<PAGE>
=====================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C.
------------------------------
FORM 10-Q
------------------------------
(Mark One)
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended October 1, 2000
OR
[_] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission File Number: 0-20716
TACO CABANA, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 74-2201241
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
8918 Tesoro Dr., Suite 200
San Antonio, Texas 78217
(Address of principal executive offices)
(210) 804-0990
(Registrant's telephone number, including area code)
---------------------------------------------------------------------
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days:
Yes X No ______
-----
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date:
Class Outstanding at November 1, 2000
----- -------------------------------
Common Stock 11,642,232 shares
<PAGE>
TACO CABANA, INC.
INDEX
<TABLE>
<CAPTION>
Page
Number
------
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets at October 1, 2000
and January 2, 2000 2
Condensed Consolidated Statements of Operations for the Thirteen Weeks
Ended October 1, 2000 and October 3, 1999 3
Condensed Consolidated Statements of Operations for the Thirty-Nine Weeks
Ended October 1, 2000 and October 3, 1999 4
Condensed Consolidated Statements of Cash Flows for the Thirty-Nine Weeks
Ended October 1, 2000 and October 3, 1999 5
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 9
Item 3. Quantitative and Qualitative Disclosures About Market Risk 17
PART II. OTHER INFORMATION
Items 1, 2, 3, 4 and 5 have been omitted since the registrant has no reportable
events in relation to these items
Item 6. Exhibits and Reports on Form 8-K 18
Signature 18
</TABLE>
1
<PAGE>
TACO CABANA, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
January 2, October 1,
2000 2000
------------ ------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents...................................... $ 1,303,000 $ 287,000
Receivables, net............................................... 507,000 817,000
Inventory...................................................... 2,413,000 2,603,000
Prepaid expenses............................................... 3,237,000 3,358,000
Federal income taxes receivable, net........................... 200,000 328,000
Interest receivable............................................ - 271,000
Deferred income taxes.......................................... - 135,000
------------ ------------
Total current assets........................................... 7,660,000 7,799,000
PROPERTY AND EQUIPMENT, net.................................... 82,616,000 91,920,000
NOTES RECEIVABLE............................................... 278,000 256,000
INTANGIBLE ASSETS, net......................................... 10,139,000 9,699,000
OTHER ASSETS................................................... 312,000 218,000
DEFERRED INCOME TAXES.......................................... - 7,549,000
------------ ------------
TOTAL.......................................................... $101,005,000 $117,441,000
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable............................................... $ 4,962,000 $ 3,721,000
Accrued liabilities............................................ 6,063,000 6,470,000
Current maturities of long-term debt and capital leases........ 5,251,000 4,331,000
Line of credit................................................. 1,000,000 1,740,000
------------ ------------
Total current liabilities...................................... 17,276,000 16,262,000
LONG-TERM OBLIGATIONS, net of current maturities:
Capital leases................................................. 1,901,000 1,706,000
Long-term debt................................................. 31,756,000 35,856,000
------------ ------------
Total long-term obligations.................................... 33,657,000 37,562,000
ACQUISITION AND CLOSED RESTAURANT LIABILITIES.................. 6,330,000 5,288,000
DEFERRED LEASE PAYMENTS........................................ 744,000 798,000
STOCKHOLDERS' EQUITY:
Common stock................................................... 134,000 135,000
Additional paid-in capital..................................... 84,731,000 85,052,000
Retained deficit............................................... (30,427,000) (12,678,000)
Treasury stock, at cost (1,354,600 shares at January 2, 2000)
and 1,856,000 shares at October 1, 2000)..................... (11,440,000) (14,978,000)
------------ ------------
Total stockholders' equity................................... 42,998,000 57,531,000
------------ ------------
TOTAL.......................................................... $101,005,000 $117,441,000
============ ============
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
2
<PAGE>
TACO CABANA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
For the Thirteen Weeks Ended
-----------------------------
October 3, October 1,
1999 2000
----------- -----------
<S> <C> <C>
REVENUES:
Restaurant sales..................................... $41,359,000 $45,239,000
Franchise fees and other income...................... 90,000 103,000
----------- -----------
Total revenues....................................... 41,449,000 45,342,000
----------- -----------
COSTS AND EXPENSES:
Restaurant cost of sales............................. 12,539,000 13,654,000
Labor................................................ 11,245,000 12,529,000
Occupancy............................................ 2,094,000 2,235,000
Other restaurant operating costs..................... 6,953,000 8,025,000
General and administrative........................... 1,915,000 1,935,000
Depreciation and amortization........................ 2,235,000 2,280,000
Restaurant opening costs............................. 227,000 303,000
