FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarter ended March 30, 1994 Commission File No. 0-10943 RYAN'S FAMILY STEAK HOUSES, INC. (Exact name of registrant as specified in its charter) South Carolina No. 57-0657895 (State or other jurisdiction (I.R.S. Employer of incorporation) Identification No.) 405 Lancaster Avenue P. O. Box 100 Greer, South Carolina 29652 (Address of principal executive offices, including zip code) 803-879-1000 (Registrant's telephone number, including area code) - ------------------------------------------------------------------- ---- Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 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 ________ The number of shares outstanding of each of the registrant's classes of common stock as of March 30, 1994: 53,421,000 shares of common stock, $1.00 Par Value PART I. FINANCIAL INFORMATION RYAN'S FAMILY STEAK HOUSES, INC. CONSOLIDATED STATEMENTS OF EARNINGS (Unaudited) Quarter Ended March 30, March 31, 1994 1993 Restaurant sales $106,892,000 90,388,000 Operating expenses: Food and beverage 43,142,000 36,877,000 Payroll and benefits 29,983,000 25,355,000 Depreciation 4,168,000 3,555,000 Amortization of pre-opening costs 660,000 424,000 Other operating expenses 12,854,000 10,094,000 Total operating expenses 90,807,000 76,305,000 General and administrative expenses 5,388,000 3,640,000 Interest expense 102,000 60,000 Revenues from franchised restaurants (624,000) (728,000) Other income (319,000) (346,000) Earnings before income taxes 11,538,000 11,457,000 Income taxes 4,269,000 4,293,000 Net earnings $7,269,000 7,164,000 Net earnings per common and common equivalent share $ .14 .13 Weighted average shares 53,658,000 53,759,000 See accompanying notes to consolidated financial statements. RYAN'S FAMILY STEAK HOUSES, INC. CONSOLIDATED BALANCE SHEETS March 30, December 29, 1994 1993 ASSETS (Unaudited) Current assets: Cash and cash equivalents $2,835,000 1,946,000 Receivables 1,796,000 1,851,000 Inventories 2,899,000 2,684,000 Prepaid expenses 1,542,000 1,562,000 Deferred income taxes 1,469,000 1,469,000 Total current assets 10,541,000 9,512,000 Property and equipment: Land and improvements 78,051,000 77,601,000 Buildings 172,893,000 170,236,000 Equipment 120,461,000 116,357,000 Construction in progress 37,588,000 27,525,000 408,993,000 391,719,000 Less accumulated depreciation 75,528,000 71,866,000 Net property and equipment 333,465,000 319,853,000 Other assets 4,830,000 4,156,000 $348,836,000 333,521,000 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Notes payable 56,400,000 58,100,000 Accounts payable 13,208,000 10,944,000 Income taxes 3,996,000 1,303,000 Accrued liabilities 19,236,000 14,515,000 Total current liabilities 92,840,000 84,862,000 Deferred income taxes 9,996,000 9,953,000 Shareholders' equity: Common stock of $1.00 par value; authorized 100,000,000 shares; issued 53,421,000 shares in 1994 and 53,415,000 shares in 1993						53,421,000	 			53,415,000 Additional paid-in capital 6,532,000 	 6,513,000 Retained earnings	 186,047,000 178,778,000 Total shareholders' equity 246,000,000 238,706,000 $348,836,000 333,521,000 See accompanying notes to consolidated financial statements. RYAN'S FAMILY STEAK HOUSES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) 			 Quarter Ended 			 March 30, March 31, 			 1994 1993 Cash flows from operating activities: Net earnings			 $7,269,000 7,164,000 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization			 5,041,000 4,119,000 Gain on sale of property and equipment 			 - (67,000) Decrease (increase) in: Receivables 			 55,000 46,000 Inventories 	 			 (215,000) (291,000) Other current assets 	 			 (640,000) (602,000) Other assets 	 			 (676,000) - Increase (decrease) in: Accounts payable 2,264,000 2,764,000 Income taxes 2,693,000 3,249,000 Accrued liabilities 4,721,000 (200,000) Deferred income taxes 43,000 43,000 Net cash provided by operating activities																	20,555,000 16,225,000 Cash flows from investing activities: Proceeds from sale of property and equipment 			 - 295,000 Capital expenditures				 (17,991,000) (17,456,000) Net cash used in investing activities	(17,991,000) 	(17,161,000) Cash flows from financing activities: Net repayment of notes payable 				 (1,700,000) - Proceeds from the issuance of common stock 			 25,000 135,000 Net cash provided (used) by financing activities 				 (1,675,000) 135,000 Net increase (decrease) in cash and cash equivalents 			 889,000	 (801,000) Cash and cash equivalents-beginning of period			 1,946,000 1,730,000 Cash