FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For Fiscal Year Ended January 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File No. 0-12145
AMARILLO MESQUITE GRILL, INC.
(formerly Maverick Restaurant Corporation)
(Exact name of Registrant as specified in its charter)
Kansas 48-0936946
(State of Incorporation) (IRS Employer Identification No.)
302 North Rock Road, Suite 200
Wichita, Kansas 67206
(Principal executive offices, including zip code)
Registrant's telephone number including area code: (316) 685-7286
Securities Registered Pursuant to Section 12(b) of the Act: None
Securities Registered Pursuant to Section 12(g) of the Act:
Common Stock $0.01 Par Value
Indicate by check mark whether the Registrant (i) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding twelve (12) months (or such shorter period that
the Registrant was required to file such reports), and (ii) has been subject
to such filing requirements for the past ninety (90) days.
Yes X No ___
Insert by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [X]
As of April 1, 1999, 7,783,895 common shares (not including 60,000 shares held
as treasury stock) were outstanding, and the aggregate market value of the
common shares (based upon the closing price of these shares ($1.625) as of
such date on the OTC Bulletin Board) of Amarillo Mesquite Grill, Inc. held by
non-affiliates was approximately $5,291,681 (For purposes of this valuation
"affiliates" are the officers, directors and 5% shareholders of the Company.)
DOCUMENTS INCORPORATED BY REFERENCE:
Proxy Statement for the fiscal year ended January 31, 1999
(Items 10, 11, 12 and 13 of PART III)
AMARILLO MESQUITE GRILL, INC.
Annual Report on Form 10-K
For the Fiscal Year Ended January 31, 1999
PART I. PAGE
Item 1. Business 1
Item 2. Properties 5
Item 3. Legal Proceedings 6
Item 4. Submission of Matters to a Vote of Security Holders 6
PART II.
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters 7
Item 6. Selected Financial Data 8
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 13
Item 8. Financial Statements and Supplementary Data 13
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 13
PART III.
Item 10. Directors and Executive Officers of the Registrant 14
Item 11. Executive Compensation 14
Item 12. Security Ownership of Certain Beneficial Owners and
Management 14
Item 13. Certain Relationships and Related Transactions 14
PART IV.
Item 14. Exhibits, Financial Statement Schedules and Reports
on Form 8-K 15
Signatures 17
Financial Statements F-1
PART I
Item 1. BUSINESS
A) General Development of Business.
Amarillo Mesquite Grill, Inc. (the "Company) operates twelve
Amarillo Mesquite Grill restaurants in Kansas, Oklahoma, Missouri
and Arkansas. Amarillo Mesquite Grill restaurants offer a casual
dining environment serving prime rib, steaks, chicken and seafood
grilled over mesquite wood. The Company intends to focus its
business activities on the development of additional Amarillo
Mesquite Grill restaurants.
On June 17, 1996, the Company acquired the assets of the Amarillo
Mesquite Grill restaurant chain from Homestead West, Inc. and
Amagril, Inc. for 1,000,000 shares of the Company's restricted
common stock and cash in the amount of $1,500,000. The Amarillo
Mesquite Grill restaurant chain consisted of four restaurants at the
date of purchase: two located in Wichita, Kansas, one located in
Hutchinson, Kansas and one located in Overland Park, Kansas. Since
the date of this acquisition, the Company has converted six of its
Cotton Patch Cafe restaurants to Amarillo Mesquite Grill
restaurants, converted two other buildings to Amarillo Mesquite
Grill restaurants, constructed a prototype Amarillo Mesquite Grill
restaurant and closed one location upon termination of the lease
term.
During fiscal 1999, the Company opened new restaurants in Manhattan,
Kansas and Bartlesville, Oklahoma. It also closed its restaurant
located in Overland Park, Kansas.
B) Financial Information About Industry Segments.
Not Applicable
C) Narrative Description of Business.
i) Principal Products and Services.
Amarillo Mesquite Grill. Amarillo Mesquite Grill restaurants
are open for lunch and dinner. Amarillo Mesquite Grill is a
moderately priced casual dining restaurant that specializes in
aged prime rib and steaks, along with barbecued ribs, chicken
and seafood, all uniquely grilled over an open flame of
mesquite wood. Appetizers and desserts, as well as a
children's menu with lower-priced selections, are also
available.
