SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Quarterly Period Ended March 30, 2003.
or
[_] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Transition Period from to .
Commission file number 0-25721.
BUCA, Inc.
(Exact name of registrant as specified in its Charter)
| Minnesota |
41-1802364 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
1300 Nicollet Mall
Minneapolis, Minnesota 55403
(Address of principal executive offices) (Zip Code)
(612) 288-2382
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes X No
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2). Yes X No
Indicate the number of shares outstanding of each of the registrant’s classes of common equity, as of the latest practicable date: Common stock, $.01 par value, 16,691,640 shares outstanding as of May 2, 2003.
BUCA, INC. AND SUBSIDIARIES
| PART I. |
FINANCIAL INFORMATION |
|||
| Item 1. |
Financial Statements |
|||
| Consolidated Balance Sheets – March 30, 2003 and December 29, 2002 |
3 | |||
| Consolidated Statements of Income—Thirteen Weeks Ended March 30, 2003 and March 31, 2002 |
4 | |||
| Consolidated Statements of Cash Flows—Thirteen Weeks Ended March 30, 2003 and March 31, 2002 |
5 | |||
| 6 | ||||
| Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
7 | ||
| Item 3. |
14 | |||
| Item 4. |
14 | |||
| PART II. |
OTHER INFORMATION |
|||
| Item 1. |
15 | |||
| Item 2. |
15 | |||
| Item 3. |
15 | |||
| Item 4. |
15 | |||
| Item 5. |
15 | |||
| Item 6. |
15 | |||
| 17 |
2
PART 1. — FINANCIAL INFORMATION
Item 1. Financial Statements
BUCA, Inc. and Subsidiaries
Consolidated Balance Sheets
(Unaudited, in thousands, except share and per share data)
| March 30, 2003 |
December 29, 2002 |
|||||||
| ASSETS |
||||||||
| CURRENT ASSETS: |
||||||||
| Cash and cash equivalents |
$ |
3,076 |
|
$ |
3,408 |
| ||
| Accounts receivable |
|
2,585 |
|
|
2,673 |
| ||
| Inventories |
|
6,505 |
|
|
6,218 |
| ||
| Prepaid expenses and other |
|
3,190 |
|
|
3,078 |
| ||
| Total current assets |
|
15,356 |
|
|
15,377 |
| ||
| PROPERTY AND EQUIPMENT, net |
|
186,913 |
|
|
181,587 |
| ||
| OTHER ASSETS |
|
8,692 |
|
|
8,707 |
| ||
| GOODWILL |
|
11,759 |
|
|
11,759 |
| ||
| $ |
222,720 |
|
$ |
217,430 |
| |||
| LIABILITIES AND SHAREHOLDERS’ EQUITY |
||||||||
| CURRENT LIABILITIES: |
||||||||
| Accounts payable |
$ |
10,097 |
|
$ |
13,457 |
| ||
| Accrued expenses and other |
|
11,108 |
|
|
13,702 |
| ||
| Line of credit |
|
14,000 |
|
|
4,000 |
| ||
| Current maturities of long-term debt and capital leases |
|
5,081 |
|
|
5,082 |
| ||
| Total current liabilities |
|
40,286 |
|
|
36,241 |
| ||
| LONG-TERM DEBT and CAPITAL LEASES, less current maturities |
|
20,770 |
|
|
20,808 |
| ||
| OTHER LIABILITIES |
|
3,693 |
|
|
3,618 |
| ||
| SHAREHOLDERS’ EQUITY: |
||||||||
| Undesignated stock, 5,000,000 shares authorized, none issued or outstanding |
||||||||
| Common stock, $.01 par value, 30,000,000 authorized; 16,678,209 and |
||||||||
| 16,615,919 shares issued and outstanding, respectively |
|
167 |
|
|
166 |
| ||
| Additional paid-in capital |
|
150,358 |
|
|
150,030 |
| ||
| Retained earnings |
|
8,781 |
|
|
7,685 |
| ||
|
|
159,306 |
|
|
157,881 |
| |||
| Notes receivable from shareholders |
|
(1,335 |
) |
|
(1,118 |
) | ||
|
|
157,971 |
|
|
156,763 |
| |||
| $ |
222,720 |
|
$ |
217,430 |
| |||
See notes to consolidated financial statements.
