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Kiddie Academy International Inc – ‘10-Q’ for 4/13/97

As of: Wednesday, 5/28/97 · For: 4/13/97 · Accession #: 950168-97-1427 · File #: 1-14052

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 5/28/97  Kiddie Academy International Inc  10-Q        4/13/97    2:22K                                    Donnelley Financial/FA

Quarterly Report — Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Kiddie Academy Incorporated                           12     50K 
 2: EX-27     ƒ Financial Data Schedule                                1      8K

10-Q — Kiddie Academy Incorporated
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Changes in Securities Defaults Upon Senior Securities Defaults Upon Senior Securities. This Item is omitted and will be filed by amendment pursuant to Rule 12b-25 Exhibits and Reports on Form 8-K Financial Statements: Legal Proceedings Management's Discussion and Analysis of Financial Condition and Results of Operations Other Information
1	1st Page - Filing Submission
2	Item 1. Financial Statements:
"	Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
"	Item 3. Defaults Upon Senior Securities
8	Item 1. Legal Proceedings
"	Item 2. Changes in Securities
"	Item 3. Defaults Upon Senior Securities. This Item is omitted and will be filed by amendment pursuant to Rule 12b-25
9	Item 5. Other Information
10	Item 6. Exhibits and Reports on Form 8-K

10-Q 1st Page of 12 TOC ↑Top Previous Next ↓Bottom Just 1st
 
U.S. Securities and Exchange Commission 

Washington, D.C. 20549

Form 10-QSB 

[X]      QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE  
ACT OF 1934                                                   

For the quarterly period ended April 13, 1997 

Commission file number 1-14052
Kiddie Academy International, Inc.

(Exact name of small business issuer as specified in its charter) 

DELAWARE                                           52-1938283             
(State or other jurisdiction                       (IRS Employer          
of incorporation or organization)                  Identification No.)    

108 Wheel Road, Bel Air, Maryland 21015 
(Address of principal executive offices)

(410) 515-0788
(Issuer's telephone number) 

         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 outstanding of common stock, as of April 13, 1997:
2,025,000  shares of common stock          .                                    
--------------------------------------------                                    

Transitional Small Business Disclosure Format (check one):
           Yes                 ;     No        X

Part II, Item 2 and Part II, Item 3 of this  Report  are  omitted  and  will  be
filed by  amendment  pursuant to Rule 12b-25.                                   

10-Q 2nd Page of 12 TOC 1st Previous Next ↓Bottom Just 2nd
KIDDIE ACADEMY INTERNATIONAL, INC.                                              

Index                                                                           

                                                                Page
PART I.  FINANCIAL INFORMATION                                                  

Item 1. Financial Statements:                                                   

Consolidated Balance Sheets for April 13, 1997 (Unaudited)                
and September 29, 1996                                                1   

Unaudited Consolidated Statements of Operations                       2   
Unaudited Consolidated Statements of Cash Flows                       3   

Notes to Unaudited Consolidated Financial Statements                4-5   

Item 2.  Management's Discussion and Analysis of                                
Financial Condition and Results of Operations       

PART II.  OTHER INFORMATION                                                     

Item 1. Legal Proceedings                                                6      

Item 2. Changes in Securities                                            6      

Item 3. Defaults Upon Senior Securities                                         

Item 4. Submission of Matters                                            6      

Item 5. Other Information                                                7      

Item 6. Exhibits and Reports on Form 8-K                                 8      

Exhibit 27 Financial Data Schedule                              

Signature                                                                9      

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Part 1.  FINANCIAL INFORMATION                                                  
Item 1. Financial Statements                                                    

KIDDIE ACADEMY INTERNATIONAL, INC.                                              
CONSOLIDATED BALANCE SHEETS                                                     

                                                        [Enlarge/Download Table]


ASSETS                                                             April 13,          September 29,    
                                                                      1997                             
                                                                  (UNAUDITED)                1996      
                                                                -----------------   -----------------  
                                                                                                       
