<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
AMENDMENT NUMBER 1
(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, 1998.
- ---- 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.)
2440 TAMIAMI TRAIL NORTH 34275
NOKOMIS, FLORIDA (Zip Code)
(Address of Principal Executive Offices)
REGISTRANT'S TELEPHONE NUMBER AND AREA CODE: 941-966-3636
(Former Address of Principal Executive Offices) (Former Zip Code)
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past
twelve 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, 1998, there were outstanding 7,073,711 shares of Just Like
Home, Inc. Common Stock, par value $.001.
<PAGE> 2
ITEM 1. FINANCIAL STATEMENTS
JUST LIKE HOME, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEET
MARCH 31, 1998
(UNAUDITED)
ASSETS
<TABLE>
<CAPTION>
Current Assets:
<S> <C>
Cash and cash equivalents $ 55,361
Restricted cash 200,000
Accounts receivable - trade 65,941
Other receivables 414,406
Other current assets 134,232
-------------
Total current assets 869,940
Property and equipment, net 2,243,470
Property held for sale 1,311,931
Restricted cash and certificates of deposit 460,892
Due from related parties 142,141
Intangible assets, net 1,222,914
=============
Total Assets $ 6,251,288
=============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued liabilities $ 265,760
Current portion of long-term debt 712,000
Current portion of related party debt 150,899
Other current liabilities 100,118
-------------
Total current liabilities 1,228,777
Long-term debt 2,054,115
Note payable to related party 254,922
-------------
Total liabilities 3,537,814
-------------
Common Stock and Options Subject to Put Options 890,843
-------------
Stockholders' Equity
Preferred stock, $.01 par value; 2,000,000 shares
authorized; none issued and outstanding 0
Common stock, $.001 par value; 13,000,000 shares
authorized; 7,073,711 shares issued and outstanding 6,883
Additional paid-in capital 8,900,515
Accumulated deficit (7,084,767)
-------------
Total stockholders' equity 1,822,631
-------------
Total Liabilities and Stockholders' Equity $ 6,251,288
=============
</TABLE>
See accompanying notes to consolidated financial statements
1
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JUST LIKE HOME, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
1997 1998
---- ----
<S> <C> <C>
Revenue:
Resident fees $ 420,916 $ 440,447
Companion care fees 79,993 185,985
Consulting fees 147,506 -
Management Fees 20,881 -
Other income 37,911 27,191
--------------------------
Total revenue 707,207 653,623
--------------------------
Expenses:
General and administration 308,861 305,633
Assisted living facilities operations 305,161 390,433
Companion care 85,421 153,649
Consulting expenses 125,053 -
Depreciation 53,755 30,861
Amortization 23,816 80,052
--------------------------
Total expenses 902,067 960,628
--------------------------
Operating Loss (194,860) (307,005)
--------------------------
Non-Operating Income (Expense)
Interest expense (102,425) (70,396)
Interest income 11,311 9,797
--------------------------
(91,114) (60,599)
--------------------------
Loss Before Income Taxes (285,974) (367,604)
Income Tax Expense - -
--------------------------
Net Loss $ (285,974) $ (367,604)
==========================
Net Loss Per Common Share $ (0.10) $ (0.05)
==========================
Weighted Average Common Shares Outstanding 2,917,461 7,073,711
==========================
</TABLE>
See accompanying notes to consolidated financial statements
2
<PAGE> 4
JUST LIKE HOME, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOW
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
1997 1998
---- ----
<S> <C> <C>
Cash Flows used in Operating Activities: $ (105,124) $ (131,420)
--------------- --------------
Cash Flows from Investing Activities:
Acquisitions of property and equipment (99,903) (7,089)
Deposits from restricted cash accounts (53,537) 33,220
--------------- --------------
Net cash used in investing activities (153,440) 26,131
--------------- --------------
Cash Flows from Financing Activities:
Proceeds from mortgages and notes payable 29,948 -
Repayment of mortgages and notes payable (18,486) 20,598
Borrowings from related parties 151,000 -
Repayment of related-party loans - (637)
--------------- --------------
Net cash provided by financing activities 162,462 19,961
--------------- --------------
Net (decrease) in cash (96,102) (85,328)
Cash, beginning of period 187,135 140,689
--------------- --------------
Cash, end of period $ 91,033 $ 55,361
=============== ==============
</TABLE>
See accompanying notes to consolidated financial statements
3
<PAGE> 5
JUST LIKE HOME, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
MARCH 31, 1998
(UNAUDITED)
NOTE 1 - BASIS OF PRESENTATION
Just Like Home, Inc. and Subsidiaries (the "Company") have not changed their
accounting and reporting policies from those stated in the 1997 annual report.
These unaudited interim consolidated condensed financial statements should be
read in conjunction with the audited financial statements and related
disclosures included in the Company's annual report on Form 10-KSB for the year
ended December 31, 1997.
In the opinion of the management of 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.
NOTE 2 - NET LOSS PER COMMON SHARE
Primary net loss per common share is computed by dividing net loss by the
weighted average number of common shares outstanding during each period. Common
stock equivalents are not included in the calculation as their impact would be
anti-dilutive.
