STAR BUFFET INC - Quarter Report: 2003 May (Form 10-Q)

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)
ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: May 19, 2003
OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to

Commission File Number: 0-6054

STAR BUFFET, INC.
(Exact name of registrant as specified in its charter)

DELAWARE		84-1430786
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification Number)

420 Lawndale Drive,
Salt Lake City, UT 84115
(Address of principal executive offices) (Zip Code)

(801) 463-5500
(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. Yes ý No o

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. As of June 26, 2003, there were 2,950,000 shares of Common Stock, $.001 par value, outstanding.

STAR BUFFET, INC. AND SUBSIDIARIES
INDEX

			Page
PART I. FINANCIAL INFORMATION
	Item 1. Condensed Consolidated Financial Statements:
		Condensed Consolidated Balance Sheets as of May 19, 2003 (unaudited) and January 27, 2003	3
		Unaudited Condensed Consolidated Statements of Operations for the sixteen weeks ended May 19, 2003 and May 20, 2002	5
		Unaudited Condensed Consolidated Statements of Cash Flows for the sixteen weeks ended May 19, 2003 and May 20, 2002	6
Notes to Unaudited Condensed Consolidated Financial Statements			8
	Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations		13
	Item 3. Quantitative and Qualitative Disclosures about Market Risk		18
	Item 4. Controls and Procedures		19
PART II. OTHER INFORMATION
	Item 1. Legal Proceedings		20
	Item 6. Exhibits and Reports on Form 8-K		20
Signatures			21
Certifications			22

PART I: FINANCIAL INFORMATION

Item 1: Condensed Consolidated Financial Statements

STAR BUFFET, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

		May 19, 2003		January 27, 2003
		(Unaudited)
ASSETS
Current assets:
	Cash and cash equivalents	$	688,000	$	433,000
	Current portion of notes receivable		244,000		193,000
	Receivables, net of allowance		512,000		367,000
	Inventories		590,000		619,000
	Deferred income taxes, net		223,000		194,000
	Prepaid expenses		405,000		279,000
	Property held for sale		—		1,211,000

	Total current assets		2,662,000		3,296,000

Property, buildings and equipment, net			27,426,000		27,091,000

Real property and equipment under capitalized leases, net			1,246,000		1,297,000

Other assets:
	Notes receivable, net of current portion		2,694,000		2,695,000
	Deposits and other		205,000		220,000

	Total other assets		2,899,000		2,915,000

Deferred income taxes, net			379,000		713,000
Intangible assets:
	Goodwill, less accumulated amortization		2,907,000		2,907,000
	Other intangible assets, less accumulated amortization		1,016,000		1,086,000

	Total intangible assets		3,923,000		3,993,000

Total assets		$	38,535,000	$	39,305,000

The accompanying notes are an integral part of the condensed consolidated financial statements.

(Continued)

			May 19, 2003			January 27, 2003
			(Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
	Accounts payable—trade		$	2,868,000		$	4,045,000
	Checks written in excess of cash in bank			—			1,306,000
	Payroll and related taxes			1,570,000			1,494,000
	Sales and property taxes			1,044,000			1,047,000
	Rent, licenses and other			981,000			1,260,000
	Income taxes payable			60,000			—
	Current maturities of long-term debt			5,755,000			4,862,000
	Current maturities of obligations under capital leases			93,000			98,000

		Total current liabilities		12,371,000			14,112,000

	Deferred rent payable			920,000			1,080,000
	Capitalized lease obligations, net of current maturities			1,718,000			1,751,000
	Long-term debt, net of current maturities			2,758,000			2,423,000

		Total liabilities		17,767,000			19,366,000

Stockholders' equity:
	Preferred stock, $.001 par value; authorized 1,500,000 shares; none issued or outstanding			—			—
	Common stock, $.001 par value; authorized 8,000,000 shares; issued and outstanding 2,950,000 shares			3,000			3,000
	Additional paid-in capital			16,351,000			16,351,000
	Officer's note receivable			(1,330,000	)		(1,330,000	)
	Retained earnings			5,744,000			4,915,000

		Total stockholders' equity		20,768,000			19,939,000

Total liabilities and stockholders' equity			$	38,535,000		$	39,305,000

The accompanying notes are an integral part of the condensed consolidated financial statements.

STAR BUFFET, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

		Sixteen Weeks Ended
		May 19, 2003			May 20, 2002
Total revenues		$	22,437,000		$	25,192,000
Costs and expenses
	Food costs		7,528,000			8,960,000
	Labor costs		7,479,000			8,386,000
	Occupancy and other expenses		4,407,000			5,115,000
	General and administrative expenses		823,000			1,083,000
	Depreciation and amortization		1,024,000			1,053,000
	Impairment of long-lived assets		180,000			—

	Total costs and expenses		21,441,000			24,597,000

Income from operations			996,000			595,000
	Interest expense		(222,000	)		(228,000	)
	Interest income		69,000			73,000
	Gain from legal settlement		400,000			—
	Other income		27,000			—

Income before income taxes and cumulative effect of a change in accounting principle			1,270,000			440,000
Income taxes			441,000			152,000

Income before cumulative effect of a change in accounting principle			829,000			288,000
Cumulative effect of a change in accounting principle—net of taxes			—			(560,000	)

Net income (loss)		$	829,000		$	(272,000	)

Income per common share before cumulative effect of a change in accounting principle—basic and diluted		$	0.28		$	0.10
Cumulative effect of a change in accounting principle—net of taxes			—			(0.19	)

Net income (loss) per common share—basic and diluted		$	0.28		$	(0.09	)

Weighted average shares outstanding—basic and diluted			2,950,000			2,950,000

The accompanying notes are an integral part of the condensed consolidated financial statements.

