XOTC:HOUM Quarterly Report 10-Q Filing - 6/30/2012

Effective Date 6/30/2012

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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, 2012
 
( )  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)
 
Delaware
13-4167393
(State of Incorporation)
(IRS Identification Number)
 
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:  199,950,602 as of June 30, 2012.
 

 
 

 
 
ITEM 1.
FINANCIAL STATEMENTS (UNAUDITED)
 




 
 

HOTEL OUTSOURCE MANAGEMENT
INTERNATIONAL, INC. AND ITS SUBSIDIARIES


INTERIM CONSOLIDATED FINANCIAL STATEMENTS

AS OF

June 30, 2012

UNAUDITED


INDEX


PART I - FINANCIAL INFORMATION
PAGE
   
Item 1 –CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 
   
 
Balance Sheets -
 
 
  June 30, 2012 and December 31, 2011
F2-F3
     
 
Statements of Operations -
 
 
  Six and three months ended June 30, 2012 and 2011
F4
     
 
Statements of Cash Flows -
 
 
  Six months ended June 30, 2012 and 2011
F5-F6
     
 
Notes to the Financial Statements
F7-F11
     
 
 
- - - - - - - - - - - - - - - - -
 

 
F1 

 
HOTEL OUTSOURCE MANAGEMENT
INTERNATIONAL, INC. AND ITS SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

US Dollars in thousands
 
 
     
As of
June 30,
 
As of December 31,
     
2012
 
2011
     
(Unaudited)
 
(Audited)
 ASSETS
         
           
CURRENT ASSETS:
         
           
Cash and cash equivalents
   
 140
 
291
Short-term bank deposits
   
54
 
54
Trade receivables (net of allowance for doubtful accounts of $ zero as of June 30, 2012 and December 31,2011)
   
554
 
436
Other accounts receivable
   
206
 
240
Inventories
   
352
 
355
           
TOTAL CURRENT ASSETS
   
1,306
 
1,376
           
           
PROPERTY AND EQUIPMENT, NET:
         
           
Minibars and related equipment
   
4,116
 
3,964
Other property and equipment
   
28
 
13
           
TOTAL PROPERTY AND EQUIPMENT
   
4,144
 
3,977
           
OTHER ASSETS:
         
           
Deferred expenses, net
   
14
 
17
Intangible assets
   
45
 
47
           
TOTAL OTHER ASSETS
   
59
 
 64
           
TOTAL
   
5,509
 
5,417
 
The accompanying notes are an integral part of the consolidated financial statements.

 
F2 

 
HOTEL OUTSOURCE MANAGEMENT
INTERNATIONAL, INC. AND ITS SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

US Dollars in thousands (except share data)
 
     
 
As of
June 30,
 
 
As of December 31,
     
2012
 
2011
 LIABILITIES AND SHAREHOLDERS' EQUITY
   
(Unaudited)
 
(Audited)
           
CURRENT LIABILITIES:
         
           
Current maturities of long-term loans from related parties
   
180
 
133
Current maturities of long-term loans from others
   
237
 
228
Trade payables
   
    935
 
555
Accrued expenses and other current liabilities
   
405
 
389
           
TOTAL CURRENT LIABILITIES
   
1,757
 
1,305
           
LONG-TERM LIABILITIES:
         
           
Long-term loans from related parties ,net of current maturities
   
786
 
557
Long-term loans from others ,net of current maturities
   
466
 
2,341
Accrued severance pay, net
   
46
 
38
           
TOTAL LONG-TERM LIABILITIES
   
1,298
 
2,936
           
           
SHAREHOLDERS' EQUITY:
         
           
Share capital -
         
 Preferred stock of $ 0.001 par value –
5,000,000 shares  authorized; zero shares  issued and outstanding as of  June 30, 2012 and December 31, 2011;
   
-
 
-
 Common stock of $ 0.001 par value –
205,000,000 shares authorized; 199,950,602 shares issued and  outstanding as of  June 30, 2012 and 89,453,364 as of December 31, 2011.
   
