<PAGE>
U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-QSB
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE PERIOD ENDED MARCH 31, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT
FOR THE TRANSITION PERIOD FROM TO
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Commission file number 0-25366
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AUSTINS STEAKS & SALOON, INC.
(Exact name of small business issuer as specified in its charter)
Delaware 86-0723400
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification No.)
6940 "O" Street, Suite 334
Lincoln, Nebraska 68510
(Address of principal executive offices)
(402) 466-2333
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 April 30, 1999, there were 2,647,927 shares of the issuer's common stock
outstanding.
<PAGE>
Part I: Financial Information
Item 1 - FINANCIAL STATEMENTS
AUSTINS STEAKS & SALOON, INC.
Consolidated Balance Sheets
as of March 31, 1999 and December 31, 1998
<TABLE>
<CAPTION>
March 31,
1999 December 31,
(unaudited) 1998
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<S> <C> <C>
ASSETS
Current assets:
Cash $ 51,357 $ 44,211
Inventories 118,894 116,490
Prepaid expenses & other current assets 231,041 190,926
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Total current assets 401,292 351,627
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Equipment 1,551,321 1,664,985
Leasehold improvements 2,447,400 2,633,919
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3,998,721 4,298,904
Accumulated depreciation & amortization (1,667,036) (1,869,825)
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Equipment & leasehold improvements, net 2,331,685 2,429,079
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Intangibles, net 519,130 530,916
Other assets 776,623 782,300
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$ 4,028,730 $ 4,093,922
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Cash overdraft $ 116,234 $ 53,038
Accounts payable 661,360 753,328
Interest payable 4,254 9,150
Unredeemed gift certificates 80,700 100,095
Current portion of long-term debt 820,587 95,817
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Total current liabilities 1,683,135 1,011,428
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Long-term debt, net of current portion 237,817 982,147
Note payable to shareholder 269,928 269,928
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Total liabilities 507,745 2,263,503
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STOCKHOLDERS' EQUITY
Common stock ($0.01 par value; 7,500,000
shares authorized; 2,647,927 shares
issued and outstanding) 26,479 26,479
Additional paid-in capital 5,775,055 5,775,055
Accumulated deficit (3,963,684) (3,971,115)
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Total stockholders' equity 1,837,850 1,830,419
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$ 4,028,730 $ 4,093,922
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</TABLE>
The accompanying notes are an integral part of the
consolidated financial statements.
<PAGE>
AUSTINS STEAKS & SALOON, INC.
Consolidated Statements of Operations
for the three months ended March 31, 1999 and 1998
(unaudited)
<TABLE>
<CAPTION>
1999 1998
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<S> <C> <C>
Net sales $ 2,277,860 $ 2,407,397
Costs and expenses:
Cost of sales 1,464,305 1,647,187
Restaurant operating expenses 632,397 658,925
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Restaurant costs and expenses 2,096,702 2,306,112
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Restaurant operating income 181,158 101,285
General and administrative 146,110 109,768
Loss on sale of restaurant - 35,000
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Income (loss) from operations 35,048 (43,483)
Other expenses:
Interest expense 27,617 21,046
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Net income (loss) $ 7,431 $ (64,529)
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Basic and diluted net income (loss) per share $ 0.00 $ (0.03)
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Weighted average number of common shares outstanding 2,647,927 2,331,052
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</TABLE>
The accompanying notes are an integral part of the
consolidated financial statements.
<PAGE>
AUSTINS STEAKS & SALOON, INC.
Consolidated Statement Of Changes In Stockholders' Equity
for the three months ended March 31, 1999
(unaudited)
<TABLE>
<CAPTION>
Common Stock Additional
------------ Paid-In (Accumulated
Shares Dollars Capital Deficit) Total
------ ------- ------- -------- -----
<S> <C> <C> <C> <C> <C>
Balances, December 31, 1998 2,647,927 $ 26,479 $ 5,775,055 $ (3,971,115) $ 1,830,419
Net income - - - 7,431 7,431
------- ------- -------- ------- -------
Balances, March 31, 1999 2,647,927 $ 26,479 $ 5,775,055 $ (3,963,684) $ 1,837,850
--------- ----------- ------------ ------------- -----------
--------- ----------- ------------ ------------- -----------
</TABLE>
The accompanying notes are an integral part of the
consolidated financial statements.
<PAGE>
AUSTINS STEAKS & SALOON, INC.