Current assets:                                                                                        
           Cash and cash equivalents                                    $141,070           $1,232,098  
           Restricted cash                                               255,000                   --  
           Accounts receivable                                           133,405              127,972  
           Prepaid expenses                                              217,491               60,024  
           Inventories                                                   101,740               90,347  
           Notes receivable, current                                      39,880               15,361  
           Franchise development costs                                   773,675              699,527  
                                                                -----------------   ------------------ 
                        Total current assets                           1,662,261            2,225,329  
                                                                -----------------   ------------------ 

Property and equipment                                                 1,099,088            1,057,066  
Accumulated depreciation                                               (378,298)            (300,086)  
                                                                -----------------   ------------------ 
                        Net property and equipment                       720,790              756,980  
                                                                -----------------   ------------------ 

Notes receivable, long-term                                              136,344              136,635  
Goodwill                                                                 144,815              116,910  
Deposits                                                                 104,150              105,437  
                                                                -----------------   ------------------ 
                        Total assets                                  $2,768,360           $3,341,291  
                                                                =================   ================== 

LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY                                                         

Current liabilities:                                                                                   
           Notes payable                                                $255,000                   --  
           Accounts payable and accrued expenses                         844,565             $787,654  
           Deferred franchise license fees                             1,088,001            1,125,002  
           Current portion of long-term debt                              59,413              111,114  
           Current portion of deferred rent credits                       93,992               93,992  
                                                                -----------------   ------------------ 
                        Total current liabilities                      2,340,971            2,117,762  
                                                                -----------------   ------------------ 

Long-term debt                                                           118,424              190,312  
Deferred rent payments                                                   275,846              159,005  
Deferred rent credits                                                    231,365              281,976  
                                                                -----------------   ------------------ 
                        Total liabilities                              2,966,606            2,749,055  
                                                                -----------------   ------------------ 
Stockholders' equity                                                                                   
           Preferred stock, par value $0.01 per share:                                                 
             authorized 1,000,000 shares; no shares issued and                 ---                  ---
             outstanding                                                                               
           Common stock, par value $0.01 per share:                                                    
             authorized 10,000,000 shares; issued and                       20,250               20,250
             outstanding 2,025,000                                                                     
           Additional paid-in capital                                  4,294,891            4,260,280  
           Accumulated deficit                                       (4,513,387)          (3,688,294)  
                                                                -----------------   ------------------ 
                        Total stockholders' (deficit) equity           (198,246)              592,236  
                                                                -----------------   ------------------ 
                        Total liabilities and stockholders'                                            
                        (deficit) equity                              $2,768,360           $3,341,291  
                                                                =================   ================== 

See notes to consolidated financial statements (unaudited).                     

1             

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KIDDIE ACADEMY INTERNATIONAL, INC.                                              
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)                               

                                                        [Enlarge/Download Table]

                                               12 weeks            13 weeks            28 weeks            26 weeks        
                                            ended April 13,    ended March 31,     ended April 13,    ended March 31,      
                                                 1997                1996                1997                 1996         
                                           ------------------ -------------------  ----------------- ----------------------
                                                                                                                           
REVENUES:                                                                                                                  
           Company-owned mature centers             $494,148            $419,713         $1,036,943               $786,901 
           Company-owned new centers               1,017,693             267,301          2,037,979                398,447 
           Franchise license fees                    105,000              84,047            230,000                218,410 
           Franchise royalties                       270,401             178,019            594,268                332,000 
           Product sales                             103,259              67,117            338,654                112,848 
           Administrative fees                        21,029              18,876             47,133                 37,376 
                                           ------------------ -------------------  ----------------- ----------------------
                 Total revenue                     2,011,530           1,035,073          4,284,977              1,885,982 

OPERATING EXPENSES:                                                                                                        
           Company-owned mature centers              432,334             367,817            909,993                736,472 
           Company-owned new centers               1,284,986             537,975          2,756,497                793,869 
           Cost of product sales                      82,820              52,682            253,857                 80,253 
           General and administrative                683,014             545,658          1,348,737                999,119 
                                           ------------------ -------------------  ----------------- ----------------------
                 Total operating expenses          2,483,154           1,504,132          5,269,084              2,609,713 
                                           ------------------ -------------------  ----------------- ----------------------

