U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB (Mark One)
[Mark One]
[ X ] Quarterly report under Section 13 or 15 (d) of the Securities
----- Exchange Act of 1934
For the quarterly period ended JUNE 27 2001.
[ ] Transition report under Section 13 or 15 (d) of the
----- Securities Exchange Act of 1934
Commission file number: 0-23757
TAM RESTAURANTS, INC.
(Exact Name of Small Business Issuer as Specified in its Charter)
DELAWARE 13-3905598
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(State or other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
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(Former Name, Former Address and Former Fiscal Year,
If Changed Since Last Report)
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 10,235,500 SHARES OF COMMON STOCK AS OF JUNE 27, 2001.
TAM RESTAURANTS, INC. AND SUBSIDIARIES
QUARTER ENDED JUNE 27, 2001
FORM 10-QSB
INDEX
Part I. FINANCIAL INFORMATION Page(s)
Item 1. Financial Statements
Condensed Consolidated Balance Sheet 3
as of June 27, 2001 (unaudited).
Condensed Consolidated Statements of Operations
For the Thirteen weeks and Thirty-nine weeks
ended June 27, 2001 and June 28, 2000 (unaudited). 4
Condensed Consolidated Statements of Cash Flows For the
Thirty-Nine weeks ended June 27, 2001
and June 28, 2000 (unaudited). 5
Notes to unaudited Condensed Consolidated
Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition And Results of Operation 8
Part II. OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds 12
Item 6. Exhibits and Reports on Form 8-K 12
Signature Page 13
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TAM RESTAURANTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
(Unaudited)
ASSETS
JUNE 27, 2001
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Current Assets
Cash $ 287,997
Restricted Cash 201,999
Accounts receivable (net of allowance for doubtful accounts of $0) 252,054
Inventory 192,702
Prepaid expenses and other current assets 43,907
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Total Current Assets 978,659
Property and Equipment-Net 7,910,950
Due from stockholder 230,128
Other Assets 733,510
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TOTAL ASSETS $ 9,853,247
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LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current Liabilities
Note payable bank $ 1,195,333
Current portion of long-term debt 257,958
Cash overdraft 657,945
Current portion of loans payable, related parties 1,034,615
Current portion of capitalized lease obligations 125,392
Withholding taxes payable 1,168,641
Accounts payable 2,127,779
Due to officer 124,301
Contract deposits payable 205,104
Barter advances 426,790
Accrued expenses and other 1,555,599
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Total Current Liabilities 8,879,457
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Long-term Liabilities
Deferred rent expense 1,173,190
Long-term debt - net of current portion 102,492
Capitalized lease obligations-net of current portion 115,299
Loans payable-related parties - net of current portion 1,950,000
10% Convertible bonds 500,000
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Total Long-term Liabilities 3,840,981
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TOTAL LIABILITIES 12,720,438
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STOCKHOLDERS' DEFICIENCY
Stockholders' Deficiency
Preferred stock; $.0001 par value; 1,000,000 shares authorized,
144,081 shares issued and outstanding 14
Common stock; $.0001 par value, 19,000,000 shares authorized;
10,235,500 shares issued and outstanding 1,023
Additional paid-in capital 10,546,950
Accumulated deficit (13,415,178)
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TOTAL STOCKHOLDERS' DEFICIENCY (2,867,191)
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TOTAL LIABILITIES AND
STOCKHOLDERS' DEFICIENCY $ 9,853,247
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The accompanying notes are an integral part of these condensed consolidated financial statements.
