<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[x] Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Act of 1934 for the Quarterly Period ended
September 26, 1999.
Commission File Number: 0-14968
--------------------------------------------------------
EATERIES, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Oklahoma 73-1230348
- -------------------------------------------- ---------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1220 South Santa Fe Avenue,
Edmond, Oklahoma 73003
- -------------------------------------------- ---------------------------------
(Address of principal executive offices) (Zip Code)
(405) 705-5000
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
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.
[X] Yes [ ]No
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date. As of November 1, 1999,
2,996,876 common shares, $.002 par value, were outstanding.
<PAGE> 2
EATERIES, INC. AND SUBSIDIARIES
FORM 10-Q
INDEX
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets
September 26, 1999 (unaudited) and
December 27, 1998..................................................... 4
Condensed Consolidated Statements of
Income (unaudited)
Thirteen weeks ended September 26, 1999
and September 27, 1998................................................ 5
Thirty-nine weeks ended September 26, 1999
and September 27, 1998................................................ 6
Condensed Consolidated Statements of
Cash Flows (unaudited)
Thirty-nine weeks ended September 26, 1999
and September 27, 1998................................................ 7
Notes to Condensed Consolidated Financial
Statements (unaudited)................................................... 8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations............................................................ 12
Part II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K............................................ 24
</TABLE>
2
<PAGE> 3
PART I
FINANCIAL INFORMATION
3
<PAGE> 4
ITEM 1. FINANCIAL STATEMENTS.
EATERIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
September 26, December 27,
1999 1998
------------- ------------
(unaudited)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents .............. $ 1,379,220 $ 1,297,638
Receivables ............................ 1,293,129 1,121,814
Deferred income taxes .................. 387,000 387,000
Inventories ............................ 791,797 833,672
Other .................................. 2,236,046 2,129,146
------------ ------------
Total current assets ............... 6,087,192 5,769,270
------------ ------------
PROPERTY AND EQUIPMENT ...................... 46,590,053 42,229,238
Less landlord finish-out allowances ......... (16,150,505) (15,490,564)
Less accumulated depreciation and
amortization ........................... (12,349,458) (9,971,946)
------------ ------------
Net property and equipment ......... 18,090,090 16,766,728
------------ ------------
DEFERRED INCOME TAXES ....................... 1,067,171 328,000
GOODWILL, net ............................... 2,766,703 2,325,417
OTHER ASSETS, net ........................... 617,586 630,426
------------ ------------
$ 28,628,742 $ 25,819,841
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable ....................... $ 3,485,076 $ 4,294,032
Accrued liabilities .................... 4,715,582 4,398,877
Current portion of long-term
obligations ........................ 1,228,571 436,514
------------ ------------
Total current liabilities ...... 9,429,229 9,129,423
------------ ------------
OTHER NONCURRENT LIABILITIES ................ 947,351 830,078
------------ ------------
LONG-TERM OBLIGATIONS, net of
current portion ........................ 11,570,135 3,409,356
------------ ------------
COMMITMENTS
STOCKHOLDERS' EQUITY:
Preferred stock, none issued ........... -- --
Common stock ........................... 8,755 8,694
Additional paid-in capital ............. 10,040,535 9,952,216
Retained earnings ...................... 3,529,459 4,248,487
------------ ------------
13,578,749 14,209,397
Treasury stock, at cost,
348,315 and 347,115 shares
at September 26, 1999 and
December 27, 1998, respectively .... (6,896,722) (1,758,413)
------------ ------------
Total stockholders' equity ..... 6,682,027 12,450,984
------------ ------------
$ 28,628,742 $ 25,819,841
============ ============
</TABLE>
See notes to condensed consolidated financial statements.
4
<PAGE> 5
EATERIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
<TABLE>
<CAPTION>
Thirteen Weeks Ended
September 26, September 27,
1999 1998
------------- -------------
<S> <C> <C>
REVENUES:
Food and beverage sales ........... $ 23,072,004 $ 21,080,926
Franchise fees and royalties ...... 68,577 81,983
Other income ...................... 75,870 102,970
------------ ------------
23,216,451 21,265,879
------------ ------------
COSTS AND EXPENSES:
Cost of sales ..................... 6,411,761 5,833,133
Operating expenses ................ 14,977,340 13,153,034
Pre-opening costs ................. 342,000 187,000
General and administrative ........ 1,582,892 1,266,629
Depreciation and amortization ..... 884,969 720,797
Interest expense .................. 205,292 99,882
------------ ------------
24,404,254 21,260,475
------------ ------------
INCOME (LOSS) BEFORE INCOME TAXES ...... (1,187,803) 5,404
PROVISION (BENEFIT)FOR INCOME TAXES .... (669,425) 2,000
------------ ------------
NET INCOME (LOSS) ...................... $ (518,378) $ 3,404
============ ============
NET INCOME (LOSS) PER COMMON SHARE .... $ (0.17) $ 0.00
============ ============
NET INCOME PER COMMON SHARE
ASSUMING DILUTION .................... $ N/A $ 0.00
============ ============
</TABLE>
See notes to condensed consolidated financial statements.
