U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarterly Period ended April 16, 2000
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (D) OF THE SECURITIES
EXCHANGE ACT OF 1934
for the transition period from ___________ to ___________.
Commission File Number 33-95796
TANNER'S RESTAURANT GROUP, INC.
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(Name of small business issuer in its charter)
Texas 76-0406417
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(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
c/o J.P. Carey, Inc.
Atlanta Financial Center, East Tower
3343 Peachtree Road, Suite 500
Atlanta, Georgia 30326
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(Address of principal executive offices, including zip code)
Issuer's telephone number: (404) 816-5339
5500 Oakbrook Parkway, Suite 260
Norcross, Georgia 30093
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(Former address, if changed since last report)
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 issuer was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes X No
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: 11,632,310 shares, as of May
26, 2000.
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TABLE OF CONTENTS
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PAGE
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PART I FINANCIAL INFORMATION
Item 1. Financial Statements ............................................ 3
Item 2. Management's Discussion and Analysis or Plan of Operation ....... 8
PART II OTHER INFORMATION
Item 1. Legal Proceedings ............................................... 11
Item 2. Changes in Securities and Use of Proceeds ....................... 11
Item 3. Defaults Upon Senior Securities ................................. 12
Item 6. Exhibits and Reports on Form 8-K ................................ 13
SIGNATURES ................................................................ 14
EXHIBIT INDEX ............................................................. 15
2
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PART I
FINANCIAL INFORMATION
Item 1. Financial Statements
Tanner's Restaurant Group, Inc.
Consolidated Balance Sheets
April 16, December 26,
2000 1999
(Unaudited)
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<S> <C> <C>
Assets
Current assets:
Cash $ 527 $ 80,076
Accounts receivable 27,723
Notes receivable 20,483 123,254
Inventory 80,197
Property and equipment held for sale 88,018 152,086
Prepaid expenses and other current assets 105,661 59,623
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Total current assets $ 214,689 $ 522,959
============ ============
Liabilities and Stockholders' Deficit
Current liabilities:
Accounts payable $ 871,152 $ 721,522
Accrued expenses 531,227 587,554
Current portion of long-term debt and notes in default 2,755,439 2,962,439
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Total current liabilities 4,157,818 4,271,515
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Commitments and contingencies
Stockholders' deficit:
Preferred stock 1,215,086 1,215,093
Common stock: $.01 par value; authorized 200 million shares;
issued and outstanding 11,625,557 in 2000
issued and outstanding 11,223,194 in 1999 116,256 112,232
Additional paid-in capital 9,087,710 9,091,727
Accumulated deficit (14,362,181) (14,167,608)
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Total stockholders' deficit (3,943,129) (3,748,556)
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Total liabilities and stockholders' deficit $ 214,689 $ 522,959
============ ============
The accompanying notes are an integral part of these consolidated financial statements.
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Tanner's Restaurant Group, Inc.
Consolidated Statements of Operations
For the 16 Weeks Ended
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April 16, April 18,
2000 1999
(Unaudited) (Unaudited)
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<S> <C> <C>
Revenue
Restaurant sales revenue $ 795,542 $ 2,976,852
Catering revenue 131,172
Franchise and royalty revenue 907 955
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Total revenue 796,449 3,108,979
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Costs and expenses
Restaurant and catering operating expenses:
Food, beverage and paper 276,861 998,053
Payroll and benefits 324,519 1,127,947
Depreciation and amortization 207,947
Other operating expenses 173,734 781,871
Reserve for store closing 300,000
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Total restaurant and catering operating expenses 775,114 3,415,818
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Income (loss) from restaurant and catering operations 21,335 (306,839)
Legal fees for bankruptcy filing 50,000
Adjustment to carrying value of assets sold in bankruptcy (140,427)
Forgiveness of debtor-in-possession financing (50,000)
General and administrative expenses 260,049 433,695
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Operating loss (98,287) (740,534)
Other income (expense):
Miscellaneous income (expense) 6,127 5,297
Interest expense (102,413) (115,144)
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Net loss $ (194,573) $ (850,381)
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Basic and diluted loss per share $ (.06) $ (0.15)
The accompanying notes are an integral part of these consolidated financial statements.