and cash equivalents-end of period																															$2,835,000			 929,000 See accompanying notes to consolidated financial statements. RYAN'S FAMILY STEAK HOUSES, INC. CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY I. For the Quarter ended March 30, 1994 (Unaudited) 									 	 Additional 									 Common 				Paid-In Retained 									 Stock 				Capital Earnings Total Balances at December 29, 1993 $53,415,000 	6,513,000 178,778,000 238,706,000 Net earnings - - 7,269,000 7,269,000 Issuance of common stock under Stock Option Plans 6,000 19,000 - 25,000 Balances at March 30, 1994 $53,421,000 6,532,000 186,047,000 246,000,000 II. For the Quarter ended March 31, 1993 (Unaudited) Additional Common Paid-In Retained Stock Capital Earnings Total Balances at December 30, 1992 $53,337,000 6,106,000 150,236,000 209,679,000 Net earnings - - 7,164,000 7,164,000 Issuance of common stock under Stock Option Plans 29,000 106,000 - 135,000 Balances at March 31, 1993 $53,366,000 6,212,000 157,400,000 216,978,000 See accompanying notes to consolidated financial statements. RYAN'S FAMILY STEAK HOUSES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS March 30, 1994 (Unaudited) Note 1. Basis of Presentation The consolidated financial statements include the financial statements of Ryan's Family Steak Houses, Inc. and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principals for interim financial information and the instructions to Form 10-Q and do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Consolidated operating results for the quarter ended March 30, 1994 are not necessarily indicative of the results that may be expected for the fiscal year ending December 28, 1994. For further information, refer to the financial statements and footnotes included in the Company's annual report on Form 10-K for the fiscal year ended December 29, 1993. Note 2. Earnings Per Share Earnings per share are computed based on the weighted average number of common and common equivalent shares outstanding during the period. Common equivalent shares are represented by shares under option. Note 3. Reclassifications Certain 1993 amounts in the accompanying consolidated financial statements have been reclassified to conform to the 1994 presentation. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Quarter Ended March 30, 1994 versus March 31, 1993 The Company experienced strong sales growth during the first quarter of 1994 with restaurant sales up 18% over the comparable quarter of 1993. Substantially all of the increase resulted from the 18% unit growth of Company-owned restaurants, which totaled 198 at March 30, 1994 and 170 at March 31, 1993. Same-store sales, or average unit sales in restaurants that have been open for at least 18 months and operated during comparable weeks during the current and prior years, were flat during the quarter compared to a 4.6% decline during the first quarter of 1993. During 1994, sales gains in February and March offset much of the unfavorable impact from January's severe winter storms. Total costs and expenses of Company-owned restaurants include food and beverage, payroll, payroll taxes and employee benefits, depreciation and amortization, repairs, maintenance, utilities, supplies, advertising, insurance, property taxes and licenses. Such costs, as a percentage of sales, were 85.0% during the first quarter of 1994 compared to 84.4% in 1993. In 1994, the Company benefited from favorable beef prices, resulting in 0.4% reduction in food costs, as a percent of sales, during the quarter. Payroll and benefits remained at 28.1% of sales during both 1994 and 1993. All other operating costs, including depreciation and amortization of pre-opening costs, increased to 16.6% of sales in 1994 compared to 15.6% in 1993 due to higher utility, insurance and store-based promotional costs. Based on these factors, the Company's gross operating margins at the restaurant level were 15.0% and 15.6% for the first quarters of 1994 and 1993, respectively. General and administrative expenses increased to 5.0% of sales compared to 4.0% in 1993. Approximately one-half of the increase resulted from a $551,000 addition to bad debt expense due to the uncertainty surrounding the payment of royalty fees from the Company's Florida franchisee (see next paragraph). Higher training and supervision costs were the principal reasons underlying the remaining increase. Franchise revenues decreased 14.3% due to less franchised restaurants, which totaled 33 at March 30, 1994 and 36 at March 31, 1993, and a slightly