-----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, SZmeGmF4dZtkPNbNbROQLFxQ9Ne8pbBTCMM0T0n7tGPUpc+eIFYnenaQjZirZVLF o73KFULTE/en6LnBXhDy0w== 0000874971-97-000004.txt : 19970603 0000874971-97-000004.hdr.sgml : 19970603 ACCESSION NUMBER: 0000874971-97-000004 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970419 FILED AS OF DATE: 19970602 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: BERTUCCIS INC CENTRAL INDEX KEY: 0000874971 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 042947209 STATE OF INCORPORATION: MA FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-19315 FILM NUMBER: 97617919 BUSINESS ADDRESS: STREET 1: 14 AUDUBON ROAD CITY: WAKEFIELD STATE: MA ZIP: 01880 BUSINESS PHONE: 6172466700 MAIL ADDRESS: STREET 1: 14 AUDUBON ROAD CITY: WAKEFIELD STATE: MA ZIP: 01880 FORMER COMPANY: FORMER CONFORMED NAME: BERTUCCIS HOLDING CORP DATE OF NAME CHANGE: 19600201 10-Q 1 FIRST QUARTER FORM 10-Q FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 For the Quarterly Period Ended April 19, 1997 Commission File Number 0-19315 Bertucci's, Inc. (Exact name of registrant as specified in its charter) Massachusetts 04-2947209 State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 14 Audubon Road, Wakefield, Massachusetts, 01880 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (617) 246-6700 Indicate by check mark whether the registrant (1) has filed all reports required to be filled by section 13 or 15(d) of the Securities Exchange Act of the 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 the filing requirements for the past 90 days. Yes X No_____ On May 30, 1997, 8,806,650 shares of the registrant's Common Stock were outstanding. BERTUCCI'S, INC. FORM 10-Q TABLE OF CONTENTS
PAGE PART I: FINANCIAL INFORMATION Item 1. Financial Statements: 1) Consolidated Condensed Balance Sheets April 19, 1997, and December 28, 1996 4 2) Consolidated Condensed Statements of Operations For Sixteen Weeks Ended April 19, 1997, and April 20, 1996 5 3) Consolidated Condensed Statements of Shareholders' Equity For Sixteen Weeks Ended April 19, 1997 6 4) Consolidated Condensed Statements of Cash Flows For Sixteen Weeks Ended April 19, 1997, and April 20, 1996 7 5) Notes to Consolidated Condensed Financial Statements 8 Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition 9-11 PART II: OTHER INFORMATION 12
PART I: FINANCIAL INFORMATION BERTUCCI'S, INC. CONSOLIDATED CONDENSED BALANCE SHEETS (Unaudited)
April 19, December 28, 1997 1996 ------------------------------- (in thousands) ASSETS CURRENT ASSETS: Cash and cash equivalents $ 3,705 $ 4,266 Inventories 1,055 1,048 Accounts receivable 181 179 Note receivable 76 76 Prepaid expenses 874 475 Deferred preopening costs 338 510 Prepaid taxes 1,027 1,027 ------------- ------------- Total current assets 7,256 7,581 ------------- ------------- PROPERTY AND EQUIPMENT, at cost: Land 2,902 2,902 Buildings 10,416 10,360 Leasehold improvements 73,106 72,416 Machinery and equipment 37,067 35,674 Construction in progress 289 250 ------------- ------------- 123,780 121,602 Less - Accumulated depreciation 32,265 29,705 ------------- ------------- Net property and equipment 91,515 91,897 PREPAID TAXES 1,275 1,275 OTHER ASSETS 1,853 1,776 ------------- ------------- $ 101,899 $ 102,529 ============= ============= LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Notes payable-current $ 25 $ 25 Accounts payable 3,805 4,179 Accrued expenses 1,250 1,078 Accrued payroll and employee benefits 3,415 3,298 Accrued taxes 2,057 1,859 ------------- ------------- Total current liabilities 10,552 10,439 DEFERRED RENT 6,274 6,064 NOTES PAYABLE 25 50 LONG-TERM DEBT 16,438 18,438 SHAREHOLDERS' EQUITY: Preferred stock, $.01 par value - Authorized - 200,000 shares, none issued - - Common stock, $.005 par value - Authorized - 15,000,000 shares Issued and outstanding - 8,790,428 shares at December 28, 1996 and 8,806,650 shares at April 19, 1997 44 44 Additional paid-in capital 44,910 44,841 Retained earnings 23,656 22,653 ------------- ------------- Total shareholders' equity 68,610 67,538 ------------- ------------- $ 101,899 $ 102,529 ============= =============
