SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1996
[ ] 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 0-18606
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DISCOVERY TECHNOLOGIES, INC.
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(Exact Name of Registrant as Specified in its Charter)
Kansas 36-3526027
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
24 Tejon Street, Colorado Springs, CO 80901
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(Address of principal executive offices)
(719) 575-0503
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(Registrant's telephone number)
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(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 No X
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APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Check whether the Registrant filed all documents and reports required to
be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by a court. Yes No
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APPLICABLE ONLY TO CORPORATE ISSUERS:
As of September 30, 1996, 3,746,196 shares of Common Stock, $1.00 par value, of
the Registrant were outstanding.
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements:
Condensed Consolidated Balance Sheets as of September 30, 1996
(unaudited) and December 31, 1995
Condensed Consolidated Statements of Operations for the Three
Months Ended September 30, 1996 and September 30, 1995
Condensed Consolidated Statements of Operations for the Nine
Months Ended September 30, 1996 and September 30, 1995
(unaudited)
Condensed Consolidated Statement of Cash Flows for the Nine
Months Ended September 30, 1996 and September 30, 1995
(unaudited)
Condensed Consolidated Statement of Cash Flows for the Three
Months Ended September 30, 1996 and September 30, 1995
Notes to Condensed Consolidated Financial Statements
Item 2. Management's Discussion and Analysis of Financial Conditions and
Results of Operations
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
The accompanying Condensed Consolidated Balance Sheets at September 30,
1996; Condensed Consolidated Statements of Operations for the Three and Nine
Months Ended September 30, 1996 and September 30, 1995; Condensed Consolidated
Statement of Cash Flows for the Three and Nine Months Ended September 30, 1996
and September 30, 1995 are unaudited but reflect all adjustments which are, in
the opinion of management, necessary to a fair statement of the financial
position and results of operations for the interim period presented. These
statements reflect only the performance of the Company's wholly owned
subsidiaries, Rocky Mountain Taco, Inc. (RMT) and The Colorado Taco Corporation
(CTC) (collectively ZuZu (registered) Colorado), and do not reflect any impact
of Innovative Financial Strategies, Inc. which had no material operations
during fiscal 1996, and was disposed of effective March 29, 1996.
DISCOVERY TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
UNAUDITED
SEPT. 30, DEC. 31,
1996 1995
(UNAUDITED) (AUDITED)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 53,163 $ 131,279
Inventories 22,646 14,119
Prepaid expense 0 6,893
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Total current assets 75,809 152,291
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PROPERTY AND EQUIPMENT, AT COST
Leasehold improvements 617,082 605,307
Furniture and fixtures 51,853 45,124
Equipment 371,960 369,215
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1,040,895 1,019,646
Less accumulated depreciation
and amortization 139,653 139,108
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901,241 880,538
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OTHER ASSETS
Franchise fees - at cost,
less accumulated amort 68,959 69,709
Development rights - at cost,
less accumulated amort 239,875 239,875
Organizational costs - at cost,
less accumulated amort 14,835 8,431
Loan costs - at cost, less
accumulated amort 11,650 4,650
Deposits 48,867 48,867
Prepaid expenses 0 11,502
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384,186 390,034
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Total assets $1,361,236 $1,422,863
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SEPT, 30, DEC. 31,
1996 1995
(UNAUDITED) (AUDITED)
LIABILITIES AND STOCK HOLDERS' EQUITY
CURRENT LIABILITIES
Current maturities of long-term
debt $ 85,641 66,691
Current portion of leases payable 41,737 37,015
Note payable 30,000 30,000
Accounts payable 153,194 170,871
Salaries 94,929 8,903
Development and franchise
fees payable 127,500 127,500
Royalties 26,736 0
Other 0 17,381
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Total current liabilities 559,738 458,361
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LONG-TERM DEBT, less current maturities 404,196 469,182
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LEASES PAYABLE, less current portion 119,036 159,036
