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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM 10-Q/A
(Amendment No. 1)
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 25, 2001
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Transition period from _________ to __________
Commission file number 333-04261
AmeriKing, Inc.
(Exact name of registrant as specified in its charter)
Delaware 36-3970707
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification no.)
2215 Enterprise Drive, Suite 1502 60154
Westchester, Illinois (Zip code)
(Address of principal executive
offices)
Registrant's telephone number, including area code 708-947-2150
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 [_]
The number of shares outstanding of each of the registrant's classes of
common stock as of August 9, 2001 was 902,992 shares of common stock, $.01 par
value per share (the "Common Stock").
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TABLE OF CONTENTS
Page
----
PART I
Item 1. Financial Statements............................................ 2
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.................................................. 10
Item 3. Quantitative and Qualitative Disclosures About Market Risk...... 14
PART II
Item 6. Exhibits, and Reports on Form 8-K............................... 15
PART I
Certain statements in this Form 10-Q may constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Such forward-looking statements involve known and unknown risks,
uncertainties, and other factors which may cause the actual results,
performance, or achievements of AmeriKing, Inc. ("AmeriKing" or the "Company")
to be materially different from any future results, performance, or
achievements expressed or implied by such forward-looking statements. Such
factors include, among others, the following: general economic and business
conditions; competition; success of operating initiatives; development and
operating costs; advertising and promotional efforts; brand awareness; adverse
publicity; acceptance of new product offerings; availability, locations, and
terms of sites for store development; changes in business strategy or
development plans; quality of management; availability, terms, and deployment
of capital and bank debt; business abilities and judgment of personnel;
availability of qualified personnel; food, labor, and employee benefit costs;
changes in, or the failure to comply with, governmental regulations; regional
weather conditions; construction schedules; and other factors referenced in
this Form 10-Q.
1
ITEM 1. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS OF AMERIKING, INC. AND
SUBSIDIARY
Page
----
Consolidated Balance Sheets as of June 25, 2001 and December 25, 2000..... 3
Consolidated Statements of Operations for the quarter ended June 25, 2001
and June 26, 2000, and the two quarters ended June 25, 2001 and June 26,
2000..................................................................... 4
Consolidated Statements of Stockholders' Deficit for the two quarters
ended June 25, 2001 and the fiscal years ended December 25, 2000 and
December 27, 1999........................................................ 5
Consolidated Statements of Cash Flows for the two quarters ended June 25,
2001 and June 26, 2000................................................... 6
Notes to Consolidated Financial Statements ............................... 7
2
AMERIKING, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
June 25, 2001 and December 25, 2000
June 25,
2001 December 25,
ASSETS (unaudited) 2000
------ ------------ ------------
Current assets:
Cash and cash equivalents.......................... $ 17,792,000 $ 21,174,000
Accounts receivable................................ 2,369,000 3,131,000
Inventories........................................ 4,344,000 5,113,000
Prepaid expenses................................... 3,009,000 2,853,000
Current portion of deferred income taxes........... 1,054,000 1,054,000
------------ ------------
Total current assets............................. 28,568,000 33,325,000
Property and equipment............................... 68,396,000 77,213,000
Goodwill............................................. 153,502,000 156,214,000
Deferred income taxes................................ 5,320,000 6,599,000
Other assets:
Deferred financing costs........................... 4,367,000 4,859,000
Franchise agreements............................... 6,994,000 8,068,000
Other long-term assets............................. 285,000 288,000
------------ ------------
Total other assets............................... 11,646,000 13,215,000
------------ ------------
Total............................................ $267,432,000 $286,566,000
============ ============
LIABILITIES, SENIOR PREFERRED STOCK
AND STOCKHOLDERS' DEFICIT
-------------------------
Current liabilities:
Accounts payable and other accrued expenses....... $ 20,328,000 $ 19,183,000
Accrued payroll and related expenses.............. 10,374,000 8,848,000
Accrued taxes payable............................. 3,924,000 3,698,000
Current portion of long-term debt................. 955,000 983,000
Debt subject to acceleration...................... -- 224,715,000
------------ ------------
Total current liabilities....................... 35,581,000 257,427,000
Long-term debt--less current portion and debt
subject to acceleration............................ 224,826,000 600,000
Other long-term liabilities......................... 14,772,000 16,635,000
------------ ------------
Total liabilities............................... 275,179,000 274,662,000
Commitments and contingencies
Senior preferred stock.............................. 53,774,000 50,444,000
Stockholders' deficit:
Preferred stock................................... 75 75
Common stock...................................... 9,030 9,030
Accumulated deficit............................... (61,530,105) (38,549,105)
------------ ------------
Total stockholders' deficit..................... (61,521,000) (38,540,000)
------------ ------------
Total........................................... $267,432,000 $286,566,000
============ ============
See notes to consolidated financial statements.
