SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| ý | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the quarterly period ended September 30, 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 1-9684 |
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ANGELO AND MAXIE'S, INC.
(Exact name of registrant as specified in its charter)
| Delaware (State or other jurisdiction of Incorporation or organization) |
33-0147725 (I.R.S. Employer Identification No.) |
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640 North LaSalle, Suite 295, Chicago, Illinois, 60610 (Address of principal executive offices, including zip code) |
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(312) 266-1100 (registrant's telephone number, including area code) |
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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 (or for such shorter periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ý No o
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of November 14, 2002:
Common Stock ($.01 par value) 1,987,733
ANGELO AND MAXIE'S, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
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September 30, 2002 |
December 31, 2001 |
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(Unaudited) |
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| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 8,123 | $ | 260 | ||||
| Cash in escrow | 2,000 | | ||||||
| Accounts receivable, net | 567 | 2,721 | ||||||
| Inventories | 432 | 2,365 | ||||||
| Prepaid expenses and other current assets | 990 | 647 | ||||||
| Total current assets | 12,112 | 5,993 | ||||||
| Equipment and improvements, net | 13,624 | 66,104 | ||||||
| Leased property under capital leases, net | 1,139 | 1,779 | ||||||
| Restricted cash | 2,748 | | ||||||
| Other assets, including net intangibles | 4,850 | 14,651 | ||||||
| Total assets | 34,473 | 88,527 | ||||||
LIABILITIES AND STOCKHOLDERS' EQUITY |
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| Current liabilities: | ||||||||
| Current portion of long-term obligations | 121 | 25,476 | ||||||
| Debt to related parties | | 5,577 | ||||||
| Accounts payable | 2,555 | 10,107 | ||||||
| Accrued liabilities | 5,114 | 9,239 | ||||||
| Liabilities of discontinued operations | 1,455 | | ||||||
| Total current liabilities | 9,245 | 50,399 | ||||||
Non-current liabilities (excluding current portion): |
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| Deferred gain | 967 | 967 | ||||||
| Long-term portion of landlord note | 431 | 501 | ||||||
| Long-term portion of capital lease obligations | 1,868 | 2,832 | ||||||
| Other long-term obligations | 972 | 574 | ||||||
| Total non-current liabilities (excluding current portion) | 4,238 | 4,874 | ||||||
Stockholders' equity: |
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| Preferred stock, $1.00 par value, 10,000,000 shares authorized; 4,134,736 and 3,970,550 shares issued and outstanding at September 30, 2002 and December 31, 2001, respectively | 4,135 | 3,971 | ||||||
| Common stock, $0.01 par value, 30,000,000 shares authorized; 1,984,161 and 1,975,766 shares issued and outstanding at September 30, 2002 and December 31, 2001, respectively | 20 | 20 | ||||||
| Additional paid-in capital | 65,407 | 65,123 | ||||||
| Retained deficit | (48,572 | ) | (35,860 | ) | ||||
| Total stockholders' equity | 20,990 | 33,254 | ||||||
| Total liabilities and stockholders' equity | $ | 34,473 | $ | 88,527 | ||||
The accompanying notes are an integral part of these consolidated financial statements.
