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 |
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| For the quarterly period ended October 6, 2002 | ||
| OR | ||
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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| For the transition period from to | ||
Commission file number 333-57925
The Restaurant Company
| Delaware | 62-1254388 | |
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| (State or other jurisdiction of incorporation or organization) | (I.R.S. employer identification no.) |
| 6075 Poplar Avenue, Suite 800, Memphis, TN | 38119 | |
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| (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 ü No
THE RESTAURANT COMPANY AND SUBSIDIARIES
TABLE OF CONTENTS
Part I Financial Information
| Item 1. | Financial Statements (Unaudited) | |||
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Consolidated Statements of Income for the Quarter
Ended October 6, 2002 and October 7, 2001; Year-to-Date October 6, 2002 and October 7, 2001 |
3 | |||
| Consolidated Balance Sheets as of October 6, 2002 and December 30, 2001 | 4 | |||
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Consolidated Statements of Cash Flows for the Quarter
Ended October 6, 2002 and October 7, 2001; Year-to-Date October 6, 2002 and October 7, 2001 |
6 | |||
| Notes to Consolidated Financial Statements | 7 | |||
| Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations | 13 | ||
| Item 3. | Quantitative and Qualitative Disclosures about Market Risk | 22 | ||
| Item 4. | Controls and Procedures | 23 | ||
| Part II Other Information | ||||
| Item 6. | Exhibits and Reports on Form 8-K | 24 | ||
| Signature | 25 | |||
| Certifications | 26 | |||
PART I FINANCIAL INFORMATION
| Quarter | Quarter | Year-to- | Year-to- | ||||||||||||||
| Ended | Ended | Date | Date | ||||||||||||||
| October 6, | October 7, | October 6, | October 7, | ||||||||||||||
| 2002 | 2001 | 2002 | 2001 | ||||||||||||||
REVENUE: |
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Food sales |
$ | 72,906 | $ | 70,535 | $ | 243,952 | $ | 235,213 | |||||||||
Franchise and other revenue |
5,299 | 5,543 | 17,353 | 17,816 | |||||||||||||
Total Revenue |
78,205 | 76,078 | 261,305 | 253,029 | |||||||||||||
COSTS AND EXPENSES: |
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Cost of sales: |
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Food cost |
19,979 | 19,674 | 67,411 | 65,673 | |||||||||||||
Labor and benefits |
24,810 | 24,753 | 85,383 | 82,239 | |||||||||||||
Operating expenses |
15,608 | 15,332 | 50,721 | 49,778 | |||||||||||||
General and administrative |
6,563 | 6,668 | 23,275 | 23,920 | |||||||||||||
Depreciation and amortization |
4,843 | 5,357 | 16,614 | 18,077 | |||||||||||||
Interest, net |
4,095 | 4,177 | 13,844 | 13,948 | |||||||||||||
Gain on disposition of assets |
(496 | ) | | (466 | ) | (1,097 | ) | ||||||||||
Asset write-down |
1,027 | 116 | 1,027 | 116 | |||||||||||||
Other, net |
(70 | ) | (320 | ) | (433 | ) | (1,009 | ) | |||||||||
Total Costs and expenses |
76,359 | 75,757 | 257,376 | 251,645 | |||||||||||||
Income before income taxes |
1,846 | 321 | 3,929 | 1,384 | |||||||||||||
(Provision for) Benefit from income taxes |
(154 | ) | 374 | (758 | ) | 20 | |||||||||||
NET INCOME |
$ | 1,692 | $ | 695 | $ | 3,171 | $ | 1,404 | |||||||||
The accompanying notes are an integral part of these consolidated statements.
3
THE RESTAURANT COMPANY AND SUBSIDIARIES
| October 6, | ||||||||||
| 2002 | December 30, | |||||||||
| (Unaudited) | 2001 | |||||||||
ASSETS |
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CURRENT ASSETS: |
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Cash and cash equivalents |
$ | 4,687 | $ | 4,501 | ||||||
Receivables, less allowance for
doubtful accounts of $1,203 and $907 |
8,817 | 8,468 | ||||||||
Inventories, at the lower of first-in,
first-out cost or market |
6,187 | 5,330 | ||||||||
Prepaid expenses and other current assets |
1,567 | 2,692 | ||||||||
Deferred income taxes |
705 | 705 | ||||||||
Total current assets |
21,963 | 21,696 | ||||||||
PROPERTY AND EQUIPMENT, at cost, net of
accumulated depreciation and amortization |
130,525 | 136,393 | ||||||||
ASSETS HELD FOR DISPOSITION |
1,716 | 5,087 | ||||||||
GOODWILL |
27,035 | 27,035 | ||||||||
INTANGIBLE ASSETS, net of accumulated
amortization of $4,385 and $3,651 |
4,932 | 5,667 | ||||||||
DEFERRED INCOME TAXES |
6,895 | 6,895 | ||||||||
OTHER ASSETS |
6,339 | 8,191 | ||||||||
| $ | 199,405 | $ | 210,964 | |||||||
The accompanying notes are an integral part of these consolidated balance sheets.
