UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-QSB
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the thirteen weeks ended March 26, 2000 Commission File Number 33-86166
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RED HOT CONCEPTS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 52-1887105
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6701 Democracy Boulevard
Suite 300
Bethesda, Maryland 20817
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (301) 493-4553
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Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 of 15(d) of the Securities and Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
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As of May 1, 2000, 3,420,782 shares of common stock par value, $.01 per share
were outstanding.
<PAGE>
RED HOT CONCEPTS, INC. AND SUBSIDIARY
FORM 10-QSB
QUARTERLY REPORT
For the Period Ended March 26, 2000
INDEX
Part I: FINANCIAL INFORMATION
<TABLE>
<CAPTION>
<S> <C>
Item 1: Financial Statements
Condensed Consolidated Balance Sheet as of March 26, 2000 [Unaudited] and December 26, 1999 3-4
Condensed Consolidated Statements of Operation for the thirteen week periods
December 27, 1999 to March 26, 2000 and December 28, 1998 to March 28, 1999
[Unaudited] 5
Condensed Consolidated Statement of Stockholders' Equity for the thirteen week period December
27, 1999 to March 26, 2000 6
Condensed Consolidated Statements of Cash Flows for the thirteen week periods
December 27, 1999 to March 26, 2000 and December 27, 1998 to March 28, 1999
[Unaudited]
7
Notes to Condensed Consolidated Financial Statements 8-10
Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations
11-12
Part II: OTHER INFORMATION 13
SIGNATURES 14
o o o o o o o o o o
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2
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RED HOT CONCEPTS, INC. AND SUBSIDIARIES (RHC)
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CONDENSED CONSOLIDATED BALANCE SHEET AS OF MARCH 26, 2000 [UNAUDITED]
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March 26, 2000 December 26, 1999
[Audited]
Assets:
Cash and Cash Equivalents $ 2,943 $ 2,093
Restricted Cash 0 0
Due From Celebrated Group 0 20
Prepaid Expenses 0 0
Accrued Interest Receivable 0 0
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Total Current Assets 2,943 2,093
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Furniture and Equipment - Net 2,792 3,173
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Other Assets:
Officer Loan Receivable 41,149 41,149
Investment in Celebrated Group 0 0
Loan Receivable - Other 28,000 28,000
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Total Other Assets 69,149 69,149
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Total Assets $74,884 $74,415
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3
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<TABLE>
<CAPTION>
RED HOT CONCEPTS, INC. AND SUBSIDIARIES (RHC)
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CONDENSED CONSOLIDATED BALANCE SHEET AS OF MARCH 26, 2000 [UNAUDITED]
---------------------------------------------------------------------------------------------------------
<S> <C> <C>
March 26, 2000 December 27, 1999
[Audited]
Liabilities and Stockholders' Equity:
Current Liabilities:
Accounts Payable and Accrued Expenses $ 155,550 $ 157,050
Accrued Interest Payable - Related Party 0 0
------------ ------------
Total Current Liabilities 155,550 157,050
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Long Term Liabilities:
Due to Related Party 326,726 321,226
------------ ------------
Total Liabilities $ 482,276 $ 478,276
Commitments and Contingencies -- --
Stockholders' Equity:
Series A Preferred Stock, $1.00 Par Value,
100,000 Shares Authorized,
100,000 Issued and Outstanding 1,500,000 1,500,000
Series B Preferred Stock, $2.00 Par Value,
725,000 Shares Authorized,
725,000 Shares Issued and Outstanding 1,450,000 1,450,000
Common Stock, $.01 Par Value,
20,000,000 Shares Authorized,
3,420,782 Shares Issued and Outstanding 34,207 34,207
Additional Paid-in Capital 8,443,416 8,443,416
Accumulated Deficit (11,711,820) (11,708,289)
Accumulated Other Comprehensive Income (123,195) (123,195)
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Total Stockholders' Equity
