UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 6, 1996 . 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 0-27258 SAGEBRUSH, INC. (Exact name of registrant as specified in its charter) NORTH CAROLINA 56-1875714 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 112 Main Street, Claremont, N.C. 28610 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (704) 459-0821 Not Applicable (Former name, former address and former fiscal year, if changed since last report) 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 . Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding at October 18, 1996 Common Stock (no par value) 6,300,000 PAGE 1 of 13 PAGES SAGEBRUSH, INC. - TABLE OF CONTENTS - PART I Financial Information: Page No. Item 1: Financial Statements Consolidated Balance Sheets as of September 6, 1996 and December 29, 1995. 3 Consolidated Statements of Income for the twelve-weeks and thirty-six weeks ended September 6, 1996 and September 8, 1995. 4 Consolidated Statements of Cash Flows for the thirty-six weeks ended September 6, 1996 and September 8, 1995. 5 Notes to Consolidated Financial Statements. 6-7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. 8-12 PART II Other Information Item 6. Exhibits 12 Signatures 13 SAGEBRUSH, INC. AND AFFILIATED COMPANIES CONSOLIDATED BALANCE SHEETS September 6, 1996 and December 29, 1995 September 6, December 29, 1996 1995 (unaudited) ASSETS Current assets: Cash and cash equivalents $ 3,802,308 $ 2,145,809 Receivables from shareholders - 27,000 Other related party receivables 96,026 100,423 Other receivables 195,832 58,870 Inventories 466,464 411,675 Pre-opening costs, net 422,491 131,434 Prepaid and other current assets 49,348 370,390 Total current assets 5,032,469 3,245,601 Property and equipment, net 10,943,399 7,562,432 Other assets 18,371 12,266 Total assets $ 15,994,239 $ 10,820,299 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 1,262,586 $ 1,220,206 Accrued salaries 532,384 414,625 Taxes other than income 441,610 188,338 Other accrued liabilities 698,909 464,442 Total current liabilities 2,935,489 2,287,611 Long-term debt, less current maturities - 2,187,909 Total liabilities 2,935,489 4,475,520 Shareholders' equity: Common stock 6,300,000 535,202 Additional paid-in capital 7,369,068 7,261,164 Accumulated deficit (610,318) (1,451,587) Total shareholders' equity 13,058,750 6,344,779 Total liabilities and shareholders' equity $ 15,994,239 $ 10,820,299 See accompanying notes to consolidated financial statements. SAGEBRUSH, INC. AND AFFILIATED COMPANIES CONSOLIDATED STATEMENTS OF INCOME Twelve Weeks and Thirty-six Weeks ended September 6, 1996 and September 8, 1995 (Unaudited) Twelve Weeks Ended Thirty-six Weeks Ended Sept. 6, 1996Sept. 8, 1995Sept. 6, 1996Sept. 8, 1995 REVENUES - Restaurant sales $ 10,050,955 $ 8,459,773 $ 26,815,083 $ 23,382,286 OPERATING COSTS AND EXPENSES Cost of restaurant sales 3,746,412 3,146,449 9,778,589 8,750,752 Labor costs 2,721,340 2,204,022 7,219,775 6,188,440 Other operating expenses 1,463,750 1,337,071 4,064,498 3,585,332 General and administrative expenses 839,055 566,893 2,257,372 1,678,129 Depreciation 228,945 183,456 637,123 511,376 Amortization (principally of pre-opening costs) 81,051 82,860 196,159 244,167 Total operating costs and expenses 9,080,553 7,520,751 24,153,516 20,958,196 OPERATING INCOME 970,402 939,022 2,661,567 2,424,090 OTHER INCOME 18,050 19,632 60,400 62,146 INTEREST INCOME 29,626 104,892 INTEREST EXPENSE (264) (42,606) (37,413) (100,580) INCOME BEFORE INCOME TAXES 1,017,814 916,048 2,789,446 2,385,656 INCOME TAX PROVISION (386,769) (9,000) (1,059,989) (56,000) NET INCOME $ 631,045 $ 907,048 $ 1,729,457 $ 2,329,656 NET INCOME PER SHARE $ 0.10 $ 0.28 WEIGHTED AVERAGE SHARES OUTSTANDING 6,300,000 6,283,730 PRO FORMA: Historical income before income taxes $ 916,048 $ 2,385,656 Pro forma adjustment for compensation (119,000) (350,000) Pro forma income before income taxes 797,048 2,035,656 Pro forma income taxes (310,849) (793,906) Pro forma net income $ 486,199 $ 1,241,750 Pro forma net income per share $ 0.09 $ 0.23 Pro forma weighted average shares outstanding 5,462,748 5,462,748 See accompanying notes to consolidated financial statements. SAGEBRUSH, INC. AND AFFILIATED COMPANIES CONSOLIDATED STATEMENTS OF CASH FLOWS Thirty-six Weeks ended September 6, 1996 and September 8, 1995 (Unaudited) Thirty-six Weeks Ended September 6, September 8, 1996 1995 Cash Flows