3
AMERIKING, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
Quarter Ended Two Quarters Ended
------------------------- --------------------------
June 25, June 26, June 25, June 26,
2001 2000 2001 2000
------------ ----------- ------------ ------------
Sales
Restaurant food sales. $ 92,990,000 $99,959,000 $180,590,000 $189,640,000
Non-food sales........ 2,748,000 2,964,000 5,156,000 5,943,000
------------ ----------- ------------ ------------
Total sales......... 95,738,000 102,923,000 185,746,000 195,583,000
Restaurant operating
expenses:
Cost of food sales.... 27,054,000 29,596,000 53,448,000 56,149,000
Cost of non-food
sales................ 1,896,000 2,531,000 3,845,000 5,139,000
Restaurant labor and
related costs........ 27,534,000 26,622,000 53,609,000 51,715,000
Occupancy............. 10,584,000 10,721,000 21,194,000 20,602,000
Depreciation and
amortization of
goodwill and
franchise agreements. 3,845,000 4,147,000 7,771,000 8,248,000
Advertising........... 4,897,000 5,699,000 9,510,000 10,697,000
Royalties............. 3,255,000 3,499,000 6,321,000 6,638,000
Other restaurant
operating expenses... 10,125,000 9,545,000 20,503,000 18,653,000
------------ ----------- ------------ ------------
Total restaurant
operating expenses. 89,190,000 92,360,000 176,201,000 177,841,000
General and
administrative
expenses............... 4,672,000 4,764,000 9,694,000 9,186,000
Other operating
expenses:
Depreciation expense--
office............... 165,000 240,000 333,000 491,000
Write-down of long-
lived assets......... 5,696,000 142,000 5,696,000 142,000
Loss on disposal of
fixed assets......... 72,000 246,000 372,000 251,000
Management and
directors' fees...... 313,000 163,000 325,000 325,000
------------ ----------- ------------ ------------
Total other
operating expenses. 6,246,000 791,000 6,726,000 1,209,000
------------ ----------- ------------ ------------
Operating income (loss). (4,370,000) 5,008,000 (6,875,000) 7,347,000
Other expense:
Interest expense...... (5,268,000) (5,158,000) (10,861,000) (10,572,000)
Amortization of
deferred costs....... (247,000) (244,000) (464,000) (459,000)
Other expense--net ... (24,000) (74,000) (48,000) (116,000)
------------ ----------- ------------ ------------
Total other expense. (5,539,000) (5,476,000) (11,373,000) (11,147,000)
------------ ----------- ------------ ------------
Loss before income tax
expense (benefit)...... (9,909,000) (468,000) (18,248,000) (3,800,000)
Income tax expense
(benefit).............. 643,000 (188,000) 1,341,000 (1,520,000)
------------ ----------- ------------ ------------
Net loss................ (10,552,000) (280,000) (19,589,000) (2,280,000)
Preferred stock
dividends (cumulative,
undeclared)............ (163,000) (154,000) (324,000) (306,000)
Senior preferred stock
dividends.............. (1,674,000) (1,474,000) (3,332,000) (2,917,000)
Amortization of senior
preferred stock
issuance costs......... (31,000) (29,000) (60,000) (59,000)
------------ ----------- ------------ ------------
Loss applicable to
common stockholders.... $(12,420,000) $(1,937,000) $(23,305,000) $ (5,562,000)
============ =========== ============ ============
Weighted average number
of shares outstanding--
basic and diluted...... 902,992 902,992 902,992 902,992
------------ ----------- ------------ ------------
Net loss per common
share--basic and
diluted................ $ (13.75) $ (2.15) $ (25.81) $ (6.16)
============ =========== ============ ============
See notes to consolidated financial statements.
