<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 July 30, 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 I.R.S. Employer Identification No.
Jurisdiction of
Incorporation or
Organization)
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 September 5, 2000, 7,035,170 shares of the issuer's Common Stock, par
value $.01 per share, were outstanding.
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BOSTON RESTAURANT ASSOCIATES, INC.
INDEX
<TABLE>
<CAPTION>
PART I-FINANCIAL INFORMATION Page
<S> <C>
Item 1. Financial Statements
Condensed Consolidated Balance Sheets as of July 30, 2000 and
April 30, 2000 ............................................................... 3
Condensed Consolidated Statements of Operations for the thirteen weeks
ended July 30, 2000 and July 25, 1999 ......................................... 4
Condensed Consolidated Statements of Cash Flows for the thirteen
weeks ended July 30, 2000 and July 25, 1999 .................................. 5
Notes to Condensed Consolidated Financial Statements .......................... 6
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations ........................................................ 8
PART II-OTHER INFORMATION ...........................................................13
SIGNATURES ...................................................................14
</TABLE>
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BOSTON RESTAURANT ASSOCIATES, INC. AND SUBSIDIARIES
PART 1 - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
<TABLE>
<CAPTION>
July 30 April 30
2000 2000
--------------------- --------------------
<S> <C> <C>
ASSETS
Current:
Cash and cash equivalents $1,917,218 $947,386
Accounts receivable 101,803 49,276
Inventories 360,861 370,672
Prepaid expenses and other 19,970 46,915
--------------------- --------------------
Total current assets 2,399,852 1,414,249
--------------------- --------------------
Property and equipment:
Building 512,500 512,500
Leasehold improvements 5,237,515 5,166,962
Equipment, furniture and fixtures 3,368,542 3,192,541
--------------------- --------------------
9,118,557 8,872,003
Less accumulated depreciation and amortization 3,409,373 3,207,082
--------------------- --------------------
Net property and equipment 5,709,184 5,664,921
--------------------- --------------------
Other assets 1,198,145 1,228,706
--------------------- --------------------
Total assets 9,307,181 8,307,876
===================== ====================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable 640,940 396,337
Accrued expenses 1,022,228 1,032,610
Current maturities:
Notes payable-stockholder 5,059 4,994
Long-term debt 508,086 328,963
Obligations under capital leases 221,924 215,100
--------------------- --------------------
Total current liabilities 2,398,237 1,978,004
Long-term obligations:
Notes payable-stockholder, less current maturities 110,287 111,577
Long-term debt, less current maturities 1,279,803 738,567
Obligations under capital leases, less current maturities 407,635 465,749
Subordinated debentures 1,500,000 1,500,000
Deferred rent 164,170 148,737
--------------------- --------------------
Total liabilities 5,860,132 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 (7,521,497) (7,603,304)
--------------------- --------------------
Total paid-in capital and retained earnings 3,471,741 3,389,934
Less:
Treasury stock, 25,000 shares at cost (24,692) (24,692)
--------------------- --------------------
Total stockholders' equity 3,447,049 3,365,242
--------------------- --------------------
Total liabilities and stockholders' equity $9,307,181 $8,307,876
===================== ====================
</TABLE>
See accompanying notes.
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BOSTON RESTAURANTS ASSOCIATES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
<TABLE>
<CAPTION>
THIRTEEN WEEKS ENDED
JULY 30 JULY 25
2000 1999
------- -------
<S> <C> <C>
REVENUES:
Restaurant sales $4,853,890 $3,201,508
Franchise Fees 0 0
Royalties 12,300 1,548
---------- ----------
Total revenues 4,866,190 3,203,056
Cost and expenses:
Cost of food, beverages and liquor 1,002,701 632,320
Payroll 1,439,648 916,507
Other operating expenses 1,492,854 938,898
General and administrative 425,279 437,967
Depreciation and amortization 226,624 154,323
Pre-opening costs 105,033 126,586
---------- ----------
Total costs and expenses 4,692,139 3,206,601
---------- ----------
Operating income (loss) 174,051 (3,545)
Other income 4,370 954
Interest income 14,777 14,501
Interest expense (111,391) (81,763)
---------- ----------
Income (loss) before minority interest $81,807 (69,853)
Minority interest in net loss of subsidiary 0 40,576
---------- ----------
Net income (loss) $81,807 ($29,277)
========== ==========
Income (loss) per share-basic $0.01 $0.00
========== ==========
Income (loss) per share-diluted $0.01 $0.00
========== ==========
Weighted average number of common shares
outstanding-basic 7,035,170 7,060,170
========== ==========
Weighted average number of dilutive common
shares outstanding 7,037,810 7,074,580
========== ==========
</TABLE>
See accompanying notes
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<PAGE>
BOSTON RESTAURANT ASSOCIATES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Thirteen Weeks Ended
July 30 July 25
2000 1999
<S> <C> <C>
Cash flows provided by operating activities $542,314 $95,498
-------------------- ---------------------
Cash flows from investing activities:
Capital expenditures (240,326) (282,805)
-------------------- ---------------------
Cash flows used for investing activities (240,326) (282,805)
-------------------- ---------------------
Cash flows from financing activities:
Repayments of long-term debt (79,641) (29,531)
Repayments of capital lease obligations (51,290) (25,899)
Repayments of stockholder loans (1,225) (1,162)
Proceeds from long-term debt 800,000 540,000
Minority interest investment in subsidiary 0 34,858
-------------------- ---------------------
Cash flows provided by financing activities 667,844 518,266
-------------------- ---------------------
Increase in cash and cash equivalents 969,832 330,959
Cash and cash equivalents at beginning of period 947,386 1,863,299
-------------------- ---------------------
Cash and cash equivalents at end of period $1,917,218 $2,194,258
==================== =====================
</TABLE>
See accompanying notes.