----------- -----------
Total costs and expenses............................. 37,208,000 40,961,000
----------- -----------
INCOME FROM OPERATIONS............................... 4,241,000 4,381,000
----------- -----------
INTEREST EXPENSE, NET................................ (586,000) (645,000)
----------- -----------
INCOME BEFORE INCOME TAXES........................... 3,655,000 3,736,000
INCOME TAX BENEFIT, NET.............................. - 8,500,000
----------- -----------
NET INCOME........................................... $ 3,655,000 $12,236,000
=========== ===========
BASIC EARNINGS PER SHARE............................. $ 0.27 $ 1.05
=========== ===========
BASIC WEIGHTED SHARES OUTSTANDING.................... 13,292,151 11,621,468
=========== ===========
DILUTED EARNINGS PER SHARE........................... $ 0.27 $ 1.05
=========== ===========
DILUTED WEIGHTED SHARES OUTSTANDING.................. 13,776,090 11,670,010
=========== ===========
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
3
<PAGE>
TACO CABANA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
For the Thirty-Nine Weeks Ended
--------------------------------
October 3, October 1,
1999 2000
------------ ------------
<S> <C> <C>
REVENUES:
Restaurant sales....................................... $119,516,000 $129,704,000
Franchise fees and other income........................ 260,000 283,000
------------ ------------
Total revenues....................................... 119,776,000 129,987,000
------------ ------------
COSTS AND EXPENSES:
Restaurant cost of sales............................... 35,975,000 38,626,000
Labor.................................................. 32,785,000 35,749,000
Occupancy.............................................. 6,167,000 6,566,000
Other restaurant operating costs....................... 19,853,000 22,309,000
General and administrative............................. 5,876,000 6,463,000
Depreciation and amortization.......................... 6,471,000 6,773,000
Restaurant opening costs............................... 671,000 754,000
------------ ------------
Total costs and expenses............................... 107,798,000 117,240,000
------------ ------------
INCOME FROM OPERATIONS................................. 11,978,000 12,747,000
------------ ------------
INTEREST EXPENSE, NET.................................. (1,702,000) (2,288,000)
------------ ------------
INCOME BEFORE INCOME TAXES............................. 10,276,000 10,459,000
INCOME TAX BENEFIT, NET................................ - 7,290,000
------------ ------------
NET INCOME............................................. $ 10,276,000 $ 17,749,000
============ ============
BASIC EARNINGS PER SHARE............................... $ 0.77 $ 1.52
============ ============
BASIC WEIGHTED SHARES OUTSTANDING...................... 13,378,942 11,658,816
============ ============
DILUTED EARNINGS PER SHARE............................. $ 0.75 $ 1.51
============ ============
DILUTED WEIGHTED SHARES OUTSTANDING.................... 13,760,243 11,771,167
============ ============
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
4
<PAGE>
TACO CABANA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
For the Thirty-Nine Weeks Ended
---------------------------------
October 3, October 1,
1999 2000
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income................................................. $ 10,276,000 $ 17,749,000
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization.......................... 6,471,000 6,773,000
Deferred income taxes.................................. - (7,684,000)
Changes in operating working capital items............. (1,309,000) (2,471,000)
------------ ------------
Net cash provided by operating activities.................. 15,438,000 14,367,000
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment......................... (17,624,000) (15,742,000)
Proceeds from the sale of property and equipment........... 1,337,000 -
------------ ------------
Net cash used for investing activities..................... (16,287,000) (15,742,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from issuance of long-term debt............... 4,377,000 3,160,000
(Payments) proceeds on revolving line of credit............ (1,395,000) 740,000
Principal payments under capital leases.................... (159,000) (176,000)
Purchase of treasury shares................................ (1,579,000) (3,538,000)
Exercise of stock options.................................. 523,000 173,000
------------ ------------
Net cash provided by financing activities.................. 1,767,000 359,000
------------ ------------
NET INCREASE (DECREASE) IN CASH............................ 918,000 (1,016,000)
CASH AND CASH EQUIVALENTS, beginning of period............. 719,000 1,303,000
------------ ------------
CASH AND CASH EQUIVALENTS, end of period................... $ 1,637,000 $ 287,000
============ ============
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
5
<PAGE>
TACO CABANA, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation
Principles of Consolidation - The consolidated financial statements include all
accounts of Taco Cabana, Inc. and its wholly-owned subsidiaries (the Company).
All significant intercompany balances and transactions have been eliminated.
The unaudited Condensed Consolidated Financial Statements include all
adjustments, consisting of normal, recurring adjustments and accruals, which the
Company considers necessary for fair presentation of financial position and the
results of operations for the periods presented. Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted. The interim financial statements should be read in conjunction with the
Company's Annual Report on Form 10-K for the year ended January 2, 2000.
