SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] Quarterly report pursuant to Section 13 or 15 (d)
of the Securities Exchange Act of 1934
For the Quarterly Period Ended September 30, 2000
OR
[_] Transition report pursuant to Section 13 or 15 (d)
of the Securities Exchange Act of 1934
For the transition period from ________ to ________
Commission File Number 0-21036
BLIMPIE INTERNATIONAL, INC.
(Exact name of issuer as specified in its charter)
New Jersey
(State or Other Jurisdiction of Incorporation or Organization)
13-2908793
(IRS Employer Identification No.)
740 Broadway, New York, NY 10003
(Address and Zip Code of Principal Executive Offices)
(212) 673-5900
(Issuer's Telephone Number)
Check whether the issuer (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. Yes X No ____
----
There were 9,305,904 shares of the registrant's common stock outstanding as of
November 7, 2000.
Blimpie International, Inc.
Quarterly Report on Form 10-Q
For the Quarter Ended September 30, 2000
Table of Contents
Page Number
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited):
Condensed Consolidated Balance Sheets - September 30, 2000
and June 30, 2000 3
Condensed Consolidated Statements of Income - Three
Months Ended September 30, 2000 and 1999 4
Condensed Consolidated Statements of Cash Flows - Three
Months Ended September 30, 2000 and 1999 5
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 12
SIGNATURES 13
2
PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements
BLIMPIE INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except for per share amounts) September 30 June 30
2000 2000
-------------- --------------
(Unaudited) (Note)
Assets
Current assets:
Cash and cash equivalents $ 7,519 $ 8,272
Investments 708 618
Accounts receivable, net 3,117 2,125
Prepaid expenses and other current assets 969 1,089
Deferred income taxes 155 155
Current portion of notes receivable 533 540
------- -------
Total current assets 13,001 12,799
Property and equipment, net 2,522 2,390
Other assets:
Notes receivable less current portion, net 638 666
Investments 981 970
Trademarks, net 8,219 8,249
Deferred income taxes 1,313 1,313
Other 539 673
------- -------
Total other assets 11,690 11,871
------- -------
$27,213 $27,060
======= =======
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable and other current liabilities $ 3,321 $ 3,285
Customer equipment deposits 431 238
------- -------
Total current liabilities 3,752 3,523
Deferred revenue, net 4,808 5,051
Shareholders' equity:
Common stock, $.01 par value 96 96
Additional paid-in capital 9,030 9,028
Retained earnings 10,235 10,075
Net unrealized gain on marketable securities 106 41
------- -------
19,467 19,240
Treasury stock (754) (694)
Subscriptions receivable (60) (60)
------- -------
Total shareholders' equity 18,653 18,486
------- -------
$27,213 $27,060
======= =======
Note: The condensed consolidated balance sheet at June 30, 2000 has been derived
from the audited consolidated financial statements of the Company at that date
but does not include all of the information required by accounting principles
generally accepted in the United States for complete financial statements.
See notes to condensed consolidated financial statements.
3
BLIMPIE INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Three months ended
(in thousands, except for per share amounts) September 30
2000 1999
------ ------
Revenues
Continuing fees $5,204 $4,937
Subfranchisor fees, master license fees
and sale of franchises 1,044 1,108
Store equipment sales 1,254 2,098
License fees and other income 200 134
Company restaurant sales 477 125
------ ------
8,179 8,402
Expenses
Subfranchisors' share of franchise
and continuing fees 3,150 3,037
Store equipment cost of sales 1,103 1,889
Selling, general and administrative expenses 2,903 2,991
Company restaurant operations 852 121
------ ------
8,008 8,038
------ ------
Operating income 171 364
Interest income 169 182
------ ------
Income before income taxes 340 546
Income taxes 180 263
------ ------
Net income $ 160 $ 283
====== ======
Basic and diluted earnings per share $ 0.02 $ 0.03
====== ======
Weighted average basic shares outstanding 9,339 9,471
====== ======
Weighted average diluted shares outstanding 9,339 9,498
====== ======
Dividends declared per share $0.035 $0.035
====== ======
See notes to condensed consolidated financial statements.
