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 March 27, 2005
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES
EXCHANGE
ACT OF 1934
Commission
File Number: 000-26125
RUBIO'S
RESTAURANTS, INC.
(Exact
Name of Registrant as Specified in Its Charter)
|
DELAWARE |
33-0100303 |
|
(State
or Other Jurisdiction of
Incorporation
or Organization) |
(I.R.S.
Employer Identification Number) |
1902
WRIGHT PLACE, SUITE 300, CARLSBAD, CALIFORNIA 92008
(Address
of Principal Executive Offices, Including Zip Code)
(760)
929-8226
(Registrant's
Telephone Number, Including Area Code)
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. (1)
Yes x No o
Indicate
by check mark whether the registrant is an accelerated filer (as indicated in
Rule 12b-2 of the Exchange Act). Yes o No x
As of May
4, 2005 there were 9,369,280 shares of
the Registrant's common stock, par value $0.001 per share,
outstanding.
RUBIO’S
RESTAURANTS, INC.
TABLE OF
CONTENTS
| |
|
Page |
|
PART
I |
FINANCIAL
INFORMATION |
|
| |
|
|
|
Item
1. |
Financial
Statements |
|
| |
Consolidated
Balance Sheets at March 27, 2005 (unaudited) and December 26,
2004 |
3 |
| |
Consolidated
Statements of Income (unaudited) for the 13 weeks ended March 27, 2005 and
March 28, 2004 - Restated |
4 |
| |
Consolidated
Statements of Cash Flows (unaudited) for the 13 weeks ended March 27, 2005
and March 28, 2004 - Restated |
5 |
| |
Notes
to Consolidated Financial Statements (unaudited) |
6 |
|
Item
2. |
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations |
11 |
|
Item
3. |
Quantitative
and Qualitative Disclosures About Market Risk |
15 |
|
Item
4. |
Controls
and Procedures |
15 |
| |
|
|
|
PART
II |
OTHER
INFORMATION |
|
| |
|
|
|
Item
1. |
Legal
Proceedings |
16 |
|
Item
2. |
Unregistered
Sales of Equity Securities and Use of Proceeds |
16 |
|
Item
3. |
Defaults
Upon Senior Securities |
16 |
|
Item
4. |
Submission
of Matters to a Vote of Security Holders |
16 |
|
Item
5. |
Other
Information |
16 |
|
Item
6. |
Exhibits |
16 |
| |
Signatures |
17 |
PART I
- - FINANCIAL
INFORMATION
ITEM
1. FINANCIAL
STATEMENTS
RUBIO’S
RESTAURANTS, INC.
CONSOLIDATED
BALANCE SHEETS
(In
thousands, except share data)
| |
|
March
27,
2005 |
|
December
26,
2004 |
|
ASSETS |
|
(unaudited) |
|
|
|
|
CURRENT
ASSETS: |
|
|
|
|
|
|
Cash
and cash equivalents |
|
$ |
12,188 |
|
$ |
7,315 |
|
|
Short-term
investments |
|
|
1,690 |
|
|
5,190 |
|
|
Other
receivables |
|
|
1,565 |
|
|
1,176 |
|
|
Inventory |
|
|
1,894 |
|
|
1,537 |
|
|
Prepaid
expenses |
|
|
599 |
|
|
585 |
|
|
Deferred
income taxes |
|
|
497 |
|
|
885 |
|
|
Total
current assets |
|
|
18,433 |
|
|
16,688 |
|
| |
|
|
|
|
|
|
|
|
PROPERTY,
net |
|
|
30,672 |
|
|
31,596 |
|
|
GOODWILL |
|
|
193 |
|
|
193 |
|
|
LONG-TERM
INVESTMENTS |
|
|
3,546 |
|
|
3,553 |
|
|
OTHER
ASSETS |
|
|
395 |
|
|
405 |
|
|
DEFERRED
INCOME TAXES, net |
|
|
5,470 |
|
|
4,753 |
|
| |
|
|
|
|
|
|
|
|
TOTAL |
|
$ |
58,709 |
|
$ |
57,188 |
|
| |
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS’ EQUITY |
|
|
|
|
|
|
|
|
CURRENT
LIABILITIES: |
|
|
|
|
|
|
|
|
Accounts
payable |
|
$ |
1,803 |
|
$ |
2,337 |
|
|
Accrued
expenses and other liabilities |
|
|
11,132 |
|
|
9,305 |
|
|
Store
closure reserve |
|
|
92 |
|
|
114 |
|
|
Total
current liabilities |
|
|
13,027 |
|
|
11,756 |
|
| |
|
|
|
|
|
|
|
|
STORE
CLOSURE RESERVE |
|
|
515 |
|
|
541 |
|
|
DEFERRED
INCOME |
|
|
296 |
|
|
367 |
|
|
DEFERRED
RENT AND OTHER LIABILITIES |
|
|
4,452 |
|
|
4,764 |
|
|
DEFERRED
FRANCHISE REVENUE |
|
|
20 |
|
|
20 |
|
|
Total
liabilities |
|
|
18,310 |
|
|
17,448 |
|
| |
|
|
|
|
|
|
|
|
COMMITMENTS
AND CONTINGENCIES (NOTE 4) |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
STOCKHOLDERS’
EQUITY: |
|
|
|
|
|
|
|
|
Preferred
stock, $0.001 par value, 5,000,000 shares authorized, no shares issued or
outstanding |
|
|
-- |
|
|
-- |
|
|
Common
stock, $0.001 par value, 35,000,000 shares authorized, 9,310,375 issued
and outstanding in 2005, and 9,306,449 issued and outstanding in
2004 |
|
|
9 |
|
|
9 |
|
|
Paid-in
capital |
|
|
44,367 |
|
|
44,172 |
|
|
Accumulated
other comprehensive income (loss), net |
|
|
(10 |
) |
|
15 |
|
|
Accumulated
deficit |
|
|
(3,967 |
) |
|
(4,456 |
) |
|
Total
stockholders’ equity |
|
|
40,399 |
|
|
39,740 |
|
|
|
|
|
|
|
|
|
|
|
TOTAL |
|
$ |
58,709 |
|
$ |
57,188 |
|
See notes
to consolidated financial statements-unaudited.
