<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended September 30, 2000
[_] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934
For the transition period from ______________ to _________________
Commission file number ____________________________________________
SOUTH BEACH CONCEPTS, INC.
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(Exact name of small business issuer as specified in its charter)
FLORIDA 65-0853636
----------------------------------- ---------------------
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
5969 CATTLERIDGE BLVD # 201 SARASOTA, FL 34232
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(Address of principal executive offices)
(941) 377-7225
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(Issuer's telephone number)
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(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [_]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
Securities under a plan confirmed by a court. Yes [_] No [_]
<PAGE>
PART I: FINANCIAL STATEMENTS
ITEM I. FINANCIAL STATEMENTS
SOUTH BEACH CONCEPTS, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
September 30, 2000 September 30, 1999
------------------ ------------------
<S> <C> <C>
ASSETS
Cash $ 3,150.94 $ 2,142.00
Inventory 15,861.38 54,440.00
Accounts Receivable 80,308.69 265,223.00
Royalty Receivables 14,026.57 -
------------------------------ ---------------------------
Total Current Assets 113,347.58 321,805.00
------------------------------ ---------------------------
Fixed Assets 1,126,330.05 1,479,549.00
Accumulated Depreciation (386,970.52) (467,728.00)
------------------------------ ---------------------------
Total Fixed Assets 739,359.53 1,011,821.00
------------------------------ ---------------------------
Investment in real estate 1,453,423.00 -
Due from affiliates 380,980.87 -
Deposits - 15,695.00
Prepaid Expenses 28,664.06 199,520.00
Note receivable-related party 215,000.00 -
Deferred Tax Asset 186,529.00 -
Other Non-Current Assets 78,619.27 114,327.00
Deferred Syndication Costs 143,090.51 198,166.00
Intangible Assets - 633,499.00
Net assets of discontinued operations 335,000.00 -
------------------------------ ---------------------------
Total Other Assets 2,821,306.71 1,161,207.00
------------------------------ ---------------------------
TOTAL ASSETS $ 3,674,013.82 $ 2,494,833.00
============================== ===========================
</TABLE>
1
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SOUTH BEACH CONCEPTS, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
September 30, 2000 September 30, 1999
------------------ ------------------
<S> <C> <C>
LIABILITIES AND EQUITY
Accounts Payable $ 272,522.46 $ 117,083.00
Wages & Taxes Payable 20,032.32 -
Accrued Expenses 52,809.23 -
Sales Tax Payable 6,202.36 -
Notes Payable Morgage - Current 66,402.00 -
Notes Payable Clearwater - Current 22,687.00
Notes Payable - 193,827.00
Shareholder Loan 59,114.65 -
------------------ ------------------
Total Current Liabilities 499,770.02 310,910.00
------------------ ------------------
Notes Payable - Shareholders 218,498.60 -
Notes Payable Mortgage 404,095.30 -
Notes Payable Clearwater 37,313.00 -
------------------ ------------------
Total Long-Term Liabilities 659,906.90 -
------------------ ------------------
Total Liabilities 1,159,676.92 310,910.00
------------------ ------------------
EQUITY
Common Stock 228,313.00 1,234,538.00
Additional Paid In Capital 6,427,306.56 3,863,640.00
Retained Earnings (Deficit) (4,141,282.66) (2,914,255.00)
------------------ ------------------
Total Equity 2,514,336.90 2,183,923.00
------------------ ------------------
TOTAL LIABILITIES AND EQUITY $ 3,674,013.82 $ 2,494,833.00
================== ==================
</TABLE>
2
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SOUTH BEACH CONCEPTS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND SEPTEMBER 30, 1999
AND FOR THE QUARTERS ENDED SEPTEMBER 30, 2000 AND SEPTEMBER 30, 1999
<TABLE>
<CAPTION>
Year-to-Date Year-to-Date Quarter ended Quarter ended
September 30, 2000 September 30, 1999 September 30, 2000 September 30, 1999
---------------------- ------------------- -------------------- -------------------
<S> <C> <C> <C> <C>
Net Revenues:
Sales $ 85,794 $ 159,685 $ 29,029 $ 42,990
Franchise Fees 520,609 266,000 17,109 (10,067)
Other Income 122,635 - (14,836) -
Royalties - 12,210 - 12,210
---------------------- ------------------- -------------------- -------------------
Net Receipts 729,038 437,895 31,302 45,133
---------------------- ------------------- -------------------- -------------------
Cost of Goods Sold:
Salaries & Wages 88,818 15,345 33,556 8,089
Cafe Society 56,751 50,411 14,226 886
