<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report under Section 13 or 15 (d) of
The Securities Exchange Act of 1934
For Quarter Ended: Commission File Number
July 17, 1996 0-14370
BUFFETS, INC.
(Exact name of registrant as specified in its charter)
Minnesota 41-1462294
(State of incorporation) (I.R.S. Employer Identification No.)
10260 Viking Drive, Eden Prairie, MN 55344
(Address of principal executive offices)
(612) 942-9760
(Registrant's telephone number)
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 stock, as of the latest practicable date.
Class Outstanding as of August 26,1996
----- --------------------------------
Common Stock, $.01 par value 31,348,534 shares
<PAGE>
BUFFETS, INC. AND SUBSIDIARIES
INDEX
Page No.
--------
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements:
Consolidated Balance Sheets-
January 3, 1996 and July 17, 1996..................... 3
Consolidated Statements of Earnings-
Twenty-Eight Weeks ended July 12, 1995
and July 17, 1996 and Twelve Weeks ended
July 12, 1995 and July 17, 1996....................... 4
Consolidated Statements of Cash Flows-
Twenty-Eight Weeks ended July 12, 1995
and July 17, 1996..................................... 5
Notes to Consolidated Financial
Statement............................................. 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations................... 7
PART II. OTHER INFORMATION..................................... 11
2
<PAGE>
Part I. FINANCIAL INFORMATION
Item 1. CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
BUFFETS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
JANUARY 3, JULY 17,
ASSETS 1996 1996
------------- -------------
(IN THOUSANDS)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . $ 13,375 $ 20,584
Receivable from landlords . . . . . . . . . . . . . . . . . . . . . . 2,028 2,186
Inventory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,044 2,934
Notes receivable. . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Prepaid rents . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,950 1,077
Other current assets. . . . . . . . . . . . . . . . . . . . . . . . . 1,435 1,261
Refundable income taxes . . . . . . . . . . . . . . . . . . . . . . . 1,829
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . 5,723 6,312
----------- -----------
TOTAL CURRENT ASSETS . . . . . . . . . . . . . . . . . . . . . . 29,395 34,354
----------- -----------
PROPERTY AND EQUIPMENT:
Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,135 8,158
Building. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,221 15,421
Equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 164,371 171,461
Leasehold improvements. . . . . . . . . . . . . . . . . . . . . . . . 122,125 128,778
----------- -----------
307,852 323,818
Less accumulated depreciation and amortization. . . . . . . . . . . . 87,225 100,321
----------- -----------
220,627 223,497
GOODWILL, net of accumulated amortization of $1,163 and
$1,318, respectively. . . . . . . . . . . . . . . . . . . . . . . . . 5,365 5,210
OTHER ASSETS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 520 463
----------- -----------
$255,907 $263,524
----------- -----------
----------- -----------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . $ 24,375 $ 21,160
Accrued payroll and related benefits. . . . . . . . . . . . . . . . . 12,602 11,231
Accrued rents . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,306 9,465
Accrued sales taxes . . . . . . . . . . . . . . . . . . . . . . . . . 2,463 2,626
Other accrued expenses. . . . . . . . . . . . . . . . . . . . . . . . 8,656 10,260
Income taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,555
----------- -----------
TOTAL CURRENT LIABILITIES. . . . . . . . . . . . . . . . . . . . 57,402 59,297
LONG-TERM DEBT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,000 5,000
MINORITY INTEREST IN CONSOLIDATED SUBSIDIARIES. . . . . . . . . . . . . .
DEFERRED INCOME . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 598 387
DEFERRED INCOME TAXES . . . . . . . . . . . . . . . . . . . . . . . . . . 11,979 12,641
STOCKHOLDERS' EQUITY:
Preferred stock, $.01 par value; authorized 5,000 shares;
none issued and outstanding
Common stock, $.01 par value; authorized 60,000 shares;
issued and outstanding 31,282 and
31,358 shares, respectively. . . . . . . . . . . . . . . . . . . 313 313
Additional paid-in capital. . . . . . . . . . . . . . . . . . . . . . 52,728 53,233
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . 118,887 132,653
----------- -----------
TOTAL STOCKHOLDERS' EQUITY . . . . . . . . . . . . . . . . . . . 171,928 186,199
----------- -----------
$255,907 $263,524
----------- -----------
----------- -----------
</TABLE>
See Notes to Consolidated Financial Statements.
