<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 27, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NO. 1-10725
FURR'S RESTAURANT GROUP, INC.
INCORPORATED IN DELAWARE IRS EMPLOYER INDENTIFICATION
NO. 75-2350724
3001 E. PRESIDENT GEORGE BUSH HWY., SUITE 200, RICHARDSON, TEXAS 75082
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (972) 808-2923
--------------------------------------------------------------------------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES X NO __
--------------------------------------------------------------------------------
As of August 3, 2000 there were 9,759,918 shares of Common Stock
outstanding.
1
<PAGE>
FURR'S RESTAURANT GROUP, INC.
INDEX
<TABLE>
<CAPTION>
PART I. FINANCIAL INFOMRATION PAGE
----
<S> <C> <C> <C>
Item 1. Financial Statements
Condensed Consolidated Balance Sheets -
June 27, 2000 (Unaudited) and December 28, 1999 3
Unaudited Condensed Consolidated Statements of
Operations - For the thirteen weeks ended
June 27, 2000 and June 29, 1999 5
Unaudited Condensed Consolidated Statements of Operations-
For the twenty-six weeks ended June 27, 2000 and June 29, 1999 6
Unaudited Condensed Consolidated Statement of Changes in
Stockholders' Deficit - For the twenty-six weeks ended
June 27, 2000 7
Unaudited Condensed Consolidated Statements of
Cash Flows - For the twenty-six weeks ended
June 27, 2000 and June 29, 1999 8
Notes to Unaudited Condensed Consolidated
Financial Statements 9
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 11
Item 3. Quantitative and Qualitative Disclosure About Market Risk 13
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 14
Item 4. Submission of Matters to a Vote of Security Holders 14
SIGNATURES 15
</TABLE>
2
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
FURR'S RESTAURANT GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
JUNE 27, 2000 AND DECEMBER 28, 1999
(DOLLARS IN THOUSANDS, EXCEPT PAR VALUE AMOUNTS)
<TABLE>
<CAPTION>
(Unaudited)
June 27, December 28,
2000 1999
---- ----
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 2,308 $ 5,172
Accounts and notes receivable, net 1,219 958
Inventories 6,978 6,544
Prepaid expenses and other 2,429 861
------- -------
Total current assets 12,934 13,535
------- -------
PROPERTY, PLANT AND EQUIPMENT, NET 56,952 54,586
DEFERRED TAX ASSETS 19,881 20,846
OTHER ASSETS 560 496
------- -------
TOTAL ASSETS $90,327 $89,463
======= =======
</TABLE>
(Continued)
3
<PAGE>
FURR'S RESTAURANT GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
JUNE 27, 2000 AND DECEMBER 28, 1999
(DOLLARS IN THOUSANDS, EXCEPT PAR VALUE AMOUNTS)
<TABLE>
<CAPTION>
(Unaudited)
June 27, December 28,
2000 1999
---- ----
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Current maturities of long-term debt $ 5,493 $ 5,493
Trade accounts payable 7,068 5,306
Other payables and accrued expenses 14,068 17,109
Reserve for store closings, current 336 804
-------- --------
Total current liabilities 26,965 28,712
-------- --------
RESERVE FOR STORE CLOSINGS, NET OF CURRENT MATURITIES 2,433 2,558
LONG-TERM DEBT, NET OF CURRENT PORTION 52,473 55,219
OTHER PAYABLES 11,397 10,217
EXCESS OF FUTURE LEASE PAYMENTS OVER FAIR VALUE,
NET OF AMORTIZATION 1,697 1,919
STOCKHOLDERS' DEFICIT:
Preferred Stock, $.01 par value; 5,000,000 shares authorized,
none issued - -
Common Stock, $.01 par value; 15,000,000 shares authorized,
9,757,918 shares issued and outstanding 488 488
Additional paid-in capital 55,996 55,996
Accumulated other comprehensive loss (1,728) (1,728)
Accumulated deficit (59,394) (63,918)
-------- --------
Total stockholders' deficit (4,638) (9,162)
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 90,327 $ 89,463
======== ========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
4
<PAGE>
FURR'S RESTAURANT GROUP, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THIRTEEN WEEKS ENDED JUNE 27, 2000 AND JUNE 29, 1999
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
Thirteen weeks ended
------------------------------
June 27, June 29,
2000 1999
---- ----
<S> <C> <C>
Sales $ 48,188 $ 47,196
