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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-KSB
(Mark One)
[x] Annual report under Section 13 or 15(d) of the Securities Exchange Act
of 1934. For the fiscal year ended April 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 Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
999 BROADWAY, SUITE 400 01906
SAUGUS, MASSACHUSETTS (Zip Code)
(Address of Principal Executive Offices)
(781) 231-7575
(Issuer's Telephone Number Including Area Code)
Securities registered pursuant to Section 12(b) of the Securities Exchange Act
of 1934:
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Name of Each Exchange
Title of Each Class On Which Registered
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Common stock, $.01 par value per share Boston Stock Exchange
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Securities registered under Section 12(g) of the Securities Exchange Act of
1934:
Common Stock, $.01 Par Value Per Share
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(Title of Class)
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
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Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of the registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendments to this Form 10-KSB. [ ]
The issuer's revenues for its most recent fiscal year were $16,013,321.
The aggregate market value of registrant's Common Stock, $.01 par
value per share, held by non-affiliates of the registrant as of July 18, 2000
was $3,799,630 based upon the average of the closing bid and asked prices of
such stock on that date as reported on the OTC Bulletin Board. As of July 18,
2000 there were 7,033,696 shares of the registrant's Common Stock, $.01 par
value per share outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Proxy Statement involving the election of
directors, which is expected to be filed within 120 days after the end of the
registrant's fiscal year, are incorporated by reference in Part III of this
Report.
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INDEX
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PART I
ITEM 1. DESCRIPTION OF BUSINESS
ITEM 2. DESCRIPTION OF PROPERTY
ITEM 3. LEGAL PROCEEDINGS
ITEM 4. SUBMISSION OF MATTERS TO A VOTE
OF SECURITY HOLDERS
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
ITEM 6. MANAGEMENT'S DISCUSSION AND
ANALYSIS OR PLAN OF OPERATION
ITEM 7. FINANCIAL STATEMENTS
ITEM 8. CHANGES IN AND DISAGREEMENTS
WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS,
PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF
THE EXCHANGE ACT
ITEM 10. EXECUTIVE COMPENSATION
ITEM 11. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND
MANAGEMENT
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS
ITEM 13. EXHIBITS AND REPORTS ON
FORM 8-K
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FORM 10-KSB
PART I
ITEM 1. DESCRIPTION OF BUSINESS
GENERAL
During the fiscal year ended April 30, 2000 ("fiscal 2000") Boston
Restaurant Associates, Inc. (the "Company") opened three new Pizzeria
Regina-Registered Trademark-restaurants and one new bistro-type restaurant
that was inspired by the Company's Saugus-based Polcari's North End
Restaurant, but which operates on a smaller physical scale and with modified
menus. The bistro restaurant operates under the "Polcari's North
End-Registration Trademark-" name to capitalize on the recognition and
prestige associated with that trademark. Currently, the Company operates a
chain of fifteen restaurants - thirteen fast service, high volume pizzerias
under the Pizzeria Regina name and two full service family-style
Italian/American restaurant under the Polcari's North End name. Of the
thirteen Pizzeria Regina restaurants, eleven are food court kiosks
(self-service, take-out style emphasizing pizza slices with common area
seating), and two are wait-service restaurants (full-service style
emphasizing whole pizzas with in-restaurant seating). A majority of the
restaurants are located in the Boston, Massachusetts metropolitan area.
The Pizzeria Regina restaurants feature the Company's signature
product, its premium Neapolitan style, thin crust pizza, prepared in gas-fired
brick ovens. The original Pizzeria Regina, located in Boston's historic North
End, has served the Company's premium brick oven pizza since 1926. The Company
believes that the Pizzeria Regina pizza and the brand name are local symbols of
superior and distinctive pizza. (See "PIZZERIA REGINA RESTAURANTS.")
The Polcari's North End restaurants are full service Italian/American,
family-style restaurants that capture the community spirit of the 1940's and
1950's in Boston's Italian North End neighborhood. These restaurants highlight
exposed gas-fired brick ovens in open view of diners, memorabilia and
photographs depicting 1940's and 1950's scenes in Boston's North End and large
tables to encourage family style dining.(See "POLCARI'S NORTH END RESTAURANTS.")
The Company plans to expand its operations by opening additional
Company-operated Pizzeria Regina food court kiosks in high volume retail
malls as the opportunities present themselves and by opening additional
bistro restaurants under the Polcari's North End name. The Company has also
franchised, and plans to continue to franchise, its Pizzeria Regina concept,
and in addition plans to franchise its Polcari's North End bistro concept.
However, the expansion of operations will depend upon market opportunities
and the Company's overall financial and management resources. The rate at
which the Company actually is able to open new Company-operated restaurants
will be determined by many factors, including the Company's success in
obtaining adequate financing, identifying satisfactory sites, negotiating
satisfactory leases, securing requisite governmental permits and approvals,
and training management personnel. The rate at
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which franchised restaurants are opened also will be determined by many factors,
including site availability and qualified franchisees. The Company cannot be
certain that it will have the resources to expand, that actual expansion costs
will be as anticipated, that current and future sites will operate profitably,
or that franchising efforts will be successful.
The Company's principal offices are located at 999 Broadway, Saugus,
Massachusetts 01906 and its telephone number is (781) 231-7575. As used in this
Report, unless otherwise indicated, the term "Company" refers to Boston
Restaurant Associates, Inc. and its subsidiaries.
"Pizzeria Regina," the Regina crown design logo and "Polcari's North
End" are U.S. registered trademarks of the Company. "Regina," the "Polcari's"
logo, "Pizzeria Regina of Boston's North End" and "Pizzeria Regina, Boston's
Brick Oven Pizza" are U.S. registered service marks of the Company. Other
trade names and trademarks appearing in this report are the property of their
respective holders.
PIZZERIA REGINA RESTAURANTS
The Company currently operates thirteen Pizzeria Regina restaurants --
fast service, high volume pizzerias that feature premium brick oven pizza and
cater primarily to the lunchtime diner (with the exception of the original North
End location, which serves both the lunch and dinner markets). Of these thirteen
restaurants, eleven are food court kiosks and two are wait-service restaurants.
The Pizzeria Regina restaurants feature the Company's premium
Neapolitan style, thin crust, brick oven pizza. This pizza features a
proprietary dough and pizza sauce, which the Company believes combine to produce
a distinct flavor and superior pizza. These pizzas are offered with a wide
variety of fresh vegetable and cured meat toppings. The Company believes that
the premium quality of its pizza, a result of a proprietary ingredient mix and
baking process, provides appeal to both the lunch and dinner markets. The
original Pizzeria Regina, located in Boston's historic North End, has served the
Company's premium brick oven pizza since 1926.
The Company's eleven food court kiosks primarily serve pizza by the
slice with multiple topping choices and operate side-by-side with other fast
food vendors. Menu items are presented in a self-service, take-out style
designed to allow customers to order, pay for and consume their food in a very
short period of time. Customers who desire to sit down after purchasing their
food may join customers of other food court vendors in one or more designated
common areas within the mall. The focused menu, self-service, take-out style and
common seating provide food court customers with a fast, low cost dining
alternative as compared to more traditional full service restaurants.
The Company intends to open additional Pizzeria Regina food court
kiosks, primarily in retail malls. Based on the Company's own experience and
articles from trade journals, the Company believes there is a trend at retail
malls to retrofit and upgrade food courts to emphasize fast food as a focal
point of malls. The Company further believes that lunchtime diners who visit
retail shopping malls seek high quality, quick service meals in a food court
setting, and that the premium quality of the Company's brick oven pizza should
position it to compete effectively in food court locations.
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During fiscal 2000, the Company opened three food court kiosk
operations -- at the Independence Mall, Kingston, Massachusetts in June of
1999; at the Holyoke Mall, Holyoke, Massachusetts in September of 1999; and
at the Providence Place Mall, Providence, Rhode Island in October of 1999.
The Company has preliminarily identified other potential site locations that
it believes will become available during the next 24 months. Management
estimates that the cost of opening a typical food court kiosk currently is
approximately $350,000 to $400,000. The Company cannot guarantee that actual
costs will not significantly exceed these estimates, that the Company will be
able to obtain financing necessary to construct additional food courts
kiosks, that the Company will be able to complete the construction of new
kiosks on a timely basis and within budget, if at all, or that the Company
will be able to operate these kiosks successfully.
Two of the Company's Pizzeria Regina restaurants (a food court kiosk
and a wait-service restaurant) are located in the Quincy Market/Faneuil Hall
Marketplace in Boston, Massachusetts. The Company anticipates closing the
wait-service restaurant, the lease of which has already expired, on or before
December 31, 2000. At that time it will seek to enter into a lease for
alternative space for a full service restaurant in the Quincy Market/Faneuil
Hall Marketplace.
POLCARI'S NORTH END RESTAURANTS
In March 1995, the Company opened its first Polcari's North End
restaurant in Saugus, Massachusetts, recreating a similar restaurant that had
operated from 1954-1989 in Boston's North End. The Polcari's North End
restaurant concept is designed to create an Italian/American, family-style,
casual dining ambiance that captures the community spirit of the 1940's and
1950's in Boston's Italian North End neighborhood. The restaurant highlights
exposed gas-fired brick ovens in open view of diners. In addition, memorabilia
and photographs depicting 1940's and 1950's scenes in Boston's North End are
used to create a neighborhood atmosphere rich with history. The restaurant also
features large tables of six or more seats to encourage family style dining and
a value-oriented menu that includes branded Pizzeria Regina pizza, large
Italian/American pasta dishes and fresh baked breads.
The Company has also developed a bistro-restaurant concept which
was inspired by the success of the Saugus-based Polcari's North End
restaurant. Unlike the Saugus store, the bistro restaurants are smaller in
size, creating a more intimate family dining experience. In addition, the
menu is a modified version of the Saugus restaurant's menu, providing for a
lighter dining experience. The bistro restaurants operate under the Polcari's
North End trademark in order to capitalize on that mark's recognition for
quality. The first bistro restaurant under the Polcari's North End name
opened in January of 2000 in Salem, New Hampshire. The Company plans to open
additional bistro restaurants under the Polcari's North End name in the
Boston area. Expansion will depend upon market opportunities and the
Company's overall financial and management resources.
FRANCHISING
In 1997, the Company formed Boston Restaurant Associates
International, Inc. ("BRAII"), a wholly owned subsidiary, for the purpose of
offering Pizzeria Regina and Polcari's North End bistro franchise
opportunities both domestically and internationally. BRAII has filed a
Uniform Franchise Offering Circular and is actively seeking
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franchisees with operational experience. A franchisee is currently operating
a Pizzeria Regina restaurant in Las Vegas, Nevada, and a bistro-concept
restaurant under the Polcari's North End name is currently under construction
by a franchisee in Tampa, Florida.
In January 1998, the Company entered into an international development
agreement with Regina International, Ltd. ("Regina International") to pursue and
develop franchise territories outside the Americas, anticipated to be
principally in Europe, the Far East and the Pacific Rim. Terrance Smith, a
Company director with experience in international franchising, has a controlling
interest in Regina International, the international master franchisee under the
development agreement. The agreement provides for payment of certain development
fees and royalties to Regina International after certain events, to the extent
of positive cash flow. The agreement sets forth a development and operation
schedule pursuant to which Regina International is obligated to meet milestones
regarding certain minimum numbers of operational restaurants. Pursuant to this
agreement, the construction of a Polcari's North End restaurant has begun in
Saudi Arabia. (See "ITEM 7. FINANCIAL STATEMENTS - NOTE 8 TO CONSOLIDATED
FINANCIAL STATEMENTS.")
In December 1998, BRAII entered into a twenty-year joint venture
development agreement with Italian Ventures, LLC, a Kentucky limited
liability company ("Italian Ventures"), for the purpose of developing and
introducing the full service bistro-type restaurant referenced above in the
Continental United States. As a result of certain issues that have arisen in
a dispute between the Company and Italian Ventures over the operation and
direction of the joint venture, the Company is currently engaged in
arbitration with Italian Ventures. (See "ITEM 3. LEGAL PROCEEDINGS" and "ITEM
7. FINANCIAL STATEMENTS - NOTE 8 TO CONSOLIDATED FINANCIAL STATEMENTS.")
SITE SELECTION
The Company considers the specific location of a restaurant to be
critical to the restaurant's long term success. It devotes significant time and
resources to the investigation and evaluation of each prospective site,
including consideration of local market demographics, population density,
average household income levels and site characteristics such as visibility,
accessibility and traffic.
