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Previous: POLK AUDIO INC, SC 13G, 2000-02-08 |
Next: KING INVESTMENT ADVISORS INC/TX, 13F-HR, 2000-02-08 |
<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the quarterly period ended September 30, 1999
Commission file number 01-15109
CREATIVE RESTAURANT CONCEPTS, INC.
(Exact name of registrant as specified in its amended charter)
Oklahoma 73-1251800
(State of other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
100 N. Broadway, Suite 1890, Oklahoma City, OK 73102
(Address of principal executive offices)
(405) 235-4960
(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 the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Common Stock, Par Value $.005 per share
15,290,576 Shares outstanding as of September 30, 1999
Transitional Small Business Disclosure Format Yes ___ No X
<PAGE>
CREATIVE RESTAURANT CONCEPTS, INC.
BALANCE SHEET
<TABLE>
<CAPTION>
September 30 December 31
1999 1998
(Unaudited) (Audited)
---------------------- ----------------------
<S> <C> <C>
Assets
Current Assets
Cash and Temporary Investments $ 2,332 $ (3,625)
Notes Receivable 171,564 --
Inventory 19,259 13,566
Prepaid Expenses 10,475 --
---------------------- ----------------------
Total Current Assets 203,630 9,941
Fixed Assets
Furniture and Equipment 263,382 348,901
Less : Accumulated Depreciation (120,101) (109,077)
---------------------- ----------------------
Total Fixed Assets 143,381 239,824
Other Assets
Organizational Costs 4,000 10,028
Deposits 6,621 6,620
Goodwill 232,239 0
Investments in J/V 212,806 0
---------------------- ----------------------
Total Other Assets 455,766 16,648
TOTAL ASSETS $ 802,777 $ 372,011
====================== ======================
</TABLE>
*See Accompany Notes
2
<PAGE>
CREATIVE RESTAURANT CONCEPTS, INC.
BALANCE SHEET CONTINUED
<TABLE>
<CAPTION>
September 30 December 31
1999 1998
(Unaudited) (Audited)
-------------------- -------------------
<S> <C> <C>
Liabilities and Stockholders Equity
Current Liabilities
Accounts Payable $ 301,761 $ 181,335
Accrued Expenses 145,081 140,589
Notes Payable 836,771 934,792
------------------- -------------------
Total Current Liabilities 1,283,613 1,256,716
Stockholders Equity
Series B, 10% Cumulative Convertible
Preferred Stock - Par Value $.10, 20,000
Shares Authorized Issued and
Outstanding 2,639 2,500
Series AA, 6% Convertible Preferred
Stock - Par Value $.10, 25,000 Shares
Authorized and 14,850 Issued and
Outstanding 148,500 148,500
Common Stock - Par Value $.005
50,000,000 Shares Authorized and
15,290,576 Outstanding 76,452 45,970
Additional Paid in Capital 6,904,877 5,881,256
Retained Earnings (Deficit) (7,847,482) (7,192,900)
-------------------- -------------------
Less Treasury Stock 4,530 Shares
at Cost (1,202) (1,202)
-------------------- -------------------
Total Stockholders Equity (713,838) (1,115,876)
TOTAL LIABILITIES AND STOCK-
HOLDERS EQUITY $ 802,777 $266,413
==================== ===================
</TABLE>
*See Accompanying Notes
3
<PAGE>
CREATIVE RESTAURANT CONCEPTS, INC.
STATEMENT OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
For the Nine Months Ended
September 30
(Unaudited)
--------------------------------------------------
1999 1998
---------------------- --------------------
<S> <C> <C>
Revenues $ 1,348,009 $ 535,055
Cost of Sales 571,830 203,934
---------------------- --------------------
Gross Profit 776,179 331,121
Costs and Expenses
General and Administration 953,468 596,278
Interest 56,143 35,026
Depreciation 123,400 162,296
---------------------- --------------------
Net Loss (356,832) (462,479)
Loss Per Common Share (0.02) (0.07)
Average Number of Common Shares
Outstanding 15,290,576 7,609,513
</TABLE>
*See Accompany Notes
4
<PAGE>
CREATIVE RESTAURANT CONCEPTS, INC.
STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
For the Nine Months
Ended September 30
(Unaudited)
--------------------------------------------------
1999 1998
--------------------- ----------------------
<S> <C> <C>
Operating Activities
Net Loss $ (356,832) (582,728)
Adjustments to Reconcile Net Income
and Net Cash Provided by Operating Activities --
Changes in Assets and Liabilities
(Increase) Decrease in Inventory 4,887 (14,372)
(Increase) Decrease in Accounts
Payable and Accrued Expenses (179,745) 122,016
--------------------- ----------------------
Total Adjustments (174,858) (107,644)
Net Cash Used by Operations (531,690) (475,094)
Cash Flow from Investment Activities
Purchase of Property and Other Assets --
Sale of Property and Equipment -- 316,761
--------------------- ----------------------
Net Cash Flow from Investment -- (316,761)
Accounts
Cash Flow from Financing Activities
Proceeds from Warrant Exercise,
Stock Issuance and Notes Issued 29,750 810,908
--------------------- ----------------------
Net Increases (Decreases) in Cash (501,940) 800
Cash at Beginning of Period (3,625) (6,458)
Cash at End of Period 2,332 (5,648)
Supplemental Cash Flow Information
Cash Paid for Interest 0 0
Cash Paid for Taxes 0 0
</TABLE>
5
<PAGE>
CREATIVE RESTAURANT CONCEPTS, INC.