from Operating Activities: Net income $ 1,729,457 $ 2,329,656 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 637,123 511,376 Amortization (principally of pre-opening costs) 196,159 244,167 Changes in operating assets and liabilities providing (using) cash Receivables (105,565) (5,419) Inventories (54,789) 9,973 Pre-opening costs (487,216) (150,310) Prepaid and other assets (54,252) (50,435) Trade accounts payable and other accrued liabilities 647,878 146,472 Total adjustments 779,338 705,824 Net cash provided by operating activities 2,508,795 3,035,480 Cash Flows from Investing Activities: Capital expenditures (4,018,090) (2,127,430) Cash Flows from Financing Activities: Proceeds from issuance of debt 962,415 Reduction of debt (2,187,909) (243,520) Purchase of assets related to reorganization (1,652,500) Cash paid to shareholders related to reorganization (3,500,000) S Corporation distributions and dividends paid (888,188) 2,859,691) Proceeds from issuance of common stock 11,394,391 1,108,512 Net cash provided by (used in) financing activities 3,165,794 (1,032,284) Net increase (decrease) in cash and cash equivalents 1,656,499 (124,234) Cash and cash equivalents at beginning of period 2,145,809 1,642,141 Cash and cash equivalents at end of period $ 3,802,308 $ 1,517,907 Supplemental disclosure of cash flow information: Cash paid for interest $ 37,413 $ 100,580 Cash paid for income taxes $ 655,442 $ 75,673 See accompanying notes to consolidated financial statements. Sagebrush, Inc. and Affiliated Companies Notes to Consolidated Statements Note 1: The consolidated financial statements as of September 6, 1996 and for the twelve-week and thirty-six-week periods then ended include the accounts of Sagebrush, Inc. and its wholly-owned subsidiaries ("Sagebrush"). The financial statements as of December 29, 1995 and for the twelve-week and thirty-six-week periods ended September 8, 1995 represent combined statements which include the accounts of Sagebrush, Inc., and those corporations operating restaurants (the "Restaurant Corporations") under the name of "Sagebrush Steakhouse and Saloon." In addition, to the extent considered attributable to "Sagebrush Steakhouse and Saloon" restaurants, the combined financial statements include the accounts of Connor Management, Inc. ("Connor Management"), which provided development, management and administrative services to the restaurants and to certain other corporations operating other restaurants. The Restaurant Corporations and Connor Management are collectively referred to as the "Related Corporations." The combined financial statements were prepared in connection with a reorganization which resulted in the Related Corporations becoming wholly-owned subsidiaries of, or transferring all of their assets to, Sagebrush, Inc., with shareholders of such corporations becoming shareholders of Sagebrush, Inc. The combination was accounted for at historical cost in a manner similar to a pooling-of-interests due to the entities being under common management and control and the absence of significant monetary consideration to the shareholders. All intercompany accounts and transactions have been eliminated in consolidation and combination. Note 2: In connection with the reorganization referred to in Note 1, the shareholders of the Related Corporations, other than those formed to operate the Gatlinburg, Kernersville and Gaffney restaurants, contributed their capital stock in these corporations to Sagebrush, Inc. in exchange for an aggregate of 4,500,000 shares of Sagebrush, Inc. common stock and cash of $3.5 million. The shareholders of these corporations thereby became the shareholders of Sagebrush, Inc., owning all 4,500,000 shares of its common stock outstanding immediately prior to the initial public offering of Sagebrush, Inc. Common Stock. A portion of the proceeds of the public offering were used to purchase the assets of the Gatlinburg, Kernersville and Gaffney restaurants for a total consideration of approximately $1.7 million, which represents the historical cost of such assets. The accounts of the Gatlinburg, Kernersville and Gaffney restaurants, opened in April, June and December of 1995, respectively, are included in the combined financial statements as of December 29, 1995. In connection with the reorganization and the completion of the public offering, the following structural and organizational changes were effected: (i) Sagebrush, Inc. and