UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Check One)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
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THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For The Fiscal Year Ended July 1, 1995
TRANSITION REPORT PURSUANT TO SECTION 13 OR
- ---
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ___ to ___
Commission File Number: 0-17229
DAKA INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 04-3024178
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
One Corporate Place, 55 Ferncroft Road, Danvers,MA 01923
(Address of principal executive offices) (Zip Code)
508-774-9115
(Registrant's telephone number, including area code)
Indicated 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 and (2) has been subject to such
filing requirements for the past 90 days. YES X NO
The aggregate market value of the voting stock held by non-affiliates of
the registrant based on the closing price of the Common Stock of the
registrant as quoted on the National Association of Securities Dealers
Automated Quotation System on October 24, 1995 was $174,879,976 (for
purposes of calculating this amount only, directors, officers and
beneficial owners of 10% or more of the Common Stock of the registrant
may be deemed affiliates).
Number of shares of Common Stock, $.01 par value, outstanding at
October 24, 1995: 6,927,028.
<PAGE>
FORM 10-K/A INDEX
PART I
Page
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Item 1 Business 1
Item 2 Properties 13
Item 3 Legal Proceedings 13
Item 4 Submission of Matters to a Vote of Security Holders 13
PART II
Item 5 Market for the Registrant's Common Stock and
Related Stockholder Matters 14
Item 6 Selected Financial Data 15
Item 7 Management's Discussion and Analysis of
Results of Operations and Financial Condition 16
Item 8 Financial Statements and Supplementary Data 22
Item 9 Changes in and Disagreements with
Accountants on Accounting and Financial Disclosure 23
PART III
Item 10 Directors and Executive Officers of the Registrant 23
Item 11 Executive Compensation 24
Item 12 Security Ownership of Certain Beneficial
Owners and Management 24
Item 13 Certain Relationships and Related Transactions 24
PART IV
Item 14 Exhibits, Financial Statement Schedules and
Reports on Form 8-K 25
<PAGE>
PART I
Item 1. Business.
Overview
DAKA International, Inc. (the "Company"), formed in
1988 in connection with the merger of Daka, Inc. ("Daka") and
Fuddruckers, Inc. ("Fuddruckers"), is a diversified foodservice
and restaurant company operating in the contract foodservice
management industry and in the restaurant industry. Daka
provides restaurant-style contract foodservice management at a
variety of schools and colleges, corporate offices, factories,
healthcare facilities, museums and government offices.
Fuddruckers owns, operates and franchises Fuddruckers
restaurants, which specialize in moderately-priced, casual
dining for families and adults. In 1994, the Company acquired a
57% voting interest in Americana Dining Corporation ("ADC"), a
newly formed Company which acquired two restaurants operated
under the name "Champps Sports Cafe" pursuant to a license from
Champps Entertainment, Inc., licensor and franchisor of Champps
restaurants. ADC has the exclusive rights to develop Champps
restaurants in Ohio, Florida and seven Illinois counties.
Founded in 1973, Daka is one of the 10 largest
contract foodservice management companies in the United States.
Operating under the name "Daka Restaurants," Daka seeks to
provide a retail restaurant atmosphere for its guests by
operating, among other things, a variety of branded concepts
such as Taco Bell, Burger King, Pizza Hut and Dunkin Donuts
pursuant to licensing arrangements, as well as its own signature
concepts within its foodservice operations. During fiscal 1995
and 1994, Daka focused on executing its three-year growth plan,
announced at the end of fiscal 1993, to double the size of its
existing foodservice business by the end of fiscal 1996. At the
beginning of fiscal 1994, Daka acquired the majority of the
assets and foodservice contracts comprising Service America
Corporation's educational foodservice business. The acquired
business provides contract foodservice to a variety of colleges
and universities, and to public and private elementary and
secondary schools, many of which are located in geographic areas
where Daka had a significant presence. In February 1995, Daka,
through a newly formed 80% owned limited partnership, Daka
Restaurants, L.P., acquired certain educational foodservice and
corporate dining contracts from ServiceMaster Management
Services L.P. The acquired contracts expanded Daka's geographic
presence into the western United States and strengthened its
existing presence in the midwest. As a result of these two
acquisitions, Daka achieved its three-year growth objective in
just nineteen months. Daka believes that, as a result of
current and anticipated cost containment policies, more public
and private educational and healthcare facilities will seek to
manage their foodservice costs by replacing self-operated
foodservice operations with contract foodservice management.
Daka intends to pursue these expanding markets through its
internal sales force and by continuing to acquire other contract
foodservice management companies.
Fuddruckers restaurants, with an average check of
$6.15 and a "Kids Eat Free" program after 4 PM on Monday through
Thursday, are designed to appeal to both families and adults
seeking value in a casual dining atmosphere. The menu
prominently features Fuddruckers' signature hamburgers, which
are cooked to order and served on buns baked daily "from
scratch" at each restaurant. The Fuddruckers restaurant decor
features an open grill area, a glassed-in butcher shop and meat
display case, an open bakery and a colorful display island of
fresh produce and a variety of condiments, sauces and melted
cheeses from which guests may garnish their own meals.
Fuddruckers opened its first restaurant in 1980 in San Antonio,
Texas and as of July 1, 1995, has expanded its operations to
include 98 Fuddruckers-owned and 70 franchised restaurants
located throughout the United States and in Canada, Mexico, the
Middle East and Australia. In 1995, Fuddruckers opened 22
Fuddruckers-owned restaurants and 9 franchised restaurants. In
1996, Fuddruckers plans to open 30 domestic Fuddruckers-owned
and 20 franchised restaurants of which up to 5 will be opened in
foreign countries.
See Note 13 of Notes to Consolidated Financial Statements for financial
information related to Daka, Fuddruckers and ADC.
<PAGE>
Daka Restaurants
Operations
Daka, one of the 10 largest contract foodservice
management companies in the United States, provides
personalized, high-quality restaurant-style contract foodservice
management and vending operations at approximately 700
locations. The following is a breakdown of Daka's managed
volume as defined below, for the year ended July 1, 1995, from
the various industry segments in which it operates: colleges &
universities - 48%; business & industry - 25%; public and
private elementary and secondary schools - 20%; museums - 4%;
healthcare & other - 3%. Approximately 97% of fiscal 1995
managed volume was derived from manual foodservice operations
and approximately 3% from vending operations.
Foodservice contracts are typically exclusive, range
in duration from one to ten years and can usually be terminated
by either party upon 30 to 90 days notice. Daka conducts its
operations on the basis of two types of contracts with its
clients. The first type is a management fee contract pursuant
to which a client reimburses Daka for all costs incurred in
providing foodservice as well as a negotiated fee for overseeing
and administering its foodservice operation. Management fee
contracts are prevalent where companies subsidize food service
as a benefit provided to employees and in elementary and
secondary schools. The second type of contract is a profit and
loss contract whereby Daka assumes the risk of profit or loss
from the foodservice operation. Daka seeks to enter into profit
and loss contracts whenever appropriate because it believes it
can achieve a greater level of profitability as a result of the
flexibility it has in establishing menu mix and pricing in such
contracts. While Daka manages the total sales volume
attributable to both contract types, generally accepted
accounting principles require that Daka recognize sales and
expenses from profit and loss contracts, but only the management
fee amount derived from management fee contracts. Consequently,
Daka does not recognize sales and expenses with respect to
management fee contracts. As a result, Daka's managed volume,
which represents both sales made pursuant to profit and loss
contracts and sales to guests of foodservice clients pursuant to
management fee contracts for any given year is considerably
greater than the revenues it recognizes for such year.
Daka seeks to differentiate itself from its
competition by offering its clients a number of foodservice
alternatives that include specific plans to meet each client's
needs and budget. Emphasis is placed on nutritious,
high-quality food; trained, professional personnel; and
innovative foodservice programs served in a retail restaurant
atmosphere. To help create a retail restaurant atmosphere for
its foodservice guests, Daka has developed 250 to 500 square
foot "signature restaurants," each with its own unique name,
identity and menu, serving high-quality, made-to-order specialty
foods. Designed to utilize existing common area seating, such
as a cafeteria or food court, the "signature restaurants" are
portable, modular and capable of being installed in most
foodservice locations. Daka believes that the development of
its "signature restaurants" is an innovative approach to serving
guests in the foodservice industry. In addition, Daka offers
its clients a variety of branded concepts such as Taco Bell,
Pizza Hut, Dunkin Donuts and Burger King which Daka operates
pursuant to licensing arrangements.
Daka's educational foodservice business, which
represents 68% of Daka's total managed volume, is comprised of
two distinct segments: colleges and universities and elementary
and secondary schools.
Foodservice operations at colleges and universities,
which comprise 48% of Daka's managed volume, generally consist
of multiple operating locations at any one campus, each of which
is a self-contained foodservice unit such as a dining hall,
cafeteria or snack bar. Revenues from foodservice operations at
colleges and universities are derived from prepaid student board
plans, concessions at sporting events, rathskellars and from
cash sales to students, school administrators, faculty and
off-campus groups. In addition, Daka provides catering services
to all departments of the college or university as well as to
private organizations utilizing campus facilities. Foodservice
operations at colleges and universities are typically operated
pursuant to profit and loss contracts.
<PAGE>
Foodservice operations at elementary and secondary
schools, which represent 20% of Daka's managed volume, are
typically operated pursuant to management fee contracts since
such foodservice operations are subsidized under Federal and
State School Lunch Programs, and generally consist of multiple
operating locations within a school district.
Historically, foodservice operations at corporate
offices and factories, which currently represent 25% of Daka's
managed volume, were operated pursuant to management fee
contracts and were subsidized by companies as part of the
benefits provided to their employees. However, with the trend
to contain costs in recent years, many companies have elected to
convert their subsidized foodservice operations from management
fee to profit and loss contracts, whereby Daka is given greater
control over pricing and menu options in exchange for assuming
the risks and rewards inherent in profit and loss contracts.
Daka also provides full service dietary management to
hospitals, continuing care communities and other healthcare
facilities, which currently comprises less than 3% of Daka's
managed volume. Foodservice in this segment is typically
provided through a team of professionals, the composition of
which varies depending on the size of the operation, the type of
healthcare facility and the special dietary needs of the
patients. In addition to providing meals for patients,
employees of the facility are also typically provided daily
meals.
Daka's ability to increase its prices to cover its
cost increases is an important factor in maintaining
satisfactory profit levels. Daka's ability to increase prices
is materially affected by competitive factors, resistance from
guests, and from clients whose prior approval is required in
many instances.
Vending operations, which comprise approximately 3%
of Daka's managed volume, generally involve 24-hour delivery of
food and sandwiches, hot and cold beverages, desserts and snacks
through coin-operated machines installed at private and public
locations. Vending operations are either route operations or
supplements to manual foodservice operations. Vending machines
are utilized to augment the foodservice operations either at
sites remote from the central cafeteria or to service client's
guests during off-peak periods such as second or third shift
operations. The vending machines located at client locations
which do not have foodservice operations are usually serviced by
route drivers from a central commissary. Vending contracts
generally provide for payment to the client of a commission
based on machine revenues, although certain clients forego the
commission and subsidize the foodservice operation in order to
maintain special services and lower selling prices as an
employee benefit.
Management
The foodservice operations of Daka are currently
divided into five geographic regions, each of which is
supervised by a Regional Vice President reporting to the Senior
Vice President of Foodservice Operations. The five regions are
divided into districts supervised by Directors of Operations
reporting to their respective Regional Vice President. Each
Director of Operations oversees an average of 14 General
Managers or Chef Managers, with some overseeing as few as one
and others as many as 21 locations, depending on the size and
complexity of the operations. The General Managers or Chef
Managers are responsible for the day-to-day operations of their
locations. The marketing, human resources, and training
functions are decentralized, reporting to the Senior Vice
President of Foodservice Operations.
Marketing
Daka has created a marketing catalogue that gives
General Managers the opportunity to customize their promotional
programs. Topics include special sections on celebrated foods,
city celebrations, international food festivals, and classic
events. As part of its "Be Our Guest" program, Daka has
redesigned its uniforms, upgraded the quality of the china,
silverware and glassware, installed new signage and serving
systems and created a new logo featuring the brand name "Daka
Restaurants."
<PAGE>
Growth Strategy
Daka intends to increase its market share by adding
new clients that previously were either self-operated or
serviced by another contract foodservice provider. Industry
sources estimate that the educational and healthcare foodservice
segments remain substantially self-operated and that only the
business and industry foodservice segment has achieved a high
level of contract foodservice penetration. Daka believes that,
as a result of current and anticipated cost containment
policies, many public and private educational institutions and
healthcare facilities will seek to manage their foodservice
costs by replacing their own self-operated foodservice
operations with contract foodservice management. Approximately
68% of Daka's managed volume is concentrated in educational
institutions, a traditionally self-operated market. The Company
believes that its experience is a competitive advantage in
obtaining additional educational institutions as contract
foodservice clients. The healthcare market is expanding
rapidly, although it is not yet a substantial portion of Daka's
business. Daka's experience in converting self-operated
foodservice operations for educational institutions to contract
foodservice should enable it to participate in the healthcare
market.
Daka also intends to continue to pursue acquisitions of other
foodservice companies. The Company believes it has made
sufficient recent investment in Daka's corporate infrastructure
and operational systems to support significant future growth in
existing and new markets.
Fuddruckers
Operations
Fuddruckers restaurants, with an average check of
$6.15 and a "Kids Eat Free" program after 4 PM on Monday through
Thursday, are designed to appeal to both families and adults
seeking value in a casual dining atmosphere. The restaurants
offer a distinctive atmosphere created by an open grill area, a
glassed-in butcher shop, a display case featuring choice steaks
and hamburgers that have been freshly-cut or ground and an open
bakery for hamburger buns, brownies and cookies. Each
restaurant offers a substantially similar menu that prominently
features Fuddruckers' signature hamburger in one-third pound and
one-half pound sizes. Hamburgers are made from fresh beef, cut
and ground daily at each restaurant and served on buns baked
daily "from scratch" at each restaurant. The hamburgers are
available with optional specialty toppings from the grill.
While the menu is focused on Fuddruckers' signature hamburger,
which accounts for approximately 65% of sales, it also includes
fresh-cut, ribeye steak sandwiches, various grilled chicken
breast sandwiches, hot dogs, a variety of tossed and specially
prepared salads and soups, fish sandwiches, french fries, onion
rings, soft drinks, hand-dipped milkshakes, and bakery items.
Beer and wine are served and, generally, account for
approximately 4% of restaurant sales. The restaurants permit
guests to participate in the preparation of their meals by
allowing them to garnish their own entrees from a bountiful
array of fresh lettuce, tomatoes, onions, pickles, relish and a
variety of condiments, sauces and melted cheeses at the "fixin's
bar." Guests generally place their own orders and serve
themselves thereby minimizing waiting time.
Each restaurant contains a principal dining area from
which guests may observe the preparation of their meals, and in
some restaurants an additional dining area with a patio motif.
Decor of the principal dining area of a Fuddruckers restaurant generally
includes neon beverage signs, wood tables and chairs and, in
some instances, original shipping containers from certain foods
sold by the restaurant. The open grill area enables guests to
view the preparation of their meals, all of which are cooked to
order. The additional dining area has colorful yellow awnings
and patio-style tables and chairs and, in some restaurants, a
wall of doors which may be opened, weather permitting.
<PAGE>
The typical Fuddruckers restaurant is located in a
suburban area in a free-standing building or in a shopping
center. The area within a five-mile radius of the restaurant is
usually zoned for retail, office and residential uses.
Fuddruckers' guests have an average household income of
approximately $50,000. Fuddruckers' existing restaurants
typically range in size from 6,000 to 8,000 square feet with 200
to 300 seats and parking for between 100 and 200 vehicles.
Restaurants built in 1995 and those planned for 1996 are
typically between 4,800 and 6,000 square feet with 160 to 220
seats. A new design suitable for use inside retail superstores
and 1,500 to 1,800 square feet in size will be tested in several
locations during 1996.
The restaurants are open seven days a week, generally
from 11:00 a.m. to 11:00 p.m., for lunch, dinner and late night
meals. Certain restaurants are open earlier to accommodate the
sale of freshly-baked goods. Restaurants are designed to enable
guests to complete their visit within a convenient 40-minute
period, which attracts the business person on a limited luncheon
schedule. This contributes to Fuddruckers' higher percentage of
lunch (45%) versus dinner (55%) sales than the industry average
for casual dining restaurants.
All restaurants are operated in accordance with
strict standards and specifications for the quality of
ingredients, preparation of food, maintenance of premises and
associate conduct, as set forth in Fuddruckers' policy and
procedures manuals. At each restaurant, Fuddruckers emphasizes
uniform standards for product quality, portion control,
courteous service and cleanliness.
Fuddruckers establishes specifications and approves
purchasing arrangements for basic menu ingredients and supplies
for all its restaurants in order to obtain favorable prices and
ensure consistent levels of quality and freshness. Food
products in Fuddruckers-owned and franchised restaurants are
regularly and systematically tested for quality and compliance
with Fuddruckers' standards.
Fuddruckers emphasizes simplicity in its operations.
Its restaurants generally have a total staff of one General
Manager, two or three Assistant Managers, and 25 to 45 other
associates, including full-time and part-time associates working
in overlapping shifts. Since Fuddruckers generally utilizes a
self-service concept, it typically does not employ waiters or
waitresses.
Management
Fuddruckers restaurant operations are currently
divided into two geographic regions each of which is supervised
by a Regional Vice President reporting to the Senior Vice
President of Restaurant Operations. The two regions are divided
into a total of thirteen districts, supervised by a Director of
Operations, reporting to the Regional Vice President of
Operations. On average, each Director of Operations supervises
eight restaurants.
Marketing
Fuddruckers utilizes television, radio and print
media to promote its new themes, "Can You Say Fuddruckers" and
"Buns That Rise in the Sun," in markets with a high
concentration of Fuddruckers-owned restaurants. These new
themes emphasize Fuddruckers' unique name and fresh baked buns
which are unique characteristics and help differentiate
Fuddruckers from other restaurant concepts.
