<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For quarterly period ended April 2, 1995
------------------------------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
----------------------- -----------------------
Commission file number 1-8766
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VOLUNTEER CAPITAL CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
TENNESSEE 62-0854056
- ----------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3401 West End Avenue, Suite 260, P.O. Box 24300, Nashville, Tennessee 37202
- --------------------------------------------------------------------------------
(Address of principal executive offices)
(Zip Code)
(615) 269-1900
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(Registrant's telephone number, including area code)
- --------------------------------------------------------------------------------
(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
--- ---
Common Stock Outstanding - 5,252,479 shares at May 12, 1995.
Page 1 of 15 pages.
Exhibit Index on page 15.
<PAGE> 2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
VOLUNTEER CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNT)
<TABLE>
<CAPTION>
APRIL 2 January 1
1995 1995
------- ---------
(Unaudited)
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . $11,440 $14,802
Short-term investments . . . . . . . . . . . . . . . . . . . . . . . . 985 1,000
Accounts and notes receivable, including current portion of direct
financing leases . . . . . . . . . . . . . . . . . . . . . . . . . . 101 155
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 607 577
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . 699 699
Prepaid expenses and other current assets . . . . . . . . . . . . . . 390 215
------- -------
TOTAL CURRENT ASSETS . . . . . . . . . . . . . . . . . . . . . . . . 14,222 17,448
INVESTMENT SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . 508 510
OTHER ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,134 1,106
PROPERTY AND EQUIPMENT, at cost, less allowances for
depreciation and amortization of $18,790 and $18,115 at April 2,
1995, and January 1, 1995, respectively . . . . . . . . . . . . . . . 33,279 29,776
DEFERRED INCOME TAXES . . . . . . . . . . . . . . . . . . . . . . . . . . 2,752 2,752
DEFERRED CHARGES, less amortization . . . . . . . . . . . . . . . . . . . 1,755 1,714
------- -------
$53,650 $53,306
======= =======
</TABLE>
-2-
<PAGE> 3
<TABLE>
<CAPTION>
APRIL 2 January 1
1995 1995
------- ---------
(Unaudited)
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,062 $ 3,089
Accrued expenses and other current liabilities . . . . . . . . . . . . 4,012 3,310
Current portion of long-term debt and obligations under capital leases 331 350
------- -------
TOTAL CURRENT LIABILITIES . . . . . . . . . . . . . . . . . . . . . 6,405 6,749
LONG-TERM DEBT AND OBLIGATIONS UNDER CAPITAL
LEASES, net of portion classified as current . . . . . . . . . . . . . 18,768 18,847
DEFERRED INCOME TAXES AND OTHER DEFERRED CREDITS . . . . . . . . . . . . 442 406
STOCKHOLDERS' EQUITY
Common Stock, par value $.05 per share: Authorized 10,000,000
shares; issued 5,252,479 and 5,240,481 shares at April 2, 1995
and January 1, 1995, respectively . . . . . . . . . . . . . . . . . 263 262
Preferred Stock, no par value: Authorized 1,000,000 shares; none
issued . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . - -
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . 28,760 28,718
Retained earnings (accumulated deficit) . . . . . . . . . . . . . . . 212 (476)
------- -------
29,235 28,504
Note receivable - Employee Stock Ownership Plan . . . . . . . . . . . (1,200) (1,200)
------- -------
TOTAL STOCKHOLDERS' EQUITY . . . . . . . . . . . . . . . . . . . . . 28,035 27,304
COMMITMENTS AND CONTINGENCIES
------- -------
$53,650 $53,306
======= =======
</TABLE>
See note to consolidated condensed financial statements.
