10QSB 1 restteams10q63001.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB (Mark One) [x] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2001 ------------- [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ---------- ---------- Commission file number 001-13559 --------- Restaurant Teams International, Inc. ------------------------------------ (Name of small business issuer in its charter) Texas 75-2337102 (State of other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization P.O. Box 5310, Longview, Texas 75608 (Address of principal executive offices) (Zip Code) Issuer's telephone number (903) 295-6800 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 [ ] No[X] Number of shares outstanding of each of the issuer's classes of common stock, as of August 17, 2001 49,574,663 shares of common stock, par value $.01. RESTAURANT TEAMS INTERNATIONAL, INC. Page No. -------- PART I FINANCIAL INFORMATION.................................. 2 Item 1. Financial Statements................................... 2 -------------------- Table of Contents to Financial Information............. 3 Condensed Balance Sheets as of December 31, 2000 and June 30, 2001.......................................... 4 Condensed Statements of Continuing Operations For Three Month and Six Month Periods Ended June 30, 2000 and June 30, 2001.......................................... 6 Condensed Statements of Cash Flows for the Six-Month Periods Ended June 30, 2000 and June 30, 2001 ......... 7 Notes to Interim Condensed Financial Statements ....... 8 Item 2. Management's Discussion and Analysis of --------------------------------------- Financial Condition and Results of Operations.......... 9 --------------------------------------------- PART II OTHER INFORMATION...................................... 11 Item 2. Changes in Securities.................................. 11 --------------------- Item 4. Submission of Matters to a Vote of Security Holders.... 11 --------------------------------------------------- Item 6. Exhibits and Reports on Form 8-K....................... 11 -------------------------------- Signatures ....................................................... 12 Exhibit Index ....................................................... 13 1 Item 1. FINANCIAL STATEMENTS Restaurant Teams International, Inc. Financial Statements As of June 30, 2001 2 Restaurant Teams International, Inc. Financial Statements As of June 30, 2001 Contents Financial Statements Balance Sheet .................................................................4 Statements of Operations ......................................................6 Statements of Cash Flow........................................................7 Notes..........................................................................8 3
Restaurant Teams International, Inc. Condensed Balance Sheets Dec. 31, 2000 June 30, 2001 ASSETS CURRENT ASSETS Cash $59,133 $6,434 Inventories 6,225 7,357 Marketable Securities 24,140 0 Total Current Assets 89,498 13,791 PROPERTY AND EQUIPMENT, net 2,680,238 2,635,238 OTHER ASSETS Assets Held for Sale, net 257,000 257,000 Assets of discontinued operations, net 84,607 0 TOTAL ASSETS 3,111,343 2,906,029
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LIABILITIES AND SHAREHOLDERS EQUITY CURRENT LIABILITIES Amounts due related parties, net 47,500 0 Accounts Payable 446,869 398,779 Accrued Expenses and Other Liabilities 831,232 580,934 Income Tax Payable 10,000 10,000 Current Portion of Long Term Debt 1,764,819 1,764,819 Total current liabilities 3,100,420 2,754,532 CONVERTIBLE DEBENTURES 1,996,301 0 DEFERRED LIABILITIES 32,638 32,638 SHAREHOLDERS EQUITY Preferred Stock Series A 0 1,999,920 Preferred Stock Series B 0 143,803 Common Stock 365,814 393,247 Additional Paid In Capital 12,265,653 12,754,403 Treasury Stock (773,456) (773,456) Accumulated Deficit (13,876,027) (13,876,027) Current Earnings 0 (523,031) ----------- ----------- Total Stockholders Equity (2,018,016) 118,859 TOTAL LIABILITIES AND SHAREHOLDERS EQUITY 3,111,343 2,906,029
