FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended April 30, 1995 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 0-12145 MAVERICK RESTAURANT CORPORATION Exact name of registrant as specified in its charter) Kansas 48-0936946 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) Suite 200 302 North Rock Road Wichita, Kansas 67206 (Address of principal executive offices) (Zip Code) (316) 685-8281 (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 . ----- ----- As of April 30, 1995, 6,081,458 shares of common stock $.01 par value were outstanding. PART 1 - FINANCIAL INFORMATION Item 1. Financial Statements MAVERICK RESTAURANT CORPORATION BALANCE SHEETS (Unaudited) ASSETS APRIL 30, JANUARY 31, ----------- ------------ 1995 1995 ----------- ------------ Current assets: Cash and cash equivalents $ 825,371 $ 801,429 Accounts receivable - trade 45,220 30,082 Inventories 103,089 111,469 Prepaid expenses 51,178 66,899 ---------- ---------- Total current assets 1,024,858 1,009,879 ---------- ---------- Property and equipment: Land 168,800 168,800 Buildings 211,200 211,200 Leasehold improvements 919,613 881,837 Equipment and fixtures 3,067,728 3,044,027 Leased property under capital lease 1,832,176 1,832,176 ---------- ---------- 6,199,517 6,138,040 Less: accumulated depreciation and amortization 2,897,157 2,795,658 ---------- ---------- 3,302,360 3,342,382 ---------- ---------- Other assets: Cost in excess of net tangible assets of purchased business, net of amortization of $378,929 and $367,892 242,573 253,610 License fees, net of amortization of $60,636 and $58,983 84,427 86,080 Deposits 6,684 6,624 ---------- ---------- 333,684 346,314 ---------- ---------- $4,660,902 $4,698,575 ---------- ---------- ---------- ---------- LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current portion of long term debt $ 129,910 $ 128,727 Current portion of obligation under capital lease 56,580 56,637 Accounts payable 339,503 396,534 Accrued payroll 87,689 113,306 Other accrued liabilities 172,787 205,787 ---------- ---------- Total current liabilities 786,469 900,991 ---------- ---------- Long-term debt, less current portion 323,548 355,062 Obligation under capital lease, less current portion 1,506,456 1,520,544 Deferred credits 25,931 26,507 Stockholders' equity: Preferred stock, $.01 par value, authorized 10,000,000 shares, none issued - - Common stock, $.01 par value, authorized 20,000,000 shares, issued 6,141,458, outstanding 6,081,458 61,414 61,414 Additional paid-in capital 6,122,984 6,122,984 Accumulated deficit (3,895,900) (4,018,927) Treasury stock, 60,000 shares of common stock ( 270,000) ( 270,000) ----------- ----------- Total stockholders' equity 2,018,498 1,895,471 ----------- ----------- $4,660,902 $4,698,575 ----------- ----------- ----------- ----------- See notes to financial statements 2 MAVERICK RESTAURANT CORPORATION STATEMENT OF OPERATIONS (Unaudited) Three Months Ended April 30, ------------------------ 1995 1994 ---------- ----------- Net sales $2,736,676 $2,255,884 ----------- ----------- Costs and expenses: Cost of goods sold 849,915 698,991 Operating expenses 1,485,874 1,237,102 Depreciation and amortization 113,612 85,971 General and administrative 116,976 102,892 ----------- ----------- 2,566,377 2,124,956 ----------- ----------- Operating income 170,299 130,928 ----------- ----------- Other income (expense) Interest income 10,156 7,710 Interest expense (57,428) (37,313) ----------- ----------- (47,272) (29,603) ----------- ----------- Earnings before income taxes 123,027 101,325 Provision for income taxes - - ----------- ----------- Net earnings $ 123,027 $ 101,325 ----------- ----------- ----------- ----------- Net earnings per common share $ .02 $ .02 ----------- ----------- ----------- ----------- Average shares outstanding 6,081,458 6,053,333 ----------- ----------- ----------- ----------- See notes to financial statements. 3 MAVERICK RESTAURANT CORPORATION STATEMENTS OF CASH FLOW (Unaudited) Three Months Ended April 30, ------------------------- 1995 1994 ------------- ---------- Operating Activities Net earnings $ 123,027 101,325 Adjustments to reconcile net earnings to net cash provided by operations: Depreciation and amortization 113,612 85,971 Changes in assets and liabilities (Increase) decrease in accounts receivable (15,138) (15,640) (Increase) decrease in inventories 8,380 (17,385) (Increase) decrease in prepaid expenses 15,722 10,807 Increase (decrease) in accounts payable (57,031) ( 5,353) Increase (decrease) in accrued expenses (58,617) 17,364 Cost applicable to closed restaurants - (19,159) Other - net ( 60) ( 504) ----------- ----------- Net cash provided (used) by operating activities 129,895 157,426 ----------- ----------- Investing activities Purchase of property and equipment ( 61,477) (310,939) Purchase of license fees - ( 9,000) ----------- ----------- Net cash provided (used) by investing activities ( 61,477) (319,939) ----------- ----------- Financing activities Repayment of long-term borrowings and capital lease obligations ( 44,476) (52,367) ----------- ----------- Net cash provided (used) by financing activities (44,476) (52,367) ----------- ----------- Net increase (decrease) in cash and cash equivalents 23,942 (214,880) Cash and cash equivalents at beginning of period 801,429 1,506,290 ----------- ----------- Cash and cash equivalents at the end of period $ 825,371 $1,291,410 ----------- ------------ ----------- ------------ See notes to financial statements. 