<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 June 30, 1997
----------------
OR
[X] 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
---------------------------------------------------
(Address of principal executive offices)
(303) 298-9038
--------------------------------------------------
(Registrant's telephone number, including area code)
--------------------------------------------------
(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 8,948,324 shares of its $.01 par value common stock
outstanding as of August 8, 1997.
<PAGE>
Form 10-Q
2nd Quarter
INDEX
PAGE
----
PART I - FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements:
- ------------------------------------------
Consolidated balance sheet at June 30, 1997 (Unaudited)
and at December 31, 1996 3
Consolidated statement of operations for the six-month
and three-month periods ended June 30, 1997 and June
30, 1996 (Unaudited) 4
Consolidated statement of cash flows for the six-month
periods ended June 30, 1997 and June 30, 1996
(Unaudited) 5
Consolidated statement of changes in stockholders'
equity (Unaudited) 6
Notes to unaudited consolidated financial statements for
the six-month period ended June 30, 1997 7
Item 2. Management's Discussion and Analysis of
---------------------------------------
Financial Condition and Results of Operations 8
---------------------------------------------
PART II - OTHER INFORMATION 11
-2-
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
CABLE CAR BEVERAGE CORPORATION AND SUBSIDIARIES
-----------------------------------------------
UNAUDITED CONSOLIDATED BALANCE SHEET
------------------------------------
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1997 1996
<S> <C> <C>
ASSETS
- ------
CURRENT ASSETS:
Cash and cash equivalents $ 1,229,406 $ 1,408,729
Short-term investments 195,042
Accounts receivable, net of allowance for
doubtful accounts of $143,025 at June
30, 1997 and $100,743 at December 31,
1996 2,694,410 1,336,094
Inventories, net 3,246,493 2,430,896
Prepaid expenses and other current assets 86,012 23,582
Deferred income tax assets 519,950 394,029
--------- ---------
Total Current Assets 7,776,271 5,788,372
PROPERTY AND EQUIPMENT, NET
Property and equipment less accumulated
depreciation of $173,896 at June 30, 1997
and $144,441 at December 31, 1996 127,945 130,778
OTHER ASSETS:
Goodwill and other intangibles, less
accumulated amortization of $414,842 at
June 30, 1997 and $387,168 at December 31,
1996 763,649 591,265
Investment in AMCON Distributing Co. 99,185 99,185
Other assets 1,312 58,603
Deferred income tax assets 404,541 473,579
----------- -----------
$ 9,172,903 $ 7,141,782
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
CURRENT LIABILITIES:
Accounts payable and accrued liabilities $ 795,227 $ 231,408
Accrued income taxes 66,360 146,140
Other current liabilities 1,559,292 782,188
--------- ---------
Total Current Liabilities 2,420,879 1,159,736
--------- ---------
STOCKHOLDERS' EQUITY:
Common stock, $.01 par value; 25,000,000
shares authorized; 9,024,681 shares issued
at June 30, 1997 and 8,981,681 issued at
December 31, 1996 90,247 89,817
Additional paid-in capital 9,898,687 9,822,137
Accumulated deficit (3,208,275) (3,901,273)
Less - 76,357 common shares in treasury (28,635) (28,635)
---------- ----------
6,752,024 5,982,046
----------- -----------
$ 9,172,903 $ 7,141,782
=========== ===========
</TABLE>
SEE NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
-3-
<PAGE>
CABLE CAR BEVERAGE CORPORATION AND SUBSIDIARIES
-----------------------------------------------
UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS
----------------------------------------------
<TABLE>
<CAPTION>
THREE-MONTHS SIX-MONTHS
ENDED JUNE 30, ENDED JUNE 30,
1997 1996 1997 1996
------ ------ ------ ------
<S> <C> <C> <C> <C>
REVENUE:
Sales $ 7,388,832 $ 5,249,735 $12,746,696 $ 8,932,544
COST AND EXPENSES:
Cost of goods sold 5,283,393 3,766,940 9,123,558 6,463,841
General and
administrative 668,652 273,375 940,373 515,129
Selling and distribution 735,603 521,183 1,385,775 965,331
Depreciation and
amortization 33,410 22,277 57,129 42,084
--------- --------- ---------- ---------
6,721,058 4,583,775 11,506,835 7,986,385
--------- --------- ---------- ---------
INCOME FROM OPERATIONS 667,774 665,960 1,239,861 946,159
OTHER INCOME AND
(EXPENSES):
Interest income and other
non-operating income 15,220 9,629 31,344 19,893
Interest expense (83) (228)
--------- --------- --------- ---------
INCOME BEFORE INCOME
TAXES 682,994 675,506 1,271,205 965,824
PROVISION FOR INCOME
TAXES 340,988 245,455 578,207 362,417
----------- ----------- ----------- -----------
NET INCOME $ 342,006 $ 430,051 $ 692,998 $ 603,407
=========== =========== =========== ===========
NET INCOME PER
COMMON SHARE $ .04 $ .05 $ .07 $ .07
=========== =========== =========== ===========
WEIGHTED AVERAGE