TAM RESTAURANTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Thirty-nine Weeks Ended Thirteen Weeks Ended
June 27, June 28, June 27, June 28,
2001 2000 2001 2000
---- ---- ---- ----
Sales $ 6,863,652 $13,930,862 $ 2,896,968 $ 6,942,768
Cost of Sales 4,993,325 8,896,751 2,042,328 3,946,420
----------- ----------- ----------- -----------
Gross Profit 1,870,327 5,034,111 854,640 2,996,348
Operating expenses
General and administrative expenses 3,465,623 5,862,712 1,447,581 2,501,515
Preopening expenses 1,042,354 197,288 579,100 197,288
Total operating expenses 4,507,977 6,060,000 2,026,681 2,698,803
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Loss from Operations (2,637,650) (1,025,889) (1,172,041) 297,545
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Other Expense
Interest expense 160,854 288,827 57,148 121,100
Barter Expense 267,987 440,712 118,237 226,944
Sales tax assessment 140,000
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Total 428,841 869,539 175,385 348,044
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NET LOSS $(3,066,491) $ (1,895,428) $ (1,347,426) $ ( 50,499)
Preferred stock dividends 10,997 54,034 10,997 18,010
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Net loss applicable to common shareholders
$(3,077,488) $(1,949,462) $(1,358,423) $(68,509)
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Net loss per share:
Basic and Diluted $(.48) $(.48) $(.13) $(.02)
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Weighted average number of common
shares outstanding - basic and diluted 6,414,821 4,023,147 10,172,863 4,503,000
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The accompanying notes are an integral part of these condensed consolidated financial statements.
TAM RESTAURANTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
THIRTY-NINE WEEKS ENDED
JUNE 27, 2001 JUNE 28, 2000
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(3,066,491) $(1,895,428)
Adjustments to reconcile net loss
to net cash used in operating activities:
Depreciation and amortization expense 360,134 659,524
Deferred rent expense 379,473 230,651
Provision for bad debts (15,000)
Decrease (increase) in:
Accounts receivable 22,769 (49,130)
Inventory (40,612) (52,457)
Prepaid expenses and other current assets 104,440 (183,827)
Other assets (183,739) 87,374
Increase (decrease) in:
Accounts payable 276,812 (406,020)
Cash overdraft 150,576 --
Contract deposits payable 77,515 (97,228)
Withholding tax payable 199,409 --
Accrued expenses (381,807) 164,882
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NET CASH USED IN OPERATING ACTIVITIES (2,116,521) (1,541,659)
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CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property and equipment (2,209,669) (566,576)
Restricted cash 1,852,634
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NET CASH USED IN INVESTING ACTIVITIES (357,035) (566,576)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Dividends Paid on Preferred Stock (10,997) (54,034)
Net proceeds from bank line of credit 996,186 700,000
Proceeds from long-term debt -- 2,500,000
Proceeds from loan payable, related parties 450,000 --
Proceeds from issuance of convertible bonds 500,000 --
Sale of common stock 570,000 2,000,000
Proceeds from barter advances 176,069 128,138
Principal payments on long-term debt,
capitalized lease obligations, and loans
payables, related parties (72,407) (1,156,512)
Net advances from
Officers, stockholders and affiliates 74,173 20,417
Proceeds from equipment refinancing loans -- 254,658
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NET CASH PROVIDED BY FINANCING ACTIVITIES 2,683,024 4,392,667
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Net increase in cash 209,468 2,284,432
Cash, Beginning of period 78,529 82,814
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Cash, End of period $ 287,997 $ 2,367,246
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The accompanying notes are an integral part of these condensed consolidated financial statements
TAM RESTAURANTS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The consolidated results of operations for the thirty-nine weeks and thirteen weeks ended June 27, 2001 are not necessarily indicative of the results to be expected for the full year.
The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company had a stockholders' deficiency and working capital deficiency as of June 27, 2001 and had incurred a significant loss from operations for the thirty-nine weeks ended June 27, 2001 that raise substantial doubt about its ability to carryout its business and continue as a going concern.
Management is aggressively seeking new business with the opening of the Lundy's Times Square restaurant and additional debt or equity financing which it believes will return the Company to profitability. There can be no assurances that the Company will be successful in these efforts. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
For the calculation of the loss per share for the thirty-nine weeks ended June 27, 2001 and June 28, 2000, all of the Company's options and warrants are excluded for basic and diluted loss per share as they are anti-dilutive. The net loss for the thirteen and thirty-nine weeks ended June 27, 2001 has been adjusted for the preferred stock dividend of $10,997 and $10,997, respectively. The net loss for the thirteen and thirty-nine weeks ended June 28, 2000 has been adjusted for the preferred stock dividend of $18,010 and $54,034, respectively.
