CHEFS INTERNATIONAL INC
10QSB, 1999-09-14
EATING PLACES
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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-QSB


                                   (Mark One)

(X ) QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934

                  For the quarterly period ended AUGUST 1, 1999

                                       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 0-8513

                            CHEFS INTERNATIONAL, INC.

        (Exact name of small business issuer as specified in its charter)

             DELAWARE                                    22-2058515
(State or other jurisdiction of                (IRS Employer Identification No.)
incorporation or organization)

                   62 Broadway, Point Pleasant Beach, NJ 08742
                    (Address of principal executive offices)

(Issuer's telephone number, including area code)        (732) 295-0350
                                                  ______________________________


________________________________________________________________________________
(Former  name,  former  address and former  fiscal year,  if changed  since last
report.)

          Indicate  by check  mark  whether  the  registrant  (1) has  filed all
reports  required to be filed by Section 13 or 15(d) of the Securities  Exchange
Act of 1934 during the preceding 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 of the past 90 days.   Yes X     No__.


          Indicate  the  number of shares  outstanding  of each of the  issuer's
classes of common equity, as of the latest practicable date:

           Class                         Outstanding Shares at September 7, 1999
- ------------------------------           ---------------------------------------
Common Stock, $.01 par value                        4,488,291


<PAGE>




                   CHEFS INTERNATIONAL, INC. AND SUBSIDIARIES

                                      INDEX





PART I         FINANCIAL INFORMATION                                   PAGE NO.

               ITEM 1.  Consolidated Financial Statements

               Consolidated Balance Sheets -                           1 - 2
               August 1, 1999 and January 31, 1999

               Consolidated Statements of Operations -                  3
               Six and Three Months Ended August 1, 1999 and
               July 26, 1998

               Consolidated Statements of Cash Flows -                  4
               Six Months Ended August 1, 1999 and
               July 26, 1998

               Notes to Consolidated Financial Statements               5

               ITEM 2.  Management's Discussion and Analysis           6 - 9
               of Financial Condition and Results of Operations


PART II        OTHER INFORMATION

               ITEM 6.  Exhibits and Reports on Form 8-K                 10


<PAGE>

<TABLE>

                         PART I - FINANCIAL INFORMATION

                   CHEFS INTERNATIONAL, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS


<CAPTION>

                                     ASSETS


                                                                             August 1, 1999                   January 31, 1999
                                                                             --------------                   ----------------
                                                                               (Unaudited)

CURRENT ASSETS:
<S>                                                                             <C>                              <C>
     Cash and cash equivalents                                                  $ 1,592,844                      $    871,950
     Investments                                                                    250,000                           400,000
     Miscellaneous receivables                                                      107,198                            71,278
     Inventories                                                                  1,026,111                           995,647
     Due on sale of discontinued operations
          from related party                                                         75,071                            68,355
     Assets held for sale                                                               ---                           135,000
     Prepaid expenses                                                               190,544                           157,472
                                                                               ------------                      ------------

               TOTAL CURRENT ASSETS                                               3,241,768                         2,699,702
                                                                                -----------                       -----------

PROPERTY, PLANT AND EQUIPMENT, at cost                                           19,971,517                        19,747,731

     Less: Accumulated depreciation                                               7,806,017                         7,322,169
                                                                                -----------                       -----------

               PROPERTY, PLANT AND EQUIPMENT, net                                12,165,500                        12,425,562
                                                                                 ----------                        ----------


OTHER ASSETS:
     Investments                                                                    695,000                           534,000
     Goodwill - net                                                                 490,550                           502,580
     Liquor licenses - net                                                          533,766                           544,233
     Due on sale of discontinued operations
        from related party                                                          172,787                           211,149
     Equity in life insurance policies                                              458,600                           458,600
     Due from related party                                                           1,327                             2,427
     Other                                                                           15,870                            22,482
                                                                                ------------                      -----------

               TOTAL OTHER ASSETS                                                 2,367,900                         2,275,471
                                                                                 ----------                        ----------

TOTAL ASSETS                                                                    $17,775,168                       $17,400,735
                                                                                ===========                       ===========

</TABLE>

The accompanying notes are an integral part of these financial statements.


