SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D C. 20549
FORM 10-KSB
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1999
COMMISSION FILE NUMBER 000-21093
INTERFOODS OF AMERICA, INC.
(EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)
NEVADA 59-3356-011
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER IDENTIFICATION NO.
INCORPORATION OR ORGANIZATION)
9400 SOUTH DADELAND BOULEVARD, SUITE 720, MIAMI, FLORIDA 33156
(ADDRESS AND ZIP CODE OF PRINCIPAL EXECUTIVE OFFICES)
ISSUER'S TELEPHONE NUMBER: (305) 670-0746
SECURITIES REGISTERED UNDER SECTION 12(B) OF THE EXCHANGE ACT: NONE
SECURITIES REGISTERED UNDER SECTION 12(G) OF THE EXCHANGE ACT:
COMMON STOCK, $.001 PAR VALUE
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 SUBJECT TO SUCH FILING
REQUIREMENTS FOR THE PAST 90 DAYS. YES [X] NO [ ]
CHECK IF THERE IS NO DISCLOSURE OF DELINQUENT FILERS IN RESPONSE TO ITEM
405 OF REGULATION S-B CONTAINED IN THIS FORM, AND NO DISCLOSURE WILL BE
CONTAINED, TO THE BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR
INFORMATION STATEMENTS INCORPORATED BY REFERENCE IN PART III OF THIS FORM
10-KSB OR ANY AMENDMENT TO THIS FORM 10-KSB. [ ]
STATE ISSUER'S REVENUES FOR ITS MOST RECENT FISCAL YEAR: $37,796,392
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The aggregate market value of the registrant's common stock held by
non-affiliates of the registrant as of September 30, 1999 was approximately
$1,375,000. Solely for purposes of the foregoing calculation, all of the
registrant's directors and officers are deemed to be affiliates.
There were 5,717,484 shares of the registrant's common stock outstanding as of
December 22, 1999.
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ITEM 1. DESCRIPTION OF BUSINESS
GENERAL
Interfoods of America, Inc., a Nevada corporation (the "Company"), is
through its wholly-owned subsidiary, Sailormen, Inc., a Florida corporation
("Sailormen"), a franchisee and operator of Popeye's/registered trademark
/Chicken and Biscuits ("Popeye's") restaurants. The Company currently operates,
pursuant to franchise agreements with AFC Enterprises, Inc. (the "Franchisor"),
54 Popeye's restaurants located in Florida, Alabama, Louisiana and Missouri.
The Company's headquarters is located at 9400 South Dadeland Boulevard,
Suite 720, Miami, Florida 33156. Its telephone number is (305) 670-0746.
HISTORY
Until September 1996, the Company was known as Sobik's Subs, Inc. In
May 1996, the Company acquired Sailormen from the Company's current Chief
Executive Officer, Robert S. Berg, and President, Steven M. Wemple, for a total
of 2,500,000 shares of the Company's common stock. At the time of the
acquisition, Sailormen operated 11 Popeye's restaurants.
Until December 1997, the Company operated two wholly-owned
subsidiaries, in addition to Sailormen: (1) SBK Franchise Systems, Inc., which,
through an exclusive master license with Sobik's Sandwich Shops, Inc., the
Franchisor of Sobik's Subs restaurants, developed, franchised and serviced
Sobik's Subs franchises; and (2) Sobik's Restaurant Corp., which established,
owned and operated Sobik's Subs Shops. Sobik's Sub Shops offers a menu of
submarine (sub) style sandwiches (also referred to as hoagies or heroes).
In December, 1997, the Company sold Sobik's Restaurant Corp and SBK
Franchise Systems, Inc. for total consideration valued at $1,100,000. Such
consideration consisted of cash, a note and stock of the purchaser, JRECK Subs
Group, Inc. These divestitures were made by the Management of the Company to
streamline the Company's business operations and to focus its efforts on the
expansion and development of its Popeye's franchises.
Consistent with its decision to concentrate on the ownership and
operation of its Popeye's restaurants, the Company consummated several
acquisitions during fiscal 1997. In October 1996, the Company acquired four
existing Popeye's restaurants in the Birmingham, Alabama market for
consideration valued at $450,000, of which $50,000 was paid in cash and 228,640
shares of the Company's mandatory redeemable restricted Class A Preferred Stock,
valued at $400,000. In September 1997, the Company acquired an existing Popeye's
restaurant in Ft. Pierce, Florida for 338,983 shares of the Company's common
stock valued at $400,000 and opened a new Popeye's Restaurant in Homestead,
Florida.
In December 1997 (Fiscal 1998), the Company acquired eight Popeye's
restaurants in the Baton Rouge, Louisiana market, for approximately $3.7
million. On July 6, 1998, the Company acquired five Popeye's Chicken and Biscuit
restaurants in Pensacola, Florida for consideration valued at $1.8 million. Such
consideration consisted of cash, newly issued restricted common stock and debt.
In March 1999, the Company acquired in two separate transactions,
nineteen Popeye's restaurants in the St Louis, Missouri area and the Baton
Rouge, Louisiana area, for approximately $11.9 million in cash and $8.0 million
of debt. The Company also opened five new Popeye's restaurants within its
existing markets.
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OPERATIONS
The Popeye's menu features unique spicy fried chicken, which each
restaurant prepares daily on premises along with biscuits, which are served with
the chicken entrees. In addition to its spicy fried chicken, the Popeye's menu
contains up to 20-25 other items, including seasonal entrees, such as seafood
dishes, and side items, such as red beans and rice, french fries, mashed
potatoes with gravy, cole slaw, and Cajun rice. Similar to the chicken entrees,
virtually all of these items are prepared fresh daily on the premises of each
restaurant. The Popeye's menu is designed to appeal to a large cross-section of
the population with particular concentration on the 18-49 age group. The
Company's restaurants are generally open seven days a week, from 10:00 am to
midnight, and serve lunch and dinner.
A typical Popeye's restaurant operated by the Company employs two full
time managers and at least one additional supervisory employee. Typically, all
restaurant managers (and other representatives of the Company) are required to
attend, at the Company's expense, training courses conducted by the Franchisor.
This training program involves on-the-job training and an instructional class.
Other restaurant employees are trained by the restaurant manager in accordance
with the Company's and the Franchiser's guidelines.
In 1999, there were 1,367 Popeye's units in operations worldwide, of
which 1,135 were located in the United States. Popeye's ranks third worldwide in
the number of fast food fried chicken restaurants behind only KFC/registered
trademark/and Church's. Average sales per unit for Popeye's/registered
trademark/ located in the United States are estimated to be $788,000 annually.
The Company's stores averaged annual sales of approximately $ 857,500 per unit.
BUSINESS STRATEGY
The Company's business strategy is (1) to increase the level of sales
at its currently owned Popeye's restaurants; and (2) to expand by (a) locating
and acquiring, at advantageous prices, existing Popeye's restaurants, which
management believes are under performing and (b) developing new Popeye's
restaurants in the Southeastern United States. There can be no assurance that
the Company will be able to achieve all or any part of its business strategy
(see "Risk Factors"). The Company is a restaurant operating company and will own
real estate only as it relates to stores which may be acquired or built by the
Company.
FRANCHISE AGREEMENT
The Company franchises its Popeye's restaurants from the Franchisor.
The Franchisor maintains its principal place of business at Six Concourse
Parkway, Atlanta, Georgia, 30328, and does business under its corporate name and
under the trade names and service marks "Popeye's" and "Popeye's Chicken and
Biscuits".
Each of the Company's Popeye's restaurants is operated under a separate
franchise agreement from the Franchisor. Retention of these franchise agreements
is important to the success of the Company. The Company believes that its
relationship with the Franchisor is satisfactory. The franchise agreements are
for an initial term of 20 years and are renewable for additional ten-year terms
upon the payment of one-half of the then-applicable franchise fee, which is
currently $25,000, and the execution of a renewal franchise agreement. The
renewal franchise agreement may provide for increased royalties and advertising
contributions, and may require the Company to remodel or re-equip its
restaurants to meet the then current standards of the Franchisor. The Company is
required to pay the Franchisor a royalty fee equal to 5% of the gross sales of
each franchise restaurant. The franchise agreements require the Company to
construct and operate its Popeye's restaurants in accordance with the detailed
requirements of the Popeye's system.
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The flours, batters, seasonings, mixes, sauces, dressings, and meats,
used to prepare Popeye's spicy chicken and other Popeye's menu items (the
"Proprietary Products") are acquired from vendors approved by the Franchisor.
The Company has agreements (The "Distribution Agreement") with distribution
companies approved by the Franchisor for the supply of food products, dry goods
and related supplies. The Distribution Agreement commenced on March 8, 1996 and
has a term of 10 years. It is renewable annually thereafter unless terminated
with 60 days notice by either party.
The Company's ability to maintain consistent quality depends in part
upon its ability to acquire food products from reliable sources in accordance
with the Franchiser's specifications. While the Company has not experienced any
problems to date in acquiring such food products, there can be no assurance that
such food products will be available in the future on terms acceptable to the
Company.
MARKETING AND ADVERTISING
All Popeye's restaurants are required to contribute 3% of their weekly
gross sales to the Popeye's Chicken & Biscuit Advertising Fund (the "Popeye's
Advertising Fund") for regional and local advertising conducted by the
Franchisor. The terms of the Popeye's Advertising Fund require that all
contributions to the fund and earnings of the fund are utilized by the
Franchisor exclusively for advertising and promotional activities for Popeye's
restaurants. In most of its markets, the Company voluntarily contributes amounts
in excess of the required 3%.
