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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 1999
or
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number: 0-25097
SWIFTY CARWASH AND QUIK-LUBE, INC.
(Exact Name of Small Business Issuer in Its Charter)
Florida 65-078-3722
(State or other jurisdiction of (I.R.S. Employer Identi-
incorporation or organization) fication No.)
17521 Crawley Road, Odessa, Florida 33556
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (813) 926-1603
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Check whether the issuer:(1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act 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 No
The number of shares of the registrant's common stock, par value $.0001
per share, outstanding as of July 30, 1999 was 8,604,120.
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Index to Form 10QSB
Part I - Financial Information Page
Item 1. Financial Statements (unaudited)
Condensed Balance Sheet June 30 , 1999...............................1
Condensed Statements of Operations - Six Months Ended
June 30, 1999 and for the period August 13, 1997
(Date of Inception) through June 30 , 1999...........................2
Condensed Statements of Cash Flows - Six Months Ended
June 30, 1999 and for the period August 13, 1997
(Date of Inception) through June 30 , 1999...........................3
Notes to Condensed Financial Statements..............................4
Item 2. Management's Discussion and Analysis or Plan of Operation............8
Part II - Other Information
Item 1. Legal Proceedings...................................................10
Item 2. Changes in Securities and Use of Proceeds...........................10
Item 4. Submission of Matters to a Vote of Security Holders..................10
Item 6. Exhibits and Reports on Form 8-K....................................10
Signatures...................................................................14
Exhibit Index................................................................15
Part I. Financial Information
Item 1. Financial Statements
SWIFTY CARWASH & QUIKLUBE, INC.
BALANCE SHEET
(Unaudited)
ASSETS
June 30, 1999
Current assets
Cash and cash equivalents ....................$ ........... 46,165
Inventory ................................................. 5,613
Loans to stockholders ..................................... 32,500
Deposit held by stockholder ............................... 210,000
Prepaid expenses .......................................... 152,633
Total current assets ............................. 446,911
Property and equipment
Land ...................................................... 312,500
Building .................................................. 653,084
Equipment ................................................. 351,173
1,316,757
Less: Accumulated depreciation ............................ (29,822)
Total property and equipment ..................... 1,286,935
Other assets
Loans to stockholders ..................................... 56,437
Deposits .................................................. 32,600
Prepaid expenses, longterm portion ....................... 73,606
Other assets .............................................. 14,194
Total other assets ............................... 176,837
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Total Assets ................................................. $ 1,910,683
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued expenses ....................... $ 75,599
Payable to stockholders ..................................... 5,700
Current maturities of notes payable and longterm debt ...... 74,500
Total current liabilities .......................... 155,799
Longterm liabilities
Notes payable and longterm debt, less current maturities ... 699,070
Stockholders' equity
Common stock; $.0001 par value; 50,000,000 shares
authorized; 8,604,120 shares issued and outstanding ....... 860
Paid in capital ............................................. 1,671,701
Accumulated deficit ......................................... (616,747)
Total stockholders' equity ......................... 1,055,814
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Total Liabilities and Stockholders' Equity ..................... $ 1,910,683
See accompanying notes to financial statements.
SWIFTY CARWASH & QUIKLUBE, INC.
STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
1999 1998 1999 1998
Revenues
Operating revenues ..................................$ 47,069 $ $ 85,207 $
Interest income ...................................... 1,371 2,304 3,594 6,011
Total revenues .............................. 48,440 2,304 88,801 6,011
Expenses
Operational costs .................................... 80,333 125,848
Depreciation and amortization ........................ 52,696 106,811
Other general and administrative ..................... 49,581 80,198 88,426 126,132
Interest expense ..................................... 19,201 33,408
Total expenses .............................. 201,811 80,198 354,493 126,132
Net loss ................................................ $ (153,371) $ (77,894) $ (265,692) $ (120,121
Net loss per common share ............................... $ (.02) $ (.01) $ (.03) $ (.01)
Weighted average common shares outstanding .............. 8,604,120 8,278,254 8,504,120 8,259,293
See accompanying notes to financial statements.
SWIFTY CARWASH & QUIKLUBE, INC.
