U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[x] QUARTERLY REPORT PURSUANT SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: September 30, 1996
[ ] TRANSITION REPORT PURSUANT SECTION 13 OF 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________________ to __________________
Commission file number 0-28704
CLASSIC RESTAURANTS INTERNATIONAL, INC.
(Exact name of small business issuer as specified in its charter)
COLORADO 84-1122431
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
3500 PARKWAY LANE, SUITE 435, NORCROSS, GEORGIA 30092
(Address of principal executive offices)
(770)729-9010
(Issuer's telephone number)
NOT APPLICABLE
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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______
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the last practicable date:
3,028,592 SHARES OF CLASS A COMMON STOCK, NO PAR VALUE
200,000 SHARES OF CLASS B COMMON STOCK, NO PAR VALUE
AS OF SEPTEMBER 30, 1996
Transitional Small Business Disclosure Format (check one): Yes_____ No ___X__
Exhibit index on page _______ Page 1 of ____ pages
<PAGE>
CLASSIC RESTAURANTS INTERNATIONAL, INC.
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION PAGE
Item 1. Financial Statements
Balance Sheet - September 30, 1996 (unaudited) 3
Statement of Operations - for the three months
ended September 30, 1996 (unaudited) 4
Statement of Cash Flows - for the three months
ended September 30, 1996 (unaudited) 5
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 6
PART II. OTHER INFORMATION 7
<PAGE>
CLASSIC RESTAURANTS INTERNATIONAL INC
BALANCE SHEET
SEPTEMBER 30, 1996
(UNAUDITED)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 16,148
Accounts receivable - net oF ALLOWANCE 1,196
Inventory 17,627
Due from affiliates 56,388
Prepaid expenses and other CURRENT ASSETS 14,258
--------------
Total current assets 105,617
--------------
PROPERTY AND EQUIPMENT:
Furniture and equipment 281,521
Leasehold improvements 519,946
Vehicles 6,228
--------------
Total property and equipmENT 807,695
Accumulated depreciation (361,182)
--------------
446,513
--------------
OTHER ASSETS:
Deposits 38,939
Organization costs, net of ACCUMULATED
amortization of $7,777 22,223
--------------
61,162
--------------
TOTAL ASSETS $ 613,292
==============
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable $ 256,185
Accrued expenses 35,838
Taxes (other than income) pAYABLE 49,634
Due to stockholder 472,642
Other current liabilities 127,137
--------------
Total current liabilities 941,436
--------------
NOTES AND LOANS PAYABLE
338,448
STOCKHOLDERS' DEFICIT:
Common stock, Class A, no par value,
1,800,000,000 shares authoRIZED,
3,028,592 shares issued and outstanding 2,583,157
Common stock, Class B, no par value,
200,000,000 shares authorized,
200,000 share issued and OUTSTANDING 200
Accumulated deficit (3,249,949)
--------------
Total stockholders' deficit (666,592)
--------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 613,292
==============
The accompanying notes are an integral part of this statement.
3
<PAGE>
CLASSIC RESTAURANTS INTERNATIONAL INC
INCOME STATEMENT
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996
(UNAUDITED)
Net sales $ 411,874
Operating expenses:
Operating and maintenance 373,965
General and administrative 250,632
Depreciation and amortization 35,891
--------------
Total operating expenses 660,488
--------------
Loss from operations (248,614)
Other income (expense):
Other income 7,000
Interest income 209
Interest expense (6,226)
--------------
983
--------------
$ (247,631)
==============
Per share information:
Weighted average shares outstanding 3,021,925
==============
Net loss per share ($0.08)
==============
The accompanying notes are an integral part of this statement.
4
<PAGE>
CLASSIC RESTAURANTS INTERNATIONAL INC
Statement of Cash Flows
For The Three Months Ended September 30, 1996
(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (247,631)
Adjustments to reconcile net earnings to net cash
provided by (used in) operating activities -
Depreciation and amortization 35,891
Net changes in assets and liabilities -
Decrease in accounts receivable 2,489
Increase in inventory (1,547)
Increase in prepaid expenses (313)
Increase in accounts payable 69,091
Decrease in accrued expenses (115,181)
Increase in taxes payable 49,634
Increase in other current liabilities 39,635
--------------
Total adjustments 79,699
--------------
Net cash used in operating activities (167,932)
--------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (4,859)
--------------
Net cash used by investing activities (4,859)
--------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Advances to affiliates (4,300)
Payment of deposits (1,521)
Advances from stockholders 152,001
Net proceeds from issuance of common stock 20,000
--------------
Net cash provided by financing activities 166,180
--------------
NET INCREASE IN CASH AND CASH EQUIVALENTS (6,611)
CASH AND CASH EQUIVALENTS, beginning of period 22,759
--------------
CASH AND CASH EQUIVALENTS, end of period $ 16,148
==============
The accompanying notes are an integral part of this statement.
5
<PAGE>
CLASSIC RESTAURANTS INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1996
(UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and Item 310(b) of Regulation SB. They do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all adjustments
(consisting only of normal recurring adjustments) considered necessary for a
fair presentation have been included. The results of operations for the periods
presented are not necessarily indicative of the results to be expected for the
full year. For further information, refer to the financial statements of the
Company as of June 30, 1996 and for the three months then ended, including notes
thereto included in the Company's Form 10-KSB.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 1996 and June 30, 1996, the Company had working capital
deficiencies of $835,819 and $976,147, respectively. Currently liabilities were
$941,436 and $1,084,704 on September 30, 1996 and June 30, 1996, respectively.