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COMMITMENTS AND CONTINGENCIES 0 0
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STOCKHOLDERS' EQUITY
Preferred stock, authorized, 1,000,000 shares
of $0.01 par value issuable in series, none
issued
Common stock - authorized,
40,000,000 shares of $1 par
value, issued, 3,598,000 3,688,000 930,000
Discount on common stock (2,679,759) 0
Accumulated deficit (729,975) (541,716)
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278,267 388,284
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Total liabilities and
stockholders' equity $1,361,236 $1,422,863
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DISCOVERY TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
UNAUDITED
THREE MONTHS ENDED
SEPT 30, 1996 SEPT 30, 1995
(UNAUDITED) (UNAUDITED)
Net sales $ 372,854 $ 296,050
Cost of sales 343,533 206,374
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Gross margin 29,321 89,676
Operating expenses -
General and administrative 123,810 125,003
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Profit/Loss from operations (94,489) (35,327)
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Other income (expenses)
Interest income 525 1,860
Interest expense (19,154) (18,854)
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Total other expenses, net (18,629) (16,994)
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Net income (loss) (113,118) (52,321)
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DISCOVERY TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
UNAUDITED
NINE MONTHS ENDED
SEPT 30, 1996 SEPT 30, 1995
(UNAUDITED) (UNAUDITED)
Net sales $ 1,084,025 $ 783,476
Cost of sales 924,745 508,683
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Gross margin 159,280 274,793
Operating expenses -
General and administrative 449,760 335,563
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Profit/Loss from operations (290,480) (60,770)
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Other income (expenses)
Interest income 1,801 7,214
Interest expense (57,692) (44,143)
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Total other expenses, net (55,891) (36,929)
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Net income (loss) (346,371) (97,699)
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DISCOVERY TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED
THREE MONTHS ENDED
SEPT 30, 1996 SEPT 30, 1995
(UNAUDITED) (UNAUDITED)
Increase (decrease) in cash and
cash equivalents
Cash flows from operating activities
Net loss $ (113,118) $ (52,321)
Adjustments to reconcile net
loss to net cash
Depreciation and amortization 35,140 28,858
Change in assets and liabilities
Increase in inventories (2,970) (285)
Increase in prepaid expenses (2,734) 0
Payment of loan costs 0 0
Increase in accounts payable 37,342 (24,846)
Increase in accrued &
other liabilities 0 0
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Net cash provided by (used in)
operating activities (40,871) (48,594)
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Cash flows from investing activities
Acquisition of property and equipment 0 (166,611)
Payments of franchise fees 0 162
Payments of development rights 0 1,298
Payments of organizational costs 103 48
Increase in deposits 0 0
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Net cash used in investing
activities 103 (165,103)
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Cash flows from financing activities
Proceeds on long-term debt 0 0
Principal payments on long-term debt (8,219) (4,981)
Proceeds from note payable 0 0
Principal payments on capital leases (9,102) (5,306)
Proceeds from issuance of
common stock 103,500 0
Changes in related party payables 0 0
Changes in refunded payables 0 0
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Net cash provided by financing
activities 86,178 (10,286)
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Net increase (decrease) in cash
and cash equivs. 45,410 (223,984)
Cash and cash equivalents at
beginning of period (7,463) 253,334
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Cash and cash equivalents at
end of period 37,947 18,854
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Cash paid during the year for interest 19,154 18,854
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/TABLE
DISCOVERY TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED
NINE MONTHS ENDED
SEPT 30, 1996 SEPT 30, 1995
(UNAUDITED) (UNAUDITED)
Increase (decrease) in cash
and cash equivalents
Cash flows from operating activities
Net loss $ (346,371) $ (97,699)
Adjustments to reconcile net loss
to net cash
Depreciation and amortization 105,257 59,302
Change in assets and liabilities
Increase in inventories (8,527) (8,370)
Increase in prepaid expenses 6,893 1,500
Payment of loan costs (10,435) (688)
Increase in accounts payable 17,677 27,482
Increase in accrued &
other liabilities 26,284 10,527
