Attached files
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the quarterly period ended June 30, 2011
( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
Commission File No. 000-50306
HOTEL OUTSOURCE MANAGEMENT INTERNATIONAL, INC.
(Name of Small Business Issuer in its Charter)
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Delaware
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13-4167393
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(State of Incorporation)
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(IRS Identification Number)
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80 Wall Street, Suite 815
New York, New York 10005
(Address of Principal Executive Offices)
Registrant's telephone number, including area code (212) 344-1600
Indicate by a check mark whether the issuer has (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.
(1) Yes X No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.
Yes [ ] No [ ]
Indicate by a check mark whether the issuer is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer [ ] Accelerated Filer [ ] Non-Accelerated Filer [ ]
Smaller Reporting Company [X]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act. Yes [ ] No [X]
State the number of shares outstanding of each of the Registrant's classes of common equity, as of the latest applicable date: 89,453,364 as of June 30, 2011.
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ITEM 1.
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FINANCIAL STATEMENTS (UNAUDITED)
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ITEM 2.
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MANAGEMENTS' DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
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The following discussion and analysis provides information that we believe is relevant to an assessment and understanding of our financial condition as of June 30, 2011 and our results of operations for the three months ended June 30, 2010 and 2011. The following discussion should be read in conjunction with the financial statements for such periods as well as our financial statements included in our December 31, 2010 10-K filed with the Securities and Exchange Commission on March 30, 2011.
FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or out industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Our financial statements are stated and prepared in US Dollars and are prepared in accordance with accounting principles generally accepted in the United States of America.
As used in this quarterly report, the term "HOMI" means Hotel Outsource Management International, Inc. The terms, the “Company”, “we”, “us”, “our” means Hotel Outsource Management International, Inc and its subsidiaries, unless otherwise indicated.
Critical Accounting Policies and Estimates
In connection with the issuance of Securities and Exchange Commission FR-60, the following disclosure is provided to supplement the Company’s accounting policies in regard to significant areas of judgment. Management of the Company is required to make certain estimates and assumptions during the preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States. These estimates and assumptions impact the reported amount of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the consolidated financial statements. These estimates also impact the reported amount of net earnings during any period. Actual results could differ from those estimates. Because of the size of the financial statement elements to which they relate, some of our accounting policies and estimates have a more significant impact on our financial statements than others.
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Revenue Recognition, Accounts Receivable and Allowance for Doubtful Accounts
Revenues from minibars operation and product sales derived from outsource activity (minibar's content), under the exclusive long-term revenue sharing agreements with hotels, net of the hotel’s portion and/or other participation of, or payments due from the hotel, and revenues from disposal of minibars are recognized in accordance with Staff Accounting Bulletin No. 101 "Revenue Recognition in Financial Statements" ("SAB No. 101") and SAB No. 104 when delivery has occurred, persuasive evidence of an arrangement exists, the vendor’s fee is fixed or determinable and collectability is probable. Revenues from sales of minibars are recognized in accordance with compliance with the conditions designated in SAB No. 104, as abovementioned. Sales of minibars that are classified as refinancing arrangements are shown as a long-term loan to be repaid in accordance with terms of the agreement as required in FAS 13 "Accounting for Leases".
Our payment terms are normally net 15 to 30 days from invoicing. We evaluate our allowance for doubtful accounts on a regular basis through periodic reviews of the collectability of the receivables in light of historical experience, adverse situations that may affect our customers’ ability to repay, and prevailing economic conditions. This evaluation is inherently subjective, as it requires estimates that are susceptible to significant revision as more information becomes available. We perform ongoing credit evaluations of our customers and generally do not require collateral because (1) we believe we have certain collection measures in-place to limit the potential for significant losses, and (2) because of the nature of customers comprising our customer base. Accounts receivable are determined to be past due based on how recently payments have been received and bad debts are charged in the form of an allowance account in the period the receivables are deemed uncollectible. Receivables are written off when we abandon our collection efforts. To date, we have not experienced any material losses. An allowance for doubtful accounts is provided with respect to those amounts that we have determined to be doubtful of collection. No allowance was deemed necessary as of June 30, 2011 and 2010.
