10-Q 1 arpq.txt 3RD QUARTER 10Q 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 Quarter Ended September 25, 2001 Commission file number 1-9606 AMERICAN RESTAURANT PARTNERS, L.P. (Exact name of registrant as specified in its charter) Delaware 48-1037438 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification) 555 North Woodlawn, Suite 3102 Wichita, Kansas 67208 (Address of principal executive offices) (Zip-Code) Registrant's telephone number, including area code (316) 684-5119 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 [X] NO [ ] AMERICAN RESTAURANT PARTNERS, L.P. INDEX Page Number ------ Part I. Financial Information ------------------------------- Item 1. Financial Statements Consolidated Condensed Balance Sheets at September 25, 2001 and December 26, 2000 1 Consolidated Condensed Statements of Income for the Three and Nine Periods Ended September 25, 2001 and September 26, 2000 2 Consolidated Condensed Statements of Cash Flows for the Nine Periods Ended September 25, 2001 and September 26, 2000 3 Notes to Consolidated Condensed Financial Statements 4-5 Item 2. Management's Discussion and Analysis of Consolidated Financial Condition and Results of Operations 6-10 Part II. Other Information --------------------------- Item 6. Exhibits and Reports on Form 8-K 11 AMERICAN RESTAURANT PARTNERS, L.P. CONSOLIDATED CONDENSED BALANCE SHEETS September 25, December 26, ASSETS 2001 2000 ----------------------------- ------------- ------------ Current assets: Cash and cash equivalents $ 859,322 $ 788,485 Accounts receivable 536,637 320,038 Due from affiliates 81,212 66,244 Notes receivable from affiliates - current portion 29,792 15,221 Inventories 456,476 407,413 Prepaid expenses 373,085 307,894 ---------- ---------- Total current assets 2,336,524 1,905,295 Net property and equipment 20,291,845 20,659,832 Other assets: Franchise rights, net 5,035,932 5,236,276 Notes receivable from affiliates 42,896 66,111 Deposit with affiliate 485,000 485,000 Goodwill 1,988,849 2,052,515 Other 1,246,511 1,386,337 ---------- ---------- $31,427,557 $31,791,366 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIENCY) ---------------------------------------------- Current liabilities: Accounts payable $ 4,431,941 $ 2,719,592 Due to affiliates 135,706 158,755 Accrued payroll and other taxes 637,105 899,140 Accrued liabilities 1,362,548 1,361,631 Current portion of long-term debt 4,318,580 2,763,409 Current portion of obligations under capital leases 561,776 545,381 ---------- ---------- Total current liabilities 11,447,656 8,447,908 Long-term liabilities less current maturities: Obligations under capital leases 1,794,776 2,026,327 Long-term debt 24,186,844 27,121,884 Other noncurrent liabilities 860,749 992,674 ---------- ---------- 26,842,369 30,140,885 Minority interests in Operating Partnerships 134,051 135,780 Partners' capital (deficiency): General Partners (8,870) (8,727) Limited Partners: Class A Income Preference 5,041,627 5,099,355 Classes B and C (9,536,757) (9,415,842) Notes receivable employees - sale of partnership units (633,876) (749,350) Cost in excess of carrying value of assets acquired (1,858,643) (1,858,643) ---------- ---------- Total partners' deficiency (6,996,519) (6,933,207) ---------- ---------- $31,427,557 $31,791,366 ========== ========== See accompanying notes. AMERICAN RESTAURANT PARTNERS, L.P. CONSOLIDATED CONDENSED STATEMENTS OF INCOME