2. Stockholders' Equity
The Company's Board of Directors previously approved plans to repurchase up to a
total of 4,500,000 shares of the Company's Common Stock. Through the first
quarter of 1999, the Company had repurchased 2,585,000 shares with an aggregate
cost of $13.9 million. During the first quarter of 1999, the Company retired
all shares held as treasury shares. The cost of retired shares in excess of par
value has been charged to additional paid in capital. Subsequent to the first
quarter of 1999, the Company repurchased an additional 1,865,000 shares at an
aggregate cost of $15.0 million, which as of October 1, 2000 were held as
treasury stock.
3. Earnings per Share
Basic earnings per share was computed by dividing income available to common
stockholders by the weighted average number of common shares outstanding for the
reporting period. Diluted earnings per share reflects the potential dilution
that could occur if securities or other contracts to issue common stock were
exercised or converted into common stock. Outstanding stock options issued by
the Company represent the only dilutive effect reflected in diluted weighted
average shares.
6
<PAGE>
The following table sets forth the computation of basic and diluted earnings per
share:
<TABLE>
<CAPTION>
13 Weeks Ended 39 Weeks Ended
------------------------ ------------------------
October 3, October 1, October 3, October 1,
1999 2000 1999 2000
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Numerator for basic and diluted earnings
per share: Net income........................ $ 3,655,000 $12,236,000 $10,276,000 $17,749,000
Denominator for basic earnings per share:
Weighted-average shares.................... 13,392,151 11,621,468 13,378,942 11,658,816
Effect of dilutive securities:
Employee stock options....................... 383,939 48,542 381,301 112,351
----------- ----------- ----------- -----------
Denominator for diluted earnings per share:
Adjusted weighted-average and assumed
conversions 13,776,090 11,670,010 13,760,243 11,771,167
=========== =========== =========== ===========
Basic earnings per share..................... $ 0.27 $ 1.05 $ 0.77 $ 1.52
=========== =========== =========== ===========
Diluted earnings per share................... $ 0.27 $ 1.05 $ 0.75 $ 1.51
=========== =========== =========== ===========
</TABLE>
4. Income Tax Benefit
The amount recorded during 2000 reflects the reversal of a valuation allowance
established in 1997 on the Company's net deferred tax asset, net of current year
federal income tax expense. An audit by the Internal Revenue Service of the
1994 through 1996 tax years was completed during the third quarter of 2000.
Management expects a refund from this audit of approximately $717,000 and
interest of approximately $271,000. A receivable for the anticipated refund was
recorded during the third quarter of 2000. In addition, management anticipates
that upon the completion of an audit by the Internal Revenue Service of the 1997
tax year a refund of approximately $1.6 million could be received, although
there is no assurance that such amount will be received until the audit is
completed. No benefit or provision has been recorded in the financial
statements for the anticipated resolution of this examination.
5. Supplemental Disclosure of Cash Flow Information
<TABLE>
<CAPTION>
Thirty-Nine Weeks Ended
---------------------------------------------
October 3, 1999 October 1, 2000
-------------------- -----------------------
(Unaudited) (Unaudited)
<S> <C> <C>
Cash paid for interest...................................... $1,656,000 $2,804,000
Interest capitalized on construction costs.................. 107,000 205,000
Cash paid for income taxes.................................. - 345,000
</TABLE>
7
<PAGE>
6. New Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities." SFAS No. 133, as
amended by SFAS No. 137 and SFAS No. 138, establishes accounting and reporting
standards for derivative instruments and hedging activities. It requires that an
entity recognize all derivatives as either assets or liabilities in the
statement of financial position and measure those instruments at fair value.
This statement is effective for the Company beginning in the first quarter of
fiscal year 2001. The Company believes that the adoption of the Statements will
not have a material effect on its financial statements, based on current
activities.
In fiscal 2000, the SEC issued Staff Accounting Bulletin 101, "Recognition"
("SAB No. 101"). SAB No. 101 addresses issues related to revenue recognition and
does not impact the Company's consolidated results of operations, financial
position or cash flows.
8
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Introduction
The Company commenced operations in 1978 with the opening of the first Taco
Cabana restaurant in San Antonio, Texas. As of November 1, 2000, the Company had
117 Company-owned restaurants and 10 franchised restaurants. The Company's
revenues are derived primarily from sales by Company-owned restaurants, with
franchise fees and other income currently contributing less than 1% of total
revenues.
During the thirty-nine weeks ended October 1, 2000, the Company opened eight and
closed one Company-owned restaurants. Subsequent to October 1, 2000, the Company
opened two restaurants and closed one restaurant.
