<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
XX QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES AND EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1997
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES AND EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 0-17941
SPECIALTY RETAIL SERVICES, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 22-2686442
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
150 EAST 58TH STREET, 10155
NEW YORK, NEW YORK (Zip Code)
(Address of Principal Executive Offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (212) 935-5030
Not Applicable
(Former name, address and former fiscal year, if changed since last report)
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 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
----- -----
Number of shares of common stock outstanding at October 10, 1997 (latest
practicable date): Issued and Outstanding: 6,485,294
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PART I - FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
SPECIALTY RETAIL SERVICES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF DEFICIENCY IN
NET ASSETS AVAILABLE IN LIQUIDATION
<TABLE>
<CAPTION>
(000'S OMITTED)
SEPTEMBER 30, DECEMBER 31,
1997 1996
------------- ------------
ASSETS (UNAUDITED)
<S> <C> <C>
TOTAL ASSETS $ 1 $ 1
-------- --------
LIABILITIES
Note payable bank 19 19
Accounts payable and accrued liabilities 2,346 2,346
Accrued lease obligation 2,160 2,160
Subordinate notes payable 1,113 1,214
Advances from related parties 1,557 1,427
Accrued interest payable and dividends 1,191 1,067
-------- --------
TOTAL LIABILITIES 8,386 8,233
-------- --------
Net deficiency in assets
available in liquidation $ (8,385) $ (8,232)
======== ========
STOCKHOLDERS' DEFICIENCY IN ASSETS:
Preferred stock, 6% cumulative
callable, $100 par value, 4,550
shares issued and outstanding 455 455
Common stock, $.01, par value;
15,000,000 authorized;
6,485,294 shares issued and
outstanding 65 65
Additional paid in capital 2,975 2,975
Accumulated deficit (11,880) (11,727)
-------- --------
NET STOCKHOLDERS' DEFICIENCY IN ASSETS $ (8,385) $ (8,232)
======== ========
</TABLE>
See notes to condensed consolidated financial statements.
<PAGE> 3
SPECIALTY RETAIL SERVICES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN DEFICIENCY
IN NET ASSETS AVAILABLE IN LIQUIDATION
<TABLE>
<CAPTION>
(000'S OMITTED) (000'S OMITTED)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPT 30, 1997 SEPT 30, 1997
------------- -------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C>
Changes in deficiency in net assets
available in liquidation
attributed to:
Decrease in subordinated notes
payable $ 16 $ 101
Increase in advance from related
parties (28) (130)
Increase in accrued interest and
dividends (41) (124)
------- -------
(53) (153)
Deficiency in net assets available in
liquidation at beginning of period (8,332) (8,232)
------- -------
Deficiency in net assets available in
liquidation at September 30, 1997 $(8,385) $(8,385)
======= =======
</TABLE>
See notes to condensed consolidated financial statements.
3
<PAGE> 4
SPECIALTY RETAIL SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN DEFICIENCY IN NET ASSETS
(UNAUDITED)
(IN 000'S)
<TABLE>
<CAPTION>
Preferred Stock Common Stock Additional
--------------- ------------ Paid-in Accum
Shares Amount Shares Amount Capital Deficit Total
------ ------ ------ ------ ------- ------- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Bal, Jan 1, 1997 4.5 $455 6,485.3 $65 $2,975 $(11,727) $(8,232)
Decrease in Sub-
ordinate Notes 101 101
Advances from
Related Parties (130) (130)
Increase in Accrued
Interest (104) (104)
Dividends accrued
on Preferred Stock -- -- -- -- -- (20) (20)
--- ---- ------- --- ------ -------- -------
Bal, Sept 30, 1997 4.5 $455 6,485.3 $65 $2,975 $(11,880) $(8,385)
=== ==== ======= === ====== ======== =======
</TABLE>
See notes to condensed consolidated financial statements.