200
 
89
Additional paid-in capital
   
12,074
 
10,185
Capital reserve
   
1,597
 
300
Accumulated other comprehensive income
   
44
 
62
Accumulated deficit
   
(11,461)
 
(9,460)
           
TOTAL SHAREHOLDERS' EQUITY
   
2,454
 
1,176
           
TOTAL
   
5,509
 
5,417
 
 
The accompanying notes are an integral part of the consolidated financial statements.
 

 
F3 

 
HOTEL OUTSOURCE MANAGEMENT
INTERNATIONAL, INC. AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS

US Dollars in thousands (except share and per share data)
 
 
   
For the Three
 
For the Six
 
 
Months Ended June 30,
 
Months Ended June 30,
   
2012
 
2011
 
2012
 
2011
   
(Unaudited)
                 
Revenues
 
 870
 
 863
 
 1,728
 
 1,573
                 
Costs of revenues:
               
Depreciation
 
(145)
 
(164)
 
(290)
 
(330)
Other
 
(613)
 
(549)
 
(1,143)
 
(969)
                 
Gross profit
 
 112
 
 150
 
 295
 
 274
                 
Operating expenses:
               
                 
Research and development
 
(32)
 
(24)
 
(66)
 
(50)
                 
Selling and marketing
 
(72)
 
(82)
 
(134)
 
(176)
                 
General and administrative
 
(297)
 
(370)
 
(606)
 
(733)
                 
Operating loss
 
(289)
 
(326)
 
(511)
 
(685)
                 
Financing expenses and foreign currency translation, net
 
(98)
 
 (97)
 
(182)
 
(183)
                 
Benefit Reduction for Loan*
 
(1,296)
 
-
 
(1,296)
 
-
                 
Other expenses, net
 
(1)
 
(4)
 
(12)
 
(1)
                 
Loss before taxes on income
 
(1,684)
 
(427)
 
(2,001)
 
(869)
                 
Provision for income taxes
 
-
 
(1)
 
-
 
(1)
                 
Net loss
 
(1,684)
 
(428)
 
(2,001)
 
(870)
                 
Basic and diluted net loss per share
 
(0.022)
 
(0.005)
 
(0.022)
 
(0.010)
                 
Number of shares used in computing basic and diluted net loss per share
 
 90,681,111
 
 89,453,364
 
 90,067,238
 
 89,453,364
 
 
*See also Note 5.
 
 
The accompanying notes are an integral part of the consolidated financial statements
 
 
 
F4 

 
HOTEL OUTSOURCE MANAGEMENT
INTERNATIONAL, INC. AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

US Dollars in thousands
 
     
For the Six Months Ended June 30,
     
2012
 
2011
     
(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
         
Net loss
   
(2,001)
 
(870)
Adjustments to reconcile net loss to net cash used in operating activities:
     
Depreciation and amortization
   
302
 
346
Increase in accrued severance pay, net
   
8
 
4
Interest and linkage differences in regard to shareholders and subsidiaries
   
(21)
 
(43)
Financial expenses for the benefit component in converting a loan into shares
   
                            1,296
 
                            -
Benefit component in loans amortization
 
 
37
 
-
Changes in assets and liabilities:
         
Decrease (Increase) in inventories
   
 4
 
(67)
Increase in trade receivables
   
(118)
 
(75)
Increase in related parties
   
33
 
2
Decrease (Increase) in other accounts receivable
   
(24)
 
55
Increase in trade payables
   
49
 
185
Increase (Decrease) in accounts payable and accrued expenses
   
   (22)
 
   51
           
Net cash used in operating activities
   
(457)
 
(412)
           
CASH FLOWS FROM INVESTING ACTIVITIES:
         
Proceeds from sale of property and equipment
   
60
 
38
Purchases and production of property and equipment
   
(132)
 
(233)
Short-term bank deposits, net
   
-
 
3
           
Net cash provided by (used in) investing activities
   
(72)
 
(192)
           
CASH FLOWS FROM FINANCING ACTIVITIES:
         
Proceeds from (payments to) related parties, net
   
30
 
(28)
Proceeds from (payments of) long term loans from others, net
   
129
 
375
Proceeds from long-term loans from shareholders, net
   
220
 
-
           
Net cash provided by financing activities
   
           379
 
           347
           
Effect of exchange rate changes on cash and cash equivalents
   
(1)
 
30
Decrease  ( Increase ) in cash and cash equivalents
   
(151)
 
(227)
Cash and cash equivalents at the beginning of the period
   
       291
 
       708
Cash and cash equivalents at the end of the period
   
140
 
         481
 
 
The accompanying notes are an integral part of the consolidated financial statements.