Other 15,770 57,401 15,770 57,401
---------------------- ------------------- -------------------- -------------------
Total Cost of Sales 161,339 123,157 63,552 66,376
---------------------- ------------------- -------------------- -------------------
Gross Profit 567,699 314,738 (32,250) (21,243)
General & Administrative 318,763 407,573 66,324 149,330
---------------------- ------------------- -------------------- -------------------
Earnings (Loss) Before Other Income
and Discontinued Operations 248,936 (92,835) (98,574) (170,573)
-
Other Income - 7,259 (10,000) 3,136
---------------------- ------------------- -------------------- -------------------
Net Income (Loss) from Continuing Operations 248,936 (85,576) (108,574) (167,437)
Discontinued Operations:
Loss from operations of stores
to be disposed of (349,090) (102,876) (65,109) (41,741)
Estimated loss on disposal of stores (315,000) - (315,000) -
---------------------- ------------------- -------------------- -------------------
(664,090) (102,876) (380,109) (41,741)
---------------------- ------------------- -------------------- -------------------
Net Income (Loss) from Operations $ (415,154) $ (188,452) $ (488,683) $ (209,178)
====================== =================== ==================== ===================
</TABLE>
3
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SOUTH BEACH CONCEPTS INC
CONSOLIDATED INCOME STATEMENTS
FOR NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
<TABLE>
<CAPTION>
September 30, 2000 September 30, 1999
-------------------------- ----------------------------
<S> <C> <C>
Net Revenues:
Sales $ 85,794 $ 159,685
Franchise Fees 520,609 266,000
Other Income 122,635 -
Royalties - 12,210
--------------------------------------------------------
Net Receipts 729,038 437,895
-------------------------- ----------------------------
Cost of Goods Sold:
Salaries & Wages 88,818 15,345
Cafe Society 56,751 50,411
Other 15,770 57,401
--------------------------------------------------------
Total Cost of Sales 161,339 123,157
-------------------------- ----------------------------
Gross Profit 567,699 314,738
General & Administrative 318,763 407,573
-------------------------- ----------------------------
Earnings (Loss) Before Other Income
and Discontinued Operations 248,936 (92,835)
Other Income - 7,259
-------------------------- ----------------------------
Net Income (Loss) from Continuing Operations 248,936 (85,576)
Discontinued Operations:
Loss from operations of stores
to be disposed of (349,090) (102,876)
Estimated loss on disposal of stores (315,000) -
-------------------------- ----------------------------
(664,090) (102,876)
-------------------------- ----------------------------
Net (Loss) before Non-cash Items (415,154) (188,452)
Startup Expense Per 1998 GAAP - (118,727)
Depreciation (Non Cash Activity) 94,808 -
-------------------------- ----------------------------
Income/(Loss) Before Income Taxes (320,346) (307,179)
Provision for Income Taxes - -
-------------------------- ----------------------------
Net Earnings (Loss) $ (320,346) $ (307,179)
========================== ============================
Basic (0.0487) (0.024)
Diluted (0.0487) (0.024)
</TABLE>
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SOUTH BEACH CONCEPTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDING SEPTEMBER 30, 2000 AND 1999
<TABLE>
<CAPTION>
September 30, 2000 September 30, 1999
------------------ ------------------
<S> <C> <C>
Cash Flow from Operating Activities:
Net Income (Loss) $ (415,154) $ (301,119)
Other Operating Activities 155,820 (177,013)
------------------- -------------------
Total from Operations (259,334) (478,132)
Cash Flow from Investing Activities (248,900) (340,066)
Cash Flow from Financing Activities 431,960 828,286
------------------- -------------------
Net Increase (Decrease) in Cash $ (76,274) $ 10,088
=================== ===================
Cash at Beginning of the Year $ 79,425 $ (7,946)
Cash at September 30, 2000 3,151 2,142
------------------- -------------------
Net Change Cash Flow $ (76,274) $ 10,088
=================== ===================
</TABLE>
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SOUTH BEACH CONCEPTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000
<TABLE>
<CAPTION>
Common Common Additional Total
Stock Stock Paid In Accumulated Stockholders'
Shares Value Capital Deficit Equity
------------------- ------------- ----------------- ---------------- ------------------
<S> <C> <C> <C> <C> <C>
January 1, 2000 17,821,285 $ 178,213 $ 6,299,284 $ (3,726,129) $ 2,751,368
Issuance of Common Stock 7,615,670 50,100 429,451 479,551
Reverse Stock Split 3 for 1 (16,957,970)
Syndication Costs (301,428) (301,428)
Net Income (Loss) (415,154) (415,154)