1
ANGELO AND MAXIE'S, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
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Third quarter ended September 30, 2002 |
Reclassified third quarter ended September 24, 2001 |
Nine months ended September 30, 2002 |
Reclassified nine months ended September 24, 2001 |
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(See Note 1) |
(See Note 1) |
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| Revenues | $ | 5,634 | $ | 6,316 | $ | 19,690 | $ | 21,318 | |||||||
| Operating costs and expenses: | |||||||||||||||
| Cost of sales | 2,041 | 2,415 | 7,044 | 7,984 | |||||||||||
| Restaurant labor | 1,442 | 1,975 | 4,802 | 6,251 | |||||||||||
| Other operating costs | 1,077 | 1,399 | 3,851 | 4,044 | |||||||||||
| Rent | 681 | 797 | 1,763 | 2,308 | |||||||||||
| Total restaurant costs | 5,241 | 6,586 | 17,460 | 20,587 | |||||||||||
| Selling, general and administrative expenses | 597 | 114 | 915 | 902 | |||||||||||
| Depreciation and amortization | 182 | 536 | 1,037 | 1,693 | |||||||||||
| Impairment of assets and restructuring charges | 497 | 5,520 | 7,558 | 5,520 | |||||||||||
| Pre-opening costs | | | | 597 | |||||||||||
| (Income) loss on disposal of assets | | (40 | ) | 2 | 969 | ||||||||||
| Total restaurant and operating costs | 6,517 | 12,716 | 26,972 | 30,268 | |||||||||||
| Loss from operations | (883 | ) | (6,400 | ) | (7,282 | ) | (8,950 | ) | |||||||
| Interest expense, net | 580 | 967 | 2,617 | 3,612 | |||||||||||
| Other income | (51 | ) | (45 | ) | (151 | ) | (1,035 | ) | |||||||
| Loss from continuing operations before income taxes and extraordinary item | (1,412 | ) | (7,322 | ) | (9,748 | ) | (11,527 | ) | |||||||
| Provision for income taxes | | 5,380 | | 5,380 | |||||||||||
| Loss from continuing operations before extraordinary item | (1,412 | ) | (12,702 | ) | (9,748 | ) | (16,907 | ) | |||||||
| Discontinued operations: | |||||||||||||||
| (Loss) income from operations | (649 | ) | (625 | ) | 302 | (935 | ) | ||||||||
| Gain (loss) on sale | 1,092 | | (2,589 | ) | | ||||||||||
| Income (loss) from discontinued operations | 443 | (625 | ) | (2,287 | ) | (935 | ) | ||||||||
| Net loss before extraordinary item | (969 | ) | (13,327 | ) | (12,035 | ) | (17,842 | ) | |||||||
| Extraordinary item, material modification of debt | | 942 | | 942 | |||||||||||
| Net loss | $ | (969 | ) | $ | (14,269 | ) | $ | (12,035 | ) | $ | (18,784 | ) | |||
| Preferred dividends | 234 | 213 | 681 | 213 | |||||||||||
| Net loss applicable to common shares | $ | (1,203 | ) | $ | (14,482 | ) | $ | (12,716 | ) | $ | (18,997 | ) | |||
| Net (loss) income per common share | |||||||||||||||
| Basic and diluted: | |||||||||||||||
| Continuing operations, before extraordinary item | $ | (0.83 | ) | $ | (6.55 | ) | $ | (5.27 | ) | $ | (8.69 | ) | |||
| Discontinued operations | 0.22 | (0.32 | ) | (1.15 | ) | (0.48 | ) | ||||||||
| Extraordinary item, material modification of debt | | (0.48 | ) | | (0.48 | ) | |||||||||
| $ | (0.61 | ) | $ | (7.35 | ) | $ | (6.42 | ) | $ | (9.65 | ) | ||||
| Weighted-average shares outstanding | 1,982 | 1,971 | 1,980 | 1,969 | |||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
2
ANGELO AND MAXIE'S, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands, unaudited)
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Nine months ended September 30, 2002 |
Reclassified nine months ended September 24, 2001 |
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(See Note 1) |
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| Cash flows from operating activities: | |||||||||
| Net loss | $ | (12,035 | ) | $ | (18,784 | ) | |||
| Adjustments to reconcile net loss to cash flows used in operating activities: | |||||||||
| Depreciation and amortization | 1,037 | 1,693 | |||||||
| Loss provision for impairment of assets and restructuring charges | 7,558 | 5,520 | |||||||
