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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 July 31, 2001
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.
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(Exact name of Registrant as specified in its charter)
CALIFORNIA 95-2693503
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
17383 Sunset Boulevard, Suite 140, Pacific Palisades, CA 90272
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(Address and zip code of Principal executive offices)
(310) 459-9676
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(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 August 29, 2001
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Common Stock, $.01 par value 3,400,927
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CALIFORNIA BEACH RESTAURANTS, INC. AND SUBSIDIARIES
JULY 31, 2000
INDEX
Page Number
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Part I - FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheets at July 31, 2001
and April 30, 2001............................................3
Consolidated Statements of Income for the
Three Months Ended July 31, 2001 and 2000.....................5
Consolidated Statements of Cash Flows for the
Three Months Ended July 31, 2001 and 2000.....................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...11
Part II - OTHER INFORMATION
Item 1. Legal Proceedings............................................12
Item 2. Changes in Securities and Use of Proceeds ...................12
Item 3. Defaults Upon Senior Securities..............................12
Item 4. Submission of Matters to a Vote of Security Holders..........12
Item 5. Other Information............................................12
Item 6. Exhibits and Reports on Form 8-K.............................12
Signature Page........................................................13
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CALIFORNIA BEACH RESTAURANTS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
July 31, 2001 April 30, 2001
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(Unaudited) (1)
Current Assets:
Cash $ 612,000 $ 221,000
Trade and other receivables 125,000 42,000
Inventories 252,000 231,000
Prepaid expenses 280,000 265,000
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Total current assets 1,269,000 759,000
Fixed Assets (at cost) - net of accumulated
depreciation and amortization 2,711,000 2,797,000
Other Assets
165,000 166,000
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$4,145,000 $3,722,000
========== ==========
The accompanying notes to consolidated financial statements are an integral part
of this statement.
(1) The April 30, 2001 amounts have been extracted from the Company's Annual
Report on Form 10-K for the year ended April 30, 2001.
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CALIFORNIA BEACH RESTAURANTS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' DEFICIT
July 31, 2001 April 30, 2001
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(Unaudited) (1)
Current Liabilities:
Accounts payable $ 964,000 $ 666,000
Accrued liabilities 950,000 885,000
Line of credit - bank -- 63,000
Current portion of note payable 212,000 207,000
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Total current liabilities 2,126,000 1,821,000
Note payable, less current portion 538,000 585,000
Subordinated convertible notes 1,890,000 1,890,000
Deferred rent 356,000 361,000
Other liabilities -- 9,000
Stockholders' Deficit:
Common stock, $.01 par value, authorized
25,000,000 shares, issued and outstanding
3,401,000 shares at July 31, 2001
and at April 30, 2001 34,000 34,000
Additional paid-in capital 13,175,000 13,175,000
Accumulated deficit (13,974,000) (14,153,000)
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Total stockholders' deficit (765,000) (944,000)
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$ 4,145,000 $ 3,722,000
============ ============
The accompanying notes to consolidated financial statements are an integral part
of this statement.
(1) The April 30, 2001 amounts have been extracted from the Company's Annual
Report on Form 10-K for the year ended April 30, 2001.
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CALIFORNIA BEACH RESTAURANTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
Three Months Ended July 31,
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2001 2000
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Sales $ 3,896,000 $3,905,000
Costs and Expenses:
Cost of goods sold 3,344,000 3,267,000
Selling, general and administrative 220,000 249,000
Depreciation and amortization 105,000 90,000
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227,000 299,000
Other income (expenses):
Interest expense (47,000) (56,000
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Income before income taxes 180,000 243,000
Provision for income taxes (1,000) --
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Net Income $ 179,000 $ 243,000
=========== ==========
Net Income per common share:
Basic $ .05 $ .07
=========== ==========
Diluted $ .04 $ .05
=========== ==========
Weighted average number of common shares outstanding:
Basic 3,401,000 3,401,000
Diluted 5,291,000 5,201,000
The accompanying notes to consolidated financial statements are an integral part
of this statement.
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CALIFORNIA BEACH RESTAURANTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Three Months Ended July 31,
-------------------------------
2001 2000
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Operating activities:
Net income $ 179,000 $ 243,000
Adjustments to reconcile net income
to cash provided by operations:
Depreciation and amortization 105,000 90,000
Changes in operating assets and liabilities:
Trade and other receivables (83,000) 31,000
Inventories (21,000) 1,000
Prepaid expenses (15,000) (7,000)
Other assets 1,000 1,000
Accounts payable 298,000 (108,000)
Accrued liabilities 65,000 333,000
Deferred rent (5,000) (5,000)
Other liabilities (9,000) --
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Cash provided by operations 515,000 579,000
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Investing activities:
Additions to fixed assets (18,000) (30,000)
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Net cash used in investing activities (18,000) (30,000)
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Financing activities:
Principal payments on borrowings (106,000) (145,000)
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Net cash used in financing activities (106,000) (145,000)
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Net increase in cash 391,000 404,000
Cash at beginning of period 221,000 102,000
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Cash at end of period $ 612,000 $ 506,000
========= =========
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ 44,000 $ 56,000
========= =========
Income taxes $ 1,000 $ --
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The accompanying notes to consolidated financial statements are an integral part
of this statement.
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CALIFORNIA BEACH RESTAURANTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE A - 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 three month period ended July 31, 2001 may not be indicative
of the results that may be expected for the year ending April 30, 2002. 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, 2001.
NOTE B - 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 ended July 31, 2001 and 2000 include
Sea View's operations for the twelve weeks ended July 26, 2001 and July 20,
2000, respectively.