3
<PAGE>
BUFFETS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(UNAUDITED)
<TABLE>
<CAPTION>
TWENTY-EIGHT WEEKS ENDED TWELVE WEEKS ENDED
------------------------ ------------------
JULY 12, JULY 17, JULY 12, JULY 17,
1995 1996 1995 1996
-------- --------- -------- --------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNT)
<S> <C> <C> <C> <C>
RESTAURANT SALES . . . . . . . . . . . . . . $261,372 $287,386 $119,282 $131,451
RESTAURANT COSTS:
Food Costs . . . . . . . . . . . . . . . 91,337 98,988 41,505 44,415
Labor Costs. . . . . . . . . . . . . . . 73,668 82,011 33,163 35,978
Direct and occupancy costs . . . . . . . 59,256 68,707 26,633 30,400
-------- --------- -------- --------
Total restaurant costs . . . . . . . . . 224,261 249,706 101,301 110,793
-------- --------- -------- --------
RESTAURANT PROFITS . . . . . . . . . . . . . 37,111 37,680 17,981 20,658
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES. . . . . . . . . 14,034 15,846 5,820 7,640
-------- --------- -------- --------
23,077 21,834 12,161 13,018
OTHER INCOME (EXPENSE) . . . . . . . . . . . 118 372 52 238
-------- --------- -------- --------
EARNINGS BEFORE INCOME TAXES . . . . . . . . 23,195 22,206 12,213 13,256
INCOME TAXES . . . . . . . . . . . . . . . . 8,815 8,440 4,642 5,039
-------- --------- -------- --------
NET EARNINGS . . . . . . . . . . . . . . . . $ 14,380 $ 13,766 $ 7,571 $ 8,217
-------- --------- -------- --------
-------- --------- -------- --------
NET EARNINGS PER COMMON AND
COMMON EQUIVALENT SHARE . . . . . . . . . . $.46 $.44 $.24 $.26
-------- --------- -------- --------
-------- --------- -------- --------
WEIGHTED AVERAGE COMMON AND
COMMON EQUIVALENT SHARES
OUTSTANDING . . . . . . . . . . . . . . . . 31,231 31,550 31,331 31,541
</TABLE>
See Notes to Consolidated Financial Statements.
4
<PAGE>
BUFFETS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Twenty-Eight Weeks Ended
---------------------------
JULY 12, JULY 17,
1995 1996
--------- --------
(IN THOUSANDS)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings . . . . . . . . . . . . . . . . . . . . . . $14,380 $13,766
Adjustments to reconcile net earnings
to net cash provided by operating activities:
Depreciation and amortization . . . . . . . . . . . . 12,946 14,540
Tax benefit from early disposition of common stock. . 146 70
Deferred income taxes . . . . . . . . . . . . . . . . (350) 73
Changes in assets and liabilities net of
acquisitions:
Inventory. . . . . . . . . . . . . . . . . . . . . (351) 110
Other current assets . . . . . . . . . . . . . . . (909) 1,058
Other assets . . . . . . . . . . . . . . . . . . . 74 3
Accounts payable . . . . . . . . . . . . . . . . . (1,149) (3,215)
Accrued payroll and related benefits . . . . . . . 2,088 (1,371)
Other accrued expenses . . . . . . . . . . . . . . 3,431 1,926
Income taxes currently payable . . . . . . . . . . 2,621 4,555
------- -------
Total adjustments. . . . . . . . . . . . . . . . 18,547 19,367
------- -------
Net cash provided by operating activities . . . . 32,927 33,133
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures, net of retirements . . . . . . . . (32,337) (18,912)
Cash received from landlords . . . . . . . . . . . . . . 4,240 1,553
Purchase of Des Moines Royal Fork restaurant . . . . . . (850)
------- -------
Net cash used in investing activities . . . . . (28,987) (17,359)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of employee's stock options . . . 1,366 435
Payments of long-term debt . . . . . . . . . . . . . . . (1,000) (9,000)
------- -------
Net cash provided by (used in) financing
activities. . . . . . . . . . . . . . . . . . . 366 (8,565)
------- -------
NET INCREASE IN CASH AND CASH EQUIVALENTS. . . . . . . . . 4,306 7,209
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR . . . . . . 6,822 13,375
------- -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD . . . . . . . . $11,128 $20,584
------- -------
------- -------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest (net of capitalized interest of $243,000 and
$164,000 in 1995 and 1996, respectively) . . . . . . . . $ 95 $ 16
Income taxes . . . . . . . . . . . . . . . . . . . . . . 6,398 1,920
</TABLE>
See Notes to Consolidated Financial Statements.
