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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
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[GRAPHIC OMITTED]
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FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: June 29, 1997
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COMMISSION FILE NUMBER: 1-13044
COOKER RESTAURANT CORPORATION
(Exact name of registrant as specified in its charter)
OHIO 62-1292102
(State or other jurisdiction of (I.R.S. employer identification no.)
incorporation or organization)
5500 VILLAGE BOULEVARD, WEST PALM BEACH, FLORIDA 33407
(Address of principal executive offices) (zip code)
(561) 615-6000
Registrant's telephone number, including area code
Indicate by check x 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
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10,019,781 COMMON SHARES, WITHOUT PAR VALUE
(Number of Common Shares outstanding as of the close of business
on August 1, 1997)
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
COOKER RESTAURANT CORPORATION
BALANCE SHEET
(UNAUDITED)
June 29, Dec. 29,
1997 1996
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ASSETS (In Thousands)
Current assets:
Cash and cash equivalents $ 2,627 $ 2,009
Inventory 1,277 1,128
Land held for sale 613 1,560
Preoperational costs 908 749
Prepaid and other current assets 950 585
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Total current assets 6,375 6,031
Property and equipment 119,029 107,010
Other assets 1,513 1,592
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$126,917 $ 114,633
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LIABILITIES
Current liabilities
Notes Payable $ -- $ 4,613
Accounts payable 3,307 3,845
Accrued liabilities 6,016 6,030
Income taxes payable 1,243 991
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Total current liabilities 10,566 15,479
Long-term debt 31,118 16,822
Deferred income taxes 582 582
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Total Liabilities 42,266 32,883
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Shareholders' equity
Common shares-without par value: authorized
30,000,000 shares; issued 10,548,000 and
10,548,000 at June 29, 1997 and December 29, 63,583 63,583
1996, respectively
Retained earnings 27,802 24,316
Treasury stock at cost, 535,000 and 513,000 shares at
June 29, 1997 and December 29, 1996, respectively (6,734) (6,149)
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Total shareholders' equity 84,651 81,750
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$ 126,917 $ 114,633
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See accompanying notes to condensed financial statements.
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COOKER RESTAURANT CORPORATION
STATEMENT OF INCOME
(UNAUDITED)
Three Months Ended Six Months Ended
June 29, June 30, June 29, June 30,
1997 1996 1997 1996
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(In Thousands Except Per Share Data)
Sales $33,221 $26,919 $65,728 $52,404
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Cost of sales:
Cost of goods sold 9,574 7,648 18,833 14,814
Labor 11,408 9,317 22,577 18,133
Restaurant operating expense 6,717 5,389 13,237 10,514
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27,699 22,354 54,647 43,461
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Restaurant operating income 5,522 4,565 11,081 8,943
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Other expenses (income):
General and administrative 1,864 1,647 3,965 3,323
Net interest expense 416 343 675 920
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2,280 1,990 4,640 4,243
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Income before income taxes 3,242 2,575 6,441 4,700
Provision for income taxes 1,117 927 2,253 1,692
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Net income $ 2,125 $ 1,648 $ 4,188 $ 3,008
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Earnings per common share $ 0.21 $ 0.18 $ 0.41 $ 0.36
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Weighted average number of common shares
and common equivalent shares outstanding 10,274 9,209 10,314 8,382
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See accompanying notes to condensed financial statements.
