<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(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, 1997
---------------------
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 0-14784
------------------------
CABLE CAR BEVERAGE CORPORATION
-----------------------------------------------------
(Exact name of Registrant as specified in its charter)
DELAWARE 52-0880815
--------------------------- ------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
717 17th Street, Suite 1475, Denver, CO 80202-3314
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(Address of principal executive offices)
(303) 298-9038
--------------------------------------------------
(Registrant's telephone number, including area code)
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(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 for the past 90 days.
Yes X No
The Registrant had 9,098,324 shares of its $.01 par value common stock
outstanding as of November 10, 1997.
<PAGE>
Form 10-Q
3rd Quarter
INDEX
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PAGE
----
PART I - FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements:
----------------------------------
Consolidated balance sheet at September 30, 1997
(Unaudited) and at December 31, 1996 3
Consolidated statement of operations for the three-month
and nine-month periods ended September 30, 1997 and
September 30, 1996 (Unaudited) 4
Consolidated statement of cash flows for the nine-month
periods ended September 30, 1997 and September 30,
1996 (Unaudited) 5
Consolidated statement of changes in stockholders'
equity (Unaudited) 6
Notes to unaudited consolidated financial statements for
the nine-month period ended September 30, 1997 7
Item 2. Management's Discussion and Analysis of
---------------------------------------
Financial Condition and Results of Operations 8
---------------------------------------------
PART II - OTHER INFORMATION 11
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
CABLE CAR BEVERAGE CORPORATION AND SUBSIDIARIES
UNAUDITED CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1997 1996
------------- ------------
<S> <C> <C>
ASSETS
- ------
CURRENT ASSETS:
Cash and cash equivalents $ 1,351,698 $ 1,408,729
Short-term investments 195,042
Accounts receivable, net of allowance for
doubtful accounts of $160,461 and $100,743,
respectively 2,477,909 1,336,094
Inventories, net 3,326,902 2,430,896
Prepaid expenses and other current assets 101,503 23,582
Deferred income tax assets 582,497 394,029
----------- ----------
Total Current Assets 7,840,509 5,788,372
PROPERTY AND EQUIPMENT, NET
Property and equipment less accumulated
depreciation of $187,173 and $144,441,
respectively 129,516 130,778
OTHER ASSETS:
Goodwill and other intangibles, less accumulated
amortization of $446,145 and $387,168,
respectively 1,497,971 591,265
Investment in AMCON Distributing Co. 99,185 99,185
Other assets 52,265 58,603
Deferred income tax assets 370,022 473,579
------------ ------------
$ 9,989,468 $ 7,141,782
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
CURRENT LIABILITIES:
Accounts payable and accrued liabilities $ 331,281 $ 231,408
Accrued income taxes 53,024 146,140
Other current liabilities 1,571,379 782,188
Current portion of long-term debt 250,000
------------ ------------
Total Current Liabilities 2,205,684 1,159,736
------------ ------------
LONG-TERM DEBT 150,000
------------ ------------
STOCKHOLDERS' EQUITY:
Common stock, $.01 par value; 25,000,000
shares authorized; 9,174,681 shares issued
at September 30, 1997 and 8,981,681 issued
at December 31, 1996 91,747 89,817
Additional paid-in capital 10,262,812 9,822,137
Accumulated deficit (2,692,140) (3,901,273)
Less - 76,357 common shares in treasury (28,635) (28,635)
----------- -----------
7,633,784 5,982,046
------------- -------------
$ 9,989,468 $ 7,141,782
</TABLE>
SEE NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
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<PAGE>
CABLE CAR BEVERAGE CORPORATION AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
THREE-MONTHS NINE-MONTHS
ENDED SEPTEMBER 30, ENDED SEPTEMBER 30,
1997 1996 1997 1996
-------- -------- ------- --------
<S> <C> <C> <C> <C>
REVENUES
Sales $ 7,762,071 $ 5,664,924 $20,508,767 $14,597,468
COST AND EXPENSES:
Cost of goods sold 5,544,692 4,085,908 14,668,250 10,549,749
General and
administrative 388,510 306,217 1,328,883 821,346
Selling and
distribution 864,659 503,836 2,250,434 1,469,167
Depreciation and
amortization 44,580 21,785 101,709 63,869