The Company seeks sites for the Pizzeria Regina kiosk restaurants
within high-traffic food courts or retail shopping malls located in
metropolitan areas. It seeks sites for Pizzeria Regina wait-service
restaurants in densely populated areas. A favorable Polcari's North End
bistro-concept restaurant site will be located near high-volume, middle
market traffic centers, such as retail and residential areas with populations
of at least 100,000 persons within a five-mile radius. For all types of
restaurants, the Company also considers existing local competition and, to
the extent such information is available, the sales of other comparably
priced restaurants operating in the area.
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RESTAURANT OPERATIONS
The Company invests substantial time and effort in its training
programs, which focus on all aspects of restaurant operations, including
kitchen, bar and dining room operations, food quality and preparation, alcoholic
beverage service, liquor liability avoidance, customer service and employee
relations. The Company holds regular meetings of its managers to address new
products, continuing training and other aspects of business management. Managers
also attend periodic seminars conducted by Company personnel and outside experts
on a broad range of topics.
New employees are trained by experienced employees who have
demonstrated their ability to implement the Company's commitment to provide high
quality food and attentive service. The Company has developed manuals regarding
its policies and procedures for restaurant operations. Senior management
regularly visits Company restaurants and meets with their management teams to
ensure compliance with the Company's strategies and standards of quality in all
aspects of restaurant operations and personnel development.
The Company seeks to attract and retain high caliber restaurant
managers by providing them with an appropriate balance of autonomy and
direction. Annual performance objectives and budgets for each restaurant are
jointly determined by restaurant managers and senior management. To provide
incentives, the Company has implemented a cash bonus program tied to achievement
of specified objectives.
The staff for a typical Pizzeria Regina kiosk restaurant consists of
one general manager, two managers and approximately 12 to 15 hourly employees.
The staff of a typical sit-down Pizzeria Regina consists of a general manager,
two managers, and approximately 15 to 25 hourly employees. The staff for a
Polcari's North End restaurant consists of one general manager, two managers,
one kitchen manager and approximately 40 to 60 hourly employees. Most of the
Company's hourly employees are part-time personnel. The general manager of each
restaurant is primarily responsible for the day-to-day operations of the entire
restaurant and for maintaining standards of quality and performance established
by the Company.
The Company believes centralized financial and management controls are
fundamental to improving operating margins. These controls are maintained
through the use of an automated data processing system and prescribed reporting
procedures. Each restaurant has a point-of-sale system that captures restaurant
operating information. The restaurants forward daily sales reports, vendor
invoices, payroll information and other data to the Company's corporate
headquarters. Company management utilizes this data to centrally monitor costs
and sales mix and to prepare periodic financial management reports. This system
is also used for budget analysis, planning and determination of menu
composition. Restaurant managers perform daily inventories of key supplies. All
other supplies are inventoried weekly at the Pizzeria Regina restaurants and are
inventoried biweekly at the Polcari's North End Saugus restaurant and
bistro-concept restaurants. Cash is controlled through
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deposits of sale proceeds in local operating accounts following each
restaurant shift with respect to the Pizzeria Regina locations and following
each business day with respect to the Polcari's North End Saugus location and
the bistro locations. The balances in those accounts are wire transferred
daily to the Company's principal operating account.
PURCHASING AND COMMISSARY OPERATIONS
The Company maintains a commissary where pizza dough is produced for
the Company's restaurants. The dough preparation requires a high degree of
consistency that would be more difficult to maintain at the individual
restaurant locations. The Company believes that close, centralized monitoring of
the dough preparation ensures a more consistent premium product. All other food
preparation is performed on site at the restaurant level.
The Company negotiates directly with wholesale suppliers of high volume
food ingredients such as cheese, tomato sauce, and flour to ensure consistent
quality and freshness of products across its restaurants and to obtain
competitive pricing. These ingredients are then purchased by the Company's
distributor at the negotiated price and redistributed to the Company's
restaurants. All other food ingredients and beverage products are purchased
directly by the general manager of each restaurant in accordance with corporate
guidelines. The Company believes that all essential food and beverage products
are available from many qualified wholesale suppliers.
ADVERTISING AND MARKETING
The Company's target market for the Pizzeria Regina restaurants is
very broad, consisting of individuals and families who seek fast service and
high value-to-price meals during the lunch period. The target market for the
Polcari's North End Saugus restaurant and bistro restaurants is adults and
families who seek moderately priced Italian dinner entrees in a comfortable
environment. The Company believes that its focus on premium quality, service
and value is the most effective approach to attracting customers.
The Company anticipates that it will obtain greater name recognition
from increased distribution channels for its premium Pizzeria Regina brick oven
pizza and the development of additional Pizzeria Regina food court kiosks. The
Company plans to rely upon local advertising, high-volume traffic flow at retail
malls, and word of mouth exposure.
COMPETITION
The restaurant business is highly competitive. Price, restaurant
location, food quality, service and attractiveness of facilities are important
aspects of competition, and the competitive environment is often affected by
factors beyond the Company's or a particular restaurant's control, including
changes in the public's tastes and eating and drinking habits, population and
traffic patterns and local economic conditions. The
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Company's restaurants compete with a wide variety of restaurants ranging from
national and regional restaurant chains (some of which have substantially
greater financial resources than the Company) to locally-owned restaurants.
There is also active competition for liquor licenses in certain markets and
for advantageous commercial real estate sites suitable for restaurants. The
Pizzeria Regina restaurants compete with other fast-service, high volume food
providers on the basis of price, value, location, and speed of service. The
Polcari's North End Saugus restaurant and bistro restaurants compete with
other casual, full service restaurants primarily on the basis of menu
selection, quality, price, service, ambiance and location.
SEASONALITY
The Company's restaurants are subject to seasonal fluctuations in sales
volume. Sales at the Pizzeria Regina restaurants are typically higher in June
through August and in November and December due to increased volume in shopping
malls during the holiday and tourist seasons and school vacations.
EMPLOYEES
As of July 18, 2000, the Company had approximately 420 employees, of
whom 14 were corporate and administrative personnel, 48 were field supervision
or restaurant managers or management trainees, and the remainder were hourly
restaurant personnel. Many of the Company's hourly employees work part-time. The
Company believes that its relationship with its employees is good. None of the
Company's employees are covered by a collective bargaining agreement.
TRADEMARKS AND SERVICE MARKS
The Company regards its trademarks and its service marks as having
significant value and as being important factors in the marketing of its
products. These marks, which appear in its advertisements, menus and elsewhere,
are widely recognized. The Company's most significant trademarks are "Pizzeria
Regina," the Regina crown design logo, and "Polcari's North End," all of which
are U.S. registered trademarks of the Company. The Company has also federally
registered "Regina," the "Polcari's" logo, "Pizzeria Regina of Boston's North
End" and "Pizzeria Regina, Boston's Brick Oven Pizza" as service marks.
GOVERNMENT REGULATION
The Company is subject to a variety of federal, state and local laws
and regulations. Each of the Company's restaurants is subject to licensing and
regulation by a number of government authorities, including alcoholic beverage
control, health, safety, sanitation, building and fire agencies in the state or
municipality in which the restaurant is located. Difficulties in obtaining or
failure to obtain required licenses or approvals could delay or prevent the
development of a new restaurant in a particular area.
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The selection of new restaurant sites is affected by federal, state and
local laws and regulations regarding environmental matters, zoning and land use
and the sale of alcoholic beverages. Varied requirements (particularly at the
local level) may result in increases in the cost and time required for opening
new restaurants, as well as increases in the cost of operating restaurants.
Difficulties in obtaining necessary licenses or permits could cause delays in or
cancellations of new restaurant openings.
A significant portion of the Company's revenues at the Polcari's North
End restaurants and the original Pizzeria Regina location in the North End is
attributable to the sale of alcoholic beverages. Alcoholic beverage control
regulations require each of the Company's restaurants that serve alcohol to
apply to both a state authority and municipal authorities for a license or
permit to sell alcoholic beverages on the premises. Typically, licenses must be
renewed annually and may be revoked or suspended for cause at any time.
Alcoholic beverage control regulations affect numerous aspects of restaurant
operations, including minimum age of patrons and employees, hours of operation,
advertising, wholesale purchasing, inventory control and handling, storage and
dispensing of alcoholic beverages. The failure of the Company to obtain or
retain liquor or food service licenses could have a material adverse affect on
the particular restaurant's operations and the business of the Company
generally.
The Company is subject to "dram shop" statutes, which generally provide
a person injured by an intoxicated person the right to recover damages from an
establishment that wrongfully served alcoholic beverages to the intoxicated
person. The Company presently carries $1,000,000 of liquor liability coverage
for its restaurants, as well as excess liability coverage of $10,000,000 per
occurrence, with a $10,000 deductible. The Company has never been named as a
defendant in a lawsuit involving "dram shop" liability. There can be no
assurance that dram shop insurance will continue to be available to the Company
at commercially reasonable prices, if at all, or that such insurance, if
maintained, will be sufficient to cover any claims against the Company for dram
shop liability for which it may be held liable.
The Company's restaurant operations are all subject to federal and
state laws governing such matters as minimum wage and health insurance
requirements. A significant number of the Company's personnel are paid at rates
related to the federal minimum wage, and increases in the minimum wage could
increase the Company's labor costs.
RISK FACTORS
In addition to the risks discussed elsewhere in this Form 10-KSB,
investors should consider carefully the following risk factors in evaluating an
investment in the Company.
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THE COMPANY MAY BE UNABLE TO EXPAND AS PLANNED
The Company's ability to open additional Company restaurants and grant
franchises as planned will depend upon a number of factors, such as identifying
satisfactory sites, negotiating satisfactory leases, securing requisite
governmental permits and approvals, adequate supervision of construction, and
recruiting, and training management personnel, and attraction of qualified
franchisees, some of which are beyond the control of the Company. The Company
cannot guarantee that it will be able to open any of its planned new restaurants
within budget or on a timely basis, if at all, or that any of the new
restaurants will operate profitably. If the Company is unable to expand as
planned, it may reduce the Company's ability to increase profitability.
FRANCHISING OPERATIONS MAY NEGATIVELY IMPACT THE COMPANY'S OPERATING RESULTS
Franchising operations present numerous risks. The Company has limited
experience in franchising restaurants. The Company faces vigorous competition
from other similar type restaurant chains in attracting and retaining suitable
franchisees. A franchisee's failure to maintain the Company's high standards
could adversely affect customer attitude towards the Company's restaurants.
Granting exclusive territory agreements may also limit future expansion
opportunities for Company-owned stores. Franchise developers or franchisees may
leave the franchise system at the end of the term of development or franchisee
agreements, or may attempt to terminate their agreements before the end of the
term, thereby reducing royalty revenues. Further, while franchising permits the
Company to increase the geographic coverage of its restaurant system without
substantial investment capital, it also means the Company may not have direct
operational control over the Company's franchise restaurants. The Company is
also subject to regulation by the Federal Trade Commission and must comply with
certain state laws that govern the offering, sale, and termination of franchises
and the refusal to renew franchises.
ARBITRATION PROCEEDINGS COULD RESULT IN A DRAIN ON COMPANY RESOURCES AND
COULD SUBJECT THE COMPANY TO PAYMENT OF MATERIAL DAMAGES
During the past year the Company has been involved in legal
proceedings with Italian Ventures, LLC. Italian Ventures has made a series of
claims which, if established, would subject the Company to material damages.
The parties have recently completed an unsuccessful mediation hearing and the
case is now proceeding to arbitration as provided for by the relevant
agreements between the parties. The arbitration hearing is likely to take
place in early Fall 2000, with a resolution likely before January 2001. If
the arbitration result is unfavorable or if the proceedings are delayed or a
resolution is not reached as early as anticipated, the Company may experience
a drain on cash and other resources. (See "ITEM 3. LEGAL PROCEEDINGS.")