September 25, September 26, September 25, September 26, 2001 2000 2001 2000 ------------- ------------- ------------- ------------- Net sales $16,012,524 $15,088,559 $47,406,666 $44,578,612 Operating costs and expenses: Cost of sales 4,251,867 3,780,232 12,252,585 10,965,307 Restaurant labor and benefits 4,645,017 4,312,478 13,831,495 12,869,371 Advertising 1,007,064 980,175 2,918,974 2,944,176 Other restaurant operating expenses exclusive of depreciation and amortization 3,074,711 2,960,974 8,998,516 8,430,594 General and administrative: Management fees - related party 1,014,854 934,724 2,952,967 2,757,566 Other 287,117 239,522 827,985 785,810 Depreciation and amortization 799,795 729,563 2,301,420 2,056,545 ---------- ---------- ---------- ---------- Income from operations 932,099 1,150,891 3,322,724 3,769,243 Equity in loss of unconsolidated affiliates (32,935) (30,000) (144,393) (146,896) Interest income 6,318 9,449 21,334 30,445 Interest expense (793,974) (790,643) (2,368,209) (2,242,862) Gain on fire settlement 159,203 - 159,203 - ---------- ---------- ---------- ---------- Income before minority interest 270,711 339,697 990,659 1,409,930 Minority interests in income of Operating Partnerships (3,153) (20,192) (14,005) (208,675) ---------- ---------- ---------- ---------- Net income $ 267,558 $ 319,505 $ 976,654 $ 1,201,255 ========== ========== ========== ========== Net income allocated to Partners: Class A Income Preference $ 50,392 $ 61,382 $ 184,530 $ 239,693 Class B $ 78,996 $ 93,898 $ 288,148 $ 349,818 Class C $ 138,170 $ 164,225 $ 503,976 $ 611,744 Weighted average number of Partnership units outstanding during period: Class A Income Preference 697,560 715,772 700,793 752,249 Class B 1,093,518 1,094,936 1,094,304 1,097,861 Class C 1,912,648 1,915,010 1,913,958 1,919,887 Basic and diluted income before minority interest per Partnership unit $ 0.07 $ 0.09 $ 0.27 $ 0.37 Basic and diluted minority interest per Partnership unit $ 0.00 $ 0.01 $ 0.00 $ 0.06 Basic and diluted net income per Partnership unit $ 0.07 $ 0.09 $ 0.26 $ 0.32 Distributions per Partnership interest $ 0.10 $ 0.10 $ 0.30 $ 0.30 See accompanying notes.
AMERICAN RESTAURANT PARTNERS, L.P. CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOW
Nine Periods Ended September 25, September 26, 2001 2000 ------------- ------------- Cash flows from operating activities: Net income $ 976,654 $1,201,255 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 2,301,420 2,056,545 Loss on disposition of assets 6,036 6,574 Equity in loss of unconsolidated affiliates 144,393 146,896 Minority interests in income of Operating Partnerships 14,005 208,675 Unit compensation expense 36,796 41,056 Gain on fire settlement (159,203) - Net change in operating assets and liabilities: Accounts receivable (216,599) (98,985) Due from affiliates (14,968) (13,444) Inventories (49,063) 10,216 Prepaid expenses (65,191) (61,857) Accounts payable 1,712,349 (784,183) Due to affiliates (23,049) (3,145) Accrued payroll and other taxes (262,035) (81,521) Accrued liabilities 917 219,319 Other, net (146,850) 197,577 --------- --------- Net cash provided by operating activities 4,255,612 3,044,978 Cash flows from investing activities: Purchase of minority interest in Oklahoma Magic, L.P. - (2,500,000) Additions to property and equipment (1,582,022) (1,677,812) Proceeds from sale of property and equipment 46,100 2,720 Investment in unconsolidated affiliates (20,000) - Collections of notes receivable from affiliates 8,644 10,960 Net proceeds from fire settlement 251,613 - Other (84,622) (75,902) --------- --------- Net cash used in investing activities (1,380,287) (4,240,034) Cash flows from financing activities: Payments on long-term borrowings (1,817,619) (3,751,727) Proceeds from long-term borrowings 523,356 6,148,792 Payments on capital lease obligations (417,729) (257,182) Distributions to Partners (1,033,476) (1,042,962) Repurchase of units (43,286) (288,310) General Partners' distributions from Operating Partnerships (11,234) (11,469) Minority interests' distributions from Operating Partnerships (4,500) (53,500) --------- --------- Net cash provided by (used in) financing activities (2,804,488) 743,642 --------- --------- Net increase (decrease) in cash and cash equivalents 70,837 (451,414) Cash and cash equivalents at beginning of period 788,485 742,452 --------- --------- Cash and cash equivalents at end of period $ 859,322 $ 291,038 ========= ========= See accompanying notes.