its subsidiaries became subject to corporate income taxation as a C Corporations and (ii) salaries payable to certain executive officers were adjusted to more representative levels as a result of the termination of the S Corporation elections and the elimination of the related distributions. The reorganization referred to in Note 1 was effected immediately prior to the initial public offering of 1,800,000 shares of common stock of Sagebrush, Inc. in January, 1996. Net proceeds from the offering were $11.1 million. Approximately $2.2 million of the net proceeds were used to repay corporate indebtedness and approximately $5.2 million of the net proceeds were used to fund cash payments to or for the benefit of shareholders of the Related Corporations in connection with a reorganization effected immediately prior to the public offering. The remaining approximately $3.8 million of the net proceeds is being used to finance the development of additional restaurants and for other general corporate purposes. The following table shows the changes in shareholders' equity resulting from the reorganization and subsequent public offering. Additional Common Paid-inAccumulated Stock Capital Deficit Total Balance at December 29, 1995$ 535,202$ 7,261,164$(1,451,587) $ 6,344,779 S Corporation distributions and dividends paid (888,188) (888,188) Payments to and exchanges with shareholders related to reorganization3,964,798(9,221,205) (5,256,407) Net proceeds of public offering1,800,0009,329,109 11,129,109 Net income 1,729,457 1,729,457 Balance at September 6, 1996$ 6,300,000$ 7,369,068$ (610,318)$13,058,750 Note 3: In the opinion of management, the accompanying financial statements (unaudited) contain all adjustments necessary to present fairly the financial position as of September 6, 1996, and the results of operations for the twelve-week and thirty-six-week periods ended September 6, 1996 and September 8, 1995 and cash flows for the thirty-six-week periods ended September 6, 1996 and September 8, 1995. Note 4: The results of operations for the twelve-week and thirty-six-week periods ended September 6, 1996 are not necessarily indicative of results to be expected for the full year. Quarterly results are presented based on 12, 12, 12 and 16 or 17 week quarters. Note 5: In October 1995, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 123, "Accounting for Stock-Based Compensation," which was effective for the Company beginning January 1, 1996. SFAS No. 123 requires expanded disclosures of stock-based compensation arrangements with employees and encourages (but does not require) compensation cost to be measured based on fair value of the equity instrument awarded. Companies are permitted, however, to continue to apply APB Opinion No. 25, which recognizes compensation cost based on the intrinsic value of the equity instrument awarded. The Company will continue to apply APB Opinion No. 25 to its stock based compensation awards to employees and will disclose the required pro forma effect on net income and earnings per share. Part I - Item 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS GENERAL This discussion and analysis should be read in conjunction with the financial statements and the notes thereto included elsewhere in this Form 10-Q. The Company completed an initial public offering of 1,800,000 shares of its common stock in January and February 1996. Net proceeds from the offering were $11.1 million. Approximately $2.2 million of the net proceeds were used to repay corporate indebtedness and approximately $5.2 million of the net proceeds were used to fund cash payments to or for the benefit of shareholders of certain related corporations which had previously conducted the Company's business (the "Related Corporations") in connection with a reorganization effected immediately prior to the public offering. (see Notes 1 and 2) The remaining approximately $3.8 million of the net proceeds is being used to finance the development of additional restaurants and for other general corporate purposes. RESULTS OF OPERATIONS Quarterly results are presented based on 12, 12, 12 and 16 or 17 week quarters. The following table sets forth for the periods indicated the percentages of revenues - restaurant sales represented by items in the Company's consolidated statements of income. Twelve Weeks Ended Thirty-six Weeks Ended Sept. 6, Sept. 8, Sept. 6, Sept. 8, 1996 1995 1996 1995 Revenues - restaurant sales 