Consolidated Statements Of Cash Flows
for the three months ended March 31, 1999 and 1998
(unaudited)
<TABLE>
<CAPTION>
1999 1998
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<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 7,431 $ (64,529)
Adjustments to reconcile net income (loss) to
net cash (used in) provided by operating activities:
Depreciation and amortization 116,148 116,581
Loss (gain) on sale of equipment (277) 167
Loss on sale of restaurant - 35,000
Changes in assets and liabilities:
Inventories (2,404) 15,745
Prepaid expenses and other current assets (40,115) (40,186)
Accounts payable (91,968) 44,912
Interest payable (4,896) (6,508)
Unredeemed gift certificates (19,395) (30,800)
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Net cash (used in) provided by operating activities (35,476) 70,382
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of equipment and restaurant 10,390 5,305
Purchase of equipment and leasehold improvements (17,081) (11,768)
Decrease in other assets 5,677 2,519
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Net cash used in investing activities (1,014) (3,944)
CASH FLOWS FROM FINANCING ACTIVITIES:
Change in cash overdraft 63,196 (53,224)
Payments on debt (19,560) (106,409)
Proceeds from debt - 95,500
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Net cash provided by (used in) financing activities 43,636 (64,133)
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Net increase in cash and cash equivalents 7,146 2,305
Cash and cash equivalents, beginning of period 44,211 -
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Cash and cash equivalents, end of period $ 51,357 $ 2,305
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</TABLE>
The accompanying notes are an integral part of the
consolidated financial statements.
<PAGE>
AUSTINS STEAKS & SALOON, INC.
Notes To Consolidated Financial Statements
(unaudited)
1. Summary of Significant Accounting Policies
a) Basis of Presentation
In the opinion of management, the accompanying unaudited financial
statements contain all normal recurring adjustments necessary for a fair
presentation of financial position and results of operations and cash
flows for the periods presented.
A summary of the significant accounting policies followed by Austins
Steaks & Saloon, Inc. ("Austins" or the "Company") are set forth in the
Notes To Financial Statements in the Company's 1998 Annual Report on Form
10-KSB filed with the Securities and Exchange Commission. These
financial statements should be read in conjunction with the financial
statements included in the 1998 Annual Report on Form 10-KSB.
2. Business Combination
On February 23, 1999, the Company signed a letter-of-intent to enter into a
business combination with The WesterN SizzliN Corporation. The WesterN SizzliN
Corporation is a family-style steak, buffet, and bakery restaurant chain.
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
OVERVIEW
The Company currently operates seven steakhouse restaurants: Four are located in
Omaha, Nebraska; and one each is located in Scottsdale, Arizona; Santa Fe, New
Mexico; and Albuquerque, New Mexico. The Omaha restaurants were opened in
January 1992, December 1992, January 1996, and June 1998; the Santa Fe
restaurant was opened in April 1994; the Albuquerque restaurant was opened in
February 1995; and the Scottsdale restaurant was opened in December 1995.
On February 23, 1999, the Company signed a letter-of-intent to enter into a
business combination with The WesterN SizzliN Corporation. The WesterN SizzliN
Corporation is a family-style steak, buffet, and bakery restaurant chain
headquarterd in Roanoke, Virginia. Following the combination, the Company and
WesterN SizzliN will have 29 company owned stores and 230 franchised units in 25
states.
RESULTS OF OPERATIONS
The following table sets forth for the periods presented the percentage
relationship to net sales of certain items included in the Consolidated
Statement of Operations.
<TABLE>
<CAPTION>
Three Months Ended
March 31
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1999 1998
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<S> <C> <C>
Net sales 100% 100%
Costs and expenses:
Cost of sales 64.3 68.4
Restaurant operating expenses 27.8 27.4
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Restaurant costs and expenses 92.1 95.8
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Restaurant operating income 7.9 4.2
General and administrative 6.4 4.6
Loss on sale of restaurant - 1.4
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Income (loss) from operations 1.5 (1.8)
Other expenses:
Interest expense 1.2 0.9
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Net income (loss) 0.3% (2.7)%
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Store data:
Number of restaurants open, beginning of period 7 8
Number of restaurants open, end of period 7 7
</TABLE>
<PAGE>
QUARTER ENDED MARCH 31, 1999 COMPARED TO QUARTER ENDED MARCH 31, 1998
Net sales for the quarter ended March 31, 1999 were $2,278,000, a 5.4% decrease
from the comparable 1998 period net sales of $2,407,000. Net sales for the
quarter ended March 31, 1998 include the operation of seven restaurants for the
entire period and an eighth restaurant (Lincoln) for two and a half months. For
the quarter ended March 31, 1999, net sales include the operation of seven
restaurants for the entire period. The decrease in net sales is due to one less
restaurant in operation during the quarter. Due to poor performance, the
Lincoln store was sold on March 13, 1998. First quarter same store sales for
the three mature Omaha restaurants increased by 8.6% and for all restaurants
first quarter same store sales increased by 2.0%. The increase in same store
sales can be attributed to the Company's long-term investment in advertising and
an increase in menu prices.
