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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
(X) Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the fiscal year ended April 30, 1998
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 No. 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
Incorporation or organization) Identification No.)
17383 Sunset Boulevard, Suite 140
Pacific Palisades, California 90272
(Address of principal executive office) (Zip Code)
Registrant's telephone number: (310) 459-9676
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
(Title of Class)
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 such filing
requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ x ]
The aggregate market value of voting and non-voting common stock held by
non-affiliates of the Registrant based upon the average bid price in the
over-the-counter market on August 11, 1995 (the date of the last posted quote)
was approximately $12,144.
The number of outstanding shares of the Registrant's Common Stock as of July 21,
1998 was 3,400,932.
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Documents incorporated by reference; the definitive Proxy Statement of the
Registrant for the 1998 annual meeting of shareholders (Part III to the extent
described herein), or if such Proxy Statement is not filed within 120 days of
the Registrant's fiscal year end, such information will be included in an
amendment to this Form 10-K filed within such timeframe.
PART I
ITEM 1 BUSINESS
GENERAL
California Beach Restaurants, Inc., ("Registrant"), formerly I.H.V.
Corp., was organized under the laws of the State of California in April 1971.
The Registrant is currently engaged in one line of business, the ownership and
operation of restaurants, including Gladstone's 4 Fish ("Gladstone's") in
Pacific Palisades, California and RJ's - Beverly Hills ("RJ's") in Beverly
Hills, California.
RESTAURANT OPERATIONS - CONCEPT AND MENU
The Registrant owns and operates the following restaurants through its
wholly-owned subsidiary, Sea View Restaurants, Inc. ("Sea View"):
GLADSTONE'S 4 FISH. Gladstone's is one of Southern California's best
known fresh seafood restaurants. In 1972, the original Gladstone's was opened as
a small, 80-seat establishment in Santa Monica Canyon near the Pacific Ocean in
Santa Monica, California. In 1981, Gladstone's was moved to its present location
on the beach at the intersection of Sunset Boulevard and Pacific Coast Highway
in Pacific Palisades, California. Based on restaurant industry surveys,
Gladstone's is one of the top grossing restaurants in America. The 10,000 square
foot interior of Gladstone's seats approximately 400, while the outside deck has
a seating capacity of approximately 300 in a 6,000 square foot area. Gladstone's
is open 365 days a year for lunch and dinner.
Breakfast is served on weekends.
Gladstone's offers an extensive menu specializing in fresh fish and
shellfish. Gladstone's strives to purchase only the finest seafood products
including, live Maine lobster, premium Alaskan red king crab, western Australian
lobster tails and Mexican shrimp as well as the freshest fish available. Typical
fresh fish on the menu include salmon, swordfish, catfish, ahi tuna, petrale
sole, pacific red snapper, halibut and mahi-mahi. Gladstone's menu also includes
a large number of salads, pasta dishes and sandwiches in addition to its
extensive fresh fish and shellfish items.
Sandwich and salad prices begin at $9.20, with dinner entrees
beginning at $15.40. A typical dinner entree includes soup or salad, a loaf of
hot sourdough bread, fresh vegetable and rice or potato. Gladstone's average
check, including beverages and desserts, is approximately $22.65. Gladstone's
portion sizes are very large and food that cannot be finished is wrapped in a
gold foil animal "sculpture." The gold foil, which is manufactured specially for
Gladstone's, is a signature element of the restaurant. Gladstone's is also well
known for the full barrels of peanuts that are always available free of charge
to guests and free "mile-high" cake for all birthday and anniversary
celebrations.
RJ'S - BEVERLY HILLS. RJ's is located at 252 N. Beverly Drive, Beverly
Hills, California. RJ's was opened in 1979 and emphasizes its extensive salad
bar, barbecued ribs and chicken, library bar and antique ceiling fans to create
an attractive, casual dining atmosphere in the heart of Beverly
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Hills. RJ's is open for lunch and dinner from Monday through Saturday and dinner
only on Sunday. The restaurant occupies approximately 7,500 square feet with
seating capacity of approximately 260.
RJ's menu specializes in classic American food. RJ's signature items
include barbecued beef and baby back pork ribs and a very extensive salad bar.
RJ's menu also includes a wide selection of sandwiches and salads. Sandwich and
salad pricing begins at $6.99 with dinner entrees starting at $12.99. RJ's
average check is approximately $17.00. As with Gladstone's, portion sizes are
very generous and waitstaff are trained to wrap all leftovers in signature gold
foil animal sculptures.
RESTAURANT OPERATIONS - GLADSTONE'S CONCESSION AGREEMENT
Sea View operates Gladstone's pursuant to a 20 year concession
agreement with the County of Los Angeles ("County") that commenced November 1,
1997 following the expiration of its prior agreement. The agreement includes
minimum annual rent payments of $1,750,000, an increase of approximately
$600,000 over rents paid in fiscal 1997. Percentage rents based on 10% of food
sales and 12% of the sales of alcoholic beverages, merchandise and parking lot
revenue will be payable to the extent that percentage rents exceed the minimum
annual rent. The agreement further requires the expenditure of at least
$2,700,000 for renovations to the restaurant facility by January, 1999. During
the first two years of the agreement, minimum annual rent is reduced by $218,750
per year. See Part II, Item 7 "Management's discussion and analysis of financial
condition and results of operations."
The agreement also requires Sea View to post a $2,000,000 letter of
credit in favor of the County, as a security deposit. The County may draw upon
the letter of credit if Gladstone's fails to pay rent as it comes due. The
required amount of the letter of credit will be reduced to an amount equal to
three months minimum rent upon Sea View's satisfaction of certain conditions,
including completion of the required capital improvements and maintenance of
certain net worth levels.
RESTAURANT OPERATIONS - MARKETING
Both of the Registrant's restaurants focus on the casual segment of
the upper-end dinner house market. Management believes that its restaurants'
reputation, developed over many years, of providing guests with a unique dining
experience has been the most effective approach to attracting and retaining
business. By focusing its resources on providing superior service and value,
Gladstone's and RJ's have primarily relied on word of mouth to attract new
business.
The restaurants have also developed unique promotions that are
repeated on an annual basis. For example, both Gladstone's and RJ's have a
special Christmas day promotion whereby each guest that dines in the restaurant
on that day receives a gift certificate for the amount of their Christmas day
food purchase. Additionally, Gladstone's has developed promotions tied to
specific products such as Crabfest during the month of February, Sockeye
Salmonfest during July and Lobsterfest in October. During these promotions,
which have run for several years, Gladstone's reduces menu prices and adds
numerous daily menu specials related to the featured product. On a weekly basis,
Gladstone's features special lobster prices each Thursday and special crab
prices each Friday. The Registrant uses print and radio advertising from time to
time to support its promotions.
Gladstone's also has developed other unique programs that are a key
element of its marketing plan. Placemats used at each table are printed daily,
allowing guests that have made a reservation to print a unique message such as
welcoming a special friend, announcing the celebration of a birthday,
anniversary or other special occasion. Guests are encouraged to take a placemat
home as
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a reminder of their special experience at Gladstone's. An electronic message
board is located in the front of the restaurant that is also used to welcome
guests with special messages. All special occasions are also celebrated with a
free picture that is placed in a customized photo sleeve to serve as a reminder
of the special experience at Gladstone's.
RESTAURANT OPERATIONS - PURCHASING
The Registrant's senior management establishes general purchasing
guidelines. The executive chef, who is responsible for all quality control,
develops product and quality specifications. The Registrant continuously seeks
to obtain quality menu ingredients and other supplies from reliable sources at
competitive prices. From time to time the Registrant will negotiate contract
purchases to insure product availability and to reduce short-term exposure to
price fluctuations. Management believes that all essential food and beverage
products are available from several qualified suppliers.
GOVERNMENT REGULATIONS
The Registrant is subject to various federal, state and local laws
affecting its business. Each restaurant is subject to licensing and regulation
by a number of governmental authorities, including alcoholic beverage control,
coastal development, health, safety and fire agencies. The Registrant has not
experienced problems in obtaining or renewing required permits or licenses. The
failure to receive or retain, or a delay in obtaining any significant license or
permit could adversely impact the Registrant's operations.
Alcoholic beverage control regulations require that each restaurant
apply to a state authority for a license or permit to sell alcoholic beverages
on the premises. Licenses must be renewed annually and may be revoked or
suspended, for cause, at any time. Alcoholic beverage control regulations relate
to numerous aspects of the daily operation of each restaurant, including minimum
age of patrons and employees, hours of operation, advertising, wholesale
purchasing and storage and dispensing of alcoholic beverages. Failure by the
Registrant to retain its liquor license could adversely impact the Registrant's
operations.
Various federal and state labor laws govern the Registrant's
relationship with its employees, including such matters as minimum wage
requirements, overtime and other working conditions. Significant additional
increases in minimum wage, mandated paid leaves of absence or mandated universal
health benefits could adversely impact the Registrant. (See Management's
Discussion and Analysis of Financial Condition and Results of Operations - Cost
of Goods Sold).