5
<PAGE>
BUFFETS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. In the opinion of Management, the accompanying unaudited consolidated
financial statements contain all adjustments (consisting only of normal
recurring adjustments) necessary to present fairly the financial position
of Buffets, Inc. and subsidiaries as of July 17, 1996 and the results of
operations for the twelve weeks ended July 12, 1995 and July 17, 1996 and
the results of operations and cash flows for the twenty-eight weeks ended
July 12, 1995 and July 17, 1996.
2. These statements should be read in conjunction with the Notes to
Consolidated Financial Statements contained in the Company's Annual Report
on Form 10-K for the fiscal year ended January 3, 1996 and with
Management's Discussion and Analysis of Financial Condition and Results of
Operations appearing on pages 7 thru 10 of this quarterly report.
6
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
The Company operates on a fifty-two or fifty-three week fiscal year, which
ends on the Wednesday nearest December 31. The Company's first quarter consists
of sixteen weeks; all other quarters are comprised of twelve weeks. When a
fifty-three week year occurs, the Company's fourth quarter consists of thirteen
weeks.
RESULTS OF OPERATIONS
TWELVE WEEKS ENDING JULY 17, 1996
RESTAURANT SALES. Restaurant sales of $131.5 million during the second quarter
of 1996 represented a 10.2% increase over sales of $119.3 million for the
comparable period of 1995, primarily due to sales generated by new restaurants.
Five new restaurants opened in the second quarter of 1996, bringing the total
number of Company-owned restaurants to 255 at the end of the quarter, compared
to 230 restaurants open at the end of the 1995 period. Average weekly sales per
restaurant for the second quarter of 1996 decreased 1.2% to $43,363 from $43,906
in the comparable period of 1995. Comparable restaurant sales were down 2.9%
for the comparable period. The Company's price increases have been in line with
inflation.
RESTAURANT COSTS. As a percentage of restaurant sales, total restaurant costs
decreased to 84.3% for the second quarter of 1996 from 84.9% for the second
quarter of 1995. Food costs as a percentage of restaurant sales decreased to
33.8% from 34.8%, due primarily to a reduction in cost of seafood products; and
labor costs decreased to 27.4% of sales from 27.8%. Direct and occupancy costs
increased to 23.1% from 22.3%, due to increases in various restaurant costs and
lower average restaurant sales volumes.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses as a percentage of restaurant sales increased to 5.8% in
the second quarter of 1996 from 4.9% in the second quarter of 1995. Expenses in
absolute terms increased 31.3% to $7.6 million for the second quarter of 1996
from $5.8 million for the comparable period of 1995, primarily due to the
increase in advertising costs to 1.9% in 1996 from .7% in 1995 as a percentage
of restaurant sales. The Company will have $2.1 million in marketing
expenditures in the third quarter relating to the Company's new marketing
campaign, which will cover approximately 50% of the Old Country Buffet
restaurants. The Company expects to spend less than 1.5% of sales on
advertising in fiscal 1996.
7
<PAGE>
INCOME TAXES. Income taxes were 38.0% of earnings before taxes for both the
quarters ended July 17, 1996 and July 12, 1995.
TWENTY-EIGHT WEEKS ENDING JULY 17, 1996
RESTAURANT SALES. For the first twenty-eight weeks of 1996, restaurant sales
increased 10.0% to $287.4 million from $261.4 million in 1995, primarily due to
sales generated by new restaurants. Twelve new restaurants opened in the first
half of 1996, bringing the total number of Company-owned restaurants to 255 at
the end of the period, compared to 230 restaurants open at the end of the 1995
period. The average weekly sales per restaurant decreased by 2.5% to $41,114
from $42,168 in 1995. Comparable restaurant sales were down 2.7%. The
Company's price increases have been in line with inflation.
