| UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 |
FORM 10-Q
(Mark One)
| ü | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| For the quarterly period ended July 14, 2002 | ||
| 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 333-57925
The Restaurant Company
| Delaware | 62-1254388 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. employer identification no.) | |
| 6075 Poplar Avenue, Suite 800, Memphis, TN | 38119 | |
| (Address of principal executive offices) | (Zip code) | |
(901) 766-6400
Indicate by ü 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 o
No o
PART I FINANCIAL
INFORMATION
THE RESTAURANT COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In Thousands)
| Quarter | Quarter | Year-to- | Year-to- | ||||||||||||||
| Ended | Ended | Date | Date | ||||||||||||||
| July 14, | July 15, | July 14, | July 15, | ||||||||||||||
| 2002 | 2001 | 2002 | 2001 | ||||||||||||||
REVENUE: |
|||||||||||||||||
Food sales |
$ | 72,637 | $ | 70,989 | $ | 171,046 | $ | 164,678 | |||||||||
Franchise and other revenue |
5,451 | 5,395 | 12,054 | 12,273 | |||||||||||||
Total Revenue |
78,088 | 76,384 | 183,100 | 176,951 | |||||||||||||
COSTS AND EXPENSES: |
|||||||||||||||||
Cost of sales: |
|||||||||||||||||
Food cost |
19,840 | 19,916 | 47,432 | 45,999 | |||||||||||||
Labor and benefits |
25,539 | 25,015 | 60,573 | 57,486 | |||||||||||||
Operating expenses |
14,991 | 14,732 | 35,113 | 34,446 | |||||||||||||
General and administrative |
7,501 | 7,704 | 16,711 | 17,252 | |||||||||||||
Depreciation and amortization |
5,006 | 5,476 | 11,772 | 12,720 | |||||||||||||
Interest, net |
4,133 | 4,169 | 9,749 | 9,771 | |||||||||||||
(Gain) Loss on disposition of assets |
2 | (1,169 | ) | 30 | (1,097 | ) | |||||||||||
Other, net |
(121 | ) | (296 | ) | (363 | ) | (689 | ) | |||||||||
Total Costs and expenses |
76,891 | 75,547 | 181,017 | 175,888 | |||||||||||||
Income before income taxes |
1,197 | 837 | 2,083 | 1,063 | |||||||||||||
Provision for income taxes |
(347 | ) | (279 | ) | (604 | ) | (354 | ) | |||||||||
NET INCOME |
$ | 850 | $ | 558 | $ | 1,479 | $ | 709 | |||||||||
The accompanying notes are an integral part of these consolidated statements.
2
THE RESTAURANT COMPANY AND
SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In Thousands)
| July 14, | ||||||||||
| 2002 | December 30, | |||||||||
| (Unaudited) | 2001 | |||||||||
ASSETS |
||||||||||
CURRENT ASSETS: |
||||||||||
Cash and cash equivalents |
$ | 4,980 | $ | 4,501 | ||||||
Receivables, less allowance for
doubtful accounts of $989 and $907 |
9,231 | 8,468 | ||||||||
Inventories, at the lower of first-in, first-out cost or market |
5,831 | 5,330 | ||||||||
Prepaid expenses and other current assets |
2,388 | 2,692 | ||||||||
Deferred income taxes |
705 | 705 | ||||||||
Total current assets |
23,135 | 21,696 | ||||||||
PROPERTY AND EQUIPMENT, at cost, net of
accumulated depreciation and amortization |
134,387 | 136,393 | ||||||||
ASSETS HELD FOR DISPOSITION |
2,597 | 5,087 | ||||||||
GOODWILL |
27,035 | 27,035 | ||||||||
INTANGIBLE ASSETS, net of accumulated
amortization of $4,138 and $3,651 |
5,179 | 5,667 | ||||||||
NOTES RECEIVABLE, less allowance for doubtful
accounts of $55 and $208 |
183 | 303 | ||||||||
DEFERRED INCOME TAXES |
6,895 | 6,895 | ||||||||
OTHER ASSETS |
7,357 | 7,888 | ||||||||
| $ | 206,768 | $ | 210,964 | |||||||
The accompanying notes are an integral part of these consolidated balance sheets.
