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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 July 31,2000
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 0-12226
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CALIFORNIA BEACH RESTAURANTS, INC.
(Exact name of Registrant as specified in its charter)
CALIFORNIA 95-2693503
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
17383 Sunset Boulevard, Suite 140, Pacific Palisades, CA 90272
(Address and zip code of Principal executive offices)
(310) 459-9676
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(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 the filing
requirements for at least the past 90 days.
Yes [X] No [ ]
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Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date:
Number of Shares Outstanding
Class at September 1, 2000
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Common Stock, $.01 par value 3,400,930
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CALIFORNIA BEACH RESTAURANTS, INC. AND SUBSIDIARIES
JULY 31, 2000
INDEX
<TABLE>
<CAPTION>
Part I - FINANCIAL INFORMATION Page Number
-----------
<S> <C>
Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheets at July 31, 2000
and April 30, 2000..........................................................3
Consolidated Statements of Operations for the
Three Months Ended July 31, 2000 and 1999...................................5
Consolidated Statements of Cash Flows for the
Three Months Ended July 31, 2000 and 1999...................................6
Notes to Consolidated Financial Statements..................................7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.........................................8
Item 3. Quantitative and Qualitative Disclosures about Market Risk.................10
Part II - OTHER INFORMATION
Item 1. Legal Proceedings..........................................................10
Item 2. Changes in Securities and Use of Proceeds .................................11
Item 3. Defaults Upon Senior Securities............................................11
Item 4. Submission of Matters to a Vote of Security Holders........................11
Item 5. Other Information..........................................................11
Item 6. Exhibits and Reports on Form 8-K...........................................11
Signature Page........................................................................12
</TABLE>
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CALIFORNIA BEACH RESTAURANTS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
July 31, 2000 April 30, 2000
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(Unaudited) (1)
<S> <C> <C>
Current Assets:
Cash $ 506,000 $ 102,000
Trade and other receivables 46,000 77,000
Inventories 218,000 219,000
Prepaid expenses 227,000 220,000
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Total current assets 997,000 618,000
Fixed Assets (at cost) - net of accumulated
depreciation and amortization 2,970,000 3,031,000
Other Assets
170,000 171,000
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$4,137,000 $3,820,000
========== ==========
</TABLE>
The accompanying notes to consolidated financial statements are an integral part
of this statement.
(1) The April 30, 2000 amounts have been extracted from the Company's Annual
Report on Form 10-K for the year ended April 30, 2000.
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CALIFORNIA BEACH RESTAURANTS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' DEFICIT
<TABLE>
<CAPTION>
July 31, 2000 April 30, 2000
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(Unaudited) (1)
<S> <C> <C>
Current Liabilities:
Accounts payable $ 550,000 $ 658,000
Accrued liabilities 958,000 626,000
Line of credit -- 100,000
Current portion of note payable 192,000 188,000
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Total current liabilities 1,700,000 1,572,000
Note payable, less current portion 751,000 800,000
Subordinated convertible notes 1,800,000 1,800,000
Deferred rent 378,000 383,000
Other liabilities 82,000 82,000
Stockholders' Deficit:
Common stock, $.01 par value, authorized
25,000,000 shares, issued and outstanding
3,401,000 shares at July 31, 2000
and at April 30, 2000 34,000 34,000
Additional paid-in capital 13,175,000 13,175,000
Accumulated Deficit (13,783,000) (14,026,000)
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Total stockholders' Deficit (574,000) (817,000)
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$ 4,137,000 $ 3,820,000
============ ============
</TABLE>
The accompanying notes to consolidated financial statements are an integral part
of this statement.
(1) The April 30, 2000 amounts have been extracted from the Company's Annual
Report on Form 10-K for the year ended April 30, 2000.