Long-Lived Assets
We assess the recoverability of the carrying value of long-lived assets periodically. If circumstances suggest that long-lived assets may be impaired, and a review indicates that the carrying value will not be recoverable, as determined based on the projected undiscounted future cash flow, the carrying value is reduced to its estimated fair value. The determination of cash flow is based upon assumptions and forecasts that may not occur. As of December 31, 2010 the Company’s balance sheet includes $4,169,000 of fixed assets, net. As of June 30, 2011, our balance sheet included $4,158,000 of fixed assets net. The Company has completed its impairment test for the six months ended June 30, 2011 and has concluded that no impairment write-off is necessary.
Financial Statements in US dollars:
The majority of HOMI's sales are in U.S. dollars or in dollar linked currencies. In addition, the majority of our financing is received in U.S. dollars. Accordingly, we have determined the U.S. dollar as the currency of its primary economic environment and thus, its functional and reporting currency. Non-dollar transactions and balances have been remeasured into U.S. dollars in accordance with Statement of Financial Accounting Standard No. 52 "Foreign Currency Translation" ("SFAS No. 52"). All transaction gains and losses from the remeasurement of monetary balance sheet items denominated in non-dollar currencies are reflected in the statements of operations as financial income or expenses, as appropriate.
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The financial statements of foreign subsidiaries, whose functional currency is not the U.S. dollar, have been translated into US dollars. All balance sheet accounts have been translated using the exchange rates in effect at the balance sheet date. Statements of operations amounts have been translated using specific exchange rates or the average exchange rate for the period. The resulting translation adjustments are not included in determining net income (loss) but are reported in a separate component of accumulated other comprehensive income (loss) in shareholders’ equity.
Investments in Affiliates:
The investment in companies over which the Company can exercise significant influence is presented using the equity method of accounting. The Company generally discontinues applying the equity method when its investment (including advances and loans) is reduced to zero and it has not guaranteed obligations of the affiliate or otherwise committed to provide further financial support to the affiliate. Where the Company’s share of an affiliate’s losses is greater than the investment in such an affiliate and in which the Company has guaranteed obligations of the affiliate, the excess amount is presented as a liability.
OVERVIEW
Hotel Outsource Management International, Inc. (“HOMI”) is a multi-national service provider in the hospitality industry, supplying a range of services in relation to computerized minibars that are primarily intended for in-room refreshments. In addition, we manufacture and install our own proprietary computerized minibar, the HOMI® 336 and HOMI® 330.
HOMI is a holding company for several subsidiaries which market and operate computerized minibars in hotels located in the United States, Canada, Europe, Israel and Australia. HOMI was incorporated in Delaware on November 9, 2000 under the name Benjamin Acquisitions, Inc.
Our core activities focus on manufacturing, operating, servicing and marketing computerized minibars located in upscale hotels throughout the world.
We believe that by using the appropriate equipment, including technologically advanced computerized minibars, we are able to materially improve the performance of the minibar departments, thereby improving the hotel’s bottom line.
For some years now, the hotel industry has been focusing on outsourcing many of the functions related to its key activities, in order to increase efficiency and lower fixed costs. We offer our customers a number of solutions that are designed to meet this need, in relation to the minibar departments, ranging from consultation and supervision services, all the way to full outsource installation and operation arrangements.
Whether we are consulting for a hotel, or managing its entire minibar department, we focus on hands-on, expert and dedicated management, on-site supervision, and disciplined implementation of specialized procedures which we have developed, in order to achieve our goals and improve the department’s performance. Using these methods, we already manage thousands of minibars for our customers, who are spread over five continents around the world. We have been doing business since 1997 through various subsidiaries. The current corporate structure, in which we are a holding company for various subsidiaries around the world, has been in place since 2001. Our common stock has been listed on the Over-the-Counter Bulletin Board or "OTC Bulletin Board" since February 2004 under the symbol "HOUM.OB." It is currently listed on the OTCQB.
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COSTS AND EXPENSES
Costs and expenses incurred in our outsource operations are generally as follows, but can vary depending on the circumstances and the nature and terms of specific agreements with customers:
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(1)
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The purchase and / or manufacturing of the minibar systems to be installed in hotels; this capital expense is charged to property and equipment and depreciated over a period of ten years;
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(2)
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The purchase of the consumables to be placed in the minibars; we purchase these products from various vendors; sometimes the customer will purchase the alcoholic beverages to be placed in the minibars and we reimburse the customer for such purchases;
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(3)
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Labor costs relating to the minibar attendants;
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(4)
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General and Administrative, and Marketing expenses;
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(5)
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Maintenance costs relating to the minibar systems;
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(6)
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Finance expenses.