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COOKER RESTAURANT CORPORATION
STATEMENT OF CASH FLOW
(UNAUDITED)
Six Months Ended
June 29, June 30,
1997 1996
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(In Thousands)
Cash flows from operating activities:
Net income $ 4,188 $ 3,008
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 3,219 2,334
(Gain) Loss on sale of property (53) 1
(Increase) in current assets (1,446) (681)
Decrease in other assets 79 26
Increase (decrease) in current liabilities (518) 60
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Net cash provided by operating activities 5,469 4,748
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Cash flows from investing activities:
Purchases of property and equipment (14,733) (16,192)
Sale of property and equipment 1,486 --
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(13,247) (16,192)
Cash flows from financing activities:
Payment on note payable (4,613) --
Proceeds from (repayment on) borrowings 14,344 (18,107)
Repurchase of debentures -- (400)
Redemption of debentures (48) (50)
Exercise of stock options -- 31
Proceeds from secondary offering -- 37,442
Net purchases of treasury stock (585) --
Dividends paid (702) (429)
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Net cash provided by financing activities 8,396 18,487
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Net increase in cash and cash equivalents 618 7,043
Cash and cash equivalents at beginning of period 2,009 1,299
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Cash and cash equivalents at end of period $ 2,627 $ 8,342
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See accompanying notes to condensed financial statements.
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COOKER RESTAURANT CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
June 29, 1997 and June 30, 1996
Note 1: Basis of Financial Statement Presentation.
The accompanying unaudited condensed financial statements have been prepared in
accordance with the instructions to Form 10-Q and, therefore, do not include all
of the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management, the
accompanying financial statements contain all adjustments, consisting of normal
recurring accruals, necessary to present fairly the financial position of the
Company at June 29, 1997 and the statements of income and cash flows for the six
months ended June 29, 1997. The results of operations for the six months ended
June 29, 1997 are not necessarily indicative of the operating results expected
for the fiscal year ended December 28, 1997. These financial statements should
be read in conjunction with the financial statements and notes thereto contained
in the Company's annual report on Form 10-K for the fiscal year ended December
29, 1996.
Note 2: Net Income Per Common and Common Equivalent Share.
Net income per common and common equivalent share has been determined by
dividing net income by the weighted average number of shares of common stock and
common stock equivalents outstanding during the respective period unless their
effect was antidilutive.
Note 3: New Accounting Pronouncement.
In February 1997, the FASB issued Statement of Financial Accounting Standards
No. 128, "Earnings Per Share" ("Statement 128"). Statement 128 is effective for
financial statements issued for periods ending after December 15, 1997.
Statement 128 establishes standards for computing and presenting earning per
share ("EPS"), simplifies the standards previously found in APB No. 15,
"Earnings Per Share", and makes them comparable to international EPS standards.
The Company will begin disclosing EPS in accordance with Statement 128 beginning
with the year ended December 28, 1997.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
From time to time, the Company may make certain statements that contain
"forward-looking" information (as defined in the Private Securities Litigation
Reform Act of 1995). Words such as "believe", "anticipate", "estimate",
"project", and similar expressions are intended to identify such forward-looking
statements. Forward-looking statements may be made by management orally or in
writing, including, but not limited to, in press releases, as part of this
Management's Discussion and Analysis of Financial Condition and Results of
Operations and as part of other sections of this Report or other filings.
Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of their respective dates, and are subject to
certain risks, uncertainties and assumptions. Should one or more of these risks
or uncertainties materialize, or should any of the underlying assumptions prove
incorrect, actual results of current and future operations may vary materially
from those anticipated, estimated or projected.
RESULTS OF OPERATIONS
The following table sets forth as a percentage of sales certain items
appearing in the Company's statements of income.
RESULTS OF OPERATIONS
(UNAUDITED)
Three Months Ended Six Months Ended
June 29, June 30, June 29, June 30,
1997 1996 1997 1996
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(In Percent)
Sales 100.0 100.0 100.0 100.0
Cost of sales:
Cost of goods sold 28.8 28.4 28.7 28.3
Labor 34.3 34.6 34.3 34.6
Restaurant operating expense 20.3 20.0 20.1 20.1
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83.4 83.0 83.1 83.0
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Restaurant operating income 16.6 17.0 16.9 17.0
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Other expenses (income):
General and administrative 5.5 6.1 6.1 6.2
Net interest expense 1.3 1.3 1.0 1.8
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6.8 7.4 7.1 8.0
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Income before income taxes 9.8 9.6 9.8 9.0
Provision for income taxes 3.4 3.5 3.4 3.3
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Net income 6.4 6.1 6.4 5.7
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Sales for the second quarter of fiscal 1997 increased 23% to $33,221,000
compared to sales of $26,919,000 for the second quarter of fiscal 1996. For the
first half sales increased 25% to $65,728,000 compared to sales of $52,404,000
last year. The increases for both the second quarter and the first half are due
primarily to the opening of new Restaurants. Same store sales (which excludes 17
of 53 units open at the end of the quarter) were down 2.4% for the quarter.