<PAGE>

<TABLE>

                   CHEFS INTERNATIONAL, INC. AND SUBSIDIARIES


                     CONSOLIDATED BALANCE SHEETS (CONTINUED)



                      LIABILITIES AND STOCKHOLDERS' EQUITY


<CAPTION>

                                                                             August 1, 1999                   January 31, 1999
                                                                             --------------                   ----------------
                                                                               (Unaudited)

CURRENT LIABILITIES:
<S>                                                                               <C>                               <C>
     Notes and mortgages payable                                                  $ 362,034                         $ 586,342
     Accounts payable                                                               715,041                           657,363
     Accrued payroll                                                                122,489                            91,328
     Accrued expenses                                                               601,879                           370,548
     Other Liabilities                                                              205,362                           321,263
     Income taxes payable                                                            21,775                            19,700
                                                                               ------------                        ----------

               TOTAL CURRENT LIABILITIES                                          2,028,580                         2,046,544
                                                                                -----------                        ----------

NOTES AND MORTGAGES PAYABLE                                                       1,238,768                         1,442,470
                                                                                -----------                        ----------

OTHER LIABILITIES                                                                   479,492                           486,404
                                                                               ------------                      ------------

STOCKHOLDERS' EQUITY:
     Capital stock - common $.01 par value,
          Authorized 15,000,000 shares,
          Issued and outstanding 4,488,291
          and 4,488,369 respectively                                                 44,884                            44,884
     Additional paid-in capital                                                  32,304,485                        32,304,485
     Accumulated deficit                                                        (18,321,041)                      (18,924,052)
                                                                               ------------                      ------------

               TOTAL STOCKHOLDERS' EQUITY                                        14,028,328                        13,425,317
                                                                               ------------                       -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                      $17,775,168                       $17,400,735
                                                                                ===========                       ===========

</TABLE>


The accompanying notes are an integral part of these financial statements.


<PAGE>

<TABLE>


                   CHEFS INTERNATIONAL, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
<CAPTION>

                                                           Six Months Ended                               Three Months Ended
                                                           ----------------                               ------------------
                                                 August 1, 1999         July 26, 1998            August 1, 1999       July 26, 1998
                                                 --------------         -------------            --------------       -------------


<S>                                                <C>                  <C>                        <C>                 <C>
SALES                                              $ 9,979,400          $ 9,994,270                $ 5,579,685         $ 5,465,852

COST OF GOODS SOLD                                   3,210,808            3,256,357                  1,811,233           1,801,341
                                                  ------------         ------------               ------------        ------------

           GROSS PROFIT                              6,768,592            6,737,913                  3,768,452           3,664,511
                                                  ------------         ------------               ------------        ------------

OPERATING EXPENSES:
    Payroll and related expenses                     2,794,031            2,909,310                  1,508,141           1,548,237
    Other operating expenses                         1,927,105            2,100,166                  1,008,343           1,071,130
    Depreciation and amortization                      506,345              506,081                    252,165             254,562
    General and administrative expenses                918,495              890,361                    446,528             425,257
    Gain on sale of asset                              (13,947)                 ---                    (13,947)                ---
                                                  -------------       -------------                ------------       ------------

           TOTAL OPERATING EXPENSES                  6,132,029            6,405,918                  3,201,230           3,299,186
                                                    ----------        -------------               ------------       -------------

           INCOME FROM OPERATIONS                      636,563              331,995                    567,222             365,325
                                                   -----------          -----------                 -----------        -----------

OTHER INCOME (EXPENSE):
    Interest expense                                   (77,092)             (62,287)                   (38,252)            (32,320)
    Interest income                                     70,440               66,507                     35,553              32,065
                                                   -----------         ------------                ------------        ------------

           OTHER INCOME (EXPENSE), NET                  (6,652)               4,220                     (2,699)               (255)
                                                  ------------        -------------                ------------       -------------

