects, in an effective and economic manner. The
temporary workers are employees of the Company and are paid by the Company while
on assignment. The customer pays a fixed hourly rate for hours worked.
Seasonality
The Company's business is not seasonal but increases during holiday or
traditional vacation months.
Funding
Information concerning the Company's funding of its businesses is included
in this Report on Form 10-K, in the Management's Discussion and Analysis below,
under the caption heading "Liquidity and Capital Resources," incorporated herein
by reference.
New Products
NONE
Markets and Marketing
Information regarding the Company's markets and marketing is also included
in this Report on Form 10-K in the Management's Discussion and Analysis below,
incorporated herein by reference.
Competition
The personnel industry is exceptionally competitive, with clients generally
using more than one employment services company to satisfy their personnel
placement requirements. In New York City alone, the primary area served by the
Company, there are a substantial number of employment placement services. These
services find and provide employees for either temporary or permanent positions
for their clients.
The industry has seen significant volume increases in the hiring of
temporary personnel over the last few years. While management expects this trend
to level off, the use of temporary personnel has expanded to include
professional positions.
<PAGE>
The Company competes locally with large, nationally-based firms including
Manpower, Inc., Kelly Services, Inc., Olsten Corporation and Robert Half
International Inc. Due to their high recognition factor and advertising
expenditures, these firms are formidable forces in the temporary personnel
industry.
The Company aims to increase its share of the temporary business by
attracting qualified temporary candidates by offering competitive pay, providing
dependable, efficient service to clients, and recruiting established counselors
with industry contacts and operations expertise to enhance the Company's access
to prospective clients and potential employees.
In the temporary health care field, The Company through On Duty Medical,
Inc. likewise faces many competitive factors. The temporary health care
personnel market is highly fragmented and significant competitors are often
localized in particular geographical markets. The Company's largest competitors
include Staff Builders, Inc., Kimberley, Inc., Medical Personnel Pool, Inc., and
Hospital Staffing, Inc. The Company also competes with many other smaller
temporary medical staffing agencies, especially as other agencies enter the
market.
In addition to competing for client accounts, On Duty Medical, Inc.
experiences intense competition from other companies in recruiting qualified
health care personnel for its temporary health care business because the United
States health care industry generally faces a shortage of qualified personnel.
Like other temporary business, the Company's success depends, to a significant
degree, on its ability to recruit qualified health care personnel. On Duty
Medical, Inc., therefore engages in aggressive recruitment and provides flexible
work schedules and competitive compensation arrangements.
Major Clients
The Company had no major client in the fiscal year ending March 31, 1997
which accounted for more than 20% of its temporary service revenue.
Employees
As of June 1, 1998, the Company had 20 sales, technical, administrative and
clerical personnel, was paying approximately 650 temporary employees per week
and had approximately 4,500 individuals in its personnel files.
<PAGE>
(d) Financial Information About Foreign and Domestic
Operations and Export Sales.
The Company has no foreign operations or export sales. The Company's
operations are within the United States, primarily in the States of New York,
Ohio, Connecticut and Massachusetts.
ITEM 2. PROPERTIES
The Company owns no real property. The Company leases space located on
terms set forth in the following table:
Premises Terms of Lease Square Monthly
Feet Rental
- ---------------------------------------------------------------
317 Madison Avenue 4/1/97 - 3/31/02 1900 $2,495
Suites 2310-2315
New York, NY
51 East 42nd Street 3/1/96 - 2/28/99 950 $1,687
Suite 1508
New York, NY
1072 Lexington Avenue 2/1/97 - 1/31/98 3000 $ 925
Mansfield, Ohio
280 Washington Street 5/1/97 - 4/30/00 600 $ 926
Brighton, Massachusetts
ITEM 3. LEGAL PROCEEDINGS.
NONE
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
NONE
<PAGE>
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
The Company's Common Stock, par value $.001, is currently listed on the
NASD Bulletin Board and "pink sheets". The Company was declared effective by the
Securities Exchange Commission on April 17, 1988. The Company was listed in the
"pink sheets" since May 16, 1988. As of March 31, 1998, there was one market
maker trading the stock.
The market price information for the common equity pursuant to Item
201(a)(1)(iii) for each quarter from April 1, 1997 through March 31, 1998 was as
follows:
Fiscal Year Bid Prices Asked Prices
High Low High Low
- -------------------------------------------------------------
First Quarter 1 3/4 11/2 1
Second Quarter 1 3/4 11/2 1
Third Quarter 1 3/4 11/2 1
Fourth Quarter 1 3/4 11/2 1
The above bid and asked quotations represent prices between dealers and do not
include retail markup, markdown or commission. They do not represent actual
transactions and have not been adjusted for stock dividends or splits.