| Loss on disposal of assets | 2 | 969 | |||||||
| Common stock issued in lieu of compensation | 79 | 43 | |||||||
| Amortization of debt issuance costs, included in interest expense | 443 | 214 | |||||||
| Provision for net deferred income tax asset | | 5,380 | |||||||
| Extraordinary item, material modification of debt | | 942 | |||||||
| Changes in working capital: | |||||||||
| (Increase) decrease in accounts receivable | (232 | ) | 12 | ||||||
| Decrease in inventories | 193 | 99 | |||||||
| (Increase) decrease in prepaid expenses and other current assets | (692 | ) | 465 | ||||||
| (Increase) decrease in other assets | (447 | ) | 46 | ||||||
| Increase (decrease) in accounts payable | 751 | (1,532 | ) | ||||||
| Increase (decrease) in accrued liabilities | 2,445 | (1,440 | ) | ||||||
| Increase in other non-current obligations (excluding current portion) | 398 | 528 | |||||||
| Cash used in continuing operating activities | (500 | ) | (5,845 | ) | |||||
| Discontinued operations: | |||||||||
| Depreciation and amortization | 2,155 | 4,099 | |||||||
| Loss on sale | 2,589 | | |||||||
| Decrease in assets held for disposal | 6,713 | 1,228 | |||||||
| Decrease in liabilities of discontinued operations | (15,779 | ) | (776 | ) | |||||
| Cash (used in) provided by discontinued operating activities | (4,322 | ) | 4,551 | ||||||
| Cash used in operating activities | (4,822 | ) | (1,294 | ) | |||||
| Cash flows provided by (used in) investing activities: | |||||||||
| Proceeds from sale of Chart House Business | 49,925 | | |||||||
| Cash in escrow | (2,000 | ) | | ||||||
| Expenditures for equipment and improvements | (195 | ) | (8,312 | ) | |||||
| Proceeds from sale of equipment and improvements | | 40 | |||||||
| Cash provided by (used in) investing activities | 47,730 | (8,272 | ) | ||||||
| Cash flows (used in) provided by financing activities: | |||||||||
| Restricted cash for letters of credit | (2,748 | ) | | ||||||
| Net (payments) borrowings under revolving credit agreement | (14,395 | ) | 2,400 | ||||||
| Payments on term loan | (10,814 | ) | (2,308 | ) | |||||
| Payments on borrowings from related parties | (6,510 | ) | (579 | ) | |||||
| Borrowings from related parties | | 3,579 | |||||||
| Payments on acquisition indebtedness | (125 | ) | (560 | ) | |||||
| Reduction of obligations under capital leases | (53 | ) | (8 | ) | |||||
| Debt and equity issuance costs | (400 | ) | (1,672 | ) | |||||
| Proceeds from issuance of common stock | | 81 | |||||||
| Proceeds from issuance of preferred stock | | 8,500 | |||||||
| Cash (used in) provided by financing activities | (35,045 | ) | 9,433 | ||||||
| Increase (decrease) in cash | 7,863 | (133 | ) | ||||||
| Cash and cash equivalents, beginning of period | 260 | 191 | |||||||
| Cash and cash equivalents, end of period | $ | 8,123 | $ | 58 | |||||
The accompanying notes are an integral part of these consolidated financial statements.
3
ANGELO AND MAXIE'S, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2002
(Unaudited)
(1) BASIS OF PRESENTATION
The accompanying consolidated financial statements of Angelo and Maxie's, Inc. (formerly known as Chart House Enterprises, Inc.) and its wholly-owned subsidiaries (the "Company") for the quarterly periods ended September 30, 2002 and September 24, 2001, have been prepared in accordance with generally accepted accounting principles, and with the instructions to Form 10-Q. These financial statements have not been audited by independent public accountants, but include all adjustments (consisting of a normal and recurring nature) that are, in the opinion of management, necessary for a fair presentation of the financial condition, results of operations, and cash flows for such periods. However, these results are not necessarily indicative of results for any other interim period or for the full fiscal year.
