<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
[X] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act
of 1934.
For the quarterly period ended October 29, 2000.
[ ] Transition report under Section 13 or 15(d) of the Securities Exchange
Act of 1934. For the transition period from _________ to __________.
Commission File Number 0-18369
BOSTON RESTAURANT ASSOCIATES, INC.
-----------------------------------------------------------
(Name of Small Business Issuer as Specified in its Charter)
Delaware 61-1162263
------------------------------- -------------------
(State or Other Jurisdiction of I.R.S. Employer
Incorporation or Organization) Identification No.)
999 Broadway
Saugus, Massachusetts 01906
---------------------------
(Address of Principal
Executive Offices)
(781) 231-7575
(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 Securities Exchange Act of 1934 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 __
As of December 1, 2000, there were 7,035,170 shares of the issuer's Common
Stock, par value $.01 per share, outstanding.
1
<PAGE>
BOSTON RESTAURANT ASSOCIATES, INC.
INDEX
PART I - FINANCIAL INFORMATION Page
Item 1. Financial Statements
Condensed Consolidated Balance Sheets as of October 29, 2000 and
April 30, 2000.......................................................3
Condensed Consolidated Statements of Operations for the thirteen
weeks and twenty-six weeks ended October 29, 2000 and
October 24, 1999.....................................................4
Condensed Consolidated Statements of Cash Flows for the twenty-six
weeks ended October 29, 2000 and October 24, 1999....................5
Notes to Condensed Consolidated Financial Statements.................6
Item 2. Management's Discussion and Analysis of Financial Condition
Results of Operations................................................8
PART II - OTHER INFORMATION..................................................15
SIGNATURES.........................................................16
2
<PAGE>
BOSTON RESTAURANT ASSOCIATES, INC. AND SUBSIDIARIES
PART 1 - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
<TABLE>
<CAPTION>
October 29 April 30
2000 2000
--------------- -------------
<S> <C> <C>
ASSETS
Current:
Cash and cash equivalents $839,174 $947,386
Accounts receivable 128,656 49,276
Inventories 423,450 370,672
Prepaid expenses and other 52,601 46,915
--------------- -------------
Total current assets 1,443,881 1,414,249
--------------- -------------
Property and equipment:
Building 512,500 512,500
Leasehold improvements 6,325,205 5,166,962
Equipment, furniture and fixtures 3,874,270 3,192,541
--------------- -------------
10,711,975 8,872,003
Less accumulated depreciation and amortization 3,383,134 3,207,082
--------------- -------------
Net property and equipment 7,328,841 5,664,921
--------------- -------------
Other assets 1,168,623 1,228,706
--------------- -------------
Total assets $9,941,345 $8,307,876
=============== =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable 917,539 396,337
Accrued expenses 1,111,293 1,032,610
Current maturities:
Notes payable-stockholder 5,125 4,994
Long-term debt 519,491 328,963
Obligations under capital leases 279,613 215,100
--------------- -------------
Total current liabilities 2,833,061 1,978,004
Long-term obligations:
Notes payable-stockholder, less current maturities 108,981 111,577
Long-term debt, less current maturities 1,145,573 738,567
Obligations under capital leases, less current 706,077 465,749
maturities
Subordinated debentures 1,500,000 1,500,000
Deferred rent 183,157 148,737
--------------- -------------
Total liabilities 6,476,849 4,942,634
--------------- -------------
Commitments and contingencies
Stockholders' equity :
Preferred stock, $.01 par value, 10,000,000
shares authorized; none issued 0 0
Common stock, $.01 par value, 25,000,000
shares authorized, 7,060,170 shares issued 70,602 70,602
Additional paid in capital 10,922,636 10,922,636
Accumulated deficit (7,504,050) (7,603,304)
--------------- -------------
Total 3,489,188 3,389,934
Less:
Treasury stock, 25,000 shares at cost (24,692) (24,692)
--------------- -------------
Total stockholders' equity 3,464,496 3,365,242
--------------- -------------
Total liabilities and stockholders' equity $9,941,345 $8,307,876
=============== =============
</TABLE>
See accompanying notes.