3
THE RESTAURANT COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In Thousands, Except Par and Share Amounts)
| July 14, | ||||||||||||
| 2002 | December 30, | |||||||||||
| (Unaudited) | 2001 | |||||||||||
LIABILITIES AND STOCKHOLDERS INVESTMENT |
||||||||||||
CURRENT LIABILITIES: |
||||||||||||
Current maturities of capital lease obligations |
$ | 652 | $ | 1,030 | ||||||||
Accounts payable |
12,906 | 13,100 | ||||||||||
Accrued expenses |
19,874 | 18,748 | ||||||||||
Total current liabilities |
33,432 | 32,878 | ||||||||||
CAPITAL LEASE OBLIGATIONS, less
current maturities |
1,634 | 1,944 | ||||||||||
LONG-TERM DEBT |
166,844 | 172,831 | ||||||||||
OTHER LIABILITIES |
5,827 | 5,759 | ||||||||||
STOCKHOLDERS INVESTMENT: |
||||||||||||
Common stock $.01 par value, 100,000 shares authorized,
10,820 issued and outstanding |
1 | 1 | ||||||||||
Accumulated deficit |
(970 | ) | (2,449 | ) | ||||||||
Total stockholders deficit |
(969 | ) | (2,448 | ) | ||||||||
| $ | 206,768 | $ | 210,964 | |||||||||
The accompanying notes are an integral part of these consolidated balance sheets.
4
THE RESTAURANT COMPANY AND
SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In Thousands)
| Quarter | Quarter | Year-to- | Year-to- | |||||||||||||||
| Ended | Ended | Date | Date | |||||||||||||||
| July 14, | July 15, | July 14, | July 15, | |||||||||||||||
| 2002 | 2001 | 2002 | 2001 | |||||||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: |
||||||||||||||||||
Net income |
$ | 850 | $ | 558 | $ | 1,479 | $ | 709 | ||||||||||
Adjustments to reconcile net income to net cash
provided by operating activities: |
||||||||||||||||||
Depreciation and amortization |
5,006 | 5,476 | 11,772 | 12,720 | ||||||||||||||
Accretion of interest on Senior Discount Notes |
6 | 683 | 13 | 1,558 | ||||||||||||||
Provision for bad debt expense |
111 | 85 | 223 | 208 | ||||||||||||||
(Gain) Loss on disposition of assets |
2 | (1,169 | ) | 30 | (1,097 | ) | ||||||||||||
Net changes in operating assets and liabilities |
(882 | ) | (1,596 | ) | 115 | (3,071 | ) | |||||||||||
Total adjustments |
4,243 | 3,479 | 12,153 | 10,318 | ||||||||||||||
Net cash provided by operating activities |
5,093 | 4,037 | 13,632 | 11,027 | ||||||||||||||
CASH FLOWS FROM INVESTING ACTIVITIES: |
||||||||||||||||||
Cash paid for property and equipment |
(4,280 | ) | (4,957 | ) | (8,834 | ) | (11,342 | ) | ||||||||||
Proceeds from sale of assets held for disposition |
| 3,687 | 2,030 | 3,687 | ||||||||||||||
Proceeds from notes receivable |
47 | 66 | 339 | 144 | ||||||||||||||
Net cash used in investing activities |
(4,233 | ) | (1,204 | ) | (6,465 | ) | (7,511 | ) | ||||||||||
CASH FLOWS FROM FINANCING ACTIVITIES: |
||||||||||||||||||
(Payments on) net proceeds from long-term debt |
(500 | ) | 750 | (6,000 | ) | 1,000 | ||||||||||||
Principal payments under capital lease obligations |
(294 | ) | (223 | ) | (688 | ) | (522 | ) | ||||||||||
Net cash (used in) provided by financing activities |
(794 | ) | 527 | (6,688 | ) | 478 | ||||||||||||
Net increase in cash and cash equivalents |
66 | 3,360 | 479 | 3,994 | ||||||||||||||
CASH AND CASH EQUIVALENTS: |
||||||||||||||||||
Balance, beginning of period |
4,914 | 5,995 | 4,501 | 5,361 | ||||||||||||||
Balance, end of period |
$ | 4,980 | $ | 9,355 | $ | 4,980 | $ | 9,355 | ||||||||||
The accompanying notes are an integral part of these consolidated statements.
5
THE RESTAURANT COMPANY AND
SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Organization
The Restaurant Company (the Company, Perkins, or TRC) is a wholly-owned subsidiary of The Restaurant Holding Corporation (RHC). TRC conducts business under the name Perkins Restaurant and Bakery. TRC is also the sole stockholder of TRC Realty LLC, The Restaurant Company of Minnesota (TRCM) and Perkins Finance Corp. RHC is owned by Donald N. Smith (Mr. Smith), TRCs Chairman and Chief Executive Officer, and BancBoston Ventures, Inc. (BBV) Mr. Smith is also the Chairman and Chief Executive Officer of Friendly Ice Cream Corporation (FICC), which operates and franchises approximately 550 restaurants, located primarily in the northeastern United States.