Marketing research conducted by Fuddruckers indicates
a strong consumer desire for fresh, high quality food.
Fuddruckers restaurants which feature fresh produce available at
the "fixin's bar," fresh beef ground daily and fresh buns baked
daily, address these consumer desires.
One of Fuddruckers' most successful marketing
programs is the "Kids Eat Free" program. This program is
designed to increase guest traffic during traditionally slow
<PAGE>
days by allowing a child under 12 to eat free Monday through
Thursday when an accompanying adult purchases a meal. Since
implementing this promotion in 1990, Fuddruckers has experienced
increased guest traffic while significantly increasing the
number of kids meals served, and still improving its operating
margins.
Fuddruckers has developed local store marketing
manuals to assist its managers and franchisees in the
development of a marketing and public relations strategy for
their geographic area. Workshops, seminars and marketing
manuals are made available to all franchisees. In addition,
Fuddruckers allows its franchisees to use its various
television, radio and print advertising materials in the
franchisees' markets for a nominal fee intended to cover
Fuddruckers' cost.
Site Selection
Fuddruckers uses its own personnel to analyze markets
and sites for new restaurants, obtain the required zoning and
other permits, negotiate the leasing or real estate purchase and
oversee all aspects of the construction process. Fuddruckers
believes that location is a key factor in a restaurant's
ability to operate a profitable lunch and dinner business and
considers several demographic factors in selecting sites,
including the average income of the neighboring residential
population, the proximity of retail, office and entertainment
facilities, traffic patterns and the visibility of the location.
The average total cost to construct a typical
Fuddruckers restaurant, where Fuddruckers purchases real estate,
depending upon its location, is approximately $1.4 million,
which includes approximately; $255,000 for furniture, fixtures
and equipment, $480,000 for building and improvements, and
approximately $665,000 for land and site work. In 1995
Fuddruckers arranged for sale-leaseback financing whereby
Fuddruckers would acquire real estate, construct a new
restaurant and then sell and lease back the property. This has
enabled Fuddruckers to open new restaurants, on sites where a
leasing arrangement was not available, with a minimal capital
investment. During 1995 Fuddruckers opened five new restaurants
pursuant to such sale-leaseback arrangement.
The average total cost to construct a new Fuddruckers
restaurant where Fuddruckers enters into a leasing arrangement
is approximately $735,000 which is comprised of $255,000 for
furniture, fixtures and equipment and $480,000 for leasehold
improvements. Fuddruckers typically receives a contribution of
between $300,000 and $400,000 toward the construction and
renovation costs from landlords and believes that its growth and
improved operating results enhance its ability to obtain
attractive leasing terms. Despite these favorable conditions,
there remains considerable competition among restaurant
businesses for desirable sites.
Future development of Fuddruckers restaurants will be
accomplished through the sale of franchises and the development
of Fuddruckers-owned restaurants. The development of additional
restaurants is contingent upon locating satisfactory sites,
financing, negotiating satisfactory leases or, alternatively,
leasing and converting existing restaurant sites into
Fuddruckers restaurants. It is also dependent upon securing
appropriate governmental permits and obtaining beer and wine
licenses.
Franchising
Fuddruckers offers franchises in markets where it
deems expansion to be advantageous to the development of the
Fuddruckers concept and system of restaurants. Franchise
agreements grant franchisees an exclusive territorial license to
operate a single restaurant within a specified area, usually a
four-mile radius surrounding the franchised restaurant.
Fuddruckers has a close relationship with its franchisees and
seeks to identify potential franchisees with the capability and
financial resources to operate multiple restaurants. Of the 35
Fuddruckers franchisees, 14 operate multiple restaurants, and 22
have operated Fuddruckers restaurants for more than 5 years.
<PAGE>
Franchisees bear all direct costs involved in the
development, construction and operation of their restaurants.
In exchange for a franchise fee, Fuddruckers provides its
franchisees assistance in the following areas: site selection,
prototypical architectural plans, interior and exterior design
and layout, training, marketing and sales techniques, assistance
by a Fuddruckers "opening team" at the time a franchised
restaurant opens, and operations and accounting guidelines set
forth in various policies and procedures manuals.
All franchisees are required to operate their
restaurants in accordance with Fuddruckers' standards and
specifications, including controls over menu items, food quality
and preparation. Fuddruckers requires the successful completion
of its training program by a minimum of three managers for each
franchised restaurant. In addition, franchised restaurants are
evaluated regularly by Fuddruckers for compliance with franchise
agreements, including standards and specifications through the
use of periodic, unannounced, on-site inspections and standards
evaluation reports.
Fuddruckers has license agreements for the
development of restaurants in Southeast Asia, Australia and the
Middle East with various entities or individuals having
substantial financial resources. It is anticipated that these
licensees will open up to five restaurants pursuant to such
agreements during the next twelve months.
The current standard franchise agreement provides for
the payment to Fuddruckers of a non-refundable franchise fee of
between $25,000 and $50,000 per restaurant and ongoing royalties
of 5% of gross sales of each restaurant. Certain multi-unit
franchisees have entered into royalty buydown agreements with
Fuddruckers, which reduce royalty payments required under the
respective franchise agreements. The royalty buydown agreements
generally provide for a one-time payment to Fuddruckers covering
a period of twelve to fourteen months, and an amendment of the
underlying franchise agreement to reduce the royalty to 3% of
gross sales. Once a franchisee executes a buydown agreement,
the royalty on any subsequent franchise agreement will be
reduced to 3%. As of July 1, 1995, royalty buydown agreements
have been executed with 7 multi-unit franchisees.
<PAGE>
Restaurant Locations
The following table sets forth the locations of restaurants operated
by Fuddruckers and its franchisees as of July 1, 1995:
Owned Restaurant Locations Owned-Domestic(Cont'd) Franchised-Domestic(Cont'd)
Domestic - Total 94 Vienna NORTH CAROLINA
ALABAMA Virginia Beach (3) Asheville
Birmingham WISCONSIN Charlotte
ARIZONA Milwaukee Wilmington
Phoenix (4) Owned Restaurant Locations NORTH DAKOTA
Tucson International-Total 4 Fargo
CALIFORNIA CANADA OHIO
Los Angeles (5) Calgary Canton
San Diego (3) Edmonton Cleveland
COLORADO Regina OREGON
Denver (2) Winnipeg Portland (2)
GEORGIA Franchised Restaurant Locations PENNSYLVANIA
Athens Domestic-Total 61 Philadelphia (2)
Atlanta (7) CALIFORNIA SOUTH CAROLINA
ILLINOIS Concord Charleston
Chicago (11) Los Angeles Columbia
INDIANA Sacramento Greenville (2)
Merrillville FLORIDA Hilton Head
KENTUCKY Clearwater Myrtle Beach (2)
Florence Miami(6) Spartanburg
MARYLAND Orlando SOUTH DAKOTA
Annapolis Tallahassee Sioux Falls
Baltimore (2) Tampa TENNESSEE
Gaithersburg ILLINOIS Kingsport
Rockville Springfield Nashville
MASSACHUSETTS KANSAS TEXAS
Boston (2) Overland Park College Station
MICHIGAN MICHIGAN Laredo
Grand Rapids Detroit Lubbock
MINNESOTA Flint Midland
Minneapolis/St. Paul (6) Novi San Antonio (2)
MISSOURI MISSOURI Temple
St. Louis (3) Independence Waco
NEW YORK Springfield Franchised Restaurant
New York (2) MONTANA Locations Foreign-Total 9
OHIO Billings AUSTRALIA
Cincinnati (5) NEBRASKA Brisbane
TEXAS Omaha Loganholm
Austin (2) NEW JERSEY Sydney
Dallas (4) New Brunswick BAHRAIN
Houston (12) Paramus Manama
San Antonio (3) Parsippany CANADA
VIRGINIA Tom's River Edmonton
Alexandria Union Saskatoon
Annandale Wayne KUWAIT
Fairfax Voorhees Kuwait City
Falls Church NEW YORK MEXICO
Herndon Amherst Perisur
Richmond (2) Howard Beach SAUDI ARABIA
Westbury Jeddah
<PAGE>
Champps
Operations
In 1994, the Company acquired a 57% voting interest
in Americana Dining Corporation ("ADC"), a newly formed company
which acquired two restaurants operated under the name "Champps
Sports Cafe", pursuant to a license from Champps Entertainment,
Inc., licensor and franchisor of Champps restaurants. ADC has
the exclusive rights to develop Champps restaurants in Ohio,
Florida and seven Illinois counties. The two restaurants owned
by ADC are located in Richfield and New Brighton, Minnesota,
have a seating capacity of approximately 245 and 190 and are
7,000 and 4,500 square feet in size, respectively. The two
restaurants are open seven days a week from 11:00 a.m. to 1:00
a.m. and generate combined annual sales of approximately $7.4
million. Approximately 65% of restaurant sales are comprised of
food and beverage sales with the remaining 35% comprised of
alcohol sales. The Champps concept appeals to a broad customer
base by offering generous portions of high quality food at
moderate prices, served in a friendly, energetic atmosphere,
featuring multi-level dining, wrap-around bars and an open
kitchen area. The energetic atmosphere is created by the
attitude of the restaurant personnel, various promotions which
encourage guest participation and a variety of in-store
entertainment.
Guests are provided with a choice of seating in the
main dining area, a diner-type counter or in the bar area. The
restaurants have multiple levels and open sight lines so that
all areas, including the bar and kitchen, are visible and allow
guests to feel part of the varied activities in the restaurant.
Entertainment is an important element of the Champps
concept. Guests may watch one of several sporting events
broadcast on multiple televisions, or listen to a variety of
music played by a disc jockey. The display kitchen offers
guests the opportunity to observe the preparation of meals and a
game area includes dart boards and arcade games. The
entertainment aspects of the Champps restaurants are designed to
encourage repeat visits, increase the length of a guest's stay
and attract guests outside of normal peak dining hours. The
restaurants have promotions and activities designed to generate
guest participation. The different promotions in the restaurant
provide guests a different feel each time they visit the
restaurant, thus encouraging repeat business. Management
believes that the entertainment aspects of the Champps concept
as well as its various in-store marketing and promotion programs
are the primary reasons for the strong after dinner hour sales
generated by the restaurants.
The menu at the Champps restaurants combines a
variety of freshly prepared core menu items, including its
signature items, with unique daily specials. Menu items include
a wide variety of appetizers, soups, salads, innovative
sandwiches, pizza, burgers, and entrees including chicken, beef,
fish and pasta. The restaurants also feature a wide variety of
desserts. The menu reflects a variety of ethnic and regional
cuisines as well as traditional favorites. Portions are
generous and each dish is attractively presented. ADC believes
that these qualities create a strong perception of value.
Entree prices currently range from $4.50 to $14.25. Because the
Champps concept is not associated with any particular type of
food, menu items can be introduced and eliminated based on
current consumer trends without altering the concept.
ADC considers its extensive menu, including its
signature items and generous portions, to be an important factor
in the appeal of Champps restaurants. Accordingly, special
attention is devoted to the development of menu items such as
burgers, pasta, specialty sandwiches, salads, entrees and daily
"specials." Menu development is an ongoing process which is
driven by direct input from customers, observation of
competitive activity and creative development by all levels of
management. ADC seeks to offer a menu balanced between
traditional favorites, new variations on traditional items, and
new ideas targeted at the customer who is seeking new and
interesting menu alternatives.
<PAGE>
ADC emphasizes freshness and quality in its food
preparation. Fresh sauces, dressings, batters and mixes are
prepared daily on the premises, generally from original
ingredients. ADC invests substantial time in training kitchen
employees in order to maintain consistently high food quality.
Strict food standards which include pre-defined purchasing
criteria have also been established to maintain such high food
quality.
The service element of the Champps concept is
characterized by the prompt friendly greeting of guests upon
arrival and frequent visits to guest tables to monitor guest
satisfaction since ADC believes that a guest's experience is
enhanced by the attitude and attention of restaurant personnel.
Service is based upon a team concept so that guests feel that
they are never left unattended. To maintain these standards,
ADC seeks to hire and train personnel who will work in
accordance with ADC's philosophy and frequently rewards
individual and restaurant achievements through several
recognition programs intended to build and maintain employee
morale.
All of the service personnel at each Champps
restaurant meet with the managers at two daily pre-shift
motivational meetings. Restaurant promotions, daily specials
and quality control are discussed and explained during these
meetings. These meetings raise employee enthusiasm and increase
the energy level and excitement in the restaurant.
ADC expects to open between two and four Champps
restaurants during fiscal 1996 in order to further evaluate the
growth potential of the Champps concept. ADC currently has two
Champps restaurants under construction in Ohio. The estimated
cost to construct a typical Champps restaurant where ADC
purchases the real estate is approximately $2.6 million and
includes $575,000 for furniture, fixtures and equipment,
$1,200,000 for land and site work and $800,000 for building and
building improvements. ADC has a commitment for sale-leaseback
financing for up to three new Champps restaurants to be
constructed by ADC in fiscal 1996. The estimated cost to
construct a Champps restaurant where ADC enters into a lease is
approximately $1.4 million and includes $575,000 for furniture,
fixtures and equipment and $800,000 for leasehold improvements.
Centralized Functions
The Company provides Daka, Fuddruckers and ADC with
centralized purchasing, accounting and management information
services.
Purchasing
The Company capitalizes on the combination of its
foodservice and restaurant businesses through a centralized and
coordinated purchasing program and food distribution network.
On December 1, 1992, the Company entered into a five-year
agreement with Kraft Foodservice, Inc. ("Kraft") pursuant to
which Kraft will supply and distribute approximately 80% of food
and food-related purchases of Daka, Fuddruckers and ADC. The
agreement with Kraft is cancelable by either party upon 90 days
notice. Fuddruckers franchisees also have the option of
purchasing from Kraft. The Company believes that this agreement
is unique in the foodservice industry because it provides for a
sharing between Kraft and the Company of the savings that may be
obtainable through purchasing from selected vendors. In
addition, under the agreement, Kraft is furnishing to the
Company "Kraft-Link," Kraft's on-line product-ordering software
which is installed in major Daka locations and all
Fuddruckers-owned restaurants.
To protect itself from fluctuations in the cost of
its major food items, the Company negotiates directly with major
suppliers to obtain the best possible price. On certain
material items, such as beef, which constitutes approximately
one-third of the food cost of Fuddruckers, the Company
negotiates an annual guaranteed price. These purchasing
programs not only ensure a stable source of supply, but also
have contributed to Fuddruckers maintaining the same menu prices
for its signature hamburgers since December 1990, further
enhancing the Company's philosophy of providing high-quality
<PAGE>
products at moderate prices. The Company also acts as a
restaurant equipment dealer, enabling it to take advantage of
dealer pricing, manufacturer discounts and rebates. The Company
has not experienced any difficulty in obtaining an adequate
supply of quality food products at acceptable prices from its
suppliers.
Accounting and Management Information Systems
The Company provides Daka, Fuddruckers and ADC with
centralized financial and management controls through the use of
an automated data processing system and prescribed reporting
procedures. The Company recently began the process of upgrading
its computer hardware and financial software and has recently
implemented a new point of sale system for its restaurants. The
foodservice locations and restaurants forward weekly sales
reports, vendor invoices, payroll information and other
operating information to the Company's corporate headquarters.
The Company utilizes this data to centrally monitor sales,
product, labor and other costs and to prepare periodic financial
and management reports. The Company believes that its
centralized accounting, payroll, cash management, and
information systems improve its ability to control and manage
its operations efficiently.
Competition
In the contract foodservice segment, Daka competes
with large national and multi-national companies as well as
local and regional competitors. Some of the major national and
international companies include ARAMARK, Canteen Corporation,
Sodexho, Gardner Merchant, Compass, Marriott Corporation and
Service America. The contract foodservice management business
is highly competitive. Daka believes that competition is based
on pricing, quality of service and reputation. Additionally,
the ability of the foodservice contractor to make significant
capital investments in the client's operation is a key factor in
the competition for large new contracts.
The restaurant industry is highly competitive.
Fuddruckers and Champps compete with other national and
international restaurant chains as well as local and regional
operations. Competition within the industry is based
principally on the quality, variety and price of food products
served. Site location, quality of service and attractiveness of
facilities are also important factors for a successful
restaurant. The restaurant industry is affected by general
economic conditions, changing tastes, population, traffic
patterns and spending habits of guests. Fuddruckers and Champps
believe that their competitive position is enhanced by providing
guests with moderately-priced quality food in a comfortable
atmosphere.
The Company believes that the businesses of Daka,
Fuddruckers and Champps share important characteristics in their
desire to provide guests with discernible value and the highest
quality of customer service and dining atmosphere. While the
restaurant industry has experienced intense competition for many
years, contract foodservice providers can no longer rely upon the
luxury of "captive customers," customers, such as employees of corporate
foodservice clients or students, who spend a majority of their
time in the same facility in which a foodservice operation is
conducted. Today, guests who do not find menu offerings
acceptable will simply eat elsewhere. This places contract
foodservice providers in direct competition with local
restaurants and fast food outlets for each guest's food dollar.
In addition, factors such as service, cleanliness and atmosphere
are as important in a guest's dining decision as menu and food
quality.
In response to this trend, the Company launched an
internal program called "Be Our Guest" in its Daka operations.
This program's goal is to emphasize Fuddruckers' guest focus and
to effect a transition in the Daka organization to a similar
guest-driven orientation, rather than a traditional
"back-of-the-house" foodservice mentality. The Company has
provided training, education and motivational programs for its
associates to focus on providing quality service and to sustain
a sensitivity to guest needs. The Company believes that by
operating in a professional, restaurant-style manner where each
of its associates place the guest first, both Daka and
Fuddruckers can win guest loyalty.
