<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
X Quarterly Report Pursuant to Section 13 or 15(d) of the Securities and
- ---- Exchange Act of 1934 For the period ended March 31, 1996, or
Transition Report pursuant to Section 13 or 15(d) of the Securities
- ---- Exchange Act of 1934 For the transition period from to .
-------- --------
COMMISSION FILE NUMBER 0-25908
-------
JUST LIKE HOME, INC.
(Exact name of registrant as specified in its charter)
FLORIDA 65-0568234
(State or other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
3647 CORTEZ ROAD WEST 34210-3106
BRADENTON, FLORIDA (Zip Code)
(Address of Principal Executive Offices)
REGISTRANT'S TELEPHONE NUMBER AND AREA CODE: 941-756-2555
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
None
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
COMMON STOCK, PAR VALUE $.001 NASDAQ
(Title of Class) (Name of Each Exchange on
Which Registered)
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 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 .
--- ---
As of March 31, 1996, there were outstanding 3,917,461 shares of Just Like
Home, Inc. Common Stock, par value $.001.
<PAGE> 2
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONDITIONS AND RESULTS OF
OPERATIONS.
The following discussions and analysis contains both historical and forward
looking information. The forward looking statements are made pursuant to the
safe harbor provisions of the Private Securities Litigation Reform Act of
1995. Forward looking statements may be significantly impacted by certain
risks and uncertainties described herein.
Overview
The historical financial statements represent the consolidated results of
operations and financial condition of Just Like Home, Inc. (a Nevada
corporation) and its subsidiaries (JLH Series I, Inc., JLH Management, Corp.,
JLH Franchising Corp., Project Market Decisions, Inc., Just Like Home IV, Inc.,
Just Like Family, Inc. and Just Like Home Corporate Center, Inc.). Just Like
Home, Inc. (a Florida corporation) was formed in May 1994, and in April 1995,
through a stock for stock exchange, acquired JLH-Nevada and its subsidiaries.
On March 15, 1996, the Company acquired Charis Place, Inc. and the results of
its operations are included from the date of acquisition. The discussion of
the results of operations which follows is based upon the consolidated results
of operations of the Company.
The following table sets forth the number of facilities owned or managed by the
Company and the total beds and occupancy as of the end of each of the periods
presented and the average occupancy percentages for each such period.
<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
------------ ---------
1994 1995 1996
---- ---- ----
<S> <C> <C> <C>
Facilities owned........................ 2 (1) 2 4 (5)
Facilities managed...................... 4 (2) 3 (3) 3
Total beds.............................. 110 100 (3) 144 (5)
Occupancy percentage at end of period... 93.6% 97.0% 89.6% (5)
Average occupancy percentage............ 95.4% 89.5% (4) 92.5%
- ----------------
</TABLE>
(1) In March 1994, the Company sold to National Foundation three of its
facilities and land on which a fourth facility was subsequently
constructed.
(2) During 1994, the National Foundation remodeled two existing facilities
to accommodate additional beds. In addition, a 32-bed managed
facility specializing in care of individuals with Alzheimer's disease
was completed in December 1994.
(3) In March 1995, the Company recommended to the National Foundation that
it close a 10-bed facility . Following such recommendation, all of
the residents of this facility were moved to the new 32-bed facility
referred to above. The facility was closed for awhile and the National
Foundation has now leased the facility to an unaffiliated third party.
(4) The average occupancy calculation for the year ended December 31,
1995 includes the impact of the start-up of the 32-bed Alzheimer's
facility which opened on December 28, 1994 and reached 100% occupancy
on March 31, 1995.
(5) On March 15, 1996 the Company acquired Charis Place, Inc. and two
related assisted living facilities totaling 44 beds.
1
<PAGE> 3
Revenues
Revenues for the quarter ended March 31, 1996 increased by 25% from
approximately $281,000 in 1995 to approximately $352,000 in 1996. Resident
fees increased due to the inclusion of Charis revenue from March 15, 1996 (date
of acquisition) and fee increases effective February 1, 1996. Management fees
increased due to the February 1 fee increases and higher occupancy in the
managed facilities. Consulting fees and other income increased due to increased
fees generated by the Company's wholly owned subsidiary, Project Market
Decisions, Inc.