NOTE 3 - FUTURE ACCOUNTING REQUIREMENTS
Comprehensive Income: In June 1997, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards (SFAS) No. 130, Reporting of
Comprehensive Income, which established standards for reporting and display of
comprehensive income and its components (revenues, expenses, gains, and losses)
in a full set of financial statements. This statement also requires that all
items that are required to be recognized under accounting standards as
components of comprehensive income be reported in a financial statement that is
displayed with the same prominence as other financial statements.
This statement is effective for fiscal years beginning after December 15, 1997.
Earlier application is permitted. Reclassification of financial statements for
earlier periods provided for a comparative purpose is required. Management does
not believe that adoption of SFAS No. 130 will have a material impact on the
Company's financial statements.
Disclosures About Segments of an Enterprise: In June 1997, the Financial
Accounting Standards Board also issued SFAS No. 131, Disclosures about Segments
of an Enterprise and Related Information, which establishes standards for the
way that public business enterprises report information about operating
segments in annual financial statements and requires that those enterprises
report selected information about operating segments in interim financial
reports issued to shareholders. This statement also establishes standards for
related disclosures about products and services, geographic areas, and major
customers. This statement requires the reporting of financial and descriptive
information about an enterprise's reportable operating segments.
4
<PAGE> 6
This statement is effective for financial statements for periods beginning
after December 15, 1997. In the initial year of application, comparative
information for earlier years is to be restated. The Company has not yet
determined the impact adoption of SFAS No. 131 will have on its financial
statements.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONDITIONS AND RESULTS OF
OPERATIONS.
OVERVIEW
The historical financial statements represent the consolidated results
of operations and financial condition of Just Like Home, Inc. and its
subsidiaries (JLH or the Company).
The following table sets forth the number of facilities owned or
managed and the total beds and occupancy as of the end of each of the periods
presented.
<TABLE>
<CAPTION>
December 31, March 31,
-------------- ---------
1996 1997 1998
---- ---- ----
<S> <C> <C> <C>
Facilities owned.................................................6 2 2
Facilities leased (1)............................................0 4 4
Facilities managed...............................................3 3 0
Total beds.....................................................184 184 116
Occupancy percentage at end of period........................75.9% 88.8% 80.2%
</TABLE>
(1) On July 18, 1997 the Company sold 4 facilities to Health Care REIT, Inc.
and simultaneously leased the properties back under a 10 year lease
agreement.
- ----------------
Revenues
Total revenues for the three-month period ended March 31, 1998 decreased by 7%
from $707,000 in 1997 to $654,000 in 1998. Resident fee income increased 5%
from $421,000 in 1997 to $440,000 in 1998 due to increased occupancy. Just Like
Family, Inc., the Company's companion care service subsidiary, reflected
revenues of $80,000 in 1997 and $186,000 in 1998, an increase of 133% due to
increased service hours. Consulting Fees decreased from $148,000 in 1997 to $0
in 1998 due to the sale of Project Market Decisions, Inc. (PMD) effective July
1, 1997. Management fees also decreased from $21,000 in 1997 to $0 in 1998 due
to the termination of the management contracts with the National Foundation on
Gerontology.
Expenses
Total expenses for the three-month period ended March 31, 1998 increased by 7%,
from $902,000 in 1997, to $961,000 in 1998. Assisted living operating expenses
increased from $305,000 in 1997 to $390,000 in 1998 due to a newly constructed
facility, the continued management services on the terminated management
contract (effective April 1, 1998) and the sale-leaseback of a number of the
Company's facilities in 1998 as opposed to direct ownership of the same
facilities in 1997. Companion care costs increased from $85,000 in 1997 to
$154,000 in 1998 due to increased volume. General and administrative expenses
were down from $309,000 in 1997 to $306,000 in 1998. Consulting costs were
eliminated in 1998 due to the 1997 sale of the Company's consulting division.
Amortization was up
5
<PAGE> 7
from $23,000 in 1997 to $70,000 in 1998 due primarily to the goodwill booked as
part of the merger with Community Assisted Living Centers, Inc. in 1997.
Interest Expense
Interest expense for the three-month period ended March 31, 1998 decreased from
approximately $102,000 in 1997 to approximately $70,000 in 1998 due to the
sale-leaseback of four previously owned facilities.
Loss Before Income Taxes
As a result of the above, the Company incurred a loss before taxes of
approximately $368,000 for the 1998 period as compared to a loss of
approximately $286,000 for the 1997 period.
LIQUIDITY AND CAPITAL RESOURCES
The Company sustained a loss of $368,000 for the three month period ended March
31, 1998. This was due to the Company not having a sufficient number of
facilities in operation to generate the necessary income to cover home office
overhead costs and the carrying costs associated with non-income producing
properties. To alleviate this trend, the Company opened the first example of
its 42-unit prototype facility in May 1998. Two more of these facilities are
presently under construction and expected to be complete before August 1998.
Five additional facilities are in the pre-construction stages of development
and expected to start construction in 1998, assuming the Company raises
additional capital as discussed below. The Company finalized the sale-leaseback
of one of its Leesburg, Florida facilities in May of 1998. This transaction
generated an additional $625,000 in working capital for the Company.