Costs and expenses:
Cost of sales (excluding depreciation) 14,189 13,953
Selling, general and administrative 28,294 29,493
Depreciation and amortization 2,667 2,444
--------- ---------
45,150 45,890
--------- ---------
Operating income 3,038 1,306
Interest expense 87 75
--------- ---------
Earnings before income taxes 2,951 1,231
Income tax expense 523 -
--------- ---------
Net income $ 2,428 $ 1,231
========= =========
Weighted average number of shares
of common stock outstanding:
Basic 9,757,918 9,757,881
========= =========
Diluted 9,757,918 9,779,456
========= =========
Net income per share:
Basic $ 0.25 $ 0.13
========= =========
Diluted $ 0.25 $ 0.13
========= =========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
5
<PAGE>
FURR'S RESTAURANT GROUP, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE TWENTY-SIX WEEKS ENDED JUNE 27, 2000 AND JUNE 29, 1999
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
Twenty-six weeks ended
-------------------------------
June 27, June 29,
2000 1999
---- ----
<S> <C> <C>
Sales $ 95,952 $ 93,199
Costs and expenses:
Cost of sales (excluding depreciation) 28,225 27,612
Selling, general and administrative 56,753 57,466
Depreciation and amortization 5,313 4,871
Special Charge - 566
--------- ---------
90,291 90,515
--------- ---------
Operating income 5,661 2,684
Interest expense 172 147
--------- ---------
Earnings before income taxes 5,489 2,537
Income tax expense 965 -
--------- ---------
Net income $ 4,524 $ 2,537
========= =========
Weighted average number of shares of common stock outstanding:
Basic 9,757,918 9,756,384
========= =========
Diluted 9,761,122 9,795,095
========= =========
Net income per share:
Basic $ 0.46 $ 0.26
========= =========
Diluted $ 0.46 $ 0.26
========= =========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
6
<PAGE>
FURR'S RESTAURANT GROUP, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
FOR THE TWENTY-SIX WEEKS ENDED JUNE 27, 2000
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Accumulated
Additional Other
Preferred Common Paid-In Comprehensive Accumulated
Stock Stock Capital Loss Deficit Total
----- ----- ------- ---- ------- -----
<S> <C> <C> <C> <C> <C> <C>
BALANCE, DECEMBER 28, 1999 $ - $ 488 $ 55,996 $ (1,728) $ (63,918) $ (9,162)
Net income - - - - 4,524 4,524
-------- ------- --------- --------- --------- ---------
BALANCE, JUNE 27, 2000 $ - $ 488 $ 55,996 $ (1,728) $ (59,394) $ (4,638)
======== ======= ========= ========= ========= =========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
7
<PAGE>
FURR'S RESTAURANT GROUP, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Twenty-six weeks ended
--------------------------------
June 27, June 29,
2000 1999
<S> <C> <C>
Cash flows from operating activities:
Net income $ 4,524 $ 2,537
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 5,313 4,871
Deferred tax expense 965 -
Gain on disposition of assets (397) (208)
Changes in operating assets and liabilities:
Accounts and notes receivable (261) (177)
Inventories (434) 334
Prepaid expenses and other (1,632) (1,011)
Reserve for store closings (593) (535)
Trade accounts payable, other payables,
accrued expenses and other liabilities 60 782
-------- --------
Net cash provided by operating activities 7,545 6,593
-------- --------
Cash flows from investing activities:
Purchases of property, plant and equipment (8,229) (8,124)
Proceeds from the sale of property, plant and equipment 567 2,215
-------- --------
Net cash used in investing activities (7,662) (5,909)
-------- --------
Cash flows from financing activities:
Payment of indebtedness (2,747) (2,746)
-------- --------
Net cash used in financing activities (2,747) (2,746)
-------- --------
Decrease in cash and cash equivalents (2,864) (2,062)
Cash and cash equivalents at beginning of period 5,172 11,571
-------- --------
Cash and cash equivalents at end of period $ 2,308 $ 9,509
======== ========
Supplemental disclosure of cash flow information:
Cash paid for interest (including $2,747 in 2000 and $2,746 in 1999 $ 2,919 $ 2,887
classified as payment of indebtedness.)