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Tanner's Restaurant Group, Inc.
Consolidated Statements of Cash Flows
For the 16 Weeks Ended
--------------------------
April 16, April 18,
2000 1999
(Unaudited) (Unaudited)
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<S> <C> <C>
Cash flows from operating activities:
Net loss $ (194,573) $ (850,381)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation and amortization 207,947
Adjustment to carrying value of assets sold in bankruptcy (140,427)
Forgiveness of debtor-in-possession financing (50,000)
Loss on restaurant closings 300,000
Changes in assets and liabilities:
Accounts receivable 30,353 47,148
Notes receivable 102,771
Inventory 80,197 18,475
Prepaid expenses and other assets (115,891) 5,041
Accounts payable 149,630 (387,238)
Accrued expenses and other liabilities (56,326) (1,039,863)
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Net cash provided by (used in) operating activities (194,266) (1,698,871)
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Cash flows from investing activities:
Proceeds from of assets 275,000
Purchase of property and equipment (3,283) (327,357)
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Net cash used in investing activities 271,717 (327,357)
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Cash flows from financing activities:
Repayments of debt (207,000) (146,295)
Debtor-in-possession financing 50,000
Proceeds from sale of Series D preferred stock 2,000,000
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Net cash provided by financing activities (157,000) 1,853,705
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Net change in cash and cash equivalents (79,549) (172,523)
Cash and cash equivalents, beginning of year 80,076 222,163
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Cash and cash equivalents, end of period $ 527 $ 49,640
=========== ===========
Non-cash investing and financing activities:
Conversion of Series D preferred stock into common stock $ 7
Supplemental cash flow information:
Interest paid $ 22,497 $ 114,298
The accompanying notes are an integral part of these consolidated financial statements.
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Tanner's Restaurant Group
Notes to Consolidated Financial Statements (Unaudited)
1. Basis of Presentation:
On January 14, 1999, Tanner's Restaurant Group, Inc. ("we" or "Tanner's,"
formerly known as Harvest Restaurant Group, Inc.) and TRC Acquisition
Corporation ("TRC") completed a forward triangular merger. For financial
and accounting purposes, the effective date of the merger was December 27,
1998, and we have prepared the consolidated financial statements assuming
the merger closed as of the end of the day on December 27, 1998. In the
merger, shareholders of TRC received a majority of the shares of our
outstanding common stock. For this reason, we treated the merger as a
reverse acquisition by TRC for accounting purposes. As a result, the
consolidated financial statements presented are those of TRC rather than
Harvest Restaurant Group, Inc.
2. Description of Business:
As of December 28, 1999 Tanner's Restaurant Group, Inc., through its
subsidiaries, owned seven restaurants and franchised one restaurant and a
catering division under the name "Rick Tanner's Original Grill." We also
owned one restaurant operating under the name "Crabby Bob's Seafood Grill."
In January 2000, we converted the Crabby Bob's restaurant into a Tanner's
restaurant. Also in January 2000, the Company's wholly owned subsidiary,
Hartan, Inc., and six of Hartan's subsidiaries filed voluntary bankruptcy
petitions under Chapter 11 of the United States Bankruptcy Code. Hartan and
these six subsidiaries owned substantially all of the assets used in the
operation of our restaurants. On February 10, 2000, following receipt of
the approval of the Bankruptcy Court, substantially all of the assets of
Hartan and its subsidiaries were sold to Restaurant Teams International,
Inc. ("RTI"). All proceeds from the sale were paid to creditors of Hartan
and its subsidiaries. As a result of the sale, we no longer own, operate or
franchise any restaurants, and we no longer have any operating assets. The
Bankruptcy Court has dismissed the bankruptcy cases of Hartan and these six
subsidiaries.