The Amarillo Mesquite Grill concept, founded in 1982, is
designed to appeal to a broad spectrum of casual dining
customers who are seeking a consistent and high-quality dining
experience attentively served in a distinctive, relaxed
atmosphere for a moderate price. Amarillo Mesquite Grill
provides a casual and comfortable environment and well-
trained, enthusiastic service to its customers.
The Company believes that the Amarillo Mesquite Grill
restaurant concept and menu are designed to attract loyal
clientele who return with a high degree of frequency at both
lunch and dinner. The decor of the Company's restaurants
features a variety of western and country artifacts, giving it
a relaxed friendly feel. Amarillo Mesquite Grill is further
distinguished by requiring from its meat purveyors high-
quality, USDA choice or better graded steaks, many of which
are hand-cut fresh daily on site. High-quality ingredients
are used for all menu items. All meals are served in generous
portions by a well-trained friendly staff.
The Amarillo Mesquite Grill restaurant is a free-standing
building. The Company owns the furniture, fixtures and
equipment used in its restaurants. Each restaurant serves
alcoholic beverages and features a bar area located adjacent
to the dining room primarily to accommodate customers waiting
for tables.
The average cost of a meal at the Company's Amarillo Mesquite
Grill restaurant is approximately $7.00 for lunch and $13.00
for dinner. Alcoholic beverage service accounts for
approximately 9% of the Company's net sales at each
restaurant. The Company's restaurants are open seven days a
week.
The following table sets forth the location and opening or
acquisition date of the Company's Amarillo Mesquite Grill
restaurants currently in operation:
DATE OPENED
LOCATION OR PURCHASED
Wichita, Kansas #1 June 17, 1996
Wichita, Kansas #2 June 17, 1996
Hutchinson, Kansas June 17, 1996
Ponca City, Oklahoma December 9, 1996
Rogers, Arkansas February 17, 1997
Salina, Kansas April 21, 1997
Springfield, Missouri June 23, 1997
Enid, Oklahoma August 1, 1997
Muskogee, Oklahoma November 12, 1997
Wichita, Kansas #3 January 14, 1998
Manhattan, Kansas February 2, 1998
Bartlesville, Oklahoma July 27, 1998
The Company seeks to locate its restaurants in smaller cities
and suburban areas where they fill a significant market niche.
Amarillo Mesquite Grill restaurants are distinguished from
other family-oriented steakhouses in these smaller markets
(many of which are cafeteria-style) by their full table
service and attentive wait staff, full bar service,
entertaining atmosphere, distinctive decor and consistently
high-quality food. The Company distinguishes its restaurants
from other full-service restaurants through their family
orientation which is accomplished by offering lower priced
food (such as hamburgers and sandwiches) at dinner, placing
less emphasis on alcohol sales as compared to most competitors
and offering features designed to appeal to children.
Cotton Patch Cafe. During fiscal 1999, the Company owned and
operated one Cotton Patch Cafe restaurant in McAlester,
Oklahoma pursuant to a franchise agreement with Cotton Patch
Cafe, Inc. The menu of the Cotton Patch Cafe featured a
southern home-style menu with entrees including pork chops,
chicken and beef, along with vegetables, rolls and beverages.
On February 15, 1999, the Company closed its Cotton Patch
Cafe restaurant. The Company is evaluating whether to lease
this property to an unrelated third party or convert it to an
Amarillo Mesquite Grill restaurant.
ii) Developing Products and Industry Segments.
Not Applicable
iii) Sources and Availability of Raw Materials.
The Company's food costs are closely tied to market
conditions. The Company attempts to maintain its cost of
sales percentages by refining cost controls, directing
marketing activities to re-emphasize low-cost menu items, and
selectively increasing menu prices. The Company monitors the
cost of ingredients and attempts to adjust prices wherever
possible to maintain desired margins. During fiscal 1999, the
Company phased in a new menu which allowed it to decrease its
costs of sales.
iv) Trademarks.
The Company acquired two service marks registered with the
United States Patent and Trademark Office for the words
"Amarillo Grill." Both of these registrations expire in
January 2005, however, they are subject to renewal. The
Company has also filed with the United States Patent and
Trademark Office an application for the words "Amarillo
Mesquite Grill" which has recently been approved for
registration by the trademark office. The Company considers
all of these service marks to contribute significantly to its
operations.
v) Seasonality.