-3-
<PAGE> 4
VOLUNTEER CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
QUARTER ENDED
-------------
APRIL 2 April 3
1995 1994
------- -------
<S> <C> <C>
Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $18,100 $14,944
Costs and expenses:
Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,263 5,248
Restaurant labor and related costs . . . . . . . . . . . . . . . . . . 5,377 4,301
Depreciation and amortization of restaurant
property and equipment . . . . . . . . . . . . . . . . . . . . . . . 671 493
Royalties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 506 486
Other operating expenses . . . . . . . . . . . . . . . . . . . . . . . 3,334 2,827
------- -------
Total restaurant operating expenses . . . . . . . . . . . . . . . . 16,151 13,355
------- -------
Income from restaurant operations . . . . . . . . . . . . . . . . . . . . 1,949 1,589
General and administrative expenses . . . . . . . . . . . . . . . . . . . 1,048 842
------- -------
Operating Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . 901 747
------- -------
Other Income (expense):
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . (384) (410)
Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . 206 192
Other, Net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 24
------- -------
Total other income (expense) . . . . . . . . . . . . . . . . . . . . (149) (194)
------- -------
Income before income taxes . . . . . . . . . . . . . . . . . . . . . . . 752 553
Income tax provision . . . . . . . . . . . . . . . . . . . . . . . . . . 64 41
------- -------
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 688 $ 512
======= =======
Earnings per share:
Primary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ .13 $ .10
======= =======
Fully diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ .13 $ .10
======= =======
Weighted average number of shares:
Primary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,388 5,382
======= =======
Fully diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,396 5,382
======= =======
</TABLE>
See note to consolidated condensed financial statements.
-4-
<PAGE> 5
VOLUNTEER CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED IN THOUSANDS)
<TABLE>
<CAPTION>
QUARTER ENDED
-------------
APRIL 2 April 3
1995 1994
------- -------
<S> <C> <C>
Net cash provided by operating activities . . . . . . . . . . . . . . . . $ 1,434 $ 1,306
Net cash used by investing activities:
Maturities of investments . . . . . . . . . . . . . . . . . . . . . . 1,000 -
Purchase of investments . . . . . . . . . . . . . . . . . . . . . . . (985) -
Purchase of property and equipment . . . . . . . . . . . . . . . . . . (4,654) (1,345)
Other investing activities . . . . . . . . . . . . . . . . . . . . . . (61) (49)
------- -------
(4,700) (1,394)
Net cash used by financing activities:
Payments on debt and obligations under capital leases . . . . . . . . (139) (143)
Other financing activities . . . . . . . . . . . . . . . . . . . . . . 43 39
------- -------
(96) (104)
Decrease in Cash and Cash Equivalents . . . . . . . . . . . . . . . . . . (3,362) (192)
Cash and cash equivalents at beginning of period . . . . . . . . . . . . 14,802 17,755
------- -------
Cash and Cash Equivalents at End of Period . . . . . . . . . . . . . . . $11,440 $17,563
======= =======
</TABLE>
See note to consolidated condensed financial statements.
-5-
<PAGE> 6
VOLUNTEER CAPITAL CORPORATION AND SUBSIDIARIES
NOTE TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Unaudited)
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited consolidated condensed financial statements
have been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10-Q and
Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. Certain reclassifications have been made in
the prior year's consolidated condensed financial statements to conform to the
1995 presentation. In the opinion of management, all adjustments (consisting of
normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three months ended April 2, 1995, are
not necessarily indicative of the results that may be expected for the fiscal
year ending December 31, 1995. For further information, refer to the
consolidated financial statements and footnotes thereto included in the
Company's annual report on Form 10-K for the fiscal year ended January 1, 1995.
-6-
<PAGE> 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
OVERVIEW
Volunteer Capital Corporation operated 55 franchised Wendy's Old
Fashioned Hamburgers restaurants at April 2, 1995. In addition, the Company
operated six proprietary J. Alexander's full-service, casual dining
restaurants.
Income before income taxes increased by $199,000, or 36%, for the
first quarter of 1995 as compared to the same period during the previous year.
Restaurant operating profit was essentially flat in the Wendy's division
($1,356,000 in the 1995 quarter as compared to $1,352,000 in 1994), while the
J. Alexander's division posted an increase in restaurant operating profit of
$356,000 ($593,000 in 1995 as compared to $237,000 in 1994). When coupled with
a $40,000 decrease in net interest expense (interest expense less interest
income), the combined effect of these items more than offset an increase in
general and administrative expenses of $206,000.
