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 29, 1995 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 29, 1995: 53,440,000 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 29, March 30, 1995 1994 Restaurant sales $117,266,000 106,892,000 Operating expenses: Food and beverage 47,592,000 43,142,000 Payroll and benefits 33,973,000 29,983,000 Depreciation 4,515,000 4,168,000 Amortization of pre-opening costs 499,000 660,000 Other operating expenses 14,409,000 12,854,000 Total operating expenses 100,988,000 90,807,000 General and administrative expenses 5,302,000 4,837,000 Interest expense 431,000 102,000 Revenues from franchised restaurants (463,000) (73,000) Other income (600,000) (319,000) Earnings before income taxes 11,608,000 11,538,000 Income taxes 4,295,000 4,269,000 Net earnings $7,313,000 7,269,000 Net earnings per common and common equivalent share $ .14 .14 Weighted average shares 53,440,000 53,415,000 See accompanying notes to consolidated financial statements. RYAN'S FAMILY STEAK HOUSES, INC. CONSOLIDATED BALANCE SHEETS March 29, December 28, 1995 1994 ASSETS (Unaudited) Current assets: Cash and cash equivalents $ 225,000 695,000 Receivables 1,639,000 1,665,000 Inventories 3,253,000 2,843,000 Deferred income taxes 2,563,000 2,563,000 Other current assets 1,166,000 1,227,000 Total current assets 8,846,000 8,993,000 Property and equipment: Land and improvements 87,256,000 86,154,000 Buildings 206,303,000 200,997,000 Equipment 140,549,000 137,968,000 Construction in progress 37,315,000 27,845,000 471,423,000 452,964,000 Less accumulated depreciation 92,629,000 87,988,000 Net property and equipment 378,794,000 364,976,000 Other assets 5,751,000 5,787,000 $393,391,000 379,756,000 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Notes payable 66,600,000 65,700,000 Accounts payable 14,094,000 12,615,000 Income taxes payable 4,556,000 438,000 Accrued liabilities 20,921,000 21,174,000 Total current liabilities 106,171,000 99,927,000 Deferred income taxes 10,517,000 10,474,000 Shareholders' equity: Common stock of $1.00 par value; authorized 100,000,000 shares; issued 53,440,000 shares in 1995 and 53,434,000 shares in 1994 53,440,000 53,434,000 Additional paid-in capital 6,628,000 6,599,000 Retained earnings 216,635,000 209,322,000 Total shareholders' equity 276,703,000 269,355,000 $393,391,000 379,756,000 See accompanying notes to consolidated financial statements. RYAN'S FAMILY STEAK HOUSES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Quarter Ended March 29, March 30, 1995 1994 Cash flows from operating activities: Net earnings $ 7,313,000 7,269,000 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 5,145,000 5,041,000 Gain on sale of property and equipment (100,000) - Decrease (increase) in: Receivables 26,000 55,000 Inventories (410,000) (215,000) Other current assets (438,000) (640,000) Other assets 33,000 (676,000) Increase (decrease) in: Accounts payable 1,479,000 2,264,000 Income taxes 4,118,000 2,693,000 Accrued liabilities (253,000) 4,721,000 Deferred income taxes 43,000 43,000 Net cash provided by operating activities 16,956,000 20,555,000 Cash flows from investing activities: Proceeds from sale of property and equipment 319,000 - Capital expenditures (18,680,000) (17,991,000) Net cash used in investing activities (18,361,000) (17,991,000) Cash flows from financing activities: Net borrowings (repayment) of notes payable 900,000 (1,700,000) Proceeds from the issuance of common stock 35,000 25,000 Net cash provided (used) by financing activities 935,000 (1,675,000) Net increase (decrease) in cash and cash equivalents (470,000) 889,000 Cash and cash equivalents - beginning of period 695,000 1,946,000 Cash and cash equivalents - end of period $ 225,000 2,835,000 See accompanying notes to consolidated financial statements. RYAN'S FAMILY STEAK HOUSES, INC. CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY I. For the Quarter ended March 29, 1995 (Unaudited) Additional Common Paid-In Retained Stock Capital Earnings Total Balances at December 28, 1994 $53,434,000 6,599,000 209,322,000 269,355,000 Net earnings - - 7,313,000 7,313,000 Issuance of common stock under Stock Option Plans 6,000 29,000 - 35,000 Balances at March 29, 1995 $53,440,000 6,628,000 216,635,000 276,703,000 II. 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 See accompanying notes to consolidated financial statements. RYAN'S FAMILY STEAK HOUSES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS March 29, 1995 (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 29, 1995 are not necessarily indicative of the results that may be expected for the fiscal year ending January 3, 1996. 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 28, 1994. 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 1994 amounts in the accompanying consolidated financial statements have been reclassified to conform to the 1995 presentation. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Quarter Ended March 29, 1995 versus March 30, 1994 The Company experienced strong sales growth during the first quarter of 1995 with restaurant sales up 10% over the comparable quarter of 1994. Substantially all of the increase resulted from the 9% unit growth of Company-owned restaurants, which totaled 215 at March 29, 1995 and 198 at March 30, 1994. The 1995 store count was comprised of 213 Ryan's restaurants and 2 other restaurants, each representing a different test concept (see "Liquidity and Capital Resources"). The 1994 store count was comprised entirely of Ryan's restaurants. Same-store sales, or average unit sales in restaurants that have been open for at least 18 months and operating during comparable weeks during the current and prior year, increased 0.2% during the quarter compared to a 0.0% change during the first quarter of 1994. Sales results for 1995 were favorably affected by the rollout of scatter bars into its Ryan's restaurants. This format breaks the Mega Bar into five island bars for easier customer access and more food variety. At March 29, 1995, scatter bars had been installed in 136 Ryan's, or 64% of all company-owned units. Included in these installations were 99 retrofits, of which 74 were completed after the first half of 1994. All new restaurants since late-1993 have opened with scatter bars. Management anticipates that most Ryan's will have scatter bars by the end of 1995. 