======== ========
Cash paid for income taxes $ - $ -
======== ========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
8
<PAGE>
FURR'S RESTAURANT GROUP, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(DOLLARS IN THOUSANDS)
BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial
statements have been prepared in accordance with the instructions to Form
10-Q and do not include all of the information and note disclosures required
by generally accepted accounting principles. These statements should be read
in conjunction with Management's Discussion and Analysis of Financial
Condition and Results of Operations and the consolidated financial statements
and notes thereto included in the Company's Form 10-K for the year ended
December 28, 1999. In the opinion of management, the accompanying unaudited
condensed consolidated financial statements include all adjustments,
consisting only of normal recurring adjustments, necessary for a fair
presentation of interim financial position and results of operations.
Interim results of operations may not be indicative of the results
that may be expected for a full fiscal year.
EARNINGS PER SHARE
The following table reconciles the denominators of basic and diluted
earnings per share for the periods ended June 27, 2000 and June 29, 1999.
<TABLE>
<CAPTION>
Thirteen Weeks Ended Twenty-six Weeks Ended
------------------------------- ------------------------------
June 27, June 29, June 27, June 29,
2000 1999 2000 1999
-------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Weighted average common shares
outstanding-basic 9,757,918 9,757,881 9,757,918 9,756,384
Options - 21,575 3,204 38,711
-------------- ------------- ------------- -------------
Weighted average common shares
outstanding-diluted 9,757,918 9,779,456 9,761,122 9,795,095
============== ============= ============= =============
</TABLE>
The following table sets forth the options and warrants that were
not included in the computation of diluted earnings per share because their
exercise price was greater than the average market price of the common shares
and therefore, the effect would be anti-dilutive:
<TABLE>
<CAPTION>
Thirteen Weeks Ended Twenty-six Weeks Ended
------------------------------- ------------------------------
June 27, June 29, June 27, June 29,
2000 1999 2000 1999
-------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Options 699,413 364,665 647,663 212,666
Warrants 512,246 534,933 512,246 512,255
</TABLE>
INCOME TAXES
The Company has provided income tax expense of $523 and $965 for the
thirteen weeks and twenty-six weeks ended June 27, 2000, respectively. The
effective income tax rate is lower than the statutory Federal rate of 35% due
to interest expense on restructured debt, which is reported
9
<PAGE>
as additional debt rather than interest expense pursuant to Statement of
Financial Accounting Standards No. 15, "Troubled Debt Restructurings".
Based on the improved operating results and management's expectation
of future taxable income, the Company recorded a deferred tax asset of
$20,800 at December 28, 1999 through reduction of the related valuation
allowance. Prior to that date, no income tax benefit or expense related to
fiscal 1999 results of operations was provided.