STAR BUFFET, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

				Sixteen Weeks Ended
				May 19, 2003			May 20, 2002
Cash flows from operating activities:
Net income (loss)				$	829,000		$	(272,000	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
	Cumulative effect of change in accounting principle				—			560,000
	Depreciation and amortization				1,024,000			1,053,000
	Amortization of loan cost				38,000			38,000
	Impairment of long-lived assets				180,000			—
	Deferred income taxes				305,000			—
	Change in operating assets and liabilities:
		Receivables			(145,000	)		114,000
		Inventories			29,000			(65,000	)
		Prepaid expenses			(126,000	)		(304,000	)
		Deposits and other			15,000			—
		Deferred rent payable			(160,000	)		60,000
		Accounts payable-trade			(1,177,000	)		941,000
		Income taxes payable			60,000			137,000
		Other accrued liabilities			(212,000	)		(68,000	)

			Total adjustments		(169,000	)		2,466,000

		Net cash provided by operating activities			660,000			2,194,000
Cash flows from investing activities:
	Payments made on notes receivable				42,000			54,000
	Acquisition of property, buildings and equipment				(1,491,000	)		(245,000	)
	Proceeds from sale of property, buildings and equipment				1,160,000			—

		Net cash used in investing activities			(289,000	)		(191,000	)
Cash flows from financing activities:
	Reduction in checks written in excess of cash in bank				(1,306,000	)		—
	Payments on long term debt				(1,722,000	)		(7,521,000	)
	Proceeds from issuance of long-term debt				2,950,000			5,800,000
	Capitalized loan costs				—			(13,000	)
	Principal payment on capitalized lease obligations				(38,000	)		(31,000	)

		Net cash used in financing activities			(116,000	)		(1,765,000	)

Net increase in cash and cash equivalents					255,000			238,000
Cash and cash equivalents at beginning of period					433,000			727,000

Cash and cash equivalents at end of period				$	688,000		$	965,000

The accompanying notes are an integral part of the condensed consolidated financial statements.

(Continued)

		Sixteen Weeks Ended
		May 19, 2003		May 20, 2002
Supplemental disclosures of cash flow information:
Cash paid during the period for:
	Interest	$	72,000	$	137,000

	Income taxes	$	29,000	$	15,000

Non cash investing and financing activities:
	Reclassification of property held for sale to property, buildings and equipment	$	52,000	$	—
	Exchange of property, buildings and equipment for notes receivable	$	100,000	$	—

The accompanying notes are an integral part of the condensed consolidated financial statements.

STAR BUFFET, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note (A) Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include the accounts for Star Buffet, Inc., together with its direct and indirect wholly-owned subsidiaries Summit Family Restaurants Inc. ("Summit"), HTB Restaurants, Inc. ("HTB"), Northstar Buffet, Inc. ("NSBI") and Star Buffet Management, Inc. ("SBMI") (collectively the "Company") and have been prepared in accordance with accounting principles generally accepted in the United States of America, the instructions to Form 10-Q and Article 10 of Regulation S-X. These financial statements should be read in conjunction with the audited consolidated financial statements, and the notes thereto, included in the Company's Annual Report on Form 10-K for the fiscal year ended January 27, 2003. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the financial position and results of operations for the interim periods presented have been reflected herein. Results of operations for such interim periods are not necessarily indicative of results to be expected for the full fiscal year or for any future periods. Certain reclassifications have been made to the fiscal 2003 consolidated financial statements to conform to the fiscal 2004 presentation. The accompanying condensed consolidated financial statements include the results of operations and assets and liabilities directly related to the Company's operations. Certain estimates, assumptions and allocations were made in preparing such financial statements.

The operating results for the 16-week period ended May 19, 2003 include operations for each of the Company's sixteen franchised HomeTown Buffet restaurants, nine JB's Restaurants, six JJ North's Country Buffet restaurants, five BuddyFreddys Country Buffet restaurants, two BuddyFreddys restaurants, two Casa Bonita restaurants, two Holiday House restaurants, one JJ North's Family Restaurant and one North's Star Buffet restaurant and the fixed charges for seven restaurants closed for the entire quarter. During the quarter ended May 19, 2003, four operating stores were permanently closed. Two non-operating stores were also permanently closed during the quarter. Five non-operating stores continue to be closed at the end of the first quarter of fiscal 2004 for repositioning. During the second quarter of fiscal 2004, an additional restaurant was closed resulting from a dispute with a landlord. The Company does not expect to incur any expenses as a result of this restaurant closure.

