UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 10-Q
(Mark One)
| þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| For the quarterly period ended July 13, 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 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 þ 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 þ No o
Indicate by þ whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ
Number of shares of common stock outstanding: 10,820.
1
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
THE RESTAURANT COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In Thousands)
| Quarter | Quarter | Year-to- | Year-to- | ||||||||||||||
| Ended July | Ended July | Date July | Date July | ||||||||||||||
| 13, 2003 | 14, 2002 | 13, 2003 | 14, 2002 | ||||||||||||||
REVENUES: |
|||||||||||||||||
Food sales |
$ | 72,286 | $ | 72,637 | $ | 166,018 | $ | 171,046 | |||||||||
Franchise and other revenue |
5,338 | 5,451 | 11,595 | 12,054 | |||||||||||||
Total Revenues |
77,624 | 78,088 | 177,613 | 183,100 | |||||||||||||
COSTS AND EXPENSES: |
|||||||||||||||||
Cost of sales (excluding depreciation shown below): |
|||||||||||||||||
Food cost |
20,814 | 19,840 | 47,253 | 47,432 | |||||||||||||
Labor and benefits |
25,152 | 25,539 | 59,022 | 60,573 | |||||||||||||
Operating expenses |
14,941 | 14,991 | 34,905 | 35,113 | |||||||||||||
General and administrative |
6,870 | 7,501 | 15,787 | 16,711 | |||||||||||||
Depreciation and amortization |
4,162 | 5,006 | 9,921 | 11,772 | |||||||||||||
Interest, net |
3,774 | 4,133 | 9,044 | 9,749 | |||||||||||||
Provision for disposition of assets |
53 | 2 | 55 | 30 | |||||||||||||
Asset write-down |
150 | | 150 | | |||||||||||||
Other, net |
(126 | ) | (121 | ) | (287 | ) | (363 | ) | |||||||||
Total Costs and Expenses |
75,790 | 76,891 | 175,850 | 181,017 | |||||||||||||
Income before income taxes |
1,834 | 1,197 | 1,763 | 2,083 | |||||||||||||
Provision for income taxes |
(396 | ) | (347 | ) | (382 | ) | (604 | ) | |||||||||
NET INCOME |
$ | 1,438 | $ | 850 | $ | 1,381 | $ | 1,479 | |||||||||
The accompanying notes are an integral part of these consolidated statements.
2
THE RESTAURANT COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In Thousands)
| July 13, | ||||||||||
| 2003 | December 29, | |||||||||
| (Unaudited) | 2002 | |||||||||
ASSETS |
||||||||||
CURRENT ASSETS: |
||||||||||
Cash and cash equivalents |
$ | 5,634 | $ | 5,813 | ||||||
Receivables, less allowance for
doubtful accounts of $874 and $1,041 |
8,574 | 9,671 | ||||||||
Inventories, at the lower of first-
in, first-out cost or market |
5,814 | 5,182 | ||||||||
Prepaid expenses and other current assets |
2,179 | 1,977 | ||||||||
Deferred income taxes |
721 | 721 | ||||||||
Total current assets |
22,922 | 23,364 | ||||||||
PROPERTY AND EQUIPMENT, at cost, net of
accumulated depreciation and amortization |
122,215 | 126,985 | ||||||||
GOODWILL |
27,035 | 27,035 | ||||||||
INTANGIBLE ASSETS, net of accumulated
amortization of $4,964 and $4,581 |
4,354 | 4,737 | ||||||||
DEFERRED INCOME TAXES |
9,209 | 9,209 | ||||||||
OTHER ASSETS |
6,808 | 7,354 | ||||||||
| $ | 192,543 | $ | 198,684 | |||||||
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 13, | |||||||||||
| 2003 | December 29, | ||||||||||
| (Unaudited) | 2002 | ||||||||||
LIABILITIES AND STOCKHOLDERS INVESTMENT |
|||||||||||
CURRENT LIABILITIES: |
|||||||||||
Current maturities of long-term debt and capital lease obligations |
$ | 582 | $ | 9,489 | |||||||
Accounts payable |
11,781 | 14,132 | |||||||||
Accrued expenses |
19,914 | 17,849 | |||||||||
Total current liabilities |
32,277 | 41,470 | |||||||||
CAPITAL LEASE OBLIGATIONS, less
current maturities |
1,052 | 1,334 | |||||||||
LONG-TERM DEBT |
151,759 | 150,015 | |||||||||
OTHER LIABILITIES |
6,355 | 6,146 | |||||||||
STOCKHOLDERS INVESTMENT: |
|||||||||||
Common stock, $.01 par value, 100,000 shares authorized,
10,820 issued and outstanding |
1 | 1 | |||||||||
Accumulated earnings (deficit) |
1,099 | (282 | ) | ||||||||
Total stockholders investment (deficit) |
1,100 | (281 | ) | ||||||||
| $ | 192,543 | $ | 198,684 | ||||||||
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 July | Ended July | Date July | Date July | |||||||||||||||
| 13, 2003 | 14, 2002 | 13, 2003 | 14, 2002 | |||||||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: |
||||||||||||||||||
Net income |
$ | 1,438 | $ | 850 | $ | 1,381 | $ | 1,479 | ||||||||||
Adjustments to reconcile net income to net cash
provided by operating activities: |
||||||||||||||||||
Depreciation and amortization |
4,162 | 5,006 | 9,921 | 11,772 | ||||||||||||||
Accretion of Senior Discount Notes |
| 6 | 7 | 13 | ||||||||||||||
Provision for bad debt expense |
107 | 111 | 243 | 223 | ||||||||||||||
Provision for disposition of assets |
53 | 2 | 55 | 30 | ||||||||||||||
Asset write-down |
150 | | 150 | | ||||||||||||||
Net changes in operating assets and liabilities |
(1,174 | ) | (882 | ) | 266 | 115 | ||||||||||||
Total adjustments |
