1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
( X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended OCTOBER 31, 1998
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OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 0-12226
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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 Number)
17383 SUNSET BOULEVARD, SUITE 140, PACIFIC PALISADES, CA 90272
--------------------------------------------------------------
(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 December 11, 1998
- ---------------------------- ----------------------------
Common Stock, $.01 par value 3,400,931
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CALIFORNIA BEACH RESTAURANTS, INC. AND SUBSIDIARIES
OCTOBER 31, 1998
INDEX
Part I - FINANCIAL INFORMATION Page Number
-----------
Item 1. FINANCIAL STATEMENTS (UNAUDITED)
Consolidated Balance Sheets at October 31, 1998
and April 30, 1998..........................................................3
Consolidated Statements of Operations for the
Three Months Ended and Six Months Ended
October 31, 1998 and 1997...................................................5
Consolidated Statements of Cash Flows for the
Six Months Ended October 31, 1998 and 1997..................................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.................13
Part II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS..........................................................13
Item 2. CHANGES IN SECURITIES AND USE OF PROCEEDS..................................13
Item 3. DEFAULTS UPON SENIOR SECURITIES............................................13
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS........................13
Item 5. OTHER INFORMATION..........................................................13
Item 6. EXHIBITS AND REPORTS ON FORM 8-K...........................................13
Signature Page........................................................................14
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CALIFORNIA BEACH RESTAURANTS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
October 31, 1998 April 30, 1998
---------------- --------------
(Unaudited) (1)
Current Assets:
Cash $ 227,000 $ 252,000
Trade and other receivables 45,000 39,000
Inventories 150,000 162,000
Prepaid expenses 212,000 321,000
--------- ---------
Total current assets 634,000 774,000
Fixed Assets (at cost) - net of accumulated
depreciation and amortization (Note C ) 1,014,000 946,000
Other Assets:
Goodwill, net of accumulated amortization
of $4,913,000 at October 31, 1998 and
$4,584,000 at April 30, 1998 1,098,000 1,427,000
Other 174,000 174,000
-------- --------
$2,920,000 $3,321,000
========= ==========
The accompanying notes to consolidated financial statements are an integral part
of this statement.
(1) The April 30, 1998 amounts have been extracted from the Company's Annual
Report on Form 10-K for the year ended April 30, 1998.
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CALIFORNIA BEACH RESTAURANTS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
October 31, 1998 April 30, 1998
---------------- --------------
(Unaudited) (1)
Current Liabilities:
Accounts payable $ 494,000 $ 568,000
Accrued liabilities 620,000 895,000
Revolving line of credit (Note D) 500,000 700,000
----------- -----------
Total current liabilities 1,614,000 2,163,000
Deferred rent 197,000 207,000
Other liabilities 171,000 167,000
Stockholders' Equity:
Common stock, $.01 par value, authorized 25,000,000 shares, issued and
outstanding, 3,401,000 shares at October 31, 1998 and
at April 30, 1998 34,000 34,000
Additional paid-in capital 13,175,000 13,175,000
Deficit in retained earnings (12,271,000) (12,425,000)
----------- ----------
Total stockholders' equity 938,000 784,000
----------- ----------
$ 2,920,000 $3,321,000
=========== ==========
The accompanying notes to consolidated financial statements are an integral part
of this statement.
(1) The April 30, 1998 amounts have been extracted from the Company's Annual
Report on Form 10-K for the year ended April 30, 1998.