RUBIO’S
RESTAURANTS, INC.
CONSOLIDATED
STATEMENTS OF INCOME - UNAUDITED
(In
thousands, except per share data)
| |
|
13
Weeks Ended |
|
| |
|
March
27, 2005 |
|
March
28, 2004 (As restated, see Note 6) |
|
|
REVENUES: |
|
|
|
|
|
|
Restaurant
sales |
|
$ |
33,698 |
|
$ |
33,503 |
|
|
Franchise
and licensing revenues |
|
|
59 |
|
|
34 |
|
|
TOTAL
REVENUES |
|
|
33,757 |
|
|
33,537 |
|
| |
|
|
|
|
|
|
|
|
COSTS
AND EXPENSES: |
|
|
|
|
|
|
|
|
Cost
of sales |
|
|
9,110 |
|
|
9,152 |
|
|
Restaurant
labor, occupancy and other |
|
|
19,003 |
|
|
18,911 |
|
|
General
and administrative expenses |
|
|
2,942 |
|
|
2,903 |
|
|
Depreciation
and amortization |
|
|
1,935 |
|
|
1,818 |
|
|
Pre-opening
expenses |
|
|
49 |
|
|
94 |
|
|
Asset
impairment and store closure reversal |
|
|
-- |
|
|
(10 |
) |
|
Loss
on disposal/sale of property |
|
|
3 |
|
|
3 |
|
|
TOTAL
COSTS AND EXPENSES |
|
|
33,042
|
|
|
32,871
|
|
|
OPERATING
INCOME |
|
|
715 |
|
|
666 |
|
| |
|
|
|
|
|
|
|
|
OTHER
INCOME (EXPENSE): |
|
|
|
|
|
|
|
|
Interest
and investment income |
|
|
82 |
|
|
42 |
|
|
INCOME
BEFORE INCOME TAXES |
|
|
797 |
|
|
708 |
|
|
INCOME
TAX EXPENSE |
|
|
308 |
|
|
283 |
|
|
NET
INCOME |
|
$ |
489 |
|
$ |
425 |
|
| |
|
|
|
|
|
|
|
|
NET
INCOME PER SHARE: |
|
|
|
|
|
|
|
|
Basic
and Diluted |
|
$ |
0.05 |
|
$ |
0.05 |
|
| |
|
|
|
|
|
|
|
|
SHARES
USED IN CALCULATING NET INCOME PER SHARE: |
|
|
|
|
|
|
|
|
Basic |
|
|
9,311 |
|
|
9,105 |
|
| |
|
|
|
|
|
|
|
|
Diluted |
|
|
9,679 |
|
|
9,185 |
|
See notes
to consolidated financial statements-unaudited.
RUBIO’S
RESTAURANTS, INC.
CONSOLIDATED
STATEMENTS OF CASH FLOWS - UNAUDITED
(In
thousands)
| |
|
13
Weeks Ended |
|
| |
|
March
27, 2005 |
|
March
28, 2004 (As restated, see Note 6) |
|
|
OPERATING
ACTIVITIES: |
|
|
|
|
|
|
Net
income |
|
$ |
489 |
|
$ |
425 |
|
|
Adjustments
to reconcile net income to net cash provided by operating
activities: |
|
|
|
|
|
|
|
|
Depreciation
and amortization |
|
|
1,935 |
|
|
1,818 |
|
|
Asset
impairment and store closure reversal |
|
|
-- |
|
|
(10 |
) |
|
Loss
on disposal/sale of property |
|
|
3 |
|
|
3 |
|
|
Changes
in assets and liabilities: |
|
|
|
|
|
|
|
|
Other
receivables |
|
|
(389 |
) |
|
90 |
|
|
Inventory |
|
|
(357 |
) |
|
286 |
|
|
Prepaid
expenses |
|
|
(14 |
) |
|
(108 |
) |
|
Deferred
income taxes |
|
|
(313 |
) |
|
283 |
|
|
Other
assets |
|
|
10 |
|
|
(25 |
) |
|
Accounts
payable |
|
|
(534 |
) |
|
(1,800 |
) |
|
Accrued
expenses and other liabilities |
|
|
1,584 |
|
|
2,278 |
|
|
Store
closure reserve |
|
|
(48 |
) |
|
(67 |
) |
|
Deferred
income |
|
|
66 |
|
|
56 |
|
|
Deferred
rent |
|
|
(181 |
) |
|
50 |
|
|
Cash
provided by operating activities |
|
|
2,251 |
|
|
3,279 |
|
| |
|
|
|
|
|
|
|
|
INVESTING
ACTIVITIES: |
|
|
|
|
|
|
|
|
Purchases
of property |
|
|
(1,014 |
) |
|
(1,280 |
) |
|
Purchases
of investments |
|
|
(34 |
) |
|
(3,900 |
) |
|
Sales
and maturities of investments |
|
|
3,500 |
|
|
-- |
|
|
Cash
provided by (used in) investing activities |
|
|
2,452 |
|
|
(5,180 |
) |
| |
|
|
|
|
|
|
|
|
FINANCING
ACTIVITIES: |
|
|
|
|
|
|
|
|
Proceeds
from exercise of common stock options |
|
|
170
|
|
|
11 |
|
|
Cash
provided by financing activities |
|
|
170 |
|
|
11 |
|
| |
|
|
|
|
|
|
|
|
INCREASE
(DECREASE) IN CASH AND CASH EQUIVALENTS |
|
|
4,873 |
|
|
(1,890 |
) |
|
CASH
AND CASH EQUIVALENTS AT BEGINNING OF PERIOD |
|
|
7,315 |
|
|
6,483 |
|
|
CASH
AND CASH EQUIVALENTS AT END OF PERIOD |
|
$ |
12,188 |
|
$ |
4,593 |
|
| |
|
|
|
|
|
|
|
|
SUPPLEMENTAL
DISCLOSURES OF CASH FLOW INFORMATION: |
|
|
|
|
|
|
|
|
Cash
paid for income taxes |
|
$ |
2 |
|
$ |
-- |
|
See notes
to consolidated financial statements-unaudited.