STATEMENTS OF CASH FLOWS
Increase (Decrease) in Cash and Cash Equivalents
(Unaudited)
Six Months Ended
June 30,
1999 1998
Cash flows from operating activities
Net loss ................................................ $(265,692) $(120,121)
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation and amortization ...................... 106,811 --
Stock issued for services .......................... 17,500 --
Increase in interest receivable on shareholder loans (3,139) --
Increase in inventory .............................. (5,613) --
Increase in accounts payable and accrued expenses .. 2,437 22,297
Total adjustments ......................... 100,496 39,797
Net cash used in operating activities ............ (165,196) (80,324)
Cash flows from investing activities
Acquisition of building and equipment ................... (10,545) (393,691)
Decrease (increase) in deposits and other assets ........ 550 (24,412)
Net cash used in investing activities ............ (9,995) (418,103)
Cash flows from financing activities
Payments on notes payable ............................... (1,886)
Net proceeds from issuance of stock ..................... 200,000 322,655
Net loans to a stockholder .............................. (47,444) (61,100)
Net cash provided by financing activities ........ 150,670 261,555
Net decrease in cash and cash equivalents .................. (24,521) (236,872)
Cash and cash equivalents, beginning of period ............. 70,686 357,419
Cash and cash equivalents, end of period ................... $ 46,165 $ 120,547
See accompanying notes to financial statements.
SWIFTY CARWASH & QUIKLUBE, INC.
STATEMENTS OF CASH FLOWS
Increase (Decrease) in Cash and Cash Equivalents
(Unaudited)
(Continued)
Supplemental disclosures of noncash investing and financing activities:
In March 1999, the Company issued 10,000 shares of common stock due under a
consulting contract executed in 1998 valued at $62,500.
The Company had financed construction in progress with a mortgage payable of
approximately $100,000 at June 30, 1998.
Supplemental disclosure of cash flow information:
The Company paid approximately $33,000 and $1,000 in interest for the six months
ended June 30, 1999 and 1998, respectively.
See accompanying notes to financial statements.
SWIFTY CARWASH & QUIKLUBE, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1999
(Unaudited)
The information presented herein as of June 30, 1999, and for the six and three
months ended June 30, 1999 and 1998, is unaudited.
(1) Basis of Presentation:
The accompanying financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial information and
with the instructions to Form 10QSB and Rule 1001 of Regulation SX.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting of normal recurring
adjustments) considered necessary for a fair presentation have been included.
Operating results for the six and three month periods ended June 30, 1999, are
not necessarily indicative of the results that may be expected for the year
ending December 31, 1999. For further information, refer to the financial
statements and footnotes included in the Company's annual report of Form 10KSB
for the year ended December 31, 1998.
() Development Stage Enterprise:
Prior to January 1, 1999, the Company was considered a development stage
enterprise.
() Notes Payable:
The Company borrowed $41,000 from three shareholders during the six months ended
June 30, 1999. These notes are payable in annual installments of $15,623,
including interest at 7%, beginning June 1, 1999. The debt is convertible into
shares of the Company's common stock at a price of $1.00 per share.
(4) Income Taxes:
The Company has provided a 100% valuation allowance for the income tax benefit
resulting from the losses incurred since inception. Therefore, no income tax
provision or benefit is provided in the accompanying statement of operations.
(5) Stock Offering:
The Company received $200,000 during 1999 from the sale of 200,000 shares of
common stock in a private placement.
On February 18, 1998, the Company offered 160,000 shares of common stock and
320,000 common stock warrants through a private placement memorandum to raise
$1.0 million. Each warrant entitles the holder to purchase one share of the
Company's common stock at $7.25 per share at any time after 30 days from their
issue date through December 31, 2000. Prior to their expiration, each warrant
may be redeemable by the Company at a price of $.01.
As of December 31, 1998, 159,120 shares of stock and 318,240 common stock
warrants have been issued under the above offering.
() Commitments and Related Party Transactions:
During the period ended December 31, 1998, subsequent to the Company's
reorganization, the Company issued 2,235,000 shares of stock to directors and
officers at $.01 per share.
During 1998, the Company advanced approximately $118,000 to the majority
stockholder. Of this amount, $96,166 was formalized into an unsecured promissory
note which bears interest at eight percent. The note is to be repaid to the
Company in quarterly installments of principal and interest of $5,000 beginning
on November 15, 1998 until the balance is repaid in full. The balance of this
note at June 30, 1999, together with interest, amounted to approximately
$64,000.
The Company loaned $25,000 to a stockholder under a note receivable. Quarterly
payments of $6,250 plus interest at prime plus 1% are due quarterly beginning
October 1, 1999 until paid in full.
During 1998, the president performed services for the Company at no cost. The
Board of Directors valued these services at $35,000 for 1998 and recorded this
amount as additional paidin capital. Other general and administrative expenses
for the six months ended June 30, 1999, includes $17,500 in expense for these
services.