The operating results for the 16-week period ended May 20, 2002 include operations for each of the Company's sixteen franchised HomeTown Buffet restaurants, ten JB's Restaurants, seven JJ North's Country Buffet restaurants, seven BuddyFreddys Country Buffet restaurants, two BuddyFreddys restaurants, two Casa Bonita restaurants, two Holiday House restaurants and one North's Star Buffet restaurant and the fixed charges for four restaurants closed for the entire quarter. Five restaurants were closed at the end of the first quarter of fiscal 2003 for remodeling and repositioning. During the second quarter of fiscal 2003, an additional restaurant was closed for remodeling and repositioning.

The following is a summary of the Company's restaurant properties as of May 19, 2003. The HomeTown Buffet segment includes the Company's 16 franchised HomeTown Buffet restaurants. The Casa Bonita segment includes two Casa Bonita restaurants. The North's Star segment includes five JJ North's Country Buffet restaurants and one North's Star Buffet Restaurant. The Florida Buffets Division includes two BuddyFreddys restaurants, four BuddyFreddys Country Buffet restaurants and two Holiday House restaurants. The Florida Buffets Division also included four non-operating

properties. The JB's Restaurants segment includes the Company's eight JB's Restaurants. This segment also included one non-operating property.

		HomeTown Buffet		Casa Bonita		North's Star		Florida Buffets		JB's		Total
Owned		2		—		1		5		3		11
Leased		14		2		5		7		6		34

As of May 19, 2003, the Company's restaurants are located in the following states:

		Number of Restaurants
State		HomeTown Buffet	Casa Bonita	North's Star	Florida Buffets	JB's	Total
Arizona		8	—	1	—	1	10
Colorado		2	1	—	—	—	3
Florida		—	—	—	12	—	12
Idaho		—	—	2	—	—	2
Montana		—	—	—	—	2	2
New Mexico		2	—	—	—	1	3
Oklahoma		—	1	—	—	—	1
Oregon		—	—	1	—	—	1
Utah		3	—	—	—	4	7
Washington		—	—	2	—	—	2
Wyoming		1	—	—	—	1	2

	Total	16	2	6	12	9	45

As of May 19, 2003, the Company's non-operating restaurants are located in the following states:

		Number of Non-Operating Restaurants
State		HomeTown Buffet	Casa Bonita	North's Star	Florida Buffets	JB's	Total
Florida		—	—	—	4	—	4
Utah		—	—	—	—	1	1

	Total	—	—	—	4	1	5

Three of the non-operating restaurants in Florida are leased to third parties.

The Company utilizes a 52/53 week fiscal year which ends on the last Monday in January. The first quarter of each year contains 16 weeks while the other three quarters each contain 12 weeks.

Note (B) Related Party Transactions

In connection with the Company's employment contract with Mr. Robert E. Wheaton, the Company's President and Chief Executive Officer, the Company has agreed to provide Mr. Wheaton with certain loans solely for the purchase of the Company's common stock. The loans are secured by the common stock and bear interest at the prevailing rate set forth in the Company's credit facility with FleetBoston Bank. The current rate is approximately 3.75% for the first quarter of fiscal 2004. At the end of the first quarter ended May 19, 2003, the loans totaled $1,330,000 ($1,330,000 at January 27, 2003).

Note (C) Segment and Related Reporting

The Company has five reporting segments: HomeTown Buffet, Casa Bonita, North's Star, Florida Buffets Division and JB's Restaurants. The Company's reportable segments are aggregated based on brand similarities of operating segments.

The HomeTown Buffet segment includes the Company's 16 franchised HomeTown Buffet restaurants. The Casa Bonita segment includes two Casa Bonita restaurants. The North's Star segment includes six JJ North's Country Buffet restaurants and one North's Star Buffet Restaurant. The Florida Buffets Division includes two BuddyFreddys restaurants, four BuddyFreddys Country Buffet restaurants and two Holiday House restaurants. The JB's Restaurants segment also includes the Company's nine JB's Restaurants and one JJ North's Family Restaurant.

The accounting policies of the reportable segments are the same as those described in Note 1 of the audited consolidated financial statements included in the Company's Annual Report on Form 10-K. The Company evaluates the performance of its operating segments based on income before income taxes.

Summarized financial information concerning the Company's reportable segments is shown in the following table. The other assets presented in the consolidated balance sheet and not in the reportable segments relate to the Company as a whole, and not individual segments. Also certain corporate overhead income and expenses in the consolidated statements of operations are not included in the reportable segments.