POSSIBLE NEED OF ADDITIONAL FUNDING
The Company believes that its anticipated cash flow from operations,
together with existing resources, will be sufficient to fund its working capital
needs and current expansion plans for at least the next 12 months. However, it
cannot guarantee that this will be the case. Changes in the Company's business
or its business plan could affect its capital needs. In the event the Company
requires additional financing, it cannot guarantee that it would be able to
obtain financing on favorable terms, if at all. Failure to do so could have a
material adverse effect on the Company's business. (See "ITEM 6. MANAGEMENT'S
DISCUSSION AND ANALYSIS OR PLAN OF OPERATION - LIQUIDITY AND CAPITAL
RESOURCES.")
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THE RESTAURANT BUSINESS IS RISKY
The Company's future performance will be subject to a number of factors
that affect the restaurant industry generally, including (i) the highly
competitive nature of the industry, (ii) general and local economic conditions,
(iii) changes in tastes and eating and drinking habits, (iv) changes in food
costs due to shortages, inflation or other causes, (v) population and traffic
patterns, (vi) demographic trends, (vii) general employment and wage and benefit
levels in the restaurant industry, which may be affected by changes in federal
and local minimum wage requirements or by federally or locally mandated health
insurance, and (viii) the number of people willing to work at or near the
minimum wage. (See "COMPETITION.")
WE ARE DEPENDENT ON KEY EXECUTIVE OFFICERS
The future success of the Company will depend in large part on the
continued services of its President, George R. Chapdelaine, as well as on the
Company's ability to attract and retain other qualified senior management
personnel. The Company carries $2,000,000 of key man life insurance on the life
of Mr. Chapdelaine.
INSIDERS CONTROL THE COMPANY
The Company's executive officers, directors and their affiliates and
members of their immediate families control the vote of approximately 42.7 %
of the outstanding shares of the Common Stock. As a result, they have the
practical ability to implement or block changes in the Company's management
and direction which may or may not be in the best interest of stockholders
generally.
THE COMPANY'S RESTAURANTS ARE CONCENTRATED IN EASTERN MASSACHUSETTS
A total of ten of the Company's fifteen existing restaurants are
located in Eastern Massachusetts. As a result, the Company's results of
operations may be materially affected by changes in the Massachusetts economy.
OUR STOCK PRICE IS VOLATILE
Compared to many other publicly traded companies, the Company is
relatively small and has a relatively small average trading volume. Quarterly
operating results of the Company or other restaurant companies, changes in
general conditions in the economy, the restaurant industry, or the financial
markets, or other developments affecting the Company, its competitors or the
financial markets, could cause the market price of the Common Stock to fluctuate
significantly. These broad market fluctuations may adversely affect the market
price of the Common Stock. The Company's securities are, and will likely
continue to be, traded on the OTC Bulletin Board. (See "ITEM 5. MARKET FOR
COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.")
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ITEM 2. DESCRIPTION OF PROPERTY
All of the Company's existing restaurants are located in leased space,
except for the North End Pizzeria Regina location, which is owned by the
Company. All of the Company's leases provide for a minimum annual rent, and most
call for additional rent based on sales volume at the particular location over a
specified minimum level. Generally, these leases are net leases, which require
the Company to pay the cost of insurance, taxes and a portion of the lessor's
operating costs. Certain mall locations also require the Company to participate
in upkeep of common areas and promotional activities.
-13-
<PAGE>
The following table sets forth certain information with respect to the
Company's restaurant properties:
<TABLE>
<CAPTION>
APPROX. SQ. LEASE
LOCATION FT. EXPIRATION DATE TYPE (1)
<S> <C> <C> <C>
Auburn Mall 924 1/31/08 food court
Auburn, MA
North End 4,300 N/A wait service
Boston, MA (2)
Faneuil Hall Marketplace 750 12/31/00 food court
Boston, MA
(Upstairs)
Faneuil Hall Marketplace (3) 2,000 12/31/99 wait service
Boston, MA
(Downstairs)
Burlington Mall 1,018 11/30/05 food court
Burlington, MA
Holyoke Mall 749 1/31/09 food court
Holyoke, MA
Independence Mall 637 1/31/09 food court
Kingston, MA
South Shore Plaza 700 8/31/06 food court
Braintree, MA
Solomon Pond Mall 1,085 1/30/07 food court
Marlborough, MA
Oviedo Market Place 714 4/01/08 food court
Oviedo, FL
Paramus Park 696 7/31/09 food court
Paramus, NJ
Providence Place 960 Fall 2009 food court
Providence, RI
Regency Square 605 11/03/04 food court
Richmond, VA
Salem, NH 6,430 1/18/10 Polcari's
North End
(bistro)
Saugus, MA 11,000 11/30/12 Polcari's
North End
</TABLE>
-14-
<PAGE>
(1) Pizzeria Regina food court locations have no independent seating
capacity. Seating is centralized in the common areas of the food courts. The
North End and downstairs Faneuil Hall Marketplace Pizzeria Regina
wait-service locations each seat approximately 75 customers; the Saugus
Polcari's North End location seats approximately 400 customers; the Salem
bistro restaurant seats approximately 200 customers.
(2) Company-owned. This property is subject to a mortgage in favor of
BankBoston. (See "ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION -- LIQUIDITY AND CAPITAL RESOURCES.") Includes approximately 1,000
square feet located in two adjacent condominiums owned by the Company which
have not been built-out as of the date of this Report.
(3) The Company anticipates closing this wait-service restaurant, the lease of
which has already expired, on or before December 31, 2000. (See "ITEM 1.
DESCRIPTION OF BUSINESS - PIZZERIA REGINA RESTAURANTS.")
The Company occupies approximately 3,200 square feet of executive
office space at 999 Broadway, Saugus, Massachusetts 01906. The Company also
leases approximately 5,000 square feet of warehouse space located in Somerville,
Massachusetts under a lease expiring on July 31, 2001 (including all extension
options that may be exercised by the Company in its discretion) and
approximately 2,741 square feet for its commissary located in Charlestown,
Massachusetts under a lease expiring on August 14, 2000.
ITEM 3. LEGAL PROCEEDINGS
During the past year the Company has been involved in legal
proceedings with Italian Ventures, LLC. In 1998, Italian Ventures formed a
joint venture with the Company under the name Regina Ventures, LLC. The
purpose of that joint venture was to jointly develop the bistro restaurants
referred to above. The relationship fell apart shortly after formation of the
joint venture due to actions and omissions by Italian Ventures that the
Company believed were inappropriate, including Italian Ventures' failure to
provide necessary and anticipated funding for the prospective joint
development. Despite the fact that no restaurant development ever took place,
Italian Ventures has made a series of claims which, if established, would
subject the Company to material damages. The Company believes that it is the
aggrieved party in this dispute and that it has strong defenses to each of
the claims, and intends to prosecute its claims and defend itself vigorously.
The parties have recently completed an unsuccessful mediation hearing and the
case is now proceeding to arbitration as provided for by the relevant
agreements between the parties. The arbitration hearing is likely to take
place in early Fall 2000, with a resolution likely before January 2001.
-15-
<PAGE>
In addition, the Company is involved in various other legal matters in
the ordinary course of its business. Each of these other matters is subject to
various uncertainties and some of these other matters may be resolved
unfavorably to the Company. Management believes that any liability that may
ultimately result from these other matters will not have a material adverse
effect on the Company's financial position.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the fourth quarter of the fiscal year covered by this report, no
matters were submitted to a vote of security holders of the Company.
-16-
<PAGE>
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company's Common Stock is traded publicly on the OTC Bulletin
Board and the Boston Stock Exchange (BSE symbol: "BNR"). As of July 18, 2000,
there were approximately 218 holders of record of the Company's Common Stock.
On July 18, 2000, the last bid and asked price of the Company's Common Stock
as reported on the OTC Bulletin Board were $0.875 and $1.01 per share,
respectively.
The table below represents the quarterly high and low bid and asked
prices for the Company's Common Stock for the Company's last two fiscal years,
as reported on the OTC Bulletin Board. The prices listed in this table reflect
quotations without adjustment for retail mark-up, mark-down or commission, and
may not represent actual transactions.
<TABLE>
<CAPTION>
HIGH BID LOW BID HIGH ASKED LOW ASKED
-------- ------- ---------- ---------
<S> <C> <C> <C> <C>
Fiscal Year Ended April 30, 2000
First Quarter $ 1.31 $ .75 $ 1.38 $ .81
Second Quarter $ 1.00 $ .69 $ 1.13 $ .72
Third Quarter $ 1.01 $ .50 $ 1.25 $ .63
Fourth Quarter $ 1.19 $ .75 $ 1.38 $ .88
Fiscal Year Ended April 25, 1999
First Quarter $ 2.19 $ 1.37 $ 2.19 $ 1.44
Second Quarter $ 1.50 $ .72 $ 1.56 $ 1.13
Third Quarter $ 1.69 $ .63 $ .84 $ .72
Fourth Quarter $ 1.06 $ .94 $ 1.13 $ 1.00
</TABLE>
The Company has never paid cash dividends on its capital stock and does
not anticipate paying any cash dividends in the foreseeable future. Rather, the
Company intends to retain all of its future earnings to finance future growth.
-17-
<PAGE>
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION
The following table sets forth for the fiscal periods indicated, 53
week period for fiscal 2000 and 52 week period for fiscal 1999, the percentage
of total revenues, unless otherwise indicated, represented by certain items
reflected in the Company's consolidated statements of income:
<TABLE>
<CAPTION>
FISCAL YEAR ENDED
----------------------------------------
APRIL 30, 2000 APRIL 25, 1999
-------------- --------------
(53 weeks) (52 weeks)
<S> <C> <C>
Income Statement Data:
Total Revenues 100% 100.0%
Costs and expenses:
Cost of food, beverages and liquor 20.5 20.9
Other operating expenses 59.2 58.4
General and administrative 10.7 13.7
Depreciation and amortization 4.8 4.5
Pre-opening costs 2.8 .3
Total costs and expenses 98.0 97.8
Operating income 2.0 2.2
Interest expense, net 2.0 2.0
Other income, net - -
Minority interest (.4) (.3)
Net income .4 .5
</TABLE>
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS FOR THE YEARS ENDED APRIL 30, 2000 AND APRIL 25, 1999
RESTAURANT SALES
Restaurant sales in fiscal 2000 were $15,961,000, compared to
$12,154,000 in the fiscal year ended April 25, 1999 ("fiscal 1999"). The
increase in restaurant sales in fiscal 2000, as compared to fiscal 1999, was
partially 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, and the
-18-
<PAGE>
new Salem, New Hampshire bistro restaurant under the Polcari's North End name
in January of 2000. Sales for the restaurants open throughout both fiscal
2000 and fiscal 1999 increased by approximately 5.2% on a comparable
fifty-two week period basis.
Net sales at the Company's Pizzeria Regina restaurants increased to
$11,358,000 in fiscal 2000 from $9,136,000 in fiscal 1999, 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 $4,540,000 in fiscal 2000 from $3,005,000 in fiscal 1999. The
increase was primarily attributable to the additional sales from the new
Salem, New Hampshire Polcari's North End bistro restaurant and increased
customer traffic at the Saugus, Massachusetts Polcari's North End restaurant.
Net sales at the Company's commissary were $63,000 in fiscal 2000
compared to $13,000 in fiscal 1999. The increase in commissary sales was
primarily attributable to sales of ingredients to the Company's Pizzeria
Regina franchise restaurants.
ROYALTIES
During fiscal 2000, the Company recognized $33,000 in royalties from
its Las Vegas, Nevada Pizzeria Regina franchise (opened November 1999) and
from a Louisville, Kentucky Pizzeria Regina franchise that opened in May
1999, but which currently is no longer operating as a Company franchise
restaurant. The Company also recognized $20,000 in franchise revenue from the
Las Vegas, Nevada Pizzeria Regina franchise in the current fiscal year.
COSTS AND EXPENSES
COST OF FOOD, BEVERAGES AND LIQUOR
Cost of food, beverages and liquor as a percentage of total revenues
for all restaurants was 21% in both fiscal 2000 and fiscal 1999.
The cost of food, beverages, and liquor as a percentage of total
revenues at the Pizzeria Regina restaurants was 17% in fiscal 2000, compared
to 18% in fiscal 1999. The decrease was principally due to lower cheese costs.