<PAGE>
Government Regulation
The Company is subject to various federal, state and
local laws affecting its business. Its operations are subject
to various health, sanitation and safety standards, federal and
state labor laws, zoning restrictions, and state and local
licensing, including the sale of alcoholic beverages. Federal
and state environmental regulations have not had a material
effect on the Company's operations to date. Fuddruckers is also
subject to federal and state laws regulating franchise
operations and sales. Such laws impose registration and
disclosure requirements on franchisors in the offer and sale of
franchises, or impose substantive standards on the relationship
between franchisor and franchisee.
Research and Development
The Company is engaged in research activities
relating to the development or improvement of new and existing
products or services. Daka and Fuddruckers, together with its
franchisees, utilize test kitchen facilities to develop
recipes, test food products and equipment and set nutritional
and quality standards. Fuddruckers and its franchisees test
additional menu items in various markets on an on-going basis.
These tests are coordinated through the corporate headquarters.
Further, the Company employs a professional support staff to
establish, maintain and enforce high standards of sanitation and
safety in all phases of food preparation and service. The cost
of research and development currently is not material to the
Company's cost of operations.
Service Marks
Daka has registered certain trademarks and service
marks with the United States Patent and Trademark Office and
with certain states, including "Daka" and "Daka Restaurants."
In addition, the Company is in the process of registering
certain trademarks with respect to its signature concepts
including, among others, French Quarter Coffee Company.
Fuddruckers has registered various service marks with the United
States Patent and Trademark Office, including the trade names
"Fuddruckers" and "Daiquiritas" and the "Fuddruckers - World's
Greatest Hamburgers" logo. All of the service marks, and in
particular the trade names, are of significant importance to the
business of Fuddruckers. Fuddruckers has also registered
various service marks in several foreign countries. The Company
and its subsidiaries intend to protect their service marks
through registration with appropriate governmental authorities.
Seasonality
As a result of the strong presence in the school and
college sector, the contract foodservice and vending operations
of Daka are subject to seasonal patterns. Revenues tend to be
lower in June, July, August, December and January when school
enrollment is reduced. Adding to the seasonal decline is a
reduction in guests at corporate clients, whose employees take
vacations during the summer.
Fuddruckers sales have historically been higher in
March, June, July and August, and lower in January, February,
September and October, due primarily to dining habits of its
guests and eating out trends of the general public.
Corporate Offices and Associates
DAKA International, Inc. is incorporated under the
laws of the State of Delaware and employs 100 associates on a
full-time basis, six of whom are executive officers.
<PAGE>
The Company considers its relations with its associates to be
good. Daka employs approximately 13,000 associates on a
full-time and part-time basis. Approximately 10% of Daka's
associates are represented for collective bargaining purposes by
unions. No single union contract covers a significant number of
any one associate group.
Fuddruckers is incorporated under the laws of the
State of Texas and employs approximately 4,000 associates on a
full-time and part-time basis. Substantially all restaurant
associates, other than restaurant management, are compensated on
an hourly basis. None of Fuddruckers' associates are covered by
a collective bargaining agreement. Fuddruckers believes its
working conditions and compensation package compare favorably
with its competition.
DAKA International, Daka, Fuddruckers and ADC
maintain their principal executive offices at One Corporate
Place, 55 Ferncroft Road, Danvers, Massachusetts 01923. The
telephone number for the Company is (508) 774-9115.
Item 2. Properties.
As of July 1, 1995, the Company leased approximately
40,000 square feet of office space at its corporate headquarters
in Danvers, Massachusetts at an average annual rental of
$610,000 through November 30, 2001.
Fuddruckers owns the land and related improvements at
11 of the 98 Fuddruckers-owned restaurants with the balance of
the restaurants operated pursuant to long-term leases. The
location and general character of the properties of the Company
are described in Item 1 of this Report.
Item 3. Legal Proceedings.
The Company and/or its subsidiaries are parties to
various lawsuits. However, in the opinion of management and
legal counsel, none of these legal proceedings would result in
final judgments which would have a material adverse effect on
the Company's consolidated financial statements.
Item 4. Submission of Matters to a Vote of Security Holders.
There were no matters submitted by the Company to a
vote of Stockholders, through the solicitation of proxies or
otherwise, during the fourth quarter of the fiscal year for
which this report is filed.
<PAGE>
PART II
Item 5. Market for the Registrant's Common Stock and Related
Stockholder Matters.
The Common Stock of the Company is traded over-the-counter and is
quoted on the Nasdaq Stock Market National Market under the symbol
"DKAI." The following table sets forth the high and low bid prices
of the Company's Common Stock during each quarter of the fiscal years
ended July 1, 1995 and July 2, 1994.
<TABLE>
<CAPTION>
1995 1994
High Low High Low
<S> <C> <C> <C> <C>
1st Fiscal Quarter 15.50 13.50 11.00 9.00
2nd Fiscal Quarter 16.25 12.88 11.50 8.50
3rd Fiscal Quarter 18.00 14.50 13.63 11.25
4th Fiscal Quarter 23.88 17.00 13.88 11.38
</TABLE>
The Company has never paid cash dividends on shares of its Common Stock
and does not expect to pay dividends in the foreseeable future.
The Company intends to retain all of its available funds for the
operation and expansion of its business. In addition, the terms of
the Company's line-of-credit agreement prohibit the payment of dividends
on the Company's Common Stock. As of August 17, 1995, the approximate
number of record holders of the Company's Common Stock was 3,910.
<PAGE>
Item 6. Selected Financial Data.
The following selected financial information has been derived from the
audited consolidated financial statements of the Company. The following
selected financial information should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results
of Operations" and the audited consolidated financial statements and the
notes thereto included elsewhere in this Report.
<TABLE>
<CAPTION>
July 1, July 2, June 26, June 27, June 29,
1995 1994 1993 1992 1991
(In thousands, except per share data)
<S> <C> <C> <C> <C> <C>
Statement of Operations Data:
Total revenues $320,605 $249,795 $182,663 $164,217 $157,429
Income from continuing operations
before income taxes $ 14,409 $ 10,493 $ 6,639 $ 5,859 $ 4,743
Income from continuing
operations 9,116 6,902 4,647 4,239 3,312
Discontinued operations, net (863)
Gain on extinguishment of
debt, net 462 1,570
Net income 9,116 6,902 5,109 4,239 4,019
Income available for
common stockholders $ 8,716 $ 6,102 $ 5,109 $ 4,239 $ 4,019
Earnings per share:
Primary:
Income from continuing
operations $ 2.03 $ 1.55 $ 1.36 $ 1.24 $ .88
Income available for
common stockholders 2.03 1.55 1.49 1.24 1.07
Fully diluted:
Income from continuing
operations $ 1.18 $ .96 $ .80 $ .96 $ .88
Income available for
common stockholders 1.18 .96 .87 .96 1.07
Weighted average number of shares:
Primary 4,290 3,933 3,423 3,411 3,765
Fully diluted 8,728 8,579 6,311 4,407 3,765
Balance Sheet Data:
Total assets $167,780 $118,855 $ 89,273 $ 74,893 $ 60,403
Long-term debt 69,110 47,452 31,436 26,797 22,775
Stockholders'equity 49,736 32,780 26,504 15,934 7,989
</TABLE>
<PAGE>
Item 7. Management's Discussion and Analysis of Results of Operations and
Financial Condition
RESULTS OF OPERATIONS
Summary
The Company achieved record earnings in 1995 as income before income
taxes increased 37% to $14.4 million as compared to $10.5 million in
1994 and $6.6 million in 1993. Income after income taxes before
extraordinary gain grew 32% to $9.1 million as compared to $6.9 million
in 1994 and $4.6 million in 1993 while fully diluted earnings per share
grew to $1.18 in 1995, an increase of 23% as compared to $.96 in 1994 which
was 20% higher than the $.80 earned on a fully diluted basis in 1993.
The 20% increase in fully diluted earnings per share during 1994 as compared
to 1993 came despite a 36% increase in the weighted average number of
outstanding shares as a result of the Common Stock and Convertible
Subordinated Notes sold in March 1993.
Foodservice
The following table sets forth, for the periods
presented, certain financial information for the Company's
foodservice business. For further financial information
relating to the Company's foodservice business, see Note 13 of
Notes to Consolidated Financial Statements.
<TABLE>
<CAPTION>
1995 1994 1993
<S> <C> <C> <C>
Sales from profit and loss
contracts 100.0% 100.0% 100.0%
Operating expenses:
Labor costs (33.9) (34.4) (31.8)
Product costs (36.3) (35.3) (35.0)
Other operating expenses (15.9) (15.5) (15.5)
Depreciation and amortization (2.3) (2.2) (1.5)
-------- -------- --------
Income from profit and loss
contracts 11.6% 12.6% 16.2%
======== ======== ========
Total foodservice revenues $197,107 $156,469 $105,477
======== ======== ========
Managed volume:
Management fee contracts $107,959 $113,905 $ 74,170
Profit and loss contracts 191,416 150,344 101,147
-------- -------- --------
Total managed volume $299,375 $264,249 $175,317
Income from profit and loss
contracts $ 22,144 $ 19,007 $ 16,341
Management fees 5,691 6,125 4,330
-------- -------- --------
Income from foodservice operations $ 27,835 $ 25,132 $ 20,671
======== ======== ========
Income from foodservice operations
as a percentage of managed volume:
Management fee contracts 5.3% 5.4% 5.8%
Profit and loss contracts 11.6% 12.6% 16.2%
Income from foodservice operations
as a percentage of total managed
volume 9.3% 9.5% 11.8%
Income from foodservice operations
as a percentage of total foodservice
revenues 14.1% 16.1% 19.6%
</TABLE>
<PAGE>
Daka conducts its operations on the basis of two
types of foodservice contracts with its clients. The first type
is a management fee contract pursuant to which a client pays
Daka a negotiated fee for overseeing and administering its
foodservice operations and reimburses Daka for all costs
incurred in providing such service. Management fee contracts
are prevalent where companies subsidize food services as part of
the benefits provided to employees and in elementary and
secondary schools. The second type of contract is a profit and
loss contract whereby Daka assumes the risk of profit or loss
from the foodservice operations. Daka seeks to enter into
profit and loss contracts whenever appropriate, believing it can
achieve a greater level of profitability as a result of the
flexibility it has in establishing menu mix and pricing in such
contracts.
Managed volume in the foodservice segment increased
$35.2 million or 13% to $299.4 million in 1995 as compared to
$264.2 million in 1994. The increase in managed volume was
primarily due to $28.8 million of managed volume generated by
the 110 educational and corporate foodservice contracts acquired
from ServiceMaster Management Services L.P. ("SMMSLP") on
February 8, 1995 by Daka Restaurants, L.P. ("DRLP"), an 80.01%
owned consolidated subsidiary of Daka. The remaining 19.99% of
DRLP is owned by SMMSLP. The remaining increase in managed
volume is due to a combination of increased volume at existing
foodservice operations and new contracts added during the year,
offset in part by one less week of operations in 1995 as
compared to 1994. The formation of the strategic partnership
between Daka and SMMSLP was intended to provide both parties
with cross selling opportunities. SMMSLP, with annual revenues
of over $3 billion, is one of the country's largest providers of
facility management services. Daka, through DRLP, will have the
opportunity to provide the foodservice management component of
the facility management services offered by SMMSLP. Managed
volume in 1994 increased $88.9 million or 51% to $264.2 million,
as compared to managed volume of $175.3 million in 1993. The
increase in managed volume in 1994 as compared to 1993 was due
to managed volume of $85.2 million associated with the
educational foodservice contracts acquired from Service America
Corporation on July 31, 1993, new contracts added during the
year, and increased revenues from ongoing contracts as a result
of one additional week of operation in 1994 as compared to 1993.
Income from foodservice operations increased 11% to
$27.8 million in 1995 as compared to $25.1 million in 1994,
which was 21% higher than the $20.7 million in 1993. The
decrease in income from profit and loss contracts as a
percentage of sales from profit and loss contracts during 1995
and 1994 is due to the overall lower operating margins
associated with the educational foodservice contracts acquired
in 1995 and 1994. Operating margins in the base foodservice
business remained consistent from year to year while the
acquired contracts performed as expected. The lower operating
margins associated with the educational foodservice contracts
acquired is typical of the educational foodservice industry and
consistent with the operating margins in Daka's existing
educational foodservice business. Lower labor costs in 1995
reflect the impact of the Company's ongoing safety program which
resulted in lower workers compensation costs. Depreciation and
amortization in 1995 and 1994 as a percentage of sales from
profit and loss contracts increased primarily due to the
amortization of goodwill associated with the acquired contracts.
<PAGE>
Fuddruckers
The following table sets forth, for the periods
presented, certain financial information for Fuddruckers. For
further financial information related to Fuddruckers, see Note
13 of Notes to Consolidated Financial Statements.
<TABLE>
<CAPTION>
1995 1994 1993
<S> <C> <C> <C>
Sales from Fuddruckers-owned
restaurants 100.0% 100.0% 100.0%
Operating expenses:
Labor costs (28.8) (28.8) (30.4)
Product costs (27.8) (27.8) (28.1)
Other operating expenses (25.7) (25.7) (26.8)
Depreciation and amortization (4.8) (4.6) (4.4)
-------- -------- --------
Income from restaurant operations 12.9% 13.1% 10.3%
======== ======== ========
Restaurant sales $110,703 $ 87,030 $ 72,868
======== ======== ========
Income from restaurant
operations $ 14,252 $ 11,400 $ 7,503
Franchising income 5,372 4,318 4,318
-------- -------- --------
Income from restaurant
and franchising operations $ 19,624 $ 15,718 $ 11,821
======== ======== ========
Number of restaurants (end of period):
Fuddruckers-owned 98 75 61
Franchised 70 75 79
-------- -------- --------
Total restaurants 168 150 140
======== ======== ========
</TABLE>
Total revenues from restaurant and franchising
operations in 1995 increased $24.7 million or 27% to $116.1
million whereas revenues from restaurant and franchising
operations in 1994 increased $14.1 million or 18% to $91.3
million, as compared to total revenues of $77.2 million in 1993.
Sales in Fuddruckers-owned restaurants increased
$23.7 million or 27% during 1995. This increase is due to a
combination of $12.7 million of sales at 17 restaurants acquired
from franchisees during the second half of 1994 and in 1995,
$14.6 million of sales at 22 new restaurants opened in 1995 and
a 0.8% increase in comparable restaurant sales offset, in part,
by a $1.5 million decrease in sales resulting from the closing
and/or sale of five restaurants and the effect of 52 weeks of
sales in 1995 whereas 1994 had 53 weeks. Sales at
Fuddruckers-owned restaurants increased $14.1 million or 19% to
$87.0 million in 1994 as compared to $72.9 million in 1993.
This increase is due to a 2% increase in comparable restaurant
sales, a $2.2 million increase associated with the twelve
franchised restaurants acquired in the second half of 1994, $5.6
million due to the six franchised restaurants in the Atlanta
market acquired in late 1993, a $5.8 million increase due to the
opening of new restaurants in 1993 and 1994, $1.4 million due to
53 weeks in the year, offset partially by a decrease of $2.3
million due to closed restaurants.
Franchise income increased $1.1 million in 1995 as
compared to 1994, primarily due to revenue generated from the
sale of several multi-unit development agreements in both the
United States and internationally which helped offset the
reduction in royalty income resulting from the acquisition of 17
restaurants from franchisees during the second half of 1994 and
in 1995. Franchise income remained consistent in 1994 compared
to 1993 at $4.3 million as eight new domestic and eight foreign
franchise restaurants were opened, offsetting the royalty income
lost as twelve domestic franchise restaurants were acquired
during the second half of 1994.
<PAGE>
Income from restaurant operations increased $2.9
million or 25% to $14.3 million in 1995 compared to $11.4
million in 1994 with margins as a percentage of sales at 12.9%
remaining relatively consistent in comparison to the
significantly improved margins in 1994 as compared to 1993.
Income from restaurant operations increased $3.9 million or 52%
to $11.4 million in 1994 as compared to $7.5 million in 1993 and
increased as a percentage of sales from 10.3% in 1993 to 13.1%
in 1994. The improvement in operating margins can be attributed
to lower operating expenses associated with the acquired Atlanta
restaurants, strong operating results at the new restaurants
opened, the closing of marginally profitable restaurants, and
improved product costs through national purchasing programs.
Depreciation and amortization in 1995 and 1994 increased
slightly as a percentage of sales due to preopening costs
associated with the new restaurants opened and new point of sale
equipment installed at all restaurants.
Champps
The following table sets forth certain financial
information for Champps. For further financial information
related to Champps, see Note 13 of Notes to Consolidated
Financial Statements. The operating data presented below for
Champps in 1994 is from March 29, 1994 (date of acquisition)
through July 2, 1994.
<TABLE>
<CAPTION>
1995 1994
<S> <C> <C>
Sales from Champps restaurants 100.0% 100.0%
Operating expenses:
Labor costs (33.9) (34.4)
Product costs (29.2) (29.1)
Other operating expenses (18.1) (18.5)
Depreciation and amortization (3.2) (2.7)
------- -------
Income from restaurant operations 15.6% 15.3%
======= =======
Restaurant sales $ 7,423 $ 1,978
======= =======
Income from restaurant operations $ 1,161 $ 302
======= =======
Number of restaurants 2 2
======= =======
</TABLE>
Champps results for 1995 reflect the first full year
of operating results since the restaurants were acquired on
March 29, 1994. The decrease in labor costs as a percentage of
sales in 1995 as compared to 1994 is principally due to
increased comparable restaurant sales of 1.9%. Champps
currently has two restaurants under construction in Ohio with
planned opening dates of November and December 1995. Champps
plans to open up to four new restaurants in fiscal 1996.
Selling, General and Administrative Expenses
Selling, general and administrative expenses
including depreciation and amortization related to corporate
assets amounted to $30.6 million, $28.1 million and $23.8
million in 1995, 1994 and 1993, respectively. Selling, general
and administrative expenses as a percentage of total managed
volume of $418 million, $353 million and $248 million in 1995,
1994 and 1993, respectively, which includes foodservice managed
volume, restaurant sales at Fuddruckers-owned and Champps
restaurants, aggregated 7.3%, 7.9% and 9.6%, respectively.