           INCOME BEFORE INCOME TAXES                  629,911              336,215                    564,523             365,070

PROVISION FOR INCOME TAXES                              26,900                  ---                     22,400                 ---
                                                   -----------     ----------------                ------------     ---------------

           NET INCOME                                $ 603,011          $   336,215                 $  542,123          $  365,070
                                                     =========          ===========                  =========          ==========

BASIC INCOME PER COMMON SHARE                        $     .13          $       .07                 $      .12          $      .08
                                                   ===========          ===========                  ===========        ==========

Number of shares outstanding                         4,488,291            4,488,444                   4,488,291          4,488,444

</TABLE>


The accompanying notes are an integral part of these financial statements.


<PAGE>

<TABLE>


                                                  CHEFS INTERNATIONAL, INC. AND SUBSIDIARIES

                                                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                                         SIX MONTHS ENDED AUGUST 1, 1999 AND JULY 26, 1998 (Unaudited)


                                                                                      1999                  1998
                                                                                      ----                  ----
<CAPTION>
OPERATING ACTIVITIES:
<S>                                                                            <C>                       <C>
     Net income                                                                $    603,011              $ 336,215
     Adjustments to reconcile net income to net
          cash provided by operating activities:
                Depreciation and amortization                                       506,345                506,081
                Gain on sale of asset                                               (13,947)                   ---


                Increase  (decrease) in cash  attributable  to changes in assets
                    and liabilities:
                           Miscellaneous receivables                                (35,920)               (46,982)
                           Inventories                                              (30,464)                13,431
                           Prepaid expenses                                         (33,072)               (14,701)
                           Accounts payable                                          57,678                 11,758
                           Accrued expenses and other liabilities                   139,679                193,027
                           Income taxes payable                                       2,075                    ---
                                                                                -----------              ----------

                Total Adjustments                                                   592,374                662,614
                                                                                -----------            -----------

          NET CASH PROVIDED BY OPERATING ACTIVITIES                               1,195,385                998,829
                                                                                -----------            -----------


INVESTING ACTIVITIES:
     Capital expenditures                                                          (223,786)              (695,972)
     Net proceeds from sale of asset                                                148,947                    ---
     Sale or redemption of investments                                              250,000                 96,000
     Purchase of investments                                                       (261,000)                   ---
     Proceeds from notes receivable -
          discontinued operations - related party                                    31,646                142,835
     Other assets                                                                     7,712                 28,817
                                                                                -----------            -----------

          NET CASH USED IN INVESTING ACTIVITIES                                     (46,481)              (428,320)
                                                                                ------------            -----------

FINANCING ACTIVITIES:
     Repayment of debt                                                             (428,010)              (319,809)
     Proceeds from debt                                                                 ---                124,000
                                                                                ------------           ------------

          NET CASH USED IN FINANCING ACTIVITIES                                    (428,010)              (195,809)
                                                                                ------------             ----------

          NET INCREASE IN CASH AND
                CASH EQUIVALENTS                                                    720,894                374,700

CASH AND CASH EQUIVALENTS at beginning                                              871,950              1,136,063
                                                                                -----------             ----------

          CASH AND CASH EQUIVALENTS at end                                      $ 1,592,844             $1,510,763
                                                                                ===========             ==========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
     Interest paid                                                              $   65,957              $   55,939
                                                                                ==========              ==========

     Income taxes paid                                                          $   24,825              $      ---
                                                                                ==========              ==========

</TABLE>

The accompanying notes are an integral part of these financial statements.