4
<PAGE> 5
SPECIALTY RETAIL SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
SEPTEMBER 30, 1997 AND 1996
Note A - Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and Article
10 of Regulation S-X. Accordingly, certain information and footnote disclosures
normally included in the consolidated financial statements prepared in
accordance with generally accepted accounting principles have been omitted. It
is suggested that these unaudited condensed financial statements be read in
conjunction with the audited consolidated financial statements and notes thereto
included in the Company's 10-K for the year ended December 31, 1996.
In the opinion of management, all adjustments (consisting of normal
recurring accruals) necessary to present fairly the consolidated statement of
deficiency in net assets available in liquidation and changes in deficiency in
net assets available in liquidation at September 30, 1997 and for all periods
presented herein have been made. The consolidated statements of changes in
deficiency in net assets for the nine month periods ended September 30, 1997 are
not necessarily indicative of the results expected for the year ended December
31, 1997.
B - Liquidation of business
On October 24, 1991, Specialty Retail Services, Inc. (the "Company")
announced that the Board of Directors of Gobi-Primak, Inc., ("Gobi"), its
principal operating subsidiary, had determined that there were no further
sources of capital available to meet the severe working capital shortages faced
by Gobi, and further announced that it intended to explore various alternatives,
including the sale of Gobi.
On November 5, 1991, Fleet Credit Corporation ("Fleet") sent Gobi a letter
of an event of default under Gobi's loan agreement with Fleet, demanding
immediate repayment of all sums outstanding under the loan agreement. The
Company entered into an arrangement with Fleet, whereby Fleet would take
peaceful possession of all of Gobi's assets and begin the orderly liquidation of
Gobi's assets.
Fleet immediately appointed a liquidator, Alco Capital, to supervise the
liquidation of all of Gobi's assets. In 1992, all of the assets of Gobi were
liquidated.
5
<PAGE> 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF DEFICIENCY
IN NET ASSETS AVAILABLE IN LIQUIDATION
In the third quarter of 1994, the Company settled a disagreement with
subordinated note holders. The subordinated note holders began to be paid
amounts due, commencing October 1, 1994, with payments scheduled to continue
through June 1, 1999. The principal of approximately $125,000 is included in the
Consolidated Statement of Deficiency in Net Assets in Liquidation. These
obligations have been personally guaranteed by a director of the Company. The
director is currently satisfying the notes, and as payments are made, the
Company will have an obligation to repay the director. The director has the
option to pledge certain securities to the payees of these notes, in which event
the Company shall be released of all obligations to those payees.
During 1992, Gobi's senior lender, Fleet Credit Corporation ("Fleet"),
completed the liquidation of Gobi's assets and generated funds to reduce the
note payable to the bank by approximately $1,400,000.
There are no assets available for disbursement to unsecured creditors.
PART II - OTHER INFORMATION
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
On November 5, 1991, Gobi was notified by Fleet that an
Event of Default existed under Gobi's Amended and Restated Revolving Credit Loan
Agreement dated as of April 25, 1989. The Company's Board of Directors elected
to turn over all of Gobi's assets to Fleet for liquidation on a peaceful
possession basis. Fleet immediately began the liquidation of Gobi's assets. In
1992, all of the assets of Gobi were liquidated.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits - none
(b) Reports on Form 8-K - none
6
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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.
SPECIALTY RETAIL SERVICES, INC.
(Registrant)
/s/ Murray Steinfink
-------------------------------
Murray Steinfink
Chairman and President
Date: October 16, 1997
7
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<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 1
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1
<PP&E> 0
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<TOTAL-ASSETS> 1
<CURRENT-LIABILITIES> 8,396
<BONDS> 0
0
455
<COMMON> 65
<OTHER-SE> (8,905)
<TOTAL-LIABILITY-AND-EQUITY> 1
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 14
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 118
<INCOME-PRETAX> (132)
<INCOME-TAX> 0
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<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (132)
<EPS-PRIMARY> (.02)
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</TABLE>