On August 8, 1998, the Company entered into a consulting and contracting
agreement with a stockholder whereby the stockholder will explore, investigate,
and locate appropriate parcels of land and supplies of equipment on behalf of
the Company. In addition, the stockholder will provide certain construction
services to the Company. In exchange for these services, the Company will pay
the stockholder between three and five percent of the total costs of projects
which have been negotiated or performed by the stockholder. No services were
earned under this agreement for the six months ended June 30, 1999. Included in
deposits at June 30, 1999 is $210,000 paid to the stockholder to be used on
behalf of the Company in connection with this agreement.
The above related party agreements are not necessarily indicative of the
agreements that would have been entered into by independent parties.
During the year ended December 31, 1998, the Company entered into an agreement
for use of a private suite at the Raymond James Stadium for the 1998 through
2003 football seasons. Included in deposits at June 30, 1999 is a $30,000
deposit in accordance with the terms of this agreement. The Company is committed
under this agreement for an annual fee of $30,000 through 2003. The Company
expensed $15,000 and $12,000 for the six months ended June 30, 1999 and 1998,
respectively, under this agreement.
The Company entered into a three year advertising promotion and publicity
agreement for $270,400. This amount has been capitalized and is being amortized
over the threeyear term. The Company expensed $45,000 for the six months ended
June 30, 1999, under this agreement.
(7) Warrants:
At June 30, 1999, the Company had outstanding exercisable warrants to purchase
318,240 shares of the Company's common stock of $7.25 per share. The warrants
expire on December 31, 2000. At June 30, 1999, 318,240 shares of common stock
were reserved for that purpose.
Prior to expiration, the warrants may be redeemed by the Company at a price of
$.01.
(8) Net Loss Per Common Share:
Net loss per common share is computed in accordance with the requirements of
Statement of Financial Accounting Standards No. 128 (SFAS 128). SFAS 128
requires net loss per share information to be computed using a simple weighted
average of common shares outstanding during the periods presented. In computing
diluted loss per share, warrants exercisable into 318,240 common shares were
excluded because the effect is antidilutive.
Item 2. Management's Discussion and Analysis or Plan of Operations.
The following discussion and analysis should be read in conjunction with
the Condensed Financial Statements and the related Notes thereto included
elsewhere in this report. This report contains forward-looking statements that
involve risks and uncertainties. The Company's actual results may differ
significantly from the results discussed in the forward-looking statements.
These and additional risk factors are identified in our annual report to the
Securities and Exchange Commission filed on forms 10-KSB and in other SEC
filings.
Liquidity
The Company's working capital was approximately $50,000 as of June 30, 1999.
This decrease of $45,000 from December 31, 1998, is due to additional expenses
incurred for the opening the initial Prototype Center in January 1999, and a
loss from operations to date. The Company incurred a net loss of $265,692 for
the six months ended June 30, 1999, on revenues from operations of $85,207
compared to a loss of $121,173 for the six months ended June 30, 1998, when the
Company was in the development stage.
As of June 30, 1999, the Company has approximately $774,000 in long-term debt,
including an additional $41,000 from three shareholders incurred in 1999. The
majority of this debt was used to finance the construction of the building and
purchase of equipment for the Prototype Center. The Company anticipates that it
will continue to expend resources for land, construction of facilities and
equipment for additional Centers. Its business plan calls for the development of
approximately two sites in the coming year. The cost of the land will depend
upon its location. Equipment and construction costs are anticipated to be
$900,000 per Center.
From its inception through December 31, 1998, the Company sold 198.9 Units
comprised of common stock and warrants, raising $994,500 in the Company's
private offering pursuant to Regulation D. The Company registered its common
shares under the Securities and Exchange Act. The registration became effective
on January 27, 1999. On March 11, 1999, the Company was approved for trading on
the OTC Bulletin Board. In April 1999, the Company sold 200,000 shares of stock
for $200,000. Over the long-term the Company will depend on revenue from
operations. Profit from operations is anticipated to be sufficient to pay the
costs of operating the Prototype Center but is not anticipated to be sufficient
to fund the purchase and construction of additional Centers. The Company plans
to obtain additional funding from commercial lenders to finance new Centers and
may raise additional capital to finance the Company's growth.
Capital Resources
The Prototype Center was constructed and equipped at a cost of approximately
$1,300,000, approximately $747,000 of which was financed with long term debt.
The annual principal payments on long term debt in 1999 are $79,500. As of
June 30, 1999, substantially all of the Company's assets are leveraged against
the loans for the construction of its Prototype Center.
The Company plans to increase its size and incur additional expenditures in the
coming year by constructing new Centers. Additional sites, when committed, will
require additional capital for acquisition of land, building, equipment and
initial opening expenses. In anticipation of these future activities, the
Company has deposited $210,000 for use by Don Hughes General Contractor, Inc.
in the construction of the next Center or capital improvements on the Prototype
Center. To date, no new Center sites have been committed.
