CHAMPPS ENTERTAINMENT INC/ MA
10-Q, 2000-11-15
EATING & DRINKING PLACES
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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C.
                                    FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
ACT OF 1934.

For the quarterly period ended October 1, 2000

                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934.

For the transition period from __________ to __________

Commission file number 0-22639

                           CHAMPPS ENTERTAINMENT, INC.
             (Exact name of registrant as specified in its charter)

Delaware                                                              04-3370491
(State or other jurisdiction of                                 (I.R.S. Employer
incorporation or organization)                               Identification No.)

5619 DTC Parkway, Suite 1000, Englewood, Colorado                          80111
(Address of principal executive offices)                              (Zip Code)

                                 (303) 804-1333
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes X No __

Indicate by check mark if disclosure of delinquent filers,  pursuant to Item 405
of Resolution S-K is not contained herein, and will not be contained to the best
of the registrant's  knowledge,  in definitive  proxy or information  statements
incorporated by reference in Part III of the Form 10-K: |_|

Number of shares of Common  Stock,  $.01 par value,  outstanding  at November 6,
2000: 11,871,527.

<PAGE>


PART I - FINANCIAL INFORMATION

ITEM 1. Financial Statements

                           CHAMPPS ENTERTAINMENT, INC.
                           CONSOLIDATED BALANCE SHEETS
                             (Dollars in thousands)
                                   (Unaudited)

                                                      October 1,      July 2,
                                                         2000           2000
                                                     -------------   -----------
ASSETS:
Current assets:
   Cash and cash equivalents                              $ 6,068      $  4,373
   Restricted cash, current                                   445           437
   Accounts receivable, net                                 1,846         1,512
   Inventories                                              1,935         2,022
   Prepaid expenses and other current assets, net           1,381         1,320
   Net assets held for sale                                   -             452
                                                     -------------   -----------
     Total current assets                                  11,675        10,116

Property and equipment, net                                52,545        52,555
Goodwill                                                    3,777         3,825
Other assets, net                                           1,122           597
                                                     -------------   -----------
   Total assets                                          $ 69,119      $ 67,093
                                                     =============   ===========

LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities:
   Accounts payable                                      $  4,520      $  4,507
   Accrued expenses                                         8,066         7,520
   Current portion of capital lease obligation              1,461         1,873
   Current portion of note payable                            538           657
                                                     -------------   -----------
     Total current liabilities                             14,585        14,557
Capital lease obligation, net of current portion            1,966         2,191
Note payable, net of current portion                       14,999        14,603
Other long-term liabilities                                 5,300         5,620
                                                     -------------   -----------
     Total liabilities                                     36,850        36,971
                                                     -------------   -----------

Commitments and contingencies (Note 3 and 5)

Stockholders' equity:
   Common stock ($.01 par value per share;
     authorized  30,000 shares and 11,860
     and 11,659 issued and outstanding at
     October 1, 2000 and July 2, 2000, respectively)          118           117
   Additional paid-in capital                              79,837        79,389
   Accumulated deficit                                    (47,686)      (49,384)
                                                     -------------   -----------
     Total stockholders' equity                            32,269        30,122
                                                     -------------   -----------
      Total liabilities and stockholders' equity         $ 69,119      $ 67,093
                                                     =============   ===========


            See notes to unaudited consolidated financial statements.


<PAGE>


                           CHAMPPS ENTERTAINMENT, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
       Three Months Ended October 1, 2000 and October 3, 1999 (Dollars in
                        thousands, except per share data)

                                   (Unaudited)

                                                            Three Months Ended
                                                         -----------------------
                                                         October 1,  October 3,
                                                           2000         1999
                                                         ----------  -----------
Revenues:
   Sales                                                  $ 32,910     $ 25,489
   Franchising and royalty, net                                173          183
                                                         ----------  -----------
   Total revenues                                           33,083       25,672
                                                         ----------  -----------

