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Quiznos Corp · 10QSB · For 3/31/96

Filed On 5/15/96   ·   Accession Number 915803-96-1   ·   SEC File 0-23174

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  As Of                Filer                Filing    For/On/As Docs:Size

 5/15/96  Quiznos Corp                      10QSB       3/31/96    2:28K

Quarterly Report — Small Business   —   Form 10-QSB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10QSB       Quarterly Report -- Small Business                    14±    65K 
 2: EX-27       Financial Data Schedule                                1      5K 


10QSB   —   Quarterly Report — Small Business
Document Table of Contents

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11st Page   -   Filing Submission
"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 None
"Item 5. Other Information None


UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 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 000-23174 THE QUIZNO'S CORPORATION Colorado 84-1169286 7555 East Hampden Avenue, Suite 601 Denver, Colorado 80231 Registrant's Telephone Number Is (303) 368-9424 Check whether issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 State the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Outstanding at Class May 10, 1996 Common Stock, $0.001 par value 2,864,757 shares THE QUIZNO'S CORPORATION Commission File Number: 000-23174 Quarter Ended March 31, 1996 FORM 10-QSB Part I FINANCIAL INFORMATION Consolidated Statements of Operations Page 1 Consolidated Balance Sheets Page 2 Consolidated Statements of Cash Flows Page 4 Consolidated Statement of Stockholders' Equity Page 6 Notes to Consolidated Financial Statements Page 7 Management's Discussion and Analysis of Financial Condition and Results of Operations Page 9 [Download Table] THE QUIZNO'S CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS Three Months Ended March 31, 1996 1995 REVENUE: Royalty fees $318,935 $209,576 Initial franchise fees 255,000 75,000 Area director marketing fees 250,486 180,895 Sales by Company owned stores 627,992 667,272 Sales by stores held for resale 16,946 89,943 Interest income 40,814 42,820 Other 55,170 36,770 1,565,343 1,302,276 EXPENSES: Sales and royalty commissions 133,726 26,477 Franchise advertising and promotion 88,573 7,451 General and administrative expenses 738,267 542,303 Cost of sales at Company stores 218,694 228,477 Cost of labor at Company stores 191,013 207,047 Other Company store expenses 208,718 266,315 Stores held for resale expenses 30,529 134,988 Loss of sale of Company stores 60,079 - Depreciation and amortization 71,643 54,888 Interest expense 17,149 32,796 Provision for loss on stores held for resale - 6,000 1,758,391 1,506,742 Net loss (193,048) (204,466) Preferred stock dividends (14,235) (14,235) Net loss applicable to common shareholders $(207,283) $(218,701) Net loss per share of common stock $(0.07) $(0.08) Weighted average common shares outstanding 2,864,757 2,861,250 [Download Table] THE QUIZNO'S CORPORATION CONSOLIDATED BALANCE SHEETS ASSETS March 31, December 31, 1996 1995 CURRENT ASSETS: Cash and cash equivalents $1,038,013 $1,684,422 Restricted cash 19,526 15,927 Accounts receivable, net of allowance for doubtful accounts of $13,877 in 1996 and $11,777 in 1995 322,624 276,522 Current portion of notes receivable 452,156 304,918 Other current assets 226,559 155,973 Assets of stores held for resale - 144,499 Total current assets 2,058,878 2,582,261 Property and equipment, at cost, net of accumulated depreciation and amortization of $168,980 in 1996 and $144,561 in 1995 1,282,657 1,083,476 OTHER ASSETS: Intangible assets, net of accumulated amortization of $463,803 in 1996 and $414,500 in 1995 511,203 537,149 Deferred assets 475,799 588,051 Deposits 20,544 31,454 Notes receivable 681,978 528,484 Total other assets 1,689,524 1,685,138 $5,031,059 $5,350,875 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $671,929 $713,446 Accrued liabilities 77,187 53,168 Line of credit 130,000 160,000 Current portion of long term obligations 163,631 171,217 Provision for loss on stores sold 23,892 58,000 Total current liabilities 1,066,639 1,155,831 Line of credit 190,505 215,505 Long term obligations 303,494 341,453 Other liabilities 2,226 12,101 Deferred revenue 1,358,648 1,309,155 Total liabilities 2,921,512 3,034,045 STOCKHOLDERS' EQUITY: Preferred stock, 6.5% cumulative, convertible,$.001 par value, liquidation value of $6 per share plus unpaid and accumulated dividends, 1,000,000 authorized, issued and outstanding 146,000 in 1995 and in 1994 146 146 Common stock, $.001 par value, 9,000,000 shares authorized, issued and outstanding 2,864,757 in 1996 and 1995 2,865 2,865 Additional paid in capital 3,276,120 3,290,355 Accumulated deficit (1,169,584) (976,536) Total stockholders' equity 2,109,547 2,316,830 $5,031,059 $5,350,875 [Download Table] THE QUIZNO'S CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS Three Months Ended March 31, 1996 1995 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $(193,048) $(204,466) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 73,722 54,889 Provision for losses on