RUBIO’S
RESTAURANTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -
UNAUDITED
1. SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of Presentation
The
accompanying consolidated financial information has been prepared by Rubio’s
Restaurants, Inc. and its wholly-owned subsidiary, Rubio’s Restaurants of
Nevada, Inc. (collectively, the “Company”) without audit and reflects all
adjustments, consisting of normal and recurring adjustments, which are, in the
opinion of management, necessary for a fair presentation of the financial
position and results of operations for the interim periods. The consolidated
financial statements have been prepared in accordance with accounting principles
generally accepted in the United States of America and in accordance with the
regulations of the Securities and Exchange Commission (“SEC”). Accordingly,
certain information and note disclosures normally included in complete financial
statements prepared in accordance with accounting principles generally accepted
in the United States of America have been condensed or omitted pursuant to such
SEC rules and regulations. These unaudited consolidated financial statements and
related notes should be read in conjunction with the consolidated financial
statements and related notes for the fiscal year ended December 26, 2004
included in the Company’s annual report on Form 10-K and the review of our more
critical accounting policies identified under the caption “Critical Accounting
Policies” in that report. Results for the interim periods presented in this
report are not necessarily indicative of results which may be reported for any
other interim period or for the entire fiscal year. Certain amounts in the prior
year consolidated financial statements have been restated as more fully
described in Note 6.
Recent
Accounting Pronouncements
In
December 2004, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 123R, “Share-Based Payment.” SFAS No.
123R revises SFAS No. 123, “Accounting for Stock-Based Compensation” and
generally requires the cost associated with employee services received in
exchange for an award of equity instruments be measured based on the grant-date
fair value of the award and recognized in the financial statements over the
period during which employees are required to provide service in exchange for
the award. SFAS No. 123R also provides guidance on how to determine the
grant-date fair value for awards of equity instruments as well as alternative
methods of adopting its requirements. SFAS No. 123R is effective for the
beginning of the first interim or annual reporting period after December 15,
2005. As disclosed below, based on the current assumptions and calculations
used, had the Company recognized compensation expense based on the fair value of
awards of equity instruments, net earnings would have been reduced by
approximately $0.4 million for the 13 weeks ended March 27, 2005, and $0.3
million for the 13 weeks ended March 28, 2004.
Stock-Based
Compensation
SFAS No.
123, “Accounting for Stock Based-Compensation” as amended by SFAS No. 148,
“Accounting for Stock Compensation - Transition and Disclosure, an amendment of
FASB Statement No. 123,” provides accounting guidance related to stock-based
employee compensation. SFAS No. 123, as amended, encourages, but does not
require, companies to record compensation cost for stock-based employee
compensation plans at fair value. The Company has chosen to continue to account
for stock-based compensation using the intrinsic value method prescribed in
Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued
to Employees”, and related interpretations for all periods presented.
Accordingly, compensation cost for stock options is measured as the excess, if
any, of the fair value of the Company’s stock at the date of the grant over the
amount an employee must pay to acquire the stock.
The
following table summarizes the impact on the Company’s net income had
compensation cost been determined based upon the fair value at the grant date
for awards under the stock option plans consistent with the methodology
prescribed under SFAS No. 123 (in thousands, except per share
data):
| |
|
13
Weeks Ended |
|
| |
|
March
27, 2005 |
|
March
28, 2004 |
|
| |
|
|
|
|
|
|
Net
income as reported |
|
$ |
489 |
|
$ |
425 |
|
|
Stock-based
employee compensation expense determined under fair value based method for
all awards, net of related tax effects |
|
|
(448 |
) |
|
(267 |
) |
|
Pro
forma net income |
|
$ |
41 |
|
$ |
158 |
|
| |
|
|
|
|
|
|
|
|
Net
income per share: |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
Basic
and Diluted - as reported |
|
$ |
0.05 |
|
$ |
0.05 |
|
|
Basic
and Diluted - pro forma |
|
$ |
0.00 |
|
$ |
0.02 |
|
RUBIO’S
RESTAURANTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -
UNAUDITED
The pro
forma compensation costs were determined using the weighted average fair values
at the date of grant for options granted during the 13 weeks ended March 27,
2005 and March 28, 2004 of $7.19 and $3.70 per share, respectively. The fair
value of each option granted was estimated on the date of grant using the
Black-Scholes option pricing model with the following assumptions:
| |
13
Weeks Ended |
| |
March
27,
2005 |
|
March
28,
2004 |
| |
|
|
|
|
Expected
dividend yield |
None |
|
None |
|
Expected
stock price volatility |
62% |
|
65% |
|
Risk-free
interest rate |
4.0% |
|
3.1% |
|
Expected
lives of options |
5
years |
|
5
years |
The pro
forma effects on net income for the 13 weeks ended March 27, 2005 and March 28,
2004 are not likely to be representative of the effects on reported net income
or loss in future quarters or years. In management’s opinion, existing stock
option valuation models do not provide a reliable single measure of the fair
value of employee stock options that have vesting provisions and are not
transferable. In addition, option valuation models require the input of highly
subjective assumptions, including expected stock price volatility. Changes in
such subjective input assumptions can materially affect the fair value estimate
of employee stock options.
