-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RqMEDbTDZf5LqhoE46Cm7fioH4h99I8+NVQrjgv04oCUxxYCjHIgWxh4zrhS2Rog fMGAV9WueJvBRRb6AwqMMw== 0000949353-96-000010.txt : 19960816 0000949353-96-000010.hdr.sgml : 19960816 ACCESSION NUMBER: 0000949353-96-000010 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960331 FILED AS OF DATE: 19960703 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CLASSIC RESTAURANTS INTERNATIONAL INC /CO/ CENTRAL INDEX KEY: 0000861058 STANDARD INDUSTRIAL CLASSIFICATION: 6770 IRS NUMBER: 841122431 STATE OF INCORPORATION: CO FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-28704 FILM NUMBER: 96590558 BUSINESS ADDRESS: STREET 1: 3091 GOVERNORS LAKE DR BLDG 100 STE 500 CITY: NORCROSS STATE: GA ZIP: 30071 BUSINESS PHONE: 7707299010 FORMER COMPANY: FORMER CONFORMED NAME: CLASSIC RESTAURANTS INC/CO DATE OF NAME CHANGE: 19960604 FORMER COMPANY: FORMER CONFORMED NAME: CASINOS INTERNATIONAL INC/CO DATE OF NAME CHANGE: 19960604 FORMER COMPANY: FORMER CONFORMED NAME: REGIONAL EQUITIES CORP DATE OF NAME CHANGE: 19930328 10QSB 1 FORM 10-QSB UNITED STATES 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 MARCH 31, 1996 |_| TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE EXCHANGE ACT FOR THE TRANSITION PERIOD FROM ____ TO ____ Commission file number 033-33556-D CLASSIC RESTAURANTS INTERNATIONAL, INC. (Exact name of small business issuer as specified in its charter) COLORADO 84-1122431 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 3091 GOVERNORS LAKE DRIVE, BUILDING 100, SUITE 500, NORCROSS, GA 30071 (Address of principal executive offices) (770) 729-9010 (Issuer's telephone number) NOT APPLICABLE (Former name, former address and former fiscal year, if changed since last report) Check whether the registrant (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|_| No|X| State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 3,059,632 SHARES OF CLASS A COMMON STOCK, NO PAR VALUE 200,000 SHARES OF CLASS B COMMON STOCK, NO PAR VALUE AS OF MARCH 31, 1996 Transitional Small Business Disclosure Format (Check one): Yes|_| No|X| Exhibit Index on page 10 Page 1 of 11 pages CLASSIC RESTAURANTS INTERNATIONAL, INC. BALANCE SHEETS ASSETS ------ March 31, June 30, 1996 1995 (UNAUDITED) (AUDITED) ----------- --------- CURRENT ASSETS: Cash and cash equivalents $ 58,367 $ 3,160 Accounts receivable 31,258 29,227 Inventory 14,583 - Prepaid and other current assets (Note 2) 62,491 - ------- ------ Total current assets 166,699 32,387 -------- ------- PROPERTY AND EQUIPMENT: Furniture and equipment 276,662 398,036 Leasehold improvements 519,946 - Vehicles 6,228 - Hotel and improvements - 3,371,907 Land - 289,938 --------- --------- Total property and equipment 802,836 4,059,881 Accumulated depreciation (290,263) (63,550) --------- -------- 512,573 3,996,331 -------- --------- OTHER ASSETS: Deposits 42,598 - Advances receivable - 80,000 Organization costs, net of accumulated amortization of $6,667 and $1,004 23,333 5,715 ------- ------ 65,931 85,715 ------- ------- TOTAL ASSETS $ 745,203 $4,114,433 ======== ========= The accompanying notes are an integral part of these balance sheets. 2 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) ---------------------------------------------- March 31, June 30, 1996 1995 (UNAUDITED) (AUDITED) ----------- --------- CURRENT LIABILITIES: Accounts payable $ 133,462 $ 39,517 Accrued expenses 50,002 20,775 Taxes payable 165,724 - Mortgage note payable, current portion - 275,629 Other current liabilities (Note 3) 114,827 - -------- -------- Total current liabilities 464,015 335,921 -------- -------- NON CURRENT LIABILITIES: Notes payable - affiliates 465,187 534,865 Mortgage note payable, net of current portion - 2,716,301 -------- --------- Total non current liabilities 465,187 3,251,166 -------- --------- CONTINGENCIES: STOCKHOLDERS' EQUITY (DEFICIT): Common stock: Class A, (no par value; 6,000,000 & 1,800,000,000 shares authorized at March 31, 1996 and June 30, 1995, respectively; 3,059,632 & 8,117,042 shares issued and outstanding at March 31, 1996 and June 30, 1995, respectively) 2,355,094 749,464 Common stock: Class B, (no par value; 1,000,000 & 200,000,000 shares authorized at March 31, 1996 and June 30, 1995, respectively; 200,000 & 300,000 shares issued and outstanding at March 31, 1996 and June 30, 1995, respectively) 200 200 Accumulated deficit (2,539,293) (222,318) ---------- --------- Total stockholders' equity (deficit) (183,999) 527,346 ---------- --------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 745,203 $ 4,114,433 ========== ========== The accompanying notes are an integral part of these balance sheets. 