GOVERNMENT REGULATION
Each of the Company's restaurants is subject to licensing and
regulation by a number of governmental authorities, which may include health,
sanitation, safety, fire, building and other agencies in the state and/or
municipality in which the restaurant is located.
Difficulties in obtaining or failure to obtain the required licenses or
approvals could delay or prevent the development of a new restaurant in a
particular area. The Company also is subject to federal and state environmental
regulations. Requirements of local governmental bodies with respect to zoning,
land use, and environmental factors could delay or prevent the development of a
new restaurant in a particular area.
The Company is also subject to state and federal labor laws that govern
its relationship with its employees, with respect to minimum wage requirements,
overtime, working conditions and citizenship requirements.
COMPETITION
The restaurant industry is highly competitive with respect to price,
service, food quality and location. There are numerous well-established
competitors possessing substantially greater financial, marketing, personnel and
other resources than the Company. There is also active competition for
restaurant managers and hourly restaurant employees, as well as intense
competition for commercial real estate suitable as sites for quick service
restaurants, such as those operated by the Company.
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The Company is required to respond to various factors affecting the
restaurant industry, including changes in consumer preferences, tastes, eating
habits, demographic trends and traffic patterns, increases in food and labor
costs and national, regional and local economic conditions. A number of fast
food restaurant companies have recently experienced flattening growth rates and
declines in average sales per restaurant, in response to which certain of such
companies have adopted discount pricing strategies such as "value meals" and
other marketing strategies. Such strategies could have an adverse effect upon
the Company and could also negatively impact the Company's operating margins,
should the Company elect to match competitors' price reductions. The principal
bases of competition in the industry are food quality, speed of service, and
price; but advertising, location, and attractiveness of facilities are also
important. Popeye's competes with other national fried chicken chains such as
KFC and Church's, as well as with all other national and regional quick-service
restaurant chains. Some of these competitors have greater financial resources,
larger advertising budgets and more national recognition than those of Popeye's.
As a result of a national trend in increased chicken consumption, many
quick-service restaurant chains that are not identified with chicken, have added
a variety of chicken items to their menus. While the Company believes that its
spicy fried chicken is distinguished from the chicken offered by its competitors
by unique seasonings and tastes, product quality, and freshness, there can be no
assurances that consumers will not choose its competitors' chicken products over
those sold in the Company's restaurants.
EMPLOYEES
As of September 30, 1999, the Company employed approximately 1,240
people, on a full-time and part-time basis. Of these employees, 192 were
employed as field management personnel and 15 were in corporate management and
administration. None of the Company's employees belong to a union and the
Company has not experienced any work stoppages. The Company believes that its
labor relations are satisfactory.
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ITEM 2. DESCRIPTION OF PROPERTY
The Company leases 3,788 square feet of office space at 9400 South
Dadeland Boulevard, Miami, Florida 33156. The monthly base lease expense for the
offices is $5,050.67. The lease expires on October 31, 2003. These offices are
used to administer all Company operations.
With the exception of one property in Ft Pierce, Florida, The Company
currently does not make any investments in real estate or maintain interests in
real estate, including real estate mortgages or securities issued by people
primarily engaged in real estate activities. The Company may make such
investments in the future to help facilitate the acquisition or construction of
new stores. The Company anticipates that Company-owned restaurants will be
established primarily in leased premises, but the Company may elect as an
alternate to leasing, to periodically purchase land and buildings for new
locations. To the extent that the purchase of a restaurant property or real
estate is a requirement in connection with a new location or the acquisition of
a particular franchise, the Company may subsequently enter into a sale and
leaseback type transaction with respect to such restaurant properties or real
estate. To date, all real estate sale-leaseback transactions have occurred with
unaffiliated third party landlords. The Company may also lease locations from
affiliated parties, if such terms are similar to that which may be obtained from
third parties. There are currently no such real estate leases with affiliated
parties.
As of September 30, 1999, 53 of the 54 Popeye's restaurants operated by
the Company were on leased premises. The Company usually tailors the lease term
according to the term of the franchise agreement. The monthly lease expense on
leased properties ranges between $2,200 and $7,800. A total of five of the lower
base rent leases may also contain additional payments to the lessor based upon a
percentage of sales. As of September 30, 1999, the Company leased 20 restaurants
in Florida, 6 in Alabama, 18 in Louisiana and 9 in St Louis, Missouri.
ITEM 3. LEGAL PROCEEDINGS
On November 20, 1997, James Byrd, the former Chairman of the Board and
Director of the Company, filed suit against the Company and Mr. Berg for an
injunction and damages resulting from an alleged breach of contract by the
Company. Mr. Byrd alleges that the Company breached an agreement to repurchase
150,000 shares of common stock at a price of approximately $130,000. On November
26, 1997, Mr. Byrd's Emergency Motion for Temporary Injunction in that action
was denied. The Company believes that the suit is without merit and the Company
will vigorously defend this action.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
In the fourth quarter, no matter was submitted to a vote of securities
holders of the Company.
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ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company's Common Stock trades in the over-the-counter market under
symbol IFDA on the OTC electronic bulletin board. The following table shows the
quarterly high and low bid prices for fiscal years 1997, 1998 and 1999 as
reported by the National Quotations Bureau Incorporated. These prices reflect
inter-dealer quotations without adjustments for retail markup, markdown or
commission and do not necessarily represent actual transactions.
YEAR PERIOD HIGH LOW
------- ---------- -------- -------
1997 First Quarter $1.38 $0.56
Second Quarter $1.44 $0.69
Third Quarter $1.75 $0.81
Fourth Quarter $0.87 $0.56
1998 First Quarter $1.00 $0.55
Second Quarter $1.00 $0.62
Third Quarter $0.95 $0.64
Fourth Quarter $0.70 $0.50
1999 First Quarter $2.06 $0.19
Second Quarter $1.81 $1.12
Third Quarter $1.56 $0.88
Fourth Quarter $1.13 $0.44
At September 30, 1999, there were approximately 1,200 holders of record
of the Company's Common Stock.
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ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS
The following discussion and analysis should be read in conjunction
with the financial statements and notes thereto, appearing elsewhere in this
report.
RESULTS OF OPERATIONS
YEAR ENDED SEPTEMBER 30, 1999 COMPARED TO YEAR ENDED SEPTEMBER 30, 1998
For the year ended September 30,1999 ("Fiscal 1999 "), The Company had
total revenues of $37,796,392 compared to total revenue of $18,344,980 for the
year ended September 30,1998 ("Fiscal 1998"). The increase in revenue was
primarily attributable to the sales generated by the Company's acquisition of
ten stores in Baton Rouge, Louisiana, on March 8,1999,nine stores in St. Louis,
Missouri on March 22,1999, five stores in Pensacola, Florida on July 6, 1998.
The Company opened five additional new stores during the year of which two were
in Birmingham, Alabama and one each in Ft Pierce, North Miami Beach and
Lauderdale Lakes, Florida. The remaining sales increase was due to an increase
in comparable sales of 12.0 % for the year.
Cost of restaurant operations for Fiscal 1999 were $31,738,872 compared to
$15,442,636 for Fiscal 1998. The increase is attributable to the number of
stores and the additional expenses that were incurred to integrate the Company's
procedures and systems into the acquired stores.
General and administrative expenses for Fiscal 1999 were $3,992,330 compared to
$2,646,692 for Fiscal 1998. The increase was primarily attributable to expenses
related to the indirect costs of recent acquisitions of additional stores that
were not capitalized and additional personnel needed to support the current
growth.
Depreciation and amortization expenses for Fiscal 1999 were $778,051 compared to
$277,722 for Fiscal 1998. The increase was primarily attributable to the
acquisition of additional restaurants and the remodeling programs in existing
restaurants.
Operating profit of the Company was $1,287,139 for Fiscal 1999 as compared to an
operating loss $22,070 for Fiscal 1998. The increase in operating profit is
attributable to the increase in number of stores and increases in store level
profits resulted from the favorable comparable sales.
The gain (loss) on the sale of subsidiary was a loss of $182,809 for Fiscal 1999
as compared to a gain of $536,237 for Fiscal 1998. In the prior year, the sale
of one of the Company's subsidiaries, SBK Franchise Systems, Inc. for $1.1
million resulted in a gain of $1,036,237, but this was subsequently reduced by a
reserve of $500,000 on the promissory note obtained in the sale. In the current
year, a new agreement was reached whereby the company received 700,187
additional shares of JRECK stock. As a result of a decline in the market value
in 1999, the Company expensed the stock to net realizable value. The loss
reflects the decrease in stock market price versus the put option value in 1998.
Interest expense increased to $892,906 in Fiscal 1999 from $199,448 in Fiscal
1998. The increase was due to higher average debt outstanding in Fiscal 1999 as
compared to Fiscal 1998 and this was attributable to additional borrowings made
under the Company's acquisition and remodeling programs.
Other expenses were $227,378 in Fiscal 1999 as compared to $357,281 in Fiscal
1998. The charges in the current year were attributable to costs of off balance
sheet financing costs associated with the purchase of the restaurants in Baton
Rouge and St. Louis and the write off of territorial rights in the Caribbean
area. In Fiscal 1998, the expenses were non-recurring charges and accruals
offsetting the 1998 sale of the subsidiary.