5
<PAGE> 6
EATERIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
<TABLE>
<CAPTION>
Thirty-nine Weeks Ended
September 26, September 27,
1999 1998
------------- -------------
<S> <C> <C>
REVENUES:
Food and beverage sales .......... $ 68,691,050 $ 65,330,269
Franchise fees and royalties ..... 204,784 294,559
Other income ..................... 281,759 488,473
------------ ------------
69,177,593 66,113,301
------------ ------------
COSTS AND EXPENSES:
Costs of sales ................... 18,943,019 17,930,288
Operating expenses ............... 43,240,566 40,117,050
Pre-opening costs ................ 624,000 457,000
General and administrative ....... 4,497,337 4,044,687
Depreciation and amortization .... 2,606,941 2,146,537
Interest expense ................. 558,506 304,985
------------ ------------
70,470,369 65,000,547
------------ ------------
INCOME (LOSS) BEFORE INCOME TAXES ..... (1,292,776) 1,112,754
PROVISION (BENEFIT) FOR INCOME TAXES .. (685,171) 329,000
------------ ------------
NET INCOME (LOSS) ..................... $ (607,605) $ 783,754
============ ============
NET INCOME (LOSS) PER COMMON SHARE .... $ (0.19) $ 0.20
============ ============
NET INCOME PER COMMON SHARE
ASSUMING DILUTION ................... $ N/A $ 0.19
============ ============
</TABLE>
See notes to condensed consolidated financial statements.
6
<PAGE> 7
EATERIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
<TABLE>
<CAPTION>
Thirty-nine Weeks Ended
September 26, September 27,
1999 1998
------------- -------------
<S> <C> <C>
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS:
Cash flows from operating activities:
Net income (Loss) ........................................... $ (607,605) $ 783,754
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation & amortization ........................ 2,606,941 2,146,537
Gain on sale of assets ............................. --
Common stock bonuses ............................... --
Deferred income taxes .............................. (709,171) 309,000
(Increase) decrease in:
Receivables .................................. (172,323) 150,440
Inventories .................................. 78,498 (93,057)
Other ........................................ 49,457 (124,796)
Increase (decrease) in:
Accounts payable ............................. (981,446) (1,629,435)
Accrued liabilities .......................... 233,345 (726,014)
Other noncurrent liabilities ................. 103,806 36,650
----------- -----------
Net cash provided by operating activities ....................... 601,502 853,079
----------- -----------
Cash flows from investing activities:
Capital expenditures ........................................ (4,127,208) (4,128,915)
Landlord allowances ......................................... 659,941 706,250
Net cash paid for restaurant acquisitions ................... (702,154) (445,486)
Proceeds from sale of property and equipment ................ -- 6,152,393
Payments received on notes receivable ....................... 3,574 72,778
Decrease (increase) in other assets ......................... 8,151 (932)
Property written off to reserve at cost ...................... (90,822) --
----------- -----------
Net cash provided by (used in) investing activities ............. (4,248,518) 2,356,088
----------- -----------
Cash flows from financing activities:
Payments on long-term obligations .......................... (738,499) (5,397,803)
Borrowings under note payable .............................. 5,463,333 --
Net borrowings under revolving credit agreement ............ 4,195,000 2,250,000
Decrease in bank overdraft included in accounts payable .... -- (151,801)
Proceeds from exercise of stock options .................... 58,380 221,142
Reissue treasury stock for acquisition ..................... 384,702 --
Purchases of treasury stock ................................ (5,634,318) --
----------- -----------
Net cash provided by (used in) financing activities ............. 3,728,598 (3,078,462)
----------- -----------
Net increase (decrease) in cash & cash equivalents .............. 81,582 130,705
Cash and cash equivalents at beginning of period ................ 1,297,638 1,331,363
----------- -----------
Cash and cash equivalents at end of period ...................... $ 1,379,220 $ 1,462,068
=========== ===========
</TABLE>
See notes to condensed consolidated financial statements.
7
<PAGE> 8
EATERIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 1 - Basis of Preparation
The accompanying unaudited condensed consolidated 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 Article 10 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. 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 thirteen and thirty-nine week periods
ended September 26, 1999, are not necessarily indicative of the results that may
be expected for the year ending December 26, 1999. 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 year ended December 27, 1998.
Note 2 - Balance Sheet Information
Receivables are comprised of the following:
<TABLE>
<CAPTION>
September 26, 1999 December 27, 1998
------------------ -----------------
<S> <C> <C>
Franchisees.............................................. $ 74,194 $ 73,274
Insurance refunds........................................ 230,344 270,084
Landlord finish-out allowances........................... 10,000 10,000
Vendor rebates........................................... 561,894 493,107
Other.................................................... 416,697 275,349
------------------ -----------------
$ 1,293,129 $ 1,121,814
================== =================
</TABLE>
Accrued liabilities are comprised of the following:
<TABLE>
<CAPTION>
September 26, 1999 December 27, 1998
------------------ -----------------
<S> <C> <C>
Compensation............................................ $ 2,427,704 $ 2,087,295
Taxes, other than income................................. 984,246 888,209
Other.................................................... 1,303,632 1,423,373
------------------ -----------------
$ 4,715,582 $ 4,398,877
================== =================
</TABLE>
8
<PAGE> 9
Note 3 - Supplemental Cash Flow Information
For the thirty-nine week periods ended September 26, 1999 and September 27,
1998, the Company had the following non-cash investing and financing activities:
<TABLE>
<CAPTION>
Thirty-nine Weeks Ended
September 26, September 27,
1999 1998
------------- -------------
<S> <C> <C>
Net decrease in receivables for
landlord finish-out allowances................ $ -- $ (1,250)
Increase in additional paid-in
capital as a result of tax
benefits from the exercise of
non-qualified stock options.................. 30,000 124,000
Acquisition of treasury stock
upon exercise of stock options................ -- 8,550
Asset write-offs related to
restaurant closures........................... 42,352 --
Issuance of treasury stock
for acquisition............................... 384,702 --
</TABLE>
Note 4 - Stock Repurchases
In April 1997, the Company's Board of directors authorized the repurchase of up
to 200,000 shares of the Company's common stock. In July 1997, an additional
200,000 shares were authorized for repurchase. As of September 26, 1999, 130,262
shares had been repurchased under this plan for a total purchase price of
approximately $556,000. No additional shares have been repurchased subsequent to
September 26, 1999.