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RESULTS OF OPERATIONS - THREE MONTHS ENDED JUNE 30, 2011 COMPARED TO JUNE 30, 2010.
REVENUES
For the three months ended June 30, 2011 and 2010, HOMI had revenues of $ 863,000 and $ 818,000*, respectively, an increase of $45,000 or 5.5%. These revenues arise primarily from the sale of refreshments in the minibars. This increase is mainly due to the additional minibars and computerized trays installed during this period.
For the three months ended June 30, 2011, our three largest customers accounted for approximately 29.44 % of our total revenues. During the same period of 2010, our three largest customers collectively comprised 30.09 % of our total revenues.
*restated, see note 2H to the financial Reports
GROSS PROFIT
Gross profit, before consideration of depreciation expense, decreased from $385,000* for the three months ended June 30, 2010 to $ 314,000. For the three months ended June 30, 2011, gross profit before consideration of depreciation expense a decrease of $71,000. Comparing the three month periods ended June 30 2010 and 2011, gross profit margin, before consideration of depreciation expense, decreased from 47.07 % to 36.38 %.
The installations of the HOMI232 mini bar and the associated computerized trays during the three months ended June 30, 2011 required additional costs that reduced the gross profit margin.
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Gross profit, after consideration of depreciation expense, decreased from $214,000 for the three months ended June 30, 2010 to $ 150,000 for the three months ended June 30, 2011, a decrease of $64,000. Gross profit margin decreased from 26.2 % to 17.4 %, for the same reasons mentioned above.
*restated, see note 2H to the Financial Reports
COSTS OF REVENUES
Cost of Revenues, before consideration of depreciation expense, for the three months ended June 30, 2010 and 2011 were $ 433,000 and $ 549,000, respectively, an increase of $116,000 or 26.8 %. This increase in cost of revenues is due primarily to the increase of revenues. In addition, the installations of the HOMI232 mini bar and the associated computerized trays during the three months ended June 30 2011, required additional costs that increased the cost of revenues.
Depreciation expense for the three months ended June 30, 2010 and 2011 approximated $171,000* and $164,000, respectively, a decrease of $7,000. As a percentage of revenues, depreciation expense decreased from 20.9 % to 19.0 %. The decrease in depreciation expense is primarily due to the fact that the number of minibars we operate decreased in the second quarter of 2011 as compared to the second quarter of 2010.
*restated, see note 2H to the Financial Reports
RESEARCH AND DEVELOPMENT
During 2006, HOMI commenced its own research and development program aimed at the development of a new range of products. The HOMI® 336, a novel, computerized minibar system designed to increase the accuracy of automatic billing, is the first of the new range of products, the research and development of which, was completed in 2007. The research and development of an additional product, the HOMI® 330, was completed in the first quarter of 2009. In 2010 and 2011, we incurred additional expenses to improve the production and functionality of the minibars. Total research and development expenses for the three months ended June 30, 2010 were $17,000, and $24,000 for the three months ended June 30, 2011.
OPERATING EXPENSES
General and Administrative expenses were $398,000** for the three months ended June 30, 2010 and
$370,000 for the three months ended June 30, 2011. As a percentage of revenues, general and administrative expenses decreased from 48.7 % to 42.9 %. This decrease is due to cost reduction and ongoing saving efforts in general and administrative expenses.
Selling and Marketing expenses decreased from $ 90,000** for the three months ended June 30, 2010 to $ 82,000 for the three months ended June 30, 2011, or by 8.9 %, primarily as a result of the reduction of marketing efforts.
** Reclassified
FINANCIAL INCOME (EXPENSES)
For the three months ended June 30, 2010 we had financial expense (net) of $49,000, and for the three months ending June 30, 2011, we had financial expense (net) of $ 97,000.
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The increase is mainly due to the interest of the long term loans the company received.
OTHER INCOME (EXPENSES)
For the three months ended June 30, 2010 and 2011 we had other expenses (net) of $45,000* and $4,000, respectively.
*restated, see note 2H to the Financial Reports
NET INCOME (LOSS)
For the three months ended June 30, 2010 and 2011 we had net loss of $ 393,000* and $ 428,000, respectively.