Inventory consists of:
Food and beverage $ 50,781
Liquor 138,185
Paper 3,736
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Total Inventory $192,702
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6. LONG-TERM DEBT
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In February 2000, the Company received $2,500,000 in financing from a loan syndicate headed by Kayne-Anderson to construct a LUNDY BROS. RESTAURANT in New York's Times Square. The proceeds are maintained in a separate account and can only be used to construct and open the Times Square Restaurant. During the thirty-nine weeks ended June 27, 2001, the Company used proceeds of $1,854,633 for construction.
In October 2000, the Company sold $500,000 principal amount of 10% three year Convertible Debentures to Peter Salvatore, a director and major stockholder of the Company. The debenture is convertible into shares of common stock at a price $0.15 per share at any time up to maturity.
In January 2001, the Company obtained a $1,000,000 loan, payable interest only, at prime, with the principal due in January 2002. The loan was securitized by collateral provided by Peter Salvatore a director and major stockholder of the Company.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: The statements which are not historical facts contained in the Management's Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in this report on Form 10-QSB are forward-looking statements that involve a number of known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, but are not limited to, the risks related to the opening of new restaurants, including capital requirements, continued popularity of existing and new restaurants, seasonality and other risks detailed in the Company's filings with the Securities and Exchange Commission. The words "believe", "expect", "anticipate", "intend" and "plan" and similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made.
OVERVIEW
The Company operates LUNDY BROS. RESTAURANT ("LUNDY'S SHEEPSHEAD BAY"), a high-volume, casual, upscale seafood restaurant located in Brooklyn, New York, and AMERICAN PARK AT THE BATTERY ("AMERICAN PARK"), a multi-use facility featuring an upscale restaurant, catering floor, two outside patios and a fast food kiosk, located at the water's edge in Battery Park, a New York City landmark. On May 22, 2001 the Company opened a second LUNDY BROS. RESTAURANT("LUNDY'S TIMES SQUARE") at 50th & Broadway in the heart of Times Square. The Company has a lease with the City of Hoboken to build a restaurant in Hoboken, New Jersey. There are no specific deadlines in place as to completion.
RESULTS OF OPERATIONS
Sales for the thirty-nine weeks ended June 27, 2001 were $6,863,652, a decrease of $7,067,210 or 50.7% as compared to $13,930,862 for the thirty-nine weeks ended June 28, 2000. The Company's sales for the thirteen weeks ended June 27, 2001 were $2,896,968, a decrease of $4,045,800 or 58.3%, as compared to $6,942,768 for the thirteen weeks ended June 28, 2000. The decrease in sales for the thirteen week and thirty-nine week periods was due primarily to the loss of the THE BOATHOUSE operation in Central Park and the closure of LUNDY'S AT SEA. For the thirty-nine weeks ended June 28, 2000 THE BOATHOUSE and LUNDY'S AT SEA generated revenues of approximately $6,300,179. A decrease in sales of approximately $414,014 can be attributed to the severe weather conditions experienced in the northeast during the thirteen weeks ended March 28, 2001 and the resulting impact on a la carte sales at both LUNDY'S SHEEPSHEAD BAY and AMERICAN PARK. An additional decrease of approximately $353,017 was experienced in the thirteen weeks ended June 27, 2001 primarily as a result of renovations performed by the New York City Department of Parks and Recreation in the area around the AMERICAN PARK, causing its outdoor grill area to be closed until late June 2001.
Cost of sales for the thirty-nine weeks ended June 27, 2001 were $4,993,325 or 72.7% of sales as compared to $8,896,751 or 63.9% of sales for the thirty-nine weeks ended June 28, 2000. Cost of sales for the thirteen weeks ended June 27, 2001 were $2,042,328 or 70.5% of sales as compared to $3,946,420 or 56.8% of sales for the thirteen weeks ended June 28, 2000. When cost of sales numbers for the thirty-nine weeks ended June 28, 2000 are adjusted to remove the costs associated with the now suspended BOATHOUSE and LUNDY'S AT SEA operations, the cost of sales was $5,817,155 or 76.3%.