16 Weeks Ended May 19, 2003	HomeTown Buffet			Casa Bonita		North's Star(1)			Florida Buffet(2)			JB's(3)			Other			Total
	(Dollars in Thousands)
Revenues	$	11,201		$	2,705	$	2,091		$	3,824		$	2,616		$	—		$	22,437
Interest income		—			—		—			—			—			69			69
Interest expense		(62	)		—		—			—			—			(160	)		(222	)
Depreciation & amortization		457			72		139			225			121			10			1,024
Impairment of long-lived assets		—			—		166			14			—			—			180
Income (loss) before income taxes		1,074			472		(350	)		197			84			(207	)		1,270
Total assets		13,525			1,575		6,279			11,330			4,956			870			38,535
16 Weeks Ended May 20, 2002
Revenues	$	11,855		$	3,019	$	2,578		$	4,511		$	3,229		$	—		$	25,192
Interest income		—			—		—			—			—			73			73
Interest expense		(65	)		—		—			(10	)		(1	)		(152	)		(228	)
Depreciation & amortization		507			79		84			294			78			11			1,053
Income (loss) before income taxes (benefit) and cumulative effect of a change in accounting principle		689			512		(222	)		92			192			(823	)		440
Cumulative effect of a change in accounting principle—net of taxes		—			—		(367	)		(124	)		(69	)		—			(560	)
Total assets		13,421			2,000		7,449			15,294			5,102			312			43,578

(1): Included in the reportable segment for the quarter ended May 19, 2003 is one location closed for the entire quarter and one location opened for 12 weeks during the quarter. These locations represent $273,000 and $0 of net book value of equipment and leasehold improvements included in total assets, respectively, and incurred $45,000 in depreciation and amortization expense. The

location opened for 12 weeks had revenues of $138,000 and had $166,000 in impairment of long-lived assets.

(2): Included in the reportable segment for the quarter ended May 19, 2003 are five locations closed for the entire quarter and one location opened for two weeks during the quarter. These six locations incurred $78,000 of depreciation and amortization in the quarter ended May 19, 2003. These locations also have a net book value of equipment of $1,607,000, buildings of $2,388,000 and land of $2,126,000 included in total assets at May 19, 2003. The location that was opened for two weeks had $16,000 of revenue and $14,000 in impairment of long-lived assets. Included in the reportable segment for the quarter ended May 20, 2002 are four locations closed for the entire quarter and one closed during the quarter. These five locations contributed revenues of $67,000, and incurred $96,000 of depreciation and amortization in the quarter ended May 20, 2002. These locations also have a net book value of equipment of $1,972,000, buildings of $3,558,000 and land of $2,801,000 included in total assets at May 20, 2002.
(3): Included in the reportable segment for the quarter ended May 19, 2003 is one location closed for the entire quarter and two closed locations were operated for one and five weeks, respectively, during the quarter. These locations represent $59,000 and $547,000 of net book value of equipment and buildings included in total assets, respectively, and incurred $40,000 in depreciation and amortization expense. The two locations closed during the quarter had revenues of $69,000.

Note (D) Net Income per Common Share

Net income per common share is computed based on the weighted-average number of common shares and, as appropriate, dilutive common stock equivalents outstanding during the period. Stock options are considered to be common stock equivalents.

Basic net income per common share is the amount of net income for the period available to each share of common stock outstanding during the reporting period. Diluted net income per common share is the amount of net income for the period available to each share of common stock outstanding during the reporting period and to each share that would have been outstanding assuming the issuance of common shares for all dilutive potential common shares outstanding during the period.

In calculating net income per common share, the net income and the weighted-average number of common shares outstanding were the same for both the basic and diluted calculation. Outstanding options not included in the computation of diluted net income per share for the 16-week periods ended May 19, 2003, and May 20, 2002, were 733,000 and 735,000, respectively, due to the market price of the underlying stock being less than the exercise price.

Note (E) Goodwill

Goodwill and other intangible assets primarily represent the excess of the purchase price paid over the fair value of the net assets acquired in connection with business acquisitions. As of January 29, 2002, the Company adopted SFAS No. 142, Goodwill and Other Intangible Assets ("SFAS 142"). In accordance with SFAS 142, the Company has ceased amortizing goodwill recorded in past business combinations effective as of January 29, 2002. As a result, there is no charge for goodwill amortization expense contained in the Company's statements of operations for the year ended January 27, 2003.

goodwill was in excess of the fair value of the Company's net assets. This has resulted in a transitional impairment loss of $849,000 which has been reported as a cumulative effect of a change in accounting principle net of a tax benefit of $289,000 reported in the first quarter of 2003.

Note (F) Contingencies

On March 21, 2002, Alliant Foodservice, Inc. ("Alliant") filed a breach of contract complaint against the Company in the Superior Court for the State of Arizona in and for the County of Maricopa (No. CVZ002-005195), alleging breach of the Master Distribution Agreement ("MDA") executed between the Company and Alliant on or about December 1, 1999. Alliant sought $2,479,000 for alleged amounts owed by the Company plus attorneys' fees and costs. The Company included approximately $2,000,000 for this alleged amount owed in relation to this litigation in accounts payable-trade at January 27, 2003 net of any amounts receivable from Alliant. The Company denied the allegations and vigorously defended the alleged breach of contract. On April 29, 2002, the Company filed an answer and counterclaim in Superior Court for the State of Arizona in and for the County of Maricopa citing among other things, breach of the MDA. The Company sought over $7,250,000 in damages. On February 27, 2003, the Company and Alliant entered into a Settlement Agreement that dismissed charges against both parties and required the Company to pay Alliant $1,600,000 which resulted in a gain to the Company of $400,000 in the form of a reduction to the Company's accounts payable-trade in the first quarter of fiscal 2004.