WENDY'S RESTAURANT OPERATIONS
Results of the Wendy's restaurant operations before allocation of
other income, corporate overhead and net interest expense for the quarters
ended April 2, 1995, and April 3, 1994, were as follows:
<TABLE>
<CAPTION>
Quarter Ended
APRIL 2, 1995 April 3, 1994
---------------------- --------------------
AMOUNT % OF Amount % of
(IN THOUSANDS) SALES (in thousands) Sales
------------ ----- ------------ -----
<S> <C> <C> <C> <C>
Net sales . . . . . . . . . . . . . . . . . . . . $12,656 100.0% $12,153 100.0%
Restaurant costs and expenses:
Cost of sales . . . . . . . . . . . . . . . . . 4,404 34.8 4,277 35.2
Labor and related costs . . . . . . . . . . . . 3,639 28.8 3,416 28.1
Depreciation and amortization of restaurant
property and equipment . . . . . . . . . . . 458 3.6 399 3.3
Royalties . . . . . . . . . . . . . . . . . . . 506 4.0 486 4.0
Other operating expenses . . . . . . . . . . . 2,293 18.1 2,223 18.3
------- ----- ------- -----
11,300 89.3 10,801 88.9
------- ----- ------- -----
Restaurant operating income . . . . . . . . . . . $ 1,356 10.7% $ 1,352 11.1%
======= ===== ======= =====
</TABLE>
-7-
<PAGE> 8
The Company operated 55 Wendy's restaurants at April 2, 1995 and 52
Wendy's restaurants at April 3, 1994. On April 7, 1995, the Company opened a
new Wendy's restaurant in Myrtle Beach, South Carolina.
Total sales in the Wendy's division increased 4.1% in the first
quarter of 1995 as compared to the same period in 1994. This increase is due
entirely to new units as sales in restaurants open for both the first quarter
of 1995 and the corresponding period of 1994 decreased by 2.1%. The Company
estimates that menu prices, after considering promotional discounts, decreased
by approximately 1.0% during the first quarter of 1995 as compared to the same
period in 1994. Management believes that local and national marketing and
promotional efforts which have generally been very effective, competitive menu
pricing, continued emphasis on guest service and improvement in efficiency of
operations, and a continuing program of enhancements of guest service areas in
a number of restaurants have contributed, over the last several years, to
increasing and maintaining per unit sales averages. However, continued
competition in the quick-service restaurant industry in general and, more
recently, intense retail price competition by other major hamburger chains in
particular have continued to adversely impact weighted average sales per unit
which declined in both the last half of 1994 and the first quarter of 1995. The
development of new Wendy's restaurants by other franchisees in certain of the
Company's market areas, and to a lesser degree the opening of new restaurants
by the Company near its existing restaurants, have also negatively affected the
Company's sales in certain locations.
Cost of sales, which includes the cost of food and paper supplies,
decreased as a percentage of sales in the Wendy's division for the first
quarter of 1995 as compared to the same period in 1994, principally reflecting
a decrease in raw food costs which more than offset the effect of decreased
menu prices during the quarter. The decrease in raw food costs is attributable
primarily to what the Company considers unusually low costs for ground beef.
Restaurant labor and related costs increased as a percentage of net
sales for the first quarter of 1995, principally reflecting increased
management staffing incurred since the end of the first quarter of 1994, as
well as wage increases and the effect of decreased menu prices.
Other operating expenses decreased as a percentage of sales for the
first quarter of 1995 as compared to the same period in the prior year, as
reduced expenditures related to repairs and maintenance, utilities and property
insurance more than offset increased advertising costs and amortization of
pre-opening expenses associated with the three restaurants opened since the end
of the first quarter in 1994.
J. ALEXANDER'S RESTAURANT OPERATIONS
The Company operated six J. Alexander's restaurants at April 2, 1995,
compared with three at April 3, 1994 and five at January 1, 1995. The sixth J.
Alexander's restaurant opened February 13, 1995 in Ft. Lauderdale, Florida.
Because the Ft. Lauderdale restaurant opened during the peak season in Florida,
sales in the opening seven weeks were strong and minimized the effect of
start-up losses as compared to the Company's other restaurants, which generally
experienced larger losses during their initial months of operation.