On October 6, 2000, Taco Cabana, Inc. executed a definitive Agreement and Plan
of Merger under which Carrols Corporation would purchase, for cash, all of the
outstanding common shares of Taco Cabana, Inc. at a price of $9.04 per share, or
a total of approximately $105 million for the 11.6 million common shares
outstanding. The total transaction is valued at approximately $152 million
including the purchase of the outstanding shares, employee stock options and the
assumption of Taco Cabana's outstanding debt which is approximately $42 million.
Completion of the transaction is subject to approval of Taco Cabana's
shareholders, expiration or termination of the applicable waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, which has subsequently
been received, and funding under Carrols' commitment from its senior lender.
Carrols has secured a commitment for senior debt financing for the transaction
from Chase Manhattan Bank. It is subject to customary closing conditions. Taco
Cabana also announced that it has amended its stockholder rights plan to provide
that Carrols will not be deemed an "acquiring person" in connection with the
proposed merger and that the stockholder rights plan will not be triggered as a
result of the proposed transaction.
On November 6, 2000, the Company announced that a special meeting of the
shareholders of Taco Cabana, Inc. will be held on Monday, December 18, 2000 at
10:00 a.m., local time, at the Company's headquarters, 8918 Tesoro Drive, Suite
200, San Antonio, Texas 78217. The purpose of the special meeting is to consider
and vote upon a proposal to approve the Agreement and Plan of Merger between
Taco Cabana, Inc. and Carrols Corporation. Holders of Taco Cabana shares at the
close of business, 5:00 p.m. Eastern Standard Time, on Wednesday, November 8,
2000 are entitled to attend and vote at the meeting.
9
<PAGE>
The following table sets forth for the periods indicated the percentage
relationship to total revenues, unless otherwise indicated, of certain operating
statement data. The table also sets forth certain restaurant data for the
periods indicated.
<TABLE>
<CAPTION>
13 Weeks Ended 39 Weeks Ended
------------------- ------------------------
October 3, October 1, October 3, October 1,
1999 2000 1999 2000
----- ----- ----- -----
<S> <C> <C> <C> <C>
Operating Statement Data:
REVENUES:
Restaurant sales...................... 99.8% 99.8% 99.8% 99.8%
Franchise fees and other income....... 0.2 0.2 0.2 0.2
----- ----- ----- -----
Total revenues........................ 100.0% 100.0% 100.0% 100.0%
===== ===== ===== =====
COSTS AND EXPENSES:
Restaurant cost of sales (1).......... 30.3% 30.2% 30.1% 29.8%
Labor (1)............................. 27.2 27.7 27.4 27.6
Occupancy (1)......................... 5.1 4.9 5.2 5.1
Other restaurant operating costs (1).. 16.8 17.7 16.6 17.2
General and administrative............ 4.6 4.3 4.9 5.0
Depreciation and amortization......... 5.4 5.0 5.4 5.2
Restaurant opening costs.............. 0.5 0.7 0.6 0.6
----- ----- ----- -----
INCOME FROM OPERATIONS.................. 10.2 9.7 10.0 9.8
INTEREST EXPENSE, net................... (1.4) (1.4) (1.4) (1.8)
----- ----- ----- -----
INCOME BEFORE
INCOME TAXES.......................... 8.8 8.2 8.6 8.0
INCOME TAX EXPENSE...................... - 18.7 - 5.6
----- ----- ----- -----
NET INCOME.............................. 8.8% 27.0% 8.6% 13.7%
===== ===== ===== =====
Restaurant Data:
Company-owned restaurants:
Beginning of period................... 106 112 102 109
Opened................................ 2 4 8 8
Closed................................ - - (2) (1)
----- ----- ----- -----
End of period......................... 108 116 108 116
Franchised restaurants.................. 10 10 10 10
----- ----- ----- -----
Total restaurants:...................... 118 126 118 126
===== ===== ===== =====
</TABLE>
(1) Percentage is calculated based upon restaurant sales.
10
<PAGE>
The Thirteen Weeks Ended October 1, 2000 Compared to the Thirteen Weeks Ended
October 3, 1999
Restaurant Sales. Restaurant sales increased by $3.9 million, or 9%, to $45.2
million for the third quarter of 2000 from $41.4 million for the third quarter
in 1999. The increase is due to an increase in sales at existing restaurants and
the opening of new restaurants. Comparable store sales, defined as Taco Cabana
restaurants that have been open 18 months or more at the beginning of the
quarter, increased 3.7%. Management attributes the increase to several factors
including the continued success of the Company's marketing program, a commitment
to increased staffing levels at existing restaurants, the reimage program and a
price increase taken in the fourth quarter of 1999. Sales from restaurants
opened after October 3, 1999 accounted for an increase of $2.9 million. This
increase was offset by sales of $356,000 from restaurants which were closed
after October 3, 1999.