--------- --------- ---------- ----------
6,842,441 4,917,746 18,349,276 12,904,131
--------- --------- ---------- ----------
INCOME FROM OPERATIONS 919,630 747,178 2,159,491 1,693,337
OTHER INCOME AND
(EXPENSES):
Interest income and
other non-operating
income 21,091 11,626 52,435 31,519
Interest expense (42) (270)
INCOME BEFORE INCOME
TAXES 940,721 758,762 2,211,926 1,724,586
PROVISION FOR INCOME
TAXES 424,586 313,647 1,002,793 676,064
------- ------- ---------- ----------
NET INCOME $ 516,135 $ 445,115 $1,209,133 $1,048,522
========= ========= ========== ==========
NET INCOME PER
COMMON SHARE $ .05 $ .05 $ .13 $ .12
========= ========= ========== ==========
WEIGHTED AVERAGE
COMMON AND COMMON
EQUIVALENT SHARES 9,921,964 9,268,101 9,665,592 9,066,057
========= ========= ========== =========
</TABLE>
SEE NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
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<PAGE>
CABLE CAR BEVERAGE CORPORATION AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
NINE-MONTHS ENDED
SEPTEMBER 30,
1997 1996
---------- ----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 1,209,133 $ 1,048,522
Adjustment to reconcile net income to net cash
from operating activities:
Other loss/(gain) 1,973
Depreciation and amortization 101,709 63,869
Provision for loss on accounts receivable 59,718 43,292
Change in assets and liabilities:
Accounts receivable (1,293,821) (865,841)
Inventories (896,006) (691,184)
Prepaid expenses and other current assets (77,921) (7,828)
Other assets 6,338 (69,882)
Deferred income tax assets (84,911) (16,942)
Accounts payable and accrued liabilities 99,873 475,461
Accrued income taxes (93,116) 229,088
Other current liabilities 789,191 429,593
--------- -------
NET CASH FROM (USED IN) OPERATING ACTIVITIES (179,813) 640,121
--------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from short-term investments 195,042
Cash paid to reacquire certain distribution
rights (30,790)
Property and equipment acquisitions (41,470) (52,493)
-------- --------
NET CASH FROM (USED IN) INVESTING ACTIVITIES 122,782 (52,493)
------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on debt (5,585)
Proceeds from issuance of stock 134,998
------- --------
NET CASH FROM FINANCING ACTIVITIES 129,413
------- --------
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS (57,031) 717,041
CASH AND CASH EQUIVALENTS AT BEGINNING OF
PERIOD 1,408,729 576,191
----------- -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 1,351,698 $ 1,293,232
=========== ===========
SUPPLEMENTAL DISCLOSURE OF NON-CASH
FINANCING AND INVESTING ACTIVITIES
Issuance of stock to reacquire certain
distribution rights $ 76,980
Forgiveness of accounts receivable to
reacquire certain distribution rights 92,288
Consideration for amendments made to
licensing agreement with Stewart's
Restaurants:
Common Stock 365,625
Note Payable 400,000
</TABLE>
SEE NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
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<PAGE>
CABLE CAR BEVERAGE CORPORATION AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENT OF CHANGES
IN STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL ACCUMU TREASURY STOCK
PAID-IN -LATED
SHARES AMOUNT CAPITAL DEFICIT SHARES AMOUNT
-------- ------- --------- -------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
Balance,
December 31,
1996 8,981,681 $89,817 $9,822,137 $(3,901,273) 76,357 $(28,635)
Stock issued
to reacquire
certain
distribution
rights 43,000 430 76,550
Stock issued
in
consideration
for amendments
made to licen-
sing agreement
with Stewart's
Restaurants 150,000 1,500 364,125
Net Income 1,209,133
--------- ------- ----------- ------------ ------ ---------
Balance
September 30,
1997 9,174,681 $91,747 $10,262,812 $(2,692,140) 76,357 $(28,635)
========= ======= =========== ============ ====== =========
</TABLE>
SEE NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
-6-
<PAGE>
CABLE CAR BEVERAGE CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Note 1 - Financial Statements Presentation:
- -------------------------------------------
The consolidated interim financial statements of Cable Car Beverage
Corporation (the "Company") at September 30, 1997, and for the nine-month
and three-month periods ended September 30, 1997, and September 30, 1996
are unaudited. In the opinion of management, all adjustments (consisting of
only normal recurring adjustments) necessary to present fairly the
consolidated financial position, results of operations and cash flows for
all periods presented have been made.
