-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FcfmZGttO7dvRZ2sysoeoksIBz16tx+BbTNLiGRSv8Rq5BRZmJsWs8uOYNrlavzp GUjt+4xKlc+BJ9n53inbqA== 0000912057-01-510865.txt : 20010430 0000912057-01-510865.hdr.sgml : 20010430 ACCESSION NUMBER: 0000912057-01-510865 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010412 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010427 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NE RESTAURANT CO INC CENTRAL INDEX KEY: 0001061588 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 333-62775 FILM NUMBER: 1612499 BUSINESS ADDRESS: STREET 1: 80A TURNPIKE ROAD CITY: WESTBOROUGH STATE: MA ZIP: 01581 BUSINESS PHONE: 5088709200 MAIL ADDRESS: STREET 1: 80 A TURNPIKE RD CITY: WESTBOROUGH STATE: MA ZIP: 01581 8-K 1 a2046938z8-k.txt 8-K SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K [X] Current Report Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported) APRIL 12, 2001 NE RESTAURANT COMPANY, INC. (Exact name of registrant as specified in its charter) Commission File Number 333-62775 DELAWARE 06-1311266 - -------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 5 CLOCK TOWER PLACE, MAYNARD, MASSACHUSETTS 01754 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (978) 897-1400 -------------- N/A (Former Name or former address, if changed since last report) Item 5. Other Information On April 12, 2001, NE Restaurant Company, Inc. (Company) completed its sale of 40 Chili's and seven On The Border restaurants to the chains' franchisor Brinker International, Inc. of Dallas, Texas (Brinker) (the Brinker Sale). Total consideration, subject to closing adjustments, was $93.5 million. Brinker acquired the inventory, facilities, equipment, management teams associated with these restaurants, as well as the four Chili's restaurants currently under development by the Company. Further, Brinker assumed the mortgage debt on the Company's Chili's and On The Border restaurants. See Item 7. The statements contained herein that are not historical facts are forward-looking statements. These forward-looking statements involve risks and uncertainties and, consequently, could be affected by general business and economic conditions, the impact of competition, the seasonality of the company's business, governmental regulations, and inflation. Item 7. Financial Statements and Exhibits. (b) Pro forma financial information. The Proforma Consolidated Balance Sheet as of January 3, 2001 and the Proforma Consolidated Statement of Operations for the 53 Weeks Ended January 3, 2001 presented herein were derived from the Company's Form 10-K filed March 30, 2001. These proforma financial statements incorporate the appropriate adjustments required by Article 11 of Regulation S-X . [The balance of this page intentionally blank]. NE RESTAURANT COMPANY, INC. CONSOLIDATED PRO FORMA BALANCE SHEET (Dollars in thousands) As of January 3, 2001
As Brinker Sale Pro Forma Filed (Unaudited) (Unaudited) ------------------ ------------------ ----------------- ASSETS Current Assets: Cash $7,602 $52,172 $59,774 Credit card receivables 838 - 838 Inventories 1,885 (850) 1,035 Prepaid expenses and other current assets 2,617 (49) 2,568 Assets held for sale - short term 200 - 200 Prepaid and current deferred income taxes 5,433 (55) 5,378 ------------------ ------------------ ----------------- Total current assets 18,575 51,218 69,793 ------------------ ------------------ ----------------- Property and Equipment, at cost: Land and land right 7,858 (5,876) 1,982 Buildings 12,549 (5,953) 6,596 Leasehold improvements 83,973 (37,692) 46,281 Furniture and equipment 50,455 (25,201) 25,254 ------------------ ------------------ ----------------- 154,835 (74,722) 80,113 Less - Accumulated depreciation (40,196) 20,931 (19,265) ------------------ ------------------ ----------------- 114,639 (53,791) 60,848 Construction work in process 2,917 (338) 2,579 ------------------ ------------------ ----------------- Net property and equipment 117,556 (54,129) 63,427 Goodwill, net 28,404 - 28,404 Deferred Finance Costs, net 8,025 (2,115) 5,910 Liquor Licenses 3,015 (1,208) 1,807 Deferred Taxes, noncurrent 6,451 (4,853) 1,598 Other Assets, net 1,569 (1,244) 325 ------------------ ------------------ ----------------- TOTAL ASSETS $183,595 $ (12,331) $171,264 ================== ================== ================= LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Mortgage loans payable - current portion $1,541 $ (1,541) $ - Accounts payable 14,510 978 15,488 Accrued expenses 18,817 (1,098) 17,719 Income taxes payable - 9,784 9,784 Capital lease obligation - current portion 37 (37) - ------------------ ------------------ ----------------- Total current liabiliites 34,905 8,086 42,991 Mortgage Loan Payable, net of current portion 39,737 (39,737) - Bonds Payable, net of current portion 100,000 - 100,000 Deferred Rent and Other Long-Term Liabilities 4,887 (2,633) 2,254 ------------------ ------------------ ----------------- Total liabilities 179,529 (34,284) 145,245 Commitments and Contingencies Stockholders' Equity: Common stock, $.01 par value 37 - 37 Less - Treasury shares (8,088) - (8,088) Additional paid-in capital 29,004 - 29,004 Retained earnings (Accumulated deficit) (16,887) 21,953 5,066 ------------------ ------------------ ----------------- Total stockholders' equity 4,066 21,953 26,019 ------------------ ------------------ ----------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $183,595 $ (12,331) $171,264 ================== ================== =================
See Notes to Unaudited Pro Forma Financial Statements. NE RESTAURANT COMPANY, INC. CONSOLIDATED PRO FORMA STATEMENT OF OPERATIONS (Dollars in thousands except share and per share data) 53 Weeks Ended January 3, 2001
As Brinker Sale Sal & Vinnie's Pro Forma Filed (Unaudited) Abandonment (Unaudited) ----------- ---------------- ---------------- --------------- Net sales $284,933 $ (138,410) $ (2,622) $ 143,901 ----------- ---------------- ---------------- --------------- Cost of sales and expenses Cost of sales 74,266 (38,150) (917) 35,199 Operating expenses 162,577 (75,893) (1,668) 85,016 General and administrative expenses 16,386 (4,338) - 12,048 Deferred rent, depreciation, amortization and preopening expenses 18,127 (6,290) (183) 11,654 Loss on abandonment of Sal & Vinnie's 2,031 - (2,031) - ----------- ---------------- ---------------- --------------- Total cost of sales and expenses 273,387 (124,671) (4,799) 143,917 ----------- ---------------- ---------------- --------------- Income (loss) from operations 11,546 (13,739) 2,177 (16) Interest expense, net 15,050 (6,471) - 8,579 ----------- ---------------- ---------------- --------------- Loss before income tax benefit (3,504) (7,268) 2,177 (8,595) Income tax benefit (115) (2,907) 871 (2,151) Gain on Brinker Sale, net of income tax - 21,953 - 21,953 ----------- ---------------- ---------------- --------------- Net income (loss) $ (3,389) $ 17,592 $ 1,306 $ 15,509 =========== ================ ================ =============== Basic income (loss) per share: Income (loss) per share before Brinker Sale $ (1.14) (1.46) $ 0.44 $ (2.16) Gain on Brinker Sale, net of income tax - 7.36 - 7.36 ----------- ---------------- ---------------- ---------------- Basic income (loss) per share $ (1.14) $ 5.90 $ 0.44 $ 5.20 =========== ================ ================ ================ Weighted Average Shares Outstanding 2,981,414 2,981,414 2,981,414 2,981,414 Diluted income (loss) per share: Income (loss) per share before Brinker Sale $ (1.14) $ (1.46) $ 0.42 $ (2.16) Gain on Brinker Sale, net of income tax - 7.11 - 7.11 ----------- ---------------- ---------------- ---------------- Diluted income (loss) per share $ (1.14) $ 5.65 $ 0.42 $ 4.95 =========== ================ ================ ================ Weighted Average Shares Outstanding 2,981,414 3,087,377 3,087,377 3,087,377
See Notes to Unaudited Pro Forma Financial Statements. NE RESTAURANT COMPANY, INC. NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS 1. The pro forma Consolidated Balance Sheet reflects the recognition of the Brinker Sale as of January 3, 2001. a. Cash reflects the $93.5 million total consideration less mortgage debt assumed of $41.3 million. b. Income tax payable and Deferred Taxes (noncurrent), reflect the tax liability associated with the gain on the transaction. This liability is less than the statutory rate of 35% due to the availability of net operating loss and tax credit carry forwards from prior years. c. The increase in Retained earnings reflects the gain on the transaction, net of income tax. d. The unamortized balances of Finance Costs and Development Fees, as well as Deferred Rent liability balances, are written off by the Company as a result of the Brinker Sale. e. All other adjustments are to reflect assets purchased and liabilities assumed by Brinker. 2. The abandonment of Sal & Vinnie's occurred in December 2000 and, accordingly, was previously reported in the Consolidated Balance Sheet as filed in Form 10-K on March 30, 2001. 