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 June 27, 2004.
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
(Registrants 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 registrants classes of common equity, as of the latest practicable date: Common stock, $.01 par value, 20,150,793 shares outstanding as of August 4, 2004.
BUCA, INC. AND SUBSIDIARIES
2
PART 1. FINANCIAL INFORMATION
Consolidated Balance Sheets
(Unaudited, in thousands, except share data)
| June 27, 2004 |
December 28, 2003 |
|||||||
| ASSETS | ||||||||
| CURRENT ASSETS: |
||||||||
| Cash and cash equivalents |
$ | 1,682 | $ | 3,014 | ||||
| Accounts receivable |
3,092 | 3,537 | ||||||
| Inventories |
7,028 | 7,200 | ||||||
| Prepaid expenses and other |
4,675 | 4,304 | ||||||
| Total current assets |
16,477 | 18,055 | ||||||
| PROPERTY AND EQUIPMENT, net |
175,547 | 177,170 | ||||||
| OTHER ASSETS |
6,579 | 8,375 | ||||||
| GOODWILL |
11,759 | 11,759 | ||||||
| $ | 210,362 | $ | 215,359 | |||||
| LIABILITIES AND SHAREHOLDERS EQUITY | ||||||||
| CURRENT LIABILITIES: |
||||||||
| Accounts payable |
$ | 12,195 | $ | 14,399 | ||||
| Accrued expenses and other |
12,368 | 12,695 | ||||||
| Line of credit borrowings |
14,500 | 17,000 | ||||||
| Current maturities of long-term debt and capital leases |
9,695 | 5,115 | ||||||
| Total current liabilities |
48,758 | 49,209 | ||||||
| LONG-TERM DEBT and CAPITAL LEASES, less current maturities |
890 | 17,021 | ||||||
| OTHER LIABILITIES |
3,514 | 3,932 | ||||||
| SHAREHOLDERS EQUITY: |
||||||||
| Undesignated stock, 5,000,000 shares authorized, none issued or outstanding |
||||||||
| Common stock, $.01 par value; 30,000,000 authorized; 20,146,773 and 16,804,921 shares issued and outstanding, respectively |
201 | 168 | ||||||
| Additional paid-in capital |
168,289 | 150,982 | ||||||
| Accumulated deficit |
(10,026 | ) | (4,615 | ) | ||||
| 158,464 | 146,535 | |||||||
| Notes receivable from employee shareholders |
(1,264 | ) | (1,338 | ) | ||||
| 157,200 | 145,197 | |||||||
| $ | 210,362 | $ | 215,359 | |||||
See notes to consolidated financial statements.
3
Consolidated Statements of Operations
(Unaudited, in thousands, except share and per share data)
| Thirteen Weeks Ended |
Twenty-Six Weeks Ended |
|||||||||||||||
| June 27, 2004 |
June 29, 2003 |
June 27, 2004 |
June 29, 2003 |
|||||||||||||
| Restaurant sales |
$ | 65,241 | $ | 64,971 | $ | 131,728 | $ | 127,316 | ||||||||
| Restaurant costs: |
||||||||||||||||
| Product |
16,272 | 15,830 | 32,754 | 30,872 | ||||||||||||
| Labor |
22,446 | 21,790 | 45,403 | 42,515 | ||||||||||||
| Direct and occupancy |
20,170 | 17,048 | 38,769 | 32,452 | ||||||||||||
| Depreciation and amortization |
4,143 | 4,100 | 8,163 | 7,879 | ||||||||||||
| Total restaurant costs |
63,031 | 58,768 | 125,089 | 113,718 | ||||||||||||
| General and administrative expenses |
4,255 | 4,465 | 8,914 | 8,949 | ||||||||||||
| Pre-opening costs |
286 | 651 | 456 | 1,535 | ||||||||||||
| Lease termination costs |
1,172 | 1,172 | ||||||||||||||
| Operating (loss) income |
(3,503 | ) | 1,087 | (3,903 | ) | 3,114 | ||||||||||
| Interest income |
23 | 34 | 49 | 59 | ||||||||||||
| Interest expense |
(427 | ) | (542 | ) | (1,033 | ) | (931 | ) | ||||||||
| Loss on early extinguishment of debt |
(524 | ) | ||||||||||||||
| (Loss) income before income taxes |
(3,907 | ) | 579 | (5,411 | ) | 2,242 | ||||||||||
| Provision for income taxes |
(152 | ) | (717 | ) | ||||||||||||
| Net (loss) income |
$ | (3,907 | ) | $ | 427 | $ | (5,411 | ) | $ | 1,525 | ||||||
| Basic: |
||||||||||||||||
| Net (loss) income per common share |
$ | (0.19 | ) | $ | 0.03 | $ | (0.28 | ) | $ | 0.09 | ||||||
| Weighted average shares outstanding |
20,146,232 | 16,720,812 | 19,052,293 | 16,685,652 | ||||||||||||
| Diluted: |
||||||||||||||||
| Net (loss) income per common share |
$ | (0.19 | ) | $ | 0.03 | $ | (0.28 | ) | $ | 0.09 | ||||||
| Weighted average shares assumed outstanding |
20,146,232 | 16,731,309 | 19,052,293 | 16,693,209 | ||||||||||||
See notes to consolidated financial statements.