<PAGE>
The $2.5 million increase in selling, general and
administrative expenses in 1995, compared to 1994 was primarily
due to overhead related to the acquired foodservice contracts,
approximately $1.3 million of additional Fuddruckers' marketing
expenses associated with television advertising in markets where
there is now adequate penetration to justify such advertising
and a $452,000 increase in Champps selling, general and
administrative expenses reflecting a full year of expenses in
1995 as compared to 1994 which included expenses from March 29,
1994 (date of acquisition) through year end. The increase in
total selling, general and administrative expenses of $4.3
million in 1994, as compared to 1993 was due primarily to
approximately $2 million of field overhead related to the
acquired educational foodservice contracts and the increased
number of Fuddruckers restaurants, $928,000 of costs associated
with the expanded foodservice sales force, and $245,000 related
to Champps. The remaining increase was due to higher marketing
and other corporate expenses.
Interest Expense
Interest expense amounted to $4.3 million, $2.7
million, and $2.4 million in 1995, 1994 and 1993, respectively.
In 1995, interest expense increased $1.6 million or 59% due to
increased borrowings under the Company's line-of-credit used to
finance acquisitions, capital expenditures for the 22 new
Fuddruckers restaurants opened in 1995, and capital expenditures
at client facilities. Interest expense associated with the
higher level of debt in 1995 was offset, in part, by a
combination of lower interest rates and lower interest costs
associated with the Convertible Subordinated Notes as a result
of the conversion of approximately $8.2 million of Convertible
Subordinated Notes in the second half of 1995. Interest expense
in 1994 increased $377,000, or 16% compared to 1993, as a result
of an overall higher level of debt due to borrowings under the
Company's line-of-credit, used principally to fund a portion of
the purchase price and working capital of the acquired
foodservice contracts as well as other acquisitions completed by
the Company in fiscal 1994.
Income Taxes
The Company files consolidated income tax returns for
federal income tax purposes. At July 1, 1995 the Company had
net operating loss carryforwards of approximately $8.9 million.
The carryforwards expire at various dates through 2006, can only
be applied against the taxable income of Fuddruckers up to
approximately $1.1 million per year and are a significant factor
in lowering the Company's effective income tax rate. The
Company's effective tax rate on income before extraordinary item
was 36.7%, 34.2%, and 30.0% in 1995, 1994 and 1993,
respectively. The increase in the Company's effective tax rate
in 1995 and 1994 was a result of an increase in Federal
corporate tax rates on companies earning in excess of $10
million per year and the fixed amount of the net operating loss
carryforward which the Company can utilize each year. In
addition, in 1995, the targeted jobs tax credit, which was a
significant factor in lowering the Company's effective tax rate,
expired on December 31, 1994. Further contributing to the
increase in the Company's overall effective tax rate was an
increase in state income taxes as a result of the Company
increasing operations in high tax rate jurisdictions or becoming
subject to income taxes in high tax rate jurisdictions in which
it did not previously do business.
The Company adopted Statement of Financial
Accounting Standards No. 109 - "Accounting for Income Taxes"
("SFAS 109") in 1994. The Company elected to record the effect
of adopting SFAS 109 in the 1994 consolidated financial
statements, rather than by restating prior year's financial
statements. The adoption of SFAS 109 had no material impact on
net income and earnings per share.
<PAGE>
Gain on Extinguishment of Debt
During 1993, in connection with the repayment of debt
using the proceeds from the sale of Common Stock and Convertible
Subordinated Notes, the Company negotiated certain discounts in
exchange for up-front cash payments. In addition, a majority
owned subsidiary settled certain debt in exchange for an
up-front cash payment. The Company's interest in such gains,
net of related expenses and income taxes, are reported as an
extraordinary gain.
Earnings Per Share
Primary earnings per share in 1995 increased 31% due
to increased earnings and lower Preferred Stock dividends
despite 684,330 additional shares issued in connection with the
conversion of certain convertible debentures. Primary earnings
per share on income before extraordinary item increased 14% in
1994 as compared to 1993 due to a 49% increase in income before
extraordinary item offset, in part, by the effect of the
$800,000 Preferred Stock dividend and the additional shares
outstanding as a result of the sale of 575,000 shares of Common
Stock in March 1993.
Fully diluted earnings per share in 1995 increased
23% due to increased earnings, offset partially by an increase in
the weighted average number of outstanding shares principally
due to the granting of 154,905 of employee stock options. The
20% increase in fully diluted earnings per share on income
before extraordinary item in 1994 was due to increased earnings
offset by an increase in the weighted average number of
outstanding shares as a result of the Common Stock and
Convertible Subordinated Notes sold in March 1993. Lower fully
diluted earnings per share, as compared to primary earnings per
share, is due to the inclusion, in the computation of fully
diluted earnings per share, the weighted average number of
shares issuable upon conversion of the Preferred Stock and
Convertible Subordinated Notes. As such, there is no impact on
fully diluted earnings per share upon conversion of Convertible
Subordinated Notes or Preferred Stock. Shares issuable upon
conversion of the Convertible Subordinated Notes or Preferred
Stock are not included in the computation of primary earnings
per share since such securities were not considered Common Stock
equivalents at the time of issuance.
Seasonality
As a result of the Company's strong presence in the
educational foodservice segment, the contract foodservice and
vending operations of Daka are subject to seasonal patterns.
Revenues tend to be lower in June, July, August, December and
January when school enrollment is reduced. The seasonal decline
is further accentuated by corporate clients, whose employees
take vacations during the summer.
Fuddruckers' sales have historically been higher in
March, June, July and August, and lower in January, February,
September and October, due primarily to dining habits of its
guests and eating out trends of the general public.
Accounting Pronouncement Not Yet Adopted
In March 1995, the Financial Accounting Standards
Board issued Statement of Financial Accounting Standards No. 121
- - "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed of" ("SFAS 121"). SFAS 121,
which is not effective until the Company's fiscal year beginning
July 1, 1996, requires an evaluation of the productive assets of
the Company in relation to the future cash flows generated in
order to determine if an impairment of the assets' value exists.
Management has not yet fully determined the impact of SFAS 121,
but it is not expected to have a material impact on the
Company's results of operations and financial condition.
<PAGE>
FINANCIAL CONDITION AND LIQUIDITY
Working capital amounted to $10.2 million at July 1,
1995, an increase of $4.9 million, as compared to working
capital of $5.3 million at July 2, 1994. Cash on hand at July
1, 1995 aggregated $7.2 million, an increase of $2.2 million as
compared to cash on hand of $5.0 million at July 2, 1994.
In 1995 the Company amended its revolving
line-of-credit agreement increasing the Company's borrowing
capacity from $35 million to $75 million and extended the
maturity date to December 1997. At July 1, 1995, the Company
had available borrowing capacity of approximately $23 million
under its line-of-credit agreement. Also in 1995, the Company
arranged for sale-leaseback financing of $30 million for up to
25 newly constructed Fuddruckers restaurants. At July 1, 1995,
$24.3 million of the sale-leaseback financing was available for
use. Any unused commitment expires on September 12, 1995. The
Company has also arranged separate sale-leaseback financing for
the construction of up to three new Champps restaurants.
Cash used for capital expenditures aggregated $36.0
million during 1995 and included leaseholds and equipment for
the 22 new Fuddruckers restaurants opened in 1995, leaseholds
and equipment for Fuddruckers restaurants currently under
construction and scheduled to open during the first half of
fiscal 1996, upgrades at existing Fuddruckers restaurants,
upgrading of data processing systems, and improvements made to
facilities of foodservice clients. Also during 1995, the
Company paid approximately $22.1 million in cash for the
educational and corporate foodservice contracts and related
assets of ServiceMaster, certain foodservice contracts acquired
from Rowe, Inc. and one franchised Fuddruckers restaurants
acquired.
Cash used to fund the capital expenditures and the
1995 acquisitions was obtained from the approximately $24.4
million of cash provided by operating activities, $30 million of
borrowing under the Company's line-of-credit agreement and $5.7
million of proceeds received from sale-leaseback financing
completed for five Fuddruckers restaurants. In addition, the
purchase price for the working capital assets, which consisted
primarily of accounts receivable related to the foodservice
contracts acquired from ServiceMaster, was financed by the
issuance of a deferred payment obligation which was paid by the
Company in June 1995.
The Company has kept its restaurants and foodservice
locations in good condition and does not believe that
significant capital expenditures will be required in the near
future to maintain these properties.
Long-term debt includes, among other things, $20,538
of remaining Convertible Subordinated Notes. The Notes mature
on March 15, 2003, bear interest at 7%, require semi-annual
payments of interest only, may be converted by the holder into
Common Stock of the Company at $12 a share at any time and may
be redeemed by the Company at any time after March 26, 1996.
During 1995 $8,212 of Notes were converted into Common Stock.
Subsequent to year end an additional $4,158 of Notes were
converted into Common Stock.
The Company plans to open 30 new Fuddruckers
restaurants, continue to make improvements at facilities of its
foodservice clients, invest in improved data processing systems
and open between two and four new Champps restaurants in 1996.
Management believes that cash flow from operations, existing
cash, sale-leaseback financing and available borrowings under
its line-of-credit will provide sufficient liquidity to pay all
liabilities in the normal course of business, fund capital
expenditures and service debt requirements for the foreseeable
future.
Item 8. Financial Statements and Supplementary Data.
The information required under this Item 8 is set
forth on pages F-1 through F-22 of this Report.
<PAGE>
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.
There are no items that are required to be disclosed pursuant to this Item.
<PAGE>
PART III
Item 10. Directors and Executive Officers of the Registrant.
Directors of Registrant
The Board of Directors consists of seven members. Two of the
directors are elected annually by the holders of the Series A
Preferred Stock for one-year terms so long as more than 25% of
the Series A Preferred Stock originally issued remains
outstanding. The remaining five directors are divided into
three classes, with the directors of each class elected to
three-year terms. One class stands for election at each Annual
Meeting.
The following table sets forth certain information regarding
members of the Board of Directors:
<TABLE>
<CAPTION>
Name Age Principal Director Expiration
Occupation Since of Term Class
<S> <C> <C> <C> <C> <C>
William H. Baumhauer 47 Chairman, Chief September 1997 III
Executive Officer 1988
and Director of the
Company and President
of Fuddruckers, Inc.
Allen R. Maxwell 56 President, Chief September 1997 III
Operating Officer and 1988
Director of the Company
and President of Daka, Inc.
Erline Belton 51 President and Chief December 1996 II
Executive Officer of 1993
The Lyceum Group.
Alan D. Schwartz 45 Senior Managing September 1996 II
Director of Corporate 1988
Finance for Bear,
Stearns & Co., Inc.
E. L. Cox 68 Chairman of the Board September 1995 I
and Chief Executive 1988
Officer of the
Michigan Accident Fund.
Eric C. Larson 40 Managing Director, January 1995 *
First Chicago Equity 1992
Capital, a division of
the First National
Bank of Chicago.
Timothy A. Dugan 29 Vice President, First January 1995 *
Chicago Equity 1992
Capital, a division
of the First National
Bank of Chicago.
</TABLE>
*Elected annually by the holders of the Series A Preferred Stock.
<PAGE>
The name, age, principal occupation during the past five years
and other information concerning each director are set forth
below:
William H. Baumhauer, 47, has served as Chairman of the Board
and Chief Executive Officer of the Company since November 1990
and as a Class III Director since September 1988. He served as
President and Chief Operating Officer of the Company from
September 1988 to November 1990. He has also served Fuddruckers,
Inc. as Chairman of the Board since March 1985, President since
January 1985 and as a director since July 1983.
Allen R. Maxwell, 56, has served as President and Chief
Operating Officer of the Company since November 1990 and as a
Class III Director since September 1988. He served as Executive
Vice President of the Company from September 1988 until November
1990. He has also served as President of Daka, Inc. since
November 1988. Formerly he served as Executive Vice President
of Administration of Daka, Inc. since 1985, as Vice President of
Administration of Daka, Inc. since 1979, and as Vice President
of Personnel since 1973.
Erline Belton, 51, has served as a Class II director of the
Company since December 1993. She has served as President and
Chief Executive Officer of The Lyceum Group, a human resource
consulting firm, since September 1992. She served as Senior
Vice President of Human Resource and Organizational Development
for Progressive Insurance Companies from April 1991 through
September 1992. She also served as International Human
Relations Director, as well as several other human resources
positions, with Digital Equipment Corporation from 1978 through
April 1991. Ms. Belton serves on the Board of Directors of Personal
Physician Care, Inc.; Concord Center for American Studies, The
National Leadership Coalition on AIDS; Museum of African American
History; Civil Rights Project, Inc.; Cleveland International Film Society;
The Greater Cleveland Chapter of the American Red Cross; Cleveland
Council on World Affairs and the Ohio State University Visiting Committee.
Alan D. Schwartz, 45, has served as a Class II director of the
Company since September 1988 and as a director of Fuddruckers,
Inc. from September 1984 until November 1988. Mr. Schwartz is
Senior Managing Director-Corporate Finance of Bear, Stearns &
Co. Inc., and a director of its parent, The Bear Stearns
Companies, Inc. He has been associated with that investment
banking firm for more than five years. Mr. Schwartz is also a
director of Protein Databases, Inc. and a member of the Board of
Visitors of the Fuqua School of Business at Duke University.
E. L. Cox, 68, has served as a Class I director of the Company
since September 1988 and as a director of Fuddruckers, Inc. from
June 1988 until November 1988. Mr. Cox has been Chairman and
Chief Executive Officer of the Michigan Accident Fund since
February 1990. Prior thereto Mr. Cox served as Chairman and
Chief Executive Officer of Amerisure Companies and its
affiliated insurance companies from May 1981 through January
1991. Mr. Cox is also a member of the Board of Directors of
Comerica, Inc., a publicly-traded financial institution, and a
director of various trade associations in the insurance industry.
Eric C. Larson, 40, has served as a director of the Company
since January 1992 and has been employed by the First National
Bank of Chicago and its affiliates in various capacities since
May 1984. Mr. Larson is Managing Director of First Chicago
Equity Capital. Prior thereto, he served as a Vice President of
the First Chicago Merchant Bank and a Senior Investment Manager
of First Chicago Venture Capital. Mr. Larson is also a general
partner of Cross Creek Partners, an investment partnership
composed of individual officers of First Chicago. Mr. Larson is
also a director of M-Wave, Inc.
Timothy A. Dugan, 29, has served as a director of the Company
since January 1992 and has been employed by the First National
Bank of Chicago and its affiliates in various capacities since
July 1987. Mr. Dugan is a Vice President of First Chicago
Equity Capital. Prior thereto, he was an Investment Officer of
the First Chicago Merchant Bank. Mr. Dugan is also a general
partner of Cross Creek Partners, an investment partnership
composed of individual officer of First Chicago. Mr. Dugan is
also a director of M-Wave, Inc.
Directors' Compensation
Directors receive $1,000 plus travel expenses per meeting. In
addition, each Director is granted options to purchase 1,500 shares
of Common Stock at an exercise price equal to the fair market value
of the Common Stock five days after the annual shareholders meeting.
The options vest one year after the grant date.
<PAGE>
Executive Officers of the Registrant
Certain information is set forth below concerning the executive
officers of the Company:
<TABLE>
<CAPTION>
Name Age Position
<S> <C> <C>
William H. Baumhauer 47 Chairman of the Board and Chief
Executive Officer
Allen R. Maxwell 56 Director, President and Chief Operating
Officer
Michael A. Woodhouse 50 Senior Vice President, Chief Financial
Officer and Treasurer
David G. Parker 47 Senior Vice President and Chief
Administrative Officer
Charles W. Redepenning, Jr. 39 Senior Vice President, General
Counsel and Secretary
Louis A. Kaucic 44 Senior Vice President, Human Resources
</TABLE>
William H. Baumhauer has served as Chairman of the Board and
Chief Executive Officer of the Company since November 1990 and
as a Class III Director since September 1988. He served as
President and Chief Operating Officer of the Company from
September 1988 to November 1990. He has also served Fuddruckers,
Inc. as Chairman of the Board since March 1985, President since
January 1985 and as a director since July 1983.
Allen R. Maxwell has served as President and Chief Operating
Officer of the Company since November 1990 and as a Class III
Director since September 1988. He served as Executive Vice
President of the Company from September 1988 until November
1990. He has also served as President of Daka, Inc. since
November 1988. Formerly he served as Executive Vice President
of Administration of Daka, Inc. since 1985, as Vice President of
Administration of Daka, Inc. since 1979, and as Vice President
of Personnel since 1973.
Michael A. Woodhouse joined the Company in June 1993. Prior to
joining the Company, he was Chief Financial Officer of TIA'S,
Inc. from June 1992 through June 1993; Executive Vice President
and Chief Financial Officer of Metromedia Steakhouses, Inc. from
June 1989 to May 1992 and Executive Vice President and Chief
Financial Officer of TGI Fridays, Inc. from June 1987 to June
1989.
David G. Parker has served as Chief Administrative Officer for
the Company since November 1990 and as Senior Vice President -
Administration of the Company since January 1989. Previously he
served in various executive capacities for Fuddruckers including
Senior Vice President and Vice President of Purchasing and
Administration.
Charles W. Redepenning, Jr. has served as Senior Vice President
of the Company since January 1991 and as General Counsel and
Secretary of the Company since November 1988. He also served as
Vice President, General Counsel and Secretary of Fuddruckers
since July 1987.
Louis A. Kaucic joined the Company in July 1992. Prior to
joining the Company he was employed by Pizza Hut, a division of
PepsiCo, as Director of Employee Relations from 1990 to 1992 and
as both Region and Field Division Human Resources Director from
1982 to 1989. Prior to joining Pizza Hut, he was Industrial
Relations Manager with Kellogg's Food from 1978 to 1982.
<PAGE>
Item 11. Executive Compensation.
