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Previous: WNL SERIES TRUST, DEFS14A, 1997-06-23 |
Next: SHELLS SEAFOOD RESTAURANTS INC, 8-K, 1997-06-23 |
<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM 8-K/A
AMENDMENT NO. 1
TO
CURRENT REPORT
Pursuant to Section 13 or 15(d) of Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 10, 1997
JUST LIKE HOME, INC.
(Exact name of registrant as specified in its charter)
Florida 0-25908
(State or other jurisdiction of incorporation) (Commission File No.)
2440 Tamiami Trail North
Nokomis, Florida 34275
(Address of principal executive office)
Registrant's telephone number, including area code: (941) 966-3636
================================================================================
<PAGE> 2
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED. Filed as a part of
this report are the audited financial statements of Community Assisted Living
Centers, Inc., a Florida corporation ("Community"), for the fiscal year ended
December 31, 1996, as required by Rule 3-05(b) of Regulation S-X.
(b) PRO FORMA FINANCIAL INFORMATION. Following is the pro forma
financial information for the registrant as of and for the year ended December
31, 1996, after giving effect to the acquisition of Community as of March 22,
1996 (the date of inception of Community), required by Article 11 of Regulation
S-X
<PAGE> 3
<TABLE>
<CAPTION>
December 31, 1996
---------------------------------------------------------------
Community
Just Like Assisted Living
Home, Inc Centers, Inc. Adjustments Combined
------------- --------------- ------------ ----------
<S> <C> <C> <C> <C>
ASSETS
CURRENT ASSETS
Cash $ 187,135 $ 340,112 $ 527,247
Restricted cash 82,662 - 82,662
Restricted certificate of deposit 250,000 - 250,000
Investments - 499,690 499,690
Accounts receivable - trade 160,878 25,395 186,273
Interest receivable - 7,785 7,785
Due from related party - net 7,305 - 7,305
Other current assets 33,784 - 33,784
---------------------------------------------------------------------
Total current assets 721,764 872,982 - 1,594,746
---------------------------------------------------------------------
PROPERTY AND EQUIPMENT, NET 5,044,953 13,861 5,058,814
PROJECT DEVELOPMENT COSTS - 22,676 22,676
PROPERTY HELD FOR SALE 1,579,836 1,579,836
RESTRICTED CASH 56,216 56,216
GOODWILL AND OTHER
INTANGIBLE ASSETS, NET 520,133 3,695 523,828
OTHER ASSETS 28,424 28,424
---------------------------------------------------------------------
Total Assets $ 7,951,326 $ 913,214 $ - $ 8,864,540
=====================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 667,125 $ 9,308 $ 676,433
Current portion of long-term debt 978,762 - 978,762
Due to related parties 150,000 - 150,000
---------------------------------------------------------------------
Total current liabilities 1,795,887 9,308 - 1,805,195
LONG-TERM DEBT, less current portion 3,910,622 3,910,622
NOTE PAYABLE TO RELATED
PARTY, less current portion 185,405 185,405
COMMON STOCK AND OPTIONS
SUBJECT TO PUT 409,443 409,443
---------------------------------------------------------------------
Total liabilities 6,301,357 9,308 - 6,310,665
---------------------------------------------------------------------
STOCKHOLDERS' EQUITY
Preferred stock - -
Common stock 3,917 1,064,924 1,068,841
Additional paid in capital 6,135,981 - 6,135,981
Stock subscriptions receivable - (25,750) (25,750)
Accumulated deficit (4,489,929) (135,268) - (4,625,197)
---------------------------------------------------------------------
Total stockholders' equity 1,649,969 903,906 - 2,553,875
---------------------------------------------------------------------
Total Liabilities and
Stockholders' Equity $ 7,951,326 $ 913,214 $ - $ 8,864,540
=====================================================================
</TABLE>
-2-
<PAGE> 4
<TABLE>
<CAPTION>
Year Ended December 31, 1996
-------------------------------------------------------------------
Community
Just Like Assisted Living
Home, Inc Centers, Inc. Adjustments Combined
------------- ---------------- ------------ --------------
<S> <C> <C> <C> <C>
Revenue
Resident fees $ 1,209,366 $ - $ 1,209,366
Management and consulting fees 618,579 11,966 630,545
Companion fees 67,845 67,845
Other income 58,645 58,645
-----------------------------------------------------------------
Total revenue 1,954,435 11,966 - 1,966,401
Expenses
Operating, selling, general and
administration 3,476,281 170,741 3,647,022
Loss from impairment of property held for
sale 818,500 818,500
Litigation settlement 409,443 409,443
------------------------------------------------------------------
Total expenses 4,704,224 170,741 - 4,874,965
------------------------------------------------------------------
Operating Loss (2,749,789) (158,775) - (2,908,564)
------------------------------------------------------------------
Non-Operating Income (Expense)
Interest income 78,804 23,507 102,311
Interest expense (307,096) (307,096)
------------------------------------------------------------------
Total non-operating expenses (228,292) 23,507 - (204,785)
------------------------------------------------------------------
Net Loss $ (2,978,081) $ (135,268) $ - $ (3,113,349)
==================================================================
</TABLE>
(c) EXHIBITS. The following documents are filed herewith as
exhibits:
Previously filed.