------------------- ------------- ----------------- ---------------- ------------------
September 30, 2000 8,478,985 $ 228,313 $ 6,427,307 $ (4,141,283) $ 2,514,337
=================== ============= ================= ================ ==================
</TABLE>
6
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South Beach Concepts, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
September 30, 2000
NOTE 1 - Basis of Presentation
The accompanying unaudited financial statements have been prepared by South
Beach Concepts, Inc., (Company) in accordance with generally accepted accounting
principles (GAAP) for interim financial statements and with the instruction to
Form 10QSB and Item 310 of Regulation S-B. Accordingly, they do not include all
of the information and disclosures required by GAAP for complete financial
statements. In the opinion of the Company's management, all normal accounting
transactions within this time frame have been included for a fair presentation
of the Company's operations. Results of operations for the nine-month period
ending September 30, 2000 are not necessarily indicative of future financial
results.
Consolidation
The consolidated financial statements include the accounts of the Company and
its subsidiaries. All significant inter-company transactions and balances have
been eliminated in consolidation.
Property and Equipment
Property and equipment are carried at cost less accumulated depreciation.
Depreciation is calculated using the straight-line method for financial
reporting purposes and accelerated methods for income tax purposes.
Expenditures for maintenance and repairs are charged against income as incurred
whereas major improvements are capitalized.
Net Earnings Per Common Share
Net earnings per common share are shown as both basic and diluted. Basic
earnings per common share are computed by dividing net earnings less any
7
<PAGE>
preferred stock dividends (if applicable) by the weighted average number of
shares of common stock outstanding. Diluted earnings per common share are
computed by diving net income less any preferred stock dividends (if applicable)
by the weighted average number of shares of common stock outstanding plus any
dilutive common stock equivalents.
Results of Operations
The Company continues as a Development Stage Company and hence requires
continuing its capital raising activities to meet cash flow obligations.
NOTE 2 - Discontinued Operations
Effective October 15, 2000, the Company adopted a plan to close all of its
Company-operated stores. The assets will be sold or abandoned and consist
primarily of restaurant furniture, fixtures and equipment.
The $664,090 of estimated loss on the disposal of the discontinued operations
consists of an estimated loss of $315,000 related to the disposal of the assets
and an operating loss of $349,090 for the nine-month period ended September 30,
2000.
Operating results of the closed stores for the nine months ended September
30, 2000 are shown separately in the accompanying consolidated statements of
operations. The consolidated statement of operations for the nine months ended
September 30, 1999 has been restated and operating results of the stores are
also shown separately.
Net revenues of the stores for the nine months ended September 30, 2000 and
1999 were $275,175 and $438,135, respectively. These amounts are not included
in net revenues in the accompanying consolidated statements of operations.
Assets of discontinued operations are shown at their expected net realizable
values and are separately classified in the accompanying consolidated balance
sheet at September 30, 2000.
8
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ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
OVERVIEW:
The primary business objective of the Company to date has been to develop,
operate, franchise and service take-out, eat-in and delivery restaurants for its
three theme restaurant chains, South Beach Cafe, Pizza World Gourmet Pizza and
Cisco & Pancho and to supply coffee and other related products to its company
stores, its franchisees and other customers worldwide through Cafe Society
Coffee Company. There are currently franchise operations in Florida, Illinois
and Missouri.
The Company has decided to reduce the operation of Company stores in the
Florida marketplace and eventually to cease operating Company stores related to
the current theme restaurant chains. This decision was partially based on
difficulties experienced in hiring, training and retaining store level employees
of the quality and character the company deems necessary for stores to succeed
operationally. The Company will continue to pursue franchising in the existing
chains on a geographically limited basis.
