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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
Amendment No. 1 to
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended November 29, 1997
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 1-14202
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MORRISON RESTAURANTS INC.
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(Exact name of registrant as specified in its charter)
GEORGIA 63-1155967
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(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
The Hartsfield Colonnade
4893 Riverdale Road, Suite 260
Atlanta, GA 30337
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (770) 991-0351
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(Former name, former address and former fiscal year,
if changed since last report)
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 .
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9,229,020
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(Number of shares of $0.01 par value common stock
outstanding as of December 19, 1997)
1
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The Registrant hereby amends the exhibits contained in Item 6 of the
Registrant's Quarterly Report on Form 10-Q for the period ended November 29,
1997 to correct Exhibit 99(b) to properly reflect the release date of the
Registrant's press release. In accordance with Rule 12b-15 promulgated under
the Securities Exchange Act of 1934, as amended, the complete text of Item 6, as
amended follows:
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
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EXHIBITS
The following exhibits are filed as part of this report.
Exhibit No.
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11 Computation of Primary and Fully Diluted
Earnings Per Share*
27 Financial Data Schedule*
99(a) Waiver and Modification Agreement effective
as of August 31, 1997, but executed November
25, 1997, between Morrison Restaurants Inc.
and AmSouth Bank.*
99(b) Company press release to be released and dated
January 14, 1998.
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REPORTS ON FORM 8-K
During the second quarter of fiscal 1998, the Company filed a Current Report on
Form 8-K dated September 8, 1997, reporting under Item 5 the change in the
Company's name and New York Stock Exchange trading symbol from Morrison Fresh
Cooking, Inc. (ticker symbol MFC) to Morrison Restaurants Inc. (ticker symbol
MRN).
*FILED AS EXHIBIT OF THE SAME NUMBER FOR THE QUARTERLY REPORT ON FORM 10-Q.
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SIGNATURES
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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.
MORRISON RESTAURANTS INC.
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(Registrant)
01/20/98 /s/ Craig D. Nelson
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DATE CRAIG D. NELSON
Senior Vice President, Finance
(Senior Vice President and
Chief Financial Officer)
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Exhibit 99(b)
NEWS RELEASE
FOR IMMEDIATE RELEASE
MORRISON RESTAURANTS INC. TO EXPLORE STRATEGIC ALTERNATIVES;
ANNOUNCES SECOND QUARTER RESULTS
Atlanta, Ga. - January 14, 1998 - Morrison Restaurants Inc. today
announced that the Company's Board retained the investment banking firm of
Wheat, First Securities, Inc. and also reported revenues and results of
operations for the second quarter of fiscal year 1998.
Dolph von Arx, Chairman of the Board, stated, "The Board has retained
Wheat, First Securities, Inc. to assist in a review of the Company's operations,
financial structure and strategic alternatives. We decided that now is an
appropriate time to review Morrison's market position and the options available
for maximizing the Company's long-term value for our shareholders as our
employees have made tremendous strides in enhancing the dining experience of our
customers and reaching out in the local markets we serve."
For the second quarter of fiscal 1998, revenues for Morrison Restaurants
Inc. were $59,816,000, a decrease of 4.9% from the same quarter of the prior
year. Sales for units open in both periods were down 2.4% versus last year.
The company incurred an operating loss of ($2,713,000) compared to an operating
profit of $1,160,000 for the second quarter of fiscal 1997. Net loss and loss
per share were ($1,776,000) and ($0.19) for the quarter, respectively. Customer
traffic trends were down versus last year, although the rate of decline has
slowed in the second quarter compared to the first quarter of fiscal 1998.
Lower customer traffic was the primary reason for the second quarter operating
loss. Labor costs increased significantly, primarily as a result of the October
1, 1996 and September 1, 1997 minimum wage increases. Additionally, the results
were adversely impacted by costs associated with the decision to close three
restaurants, two of which are currently generating cash flow losses, and the
third which is being closed at the expiration of the lease by the landlord. The
second quarter results were positively impacted by reduced food costs.
Ronnie Tatum, Chief Executive Officer stated, "While our financial
results do not yet reflect it, we have made significant improvement in
providing the customer with quality, great tasting, attractively displayed food,
delivered quickly by smiling, friendly people! We have returned our focus to
local restaurant marketing and positioned our restaurants as centers of
community life and activities. Our renewed focus on local marketing proved
fruitful as we secured additional sales with civic clubs, church and educational
institutions during the second quarter. We are aggressively addressing our
costs, particularly our food costs. During the second quarter, we reduced our
food cost per meal by 5% as our restaurant managers focused more intensely on
sales forecasting and food production planning. We also continue to evaluate
labor and all overhead costs, and have identified and are implementing several
additional savings opportunities."
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Exhibit 99(b)
As announced on September 24, 1997, in accordance with Financial
Accounting Standard No. 121, "Accounting for the Impairment of Long-Lived Assets
and Long-Lived Assets to be Disposed Of", the Company records impairment losses
on long-lived assets used in operations when events and circumstances indicate
that the assets might be impaired and the undiscounted cash flows estimated to
be generated by those assets are less than the carrying amount of those assets.
In light of the results of operations in the first and second quarters of fiscal
1998, the Company continues to monitor closely the effect of improvement plans
being implemented. In the event these improvement plans are not effective, the
Company may need to write-down certain assets to their estimated fair value.
Based on the result of future operations, the Company may also implement plans
to close certain underperforming restaurants and dispose of assets. Once
adopted, these plans could result in a write-down of certain assets to their
estimated fair value.
Morrison Restaurants Inc. is a restaurant company with $240 million of
annual revenue with 148 restaurants in 13 states located in the Southeastern and
mid-Atlantic regions. It is publicly traded on the New York Stock Exchange
(symbol:MRN).
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For more information, contact: Ronnie Tatum
Tel: (770) 991-0351, extension 124 Chief Executive Officer
Craig Nelson
Senior Vice President - Finance
This press release contains "forward-looking" statements which represent the
Company's expectations or beliefs concerning results and growth during fiscal
year 1998 and beyond. The Company cautions that a number of important factors
could, individually or in the aggregate, cause actual results to differ
materially from such forward-looking statements including, without limitations,
the following: general economic conditions; consumer spending trends; mall
traffic trends; changes in food costs; increased competition in the restaurant
industry; and changes in laws and regulations affecting labor and employee
benefits.