The Company consummated the sale of 38 Chart House restaurants and one Peohe's restaurant (the "Chart House Business") to a third party (the "Purchaser") as of July 30, 2002. See Note 2 "Sale of Chart House Business." The operations for these restaurants have been presented as discontinued operations, and the Company has reclassified its Consolidated Statements of Operations and Consolidated Statements of Cash Flows for the quarter and nine months ended September 24, 2001, in accordance with Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets"("SFAS No. 144").
On February 22, 2002, the Company effected a reverse stock split ("Reverse Stock Split") of its common stock, par value $0.01 per share ("Common Stock"), pursuant to which each six shares of Common Stock issued and outstanding on such date were reclassified as and converted into one share of Common Stock immediately following the Reverse Stock Split. The Reverse Stock Split has been reflected in the accompanying financial statements as if it had occurred at the beginning of fiscal 2001.
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Certain information and footnote disclosures normally included in financial statements in accordance with generally accepted accounting principles have been omitted pursuant to requirements of the Securities and Exchange Commission. Management believes that the disclosures included in the accompanying interim financial statements and footnotes are adequate, but should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2001.
Certain prior period balances have been reclassified to conform to the current period presentation.
(2) SALE OF CHART HOUSE BUSINESS
In May 2002, the Board of Directors of the Company authorized the sale of the Chart House Business. The sale was completed as of July 30, 2002, for consideration of approximately $55.3 million, consisting of cash and the assumption of approximately $3.1 million of certain current liabilities. The Company used a portion of the proceeds to repay all amounts outstanding on its senior, secured debt and a subordinated note owed to a related party. See Note 4 "Debt." $2.5 million of the sale proceeds were held in escrow pending receipt of certain landlord consents. As of September 30, 2002, $0.5 million of the funds had been released from escrow to the Company. The Company recorded a provision for estimated loss on sale of discontinued operations of $3.7 million in the fiscal quarter ended July 1, 2002, which was revised to $2.6 million in the third quarter of 2002, primarily as a result of the elimination of net liabilities to landlords following the receipt of the landlords' consent to assign certain leases to the Purchaser.
The sale received the approval of the Company's stockholders at a special meeting held on July 30, 2002. At the special meeting, the Company's stockholders also approved the change of the Company's name from Chart House Enterprises, Inc. to Angelo and Maxie's, Inc. See "Part IIOther Information, Item 4. Submission of Matters to a Vote of Security Holders." The asset purchase agreement provides for, among other things, post-closing adjustments to the consideration received to account for any differences between actual and estimated
4
purchased current assets, assumed current liabilities, and certain prorated expenses. Any such post-closing adjustments will be treated, when made, as adjustments to the cash consideration received by the Company and will change the loss on sale at that time. At September 30, 2002, the Purchaser had not yet authorized the release of the remaining escrow funds, nor paid $0.3 million of the purchase price that the Company believes it is owed under the asset purchase agreement. The Company has taken legal action to collect these funds. See "Part IIOther Information, Item 1. Legal Proceedings." Subsequently, $1.75 million of the escrow funds were released, of which $1.5 million was included in the aforementioned legal proceedings.
Through July 29, 2002, the Company owned 38 Chart House and one Peohe's restaurants, the operations of which have been reported as discontinued. Condensed financial information for the results of operations for the discontinued operations is as follows (in thousands):
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Third quarter ended September 30, 2002 |
Third quarter ended September 24, 2001 |
Nine months ended September 30, 2002 |
Nine months ended September 24, 2001 |
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| Revenues | $ | 9,676 | $ | 30,754 | $ | 68,859 | $ | 92,008 | |||||
| Total restaurant costs | 9,785 | 27,306 | 61,583 | 81,005 | |||||||||
| Selling, general and administrative expenses | 326 | 2,537 | 4,713 | 7,744 | |||||||||
| Depreciation and amortization | 154 | 1,441 | 2,201 | 4,099 | |||||||||
| Interest expense, related to capital leases | 60 | 95 | 60 | 95 | |||||||||
| (Loss) income from discontinued operations | $ | (649 | ) | $ | (625 | ) | $ | 302 | $ | (935 | ) | ||
The liabilities of discontinued operations balance of $1.5 million at September 30, 2002, is primarily comprised of accrued transactional costs.