Cost of sales (consisting primarily of food, beverage, and restaurant labor
costs) decreased 11.1% to $1,464,000 (or 64.3% of net sales) for the quarter
ended March 31, 1999, from $1,647,000 (or 68.4% of net sales) during the quarter
ended March 31, 1998. The decrease in cost of sales is due to one less
restaurant in operation during the first quarter, as discussed above. The
decrease in percentage of net sales is attributed to improved food and beverage
margins as a result of better pricing and a decrease in in-store "two for one"
promotions.
Restaurant operating expenses were $632,000 (or 27.8% of net sales) for the
quarter ended March 31, 1999, compared to $659,000 (or 27.4% of net sales) in
the comparable 1998 period. Restaurant operating expenses represent primarily
the costs of occupancy (including rent, depreciation, maintenance, and
utilities), and various related costs. The increase as a percentage of net
sales is due to the increase in advertising primarily in the Omaha area, as
discussed above.
General and administrative costs as a percentage of net sales increased by 1.8%
to 6.4% of net sales during the quarter ended March 31, 1999 from 4.6% of net
sales in the comparable 1998 period. Due to the fixed nature of the overhead
costs (management salaries, audit fees, and rent) and one less restaurant in
operation over the first quarter of 1999, these costs are spread over fewer
restaurants which negatively impacts the percentage of net sales.
The $35,000 recorded in the first quarter of 1998 relates to real estate agent
fees paid by the Company to sell the Lincoln restaurant. The Lincoln store
operations ceased on March 17, 1998.
Interest expense for the quarter ended March 31, 1999 was $28,000 compared to
$21,000 for the comparable 1998 period. The increase in interest expense was
due to the additional debt assumed by the Company on June 12, 1998 for
consideration of the Maple Street restaurant's assets and leasehold
improvements.
The Company reported net income during the first quarter of 1999 of $7,431.
This compares to a net loss of $64,529 in the first quarter of 1998. This
positive change is due to better food and beverage margins, as discussed above
and the Company's ongoing review and analysis of underperforming restaurants.
<PAGE>
YEAR 2000 ISSUE
The Company utilizes management information systems and software technology
that may be affected by Year 2000 issues throughout its operations. During
fiscal 1998, the Company began to implement plans to ensure those systems
continue to meet its requirements. The Company's Year 2000 Project is
proceeding on schedule. During fiscal 1998, the Company began by updating the
computer systems at the Corporate level. The Company purchased new computers,
which included new processors, additional memory, etc. for each Corporate
employee. The Corporate office network was updated to operate on a Novell 4.11
platform. In addition to the new computers and server, the Company updated
their software to Windows 95. All accounting and processing software bought
during 1998 is "packaged software" which the vendor has certified that it is
compliant with the Year 2000. The cost of the hardware and software for the
Corporate office was approximately $15,000. The plan for 1999 is to complete
the Year 2000 Project and update the computers at the store level. At this time
five stores out of the seven stores need to be addressed for Year 2000
compliance. Similar to the items purchased for the Corporate office, the
Company is planning on buying one new computer along with Windows 98 for each
restaurant. All of the "point-of-sale" software at the restaurant level is also
"packaged software" which the vendor has certified that it is compliant with the
Year 2000. The cost to complete the project will be approximately $20,000 to
$25,000. This project is projected to be completed during the second and third
quarter of 1999.
The Company has also initiated communications with vendors and other third
parties whose computer systems' functionality could impact the Company.
Currently, the Company's largest vendor, Pegler Sysco, is addressing their own
Year 2000 issues. As the Company is not electronically interfaced with any
vendors at this time, any Year 2000 issues not resolved by the Company's vendors
will not have a material impact on the Company's computer systems or the
delivery of product at it's restaurants. Other third parties, such as American
Express, Visanet and MAPP are also resolving the Year 2000 problem. These credit
card processors understand the Year 2000 issue and with these communications the
Company will facilitate coordination of the Year 2000 solutions and will
determine the extent to which the Company may be vulnerable to failures of third
parties to address their own Year 2000 issues.
Based on the progress the Company has made in addressing its Year 2000
issues and the Company's plan and timeline to complete its compliance program,
the Company does not foresee significant risks associated with its Year 2000
compliance at this time. As the Company's plan is to address its significant
Year 2000 issues prior to being affected by them, it has not developed a
comprehensive contingency plan. However, if the Company identifies significant
risks related to its Year 2000 compliance or its progress deviates form the
anticipated timeline, the Company will develop contingency plans as deemed
necessary at that time.
LIQUIDITY AND CAPITAL RESOURCES
The Company currently has $130,617 borrowed under an agreement with First
National Bank of Omaha, at a variable interest rate, which was 9.75% at March
31, 1999. The Company is paying $5,000 a month in principal plus interest.