The Company experiences increased sales during holiday periods
in its restaurants.
vi) Practices Relating to Working Capital.
See "Management's Discussion and Analysis of Financial
Condition and Results of Operations."
vii) Dependence upon a Single Customer.
Not Applicable
viii) Backlog Orders.
Not Applicable
ix) Business Subject to Renegotiation at Election of Government.
Not Applicable
x) Competition.
The Company competes with mid-priced, full service restaurants
primarily on the basis of quality of food and service,
ambiance, location and price-value relationship. The Company
also competes with a number of other restaurants within its
markets, including both locally owned restaurants and regional
or national chains. The Company believes that its mesquite
grill concept, attractive price-value relationship and quality
of food and service enable it to differentiate itself from its
competitors. While the Company believes that its mesquite
grill restaurants are distinctive in design and operating
concept, it is aware of restaurants that operate with similar
concepts. Many of the Company's competitors are well-
established in the mid-priced dining segment and have
substantially greater financial, marketing and other resources
than the Company. The Company believes that its ability to
compete effectively will continue to depend upon its ability
to offer high quality, moderately priced food in a full
service, distinctive dining environment.
xi) Research and Development.
Not Applicable
xii) Compliance with Environmental Regulation.
Not Applicable
xiii) Employees.
As of April 1, 1999, the Company employed approximately 635
persons, including 10 administrative, 60 managerial, 250 full-
time and 315 part-time restaurant employees.
D) Financial Information About Foreign and Domestic Operations and Export
Sales.
Not Applicable
Item 2. PROPERTIES
The Company's principal executive office is located at 302 North Rock Road,
Suite 200, Wichita, Kansas 67206. This office space is leased from an
unrelated third party.
The land and buildings for the Company's thirteen restaurants are leased
pursuant to long-term leases with unrelated third parties. The initial lease
terms are for a period of three to twenty years with provisions for two
additional five year extensions. The Company pays minimum annual rentals for
the land and building of each restaurant in amounts ranging from approximately
$33,000 to $129,128. In some cases, the rental rates escalate in accordance
with sales volume in excess of specified amounts. Each lease obligates the
Company to pay the real estate taxes and utilities applicable to the particular
location, to maintain casualty and liability insurance, and to keep the
property in general repair.
The Company currently operates twelve Amarillo Mesquite Grill restaurants which
encompass approximately 4,000 to 6,000 square feet. These restaurants seat
approximately 140 to 280 persons and have on-site parking for an average of 70
cars. Typical capital costs for a restaurant facility are approximately
$600,000 for land, $600,000 for the building and $300,000 for equipment and
furnishings. The Company has historically leased the land and buildings used
pursuant to long-term lease arrangements.
Item 3. LEGAL PROCEEDINGS
Not Applicable
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year covered by this Report.
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK
PART II
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
A) Market Information.
Stock quotations for the Company's stock are currently available on
the OTC Bulletin Board under the symbol "MESQ". The following
tabulation sets forth the high and low closing bid quotations for
the calendar quarters shown as reported by the OTC Bulletin Board.
The prices quoted represent prices between dealers in securities
without adjustment for mark-ups, mark-downs, or commissions and do
not necessarily reflect actual transactions.
Bid Price
Quarter Ended High Low
April 27, 1997 4 3/4 2 1/2
July 27, 1997 4 1/2 3 1/4
October 26, 1997 4 3/8 2 1/2
January 25, 1998 3 1/2 2 1/4
Bid Price
Quarter Ended High Low
April 26, 1998 4 1/8 2
July 26, 1998 5 3/8 2 7/8
October 25, 1998 4 3/8 2 1/2
January 31, 1999 2 1/4 15/16
B) Holders of Company's Common Stock.
The number of holders of record of the Company's common stock as of
January 31, 1999, was 455, as determined by an examination of the
Company's transfer book. However, because a number of shares of
stock are held in "street name," the actual number could not be
determined more precisely.
C) Dividends.
The Company has not paid dividends to its stockholders since its
inception. For the foreseeable future, it is anticipated that any
earnings which may be generated from operations of the Company will
be used to finance the growth of the Company, and that dividends
will not be paid to stockholders.
