ITEM 1. BUSINESS
GENERAL
Back Yard Burgers operates and franchises quick-service and fast-casual restaurants in Memphis, Little Rock, Nashville and other markets across 17 states. Our restaurants specialize in charbroiled, freshly prepared, great tasting food. As our name implies, we strive to offer the same high-quality ingredients and special care typified by outdoor grilling in your own back yard. Our menu features made-to-order gourmet 100% Black Angus hamburgers and chicken sandwiches - charbroiled over an open flame, fresh salads, chili and other special entrees as well as hand-dipped milkshakes, fresh-made lemonade and fresh-baked cobblers. As of December 29, 2001, our operations included 37 company-operated restaurants and 67 franchised restaurants.
CORPORATE HISTORY
The company was incorporated in December, 1986 as Back Yard Burgers, Inc., a Mississippi corporation, and opened its first restaurant in Cleveland, Mississippi in March 1987. The company was reorganized under the laws of the State of Delaware in January 1991. The company consummated its initial public offering on July 2, 1993 and its common stock has traded on the Nasdaq SmallCap Market since that time.
OPERATING STRATEGY
Our restaurants are designed to project a back yard theme that emphasizes charbroiled, freshly prepared, great tasting food, including gourmet 100% Black Angus hamburgers, chicken sandwiches and other gourmet items as customers would prepare in their own back yard. Our operating strategy includes:
- offering a diverse menu of freshly prepared food items that are competitive with the everyday prices of the three largest hamburger chains;
- utilizing restaurant designs featuring a single drive-thru concept integrated with an inviting indoor dining area, which projects a uniform image and creates pleasing curb appeal;
- serving premium quality, great tasting food comparable to that of the best full-service casual dining restaurants;
- providing fast and friendly service with emphasis on a positive customer experience; and
- actively training, supervising and supporting franchised and company-operated restaurants.
GROWTH STRATEGY
During 2002, we will continue to focus on increasing same-store sales by emphasizing quality food and service. Our growth strategy is to continue to:
- set our restaurants apart from the fast-food competition by serving premium fast food, enhancing dine-in facilities and re-imaging existing facilities with the company's new logo and color schemes, so the design and feel of the restaurant will match the standards set by the quality of the food;
- improve the work flow of existing units to improve productivity and throughput;
- develop additional company-operated restaurants in existing markets and fund such development with cash flow from operations and potentially additional debt financing;
- develop additional franchised restaurants with a committed and experienced group of franchisees; and
- nurture relationship with and provide support as needed to new business partner, Tricon Global Restaurants, Inc. under our multi-brand development agreement to promote additional unit growth. This agreement was entered on January 2, 2002, and under the terms of the agreement, Back Yard Burgers granted Tricon the right to use the Back Yard Burgers trademarks in connection with the establishment and operation of up to ten Back Yard Burgers outlets as part of multi-brand units with Taco Bell, Pizza Hut and/or KFC operations. It is anticipated that the first ten outlets will be constructed and opened by 2003, of which at least six are expected to be opened during 2002. The development agreement also grants Tricon an option to co-brand up to 500 additional restaurants within certain geographic areas if the development schedule for the initial ten outlets is being met. The operating results of the first ten outlets could be a determining factor in whether or not the option is exercised.
RESTAURANT OPERATIONS
RESTAURANT LOCATIONS. The following tables set forth the number of restaurants located in each market of the company's system at December 29, 2001.
(1) The "Other Markets" portion of the table reflects the total number of restaurants located in such markets by state. Other markets for the restaurants range from small towns to large cities where franchisees have only one restaurant.
The following table sets forth information as to the sales of both company-operated and franchised restaurants in operation for the periods indicated.
RESTAURANT OPENINGS AND CLOSINGS. The following table presents an activity summary of the company-operated and franchised restaurants during the periods presented.
(a) Subsequent to December 29, 2001, two company-operated restaurants opened in Memphis, TN.
(b) Subsequent to December 29, 2001, two franchised restaurants closed, one in Chattanooga, TN and one in Bossier City, LA and one franchised restaurant opened in Somerset, KY.