No dividends have been declared with respect to the Common stock since the
Company's inception, and the Company does not anticipate paying dividends in the
foreseeable future.
On March 31, 1998, the approximate number of holders of record of the
Company's $.001 par value Common Stock was 18, with most shares being held in
"street name."
ITEM 6. SELECTED FINANCIAL DATA
NONE
<PAGE>
ITEM 7. MANAGEMENT=S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis provides information which the
Company's Management believes is relevant to a proper assessment and
understanding of the Company's results of operations and financial condition.
This analysis and discussion should be read in conjunction with the financial
Statements and the footnotes supporting these statements.
Management discussion of results of Operation, Liquidity & Capital.
As Chairman, I bring you some good and some bad news with this annual report. As
everyone can see, we have had record earnings and anticipate keeping those same
earnings next year.
Unfortunately I have had serious medical problems that led to a 5 week
hospitalization and 6 month recovery at home. The prognosis is for a survival
rate of 50% and in light of that I have appointed Mimi Savitt President of the
Company and Mario Molano as Secretary and Treasurer. I continue to manage the
firm and receive approximately 100-150 faxes per day as well as 40 hours of work
from home. I have hired Kelly & Co., a Connecticut based accounting firm to help
with the books and serve as Controller pending the hiring of a full time CPA.
Ernst & Young, LLP still remains our consultants in the medical area.
We continue to grow with Savitt Technical and after 1 year our sales have
increased to a rate of $20,000 average per week. We anticipate this to double
this year. New York generates annually approximately $6 to $7 million in sales,
Connecticut $3 million in sales, Ohio $3 million in sales and Massachusetts
$500,000 in sales. We anticipate increasing the sales this coming year.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Financial Statements and supplementary data are listed in Part IV, Item 14
of this Annual Report Form 10-K.
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
There were no disagreements on accounting or financial disclosure matters
required to be disclosed by this Item.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth certain information regarding the
principals and executive officer of the Company:
Name Age Position
- ---------------------------------------------------------------
Joseph T. Maloney 51 Chairman of the Board,
Chief Executive Officer
and Director
Mireille Savitt 43 President and Director
Mario Malono 32 Secretary and Treasurer
ITEM 11. EXECUTIVE COMPENSATION
The Company has not entered into any employment agreements.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth information as of May 31, 1998 with respect
to the share ownership of the Officers and Directors and beneficial owners of
more than five percent of the Common Stock of the Company as a Group. Except as
noted below, each person has sole voting and investment powers with respect to
the shares shown.
<PAGE>
Number of
Name and Address Shares Owned (1) Percentage of Class
- --------------------------------------------------------------------
Joseph T. Maloney
317 Madison Avenue
Suite 2315
New York, NY 10017 199,163 61.00%
All officers and directors
as a group
(1 in number) 199,163 61.00%
(1) All shares are owned of record and beneficially.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
NONE
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K
The following Financial Statements of the Company are included in
this Report immediately following the Signature Pages:
(a) List the following documents filed as a part of the Report.
(1) and (2) Financial Statements and Schedule
The response to this portion of Item 14 is submitted as a separate section
of this report.
(3) Exhibits
None
(b) Form 8-K Filings
None
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, this the registrant as duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
TEMPORARY TIME CAPITAL CORP.
Dated: October 14, 1998 By: /s/ Joseph T. Maloney
-----------------------------------
Joseph T. Maloney
Chairman of the Board, Chief
Executive Officer and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the registrant in
the capacities on the dates indicated.
Dated: October 14, 1998 By: /s/ Joseph T. Maloney
-----------------------------------
Joseph T. Maloney
Chairman of the Board, Chief
Executive Officer and Director
Dated: October 14, 1998 By: /s/ Mireille Savitt
-----------------------------------
Mireille Savitt
President and Director
<PAGE>
Bradford A. Miller, CPA P.C.
6 Valley Lane
Garrison, New York 10524
(914) 739-5775
Fax (914) 739-9762
Independent Auditor's Report
Board of Directors and Stockholders
Temporary Time Capital Corp.
New York, New York
I have audited the accompanying consolidated balance sheets of Temporary Time
Capital Corp. and Subsidiaries as of March 31, 1998 and 1997 and the related
consolidated statements of income, accumulated deficit, and cash flows for the
years ended March 31, 1998, 1997 and 1996. These financial statements are the
responsibility of the Company's management. My responsibility is to express an
opinion on these financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above represent fairly, in
all material respects, the financial position of Temporary Time Capital Corp.
and Subsidiaries as of March 31, 1998 and 1997 and the results of its
operations and its cash flows for the years ended March 31, 1998, 1997 and
1996 in conformity with generally accepted accounting principles.
September 25, 1998
Bradford A. Miller, CPA P.C.