-3-
<PAGE>
BOSTON RESTAURANTS ASSOCIATES,INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
<TABLE>
<CAPTION>
Thirteen Weeks Ended Twenty-six Weeks Ended
October 29 October 24 October 29 October 24
2000 1999 2000 1999
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Revenues:
Restaurant sales $ 5,051,320 $ 3,525,137 $ 9,905,210 $ 6,726,645
Franchise Fees 35,000 0 35,000 0
Royalties 14,914 1,976 27,214 3,524
----------- ----------- ----------- -----------
Total revenues 5,101,234 3,527,113 9,967,424 6,730,169
----------- ----------- ----------- -----------
Costs and expenses:
Cost of food, beverages and liquor 1,073,410 747,388 2,076,113 1,380,426
Payroll 1,438,639 982,245 2,878,287 1,898,752
Other operating expenses 1,490,383 1,020,627 2,983,236 1,954,031
General and administrative 418,537 387,707 843,816 825,674
Depreciation and amortization 245,115 167,870 471,739 322,193
Pre-opening costs 315,254 123,817 420,287 255,179
----------- ----------- ----------- -----------
Total costs and expenses 4,981,338 3,429,654 9,673,478 6,636,255
----------- ----------- ----------- -----------
Operating income 119,896 97,459 293,946 93,914
Other income 5,071 988 9,442 1,942
Interest income 13,101 16,852 27,878 31,353
Interest expense (120,621) (94,518) (232,012) (176,281)
----------- ----------- ----------- -----------
Income before minority interest 17,447 20,781 99,254 (49,072)
Minority interest in net loss of subsidiary 0 13,044 0 53,620
----------- ----------- ----------- -----------
Net Income $ 17,447 $ 33,825 $ 99,254 $ 4,548
=========== =========== =========== ===========
Income per share-basic $ 0.00 $ 0.00 $ 0.01 $ 0.00
=========== =========== =========== ===========
Income per share-diluted $ 0.00 $ 0.00 $ 0.01 $ 0.00
=========== =========== =========== ===========
Weighted average number of
common shares outstanding-basic $ 7,035,170 $ 7,054,895 $ 7,035,170 $ 7,057,533
=========== =========== =========== ===========
Weighted average number of
dilutive common shares outstanding $ 7,035,170 $ 7,054,895 $ 7,035,170 $ 7,057,533
=========== =========== =========== ===========
</TABLE>
See accompanying notes.
-4-
<PAGE>
BOSTON RESTAURANT ASSOCIATES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
<TABLE>
<CAPTION>
Twenty-six Weeks Ended
October 29 October 24
2000 1999
<S> <C> <C>
Cash flows provided by operating activities $1,067,451 $285,060
------------ -----------
Cash flows from investing activities:
Capital expenditures (1,650,815) (937,182)
------------ -----------
Cash flows used for investing activities (1,650,815) (937,182)
------------ -----------
Cash flows from financing activities:
Repayments of long-term debt (202,466) (108,521)
Repayments of capital lease obligations (119,918) (63,831)
Repayments of stockholder loans (2,464) (2,338)
Proceeds from long-term debt 800,000 845,000
Minority interest investment in subsidiary 0 34,858
------------ -----------
Cash flows provided by financing activities 475,152 705,168
------------ -----------
Increase (decrease) in cash and cash equivalents (108,212) 53,046
Cash and cash equivalents at beginning of period 947,386 1,863,299
------------ -----------
Cash and cash equivalents at end of period $839,174 $1,916,345
============ ===========
</TABLE>
See accompanying notes.
