SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly report pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarterly period ended June 30, 2003
Commission File Number: 0-27008
Schlotzsky’s, Inc.
(Exact name of registrant as specified in its charter)
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Texas |
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74-2654208 |
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(State or other jurisdiction of |
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(IRS Employer |
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203 Colorado Street, Suite 600, Austin, Texas 78701
(Address of principal executive offices)
(512) 236-3800
(Registrant’s telephone number)
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 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 ý No o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes o No ý
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
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Class |
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Shares Outstanding at August 6, 2003 |
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Common Stock, no par value |
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7,331,999 |
SCHLOTZSKY’S, INC.
Index to Form 10-Q
Quarter Ended June 30, 2003
FINANCIAL INFORMATION
SCHLOTZSKY’S, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
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June 30, |
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December 31, |
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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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$ |
780,227 |
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$ |
678,895 |
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Accounts receivable, net: |
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Royalties |
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828,866 |
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650,376 |
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Brands |
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1,072,845 |
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1,269,759 |
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Other |
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1,416,015 |
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1,332,990 |
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Refundable income taxes |
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170,180 |
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1,837,628 |
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Prepaids, inventories and other assets |
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1,282,396 |
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1,356,516 |
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Real estate held for sale |
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3,963,230 |
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5,167,563 |
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Current portion of notes receivable |
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782,192 |
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582,926 |
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Deferred tax asset |
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2,557,027 |
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2,275,941 |
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Total current assets |
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12,852,978 |
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15,152,594 |
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Property, equipment and leasehold improvements, net |
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41,009,134 |
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39,709,461 |
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Notes receivable, net, less current portion |
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8,654,581 |
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11,349,705 |
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Investments |
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1,701,922 |
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1,852,765 |
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Intangible assets, net |
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65,332,296 |
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65,308,249 |
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Goodwill, net |
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3,192,342 |
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2,985,679 |
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Deferred tax asset |
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165,739 |
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— |
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Other noncurrent assets |
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918,051 |
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1,168,029 |
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Total assets |
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$ |
133,827,043 |
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$ |
137,526,482 |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Current Liabilities: |
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Short-term debt |
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$ |
1,375,000 |
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$ |
— |
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Current maturities of long-term debt |
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8,630,571 |
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7,441,120 |
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Accounts payable |
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4,407,075 |
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2,841,607 |
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Accrued liabilities |
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5,955,883 |
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3,812,727 |
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Deferred revenue, current portion |
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224,584 |
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234,552 |
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Total current liabilities |
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20,593,113 |
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14,330,006 |
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Long-term debt, less current portion |
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40,669,395 |
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46,063,599 |
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Deferred revenue, less current portion |
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1,530,524 |
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1,597,443 |
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Deferred tax liability |
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— |
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1,216,109 |
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Total liabilities |
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62,793,032 |
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63,207,157 |
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Commitments and contingencies |
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Stockholders’ Equity: |
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Preferred stock, Class C, no par value, 1,000,000 shares authorized, none issued |
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— |
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— |
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Common stock, no par value, 30,000,000 shares authorized, 7,509,412 shares and 7,496,778 shares issued at June 30, 2003 and December 31, 2002, respectively |
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63,952 |
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63,826 |
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Additional paid-in capital |
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58,170,617 |
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58,122,469 |
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Retained earnings |
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13,642,598 |
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16,976,186 |
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Treasury stock (189,525 shares at June 30, 2003 and December 31, 2002, respectively), at cost |
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(843,156 |
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(843,156 |
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Total stockholders’ equity |
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71,034,011 |
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74,319,325 |
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Total liabilities and stockholders’ equity |
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$ |
133,827,043 |
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$ |
137,526,482 |
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The accompanying notes are an integral part of the condensed consolidated financial statements.
1
SCHLOTZSKY’S, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
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Three months ended |
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Six months ended |
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June 30, |
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June 30, |
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June 30, |
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June 30, |
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Revenue: |
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Royalties |
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$ |
4,285,230 |
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$ |
5,264,312 |
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$ |
8,589,118 |
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$ |
10,383,799 |
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Franchise fees |
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3,333 |
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42,000 |
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3,333 |
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62,000 |
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Developer fees |
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44,228 |
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60,034 |
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94,387 |
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120,067 |
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Restaurant sales |
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8,000,609 |
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8,269,362 |
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15,612,838 |
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16,140,254 |
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Brand contribution |
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1,708,957 |
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1,991,130 |
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3,360,062 |
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3,874,157 |
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Other fees and revenue |
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