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Net cash provided by (used in)
operating activities (209,221) (7,946)
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Cash flows from investing activities
Acquisition of property
and equipment (20,994) (458,459)
Payments of franchise fees 750 (24,748)
Payments of development rights 0 (108,314)
Payments of organizational costs (6,404) (925)
Increase in deposits 0 0
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Net cash used in investing
activities (26,647) (592,445)
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Cash flows from financing activities
Proceeds on long-term debt 0 270,000
Principal payments on
long-term debt (24,657) (14,943)
Proceeds from note payable 0 0
Principal payments on
capital leases (27,306) (15,918)
Proceeds from issuance of
common stock 194,500 0
Changes in related party payables 0 0
Changes in refunded payables 0 (25,000)
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Net cash provided by financing
activities 142,535 214,141
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Net increase (decrease) in cash
and cash equivs. (93,333) (386,251)
Cash and cash equivalents at
beginning of period 131,279 448,850
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Cash and cash equivalents at
end of period 37,946 62,599
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Cash paid during the year for interest 57,692 44,143
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DISCOVERY TECHNOLOGIES, INC. AND SUBSIDIARY NOTES TO CONDENSED CONSOLIDATED
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FINANCIAL STATEMENTS
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1. Background
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Discovery Technologies Inc. ("Discovery" or the "Company") was
incorporated in February, 1987 under the laws of the State of Kansas.
Effective October 1, 1993, Discovery merged with Innovative Financial
Strategies, Inc. (IFS). IFS was incorporated under the laws of the State of
Delaware and was engaged in the business of providing revenue enhancement
consulting services to hospitals and other health care clientele.
Effective March 29, 1996 Discovery acquired one hundred percent (100%) of
the issued and outstanding shares of Rocky Mountain Taco, Inc., a Colorado
corporation, and one hundred percent (100%) of the issued and outstanding
shares of The Colorado Taco Corporation, a Colorado Corporation (collectively
called ZuZu (registered) Colorado), Colorado developers of ZuZu (registered)
Handmade Mexican Food restaurants (the "Reorganization"). For accounting
purposes, the transaction was accounted for as a reverse acquisition whereby
Discovery was considered to have been acquired by ZuZu (registered) Colorado.
As part of the Reorganization, IFS was sold to Mr. Don McCrea-Hendrick for
126,221 shares of the Company's Common Stock and forgiveness of $175,000 in
past due salary along with a mutual release with the Company whereby the
parties agreed to terminate all obligations under Mr. McCrea-Hendrick's
employment agreement. In addition IFS and Mr. McCrea-Hendrick agreed to
indemnify the Company against any and all liabilities which existed on or
before December 31, 1995.
Following consummation of the Reorganization, Discovery remained as the
surviving entity, and as a result, the Company will retain Discovery's capital
structure.
2. INTERIM FINANCIAL STATEMENTS
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The condensed consolidated balance sheet of Discovery Technologies, Inc.
and Subsidiaries as of September 30, 1996 and the condensed consolidated
statements of operations and cash flows for the three months and six months
ended September 30, 1996 and Septemer 30, 1995 are unaudited, but include all
adjustments (consisting of only normal recurring accruals) which the Company
considers necessary for a fair presentation of its consolidated positions,
results of operations and cash flows of these periods. These interim financial
statements do not include all disclosures required by generally accepted
accounting principles and therefore should be read in conjunction with the
Company's financial statements and notes thereto included in the Company's
latest annual report on Form 10-KSB. Results of operations for interim periods
are not necessarily indicative of the results for a full year.
3. INCOME TAXES
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The Company provides for deferred income taxes under an asset and
liability approach in accordance with Statement of Financial Accounting
Standards No. 109 "Accounting for Income Taxes" which generally requires that
the tax asset or liability be computed based upon the statutory income tax
rates in effect when the differences in reporting income and expenses for
financial and tax reporting purposes are reported on the tax return.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS OF DISCOVERY TECHNOLOGIES, INC.
