SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
_________________________________________________________________
For Quarter Ended Commission File Number
June 30, 1996 33-29002-NY
Retirement Management Associates, Inc.
(Exact name of Small Business Issuer as specified in its charter)
Texas 75-226441
(State of other jurisdiction of (I.R.S Employer
incorporation or organization) Identification No.)
3770 Tansy Street, San Diego, CA. 92121
(Address of principal executive offices) (Zip Code)
(619)453-8900
(Registrant's telephone number, including area code)
Check whether the issuer (1) filed all reports required to be
filed by section 13 or 15(d) of the Securities Exchange Act of 1934
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 or No___
As of May 10, 1996, the registrant had 142,300 shares of
Common Stock, par value $.001 per share, issued and outstanding.
Transitional Small Business Disclosure Format - (Check One):
Yes or No X
Part I - Financial Information Page
Consolidated Balance Sheets as of March 31, 1996 1
(Unaudited) and December 31, 1996 (Audited)
Consolidated Statements of Operations for three 2
months ended March 31, 1996 (Unaudited) and
March 31, 1995 (Unaudited)
Consolidated Statements of Cash Flows for three 3
months ended March 31, 1996 (Unaudited) and
March 31, 1995(Unaudited)
Notes to Consolidated Financial Statements 4-6
Item 2-Management's Discussion and Analysis 7
of Plan of Action
Part II - Other Information
Exhibits and Reports on Form 8-K 8
Signatures 9
RETIREMENT MANAGEMENT ASSOCIATES, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
- ------------------------------------------------------------------------------
ASSETS
JUNE 30,1996 JUNE 30, 1995
-------------- -------------------
CURRENT ASSETS
CASH $ 37 $ 42
NOTE RECEIVABLE & ACCRUED INTEREST 99,476 129,857
---------- ----------
TOTAL CURRENT ASSETS 99,513 129,899
---------- ---------
PROPERTY & EQUIPMENT, AT COST
AUTO 24,000 24,000
OFFICE EQUIPMENT 13,457 13,457
LESS: ACCUM DEPR (25,511) (22,783)
---------- ----------
TOTAL PROPERTY & EQUIPMENT 11,946 14,674
---------- -----------
OTHER ASSETS
ORGANIZATION COSTS 14,119 14,119
INVESTMENTS, ON THE EQUITY METHOD 3,651 3,971
---------- ----------
TOTAL OTHER ASSETS 17,770 18,090
---------- ----------
$ 129,229 $ 162,664
========== ===========
LIABILITIES STOCKHOLDERS' EQUITY (CAPITAL DEFICIT)
LIABILITIES
ACCOUNTS PAYABLE $ 5,043 $ 4,393
ACCRUED INTEREST 22,450 16,450
DUE TO AFFILIATES 90,648 61,309
---------- ----------
TOTAL CURRENT LIABILITIES 118,141 82,152
NOTE PAYABLE - AFFILIATE 100,000 100,000
---------- ----------
TOTAL LIABILITIES 218,141 182,152
---------- ----------
STOCKHOLDERS' EQUITY (CAPITAL DEFICIT)
COMMON STOCK 142 142
PAID IN CAPITAL 111,870 111,870
RETAINED EARNINGS (165,897) (98,826)
CURRENT EARNINGS (35,027) (32,674)
---------- ----------
TOTAL STOCKHOLDERS' EQUITY (CAPITAL DEFIC (88,912) (19,488)
---------- ---------
$ 129,229 $ 162,664
========== ==========
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
RETIREMENT MANAGEMENT ASSOCIATES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
-------------------------------------------------------------------------
6-MONTHS ENDED 6-MONTHS ENDED
JUNE 30, 1996 JUNE 30, 1995
---------------- ----------------
(UNAUDITED) (UNAUDITED)
SOURCES OF FUNDS:
AFFILIATE ACCOUNTS $ 35,660 $ 32,014
INCREASE IN ACCOUNTS PAYABLE 502 1,668
---------- ----------
USES OF FUNDS:
LOSS FROM OPERATIONS (35,027) (32,674)
---------- ----------
(35,027) (32,674)
NET INCREASE (DECREASE)
IN CASH $ (1,135) $ (1,008)
========== ==========
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
RETIREMENT MANAGEMENT ASSOCIATES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
- ------------------------------------------------------------------------------
6-MONTHS ENDED 6-MONTHS ENDED
JUNE 30, 1996 JUNE 30, 1995
---------------- -----------------
(UNAUDITED) (UNAUDITED)
REVENUES
-----------
MANAGEMENT FEES $ 91,269 $ 99,813
INTEREST INCOME 5,075 6,455
---------- ----------
96,344 106,268
EXPENSES
-----------
GENERAL & ADMINISTRATIVE 127,139 134,412
INTEREST 3,017 3,017
DEPRECIATION 1,215 1,513
---------- ----------
131,371 138,942
NET LOSS $ (35,027) $ (32,674)
========== ==========
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
RETIREMENT MANAGEMENT ASSOCIATES, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1: BASIS OF FINANCIAL STATEMENT PREPARATION
The accompanying financial information of Retirement Management
Associates, Inc. ("the Company") and subsidiary, should be read in
conjunction with the Notes to Consolidated Financial Statements contained in
the Company's Annual Report on Form 10-KSB for the year ended December 31,
1995. The Company, in its opinion, has included all normal recurring
adjustments which are considered necessary for a fair presentation of the
Company's financial position and results of operations for the periods
presented.
