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| MLDS.PK > SEC Filings for MLDS.PK > Form 10QSB on 20-Aug-2008 | All Recent SEC Filings |
20-Aug-2008
Quarterly Report
(1) Caution Regarding Forward-Looking Information
Certain statements contained in this annual filing, including, without limitation, statements containing the words "believes", "anticipates", "expects" and words of similar import, constitute forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.
Such factors include, among others, the following: international, national and local general economic and market conditions: demographic changes; the ability of the Company to sustain, manage or forecast its growth; the ability of the Company to successfully make and integrate acquisitions; raw material costs and availability; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; and other factors referenced in this and previous filings.
Given these uncertainties, readers of this Form 10-QSB and investors are cautioned not to place undue reliance on such forward-looking statements. The Company disclaims any obligation to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future events or developments.
(2) Results of Operations
Six months ended June 30, 2006 as compared to Six months ended June 30, 2005
Bar and restaurant sales decreased by approximately $147,000 (or approximately 9.4%) in the six months ended June 30, 2006. Bar and restaurant sales were approximately $1,419,000 for the six months ended June 30, 2004 as compared to approximately $1,566,000 for the six months ended June 30, 2005. The decrease over the comparable period from the preceding year continues to be directly attributable to overall fluctuations in visitor traffic to the Dallas-Ft. Worth Metroplex and the effects of shifts in economic and ethnic populations in the immediate geographical area of the Company's location. While the Company's facility holds a valid "sexually oriented business" license issued by the City of Dallas, Texas; the City of Dallas, Texas continues to pursue vigorous enforcement of its Sexually Oriented Business Ordinance. This Ordinance restricts the attire and dancing activities at the Company's Million Dollar Saloon, and other local adult cabarets, which has resulted in unpredictable fluctuations in patron attendance at the Company's facilities.
The Company's operating location, when originally built, was in one of the dynamic retail and entertainment corridors within the City of Dallas, Texas. At the current time, the expansion of the City into other geographic areas has contributed to a diversification of retail and entertainment districts within the City. These newer areas have received better reception from the patronage traffic than the Company's current location which has suffered from City neglect in infrastructure maintenance, the introduction of economically depressed foot traffic as a result of available mass transit facilities and a shift in economic and ethnic population in the immediate vicinity of the Company's club.
While the City of Dallas' efforts against the Company's principal business activity, the lack of efforts by the City of Dallas to maintain a degree of economic and ethnic diversity and prosperity in the vicinity of the Company's facility may contribute to further revenue deterioration in future periods. Further, the Company's agreement with the City of Dallas requires the Million Dollar Saloon to cease business operations as an adult sexually oriented business at the close of business on July 31, 2009.
Management's continues to direct it's efforts towards customer service and increasing sales through effective marketing and advertising methods to maintain and increase its bar and restaurant patronage and comply with current regulatory conditions and environment.
The Company's rental income remained constant at appoximately $220,000 for the six months ended June 30, 2005 as compared to approximately $221,000 for the comparable six month period ended June 30, 2005. All of the leases were/are with entities controlled by Duncan Burch, one of the Company's controlling shareholders. The Corporation Lex property was vacant through February 2008 when it was sold for an approximate gain of $25,000 over the carrying value in the accompanying financial statements. The rental real estate owned by Don, Inc. is subject to a lease with a separate entity controlled by Duncan Burch, an officer, director and controlling shareholder of the Company. This lease expired in August 2003 and is being continued on a month-to-month basis at the final contractual rental rate of approximately $8,500 per week.
Although the Company is seeking a long-term lease for the Don, Inc. property on terms that are at least comparable to terms for similar properties in the geographic area, there can be no assurance that the Company will be able to renew its lease with entities controlled by Mr. Burch or any other unaffiliated third-party, or if renewed, that the terms of the leases will be as favorable to the Company as it could have obtained from an unaffiliated party. The failure of the Company to obtain long-term lease agreements with Mr. Burch, or other third parties, with terms at least comparable to the existing lease arrangements could have a material adverse effect on the revenues of the Company.
Cost of sales decreased to approximately $957,000 for the six months ended June 30, 2005 as compared to approximately $1.056,000 for the same period of 2005. Gross profit percentages declined slightly to approximately 58.4% (approximately $957,000) for the six months ended June 30, 2006 versus 59.1% (approximately $1,056,000) for the six months ended June 30, 2005. Fluctuations in the Company's gross profit percentages react to and parallel the key areas of management focus for cost of sales expenditure control - principally personnel staffing levels and food and beverage costs. These areas, specifically cost controls over purchasing, inventory management protocols and labor management, are continuously monitored to maintain the Company's gross profit percentages.
General and administrative expenses were approximately $733,000 for the six months ended June 30, 2005 as compared to approximately $633,000 for the comparable period of 2005. Management is of the opinion that G&A expenses should remain relatively constant, exclusive of inflationary pressures, in future periods and management continues to monitor its expenditure levels to achieve optimum financial results.
Pursuant to an October 20, 2005 settlement of a lawsuit filed on February 24, 2005, the Company has accrued the discounted present value of approximately $415,026 at the prime interest rate of 6.75% to yield the gross agreed-upon settlement of $460,000.
During the quarter ended June 30, 2006, the Company settled two outstanding lawsuits for an aggregate sum of $30,000. The Company anticipates no further obligation under these two situations.