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The Company recorded an income tax provision of $130,370 during Fiscal 1999,
which is primarily attributable to the future taxable income and tax liabilities
arising from the differences in depreciation and amortization offset by the
utilization of net operating losses.
YEAR ENDED SEPTEMBER 30, 1998 COMPARED TO YEAR ENDED SEPTEMBER 30, 1997
For the year ended September 30,1998 ("Fiscal 1998 "), The Company had
total revenues of $18,344,980 compared to total revenue of $14,092,182 for the
year ended September 30,1997 ("Fiscal 1997"). The increase in revenue was
attributable to the Company' s acquisition of one store in Fort Pierce, Florida,
in September 1997, eight stores in Baton Rogue, La. on December 11, 1997 and
five stores in Pensacola, Florida on July 6, 1998 which was partially offset by
a decrease in revenues associated with the sale of SBK Franchise Systems Inc.
and Sobik's Restaurant Corp in the first quarter of Fiscal 1998.
Cost of restaurant operations for Fiscal 1998 were $ 15,442,636,
compared to $12,184,518 for Fiscal 1997. The increase was attributable to the
number of stores, as well as the full year effect of the minimum wage increase
during Fiscal 1997.
General and administrative costs for Fiscal 1998 were $2,646,692,
compared to $1,574,526 for Fiscal 1997. The increase is primarily attributable
to expenses related to the indirect costs of the recent acquisitions , which
were not capitalized, additional expenses which were incurred for supervisors to
train and integrate the Company's procedures and systems into the acquired
stores and additional office personal needed to handle the current growth and
near term future growth.
Operating loss of the Company was $22,070 for Fiscal 1998, compared
to an operating profit of $145,448 for Fiscal 1997. Net loss for Fiscal 1998 was
$156,657 compared to net income of $318,878 for Fiscal 1997. The decrease in
operating profits and net income resulted from the increase in general and
administrative expenses associated with the acquisition and opening of stores.
Other income (expense) was primarily attributable to the sale of the
Company's subsidiaries, SBK Franchise Systems Inc and Sobik's Restaurant
Corporation for $1.1 million resulting in a pretax gain of $536,237, which
comprised of a $500,000 promissory note due December 4, 1998, $500,000 worth of
acquirers common stock and $100,000 cash. The $500,000 promissory note was not
repaid. An extension was negotiated with Jreck, which extended the maturity date
until June 30, 1999. The Company received additional 56,857 shares of Jreck
stock as an extension fee. Although management believed the note will be
collected, the maker of the note is dependent upon an equity offering or
positive results from the SBK assets sold to repay the note. Accordingly, in the
fourth quarter of 1998, the promissory note was fully reserved with a
corresponding reduction of the gain on sale. The resulting pretax gain of
$536,237 is included in other income. This gain was offset by non-recurring
charges of $357,281 and interest expense of $199,448.
During Fiscal 1998, the Company recorded an income tax provision of
$114,095, primarily attributable to the utilization of net operating losses.
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LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operations for Fiscal 1999 was $ 862,292 as
compared to $1,152,891 for Fiscal 1998. The decrease in operating cash flow was
primarily attributable to the increase in the level of earnings before
depreciation and amortization of $778,051 in Fiscal 1999 as compared to $277,722
in fiscal 1998 offset by a lower level of increase in accounts payable of
$87,610 in Fiscal 1999 as compared to a $1,433,688 in Fiscal 1998.There was also
higher cash usage for inventories and deposits.
At September 30, 1999, the Company had current assets of $733,470 and
total assets of $20,387,942 compared to current assets of approximately
$1,785,778 and total assets of approximately $11,357,543 at September 30, 1998.
The increase in total assets resulted from the Company's acquisition of ten
Popeye's restaurants in Baton Rogue, Louisiana and nine Popeye's restaurant in
St. Louis, Missouri.
Net cash used in investing activities was $10,419,571 for Fiscal 1999
as compared to $1,853,974 for Fiscal 1998. The increase was primarily
attributable to the acquisition of restaurants in the amount of $ 19,718,278 and
the funds spent in connection with the Company's remodeling program of $
5,022,163 offset by proceeds from the sale-leaseback of restaurants in the
amount of $ 14,430, 370. The Company expects to make a lower investment in the
remodeling program in Fiscal 2000.
Net cash provided by financing activities was $8,401,274 for Fiscal
1999 as compared to net cash provided by financing activities for Fiscal 1998 of
$2,224,998 The increase resulted primarily from the proceeds from new debt of
$9,076,360, which was offset by the reduction of existing debt of $340,666.
The Company believes that cash generated from operations, including the
full year effect of the Fiscal 1999 acquisitions and the availability of its
existing lines of credit which amounts to $100,000 as of September 30, 1999,
will be sufficient to fund its current operations. The Company believes it will
be able to obtain, through equity or debt financing, the necessary capital to
fund its expansion during Fiscal 2000. However, there can be no assurance that
the Company will be able to obtain such capital on terms acceptable to the
Company. No significant expenditures are anticipated to be required for
renovations during Fiscal 2000.
During Fiscal 1999, the company completed sale-leaseback transactions
with Franchise Finance Corporation of America ("FFCA"). In March 1999, the
Company entered into a $12.8 million sale-leaseback with FFCA as it related to
the acquisition of nineteen stores in Baton Rouge, La and St. Louis, Mo and a
new store in Lauderdale Lakes Florida. In July and August 1999, the Company
entered into a $1.6 million sale-leaseback with FFCA as it related to two new
stores in Birmingham Alabama and one in Ft. Pierce, Florida.
The Company will also own land on a short-term basis for the
construction of new stores. After the store opens, the Company will sell the
real estate under a formal sale-leaseback commitment. As of September 30, 1999,
the Company had one store in early stages of development under this type of
arrangement. This future store is located in South Florida.
NEW ACCOUNTING PRONOUNCEMENTS
In June 1997, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 131, "Disclosures about Segments of an Enterprise and Related
Information," effective for fiscal years beginning after December 15, 1997. This
statement requires that a public business enterprise report financial and
descriptive information about its reportable operating segments including, among
other things, a measure of segment profit or loss, certain specific revenue and
expense items, and segment assets. Currently, the Company has one reporting
segment and therefore the impact of adopting SFAS No. 130 was immaterial.
In June 1999, FASB issued SFAS No. 137, "Accounting for Derivative
Instruments and Hedging Activities-Deferral of Effective Date of FASB Statement
No. 133." SFAS No. 137 defers for one year the effective date of SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities." SFAS No. 133
will now apply to all fiscal quarters of all fiscal years beginning after June
15, 2000. SFAS No. 133 will require the Company to recognize all derivatives on
the balance sheet at fair value. Derivatives that are not hedges must be
adjusted to fair value through income. Since the Company does not hold any
derivative instruments, SFAS 133 is not expected to impact the Company.
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YEAR 2000
The term "Year 2000" is a general term used to describe the various
problems that may result from the improper processing of dates and
date-sensitive calculations by computers and other equipment as the year 2000 is
approached and thereafter. These problems generally arise from the fact that
most of the world's computer hardware and software has historically used only
two digits to identify the year, often meaning that the computer will fail to
distinguish dates in the "2000's" from dates in the "1900's."
The Company's State of Readiness. The Company has established a plan to
(1) test its financial and information systems to evaluate Year 2000 compliance,
(2) assess its technology systems that utilize embedded technology such as
micro-controllers in the point of sale equipment in all stores, (3) determine
the readiness of third parties such as critical vendors ,utility companies,
telecommunication companies, banks and other third party suppliers. The Company
has completed the testing and assessment of its financial and information
systems including the technology systems that utilize embedded technology. The
Company hired an external consultant to review the technology systems and new
released software that was Year 2000 compliant was installed. The Company has
determined that the point of sale equipment in all 54 restaurants is Year 2000
compliant.
Costs to address the Company's Year 2000 Issues. The Company expenses
costs associated with its Year 2000 plan as the costs are incurred except for
costs that the Company would otherwise capitalize in the normal course of
business. Management does not expect that the costs associated with its Year
2000 Plan to have a material adverse affect its financial position or results of
operations. The Company is unable to estimate the costs it may incur as a result
of Year 2000 problems suffered by third parties with which it deals. The Company
has surveyed its critical vendors, other than utilities, and believes that each
vendor will be compliant for Year 2000 or, if not, suitable alternative
suppliers that are Year 2000 compliant will be available.
Risks Presented by Year 2000 Problems. To operate its business, The
Company relies upon critical vendors, banks, utility companies,
telecommunications companies, and other third party service providers over which
it can assert little control. The Company's ability to conduct its business is
dependent upon the ability of third parties to avoid Year 2000 related
disruption. If they do not adequately address their Year 2000 issues, the
company's business may be materially affected which could result in a materially
adverse effect on the Company's results of operations and financial condition.
The Company's Contingency Plans. The Company's Plan calls for the
development of contingency plans for areas of its business that are susceptible
to a substantial risk of a year 2000 related disruption. The Company plans to
focus on supply chains, staffing and unit readiness. Supply chain contingencies
include increasing unit inventories by 10% for core food and paper items during
the week of December 27,1999. Staffing and unit readiness contingencies include
readiness, closing and opening checklists for Managers and Supervisors.
Additionally several communication alternatives have been specified to include
phone trees and Y2K voice mail messages. If telecommunications are not
available, the managers and Supervisors have been given opening decision
guidelines to determine appropriate action and communication to designated
resources is to occur as soon as phone service is restored.
