1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 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 0-12226 CALIFORNIA BEACH RESTAURANTS, INC. ------------------------------------------------------ (Exact name of Registrant as specified in its charter) CALIFORNIA 95-2693503 - ------------------------------- ------------------------------------ (State or other jurisdiction of (IRS Employer Identification Number) incorporation or organization) 17383 Sunset Boulevard, Suite 140, Pacific Palisades, CA 90272 -------------------------------------------------------------- (Address and zip code of Principal executive offices) (310) 459-9676 ---------------------------------------------------- (Registrant's telephone number, including area code) Indicate by check mark whether the 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 the filing requirements for at least the past 90 days. Yes [X] No [ ] Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date: Number of Shares Outstanding Class at March 14, 2000 ----- ------------------ Common Stock, $.01 par value 3,400,927 - ---------------------------- ----------------------------- 2 CALIFORNIA BEACH RESTAURANTS, INC. AND SUBSIDIARIES JANUARY 31, 2000 INDEX Part I - FINANCIAL INFORMATION Page Number ----------- Item 1. Financial Statements (Unaudited) Consolidated Balance Sheets at January 31, 2000 and April 30, 1999......................................................3 Consolidated Statements of Operations for the Three Months Ended and Nine Months Ended January 31, 2000 and 1999...............................................5 Consolidated Statements of Cash Flows for the Nine Months Ended January 31, 2000 and 1999.............................6 Notes to Consolidated Financial Statements..............................7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.....................................9 Item 3. Quantitative and Qualitative Disclosures about Market Risk..............12 Part II - OTHER INFORMATION Item 1. Legal Proceedings.......................................................12 Item 2. Changes in Securities and Use of Proceeds ..............................13 Item 3. Defaults Upon Senior Securities.........................................13 Item 4. Submission of Matters to a Vote of Security Holders.....................13 Item 5. Other Information.......................................................13 Item 6. Exhibits and Reports on Form 8-K........................................13 Signature Page...................................................................14 3 CALIFORNIA BEACH RESTAURANTS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS ASSETS January 31, 2000 April 30, 1999 ---------------- -------------- (Unaudited) (1) Current Assets: Cash $ 62,000 $1,018,000 Trade and other receivables 41,000 50,000 Inventories 211,000 211,000 Prepaid expenses 282,000 310,000 ---------- ---------- Total current assets 596,000 1,589,000 Fixed Assets (at cost) - net of accumulated depreciation and amortization 3,087,000 2,083,000 Other Assets: Goodwill, net of accumulated amortization of $6,559,000 at January 31, 2000 and $6,010,000 at April 30, 1999 165,000 714,000 Other 187,000 190,000 ---------- ---------- $4,035,000 $4,576,000 ========== ========== The accompanying notes to consolidated financial statements are an integral part of this statement. (1) The April 30, 1999 amounts have been extracted from the Company's Annual Report on Form 10-K for the year ended April 30, 1999. 4 CALIFORNIA BEACH RESTAURANTS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) January 31, 2000 April 30, 1999 ---------------- -------------- (Unaudited) (1) Current Liabilities: Accounts payable $ 468,000 $ 287,000 Accrued liabilities 722,000 1,021,000 Current portion of note payable 183,000 123,000 Line of credit 262,000 - ------------ ------------ Total current liabilities 1,635,000 1,431,000 Note payable, less current portion 840,000 699,000 Subordinated convertible notes 1,800,000 1,800,000 Deferred rent 388,000 405,000 Other liabilities 83,000 137,000 Stockholders' Equity (Deficit): Common stock, $.01 par value, authorized 25,000,000 shares, issued and outstanding, 3,401,000 shares at January 31, 2000 and at April 30, 1999 34,000 34,000 Additional paid-in capital 13,175,000 13,175,000 Deficit in retained earnings (13,920,000) (13,105,000) ------------ ------------ Total stockholders' equity (deficit) (711,000) 104,000 ------------ ------------ $ 4,035,000 $ 4,576,000 ============ ============ The accompanying notes to consolidated financial statements are an integral part of this statement. (1) The April 30, 1999 amounts have been extracted from the Company's Annual Report on Form 10-K for the year ended April 30, 1999. 