Going forward, the Company's Directors have decided to extend the primary
direction of the Company's franchising activities to service and technology
based franchising and, to that end, the Company has begun identifying and
acquiring specific asset packages intended to achieve that direction. On
October 16, 2000 the Company announced a definitive agreement relative to
eAdvertiseit.com Ltd., enabling the Company to launch a franchising model
offering Internet advertising technologies to prospective franchisees. This
acquisition was valued at $700,000 consisting of 350,000 shares at $2.00 per
share. The Company has also reached a definitive agreement to compliment the
eAdvertiseit.com product offering with local and regionalized web based gift
certificates. The Company is in negotiation regarding several other service and
technology based franchises.
9
<PAGE>
CONSOLIDATED BALANCE SHEETS COMPARING PERIOD ENDING SEPTEMBER 30, 2000 TO JUNE
30, 2000.
Accounts Receivable decreased from $100,574 to $80,308 due to normal activity.
Notes Receivable Franchisee was reclassified to Note receivable-related party
and regrouped to Other Assets. Certain reclassifications occurred as a result of
the discontinuance of store operations. Included in the estimated loss on
disposal of the stores are Prepaid Expenses of $189,500, Deposits of $14,500 and
$111,000 of expenses associated with termination of the leases. Fixed Assets
totaling $525,000 less Accumulated Depreciation of $190,000 have been
reclassified as Net assets of discontinued operations. Due from Affiliates was
regrouped to Other Assets. Fixed Assets was further reduced by $1,453,423 by
reclassifying the Coconut Grove property as an Investment and regrouping it to
Other Assets because of the discontinuing of store operations. Start-up and
Development of $26,401 was written off as required by 1998 GAAP accounting
standards. Deferred Syndication Costs and Deferred Offering Costs were reduced
by $301,428 by reclassifying as a reduction in Additional Paid in Capital to
primarily reflect activities commencing in prior years and was increased by
$64,454 to reflect costs related to the current Rule 506 private placement.
Current Liabilities changed in the normal course. Shareholder Loan increased
from ($2,183.07) to $59,116.65 as a result of working capital loans made
primarily, but not exclusively, by Directors. Notes Payable-Shareholder
increased primarily by a note for $106,090 and a second note for $78,798 to
reflect obligations relative to discontinuing store operations to two respective
landlords who's controlling partner is a shareholder of the Company. Notes
Payable-Mortgage decreased from $458,095 to $404,095 to reflect payments made by
the Company. Additional Paid in Capital increased by $148,800 from funding
activities thus combining with the prior described reduction of $301,428 yields
the new balance of $6,427,306 as compared the prior quarter balance of
$6,579.943.
10
<PAGE>
CONSOLIDATED STATEMENT OF OPERATIONS COMPARING PERIOD ENDING SEPTEMBER 30, 2000
TO JUNE 30, 2000.
All amounts have been adjusted where necessary for discontinued operations with
the effect of discontinued operations having been previously described. Net
Receipts increased from $697,736 to $729,038. Gross Profit decreased from
$599,949 to $567,699 primarily as a result of Salaries and Wages increasing from
$55,262 to $88,818 and Cafe Society costs from $42,525 to $56,751. General
Administration increased from $252,439 to $318,763. Net Income from Continuing
Operations decreased from $357,510 to $248,936 primarily as a result of the
General and Administrative Costs of $66,324 for the quarter. Net Income from
Operations decreased from $73,529 to ($415,154) in part because of recording of
$664,090 of Discontinued Operations losses comprised of ($349,090) Loss from
operations of restaurants to be disposed of and ($315,000) Estimated loss on
disposal of stores.
11
<PAGE>
PART II
ITEM 1. Legal Proceeding
There are no material legal proceedings against the Company
ITEM 2. Defaults upon Senior Securities
Not Applicable
ITEM 3. Submission of Matters to a Vote of Security Holders
Not Applicable
ITEM 4. Other Information
Not Applicable
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a.) Exhibits
EXHIBIT NO. DESCRIPTION
----------- -----------
27 Financial Data Schedule (FOR SEC USE ONLY)
b.) Reports on Form 8-K
None
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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.
Date: November 13, 2000 SOUTH BEACH CONCEPTS
By: /s/ THOMAS N. BURNHAM
----------------------
Thomas N. Burnham, President
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