The Company's consolidated interim financial statements include the accounts
of its wholly-owned subsidiaries, Old San Francisco Seltzer, Inc. and
Fountain Classics, Inc.
Certain information and substantially all footnote disclosures normally
included in financial statements prepared in accordance with generally
accepted accounting principles have been omitted. It is suggested that
these financial statements be read in conjunction with the fiscal year ended
Company's consolidated financial statements, filed in Form 10-K for December
31, 1996. The results of operations for the period ended September 30, 1997
are not necessarily indicative of the operating results for the full year.
Certain reclassifications have been reflected in the prior period financial
statements to conform to the current year presentations.
Note 2 - Net Income Per Common Share:
- -------------------------------------
Net income per common share was computed under the treasury stock method
using the weighted average number of common shares and dilutive common
stock equivalent shares outstanding during the period. In February 1997,
the FASB issued SFAS No. 128, "Earnings per Share," which is effective for
periods ending after December 15, 1997 and requires changes in the
computation, presentation and disclosure of earnings per share. Earnings
per share for all prior periods must be restated to conform with computation
provisions of SFAS No. 128. The adoption of SFAS No. 128 for the year ended
December 31, 1997 will not have any impact on the Company's reported
financial results.
-7-
<PAGE>
Note 3 - Inventories:
- ---------------------
Inventories consisted of:
September 30, December 31,
1997 1996
------------- -------------
Finished Goods $ 1,871,220 $ 1,330,990
Raw Materials 1,455,682 1,099,906
------------- -------------
$ 3,326,902 $ 2,430,896
============= =============
Note 4 - Merger with Triarc Companies, Inc.
- -------------------------------------------
On June 24, 1997 the Company entered into a definitive agreement (the "Merger
agreement") with Triarc Companies, Inc. ("Triarc") whereby the Company will
become a wholly-owned subsidairy of Triarc. The acquisition is currently
expected to close by the end of November 1997 and is subject to approval
of the Company's shareholders who are scheduled to vote on a proposal to
approve the Merger Agreement on November 25, 1997.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Certain statements in the following discussions regarding the Company's
future products and business plans, financial results, performance and
events are forward-looking statements and are based on current expectations.
Actual results may differ materially due to a number of risks and
uncertainties.
Current Developments
- --------------------
On October 21, the Company announced that a record date of October 23, 1997
has been set for the Special Meeting of Stockholders of the Company to
consider and vote upon the approval of the Agreement and Plan of Merger
among the Company, Triarc Companies, Inc. and CCB Merger Corporation. The
Special Meeting is scheduled to be held in Denver, Colorado on November 25,
1997 (see Part II, Item 5, below).
During the third quarter, the Company recorded the issuance of 150,000
shares of the Company's common stock and $400,000 in a note payable to
Stewart's Restaurants, Inc. in consideration for amendments made to its
licensing agreements with Stewart's Restaurants, Inc. (see Part II, Item
5, below).
Results of Operations
- ---------------------
Comparison of the nine-month periods ended September 30, 1997 and September
30, 1996
- ---------------------------------------------------------------------------
Revenue for the nine-months ended September 30, 1997 was $20,508,767 versus
revenue of $14,597,468 for the nine-months ended September 30, 1996. This
increase of $5,911,299, or 40%, was primarily due to increased sales of
Stewart's brand products.
Cost of goods sold increased by $4,118,501 for the comparative nine-months
ended September 30, 1997 and September 30, 1996. As a percentage of sales,
cost of goods sold decreased to 71.5% for the nine-months ended September 30,
-8-
<PAGE>
1997 from 72.3% for the nine-months ended September 30, 1996. The improved
gross margin was primarily due to favorable sweetener costs compared with
the nine-months ended September 30, 1996.
General and administrative expenses increased by $507,537 for the nine-months
ended September 30, 1997 compared to the nine-months ended September 30,
1996. General and administrative costs also increased as a percentage of
sales to 6.5% from 5.6% for the nine-months ended September 30, 1997 and
1996, respectively. This increase is primarily the result of $377,674 of
expenses related to the proposed merger with Triarc Companies, Inc. (see Part
II, Item 5, below). These expenses are non-recurring and are not related to
ongoing operations of the Company. Excluding these merger related expenses,
general and administrative expenses would have been $951,209 or 4.6% of
sales.