In February 1999, the Company purchased 1,056,200 shares of its common stock
from Astoria Capital Partners, L.P., Montavilla Partners, L.P., and MicroCap
Partners L.P. ("Sellers") for a purchase price of $5.125 per share of an
aggregate purchase price of $5,413,025. The shares purchased from the Sellers
represented 26.7% of the outstanding common stock of the Company, prior to the
transaction. The purchase price was financed by the Company through a term loan
with a bank.
Note 5 - Restaurant Acquisitions and Dispositions
In February 1998, the Company sold substantially all of the assets, including
real estate, comprising three Casa Lupita restaurants to Chevy's, Inc.
("Chevy's") for a cash price of approximately $5,300,000. The proceeds from this
sale were used to pay-down debt. In connection with this transaction, the
Company entered into an agreement to sell substantially all of the assets
related to one additional Casa Lupita to Chevy's for a price of approximately
$1,000,000. This transaction closed in May 1998. The proceeds from this
transaction were used to pay-down debt.
9
<PAGE> 10
In March 1998, the Company acquired a Garcia's Mexican Restaurant from Famous
Restaurants, Inc. ("Famous"). In connection with this transaction, Famous paid
the Company $70,000 to assume the real estate lease associated with this
location and approximately $60,000 to assume certain liabilities related to this
location. The liabilities assumed by the Company cannot exceed the amount paid
to the Company by Famous.
In July 1998, the Company acquired all of the outstanding common stock of O.E.,
Inc. for a cash purchase price of $107,000. O.E., Inc. owned and operated three
Garfield's Restaurant & Pub locations in Oklahoma. The lease pertaining to one
of the acquired restaurants expired in June 1999 and operations ceased at that
location. The acquisition was accounted for under the purchase method. Pro forma
operating results for the thirteen and thirty-nine week periods ended September
26, 1999 and September 27, 1998, assuming that the acquisition had been made at
the beginning of fiscal year 1998, would not be materially different than the
results reported.
In May 1999, the Company acquired all of the outstanding common stock of K & L
Restaurants, Inc. for 36,101 shares of the Company's common stock and $125,000
in cash. K & L Restaurants, Inc. owned and operated Bellini's, a restaurant
located on Waterford Boulevard in Oklahoma City, Oklahoma. The acquisition was
accounted for under the purchase method. Pro forma operating results for the
thirteen and thirty-nine week periods ended September 26, 1999 and September 27,
1998, assuming that the acquisition had been made at the beginning of fiscal
year 1998, would not be materially different than the results reported.
In May 1999, the Company acquired all of the outstanding common stock of B & C
Development Company for 36,101 shares of the Company's common stock and $125,000
in cash. B & C Development Company owned and operated Tommy's Italian-American
Grill located at North Park Mall in Oklahoma City, Oklahoma. The acquisition was
accounted for under the purchase method. Pro forma operating results for the
thirteen and thirty-nine week periods ended September 26, 1999 and September 27,
1998, assuming that the acquisition had been made at the beginning of fiscal
year 1998, would not be materially different than the results reported.
In May 1999, the Company acquired certain assets of Bellini's Ristorante and
Grill of Edmond, LLC for 27,076 shares of the Company's common stock. Bellini's
Ristorante and Grill of Edmond, LLC owned and operated Bellini's, a restaurant
located in Edmond, Oklahoma. Assuming the acquisition had been made at the
beginning of the fiscal year 1998, pro forma operating results for the thirteen
and thirty-nine week periods ended September 26, 1999 and September 27, 1998,
would not be materially different than the results reported.
10
<PAGE> 11
No Company owned restaurants were closed during the thirteen weeks ended
September 26, 1999. The Company terminated the lease on one underperforming
Garfield's Restaurant during the thirteen week period ended June 27, 1999
located in Shreveport, Louisiana. In addition, the Company did not renew leases
and ceased operations at two other Garfield's Restaurants.
Note 6 - Earnings Per Share
The following tables set forth the computation of basic and diluted EPS for the
thirteen week and thirty-nine week periods ended September 26, 1999, and
September 27, 1998:
<TABLE>
<CAPTION>
Thirteen Weeks Ended
-------------------------------
September 26, September 27,
1999 1998
--------------- --------------
<S> <C> <C>
Numerator:
Net income (Loss)....................................... $ (518,378) $ 3,404
=============== ==============
Denominator:
Denominator for basic EPS- weighted average shares
outstanding........................................... 2,996,876 3,970,969
Dilutive effect of nonqualified stock options........... -- 215,266
--------------- --------------
Denominator for diluted EPS........................... 2,996,876 4,186,235
=============== ==============
Basic EPS..................................................... $ (0.17) $ 0.00
=============== ==============
Diluted EPS................................................... N/A $ 0.00
=============== ==============
</TABLE>
<TABLE>
<CAPTION>
Thirty-Nine Weeks Ended
-------------------------------
September 26, September 27,
1999 1998
--------------- --------------
<S> <C> <C>
Numerator:
Net income (Loss)....................................... $ (607,605) $ 783,754
=============== ==============
Denominator:
Denominator for basic EPS- weighted average shares
outstanding........................................... 3,151,279 3,937,183
Dilutive effect of nonqualified stock options........... -- 241,454
--------------- --------------
Denominator for diluted EPS........................... 3,151,279 4,178,637
=============== ==============
Basic EPS..................................................... $ (0.19) $ 0.20
=============== ==============
Diluted EPS................................................... N/A $ 0.19
=============== ==============
</TABLE>
11
<PAGE> 12
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
From time to time, the Company may publish forward-looking statements relating
to certain matters including anticipated financial performance, business
prospects, the future opening of Company-owned and franchised restaurants,
anticipated capital expenditures, and other matters. All statements other than
statements of historical fact contained in this Form 10-Q or in any other report
of the Company are forward-looking statements. The Private Securities Litigation
Reform Act of 1995 provides a safe harbor for forward-looking statements. In
order to comply with the terms of that safe harbor, the Company notes that a
variety of factors, individually or in the aggregate, could cause the Company's
actual results and experience to differ materially from the anticipated results
or other expectations expressed in the Company's forward-looking statements
including, without limitation, the following: consumer spending trends and
habits; competition in the casual dining restaurant segment; weather conditions
in the Company's operating regions; laws and government regulations; general
business and economic conditions; availability of capital; success of operating
initiatives and marketing and promotional efforts; and changes in accounting
policies. In addition, the Company disclaims any intent or obligation to update
those forward-looking statements.