J. Alexander's sales and operating income, before allocation of other
income, corporate overhead and net interest expense, for the quarters ended
April 2, 1995, and April 3, 1994, were as follows:
-8-
<PAGE> 9
<TABLE>
<CAPTION>
Quarter Ended
APRIL 2, 1995 April 3, 1994
---------------------- --------------------
AMOUNT % OF Amount % of
(IN THOUSANDS) SALES (in thousands) Sales
------------ ----- ------------ -----
<S> <C> <C> <C> <C>
Net sales . . . . . . . . . . . . . . . . . . . . $5,444 100.0% $2,791 100.0%
Restaurant costs and expenses:
Cost of sales . . . . . . . . . . . . . . . . . 1,859 34.2 971 34.8
Labor and related costs . . . . . . . . . . . . 1,738 31.9 885 31.7
Depreciation and amortization of restaurant
property and equipment . . . . . . . . . . . . 213 3.9 94 3.4
Other operating expenses . . . . . . . . . . . 1,041 19.1 604 21.6
------ ----- ------ -----
4,851 89.1 2,554 91.5
------ ----- ------ -----
Restaurant operating income . . . . . . . . . . . $ 593 10.9% $ 237 8.5%
====== ===== ====== =====
</TABLE>
Net sales for the J. Alexander's division increased 95.1% in the first
quarter of 1995 compared to the same period of 1994. Sales for the three
restaurants open during the first quarter of both 1995 and 1994 averaged
$977,000 per unit during 1995, a 5.1% increase from $930,000 during 1994. Sales
for the two J. Alexander's prototype units open during the first quarter of
both 1995 and 1994 averaged $1,089,000 per unit, a 4.8% increase from 1994's
average. Included in these increases is the impact of an estimated 3.8% menu
price increase implemented in January, 1995. Management believes that these
increases reflect acceptance and recognition by consumers of the high level of
food quality and service which J. Alexander's provides to its guests.
Cost of sales decreased as a percentage of sales for the first quarter
of 1995 as compared to the same period of the prior year, as the favorable
effect of increased menu prices more than offset higher costs associated with
the start-up of operations at the Ft. Lauderdale restaurant.
Restaurant labor and related costs increased slightly as a percentage
of sales during the first quarter of 1995 as compared to the first quarter of
1994, as hourly wage increases and higher costs associated with start-up
operations at the Ft. Lauderdale restaurant and the still relatively new Oak
Brook restaurant opened in the fourth quarter of 1994 more than offset the
favorable effect of increased menu prices.
Other operating expenses decreased as a percentage of sales during the
first quarter of 1995 as compared to the same period of 1994, as reduced
training costs, repairs and maintenance, utilities, and property insurance, the
favorable effects of increased menu prices, and operating efficiencies achieved
at higher sales levels more than offset additional supervisory expenses
incurred as a result of new store openings.
GENERAL AND ADMINISTRATIVE EXPENSES
General and administrative expenses, which include certain costs
related to both the Wendy's and J. Alexander's operations, totalled 5.8% of net
sales for the first quarter of 1995 as compared to 5.6% of net sales for the
1994 period. While general and administrative expenses are expected to continue
to increase in 1995, management expects that their growth rate for the year
will be less than that of the Company's revenues.
-9-
<PAGE> 10
INTEREST EXPENSE AND INTEREST INCOME
Interest expense decreased during the first quarter of 1995 as
compared to the corresponding period in 1994, principally due to an increase in
interest expense which was capitalized in connection with new restaurant
development in 1995. Interest income increased by $14,000 during the first
quarter of 1995 as compared to the same period in 1994, due to the net effect
of increased interest rates and decreased investment balances.
INCOME TAXES
Under the provisions of Statement of Financial Accounting Standards
No. 109 "Accounting for Income Taxes," the Company has significant deferred tax
assets relating primarily to approximately $13.5 million of net operating loss
carryforwards and $1.8 million of tax credit carryforwards available to reduce
future federal income taxes. Realization of the deferred tax assets is
dependent principally on future earnings from existing and new restaurants.
Accordingly, a valuation allowance reflecting the uncertainties associated with
future earnings has been established.
Failure to achieve forecasted taxable income could affect the ultimate
realization of the net deferred tax assets. Because of various uncertainties
associated with the restaurant industry, there can be no assurance that there
could not be factors in the future which would result in a decline in taxable
income. The Company will continue to evaluate the realizability of its net
deferred tax assets quarterly and will make further adjustments to the
valuation allowance if deemed appropriate.
