Attached files
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| EX-32.1 - EXHIBIT 32.1 - Carrier Alliance Holdings, Inc. | ex32_1.htm |
| EX-31.1 - EXHIBIT 31.1 - Carrier Alliance Holdings, Inc. | ex31_1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2011
Commission file number 0001027484
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TILDEN ASSOCIATES, INC.
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(Exact name of small business issuer as specified in its charter)
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DELAWARE
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11-3343019
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(State or other jurisdiction of incorporation
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(I.R.S. Employer
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or organization)
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Identification No.)
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300 Hempstead Turnpike, West Hempstead, NY 11552
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(Address of principal executive offices)
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(516) 746-7911
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(Issuer’s telephone number, including area code)
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(Former name, former address and former fiscal year, if changed since last report)
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The number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: August 15, 2011 was 11,385,903 shares of Common Stock - $.0005 par value.
Transitional Small Business Disclosure Format: Yes o No x
Indicate by check mark whether 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 o
Indicate by check mark whether registrant is a large accelerated filer, a non-accelerated filer, or a smaller reporting company.
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Large accelerated filer
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o
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Accelerated filer
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o
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Non-accelerated filer
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o
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Smaller reporting company
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x
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Indicate by check mark whether registrant is a shell company (as defined in Rule 12b.2 of the Exchange Act)
Yes o No x
Table of Contents for Form 10-Q
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Page
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PART I - FINANCIAL INFORMATION
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Item 1.
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Financial Statements
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3
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4
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5
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12 - 14
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15
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16
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16
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16
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16
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16
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16
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17
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CERTIFICATION
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TILDEN ASSOCIATES, INC. AND SUBSIDIARIES
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June 30,
2011 |
December 31,
2010 |
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(Unaudited)
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ASSETS
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| Current Assets | ||||||||
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Cash and cash equivalents
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$ | 508,542 | $ | 565,620 | ||||
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Accounts and notes receivable - net of allowance for doubtful accounts of $355,561 and $349,951 at June 30, 2011 and December 31, 2010, respectively
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268,008 | 321,331 | ||||||
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Inventory
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4,300 | 4,300 | ||||||
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Prepaid expenses and other current assets
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6,352 | 25,856 | ||||||
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Total current assets
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787,202 | 917,107 | ||||||
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Property and equipment, net of accumulated depreciation of $23,020 and $23,020, respectively
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— | — | ||||||
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Intangible assets, net of accumulated amortization of $125,481 and $124,220, respectively
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231,627 | 232,888 | ||||||
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Security deposits
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68,985 | 73,985 | ||||||
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Accounts and notes receivable, net of allowance for doubtful accounts of $20,915 and $ —, respectively
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67,432 | — | ||||||
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Total other assets
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368,044 | 306,873 | ||||||
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Total assets
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$ | 1,155,246 | $ | 1,223,980 | ||||
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LIABILITIES AND STOCKHOLDERS’ EQUITY
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LIABILITIES
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| Current Liabilities | ||||||||
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Accounts payable and accrued expenses
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$ | 144,416 | $ | 197,503 | ||||
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Deposits on franchise and business acquisitions
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183,000 | 183,000 | ||||||
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Income taxes payable
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17,948 | 19,770 | ||||||
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Deferred Income
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34,270 | 34,270 | ||||||
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Total current liabilities
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379,634 | 434,543 | ||||||
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Security deposits
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128,962 | 128,962 | ||||||
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Total liabilities
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508,596 | 563,505 | ||||||
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STOCKHOLDERS’ EQUITY
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Common stock, $.0005 par value; 30,000,000 shares authorized; 11,425,903 shares issued and outstanding at June 30, 2011 and December 31, 2010, respectively
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5,713 | 5,713 | ||||||
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Additional paid-in capital
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1,702,526 | 1,702,526 | ||||||
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Accumulated deficit
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(1,041,589 | ) | (1,027,764 | ) | ||||
| 666,650 | 680,475 | |||||||
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Less: treasury stock - 40,000 shares, stated at cost
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(20,000 | ) | (20,000 | ) | ||||
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Total stockholders’ equity
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646,650 | 660,475 | ||||||
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Total liabilities and stockholders’ equity
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$ | 1,155,246 | $ | 1,223,980 | ||||
See notes to consolidated financial statements.
