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 April 3, 1996 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 (29650) P. O. Box 100 Greer, South Carolina 29652 (Address of principal executive offices, including zip code) 864-879-1000 (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 April 3, 1996: 52,434,000 shares of common stock, $1.00 Par Value PART I. FINANCIAL INFORMATION RYAN'S FAMILY STEAK HOUSES, INC. CONSOLIDATED STATEMENTS OF EARNINGS (Unaudited) (In thousands, except per share data) Quarter Ended April 3, March 29, 1996 1995 Restaurant sales $130,849 117,266 Operating expenses: Food and beverage 52,238 47,592 Payroll and benefits 36,934 33,973 Depreciation and amortization 5,692 5,014 Other operating expenses 16,671 14,409 Total operating expenses 111,535 100,988 General and administrative expenses 6,190 5,302 Interest expense 555 431 Revenues from franchised restaurants (402) (463) Other income, net (529) (600) Earnings before income taxes 13,500 11,608 Income taxes 4,996 4,295 Net earnings $8,504 7,313 Net earnings per common and common equivalent share $ .16 .14 Weighted average shares 53,378 53,434 See accompanying notes to consolidated financial statements. RYAN'S FAMILY STEAK HOUSES, INC. CONSOLIDATED BALANCE SHEETS (In thousands) April 3, January 3, 1996 1995 ASSETS (Unaudited) Current assets: Cash and cash equivalents $ 522 1,299 Receivables 1,674 1,731 Inventories 3,970 4,045 Deferred income taxes 2,923 2,923 Other current assets 1,636 1,491 Total current assets 10,725 11,489 Property and equipment: Land and improvements 96,816 95,093 Buildings 241,793 233,674 Equipment 151,437 144,638 Construction in progress 39,146 31,311 529,192 504,716 Less accumulated depreciation 97,858 92,495 Net property and equipment 431,334 412,221 Other assets 7,109 7,119 $449,168 430,829 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Notes payable 82,900 72,200 Accounts payable 21,242 16,975 Income taxes payable 5,169 745 Accrued liabilities 23,285 23,761 Total current liabilities 132,596 113,681 Deferred income taxes 14,504 14,454 Shareholders' equity: Common stock of $1.00 par value; authorized 100,000,000 shares; issued 52,434,000 shares in 1996 and 53,462,000 shares in 1995 52,454 53,462 Additional paid-in capital - 6,751 Retained earnings 249,634 242,481 Total shareholders' equity 302,068 302,694 $449,168 430,829 See accompanying notes to consolidated financial statements. RYAN'S FAMILY STEAK HOUSES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (In thousands) Quarter Ended April 3, March 29, 1996 1995 Cash flows from operating activities: Net earnings $8,504 7,313 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 5,777 5,145 Gain on sale of property and equipment (58) (100) Decrease (increase) in: Receivables 57 26 Inventories 75 (410) Other current assets (558) (438) Other assets 9 33 Increase (decrease) in: Accounts payable 4,267 1,479 Income taxes payable 4,424 4,118 Accrued liabilities (476) (253) Deferred income taxes 50 43 Net cash provided by operating activities 22,071 16,956 Cash flows from investing activities: Proceeds from sale of property and equipment 395 319 Capital expenditures (24,813) (18,680) Net cash used in investing activities (24,418) (18,361) Cash flows from financing activities: Net borrowings of notes payable 10,700 900 Proceeds from the issuance of common stock 11 35 Purchases of common stock (9,141) - Net cash provided by financing activities 1,570 935 Net decrease in cash and cash equivalents (777) (470) Cash and cash equivalents - beginning of period 1,299 695 Cash and cash equivalents - end of period $ 522 225 See accompanying notes to consolidated financial statements. RYAN'S FAMILY STEAK HOUSES, INC. CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (In thousands) I. For the Quarter ended April 3, 1996 (Unaudited) $1 Par ValueAdditional Common Paid-In Retained Stock Capital Earnings Total Balances at January 3, 1996 $53,462 6,751 242,481 302,694 Net earnings - - 8,504 8,504 Issuance of common stock under Stock Option Plans 3 8 - 11 Purchases of common stock (1,031) (6,759) (1,351) (9,141) Balances at April 3, 1996 $52,434 - 249,634 302,068 II. For the Quarter ended March 29, 1995 (Unaudited) $1 Par ValueAdditional Common Paid-In Retained Stock Capital Earnings Total Balances at December 28, 1994 $53,434 6,599 209,322 269,355 Net earnings - - 7,313 7,313 Issuance of common stock under Stock Option Plans 6 29 - 35 Balances at March 29, 1995 $53,440 6,628 216,635 276,703 See accompanying notes to consolidated financial statements. RYAN'S FAMILY STEAK HOUSES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS April 3, 1996 (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 three months ended April 3, 1996 are not necessarily indicative of the results that may be expected for the fiscal year ending January 1, 1997. For further information, refer to the consolidated financial statements and footnotes included in the Company's annual report on Form 10-K for the fiscal year ended January 3, 1996. 