Costs and expenses:
Restaurant operating expenses:
   Product costs                                             9,521        7,517
   Labor costs                                              10,633        8,697
   Other operating expenses                                  4,802        4,064
   Occupancy                                                 2,637        2,298
   Preopening                                                  243          711
   Depreciation and amortization                             1,388        1,081
                                                         ----------  -----------
     Total restaurant operating expenses                    29,224       24,368
General and administrative expenses                          1,759        1,798
Exit and other costs                                             -          460
                                                         ----------  -----------
Total costs and expenses                                    30,983       26,626
                                                         ----------  -----------
Income (loss) from operations                                2,100         (954)
Other expense, net                                             312          167
                                                         ----------  -----------
   Net income (loss) before taxes                            1,788       (1,121)
Provision for Income Taxes                                      90            -
                                                         ----------  -----------
     Net income (loss) after taxes                        $  1,698    $  (1,121)
                                                         ==========  ===========

Basic income (loss) per share:                            $   0.15    $   (0.10)
                                                         ==========  ===========

Diluted income (loss) per share:                          $   0.14    $   (0.10)
                                                         ==========  ===========

Basic weighted average shares outstanding                   11,681       11,651

Diluted weighted average shares outstanding                 11,981       11,651


            See notes to unaudited consolidated financial statements.


<PAGE>


                           CHAMPPS ENTERTAINMENT, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
             Three Months Ended October 1, 2000 and October 3, 1999
                             (Dollars in thousands)
                                   (Unaudited)

                                                           October 1, October 3,
                                                              2000       1999
                                                          ---------  ----------
Cash flows from operating activities:

Net income (loss)                                          $  1,698    $ (1,121)
Adjustments to reconcile net income (loss) to net
   cash provided by operating activities:
     Depreciation and amortization                            1,528       1,153
     Gain on sale of asset held for sale                        (72)          -
     Loss on disposal of property and equipment                   4           -
     Impairment, exit costs and other charges                     -         460
Changes in assets and liabilities, net of dispositions:

   Restricted cash balances                                      (8)        205
   Changes in current assets and liabilities, net               251        (802)
   Changes in other long-term assets and liabilities, net      (499)      1,510
                                                           ---------  ----------
     Net cash provided by operating activities                2,902       1,405
                                                           ---------  ----------

Cash flows from investing activities:

Purchase of property and equipment                           (1,474)     (4,915)
Net proceeds from net assets held for sale                      524         768
                                                           ---------  ----------
   Net cash used in investing activities                       (950)     (4,147)
                                                           ---------  ----------

Cash flows from financing activities:

Proceeds from issuance of common stock                          103          14
Repayment of debt                                              (860)       (536)
Proceeds from tenant improvement note payable                   500
                                                           ---------  ----------
   Net cash used in financing activities                       (257)       (522)
                                                           ---------  ----------

Net increase (decrease) in cash and cash equivalents          1,695      (3,264)

Cash and cash equivalents, beginning of period                4,373       7,242
                                                           ---------  ----------
Cash and cash equivalents, end of period                   $  6,068    $  3,978
                                                           =========  ==========

Non-cash exercise of common stock options                  $    347    $      -
                                                           =========  ==========
   (See note 7)


            See notes to unaudited consolidated financial statements.


<PAGE>
<TABLE>
<CAPTION>


                           CHAMPPS ENTERTAINMENT, INC.
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                       Three Months Ended October 1, 2000
                             (Amounts in thousands)
                                   (Unaudited)


                                                                                               Accumulated
                                                                                   Additional     Other
                                                                      Common         Paid-in   Comprehensive   Accumulated
                                                     Shares           Stock          Capital       Loss          Deficit       Total
                                                     -------         -------         -------     -------       ----------    -------
<S>                                                    <C>             <C>             <C>         <C>             <C>         <C>

Balance, July 2, 2000                                 11,659         $   117         $79,389     $   -         $ (49,384)    $30,122

Common shares issued                                       9             -                30         -               -            30
Stock options                                            192               1             418         -               -           419
Net income                                               -               -               -           -             1,698       1,698
                                                     -------         -------         -------      -------      ----------    -------
Balance, October 1, 2000                              11,860         $   118         $79,837      $  -         $ (47,686)    $32,269
                                                     =======         =======         =======      =======      ==========    =======

</TABLE>

            See notes to unaudited consolidated financial statements.