Selling and distribution expenses increased $781,267 for the comparative
nine-months ended September 30, 1997 from September 30, 1996, primarily due
to increased promotional spending on the Stewart's brand products. As a
percentage of sales, selling expenses increased for the period to 11% from
10.1% which is primarily the result of these increased promotional
expenses.
Pre-tax income rose $487,340, or 28.3%, to $2,211,926 for the nine-months
ended September 30, 97 from $1,724,586 for the nine-months ended September
30, 1996. Net income rose $160,611, or 15.3%, to $1,209,133 from $1,048,522
for the comparative periods ending September 30, 1997 and 1996, respectively.
Excluding merger related costs, pre-tax income would have risen 50% to
$2,589,600 and net income would have increased 51% to $1,586,807 for the
nine-month period compared to the prior year period.
Comparison of the three-month periods ended September 30, 1997 and September
30, 1996
- ----------------------------------------------------------------------------
Revenue for the three-months ended September 30, 1997 was $7,762,071 versus
revenue of $5,664,924 for the three-months ended September 30, 1996. This
increase of $2,097,147, or 37%, was primarily due to increased sales of
Stewart's brand products.
Cost of goods sold increased by $1,458,784 for the comparative three-months
ended September 30, 1997 and September 30, 1996. As a percentage of sales,
cost of goods sold decreased to 71.4% for the three-months ended September
30, 1997 from 72.1% for the three-months ended September 30, 1996. The
improved gross margin was primarily due to favorable sweetener costs
compared with the three-months ended September 30, 1996.
General and administrative expenses increased by $82,293 for the three-months
ended September 30, 1997 compared to the three-months ended September 30,
1996. General and administrative costs also decreased as a percentage of
sales to 5% from 5.4% for the three-months ended September 30, 1997 and 1996,
respectively. $64,858 of expenses related to the proposed merger with
Triarc Companies, Inc. (see Part II, Item 5, below) were recorded during the
third quarter 1997. These expenses are non-recurring and are not related to
ongoing operations of the Company. Excluding these merger related expenses,
general and administrative expenses would have been $323,652 or 4.2% of sales.
-9-
<PAGE>
Selling and distribution expenses increased $360,823 for the comparative
three-months ended September 30, 1997 from September 30, 1996 and also
increased as a percentage of sales from 8.9% to 11.1% for the comparative
three-month periods. This increase is primarily the result of higher
Stewart's promotional spending.
Pre-tax income rose $181,959, or 24%, to $940,721 for the three-months ended
September 30, 1997 from $758,762 for the three-months ended September 30,
1996. Net income increased $71,020, or 16%, to $516,135 from $445,115 for
the comparative three-month periods ended September 30, 1997 and 1996,
respectively. Excluding merger related costs, pre-tax income would have
risen 33% to $1,005,579 and net income would have increased 31% to $580,993
for the three-month period compared to the prior year period.
Because the Triarc merger related expenses are not deductible for tax
purposes, the Company's annual effective tax rate for 1997 is expected to
be 45% and this effective tax rate is reflected in the provision for the
three-months and nine-months ended September 30, 1997.
Liquidity and Capital Resources
- -------------------------------
The Company's current ratio at September 30, 1997 was 3.6 as compared to 5.0
at December 31, 1996. Working capital at September 30, 1997 was $5,634,825
as compared to $4,628,636 at December 31, 1996. For the nine-months ended
September 30, 1997, cash decreased by $57,031. The principal use of cash
during this period was for operating activities. Inventories and accounts
receivable increased significantly as a result of increased sales. Net
income adjusted for depreciation, amortization and other provisions
generated $1,370,560 in cash. Accounts receivable and inventories increased
by a total of $2,189,827, and accounts payable and other current liabilities
increased $889,064. Investing activities provided cash of $122,782,
primarily from proceeds from the sale of short-term investments.
The Company intends to utilize cash from operations to meet its ongoing
obligations. The Company also maintains a bank line of credit in the amount
of $500,000 which it may utilize from time to time to meet seasonal cash
needs. Management does not expect liquidity problems for the next twelve
months assuming the Company can maintain or exceed its current sales
volume, and expenses as a percentage of sales remain relatively constant.