4
AMERIKING, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
For the Two Quarters Ended June 25, 2001 (unaudited) and
the Fiscal Years Ended December 25, 2000 and December 27, 1999
Retained
Preferred Common Earnings
Stock Stock (Deficit) Total
--------- ------ ------------ ------------
BALANCE--December 28, 1998........ $75 $9,030 $ (8,825,105) $ (8,816,000)
Dividends on senior preferred
stock.......................... (5,325,000) (5,325,000)
Amortization of senior preferred
stock issuance costs........... (119,000) (119,000)
Net income...................... 817,000 817,000
--- ------ ------------ ------------
BALANCE--December 27, 1999........ 75 9,030 (13,452,105) (13,443,000)
Dividends on senior preferred
stock.......................... (6,026,000) (6,026,000)
Amortization of senior preferred
stock issuance costs........... (119,000) (119,000)
Net loss........................ (18,952,000) (18,952,000)
--- ------ ------------ ------------
BALANCE--December 25, 2000........ 75 9,030 (38,549,105) (38,540,000)
Dividends on senior preferred
stock.......................... (3,332,000) (3,332,000)
Amortization of senior preferred
stock issuance costs........... (60,000) (60,000)
Net loss........................ (19,589,000) (19,589,000)
--- ------ ------------ ------------
BALANCE--June 25, 2001
(unaudited)...................... $75 $9,030 $(61,530,105) $(61,521,000)
=== ====== ============ ============
See notes to consolidated financial statements.
5
AMERIKING, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Two Quarters Ended June 25, 2001 and June 26, 2000
(unaudited)
December 26, December 27,
2000 to 1999 to
June 25, June 26,
2001 2000
------------ ------------
Cash flows from operating activities:
Net loss........................................... $(19,589,000) $ (2,280,000)
Adjustments to reconcile net loss to net cash
flows (used in) from operating activities:
Depreciation and amortization.................... 8,568,000 9,198,000
Deferred income taxes............................ 1,279,000 (1,519,000)
Write-down of long-lived assets.................. 5,696,000 142,000
Loss on disposal of fixed assets................. 372,000 251,000
Changes in:
Accounts receivable............................ 762,000 405,000
Inventories.................................... 769,000 1,304,000
Prepaid expenses............................... (156,000) (908,000)
Vendor incentives.............................. -- 9,912,000
Accounts payable, accrued and other long-term
liabilities................................... 1,034,000 (4,926,000)
------------ ------------
Net cash flows (used in) from operating
activities.................................. (1,265,000) 11,579,000
Cash flows from investing activities:
Purchase of restaurant franchise agreements,
equipment and goodwill.......................... -- (3,689,000)
Cash paid for franchise agreements............... -- (625,000)
Cash paid for property and equipment............. (1,583,000) (6,711,000)
------------ ------------
Net cash flows used in investing activities.. (1,583,000) (11,025,000)
Cash flows from financing activities:
Advances under line of credit.................... -- 5,975,000
Cash paid for financing costs.................... (15,000) (44,000)
Purchase of fractional shares-senior prefered
stock........................................... (2,000) --
Payments on short-term debt...................... -- (255,000)
Payments on long-term debt and capital leases.... (517,000) (405,000)
------------ ------------
Net cash flows (used in) from financing
activities.................................. (534,000) 5,271,000
------------ ------------
Net change in cash and cash equivalents............ (3,382,000) 5,825,000
Cash and cash equivalents--Beginning of year..... 21,174,000 14,754,000
------------ ------------
Cash and cash equivalents--End of quarter........ $ 17,792,000 $ 20,579,000
============ ============
Supplemental disclosures of cash flow information:
Cash paid for interest........................... $ 5,933,000 $ 10,806,000
============ ============
Cash paid for income taxes....................... $ 39,000 $ 279,000
============ ============
Supplemental disclosure of noncash investing and
financing activities:
Senior preferred stock dividends................. $ 3,332,000 $ 2,917,000
Amortization of senior preferred stock issuance
costs........................................... 60,000 59,000
------------ ------------
Total........................................ $ 3,392,000 $ 2,976,000
============ ============
See notes to consolidated financial statements.
6
AMERIKING, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
1. Basis of Presentation
In the Company's opinion, the accompanying unaudited consolidated financial
statements contain all of the adjustments necessary (consisting of normal and
recurring accruals) to present fairly our financial position as of June 25,
2001, the results of operations for the quarter and two quarters ended June
25, 2001 and June 26, 2000 and cash flows for the two quarters ended June 25,
2001 and June 26, 2000. These financial statements should be read in
conjunction with the Company's annual report on Form 10-K for the fiscal year
ended December 25, 2000 filed on March 26, 2001.
The results of operations for the quarter and two quarters ended June 25,
2001 and June 26, 2000 are not necessarily indicative of the results to be
expected for the full fiscal year.