INTRODUCTION
As of September 26, 1999, the Company owned and operated 68 (48 Garfield's, 14
Garcia's, two Pepperoni Grills, two Bellini's, one Tommy's Italian-American
Restaurant, and one Carlos Murphy's) and six franchised Garfield's and two
licensed Garcia's restaurants. The Company currently has one Garfield's
Restaurant under construction located in Pennsylvania. In addition, the Company
is working with a franchisee on the development of a restaurant located in
Indiana. The Company currently has one additional new Garfield's and two
additional new Garcia's in development. As of the date of this report, the
entire system includes 76 restaurants of which 68 are Company-owned.
In February 1998, the Company sold substantially all of the assets, including
real estate, comprising three Casa Lupita restaurants to Chevy's, Inc.
("Chevy's") for a cash price of approximately $5,300,000. The proceeds from this
sale were used to pay-down debt primarily related to the Famous Acquisition. In
connection with this transaction, the Company entered into an agreement to sell
substantially all of the assets related to one additional Casa Lupita to Chevy's
for a price of approximately $1,000,000. This second transaction closed in May
1998.
The decision to sell the four Casa Lupita locations was the result of a plan to
consolidate Fiesta's operations and focus on the expansion of Garcia's. During
1998, the Company converted one Carlos Murphy's location to a Garcia's.
12
<PAGE> 13
In 1999, the Company hired Mr. Larry Bader as Vice President of Franchising. Mr.
Bader formerly held a similar position at KFC and more recently at Applebee's.
The Company has prepared a new franchise program and an updated franchise and
development agreement for Garfield's Restaurant & Pub. The development agreement
is new to the Company and will allow a franchisee to have an exclusive territory
in which to build out the Garfield's brand over a specified time period.
The uniform franchise offering circular (called the UFOC that contains the
franchise and development agreement) is currently being registered nationally.
The Company has initiated a national advertising campaign seeking prospective
franchisees. The intention is to find candidates or organizations who have a
substantial net worth, a proven track record in multi-unit food service, retail
or hospitality, and interest in developing and operating multiple casual dining
restaurants.
In 1999, the Company hired Marc Buehler as Vice President of Marketing. Mr.
Buehler formerly held a similar position with Applebee's. His responsibilities
with the Company include a focus around one central theme--enhancing the guest
experience in all the Company concepts. Each program is designed with the guest
in mind, to develop concept marketing plans to improve guest satisfaction in the
areas of food, value, and service. The Company continues to offer a broad range
of products that guests' desire while striving to deliver the food in a fast and
friendly manner. Utilizing multiple mediums such as television, local cable,
radio, outdoor and print, the Company is able to deliver messages to the guest
in the most efficient way. The restaurant managers are also encouraged to be
involved in the community and to use proven local store marketing programs to
drive their business. Key priorities for the remainder of 1999 include enhancing
brand image along with developing menus that please the customer and improve the
company bottom line at the same time.
13
<PAGE> 14
PERCENTAGE RESULTS OF OPERATIONS AND RESTAURANT DATA
The following table sets forth, for the periods indicated, (i) the percentages
that certain items of income and expense bear to total revenues, unless
otherwise indicated, and (ii) selected operated.
<TABLE>
<CAPTION>
THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED
------------------------------------ ----------------------------------
September 26, September 27, September 26, September 27,
1999 1998 1999 1998
----------------- ----------------- ---------------- ----------------
<S> <C> <C> <C> <C>
Statements of Income Data:
Revenues:
Food and beverage sales................. 99.4% 99.1% 99.3% 98.8%
Franchise fees and royalties............ 0.3% 0.4% 0.3% 0.5%
Other income............................ 0.3% 0.5% 0.4% 0.7%
----------------- ----------------- ---------------- ----------------
100.0% 100.0% 100.0% 100.0%
Costs and Expenses:
Costs of sales(1) ...................... 27.8% 27.7% 27.6% 27.4%
Operating expenses(1) .................. 64.9% 62.4% 62.9% 61.4%
Pre-opening costs(1) ................... 1.5% 0.9% 0.9% 0.7%
General and administrative.............. 6.9% 6.0% 6.5% 6.1%
Depreciation and amortization(1) ....... 3.8% 3.4% 3.8% 3.3%
Interest expense........................ 0.9% 0.5% 0.8% 0.5%
----------------- ----------------- ---------------- ----------------
105.1% 100.0% 101.9% 98.3%
----------------- ----------------- ---------------- ----------------
Income (Loss) before income taxes............ (5.1)% 0.0% (1.9)% 1.7%
Provision (Benefit) for income taxes......... (2.9)% 0.0% (1.0)% 0.5%
----------------- ----------------- ---------------- ----------------
Net income (Loss)............................ (2.2)% 0.0% (0.9)% 1.2%
================= ================= ================ ================
Selected Operating Data:
(Dollars in thousands)
System-wide sales:
Company restaurants..................... $ 23,072 $ 21,081 $ 68,691 $ 65,330
Franchise restaurants................... 2,058 2,521 6,481 8,482
----------------- ----------------- ---------------- ----------------
Total............................... $ 25,130 $ 23,602 $ 75,172 $ 73,812
================= ================= ================ ================
Number of restaurants (at end of period):
Company restaurants..................... 68 64
Franchise restaurants................... 8 8
----------------- -----------------
Total............................... 76 72
================= =================
</TABLE>
(1) As a percentage of food and beverage sales.
