<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the Quarterly Period Ended June 25, 2000.
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 0-25721.
BUCA, Inc.
------------------------------------------------------
(Exact name of registrant as specified in its Charter)
Minnesota 41-1802364
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1300 Nicollet Mall
Minneapolis, Minnesota 55403
---------------------------------------------------
(Address of principal executive offices) (Zip Code)
(612) 288-2382
----------------------------------------------------
(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 [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: Common Stock, $.01 par value
14,147,609 shares as of August 9, 2000.
1
<PAGE>
INDEX
BUCA, INC. AND SUBSIDIARIES
Page
----
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets - December 26, 1999 and
June 25, 2000 3
Consolidated Statements of Operations - Thirteen and
Twenty-Six Weeks Ended June 27, 1999 and June 25, 2000 4
Consolidated Statements of Cash Flows - Thirteen and
Twenty-Six Weeks Ended June 27, 1999 and June 25, 2000 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 7
Item 3. Quantitative and Qualitative Disclosures about Market Risk 11
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 12
Item 2. Changes in Securities and Use of Proceeds 12
Item 3. Defaults upon Senior Securities 12
Item 4. Submission of Matters to a Vote of Security Holders 12
Item 5. Other Information 12
Item 6. Exhibits and Reports on Form 8-K 12
SIGNATURES 14
2
<PAGE>
PART 1. - FINANCIAL INFORMATION
Item 1. Financial Statements
BUCA, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
<TABLE>
<CAPTION>
(Unaudited)
December 26, June 25,
1999 2000
------------ -----------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 1,726 $ 12,614
Marketable securities 1,958
Accounts receivable 1,261 1,669
Inventories 2,293 3,026
Deferred income taxes 1,259 1,259
Prepaid expenses and other 1,034 1,087
--------- ---------
Total current assets 7,573 21,613
PROPERTY AND EQUIPMENT, net 63,763 86,160
OTHER ASSETS 4,609 3,393
--------- ---------
$ 75,945 $ 111,166
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 5,303 $ 5,586
Accrued expenses 6,614 4,421
Current maturities of long-term debt 50 94
--------- ---------
Total current liabilities 11,967 10,101
LONG-TERM DEBT, less current maturities 1,688 1,758
OTHER LIABILITIES 581 644
SHAREHOLDERS' EQUITY:
Undesignated stock, 5,000,000 authorized, none issued and outstanding
Common stock, $.01 par value - 10,810,295 and 14,140,552 shares issued and
outstanding, respectively 108 141
Additional paid-in capital 76,547 111,337
Accumulated deficit (14,413) (12,162)
--------- ---------
62,242 99,316
Notes receivable from shareholders (533) (653)
--------- ---------
Total shareholders' equity 61,709 98,663
--------- ---------
$ 75,945 $ 111,166
========= =========
</TABLE>
See notes to consolidated financial statements.
3
<PAGE>
BUCA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(In thousands, except share and per share data)
(Unaudited)
<TABLE>
<CAPTION>
13 Weeks Ended 26 Weeks Ended
--------------------------- ----------------------------
June 27, June 25, June 27, June 25,
1999 2000 1999 2000
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Restaurant sales $ 15,834 $ 29,598 $ 30,007 $ 56,522
Restaurant costs:
Product 4,384 7,881 8,305 14,931
Labor 5,101 9,649 9,612 18,236
Direct and occupancy 3,309 5,631 6,179 10,982
Depreciation and amortization 661 1,475 1,333 2,813
------------ ------------ ------------ ------------
Total restaurant costs 13,455 24,636 25,429 46,962
------------ ------------ ------------ ------------
General and administrative expenses 1,438 1,763 2,861 3,580
Preopening costs 1,231 1,166 1,621 2,427
------------ ------------ ------------ ------------
Operating (loss) income (290) 2,033 96 3,553
Interest income (202) (192) (280) (209)
Interest expense 81 114 372 301
Subordinated debt conversion costs 954 -- 954 --
------------ ------------ ------------ ------------
(Loss) income before income taxes and extraordinary item (1,123) 2,111 (950) 3,461
Benefit (provision) for income taxes 3 (738) 8 (1,210)
------------ ------------ ------------ ------------
(Loss) income before extraordinary item (1,120) 1,373 (942) 2,251
Extraordinary loss on extinguishments of debt (231) -- (1,545) --
------------ ------------ ------------ ------------
Net (loss) income $ (1,351) $ 1,373 $ (2,487) $ 2,251
============ ============ ============ ============
Cumulative preferred stock dividends, accretion of
preferred stock to redemption value, and change
in redeemable common stock (155) -- (708) --
------------ ------------ ------------ ------------
Net (loss) income applicable to common stock $ (1,506) $ 1,373 $ (3,195) $ 2,251
============ ============ ============ ============
Net (loss) income per common share - basic:
(Loss) income before extraordinary item $ (0.13) $ 0.10 $ (0.17) $ 0.19
============ ============ ============ ============
Net (loss) income applicable to common stock $ (0.18) $ 0.10 $ (0.58) $ 0.19
============ ============ ============ ============
Weighted average common shares outstanding 8,438,231 13,235,107 5,477,697 12,038,846
============ ============ ============ ============
Net (loss) income per common share - diluted:
(Loss) income before extraordinary item $ (0.13) $ 0.10 $ (0.17) $ 0.18
============ ============ ============ ============
Net (loss) income applicable to common stock $ (0.18) $ 0.10 $ (0.58) $ 0.18
============ ============ ============ ============
Weighted average common shares outstanding 8,438,231 13,663,407 5,477,697 12,517,588
============ ============ ============ ============
</TABLE>
See notes to consolidated financial statements.