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Restaurant Teams International, Inc. Condensed Income Statements For The Three and Six Month Periods Ended June 30, 2000 and June 30, 2001 Three Months Ended Six Months Ended June 30 June 30 2001 2000 2001 2000 ------------ ------------ ------------ ------------ Revenues Restaurant sales $ 183,728 $ 190,312 $ 364,392 $ 377,923 Rental income 60,978 78,662 121,951 157,324 ------------ ------------ ------------ ------------ Total revenues 241,642 268,974 486,343 535,247 OPERATING COSTS AND EXPENSES Cost of sales 61,819 67,082 124,441 132,746 Labor and benefits 164,179 59,317 172,268 116,538 Other operating expenses 36,185 129,412 66,634 271,636 General and administrative expenses 51,198 166,317 292,072 384,412 Depreciation expense 22,500 60,535 45,000 83,035 Total operating costs and expenses 335,881 482,663 700,415 988,367 NON - OPERATING INCOME (EXPENSE) Interest expense (39,408) (250,750) (92,952) (504,620) (Gain) Loss on Discontinued Operations -- 58,214 -- 116,428 Total non-operating income (expense) (39,408) (192,536) (308,964) (388,192) ------------ ------------ ------------ ------------ NET LOSS $ (126,623) $ (406,225) $ (523,031) $ (841,312) ============ ============ ============ ============ NET LOSS PER COMMON SHARE - basic and diluted $ (.00) $ (.02) $ (.01) $ (.05) ============ ============ ============ ============ COMMON SHARES OUTSTANDING 36,339,663 7,399,288 36,339,663 7,215,755
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Restaurant Teams International, Inc. Condensed Statements of Cash Flows Six Months Ended ---------------- June 30, 2001 June 30, 2000 ------------- ------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (523,031) $ (841,312) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 45,000 252,382 Amortization of discount and issuance costs of convertible debentures 0 251,823 Write downs and impairment of RSI assets 0 733,803 Loss (gain) on sale of assets 0 (28,139) Net change in operating assets and liabilities: Increase in inventories (1,133) (35,056) (Increase) decrease in other current assets 24,140 (15,002) Increase (decrease) in accounts payable and accrued expenses (298,397) 580,391 Increase (decrease) in notes due to related parties (47,500) 0 ----------- ----------- Net cash provided by operating activities (800,911) 898,890 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property and equipment 0 (982,972) Payments in connection with acquisition of Fatburger (pending) 0 (295,000) Payments in connection with current acquisitions 0 (225,000) Change in assets of discontinued operations 84,607 0 ----------- ----------- Net cash used in investing activities 84,607 (1,502,972) CASH FLOWS FROM FINANCING ACTIVITIES: Change in Convertible Dentures (1,996,301) 0 Change in Common Stock 27,433 0 Change in Contributed Capital 488,750 0 Change in Series A Preferred Stock 1,999,920 0 Change in Series B Preferred Stock 143,803 0 Proceeds from issuance of note payable and debentures 0 690,000 ----------- ----------- Net cash provided by (used in) financing activities 663,605 690,000 NET INCREASE (DECREASE) IN CASH (52,699) 85,918 CASH AT BEGINNING OF PERIOD 59,133 2,521 ----------- ----------- CASH AT END OF PERIOD $ 6,434 $ 88,439 =========== ===========
See accompanying notes to these condensed financial statements. 7 Restaurant Teams International, Inc. Notes To Interim Condensed Financial Statements For the Six Month Period Ended June 30, 2001 Note 1. Basis of Presentation The condensed financial statements of Restaurant Teams International, Inc. (the "Company") as of June 30, 1999 and June 30, 2000 have been prepared by the Company, pursuant to the rules and regulations of the Securities and Exchange Commission. The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments) which are, in the opinion of management, necessary to fairly state the operating results for the respective periods. However, these operating results are not necessarily indicative of the results expected for the full fiscal year. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principals have been omitted pursuant to such rules and regulations. The notes to the condensed financial statements should be read in conjunction with the notes to the financial statements contained in the Form 10-KSB A-1. Company management believes that the disclosures are sufficient for interim financial reporting purposes. 8 Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Forward-Looking Statements This Quarterly Report on Form 10-QSB includes "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act), which can be identified by the use of forward-looking terminology such as, "may", "believe", "expect", "intend", "anticipate", "estimate" or "continue" or the negative thereof or other variations thereon or comparable terminology. All statements other than statements of historical fact included in this Form 10-QSB, are forward-looking statements. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. Important factors with respect to any such forward-looking statements, including certain risks and uncertainties that could cause actual results to differ materially from the Company's expectations ("Cautionary Statements") are disclosed in this Form 10-QSB, including, without limitation, in conjunction with the forward-looking statements included in this Form 10-QSB, and in the Company's Annual Report on Form 10-KSB for the year ended December 31, 1999. Important factors that could cause actual results to differ materially from those in the forward-looking statements herein include, but are not limited to, the newness of the Company, the need for additional capital and additional financing, the Company's limited restaurant base, lack of geographic diversification, the risks associated with expansion, a lack of marketing experience and activities, risks of franchising, seasonability, the choice of site locations, development and construction delays, need for additional personnel, increases in operating and food costs and availability of supplies, significant industry competition, government regulation, insurance claims and the ability of the Company to meet its stated business goals. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the Cautionary Statements. The following discussion of the results of operations and financial condition should be read in conjunction with the Financial Statements and related Notes thereto included herein. Overview The Company was organized in June of 1990 as Bosko's, Inc. under the laws of the State of Delaware. In November of 1992 the Company changed its name to Fresh'n Lite, Inc., and in November of 1995 the Company merged into a Texas corporation also bearing the name Fresh'n Lite, Inc. The Company currently owns and operates 1 Street Talk Cafe restaurant in the Colony, Texas, Tanner's Rotisserie Grills in Atlanta, GA. and Regulatory Solutions, Inc. of Dallas, Texas. In September of 1998 the Company changed its name to Restaurant Teams International, Inc. in order to more accurately reflect management's desire to position the Company as a franchise holding company. Results of Operations Comparison of Three Months Ended June 30, 2000 and 2001 Revenues. For the three months ended June 30, 2001, the Company has generated revenues from continuing operations of $241,642 compared to revenues in the same period of 2000 of $268,974, a 10% decrease. The decrease in revenue is due primarily to the slow down in sales at the Company's Colony restaurant due to a number of new restaurant openings in the area during the period. 9 Costs and Expenses. Costs and expenses for the three month period ended June 30, 2001 decreased by $146,782, or 30% to $335,881 as compared to $482,663 for the corresponding period of 2000. This decrease was due to the previous periods costs associated with the increase in overhead associated with the gearing up for the Tanner's and Regulatory Solutions, Inc. ("RSI") acquisitions. Net Loss. The Company had a net loss for the three months ended June 30, 2001 of $126,663 compared to net loss of $406,225 for the corresponding three months of 2000, representing a loss of $(.00) and $(.02) per share, respectively. Comparison of Six Months Ended June 30, 2000 and 2001 Revenues. For the six months ended June 30, 2001, the Company has generated revenues from continuing operations of $486,343 compared to revenues in the same period of 2000 of $535,247, a 9% decline. Costs and Expenses. Costs and expenses for the six-month period ended June 30, 2001 decreased by $287,952, or 29% to $700,415as compared to $988,367 for the corresponding period of 2000. Net Loss. The Company had a net loss for the six months ended June 30, 2001 of $523,031compared to a net loss of $841,312 for the corresponding six months of 2000, representing a loss of $(.01) and $(.05) per share, respectively. Liquidity and Capital Resources Historically, the Company has required capital to fund the operations and capital expenditure requirements of its Company-owned restaurants. The Company has negative working capital of $2,740,741 at June 30, 2001, a large portion of which represents the amount owed on it's notes payables which have matured or will mature in 2001. The Company is seeking to reorganize its debt structure and will attempt to refinance the amounts owed on notes payable for longer periods. There is no guarantee that the Company will be successful in its attempts to refinance and may be required to raise additional equity in the future to retire its outstanding debt obligations. Management has determined that an immediate infusion of capital will be required for the Company to maintain it's operations and to be in a position to make the acquisitions which have been targeted. The Company's principal capital requirements are the funding of acquisitions. 