-5-
<PAGE>
BOSTON RESTAURANT ASSOCIATES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 29, 2000
(unaudited)
NATURE OF BUSINESS AND BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-QSB. Accordingly,
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 of normal recurring accruals)
considered necessary for a fair presentation have been included. Operating
results for the thirteen-week period and twenty-six week period ended October
29, 2000 are not necessarily indicative of the results that may be expected for
the year ending April 30, 2001. For further information, refer to the
consolidated financial statements and footnotes thereto included in the
Company's annual report on Form 10-KSB for the year ended April 30, 2000. The
balance sheet at April 30, 2000 has been derived from the audited financial
statements at that date.
The accompanying statements of operations and cash flows for the fiscal 2001
period reflect the consolidated operations and cash flows of two casual dining
Italian restaurant and twelve Pizzeria Regina restaurants for the entire period
and one new casual dining Italian restaurant for part of the period and one
additional Pizzeria Regina restaurant. The accompanying statements of operations
and cash flows for the fiscal 2000 period reflect the consolidated operations
and cash flows of one casual dining Italian restaurant and ten Pizzeria Regina
restaurants for the entire period and two additional Pizzeria Regina restaurants
for part of the period.
NET INCOME PER SHARE
The Company follows Statement of Financial Accounting Standards No. 128,
"Earnings per Share." The following is a reconciliation of the denominator
(number of shares) used in the computation of earnings per share. The numerator
(net income) is the same for the basic and diluted computations.
<PAGE>
Thirteen weeks ended Twenty-six weeks ended
------------------------ ------------------------
October 29 October 24 October 29 October 24
2000 1999 2000 1999
---------- ---------- ---------- ----------
Basic 7,035,170 7,054,895 7,035,170 7,057,533
Shares
Effect of
Dilutive
Securities:
Options 0 0 0 0
Diluted
Shares 7,035,170 7,054,895 7,035,170 7,057,533
========== ========== ========== ==========
The following table summarizes securities that were outstanding as of October
29, 2000 and October 24, 1999, but not included in the calculation of net income
per share because such securities are anti-dilutive:
Thirteen weeks ended Twenty-six weeks ended
------------------------ ------------------------
October 29 October 24 October 29 October 24
2000 1999 2000 1999
---------- ---------- ---------- ----------
Options 1,317,246 1,217,446 1,317,246 1,217,446
Warrants 550,000 550,000 550,000 550,000
Convertible
Debentures 1,200,000 1,200,000 1,200,000 1,200,000
7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
RESULTS OF OPERATIONS
OVERVIEW
The Company's restaurant sales increased 43% in the second quarter of fiscal
2001. Restaurant sales in the most recent quarter were $5,051,000 compared to
sales of $3,525,000 in the second quarter of fiscal 2000. The Company's
operating income before pre-opening costs was $435,000 for the second quarter of
fiscal 2001 compared to $221,000 for the second quarter of fiscal 2000, which
represented a 97% increase. Pre-opening expenses were $315,000 for the second
quarter of fiscal 2001 compared to $124,000 for the same quarter of fiscal 2000.
Net income for the second quarter of fiscal 2001 was $17,000 compared to $34,000
for the same quarter of fiscal 2000. The increases in revenue are the result of
the contribution of the two new Pizzeria Regina food court kiosks and the two
new restaurants. Same store sales increased by 7.9%.
Thirteen Weeks Ended October 29, 2000 as Compared to Thirteen Weeks ended
October 24, 1999
RESTAURANT SALES. Restaurant sales in the most recent quarter were $5,051,000,
compared to net sales in the prior year's period of $3,525.000. The increase in
restaurant sales was attributable to the opening of the new Holyoke,
Massachusetts Pizzeria Regina food court kiosk in September of 1999, the new
Providence, Rhode Island Pizzeria food court kiosk in October of 1999, the new
Salem, New Hampshire bistro restaurant in January of 2000 and the new Woburn,
Massachusetts bistro restaurant in October of 2000.