The following discussion and analysis should be read in conjunction with
the financial statements and notes thereto appearing elsewhere in this report.
Effective March 29, Discovery sold IFS to Don McCrea-Hendrick and,
concurrently with the sale of IFS acquired one hundred percent (100%) of the
outstanding Common Stock of ZuZu (registered) Colorado. For accounting
purposes, the transaction was accounted for as a reverse acquisition whereby
Discovery was considered to have been acquired by ZuZu (registered) Colorado.
As a result, ZuZu (registered) Colorado's operations are the only operations of
the Company following the Reorganization. Therefore, portions of the following
discussions compare the Company's liquidity, capital resources and results of
operations to those of ZuZu (registered) Colorado for the prior year.
LIQUIDITY AND CAPITAL RESOURCES - SEPTEMBER 30, 1996 COMPARED TO DECEMBER 31,
1995
Total assets decreased from $1,422,863 on December 31, 1995 to $1,361,236
on September 30, 1996, a decrease of 4.3%. The decrease is attributed to
dispersion of funds to complete construction on a new location and the payment
of Accounts Payable. Current assets decreased from $152,291 as of December 31,
1995 to $75,809 as of September 30, 1996 or 50.2%. The Company's cash account
fell substantially from $131,279 on December 31, 1995 to $53,163 on September
30, 1996, a decrease of $78,116. Property and Equipment/Other Assets increased
$20,703 or 2.4% over the amount reported on December 31, 1995. These increases
reflect the continued maintenance of ZuZu (registered) Handmade Mexican Food
restaurants in Colorado.
The Company's current liabilities increased $101,377 or 22.1%. Long term
debt decreased from $469,182 as of December 31, 1995 to $404,196 as of
September 30, 1996.
The Company continued to suffer a working capital deficit due to
development costs and losses from operations. To this end, the Company's
working capital deficit increased from $(306,070) on December 31, 1995 to
($483,929) on September 30, 1996, an increase of $177,859.
The Company has continued to expand the ZuZu (registered) concept in
Colorado with the addition of a fifth restaurant in Colorado Springs, Colorado.
On May 29, 1996 the Company signed a letter of intent to purchase seventeen
Arby's Roast Beef restaurants from Circle Restaurant Company of Denver,
Colorado. The units are located in southern Colorado with the largest
concentration in Colorado Springs, Colorado. Triarc Restaurant Group, parent
company of Arby's Roast Beef, and ZuZu (registered), Inc., parent company of
ZuZu (registered) Handmade Mexican Food, signed an agreement to co-brand ZuZu
(registered) with Arby's. The agreement is in force throughout the United
States with the exception of the state of Colorado. The Company intends to co-
brand as many of the Arby's units in southern Colorado as is practical. The
Company will need to raise at least $2,200,000 through a debt agreement or
through sale of equity to complete the purchase. To date, however, the Company
has not obtained any commitments for additional capital, and there can be no
assurance that the Company will be able to raise the needed capital on terms
favorable or acceptable to the Company. The letter of intent is non-binding
and so there is no assurance that the purchase will be consummated.
The Company anticipates continued improvement in liquidity through modest
increases in current assets as sales and marketing efforts improve.
RESULTS OF OPERATIONS - NINE MONTHS ENDED SEPT 30, 1996 COMPARED TO NINE
MONTHS ENDED SEPT 30, 1995
Revenues for the three months ended September 30, 1996 increased over the
same period in 1995. Specifically revenues, for the three month period ended
September 30, 1996 were $372,854, up from $296,050 reported September 30, 1995
or 25.9%. Gross Margin decreased from $89,676 as of September 30, 1995 to
$29,321 as of September 30, 1996 as a result of the inefficiencies experienced
in startup of a new site. General and Administrative expenses decreased from
$125,003 as of September 30, 1995 to $123,810, an decrease of 1%. The decrease
in these expenses was due to minor efficiencies. Interest income decreased
from $1,860 to $525 and Interest Expense went from $18,854 to $19,154 for the
three months ended September 30, 1995 and September 30, 1996 respectively. As
a result the Net Loss increased from ($52,321) to ($113,118). Likewise, the
Company's net loss per share increased to ($.03) per share.