2. Summary of Significant Accounting Policies
Inventories--Inventories consist primarily of restaurant food and supplies
and are stated at the lower of cost or market. Cost is determined using the
first-in, first-out (FIFO) method.
Net Loss Per Common Share--In calculating net loss per share, loss
applicable to common stockholders is the same for both the basic and diluted
calculations. Diluted earnings per share was the same as basic earnings per
share during the two quarters ended June 25, 2001 and June 26, 2000 due to the
antidilutive effect of the stock options and warrants in the respective
quarters.
Reclassifications--Certain information in the consolidated financial
statements for the quarter ended June 26, 2000 has been reclassified to
conform to the current reporting format.
New Accounting Standards--In July 2001, the FASB issued SFAS No. 141,
"Business Combinations" and SFAS No. 142, "Goodwill and Other Intangible
Assets". SFAS No. 141 establishes accounting and reporting standards for the
use of the purchase method in all future business combinations as well as
assignment of purchase price for goodwill and other intangible assets. SFAS
No. 142 establishes accounting and reporting standards for goodwill and other
intangible assets. For identified intangible assets, the estimated useful
lives are to be reassessed and the remaining amortization periods adjusted
accordingly. SFAS 142 also states that no future amortization of goodwill will
occur. Goodwill and other intangible assets will remain subject to impairment
tests to be performed using independent measures of fair value (i.e.
independent appraisals, listed market prices, etc.) in comparison with
reporting unit net asset values (including goodwill). Any excess of the
carrying value of a reporting unit or units over the fair value will be
recorded as an impairment loss.
Statements No. 141 and 142 are effective for the Company beginning with the
first quarter in fiscal 2002 and will result in a change in accounting method.
The Company can not reasonably estimate at this time what the impairment
effect will be upon the adoption of these new standards and has not had any
independent appraisals of its reporting units performed as of August 2001, but
does intend to obtain independent appraisals no later than the first quarter
of fiscal 2002. Goodwill amortization expense for the six months ended June
25, 2001 was $2,560,000 and for the year ended December 25, 2000 was
$5,339,000
Accounting for the Impairment of Long-Lived Assets--The Company accounts
for impairment of long-lived assets in accordance with SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets
to be Disposed of". SFAS No. 121 requires that long-lived assets be reviewed
for impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. The Company evaluates at
each balance sheet date whether events and circumstances have occurred that
indicate possible impairment. In accordance with SFAS No. 121, the Company
uses an estimate of the future undiscounted net cash flows of the related
asset or asset grouping over the remaining life in measuring whether the
assets are recoverable. During the first two quarters of 2001 and 2000, the
Company wrote down approximately $5.7 million and $0.1 million of long-lived
assets, respectively. These write downs consisted primarily of goodwill
recorded as part of the acquired restaurant. The remaining write down
consisted of restaurant equipment, signage and other related store assets.
7
AMERIKING, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS--(Continued)
3. Restructuring--In November 2000, the Company restructured its development
and field marketing functions, and re-evaluated its restaurant development
plans, to reduce costs associated with previous plans to rapidly grow upon
anticipated refinancing in fiscal 2000. As a result, the Company terminated 16
employees for a total cost of $711,000. This represented salary continuation
plus benefits and outplacement services. The Company is also in the process of
exiting excess leased space to be closed as a result of canceling its previous
growth plans. This represents an estimate of $576,000 to terminate such lease
agreements. The Company determined that $3,036,000 in capitalized costs
associated with certain development plans and certain software costs
associated with discontinued upgrades to existing restaurant systems, as well
as refinancing costs associated with planned acquisitions should be written
off. The restructuring liability is included as a component of accounts
payable and other accrued expenses.
During the two quarters ended June 25, 2001, the Company paid $409,000
related to the aforementioned employee terminations, $133,000 to terminate
lease agreements and $97,000 for other restructuring costs that were accrued
for at year end. All remaining restructuring commitments will be paid by the
end of the first quarter 2002.
4. Business Condition--At December 25, 2000, the Company was not in compliance
with certain financial covenants of its Revolving Credit Facility and
Acquisition Credit Facility (collectively the Credit Facilities). The Company
obtained a waiver from its banks of such non-compliance as of December 25,
2000; however, the Company was out of compliance at the end of each of the
first two quarters of fiscal 2001. Because of these covenant violations at
December 25, 2000, the Company classified the long-term portion of its debt as
subject to acceleration. On June 29, 2001, the Company completed an exchange
offer for approximately 99.5% of its outstanding Ameriking Senior Notes and
amended its bank credit agreement (see "Subsequent Event" below). In the
process, effective June 29, 2001, the Company is in compliance with its credit
facility and bond indenture agreements.