SITE SELECTION. The company believes that the location of a restaurant is critical to its success. Management inspects each potential restaurant site prior to final selection of the site. In evaluating particular sites, the company considers various criteria including traffic count, speed of traffic, convenient access, size and configuration, demographics and density of population, visibility and cost. The company also reviews potential competition and the sales and traffic counts of national and regional chain restaurants operating in the area. A majority of both company-operated and franchised restaurants are located on leased land.
RESTAURANT DESIGN AND SERVICE. The restaurants are built to company-approved specifications in configurations including:
- single drive-thru with indoor dining; and
- double drive-thru without indoor dining.
In some circumstances, restaurants may be constructed via the conversion of buildings used previously by other concepts, including other restaurants. The restaurants range in size from 820 square feet to 4000 square feet. The restaurants also include company-approved interior and exterior decor, equipment, fixtures, furnishings, signs, parking and site improvements. The restaurants have a highly visible, distinctive and uniform look that is intended to appeal to customers of all ages.
Prior to 1994, the company operated and franchised predominately double drive-thru restaurants without indoor dining. Since that time, the company has added a number of indoor dining facilities to its operations, including the retrofitting of many existing double drive-thru restaurants to include indoor dining. At December 29, 2001, the number of restaurants with indoor dining was 28 company-operated facilities and 53 franchised facilities.
It is the company's objective to serve customers within 60 seconds of their arrival at the drive-thru window. Each restaurant has a computerized point-of-sale system which displays each individual item ordered on a monitor in front of the food and drink preparers. This enables the preparers to begin filling an order before the order is completed and totaled, and thereby increases the speed of service to the customer and the number of sales per hour. The restaurants are generally open from 12 to 15 hours per day, seven days a week, for lunch, dinner and late-night snacks and meals.
SUPPLIES. The company and its franchisees purchase their food, beverages and supplies from company-approved suppliers. All products must meet standards and specifications set by the company. Management constantly monitors the quality of the food, beverages and supplies provided to the restaurants. The company has been successful in negotiating price concessions from suppliers for bulk purchases of food and paper supplies used by the restaurants. The company believes that these arrangements have achieved cost savings, improved food quality and consistency and helped decrease volatility of food and supply costs for the restaurants. All essential food and beverage products are available or, upon short notice, could be made available from alternate qualified suppliers.
MANAGEMENT AND EMPLOYEES. Each company-operated restaurant employs an average of approximately 25 employees, many of whom work part-time. The management staff of a typical restaurant operated by the company consists of a unit supervisor and two co-unit supervisors. Each company-operated restaurant unit supervisor reports directly to a district manager. The district managers are able to provide close, hands-on management of each company-operated restaurant since they have responsibility for only five to eight restaurants. Each district manager reports directly to a director of operations.
SUPERVISION AND TRAINING. The company believes that training and personnel development are crucial to its success. The company's training program is an intensive four-week program consisting of both in-store and classroom training. The in-store training stresses food quality, fast, friendly customer service, restaurant cleanliness, and proper management operations of a quick service restaurant. The classroom training consists of such topics as food safety and sanitation, employment laws and regulations, interviewing and hiring of employees, and systems to control both food and labor costs. Prior to opening, each restaurant must have a minimum of three trained and certified managers that have successfully completed the company training program.
The company sends a store opening team for each new restaurant opening. The team arrives prior to the opening and stays during the first several days of operation. The primary function of the store opening team is to ensure a smooth and successful new store opening by assisting the franchisee's management staff in the training and development of their employees.
The company has a staff of three franchise field consultants that visits each restaurant in their territory every eight to ten weeks. Franchise field consultants act as business consultants to franchisees to ensure that each restaurant is providing quality products and fast, friendly service. The franchise field consultant acts as the communication link between the company and each franchisee. In addition, the consultant assists in developing business and marketing plans, as well as assisting in the training and development of the franchisee's staff. Presently, the company has one franchise field consultant for each 22 restaurants. That ratio will increase as existing franchisees develop new stores within existing territories. Franchise consultants are compensated on a fixed salary basis.
