SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
x
Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended March 30, 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 33-14051
Prandium, Inc.
(Exact name of registrant as specified in its charter)
| Delaware (State or other jurisdiction of incorporation or organization) |
33-0197361 (I.R.S. Employer Identification No.) |
| 2701 Alton Parkway, Irvine, California (Address of principal executive offices) |
92606 (Zip Code) |
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.
Yes x No o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).
Yes o No x
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 May 9, 2003 the registrant had issued and outstanding 5,000,000 shares of common stock, $.01 par value per share.
- 1 -
PRANDIUM, INC.
CONDENSED CONSOLIDATED
BALANCE SHEETS
($ in thousands)
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Successor Company |
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March 30, |
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December 29, |
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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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$ |
7,356 |
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$ |
6,570 |
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| Receivables, net |
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1,851 |
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1,615 |
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| Inventories |
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1,538 |
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1,729 |
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| Other current assets |
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2,447 |
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2,504 |
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| Property held for sale |
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11,891 |
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11,891 |
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| Total current assets |
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25,083 |
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24,309 |
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| Property and equipment, net |
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68,531 |
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72,612 |
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| Other assets, net |
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10,792 |
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11,079 |
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$ |
104,406 |
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$ |
108,000 |
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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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$ |
388 |
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$ |
426 |
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| Accounts payable |
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4,739 |
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4,581 |
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| Current portion of self-insurance reserves |
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2,282 |
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2,436 |
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| Other accrued liabilities |
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33,132 |
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34,780 |
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| Income taxes payable |
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1,070 |
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1,000 |
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| Total current liablities |
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41,611 |
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43,223 |
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| Self-insurance reserves |
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4,931 |
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5,096 |
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| Other long-term liabilities |
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2,354 |
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2,412 |
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| Long-term debt, including capitalized lease obligations, less current portion |
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57,935 |
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54,646 |
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| Total liabilities |
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106,831 |
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105,377 |
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| Commitments and contingencies |
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| Stockholders’ equity (deficit): |
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| Preferred stock - authorized 1,000,000 shares, par value $.01 per share, no shares issued and outstanding |
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— |
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— |
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| Common stock - authorized 9,000,000 shares, par value $.01 per share, 5,000,000 shares issued and outstanding on March 30, 2003 and on December 29, 2002 |
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50 |
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50 |
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| Additional paid-in capital |
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8,759 |
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8,759 |
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| Accumulated deficit |
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(11,234 |
) |
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(6,186 |
) |
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| Total stockholders’ equity (deficit) |
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(2,425 |
) |
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2,623 |
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$ |
104,406 |
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$ |
108,000 |
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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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$ |
60,188 |
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$ |
67,895 |
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| Product costs |
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14,972 |
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17,266 |
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| Payroll and related costs |
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21,209 |
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24,488 |
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| Occupancy and other operating expenses |
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17,254 |
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18,922 |
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| Depreciation and amortization |
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2,688 |
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3,023 |
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| General and administrative expenses |
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3,446 |
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4,671 |
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| Opening costs |
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— |
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1 |
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| Loss on disposition of properties, net |
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156 |
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141 |
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| Provision for divestitures and write-down of long-lived assets |
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347 |
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2,207 |
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| Restructuring costs |
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2,418 |
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381 |
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| Total costs and expenses |
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62,490 |
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71,100 |
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| Operating loss |
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(2,302 |
) |
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(3,205 |
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| Interest expense, net |
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2,779 |
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7,473 |
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| Gain on extinguishment of debt |
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141 |
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— |
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| Loss before income tax provision |
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(4,940 |
) |
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(10,678 |
) |
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| Income tax provision |
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108 |
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94 |
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| Net loss |
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$ |
(5,048 |
) |
$ |
(10,772 |
) |
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| Net loss per share - basic and diluted |
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$ |
(1.01 |
) |
$ |
(0.06 |
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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 CASH FLOWS
($ in thousands)
(Unaudited)
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Successor |
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Predecessor |
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For the |
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For the |
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| Cash flows from operating activities: |
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| Cash received from customer, franchisees and licensees |
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$ |
59,990 |
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$ |
68,273 |
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| Cash paid to suppliers and employees |
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(57,579 |
) |
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(66,562 |
) |
| Interest paid, net |
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(285 |
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(63 |
) |
| Opening costs |
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— |
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(1 |
) |
| Restructuring costs |
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(1,245 |
) |
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(671 |
) |
| Income taxes paid |
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(38 |
) |
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(55 |
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| Net cash provided by operating activities |
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843 |
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921 |
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| Cash flows from investing activities: |
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| Proceeds from disposal of property and equipment |
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1,750 |
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70 |
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| Proceeds from payments on notes receivable |
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173 |
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— |
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| Capital expenditures |
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(364 |
) |
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(405 |
) |
| Lease termination payments |
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(134 |
) |
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(1,203 |
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| Other divestment expenditures |
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(570 |
) |
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(486 |
) |
| Cash required for the El Torito Sale |
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— |
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(96 |
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| Decrease in restricted cash, net |
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— |
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2,423 |
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| Other |
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(372 |
) |
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(336 |
) |
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| Net cash provided by (used in) investing activities |
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483 |
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(33 |
) |
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| Cash flows from financing activities: |
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| Payment of debt issuance costs |
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— |
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(92 |
) |
| Reductions of long-term debt, including capitalized lease obligations |
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(540 |
) |
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(312 |
) |
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| Net cash used in financing activities |
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(540 |
) |
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(404 |
) |
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| Net increase in cash and cash equivalents |
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786 |
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|
484 |
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| Cash and cash equivalents at beginning of period |
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|
6,570 |
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|
27,982 |
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| Cash and cash equivalents at end of period |
|
$ |
7,356 |
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$ |
28,466 |
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