10 PART II - OTHER INFORMATION Item 2. CHANGES IN SECURITIES On March 15, 2001, the Board of Directors of the Company approved the issuance of 1,000,000 shares of Series B Convertible Preferred stock ("Series B") in exchange for 1,000,000 shares of common stock owned by Curtis A. Swanson and Stanley L. Swanson and $143,803 in relinquishment of accrued salaries. The Series B stock has no par value, has full voting power with respect to all actions taken by shareholders, carries a 50 to 1 voting right as compared to common shares with anti-dilution rights, is convertible into shares of Common Stock on a 1 for 1 basis and is non transferable prior to conversion into Common Stock. Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None Item 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Hereafter set forth as an exhibit to the Form 10-QSB of Restaurant Teams International, Inc. is the following exhibit: No. Description of Exhibit --- ---------------------- 27 Financial Data Schedule (b) Current Reports on Form 8-K: 8-K reporting the change in auditors from Hein & Associates, LP to Killman Murrell & Company filed with the Securities and Exchange Commission on July 31, 2001. 11 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Restaurant Teams International, Inc. (Registrant) Date: September 6, 2001 By: /s/ Stanley L. Swanson ---------------------- Stanley L. Swanson, Chief Executive Officer (Duly Authorized Signatory) Date: September 6, 2001 By: /s/ Curtis A. Swanson --------------------- Curtis A. Swanson, Chief Financial Officer and Executive Vice President (Duly Authorized Signatory) 12 EXHIBIT INDEX No. Description of Exhibit 27 Financial Data Schedule 13 Exhibit to 10-QSB UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest event reported): April 30, 2001 Restaurant Teams International, Inc. (Exact name of registrant as specified in its charter) State of Texas 001-13559 75-2337102 (State of incorporation) (Commission File No.) (IRS Employer Identification No.) P.O. Box 5310 Longview, Texas 75608 (Address of principal executive offices) (Zip code) 911 N.W. Loop 281, Suite 111 Longview, Texas 75604 (Former name of address, if changed since last report). Item 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT. At a meeting held on July 27, 2001, the Board of Directors of the Company approved the engagement of Killman, Murrell, & Company, P.C., a regional firm which specializes in SEC work, as its independent auditors for the fiscal year ending December 31, 2000 to replace the firm of Hein & Associates, LLP. The audit committee of the Board of Directors approved the change in auditors on the same date. The change was made due to the desire of management to reduce costs in an effort to return the company to profitability. 14 The report of Hein & Associates LLP on the Company's financial statements for the past fiscal year did not contain an adverse opinion or a disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope, or accounting principles. In connection with the audit of the Company's financial statements for the fiscal year ended December 31, 1999, and in the subsequent interim period, there were no disagreements with Hein & Assoicates LLP on any matters of accounting principles or practices, financial statement disclosure, or auditing scope and procedures which, if not resolved to the satisfaction of Hein & Associates LLP would have caused Hein & Associates LLP to make reference to the matter in their report. The Company has requested Hein & Associates LLP to furnish it a letter addressed to the Commission stating whether it agrees with the above statements. A copy of that letter, dated July 27, 2001 is filed as Exhibit 1 to this Form 8-K, as required by Item 304 (a) (3) of Regulation S-K. ITEM 7. FINANCIAL STATEMENT, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) Financial Statements of Businesses Acquired. None (b) Pro Forma Financial Information None (c) Exhibits 16.1 Letter re change in Certifying Accountant. 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 hereunto duly authorized. Restaurant Teams International, Inc. Date: July 30, 2001 By: /s/ Stanley L. Swanson ----------------------- Stanley L. Swanson Chief Executive Officer (Signature) Date: July 30, 2001 By: /s/ Curtis A. Swanson ---------------------- Curtis A. Swanson Chief Financial Officer (Signature) 15 INDEX TO EXHIBITS Exhibit No. Description ----------- ----------- 16.1 Letter re change in Certifying Accountant 16