100.0% 100.0% 100.0% 100.0% Operating costs and expenses: Cost of restaurant sales 37.3 37.2 36.5 37.4 Labor costs 27.1 26.1 26.9 26.5 Other operating expenses 14.6 15.8 15.2 15.3 General and administrative expenses 8.3 6.7 8.4 7.2 Depreciation 2.3 2.1 2.4 2.2 Amortization (principally of pre-opening costs) .8 1.0 .7 1.0 Total operating costs and expenses 90.4 88.9 90.1 89.6 Operating income 9.6 11.1 9.9 10.4 Other income (received from related parties) .2 .2 .2 .2 Interest income .3 .0 .4 .0 Interest expense .0 (.5) (.1) (.4) Income before income taxes 10.1 10.8 10.4 10.2 Income tax provision (3.8) (.1) (4.0) (.2) Net income 6.3% 10.7% 6.4% 10.0% Pro forma net income 5.7% 5.3% Twelve weeks ended September 6, 1996 compared to twelve weeks ended September 8, 1995 Revenues. Restaurant sales increased 18.8% to $10.1 million for the third quarter of 1996 as compared to $8.5 million for the third quarter of 1995. The increase in sales was primarily the result of an increase in the number of restaurants operated by the Company from 21 to 26. Cost of restaurant sales. Cost of restaurant sales increased $600,000, or 19.1%, from $3.1 million to $3.7 million and as a percentage of revenues was increased slightly from 37.2% to 37.3%. Labor costs. Labor costs increased $517,000, or 23.5%, from $2.2 million to $2.7 million, principally due to the increase in the number of restaurants. As a percentage of revenues, labor costs increased from 26.1% to 27.1%. Other operating expenses. Other operating expenses increased $127,000, or 9.5%, from $1.3 million to $1.5 million, and as a percentage of revenues decreased from 15.8% to 14.6%. General and administrative expenses. General and administrative expenses increased $272,000, or 48.0%, from $567,000 to $839,000, and as a percentage of revenues increased from 6.7% to 8.3%. This increase is primarily attributable to the increase in certain of the Company's executive officers' salaries to more representative levels in connection with the Company's initial public offering. Depreciation. Depreciation increased $45,000, or 24.8%, from $183,000 to $229,000, and as a percentage of revenues increased slightly from 2.1% to 2.3% primarily because of increased investment in property and equipment due to the Company's opening of new restaurants. Amortization. Amortization of pre-opening costs decreased $2,000, or 2.2%, from $83,000 to $81,000, and as a percentage of revenues decreased from 1.0% to .8%. Other income. Other income, which principally represents accounting fees charged to certain related non-Sagebrush restaurants, remained constant as a percentage of restaurant sales. Interest income. The Company had interest income during the third quarter of 1996 as a result of temporary investment of a portion of the proceeds from the Company's initial public offering. Income tax provision. The Company's effective tax rate for the third quarter of 1996 was 38.0%. Prior to January 1996, most of the corporations comprising the Company were S corporations for federal and state income tax purposes, with taxable income allocated to shareholders rather than taxed at the corporate level. All applicable S Corporation elections were terminated in January 1996 in connection with the reorganization effected in connection with the Company's initial public offering. Net income. Net income was $631,000 for the third quarter of 1996, an increase of 30% over pro forma net income of $486,000 for the third quarter of 1995. Pro forma net income for the third quarter of 1995 reflects (i) a 39% effective corporate tax rate to give effect to a change in the Company's tax status and (ii) a $500,000 anticipated increase on an annual basis in management compensation related to the Company's January 1996 initial public offering. Pro forma earnings per share for the first three quarters of 1995 is based upon pro forma adjustments to weighted average shares outstanding to reflect certain cash payments and S corporation distributions to the Company's existing shareholders in connection with the initial public offering. Thirty-six weeks ended September 6, 1996 compared to thirty-six weeks ended September 8, 1995 Revenues. Restaurant sales increased 14.7% to $26.8 million for the third quarter of 1996 as compared to $23.4 million for the third quarter of 1995. The increase in sales was the result of an increase in the number of restaurants operated by the Company from 21 to 26. Cost of restaurant