5 CALIFORNIA BEACH RESTAURANTS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) Three Months Ended Nine Months Ended January 31, January 31, ------------------------------- ------------------------------- 2000 1999 2000 1999 ------------ ------------ ------------ ------------ Sales $ 3,595,000 $ 3,475,000 $ 10,258,000 $ 10,613,000 Costs and expenses: Cost of goods sold 3,417,000 3,362,000 9,254,000 9,267,000 Selling, general and administrative 314,000 303,000 765,000 773,000 Depreciation 136,000 80,000 286,000 204,000 ------------ ------------ ------------ ------------ (272,000) (270,000) (47,000) 369,000 Other income (expenses): Interest expense (49,000) (78,000) (219,000) (222,000) Amortization of intangible assets (218,000) (216,000) (549,000) (548,000) ------------ ------------ ------------ ------------ Loss before income taxes (539,000) (564,000) (815,000) (401,000) Provision for income taxes - 5,000 - 14,000 ------------ ------------ ------------ ------------ Net loss $ (539,000) $ (569,000) $ (815,000) $ (415,000) ============ ============ ============ ============ Net loss per common share (Basic and Diluted): $ (.16) $ (.17) $ (.24) $ (.12) ============ ============ ============ ============ Weighted average number of common shares outstanding: 3,401,000 3,401,000 3,401,000 3,401,000 ============ ============ ============ ============ The accompanying notes to consolidated financial statements are an integral part of this statement. 6 CALIFORNIA BEACH RESTAURANTS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS NINE MONTHS ENDED JANUARY 31, (UNAUDITED) 2000 1999 ----------- ----------- Cash flows from operating activities: Net loss $ (815,000) $ (415,000) Adjustments to reconcile net loss to cash provided by operations: Depreciation and amortization 835,000 752,000 Changes in operating assets and liabilities: Trade and other receivables 9,000 14,000 Inventories - (32,000) Prepaid expenses 28,000 183,000 Other assets 3,000 (18,000) Accounts payable 181,000 44,000 Accrued liabilities (299,000) 97,000 Deferred rent (17,000) 50,000 Other liabilities (54,000) (30,000) ----------- ----------- Cash (used in) provided by operations (129,000) 645,000 ----------- ----------- Investing activities: Additions to fixed assets (1,290,000) (540,000) ----------- ----------- Net cash used in investing activities (1,290,000) (540,000) ----------- ----------- Financing activities: Borrowings 529,000 100,000 Principal payments on borrowings (66,000) (200,000) ----------- ----------- Net cash provided by (used in) financing activities 463,000 (100,000) ----------- ----------- Net (decrease) increase in cash (956,000) 5,000 Cash at beginning of period 1,018,000 252,000 ----------- ----------- Cash at end of period $ 62,000 $ 257,000 =========== =========== Supplemental disclosures of cash flow information: Cash paid during the period for: Interest $ 146,000 $ 78,000 =========== =========== Income taxes $ - $ - =========== =========== The accompanying notes to consolidated financial statements are an integral part of this statement 7 CALIFORNIA BEACH RESTAURANTS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) BASIS OF PRESENTATION The unaudited consolidated financial statements presented herein include the accounts of California Beach Restaurants, Inc., and its wholly-owned subsidiaries (the "Company"). All significant intercompany accounts and transactions have been eliminated. The unaudited consolidated financial statements presented herein have been prepared in accordance with generally accepted accounting principles and the instructions to Form 10-Q and article 10 of Regulation S-X and do not include all of the information and footnote disclosures required by generally accepted accounting principles for complete financial statements. In the opinion of management, the accompanying financial statements include all adjustments (consisting of normal recurring accruals) necessary for a fair presentation of the Company's financial position and results of operations. The results of operations for the nine month period ended January 31, 2000 may not be indicative of the results that may be expected for the year ending April 30, 2000. These statements should be read in conjunction with the financial statements and notes thereto included in the Company's Form 10-K for the year-ended April 30, 1999. Certain amounts have been reclassified in the Fiscal 1999 financial statements to conform to the Registrant's Fiscal 2000 presentation. ACCOUNTING PERIODS The Company's restaurant operations are conducted through its wholly-owned subsidiary, Sea View Restaurants, Inc. ("Sea View"). The Company's consolidated financial statements for the three months and nine months ended January 31, 2000 and 1999 include Sea View's operations for the sixteen weeks and forty weeks ended February 3, 2000 and February 4, 1999, respectively. FIXED ASSETS January 31, 2000 April 30, 1999 ---------------- -------------- Construction in progress $ - $ 1,507,000 Leasehold improvements 4,552,000 2,737,000 Furniture and equipment 2,013,000 1,031,000 ----------- ----------- 6,565,000 5,275,000 Less accumulated depreciation and amortization (3,478,000) (3,192,000) ----------- ----------- $ 3,087,000 $ 2,083,000 =========== =========== 8 CALIFORNIA BEACH RESTAURANTS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (UNAUDITED) LINE OF CREDIT On July 7, 1999, the Registrant entered into a one year, $500,000 revolving line of credit agreement with Santa Monica Bank. The agreement provides for interest at prime plus 1% on all amounts borrowed, requires a commitment fee of 1/2%, and is secured by certain assets of the Registrant, including its license agreement with MCA for use of the name Gladstone's. It is also guaranteed by Sea View. The agreement requires the Registrant to comply with certain