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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 18, 2002
Commission file number: 333-98301
BUFFETS, INC.
(Exact name of registrant as specified in its charter)
MINNESOTA 41-1462294
- --------------------------------- ------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1460 Buffet Way
EAGAN, MINNESOTA 55121
- --------------------------------- ------------------------
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code: (651) 994-8608
-------------------
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 [_] NO [X]
The number of shares of Buffets, Inc.'s common stock outstanding as of January
31, 2003 was 100.
BUFFETS, INC.
TABLE OF CONTENTS
PAGE
----
Part I. Financial Information
Item 1. Financial Statements.
Condensed Consolidated Balance Sheets as of
July 3, 2002 and December 18, 2002 (Unaudited) 3
Condensed Consolidated Statements of Operations
(Unaudited)-- 12 Weeks and 24 Weeks Ended
January 2, 2002 and December 18, 2002. 4
Condensed Consolidated Statements of Cash Flows
(Unaudited)-- 24 Weeks Ended January 2, 2002
and December 18, 2002. 5
Notes to the Condensed Consolidated Financial
Statements (Unaudited) 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations. 15
Item 3. Quantitative and Qualitative Disclosures
about Market Risk. 22
Item 4. Controls and Procedures. 23
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K. 23
Signatures 24
Certification of Chief Executive Officer 25
Certification of Chief Financial Officer 26
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
BUFFETS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
JULY 3, 2002 DECEMBER 18, 2002
-------------------------------------
(UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE DATA)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents.................................. $ 8,304 $ 39,622
Receivables................................................ 8,682 6,660
Inventories................................................ 18,632 18,201
Prepaid expenses and other current assets.................. 10,086 4,479
Deferred income taxes...................................... 19,000 16,231
Due from parent............................................ 12 109
--------- ---------
Total current assets............................... 64,716 85,302
PROPERTY AND EQUIPMENT, net.................................. 198,350 170,526
GOODWILL..................................................... 312,163 312,163
ASSETS HELD FOR SALE......................................... 24,952 23,471
DEFERRED INCOME TAXES........................................ -- 1,502
OTHER ASSETS, net............................................ 15,445 15,291
--------- ---------
Total assets....................................... $ 615,626 $ 608,255
========= =========
LIABILITIES AND SHAREHOLDER'S DEFICIT
CURRENT LIABILITIES:
Accounts payable........................................... $ 37,419 $ 34,750
Accrued liabilities........................................ 92,442 106,409
Income taxes payable....................................... 2,804 1,539
Current maturities of long-term debt....................... 2,450 2,450
--------- ---------
Total current liabilities.......................... 135,115 145,148
LONG-TERM DEBT, net of current maturities.................... 463,767 440,960
DEFERRED INCOME TAXES........................................ 175 --
DEFERRED LEASE OBLIGATIONS................................... 18,829 18,800
OTHER LONG-TERM LIABILITIES.................................. 4,525 7,754
--------- ---------
Total liabilities.................................. 622,411 612,662
SHAREHOLDER'S DEFICIT:
Common stock; $.01 par value, 100 shares authorized; 100
shares issued and outstanding........................... -- --
Accumulated deficit........................................ (6,785) (4,407)
--------- ---------
Total shareholder's deficit........................ (6,785) (4,407)
--------- ---------
Total liabilities and shareholder's deficit........ $ 615,626 $ 608,255
========= =========
The accompanying notes are an integral part of these
condensed consolidated financial statements.
3
BUFFETS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
TWELVE WEEKS ENDED TWENTY-FOUR WEEKS ENDED
---------------------------- ------------------------------
JANUARY 2, DECEMBER 18, JANUARY 2, DECEMBER 18,
2002 2002 2002 2002
------------- ------------- ------------- --------------
(UNAUDITED)
(IN THOUSANDS)
RESTAURANT SALES................................. $231,668 $221,189 $476,913 $456,687
RESTAURANT COSTS:
Food........................................... 69,608 69,605 146,951 142,671
Labor.......................................... 73,424 72,161 149,815 145,909
Direct and occupancy........................... 53,173 50,991 108,209 104,970
-------- -------- -------- --------
Total restaurant costs................. 196,205 192,757 404,975 393,550
ADVERTISING EXPENSES............................. 5,142 7,293 11,194 14,052
GENERAL AND ADMINISTRATIVE EXPENSES.............. 12,793 10,768 23,754 21,526
LOSS ON SALE AND LEASEBACK TRANSACTION........... -- 5,434 -- 5,434
GOODWILL AMORTIZATION............................ 2,484 -- 4,967 --
-------- -------- -------- --------
OPERATING INCOME................................. 15,044 4,937 32,023 22,125
INTEREST EXPENSE................................. 9,146 9,999 18,573 19,892
INTEREST INCOME.................................. (200) (111) (429) (231)
OTHER INCOME..................................... (242) (391) (547) (593)
-------- -------- -------- --------
INCOME (LOSS) BEFORE INCOME TAXES................ 6,340 (4,560) 14,426 3,057
INCOME TAX EXPENSE (BENEFIT)..................... 3,214 (2,046) 7,601 679
-------- --------- -------- --------
Net income (loss)...................... $ 3,126 $ (2,514) $ 6,825 $ 2,378
======== ========= ======== ========
The accompanying notes are an integral part of these
condensed consolidated financial statements.
4
BUFFETS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
TWENTY-FOUR WEEKS ENDED
-----------------------------
JANUARY 2, DECEMBER 18,
2002 2002
-------------- -------------
(UNAUDITED)
(IN THOUSANDS)
OPERATING ACTIVITIES:
Net income....................................... $ 6,825 $ 2,378
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization................. 24,399 18,094
Amortization of debt issuance cost............ 1,803 888
Deferred income taxes......................... 695 1,092
Accretion of original issue discount.......... 357 341
Deferred interest............................. 587 --
Loss on disposal of assets.................... 216 217
Loss on sale and leaseback transaction........ -- 5,434
Changes in assets and liabilities:
Receivables................................. (4,631) 2,164
Inventories................................. 621 431
Prepaid expenses and other current
assets.................................... (1,652) 5,607
Due from parent............................. 13 (97)
Accounts payable............................ (1,351) (677)
Accrued and other liabilities............... 10,007 14,552
Income taxes payable........................ (2,995) (1,265)
-------- --------
Net cash provided by operating
activities............................. 34,894 49,159
-------- --------
INVESTING ACTIVITIES:
Proceeds from sale and leaseback transaction..... 39,075 22,580
Purchase of fixed assets......................... (18,038) (14,449)
Proceeds from sale of other assets............... 1,651 162
Purchase of other assets......................... (374) (229)
-------- --------
Net cash provided by investing activities 22,314 8,064
-------- --------
FINANCING ACTIVITIES:
Repayment of debt................................ (44,896) (23,148)
Debt issuance costs.............................. (823) (2,757)
-------- --------
Net cash used in financing activities.... (45,719) (25,905)
-------- --------
NET CHANGE IN CASH AND CASH EQUIVALENTS............ 11,489 31,318
CASH AND CASH EQUIVALENTS, beginning of period..... 16,066 8,304
-------- --------
CASH AND CASH EQUIVALENTS, end of period........... $ 27,555 $ 39,622
======== ========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the period for--
Interest (net of capitalized interest
of $142 and $183)........................... $ 14,522 $ 3,801
======== ========
Income taxes.................................. $ 9,863 $ 946
======== ========
The accompanying notes are an integral part of these
condensed consolidated financial statements.
5
BUFFETS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. NATURE OF ORGANIZATION
DESCRIPTION OF BUSINESS
The Company owns and operates a chain of restaurants under the names of Old
Country Buffet, Country Buffet, HomeTown Buffet, Original Roadhouse Grill,
Granny's Buffet, Country Roadhouse Buffet & Grill, Tahoe Joe's Famous
Steakhouse, and Soup 'N Salad Unlimited in the United States. The Company
operates principally in the midscale family dining industry segment. The Company
operated 386 Company-owned restaurants (365 buffet restaurants, 13 Original
Roadhouse Grill restaurants and eight Tahoe Joe's Famous Steakhouse Restaurants)
and franchised 23 restaurants as of December 18, 2002.