We have prepared the accompanying unaudited consolidated financial
statements in accordance with the instructions to Form 10-QSB. Accordingly,
certain information and footnote disclosures normally included in annual
financial statements prepared in accordance with generally accepted
accounting principles have been omitted. In management's opinion, we have
made all adjustments (consisting of normal accruals and adjustments)
considered necessary for a fair presentation. The statements are subject to
year-end adjustment. The consolidated results of operations for the 16
weeks ended April 16, 2000 may not be indicative of the results for the
full fiscal year. For further information, refer to the audited financial
statements we filed with the SEC in our Form 10-KSB for the year ended
December 26, 1999.
3. Earnings Per Share:
We calculate earnings per share in accordance with Statement of Financial
Accounting Standards ("SFAS") No. 128, Earnings Per Share, which requires
dual disclosure of earnings per share, basic and diluted. Basic earnings
per share equals net earnings divided by the weighted average number of
common shares outstanding and does not include the dilutive effects of
stock options or convertible securities. Diluted earnings per share are
computed by giving effect to our dilutive stock options, warrants and
preferred stock. Options and warrants, which we refer to as potential
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common stock equivalents, are excluded from the diluted earnings per share
calculations because they are antidilutive, given that we are operating at
a net loss. These securities could become dilutive if our operations result
in a net profit.
The following table represents the calculation of basic and diluted
earnings per share:
For the 16 Weeks Ended
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April 16, April 18,
2000 1999
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Net loss $ (194,573) $ (850,381)
Less: Dividends on Series A preferred stock (138,436) (138,436)
Dividends on Series D preferred stock (196,163) (121,035)
Dividends on Series E preferred stock (182,759) (153,387)
------------ ------------
Net loss attributable to common shareholders (711,931) (1,263,239)
Weighted average common shares outstanding 11,596,817 8,311,994
Basic and diluted loss per share $ (.06) $ (.15)
During January 2000, holders of shares of our Series D preferred stock
converted 6.9 shares of Series D preferred stock into 402,363 shares of common
stock.
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Item 2. Management's Discussion and Analysis or Plan of Operation
The following discussion should be read in connection with the consolidated
financial statements and related notes thereto included elsewhere in this
report.
Overview
On January 28, 2000, Hartan, our wholly owned subsidiary, filed a voluntary
petition under Chapter 11 of the U.S. Bankruptcy Code in the United States
Bankruptcy Court for the Northern District of Georgia. Six wholly owned
subsidiaries of Hartan also filed voluntary petitions under Chapter 11 in the
same jurisdiction. Hartan and these six subsidiaries owned substantially all of
our assets.
On February 9, 2000, the Bankruptcy Court approved a Sale of Assets Outside
the Ordinary Course of Business Free and Clear of All Liens pursuant to Section
363(b) of the Bankruptcy Code by Hartan and its subsidiaries. On February 10,
2000, Hartan and its subsidiaries sold substantially all of the assets used in
the operation of our Rick Tanner's Original Grill restaurants to RTI for cash
consideration of approximately $275,000. All proceeds of the sale were paid to
creditors of Hartan and its subsidiaries. In addition, RTI forgave Hartan's
repayment of $50,000 of debtor-in-possession financing that RTI had extended in
connection with the bankruptcy, forgave any management fees owed to RTI by
Hartan and its subsidiaries, and assumed certain liabilities pertaining to
certain leases of Hartan and its subsidiaries. In addition, RTI agreed to
indemnify certain former and, at that time, current officers and employees of
the Company and its subsidiaries against any claims relating to the failure of
the Company and its subsidiaries to pay certain taxes, with the maximum amount
of such indemnification to be $125,000. The Bankruptcy Court has dismissed the
bankruptcy cases of Hartan and these six subsidiaries.
As a result of the sale of assets to RTI, we have no ongoing operations and
no operating assets.
Also in the first quarter of 2000, the third party that franchised our
catering operations closed and defaulted on a note for $101,652, which we have
written off.