The accompanying notes are an integral part of these consolidated condensed financial statements. BERTUCCI'S, INC. CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (Unaudited)
Sixteen Weeks Ended ---------------------------------- April 19, April 20, 1997 1996 -------------- -------------- (in thousands, except share data) NET SALES $ 40,337 $ 38,259 -------------- -------------- COSTS AND EXPENSES: Cost of sales 10,118 9,798 Operating expenses 20,945 19,881 General and administrative expenses 2,432 2,477 Depreciation and amortization 2,719 2,712 Taxes other than income 2,181 2,101 -------------- -------------- Total costs and expenses 38,395 36,969 -------------- -------------- Operating income 1,942 1,290 INTEREST EXPENSE, net 367 418 INTEREST INCOME 4 6 -------------- -------------- Income before income tax expense 1,579 878 INCOME TAX EXPENSE 576 329 -------------- -------------- Net income $ 1,003 $ 549 ============== ============== WEIGHTED AVERAGE SHARES OUTSTANDING 8,883,801 8,892,502 ============== ============== EARNINGS PER SHARE $ 0.11 $ 0.06 ============== ==============
The accompanying notes are an integral part of these consolidated condensed financial statements. BERTUCCI'S, INC. CONSOLIDATED CONDENSED STATEMENTS OF SHAREHOLDERS' EQUITY (Unaudited)
Common Stock Additional -------------------- Paid-In Retained Shareholders' Shares Par Capital Earnings Equity --------- --------- ---------- --------- ------------- (in thousands) BALANCE, December 28, 1996 8,790 $ 44 $ 44,841 $ 22,653 $ 67,538 Issuance of stock 17 - 69 - 69 Net income - - - 1,003 1,003 --------- --------- ---------- ---------- ---------- BALANCE, April 19, 1997 8,807 $ 44 $ 44,910 $ 23,656 $ 68,610 ========= ========= ========== ========== ==========
The accompanying notes are an integral part of these consolidated condensed financial statements. BERTUCCI'S, INC. CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)
Sixteen Weeks Ended ----------------------- April 19, April 20, 1997 1996 ----------- --------- (in thousands) CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 1,003 $ 549 Adjustments to reconcile net income to net cash provided by operating activities Depreciation and amortization 2,822 2,712 (Increase) decrease in inventories (7) 16 Increase in prepaid expenses, accounts receivable, notes receivable and other assets (368) (1) Decrease in accounts payable (374) (24) Increase in accrued expenses and deferred rent 500 197 Increase in accrued, deferred and prepaid taxes 198 372 --------- ---------- Net cash provided by operations 3,774 3,821 --------- ---------- CASH FLOWS USED FROM INVESTING ACTIVITIES: Additions to preopening costs (90) (446) Additions to property and equipment (2,179) (4,192) Purchases of liquor licenses (110) - --------- ---------- Net cash used by investing activities (2,379) (4,638) --------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Issuance of common stock 69 59 Paydown of debt (2,000) - Decrease in notes payable (25) (25) --------- ---------- Net cash provided by (used by) financing activities (1,956) 34 --------- ---------- NET DECREASE IN CASH AND CASH EQUIVALENTS (561) (783) CASH AND CASH EQUIVALENTS, beginning of period 4,266 1,384 --------- ---------- CASH AND CASH EQUIVALENTS, end of period $ 3,705 $ 601 ========= ========== SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid during the period for --- Interest, net of amount capitalized $ 370 $ 410 ========= ========== Income taxes $ 547 $ 37 ========= ==========
