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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q/A
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[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended July 30, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________
COMMISSION FILE NUMBER 0-21203
DIEDRICH COFFEE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 33-0086628
(State or Other Jurisdiction (IRS Employer
Incorporate or Organization) Identification No.)
2144 MICHELSON DRIVE
IRVINE, CALIFORNIA 92612
(Address of Principal Executive Offices including Zip Code)
(714) 260-1600
(Registrant's Telephone Number including Area Code)
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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities 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 [ ]
As of September 10, 1997, there were 5,391,650 shares of common stock
of the registrant outstanding.
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DIEDRICH COFFEE, INC.
INDEX
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Notes to Condensed Financial Statements.................................... 8
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Liquidity and Capital Resources............................................ 12
Signatures......................................................................... 15
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DIEDRICH COFFEE, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JULY 30, 1997
(UNAUDITED)
5. SUBSEQUENT EVENTS
On August 19, 1997, the Company entered into a promissory
note, term loan agreement, and security agreement with the Virginia R.
Cirica Trust (the "Cirica Trust Loan Documents"). That trust is
controlled by Ms. Cirica, who is the spouse of Lawrence Goelman,
Chairman and Interim Chief Executive Officer of the Company.
Shortly before the Cirica Trust entered into the Cirica Trust
Loan Documents, Mr. Goelman loaned Ms. Cirica approximately $250,000.
Some of those funds were transferred by Ms. Cirica to the Cirica Trust
and advanced by the Cirica Trust to the Company pursuant to the Cirica
Trust Loan Documents. The loan is secured by the assets of the Company
and provides for borrowings up to $500,000 with interest accruing at
the prime rate plus 3 1/2 %. The Company borrowed $500,000 under this
loan. All outstanding principal and accrued interest is due and payable
on August 19, 2002.
In connection with the Cirica Trust Loan Documents, the
Company issued a warrant to the Cirica Trust to purchase up to 85,000
shares of the Company's common stock if the loan is repaid in full
within 120 days of closing, or up to 170,000 shares of the Company's
common stock if the loan is not repaid within 120 days, all at a price
of $2.25 a share. The warrants are exercisable immediately and expire
on the later of August 19, 2003 or one year following payment in full
of the loan. Mr. Goelman disclaims any pecuniary interest in the loan
to the Company, and any beneficial interest in the Cirica Trust, except
to the extent to which Mr. Goelman is a contingent beneficiary as to
certain Cirica Trust assets (not including the loan to the Company)
under the terms of the Cirica Trust.
8
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PART I - FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
On August 19, 1997, the Company entered into a promissory
note, term loan agreement, and security agreement with the Virginia R.
Cirica Trust (the "Cirica Trust Loan Documents"). That trust is
controlled by Ms. Cirica, who is the spouse of Lawrence Goelman,
Chairman and Interim Chief Executive Officer of the Company.
Shortly before the Cirica Trust entered into the Cirica Trust
Loan Documents, Mr. Goelman loaned Ms. Cirica approximately $250,000.
Some of those funds were transferred by Ms. Cirica to the Cirica Trust
and advanced by the Cirica Trust to the Company pursuant to the Cirica
Trust Loan Documents. The loan is secured by the assets of the Company
and provides for borrowings up to $500,000 with interest accruing at
the prime rate plus 3 1/2 %. The Company borrowed $500,000 under this
loan. All outstanding principal and accrued interest is due and payable
on August 19, 2002.
In connection with the Cirica Trust Loan Documents, the
Company issued a warrant to the Cirica Trust to purchase up to 85,000
shares of the Company's common stock if the loan is repaid in full
within 120 days of closing, or up to 170,000 shares of the Company's
common stock if the loan is not repaid within 120 days, all at a price
of $2.25 a share. The warrants are exercisable immediately and expire
on the later of August 19, 2003 or one year following payment in full
of the loan. Mr. Goelman disclaims any pecuniary interest in the loan
to the Company, and any beneficial interest in the Cirica Trust, except
to the extent to which Mr. Goelman is a contingent beneficiary as to
certain Cirica Trust assets (not including the loan to the Company)
under the terms of the Cirica Trust.
12
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PART II - OTHER INFORMATION
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.
Dated: October 22, 1997 DIEDRICH COFFEE, INC.
/s/ Lawrence Goelman
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Lawrence Goelman,
Chairman of the Board and
Interim Chief Executive Officer
/s/ John Bayley
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John Bayley,
Vice President of Finance
and Controller (principal
financial officer)
15