 
F5 

 
HOTEL OUTSOURCE MANAGEMENT
INTERNATIONAL, INC. AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

US Dollars in thousands
 
Appendix A -
 
Supplemental disclosure of non-cash investing and financing activities and cash flow information:
For the Six Months Ended June 30,
       
2012
 
2011
     
(Unaudited)
 
Non-cash investing and financing activities:
         
             
Acquisition of property and equipment on short-term credit
   
460
 
87
           
Receivables in regard to property and equipment
   
51
 
216
           
Conversion of loan into shares
   
2,000
 
-
           
Cash  paid during the year for interest
   
151
 
121
             
 
 
 
 
 
 
 
 
The accompanying notes are an integral part of the consolidated financial statements.
 
 
 
 
 
 
 
 
 
 
 

 
  F6

 
HOTEL OUTSOURCE MANAGEMENT
INTERNATIONAL, INC. AND ITS SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

US Dollars in thousands
 
NOTE 1:-   NATURE OF OPERATIONS AND BASIS OF PRESENTATION
 
a.  
Hotel Outsource Management International, Inc. ("HOMI") was incorporated in Delaware on November 9, 2000. HOMI and its subsidiaries are engaged in the distribution, marketing and operation of computerized minibars in hotels located in the United States, Europe, Israel and Canada.
 
Hereinafter, HOMI and its subsidiaries will be referred to as the "Company."
 
The Company has been doing business since 1997 through various subsidiaries. The current corporate structure, in which it is holding company for various wholly owned subsidiaries around the world, has been in place since 2001. The Company common stock was listed on the Over-the-Counter Bulletin Board, or "OTC Bulletin Board" from February 2004 until February 2011.  It now trades on the OTCQB under the symbol "HOUM.PK."
 
b.  
During 2006, the Company commenced its own research and development program aimed at the development of a new range of products. The HOMI® 336 (the "System"), a novel, computerized minibar system designed to increase the accuracy of the automatic billing and reduce the cost of operating the minibars. Further, the HOMI® 330 system, a smaller version of the HOMI® 336, is currently in production.
An additional model “HOMI® 232” of Open Display, Open Access Computerized Minibars, was installed during 2010 in several Hotels.
During the current period, the company started in research and development of an additional product, HOMI® 226.
 
c.  
Commencing 2009, HOMI has begun to implement a new business model. Under the new                business model, the Company sells or receives loans against HOMI minibars, installed or to be installed in various hotels. Under this model, HOMI shall continue to manage and operate these minibars in return for a management fee and profit sharing arrangements.
 
d.  
 As of June 30, 2012, the Company had $194 in cash, including short term deposits.
The Company continues to incur losses ($2,133 in the six months ended June 30, 2012) and also has a deficit in working capital of $ 449 for this period.
In order to implement the Company's basic business plan for completion of the installation of additional minibars, the Company will need additional funds.
 
The Company's preferred method is the new business model, described in item c. above.
In addition, the Company signed new loan agreements with shareholders, for the amount of $300, see also Note 6.
 
The continuation of the company as a going concern is dependent upon implementation of management's plans as well as raising additional funds from shareholders or others.
 
 
The financial statements do not include any adjustments regarding asset and liability valuations and their restatement that would likely be required in the event that the company would not be able to continue its operations as a "going concern".
 
e.  
See also Note 5.