Three stores in our same store sales base were impacted by new Cooker
Restaurants opened during the prior year. These three stores account for 41% of
the same store sales decline. Our Florida stores, which were down 7.5% in the
first quarter, were down only 4% in the second quarter. The Florida units
account for 15% of the same store sales decline in the quarter.
Both the second quarter and the first half cost of goods sold as a
percentage of sales were up 40 basis points from the same period last year to
28.8% for the second quarter and 28.7% for the first half. These increases were
the result of continued higher preference for the new combination platters
introduced late last year. These new dinners have a higher cost as a percentage
of sales, however, because their prices are above our average price, the margin
in dollars is better than average. Actual ingredient costs were fairly stable
throughout the quarter.
Labor cost as a percentage of sales, for both the second quarter and the
first half, declined to 34.3% from 34.6% last year. These savings were the
result of lower average manager salaries this year, a reduction in non-exempt
employee hours this year (primarily at the five stores opened during the second
quarter last year), as well as reduced payroll tax and benefit expense because
of the lower payroll costs.
Restaurant operating expense for the second quarter increased to 20.3% of
sales from 20.0% of sales last year. For the first half these expenses were
unchanged from last year at 20.1% of sales. On a dollar cost per store basis,
store operating expenses were 3% below last year for the second quarter and 2%
below last year for the first half. Utility and repair expenses are the only
major expenses categories showing increases over the prior year.
General and administrative expenses for the quarter of 5.5% of sales was 60
basis points less than last year; first half expense of 6.1% was 10 basis points
lower than last year. This reduction in expense as a percentage of sales is
primarily the result of the additional sales this year from stores opened during
the prior twelve months. Actual dollar expense for the quarter was 11% higher
than last year and 17% higher for the first half. Virtually all of the
increased expense in the second quarter was due to higher ($217,000)
amortization of pre-opening expense. Major factors in the year to date expense
increase ($642,000) were higher pre-opening expense amortization ($392,000) as
well as salary, training and relocation expenses of manager trainees
($185,000).
Net interest expense for the second quarter of $416,000 was $73,000 more
than last year. For the first half net interest expense of $675,000 was $245,000
less than last year. The increase in net interest expense in the second quarter
is the result of increased borrowings on our line of credit as compared to the
second quarter of last year, during which we paid off the line of credit in May
of 1996 with proceeds from a secondary stock offering. The decrease for the
first half is a result of lower outstanding long term debt resulting from the
secondary offering.
The provision for income taxes as a percentage of income before taxes
declined to 34.5% from 36.0% last year. The decline in the provision as a
percentage of sales resulted from two different prior year state income tax
refunds as well as an overall reduction in effective tax rate resulting from a
change in the internal organization of the Company.
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LIQUIDITY AND CAPITAL RESOURCES
The Company's principal capital requirements arise from the development
and opening of new Restaurants. The Company's primary sources of working
capital are cash flow from operations, borrowings under the Company's
revolving/term loan (the "Credit Agreement") and the sale of equity securities.
The Company's cash flow from operations were $9,495,000, $12,644,000 and
$5,469,000 for 1995, 1996 and the six months ended June 29, 1997, respectively.