<PAGE>
Temporary Time Capital Corp and Subsidiaries
Consolidated Balance Sheets
As of March 31, 1998 and 1997
1998 1997
--------- ----------
ASSETS
CURRENT ASSETS
Cash $ 6,536 $ 31,270
Accounts receivable (net of
allowance for doubtful accounts) 2,019,781 1,182,363
Prepaid assets 5,205 13,358
--------- ----------
2,031,522 1,226,991
PROPERTY and EQUIPMENT
Machinery and equipment 120,503 120,503
Office furniture 55,000 55,000
Less: accumulated depreciation ( 87,618) ( 53,481)
--------- ----------
87,885 122,022
OTHER ASSETS
Due from affiliates 428,790 108,653
Other assets 10,610 10,610
--------- ----------
439,400 119,263
--------- ----------
TOTAL ASSETS $2,558,807 $1,468,276
========= =========
LIABILITIES & STOCKHOLDER'S EQUITY
CURRENT LIABILITIES
Due to affiliates $ -0- $ 157,533
Accounts payable and accrued expenses 424,886 196,112
Current portion of long term debt 20,769 41,635
Factor payable 1,260,630 865,835
--------- ---------
1,706,285 1,261,115
LONG TERM LIABILITIES
Notes payable 22,762 34,738
Loan from shareholders 22,960 24,000
Capital lease obligations -0- 1,906
--------- ---------
45,722 60,644
--------- ---------
TOTAL LIABILITIES 1,802,007 1,321,759
STOCKHOLDERS' EQUITY
Common Stock, par $.001 2,343 2,343
Authorized 8,333,333, issued &
outstanding 325,348 and 356,748
in 1998 and 1997, respectively.
Additional paid-in capital 1,121,309 1,121,309
Treasury stock ( 51,314) ( 28,452)
Accumulated Deficit ( 265,538) ( 948,683)
--------- ---------
806,800 146,517
--------- ---------
Total LIABILITIES & STOCKHOLDERS' EQUITY $2,608,807 $1,468,276
========= =========
See accompanying notes to Independent Auditor's Report
<PAGE>
Temporary Time Capital Corp and Subsidiaries
Consolidated Statements of Income and
Accumulated Deficit
For the Years Ended March 31, 1998, 1997 and 1996
<TABLE>
<CAPTION>
1998 1997 1996
--------- --------- ---------
<S> <C> <C> <C>
REVENUE $8,701,346 $6,137,202 $1,323,390
Direct Costs
Temporary wages & payroll taxes 5,334,654 3,527,024 868,573
Commissions 763,901 505,212 -0-
--------- --------- ---------
6,098,555 4,032,236 868,573
--------- --------- ---------
Gross profit 2,602,791 2,104,966 454,817
General & Administrative
Wages and salaries 399,799 623,752 188,284
Advertising 135,896 80,855 15,085
Vehicle expense 90,945 108,064 25,314
Allowance for bad debt 225,308 100,000 -0-
Depreciation expense 34,137 34,784 18,380
Insurance 134,646 115,731 16,926
Legal and accounting 70,102 30,867 65,796
Other operating expenses 31,242 27,719 10,990
Office expense 346,633 289,031 10,133
Rents 112,703 157,103 30,356
Repairs and maintenance 38,215 35,688 2,114
Utilities 104,542 116,015 10,040
--------- --------- ---------
1,724,168 1,719,609 393,418
--------- --------- ---------
Income from operations 878,623 385,357 61,399
Interest expense 195,480 128,574 13,744
--------- --------- ---------
Net Income 683,143 256,785 47,655
Accumulated Deficit - beginning ( 948,681) (1,205,468) (1,253,125)
--------- --------- ---------
Accumulated Deficit - ending $( 265,538) $( 948,683) $(1,205,470)
========= ========= =========
Net income per share $ 2.00 $ .72 $ .07
========= ========= =========
</TABLE>
<PAGE>
See accompanying notes to Independent Auditor's Report
Temporary Time Capital Corp and Subsidiaries
Consolidated Statements of Cash Flows
For the Years Ended March 31, 1998, 1997 and 1996
<TABLE>
<CAPTION>
1998 1997 1996
--------- --------- ---------
<S> <C> <C> <C>
Cash Flows from Operating Activities:
Net income $ 683,143 $ 256,785 $ 47,655
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation expense 34,137 35,101 18,380
Change in accounts receivable ( 837,418) (1,182,363) -0-
Change in prepaid assets 8,153 4,104 ( 6,827)
Change in accounts payable 75,385 ( 14,795) ( 13,000)
Change in factor payable 394,795 865,835 -0-
Change in other current liabilities 153,392 161,809 14,093
Change in due to affiliates ( 157,533) 96,752 23,000
Change in other assets -0- ( 6,345) ( 4,265)
--------- --------- ---------
Total Adjustments ( 329,089) ( 39,902) 31,381
--------- --------- ---------
Net Cash Provided by (Used by)
Operating Activities 354,054 216,883 89,037
Cash Flows from Investment Activities:
Investment in equipment & vehicles -0- -0- ( 175,503)
Investment in affiliates ( 370,137) ( 108,653) -0-
--------- --------- ---------