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BOSTON RESTAURANT ASSOCIATES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JULY 30, 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 ended July 30, 2000 are not necessarily
indicative of the results that may be expected for the year ending April 29,
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 flow of two casual dining
Italian restaurant and thirteen Pizzeria Regina restaurants for the entire
period. 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 one additional Pizzeria Regina restaurant for part of the period.
NET INCOME (LOSS) PER SHARE
The Company follows Statement of Financial Accounting Standards No. 128,
"Earnings per Share" ("SFAS 128").
The following is a reconciliation of the denominator (number of shares) used in
the computation of earnings per share. The numerator (net income or loss) is the
same for the basic and diluted computations.
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<PAGE>
<TABLE>
<CAPTION>
Thirteen Weeks Ended
--------------------
July 30, July 25,
2000 1999
---- -----
<S> <C> <C>
Basic 7,035,170 7,060,170
Shares
Effect of
Dilutive
Securities:
Options 2,640 14,410
------- ---------
Diluted
Shares 7,037,810 7,074,580
========= =========
</TABLE>
The following table summarizes securities that were outstanding as of July 30,
2000 and July 25, 1999, but not included in the calculation of net income per
share because such securities are anti-dilutive:
<TABLE>
<CAPTION>
Thirteen Weeks Ended
--------------------
July 30, July 25,
2000 1999
---- -----
<S> <C> <C>
Options 1,120,246 721,656
Warrants 550,000 2,633,000
Convertible
Debentures 1,200,000 1,200,000
</TABLE>
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<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
RESULTS OF OPERATIONS
OVERVIEW
The Company's restaurant sales increased 52% in the first quarter of fiscal
2001. Restaurant sales in the most recent quarter were $4,854,000 compared to
sales of $3,202,000 in the first quarter of fiscal 2000. The Company's operating
income before pre-opening expenses was $279,000 for the first quarter of fiscal
2001 compared to $123,000 for the first quarter of fiscal 2000, which
represented a 127% increase. Pre-opening expenses were $105,000 for first
quarter fiscal 2001 compared to pre-opening expenses of $127,000 for the same
quarter of fiscal 2000. The net income for the first quarter of fiscal 2001 was
$82,000 compared to a loss of $29,000 for the same quarter of fiscal 2000. The
increases in revenue and profit are the result of the contribution of the three
new Pizzeria Regina food court kiosks and the one new bistro restaurant located
in Salem, New Hampshire.
THIRTEEN WEEKS ENDED JULY 30, 2000 AS COMPARED TO THIRTEEN WEEKS ENDED JULY 25,
1999
RESTAURANT SALES.
Restaurant sales in the most recent quarter were $4,854,000, compared to net
sales in the prior year's period of $3,202,000. The increase in restaurant sales
in the fiscal 2001 period compared to the fiscal 2000 period 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 food court kiosk
in October of 1999, and the new Salem, New Hampshire bistro restaurant in
January of 2000.
Sales for the restaurants open throughout both fiscal 2001 and 2000 periods
increased by approximately 10.2%.
Net sales at the Company's Pizzeria Regina restaurants increased to
$3,177,000 in the current period from $2,402,000 in the prior year's period.
The increase in restaurant 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.
Net sales at the Company's full service casual dining restaurants increased to
$1,668,000 in the current period from $795,000 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 increased customer traffic at the Saugus,
Massachusetts Polcari's North End restaurant.
Net sales at the Company's commissary were $9,000 in the current period compared
to $5,000 in the prior year's period. The increase in commissary sales was
primarily attributable to sale of ingredients to the Company's Pizzeria Regina
franchise restaurants.
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<PAGE>
ROYALTIES
During the current year period, the Company recognized $12,000 in royalties from
its Las Vegas, Nevada Pizzeria Regina franchise, which opened in November 1999.
COSTS AND EXPENSES
COST OF FOOD, BEVERAGES AND LIQUOR.
Cost of food, beverages and liquor as a percentage of restaurant sales was 21%
in the current period, as compared to 20% in the prior year's period.
The cost of food, beverages and liquor as a percentage of restaurant sales at
the Pizzeria Regina restaurants was 15% and 16% 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 restaurant sales at
the Company's full service casual dining restaurants was 31% in the current
period and 31% in the prior year's period.
