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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended October 31, 1999
----------------------------------------
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________________ to ___________________
Commission file number 0-12226
CALIFORNIA BEACH RESTAURANTS, INC.
(Exact name of Registrant as specified in its charter)
CALIFORNIA 95-2693503
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
17383 Sunset Boulevard, Suite 140, Pacific Palisades, CA 90272
(Address and zip code of Principal executive offices)
(310) 459-9676
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to the filing
requirements for at least the past 90 days.
Yes [X] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date:
Number of Shares Outstanding
Class at December 10, 1999
----- ----------------------------
Common Stock, $.01 par value 3,400,927
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CALIFORNIA BEACH RESTAURANTS, INC. AND SUBSIDIARIES
OCTOBER 31, 1999
INDEX
Part I - FINANCIAL INFORMATION Page Number
-----------
Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheets at October 31, 1999
and April 30, 1999.......................................................3
Consolidated Statements of Operations for the
Three Months Ended and Six Months Ended
October 31, 1999 and 1998................................................5
Consolidated Statements of Cash Flows for the
Six Months Ended October 31, 1999 and 1998 ..............................6
Notes to Consolidated Financial Statements...............................7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations......................................8
Item 3. Quantitative and Qualitative Disclosures about Market Risk..............12
Part II - OTHER INFORMATION
Item 1. Legal Proceedings.......................................................12
Item 2. Changes in Securities and Use of Proceeds...............................12
Item 3. Defaults Upon Senior Securities.........................................12
Item 4. Submission of Matters to a Vote of Security Holders.....................12
Item 5. Other Information.......................................................12
Item 6. Exhibits and Reports on Form 8-K........................................13
Signature Page...................................................................14
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CALIFORNIA BEACH RESTAURANTS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
October 31, 1999 April 30, 1999
---------------- --------------
(Unaudited) (1)
Current Assets:
Cash $ 349,000 $1,018,000
Trade and other receivables 59,000 50,000
Inventories 212,000 211,000
Prepaid expenses 319,000 310,000
---------- ----------
Total current assets 939,000 1,589,000
Fixed Assets (at cost) - net of accumulated
depreciation 3,142,000 2,083,000
Other Assets:
Goodwill, net of accumulated amortization
of $6,341,000 at October 31, 1999 and
$6,010,000 at April 30, 1999 383,000 714,000
Other 189,000 190,000
---------- ----------
$4,653,000 $4,576,000
========== ==========
The accompanying notes to consolidated financial statements are an integral part
of this statement.
(1) The April 30, 1999 amounts have been extracted from the Company's Annual
Report on Form 10-K for the year ended April 30, 1999.
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CALIFORNIA BEACH RESTAURANTS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
October 31, 1999 April 30, 1999
---------------- --------------
(Unaudited) (1)
Current Liabilities:
Accounts payable $ 649,000 $ 287,000
Accrued liabilities 757,000 1,021,000
Current Portion of note payable 178,000 123,000
------------ ------------
Total current liabilities 1,584,000 1,431,000
Deferred rent 395,000 405,000
Other liabilities 149,000 137,000
Note payable, less current portion 897,000 699,000
Subordinated convertible notes 1,800,000 1,800,000
Stockholders' Equity:
Common stock, $.01 par value, authorized
25,000,000 shares, issued and outstanding,
3,401,000 shares at October 31, 1999 and
at April 30, 1999 34,000 34,000
Additional paid-in capital 13,175,000 13,175,000
Deficit in retained earnings (13,381,000) (13,105,000)
------------ ------------
Total stockholders' equity (172,000) 104,000
------------ ------------
$ 4,653,000 $ 4,576,000
============ ============
The accompanying notes to consolidated financial statements are an integral part
of this statement.
(1) The April 30, 1999 amounts have been extracted from the Company's Annual
Report on Form 10-K for the year ended April 30, 1999.