The following tables provide information as to compensation paid
by the Company during each of the three previous fiscal years
ending with the fiscal year ended July 1, 1995 to the Company's
Chief Executive Officer and the four other most highly
compensated executive officers whose total salary and bonus for
fiscal 1995 exceeded $100,000:
Summary Compensation Table
<TABLE>
<CAPTION>
Long-Term
Compensation
Annual Awards
Name and Compensation Other Annual Options All Other
Principal Position Year Salary Bonus Compensation SARs(1) Compensation(2)
<S> <C> <C> <C> <C> <C> <C>
William H. Baumhauer 1995 $325,000 $230,000 $380,000
Chairman and Chief 1994 303,708 161,000 9,000
Executive Officer 1993 281,500 100,000
Allen R. Maxwell 1995 248,850 50,000 60,000(3) 5,000
President and Chief 1994 256,036 80,500 60,000(3)
Operating Officer 1993 237,000 25,000 60,000(3)
David G. Parker 1995 171,500 30,000 1,500
Senior Vice President 1994 174,798 36,750 1,500
and Chief 1993 164,671 10,000 1,500
Administrative
Officer
Michael A. Woodhouse 1995 160,000 20,000 1,500
Senior Vice President,1994 149,553 34,125 13,524 21,500
and Chief Financial 1993 6,154
Officer
Louis A. Kaucic 1995 154,500 25,000 1,500
Senior Vice President,1994 157,471 36,750 1,500
Human Resources 1993 150,000 29,822 11,500
</TABLE>
(1) Represents number of options to acquire Common Stock granted
during the fiscal year.
(2) Represents amount earned pursuant to a long-term incentive
plan. Amount earned under such plan vests on June 30, 1997 and
is payable in either cash or stock at the option of the Company.
No portion of the amount earned under the plan vests or is
payable until June 30, 1997.
(3) In lieu of the receipt of senior executive stock options
issued in fiscal 1992 in connection with the recapitalization of
the Company, the Company provides to Allen R. Maxwell an annuity
for which the Company pays to an insurance company $60,000 per
year for five years, which payments commenced in fiscal 1992.
<PAGE>
Option Grants in Fiscal 1995
<TABLE>
<CAPTION>
Potential Realizable
%of Value at Assumed Annual
Total Options Rates of Stock Price
Granted to Exercise Appreciation for Option
Options Employees in Price Expiration Term (10 years)
Name Granted Fiscal Year Per Share Date 5%($) 10 %($)
<S> <C> <C> <C> <C> <C> <C>
Allen R. Maxwell 5,000 3.2% $12.88 12/11/04 $40,500 $102,650
David G. Parker 1,500 1.0% 12.88 12/11/04 12,150 30,795
Louis A. Kaucic 1,500 1.0% 12.88 12/11/04 12,150 30,795
Michael A.
Woodhouse 1,500 1.0% 12.88 12/11/04 12,150 30,795
</TABLE>
Aggregate Option Exercises in Fiscal 1995
and Year-End Option Values
<TABLE>
<CAPTION>
Number of Beneficial Value of Outstanding
Shares Options at Fiscal In-the-Money Options
Acquired Value Year-End at Fiscal Year-End(1)
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
William H. Baumhauer 159,400 27,600 $3,000,405 $514,050
Allen R. Maxwell 35,000 669,975
David G. Parker 34,900 7,600 618,498 141,550
Louie A. Kaucic 13,000 218,548
Michael A. Woodhouse 23,000 297,735
</TABLE>
(1) Calculated as the difference between the fair market value
of the exercisable and unexercisable stock options based on the
closing bid price on the NASDAQ National market of $23.13 per
share on July 1, 1995, and the exercise price of such options.
Long-Term Incentive Plan - Award in Fiscal 1995
<TABLE>
<CAPTION>
Number of Performance or
Shares, Units Other Period Estimated Future Payouts Under Non-Stock
or Other Until Maturation Price-Based Plans
Name Rights or Payout Threshold Target Maximum
<S> <C> <C> <C> <C> <C>
William H. Baumhauer (1) June 30, 1997
</TABLE>
(1) The Long-Term Incentive Plan implemented by the Company's
Board of Directors on July 3, 1994 for the CEO is designed to
provide an incentive payment, payable in the form of either cash
or stock, equal to 2% of the increase in the market value of the
Company, as determined by the average 30 day trading price of
the common stock and the weighted average number of shares
outstanding, from July 3, 1994 to June 30, 1997 in excess of 15%
of the market value at June 30, 1994. The incentive payment
vests on June 30, 1997.
<PAGE>
Item 12. Security Ownership of Certain Beneficial Owners and
Management.
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information, as of
October 20, 1995, with respect to each person known by the
Company to be the beneficial owner of more than 5% of any class
of the voting stock of the Company, each director or nominee of
the Company, executive officers included in the Summary
Compensation Table and directors and executive officers of the
Company as a group:
<TABLE>
<CAPTION>
Beneficial Ownership
--------------------------------------
Percentage
---------- --------------------
Name and Address of Number of Common Voting
Beneficial Owner Shares (1) Stock Stock(2)
<S> <C> <C> <C>
William H. Baumhauer (3) 159,400(4) 2.3% 2.2%
Allen R. Maxwell (3) 392,766(5) 5.7 5.5
E.L. Cox (6) 5,500(7) * *
Erline Belton (8) 3,500(9) * *
Alan D. Schwartz (10) 7,000(11) * *
Eric C. Larson (12)(13) 30,909(14) * *
Timothy A. Dugan (13)(15) 30,909(14) * *
David G. Parker (3) 34,900(16) * *
Louis A. Kaucic (3) 14,500(17) * *
Michael A. Woodhouse (3) 3,000(18) * *
T. Rowe Associates, Inc. (19)(20) 444,249 6.4 6.2
All directors and executive officers
as a group (10 persons) 652,975(21) 9.4%(14) 9.1%
</TABLE>
___________
*Less than 1%
(1) Beneficial share ownership is determined pursuant to Rule
13d-3 promulgated under the Securities Exchange Act of 1934, as
amended. Accordingly, a beneficial owner of a security includes
any person who, directly or indirectly, through any contract,
arrangement, understanding, relationship or otherwise has or
shares the power to vote such security or the power to dispose
of such security. The amounts set forth in the table as
beneficially owned include shares owned, if any, by spouses and
relatives living in the same home as to which beneficial
ownership may be disclaimed. The amounts set forth in the table
as beneficially owned include (i) shares of Common Stock which
directors and executive officers have the right to acquire
pursuant to previously granted options exercisable within 60
days of July 1, 1995, and (ii) shares of Common Stock which may
be acquired by the holders of 11,911.5 shares of Series A
Preferred Stock outstanding as of October 20, 1995. Each share
of Series A Preferred Stock is entitled to one vote on each
matter submitted to a vote of stockholders for each share of
Common Stock issuable upon conversion of the share of Series A
Preferred Stock at the time the vote is taken. Holders of the
Series A Preferred Stock are entitled to class voting rights on
certain matters.
(2) Includes all outstanding shares of Common Stock and Series A
Preferred Stock. For purposes of determining the percentages
set forth in the table, each share of Series A Preferred Stock
is counted as the equivalent of 22,222 shares of Common Stock
into which it can be converted, because it is entitled to one
vote on each matter submitted to a vote of stockholders for each
share of Common Stock issuable upon conversion.
(3) The address of the beneficial owner is One Corporate Place,
55 Ferncroft Road, Danvers, MA 01923-4001.
<PAGE>
(4) Includes 49,000 and 110,400 shares of Common Stock issuable
upon exercise of options granted pursuant to the Company's
Non-Qualified Stock Option Plan (the "Non-Qualified Plan") and
the Company's Senior Executive Stock Option Plan (the "Executive
Plan"), respectively.
(5) Includes 30,000 and 5,000 shares of Common Stock issuable upon
exercise of options granted pursuant to the Non-Qualified Plan and the
1994 Equity Incentive Plan (the "Plan"), respectively.
(6) The address of the beneficial owner is 2215 Covey Court,
Grand Rapids, MI 49546.
(7) Includes 4,000 and 1,500 shares of Common Stock issuable upon exercise
of options granted pursuant to the Non-Qualified Plan and the 1994 Plan,
respectivley.
(8) The address of the beneficial owner is 41 Hawthorne Street,
Roxbury, MA 02119.
(9) Includes 1,000 and 1,500 shares of Common Stock issuable upon exercise
of options granted pursuant to the Non-Qualified Plan and the 1994 Plan,
respectively.
(10) The address of the beneficial owner is 245 Park Avenue, New
York, NY 10167.
(11) Includes 5,500 and 1,500 shares of Common Stock issuable upon
exercise of options granted pursuant to the Non-Qualified Plan and the 1994
Plan, respectively.
(12) Mr. Larson is a general partner of Cross Creek Partners I,
an investment partnership composed of individual officers of
First Chicago, an affiliate of First Capital Corporation of
Chicago ("FCCC"). Mr. Larson is the beneficial owner of a
portion of the 1,323.4 shares of Series A Preferred Stock held
by Cross Creek Partners I by virtue of his general partnership
interest therein.
(13) The address of the beneficial owner is The First National
Bank of Chicago, Three First National Plaza, Chicago, IL 60670.
(14) Assumes conversion of all outstanding shares of Series A
Preferred Stock owned by the beneficial owner.
(15) Mr. Dugan is general partner of Cross Creek Partners I, an
investment partnership composed of individual officers of First
Chicago, an affiliate of FCCC. Mr. Dugan is the beneficial
owner of a portion of the 1,323.4 shares of Series A preferred
Stock held by Cross Creek Partners I by virtue of his general
partnership interest therein.
(16) Includes 1,500, 1,500, 1,500 and 30,400 shares of Common
Stock issuable upon exercise of options granted pursuant to the
Non-Qualified Plan, the Incentive Stock Option Plan (the "Incentive
Plan"), the 1994 Plan and the Executive Plan, respectively.
.
(17) Includes 11,500, 1,500 and 1,500 shares of Common Stock
issuable upon exercise of options granted pursuant to the Non-Qualified
Plan, the Incentive Plan and the 1994 Plan, respectively.
<PAGE>
(18) Includes 3,000 shares of Common Stock issuable under
options granted pursuant to the Incentive Plan.
(19) The address of the beneficial owner is 100 E. Pratt Street,
Baltimore, MD 21202.
(20) This information is based on a Schedule 13G, dated May 10,
1995, filed by T. Rowe Associates, Inc. with the Securities and
Exchange Commission.
(21) Includes shares of Common Stock issuable upon exercise of
stock options previously granted and 29,409 shares of Common
Stock issuable upon conversion of 1,323.4 shares of Series A
Preferred Stock held by Cross Creek Partners I, of which each of
Messrs. Larson and Dugan is a general partner.
<PAGE>
Item 13. Certain Relationships and Related Transaction.
There are no items that are required to be disclosed pursuant to this item.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
The following are being filed as part of this Annual Report on Form 10-K.
A. Financial Statements:
Independent Auditors' Report
Consolidated Balance Sheets - July 1, 1995 and July 2, 1994.
Consolidated Statements of Income - Years ended July 1, 1995,
July 2, 1994 and June 26, 1993.
Consolidated Statements of Cash Flows - Years ended July 1, 1995,
July 2, 1994, and June 26, 1993.
Consolidated Statements of Stockholders' Equity - Years ended
July 1, 1995, July 2, 1994, and June 26, 1993.
Notes to Consolidated Financial Statements - Years ended July 1, 1995,
July 2, 1994, and June 26, 1993.
B. Financial Statement Schedules:
There are no Financial Statement Schedules required to be filed.
Information required by Article 12 of Regulation S-X with respect to
Valuation and Qualifying Accounts has been included in the Notes to
the Consolidated Financial Statements.
C. Exhibits:
4.4(a) Certificate of Incorporation Registration.
4.5* Certificate of Designation, Preferences and Rights of Preferred
Stock by Resolution of the Board of Directors Providing for the
Issue of 100,000 Shares of Preferred Stock Designated the Series A
Preferred Stock.
4.6(a) By-laws of Registrant.
4.6(a) Specimen Certificate for Common Stock of Registrant.
4.7* Form of 7% Convertible Subordinated Note due 2003 (included as
Exhibit A to Exhibit 4.8).
4.8* Form of Indenture between the Registrant and The First National Bank
of Boston, as Trustee.
10.1* Employment Agreement dated January 1, 1992 between Registrant and
William H. Baumhauer.
10.2* Employment Agreement dated January 1, 1992 between Registrant and
Allen R. Maxwell.
<PAGE>
10.4(b) Amended and Restated Trust Agreement dated as of October 1, 1984
and the Second through Seventh Amendments thereto most recently
dated September 15, 1990, relating to the Daka Thrift Plan.
10.6(a) Incentive Stock Option Plan of the Registrant.
10.7(a) Non-Qualified Stock Option Plan of the Registrant.
10.8* Senior Executive Stock Option Plan of the Registrant.
10.9* Primary Distribution Agreement effective December 1, 1992
between the Registrant and Kraft Foodservice, Inc.
10.10* Purchase Agreement dated June 6, 1992 between the Registrant
and the Estate of Gerald R. Mason.
10.11(c)Exchange Agreement dated as of September 6, 1991 among Terry
Vince, Sybil Vince, the Registrant and Daka, Inc.
10.12(d)Preferred Stock Purchase Agreement dated as of October 23, 1991
and amended by Amendment No. 1 dated as of December 19, 1991,
among the Registrant, First Capital Corporation of Chicago and
Cross Creek Partners I.
10.13* Registration Agreement dated January 17, 1992, among the Registrant,
First Capital Corporation of Chicago and Cross Creek Partners I.
10.14* Amended and Restated Credit Agreement dated April 29, 1994 between
the Company and the Chase Manhattan Bank, as agent, and related
notes and security agreements.
10.15* Non-Competition Agreement dated October 4, 1991 between the
Registrant, Daka, Inc. and Terry Vince.
10.16* Letter Agreement dated March 27, 1992 between the Registrant and
Atlantic Restaurant Ventures, Inc.
10.17(e)Asset Purchase Agreement by and among Daka, Inc. as Buyer and
Service America Corporation as Seller, dated July 30, 1993.
10.18* Asset Purchase Agreement between Discus Corporation and certain
of its subsidiaries as sellers and Fuddruckers, Inc. as buyer
dated April 15, 1994.
10.19* Americana Dining Corporation Stock Purchase Agreement (formerly
Champps Development Corporation) dated March 3, 1994.
10.20* Financing Commitment from Casual Dining Ventures, Inc., a wholly
owned subsidiary, to Americana Dining Corporation (formerly Champps
Development Corporation).
10.21* First Amendment Agreement dated as of December 30, 1994 among
DAKA International, Inc. and the Chase Manhattan Bank, N.A.
10.22(f) Business Transfer Agreement by and between Daka Restaurants, L.P.
as Transferee and ServiceMaster Management Services L.P. as
Transferor as of February 8, 1995.
<PAGE>
10.23(f) Limited Partnership Agreement of Daka Restaurants, L.P. as of
February 8, 1995.
10.24(f) Put and Call Agreement by and between DAKA International, Inc.
and ServiceMaster Management Services L.P. as of February 8, 1995.
10.25* Second Amendment Agreement dated as of March 21, 1995 among DAKA
International, Inc. and the Chase Manhattan Bank, N.A.
11* Computation Regarding Per Share Earnings.
21* Subsidiaries of the Registrant.
25* Powers of Attorney.
- ----------------
* Previously filed.
(a) Exhibit to Registrant's Registration Statement on Form S-4
(No. 33-24819), as filed on October 7, 1988 and amended by Amendment
No. 1, filed on October 13, 1988, and incorporated herein by reference.
(b) Exhibit to Registrant's Annual Report on Form 10-K for the fiscal year
ended June 30, 1990, and incorporated herein by reference.
(c) Exhibit to the Registrant's Current Report on Form 8-K dated
October 4, 1991, and incorporated herein by reference.
(d) Exhibit to the Registrant's Current Report on Form 8-K dated
January 17, 1992, and incorporated herein by reference.
(e) Exhibit to the Registrant's Current Report on Form 8-K dated
August 16, 1993, and incorporated herein by reference.
(f) Exhibit to the Registrant's Current Report on Form 8-K dated
February 23, 1995, and incorporated herein by reference.
D. Reports on Form 8-K
The Company filed Form 8-K/A on April 21, 1995 with
respect to the acquisition of the educational and corporate
dining contracts of ServiceMaster Management Services L.P. by
Daka Restaurants, L.P. an 80.01% consolidated subsidiary of Daka.
The Company filed Form 8-K on October 13, 1995 with respect to the
merger of Champps Entertainment, Inc. with the Company.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
DAKA INTERNATIONAL, INC.
(Registrant)
By: /s/Michael A. Woodhouse
-------------------------
Michael A. Woodhouse
Senior Vice President, Chief
Financial Officer and Treasurer
(Principal Financial and Principal
Accounting Officer)
Date: October 20, 1995
Pursuant to the requirement of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf
of the Registrant, and in the capacities and on the date indicated.
Signature Title
- --------- -----
/s/William H. Baumhauer Chairman of the Board and
- ----------------------- Chief Executive Officer
William H. Baumhauer (Principal Executive Officer)
Allen R. Maxwell* Director, President and
Chief Operating Officer
E. L. Cox* Director
Timothy A. Dugan* Director
Eric C. Larson* Director
Erline Belton* Director
Alan D. Schwartz* Director
/s/Michael A. Woodhouse Senior Vice President, Chief Financial
- ----------------------- Officer and Treasurer
Michael A. Woodhouse (Principal Financial and Principal
Accounting Officer)
*By: /s/William H. Baumhauer Date: October 20, 1995
-----------------------
William H. Baumhauer
Attorney-In-Fact
<PAGE>
INDEPENDENT AUDITORS' REPORT
DAKA International, Inc.:
We have audited the accompanying consolidated balance
sheets of DAKA International, Inc. and its subsidiaries as of
July 1, 1995 and July 2, 1994 and the related consolidated
statements of income, stockholders' equity and cash flows for
each of the three years in the period ended July 1, 1995. These
financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with generally
accepted auditing standards. Those standards require that we
plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, such consolidated financial
statements present fairly, in all material respects, the
financial position of DAKA International, Inc. and its
subsidiaries as of July 1, 1995 and July 2, 1994 and the results
of their operations and their cash flows for each of the three
years in the period ended July 1, 1995, in conformity with
generally accepted accounting principles.