Results of Operations for the 16 Week Period Ended April 16, 2000 Compared to
the 16 Week Period Ended April 18, 1999
Revenues. Total revenues decreased $2,312,530 during the first quarter (16
weeks) ended April 16, 2000, compared to the corresponding period of 1999. We
had sold all eight of our restaurants by April 16, 2000, after having nine in
operation on April 18, 1999. This decrease in sales is partially attributable to
the impact of ice storms in January, but is primarily due to the sale of all
eight of our restaurants on February 10, 2000 to RTI. On account of this sale,
we were in operation for only six and one-half weeks during the first quarter of
2000, instead of 16 weeks, as in 1999.
Costs and Expenses. In general, costs of goods sold increased as a
percentage of sales during the first quarter of 2000, partially due to ice
storms in January, days without electricity and some food spoilage.
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Food, beverage and paper costs were 34.8% of sales for the first quarter of
2000 versus 32.1% of sales for the same period in 1999. The 2.7% increase in
food costs as a percentage of sales was primarily a result of decreased sales
and bad weather.
Payroll and benefit expense was 40.7% of sales for the first quarter of
2000 compared to 36.3% of sales for the same period in 1999. Labor costs
increased by 2.9% due to the decrease in sales. We pay a portion of a benefits
package that permits restaurant managers to obtain health, life and disability
insurance. Benefit costs rose 1.5% as a percentage of sales, as a result of
decreased sales.
Other operating expenses decreased as a percentage of sales to 21.8% for
the first quarter of 2000 from 25.1% for the same period in 1999. Advertising
expenditures decreased by 1.8% as a percentage of sales. Restaurant supplies
increased by 0.8% of sales, restaurant administration expense increased by 0.6%
and insurance expense increased by 1.6%. All of these increases are primarily a
result of the decrease in sales. Utility expense decreased by 1.2% of sales and
rent expense decreased by 1.6% of sales. These decreases are due to the
assumption of leases and utilities by RTI after the bankruptcy filing, but
before the actual sale. Service contract expense decreased by 0.5% of sales.
Pre-opening expenses decreased 1.3% in the first quarter of 2000 given that we
had no development projects ongoing, whereas we had one new restaurant scheduled
to open in the second quarter of 1999.
We did not record any depreciation and amortization expense in the first
quarter of 2000 after the write-down of all intangibles in November 1999 and the
write-down of assets to estimated fair value less costs to sell in December
1999.
We recorded a $50,000 charge for legal fees associated with the bankruptcy
filing.
We recorded an adjustment in the first quarter of 2000 in the amount of
$140,427 for adjustments to the carrying value of Hartan's assets to their
realized fair value, less costs to sell. This was due to changes in the
estimated value of certain assets, and the change in the final purchase price.
Prior to the filing of bankruptcy petitions by Hartan and six of its
subsidiaries, RTI loaned $50,000 to Hartan while we attempted to negotiate the
sale of our assets to RTI. This loan was forgiven as part of the sale of assets
to RTI.
General and administrative expenses decreased to $260,049 in the first
quarter of 2000 from $433,695 in the first quarter of 1999, due to the
bankruptcy filing and sale of the assets and subsequent reduction in operations.
During the first quarter of 2000, we also wrote off the $101,652 note receivable
from the third party that franchised our catering operations.
Other Income (Expense). Miscellaneous income decreased in the first quarter
of 2000 to 0.0% of sales, from 0.2% of sales in the first quarter of 1999.
Interest expense decreased to $102,413 in the first quarter of 2000 from
$115,144 in the first quarter of 1999. This is primarily attributable to the
payment of principal related to the bankruptcy.
Net Loss. We incurred a net loss of $194,573 for the first quarter of 2000
compared to $850,381 for the same period in 1999, primarily for the reasons
described above.
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Liquidity and Capital Resources
Our cash and cash equivalents decreased $79,549 during the first quarter of
2000. The principal source of funds consisted of $275,000 from the impact of the
sale of the restaurants and $50,000 of debtor-in-possession financing from RTI.
The primary uses of funds consisted of:
(a) cash used in operations of $194,266,
(b) the purchase of fixed assets of $3,283, and
(c) payment of debt of $207,000
We have not paid dividends on our Series A preferred stock since June 1998.