Results of operations for the interim periods covered by this
report may not necessarily be indicative of results of operations for the
full fiscal year ending December 31, 1996.
NOTE 2: GENERAL AND ADMINISTRATIVE EXPENSES
For the six months ended June 30, 1996, general and administrative
expenses included management service expense of $105,837 and rent of $3,000.
NOTE 3: RELATED PARTY TRANSACTIONS
Lease
At March 31, 1996, the Company leased office space from a Partnership
in which a former principal shareholder and director of the Company is an
officer of the current general partnership.
Note Receivable
On July 1, 1994, The Company received $250,000 in consulting fees
paid with a note receivable from The Cherry Hills Club. The note accrues
interest at 10% per annum. At June 30, 1996, $89,466 remains outstanding.
Notes Payable
The Company has a $100,000 unsecured note payable to a founder and
director of the Company. The note accrues interest at 6% per annum due on or
before May 1, 1994 and extended to June 30, 1998. At June 30, 1996
$100,000 remains outstanding, plus accrued interest of $22,450.
The Cherry Hills Club is expected to provide necessary cash, as may
be required from time to time, to fund requirements of The Company in order to
sustain the operations through December 31, 1996.
Investments
On August 31, 1991, the Company purchased from an affiliate 100% of
the
outstanding stock of Congregate Management Associates, Inc. (CMA) for $9,536.
CMA assets consist of an investment in a limited partnership, and other assets.
Congregate Management Associates is a company specializing in congregate care
management. Effective September 1, 1991 CMA began providing management
service to Cherry Hills Club, an affiliate.
On June 1, 1994, in lieu of payment of management fees, the Company
received a 4% limited partnership interest in Cherry Hills Club Partners, Ltd
from Congregate Care Centers of America, Inc. (CCCA). Due to the related
party nature of this investment and the Company's relative control and
influence on CHCP, this investment is being accounted for using the equity
method of accounting.
The Company anticipates positive cash flow from management of Cherry
Hills Club in 1996 and is seeking similar management contracts from other
entities. However, there can be no assurance of achieving the expected cash
flow levels or that management will be able to execute similar contracts.
Item 2. Management's Discussion and Analysis of Plan of Operations
The Company generated management fees of $91,268 in the first half
of 1996 compared to $99,813 in the first half of 1995, which represents a
decrease of $8,545.
At June 30, 1996, $89,466 is due to Cherry Hills Club for
reimbursement of payroll and payroll related expenses. Net cash used in
operations for the period from March 14, 1989 (date of inception) to June 30,
1996, aggregated, is $254,566.
The Company has not yet generated positive cash flow from operating
activities and does not expect to generate positive cash flow until at least
the second half of 1996. The Company is pursuing opportunities to manage
additional congregate care centers during late 1996. At this time there can
be no assurance that a transaction will be consummated. Should the Company
be unable to secure additional cash flows from the management ofadditional
congregate care centers, the Company intends to fund its 1996 cash
requirements as may become necessary, from time to time, from payments on a
note receivable due from the Cherry Hills Club, and from the management of
cash disbursements made to related parties.
Item 6 - Exhibits and Reports on Form 8-K
No Reports on Form 8-K were filed during the quarter ended June 30,
1996.
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.
Date: December 18, 1996
RETIREMENT MANAGEMENT ASSOCIATES, INC.
By: /s/ Harvey Schuster______________
Harvey Schuster
President and Principal Executive Officer
/s/ John W. Howard_____________
John W. Howard
Treasurer and Chief Financial Officer
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.
Date: December 18, 1996
RETIREMENT MANAGEMENT ASSOCIATES, INC.
By: _______________________________
Harvey Schuster
President and Principal Executive Officer
_______________________________
John W. Howard
Treasurer and Chief Financial Officer