As a result of the foregoing, gross profit for the thirty-nine weeks ended June 27, 2001 was $1,870,327 or 27.3% of sales as compared to $5,034,111 or 36.1% of sales for the thirty-nine weeks ended June 28, 2000, a decrease of $3,163,784 or 62.8%. Gross profit for the thirteen weeks ended June 27, 2001 was $854,640 or 29.5% of sales as compared to $2,996,348 or 43.2% of sales for the thirteen weeks ended June 28, 2000. When gross profit numbers for the thirty-nine weeks ended July 28, 2000 are adjusted to remove the gross profit generated by the now suspended BOATHOUSE and LUNDY'S AT SEA operations, the gross profit generated was $1,813,528 or 23.7%.
Operating expenses for the thiry-nine weeks ended June 27, 2001 were $4,507,977 or 65.7% of sales consisting of $3,105,489 in general and administrative expenses, $1,042,354 in preopening expenses and $360,134 in depreciation and amortization. As compared to $6,060,000 or 43.5% of sales for the thirty-nine weeks ended June 28, 2000, consisting of $5,203,188 in general and administrative expenses, $197,288 in preopening expenses and $659,524 in depreciation and amortization. Operating expenses for the thirteen weeks ended June 27, 2001 were $2,026,681 or 70.0% of sales consisting of $1,327,453 in general and administrative expenses, $579,100 in preopening expenses and $120,128 in depreciation and amortization. As compared with $2,698,803 or 38.9% of sales for the thirteen weeks ended June 28, 2000, consisting of $2,277,147 in general and administrative expenses, preopening expenses of $197,288 and $224,368 in depreciation and amortization. When adjusted to remove the expenses associated with the now suspended BOATHOUSE and LUNDY'S AT SEA operations, general and administrative expenses for the thirty-nine weeks ended June 28, 2000 were $3,433,768.
Other expenses for the thirty-nine weeks ended June 27, 2001 were $428,841, a decrease of $440,698 or 50.7%, as compared to $869,539 for the thirty-nine weeks ended June 28, 2000. Other expenses for the thirteen weeks ended June 27, 2001 were $175,385, a decrease of $172,659 or 49.6%, as compared to $348,044 for the thirteen weeks ended June 28, 2000. Other expenses for the thirty-nine weeks ended June 27, 2001 consisted of $267,987 of barter expense and $160,854 of interest expense, as compared to $440,712 in barter expenses, a sales tax assessment of $140,000 and $288,827 in interest expenses for the thirty-nine weeks ended June 28,2000.
As a result of the foregoing, the net loss amounted to $3,066,491 or $.48 per share for the thirty-nine weeks ended June 27, 2001, as compared to a net loss of $1,895,428 or $.48 per share for the thirty-nine weeks ended June 28, 2000. For the thirteen weeks ended June 27, 2001, net loss amounted to $1,347,426 or $.13 per share, as compared to a net loss of $50,499 or $.02 per share for the thirteen weeks ended June 28, 2000.
Liquidity and Capital Resources
The Company's capital requirements have been and will continue to be significant and its cash requirements have been exceeding its cash flow from operations (at June 27, 2001, the Company had a working capital deficit of $7,900,798), due to, among other things, costs associated with the development, pre-opening and start-up costs of the new LUNDY'S TIMES SQUARE and the failure of our license to be renewed at THE BOATHOUSE in Central Park. As a result, the Company has been substantially dependent upon sales of its equity securities, loans from financial institutions, the Company's officers, directors and stockholders and bartering transactions with member dining clubs to finance a portion of its working capital requirements. As a result of the above the Company's ability to carry out its business and continue as a going concern is contingent upon trade vendor support, additional financing or equity. The Company's independent certified public accountants have issued a going concern opinion in regard to the fiscal 2000 financial statements. Management is aggressively seeking to locate and secure the required financing to shore up the Company's working capital.
During the thirty-nine weeks ended June 27, 2001, net cash increased by $209,468. Net cash used in operating activities was $2,116,521. Net cash used in investing activities was $357,035, relating primarily to construction costs associated with LUNDY'S TIMES SQUARE. The net increase in cash from financing activities was $2,683,024 relates primarily to the sale of $500,000 in convertible debentures, the sale of $570,000 in common stock, a loan of $450,000 from a director and principal shareholder of the Company and the securitization of a bank loan by Peter Salvatore, a Director and principal shareholder of the Company in the amount of $1,000,000, and $176,069 in barter card advances.