4
<PAGE>
BUCA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Thirteen Weeks Ended Twenty-Six Weeks Ended
-------------------- ----------------------
June 27, June 25, June 27, June 25,
1999 2000 1999 2000
-------- -------- -------- --------
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income $ (1,351) $ 1,373 $ (2,487) $ 2,251
Adjustments to reconcile net (loss) income to net cash
provided by operating activities:
Depreciation and amortization 642 1,475 1,295 2,813
Deferred income taxes 172 33 598
Loss on early extinguishment of debt 1,185 2,499
Change in assets and liabilities:
Accounts receivable (16) (66) 27 (408)
Inventories (463) (496) (499) (733)
Prepaid expenses and other (416) (286) (1,116) (53)
Accounts payable 1,577 (677) 1,197 283
Accrued expenses 189 (55) 94 (2,193)
Other (8) 26 81 63
-------- -------- -------- --------
Net cash provided by operating activities 1,339 1,466 1,124 2,621
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of available for sale marketable securities (33,223) (23,932) (33,223) (23,932)
Sale and maturity of available for sale marketable securites 15,436 21,974 15,436 21,974
Purchase of property and equipment (9,841) (11,858) (15,639) (25,109)
(Increase) decrease in other assets (143) 102 (281) 599
-------- -------- -------- --------
Net cash used in investing activities (27,771) (13,714) (33,707) (26,468)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from line of credit borrowings 2,000 3,000 2,000 12,500
Payment on line of credit (2,000) (12,500) (2,000) (12,500)
Proceeds from issuance of long-term debt 7,330 800
Principal payments on long-term debt (7,013) (15) (13,618) (27)
Loan and lease acquisition costs (23) (81) (224) (81)
(Payment) collection on notes receivable from shareholders (17) 38 34 60
Repurchase of common stock (31)
Net proceeds from issuance of common stock 34,995 33,736 34,458 33,983
-------- -------- -------- --------
Net cash provided by financing activities 27,942 24,178 27,949 34,735
NET CHANGE IN CASH AND CASH EQUIVALENTS 1,510 11,930 (4,634) 10,888
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 432 684 6,576 1,726
-------- -------- -------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 1,942 $ 12,614 $ 1,942 $ 12,614
======== ======== ======== ========
</TABLE>
See notes to consolidated financial statements.
5
<PAGE>
BUCA, INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
1. NATURE OF BUSINESS AND BASIS OF PRESENTATION
BUCA, Inc. and subsidiaries ("we", "us", or "our") develops and operates
family-style, immigrant Southern Italian restaurants located in Arizona,
California, Colorado, District of Columbia, Florida, Illinois, Indiana, Iowa,
Kansas, Kentucky, Michigan, Minnesota, Nevada, New York, Ohio, Pennsylvania,
Texas, Washington, and Wisconsin under the name of BUCA di BEPPO.
The accompanying financial statements have been prepared by us without audit and
reflect all adjustments, consisting of normal recurring adjustments, which are,
in the opinion of management, necessary for a fair statement of financial
position and the results of operations for the interim periods. The statements
have been prepared in accordance with generally accepted accounting principles
and with the regulations of the Securities and Exchange Commission ("SEC").
Certain information and footnote disclosures, normally included in financial
statements prepared in accordance with generally accepted accounting principles,
have been condensed or omitted pursuant to such SEC rules and regulations.
Operating results for the thirteen and twenty-six weeks ended June 25, 2000 are
not necessarily indicative of the results that may be expected for the year
ending December 31, 2000.
The balance sheet at December 26, 1999 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements.
Certain prior year amounts have been reclassified to conform to the current
year's presentation.
In December 1999, the Securities and Exchange Commission (SEC) issued Staff
Accounting Bulletin No. 101 (SAB 101), "Revenue Recognition in Financial
Statements." SAB 101 summarized the SEC's view in applying generally accepted
accounting principles to selected revenue recognition issues. We are required to
apply SAB 101 in the fourth quarter of 2000, retroactive to the first quarter of
2000. We continue to review SAB 101 and at this time do not expect the adoption
of SAB 101 to have any effect on our financial position or results of
operations.