accounts receivable 2,100 1,100 Reserve for losses on stores sold (19,609) 8,788 Promissory notes accepted for area director fees (178,986) - Changes in assets and liabilities: Restricted cash (3,600) (268) Accounts receivable (100,454) (5,925) Other current assets (70,586) (66,434) Accounts payable (41,517) (15,699) Accrued liabilities 24,018 59,582 Deferred franchise costs 112,253 (10,186) Deferred initial franchise fees 49,493 74,812 Other (9,875) - Net cash used in operations (356,089) (103,807) CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property and equipment (93,600) (24,788) Acceptance of notes receivable (119,611) (60,902) Principle payments received on notes receivable 50,117 -- Intangible assets (23,357) -- Change in deposits 10,910 6,516 Investment in stores under development - (27,672) Net cash used in investing activities (175,541) (106,846) (continued on next page) [Download Table] THE QUIZNO'S CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (continued from previous page) Three Months Ended March 31, 1996 1995 CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of note payable 5,000 - Principle payments on long term obligations (50,544) (66,835) Principle payments on lines of credit (55,000) -- Dividends paid (14,235) (14,235) Net cash (used) provided by financing activities (114,779) (81,070) Net increase (decrease) in cash (646,409) (291,723) Cash, beginning of period 1,684,422 3,112,575 Cash, end of period $1,038,013 $2,820,852 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid during the period for interest $17,149 $32,796 SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES: During the first quarter of 1996, the Company subleased a Company owned restaurant and granted the sublessee an option to purchase the restaurant through December 31, 1995 for $135,000. During the first quarter of 1996, the assets of the restaurant were reclassified from Assets of Stores Held for Resale to Property and Equipment, and written down to the amount of the option price, with the loss, which had been accrued at December 31, 1995, charged to Provision for Loss on Stores Held for Resale. During the first quarter of 1995 the Company issued 2,500 shares of its $.001 par value common stock to Berger Restaurant Corporation in exchange for the general partner's interest in Quiz One Limited Partnership owned by Berger Restaurant Corporation. The shares and the general partner's interest were valued at $10,000. [Enlarge/Download Table] THE QUIZNO'S CORPORATION CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY Convertible Additional Preferred Stock Common Stock Paid-in Accumulated Shares Amount Shares Amount Capital Deficit Balances at January 1, 1995 146,000 $146 2,860,000 $2,860 $3,339,495 $(684,964) Issuance of common stock in exchange for general partnership interest - - 2,500 3 9,997 -- Purchase price paid for Quiz One Limited Partnership general partner's interest over historical book value (goodwill) - - - - (10,000) - Issuance of common stock pursuant to employee benefit plan - - 2,257 2 7,803 - Preferred stock dividends - - - - (56,940) - Net loss - - - - - (193,048) Balances at Dec. 31, 1995 146,000 146 2,864,757 2,865 3,290,355 1,169,584) Preferred stock dividends - - - - (14,235) - Net loss - - - - - (193,048) Balances at March 31, 1996 146,000 $146 2,864,757 $2,865 $3,276,120 $(1,169,584) THE QUIZNO'S CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. In the opinion of management, all adjustments, consisting only of normal recurring adjustments necessary for a fairstatement of (a) the results of consolidated operations for the three month periods ended March 31, 1996 and March 31, 1995, (b) the consolidated financial position at March 31, 1996, (c) the statements of cash flows for the three month periods ended March 31, 1996, and March 31, 1995, and (d) the consolidated changes in stockholders' equity for the three month period ended March 31,1996, have been made. 2. The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for financial statements. For further information, refer to the audited consolidated financial statements and notes thereto for the year ended December 31, 1995, included in the Company's Annual Report on Form 10-QSB to the Securities and Exchange Commission filed on March 29, 1996. 3. The results for the three month period ended March 31, 1996 are not necessarily indicative of the results for the entire fiscal year of 1996. 