cash flow and liquidity covenants, and includes a 60 consecutive days out of debt requirement. The Registrant utilized $437,500 of the capacity of the revolving line of credit as collateral support for a letter of credit issued by Santa Monica Bank pursuant to the Concession Agreement. The letter of credit expires on July 6, 2000. On September 30, 1999, the Registrant and Santa Monica Bank amended the terms of the revolving line of credit agreement to provide for a $200,000 increase in the maximum amount of the line of credit from $500,000 to $700,000. The additional $200,000 of available borrowing capacity will be available to the Registrant during the period November 1, 1999 through March 31, 2000 only, after which the line of credit will revert to its original $500,000 borrowing limit. At January 31, 2000, the Registrant had $262,000 in borrowings outstanding under the line of credit. The Registrant's results of operations for the nine months ended January 31, 2000 failed to satisfy the minimum debt service coverage ratio required by the Registrant's Line of Credit Agreement with Santa Monica Bank, as such ratio is specifically defined in an affirmative covenant therein. The Registrant has obtained a waiver of the covenant violation from Santa Monica Bank. 9 CALIFORNIA BEACH RESTAURANTS, INC. AND SUBSIDIARIES ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. RESULTS OF OPERATIONS RESTAURANT REVENUES Restaurant operations include the results of Gladstone's 4 Fish ("Gladstone's") in Pacific Palisades, California and RJ's - Beverly Hills in Beverly Hills, California. Total sales for the three months ended January 31, 2000 were $3,595,000 compared with $3,475,000 for the same period last year, an increase of $120,000 or 3.5%. For the nine months ended January 31, 2000, total sales were $10,258,000 compared with $10,613,000 for the same period last year, a decrease of $355,000 or 3.3%. The Registrant completed the construction of substantial improvements to its Gladstone's restaurant in October, 1999. The improvements have enhanced the dining accommodations available to Gladstone's patrons, and the Registrant believes that the increase in sales at Gladstone's and RJ's - Beverly Hills for the three months ended January 31, 2000 as compared to the comparable period in the prior year is the result of increased customer satisfaction with the remodeled Gladstone's facility and the Registrant's continuing efforts to improve the quality of the food and service provided to its restaurant patrons. Construction of the improvements to Gladstone's was performed while the restaurant remained open to the public; however, substantial, albeit temporary, declines in seating capacity attributable to such construction adversely affected sales during the first and second quarters of Fiscal 2000 and resulted in the decrease in sales for the nine months ended January 31, 2000, as compared to the corresponding period in the prior year. COST OF GOODS SOLD Cost of goods sold includes all food, beverages, liquor, direct labor and other operating expenses, including rent, of the Registrant's restaurant operations. Cost of goods sold for the three months ended January 31, 2000 was $3,417,000 or 95.0%, as a percentage of sales, compared with $3,362,000, or 96.7%, as a percentage of sales, during the same period last year. Cost of goods sold for the nine months ended January 31, 2000 was $9,254,000, or 90.2%, as a percentage of sales, compared with $9,267,000, or 87.3%, as a percentage of sales, during the same period last year. The decrease in cost of goods sold as a percentage of sales for the three months ended January 31, 2000 as compared to the comparable period in the prior year is attributable to greater operating efficiencies resulting from the improvements to Gladstone's and the Registrant's ongoing efforts to control costs. The increase in costs of goods sold as a percentage of sales for the nine months ended January 31, 2000 as compared to the corresponding period in the prior year is the result of increased operating costs incurred during 10 CALIFORNIA BEACH RESTAURANTS, INC. AND SUBSIDIARIES COST OF GOODS SOLD (CONT.) the first and second quarters of Fiscal 2000 attributable to the construction of improvements to Gladstone's during normal operating hours while the restaurant remained open to the public. The Registrant's efforts to minimize inconvenience and provide uninterrupted service to the public during that time resulted in temporary increases in labor and other operating costs that are not expected to recur. Additionally, during the nine months ended January 31, 2000, the County of Los Angeles increased its assessment of value for the Gladstone's property, resulting in a property tax increase which the Registrant is contesting. Cost of goods sold will typically be slightly lower during the first and second quarters due to additional economies of scale that can be achieved with labor and certain other costs when sales levels are higher. For the fiscal year ended April 30, 1999, cost of goods sold, as a percentage of sales, was 87.1%. SELLING, GENERAL AND ADMINISTRATIVE EXPENSES For the three months ended January 31, 2000, selling, general and administrative expenses were $314,000 compared with $303,000 for the same period in the