Currently, the Company is dependent upon advances from shareholders and the sale
of stock to meet its financing needs. There is no guaranty that the Company will
be unable to obtain additional financing from these sources. Subsequent to
September 30, 1996, the Company completed a private placement of stock for gross
proceeds of $500,000.
RESULTS OF OPERATIONS
The financial statements of the Company as of September 30, 1996, are not
comparable to the Company's financial statements on September 30, 1995. The
financial statements dated September 30, 1996, are those of its operating
wholly-owned subsidiary, Classic Restaurants International, Inc., a Florida
corporation, while the financial statements dated September 30, 1995 were those
of what was formerly known as Casinos International, Inc. and its wholly-owned
subsidiary, Great American Casinos, Inc.
For the three months ended September 30, 1996, the Company had net sales of
$411,874 and operating expenses of $660,488, resulting in a loss from operations
of $248,614 and a net loss of $247,631. The quarter ended September 30, 1996
traditionally has been the Company's worst operating quarter. The Company's
restaurants are located in Florida and the business tends to be seasonal, with
the best performance during the winter months. In contrast, net sales for the
six months ended June 30, 1996 were $1,372,352.
6
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
Not Applicable
ITEM 2. CHANGES IN SECURITIES.
Not Applicable
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
Not Applicable
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
<TABLE>
<CAPTION>
REGULATION SEQUENTIAL
S-B NUMBER EXHIBIT PAGE NUMBER
<S> <C> <C>
2 PLAN OF PURCHASE, SALE, REORGANIZATION, ARRANGEMENT, N/A
LIQUIDATION, SUCCESSION
3.1 ARTICLES OF INCORPORATION, AS AMENDED (1) N/A
3.2 BYLAWS, AS AMENDED (2) N/A
4 INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDER, INCLUDING N/A
INDENTURES
11 STATEMENT RE COMPUTATION OF PER SHARE EARNINGS (3) N/A
15 LETTER ON UNAUDITED FINANCIAL INFORMATION (3) N/A
18 LETTER ON CHANGE IN ACCOUNTING PRINCIPLES N/A
19 REPORT FURNISHED TO SECURITY HOLDERS N/A
22 PUBLISHED REPORT REGARDING MATTERS SUBMITTED TO VOTE OF N/A
SECURITY HOLDERS
23 CONSENTS OF EXPERTS AND COUNSEL N/A
24 POWER OF ATTORNEY N/A
27 FINANCIAL DATA SCHEDULE
</TABLE>
- ------------
(1) INCORPORATED BY REFERENCE TO THE EXHIBITS FILED WITH THE COMPANY'S
ANNUAL REPORTS ON
7
<PAGE>
FORM 10-KSB FOR THE FISCAL YEARS ENDED JUNE 30, 1995 AND JUNE 30, 1994
AND THE COMPANY'S CURRENT REPORT ON FORM 8-K DATED JANUARY 31, 1996,
COMMISSION FILE NUMBER 033-33556-D.
(2) INCORPORATED BY REFERENCE TO THE EXHIBITS FILED WITH THE COMPANY'S
ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR ENDED JUNE 30, 1994.
(3) SEE PART I - FINANCIAL STATEMENTS.
B) REPORTS ON FORM 8-K:
The Company filed a report on Form 8-K dated July 1, 1996,
reporting under Item 4. Changes in Registrant's Certifying
Accountant, the engagement of Stark Tinter & Associates, LLC,
as the Company's accountants.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
CLASSIC RESTAURANTS INTERNATIONAL, INC.
(Registrant)
Date: November 19, 1996 By:/s/Caroline P. Anderson
Caroline P. Anderson
Executive Vice President and
Chief Financial Officer
93096.10Q
8
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET, INCOME STATEMENT, STATEMENT OF CASH FLOW, AND THE NOTES THERETO, FOUND ON
PAGES 3 THROUGH 5 OF THE COMPANY'S FORM 10-QSB DATED SEPTEMBER 30, 1996.
</LEGEND>
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-START> JUL-01-1996
<PERIOD-END> SEP-30-1996
<EXCHANGE-RATE> 1
<CASH> 16,148
<SECURITIES> 0
<RECEIVABLES> 28,196
<ALLOWANCES> 27,000
<INVENTORY> 17,627
<CURRENT-ASSETS> 105,617
<PP&E> 807,695
<DEPRECIATION> 361,182
<TOTAL-ASSETS> 613,292
<CURRENT-LIABILITIES> 941,436
<BONDS> 338,448
0
0
<COMMON> 2,583,357
<OTHER-SE> (3,249,949)
<TOTAL-LIABILITY-AND-EQUITY> 613,292
<SALES> 411,874
<TOTAL-REVENUES> 411,874
<CGS> 0
<TOTAL-COSTS> 660,488
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 6,226
<INCOME-PRETAX> (247,631)
<INCOME-TAX> 0
<INCOME-CONTINUING> (247,631)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (247,631)
<EPS-PRIMARY> (0.08)
<EPS-DILUTED> (0.08)
</TABLE>