RESULTS OF OPERATIONS
For the quarter ended September 26, 1999, the Company recorded a net loss of
$(518,378)($0.17)per common share; on revenues of $23,216,451. This compares to
net income of $3,000 ($0.00 per common share; $0.00 per common share assuming
dilution) for the quarter ended September 27, 1998, on revenues of $21,265,879.
For the thirty-nine weeks ended September 26, 1999, the Company reported a net
loss of $(607,605)($0.19)per common share; compared to net income of $783,754
($0.20 per common share; $0.19 per common share assuming dilution) for the
thirty-nine weeks ended September 27, 1998.
14
<PAGE> 15
REVENUES
Company revenues for the thirteen and thirty-nine week periods ended September
26, 1999, increased 9.2% and 4.6%, respectively, over the revenues reported for
the same periods in 1998. The revenue increase relates primarily to increased
food and beverage sales during the thirteen and thirty-nine week periods in
1999. The number of Company restaurants operating at the end of each respective
period and the number of operating months during each period were as follows:
<TABLE>
<CAPTION>
Number of Average Monthly
Operating Months Sales Per Unit
--------------------------------- ---------------------------------
Period Number of Thirteen Thirty-nine Thirteen Thirty-nine
Ended Units Open Weeks Weeks Weeks Weeks
- ---------------------------- ---------------- ------------ ----------------- ------------ -----------------
<S> <C> <C> <C> <C> <C>
Garfield's (1)
September 26, 1999........ 53 156 459 $125,383 $109,190
September 27, 1998........ 50 147 423 $105,600 $108,500
Garcia's (2)
September 26, 1999........ 15 45 131 $122,436 $137,981
September 27, 1998........ 13 40 132 $133,200 $143,800
</TABLE>
(1) Includes ROMA Foods, Inc.; which includes Pepperoni Grill's, Bellini's
Restaurante's and Tommy's Italian American Grill.
(2) Includes Carlos Murphy's and Casa Lupita; excludes the Garcia's concession
operation at the Bank One Ballpark in Phoenix, Arizona.
For the thirteen weeks ended September 26, 1999, average monthly sales per unit
for Garfield's increased $19,783 or 18.7% versus the quarter ended September 27,
1998. Average monthly sales per unit for Garfield's increased by $690 or .6% for
the thirty-nine weeks ended September 26, 1999 versus the previous year's
results.
Franchise fees and continuing royalties decreased to $204,784 during the
thirty-nine weeks ended September 26, 1999 versus $294,559 during the
thirty-nine weeks ended September 27, 1998. This decrease is primarily due to
the Company's acquisition of three existing franchised Garfield's as well as an
initial franchise fee related to the opening of a new franchised Garfield's
recognized in the first quarter of 1998. No new franchised restaurants were
opened during the thirty-nine weeks ended September 26,1999.
Other income for the thirty-nine weeks ended September 26, 1999 was $281,759 as
compared to the previous year's amount of $488,473. During the first quarter of
1998, the Company was paid a fee of $120,000 to terminate an agreement under
which the Company managed a Carlos Murphy's restaurant owned by an independent
third party. Under this agreement, the Company was paid a fee equal to 4% of
sales to manage the restaurant for a term of two years. This management
agreement termination fee is included in other income for the thirty-nine weeks
ended September 27, 1998.
15
<PAGE> 16
COSTS AND EXPENSES
The following is a comparison of costs of sales and labor costs (excluding
payroll taxes and fringe benefits) as a percentage of food and beverage sales at
Company-owned restaurants:
<TABLE>
<CAPTION>
Thirteen Weeks Ended Thirty-nine Weeks Ended
--------------------------------------------- ---------------------------------------------
September 26, 1999 September 27, 1998 September 26, 1999 September 27, 1998
-------------------- --------------------- --------------------- ---------------------
<S> <C> <C> <C> <C>
Garfield's (1):
Cost of sales....... 28.4% 27.8% 28.2% 28.0%
Labor costs......... 30.1% 27.8% 29.3% 28.2%
-------------------- --------------------- --------------------- ---------------------
Total............. 58.5% 55.6% 57.5% 56.2%
==================== ===================== ===================== =====================
Garcia's (2):
Cost of sales....... 25.9% 27.2% 25.9% 26.1%
Labor costs......... 30.4% 31.7% 29.5% 30.2%
-------------------- --------------------- --------------------- ---------------------
Total............. 56.3% 58.9% 55.4% 56.3%
==================== ===================== ===================== =====================
Total Company:
Cost of sales....... 27.8% 27.7% 27.6% 27.4%
Labor costs......... 30.1% 28.8% 29.3% 28.8%
-------------------- --------------------- --------------------- ---------------------
Total............. 57.9% 56.5% 56.9% 56.2%
==================== ===================== ===================== =====================
</TABLE>
(1) Includes ROMA Foods, Inc.
(2) Includes Carlos Murphy's and Casa Lupita.