prior year, an increase of $11,000, or 3.6%. For the nine months ended January 31, 2000, selling, general and administrative expenses were $765,000 compared with $773,000 for the comparable period in the previous year, a decrease of $8,000, or 1.0%. Costs of professional services incurred as a result of the Registrant's efforts to contest an increase in property taxes attributable to the Gladstone's property are the primary cause of the increase in selling, general and administrative expenses for the three months ended January 31, 2000 as compared to the same period in the prior year. The decrease in selling, general and administrative expenses for the nine months ended January 31, 2000 as compared to the corresponding period in the prior year is the result of the Registrant's implementation of certain strategies to control such costs. DEPRECIATION/AMORTIZATION OF INTANGIBLE ASSETS For the three months and nine months ended January 31, 2000, depreciation expense was $136,000 and $286,000, respectively, compared with $80,000 and $204,000, respectively, for the same periods last year. During the nine months ended January 31, 2000, the Registrant placed $1,507,000 of assets that were classified as construction in progress at April 30, 1999 into service, and also purchased an additional $1,290,000 of fixed assets, resulting in a substantial increase in depreciation expense for the three and nine months ended January 31, 2000 as compared to the comparable periods in the prior year. Amortization expense relates completely to the Registrant's Goodwill and other intangible assets and will approximate $714,000 per year. IMPACT OF YEAR 2000 In prior periods, the Registrant described the nature and progress of its plans to address the Year 2000 issue that resulted from computer programs being written using two digits rather than four to define the applicable year. The Year 2000 issue was a threat to computer programs that had time-sensitive software which could have caused computers to recognize a date using "00" 11 CALIFORNIA BEACH RESTAURANTS, INC. AND SUBSIDIARIES IMPACT OF YEAR 2000 (CONT.) as the year 1900 rather than the year 2000, resulting in system failures or miscalculations and disruptions of operations. In 1999, the Registrant completed its remediation and testing of systems. As a result of those planning and implementation efforts, the Registrant experienced no significant disruptions in its computer systems and believes those systems successfully responded to the Year 2000 date change. The Registrant is not aware of any material problems attributable to Year 2000 issues, either with its computer systems, or the computer systems of the suppliers and vendors that are critical to its operations. The Registrant will continue to monitor its computer applications and those of its suppliers and vendors throughout the year 2000 to ensure that any latent Year 2000 matters that may arise are addressed promptly. LIQUIDITY AND CAPITAL RESOURCES On March 30, 1999, the Registrant completed a private offering of $1,800,000 of subordinated, convertible notes ("Subordinated Notes") to a limited number of existing shareholders of the Registrant who are "accredited investors" within the meaning of Regulation D promulgated under the Securities Act of 1933, as amended. The proceeds of the offering were used to retire existing indebtedness to Outside LLC, an entity affiliated with Overhead (as defined herein), and to finance the renovations at Gladstone's. The Subordinated Notes are immediately convertible into common stock of the Registrant at a rate of $1 per share, and pay interest at 5% per annum. The Registrant may pay interest on the Subordinated Notes in cash or in kind. The Subordinated Notes mature on March 30, 2003; provided, however, that the holders of the Subordinated Notes may elect to receive payment for fifty percent of the outstanding Subordinated Notes on March 30, 2002. The Registrant has entered into an agreement for tenant improvement and equipment financing with Lyon Credit Corporation ("TI Facility"). The terms of the agreement provide for the extension of up to $1,200,000 of credit, to be repaid over a 5 year period with interest at the rate of the yield to maturity of the five year Treasury Note plus 4 percent. This financing is secured by certain tenant improvements and equipment. At January 31, 2000, the balance due under the TI Facility was $1,023,000. The terms of the Concession Agreement required Sea View to post a $2,000,000 letter of credit as a security deposit for rental payments due to the County. In the event that rents are not paid when due, the County may draw upon the letter of credit. The letter of credit was reduced to $437,500 on July 31, 1999 upon Sea View's satisfaction of certain conditions, including completion of the required capital improvements and maintenance of certain net worth levels. The Concession Agreement requires Sea View to reinstate the $2,000,000 letter of credit in the event it fails to maintain the required net worth levels. The Registrant posted the $2,000,000 letter of credit required by the Concession Agreement by utilizing cash collateral provided by Overhead Partners, L.P. ("Overhead"), an entity affiliated with one of the Registrant's principal shareholders and with a