LICENSE AGREEMENT
GLADSTONE'S/UNIVERSAL CITY - In 1992 the Registrant entered into a
license agreement with MCA Development Venture Two ("MCADVT"), an affiliate of
Universal Studios, Inc., which permits MCADVT to use the Gladstone's 4 Fish name
and trademarks at a restaurant in their CityWalk development located in
Universal City, California in exchange for a royalty fee of .8% of the
restaurant's gross receipts during such use. The Gladstone's 4 Fish restaurant
at CityWalk opened in May 1993. Fees received pursuant to this agreement during
fiscal 1998 were approximately $81,000.
TRADEMARKS
The Registrant and/or Sea View has registered several of its marks
relating to the operation of Gladstone's and R.J.'s as trademarks and service
marks and regards such marks as having significant value and as being an
important factor in the marketing of its restaurants.
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COMPETITION
The Registrant's restaurants compete with a wide variety of
restaurants, ranging from national and regional restaurant chains to locally
owned restaurants. Restaurants historically have represented a high-risk
investment in a very competitive industry. Many of the Registrant's competitors
have significantly greater financial resources than the Registrant. The
restaurant business is often affected by changes in consumer tastes and
discretionary spending patterns, national and regional economic conditions,
demographic trends, consumer confidence in the economy, traffic patterns and the
type, number and location of competing restaurants. Any change in these factors
could adversely impact the Registrant. Management believes that the Registrant's
restaurants are comparable in quality, and in many cases superior, to competing
restaurants. There is no assurance that the Registrant's restaurants will be
able to compete successfully with other restaurants in their respective areas.
EMPLOYEES
The Registrant has approximately 280 employees in restaurant
operations. None of the employees are represented by a union. The Registrant
believes that its working conditions and compensation packages are competitive
with those offered by its competitors and considers relations with its employees
to be good.
SEASONALITY
The Registrant's restaurant business is seasonal due to Gladstone's
location on the beach in Pacific Palisades, California. As a result, sales and
operating profits are higher during the summer months.
ITEM 2 PROPERTIES
GLADSTONE'S LEASES. The current concession agreement for the restaurant
provides for rent based on 10% of sales of food and non-alcoholic beverages and
12% of the sales of alcoholic beverages, merchandise, and parking lot revenue,
with an annual minimum rent of $1,750,000. Rent paid under the prior and current
restaurant leases for the 1998 fiscal year was approximately $1,501,000,
representing approximately 12.6% of the restaurant's sales.
R.J.'S LEASE. In December 1994, the Registrant negotiated an amended
and restated lease for RJ's. The amended lease expires in December 2004 subject
to a non-guaranteed extension period of five years. The amended lease further
provides for monthly rental payments of $13,034 through December 2000. In
January 2001 and 2004 the monthly lease payments are subject to further
adjustment based on Consumer Price Index changes. Rent paid in fiscal 1998 was
$152,000.
EXECUTIVE OFFICE. The Registrant occupies approximately 2,000 square
feet of office space in Pacific Palisades, pursuant to a lease that expires in
September, 2002 and provides for current monthly rental payments of
approximately $3,162. The lease agreement includes an option to extend the term
of the lease for an additional five years.
ITEM 3 LEGAL PROCEEDINGS
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The Registrant is involved in litigation and threatened litigation
arising in the ordinary course of business. Management of the Registrant does
not believe that resolution of any such matters will have a material adverse
effect on its business. Reference is made to Part II, Item I of the Registrant's
quarterly report on Form 10-Q for the three months ended October 31, 1997,
regarding the settlement of a lawsuit with a former employee.
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of the Registrant's stockholders
during the fourth quarter of the fiscal year ended April 30, 1998.
PART II
ITEM 5 MARKET FOR REGISTRANT'S COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS
The shares of Registrant's common stock are listed on the OTC Bulletin
Board under the symbol "CBHR".
Market price information for the Registrant's common stock listed below
is taken from the OTC Bulletin Board.
BID PRICE
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FISCAL 1997 HIGH LOW
----------- ---- ---
First Quarter (A) (A)
Second Quarter (A) (A)
Third Quarter (A) (A)
Fourth Quarter (A) (A)
FISCAL 1998
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First Quarter (A) (A)
Second Quarter (A) (A)
Third Quarter (A) (A)
Fourth Quarter (A) (A)
FISCAL 1999
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First Quarter (through 7/15/98) (A) (A)
At July 21, 1998, the Registrant had approximately 868 shareholders
of record.
(A) - Since August 14, 1995 there have been no posted bid prices for
the Registrant's common stock.
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DIVIDENDS The Registrant has not paid a dividend on its common stock
since fiscal 1985. The Registrant presently intends to retain any earnings to
repay indebtedness and finance its operations and does not anticipate declaring
cash dividends in the foreseeable future.
ITEM 6 SELECTED FINANCIAL DATA
The following table sets forth the selected financial data and
operating data for the five years ended April 30, 1998 and is derived from the
audited consolidated financial statements of the Registrant. The consolidated
financial data in the following table is qualified in its entirety by, and
should be read in conjunction with, the consolidated financial statements and
notes thereto, "Management's Discussion and Analysis of Financial Condition and
Results of Operations," and other financial and statistical information included
elsewhere in this Form 10-K.
YEARS ENDED APRIL 30,
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1998 1997 1996 1995 1994
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(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Income Statement Data:
Sales $ 14,162 $ 15,164 $ 15,257 $ 14,160 $ 13,924
Income (loss) from operations
before extraordinary items (1,420) 327 577 (3,419) (1,372)
Income (loss) per common share
from operations before
extraordinary items (.42) .10 .20 (12.21) (4.93)
Extraordinary item (a) -- -- -- 2,540 --
Income per common share from
extraordinary items -- -- -- 9.07 --
Net Income (loss) (1,420) 327 577 (879) (1,372)
Net Income (loss) per common share
Basic (.42) .10 .20 (3.14) (4.93)
Diluted (.42) .10 .18 (3.14) (4.93)
Balance Sheet Data:
Total assets $ 3,321 $ 5,078 $ 6,060 $ 6,709 $ 10,369
Long-term debt, net of current portion -- -- 1,500 3,559 8,166
(a) Extraordinary Gain recognized in connection with the December 1994
restructuring- See note B to the Financial Statements
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ITEM 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
INTRODUCTION
The Registrant currently has operations in one business segment, the
ownership and operation of restaurants.
RESTAURANT OPERATIONS
Restaurant operations include the results of Gladstone's 4 Fish in
Pacific Palisades, California, and RJ's - Beverly Hills in Beverly Hills,
California.
Total sales for the fiscal year ended April 30, 1998 were
$14,162,000, a decrease of $1,002,000 or 6.6% as compared to the year ended
April 30, 1997. The Registrant's Gladstone's 4 Fish restaurant is located on the
beach in Pacific Palisades, California and is dependent, to a certain extent, on
favorable weather and tourism. Gladstone's has a large outside deck overlooking
the Pacific ocean, which is a very popular destination but is only open as
weather permits. Gladstone's 4 Fish sales experienced a significant decline
during the fourth quarter of Fiscal 1998 due to adverse weather and road
closures caused by the "El Nino" storms. On a sales per week basis, Sea Views
weekly sales were $ 272,000 for the 52 weeks ended April 30, 1998 compared with
weekly sales of $291,000 for the 52 weeks ended May 1, 1997, a decrease of 6.6%.
Total sales for the year ended April 30, 1997 decreased $93,000 or .6%
compared with the year ended April 30, 1996. The Registrant's 1997 fiscal year
included 52 weeks during the most recent fiscal year compared with 53 weeks in
the prior year. On a sales per week basis, Sea View's weekly sales were $291,000
for the 52 weeks ended May 1, 1997 compared with $288,000 for the 53 weeks ended
May 2, 1996, an increase of 1.3%.
In May 1993, MCA Development, Inc.("MCAD") opened a Gladstone's 4 Fish
at its Citywalk project in Universal City, California pursuant to a license
agreement between the Registrant and a subsidiary of MCAD. License fees for the
fiscal years ended April 30, 1998, 1997 and 1996 were $81,000, $78,000 and
$76,000, respectively.
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, as a percentage of sales, for the fiscal year
ended April 30, 1998 was 87.4% compared to 82.0% for fiscal 1997 and 80.9% for
fiscal 1996.
The increase in cost of goods sold, as a percentage of sales, is
primarily due to an increase in Gladstone's rent expense. Gladstone's rent
expense for the fiscal year ended April 30, 1998 was $1,501,000 as compared to
$1,116,000 for the fiscal year ended April 30, 1997; an increase of 34.5%. The
increase in Gladstone's rent is attributable to the new concession agreement
between the Registrant and the county of Los Angeles that commenced on November
1, 1997. Minimum annual rent for the first two years of the agreement is
$1,531,250 per year, increasing to $1,750,000 per year over the remaining
eighteen years of the agreement. The Registrant records rent expense on a
straight line basis over the life of the agreement.
The Registrant's labor costs have been impacted by the implementation
of a higher minimum wage. Beginning October 1, 1996, federal and state
legislation mandated four separate increases in the minimum wage to the current
California state minimum wage of $5.75 per hour, $.60 per hour
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above the new federal standard. At present, the state of California, unlike most
states, does not allow any adjustment of minimum wage for employees that receive
tips. These wage increases, unless offset by an adjustment for tipped employees,
have and will continue to have an adverse impact on the Registrant's labor
costs. The Registrant also believes that these mandated increases in minimum
wage have resulted in higher prices paid for most major food products. To
partially offset the higher food and labor costs, the Registrant has implemented
certain menu price increases at both of its restaurants.