3 CLASSIC RESTAURANTS INTERNATIONAL, INC. INCOME STATEMENTS For the three For the nine months ended months ended March 31, March 31, 1996 1996 (UNAUDITED) (UNAUDITED) ----------- ----------- SALES $ 875,500 $ 1,153,150 -------- --------- Total Sales 875,500 1,153,150 -------- --------- EXPENSES: Operating and maintenance 568,353 882,716 General and administrative 253,126 351,273 Interest expense 1,890 124,439 Depreciation and amortization 35,573 100,812 -------- -------- Total Expenses 858,942 1,459,240 -------- --------- NET INCOME (LOSS) $ 16,558 $ (306,090) ======== ========= The accompanying notes are an integral part of these statements. 4 CLASSIC RESTAURANTS INTERNATIONAL, INC. STATEMENT OF CASH FLOWS (UNAUDITED) Nine Months Ended March 31, 1996 --------- CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (306,090) Adjustments to reconcile net earnings to net cash provided by (used in) operating activities - Depreciation and amortization 100,812 Net changes in assets and liabilities - Increase in trade accounts receivable 1,709 Decrease in inventory 1,388 Increase in prepaid expenses (42,175) Decrease in bank overdrafts (35,035) Decrease in trade accounts payable (125,228) Decrease in accrued expenses (253,193) Increase in other current liabilities 203,374 Total adjustments (148,348) ---------- Net cash used in operating activities (454,438) ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Advance to stockholder (402,158) Advances to affiliates (195,772) Capital expenditures (273,794) Organization costs (656) -------- Net cash used in investing activities (872,380) --------- CASH FLOWS FROM FINANCING ACTIVITIES: Payment of long-term debt (111,398) Proceeds from related party 1,018,514 Receipt of stock subscription 230,000 Refund of deposits (31,591) Proceeds from stock issuance 276,500 ---------- Net cash used in financing activities 1,382,025 ---------- NET INCREASE IN CASH AND CASH EQUIVALENTS 55,207 CASH AND CASH EQUIVALENTS, beginning of period 3,160 ---------- CASH AND CASH EQUIVALENTS, end of period $ 58,367 ========== The accompanying notes are an integral part of this statement. 5 CLASSIC RESTAURANTS INTERNATIONAL, INC. STATEMENT OF CASH FLOWS (CONTINUED) (UNAUDITED) Nine Months Ended March 31, 1996 Supplemental disclosure of noncash investing and financing activities (See Note 1 for Share Exchange transactions) $ - Supplemental disclosure of cash flow information Cash paid during the year for: Interest 124,439 Income Taxes - The accompanying notes are an integral part of this statement. 6 CLASSIC RESTAURANTS INTERNATIONAL, INC. NOTES TO FINANCIAL STATEMENTS MARCH 31, 1996 (UNAUDITED) 1. BASIS OF PRESENTATION Effective upon the close of business January 31, 1996, the Company acquired (the "Share Exchange") all of the issued and outstanding capital stock of Classic Restaurants International, Inc., a Florida corporation ("Classic-Florida"), in exchange for 2,520,665 restricted shares of the Company's Class A Common Stock and 200,000 restricted shares of the Company's Class B Common Stock. Classic-Florida now operates as a wholly-owned subsidiary of the Company. Simultaneous with the effectiveness of the Share Exchange, the Company transferred all of the issued and outstanding shares of common stock of Great American Casinos, Inc., a Nevada corporation, to Great American Resorts, Inc. ("Great American"). Great American Casinos, Inc. was a wholly-owned subsidiary of the Company. The sole asset of Great American Casinos, Inc. is the Cheers hotel and Casino in Reno, Nevada. The Company's common stock interest in Great American Casinos, Inc. constituted substantially all of its assets. The consideration for the transfer of the common stock of Great American Casinos, Inc. to Great American was (1) the return for cancellation by Great American and by former officers of the Company of all of their stock in the Company, which consisted of 7,578,075 shares of Class A Common Stock and 300,000 shares of Class B Common Stock; (2) the cancellation of any indebtedness owed by the Company to Great American, which was approximately $1,567,389 as of December 31, 1995; and (3) the mutual release of any claims between Great American and the Company. After the transfer of stock and assets described above and the Share Exchange (giving effect to the exercise of dissenters' rights), Classic-Florida's former shareholders and the Company's existing shareholders own 2,520,665 shares (82.4%) and 538,967 shares (17.6%) of the Company's outstanding Class A Common Stock, respectively, and Classic-Florida's former shareholder owns 200,000 shares (100%) of the Company's outstanding Class B Common Stock. Accordingly, 3,059,632 shares of the Company's Class A Common Stock and 200,000 shares of the Company's Class B Common Stock are now outstanding. The transaction has been accounted for as a