INTERIM FINANCIAL INFORMATION
In the opinion of management, the accompanying unaudited condensed
consolidated financial statements contain all necessary adjustments, which are
of a normal recurring nature, to present fairly the Company's financial position
and the results of its operations and cash flows for the periods presented, in
conformity with accounting principles generally accepted in the United States of
America and with the regulations of the Securities and Exchange Commission
("SEC"). Certain information and footnote disclosures, normally included in
accordance with accounting principles generally accepted in the United States of
America, have been condensed or omitted pursuant to such SEC rules and
regulations. Operating results for the twenty-four weeks ended December 18, 2002
are not necessarily indicative of results that may be expected for the year
ending July 2, 2003.
The balance sheet as of July 3, 2002 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by accounting principles generally accepted in the United
States of America for complete financial statements.
These unaudited condensed consolidated financial statements should be read
in conjunction with the financial statements and the related notes contained in
the Company's registration statement filed with the Securities and Exchange
Commission on December 27, 2002 and with Management's Discussion and Analysis of
Financial Condition and Results of Operations appearing on pages 15 through 22
of this report.
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of the Company
and its subsidiaries. All significant intercompany transactions have been
eliminated in consolidation.
FISCAL YEAR
Beginning July 3, 2002, the Company changed its fiscal year so that it ends
on the Wednesday nearest June 30 of each year. The Company's fiscal year is
comprised of fifty-two or fifty-three weeks divided into four fiscal quarters of
twelve, twelve, sixteen, and twelve or thirteen weeks. Prior to that, the
Company's fiscal year ended on the Wednesday nearest December 31 of each year
and was comprised of fifty-two or fifty-three weeks divided into four fiscal
quarters of sixteen, twelve, twelve, and twelve or thirteen weeks.
2. RECENT ACCOUNTING PRONOUNCEMENT
In July, 2002, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities". This statement requires that the liability
for a cost associated with an exit or disposal activity be recognized when
incurred, rather than when a company
6
commits to an exit plan as was previously required. SFAS No. 146 is effective
for exit or disposal activities initiated after December 31, 2002. The Company
does not believe that the adoption of SFAS No. 146 will have a material impact
on its results of operations or financial position.
3. GOODWILL
Goodwill, a result of a buyout from public shareholders on October 2, 2000,
represents the excess of cost over net assets acquired. Goodwill was amortized
on a straight-line basis over 30 years until we adopted SFAS No. 142, "Goodwill
and Other Intangible Assets", on January 3, 2002. Goodwill is no longer
amortized, but is reviewed annually, or when events or changes in circumstances
indicate that goodwill may not be recoverable, for impairment.
The effect of SFAS No. 142 on the results of operations was as follows (in
thousands):
FOR THE 12 FOR THE 12 FOR THE 24 FOR THE 24
WEEKS ENDED WEEKS ENDED WEEKS ENDED WEEKS ENDED
JANUARY 2, DECEMBER 18, JANUARY 2, DECEMBER 18,
2002 2002 2002 2002
------------- ------------- ------------- -------------
Reported net income (loss)............. $ 3,126 $(2,514) $ 6,825 $2,378
Add: goodwill amortization............. 2,484 -- 4,967 --
Add: liquor license amortization....... 6 -- 13 --
------- ------ ------- ------
Adjusted net income (loss)........ $ 5,616 $(2,514) $11,805 $2,378
======= ======== ======= ======
Based on the Company's initial and annual impairment assessments at January
3, 2002 and July 3, 2002, the fair value of its goodwill exceeded the carrying
amount at those dates and as a result no goodwill impairment charges were
recorded for any of the periods presented.
4. OTHER ASSETS
Other assets consist principally of debt issuance costs, notes receivable
and other intangibles net of accumulated amortization of $0.1 million as of July
3, 2002 and $1.0 million as of December 18, 2002. Debt issuance costs are the
costs incurred to enter into the senior credit agreement and issue the senior
subordinated notes. Debt issuance costs are being amortized over the terms of
the related financing arrangements using the effective interest method. Other
intangibles include trademarks, franchise fees and liquor licenses. Trademarks
and franchise fees are being amortized on a straight-line basis over 10 years.
Liquor licenses are no longer amortized, as they were determined to have
indefinite lives upon the adoption of SFAS No. 142. Notes receivable represent
the long-term portion of notes that arose from the sale of certain restaurant
facilities as well as a loan to an officer. The long-term and short-term notes
receivable collectively totaled $0.8 million as of July 3, 2002 and $0.8 million
as of December 18, 2002. The notes receivable have due dates between 2004 and
2010.
The gross carrying amount and accumulated amortization of each major
intangible asset class were as follows (in thousands):
FRANCHISE FEES TRADEMARKS LIQUOR LICENSES TOTAL
----------------------- ----------------------- ----------------------- -----------------------
GROSS GROSS GROSS GROSS
CARRYING ACCUMULATED CARRYING ACCUMULATED CARRYING ACCUMULATED CARRYING ACCUMULATED
AMOUNT AMORTIZATION AMOUNT AMORTIZATION AMOUNT AMORTIZATION AMOUNT AMORTIZATION
-------- ------------ -------- ------------ -------- ------------ -------- ------------
BALANCE, July 3,
2002.................. $ 69 $ (30) $ 34 $ (14) $ 457 $ (25) $ 560 $ (69)
FY 2003 Activity:
Other................. -- -- -- -- (14) -- (14) --
Amortization.......... -- (7) -- (4) -- -- -- (11)
---- ----- ---- ----- ----- ----- ----- -----
BALANCE, December 18,
2002.................. $ 69 $ (37) $ 34 $ (18) $ 443 $ (25) $ 546 $ (80)
==== ===== ==== ===== ===== ===== ===== =====
7
5. LONG-TERM DEBT
As of December 18, 2002, long-term debt outstanding was as follows (in
thousands):
Credit facility:
Revolver....................................................... $ --
Term loan, interest at LIBOR plus 3.50%, due quarterly
through June 28, 2009 (interest rate at 5.4%)............... 221,852
---------
Total credit facility.................................. 221,852
Senior subordinated notes, interest at 11.25%, due July 15,
2010, net of discount of $8,442................................ 221,558
Total long term debt................................... 443,410
Less-- current maturities........................................ 2,450
---------
$ 440,960
=========
CREDIT FACILITY
On June 28, 2002, the Company entered into a senior credit facility (the
Credit Facility) which provided for total borrowings of up to $295,000,000,
including (i) a $245,000,000 term loan, (ii) a $30,000,000 revolving credit
facility, of which up to $20,000,000 is available in the form of letters of
credit, and (iii) a separate $20,000,000 letter of credit facility. The terms of
the Credit Facility permit the Company to borrow, subject to availability and
certain conditions, incremental term loans or to issue additional notes in an
aggregate amount up to $25,000,000. The term loan matures on June 28, 2009 while
the revolving facility and the letter of credit facility mature on June 28,
2007. The borrowings due under the term loan are payable in equal quarterly
installments in an annual amount equal to 1% of the term loan during each of the
first six years of the loan (beginning on September 30, 2002), with the
remaining balance payable due in equal quarterly installments during the seventh
year of the loan. The term loan is secured by substantially all of the Company's
assets other than those of our Tahoe Joe's Inc. subsidiary. Buffets Holdings,
Inc., the sole shareholder of the Company, has guaranteed the repayment of the
Credit Facility. Pursuant to the Credit Facility's requirement, the Company
purchased an interest rate cap with a notional value of $15,000,000 and a 5%
strike price that expires on June 30, 2004. The Credit Facility requires the
Company to maintain certain financial ratios including leverage, interest
coverage and fixed charge coverage. The Company was in compliance with all
covenants as of December 18, 2002.
As of December 18, 2002, the Company had $17,405,000 in outstanding letters
of credit, expiring through November 13, 2003. As of December 18, 2002, the
total borrowing availability under the revolving credit facility was $30,000,000
and the total borrowing capacity under the letter of credit facility was
$2,595,000.
The Company has the option of tying its borrowings to LIBOR or a base rate
when calculating the interest rate for the term loan. The base rate is the
greater of Credit Suisse First Boston's prime rate, or the federal funds
effective rate plus one-half of 1 percent.
11 1/4% SENIOR SUBORDINATED NOTES
On June 28, 2002, the Company issued 11 1/4% senior subordinated notes in
the principal amount of $230 million due July 15, 2010. Such notes were issued
at 96.181%. Interest is payable semi-annually on January 15 and July 15 of each
year through July 15, 2010. Except in the event of an initial public offering,
we are not entitled to redeem the notes at our option prior to July 15, 2006.
The redemption price during the first twelve-month period following July 15,
2006 is 105.625%. The redemption price declines by 1.875% per year until July
15, 2009 at which point there is no redemption price premium. In the event of an
initial public offering prior to July 15, 2006, the Company may redeem up to 35%
of the aggregate principal amount of the notes at a redemption price of 111.25%.