The increase in cost of goods sold for fiscal 1997, is primarily due to
significantly higher prices paid for certain key food products, including live
Maine lobster, dungeness crab, fresh poultry and most dairy products. Prices on
these items, except for dungeness crab, began to moderate in the second half of
the 1997 fiscal year.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expense for the year ended April
30, 1998 increased $583,000 or 52.4% as compared with the year ended April 30,
1997. Such increase was primarily attributable to an incentive bonus
arrangement, approved by the board of directors, for two senior executives. The
bonus was contingent upon (i) the execution of a new concession agreement for
Gladstone's for a minimum of ten years, on terms acceptable to the board of
directors and (ii) the repayment in full of Sea View's debt obligations to Bank
of America. As of October 31, 1997, the two contingencies were satisfied and the
bonuses were earned. The Registrant recorded a bonus expense of $370,000 for the
year ended April 30, 1998, and the bonuses were paid in full as of July 15,
1998. The Registrant also recorded an expense of $68,000 for consulting fees
relating to the execution of the new concession agreement for Gladstone's, and
$131,000 of financing costs attributable to the letter of credit and other
financing transactions. Additionally, the Registrant recorded an expense of
$81,000 for the cost of repairing a rock revetment to protect Gladstone's from
the ocean waves caused by the 1998 El Nino storms.
Selling, general and administrative expense for the year ended April
30, 1997, increased $99,000 or 9.8% as compared with the year ended April 30,
1996. The Registrant incurred approximately $147,000 of expenses related to the
Registrant's response to the County's "Request for Proposal" for a twenty year
concession agreement to remain as the operator of the restaurant site where
Gladstone's currently operates. These expenses included legal fees,
architectural design, proposal preparation, economic analysis and a
nonrefundable fee of $25,000 paid to the County for the right to negotiate
exclusively.
LEGAL AND LITIGATION SETTLEMENT
Legal and litigation settlement expenses for the year ended April 30,
1998 increased by $323,000, or 248.5% as compared with the year ended April 30,
1997. The increase is primarily due to legal expenses and settlement costs
involving an employment related litigation matter that was resolved in October
1997 (See Part II - Item 1 - Legal Proceedings in the Registrant's Form 10-Q for
the three months ended October 31, 1997). Additionally, the Registrant incurred
legal expenses associated with the negotiation of the new concession agreement
for Gladstone's. All costs related to the negotiation of such concession
agreement were expensed as incurred.
For the year ended April 30, 1997, legal and litigation settlement
expenses decreased $27,000 or 17.2% as compared with the year ended April 30,
1996. This decrease is primarily due to the elimination of certain litigation
that was active during Fiscal 1996.
INTEREST EXPENSE
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For the year ended April 30, 1998, the Registrant recorded interest
expense of $15,000, net of interest income of $19,000, primarily related to the
revolving line of credit. The balance of interest expense for fiscal year 1998
is related to a capital lease for certain restaurant equipment.
For the year ended April 30, 1996, the Registrant incurred interest
expense of $43,000 related primarily to the 9.75% Convertible Subordinated Notes
("Convertible Notes"). The Convertible Notes were partially redeemed by the
Registrant in October 1995 and the unredeemed portion of the notes converted
into common stock as of October 30, 1995. The balance of the interest expense in
fiscal year 1996 as well as the interest expense recorded in fiscal year 1997 is
related to a capital lease for certain restaurant equipment.
INCOME TAX EXPENSE
For the year ended April 30, 1998, 1997, and 1996, the Registrant
recorded income tax expense of $38,000, $21,000, and $16,000, respectively,
representing federal and state taxes, primarily alternative minimum tax.
IMPACT OF YEAR 2000
The Year 2000 Issue is the result of computer programs being written
using two digits rather than four to define the applicable year. Any of the
Registrant's computer programs that have time-sensitive software may recognize a
date using "00" as the year 1900 rather than the year 2000. This could result in
a system failure or miscalculations causing disruptions of operations,
including, among other things, a temporary inability to process transactions,
send invoices, or engage in similar normal business activities.
The Registrant has determined that it will be required to modify or
replace portions of its software so that its computer systems will function
properly with respect to dates in the year 2000 and thereafter. The Registrant
also has initiated formal communications with its significant suppliers and
large customers to determine the extent to which the Registrant's interface
systems are vulnerable to those third parties' failure to remediate their own
year 2000 Issues. The Registrant presently believes that with modifications to
existing software and conversion to new software, the cost of which is not
expected to be material to the Registrant's results of operation or financial
position, the Year 2000 Issue will not pose significant operational problems for
its computer systems. The Registrant will use both internal and external
resources to reprogram, or replace, and test the software for Year 2000
modifications. The Registrant anticipates completing the Year 2000 project prior
to any anticipated impact on its operating systems. However, if such
modifications and conversions are not made, or are not completed timely, the
year 2000 Issue could have a material adverse effect on the operations of the
Registrant. Likewise, there can be no assurance that the systems of other
companies on which the Registrant's systems rely will be timely converted and
would not have a material adverse effect on the Registrant.
LIQUIDITY AND CAPITAL RESOURCES
Sea View and the County executed a twenty year concession agreement for
Gladstone's that commenced on November 1, 1997. The terms of the agreement
require 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 will be
reduced after three years if Sea View completes certain capital improvement
obligations and meets a minimum net worth test for the prior twelve months. The
agreement also requires that Sea View complete at least $2,700,000 in
renovations to the restaurant facility by January 1999.
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The Registrant posted the letter of credit 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. The letter of credit expires on October 31, 1998, unless extended
prior to expiration. In consideration of providing the cash collateral, the
Registrant paid Overhead $80,000 for the period November 1, 1997 through April
30, 1998, and will pay an additional fee of $100,000 for the period beginning
May 1, 1998 through October 31, 1998. In the event that any amounts are drawn
down on the letter of credit, such amounts will automatically convert into a
debt obligation of the Registrant, payable with interest ninety days (or earlier
under certain circumstances) from the date of such conversion.
On September 8, 1997, Sea View repaid all remaining debt obligations
under its loan agreement with Bank of America. (See Note E to the Consolidated
Financial Statements for further information). On November 24, 1997, Sea View
entered into a one year, $1,000,000 unsecured line of credit agreement with
Outside LLC, an entity affiliated with Overhead, with one of the Registrant's
principal shareholders and with a member of its board of directors. This
agreement provides for interest of 10% on all amounts borrowed, requires a
commitment fee of 1.25% of the total line and is guaranteed by the Registrant.
The line will be used by Sea View for seasonal working capital needs as well as
for certain renovations to Gladstone's. At April 30, 1998, $700,000 was borrowed
and outstanding on the line of credit.
The Registrant is currently evaluating available options to raise the
necessary funds or receive appropriate commitments to complete the required
renovations to Gladstone's. The Registrant has an offer and term sheet with a
related party regarding the providing of long term financing of $2,000,000 to
$3,000,000 subject to certain conditions of closing. The Registrant is seeking
to procure funding prior to October 1998, when the major renovations to
Gladstone's are anticipated to begin. There can be no assurance that the
Registrant will be successful in completing the required equity or debt
financing. Failure to substantially commence construction, as defined in the
concession agreement, is an event of default under such agreement.
The Registrant is also 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.
Capital expenditures for the year ended April 30, 1998 totaled
approximately $204,000. The terms of the concession agreement between Sea View
and the County require Sea View to expend approximately $2,700,000 on
renovations to Gladstone's. The timing of such renovations is subject to the
receipt of all necessary permits. While the Registrant has begun to incur
capital expenditures related to the renovations, the majority of these costs
will be incurred in Fiscal 1999.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Except for the historical information contained herein, certain
statements in this Form 10-K, including statements in this Item and in
"Business" 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 new
concession agreement, including the maintenance of a $2,000,000 letter of
credit, the payment of significantly higher rental payments and completion of
required renovations; the Registrant's ability to generate
11
12
an operating profit based on the terms of the 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-K and the Registrant's other filings with the
SEC.
ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not Applicable
ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CALIFORNIA BEACH RESTAURANTS, INC.
INDEX TO FINANCIAL STATEMENTS
Page
----
Report of Independent Auditors 15
Consolidated Balance Sheets - April 30, 1998 and 1997 16
Consolidated Statements of Operations for each of the three
years in the period ended April 30, 1998 18
Consolidated Statements of Stockholders' Equity (Deficit) for
each of the three years in the period ended April 30, 1998 19
Consolidated Statements of Cash Flows for each of the
three years in the period ended April 30, 1998 20
Notes to Consolidated Financial Statements 22
Schedule No. Description
I Condensed Financial Information of Registrant
California Beach Restaurants, Inc. (1996 and 1997) 35
All other schedules for which provision is made in the applicable
accounting regulations of the Securities and Exchange Commission are not
required under the related instructions or are inapplicable and, therefore, have
been omitted.
ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None
12
13
PART III
ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information concerning directors and executive officers is incorporated
herein by reference from the sections entitled "Election of Directors" and
"Section 16(a) Beneficial Ownership Reporting Compliance" in the Registrant's
1998 Proxy Statement, or if such Proxy Statement is not filed within 120 days of
the Registrant's fiscal year end, such information will be included in an
amendment to this Form 10-K filed within such timeframe.