For further information, refer to the financial statements and notes for the
fiscal year ended December 26, 1999 included in our Annual Report on Form 10-K.
2. NET (LOSS) INCOME PER SHARE
Basic (loss) income per share is computed by dividing net (loss) income by the
weighted average number of common shares outstanding. Diluted (loss) income per
share assumes conversion of the convertible subordinated debentures and
convertible preferred stock as of the beginning of the year and exercise of
stock options and warrants using the treasury stock method, if dilutive.
Dilutive net loss per share for the thirteen and twenty-six week period ended
June 27, 1999 is the same as basic net loss per share due to the antidilutive
effect of the assumed exercise of stock options, warrants, convertible
subordinated debentures, and convertible preferred stock securities.
Diluted loss per share excludes the following due to their antidilutive effect:
<TABLE>
<CAPTION>
June 27, 1999 June 25, 2000
------------------------- --------------------------
Weighted Weighted
Number of Average Price Number of Average Price
Shares Per Share Shares Per Share
--------- ------------- --------- --------------
<S> <C> <C> <C> <C>
Stock warrants 183,990 $ .01
Stock options 1,043,155 7.12 11,000 $15.60
Convertible subordinated debentures 140,921 4.61 19,091 $7.20
</TABLE>
6
<PAGE>
3. SUPPLEMENTAL CASH FLOW INFORMATION
The following is supplemental cash flow information for the period ended:
<TABLE>
<CAPTION>
Thirteen Weeks Ended Twenty-Six Weeks Ended
-------------------- ----------------------
June 27, June 25, June 27, June 25,
1999 2000 1999 2000
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Cash paid during year for:
Interest expense $ 203 $ 174 $ 456 $ 302
Income taxes (3) 86 25 134
Non-cash investing and financing activities:
Shareholder receivable from issuance of common stock 180 100 180 280
Shareholder receivable reduction due to retirement of stock -- 40 -- 100
Conversion of convertible subordinated debenture to
common stock 2,187 600 2,187 660
Accretion of redeemable preferred stock to redemption value 30 -- 150 --
Dividends accrued on redeemable preferred stock 125 -- 594 --
Change in value of redeemable common stock -- -- (37) --
</TABLE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
General
At June 25, 2000 we owned and operated 43 full service, dinner-only restaurants
that offer high quality, immigrant Southern Italian cuisine served family-style
in large portions in a fun and energetic atmosphere that parodies the decor and
ambiance of post-War Italian/American restaurants. Since late 1996, we have
pursued a rapid but disciplined expansion strategy, opening two restaurants in
1996, five in 1997, eight in 1998, and 15 in 1999. We intend to open 17 new
restaurants in fiscal 2000, of which 14 have opened through August 9, 2000 and
the remaining three are under construction.
In the past, the sales growth pattern of our new restaurants in the first two
years of operation differed from the typical sales growth pattern for new
restaurants in most other casual dining concepts. Our restaurants typically
experienced lower sales during the first few periods after opening, with
gradually increasing restaurant sales during the remainder of the restaurants'
first year of operation. In the second year of operation, our restaurants
experienced significant comparable restaurant sales growth. Due to the high
sales volumes of our new restaurant openings during the past twelve months,
particularly in markets where we have multiple restaurants, we believe that this
"discovery" growth pattern over the first two years of operation has moderated.
While we still rely primarily on word-of-mouth advertising and repeat business
to generate increased restaurant sales, our new restaurant openings in existing
markets, and even some of our new restaurant openings in new markets, have
experienced a core base of loyal customers from the restaurant opening. We
believe that the new pattern of stronger new restaurant openings may be due to
Buca becoming a more well-known brand. We continue to expect that our
restaurants will, on average, generate increased sales in the second year of
operation, although we believe that the rate of increase will be reduced from
the levels experienced in the past. We continue to expect that our mature
restaurants, those restaurants over two years old, will generate moderate sales
increases each year. However, as this base of mature restaurants continues to
grow, any impact from new restaurant openings on comparable restaurant sales
will continue to lessen. In light of these higher sales volumes at our newly
opened restaurants, we are considering changing our calculation of comparable
restaurant sales from using a twelve month method to 18 months, which is more
prevalent in industry practice.
We have expanded the use of daily specials and begun other measures to build
sales in existing restaurants and reduce our product costs as a percentage of
restaurant sales. Every day, every restaurant offers from two to four specials.
These daily specials are selected from a list of approximately 75 recipes. These
daily sales typically are priced higher than normal menu items and generate
higher margins. We have also added three of our most popular daily specials to
our regular menu (Mozzarella Caprese, Prosciutto Rollato and Tortoni), which are
the highest priced menu items in their categories.