Future resources of the Company have been committed to a six year license
agreement with the Tampa Bay Buccaneers for a Luxury Suite beginning in 1998.
The agreement required an initial deposit of $30,000 with annual payments due of
$30,000, due in equal installments of $15,000 on September 1, and December 1
each year.
Results of Operations
Prior to January 1, 1999, the Company was considered in the development stage.
The Company opened its Prototype Center in January, 1999. For the six months
ended June 30, 1999, the Company incurred a net loss of $265,692 on revenues
from operations of $85,207 compared to a loss of $121,173 for the six months
ended June 30, 1998, when the Company was in the development stage.
The Company's sales increased 23% for the three months ended June 30, 1999 to
$47,069 from $38,138 for the previous quarter. However, the Company's $153,371
loss for the three months ended June 30, increased 36% over the previous
quarter's loss of $112,321 due to increased operating expenses due primarily to
opening and promoting the Prototype Center.
Although it is too soon to determine the profitability of the Company, the
Company's revenues from operations have increased each month in the first
quarter of 1999 as follows: January $692, February $16,429, and March $21,018.
In addition, during the first quarter of operations, the Company has tracked
customers and has found a trend of repeat customers.
Administrative and start-up expenses of $126,132 during the six months ended
June 30, 1998 were due substantially to the Company's retaining consultants,
legal and accounting assistance and personnel costs during the early stages of
the Company's formation and the design and construction of the Prototype Center.
The Company expects its personnel, depreciation and amortization, interest,
advertising and other operating expenses to increase in 1999 due to the opening
of the Prototype Center in January 1999. The Company also expects to incur
additional legal and accounting expenses as a result becoming a reporting
Company and additional consulting expenses as a result of the Company's
expansion plans. When the Company develops additional Centers, additional
opening, operating and promotional costs will be incurred.
The Company has begun cooperative marketing in conjunction with the Palm Harbor
Gold's Gym and Domino's Pizza in order to increase consumer awareness and
attract new customers. The cost of this marketing, which is anticipated to be
$3,900, will be allocated between the Company, Domino's Pizza and Gold's Gym.
In addition, through its advertising consultant, David Gindley, the Company has
begun direct mail marketing to area consumers. Both advertising methods are
anticipated to generate more revenue for the Company.
Year 2000
The Company substantially relies on the PDQ Open Line Tunnel with Modifications
in it carwash system. Defective date programming in information technology, and
computer hardware and software might cause problems in the year 2000. Date
errors may impact computer applications and also production resources, and the
procedures of outside suppliers and independent contractors. Importantly, it is
not always known where such date information is used. The Company has received
written assurances that its software is year 2000 compliant. Not only will the
Company continue to request written guarantees of year 2000 compliance with all
software, hardware and information technology systems it purchases, but also,
the Company plans to conduct regular back-ups of any accounting or inventory
data throughout the year and immediately prior to the year change to preserve
all information contained on its computer systems. Additionally, the carwash
system used by the Company may be manually overridden so that it can be operated
by hand in the event that its hardware or software is effected by the
year 2000.
Part II - Other Information
Item 1. Legal Proceedings.
None.
Item 2. Changes in Securities and Use of Proceeds
The Company issued a total of 200,000 restricted common shares (100,000
on April 19, 1999 and 100,000 shares on April 29, 1999) in a private sale
at a price of $1.00 per share. The proceeds of the sales were used
to finance operations.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
Exhibit Description ....................................... Page
(2) Plan of Acquisition, Reorganization, Arrangement,
Liquidation or Succession ......................... None
(4) Instruments Defining the Rights of Security Holders None
(10) Material Contracts ................................
(10.1) Employment Agreement of David Weintraub
(11) Statement re: Computation of Per Share Earnings ... Note 8 to
Financial
Statements
(15) Letter re: Unaudited Interim Financial Information None
(18) Letter re: Change in Accounting Principles ........ None
(19) Report Furnished to Security Holders .............. None
(22) Published Report re: Matters Submitted to Vote of
Security Holders .................................. None
(23) Consents of Experts and Counsel ................... None
(24) Power of Attorney ................................. None
(27) Financial Data Schedule
(99) Additional Exhibits ............................... None
(b) Reports on Form 8-K ............................... None
Signatures
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.
(Registrant) SWIFTY CARWASH & QUIK-LUBE, INC.
/s/ Rachel Steele
By:(Signature and Title)__________________________________________________
RACHEL STEELE, President, Secretary
7/30/99
Date: _________________________________
/s/ R. Lipsch
By:(Signature and Title)__________________________________________________
RAYMOND LIPSCH, Treasurer
Chief Financial Officer
7/30/99
Date: _________________________________