4
BLIMPIE INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Three months ended
(in thousands) September 30
2000 1999
------- -------
Cash Flows From Operating Activities
Net income $ 160 $ 283
Adjustments to reconcile net income to net
cash used in operating activities:
Depreciation and amortization 262 223
Incentive stock granted 2 6
Changes in operating assets and liabilities:
Accounts receivable, net (992) (249)
Prepaid expenses and other current assets 120 10
Other assets 134 (96)
Notes receivable 35 (40)
Accounts payable and other current liabilities 229 (775)
Income taxes payable - 119
Deferred revenue, net (243) (138)
------ ------
Net cash used in operating activities (293) (657)
Cash Flows From Investing Activities
Proceeds from sale of available-for-sale securities - 2,068
Reinvested dividends of available-for-sale securities (36) (1)
Purchase of trademarks (47) (8)
Purchases of property and equipment (317) (134)
------ ------
Net cash (used in) provided by investing activities (400) 1,925
Cash Flows From Financing Activities
Purchases of treasury stock (60) -
------ ------
Net cash used in financing activities (60) -
------ ------
Net (decrease) increase in cash and cash equivalents (753) 1,268
Cash and cash equivalents at beginning of period 8,272 4,682
------ ------
Cash and cash equivalents at end of period $7,519 $5,950
====== ======
See notes to condensed consolidated financial statements.
5
Notes To Condensed Consolidated Financial Statements
For the Three Months Ended September 30, 2000 (Unaudited)
Note 1: Basis of Presentation
The unaudited interim financial statements have been prepared in accordance with
accounting principles generally accepted in the United States for interim
financial statements and should be read in conjunction with the Company's June
30, 2000 Annual Report on Form 10-K.
The unaudited financial statements include all adjustments consisting of only
normal recurring accruals which are, in the opinion of management, necessary to
present a fair statement of financial position as of September 30, 2000 and the
results of operations and cash flows for the period then ended. Results of
operations for the period are not necessarily indicative of the results to be
expected for the full year. Historically, revenues from continuing fees are
highest in the Company's first and fourth fiscal quarters, and decrease in the
second and third fiscal quarters, due to seasonal factors.
No significant events have occurred subsequent to the end of fiscal year 2000,
and no material contingencies exist which would require disclosure in this
interim report.
Note 2: Earnings per Share
Earnings per share on a basic and diluted basis is calculated as follows:
Three months ended
September 30,
(in thousands, except per share amounts) 2000 1999
------ ------
Net income $ 160 $ 283
====== ======
Calculation of weighted average shares
outstanding plus assumed conversions:
Weighted average basic shares outstanding 9,339 9,471
Effect of dilutive employee stock options - 27
------ ------
Weighted average diluted shares outstanding 9,339 9,498
====== ======
Basic earnings per share $ 0.02 $ 0.03
====== ======
Diluted earnings per share $ 0.02 $ 0.03
====== ======
6
Note 3: Comprehensive Income
Comprehensive income consists of the following:
Three months ended
September 30,
(in thousands) 2000 1999
------ ------
Net income $ 160 $ 283
Net unrealized gain (loss) on
marketable securities 65 (24)
----- -----
Comprehensive income $ 225 $ 259
===== =====
Note 4: Segment Information
Interim financial information by identifiable segments is as follows:
(in thousands) Operating
Three Months Ended Income
September 30, 2000 Revenue (Loss)
------- ---------
Franchise operations:
United States $6,302 $ 621
International 135 (43)
Equipment and design 1,265 (32)
Company restaurants 477 (375)
------ -----
$8,179 171
======
Interest income 169
-----
Income before income taxes $ 340
=====
Three Months Ended
September 30, 1999
Franchise operations:
United States $6,075 $ 546
International 92 (137)
Equipment and design 2,110 (49)
Company restaurant 125 4
------ -----
$8,402 364
======
Interest income 182
-----
Income before income taxes $ 546
=====
7
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion contains forward-looking statements subject to the
safe harbor created by the Private Securities Litigation Reform Act of 1995. The
words "may," "would," "could," "will," "expect," "estimate," "believe,"
"intends," "plans" and similar expressions and variations thereof are intended
to identify forward-looking statements. Management cautions that these
statements represent projections and estimates of future performance and involve
certain risks and uncertainties. Our actual results could differ materially from
those anticipated in these forward-looking statements as a result of certain
factors including, without limitation, our ability to successfully implement the
new concepts currently being formulated; changes in global and local business
and economic conditions; consumer preferences, spending patterns and demographic
trends; food, labor and other operating costs; availability and cost of land and
construction; currency exchange rates; and other risks outside our control
referred to in the registration statements and periodic reports that we file
with the Securities and Exchange Commission.
Overview
During the first quarter of fiscal 2001, we achieved record continuing fee
revenues. Continuing fees were $5,204,000, an increase of 5.4% over the first
quarter of fiscal 2000, despite having fewer locations open during the quarter.
BLIMPIE Subs & Salads' traditional location same store sales increased 5.0%
during the quarter, and a greater percentage of the open locations were higher
volume traditional locations as opposed to lower volume nontraditional ones.