lower overall effective royalty rate. In accordance with the Company's accounting policies, all franchise royalties earned were recognized as income during the quarter. This income includes royalties due from the Company's largest franchisee, Family Steak Houses of Florida, Inc. ("Family"), which has been unable to pay its royalty fees since August 1993. The Company has held extensive negotiations with Family over the past several months and has further meetings scheduled with Family's new management. As noted in the previous paragraph, bad debt reserves were increased by $551,000, which equals the first quarter royalties due from Family under current contractual terms. There can be no assurance that either the past due or current royalty fees will be collected. The effective income tax rates used for the first quarters of 1994 and 1993 were 37.0% and 37.5%, respectively. Net earnings for the first quarter of 1994 amounted to $7.3 million compared to $7.2 million in 1993. LIQUIDITY AND CAPITAL RESOURCES The Company's revenues are primarily derived from cash sales. Inventories are purchased on credit and are rapidly converted to cash. Therefore, the Company does not maintain significant receivables or inventories, and other working capital requirements for operations are not significant. At March 30, 1994, the Company's working capital was a $82.3 million deficit compared to a $75.4 million deficit at December 29, 1993. Included in these amounts are borrowings of $56.4 million and $58.1 million, respectively, under bank lines of credit (see next paragraph). The Company does not anticipate any adverse effects from the current working capital deficit due to significant cash flow provided by operations, which amounted to $20.6 million for the quarter ended March 30, 1994. Total capital expenditures for the first quarter of 1994 amounted to $18.0 million. During 1994, Ryan's plans to build and open 20 new restaurants and remodel approximately 40 restaurants. All remodel projects are planned to include the installation of a scatter bar format. During the quarter, Ryan's opened 6 new restaurants and closed 2 unprofitable stores. Total capital expenditures for 1994 are estimated at $63 million. Management estimates that external funding requirements for 1994 will not exceed $5 million. The Company has formal and informal bank lines of credit totaling $85 million at floating short-term rates, of which $56.4 million was utilized and classified as current debt at March 30, 1994. The Company owns all of its property and equipment and is under no significant lease obligations other than for three parcels of land which are under lease for at least 35 years. IMPACT OF INFLATION The Company's operating costs that may be affected by inflation consist principally of food, payroll and utilities costs. Food costs are expected to increase slightly during the second and third quarters of 1994 as beef prices begin their normal seasonal upward trend. Also, a significant number of the Company's restaurant employees are paid at the minimum wage and, accordingly, changes in the Federal minimum wage affect the Company's payroll costs. The Federal minimum wage last increased in April 1991. No further increases have been legislated. Future benefit costs may be affected by future legislated changes in medical insurance coverage. The Company considers its current price structure to be very competitive. This factor, among others, is considered by the Company when passing increased costs on to its customers. Annual menu price increases have consistently ranged from 1% to 3%. PART II. OTHER INFORMATION Item 1. Legal Proceedings. None reportable. Item 2. Changes in Securities. None. Item 3. Defaults Upon Senior Securities. None. Item 4. Submission of Matters to a Vote of Security Holders. (a) The Registrant's Annual Meeting of Shareholders was held on April 28, 1994. (b) All members of the Board of Directors, consisting of Mssrs. Way, MacKenzie, McCranie, Shoemaker, Edwards and Roberts were re-elected as Directors. Mr. Cockman was elected a Director for the first time. Item 5. Other Information. None. Item 6. Exhibits and Reports on Form 8-K. (a) None. (b) None. 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. RYAN'S FAMILY STEAK HOUSES, INC. (Registrant) /s/Charles D. Way May 9, 1994 Charles D. Way Chairman, President and Chief Executive 																									Officer /s/Fred T. Grant, Jr. May 9, 1994 Fred T. Grant, Jr. Vice President-Finance and Treasurer /s/Richard D. Sieradzki May 9, 1994 Richard D. Sieradzki Controller