4 MAVERICK RESTAURANT CORPORATION Notes to Financial Statements (Unaudited) April 30, 1995 (1) BASIS OF PRESENTATION The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they 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. Operating results for the three month period ended April 30, 1995 are not necessarily indicative of the results that may be expected for the year ended January 31, 1996. For further information, refer to the financial statements and footnotes thereto included in the Company's 10- K and Annual Report to Stockholders as filed on April 24, 1995. 5 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation. RESULTS OF OPERATIONS THREE MONTHS ENDED APRIL 30, 1995 COMPARED TO THREE MONTHS ENDED APRIL 30, 1994. For the three months ended April 30, 1995, sales increased 21% to $2,736,676 as compared to sales of $2,255,884 for the first quarter of the prior year. The Company operated nine Grandy's restaurants and five Cotton Patch Cafes as of April 30, 1995 as compared to nine Grandy's restaurants and three Cotton Patch Cafes as of April 30, 1994. Same store sales from the nine Grandys restaurants, for the first quarter ended April 30, 1995, were down 2.6% as compared to the first quarter of the prior year. Cost of sales, as a percentage of total sales, was 31.1% and 31.0% for the 1995 and 1994 periods respectively. Management does not expect any significant change in cost of sales as a percentage of total sales during the third quarter. Operating expenses as a percentage of total sales was 54.3% and 54.8% for the 1995 and 1994 periods respectively. Management does not expect any significant change in operating expense as a percentage of total sales during the second quarter. Depreciation and amortization has increased from the 1994 period to 1995 as a result of operating more restaurants. Depreciation and amortization is directly related to the acquisition or disposition of fixed assets. The Company operated fourteen restaurants as of April 30, 1995 as compared to twelve as of April 30, 1994. General and administrative expense, as a percentage of total sales, was 4.3% and 4.6% for the 1995 and 1994 periods respectively. Management expects these costs to remain around 5.0% of sales the remainder of the year. Interest expense for the three months ended April 30, 1995 was $57,428 as compared to $37,313 for the three months ended April 30, 1994. Interest for 1995 represents interest expense on all debt. In addition to the interest reflected above for 1994, interest costs of $7,273 which was attributed to closed restaurant units, have been charged against the accrual for restaurants closings during the three months ended April 30, 1994. LIQUIDITY AND CAPITAL RESOURCES The Company's primary sources of funds to finance its business have been its cash flow from operations, and proceeds from the sale of the Company's common stock. At April 30, 1995, the Company had a working capital of $238,239 compared to working capital of $612,156 as of April 30, 1994. Substantially, all of the Company's revenues are derived from cash sales. The Company does not maintain significant receivables and inventories; therefore, working capital requirements for continuing operations are not significant. Additions to property and equipment represent the single largest use of funds by the Company. These expenditures are primarily made for the development of new restaurants. Capital expenditures were $61,477 for three months ended April 30, 1995, compared to $310,939 for the three months ended April 30, 1994. These capital expenditures have resulted in an increase in property and equipment and a decrease in working capital. The Company plans to continue expansion of the Cotton Patch Cafe concept into fiscal 1996. The Company intends to lease existing restaurant properties which are suitable for conversion to the Cotton Patch concept. It is expected that each conversion will require approximately $300,000 for equipment and remodel costs. The Company believes it has sufficient cash and cash flow to open three to four new restaurants. New restaurants beyond three or four would be financed with bank debt. The Company does not expect to pay dividends in the foreseeable future, but rather intends to retain all available funds for the development of the business. 6 INFLATION The Company is constantly evaluating ways to improve efficiency, productivity and operational standards to increase its return on investment. Management believes it has done an effective job of countering the effects of inflation on operating costs. The Company's food costs are closely tied to market conditions. The Company has been able to maintain its cost of sales percentages by refining cost controls, directing marketing activities to reemphasize low-cost menu items and selectively increasing menu prices. 7 PART II - OTHER INFORMATION Item 1. Legal Proceedings Not applicable. Item 2. Changes in Securities. Not applicable. Item 3. Defaults Upon Senior Securities. Not applicable. Item 4. Submission of Matters to a Vote of Security Holders. Not Applicable Item 5. Other Information. Not applicable. Item 6. Exhibits and Reports on Form 8-K (a) Not applicable. (b) No reports on Form 8-K have been filed during the quarter for which this report is filed. 8 SIGNATURES 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. MAVERICK RESTAURANT CORPORATION (Registrant) /s/ LINN F. HOHL Date MAY 17, 1995 --------------------------------- Linn F. Hohl - Vice President of Finance, Secretary and Treasurer 9