The Company entered into an agreement on April 30, 1997, with Health Care REIT,
Inc., a real estate investment trust (the "REIT"), for up to $41,800,000 of
financing for assisted living facilities. The initial financing was completed
on July 18, 1997, and involved the sale-leaseback of four assisted living
facilities owned by the Company for an aggregate sale price of $2,700,000. Each
phase of the REIT financing is subject to numerous conditions, including
satisfaction of certain financial coverage tests by the Company. The initial
REIT financing provided the Company with approximately $1,000,000 ($750,000
from REIT proceeds and the release of a $250,000 of certificate of deposit held
as collateral by the mortgage lender) in additional working capital after the
payment of certain long-term and short-term indebtedness related to the four
facilities sold to the REIT
The remainder of the REIT funding will be available, subject to continuing
satisfaction of the various financial and other covenants in the agreement, to
fund approximately 15 assisted living facilities in the eastern United States.
The financing commitment expires on May 1, 2000.
Although the financing for construction of up to 15 additional
facilities is available to the Company under the REIT credit facility described
above (subject to continued compliance by the Company with the REIT
requirements), the Company is required to fund all start-up costs associated
with each new project. The Company estimates that it will need approximately
$250,000 in cash resources other than the REIT financing for each new facility
developed by the Company.
As of April 30, 1998, the Company had negative working capital.
Operating losses are expected to continue to occur for the foreseeable future.
The primary cash needs of the Company relate to start-up costs associated with
opening new facilities, projected operating losses for those facilities until
they
6
<PAGE> 8
reach a stabilized occupancy, and certain corporate office expenses until
all facilities are generating sufficient cash flow to cover those expenses.
The Company is presently pursuing a significant equity financing with
the representative of several institutional investors. These discussions
involve the issuance of a new class of convertible preferred stock, although
the final form of the financing, if completed at all, cannot be predicted at
this time. If the Company is unable to complete the preferred stock financing,
the Company presently anticipates that it will undertake a private placement of
its Common Stock to a limited number of sophisticated investors, including
current directors and officers of the Company. On April 29, 1998, the Company
received commitments from certain shareholders to purchase an aggregate of
$1,000,000 in common stock, and the Company will exercise this option if the
preferred stock offering is not finalized.
If the Company is able to complete the preferred stock offering, the
Company will have cash to fund the anticipated continuing operating losses of
the Company and the additional projected start-up losses for each new facility
developed by the Company for the remainder of 1998 and all of calendar year
1999. The rate at which these capital resources are used by the Company will
depend primarily at the rate at which the Company completes development of new
facilities. The following schedule sets forth certain information relating to
development efforts underway at the Company as of April 30, 1998:
<TABLE>
<S> <C>
Completed project in lease-up(1): 1
Projects under Construction(2): 2
Projects under Development(3): 3
Project sites in process(4): 12
</TABLE>
-----------
(1) A 42-unit facility was completed by the Company in
April, 1998, with fill-up just commencing.
(2) Two 42-unit facilities are under construction.
(3) Projects under development are those projects for which the
Company has obtained real estate purchase contracts for the
Project sites on behalf of the REIT, the closing on which is
subject to receipt of all applicable pre-construction zoning,
licensing and construction permits, and for which the Company
is actively pursuing applicable zoning and licensing
requirements.
(4) Project sites in process are those sites that have been
identified by the Company as suitable for an assisted living
facility and for which the Company is actively in process of
securing a real estate purchase contract for the site.
7
<PAGE> 9
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
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
(a) Exhibits.
The following exhibit is filed with this Form 10-QSB:
10.1 Lease Agreement between Health Care REIT, Inc.
and JLH Series I, Inc. originally dated
July 18, 1997, revised as of April 29, 1998. (a)
27.1 Financial Data Schedule (for SEC use only).
(a) Incorporated by Reference
8
<PAGE> 10
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: July 16, 1998 Just Like Home, Inc.
(John F. Robenalt)
--------------------------
Chief Executive Officer
(Michael W. Monahan)
----------------------------------------
Chief Financial Officer (Principal
Accounting Officer and Principal
Financial Officer)
9
<TABLE> <S> <C>
<ARTICLE> 5
<RESTATED>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 55,361
<SECURITIES> 0
<RECEIVABLES> 65,941
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 869,940
<PP&E> 2,506,763
<DEPRECIATION> 263,293
<TOTAL-ASSETS> 6,251,288
<CURRENT-LIABILITIES> 1,228,777
<BONDS> 3,537,814
0
0
<COMMON> 6,883
<OTHER-SE> 8,900,515
<TOTAL-LIABILITY-AND-EQUITY> 6,251,288
<SALES> 0
<TOTAL-REVENUES> 653,623
<CGS> 0
<TOTAL-COSTS> 960,628
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 70,396
<INCOME-PRETAX> (367,604)
<INCOME-TAX> 0
<INCOME-CONTINUING> (367,604)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (367,604)
<EPS-PRIMARY> (0.05)
<EPS-DILUTED> (0.05)
</TABLE>