For the thirteen weeks ended September 26, 1999 depreciation and amortization
expense increased to $884,969 (3.8% of food and beverage sales) compared to
$720,797 (3.4% of food and beverage sales) in the thirteen weeks ended September
27, 1998. For the thirty-nine weeks ended September 26, 1999 depreciation and
amortization expense increased to $2,606,941 (3.8% of food and beverage sales)
compared to $2,146,537 (3.3% of food and beverage sales) in the thirty-nine
weeks ended September 27, 1998.
The increase principally relates to the increase in net assets subject to
depreciation and amortization in 1999 versus 1998 because of additional
restaurants opened or acquired since September 27, 1998 and the remodeling of
older restaurants. The difference between the thirteen weeks ended September 26,
1999 and September 27, 1998 was $164,172. This amount equates to $0.06 per share
of the total loss for the period. The difference between the thirty-nine weeks
ended September 26, 1999 and September 27, 1998 was $460,404. This amount
equates to $0.15 per share of the total loss for the period.
16
<PAGE> 17
For the thirteen weeks ended September 26, 1999 interest expense was
$205,292(.9% of total revenues) versus $99,882 (0.5% of total revenues) for the
thirteen weeks ended September 27, 1998. For the thirty-nine week period ended
September 26, 1999, interest expense increased to $558,506 (.8% of total
revenues) from $304,985 (.5% of total revenues) in the comparable 1998 period.
The increase primarily related to the term loan to repurchase stock. The
difference between the thirteen weeks ended September 26, 1999 and September 27,
1998 was $105,410. The amount equates to $0.04 per share of the total loss for
the period. The difference between the thirty-nine weeks ended September 26,
1999 and September 27, 1998 was $253,521. The amount equates to $0.08 per share
of the year to date loss for the period.
The slight increase in cost of sales percentages for Garfield's during the
thirteen and thirty-nine week periods ended September 26, 1999 versus the 1998
comparable periods relates to continued menu development and certain promotions.
Labor costs for Garfield's increased to 30.1% from 27.8% for the thirteen weeks
in the period this year versus the same period last year and to 29.3% of food
and beverage sales during the thirty-nine weeks ended September 26, 1999, versus
28.2% during the 1998 comparable period. This increase is primarily due to
increased kitchen labor and restaurant-level management salaries and incentive
compensation.
For the thirteen weeks ended September 26, 1999, operating expenses as a
percentage of food and beverage sales increased to 64.9% from 62.4% in the
thirteen weeks ended September 27, 1998. For the thirty-nine weeks ended
September 26, 1999, operating expenses increased to 62.9% of food and beverage
sales versus 61.4% in the 1998 period. These increases primarily relate to the
addition of the Garcia's and Carlos Murphy's which generally have higher labor
costs than Garfield's due to more labor intensive kitchen operations.
Additionally, the increase in operating expenses as a percentage of food and
beverage sales during the thirty-nine weeks ended September 26, 1999, is
partially attributable to Garfield's increased labor costs for the same period
(as previously explained).
Restaurant pre-opening costs, which are expensed as incurred, were $342,000 and
$187,000 for the thirteen weeks ended September 26, 1999 and September 27, 1998,
respectively, and $624,000 and $457,000 for the thirty-nine week periods ended
September 26, 1999 and September 27, 1998, respectively.
The Company has opened three new Garfield's and one new Garcia's during the
thirty-nine weeks ended September 26, 1999 versus two new Garfield's and one
Garcia's during the comparable period in 1998. The Company currently has three
under development.
17
<PAGE> 18
INCOME TAXES
The Company's benefit for income taxes was $(685,171) during the thirty-nine
weeks ended September 26, 1999 versus a provision of $329,000 for the 1998
comparable period. The effective tax rates for the periods ended September 26,
1999 and September 27, 1998, are as follows:
<TABLE>
<CAPTION>
Thirteen Weeks Thirty-nine Weeks
------------------------------ --------------------------------
1999 1998 1999 1998
------------- ------------- -------------- ---------------
<S> <C> <C> <C> <C>
Effective income tax rates........................ 56.4% 37.0% 53.0% 29.6%
</TABLE>
EARNINGS PER SHARE
Basic earnings per share ("EPS")includes no dilution and is computed by dividing
income available to common stockholders by the weighted-average number of common
shares outstanding for the period. The weighted-average common shares
outstanding for the basic EPS calculation were 2,996,876 and 3,970,969 in the
thirteen weeks ended September 26, 1999 and September 27, 1998, respectively,
and 3,151,279 and 3,937,183 in the thirty-nine weeks ended September 26, 1999
and September 27, 1998, respectively. Diluted EPS is computed by dividing net
income available to common stockholders by the sum of the weighted-average
number of common shares outstanding for the period plus dilutive common stock
equivalents. The sum of the weighted-average common shares and common share
equivalents for the diluted EPS calculation was 4,186,235 for the quarter ended
September 26, 1998, and 4,178,637 for the thirty-nine weeks ended September 27,
1998. The Company adopted the provisions of SFAS No. 128 in the fourth quarter
of 1998, and, as required, has restated all prior period EPS amounts to conform
to the new accounting standard, accordingly no calculation for diluted EPS was
presented for the thirteen weeks and thirty-nine weeks ended September 26, 1999
since the Company incurred a loss and such calculation would be anti-dilutive.
IMPACT OF INFLATION
The impact of inflation on the costs of food and beverage products, labor and
real estate can affect the Company's operations. Over the past few years,
inflation has had a lesser impact on the Company's operations due to the lower
rates of inflation in the nation's economy and economic conditions in the
Company's market area.