 
F7 

 
HOTEL OUTSOURCE MANAGEMENT
INTERNATIONAL, INC. AND ITS SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

US Dollars in thousands
 
NOTE 2:-   SIGNIFICANT ACCOUNTING POLICIES
 
a.  
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with Rule 8-03 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments (consisting of normal and recurring adjustments) necessary for a fair presentation have been included. Operating results for the six months ended June 30, 2012 are not necessarily indicative of the results that may be expected for the year ended December 31, 2012. The accompanying interim consolidated financial statements and the notes thereto should be read in conjunction with the Company's audited consolidated financial statements as of and for the year ended December 31, 2011 included in the Company's Form 10-K filed March 30, 2012.
 
b.  
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The reported amounts of revenues and expenses during the reporting period may be affected by the estimates and assumptions management is required to make.  Estimates that are critical to the accompanying consolidated financial statements relate principally to depreciation and recoverability of long lived assets.  The markets for the Company’s products are characterized by intense price competition, rapid technological development, evolving standards and short product life cycles; all of which could impact the future realization of its assets. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the period that they are determined to be necessary.  It is at least reasonably possible that management’s estimates could change in the near term with respect to these matters.
 
c.  
Financial Statements in U.S. dollars
The majority of the Company's sales are in U.S. dollars or in dollar linked currencies. In addition, the majority of the Company's financing is received in U.S. dollars. Accordingly, the Company has 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 US dollars. All transaction gains and losses from the re-measurement of monetary balance sheet items denominated in non-dollar currencies are reflected in the statements of operations as financial income or expenses, as appropriate.
 
The financial statements of foreign subsidiaries, whose functional currency is not the U.S. dollar, have been translated into U.S. 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 the average exchange rate for the period. The translation differences are attributed to the capital reserve from translation differences.

 
F8 

 
HOTEL OUTSOURCE MANAGEMENT
INTERNATIONAL, INC. AND ITS SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

US Dollars in thousands
 
 
NOTE 2:-   SIGNIFICANT ACCOUNTING POLICIES (cont.)
 
d.  
Concentrations of Credit Risk and Fair Value of Financial Instruments
The financial instruments of the Company consist mainly of cash and cash equivalents, short-term bank deposits, trade receivables, other accounts receivable, short-term bank credit, trade payables, other accounts payable and notes payable to shareholders and others.
 
In view of their short term nature, the fair value of the financial instruments included in working capital of the Company is usually identical, or close, to their carrying values. The fair values of long-term notes payable also approximates their carrying values, since such notes bear interest at rates that management believes is approximately the same as prevailing market rates.
 
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, and trade receivables. The majority of the Company's cash and cash equivalents are invested in interest bearing U.S. dollar and U.S. dollar-linked instruments or in NIS and Euro interest bearing deposits with major Israeli, U.S. and European banks. Such deposits in the United States may be in excess of insured limits and are not insured in other jurisdictions. Management believes that the financial institutions that hold the Company's investments are financially sound, and accordingly, minimal credit risk exists with respect to these investments.
 
  e.  
 Exchange rates
Exchange and linkage differences are charged or credited to operations as incurred.
 
Exchange rates and the Consumer Price Index ("CPI") in Israel:
 
   
June 30,
 
December 31,
   
2012
 
2011
New Israeli Shekel (NIS)
 
$  0.255
 
                   $  0.262
Euro (EU)
 
$  1.257
 
   $  1.292
Australian Dollar (AU$)
 
$  1.017
 
   $  1.015
Pound Sterling (GBP)
 
$  1.563
 
   $  1.542
Canadian Dollar (CAN$)
 
$  0.975
 
                   $  0.979
Consumer Price Index ("CPI"):
 
                 121.88
 
                   120.38
         
   
Six Months Ended
June 30,
Increase (Decrease) in Rate of Exchange and the Consumer Price Index ("CPI") in Israel:
 
2012
 
2011
NIS
 
(2.67 %)
 
3.9 %
EU
 
(2.70 %)
 
8.5 %
AU$
 
                0.20 %
 
 1.7 %
GBP
 
                1.36 %
 
 3.4 %
CAN$
 
                0.00 %
 
1.1 %
Consumer Price Index ("CPI"):
 
                1.25 %
 
                     1.1 %
         
 

 
F9 

 
HOTEL OUTSOURCE MANAGEMENT
INTERNATIONAL, INC. AND ITS SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

US Dollars in thousands
 
NOTE 2:-   SIGNIFICANT ACCOUNTING POLICIES (cont.)
 