Net income (loss) before income taxes was approximately $72,000 for the six months ended June 30, 2005 versus approximately $(93,000) for the six months ended June 30, 2005. After-tax net income increased by approximately $132,000 from approximately $(73,000) for the six months ended June 30, 2005 to approximately $59,000 for the same period ended June 30, 2006. The increase is directly attributable to the impact of the 2005 lawsuit settlement payable which was not recurring in 2006. However, the Company continues to experience economic pressures due to a deteriorating neighborhood around the Million Dollar Saloon and lower convention and visitor traffic in the Dallas/Ft. Worth metropolitan area.
The Company experienced earnings per share of approximately $0.01 and $(0.01) for each of the respective six month periods ended June 30, 2006 and 2005, respectively.
As a general rule, the Company's adult cabaret operations experience unpredictable fluctuations as a result of the overall discretionary spending habits related to the U. S. economy, visitation levels related to visitor, convention and business travel levels and impacts related to the City of Dallas' various enforcement actions and on-premises monitoring of entertainer conduct and the condition of the surrounding environment as maintained and monitored by the City of Dallas, Texas. Management makes it's best efforts to timely adjust its expenditure levels to these events as they occur in order to maintain profitability.
(3) Liquidity
As of June 30, 2006, December 31, 2005 and June 30, 2005, the Company has working capital of approximately $(431,000), $(522,000) and $(354,000). The major contributor to the Company's working capital deficit is a $1,000,000 payable to related parties related to an Operating Agreement which was triggered with the City of Dallas granting a non-confirming operating permit to the Company through July 31, 2009 and the closing of two competing operations owned and controlled by the Company's controlling shareholders.
The Company achieved positive cash flows from operations of approximately $162,000 and $492,000 for the six months ended June 30, 2006 and 2005, respectively, as compared to $573,000 for the year ended December 31, 2005.
Future operating liquidity and debt service are expected to be sustained from continuing operations. Additionally, management is of the opinion that there is additional potential availability of incremental mortgage debt and the opportunity for the sale of additional common stock through either private placements or secondary public offerings.
On January 29, 2004, the Company refinanced the initial acquisition debt related to land held for future development. The new permanent long-term financing retired the entire initial short-term $2,156,713 note payable issued at the initial closing. The new note is for a principal balance of $2,000,000 and bears interest at 6.50% for the first year and then adjusts to 1.0% above the Wall Street Journal published prime rate, rounded to the nearest 0.125%. The interest
rate adjusts every 12th month, commencing on January 29, 2005. The new note requires payments of principal and accrued interest in the amount of approximately $17,426 monthly, commencing on February 29, 2004. As this is a variable interest rate note, the payments may change after the 12th payment and after every succeeding 12th payment. The new note matures on January 29, 2019. The long-term note is secured by underlying land and the separate personal guaranty of each of the Company's officers, directors and controlling shareholders; Duncan Burch and Nick Mehmeti.
The Company, in accordance with an agreement with the City of Dallas, Texas, will cease operating the Million Dollar Saloon at the close of business on July 31, 2009. This event will have a deterimental impact on the Company's liquidity and business operations.
(4) Capital Resources
On October 20, 2005, the Company's wholly-owned subsidiary, Tempo Tamers, Inc., settled a lawsuit filed on February 24, 2005 for the gross sum of $460,000 to be paid as follows: $50,000 on the signing of the settlement documents, $50,000 on or about January 13, 2006 and $7,500 per month starting on November 1, 2005 through October 1, 2009. The settlement is non-interest bearing and, per the requirements of generally accepted accounting principles, has been discounted at the Prime Rate of 6.75% to yield a net settlement of approximately $415,026, exclusive of imputed interest. The entire discounted settlement has been charged to operations in the accompanying financial statements.
On February 14, 2003, the Company purchased 6.695 acres of undeveloped property located in Dallas, Texas. The purchase price was approximately $2,650,312, including closing expenses of approximately $53,599. The Company paid $493,072 cash, inclusive of a $140,000 loan to the Company from Duncan Burch, an officer and director of the Company, and issued to the seller a one-year note in the principal amount of $2,156,713 with 8% annual interest. This note was refinanced with a $2,000,000 long-term mortgage note payable on January 29, 2004. The Company paid an additional sum of approximately $366,000 at the closing of the permanent long-term mortgage financing.
The property is undeveloped and suitable for commercial development. Although the Company has not determined the usage of the land, the Company may use a portion of the land for an adult cabaret and sell the remaining undeveloped property to a third party. The development of the property will be subject to the Company obtaining a construction loan. The Company does not currently know the amount of the loan it will need to develop this property or whether it will be able to obtain a sufficient loan for development of the property or, if obtained, whether the terms of the loan will be favorable to the Company.
The Company has identified no other significant capital requirements for 2005, other than normal repair and replacement activity at the Company's commercial rental properties and the adult entertainment lounge and restaurant facility. Liquidity requirements mandated by future business expansions or acquisitions, if any are specifically identified or undertaken, are not readily determinable at this time as no substantive plans have been formulated by management.
(5) Recent Accounting Pronouncements
The Company knows of no new accounting releases or pronouncements that will have any impact upon the Company's financial statements upon adoption.
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