Management believes the Company has historically been able to pass on increased
costs through certain selected menu price increases and has offset increased
costs by increased productivity and purchasing efficiencies, but there can be no
assurance that the Company will be able to do so in the future. Management
anticipates that the average cost of restaurant real estate leases and
construction cost could increase in the future
18
<PAGE> 19
which could affect the Company's ability to expand. In addition, mandated health
care or additional increases in the Federal or state minimum wages could
significantly increase the Company's costs of doing business.
Under the Company's policy of expensing pre-opening costs as incurred, income
from operations, on an annual and quarterly basis, could be adversely affected
during periods of restaurant development; however, the Company believes that its
initial investment in the restaurant pre-opening costs yields a long-term
benefit of increased operating income in subsequent periods.
During the thirteen and thirty-nine week periods ended September 26, 1999 and
September 27, 1998, general and administrative costs as a percentage of total
revenues increased to 6.9% and 6.5% from 6.0% and 6.1%, respectively. The
increase primarily relates to the addition of franchising and marketing
personnel as well as costs related to the registration of a Uniformed Franchise
Agreement. The higher absolute levels of general and administrative costs from
1998 to 1999 are also related to additional personnel costs and related costs of
operating the expanding restaurant system. The Company anticipates that its
costs of supervision and administration of Company and franchise stores will
increase at a slower rate than revenue increases during the next few years.
LIQUIDITY AND CAPITAL RESOURCES
At September 26, 1999, the Company's current ratio was .65 to 1 compared to .63
to 1 at December 27, 1998. The Company's working capital deficit was $3,342,037
at September 26, 1999 versus $3,360,153 at December 27, 1998. As is customary in
the restaurant industry, the Company has operated with negative working capital
and has not required large amounts of working capital. Historically, the Company
has leased the majority of its restaurant locations and through a strategy of
controlled growth financed its expansion from operating cash flow, proceeds from
the sale of common stock and utilizing the Company's revolving line of credit.
During the thirty-nine weeks ended September 26, 1999, the Company had net cash
provided by operating activities of $601,502 compared to $853,079 during the
comparable 1998 period.
The Company plans to open five units (four of which have already been opened as
of September 26, 1999) during 1999 in restaurant locations leased in regional
malls and in free-standing sites. The Company believes the cash generated from
its operations and borrowing availability under its credit facility (described
below), will be sufficient to satisfy the Company's net capital expenditures and
working capital requirements during 1999.
19
<PAGE> 20
In November 1997, the Company entered into a loan agreement with a bank. This
loan agreement provided for a $6,000,000 revolving line of credit and a term
loan in the principal amount not to exceed the lesser of $9,500,000, or the
actual acquisition cost of the assets purchased from Famous Restaurants, Inc.,
under the Asset Purchase Agreement dated November 14, 1997. In February 1999,
the Company entered into a new credit facility with a bank in the aggregate
amount of $14,600,000, of which a maximum of $6,000,000 is available to the
Company under a revolving line of credit and $8,600,000 was available to the
Company under a term loan. Certain proceeds of the term loan (approximately $5.4
million) were used to repurchase 1,056,200 shares of the Company's common stock
(transaction described below). The balance of the proceeds under the term loan
(approximately $3.2 million) and the initial proceeds under the revolving line
of credit were used to retire indebtedness under the Company's existing loan
agreement. As of September 26, 1999, the Company had outstanding borrowings of
approximately $4,950,000 of outstanding borrowings under the revolving line of
credit. Outstanding borrowings under both the revolving line of credit and term
loan bear interest at three-month LIBOR plus 1.50% (6.7313% as of September 26,
1999). The interest rate is reset quarterly. There is no non-use fee related to
either facility. The revolving line of credit has a two-year term with final
maturity in February 2001. Under the term loan, outstanding principal and
interest are payable quarterly in the amount necessary to fully amortize the
outstanding principal balance over a seven-year period, with a final maturity in
February 2004. The term loan converts to a five-year amortization schedule if
the Company's debt coverage ratio, as defined in the loan agreement, exceeds a
certain level. Also, the floating interest rate on both facilities is subject to
changes in the Company's ratio of total loans and capital leases to net worth.
Under the terms of these notes, the Company's maximum floating rate is
three-month LIBOR plus 1.75%. Borrowings under this loan agreement are
unsecured. The loan agreement contains certain financial covenants and
restrictions. As of the date of this report, the Company is in compliance with
majority of these covenants and restrictions. The revolving credit facility
included in this loan agreement provides the Company adequate borrowing capacity
to continue its expansion plans for Garfield's and Garcia's for the next two
years.
In November 1997, the Company entered into an interest rate swap agreement with
a bank to hedge its risk exposure to potential increases in LIBOR. This
agreement has a term of five years and an initial notional amount of $9,500,000.
The notional amount declines quarterly over the life of the agreement on a
seven-year amortization schedule assuming a fixed interest rate of 7.68%. Under
the terms of the interest rate swap agreement, the Company pays interest
quarterly on the notional amount at a fixed rate of 7.68%, and receives interest
quarterly on the notional amount at a floating rate of three-month LIBOR plus
1.25%.
20
<PAGE> 21
In April 1997, the Company's Board of Directors authorized the repurchase of up
to 200,000 shares of the Company's common stock. In July 1997, an additional
200,000 shares were authorized for repurchase. As of September 26, 1999, 130,262
shares had been repurchased under this plan for a total purchase price of
approximately $556,000. No additional shares have been repurchased subsequent to
September 26, 1999.
In February 1999, the Company purchased 1,056,200 shares of its common stock
from Astoria Capital Partners, L.P., Montavilla Partners, L.P., and MicroCap
Partners L.P. ("Sellers") for a purchase price of $5.125 per share or an
aggregate purchase price of $5,413,025. The shares purchased from the Sellers
represented 26.7% of the outstanding common stock of the Company, prior to the
transaction. The purchase price of these shares were financed through a term
loan with a bank (described above).