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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,
----------------------------- -----------------------------
1999 1998 1999 1998
----------- ----------- ----------- -----------
Sales $ 3,523,000 $ 3,584,000 $ 6,663,000 $ 7,138,000
Costs and expenses:
Cost of goods sold 3,054,000 2,968,000 5,837,000 5,905,000
Selling, general and administrative 236,000 245,000 451,000 473,000
Depreciation 100,000 63,000 150,000 124,000
----------- ----------- ----------- -----------
Operating income 133,000 308,000 225,000 636,000
Other expenses:
Interest expense (84,000) (67,000) (170,000) (144,000)
Amortization of intangible assets (165,000) (168,000) (331,000) (329,000)
----------- ----------- ----------- -----------
Income (loss) before income taxes (116,000) 73,000 (276,000) 163,000
Provision for income taxes -- 4,000 -- 9,000
----------- ----------- ----------- -----------
Net income (loss) ($ 116,000) $ 69,000 ($ 276,000) $ 154,000
=========== =========== =========== ===========
Net income (loss) per
common share (basic and diluted): ($ .03) $ .02 ($ .08) $ .05
=========== =========== =========== ===========
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, 1999
(UNAUDITED)
1999 1998
----------- -----------
Cash flows from operating activities:
Net income (loss) ($ 276,000) $ 154,000
Adjustments to reconcile net income (loss)
to cash provided by operations:
Depreciation and amortization 481,000 453,000
Changes in operating assets and liabilities:
Trade and other receivables (9,000) (6,000)
Inventories (1,000) 12,000
Prepaid expenses (9,000) 109,000
Other assets 1,000 --
Accounts payable 362,000 (74,000)
Accrued liabilities (264,000) (275,000)
Deferred rent (10,000) (10,000)
Other liabilities 12,000 4,000
----------- -----------
Cash provided by operations 287,000 367,000
----------- -----------
Investing activities:
Additions to fixed assets (1,209,000) (192,000)
----------- -----------
Net cash used in investing activities (1,209,000) (192,000)
----------- -----------
Financing activities:
Borrowings 267,000 --
Principal payments on borrowings (14,000) (200,000)
----------- -----------
Net cash provided by (used in) financing activities 253,000 (200,000)
----------- -----------
Net decrease in cash (669,000) (25,000)
Cash at beginning of period 1,018,000 252,000
----------- -----------
Cash at end of period $ 349,000 $ 227,000
=========== ===========
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ 120,000 $ 144,000
=========== ===========
Income taxes $ -- $ --
=========== ===========
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)
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, 1999 may not be indicative
of the results that may be expected for the year ending April 30, 2000. These
statements should be read in conjunction with the financial statements and notes
thereto included in the Company's Form 10-K for the year-ended April 30, 1999.
Certain amounts have been reclassified in the Fiscal 1999 financial statements
to conform to the Registrant's Fiscal 2000 presentation.
ACCOUNTING PERIODS
The Company's restaurant operations are conducted through its wholly-owned
subsidiary, Sea View Restaurants, Inc. ("Sea View"). The Company's consolidated
financial statements for the three months and six months ended October 31, 1999
and 1998 include Sea View's operations for the twelve weeks and twenty-four
weeks ended October 14, 1999 and October 15, 1998, respectively.
FIXED ASSETS
October 31, 1999 April 30, 1999
---------------- --------------
Construction in progress -- 1,507,000
Leasehold improvements 4,529,000 2,737,000
Furniture and equipment 1,955,000 1,031,000
----------- -----------
6,484,000 5,275,000
Less accumulated depreciation and amortization (3,342,000) (3,192,000)
----------- -----------
$ 3,142,000 $ 2,083,000
=========== ===========
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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, 1999 were $3,523,000 compared
with $3,584,000 for the same period last year, a decrease of $61,000 or 1.7%.
For the six months ended October 31, 1999, total sales were $6,663,000 compared
with $7,138,000 for the same period last year, a decrease of $475,000 or 6.7%.
During the three and six month periods ended October 31, 1999, construction of
the renovations to the Registrant's Gladstone's restaurant temporarily caused a
substantial decrease in seating capacity. The decline in revenues for the three
and six month periods ended October 31, 1999 is attributable to the temporary
decrease in seating capacity. As of October 31, 1999, the Registrant's
Gladstone's restaurant is operating at full capacity and the renovations are
completed.