Item 6. SELECTED FINANCIAL DATA
Years Ended (1) January 31, January 25, January 26, January 28, January 31,
1999 1998 1997 1996 1995
Operating Data:
Net sales $20,509,882 $16,022,471 $14,185,898 $10,668,573 $9,106,111
Net loss $ (490,039) $(1,270,293) $(1,586,275) $ (175,341) $ (14,300)
Net loss per share $ (.06) (.18) (.24) (.03) --
Balance Sheet Data:
Current assets $ 516,789 965,335 700,560 420,691 1,009,879
Property and
equipment 7,466,707 7,442,598 4,601,807 4,041,077 3,342,382
Other assets 798,014 873,408 1,155,327 310,012 346,314
Total assets $ 8,781,510 $ 9,281,341 $ 6,457,694 $ 4,771,780 $4,698,575
Current liabilities$ 3,456,306 $ 3,198,960 $ 2,931,011 $ 1,228,909 $ 900,991
Long-term debt,
less current
portion 5,164,077 5,618,279 1,506,421 332,475 355,062
Obligations under
capital leases,
less current
portion 1,006,142 1,046,525 1,500,618 1,457,062 1,520,544
Advances from
affiliates 81,587 -- -- -- --
Deferred credits -- -- 6,789 24,204 26,507
Stockholders'
equity (deficit) (926,602) (582,423) 512,855 1,729,130 1,895,471
Total liabilities
and stockholders'
equity (deficit) $ 8,781,510 $ 9,281,341 $ 6,457,694 $ 4,771,780 $4,698,575
(1) Prior to fiscal year 1996, the Company operated on a fifty-two week period
ending on January 31. Beginning in fiscal year 1996, the Company changed
to a fifty-two or fifty-three week period ending on the last Sunday in
January.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
General
During fiscal 1997, the Company took some major steps toward reorganizing which
will change the direction of the Company in the future. Effective June 17,
1996, the Company purchased four Amarillo Grill restaurants. The purchase
price was $1,500,000 cash and 1,000,000 shares of the Company's common stock
valued at $.30 per share. Amarillo Grill is a casual dining restaurant concept
that specializes in aged prime rib and steaks along with chicken and seafood
all uniquely grilled over an open flame of mesquite wood. The Company plans
to expand the Amarillo concept.
In preparation for this expansion, the Company closed three Cotton Patch Cafes,
one of which was sold, one converted to an Amarillo Grill and one being
converted to an Amarillo Grill as of January 26, 1997. The Company also
decided during fiscal 1997 to discontinue operations of two Grandy's
restaurants in fiscal 1998. The provision for restaurant closing, dispositions
and conversions in the amount of $518,321 related principally to the write off
of restaurant assets and related intangible assets. During fiscal 1998, three
additional Cotton Patch Cafes were converted to Amarillo Mesquite Grills
leaving the Company with only two Cotton Patch Cafes as of year end
January 25, 1998.
The Company has also determined that it is in its best interest to focus its
efforts and financial resources on the Amarillo Grill concept. Therefore,
effective March 24, 1997, the Company sold to Red Apple Corporation all of the
assets of the eight Grandy's restaurants owned and operated by the Company.
Red Apple Corporation is owned by five individuals, three of which are officers
and directors of the Company. The consideration received for these assets
consisted of $435,000 in cash. Red Apple Corporation also assumed the lease
obligations associated with these restaurants. The Company recognized a gain
of $249,536 on this disposition. Management believes the sales price which was
computed as three time the prior year's store level earnings before overhead
or administrative expenses, plus inventories and cash on hand, represents fair
value for the assets sold.
Effective May 27, 1997, the Company changed its corporate name to Amarillo
Mesquite Grill, Inc. Management believes this name change more accurately
reflects the direction the Company is headed.
On September 11, 1997, the Company and four of its stockholders formed
AMG, Inc., a Kansas corporation, to develop and own three Amarillo Mesquite
Grill restaurants. AMG, Inc. was owned 48% by the Company and 52% by four
stockholders as of January 23, 1998. The accounts and operations of AMG, Inc.
have been consolidated with the Company as entities under common control for
the year ended January 25, 1998. The Company included the amount of
AMG, Inc.'s loss otherwise attributable to the stockholders who own the 52%
interest in AMG, Inc., of $166,652, in the consolidated financial statements
as of January 25, 1998 because such loss exceeded the capital investment made
by these stockholders and they were under no obligation to provide additional
capital to AMG, Inc.