The accompanying notes are an integral part of these consolidated condensed financial statements. BERTUCCI'S, INC. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS April 19, 1997 1. Basis of Presentation In the opinion of management, the accompanying consolidated condensed financial statements contain all normal recurring adjustments necessary for a fair presentation. The results of operations for the sixteen-week period ended April 19, 1997 are not necessarily indicative of the results to be expected for the full year. The significant accounting policies followed by the Company are set forth in the notes to Consolidated Financial Statements in the Company's 1996 Annual Report and Form 10-K filed with the Securities and Exchange Commission. These financial statements should be read in conjunction with the financial statements included in the 1996 Annual Report and Form 10-K. 2. Earnings Per Share In February 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 128, Earnings Per Share (SFAS 128). This Statement establishes standards for computing and presenting earnings per share and applies to entities both publicly traded common stock or potential common stock. SFAS 128 is effective for financial statements for both interim and annual periods ending after December 15, 1997, and early adoption is not permitted. When adopted, the Statement will require restatement of prior years' earnings per share. The Company will adopt this Statement for its annual report on Form 10-K for the year ended December 27, 1997. Assuming that SFAS 128 had been implemented, basic earnings per share would have been $0.11 and $0.06 for the sixteen-week periods ended April 19, 1997, and April 20, 1996, respectively, and $0.36 for the year ended December 28, 1996. Under this Statement, diluted earnings per share would not have differed from the earnings per share disclosed on the consolidated condensed statement of operations. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations The following table sets forth the percentage relationship to net sales of certain items included in the Company's income statements for the periods indicated.
Sixteen Weeks Ended ------------------------------------- April 19, April 20, 1997 1996 ------------- ------------ NET SALES 100.0% 100.0% ------------- ------------ COSTS AND EXPENSES: Cost of sales 25.1 25.6 Operating expenses 51.9 51.9 General and administrative expenses 6.0 6.5 Depreciation and amortization 6.8 7.1 Taxes other than income 5.4 5.5 ------------- ------------ Total costs and expenses 95.2 96.6 ------------- ------------ Operating income 4.8 3.4 INTEREST EXPENSE, net 0.9 1.1 INTEREST INCOME - - ------------- ------------ Income before income tax expense 3.9 2.3 INCOME TAX EXPENSE 1.4 0.9 ------------- ------------ Net income 2.5% 1.4% ============= ============ NUMBER OF RESTAURANTS: Restaurants open at beginning of period 80 76 Restaurants opened during period 1 3 Restaurants closed during period - (3) ------------- ------------ Restaurants open at end of period 81 76
Sixteen Weeks Ended April 19, 1997, Compared to Sixteen Weeks Ended April 20, 1996 Net sales increased $2.1 million, or 5.4%, to $40.3 million in the first quarter of fiscal year 1997, from $38.3 million in the first quarter of fiscal year 1996. The increase in net sales primarily came from the seven new restaurants opened in fiscal year 1996, and one new restaurant opened in the first quarter of 1997. Comparative restaurant sales during the first quarter were positive by 1%. This modest increase reflects the Company's first year of being closed on Easter Day, as well as the higher amount of advertising in the first quarter of 1996. Cost of sales, primarily food and beverages, increased from $9.8 million in the sixteen weeks ended April 20, 1996, to $10.1 million in the corresponding 1997 period. As a percentage of net sales, these costs were 25.6% in the 1996 fiscal period, and 25.1% in the 1997 fiscal period. The percentage decrease came from better buying opportunities and better efficiency at the operations level. Restaurant operating expenses for the sixteen-week period increased from $19.9 million in fiscal year 1996, to $20.9 million in fiscal year 1997. As a percentage of net sales, operating expenses remained at 51.9% for both fiscal periods. Although the Company experienced higher payroll costs in the 1997 fiscal period, most of the increase was offset by lower advertising and insurance costs during the same period. General and administrative expenses decreased from $2.5 million in the sixteen weeks ended April 20, 1996, to $2.4 million in the corresponding 1997 period, and