COMMON AND COMMON
EQUIVALENT SHARES 9,687,764 9,050,647 9,602,700 9,022,000
=========== =========== =========== ===========
</TABLE>
SEE NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
-4-
<PAGE>
CABLE CAR BEVERAGE CORPORATION AND SUBSIDIARIES
-----------------------------------------------
UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS
----------------------------------------------
<TABLE>
<CAPTION>
SIX-MONTHS ENDED
SEPTEMBER 30,
1997 1996
---------- ----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 692,998 $ 603,407
Adjustment to reconcile net income to net
cash from operating activities:
Depreciation and amortization 57,129 42,084
Provision for loss on accounts receivable 42,282 21,332
Change in assets and liabilities:
Accounts receivable (1,492,886) (845,677)
Inventories (815,597) (545,604)
Prepaid expenses and other current assets (62,430) (14,749)
Other assets 57,291 (72,161)
Deferred income tax assets (56,883) 44,363
Accounts payable and accrued liabilities 563,819 597,424
Accrued income taxes (79,780) 220,753
Other current liabilities 777,104 193,353
----------- -----------
NET CASH FROM (USED IN) OPERATING ACTIVITIES (316,953) 244,525
----------- -----------
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 (26,622) (39,141)
----------- -----------
NET CASH FROM (USED IN) INVESTING ACTIVITIES 137,630 (39,141)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on debt (4,389)
Proceeds from issuance of stock 134,998
----------- ----------
NET CASH FROM FINANCING ACTIVITIES 130,609
----------- ----------
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS (179,323) 335,993
CASH AND CASH EQUIVALENTS AT BEGINNING OF
PERIOD 1,408,729 576,191
----------- -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 1,229,406 $ 912,184
=========== ===========
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
</TABLE>
SEE NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
-5-
<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
distri-
bution
rights 43,000 430 76,550
Net
Income 692,998
--------- -------- --------- ---------- ------- ----------
Balance
June 30,
1997 9,024,681 $ 90,247 $9,898,687 $(3,208,275) 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 June 30, 1997, and for the six-month and
three-month periods ended June 30, 1997, and June 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 June 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 a material impact on the Company's reported financial
results.
-7-
<PAGE>
Note 3 - Inventories:
Inventories consisted of:
June 30, December 31,
1997 1996
----------- -----------
Finished Goods $ 1,519,816 $ 1,330,990
Raw Materials 1,726,677 1,099,906
----------- -----------
$ 3,246,493 $ 2,430,896
=========== ===========
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 product 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
- --------------------
During the second quarter, the Company reacquired territorial marketing and
distribution rights from certain of its distributors located in the
northeastern United States. The cost to reacquire these territorial
distribution rights totaled $200,058, of which $30,790 was paid in cash,
$92,288 was accounts receivable forgiven, and the remainder was paid through
the issuance of the Company's common stock.
Results of Operations
- ---------------------
Comparison of the six-month periods ended June 30, 1997 and June 30, 1996
- -------------------------------------------------------------------------
Revenue for the six-months ended June 30, 1997 was $12,746,696 versus
revenue of $8,932,544 for the six-months ended June 30, 1996. This increase
of $3,814,152, or 43%, was primarily due to increased sales of Stewart's
brand products.
Cost of goods sold increased by $2,659,717 for the comparative six-months
ended June 30, 1997 and June 30, 1996. As a percentage of sales, cost of
goods sold decreased to 71.6% for the six-months ended June 30, 1997 from
72.4% for the six-months ended June 30, 1996. The improved gross margin was
primarily due to favorable sweetener costs compared with the six months
ended June 30, 1996.
-8-
<PAGE>
General and administrative expenses increased by $425,244 for the six-months
ended June 30, 1997 compared to the six-months ended June 30, 1996. General
and administrative costs also increased as a percentage of sales to 7.4%
from 5.8% for the six-months ended June 30, 1997 and 1996, respectively.
This increase is primarily the result of approximately $313,000 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
$627,557 or 4.9% of sales.
Selling and distribution expenses increased $420,444 for the comparative
six-months ended June 30, 1997 from June 30, 1996, primarily due to
increased promotional spending on the Stewart's brand products. As a
percentage of sales, selling expenses were relatively constant at 11%.