F-3
TILDEN ASSOCIATES, INC. AND SUBSIDIARIES
(UNAUDITED)
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Three Months Ended
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Six Months Ended
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June 30,
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June 30,
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2011
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2010
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2011
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2010
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Revenues
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Initial franchise acquisition fees
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$ | — | $ | 5,000 | $ | — | $ | 10,000 | ||||||||
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Royalty fees
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137,195 | 137,528 | 275,837 | 261,561 | ||||||||||||
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Sale of Company owned location
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— | — | — | 93,000 | ||||||||||||
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Rental income from realty rental
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126,129 | 122,562 | 275,006 | 231,032 | ||||||||||||
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Miscellaneous income
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3,038 | 2,624 | 5,123 | 6,437 | ||||||||||||
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Total Revenue
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266,362 | 267,714 | 555,966 | 602,030 | ||||||||||||
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Cost of Operations
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Broker Fees
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— | 3,333 | — | 15,333 | ||||||||||||
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Costs of locations purchased for resale
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— | — | — | 20,000 | ||||||||||||
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Franchise development fees
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7,243 | 13,359 | 17,894 | 19,050 | ||||||||||||
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Rent paid for real estate sublet
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119,071 | 121,712 | 230,541 | 224,266 | ||||||||||||
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Total Operating Costs
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126,314 | 138,404 | 248,435 | 278,649 | ||||||||||||
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Gross Profit
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140,048 | 129,310 | 307,531 | 323,381 | ||||||||||||
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Selling, general and administrative expenses
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169,836 | 221,238 | 323,702 | 402,171 | ||||||||||||
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Loss from operations before other income and expenses and provision for income taxes
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(29,788 | ) | (91,928 | ) | (16,171 | ) | (78,790 | ) | ||||||||
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Other Income
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Interest income
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656 | 418 | 2,346 | 3,871 | ||||||||||||
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Total other income
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656 | 418 | 2,346 | 3,871 | ||||||||||||
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Loss before provision for income taxes
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(29,132 | ) | (91,510 | ) | (13,825 | ) | (74,919 | ) | ||||||||
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Provision for income taxes
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Current
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— | — | — | — | ||||||||||||
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Deferred
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— | — | — | — | ||||||||||||
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Net loss
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$ | (29,132 | ) | $ | (91,510 | ) | $ | (13,825 | ) | $ | (74,919 | ) | ||||
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Per Share Data
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Basic earnings per share
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$ | 0.00 | $ | 0.01 | $ | 0.00 | $ | 0.01 | ||||||||
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Diluted loss per share
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$ | 0.00 | $ | 0.01 | $ | 0.00 | $ | 0.01 | ||||||||
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Weighted Average Shares Outstanding:
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Basic
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11,385,903 | 11,385,903 | 11,385,903 | 11,385,903 | ||||||||||||
See notes to consolidated financial statements.
F-4
TILDEN ASSOCIATES, INC. AND SUBSIDIARIES
(UNAUDITED)
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Six Months Ended
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June 30,
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2011
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2010
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Operating Activities
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Net loss
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$ | (13,825 | ) | $ | (74,919 | ) | ||
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Adjustments to reconcile net income (loss) to net cash used for operating activities:
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Depreciation and amortization
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1,261 | 731 | ||||||
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Provision for doubtful accounts
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26,516 | 67,336 | ||||||
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Stock options expense
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— | 33,838 | ||||||
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Changes in operating assets and liabilities
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Accounts and notes receivable
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(40,625 | ) | (76,710 | ) | ||||
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Prepaid expenses and other current assets
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19,504 | — | ||||||
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Security deposits receivable
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5,000 | — | ||||||
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Accounts payable and accrued expenses
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(53,087 | ) | (36,266 | ) | ||||
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Deposits on franchise and business acquisitions
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— | (15,000 | ) | |||||
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Income taxes payable
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(1,822 | ) | (2,959 | ) | ||||
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Security deposits payable
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— | 7,000 | ||||||
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Net cash used for operating activities
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(57,078 | ) | (96,949 | ) | ||||
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Investing Activities
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— | — | ||||||
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Financing Activities
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— | — | ||||||
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Net decrease in cash
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(57,078 | ) | (96,949 | ) | ||||
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Cash and cash equivalents at beginning of the period
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565,620 | 488,909 | ||||||
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Cash and cash equivalents at end of the period
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$ | 508,542 | $ | 391,960 | ||||
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Supplemental Cash Flow Information:
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Interest paid
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$ | — | $ | — | ||||
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Income Taxes Paid
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$ | 1,822 | $ | 2,679 | ||||
See notes to consolidated financial statements.