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, 1999 was $3,054,000,
or, as a percentage of sales, 86.7% compared with $2,968,000, or, as a
percentage of sales, 82.8% during the same period last year. Cost of goods sold
for the six months ended October 31, 1999 was $5,837,000, or, as a percentage of
sales, 87.6% compared with $5,905,000, or, as a percentage of sales, 82.7%
during the same period last year.
The increase in cost of goods sold as a percentage of sales is primarily
attributable to the Registrant's construction of renovations to the Gladstone's
restaurant during normal operating hours while the restaurant remained open to
the public. Additionally, the County of Los Angeles increased its assessment of
value for the Gladstone's property, resulting in a property tax increase, which
the Registrant is contesting. As a result of its efforts to minimize the
inconvenience and provide uninterrupted service to the public, the Registrant
experienced certain temporary increases in labor and other operating costs that
are not expected to recur.
Cost of goods sold will typically be slightly lower during the first and second
quarters due to additional economies of scale that can be achieved with labor
and certain other costs when sales levels are higher. For the fiscal year ended
April 30, 1999, cost of goods sold, as a percentage of sales, was 87.1%.
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SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
For the three months ended October 31, 1999, selling, general and administrative
expenses were $236,000 compared with $245,000 for the same period last year, a
decrease of $9,000 or 3.7%. For the six months ended October 31, 1999, selling,
general and administrative expenses were $451,000 compared with $473,000 for the
same period last year, a decrease of $22,000 or 4.7%. The decrease in selling,
general and administrative expenses for the three and six month periods ended
October 31, 1999 as compared to the comparable periods in the prior year is
attributable to the Registrant's continuing efforts to effect a reduction in
such expenses as well as its expanded use of internal counsel in certain legal
matters.
OTHER INCOME AND EXPENSES
For the three and six months ended October 31, 1999, amortization expense was
$165,000 and $331,000, respectively. Amortization expense relates to the
Registrant's goodwill and will approximate $714,000 during the fiscal year
ending April 30, 2000.
For the three and six months ended October 31, 1999, interest expense was
$84,000 and $170,000, respectively. Interest expense for the three and six
months ended October 31, 1998 was $67,000 and $144,000, respectively. The
increase in interest expense for the three and six month periods ended October
31, 1999, as compared to the comparable periods in the prior year, is
attributable to increased levels of debt incurred to finance the Registrant's
renovations to Gladstone's.
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 replaced portions of its hardware and 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 the
Year 2000 Issue will not pose significant operational problems for its computer
systems. The Registrant has completed its Year 2000 preparations for its own
operating systems, and, accordingly, the Registrant has not developed a Year
2000 contingency plan. However, 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
On March 30, 1999, the Registrant completed a private offering of $1,800,000 of
subordinated, convertible notes ("Subordinated Notes") to a limited number of
existing shareholders of the Registrant who are "accredited investors" within
the meaning of Regulation D promulgated under the Securities Act of 1933, as
amended. The proceeds of the offering were used to retire existing indebtedness
to Outside LLC, an entity affiliated with Overhead (as defined herein), and to
finance the renovations at Gladstone's. The Subordinated Notes are immediately
convertible into common stock of the Registrant at a rate of $1 per share, and
pay interest at 5% per annum. The Registrant
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may pay interest on the Subordinated Notes in cash or in kind. The Subordinated
Notes mature on March 30, 2003; provided, however, that the holders of the
Subordinated Notes may elect to receive payment for fifty percent of the
outstanding Subordinated Notes on March 30, 2002.
The Registrant has entered into an agreement for tenant improvement and
equipment financing with Lyon Credit Corporation ("TI Facility"). The terms of
the agreement provide for the extension of up to $1,200,000 of credit, to be
repaid over a 5 year period with interest at the rate of the yield to maturity
of the five year Treasury Note plus 4 percent. This financing is secured by
certain tenant improvements and equipment. At October 31, 1999, the balance due
under the TI Facility was $1,075,000.
The terms of the Concession Agreement required Sea View to post a $2,000,000
letter of credit as a security deposit for rental payments due to the County. In
the event that rents are not paid when due, the County may draw upon the letter
of credit. The letter of credit was reduced to $437,500 on July 31,1999 upon Sea
View's satisfaction of certain conditions, including completion of the required
capital improvements and maintenance of certain net worth levels. The Concession
Agreement requires Sea View to reinstate the $2,000,000 letter of credit in the
event it fails to maintain the required net worth levels.