<PAGE>


                           CHAMPPS ENTERTAINMENT, INC.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
              Three Months Ended October 1, 2000 and March 28, 1999
                    (Amounts in thousands, except share data)
                                   (Unaudited)

1. Background, Basis of Presentation and Business Activities of the Company

Background

Champps  Entertainment,  Inc. (the  "Company"),  formerly known as Unique Casual
Restaurants,  Inc.,  is a  Delaware  corporation  formed  on  May  27,  1997  in
connection with a spin-off to holders of the common stock of DAKA International,
Inc. ("DAKA International"). At inception, and continuing through November 1998,
the  Company's  principal  business  activities  were  to own  and  operate  the
restaurant  operations previously operated by various subsidiaries and divisions
of DAKA  International  prior to the  formation and the spin-off of the Company.
The  restaurant  operations  at the time of the  spin-off  included the Company,
Champps Operating  Corporation,  Fuddruckers,  Inc.  ("Fuddruckers"),  the Great
Bagel & Coffee Company ("Great Bagel & Coffee"),  Casual Dining  Ventures,  Inc.
("CDVI") and Restaurant Consulting Services, Inc. ("RCS"). On November 24, 1998,
the  Company  completed  the  sale of all of the  outstanding  common  stock  of
Fuddruckers to King Cannon, Inc. Great Bagel & Coffee and CDVI ceased operations
on June 28,  1998.  The Company  sold its  interest in RCS on May 24,  1999.  At
October 1, 2000, the Company's  principal  business  activity is to own, operate
and  franchise  Champps  Americana  casual  dining  restaurants  within a single
business segment.

Basis of Presentation of Consolidated Financial Statements

These consolidated  financial  statements do not include certain information and
footnotes  required by generally  accepted  accounting  principles  for complete
financial  statements.  However,  in the opinion of management,  all adjustments
considered  necessary  for a fair  presentation  have been included and are of a
normal,  recurring nature.  Operating results for the three months ended October
1, 2000 are not  necessarily  indicative of the results that may be expected for
the  fiscal  year  ending  July 1,  2001.  These  statements  should  be read in
conjunction with the consolidated financial statements and footnotes included in
the Company's  Annual  Report on Form 10-K for the year ended July 2, 2000.  The
accounting policies used in preparing theses consolidated  financial  statements
are consistent with those described in the Company's Annual Report on Form 10-K.

2. Significant Accounting Policies

Earnings Per Share

Basic  earnings  per share is computed by dividing  income  available  to common
stockholders by the weighted-average number of common shares outstanding for the
period.  Diluted  earnings per share reflects the potential  dilution that could
occur if  outstanding  options and  warrants  were  exercised  resulting  in the
issuance of common stock. For purposes of the income per share  calculations for
the three months ended October 1, 2000, stock options have been included for the
diluted computation. Approximately 300,000 dilutive shares have been included in
the diluted income per share computation. No adjustments were made to net income
in  computing  diluted  income per share.  For  purposes of the income per share
calculations  for the three months ended October 3, 1999, stock options have not
been  included for the diluted  computation  as the  inclusion of these  options
would have been anti-dilutive.


<PAGE>


Reclassifications

Certain amounts in the fiscal 2000 consolidated  financial  statements have been
reclassified to conform to the fiscal 2001 presentation.

3. Commitments and Contingencies

Fuddruckers Indemnity

In  connection  with  the sale of  Fuddruckers,  the  Company  was  required  to
establish  a $1,000  cash  escrow to be held for  payment of certain  claims for
indemnification.  Such escrow does not limit the Company's  maximum exposure for
indemnification  claims.  However,  the Company believes the risk of a claim for
indemnification  exceeding the balance of the escrowed  amount is remote.  As of
October  1,  2000,  a total of  approximately  $636 was  disbursed  for  amounts
presented  to the Company by King Cannon for  indemnification.  Certain of these
amounts are currently being disputed.  The  undistributed  amount is reported as
part of the restricted cash balance and classified as a current asset.

