FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarter Ended March 31, 1997 Commission File Number 33-11170-B ----------------- ----------------- UNIVERSITY DINING SERVICES, INC. - ------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 06-1168423 - ------------------------------------------------------------------------- State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 2 Broadway Hamden, Connecticut 06518-2697 - ------------------------------------------------------------------------- (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code (203) 248-4100 - ------------------------------------------------------------------------- - ------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report.) Indicate by check whether the registrant (1) has filed all reports required to be files 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 Yes: X was required to file such report(s), and ______________ (2) has been subject to such filing requirements for the past 90 days No: ______________ past 90 days. 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. Number of shares outstanding Class at March 31, 1997 ------------------------------- ------------------------------ Common Stock, $.001 par value 13,000,000 shares Page 1 of 9 Form 10 - Q 3rd Quarter INDEX ----- PAGE ---- PART I - FINANCIAL INFORMATION * ITEM 1. Financial Statements Balance Sheets - March 31, 1997 (audited) and 3 June 28, 1996 (unaudited) Statement of Operations - Three months ended March 31, 1997 (audited) and 1996 (unaudited) 4 Statement of Operations - Nine months ended March 31, 1997 (audited) and 1996 (unaudited) 5 Statement of Changes in Stockholder's Equity - For the nine months ended March 31, 1997 (audited) 6 Statement of Cash Flows for the nine months March 31, 1997 (audited) 7 Notes to Financial Statements (audited) 8 ITEM 2. Management's Discussion and Analysis 8 PART II - OTHER INFORMATION ITEM 1. Other Information 8 Signatures 9 The accompanying financial statements are not covered by an independent certified public accountants' report. 2 UNIVERSITY DINING SERVICES, INC. BALANCE SHEET 3/31/97 06/28/96 (audited) (unaudited) --------- ----------- ASSETS CURRENT ASSETS: Cash $88,450 $72,746 Accounts receivable, net of allowance $233,722 $232,369 allowance for doubtful accounts of $2,845 at March 31, 1997, and June 28, 1996. Inventory $167,523 $165,377 Prepaid Expenses $107,393 $58,001 Total current assets $597,088 $528,493 ---------- ---------- EQUIPMENT AND VEHICLES Equipment $598,848 $560,002 Vehicles $124,263 $121,440 Leasehold Improvements $7,088 $7,088 Accumulated depreciation ($499,799) ($440,330) Total fixed assets $230,400 $248,200 ---------- ---------- Deferred Taxes $38,332 $38,332 TOTAL ASSETS $865,820 $815,025 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Current portion of long-term debt $84,431 $84,431 Accounts Payable $473,613 $436,892 Accrued Expenses $111,799 $85,456 Payable to Vendor $11,860 $24,753 Notes Payable to Officers/Directors $14,540 $12,100 Total current liabilities $696,243 $643,632 ---------- ---------- LONG-TERM DEBT $74,872 $129,215 STOCKHOLDERS' EQUITY Common stock, $.001 par value, 100,000,000 shares authorized 13,000,000 shares issued and outstanding $13,000 $13,000 Additional paid-in capital $232,088 $232,088 Accumulated deficit ($150,383) ($202,910) Total stockholders' equity $94,705 $42,178 ---------- ---------- TOTAL LIABILITIES $865,820 $815,025 ========== ========== 3 UNIVERSITY DINING SERVICES, INC. STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED -------------------------- 3/97 3/96 (audited) (unaudited) NET REVENUES $1,390,036 $1,243,588 COST AND EXPENSES Cost of goods sold $1,275,965 $1,119,721 General & administrative $129,056 $112,731 $1,405,021 $1,232,452 NET INCOME (LOSS) ($14,985) $11,136 NET INCOME PER SHARE * * ---------- ---------- COMMON SHARES OUTSTANDING 13,000,000 13,000,000 * less than $.01 per share 4 UNIVERSITY DINING SERVICES, INC. STATEMENTS OF OPERATIONS (audited) FOR THE NINE MONTHS ENDED ------------------------- 3/31/97 3/31/96 NET REVENUES $4,290,622 $3,501,115 COST AND EXPENSES Cost of goods sold $3,861,280 $3,160,305 General & administrative $376,815 $321,711 $4,238,095 $3,482,016 NET INCOME (LOSS) $52,527 $19,099 NET INCOME PER SHARE * * ---------- ---------- COMMON SHARES OUTSTANDING 13,000,000 13,000,000 * less than $.01 per share 5 UNIVERSITY