  f.   
Implementation of New Accounting Standards
 
In July 2010, the FASB issued an update to ASC 310, "Receivables," that requires enhanced and additional disclosures that will provide financial statement users with greater transparency about a reporting entity's allowance for credit losses and the credit quality of its financial receivables. The new and amended disclosure requirements focus on such areas as non accrual and past due financing receivables, allowance for credit losses related to financing receivables, impaired loans, credit quality information and modifications. The ASU requires an entity to disaggregate new and existing disclosures based on how it develops its allowance for credit losses and how it manages credit exposures. For public entities, the disclosures as of the end of a reporting period are effective for interim and annual reporting periods ending on or after December 15, 2010. The disclosures about activity that occurs during a reporting period are effective for interim and annual reporting periods beginning on or after December 15, 2010.
 
In January 2011, the FASB issued an additional update to ASC 310 which temporarily delayed the effective date of the disclosures in regard to troubled debt restructuring abovementioned. Currently, that guidance is anticipated to be effective for interim and annual periods ending after June 15, 2011. The adoption of this Standard does not have an effect on the Company.
 
 
 NOTE 3:-    FIXED ASSETS
 
Number of minibars
 
The consolidated financial statements include the accounts of HOMI and its active subsidiaries listed below, which are fully owned by HOMI:
 
   
Number of Minibars Operated
Subsidiary Name
Area
30.06.2012
 
30.06.2011
HOMI Industries Ltd. (1)
Israel
     
HOMI Israel Ltd. (1), (3)
Israel
4,347
 
3,710
HOMI USA, Inc. and
HOMI Canada, Inc. (1), (3)
U.S.A. and Canada
 
3,516
 
 
4,187
HOMI Europe (1), (2), (3)
Europe
1,499
 
776
   
9,362
 
8,673
 
(1)  
A quantity of minibars are owned by HOMI Industries and rented to the subsidiaries.
 As of June 30, 2012 the minibars are located as follows:
 
 
HOMI U.S.A.
 
HOMI
Israel Ltd.
 
 
Europe
 
 
Total
Number of minibars
1,490
 
2,233
 
1,499
 
5,222
 
(2)  
Through subsidiaries in France and the U.K (including a branch in Spain).
 
(3)  
Including HOMI® 232 shared operated minibars. As of June 30, 2012 located as follows:\
 
 
HOMI U.S.A.
 
HOMI
Israel Ltd.
 
 
Europe
 
 
Total
Number of minibars
246
 
819
 
0
 
1,065
 
In addition the Company operates 1,157 minibars in Israel and 72 minibars in the U.S.A. that are not owned by the Company.
 
 
F10

 
HOTEL OUTSOURCE MANAGEMENT
INTERNATIONAL, INC. AND ITS SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

US Dollars in thousands
 
NOTE 4:-     RELATED PARTIES TRANSACTIONS
 
During the six months ended June 30, 2012 and 2011, the Company incurred various related parties expenses as follows:
 
 
For the Three Months Ended
June 30,
 
For the Six  Months Ended June 30,
 
2012
 
2011
 
2012
 
2011
 
Unaudited
 
Unaudited
Directors' Fees and Liability Insurance
9
 
10
 
18
 
20
Consulting and Management Fees
106
 
146
 
202
 
294
Financial Expenses
43
 
18
 
82
 
36
Total
158
 
174
 
302
 
350
 
See also Note 5.
 
NOTE 5: -    SIGNIFICANT EVENTS DURING THE PERIOD
 
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 received $2,000. 
This amount was presented as of December 31, 2011 in long-term liabilities as a loan from others.
On June 29, 2012, the loan was converted and Tomwood received an allocation of 110,497,238 Company shares in the price of $ 0.0181 dollar per share. As a result of the conversion, Tomwood now holds approximately 55% of the Company's issued share capital.
Value of the costed benefit component of this transaction in the amount of approximately $ 1,296, was charged to capital and offset against financing expenses.
Any and all liens on HOMI assets used as security for the Tomwood loan are being removed.
 