In connection with the Company's employment contract with Robert E. Wheaton, the Company's Chief Executive Officer and President, the Company has agreed to pay Mr. Wheaton six years salary and bonus if he resigns related to change of control of the Company or is terminated, unless the termination is for cause. Mr. Wheaton's employment contract also includes an annual bonus of $25,000.

The Company is from time to time the subject of complaints or litigation from customers alleging injury on properties operated by the Company, illness or other food quality, health or operational concerns. Adverse publicity resulting from such allegations may materially adversely affect the Company and its restaurants, regardless of whether such allegations are valid or whether the Company is liable. The Company also is the subject of complaints or allegations from employees from time to time. The Company believes that the lawsuits, claims and other legal matters to which it has become subject in the course of its business are not material to the Company's business, financial condition or results of operations, but an existing or future lawsuit or claim could result in an adverse decision against the Company that could have a material adverse effect on the Company's business, financial condition and results of operations.

STAR BUFFET, INC. AND SUBSIDIARIES

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Overview

The following Management's Discussion and Analysis should be read in conjunction with the unaudited condensed consolidated financial statements, and the notes thereto, presented elsewhere in this report. Comparability of future periods may from time to time be affected by the implementation of the Company's acquisition and strategic alliance strategies. The costs associated with integrating new restaurants or under performing or unprofitable restaurants, if any, acquired or otherwise operated by the Company may have a material adverse effect on the Company's results of operations.

This Quarterly Report on Form 10-Q contains forward looking statements, which are subject to known and unknown risks, uncertainties and other factors which may cause the actual results, performance, or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following: general economic and business conditions; success of integrating newly acquired under performing or unprofitable restaurants; the impact of competitive products and pricing; success of operating initiatives; advertising and promotional efforts; adverse publicity; changes in business strategy or development plans; quality of management; availability, terms and deployment of capital; changes in prevailing interest rates and the availability of financing; food, labor, and employee benefits costs; changes in, or the failure to comply with, government regulations; weather conditions; construction schedules; implementation of the Company's acquisition and strategic alliance strategy; the effect of the Company's accounting polices and other risks detailed in the Company's Form 10-K, for the fiscal year ended January 27, 2003, and other filings with the Securities and Exchange Commission.

Consolidated net income for the 16-week period ended May 19, 2003 increased $1,101,000 to $829,000 or $0.28 per share on a diluted basis as compared with net loss of $272,000 for the comparable prior year period. The increase in net income is primarily due to a $560,000 charge for the cumulative effect of change in accounting principle-net of taxes in the first quarter of last year and a $400,000 gain in the form of a reduction in the Company's accounts payable-trade due to a legal settlement with Alliant in the first quarter of this year. The first quarter this year included impairment charges of $180,000 primarily related to closing one restaurant in the first quarter. The increase in net income also included significant increased improvements in food costs, occupancy and other expenses and general and administrative expenses as a percentage of sales in the current quarter as compared to the same period in the prior year. The decrease in food costs was primarily due to the successful transition to new food suppliers after a former food supplier cancelled a food contract with the Company in the first quarter of last year. Management also believes the same store sales decrease is primarily due to the slower economy and increased competition in certain areas. The decline in sales significantly impacts net income (loss) because occupancy, salaries, benefits, and other expenses are primarily fixed in nature and generally do not vary significantly with restaurant sales volume. Occupancy and other expense includes major expenditures such as rent, insurance, property taxes, utilities, maintenance and advertising.

The results of operations for the 16-week period ended May 20, 2002 have been restated due to a cumulative change in accounting principle as reported in the Company's January 27, 2003 year-end Form 10-K.

Components of Income from Operations

Total revenues include a combination of food and beverage sales and are net of applicable state and city sales taxes.

Food costs primarily consist of the costs of food and beverage items. Various factors beyond the Company's control, including adverse weather and natural disasters, may affect food costs. Accordingly, the Company may incur periodic fluctuations in food costs. Generally, these temporary increases are absorbed by the Company and not passed on to customers; however, management may adjust menu prices to compensate for increased costs of a more permanent nature.

Labor costs include restaurant management salaries, bonuses, hourly wages for unit level employees, various health, life and dental insurance programs, vacations and sick pay and payroll taxes.

Occupancy and other expenses are primarily fixed in nature and generally do not vary with restaurant sales volume. Rent, insurance, property taxes, utilities, maintenance and advertising account for the major expenditures in this category.

General and administrative expenses include all corporate and administrative functions that serve to support the existing restaurant base and provide the infrastructure for future growth. Management, supervisory and staff salaries, employee benefits, data processing, training and office supplies are the major items of expense in this category.