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CALIFORNIA BEACH RESTAURANTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended Six Months Ended
October 31, October 31,
---------------------- ---------------------
1998 1997 1998 1997
---- ---- ---- ----
Sales $3,584,000 $3,798,000 $7,138,000 $7,798,000
Costs and expenses:
Cost of goods sold 2,968,000 3,010,000 5,905,000 6,192,000
Selling, general and administrative 211,000 658,000 423,000 872,000
Legal and litigation settlement 34,000 276,000 50,000 361,000
Depreciation 63,000 69,000 124,000 138,000
--------- --------- --------- ---------
Operating income (loss) 308,000 (215,000) 636,000 235,000
Other income (expenses):
Interest expense - (67,000) - (144,000) (1,000)
Amortization of intangible assets (168,000) (166,000) (329,000) (332,000)
Other, net - 9,000 - 17,000
--------- --------- ---------- ---------
Income (loss) before income taxes 73,000 (372,000) 163,000 (81,000)
Provision for income taxes 4,000 - 9,000 7,000
--------- --------- ---------- ----------
Net income (loss) $69,000 ($372,000) $154,000 ($88,000)
========= ========= ======== ========
Net income (loss) per
common share (basic and diluted): $ .02 ($ .11) $ .05 ($ .03)
====== ========== ===== ========
Weighted average number of
common shares outstanding: 3,401,000 3,401,000 3,401,000 3,401,000
========= ========= ========= =========
The accompanying notes to consolidated financial statements are an integral part
of this statement.
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CALIFORNIA BEACH RESTAURANTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED OCTOBER 31, 1998
(UNAUDITED)
1998 1997
---- ----
Cash flows from operating activities:
Net income (loss) $154,000 ($88,000)
Adjustments to reconcile net income (loss) to cash provided by operations:
Depreciation and amortization 453,000 470,000
Changes in operating assets and liabilities:
Restricted cash - 475,000
Trade and other receivables (6,000) 3,000
Inventories 12,000 (2,000)
Prepaid expenses 109,000 18,000
Accounts payable (74,000) 104,000
Accrued liabilities (275,000) 105,000
Deferred rent (10,000) -
Other liabilities 4,000 273,000
--------- ----------
Cash provided by operations 367,000 1,358,000
--------- ----------
Investing activities:
Additions to fixed assets (192,000) (103,000)
--------- ----------
Net cash used in investing activities (192,000) (103,000)
--------- ----------
Financing activities:
Principal payments on borrowings (200,000) (1,488,000)
--------- ----------
Net cash used in financing activities (200,000) (1,488,000)
--------- ----------
Net decrease in cash (25,000) (233,000)
Cash at beginning of period 252,000 626,000
--------- ----------
Cash at end of period $ 227,000 $393,000
========= ========
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ 144,000 1,000
========= ==========
Income taxes $ - $ 12,000
========= ==========
The accompanying notes to consolidated financial statements are an integral part
of this statement
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CALIFORNIA BEACH RESTAURANTS, INC. AND SUBSIDIARIES
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 six month period ended October 31, 1998 may not be indicative
of the results that may be expected for the year ending April 30, 1999. 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, 1998.
Certain amounts have been reclassified in the Fiscal 1998 financial statements
to conform to the Registrant's 1999 presentation.
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 and six months ended October 31, 1998
and 1997 include Sea View's operations for the twelve weeks and twenty-four
weeks ended October 15, 1998 and October 16, 1997, respectively.
NOTE C - FIXED ASSETS
October 31, 1998 April 30, 1998
---------------- --------------
Construction in progress $ 207,000 $ 74,000
Leasehold improvements 2,747,000 2,732,000
Furniture and equipment 1,046,000 1,003,000
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4,000,000 3,809,000
Less accumulated depreciation and amortization (2,986,000) (2,863,000)
---------- ------------
$1,014,000 $ 946,000
========== ============
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CALIFORNIA BEACH RESTAURANTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)
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 expiration date of the line of credit agreement was extended to February 28,
1999, on November 30, 1998. The line will be used by Sea View for seasonal
working capital needs as well as for certain renovations to Gladstone's. At
October 31, 1998, $500,000 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.
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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 October 31, 1998 were $3,584,000 compared
with $3,798,000 for the same period last year, a decrease of $214,000 or 5.6%.
For the six months ended October 31, 1998, total sales were $7,138,000 compared
with $7,798,000 for the same period last year, a decrease of $660,000 or 8.5%.