(407,392) (403,861)
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Total Liabilities and Stockholders' Equity $ 74,884 $ 74,415
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</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
RED HOT CONCEPTS, INC. AND SUBSIDIARIES (RHC)
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CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
[UNAUDITED]
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For the Thirteen Week Period
December 27, December 28,
1999 to March 1998 to
26, 2000 March 28, 1999
<S> <C> <C>
Revenues $ -0- $ -0-
Cost of Revenues
Cost of Revenues -- --
Restaurant Expenses -- --
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Total Cost of Revenues -- --
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Gross Margin -- --
------------------- ----------------
General and Administrative Expenses $ 3,150 $ 87,717
Depreciation and Amortization 381 381
Equity Portion of Celebrated Group Loss -- 184,680
------------------- ----------------
Operating Income (Loss) $ (3,531) $(272,778)
Other Income (Expense):
Interest Income 19
--
Interest Expense - Related Party (720)
--
------------------- ----------------
Net Loss (3,531) (273,479)
------------------- ----------------
Net (Loss) Per Share $0.00 $(0.08)
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Weighted Average Shares Outstanding 3,420,782 3,420,782
------------------- ----------------
</TABLE>
5
<PAGE>
RED HOT CONCEPTS, INC. AND SUBSIDIARIES
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CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY
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<TABLE>
<CAPTION>
Series B
Non-
Convertible
Common Stock [11E] Additional Preferred Stock
Number of Paid-in Number of
Stockholders'
Shares Amount Capital Shares Amount
<S> <C> <C> <C> <C> <C>
Balance - December 27, 1998 3,420,782 $ 34,207 $8,443,416 725,000 $1,450,000
Comprehensive income;
Net [Loss] for the fifty-two week
period ended December 26, 1999 -- -- -- -- --
Comprehensive Income -- -- -- -- --
---------- ---------- ---------- ---------- ----------
Balance - December 26, 1999 3,420,725 $ 34,207 $8,443,416 725,000 $1,450,000
========== ========== ========== ========== ==========
Comprehensive income;
Net [Loss] for the thirteen week
Period ended March 26, 2000 -- -- -- -- --
---------- ---------- ---------- ---------- ----------
TOTAL 3,420,725 $ 34,207 $8,443,416 725,000 $1,450,000
========== ========== ========== ========== ==========
Series A
Convertible
Preferred
Stock Accumulated
Number of Compre- Other Total
hensive Accumulated Comprehensive
Shares Amount Income [Deficit] Income Equity
Balance - December 27, 1998 100,000 $ 1,500,000 -- $ (8,213,359) $ (123,195) $ 3,091,069
Comprehensive income;
Net [Loss] for the fifty-two week
period ended December 26, 1999 -- -- (3,494,930) (3,494,930) -- (3,494,930)
Comprehensive Income -- -- (3,494,930) -- -- --
--------- ------------ ============ ------------ ------------ ------------
Balance - December 26, 1999 100,000 $ 1,500,000 $ -- 11,708,289) $ (123,195) $ (403,861)
========= ============ ============ ============ ============ ============
Comprehensive income;
Net [Loss] for the thirteen week
Period ended March 26, 2000 -- -- (3,531) (3,531) -- (3,531)
--------- ============ ------------ ------------ ------------ ------------
TOTAL 100,000 1,500,000 -- (11,711,820) $ (123,195) $ (407,392)
========= ============ ============ ============ ============ ============
</TABLE>
Foreign Currency Translation:
Prior to December 28, 1997, the functional currency for the Company's United
Kingdom subsidiary and Australian subsidiary was the British pound sterling and
Australian dollar, respectively. The translation from British pound sterling and
Australian dollars into U.S. dollars was performed for balance sheet accounts
using current exchange rates in effect at the balance sheet date and for revenue
and expense accounts using a weighted average exchange rate during the period.
The gains or losses resulting from such translation are included in
stockholders' equity. For the period December 26, 1999 the translation from
British pound sterling into U.S. dollars for the investment in the Celebrated
group was done using current exchange rates in effect at year end.
