SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarterly Period Ended March 31, 1996
Commission file number 33-0773-A
THE ROTHCHILD COMPANIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 65-0110447
(State or Other Jurisdiction (IRS Employer
of Incorporation or Organization) Identification No.)
102 N.E. 2nd Street, Suite 193, Boca Raton, FL 33432
(Address of Principal Executive Offices) (Zip Code)
(407) 393-7251
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name, Former Address and Former Fiscal Year,
if Changed Since Last Report)
Indicate by check mark whether the Registrant: (1) has filed all
reports to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 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 No
There were 20,000,000 shares of the Company's Common Stock, $.001
par value per share, issued and outstanding at May 10, 1996.
<PAGE>
THE ROTHCHILD COMPANIES, INC.*
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheet - March 31, 1996 (Unaudited) and
December 31, 1995.
Statement of Operations - Three months ended March
31, 1996 and 1995 (Unaudited).
Statement of Cash Flows - Three months ended March
31, 1996 and 1995 (Unaudited).
Notes to Financial Statements.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
_________________________________
* See Note 1 of Notes to Financial Statements
<PAGE>
THE ROTHCHILD COMPANIES, INC.
PART I - FINANCIAL INFORMATION
Item I. Financial Statements
<PAGE>
THE ROTHCHILD COMPANIES, INC.
BALANCE SHEET
ASSETS
<TABLE>
<CAPTION>
March 31, December 31,
1996 1995
(Unaudited)
<S> <C> <C>
CURRENT ASSETS:
Cash and Cash equivalents $ 2,206 $ 1,035
TOTAL ASSETS $ 2,206 $ 1,035
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES:
Accounts payable and
accrued expenses $ - $ -
Loans payable 8,690 5,000
Total Current Liabilities $ 8,690 $ 5,000
STOCKHOLDERS' DEFICIENCY:
Common stock $.001 par value;
20,000,000 shares authorized;
20,000,000 issued and
outstanding at March 31, 1996
and December 31, 1995 20,000 20,000
Additional paid-in capital 472,410 471,100
Accumulated deficit (498,894) (495,065)
Total Stockholders' Deficiency (6,484) (3,965)
TOTAL LIABILITIES AND
STOCKHOLDERS' DEFICIENCY $ 2,206 $ 1,035
</TABLE>
See accompanying notes to the financial statements.
<PAGE>
THE ROTHCHILD COMPANIES, INC.
STATEMENT OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
1996 1995
<S> <C> <C>
REVENUES:
Net sales $ - $ -
- -
COSTS AND EXPENSES:
General and administrative 3,829 3,700
3,829 3,700
Income (loss) before provisions
for income taxes (3,829) (3,700)
Provision for income taxes - -
Net Income (Loss) $ (3,829) $ (3,700)
Weighted average number of
shares outstanding 20,000,000 11,304,089
Net income (loss) per
common share $ - $ -
</TABLE>
See accompanying notes to the financial statements.
<PAGE>
THE ROTHCHILD COMPANIES, INC.
STATEMENT OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
1996 1995
<S> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income (loss) $ (3,829) $ (3,700)
CASH FLOWS FROM FINANCING
ACTIVITIES:
Funds borrowed from shareholders 5,000 -
NET (DECREASE) INCREASE IN CASH
AND CASH EQUIVALENTS 1,171 3,700
CASH AND CASH EQUIVALENTS - BEGINNING 1,035 5,897
CASH AND CASH EQUIVALENTS - END $ 2,206 $ 2,197
</TABLE>
See accompanying notes to the financial statements.
<PAGE>
THE ROTHCHILD COMPANIES, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1996
(Unaudited)
NOTE 1 - THE COMPANY AND BASIS OF PRESENTATION
Business - On November 22, 1989, the Company acquired The
Rothchild Group, Inc., a full service advertising agency
engaged in the public relations agency business. At that
time, the name of the Company was changed to The Rothchild
Companies, Inc. On October 20, 1993, the Company's
subsidiary, The Rothchild Group, Inc. entered into Chapter
7 bankruptcy proceedings at which time the assets of the
subsidiary were liquidated by the court appointed trustee
and the Company's investment in the subsidiary was
rendered valueless. As a result, the financial statements
at March 31, 1996 have been presented on a deconsolidated
basis and include the assets, liabilities, and operations
of The Rothchild Companies, Inc. only.
During 1994 and 1995, and through the date of this
financial statement, the Company was inactive.
Fair Presentation - The balance sheet as of March 31,
1996, the statement of operations for the three months
ended March 31, 1996 and 1995, and the statement of cash
flows for the three months ended March 31, 1996 and 1995,
have been prepared by the Company without audit. In the
opinion of management, all adjustments (which include only
normal recurring accruals) necessary to present fairly the
financial position and results of operations at March 31,
1996, and for all periods presented have been made.
The unaudited financial statements are based on certain
estimates and are presently subject to year-end
adjustments. The lack of operations for the three months
ended March 31, 1996 are not necessarily indicative of the
results of operations to be expected for the Company's
fiscal year.
The financial statements as of December 31, 1995 have been
derived from audited financial statements.
Certain information and footnote disclosures normally
included in financial statements prepared in accordance
with generally accepted accounting principles have been
condensed or omitted. It is suggested that these
financial statements be read in conjunction with the
financial statements and notes thereto as of December 31,
1995 and the year then ended.