In addition, in the event of an initial public offering by either the Company or
Buffets Holdings, Inc. prior to July 15, 2005, the Company is required to offer
to purchase up to an aggregate principal amount of the notes as may be purchased
with funds equal in amount to 50% of the net cash proceeds from that initial
public offering at a price of 111.25% of the outstanding principal amount of the
notes, plus any accrued and unpaid interest to the date of repurchase, provided,
however, that, in no event will the Company be required to make an offer to
purchase more than $80.5 million aggregate principal amount of the notes.
8
6. SALE AND LEASEBACK TRANSACTION
On December 11, 2002, the Company entered into a sale and leaseback
transaction whereby the Company transferred its leasehold interests and
leasehold improvements with respect to 27 restaurants to a third party for net
proceeds of $22.6 million. The Company simultaneously entered into long-term
leases for those restaurants with an aggregate initial annual rent of
approximately $3.2 million. In connection with this sale and leaseback, the
Company recorded a loss of $5.4 million primarily to reflect the impairment of
certain of the properties for which the net proceeds were less than the book
value of the leasehold assets. Also included in the loss on the transaction were
payments that the Company made to Caxton-Iseman Capital, Inc., an entity related
to Caxton-Iseman Investments L.P. which held approximately 77.1% of Buffets
Holdings, Inc.'s outstanding common stock as of December 18, 2002, for advisory
fees equal to 1% of the gross proceeds of the transaction, or approximately $0.3
million. In addition, the net proceeds for certain of the properties were
greater than the book value of the leasehold assets resulting in a deferred gain
of $3.3 million. The deferred gain will be accreted over the life of the
respective restaurant leases, ranging from 17 to 25 years.
7. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS
The Company's senior subordinated notes issued in 2002 are fully and
unconditionally guaranteed, jointly and severally, on a senior subordinated
unsecured basis by the following wholly owned subsidiaries of Buffets, Inc.,
HomeTown Buffets, Inc., OCB Restaurant Co., OCB Purchasing Co., Restaurant
Innovations, Inc., and Distinctive Dining, Inc. As a result, the condensed
consolidating financial statements for Buffets, Inc. and the Subsidiary
Guarantors are presented below. The guarantees by these subsidiary guarantors
will be senior to any of their existing and future subordinated obligations,
equal in right of payment with any of their existing and future senior
subordinated indebtedness, and subordinated to any of their existing and future
senior indebtedness. There are no restrictions on our ability to obtain funds
from our subsidiaries.
The only existing subsidiary of Buffets, Inc. that has not guaranteed the
senior subordinated notes is Tahoe Joe's Inc., which is minor (the subsidiary's
total assets, shareholder's equity, revenues, income from operations, and cash
flows are less than 3% of the Company's consolidated amounts) for purposes of
the Securities and Exchange Commission's rules regarding presentation of the
condensed consolidating financial statements below. As such, the financial
position, results of operations and cash flow information of Tahoe Joe's have
been included in the Subsidiary Guarantors column.
9
CONDENSED CONSOLIDATING BALANCE SHEET
AS OF DECEMBER 18, 2002
PARENT SUBSIDIARY
COMPANY GUARANTORS ELIMINATIONS CONSOLIDATED
--------- ---------- ------------ ------------
(IN THOUSANDS)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents .................................... $ 34,818 $ 4,804 $ -- $ 39,622
Receivables .................................................. -- 356,432 (349,772) 6,660
Inventories .................................................. 720 17,481 -- 18,201
Prepaid expenses and other current assets .................... 2,129 2,350 -- 4,479
Deferred income taxes ........................................ 14,745 1,486 -- 16,231
Due from parent .............................................. 109 -- -- 109
--------- --------- --------- ---------
Total current assets ...................................... 52,521 382,553 (349,772) 85,302
PROPERTY AND EQUIPMENT, net .................................... 11,073 159,453 -- 170,526
GOODWILL, net .................................................. 18,730 293,433 -- 312,163
ASSETS HELD FOR SALE ........................................... -- 23,471 -- 23,471
DEFERRED INCOME TAXES .......................................... 1,502 -- -- 1,502
OTHER ASSETS, net .............................................. 412,084 5,709 (402,502) 15,291
--------- --------- --------- ---------
Total assets .............................................. $ 495,910 $ 864,619 $(752,274) $ 608,225
========= ========= ========= =========
LIABILITIES AND SHAREHOLDER'S EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable ............................................. $ 382,766 $ 2,602 $(350,618) $ 34,750
Accrued liabilities .......................................... 70,022 36,387 -- 106,409
Income taxes payable ......................................... 1,389 -- 150 1,539
Current maturities of long-term debt ......................... 147 2,303 -- 2,450
--------- --------- --------- ---------
Total current liabilities ................................. 454,324 41,292 (350,468) 145,148
LONG-TERM DEBT, net of current maturities ...................... 26,458 679,502 (265,000) 440,960
DEFERRED LEASE OBLIGATIONS ..................................... 400 18,400 -- 18,800
OTHER LONG-TERM LIABILITIES .................................... 3,766 3,346 642 7,754
--------- --------- --------- ---------
Total liabilities ......................................... 484,948 742,540 (614,826) 612,662
========= ========= ========= =========
COMMITMENTS AND CONTINGENCIES
SHAREHOLDER'S EQUITY (DEFICIT)
Common stock ................................................. -- -- -- --
Additional paid in capital ................................... 82,311 199,044 (281,355) --
Accumulated deficit .......................................... (71,349) (76,965) 143,907 (4,407)
--------- --------- --------- ---------
Total shareholder's equity (deficit) ...................... 10,962 122,079 (137,448) (4,407)
--------- --------- --------- ---------
Total liabilities and shareholder's equity
(deficit) ............................................... $ 495,910 $ 864,619 $(752,274) $ 608,255
========= ========= ========= =========
10
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE TWELVE WEEKS ENDED JANUARY 2, 2002
PARENT SUBSIDIARY
COMPANY GUARANTORS ELIMINATIONS CONSOLIDATED
--------- ---------- ------------ ------------
(IN THOUSANDS)
RESTAURANT SALES ....................................... $ 9,109 $ 222,559 $ -- $ 231,668
RESTAURANT COSTS:
Food ................................................. 3,038 66,570 -- 69,608
Labor ................................................ 2,948 70,476 -- 73,424
Direct and occupancy ................................. 1,161 52,012 -- 53,173
--------- --------- --------- ---------
Total restaurant costs ............................ 7,147 189,058 -- 196,205
ADVERTISING EXPENSES ................................... 202 4,940 -- 5,142
GENERAL AND ADMINISTRATIVE EXPENSES .................... 503 12,348 (58) 12,793
GOODWILL AMORTIZATION .................................. 149 2,335 -- 2,484
--------- --------- --------- ---------
OPERATING INCOME ....................................... 1,108 13,878 58 15,044
INTEREST EXPENSE ....................................... 548 8,598 -- 9,146
INTEREST INCOME ........................................ (200) -- -- (200)
OTHER INCOME ........................................... (104) (138) -- (242)
--------- --------- --------- ---------
INCOME BEFORE INCOME TAXES ............................. 864 5,418 58 6,340
INCOME TAX EXPENSE ..................................... 368 2,824 22 3,214
--------- --------- --------- ---------
Net income ........................................ $ 496 $ 2,594 $ 36 $ 3,126
========= ========= ========= =========
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE TWELVE WEEKS ENDED DECEMBER 18, 2002
PARENT SUBSIDIARY
COMPANY GUARANTORS ELIMINATIONS CONSOLIDATED
--------- ---------- ------------ ------------
(IN THOUSANDS)
RESTAURANT SALES ....................................... $ 8,906 $ 212,283 $ -- $ 221,189
RESTAURANT COSTS:
Food ................................................. 2,981 66,624 -- 69,605
Labor ................................................ 2,916 69,245 -- 72,161
Direct and occupancy ................................. 1,163 49,828 -- 50,991
--------- --------- --------- ---------
Total restaurant costs ............................ 7,060 185,697 -- 192,757
ADVERTISING EXPENSES ................................... 293 7,000 -- 7,293
GENERAL AND ADMINISTRATIVE EXPENSES .................... 434 10,334 -- 10,768
LOSS ON SALE AND LEASEBACK TRANSACTION ................. -- 5,434 -- 5,434
--------- --------- --------- ---------
OPERATING INCOME ....................................... 1,119 3,818 -- 4,937
INTEREST EXPENSE ....................................... 724 9,275 -- 9,999
INTEREST INCOME ........................................ (111) -- -- (111)
OTHER INCOME ........................................... (196) -- (195) (391)
--------- --------- --------- ---------
INCOME (LOSS) BEFORE INCOME TAXES ...................... 702 (5,457) 195 (4,560)
INCOME TAX EXPENSE (BENEFIT) ........................... (286) (1,835) 75 (2,046)
--------- --------- --------- ---------