RESTAURANT COSTS. Restaurant costs for the twenty-eight weeks in 1996 increased
to $249.7 million from $224.3 million in 1995. As a percentage of sales, 1996
costs were 86.9% and 1995 costs were 85.8%. Food costs decreased to 34.5% from
34.9%; labor costs increased to 28.5% from 28.2%. Direct and occupancy costs
increased to 23.9% in 1996 from 22.7% in 1995, due to increases in various
restaurant costs and lower average restaurant sales volumes.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. For the twenty-eight weeks of
1996, selling, general and administrative expenses increased to $15.8 million
from $14.0 million in 1995. This increase was primarily due to an increase in
advertising costs of $2.2 million which was partially offset by decreases in
training and opening costs due to the opening of 12 restaurants during the first
twenty-eight week period of 1996 compared to 22 in the same period of 1995. As
a percentage of sales, selling, general and administrative expenses increased to
5.5% in 1996 from 5.4% in 1995. Advertising for 1996 was 1.2% of sales compared
to .5% in 1995.
INCOME TAXES. Income taxes were 38.0% of earnings before income taxes for both
the 1996 and 1995 periods.
8
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
On April 30, 1996 the Company increased its unsecured revolving line of
credit to $50 million. The Company is required to pay a quarterly commitment
fee equal to 1/4 of 1% per annum of the unused balance. On July 1, 1999,
providing no default or event of default has occurred and is continuing, the
line of credit is convertible, at the Company's option, to a three-year term
loan, maturing on July 1, 2002. As of July 17, 1996, the Company had borrowings
of $5 million outstanding under this credit line.
The Company continues to require substantial amounts of capital to fund its
growth. The Company currently expects to open approximately 29 to 34 new Old
Country Buffet restaurants during 1996, with 14 already opened at July 31, 1996.
Five new restaurants opened during the quarter and six other units were under
construction at quarter end. Approximately six restaurants are expected to open
during the third quarter and 10 to 15 in the fourth quarter. In light of
management's concentration on meshing the Company with HomeTown Buffet, Inc.
(see "Merger of HomeTown" below), the Company's restaurant development schedule
has been adjusted. This includes two planned openings that were dropped to fit
better with the development objectives of a combined organization. The Company
expects to spend an aggregate of approximately $25 to $30 million during the
remainder of 1996 on its restaurants being opened in 1996, depending on the
level of contributions obtained from landlords for leasehold improvements and
the amount of land purchased for freestanding buildings. The Company
anticipates that, as it further pursues the development of freestanding
locations, the cost per location and related cash requirements will increase
substantially over prior years and these costs will not be offset by landlord
contributions that typically have been associated with strip mall locations.
The capital expenditure required for a freestanding location can be over 100%
greater than for a mall location. The Company estimates that less than 10% of
1996 new locations will be purchased freestanding units built and owned by the
Company. The Company estimates that approximately 25% of 1996 locations will be
freestanding leased units. Sources of capital for restaurant development
projects are anticipated to be funds provided by operations, credit received
from trade suppliers, landlord contributions to leasehold improvements and
current bank financing. The Company believes that these sources will be
adequate to finance operations and the additional restaurants included in the
Company's restaurant development plans for at least the remainder of 1996.
However, in order to remain prepared for further significant growth in future
years, the Company will continue to evaluate its financing needs and seek
additional funding if appropriate.
9
<PAGE>
MERGER OF HOMETOWN
On June 4, 1996, the Company and HomeTown Buffet, Inc. ("HomeTown") jointly
announced the signing of a definitive agreement to combine the two companies
through a merger of a newly-formed, wholly-owned subsidiary of the Company into
HomeTown. The definitive agreement provides that HomeTown stockholders are to
receive 1.17 shares of common stock of the Company for each share of HomeTown
common stock outstanding at the time of the merger. Completion of the merger is
subject to normal closing conditions including approvals by the shareholders of
the Company and HomeTown. Special shareholders meetings of both the Company and
HomeTown have been scheduled for September 19, 1996 to consider and vote upon
the merger.