-3-
<PAGE> 5
SIGNATURE
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 hereunto duly authorized.
JUST LIKE HOME, INC.
/s/ John F. Robenalt
-------------------------------------
Name: John F. Robenalt
Title: President and Chief Executive
Officer
Dated: June 23, 1997
-4-
<PAGE> 6
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGES
<S> <C>
Report of Independent Accountants 1
Financial Statements
Balance Sheet 2
Statement of Operations 3
Statement of Stockholders' Equity 4
Statement of Cash Flows 5
Notes to Financial Statements 6 - 8
</TABLE>
<PAGE> 7
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors
Community Assisted Living Centers, Inc.
We have audited the accompanying balance sheet of Community Assisted Living
Centers, Inc. (the Company) (a development stage company) as of December 31,
1996 and the related statements of operations, stockholders' equity and cash
flows for the period from March 22, 1996 (date of inception) to December 31,
1996. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we 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. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Company as of December 31,
1996, and the results of its operations and its cash flows for the period from
March 22, 1996 (date of inception) to December 31, 1996 in conformity with
generally accepted accounting principles.
/s/ COOPERS & LYBRAND L.L.P.
Fort Myers, Florida
June 6, 1997
1
<PAGE> 8
COMMUNITY ASSISTED LIVING CENTERS, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
December 31, 1996
<TABLE>
<S> <C>
ASSETS
CURRENT ASSETS
Cash $ 340,112
Accounts receivable, less allowance for uncollectible accounts of $11,966 25,395
Interest receivable 7,785
Investments 499,690
---------------
Total current assets 872,982
PROPERTY AND EQUIPMENT, less accumulated depreciation 13,861
PROJECT DEVELOPMENT COSTS 22,676
ORGANIZATION AND START UP COSTS, less accumulated amortization 3,695
---------------
Total assets $ 913,214
===============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses 9,308
---------------
STOCKHOLDERS' EQUITY
Preferred stock, no par value; 10,000,000 shares authorized;
no shares issued and outstanding 0
Common stock, no par value; 50,000,000 shares authorized; 1,087,500 shares
issued and outstanding 1,064,924
Deficit accumulated during the development stage (135,268)
---------------
929,656
Less: Subscriptions receivable (25,750)
---------------
Total stockholders' equity 903,906
---------------
Total liabilities and stockholders' equity $ 913,214
===============
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
<PAGE> 9
COMMUNITY ASSISTED LIVING CENTERS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
for the period March 22, 1996 (date of inception) to December 31, 1996
<TABLE>
<S> <C>
Revenues
Management fees $ 11,966
Interest 23,507
---------------
Total revenues 35,473
---------------
Expenses
Wages and salaries 80,231
Payroll taxes and benefits 14,083
Temporary office help 9,388
Training and seminars 8,830
Rent 11,000
Telephone 3,979
Travel 6,786
Office supplies and expense 23,531
Bad debt 11,966
Depreciation and amortization 947
---------------
Total expenses 170,741
---------------
Net loss $ (135,268)
===============
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE> 10
COMMUNITY ASSISTED LIVING CENTERS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
for the period March 22, 1996 (date of inception) to December 31, 1996
<TABLE>
<CAPTION>
Deficit
Accumulated
During the
Date of Number of Development Stock
Transaction Shares Amount Stage Subscriptions
----------- --------- ---------- -------------- -------------
<S> <C> <C> <C> <C> <C>
Balance, March 22, 1996 (date of
inception) 0 $ 0 $ 0 $ 0
Stock sold for cash and
subscriptions ($1 per share) 07/26/96 1,087,500 1,087,500 0 (187,500)
Stock subscriptions collected 08/02/96 0 0 0 105,000
Stock subscriptions collected 08/14/96 0 0 0 10,000
Stock subscriptions collected 08/27/96 0 0 0 5,000
Stock subscriptions collected 10/17/96 0 0 0 11,750
Stock subscriptions collected 12/16/96 0 0 0 30,000
Cost of stock issuance 0 (22,576) 0 0
Net loss for the period from March 22,
1996 through December 31, 1996 0 0 (135,268) 0
--------- ----------- ---------- ----------
Balance, December 31, 1996 1,087,500 $ 1,064,924 $ (135,268) $ (25,750)
========= =========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE> 11
COMMUNITY ASSISTED LIVING CENTERS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
for the period March 22, 1996 (date of inception) to December 31, 1996
<TABLE>
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (135,268)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization 947
Changes in assets and liabilities
Increase in accounts receivable (25,395)
Increase in interest receivable (7,785)
Increase in accounts payable and accrued expenses 9,308
---------------
Net cash used in operating activities (158,193)
---------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property and equipment (14,440)
Project development costs (22,676)
Purchase of investments (499,690)
Payments of organization and start-up costs (4,063)
---------------
Net cash used in investing activities (540,869)
---------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from issuance of common stock 1,039,174
---------------
Net increase in cash 340,112
Cash at beginning of period 0
---------------
Cash at end of period $ 340,112
===============
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE> 12
COMMUNITY ASSISTED LIVING CENTERS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
1. ORGANIZATION:
Community Assisted Living Centers, Inc. (the Company), a Florida
Corporation, was incorporated on March 22, 1996. The Company's purpose is
to provide a wide range of assisted living care services through the
ownership, operation and management of assisted living facilities.