Net income (loss) ................................. $ 988 $ (3,622) $ 120 $ (2,514)
========= ========= ========= =========
11
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE TWENTY FOUR WEEKS ENDED JANUARY 2, 2002
PARENT SUBSIDIARY
COMPANY GUARANTORS ELIMINATIONS CONSOLIDATED
--------- ---------- ------------ ------------
(IN THOUSANDS)
RESTAURANT SALES ....................................... $ 18,791 $ 458,122 $ -- $ 476,913
RESTAURANT COSTS:
Food ................................................. 6,239 140,712 -- 146,951
Labor ................................................ 6,033 143,782 -- 149,815
Direct and occupancy ................................. 2,363 105,846 -- 108,209
--------- --------- --------- ---------
Total restaurant costs ............................ 14,635 390,340 -- 404,975
ADVERTISING EXPENSES ................................... 441 10,753 -- 11,194
GENERAL AND ADMINISTRATIVE EXPENSES .................... 936 22,933 (115) 23,754
GOODWILL AMORTIZATION .................................. 298 4,669 -- 4,967
--------- --------- --------- ---------
OPERATING INCOME ....................................... 2,481 29,427 115 32,023
INTEREST EXPENSE ....................................... 1,114 17,459 -- 18,573
INTEREST INCOME ........................................ (429) -- -- (429)
OTHER INCOME ........................................... (196) (351) -- (547)
--------- --------- --------- ---------
INCOME BEFORE INCOME TAXES ............................. 1,992 12,319 115 14,426
INCOME TAX EXPENSE ..................................... 898 6,659 44 7,601
--------- --------- --------- ---------
Net income ........................................ $ 1,094 $ 5,660 $ 71 $ 6,825
========= ========= ========= =========
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE TWENTY FOUR WEEKS ENDED DECEMBER 18, 2002
PARENT SUBSIDIARY
COMPANY GUARANTORS ELIMINATIONS CONSOLIDATED
--------- ---------- ------------ ------------
(IN THOUSANDS)
RESTAURANT SALES ........................................ $ 18,366 $ 438,321 $ -- $ 456,687
RESTAURANT COSTS:
Food .................................................. 6,038 136,633 -- 142,671
Labor ................................................. 5,848 140,061 -- 145,909
Direct and occupancy .................................. 2,354 102,616 -- 104,970
--------- --------- --------- ---------
Total restaurant costs ............................. 14,240 379,310 -- 393,550
ADVERTISING EXPENSES .................................... 565 13,487 -- 14,052
GENERAL AND ADMINISTRATIVE EXPENSES ..................... 866 20,660 -- 21,526
LOSS ON SALE AND LEASEBACK TRANSACTION .................. -- 5,434 -- 5,434
--------- --------- --------- ---------
OPERATING INCOME ........................................ 2,695 19,430 -- 22,125
INTEREST EXPENSE ........................................ 1,194 18,698 -- 19,892
INTEREST INCOME ......................................... (231) -- -- (231)
OTHER INCOME ............................................ (204) -- (389) (593)
--------- --------- --------- ---------
INCOME BEFORE INCOME TAXES .............................. 1,936 732 389 3,057
INCOME TAX EXPENSE ...................................... 155 374 150 679
--------- --------- --------- ---------
Net income ......................................... $ 1,781 $ 358 $ 239 $ 2,378
========= ========= ========= =========
12
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE TWENTY FOUR WEEKS ENDED JANUARY 2, 2002
PARENT SUBSIDIARY
COMPANY GUARANTORS ELIMINATIONS CONSOLIDATED
--------- ---------- ------------ -----------
(IN THOUSANDS)
OPERATING ACTIVITIES:
Net income ............................................... $ 1,094 $ 5,660 $ 71 $ 6,825
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization ......................... 1,201 23,198 -- 24,399
Amortization of debt issuance cost .................... 108 1,695 -- 1,803
Deferred income taxes ................................. 42 653 -- 695
Accretion of original issue discount .................. 21 336 -- 357
Deferred interest ..................................... 35 552 -- 587
Loss on disposal of assets ............................ -- 216 -- 216
Changes in assets and liabilities:
Receivables ......................................... -- (4,425) (206) (4,631)
Inventories ......................................... 21 600 -- 621
Prepaid expenses and other assets ................... (993) (659) -- (1,652)
Due from parent ..................................... 13 -- -- 13
Accounts payable .................................... -- (1,351) -- (1,351)
Accrued and other liabilities ....................... 7,868 2,195 (56) 10,007
Income taxes payable ................................ (2,414) (581) -- (2,995)
-------- -------- -------- --------
Net cash provided by operating activities ........ 6,996 28,089 (191) 34,894
-------- -------- -------- --------
INVESTING ACTIVITIES:
Proceeds from sale and leaseback transaction ............. -- 39,075 -- 39,075
Purchase of fixed assets ................................. (4,637) (13,401) -- (18,038)
Corporate cash advances (payments) ....................... (2,616) 2,425 191 --
Purchase of other assets ................................. -- 1,651 -- 1,651
Proceeds from sale of other assets ....................... -- (374) -- (374)
-------- -------- -------- --------
Net cash provided by (used in)
investing activities ........................... (7,253) 29,376 191 22,314
-------- -------- -------- --------
FINANCING ACTIVITIES:
Repayment of debt ........................................ (2,694) (42,202) -- (44,896)
Debt issuance costs ...................................... (49) (774) -- (823)
-------- -------- -------- --------
Net cash used in financing activities ............ (2,743) (42,976) -- (45,719)
-------- -------- -------- --------
NET CHANGE IN CASH AND CASH EQUIVALENTS .................... (3,000) 14,489 -- 11,489
CASH AND CASH EQUIVALENTS, beginning of period ............. 16,066 -- -- 16,066
-------- -------- -------- --------
CASH AND CASH EQUIVALENTS, end of period ................... $ 13,066 $ 14,489 $ -- $ 27,555
======== ======== ======== ========
13
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE TWENTY FOUR WEEKS ENDED DECEMBER 18, 2002
PARENT SUBSIDIARY
COMPANY GUARANTORS ELIMINATIONS CONSOLIDATED
--------- ---------- ------------ -----------
(IN THOUSANDS)
OPERATING ACTIVITIES:
Net income ....................................................... $ 1,781 $ 358 $ 239 $ 2,378
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization ................................. 1,610 16,484 -- 18,094
Amortization of debt issuance cost ............................ 53 835 -- 888
Deferred income taxes ......................................... 66 1,026 -- 1,092
Accretion of original issue discount .......................... 20 321 -- 341
Loss on disposal of assets .................................... -- 217 -- 217
Loss on sale and leaseback transaction ........................ -- 5,434 -- 5,434
Changes in assets and liabilities:
Receivables ................................................. -- 2,649 (485) 2,164
Inventories ................................................. 1 430 -- 431
Prepaid expenses and other assets ........................... 3,309 2,298 -- 5,607
Due from parent ............................................. (97) -- -- (97)
Accounts payable ............................................ (1,036) 359 -- (677)
Accrued and other liabilities ............................... 13,878 674 -- 14,552
Income taxes payable ........................................ (1,511) -- 246 (1,265)
-------- -------- -------- --------
Net cash provided by operating activities ................ 18,074 31,085 -- 49,159
-------- -------- -------- --------
INVESTING ACTIVITIES:
Proceeds from sale and leaseback transaction ..................... -- 22,580 -- 22,580
Purchase of fixed assets ......................................... (955) (13,494) -- (14,449)
Corporate cash advances (payments) ............................... 19,026 (19,026) -- --
Proceeds from sale of other assets ............................... -- 162 -- 162
Purchase of other assets ......................................... -- (229) -- (229)
-------- -------- -------- --------
Net cash provided by (used in)
investing activities ................................... 18,071 (10,007) -- 8,064
-------- -------- -------- --------
FINANCING ACTIVITIES:
Repayment of debt ................................................ (1,389) (21,759) -- (23,148)
Debt issuance costs .............................................. (165) (2,592) -- (2,757)
-------- -------- -------- --------
Net cash used in financing activities .................... (1,554) (24,351) -- (25,905)
-------- -------- -------- --------
NET CHANGE IN CASH AND CASH EQUIVALENTS ............................ 34,591 (3,273) -- 31,318
CASH AND CASH EQUIVALENTS, beginning of period ..................... 227 8,077 -- 8,304
-------- -------- -------- --------
CASH AND CASH EQUIVALENTS, end of period ........................... $ 34,818 $ 4,804 $ -- $ 39,622
======== ======== ======== ========
14
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
YOU SHOULD READ THE FOLLOWING DISCUSSION IN CONJUNCTION WITH OUR CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS AND RELATED NOTES INCLUDED ELSEWHERE IN THIS
REPORT. UNLESS THE CONTEXT INDICATES OR REQUIRES OTHERWISE, (I) THE TERMS
"BUFFETS", "WE", "OUR" AND "COMPANY" REFER TO BUFFETS, INC. AND ITS SUBSIDIARIES
AND (II) THE TERMS "PARENT COMPANY" AND "BUFFETS HOLDINGS" REFER TO BUFFETS
HOLDINGS, INC., OUR SOLE SHAREHOLDER. SOME OF THE STATEMENTS IN THE FOLLOWING
DISCUSSION ARE FORWARD-LOOKING STATEMENTS. SEE "FORWARD-LOOKING STATEMENTS AND
RISK FACTORS."