F-5
TILDEN ASSOCIATES, INC. and SUBSIDIARIES
(Unaudited)
NOTE 1 - Organization and Business Operations
The Company was incorporated in the state of Delaware in June 1995 and is in the business of selling automotive franchises and administering and supporting full service automotive repair centers under the name “TILDEN FOR BRAKES CAR CARE CENTERS”. The majority of franchises are currently located in New York, Florida and Colorado with twelve states being represented and expansion plans for several additional states.
NOTE 2 - Interim Financial Statements
The unaudited financial statements as of June 30, 2011 and for the six months ended June 30, 2011 and 2010 have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with instructions to Form 10-Q. In the opinion of management, the unaudited financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position as of June 30, 2011 and the results of operations and cash flows for the periods ended June 30, 2011 and 2010. The financial data and other information disclosed in these notes to the interim financial statements related to these periods are unaudited. The results for the six months ended June 30, 2011 is not necessarily indicative of the results to be expected for any subsequent quarter of the entire year ending December 31, 2011. The balance sheet at December 31, 2010 has been derived from the audited financial statements at that date.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the Securities and Exchange Commission’s rules and regulations. These unaudited financial statements should be read in conjunction with our audited financial statements and notes thereto for the year ended December 31, 2010 as included in our report on Form 10-K.
NOTE 3 - Accounts and Notes Receivable
Accounts receivable consisted of the following:
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June 30,
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December 31,
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2011
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2010
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Trade receivables from franchisees
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$ | 623,569 | $ | 578,916 | ||||
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Less allowance for doubtful accounts
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(355,561 | ) | (329,036 | ) | ||||
| $ | 268,008 | $ | 249,880 | |||||
Notes receivable consisted of the following:
Two past due trade installment loans from franchisees arising from the purchase of franchises and related equipment with an interest rate of 6%. Each loan had a balloon payment due on January 1, 2011 as well as delinquent prior unpaid installments.
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June 30,
2011 |
December 31,
2010 |
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Trade notes receivable from franchisees
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$ | 88,347 | $ | 92,366 | ||||
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Less allowance for doubtful accounts
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(a) (20,915 | ) | (20,915 | ) | ||||
| 67,432 | 71,451 | |||||||
Total accounts and notes receivable:
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Gross receivable
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$ | 711,916 | $ | 671,282 | ||||
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Less allowance for doubtful accounts
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(376,476 | ) | (349,951 | ) | ||||
| $ | 355,440 | $ | 321,331 |
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Current portion
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$ | 268,008 | $ | 321,331 | ||||
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Noncurrent portion
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$ | 67,432 | — | |||||
| $ | 355,440 | $ | 321,331 |
F-6
NOTE 4 – Property and Equipment
Property and equipment consisted of the following:
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June 30,
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December 31,
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2011
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2010
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Machinery and shop equipment
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$ | 5,704 | $ | 5,704 | ||||
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Signage
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5,623 | 5,623 | ||||||
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Furniture
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11,693 | 11,693 | ||||||
| 23,020 | 23,020 | |||||||
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Less accumulated depreciation
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(23,020 | ) | (23,020 | ) | ||||
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Property and equipment, net of accumulated depreciation
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$ | — | $ | — | ||||
Depreciation expense for the six months ended June 30, 2011 and the year ended December 31, 2010 was $0.
NOTE 5 - Intangible Assets
Intangible assets consisted of the following:
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June 30,
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December 31,
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2011
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2010
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Trademarks
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$ | 45,196 | $ | 45,196 | ||||
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Franchise and market area rights
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311,912 | 311,912 | ||||||
| 357,108 | 357,108 | |||||||
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Less accumulated amortization
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(125,481 | ) | (124,220 | ) | ||||
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Intangible Assets, net of accumulated amortization
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$ | 231,627 | $ | 232,888 | ||||
The Company incurred trademark costs of $0 during the six months ended June 30, 2011 and the year ended December 31, 2010. The Company tests the carrying value of franchise and market area rights on a franchise-by-franchise basis and identifies individual franchise rights requiring write-down. For the years ended December 31, 2010 and 2009, the Company reflected losses on the impairment of franchise rights in the amounts of $46,688 and $40,276, respectively. Of the intangible assets listed above, only trademarks have been amortized for the six months ended June 30, 2011 and the year ended December 31, 2010. The amortization expense was $1,261 and $366, respectively.
NOTE 6 – Deposits on Franchises
The Company, under the terms of its standard franchise agreement, typically receives a $15,000 deposit upon the signing of a franchise agreement and the balance of the franchise fee upon the franchisee’s acceptance of a Tilden approved franchise location. These deposits are generally non-refundable after 180 days but the Company has allowed prospective franchisees to apply non-refundable deposits to a different location identified in the future. Total deposits on franchises amounted to $183,000 at June 30, 2011 and December 31, 2010.