4. RELATED PARTY TRANSACTIONS In 1995, the Company sold the Detroit area directorship to Michigan Restaurant Development Corp., which is 100% owned by a majority stockholder of the Company, for $150,000 paid in cash. Two directors of the Company own more than 50% of the outstanding shares of Illinois Food Managers, Inc., which owns the Chicago area directorship and two operating franchises in Chicago. Two directors of the company own 55% of S&K Food Services, Inc., which was a franchisee until such franchise was sold in October, 1995. Two shareholders of the Company loaned Schaden and Schaden, Inc. (Schaden) $99,243 in 1991 and another $62,000 in 1994 under notes payable agreements. The notes were assumed by the Company when it acquired Schaden in 1994. THE QUIZNO'S CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) 4. RELATED PARTY TRANSACTIONS (continued) Summarized below is a recap of related party transactions included in the financial statements as of March 31: [Download Table] 1996 1995 Assets Accounts receivable $8,112 $20,680 Current portion of notes receivable 8,352 5,010 Notes receivable 52,752 24,979 Liabilities Current portion of long term obligations 19,659 35,639 Long term obligations 8,209 104,694 Revenue Royalty fees 6,095 13,436 Other income 4,350 7,350 Expenses General and administrative 17,441 13,928 THE QUIZNO'S CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Overview The Company's primary business, and the focus of its organizational structure, continues to be franchising QUIZNO'S restaurants. As a franchisor, revenue is derived from; (1) area director marketing fees, (2) initial franchise fees, and (3) royalties paid by franchisees. Area director fees occur only once for each exclusive area sold. Although the Company believes there are a substantial number of markets remaining to be sold, eventually such fees are expected to decline as the number of available remaining markets decline. Initial franchise fees are one time fees paid upon the sale of a franchise and vary directly with the number of franchises the Company can sell and open. Royalties, on the other hand, are ongoing fees paid by every franchised restaurant and will increase as the number of franchised restaurants increase. Each of these sources of revenue contributes to the profitability of the Company, but the relative contribution of each source will vary as the Company matures. The Company expects that over time initial franchise fees and royalties will generate proportionally more revenue than area director marketing fees. The following chart reflects the Company's growth in terms of units, franchise sales, and systemwide sales. [Download Table] First Quarter 1996 1995 Restaurants open, beginning 105 66 New restaurants opened 13 6 Restaurants closed (2) - Restaurants open, end 116 72 New franchises sold 24 9 Initial franchise fees collected $425,000 $160,000 Systemwide sales $7.2 million $5.6 million Same store sales (2, 3) down 8.9% down .7% Average unit volume for the prior calendar year (1, 3) $321,000 $363,000 THE QUIZNO'S CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) (1) In 1994, the Quizno's restaurant was significantly redesigned to reduce initial costs, reduce breakeven sales levels, and to fit the units in spaces 50% to 60% smaller than previously required. The Company expected reduced sales at these smaller locations, but with a corresponding reduction in operating costs, including rent, labor and utilities. Thus, although volumes are lower, the breakeven point is also lower, resulting in approximately the same return on sales and a higher return on investment for such locations. (2) Same store sales is based on 64 stores. 41 of these 64 stores are located in Colorado, the Company's largest market for Quizno's restaurants. In keeping with a recent industry trend, many QSR chains are experiencing reduced same store sales. Quizno's decrease is attributable, in large part to the fact that included in the mix are the Company's top-volume stores in Colorado which are approaching their maturity after several years of double digit growth. The other factor that impacted the Company's decrease is the fact that some new market stores, which are not yet operating in markets built out to a critical mass, have come into the mix. In response, the Company has replaced the head of its marketing department with a person having substantial experience and credentials in the quick service restaurant industry, committed to contribute up to an addition $360,000 to retail advertising in 1996, and, beginning in March of 1996, offered a value priced meal in many of its markets backed by the largest media advertising campaign in the Company's history. (3) Because the Company is and will continue to be in an aggressive growth mode for the next few years, it is anticipated that same store sales will fluctuate as we track units operating in evolving market mixes. The Company will continue to concentrate on its overall rapid growth as a primary goal and to provide interpretation of same store sales from year to year. Results of Operations Comparison of the First Quarter of 1996 with the First Quarter of 1995 Total revenue increased 20% in the first quarter of 1996 to $1,565,343 from $1,302,276 for the same quarter last year. Royalty fees increased 52% in the first quarter of 1996 to $318,935 from $209,576 in the same quarter last year. Royalty fees are a percentage of each franchisee's sales paid to the company weekly or monthly and will increase as new franchises open, sales increase, and as the average royalty percentage increases. Company owned stores do not pay royalties. At March 31, 1996 there were 108 franchises open as compared to 63 at March 31, 1995. The royalty fee is between 4% and 6%, depending on when the franchise was purchased. The Company has no immediate plans to further increase the royalty percent. THE QUIZNO'S CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) Initial franchise fees increased 240% in the first quarter of 1996 to $255,000 from $75,000 in the same quarter last year. Initial franchise fees are one time fees paid by franchisees at the time the franchise is sold, and are not recognized as income until the period in which all of the Company's obligations relating to the sale have been substantially performed, which generally occurs when the franchise opens. In the first quarter of 1996, the Company opened 13 franchises as compared to 6 franchises opened in the first quarter of 1995. The Company's initial franchise fee has been $20,000 since November 1, 1994. Some of the franchises opened in the first quarter of 1996 purchased the franchise before November 1, 1994 and paid an initial franchise fee less than $20,000. Beginning in 1996, the Company will sell an existing franchisee a second franchise for $15,000, and a third for $10,000. For franchises to be operated in non-traditional kiosk type locations with another business, the initial franchise fee is $10,000 for the first, $7,500 for the second, and $5,000 for additional franchises. For a limited period of time in 1996, estimated to begin June 1, 1996 and continue through August 15, 1996, the Company will sell to approved franchisees one additional franchise for every currently effective franchise agreement for an initial franchise fee of $1,000. Such franchises must be opened by December 31, 1996. If the purchaser does not have a franchise currently open, the first franchise must be open by December 31, 1996 and the second franchise, purchased under this discount program, must be opened by December 31, 1997. Area director marketing fees increased 38% in the first quarter of 1996 to $250,488 from $180,895. Area director marketing fees are one time fees paid to the Company for the right to sell franchises in a designated, non-exclusive, geographical area. The fee is $.03 per person in the designated area, plus a training fee of $10,000. The population based portion of the fee is deemed fully earned by the Company when the area director marketing agreement is signed and is recognized as income in that period. In the first quarter of 1996 the company sold four area directorships as compared to two area directorships sold in the first quarter of 1995. At March 31, 1996, the Company had a total of 49 area directors who owned areas encompassing a population base equal to approximately 45% of the population of the United States. THE QUIZNO'S CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) In 1995 the Company began offering long term financing to area director candidates for up to 50% of the area director marketing fee. The amount financed is required to be paid to the Company in installments over five years ranging from 11% to 15% interest. The promissory notes are personally signed by the area director and secured by collateral unrelated to the area directorship, usually a second mortgage in the area director's home. Of the four area directorships sold in the first quarter of 1996, one used this financing for $22,500. A portion, $156,486 as of March 31, 1996, of the area director marketing fees for the first quarter of 1996, were financed for terms of approximately 30 days. Sales by Company owned stores decreased by 6% in the first quarter of 1996 to $627,992 from $667,272 in the first quarter of 1995. In 1996, the Company operated seven stores for the full three months (the eighth store is located in a baseball stadium and did not re-open until April). In the first quarter last year, the Company also operated seven stores. During the first quarter of 1996 the Company earned a profit of $9,567 at Company stores compared to a loss of $34,567 in the same quarter last year. Management does not expect to acquire or sell a significant number of Company stores in 1996. The net loss from stores held for resale was $13,583 in the first quarter of 1996. The 1996 loss is attributable to one store taken over during the quarter from a franchisee and operated by the Company until it was resold to a new franchisee on March 31, 1996. Sales and royalty commissions expense increased 405% to $133,726 in the first quarter of 1996 from $26,477 in the first quarter of 1995. Sales and royalty commissions represent amounts paid to the area directors of the Company under the new area director program implemented in March of 1995. Since this program was not implemented until the end of the first quarter of 1995, the related expenses for that quarter were small. Area directors receive a sales commission equal to 50% of the initial franchise fees received by the Company for franchises sold and opened in the area directors territory. Area directors also are paid 40% of the royalties received by the Company from franchises open in the area directors territory. In exchange for these payments, the area director is required to market and sell franchises, provide location selection assistance, provide on-site opening assistance to new franchisees, and perform monthly quality control reviews at each franchise open in the area director's territory. Sales and royalty commission