OTHER OPERATING EXPENSES
PAYROLL EXPENSES.
Payroll expenses were $1,440,000 (30% of sales) in the current period compared
to $917,000 (29% of sales) in the prior year's period.
Payroll expenses at the Pizzeria Regina restaurants increased to $823,000 (26%
of sales) in the current period from $633,000 (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 restaurants
increased to $553,000 (33% of sales) in the current period from $232,000 (29% of
sales) in the prior year's period. The increase was primarily attributable to
the opening of the new Salem, New Hampshire 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 for the Company in the current
period were $1,493,000 (31% of
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<PAGE>
sales), compared to $939,000 (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 one new Salem, New Hampshire bistro restaurant.
Other operating expenses, exclusive of payroll, from the Pizzeria Regina
restaurants increased to $977,000 (31% of sales) in the current period from
$714,000 (30% of sales) in the prior year's period. This increase was primarily
attributable to the addition of the three new Pizzeria Regina food court kiosks.
Other operating expenses, exclusive of payroll, from the Company's full service
casual dining restaurants increased to $386,000 (23% of sales) in the current
period from $210,000 (26% of sales) in the prior year's period. The increase was
primarily attributable to the opening of the new Salem, New Hampshire bistro
restaurant. Other operating expenses also include commissary expenses, which was
$19,000 in the current period, as compared to $13,000 in the prior year's
period. In addition, other operating expenses included $111,000 in joint venture
costs and franchising costs in the fiscal 2001 period and $2,000 in the fiscal
2000 period.
GENERAL AND ADMINISTRATIVE EXPENSES.
General and administrative expenses were $425,000 (9% of sales) in the current
period, as compared to $438,000 (14 % of sales) in the prior year's period. The
decrease in general and administrative expenses as a percentage of total
revenues was primarily due to the addition of sales generated by the three new
Pizzeria Regina food court kiosks and the one new bistro restaurant. In
addition, in the current period, the Company did not realize any consulting fees
similar to those that occurred in the prior year's period.
DEPRECIATION AND AMORTIZATION EXPENSES.
Depreciation and amortization expense was $227,000 (5% of sales) in the current
period, compared to $154,000 (5% of sales) in the prior year's period. The
increase was attributable to the opening of the three new Pizzeria Regina food
court kiosks and the one new bistro restaurant.
PRE-OPENING COSTS.
Pre-opening costs were $105,000 in the current period, compared to $127,000 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 domestic franchising and international franchising
ventures.
INTEREST EXPENSE AND INTEREST INCOME.
Interest expense was $111,000 in the current period as compared to $82,000 in
the prior year's period. This
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increase was primarily due to the additional borrowings under the Company's
credit facility and to additional capital equipment leases associated with the
three new Pizzeria Regina food court kiosks and the one new Polcari's North End
restaurant.
Interest income was $15,000 in the fiscal 2001 period, as compared to $15,000 in
fiscal 2000 period.
LIQUIDITY AND CAPITAL RESOURCES.
At July 30, 2000, the Company had net working capital of approximately $2,000
and cash and cash equivalents of approximately $1,917,000.
During the thirteen weeks ended July 30, 2000, the Company had a net increase in
cash and cash equivalents of $970,000 reflecting net cash provided by operating
activities of $542,000, net cash used for investing activities of $240,000 and
net cash provided by financing activities of $668,000.
Net cash provided by operating activities included an increase in accounts
payable of $245,000, a decrease in prepaid expenses of $27,000, an increase in
deferred rent of $15,000, a decrease in inventories of $10,000 partially offset
by a reduction in accrued expenses of $10,000 and an increase in account
receivables of $53,000. Net cash used for investing activities reflects costs
associated with the opening of the new Salem, New Hampshire bistro restaurant
and the two future bistro restaurants. Net cash provided by financing activities
of $668,000 consisted of net repayments of long-term debt, lease obligations and
stockholder loans in the aggregate amount of $132,000, offset by proceeds from
the Fleet Bank credit line of $800,000.
At July 30, 2000, the Company had current liabilities of $2,398,000, including
$641,000 of accounts payables, $1,022,000 of accrued liabilities and current
maturities of long term obligations in the amount of $735,000. At July 30, 2000,
the Company had long-term obligations, less current maturities, in the amount of
$3,462,000, including $1,280,000 due under its credit facility with Fleet Bank,
$110,000 of notes payable to a stockholder, $408,000 due under the capital lease
obligations, $1,500,000 of convertible subordinated debentures, and $164,000 of
deferred rent. As of July 30, 2000, the Company had borrowed $1,788,000 of its
$2,000,000 line of credit facility with Fleet Bank.
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.
"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
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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.
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<PAGE>
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
No material change in previously reported litigation.
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.
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<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: September 8, 2000 By: /s/ George R. Chapdelaine
-------------------------
George R. Chapdelaine, President and
Chief Executive Officer
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