2. BALANCE
SHEET DETAILS
Balance
Sheet details as of March 27, 2005 and December 26, 2004, respectively (in
thousands) are as follows:
| |
|
March
27, 2005 |
|
December
26, 2004 |
|
OTHER
RECEIVABLES: |
|
|
|
|
|
|
Tenant
improvement receivables |
|
$ |
68 |
|
$ |
75 |
|
|
Beverage
usage receivables |
|
|
222 |
|
|
212 |
|
|
Interest
receivable |
|
|
29 |
|
|
71 |
|
|
Credit
card receivables |
|
|
685 |
|
|
502 |
|
|
Other
receivables |
|
|
561 |
|
|
316 |
|
|
Total |
|
$ |
1,565 |
|
$ |
1,176 |
|
| |
|
|
|
|
|
|
|
|
INVESTMENTS: |
|
|
|
|
|
|
|
|
Certificates
of deposit |
|
$ |
1,690 |
|
$ |
5,190 |
|
|
Municipal
bonds |
|
|
3,546 |
|
|
3,553 |
|
| |
|
|
5,236 |
|
|
8,743 |
|
|
Less:
Short-term investments |
|
|
(1,690 |
) |
|
(5,190 |
) |
|
Long-term
investments |
|
$ |
3,546 |
|
$ |
3,553 |
|
|
PROPERTY
- Net: |
|
|
|
|
|
|
Building
and leasehold improvements |
|
$ |
37,999 |
|
$ |
36,315 |
|
|
Equipment
and furniture |
|
|
31,112 |
|
|
30,958 |
|
|
Construction
in process and related costs |
|
|
2,829 |
|
|
2,277 |
|
| |
|
|
71,940 |
|
|
69,550 |
|
|
Less:
Accumulated depreciation and amortization |
|
|
(41,268 |
) |
|
(37,954 |
) |
|
Total |
|
$ |
30,672 |
|
$ |
31,596 |
|
RUBIO’S
RESTAURANTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -
UNAUDITED
|
ACCRUED
EXPENSES AND OTHER LIABILITIES: |
|
|
|
|
|
|
|
|
Compensation |
|
$ |
3,087 |
|
$ |
2,102 |
|
|
Workers’
compensation |
|
|
2,753 |
|
|
2,692 |
|
|
Sales
taxes |
|
|
1,069 |
|
|
989 |
|
|
Vacation
pay |
|
|
598 |
|
|
569 |
|
|
Advertising |
|
|
675 |
|
|
553 |
|
|
Federal
and state income taxes |
|
|
594 |
|
|
-- |
|
|
Franchise
repurchase |
|
|
440 |
|
|
440 |
|
|
Gift
certificates |
|
|
382 |
|
|
663 |
|
|
Occupancy |
|
|
735 |
|
|
730 |
|
|
Other |
|
|
799 |
|
|
567 |
|
|
Total |
|
$ |
11,132 |
|
$ |
9,305 |
|
3. ASSET
IMPAIRMENT AND STORE CLOSURE RESERVE
The
Company evaluates the carrying value of long-lived assets for impairment when a
restaurant experiences a negative event, including, but not limited to, a
significant downturn in sales, a substantial loss of customers, an unfavorable
change in demographics or a store closure. Upon the occurrence of a negative
event, the Company estimates the future undiscounted cash flows for the
individual restaurants that are affected by the negative event. If the projected
undiscounted cash flows do not exceed the carrying value of the assets at each
restaurant, the Company recognizes an impairment loss to reduce the assets’
carrying amounts to their estimated fair values (for assets to be held and used)
and fair value less cost to sell (for assets to be disposed of) based on the
estimated discounted projected cash flows derived from the restaurant. The most
significant assumptions in the analysis are those used to estimate a
restaurant's future cash flows. The Company generally uses the assumptions in
its strategic plan and modifies them as necessary based on restaurant specific
information.
The
Company makes decisions to close stores based on their cash flows and
anticipated future profitability. The Company records losses associated with the
closure of restaurants at the time the unit is closed. These store closure
charges primarily represent a liability for the future lease obligations after
the expected closure dates, net of estimated sublease income, if
any.
The
changes in the store closure reserve during the 13 weeks ended March 28, 2004
and March 27, 2005 were as follows (in thousands):
| |
|
Reserve
Balance
at
December
28,
2003 |
|
Store
Closure
Expense
|
|
Store
Closure
Reversal |
|
Usage |
|
Reserve
Balance
at
March
28,
2004 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Reserve
for stores closed in 2001 |
|
$ |
454 |
|
$ |
-- |
|
$ |
(21 |
) |
$ |
(18 |
) |
$ |
415 |
|
|
Reserve
for stores closed in 2002 and 2003 |
|
|
423 |
|
|
11 |
|
|
-- |
|
|
(49 |
) |
|
385 |
|
|
Total
store closure reserve |
|
|
877 |
|
$ |
11 |
|
$ |
(21 |
) |
$ |
(67 |
) |
|
800 |
|
|
Less:
current portion |
|
|
(230 |
) |
|
|
|
|
|
|
|
|
|
|
(192 |
) |
|
Non-current |
|
$ |
647 |
|
|
|
|
|
|
|
|
|
|
$ |
608 |
|
| |
|
Reserve
Balance
at
December
26,
2004 |
|
Store
Closure
Expense
|
|
Store
Closure
Reversal |
|
Usage |
|
Reserve
Balance
at
March
27,
2005 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Reserve
for stores closed in 2001 |
|
$ |
338 |
|
$ |
-- |
|
$ |
-- |
|
$ |
(17 |
) |
$ |
321 |
|
|
Reserve
for stores closed in 2002 and 2003 |
|
|
317 |
|
|
-- |
|
|
-- |
|
|
(31 |
) |
|
286 |
|
|
Total
store closure reserve |
|
|
655 |
|
$ |
-- |
|
$ |
-- |
|
$ |
(48 |
) |
|
607 |
|
|
Less:
current portion |
|
|
(114 |
) |
|
|
|
|
|
|
|
|
|
|
(92 |
) |
|
Non-current |
|
$ |
541 |
|
|
|
|
|
|
|
|
|
|
$ |
515 |
|
RUBIO’S
RESTAURANTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -
UNAUDITED
During
the 13 weeks ended March 28, 2004, the store closure reserve was increased
$11,000 to reflect additional expenses incurred to find a suitable sublessee,
and decreased $21,000 to reflect additional sublease income received.
4. COMMITMENTS
AND CONTINGENCIES
Litigation
As
previously disclosed in the Company’s filings with the SEC, on June 28, 2001, a
class action complaint was filed against the Company in Orange County,
California Superior Court by a former employee, who worked in the position of
general manager. A second similar class action complaint was filed in Orange
County, California Superior Court on December 21, 2001, on behalf of another
former employee who worked in the positions of general manager and assistant
manager. On May 16, 2002, these two cases were consolidated into one action.
These cases currently involve the issue of whether employees and former
employees in the general and assistant manager positions who worked in the
California units during specified time periods were misclassified as exempt and
deprived of overtime pay. In addition to unpaid overtime, the claimants in these
cases seek to recover waiting time penalties, interest, attorneys’ fees and
other types of relief.