Restaurant Cost of Sales. Restaurant cost of sales, calculated as a percentage
of restaurant sales, decreased to 30.2% in the third quarter of 2000 from 30.3%
for the third quarter of 1999. The decrease was due primarily to a price
increase implemented in the last quarter of 1999 and continued improvements in
the management of food costs through operational controls and strong purchasing
programs. Management expects this amount, as a percentage of restaurant sales,
to continue to show improvement on a year over year basis for the remainder of
2000.
Labor. Labor costs calculated as a percentage of restaurant sales increased to
27.7% during the third quarter of 2000 from 27.2% for the same period in 1999.
The increase is primarily due to the opening of seven new restaurants during the
last six months of 2000 compared to the opening of six restaurants during the
same period in 1999. New restaurants generally have higher than normal labor
costs for the first four to six months of operations. Management expects labor
costs, as a percentage of restaurant sales, to increase on a year over year
basis during the remainder of 2000.
Occupancy. Occupancy costs increased by $141,000 during the third quarter of
2000 compared to the third quarter of 1999. The increase is primarily due to the
opening of new restaurants during the last twelve months. As a percentage of
restaurant sales, occupancy costs decreased to 4.9% in the third quarter of 2000
compared to 5.1% in the third quarter of 1999. Management expects the dollar
amount to increase due to new openings, although it should continue to show
improvement as a percentage of restaurant sales during the remainder of 2000.
Other Restaurant Operating Costs. Other restaurant operating costs, as a
percentage of restaurant sales, increased to 17.7% for the third quarter of 2000
compared to 16.8% for the third quarter of 1999. The increase is primarily due
to an increase in utility costs as a result of higher energy prices and an
increase in marketing and promotional activities. Management expects this
amount, as a percentage of restaurant sales, to be slightly higher or remain
constant on a year over year basis during the remainder of 2000.
11
<PAGE>
General and Administrative. General and administrative expenses increased
$20,000 during the third quarter of 2000 compared to the third quarter of 1999.
As a percentage of sales, general and administrative expenses decreased to 4.3%
for the third quarter of 2000 compared to 4.6% in the same period of 1999. The
dollar amount of increase is primarily due to an increased level of expenditures
to support the Company's entry into new markets. Management expects this amount,
as a percentage of sales, to be slightly lower compared to the prior year during
the remainder of 2000.
Depreciation and Amortization. Depreciation and amortization costs consisted of
the following:
<TABLE>
<CAPTION>
Thirteen Weeks Ended
----------------------------------------------
October 3, 1999 October 1, 2000
--------------------- ---------------------
(Unaudited) (Unaudited)
<S> <C> <C>
Depreciation of property and equipment.................. $2,089,000 $2,134,000
Amortization of intangible assets....................... 146,000 146,000
</TABLE>
Depreciation expense increased by $45,000 for the quarter ended October 1, 2000
compared to the quarter ended October 3, 1999. The increase was due to the
addition of new restaurants as well as continued capital improvements to
existing restaurants, offset by a net reduction in depreciation on existing
assets.
Restaurant Opening Costs. Restaurant opening costs increased $76,000 in the
third quarter of 2000 compared to the third quarter of 1999. The increase in
restaurant opening costs is due to an increase in the number of restaurants
opened during the third quarter of 2000 compared to the third quarter of 1999.
The Company opened four restaurants during the thirteen weeks ended October 1,
2000 compared to two restaurants in the same period of 1999. Management expects
restaurant opening costs to increase during the remainder of 2000 compared to
1999.
Interest Expense, net. Interest expense, net of interest capitalized on
construction costs, increased to $645,000 in the third quarter of 2000 from
$586,000 in the third quarter of 1999, primarily as a result of additional
borrowings under the Company's debt facilities and an increase in the interest
rate on the Company's borrowings. The increase was partially offset by the
accrual of $271,000 relating to a refund of federal income taxes. The Company
capitalized $68,000 of interest related to new restaurant construction in the
most recent quarter compared to $22,000 during the third quarter of 1999.
12
<PAGE>
Income Taxes. Income tax benefit, net of income tax expense, was $8.5 million in
the third quarter of 2000 compared to zero in the third quarter of 1999. The
amount recorded during the third quarter of 2000 reflects the reversal of a
valuation allowance established in 1997 on the Company's net deferred tax asset,
net of the most recent quarterly federal income tax expense. An audit by the
Internal Revenue Service of the 1994 through 1996 tax years was completed during
the third quarter of 2000. Management expects a refund from this audit of
approximately $717,000 and interest of approximately $271,000. A receivable for
the anticipated refund was recorded during the third quarter of 2000. In
addition, management anticipates that upon the completion of an audit by the
Internal Revenue Service of the 1997 tax year a refund of approximately $1.6
million could be received, although there is no assurance that such amount will
be received until the audit is completed. No benefit or provision has been
recorded in the financial statements for the anticipated resolution of this
examination.