NOTE 7 – Credit Line
In August, 2006, the Company secured a $250,000 revolving line of credit with a stated rate of interest of prime plus one percentage point. The line was secured by the assets of the Company. In 2010, the Company lost the credit line as a result of not utilizing the available line of credit for several years. The Company is in the process of attempting to re-establish a line of credit.
F-7
NOTE 8 – Income Taxes
Tilden Associates Inc. and its subsidiaries have elected to file a consolidated income tax return for Federal and New York State income tax purposes. Tax expense is allocated to each subsidiary based on the proportion of its taxable income to the total consolidated taxable income.
A reconciliation of the expected income tax expense (benefit) to reported income tax follows:
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Six Months Ended June 30,
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2011
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2010
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Federal income tax (benefit) at 35% statutory income tax rate
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$ | (4,839 | ) | $ | (26,222 | ) | ||
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Nondeductible increase(nontaxable decrease) in allowance for doubtful accounts
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9,281 | 30,112 | ||||||
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Change in valuation allowance
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( 4,442 | ) | (3,890 | ) | ||||
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Provision for income taxes
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$ | — | $ | — | ||||
Net operating loss carryovers at December 31, 2010 were approximately $535,000 and will expire in years from 2011 to 2030. The Company does not anticipate fully utilizing these carryovers in 2011.
NOTE 9 – Commitments and Contingencies
Leases
The Company, through various subsidiaries, sub-lets properties to several franchisees. Additionally, several franchisees sub-let property from affiliates of the Company’s President (See Note 11). Franchisees typically pay rent on these properties to the subsidiaries. In some circumstances, franchisees may pay rent directly to the lessors of the operating leases. Future minimum lease payments under these operating leases at June 30, 2011 are as follows:
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2011
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$ | 185,454 | ||
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2012
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382,035 | |||
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2013
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393,496 | |||
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2014
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401,366 | |||
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2015
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349,394 | |||
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2016 and thereafter
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1,367,050 | |||
| $ | 3,078,795 |
Future minimum rental income on sub-leases are as follows:
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2011
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$ | 143,434 | ||
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2012
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293,674 | |||
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2013
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240,684 | |||
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2014
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247,905 | |||
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2015
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297,576 | |||
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2016 and thereafter
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1,837,516 | |||
| $ | 3,060,789 |
The Company leases an office in New York under an agreement that commenced in October 2003 and expires in September 2013. Total gross rent expense for the six months ended June 30, 2011 and 2010 was $12,780 and $11,189, respectively.
The future minimum annual rental payments at June 30, 2011 are as follows:
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2011
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$ | 10,545 | ||
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2012
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24,675 | |||
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2013
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18,675 | |||
| $ | 53,895 |
F-8
Employment Agreements
The President of the Company, Mr. Robert Baskind, has an employment contract that renews annually on the first day of each year and which entitled him to a salary of approximately $181,000 during 2010. In accordance with the terms of the employment contract, he is entitled to five percent increases on a yearly basis. The employment agreement, as amended, expires in 2015. Additionally, Mr. Baskind’s agreement provides for other customary provisions.
NOTE 10 – Concentration of Credit Risk
Financial instruments that potentially subject the Company to credit risk include cash and accounts and notes receivable. At June 30, 2011, no accounts exceeded federally insured limits and at December 31, 2010, one account exceeded the federally insured limits by approximately $3,200. Also, at June 30, 2011 and December 31, 2010, the Company had accounts and notes receivable from franchisees of approximately $335,000 and $321,000, respectively, net of an allowance for doubtful accounts of approximately $376,000 and $350,000, respectively. Notes receivable, derived principally from sales of franchises and market areas, are collateralized by the franchise agreements to which they relate. Presently, a majority of the Company’s franchises are within the states of New York, Florida and Colorado.
NOTE 11 - Related Party Transactions
Franchise Facilities
The Company rents certain Franchise locations owned or leased by the Company’s president and affiliates, which are sublet to Franchisees. For the six months ended June 30, 2011 and 2010, rent paid to the Company’s president and affiliates for real estate sublet was $13,235 and $15,332 respectively. Management believes that the lease payments made by the Company to these officers, directors, and affiliates are at fair market value and are approximately equal to the rent charged to the Franchises occupying each facility.