Deloitte & Touche LLP
Boston, Massachusetts
August 29, 1995
<PAGE>
DAKA INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except per share amounts)
<TABLE>
<CAPTION>
July 1, July 2,
1995 1994
<S> <C> <C>
ASSETS:
Current assets:
Cash and cash equivalents $ 7,236 $ 5,040
Accounts receivable, net 29,844 25,642
Inventories 9,295 7,730
Prepaid expenses and other current assets 1,530 1,743
-------- --------
Total current assets 47,905 40,155
-------- --------
Property and equipment:
Land 8,751 6,109
Buildings and leasehold improvements 74,106 57,036
Equipment 32,467 24,107
-------- --------
115,324 87,252
Accumulated depreciation and amortization (28,811) (23,489)
-------- --------
Property and equipment, net 86,513 63,763
-------- --------
Investments in, and advances to, affiliates 511 80
Other assets, net 30,524 14,671
Deferred income taxes 2,327 186
-------- --------
$167,780 $118,855
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities:
Accounts payable $ 19,492 $ 16,988
Accrued expenses 17,364 16,501
Current portion of long-term debt 613 1,312
Deferred income taxes 236 85
-------- --------
Total current liabilities 37,705 34,886
-------- --------
Long-term debt 68,497 46,140
Other long-term liabilities 8,830 3,133
Minority interests 3,012 1,916
Commitments and contingencies (Note 10)
Stockholders' equity:
Preferred Stock, $.01 par value;
$100 liquidation preference;
1,000,000 shares authorized; 100,000
shares issued and outstanding at
July 1, 1995 and July 2, 1994 1 1
Common Stock, $.01 par value;
20,000,000 shares authorized;
4,495,193 and 3,773,503 issued and
outstanding at July 1, 1995 and
July 2, 1994 46 38
Capital in excess of par value 38,848 30,616
Retained earnings 10,841 2,125
-------- --------
Total stockholders' equity 49,736 32,780
-------- --------
$167,780 $118,855
======== ========
</TABLE>
See notes to consolidated financial statements.
<PAGE>
DAKA INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF INCOME
Years Ended July 1, 1995, July 2, 1994 and June 26, 1993
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
1995 1994 1993
<S> <C> <C> <C>
Revenues:
Sales $309,542 $239,352 $174,015
Management fees and
franchising income 11,063 10,443 8,648
-------- -------- --------
320,605 249,795 182,663
-------- -------- --------
Costs and expenses:
Cost of sales and
operating expenses 262,017 201,189 145,395
Selling, general and
administrative expenses 29,742 27,304 23,434
Depreciation and amortization 10,820 8,223 5,186
Interest expense 4,256 2,738 2,361
Interest income (631) (251) (428)
Minority interests (8) 99 76
-------- -------- --------
306,196 239,302 176,024
-------- -------- --------
Income before extraordinary
item and income taxes 14,409 10,493 6,639
Income tax expense 5,293 3,591 1,992
-------- -------- --------
Income before extraordinary item 9,116 6,902 4,647
Extraordinary item-gain on
extinguishment of debt, net 462
-------- -------- --------
Net income 9,116 6,902 5,109
Preferred Stock dividends 400 800
-------- -------- --------
Income available for
common stockholders $ 8,716 $ 6,102 $ 5,109
======== ======== ========
Earnings per share:
Primary:
Income before extraordinary item $ 2.03 $ 1.55 $ 1.36
Income available for
common stockholders 2.03 1.55 1.49
Fully diluted:
Income before extraordinary item 1.18 0.96 0.80
Income available for
common stockholders 1.18 0.96 0.87
</TABLE>
See notes to consolidated financial statements.
<PAGE>
DAKA INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended July 1, 1995, July 2, 1994 and June 26, 1993
(In thousands)
<TABLE>
<CAPTION>
1995 1994 1993
<S> <C> <C> <C>
Cash flows from operating activities:
Net income $ 9,116 $ 6,902 $ 5,109
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 10,820 8,223 5,186
Extraordinary gain and other (139) (566)
Deferred income taxes (1,990)
Minority interests (8) 109 191
Change in assets and liabilities, net of
acquisitions:
Accounts receivable 4,139 (9,357) (2,230)
Inventories (58) (652) (377)
Other assets (3,090) 868 (1,250)
Accounts payable and accrued expenses (46) 2,579 (606)
Other long-term liabilities 5,697 800 (365)
Net cash provided by -------- -------- --------
operating activities 24,441 9,472 5,092
-------- -------- --------
Cash flows from investing activities:
Purchase of property and equipment (35,968) (14,702) (4,119)
Proceeds from sale of property
and equipment 1,227 477 468
Investment in, and advances to affiliates (120) (80)
Cash paid for acquisitions, net of
cash acquired of $175, $163 and
$14, respectively (11,954) (19,259) (4,420)
-------- -------- --------
Net cash used in investing activities (46,815) (33,564) (8,071)
-------- -------- --------
Cash flows from financing activities:
Borrowing under line-of-credit
agreement 30,300 15,669
Repayments of long-term debt and
deferred purchase price (11,418) (1,339) (24,316)
Proceeds from sale-leaseback facility 5,741
Sale of Preferred Stock by subsidiary 1,103
Payment of Preferred Stock dividends (400) (800)
Proceeds from sale of Common Stock,
net of costs of $563 5,187
Proceeds from sale of Convertible Notes,
net of costs of $1,284 27,466
Other 347 116 274
-------- -------- --------
Net cash provided by
financing activities 24,570 14,749 8,611
-------- -------- --------
Net increase (decrease) in
cash and cash equivalents 2,196 (9,343) 5,632
Cash and cash equivalents,
beginning of year 5,040 14,383 8,751
-------- -------- --------
Cash and cash equivalents,
end of year $ 7,236 $ 5,040 $ 14,383
======== ======== ========
Supplemental cash flow disclosures:
Cash paid for:
Interest $ 4,897 $ 2,541 $ 1,878
Income taxes $ 5,534 $ 4,022 $ 1,932
</TABLE>
During 1995, 1994 and 1993, the Company acquired
$856, $1,674 and $829 of assets by assuming directly related
liabilities and by entering into capital leases.
See notes to consolidated financial statements.
<PAGE>
DAKA INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Years Ended July 1, 1995, July 2, 1994 and June 26, 1993
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
Retained
Preferred Stock Common Stock Capital Earnings Total
Outstanding Par Outstanding Par In Excess (Accumulated Stockholders'
Shares Value Shares Value of Par Deficit) Equity
<S> <C> <C> <C> <C> <C> <C> <C>
Balance,
June 28, 1992 100,000 $1 3,078,720 $31 $24,988 $(9,086) $15,934
Sale of Common
Stock, net 575,000 6 5,181 5,187
Employee stock
options exercised 76,675 274 274
Net income 5,109 5,109
------- -- --------- --- ------- ------- -------
Balance,
June 26, 1993 100,000 1 3,730,395 37 30,443 (3,977) 26,504
Employee stock
options exercised 43,108 1 173 174
Preferred Stock
dividends (800) (800)
Net income 6,902 6,902
------- -- --------- --- ------- ------- -------
Balance,
July 2, 1994 100,000 1 3,773,503 38 30,616 2,125 32,780
Employee stock
options exercised 37,360 1 339 340
Shares issued upon
conversion of certain
Convertible Subordinated
Notes, net 684,330 7 7,893 7,900
Preferred Stock dividends (400) (400)
Net income 9,116 9,116
------- -- --------- --- ------- ------- -------
Balance,
July 1, 1995 100,000 $1 4,495,193 $46 $38,848 $10,841 $49,736
======= == ========= === ======= ======= =======
</TABLE>
See notes to consolidated financial statements.
<PAGE>
DAKA INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended July 1, 1995, July 2, 1994 and June 26, 1993
(Dollars in thousands, except per share amounts)
1. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying consolidated financial statements
include the accounts of DAKA International, Inc. (the
"Company") and its majority-controlled subsidiaries.
Significant intercompany balances and transactions have been
eliminated in consolidation.
Business
The Company's principal subsidiaries, Daka, Inc.
("Daka"), Fuddruckers, Inc. ("Fuddruckers") and Americana Dining
Corporation ("ADC"), operate in the contract foodservice and
restaurant industries. Daka provides restaurant style contract
foodservice management at a variety of schools and colleges as
well as other facilities. Fuddruckers owns, operates and
franchises Fuddruckers restaurants throughout the United States
and in Canada, Mexico, Australia and the Middle East. ADC, a
majority controlled subsidiary acquired during fiscal 1994, owns
and operates two restaurants in the Minneapolis area under the
name "Champps Sports Cafe" pursuant to a license agreement from
Champps Entertainment, Inc., licensor and franchisor of Champps
restaurants .
Fiscal Year
The Company's fiscal year ends on the Saturday
closest to June 30th. For purposes of these notes to the
consolidated financial statements, the fiscal years ended July
1, 1995, July 2, 1994 and June 26, 1993 are referred to as 1995,
1994 and 1993, respectively. Fiscal 1995, 1994 and 1993 contain
52, 53 and 52 weeks, respectively.
Classifications
Certain reclassifications have been made to the prior
years' consolidated financial statements in order to conform to
the 1995 presentation. Such reclassifications had no effect on
previously reported results of operations.
Cash Equivalents
The Company considers highly liquid investments with
an original maturity of three months or less at the date of
purchase to be cash equivalents.
Concentration of Credit Risk
The Company extends credit to its foodservice clients
and Fuddruckers' franchisees. The Company's foodservice clients
are comprised primarily of schools and colleges, corporate
offices, factories, healthcare facilities and governmental
offices located in the United States. Fuddruckers' franchisees
are located throughout the United States and in Canada, Mexico,
Australia and the Middle East.
The Company has an allowance for uncollectible
accounts receivable of $1,268, $928 and $494 at July 1, 1995,
July 2, 1994 and June 26, 1993, respectively. The Company
recorded bad debt expense of $638, $614 and $342 in 1995, 1994
and 1993, respectively, and had write-offs, net of recoveries
associated with uncollectible accounts receivable, of $298, $180 and
$80 in 1995, 1994 and 1993, respectively.
<PAGE>
Inventories
Inventories consist of food and supplies and are
stated at the lower of cost, determined using the first-in,
first-out method, or market value. Inventories also include the
initial cost of smallwares with replacements charged to expense
when purchased.
The components of inventories are as follows:
<TABLE>
<CAPTION>
1995 1994
<S> <C> <C>
Food and liquor $ 4,920 $ 3,826
Smallwares 2,906 2,644
Supplies 1,469 1,260
------- -------
$ 9,295 $ 7,730
======= =======
</TABLE>
Investments
Investments representing greater than 20% but not
more than 50% of the voting stock of the investee are accounted
for using the equity method.
Property and Equipment
Property and equipment is stated at cost and includes
an allocation of the purchase price for assets acquired in
connection with the purchase of certain restaurant and
foodservice businesses and the cost associated with improvements
made at facilities of its foodservice clients. The allocation
of the purchase price is based upon independent appraisals of
the assets acquired. Property and equipment is depreciated
using the straight-line method over the estimated useful lives
of the assets. Leasehold improvements, which include
improvements made at client facilities, are amortized over the
shorter of the lease or contract term or the estimated useful
life of the improvements. Useful lives range from 20 to 30
years for buildings and leasehold improvements and three to ten
years for equipment.
Interest costs incurred during the construction of
new, or the expansion and major remodeling of existing,
restaurants or foodservice facilities are capitalized as a
component of the cost of the property. During 1995, $362 of
interest expense was capitalized. There were no capitalizable
interest costs incurred in 1994 and 1993.
Leases
Leases which transfer substantially all benefits and
risks of ownership are accounted for as the acquisition of an
asset and the incurrence of an obligation. Amortization of
assets held under such lease arrangements is recorded using the
Company's depreciation policy for owned assets and is included
in depreciation and amortization expense. The related
obligation is amortized over the lease term at a constant
periodic rate of interest. All other leases are accounted for
as operating leases whereby the lease costs are expensed as
incurred.
Intangible Assets
The excess cost over the fair value of net assets of
businesses acquired, representing goodwill, and reacquired
franchise rights are amortized over ten years. On an annual
basis, the Company compares the carrying value of its intangible assets to
the projected undiscounted cash flow of the related businesses in
order to evaluate the propriety of the amortization periods.
<PAGE>
Deferred Financing Costs
Costs associated with the sale of the Convertible
Subordinated Notes, as well as costs incurred to obtain new
financing, are included in other assets and are amortized over
the lives of the related debt instruments which range from three
to ten years. A pro rata portion of the net unamortized costs
associated with the sale of the Convertible Subordinated Notes
is charged against capital in excess of par value as such Notes
are converted into Common Stock.
Accrued Insurance Costs
The Company is self insured for workers'
compensation, general liability and various other risks up to
specified limits. In addition, the Company is self-insured up
to certain limits for risks associated with the healthcare plan
provided for its Associates. Expenses associated with such
self-insurance programs are accrued based upon actuarial studies
which determine the estimated amount required to cover incurred
incidents and are discounted at 8%. In 1995, the Company
adopted Statement of Financial Accounting Standards No. 112 -
"Employers Accounting for Post Employment Benefits" ("SFAS
112"). The provisions of SFAS 112 require the recognition of
benefits provided to former or inactive employees during the
period that such employees render services. The adoption of
SFAS 112 had no material impact on net income and earnings per
share.
Other Long-Term Liabilities
Other long-term liabilities are comprised of deferred
royalty buydown payments, the liability under the long-term
incentive compensation plan, deferred rent liabilities and the
liability for workers' compensation and general liability
insurance.
Deferred Rent Assets and Liabilities
Deferred rent assets, included in other assets,
represent the difference between the cost and the net proceeds
received related to property sold pursuant to a sale-leaseback
agreement and are amortized on a straight-line basis over the
initial term of the lease. For leases which contain rent
escalations, the Company records the total rent payable during
the lease term on a straight-line basis over the term of the
lease. In addition, lease incentive payments received from
landlords are recorded as deferred rent liabilities and are
amortized on a straight-line basis over the lease term as a
reduction of rent expense.
Interest Rate Exchange Agreements
The Company has entered into interest rate exchange
agreements (swaps), as a means of managing interest rate risk
related to borrowings under the Company's revolving credit
agreement and certain capital leases. Periodic cash payments
either received or paid pursuant to swaps are accrued on a
settlement basis as an adjustment to interest expense. Swaps
are not held for trading purposes.
Revenue Recognition
In addition to recording sales, franchise and royalty
fees from its restaurant operations, the Company records
revenues from foodservice operations for sales made pursuant to
profit and loss contracts, those contracts where the Company
assumes the risk of loss, and management fees derived from
management fee contracts. Sales made to guests of foodservice
clients pursuant to management fee contracts are not reflected
in the Company's statements of income.
<PAGE>
Franchising and Royalty Income
Franchise fees of $25 to $50 for new franchises are
recognized as revenue when substantially all commitments and
obligations have been fulfilled, which is generally upon
commencement of operations by the franchisee. The Company also
enters into development agreements granting franchisees the
exclusive right to develop and operate Fuddruckers restaurants
in certain territories in exchange for a development fee.
Amounts received in connection with such development agreements
are recognized as franchise fee revenue when received since the
Company is not required to provide any future services and such fees
are non- refundable. Franchisees entering into development
agreements are also required to execute franchise agreements and
pay the standard franchise fee which is sufficient to cover the
Company's contractual obligations to the franchisee. To the
extent that the Company provides services beyond its contractual
obligation, the Company charges the franchisee a fee for such
additional services. During 1995, 1994 and 1993, the Company
recognized revenues of $2,207, $1,036 and $978, respectively,
from development and franchise fees.
Royalties generally equal 5% of gross monthly sales
per franchised restaurant, and are recognized as revenue when
earned in accordance with the respective franchise agreement.
Advance payments received in connection with royalty buydown
agreements are deferred and recognized at the reduced royalty
rate during the royalty-free period specified in the agreements.
The remaining balance of the advance payments is recognized on
a straight-line basis over the remaining term of the agreement.
During 1995, 1994 and 1993, the Company recognized revenues of
$3,165, $3,282 and $3,340, respectively, from royalties.
Preopening Expenses
Direct incremental preopening costs associated with
the opening of new, or the expansion and major remodeling of
existing, restaurants or foodservice facilities are capitalized
and amortized over twelve months. Unamortized preopening costs
included in other assets amounted to $1,357 and $450 in 1995 and
1994, respectively.
Income Taxes
During 1994, the Company adopted Statement of
Financial Accounting Standards No. 109 - "Accounting for Income
Taxes" ("SFAS 109"). The provisions of SFAS 109 require the
recognition of deferred tax assets and liabilities for the
future tax consequences attributable to differences between the
carrying value, for financial reporting purposes, and the tax
basis of assets and liabilities. Deferred tax assets and
liabilities are recorded using the enacted tax rates expected to
apply to taxable income in the years in which such differences
are expected to be recovered or settled. The effect on deferred
tax assets and liabilities, resulting from a change in tax
rates, is recognized as a component of income tax expense in the
period that such change occurs. Targeted jobs tax credits and
foreign tax credits are treated as a reduction of income tax
expense in the year such credits are utilized.
Earnings Per Share
Primary earnings per share are computed using the
weighted average number of common and common equivalent shares
(dilutive options and warrants) outstanding. In addition to the
inclusion of common and common equivalent shares, the
calculation of fully diluted earnings per share includes the
2,222,222 shares issuable upon conversion of the Preferred Stock
and the shares issuable upon conversion of the Convertible
Subordinated Notes ("Notes"), which amounted to 1,711,503,
2,395,833 and 663,241 in 1995, 1994 and 1993, respectively.