Basis of Presentation
The accompanying unaudited consolidated financial statements of TRC have been prepared in accordance with the instructions to Form 10-Q and therefore do not include all information and notes necessary for complete financial statements in conformity with generally accepted accounting principles. The results for the periods indicated are unaudited but reflect all adjustments (consisting only of normal recurring adjustments) which management considers necessary for a fair presentation of the operating results. Results of operations for the interim periods are not necessarily indicative of a full year of operations. The notes to the financial statements contained in the 2001 Annual Report on Form 10-K should be read in conjunction with these statements.
Certain prior year amounts have been reclassified to conform to current year presentation.
Change in Accounting Reporting Period
Effective January 1, 2001, the Company converted its financial reporting from a calendar year basis to thirteen four-week periods ending on the last Sunday in December. The first quarter each year will include four four-week periods. The first and second quarters of 2002 ended on April 21 and July 14, respectively. The third and fourth quarters will end on October 6 and December 29, respectively.
Contingencies
The Company is a party to various legal proceedings in the ordinary course of business. Management does not believe it is likely that these proceedings, either individually or in the aggregate, will have a material adverse effect on the Companys financial position or results of operations.
In the past, the Company has sponsored financing programs offered by certain lending institutions to assist its franchisees in procuring funds for the construction of new franchised restaurants and to purchase and install in-store bakeries. The Company provided a limited guaranty of funds borrowed. The Companys obligations under these agreements expired during the first quarter of 2002.
On June 9, 2000, the Company entered into an agreement to guarantee fifty percent of borrowings up to a total guarantee of $1,500,000 for use by a franchisee to remodel and upgrade existing restaurants. As of July 14, 2002, there were $3,000,000 in borrowings outstanding under this agreement of which $1,500,000 were guaranteed by the Company.
6
Supplemental Cash Flow Information
The increase or decrease in cash and cash equivalents due to changes in operating assets and liabilities for the quarters and year-to-date periods ended July 14 and July 15, consists of the following (in thousands):
| Quarter | Quarter | Year-to- | Year-to- | ||||||||||||||
| Ended | Ended | Date | Date | ||||||||||||||
| July 14, | July 15, | July 14, | July 15 | ||||||||||||||
| 2002 | 2001 | 2002 | 2001 | ||||||||||||||
(Increase) Decrease in: |
|||||||||||||||||
Receivables |
$ | (389 | ) | $ | (650 | ) | $ | (1,283 | ) | $ | (636 | ) | |||||
Inventories |
(662 | ) | (324 | ) | (501 | ) | (159 | ) | |||||||||
Prepaid expenses and
other current assets |
331 | (81 | ) | 304 | (467 | ) | |||||||||||
Other assets |
543 | 90 | 595 | 281 | |||||||||||||
Increase (Decrease) in: |
|||||||||||||||||
Accounts payable |
3,868 | 2,210 | (194 | ) | (58 | ) | |||||||||||
Accrued expenses |
(3,516 | ) | (3,331 | ) | 1,754 | (2,114 | ) | ||||||||||
Other liabilities |
(1,057 | ) | 490 | (560 | ) | 82 | |||||||||||
| $ | (882 | ) | $ | (1,596 | ) | $ | 115 | $ | (3,071 | ) | |||||||
Other supplemental cash flow information is as follows (in thousands):
| Quarter | Quarter | Year-to- | Year-to- | |||||||||||||
| Ended | Ended | Date | Date | |||||||||||||
| July 14, | July 15, | July 14, | July 15, | |||||||||||||
| 2002 | 2001 | 2002 | 2001 | |||||||||||||
Cash paid for interest |
$ | 8,385 | $ | 7,262 | $ | 8,776 | $ | 7,569 | ||||||||
Income taxes paid |
830 | 1,165 | 896 | 1,752 | ||||||||||||
Income tax refunds received |
| | 639 | 16 | ||||||||||||
7
Segment Reporting
The following presents revenue and other financial information by business segment for the quarters and year-to-date periods ended July 14 and July 15 (in thousands):
| Quarter: | Restaurants | Franchise | Manufacturing | Other | Totals | |||||||||||||||
Quarter ended July 14, 2002: |
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