expense is expected to continue to increase in direct proportion to the number of franchise openings and the increase in royalty fee revenue. THE QUIZNO'S CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) Franchise advertising and promotion expenses increased to $88,573 in the first quarter of 1996 from $7,451 in the first quarter of 1995. The increase reflects the Company's commitment to an aggressive and rapid franchise sales and development program, which includes consistent and regular national advertising of the Company's franchise opportunity combined with regularly scheduled orientation and discovery days for franchise and area director candidates. General and administrative expenses increased 36% to $738,267 for the first quarter of 1996 from $542,303 in the same quarter last year. General and administrative expenses include all of the operating expenses of the Company. The Company believes its general and administrative expenses are adequate and are not excessive in relation to the size of the Company. Loss on sale of Company stores was $60,079 in the first quarter of 1996. The loss is primarily related to a franchised store in Missouri that was taken over by the Company from a franchisee and sold to a new franchisee, all within the first quarter of 1996. In addition, the Company incurred costs related to the sale of a Company owned store in Michigan sold in the first quarter of 1996 that were over and above the amount reserved at December 31, 1995. There were no Company stores sold in the first quarter of 1995. LIQUIDITY AND CAPITAL RESOURCES Net cash used by operating activities in the first quarter of 1996 was $356,089 compared to cash used in operating activities of $103,807 in the same quarter last year. Of the $356,089 used in operations in the first quarter of 1996, $178,986 is attributable to promissory notes accepted for area director fees, of which $156,486 was paid within the five weeks after the end of the quarter. Net cash used in investing activities in the first quarter of 1996 was $175,541 compared to cash used in investing activities of $106,846 in the first quarter of 1995. Cash used by investing activities in the first quarter of 1996 was primarily related to the acceptance of a promissory note for $115,000 related to the sale of a store located in Missouri on March 31, 1996. THE QUIZNO'S CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) Cash used by financing activities in the first quarter of 1996 was $114,779 compared to cash used by financing activities of $81,070 in the same quarter last year. The amounts for both years represent primarily cash used for the reduction of debt and the payment of preferred stock dividends. The Company had cash and cash equivalents of $1,038,013 and positive working capital of $992,239 at March 31, 1996. The Company has a commitment to build and finance a turnkey store in Florida on behalf of a franchisee, if requested. The Company currently has no other commitments to build turnkey stores, nor does the Company any longer offer a turnkey development program to its franchisees. The Company has made commitments and has plans under way in which it will provide up to approximately $360,000 in funds to be used for retail advertising by franchisee advertising cooperatives in several markets in 1996. Of this amount, approximately $170,000 will be in the form of interest bearing loans that will be repaid in 1997. The balance of approximately $190,000 will be grants that will be expensed by the Company in 1996. Other than the above, the Company's operations as a franchisor are not capital intensive. The Company has been able to finance its operations and growth, excluding company owned stores, through initial franchise fees, area director fees, and royalties. The Company does not expect seasonality to effect its operations in a materially adverse manner. However, the Company's restaurant sales, and therefore royalties, during the months of November through February are generally lower due to the location of most of its restaurants. THE QUIZNO'S CORPORATION Commission File Number: 000-23174 Quarter Ended March 31, 1996 Form 10-QSB 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 None.  Item 5. Other Information None. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits Required by Item 601 of Regulation S-B No exhibits are included with this report. (b) Reports on Form 8-K No reports on Form 8-K were filed during the quarter for which this report is filed. THE QUIZNO'S CORPORATION Commission File Number: 000-23174 Quarter Ended March 31, 1996 Form 10-QSB SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. THE QUIZNO'S CORPORATION By: Original signed by John L. Gallivan John L. Gallivan Chief Financial Officer (Principal Financial and Accounting Officer) Denver, Colorado May 14, 1996

Dates Referenced Herein   and   Documents Incorporated By Reference

This 10QSB Filing   Date   Other Filings
11/1/94
3/31/95
12/31/95
3/29/96
For The Period Ended3/31/9610QSB/A
5/10/96
5/14/96
Filed On / Filed As Of5/15/96
6/1/96
8/15/96
12/31/9610KSB, DEF 14A
12/31/9710KSB, 10KSB/A, 8-K, 8-K/A
 
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