The cost of food, beverages and liquor as a percentage of total
revenues at the Company's full service casual dining restaurants decreased to
30% in fiscal 2000 from 31% in fiscal 1999, primarily due to improved cost
controls.
-19-
<PAGE>
OTHER OPERATING EXPENSES
PAYROLL EXPENSES. Payroll expenses were $4,621,000 (29% of net sales)
in fiscal 2000, compared to $3,457,000 (28% of net sales) in fiscal 1999.
Payroll expenses at the Pizzeria Regina restaurants increased to
$2,997,000 (26% of net sales) in fiscal 2000 from $2,402,000 (26% of net
sales) in fiscal 1999. The increase 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 $1,386,000 (31% of net sales) in fiscal 2000 from
$872,000 (29% of net sales) in fiscal 1999. The increase was primarily
attributable to the opening of the new Salem, New Hampshire bistro restaurant
under the Polcari's North End name.
Payroll expenses at the Company's Commissary were $238,000 for
fiscal 2000 as compared to $183,000 in fiscal 1999.
OTHER OPERATING EXPENSES, EXCLUSIVE OF PAYROLL. Other operating
expenses, exclusive of payroll, were $4,850,000 (30% of total revenues) in
fiscal 2000, compared to $3,658,000 (30% of total revenues) in fiscal 1999.
Other operating expenses, exclusive of payroll, from the Pizzeria
Regina restaurants increased to $3,423,000 (30% of net sales) in fiscal 2000
from $2,675,000 (29% of net sales) in fiscal 1999. The increase was primarily
attributable to the addition of three new Pizzeria Regina food court kiosks.
Other operating expenses, exclusive of payroll, from the Company's
full service casual dining restaurants increased to $1,125,000 (25% of net
sales) in fiscal 2000 from $826,000 (27% of net sales) in fiscal 1999. This
increase was primarily attributable to the addition of a new bistro
restaurant.
Other operating expenses also include commissary expenses, which
were $62,000 in fiscal 2000 and $53,000 in fiscal 1999, respectively. In
addition, other operating expenses included $240,000 in joint venture costs
and franchising costs in fiscal 2000 and $104,000 in fiscal 1999.
GENERAL AND ADMINISTRATIVE EXPENSES
General and administrative expenses were $1,719,000 (11% of total
revenues) in fiscal 2000, compared to $1,664,000 (14% of total revenues) in
fiscal 1999. The decrease in general and administrative expenses as a
percentage of total revenues was primarily due to the additional sales
generated by the three new Pizzeria Regina food court kiosks and the one new
Polcari's North End restaurant.
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<PAGE>
DEPRECIATION AND AMORTIZATION EXPENSES
Depreciation and amortization expense was $762,000 (5% of total
revenues) in fiscal 2000, as compared to $545,000 (4% of total revenues) in
fiscal 1999. 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 $453,000 in fiscal 2000 compared to $42,000
in fiscal 1999. Pre-opening costs for fiscal 2000 consisted primarily of
costs associated with the opening of the three new Pizzeria Regina food court
kiosks and the one new bistro restaurant. There were also pre-opening costs
in fiscal 2000 associated with the domestic franchising and international
franchising ventures.
INTEREST EXPENSE AND INTEREST INCOME
Interest expense increased to $375,000 in fiscal 2000, compared to
$314,000 in fiscal 1999. This increase was primarily due to additional
borrowings under the Company's credit facility and to additional equipment
leases associated with the three new Pizzeria Regina food court kiosks.
Interest income decreased to $48,000 in fiscal 2000 as compared to
interest income in fiscal 1999 of $72,000. The decrease in interest income was
attributable to a decrease in cash reserves.
LIQUIDITY AND CAPITAL RESOURCES
At April 30, 2000 the Company had cash equivalents of $947,000 and a
negative net working capital of $564,000. During fiscal 2000, the Company had
a net decrease in cash and cash equivalents of $916,000, reflecting net cash
provided by operating activities of $1,097,000, net cash used for investing
activities of $2,446,000 and net cash provided by financing activities of
$432,000. Net cash provided by operating activities included a decrease in
prepaid expenses of $4,000, an increase in deferred rent of $42,000, an
increase in accounts payable of $160,000 and an increase in accrued expenses
of $382,000, partially offset by an increase in inventory of $156,000, an
increase in accounts receivable of $17,000 and an increase in other assets of
$81,000. Net cash used for investing activities reflects costs associated
with the opening of the three new Pizzeria Regina food court kiosks and the
one new bistro restaurant. Net cash provided by financing activities of
$432,000 consists of net repayments of long-term debt, lease obligations and
stockholder loans in the aggregate amount of $423,000, and the purchase of
treasury stock of $25,000 offset by the proceeds of $845,000 from the
BankBoston credit line and Italian Ventures minority interest contributions
to Regina Ventures of $35,000.
-21-
<PAGE>
At April 30, 2000, the Company had current liabilities of $1,978,000,
including $396,000 of accounts payable, $1,033,000 of accrued expenses and
current maturities of long-term obligations in the amount of $549,000. At April
30, 2000, the Company had long-term obligations, less current maturities, in the
amount of $2,965,000, including $739,000 due under its new credit facility with
BankBoston, $112,000 of notes payable to a stockholder, $465,000 due under
capital lease obligations, $1,500,000 of convertible subordinated debentures,
and $149,000 of deferred rent. As of April 30, 2000, the Company had borrowed
$1,068,000 of its $2,000,000 line of credit facility with BankBoston. Subsequent
to year-end it borrowed an additional $800,000 under this credit facility
through July 18, 2000.
The Company believes that its existing resources, cash flow from
operations, and borrowings under its 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.
"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. (See "ITEM 1. BUSINESS -
RISK FACTORS.")
-22-
<PAGE>
ITEM 7. FINANCIAL STATEMENTS
BOSTON RESTAURANT ASSOCIATES, INC. AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS
PAGE
----
Boston Restaurant Associates, Inc. and Subsidiaries
Index to Financial Statements...................... F-1
Report of Independent Certified Public Accountants. F-2
Consolidated Financial Statements
Balance sheets.............................. F-3 - F-4
Statements of income........................ F-5
Statements of stockholders' equity.......... F-6
Statements of cash flows.................... F-7
Summary of accounting policies.............. F-8 - F-11
Notes to consolidated financial statements.. F-12 - F-31
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
-23-
<PAGE>
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF
THE EXCHANGE ACT
The information required by this Item 9 is hereby incorporated by
reference to the Company's definitive proxy statement to be filed by the Company
within 120 days after the close of its 2000 fiscal year.
ITEM 10. EXECUTIVE COMPENSATION
The information required by this Item 10 is hereby incorporated by
reference to the Company's definitive proxy statement to be filed by the Company
within 120 days after the close of its 2000 fiscal year.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The information required by this Item 11 is hereby incorporated by
reference to the Company's definitive proxy statement to be filed by the Company
within 120 days after the close if its 2000 fiscal year.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this Item 12 is hereby incorporated by
reference to the Company's definitive proxy statement to be filed by the Company
within 120 days after the close of its 2000 fiscal year.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT REFERENCE
NUMBER NUMBER
<S> <C> <C>
3.01 Amended Certificate of Incorporation of the Registrant Q-3.01*
3.02 Amended By-Laws of the Registrant A-3(b)*
4.01 Description of Stock (contained in the Amended Q-4.01*
Certificate of Incorporation of the Registrant, filed as
Exhibit 3.01).
</TABLE>
-24-
<PAGE>
<TABLE>
<S> <C>
4.02 Form of Certificate evidencing shares of Common Stock F-4(b)*
4.13 Guaranty of Lease of George R. Chapdelaine and John P. 0-4.01*
Polcari, Jr. dated March 17, 1998 in favor of H.C.B.
Corporation.
4.14 Guaranty of Lease of George R. Chapdelaine and John P. 0-4.02*
Polcari, Jr. dated March 17, 1998 in favor of H.C.B.
Corporation.
4.15 Guaranty of Lease of George R. Chapdelaine and John P. 0-4.03*
Polcari Jr. dated March 17, 1998 in favor of H.C.B.
Corporation
4.16 Form of Option granted to Mr. Chapdelaine and Mr. Polcari 0-4.04*
in consideration of their guaranties of Boston Restaurant
Associates, Inc. obligations under the H.C.B. Corporation
leases
10.02 Lease dated August 19, 1992 between Polcari's Inc. and A-10(k)*
the Yen H. Tow Realty Trust regarding a location in
Saugus, Massachusetts
10.03 Lease dated August 1, 1993 between Polcari Enterprises, A-10(n)*
Inc. and the E.J.H. Realty Trust regarding Registrant's
warehouse located in Somerville, Massachusetts
10.04 Lease dated October 14, 1986 between Polcari Enterprises, A-10(o)*
Inc., and Costa Fruit & Produce Co., Inc. regarding the
Registrant's commissary located in Charlestown,
Massachusetts
10.05 Lease dated June 30, 1995 between Berlin Properties G-10(p)*
Limited Partnership and Ocean, Inc. regarding a Pizzeria
Regina location in the Solomon Pond Mall, Berlin and
Marlborough, Massachusetts
</TABLE>
-25-
<PAGE>
<TABLE>
<S> <C>
10.06 Lease dated May 10, 1994 between Bellwether Properties of G-10(q)*
Massachusetts, L.P. and Ocean, Inc. regarding a Pizzeria
Regina in the Burlington Mall, Burlington, Massachusetts
10.08 Form of 1994 Non-employee Director Stock Option Plan** A-10(q)*
10.09 Form of 1994 Combination Stock Option Plan** A-10(r)*
10.10 Form of Indemnification Agreement with each of the A-10(bb)*
directors and certain officers of the Registrant**
10.11 Incentive Stock Option Plan** B-10(h)*
10.12 Non-employee Director Stock Option Plan** C-10(h)*
10.14 Lease dated July 24, 1996 between Faneuil Hall I-10.08*
Marketplace, Inc. and Fantail Restaurant, Inc. regarding
a Pizzeria Regina location in the Faneuil Hall
Marketplace Area, Boston, Massachusetts
10.15 Equipment Lease dated July 26, 1996 between HCB I-10.11*
Corporation and Ocean, Inc. regarding certain equipment
at a Pizzeria Regina location in the Solomon Pond Mall,
Berlin and Marlborough, Massachusetts
10.16 Lease dated June 30, 1995 between Berlin Properties J-10.01*
Limited Partnership and Ocean, Inc. regarding a Pizzeria
Regina Location in Solomon Pond Mall, Berlin and
Marlborough, Massachusetts
10.17 Lease dated July 7, 1997 between One Federal Street Joint K-10.01*
Venture and Pizzeria Regina of Virginia, Inc. regarding a
Pizzeria Regina located in Regency Square Mall, Richmond,
Virginia
</TABLE>
-26-
<PAGE>
<TABLE>
<S> <C>
10.18 Lease dated December 10, 1997 between Rouse-Orlando, Inc. L-10.01*
and Pizzeria Regina of Florida, Inc. regarding a Pizzeria
Regina location in the Oviedo Marketplace, Oviedo, Florida
10.19 International Development Agreement dated as of January M-10.01*
1, 1998 between Boston Restaurant Associates, Inc. and
Regina International, Ltd.
10.20 Equipment Lease dated March 17, 1998 between H.C.B. N-10.01*
Corporation and Pizzeria Regina of Virginia, Inc.
regarding certain equipment located in the Regency Square
Mall, Richmond Virginia
10.21 Equipment Lease dated March 17, 1998 between H.C.B. O-10.01*
Corporation and Pizzeria Regina of Florida, Inc.
regarding certain equipment located in the Oviedo
Marketplace, Oviedo, Florida.
10.22 Equipment Lease dated March 17, 1998 between H.C.B. O-10.02*
Corporation and Ocean, Inc. regarding certain equipment
at a Pizzeria Regina location in the Auburn Mall, Auburn,
Massachusetts.
10.23 Equipment Lease dated March 17, 1998 between H.C.B. O-10.03*
Corporation and Ocean, Inc. regarding certain equipment
at a Pizzeria Regina location in the Regency Square Mall,
Richmond, VA.
10.24 Form of Franchise Agreement dated as of January 22, 1999 P-10.24*
between Boston Restaurant Associates, Inc. and Shining
Sea, LLC.