Net Sales at the Company's Pizzeria Regina restaurants increased to $3,065,000
in the current period from $2,701,000 in the prior year's period. The increase
in net sales was principally due to the addition of sales from the two new
Pizzeria Regina food court kiosks and secondarily, due to an increase in
aggregate same store sales for existing Pizzeria Regina restaurants.
Net sales at the Company's full service casual dining restaurants, Polcari's
North End, increased to $1,973,000 in the current period from $818,000 in the
prior year's period. This increase was primarily attributable to the addition of
sales from the new Salem, New Hampshire bistro restaurant and the new Woburn,
Massachusetts bistro restaurant and increased customer traffic at the Saugus,
Massachusetts Polcari's North End restaurant.
Net sales at the Company's commissary were $13,000 in the current period
compared to $6,000 in the prior year's period. The increase in commissary sales
was primarily attributable to the sale of ingredients to the Company's Pizzeria
Regina franchise restaurants.
ROYALTIES. During the second quarter of 2001, the Company recognized $15,000 in
royalties from its Las Vegas, Nevada Pizzeria Regina franchise, which opened in
November of 1999 and from its Saudi Arabia Polcari's North End franchise, which
opened in September of 2000.
8
<PAGE>
Costs and Expenses
COST OF FOOD, BEVERAGES AND LIQUOR. Cost of food, beverages and liquor as a
percentage of restaurant sales was 20% in fiscal 2001 periods and 21% in the
fiscal 2000 periods.
The cost of food, beverages and liquor as a percentage of net sales at the
Pizzeria Regina restaurants was 17% and 18% in the fiscal 2001 and 2000 periods,
respectively. This decrease, as a percentage of restaurant sales, was
principally due to lower cheese costs and cost control systems.
The cost of food, beverages and liquor as a percentage of net sales at the
Company's full service casual dining restaurants was 28% in the fiscal 2001
period and 30% in the fiscal 2000 period. The decrease in cost as a percentage
of restaurant sales was primarily due to improved cost controls.
OTHER OPERATING EXPENSES
PAYROLL EXPENSES. Payroll expenses were $1,439,000 (28% of sales) in the current
period compared to $982,000 (28% of sales) in the prior year's period.
Payroll expenses at the Pizzeria Regina restaurants increased to $747,000 (24%
of sales) in the current period from $714,000 (26% of sales) in the prior year's
period. The increase in payroll expenses at the Pizzeria Regina restaurants was
primarily attributable to the opening of the two new Pizzeria Regina food court
kiosks.
Payroll expenses at the Company's full service casual dining restaurants
increased to $628,000 (32% of sales) in the current period from $216,000 (26% of
sales) in the prior year's period. The increase in payroll expenses was
primarily attributable to the opening of the new Salem, New Hampshire bistro
restaurant and the opening of the new Woburn, Massachusetts bistro restaurant.
Payroll expenses at the Company's Commissary were $64,000 for the fiscal 2001
period as compared to $52,000 in the fiscal 2000 period.
OTHER OPERATING EXPENSES, EXCLUSIVE OF PAYROLL. Other operating expenses
exclusive of payroll in the current period were $1,490,000 (30% of sales),
compared to $1,021,000 (29% of sales) in the prior year's period. The increase
was primarily attributable to the opening of the three new Pizzeria Regina food
court kiosks and the two new Polcari's North End bistro restaurants.
Other operating expenses, exclusive of payroll, from the Pizzeria Regina
restaurants increased to $991,000 (32% of sales) in the current period from
$794,000 (29% of sales) in the prior year's period. This increase is primarily
attributable to the addition of two new Pizzeria Regina food court kiosks.
Other operating expenses, exclusive of payroll, at the Company's full service
casual dining restaurants increased to $421,000 (21% of sales) in the current
period from $212,000 (26% of sales) in the prior year's period. The increase was
primarily attributable to the two new Polcari's North End restaurants. Other
operating expenses also include commissary expenses, which increased to $21,000
in the current period, as compared to $14,000 in the prior year's period.