ADVERTISING AND PROMOTION. Marketing promotions are planned by the company's national marketing committee made up of four company employees and four franchisees, two chosen by the company's franchise association and two chosen by the company and certain of its executive officers. Production of some marketing materials is paid for through a national advertising fund, which collects 1% of taxable sales from each franchisee and company-operated restaurant. Of that 1%, 50% goes toward the creation of marketing tools such as advertising copy for use on local radio and television, ad slicks, four-color art, design and other collateral pieces and marketing expenses and 50% goes toward testing new products and systems, market research, improvements in operation methods and techniques or for other such purposes that the company deems to be in the interest of improving operations and earnings of restaurants.
Franchisees are required to participate in the seasonal promotions, which are supported by television, radio, newspaper, banners, point-of-purchase materials and other local store marketing activities. The company's marketing manual outlines advertising and public relations promotions as well as new store opening information, grand opening information, trade area surveys and describes how to write a marketing plan and budget for the franchisee's area. Marketing is supported by a staff consisting of a marketing director and marketing managers who coordinate plans and implementation with a national advertising agency. Approved suppliers are set up to facilitate such things as uniforms and collateral materials.
RESTAURANT REPORTING. Each restaurant has a computerized point-of-sale system monitored by the management of the restaurant. With this system, managers are able to monitor sales, labor and food costs, customer counts and other pertinent information every 30 minutes that the restaurant is open. This information allows a manager to better control labor utilization, inventories and operating costs. For company-operated restaurants, management monitors sales, food and labor costs, product mix, inventories and customer counts on a weekly basis and profit and loss statements and balance sheets on a monthly basis.
FRANCHISE OPERATIONS
STRATEGY. In addition to the development of company-operated restaurants, the company will continue to emphasize the development of additional franchised restaurants expected to be opened pursuant to existing area development agreements and franchise agreements as well as the pursuit of additional franchised restaurants pursuant to new area development agreements and franchise agreements. The company believes that it has attracted a committed and enthusiastic group of franchisees as a result of the strength of its concepts and operating strategies.
FRANCHISEE SUPPORT SERVICES. The company maintains a staff of well-trained and experienced restaurant operations personnel whose only responsibilities are to help train and assist franchisees in opening new restaurants and to monitor the operations of existing restaurants. These services are provided as part of the company's franchise program. Upon the opening of a new franchised restaurant, the company sends an opening team to the restaurant to assist the franchisee during the first several days that the restaurant is open. This management team works in the restaurant to monitor compliance with the company's standards as to quality of product and service. The company employs three franchise field consultants, each of whom supervises franchised restaurants in defined geographic areas. Each franchise field consultant has been fully trained by the company to assist franchisees in implementing the operating procedures and policies of the company once a restaurant is open. As part of these services, the
franchise service representative rates the restaurant's hospitality, food quality, speed of service and cleanliness and maintenance of facilities. The franchisees receive a written report of the findings and, if any deficiencies are noted, recommended procedures to be followed to correct such deficiencies.
The company also provides construction support services to its franchisees. All site plans must be approved by the company before construction or site improvements begin. These plans include information detailing building location, internal traffic patterns and curb cuts, location of utilities, walkways, driveways, signs and parking lots and a complete landscape plan. The company also approves all plans and specifications for the restaurant building to ensure uniformity of design of the building and the site improvements. The company's personnel also visit the site during construction, to meet with the franchisees and verify that all standards are met.
AREA DEVELOPMENT AND FRANCHISE AGREEMENTS. In addition to offering single unit franchise agreements, the company also promotes franchisees to enter into area development agreements. The area development agreement grants to the franchisee the exclusive right to develop and open a specified number of restaurants within a limited period of time and in a defined geographic territory and thereafter to operate each restaurant in accordance with the terms and conditions of the franchise agreement. The franchise agreement grants an exclusive license at a specified location to operate a restaurant in accordance with the Back Yard Burgers system and to utilize the company's trademarks, service marks and other rights of the company relating to the sale of its menu items. The term of a franchise agreement is 10 years, renewable for successive five year periods, if certain conditions pertaining to such renewal are met, including the payment of a $1,000 renewal fee.