We continue to review available alternatives for addressing these arrearages. As
of April 16, 2000 accumulated dividends on the outstanding shares of our Series
D preferred stock were $714,805, and accumulated dividends on our outstanding
shares of Series E preferred stock were $747,356.
We have incurred operating losses since inception, and as of April 16,
2000, we had an accumulated deficit of $14,362,181 and a working capital deficit
of $3,943,129. Following the bankruptcy filings and the sale of assets by Hartan
and six of its subsidiaries, we had no ongoing operations with which to generate
cash flow or revenue. Hartan and these six subsidiaries owned substantially all
of our assets.
We are unable to pay our ongoing financial obligations. However, management
believes that there may be value in keeping us current in our reporting
obligations under the Securities Exchange Act of 1934. A third party has agreed
to pay those expenses necessary for us to remain current in these reporting
obligations. We can give no assurance that we will ever be able to realize any
value from our situation, and the outside firm may decide to stop paying our
reporting expenses at any time.
Forward-Looking Statements
This report contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. These statements relate to future economic performance,
plans and objectives of management for future operations and projections of
revenues and other financial items that are based on the beliefs of our
management, as well as assumptions made by, and information currently available
to, our management. The words "expect," " estimate," "anticipate," "believe" and
similar expressions are intended to identify forward-looking statements. Those
statements involve risks, uncertainties and assumptions, including industry and
economic conditions, competition and other factors discussed in this and our
other filings with the SEC. If one or more of these risks or uncertainties
materialize or underlying assumptions prove incorrect, actual outcomes may vary
materially form those indicated.
Year 2000 Computer Issues
The "Year 2000 problem" is a general term used to identify those computer
programs or applications that are programmed to use a two-digit field, instead
of a four-digit field, for the year component of a date. Those programs or
applications that are programmed in this manner may recognize the year 2000 as
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the year 1900, thereby causing potential system failures or miscalculations,
which could result in disruptions of normal business operations. We had no
significant "Year 2000" problems.
PART II-OTHER INFORMATION
Item 1. Legal Proceedings
We are a named party in the following legal proceedings:
On June 1, 1998, Harvest was named as a defendant in a lawsuit filed in
Texas in Nueces District Court by Lin Chin Liu Ho and Chi Pen Ho (Case Number
98-2048-E). The Court awarded the plaintiffs a judgment in the amount of
$75,000. In addition, the court awarded a post-judgment writ of garnishment
against one of our bank accounts. We are in the process of perfecting appeals
from both judgments.
On August 12, 1998, Harvest was named as a defendant in a lawsuit filed in
Texas by Green Tree Vendor Services Co. in Bexar County Court (Case No. 247317).
The plaintiff is seeking to recover damages of $38,691 for Harvest's failure to
make payments under two equipment leases. The plaintiff has filed a first
amended motion for summary judgment. Trial has been set for June 19, 2000.
Settlement negotiations are ongoing.
On April 14, 2000, Sysco Food Service of Atlanta, L.L.C. filed a complaint
against us in the Superior Court of Fulton County, Georgia.
We have been informed, orally, by FINOVA Mezzanine Capital, Inc. that
FINOVA has filed a complaint against us.
Prior to the merger, Harvest settled a number of lawsuits and claims, and
since the merger we have settled additional lawsuits and claims. Some of these
settlements are documented by executed settlement agreements and releases while
others are not.
We are involved in certain claims arising in the normal course of business.
In our opinion, although the outcomes of any such claims are uncertain, in the
aggregate they are not likely to have a material adverse effect on us.
Lawsuits other than those identified in this Item 1 and of which we are
unaware may have been filed during the period covered by this report.
Item 2. Changes in Securities and Use of Proceeds
We have issued the following unregistered securities in reliance on one or
more of the exemptions from registration provided by Sections 3(a)(9), 3(a)(11),
4(2) and 4(6) of the Securities Act, Regulation D and Rule 701, as promulgated
by the SEC under the Securities Act. Recipients of securities in these
transactions represented their intention to acquire the securities for
investment purposes only and not with a view to or for the sale in connection
with any distribution thereof, and appropriate legends were affixed to the share
certificates issued in such transactions. We believe that all recipients of
these securities had adequate information about us, either through their
relationships with us, or through information that we provided to them.