(3) IMPAIRMENT OF ASSETS AND RESTRUCTURING CHARGES
On January 1, 2002, the Company adopted Statement of Financial Accounting Standards No. 142, "Accounting for Goodwill and Other Intangible Assets" ("SFAS 142"), which requires, among other things, that effective January 1, 2002, goodwill and certain other intangible assets resulting from a business combination accounted for as a purchase no longer be amortized, but be subject to ongoing impairment review. In connection with the transitional goodwill and certain other intangible assets impairment evaluation, SFAS 142 required the Company to perform an assessment of whether there was an indication that goodwill and certain other intangible assets were impaired as of the date of adoption. To accomplish this evaluation, the Company determined the carrying value of each reporting unit by assigning the assets and liabilities, including the existing goodwill and certain other intangible assets, to those reporting units as of the date of adoption.
During the second quarter 2002, the Company completed its required review by comparing its carrying value for the Angelo and Maxie's Steakhouse business to fair market value. In determining the fair market value of its assets, management considers several factors requiring the exercise of business judgment. Such judgments include developing valuation multiples, such as the ratio of total capitalized value to restaurant earnings before interest, taxes, depreciation, and amortization for an industry peer group of publicly traded companies, and applying those multiples to the Company's historical and projected operating performance. Such evaluation indicated that the recorded value of goodwill and trade name of the Angelo and Maxie's Steakhouse business was impaired by $5.4 million, and a related charge to continuing operations was recorded in the second quarter of 2002. During the quarter and nine months ended September 24, 2001, the Company recognized $0.1 million and $0.4 million of amortization expense related to these intangible assets.
During the third quarter of 2002, the Company determined that corporate leasehold improvements had been impaired due to the significant reduction in corporate staff utilizing the assets subsequent to the sale of the Chart House Business. The Company recorded a $0.2 million charge to continuing operations to reflect these assets at fair value.
The Company also recorded in the second quarter of 2002 a $1.7 million charge for severance due to the corporate work force reduction associated with the sale of the Chart House Business. In the third quarter of 2002, the Company recorded a $0.3 million charge for excess corporate costs related to the reduction in staffing requirements as a result of the sale of the Chart House Business for which the Company will not receive future economic benefit. Such costs primarily include excess corporate office lease payments. The unpaid balance of
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$1.5 million for accrued severance and excess corporate costs is presented in the September 30, 2002 balance sheet in accrued liabilities.
In the third quarter of 2001, the Company recorded a provision for asset impairment in the amount of $5.5 million related to equipment and improvements. The evaluation that resulted in this asset impairment charge was prompted by the significant decline in revenues experienced by the Company following the events of September 11, 2001.
(4) DEBT
The Company had a Revolving Credit and Term Loan Agreement ("Credit Agreement") with a group of three banks. The Company made scheduled principal payments on the term loan portion of the Credit Agreement of $0.4 million and $0.5 million during the second and third quarters of 2002, respectively. On August 1, 2002, all outstanding amounts, including principal of $24.1 million and accrued interest of $0.2 million, were paid in full with proceeds from the sale of the Chart House Business. See Note 2 "Sale of Chart House Business." Interest under the Credit Agreement accrued at the prime interest rate, plus 2.75%. The balance outstanding under the Credit Agreement, prior to retirement, included $1.5 million funded by EGI-Fund (01) Investors, L.L.C. ("EGI-Fund (01)"), a related party, which accrued interest at LIBOR plus 14.0% due to the subordinate nature of the related party's participation in the Credit Agreement. Cash paid for interest, net of amounts capitalized, was $1.7 million and $1.0 million for the third quarters of 2002 and 2001, respectively. The current third quarter amount includes $1.2 million of accrued interest paid to EGI-Fund (01).