9
<PAGE>
GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses were
$419,000 (8% of sales) in the current period, as compared to $388,000 (11 % of
sales) in the prior year's period. The decrease in general and administrative
expenses as a percentage of net sales was primarily due to the addition of sales
generated by the two new Pizzeria Regina food court kiosks and the two new
Polcari's North End bistro restaurants.
DEPRECIATION AND AMORTIZATION EXPENSES. Depreciation and amortization expense
was $245,000 (5% of sales) in fiscal 2001 period, compared to $168,000 (5% of
sales) in fiscal 2000 period. The increase in depreciation and amortization
expense was primarily attributable to the opening of the two new Pizzeria Regina
food court kiosks and the two new Polcari's North End restaurants.
PRE-OPENING COSTS.
Pre-opening costs were $315,000 in the current period, compared to $124,000 in
the prior year's period. Pre-opening costs in the current period consisted
primarily of costs associated with the new Woburn, Massachusetts and the new
Hyannis, Massachusetts bistro restaurants. There were also pre-opening costs
associated with the Company's international franchising and domestic franchising
ventures.
INTEREST EXPENSE AND INTEREST INCOME. Interest expense increased to $121,000 in
the current period from $95,000 in the prior year's period. The increase in
interest expense was primarily due to the additional borrowings under the
Company's credit facility and to additional capital equipment leases associated
with the two new Pizzeria Regina food court kiosks and the two new Polcari's
North End restaurants.
Interest income decreased to $13,000 in fiscal 2001 period from $17,000 in
fiscal 2000 period.
TWENTY-SIX WEEKS ENDED OCTOBER 29, 2000 AS COMPARED TO TWENTY-SIX WEEKS ENDED
OCTOBER 24, 1999
RESTAURANT SALES. Restaurant sales in the current period were $9,905,000,
compared to $6,727,000 in the prior year's period. The increase in restaurant
sales was attributable to the opening of the new Kingston, Massachusetts
Pizzeria Regina food court kiosk in June of 1999, the new Holyoke, Massachusetts
Pizzeria Regina food court kiosk in September of 1999, the new Providence, Rhode
Island Pizzeria Regina food court kiosk in October of 1999, the new Salem, New
Hampshire Polcari's North End bistro restaurant in January of 2000, and the new
Woburn, Massachusetts Polcari's North End bistro restaurant in October of 2000.
Sales for the restaurants open throughout both the fiscal 2001 and 2000 periods
increased approximately 7.9%.
Net sales at the Company's Pizzeria Regina restaurants increased to $6,242,000
in the current period from $5,103,000 in the prior's year's period. The increase
in net sales was principally due to the addition of sales from the three new
Pizzeria Regina food court kiosks, and secondarily, due to an increase in
aggregate same-store sales for existing Pizzeria Regina restaurants.
10
<PAGE>
Net sales at the Company's full service casual dining restaurant, Polcari's
North End, increased to $3,641,000 in the current period from $1,613,000 in the
prior year's period. This increase was primarily attributable to the addition of
sales for the new Salem, New Hampshire bistro restaurant and the new Woburn,
Massachusetts bistro restaurant and increased customer traffic at the Saugus,
Massachusetts Polcari's North End restaurant.
Net sales at the Company's commissary was $22,000 in the current period compared
to $11,000 in the prior year's period. The increase in commissary sales was
previously attributable to the sale of ingredients to the Company's Pizzeria
Regina franchise restaurant.
ROYALTIES. During the current year period, the Company recognized $27,000 in
royalties from its Las Vegas, Nevada Pizzeria Regina franchise, which opened in
November 1999 and from its Saudi Arabia Polcari's North End franchise, which
opened in September of 2000.
COST AND EXPENSES
COST OF FOOD, BEVERAGES AND LIQUOR. Cost of food, beverages and liquor as a
percentage of net sales was 21% in both fiscal 2001 and fiscal 2000 periods.
The cost of food, beverages and liquor as a percentage of restaurant sales at
the Pizzeria Regina restaurants was 17% in both fiscal 2001 and fiscal 2000
periods.