NOTE 12 - Stock Options
Tilden Associates, Inc. Stock Option Plans
From May 1998 to December 2005, the Company adopted several Tilden Associates, Inc. Stock Option Plans (“the Plans”) on an annual basis. The Company may issue incentive options for a term of no greater than ten years and non-incentive stock options for a term of no greater than eleven years. The incentive stock options may be issued with an exercise price of no less than 100% of the fair market value of the stock at the time of the grant. However, in the case of employees holding greater than 10% of the Company’s common stock, the option price shall not be less than 110% of the fair market value of the stock at the time of the grant and the term of the option may not exceed five years. The non-incentive stock options may be issued with an exercise price of no less than 50% of the fair market value of the stock at the time of the grant. Additionally, options may be granted to any eligible person for shares of common stock of any value provided that the aggregate fair market value of the stock with respect to which incentive stock options are exercisable for the first time during any calendar year, shall not exceed $100,000. Additionally, the option price shall be paid in full at the time of exercise in cash or, with the approval of the Board of Directors, in shares of common stock. Further, if prior to the expiration of the option the employee ceases to be employed by the Company, the options granted will terminate 90 days after termination of the employee’s employment with the Company.
From 1998 to 2005, the Company granted stock options to purchase a total of 7,038,300 shares of the Company’s common stock at exercise prices ranging from $0.01 per share to $3.00 per share. Through December 31, 2005, 32,500 options were exercised, 938,800 options expired or were forfeited, and 6,067,000 options remained outstanding at December 31, 2005.
On July 18, 2006, a derivative action was filed challenging the issuance of stock options by the Company to members of management and the Board of Directors between 2001 and 2005. In August of 2006, the Company rescinded the remaining 6,067,000 stock options issued in the years 2001 to 2005. On September 11, 2006, the action was settled.
On December 22, 2008, the Company granted a total of 1,150,000 stock options (600,000 options to the Company’s chief executive officer, 525,000 options to the Company’s two other directors, and 25,000 to a Company consultant. The options are exercisable at a price of $0.02 per share and expire in five years. The $7,475 fair value of the options, which was calculated using the Black-Scholes option pricing model using the following assumptions: $0.01 stock price, $0.02 exercise price, 2% risk free interest rate and 100% volatility, was expensed $1,122 in 2009 and $6,353 in 2010.
F-9
On December 17, 2009, the Company granted a total of 1,150,000 stock options (600,000 options to the Company’s chief executive officer, 525,000 options to the Company’s two other directors, and 25,000 to a Company consultant. The options are exercisable at a price of $0.02 per share and expire in five years. The $27,485 fair value of the options, which was calculated using the Black-Scholes option pricing model using the following assumptions: $0.03 stock price, $0.02 exercise price, 2% risk free interest rate and 100% volatility, was expensed in 2010.
On December 17, 2010, the Company granted a total of 1,150,000 stock options (600,000 options to the Company’s chief executive officer, 525,000 options to the Company’s two other directors, and 25,000 to a Company consultant. The options are exercisable at a price of $0.02 per share and expire in five years. The $27,600 fair value of the options, which was calculated using the Black-Scholes option pricing model using the following assumptions: $0.03 stock price, $0.02 exercise price, 2.06% risk free interest rate and 100% volatility, was expensed in 2010.
A summary of stock options activity for the years ended December 31, 2009 and 2010 and for the six months ended June 30, 2011 are as follows:
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Balance outstanding, January 1, 2009
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1,150,000 | |||
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Granted December 17, 2009
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1,150,000 | |||
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Balance outstanding, December 31, 2009
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2,300,000 | |||
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Granted December 17, 2010
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1,150,000 | |||
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Balance outstanding, December 31, 2010 and June 30, 2011
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3,450,000 |
Stock options outstanding at June 30, 2011 consist of:
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Date Granted
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Number Outstanding
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Number Exercisable
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Exercise Price
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Expiration Date
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December 22, 2008
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1,150,000 | 1,150,000 | $ | 0.02 |
December 22, 2013
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December 17, 2009
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1,150,000 | 1,150,000 | $ | 0.02 |
December 17, 2014
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December 17, 2010
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1,150,000 | 1,150,000 | $ | 0.02 |
December 17, 2015
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Total
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3,450,000 | 3,450,000 | |||||||||||
The Company uses the treasury stock method to account for the dilutive effect of unexercised stock options in calculating diluted weighted average shares outstanding.
NOTE 13 – Franchises and Market Area Activities
Franchises
During the six months ended June 30, 2011 and 2010, the Company sold 0 and 1 new franchise, respectively. As of June 30, 2011 and 2010, the Company had 43 and 43 active franchised locations, respectively. Throughout each year several franchises are returned to the Company’s control either through foreclosures or abandonment.