As a result of the long-term debt being subject to acceleration, the
Company had negative working capital of $221.7 million at December 25, 2000.
The negative working capital includes $224.7 million of long-term debt subject
to acceleration. In addition, during fiscal 2000, the Company incurred a loss
from operations of $23.0 million. With compliance, the long-term debt is no
longer subject to acceleration and working capital at June 25,2001 is now a
negative $7.0 million. The Company has also incurred net losses of $19.6
million for the two quarters ended June 25, 2001.
In addition to lowering current cash obligations for its Senior Notes, the
Company is currently considering financing alternatives that would potentially
reduce existing cash obligations for capital expenditures as well. The Company
has discussed preliminary opportunities with its lending group, Burger King
Corporation ("BKC") and other investment advisors.
In the next twelve months, the Company does not intend to have significant
capital improvements other than that obligated under its existing franchise
agreements and vendor incentive agreement, and to complete the development of
stores substantially in progress at December 25, 2000. The Company has no
planned acquisitions, nor does it have any cash commitments related to
previous acquisitions. The Company believes that available cash on hand,
together with its forecast of operating results in the next twelve months,
will be sufficient to meet current debt service obligations. However, one of
the financial covenants under the new credit agreement is a monthly measure of
minimum level of earnings before interest, taxes, depreciation and
amortization (EBITDA). In addition, if the Company is not able to achieve
these measures, the Company will not be in compliance with its bank covenants
and debt will be subject to acceleration under the credit agreement. If the
Company is unable to fund its capital improvement obligations and does not
reach an agreement with BKC on deferment of the timing of these obligations,
the Company may be in technical default of its franchise agreements for those
affected restaurants.
5. Subsequent event--On June 29, 2001, the Company completed an exchange offer
for its 10 3/4% Senior Notes due December 2006 (the "AmeriKing Senior Notes").
Of the $100 million in AmeriKing Senior Notes, approximately 99.5% were
exchanged for bonds issued by National Restaurant Enterprise Holdings, Inc.
("NRE Holdings"), a new subsidiary of the Company. NRE Holdings is the sole
stockholder of National Restaurant Enterprises, Inc., the subsidiary through
which the Company conducts its operations.
8
AMERIKING, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS--(Continued)
For each $2,000 principal amount of AmeriKing Senior Notes (or portion
thereof) tendered, NRE Holdings exchanged $1,000 principal amount of its 10
3/4% Senior Notes ("NRE Senior Notes") due November 15, 2007 and a unit
consisting of $1,000 of its 13% Senior PIK Notes ("NRE Senior PIK Notes") due
May 15, 2008 and a warrant to purchase a pro rata portion of 19.99% of NRE
Holdings' common stock. In lieu of the payment of cash interest on the
AmeriKing Senior Notes for the period from December 1, 2000 to June 1, 2001,
NRE Holdings paid interest in kind at the rate of 15% per year in respect of
the NRE Senior Notes and the NRE Senior PIK Notes, as if each had been
outstanding since November 15, 2000 to May 15, 2001.
From and after May 15, 2001, the NRE Senior Notes bear interest at the rate
of 10 3/4% per year. Payments of interest on the NRE Senior Notes will be
payable semi-annually in cash in arrears on November 15 and May 15 in each
year, beginning November 15, 2001, to holders of record of NRE Senior Notes at
the close of business on the May 1 or November 1 immediately preceding such
interest payment date. Interest will be computed on the basis of a 360-day
year of twelve 30-day months.
From and after May 15, 2001, the NRE Senior PIK Notes bear interest at the
rate of 13% per year. Payments of interest on the NRE Senior PIK Notes is
payable semi-annually in kind in arrears on November 15 and May 15 in each
year, beginning November 15, 2001, to holders of record of NRE Senior PIK
Notes at the close of business on the May 1 or November 1 immediately
preceding such interest payment date. The outstanding principal amount of the
NRE Senior PIK Notes will be increased on May 15 and November 15, beginning
November 15, 2001, by an amount equal to the interest payable for the
preceding semi-annual period. Interest will be computed on the basis of a 360-
day year of twelve 30-day months.