Each area development agreement establishes the number of restaurants the franchisee is to construct and open in the territory during the term of the area development agreement after considering many factors, including the residential, commercial and industrial characteristics of the area, geographic factors, population of the area and the previous experience of the franchisee. The franchisee's development schedule for the restaurants is set forth in the area development agreement. As of December 29, 2001, the company had entered into franchise agreements and area development agreements with certain franchisees that require them to open or have under construction a minimum of 44 restaurants by the end of June 30, 2006. Of the 67 franchised restaurants as of December 29, 2001, 46 were being operated under area development agreements by multiple unit franchisees and 21 were being operated under single franchise agreements by single unit franchisees. The company may revoke an area development agreement of any franchisee who is unsuccessful in meeting its projected development schedule. During the past three years, the company has exercised its right to terminate eight area development agreements, five of which were during 2001, for lack of performance by multiple unit franchisees with respect to their projected development schedules. Additionally, during the past three years, two franchise agreements were terminated because of a lack of performance by single unit franchisees with respect to certain franchise agreement requirements, both of which were during 2001. The company believes that its overall experience with franchisees who commit to develop restaurants under franchise agreements and area development agreements has been favorable, although there can be no assurance that future performance by franchisees under these agreements will be successful.
The franchise agreement and area development agreement require that the franchisee submit information regarding proposed restaurant sites to the company for its review. The company does not arrange or make any provisions for financing the development of restaurants by its franchisees. Each franchisee is required to purchase all fixtures, equipment, inventory, products, ingredients, materials and other supplies used in the operation of its restaurants from approved suppliers, all in accordance with the company's specifications. The company provides a training program for management personnel of its franchisees. Under the terms of the franchise agreement, the company has adopted standards of quality, service and food preparation for franchised restaurants. Each franchisee is required to comply with all of the standards for restaurant operations as published from time to time in the company's operations manual.
The company may terminate a franchise agreement for several reasons, including among others, the franchisee's bankruptcy or insolvency, default in the payment of royalties or advertising fees to the company, failure to maintain standards set forth in the franchise agreement or operations manual, material violation of any law, ordinance or governmental rule or regulation or cessation of business. In such event, the company may also elect to terminate a multiple unit franchisee's area development agreement.
FRANCHISE FEES AND ROYALTIES. Under the current franchise agreement, each franchisee is generally required to pay a franchise fee of $25,000. If a franchisee purchases an area pursuant to an area development agreement, the franchisee must pay $25,000 for the first restaurant and agree to pay a franchise fee of $22,000 for each additional restaurant covered under the agreement. With respect to the area development agreement, the amount of the fee varies depending upon the number of restaurants the company estimates can be developed within the territory. Upon signing the area development agreement, the franchisee will pay to the company a franchise fee of $25,000 for the first restaurant, plus a $5,000 (per restaurant) area development fee (to be credited toward the subsequent $22,000 franchise fees(s)) for subsequent restaurants covered under the area development agreement. For example, for a franchisee whose area development agreement requires the development of five restaurants, the franchise fee will be $25,000 for the first restaurant, and $17,000 ($22,000 less $5,000) for each of the next four restaurants for an aggregate total of $113,000. Each franchisee is also generally required to pay the company a weekly royalty of 4% of the restaurant's taxable sales and to pay 1% of the restaurant's weekly taxable sales to the company's national advertising fund. Each restaurant is required to spend not less than 2% of the restaurant's taxable sales on local store marketing.
COMPETITION
RESTAURANT OPERATIONS. The restaurant industry, particularly the fast food segment, is highly competitive with respect to price, service, food quality and location and there are numerous well-established competitors possessing substantially greater financial, marketing, personnel and other resources than the company. The company believes that its primary direct competitors consist of McDonald's, Burger King and Wendy's. In addition, there are other national, regional and local fast food chains, many of which specialize in or offer hamburger products. The company can also be expected to face competition from a broad range of other restaurants and food service establishments. Many of the company's competitors have achieved significant national, regional and local brand name and product recognition and engage in extensive advertising and promotional programs, both generally and in response to efforts by additional competitors to enter new markets or introduce new products. In addition, the fast food industry is characterized by the frequent introduction of new products, accompanied by substantial promotional campaigns. In recent years, numerous companies in the fast food industry have introduced products positioned to capitalize on growing consumer preference for food products which are, or are perceived to be, healthful, nutritious, low in calories and low in fat content. It can be expected that the company will be subject to competition from companies whose products or marketing strategies address these consumer preferences. In addition, the market for suitable restaurant locations is highly competitive in that fast food companies, major restaurant companies and non-food companies compete for prime real estate sites.