sales. Cost of restaurant sales increased $1.0 million, or 11.7%, from $8.8 million to $9.8 million, but as a percentage of revenues decreased from 37.4% to 36.5%. This decrease as a percentage of revenues principally resulted from reduced food costs (primarily beef and produce) realized from lower market prices and improved purchasing practices, as well as improved waste management. Labor costs. Labor costs increased $1.0 million, or 16.7%, from $6.2 million to $7.2 million, principally due to the increase in the number of restaurants. As a percentage of revenues, labor costs increased slightly from 26.5% to 26.9%. Other operating expenses. Other operating expenses increased $479,000, or 13.4%, from $3.6 million to $4.1 million, and as a percentage of revenues decreased slightly from 15.3% to 15.2%. General and administrative expenses. General and administrative expenses increased $579,000, or 34.5%, from $1.7 million to $2..3 million, and as a percentage of revenues increased from 7.2% to 8.4%. This increase is primarily attributable to the increase in certain of the Company's executive officers' salaries to more representative levels in connection with the Company's initial public offering. Depreciation. Depreciation increased $125,000, or 24.6%, from $511,000 to $637,000, and as a percentage of revenues increased from 2.2% to 2.4% primarily because of increased investment in property and equipment due to the Company's opening of new restaurants. Amortization. Amortization of pre-opening costs decreased $48,000, or 19.7%, from $244,000 to $196,000, and as a percentage of revenues decreased from 1.0% to .7%. Other income. Other income, which principally represents accounting fees charged to certain related non-Sagebrush restaurants, remained constant as a percentage of restaurant sales. Interest income. The Company had interest income during the first three quarters of 1996 as a result of temporary investment of a portion of the proceeds from the Company's initial public offering. Interest expense. Interest expense decreased $63,000 from $101,000 to $37,000 as a result of the Company's retirement of all its debt using proceeds from the Company's initial public offering. Income tax provision. The Company's effective tax rate for the first three quarters of 1996 was 38.0%. Prior to January 1996, most of the corporations comprising the Company were S corporations for federal and state income tax purposes, with taxable income allocated to shareholders rather than taxed at the corporate level. All applicable S Corporation elections were terminated in January 1996 in connection with the reorganization effected in connection with the Company's initial public offering. Net income. Net income was $1,729,000 for the third quarter of 1996, an increase of 39% over pro forma net income of $1,241,000 for the first three quarters of 1995. Pro forma net income for the first three quarters of 1995 reflects (i) a 39% effective corporate tax rate to give effect to a change in the Company's tax status and (ii) a $500,000 anticipated increase on an annual basis in management compensation related to the Company's January 1996 initial public offering. Pro forma earnings per share for the first three quarters of 1995 is based upon pro forma adjustments to weighted average shares outstanding to reflect certain cash payments and S corporation distributions to the Company's existing shareholders in connection with the initial public offering. LIQUIDITY AND CAPITAL RESOURCES In January 1996, the Company completed its initial public offering and, after deducting the underwriting discount and expenses of the offering, received approximately $11.1 million in proceeds (including proceeds received in February 1996 from the underwriter's exercise of their option to purchase additional shares to cover over-allotments). The Company used approximately $5.2 million of the proceeds to fund cash payments to or for the benefit of shareholders of the Related Corporations in connection with the reorganization effected immediately prior to the initial public offering, and approximately $2.2 million of the proceeds to repay indebtedness. The remaining $3.8 million of the proceeds, together with the cash flow from operations, will be used to finance the development of additional restaurants and for general working capital purposes. (see Note 3) At September 6, 1996, the Company had approximately $3.8 million in cash and short