3
Consolidated Statements of Income
(Unaudited, in thousands, except share and per share data)
| Thirteen Weeks Ended |
||||||||
| March 30, 2003 |
March 31, 2002 |
|||||||
| Restaurant sales |
$ |
62,345 |
|
$ |
56,312 |
| ||
| Restaurant costs: |
||||||||
| Product |
|
15,042 |
|
|
14,148 |
| ||
| Labor |
|
20,725 |
|
|
18,363 |
| ||
| Direct and occupancy |
|
15,403 |
|
|
12,735 |
| ||
| Depreciation and amortization |
|
3,780 |
|
|
2,999 |
| ||
| Total restaurant costs |
|
54,950 |
|
|
48,245 |
| ||
| General and administrative expenses |
|
4,484 |
|
|
3,439 |
| ||
| Pre-opening costs |
|
884 |
|
|
1,028 |
| ||
| Operating income |
|
2,027 |
|
|
3,600 |
| ||
| Interest income |
|
25 |
|
|
53 |
| ||
| Interest expense |
|
(389 |
) |
|
(254 |
) | ||
| Income before income taxes |
|
1,663 |
|
|
3,399 |
| ||
| Provision for income taxes |
|
(565 |
) |
|
(1,258 |
) | ||
| Net income |
$ |
1,098 |
|
$ |
2,141 |
| ||
| Basic: |
||||||||
| Net income per share |
$ |
0.07 |
|
$ |
0.13 |
| ||
| Weighted average common shares outstanding |
|
16,649,686 |
|
|
16,338,010 |
| ||
| Diluted: |
||||||||
| Net income per share |
$ |
0.07 |
|
$ |
0.13 |
| ||
| Weighted average common shares assumed outstanding |
|
16,655,110 |
|
|
16,971,889 |
| ||
See notes to consolidated financial statements.
4
Consolidated Statements of Cash Flows
(Unaudited, in thousands)
| Thirteen Weeks Ended |
||||||||
| March 30, 2003 |
March 31, 2002 |
|||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: |
||||||||
| Net income |
$ |
1,098 |
|
$ |
2,141 |
| ||
| Depreciation and amortization |
|
3,780 |
|
|
2,999 |
| ||
| Tax benefit on option exercises |
|
281 |
| |||||
| Change in assets and liabilities: |
||||||||
| Accounts receivable |
|
88 |
|
|
(37 |
) | ||
| Inventories |
|
(287 |
) |
|
(599 |
) | ||
| Prepaid expenses and other |
|
(113 |
) |
|
241 |
| ||
| Accounts payable |
|
(3,360 |
) |
|
(1,026 |
) | ||
| Accrued expenses and other |
|
(2,595 |
) |
|
(2,513 |
) | ||
| Other |
|
75 |
|
|
88 |
| ||
| Net cash (used in) provided by operating activities |
|
(1,314 |
) |
|
1,575 |
| ||
| CASH FLOWS FROM INVESTING ACTIVITIES: |
||||||||
| Purchase of property and equipment |
|
(9,105 |
) |
|
(12,272 |
) | ||
| Decrease (increase) in other assets |
|
14 |
|
|
(1,501 |
) | ||
| Purchase of restaurant concept |
|
(20,558 |
) | |||||
| Net cash used in investing activities |
|
(9,091 |
) |
|
(34,331 |
) | ||
| CASH FLOWS FROM FINANCING ACTIVITIES: |
||||||||
| Proceeds from line of credit borrowings |
|
10,000 |
|
|
3,000 |
| ||
| Proceeds from issuance of long-term debt |
|
20,275 |
| |||||
| Principal payments on long-term debt and capital leases |
|
(38 |
) |
|
(14 |
) | ||
| Collection on notes receivable from shareholders |
|
7 |
|
|
33 |
| ||
| Net proceeds from issuance of common stock |
|
104 |
|
|
885 |
| ||
| Net cash provided by financing activities |
|
10,073 |
|
|
24,179 |
| ||
| NET CHANGE IN CASH AND CASH EQUIVALENTS |
|
|||||||