Depreciation and amortization includes depreciation on assets for closed stores that management is evaluating for future remodeling and repositioning.

Results of Operations

The following table summarizes the Company's results of operations as a percentage of total revenues for the 16 weeks ended May 19, 2003 and May 20, 2002.

			Sixteen Weeks Ended
			May 19, 2003		May 20, 2002
Total revenues			100.0	%	100.0	%

Costs and expenses
	Food costs		33.5		35.6
	Labor costs		33.3		33.3
	Occupancy and other expenses		19.6		20.3
	General and administrative expenses		3.7		4.3
	Depreciation and amortization		4.6		4.2
	Impairment of long-lived assets		0.8		—

		Total costs and expenses	95.5		97.7

Income from operations			4.5		2.3
	Interest expense		(1.0	)	(0.9	)
	Interest income		0.3		0.3
	Gain from legal settlement		1.8		—
	Other income		0.1		—

	Income before income taxes and cumulative effect of a change in accounting principle		5.7		1.7
Income taxes			2.0		0.6

Income before cumulative effect of a change in accounting principle			3.7		1.1
Cumulative effect of a change in accounting principle—net of taxes			—		(2.2	)

Net income (loss)			3.7	%	(1.1	)%

Effective income tax rate			34.7	%	34.5	%

Total revenues decreased $2,755,000 or 10.9% from $25.2 million in the 16 weeks ended May 20, 2002 to $22.4 million in the 16 weeks ended May 19, 2003. The decrease in revenues was primarily attributable to declines in comparable same store sales. Management believes the same store sales decrease is primarily due to the slower economy and increased competition in certain areas.

Food costs as a percentage of total revenues decreased from 35.6% during the 16-week period ended May 20, 2002 to 33.5% during the 16-week period ended May 19, 2003. The decrease as a percentage of total revenues was primarily attributable to the successful transition to new food suppliers after a former food supplier cancelled a food contract with the Company in the first quarter of last year.

Labor costs as a percentage of total revenues remained at 33.3% during the 16-week periods ended May 20, 2002 and May 19, 2003 even though revenues declined. The total labor dollars actually decreased by $907,000.

Occupancy and other expenses as a percentage of total revenues decreased from 20.3% during the 16-week period ended May 20, 2002 to 19.6% during the 16-week period ended May 19, 2003. The decrease as a percentage of total revenues was primarily attributable to the termination of one lease and the purchase of a leased property in the first quarter of this year.

General and administrative expense as a percentage of total revenues decreased from 4.3% during the 16-week period ended May 20, 2002 to 3.7% during the 16-week period ended May 19, 2003. This was primarily a result of lower legal expenses.

Depreciation and amortization as a percentage of total revenues increased from 4.2% during the 16-week period ended May 20, 2002 to 4.6% during the 16-week period ended May 19, 2003. The increase as a percentage of total revenues was primarily attributable to a decrease in revenues even though actual expense decreased by $29,000.

Interest expense as a percentage of total revenues increased from 0.9% during the 16-week period ended May 20, 2002 to 1.0% during the 16-week period ended May 19, 2003. The increase as a percentage of total revenues was primarily attributable to a decline in revenues while the interest expense remained relatively constant.

Interest income decreased from $73,000 for the 16-week period ended May 20, 2002 to $69,000 for the 16-week period ended May 19, 2003. The interest income was generated by the Company's cash and outstanding notes receivable balances.

Impact of Inflation

The impact of inflation on the cost of food, labor, equipment and construction and remodeling of stores could affect the Company's operations. Many of the Company's employees are paid hourly rates related to the federal and state minimum wage laws. Legislation increasing the federal minimum wage has resulted in higher labor costs to the Company. In addition, the cost of food commodities utilized by the Company are subject to market supply and demand pressures. Shifts in these costs may have an impact on the Company's food costs. The Company anticipates that modest increases in these costs can be offset through pricing and other cost control efforts; however, there is no assurance that the Company would be able to pass more significant costs on to its customers or if it were able to do so, it could do so in a short period of time.

Liquidity and Capital Resources

The Company has historically financed operations through a combination of cash on hand, cash provided from operations and available borrowings under bank lines of credit.

As of May 19, 2003, the Company had $688,000 in cash. Cash and cash equivalents increased by $255,000 during the 16 weeks ended May 19, 2003. Total cash provided by operations was approximately $660,000. The Company used approximately $1,491,000 on capital improvements and property acquisitions. Total debt increased by approximately $1.2 million in the first quarter of fiscal 2004, net of repayments.

The Company intends to modestly expand operations through the acquisition of regional buffet chains or through the purchase of existing restaurants which would be converted to one of the Company's existing restaurant concepts. In many instances, management believes that existing restaurant locations can be acquired and converted to the Company's prototype at a lower cost. Management estimates the cost of acquiring and converting a leased property to one of the existing concepts to be approximately $150,000 to $450,000. These costs consist primarily of exterior and interior appearance modifications, new tables, chairs and food bars and the addition of certain kitchen and food service equipment. There can be no assurance that the Company will be able to acquire additional restaurant chains or locations or, if acquired, that these restaurants will have a positive contribution to the Company's results of operations.