12
<PAGE>
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
From time to time, including herein, the Company may publish
"forward-looking" statements within the meaning of Section 27A of the Securities
Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934,
as amended. Words such as "expects," "anticipates," "intends," "plans,"
"believes," "seeks," "estimates," or variations of such words and similar
expressions are intended to identify such forward-looking statements. These
statements are not guarantees of future performance and involve certain risks,
uncertainties and assumptions. Therefore, actual outcomes and results may differ
materially from what is expressed or forecasted in such forward-looking
statements. The Company undertakes no obligation to update publicly any
forward-looking statements, whether as a result of new information, future
events or otherwise.
In addition to factors discussed in this Form 10-KSB, among the other
factors that could cause the Company's results to differ materially are: general
economic and business conditions; the impact of competitive products and
pricing; success of operating initiatives; development and operating costs;
advertising and promotional efforts; adverse publicity; acceptance of new
product offerings; consumer trial and frequency; changes in business strategy or
development plans; quality of management; availability, terms, and deployment of
capital; the results of financing efforts; business abilities and judgment of
personnel; availability of qualified personnel; food, labor, and employee
benefit costs; changes in, or the failure to comply with, government
regulations; weather conditions and construction schedules and risks that sales
growth resulting from the Company's current and future remodeling can be
sustained at the current levels experienced.
For a further description of some of these factors that could cause
actual results to differ materially from such forward-looking statements, see
"Risk Factors" below.
RISK FACTORS
DEPENDENCE ON EXECUTIVE OFFICERS. The Company is dependent upon the
efforts and abilities of Robert Berg, its Chief Executive Officer, Chairman of
the Board, and Steven Wemple, its President and Chief Operating Officer. The
loss of the services of either Messrs. Berg or Wemple would have a material
adverse effect upon the Company's business and future prospects. In addition, in
order to successfully implement its proposed expansion and manage anticipated
growth, the Company will be dependent upon its ability to retain existing and
hire additional qualified management and other personnel, including certain
executive officers. The competition for qualified management and other personnel
in the restaurant industry is intense and, accordingly, there can be no
assurance that the Company will be able to retain or hire the necessary
personnel. The Company will also be dependent on its ability to hire and train
hourly employees. In recent years, the restaurant industry has experienced a
shortage in the availability of qualified restaurant personnel, which could have
an adverse effect on the Company.
COMPETITION IN THE RESTAURANT INDUSTRY. The Company's restaurants face
intense competition from quick-and full-service restaurants and, in particular,
from chains with operating concepts similar to those of the Company. Management
believes that its primary competitors are other national fried chicken chains,
including KFC/registered trademark/, Church's Fried Chicken/registered
trademark/ and Pollo Tropical/registered trademark/. In general, the restaurant
industry is highly competitive and can be significantly affected by many
factors, including changes in local, regional or national economic conditions,
changes in consumer tastes, consumer concerns about the nutritional quality of
food and increases in the number of, and particular locations of, competing
restaurants. Factors such as inflation, increases in food, labor and energy
costs and the availability of an adequate number of hourly-paid employees also
affect the restaurant industry. Major chains, which have substantial financial
resources and longer operating histories, dominate the restaurant industry.
There can be no assurance that consumers will regard the Company's menu items as
significantly distinguishable from competitive products, that substantially
equivalent products will not be introduced by the Company's competitors or that
the Company will be able to compete successfully in any given market.
13
<PAGE>
INCREASES IN OPERATING AND FOOD COSTS; AVAILABILITY OF SUPPLIES. An
increase in operating costs could adversely affect the profitability of the
Company. Factors such as inflation, increased utility, labor and employee
benefit costs are beyond the Company's control and may adversely affect the
restaurant industry in general and the Company's restaurants in particular. In
connection with any further expansion of the Company, of which there can be no
assurance, the Company's general and administrative costs likely would increase
as a percentage of revenues as the Company adds administrative staff, systems,
and other infrastructure to support these costs. A majority of the Company's
revenues and food costs are derived from the sale and purchase of chicken. The
cost of fresh chicken fluctuates from time to time depending on a variety of
factors beyond the control of the Company, such as weather conditions and
seasonal demand. There can be no assurance that fluctuations in the cost of
chicken or the price of other supplies will not adversely affect the Company's
results of operations. In addition, the Company is dependent on daily deliveries
of food supplies, such as chicken, produce, baked goods and other products and
any delays or stoppages in such deliveries, as a result of, among other things,
labor unrest or adverse weather conditions, could subject the Company's
restaurants to shortages or interruptions which could materially adversely
affect the Company.
LIMITED MENU; UNCERTAINTY OF MARKET ACCEPTANCE. The Company's Popeye's
restaurants menu is comprised primarily of fried chicken and accompanying side
dishes. Achieving consumer awareness and market acceptance of the Company's
concepts, particularly as the Company seeks to open and expand into new markets,
will require substantial effort and expenditures by the Company. A general
decline in the sale of chicken products due to industry trends, change in
consumer preferences, increased prices or other reasons would adversely impact
the Company.
The Company's future expansion plans are based upon Management's belief
that the Popeye's concept will have significant market appeal in the markets in
which the Company expects to enter. In the event the anticipated consumer
acceptance of the Popeye's concept in these markets is not realized, the Company
would be subject to a material adverse effect.
CERTAIN FACTORS AFFECTING THE QUICK-SERVICE RESTAURANT INDUSTRY.
The Company is required to respond to various consumer preferences,
tastes and eating habits; demographic trends and traffic patterns; increases in
food and labor costs; and national, regional and local economic conditions. In
the past, several quick-service restaurant companies have experienced flat
growth rates and declines in average sales per restaurant, in response to which
certain of such companies have adopted "discount-pricing" strategies. Such
strategies could have the effect of drawing customers away from companies that
do not engage in discount pricing and could also negatively impact the operating
margins of competitors that do attempt to match competitors' price reductions
Continuing or sustained price discounting in the fast food industry could have
an adverse effect on the Company.
The Company's profits are dependent on discretionary spending by
consumers, particularly by consumers living in the communities in which the
Company's restaurants are located. Currently, the Company has locations in
Florida, Alabama and Louisiana. A significant weakening in any of the local
economies in which the Company operates may cause the residents of such
communities to curtail discretionary spending which, in turn, could materially
affect the profitability of the entire Company.
IMPORTANCE OF TRADEMARKS. The Company believes that its use of various
trademarks and service marks obtained pursuant to its franchisee agreements with
the Franchisor are valuable to the marketing of its restaurants. There can be no
assurance that the Company's use of such marks do not or will not violate the
proprietary rights of others, that the Company's rights to utilize such marks
will be upheld if challenged, or that the Company will not be prevented from
using the marks, any of which could have a materially adverse effect on the
Company.
14
<PAGE>
GOVERNMENT REGULATION. The restaurant business is subject to extensive
federal, state and local regulation relating to the development and operation of
restaurants, including regulations relating to building and zoning requirements,
franchising, preparation and sale of food, and laws governing the Company's
relationship with its employees, including minimum wage requirements,
unemployment taxes and sales taxes, overtime and working conditions and
citizenship requirements. The failure to obtain or retain required licenses, or
a substantial increase in the minimum wage rate, (which increases have been
proposed and are currently pending) could adversely affect the quick service
operations of the Company. The Company intends to explore the development of the
Popeye's fast-food concept in certain international markets. The restaurant
business in these markets is subject to extensive regulation relating to the
development and operation of restaurants, including regulations relating to
building requirements, preparation and sale of quick service, and laws governing
the Company's relationship with its employees. Compliance with such regulations
may result in the Company incurring significant expenses. Failure to obtain
required licenses or to comply with applicable laws and regulations in such
jurisdictions could adversely affect the operations of the Company's franchised
restaurants in such jurisdictions.
EXPANSION PLANS; CAPITAL RESOURCE REQUIREMENTS. There can be no
assurance that the Company will achieve its growth objectives or that new
restaurants will be profitable. The success of the Company's planned expansion
will be dependent upon numerous factors, many of which are beyond the Company's
control, including the identification of suitable markets, the availability and
leasing or purchase of suitable sites on acceptable terms, the hiring, training
and retention of qualified management and other restaurant personnel, the
ability to obtain necessary governmental permits and approvals, the availability
of appropriate financing and general economic conditions.
DEPENDENCE ON CONCEPTS. Because the Company develops Popeye's
restaurants, a failure of the Popeye's concept to compete successfully in the
quick service restaurant industry in the areas in which the Company operates
Popeye's restaurants or in which the Company intends to develop new restaurants
or acquire existing restaurants would have a material adverse effect on the
Company.
ITEM 7. FINANCIAL STATEMENTS
See the Financial Statements of the Company, which are attached hereto.
15
<PAGE>
PART III
ITEM 8. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT
The current executive officers and directors of the Company are, as
follows:
NAME AGE POSITION
---- --- --------
Robert S. Berg 41 Chairman of the Board,
Chief Executive Officer
and Chief Financial Officer
Steven M. Wemple 48 President and Chief
Operating Officer, Director
Each director is elected to hold office until the next annual meeting
of stockholders and until his successor is elected and qualified. As of
September 30, 1999, There were no outside Directors. The following sets
forth-certain biographical information with respect to the executive officers of
the Company:
Robert S. Berg has served as Chairman of the Board and Chief Executive
Officer of the Company since April 1996. Since 1987, Mr. Berg has
served as President of Sailormen, Inc.