term investments, no long-term debt and $13.1 million in shareholders' equity. In addition, the Company has obtained a commitment from a commercial bank for a revolving credit facility providing for borrowings of up to $6.0 million (with a participation by another bank for advances over $3.0 million) that was effective upon completion of the public offering. During the second quarter, $600,000 of the facility was used for two days. There were no amounts outstanding at September 6, 1996. Advances under the line are unsecured and limited to short-term working capital purposes. The facility will expire on January 31, 1997, and the interest rate for borrowings thereunder is the lead bank's prime rate. The Company primarily requires capital for the development and opening of new restaurants. Prior to the Company's initial public offering, the Company financed most of its capital expenditures with cash provided by operating activities, proceeds from the issuance of common stock of the Related Corporations, and from other shareholder contributions. Because most of the Company's restaurants have been established by converting existing restaurant facilities to the Sagebrush concept, the Company's capital expenditures principally have been for leasehold improvements, machinery, equipment, furniture and fixtures. The Company's substantial growth has not historically required significant additional working capital. Sales are predominantly cash, and the business does not require the maintenance of significant receivables or inventories. In addition, it is common to receive trade credit on the purchase of food, beverage and supplies, thereby reducing the need for incremental working capital to support sales increases. The Company currently plans to open six restaurants in 1996 (of which 4 had opened by September 6, 1996), and eight to ten in 1997. With the third quarter openings of "Sagebrush Steakhouse & Saloon" restaurants in Lynchburg, Virginia and Morristown, Tennessee, the Company now operates 26 restaurants in North Carolina, South Carolina, Tennessee and Virginia. Fourth quarter restaurant openings will be in Colonial Heights, Virginia and Greenwood, South Carolina. Construction began on sites in Mount Airy and Salisbury, North Carolina subsequent to the end of the quarter. While the Company expects to own rather than lease some of its restaurant locations in the future, it plans to continue its practice of leasing and renovating existing facilities whenever possible. The Company's cost of opening a restaurant when the Company leases and renovates an existing building is approximately $500,000, including the costs of renovating the facility, purchasing necessary equipment and training personnel. The Company's cost of building a restaurant on land the Company purchases ranges from $1.2 million to $1.6 million. Assuming that the Company opens a total of 6 restaurants in 1996, Management expects capital expenditures to range from $5.0 million to $6.0 million, of which $4.0 million had been expended through September 6, 1996. Management believes that the Company's $3.8 million of cash and short-term investments together with cash flow from operations will be sufficient to fund capital expenditures through the first part of 1997. Inflation The impact of inflation on food, labor, equipment, land and construction costs could affect the Company's operations. A majority of the Company's employees are paid hourly rates related to federal and state minimum wage laws. In addition, most of the Company's leases require the Company to pay taxes, insurance, maintenance, repairs and utility costs, and these costs are subject to inflationary pressures. The Company may attempt to offset the effect of inflation through periodic menu price increases, economies of scale in purchasing and cost controls and efficiencies at existing restaurants. Management believes that inflation has had no significant impact on costs during the first three quarters of 1996 or 1995, primarily because the largest single item of expense, food costs, has remained relatively stable during this period. Part II - Other Information (a) Exhibits. Exhibit 27 Financial Data Schedule (filed in electronic format only) (b) Reports on Form 8-K. None 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. SAGEBRUSH, INC. Date October 24, 1996 By: \s\ Noland M. Mewborn Noland M. Mewborn, Vice President, Treasurer and CFO (Principal Financial Officer)