NOTE 6:-     EVENTS SUBSEQUENT TO BALANCE SHEET DATE
On July 12, 2012, HOMI received two new loans from shareholders amounting to $ 300, bearing 8% annual interest. Each loan is for a period of four years, including two years’ grace on the principal. Pursuant to the loan agreements, HOMI stated its intention to perform a rights offering. In the event of such rights offering, HOMI will have the right to repay all or part of the loans by issuing shares of HOMI’s common stock, to the lenders, at the same price per share as in the rights offering.

 
F11 

 
 
ITEM 2.
MANAGEMENTS' DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
 
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, 2012 and our results of operations for the three months ended June 30, 2011 and 2012. 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, 2011 10-K filed with the Securities and Exchange Commission on March 30, 2012.
 
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.

 
13 

 

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, 2012 and 2011.
 
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, 2011 the Company’s balance sheet includes $3,977,000 of fixed assets, net.  As of June 30, 2012, our balance sheet included $4,144,000 of fixed assets net. The Company has completed its impairment test for the six months ended June 30, 2012 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. 

 
14 

 
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. 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 was listed on the Over-the-Counter Bulletin Board, or "OTC Bulletin Board" from February 2004 to February 2011 under the symbol "HOUM.OB."  It is currently listed on the OTCQB under the symbol HOUM.PK.

 
15 

 
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:
 
 
(1)
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;
 
 
(2)
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;
 
 
(3)
Labor costs relating to the minibar attendants;
 
 
(4)
General and Administrative, and Marketing expenses;
 
 
(5)
Maintenance costs relating to the minibar systems;
 
 
(6)
Finance expenses.
 
 
RESULTS OF OPERATIONS - THREE MONTHS ENDED JUNE 30, 2012 COMPARED TO JUNE 30, 2011.
 
REVENUES
 
For the three months ended June 30, 2012 and 2011, HOMI had revenues of $ 870,000 and $ 863,000, respectively, an increase of $7,000 or 1.00 %. These revenues arise primarily from the sale of refreshments in the minibars.
 
For the three months ended June 30, 2012, our three largest customers accounted for approximately 28.83 % of our total revenues.  During the same period of 2011, our three largest customers collectively comprised 29.44 % of our total revenues.
  
GROSS PROFIT
 
Gross profit, before consideration of depreciation expense, decreased from $314,000 for the three months ended June 30, 2011 to $ 257,000.  For the three months ended June 30, 2012, gross profit before consideration of depreciation expense a decrease of $57,000. Comparing the three month periods ended June 30 2011 and 2012, gross profit margin, before consideration of depreciation expense, decreased from 36.38 % to 29.54 %.
 
Gross profit, after consideration of depreciation expense, decreased from $150,000 for the three months ended June 30, 2011 to $ 112,000 for the three months ended June 30, 2012, a decrease of $38,000.  Gross profit margin decreased from 17.4 % to 12.9 %, for the same reasons mentioned above.
 
The Operation of the HOMI® 232 minibar and the associated computerized trays required additional costs that reduced the gross profit margin.

 
16 

 
COSTS OF REVENUES   
 
Cost of Revenues, before consideration of depreciation expense, for the three months ended June 30, 2011 and 2012 were $ 549,000 and $ 613,000, respectively, an increase of $64,000 or
11.7 %.  This increase in cost of revenues is due primarily to 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, 2011 and 2012 approximated $164,000 and $145,000, respectively, a decrease of $19,000. As a percentage of revenues, depreciation expense decreased from 19.0 % to 16.7 %.
  
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. The research and development of an additional product, HOMI® 226, began in the first quarter of 2012. Total research and development expenses for the three months ended June 30, 2011 were $24,000, and $32,000 for the three months ended June 30, 2012.
 
OPERATING EXPENSES
 
General and Administrative expenses were $370,000 for the three months ended June 30, 2011 and $297,000 for the three months ended June 30, 2012. As a percentage of revenues, general and administrative expenses decreased from 42.9 % to 34.1 %.  This decrease is due to cost reduction and ongoing saving efforts in general and administrative expenses.
 
Selling and Marketing expenses decreased from $82,000 for the three months ended June 30, 2011 to $72,000 for the three months ended June 30, 2012, or by 12.2 %, primarily as a result of the reduction of marketing efforts.
 