10.25 Joint Venture Agreement dated as of December 23, 1998 P-10.25*
between Boston Restaurant Associates, Inc. and Italian
Ventures, LLC
10.26 Employment Contract of George R. Chapdelaine dated July R-99.A*
1, 1999**
</TABLE>
-27-
<PAGE>
<TABLE>
<S> <C>
21 Subsidiaries of the Registrant A-21*
23 Consent of BDO Seidman, LLP Filed
Herewith
27 Financial Schedule Filed
Herewith
</TABLE>
* In accordance with Rule 12b-32 under the Securities Exchange Act of
1934, as amended, reference is made to the documents previously filed
with the Securities and Exchange Commission, which documents are hereby
incorporated by reference.
** Management Contract or Compensatory Plan or Arrangement
A Incorporated by reference to the Company's Registration Statement on
Form SB-2 (Registration No. 33-81068). The number set forth herein is
the number of the Exhibit in said registration statement.
B Incorporated by reference to the Company's registration statement on
Form S-1 (File No. 33-31748). The number set forth herein is the number
of the Exhibit in said registration statement.
C Incorporated by reference to the Company's annual report on Form 10-K
for the year ended April 30, 1991. The number set forth herein is the
number of the Exhibit in said annual report.
D Incorporated by reference to the Company's transition report on Form
10K for the seven months ended April 30, 1990. The number set forth
herein is the number of the Exhibit in said transition report.
E Incorporated by reference to the Company's annual report on Form 10-K
for the year ended April 30, 1993. The number set forth herein is the
number of the Exhibit in said annual report.
F Incorporated by reference to the Company's annual report on Form 10-K
for the year ended April 30, 1994. The number set forth herein is the
number of the Exhibit in said annual report.
G Incorporated by reference to the Company's annual report on Form 10-K
for the year ended April 30, 1995. The number set forth herein is the
number of the Exhibit in said annual report.
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<PAGE>
H Incorporated by reference to the Company's quarterly report on Form
10-QSB for the period ended January 28, 1996. The number set forth
herein is the number of the Exhibit in said quarterly report.
I Incorporated by reference to the Company's annual report on Form 10-KSB
for the year ended April 28, 1996. The number set forth herein is the
number of the Exhibit in said annual report.
J Incorporated by reference to the Company's annual report on Form 10-KSB
for the year ended April 27, 1997. The number set forth herein is the
number of the Exhibit in said annual report.
K Incorporated by reference to the Company's quarterly report on Form
10-QSB for the period ended July 26, 1997. The number set forth herein
is the number of the Exhibit in said quarterly report.
L Incorporated by reference to the Company's quarterly report on Form
10-QSB for the period ended October 26, 1997. The number set forth
herein is the number of the Exhibit in said quarterly report.
M Incorporated by reference to the Company's Form S-2 Registration
Statement dated February 26, 1998. The number set forth herein is the
number of the Exhibit in said Registration Statement.
N Incorporated by reference to the Company's quarterly report on Form
10-QSB for the period ended January 25, 1998. The number set forth
herein is the number of the Exhibit in said quarterly report.
O Incorporated by reference to the Company's annual report on Form 10-KSB
for the year ended April 26, 1998. The number set forth herein is the
number of the Exhibit in said annual report.
P Incorporated by reference to the Company's quarterly report on Form
10-QSB for period ending January 24, 1999. The number set forth herein
is the number of the Exhibit in said quarterly report.
Q Incorporated by reference to the Company's annual report on Form 10-KSB
for the year ended April 25, 1999. The number set forth herein is the
number of the Exhibit in said annual report.
R Incorporated by reference to the Company's quarterly report on Form
10-QSB for period ending July 25, 1999. The number set forth herein is
the number of the Exhibit in said quarterly report.
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<PAGE>
(b) REPORTS ON FORM 8-K
NONE.
-30-
<PAGE>
SIGNATURES
In accordance with section 13 or 15(d) 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: 28 July, 2000 By: /s/ GEORGE R. CHAPDELAINE
-----------------------------------
George R. Chapdelaine, President
In accordance with the Securities Exchange Act of 1934, this report has
been signed below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated.
SIGNATURES DATE
/s/ GEORGE R. CHAPDELAINE 28 July, 2000
------------------------------------------
George R. Chapdelaine, Chief
Executive Officer, President and
Director (principal executive officer)
/s/ FRAN V. ROSS 28 July, 2000
------------------------------------------
Fran V. Ross, Chief Financial Officer
(principal financial and accounting officer)
------------------------------------------
Joseph J. Caruso, Director
/s/ HUGH DEVINE 28 July, 2000
------------------------------------------
Hugh Devine, Director
------------------------------------------
Suzanne Hopgood, Director
/s/ ROGER LIPTON 28 July, 2000
------------------------------------------
Roger Lipton, Director
/s/ KATHLEEN MASON 28 July, 2000
------------------------------------------
Kathleen Mason, Director
/s/ JOHN P. POLCARI, JR. 28 July, 2000
------------------------------------------
John P. Polcari, Jr., Director
/s/ LUCILLE SALHANY 28 July, 2000
------------------------------------------
Lucille Salhany, Director
/s/ TERRANCE A. SMITH 28 July, 2000
------------------------------------------
Terrance A. Smith, Director
-31-
<PAGE>
BOSTON RESTAURANT ASSOCIATES, INC.
AND SUBSIDIARIES
CONTENTS
<TABLE>
<S> <C>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS F-2
CONSOLIDATED FINANCIAL STATEMENTS:
Balance sheets F-3 to F-4
Statements of income F-5
Statements of stockholders' equity F-6
Statements of cash flows F-7
Summary of accounting policies F-8 to F-11
Notes to consolidated financial statements F-12 to F-31
</TABLE>
F-1
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Board of Directors and Stockholders of
Boston Restaurant Associates, Inc.
We have audited the accompanying consolidated balance sheets of Boston
Restaurant Associates, Inc. and subsidiaries as of April 30, 2000 and April 25,
1999, and the related consolidated statements of income, stockholders' equity,
and cash flows for the years then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Boston Restaurant
Associates, Inc. and subsidiaries at April 30, 2000 and April 25, 1999, and the
results of their operations and their cash flows for the years then ended, in
conformity with generally accepted accounting principles.
BDO Seidman, LLP
Boston, Massachusetts
June 28, 2000
F-2
<PAGE>
BOSTON RESTAURANT ASSOCIATES, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
APRIL 30, April 25,
2000 1999
-----------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS (Note 4)
CURRENT:
Cash and cash equivalents $ 947,386 $1,863,299
Accounts receivable 49,276 32,121
Inventories (Note 1) 370,672 214,657
Prepaid expenses and other 46,915 51,085
-----------------------------------------------------------------------------------------------------------
Total current assets 1,414,249 2,161,162
-----------------------------------------------------------------------------------------------------------
PROPERTY AND EQUIPMENT (Note 8):
Building 512,500 512,500
Leasehold improvements 5,166,962 3,220,587
Equipment, furniture and fixtures 3,192,541 2,290,488
-----------------------------------------------------------------------------------------------------------
8,872,003 6,023,575
Less accumulated depreciation and amortization 3,207,082 2,567,084
-----------------------------------------------------------------------------------------------------------
Net property and equipment 5,664,921 3,456,491
-----------------------------------------------------------------------------------------------------------
OTHER ASSETS (Note 2) 1,228,706 1,270,041
-----------------------------------------------------------------------------------------------------------
$ 8,307,876 $6,887,694
===========================================================================================================
</TABLE>
SEE ACCOMPANYING SUMMARY OF ACCOUNTING POLICIES AND NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS.
F-3
<PAGE>
BOSTON RESTAURANT ASSOCIATES, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(CONTINUED)
<TABLE>
<CAPTION>
APRIL 30, April 25,
2000 1999
--------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 396,337 $ 236,770
Accrued expenses (Note 3) 1,032,610 651,089
Current maturities (Notes 4, 5, and 8):
Long-term debt 328,963 122,076
Notes payable - stockholder 4,994 4,740
Obligations under capital leases 215,100 102,200
--------------------------------------------------------------------------------------------------------------------------
Total current liabilities 1,978,004 1,116,875
LONG-TERM OBLIGATIONS:
Long-term debt, less current maturities (Note 4) 738,567 362,925
Notes payable - stockholder, less current maturities (Note 5) 111,577 116,569
Obligations under capital leases, less current maturities (Note 8) 465,749 331,403
Deferred rent (Note 8) 148,737 106,513
Subordinated debentures (Note 6) 1,500,000 1,500,000
--------------------------------------------------------------------------------------------------------------------------
Total liabilities 4,942,634 3,534,285
--------------------------------------------------------------------------------------------------------------------------
MINORITY INTEREST IN CONSOLIDATED SUBSIDIARY -- 29,009
--------------------------------------------------------------------------------------------------------------------------
COMMITMENTS AND CONTINGENCIES (Notes 8 and 9)
STOCKHOLDERS' EQUITY (Notes 6 and 9):
Preferred stock, $.01 par value, 10,000,000 shares authorized;
none issued -- --
Common stock, $.01 par value 25,000,000 shares authorized;
issued 7,060,170 shares; outstanding 7,035,170 and 7,060,170 shares 70,602 70,602
Additional paid-in capital 10,922,636 10,922,636
Accumulated deficit (7,603,304) (7,668,838)
--------------------------------------------------------------------------------------------------------------------------
3,389,934 3,324,400
Less treasury stock, 25,000 shares in 2000 at cost (24,692) -
--------------------------------------------------------------------------------------------------------------------------
Total stockholders' equity 3,365,242 3,324,400
--------------------------------------------------------------------------------------------------------------------------
$ 8,307,876 $ 6,887,694
==========================================================================================================================
</TABLE>
SEE ACCOMPANYING SUMMARY OF ACCOUNTING POLICIES AND NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS.
F-4
<PAGE>
BOSTON RESTAURANT ASSOCIATES, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
APRIL 30, April 25,
YEARS ENDED 2000 1999
--------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
REVENUES:
Restaurant sales $ 15,960,743 $ 12,153,934
Franchise fees (Note 8) 52,578 20,000
--------------------------------------------------------------------------------------------------------------------------
Total revenues 16,013,321 12,173,934
--------------------------------------------------------------------------------------------------------------------------
COSTS AND EXPENSES:
Cost of food, beverages and liquor 3,284,015 2,546,026
Other operating expenses 9,471,227 7,114,457
General and administrative 1,719,071 1,663,649
Depreciation and amortization 762,346 545,092
Pre-opening costs 453,002 42,197
--------------------------------------------------------------------------------------------------------------------------
Total costs and expenses 15,689,661 11,911,421
--------------------------------------------------------------------------------------------------------------------------
OPERATING INCOME 323,660 262,513
INTEREST EXPENSE, net of interest income of $48,257 and
$72,013 in 2000 and 1999, respectively (327,164) (241,973)
OTHER INCOME, net 5,171 4,963
--------------------------------------------------------------------------------------------------------------------------
Income before minority interest 1,667 25,503
MINORITY INTEREST IN NET LOSS OF SUBSIDIARY 63,867 34,133
--------------------------------------------------------------------------------------------------------------------------
NET INCOME $ 65,534 $ 59,636
--------------------------------------------------------------------------------------------------------------------------
NET INCOME PER SHARE OF COMMON STOCK (Note 11):
Basic $ 0.01 $ 0.01
Diluted $ 0.01 $ 0.01
</TABLE>
SEE ACCOMPANYING SUMMARY OF ACCOUNTING POLICIES AND NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS.
F-5
<PAGE>
BOSTON RESTAURANT ASSOCIATES, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------
Common Stock
$.01 PAR VALUE Additional Accumulated TREASURY STOCK Total
-------------- Paid-in ---------------- Stockholder's
Shares Amount Capital Deficit Shares Amount Equity
-----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE, April 26, 1998 7,021,970 $70,220 $10,846,333 $(7,728,474) -- $ -- $3,188,079
Exercise of employee stock
options 2,200 22 2,178 -- -- -- 2,200
Issuance of common stock
in exchange for
services (Note 10) 36,000 360 17,816 -- -- -- 18,176
Issuance of options
in exchange for
services (Note 10) -- -- 56,309 -- -- -- 56,309
Net income for the year -- -- -- 59,636 -- -- 59,636
-----------------------------------------------------------------------------------------------------------------------------
BALANCE, April 25, 1999 7,060,170 70,602 10,922,636 (7,668,838) -- -- 3,324,400
Purchase of treasury stock -- -- -- -- 25,000 (24,692) (24,692)
Net income for the year -- -- -- 65,534 -- -- 65,534
-----------------------------------------------------------------------------------------------------------------------------
BALANCE, April 30, 2000 7,060,170 $70,602 $10,922,636 $(7,603,304) 25,000 $(24,692) $3,365,242
=============================================================================================================================
</TABLE>
SEE ACCOMPANYING SUMMARY OF ACCOUNTING POLICIES AND NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS.