Our restaurant sales are comprised almost entirely of the sales of food and
beverages. Product costs include the costs of food and beverages. Labor costs
include direct hourly and management wages, bonuses, taxes and benefits for
restaurant employees. Direct and occupancy costs include restaurant supplies,
marketing costs, rent, utilities, real estate taxes, repairs and maintenance and
other related costs. Depreciation and amortization principally includes
depreciation on capital expenditures for restaurants. General and administrative
expenses are composed of expenses associated with all corporate and
administrative functions that support existing operations, management and staff
salaries, employee benefits, travel, information systems and training and market
research. Preopening costs consist of direct costs related to hiring and
training the initial restaurant workforce and certain other direct costs
associated with opening new restaurants. Interest (income) expense includes the
net cost of interest expense on debt and interest income on invested assets.
7
<PAGE>
Results of Operations
Our operating results for the thirteen and twenty-six week periods ended June
27, 1999 and June 25, 2000 expressed as a percentage of restaurant sales were as
follows:
Thirteen Twenty-Six
Weeks Ended Weeks Ended
-------------------- ------------------
June 27, June 25, June 27, June 25,
1999 2000 1999 2000
-------- -------- -------- --------
Restaurant sales 100.0% 100.0% 100.0% 100.0%
Restaurant costs:
Product 27.7% 26.6% 27.7% 26.4%
Labor 32.2% 32.6% 32.0% 32.3%
Direct and occupancy 20.9% 19.0% 20.6% 19.4%
Depreciation and amortization 4.2% 5.0% 4.4% 5.0%
----- ----- ----- -----
Total restaurant costs 85.0% 83.2% 84.7% 83.1%
General and administrative expenses 9.1% 6.0% 9.5% 6.3%
Preopening costs 7.8% 3.9% 5.4% 4.3%
----- ----- ----- -----
Operating (loss) income (1.8)% 6.9% 0.3% 6.3%
Interest income (1.3)% (0.6)% (0.9)% (0.4)%
Interest expense 0.5% 0.4% 1.2% 0.5%
Subordinated debt conversion costs 6.0% 3.2%
----- ----- ----- -----
(Loss) income before income taxes
and extraordinary items (7.1)% 7.1% (3.2)% 6.1%
===== ===== ===== =====
Thirteen Weeks Ended June 27, 1999 Compared to the Thirteen Weeks Ended June 25,
2000
Restaurant Sales. Restaurant sales increased by $13.8 million, or 86.9%, to
$29.6 million in the second quarter of fiscal 2000 from $15.8 million in the
second quarter of fiscal 1999. The total increase consisted of restaurant sales
of approximately $12.8 million at 23 new restaurants opened within the last 15
months and approximately $1.0 million in comparable restaurant sales increases.
Comparable restaurant sales increased by 6.5% in the second quarter of fiscal
2000, due primarily to an increase in our average check from approximately $20
in the second quarter of fiscal 1999 to approximately $21 in the second quarter
of fiscal 2000. This increase in our average check was a result of our price
increase of approximately 2% implemented at the beginning of fiscal 2000 and to
the increased sales of specials and "To Go" items. We expect our comparable
restaurant sales increase in the third quarter of fiscal 2000 to be less than
that experienced in the first two quarters of fiscal 2000.
Product. Product costs increased by $3.5 million to $7.9 million in the second
quarter of fiscal 2000 from $4.4 million in the second quarter of fiscal 1999.
Product costs as a percentage of restaurant sales decreased to 26.6% in the
second quarter of fiscal 2000 from 27.7% in the second quarter of fiscal 1999.
This decrease resulted from management's efforts to reduce product costs and
from the price increase taken at the beginning of fiscal 2000. We expect product
costs as a percentage of sales to remain at approximately the same level as the
second quarter of fiscal 2000.
Labor. Labor costs increased by $4.5 million to $9.6 million in the second
quarter of fiscal 2000 from $5.1 million in the second quarter of fiscal 1999.
Labor costs increased slightly as a percentage of restaurant sales to 32.6% in
the second quarter of fiscal 2000 from 32.2% in the second quarter of fiscal
1999. This increase was a result of a higher percentage of our sales coming from
stores opened less than 12 months. Restaurants are generally less efficient
during their first 12 months of operations compared to restaurants open for
greater than one year. We expect labor costs to decrease as a percentage of
sales in the third quarter of fiscal 2000 due to management's efforts to reduce
these costs, particularly in the new restaurants.
Direct and Occupancy. Direct and occupancy costs increased by $2.3 million to
$5.6 million in the second quarter of fiscal 2000 from $3.3 million in the
second quarter of fiscal 1999. Direct and occupancy costs as a percentage of
restaurant sales decreased to 19.0% in the second quarter of fiscal 2000 from
20.9% in the second quarter of fiscal 1999. This decrease as a percentage of
restaurant sales was a result of owning some or all of the building or land at
eleven of our restaurant locations and the increase in our average sales volume
per restaurant. Owning restaurant properties decreases the amount of rent that
is required to be paid. Increased sales volumes also reduce direct and occupancy
costs as a percentage of sales because the majority of direct and occupancy
costs are fixed in nature. We expect direct and occupancy costs to increase
slightly as a percentage of sales during the third quarter of fiscal 2000 due
to the projected opening of seven new restaurants during the quarter.