Operating, Selling, General and Administrative Expenses
Operating and other expenses for the quarter ended March 31, 1996 increased by
38% from approximately $428,000 in 1995 to approximately $592,000 in 1996
primarily due to the payroll, benefits, and travel costs related to additional
personnel to support the Company's growth and development plans.
Interest Expense, Net
Interest expense for the quarter ended March 31, 1996 increased from
approximately $27,000 in 1995 to approximately $53,000 in 1996 due to the
opening of the Company's corporate center and interest thereon is no longer
being capitalized. In addition, interest income in 1996 was $25,000 from
investing initial public offering proceeds in certificate of deposit and
repurchase agreements.
Loss Before Income Taxes
As a result of the above, the Company incurred a loss before taxes of
($174,000) for the 1995 period as compared to a loss of ($267,000) for the 1996
period.
Liquidity and Capital Resources
The losses incurred by the Company during the three months ended March 31, 1996
have been funded primarily through its initial public offering which occurred
in July, 1995 from which the Company realized approximately $3,212,000.
Although future anticipated operating losses are expected to be funded from
this source; the Company has plans to raise additional equity to fund operating
losses and to purchase or construct additional facilities.
Since the July 6, 1995 public stock offering, the Company has started an
aggressive development program that will include construction of additional
assisted living facilities which, when matched with appropriate additional debt
funding, are ultimately expected to generate incremental operating cash flows
sufficient to fund operations. Two of these facilities have been under
construction since late in 1995 and are expected to be completed during June,
1996. These 40 additional beds are located in Bradenton, FL.
Currently the Company has the following projects under development: a ten acre
campus (6 - 20 bed physically frail and 2 - 64 bed Alzheimer's facilities - a
total of 248 beds) in Sarasota, FL; a second ten acre campus (3 - 20 bed
physically frail and 1 - 64 bed Alzheimer's facilities - a total of 124 beds)
in Lehigh Acres, FL; a two acre site (3 facilities totaling 77 beds) in
Springfield, OH; and a 1.1 acre site (2 - 20 bed physically frail - a total of
40 beds) in Tampa, FL; Additionally, the Company is in the site selection
process in several other locations. The Company continues to evaluate possible
acquisition and business combination opportunities. Management believes that
evolution of the assisted living industry will continue to produce potential
acquisition opportunities.
2
<PAGE> 4
Liquidity and Capital Resources - Continued
Management believes that financing for its various development projects is
available from various sources, including: sale/leaseback transactions with
Real Estate Investment Trusts (REIT's); construction and permanent financing
from commercial banks; and tax exempt bond financing with not-for-profit
corporations. The company has been aggressively negotiating with various
lenders to provide financing for its development projects. However, there can
be no assurance that any such financing will be available to the Company. If
the Company is unable to obtain additional construction or permanent financing,
it will required to modify or curtail its expansion plans, which could have a
material adverse affect on the Company's ability to generate a profit.
The Company's common stock is traded on NASDAQ and listed under the symbol
"JLHC".