AMERICAN RESTAURANT PARTNERS, L.P. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS Nine Periods Ended September 25, 2001 and September 26, 2000 1. General ------- The accompanying consolidated condensed financial statements include the accounts of American Restaurant Partners, L.P. and its majority owned subsidiaries, American Pizza Partners, L.P. (APP), APP Concepts, LLC and Oklahoma Magic, L.P. (Magic). American Restaurant Partners, L.P., APP, APP Concepts, LLC and Magic are hereinafter collectively referred to as the Partnership. All significant intercompany balances and transactions have been eliminated. The consolidated condensed financial statements have been prepared without audit. The Balance Sheet at December 26, 2000 has been derived from the Partnership's audited financial statements. In the opinion of management, all adjustments of a normal and recurring nature which are necessary for a fair presentation of such financial statements have been included. These statements should be read in conjunction with the consolidated financial statements and notes contained in the Partnership's Annual Report filed on Form 10-K for the fiscal year ended December 26, 2000. The results of operations for interim periods are not necessarily indicative of the results for the full year. The Partnership does not experience significant seasonality but sales continue to be largely driven through advertising and promotion. 2. Subsequent Events ----------------- On October 1, 2001 the Partnership declared a distribution of $0.10 per unit to all unitholders of record as of October 12, 2001. The distribution is not reflected in the September 25, 2001 consolidated condensed financial statements. 3. Reclassifications ----------------- Certain amounts shown in the 2000 consolidated condensed financial statements have been reclassified to conform with the 2001 presentation. 4. Fire Settlement --------------- During the first quarter of 2001, the Partnership incurred a fire at one of its restaurants. The property was insured for replacement cost and the Partnership realized a third quarter gain of $159,203 upon final settlement of the claim. AMERICAN RESTAURANT PARTNERS, L.P. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS Nine Periods Ended September 25, 2001 and September 26, 2000 5. Supplemental Cash Flow Information ---------------------------------- Nine Periods Ended 9/25/01 9/26/00 ------- ------- Cash paid for interest $2,335,820 $2,235,311 Noncash investing and financing activity: Distributions offset against notes receivable 78,678 92,473 Reduction of notes receivable recorded as compensation expense 36,796 41,056 Equipment acquired through capital lease 202,573 1,461,151 MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS --------------------- As of September 25, 2001, the Partnership operated 71 traditional Pizza Hut red roof restaurants, 14 delivery/carryout units and 2 dualbrand locations. Comparison of the Three and Nine Periods Ended September 25, 2001 ----------------------------------------------------------------- with the Three and Nine Periods Ended September 26, 2000 -------------------------------------------------------- Net sales for the three periods ended September 25, 2001 were $16,013,000, which was a $924,000, or 6.1%, increase over net sales of $15,089,000 reported for the same three periods of 2000. For the year- to-date, net sales increased $2,828,000, or 6.3% over the prior year. Comparable restaurant sales increased 6.1% for the quarter and 7.9% for the year-to-date. The third quarter sales increase was primarily attributable to a more successful local marketing promotion. Year-to- date comparable restaurant sales were also bolstered by a more successful national marketing promotion during the first quarter of 2001 compared to the prior year, as well as the successful introduction of a new product, Twisted Crust Pizza in the second quarter of 2001. Results of Operations as a Percentage of Sales: Three Periods Nine Periods Ended Ended 9/25/01 9/26/00 9/25/01 9/26/00 ------- ------- ------- ------- Cost of sales 26.6% 25.1% 25.8% 24.6% Restaurant labor and benefits 29.0% 28.6% 29.2% 28.9% Advertising 6.3% 6.5% 6.2% 6.6% Other restaurant operating expenses exclusive of depreciation and amortization 19.2% 19.6% 19.0% 18.9% General and administrative: Management fees 6.3% 6.2% 6.2% 6.2% Other 1.8% 1.6% 1.7% 1.8% Depreciation and amortization 5.0% 4.8% 4.9% 4.6% Income from operations 5.8% 7.6% 7.0% 8.5% Income from operations for the three periods ended September 25, 2001 decreased $219,000 from $1,151,000 to $932,000, a 19.0% decrease from the same three periods of 2000. Year-to-date income from operations decreased $446,000, or 11.8%, from $3,769,000 to $3,323,000. Cost of sales as a percentage of net sales increased 150 and 120 basis points for the quarter and year-to-date, respectively. This increase was primarily attributable to a 25% increase in cheese costs during the third quarter, and a 20% increase in cheese costs year-to-date. Labor and benefits expense for the quarter and year-to-date increased 40 and 30 basis points, respectively, primarily due to increasing wage rates that were not offset by productivity gains. Advertising expense decreased 20 basis points for the quarter and 40 basis points year-to-date compared to the same periods of the prior year. These decreases were achieved by successfully negotiating lower rates and reducing local marketing spending levels. Other restaurant operating expenses decreased 40 basis points for the quarter but increased 10 basis points year-to-date. The decrease for the quarter was primarily a result of a $125,000 vendor credit received in third quarter of 2001. The year-to-date increase was primarily due to increases in utilities, primarily gas, and increased delivery