Gladstone's 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. Severe storms generated by the
"El Nino" weather phenomenon concluded during the six months ended October 31,
1998; however, the effects of such storms, including road closures and reduced
tourism, continued to adversely affect revenues through the three and six month
periods ended October 31, 1998, as compared to the same periods last year.
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 October 31, 1998 was $2,968,000,
or, as a percentage of sales, 82.8% compared with $3,010,000, or, as a
percentage of sales, 79.3% during the same period last year. Cost of goods sold
for the six months ended October 31, 1998 was $5,905,000, or, as a percentage of
sales, 82.7% compared with $6,192,000, or, as a percentage of sales, 79.4%
during the same period last year.
The increase in cost of goods sold as a percentage of sales is primarily
attributable to increases in the minimum wage and increases in minimum rent
required by Sea View's new, twenty-year concession agreement with the County of
Los Angeles. The minimum wage in the State of California increased by $.15 per
hour on September 1, 1997, and $.60 per hour on March 1, 1998. At present, the
state of California, unlike most states, does not allow any adjustment of
minimum wage for employees that receive tips.
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CALIFORNIA BEACH RESTAURANTS, INC. AND SUBSIDIARIES
Cost of goods sold will typically be slightly lower during the first and second
quarters due to additional economies of scale that can be achieved with labor
and certain other costs when sales levels are higher. For the fiscal year ended
April 30, 1998, cost of goods sold, as a percentage of sales, was 87.4%.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
For the three months ended October 31, 1998, selling, general and administrative
expenses were $211,000 compared with $658,000 for the same period last year, a
decrease of $447,000 or 67.9%. For the six months ended October 31, 1998,
selling, general and administrative expenses were $423,000, compared with
$872,000 for the same period last year, a decrease of $449,000 or 51.5%. The
decrease is primarily due to the inclusion of a $339,000 bonus for two senior
executives and $79,000 in consulting fees relating to the new Gladstone's
concession agreement in the operating results for the three and six month
periods ended October 31, 1997. These costs did not recur in the three and six
month periods ended October 31, 1998.
LEGAL AND LITIGATION SETTLEMENT
For the three months ended October 31, 1998, legal and litigation settlement
expenses were $34,000, compared with $276,000 for the same period in the prior
year, a decrease of $242,000 or 87.7%. For the six months ended October 31,
1998, legal and litigation settlement expenses were $50,000, compared with
$361,000 for the same period in the prior year, a decrease of $311,000, or
86.1%.
The respective decreases are primarily due to the inclusion in the prior year
period operating results of legal expenses and settlement costs involving an
employment-related litigation matter and legal expenses associated with the
negotiation of Gladstone's twenty-year concession agreement.
OTHER INCOME AND EXPENSES
For the three and six months ended October 31, 1998, amortization expense was
$168,000 and $329,000, respectively. Amortization expense relates to the
Registrant's Goodwill and will approximate $714,000 per year.
For the three and six months ended October 31, 1998, interest expense was
$67,000 and $144,000, respectively. Interest expense for the three and six
months ended October 31, 1997 was $0 and $1,000, respectively. The increase in
interest expense for the three and six month periods ended October 31, 1998,
respectively, as compared to the comparable periods in the prior year, is
primarily attributable to maintenance of a $2,000,000 letter of credit pursuant
to the Gladstone's concession agreement that became effective November 1, 1997.
Additionally, the Registrant incurred interest expense in connection with Sea
View's line of credit agreement; the outstanding balance of such line of credit
at October 31, 1998 is $500,000. Sea View did not have a line of credit during
the comparable periods in the prior year.
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
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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, and, accordingly, the Registrant has not
developed a Year 2000 contingency plan. 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 ("Agreement"). The terms of the
Agreement required Sea View 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 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. The Agreement
requires that Sea View complete at least $2,700,000 in capital improvements to
the restaurant facility by April, 1999.