6
<PAGE>
<TABLE>
<CAPTION>
RED HOT CONCEPTS INC. AND SUBSIDIARIES
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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
[UNAUDITED]
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For the Thirteen For the Thirteen
Week Period Week Period December
December 27, 1999 27, 1998 to March
to March 26, 2000 28, 1999
Operating Activities:
<S> <C> <C> <C>
Net Cash - Operating Activities $ ( 4,650) $ (73,997)
--------------------- ----------------------
Investing Activities:
Purchase of Furniture, Fixtures and Leasehold Improvements -- --
Store Development and Unit Preopening Costs -- --
--------------------- ----------------------
Net Cash - Investing Activities -- --
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Financing Activities:
Proceeds from Loan from Related Party 5,500 62,000
Repayment of Debt -- --
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Net Cash - Financing Activities 5,500 62,000
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Effect of Exchange Rate Changes on Cash -- --
--------------------- ----------------------
Net [Decrease]/Increase in Cash and Cash Equivalents 850 (11,997)
Cash and Cash Equivalents - Beginning of Periods 2,093 12,293
--------------------- ----------------------
Cash and Cash Equivalents - End of Periods $ 2,943 $ 296
--------------------- ----------------------
Supplemental Disclosures of Cash Flow Information:
Cash paid during the periods for:
Interest Paid $ -- $ --
Taxes Paid -- --
Supplemental Disclosures of Cash Flow Information:
Cash Paid During the Period for:
Interest Paid $ -- $ --
Taxes Paid -- --
The Accompanying Notes are an Integral Part of these Condensed Consolidated Financial Statements.
</TABLE>
7
<PAGE>
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
[UNAUDITED]
-------------------------------------------------------------------------------
[A] Significant Accounting Policies
Significant accounting policies of RED HOT CONCEPTS, INC. and
subsidiary (the "Company") are set forth in the Company's Form 10-KSB
for the year ended December 26, 1999, as filed with the Securities and
Exchange Commission.
[B] Basis of Reporting
The balance sheet as of March 26, 2000, the statements of operations
for the period December 27, 1999 to March 26, 2000, and for the period
December 26, 1998 to March 28, 1999, the statement of stockholders'
equity for the period December 27, 1998 to March 26, 2000, and the
statements of cash flows for the period December 27, 1999 to March 26,
2000 and for the period December 29, 1998 to March 28, 1999 have been
prepared by the Company without audit. The accompanying interim
condensed unaudited financial have been prepared in accordance with
generally accepted accounting principles for interim financial
statements information and with the instructions of Form 10-QSB and
Regulation SB. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles for
complete financial statements. In the opinion of the management of the
Company, such statements include all adjustments [consisting only of
normal recurring items] which are considered necessary for a fair
presentation of the financial position of the Company at March 26,
2000, and the results of its operations and cash flows for the thirteen
weeks then ended. It is suggested that these unaudited financial
statements be read in conjunction with the financial statements and
notes contained in the Company's Form 10-KSB for the year ended
December 26, 1999.
The Company no longer has any operating businesses. In August 1999
Celebrated Group Plc obtained an Administration Order to effect a
financial restructuring and/or disposal of its various businesses.
Ernst and Young were appointed as the Administrators of Celebrated and
its subsidiaries. On March 27, 2000 the Joint Administrators, in
compliance with insolvency rules gave notification that they intended
to apply to the court to become Joint Liquidators and thereby
liquidated the Celebrated Group and all its subsidiaries.
[C] Due To Related Parties
Woodland Limited Partnership ["Woodland"] is a partnership controlled
by members of Mr. Colin Halpern's family. Mr. Halpern is the President
and Chairman of the Board of the Company. As of December 26, 1999,
there is $326,726 due to Woodland. As of December 27, 1998 there is no
balance due to Woodland. As December 28, 1997 the balance due to
Woodland for funds advanced to the Company was $1,011,317, which
includes accrued interest payable of $230,065. This obligation was
originally due in May 1998 and was extended by Woodland to January
1999. This loan was exchanged for convertible preferred stock discussed
below on December 27, 1998.