Market Areas
During the six months ended June 30, 2011 and 2010, the Company sold no rights to develop new market areas.
F-10
NOTE 14 – Retirement Plan
In November, 2006, the Company adopted a qualified deferred arrangement 401(k) plan where employees may contribute up to the Internal Revenue Service deferred compensation limit for 401(k) plans, which was $16,500 in 2010. The plan allows the Company to make optional non-elective contributions into the plan for full-time employees. For the six months ended June 30, 2011 and 2010, Company contributions to the plan (which are expensed when incurred) were $10,850 and $0, respectively.
F-11
The following discussion and analysis of financial condition and results of operations should be read in conjunction with the Company’s consolidated financial statements and notes thereto included elsewhere herein. The statements disclosed herein include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. The Company’s actual results could differ materially from those projected in the forward-looking statements as a result of certain risks and uncertainties, including, but not limited to , competition in the finance industry for franchising companies and retail automobile and truck repair service, and other risks detailed from time to time in the Company’s filings with the Securities and Exchange Commission.
OVERVIEW
Tilden Associates, Inc. (the “Company”) is a Delaware Corporation. Its principal business is to sell automotive franchises and to administer and support full service automotive repair centers carrying its trademarks. The Company’s operations are based at 300 Hempstead Turnpike, West Hempstead, New York, 11552.
RESULTS OF OPERATIONS
Three Months Ended June 30, 2011 vs Three Months Ended June 31, 2010
Revenue decreased to approximately $266,000 in the second quarter of 2011 from approximately $268,000 in the second quarter of 2010, representing a 1% decrease. The decrease in overall revenue was primarily attributed to a decrease in initial franchise acquisition fees of $5,000. This decrease was partially offset by an increase in rental income of approximately $3,000. The decrease in initial franchise acquisition fees is attributable to the recording of a franchise transfer fee in connection with the sale of the company owned location in the second quarter 2010 compared to no initial franchise acquisition fees earned in the second quarter of 2011. The increase in rental income was attributable to an increase in the rents charged to locations subleased to franchisees during the second quarter of 2011. The Company has not engaged in the operation of a company-owned store and has not been able to sell equipment since 2007. In prior periods the Company occasionally operated company owned locations, on a temporary basis, when it determined that such activity would enhance the potential re-sale value of its repossessed locations. The Company typically attempts to sell equipment to franchisees that open new Tilden locations and accordingly, equipment sales often correlate to initial franchise sales. Miscellaneous income is primarily made up of bad debt recoveries received in collection proceedings and commissions and rebates earned from vendors.
Cost of Operations decreased to approximately $126,000 in the second quarter of 2011 from approximately $138,000 in the second quarter of 2010, representing a 9% decrease. As a percentage of revenue, operating costs were 47% and 52%, respectively for the periods reported. The overall decrease was primarily attributable to decreases in franchise development fees, broker fees and rent paid for real estate sublet of $6,000, $3,000 and $2,600, respectively. The decrease in the franchise development fees and brokers fees relates to the costs incurred in the repossession and sale of one location sold during the second quarter of 2010 as compared to none during the second quarter of 2011. The decrease in rent paid for real estate sublet is a result of the Company’s obligation to pay rent on one less location during the second quarter of 2011 than during the second quarter of 2010 partially offset by increases in rent expense at remaining subleased locations.
Selling, general and administrative expenses decreased to approximately $170,000 in the second quarter of 2011 from approximately $221,000 in the second quarter of 2010, representing a 23% decrease. The changes in the composition of selling, general and administrative expenses during the second quarter were predominately attributed to a decrease in salaries and wages, bad debt expense, and travel and entertainment of approximately $44,000, $30,000, and $3,000, respectively. These decreases were partially offset by an increase in employee benefits, professional fees and auto expense of approximately $11,000, $10,000, and $2,000 respectively. The decrease in salaries and compensation was primarily the result of 1) ) the Company’s revision of the service period covered by stock options from five years to, all currently earned, at June 30, 2010. During the three months ended June 30, 2010, the Company recorded compensation expense of $33,838 on the options as compared to none in the second quarter of 2011, and 2) the reduced number of employees from five in the second quarter of 2010 to four during the second quarter of 2011. The decrease in bad debt expense during the second quarter of 2011 was attributable to a decrease in the number of franchises requiring reserve and write-off during the period. The decrease in travel and entertainment costs during the second quarter of 2011 was attributable to the Company’s efforts to reduce overhead costs. The increase in professional fees was the result of increased legal fees incurred in connection with collection of past due rent and royalties received during the second quarter of 2011. The increase in employee benefits is a result of the Company’s expensing of an elective contribution to its 401k plan in the amounts of $11,000 and $0 during the second quarters ended June 30, 2011 and 2010, respectively.