member of its board of directors. In consideration of providing the cash collateral, the Registrant paid Overhead $50,000 for the three months ended July 31, 1999. The $2,000,000 letter of credit expired on July 31, 1999, and was replaced by a $437,500 letter of credit, in accordance with the terms of the Concession Agreement. On July 7, 1999, the Registrant entered into a one year, $500,000 revolving line of credit agreement with Santa Monica Bank ("Line of Credit"). The agreement provides for interest at prime plus 1% on all amounts borrowed, requires a commitment fee of 1/2%, and is secured by certain assets of the 12 Registrant, including its license agreement with MCA for use of the name Gladstone's. It is also guaranteed by Sea View. The agreement requires the Registrant to comply with certain cash flow and liquidity covenants, and includes a 60 consecutive days out of debt requirement. The Registrant utilized $437,500 of the capacity of the revolving line of credit as collateral support for a letter of credit issued by Santa Monica Bank pursuant to the Concession Agreement. The letter of credit expires on July 6, 2000 and requires a commitment fee of 1%. On September 30, 1999, the Registrant and Santa Monica Bank amended the terms of the Line of Credit agreement to provide for a $200,000 increase in the maximum amount of the line of credit from $500,000 to $700,000. The additional $200,000 of available borrowing capacity will be available to the Registrant during the period November 1, 1999 through March 31, 2000 only, after which the line of credit will revert to its original $500,000 borrowing limit. As of January 31, 2000, the outstanding balance of the line of credit was $262,000. The Registrant's results of operations for the nine months ended January 31, 2000 failed to satisfy the minimum debt service coverage ratio required by the Registrant's Line of Credit Agreement with Santa Monica Bank, as such ratio is specifically defined in an affirmative covenant therein. The Registrant has obtained a waiver of the covenant violation from Santa Monica Bank. The Registrant is exploring various opportunities to expand its operations. The Registrant's ability to expand is subject to the availability of debt or equity financing on terms that are acceptable to the Registrant. There can be no assurance that such financing will be available. SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS Except for the historical information contained herein, certain statements in this Form 10-Q, including statements in this Item are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievement of the Registrant, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following: the Registrant's ability to secure adequate debt or equity financing in order to comply with the terms of the Gladstone's Concession Agreement, including the maintenance of a letter of credit, the Registrant's ability to generate an operating profit based on the terms of the Gladstone's Concession Agreement; the impact on the Registrant of the Year 2000 Issue; that its principal source of cash is funds generated from operations; that restaurants historically have represented a high risk investment in a very competitive industry; general and local economic conditions, which can, among other things, impact tourism, consumer spending and restaurant revenues; weather and natural disasters, such as earthquakes and fires, which can impact sales at the Registrant's restaurants; quality of management; changes in, or the failure to comply with, governmental regulations; unexpected increases in the cost of key food products, labor and other operating expenses in connection with the Registrant's business; and other factors referenced in this Form 10-Q and the Registrant's other filings with the Securities and Exchange Commission. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not applicable as the Registrant is a small business issuer as defined by SEC regulations. PART II OTHER INFORMATION Item 1. Legal Proceedings. The Registrant is subject to normal and routine litigation. The amount of liability from the claims and actions against the Company cannot be determined with certainty, but in the 13 opinion of management, the ultimate liability from all pending legal proceedings should not materially affect the results of operations and liquidity of the Company. Item 2. Changes in Securities and Use of Proceeds. None Item 3. Defaults Upon Senior Securities. None Item 4. Submission of Matters to a Vote of Security Holders. Not applicable. Item 5. Other Information Not applicable. Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits 27 Financial data schedule (b) Reports on Form 8-K None 14 CALIFORNIA BEACH RESTAURANTS, INC. AND SUBSIDIARIES Signature(s) Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. California Beach Restaurants, Inc. (Registrant) Dated: March 15, 2000 By: /s/ Alan Redhead ------------------------------------------ Alan Redhead Chief Executive Officer By: /s/ Samuel E. Chilakos ------------------------------------------ Samuel E. Chilakos Chief Financial Officer 15 CALIFORNIA BEACH RESTAURANTS, INC. AND SUBSIDIARIES INDEX TO EXHIBITS Item Number Description - ------ ----------- 27 Financial data schedule (A) (A) FILED HEREWITH ELECTRONICALLY