driver reimbursements early in the year as a result of higher gasoline prices and increased competition for drivers. Depreciation and amortization expense increased 20 basis points for the quarter and 30 basis points year-to-date primarily due to additional point-of-sale terminals under capital leases. For the quarter, the Partnership had net income of $268,000, a $52,000 decrease over the prior year's net income of $320,000. This decrease was primarily due to the decrease in income from operations noted above, which was partially offset by the gain on fire settlement of $159,000. The Partnership had year-to-date net income of $977,000, a decrease of $224,000 from the prior year net income of $1,201,000. LIQUIDITY AND CAPITAL RESOURCES ------------------------------- At September 25, 2001 the Partnership had a working capital deficiency of $9,111,000 compared to a working capital deficiency of $6,543,000 at December 26, 2000. This increase in working capital deficiency is primarily attributable to a $1,555,000 increase in the current portion of long-term debt which includes $523,000 of short-term financing obtained during the current year for the purchase of previously leased restaurants. The remaining increase in the current portion of long-term debt is a result of the maturation of debt acquired in the prior year for the purchase of previously leased restaurants. The increase in working capital deficiency is also attributable to a $1,712,000 increase in accounts payable. The Partnership anticipates completing a sale and leaseback transaction on seven real estate properties it currently owns in January of 2002. The proceeds from this transaction will result in the retirement of $1,300,000 of current debt and an increase in working capital of $1,400,000. The Partnership routinely operates with a negative working capital position which is common in the restaurant industry and which results from the cash sales nature of the restaurant business and payment terms with vendors. The Partnership generates its principal source of funds from net cash provided by operating activities. Management believes net cash provided by operating activities and various other sources of income will provide sufficient funds to meet planned capital expenditures for recurring replacement of equipment in existing restaurants and to service debt obligations. NET CASH PROVIDED BY OPERATING ACTIVITIES. For the nine periods ended September 25, 2001, net cash provided by operating activities amounted to $4,223,000 compared to $3,045,000 for the nine periods ended September 26, 2000. This increase is primarily the result of a $1,712,000 increase in accounts payable during 2001 versus a $784,000 decrease in accounts payable in 2000. INVESTING ACTIVITIES. Capital expenditures for the nine periods ended September 25, 2001 were $1,582,000 of which $196,000 was for the purchase of the land and building of a previously leased restaurant and $596,000 was for construction of new restaurants. The remainder was for replacement of equipment in existing restaurants. FINANCING ACTIVITIES. Cash distributions declared during the nine periods ended September 25, 2001 were $1,033,000 amounting to $0.30 per unit. The Partnership's distribution objective, generally, is to distribute all operating revenues less operating expenses (excluding noncash items such as depreciation and amortization), capital expenditures for existing restaurants, interest and principal payments on Partnership debt, and such cash reserves as the managing General Partner may deem appropriate. During the nine periods ended September 25, 2001, the Partnership's proceeds from borrowings amounted to $523,000. The Partnership opened two new delivery/carryout restaurants in the growing North Austin, Texas area during the second and third quarters. One unit replaced a unit destroyed by a fire earlier in the year. Both units are leased from unrelated third parties. The Partnership also plans to open one restaurant to replace an existing older restaurant during 2001. The land for this restaurant has been purchased. Additionally, the Partnership plans to open one delivery/carryout unit in January 2002, which will be leased from an unrelated third party. Management anticipates spending approximately $725,000 for the buildings and equipment at these two locations. Development of the new restaurants will be financed through existing lenders. Management anticipates spending an additional $100,000 during the remainder of 2001 for recurring replacement of equipment in existing restaurants which will be financed from net cash provided by operating activities. The actual level of capital expenditures may be higher in the event of unforeseen breakdowns of equipment or lower in the event of inadequate net cash flow from operating activities. RECENT ACCOUNTING PRONOUNCEMENTS -------------------------------- On July 20, 2001, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) 141, Business Combinations, and SFAS 142, Goodwill and Intangible Assets. SFAS 141 is effective for all business combinations completed after June 30, 2001. SFAS 142 is effective for fiscal years beginning after December 15, 2001; however, certain provisions of this Statement apply to goodwill and other intangible assets acquired between July 1, 2001 and the effective date of SFAS 142. Major provisions of these Statements and their effective dates for the Partnership are as follows: - All business combinations initiated after June 30, 2001 must use the purchase method of accounting. The pooling of interest method of accounting is prohibited except for transactions initiated before July 1, 2001. - Intangible assets acquired in a business combination must be recorded separately from goodwill if they arise from contractual or other legal rights or are separable from the