The NRE Holdings' securities have not been registered under the Securities
Act of 1933 and were offered only to holders of the Senior Notes that are
"accredited investors" as defined in Regulation D under the Securities Act of
1933. NRE Holdings has agreed to file a registration statement relating to an
offer to exchange identical securities issued by NRE Holdings for the NRE
Senior Notes and the NRE Senior PIK Notes, or if an exchange offer cannot be
made, a registration statement that will enable holders of the NRE Senior
Notes and the NRE Senior PIK Notes to offer or sell those securities in
compliance with the Securities Act of 1933. NRE Holdings will be required to
pay liquidated damages to the holders of the notes if it is unable to complete
these registrations within specified time periods.
Concurrent with the exchange, National Restaurant Enterprises entered into
a $115,500,000 amended and restated senior secured revolving credit facility
with Fleet National Bank, as agent. The credit agreement contains several
financial covenants, which will require National Restaurant Enterprises to
maintain certain financial ratios and restrict National Restaurant
Enterprises' ability to incur indebtedness and pay dividends. The commitment
fee on the unused portion of the revolver will be 1/2% per year, payable
quarterly. As part of the terms of the credit facility, the Company made a
principal payment of $3.326 million to reduce the outstanding credit facility
balance from $118.8 million. The Company also incurred $2.2 million in
amendment and closing fees paid and payable to its bank group, with $1.7
million payable no later than June 30, 2002.
The repayment of borrowings under the credit facility is guaranteed by
AmeriKing, NRE Holdings and certain subsidiaries of National Restaurant
Enterprises and will be secured by a perfected first priority security
interest in all of the assets of each such entity, excluding certain assets
pledged in connection with the Franchise Acceptance Corporation Notes and the
pledge of 95% of the outstanding capital stock or 100% of the outstanding non-
voting capital stock of each such entity (other than AmeriKing). Mandatory
commitment reductions will be required in the event that there are any
proceeds from the sale of assets or securities by AmeriKing with additional
commitment reductions tied to the availability of cash in excess of certain
thresholds.
The borrowings under the credit facility bear interest at a rate per year
equal to the Base Rate (as defined in the new credit agreement) plus 3.00%.
The new credit agreement also contains standard representations, warranties
and covenants, including certain financial covenants, such as a leverage
ratio, a debt service coverage ratio, a minimum EBITDA requirement and a limit
on annual capital expenditures. As of June 29, 2001, the Company and its
subsidiaries were in compliance with all financial covenants of the amended
credit facility and bond indentures.
9
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Overview
Restaurant sales include food sales and merchandise sales. Merchandise
sales include convenience store sales at the Company's dual-use facilities (of
which the Company currently has nine), as well as sales of promotional
products at the Company's restaurants. On an annual basis, merchandise sales
have contributed less than 3.8% of total historical restaurant sales.
Promotional products, which account for the majority of merchandise sales, are
generally sold at or near cost.
Earnings before interest, taxes, depreciation and amortization (EBITDA)
represents operating income plus depreciation and amortization of goodwill and
franchise agreements, pre-opening costs and other operating expenses. While
EBITDA should not be construed as a substitute for operating income or a
better indicator of liquidity than cash flow from operating activities, which
are determined in accordance with generally accepted accounting principles,
EBITDA is included to provide additional information with respect to our
ability to meet our future debt service, capital expenditure and working
capital requirements. In addition, we believe that certain investors find
EBITDA to be a useful tool for measuring our ability to service our debt.
EBITDA is not necessarily a measure of our ability to fund our cash needs. See
the Consolidated Statements of Cash Flows and the related notes to the
Consolidated Financial Statements included herein.
The Company includes in the comparable restaurant sales analysis discussed
below only those restaurants that have been in operation for a minimum of
twelve months (including pro forma sales for acquired restaurants). For a
restaurant not operating for the entire prior annual period, the sales for the
interim period in the prior year are compared to that for the comparable
interim period in the indicated year.
Quarter ended June 25, 2001 Compared to Quarter ended June 26, 2000
Restaurant Sales. Total sales decreased $7.2 million or 7.0% during the
quarter ended June 25, 2001, to $95.7 million, from $102.9 million during the
quarter ended June 26, 2000. Sales at the comparable restaurants, including
only those restaurants owned by us at June 25, 2001, decreased 8.5% for the
quarter primarily due to a decrease in customer traffic as BKC's national
marketing program did not generate incremental traffic versus that of the
prior year. The decline in comparable sales was partially offset by the
additional sales generated from the development of 20 restaurants during 2000.