Steven M. Wemple has served as the President and Chief Operating
Officer of the Company and as a director since April 1996. Mr. Wemple
is in charge of all operational matters relating to the Company's
business. Since 1985, Mr. Wemple has served as Vice-President of
Sailormen ,Inc.
There are no family relationships among any of the executive officers
or directors of the Company. With the exception of Mr. Berg, (see "Item
3. Legal Proceedings ") none of the executive officers of the Company
is subject to any legal proceedings.
16
<PAGE>
ITEM 9. EXECUTIVE COMPENSATION
Below is the aggregate annual remuneration of each of the executive
officers of the Company. In 1998, the Company's had outside directors, who were
compensated for their services and received shares of the Company's common stock
valued at $1,000 per meeting.
CASH COMPENSATION
The following table shows, for the two-year period ended September 30,
1999, cash and other compensation paid to each of the executive officers of the
Company.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
OPTION GRANTS IN LAST FISCAL YEAR
NAME AND OTHER ANNUAL OPTIONS/
PRINCIPAL POSITION PERIOD SALARY BONUS COMPENSATION AWARDS SAR'S(#) LTIP
- ------------------ ------ ------ ----- ------------ ------ -------- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Robert S. Berg 1999 $328,580 $ 0 $4,165(1) $0 $0 $0
Chairman of the Board 1998 $233,451 $ 0 $4,187(1) $0 $0 $0
Chief Executive Officer
Chief Financial Officer
Steve M. Wemple 1999 $298,863 $ 0 $4,316(2) $0 $0 $0
President and Chief 1998 $203,265 $ 0 $4,337(2) $0 $0 $0
Operating Officer,
Director
(1) Represents premiums for health insurance.
(2) Represents premiums for health insurance.
</TABLE>
17
<PAGE>
ITEM 10. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth-certain information regarding beneficial
ownership of the Company's Common Stock as of September 30, 1999 (a) by each
person known to the Company to own beneficially more than 5% of any class of the
Company's securities and (b) by each of the Company's officers and directors and
by all officers and directors of the Company as a group. As of September
30,1999, there were 5,717,484 shares of Common Stock of the Company issued and
outstanding. The address of each of the individuals described below is 9400 S.
Dadeland Boulevard, Suite 720, Miami, Florida 33156.
NAME AND ADDRESS SHARES OF RECORD AND PERCENT
OF OWNER BENEFICIALLY OWNED OF CLASS
- -------- ------------------ --------
Robert S. Berg 1,674,583 29.3%
Chairman of the Board,
Chief Executive Officer,
Chief Financial Officer
Steven M. Wemple 919,584 16.1%
President and Chief Operating
Officer, Director
Andrew J. Nichols 542,500 9.5%
Kenneth Cramer 388,000 6.8%
All Officers and Directors
as a Group (2 persons) 2,594,167 45.4%
========= ======
ITEM 11. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Messrs. Berg and Wemple jointly own all of Elk River Aviation Inc.("Elk
River"), a charter aircraft company whose sole business is the leasing of the
airplane described in this section. In Fiscal Years 1999 and 1998, the Company
paid $440,000 and $453,000 respectively, to Elk River for its services. In
September 1997, the Company signed a twelve-month lease agreement providing for
the Company's exclusive use of Elk River's sole aircraft at a monthly rental of
approximately $33,000 plus operating costs including insurance, repairs,
maintenance and pilot costs. Upon signing the lease the Company gave Elk River a
refundable security deposit of approximately $160,000. The Company believes that
the lease of the aircraft is important to the Company in order to permit
management to effectively supervise the operations of its restaurants which are
located in four states, as well as in connection with the efforts of the Company
to analyze potential future restaurant locations. As of October 1,1998, the
company had a new agreement with Elk River. The Company was charged the rate of
a flat $1,100 per hour of usage, on an as needed basis. Subsequently, the lease
rate was adjusted to $1,500 per hour in June 1999. The Company is not
responsible for any other operating expenses of the plane.
In 1998, The Company leased equipment from First Southern Financial
Corporation, a Florida corporation controlled by Messrs. Berg and Wemple. The
Company paid First Southern Financial Corporation, the sum of approximately $900
per month for the equipment. In association with the refinancing of its debt,
the Company purchased all leased equipment from First Southern Financial
Corporation and terminated all its leases.
18
<PAGE>
ITEM 12. EXHIBITS AND REPORTS ON FORM 8-K
The following list describes the exhibits filed as part of this Form
10-KSB
EXHIBIT NUMBER
3.1 Articles of Incorporation of Sobik's Subs, Inc. dated May 13,
1994 (1)
3.2 By-Laws of Sobiik's Subs, Inc. dated May 13,1994 (1)
4.1 Specimen of Common Stock Certificate (2)
9.1 Shareholders Voting Agreement dated April 17,1996 (1)
10.1 Form of Company Franchise Agreement , including the Addendum
to Franchise Agreement. (1)
10.2 Trademark Licensing Agreement dated March 1, 1993 (1)
10.3 Franchise Agreement between SBK Franchise Systems. Inc and
Sailormen, Inc dated March 2, 1995 (1)
10.4 Exclusive Trademark Licensing Agreements between Sobik's,
Sandwich Shops, Inc, and SBK Franchise Systems, Inc. dated March
1, 1993
10.5 Agreement and Plan of Reorganization between Sobik's Subs,
Inc. and Sailormen, Inc dated January 22, 1996. (1).
10.6 List of Sobik's Subs Franchisees. (1)
10.7 Exchange Agreement between FD Chemicals, Inc. and SBK
Franchise Systems, Inc. dated June 19, 1995. (1)
10.8 Agreement between Robert S. Berg, Steven M. Wemple, James S.
Byrd, Norman Kaufman and Sobik's Subs, Inc dated June 25, 1996.
(1)
21.1 Subsidiaries of Sobik's Subs, Inc (1)
27.1 Financial Data Schedule
-------------------------------------------------------
(1) Incorporated herein by reference to Form 10-KBS under the
Securities Exchange Act of 1934 filed with the Commission in July 1996,
file number 000-21093
19
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, on this 30 day
of November 30, 1999, thereunto duly authorized.
INTERFOODS OF AMERICA, INC.
(Registrant)
STEVEN WEMPLE
By: STEVEN WEMPLE
Steven Wemple, President
In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the Registrant and the capacities on the
dates indicated:
SIGNATURE TITLE DATE
ROBERT S. BERG Director, Chairman of the Board 11/30/99
Chief Executive Officer
STEVEN M. WEMPLE Director, President, Chief Operating 11/30/99
Officer, Secretary and Treasurer
20
<PAGE>
INTERFOODS OF AMERICA, INC. AND SUBSIDIARIES
TABLE OF CONTENTS
PAGE
----
Report of Independent Certified Public Accountants F-2
Consolidated Financial Statements:
Consolidated Balance Sheets F-3 - F-4
Consolidated Statements of Operations F-5
Consolidated Statements of Stockholders' Equity F-6
Consolidated Statements of Cash Flows F-7 - F-8
Notes to Consolidated Financial Statements F-9 - F-20
F-1
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Shareholders and Board of Directors of
Interfoods of America, Inc.:
We have audited the accompanying consolidated balance sheets of Interfoods of
America, Inc. (a Nevada corporation) and subsidiaries as of September 30, 1999
and 1998, and the related consolidated statements of operations, stockholders'
equity and cash flows for each of the two years in the period ended September
30, 1999. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Interfoods of
America, Inc. and subsidiaries as of September 30, 1999 and 1998 and the results
of their operations and their cash flows for each of the two years in the period
ended September 30, 1999, in conformity with generally accepted accounting
principles.
ARTHUR ANDERSEN LLP
Miami, Florida,
November 9, 1999.
F-2
<PAGE>
<TABLE>
<CAPTION>
INTERFOODS OF AMERICA, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 1999 AND 1998
ASSETS 1999 1998
------ ----------- -----------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 367,910 $ 1,523,915
Accounts receivable 17,198 42,118
Inventories 278,169 120,396
Prepaid expenses 70,193 48,544
Deferred taxes -- 50,805
----------- -----------
Total current assets 733,470 1,785,778
----------- -----------
Property and equipment, net 11,303,129 6,077,343
----------- -----------
Other assets:
Deposits 342,832 272,012
Goodwill, less accumulated amortization of
$285,682 and $152,824 in 1999 and 1998,respectively 6,998,611 2,442,527
Other intangible assets, less accumulated
amortization of $220,247 and $196,610 in
1999 and 1998,respectively 427,119 171,266
Investment in JRECK 217,191 400,000
Debt issuance costs 310,590 101,117
Other assets 55,000 107,500
----------- -----------
Total other assets 8,351,343 3,494,422
----------- -----------
Total assets $20,387,942 $11,357,543
=========== ===========
</TABLE>
(Continued)
F-3
<PAGE>
<TABLE>
<CAPTION>
INTERFOODS OF AMERICA, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 1999 AND 1998
(Continued)
1999 1998
------------ ------------
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C> <C>
Current liabilities:
Accounts payable and accrued expenses $ 3,149,618 $ 2,665,805
Current portion of long-term debt 794,923 390,399
Current portion of deferred income on
sale-leaseback transactions 45,248 41,894
------------ ------------
Total current liabilities 3,989,789 3,098,098
Long-term debt, net of current portion 12,043,867 3,712,697
Deferred taxes 79,565 --
Deferred income on sale-leaseback transactions,
net of current portion 753,665 795,993
------------ ------------
Total liabilities 16,866,886 7,606,788
------------ ------------
Mandatorily redeemable preferred stock:
Restricted Class A stock, nonvoting, 6% annual dividend,
228,640 shares authorized, 0 shares and 28,580 shares issued
and outstanding in 1999 and 1998 -- 50,000
------------ ------------
Restricted Class B stock, nonvoting, 430,000 shares
authorized, 285,000 and 345,000 shares issued and
outstanding in 1999 and 1998 285,000 345,000
------------ ------------
Commitments and contingencies (Note 10)
Stockholders' equity:
Common stock, 25,000,000 shares authorized
at $.001 par value; 8,270,817 and 8,262,405
shares issued in 1999 and 1998, respectively, and
5,717,484 and 5,709,072 shares outstanding
in 1999 and 1998 8,271 8,262
Additional paid-in capital 4,349,093 4,321,727
Accumulated deficit (393,040) (245,966)
Treasury stock, at cost, 2,553,333 shares (728,268) (728,268)
------------ ------------
Total stockholders' equity 3,236,056 3,355,755
------------ ------------
Total liabilities and stockholders' equity $ 20,387,942 $ 11,357,543
============ ============
</TABLE>
The accompanying notes to consolidated financial statements
are an integral part of these consolidated balance sheets.