Net Cash Provided by (Used by)
Investing Activities ( 370,137) ( 108,653) ( 175,503)
Cash Flows from Financing Activities:
Repayment of long term debt ( 32,842) ( 32,164) 97,903
Repayment of loans from officers -0- -0- ( 60,571)
Repayment of loans from shareholder 48,960 ( 38,867) -0-
Repayment of capital leases ( 1,906) ( 16,785) -0-
Increase in due to affiliate -0- -0- 60,871
Purchase of treasury stock ( 22,861) ( 9,928) -0-
--------- --------- ---------
Net Cash Provided by (Used by)
Financing Activities ( 8,651) ( 97,744) 116,804
--------- --------- ---------
Net Increase(Decrease) in Cash ( 24,734) 10,486 20,338
Cash at beginning of year 31,270 20,784 446
--------- --------- ---------
Cash at end of year $ 6,536 $ 31,270 $ 20,784
========= ========= =========
</TABLE>
See accompanying notes to Independent Auditor's Report
<PAGE>
TEMPORARY TIME CAPITAL CORP. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
FOR YEARS ENDED MARCH 31, 1998, 1997 AND 1996
1. Significant Accounting Policies
Temporary Time Capital Corp. (the "Company" ) was incorporated under the
laws of the State of Colorado on June 16, 1987. On January 1, 1996 the
company acquired the assets and business interest in On Duty Medical, Inc.,
from Maloney Temps, Inc., an affiliated corporation solely owned by the
Company's chairman, Joseph T. Maloney. On Duty Medical, Inc. is engaged in
providing hospital and nursing home staffing and home health care aids. The
Company in February 1996 re-entered its business of supplying temporary
office service personnel.
Per share Information
The net income per share is based upon the weighted-average common and
common-equivalent shares outstanding during the period number of presented.
Consolidation
The financial statements include the accounts of the Company and its
subsidiaries, after elimination of all significant intercompany balances
and transactions.
Property and Depreciation
Property and equipment are recorded at cost. Depreciation is provided on
the straight-line method over the estimated useful lives of the respective
assets.
2. Income Taxes
No provision for federal income taxes has been reflected in the financial
statements as the Company has net operating loss carry since inception in
excess of current net income.
<PAGE>
TEMPORARY TIME CAPITAL CORP. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
FOR YEARS ENDED MARCH 31, 1998, 1997 AND 1996
3. Related Party Transactions
During the fiscal years ended March 31, 1996 and 1997 Maloney Temps, Inc.,
an affiliated corporation solely owned by the Company's chairman, Joseph T.
Maloney, provided working capital for the Company of $60,781 and $96,752.
On January 1, 1996 the Company purchased office furniture and equipment
from Joseph T. Maloney for $55,000. As of March 31, 1997 Maloney Temps,
Inc. was owed $157,533 by the Company. This debt was extinguished during
the current fiscal year ended March 31, 1998.
4. Treasury Stock
The Company purchased 31,400 of its common stock at market value in the
current fiscal year ended March 31, 1998. The Company plans to continue its
plan of retiring of outstanding common stock in the next fiscal year. The
average price paid per share during the fiscal year ended March 31, 1998
was $0.75 per share.
5. Long-term obligations
The Company and subsidiaries have operating leases for office space ranging
from one to two years. Total rental expense under operating leases for year
ended March 31, 1998 was $112,703.
The Company is currently financing the purchase of six vehicles at an
interest rate of 11%. Minimum future obligations on leases and notes
payable in effect at March 31, 1998.
Fiscal Vehicle Office
Year Ended Notes Space
03/31/99 $ 20,879 $ 70,199
03/31/00 20,879 30,221
03/31/01 1,773 29,946
03/31/02 -0- 29,946
------ -------
$ 43,531 $ 160,312
====== =======
<PAGE>
TEMPORARY TIME CAPITAL CORP. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
FOR YEARS ENDED MARCH 31, 1998, 1997 AND 1996
6. Stock Option Plan
Company's Conditional Stock Option Plan reserves 35,100 shares of common
stock at March 31, 1998 for issuance to officers and employees at various
prices based on their length of employment. The options are exercisable
over a five to seven year period. No options were exercised during the
current fiscal year ended March 31, 1998.