Restaurant Operating Expenses. Total restaurant operating expenses
decreased $3.2 million, or 3.5% during the quarter ended June 25, 2001, to
$89.2 million from $92.4 million in the quarter ended June 26, 2000. This
decrease was a direct result of lower sales volumes and the variable nature of
expenses such as cost of food sales, occupancy, advertising and royalties,
partially offset by an increase in labor. As a percentage of sales, restaurant
operating expenses increased 3.5%, to 93.2% during the quarter ended June 25,
2001 from 89.7% during the quarter ended June 26, 2000. This increase was due
primarily to the fixed nature of many operating expenses offset by declining
same store sales as discussed below.
Cost of sales decreased $3.2 million and decreased 1.0% as a percentage of
sales to 30.2% during the quarter ended June 25, 2001 from 31.2% during the
quarter ended June 26, 2000. Cost of food sales decreased $2.5 million and
decreased 0.5% as a percentage of sales to 28.3% during the quarter ended June
25, 2001 from 28.8% during the quarter ended June 26, 2000. The decrease in
cost of food sales dollars is the result of higher supplier rebates and the
variable nature of food costs on lower sales volumes, partially offset by the
additional stores that were developed since the same quarter last year. The
improvement in gross margin is due to less discounting of menu prices and the
implementation of a three tier value meal menu option which allows the
customer to select between three drink and french fry sizes. This improvement
in gross margin from value pricing options for our customers was partially
offset by higher commodity costs, specifically beef. Cost of non-food sales
decreased $0.6 million during the quarter ended June 25, 2001, and decreased
0.5% as a percentage of sales to 2.0% from 2.5% during the quarter ended June
26, 2000. The decrease in cost of non-food sales is the direct result of the
decrease in non-food sales. Non-food promotional items, typically designed to
drive customer traffic into the restaurants, are sold at or near cost.
10
Restaurant labor and related costs increased $0.9 million during the
quarter ended June 25, 2001, and increased 2.9% as a percentage of total sales
to 28.8% during the quarter ended June 25, 2001 from 25.9% in the quarter
ended June 26, 2000. The increase in restaurant labor and related costs was
primarily due to the increased number of stores and the additional labor
associated with them. In addition, the percentage increase is the result of
lower average sales volumes negatively impacting the fixed component of
salaries and benefit costs.
Depreciation and amortization decreased $0.3 million during the quarter
ended June 25, 2001, to $3.8 million from $4.1 million in the quarter ended
June 26, 2000. As a percentage of sales, depreciation and amortization expense
remained constant at 4.0% during the quarter ended June 25, 2001 and the
quarter ended June 26, 2000.
Occupancy and other restaurant operating expenses including advertising and
royalties decreased $0.6 million during the quarter ended June 25, 2001 and
increased 1.5% as a percentage of sales to 30.1% in the quarter ended June 25,
2001 from 28.6% in the quarter ended June 26, 2000. Occupancy expense
decreased $0.1 million during the quarter ended June 25, 2001 and increased
0.7% as a percentage of sales to 11.1% during the quarter end June 25, 2001
from 10.4% during the quarter ended June 26, 2000. The percentage increase in
occupancy expense is due to the fixed portion of rents on lower sales volumes.
Other restaurant operating expenses, including advertising and royalties,
decreased $0.5 million and increased 0.9% as a percentage of sales to 19.1%
during the quarter ended June 25, 2001 from 18.2% during the quarter ended
June 26, 2000. This decrease in other restaurant operating expense dollars is
primarily due to the reduction in advertising and royalty expenses offset by
an increase in insurance costs and utilities.
General and Administrative Expenses. General and administrative expenses
decreased $0.1 million to $4.7 million during the quarter ended June 25, 2001
and increased 0.3% as a percent of sales to 4.9% during the quarter ended June
25, 2001 from 4.6% during the quarter ended June 26, 2000. The decrease in
general and administrative expenses is due to staff and general spending
reductions in the corporate office offset by an increases in field management
and related costs associated with the newly developed restaurants near the end
of last year.
Other Operating Expenses. Other operating expenses increased $5.5 million
to $6.3 million during the quarter ended June 25, 2001 from $0.8 million for
the quarter ended June 26, 2000. The increase in other operating expenses is
due to a write-down of long-lived assets of $5.7 million, partially offset by
lower office related depreciation expense.
Other Expense. Other expense remained flat at $5.5 million during the
quarter ended June 25, 2001 and the quarter ended June 26, 2000.
Income taxes. Despite a net loss, the Company incurred income tax expense
of $0.6 million. This expense is due primarily to an increase in the valuation
allowance associated with net deferred tax assets.