STATEMENT OF SHAREHOLDERS EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999
(UNAUDITED)
<TABLE>
<CAPTION>
Common Stock
Series Series
B AA Paid in
Preferred Preferred Shares Amount Capital
-------------- -------------- ----------------- --------------- ---------------
<S> <C> <C> <C> <C> <C>
Beginning
Balance 1/1/99 $ 2,639 $148,500 9,556,560 $47,782 $5,881,256
Adjustments for 0 0 0 0 866,016
GFCC Acquisition
Common Stock 0 0 5,734,016 28,670 0
Issued for
Payment of Debt
and Financing
Preferred Stock 0 0 0 0 0
Issued for Debt
Net Loss 0 0 0 0 0
-------------- -------------- ----------------- --------------- ---------------
Balance 6/30/98 $ 2,639 $148,500 15,290,576 $76,452 $6,904,877
============== ============== ================= =============== ===============
Retained
Financing Treasury
(Deficit) Stock
----------------- --------------
<S> <C> <C>
Beginning
Balance 1/1/99 $7,192,900 (1,202)
Adjustments for 0 0
GFCC Acquisition
Common Stock 0 0
Issued for
Payment of Debt
and Financing
Preferred Stock 0 0
Issued for
Debt
Net Loss 0 0
----------------- --------------
Balance 6/30/98 $(356,832) (1,202)
================= ==============
</TABLE>
*See Accompanying Notes
6
<PAGE>
PART I
CREATIVE RESTAURANT CONCEPTS, INC.
NOTES TO FINANCIAL STATEMENTS
Item 1. Business:
In the opinion of the Company, the accompanying unaudited financial
statements contained all adjustments (consisting only of normal
recurring accruals) necessary to present the financial position as of
September 30, 1999 and the results operations and statements of cash
flows for the three months ended September 30, 1999 and it is not
necessarily indicative of the results to be expected for the full
year.
A. Presentation of Prior Year Information:
As of September 30, 1998, the Company owned and operated one
City Bites Sandwich Shop in Wichita, Kansas (sold in December,
1998) and three Ground Floor Cafes in Oklahoma City (purchased
in May, 1998).
B. Accounting Policies:
During interim periods the Company follows the accounting
policies set forth in its consolidated financial statements
included in its annual report on Form 10-KSB. Reference should
be made to such financial statements for information on such
accounting policies and further financial details.
Item 2. Management's Discussion and Analysis of Plan of Operations:
A. Operations: As of September 30, 1998, the Company operated
one City Bites Sandwich Shop in Wichita, Kansas and three
Ground Floor Cafes in Oklahoma City. In January, 1999 the
Company acquired two Crockett's Smokehouse Restaurants in
Oklahoma City, OK. In September, 1999 the Company closed the
Ground Floor Cafe located at Reno and I-244 located inside
the Mathis Brothers furniture store. There was no gain or
loss on the closing.
Revenues for the nine months ended September 30, 1999 were
$1,348,009 vs. $535,055 for the same period in 1998. The 251%
increase was due to the Crockett's Restaurants owned in 1999
that were not owned in 1998 plus same store sales increases in
the Ground Floor Cafes of 5% above 1998 sales levels. Costs of
sales for the 1999 nine month period were $571, 830 or 42.3%
vs. $203,934 or 38% for the same period in 1998. Cost increases
were due to higher food costs in the Crocketts restaurants in
1999 that were not owned in 1998, nine months ended 1998.
General and Administrative Expenses for the nine month period
ended September 30, 1999 were $953,468 vs. $596,278 for the
same period in 1998. The increase reflects the two Crockett's
restaurants owned in 1999.
7
<PAGE>
B. Liquidity: The Company had a working capital deficit of
$1,079,983 for the nine month period ended September 30, 1999
vs. $1,246,775 as of December 31, 1998. The decrease in deficit
is due to an increase in Notes Receivable in the nine months
ended September 30, 1999.
Part II - Other Information
Item 3. Exhibits and Reports on Form 8-K
The following exhibits are included herein:
11) Statement of Computation of Earnings Per Common Share
b) The Company did not file any reports on form 8-K during the
quarter.
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Cala Corporation
formerly Creative Restaurant Concepts, Inc.
DATED: February 8, 2000 By: /s/Joseph Johnston
Vice President - Chief Financial
Officer
8
<PAGE>
11) Statement re: Computation of Earnings Per Share
<TABLE>
<CAPTION>
For the Nine Months Ended
September 30
(Unaudited)
----------------------------------------------------------
1999 1998
------------------------- ------------------------
<S> <C> <C>
Net Loss for Computing Earnings $(356,832) $ (462,479
per Common Share
Weighted Average Number of Common Shares 15,290,576 7,609,513
Outstanding During Each Period Without
Dilution
Addition from Assumed Exercise of 400,500 153,750
Common Stock Warrants
Addition from Assumed Conversion 225,000 225,000
of Preferred Stock
------------------------- ------------------------
15,916,176 7,849,880
Net Income Per Common Stock Share
Without Dilution $(0.02) $ (0.07
Fully Diluted $(0.02) $ (0.06
</TABLE>
9
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 2,332
<SECURITIES> 0
<RECEIVABLES> 171,564
<ALLOWANCES> 0
<INVENTORY> 19,259
<CURRENT-ASSETS> 203,630
<PP&E> 263,382
<DEPRECIATION> 120,101
<TOTAL-ASSETS> 802,777
<CURRENT-LIABILITIES> 1,233,613
<BONDS> 0
0
151,139
<COMMON> 76,452
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 802,777
<SALES> 1,348,009
<TOTAL-REVENUES> 1,348,009
<CGS> 571,830
<TOTAL-COSTS> 1,076,868
<OTHER-EXPENSES> 953,468
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 56,143
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (356,832)
<EPS-BASIC> (0.02)
<EPS-DILUTED> (0.02)
</TABLE>
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