During 2001, the Credit Agreement was amended to provide for, among other things, deferral of principal and interest payments and an acceleration of the maturity date to April 30, 2002. Accordingly, the total amount due under the Credit Agreement is reflected as a current liability in the accompanying financial statements at December 31, 2001. The Credit Agreement was further amended on May 1, 2002, to provide for, among other things, an extension of the maturity date to August 30, 2002. Additionally, in connection with the most recent amendment, the Company paid fees of $0.4 million, which is included with interest expense in the statement of operations.
During the period from November 2000 to January 2001, related parties made available to the Company an aggregate $11.0 million pursuant to unsecured notes. Amounts outstanding under the notes were subordinated to amounts owing under the Credit Agreement. The proceeds were used to fund working capital requirements as well as scheduled principal payments on the term loan. The terms of the notes were amended and restated in February 2001, increasing the availability of borrowing to $13.0 million. During June 2001, one note was repaid and availability under the second note agreement was reduced to $5.0 million in conjunction with the Company raising equity financing through the issuance of Series A preferred stock. The remaining note, owed to EGI-Fund (01), accrued interest at the applicable Eurodollar rate plus 16.0% and had a scheduled maturity of March 31, 2005. A fee of 12.0% per annum was charged on the unused portion of the availability of the borrowings under the note through June 2001. On August 1, 2002, all outstanding amounts were paid in full with proceeds from the sale of the Chart House Business. See Note 2 "Sale of Chart House Business" and Note 7 "Related Party Transactions." Accordingly, the total amount of debt due to related parties is reflected as a current liability in the accompanying financial statements at December 31, 2001.
(5) SALE OF GROUND LEASE
During the first quarter of 2001, the Company sold the rights to a ground lease for one restaurant that had been closed for major remodeling. The Company received proceeds of $0.9 million, which is recorded as "other income" in the accompanying Consolidated Statements of Operations.
(6) INCOME TAXES
The Company determined during the third quarter of 2001 that, more likely than not, it would be unable to utilize the benefits of its deferred tax asset and, as a result, increased its valuation allowance by $5.4 million in the third quarter of 2001, which eliminated in full the deferred tax asset balance.
(7) RELATED PARTY TRANSACTIONS
Payments to related parties totaled $8.1 million in the third quarter of 2002. Current period payments relate to debt repayments of $6.5 million, plus interest of $1.2 million (see Note 4 "Debt"). The remainder of the
6
payments relates to consulting fees and leasing costs. Payments to related parties totaled $2.2 million in the third quarter of 2001. Prior period payments relate to debt repayments of $0.6 million, plus interest of $0.9 million. The remainder of the payments primarily relates to costs associated with issuing Series A Preferred Stock, consulting fees, and leasing costs.
In addition, the Company was party to a marketing agreement with iDine Rewards Network, Inc. ("iDine"), a related party and owner of the iDine frequent diner program. In connection with the advance sale of discounted food and beverage credits, the Company received advertising in iDine publications and through the relationships iDine had established with major airlines to feature the Company's restaurants as preferred dining choices. iDine provided web and print promotional services that were designed to create incentives for members to dine at the Company's restaurants, especially during the Company's restaurants' non-peak days. No amounts were received from iDine during the third quarters of 2002 or 2001 related to this agreement. Pursuant to the agreement, the Company paid $0.1 million and $0.8 million to iDine towards its advances and for its marketing services during the third quarters of 2002 and 2001, respectively. This agreement was terminated as of July 29, 2002, in conjunction with the sale of the Chart House Business. See Note 2 "Sale of Chart House Business." The Company has no further obligations under this agreement.