BUSINESS SEGMENTS
Following is a summary of segment information of the Company for the
thirteen weeks ended June 27, 2000 and June 29, 1999:
<TABLE>
<CAPTION>
Cafeterias Dynamic Foods Total
---------- ------------- -----
<S> <C> <C> <C>
2000:
External revenues $ 47,771 $ 417 $ 48,188
Intersegment revenues - 15,038 15,038
Depreciation and amortization 2,406 261 2,667
Segment profit 2,193 235 2,428
1999:
External revenues $ 46,933 $ 263 $ 47,196
Intersegment revenues - 15,083 15,083
Depreciation and amortization 2,209 235 2,444
Segment profit 865 366 1,231
</TABLE>
Following is a summary of segment information of the Company for the twenty-six
weeks ended June 27, 2000 and June 29, 1999:
<TABLE>
<CAPTION>
Cafeterias Dynamic Foods Total
---------- ------------- -----
<S> <C> <C> <C>
2000:
External revenues $ 95,209 $ 743 $ 95,952
Intersegment revenues - 30,137 30,137
Depreciation and amortization 4,798 515 5,313
Segment profit 4,108 416 4,524
1999:
External revenues $ 92,696 $ 503 $ 93,199
Intersegment revenues - 29,678 29,678
Depreciation and amortization 4,395 476 4,871
Segment profit 1,947 590 2,537
</TABLE>
Following is a reconciliation of reportable segments to the Company's
consolidated totals for the periods ended June 27, 2000 and June 29, 1999:
<TABLE>
<CAPTION>
Thirteen Weeks Ended Twenty-six Weeks Ended
------------------------------ -------------------------------
June 27, June 29, June 27, June 29,
2000 1999 2000 1999
------------- ------------- ------------- --------------
<S> <C> <C> <C> <C>
Revenues
Total revenues of reportable segments $ 63,226 $ 62,279 $126,089 $122,877
Elimination of inter-segment revenue (15,038) (15,083) (30,137) (29,678)
------------- ------------- ------------- -------------
Total consolidated revenues $ 48,188 $ 47,196 $ 95,952 $ 93,199
============= ============= ============= ==============
</TABLE>
10
<PAGE>
RECENT ACCOUNTING MATTERS
The Company is assessing the reporting and disclosure requirements
of SFAS No. 133, Accounting for Derivative Instruments and Hedging
Activities. This statement establishes accounting and reporting standards for
derivative instruments and hedging activities and will require the Company to
recognize all derivatives on its balance sheet at fair value. If the
derivative is a hedge, depending on the nature of the hedge, changes in the
fair value of the derivatives will either be offset against the change in
fair value of the hedged item through earnings, or recognized in other
comprehensive income until the hedged item is recognized in earnings. The
Company expects to adopt SFAS No. 133, as amended, in the first quarter of
fiscal 2001 and does not anticipate that the adoption will have a material
effect on the Company's results of operations or financial position.
In March 2000, the FASB issued Interpretation No. 44, Accounting for
Certain Transactions Involving Stock Compensation: An Interpretation of APB
Opinion No. 25. Among other issues, Interpretation No. 44 clarifies the
application of Accounting Principles Board Opinion No. 25 (APB No. 25)
regarding (a) the definition of employee for purposes of applying APB No. 25,
(b) the criteria for determining whether a plan qualifies as a
noncompensatory plan, (c) the accounting consequences of various
modifications to the terms of a previously fixed stock option or award, and
(d) the accounting for an exchange of stock compensation awards in a business
combination. The provisions of Interpretation No. 44 affecting the Company
are to be applied on a prospective basis effective July 1, 2000.
CONTINGENCIES
In July 1998, the Company filed a declaratory judgement lawsuit in
State District Court in Lubbock, Texas, in which the Court was asked to find
that the Company is not obligated to make severance payments that have been
demanded by Theodore Papit, the former President and Chief Executive Officer
of Furr's. This litigation was settled by agreement with Mr. Papit in June
2000 on terms that the Company's management believes were favorable to the
Company.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
RESULTS OF OPERATIONS
THIRTEEN WEEKS ENDED JUNE 27, 2000 COMPARED TO THIRTEEN WEEKS ENDED JUNE 29,
1999:
Sales for the second fiscal quarter of 2000 were $48.2 million, an
increase of $1.0 million from the same quarter of 1999. Operating income for
the second quarter of 2000 was $3.0 million compared to $1.3 million in the
comparable period in the prior year. Net income for the second quarter of
2000 was $2.4 million compared to $1.2 million in the second quarter 1999.
SALES. Restaurant sales in comparable units increased $.5 million,
or 1.1% in the second quarter of 2000 over the same quarter of 1999,
reflecting the effects of our re-imaging program. Second quarter sales for
the new units opened since first quarter 1999 was $948 thousand, an increase
of $325 thousand over the aggregate sales of the units that were closed after
second quarter 1999. Sales by Dynamic Foods to third parties were $154
thousand higher in the second quarter 2000 than that of second quarter 1999.