The
Company believes these cases are without merit and intends to vigorously defend
against the related claims. These cases are in the discovery stages, and the
status of the class action certification is yet to be determined for either
case. The Company is presently unable to predict the probable outcome of this
matter or the amounts of any potential damages at issue. An unfavorable outcome
in this matter or a significant settlement could have a material impact on the
Company’s financial position and results of operations.
The
Company is not aware of any other litigation that could have a material adverse
effect on its results of operations, financial position or business.
5. NET
INCOME PER SHARE
A
reconciliation of basic and diluted income per share in accordance with SFAS No.
128, “Earnings Per Share,” is as follows (in thousands, except per share
data):
| |
|
13
Weeks Ended |
|
| |
|
March
27, 2005 |
|
March
28, 2004 |
|
Numerator |
|
|
|
|
|
|
Net
income |
|
$ |
489 |
|
$ |
425 |
|
| |
|
|
|
|
|
|
|
|
Denominator |
|
|
|
|
|
|
|
|
Basic: |
|
|
|
|
|
|
|
|
Weighted
average common shares outstanding |
|
|
9,311 |
|
|
9,105 |
|
|
Diluted: |
|
|
|
|
|
|
|
|
Effect
of dilutive securities: |
|
|
|
|
|
|
|
|
Common
stock options |
|
|
368 |
|
|
80 |
|
|
Total
weighted average common and potential common shares
outstanding |
|
|
9,679 |
|
|
9,185 |
|
| |
|
|
|
|
|
|
|
|
Net
income per share: |
|
|
|
|
|
|
|
|
Basic
and Diluted |
|
$ |
0.05 |
|
$ |
0.05 |
|
For the
13 weeks ended March 27, 2005 and March 28, 2004, common stock options of
339,612 and 1,122,907, respectively, were not included in the computation of
diluted earnings per share as their impact would have been
anti-dilutive.
RUBIO’S
RESTAURANTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -
UNAUDITED
6. RESTATEMENT
OF CONSOLIDATED FINANCIAL STATEMENTS
In
January 2005, the Company determined a restatement was necessary to correct
errors in accounting for depreciation on leasehold improvements, tenant
improvement allowances, and rent holidays for leased facilities. The Company
historically depreciated its one building (owned subject to a ground lease), and
all of its leasehold improvements over a period that included both the initial
term of the lease and the option periods (or the useful life of the asset, if
shorter). Concurrently, the Company used the initial lease term in determining
whether each of its leases was an operating lease or a capital lease and in
calculating its straight-line rent expense. The Company determined that its
method of accounting for the term used in establishing the depreciation period,
lease classification and straight-line rent was not in accordance with generally
accepted accounting principles in the United States of America (“GAAP”).
Accordingly, the Company corrected its accounting to reflect the same lease term
for depreciating its one building (owned subject to a land lease) and all of its
leasehold improvements, determining capital versus operating leases and
calculating straight-line rent expense. For leases with renewal periods at the
Company’s option, the Company now generally uses the original lease term,
excluding renewal option periods to determine useful lives. If failure to
exercise a renewal option imposes an economic penalty to the Company, management
may determine at the inception of the lease that renewal is reasonably assured
and include the renewal option period(s) in the determination of appropriate
estimated useful lives. The Company’s policy now requires lease term consistency
when calculating the depreciation period, in classifying the lease, and in
computing straight-line rent expense. The correction of this accounting required
the Company to record additional depreciation and amortization
expense.
The
Company historically accounted for tenant improvement allowances as reductions
to the related leasehold improvement asset on the consolidated balance sheets
and capital expenditures in investing activities on the consolidated statements
of cash flows. The Company has now determined that Financial Accounting
Standards Board (“FASB”) Technical Bulletin No. 88-1, “Issues Relating to
Accounting for Leases,” requires these allowances to be recorded as “Deferred
rent and other liabilities” on the consolidated balance sheets and as a
component of operating activities on the consolidated statements of cash flows.
Additionally, the Company determined that deferred rent amortization should be
included in “Restaurant labor, occupancy and other” in the consolidated
statements of operations.
The
Company historically recognized rent holiday periods on a straight-line basis
over the lease term commencing with the store opening date. The store opening
date coincided with the commencement of business operations, which corresponds
to the intended use of the property. The Company has now determined that FASB
Technical Bulletin No. 85-3, “Accounting for Operating Leases with Scheduled
Rent Increases,” requires that the lease term should commence on the date the
Company takes possession of the leased space for construction purposes. The
correction of this accounting required the Company to record additional rent in
“Deferred rent and other liabilities” and to adjust “Accumulated deficit” on the
consolidated balance sheets as well as to correct “Restaurant labor, occupancy
and other” in the consolidated statements of operations.
As a
result, the Company has restated its consolidated financial statements for the
quarter ended March 28, 2004. The following is a summary of the significant
effects of these changes on the Company’s consolidated financial statements (in
thousands, except per share data):
|
For
the quarter ended March 28, 2004 |
As
previously reported |
Adjustments |
As
restated |
|
Restaurant
labor, occupancy and other |
$
19,039 |
$
(128) |
$
18,911 |
|
Depreciation
and amortization |
1,486 |
332 |
1,818 |
|
Pre-opening
expenses |
53 |
41 |
94 |
|
Operating
income |
911 |
(245) |
666 |
|
Income
tax expense |
381 |
(98) |
283 |
|
Net
income |
572 |
(147) |
425 |
|
Net
income per share - Basic |
$
0.06 |
$
(0.01) |
$
0.05 |
|
Net
income per share - Diluted |
$
0.06 |
$
(0.01) |
$
0.05 |
|
Cash
provided by operating activities |
3,204 |
(75) |
3,279 |
|
Cash
used in investing activities |
(5,105) |
75 |
(5,180) |
Item
2. MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Overview
We opened
our first restaurant under the name “Rubio’s, Home of the Fish Taco” in 1983,
and have since grown to 152 restaurants, including 147 Company-operated and 5
franchise locations. We position our restaurants in the high-quality, fresh,
distinctive, affordable fast-casual Fresh Mexican Grill food segment of the
restaurant industry. Our business strategy is to become the leading brand in
this industry segment.