The Company enters into bartering agreements with member dining clubs whereby member dining clubs advance cash to the Company in exchange for the Company's agreement to provide to the clubs' members food and beverages at a designated Company restaurant. The restaurant must permit the clubs' members to purchase food and beverages at rates between 160% and 200% of the amount advanced. Upon entering into the agreement, the Company records its obligation to provide food and beverages at the amount of the advance it receives. Upon a guest purchasing food or beverages, the Company records revenue for the amount of food and beverage purchased by the guest, and the barter discount as a barter expense.
The Company will need to raise additional capital to implement its expansion plans. Other than the ability to enter into bartering transactions with member dining clubs, the Company has no current arrangements with respect to, or potential sources of, additional financing, and it is not anticipated that any officers, directors or stockholders will provide any additional loans to the Company.
SEASONALITY AND FLUCTUATIONS IN QUARTERLY OPERATING RESULTS.
The Company's business is seasonal. The two outdoor patios at AMERICAN PARK and the fast food kiosk are only open March through November and its location in Battery Park also restricts winter sales potential. The indoor restaurant and catering level are open year round.
LUNDY'S Sheepshead Bay is a waterside location and attracts more guests during warmer months. As a result, the Company's average weekly restaurant sales and operating cash flow generally increases from April through October and decreases from November through March.
The Company also expects that future quarterly operating results will fluctuate as a result of the timing of and expenses related to the openings of new restaurants (as the Company will incur significant expenses during the months preceding the opening of a restaurant), as well as due to various factors, including the seasonal nature of its business, weather conditions in New York City, the health of New York City's economy in general and its tourism industry in particular. Accordingly, the Company's sales and earnings may fluctuate significantly from quarter to quarter and operating results for any quarter will not necessarily be indicative of the results that may be achieved for a full year.
INFLATION
The effect of inflation on the Company has not been significant during the
last two fiscal years.
PART II
OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
1. On November 19, 1998 the Company's Board of Directors authorized the designation of 150,000 shares of a series of preferred stock ("Series A Preferred Stock") bearing a 10% cumulative dividend payable quarterly in cash, convertible into Common Stock at anytime after issuance, at the holder's option, at the rate of one share of Common Stock for each share of Series A Preferred Stock, subject to adjustment under certain circumstances. The Series A Preferred Stock is senior in rights and preferences to any subsequently designated series and/or class of preferred stock and is entitled to one vote per share of Common Stock into which the issued and outstanding shares of Series A Preferred Stock is then convertible, on all matters submitted to a vote of the Company's stockholders. Outstanding shares of Series A Preferred Stock are redeemable at any time by the Company, at its option, at the redemption price of $5.00 per share, upon timely notice of its intent to redeem.
2. In December 1998, Frank Cretella converted $720,405 of indebtedness owed by the Company to him into shares of Series A Preferred Stock at the ratio of one share of Series A Preferred Stock for each $5.00 of indebtedness outstanding. As an inducement to Mr. Cretella to convert the debt to equity, the Company also issued Mr. Cretella 72,040 warrants to purchase the Company's Common Stock at $6.00 per share.
3. On February 7, 2000, and February 9, 2000, the Company issued and sold an aggregate of 1,000,000 shares of its Common Stock to three accredited investors for a total purchase price of $2,000,000 under a Common Stock Purchase Agreement dated as of February 1, 2000.
4. On March 30, 2001, the Company issued and sold 5,700,000 shares of the Company's Common Stock at a price of $.10 per share, to three individuals including: Peter Salvatore (a member of the Board of Directors of the Company) and Anthony Golio (President and a member of the Board of Directors of the Company).
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(b) Reports on Form 8-K
During the period covered by this Report the Company filed a Form 8-K on April 16, 2001 reporting the sale and issuance of 5,700,000 shares of its Common Stock to three investors including Peter Salvatore (a member of the Board of Directors of the Company) and Anthony Golio (President and a member of the Board of Directors of the Company) for a total purchase price of $570,000.
TAM RESTAURANTS, INC. AND SUBSIDIARIES
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.
Dated: August 21, 2001 /S/ ANTHONY B. GOLIO
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Anthony B. Golio
President and Chief Financial
and Operating Officer
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