On October 23, 1998, the Company entered into a $20 million syndicated bank financing agreement led by FleetBoston Financial Corporation. The credit facility consists of a $13 million, 5-year term loan (the "Term Loan Facility") and a $7 million, 5-year revolving credit facility (the "Revolving Credit Facility"). The Term Loan Facility refinanced existing indebtedness and provided capital for the repurchase of Star Buffet common stock and acquisitions. The financing agreement had an average interest rate of approximately 3.75% for the quarters ending May 19, 2003 and May 20, 2002. Principal payments under the Term Loan Facility due in quarterly installments began November 1999 and were scheduled to continue until the final maturity in October 2003. However, the Company paid the Term Loan Facility in full on May 17, 2002. Borrowings under the Revolving Credit Facility are used for the Company's new unit development and working capital needs. All outstanding amounts under the Revolving Credit Facility will become due in October 2003. The Revolving Credit Facility balance was $5,500,000 and $5,000,000 on May 19, 2003 and June 26, 2003, respectively. The Company has $100,000 in letters of credit against the Revolving Credit Facility leaving $1,900,000 available for borrowing on June 26, 2003.

Negotiations are in process to replace the existing Revolving Credit Facility. Alternatively, the Company may also seek long term financing of real estate properties and/or the disposition of excess properties to pay the revolving credit facilities. One property was sold in April 2003 for $1,250,000 with approximately $90,000 of closing costs.

The Company believes that available cash, cash flow from operations and amounts available under the Revolving Credit Facility will be sufficient to satisfy its working capital, and capital expenditure requirements for the foreseeable future. If the Company requires additional funds to support its working capital requirements or for other purposes, it may seek to raise such additional funds through public or private equity and/or debt financing or from other sources. There can be no assurance, however, that changes in the Company's operating plans, the unavailability of a credit facility, the acceleration of the Company's expansion plans, lower than anticipated revenues, increased expenses, potential acquisitions of other events will not cause the Company to seek additional financing sooner than anticipated. There can be no assurance that additional financing will be available on acceptable terms or at all.

Critical Accounting Policies and Judgments

The Company prepares its consolidated financial statements in conformity with accounting principles generally accepted in the United States of America. The Company's consolidated financial statements are based on the application of certain accounting policies, the most significant of which are

described in Note 1—Summary of Significant Accounting Policies. Certain of these policies require numerous estimates and strategic or economic assumptions that may prove inaccurate or subject to variations and may significantly affect the Company's reported results and financial position for the period or in future periods. Changes in underlying factors, assumptions or estimates in any of these areas could have a material impact on the Company's future financial condition and results of operations. The Company considers the following policies to be the most critical in understanding the judgments that are involved in preparing its consolidated financial statements.

Property, Buildings and Equipment

Property and equipment and real property under capitalized leases are carried at cost less accumulated depreciation and amortization. Depreciation and amortization are provided using the straight-line method over the following useful lives:

		Years
Buildings		40
Building improvements		15 - 20
Furniture, fixtures and equipment		5 - 8

Leasehold improvements are amortized over the lesser of the life of the lease or estimated economic life of the assets. The life of the lease includes renewal options determined by management at lease inception for which failure to renew options would result in a substantial economic penalty.

Repairs and maintenance are charged to operations as incurred. Remodeling costs are generally capitalized.

The Company's accounting policies regarding buildings and equipment include certain management judgments regarding the estimated useful lives of such assets, the residual values to which the assets are depreciated and the determination as to what constitutes increasing the life of existing assets. These judgments and estimates may produce materially different amounts of depreciation and amortization expense that would be reported if different assumptions were used. As discussed further below, these judgments may also impact the Company's need to recognize an impairment charge on the carrying amount of these assets as the cash flows associated with the assets are realized.

Impairment of Goodwill

SFAS 142 required that goodwill initially be tested for impairment by comparing the fair value of goodwill on a reporting unit basis to the carrying amount of the goodwill as of January 29, 2002. The Company performed the transitional impairment test and determined that the carrying amount of goodwill was in excess of the fair value of the Company's net assets. This has resulted in a transitional impairment loss of $849,000 which has been reported as a cumulative effect of a change in accounting principle net of a tax benefit of $289,000 reported in the first quarter of fiscal 2003.

Impairment of Long-Lived Assets

The Company determines that an impairment write-down is necessary for locations whenever events or changes in circumstances indicate that the carrying amount of an asset may not be

recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceed the fair value of the assets.

Judgments made by the Company related to the expected useful lives of long-lived assets and the ability of the Company to realize undiscounted cash flows in excess of the carrying amounts of such assets are affected by factors such as the ongoing maintenance and improvements of the assets, changes in economic conditions, and changes in operating performance. As the Company assesses the ongoing expected cash flows and carrying amounts of its long-lived assets, these factors could cause the Company to realize a material impairment charge.

