-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, B5zL2dqP0bn8EvTAujK0qtcX1W+/L9reQhTbiV3AEO4uGVywudh2BccQBUb5waXg 7zKyqKTZev2P4R/YOYDIgA== 0000950123-97-005756.txt : 19970714 0000950123-97-005756.hdr.sgml : 19970714 ACCESSION NUMBER: 0000950123-97-005756 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970630 FILED AS OF DATE: 19970711 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: UTOPIA MARKETING INC CENTRAL INDEX KEY: 0000880241 STANDARD INDUSTRIAL CLASSIFICATION: FOOTWEAR, (NO RUBBER) [3140] IRS NUMBER: 943060101 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-19616 FILM NUMBER: 97639267 BUSINESS ADDRESS: STREET 1: 58 WEST 40TH STREET 3RD FLR CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 2129444830 MAIL ADDRESS: STREET 1: 58 WEST 40TH ST CITY: NEW YORK STATE: NY ZIP: 10018 10-Q 1 UTOPIA MARKETING, INC. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ( X ) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1997 OR ( ) 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 0-19616 UTOPIA MARKETING, INC. (Exact name of registrant as specified in its charter) CALIFORNIA 94-3060101 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 58 WEST 40TH STREET, NEW YORK, NEW YORK 10018 (Address of principal executive offices, including zip code) (212) 944-4830 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required 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 As of June 30, 1997 there were 13,741,367 shares of Common Stock outstanding 2 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS UTOPIA MARKETING, INC. CONDENSED CONSOLIDATED BALANCE SHEET (In Thousands)
ASSETS JUNE 30 December 28 1997 1996 ------------- ----------- (UNAUDITED) Current Assets: Cash and cash equivalents $ 2,470 $ 2,852 Due from factor 0 107 Accounts receivable 21 293 Merchandise inventories 0 36 Prepaid expenses 31 31 -------- -------- Total current assets 2,521 3,319 Property and equipment, net 0 0 Other assets 0 25 -------- -------- Total Assets $ 2,521 $ 3,344 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities: Accounts payable $ 10 $ 58 Accrued expenses 11 99 -------- -------- Total current liabilities 21 157 -------- -------- Long-term obligations 0 7 -------- -------- Shareholders' Equity: Common Stock 14 14 Additional paid-in capital 32,943 32,943 Accumulated deficit (30,457) (29,777) -------- -------- Total shareholders' equity 2,500 3,180 -------- -------- Total Liabilities and Shareholders' Equity $ 2,521 $ 3,344 ======== ========
See notes to condensed consolidated financial statements. 3 UTOPIA MARKETING, INC. CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (In thousands except per share data, unaudited)
THREE MONTHS ENDED SIX MONTHS ENDED ---------------------- ---------------------- JUNE 30 JUNE 29 JUNE 30 JUNE 29 1997 1996 1997 1996 -------- -------- -------- -------- Net revenue $ 25 $ 5,353 $ 97 $ 17,310 Cost of sales $ 17 5,464 58 13,778 -------- -------- -------- -------- Gross profit 8 (111) 39 3,532 Selling, general and administrative expenses $ 349 2,388 742 5,238.00 -------- -------- -------- -------- Operating income (loss) (341) (2,499) (703) (1,706) Interest income/(expense) $ 23 268 48 454 -------- -------- -------- -------- Net income (loss) ($ 318) ($ 2,767) ($ 655) ($ 2,160) ======== ======== ======== ======== Net income per share ($ 0.03) ($ 0.24) ($ 0.05) ($ 0.19) ======== ======== ======== ======== Weighted average shares outstanding 13,741 11,406 13,741 11,375 ======== ======== ======== ========
See notes to condensed consolidated financial statements. 4 UTOPIA MARKETING, INC. CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (In thousands except per share data, unaudited)
Six Months Ended -------------------- June 30 June 29 1997 1996 ------- ------- Cash Flows From Operating Activities Net income (loss) ($ 655) ($2,160) Adjustments to reconcile net income to net cash used by operating activities: Depreciation and amortization 0 175 Deferred compensation expense 0 245 Changes in assets and liabilities: Due from factor, net 107 (3,207) Accounts receivable 272 741 Merchandise inventories 36 4,486 Prepaid expenses 0 175 Accounts payable and accrued expenses (135) (1,812) Other current liabilities 0 (2) ------- ------- Net cash used by operating activities (375) (1,359) ------- ------- Cash Flows From Investing Activities: Purchase of property and equipment 0 42 ------- ------- Net cash used by investing activities 0 42 ------- ------- Cash Flows From Financing Activities: Repayment of long-term obligations (7) (29) Proceeds from issuance of common stock, net 0 2,107 ------- ------- Net cash provided (used) by financing activities (7) 2,078 ------- ------- Net Increase (Decrease) in cash & cash equivalents (382) 761 Cash: Beginning of period 2,852 128 End of period $ 2,470 $ 889 ======= =======
