UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 September 29, 2003
Commission File Number: 000-18668
MAIN STREET AND MAIN INCORPORATED
(Exact name of registrant as specified in its charter)
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DELAWARE |
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11-2948370 |
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(State or
other jurisdiction of |
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(I.R.S.
Employer |
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5050 N. 40TH STREET, SUITE 200, PHOENIX, ARIZONA 85018 |
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(Address of principal executive offices) (Zip Code) |
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(602) 852-9000 |
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(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 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
Number of shares of common stock, $.001 par value, of registrant outstanding at November 7, 2003: 14,142,000
MAIN STREET AND MAIN INCORPORATED AND SUBSIDIARIES
INDEX
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PART I. FINANCIAL INFORMATION |
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Item 1. |
Financial Statements - Main Street and Main Incorporated |
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Condensed Consolidated Balance Sheets – September 29, 2003 (unaudited) and December 30, 2002 |
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Notes to Condensed Consolidated Financial Statements (unaudited) |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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2
MAIN STREET AND MAIN INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In Thousands, Except Par Value and Share Data)
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September
29, |
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December
30, |
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(unaudited) |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
4,685 |
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$ |
5,621 |
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Accounts receivable, net |
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1,520 |
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1,997 |
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Inventories |
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2,565 |
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2,832 |
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Prepaid expenses |
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1,900 |
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2,104 |
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Total current assets |
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10,670 |
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12,554 |
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Property and equipment, net |
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67,432 |
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71,265 |
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Other assets, net |
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2,202 |
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2,449 |
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Notes receivable, net |
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1,960 |
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— |
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Goodwill |
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22,115 |
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22,995 |
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Franchise fees, net |
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2,758 |
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3,132 |
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Total assets |
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$ |
107,137 |
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$ |
112,395 |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Current liabilities: |
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Current portion of long-term debt |
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$ |
3,849 |
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$ |
3,502 |
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Accounts payable |
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4,239 |
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8,073 |
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Other accrued liabilities |
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15,437 |
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16,007 |
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Total current liabilities |
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23,525 |
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27,582 |
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Long-term debt, net of current portion |
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48,177 |
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51,998 |
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Other liabilities and deferred credits |
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2,745 |
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3,205 |
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Total liabilities |
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74,447 |
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82,785 |
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Commitments and contingencies |
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Stockholders’ equity: |
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Preferred stock, $.001 par value, 2,000,000 shares authorized; no shares issued and outstanding in 2003 and 2002 |
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— |
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— |
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Common stock, $.001 par value, 25,000,000 shares authorized; 14,142,000 shares issued and outstanding in 2003 and 2002 |
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14 |
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14 |
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Additional paid-in capital |
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53,927 |
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53,927 |
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Accumulated deficit |
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(18,972 |
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(21,827 |
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Accumulated other comprehensive loss |
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(2,279 |
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(2,504 |
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Total stockholders’ equity |
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32,690 |
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29,610 |
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Total stockholders’ equity and liabilities |
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$ |
107,137 |
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$ |
112,395 |
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The accompanying notes are an integral part of these condensed consolidated financial statements
3
MAIN STREET AND MAIN INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands, Except Per Share Amounts)
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Three Months Ended |
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(unaudited) |
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September
29, |
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September
30, |
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Revenue |
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$ |
54,173 |
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$ |
54,026 |
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Restaurant operating expenses |
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Cost of sales |
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14,334 |
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15,145 |
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Payroll and benefits |
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17,216 |
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17,227 |
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Depreciation and amortization |
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2,051 |
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2,037 |
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Other operating expenses |
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17,681 |
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16,768 |
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Total restaurant operating expenses |
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51,282 |
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51,177 |
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Income from restaurant operations |
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2,891 |
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2,849 |
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Depreciation and amortization of intangible assets |
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137 |
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135 |
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General and administrative expenses |
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2,246 |
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2,157 |
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Preopening expenses |
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129 |
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256 |
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New manager training expenses |
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12 |
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70 |
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Impairment charges and other |
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2,810 |
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1,606 |
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Operating income (loss) |
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(2,443 |
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(1,375 |
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Gain from sale of assets |
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3,831 |
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— |
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Interest expense and other, net |
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1,152 |
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1,071 |
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Net income (loss) before income tax |
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236 |
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(2,446 |
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Income tax expense (benefit) |
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— |
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(440 |
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Net income (loss) |
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$ |
236 |
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$ |
(2,006 |
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Basic earnings per share |
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Net income (loss) |
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$ |
0.02 |
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$ |
(0.14 |
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