Restricted Cash

In  connection  with the sale of  certain  predecessor  companies,  the  Company
deposited approximately $2,500 to escrow agents to be held pending resolution of
certain contingent obligations discussed further below. At October 1, 2000, $409
continues to be held in escrow and is reported as restricted  cash.  This amount
includes funds held in connection  with the sale of  Fuddruckers  for payment of
certain  claims for  indemnification.  The Company also has an additional $36 in
restricted  cash serving as  collateral  for a letter of credit  relative to the
construction of the restaurant located in the Village of Lombard, Illinois.

Litigation

The Company  assumed certain  contingent  liabilities of DAKA  International  in
connection  with the  spin-off and assumed  certain  contingent  liabilities  of
Fuddruckers for periods prior to its sale to King Cannon.  The Company is also a
party to various  lawsuits  arising in the ordinary course of its business.  The
Company  believes  and based  upon  consultation  with legal  counsel,  that the
ultimate  collective  outcome of these matters will not have a material  adverse
effect on the Company's consolidated financial condition,  results of operations
or cash flows.

In the third  quarter of fiscal 2000, a  Washington,  D.C.  superior  court jury
awarded a former Daka, Inc. (a former subsidiary of DAKA International,  "Daka")
employee $187 in  compensatory  damages and $4,813 in punitive  damages based on
the employee's  claim of negligent  supervision  and  retaliation due to alleged
conduct that occurred in 1996 at a former Daka food service location. While Daka
was formerly a subsidiary of DAKA  International and while DAKA International is
now a subsidiary of Compass  Group,  PLC.,  the events at issue in the case took
place  while a  predecessor  company of Champps  owned  DAKA  International.  On
September 20, 2000,  Daka filed a Notice of Appeal with the Court of Appeals for
the  District  of  Columbia.  The  Company  may be liable for the payment of any
amounts ultimately due by Daka upon final determination of the case. The Company
has not accrued any amounts related to the punitive damages in this matter.  Any
such amounts will be reported in the period that payment becomes probable. Based
upon its  analysis,  and the advice of counsel,  the Company  believes  that the
ultimate  outcome of this matter will not have a material  adverse effect on the
Company's financial position or results of operations.

4. Exit and Other Costs

In the first quarter of fiscal 2000, the Company  recorded  additional  exit and
other costs of $460 related to severance and other expenses  associated with the
consolidation,  relocation of the headquarters to Englewood,  Colorado and early
termination of its headquarters' lease in Danvers,  Massachusetts. As of October
1, 2000, the Company had utilized $1,576 for employee severance,  relocation and
lease related expenses.

<PAGE>

5. Reserve Disclosure

The Company had previously recorded  liabilities  associated with the activities
of certain  predecessor  companies  which were either  spun-off or sold to other
entities.  In addition,  the Company  previously  recorded exit costs associated
with the Company's relocation to Denver,  Colorado. The following table displays
the  activity  and balances  relating to these  reserves  during the three month
period ended October 1, 2001:

<TABLE>
<CAPTION>

                                                               Champps          Predecessor          Assets Held            Total
                                                             Obligations        Obligations           for Sale             Reserves
                                                            ------------       ------------          ------------         ----------
<S>                                                               <C>                 <C>                 <C>                 <C>
Balance at July 2, 2000                                         $   838             $ 4,352             $   450             $ 5,640

Expense (income) recognition                                        326                 -                   (72)                254
Deductions                                                         (560)               (302)               (378)             (1,240)
Revision to estimate                                                -                   -                   -                   -
                                                                -------             -------             -------             -------


Balance at October 1, 2000                                      $   604             $ 4,050                 $ -             $ 4,654
                                                                =======             =======             =======             =======

</TABLE>

The reserves are  incorporated  into the balances for accrued expenses and other
long-term liabilities.

6. Statements of Cash Flows

General and administrative  expenses include  depreciation  expense on corporate
assets of $92 and $70 in the three months  ended  October 1, 2000 and October 3,
1999 respectively. General and administrative expenses also include amortization
expense of $48 and $2 for the three months ended  October 1, 2000 and October 3,
1999 respectively.