FORWARD-LOOKING INFORMATION
This quarterly report contains forward-looking statements, including
statements regarding advertising costs and the number of restaurants expected to
be opened during the remainder of 1996. In addition to the factors discussed
herein, other factors that could cause actual results to differ materially
include adverse weather conditions, the success of the Company's advertising
program, changes in food supply costs and general economic conditions. In
addition, the ability of the Company to open new restaurants depends on a number
of factors, including its ability to find suitable locations and negotiate
acceptable leases and land purchases, its ability to attract and retain
qualified restaurant managers and the availability of capital.
10
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
IN RE BUFFETS, INC. SECURITIES LITIGATION, United States District
Court for the District of Minnesota, Master No. 3-94-1447, is a consolidation of
four separate lawsuits involving Buffets. The first lawsuit was commenced by
ZSA Asset Allocation Fund and ZSA Equity Fund on or about November 7, 1994.
Three other substantially similar actions were filed shortly thereafter by
alleged shareholders Marc Kushner, Trustee for Service Lamp Corp. Profit Sharing
Plan, Jerrine Fernandes, and John J. Nuttall. By Pretrial Order No. 1, entered
in early January 1995, the District Court ordered that the four lawsuits be
consolidated into the single pending action and that plaintiffs serve and file a
Consolidated Amended Class Action Complaint (the "Complaint"), which was served
on or about January 31, 1995. The Court ordered the dismissal of the Complaint
upon motion by the defendants, but granted plaintiffs leave to replead.
Plaintiffs filed their Second Amended, Consolidated Class Action Complaint (the
"Second Complaint") on December 11, 1995. Defendants moved to dismiss the
Second Complaint. On May 3, 1996, Magistrate Judge John Mason issued his Report
and Recommendation, recommending to the district judge that the Second Complaint
be dismissed, with leave to plaintiffs to replead within 60 days only upon
payment of all defendants' attorneys' fees to date. Plaintiffs have filed
objections to this Report and Recommendation and the matter currently is before
the District Court, Judge Michael J. Davis, for decision.
The Second Complaint is against Buffets and several of its officers and
directors. In the Second Complaint, plaintiffs seek to represent a putative
class consisting of all persons and entities (excluding defendants and certain
others) who purchased shares of the Buffets Common Stock during the period
commencing October 26, 1993 and ending October 25, 1994 (the "Class Period").
The Second Complaint alleges that the defendants made misrepresentations and
omissions of material fact during the Class Period with respect to Buffets
operations and restaurant development activities, as a result of which the price
of the Buffets stock allegedly was artificially inflated during the Class
Period. The Second Complaint further alleges that certain defendants made sales
of Buffets Common Stock during the Class Period while in possession of material
undisclosed information about the Company's operations and restaurant
development activities. The Second Complaint alleges that the defendants'
conduct violated the Securities Exchange Act of 1934 and seeks compensatory
damages in an unspecified amount, prejudgment interest, and an award of
attorneys' fees, costs and expenses.
11
<PAGE>
Management of the Company believes that the action is without merit and intends
to defend it vigorously. Although the outcome of this proceeding cannot be
predicted with certainty, the Company's management believes that while the
outcome may have a material effect on earnings in a particular period, the
outcome should not have a material effect on the financial condition of the
Company.
On August 9, 1996, HTB Restaurants, Inc. ("HTB Restaurants"), a
franchisee of HomeTown, along with its parent entities, Summit Family
Restaurants, Inc. and CKE Restaurants, Inc. (the "Plaintiffs"), filed suit
against the Company and Hometown in Federal District Court for the District of
Utah, Central Division. The suit alleges, among other things, that the Company
and HomeTown have illegally conspired to restrict competition and to prevent the
Plaintiffs from developing additional HomeTown Buffet restaurants under the
multiple unit agreement between HomeTown and HTB Restaurants. The continued
viability of the multiple unit agreement, which provides HTB Restaurants, Inc.