F-4
<PAGE>
INTERFOODS OF AMERICA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED SEPTEMBER 30, 1999 AND 1998
<TABLE>
<CAPTION>
1999 1998
------------ ------------
<S> <C> <C>
Revenues:
Restaurant sales $ 37,796,392 $ 18,302,766
Royalties and fees -- 42,214
------------ ------------
Total revenues 37,796,392 18,344,980
------------ ------------
Costs and operating expenses:
Cost of restaurant operations 31,738,872 15,442,636
General and administrative expenses 3,992,330 2,646,692
Depreciation and amortization 778,051 277,722
------------ ------------
Total costs and operating expenses 36,509,253 18,367,050
------------ ------------
Operating profit (loss) 1,287,139 (22,070)
------------ ------------
Other income (expense):
Write down of investment in JRECK/Gain on sale of subsidiary (182,809) 536,237
Interest expense (892,906) (199,448)
Other expense (227,378) (357,281)
------------ ------------
Total other expense (1,303,093) (20,492)
------------ ------------
Loss before income tax provision (15,954) (42,562)
Income tax provision (130,370) (114,095)
------------ ------------
Net loss $ (146,324) $ (156,657)
============ ============
Net loss per share - basic and diluted, less
preferred stock dividends of $750 and
$10,000, in 1999 and 1998, respectively $ (0.03) $ (0.03)
============ ============
Weighted average shares outstanding:
Basic and diluted 5,713,658 5,597,366
============ ============
</TABLE>
The accompanying notes to consolidated financial statements
are an integral part of these consolidated statements.
F-5
<PAGE>
<TABLE>
<CAPTION>
INTERFOODS OF AMERICA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED SEPTEMBER 30, 1999 AND 1998
COMMON STOCK ADDITIONAL
PAID-IN ACCUMULATED TREASURY
SHARES AMOUNT CAPITAL DEFICIT STOCK TOTAL
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
BALANCE, SEPTEMBER 30, 1997 8,079,979 $ 8,080 $ 4,197,189 $ (79,309) $ (728,268) $ 3,397,692
Net loss -- -- -- (156,657) -- (156,657)
Preferred stock - Class A dividend -- -- -- (10,000) -- (10,000)
Common stock issued in acquisition 142,857 143 99,857 -- -- 100,000
Common stock issued to employees
and board of directors 39,569 39 24,681 -- -- 24,720
----------- ----------- ----------- ----------- ----------- -----------
BALANCE, SEPTEMBER 30, 1998 8,262,405 8,262 4,321,727 (245,966) (728,268) 3,355,755
Net loss -- -- -- (146,324) -- (146,324)
Preferred stock - Class A dividend -- -- -- (750) -- (750)
Common stock issued to employees 8,412 9 27,366 -- -- 27,375
----------- ----------- ----------- ----------- ----------- -----------
BALANCE, SEPTEMBER 30, 1999 8,270,817 $ 8,271 $ 4,349,093 $ (393,040) $ (728,268) $ 3,236,056
=========== =========== =========== =========== =========== ===========
</TABLE>
The accompanying notes to consolidated financial statements
are an integral part of these consolidated statements.
F-6
<PAGE>
<TABLE>
<CAPTION>
INTERFOODS OF AMERICA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED SEPTEMBER 30, 1999 AND 1998
1999 1998
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (146,324) $ (156,657)
Adjustments to reconcile net loss to net
cash provided by operating activities-
Depreciation and amortization 778,051 277,722
Deferred income tax expense 130,370 114,095
Amortization of deferred income (38,974) (88,996)
Amortization of debt issuance costs 14,197 --
Write down of investment in JRECK/(Gain) on sale of subsidiary 182,809 (536,237)
Common stock issued to employees and board of directors 27,375 24,720
Changes in assets and liabilities:
Accounts receivable 24,920 73,624
Inventories (157,773) (4,125)
Prepaid expenses (21,649) 63,447
Deposits (70,820) 59,110
Other assets 52,500 (107,500)
Accounts payable and accrued expenses 87,610 1,433,688
------------ ------------
Net cash provided by operating activities 862,292 1,152,891
------------ ------------
Cash flows from investing activities:
Acquisition of businesses, net of cash acquired (19,718,278) (5,350,000)
Proceeds from sale/leaseback 14,430,370 5,130,000
Capital expenditures (5,022,163) (1,881,485)
Proceeds from sale of SBK -- 136,237
Proceeds from sale of equipment -- 85,000
Acquisition of other intangible assets (109,500) --
Due from affiliates -- 26,274
------------ ------------
Net cash used in investing activities (10,419,571) (1,853,974)
------------ ------------
Cash flows from financing activities:
Proceeds from long-term debt 9,076,360 3,147,262
Repayment of long-term debt (340,666) (547,397)
Redemption of Restricted Class A Preferred stock (50,000) (203,750)
Redemption of Restricted Class B Preferred stock (60,000) (60,000)
Preferred stock - Class A dividend (750) (10,000)
Debt issuance costs (223,670) (101,117)
------------ ------------
Net cash provided by financing activities 8,401,274 2,224,998
------------ ------------
Net increase (decrease) in cash and cash equivalents (1,156,005) 1,523,915
Cash and cash equivalents:
Beginning of period 1,523,915 --
End of period $ 367,910 $ 1,523,915
============ ============
</TABLE>
(Continued)
F-7
<PAGE>
<TABLE>
<CAPTION>
INTERFOODS OF AMERICA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED SEPTEMBER 30, 1999 AND 1998
(Continued)
1999 1998
------------ ------------
<S> <C> <C>
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION:
Interest paid $ 778,710 $ 188,445
============ ============
Income taxes paid $ 12,211 $ 0
============ ============
SUPPLEMENTAL DISCLOSURES OF NONCASH
INVESTING AND FINANCING ACTIVITIES:
Net assets and assumed certain liabilities of
acquired businesses-
Total assets $ 20,114,481 $ 5,500,000
Total liabilities assumed (396,203) (50,000)
Amount paid through issuance of equity 0 (100,000)
------------ ------------
Net cash paid $ 19,718,278 $ 5,350,000
============ ============
</TABLE>
The accompanying notes to consolidated financial statements
are an integral part of these consolidated statements.
F-8
<PAGE>
INTERFOODS OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1999 AND 1998
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION
The accompanying consolidated financial statements include the accounts of
Interfoods of America, Inc. ("Interfoods" or the "Company" formerly known as
Sobik's Subs, Inc.) and its wholly owned subsidiaries, SBK Franchise Systems,
Inc. ("SBK"), Sobik's Restaurant Corp. ("Restaurant"), Tropic Foods Ltd. and
Sailormen, Inc. ("Sailormen"). In September 1996, the Company changed its name
from Sobik's Subs, Inc. to Interfoods of America, Inc.
SBK was engaged in franchise sales of a system of business of producing and
merchandising distinctive specialty sandwiches, related food items and other
products, under the name "Sobik's Subs." The Company sold SBK and Restaurant in
December 1997 for consideration of $1.1 million, comprised of a $500,000
promissory note due December 4, 1998, $500,000 worth of acquirer's ("JRECK")
common stock and $100,000 cash. The $500,000 promissory note was not repaid. An
extension was negotiated with JRECK, which extended the maturity date until June
30, 1999. The Company received additional 56,857 shares of JRECK stock as an
extension fee. Accordingly, in the fourth quarter of 1998, the promissory note
was fully reserved with a corresponding reduction of the gain on sale. The
resulting net gain of $536,237 is included as a component of other income
(expense) in the accompanying 1998 consolidated statement of operations. On June
11,1999, a new agreement was reached with JRECK relating to the promissory note
and stock options. A new note for $ 200,000 was signed. The existing investment
in JRECK stock was written down to market value and the Company also received
additional 700,187 shares of JRECK stock. Management has elected to fully
reserve the $ 200,000 note. The 1999 financials statements include expenses of $
182,809 reflecting the adjustment for the impairment in the Company's investment
in JRECK, as required by SFAS 115 " Accounting for Certain Investments in Debt
and Equity Securities."