Although
record-setting rainfall in our core markets had a significant impact on our
sales, we achieved revenues of approximately $33.8 million, our highest first
quarter revenues to date, during the first quarter of 2005. We were able to
achieve operating results comparable to those in our first quarter of 2004
primarily by controlling costs during the first quarter of 2005. Our comparable
store sales declined 1% compared to last year, because we rolled over 2004’s
first quarter comparable store sales of 4%, which was our best comparable store
sales performance since 1999. Our average unit volume for the 12 months ended
March 27, 2005 was approximately $939,000, and our restaurant operating cash
flow margins during the first quarter of 2005 were 16.6%, an increase of 0.4%
compared to the same quarter last year.
Our
“Fresh and Affordable Menu,” which was expanded in February 2005 to include five
Taco Meal Deals for under $5 and six Burrito Meal Deals, each complete with a
drink, as well as a new line of craveable Street Burritos and expanded Pesky
Kid’s Meals, continues to enhance our overall financial performance. The new
menu allows guests to mix and match char-grilled all white meat chicken,
char-grilled carne asada, slow-roasted carnitas, or one of our World Famous Fish
Tacos in many combinations, and produced an increase in average check size
during the first quarter of 2005. We believe that this menu, which focuses on
high quality, fresh ingredients, and an increasing variety of craveable,
distinctive products all at everyday affordable prices, will continue to drive
demand for our offerings.
We have
increased our estimate of new store openings in 2005 from four to eight new
locations. We also have initiated a multi-year re-image program for our existing
restaurants in order to update our look to better reflect our comfortable, fun,
casual, Baja-inspired and distinctive Rubio’s concept.
Results
of Operations
All
comparisons in the following section refer to the 13-week period ended March 27,
2005 and the 13-week period ended March 28, 2004 (as restated), unless otherwise
indicated.
The
following table sets forth our operating results, expressed as a percentage of
total revenues, with respect to certain items included in our statements of
income.
| |
|
13
Weeks Ended |
|
| |
|
March
27, 2005 |
|
March
28, 2004
(as
restated) |
|
|
Total
revenues |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
Costs
and expenses: |
|
|
|
|
|
|
|
|
|
|
Cost
of sales (1) |
|
|
27.0 |
|
|
|
27.3 |
|
|
|
Restaurant
labor, occupancy and other (1) |
|
|
56.4 |
|
|
|
56.4 |
|
|
|
General
and administrative expenses |
|
|
8.7 |
|
|
|
8.7 |
|
|
|
Depreciation
and amortization |
|
|
5.7 |
|
|
|
5.4 |
|
|
|
Pre-opening
expenses |
|
|
0.1 |
|
|
|
0.3 |
|
|
|
Operating
income |
|
|
2.1 |
|
|
|
2.0 |
|
|
|
Other
income (expense), net |
|
|
0.2 |
|
|
|
0.1 |
|
|
|
Income
before income taxes |
|
|
2.4 |
|
|
|
2.1 |
|
|
|
Income
tax expense |
|
|
0.9 |
|
|
|
0.8 |
|
|
|
Net
income |
|
|
1.4 |
% |
|
|
1.3 |
% |
|
(1) As a
percentage of restaurant sales
The
following table summarizes the number of restaurants:
| |
|
March
27, 2005 |
|
March
28, 2004 |
|
|
Company-operated |
|
|
147 |
|
|
145 |
|
|
Franchised |
|
|
5 |
|
|
5 |
|
|
Total |
|
|
152 |
|
|
150 |
|
Revenues
The
increase in revenues in the first quarter of 2005 was primarily the result of
two factors: first, the one new store opening in 2005 contributed sales of $0.2
million; and second, stores opened before 2005 but not yet in our comparable
store base contributed sales of $0.5 million. The year-to-date increase was
slightly offset by a decrease in comparable store sales of $0.3 million, or a
decrease of 1.0%, combined with a decrease of $0.2 million in sales from the one
store that closed in the fourth quarter of 2004. The first quarter comparable
store sales decrease was primarily due to a decrease in transactions of 2.0%,
offset by an increase in average check size of 1.0%. The decrease in
transactions was primarily due to the abnormally bad weather in Southern
California during the first quarter of 2005.
Costs
and Expenses
Cost of
sales as a percentage of restaurant sales decreased to 27.0% in the first
quarter of 2005, compared to 27.3% in the first quarter of 2004. This percentage
decrease in cost of sales is a direct result of our “Fresh and Affordable” menu,
which was first introduced in June 2004, and has enabled us to reduce our cost
of sales by shifting the mix of our products sold to more profitable
items.
Restaurant
labor, occupancy and other costs as a percentage of restaurant sales remained
steady at 56.4% for the first quarters of both 2005 and 2004. Workers’
compensation expenses decreased in the first quarter of 2005 as compared with
the first quarter of 2004 due to our continued company-wide focus on preventing
accidents. In addition, we were able to decrease a portion of our operating
supplies expense by sourcing a new vendor, who was fully integrated into our
stores by December 2004. These reductions, however, were offset by increases in
credit card fees and utilities.
General
and administrative expenses remained constant at $2.9 million and 8.7% of
revenues in the first quarters of both 2005 and 2004. Though we experienced
increased legal and professional expenses in the first quarter of 2005 as
compared with 2004 related to our restatement and costs incurred to comply with
the Sarbanes-Oxley Act of 2002, we were able to offset most of these increases
with a decrease in executive recruiting costs.
Depreciation
and amortization increased slightly to $1.9 million in the first quarter of
2005, compared to $1.8 million in the first quarter of 2004. This increase was
primarily due to the additional depreciation on the three new units opened since
March 28, 2004, combined with the two new units that replaced existing units
with expiring leases during this same period. These increases were partially
offset by reductions in depreciation expense due to the closure of one store
during the fourth quarter of 2004.