3
<PAGE> 5
JUST LIKE HOME, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEET
<TABLE>
<CAPTION>
ASSETS MARCH 31,
1996
------------
<S> <C>
Current Assets:
Cash $ 134,508
Certificate of deposit 250,000
Restricted cash 67,265
Restricted certificate of deposit 800,000
Accounts receivable - trade 92,392
Due from related parties - current 65,091
Other current assets 55,773
------------
Total current assets 1,465,029
Property and Equipment, net 6,124,442
Restricted Cash 54,213
Due from Related Parties - long-term 220,904
Goodwill and Intangibles 421,210
Organization and Debt Issuance Costs, net of accumulated amortization
of $43,029 at March 31, 1996 136,328
Other Assets 75,261
------------
Total Assets $ 8,497,387
============
LIABILITIES AND STOCKHOLDER'S EQUITY
Current Liabilities:
Accounts payable and accrued expenses $ 719,095
Current portion of mortgages, notes and bonds payable 861,253
Due to related parties 65,091
------------
Total current liabilities 1,645,439
Mortgages and Notes Payable 1,478,821
Bonds Payable 735,000
Note payable to Related Party 277,226
------------
Total liabilities 4,136,486
------------
Commitments and Contingencies
Stockholders' Equity:
Preferred stock, $.01 par value; 2,000,000 shares authorized;
none issued and outstanding -
Common stock, $.001 par value; 13,000,000 shares authorized;
3,917,461 shares issued and outstanding at March 31, 1996 3,917
Additional paid-in capital 6,135,980
Accumulated deficit (1,778,996)
------------
Total stockholders' equity 4,360,901
------------
Total Liabilities and Stockholders' Equity $ 8,497,387
============
</TABLE>
See accompanying notes to consolidated condensed financial statements.
4
<PAGE> 6
JUST LIKE HOME, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
1996 1995
------------- ---------------
<S> <C> <C>
Revenue:
Resident fees $ 177,242 $ 131,443
Management fees 25,488 17,144
Consulting fees 118,739 112,913
Other income 30,966 19,884
---------- -----------
Total Revenue 352,435 281,384
Expenses:
Operating, selling, general and
administrative 591,698 427,914
----------- -----------
Operating Loss (239,263) (146,530)
----------- -----------
Non-Operating Income (Expense):
Interest expense (52,524) (27,323)
Interest income 24,639 -
----------- -----------
(27,885) (27,323)
----------- -----------
Loss Before Income Taxes (267,148) (173,853)
Income Tax Benefit (Expense) -
----------- -----------
Net Loss $ (267,148) $ (173,853)
=========== ===========
Net Loss Per Common and Common
Equivalent Share $ (0.07) $ (0.07)
=========== ===========
Weighted Average Common or Common
Equivalent Shares Outstanding 3,888,371 2,541,775
=========== ===========
</TABLE>
See accompanying notes to consolidated condensed financial statements.
5
<PAGE> 7
JUST LIKE HOME, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
1996 1995
------------ -----------
<S> <C> <C>
Cash Flows from Operating Activities: $ (267,148) $ (173,853)
Net loss
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization 25,285 15,792
Common stock issuance as compensation - 2,994
Changes in assets and liabilities:
(Increase) decrease in accounts receivable (18,463) (3,507)
(Increase) decrease in other current assets (43,018) 7,698
(Decrease) increase in accounts payable and accrued expenses 285,878 (124,382)
----------- ----------
Net cash provided by (used in) operating activities (17,465) (275,258)
----------- ----------
Cash Flows from Investing Activities:
Acquisitions of property and equipment (2,068,670) (73,995)
Loans to related parties (2,649) (338,937)
Repayments of related-party loans 8,272 -
Payments for organization costs and Intangible costs (434,706) (2,748)
Payments for other assets (6,608) (139,099)
Purchase of certificate of deposit (800,000) -
Proceeds from certificate of deposit 350,000 -
----------- ----------
Net cash used in investing activities (2,954,361) (554,779)
----------- ----------
Cash Flows from Financing Activities:
Proceeds from mortgages and notes payable 1,379,279 950,000
Repayment of mortgages and notes payable (2,186) (694,501)
Proceeds from common stock sales - 900,000
Borrowings from related parties 6,912 -
Repayment of related-party loans (4,166) (74,407)
----------- ----------
Net cash provided by financing activities 1,379,839 1,081,092
----------- ----------
Net Increase (Decrease) in Cash (1,591,988) 251,055
Cash - Beginning of Period 1,847,974 88,988
----------- ----------
Cash - End of Period $ 255,986 $ 340,043
=========== ==========
Non-cash Financing Transaction:
</TABLE>
The Company issued 40,351 shares of common stock, valued at $460,000
in connection with the acquisition of Charis Place, Inc.
