SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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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 September 29, 2002 | ||||||
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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 _____________ | ||||||
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| Commission file number 33-14051 | ||||||
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| Prandium, Inc. | ||||||
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| (Exact name of registrant as specified in its charter) | ||||||
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| Delaware |
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33-0197361 | ||||
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| (State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) | ||||
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| 2701 Alton Parkway, Irvine, California |
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92606 | ||||
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| (Address of principal executive offices) |
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(Zip Code) | ||||
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| Registrant’s telephone number, including area code: (949) 863-8500 | ||||||
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 and (2) has been subject to such filing requirements for the past 90 days.
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x |
No |
o |
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
| Yes |
x |
No |
o |
As of November 8, 2002 the registrant had issued and outstanding 5,000,000 shares of common stock, $.01 par value per share.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
PRANDIUM, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
($ in thousands)
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Successor |
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Predecessor |
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(Unaudited) |
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| ASSETS |
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| Current assets: |
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Cash and cash equivalents |
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$ |
5,919 |
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$ |
27,982 |
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Restricted cash |
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— |
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12,992 |
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Receivables, net |
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1,724 |
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1,894 |
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Inventories |
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1,624 |
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1,887 |
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Other current assets |
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2,861 |
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5,139 |
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Property held for sale |
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14,786 |
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15,844 |
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Total current assets |
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26,914 |
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65,738 |
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| Property and equipment, net |
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74,672 |
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96,926 |
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| Other assets, net |
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11,150 |
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11,218 |
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$ |
112,736 |
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$ |
173,882 |
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| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) |
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| Current liabilities: |
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Current portion of long-term debt, including capitalized lease obligations |
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$ |
536 |
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$ |
234,271 |
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Accounts payable |
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4,840 |
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6,178 |
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Current portion of self-insurance reserves |
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1,870 |
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2,012 |
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Other accrued liabilities |
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33,699 |
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81,117 |
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Income taxes payable |
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3,338 |
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3,379 |
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Total current liabilities |
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44,283 |
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326,957 |
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| Self-insurance reserves |
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5,828 |
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5,964 |
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| Other long-term liabilities |
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2,464 |
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2,648 |
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| Long-term debt, including capitalized lease obligations, less current portion |
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53,847 |
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967 |
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Total liabilities |
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106,422 |
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336,536 |
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| Commitments and contingencies |
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| Stockholders’ equity (deficit): |
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Common stock - authorized 9,000,000 shares, par value $.01 per share, 5,000,000 shares issued and outstanding on September 29, 2002 and authorized 300,000,000 shares, par value $.01 per share, 180,380,513 shares issued and outstanding on December 30, 2001 |
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50 |
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1,804 |
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Additional paid-in capital |
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8,759 |
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222,353 |
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Accumulated deficit |
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(2,495 |
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(386,811 |
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Total stockholders’ equity (deficit) |
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6,314 |
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(162,654 |
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$ |
112,736 |
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$ |
173,882 |
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See accompanying notes to condensed consolidated financial statements
- 2 -
PRANDIUM, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
($ in thousands,
except per share amounts)
(Unaudited)
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Successor |
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Predecessor |
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For the Quarter |
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For the Quarter |
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| Sales |
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$ |
62,595 |
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$ |
70,864 |
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| Product costs |
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15,474 |
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18,535 |
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| Payroll and related costs |
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22,575 |
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25,266 |
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| Occupancy and other operating expenses |
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18,115 |
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19,822 |
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| Depreciation and amortization |
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2,650 |
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4,077 |
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| General and administrative expenses |
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3,259 |
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5,069 |
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| Opening costs |
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— |
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130 |
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| Loss on disposition of properties, net |
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293 |
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330 |
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| Provision for divestitures and write-down of long-lived assets |
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60 |
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9,228 |
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| Restructuring costs |
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— |
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522 |
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Total costs and expenses |
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62,426 |
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82,979 |
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| Operating income (loss) |
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169 |
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(12,115 |
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| Interest expense, net |
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2,815 |
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7,098 |
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| Gain on extinguishment of debt |
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189 |
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— |
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| Loss before income tax provision |
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(2,457 |
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(19,213 |
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| Income tax provision |
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38 |
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38 |
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| Net loss |
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$ |
(2,495 |
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$ |
(19,251 |
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| Net loss per share - basic and diluted |
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$ |
(0.50 |
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$ |
(0.11 |
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| Weighted average shares outstanding - basic and diluted |
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5,000,000 |
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180,380,513 |
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See accompanying notes to condensed consolidated financial statements
- 3 -
PRANDIUM, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
($ in thousands,
except per share amounts)
(Unaudited)
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Successor |
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Predecessor Company |
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For the |
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For the Six |
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For the Nine |
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| Sales |
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$ |
62,595 |
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$ |
135,389 |
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$ |
221,374 |
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| Product costs |
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15,474 |
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33,850 |
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58,842 |
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| Payroll and related costs |
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22,575 |
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48,148 |
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79,382 |
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| Occupancy and other operating expenses |
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18,115 |
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37,778 |
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64,612 |
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| Depreciation and amortization |
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2,650 |
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6,085 |
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12,154 |
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| General and administrative expenses |
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3,259 |
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8,765 |
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16,784 |
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| Opening costs |
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— |
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1 |
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237 |
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| Loss on disposition of properties, net |
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293 |
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654 |
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1,101 |
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| Provision for divestitures and write-down of long-lived assets |
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60 |
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2,757 |
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9,417 |
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| Restructuring costs |
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— |
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2,316 |
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3,075 |
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Total costs and expenses |
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62,426 |
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140,354 |
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245,604 |
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| Operating income (loss) |
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169 |
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(4,965 |
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(24,230 |
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| Interest expense, net (contractual interest of $14,846 for the six months ended June 30, 2002) |
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2,815 |
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10,529 |
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20,810 |
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| Gain on extinguishment of debt |
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189 |
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191,385 |
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— |
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| Income (loss) before reorganization items and income tax provision |
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(2,457 |
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175,891 |
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(45,040 |
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| Reorganization items: |
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Professional fees |
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— |
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(669 |
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— |
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Fresh start adjustment |
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— |
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9,883 |
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— |
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Total reorganization items |
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— |
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9,214 |
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— |
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| Income (loss) before income tax provision |
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(2,457 |
) |
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185,105 |
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(45,040 |
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| Income tax provision |
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38 |
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187 |
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251 |
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| Net income (loss) |
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$ |
(2,495 |
) |
$ |
184,918 |
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$ |
(45,291 |
) | ||
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| Net income (loss) per share - basic and diluted |
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$ |
(0.50 |
) |
$ |
1.03 |
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$ |
(0.25 |
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| Weighted average shares outstanding - basic and diluted |
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5,000,000 |
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180,380,513 |
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180,380,513 |
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See accompanying notes to condensed consolidated financial statements
- 4 -
PRANDIUM, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
($ in
thousands)
(Unaudited)
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Successor Company |
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Predecessor Company |
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For the |
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For the Six |
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For the Nine |
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| Cash flows from operating activities: |
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Cash received from customers, franchisees and licensees |
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$ |
63,194 |
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$ |
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