ITEM 11 EXECUTIVE COMPENSATION
Information concerning executive compensation is incorporated herein by
reference from the section entitled "Executive Compensation" in the Registrant's
1998 Proxy Statement, or if such Proxy Statement is not filed within 120 days of
the Registrant's fiscal year end, such information will be included in an
amendment to this Form10-K filed within such timeframe.
ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
Information concerning security ownership of certain beneficial owners
and management is incorporated herein by reference from the section entitled
"Security Ownership of Certain Beneficial Owners and Management" in the
Registrant's 1998 Proxy Statement, or if such Proxy Statement is not filed
within 120 days of the Registrant's fiscal year end, such information will be
included in an amendment to this Form10-K filed within such timeframe.
ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information concerning certain relationships and related transactions is
incorporated herein by reference from the section entitled "Certain
Relationships and Related Transactions" in the Registrant's 1998 Proxy
Statement, or if such Proxy Statement is not filed within 120 days of the
Registrant's fiscal year end, such information will be included in an amendment
to this Form10-K filed within such timeframe.
PART IV
ITEM 14 EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
ON FORM 8-K
(a)(1) Financial Statements
Page No.
--------
Report of Independent Auditors 15
Consolidated Balance Sheets - April 30, 1998 and 1997 16
13
14
Consolidated Statements of Operations for each of the three years
in the period ended April 30, 1998 18
Consolidated Statements of Stockholders' Equity (Deficit) for
each of the three years in the period ended April 30, 1998 19
Consolidated Statements of Cash Flows for each of the three years
in the period ended April 30, 1998 20
Notes to Consolidated Financial Statements 22
(2) Financial Statement Schedule
Schedule No. Description
I Condensed Financial Information of Registrant,
California Beach Restaurants, Inc. (1996 and 1997) 35
All other schedules for which provision is made in the applicable
accounting regulations of the Securities and Exchange Commission are
not required under the related instructions or are inapplicable and,
therefore, have been omitted.
(3) Exhibits
The exhibits listed on the accompanying Index to Exhibits are
filed as part of this Annual Report on Form 10-K.
(b) Reports on Form 8-K
None
(c) Exhibits
All exhibits required by Item 601 are listed on the accompanying Index
to Exhibits described in (a)(3) above.
(d) Financial Statement Schedules
All of the financial statement schedules which are required by the
regulations of the Securities and Exchange Commission are either
inapplicable or are included as part of Item 8 herein.
14
15
REPORT OF INDEPENDENT AUDITORS
Board of Directors
California Beach Restaurants, Inc.
We have audited the accompanying consolidated balance sheets of California Beach
Restaurants, Inc. and subsidiaries as of April 30, 1998 and 1997, and the
related consolidated statements of operations, stockholders' equity, and cash
flows for each of the three years in the period ended April 30, 1998. Our audits
also included the financial statement schedule listed in the Index at Item
14(a). These financial statements and schedule are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements and schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
California Beach Restaurants, Inc. and subsidiaries at April 30, 1998 and 1997,
and the consolidated results of their operations and their cash flows for each
of the three years in the period ended April 30, 1998, in conformity with
generally accepted accounting principles. Also, in our opinion, the related
financial statement schedule, when considered in relation to the basic financial
statements taken as a whole, presents fairly, in all material respects, the
information set forth therein.
ERNST & YOUNG LLP
Los Angeles, California
June 8, 1998
15
16
CALIFORNIA BEACH RESTAURANTS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
April 30,
---------------------------
1998 1997
---------- ----------
Current Assets:
Cash $ 252,000 $ 626,000
Restricted cash -- 475,000
Trade and other receivables 39,000 51,000
Inventories 162,000 286,000
Prepaid expenses 321,000 234,000
---------- ----------
Total current assets 774,000 1,672,000
---------- ----------
Fixed Assets - net of accumulated
depreciation and amortization (Note C) 946,000 1,075,000
Other Assets:
Goodwill, net of accumulated
amortization of $5,298,000 (1998) and
$4,584,000 (1997) 1,427,000 2,141,000
Other 174,000 190,000
---------- ----------
Total Assets $3,321,000 $5,078,000
========== ==========
The accompanying notes to consolidated financial statements are an integral part
of this statement.
16
17
CALIFORNIA BEACH RESTAURANTS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (CONTINUED)
LIABILITIES AND STOCKHOLDERS' EQUITY
April 30,
--------------------------------
1998 1997
------------ ------------
Current Liabilities:
Accounts payable $ 568,000 $ 673,000
Accrued liabilities 895,000 713,000
Current portion of long-term debt (Note E) -- 1,488,000
Revolving line of credit - related party (Note D) 700,000 --
------------ ------------
Total current liabilities 2,163,000 2,874,000
Deferred rent 207,000 --
Other Liabilities 167,000 --
Stockholders' Equity (Notes B and G):
Common stock, $.01 par value, authorized
25,000,000 shares, issued and outstanding
3,401,000 shares at April 30, 1998 and
1997 34,000 34,000
Preferred Stock, no par value, authorized
1,818,755 shares, none issued and
outstanding at April 30, 1998 and 1997 (Note G) -- --
Additional paid-in capital 13,175,000 13,175,000
Deficit in retained earnings (12,425,000) (11,005,000)
------------ ------------
Total stockholders' equity 784,000 2,204,000
------------ ------------
Total Liabilities and Stockholders' Equity $ 3,321,000 $ 5,078,000
============ ============
The accompanying notes to consolidated financial statements are an integral
part of this statement.
17
18
CALIFORNIA BEACH RESTAURANTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Year Ended April 30,
----------------------------------------------------
1998 1997 1996
------------ ------------ ------------
Sales $ 14,162,000 $ 15,164,000 $ 15,257,000
Costs and expenses:
Cost of goods sold 12,371,000 12,438,000 12,335,000
Selling, general and administrative 1,696,000 1,113,000 1,014,000
Legal and litigation settlement 453,000 130,000 157,000
Depreciation 299,000 445,000 431,000
------------ ------------ ------------
(657,000) 1,038,000 1,320,000
Other income (expenses):
Interest expense, net (15,000) (2,000) (43,000)
Amortization of intangible assets (714,000) (718,000) (714,000)
Other, net 4,000 30,000 30,000
------------ ------------ ------------
Income (loss) before income taxes (1,382,000) 348,000 593,000
Income tax provision (Note F) 38,000 21,000 16,000
------------ ------------ ------------
Net Income (loss) $ (1,420,000) $ 327,000 $ 577,000
============ ============ ============
Net Income (loss) per common share:
Basic $ (.42) $ .10 $ .20
============ ============ ============
Diluted $ (.42) $ .10 $ .18
============ ============ ============
Weighted average shares outstanding:
Basic 3,401,000 3,401,000 2,931,000
Diluted 3,401,000 3,401,000 3,401,000
The accompanying notes to consolidated financial statements are an integral
part of this statement.
18
19
CALIFORNIA BEACH RESTAURANTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
Series A Convertible
Common Stock Preferred Stock Additional Deficit in
-------------------------- --------------------------- paid-in Retained
Shares Amount Shares Amount capital Earnings Total
------------ ------------ ------------ ------------ ------------ ------------ ------------
Balance at April 30, 1995 280,000 $ 3,000 2,223,556 $ 1,694,000 $ 10,853,000 $(11,909,000) $ 641,000
Conversion of Series A
Convertible Preferred Stock
into common stock 2,181,000 22,000 (2,223,556) (1,694,000) 1,672,000 -- --
Common stock issued
pursuant to Rights Offering 244,000 2,000 -- -- 77,000 -- 79,000
Conversion of 9.75%
Convertible Subordinated
Notes 696,000 7,000 -- -- 573,000 -- 580,000
Net Income -- -- -- -- -- 577,000 577,000
------------ ------------ ------------ ------------ ------------ ------------ ------------
Balance at April 30, 1996 3,401,000 34,000 -- -- 13,175,000 (11,332,000) 1,877,000
Net Income -- -- -- -- -- 327,000 327,000
------------ ------------ ------------ ------------ ------------ ------------ ------------
Balance at April 30, 1997 3,401,000 34,000 -- -- 13,175,000 (11,005,000) 2,204,000
Net Loss -- -- -- -- -- (1,420,000) (1,420,000)
------------ ------------ ------------ ------------ ------------ ------------ ------------
Balance at April 30, 1998 3,401,000 $ 34,000 -- -- $ 13,175,000 $(12,425,000) $ 784,000
============ ============ ============ ============ ============ ============ ============
The accompanying notes to consolidated financial statements are an
integral part of this statement.