The cost of food, beverages and liquor as a percentage of restaurant sales at
the Company's full service casual dining restaurants was 28% in the fiscal 2001
and 31% in the fiscal 2000 period. The decrease in cost as a percentage of
restaurant sales was primarily due to improved cost controls.
OTHER OPERATING EXPENSES
PAYROLL EXPENSES. Payroll expenses were $2,878,000 (29% of sales) in the current
period compared to $1,899,000 (28% of sales) in the prior year's period.
Payroll expenses at the Pizzeria Regina restaurants increased to $1,569,000 (25%
of sales) in the current period from $1,333,000 (26% of sales) in the prior
year's period. The increase in payroll expenses at the Pizzeria Regina
restaurants was primarily attributable to the opening of the three new Pizzeria
Regina food court kiosks.
Payroll expenses at the Company's full service casual dining restaurant
increased to $1,181,000 (32% of sales) in the current period from $462,000 (29%
of sales) in the prior year's period. The increase in payroll expenses was
primarily attributable to the opening of the two new Polcari's North End
restaurants.
Payroll expenses at the Company's Commissary were $128,000 for the fiscal 2001
period as compared to $104,000 in the fiscal 2000 period.
11
<PAGE>
OTHER OPERATING EXPENSES, EXCLUSIVE OF PAYROLL. Other operating expenses
exclusive of payroll in the current period were $2,983,000 (30% of sales),
compared to $1,954,000 (29% of sales) in the prior year's period. The increase
in other operating expenses in the current period was primarily attributable to
the opening of the three new Pizzeria Regina food court kiosks and the two new
Polcari's North End restaurants.
Other operating expenses, exclusive of payroll, from the Pizzeria restaurants
increased to $1,968,000 (32% of sales) in the current period from $1,501,000
(29% of sales) in the prior year's period. The increase is primarily
attributable to the addition of three new Pizzeria Regina food court kiosks.
Other operating expenses, exclusive of payroll, at the Company's full service
casual dining restaurants increased to $807,000 (22% of sales) in the current
period from $422,000 (26% of sales) in the prior year's period. This increase
was primarily attributable to the two new Polcari's North End restaurants. Other
operating expenses also include commissary expenses, which increased to $40,000
in the current period, as compared to $27,000 in the prior year's period. In
addition, other operating expenses included $168,000 in joint venture costs and
franchise costs in fiscal 2001 and $4,000 in fiscal 2000.
GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses were
$844,000 (9% of sales) in the current period, as compared to $826,000 (12% of
sales) in the prior year's period. The decrease in general and administrative
expenses as a percentage of net sales was primarily due the addition of sales
generated by the three new Pizzeria Regina food court kiosks and the two new
Polcari's North End bistro restaurants.
DEPRECIATION AND AMORTIZATION EXPENSES. Depreciation and amortization expense
was $472,000 (5% of sales) in fiscal 2001 period, compared to $322,000 (5% of
sales) in fiscal 2000 period. The increase in depreciation and amortization
expense was primarily attributable to the opening of the three new Pizzeria
Regina food court kiosks and the two new Polcari's North End bistro restaurants.
PRE-OPENING COSTS.
Pre-opening costs were $420,000 in current period, compared to $255,000 in the
prior year's period. Pre-opening costs in the current period consisted primarily
of costs associated with the new Woburn, Massachusetts and the new Hyannis,
Massachusetts bistro restaurants. There were also pre-opening costs associated
with the Company's international franchising and domestic franchising ventures.
INTEREST EXPENSE AND INTEREST INCOME. Interest Expense increased to $232,000 in
the current period as compared to interest expense in the prior year's period of
$176,000. This increase in interest expense was primarily due to additional
borrowings under the Company's credit facility and to additional capital
equipment leases associated with the three new Pizzeria food court kiosks and
the two new Polcari's North End restaurants.