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*restated, see note 2H to the Financial Reports
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RESULTS OF OPERATIONS - SIX MONTHS ENDED JUNE 30, 2011 COMPARED TO JUNE 30, 2010.
REVENUES
For the six months ended June 30, 2011 and 2010, HOMI had revenues of $ 1,573,000 and $1,527,000*, respectively, an increase of $ 46,000 or 3.0 %.
This increase is mainly due to the additional minibars and computerized trays installed during this period.
For the six months ended June 30, 2011, our three largest customers accounted for approximately
29.6 % of our total revenues. For the six months ended June 30, 2010, our three largest customers accounted for approximately 29.11% of our total revenues.
*restated, see note 2H to the Financial Reports
GROSS PROFIT
Gross profit, before consideration of depreciation expense, decreased from $ 668,000* for the six months ended June 30, 2010 to $604,000, for the six months ended June 30, 2011, a decrease of $64,000. Gross profit margin, before consideration of depreciation expense, decreased from 43.7% to 38.4 %.
The installations of the HOMI232 mini bars and the associated computerized trays during the six months ended on June 30, 2011 required additional costs that reduced the gross profit margin.
Gross profit, after consideration of depreciation expenses, decreased from $306,000 for the six months ended June 30, 2010 to $ 274,000 for the six months ended June 30, 2011, a decrease of $32,000. Gross profit margin decreased from 20.0 % to 17.4% for the same reasons mentioned above
*restated, see note 2H to the Financial Reports
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COSTS OF REVENUES
Cost of Revenues, before consideration of depreciation expenses, for the six months ended June 30, 2010 and 2011 were $ 859,000* and $ 969,000, respectively, an increase of $110,000 or 12.8 %.
This increase in cost of revenues is due primarily to the increase of revenues. In addition, the installations of the HOMI232 mini bars and the associated computerized trays during the six months ended June 30, 2011, required additional costs that increased the cost of revenues.
Depreciation expenses for the six months ended June 30, 2010 and 2011 approximated $362,000* and $330,000, respectively, a decrease of $ 32,000, or 9.6 %. As a percentage of revenues, depreciation expense decreased from 23.7 % to 20.1%.
*restated, see note 2H to the Financial Reports
RESEARCH AND DEVELOPMENT
During 2006, HOMI commenced its own research and development program aimed at the development of a new range of products. The HOMI® 336, a novel, computerized minibar system designed to increase the accuracy of automatic billing, is the first of the new range of products, the research and development of which was completed in 2007. The research and development of an additional product, HOMI® 330, was completed in 2009. In 2010 and 2011, we incurred additional expenses to improve the production of the minibars. Total research and development expenses for the six months ended June 30, 2010 were $53,000 and $ 50,000 for the six months ended June 30, 2011.
OPERATING EXPENSES
General and Administrative expenses decreased from $ 828,000* for the six months ended June 30, 2010 to $733,000 for the six months ended June 30 2011, a decrease of $ 95,000, or 13.0%.
As a percentage of revenues, general and administrative expenses decreased from 54.2% to 46.6%.
The decrease is mainly due to the sale of two of HOMI's subsidiaries in Europe in April 2010, as well as our continued efforts to reduce expenses.
Selling and Marketing expenses decreased from $181,000* for the six months ended June 30, 2010 to $176,000 for the six months ended June 30, 2011, a decrease of $ 5,000 or by 2.8% .
*restated, see note 2H to the Financial Reports
FINANCIAL INCOME (EXPENSES)
For the six months ended June 30, 2010 and 2011 we had financial expenses (net) of $147,000 and $183,000 of financial expenses (net), respectively, an increase in expenses of $36,000. These amounts include interest expense (net) of approximately $ 95,000 and $181,000, respectively. The remaining amounts are due primarily to currency exchange differences on US$ dominated intercompany balances.
The increase is mainly due to the interest and other costs related to the long term loans the company received.
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OTHER INCOME (EXPENSES)
For the six months ended June 30, 2010 we had other expenses (net) of $ 177,000* and for the six months ended June 30, 2011, we had other expenses (net) of $1,000.
The expenses in 2010 were mainly due to the loss from the sale of our interests in our subsidiaries in Italy and Germany and since HOMI Australia, a subsidiary of HOMI, ceased operating the minibars in Hilton Sydney, the only hotel operated in Australia, and transferred the operation and the minibars installed to that hotel.