4
Consolidated Statements of Cash Flows
(Unaudited, in thousands)
| Twenty-Six Weeks Ended |
||||||||
| June 27, 2004 |
June 29, 2003 |
|||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: |
||||||||
| Net (loss) income |
$ | (5,411 | ) | $ | 1,525 | |||
| Depreciation and amortization |
8,163 | 7,879 | ||||||
| Loss on early extinguishment of debt |
524 | |||||||
| Change in assets and liabilities: |
||||||||
| Accounts receivable |
446 | 17 | ||||||
| Inventories |
172 | (662 | ) | |||||
| Prepaid expenses and other |
(371 | ) | (172 | ) | ||||
| Accounts payable |
(2,204 | ) | (2,310 | ) | ||||
| Accrued expenses and other |
(328 | ) | (2,893 | ) | ||||
| Other |
(419 | ) | 82 | |||||
| Net cash provided by operating activities |
572 | 3,466 | ||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: |
||||||||
| Purchase of property and equipment |
(6,678 | ) | (17,464 | ) | ||||
| Sale of property and equipment |
139 | 3,325 | ||||||
| Decrease in other assets |
1,508 | 45 | ||||||
| Net cash used in investing activities |
(5,031 | ) | (14,094 | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: |
||||||||
| Proceeds from line of credit borrowings |
23,000 | 23,500 | ||||||
| Principal payments on line of credit borrowings |
(25,500 | ) | (13,500 | ) | ||||
| Proceeds from long-term debt borrowings |
250 | 106 | ||||||
| Principal payments on debt and capital leases |
(11,801 | ) | (1,299 | ) | ||||
| Payment of financing costs |
(236 | ) | (151 | ) | ||||
| Collection on notes receivable from employee shareholders |
74 | 72 | ||||||
| Net proceeds from issuance of common stock |
17,340 | 366 | ||||||
| Net cash provided by financing activities |
3,127 | 9,094 | ||||||
| NET CHANGE IN CASH AND CASH EQUIVALENTS |
(1,332 | ) | (1,534 | ) | ||||
| CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD |
3,014 | 3,408 | ||||||
| CASH AND CASH EQUIVALENTS AT END OF PERIOD |
$ | 1,682 | $ | 1,874 | ||||
See notes to consolidated financial statements.
5
Notes to Consolidated Financial Statements
(Unaudited)
1. NATURE OF BUSINESS AND BASIS OF PRESENTATION
BUCA, Inc. and Subsidiaries (we, us, or our) develop, own and operate Southern Italian restaurants under the names Buca di Beppo and Vinny Ts of Boston. At June 27, 2004, we had 105 restaurants located in 29 states and the District of Columbia.
The accompanying financial statements have been prepared by us without audit and reflect all adjustments, consisting of normal recurring adjustments, which are, in the opinion of management, necessary for a fair statement of financial position and the results of operations for the interim periods. The statements have been prepared in accordance with accounting principles generally accepted in the United States of America (generally accepted accounting principles) and with the regulations of the Securities and Exchange Commission (SEC). Certain information and footnote disclosures, normally included in financial statements prepared in accordance with generally accepted accounting principles, have been condensed or omitted pursuant to such SEC rules and regulations. Operating results for the thirteen and twenty-six weeks ended June 27, 2004 are not necessarily indicative of the results that may be expected for the year ending December 26, 2004.
Certain reclassifications have been made in the financial statements for prior years to conform to the current presentation. Such reclassifications had no effect on net income or stockholders equity as previously reported.
The balance sheet at December 28, 2003 has been derived from the audited financial statements at that date, but does not include all of the information and notes required by generally accepted accounting principles for complete financial statements. For further information, refer to the financial statements and notes for the fiscal year ended December 28, 2003 included in our Annual Report on Form 10-K.
2. LOSS ON IMPAIRMENT OF LONG-LIVED ASSETS
We review our long-lived 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. We consider a history of consistent and significant operating losses to be a primary indicator of potential asset impairment. Assets are grouped and evaluated for impairment at the lowest level for which there are identifiable cash flows, primarily the individual restaurants. A restaurant is deemed to be impaired if a forecast of discounted future operating cash flows directly related to the restaurant is less than its carrying amount. 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. Fair value is an estimate based on 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.
At December 28, 2003, we recorded a loss on the impairment of long-lived assets at nine restaurants due to each restaurants estimated future cash flows not supporting the carrying value of its long-lived assets. Because of declining restaurant sales and profitability in the first half of fiscal 2004, we are also reviewing an additional seven restaurants for potential asset impairment due to these restaurants inability to generate positive cash flows from restaurant operations during the past 12 months. We believe that each of these restaurants estimated future cash flows will support the carrying value of its assets. However, if trends at these seven restaurants do not improve, we may need to take additional losses on the impairment of long-lived assets. At June 27, 2004, the total net book value of fixed and other long-term assets at these seven locations was $8,777,000.
3. LEASE TERMINATION COSTS
During the second quarter of fiscal 2004, we incurred lease termination costs of $1,172,000, which was primarily comprised of the cost associated with termination payments made to each lan