The Company had no operations or activity prior to March 22, 1996. As of
December 31, 1996, the Company's operations had not commenced and, as such,
the Company was considered a development stage company. The Company has
been primarily engaged in raising capital, planning the development of new
assisted living facilities and seeking qualified acquisitions of existing
living facilities (See Note 6).
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
A summary of significant accounting policies used in the preparation of the
accompanying financial statements follows:
DEPRECIATION: Depreciation expense is provided for property and equipment
using the straight-line method over the estimated lives of the depreciable
assets which range from five to seven years.
INVESTMENTS: The Company has the positive intent and ability to hold to
maturity the U.S. Treasury bills held. The Company's investment in U.S.
Treasury bills with a maturity value of $527,000 maturing September 19,
1997 are classified as held-to-maturity securities and are recorded at
amortized cost.
PROJECT DEVELOPMENT COSTS: The Company has capitalized architectural and
site feasibility costs as project development costs.
AMORTIZATION: Organization and start-up costs are stated at cost and
amortized over five years using the straight-line method.
INCOME TAXES: Deferred tax assets and liabilities, if any, are recognized
for the future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and liabilities and
their respective tax bases and operating loss and tax credit
carryforwards. Deferred tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled.
The effect on deferred tax assets and liabilities of a change in tax rates
is recognized in income in the period that includes the enactment date. No
deferred tax assets or benefit for income taxes were provided at December
31, 1996.
6
<PAGE> 13
NOTES TO FINANCIAL STATEMENTS, CONTINUED
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
MANAGEMENT'S USE OF ESTIMATES: The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
3. PROPERTY AND EQUIPMENT:
Property and equipment consists of office furniture, computer equipment and
software which is stated at cost. Property and equipment consisted of the
following at December 31, 1996:
<TABLE>
<S> <C>
Property and equipment $ 14,440
Less accumulated depreciation (579)
-------------
$ 13,861
=============
</TABLE>
Depreciation expense was $579 for the period March 22, 1996 (date of
inception) to December 31, 1996.
4. ORGANIZATION AND START-UP COSTS:
Organization and start-up costs consisted of the following at December
31, 1996:
<TABLE>
<S> <C>
Organization and start-up costs $ 4,063
Less accumulated depreciation (368)
-------------
$ 3,695
=============
</TABLE>
Amortization expense was $368 for the period March 22, 1996 (date of
inception) to December 31, 1996.
5. RELATED PARTY ACTIVITIES:
John Robenalt, CEO, President and stockholder of the Company is also an
owner of Robenalt & Robenalt, Attorneys at Law. During the period March
22, 1996 (date of inception) to December 31, 1996, Robenalt & Robenalt
provided office space, office supplies and administrative services to the
Company. The Company paid rent expense of $11,000 and approximately
$13,600 for office supplies and administrative services reimbursement to
Robenalt & Robenalt.
The Company had receivables from related parties of $8,530 and
payables to related parties of $300 at December 31, 1996.
7
<PAGE> 14
NOTES TO FINANCIAL STATEMENTS, CONTINUED
6. SUBSEQUENT EVENT:
MERGER: In February, 1997, the Company entered into a merger agreement
with Just Like Home, Inc. pursuant to which the Company merged with a new
wholly-owned subsidiary of Just Like Home, Inc., Just Like Home Acquisition
Corp. Under the terms of the agreement, the Company exchanged each of its
shares of common stock for one and one-half shares of Just Like Home,
Inc.'s common stock. The merger became effective on April 10, 1997.
8
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