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 June 28, 2004
Commission File Number: 000-18668
(Exact name of registrant as specified in its charter)
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DELAWARE |
11-2948370 |
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(State or other jurisdiction of |
(I.R.S. Employer |
(Address of principal executive offices) (Zip Code)
(602) 852-9000
(Registrant’s telephone number, including area code)
MAIN STREET AND MAIN INCORPORATED
(Former Name, if Changed Since Last Report)
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, $.001 par value, of registrant outstanding at August 10, 2004: 14,642,000
MAIN STREET RESTAURANT GROUP, INC. AND SUBSIDIARIES
INDEX
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PART I. FINANCIAL INFORMATION |
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Item 1. |
Financial Statements - Main Street Restaurant Group, Inc. |
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Condensed Consolidated Balance Sheets – June 28, 2004 (unaudited) and December 29, 2003 |
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Notes to Condensed Consolidated Financial Statements (unaudited) |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities |
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2
MAIN STREET RESTAURANT GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In Thousands, Except Par Value and Share Data)
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June 28, |
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December 29, |
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(unaudited) |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
5,251 |
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$ |
4,600 |
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Accounts receivable, net |
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1,257 |
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1,494 |
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Inventories |
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2,586 |
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2,762 |
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Prepaid expenses |
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764 |
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971 |
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Total current assets |
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9,858 |
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9,827 |
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Property and equipment, net |
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67,750 |
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68,129 |
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Other assets, net |
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2,143 |
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2,218 |
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Notes receivable, net |
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1,685 |
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1,657 |
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Goodwill |
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21,685 |
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21,685 |
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Franchise fees, net |
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1,932 |
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1,999 |
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Purchased franchise territories |
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675 |
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692 |
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Total assets |
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$ |
105,728 |
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$ |
106,207 |
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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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$ |
3,736 |
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$ |
3,815 |
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Accounts payable |
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5,345 |
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6,408 |
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Other accrued liabilities |
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17,572 |
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16,577 |
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Total current liabilities |
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26,653 |
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26,800 |
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Long-term debt, net of current portion |
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45,617 |
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47,869 |
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Other liabilities and deferred credits |
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1,929 |
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2,441 |
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Total liabilities |
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74,199 |
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77,110 |
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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 2004 and 2003 |
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— |
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— |
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Common stock, $.001 par value, 25,000,000 shares authorized; 14,642,000 shares issued and outstanding in 2004 and 2003, respectively |
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15 |
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15 |
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Additional paid-in capital |
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54,927 |
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54,927 |
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Accumulated deficit |
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(21,748 |
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(23,792 |
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Accumulated other comprehensive loss |
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(1,665 |
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(2,053 |
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Total stockholders’ equity |
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31,529 |
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29,097 |
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Total liabilities and stockholders’ equity |
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$ |
105,728 |
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$ |
106,207 |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
3
MAIN STREET RESTAURANT GROUP, INC. 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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June 28, |
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June 30, |
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Revenue |
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$ |
56,610 |
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$ |
60,110 |
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Restaurant operating expenses |
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Cost of sales |
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14,902 |
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15,888 |
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Payroll and benefits |
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17,639 |
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18,654 |
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Depreciation and amortization |
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2,187 |
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2,083 |
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Other operating expenses |
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17,779 |
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18,143 |
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Total restaurant operating expenses |
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52,507 |
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54,768 |
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Depreciation and amortization of intangible assets |
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186 |
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149 |
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General and administrative expenses |
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2,199 |
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2,224 |
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Preopening expenses |
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1 |
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358 |
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New manager training expenses |
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— |
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69 |
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Impairment charges and other |
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— |
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25 |
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Operating income |
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1,717 |
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2,517 |
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Interest expense and other, net |
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800 |
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