8
<PAGE>
Depreciation and Amortization. Depreciation and amortization expenses increased
by $814,000 to $1,475,000 in the second quarter of fiscal 2000 from $661,000 in
the second quarter of fiscal 1999. This increase was primarily the result of
depreciation recognized on capital expenditures for new restaurants.
General and Administrative. General and administrative expenses increased by
$325,000 to $1,763,000 in the second quarter of fiscal 2000 from $1,438,000 in
the second quarter of fiscal 1999. General and administrative expenses as a
percentage of restaurant sales decreased to 6.0% in the second quarter of fiscal
2000 from 9.1% in the second quarter of fiscal 1999. We expect that general and
administrative expenses will continue to increase in dollar amount in the
future, but continue to decrease as a percentage of restaurant sales because our
expansion plans will require proportionately smaller incremental increases in
general and administrative expenses.
Preopening. Preopening costs decreased by $65,000 to $1,166,000 in the second
quarter of fiscal 2000 from $1,231,000 in the second quarter of fiscal 1999.
Preopening costs decreased as a percentage of sales to 3.9% in the second
quarter of fiscal 2000 from 7.8% in the second quarter of fiscal 1999. We expect
preopening costs to decrease as a percentage of sales in both the third and
fourth quarters of fiscal 2000.
Interest (Income) Expense. Net interest income decreased $43,000 to $78,000 in
the second quarter of fiscal 2000 from $121,000 in the second quarter of fiscal
1999. The decrease in net interest income primarily resulted from less invested
assets during the second quarter of fiscal 2000 compared to the second quarter
of fiscal 1999.
Provision / Benefit for Income Taxes. The provision for income taxes in the
second quarter of fiscal 2000 represents our estimate of our income tax rate for
fiscal 2000. In the first quarter of fiscal 1999, we recognized a small tax
benefit due to the expected utilization of our net operating loss
carry-forwards. At the end of fiscal 1999, we recorded a $1.8 million benefit
for income taxes as the utilization of our tax loss carry-forwards from prior
years was deemed more likely than not. These net operating loss carry-forwards
begin to expire in fiscal 2003.
Twenty-Six Weeks Ended June 27, 1999 Compared to the Twenty-Six Weeks Ended June
25, 2000
Restaurant Sales. Restaurant sales increased by $26.5 million, or 88.4%, to
$56.5 million in the first half of fiscal 2000 from $30.0 million in the first
half of fiscal 1999. The total increase consisted of restaurant sales of
approximately $24.8 million at 24 new restaurants opened within the last 18
months and approximately $2.2 million in comparable restaurant sales increases.
Comparable restaurant sales increased by 7.3% in the first half of fiscal 2000,
due primarily to an increase in our average check from approximately $20 in the
first half of fiscal 1999 to approximately $21 in the first half of fiscal 2000.
This increase in our average check was a result of our price increase of
approximately 2% implemented at the beginning of fiscal 2000 and to the
increased sales of specials and "To Go" items.
Product. Product costs increased by $6.6 million to $14.9 million in the first
half of fiscal 2000 from $8.3 million in the first half of fiscal 1999. Product
costs as a percentage of restaurant sales decreased to 26.4% in the first half
of fiscal 2000 from 27.7% in the first half of fiscal 1999. This decrease
resulted from management's efforts to reduce product costs and from the price
increase taken at the beginning of fiscal 2000.
Labor. Labor costs increased by $8.6 million to $18.2 million in the first half
of fiscal 2000 from $9.6 million in the first half of fiscal 1999. Labor costs
increased slightly as a percentage of restaurant sales to 32.3% in the first
half of fiscal 2000 from 32.0% in the first half of fiscal 1999. This increase
was a result of increased sales volumes at restaurants open less than one year
that generally have higher labor costs as a percentage of sales.
Direct and Occupancy. Direct and occupancy costs increased by $4.8 million to
$11.0 million in the first half of fiscal 2000 from $6.2 million in the first
half of fiscal 1999. Direct and occupancy costs as a percentage of restaurant
sales decreased to 19.4% in the first half of fiscal 2000 from 20.6% in the
first half of fiscal 1999. This decrease as a percentage of restaurant sales was
primarily a result of owning some or all of the building or land at eleven of
our restaurants locations and the increase in our average sales volume. Owning
restaurant properties reduces the amount of rent that is required to be paid.
Increased sales volumes also reduce direct and occupancy costs as a percentage
of sales because the majority of direct and occupancy costs are fixed in nature.
Depreciation and Amortization. Depreciation and amortization expenses increased
by $1.5 million to $2.8 million in the first half of fiscal 2000 from $1.3
million in the first half of fiscal 1999. This increase was primarily the result
of depreciation recognized on capital expenditures for new restaurants.