GENERAL
We are one of the largest restaurant operators in the United States and the
leader in the buffet/cafeteria segment of the restaurant industry, as measured
in both sales and number of restaurants. Our restaurants are principally
operated under the names Old Country Buffet and HomeTown Buffet. As of December
18, 2002, we operated 386 company-owned restaurant locations and franchised 23
locations in a combined total of 39 states.
We were founded in 1983 to develop buffet-style restaurants under the name
Old Country Buffet. In October 1985, we completed our initial public offering
and were listed on the Nasdaq National Market. In September 1996, we merged with
HomeTown Buffet, Inc., which was developed by one of our co-founders and had 80
company-owned HomeTown Buffet restaurants in 11 states and 19 franchised
restaurants in eight states. In October 2000, Buffets was acquired by Buffets
Holdings, a company organized by Caxton-Iseman Capital, Inc., in a buyout from
public shareholders.
A significant portion of the Company's cost structure is fixed in nature,
particularly over shorter time horizons. Accordingly, changes in marginal sales
volume can have a more significant impact on our profitability than for a
business possessing a more variable cost structure.
Beginning July 3, 2002, we changed our fiscal year so that it ends on the
Wednesday nearest June 30 of each year. Our current fiscal year is comprised of
52 or 53 weeks divided into four fiscal quarters of 12, 12, 16 and 12 or 13
weeks. The twenty-six week transitional period ended July 3, 2002 consisted of
26 weeks and was divided into two periods of 16 and 10 weeks. Prior to that, our
fiscal year ended on the Wednesday nearest December 31 of each year and each
fiscal year was divided into periods of 16, 12, 12 and 12 or 13 weeks.
The following is a description of the line items from our statements of
operations:
o We recognize as restaurant sales the proceeds from the sale of food and
beverages at our company-owned restaurants at the time of such sale. We
recognize the proceeds from the sale of gift certificates/cards when the
gift certificates/cards are redeemed at our restaurants. Until
redemption, the unearned revenue from the sale of gift
certificates/cards is included in accrued liabilities on our balance
sheet. Our franchise income includes royalty fees and initial franchise
fees received from our franchisees. Management recognizes royalty fees
as other income based on the sales reported at the franchise
restaurants.
o Restaurant costs reflect only direct restaurant operating costs,
including food, labor and direct and occupancy costs. Labor costs
include compensation and benefits for both hourly and restaurant
management employees. Direct and occupancy costs consist primarily of
costs of supplies, maintenance, utilities, rent, real estate taxes,
insurance, depreciation and amortization.
o Advertising expenses reflect all advertising and promotional costs.
o General and administrative expenses reflect all costs, other than
marketing expenses, not directly related to the operation of
restaurants. These expenses consist primarily of corporate
administrative compensation and overhead, district and regional
management compensation and related management expenses and the costs of
recruiting, training and supervising restaurant management personnel.
15
o Loss on sale and leaseback transaction reflects transaction costs and
impairment losses associated with the sale and leaseback of the
leasehold interests and leasehold improvements with respect to 27
restaurants completed on December 11, 2002.
o Goodwill amortization through January 2, 2002 reflects the amortization
of the excess of cost over fair market value of assets and is recognized
on a straight-line basis, over a 30-year life.
o Interest expense reflects interest costs incurred plus amortization of
debt issuance costs and accretion of original issuance discount on our
notes.
o Interest income reflects interest earned on our short-term investments.
o Other income primarily reflects franchise fees earned, less minority
interest associated with our Tahoe Joe's joint venture.
o Provision (benefit) for income taxes reflects the current and deferred
tax provision (benefit) determined in accordance with the provisions of
Statement of Financial Accounting Standards No. 109, "Accounting for
Income Taxes."
CRITICAL ACCOUNTING POLICIES
Our condensed consolidated financial statements have been prepared in
accordance with accounting policies generally accepted in the United States of
America. The preparation of our financial statements requires management to make
estimates and assumptions that affect the reported amount of assets and
liabilities, the disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. On an ongoing basis, management evaluates its
estimates and assumptions, including those related to recoverability of
long-lived assets, revenue recognition and goodwill. Management bases its
estimates and assumptions on historical experience and on various other factors
that are believed to be reasonable at the time the estimates and assumptions are
made. Actual results may differ from these estimates and assumptions under
different circumstances or conditions.
We believe the following critical accounting policies affect management's
significant estimates and assumptions used in the preparation of our condensed
consolidated financial statements.
RECOVERABILITY OF LONG-LIVED ASSETS
Management periodically evaluates long-lived assets and goodwill related to
those assets for impairment whenever events or changes in circumstances indicate
the carrying value amount of an asset or group of assets may not be recoverable.
Management evaluates groups of assets together at the individual restaurant
level, which is considered to be the lowest level for which there are
identifiable cash flows. A specific restaurant is deemed to be impaired if a
forecast of undiscounted future operating cash flows directly relating to that
restaurant, including disposal value, if any, is less than the carrying amount
of that restaurant. If a restaurant is determined to be impaired, the loss is
measured as the amount by which the carrying amount of the restaurant exceeds
its fair value. Management determines fair value based on quoted market prices
in active markets, if available. If quoted market prices are not available,
management estimates the fair value of a restaurant based on either the best
information available, including prices for similar assets, or the results of
valuation techniques, such as discounted estimated future cash flows, as if the
decision to continue to use the impaired restaurant was a new investment
decision. Management measures the fair value of a restaurant by discounting
estimated future cash flows. Considerable management judgment is necessary to
estimate the discounted future cash flows. Accordingly, actual results could
vary significantly from such estimates. We expensed approximately $1.0 million
during the 12 weeks ended December 18, 2002 and approximately $1.1 million
during the 24 weeks ended December 18, 2002 relating to the impairment of
long-lived assets associated with 11 and 13 restaurants, respectively. This
amount was partially offset by an approximate $0.8 million reduction in lease
obligation accrual assumptions in accrued store closing costs, based on the
Company receiving greater than planned sublease and other cash receipts. In
16
addition, we also recognized approximately $5.4 million in impairments on 15
restaurants as part of the loss on the sale and leaseback transaction completed
on December 11, 2002.
GOODWILL AND OTHER INTANGIBLE ASSETS
Through the end of the fiscal year ended January 2, 2002, we recorded
goodwill that represented the excess of our acquisition cost over the fair
market value of the net assets acquired. We amortized that goodwill on a
straight-line basis over a 30-year life. However, on January 3, 2002, we began
applying the new rules on accounting for goodwill and other intangible assets
issued by the Financial Accounting Standards Board in SFAS No. 142 "Goodwill and
Other Intangible Assets." As a result of the application of these new rules,
amortization of goodwill was reduced by approximately $2.5 million and $5.0
million for the 12-week and 24-week periods ended December 18, 2002,
respectively, because intangible assets with indefinite lives, such as goodwill,
are no longer amortized. There were no impairments to goodwll and other
intangible assets identified for the 12-week and 24-week periods ended December
18, 2002.