3,298 | 4,243 | 10,642 | 12,153 | ||||||||||||||
Net cash provided by operating activities |
4,736 | 5,093 | 12,023 | 13,632 | ||||||||||||||
CASH FLOWS FROM INVESTING ACTIVITIES: |
||||||||||||||||||
Cash paid for property and equipment |
(2,820 | ) | (4,280 | ) | (4,989 | ) | (8,834 | ) | ||||||||||
Proceeds from sale of assets held for disposition |
| | 10 | 2,030 | ||||||||||||||
Payments on notes receivable |
28 | 47 | 229 | 339 | ||||||||||||||
Net cash used in investing activities |
(2,792 | ) | (4,233 | ) | (4,750 | ) | (6,465 | ) | ||||||||||
CASH FLOWS FROM FINANCING ACTIVITIES: |
||||||||||||||||||
Proceeds from long-term debt |
3,750 | 12,750 | 3,750 | 27,750 | ||||||||||||||
Payments on long-term debt |
(8,853 | ) | (13,250 | ) | (10,853 | ) | (33,750 | ) | ||||||||||
Principal payments under capital lease obligations |
(149 | ) | (294 | ) | (349 | ) | (688 | ) | ||||||||||
Net cash used in financing activities |
(5,252 | ) | (794 | ) | (7,452 | ) | (6,688 | ) | ||||||||||
Net (decrease) increase in cash and cash equivalents |
(3,308 | ) | 66 | (179 | ) | 479 | ||||||||||||
CASH AND CASH EQUIVALENTS: |
||||||||||||||||||
Balance, beginning of period |
8,942 | 4,914 | 5,813 | 4,501 | ||||||||||||||
Balance, end of period |
$ | 5,634 | $ | 4,980 | $ | 5,634 | $ | 4,980 | ||||||||||
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 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 of Friendly Ice Cream Corporation (FICC), which operates and franchises approximately 543 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 2002 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.
Accounting Reporting Period
The Companys fiscal calendar year consists of 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 ended on April 20 and July 13, respectively. The third and fourth quarters of 2003 will end on October 5 and December 28, 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.
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 13, 2003, there was $3,000,000 in borrowings outstanding under this agreement of which the Company guaranteed $1,500,000. The franchisee intends to refinance the indebtedness, at which time, the Companys obligation under the current agreement will terminate.
Asset Write-Down
During the second quarter of 2003, the Company determined that impairment existed with respect to one Company owned restaurant. This determination was made based on the Companys projections that the future cash flows of this restaurant would not exceed the present carrying value of the assets. Accordingly, the Company recorded an impairment charge of $150,000 to adjust the assets of this restaurant to net realizable value.
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 13 and July 14, consists of the following (in thousands):
| Quarter Ended | Quarter Ended | Year-to-Date | Year-to-Date | ||||||||||||||
| July 13, 2003 | July 14, 2002 | July 13, 2003 | July 14, 2002 | ||||||||||||||
(Increase) Decrease in: |
|||||||||||||||||
Receivables |
$ | (292 | ) | $ | (389 | ) | $ | 941 | $ | (1,283 | ) | ||||||
Inventories |
93 | (662 | ) | (632 | ) | (501 | ) | ||||||||||
Prepaid expenses and
other current assets |
283 | 331 | (202 | ) | 304 | ||||||||||||
Other assets |
(60 | ) | 543 | 236 | 595 | ||||||||||||
Increase (Decrease) in: |
|||||||||||||||||
Accounts payable |
3,173 | 3,868 | (2,351 | ) | (194 | ) | |||||||||||
Accrued expenses |
(4,670 | ) | (3,516 | ) | 2,065 | 1,754 | |||||||||||
Other liabilities |
299 | (1,057 | ) | 209 | (560 | ) | |||||||||||
| $ | (1,174 | ) | $ | (882 | ) | $ | 266 | $ | 115 | ||||||||
Other supplemental cash flow information is as follows (in thousands):
| Quarter Ended | Quarter Ended | Year-to-Date | Year-to-Date | |||||||||||||
| July 13, 2003 | July 14, 2002 | July 13, 2003 | July 14, 2002 | |||||||||||||
Cash paid for interest |
$ | 8,192 | $ | 8,385 | $ | 8,389 | $ | 8,776 | ||||||||
Income taxes paid |
42 | 830 | 117 | 896 | ||||||||||||
Income tax refunds received |
23 | | 59 | 639 | ||||||||||||
7
Segment Reporting
The following presents revenue and other financial information by business segment for the quarters and year-to-date periods ended July 13 and July 14 (in thousands):
| Quarter: | Restaurants | Franchise | Manufacturing | Other | Totals | |||||||||||||||
Quarter ended July 13, 2003: |
||||||||||||||||||||
Revenue from
external customers |
$ | 64,373 | $ | 5,236 | $ | 7,913 | $ | 102 | $ | 77,624 | ||||||||||
Intersegment revenue |
| | 2,089 | | 2,089 | |||||||||||||||
Segment profit (loss) |
5,578 | 4,457 | 1,964 | (10,561 | ) | 1,438 | ||||||||||||||
Quarter ended July 14, 2002: |
||||||||||||||||||||
Revenue from
external customers |
$ | 64,817 | $ | 5,339 | $ | 7,371 | $ | 561 | $ | 78,088 | ||||||||||
Intersegment revenue |
| | 1,904 | | 1,904 | |||||||||||||||
Segment profit (loss) |
6,390 | 4,521 | 1,710 | (11,771 | ) | 850 | ||||||||||||||
| Year-to-Date: | Restaurants | Franchise | Manufacturing | |||||||||||||||||