<PAGE>


                   CHEFS INTERNATIONAL, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

NOTE  1:  BASIS OF PRESENTATION

          The  accompanying  financial  statements  have been  prepared by Chefs
International,  Inc. (the  "Company") and are  unaudited.  In the opinion of the
Company's  management,  all adjustments  (consisting  solely of normal recurring
adjustments)  necessary to present fairly the Company's  consolidated  financial
position,  results of operations  and cash flows for the periods  presented have
been made. Certain information and footnote disclosures required under generally
accepted  accounting   principles  have  been  condensed  or  omitted  from  the
consolidated  financial  statements pursuant to the rules and regulations of the
SEC. The consolidated  financial  statements and notes thereto should be read in
conjunction with the Company's audited consolidated financial statements for the
year ended January 31, 1999 and notes thereto  included in the Company's  Annual
Report on Form 10-KSB filed with the SEC. The results of operations and the cash
flows  for the  three  and  six  month  periods  presented  in the  consolidated
financial  statements  are  not  necessarily  indicative  of the  results  to be
expected for any other interim period or the entire fiscal year.

NOTE 2:   EARNINGS PER SHARE

          Basic earnings per share is computed using the weighted average number
of shares of common stock outstanding during the period.

NOTE 3:   INCOME TAXES

          At  August  1,1999,  the  Company  had  net  deferred  tax  assets  of
approximately   $3,304,000   arising   principally   from  net  operating   loss
carryforwards.  However,  due to the uncertainty  that the Company will generate
sufficient   income  in  the  future  to  fully  or  partially   utilize   these
carryforwards,  an allowance of $3,304,000 has been  established to offset these
assets.

NOTE 4:   DUE ON SALE OF DISCONTINUED OPERATIONS

          On February 20, 1997 (as of January 26, 1997), the Company sold 95% of
the common stock of Mr. Cookie Face ("MCF"),  its ice cream production  segment,
to a former director for an aggregate  purchase price of $1,600,000,  consisting
of a $500,000 cash payment and three notes totaling  $1,100,000.  The first note
for  $100,000  was due on or  before  March  24,  1997 and was paid in full on a
timely basis.  The second note for $500,000 is due in installments  through July
1, 2000, and the third note for $500,000 is due on or before  February 20, 2004,
with mandatory  prepayments based on MCF's cash flow. The notes are secured by a
first  lien  on  all of  MCF's  assets,  however,  the  Company  has  agreed  to
subordinate the notes up to $1,750,000 of additional financing for MCF. Based on
the estimated  present value of the  payments,  management  recorded a valuation
allowance of $601,050  against the second and third notes.  During  fiscal 1999,
MCF requested a restructuring  of the terms of the second and third notes. As of
August 1, 1999 management has not yet agreed to the restructuring  terms but has
permitted  MCF to make  partial  payments  until  a  restructured  agreement  is
finalized.

          Cash  receipts for these notes are applied to  principal  and interest
based on the discounted note payment schedules,  which resulted in an additional
$13,400 of interest income being  recognized  during the six months ended August
1, 1999.  The 5% of MCF capital stock retained by the Company has been valued at
$35,000.

<PAGE>



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
           AND RESULTS OF OPERATIONS (Unaudited)


Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995

          Statements  regarding  future  performance in this Quarterly Report on
Form 10-QSB constitute  forward-looking  statements under the Private Securities
Litigation Reform Act of 1995. No assurance can be given that the future results
covered by the forward-looking statements will be achieved. The Company cautions
readers that important factors may affect the Company's actual results and could
cause those results to differ  materially from the  forward-looking  statements.
Such factors include,  but are not limited to, changing market  conditions,  the
impact  of  competitive  products,  pricing  and  acceptance  of  the  Company's
products.

Business Overview

          The Company's  principal  source of revenue is from the  operations of
its  restaurants.  The Company's  cost of sales  includes food and liquor costs.
Operating  expenses include labor costs,  supplies and occupancy costs (rent and
utilities), marketing and maintenance costs. General and administrative expenses
include costs incurred for corporate support and  administration,  including the
salaries  and  related  expenses of  personnel  and the costs of  operating  the
corporate  office at the Company's  headquarters  in Point Pleasant  Beach,  New
Jersey.

          The Company  currently  operates  eight  restaurants  on a  year-round
basis.  Seven of the restaurants are  free-standing  seafood  restaurants in New
Jersey and Florida and are operated under the names "Lobster Shanty" or "Baker's
Wharfside."  The other  restaurant is a Mexican  theme  restaurant in New Jersey
operated  under the name  "Garcia's."  The  Company  opened  its  first  seafood
restaurant in November 1978 and opened its Garcia's restaurant in April 1996.