F-6
<PAGE>
BOSTON RESTAURANT ASSOCIATES, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(NOTE 10)
<TABLE>
<CAPTION>
APRIL 30, April 25,
YEARS ENDED 2000 1999
----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 65,534 $ 59,636
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 762,346 545,092
Options granted in exchange for services -- 56,309
Common stock issued in exchange for services -- 18,176
Minority interest in net loss of subsidiary (63,867) (34,133)
Changes in operating assets and liabilities:
Accounts receivable (17,155) 14,837
Inventories (156,015) (2,586)
Prepaid expenses and other 4,170 (1,933)
Other assets (81,013) (43,901)
Accounts payable 159,567 (77,354)
Accrued expenses 381,521 160,564
Deferred rent 42,224 20,851
----------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities 1,097,312 715,558
----------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (2,452,581) (485,960)
Proceeds from sales of fixed assets 7,000 --
----------------------------------------------------------------------------------------------------------------
Net cash used for investing activities (2,445,581) (485,960)
----------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of long-term debt 845,000 538,472
Repayments of long-term debt (262,471) (678,471)
Repayments of capital lease obligations (155,601) (75,481)
Repayments of stockholder loans (4,738) (4,522)
Minority interest investment in subsidiary 34,858 63,142
Proceeds from exercise of stock options -- 2,200
Purchase of treasury stock (24,692) --
----------------------------------------------------------------------------------------------------------------
Net cash provided by (used for) financing activities 432,356 (154,660)
----------------------------------------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (915,913) 74,938
CASH AND CASH EQUIVALENTS, beginning of year 1,863,299 1,788,361
----------------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS, end of year $ 947,386 $1,863,299
----------------------------------------------------------------------------------------------------------------
</TABLE>
SEE ACCOMPANYING SUMMARY OF ACCOUNTING POLICIES AND NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS.
F-7
<PAGE>
BOSTON RESTAURANT ASSOCIATES, INC.
AND SUBSIDIARIES
SUMMARY OF ACCOUNTING POLICIES
<TABLE>
<S> <C>
NATURE OF BUSINESS The Company is engaged in the restaurant business. As of
AND BASIS OF April 30, 2000, the Company operated thirteen pizza
PRESENTATION restaurants and two casual Italian dining restaurants. As
of April 25, 1999, the Company operated ten pizza
restaurants and one casual Italian dining restaurant.
The consolidated financial statements include the accounts
of the Company and its majority-owned subsidiaries. All
significant intercompany balances and transactions have
been eliminated.
FISCAL YEAR The Company's fiscal year ends on the last Sunday in April.
Fiscal years 2000 and 1999 included 53 weeks and 52 weeks,
respectively.
USE OF ESTIMATES The preparation of financial statements in conformity with
generally accepted accounting principles requires
management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date
of the financial statements and reported amounts of
revenues and expenses during the reporting period. Actual
results could differ from those estimates.
CASH EQUIVALENTS For purposes of the statements of cash flows, the Company
considers all highly liquid debt instruments purchased with
maturities of three months or less to be cash equivalents.
Cash equivalents were approximately $293,000 and $1,415,000
at April 30, 2000 and April 25, 1999, respectively.
FINANCIAL The estimated fair values of the Company's financial
INSTRUMENTS instruments, which consist of cash and cash equivalents,
accounts receivable, accounts payable, accrued expenses,
and certain long-term obligations, approximate their
carrying values based on their maturity dates and
prevailing market interest rates.
INVENTORIES Inventories are valued at the lower of cost (first-in,
first-out) or market.
</TABLE>
F-8
<PAGE>
BOSTON RESTAURANT ASSOCIATES, INC.
AND SUBSIDIARIES
SUMMARY OF ACCOUNTING POLICIES
<TABLE>
<S> <C>
PROPERTY AND Property and equipment are stated at cost. Depreciation is
EQUIPMENT computed using accelerated and straight-line methods over
the estimated useful lives of the assets. Leasehold
improvements are amortized over the estimated useful lives
of the improvements or the length of the related lease,
including anticipated renewal periods, whichever is
shorter.
OTHER ASSETS
GOODWILL Goodwill resulting from the excess of cost over the fair
value of net assets acquired is being amortized on a
straight-line basis over 20 years.
DEFERRED FINANCING Costs incurred in connection with obtaining financing are
COSTS amortized over the terms of the related debt.
LEASE ACQUISITION Costs incurred in connection with the purchases of leases
RIGHTS are being amortized over the terms of the leases.
REVENUE RECOGNITION
RESTAURANT SALES Substantially all restaurant sales represent retail sales
to the general public through Company-owned restaurants.
Such amounts are recognized as revenue at the point of
sale.
FRANCHISE FEES Franchise fees resulting from the sale of individual
franchise locations are recognized as revenue upon the
commencement of franchise operations. Revenues from the
sale of area development rights are recognized
proportionately as the franchised restaurants, subject to
the area development agreements, commence operations.
Franchise royalties, which are based on a percentage of
franchised restaurants' sales, are recognized as earned.
ADVERTISING COSTS Advertising costs are expensed when incurred. Advertising
expense amounted to approximately $177,000 in 2000 and
$203,000 in 1999.
</TABLE>
F-9
<PAGE>
BOSTON RESTAURANT ASSOCIATES, INC.
AND SUBSIDIARIES
SUMMARY OF ACCOUNTING POLICIES
<TABLE>
<S> <C>
PRE-OPENING COSTS All nonrecurring costs, such as recruiting, training and
other initial direct administrative expenses associated
with the opening of new restaurant locations are expensed
as incurred.
TAXES ON INCOME The Company accounts for income taxes under the asset and
liability method pursuant to Statement of Financial
Accounting Standards No. 109 ("SFAS No. 109"), "Accounting
for Income Taxes." Under SFAS No. 109, deferred income
taxes are recognized for the future tax consequences
attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and
their respective tax basis. Deferred tax assets and
liabilities are measured using enacted tax rates expected
to apply to taxable income in the years in which those
temporary differences are expected to be recovered or
settled. The effect of any tax rate change on deferred
taxes is recognized in income in the period that includes
the enactment date of the tax rate change.
STOCK OPTIONS The Company follows the provisions of Statement of
Financial Accounting Standards No. 123, "Accounting for
Stock-Based Compensation." The Company has elected to
continue to account for stock options at their intrinsic
value with disclosure of the effects of fair value
accounting on earnings and earnings per share of common
stock on a pro forma basis.
NET INCOME PER The Company follows Statement of Financial Accounting
SHARE OF COMMON Standards No. 128 ("SFAS No. 128"), "Earnings per Share."
STOCK Under SFAS No. 128, basic earnings per share excludes the
effect of any dilutive options, warrants or convertible
securities and is computed by dividing the net income
(loss) available to common shareholders by the weighted
average number of common shares outstanding for the period.
Diluted earnings per share is computed by dividing the net
income (loss) available to common shareholders by the sum
of the weighted average number of common shares and common
share equivalents computed using the average market price
for the period under the treasury stock method.
</TABLE>
F-10
<PAGE>
BOSTON RESTAURANT ASSOCIATES, INC.
AND SUBSIDIARIES
SUMMARY OF ACCOUNTING POLICIES
<TABLE>
<S> <C>
LONG-LIVED ASSETS The Company evaluates its long-lived assets under the
provisions of Statement of Financial Accounting Standards
No. 121 ("SFAS No. 121"), "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed
of." SFAS No. 121 establishes accounting standards for the
impairment of long-lived assets and certain identifiable
intangibles to be held and used and for long-lived assets
and certain identifiable intangibles to be disposed of.
The Company reviews the carrying values of its long-lived
and identifiable intangible assets for possible impairment
whenever events or changes in circumstances indicate that
the carrying amounts of the assets may not be recoverable.
NEW ACCOUNTING In June 1998, the Financial Accounting Standards Board
STANDARD issued SFAS No. 133, "Accounting for Derivative Instruments
and Hedging Activities" ("SFAS No. 133"). SFAS No. 133
requires companies to recognize all derivative contracts as
either assets or liabilities in the balance sheet and to
measure them at their fair values. If certain conditions
are met, a derivative may be specifically designated as a
hedge, the objective of which is to match the timing of
gain or loss recognition on the hedging derivative with the
recognition of (i) the changes in the fair value of the
hedged assets or liability or (ii) the earnings effect of
the hedged forecasted transaction. For a derivative not
designated as a hedging instrument, the gain or loss is
recognized in income in the period of change. SFAS No. 133,
as amended, is effective for all fiscal quarters of fiscal
years beginning after June 15, 2000.
Historically, the Company has not entered into derivative
contracts either to hedge existing risks or for speculative
purposes. Accordingly, the Company does not expect adoption
of the new standard to affect its financial statements.
</TABLE>
F-11
<PAGE>
BOSTON RESTAURANT ASSOCIATES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. INVENTORIES Inventories consist of the following:
<TABLE>
<CAPTION>
APRIL 30, April 25,
2000 1999
--------------------------------------------------------------------------------------
<S> <C> <C>
Food, beverages, and liquor $ 195,372 $ 105,643
Paper goods and supplies 175,300 109,014
--------------------------------------------------------------------------------------
Total $ 370,672 $ 214,657
======================================================================================
</TABLE>
2. OTHER ASSETS Other assets consist of the following:
<TABLE>
<CAPTION>
APRIL 30, April 25,
2000 1999
--------------------------------------------------------------------------------------
<S> <C> <C>
Goodwill $ 765,133 $ 765,133
Lease acquisition rights 290,700 290,700
Deferred financing costs 281,275 288,775
Deposits and other 338,913 243,848
--------------------------------------------------------------------------------------
1,676,021 1,588,456
Less accumulated amortization 447,315 318,415
--------------------------------------------------------------------------------------
Other assets, net $ 1,228,706 $ 1,270,041
--------------------------------------------------------------------------------------
</TABLE>
F-12
<PAGE>
BOSTON RESTAURANT ASSOCIATES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
3. ACCRUED EXPENSES Accrued expenses consist of the following:
<TABLE>
<CAPTION>
APRIL 30, April 25,
2000 1999
-------------------------------------------------------------------------------------
<S> <C> <C>
Compensation $ 275,836 $ 222,464
Interest 195,569 168,207
Other 154,587 52,977
Professional fees 138,771 87,176
Accrued rent 106,883 24,114
Taxes other than income taxes 88,925 44,944
Gift certificates 72,039 51,207
--------------------------------------------------------------------------------------
Total $ 1,032,610 $ 651,089
--------------------------------------------------------------------------------------
</TABLE>
4. REVOLVING CREDIT In November 1998, the Company obtained a $2,000,000
FACILITY AND revolving credit facility with a bank which was fully
LONG-TERM DEBT utilized as of May 31, 2000. At the Company's option,
borrowings used to repay existing bank debt or to finance
construction of new restaurant locations may be in the form
of a term loan, payable over a four year period with
variable interest rate options. Borrowings used to fund
short-term working capital needs bear interest at the
bank's base lending rate plus 1%. Such borrowings plus
accrued interest are due in full within 30 days of
issuance. The Revolving Credit Facility Agreement requires
compliance with various covenants including leverage ratio,
debt service ratio and certain earnings ratios. Outstanding
borrowings against this credit facility amounted to
$1,067,530 at April 30, 2000 and consisted of term notes
payable. All borrowings under the revolving credit facility
are collateralized by substantially all of the Company's
assets.