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include all highly liquid investments with an original
maturity of three months or less.
INVENTORIES
Inventories are stated at the lower of cost (first-in, first-out) or market and
consist primarily of restaurant food items.
REVENUE RECOGNITION
Restaurant sales are recognized at time of sale with delivery of product to the
customer.
F-9
<PAGE>
PROPERTY AND EQUIPMENT
Furniture and equipment acquired in exchange for restricted common stock is
recorded at the fair market value of the assets acquired. All other property and
equipment is recorded at cost. Depreciation is calculated using the
straight-line method over the following estimated useful lives:
Building 40 years
Leasehold improvements Lesser of 20 years or life of lease
Furniture and equipment 10 years
START-UP COSTS
The Company currently expenses costs relating to new restaurant start-up
activities. Such costs include training and labor costs prior to opening a new
restaurant. On April 3, 1998, the Accounting Standards Executive Committee
issued Statement of Position ("SOP") 98-5, "Reporting on the Costs of Start-Up
Activities", which requires the write-off of all previously capitalized start-up
costs. The effective date of SOP 98-5 is for fiscal years beginning after
December 15, 1998. The Company is required to adopt SOP 98-5 in Fiscal 2000. In
Fiscal 1999, the Company expensed approximately $60,000 of start-up costs. As of
September 30, 1999, the Company had no remaining capitalized start-up costs.
INTANGIBLE ASSETS
Goodwill is recorded at cost and amortized on a straight-line basis over 40
years. Other intangible assets are recorded at cost and consist of franchise
rights, which are being amortized using the straight-line method over 20 years.
The franchise agreements are for an initial term of 20 years and may be extended
for additional ten-year terms upon the payment of one-half of the
then-applicable franchise fee and the execution of a renewal franchise
agreement. The franchise agreement terms require the Company to pay royalties of
5% and advertising of 3% of gross sales on a weekly basis.
Statement of Financial Accounting Standard ("SFAS") No. 121, "Accounting for
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of"
requires that long-lived assets and certain identifiable intangibles to be held
and used or disposed of by an entity be reviewed for impairment whenever events
or changes in circumstances indicate that the carrying amount of an asset may
not be recoverable. Under such circumstances, SFAS 121 requires that long-lived
assets and certain identifiable intangibles to be held and used or disposed of
be reported at the lower of their carrying amount or fair value less cost to
sell. Accordingly, when events or circumstances indicate that long-lived assets
may be impaired, the Company estimates the asset's future cash flows expected to
result from the use of the asset and its eventual disposition. If the sum of the
expected future undiscounted cash flows is less than the carrying amount of the
asset, an impairment loss is recognized based on the excess of the carrying
amount over the fair value of the asset. The Company determined that no
impairment was present at September 30, 1999.
F-10
<PAGE>
DEBT ISSUANCE COSTS
The costs of obtaining financing are deferred and included as debt issuance
costs in the accompanying consolidated balance sheets and are amortized over the
term of the loan to which such costs relate.
INCOME TAXES
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in income in the
period that includes the enactment date.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make certain estimates and
assumptions that affect the amounts reported in the financial statements and the
accompanying notes. Actual results could differ from those estimates.
DISCLOSURES ABOUT FAIR VALUES
OF FINANCIAL STATEMENTS
The carrying amounts of cash, accounts receivable, note receivable and accounts
payable approximate fair value due to the short-term nature of these accounts.
The fair value of debt and mandatorily redeemable restricted preferred stock
approximates the carrying value of such accounts.
NET INCOME PER SHARE
Basic net income per common share is computed by dividing net income by the
weighted average number of common shares outstanding. Diluted net income per
common share assumes the maximum dilutive effect from stock options and warrants
and other potential dilutive securities. For all periods presented, basic and
diluted net income per share are the same. The Company currently does not have
any stock options or warrants outstanding.
F-11
<PAGE>
NEW ACCOUNTING PRONOUNCEMENTS
In June 1997, the Financial Accounting Standards Board ("FASB") issued SFAS No.
131, "Disclosures about Segments of an Enterprise and Related Information,"
effective for fiscal years beginning after December 15, 1997. This statement
requires that a public business enterprise report financial and descriptive
information about its reportable operating segments including, among other
things, a measure of segment profit or loss, certain specific revenue and
expense items, and segment assets. Since the Company has only one operating
segment, the adoption of SFAS No. 131 does not impact the Company.
In June 1999, FASB issued SFAS No. 137, "Accounting for Derivative Instruments
and Hedging Activities-Deferral of Effective Date of FASB Statement No. 133."
SFAS No. 137 defers for one year the effective date of SFAS No. 133, "Accounting
for Derivative Instruments and Hedging Activities." SFAS No. 133 will now apply
to all fiscal quarters of all fiscal years beginning after June 15, 2000. SFAS
No. 133 will require the Company to recognize all derivatives on the balance
sheet at fair value. Derivatives that are not hedges must be adjusted to fair
value through income. Since the Company does not hold any derivative
instruments, management believes the adoption of this Statement will not have a
material effect on the earnings and financial position of the Company.
2. ACQUISITIONS
The Company made two acquisitions in Fiscal 1999. Consideration for these
acquisitions was cash, which was generated by sale-leasebacks and long term debt
financing. The acquisitions have been accounted for using the purchase method
and, accordingly, the acquired assets and assumed liabilities, including
goodwill, have been recorded at their estimated fair values as of the date of
acquisition. The operations of the acquired businesses have been included in the
Company's consolidated statement of operations since the date of each respective
acquisition.
F-12
<PAGE>
The following table sets forth businesses acquired during 1999 and the
consideration paid:
DATE OF TOTAL
NAME OF BUSINESS ACQUISITION CONSIDERATION
(In Thousands)
TMC FOODS L.L.C. March 8,1999 $9,250
Tex Mo / San Nan Corporations March 22,1999 10,601
------
$19,851
The following table sets forth the estimated fair value of the assets acquired
for the above acquisitions (in thousands):
Assets, including cash $15,380
Goodwill 4,689
Other intangibles 178
Liabilities assumed 396
The following table sets forth the unaudited pro forma consolidated results of
operations for the years ended September 30, 1999 and 1998 giving effect to the
above acquisitions as if such acquisitions had occurred on October 1, 1998 and
1997 (in thousands, except per share data):
1999(UNAUDITED) 1998(UNAUDITED)
Revenues $46,457 $35,864
Net income 588 152
Basic and diluted earnings per share $ 0.10 $ 0.03
The above unaudited pro forma consolidated results are based upon certain
assumptions and estimates, which the Company believes are reasonable. The
unaudited pro forma consolidated results of operations may not be indicative of
the operating results that actually would have been reported had the Company
been in existence and had the acquisitions been consummated on October 1, 1998
and 1997, nor are they necessarily indicative of results which will be reported
in the future.
F-13
<PAGE>
3. PROPERTY AND EQUIPMENT
Property and equipment consist of the following at September 30:
<TABLE>
<CAPTION>
1999 1998
------------ ------------
<S> <C> <C>
Land $ 305,000 $ --
Building 397,694 --
Leasehold improvements 4,736,715 1,852,282
Furniture and equipment 6,990,436 4,060,483
Construction in progress 33,138 710,629
------------ ------------
12,462,983 6,623,394
Less - accumulated depreciation
and amortization (1,159,854) (546,051)
------------ ------------
$ 11,303,129 $ 6,077,343
============ ============
4. PREPAID EXPENSES
Prepaid expenses consist of the following at September 30:
1999 1998
------------ ------------
Insurance $ 69,113 $ 21,959
Other 1,080 26,585
------------ ------------
Total prepaid expenses $ 70,193 $ 48,544
============ ============
5 ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued expenses consist of the following at September 30:
1999 1998
------------ ------------
Accounts payable $ 1,859,161 $ 1,614,943
Accrued payroll 442,772 209,290
Accrued property taxes 332,208 155,834
Accrued payroll and sales taxes 315,008 300,788
Other 200,469 384,950
------------ ------------
Total accounts payable and
accrued expenses $ 3,149,618 $ 2,665,805
============ ============
</TABLE>
F-14
<PAGE>
6. LONG-TERM DEBT
Long-term debt consists of the following at September 30:
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Note payable to a financial institution, payable
in monthly installments of $17,996 including
fixed interest at 10.75%. The note matures in
July 2007. Secured by certain of the Company
assets. $1,132,428 $1,221,388
Notes payable to a financial institution, payable in
monthly installments totaling $26,584 including
interest at 8.68% through October 2013. Secured
By certain of the Company's assets. 2,588,482 2,671,000
Annual lines of credit with a financial institution
for borrowings of $350,000. Interest is payable
monthly at variable interest rate of 8.25% with
the principal balance due December 20, 1999,
subject to annual renewal approval by the
financial institution. Secured by substantially
all Company assets. 250,000 210,708
Notes payable to a financial institution, due in
monthly installments totaling $39,178 including
interest at 9.65% through April 2014 . Secured
by certain of the Company's assets. 3,443,943 --
Notes payable to a financial institution, due in
monthly installments totaling $46,990 including
interest at 9.50% through April 2014 . Secured
by certain of the Company's assets. 4,442,268 --
Mortgage payable to a financial institution, due in
monthly installments totaling $5,612 including
variable interest of 9.18% at September 30,1999
through December 2017. Secured by land and
building 590,836 --
</TABLE>
( Continued )
F-15
<PAGE>
LONG-TERM DEBT ( Continued )
<TABLE>
<CAPTION>
<S> <C> <C>
Equipment notes payable to a financial institution,
due in monthly installments totaling $1,673 including
interest at 10.25% through April 2006 . Secured
by certain of the Company's assets 94,980 --
Equipment notes payable to a financial institution,
due in monthly installments totaling $3,320 including
interest at 10 % through August 2006 . Secured
by certain of the Company's assets 196,680 --
Equipment notes payable to a financial institution,
due in monthly installments totaling $1,660 including
interest at 10 % through September 2006 . Secured
by certain of the Company's assets 99,173 --
------------ ------------
12,838,790 4,103,096
Less - current portion (794,923) (390,399)
------------ ------------
Long-term debt $ 12,043,867 $ 3,712,697
============ ============
</TABLE>
Annual maturities of long-term debt as of September 30, 1999 are as follows:
2000 $794,923
2001 599,956
2002 660,571
2003 727,344
2004 800,897
Thereafter 9,255,099
---------
$12,838,790
The two new notes payable from American Commercial Capital in Fiscal
1999 include certain restrictive covenants, including maintenance of certain
prescribed debt and fixed charge coverage ratios and limitation on the
incurrence of additional indebtedness without prior written consent. As of
September 30, 1999, management believes that the Company was in compliance with
the restrictive covenants.