with exclusive HomeTown Buffet restaurant development rights in the states of
Arizona, Colorado, Idaho, Montana, Nevada, New Mexico, Utah and Wyoming, is the
subject of pending arbitration between HomeTown and HTB Restaurants. The
suit includes claims against the Company and Hometown for violations of both
federal and state antitrust laws, claims for unfair business practices, and
claims for tortious interference with contract and economic relations. The suit
also alleges claims against Hometown for breach of contract and breach of the
convenant of good faith and fair dealing. Plaintiffs seek up to $160 million in
damages and to enjoin the merger between the Company and HomeTown. The Company
is not aware of any facts that support the claims made against the Company in
the lawsuit and the Company intends to vigorously defend the lawsuit.
Item 2. Changes in Securities
None
Item 3. Defaults upon Senior Securities
None
12
<PAGE>
Item 4. Submission of Matters to a Vote of Security Holders
The Annual Meeting of Shareholders of the Company was held on May 14,
1996. At the meeting the five directors of the Company were elected,
and the appointment of independent auditors for the current year was
approved, by the following votes:
Election of Directors FOR WITHHOLD NONVOTES
--------------------- ---------- -------- --------
Roe H. Hatlen 22,959,881 127,831 0
Raymond A. Lipkin 22,960,916 126,796 0
Alan S. McDowell 22,958,730 128,982 0
David Michael Winton 22,960,616 127,096 0
Walter R. Barry, Jr. 22,959,330 128,382 0
FOR AGAINST ABSTAIN NONVOTES
---------- -------- ------- --------
Approval of auditors 22,971,227 25,772 65,553 0
Item 5. Other Information
None
Item 6. Exhibits and reports on Form 8-K
a) Exhibits
2) Agreement and Plan of Merger, dated as of June 3, 1996, among
Buffets, Inc., Country Delaware, Inc. and HomeTown Buffet, Inc.
(incorporated by reference to exhibit 2.1 to Current Report on
Form 8-K dated June 6, 1996 (June 3, 1996 Event Reported),
File No. 0-14370)
27) Financial Data Schedule
b) Reports on 8-K
The Company filed a Report on Form 8-K on June 6, 1996 (regarding an
Item 5 disclosure) relating to the Agreement and Plan of Merger
between Buffets, Inc. and Hometown Buffet, Inc.
The Company filed a Report on Form 8-K on August 8, 1996 (regarding
an Item 5 disclosure) relating to the Press Release dated August 7,
1996.
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.
BUFFETS, INC.
(Registrant)
August 30, 1996
/s/ Roe H. Hatlen
---------------------------
Roe H. Hatlen
Chairman of the Board,
Chief Executive Officer
(Principal Executive Officer)
/s/ Clark C. Grant
---------------------------
Clark C. Grant
Executive Vice President of
Finance and Administration
and Treasurer
(Principal Financial
Officer)
14
<PAGE>
EXHIBIT INDEX
Exhibits Page
-------- ----
27 Financial Data Schedule .................. Filed
Electronically
- ---------------------
15
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Consolidated Balance Sheet as of July 17, 1996 and the Consolidated Statement of
Earnings for the twenty-eight week period ended July 17, 1996 and is qualified
in its entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000750274
<NAME> BUFFETS, INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JAN-01-1997
<PERIOD-START> JAN-04-1996
<PERIOD-END> JUL-17-1996
<CASH> 20,584
<SECURITIES> 0
<RECEIVABLES> 2,186
<ALLOWANCES> 0
<INVENTORY> 2,934
<CURRENT-ASSETS> 34,354
<PP&E> 323,818
<DEPRECIATION> 100,321
<TOTAL-ASSETS> 263,524
<CURRENT-LIABILITIES> 59,297
<BONDS> 5,000
0
0
<COMMON> 313
<OTHER-SE> 185,886
<TOTAL-LIABILITY-AND-EQUITY> 263,524
<SALES> 287,386
<TOTAL-REVENUES> 287,386
<CGS> 249,706
<TOTAL-COSTS> 249,706
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 16
<INCOME-PRETAX> 22,206
<INCOME-TAX> 8,440
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 13,766
<EPS-PRIMARY> 0.44
<EPS-DILUTED> 0.44
</TABLE>