COST OF SALES. Excluding depreciation, cost of sales were 29.4% of
sales for the second quarter of 2000 as compared to 29.6% for the same
quarter of 1999. The decrease in the percentage of sales was the result of
lower product costs.
11
<PAGE>
SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and
administrative ("SG&A") expense was lower in the aggregate by $1.2 million in
the second quarter of 2000 as compared to 1999. Second quarter 2000 included
a gain of $397 thousand from the sale of assets. The change in SG&A expense
included an increase of $40 thousand in rent expense, $80 thousand in
supplies expense and $172 thousand in labor and related benefits. We had
decreases of $352 thousand in marketing expense, $135 thousand in other store
expenses and $422 thousand in professional services.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization expense
was higher by $223 thousand in the first quarter of 2000 due to depreciation
of prior year's re-imaging capital expenditures.
INCOME TAXES. Income tax expense of $.5 million was provided in the
second quarter of 2000. Our effective tax rate is lower than the statutory
Federal rate of 35% due to interest expense on restructured debt, which is
reported as additional debt rather than interest expense pursuant to
Statement of Financial Accounting Standard No. 15, "Troubled Debt
Restructurings."
Based on sustained improvement in operating results in 1999, we
reduced the valuation allowance recorded against its deferred tax assets and
recorded a deferred tax asset of $20.8 million in the fourth quarter of 1999.
Prior to that time, we provided no annual income tax expense or benefit
related to results of operations. Management now expects to provide for
income taxes for interim periods at our estimated effective tax rate.
TWENTY-SIX WEEKS ENDED JUNE 27, 2000 COMPARED TO TWENTY-SIX WEEKS ENDED JUNE
29, 1999:
Sales for the first twenty-six weeks of 2000 were $96.0 million, an
increase of $2.8 million from the period of 1999. Operating income for the
first twenty-six weeks of 2000 was $5.7 million compared to $2.7 million in
the comparable period in the prior year. The operating results of the first
twenty-six weeks of 1999 included a special charge of $566 thousand for the
costs associated with the move of our support center from Lubbock, Texas to
Richardson, Texas. Net income for the first twenty-six weeks of 2000 was $4.5
million compared to $2.5 million in the same period of 1999.
SALES. Restaurant sales in comparable units increased $2.1 million,
or 2.3% in the first twenty-six weeks of 2000 over the same period of 1999,
reflecting the effects of our re-imaging program. Year to date sales for the
new units opened since second quarter 1999 was $1.5 million, an increase of
$444 thousand over the aggregate sales of the units that were closed after
second quarter 1999. Sales by Dynamic Foods to third parties were $240
thousand higher in the first twenty-six weeks of 2000 than that of the
comparable period of 1999.
COST OF SALES. Excluding depreciation, cost of sales were 29.4% of
sales for the first twenty-six weeks of 2000 as compared to 29.6% for the
same period of 1999. The decrease in the percentage of sales was the result
of lower product costs.
SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and
administrative ("SG&A") expense was lower in the aggregate by $713 thousand
in the first twenty-six weeks of 2000 as compared to 1999. The twenty-six
weeks of 2000 included an increased gain of $189 thousand from the sale of
assets over the same period of 1999. The change in SG&A expense included an
increase of $134 thousand in rent expense, $239 thousand in supplies expense,
$139 thousand in repairs and maintenance expense and $379 thousand in labor
and related benefits. We had decreases of $450 thousand in marketing expense,
$325 thousand in other store expenses and $573 thousand in professional
services.
12
<PAGE>
DEPRECIATION AND AMORTIZATION. Depreciation and amortization expense
was higher by $442 thousand in the first twenty-six weeks of 2000 due to
depreciation of prior year's re-imaging capital expenditures.
INCOME TAXES. Income tax expense of $1.0 million was provided in the
first twenty-six weeks of 2000. Our effective tax rate is lower than the
statutory Federal rate of 35% due to interest expense on restructured debt,
which is reported as additional debt rather than interest expense pursuant to
Statement of Financial Accounting Standard No. 15, "Troubled Debt
Restructurings."
Based on sustained improvement in operating results in 1999, we
reduced the valuation allowance recorded against its deferred tax assets and
recorded a deferred tax asset of $20.8 million in the fourth quarter of 1999.