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 1995 amounts in the accompanying consolidated financial statements have been reclassified to conform to the 1996 presentation. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Quarter Ended April 3, 1996 versus March 29, 1995 The Company experienced strong sales growth during the first quarter of 1996 with restaurant sales up 12% over the comparable quarter of 1995. Substantially all of the increase resulted from the 9% unit growth of company-owned restaurants, which totaled 238 at April 3, 1996 and 215 at March 29, 1995. The 1996 store count was comprised of 233 Ryan's restaurants and 5 other restaurants, representing 3 different test concepts (see "Liquidity and Capital Resources"). The 1995 store count was comprised of 213 Ryan's and 2 of the test concept restaurants. Same-store sales at the Ryan's restaurants, or average unit sales in units that have been open for at least 18 months and operating during comparable weeks during the current and prior year, increased 0.3% during the quarter compared to a 0.2% increase during the first quarter of 1995. The first quarter of 1996 represents the sixth consecutive quarter in which same-store sales have increased. Restaurant sales in 1996 were significantly impacted by severe winter weather during January that affected most Ryan's in the southeast and midwest United States. Same- store sales were down 6% during January, but rebounded strongly during February and March, increasing 4% on average during the two-month period. Management attributes the improvement principally to the Company's installation of scatter bars in its restaurants. The scatter bar format breaks the Mega Bar into five island bars for easier customer access and more food variety. During the first quarter of 1996, scatter bars were installed in 18 restaurants, thereby completing the installation of scatter bars in substantially all company-owned units. Management also attributes a portion of the sales improvement to the customer service improvement programs implemented throughout 1995 (see the Company's annual report on Form 10-K for the fiscal year ended January 3, 1996 under "Management's Discussion and Analysis of Financial Condition and Results of Operations: Results of Operations - 1995 Compared to 1994") and increased media advertising (see second succeeding paragraph). 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 85.2% during the first quarter of 1996 compared to 86.1% in 1995. In 1996, food and beverage costs decreased from 40.6% in 1995 to 39.9% in 1996 due to lower beef and produce prices and better store-level operating procedures. Payroll and benefits decreased to 28.2% of sales compared to 29.0% in 1995 due to higher average unit sales volumes, better labor scheduling procedures and lower workers' compensation costs. All other operating costs, including depreciation and amortization of pre-opening costs, increased to 17.1% of sales in 1996 compared to 16.6% in 1995 due principally to higher utility and paper costs. Based on these factors, the Company's gross operating margins at the restaurant level were 14.8% and 13.9% for the first quarters of 1996 and 1995, respectively. General and administrative expenses increased to 4.7% of sales in 1996 compared to 4.5% in 1995 due principally to increased media advertising costs, which amounted to 0.3% of sales in 1996 compared to an insignificant amount in 1995. The Company has significantly expanded its media advertising program in 1996 with plans to run campaigns in 10 markets during selected periods in 1996 compared to 2 markets during 1995. Total media advertising costs are expected to amount to 0.3% of sales in 1996 versus 0.1% in 1995. Interest expense increased by $124,000, amounting to 0.4% of sales in both 1996 and 1995, due principally to increased outstanding debt, which increased from $72.2 million at January 3, 1996 to $82.9 million at April 3, 1996. This increase in debt resulted principally from a common stock repurchase program implemented in March 1996 (see "Liquidity And Capital Resources"). The Company's effective average interest rate decreased to 5.9% in 1996 compared to 6.4% in 1995. Franchise revenues for the first quarter of 1996 decreased by 13%, amounting to $402,000, or 0.3% of sales, compared to $463,000 (0.4% of sales) in 1995, due principally to a lesser number of franchised restaurants. At April 3, 1996, there were 26 franchised Ryan's compared to 30 at March 29, 1995. An effective income tax rate of 37.0% was used for the first quarters of both 1996 and 1995. Net earnings for the first quarter of 1996 increased 16% to $8.5 million compared to $7.3 million in 1995. 