New Accounting Pronouncements

In June 2001, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 142, "Goodwill and Other Intangible Assets." SFAS 142 addresses accounting and reporting standards for acquired goodwill and other intangible assets. Under the new standards, goodwill and indefinite life intangible assets are no longer amortized but will be subject to annual impairment tests. Finite life intangible assets such as franchise agreements will continue to be amortized over their useful lives. The provisions of SFAS 142 are required to be applied starting with fiscal years beginning after December 15, 2001. The Company adopted SFAS 142 effective January 29, 2002. During fiscal 2003, the Company performed the required transitional impairment tests of goodwill and indefinite life intangible assets as of January 29, 2002. The Company's impairment charge as a result of the transitional impairment test in fiscal 2003 is $849,000 before a tax benefit of $289,000.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Interest Rate Risk

Our principal exposure to financial market risks is the impact that interest rate changes could have on our $20.0 million credit facility, of which $5,000,000 remained outstanding as of June 26, 2003. Borrowings under our credit facility bear interest at the prime rate or at LIBOR plus an applicable margin based on certain financial ratios (averaging approximately 3.75% in the first quarter of fiscal 2004). A hypothetical increase of 100 basis points in short-term interest rates would result in a reduction of approximately $50,000 in annual pre-tax earnings. The estimated reduction is based upon the current outstanding balance of our credit facility and assumes no change in the volume, index or composition of debt at June 26, 2003. Substantially all of our business is transacted in U.S. dollars. Accordingly, foreign exchange rate fluctuations have never had a significant impact on us and are not expected to in the foreseeable future.

Commodity Price Risk

The Company purchases certain products including food items and utilities which are affected by commodity price fluctuations and are, therefore, subject to volatility caused by weather, market conditions and other factors which are not considered predictable or within our control. In certain cases, we believe we will be able to address commodity cost increases that appear to be long-term in nature by adjusting our menu pricing, menu mix, changing our product delivery strategy or substituting alternative energy sources. However, increases in commodity prices could result in lower operating margins for our restaurant concepts.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company's chief executive officer and its principal accounting officer, based on their evaluation of the Company's disclosure controls and procedures (as defined in Exchange Act Rules 13a-14(c)) as of a date within 90 days prior to the filing of this Quarterly Report on Form 10-Q, have concluded that the Company's disclosure controls and procedures are adequate and effective for the purposes set forth in the definition in Exchange Act rules.

Changes in Internal Controls and Procedures

There were no significant changes in the Company's internal controls or in other factors that could significantly affect the Company's internal controls subsequent to the date of their evaluation.

PART II: OTHER INFORMATION

Item 1. Legal Proceedings

Item 6. Exhibits and Reports on Form 8-K

(a): The following exhibits are attached to this report:

Exhibit Number		Description of Exhibit
99.1		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. § 1350, as adopted)
99.2		Certification of Principal Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. § 1350, as adopted)

(b): Current Reports on Form 8-K:

A Current Report on Form 8-K dated April 29, 2003 was filed to report the Company's press release announcing its financial results for the fiscal year ended January 27, 2003.

There were no other items to be reported under Part II of this report.

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 hereunto duly authorized.

	STAR BUFFET, INC. AND SUBSIDIARIES
July 3, 2003	By:	/s/ ROBERT E. WHEATON Robert E. Wheaton Chairman of the Board, President, Chief Executive Officer and Principal Executive Officer
July 3, 2003	By:	/s/ RONALD E. DOWDY Ronald E. Dowdy Group Controller, Treasurer, Secretary and Principal Accounting Officer

CERTIFICATIONS

I, Robert E. Wheaton, President and Chief Executive Officer of Star Buffet, Inc., certify that:

1. I have reviewed this quarterly report on Form 10-Q of Star Buffet, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the periods covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rules 13a-14 and 15d-14 of the Exchange Act) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls;

6. The registrant's other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

		STAR BUFFET, INC. AND SUBSIDIARIES
July 3, 2003		By:		/s/ ROBERT E. WHEATON Robert E. Wheaton President and Chief Executive Officer

I, Ronald E. Dowdy, Group Controller, Treasurer, Secretary and Principal Accounting Officer of Star Buffet, Inc., certify that:

1. I have reviewed this quarterly report on Form 10-Q of Star Buffet, Inc.;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls;

		STAR BUFFET, INC. AND SUBSIDIARIES
July 3, 2003		By:		/s/ RONALD E. DOWDY Ronald E. Dowdy Group Controller, Treasurer, Secretary and Principal Accounting Officer

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STAR BUFFET, INC. AND SUBSIDIARIES INDEX

PART I: FINANCIAL INFORMATION

Item 1: Condensed Consolidated Financial Statements

STAR BUFFET, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
STAR BUFFET, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
STAR BUFFET, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
STAR BUFFET, INC. AND SUBSIDIARIES

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Item 4. Controls and Procedures

PART II: OTHER INFORMATION

Item 1. Legal Proceedings

Item 6. Exhibits and Reports on Form 8-K

SIGNATURES
CERTIFICATIONS