7. Stock Option Plan

During the three months ended October 1, 2000,  the Company  granted  options to
employees to acquire approximately 184,750 shares of common stock at an exercise
price of $5.75 per  share.  Since the  grant  price was in excess of the  market
price at the time of the grant,  the Company has not recorded  any  compensation
expense  related  to the  grants  in  the  accompanying  consolidated  financial
statements.

On September 28, 2000,  the  Compensation  Committee of the  Company's  Board of
Directors  amended  certain  terms of employment  of William H.  Baumhauer,  the
Company's Chairman, President and CEO, including the extension of his employment
contract  through June 30, 2003 and the extension of the expiration  date of his
remaining  options to purchase  1,009,000  shares of the Company's  common stock
from June 30, 2001 to June 30, 2003.  Of the options  extended,  750,000 have an
exercise  price of $4.00.  Though  this  price was in excess of the fair  market
value of the  Company's  common  stock on the date of  original  grant  (July 1,
1999),  it was below the fair market value of the Company's  common stock on the
date the options were extended  ($4.625).  The vesting date of these options was
extended  from  December  24, 2000 to December 24, 2001 in  connection  with the
options'  extension.  As a result of these  changes to the options'  terms,  the
Company will recognize  compensation  expense of $468 during the period from the
date of  extension  through  the  new  vesting  date.  On that  same  date,  Mr.
Baumhauer,  exercised options to purchase 178,000 shares of the Company's common
stock at an average price of $1.95 per share.  The  Compensation  Committee also
approved a secured loan of approximately $550 by the Company to Mr. Baumhauer to
fund the exercise price of the options and the income tax liability  incurred by
him upon such  exercise,  which is based on the  difference  between  the option
exercise price and the value of the shares on the date of exercise.  The loan is
secured by the stock  acquired  upon the  exercise  of the options and is a full
recourse personal  liability of Mr. Baumhauer.  The loan accrues interest at the
rate of 9% per annum, payable at maturity on September 30, 2003.

<PAGE>

ITEM 2.  Management's  Discussion  and  Analysis  of Results of  Operations  and
Financial Condition

Forward-Looking Statements

The matters discussed in the following  Management's  Discussion and Analysis of
Results of Operations  and  Financial  Condition of the Company and elsewhere in
this Quarterly  Report on Form 10-Q, which are not historical  information,  are
forward-looking  statements  within the meaning of Section 27A of the Securities
Act and Section 21E of the Exchange Act. Words such as "believe,"  "anticipate,"
"estimate," "project," "plan," "expect," and similar expressions are intended to
identify  forward-looking  statements.  Readers are cautioned not to place undue
reliance  on these  forward-looking  statements,  which  speak  only as of their
respective dates.  Forward-looking  statements  involve risks and uncertainties,
many of which are  beyond  the  Company's  control.  Should one or more of these
risks or uncertainties materialize,  or should any of the underlying assumptions
prove  incorrect,  actual  results of current  and  future  operations  may vary
materially from those  anticipated,  estimated or projected.  In addition to the
factors  set forth in the  Company's  Annual  Report on Form 10-K for the fiscal
year ended July 2, 2000, factors that may cause such a difference include, among
others,  the following:  competition  among restaurant  companies for attractive
sites and unforeseen  events which increase the cost to develop and/or delay the
development  and  opening  of new  restaurants;  the  availability  and terms of
financing  for the  Company  and any changes to that  financing;  the  Company's
ability to manage, within acceptable parameters,  contingencies  associated with
its former businesses including Fuddruckers and its former foodservice and Great
Bagel & Coffee  businesses;  the  effectiveness of initiatives to lower selling,
general and  administrative  expenses and to improve  operations within Champps,
and the Company's ability to open new restaurants consistent with its plans; the
Company's  ability to resolve  its current  litigation  actions  favorably;  the
issuance  and renewal of licenses  and permits for  restaurant  development  and
operations, including the sale of alcoholic beverages.

                              RESULTS OF OPERATIONS

Overview

The Company reported net income of $1,698 for the quarter ended October 1, 2000,
compared  with a net loss of  $1,121,  for the  comparable  quarter  last  year.
Included in the net loss for the  quarter  ended  October 3, 1999,  were $460 of
additional exit and other costs associated with the consolidation and relocation
of the Company's corporate offices to Englewood, Colorado.