                 Loss from operations              (471,624)           (469,059)          (984,107)              (723,731) 

INTEREST INCOME (EXPENSE)                                270              33,153              8,302                (2,093) 

OTHER INCOME, net                                      8,783              57,391            150,712                 59,186 

                                           ------------------ -------------------  ----------------- ----------------------
NET LOSS                                          ($462,571)          ($378,515)         ($825,093)             ($666,638) 
                                           ================== ===================  ================= ======================

NET LOSS PER COMMON SHARE                            ($0.23)             ($0.18)            ($0.41)                ($0.42) 
                                           ================== ===================  ================= ======================
WEIGHTED AVERAGE SHARES OUTSTANDING                                                                                        
                                                   2,025,000           2,051,909          2,025,000              1,593,576 
                                           ================== ===================  ================= ======================

See notes to consolidated financial statements (unaudited).                     

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KIDDIE ACADEMY INTERNATIONAL, INC.                                              
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)                               

                                                        [Enlarge/Download Table]

                                                                  28 weeks ended       26 weeks ended    
                                                                  April 13, 1997       March 31, 1996    
                                                                -------------------  --------------------
                                                                                                         
Cash flows from operating activities                                                                     
           Net loss                                                     ($825,093)            ($666,638) 
           Adjustments to reconcile net loss to net cash                                                 
             used in operating activities:                                                               
             Depreciation and amortization                                  78,212                21,822 
             Gain on disposal of asset                                    (77,388)              (56,598) 
             Gain on extinguishment of debt                               (66,092)                    -- 
             Amortization of debt issuance costs                                --                26,667 
           Changes in assets and liabilities:                                                            
             Restricted Cash                                             (255,000)                    -- 
             Accounts receivable                                           (5,433)              (63,703) 
             Inventory                                                    (11,393)              (20,831) 
             Notes receivable                                              (9,060)              (51,824) 
             Franchise development costs                                  (74,148)              (69,092) 
             Other assets                                                 (26,508)             (136,869) 
             Accounts payable and accrued expenses                          56,911              (12,477) 
             Deferred franchise license fees                              (37,001)               (8,950) 
                                                                -------------------  --------------------
             Net cash used in operating activities                     (1,251,993)           (1,038,493) 
                                                                -------------------  --------------------

           Cash flows from investing activities:                                                         
            Disposal (acquisition) of property and equipment                 5,780             (467,507) 
            Proceeds from disposal of property and equipment                                             
                                                                                --                40,000 
             Net cash (used) provided in investing activities                5,780             (427,507) 
                                                                -------------------  --------------------

           Cash flows from financing activities:                                                         
            Borrowings/(payments) on notes payable                         255,000             (149,861) 
            Payments to shareholders                                            --              (87,722) 
            Proceeds from IPO                                                   --             3,998,613 
            Borrowings/(payments) of long-term debt                       (99,815)                50,000 
                                                                -------------------  --------------------
             Net cash provided in financing activities                     155,185             3,811,030 
                                                                -------------------  --------------------

             Net (decrease) increase in cash                           (1,091,028)             2,345,030 

           Cash, beginning of period                                     1,232,098                51,527 
                                                                -------------------  --------------------

           Cash, end of period                                            $141,070            $2,396,557 
                                                                ===================  ====================
           Non-cash investing and financing activities:                                                  
           Write-off of deferred compensation                                   --              $110,000 
           Early retirement of long-term debt                              $62,738                    -- 
           Notes received in connection with sale of center                 98,815                    -- 
           Notes payable in connection with purchase of center              51,435                    -- 
           Notes receivable retired in connection with                                                   
            purchase of center                                              68,657                    -- 
                                                               -------------------   ------------------- 
               Total non-cash activities                                  $281,645              $110,000 
                                                                ===================  ====================

See notes to consolidated financial statements (unaudited).                     