Effective February 23, 1998, the Company purchased the remaining shares of AMG,
Inc. by issuing 450,000 shares of the Company's common stock in a transaction
accounted for as a purchase. The interest in AMG, Inc. acquired by the Company
had no book value after consideration of the losses absorbed by the Company in
fiscal 1998. Accordingly, this book value purchase will result in no
additional assets or liabilities being established, and consolidated
stockholders' equity will reflect the issuance of the shares of common stock
at par value, with an offsetting reduction to additional paid-in capital.
Effective September 21, 1998, AMG, Inc. was merged into the Company and the
separate existence of AMG, Inc. ceased.
Results of Operations
For the year ended January 31, 1999, sales were $20,509,882 as compared to
$16,022,471 and $14,185,898 for fiscal 1998 and 1997 respectively. All of the
sales increase can be attributed to the addition of Amarillo Mesquite Grill
restaurants. The following schedule represents a summary of the restaurants
operated by the Company during the three year period ending January 31, 1999.
Amarillo
Cotton Mesquite
Grandy's Patch Cafe Grill Total
January 28, 1996 8 7 - 15
Opened 1 1
Purchased 4 4
Converted (1) 1
Closed (2) (2)
January 26, 1997 8 5 5 18
Sold (8) (8)
Converted (3) 3 -
Opened 3 3
January 25, 1998 2 11 13
Opened 1 1
Closed (1) (1)
Converted (1) 1 -
January 31, 1999 - 1 12 13
Subsequent to year-end, the Company closed the one remaining Cotton Patch Cafe
which will be converted to an Amarillo Mesquite Grill restaurant.
Cost of sales, as a percentage of total sales, was 37.2%, 37.7% and 33.3% for
fiscal 1999, 1998 and 1997, respectively. The increase in cost of sales, as a
percentage of total sales, from fiscal 1997 to fiscal 1998 is the result of a
change in direction by the Company from fast food restaurants to an upscale,
full service restaurant concept, Amarillo Mesquite Grill, which has a higher
cost of sales.
Operating expenses include all direct and indirect labor costs incurred at the
store level and all other store level operating costs, the major component of
which are operating supplies, rent, repairs and maintenance, advertising,
utilities and other occupancy costs. Operating expenses, as a percentage of
total sales, were 49.1%, 53.4% and 59.4% for fiscal 1999, 1998 and 1997,
respectively. The decrease in operating expenses, as a percentage of total
sales, is the result of operating more Amarillo Mesquite Grills which have
higher sales volumes and lower operating costs, than the Grandy's and the
Cotton Patch Cafes which have been disposed of or converted.
General and administrative expenses include area management personnel and
recruiting and training expenses relating to the development of management
personnel for future restaurants as well as home office costs for
administration, accounting, support personnel, rent and other costs of
maintaining a home office. General and administrative expenses, as a percentage
of total sales, were 7.5%, 10.5% and 7.6% for fiscal 1999, 1998 and 1997,
respectively. The increase in general and administrative expenses from fiscal
1997 to fiscal 1998 can be attributed to area management positions and
recruiting and training costs being in existence for all of fiscal 1998.
During fiscal 1998, these costs were approximately $858,000 as compared to
approximately $285,000 for fiscal 1997.
Depreciation and amortization are directly related to the acquisition or
disposition of fixed assets. The increase in depreciation and amortization
from fiscal 1998 to fiscal 1999 is the result of operating more restaurants.
Even though the number of restaurants operated by the Company decreased from
fiscal 1997 to fiscal 1999, the investment was greater and therefore
depreciation and amortization increased.
Interest expense for fiscal 1999, 1998 and 1997 was $689,535, $511,531 and
$306,245, respectively. The increase in the dollar amount of interest expense
from fiscal 1997 to fiscal 1999 is the result of an increase in short and long-
term debt relating to new store development and the acquisition of four
Amarillo Grills.
The Company incurred noncash expenses of $97,840 in fiscal 1999 and 1998 and
$61,000 in 1997, respectively related to the issuance of stock options pursuant
to debt guarantees as disclosed in note 5 to the financial statements.