*restated, see note 2H to the Financial Reports
NET INCOME (LOSS)
As a result of the above, for the six months ended June 30, 2010 we had net loss of $1,080,000 and for the six months ended June 30, 2011, we had a net loss of $870,000.
LIQUIDITY AND CAPITAL RESOURCES
Since our inception, we have been dependent on investment capital as our primary source of liquidity. We had an accumulated deficit at June 30, 2011 of $ 8,585,000. During the six months ended June 30, 2011, we had net loss of $ 870,000
Our financing activities resulted in cash of approximately $ 347,000 during the six months ended June 30, 2011and during the six months ended June 30, 2011 we used cash in the amount of $ 412,000.
On June 30, 2011, we had long term liabilities of approximately $ 2,776,000 which are mainly comprised of loans from related parties and others.
At June 30, 2011, HOMI had $ 542,000 in cash, including short term deposits.
In order to implement our basic business plan for completion of the installation of additional minibars, we will need additional funds. Our preferred method is the new business model in which we sell or receive loans against installed minibar systems and continue to operate them. We began using this new business model in 2010.
On October 5, 2010, HOMI Industries Ltd, which is a wholly owned subsidiary of HOMI, entered into a loan agreement with Tomwood Limited, a BVI company. Pursuant to this agreement, HOMI Industries will receive $ 2,000,000. As of June 30, 2011, the company had received $1,500,000 of this $2,000,000.
Management believes that the above mentioned loan and continued efforts to reduce corporate expenses will provide sufficient cash for the ongoing operations of the company for the next twelve months.
OFF BALANCE SHEET ARRANGEMENTS
HOMI has no off balance sheet arrangements.
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INFLATION
We do not believe that inflation has had a significant impact on our consolidated results of operations or financial condition.
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Item 3.
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QUANTATATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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N/A
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Item 4.
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CONTROLS AND PROCEDURES
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Management is required by Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 to evaluate, with the participation of the Chief Executive Officer and Chief Financial Officer, the effectiveness of disclosure controls and procedures as of the end of the period covered by this report. Disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the Securities and Exchange Commission. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in our reports that we file or submit under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management was required to apply its judgment in evaluating and implementing possible controls and procedures.
Management, with the participation of the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures. Based on their evaluation, as of the end of the period covered by this Form 10-Q, the Chief Executive Officer and Chief Financial Officer have concluded that such disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) are effective.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II.
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OTHER INFORMATION
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Item 1.
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LEGAL PROCEEDINGS
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To the best of our knowledge, as of the date hereof, there are no material pending or threatened legal proceedings to which HOMI or any of its subsidiaries is a party, or of which any of our property is subject.
As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings.
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Item 1A.
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RISK FACTORS
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There have been no material changes in the risk factors described in “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2010.
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Item 2.
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UNREGISTERED SALES OF EQUITY SECURITIES AND PROCEEDS
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During the six months ended June 30, 20111, there were no sales of unregistered equity securities.
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Item 3.
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DEFAULTS UPON SENIOR SECURITIES
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None.
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Item 4.
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[Removed and Reserved]
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Item 5.
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OTHER INFORMATION
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Item 6. EXHIBITS
The following exhibits are filed as part of this Form 10-Q.
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(a)
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Exhibits required by Item 601 of Regulation S-K
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Exhibit
No. Description
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31.1
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Certification of HOMI’s Chief Executive Officer pursuant to Rule13a- 14(a) of the Securities Exchange Act of 1934
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31.2
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Certification of HOMI’s Chief Financial Officer pursuant to Rule13a- 14(a) of the Securities Exchange Act of 1934
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32.1
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Certification of HOMI’s Chief Executive Officer and Chief Financial Officer required by Rule 13a-14(b) under the Securities Exchange Act of 1934 and Section 1350 of Chapter 63 of Title 18 the United States Code (18 U.S.C. 1350)
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SIGNATURE
In accordance with the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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HOTEL OUTSOURCE MANAGEMENT INTERNATIONAL, INC.
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Dated: August 15, 2011
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By:
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/s/ Daniel Cohen
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Name:
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Daniel Cohen
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Title:
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President
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(Principal Executive Officer)
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Dated: August 15, 2011
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By:
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/s/ Jacob Ronnel
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Name:
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Jacob Ronnel
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Title:
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Chief Financial Officer
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(Principal Accounting Officer)
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