3. The pro forma Consolidated Statement of Operations reflects (a) the recognition of the Brinker Sale; and (b) the abandonment of Sal & Vinnie's as if the dispositions occurred on December 30, 1999. a. Operating results of the Brinker restaurants and Sal & Vinnie's for the fiscal year ended January 3, 2001 are removed for the entire period. b. The Loss on abandonment of Sal & Vinnie's is removed for the fiscal year ended January 3, 2001. c. Gain on sale reflects the gain on the Brinker Sale, net of income tax. [The balance of this page intentionally blank] c) Exhibits (99) Press release, dated April 12, 2001. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. NE RESTAURANT COMPANY, INC. -------------------------------------------- (Registrant) Date: April 27, 2001 By: /s/ Kurt J. Schnaubelt ---------------------------------------------- Kurt J. Schnaubelt Vice President - Finance and Chief Accounting Officer EX-99 2 a2046938zex-99.txt EXHIBIT 99 EXHIBIT 99 PRESS RELEASE Contact: Leslie Medalie, Debbie Weisberg, Laura Rossi Totten, Sharyn Frankel Leary & Co., Inc. Public Relations 781-455-8784, 401-521-0947 NE RESTAURANT COMPANY, INC. (NERCO) OF MAYNARD, MA SELLS CHILI'S AND ON THE BORDER RESTAURANTS TO FRANCHISOR BRINKER INTERNATIONAL, INC. OF DALLAS, TEXAS FOR $93 MILLION --NERCO TO FOCUS EXCLUSIVELY ON EXPANDING BERTUCCI'S BRICK OVEN PIZZERIA-- MAYNARD, MA (April 12, 2001) - Privately held NE Restaurant Company, Inc. (NERCO) announced today the completion of its $93 million sale of 40 Chili's and 7 On The Border restaurants to the chains' franchisor Brinker International, Inc. (EAT; NYSE) of Dallas, Texas. The sale will allow NERCO to focus exclusively on the rapid expansion of Bertucci's Brick Oven Pizzeria. "The sale of NERCO's Chili's and On the Border restaurants is a strategic move for our company," explains NERCO Executive Vice President and President of Bertucci's Rick Barbrick. "We have had tremendous success operating all three concepts over the past several years, but we recognize that the Bertucci's concept is truly limitless in its potential. This sale provides us with capital and resources to take this outstanding concept coast-to-coast." Bertucci's operates 73 restaurants in 9 states and the District of Columbia with plans for additional openings including alternative venue expansion. The restaurants are known for their old-world brick oven cooking and authentic Italian cuisine served in a casual dining atmosphere. Presently plans call for additional Bertucci's openings in Canton and Westborough, Massachusetts and Southington, Connecticut. The first Bertucci's Brick Oven Pizzeria opened in Somerville, MA in 1981 and was soon followed by restaurants throughout New England and the mid-Atlantic corridor. In 1998, NERCO purchased Bertucci's and took the company private. The sale of NERCO's two other holdings - Chili's and On the Border - -provides additional resources and a greater concentration on the Bertucci's expansion. Maynard-based NERCO has aggressive growth plans for the successful restaurant group. The cornerstone of the Bertucci's concept is its brick oven pizza. Indeed all pizzas, panini breads, vegetables and meatballs are roasted in each restaurant's wood or gas-fired brick oven. In the past year, Bertucci's has also added over twenty-five new menu items, including exciting new appetizers, salads, pizzas and authentic Italian entree and pasta dishes. Seasonal menu changes create guest excitement and diversity, making Bertucci's far more than a pizzeria. A new Bertucci's restaurant prototype recently opened in Danbury, Connecticut on January 30, 2001. The restaurant features an enhanced carryout area and an Italian Market offering take-home products such as specialty olive oils and balsamic vinegars, prepared salads, pastas, desserts, pizza dough, sauces and more. The restaurant is reminiscent of a visit to Tuscany with authentic Italian decor including handcrafted imported chairs, Italian tile and other regional artifacts. In addition to fine-tuning the chain's prototype, the franchising of the brick oven pizzeria concept and "grab and go" airport locations are being considered. "Bertucci's is poised to become a NATIONAL casual dining concept, built on the foundation of our authentic brick oven pizza," explains Rick Barbrick. "We have tremendous interest from outside parties to help us take this concept across the country and around the globe. Our options are limitless. As we continue to expand Bertucci's, we'll always remember that our guests choose Bertucci's for our brick oven pizzas and authentic pastas - served in a vibrant, friendly atmosphere. Whether for dine-in or carry out, the Bertucci's name has become synonymous with authentic Italian food at value prices." For more information call 781-455-8784, ext. 28. -----END PRIVACY-ENHANCED MESSAGE-----