Interest income decreased to $28,000 in fiscal 2001 from $31,000 in fiscal 2000.
12
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES.
At October 29, 2000, the Company had a negative net working capital of
approximately $1,389,000 and cash and cash equivalents of approximately
$839,000.
During the twenty-six weeks ended October 29, 2000, the Company had a decrease
in cash and cash equivalents of $108,000 reflecting net cash provided by
operating activities of $1,067,000, net cash used for investing activities of
$1,651,000 and net cash provided by financing activities of $475,000. Net cash
provided by operating activities included an increase in accounts payable of
$521,000, an increase in deferred rent of $34,000, an increase in accruals of
$79,000, partially offset by an increase in prepaid expenses of $6,000, an
increase in inventories of $53,000, and an increase in accounts receivable of
$79,000. Net cash used for investing activities reflect costs associated with
the opening of the new Woburn, Massachusetts bistro restaurant and one future
bistro restaurant.
Net cash provided by financing activities of $475,000 consisted of net
repayments of long term debt of $202,000 and lease obligations and stockholder
loans in the aggregate amount of $122,000, offset by proceeds of $800,000 from
the Fleet Bank credit line.
At October 29, 2000, the Company had current liabilities of $2,833,000,
including $918,000 of accounts payables, $1,111,000 of accrued liabilities, and
current maturities of long term obligations in the amount of $804,000. At
October 29, 2000, the Company had long-term obligations, less current
maturities, in the amount of $3,644,000, including $1,146,000 due under its
credit facility with Fleet Bank, $109,000 of loans payable to a stockholder,
$706,000 due under the capital lease obligations, $1,500,000 of convertible
subordinated debentures, and $183,000 of deferred rent. As of October 29, 2000,
the Company had borrowed $1,665,000 of its $2,000,000 line of credit facility
with Fleet Bank.
The new Polcari's North End bistro restaurant in Woburn, Massachusetts opened on
October 5, 2000.
The Company entered into a lease to open a new Polcari's North End Restaurant in
Hyannis, Massachusetts, which is currently scheduled to open in January 2001.
The Company believes that its existing resources, cash flow from operations, and
Fleet Bank credit facility will be sufficient to allow it to meet its
obligations over the next twelve months. The Company intends to fund its current
obligations and operating expenses through cash generated from operations. There
can be no assurance that the Company will be able to obtain additional financing
upon favorable terms, if at all. Failure of the Company to do so could affect
the Company's future expansion. The Company is currently discussing additional
financing.
13
<PAGE>
"SAFE HARBOR" STATEMENT, UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995
Forward-looking statements in this report, including without limitation
statements relating to the adequacy of the Company's resources, and the timing
of the Company's expansion, are made pursuant to the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995. Investors are cautioned
that such forward-looking statements involve risks and uncertainties, including
without limitation: potential quarterly fluctuations in the Company's operating
results; seasonality of sales; competition; risks associated with expansion; the
Company's reliance on key employees; risks generally associated with the
restaurant industry; risks associated with geographic concentration of the
Company's restaurants; risks associated with serving alcoholic beverages; and
other risks and uncertainties indicated from time to time in the Company's
filings with the Securities and Exchange Commission.
14
<PAGE>
PART II
OTHER INFORMATION
ITEM 1. Legal Proceedings.
No material litigation not previously disclosed.
ITEM 2. Changes in Securities.
None.
ITEM 3. Defaults Upon Senior Securities.
None.
ITEM 4. Submission of Matters to a Vote of Security Holders.
None.
ITEM 5. Other Information.
None.
ITEM 6. Exhibits and Reports On Form 8-K.
(a) Exhibits.
(27) Financial Data Schedule
(b) Reports On Form 8-K.
None.
15
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
BOSTON RESTAURANT ASSOCIATES, INC.
Date: December 4, 2000 By: /s/ George R. Chapdelaine
-------------------------
George R. Chapdelaine, President and
Chief Executive Officer
16