RESULTS OF OPERATIONS
THE FOLLOWING DISCUSSION REFLECTS OUR HISTORICAL RESULTS FOR THE 12-WEEK AND
24-WEEK PERIODS ENDED DECEMBER 18, 2002 AND JANUARY 2, 2002.
OUR FUTURE RESULTS MAY NOT BE CONSISTENT WITH OUR HISTORICAL RESULTS. THE
FOLLOWING DISCUSSION SHOULD BE READ IN CONJUNCTION WITH OUR CONSOLIDATED
FINANCIAL STATEMENTS AND RELATED NOTES INCLUDED ELSEWHERE IN THIS REPORT.
FOR THE 12 WEEKS ENDED DECEMBER 18, 2002 COMPARED TO THE 12 WEEKS ENDED JANUARY
2, 2002
The following table sets forth our results of operations based on the
percentage relationship of the items listed to our restaurant sales during the
periods shown:
12 WEEKS ENDED 12 WEEKS ENDED
JANUARY 2, 2002 DECEMBER 18, 2002
--------------------- ----------------------
(DOLLARS IN THOUSANDS)
Restaurant sales............................ $ 231,668 100.0% $ 221,189 100.0%
Restaurant costs............................ 196,205 84.7 192,757 87.1
Advertising expenses........................ 5,142 2.2 7,293 3.3
General and administrative expenses......... 12,793 5.5 10,768 4.9
Loss on sale and leaseback transaction...... -- -- 5,434 2.5
Goodwill amortization....................... 2,484 1.1 -- --
--------- ---------
Operating income............................ 15,044 6.5 4,937 2.2
Interest expense............................ 9,146 4.0 9,999 4.5
Interest income............................. (200) (0.1) (111) (0.1)
Other income................................ (242) (0.1) (391) (0.2)
--------- ---------
Income (loss) before income taxes........... 6,340 2.7 (4,560) (2.0)
Income tax expense (benefit)................ 3,214 1.4 (2,046) (0.9)
--------- ---------
Net income (loss)......................... $ 3,126 1.3 $ (2,514) (1.1)
========= ==========
RESTAURANT SALES. Restaurant sales for the 12 weeks ended December 18, 2002
decreased $10.5 million, or 4.5%, compared with the 12 weeks ended January 2,
2002. Most of the decline in sales was due to a 3.7% decrease in same-store
sales. This decline in same-store sales was comprised of a 5.4% decline in guest
counts, partially offset by a 1.7% increase in pricing. Additionally, operating
weeks were down in the most recent quarter by approximately 3.1%, primarily due
to the closure of 21 under-performing units over the past 12 months. These
closings were partially offset by the opening of six units in the past 12
months. Average weekly sales per unit of $47,021 for the quarter ended December
18, 2002 decreased by 1.6% as compared to average weekly sales per unit during
the comparable prior year period. Due in large part to the current economic
environment, the Company currently expects same-store sales for the third
quarter of the 2003 fiscal year (the 16-week period ending April 9, 2003) to
decline by approximately 4.0% to 6.0% versus the comparable period in 2002.
RESTAURANT COSTS. Restaurant costs for the second quarter of fiscal 2003
increased by 2.4% as a percentage of sales compared with the comparable prior
year period. Food cost increased 1.5% as a percentage of sales primarily due to
17
non-recurring food rebates recognized in the comparable quarter of the prior
year. Gross food costs before rebates were up 0.2% as a percentage of sales
during the second quarter compared to the comparable prior year period. Labor
costs were 0.9% higher as a percentage of sales than those experienced in the
comparable quarter in the prior year, primarily due to lost sales leverage on
the predominantly fixed components of management salaries, benefits and worker's
compensation. Direct and occupancy costs were virtually flat with last year as a
percentage of sales. A favorable utility cost environment coupled with
approximately $1.2 million in net proceeds received as a partial settlement of
an insurance claim offset fixed cost leverage issues to provide for stable
direct and occupancy costs.
ADVERTISING EXPENSES. Advertising costs increased 1.1% as a percentage of
sales for the second quarter of fiscal 2003 versus the comparable quarter in the
prior year. Advertising weights were increased in prime time, late news and
Hispanic television in a number of markets to provide greater media exposure.
Same store sales among units receiving advertising support during the second
quarter of 2003 trended approximately one percentage point better than in units
not receiving advertising support.
GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
decreased 0.6% as a percentage of sales during the second quarter of 2003 when
compared to the 12 weeks ended January 2, 2002. This reduction was largely due
to reduced bonus expense and lower professional fees.
LOSS ON SALE AND LEASEBACK TRANSACTION. On December 11, 2002, we entered
into a sale and leaseback transaction whereby we transferred our leasehold
interests and leasehold improvements with respect to 27 restaurants to a third
party for net proceeds of $22.6 million. We simultaneously entered into
long-term leases for those restaurants with an aggregate initial annual rent of
approximately $3.2 million. In connection with this sale and leaseback, we
recorded a loss of $5.4 million primarily to reflect the impairment of certain
of the properties for which the net proceeds were less than the book value of
the leasehold assets. Also included in the loss on the transaction were payments
that we made to Caxton-Iseman Capital, Inc., an entity related to Caxton-Iseman
Investments L.P. which held approximately 77.1% of Buffets Holdings, Inc.'s
outstanding common stock as of December 18, 2002, for advisory fees equal to 1%
of the gross proceeds of the transaction, or approximately $0.3 million. In
addition, the net proceeds for certain of the properties were greater than the
book value of the leasehold assets resulting in a deferred gain of $3.3 million.
The deferred gain will be accreted over the life of the respective restaurant
leases, ranging from 17 to 25 years.
GOODWILL AMORTIZATION. Goodwill amortization expense decreased 1.1% as a
percentage of sales during the 12 weeks ended December 18, 2002 versus the
comparable prior year quarter due to the adoption on January 3, 2002 of
Statement of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and
Intangible Assets," and its non-amortization provisions for goodwill.
INTEREST EXPENSE. Interest expense increased 0.5% as a percentage of sales
during the second quarter of fiscal 2003 versus the comparable prior year period
primarily due to higher weighted average outstanding debt balances.
INTEREST INCOME. Interest income was flat as a percentage of sales between
the respective periods.
OTHER INCOME. Other income improved 0.1% as a percentage of sales when
comparing the 12 weeks ended December 18, 2002 to the comparable prior year
period.
INCOME TAXES. Income taxes decreased 2.3% as a percentage of sales for the
12 weeks ended December 18, 2002 compared to the 12 weeks ended January 2, 2002
principally due to a decrease in income before income taxes coupled with a
decrease in non-deductible goodwill amortization associated with the buyout from
public shareholders that resulted in an effective tax rate of 44.9% for the
current quarter compared with 50.7% for the comparable prior year period.
18
FOR THE 24 WEEKS ENDED DECEMBER 18, 2002 COMPARED TO THE 24 WEEKS
ENDED JANUARY 2, 2002
The following table sets forth our results of operations based on the
percentage relationship of the items listed to our restaurant sales during the
periods shown:
24 WEEKS ENDED 24 WEEKS ENDED
JANUARY 2, 2002 DECEMBER 18, 2002
--------------------- ---------------------
(DOLLARS IN THOUSANDS)
Restaurant sales.............................. $ 476,913 100.0% $ 456,687 100.0%
Restaurant costs.............................. 404,975 84.9 393,550 86.2
Advertising expenses.......................... 11,194 2.4 14,052 3.1
General and administrative expenses........... 23,754 5.0 21,526 4.7
Loss on sale and leaseback transaction........ -- -- 5,434 1.2
Goodwill amortization......................... 4,967 1.0 -- --
--------- ---------
Operating income.............................. 32,023 6.7 22,125 4.8
Interest expense.............................. 18,573 3.9 19,892 4.4
Interest income............................... (429) (0.1) (231) (0.1)
Other income.................................. (547) (0.1) (593) (0.1)
--------- ---------
Income before income taxes.................... 14,426 3.0 3,057 0.6
Income tax expense............................ 7,601 1.6 679 0.1
--------- ---------
Net income.................................. $ 6,825 1.4 $ 2,378 0.5
========= =========
RESTAURANT SALES. Restaurant sales for the 24 weeks ended December 18, 2002
decreased $20.2 million, or 4.2%, compared with the 24 weeks ended January 2,
2002. Most of the decline in sales was due to a 3.1% decrease in same-store
sales. This decline in same-store sales was comprised of a 5.0% decline in guest
counts, partially offset by a 1.9% increase in pricing. Additionally, operating
weeks were down in the most recent year-to-date period by approximately 3.6%,
primarily due to the closure of 21 under-performing units over the past 12
months. These closures were partially offset by the opening of six units in the
past 12 months. Average weekly sales per unit of $48,511 for the 24 weeks ended
December 18, 2002 decreased by 0.7% as compared to average weekly sales per unit
during the comparable prior year period.