F-16
<PAGE>
7. COMMON AND PREFERRED STOCK
On April 22, 1997, the Company purchased 1,030,000 shares of its common stock
from a former director in exchange for 430,000 shares of mandatorily redeemable
Restricted Class B preferred stock, which are redeemable monthly at a rate of
5,000 shares for $5,000 per month for 86 months. During the two years ended
September 30, 1999 and 1998, the Company redeemed 60,000 of these preferred
shares for $60,000.
During 1998, the Company issued 5,731 shares of common stock to its board of
directors. Also in 1998, the Company issued 33,838 shares of common stock to its
employees as bonuses. Compensation expense of $24,720 was recorded in connection
with this issuance.
In October 1998, the Company redeemed its Class A Preferred Stock for $50,000.
In 1999, the Company issued 8,412 shares of common stock to its employees as
bonuses. Compensation expense of $27,375 was recorded in connection with this
issuance.
8. RELATED PARTY TRANSACTIONS
On September 8, 1997, the Company entered into an aircraft lease agreement with
Elk River Aviation, Inc., an affiliate controlled by the Company's CEO and
President. The lease term was for a 12-month period beginning October 1, 1997
and was terminated on September 1, 1998. Monthly rental was $33,066, plus sales
tax and the Company was required to pay all operating costs and maintain certain
minimum insurance coverages on the aircraft. During the current year, the
Company, under a new lease, agreed to pay an amount of $1,100 per hour on an as
needed basis for usage of the airplane. Elk River was responsible for all
operating expenses such as pilot salary, insurance, fuel, and maintenance.
Subsequently, the lease rate was amended to $1,500 per hour in June 1999. The
Company incurred expenses related to the use of the airplane of approximately
$440,000 and $453,000 in 1999 and 1998, respectively. The lease and periodic use
of an aircraft requires a deposit of $160,438 which is included as a component
of deposits in the accompanying consolidated balance sheets as of September 30,
1999 and 1998.
F-17
<PAGE>
In 1998, The Company leased equipment from First Southern Financial
Corporation., a Florida corporation controlled by the Company's Chief Executive
officer and President and Chief Operating Officer. The Company paid First
Southern Financial Corporation, the sum of approximately $900 per month for the
equipment it leased. In association with the refinancing of its debt, the
Company purchased all leased equipment from First Southern Financial Corporation
and terminated all its leases.
On December 11, 1997, the Company entered into a lease agreement with a company
controlled by J. Russell Jones, a former Director of the Company, for a Popeye's
restaurant located in Baton Rouge, Louisiana. The lease was a long-term lease
with a purchase option. The Company purchased and sold, in a sale-leaseback
transaction, the restaurant's property and thereby terminated such lease.
9. INCOME TAXES
The components of the provision benefit for federal income taxes for 1999 and
1998 are as follows:
1999 1998
----------- ---------
Current $ -- $ --
Deferred (130,370) (114,095)
----------- ---------
$(130,370) $(114,095)
=========== =========
The tax effects of temporary differences that give rise to deferred tax assets
and deferred tax liabilities at September 30, 1999 and 1998 are presented below:
1999 1998
----------- ---------
Depreciation and amortization $(607,481) $(152,559)
Gain deferred for book purposes 106,916 164,715
Capital losses 98,705 --
Other (14,941) (1,956)
Net operating loss carryforward 337,236 40,605
----------- ---------
Net deferred income tax asset (liability) $ (79,565) $ 50,805
=========== =========
At September 30, 1999 and 1998, the Company had net operating loss carry
forwards available to offset future taxable income and tax liabilities of
approximately $991,870 and $ 119,400, respectively.
F-18
<PAGE>
The effective income tax benefit on pre-tax loss differed from the provision
computed at the U.S. Federal statutory rate for the following reasons:
1999 1998
---- ----
Benefit computed at Federal
statutory rate of 34% $ 5,302 $14,471
Non-deductible goodwill (37,824) (19,808)
State income taxes, net of federal benefit (4,152) --
Penalties (31,063) --
Utilization of net operating losses -- (124,295)
Other (62,633) 15,537
---------- ----------
$(130,370) $(114,095)
========== ==========
10. COMMITMENTS AND CONTINGENCIES
a. Office and Store Leases
During September 1996, under a sale-leaseback agreement, the Company sold five
owned stores (land and buildings) for $2,230,000 and leased them back under
twenty-year operating lease agreements. The transactions resulted in a total
gain of $309,741, which has been deferred and is being amortized over the
twenty-year lease terms. Proceeds from the sale were used to pay off existing
notes payable and other current liabilities. During December 1996, under a
sale-leaseback agreement, the Company sold a store for $425,000 and leased the
store back under a twenty-year operating lease. The transaction has resulted in
a gain of $100,000, which has been deferred and is being amortized over the
twenty-year lease term.
During December 1997, under a sale-leaseback agreement, the Company sold eight
owned stores (land and buildings) for approximately $3,700,000 and leased them
back under twenty-year operating lease agreements. The transactions resulted in
a gain of approximately $530,000, which is being amortized over the twenty-year
lease term. During July 1998, under a sale and leaseback agreement, the Company
sold two owned stores (land and buildings) for $1,650,000 and leased them back
under twenty-year operating lease agreements.
During March 1999, under a sale-leaseback agreement, the Company sold twenty
owned stores (land and buildings) for approximately $12,800,000 and leased them
back under twenty-year operating lease agreements. During July 1999, under a
sale and leaseback agreement, the Company sold two owned stores (land and
buildings) for $1,100,000 and leased them back under twenty-year operating lease
agreements. During August 1999, under a sale-leaseback agreement, the Company
sold one owned store (land and building) for $530,370 and leased it back under a
twenty-year operating lease agreement.
Future minimal rental commitments for operating leases over the next five years
with noncancellable terms in excess of one year as of September 30, 1999, are as
follows:
2000 $3,060,000
2001 3,033,000
2002 3,063,000
2003 3,042,000
2004 2,974,000
Thereafter 41,484,000
-----------
$56,656,000
===========
Rent expense for the years ended September 30, 1999 and 1998 was $2,525,779 and
$1,511,228, respectively.
F-19
<PAGE>
b. Litigation
In November 1997, the former chairman of the board of the Company filed suit
against the Company and the current chairman of the board and chief executive of
the Company for an injunction and damages resulting from an alleged breach of
contract by the Company. The suit alleges that the Company breached an agreement
to repurchase 150,000 shares of common stock at a price of approximately
$130,000. The Company believes the resolution of this matter will not materially
impact its financial position or results of operations.
11. SUBSEQUENT EVENTS
The Company entered into an asset purchase agreement to acquire thirty-seven
Popeye's restaurants. The closing of this acquisition is subject to a number of
factors including completion of due diligence. The Company anticipates closing
this transaction in the second quarter of Fiscal 2000.
F-20
<PAGE>
EXHIBIT DESCRIPTION
- ------- -----------
27.1 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> SEP-30-1999
<PERIOD-START> OCT-01-1998
<PERIOD-END> SEP-30-1999
<CASH> 367,910
<SECURITIES> 0
<RECEIVABLES> 17,198
<ALLOWANCES> 0
<INVENTORY> 278,169
<CURRENT-ASSETS> 733,470
<PP&E> 11,303,129
<DEPRECIATION> 778,051
<TOTAL-ASSETS> 20,387,942
<CURRENT-LIABILITIES> 3,989,789
<BONDS> 0
285,000
0
<COMMON> 4,357,364
<OTHER-SE> (1,121,308)
<TOTAL-LIABILITY-AND-EQUITY> 20,387,942
<SALES> 37,796,392
<TOTAL-REVENUES> 37,796,392
<CGS> 31,738,872
<TOTAL-COSTS> 36,509,253
<OTHER-EXPENSES> (410,187)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (892,906)
<INCOME-PRETAX> (15,954)
<INCOME-TAX> (130,370)
<INCOME-CONTINUING> (146,324)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (146,324)
<EPS-BASIC> (0.03)
<EPS-DILUTED> (0.03)
</TABLE>