Net Income and Earnings Per Share. Net income increased to $12.2 million for the
third quarter of 2000 from $3.7 million for the same period in 1999. Net income
was 27.0% of total revenues for the third quarter in 2000 compared to 8.8% in
the third quarter of 1999. Diluted earnings per share was $1.05 for the third
quarter of 2000 compared to $0.27 in the same period of 1999. The increase in
net income and earnings per share during the third quarter of 2000 is due
primarily to the recognition of an income tax benefit and higher income from
operations. The increase was partially offset by an increase in interest
expense. Diluted earnings per share was impacted by a lower number of shares
outstanding in the thirteen weeks ended October 1, 2000 compared to the thirteen
weeks ended October 3, 1999.
The Thirty-Nine Weeks Ended October 1, 2000 Compared to the Thirty-Nine Weeks
Ended October 3, 1999
Restaurant Sales. Restaurant sales increased by $10.2 million, or 9%, to $129.7
million for the thirty-nine weeks ended October 1, 2000 from $119.5 million for
the comparable period in 1999. The increase is due to an increase in sales at
existing restaurants and the opening of new restaurants. Comparable store sales,
defined as Taco Cabana restaurants that have been open 18 months or more at the
beginning of the quarter, increased 3.3%. Management attributes the increase to
several factors including the continued success of the Company's marketing
program, a commitment to increased staffing levels at existing restaurants, the
reimage program and a price increase taken in the fourth quarter of 1999. Sales
from restaurants opened after October 3, 1999 accounted for an increase of $5.5
million. This increase was offset by sales from restaurants which were closed
after October 3, 1999 of $1.1 million.
Restaurant Cost of Sales. Restaurant cost of sales, calculated as a percentage
of restaurant sales, decreased to 29.8% during the thirty-nine weeks ended
October 1, 2000 from 30.1% for the same period in 1999. The decrease was
primarily due to a price increase implemented in the last quarter of 1999 and
continued improvements in the management of food costs through operational
controls and strong purchasing programs. Management expects this amount, as a
percentage of restaurant sales, to continue to show improvement on a year over
year basis for the remainder of 2000.
13
<PAGE>
Labor. Labor costs calculated as a percentage of restaurant sales increased to
27.6% for the thirty-nine weeks ended October 1, 2000 from 27.4% for the same
period in 1999. The increase is primarily due to an increase in restaurant
openings in the thirty-nine weeks ended October 1, 2000 compared to the same
period in 1999. New restaurants generally have higher than normal labor costs
for the first four to six months of operations. Management expects labor costs,
as a percentage of restaurant sales, to increase on a year over year basis
during the remainder of 2000.
Occupancy. Occupancy costs increased by $399,000 during the thirty-nine weeks
ended October 1, 2000 compared to the same period in 1999. The increase is
primarily due to the opening of new restaurants. As a percentage of restaurant
sales, occupancy costs decreased to 5.1% for the thirty-nine weeks ended October
1, 2000 compared to 5.2% for the same period in 1999. Management expects the
dollar amount to increase due to new openings but to continue to show
improvement as a percentage of restaurant sales during the remainder of 2000.
Other Restaurant Operating Costs. Other restaurant operating costs increased to
$22.3 million in the thirty-nine weeks ended October 1, 2000 compared to $19.9
million in the same period of 1999. As a percentage of restaurant sales, other
restaurant operating costs increased to 17.2% for the thirty-nine weeks ended
October 1, 2000 compared to 16.6% for the same period in 1999. The increase is
primarily due to an increase in utility costs as a result of higher energy
prices and an increase in marketing and promotional activities. Management
expects this amount, as a percentage of restaurant sales, to be slightly higher
or remain constant on a year over year basis during the remainder of 2000.
General and Administrative. General and administrative expenses increased to
$6.5 million for the thirty-nine weeks ended October 1, 2000 from $5.9 million
in the comparable period of 1999. As a percentage of sales, general and
administrative expenses increased to 5.0% for the thirty-nine weeks ended
October 1, 2000 compared to 4.9% for the same period in 1999. The increase is
primarily due to an increased level of expenditures to support the Company's
entry into new markets. Management expects this amount, as a percentage of
sales, to be slightly lower compared to the prior year during the remainder of
2000.
Depreciation and Amortization. Depreciation and amortization costs consisted of
the following:
<TABLE>
<CAPTION>
Thirty-Nine Weeks Ended
------------------------------------------
October 3, 1999 October 1, 2000
--------------------- ------------------
(Unaudited) (Unaudited)
<S> <C> <C>
Depreciation of property and equipment.............. $6,032,000 $6,334,000
Amortization of intangible assets.................. 439,000 439,000
</TABLE>
Depreciation expense increased by $302,000 for the thirty-nine weeks ended
October 1, 2000 compared to the same period in 1999. The increase was due to the
addition of new restaurants as well as continued capital improvements to
existing restaurants, offset by a net reduction in depreciation on existing
assets.