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In January 2000, we issued 402,363 shares of common stock to certain
holders of our Series D preferred stock upon their conversions of 6.9 shares of
our Series D preferred stock.
Item 3. Defaults Upon Senior Securities
Given that we no longer have any assets or ongoing operations, and given
that a number of our liabilities remain outstanding, we must assume that we and
our subsidiaries are in default under nearly all of our outstanding obligations.
In the aggregate, these obligations, some of which are set forth below, total
approximately $4.2 million.
We believe that Hartan is in default under, among other things, its
$2,000,000 note to FINOVA Mezzanine Capital, Inc. We have executed a guaranty of
this note, of which a principal amount of approximately $1,793,000 remains
outstanding.
We believe that we, Hartan and Hartan's subsidiaries may be in default
under notes to: SECA VII, LLC, in the principal amount of approximately
$350,000; Ralph D'Iorio, in the principal amount of approximately $306,617;
Colonial Bank, in the principal amount of approximately $213,353; and First
Union National Bank, in the principal amount of approximately $92,469.
We have not paid dividends on our Series A preferred stock since June 1998,
and we are currently analyzing our alternatives for addressing these arrearages.
The amount of dividends that accrued on the Series A preferred stock during the
first quarter of 2000 was $138,436. As of April 16, 2000, the aggregate amount
of the dividends in arrears with respect to our Series A preferred stock was
$1,014,470.
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Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit No. Title
2.1 Asset Purchase Agreement by and among Hartan, Inc., certain
of its subsidiaries and Restaurant Teams International,
Inc., dated February 2, 2000. (Filed as Exhibit 2.1 to our
current report on Form 8-K filed February 25, 2000 and
incorporated herein by reference).
99.1 Press release dated January 13, 2000. (Filed as Exhibit 99.1
to our current report on Form 8-K filed January 14, 2000 and
incorporated herein by reference).
99.2 Press release dated January 31, 2000. (Filed as Exhibit 99.1
to our current report on Form 8-K filed February 1, 2000 and
incorporated herein by reference).
27.1 Financial Data Schedule as of April 16, 2000.
(b) Reports on Form 8-K. During the first quarter, we filed the following
reports on Form 8-K:
(i) On January 14, 2000, we filed a current report on Form 8-K to report
the resignation of Timothy R. Robinson as Vice President, Chief
Financial Officer and Secretary.
(ii) On February 1, 2000, we filed a current report on Form 8-K to report
the filings of voluntary petitions under Chapter 11 of the United
States Bankruptcy Code by our wholly-owned subsidiary, Hartan, Inc.,
and six of its subsidiaries.
(iii) On February 25, 2000, we filed a current report on Form 8-K to report
the sale of substantially all of the assets of Hartan and its six
subsidiaries to Restaurant Teams International, which sales were made
Outside the Ordinary Course of Business Free and Clear of All Liens
pursuant to Section 363(b) of the U.S. Bankruptcy Code.
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
TANNER'S RESTAURANT GROUP, INC.
Date: May 31, 2000 By: /s/ Jose A. Auffant
------------------------
Name: Jose A. Auffant
Title: Chief Executive Officer and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Title
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2.1 Asset Purchase Agreement by and among Hartan, Inc., certain
of its subsidiaries and Restaurant Teams International,
Inc., dated February 2, 2000. (Filed as Exhibit 2.1 to our
current report on Form 8-K filed February 25, 2000 and
incorporated herein by reference).
99.1 Press release dated January 13, 2000. (Filed as Exhibit 99.1
to our current report on Form 8-K filed January 14, 2000 and
incorporated herein by reference).
99.2 Press release dated January 31, 2000. (Filed as Exhibit 99.1
to our current report on Form 8-K filed February 1, 2000 and
incorporated herein by reference).
27.1 Financial Data Schedule as of April 16, 2000.
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