F-13
<PAGE>
BOSTON RESTAURANT ASSOCIATES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
4. REVOLVING CREDIT
FACILITY AND
LONG-TERM DEBT
(Continued)
LONG-TERM DEBT Long-term debt consists of the following:
<TABLE>
<CAPTION>
APRIL 30, April 25,
2000 1999
--------------------------------------------------------------------------------------
<S> <C> <C>
Notes payable to a bank bearing interest
at 7.84%, representing borrowings
against the Company's revolving credit
facility, payable in aggregate monthly
installments of $12,984 through
November 2002. $363,280 $485,001
Notes payable to a bank bearing interest at
8.89%, representing borrowings against the
Company's revolving credit facility, payable
in aggregate monthly installments of $8,443
through June 2003. 278,741 --
Notes payable to a bank bearing interest at
9.12%, representing borrowings against the
Company's revolving credit facility, payable
in aggregate monthly installments of $7,607
through August 2003. 261,543 --
</TABLE>
F-14
<PAGE>
BOSTON RESTAURANT ASSOCIATES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
4. REVOLVING CREDIT
FACILITY AND
LONG-TERM DEBT
(Continued)
LONG-TERM DEBT
(Continued)
<TABLE>
<CAPTION>
APRIL 30, April 25,
2000 1999
-------------------------------------------------------------------------------------
<S> <C> <C>
Notes payable to a bank bearing interest at
8.89%, representing borrowings against the
Company's revolving credit facility, payable
in aggregate monthly installments of $4,967
through June 2003. 163,966 --
-------------------------------------------------------------------------------------
Total 1,067,530 485,001
Less current maturities 328,963 122,076
-------------------------------------------------------------------------------------
Long-term debt $ 738,567 $ 362,925
=====================================================================================
</TABLE>
Maturities of long-term debt are as
follows:
<TABLE>
<CAPTION>
FISCAL YEAR ENDING Amount
--------------------------------------------------------------------------------------
<S> <C>
2001 $ 328,963
2002 358,109
2003 324,076
2004 56,382
--------------------------------------------------------------------------------------
Total $ 1,067,530
--------------------------------------------------------------------------------------
</TABLE>
F-15
<PAGE>
BOSTON RESTAURANT ASSOCIATES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
5. NOTES PAYABLE - Notes payable - stockholder consists of two notes, with
STOCKHOLDER interest at 7.18% and 8%, payable in aggregate monthly
installments of principal and interest of $810, maturing
January 2017. Maturities of notes payable-stockholder are
as follows:
<TABLE>
<CAPTION>
FISCAL YEAR ENDING Amount
------------------------------------------------------
<S> <C>
2001 $ 4,994
2002 5,274
2003 5,567
2004 5,820
2005 6,114
Thereafter 88,802
------------------------------------------------------
Total $ 116,571
======================================================
</TABLE>
6. SUBORDINATED Subordinated debentures outstanding at April 30, 2000 and
DEBENTURES April 25, 1999 consist of convertible debentures bearing
interest at variable rates of 8% through December 31, 1997,
10% through December 31, 1998, 12% through December 31,
1999 and 14% through December 31, 2011, payable
semi-annually and convertible into the Company's common
stock at a conversion rate of $1.25 per share. The Company
has recorded interest costs related to these debentures at
a straight-lined rate of 13.2%. The convertible debentures
are convertible at the option of the holder, at any time,
and automatically convert into shares of common stock at
the conversion rate if the average bid price of the
Company's common stock for any sixty consecutive trading
days is equal to or greater than $3.00. The debentures are
due on December 31, 2011.
F-16
<PAGE>
BOSTON RESTAURANT ASSOCIATES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
7. TAXES ON INCOME At April 30, 2000, the Company has the following net
operating loss carryforwards, subject to review by the
Internal Revenue Service, available to offset future
federal taxable income:
<TABLE>
<CAPTION>
Expiration
Amount Dates
-----------------------------------------------------------------------------------------------------
<S> <C> <C>
Net operating losses purchased in a 1994
acquisition, whose use is limited. $2,867,000 2004-2009
Net operating losses incurred before and
after acquisition and available for
immediate offset against taxable
income. $4,189,000 2000-2013
</TABLE>
Deferred tax assets are comprised of the following:
<TABLE>
<CAPTION>
APRIL 30, April 25,
2000 1999
--------------------------------------------------------------------------------------
<S> <C> <C>
Deferred tax assets:
Net operating loss carryforwards $ 2,822,400 $ 2,932,000
Depreciation 376,000 374,000
Valuation allowance (3,198,400) (3,306,000)
--------------------------------------------------------------------------------------
Net deferred tax assets $ -- $ --
======================================================================================
</TABLE>
The Company has provided a valuation allowance equal to
100% of its total deferred tax assets in recognition of the
uncertainty regarding the ultimate amount of the deferred
tax assets that will be realized.
F-17
<PAGE>
BOSTON RESTAURANT ASSOCIATES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
7. TAXES ON INCOME A reconciliation of the statutory federal income tax rate
(Continued) and the effective tax rate as a percentage of income before
taxes on income is as follows:
<TABLE>
<CAPTION>
APRIL 30, April 25,
YEARS ENDED 2000 1999
--------------------------------------------------------------------------------------
<S> <C> <C>
Statutory rate 34.0% 34.0%
Utilization of net operating loss carryforward
generating no current or deferred tax effect. (34.0) (34.0)
--------------------------------------------------------------------------------------
Effective tax rate --% --%
======================================================================================
</TABLE>
8. COMMITMENTS AND
CONTINGENCIES
LEASES The Company is obligated under noncancellable operating
leases for its leased restaurant locations, office,
commissary and warehouse space. Lease terms range from five
to twenty years and, in certain instances, include options
to extend the original terms. Generally, the Company is
required to pay its proportionate share of real estate
taxes, insurance, common area, and other operating costs in
addition to annual base rent. Substantially all restaurant
leases provide for contingent rent based on sales in excess
of specified amounts. The Company also leases equipment
under capital leases.
The following is an analysis of equipment held under
capital leases, included in property and equipment in the
accompanying consolidated balance sheets:
<TABLE>
<CAPTION>
APRIL 30, April 25,
YEARS ENDED 2000 1999
------------------------------------------------------------------------------------
<S> <C> <C>
Equipment $ 964,966 $ 566,095
Less accumulated amortization 255,147 94,021
------------------------------------------------------------------------------------
Net leased property under capital leases $ 709,819 $ 472,074
====================================================================================
</TABLE>
F-18
<PAGE>
BOSTON RESTAURANT ASSOCIATES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
8. COMMITMENTS AND
CONTINGENCIES
LEASES Aggregate minimum rental requirements under capital leases
(Continued) and operating leases as of April 30, 2000, are
approximately as follows:
<TABLE>
<CAPTION>
Capital Operating
FISCAL YEAR ENDING Leases Leases
------------------------------------------------------------------------------------
<S> <C> <C>
2001 $ 279,528 $ 2,517,000
2002 257,848 2,473,000
2003 231,602 2,408,000
2004 28,381 2,352,000
2005 -- 2,195,000
Thereafter -- 7,553,000
------------------------------------------------------------------------------------
Total minimum lease payments 797,359 $ 19,498,000
===============
Amount representing interest 116,510
--------------------------------------------------------------
Present value of net minimum
lease payments 680,849
Less current maturities 215,100
--------------------------------------------------------------
Long-term maturities $ 465,749
--------------------------------------------------------------
</TABLE>
Deferred rent liabilities of $148,737 and $106,513 as of
April 30, 2000 and April 25, 1999, respectively, were
recorded in order to recognize lease escalation provisions
on a straight-line basis for certain operating leases.
Rent expense under all operating leases amounted to
approximately $2,191,000 and $1,668,000 during fiscal 2000
and 1999, respectively, which included contingent rent of
approximately $81,000 and $34,000, respectively.
F-19
<PAGE>
BOSTON RESTAURANT ASSOCIATES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<S> <C>
8. COMMITMENTS AND
CONTINGENCIES
(Continued)
LEASE GUARANTEES In connection with the sale of a restaurant to a
non-affiliated third-party, the Company is a guarantor of
certain lease payments required under a lease assumed by
the buyer which expires in fiscal 2001. At April 30, 2000,
the Company is contingently liable for approximately
$161,000 under the guaranty. The Company's management
believes that the buyer of the location will be able to
perform under the terms of the lease and that no payments
will be required and no losses will be incurred by the
Company under the guaranty.
FRANCHISING In December 1997, the Company formed Boston Restaurant
Associates International, Inc. ("BRAII"), a wholly-owned
subsidiary, for the purpose of offering Pizzeria Regina and
Polcari's North End bistro restaurant franchise opportunities
both domestically and internationally. During fiscal 2000,
the Company recognized $52,578 in franchise fee revenues,
$20,000 relating to the opening of a domestic Pizzeria
Regina franchise, and $32,578 related to royalties.
Approximately $6,700 in royalty revenues were related to a
franchise controlled by a Company director. During fiscal
1999, the Company recognized $20,000 in franchise fee
revenues related to the opening of a domestic Pizzeria
Regina franchise controlled by a Company director.
</TABLE>
F-20
<PAGE>
BOSTON RESTAURANT ASSOCIATES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<S> <C>
8. COMMITMENTS AND
CONTINGENCIES
(Continued)
INTERNATIONAL In January 1998, the Company entered into an International
DEVELOPMENT Development Agreement ("Development Agreement") with
AGREEMENT Regina International, Ltd. ("Regina International"), a
corporation controlled by a Company director, to pursue and
develop franchise territories outside the Americas,
anticipated to be principally in Europe, the Far East, and
the Pacific Rim.
The Development Agreement, which is for an initial term of
five and a half years, requires the Company to pay a
monthly development fee of $7,000 beginning the month after
the first territory fee has been received and continuing
for sixty months, provided the Development Agreement has
not been earlier terminated. The Development Agreement
provides that either party may re-negotiate the agreement
pursuant to a written notice prior to the end of the
initial term. If the parties are unable to re-negotiate
this agreement on mutually satisfactory terms, the Company
and Regina International have the right to cause the
Company to pay Regina International a one-time buy-out fee
equal to the aggregate gross revenues of BRAII for the 5
years immediately preceding the buy-out or such shorter
period, if 5 years have not elapsed less certain
international expenses, as defined.
The Company is also required to pay Regina International
during the term of the agreement a royalty equal to 40% of
the gross revenues of BRAII less international expenses.
The royalty payment is subject to reduction, if certain
levels of international expenses in relation to revenues
are not achieved by BRAII. As of April 30, 2000, no
development fees or royalties have been earned.
</TABLE>
F-21
<PAGE>
BOSTON RESTAURANT ASSOCIATES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<S> <C>
8. COMMITMENTS AND
CONTINGENCIES
(Continued)
LITIGATION (A) JOINT VENTURE AND DEVELOPMENT AGREEMENTS
In December 1998, the Company formed a joint venture with
Italian Ventures, LLC ("Italian Ventures"), a Kentucky
limited liability company controlled by two then Company
directors, and entered into a Development Agreement (the
"Agreement") for the purpose of developing domestic casual
Italian dining restaurants in a bistro format. The Company
has a 51% equity interest in the joint venture entity,
Regina Ventures, LLC ("Regina Ventures").
The Agreement, which has an initial term of 20 years,
provides for a "Put Option", which may be exercised by
Italian Ventures and a "Call Option", which may be
exercised by the Company. After the first 60 months of the
Agreement, Italian Ventures may exercise its Put Option and
cause the Company to purchase its 49% equity interest in
Regina Ventures plus the assets (excluding cash, cash
equivalents and accounts receivable) of Italian Ventures
and its affiliates used in any Regina Ventures restaurants
developed under the Agreement (the "Italian Ventures Equity
Interest"). After the first 36 months of the Agreement, the
Company may exercise its Call Option and thereby elect to
purchase the Italian Ventures Equity Interest. Under
certain limited circumstances, as defined in the Agreement,
the Put and Call Options may be exercised prior to the
respective initial 36 and 60 months of the Agreement. If
neither the Put nor the Call Option is exercised and, at
the end of the initial term, the Company and Italian
Ventures do not agree to extend the Agreement, the Company
shall purchase the Italian Ventures Equity Interest. In all
scenarios, the purchase price for the Italian Ventures
Equity Interest shall be based on the earnings and net
assets of Regina Ventures, as defined in the Agreement, and
payable in cash, Company common stock, or a combination of
both, at the discretion of the Company.