Pre-tax income rose $305,381, or 32%, to $1,271,205 for the six-months ended
June 30, 1997 from $965,824 for the six-months ended June 30, 1996. Net
income rose $89,591, or 15%, to $692,998 from $603,407 for the comparative
periods ending June 30, 1997 and 1996, respectively. Excluding merger
related costs, pre-tax income would have risen 64% to $1,584,021 and net
income would have increased 57% to $949,522 for the six-month period
compared to the prior year period.
Comparison of the three-month periods ended June 30, 1997 and June 30, 1996
- ---------------------------------------------------------------------------
Revenue for the three-months ended June 30, 1997 was $7,388,832 versus
revenue of $5,249,735 for the three-months ended June 30, 1996. This
increase of $2,139,097, or 41%, was primarily due to increased sales of
Stewart's brand products.
Cost of goods sold increased by $1,516,453 for the comparative three-months
ended June 30, 1997 and June 30, 1996. As a percentage of sales, cost of
goods sold remained relatively constant at 72% for the comparative
three-months ended June 30, 1997 and 1996.
General and administrative expenses increased by $395,277 for the three-
months ended June 30, 1997 compared to the three-months ended June 30, 1996.
General and administrative costs also increased as a percentage of sales to
9% from 5.2% for the three-months ended June 30, 1997 and 1996, respectively.
This increase is primarily the result of approximately $313,000 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 $355,836 or 4.8% of sales.
Selling and distribution expenses increased $214,420 for the comparative
three-months ended June 30, 1997 from June 30, 1996, primarily due to
increased promotional spending on the Stewart's brand products. As a
percentage of sales, selling expenses were relatively constant at 10%.
-9-
<PAGE>
Pre-tax income rose $7,488, or 1%, to $682,994 for the three-months ended
June 30, 1997 from $675,506 for the three-months ended June 30, 1996. Net
income declined $88,045, or 20%, to $342,006 from $430,051 for the
comparative three-month periods ended June 30, 1997 and 1996, respectively.
Excluding merger related costs, pre-tax income would have rose 47% to
$995,810 and net income would have increased 39% to $598,530 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%. The effective tax rate of 50% and 45% for the three-months and six-
months ended June 30, 1997, respectively, reflect the impact of the
nondeductible merger expenses.
Liquidity and Capital Resources
- -------------------------------
The Company's current ratio at June 30, 1997 was 3.21 as compared to 5.0 at
December 31, 1996. Working capital at June 30, 1997 was $5,355,392 as
compared to $4,628,636 at December 31, 1996. For the six-months ended June
30, 1997, cash decreased by $179,323. 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 approximately
$792,000 in cash. Accounts receivable and inventories increased by a total
of approximately $2,308,000, and accounts payable and other current
liabilities increased approximately $1,341,000. Investing activities
provided cash of approximately $138,000, primarily from the proceeds from
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
- --------------------------
This Quarterly Report of Form 10-Q contains certain statements, including
statements under "Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations," that constitute "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 of the
Company to be materially different from any future results 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 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.
-10-
<PAGE>
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. (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.
Change of Control
- -----------------
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,
-11-
<PAGE>
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 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") as further amended on August 11, 1997. 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 throughout the world (fountain-
type beverages), 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.
-12-
<PAGE>
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
(2)-1 Agreement and Plan of Merger - Triarc Company, 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.
-13-
<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) August 13, 1997
(Name and Title) Samuel M. Simpson
President
BY(Signature) /s/Myron D. Stadler
(Date) August 13, 1997
(Name and Title) Myron D. Stadler
Chief Accounting Officer
-14-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1997
<CASH> 1,229,406
<SECURITIES> 0
<RECEIVABLES> 2,837,435
<ALLOWANCES> 143,025
<INVENTORY> 3,246,493
<CURRENT-ASSETS> 7,776,271
<PP&E> 301,841
<DEPRECIATION> 173,896
<TOTAL-ASSETS> 9,172,903
<CURRENT-LIABILITIES> 2,420,879
<BONDS> 0
0
0
<COMMON> 9,024,681
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 9,172,903
<SALES> 7,388,832
<TOTAL-REVENUES> 7,388,832
<CGS> 5,283,393
<TOTAL-COSTS> 6,721,058
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 15,220
<INCOME-PRETAX> 682,994
<INCOME-TAX> 340,988
<INCOME-CONTINUING> 342,006
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 342,006
<EPS-PRIMARY> .04
<EPS-DILUTED> .04
</TABLE>