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 April 3, 1996, the Company's working capital was a $121.9 million deficit compared to a $102.2 million deficit at January 3, 1996. Included in these amounts are borrowings of $82.9 million and $72.2 million, respectively, under bank lines of credit (see [fifth] succeeding 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 $22.1 million for the three months ended April 3, 1996 and $61.8 million for the year ended January 3, 1996. Total capital expenditures for the first three months of 1996 amounted to $24.8 million. The Company opened 7 new Ryan's restaurants during the first three months of 1996 and, for the remainder of 1996, plans to open 23 additional Ryan's for a total of 30 new restaurants (all Ryan's). During 1995, the Company opened 24 restaurants (21 Ryan's and 3 test concepts).. Total capital expenditures for 1996 are estimated at approximately $75 million. expansion will occur in states within or contiguous to the Company's current 21-state operating area The Company currently does not plan any international expansion of Company-owned stores. The Company is also actively testing several casual-dining concepts. As noted earlier, the restaurant count at April 3, 1996 includes 5 such units, representing 3 different concepts. Three of these restaurants were converted from existing Ryan's, while the other 2 units were new construction. Further expansion of these concepts will be limited pending review of their operating results. The Company is currently concentrating its efforts on Company-owned stores and is not actively pursuing any additional franchised locations, either domestically or internationally. On March 13, 1996, management announced its intention to repurchase an aggregate 6.4 million shares of the Company's common stock through December 1998. Through April 3, 1996, the Company had repurchased approximately 1.0 million shares at an aggregate cost of approximately $9.1 million. As part of the multi-year plan, management expects that 1996 aggregate repurchase transactions will amount to approximately $25 million. Repurchases have and will be made from time to time on the open market or in privately negotiated transactions in accordance with applicable securities regulations, depending on market conditions, share price and other factors. Management estimates that external funding requirements in 1996 will range from $40 million to $44 million. The remainder of the Company's funding requirements are expected to be met by internally generated cash from operations. The Company currently has several uncommitted bank lines totaling $140 million at various short-term rates of which $82.9 million was utilized at April 3, 1996. Management intends to refinance this outstanding short-term debt and to finance a portion of its 1996 needs with long-term bank debt and is currently finalizing such arrangements with a bank group. The closing date of this financing transaction is expected to occur during early-June 1996. Management believes that the Company's anticipated overall borrowing arrangements, which are expected to include uncommitted bank lines in addition to the long-term bank debt at both fixed and floating interest rates, will be sufficient to meet its 1996 requirements. IMPACT OF INFLATION The Company's operating costs that may be affected by inflation consist principally of food, payroll and utility costs. 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. Other changes to the minimum wage may also be legislated at the state level. 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. None reportable. 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) May 17, 1996 /s/Charles D. Way Charles D. Way Chairman, President and Chief Executive Officer May 17, 1996 /s/Fred T. Grant, Jr. Fred T. Grant, Jr. Vice President-Finance and Treasurer May 17, 1996 /s/Richard D. Sieradzki Richard D. Sieradzki Controller