Pre-opening
expenses decreased to $49,000 in the first quarter of 2005, compared to $94,000
in the first quarter of 2004, as a result of only one new store opening in the
first quarter of 2005, compared to two during the same period in 2004. Our 2005
pre-opening expenses are slightly higher than 2004 on a per unit basis because
the one store opened in 2005 was located further away from our home base,
causing our training team to incur higher travel costs.
Asset
impairment and store closure expense (reversal), net was zero for 2005, compared
with a reversal of $10,000, net, in 2004. The $10,000 reversal in 2004 was the
net effect of an $11,000 increase to reflect additional expenses incurred to
find a suitable sublessee, combined with a $21,000 reversal to reflect
additional sublease income received.
Other
income (expense), net increased to income of $82,000 in 2005, compared to income
of $42,000 in 2004. Interest income increased in 2005 as our interest-bearing
cash and investments rose from an average $10.8 million in 2004 to an average of
$16.7 million in 2005.
The
income tax provisions reflect the projected annual tax rates of 38.6% in 2005
and 40% in 2004. In the first quarter of 2005, we reduced our fiscal 2005
projected annual rate due to our tax planning initiatives. The final 2005 annual
tax rate cannot be determined until the end of the fiscal year; therefore, the
actual rate could differ from our current estimates.
Inflation
Components
of our operations subject to inflation include food, beverage, lease, utility,
labor and insurance costs. Substantial increases in costs and expenses,
particularly food, supplies, labor, and operating expenses could have a
significant impact on our operating results to the extent that such increases
cannot be passed along to our guests. Our leases require us to pay taxes,
maintenance, repairs, insurance and utilities, all of which are subject to
inflationary increases. We believe inflation with respect to utility expense has
had a material impact on our results of operations in the first quarters of 2005
and 2004.
Liquidity
and Capital Resources
Since our
initial public offering in 1999, we have funded our capital requirements through
bank debt and cash flows from operations. We generated $2.3 million in cash
flows from operating activities for the 13 weeks ended March 27, 2005, and $3.3
million for the 13 weeks ended March 28, 2004.
Net cash
provided by investing activities was $2.5 million for the 13 weeks ended March
27, 2005 compared to net cash used in investing activities of $5.2 million for
the 13 weeks ended March 28, 2004. Net cash provided by investing activities for
the 13 weeks ended March 27, 2005 included $1.0 million in capital expenditures
and $3.5 million in net investment activities. Net cash used in investing
activities for the 13 weeks ended March 28, 2004 consisted of $1.3 million in
capital expenditures and $3.9 million in purchases of investments.
Net cash
provided by financing activities was $170,000 for the 13 weeks ended March 27,
2005 compared to net cash provided of $11,000 for the 13 weeks ended March 28,
2004. Financing activities in both periods consisted of proceeds from the
exercise of common stock options.
On
October 29, 2003, we obtained a letter of credit in the amount of $2 million
related to our workers’ compensation policy that matured in October 2004. The
letter of credit is subject to automatic extension one year from the expiration
date and thereafter, unless notification is made prior to the expiration date.
On December 8, 2004, this letter of credit was increased to $2.9 million related
to the workers’ compensation insurance policy that matures in October 2005. We
were also required, under the terms of both letters of credit, to pledge
collateral consisting of municipal bonds of $2.2 million in 2003 and $3.5
million in 2004 and 2005, which is included in long term investments on our
balance sheet.
Our funds
were principally used for the development and opening of new units. We incurred
$1.0 million in capital expenditures during the 13 weeks ended March 27, 2005,
of which $0.2 million was for newly opened units, $0.5 million for routine
capital expenditures at our existing locations, and $0.3 million for corporate
and information technology expenditures.
We
currently expect total capital expenditures in 2005 to be approximately $6
million to $8 million for restaurant openings, remodels, re-images, maintenance,
and for corporate and information technology. We currently expect to incur costs
of between $475,000 and $525,000 per unit, excluding pre-opening expenses, in
connection with the opening of future restaurant units. Some units may exceed
this range due to the area in which they are built and the specific requirements
of the project. Pre-opening expenses are expected to average between $40,000 and
$50,000 per restaurant, including approximately $20,000 to $30,000 in non-cash
rent holiday expenses.
We
believe that the anticipated cash flow from operations combined with our cash
and short-term investments balance of $13.9 million as of March 27, 2005 will be
sufficient to satisfy our working capital and capital expenditure requirements
for the foreseeable future. Changes in our operating plans, changes in our
expansion plans, lower than anticipated sales, increased expenses, potential
acquisitions or other events may cause us to seek financing sooner than
anticipated. Financing may not be available on acceptable terms, or at all.
Failure to obtain financing as needed could have a material adverse effect on
our business and results of operations.
Contractual
Obligations and Commitments
The
following represents a comprehensive list of our contractual obligations and
commitments as of March 27, 2005:
| |
|
Total |
|
2005 |
|
2006 |
|
2007 |
|
2008 |
|
2009 |
|
Thereafter |
|
| |
|
(in
thousands) |
|
|
Company-operated
retail locations and other operating leases |
|
$ |
61,064 |
|
$ |
11,565 |
|
$ |
10,883 |
|
$ |
10,177 |
|
$ |
9,364 |
|
$ |
7,623 |
|
$ |
11,452 |
|
|
Franchise-operated
retail locations operating leases |
|
|
816 |
|
|
290 |
|
|
288 |
|
|
149 |
|
|
89 |
|
|
-- |
|
|
-- |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
$ |
61,880 |
|
$ |
11,855 |
|
$ |
11,171 |
|
$ |
10,326 |
|
$ |
9,453 |
|
$ |
7,623 |
|
$ |
11,452 |
|
We lease
restaurant space, office facilities and other real property under operating
leases expiring through 2016. We have leased all of our facilities, except for
one building, to minimize the cash investment associated with each unit. Most of
our leases are for 10-year terms and include options to extend the terms. The
majority of our leases also include fixed rate and percentage-of-sales rent
provisions, and most require us to pay a proportionate share of real estate
taxes, insurance, common area, and other operating costs. In addition, we are on
the master leases for 4 franchise locations. These 4 locations were previously
Company-operated before they were sold to a franchisee. Once they were sold to
the franchisee, subleases were executed, and the franchisee began to pay rent
directly to the landlords. If the franchisee defaults on any one or more of the
subleases, we would be responsible for the rent for the balance of the lease
term, which is estimated to be approximately $0.8 million at March 27, 2005.