RESTAURANT COSTS. Restaurant costs for the 24 weeks ended December 18, 2002
increased by 1.3% as a percentage of sales compared with the comparable prior
year period. Food cost increased 0.4% as a percentage of sales primarily due to
non-recurring food rebates recognized during the 24 weeks ended January 2, 2002.
Labor costs were 0.6% higher as a percentage of sales than those experienced in
the comparable quarter in the prior year, primarily due to lost sales leverage
on the predominantly fixed components of management salaries, benefits and
worker's compensation. Direct and occupancy costs decreased approximately $3.2
million during the 24 weeks ended December 18, 2002, but were 0.3% higher as a
percentage of sales than the prior year period. The increase as a percentage of
sales was primarily attributable to fixed cost leverage issues, partially offset
by a favorable utility cost environment and approximately $1.2 million in net
proceeds received as a partial settlement of an insurance claim.
ADVERTISING EXPENSES. Advertising costs increased 0.7% as a percentage of
sales for the 24 weeks ended December 18, 2002 versus the comparable prior year
period primarily due to significantly heavier advertising weights in a number of
markets.
GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
decreased 0.3% as a percentage of sales during the 24 weeks ended December 18,
2002 when compared to the 24 weeks ended January 2, 2002. This reduction was
largely due to reduced bonus expense and lower professional fees.
LOSS ON SALE AND LEASEBACK TRANSACTION. The loss on the sale and leaseback
transaction completed on December 11, 2002 totaled $5.4 million.
GOODWILL AMORTIZATION. Goodwill amortization expense decreased 1.0% as a
percentage of sales during the 24 weeks ended December 18, 2002 versus the
comparable prior year period due to the adoption on January 3, 2002 of Statement
of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and Intangible
Assets," and its non-amortization provisions for goodwill.
19
INTEREST EXPENSE. Interest expense increased 0.5% as a percentage of sales
during the 24 weeks ended December 18, 2002 versus the comparable prior year
period primarily due to higher weighted average outstanding debt balances.
INTEREST INCOME. Interest income was flat as a percentage of sales between
the respective periods.
OTHER INCOME. Other income was flat as a percentage of sales when comparing
the 24 weeks ended December 18, 2002 to the comparable prior year period.
INCOME TAXES. Income taxes decreased 1.5% as a percentage of sales for the
24 weeks ended December 18, 2002 compared to the 24 weeks ended January 2, 2002
principally due to a decrease in income before income taxes coupled with a
decrease in non-deductible goodwill amortization associated with the buyout from
public shareholders and certain tax credits that resulted in an effective tax
rate of 22.2% for the 24 weeks ended December 18, 2002 compared with 52.7% for
the comparable prior year period.
LIQUIDITY AND CAPITAL RESOURCES
Cash flows generated from operating activities provide us with a significant
source of liquidity. Since most of our sales are for cash or credit with
settlement within a few days and most vendors are paid on typical terms ranging
from approximately 14 to 35 days, we operate on a significant working capital
deficit. In addition to cash flows from operations, a revolving credit facility
is available to us for general corporate purposes as revolving credit loans or
as swing-line loans. Letters of credit issued under the revolving loan facility
or the letter of credit facility are also available to us to support payment
obligations incurred for our general corporate purposes. Historically, our
capital requirements have been for the development and construction of new
restaurants, restaurant refurbishment, the installation of new corporate
financial systems and debt service obligations. We expect these requirements to
continue in the foreseeable future.
Net cash provided by operating activities was $49.2 million for the 24 weeks
ended December 18, 2002 and $34.9 million for the 24 weeks ended January 2,
2002. Net cash provided by operating activities exceeded the net income for the
periods principally due to the effect of depreciation and amortization, an
increase in accrued and other liabilities and a loss on the sale and leaseback
transaction in fiscal 2003.
Net cash provided by investment activities was $8.1 million for the 24 weeks
ended December 18, 2002 and $22.3 million for the 24 weeks ended January 2,
2002. On December 11, 2002, we completed a sale and leaseback of our leasehold
interests and our leasehold improvements with respect to 27 restaurants for net
proceeds of $22.6 million. We simultaneously entered into long-term leases for
those restaurants with an aggregate initial rent of approximately $3.2 million.
The sales and leaseback transaction also resulted in a deferred gain of
approximately $3.3 million. This deferred gain will be accreted over the life of
the respective restaurant leases, ranging from 17 to 25 years. In December 2001,
we committed to a sale and leaseback transaction with respect to 24 restaurant
properties and completed the sale and leaseback of 23 such properties on
December 28, 2001. That transaction generated net proceeds of $39.1 million,
excluding $0.8 million in capitalized debt issuance costs. In February 2002, we
completed the sale and leaseback with respect to the remaining restaurant
property. Capital expenditures totaled $14.4 million for the 24 weeks ended
December 18, 2002 and $18.0 million for the 24 weeks ended January 2, 2002.
Net cash used in financing activities totaled $25.9 million for the 24 weeks
ended December 18, 2002 and $45.7 million for the 24 weeks ended January 2,
2002. Financing activities consisted primarily of scheduled and accelerated
repayments of debt.
On June 28, 2002, we entered into new debt agreements to refinance our
existing debt, make a distribution to our parent, Buffets Holdings, Inc., and
repurchase our outstanding preferred stock warrants. We issued 11 1/4% senior
subordinated notes in the principal amount of $230 million, net of a discount of
$8.8 million, and borrowed $245 million under a $295 million senior credit
facility.
In connection with the redemption of our 14% senior subordinated notes and
Buffets Holdings' 16% senior subordinated notes on June 28, 2002, we agreed to
pay $18.0 million of redemption fees, of which $1.0 million was paid at closing
out of the net proceeds of the offering of the initial notes and was accounted
for as part of the transaction fees
20
and expenses relating to the Refinancing Transactions. An additional $5.0
million of redemption fees was paid on each of September 30, 2002 and December
31, 2002. The final payment of $7.0 million may, at our option, be deferred
until the earlier of June 30, 2003 and the date that we first fail to make any
payment, regardless of amount, in respect of indebtedness for borrowed money in
an outstanding aggregate principal amount in excess of $5.0 million or such
indebtedness is accelerated following any default thereunder. We expect to make
these periodic installment payments from our cash flow generated from
operations. The redemption fees were recognized as a loss related to refinancing
in the 26-week transitional period ended July 3, 2002. The remaining redemption
fees are included in accrued liabilities on our balance sheet.
As previously discussed, on June 28, 2002, we entered into a senior credit
facility which provided for total borrowings of up to $295 million, including
(i) a $245 million term loan, (ii) a $30 million revolving credit facility, of
which up to $20 million is available in the form of letters of credit, and (iii)
a separate $20 million letter of credit facility. The terms of the senior credit
facility permit us to borrow, subject to availability and certain conditions,
incremental term loans or to issue additional notes in an aggregate amount up to
$25 million. The term loan matures on June 28, 2009 while the revolving facility
and the letter of credit facility mature on June 28, 2007. The borrowings due
under the term loan are payable in equal quarterly installments in an annual
amount equal to 1% of the term loan during each of the first six years of the
loan (beginning on September 30, 2002), with the remaining balance payable due
in equal quarterly installments during the seventh year of the loan. The term
loan is secured by substantially all of our assets other than those of our Tahoe
Joe's Inc. subsidiary. Buffets Holdings, Inc. has also guaranteed the repayment
of the senior credit facility. The senior credit facility requires us to
maintain certain financial ratios including leverage, interest coverage and
fixed charge coverage. We were in compliance with all covenants as of December
18, 2002.
As of December 18, 2002, we had approximately $17.4 million in outstanding
letters of credit, which expire through November 13, 2003. As of December 18,
2002, the total borrowing availability under the revolving credit facility was
$30 million and the total borrowing capacity under the letter of credit facility
was approximately $2.6 million.
The Company has the option of tying its borrowings to LIBOR or a base rate
when calculating the interest rate for the term loan. The base rate is the
greater of Credit Suisse First Boston's prime rate, or the federal funds
effective rate plus one-half of 1 percent.