19
20
CALIFORNIA BEACH RESTAURANTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended April 30,
-----------------------------------------------
1998 1997 1996
----------- ----------- -----------
Operating activities:
Net Income (loss) $(1,420,000) $ 327,000 $ 577,000
Adjustments to reconcile net income (loss)
to cash provided by operations:
Depreciation and amortization 1,013,000 1,163,000 1,145,000
Loss on retirement of fixed assets 34,000 -- --
Changes in operating assets and liabilities:
Restricted cash 475,000 25,000 --
Trade and other receivables 12,000 (24,000) (5,000)
Inventories 124,000 (25,000) 1,000
Prepaid expenses (87,000) (31,000) (48,000)
Accounts payable (105,000) (24,000) 32,000
Accrued liabilities 182,000 (57,000) 87,000
Increase in deferred rent 207,000 -- --
Increase in other liabilities 167,000 -- --
----------- ----------- -----------
Cash provided by operations 602,000 1,354,000 1,789,000
----------- ----------- -----------
Investing activities:
Increase (decrease) in other assets 16,000 (14,000) (33,000)
Additions to fixed assets (204,000) (110,000) (259,000)
----------- ----------- -----------
Net cash used in investing activities (188,000) (124,000) (292,000)
----------- ----------- -----------
Financing activities:
Principal payments on borrowings (1,488,000) (1,228,000) (1,242,000)
Borrowings 700,000 -- --
Redemption of 9.75% Convertible
Subordinated Notes -- -- (203,000)
Net proceeds from Rights Offering -- -- 79,000
----------- ----------- -----------
Net cash used in financing
activities (788,000) (1,228,000) (1,366,000)
----------- ----------- -----------
The accompanying notes to consolidated financial statements are an integral
part of this statement.
20
21
CALIFORNIA BEACH RESTAURANTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
Year Ended April 30,
----------------------------------------
1998 1997 1996
--------- --------- ---------
Net increase (decrease) in cash $(374,000) $ 2,000 $ 131,000
Cash at beginning of period 626,000 624,000 493,000
--------- --------- ---------
Cash at end of period $ 252,000 $ 626,000 $ 624,000
========= ========= =========
Supplemental disclosures of cash flow
information:
Cash paid during the year for:
Interest $ 22,000 $ 2,000 $ 70,000
========= ========= =========
Income taxes $ 7,000 $ 30,000 $ 2,000
========= ========= =========
The Company incurred a capital lease obligation of $21,000 in connection
with a lease agreement to acquire equipment during the year ended April 30,
1996.
The accompanying notes to consolidated financial statements are an integral
part of this statement.
21
22
CALIFORNIA BEACH RESTAURANTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BUSINESS
The Registrant has operations in a single business segment, the
ownership and management of two restaurants, Gladstone's 4 Fish and RJ's -
Beverly Hills.
FISCAL YEAR
The Registrant's fiscal year ends on April 30. The Registrant's
restaurant operations are conducted through its wholly-owned subsidiary, Sea
View Restaurants, Inc. ("Sea View"). Sea View's fiscal year is the 52 or 53
week period ending on the Thursday closest to April 30. Fiscal year 1998 ended
on April 30, 1998 and contained 52 weeks. Fiscal year 1997 ended on May 1, 1997
and contained 52 weeks while fiscal year 1996 ended on May 2, 1996 and
contained 53 weeks.
CONSOLIDATION
The consolidated financial statements of California Beach Restaurants,
Inc. and subsidiaries include the accounts of the parent company and its
wholly-owned subsidiaries. All material intercompany accounts and transactions
have been eliminated in consolidation.
RESTRICTED CASH
At April 30, 1998 and 1997, the Registrant had $0 and $475,000,
respectively, in restricted cash. The restricted cash balance at April 30, 1997
was maintained pursuant to a financial covenant of the Registrant's
restructured bank loan (see Note B).
INVENTORIES
Inventories are stated at the lower of cost or market. Cost is
determined principally by the first-in, first-out method. Inventories consist
primarily of food, beverages and other restaurant supplies.
FIXED ASSETS
Fixed assets are stated at cost. Depreciation on furniture and
equipment is computed by the straight-line method using lives ranging from 3 to
8 years. Leasehold improvements are amortized over the remaining terms of the
leases (including options expected to be exercised) or the estimated lives of
the improvements, principally 7 years, whichever is less.
22
23
CALIFORNIA BEACH RESTAURANTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
INCOME TAXES
The Registrant uses the liability method of accounting for income
taxes pursuant to Statement of Financial Accounting Standards No. 109 ("SFAS
109"), "Accounting for Income Taxes."
NET INCOME (LOSS) PER SHARE
Net income (loss) per share has been computed in accordance with SFAS
No. 128, "Earnings per share."
GOODWILL
Goodwill is stated at cost and is being amortized using the
straight-line method over 10 years. The remaining amortization period will
result in future annual amortization expense of approximately $714,000.
STOCK-BASED COMPENSATION
The Registrant has elected to continue to account for its stock-based
compensation arrangements using the intrinsic value-based method prescribed by
Accounting Principles Board (APB) No. 25, "Accounting for Stock Issued to
Employees" and related Interpretations. In October 1995, the Financial
Accounting Standards Board issued "Accounting for Stock-based Compensation"
(SFAS No. 123). The statement is effective for fiscal years beginning after
December 15, 1995. Under SFAS No. 123, stock-based compensation expense is
measured using either the intrinsic value method as prescribed by Accounting
Principle Board Opinion No. 25 or the fair value method described in SFAS No.
123. The Registrant adopted the pro forma disclosure requirements of SFAS No.
123 in Fiscal 1997 (See note G).
23
24
CALIFORNIA BEACH RESTAURANTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
LONG-LIVED ASSET
The Registrant adopted the provisions of SFAS No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be
Disposed of" effective with its fiscal year ending April 30, 1997. SFAS No. 121
requires an entity to review long-lived assets and certain identifiable
intangibles whenever events or changes in circumstances indicate the carrying
amount of an asset may not be recoverable. Impairment losses are recognized
when the carrying amount of the asset exceeds the estimated fair value of the
asset. There was no impact on the Registrant as a result of implementing SFAS
No. 121.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the consolidated financial
statements and accompanying notes. Actual results could differ from those
estimates.
RECLASSIFICATIONS
Certain amounts have been reclassified in the Fiscal 1997 and Fiscal
1996 financial statements to conform to the Registrant's 1998 presentation.
NOTE B - RESTRUCTURING OF SENIOR AND SUBORDINATED
CONTINGENT DEBT AND PRIVATE PLACEMENT
On December 22, 1994, the Registrant completed a restructuring of Sea
View's bank loan and settlement of a contingent note, and concurrently completed
a private placement of securities to finance such restructuring and settlement.
At the date of the bank debt restructuring, the Registrant owed the bank
$8,166,000 in principal and $1,514,000 in accrued and unpaid interest. The
restructured bank loan provided for the payment by Sea View of an aggregate of
$4,700,000, of which $1,300,000 was paid on or before December 22, 1994, and a
balance of $3,400,000 which was represented by two notes; a senior secured note
in the amount of $3,000,000, bearing interest at 12% per annum, and payable at
varying monthly amounts through October 31, 1997, and a junior secured note in
the amount of $400,000 accruing interest at 12% per annum with both interest and
principal payable in a single lump sum on October 31, 1997. Interest to maturity
on the senior secured and junior secured notes of $563,000 and $157,000,
respectively was included in the carrying value of such notes, in accordance
with Financial Accounting Standards Board Statement No. 15, "Accounting by
Debtors and Creditors for Troubled Debt Restructuring", and was not recognized
as interest expense through October 31, 1997. Such notes were guaranteed by the
Registrant. As additional consideration for the debt restructuring, the
Registrant issued to the bank 1,223,556 shares of a new issue Series A
Convertible Preferred Stock ("Convertible Preferred Stock") that converted into
1,200,000 shares of common stock on May 1, 1995 upon the filing of a Certificate
of Amendment to the Articles of Incorporation of the Registrant effecting a one
for 33.286962 reverse stock split (constituting 30% of the combined voting power
of all outstanding
24
25
shares on a fully diluted basis). The bank was also entitled to two
representatives on the Board of Directors of the Registrant until the
restructured debt had been repaid or the bank had sold at least 25% of its stock
holdings. Also, the bank is entitled to participate in certain future equity
offerings by the Registrant in order to maintain its percentage equity
ownership.
The private financing which raised the funds necessary to effect the
bank debt restructuring and Contingent Note settlement, involved a total
investment of $1,600,000, excluding expenses, consisting of $817,290 of
Convertible Preferred Stock and $782,710 of Convertible Notes. 1,000,000 shares
of the Convertible Preferred Stock were issued at $.81729 per share. These
shares automatically converted into common stock on May 1, 1995 upon the filing
of a Certificate of Amendment to the Articles of Incorporation of the Registrant
effecting a one for 33.286962 reverse stock split.
NOTE C - FIXED ASSETS
Detail of the Registrant's fixed assets are listed below:
April 30,
-----------------------------
1998 1997
----------- -----------
Construction in Progress $ 74,000 $ --
Leasehold improvements 2,732,000 2,754,000
Furniture and equipment 1,003,000 925,000
----------- -----------
3,809,000 3,679,000
Less accumulated depreciation and amortization (2,863,000) (2,604,000)
----------- -----------
$ 946,000 $ 1,075,000
=========== ===========
NOTE D - REVOLVING LINE OF CREDIT - RELATED PARTY
On November 24, 1997 Sea View entered into a one year, $1,000,000
unsecured line of credit agreement with Outside LLC, an entity affiliated with
one of the Registrant's principal shareholders and with a member of its board of
directors. This agreement provides for interest of 10% on all amounts borrowed,
requires a commitment fee of 1.25% of the total line and is guaranteed by the
Registrant. The line will be used by Sea View for seasonal working capital needs
as well as for certain renovations to Gladstone's. At April 30, 1998, $700,000
was borrowed and outstanding under the line of credit. The line of credit
restricts any distribution to the Registrant except for distributions for taxes
paid or for repayment of intercompany loans.