See accompanying notes to consolidated condensed financial statements.
6
<PAGE> 8
JUST LIKE HOME, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
Three-Month Periods Ended March 31, 1996 and 1995
1. BASIS OF PRESENTATION:
In the opinion of the management of Just Like Home, Inc. and Subsidiaries
(the "Company"), the accompanying unaudited consolidated condensed financial
statements contain all adjustments, consisting only of normal recurring
accruals, necessary to present fairly the Company's financial position,
results of operations and cash flows for the periods presented. The results
of operations for the interim periods presented are not necessarily
indicative of the results to be expected for the full year.
The consolidated condensed financial statements should be read in
conjunction with the consolidated financial statements and the related
disclosures contained in the Company's Form 10-KSB dated April 13, 1996,
filed with the Securities and Exchange Commission.
2. PROPERTY AND EQUIPMENT:
Property and equipment is stated at cost and includes the following at March
31, 1996:
<TABLE>
<S> <C>
Land $ 657,041
Buildings 2,328,934
Furnishings and equipment 528,078
--------------
3,514,053
Less: Accumulated depreciation (211,160)
---------------
3,302,893
Property under development 2,821,549
--------------
$ 6,124,442
==============
</TABLE>
7
<PAGE> 9
JUST LIKE HOME, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - CONTINUED
Three-Month Periods Ended March 31, 1996 and 1995
3. MATURITY SCHEDULE FOR MORTGAGES PAYABLE, BONDS PAYABLE, NOTES PAYABLE AND
NOTE PAYABLE TO RELATED PARTY:
The following table presents principal payments required on the mortgages
payable, bonds payable, notes payable and note payable to related party for
each of the five years subsequent to March 31, 1996 and thereafter:
<TABLE>
<S> <C>
Year Ending March 31,
1997 $ 861,253
1998 202,798
1999 188,457
2000 961,498
2001 51,426
Thereafter 1,086,868
-------------
$ 3,352,300
=============
Classified As:
Current portion of mortgages, notes and bonds payable $ 861,253
Mortgages and notes payable 1,478,821
Bonds payable 735,000
Note payable to related party (see Note 5) 277,226
-------------
$ 3,352,300
=============
</TABLE>
4. MORTGAGE LOANS:
On January 26, 1996, the Company closed in escrow on a 10-acre site in
Sarasota, Florida. The site will be used for a 248-resident, 8-building
campus style development providing assisted living and special care needs.
The $850,000 purchase price was paid $50,000 in cash with a corresponding
six-month bank note for $800,000. The bank note is payable interest only
monthly at the Chemical Bank prime rate plus 1% with principal due on July
1, 1996. Such bank financing is collateralized by $800,000 of certificates
of deposit. The closing in escrow was necessary due to the temporary
inability of the seller to secure a title insurance policy because an
easement on the property is subject to prior judgment liens. The Company
believes such liens can be exempted by judicial determination and seller has
initiated such action.
In March, 1996, the Company completed its acquisition of Charis Place, Inc.
In connection with the acquisition, the Company obtained a mortgage loan in
the amount of $550,000 on its Charis Place, Inc. facilities. The proceeds
of the loan were used for acquisition of the Leesburg, Florida facilities.
The mortgage bears interest at 9%. Monthly principal and interest payments
on the loan are approximately $5,590 based on a fifteen-year term with a
balloon payment of the remaining principal due on August 1, 2002.
8
<PAGE> 10
JUST LIKE HOME, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - CONTINUED
Three-Month Periods Ended March 31, 1996 and 1995
5. EMPLOYEE STOCK OPTIONS:
In March, 1995, the Company adopted a Stock Option Plan (the "Plan") under
which 200,000 shares of common stock are reserved for issuance upon exercise
of stock options. Options may be granted to all eligible employees of the
Company, including officers and non-employee directors and others who
perform services for the Company. Options are granted under the Plan on
such terms and at such prices as determined by the Board of Directors,
except that the per share exercise price of incentive stock options cannot
be less than the fair market value of the common stock on the date of the
grant. Each option is exercisable after the period or periods specified in
the option agreement, but no option may be exercisable after the expiration
of ten years from the date of grant. During the three months ended March 31,
1996, an additional 130,633 options were issued to employees with exercise
prices ranging from $9 - $10 per share.