FINANCIAL INCOME (EXPENSES)
 
For the three months ended June 30, 2011 we had financial expense (net) of $97,000, and for the three months ending June 30, 2012, we had financial expense (net) of $98,000.
 
BENEFIT  REDUCTION FOR LOAN
 
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 received $2,000,000. 
 
This amount was presented as of December 31, 2011 in long-term liabilities as a loan from others.
 
On June 29, 2012, the loan was converted and Tomwood received an allocation of 110,497,238 Company shares at a price of $ 0.0181 per share. As a result of the conversion, Tomwood now holds approximately 55% of  HOMI’s  issued share capital.

 
17 

 
Value of the costed benefit component of this transaction in the amount of approximately $1,296,000 was charged to capital and offset against expenses.
 
OTHER EXPENSES
 
For the three months ended June 30, 2011 and 2012 we had other expenses of $4,000 and $1,000, respectively.
 
NET LOSS
 
For the three months ended June 30, 2011 and 2012 we had net loss of $ 428,000 and $ 1,684,000, respectively.
 
 
RESULTS OF OPERATIONS - SIX MONTHS ENDED JUNE 30, 2012 COMPARED TO JUNE 30, 2011.
 
REVENUES
 
For the six months ended June 30, 2012 and 2011, HOMI had revenues of $ 1,728,000 and $1,573,000, respectively, an increase of $ 155,000 or 9.9 %.
 
This increase is mainly due to the additional minibars and computerized trays installed during this period.
 
For the six months ended June 30, 2012, our three largest customers accounted for approximately
 25.7 % of our total revenues.  For the six months ended June 30, 2011, our three largest customers accounted for approximately 29.6 % of our total revenues.
  
GROSS PROFIT
 
Gross profit, before consideration of depreciation expense, decreased from $ 604,000 for the six months ended June 30, 2011 to $585,000, for the six months ended June 30, 2012, a decrease of $19,000. Gross profit margin, before consideration of depreciation expense, decreased from
 38.4 % to 33.9 %.
 
The installations of the HOMI232 mini bars and the associated computerized trays required additional costs that reduced the gross profit margin.
 
Gross profit, after consideration of depreciation expenses, increases from $274,000 for the six months ended June 30, 2011 to $ 295,000 for the six months ended June 30, 2012, an increase of $21,000.  Gross profit margin decreased from 17.1 % to 17.4% for the same reasons mentioned above
  
COSTS OF REVENUES
 
Cost of Revenues, before consideration of depreciation expenses, for the six months ended June 30, 2011 and 2012 were $ 969,000 and $ 1,143,000, respectively, an increase of $174,000 or
18.0 %.

 
18 

 
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, required additional costs that increased the cost of revenues.
 
Depreciation expenses for the six months ended June 30, 2011 and 2012 approximated $330,000 and $290,000, respectively, a decrease of $ 40,000, or 12.1 %. As a percentage of revenues, depreciation expense decreased from 20.1 % to 16.8%.
 
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 2011 and 2012, we incurred additional expenses to improve the production of the minibars. The research and development of an additional product, HOMI® 226, began in the first quarter of 2012.  Total research and development expenses for the six months ended June 30, 2011 were $50,000 and $ 66,000 for the six months ended June 30, 2012.
 
OPERATING EXPENSES
 
General and Administrative expenses decreased from $733,000 for the six months ended June 30, 2011 to $606,000 for the six months ended June 30 2012, a decrease of $ 127,000, or 17.3%.  As a percentage of revenues, general and administrative expenses decreased from 46.6 % to 35.1%.  The decrease is mainly due to our continued efforts to reduce expenses.
 
Selling and Marketing expenses decreased from $176,000 for the six months ended June 30, 2011 to $134,000 for the six months ended June 30, 2012, a decrease of $ 42,000 or by 23.9%.
  
FINANCIAL INCOME (EXPENSES)
 
For the six months ended June 30, 2011 and 2012 we had financial expenses (net) of $183,000 and $182,000 of financial expenses (net), respectively.
 
These amounts include interest expense (net) of approximately $181,000 and $172,000, respectively.  The remaining amounts are due primarily to currency exchange differences on US$ dominated intercompany balances.
 