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KIDDIE ACADEMY INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

APRIL 13, 1997 AND MARCH 31, 1996 

1.       Summary of Significant Accounting Policies                             

(a) Principles of Consolidation                               
         The  consolidated   financial  statements  included  herein  have  been
prepared by the Company, without audit, pursuant to the rules and regulations of
the  Securities  and  Exchange  Commission  (the  "Commission")  and include all
adjustments  which are,  in the  opinion  of  management,  necessary  for a fair
presentation.  The consolidated financial statements include the accounts of the
Company  and  its   subsidiaries.   All  intercompany   transactions  have  been
eliminated.  Certain information and footnote  disclosures  normally included in
financial  statements  prepared in accordance with generally accepted accounting
principles   have  been  condensed  or  omitted   pursuant  to  such  rules  and
regulations.  The Company believes that the disclosures are adequate to make the
information  presented  not  misleading;  however,  it is  suggested  that these
financial  statements be read in conjunction  with the financial  statements and
the notes thereto included in the Company's annual Form 10-KSB.                 

(b)     Net Loss Per Common Share                           
         Net loss per common share is determined by dividing the net loss by the
weighted  average  number of common and common  share  equivalents  outstanding.
Weighted  average  shares used in  computing  net loss per common  share for the
period ended April 13, 1997 consist  solely of 2,025,000  shares of common stock
issued,  as the  effect  of the  warrants  would be  antidilutive.  Pursuant  to
Securities  and  Exchange  Commission  Staff  Accounting  Bulletin No. 83, stock
options and warrants  granted  during the 12-month  period prior to the expected
date of the initial filing of the Registration  Statement,  with exercise prices
below the initial public offering  price,  have been included in the calculation
of the period ended March 31, 1996 common share equivalents,  using the treasury
stock method, for the period. Weighted average shares used in computing net loss
per common  share for the  period  ended  March 31,  1996  consist of  2,051,909
weighted   average  shares  of  common  stock   outstanding   and  common  stock
equivalents.                                                                    

(c)      Fiscal Year-end                                      
         During fiscal year 1996, the Company changed its fiscal year to a 52 or
53 week period which ends the Sunday  nearest to September 30. As a result,  the
first quarter of fiscal year 1997 ended on January 19, 1997,  the second quarter
ended April 13, 1997, and the third quarter will end on July 6, 1997.           

2.       Restricted Cash                                                        

         The  Company  has  borrowed  $255,000 on its  $500,000  Certificate  of
Deposit  (CD) Line of Credit as of April 13,  1997.  This amount is reflected in
current  liabilities as a note payable                                          
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and the  applicable  portion of the CD is reflected  as  restricted  cash.      
The CD earned 4.95%  interest  and  borrowings against the CD incur interest    
expense of 6.95%.                                                               

3.       Commitments and Contingencies                                          

         In October  1996,  the Company  entered  into a  three-year  employment
agreement with Angelo D. Bizzarro,  the Company's new Chief  Executive  Officer.
The agreement calls for a minimum salary level, a bonus based on a percentage of
pre-tax  profits and various stock  options,  including a) 75,000  non-qualified
stock  options (at an exercise  price of $3.64 per share);  b) 25,000  incentive
stock  options  (at an  exercise  price  of $2.56  per  share);  and c)  100,000
incentive  stock  options  (at an exercise  price of $2.13 per  share).  Also in
October 1996,  the employment  agreements  with George Miller and Michael Miller
were each extended to expire on February 19, 2000.                              

         In  many  instances,  the  Company  has  guaranteed  some  or  all of a
franchisee's obligations under the lease for the franchisee's child care center.

         The Company is subject to complaints and claims arising in the ordinary
course of business,  including its business as a franchisor.  Except as noted in
Part  II,  Item 1 the  Company  believes  that  none of the  current  claims  or
complaints are material to the Company's consolidated financial position.       