CERTAIN FACTORS AFFECTING THE FAST FOOD RESTAURANT INDUSTRY. The company is constantly required to respond to various factors affecting the restaurant industry, including changes in consumer preferences, tastes and eating habits, demographic trends and traffic patterns, increases in food and labor costs and national, regional and local economic conditions. A number of fast food restaurant companies have recently been experiencing flattening growth rates and declines in average sales per restaurant, in response to which certain of such companies have adopted "value pricing" strategies. Such strategies could have the effect of drawing customers away from companies which do not engage in discount pricing, including the company, and could also negatively impact the operating margins of competitors.
FRANCHISE OPERATIONS. In addition to its restaurant operations, the company competes with fast food chains, major restaurant chains and other franchisors for franchisees. Many franchisors, including those in the restaurant industry have greater market recognition and greater financial, marketing and human resources.
TRADEMARKS AND SERVICE MARKS
The company believes its trademarks and service marks have significant value and are important to its marketing efforts. The company has registered certain trademarks and service marks (including the name "Great Little Burger") with the United States Patent and Trademark Office. The company has also registered the name "Back Yard Burgers" and the kettle and flame design as service marks. The company's policy is to pursue registration of its marks whenever possible and to oppose vigorously any infringement of its marks.
GOVERNMENT REGULATIONS
The company is subject to Federal Trade Commission regulation and several state laws which regulate the offer and sale of franchises. The company is also subject to state laws that regulate substantive aspects of the franchisor - franchisee relationship. The FTC's Trade Regulation Rule on Franchising requires the company to furnish to prospective franchisees a franchise offering circular containing information prescribed by this rule.
State laws that regulate the offer and sale of franchises and the franchisor - franchisee relationship presently exist in a substantial number of states. Such laws generally require registration of the franchise offering with state authorities and regulate the franchise relationship by, for example, requiring the franchisor to deal with its franchisees in good faith, prohibiting interference with the right of free association among franchisees, limiting the imposition of standards of performance on a franchisee and regulating discrimination against franchisees in charges, royalties or fees. Although such laws may restrict a franchisor in the termination of a franchise agreement by, for example, requiring "good cause" to exist as a basis for the termination, advance notice to the franchisee of the termination, an opportunity to cure a default and a repurchase of inventory or other compensation, these provisions have not had a significant effect on the company's franchise operations. The company is not aware of any pending franchise legislation which in its view is likely to affect significantly the operations of the company. The company believes that its operations comply in all material respects with rules and the applicable state franchise laws.
Each company-operated and franchised restaurant is subject to licensing and regulation by a number of governmental authorities, which may include health, sanitation, safety, fire, building and other agencies in the state or municipality in which the restaurant is located. Difficulties in obtaining or failure to obtain the required licenses or approvals could delay or prevent the development of a new restaurant in a particular area. The company is subject to federal and state environmental regulations, but these regulations have not had a material effect on the company's operations. More stringent and varied requirements of local governmental bodies with respect to zoning, land use and environmental factors could delay or prevent the development of a new restaurant in a particular area.
The company is also subject to state and federal labor laws that govern its relationship with its employees, such as minimum wage requirements, overtime and working conditions and citizenship requirements. Significant numbers of the company's food service and preparation personnel are paid at rates governed by the federal minimum wage. Accordingly, further increases in the minimum wage would increase the company's labor costs and may have an adverse effect on the company's operating margins.
EMPLOYEES
As of March 1, 2002, the company employed approximately 1,000 persons in its restaurant operations, 28 of whom are corporate personnel, 115 of whom are restaurant management and supervisory personnel and the remainder of whom are hourly restaurant personnel. Of the 28 corporate employees, 13 are in management positions and 15 are administrative or office employees.
ITEM 2.
ITEM 2. PROPERTIES
Of the 37 company-operated restaurants as of December 29, 2001, the company has entered into ground leases, as lessee, for 28 restaurants. The company owns the real property for 8 restaurants. The company's leases are generally written for a term of five to 15 years with one or more five-year renewal options. The company's average monthly lease cost for the 15 company-operated restaurants located on leased sites is approximately $3,900 per month. For the 13 restaurants where the company leases the building as well as the site, the average monthly cost is approximately $5,300 per month. Most leases are treated as operating leases. Leasehold improvements made by the company generally become the property of the landlord upon expiration or earlier termination of the lease; however, in most instances, if the company is not in default under the lease, modular buildings remain the property of the company and can be removed from the site upon expiration of the ground lease. With respect to the buildings and equipment relating to the 37 company-operated restaurants, management believes that its commercial insurance coverage is adequate. Also see "Business-Restaurant Operations."