As of January 31, 1999, the Company has net operating loss carryforwards for
income tax purposes of approximately $7,171,000 which, if not used, will expire
$554,000 in fiscal 2001, $984,000 in fiscal 2002, $1,193,000 in fiscal 2003,
$434,000 in fiscal 2004, $134,000 in fiscal 2005, $6,000 in fiscal 2006,
$180,000 in fiscal 2008, $45,000 in fiscal 2009, $114,000 in fiscal 2011,
$1,524,000 in fiscal 2012, and $1,385,000 in fiscal 2013 and $618,000 in fiscal
2014.
The Company's loss for the current year ended January 31, 1999, can in part be
attributed to preopening costs and first month loss of $139,530 relating to the
opening of two new restaurants during the year and to an operating loss of
$185,047 relating to one restaurant which was closed during the year and the
last Cotton Patch Cafe which was closed subsequent to year-end.
Liquidity and Capital Resources
The Company's primary sources of funds to finance its business have been its
cash flow from operations and, principally during the past three years,
proceeds from long-term debt. On January 31, 1999 and January 25, 1998, the
Company had an excess of current liabilities over current assets of $2,939,517
and $2,233,624, respectively. Cash flow from operations was $712,385 for the
year ended January 31, 1999, compared to cash flow used in operations of
$626,911 for the year ended January 25, 1998. Management anticipates higher
cash flow from restaurant operations in fiscal 2000 and that such higher
operating cash flow will enable the Company to meet its financial obligations
in fiscal 2000 as they come due.
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 and the acquisition of restaurants
represent the single largest use of funds by the Company. The expenditures
are primarily made for the purchase and development of new restaurants.
Capital expenditures were $1,390,636 for the year ended January 31, 1999,
compared to $3,563,335 for the year ended January 25, 1998. 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 Amarillo Mesquite Grill concept
in fiscal 2000. The Company intends to lease existing restaurant properties
which are suitable for conversion to the Amarillo Mesquite Grill concept. It
is expected that each conversion will require approximately $300,000 to
$500,000 for equipment and remodel costs. A ground-up proto-type restaurant
will cost approximately $1,300,000 for land, building and equipment. The
Company has no commitments for financing at this time. In order for the
Company to meet its expansion goals for fiscal 2000, it will need to raise
additional funds through debt or equity instruments, the availability and terms
of which will depend upon market and other conditions. There can be no
assurance that such additional financing will be available on terms acceptable
to the Company.
Year 2000
The Company maintains an outsourcing agreement for its accounting software and
has been advised that its outsourcer is capable of processing in the year 2000.
Three of the Company's restaurants operate on a different point of sale system
that has not been assessed, while the restaurants' point of sale system for all
the remaining restaurants is believed to be year 2000 compliant. Other various
restaurant equipment has not been assessed to determine if it is date sensitive
and possibly out of compliance. Any computer system that is not year 2000
compliant could potentially be disruptive to the Company's operations, but
actual impact has not been determined.
This report contains certain forward-looking statements, including those
relating to the opening of additional restaurants and planned capital
expenditures. Although the Company believes that the assumptions underlying
the forward-looking statements contained herein are reasonable, actual results
could differ materially from such forward-looking statements. In light of the
significant uncertainties inherent in the forward-looking statements included
herein, the inclusion of such information should not be regarded as a
representation by the Company that objectives and plans of the Company will be
achieved.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not Applicable
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements that the Company is required to file under Item 8 of
this Form 10-K are presented on pages F-1 through F-25 of this Report.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Reference is hereby made to Item 14B set forth herein.
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information relating to this Item is included in the Company's Annual Proxy
Statement for the 1999 Annual Meeting of Stockholders under the section
entitled "Election of Directors" and under the section entitled "Section 16(a)
Beneficial Ownership Reporting Compliance" and these portions of such Proxy
Statement are herein incorporated by reference.
Item 11. EXECUTIVE COMPENSATION
The information relating to this Item is included in the Company's Annual Proxy
Statement for the 1999 Annual Meeting of Stockholders under the section
entitled "Executive Compensation" and "Directors' Fees" and these portions of
such Proxy Statement are herein incorporated by reference.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information relating to this Item is included in the Company's Annual Proxy
Statement for the 1999 Annual Meeting of Stockholders under the section
entitled "Principal Holders of Securities" and that portion of such Proxy
Statement is herein incorporated by reference.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information relating to this Item is included in the Company's Annual Proxy
Statement for the 1999 Annual Meeting of Stockholders under the section
entitled "Certain Relationships and Related Transactions" and that portion of
such Proxy Statement is herein incorporated by reference.