4.       Earnings Per Share                                                     

         In  March  1997,  the  Financial   Accounting  Standards  Board  issued
Statement of Financial  Accounting Standards No. 128, "Earnings Per Share" (EPS)
which simplifies the standards for computing EPS previously found in APB Opinion
No. 15 and makes them comparable to international  EPS standards.  The Statement
is effective for financial  statements  issued for periods ending after December
15, 1997.  Had the following  statement  been effective for the quarters and the
six months  ended April 13, 1997 and March 31,  1996,  earnings  per share would
have been presented as follows:                                                 

                                                                [Download Table]

                              12 weeks    13 weeks      28 weeks     26 weeks  
                               ended        ended         ended        ended   
                              April 13,    March 31,    April 13,    March 31, 
                                1996         1997          1996         1997   
                              ----------   ----------  -----------  -----------
                                                                                
1. Earnings per common share    ($.23)      ($0.18)      ($.41)        ($0.42) 
2. Earning per common share-                                                   
    assuming dilution           ($.23)      ($0.18)      ($.41)        ($0.42) 

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS 
OF OPERATIONS.                                                  

This Item is omitted and will be filed by amendment pursuant to Rule 12b-25.    

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PART II - OTHER INFORMATION                                                     

Item 1.  Legal Proceedings.                                                     

The Company is a party to the following litigation:                             

Two Metroplex LLC, v. Bankers  Unicorp,  Incorporated,  Charles Brown and Kiddie
Academy Child Care Learning Centers, Inc., Marion Superior Court, Indiana, Cause
No.  49D04-9610-CP-1414.  This  matter was  instituted  in  October  1996 by Two
Metroplex  LLC (the  "Landlord"),  the owner of certain  premises  leased to the
Company's franchisee,  Bankers Unicorp,  Incorporated (the "Tenant),  and arises
out of the Tenant's default under its lease. The Tenant's  obligations under the
Lease were  guaranteed  by Charles  Brown,  the Tenant's sole  stockholder,  and
Kiddie  Academy Child Care Learning  Centers,  Inc. In the suit, the Landlord is
seeking from the Company $184,199.36,  plus interest,  attorneys' fees and court
costs.  The  $184,199.36  includes  unpaid  basic rent of  $22,676,  delinquency
service charges of $20,252.71, plus $141,270.65 in tenant improvement costs. The
Company is defending  the action on the basis that its Guaranty of Lease was not
intended  to cover the amount of any  tenant  improvement  expenses,  that these
expenses were not known by or authorized by the Company,  and that these amounts
greatly exceed the reasonable cost of the build-out approved by the Company.    

Merrill  Corporation v. Kiddie Academy  International,  Inc.,  Circuit Court for
Harford County,  Maryland, Case No. 26591/59/681.  This matter was instituted on
September 23, 1996 by Merrill  Corporation in connection with financial printing
services rendered to the Company in connection with the Company's initial public
offering. Merrill asserts a claim in the amount of $129,710.36.  The Company has
filed a defense and  counter-claim  to this action which is primarily based upon
the fact that Merrill has billed the Company for an amount which greatly exceeds
its estimate of $60,000, and that the additional charges were due to "rush work"
and  additional  services not  authorized  by the Company,  and mistakes made by
Merrill.  Merrill's motion for summary judgment was denied on February 11, 1997,
and the matter has been set for trial for June 30, 1997.                        

The  Company  is  involved  in  additional  litigation  from  time to  time.  In
management's opinion, any litigation in which the Company is currently involved,
except as noted above,  will not result in liabilities that will have a material
adverse effect on its financial condition or results of operations.             

Item 2.  Changes in Securities.                                                 
Not applicable.                                                                 

Item 3.  Defaults Upon Senior Securities.                                       
This Item is omitted and will be filed by amendment pursuant to Rule 12b-25.    