6. LITIGATION:
On February 14, 1996, an individual filed a lawsuit against the Company in
United States District Court, Southern District of New York, alleging that
he acted as a finder in connection with the Company's initial public
offering with the Securities and Exchange Commission which occurred in July,
1995 in which the Company sold 839,000 shares to the public at $6.00 per
share. The individual is seeking damages in the approximate amount of
$1,750,000. This case is in the initial discovery phase. The Company
believes it has sufficient defenses to the plaintiffs claim, plans to
vigorously defend itself and believes that the ultimate liability with
respect to this litigation will not have a material adverse effect on the
Company.
On April 17, 1996, a corporation which is a 5.5% holder of the Company's
common stock, filed a lawsuit against the Company in the Twelfth Judicial
Circuit of Florida. The plaintiff corporation alleges that the 214,882
common shares received in December, 1994, should have been freely tradable
and not subject to Rule 144 restrictions. The corporation is seeking
specific performance. In December, 1994, the Company converted $429,764 of
notes payable, stockholder (including $4,764 of accrued interest) into
common stock at $2.00 per share which was fair value at the date of
conversion. This case is in the initial discovery phase. The Company
believes it has sufficient defenses to the plaintiffs claim, plans to
vigorously defend itself and believes that the ultimate liability with
respect to this litigation will not have a material adverse effect on the
Company.
9
<PAGE> 11
JUST LIKE HOME, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - CONTINUED
Three-Month Periods Ended March 31 1996 and 1995
7. SUBSEQUENT EVENTS:
Registration Statement - On April 17, 1996 the Company filed a registration
statement with the Securities and Exchange Commission to offer 176,000
shares of its Series A 10% Cumulative Convertible Redeemable Preferred
Stock, at a yet to be determined price. As part of this transaction, the
Company's President and majority shareholder will contribute 750,000 of her
common shares back to the Company with the understanding that she will be
entitled to earn back the 750,000 shares, plus an additional 200,000 shares
of common stock subject to the Company meeting certain revenue and profit
goals. These goals expire at various times through December 31, 2002.
Purchase Commitment - In April, 1996, the Company received a loan in the
amount of $1,170,000 for construction of certain facilities located in
Bradenton, Florida. The construction loan bears interest at the rate of
prime plus 1%, payable in monthly interest only payments for a six-month
period. At the end of six months, the construction loan will be replaced by
a five-year promissory note with interest at 8.25% payable in monthly
principal and interest amounts of approximately $9,970. Additionally, the
loan commitment requires the Company to pledge a $250,000 certificate of
deposit as additional collateral.
10
<PAGE> 12
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
See Note 9 - Subsequent Events - Litigation - to Consolidated
Condensed Financial Statements.
ITEM 2. CHANGE IN SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
27 Financial Data Schedule (For SEC Use Only)
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: May 14, 1996 Just Like Home, Inc.
(Richard R. Confessore)
----------------------------------
Chief Financial Officer
11
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED CONDENSED FINANCIAL STATEMENTS OF JUST LIKE HOME, INC. FOR THE
THREE MONTHS PERIOD ENDED MARCH 31, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 134,508
<SECURITIES> 0
<RECEIVABLES> 92,392
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,465,629
<PP&E> 6,124,442
<DEPRECIATION> 0
<TOTAL-ASSETS> 8,497,387
<CURRENT-LIABILITIES> 1,645,439
<BONDS> 735,000
0
0
<COMMON> 3,917
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 8,497,387
<SALES> 0
<TOTAL-REVENUES> 352,435
<CGS> 0
<TOTAL-COSTS> 591,698
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 27,885
<INCOME-PRETAX> (267,148)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (267,148)
<EPS-PRIMARY> (0.07)
<EPS-DILUTED> 0
</TABLE>