25
26
CALIFORNIA BEACH RESTAURANTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
NOTE E - DEBT
During 1990 Sea View entered into a loan agreement with a bank in
connection with the acquisition of its restaurant operations. On December 22,
1994 Sea View completed a restructuring of its bank debt and entered into an
Amended and Restated Loan Agreement ("Amended Loan") (See Note B). The Amended
Loan included a senior secured note in the principal amount of $3,000,000,
bearing interest at 12% per annum, and payable at varying monthly amounts
through October 31, 1997, and a junior secured note in the amount of $400,000
accruing interest at 12% per annum with both interest and principal payable in
a single lump sum on October 31, 1997. Interest to maturity on the senior
secured and junior secured notes was included in the carrying value of such
notes, in accordance with SFAS No. 15, "Accounting by Debtors and Creditors for
Troubled Debt Restructuring," and was recognized as interest expense over the
repayment term. At April 30, 1997, the balance of the senior secured note was
$931,000, including $31,000 of future interest costs and the balance on the
junior secured note was $557,000, including $30,000 of future interest costs.
The senior secured note and junior secured note were fully repaid on September
8, 1997.
The Amended Loan required that Sea View meet certain financial
covenants and restricted capital expenditures, payment of dividends,
repurchases of common stock, acquisitions or mergers, disposition of property
and the ability to incur or assume additional indebtedness.
NOTE F - INCOME TAXES
The provision for income taxes consists of the following:
Year Ended April 30,
---------------------------------------------
1998 1997 1996
------- ------- -------
Current:
Federal $26,000 $ 2,000 $12,000
State 12,000 19,000 4,000
------- ------- -------
$38,000 $21,000 $16,000
======= ======= =======
Deferred:
Federal $ -- $ -- $ --
State $ -- $ -- $ --
------- ------- -------
$ -- $ -- $ --
======= ======= =======
26
27
CALIFORNIA BEACH RESTAURANTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
NOTE F - INCOME TAXES - CONTINUED
As of April 30, 1998, the Registrant has available for federal income
tax purposes net operating loss carryovers available to offset certain future
taxable income of approximately $4,609,000 and state net operating loss
carryovers of approximately $1,518,000 which expire from 1999 through 2010.
As a result of changes in control in prior years, net operating losses
of $4,126,000 that expire through 2010 are subject to certain restrictions
which limit their future use to approximately $277,000 per year. As a result of
this limitation, approximately $802,000 of these net operating loss
carryforwards may expire without any utilization.
The restructuring transactions described in Note B qualified for the
Stock-for-Debt exception in Internal Revenue Code Section 108. Accordingly, the
cancellation of debt income amount was not taxable for income tax purposes.
The effective income tax rate on income (loss) varied from the
statutory federal income tax rate as follows:
1998 1997 1996
------ ------ ------
Statutory federal rate (34.0)% 35.0% 35.0%
Increase (decrease):
State income taxes, net of
federal tax benefit .1 5.5 .7
Reduction in valuation reserve as a
result of the utilization of net
operating loss carryforwards -- (35.0) (35.0)
Alternative Minimum Tax -- .5 2.0
Operating losses which resulted in
no current Federal tax benefit 34.0 -- --
------ ------ ------
Effective income tax rate .1 % 6.0% 2.7%
====== ====== ======
As of April 30, 1998 and 1997, the tax effect of the net operating
loss carryforwards and net deferred tax assets, for which a 100% valuation
allowance has been provided and which have not been recognized in the
Registrant's financial statements, is as follows:
27
28
CALIFORNIA BEACH RESTAURANTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
NOTE F - INCOME TAXES - CONTINUED
1998 1997
----------- -----------
Depreciation and amortization $ 2,182,000 $ 1,568,000
Nondeductible accruals 54,000 49,000
Net operating loss carryforwards 1,708,000 2,025,000
----------- -----------
Total deferred assets 3,944,000 3,642,000
----------- -----------
Valuation allowance (3,944,000) (3,642,000)
----------- -----------
Net deferred assets $ -- $ --
=========== ===========
NOTE G - STOCKHOLDERS' EQUITY
Convertible Preferred Stock:
On December 22, 1994, the Registrant issued 1,223,556 shares of
Convertible Preferred Stock to its bank pursuant to an agreement whereby the
bank restructured certain outstanding senior secured debt (See Note B). These
shares were valued at $980,000, net of issuance expenses of $20,000. The
Registrant also sold 1,000,000 shares of Convertible Preferred Stock at $.81729
per share in a private placement on December 22, 1994. Funds received from this
private placement were used to effect the restructuring of the senior secured
debt.
On May 1, 1995, the bank's Convertible Preferred Stock and the
private placement Convertible Preferred Stock automatically converted into
1,200,000 and 980,748 shares of common stock, respectively, upon the filing of
a Certificate of Amendment to the Articles of Incorporation of the Registrant
effecting a one for 33.286962 reverse stock split. Upon such conversion, no
shares of Convertible Preferred Stock remain outstanding.
Rights Offering:
On October 18, 1995, the Registrant completed a Rights Offering to
certain shareholders that did not participate in the December 22, 1994 private
placement. Eligible shareholders as of September 11, 1995 received 4.7215
rights for each share of stock that they owned. Each right entitled the holder
to purchase one share of common stock at $.83 per share. The Registrant raised
approximately $203,000 from the exercise of 244,020 rights. The proceeds from
the offering were distributed to holders of the convertible note on a prorata
basis. The unredeemed portion of the convertible notes converted into 696,000
shares of common stock.
28
29
CALIFORNIA BEACH RESTAURANTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
NOTE G - STOCKHOLDERS' EQUITY -CONTINUED
Stock Options:
The Omnibus Stock Plan, which received shareholder approval in April
1995, provides for the issuance of a maximum of 1,000,000 shares of common
stock. The plan provides for the issuance of stock options, stock appreciation
rights, restricted stock and other awards to participants as selected by the
Stock Plan Committee of the Board of Directors, which administers the plan.
Options granted pursuant to all of these plans have expiration dates which do
not exceed ten years from the date of grant.
The Registrant has elected to follow Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees" (APB 25) and related
interpretations in accounting for its employee stock options because, as
discussed below, the alternative fair value accounting provided for under FASB
statement No. 123, "Accounting for Stock-Based Compensation," requires use of
option valuation models that were not developed for use in valuing employee
stock options. Under APB 25, when the exercise price of the Registrant's
employee stock options equals the market price of the underlying stock on the
date of grant, no compensation expense is recognized.
Pro forma information regarding net income and earnings per share is
required by Statement 123, and has been determined as if the Registrant had
accounted for its employee stock options under the fair value method of that
statement. The fair value for these options was estimated at the date of grant
using a Black-Scholes option pricing model with the following weighted average
assumptions: weighted-average risk-free interest rate of 6% for 1996, 1997 and
1998, dividend yields of 0% for 1996, 1997 and 1998, weighted-average volatility
factors of the expected market price of the Registrant's common stock ranging
from .15 to .30; and a weighted-average expected life of the option of five
years. There have been no posted bid prices for the Registrant's common stock
since 1995. The amortization of the fair value of options granted was immaterial
for 1996, 1997 and 1998.
The Black-Scholes option valuation model was developed for use in
estimating the fair value of traded options that have no vesting restrictions
and are fully transferable. In addition, option valuation models require the
input of highly subjective assumptions including the expected stock price
volatility. Because the Registrant's employee stock options have characteristics
significantly different from those of traded options, and because changes in the
subjective input assumptions can materially affect the fair value estimates, in
the management's opinion, the existing models do not necessarily provide a
reliable single measure of the fair value of its employee stock options.
The following schedule summarizes the changes in stock options for the
three years ended April 30, 1998 under the plans:
29
30
CALIFORNIA BEACH RESTAURANTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
NOTE G - STOCKHOLDERS' EQUITY -CONTINUED
Number of Exercise Weighted Average
Options Price Exercise Price
--------- -------- ----------------
Outstanding at April 30, 1995 590,500 $ .83-$33.29 $ .86
Granted 30,000 .83 .83
Cancelled (41,000) .83 .83
Exercised -- -- --
-------- -------- --------
Outstanding at April 30, 1996 579,500 $ .83-$33.29 $ .86
Granted -- -- --
Cancelled (40,500) .83-33.29 1.23
Exercised -- -- --
-------- -------- --------
Outstanding at April 30, 1997 539,000 $ .83 $ .83
======== ======== ========
Granted 48,000 .83 .83
Cancelled (15,000)
Exercised -- -- --
-------- -------- --------
Outstanding at April 30, 1998 572,000 $ .83 $ .83
======== ======== ========
Exercisable at April 30, 1998 537,000 $ .83 $ .83
======== ======== ========
The weighted average remaining contractual life of these options is 7
years.
Pursuant to an existing Registration Rights Agreement, if the
Registrant registers any class of equity security under the Securities Act of
1933, certain investors with a certain minimum number of shares of the
Registrant's common stock, individually or in aggregate, can request that their
shares be included in such registration.