F-12
Six Months Ended June 30, 2011 vs Six Months Ended June 30, 2010
Revenue decreased to approximately $556,000 through the second quarter of 2011 from approximately $602,000 through the second quarter of 2010, representing an 8% decrease. The decrease in overall revenue was primarily attributed to decreases in sales of company owned locations and initial franchise acquisition fees of $93,000 and $10,000, respectively. The decrease in sales of company owned locations was attributable to the sale of one company owned location during the first six months of 2010 as compared to none in the first six months of 2011. The decrease in initial franchise fees is attributable to the recording of a franchise transfer fee in connection with the sale of the company owned location in the first six months of 2011 compared to no initial franchise acquisition fees earned in the first six months of 2011. During the year ended December 31, 2010 and through the second quarter 2011 the Company has been unable to sell a new franchise or market area which it attributes primarily to the continued difficulty for small businesses to obtain credit. Although the Company believes that the auto repair business continues to present opportunities for new locations, it cannot accurately forecast when it will see an increase in sales of new franchises and market areas. The decreases in revenue were offset primarily by increases in royalty fees of approximately $14,000 and rental income of approximately $44,000. The increase in royalty fees recorded during the first six months ended June 30, 2011 as compared to the six months ended June 30, 2010 was attributable to increased royalty fees remitted per franchise due to increased sales at several of the Company’s franchised locations. The increase in rental income is due to the Company’s ability to collect past-due rent on two locations during the six months ended June 30, 2011.
Cost of revenues decreased to approximately $248,000 through the second quarter of 2011 from approximately $279,000 through the second quarter of 2010, representing an 11% decrease. As a percentage of revenue, cost of revenues were 45% and 46%, respectively for the periods reported. The overall decrease was primarily attributable to decreases in the cost of Company owned locations purchased for resale and brokers fees of, approximately $20,000 and $12,000 respectively. This was offset by an increase in rent paid for real estate sublet of approximately $6,000. The decrease in cost of Company owned locations purchased for resale and brokers fees relates to the costs incurred in the repossession and sale of one location sold during the first six months of 2010 as to none sold in the first six months of 2011. The increase in rent paid for real estate sublet is a result of the Company’s obligation to pay rent on one more location during the six months ending June 30, 2011 as compared to the six months ending June 30, 2010.
Selling, general and administrative expenses decreased to approximately $324,000 through the second quarter of 2011 from approximately $402,000 through the second quarter of 2010, representing a 20% decrease. The decrease in selling, general and administrative expenses through the second quarter was predominately attributed to decreases in salaries and wages, bad debt expense, office expense and settlement costs of approximately $55,000, $41,000, $5,000, and $5,000, respectively. The decreases were partially offset by increases in professional fees and employee benefits of $16,000 and $11,000, respectively. The decrease in bad debt expense was during the first six months of 2011 was attributable to a decrease in the number of franchises requiring reserve and write-off during the period. The decrease in salaries and compensation was primarily the result of 1) ) the Company’s revision of the service period covered by stock options from five years to all currently earned, at June 30, 2010. During the six months ended June 30, 2010, the Company recorded compensation expense of $33,838 on the options as compared to none through the second quarter of 2011, and 2) the reduced number of employees from five during the first six months of 2010 to four through the second quarter of 2011. The decrease in settlement costs during the first six months of 2011 was attributable to the settlement of a legal matter relating to a merger and reorganization contemplated by the Company in 2008 which was paid in full in the first six months of 2011. There were no settlement costs in the first six months of 2010. The increase in professional fees was the result of increased legal fees incurred in connection with collection of past due rent and royalties received during the first six months ending June 30, 2011. The increase in employee benefits is a result of the Company’s expensing of an elective contribution to its 401k plan in the amounts of $11,000 and $0 through the second quarters ended June 30, 2011 and 2010, respectively.
LIQUIDITY AND CAPITAL RESOURCES
Working capital at June 30, 2011 was approximately $408,000, compared to working capital of approximately $483,000 at December 31, 2010. The ratio of current assets to current liabilities was 2.3:1 at June 30, 2011 and 2.1:1 at December 31, 2010. Cash used for operating activities through the second quarter of 2011 was approximately $57,000 compared to cash used for operating activities through the second quarter of 2010 of approximately $97,000.
