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<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 10-QSB/A
AMENDMENT NO. 1
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30,1997
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from___________to______________.
Commission File No. 0-15501
BIKERS DREAM, INC.
(Exact name of Registrant as specified in its charter)
California 33-0140149
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
1420 Village Way, Santa Ana, California 92705
(Address of Principal Executive Offices)
(714) 835-8464
(Issuer's Telephone Number, Including Area Code)
Check whether the Issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the preceding 12 months (or for such
shorter period that the Issuer was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
As of September 30,1997, there were 10,705,154 shares of the Registrant's common
stock outstanding.
Transitional Small Business Disclosure Format
Yes [ ] No [X]
1
<PAGE> 2
PART I - FINANCIAL INFORMATION
The following amended financial statements reflect certain corrected calculation
errors on the previously filed Balance Sheet. The appropriate corrections are
reflected in the Total Assets and Common Stock lines, and the total lines for
Current Liabilities, Total Liabilities, and Total Shareholders equity. There
were no changes made to the Statement of Operations or the Statement of Cash
Flows.
ITEM I. FINANCIAL STATEMENTS
BIKERS DREAM, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
September 30, 1997 And 1996
<TABLE>
<CAPTION>
(Unaudited) (Unaudited)
1997 1996
---------- ----------
<S> <C> <C>
A S S E T S:
Current assets:
Cash and cash equivalents $ 99,287 $ 1,228,208
Accounts receivable, net 677,072 445,874
Inventories 4,627,187 1,527,338
Prepaid expenses and other current assets 95,746 109,293
----------- -----------
Total current assets 5,499,292 3,310,713
Property, equipment and capitalized leases, net 1,448,237 844,636
Goodwill 3,284,439 --
Investment - Joint Venture -- 1,000,000
Deposits and other assets 45,790 37,754
----------- -----------
Total assets $10,277,758 $ 5,193,103
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY:
Current liabilities:
Accounts payable $ 713,918 $ 525,332
Other accrued expenses 1,511,503 873,191
Current portion of long-term debt capital leases 87,703 109,633
Current portion of notes payable 10,693 104,621
Notes payable to shareholders 36,000 96,000
----------- -----------
Total current liabilities 2,359,817 1,708,777
Deferred rent 66,504 70,655
Notes payable, less current portion 79,691 91,422
Long-term debt and capital leases, less current portion 304,084 393,150
Note Payable to shareholder 12,000 --
----------- -----------
Total liabilities 2,822,096 2,264,004
----------- -----------
Commitments and contingencies (Note 5)
Shareholders' equity:
Preferred stock, no par value:
10,000,000 shares authorized, 6,481,388 issued and
outstanding at September 30, 1997 7,128,885 1,102,500
Common stock, no par value; 25,000,000 shares authorized
at September 30, 1997; 10,705,154 and 8,350,031 issued
and outstanding at September 30, 1997 and
September 30, 1996 10,045,542 6,870,624
Accumulated deficit (9,718,765) (5,044,025)
----------- -----------
Total shareholders' equity 7,455,662 (2,929,099)
----------- -----------
Total liabilities and shareholders' equity $10,277,758 $ 5,193,103
=========== ===========
</TABLE>
See the accompanying notes on the previously filed financial statements.
2
<PAGE> 3
BIKERS DREAM, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
For The Quarters and Nine Months Ended September 30, 1997 and 1996
(in thousands except per share)
<TABLE>
<CAPTION>
Three months ended Nine months ended
September 30, September 30,
------------------- -----------------
1997 1996 1997 1996
------ ------ ------ ------
<S> <C> <C> <C> <C>
Revenues:
Product sales $ 4,493 $ 1,776 $12,123 $ 7,329
Financing contracts 25 42 44 202
------ ------ ------ ------
Total revenues 4,518 1,818 12,167 7,531
Cost of goods sold 3,701 1,432 10,280 5,896
------ ------ ------ ------
Gross profit 817 386 1,887 1,635
------ ------ ------ ------
Expenses:
Selling, general and administrative
expenses 1,179 1,091 4,070 3,653
Depreciation and amortization 91 47 251 144
Interest expense 245 58 517 139
Franchise income -- (8) -- (40)
Other expense 160 144 184 300
------ ------ ------ ------
Total expenses 1,675 1,332 5,022 4,196
------ ------ ------ ------
Loss before (provision)
for income taxes (858) (946) (3,135) (2,561)
(Provision) for income taxes -- -- -- --
------ ------ ------ ------
Net loss $ (858) $ (946) $(3,135) $(2,561)
====== ====== ====== ======
Net loss per share $ (0.08) $ (0.14) $(0.33) $ (0.41)
====== ====== ====== ======
Weighted average shares outstanding 10,705 6,787 9,420 6,174
====== ====== ====== ======
</TABLE>
See the accompanying notes on the previously filed financial statements.
3
<PAGE> 4
BIKERS DREAM, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(in thousands)
<TABLE>
<CAPTION>
Nine months ended September 30,
--------------------------------
1997 1996
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (3,135) $ (2,561)
-------- --------
Adjustments to reconcile net loss to net cash provided by
operating activities:
Loss from disposal of fixed assets -- 26
Store closure costs -- 135
Depreciation and amortization 251 153
Past services compensated by Company common stock -- 152
Changes in assets and liabilities:
(Increase) in accounts receivable (535) (159)
(Increase) in inventories (3,185) (336)
Decrease (increase) in prepaid expenses and other
current assets (16) 22
Increase in accounts payable 273 226
Increase in other accrued expenses 493 138
-------- --------
Total adjustments (2,719) 357
-------- --------
Net cash used in operating activities (5,854) (2,204)
-------- --------
Cash flows from investing activities:
Decrease (increase) in deposits (16) 143
Payments for purchases of fixed assets (511) (424)
Increase (decrease) in deferred rent (1) 16
Investment - Joint Venture 1,509 (1,000)
Goodwill - Ultra Acquisition Corporation (3,715) --
-------- ---------
Net cash used in investing activities (2,734) (1,265)
-------- ---------
</TABLE>
See the accompanying notes on the previously filed financial statements.
4
<PAGE> 5
BIKERS DREAM, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(in thousands)
<TABLE>
<CAPTION>
Nine months ended September 30,
-------------------------------
1997 1996
------------ -----------
<S> <C> <C>
Cash flows from financing activities:
Proceeds from short-term notes $ 8,589 $ 570
Proceeds from long-term debt -- 308
Principal payments made on long-term debt and
capitalized leases (61) (46)
Proceeds from issuance of common stock 2,292 2,567
Costs associated with issuance of common stock -- (161)
Proceeds from issuance of preferred stock 6,302 1,225
Costs associated with issuance of preferred stock -- (123)
Proceeds from issuance of convertible notes payable (8,637) 451
Principal payments made on notes payable (36) (129)
Payments on notes payable to shareholders -- (101)
Preferred dividend accrual (10) --
--------- --------
Net cash provided by financing activities 8,439 4,561
--------- --------
Net (decrease) increase in cash and cash equivalents (149) 1,092
Cash and cash equivalents, beginning of period 248 136
--------- --------
Cash and cash equivalents, end of period $ 99 $ 1,228
========= ========
</TABLE>
See the accompanying notes on the previously filed financial statements.
5
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: November 19, 1997
BIKERS DREAM, INC.
By: /s/ Herm Rosenman
--------------------------------------
Herm Rosenman, Chief Executive Officer
and Chief Financial Officer
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