The Credit Agreement provides for a $33,000,000 line of credit and, as of June
29, 1997, the Company had outstanding borrowings of $15,053,000 under the
Credit Agreement. On May 13, 1996, the Company completed a public offering of
2,875,000 Common Shares (the "Offering") and received net proceeds of
$37,442,000 The Company used $28.5 million of the net proceeds from the
Offering to reduce outstanding borrowings under the Credit Agreement. The
remainder was invested in short term treasuries and was used to fund the
development of new Restaurants and for general corporate purposes.
Capital expenditures were $17,200,000, $34,997,000 and $14,733,000 for
1995, 1996 and the six months ended June 29, 1997, respectively. The Company has
opened six Restaurants in the first six months of 1997, and intends to open
seven additional Restaurants in the remainder of 1997 and 14 to 16 Restaurants
in 1998. The Company believes that cash flow from operations, borrowings from
the Credit Agreement and proceeds from the Offering will be sufficient to fund
the planned expansion as well as the ongoing maintenance and remodeling of
existing Restaurants through 1998. The Company's ability to expand will depend
on a number of factors, including the selection and availability of suitable
locations, hiring and training sufficiently skilled management and personnel,
adequate financing, construction or acquiring Restaurants at a reasonable cost
and other factors, some of which are beyond the control of the Company. While
the Company has in the past successfully opened new Restaurants, there can be no
assurance that the Company will be able to continue to open new Restaurants or
that, if opened, those Restaurants can be operated profitably.
In 1992, the Company issued its Convertible Debentures in the principal
amount of $23,000,000 in a public offering. Under the terms of the Indenture
pursuant to which the Convertible Debentures were issued, the Company is
required to redeem up to $1,150,000 principal amount on November 1 of each year
if timely request is made by holders. In 1995 and 1996, the Company redeemed
$1,150,000 and $1,150,000, respectively, of the Convertible Debentures as a
result of requests by holders. In addition, the Company is required to redeem
up to $25,000 per deceased holder during each fiscal year. In 1995, 1996 and
six months ended June 29, 1997, the Company redeemed $30,000, $207,000 and
$48,000, respectively, of the Convertible Debentures by reason of the death of
holders. In 1994, the Company purchased $2,500,000 principal amount of the
Convertible Debentures on the open market at a market price of $1,618,000, in
1995 purchased $250,000 principal amount at a market price of $222,000 and in
the first quarter of 1996, purchased $400,000 principal amount at a market
price of $363,000. All of the redemptions and purchases of Convertible
Debentures during 1994, 1995, 1996 and 1997 were made with funds obtained from
loans under the Credit Agreement.
In 1994, the Board of Directors approved a guaranty by the Company of a
loan of $5,000,000 to G. Arthur Seelbinder, the Chairman of the Board, which was
secured by a pledge of 570,000 Common Shares owned by the Chairman. In the first
quarter of 1997, the loan was acquired by The Chase Manhattan Bank of New York.