          Generally,  the  Company's  New Jersey  seafood  restaurants  derive a
significant  portion  of their  sales  from May  through  September,  while  the
Company's  Florida  seafood  restaurants  derive a significant  portion of their
sales from January through April. The Company's  Garcia's  restaurant  derives a
significant  portion of its sales  during the holiday  season from  Thanksgiving
through Christmas.

          At the end of the third  quarter for the fiscal year ended January 31,
1999, the Company closed its Belmar, New Jersey Lobster Shanty restaurant due to
unsatisfactory   operating  results.  The  Company  operated  nine  restaurants,
including the Belmar Lobster Shanty, during the six months ended July 26, 1998.

Results of Operations

          Sales.  Sales for the six months ended August 1, 1999 were $9,979,400,
a decrease of $14,900 or .1%, as compared to $9,994,300 for the six months ended
July 26,  1998.  For the  second  quarter  ended  August  1,  1999,  sales  were
$5,579,700,  an increase of $113,800 or 2.1%,  as compared to last year's second
quarter. The now closed Belmar Lobster Shanty had sales of $599,600 and $383,100
for the six and three  month  periods of last year.  Accordingly,  sales for the
restaurants  that operated  during the comparable  periods of this year and last
year  increased  $584,700 or 6.2% for the first six months and  $496,900 or 9.8%
for the second quarter of this year. The improvement can be attributed to both a
mild winter and an  unusually  dry New Jersey  summer.  The number of  customers
served in the eight  restaurants  increased by 1.1% for first the six months and

<PAGE>

by 3.1% for the second  quarter of this year,  while the average  check paid per
customer also  increased by 5.1% and 6.5% for the respective six and three month
periods of this year.

          Gross Profit;  Gross Margin.  Gross profit was  $6,768,600 or 67.8% of
sales for the six month period and  $3,768,500 or 67.5% of sales for the quarter
ended August 1, 1999,  compared to $6,737,900  or 67.4% and  $3,664,500 or 67.0%
for the  comparable  periods of fiscal  1999.  The  increase in gross profit and
gross margin reflects lower food costs,  primarily lower dairy and shrimp costs,
and the closure of the Belmar  restaurant  which had a lower gross profit margin
than the combined results of the other eight restaurants.

          Operating  Expenses.  Total operating  expenses decreased by 4.3% from
$6,405,900  during the first six months of fiscal 1999 to $6,132,000  during the
first six months of fiscal  2000,  and by 3% from  $3,299,200  during the second
quarter of fiscal 1999 to $3,201,200  during the second  quarter of fiscal 2000.
Payroll  and related  expenses  were 28% of sales for the six months and 27% for
the second  quarter of fiscal 2000,  compared to 29.1% and 28.3%,  respectively,
for the  comparable  periods of fiscal 1999. The decrease in payroll and related
expenses as a percentage of sales is primarily  attributable  to the increase in
sales and the closure of the Belmar  restaurant  with its higher  payroll costs.
Other operating expenses decreased by approximately  $173,000 for the six months
ended August 1, 1999. This decrease is  attributable to the Vero Beach,  Florida
restaurant,  which was previously rented at $10,000 per month, and was purchased
during the fourth  quarter last year,  the reduced  occupancy  costs at the Vero
Beach  restaurant,  and the closure of the Belmar  restaurant.  Depreciation and
amortization  expenses were  essentially  unchanged from last year.  General and
administrative  expenses  increased  $28,100  and  $21,300 for the six and three
month periods ended August 1, 1999 versus last year. Higher salaries and payroll
taxes and group health insurance costs account for the majority of the increase.

          During the quarter  ended August 1, 1999,  the Belmar  Lobster  Shanty
liquor  license was sold to an  unaffiliated  buyer for $150,000  resulting in a
gain of $13,900.