This amount does not take into consideration any mitigating measures that we
could take to reduce this exposure in the event of default, including re-leasing
the locations, or terminating the master lease by negotiating a lump-sum payment
to the landlord.
Critical
Accounting Policies
Our
discussion and analysis of our financial condition and results of operations are
based upon our consolidated financial statements, which are prepared in
accordance with accounting principles generally accepted in the United States of
America (“GAAP”). The preparation of these financial statements in accordance
with GAAP requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and the disclosure of contingencies
at the date of the financial statements as well as the reported amounts of
revenues and expenses during the reporting period.
Management
evaluates these estimates and assumptions, which include those relating to
impairment of assets, restructuring charges, contingencies and litigation, on an
ongoing basis. Our estimates and assumptions have been prepared on the basis of
the most current available information, and actual results could differ from
these estimates under different assumptions and conditions.
We have
several critical accounting policies, which were discussed in our 2004 Annual
Report on Form 10-K, that are both important to the portrayal of our financial
condition and results of operations and require management’s most difficult,
subjective and complex judgments. Typically, the circumstances that make these
judgments complex and difficult have to do with making estimates about the
effect of matters that are inherently uncertain. During the 13 weeks ended March
27, 2005, we have not adopted any new accounting policies that are considered
critical accounting policies nor have there been any significant changes related
to our critical accounting policies that would have a material impact on our
consolidated financial position, results of operations, cash flows or our
ability to conduct business.
Cautionary
Statements Regarding Forward-Looking Statements
This
quarterly report on Form 10-Q contains projections, estimates and other
forward-looking statements that involve a number of risks and uncertainties,
including without limitation, those discussed below. Statements regarding our
effective tax rate, expectations regarding any liability that may result from
claims and actions filed against us, estimated and future costs, expenses,
same-store sales and other revenues, our growth strategy, our anticipated
capital expenditures relating to new restaurants and refurbishment of existing
facilities, our future financial performance, sources of liquidity, uses of cash
and sufficiency of our cash flows are forward-looking statements.
Forward-looking statements are generally identifiable by the use of the words
“anticipate,” “assume,” “believe,” “estimate,” “seek,” “expect,” “intend,”
“plan,” “project,” “may,” “will,” “would,” and similar expressions.
Forward-looking statements are based on management’s current plans and
assumptions and are subject to known and unknown risks and uncertainties, which
may cause actual results to differ materially from expectations.
Foreseeable
risks and uncertainties are described in detail under the caption “Risk Factors”
in our Annual Report on Form 10-K for the fiscal year ended December 26, 2004
and in other reports that we file with the Securities and Exchange Commission,
and such risk factors are incorporated herein by reference. We assume no
obligation and do not intend to update these forward-looking statements, except
to the extent as may be required by applicable law.
Item
3. QUANTITATIVE AND
QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our
market risk exposures are related to our cash, cash equivalents and investments.
We invest our excess cash in highly liquid short-term investments primarily with
maturities of less than one year. The portfolio consists primarily of
certificates of deposit. These investments are not held for trading or other
speculative purposes. Changes in interest rates affect the investment income we
earn on our investments and, therefore, impact our cash flows and results of
operations. Due to the types of investment and debt instruments we hold, a 10%
change in period-end interest rates or a hypothetical 100 basis point adverse
move in interest rates would not have a significant negative effect on our
results of operations.
Many of
the food products purchased by us are affected by changes in weather,
production, availability, seasonality and other factors outside our control. In
an effort to control some of this risk, we have entered into some fixed price
purchase commitments with terms of less than a year. We do not believe that
these purchase commitments are material to our operations as a whole. In
addition, we believe that almost all of our food and supplies are available from
several sources, which helps us control market risks.
Item
4. CONTROLS AND
PROCEDURES
Our
management, with the participation of our Chief Executive Officer and Chief
Financial Officer, evaluated the effectiveness of our disclosure controls and
procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of
1934 (the “Exchange Act”) as of the end of the period covered by this report.
Our management, with the participation of our Chief Executive Officer and Chief
Financial Officer also conducted an evaluation of our internal control over
financial reporting to determine whether any changes occurred during the first
quarter of fiscal 2005 that have materially affected, or are reasonably likely
to materially affect, our internal control over financial reporting. As
described in further detail under Item 9A - “Controls and Procedures” in our
Annual Report on Form 10-K for the fiscal year ended December 26, 2004, which is
incorporated herein by reference, the Audit Committee of our Board of Directors
determined in January 2005 that certain of our historical financial statements
should be restated to correct certain errors related to accounting for leases,
and subsequent to December 26, 2004, we have changed our accounting policies for
leases to conform to accounting principles generally accepted in the United
States of America. We believe that these and other changes, as more fully
described in the Form 10-K noted above and as reported in our Current Report on
Form 8-K dated January 19, 2005 and amended on March 16, 2005, have remediated
the material weakness in internal control over financial reporting described in
the Form 10-K.
PART II -
OTHER INFORMATION
Item 1.
LEGAL PROCEEDINGS
See Note
4 to our interim consolidated financial statements appearing elsewhere in this
report.
Item 2:
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Not
applicable
Item 3:
DEFAULTS UPON SENIOR SECURITIES
Not
applicable
Item 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not
applicable
Item 5.
OTHER INFORMATION
Not
applicable
Item 6.
EXHIBITS
Set forth
below is a list of the exhibits included as part of this quarterly
report.
Exhibit
No. |
Description |
|
31.1 |
Certification
of Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of
2002 |
|
31.2 |
Certification
of Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of
2002 |
|
32.1 |
Certification
of Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of
2002 |
|
32.2 |
Certification
of Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of
2002 |
| |
|
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.
| |
|
|
| |
RUBIO'S RESTAURANTS,
INC. |
|
|
|
| Date: May 6, 2005 |
By: |
/s/ John Fuller |
| |
John Fuller |
| |
Chief
Financial Officer
(Principal
Financial and Accounting
Officer) |