Fully diluted earnings per share assume that the Preferred Stock
and Notes were converted into Common Stock as of the beginning
of the fiscal year and reflect the elimination of interest
expense related to the Notes, net of the related income tax
effect, and the elimination of dividends related to the
Preferred Stock. The shares issuable pursuant to the contingent
warrant held by the holders of the Preferred Stock are not
included in the calculation of fully diluted earnings per share
since the issuance of such shares is contingent upon the
redemption of the Preferred Stock by the Company.
<PAGE>
During 1995 and subsequent to year end a portion of
the Preferred Stock and Convertible Subordinated Notes were
converted into Common Stock by the Holders of such securities.
Had these conversions taken place at the beginning of 1995,
primary earnings per share for 1995 would have been $1.61.
These conversions have no effect on fully diluted earnings per
share since shares issuable pursuant to the conversion of
Preferred Stock or Convertible Subordinated Notes are included
in the weighted average number of fully diluted shares
outstanding.
The weighted average number of shares used in the
computation of per share amounts for 1995, 1994 and 1993 are as
follows:
<TABLE>
<CAPTION>
1995 1994 1993
<S> <C> <C> <C>
Primary 4,290,298 3,932,514 3,422,753
Fully diluted 8,728,151 8,578,832 6,310,754
</TABLE>
Accounting Pronouncement Not Yet Adopted
In March 1995, the Financial Accounting Standards
Board issued Statement of Financial Accounting Standards No. 121
- - "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed of" ("SFAS 121"). SFAS 121,
which is not effective until the Company's fiscal year beginning
July 1, 1996, requires an evaluation of the productive assets of
the Company in relation to the future cash flows generated in
order to determine if an impairment of the assets' value exists.
Management has not yet fully determined the impact of SFAS 121
but it is not expected to have a material impact on the
Company's results of operations or its financial condition.
2. Acquisitions and Dispositions
On February 8, 1995, Daka acquired an 80.01% general
partnership interest in a newly formed limited partnership, Daka
Restaurants, L.P. ("DRLP"), in exchange for cash of $10,085.
Simultaneously, DRLP acquired substantially all of the assets
and foodservice contracts comprising the educational and
corporate foodservice business of ServiceMaster Management
Services L.P. ("SMMSLP") for a purchase price of approximately
$21,117, $10,250 for the foodservice contracts and fixed assets
and $10,867 for the working capital assets. The purchase price
was comprised of a cash payment of $10,085, the assumption of
$806 of liabilities, a deferred payment of $10,226 due on August
8, 1995, and the issuance of a 19.99% limited partnership
interest in DRLP to SMMSLP. The deferred payment was paid by
DRLP on June 13, 1995 at a discount of $94. In addition, the
Company and SMMSLP entered into a Put/Call Agreement related to
SMMSLP's limited partnership interest in DRLP.
On December 15, 1994, Daka acquired certain assets
and foodservice contracts from Rowe, Inc. for a purchase price
of $1,378 substantially all of which was paid in cash.
On February 1, 1995, Fuddruckers acquired the assets,
operations and certain working capital items of a Fuddruckers
restaurant in Texas from a franchisee for a purchase price of
$623 which was paid in cash. On June 23, 1995, Fuddruckers
acquired the assets of four Fuddruckers restaurants located in
Canada from a franchisee for a purchase price of $961 and the
issuance of a 19% interest in the acquired restaurants to the
former franchisee. The purchase price for the four restaurants
in Canada consisted of offsets to amounts receivable from the
franchisee.
<PAGE>
Also during 1995, the Company sold, at book value
which approximated fair market value, three Fuddruckers
restaurants located in the Kansas City and Omaha markets for a
purchase price of $1,300 substantially all of which is payable
in the form of notes receivable collateralized by all of the
assets of the restaurants sold.
On June 7, 1994, Fuddruckers acquired the assets,
operations and certain working capital items of nine Fuddruckers
restaurants located in Minnesota, Nebraska and Missouri from a
franchisee. The purchase price of $6,273 was paid in cash at
the closing.
During fiscal 1994, in a series of transactions,
Fuddruckers and a majority-owned subsidiary acquired three
Fuddruckers restaurants and the remaining 50% interest in two
restaurants from its joint venture partners. The total purchase
price for these five restaurants was $2,382 and consisted of a
combination of cash and offsets of notes receivable from the
sellers.
On March 29, 1994, the Company paid $14 in exchange
for a 50% ownership interest in ADC, a newly formed Company
which then acquired two Champps restaurants located in Minnesota
for a purchase price of $2,800 plus 100,000 shares of ADC Common
Stock. ADC also holds the exclusive right to operate Champps
restaurants in Florida, Ohio and seven Illinois counties. The
restaurants are operated under the name "Champps Sports Cafe"
pursuant to a license agreement from Champps Entertainment,
Inc., licensor and franchisor of Champps restaurants. In
addition, the Company invested $2,800 in ADC in the form of
Preferred Stock. The terms of the Preferred Stock provide for
an 8% dividend, payable quarterly, mandatory redemption in March
1997 and allows the Company to convert the Preferred Stock into
Common Stock at any time at an initial conversion price of $6
per share, subject to adjustment in accordance with the
antidilution provisions of the Preferred Stock Certificate of
Designation. In addition, the Preferred Stock has voting
privileges as if converted to Common Stock, giving the Company
57% voting control of ADC; accordingly, ADC has been included in
the Company's consolidated financial statements.
On July 31, 1993, Daka acquired substantially all of
the assets and foodservice contracts comprising Service America
Corporation's educational foodservice segments ("the acquired
segments"). The acquired segments provide contract foodservice
to a variety of colleges and universities, and to public and
private elementary and secondary schools. The total purchase
price of approximately $10,700, substantially all of which was
paid in cash, was determined on the basis of a negotiated value
of $6,500 attributed to the acquired foodservice contracts plus
the net book value of the cash on hand, inventory, equipment and
other assets used in the operation of the acquired segments.
The following pro forma results of operations assume
that the acquisitions described above occurred at the beginning
of 1995 and 1994. In addition to combining the historical
results of operations, the pro forma amounts shown include
adjustments for the estimated effect of depreciation,
amortization and interest expense associated with such
acquisitions.
The pro forma information below does not purport to
be indicative of the results of operations that would have
actually been achieved if the acquisitions described above had
actually been consummated as of the beginning of 1995 and 1994.
In addition, the pro forma information below does not purport to
be indicative of the results of operations which may be achieved
in the future.
<TABLE>
<CAPTION>
(Unaudited)
1995 1994
<S> <C> <C>
Revenues $368,495 $359,335
Net income $ 9,699 $ 7,734
Net income available for common stockholders $ 9,299 $ 6,934
Earnings per share:
Primary $ 2.17 $ 1.76
Fully diluted $ 1.24 $ 1.06
</TABLE>
<PAGE>
In April 1993, Fuddruckers acquired the assets,
operations, and certain working capital assets of six
Fuddruckers restaurants in the Atlanta, Georgia and Birmingham,
Alabama markets from a franchisee. The purchase price of
approximately $4,800 was substantially all paid in cash.
All of the acquisitions described above have been
accounted for using the purchase method of accounting.
3. Investment
On March 24, 1994, the Company acquired a 49%
interest in Innovative Dining Management, Inc. ("IDM"), a newly
formed contract foodservice management company, in exchange for
$10 in cash. The Company invested $70 in 1994 and an additional
$70 in 1995 in the form of Preferred Stock and has advanced $50
to IDM in exchange for a note collateralized by all of the
assets of IDM. In addition, on December 31, 1994, Daka sold one
of its educational foodservice contracts and related assets to
IDM at book value in exchange for a note receivable of $329.
The Company's aggregate investment in IDM represents
substantially all of IDM's capital, accordingly, the Company has
recorded 100% of IDM's operating losses. The Company believes
that the value of its net investment at July 1, 1995 is fully
supported by the book value of IDM's foodservice contract and
related assets.
4. Long-Term Debt
The components of long-term debt are as follows:
<TABLE>
<CAPTION>
1995 1994
<S> <C> <C>
Revolving line of credit $ 45,969 $ 15,669
Convertible Subordinated Notes 20,538 28,750
Notes payable 546 1,402
Capital lease obligations 2,057 1,631
--------- ---------
69,110 47,452
Less current portion (613) (1,312)
--------- ---------
$ 68,497 $ 46,140
========= =========
</TABLE>
During 1995, the Company amended its revolving
line-of-credit agreement, increasing the Company's borrowing
capacity from $35,000 to $75,000 and extending the maturity date
to December 31, 1997. The terms of the agreement provide the
Company with the option of borrowing at either the bank's base
rate, defined as the higher of the Federal Funds Rate plus 1/4
of 1% or the bank's prime rate, (9.0% at July 1, 1995) or LIBOR
plus a margin of between 1/2 of 1% and 1 and 1/4%, (7.19% at
July 1, 1995) subject to prospective adjustment if the Company
achieves pre-defined levels of debt to consolidated earnings
before interest and income taxes. In addition, the Company pays
a commitment fee of 1/4 of 1% on the unused portion of the line
of credit. The agreement is collateralized by all of the assets
of the Company and its wholly owned subsidiaries and contains
various covenants which, among other things, require a minimum
level of interest coverage, tangible assets and tangible net
worth. The terms of the agreement prohibit the payment of
dividends with respect to the Company's Common Stock. As of
July 1, 1995 the Company had approximately $23,000 available for
use under its revolving line-of-credit agreement after reducing
available borrowing capacity for approximately $6,000 of
outstanding letters of credit. The terms of the agreement do
not restrict the transfer of assets or the payment of dividends
between the Company and the subsidiaries which are a party to
the credit agreement.
Subsequent to year end the Company entered into an
interest rate swap agreement whereby, effective September 21,
1995, $30,000 of outstanding borrowings under the Company's
revolving line of credit will bear interest at 5.96% plus a
margin determined in accordance with the terms of the credit
agreement. The swap agreement expires on September 22, 1997.
<PAGE>
During 1993, the Company sold $28,750 of 7%
Convertible Subordinated Notes ("Notes"). The Notes mature on
March 15, 2003, require semi-annual payments of interest only on
March 15 and September 15 and are convertible into Common Stock
at the option of the Holder, at any time prior to maturity or
redemption, at a conversion price of $12 per share, subject to
adjustment in certain instances. The Notes may be redeemed at
the option of the Company, in whole or in part, at any time
after March 26, 1996. In the event the Company elects to redeem
the Notes subsequent to March 26, 1996, the redemption price of
the Notes during each twelve-month period subsequent to March
26, 1996 and March 15, 1997, 1998, 1999 and 2000, as a
percentage of the principal amount redeemed, would be 104.375%,
103.500%, 102.625%, 101.750% and 100.875%, respectively,
together with accrued interest to the date fixed for redemption.
The Notes may be redeemed by the Company after March 15, 2001
at face value plus accrued interest to the date fixed for
redemption. The Notes may be redeemed at the option of the
Holder upon the occurrence of a Redemption Event, as defined in
the indenture. If a Redemption Event occurs, each Holder of the
Notes shall have the right to require the Company to repurchase
all or any part of such Notes at 100% of their principal amount,
plus accrued interest. The Notes are subordinated to all
existing and future senior indebtedness of the Company. In
addition, all liabilities of the subsidiaries of the Company
represent claims on the assets of those subsidiaries prior to
potential claims of the Holders of the Notes. The indenture
governing the Notes does not restrict the incurrence of
additional senior indebtedness or other indebtedness by the
Company or any of its subsidiaries. However, the terms of the
indenture require that the Company maintain certain minimum
levels of ownership in Daka and Fuddruckers.
During 1995, $8,212 of Notes were converted into
Common Stock by the Holders of such notes. In connection with
the conversion, the Company increased Stockholders' Equity by
$7,900, net of related unamortized deferred debt issue costs.
Subsequent to year end approximately $4,158 of additional Notes
were converted into Common Stock by the Holders.
Notes payable include several notes bearing interest
ranging from 6% to 11%, require monthly or quarterly payments of
principal and interest and mature at various times ranging from
July 1996 to July 2002.
Maturities of long-term debt including capital lease
obligations are as follows:
<TABLE>
<S> <C>
1996 $ 613
1997 609
1998 46,561
1999 541
2000 223
Thereafter 20,563
--------
$ 69,110
========
</TABLE>
During 1993, in connection with the repayment of debt
using the net proceeds from the sale of Common Stock and Notes,
the Company negotiated discounts in exchange for up front cash
payments, resulting in an extraordinary gain. In addition, a
majority owned subsidiary of the Company settled certain debts
at less than their recorded amounts in exchange for an up front
cash payment. The Company's interest in such gains after
related expenses and net of $162 of income taxes has been
recorded as an extraordinary gain. Earnings per share related
to the extraordinary gain amounted to $.13 and $.07 on a primary
and fully diluted basis, respectively.
5. Secondary Public Offering
During 1993, the Company received net proceeds of
approximately $33,000 from the sale of 575,000 shares of Common
Stock at $10 per share and $28,750 of Notes. A portion of the
proceeds was used to pay off substantially all of the Company's
debt.
<PAGE>
6. Sale of Convertible Preferred Stock
In January 1992, the Company sold, for $10,000 in
cash, 100,000 shares of Series A Convertible Preferred Stock
("Preferred Stock"), which may be redeemed, in whole or in part,
at any time at the Company's option. The Preferred Stock is
convertible at any time into a number of shares of Common Stock
to be determined by multiplying the number of shares of
Preferred Stock to be converted by $100 and dividing the result
by the conversion price then in effect. The initial conversion
price of $4.50 per share would result in the issuance upon
conversion of 2,222,222 shares of Common Stock. If converted,
the Preferred Stock would represent 33.1% of the voting
securities of the Company. The terms of the Preferred Stock
require that the Company pay dividends semi-annually at the rate
of 8% per annum, provided however, that no such dividends will
be payable if for at least 30 trading days during the previous
six-month period the per share price of the Common Stock attains
certain minimum levels. The minimum levels were attained during
the six-month periods ended through June 30, 1993 and July 1,
1995; accordingly, no dividends were paid. The minimum levels
were not attained during the six-month periods ended December
31, 1993, June 30, 1994 and December 31, 1994; accordingly,
dividends of $800 in fiscal 1994 and $400 in fiscal 1995 have
been paid. During the six-month periods ending December 30,
1995 and June 29, 1996, the 30 day minimum per share price of
the Common Stock is $18.80 and $20.00, respectively, and
increases at the rate of approximately 10% every six months
thereafter until June 30, 2000. In addition, the Holders of the
Preferred Stock have been issued contingent warrants to purchase
2,222,222 shares of Common Stock at $4.50 per share. The
contingent warrants expire on January 30, 2002 and may be
exercised in whole or in part only upon redemption of the
Preferred Stock. Subsequent to year end, Holders of 27,840
shares of the Preferred Stock converted such shares into 618,675
shares of Common Stock. The conversion will have no effect upon
fully diluted earnings per share as these shares were included
in the calculation of fully diluted earnings per share.
The Holders of the Preferred Stock are entitled to
elect two directors of the Company, so long as more than 50% of
the Preferred Stock originally issued remains outstanding, and
one director so long as 25% of the Preferred Stock originally
issued remains outstanding. In addition, the Holders of the
Preferred Stock are entitled to vote on all matters submitted to
the Company's Stockholders for a vote. Each share of Preferred
Stock is entitled to one vote for each share of Common Stock
issuable upon conversion of the Preferred Stock at the time the
vote is taken. Upon any liquidation of the Company, the Holders
of Preferred Stock would be entitled to be paid an amount equal
to $100 per share plus accrued and unpaid dividends before any
payment to the Holders of Common Stock. Additionally, any sale
or issuance of Common Stock by the Company or its Stockholders
which results in another person owning more than 50% of the
Common Stock is an event of default which reduces the conversion
price then in effect by 50%.
The terms of the Preferred Stock Certificate of
Designation require the Company to comply with certain
conditions. In the event of the Company's failure to pay
dividends, redeem the Preferred Stock when required, achieve a
specified market price for the Common Stock during 1997-1999,
voluntary bankruptcy or insolvency, the Certificate of
Designation provides for a reduction in the conversion price of
the Preferred Stock of up to 40%, a 2% increase in the annual
dividend rate, and in the event of voluntary bankruptcy,
immediate redemption and the right to elect an additional
director who would be entitled to cast a number of votes equal
to the sum of the number of votes entitled to be cast by all
other directors plus one, depending on the nature of the event
of noncompliance.
<PAGE>
7. Other Assets
The components of other assets are as follows:
<TABLE>
<CAPTION>
1995 1994
<S> <C> <C>
Goodwill $ 23,548 $ 9,669
Reacquired franchise rights 4,681 3,981
Other 7,927 4,012
--------- ---------
36,156 17,662
Less accumulated amortization (5,632) (2,991)
--------- ---------
$ 30,524 $ 14,671
========= =========
</TABLE>
8. Accrued Expenses
The components of accrued expenses are as follows:
<TABLE>
<CAPTION>
1995 1994
<S> <C> <C>
Salaries, wages and related taxes $ 5,906 $ 6,478
Taxes 2,605 2,504
Insurance 3,105 1,673
Deferred income 1,870 2,923
Interest 495 774
Other 3,383 2,149
-------- --------
$ 17,364 $ 16,501
======== ========
</TABLE>
9. Income Taxes
In 1994, the Company changed its method of accounting
for income taxes by adopting Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes" ("SFAS 109").
Prior to 1994, the Company accounted for income taxes pursuant
to Statement of Financial Accounting Standards No. 96,
"Accounting for Income Taxes." The Company elected to record
the effect of adopting SFAS 109 in 1994's consolidated financial
statements rather than by restating prior years' consolidated
financial statements. The adoption of SFAS 109 had no material
impact on net income and earnings per share.