acquired entity and can be sold, transferred, licensed, rented or exchanged, either individually or as part of a related contract, asset or liability. - Goodwill, as well as intangible assets with indefinite lives, acquired after June 30, 2001 will not be amortized. Effective December 26, 2001 all previously recognized goodwill and intangible assets with indefinite lives will no longer be subject to amortization. - Effective December 26, 2001, goodwill and intangible assets with indefinite lives will be tested for impairment annually and whenever there is an impairment indicator. - All acquired goodwill must be assigned to reporting units for purposes of impairment testing and segment reporting. The Partnership will continue to amortize goodwill recognized prior to July 1, 2001, under its current method until December 26, 2001, at which time annual and quarterly goodwill amortization of $84,888 and $21,222 will no longer be recognized. By December 31, 2002 the Partnership will have completed a transitional fair value based impairment test of goodwill as of December 26, 2001. By March 26, 2002 the Partnership will have completed a transitional impairment test of all other intangible assets with indefinite lives. Impairment losses, if any, resulting from the transitional testing will be recognized in the quarter ended March 26, 2002, as a cumulative effect of a change in accounting principle. OTHER MATTERS ------------- On July 26, 2000, APP purchased 39% of Magic from Restaurant Management Company of Wichita, Inc. (RMC) for $2,500,000 cash and contingent consideration of $700,000. The $2,500,000 cash payment was financed by INTRUST Bank over five years at 9.5%. The contingent consideration will become due in the event that Magic's cash flow (determined on a 12 month trailing basis) exceeds $2.6 million at any time between January 1, 2001 and December 31, 2005. Payment of the remaining balance shall be made in Class B and Class C Units of the Partnership. In the event that Magic's cash flow does not reach this cash flow goal on or prior to December 31, 2005, APP shall owe no additional consideration. Upon completion of this purchase, the Partnership owns 99% of Magic. RMC is considered a related party in that one individual has controlling interest in both RMC and the Partnership's general partner. To the extent that the Partnership and RMC have common ownership, the transaction was recorded at RMC's historical cost. As a result of the transaction, the Partnership recorded goodwill of $1,407,991 and cost in excess of carrying value of assets acquired of $534,962. The Partnership delisted from the American Stock Exchange effective November 13, 1997 and limited trading of its units. As a result, the Partnership will continue to be taxed as a partnership rather than being taxed as a corporation. The Partnership does offer a Qualified Matching Service, whereby the Partnership will match persons desiring to buy units with persons desiring to sell units. EFFECTS OF INFLATION AND FUTURE OUTLOOK --------------------------------------- Inflationary factors such as increases in food and labor costs directly affect the Partnership's operations. Because most of the Partnership's employees are paid on an hourly basis, changes in rates related to federal and state minimum wage and tip credit laws will affect the Partnership's labor costs. The Partnership cannot always effect immediate price increases to offset higher costs and no assurance can be given the Partnership will be able to do so in the future. The Partnership's earnings are affected by changes in interest rates primarily from its long-term debt arrangements. Under its current policies, the Partnership does not use interest rate derivative instruments to manage exposure to interest rate changes. Due to the small amount of debt at variable interest rates, a hypothetical 100 basis point adverse move (increase) in interest rates along the entire interest rate yield curve would not have a material effect on either the Partnership's interest expense or net income over the term of the related debt. This was determined by considering the impact of the hypothetical interest rates on the Partnership's borrowing cost. These analyses do not consider the effects of the reduced level of overall economic activity that could exist in such an environment. This report contains certain forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act which are intended to be covered by the safe harbors created thereby. Although the Partnership believes that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate, and therefore, there can be no assurance that the forward-looking statements included in this report will prove to be accurate. Factors that could cause actual results to differ from the results discussed in the forward-looking statements include, but are not limited to, consumer demand and market acceptance risk, the effect of economic conditions, including interest rate fluctuations, the impact of competing restaurants and concepts, the cost of commodities and other food products, labor shortages and costs and other risks detailed in the Partnership's Securities and Exchange Commission filings. PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K -------------------------------- (a) Exhibits None (b) Reports on Form 8-K During the fiscal period covered by this Form 10-Q, no reports on Form 8-K were filed. 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. AMERICAN RESTAURANT PARTNERS, L.P. (Registrant) By: RMC AMERICAN MANAGEMENT, INC. Managing General Partner Date: 11/08/01 By: /s/Hal W. McCoy -------- ------------------------------------ Hal W. McCoy Chairman and Chief Executive Officer Date: 11/08/01 By: /s/Terry Freund -------- ------------------------------------ Terry Freund Chief Financial Officer