DINING SERVICES, INC. -------------------------------- STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY -------------------------------------------- FOR THE NINE MONTHS ENDED MARCH 31, 1997 ---------------------------------------- (audited) --------- ADDITIONAL ---------- COMMON PAID-IN ACCUMULATED TOTAL ------ ------- ----------- ----- SHARES AMOUNT CAPITAL DEFICIT ------ ------ ------- ------- Balances 6/28/96 13,000,000 $13,000 $232,088 ($202,910) $42,178 Net Profit - 0 - - 0 - - 0 - $52,527 $52,527 Balances 3/31/97 13,000,000 $13,000 $232,088 ($150,383) $94,705 6 UNIVERSITY DINING SERVICES, INC. -------------------------------- STATEMENTS OF CASH FLOWS ------------------------ NINE MONTHS ENDED ----------------- 3/31/97 ------- OPERATING ACTIVITIES Net Profit (loss) $52,527 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization $59,772 (Increase) Decrease in accounts receivable ($1,353) (Increase) Decrease in inventories ($2,146) (Increase) Decrease in prepaid expenses ($49,392) (Decrease) Increase in accounts payable $36,721 (Decrease) Increase in accrued expenses $26,343 (Decrease) Increase in notes payable Officers/Directors $2,440 (Decrease) Increase in current portion of long- term debt $ 0 NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES $124,912 INVESTING ACTIVITIES - Purchase of Equipment ($54,865) NET INCREASE (DECREASE) IN CASH $70,047 ---------- FINANCING ACTIVITIES: Principal payments on borrowings ($63,897) Proceeds from borrowings $9,554 CASH FLOWS PROVIDED FROM FINANCING ACTIVITIES ($54,343) DECREASE IN CASH AND CASH EQUIVALENTS $15,704 CASH, beginning of year $72,746 CASH, end of quarter $88,450 ========== 7 UNIVERSITY DINING SERVICES, INC. -------------------------------- NOTES TO FINANCIAL STATEMENTS ----------------------------- (audited) 1. GENERAL: -------- Management has elected to omit substantially all notes to the Company's financial statements. Reference should be made to the Company's Form 10-K filed for the year ended June 30, 1990, as this report incorporates the notes to the Company's year-end financial statements. 2. AUDITED INFORMATION: --------------------- The information furnished herein was taken from the books and record of the Company wad audited. Such information reflects all adjustments (consisting only of normal recurring adjustments) which are, in the opinion of management, necessary to reflect properly results in interim periods presented. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the year. PART I. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF --------------------------------------- FINANCIAL CONDITION AND RESULTS OF ---------------------------------- OPERATIONS ---------- FINANCIAL CONDITION: - -------------------- On August 14, 1987, the company completed the sale of 5,000,000 Units at $.05 per Unit in a public offering each Unit consists of one share of the Company's $.001 par value common stock and one common stock purchase warrant. The Company received net proceeds of approximately $192,000 from this offering. Since receiving the proceeds from the public offering, the Company has had sufficient working capital to carry out its planned operations. RESULT OF OPERATIONS: - --------------------- Sales for the third quarter ending March 31, 1997 increased 11.8% from the third quarter ending March 31, 1996. Total expenses increased 2% from 1996's third quarter. PART II. ITEM 1. OTHER INFORMATION ----------------- On December of 1996, the Company entered into an Agreement for Food and Refreshment Service between the Company and Yankee Gas in Meriden, Connecticut. The agreement, commencing in December, 1996, is automatically renewable for one (1) year periods until notice of termination is given by either party thirty (30) days prior to the date of termination. The Company provides breakfast and lunch as well as various snack items and hot entrees. The Company handles all aspects of this operation including training employees and the preparation and sale of food items. The Company receives a subsidy. 8 SIGNATURES ---------- Pursuant to the requirements of The Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. UNIVERSITY DINING SERVICES, INC. -------------------------------- Date: Feb. 20, 1998 By:/s/ GEOFFREY W. RAMSEY - ------------------------ -------------------------------------- Geoffrey W. Ramsey, President and Chief Financial Officer 9