In June 1996, as partial consideration for the conversion of short-term
advances to a note payable loan, the Company issued a common stock
purchase warrant entitling Woodland to purchase 166,667 shares of the
Company's common stock at $7.50 per share for a period of 24 months
commencing on the date of the loan. The warrants will be redeemable at
$.01 per share if the closing bid price of the Company's common stock
exceeds $30 for 10 consecutive trading days ending within five days of
the notice of redemption. In December 1996, Woodland agreed to extend
the note due until June 1998 and, the Company issued a common stock
purchase warrant entitling Woodland to purchase an additional 166,667
shares of the Company's stock at $5.25 per share for a term expiring
December 31, 1999. As of December 29, 1996, the note was recorded net
of the fair value of these stock warrants at $694,556. The warrants
were cancelled upon conversion of the notes to equity.
In March 1997, the Company agreed with Woodland Limited Partnership to
convert $750,000 of long-term debt to 100,000 shares of $1.00 par value
Series A convertible preferred shares. On September 25, 1997, Woodland
agreed to exchange its $1.00 par value Series A convertible preferred
shares to 375,000 $2.00 par value Series B non-convertible preferred
shares.
8
<PAGE>
On September 25, 1997, Woodland agreed to convert an additional
$700,000 of notes payable into 350,000 $2.00 par value Series B
non-convertible preferred shares. The agreed dividend is 8% and is
cumulative. The preferred shares hold the same voting rights as the
common shares. Warrants issued in connection with notes payable were
valued at $145,522 and was accounted for as a discount to the notes
payable to Woodland. At December 28, 1997, the Company amortized
$116,000 as interest expense. At December 27, 1998, no additional
amortization was charged to operations, as the warrants were cancelled
upon conversion to preferred shares.
On December 27, 1998 Woodland agreed to convert $1,500,000 of loans and
accrued interest into 100,000 shares of Series A Convertible 8%
Preferred Stock. The Company's Board of Directors approved this
agreement.
At December 26, 1999 dividends in arrears on the Series A convertible
preferred stock were $120,000. Dividends in arrears on the Series B
non-convertible preferred stock amounted to $290,000 or $.32 per share.
At December 26, 1999, Woodland owns approximately 36% of the Company's
outstanding common stock. Woodland also owns 100 % of the Class A
Convertible Preferred Stock, as well as, 100% of Class B
Non-Convertible Preferred Stock. Upon Conversion of the Series A
Convertible Preferred Shares Woodland would own approximately 57% of
the Company's outstanding common stock.
Mr. Halpern also is the Chairman of the Board of International
Franchise Systems, Inc. ["IFS"]. IFS charged a management fee to the
Company for administration services of $45,000 for the year end of
December 28, 1997. There were no amounts charged for services in the
year end of December 27, 1998 and December 26, 1999. IFS and one of its
wholly-owned subsidiaries subleased a facility to the Company in the
United Kingdom. For the year ended December 28, 1997, the Company paid
$133,449 for this facility. No amounts were charged to the company for
the year ended December 27, 1998 or December 26, 1999.
The Company has advanced funds to and paid various expenses on behalf
of Mr. Halpern. At December 26, 1999 and December 27, 1998 the total
amount due to the Company is $41,149 and $31,149, respectively.
Mr. Halpern's son is an attorney with a law firm that provides legal
services to the Company. Legal expense incurred with this firm for the
fifty-two weeks ended December 26, 1999 was $22,000. At December 26,
19989 there was a $93,788 balance due and owing by the Company to this
firm.
The Chief Financial Officer of the Company is also the Chief Financial
Officer of IFS. On February 11, 1998 the Chief Financial Officer of the
company became the Chief Financial Officer and Chief Executive Officer
of the Celebrated Group, Plc. No amount was allocated to IFS or
Celebrated of his salary of $37,333 for 1998. The Chief Financial
Officer left the employment of Celebrated Group, as well, as this
company in October 1999
[D] Divestitures
On December 19, 1997, the Company sold its rights to Chili's
Restaurants in Australia and New Zealand to Brinker International, Inc.