          Other Income and Expense.  Interest income increased $3,900 and $3,500
for the six and three month  periods  ended  August 1, 1999,  as compared to the
comparable periods last year. This increase was primarily a result of additional
interest income  associated with notes receivable from the February 1997 sale of
discontinued  operations  (see  note 4 to  consolidated  financial  statements).
Interest  expense  increased  $14,800  and  $5,900  for the six and three  month
periods ended August 1, 1999, as compared to the  comparable  periods last year.
This increase was primarily the result of the interest expenses  associated with
a $880,000  first  mortgage used to partially fund the Vero Beach Lobster Shanty
restaurant purchase and with a $124,000 loan used to partially fund the purchase
of a property next to the Toms River, New Jersey Lobster Shanty restaurant.

          Net  Income.  Net  income was  $603,000  or $.13 per share for the six
months and $542,100 or $.12 per share for the quarter  ended August 1, 1999,  as
compared to  $336,200  or $.07 per share and  $365,100 or $.08 per share for the
comparable periods last year.

Liquidity and Capital Resources

          The Company has  financed its  operations  principally  from  revenues
derived from its  restaurants.  The Company's ratio of current assets to current
liabilities was 1.60:1 at August 1, 1999, compared to 1.32:1 at January 31, 1999
(the end of the last fiscal year).  Working  capital was $1,213,200 at August 1,
1999, compared to $653,000 at the year-end, an increase of $560,200.  During the
six months ended  August 1, 1999,  net cash  increased by $720,900.  The primary

<PAGE>

components of this year's cash flow statement  were net income of $625,400,  the
sale of the Belmar liquor license for $150,000,  an increase in accrued expenses
of $134,600  due to the timing of funding  for the  Company's  new group  health
insurance  plan,  capital   expenditures  of  $223,800  for  routine  restaurant
improvements and debt repayment of $428,000.  During the corresponding six month
period in  fiscal  1999  working  capital  increased  by  $339,600  and net cash
increased by $374,700. The primary components of last year's cash flow statement
were net income of  $336,200,  an increase in accrued  expenses of $193,000  due
primarily  to legal  costs,  capital  expenditures  of  approximately  $696,000,
primarily at the Toms River restaurant, and debt repayment of $319,800.

          During the second  quarter of the current  fiscal  year the  Company's
$500,000 bank line of credit was renewed for another year.  The interest rate on
the line is variable,  equal to the monthly  fluctuating  LIBOR rate plus 2.25%.
The entire $500,000 is currently available for use.

          Management  believes that funds from  operations and its $500,000 bank
line of credit will be sufficient to meet  obligations for the balance of fiscal
2000,  including projected capital expenditures of $410,000 in addition to those
expenditures  incurred  during  the  first six  months.  The  projected  capital
expenditures include approximately $75,000 for Year 2000 ("Y2K") expenses, which
are expected to be incurred during the third and fourth quarters.

          The  Company's  future  capital   requirements  and  the  adequacy  of
available  funds will  depend on numerous  factors,  including  changing  market
conditions,  the impact of competitive  products,  pricing and acceptance of the
Company's  products.  To the extent  that  funds  generated  from the  Company's
operations,  together with its existing capital resources  (including its credit
facility), and the net interest earned thereon, are insufficient to meet current
or planned  operating  requirements,  the  Company  will be  required  to obtain
additional funds through equity or debt financing, or through other sources. The
terms of any equity  financing may be dilutive to stockholders  and the terms of
any debt financing may contain restrictive covenants,  which limit the Company's
ability  to pursue  certain  courses of action.  The  Company  does not have any
committed sources of additional financing beyond that described above, and there
can be no assurance that additional funding, if necessary,  will be available on
acceptable terms, if at all. If adequate funds are not available,  the Company's
business,  financial condition and results of operations could be materially and
adversely affected.

Year 2000

          Commencing in 1997,  the Company began a review of its  restaurant and
corporate computer systems to identify potential problems with the Y2K issue. As
a result of that review,  it was determined  that certain  systems would require
remediation,  specifically, the corporate mainframe computer, various restaurant
point of sale systems ("POS") and personal computers ("PC"s) used throughout the
Company.