Fiscal year 2000 was a  fifty-three  week year.  Accordingly,  the quarter ended
October 1, 2000 contains 13 weeks of operating  results  compared to 14 weeks of
operating results for the first quarter of fiscal 2000.


<PAGE>


Operations

The following table sets forth,  for the periods  presented,  certain  financial
information for the Company.

<TABLE>
<CAPTION>

                                                                         Three Months Ended
                                                                   ------------------------------
                                                                     October 1,       October 3,
                                                                       2000             1999
                                                                   -------------    -------------

<S>                                                                     <C>              <C>
 Restaurant Sales                                                    $  32,910        $  25,489
                                                                   =============    =============

Sales from Champps restaurants                                           100.0%           100.0%

    Product costs                                                        (28.9%)          (29.5%)
    Labor costs                                                          (32.3%)          (34.1%)
    Operating expenses                                                   (14.6%)          (15.9%)
    Occupancy                                                             (8.0%)           (9.0%)
    Preopening                                                             (.7%)           (2.8%)
    Depreciation and amortization                                         (4.3%)           (4.3%)
                                                                   -------------    -------------
      Restaurant contribution                                             11.2%             4.4%
                                                                   =============    =============

Restaurant contribution                                              $   3,686        $   1,121
Franchising and royalty income                                             173              183
                                                                   -------------    -------------
    Restaurant, franchising and royalty contribution                     3,859            1,304

General and administrative expenses                                      1,759            1,798
                                                                   -------------    -------------

Income (loss) from restaurant and franchising
    operations                                                       $   2,100        $    (494)
                                                                   =============    =============

Number of restaurants (end of period)
    Company-owned                                                           25               17
    Franchised                                                              13               12
                                                                   -------------    -------------
      Total restaurants                                                     38               29
                                                                   =============    =============

</TABLE>

Sales in Company-owned  restaurants  increased  $7,421, or 29.1%, to $32,910 for
the quarter  ended  October 1, 2000  compared with $25,489 for the quarter ended
October  3,  1999.  This  increase   results  from  the  opening  of  additional
restaurants between periods and an increase in same store sales of 1.8%.

Restaurant contribution as a percentage of sales improved 6.8% to 11.2% of sales
for the  quarter as  compared to a year ago.  This  improvement  was a result of
operating  efficiencies  realized  during the quarter and in improved  operating
margins in all areas. Restaurant contribution increased $2,565 or 228.8% for the
quarter as compared  to a year ago.  This  improvement  results  from  increased
restaurant  contribution  margins and increased revenues compared to the quarter
of a year ago.

Restaurant  franchising and royalty  contribution  decreased $10 for the quarter
ended October 1, 2000 as compared  with the  comparable  period last year.  This
decrease results from the acquisition by the Company of two formerly  franchised
restaurants located in Eden Prairie and Minnetonka, Minnesota and the subsequent
loss of franchise income from these restaurants.

General and  administrative  expenses  decreased $39, or 2.2%, to $1,759 for the
quarter ended October 1, 2000 compared with $1,798 for the quarter ended October
3, 1999. This decrease  results from a lower overhead cost structure  associated
with the Company's relocation to Englewood, Colorado.

<PAGE>

                        FINANCIAL CONDITION AND LIQUIDITY

The working  capital needs of companies  engaged in the restaurant  industry are
generally  low as sales are made for cash,  and  purchases of food and supplies,
and other  operating  expenses  are  generally  paid  within 30 to 60 days after
receipt of invoices.  Funding for  expansion  during fiscal year 2001 and fiscal
year 2000 was generally provided through available cash balances,  proceeds from
sale-leaseback facilities, mortgage financing and tenant improvement allowances.
Capital   expenditures  were  $1,474  and  $4,915  for  continuing   operations,
respectively,  for the three months  ended  October 1, 2000 and October 3, 1999,
respectively.