The loan has a term of one year, bears interest at the Bank's prime rate or
LIBOR plus 2%, continues to be secured by 570,000 Common Shares of the Company
and is guaranteed by the Company in the principal amount up to $6,250,000
including capitalized interest. Mr. Seelbinder also agreed to apply his share of
the net proceeds of the sale of his residence, in excess of the mortgage
thereon, to reduce the principal and interest outstanding on the indebtedness
and did so in April, 1997. The guaranty provides that the Bank will sell the
pledged shares and apply the proceeds thereof to the loan prior to calling on
the Company for its guaranty. On March 4, 1997, Mr. Seelbinder exercised options
to purchase 100,000 Common Shares, sold the shares in a block transaction
through a broker at $11.50 per share, the then current trading price on the New
York Stock Exchange, and the Company purchased 100,000 Common Shares in a block
transaction through the same broker at the same time. The transaction was
approved by the Board of Directors in advance. The gain on the transaction is
taxable to Mr. Seelbinder and deductible by the Company. $438,000 of the
proceeds of this transaction after payment of the option exercise price and
withholding taxes were used to reduce the principal of the guaranteed loan. At
August 1, 1997, the amount of the loan including capitalized and accrued
interest was $5,053,626 and the undiscounted fair market value of the pledged
shares was approximately $5,842,500. The loan is scheduled to mature in the
first quarter of 1998. The guaranty secures the loan until it is repaid or
refinanced without a guaranty. The Company expects that the Chairman will
repay or refinance the loan before its presently scheduled maturity. If the
loan is not so repaid or refinanced, the Company would fund any obligation it
incurs under the terms of its guaranty from additional borrowings under its
line of credit. The Company does not believe that it will be required to make
any material payment under the guaranty in 1997; however, there can be no
assurance that the loan will be repaid or refinanced on terms that will not
result in continuing the guaranty or in a material payment. Mr. Seelbinder
paid a guaranty fee of 1/4 percent of the principal amount of the loan to the
Company at the time the loan was guaranteed and will also pay such fee on
each anniversary of the guaranty as long as it is outstanding.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
None.
ITEM 2. CHANGES IN SECURITIES.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
An annual meeting of the shareholders of the Registrant was held on
April 14, 1997.
The matters voted on at the annual meeting and the results of the
voting are set forth below:
(i) Election of Glenn W. Cockburn as a director for a term of three
years: 7,744,985 shares for, and 2,213 shares withheld
authority.
(ii) Election of David T. Kollat as a director for a term of three
years: 7,745,100 shares for, and 2,098 shares withheld
authority.
(iii) Election of Harvey M. Palash as a director for a term of three
years: 7,745,034 shares for, and 2,164 shares withheld
authority.
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(A) THE FOLLOWING EXHIBITS ARE FILED AS PART OF THIS REPORT.
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3. ARTICLES OF INCORPORATION AND BY-LAWS.
Exhibit 3.1
Amended and Restated Articles of Incorporation of the Registrant (incorporated
by reference to Exhibit 28.2 of Registrant's quarterly report on Form 10-Q for
the fiscal quarter ended March 29, 1992; Commission File No. 0-16806).
Exhibit 3.2
Amended and Restated Code of Regulations of the Registrant (incorporated by
reference to Exhibit 4.5 of the Registrant's quarterly report on Form 10-Q for
the fiscal quarter ended April 1, 1990; Commission File No. 0-16806).
4. INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES.
Exhibit 4.1
See Articles FOURTH, FIFTH and SIXTH of the Amended and Restated Articles of
Incorporation of the Registrant (see Exhibit 3.1 above).
Exhibit 4.2
See Articles One, Four, Seven and Eight of the Amended and Restated Code of
Regulations of the Registrant (see Exhibit 3.2 above).
Exhibit 4.3
Rights Agreement dated as of February 1, 1990 between the Registrant and
National City Bank (incorporated by reference to Exhibit 1 of the Registrant's
Form 8-A filed with the Commission on February 9, 1990; Commission File No.
0-16806).
Exhibit 4.4
Amendment to Rights Agreement dated as of November 1, 1992 between the
Registrant and National City Bank (incorporated by reference to Exhibit 4.4 of
Registrant's annual report on Form 10-K for the fiscal year ended January 3,
1993 (the "1992 Form 10-K"); Commission File No. 0-16806).
Exhibit 4.5
Letter dated October 29, 1992 from the Registrant to First Union National Bank
of North Carolina (incorporated by reference to Exhibit 4.5 to the 1992 Form
10-K).
Exhibit 4.6
Letter dated October 29, 1992 from National City Bank to the Registrant
(incorporated by reference to Exhibit 4.6 to the 1992 Form 10-K).
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Exhibit 4.7
See Section 7.4 of the Amended and Restated Loan Agreement dated December 22,
1995 between the Registrant and First Union National Bank of Tennessee
(incorporated by reference to Exhibit 10.4 of the Registrant's annual report on
Form 10-K for the fiscal year ended December 31, 1995; Commission File No.