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 86.1% during the first quarter of 1995 compared to 85.0% in 1994. In 1995, payroll and benefits increased to 29.0% of sales compared to 28.0% in 1994 due to new customer service programs involving both increased restaurant staffing and various training programs. Food costs increased slightly to 40.6% of sales compared to 40.4% in 1994 due to higher produce costs occurring late in the quarter as a result of flooding in California. All other operating costs, including depreciation and amortization of pre-opening costs, decreased slightly to 16.5% of sales in 1995 compared to 16.6% in 1994. Based on these factors, the Company's gross operating margins at the restaurant level were 13.9% and 15.0% for the first quarters of 1995 and 1994, respectively. General and administrative expenses remained steady at 4.5% of sales during both 1995 and 1994. Interest expense increased by $329,000 to 0.4% of sales, resulting principally from less capitalized interest, which reflects 1995's lower level of construction activity in relation to the Company's outstanding debt. Also, the Company's effective average interest rate increased to 6.4% in 1995 compared to 3.6% in 1994. Franchise revenues for the first quarter of 1995 increased significantly, amounting to $463,000, or 0.4% of sales, compared to $73,000 (0.1% of sales) in 1994, due principally to restored royalty fee payments from the Company's largest franchisee. Prior to the third quarter of 1994, this franchisee had not paid any royalty fees since August 1993, and, accordingly, royalty fees earned during the first quarter of 1994 were not recognized as revenue at March 30, 1994. In July 1994, an agreement with the franchisee regarding both future and past-due royalty fees was reached. The details of this agreement are noted in the Company's annual report on Form 10-K for the fiscal year ended December 28, 1994 under "Management's Discussion and Analysis of Financial Condition and Results of Operations: Results of Operations - 1994 Compared to 1993." All required payments subsequent to the agreement have been made in a timely manner, and, accordingly, the revenue recognition, albeit on a cash basis, has been restored. At March 29, 1995, there were 30 franchised Ryan's compared to 33 at March 30, 1994. An effective income tax rate of 37.0% was used for the first quarters of both 1995 and 1994. Net earnings for the first quarter of 1995 amounted to $7.31 million compared to $7.27 million in 1994. LIQUIDITY AND CAPITAL RESOURCES The Company's restaurant sales are primarily derived from cash. 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 29, 1995, the Company's working capital was a $97.3 million deficit compared to a $90.9 million deficit at December 28, 1994. Included in these amounts are borrowings of $66.6 million and $65.7 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 $17.0 million for the quarter ended March 29, 1995 and $54.7 million for the year ended December 28, 1994. The Company is also actively progressing with several casual-dining concepts. As noted earlier, the 1995 restaurant count at March 29, 1995 includes 2 such units, each representing a different concept. One of these restaurants was converted from an existing Ryan's, while the other was new construction. Both restaurants are currently serving as test units, and further expansion of these concepts will be limited pending review of their operating results. The Company plans to test another concept, which will open during the second quarter of 1995. Total capital expenditures for the first quarter of 1995 amounted to $18.7 million. During the quarter, Ryan's opened 6 new restaurants and closed 3 underperforming stores. For 1995, Ryan's plans to open 24 restaurants, remodel another 20 restaurants and install scatter bars in approximately 75 to 100 restaurants. Total capital expenditures for 1995 are estimated at approximately $70 million. Management estimates that external funding requirements in 1995 will range from $10 million to $15 million. The Company has formal and informal bank lines of credit totaling $95 million at floating short-term rates, of which $66.6 million was utilized and classified as current debt at March 29, 1995. 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 utility costs. Produce costs are expected to be higher than normal during the second quarter due to lower supplies resulting from recent floods in California. Beef costs are also expected to increase slightly during the second and third quarters in response to normal seasonal trends. Additionally, a significant number of the Company's restaurant employees are paid at the minimum wage and, accordingly, legislated changes to the minimum wage will affect the Company's payroll costs. The Federal minimum wage last increased in April 1991, and while no additional increases have been legislated, the topic continues to be actively debated within the Federal government. Finally, 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 27, 1995. (b) All members of the Board of Directors, consisting of Messrs. Way, Cockman, Edwards, MacKenzie, McCranie, Roberts and Shoemaker were re-elected as Directors. Item 5. Other Information. None. Item 6. Exhibits and Reports on Form 8-K. (a) None. (b) On February 9, 1995, the Company filed a report on Form 8-K regarding the adoption of a Shareholder Rights Agreement. 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 10, 1995 Charles D. Way Chairman, President and Chief Executive Officer /s/Fred T. Grant, Jr. May 10, 1995 Fred T. Grant, Jr. Vice President-Finance and Treasurer /s/Richard D. Sieradzki May 10, 1995 Richard D. Sieradzki Controller