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CALIFORNIA BEACH RESTAURANTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended July 31,
------------------------------
2000 1999
---- ----
<S> <C> <C>
Sales $ 3,905,000 $ 3,140,000
Costs and Expenses:
Cost of goods sold 3,267,000 2,783,000
Selling, general and administrative 249,000 215,000
Depreciation 90,000 50,000
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299,000 92,000
Other income (expenses):
Interest expense (56,000) (86,000)
Amortization of intangible assets -- (166,000)
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Income (Loss) before income taxes 243,000 (160,000)
Provision for income taxes -- --
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Net Income (Loss) $ 243,000 $ (160,000)
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Net Income (Loss) per common share:
Basic $ 07 $ (.05)
=========== ===========
Diluted $ .07 $ (.05)
=========== ===========
Weighted average number of common shares outstanding:
Basic 3,401,000 3,401,000
Diluted 3,401,000 3,401,000
</TABLE>
The accompanying notes to consolidated financial statements are an integral
part of this statement.
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CALIFORNIA BEACH RESTAURANTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended July 31,
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2000 1999
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<S> <C> <C>
Operating activities:
Net income (loss) $ 243,000 $ (160,000)
Adjustments to reconcile net income (loss) to cash provided by operations:
Depreciation and amortization 90,000 216,000
Changes in operating assets and liabilities:
Trade and other receivables 31,000 7,000
Inventories 1,000 10,000
Prepaid expenses (7,000) (83,000)
Other assets 1,000 --
Accounts payable (108,000) 379,000
Accrued liabilities 333,000 78,000
Deferred rent (5,000) (5,000)
Other liabilities -- 13,000
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Cash provided by operations 579,000 455,000
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Investing activities:
Additions to fixed assets (30,000) (1,117,000)
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Net cash used in investing activities (30,000) (1,117,000)
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Financing activities:
Principal payments on borrowings (145,000) --
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Net cash used in financing activities (145,000) --
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Net increase (decrease) in cash 404,000 (662,000)
Cash at beginning of period 102,000 1,018,000
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Cash at end of period $ 506,000 $ 356,000
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Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ 56,000 $ 63,000
=========== ===========
Income taxes $ -- $ --
=========== ===========
</TABLE>
The accompanying notes to consolidated financial statements are an integral
part of this statement.
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CALIFORNIA BEACH RESTAURANTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
BASIS OF PRESENTATION
The unaudited consolidated financial statements presented herein include the
accounts of California Beach Restaurants, Inc., and its wholly-owned
subsidiaries (the "Company"). All significant intercompany accounts and
transactions have been eliminated.
The unaudited consolidated financial statements presented herein have been
prepared in accordance with generally accepted accounting principles and the
instructions to Form 10-Q and article 10 of Regulation S-X and do not include
all of the information and footnote disclosures required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, the accompanying financial statements include all adjustments
(consisting of normal recurring accruals) necessary for a fair presentation of
the Company's financial position and results of operations. The results of
operations for the three month period ended July 31, 2000 may not be indicative
of the results that may be expected for the year ending April 30, 2001. These
statements should be read in conjunction with the financial statements and notes
thereto included in the Company's Form 10-K for the year ended April 30, 2000.
Certain amounts have been reclassified in the Fiscal 2000 financial statements
to conform to the Registrant's Fiscal 2001 presentation.
NOTE B - ACCOUNTING PERIODS
The Company's restaurant operations are conducted through its wholly-owned
subsidiary, Sea View Restaurants, Inc. ("Sea View"). The Company's consolidated
financial statements for the three months ended July 31, 2000 and 1999 include
Sea View's operations for the twelve weeks ended July 20, 2000 and July 22,
1999, respectively.
NOTE C - FIXED ASSETS
<TABLE>
<CAPTION>
July 31, 2000 April 30, 2000
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<S> <C> <C>
Leasehold improvements 4,602,000 4,580,000
Furniture and equipment 2,035,000 2,027,000
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6,637,000 6,607,000
Less accumulated depreciation and amortization (3,667,000) (3,576,000)
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$ 2,970,000 $ 3,031,000
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</TABLE>
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CALIFORNIA BEACH RESTAURANTS, INC. AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
RESULTS OF OPERATIONS
RESTAURANT REVENUES
-------------------
Restaurant operations include the results of Gladstone's 4 Fish ("Gladstone's")
in Pacific Palisades, California and RJ's - Beverly Hills in Beverly Hills,
California.