General and Administrative. General and administrative expenses increased by
$719,000 to $3,580,000 in the first half of fiscal 2000 from $2,861,000 in the
first half of fiscal 1999. General and administrative expenses as a percentage
of restaurant sales decreased to 6.3% in the first half of fiscal 2000 from 9.5%
in the first half of fiscal 1999.
9
<PAGE>
Preopening. Preopening costs increased by $806,000 to $2,427,000 in the first
half of fiscal 2000 from $1,621,000 in the first half of fiscal 1999. Preopening
costs decreased as a percentage of sales to 4.3% in the first half of fiscal
2000 from 5.4% in the first half of fiscal 1999.
Interest (Income) Expense. Net interest expense was $92,000 in the first half of
fiscal 2000 and fiscal 1999.
Provision / Benefit for Income Taxes. The provision for income taxes in the
first half of fiscal 2000 represents our estimate of our income tax rate for
fiscal 2000. In the first half of fiscal 1999, we recognized a small tax benefit
due to the expected utilization of our net operating loss carry-forwards. At the
end of fiscal 1999, we recorded a $1.8 million benefit for income taxes as the
utilization of our tax loss carry-forwards from prior years was deemed more
likely than not. These net operating loss carry-forwards begin to expire in
fiscal 2003.
Liquidity and Capital Resources
Prior to fiscal 1999, we had incurred significant net losses, primarily due to
restaurant development and the costs of hiring senior management to develop and
implement our expansion strategy. In the past, we generated income from our
restaurant operations, but incurred aggregate net losses of $6.1 million through
December 26, 1999. We have funded our capital requirements through sales of
equity securities, debt financing and sale-leaseback arrangements. Net cash
provided by operating activities was $2.6 million in the first half of fiscal
2000 compared with $1.1 million for the first half of fiscal 1999. We expect to
continue to generate cash from operating activities in future periods.
We use cash primarily to fund the development and construction of new
restaurants. Capital expenditures were $25.1 million in the first half of fiscal
2000 compared with $15.6 million in the first half of fiscal 1999. We opened
nine new restaurants in the first half of fiscal 2000 compared to six new
restaurants in the first half of fiscal 1999. Through June 25, 2000 we have
spent approximately $8.8 million on the seven restaurants that we expect to open
in the third quarter of fiscal 2000. Each new restaurant is expected to require,
on average, a total cash investment of between $1.0 million and $1.5 million,
excluding preopening costs expected to range from $175,000 to $210,000. To date,
the majority of our restaurants have been renovations of existing facilities
ranging in size from 4,500 square feet to 10,400 square feet. We anticipate that
future restaurants will typically range in size from 7,500 square feet to 9,000
square feet. In the last twelve months, we built ten restaurants based upon
our prototype designs. These designs are expected to require between $1,500,000
and $2,000,000 in total cash investment per restaurant. This investment
represents an incremental $500,000 increase over the historical cash investment
for remodeled restaurants. However, the rental cost on these restaurants is also
significantly lower than on remodeled restaurants as our lease costs relate to
the land only and not the building. We have in the past and we may in the future
acquire the land for our restaurants. The cost of any land purchases is not
included in the cash investment amounts above. In the future, we may refinance
any purchases of land or buildings through sale-leaseback transactions. We
cannot predict whether this financing will be available when needed or on terms
acceptable to us.
Net cash provided by financing operations was $34.7 million in the first half of
2000 compared with $27.9 million for the first half of fiscal 1999. Financing
activities in fiscal 2000 and fiscal 1999 consisted primarily of sales of equity
securities as well as the obtainment of long-term debt and lines of credit. At
June 25, 2000, we had a $15 million line of credit with nothing outstanding. We
repaid $12.5 million during the second quarter of fiscal 2000 on our existing
line of credit with a portion of the proceeds of our secondary public offering,
completed on April 12, 2000. The line of credit expires in September 2001 and
bears interest at the lower of US Bank's reference rate or LIBOR plus 1.875% to
2.375% (8.575% to 9.075%), dependent upon our meeting certain financial ratios.
We are required to pay 0.25% to 0.5% on all unused line of credit funds. The
credit agreement contains covenants that place restrictions on sales of
properties, transactions with affiliates, creation of additional debt and other
customary covenants. Borrowings under the credit agreement are collateralized by
substantially all of our assets. We are currently negotiating with our lenders
to increase the amount of our line of credit and to reduce the fee that we are
required to pay on all unused line of credit funds. We cannot predict whether
our existing lenders will ultimately agree to these adjustments.