<PAGE>
THE ROTHCHILD COMPANIES, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1996
(Unaudited)
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Income and loss per share - Income and loss per share is
computed by dividing the net income or loss by the
weighted average number of common shares outstanding
during the applicable year.
NOTE 3 - LOANS PAYABLE
During the quarter ending March 31, 1996, certain
shareholders loaned money to the Company in the amount of
$5,000. In addition, $1,310 was repaid to certain
shareholders by the issuance of 131,000 shares at $.01.
NOTE 4 - SUBSEQUENT EVENT
On April 30, 1996 (the Record Date and the Effective
Date), the Company effected a one-for-twenty (1-for-20)
reverse stock split of the Company's Common Stock,
pursuant to which each twenty (20) shares of the Company's
Common Stock outstanding immediately prior to the
Effective Date were converted on the Effective Date into
one (1) share of the Company's Common Stock. No
fractional shares will be issued and stockholders who
would be entitled to receive fractional shares because
they held a number of shares not evenly divisible by
twenty, will be entitled to receive, in lieu of such
fractional shares, a cash payment upon presentation to the
Company's transfer agent of certificates representing the
shares. The cash payment will be equal to the average bid
price of the Common Stock maintained by broker-dealers on
the NASD OTC Bulletin Board on the Effective Date. In
connection with the reverse split, the Company maintained
the par value of its Common Stock at $.001 par value per
share, and the total number of shares of Common Stock
authorized to be issued by the Company remains unchanged
at 20,000,000 shares.
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The analysis of The Rothchild Companies, Inc. (the "Company")
financial condition, liquidity and capital resources, and results
of operation should be viewed in conjunction with the accompanying
financial statements including the notes thereto.
Background
On November 22, 1989, the Company acquired The Rothchild
Group, Inc., a full service advertising agency engaged in the
public relations agency business. At that time, the name of the
Company was changed to The Rothchild Companies, Inc. On October
20, 1993, the Company's subsidiary, The Rothchild Group, Inc.
entered into Chapter 7 bankruptcy proceedings at which time the
assets of the subsidiary were liquidated by the court appointed
trustee and the Company's investment in the subsidiary was rendered
valueless. As a result, the financial statements at March 31, 1996
have been presented on a deconsolidated basis and include the
assets, liabilities, and operations of The Rothchild Companies,
Inc. only.
Financial Condition
At March 31, 1996, the Company had current assets and total
assets of $2,206, as compared to current assets and total assets of
$1,035 at December 31, 1995; current liabilities and total
liabilities of $8,690, as compared to current liabilities and total
liabilities of $5,000 at December 31, 1995; and a stockholders
deficiency of $6,484 at March 31, 1996, as compared with a
stockholders deficiency of $3,965 as of December 31, 1995. The
increase in assets was the result of additional loans made to the
Company by certain stockholders during the quarter.
Liquidity
Since the Company's operating expenses, in management's
opinion, will be minimal until the Company is able to engage in
meaningful operations, the Company does not anticipate a liquidity
deficiency. The Company has no present commitment that is likely
to result in its liquidity increasing or decreasing in any material
way. In addition, the Company knows of no trend, additional
demand, event or uncertainty that will result in, or that are
reasonably likely to result in, the Company's liquidity increasing
or decreasing in any material way.
<PAGE>
Capital Resources
The Company has no material commitments for capital
expenditures. The Company knows of no material trends, favorable
or unfavorable, in the Registrant's capital resources. The Company
has no outstanding credit lines or credit commitments in place and
has no current need for financial credit.
Results of Operations
The Company did not report any revenues for the three months
ended March 31, 1996. During the quarter ended March 31, 1996, the
Company reported general and administrative expenses of $3,829.
During the period, the Company did not engage in any meaningful
operations.
Registrant knows of no trends or uncertainties that had, or
that the Company reasonably expects will have, a materially
favorable or unfavorable impact on net sales or revenues or income
from continuing operations. Moreover, Registrant knows of no
events that will cause a material change in the relationship
between its costs and revenues. The Company's income has been
unaffected by inflation.
<PAGE>
PART II
Item 1 - LEGAL PROCEEDINGS
No legal proceedings are currently pending or to, the
knowledge of management, threatened against the Company.
Item 2 - CHANGES IN SECURITIES
Not applicable.
Item 3 - DEFAULTS UPON SENIOR SECURITIES
Not applicable.
Item 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS
During the current reporting period, the holders of a
majority of the outstanding shares of the Company, by
written consent, took the actions described in Item 6(b)
below.
Item 5 - OTHER INFORMATION
Not applicable.
Item 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) There are no exhibits required to be filed for the
period covered by this Report.
(b) On April 22, 1996, the Company filed a report on
Form 8-K reporting as Item 1 and 5 that the Company,
among other things, completed the change of its
state of incorporation from Florida to Delaware, and
that on April 30, 1996 (the Record Date and the
Effective Date), the Company would effect a one-for
-twenty (1-for-20) reverse stock split of the shares
of the Company's Common Stock.
<PAGE>
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.
THE ROTHCHILD COMPANIES, INC.
Date: May 10, 1996 By: /s/ Norman H. Becker
Norman H. Becker, President
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the Balance
Sheet, Statement of Operations, Statement of Cash Flows and Notes thereto
incorporated in Part I, Item 1. of this Form 10-Q and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-31-1996
<CASH> 2,206
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2,206
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 2,206
<CURRENT-LIABILITIES> 8,690
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 2,206
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 3,829
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,829)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