Pursuant to the terms of certain stock purchase agreements relating to
the Registrant's December 1994 private placement, investors together with the
bank, holding at least 20% of the common stock into which the Convertible
Preferred Stock was converted have two demand registration rights to require the
Registrant to register such shares for resale under the Securities Act of 1933
for resale to the public. Such investors, together with the bank, will also be
entitled to certain incidental registration rights. The Registrant will pay the
expenses in connection with any such incidental registrations and two such
demand registrations. In December 1995, the Registrant effected a registration
for resale of 3,004,282 shares on behalf of certain shareholders.
No shares were sold pursuant to such registration statement.
30
31
CALIFORNIA BEACH RESTAURANTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
NOTE H - EARNINGS PER SHARE
In February 1997, SFAS No. 128 "Earnings Per Share" was issued,
establishing standards for computing and presenting earnings per share for
publicly-held common stock or potential common stock. Statement No. 128
supersedes the standards for computing earnings per share previously found in
APB Opinion No. 15, Earnings Per Share and simplifies the standards for
computing earnings per share. In addition, SFAS No. 128 replaces the
presentation of basic and diluted earnings per share on the face of the income
statement for all entities with complex capital structures and requires a
reconciliation of the numerator and denominator of the basic earnings per share
computation to the numerator and denominator of the diluted earning per share
computation. The statement is effective for financial statements for both
interim and annual periods ending after December 15, 1997. All periods presented
reflect the adoption of SFAS No. 128. The impact of amounts previously reported
was not material.
A reconciliation of the numerator and denominator of basic earnings per
share and diluted earnings per share is as follows:
Year Ended April 30
1998 1997 1996
----------- ----------- -----------
Basic EPS Computation
Numerator $(1,420,000) $ 327,000 $ 577,000
Denominator:
Weighted average common
shares outstanding 3,401,000 3,401,000 2,931,000
----------- ----------- -----------
Total Shares 3,401,000 3,401,000 2,931,000
----------- ----------- -----------
Basic EPS $ (.42) $ .10 $ .20
=========== =========== ===========
Diluted EPS Computation:
Numerator $(1,420,000) $ 327,000 $ 577,000
Denominator:
Weighted average common
shares outstanding 3,401,000 3,401,000 2,931,000
Incremental shares from
assumed conversion
of convertible notes -- -- 470,000
----------- ----------- -----------
Total shares 3,401,000 3,401,000 3,401,000
----------- ----------- -----------
Diluted EPS $ (.42) $ .10 $ .18
=========== =========== ===========
31
32
CALIFORNIA BEACH RESTAURANTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
NOTE I - COMMITMENTS AND CONTINGENCIES
LEASES
The Registrant leases restaurant and office facilities under various
non-cancelable operating leases with remaining terms ranging from one to twenty
years. The terms of certain of the leases require additional rental payments
based on a percentage of the restaurants' sales in excess of a minimum amount.
Total amounts charged to rent expense under the Registrant's operating leases
for the three years ended April 30, 1998 are summarized below:
1998 1997 1996
---------- ---------- ----------
Restaurants:
Fixed minimum rentals $1,256,000 $ 630,000 $ 630,000
Percentage rentals 383,000 636,000 606,000
Other fixed minimum rentals 53,000 70,000 70,000
---------- ---------- ----------
Total $1,692,000 $1,336,000 $1,306,000
========== ========== ==========
On November 1, 1997, Sea View and the County of Los Angeles ("County")
executed a new twenty-year concession agreement. The previous agreement expired
on October 31, 1997. The agreement includes minimum annual rent payments of
$1,750,000, an increase of approximately $600,000 over rents paid in fiscal
1997. Percentage rents based on 10% of food sales and 12% of the sales of
alcoholic beverages, merchandise and parking lot revenues will be payable to the
extent that percentage rents exceed the minimum annual rent. The agreement
further requires the expenditure of at least $2,700,000 for renovations to the
restaurant facility by January, 1999. The Registrant has an offer and term sheet
with a related party regarding the providing of long-term financing of
$2,000,000 to $3,000,000 subject to certain conditions of closing. During the
first two years of the agreement, minimum annual rent is reduced by $218,750 per
year. Minimum annual rent will be adjusted every three years to 75% of average
total rent paid, per year, for the prior three years, but in no event less than
the current minimum rent. Minimum and percentage rent will be adjusted to fair
market rental value after ten years to the extent fair market rental value
exceeds minimum and percentage rents.
The agreement also requires Sea View to post a $2,000,000 letter of
credit in favor of the County, as a security deposit. The County may draw upon
the letter of credit if Sea View fails to pay rent as it comes due. The required
amount of the letter of credit will be reduced to an amount equal to three
months minimum rent upon Sea View's satisfaction of certain conditions,
including completion of the required capital improvements and maintenance of
certain net worth levels.
32
33
CALIFORNIA BEACH RESTAURANTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
NOTE I - COMMITMENTS AND CONTINGENCIES - CONTINUED
The Registrant posted the letter of credit 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. The letter of credit expires on October 31, 1998, unless extended
prior to expiration. In consideration of providing the cash collateral, the
Registrant paid Overhead $80,000 for the period November 1, 1997 through April
30, 1998, and will pay an additional fee of $100,000 for the period beginning
May 1, 1998 through October 31, 1998. In the event that any amounts are drawn
down on the letter of credit, such amounts will automatically convert into a
debt obligation of the Registrant, payable with interest ninety days (or earlier
under certain circumstances) from the date of such conversion.
The agreement also provides, in certain circumstances, for payment to
be made by Sea View to the County and/or approval rights to the County in the
event transactions constituting a "Change in Ownership" or "Financing Event", as
such terms are defined in the agreement, occur. These provisions may adversely
affect the Registrant's ability to engage in such transactions.
The parking lot for the Registrant's Gladstone's 4 Fish restaurant is
operated by a parking operator pursuant to a management agreement whereby the
Registrant pays a monthly fee for the operation of the parking facility. The
Registrant receives all revenues and pays all operating expenses under this
arrangement. During fiscal 1998, 1997 and 1996 the Registrant received
$146,000, $151,000 and $163,000, respectively pursuant to this arrangement, net
of all expenses (except rent). These amounts have been recorded as a reduction
to cost of goods sold.
Aggregate minimum annual rental commitments at April 30, 1998 were as follows:
Year Ending April 30,
---------------------
1999 $1,726,000
2000 1,946,000
2001 1,947,000
2002 1,948,000
2003 1,924,000
Thereafter 25,636,000
-----------
$35,127,000
===========
33
34
CALIFORNIA BEACH RESTAURANTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
NOTE I - COMMITMENTS AND CONTINGENCIES - CONTINUED
Employment Agreements:
Effective November 14, 1997, the Registrant entered into an employment
agreement with Alan Redhead, the Registrant's Chief Executive Officer. The
agreement sets forth certain of the terms of employment, including the right to
receive twelve months of salary as severance pay upon (i) termination of
employment without cause (as defined in the agreements) or (ii) resignation for
good reason (as defined in the agreements). The term of Mr. Redhead's agreement
is three years and provides for a current base salary of $214,000 subject to
annual cost of living adjustments.
Litigation:
The Registrant 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 of the Registrant.
34
35
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
CALIFORNIA BEACH RESTAURANTS, INC. AND SUBSIDIARIES
CONDENSED BALANCE SHEETS
April 30,
1997
----------
ASSETS
CURRENT ASSETS
Cash $ 298,000
Due from affiliates 845,000
----------
Total current assets 1,143,000
INVESTMENT IN WHOLLY-OWNED SUBSIDARIES 1,904,000
----------
$3,047,000
==========
LIABILITIES AND STOCKHOLDERS' EQUITY
DUE TO AFFILIATES $ --
CURRENT LIABILITIES 843,000
STOCKHOLDERS' EQUITY 2,204,000
----------
$3,047,000
==========
See notes to condensed financial statements.
35
36
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT - CONT.
CALIFORNIA BEACH RESTAURANTS, INC. AND SUBSIDIARIES
CONDENSED STATEMENTS OF OPERATIONS
Year ended April 30,
----------------------------
1997 1996
--------- ---------
Sales $ -- $ --
Costs and Expenses:
Selling, general and administrative (Note B) -- --
--------- ---------
--
Legal and litigation settlement -- --
Interest expense (income) -- (38,000)
Other Income 10,000 10,000
--------- ---------
Income (loss) before income taxes and equity
in net loss of subsidiaries 10,000 (28,000)
Income tax provision (Note C) 21,000 16,000
Equity in net income (loss) of subsidiaries 338,000 621,000
--------- ---------
Net income (loss) $ 327,000 $ 577,000
========= =========
See notes to condensed financial statements.
36
37
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT - CONT.
CALIFORNIA BEACH RESTAURANTS, INC. AND SUBSIDIARIES
CONDENSED STATEMENTS OF CASH FLOWS
Year ended April 30,
-----------------------------
1997 1996
--------- ---------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Income (loss) $ 327,000 $ 577,000
Adjustments to reconcile net Income (loss)
to cash provided by (used in) operations:
Equity in (income) loss of subsidiaries (338,000) (621,000)
Changes in assets and liabilities:
Accrued liabilities 21,000 (11,000)
Due to (from) affiliates (12,000) 189,000
--------- ---------
Cash provided by (used in) operations (2,000) 134,000
FINANCING ACTIVITIES:
Proceeds from the sale of Convertible
Preferred Stock -- --
Proceeds from issuance of Convertible Notes -- --
Net proceeds from Rights Offering -- 79,000
Redemption of Convertible Notes -- (203,000)
--------- ---------
Cash provided by financing activities -- (124,000)
--------- ---------
Increase (Decrease) in cash (2,000) 10,000
Cash at beginning of period 300,000 290,000
--------- ---------
Cash at end of period $ 298,000 $ 300,000
========= =========
See notes to condensed financial statements.