Further, we reduced our selling, general and administrative expenses by 2.9%
from the first quarter of fiscal 2000. The combination of these factors resulted
in a strong performance by the BLIMPIE Subs & Salads division for the quarter.
The improvements in the BLIMPIE Subs & Salads division were offset by
losses from Company restaurant operations, which were $375,000 in the first
quarter of fiscal 2001, compared to income from Company restaurant operations of
$4,000 in the first quarter of fiscal 2000. The change in the profitability of
these operations was due to losses incurred at the Company-owned MAUI TACOS
locations in New York City and the SMOOTHIE ISLAND JUICE BAR locations in
Houston, TX. These losses were attributable primarily to pre-opening costs
associated with opening three SMOOTHIE ISLAND JUICE BAR locations during the
quarter. Additionally, we closed one of the MAUI TACOS locations in New York
City and wrote off the related investment, which resulted in greater losses from
Company restaurant operations during the quarter.
The net result of these divergent trends was a decrease in net income per
diluted share from $0.03 in the three months ended September 30, 1999 to $0.02
in the three months ended September 30, 2000. We expect that we will continue to
incur losses in our Company-owned restaurant operations in the remainder of
fiscal 2001, but believe that these losses will begin to decline as the new
Company-owned restaurants and the related concepts begin to mature, and pre-
opening costs decrease due to fewer new Company-owned store openings. No
assurance can be given that the losses from the new concepts will decrease in
fiscal 2001, or that the Company will improve its net income or its earnings per
share. Currently, we plan to open a co-branded BLIMPIE Subs & Salads / PASTA
CENTRAL and SMOOTHIE ISLAND location in Athens, GA during the second quarter of
fiscal 2001. No additional Company-owned locations are planned at this time.
8
Results of Operations
Three Months Ended September 30, 2000 Compared with Three Months Ended September
30, 1999
Our net income decreased 43.5% to $160,000 in the three months ended
September 30, 2000 from $283,000 in the three months ended September 30, 1999.
Our basic and diluted earnings per share decreased 33.3% to $0.02 per share in
the three months ended September 30, 2000 from $0.03 per share in the three
months ended September 30, 1999. Such decreases are attributable primarily to
losses incurred in Company restaurant operations, as discussed further in the
Overview above, as well as in the discussion below.
Our continuing fees derived from franchises increased 5.4% to $5,204,000 in
the three months ended September 30, 2000 from $4,937,000 in the three months
ended September 30, 1999. This increase was due primarily to a 5.0% increase in
same store sales for BLIMPIE Subs & Salads traditional locations. The number of
open outlets decreased from 2,117 at September 30, 1999 to 1,990 at September
30, 2000. However, a greater percentage of the locations were higher volume
traditional locations in the current quarter, as the shift in location type from
nontraditional to traditional begun in fiscal 2000 continued into the first
quarter of fiscal 2001.
Subfranchisor fees, master license fees and fees from the sales and resales
of franchises decreased 5.8% to $1,044,000 in the three months ended September
30, 2000 from $1,108,000 in the three months ended September 30, 1999. The
following table summarizes the components of these fees for the three months
ended September 30, 2000 and 1999:
Three Months Ended
September 30,
(amounts in 000's) 2000 1999 Change
-----------------------------------------
Amortization of deferred subfranchise
and master license fees $ 385 $ 387 -0.5%
Franchise fees 529 588 -10.0%
Resale and other fees 130 133 -2.3%
-----------------------------------------
Total $1,044 $1,108 -5.8%
=========================================
The amortization of deferred subfranchise and master license fees for the
three months ended September 30, 2000 was 0.5% lower than the amortization for
the same three months of the prior fiscal year, due primarily to certain
deferred amounts becoming fully amortized. Revenues from sales of franchises
decreased 10.0% in the three months ended September 30, 2000 from the three
months ended September 30, 1999 due primarily to a 35.4% decrease in new outlets
opened, from 82 new outlets in the three months ended September 30, 1999 to 53
new outlets in the three months ended September 30, 2000. This decrease was
partially offset by an increase in the revenue per outlet, as well as the
recognition of franchise fees for franchises sold but not opened after two
years. Resale and other fees decreased 2.3% in the three months ended September
30, 2000.
Store equipment sales decreased 40.2% to $1,254,000 in the three months
ended September 30, 2000 from $2,098,000 in the three months ended September 30,
1999. This decrease was consistent with the 35.4% decrease in new outlets opened
during the three months ended September 30, 2000 when compared to the same
period of the prior fiscal year. The decrease in equipment sales was greater
than the decrease in new outlets due to lower sales to non-affiliates, and the
absence of any sales of POS systems in the current quarter.