</TABLE>
F-22
<PAGE>
BOSTON RESTAURANT ASSOCIATES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<S> <C>
8. COMMITMENTS AND
CONTINGENCIES
(Continued)
LITIGATION (A) JOINT VENTURE AND DEVELOPMENT AGREEMENTS (continued)
(Continued)
During fiscal 2000, the Company has been involved in legal
proceedings with Italian Ventures, LLC. The purpose of that
joint venture was to jointly develop so-called "bistro"
restaurants, which were predicated upon existing Company
restaurant concepts; that is, the Saugus-based Polcari's
North End restaurant and the Pizzeria Regina restaurants.
The relationship fell apart shortly after formation of the
joint venture due to actions and omissions by Italian
Ventures that the Company believed were inappropriate,
including Italian Ventures' failure to provide necessary
and anticipated funding for the prospective joint
development. Despite the fact that no joint restaurant
development ever took place, Italian Ventures has made a
series of claims which, if established, would subject the
Company to material damages. The Company believes that it
is the aggrieved party in this dispute and that it has
strong defenses to each of the claims, and intends to
prosecute its claims and defend itself vigorously.
The parties have recently completed an unsuccessful
mediation hearing and the case is now proceeding to
arbitration as provided for by the relevant agreements
between the parties. The arbitration hearing is likely to
take place in early Fall 2000, with a resolution likely
before January 2001.
(B) OTHER MATTERS
In addition, the Company is involved in various other legal
matters in the ordinary course of its business. Each of
these other matters is subject to various uncertainties and
some of these other matters may be resolved unfavorably to
the Company. Management believes that any liability that
may ultimately result from these other matters will not
have a material adverse effect on the Company's financial
position.
</TABLE>
F-23
<PAGE>
BOSTON RESTAURANT ASSOCIATES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<S> <C>
9. STOCKHOLDERS'
EQUITY
PREFERRED STOCK In September 1998, the Company's stockholders authorized
the Company to issue up to 10,000,000 shares of preferred
stock, $.01 par value per share. The preferred stock may be
issued in one or more series. The terms of the issuances
will be determined by the Board of Directors on the dates
of the issuances and may include provisions for voting
rights, preferences, conversion and redemption rights, and
other limitations or restrictions.
STOCK OPTIONS
AND WARRANTS In July 1994, the Company's stockholders approved the 1994
Combination Stock Option Plan (the "1994 Combination Plan")
and the 1994 Non-Employee Director Stock Option Plan (the
"1994 Director Plan").
The 1994 Combination Plan provides for the granting of
incentive stock options intended to qualify under the
requirements of the Internal Revenue Code and options not
qualified as incentive stock options. Incentive stock
options may only be granted to employees of the Company.
Non-employees contributing to the success of the Company
are eligible to receive non-qualified stock options. The
1994 Combination Plan is to be administered by a Committee
designated by the Board of Directors. Options under the
1994 Combination Plan may not be granted after July 2004
and the exercise price shall be at least equal to the fair
market value of the common stock at the grant date.
</TABLE>
F-24
<PAGE>
BOSTON RESTAURANT ASSOCIATES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<S> <C>
9. STOCKHOLDERS'
EQUITY
(Continued)
STOCK OPTIONS
AND WARRANTS
(Continued) Incentive stock options may be granted to holders of more
than 10% of the Company's common stock at an exercise price
of at least 110% of the fair market value of the Company's
common stock at the grant date. The terms of the options
granted are to be determined by the Committee, but in no
event shall the term of any incentive stock option extend
beyond three months after the time a participant ceases to
be an employee of the Company. No options may be exercised
more than five years after the date of the grant for 10%
stockholders, or ten years after the date of grant for all
other participants. A total of 500,000 shares of common
stock have been reserved for issuance under the 1994
Combination Plan.
The 1994 Director Plan, as amended, provides for the
granting to each eligible non-employee director of the
Company options to purchase shares of the Company's common
stock. Options granted under the 1994 Director Plan become
exercisable over a ten year period at an exercise price
equal to the fair market value of the Company's common
stock at the grant date and expire ten years from the grant
date. A total of 500,000 shares have been reserved for
issuance under the 1994 Director Plan.
</TABLE>
F-25
<PAGE>
BOSTON RESTAURANT ASSOCIATES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<S> <C>
9. STOCKHOLDERS'
EQUITY
(Continued)
STOCK OPTIONS Changes in options outstanding under the 1994 Plans,
AND WARRANTS options issued in connection with the guarantees of certain
(Continued) leases and debt by the Company's President and Treasurer,
and options issued under prior plans which have expired are
summarized as follows:
</TABLE>
<TABLE>
<CAPTION>
Weighted-
Average
Exercise
Shares Price
--------------------------------------------------------------------------------------
<S> <C> <C>
BALANCE, April 26, 1998 987,946 $ 1.08
Granted 145,000 1.13
Exercised (2,200) 1.00
--------------------------------------------------------------------------------------
BALANCE, April 25, 1999 1,130,746 1.08
Granted 136,500 1.00
--------------------------------------------------------------------------------------
BALANCE, April 30, 2000 1,267,246 $ 1.07
======================================================================================
</TABLE>
As of April 30, 2000, options for 1,056,646 shares were
exercisable at prices ranging from $0.88 to $2.38. As of
April 25, 1999, options for 902,846 shares were exercisable
at prices ranging from $0.88 to $2.38.
F-26
<PAGE>
BOSTON RESTAURANT ASSOCIATES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<S> <C>
9. STOCKHOLDERS'
EQUITY
(Continued)
STOCK OPTIONS The following tables summarizes stock options outstanding
AND WARRANTS and exercisable at April 30, 2000:
(Continued)
</TABLE>
<TABLE>
<CAPTION>
OPTIONS OUTSTANDING
-----------------------------------------------------
Weighted-
Average Weighted-
Range of Remaining Average
Exercise Number Contractual Exercise
Prices Outstanding Life (years) Price
-------------------------------------------------------------------------------------
<S> <C> <C> <C>
$ 2.38 5,000 5.3 $ 2.38
1.88 42,000 5.9 1.88
1.24 - 1.56 183,346 3.9 1.32
.88 - 1.17 1,036,900 3.6 .98
-------------------------------------------------------------------------------------
$ .88- $2.38 1,267,246 3.8 $ 1.07
=====================================================================================
</TABLE>
<TABLE>
<CAPTION>
OPTIONS EXERCISABLE
------------------------------------------
Weighted-
Range of Average
Exercise Number Exercise
Prices Exercisable Price
-------------------------------------------------------------------------------------
<S> <C> <C>
$ 2.38 4,000 $ 2.38
1.88 37,600 1.88
1.24 - 1.56 162,346 1.30
.88 - 1.17 852,700 .98
-------------------------------------------------------------------------------------
$ .88 -$2.38 1,056,646 $ 1.06
-------------------------------------------------------------------------------------
</TABLE>
F-27
<PAGE>
BOSTON RESTAURANT ASSOCIATES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<S> <C>
9. STOCKHOLDERS'
EQUITY
(Continued)
STOCK OPTIONS At April 30, 2000, warrants outstanding, all of which are
AND WARRANTS exercisable, consist of the following:
(Continued)
(a) Warrants to purchase 25,000 shares of common stock at
a purchase price of $2.80 per share, expiring December
28, 2000 and warrants to purchase 25,000 shares of
common stock at a purchase price of $2.80 per share,
expiring April 19, 2001, granted to a bank in
connection with the issuance of certain notes payable.
(b) Warrants to purchase 350,000 and 150,000 shares of
common stock at an exercise price of $3.00 per share,
expiring December 31, 2006 and January 25, 2008,
respectively, granted in consideration for brokerage
services related to the issuance of convertible
subordinated debentures.
The convertible subordinated debentures with an outstanding
balance of $1,500,000 as of April 30, 2000 are convertible
into common shares at $1.25 per share. Accordingly,
1,200,000 shares have been reserved for conversion of the
subordinated debentures.
At April 30, 2000, 3,330,846 shares of common stock were
reserved with respect to outstanding options, warrants and
convertible debentures.
During fiscal 2000, warrants to purchase 210,000 and
1,708,000 shares of common stock at $2.00 and $3.20 per
share, respectively, expired. Warrants to purchase 75,000
units (375,000 shares of common stock) at $3.20 per share
also expired during fiscal 2000. No units, warrants, or
options expired during fiscal 1999.
</TABLE>
F-28
<PAGE>
BOSTON RESTAURANT ASSOCIATES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<S> <C>
9. STOCKHOLDERS'
EQUITY
(Continued)
STOCK OPTIONS The Company accounts for its stock-based compensation plans
AND WARRANTS using the intrinsic value method. Accordingly, no
(Continued) compensation cost has been recognized for its stock option
plans. Had compensation cost for the Company's two stock
option plans and options issued in connection with the
guarantee of certain debt been determined based on the fair
value at the grant dates for awards under those plans
consistent with the method of FASB Statement 123,
"Accounting for Stock-Based Compensation," the Company's
net income (loss) and income (loss) per share would have
been adjusted to the pro forma amounts indicated below:
</TABLE>
<TABLE>
<CAPTION>
APRIL 30, April 25,
YEARS ENDED 2000 1999
-------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net income (loss) As reported $ 65,534 $ 59,636
Pro forma $ 3,532 $ (12,644)
Basic income (loss) As reported $ 0.01 $ 0.01
per share Pro forma $ 0.00 $ (0.00)
Diluted income (loss) As reported $ 0.01 $ 0.01
per share Pro forma $ 0.00 $ (0.00)
</TABLE>
In determining the pro forma amounts above, the Company
estimated the fair value of each option granted using the
Black-Scholes option pricing model with the following
weighted-average assumptions used for grants in 2000 and
1999, respectively: dividend yield of 0% for both years,
expected volatility of 58% and 49% for 2000 and 1999,
respectively, risk free rates ranging from 5.9% to 6.5% for
2000 and 4.6% to 5.3% for 1999, and expected lives ranging
from 5 to 10 years for both 2000 and 1999. The weighted
average per share fair value of options granted in fiscal
2000 and 1999 was $0.69 and $0.60, respectively.
F-29
<PAGE>
BOSTON RESTAURANT ASSOCIATES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<S> <C>
10. SUPPLEMENTAL Cash paid for interest and income taxes are as follows:
CASH FLOW
INFORMATION
</TABLE>
<TABLE>
<CAPTION>
APRIL 30, April 25,
YEARS ENDED 2000 1999
------------------------------------------------------------------------------------
<S> <C> <C>
Interest $ 348,059 $ 266,638
Income taxes $ -- $ --
</TABLE>
Noncash investing and financing activities are
as follows:
<TABLE>
<CAPTION>
APRIL 30, April 25,
YEARS ENDED 2000 1999
--------------------------------------------------------------------------------------
<S> <C> <C>
Capital leases entered into during the year $ 398,871 $ 73,330
Common stock and options issued in
exchange for services $ -- $ 74,485
</TABLE>
<TABLE>
<S> <C>
11. NET INCOME The following is a reconciliation of the denominator
PER SHARE OF (number of shares) used in the computation of earnings
COMMON per share. The numerator (net income) is the same for the
STOCK basic and diluted computations.
</TABLE>
<TABLE>
<CAPTION>
APRIL 30, April 25,
YEARS ENDED 2000 1999
--------------------------------------------------------------------------------------
<S> <C> <C>
Basic shares 7,046,545 7,038,314
Effect of dilutive securities:
Options 168 145,815
--------------------------------------------------------------------------------------
Diluted shares 7,046,713 7,184,129
--------------------------------------------------------------------------------------
</TABLE>
F-30
<PAGE>
BOSTON RESTAURANT ASSOCIATES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<S> <C>
11. NET INCOME The following table summarizes securities that were
PER SHARE OF outstanding as of April 30, 2000 and April 25, 1999,
COMMON but not included in the calculations of net income per
STOCK share because such securities are antidilutive:
(Continued)
</TABLE>
<TABLE>
<CAPTION>
APRIL 30, April 25,
YEARS ENDED 2000 1999
--------------------------------------------------------------
<S> <C> <C>
Options 1,120,246 230,346
Warrants 550,000 2,843,000
Convertible debentures 1,200,000 1,200,000
</TABLE>
F-31