The company's executive offices are located in approximately 7,500 square feet of leased space at 1657 N. Shelby Oaks Drive, Suite 105, Memphis, Tennessee 38134. The company's lease expires February 28, 2007 and provides for a minimum annual rent of $80,040. Also, BYB Properties, Inc., a wholly-owned subsidiary of the company, leases nominal office space at 103 Faulk Road, Suite 200, Wilmington, Delaware 19803. This lease expires on August 31, 2003, and provides for annual rent of $4,570.
ITEM 3.
ITEM 3. LITIGATION
The company is involved in certain litigation matters incidental to its business, including, but not necessarily limited to, claims alleging violations of the Civil Rights Act of 1964 and/or violations of federal and state discrimination laws. Aside from the cost of defense, such litigation is not presently considered by management to be material to the financial condition of the company.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS
No items are reportable hereunder.
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The company's common stock is traded and quoted on The Nasdaq SmallCap Market under the symbol "BYBI." The following table sets forth, for all periods indicated, the high and low closing bid prices for the common stock as reported by Nasdaq. Such price information contains inter-dealer prices, without retail mark-up, mark-down or commissions paid, and may not necessarily reflect actual transactions.
At March 22, 2002, the common stock was held of record by approximately 520 record stockholders. On March 22, 2002, the last sale price for the common stock as reported by Nasdaq was $6.45 per share.
The company has not paid or declared cash distributions or dividends and does not intend to pay cash dividends on the common stock or its preferred stock in the foreseeable future. Future cash dividends, if any, will be determined by the board of directors based on the company's earnings, financial condition, capital requirements and other relevant factors.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
Incorporated herein by reference from portions of the company's annual report to the stockholders for the year ended December 29, 2001, filed as Exhibit 13 to this Form 10-K.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Incorporated herein by reference from the company's annual report to the stockholders for the year ended December 29, 2001, filed as Exhibit 13 to this Form 10-K.
ITEM 7A.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Incorporated herein by reference from the company's annual report to the stockholders for the year ended December 29, 2001, filed as Exhibit 13 to this Form 10-K.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Incorporated herein by reference from the company's annual report to the stockholders for the year ended December 29, 2001, filed as Exhibit 13 to this Form 10-K.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
No items are reportable hereunder.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Certain information required herein is incorporated by reference from the company's definitive proxy statement for the annual meeting of stockholders to be held May 16, 2002, to be filed pursuant to Regulation 14A. Set forth below is certain information regarding the company's directors and executive officers.
Mr. Michael has been chairman and chief executive officer of the company since 1993. From 1987 to 1992, he was the company's president and chief executive officer. He has been a director since 1987.
Mr. Myers has been chief operating officer since August 1999 and was named president in April, 2001. From 1995 to 1999, he was a regional vice president for Whataburger, Inc.
Mr. Griffith has been executive vice president and secretary/treasurer of the company since 1993. From 1989 to 1992, he was the company's senior vice president of operations. He has been a director since 1989.
Mr. Webb has been chief financial officer since March 1999. From 1995 to 1999, he was the controller for Shepherd Tissue, Inc. From 1993 to 1995, he was a senior financial analyst for The Promus Companies. Prior to 1993, Mr. Webb was an auditor for KPMG Peat Marwick.
Mr. Henke has been a director since 1993. He has been an attorney with Henke-Bufkin since 1992.
Mr. Peterson is currently the chairman emeritus for Bojangles Restaurants, Inc., a director for Earful of Books, and immediate past chairman of Apigent Solutions. From 1994 to 1999, he was chairman, president and chief executive officer of Bojangles' Restaurants, Inc. Prior to joining Bojangles, he was president and chief executive officer for Whataburger, Inc. for 20 years.
Mr. Raiford has been a director since 1993. He has been an attorney with Merkel & Cocke, P.A. since 1989.