14
<PAGE>
Restaurant Opening Costs. Restaurant opening costs increased to $754,000 for the
thirty-nine weeks ended October 1, 2000 compared to the same period in 1999. The
increase in restaurant opening costs is due to an increase in the number of
restaurants opened during 2000 compared to 1999. The Company opened eight
restaurants during the thirty-nine weeks ended October 1, 2000 compared to six
restaurants in the same period of 1999. Management expects restaurant opening
costs to increase during the remainder of 2000 compared to 1999.
Interest Expense, net. Interest expense, net of interest capitalized on
construction costs, increased to $2.3 million during the thirty-nine weeks ended
October 1, 2000 from $1.7 million in the same period of 1999, primarily as a
result of additional borrowings under the Company's debt facilities and an
increase in the interest rate on the Company's borrowings. The increase was
partially offset by the accrual of $271,000 relating to a refund of federal
income taxes. In addition, the Company capitalized $205,000 of interest related
to new restaurant construction during the thirty-nine weeks ended October 1,
2000 compared to $107,000 during the same period in 1999.
Income Taxes. Income tax benefit was $7.3 million for the thirty-nine weeks
ended October 1, 2000 compared to zero in the same period of 1999. The amount
recorded during 2000 reflects the reversal of a valuation allowance established
in 1997 on the Company's net deferred tax asset, net of current year federal
income tax expense. An audit by the Internal Revenue Service of the 1994 through
1996 tax years was completed during the third quarter of 2000. Management
expects a refund from this audit of approximately $717,000 and interest of
approximately $271,000. A receivable for the anticipated refund was recorded
during the third quarter of 2000. In addition, management anticipates that upon
the completion of an audit by the Internal Revenue Service of the 1997 tax year
a refund of approximately $1.6 million could be received, although there is no
assurance that such amount will be received until the audit is completed. No
benefit or provision has been recorded in the financial statements for the
anticipated resolution of this examination.
Net Income and Earnings Per Share. Net income increased to $17.7 million for the
thirty-nine weeks ended October 1, 2000 from $10.3 million for the same period
in 1999. Net income was 13.7% of total revenues for the thirty-nine weeks ended
October 1, 2000 compared to 8.6% in the same period of 1999. Diluted earnings
per share was $1.51 for the thirty-nine weeks ended October 1, 2000 compared to
$0.75 in the same period of 1999. The increase in net income and earnings per
share during 2000 is due primarily to the recognition of an income tax benefit
and higher income from operations. The increase was partially offset by an
increase in interest expense. Diluted earnings per share was impacted by a lower
number of shares outstanding in the thirty nine weeks ended October 1, 2000
compared to the thirty nine weeks ended October 3, 1999.
Liquidity and Capital Resources
Historically, the Company has financed business and expansion activities by
using funds generated from operating activities, build-to-suit leases, equity
financing, short and long-term debt and capital leases. The Company maintains
credit facilities totaling $50.0 million, including a $5.0 million unsecured
revolving line of credit. As of November 3, 2000, the aggregate outstanding
balance under these commitments was $43.0 million.
15
<PAGE>
Net cash provided by operating activities decreased to $14.4 million for the
thirty-nine weeks ended October 1, 2000, from $15.4 million for the thirty-nine
weeks ended October 3, 1999, due primarily to the recognition of income tax
expense and an increase in interest expense for the most recent period.
Net cash used in investing activities was $15.7 million for the thirty-nine
weeks ended October 1, 2000, representing primarily capital expenditures for the
construction of new restaurants and improvements to existing restaurants. This
compares to $16.3 million in net cash used in investing activities for the
thirty-nine weeks ended October 3, 1999, representing primarily capital
expenditures for the construction of new restaurants and improvements to
existing restaurants, offset by the sale of assets generating $1.3 million in
proceeds.
Net cash provided by financing activities was $359,000 for the thirty-nine weeks
ended October 1, 2000, representing primarily net borrowings from the Company's
debt facilities, offset by the purchase of $3.5 million in treasury stock. This
compares to $1.8 million in net cash provided by financing activities for the
thirty-nine weeks ended October 3, 1999, representing primarily net borrowings
under the Company's debt facilities, offset by the purchase of $1.6 million in
treasury stock.
The Company regularly evaluates the operations of its under-performing
restaurants. As part of the evaluation, the Company considers alternative uses
for these properties. The alternative uses could include sale, sub-lease or
lease buy-out of these properties. Subsequent to October 1, 2000, the Company
closed one under-performing restaurant and has negotiated a favorable lease
termination agreement which is subject to certain conditions of a third party.