Item 4.  Submission of Matters to a Vote of Security Holders.                   
The Company's Annual Meeting of Shareholders was held on March 11, 1997. Each of
the  Company's  then  current  directors  was elected to serve for an additional
one-year term of office.                                                        
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These directors are  as  follows:  Angelo D. Bizzarro, Carl J. Meil, Jr.,       
George Miller, Michael J. Miller, James  A.  Mitarotonda  and                   
Julian R. Siegel.                                                               

The additional  matters voted upon at the meeting  consisted of a) a proposal to
increase the number of shares  available to be issued under the  Company's  1995
Incentive  Compensation  Plan (the  "Plan")  from  100,000  to  300,000,  and to
establish  250,000 as the  maximum  number of shares or options to issue  shares
that may be issued in any one calendar  year to any  individual  under the Plan;
and b) the  ratification  of the  selection of Deloitte  and Touche,  LLP as the
Company's independent accountants for the current year.                         

The  following is a tabulation  of all matters  voted upon at the March 11, 1997
Annual Meeting:                                                                 

1.                Election of directors:           For                 Withheld 

                A. Bizzarro                   1,999,505               13,100

                C. Meil, Jr.                  1,999,505               13,100

                G. Miller                     1,999,505               13,100

                M. Miller                     1,999,505               13,100

                J. Mitarotonda                1,999,505               13,100

                R. Siegel                     1,999,505               13,100

2.                Amendments to 1995 Incentive Compensation Plan.               

                       For           Against         Abstain       Not Voted

                   1,167,637         62,550         18,500         763,918

3.                Appointment of Deloitte & Touche LLP.                         

                   For                 Against               Abstain

              2,003,605               9,000                  -0-

Item 5.  Other Information.                                                     
None.                                                                           

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Item 6.  Exhibits and Reports on Form 8-K.                                      
a.       Exhibits required by Item 601 Regulation S-K:                          
Exhibit 27 - Financial Data Summary                           
b.       Reports on Form 8-K                                                    
- NASDAQ Delisting  - March 28, 1997                          
      - Boston Stock Exchange Delisting and Liquidity Issue - May 23, 1997

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SIGNATURE 

In accordance with the  requirements of the Securities and Exchange Act of 1934,
the  registrant  has  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.                                          

                                            Kiddie Academy International, Inc.

                                     BY: -----------------------
May 28, 1997                                      Angelo D. Bizzarro            
-----------------                                 Chief Executive Officer       
Date                                                                            

                                      BY: ----------------------
May 28, 1997                                       Guy A. Matta                 
----------------                                   Chief Financial Officer      
Date                                                                            

9     

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SIGNATURE 

In accordance with the  requirements of the Securities and Exchange Act of 1934,
the  registrant  has  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.                                          

                                      Kiddie Academy International, Inc.

May 28, 1997                            BY: /s/ Angelo D. Bizzarro          
---------------------                        ---------------------------------- 
Date                                               Angelo D. Bizzarro           
                                             Chief Executive Officer

May 28, 1997                            BY: /s/ Guy A. Matta                
---------------------                        ---------------------------------- 
Date                                               Guy A. Matta                 
                                             Chief Financial Officer

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘10-Q’ Filing	Date	First	Last	Other Filings

	2/19/00	7
	12/15/97	7
	9/29/97	3		NT 10-K
	7/6/97	6		10QSB
	6/30/97	8
Filed on:	5/28/97	11	12
	5/23/97	10		8-K
For Period End:	4/13/97	1	7	10QSB/A, NT 10-Q
	3/28/97	10		8-K
	3/11/97	8	9
	2/11/97	8
	1/19/97	6		10QSB
	9/23/96	8
	3/31/96	5	7	10QSB
				List all Filings

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Kiddie Academy International Inc – ‘10-Q’ for 4/13/97

As of: Wednesday, 5/28/97 · For: 4/13/97 · Accession #: 950168-97-1427 · File #: 1-14052

Quarterly Report — Form 10-QFiling Table of Contents

10-Q — Kiddie Academy IncorporatedDocument Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Quarterly Report — Form 10-Q
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10-Q — Kiddie Academy Incorporated
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