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, which previously was to expire on October 31, 1998, now
expires on December 31, 1998, unless extended prior to expiration. In
consideration of providing the cash collateral, the Registrant paid a fee to
Overhead of $100,000 for the period May 1, 1998 through October 31, 1998, and
will continue to pay $16,667 per month until the letter of credit is reduced,
terminated, or expires. 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 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 expiration date of the line of credit agreement was extended to February 28,
1999, on November 30, 1998. The line will be used by Sea View for seasonal
working capital needs as well as for certain renovations to Gladstone's. At
October 31, 1998,
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$500,000 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.
The Registrant is currently evaluating available options to raise the necessary
funds or receive appropriate commitments to complete the required renovations to
Gladstone's, and has had discussions with related parties and third parties in
this regard. The Registrant is seeking to procure funding prior to January,
1999, when the major renovations to Gladstone's are anticipated to begin. Such
renovations had been expected to begin by October, 1998, but were postponed by
delays in obtaining necessary architectural approvals and other factors inherent
in the development process. 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 six months ended October 31, 1998 totaled
approximately $192,000. 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.
SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS
Except for the historical information contained herein, certain statements in
this Form 10-Q, including statements in this Item are "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Such forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievement of the Registrant, or industry results, to be materially
different from any future results, performance or achievements expressed or
implied by such forward-looking statements. Such factors include, among others,
the following: the Registrant's ability to secure adequate debt or equity
financing in order to comply with the terms of the Gladstone's concession
Agreement, including the maintenance of a $2,000,000 letter of credit, the
payment of significantly higher rental payments and completion of required
renovations; the Registrant's ability to generate an operating profit based on
the terms of the Gladstone's concession Agreement; the impact on the Registrant
of the Year 2000 Issue; that its principal source of cash is funds generated
from operations; that restaurants historically have represented a high risk
investment in a very competitive industry; general and local economic
conditions, which can, among other things, impact tourism, consumer spending and
restaurant revenues; weather and natural disasters, such as earthquakes and
fires, which can impact sales at the Registrant's restaurants; quality of
management; changes in, or the failure to comply with, governmental regulations;
unexpected increases in the cost of key food products, labor and other operating
expenses in connection with the Registrant's business; and other factors
referenced in this Form 10-Q and the Registrant's other filings with the SEC.
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CALIFORNIA BEACH RESTAURANTS, INC. AND SUBSIDIARIES
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable as the Registrant is a small business issuer as defined
by SEC regulations.
PART II
OTHER INFORMATION
-----------------
Item 1. LEGAL PROCEEDINGS.
None
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
10.65 - Letter of Credit Agreement, dated as of November
1, 1998, by and between California Beach
Restaurants, Inc., Sea View Restaurants, Inc., and
Overhead Partners L.P., a California Limited
Partnership
10.66 - Line of Credit Agreement, dated as of November 30,
1998, by and between Sea View Restaurants, Inc., and
Outside LLC, a California Limited Liability Company.
27 - Financial data schedule
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: December 11, 1998 By: /S/ ALAN REDHEAD
---------------------------
Alan Redhead
Chief Executive Officer
By: /S/ SAMUEL E. CHILAKOS
----------------------------
Samuel E. Chilakos
Chief Financial Officer
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CALIFORNIA BEACH RESTAURANTS, INC. AND SUBSIDIARIES
INDEX TO EXHIBITS
Item
Number Description
- ------ -----------
10.65 Letter of Credit Agreement, dated as of November 1, 1998,
by and between California Beach Restaurants, Inc., Sea View
Restaurants, Inc., and Overhead Partners L.P., a California Limited
Partnership (A)
10.66 Line of Credit Agreement, dated as of November 30, 1998, by and
between Sea View Restaurants, Inc., and Outside LLC, a California
Limited Liability Company. (A)
27 Financial data schedule (A)
(A) FILED HEREWITH ELECTRONICALLY
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