The Registrant posted the $2,000,000 letter of credit required by the Concession
Agreement by utilizing cash collateral provided by Overhead Partners, L.P.
("Overhead"), an entity affiliated with one of the Registrant's principal
shareholders and with a member of its board of directors. In consideration of
providing the cash collateral, the Registrant paid Overhead $50,000 for the
three months ended July 31, 1999. The $2,000,000 letter of credit expired on
July 31, 1999, and was replaced by a $437,500 letter of credit, in accordance
with the terms of the Concession Agreement.
On July 7, 1999, the Registrant entered into a one year, $500,000 revolving line
of credit agreement with Santa Monica Bank. The agreement provides for interest
at prime plus 1% on all amounts borrowed, requires a commitment fee of 1/2%, and
is secured by certain assets of the Registrant, including its license agreement
with MCA for use of the name Gladstone's. It is also guaranteed by Sea View. The
agreement requires the Registrant to comply with certain cash flow and liquidity
covenants, and includes a 60 consecutive days out of debt requirement. The
Registrant utilized $437,500 of the capacity of the revolving line of credit as
collateral support for a letter of credit issued by Santa Monica Bank pursuant
to the Concession Agreement. The letter of credit expires in one year and
requires a commitment fee of 1%. At October 31, 1999, the Registrant had no
borrowings outstanding under the line of credit.
On September 30, 1999, the Registrant and Santa Monica Bank amended the terms of
the revolving line of credit agreement to provide for a $200,000 increase in the
maximum amount of the line of credit from $500,000 to $700,000. The additional
$200,000 of available borrowing capacity will be available to the Registrant
during the period November 1, 1999 through March 31, 2000 only, after which the
line of credit will revert to its original $500,000 borrowing limit.
The Registrant is exploring various opportunities to expand its operations. The
Registrant's ability to expand is subject to the availability of debt or equity
financing on terms that are acceptable to the Registrant. There can be no
assurance that such financing will be available.
Capital expenditures for the three months ended October 31, 1999 totaled
$92,000. The terms of the Concession Agreement required Sea View to expend
approximately $2,700,000 on renovations to Gladstone's. The Registrant believes
Sea View has satisfied this requirement.
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
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Private Securities Litigation Reform Act of 1995. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors
which may cause the actual results, performance or achievement of the
Registrant, or industry results, to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. Such factors include, among others, the following:
the Registrant's ability to generate an operating profit based on the terms of
the Concession Agreement; 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.
On October 18, 1999, the Registrant held its annual
stockholders' meeting. The stockholders voted on two proposals: the
election of directors and ratification of Ernst & Young LLP as the
Registrant's independent auditors.
The stockholders elected the following individuals to serve as
directors of the Registrant:
1. Alan Redhead: 3,104,947 (99.23%) votes for; 23,942 (.77%) withheld
2. J. Christopher Lewis: 3,104,947 (99.23%) votes for; 23,942 (.77%)
withheld
3. Jefferson W. Asher, Jr.: 3,104,697 (99.23%) votes for; 24,192 (.77%)
withheld
4. Richard P. Bermingham; 3,104,697 (99.23%) votes for; 24,192 (.77%)
withheld
5. Robert L. Morrison; 3,104,947 (99.23%) votes for; 23,942 (.77%)
withheld
The stockholders voted in favor of a proposal to ratify the
appointment of Ernst & Young LLP as the Registrant's independent
auditors for the fiscal year ending April 30, 2000 (3,105,467 (99.26%)
voted for the proposal; 22,994 (.73%) voted against the proposal, and
428 (.01%) abstained from voting on the proposal).
Item 5. Other Information
Not applicable.
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Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
10.72 - Change in Terms Agreement, dated as of September 30,
1999, between California Beach Restaurants, Inc., and
Santa Monica Bank, and related documents.
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 14, 1999 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
- ------ -----------
10.72 Change in Terms Agreement, dated as of September 30, 1999,
between California Beach Restaurants, Inc., and Santa Monica Bank,
and related documents. (A)
27 Financial data schedule (A)
(A) FILED HEREWITH ELECTRONICALLY
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