F-13
Cash and accounts and notes receivable decreased to approximately $844,000 at June 30, 2011 from approximately $887,000 at December 31, 2010, while accounts payable and accrued expenses decreased to approximately $144,000 at June 30, 2011 from approximately $198,000 at December 31, 2010.
Although the Company plans to continue to expand to the extent that resources are available, the Company has no firm commitments for capital expenditures in other areas of its business. The Company’s current business plan and objective is to continue expanding the number of franchises in its system through sales of new franchises, as well as through acquisitions of other franchises similar to the acquisitions they have done in the past. The Company also remains committed to providing support for its existing franchisees.
The Company has not paid any dividends in the past and does not contemplate paying any in the foreseeable future.
Some of the Company’s subsidiaries lease properties on which franchisees are located. The franchisees typically pay rent to these subsidiaries and, in some cases, may pay rent directly to the lessor.
The Company has approximately $475,000 in working capital. The Company believes that its working capital and cash generated by operations will be sufficient to implement its business plan in the short-term. The Company will need to increase its franchise and market area sales in order to maintain adequate liquidity on a long-term basis.
The Company lost its line of credit during the year ended December 31, 2010.
In addition, several franchisees are significantly in arrears in the payment of royalties. Management, however, has addressed these arrearages and resolutions are negotiated with the franchisees on an individual basis.
Critical Accounting Policies:
Our significant accounting policies are described in Note 1 to the financial statements contained in our annual report on Form 10-K. Our financial statements are prepared in accordance with accounting principles generally accepted in the United States of America. The following policies, we believe, are our most critical accounting policies and are explained below.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from the estimates.
Revenue Recognition
The Company recognizes revenue in several ways: Initial fees from sale of franchises, market area sales to market developer partners, royalties (as a percentage of gross revenues) from franchisees, transfer fees upon assignment of franchise rights, equipment sales, rental of premises to franchisees and the re-sale of Company owned automotive repair centers which are abandoned or re-possessed and developed for potential sale to franchisees. The Company has also recognized revenue by identifying, purchasing and re-selling commercial real estate typically connected with locations which it leases to automotive operators.
Franchise fee revenue for initial franchise fees and from market area sales to market developer partners is recognized upon the execution of a franchise agreement and when all material services or conditions relating to the sale have been successfully completed by the Company. Initial franchise fees are priced at $29,900 for a new location and market area rights are priced at $50,000 for the right to develop up to ten locations in a specified market area. Market developer partners receive a percentage of royalty fees for development and management of their market and are responsible for substantially all training and other services required in opening new franchises in their regions. The cost of a new franchise was increased from $25,000 to $29,900 effective in 2011.
F-14
a) Evaluations of disclosure controls and procedures.
Based on an evaluation of the effectiveness of the Company’s disclosure controls and procedures as of a date within 90 days of the filing date of this quarterly report, the Chairman, Chief Executive Officer and Chief Financial Officer, who is the same person, concluded that the Company’s disclosure controls and procedures are effective in timely alerting them to material information relating to the Company required to be included in the Company’s periodic SEC filings.
b) Changes in internal control.
Disclosure controls and procedures are our controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file under the Exchange Act is accumulated and communicated to our management, including principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
There have been no significant changes in the Company’s internal controls or in other factors that could significantly affect these controls subsequent to the date of the evaluation.
F-15
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Legal Proceedings
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None.
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Changes in Securities and Use of Proceeds
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None.
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Defaults Upon Senior Securities
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None.
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Submission of Matters to a Vote of Security Holders
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None.
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Other Information
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None.
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Exhibits
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(a)
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Exhibits
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99.1 - Certification of the Chief Executive officer and Acting Chief Financial Officer pursuant to 18U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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(b)
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Reports on Form 8-K
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None.
F-16
TILDEN ASSOCIATES, INC. AND SUBSIDIARIES
In accordance with section 13 or 15(d) of the Exchange Act, the Registrant caused this report to be signed by the undersigned, thereunto duly authorized.
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Date: August 19, 2011
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TILDEN ASSOCIATES, INC.
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By:
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/s/ ROBERT BASKIND
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Robert Baskind
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President and Chief Executive Officer
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In accordance with the Exchange Act, this report has been signed below by the following person on behalf of the Registrant and in the capacity and on the date indicated.
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Signatures
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Titles
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Date
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By:
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/s/ ROBERT BASKIND
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Chairman of the Board, President
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August 19, 2011
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Robert Baskind
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Chief Executive Officer (Principal
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Executive and Financial Officer)
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F-17