This bank agreement is guaranteed by a shareholder and substantially all assets
of the Company. The note matures on January 31, 2000
<PAGE>
at which time it is expected that the agreement will be renewed, or a new
agreement will be negotiated.
The Company has borrowed $269,928 from The Schorr Family Company, Inc. due
December 31, 2000 with an interest rate equal to the First National Bank of
Omaha "Base Rate."
The Company obtained a line of credit from U.S. Bank, N.A. in the amount of
$395,000 at a variable interest rate, which was 7.75% at March 31, 1999. The
line of credit is guaranteed by a stockholder and is collateralized by the Rio
Rancho land held for sale and substantially all assets of the Company. The
Company currently has $395,000 borrowed against the line to pay off existing
debt. This line of credit matures on January 30, 2000.
The Company entered into another line of credit with U.S. Bank, N.A. in the
amount of $210,000 at a variable interest rate, which was 7.75% at March 31,
1999. The Company currently has $210,000 outstanding under this agreement.
This line of credit is also guaranteed by a shareholder and substantially all
assets of the Company. The line of credit matures on January 30, 2000.
On June 12, 1998, the Company purchased the assets and leasehold
improvements of another restaurant in Omaha, Nebraska. As consideration for the
purchase, the Company issued 225,000 shares of its own common stock to the
restaurant corporation. In addition, the Company also assumed two additional
notes payable totaling $256,669 as of March 31, 1999. The Company's Maple
Street location in Omaha, Nebraska was opened on June 20, 1998.
The Company's capital requirements relate principally to the daily
operation of existing restaurants. Capital expenditures during the first three
months of operation of 1999 were $17,081 compared to $11,768 for the comparable
period in 1998.
Currently, the Company has agreed to sell it's liquor license in New Mexico
which was purchased in anticipation of opening a new restaurant in that area.
This sale, when consummated will increase working capital, and repay the related
debt collateralized by this asset and other various debts listed on the balance
sheet. The Company is negotiating the sale of the Rio Rancho real estate. The
proceeds will also be used to repay debt. Management believes the Company has
the financial resources in light of projected cash flow to maintain its current
level of operations throughout 1999. There can be no assurance that the Company
will be successful in its attempt to sell the assets offered for sale at a
profit and maintain profitable operations to the extent necessary to meet
existing debt service requirements.
<PAGE>
Part II: Other Information
Item 6. - EXHIBITS AND REPORTS ON FORM 8-K.
a) Exhibits:
Exhibit 27 - Financial Data Schedule
b) Reports on Form 8-K:
On January 21, 1999 and January 29, 1999, the Company filed a Form 8-K
and Form 8-K/A, respectively, both dated January 14, 1999 with the Securities
and Exchange Commission reporting the dismissal of PricewaterhouseCoopers LLP as
its independent accountants. This decision was based on the Company's desire to
establish a relationship with the same national accounting firm as The WesterN
SizzliN Corporation. The Company engaged KPMG LLP as its independent
accountants as of January 14, 1999. The decision to change independent
accountants was approved by the Company's Audit Committee. The reports of
PricewaterhouseCoopers LLP on the financial statements for the past two fiscal
years contained no adverse opinion or disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or accounting principle.
In connection with its audits for the two most recent fiscal years and through
January 14, 1999, there have been no disagreements with PricewaterhouseCoopers
LLP on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements if not resolved
to the satisfaction of PricewaterhouseCoopers LLP would have caused them to make
reference thereto in their report on the financial statements for such years.
<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 hereunto duly authorized.
Austins Steaks & Saloon, Inc.
Date: May 7, 1999 By: \s\ Trisha N. Gade-Jones
------------------- ------------------------------------
Trisha N. Gade-Jones
Its: Chief Financial Officer
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS AND CONSOLIDATED STATEMENTS OF OPERATIONS FOUND ON
PAGES 2 AND 3 OF THE COMPANY'S FORM 10-Q FOR THE YEAR-TO-DATE AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 51,357
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 118,894
<CURRENT-ASSETS> 401,292
<PP&E> 3,998,721
<DEPRECIATION> 1,667,036
<TOTAL-ASSETS> 4,028,730
<CURRENT-LIABILITIES> 1,683,135
<BONDS> 0
0
0
<COMMON> 26,479
<OTHER-SE> 1,811,371
<TOTAL-LIABILITY-AND-EQUITY> 4,028,730
<SALES> 2,277,860
<TOTAL-REVENUES> 2,277,860
<CGS> 2,096,702
<TOTAL-COSTS> 2,096,702
<OTHER-EXPENSES> 146,110
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 27,617
<INCOME-PRETAX> 7,431
<INCOME-TAX> 0
<INCOME-CONTINUING> 7,431
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7,431
<EPS-PRIMARY> 0.00
<EPS-DILUTED> 0.00
</TABLE>