Also as discussed above, on June 28, 2002, we issued $230.0 aggregate
principal amount of our 11 1/4% senior subordinated notes due July 15, 2010.
Gross proceeds from the offering of the notes were approximately $221.2 million.
Interest is payable semi-annually on January 15 and July 15 of each year. Except
in the event of an initial public offering, we are not entitled to redeem the
notes prior to July 15, 2006, after which we can choose to redeem some or all of
the notes at specified redemption prices. The indenture governing the notes
contains covenants limiting our ability to (1) incur additional indebtedness,
(2) pay dividends on our capital stock or redeem, repurchase or retire our
capital stock or subordinated indebtedness, (3) make investments, (4) create
restrictions on the payment of dividends, (5) engage in transactions with
affiliates, (6) sell assets, and (7) consolidate, merge or transfer assets. The
payment of principal, premium and interest on the notes is fully and
unconditionally guaranteed, jointly and severally, by some of our wholly-owned
subsidiaries, namely Distinctive Dining, Inc., Hometown Buffet, Inc., OCB
Purchasing Co., OCB Restaurant Co. and Restaurant Innovations, Inc.
We are currently considering the sale of our 13 Original Roadhouse Grill
restaurants. On October 9, 2002, we entered into an exclusive purchase option
arrangement with a prospective purchaser for the Original Roadhouse Grill
restaurants. The prospective purchaser paid us $1 million in non-refundable fees
to obtain exclusive purchase rights for those restaurants through March 14,
2003. Those restaurants generated approximately $18.7 million of restaurant
sales and approximately $2.3 million of EBITDA (earnings before interest, income
taxes, depreciation and amortization) for the 24 weeks ended December 18, 2002.
The indenture permits this transaction, and the new credit agreement requires us
to make a special prepayment equal to the lesser of the amount of the aggregate
net cash proceeds received from this transaction and approximately $34.0
million. Under the new credit agreement, and subject to compliance with the
covenants of the indenture governing the notes, we are permitted to make a
distribution to our sole shareholder, Buffets Holdings, of up to the sum of the
amount by which the net cash proceeds received from the contemplated sale of the
Original Roadhouse Grill exceeds 3.7 times the pro forma reduction in adjusted
EBITDA associated with the contemplated sale.
21
During fiscal 2003, we plan to open four buffet restaurants and one
non-buffet concept restaurant. We estimate that we will spend approximately $13
million in the aggregate on construction of new restaurants, principally for
leasehold improvements. We anticipate spending $10 million in remodeling,
relocation and improvement costs for existing facilities and an additional $2
million to $3 million for corporate and system investments, including the
implementation of a new human resources information system.
We are not aware of any other event or trend that would potentially affect
our capital requirements or liquidity. For the next twelve months, we believe
that cash flow from operations, landlord contributions, credits received from
trade suppliers and available borrowing capacity will be adequate to finance our
development plans, on-going operations and debt service obligations.
SEASONALITY AND QUARTERLY FLUCTUATIONS
Our sales are seasonal, with a lower percentage of annual sales occurring in
most of our current market areas during the winter months. Our restaurant sales
may also be affected by unusual weather patterns, major world events or matters
of public interest that compete for customers' attention. Generally, restaurant
sales per unit are lower in the winter months, our third fiscal quarter ending
in late April of each year. The impact of these reduced average weekly sales
will be mitigated in our future quarterly data presentations through the
inclusion of 16 weeks in the quarter ending in late April of each year, compared
to only 12 or 13 weeks in each of the other fiscal quarters.
NEW ACCOUNTING STANDARD
In July, 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities." This statement requires that a
liability for a cost associated with an exit or disposal activity be recognized
when the liability is incurred, rather than when a company commits to an exit
plan as was previously required. SFAS No. 146 is effective for exit or disposal
activities that are initiated after December 31, 2002. We do not believe that
the adoption of SFAS 146 will have a material impact on our results of
operations or financial position.
FORWARD-LOOKING STATEMENTS AND RISK FACTORS
The statements contained in this report which are not historical facts are
forward-looking statements that are subject to risks and uncertainties that
could cause actual results to differ materially from those set forth in, or
implied by, forward-looking statements. Buffets has tried, whenever possible, to
identify these forward-looking statements using words such as "projects,"
"anticipates," "believes," "estimates," "expects," "plans," "intends," and
similar expressions. Similarly, statements herein that describe Buffets'
business strategy, outlook, objectives, plans, intentions or goals are also
forward-looking statements. The risks and uncertainties involving
forward-looking statements include, but are not limited to, general business and
economic conditions, negative publicity, the impact of competition, the
seasonality of Buffets' business, adverse weather conditions, future commodity
prices, fuel and utility costs, labor costs, employment and environmental laws,
governmental regulations, and inflation. For a detailed discussion of risks and
uncertainties that may cause our future performance to differ from that
projected in the forward-looking statements, please refer to the "Risk Factors"
section contained in Buffets' registration statement filed with the Securities
and Exchange Commission on December 27, 2002.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
INTEREST RATE RISKS. We have interest rate exposure relating to the variable
portion of our long-term obligations. Our 11 1/4% senior subordinated notes are
fixed and the interest rates on the term loans under our senior credit facility
are variable. A 1% change in interest rates on our variable rate debt would have
resulted in our interest rate expense fluctuating by approximately $1.1 million
for the 24 weeks ended December 18, 2002. Our interest rate risk is mitigated,
in part, by an interest rate cap purchased on November 25, 2002 with a notional
value of $15 million and a 5% strike price that expires on June 30, 2004.
FOOD COMMODITY RISKS. Many of the food products purchased by us are affected
by commodity pricing and are, therefore, subject to price volatility caused by
weather, production problems, delivery difficulties and other factors that
22
are outside our control. To control this risk in part, we have fixed price
purchase commitments with terms of one year or less for some key food and
supplies from vendors who supply our national food distributor. In addition, we
believe that substantially all of our food and supplies are available from
several sources, which helps to control food commodity risks. We believe we have
the ability to increase menu prices, or vary the menu items offered, if needed,
in response to food product price increases within the range that has been
experienced historically. To compensate for a hypothetical price increase of 10%
for food and beverages, we would need to increase menu prices by an average of
approximately 3% percent. Our average price increases in our buffet operations
have been approximately 2% for the 24 weeks ended December 18, 2002.
Accordingly, we believe that a hypothetical 10% increase in food product costs
would not have a material effect on our operating results.
ITEM 4. CONTROLS AND PROCEDURES.
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES. The Company's Chief
Executive Officer and its Chief Financial Officer, after evaluating the
effectiveness of the disclosure controls and procedures (as defined in the
Securities Exchange Act of 1934 Rules 13a-14(c) and 15d-14(c) as of a date
within 90 days of the filing date of this quarterly report on Form 10-Q (the
"Evaluation Date"), have concluded that as of the Evaluation Date, the Company's
disclosure controls and procedures were adequate and effective to ensure that
material information relating to the Company and its consolidated subsidiaries
would be made known to them by others within those entities, particularly during
the period in which this quarterly report on Form 10-Q was being prepared.
CHANGES IN INTERNAL CONTROLS. There were no significant changes in the
Company's internal controls or in other factors that could significantly affect
the internal controls subsequent to the date of their evaluation, nor any
significant deficiencies or material weaknesses in such internal controls
requiring corrective actions. As a result, no corrective actions were taken.
PART II. OTHER INFORMATION.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
99.1 Certification of Kerry A. Kramp Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
99.2 Certification of R. Michael Andrews, Jr. Pursuant to 18
U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
(b) Reports on Form 8-K
Buffets, Inc. filed no reports on Form 8-K in the quarter ended
December 18, 2002.
23
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.
BUFFETS, INC.
Date: February 3, 2003 By: /s/ Kerry A. Kramp
-------------------------------------
Kerry A. Kramp
Chief Executive Officer
By: /s/ R. Michael Andrews, Jr.
-------------------------------------
R. Michael Andrews, Jr.
Chief Financial Officer
(Principal Financial and Accounting
Officer)
24
CERTIFICATION
I, Kerry A. Kramp, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Buffets, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: February 3, 2003
/s/ Kerry A. Kramp
- -----------------------
Kerry A. Kramp
Chief Executive Officer
25
CERTIFICATION
I, R. Michael Andrews, Jr., certify that:
1. I have reviewed this quarterly report on Form 10-Q of Buffets, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: February 3, 2003
/s/ R. Michael Andrews, Jr.
- ---------------------------
R. Michael Andrews, Jr.
Chief Financial Officer
26