NOTE C - FIXED ASSETS
July 31, 2001 April 30, 2001
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Leasehold improvements 4,676,000 4,664,000
Furniture and equipment 2,146,000 2,140,000
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6,822,000 6,804,000
Less accumulated depreciation and amortization (4,111,000) (4,007,000)
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$ 2,711,000 $ 2,797,000
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CALIFORNIA BEACH RESTAURANTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE D - BASIC AND DILUTED EARNINGS PER COMMON SHARE
The Company presents two earnings per share amounts, basic earnings per common
share and diluted earnings per common share. Basic earnings per common share
includes only the weighted average shares outstanding and excludes the dilutive
effect of options, warrants and convertible securities. The following table sets
forth the computation of basic and diluted earnings per common share for the
three months ended July 31, 2001 and 2000:
July 31, 2001 July 31, 2000
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BASIC EARNINGS PER COMMON SHARE:
Net income available to common shareholders $ 179,000 $ 243,000
Weighted average shares outstanding 3,401,000 3,401,000
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Basic earnings per common share $ 0.05 $ 0.07
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DILUTED EARNINGS PER COMMON SHARE:
Net income available to common shareholders $ 179,000 $ 243,000
Interest on convertible debt, net of tax 24,000 23,000
Adjusted net income available to common shareholders 203,000 266,000
assuming conversion
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Weighted average shares outstanding 3,401,000 3,401,000
Effect of dilutive securities (convertible debt) 1,890,000 1,800,000
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Adjusted weighted average shares and assumed conversions
5,291,000 5,201,000
========== ==========
Diluted earnings per share $ 0.04 $ 0.05
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The shares related to the stock options are excluded due to their antidilutive
effect as a result of the option's exercise price being greater than the average
market price of the common shares for the three months ended July 31, 2001 and
2000.
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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 July 31, 2001 were $3,896,000 compared
with $3,905,000 for the same period last year, a decrease of $9,000 or less than
1%.
As a result of typically more favorable weather and higher tourism during the
summer months from May through September, the Registrant's sales and operating
profits have historically been higher in the first and second quarters of its
fiscal 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 July 31, 2001 was $3,344,000, or
85.8% as a percentage of sales, compared with $3,267,000, or 83.7% as a
percentage of sales, during the same period last year. The increase in cost of
goods sold as a percentage of sales for the three months ended July 31, as
compared to the comparable period in 2000 is the result of an increases in
labor, utilities, and insurance costs. Additionally, in the three months ended
July 31, 2001 the Company's utility costs and property taxes, were higher than
the same period last year. The Company has experienced higher energy costs due
to escalating costs of energy in California. Property taxes have gone up because
of the increase in value of real property in the area where Company's
Gladstone's restaurant is located beginning in the Fiscal year 2000.
Cost of goods sold as a percentage of sales have historically been slightly
lower during the first and second quarters due to additional economies of scale
that can be achieved with labor when sales levels are higher. For the fiscal
year ended April 30, 2001, cost of goods sold, as a percentage of sales, was
89.2%.
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SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses decreased by $29,000 or 11.7% to
$220,000 during the three months ended July 31, 2001, as compared to $249,000
during the comparable period in the prior fiscal year. The decrease is
attributable primarily to the reduction in the Registrant's legal fees and
officers salaries in the current period as compared to the same period in the
prior year.
DEPRECIATION EXPENSE
Depreciation expense increased by $15,000 from $90,000 during the three months
ended July 31, 2000 to $105,000 for the three months ended July 31, 2001 or
15.6%. The increase is attributable to depreciation on the Gladestone's
renovations completed in late Fiscal 2000 and Fiscal 2001 additions to fixed
assets.
INTEREST EXPENSE
Interest expense has decreased $9,000 or 16.1% from $56,000 for the three months
ended July 31, 2000 to $47,000 for the three months ended July 31, 2001. This
was due primarily to reduction of outstanding debt with Lyon Credit Corporation.
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 one of the Company's directors and
principal shareholders, 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 to the extent debt outstanding
to Lyon Credit Corporation has been paid in full. The payment of the principal
and interest on the Subordinated Notes is junior and subordinate to the prior
payment in full of all indebtedness of the Company to Lyon Credit Corporation.
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 financing of $1,089,000, to be repaid over a 5 year
period with interest at the rate of 9.94%. This financing is secured by certain
tenant improvements and equipment. At July 31, 2001, the balance due under the
TI Facility was $750,000.
On June 22, 2001, the Registrant extended for fifteen months, a $500,000
revolving line of credit agreement with US Bank (formerly Santa Monica Bank)
originally entered into in June 2000,(the
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"Agreement"). 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. The line of credit 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 US Bank (formerly Santa
Monica Bank) pursuant to the Concession Agreement. The letter of credit expires
in one year and requires a commitment fee of 1%. At July 31, 2001, the
Registrant had $62,500 of available funds from the revolving line of credit.
The Agreement also provides for a $200,000 increase in the maximum amount of the
line of credit from $500,000 to $700,000. The additional increase will only be
available to the Registrant during the period January 1, 2002 through April 30,
2002. After this period which the line of credit will revert to its original
$500,000 borrowing limit.
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 generate an operating profit based on
the terms of the Concession Agreement; 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 SEC.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
The Company is involved in litigation and threatened litigation arising
in the ordinary course of business. However, it is the opinion of
management that these actions, when finally concluded, will not have a
material adverse effect upon the financial position, results of
operations or cash flows 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
None
(b) Reports on Form 8-K
None
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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: September 6, 2001 By: /s/ Alan Redhead
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Alan Redhead
Chief Executive Officer
Chief Financial Officer
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INDEX TO EXHIBITS
ITEM
NUMBER DESCRIPTION
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All filings were made at the commission's office in Washington D.C.; The
Registrant's SEC file number is 0-12226.
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