recapitalization of Classic-Florida. This method is similar to accounting for a reverse acquisition , and accordingly, the financial statements presented prior to the date of the Share Exchange are those of Classic-Florida. No adjustment of assets of either company to "fair value" has been made. The statements of operations for the three and nine months ended March 31,1996 include the results of operations of the Company for the three and nine months then ended, and the results of Classic-Florida from January 31, 1996 (the date of the Share Exchange) through March 31, 1996. Financial statements for the three and nine months ended March 31, 1995 are not available without placing an unreasonable burden on Classic-Florida. 7 CLASSIC RESTAURANTS INTERNATIONAL, INC. NOTES TO FINANCIAL STATEMENTS (CONTINUED) MARCH 31, 1996 (UNAUDITED) The accompanying unaudited financial statements have not been examined by independent public accountants and do not include all information and footnotes necessary for a fair presentation of financial position, results of operations, and cash flows in conformity with generally accepted accounting principles. However, in the opinion of the Company, the financial statements contain all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the financial position as of March 31, 1996, and the results of operations and changes in cash flows for the nine months then ended. The results of operations for the interim periods presented are not necessarily indicative of the operating results for the full year. 2. PREPAID AND OTHER CURRENT ASSETS Prepaid and other current assets consist of the following: March 31, 1996 -------- Prepaid expenses and advances $ 27,128 Due to/from related parties 27,306 Other 8,057 -------- $ 62,491 ======== 3. OTHER CURRENT LIABILITIES Other current liabilities consist of the following: March 31, 1996 -------- Deferred rent $ 36,002 Deferred revenue 22,857 Unremitted sales and liquor tax 29,551 Other 26,417 ------ $ 114,827 ========= 8 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. See Note 1 of Notes to Financial Statements regarding the Share Exchange. LIQUIDITY AND CAPITAL RESOURCES The balance sheet of the Company at March 31, 1996 differs significantly from the balance at June 30, 1995 due to the Share Exchange. The balance sheet at March 31, 1996 is that of Classic-Florida, while the balance sheet at June 30, 1995 was that of what was formerly known as Casinos International, Inc. and its wholly-owned subsidiary, Great American Casinos, Inc. At March 31, 1996 and June 30, 1995, the Company had working capital of $(297,316) and $(303,534), respectively. The Company is currently dependent upon advances from an affiliate of the Company and proceeds from the sale of stock to meet all of its cash needs. RESULTS OF OPERATIONS The income statements for the three and nine months ended March 31, 1996 are not comparable. The income statement for the three-month period reflects the Company's dinner theater business in Florida, while the income statement for the nine-month period is comprised of the operations of what was formerly known as Casinos International, Inc. and its wholly-owned subsidiary through December 31, 1995 plus the three-month period. 9 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS. Not applicable. ITEM 2. CHANGES IN SECURITIES. Not applicable. ITEM 3. DEFAULTS UPON SENIOR SECURITIES. Not applicable. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. Not applicable. ITEM 5. OTHER INFORMATION. Not applicable. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits: REGULATION SEQUENTIAL S-B NUMBER EXHIBIT PAGE NUMBER 27 Financial Data Schedule 11 (b) Reports on Form 8-K: The registrant filed a report on Form 8-K dated January 31, 1996, reporting under Item 2. Acquisition or Disposition of Assets, the completion of the Share Exchange with Classic Restaurants International, Inc. (a Florida corporation). Financial statements will be filed by amendment. 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. CLASSIC RESTAURANTS INTERNATIONAL, INC. Date: July 1, 1996 By:/S/ CAROLINE P. ANDERSON ------------------------ Caroline P. Anderson, Executive Vice President and Chief Financial Officer 10 EX-27 2 FDS --
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE SHEETS AND INCOME STATEMENTS FOUND ON PAGES 2 THROUGH 4 OF THE COMPANY'S FORM 10-QSB FOR THE PERIOD OF JULY 1, 1995 TO MARCH 31, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1 9-MOS JUN-30-1996 MAR-31-1996 58,367 0 31,258 0 14,583 166,699 802,836 290,263 745,203 464,015 0 0 0 2,355,294 (2,539,293) 745,203 1,153,150 1,153,150 0 882,716 452,085 0 124,439 (306,090) 0 (306,090) 0 0 0 (306,090) (0.10) (0.10)
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