SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 Form 10QSB QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter ended March 1, 2001 Commission File Number 0-1744 Ambassador Food Services Corporation Delaware 244-0656199 (State or other jurisdiction of (IRS Employer Identification #) incorporation or organization) 5-30 54th Avenue Long Island City, NY 11101 (Address of principal executive offices) 718-361-2512 (Registrant's Telephone Number, Including Area Code) No Changes (Former name, Former Address, and Former Fiscal Year, if Changed Since Last Report) 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 twelve 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 ninety days. YES______ NO____X____ Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the close of the period covered by this report: Common stock ($1.00 par value) 735,356 shares outstanding as of 05/11/01. AMBASSADOR FOOD SERVICES CORPORATION AND SUBSIDIARIES INDEX Part 1. FINANCIAL INFORMATION Item 1. Financial Statements Condensed Consolidated Balance Sheets March 1, 2001 (Unaudited) and June 1, 2000 3 Consolidated Statements of Income Nine Months ended March 1, 2001 (Unaudited) And March 2, 2000 (Unaudited) 4-5 Condensed Consolidated Statements of Cash Flows Nine months March 1, 2001 (Unaudited) 4 Notes to Condensed Consolidated Financial Statements (Unaudited) 5 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 5-6 Signatures 6 AMBASSADOR FOOD SERVICES CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS ASSETS 3/01/01 6/1/00 Cash 19,351 232,775 Accounts & Notes Receivable 1,504,063 1,228,033 Inventories 152,609 537,655 Other current 11,985 109,494 Total Current Assets 1,688,008 2,107,957 Property Plant and Equipment - Net 172,703 1,611,249 Location Contracts - 147,477 Other Long Term Assets 223,138 405,843 Total Assets 2,083,849 4,272,526 LIABILITIES AND STOCKHOLDERS' EQUITY Trade Accounts Payable 645,872 1,549,304 Accrued Expensed and Other 355,160 439,342 Current Maturities of Long Term 191,305 497,293 Debt Line of Credit 209,034 770,969 Total Current Liabilities 1,401,371 3,256,908 Long-Term Debt 945,744 1,420,856 Other Long-term Liabilities 43,250 177,621 Stock Holders' Equity: Common Stock 1,009,230 1,009,230 Additional Paid-In Capital 718,291 718,291 Retained Earnings (1,704,526) (1,980,869) 22,995 (253,348) Less Treasury Stock (329,511) (329,511) (306,516) (582,859) Total Liabilities & Stockholders' Equity 2,083,849 4,272,526 Note: The balance sheet at June 1, 2000 has been taken from the audited financial statements at that date, and condensed. See accompanying notes to consolidated condensed financial statements. 3 AMBASSADOR FOOD SERVICES CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) 3/1/01 Cash Flows from Operating Activities (322,708) Cash Flows from Investing Activities 1,586,690 Cash Flows from Financing Activities (1,477,406) Net Increase (Decrease) in Cash (213,424) Cash: Beginning of period (June) 232,775 End of period (March) 19,351 CONDENSED CONSOLIDATED STATEMENT OF INCOME (Unaudited) 39 Weeks Ended 39 Weeks Ended 3/1/01 3/2/00 Total Revenue: $4,488,373 $12,977,116 Costs of Products Sold 1,673,700 5,928,312 Payroll Expenses 1,316,811 3,302,964 Operating 650,976 1,583,096 Administrative 859,988 1,531,217 Depreciation and Amortization 70,333 356,505 Interest 119,947 218,808 Total Expenses 4,691,755 12,920,902 Gain (Loss) from continuing operations before extraordinary item and income tax benefit (203,382) 56,214 Income tax benefit 81,353 Loss from continuing operations before extraordinary item (122,029) Discontinued Operations: Loss from vending machine operation, net of applicable income taxes of $129,398 (194,098) Gain on disposal of vending machine operation, including provision for losses during phase-out period of $346,410, and gain on sale of assets of $1,058,970, net of 4 applicable income taxes of $195,376 517,184 ------- 323,086 Income before extraordinary item $201,057 -------- Extraordinary Item-gain from restructure of debt, net of applicable income taxes of $15,375 75,286 Net Income 276,343 56,214 ======= ====== Earnings per Common share $.38 $.08 AMBASSADOR FOOD SERVICES CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANACIAL STATEMENTS (Unaudited) 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The condensed consolidated balance sheet as of March 1, 2001, the consolidated statements of income for the nine month period ended March 1, 2001, and March 3, 2000, and the condensed consolidated statements of cash flows for the nine monthperiod then ended have been prepared by the company without any audit. In the opinion of management, all adjustments (which include only normal recurringadjustments) necessary to present fairly the financial position, results of operations, and cash flows at March 1, 2001 and for all periods presented have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. It is suggested that these condensed consolidated financial statements and notes thereto, are included in the Company's June 1, 2000 annual report to shareholders. The results of operations for the periods ended March 1, 2001 and March 2, 2000 are not necessarily indicative of the operating results for the full year. 2. INVENTORIES Inventories consist of raw materials and supplies. Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATION Declining sales, a need to strengthen the financial position of the Company and a strategy to exit the vending service business resulted in the sale of three of the 5 Company's operations. The assets of its Kansas City operation were sold on August 19, 2000 and the sale of the assets of its Des Moines, Iowa and Lawton, Oklahoma operations were sold on January 12, 2001. Continuing operations had a loss of $203,382 before extraordinary item and income tax on sales of $4,488,373. A gain of $90,661 before income taxes was realized on the restructuring of a note payable to an individual. The interest rate was reduced from 12% to 10%. The sales of the janitorial segment of the Company of $753,270 for the thirty-nine weeks became 16.8% of total sales from continuing operations because of the sale of the vending operations. The related loss for the janitorial segment was $11,020. In March 2001, the company sold its corporate office building in Kansas City and moved its principal executive offices to its Long Island City, New York facility resulting in reduced overhead costs The proceeds from the sale of assets of the three operations and the office building were used to reduce term debt and trade creditors. These events have improved the financial condition of the company. Cash flow from the remaining locations in New York and New Jersey will, in the opinion of management, be less than requirements for the next 4-6 months however, new food service contracts which commence in July and August should provide the additional cash flow needed to meet requirements SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, there-unto duly authorized. AMBASSADOR FOOD SERVICES CORPORATION (Registrant) By /s/ Robert A. Laudicina July 20, 2001 ---------------------------- ---------------------------------- Robert A. Laudicina Date President By /s/ Daryl Roecker July 20, 2001 ------------------------------ ---------------------------------- Daryl Roecker Date Controller 6