As of October 1, 2000,  the Company's  unrestricted  cash balance was $6,068 and
the  restricted  cash  balance was $445.  The Company  anticipates  that it will
generate  positive cash flows from  operations  for the remainder of fiscal year
2001;  however,  there are also  significant  capital  expenditures  anticipated
during the balance of fiscal year 2001. Capital  expenditures for the balance of
fiscal year 2001 are  anticipated  to be  approximately  $12,526,  which will be
incurred  primarily for the  construction of new restaurants and for upgrades to
existing restaurants.

For the three months ended October 1, 2000, the Company had generated cash flows
from operating  activities of $2,902.  During the same period,  the Company used
net cash in financing  activities  of $257.  This amount  primarily  consists of
funds received from a tenant improvement note payable of $500, and the repayment
of debt of $860.  The Company  used $950 in  investing  activities  for the same
period. This amount primarily consists of the purchase of property and equipment
of $1,474  for the one  Champps  restaurant  opened  during  the  period and for
improvements and remodeling to existing restaurants, less $524 received from the
sale of a former Fuddrucker's restaurant location.

The  Company  has a  commitment  from  CAPTEC  Financial  Group  for  $3,074  to
consummate  a  sale-leaseback  transaction  with  respect to the  Company's  Las
Colinas,  Texas, Champps Americana  restaurant.  The Company expects to complete
this transaction in November 2000.

The Company also anticipates that there will be cash payments for the balance of
fiscal year 2001 associated with liabilities  previously recorded and related to
the sale of  predecessor  companies.  These  liabilities  consist  of prior year
insurance  claims,  tax audits and legal  settlements.  These  expenditures  are
estimated to range  between  $1,500 and $2,500 during the balance of fiscal year
2001.

Inflation  and changing  prices have had no  measurable  impact on net sales and
revenue or income from continuing operations during the last three fiscal years.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

The market risk exposure  inherent in the Company's  financial  instruments  and
consolidated  financial  position  represents the potential  losses arising from
adverse changes in interest rates.  The Company is exposed to such interest rate
risk primarily in its  significant  investment in cash and cash  equivalents and
the use of fixed and variable rate debt to fund its acquisitions of property and
equipment  in past  years  and the  implicit  investment  rate in the  Company's
sale-leaseback arrangements.

Market risk for cash and cash equivalents and fixed rate borrowings is estimated
as the potential change in the fair value of the assets or obligations resulting
from a hypothetical  ten percent adverse change in interest  rates,  which would
not have been  significant  to the  Company's  financial  position or results of
operations during the first quarter of fiscal year 2001. The effect of a similar
hypothetical  change in interest  rates on the Company's  variable rate debt and
the investment rates implicit in the Company's sale-leaseback  arrangements also
would  have been  insignificant  due to the  immaterial  amounts  of  borrowings
outstanding under the Company's credit arrangements.


<PAGE>


                           PART II - OTHER INFORMATION

Item 1: Legal Proceedings.

      See Litigation in "Notes to Unaudited Consolidated Financial Statements."

Item 2: Changes in Securities and Use of Proceeds.

      Not Applicable

Item 3: Defaults upon Senior Securities.

      Not Applicable

Item 4: Submission of Matters to a Vote of Security Holders.

      No matters were submitted to a vote of the security holders.

Item 6: Exhibits and Reports on Form 8-K

(a) Exhibits

      Not applicable

(b) Reports on Form 8-K

      On June 29, 2000, the Company acquired two Champps Americana  restaurants,
      one located in Eden  Prairie,  Minnesota,  and one located in  Minnetonka,
      Minnesota,  from existing fra nchisees for  $11,350,000  in the aggregate.
      The acquisitions were financed in part with the proceeds from two loans in
      the aggregated amount of $9,500,000 provided by FINOVA Capital Corporation
      secured in part by the acquired assets.

                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.

                                          CHAMPPS ENTERTAINMENT, INC.
                                          (Registrant)

                                          By:  /s/William H. Baumhauer
                                          William H. Baumhauer
                                          Chairman of the Board, President and
                                          Chief Executive Officer

                                          By:  /s/ Frederick J. Dreibholz
                                          Frederick J. Dreibholz
                                          Chief Financial Officer and Treasurer
                                          (Principal Financial and
                                          Accounting Officer)

November 13, 2000



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