Total sales for the three months ended July 31, 2000 were $3,905,000 compared
with $3,140,000 for the same period last year, an increase of $765,000 or 24.4%.
This increase is attributable to the following: During the three months ended
July 31, 1999, a substantial portion of Gladstone's restaurant seating was
unavailable due to the construction of improvements required by Sea View's
concession agreement ("Concession Agreement") with the County of Los Angeles
("County"). The improvements were completed by October 1999.
As a result of typically more favorable weather and higher tourism during the
summer months from May through September, the Registrant's sales and operating
profits have historically been higher in the first and second quarters of its
fiscal year.
COST OF GOODS SOLD
------------------
Cost of goods sold includes all food, beverages, liquor, direct labor and other
operating expenses, including rent, of the Registrant's restaurant operations.
Cost of goods sold for the three months ended July 31, 2000 was $3,267,000, or,
as a percentage of sales, 83.7% compared with $2,783,000, or, as a percentage of
sales, 88.6% during the same period last year. The decrease in cost of goods
sold as a percentage of sales for the three months ended July 31, as compared to
the comparable period in 1999 is the result of temporary increases in labor and
supplies expenses resulting from the Registrant's continuation of operations
during the construction of substantial improvements to its Gladstone's
restaurant. Additionally, in the prior year the County increased its assessment
of the Gladstone's property, resulting in a property tax increase.
Cost of goods sold will typically be slightly lower during the first and second
quarters due to additional economies of scale that can be achieved with labor
and certain other costs when sales levels are higher. For the fiscal year ended
April 30, 2000, cost of goods sold, as a percentage of sales, was 88.9%.
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SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
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Selling, general and administrative expenses increased by $34,000 or 15.8%
during the three months ended July 31, 2000, as compared to the comparable
period in the prior fiscal year. The increase is attributable to accrual of the
Registrant's legal fees, not incurred in the comparable period of the prior
year.
DEPRECIATION EXPENSE
--------------------
Depreciation expense increased by $40,000 from $50,000 during the three months
ended July 31, 1999 to $90,000 for the three months ended July 31, 2000. The
increase is attributable to the commencement of amortization on leasehold
improvements made at the Gladstone's restaurant.
OTHER INCOME (EXPENSE)
----------------------
Amortization expense relates completely to the Registrant's Goodwill and other
intangible assets and was fully amortized in fiscal 2000. Goodwill amortization
approximated $714,000 during Fiscal 2000.
Interest expense has decreased $30,000 from $86,000 for the three months ended
July 31, 1999 to $56,000 for the three months ended July 31, 2000. This was due
primarily to reduction of outstanding debt.
LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
On March 30, 1999, the Registrant completed a private offering of $1,800,000 of
subordinated, convertible notes ("Subordinated Notes") to a limited number of
existing shareholders of the Registrant who are "accredited investors" within
the meaning of Regulation D promulgated under the Securities Act of 1933, as
amended. The proceeds of the offering were used to retire existing indebtedness
to Outside LLC, an entity affiliated with Overhead (as defined herein), and to
finance the renovations at Gladstone's. The Subordinated Notes are immediately
convertible into common stock of the Registrant at a rate of $1 per share, and
pay interest at 5% per annum. The Registrant may pay interest on the
Subordinated Notes in cash or in kind. The Subordinated Notes mature on March
30, 2003; provided, however, that the holders of the Subordinated Notes may
elect to receive payment for fifty percent of the outstanding Subordinated Notes
on March 30, 2002.