("Brinker"). The $2.68 million purchase price was before the payment of
liabilities of the Australian operation which are estimated to be
approximately $700,000. The Company agreed to use the remaining
proceeds to repay the Brinker short term loan.
On December 16, 1997, the Company merged its UK subsidiary, Restaurant
House Ltd. with the Celebrated Group Plc.
The Company no longer has any operating businesses. In August 1999
Celebrated Group Plc obtained an Administration Order to effect a
financial restructuring and/or disposal of its various businesses.
Ernst and Young were appointed as the Administrators of Celebrated and
its subsidiaries. On March 27, 2000 the Joint Administrators, in
compliance with insolvency rules gave notification that they intended
to apply to the court to become Joint Liquidators and thereby
liquidated the Celebrated Group and all its subsidiaries.
[E] Stock Transactions
On January 23, 1997, the Company issued 1,000,000 shares of the 1.6
million unissued shares of stock sold under a Reg S share offering. As
of March 28, 1999, the Company had not issued the remaining 600,000
shares of stock. The Company is in dispute with the stock subscriber
regarding the price to be paid. For financial reporting purposes, the
Company has calculated the earnings per share with the assumption that
the shares had been issued.
9
<PAGE>
In March 1997, the Company agreed with Woodland Limited Partnership to
convert $750,000 of long-term debt to 100,000 shares of $1.00 par value
Series A convertible preferred shares. On September 25, 1997, Woodland
agreed to exchange its $1.00 par value convertible preferred shares to
375,000 $2.00 par value Series B non-convertible preferred shares.
On September 25, 1997, Woodland agreed to convert an additional
$700,000 of notes payable into 350,000 $2.00 par value Series B
non-convertible preferred shares. The agreed dividend is 8% and is
cumulative. The preferred shares hold the same voting rights as the
common shares. Warrants issued in connection with notes payable were
valued at $145,522 and was accounted for as a discount to the notes
payable to Woodland. At December 28, 1997, the Company amortized
$116,000 as interest expense. For the year ended December 27, 1998, no
amounts have been amortized, as the warrants were canceled after
conversion to preferred stock.
On December 27, 1998 Woodland agreed to convert $1,500,000 of loans and
accrued interest into 100,000 shares of Series A Convertible 8%
Preferred Stock. The Company's Board of Directors approved this
agreement.
At December 26, 1999 dividends in arrears on the Series A convertible
preferred stock were $120,000. Dividends in arrears on the Series B
non-convertible preferred stock amounted to $290,000 or $.32 per share.
Stock Transactions of Subsidiary
In September 1996, Red Hot Pacific issued 53 shares of common stock to
Brinker in connection with a guaranty agreement valued at $1.00.
The above issuance reduced Red Hot ownership of Red Hot Pacific from
100% to 95%. As a result of this stock transaction and related
liability for the guaranty agreement Red Hot reduced its additional
paid-in-capital by $2,497 in consolidation.
o o o o o o o o o o
10
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Result
of Operations
Overview -
Red Hot Concepts was incorporated in the state of Delaware on June 14, 1994. Red
Hot Concepts and its wholly owned subsidiaries (collectively, the "Company") are
owned 36% by Woodland Partnership Ltd. and the remaining shares are publicly
held. The Company was formed to establish and develop the Chili's Grill & Bar
restaurant concept franchised by Brinker International Inc. ("Brinker") outside
the United States.
At December 31, 1997, the Company no longer had the exclusive rights to operate
Chili's restaurants in the United Kingdom or Australia. From November 1995 until
December 18, 1997, the Company owned the Chili's concept development rights for
Australia and New Zealand. During 1997, the Company operated three Chili's
restaurants in Australia (two in suburban Sydney and one in suburban Melbourne).
However, on December 18, 1997, the Company sold its Australian and New Zealand
operations back to Chili's franchisor, Brinker International, for $2.68 million.