See notes to condensed consolidated financial statements. 5 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SIX MONTH PERIODS ENDED JUNE 30, 1997 AND JUNE 29, 1996 (UNAUDITED) 1. SUMMARY OF ACCOUNTING POLICIES The accompanying unaudited condensed consolidated financial statements have been prepared from the records of the Company without audit and, in the opinion of management, include all adjustments (consisting of normal recurring accruals) necessary to fairly present the Company's financial position at June 30, 1997 and the results of operations and its cash flows for the six month periods ended June 30, 1997 and June 29, 1996. The condensed consolidated balance sheet as of December 31, 1996, presented herein, has been prepared from the audited consolidated balance sheet of the Company. Accounting policies followed by the Company are described in Note 1 to the audited consolidated financial statements for the year ended December 28, 1996. As permitted by the rules and regulations of the Securities and Exchange Commission, certain information and footnote disclosures included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted for the purposes of these condensed consolidated interim financial statements. The condensed consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements, including the notes hereto, for the year ended December 28, 1996. The results of operations for the three and six month periods ended June 30, 1997 are not necessarily indicative of the results to be expected for any other period or for the full year. 6 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS GENERAL The following discussion of the Company's results of operations for the three and six month periods ended June 30, 1997 and June 29, 1996 includes the consolidated results of operations of Utopia Marketing, Inc. and its three wholly-owned subsidiaries, Sanders Importacao E. Exportacao Ltda. ("Sam & Libby Brazil"), Sam & Libby (HK) Limited, ("Sam & Libby Hong Kong"), and Sam & Libby Outlets, Inc. The Hong Kong subsidiary was liquidated in connection with the Company's discontinued apparel operation. In the fourth quarter of 1995, the Company terminated operations in Brazil. Sam & Libby Outlets, Inc. no longer has any operations. SALE OF TRADEMARK On July 2, 1996, Utopia Marketing, Inc. (formerly Sam & Libby, Inc.) entered into an agreement with Maxwell Shoe Company Inc. to sell all worldwide rights to the Company's trademarks, trade names and intellectual property rights free and clear of all liens, mortgages, encumbrances and security interests. Maxwell Shoe Company will not assume any of the Company's liabilities or obligations. In August 1996, the Company received cash of $5.3 million. The balance of $0.2 million was received on April 30, 1997. OPERATIONS The Company's operations for the Quarter ended June 30, 1997 consisted of selling (at close-out prices) the remaining inventory and collecting the accounts receivable. (See the Company's December 28, 1996 financial statements for a discussion of the sale of all of the Company's trademarks to Maxwell Shoe Company, Inc. in July 1996). This endeavor is now substantially complete. Selling, General, and Administrative Expenses. These expenses in 1997 consisted primarily of contractual obligations and the administrative expenses connected with searching for investment opportunities. The company has terminated the lease on its Corporate office space at 58 West 40th effective June 30, 1997. Interest Revenue. Interest revenue for the second quarter 1997 was revenue associated with the interest earned from amounts due from the factor. The amount due from the factor at June 30, 1997 was $2,362,819 included in the balance sheet caption "Cash and cash equivalents". Liquidity and Capital Resources. At June 30, 1997 the Company's basic asset is "Cash and cash equivalents". The Company has no need for additional liquid resources at this time. Management is seeking investment opportunities to either acquire an operating business or to start a new business. The Company has no plans to pay a dividend at this time. Management expects to incur a loss in the Third quarter. 7 UTOPIA MARKETING, INC. PART II. OTHER INFORMATION ITEMS 1 AND 2. NOT APPLICABLE ITEM 3. DEFAULTS UPON SENIOR SECURITIES. NONE. ITEMS 4 AND 5. NOT APPLICABLE 8 SIGNATURES Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned thereto duly authorized. UTOPIA MARKETING, INC. (Registrant) Dated: June 30, 1997 /s/ Kenneth Sitomer --------------------------------- Kenneth Sitomer Chief Operating Officer Chief Financial Officer EX-27 2 FINANCIAL DATA SCHEDULE
5 1,000 U.S. DOLLARS 3-MOS JUN-30-1997 APR-01-1997 JUN-30-1997 1 2,470 0 21 0 0 2,521 0 0 2,521 21 0 0 0 14 2,486 2,521 3 25 17 17 349 0 (23) (318) 0 (318) 0 0 0 (318) (.03) (.03)
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