4
THE RESTAURANT COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In Thousands, Except Par and Share Amounts)
| October 6, | |||||||||||
| 2002 | December 30, | ||||||||||
| (Unaudited) | 2001 | ||||||||||
LIABILITIES AND STOCKHOLDERS INVESTMENT |
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CURRENT LIABILITIES: |
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Current maturities of long-term debt and capital lease obligations |
$ | 9,480 | $ | 1,030 | |||||||
Accounts payable |
11,872 | 13,100 | |||||||||
Accrued expenses |
21,965 | 18,748 | |||||||||
Total current liabilities |
43,317 | 32,878 | |||||||||
CAPITAL LEASE OBLIGATIONS, less
current maturities |
1,496 | 1,944 | |||||||||
LONG-TERM DEBT |
149,009 | 172,831 | |||||||||
OTHER LIABILITIES |
4,860 | 5,759 | |||||||||
STOCKHOLDERS INVESTMENT: |
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Common stock $.01 par value, 100,000 shares authorized,
10,820 issued and outstanding |
1 | 1 | |||||||||
Accumulated earnings (deficit) |
722 | (2,449 | ) | ||||||||
Total stockholders investment (deficit) |
723 | (2,448 | ) | ||||||||
| $ | 199,405 | $ | 210,964 | ||||||||
The accompanying notes are an integral part of these consolidated balance sheets.
5
THE RESTAURANT COMPANY AND SUBSIDIARIES
| Quarter | Quarter | Year-to- | Year-to- | |||||||||||||||
| Ended | Ended | Date | Date | |||||||||||||||
| October 6, | October 7, | October 6, | October 7, | |||||||||||||||
| 2002 | 2001 | 2002 | 2001 | |||||||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: |
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Net income |
$ | 1,692 | $ | 695 | $ | 3,171 | $ | 1,404 | ||||||||||
Adjustments to reconcile net income to net cash
provided by operating activities: |
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Depreciation and amortization |
4,843 | 5,357 | 16,614 | 18,077 | ||||||||||||||
Accretion of interest on Senior Discount Notes |
6 | 695 | 19 | 2,253 | ||||||||||||||
Asset write-down |
1,027 | 116 | 1,027 | 116 | ||||||||||||||
Provision for bad debt expense |
187 | 89 | 408 | 299 | ||||||||||||||
Gain on disposition of assets |
(496 | ) | | (466 | ) | (1,097 | ) | |||||||||||
Net changes in operating assets and liabilities |
2,528 | (832 | ) | 2,063 | (3,906 | ) | ||||||||||||
Total adjustments |
8,095 | 5,425 | 19,665 | 15,742 | ||||||||||||||
Net cash provided by operating activities |
9,787 | 6,120 | 22,836 | 17,146 | ||||||||||||||
CASH FLOWS FROM INVESTING ACTIVITIES: |
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Cash paid for property and equipment |
(3,073 | ) | (6,399 | ) | (11,907 | ) | (17,741 | ) | ||||||||||
Proceeds from sale of assets held for disposition |
2,699 | | 4,712 | 3,687 | ||||||||||||||
Proceeds from notes receivable |
44 | 41 | 383 | 185 | ||||||||||||||
Net cash used in investing activities |
(330 | ) | (6,358 | ) | (6,812 | ) | (13,869 | ) | ||||||||||
CASH FLOWS FROM FINANCING ACTIVITIES: |
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(Payments on) net proceeds from long-term debt |
(9,000 | ) | 250 | (15,000 | ) | 1,250 | ||||||||||||
Principal payments under capital lease obligations |
(150 | ) | (224 | ) | (838 | ) | (745 | ) | ||||||||||
Net cash (used in) provided by financing activities |
(9,150 | ) | 26 | (15,838 | ) | 505 | ||||||||||||
Net increase (decrease) in cash and cash equivalents |
307 | (212 | ) | 186 | 3,782 | |||||||||||||
CASH AND CASH EQUIVALENTS: |
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Balance, beginning of period |
4,380 | 9,355 | 4,501 | 5,361 | ||||||||||||||
Balance, end of period |
$ | 4,687 | $ | 9,143 | $ | 4,687 | $ | 9,143 | ||||||||||
The accompanying notes are an integral part of these consolidated statements.
6
THE RESTAURANT COMPANY AND SUBSIDIARIES
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 and Perkins Finance Corp. RHCs principal stockholders are 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, second and third quarters of 2002 ended on April 21, July 14 and October 6, respectively. The fourth quarter will end on December 29.
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 October 6, 2002, there were $3,000,000 in borrowings outstanding under this agreement of which $1,500,000 were guaranteed by the Company.
7
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 October 6 and October 7, consists of the following (in thousands):
| Quarter | Quarter | Year-to- | Year-to- | ||||||||||||||
| Ended | Ended | Date | Date | ||||||||||||||
| October 6, | October 7, | October 6, | October 7, | ||||||||||||||
| 2002 | 2001 | 2002 | 2001 | ||||||||||||||
(Increase) Decrease in: |
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Receivables |
$ | 228 | $ | (944 | ) | $ | (1,055 | ) | $ | (1,580 | ) | ||||||
Inventories |
(356 | ) | (1,170 | ) | (857 | ) | (1,329 | ) | |||||||||
Prepaid expenses and
other current assets |
821 | 232 | 1,125 | (235 | ) | ||||||||||||
Other assets |
1,468 | 227 | 2,041 | 507 | |||||||||||||
Increase (Decrease) in: |
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Accounts payable |
(1,079 | ) | (34 | ) | (1,273 | ) | (94 | ) | |||||||||
Accrued expenses |
2,228 | 1,151 | 3,982 | (962 | ) | ||||||||||||
Other liabilities |
(782 | ) | (294 | ) | (1,900 | ) | (213 | ) | |||||||||
| $ | 2,528 | $ | (832 | ) | $ | 2,063 | $ | (3,906 | ) | ||||||||