BENEFIT REDUCTION FOR LOAN
 
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 received $2,000,000. This amount was presented as of December 31, 2011 in long-term liabilities as a loan from others.
 
On June 29, 2012, the loan was converted and Tomwood received an allocation of 110,497,238 HOMI common shares at a price of $0.0181 dollar per share. As a result of the conversion, Tomwood now holds approximately 55% of HOMI’s issued and outstanding shares.

 
19 

 
Value of the costed benefit component of this transaction in the amount of approximately $1,296,000 was charged to capital and offset against expenses.
 
OTHER EXPENSES
 
For the six months ended June 30, 2011 we had other expenses of $ 1,000 and for the six months ended June 30, 2012, we had other expenses of $12,000.
 
NET LOSS
 
As a result of the above, for the six months ended June 30, 2011 we had net loss of $870,000 and for the six months ended June 30, 2012, we had a net loss of $2,001,000.
 
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, 2012 of 11,461,000. During the six months ended June 30, 2012, we had net loss of $2,001,000.
 
Our financing activities resulted in cash of approximately $ 379,000 during the six months ended June 30, 2012 and during the six months ended June 30, 2012 we used cash in the amount of $457,000.
 
On June 30, 2012, we had long term liabilities of approximately $1,298,000 which are mainly comprised of loans from related parties and others.
 
At June 30, 2012, HOMI had $194,000 in cash, including short term deposits.
 
In order to implement HOMI’s basic business plan for completion of the installation of additional minibars, HOMI will need additional funds from shareholders or others.  HOMI's preferred method is its new business model, pursuant to which we obtain a loan from a third party in order to finance the purchase and installation of minibars at a specific hotel with which we have an outsourcing agreement. The minibars, once installed and operational, remain in place at the hotel, and we operate and maintain these minibars in accordance with our outsourcing agreement. A sum equal to a portion of our revenues from the outsourcing agreement is paid to the third party each month, towards repayment of the loan, usually for the duration of the outsourcing agreement, and a minimum of 8-9 years.
 
Management believes that this business model 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.
 
 
20 

 
INFLATION
 
We do not believe that inflation has had a significant impact on our consolidated results of operations or financial condition.
 
Item 3.
QUANTATATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
N/A
 
Item 4.
CONTROLS AND PROCEDURES
 
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 has 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.
 
 
21 

 
 
PART II.
OTHER INFORMATION
 
 
Item 1.
LEGAL PROCEEDINGS
 
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.
 
Item 1A.
RISK FACTORS
 
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, 2011.
 
Item 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND PROCEEDS
 
During the six months ended June 30, 2012, there were no sales of unregistered equity securities.  However, a $2,000,000 loan was converted at a rate of $. 0181 per share for a total of 110,497,238 shares.
 
Item 3.
DEFAULTS UPON SENIOR SECURITIES
 
None.
 
Item 4.
[Removed and Reserved]
 
 
Item 5.
OTHER INFORMATION
 
 
Item 6.   
EXHIBITS
 
The following exhibits are filed as part of this Form 10-Q.
 
(a)  
Exhibits required by Item 601 of Regulation S-K
  
Exhibit No.
Description
   
31.1
Certification of HOMI’s Chief Executive Officer pursuant to Rule13a- 14(a) of the Securities Exchange Act of 1934
31.2
Certification of HOMI’s Chief Financial Officer pursuant to Rule13a- 14(a) of the Securities Exchange Act of 1934
32.1
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)
  

 
22 

 
 
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.
 
 
HOTEL OUTSOURCE MANAGEMENT INTERNATIONAL, INC.
     
Dated: August 15, 2012
 By:
/s/ Daniel Cohen
 
 Name:
Daniel Cohen
 
 Title:
President
   
(Principal Executive Officer)
     
     
Dated: August  15, 2012
 By:
/s/ Jacob Ronnel
 
 Name:
Jacob Ronnel
 
 Title:
Chief Financial Officer
   
(Principal Accounting Officer)
     
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
  23

 

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XOTC:HOUM Quarterly Report 10-Q Filing - 6/30/2012
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