As a result of utilization of its net operating loss carryforwards,
the Company did not provide for or pay federal or state income taxes that
approximate statutory rates during the first quarters of 1995 and 1994. The
Company's effective tax rate increased in the first quarter of 1995 as compared
to the same period of the prior year, due to exhausting its remaining net
operating loss carryforwards in certain states.
LIQUIDITY AND CAPITAL RESOURCES
Cash provided by operating activities represents a primary source of
liquidity for the Company and is also expected to be a resource for meeting
future capital needs. The Company's cash flow from operations totaled
$1,434,000 during the first quarter of 1995, up $128,000 from the corresponding
period in 1994. In addition, the Company had cash and marketable securities of
$12,933,000 on hand at April 2, 1995. Working capital at April 2, 1995 totaled
$7,817,000 as compared to $16,183,000 at April 3, 1994, with the decrease
primarily reflecting the Company's capital expenditures during the last year.
The Company's primary investing activity has historically been capital
expenditures for the development and maintenance of its restaurants. Capital
expenditures totaled $4,198,000 (including $407,000 of billings remaining in
accounts payable at April 2, 1995), during the first quarter of 1995. Capital
expenditures of $545,000 during the first quarter of 1995 for the Wendy's
division included completion of a new restaurant, facilities upgrades and
miscellaneous equipment replacements. Capital expenditures for J. Alexander's
restaurants were $3,604,000 and consisted primarily of completion of the
restaurant in Ft. Lauderdale, Florida, acquisition of property and partial
completion of the restaurant in Hoover, Alabama, and acquisition of property
for the restaurant in Overland Park, Kansas.
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<PAGE> 11
Management expects the primary needs for capital resources in the
future will be for the development of new J. Alexander's and Wendy's restaurants
and for the maintenance of existing restaurants. Management may also consider
acquisitions of additional Wendy's restaurants and restaurants similar to J.
Alexander's and use of the Company's capital resources to enhance shareholder
value in other ways.
The Company's goal is to open four J. Alexander's restaurants in 1995.
The Company's sixth J. Alexander's restaurant opened February 13, 1995, in Ft.
Lauderdale, Florida and its seventh restaurant is currently under construction
in Hoover, Alabama (a suburb of Birmingham) and is expected to open in the
third quarter of 1995. The Company has also acquired a site in 1995 in Overland
Park, Kansas (a suburb of Kansas City) for development of a J. Alexander's
restaurant. The initial cost of developing the J. Alexander's prototype
restaurants has ranged from approximately $2,300,000 to $3,800,000, excluding
pre-opening costs. While the cost of land has been the most significant
variable in development cost, costs related to site preparation and buildings
have also varied considerably in certain locations. Management estimates that
pre-opening costs will be approximately $250,000 for each restaurant.
Additionally, the Company will continue to seek opportunities to develop three
to five new Wendy's restaurants each year at an estimated cost of $850,000 to
$950,000 each. The initial capital investment required for opening a new J.
Alexander's or Wendy's restaurant would be significantly lower than indicated,
however, if property is leased rather than purchased. Finally, it is expected
that because of their age, up to $2,000,000 of capital expenditures will be
required annually to maintain and improve the Company's existing Wendy's
restaurants for 1995 and 1996.
The Company does not have significant capital needs for purposes other
than restaurant development. Maturities of long-term debt through 1997 are
relatively small because the Company has previously purchased in the market a
sufficient amount of its convertible subordinated debentures to meet sinking
fund requirements on that issue through that date. Further, since requirements
for funding accounts receivable and inventories are relatively small, the
Company does not have significant working capital needs. For these reasons, the
Company expects that funds on hand combined with cash flow from operations will
be available primarily to fund its development and capital expenditure plans
and should be adequate to do so for most, and perhaps all, of 1995. The Company
expects to continue its restaurant development program beyond 1995 and believes
that outside sources of capital will be needed to fund a portion of this
expansion. Management is presently evaluating alternatives which it believes
to be available for financing this development.
-11-
<PAGE> 12
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
(a) Annual meeting held May 9, 1995.
(b) Pursuant to Instruction 3 to Item 4, no response is required
to this item.