0-16806).
Exhibit 4.8
Indenture dated as of October 28, 1992 between the Registrant and First Union
National Bank of North Carolina, as Trustee (incorporated by reference to
Exhibit 2.5 of Registrant's Form 8-A filed with the Commission on November 10,
1992; Commission File No. 0-16806).
27. FINANCIAL DATE SCHEDULE
Exhibit 27.1
Financial Data Schedule (submitted electronically for SEC information only).
(B) REPORTS ON FORM 8-K.
No report on Form 8-K was filed by Registrant during the fiscal quarter ended
June 29, 1997.
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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.
COOKER RESTAURANT CORPORATION
(The "Registrant")
Date: August 12, 1997
By: /s/ G. Arthur Seelbinder
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G. Arthur Seelbinder
Chairman of the Board, Chief Executive
Officer, and Director
(principal executive officer)
By: /s/ David C. Sevig
---------------------------------
David C. Sevig
Vice President - Chief Financial Officer
(principal financial and accounting
officer)
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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COOKER RESTAURANT CORPORATION
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FORM 10-Q QUARTERLY REPORT
FOR THE FISCAL QUARTER ENDED:
JUNE 29, 1997
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EXHIBITS
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Exhibit 3.1
Amended and Restated Articles of Incorporation of the Registrant (incorporated
by reference to Exhibit 28.2 of Registrant's quarterly report on Form 10-Q for
the fiscal quarter ended March 29, 1992; Commission File No. 0-16806).
Exhibit 3.2
Amended and Restated Code of Regulations of the Registrant (incorporated by
reference to Exhibit 4.5 of the Registrant's quarterly report on Form 10-Q for
the fiscal quarter ended April 1, 1990; Commission File No. 0-16806).
Exhibit 4.1
See Articles FOURTH, FIFTH and SIXTH of the Amended and Restated Articles of
Incorporation of the Registrant (see Exhibit 3.1 above).
Exhibit 4.2
See Articles One, Four, Seven and Eight of the Amended and Restated Code of
Regulations of the Registrant (see Exhibit 3.2 above).
Exhibit 4.3
Rights Agreement dated as of February 1, 1990 between the Registrant and
National City Bank (incorporated by reference to Exhibit 1 of the Registrant's
Form 8-A filed with the Commission on February 9, 1990; Commission File No.
0-16806).
Exhibit 4.4
Amendment to Rights Agreement dated as of November 1, 1992 between the
Registrant and National City Bank (incorporated by reference to Exhibit 4.4 of
Registrant's annual report on Form 10-K for the fiscal year ended January 3,
1993 (the "1992 Form 10-K"); Commission File No. 0-16806).
Exhibit 4.5
Letter dated October 29, 1992 from the Registrant to First Union National Bank
of North Carolina (incorporated by reference to Exhibit 4.5 to the 1992 Form
10-K).
Exhibit 4.6
Letter dated October 29, 1992 from National City Bank to the Registrant
(incorporated by reference to Exhibit 4.6 to the 1992 Form 10-K).
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Exhibit 4.7
See Section 7.4 of the Amended and Restated Loan Agreement dated December 22,
1995 between the Registrant and First Union National Bank of Tennessee
(incorporated by reference to Exhibit 10.4 of the Registrant's annual report on
Form 10-K for the fiscal year ended December 31, 1995, Commission File No.
0-16806).
Exhibit 4.8
Indenture dated as of October 28, 1992 between the Registrant and First Union
National Bank of North Carolina, as Trustee (incorporated by reference to
Exhibit 2.5 of Registrant's Form 8-A filed with the Commission on November 10,
1992; Commission File No. 0-16806).
Exhibit 27.1
Financial Data Schedule (submitted electronically for SEC information only).