Income tax expense is comprised of the following:
<TABLE>
<CAPTION>
1995 1994 1993
<S> <C> <C> <C>
Income before extraordinary gain:
Currently payable:
Federal $ 5,415 $ 2,227 $ 1,457
State 1,868 1,006 535
-------- -------- --------
7,283 3,233 1,992
-------- -------- --------
Deferred income tax
(benefit) expense (1,990) 308
Reduction in valuation allowance (320)
Tax benefit credited against goodwill 370
Extraordinary gain:
Federal, currently payable 162
-------- -------- --------
Income tax expense $ 5,293 $ 3,591 $ 2,154
======== ======== ========
</TABLE>
<PAGE>
Deferred tax assets and liabilities are comprised of the following:
<TABLE>
<CAPTION>
Asset
(Liability)
1995 1994
<S> <C> <C>
Current:
Inventories $ (284) $ (377)
Accrued expenses 566 645
Prepaid expenses (1,091) (541)
Net operating loss carryforwards 342 320
Other 231 (132)
--------- ---------
(236) (85)
--------- ---------
Noncurrent:
Net operating loss carryforwards 2,760 3,031
Depreciation and amortization 263 (10)
Deferred income 255 245
Accrued expenses 1,909 (49)
Less valuation allowance (2,860) (3,031)
--------- ---------
2,327 186
--------- ---------
$ 2,091 $ 101
========= =========
</TABLE>
The following is a reconciliation of income taxes at
the federal statutory rate to the Company's income tax expense
related to income before extraordinary gain:
<TABLE>
<CAPTION>
1995 1994 1993
<S> <C> <C> <C>
Statutory federal income tax rate 35.0% 35.0% 34.0%
State income taxes, net of
federal tax benefit 6.5 7.2 5.3
Net operating loss carryforwards (3.9) (5.0)
Reduction of valuation allowance (2.4) (3.0)
Income tax credits (2.9) (6.9) (3.8)
Other, net .5 5.8 (.5)
----- ----- -----
36.7% 34.2% 30.0%
===== ===== =====
</TABLE>
At July 1, 1995, the Company had federal net
operating loss carryforwards of approximately $8,850. Such
losses expire at various dates through 2006, are limited in use
to approximately $1,100 annually and can only be used to offset
taxable income of Fuddruckers and its 63% owned subsidiary,
Atlantic Restaurant Ventures, Inc. ("ARVI"). The Company has
provided a valuation allowance for the tax benefits of the net
operating loss carryforwards based on historical operating
results and other available evidence.
A valuation allowance was recorded to reduce the deferred tax asset
relating to the net operating loss carryforward to an amount that
management believes is more likely than not to be realized. During
1995, the valuation allowance was reduced by $342 relating to the net
operating losses that are expected to be realized based on currently
available evidence. This decrease in the valuation allowance was offset,
in part, by a $171 increase as a result of the net operating loss incurred
by ARVI in 1995 which decreased the likelihood that ARVI would realize the
future tax benefit of its deferred tax assets.
10. Commitments and Contingencies
Leases
The Company has entered into lease agreements for certain
restaurant facilities and office space. The fixed terms of the
leases range up to 20 years and, in general, contain
multiple renewal options for various periods ranging from 5 to
25 years. Certain leases contain provisions which require
additional payments based on sales performance and the payment
of common area maintenance charges and real estate taxes. In
addition, the Company's foodservice contracts, which may be
canceled by either party upon 30 to 90 days notice provide for
the payment of various forms of rent.
<PAGE>
During 1995, Fuddruckers obtained a commitment for a
$30,000 sale-leaseback financing facility from Franchise Finance
Corporation of America, ("FFCA"). Pursuant to the terms of the
facility, Fuddruckers will sell to and lease back from FFCA up
to 25 Fuddruckers restaurants to be constructed and will pay a
commitment fee of 1.5% of the sale price of each restaurant sold
to FFCA. The sale price is limited to the lesser of 80% of the
fair market value of the property or $1,200. As of July 1,
1995, five properties have been sold to FFCA and $24,300 of the
commitment was available for use. The unused commitment expires
on September 12, 1995. The leases provide for a fixed minimum
rent plus additional rent based on a percentage of sales and
provides for an initial lease term of 20 years with two five
year renewal periods exercisable at the option of the Company.
The terms and conditions of the leases are such that they do not
meet the criteria for treatment as capital leases under
Statement of Financial Accounting Standards No. 13, "Accounting
for Leases." Subsequent to year end the Company received a
commitment from AEI Leasing to provide sale-leaseback financing
for up to three new Champps restaurants to be constructed by ADC.
Total rent expense including payments made pursuant
to foodservice contracts in 1995, 1994 and 1993 amounted to
$21,094, $17,432 and $13,805, respectively. Total contingent
rentals included in rent expense amounted to $3,165, $1,262 and
$698, respectively.
Included in property and equipment in 1995, 1994 and
1993 are $3,446, $2,590 and $1,848, respectively, of equipment
held pursuant to capital lease arrangements. The related
accumulated amortization was $770, $555 and $1,420,
respectively. Capital lease additions for equipment totaled
$856, $1,674 and $7, in 1995, 1994 and 1993, respectively.
Future minimum lease payments pursuant to leases with
noncancelable lease terms in excess of one year during each of
the next five years and thereafter are as follows:
<TABLE>
<CAPTION>
Years Operating Capital
Ending Leases Leases
<S> <C> <C>
1996 $ 11,989 $ 557
1997 11,264 530
1998 10,949 528
1999 10,650 512
2000 10,143 221
Thereafter 59,863
-------- --------
Total future minimum lease payments $114,858 2,348
Less amount representing interest (291)
--------
Present value of future minimum lease payments $ 2,057
========
</TABLE>
Put/Call Agreements
On October 22, 1993, Fuddruckers entered into an
agreement with a partnership affiliated with the president of a
majority-owned subsidiary of Fuddruckers pursuant to which the
partnership has agreed to purchase substantially all shares of
Common Stock of the subsidiary not currently owned by
Fuddruckers. The partnership also invested $1,100 in shares of
the subsidiary's Preferred Stock. Additionally, Fuddruckers and
the partnership entered into a Put/Call Agreement whereby
Fuddruckers has an option to purchase and the partnership has
the right to require Fuddruckers to purchase all the Common and
Preferred Stock of the subsidiary owned by the partnership for a
purchase price of $5,400 plus a premium based on the
subsidiary's future financial performance. The put/call option
is exercisable by either Fuddruckers or the partnership between
March 15, 1999 and February 15, 2000. On the date of the
Put/Call Agreement the fair market value of the subsidiary's
Common Stock plus the redemption value of the Preferred Stock
was greater than the present value of the put/call price of
$5,400 based upon an independent valuation of the Common Stock
obtained by the Company from an investment banking firm.
Similarly, at July 1, 1995, based upon an independent
valuation, the value of the Common and Preferred Stock was in
excess of the present value of the put/call price.
<PAGE>
In connection with the acquisition by DRLP, the
Company and SMMSLP have entered into a Put/Call Agreement
whereby SMMSLP may require that the Company purchase its limited
partnership interest in DRLP anytime during the ten year term of
the partnership for a purchase price equal to $2.6 million plus
SMMSLP's portion of any net undistributed earnings of DRLP. In
addition, the Company may require SMMSLP to sell its limited
partnership interest to the Company at any time after February
8, 2000 for a purchase price of 120% of the sum of (i) $2.6
million and (ii) SMMSLP's portion of any net undistributed
earnings of DRLP.
Litigation
In certain circumstances, where management and legal
counsel believe that a loss has been incurred, the Company has
recorded an estimate of such loss. The Company is also engaged
in various other legal actions arising in the ordinary course of
business which, in the judgment of management based upon
consultation with legal counsel, the Company has adequate legal
defenses or insurance coverage with respect to these actions or
believes that the ultimate outcome will not have a material
adverse affect on the Company's consolidated financial
statements.
11. Stock Options and Employee Benefit Plans
Stock Options
The Company has an Incentive Stock Option Plan, a
Non-Qualified Stock Option Plan and a Senior Executive Stock
Option Plan (the "Plans"). The Plans provide for the granting
of options to purchase an aggregate of 1,250,000 shares of
Common Stock. As of July 1, 1995, there were 509,985 shares
reserved for issuance under the Plans.
Under the Plans, options may be granted for a term of
up to ten years to eligible employees at an exercise price equal
to the fair market value of the Common Stock on the date of the
grant. Stock options issued pursuant to the Senior Executive
Stock Option Plan vest ratably over a five-year period.
At July 1, 1995, 483,718 options to purchase shares
of Common Stock under the Plans were exercisable. The activity
related to all stock options issued under the Plans referred to
above is summarized as follows:
<TABLE>
<CAPTION>
Number of Exercise Price
Shares Per Share
<S> <C> <C>
Outstanding, June 28, 1992 253,580 $ 2.50 - $ 5.30
Options granted 131,800 11.75
Options exercised (76,675) 2.50 - 11.75
Options canceled (8,720) 2.50 - 11.75
-------
Outstanding, June 26, 1993 299,985 2.50 - 11.75
Options granted 161,441 9.88
Options exercised (43,108) 2.50 - 11.75
Options canceled (6,125) 2.50 - 11.75
-------
Outstanding, July 2, 1994 412,193 2.50 - 11.75
Options granted 154,905 12.88 - 17.37
Options exercised (37,360) 2.50 - 12.88
Options canceled (22,020) 2.50 - 11.75
-------
Outstanding, July 1, 1995 507,718 2.50 - 17.37
=======
</TABLE>
<PAGE>
Employee Benefit Plans
The Company sponsors a 401(k) retirement plan for the
benefit of its nonunion Associates. The Plan enables Associates
to contribute up to 15% of their annual compensation. The
Company makes discretionary contributions to the Plan. In 1995
the Company contributed $375 to the Plan. There were no Company
contributions to the Plan for 1994 and 1993.
Effective July 3, 1994, the Company implemented a
long term incentive compensation plan for its Chief Executive
Officer whereby a portion of the increase in the market value of
the Company's Common Stock over predefined amounts, is payable
in either cash or stock at the option of the Company. Amounts
payable under the plan vest on June 30, 1997. At July 1, 1995,
$380 had been accrued representing a pro rata portion of the
amount expected to be payable under the plan based on the market
value of the Company's Common Stock on July 1, 1995. During
1995, the Company's Board of Directors approved a long-term
incentive plan for its senior management whereby stock options
will be issued at not less than fair market value and will vest
three years from the grant date. There were no options granted
under this plan during 1995. Subsequent to year end the Company
granted 300,000 options to its senior management pursuant to the
plan.
12. Fair Value of Financial Instruments
In 1995, the Company adopted Statement of Financial
Accounting Standards No. 107 - "Disclosures About Fair Value of
Financial Instruments" ("SFAS 107"). The provisions of SFAS 107
require disclosure of the fair value of financial instruments
and the significant methods and assumptions used to estimate the
fair value.
The estimated fair value of financial instruments has
been determined by the Company using available market
information and appropriate valuation methodologies. However,
considerable judgment is required in interpreting data to
develop the estimates of fair value. Accordingly, the estimates
presented herein are not necessarily indicative of the amounts
that the Company could realize in a current market exchange.
The use of different market assumptions and/or estimation
methodologies may have a material effect on the estimated fair
value. The carrying value and estimated fair value of the
financial instruments held by the Company as of July 1, 1995 are
as follows:
<TABLE>
<CAPTION>
Estimated
Carrying Fair
Value Value
<S> <C> <C>
Financial assets:
Cash and short term investments $ 7,236 $ 7,236
Notes receivable $ 1,748 $ 1,621
Financial liabilities:
Notes payable $ 546 $ 536
Convertible Subordinated Notes $ 20,538 $ 39,638
Line-of-credit $ 45,969 $ 45,969
</TABLE>
<PAGE>
The following methods and assumptions were used to
estimate the fair value of the Company's financial instruments
for which it was practicable to estimate that value.
Current assets and Current Liabilities
The carrying value approximates fair value because of
the short-term nature of these instruments.
Notes Receivable
The fair value of notes receivable was estimated
based on discounted cash flows expected to be received using
interest rates at which similar loans are made to borrowers with
similar credit ratings, or if the loan is collateral dependent,
management's estimate of the fair value of the collateral.
Notes Payable
The fair value of notes payable is based on borrowing
rates currently available to the Company for bank loans with
similar terms and maturity dates.
Convertible Subordinated Notes
The Convertible Subordinated Notes are traded on The
Nasdaq Stock Market. The estimated fair value of the
Convertible Subordinated Notes is based on the quoted bid price
as of the close of business on July 1, 1995.
Line-of-Credit
The fair value of outstanding borrowings under the
Company's line-of-credit agreement approximates the carrying
value since the interest rate is a floating rate subject to
market conditions.
Interest Rate Swap Agreement
The fair value of the agreement was obtained from
dealer quotes which represents the estimated amount the Company
would receive or pay to terminate the agreement taking into
consideration the current interest rates. The amount the
Company could expect to receive if its outstanding interest rate
swap agreement was settled at July 1, 1995 is $4. Such
agreement has no carrying value at July 1, 1995.
<PAGE>
13. Segment Information
Income from foodservice, restaurant and franchising
operations have been determined applying the accounting policies
in note 1. Revenue and costs as shown below are directly
related to each business and do not include an allocation of
corporate expenses, non-operating income, interest expense and
income taxes. There are no sales among the Company's three
businesses. The table below presents certain financial
information for the Company's contract foodservice,
Fuddruckers' and Champps subsidiaries, for 1995, 1994 and 1993:
<TABLE>
<CAPTION>
1995 1994 1993
<S> <C> <C> <C>
Total Revenues:
Sales from profit and loss contracts $191,416 $150,344 $101,147
Management fees 5,691 6,125 4,330
Restaurant sales - Fuddruckers 110,703 87,030 72,868
Franchising income - Fuddruckers 5,372 4,318 4,318
Restaurant sales - Champps 7,423 1,978
-------- -------- --------
Total revenues $320,605 $249,795 $182,663
======== ======== ========
Foodservice:
Sales from profit and loss contracts $191,416 $150,344 $101,147
Operating expenses:
Labor costs 64,838 51,729 32,151
Product costs 69,533 53,022 35,463
Other operating expenses 30,444 23,214 15,650
Depreciation and amortization 4,457 3,372 1,542
-------- -------- --------
Income from profit and loss contracts 22,144 19,007 16,341
Management fees 5,691 6,125 4,330
-------- -------- --------
Income from foodservice operations 27,835 25,132 20,671
-------- -------- --------
Fuddruckers:
Sales from restaurant operations 110,703 87,030 72,868
Operating expenses:
Labor costs 31,889 25,034 22,113
Product costs 30,785 24,209 20,498
Other operating expenses 28,504 22,358 19,520
Depreciation and amortization 5,273 4,029 3,234
-------- -------- --------
Income from restaurant operations 14,252 11,400 7,503
Franchising income 5,372 4,318 4,318
-------- -------- --------
Income from restaurant and
franchising operations 19,624 15,718 11,821
-------- -------- --------
Champps (1):
Sales from restaurant operations 7,423 1,978
Operating expenses:
Labor costs 2,514 680
Product costs 2,166 577
Other operating expenses 1,344 366
Depreciation and amortization 238 53
-------- --------
Income from restaurant operations 1,161 302
-------- --------
Income from operations before selling,
general and administrative expenses 48,620 41,152 32,492
-------- -------- --------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
1995 1994 1993
<S> <C> <C> <C>
Selling, general and administrative
expenses (2) 30,594 28,073 23,844
Operating income 18,026 13,079 8,648
Interest expense 4,256 2,738 2,361
Interest income (631) (251) (428)
Minority interests (8) 99 76
-------- -------- --------
Income before extraordinary gain and
income taxes 14,409 10,493 6,639
Income tax expense 5,293 3,591 1,992
Income before extraordinary gain 9,116 6,902 4,647
Extraordinary gain, net 462
-------- -------- --------
Net income $ 9,116 $ 6,902 $ 5,109
======== ======== ========
</TABLE>
(1) Results of operations for 1994 are from March 29, 1994
(date of acquisition) through July 2, 1994.
(2) Selling, general and administrative expenses include
depreciation expense of $852, $769 and $410 in 1995,
1994 and 1993, respectively.
Corporate assets include cash and cash equivalents,
computer equipment and deferred income taxes. The following
table presents certain balance sheet information for the
Company's foodservice, Fuddruckers and Champps subsidiaries:
<TABLE>
<CAPTION>
1995 1994 1993
<S> <C> <C> <C>
Foodservice:
Total assets $ 73,950 $ 48,911 $ 26,570
Capital expenditures 6,684 6,263 957
Fuddruckers:
Total assets $ 83,834 $ 62,178 $ 51,261
Capital expenditures 29,011 8,941 3,537
Champps:
Total assets $ 3,409 $ 3,524
Capital expenditures 192 140
Corporate:
Total assets $ 6,587 $ 4,242 $ 11,442
Capital expenditures 937 1,032 454
</TABLE>
<PAGE>
14. Quarterly Results (Unaudited)
The following unaudited quarterly financial data
should be read in conjunction with the audited consolidated
financial statements, related notes and Management's Discussion
and Analysis of Results of Operations and Financial Condition.
<TABLE>
<CAPTION>
First Second Third Fourth
Quarter Quarter Quarter Quarter Total
<S> <C> <C> <C> <C> <C>
1995:
Revenues $ 65,011 $ 77,156 $ 86,407 $ 92,031 $320,605
Gross profit 12,402 14,648 14,924 16,614 58,588
Income before income taxes 2,481 4,380 3,411 4,137 14,409
Net income 1,582 2,764 2,139 2,631 9,116
Net income:
Primary 0.40 0.58 0.49 0.56 2.03
Fully diluted 0.22 0.36 0.28 0.33 1.18
1994:
Revenues $ 55,686 $ 64,796 $ 63,797 $ 65,516 $249,795
Gross profit 10,574 12,962 12,061 13,009 48,606
Income before income taxes 1,733 3,379 2,605 2,776 10,493
Net income 1,161 2,184 1,664 1,893 6,902
Net income:
Primary 0.30 0.46 0.42 0.38 1.55
Fully diluted 0.18 0.30 0.23 0.26 0.96
</TABLE>