The Company intends to lower operating expenses through control of labor
and food costs with the addition of a commissary to provide most of the food
preparation necessary for the five operating sites. The commissary will reduce
kitchen labor costs at the unit level by reducing the amount of food
preparation, enhance training and product consistency, and reduce food costs by
concentrating delivery of food to one site, reducing delivery costs, thus
allowing ZuZu (registered) to take advantage of volume purchase discounts.
In addition, the Company has negotiated an agreement with Bethesda
Management to reduce the standard lease costs on the site located at 1899 S.
Nevada Ave., Colorado Springs, Colorado in return for percentage rent
agreements. The reduction will lower the base costs of the site during the
start up of the site when revenues are expected to be lower.
Management believes that the actions underway to reduce labor cost and
food cost will improve the gross profit margin of the operations and that when
adequate funding is available, a substantial advertising program can be
initiated to improve market awareness and thus revenue and profit margin.
RESULTS OF OPERATIONS - THREE MONTHS ENDED SEPT 30, 1996 COMPARED TO THREE
MONTHS ENDED SEPTEMBER 30, 1995
Revenues for the nine months ended September 30, 1996 increased over the
same period in 1995. Specifically revenues, for the nine month period ended
September 30, 1996 were $1,084,025 up from $783,476 reported September 30, 1995
or nearly 38.36%. Gross Margin decreased from $274,793 as of September 30,
1995 to $159,280 as of September 30, 1996 as a result of the inefficiencies
experienced in building awareness for new sites. General and Administrative
expenses increased from $335,563 as of September 30, 1995 to $449,760 an
increase of nearly 34%. The increase in these expenses was due to the merger
between ZuZu (registered) Colorado and the Company. Interest income decreased
from $7,214 to $1,801 and Interest Expense went from $44,143 to $57,692 for the
nine months ended September 30, 1995 and September 30, 1996 respectively. As a
result the Net Loss increased from ($97,699) to ($346,371). Likewise, the
Company's net loss per share increased to ($.09) per share.
Management believes that the actions underway to reduce labor cost and
food cost will improve the gross profit margin of the operations and that when
adequate funding is available, a substantial advertising program can be
initiated to improve market awareness and thus revenue and profit margin.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On March 21, 1996 Contract Media Specialists, Inc. d.b.a. Entree-Denver
initiated suit against The Colorado Taco Corporation in the County Court, El
Paso County, Colorado, for non-payment of $3,000 in fees charged for placement
of advertisement in Entree magazine. The Company contended that Entree was in
direct violation of the contract which describes specific requirements for
placement of the advertising material. On October 3, 1996 the County Court of
El Paso County, State of Colorado, ruled in favor of the Company, denying
Entree any collection and causing Entree to pay court costs and reasonable
attorney's fees to the Company.
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULT UPON SENIOR SECURITIES
In December, 1995, Innovative purchased certain secured promissory notes
in return for Innovative issuing its own Note in the amount of $200,000. The
Note called for monthly payments of $40,000 each commencing in January, 1996.
Innovative has refused to make payments on the Note claiming numerous defenses
and counterclaims based upon misrepresentations in the transaction. These
obligations are the sole responsibility of Innovative Financial Strategies and
Don McCrea-Hendrick as part of the acquisition of the Company by ZuZu
(registered) Colorado.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Exhibits - None
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DISCOVERY TECHNOLOGIES, INC.
Dated: November 18, 1996 By: /s/ D. William Hill
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D. William Hill, Chief
Executive Officer
Dated: November 18, 1996 By: /s/ Craig T. Rogers
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Craig T. Rogers, Chief Financial
Officer and Chief Accounting
Officer