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
A) Documents Filed as a Part of this Report.
i) Financial Statements
See "Index to Financial Statements" on Page F-1 of this Report
ii) Financial Statement Schedules
Not Applicable
iii) Exhibits
See Item 14(c), "Exhibits" below.
B) Reports on Form 8-K.
During the fiscal quarter ended January 31, 1999, the Company filed
two reports on Form 8-K. The first Form 8-K was dated as of
November 12, 1998 and reported that the Company had dismissed KPMG
Peat Marwick LLP as its independent accounting firm. The second
Form 8-K was dated as of November 20, 1998 and reported that the
Company had retained Allen, Gibbs & Houlik, L.C. as its independent
accounting firm.
C) Exhibits.
3.1 Restated Articles of Incorporation of Grandy's of El Paso, Inc. and
Change of Corporate Name to Maverick Restaurant Corporation
and Certificate of Correction to Restated Articles of
Incorporation of Grandy's of El Paso, Inc. changing the
Corporate Name to Maverick Restaurant Corporation as filed
with the Secretary of State of the State of Kansas on July 28,
1983 and August 18, 1983, respectively (filed as Exhibit 3.1
to Registration No. 2-86266-FW and such exhibit is hereby
incorporated by reference).
3.2 Certificate of Amendment to Articles of Incorporation as filed with
the Secretary of State of the State of Kansas on May 22, 1984
(filed as Exhibit 3.2 to the Company's Form 10-K for the
fiscal year ended January 31, 1985, and such exhibit is hereby
incorporated by reference).
3.3 Certificate of Amendment to Articles of Incorporation as filed with
the Secretary of State of the State of Kansas on May 27, 1997
changing the corporate name to Amarillo Mesquite Grill, Inc.
(filed as Exhibit 3.3 to the Company's Form 10-K for the
fiscal year ended January 25, 1998, and such exhibit is hereby
incorporated by reference).
3.4 Bylaws of the Company (filed as Exhibit 3.2 to Registration No. 2-
86266-FW and such exhibit is hereby incorporated by reference).
10.1 Agreement dated February 23, 1998 between the Company and Robert
A. Geist, C. Howard Wilkins, Jr., the Wilkins Family
Foundation, Inc., General Resources, L.P., Tom Devlin and Andy
Mouland (filed as Exhibit 10.1 to the Company's Form 8-K dated
March 27, 1998 and such exhibit is hereby incorporated by
reference).
10.2 1994 Incentive Stock Option Plan (filed as Exhibit 10.9 to the
Company's Form 10-K for the fiscal year ended January 31, 1995
and such exhibit is hereby incorporated by reference).*
10.3 1997 Incentive Stock Option Plan (filed as Exhibit A to the
Company's Proxy Statement dated April 23, 1997 and such
exhibit is hereby incorporated by reference).*
10.4 Promissory Note dated May 12, 1998 between the Company and Chris
F. Hotze (filed herewith).
10.5 Promissory Note dated January 1, 1999 between the Company and
Chris F. Hotze (filed herewith).
16 Letter from KPMG Peat Marwick LLP dated November 16, 1998 relative
to its dismissal as the Company's independent accounting firm
(filed as Exhibit 16 to the Company's Form 8-K dated November
12, 1998 and such exhibit is hereby incorporated by
reference).
23.1 Consent of Allen, Gibbs & Houlik, L.C. (filed herewith).
23.2 Consent of KPMG LLP (filed herewith).
27 Financial Data Schedule (filed herewith).
________________
*Management's Compensation Plan
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
AMARILLO MESQUITE GRILL, INC.
By: /s/ Chris F. Hotze
Chris F. Hotze, President
Date: April 15, 1999
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons of the Registrant and
in the capacities and on the date indicated.
Signature Title Date
/s/ Chris F. Hotze President, Chairman of April 15, 1999
Chris F. Hotze the Board and Director
(Principal Executive
Officer)
/s/ Linn F. Hohl Vice Presidet of April 15, 1999
Linn F. Hohl Finance, Treasurer,
Assistant Secretary and
Director (Principal
Financial and Accounting
Officer)
/s/ Alan L. Bundy Executive Vice President April 15, 1999
Alan L. Bundy and Director
/s/ C. Howard Wilkins, Jr. Director April 15, 1999
C. Howard Wilkins, Jr.