Forward-Looking Statements
- --------------------------
Certain statements in this Quarterly Report on Form 10-Q that are not
historical facts constitute "forward-looking statements" within the meaning
of the Private securities Litigation Reform Act of 1995. Such forward-looking
statements involve risks, uncertainties and other factors which may cause
the actual results, performance or achievements of the Company and its
subsidairies to be materially different from any future results, performance
or achievements express or implied by such forward-looking statements.
Such factors include, but are not limited to general economic and business
conditions; the costs of raw materials, the ability of the Company to
maintain margins; continued or new relationships with distributors and brand
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<PAGE>
support, changes in consumer preferences; government regulations and other
factors. The Company undertakes no obligation to revise any forward-looking
statements in order to reflect events or circumstances that may arise after
the date of this report.
PART II - OTHER INFORMATION
Item 5. Other Information
Merger Agreement - Triarc Companies, Inc.
- -----------------------------------------
On June 24, 1997 the Company entered into a definitive agreement with Triarc
Companies, Inc. ("Triarc") (NYSE:TRY) whereby the Company agreed to be
merged with a wholly-owned subsidiary of Triarc (the "Merger Agreement").
Approval of the Merger Agreement and the proposed merger (the "Merger")
requires the affirmative vote of a majority of the outstanding
shares of the Company's common stock.
Pursuant to the proposed Merger, each share of the Company's Common Stock
issued and outstanding immediately prior to the effective time of the Merger
(other than treasury shares and shares held by Triarc and its subsidiaries
and subsidiaries of the Company, all of which will be canceled, and shares
with respect to which the holder has exercised appraisal rights under
Delaware law) will be converted into the right to receive 0.1722 of a share
(the "Conversion Price") of Class A common stock, par value $.10 per share,
of Triarc (the "Triarc Common Stock"), subject to the adjustment described
below, and any cash to be paid in lieu of fractional shares of Triarc Common
Stock. The Conversion Price is subject to adjustment as follows: (i) if
the Average Triarc Share Price (based on the average closing price for 15
consecutive trading days immediately preceding closing) is less than $18.875,
then the Conversion Price shall be adjusted to equal the quotient obtained by
dividing $3.25 by such Average Triarc Share Price, and (ii) if the Average
Triarc Share Price is greater than $24.50, then the Conversion Price shall
be adjusted to equal the quotient obtained by dividing $4.22 by such Average
Triarc Share Price.
Triarc is a holding company which, through its subsidiaries, is engaged in
the following businesses: beverages, restaurants, dyes and specialty
chemicals and liquefied petroleum gas. The beverage operations are
conducted by the Triarc Beverage Group through Royal Crown Company, Inc.,
Mistic Brands, Inc. and, since its acquisition on May 22, 1997, Snapple
Beverage Corp. The restaurant operations are conducted by the Triarc
Restaurant Group through Arby's, Inc. The dyes and specialty chemical
operations are conducted through C.H. Patrick & Co., Inc., and the liquefied
petroleum gas operations are conducted through National Propane Corporation,
the managing general partner of National Propane Partners, L.P., and its
operating subsidiary partnership, National Propane, L.P.
-11-
<PAGE>
On October 24, 1997, the Company's Proxy Statement and Triarc's Prospectus
was sent to the Company's stockholders of record noticing a special meeting
of stockholders on November 25, 1997 to vote upon the approval of the
Agreement and Plan of Merger.
Stockholders Agreement
- ----------------------
As a condition to its entering into the Merger Agreement, Triarc required
Samuel M. Simpson, the President and Chief Executive Officer of the Company,
Susan L. Neff, Mr. Simpson's wife, William H. Rutter, a director of the
Company, and Susan L. Fralick, Mr. Rutter's wife (collectively, the
"Subject Stockholders"), to enter into a Stockholders Agreement, as
amended (the "Stockholders Agreement"). The Subject Stockholders own an
aggregate of 1,766,409 shares of the Company's Common Stock, or approximately
19.7% of the shares of the Company's Common Stock, which are subject to the
terms of the Stockholders Agreement (such amount does not include 12,200
shares owned by them but not subject to the Stockholders Agreement).