Our capital requirements, including development costs related to the opening of
additional restaurants, have been and will continue to be significant. We will
need substantial capital to finance our expansion plans, which require funds for
capital expenditures, preopening costs and initial operating losses related to
new restaurant openings. The adequacy of available funds and our future capital
requirements will depend on many factors, including the pace of expansion, the
costs and capital expenditures for new restaurant development and the nature of
contributions, loans and other arrangements negotiated with landlords. Although
we can make no assurance, we believe that cash flow from operations together
with the net proceeds from our secondary public offering and currently available
borrowings will be sufficient to fund our capital requirements through the year
2001. To fund future operations, we will need to raise additional capital
through public or private equity or debt financing to continue our growth. In
addition, we may from time to time consider acquiring the operations of other
restaurants. We may obtain additional equity or debt financing to fund such
acquisitions. The sale of additional equity or debt securities could result in
additional dilution to our shareholders. We cannot predict whether additional
capital will be available on favorable terms, if at all.
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Inflation
The primary inflationary factors affecting our operations are food and labor
costs. A large number of our restaurant personnel are paid at rates based on the
applicable minimum wage, and increases in the minimum wage directly affect our
labor costs. To date, inflation has not had a material impact on our operating
results.
Disclosure Regarding Forward-Looking Statements
This Form 10-Q for the second quarter ended June 25, 2000 contains
forward-looking statements within the meaning of the safe harbor provisions of
Section 21E of the Securities Exchange Act of 1934. These forward-looking
statements are based on the beliefs of our management as well as on assumptions
made by and information currently available to us at the time the statements
were made. When used in this Form 10-Q, the words "anticipate", "believe",
"estimate", "expect", "intend" and similar expressions, as they relate to us,
are intended to identify the forward-looking statements. Although we believe
that these statements are reasonable, you should be aware that actual results
could differ materially from those projected by the forward-looking statements.
Because actual results may differ, readers are cautioned not to place undue
reliance on forward-looking statements. The actual number of restaurants opened
during any period could be higher or lower than the projected amount based upon
the timing and success of locating suitable sites, negotiating acceptable
leases, managing construction and recruiting qualified operating personnel. Our
comparable store sales percentage increases could moderate as a result of
competition, general economic conditions, changes in consumer preferences or
discretionary consumer spending, or changes in our historical sales growth
pattern. The size of our average check could be adversely affected by our price
increase and changes in consumer preferences. The effects of a price increase on
product, labor, and direct and occupancy costs may be adversely affected by
increased products costs, changes in the labor market, or our ability to
negotiate favorable lease terms, as well as general economic conditions. Product
costs could be adversely affected by increased distribution prices by SYSCO
Corporation or a failure to perform by SYSCO, as well as adverse weather
conditions, governmental regulation and general economic conditions. Labor costs
could increase due to increases in the minimum wage as well as competition for
qualified employees and the need to pay higher wages to attract sufficient
employees. Direct and occupancy costs could be adversely affected by an
inability to negotiate favorable lease terms as well as general economic
conditions. General and administrative expenses could increase due to
competition for qualified employees and the need to pay higher wages to attract
sufficient employees as well as general economic conditions. Our ability to
generate net interest income for the remainder of fiscal 2000 could be adversely
affected by the rate of return on our investments, the amount we are able to
invest and our need for additional borrowings on our credit facilities.
Preopening expenses could increase due to additional restaurant openings,
acceleration in new restaurant openings or increased expenses in opening new
restaurants. Our ability to generate cash from operating activities could be
adversely affected by increases in expenses as well as decreases in our average
check and guest counts. Additional factors that could cause actual results to
differ include: risks associated with future growth; inability to achieve and
manage planned expansion; fluctuations in operating results; the need for
additional capital; risks associated with discretionary consumer spending;
inability to compete with larger, more established competitors; potential labor
shortages; our dependence on governmental licenses; and complaints or litigation
from guests. Certain of these risk factors are more fully discussed in our
Annual Report on Form 10-K for the period ended December 26, 1999. We caution
you, however, that the list of factors above may not be exhaustive and that
those or other factors, many of which are outside of our control, could have a
material adverse effect on us and our results of operations. All forward-looking
statements attributable to persons acting on our behalf or us are expressly
qualified in their entirety by the cautionary statements set forth here. We
assume no obligation to publicly release the results of any revision or updates
to these forward-looking statements to reflect future events or unanticipated
occurrences.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
We are exposed to market risk from changes in interest rates on borrowings under
our revolving line of credit that bears interest at the lower of the lending
bank's reference rate or LIBOR plus 1.875% to 2.375%. Because we do not believe
that changes in interest rates from the maximum available borrowings under the
revolving line of credit are material, we do not believe this risk will be
material. We currently do not have any borrowings on our revolving line of
credit.
We have no derivative financial instruments or derivative commodity instruments
in our cash and cash equivalents and marketable securities. We invest our cash
and cash equivalents and marketable securities in investment grade, highly
liquid investments, consisting of money market instruments, bank certificates of
deposit, overnight investments in commercial paper, and short term government
and corporate bonds. We have invested the net proceeds from our public offering
in similar investment grade and highly liquid investments.
Many of the food products purchased by us are affected by commodity pricing and
are, therefore, subject to price volatility caused by weather, production
problems, delivery difficulties and other factors that are outside our control.