9
License fees and other income for the three months ended September 30, 2000
increased 49.3% to $200,000 from $134,000 in the three months ended September
30, 1999. This increase was due to greater license fees from the sale of Blimpie
branded products, as well as royalties from the Canteen Vending Service Program.
Company restaurant sales increased 281.6% to $477,000 in the three months
ended September 30, 2000 from $125,000 in the three months ended September 30,
1999. This increase was due to an increase in the number of Company-owned
outlets from one MAUI TACOS location in the fiscal 2000 period, versus three
MAUI TACOS locations and six SMOOTHIE ISLAND JUICE BAR locations in the current
period.
The Subfranchisors' shares of continuing and franchise fees increased 3.7%
to $3,150,000 in the three months ended September 30, 2000 from $3,037,000 in
the three months ended September 30, 1999. This increase was due primarily to
the 5.4% increase in continuing fees, and was partially offset by the decrease
in franchise fees.
Store equipment cost of sales decreased 41.6% to $1,103,000 in the three
months ended September 30, 2000 from $1,889,000 in the three months ended
September 30, 1999. This decrease was due to the 40.2% decrease in store
equipment sales, and the increase in the gross profit on those sales. The gross
margin on store equipment sales increased to 12.0% in the three months ended
September 30, 2000 from 10.0% in the three months ended September 30, 1999 due
to a favorable product mix during the current year.
Selling, general and administrative expense decreased 2.9% to $2,903,000 in
the three months ended September 30, 2000 from $2,991,000 in the three months
ended September 30, 1999. This decrease was due primarily to lower personnel and
related costs resulting from staff reductions during fiscal 2000 and in the
current period.
Company restaurant operations increased 604.1% to $852,000 in the three
months ended September 30, 2000 from $121,000 in the three months ended
September 30, 1999. This increase was due primarily to the 281.6% increase in
the related revenues generated by additional locations. Additionally, we
experienced high pre-opening costs in locations opened during the quarter,
existing locations are operating at losses, and one location was closed during
the three months ended September 30, 2000. As a result, we incurred losses of
$375,000 from Company restaurant operations during the current period. We expect
that we will continue to incur losses in our restaurant operations in the
remainder of fiscal 2001, but believe that these losses will begin to decline as
the restaurants and the related concepts begin to mature, and pre-opening costs
decrease due to fewer new Company-owned store openings. No assurance can be
given that the losses from the new concepts will decrease in fiscal 2001, or
that we will improve our net income or our earnings per share.
Interest income in the three months ended September 30, 2000 decreased by
7.1% to $169,000 from $182,000 in the three months ended September 30, 1999.
This decrease resulted from lower average investments and notes receivable
outstanding.
The effective income tax rates (income taxes expressed as a percentage of
pre-tax income) were 52.9% in the three months ended September 30, 2000 and
48.2% in the three months ended September 30, 1999. The increase in the
effective rate was due to certain losses of our majority-owned subsidiary, Maui
Tacos International, Inc., which may not be deductible for tax purposes in
fiscal 2001. Such losses were a greater percentage of income before income taxes
in the current year period, resulting in a higher effective income tax rate.
10
Liquidity and Capital Resources
Our cash used in operating activities was $293,000 in the three months
ended September 30, 2000 and $657,000 in the three months ended September 30,
1999. The decrease in the use of cash is due primarily to an increase in
accounts payable and other current liabilities, partially offset by a greater
increase in accounts receivable.
Net cash used in investing activities during the three months ended
September 30, 2000 was $400,000. Net cash provided by investing activities
during the three months ended September 30, 1999 was $1,925,000. The change
between the two periods is due primarily to proceeds from the sale of securities
in the prior period, with no similar activity in the current period.
Net cash used in financing activities was $60,000 in the three months ended
September 30, 2000. There were no cash flows from financing activities in the
three months ended September 30, 1999. The cash used in financing activities was
due to the purchases of treasury stock in the current period.
The Company's primary liquidity needs arise from expansion, capital
expenditures and dividend payments. These needs are primarily met by the cash
flows from operations and from the Company's cash and investments. The Company
believes that the cash flows from operations and the Company's cash and
investments will be sufficient to fund its future liquidity needs for the
foreseeable future.
11
PART II. Other Information
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits. The following exhibits are filed as part of this
report:
Exhibit no. Description
27 Financial Data Schedule
(b) No Current Reports on Form 8-K were filed by the Company during
the quarter for which this report has been filed.
12
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Blimpie International, Inc.
(Registrant)
Dated: November 9, 2000 By: /s/ Brian D. Lane
-------------------------------------------
Brian D. Lane
Vice President and Chief Financial Officer
(Principal Financial Officer)
13