The relationships stem from one or more Company stockholders and/or members of the Company's Board of Directors maintaining ownership interest in and influential management positions at or with these organizations.
(8) COMMITMENTS AND CONTINGENCIES
The Company maintains letters of credit primarily to cover self-insurance reserves and lease obligations. In connection with the termination of the Credit Agreement, and in order to minimize costs associated with outstanding letters of credit, the Company established a cash collateral account equal to the full balance of its obligations under outstanding letters of credit, which totaled $2.7 million. Such funds are disclosed on the Consolidated Balance Sheets as restricted cash, a long-term asset.
The Company is contingently liable, in certain circumstances, for lease obligations of 27 properties subleased or assigned to third parties in the event of a default by the third party. In connection with the sale of the Chart House Business, the Company received an irrevocable, unconditional guarantee of the ultimate parent of the Purchaser, a large, national operator of restaurants, with respect to 25 of these properties.
(9) SUBSEQUENT EVENTS
On November 8, 2002, the Company announced that its Board of Directors had authorized a program to repurchase up to 1 million shares of the Company's Series A Preferred Stock. The repurchase of the Preferred Stock will be accomplished through periodic purchases at prevailing prices on the open market. The Company will fund the repurchases with existing cash resources. The repurchased shares, if any, are expected to be retained as treasury stock to be used for corporate purposes. The repurchases may be commenced or suspended at any time without prior notice, depending on market conditions and other factors.
The Company declared a dividend on each share of the Company's Series A Preferred Stock outstanding on November 12, 2002. Holders of record on that date will receive a cash dividend of $0.1125 per share on December 2, 2002.
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This Quarterly Report on Form 10-Q contains forward-looking statements that have been made pursuant to provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements represent the Company's expectations or beliefs concerning future events, including any statements regarding: future sales and operating income percentages, the continuation of historical trends, the sufficiency of the Company's cash balances, and cash generated from operating, financing and/or investing activities for the Company's future liquidity and capital resource needs. Without limiting the foregoing, the words "believes," "intends," "projects," "plans," "expects," "anticipates," and similar expressions are intended to identify forward-looking statements. The Company cautions that these statements are qualified by important economic and competitive factors that could cause actual results to differ materially from those in the forward-looking statements. These factors include, without limitation, risks of the restaurant industry, an industry with many well-established competitors with greater financial and other resources than the Company, and the impact of changes in consumer trends, employee availability, and cost increases. Accordingly, such forward-looking statements do not purport to be predictions of future events or circumstances and may not be realized.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
RESULTS OF OPERATIONS
The following is a comparative analysis of the results of operations for the quarter and nine month periods ended September 30, 2002 and September 24, 2001. The results of operations for the quarter and nine month periods ended September 30, 2002, are not necessarily indicative of the results to be expected for any future periods, including the fiscal year ending December 30, 2002. At September 30, 2002, the Company operated six Angelo and Maxie's Steakhouses. At September 24, 2001, the Company operated 38 Chart House restaurants, seven Angelo and Maxie's Steakhouses, and one Peohe's restaurant. In May 2002, the Board of Directors of the Company authorized the sale of the Chart House Business. Accordingly, the results of operations for the Chart House Business are presented as discontinued operations. The sale of the Chart House Business was completed as of July 30, 2002. In addition, one of the continuing restaurants has been designated for closure in 2002.
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The following dollar amounts are in thousands.
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Third quarter ended September 30, 2002 |
Reclassified third quarter ended September 24, 2001 |
Nine months ended September 30, 2002 |
Reclassified nine months ended September 24, 2001 |
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Amount |
% |
Amount |
% |
Amount |
% |
Amount |
% |
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| Revenues | $ | 5,634 | 100.0 | $ | 6,316 | 100.0 | $ | 19,690 | 100.0 | $ | 21,318 | 100.0 | ||||||||||
| Operating costs and expenses: | ||||||||||||||||||||||