To control this risk in part, we have fixed price purchase commitments with
terms of one year or less for food and supplies from vendors who supply our
national food distributor. In addition, we believe that substantially all of our
food and supplies are available from several sources, which helps to control
food commodity risks. We believe we have the ability to increase menu prices, or
vary the menu items offered, if needed in
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<PAGE>
response to a food product price increases. To compensate for a hypothetical
price increase of 10% for food and supplies, we would need to increase menu
prices by an average of 3%, which is consistent with our average price increase
of approximately 2% in fiscal 2000, 3% in fiscal 1998 and 2% in fiscal 1997.
Accordingly, we believe that a hypothetical 10% increase in food product costs
would not have a material effect on our operating results.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
We are currently subject to various legal actions arising in the normal course
of business, none of which are expected to have a material effect on our results
of operations, financial condition or cash flows.
Item 2. Changes in Securities and Use of Proceeds
Since March 26, 2000 we have sold the following securities pursuant to exemption
from registration under the Securities Act. All of the sales were made in
reliance upon the exemptions from registration provided under Section 4(2) and
Regulation D of the Securities Act for transactions not involving a public
offering. All shares were issued directly by us, no underwriters were involved
and no discount, commission or other transaction-related remuneration was paid.
1. On April 20, 2000, we issued 69,491 shares of common stock for
$500,000, or $7.20 per share, to outside investors as required upon
conversion of certain subordinated debentures in aggregate principal
amount of $500,000 held by the investors.
Item 3. Defaults upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
<TABLE>
<CAPTION>
Exhibit No. Description Method of Filing
----------- ----------- ----------------
<S> <C> <C>
3.1 Amended and Restated Articles of Incorporation of the Company (1) Incorporated By
Reference
3.2 Amended and Restated Bylaws of the Company (2) Incorporated By
Reference
4.1 Specimen Common Stock Certificate (3) Incorporated By
Reference
4.2 Securities Purchase Agreement dated as of October 13, 1998 Incorporated By
between the Company and the Purchasers (4) Reference
4.3 Non-Statutory Stock Option Agreement between the Company and Incorporated By
1204 Harmon Partnership dated as of June 1, 1998 (5) Reference
4.4 Form of stock purchase warrant dated as of October 31, 1997 (6) Incorporated By
Reference
10.1 Credit Agreement dated as of September 27, 1999 (7) Incorporated By
Reference
10.2 First Amendment to Credit Agreement dated as of October 21, 1999 (8) Incorporated By
Reference
10.3 Second Amendment to Credit Agreement dated as of December 24, 1999 (9) Incorporated By
Reference
10.4 Third Amendment to Credit Agreement dated as of March 3, 2000 (10) Incorporated By
Reference
27.1 Financial Data Schedule for the quarter ended June 25, 2000 Electronic
Transmission
</TABLE>
(1) Incorporated by reference to Exhibit 3.4 to the Company's Registration
Statement on Form S-1 (Registration No. 333-72593).
12
<PAGE>
(2) Incorporated by reference to Exhibit 3.5 to the Company's Registration
Statement on Form S-1 (Registration No. 333-72593).
(3) Incorporated by reference to the same numbered Exhibit to the Company's
Registration Statement on Form S-1 (Registration No. 333-72593).
(4) Incorporated by reference to Exhibit 10.17 to the Company's
Registration Statement on Form S-1 (Registration No. 333-72593).
(5) Incorporated by reference to Exhibit 10.15 to the Company's
Registration Statement on Form S-1 (Registration No. 333-72593).
(6) Incorporated by reference to Exhibit 10.12 to the Company's
Registration Statement on Form S-1 (Registration No. 333-72593).
(7) Incorporated by reference to Exhibit 10.1 to the Company's Quarterly
Report on Form 10-Q for the period ended September 26, 1999.
(8) Incorporated by reference to Exhibit 10.2 to the Company's Quarterly
Report on Form 10-Q for the period ended September 26, 1999.
(9) Incorporated by reference to Exhibit 10.8 to the Company's Registration
Statement on Form S-1 (Registration No. 333-32794).
(10) Incorporated by reference to Exhibit 10.9 to the Company's Registration
Statement on Form S-1 (Registration No. 333-32794).
(b) Valuation and Qualifying Accounts:
None
(c) Reports on Form 8-K
No reports on Form 8-K were filed during the fiscal quarter ended June 25, 2000.
13
<PAGE>
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.
BUCA, Inc.
(Registrant)
Date: August 9, 2000 by: /s/ Joseph P. Micatrotto
-----------------------------------
Joseph P. Micatrotto,
Chairman, President and Chief
Executive Officer
(Principal Executive Officer)
Date: August 9, 2000 by: /s/ Greg A. Gadel
----------------------------------
Greg A. Gadel
Chief Financial Officer, Secretary
and Treasurer (Principal Financial
Accounting Officer)
14