From July 1994 until December 15, 1997, the Company owned the UK rights to the
Chili's concept. During 1997, the Company operated two Chili's restaurants in
the UK (one in Canary Wharf and one in Cambridge). On December 15, 1997, the
Company merged its UK operations into the Celebrated Group Plc ("Celebrated").
The Company's exclusive development rights for Chili's restaurants in the UK
transferred to Celebrated in the merger.
Celebrated is publicly traded on the Alternative Index Market (AIM) of the
London Stock Exchange. As part of the merger, Red Hot Concepts acquired 46% of
Celebrated's outstanding stock and an option to acquire a 50% ownership
interest. In early 1998, a principal officer and a director of the Company
assumed comparable roles at Celebrated, in addition to retaining their positions
with the Company.
In August 1999 Celebrated Group Plc obtained an Administration Order to effect a
financial restructuring and/or disposal of its various businesses. Ernst and
Young were appointed as the Administrators of Celebrated and its subsidiaries.
On March 27, 2000 the Joint Administrators, in compliance with insolvency rules
gave notification that they intended to apply to the court to become Joint
Liquidators and thereby liquidated the Celebrated Group and all its
subsidiaries.
Results of Operations -
The Company realized a net loss of $3531 for the thirteen weeks ending March 26,
2000 which compares to a net loss of $273,429 for the same period in 1999. The
net loss from 1999 to 2000 was reduced significantly due to the fact the company
has no operating businesses at this time. The Company included its share of the
net loss experienced by Celebrated for the thirteen week periods ended March 28,
1999 of $189,680.
Liquidity and Capital Resources
The Company's negative working capital as of March 26, 2000 was approximately
$153,000 as compared to a negative working capital of approximately $154,000 as
of December 26, 1999. Total current assets increased by approximately $1,000
from December 26, 1999 to $2,943. Current liabilities decreased by approximately
$1,500 from December 26, 1999 to $155,550.
The following chart represents the net funds raised and/or used in operating,
financing and investment activities for both periods.
December 27, December 28,
1999 1998
To To
March 26, 2000 March 28, 1999
------------------ -----------------
Net cash (used) in operating activities $(4,650) $(73,997)
Cash (used) in investing -- --
Cash provided by financing 5,500 62,000
11
<PAGE>
During the thirteen week period ended March 26, 2000, the Company used $4,650
for operating activities. The Company had a net loss of approximately $3,500.
Cash generated by financing activities for the thirteen week period was
approximately $5,500, which include the proceeds from a loan from related
parties of $5,500.
The Company has improved short term liquidity through a number of different
steps including the reduction of administrative expenses and the conversion of
loans and accrued interest from Woodland Limited Partnership into preferred
stock. Since the liquidation of Celebrated Group is eminent , the company has
been actively seeking a new business to operate. This new business will require
additional capital for investment which will have to be obtained through new
financing or additional equity funding. The Company does not currently have any
commitments to secure financing and there is no assurance that the Company will
be able to secure financing in the future and that even if the Company is able
to obtain financing, such financing will be available on terms acceptable to the
Company. If the Company's plans change, or if the assumptions or estimates prove
to be inaccurate, or if the Company is unable to raise more funds, the Company
will be out of business.
Impact of Inflation
Inflation is not expected to have a material effect on the company's operations.
12
<PAGE>
Part II OTHER INFORMATION
Item 1. Legal Proceedings
The Company is not a party to any litigation or
governmental proceedings that management believes
would result in judgements or fines that would have a
material adverse effect on the Company.
Item 2. Changes in Securities
Not Applicable.
Item 3. Defaults Upon Senior Securities
Not Applicable.
Item 4. Other Information
Not Applicable.
Item 5. Exhibits
(a) Exhibits
None.
(b) Reports on Form 8-K
During the thirteen week period ended March 26, 2000
Form 8-K's were filed by the Company on:
(i) August 1, 2000
13
<PAGE>
SIGNATURES
-------------------------------------------------------------------------------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
RED HOT CONCEPTS, INC.
Date: August 25, 2000 By: /s/ Colin Halpern
Colin Halpern, President
14