37
38
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT - CONT.
CALIFORNIA BEACH RESTAURANTS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED FINANCIAL STATEMENTS
NOTE A -- ACCOUNTING POLICIES
In the parent company - only financial statements, the Registrant's investment
in its wholly-owned subsidiaries is stated at cost adjusted for equity in
undistributed income and losses of the subsidiaries since date of acquisition.
Net undistributed losses aggregated $3,691,000 at April 30, 1998. Parent company
- - only financial statements should be read in conjunction with the Registrant's
consolidated financial statements. Parent company - only financial statements
are not required to be presented in Fiscal 1998. The new financing does not
restrict advances to the parent.
NOTE B -- SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
The Registrant allocates indirect corporate selling, general and administrative
expenses to each subsidiary based on the revenues generated by that subsidiary.
All revenues were generated by Sea View Restaurants, Inc. for the two years
ended April 30, 1997, thus no indirect selling, general and administrative
expenses were allocated to the parent company.
NOTE C -- INCOME TAXES
The Registrant files its federal and state income tax returns on a consolidated
basis. Under a tax sharing agreement California Beach Restaurants, Inc. has with
its subsidiaries, the subsidiaries provide for income taxes on a separate basis
as if they filed their own income tax returns. Any tax benefit which results
from filing consolidated tax returns are recognized by the parent company.
38
39
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 in the City of Los Angeles, in the
State of California, on July 21, 1998.
CALIFORNIA BEACH RESTAURANTS, INC.
By: Alan Redhead
-------------------------------------------
Alan Redhead, Chief Executive Officer
Samuel E. Chilakos
-------------------------------------------
Samuel E. Chilakos, Chief Financial Officer
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, this report has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
Alan Redhead Chairman of the Board,Chief July 21, 1998
- ------------------------------- Executive Officer and Director
Alan Redhead (Principal Executive Officer)
Samuel E. Chilakos Vice President-Finance July 21, 1998
- ------------------------------- Chief Financial Officer and
Samuel E. Chilakos Secretary (Principal Financial and
Accounting Officer)
J. Christopher Lewis Director July 21, 1998
- -------------------------------
J. Christopher Lewis
Jefferson W. Asher, Jr. Director July 21, 1998
- -------------------------------
Jefferson W. Asher, Jr.
Richard P. Bermingham Director July 21, 1998
- -------------------------------
Richard P. Bermingham
Robert L. Morrison Director July 21, 1998
- -------------------------------
Robert L. Morrison
39
40
INDEX TO EXHIBITS
Item 14(a) 3
ITEM SEQUENTIALLY
NUMBER DESCRIPTION NUMBERED PAGE
3.1 Restated Articles of Incorporation of California Beach
Restaurants, Inc., as amended to date, including Certificate of
Determination of Rights and Preferences of Series A Convertible
Preferred Stock(15)
3.2 By-Laws, as amended to-date(15)
10.10 Registration Rights Agreement dated as of March 30, 1990 between
I.H.V. Corp., Robert J. Morris, Richard S. Stevens, California
Beach Capital, Inc. and certain investors.(4)
10.13 Amended and Restated Concession Agreement No. 31923 for Will
Rogers State Beach Park Restaurant dated April 2, 1981, as
amended (Gladstone's restaurant lease).(5)
10.14 Concession Agreement No. 45334 for the Operation and Maintenance
of Parking Lot 4 at Will Rogers State Beach Park dated August 23,
1983, as amended (Gladstone's parking lot lease).(5)
10.18 Amendment to Registration Rights Agreement dated as of February
25, 1991 among Registrant, California Beach Capital, Inc., Robert
J. Morris, Richard S. Stevens, Sand and Sea Partners, Sea Fair
Partners, W.R. Grace & Co., Eli Broad, Cushman/Sea View Partners
and Cushman K/Sea View Partners.(19)
10.24 License Agreement, dated April 21, 1992, between Sea View
Restaurants, Inc. and MCA Development Venture Two.(9)
10.26 Indemnification agreement dated as of October 7, 1992 between the
Registrant and Alan Redhead(10)
10.27 Indemnification agreement dated as of October 7, 1992 between the
Registrant and Mark E. Segal(10)
10.28 Indemnification agreement dated as of October 7, 1992 between the
Registrant and J. Christopher Lewis(10)
10.30 Indemnification agreement dated November 23, 1992 between the
Registrant and Jefferson W. Asher, Jr.(10)
10.31 Amendment number 6 to concession agreement number 31923 for Will
Rogers State Beach Park Restaurant(10)
10.32 Executive employment agreement dated as of May 21, 1993 between
the Registrant and Alan Redhead(10)*
40
41
10.33 Executive employment agreement dated as of May 21, 1993 between
the Registrant and Mark E. Segal(10)*
10.40 Amended and Restated Loan Agreement dated as of December 22,1994
between Sea View Restaurants, Inc. and Bank of America NT & SA(13)
10.41 Guarantor Confirmation and Amendment dated December 22, 1994
between California Beach Restaurants, Inc. and Bank of America NT
& SA(13)
10.42 Stock Purchase Agreement dated December 22, 1994 between
California Beach Restaurants, Inc. and Bank of America NT &
SA(13)
10.43 Shareholders and Noteholders Agreement dated as of December 22,
1994 among Sand and Sea Partners, Sea Fair Partners and Bank of
America NT & SA(13)
10.45 Securities Purchase Agreement dated December 22, 1994 between
California Beach Restaurants, Inc. and the purchasers named
therein(13)
10.47 California Beach Restaurants, Inc. Omnibus Stock Plan*
10.49 Amended and Restated lease for RJ's dated January 1, 1995(15)
10.50 Stock Option Agreement between the Registrant and Alan Redhead
dated March 13, 1995(15)*
10.51 Stock Option Agreement between the Registrant and Mark E. Segal
dated March 13, 1995(15)*
10.52 Stock Option Agreement between the Registrant and Jefferson W.
Asher, Jr. dated March 13, 1995(15)*
10.53 First Amendment to Amended and Restated Loan Agreement dated as
of August 1, 1995, between Sea View Restaurants, Inc. and Bank of
America NT & SA(16)
10.54 Amendment to Stock Purchase Agreement dated as of August 1, 1995
between the Registrant and Bank of America NT & SA(16)
10.55 Amendment No. 1 to executive employment agreement of Mark E.
Segal, dated April 30, 1996(17)*
10.56 Commitment Letter - Finova Capital Corporation re: $3,000,000
Secured Credit Facility(18)
10.57 Concession Agreement dated as of November 1, 1997 by and between
County of Los Angeles and Sea View Restaurants, Inc.(20)
10.58 Non Disturbance and Attornment Agreement dated September 26, 1997
by and Between the State of California Department of Parks and
Recreation and Sea View Restaurants, Inc.(20)
10.59 Letter of Credit Agreement dated as of November 1, 1997 by and
between California Beach Restaurants, Inc., Sea View Restaurants,
Inc. and Overhead Partners, L.P., a California Limited
Partnership.(20)
41
42
10.60 Line of Credit Agreement dated as of November 24, 1997 by and
between Outside LLC, a California Limited Liability Company and
Sea View Restaurants, Inc., with guaranty by California Beach
Restaurants, Inc.(20)
10.61 Executive employment agreement dated as of November 14, 1997
between the Registrant and Alan Redhead.(21)*
10.62 Assignment of trademarks, service marks and registrations
thereof, between Sea View Restaurants, Inc., and the Registrant,
dated October 30, 1997.(A)
10.63 Non-exclusive royalty free license agreement, between the
Registrant and Sea View Restaurants, Inc., dated October 30,
1997.(A)
21.1 Subsidiaries of the Registrant(15)
23.1 Consent of Ernst & Young LLP(A)
27.0 Financial Data Schedule(A)
(A) FILED HEREWITH ELECTRONICALLY
(4) Previously filed with Form 8-K filed April 27, 1990. **
(5) Previously filed with Form 10-K for the fiscal year ended April 30,
1990. **
(7) Previously filed with Form 10-Q for the quarter ended January 31, 1991.
**
(9) Previously filed with Form 8-K filed April 28, 1992. **
(10) Previously filed with Form 10-K for the fiscal year ended April 30,
1993. **
(13) Previously filed with Form 8-K filed January 18, 1995. **
(15) Previously filed with Form 10-K for the fiscal year ended April 30,
1995. **
(16) Previously filed with Form S-1 on August 4, 1995, Registration No.
33-95240. **
(17) Previously filed with Form 10-K for the fiscal year ended April 30,
1996. **
(18) Previously filed with Form 10-Q for the quarter ended January 31, 1997.
**
(19) Previously filed with Form 10-K for the fiscal year ended April 30,
1997.**
(20) Previously filed with Form 10-Q for the quarter ended October 31,
1997.**
(21) Previously filed with Form 10-Q for the quarter ended January 31,
1998.**
* This is a management contract or compensatory plan or arrangement.
** All filings were made at the Commission's office in Washington D.C.;
The Registrant's SEC file number is 0-12226.
42