Prior to that time, we provided no annual income tax expense or benefit
related to results of operations. Management now expects to provide for
income taxes for interim periods at our estimated effective tax rate.
LIQUIDITY AND CAPITAL RESOURCES
During the twenty-six weeks ended June 27, 2000, cash provided by
operating activities was $7.5 million compared to $6.6 million in the same
period of 1999. We made capital expenditures of $8.2 million during the first
twenty-six weeks of 2000 compared to $8.1 million during the same period of
1999. Capital expenditures for the remainder of fiscal year 2000 are expected
to be $4.4 million. Expenditures for reimaging and new units were front
loaded in the current year to maximize the impact on net income that these
expenditures would generate. Cash and temporary investments were $2.3 million
at June 27, 2000 compared to $9.5 million at June 29, 1999 and $5.2 million
at December 28, 1999. Our current ratio was .48:1 at June 27, 2000 compared
to .65:1 at June 29, 1999 and .47:1 at December 28, 1999. Total assets at
June 27, 2000 aggregated $90.3 million, compared to $68.3 million at June 29,
1999 and $89.5 million at December 28, 1999.
Our restaurants are a cash business. Funds available from cash sales
are not needed to finance receivables and are not generally needed
immediately to pay for food, supplies and certain other expenses of the
restaurants. Therefore, the business and operations of the Company have not
historically required proportionately large amounts of working capital, which
is generally common among similar restaurant companies.
Item 3. Quantitative and Qualitative Disclosure About Market Risk
We are exposed to market risk from changes in commodity prices. We
purchase certain commodities used in food preparation. These commodities are
generally purchased based upon market prices established with vendors. These
purchase arrangements may contain contractual features that limit the price
paid by establishing certain price floors or caps. We do not use financial
instruments to hedge commodity prices because these purchase arrangements
help control the ultimate cost paid and any commodity price aberrations are
generally short term in nature.
Our long-term debt does not expose us to market risk as all interest
accrues at fixed rates. We do not use derivative financial instruments to
manage overall borrowing costs.
This market risk discussion contains forward-looking statements.
Actual results may differ materially from this discussion based upon general
market conditions and changes in domestic and global financial markets.
13
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceeding
In July 1998, we filed a declaratory judgement lawsuit in State District
Court in Lubbock, Texas, in which we ask the Court to find that we are not
obligated to make severance payments that have been demanded by Theodore
Papit, the former President and Chief Executive Officer of Furr's. This
litigation was settled by agreement with Mr. Papit in June 2000 on terms that
we believe were favorable to the Company.
Items 2 and 3 are not applicable and have been intentionally omitted.
Item 4. Submission of Matters to a Vote of Security Holders.
The 2000 Annual Meeting of Stockholders was held on May 23, 2000. At
the meeting, Stockholders voted to elect seven directors to serve one-year
terms and to increase the aggregate number of shares of common stock on the
Company authorized for issuance under the 1995 Stock Option Plan by 200,000.
Following is a summary of the votes cast for each Director nominee:
<TABLE>
<S> <C>
Margaret B. Hampton 7,509,398
Damien Kovary 7,509,205
William J. Nightingale 7,508,319
Max Pine 7,509,192
Phillip Ratner 7,509,145
Barry W. Ridings 7,509,166
Robert Sullivan 7,509,371
</TABLE>
Following is a summary of the tabulation of the vote for increasing
the aggregate number of common stock shares issued under the 1995 Stock
Option Plan:
<TABLE>
<CAPTION>
FOR AGAINST
--- -------
<S> <C>
28,961,540 1,342,853
</TABLE>
Item 5 is not applicable and has been intentionally omitted.
Item 6. Exhibits and Reports on Form 8-K
None.
14
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
DATE: August 9, 2000 FURR'S RESTAURANT GROUP, INC.
----------------------------
/s/ Phillip Ratner
--------------------------------------
Phillip Ratner
President and Chief Executive Officer
/s/ Paul G. Hargett
--------------------------------------
Paul G. Hargett
Chief Financial Officer
15