Each Subject Stockholder has agreed that at any meeting of the holders of
the Company's Common Stock, he or she will, until the effective time or the
termination of the Merger Agreement, vote or cause to be voted such Cable
Car Common Stock and any of the Company's Common Stock acquired by them
after the date of the Stockholders Agreement in favor of approval of the
Merger Agreement and the merger and against certain other actions. Moreover,
each Subject Stockholder has also granted Triarc an irrevocable proxy to
vote his or her shares of stock as specified above in the event that such
Subject Stockholder fails to so vote his or her stock in the agreed upon
manner.
In addition, pursuant to the Stockholders Agreement, each Subject Stockholder
has granted to Triarc an exclusive and irrevocable option to purchase his or
her stock in whole but not in part under certain circumstances at a price per
share in cash equal to the product obtained by multiplying 0.1722 (the
"Option Conversion Price") times the average (without rounding) of the
closing prices per share of Triarc Common Stock on the NYSE on the NYSE
Composite Tape for the 15 consecutive NYSE trading days ending on the NYSE
trading day immediately preceding the date of the closing of the exercise of
the option (the "Option Average Share Price"), subject to the following
adjustment: if the Option Average Share Price is less than $18.875, then the
Option Conversion Price will be adjusted to equal the quotient obtained by
dividing $3.25 by the Option Average Share Price, and if the Option Average
Share Price is greater than $24.50, then the Option Conversion Price will be
adjusted to equal the quotient obtained by dividing $4.22 by the Option
Average Share Price.
Agreements with Stewart's
- -------------------------
On June 24, 1997 and further amended on August 11, 1997, the Company entered
into agreements with Stewart's Restaurants, Inc. ("Stewart's Restaurants")
amending and modifying its licensing agreements with Stewart's Restaurants
(the "Stewart's Master Agreement" and the "Stewart's Fountain Agreement").
Among other things, these amendments (i) gave the Company ownership of the
formulas for and manufacturing rights to concentrates used to make Stewart's
soft drinks; (ii) provide that the Company is permitted to use the Stewart's
trademark on any other product of any type; and (iii) granted to the Company
the perpetual exclusive worldwide license to manufacture, distribute and
sell post-mix syrups and premixes for Stewart's beverages (fountain-type
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<PAGE>
beverages) thoughout the world, subject to certain rights retained by
Stewart's Restaurants. As consideration for these amendments, the Company
agreed to issue to Stewart's Restaurants an aggregate of 150,000 shares of
the Company's Common Stock and to pay Stewart's Restaurants $400,000 in cash,
of which $250,000 is payable on March 31, 1998 and $150,000 is payable on
March 31, 1999.
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<PAGE>
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
(2)-1 Agreement and Plan of Merger - Triarc Companies, Inc.***
3 (i) Certificate of Incorporation*
3 (ii) Certificate of Amendment (Changing Name)**
3 (iii) By-Laws*
(10)-V Agreement - Stewart's Restaurants, Inc.***
(10)-W Agreement - Stewart's Restaurants, Inc.***
(10)-X Stockholders Agreement - Samuel M. Simpson and William H.
Rutter***
* Incorporated by reference to Form 10-K dated 10/09/87
** Incorporated by reference to Form S-1 filed 09/25/89 (SEC #33-30480)
*** Incorporated by reference to Form 8-K filed July 2, 1997 (SEC #0-14784)
(b) Reports on Form 8-K
The Registrant filed a Report on Form 8-K on July 2, 1997 relating to the
proposed merger with Triarc, the Stockholders' Agreement with Triarc and
the agreements with Stewart's Restaurants, Inc.
The Registrant filed a Report on Form 8-K on August 21, 1997 relating to
amendments to agreements with Stewart's Restaurants, Inc.
-14-
<PAGE>
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, hereunto duly authorized.
(Registrant) CABLE CAR BEVERAGE CORPORATION
BY)Signature) /s/Samuel M. Simpson
(Date) November 10, 1997
(Name and Title) Samuel M. Simpson
President
BY(Signature) /s/Myron D. Stadler
(Name and Title) Myron D. Stadler
Chief Accounting Officer
-15-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 1,351,698
<SECURITIES> 0
<RECEIVABLES> 2,638,370
<ALLOWANCES> 160,461
<INVENTORY> 3,326,902
<CURRENT-ASSETS> 7,840,509
<PP&E> 316,689
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0
0
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</TABLE>