YEAR 2000
The year 2000 issue is the result of computer programs being written using two
digits rather than four to define the applicable year. Any of the company's
computer programs or hardware that have date-sensitive or embedded computer
chips may recognize a date using "00" as the year 1900 rather than the year
2000. This could result in a system failure or miscalculations which could
disrupt the Company's normal business activities.
The Company has completed its initial assessment of the year 2000 compliance
issue. The assessment was conducted reviewing internal and external year 2000
compliance issues. Based on the assessments, the company has developed a plan to
prepare for the year 2000 issue. The plan involves: 1. Review of hardware and
software systems for compliance, 2. Replacement, remediation or modification of
non compliant systems, 3. Testing existing, replaced, remediated or modified
systems to confirm compliance, and 4. Implementation.
The Company believes that with modifications and replacements of software and
hardware systems currently identified, the risk associated with the year 2000
issue can be mitigated. If the modifications and replacements of critical
hardware and software systems used by the company were not completed timely, the
year 2000 issue could have a material impact on the operations of the company.
As of September 26, 1999, the Company has materially completed the modification
and remediation of existing software and hardware. Additional testing of these
systems is expected to be complete by December 1, 1999. These internal systems
relate primarily to financial and management information systems.
21
<PAGE> 22
The Company's non-informational technology systems consist primarily of
restaurant operating equipment including its point-of-sale systems. The
assessment of these systems has indicated that materially all of the systems are
year 2000 compliant. The Company has replaced the non-compliant point-of-sale
systems. While the Company believes that the non-information systems are year
2000 compliant, it plans to continue testing its operating equipment.
In addition to assessing internal year 2000 compliance, the Company is
continuing to gather information pertaining to key third parties conducting
business with the Company and their year 2000 compliance status.
The Company's significant third party business partners consists principally of
suppliers, banks, and its franchisees. The Company does not have any material or
significant systems interfaces with third parties. An inventory of significant
third parties has been completed and information requests regarding year 2000
compliance have been sent. The company has developed contingency plans for any
significant third parties that appear to be year 2000 non-compliant.
The Company is using internal and external sources to review and identify,
remediate, test and implement systems for year 2000 readiness. The cost of the
year 2000 compliance, excluding internal personnel costs, as of December 26,
1999 are estimated to be approximately $435,000 of which approximately $420,000
are capitalized as equipment and software.
The Company believes the plan in place will resolve its year 2000 issue in a
timely manner. Due to the forward looking nature and lack of historical
experience with year 2000 issues, it is difficult to predict with certainty the
results of year 2000 compliance issues after December 31, 1999. It is likely,
despite the Company's efforts, that there will be disruptions and unexpected
business problems during the year 2000. In addition, despite the Company's
efforts it may experience unanticipated third party failures, general public
infrastructure failures and or failures to successfully conclude its remediation
efforts as planned. The Company may be required to utilize manual processing of
certain otherwise automated processes primarily related to payroll and cash
management. Any of these unforeseen events could have a material adverse impact
on the Company's results of operations, financial condition, and or cash flows
in 1999 and beyond. The amount of potential loss cannot be reasonably estimated
at this time.
22
<PAGE> 23
PART II
OTHER INFORMATION
23
<PAGE> 24
Item 4. Submission of Matters to a Vote of Security Holders.
(a) the Company's Annual Meeting was held on June 22, 1999. The total
number of shares of the Company's common stock, $.002 par value,
outstanding at April 26, 1999, the record date for the Annual Meeting,
was 2,886,643.
(b) Proxies were solicited by the Company's management pursuant to
Regulation 14 under the Securities Exchange Act of 1934. There was no
solicitation in opposition, and all of management's nominees were
elected pursuant to the vote of the stockholders as follows:
Nominee/Elected Director
------------------------
James M. Burke
Philip Friedman
Thomas F. Golden
Larry Kordisch
Edward D. Orza
Patricia L. Orza
Vincent F. Orza, Jr.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibit 27.1 - Financial Data Schedule.
(b) No reports on Form 8-K were filed during the thirteen weeks ended
September 26, 1999.
24
<PAGE> 25
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.
EATERIES, INC.
Registrant
Date: November 9, 1999 By: /s/ BRADLEY L. GROW
-------------------------
Bradley L. Grow
Vice President
Chief Financial Officer
25
<PAGE> 26
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
27.1 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED BALANCE SHEET DATED SEPTEMBER 26, 1999 AND THE CONDENSED
CONSOLIDATED STATEMENT OF INCOME FOR THE THIRTY NINE WEEKS ENDING SEPTEMBER 26,
1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-26-1999
<PERIOD-START> JUN-28-1999
<PERIOD-END> SEP-26-1999
<CASH> 1,379
<SECURITIES> 0
<RECEIVABLES> 1,293
<ALLOWANCES> 0
<INVENTORY> 792
<CURRENT-ASSETS> 6,087
<PP&E> 30,440
<DEPRECIATION> 12,349
<TOTAL-ASSETS> 28,629
<CURRENT-LIABILITIES> 9,429
<BONDS> 0
0
0
<COMMON> 9
<OTHER-SE> 6,673
<TOTAL-LIABILITY-AND-EQUITY> 28,629
<SALES> 68,691
<TOTAL-REVENUES> 69,178
<CGS> 18,943
<TOTAL-COSTS> 64,791
<OTHER-EXPENSES> 5,680
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 559
<INCOME-PRETAX> (1,293)
<INCOME-TAX> (685)
<INCOME-CONTINUING> (608)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (608)
<EPS-BASIC> (.19)
<EPS-DILUTED> 0
</TABLE>