          At August 1, 1999,  the Company was at various stages of completion of
the  remediation  process.  The  mainframe  software  programming  changes  were
completed  and  successfully   tested  in  May  1999.   Mainframe  Y2K  software
expenditures  to date have not been material and have been expensed as incurred.
The restaurant POS remediation process,  including those systems not affected by
Y2K issues,  is 63% complete and vendors for the impacted  systems indicate that
fixes should be available during the third and fourth quarters of calendar 1999.
It is  anticipated  that the cost of such fixes will not be material and will be
expensed as incurred and funded from  operating  cash flows.  Additionally,  the
Company is at the final stage of replacing the  non-compliant  PCs and software.
It is anticipated  that the new PCs will be installed  sometime prior to the end

<PAGE>

of November 1999 and the cost estimate has been increased to $65,000, which will
also be funded out of operating cash flows.

          The Company has been in contact  with its various  suppliers  of goods
and services  regarding their compliance with Y2K issues.  To date,  several key
vendors such as payroll/human resources,  credit card processors, the major food
and liquor  vendors,  and various public  utility  companies have indicated that
they  are or  will be Y2K  compliant.  At  least  50% of the  remaining  vendors
contacted have indicated in writing that they will be Y2K compliant or that they
will not be affected. Although the Company is unable to verify the Y2K readiness
of all third party vendors, the Company believes that there are multiple vendors
for the goods and services it receives  from its  suppliers and that the risk of
non-compliance with Y2K by any of its suppliers is minimal.

          Considering  the  substantial  progress made to date, the Company does
not  anticipate  delays  in  finalizing  internal  Y2K  remediation  within  the
remaining  time  schedules.  There  can  be no  assurances,  however,  that  the
Company's internal systems or those of a third party on which the Company relies
will be Y2K compliant by the year 2000. An interruption of the Company's ability
to conduct its business  due to a Y2K  readiness  problem  could have a material
adverse  effect  on  the  Company,  its  operations,   financial  condition  and
liquidity.

          Pending the results of the Company's review of the Y2K preparedness of
its  critical  third  parties,  the Company will then  determine  what course of
action and contingencies will need to be made, if any.

Inflation

          It is not  possible  for the Company to predict  with any accuracy the
effect of inflation  upon the results of its  operations  in future  years.  The
price  of food  is  extremely  volatile  and  future  projections  vary  and are
dependent upon a complex set of factors.


<PAGE>



                   CHEFS INTERNATIONAL, INC. AND SUBSIDIARIES



                            PART II OTHER INFORMATION


ITEM 6:           Exhibits and Reports on Form 8-K

                  (a) The following exhibits are filed as part of this Quarterly
Report on Form 10-QSB:

                              No. 27.1 Financial Data Schedule

                  (b) The  following  Current  Reports on Form 8-K were filed by
the Company during the quarter ended August 1, 1999:

                              (i)    A  Current  Report on Form 8-K was filed on
                                     June  4,  1999  reporting  under  Item  1 a
                                     change in  control  of the  Company  due to
                                     ownership by a group of  stockholders of in
                                     excess of 50% of the  Company's  issued and
                                     outstanding shares of common stock.

                              (ii)   A  Current  Report on Form 8-K was filed on
                                     July 20, 1999  reporting  under Item 1 that
                                     on  July  7,  1999,  Michael  F.  Lombardi,
                                     Joseph S. Lombardi, Stephen F. Lombardi and
                                     Anthony  M.   Lombardi   were   elected  as
                                     directors   of  the  Company  to  fill  the
                                     vacancies  created by the  resignations  of
                                     Anthony  Papalia,  Martin W. Fletcher, Jack
                                     Mariucci and James Fletcher.


<PAGE>



                                   SIGNATURE


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



CHEFS INTERNATIONAL, INC.



/s/ Anthony C. Papalia
- -----------------------
ANTHONY C. PAPALIA
Principal Executive and Financial Officer



DATED:  September 13, 1999


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<NAME>                        CHEFS INTERNATIONAL, INC.
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