Mr. Weiss is currently president of A. Weiss Company, a franchisee of the company. He was president and chief operating officer of the company from 1993 to 1999. He has been a director since 1989.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
Incorporated herein by reference from the company's definitive proxy statement for the annual meeting of stockholders to be held May 16, 2002, to be filed pursuant to Regulation 14A.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Incorporated herein by reference from the company's definitive proxy statement for the annual meeting of stockholders to be held May 16, 2002, to be filed pursuant to Regulation 14A.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Incorporated herein by reference from the company's definitive proxy statement for the annual meeting of stockholders to be held May 16, 2002, to be filed pursuant to Regulation 14A.
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a)(1) Consolidated Financial Statements
The following consolidated financial statements, notes related thereto and report of independent auditors are referenced in Item 8 of this Form 10-K and are incorporated herein by reference from the company's annual report to the stockholders for the year ended December 29, 2001, filed as Exhibit 13 to this Form 10-K:
- Consolidated Balance Sheets for the years ended December 29, 2001 and December 30, 2000
- Consolidated Statements of Operations for the years ended December 29, 2001, December 30, 2000 and January 1, 2000
- Consolidated Statements of Changes in Stockholders' Equity for the years ended December 29, 2001, December 30, 2000 and January 1, 2000
- Consolidated Statements of Cash Flows for the years ended December 29, 2001, December 30, 2000 and January 1, 2000
- Notes to Consolidated Financial Statements
- Report of Independent Accountants
(a)(2) Consolidated Financial Statement Schedules:
All schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are not applicable and therefore have been omitted.
(a)(3) Exhibits
(b) Reports on Form 8-K
None
(c) Exhibits
The exhibits to this report are listed in Item 14(a)(3) above.
(d) Financial Statement Schedule
Not applicable
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(*) Filed herewith.
(1) Previously filed with the Securities and Exchange Commission (the "Commission") as an Exhibit to the Registrant's Form SB-2 on April 20, 1993 (File No. 33-61356).
(2) Previously filed with the Commission as an Exhibit to the Registrant's Amendment No. 2 to Form SB-2 on June 25, 1993 (File No. 33-61356).
(3) Previously filed with the Commission as an Exhibit to the Registrant's Form 10-K, dated January 1, 1994 and filed on March 30, 1994.
(4) Previously filed with the Commission as an Exhibit to the Registrant's Form 10-K, dated December 31, 1994 and filed on March 31, 1995.
(5) Previously filed with the Commission as an Exhibit to the Registrant's Form 10-QSB, dated September 30, 1995 and filed on November 14, 1995.
(6) Previously filed with the Commission as an Exhibit to the Registrant's Form 10-K, dated December 30, 1995 and filed on March 29, 1996.
(7) Previously filed with the Commission as an Exhibit to the Registrant's Form 10-K, dated December 28, 1996 and filed on March 28, 1997.
(8) Previously filed with the Commission as an Exhibit to the Registrant's Form 10-K, dated January 3, 1998 and filed on April 3, 1998.
(9) Previously filed with the Commission as an Exhibit to the Registrant's Form 10-QSB dated April 4, 1998 and filed on May 19, 1998.
(10) Previously filed with the Commission as an Exhibit to the Registrant's Form 10-QSB dated July 4, 1998 and filed on August 14, 1998.
(11) Previously filed with the Commission as an Exhibit to the Registrant's Form 10-QSB dated October 3, 1998 and filed on November 17, 1998.
(12) Previously filed with the Commission as an Exhibit to the Registrant's Form 10-KSB dated January 1, 2000 and filed on April 2, 1999.
(13) Previously filed with the Commission as an Exhibit to the Registrant's Form 10-Q dated July 3, 1999 and filed on August 17, 1999.
(14) Previously filed with the Commission as an Exhibit to the Registrant's Form 10-K dated January 1, 2000 and filed on March 31, 2000.
(15) Previously filed with the Commission as an Exhibit to the Registrant's Form 10-K dated December 30, 2000 and filed on March 30, 2001.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
BACK YARD BURGERS, INC.
By: /s/ Lattimore M. Michael ------------------------------------ Lattimore M. Michael, Chairman and Chief Executive Officer
Date: March 28, 2002
Pursuant to the requirements of the Securities Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.