The Company is currently evaluating one additional leased property. At this
time, the amount, timing and financial statement impact of any potential
transaction cannot be determined.
The special charges recorded in prior years included accruals of approximately
$10.2 million to record the estimated monthly lease payments, net of expected
sublease receipts, associated with certain restaurants which have been closed.
Cash requirements for this accrual were approximately $623,000 during the
thirty-nine weeks ended October 1, 2000. The Company currently has two closed
restaurant properties for sale which were covered by the special charges.
Although there can be no assurance of the particular price at which such
property will be sold, the Company expects to receive funds equal to or in
excess of the carrying value upon the actual disposition of these properties. In
addition, certain acquisition and accrued liabilities related to a prior
acquisition were reduced by payments of approximately $323,000 during the
thirty-nine weeks ended October 1, 2000.
The Company believes that existing cash balances, funds generated from
operations, its ability to borrow, and the possible use of lease financing will
be sufficient to meet the Company's capital requirements through 2001.
Impact of Inflation
Although increases in labor, food or other operating costs could adversely
affect the Company's operations, management does not believe that inflation has
had a material adverse effect on the Company's operations to date.
16
<PAGE>
Seasonality and Quarterly Results
The Company's sales fluctuate seasonally. Historically, the Company's highest
sales and earnings occur in the second and third quarters. In addition,
quarterly results are affected by the timing of the opening and closing of
stores. Therefore, quarterly results cannot be used to indicate results for the
entire year.
Forward-Looking Statements
Statements in this quarterly report concerning Taco Cabana which are (a)
projections of revenues, costs, including trends in cost of sales, operating
costs, labor, depreciation and amortization, restaurant opening costs, general
and administrative costs and interest or other financial items, (b) statements
of plans and objectives for future operations, specifically statements regarding
planned restaurant openings and closings as well as projected property sales,
lease buy-outs, sub-leases and cash flows, (c) statements of future economic
performance, (d) statements of projected tax rates, refunds or the utilization
of net operating loss tax carryforwards, (e) statements regarding the proposed
merger between the Company and Carrols Corporation or (f) statements of
assumptions or estimates underlying or supporting the foregoing are forward-
looking statements within the meaning of Section 27A of the Securities Act of
1933 and Section 21E of the Securities Act of 1934. The ultimate accuracy of
forward-looking statements is subject to a wide range of risks, uncertainties
and other factors which may cause actual results and outcomes to differ, often
materially, from expectations. Any number of important factors could cause
actual results to differ materially from those in the forward-looking statements
herein, including the following: the timing and extent of changes in prices of
commodities and supplies that the Company utilizes; cost and availability of
labor; actions of our customers and competitors; changes in state and federal
environmental, economic, safety and other policies and regulations and any legal
or regulatory delays, including resolution of income tax matters, or other
factors beyond the Company's control; execution of planned capital projects;
weather conditions affecting the Company's operations; natural disasters
affecting operations; and adverse rulings, judgments, or settlements in
litigations or other legal matters. The Company disclaims any intention or
obligation to update or revise any such forward-looking statements, whether as a
result of new information, future events or otherwise.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Company is exposed to market risk from changes in interest rates on debt and
changes in commodity prices.
The Company's exposure to interest rate risk currently consists of its notes
payable and outstanding line of credit. The Company has notes payable and a line
of credit which bear interest at the lesser of the London Interbank Offer Rate
plus 2.25% or the prime rate. The aggregate balance outstanding of these notes
and the line of credit as of November 3, 2000 was $43.0 million. The impact on
the Company's results of operations of a one-point interest rate change on the
outstanding balances under the notes payable and line of credit as of August 4,
2000 would be approximately $430,000 per year.
17
<PAGE>
The Company purchases certain commodities such as beef, chicken, flour, produce
and dairy products. 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 price floors or
caps. The Company does not use financial instruments to hedge commodity prices
because these purchase arrangements help control the ultimate cost and any
commodity price aberrations are generally short term in nature.
This market risk discussion contains forward-looking statements. Actual results
may differ materially from this discussion based upon general market conditions
and changes in financial markets.
PART II
Items 1, 2, 3, 4 and 5 have been omitted since the registrant has no reportable
events in relation to these items.
Item 6. Exhibits and Reports on Form 8-K
Exhibit 27 Financial Data Schedule. Filed with EDGAR version.
No reports on Form 8-K were filed during the period covered by this report.
Signature
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.
Dated: November 14, 2000 Taco Cabana, Inc.
/s/ David G. Lloyd
---------------------
David G. Lloyd
Senior Vice President, Chief Financial
Officer,
Secretary and Treasurer
Signing on behalf of the registrant and as
the principal financial and accounting
officer
18