decreased, as a percentage of net sales, from 6.5% in the 1996 sixteen-week period, to 6.0% in the 1996 sixteen-week period. This decrease came from a reduction in costs associated with opening new stores, reduction in region operating costs, and the result of attrition at the corporate level. Depreciation and amortization expense decreased, as a percentage of net sales, from 7.1% in the 1996 period, to 6.8% in the 1997 sixteen-week period. This decrease was attributable to the amortization expense on fewer new restaurants. Taxes other than income increased from $2.1 million during the sixteen weeks ended April 20, 1996, to $2.2 million in the corresponding 1997 period, due to increases in real property taxes and payroll taxes. Interest expense decreased from $418,000 to $367,000 for the sixteen weeks of 1996 and 1997, respectively. This decrease was attributable to the lower amount of bank borrowings in the 1997 sixteen-week period. The effective income tax rate decreased from 37.5% for the sixteen weeks ended April 20, 1996, to 36.5% for the corresponding period ending April 19, 1997. Liquidity and Sources of Capital To date, the Company has financed its expansion from operations, bank borrowing, and private placements and public offerings of equity securities. The Company does not have significant receivables or inventory, and receives trade credit based upon negotiated terms in purchasing food and supplies. The Company has a bank line-of-credit in effect until November 30, 1997, under which it may borrow up to $30.0 million. On November 30, 1997, the Company will be able to convert the balance, if any, to a term loan maturing on November 30, 2000. The Company pays a fee of 1/4 of 1% on the unused balance, and interest is calculated using LIBOR plus 1.25%. There are no compensating balance arrangements or legal restrictions as to the withdrawal of these funds. At April 20, 1996, and April 19, 1997, the amounts outstanding under this bank line-of-credit were $18.4 and $16.4 million, respectively. During the sixteen weeks ended April 20, 1996, and April 19, 1997, the Company's investment in property and equipment was $4.2 million and $2.2 million, respectively. The investments were funded with cash provided by operations, and with the proceeds of financing activities. Cash provided by operations amounted to $3.8 million for both the sixteen weeks ended April 20, 1996, and April 19, 1997. The Company opened one new restaurant in the first sixteen weeks of 1997, and expects to open a total of 7 new restaurants by the end of fiscal year 1997, with an additional 8 to 10 restaurants planned for fiscal year 1998. The Company expects to expend approximately $9.0 million in fiscal year 1997, and approximately $11.0 million in fiscal year 1998 to finance expansion. The Company believes that it will have sufficient working capital and bank borrowings to finance its expansion plans through the end of fiscal year 1998. PART II: OTHER INFORMATION Item 1. LEGAL PROCEEDINGS None Item 2. CHANGES IN SECURITIES None Item 3. DEFAULTS UPON SENIOR SECURITIES None Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None Item 5. OTHER INFORMATION None Item 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits Exhibit 27: Financial Data Schedule (b) Reports on Form 8-K No reports on Form 8-K were filed during the period covered by this report. SIGNATURES 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. BERTUCCI'S, INC. --------------------- (Registrant) Date: May 30, 1997 By: /s/ Joseph Crugnale --------------------- Joseph Crugnale President and Chief Executive Officer Date: May 30, 1997 By: /s/ Norman S. Mallett --------------------- Norman S. Mallett Vice President - Finance Chief Financial Officer and Treasurer EX-27 2 ARTICLE 5 FDS FOR FIRST QUARTER 10-Q
5 (Replace this text with the legend) 0000874971 BERTUCCI'S, INC. 1000 3-MOS DEC-27-1997 APR-19-1997 3,705 0 257 0 1,055 7,256 123,780 32,265 101,899 10,552 0 0 0 44 68,566 101,899 40,337 40,337 10,118 10,118 25,844 0 363 1,579 576 1,003 0 0 0 1,003 0.11 0.11
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