(c) At the Annual Meeting conducted May 9, 1995, the shareholders
voted on the election of directors. A summary of the vote is
as follows:
<TABLE>
<CAPTION>
Beasley Duncan Fritts Stout Tobias Wilt
------- ------ ------ ----- ------ ----
<S> <C> <C> <C> <C> <C> <C>
For 4,435,379 4,434,941 4,435,379 4,435,441 4,435,379 4,435,441
Against 147 147 147 147 147 147
Abstain 12,996 13,434 12,996 12,934 12,996 12,934
</TABLE>
(d) Not applicable.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
Exhibit (11) Computation of Earnings Per Share is filed with Part
I of this Form 10-Q.
Exhibit (27) Financial Data Schedules (for SEC use only)
(b) No reports on Form 8-K were filed for the quarter ended April 2,
1995.
-12-
<PAGE> 13
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 thereunto duly authorized.
VOLUNTEER CAPITAL CORPORATION
/s/ Lonnie J. Stout II
-----------------------------------------------
Lonnie J. Stout II
Chairman, President and Chief Executive Officer
/s/ R. Gregory Lewis
-----------------------------------------------
R. Gregory Lewis
Vice-President and Chief Financial Officer
Date: May 16, 1995
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<PAGE> 14
VOLUNTEER CAPITAL CORPORATION AND SUBSIDIARIES
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No.
- -----------
<S> <C>
(11) Computation of Earnings per Share
(27) Financial Data Schedules (for SEC use only)
</TABLE>
-14-
<PAGE> 1
Volunteer Capital Corporation and Subsidiaries
EXHIBIT 11 - STATEMENT RE: COMPUTATION OF EARNINGS PER SHARE
<TABLE>
<CAPTION>
QUARTER ENDED
-------------
APRIL 2 April 3
1995 1994
---- ----
<S> <C> <C>
Earnings per common and dilutive common equivalent share
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 688,000 $ 512,000
========== ==========
Adjustment of shares outstanding:
Actual weighted average shares outstanding . . . . . . . . . . . . . 5,244,000 5,120,000
Net additional shares issuable, based on the treasury stock method . 144,000 262,000
---------- ----------
Adjusted shares outstanding . . . . . . . . . . . . . . . . . . . . 5,388,000 5,382,000
========== ==========
Per share amount . . . . . . . . . . . . . . . . . . . . . . . . . . . $ .13 $ .10
========== ==========
Earnings per common share, assuming full dilution
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 688,000 $ 512,000
========== ==========
Adjustment of shares outstanding:
Actual weighted average shares outstanding . . . . . . . . . . . . 5,244,000 5,120,000
Net additional shares issuable, based on the treasury stock method 152,000 262,000
---------- ----------
Adjusted shares outstanding . . . . . . . . . . . . . . . . . . . . 5,396,000 5,382,000
========== ==========
Per share amount . . . . . . . . . . . . . . . . . . . . . . . . . . . $ .13 $ .10
========== ==========
</TABLE>
Note: The computations of earnings per common and dilutive common equivalent
share are based on the weighted average number of common shares
outstanding each period after considering the effect of stock options
using the treasury stock method. Shares issuable upon the conversion of
convertible subordinated debentures have not been included as the effect
of their inclusion would be antidilutive.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED CONDENSED FINANCIAL STATEMENTS AS OF AND FOR THE THREE MONTH PERIOD
ENDED APRIL 2, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-02-1995
<PERIOD-END> APR-02-1995
<CASH> 11,440
<SECURITIES> 985
<RECEIVABLES> 101
<ALLOWANCES> 0
<INVENTORY> 607
<CURRENT-ASSETS> 14,222
<PP&E> 52,069
<DEPRECIATION> 18,790
<TOTAL-ASSETS> 53,650
<CURRENT-LIABILITIES> 6,405
<BONDS> 18,768
<COMMON> 263
0
0
<OTHER-SE> 27,772
<TOTAL-LIABILITY-AND-EQUITY> 53,650
<SALES> 18,100
<TOTAL-REVENUES> 18,100
<CGS> 6,263
<TOTAL-COSTS> 11,640
<OTHER-EXPENSES> 4,511
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 384
<INCOME-PRETAX> 752
<INCOME-TAX> 64
<INCOME-CONTINUING> 688
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 688
<EPS-PRIMARY> .13
<EPS-DILUTED> .13
</TABLE>