The Registrant has entered into an agreement for tenant improvement and
equipment financing with Lyon Credit Corporation ("TI Facility"). The terms of
the agreement provide for $1,089,000 of credit, to be repaid over a 5 year
period with interest at the rate of 9.94%. This financing is secured by certain
tenant improvements and equipment. At July 31, 2000, the balance due under the
TI Facility was $943,000.
On June 16, 2000, the Registrant entered into a one year, $500,000 revolving
line of credit agreement with US Bank (formerly Santa Monica Bank). The
agreement provides for interest at prime plus 1% on all amounts borrowed,
requires a commitment fee of 1/2%, and is secured by certain assets of the
Registrant, including its license agreement with MCA for use of the name
Gladstone's. It is also guaranteed by Sea View. The agreement requires the
Registrant to comply
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with certain cash flow and liquidity covenants, and includes a 60 consecutive
days out of debt requirement. The Registrant utilized $437,500 of the capacity
of the revolving line of credit as collateral support for a letter of credit
issued by US Bank (formerly Santa Monica Bank) pursuant to the Concession
Agreement. The letter of credit expires in one year and requires a commitment
fee of 1%. At July 31, 2000, the Registrant had no borrowings outstanding under
the line of credit.
The agreement also provides for a $200,000 increase in the maximum amount of the
line of credit from $500,000 to $700,000. The additional increase will be
available to the Registrant during the period November 1, 2000 through March 31,
2001 only, after which the line of credit will revert to its original $500,000
borrowing limit.
The Registrant is exploring various opportunities to expand its operations. The
Registrant's ability to expand is subject to the availability of debt or equity
financing on terms that are acceptable to the Registrant. There can be no
assurance that such financing will be available.
SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS
Except for the historical information contained herein, certain statements in
this Form 10-Q, including statements in this Item are "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Such forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievement of the Registrant, or industry results, to be materially
different from any future results, performance or achievements expressed or
implied by such forward-looking statements. Such factors include, among others,
the following: the Registrant's ability to generate an operating profit based on
the terms of the Concession Agreement; that its principal source of cash is
funds generated from operations; that restaurants historically have represented
a high risk investment in a very competitive industry; general and local
economic conditions, which can, among other things, impact tourism, consumer
spending and restaurant revenues; weather and natural disasters, such as
earthquakes and fires, which can impact sales at the Registrant's restaurants;
quality of management; changes in, or the failure to comply with, governmental
regulations; unexpected increases in the cost of key food products, labor and
other operating expenses in connection with the Registrant's business; and other
factors referenced in this Form 10-Q and the Registrant's other filings with the
SEC.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
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The Company is involved in litigation and threatened litigation
arising in the ordinary course of business. However, it is the opinion
of management that these actions, when finally concluded, will not
have a material adverse effect upon the financial position, results of
operations or cash flows of the Company.
Item 2. Changes in Securities and Use of Proceeds.
-----------------------------------------
None
Item 3. Defaults Upon Senior Securities.
-------------------------------
None
Item 4. Submission of Matters to a Vote of Security Holders.
---------------------------------------------------
Not applicable.
Item 5. Other Information
------------------
Not applicable.
Item 6. Exhibits and Reports on Form 8-K.
--------------------------------
(a) Exhibits
--------
27 - Financial Data Schedule
(b) Reports on Form 8-K
-------------------
None
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CALIFORNIA BEACH RESTAURANTS, INC. AND SUBSIDIARIES
Signature(s)
Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
California Beach Restaurants, Inc. (Registrant)
Dated: September 8, 2000 By: /s/ Alan Redhead
------------------------------------------
Alan Redhead
Chief Executive Officer
Chief Financial Officer
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INDEX TO EXHIBITS
ITEM
NUMBER DESCRIPTION
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27 Financial Data Schedule (A)
(A) FILED HEREWITH ELECTRONICALLY
All filings were made at the commission's office in Washington
D.C.; The Registrant's SEC file number is 0-12226.
13