EBITDA. As defined in Item 2, EBITDA decreased $4.3 million to $5.8 million
for the quarter ended June 25, 2001 from $10.1 million for the quarter ended
June 26, 2000. As a percentage of total sales, EBITDA decreased 3.9%, to 6.0%
for the quarter ended June 25, 2001 from 9.9% for the quarter ended June 26,
2000. The decline in EBITDA is the result of the factors discussed above.
Two Quarters ended June 25, 2001 Compared to Two Quarters ended June 26, 2000
Restaurant Sales. Total sales decreased $9.9 million or 5.0% during the
quarter ended June 25, 2001, to $185.7 million, from $195.6 million during the
two quarters ended June 26, 2000. Sales at the comparable restaurants,
including only those restaurants owned by the Company at June 25, 2001,
decreased 7.6% for the two quarters primarily due to a decrease in customer
traffic as BKC's national marketing program did not generate incremental
traffic versus that of the prior year. The decline in comparable sales was
partially offset by
11
the additional sales generated from the purchase of 5 restaurants in March
2000 and the development of 20 restaurants during 2000.
Restaurant Operating Expenses. Total restaurant operating expenses
decreased $1.6 million, or 0.9% during the two quarters ended June 25, 2001,
to $176.2 million from $177.8 million in the quarter ended June 26, 2000. This
decrease was a direct result of lower sales volumes and the variable nature of
expenses such as cost of food sales, advertising and royalties, partially
offset by an increase in labor and other restaurant operating. As a percentage
of sales, restaurant operating expenses increased 4.0%, to 94.9% during the
two quarters ended June 25, 2001 from 90.9% during the two quarters ended June
26, 2000. This increase was due primarily to the fixed nature of many
operating expenses offset by declining same store sales as discussed below.
Cost of sales decreased $4.0 million and decreased 0.5% as a percentage of
sales to 30.8% during the two quarters ended June 25, 2001 from 31.3% during
the two quarters ended June 26, 2000. Cost of food sales decreased $2.7
million and increased 0.1% as a percentage of sales to 28.8% during the
quarter ended June 25, 2001 from 28.7% during the quarter ended June 26, 2000.
The decrease in cost of food sales dollars is the result of higher supplier
rebates and the variable nature of food costs on lower sales volumes,
partially offset by the additional stores that were acquired and developed
since the same two quarters last year. The improvements in gross margin is due
to higher commodity costs, specifically beef, partially offset by less
discounting of menu prices and the implementation of a three tier value meal
menu option which allows the customer to select between three drink and french
fry sizes. Cost of non-food sales decreased $1.3 million during the two
quarters ended June 25, 2001, and decreased 0.5% as a percentage of sales to
2.1% from 2.6% during the two quarters ended June 26, 2000. The decrease in
cost of non-food sales is the direct result of the decrease in non-food sales.
Non-food promotional items, typically designed to drive customer traffic into
the restaurants, are sold at or near cost.
Restaurant labor and related costs increased $1.9 million to $53.6 million
during the two quarters ended June 25, 2001, and increased 2.5% as a
percentage of total sales to 28.9% during the two quarters ended June 25, 2001
from 26.4% during the two quarters ended June 26, 2000. The increase in
restaurant labor and related costs was primarily due to the increased number
of stores and the additional labor associated with them. In addition, the
percentage increase is the result of lower average sales volumes negatively
impacting the fixed component of salaries and benefit costs.
Depreciation and amortization decreased $0.5 million during the two
quarters ended June 25, 2001, to $7.8 million from $8.3 million during the two
quarters ended June 26, 2000. As a percentage of sales, depreciation and
amortization remained at 4.2% during the two quarters ended June 25, 2001 and
the two quarters ended June 26, 2000.
Occupancy and other restaurant operating expenses including advertising and
royalties increased $0.9 million to $57.5 million during the two quarters
ended June 25, 2001 and increased 2.1% as a percentage of sales to 31.0%
during the two quarters ended June 25, 2001 from 28.9% during the two quarters
ended June 26, 2000. Occupancy expense increased $0.6 million during the two
quarters ended June 25, 2001 and increased 0.9% as a percentage of sales to
11.4% during the two quarters end June 25, 2001 from 10.5% during the two
quarters ended June 26, 2000. The percentage increase in occupancy expense is
due to the fixed portion of rents on lower sales volumes. Other restaurant
operating expenses, including advertising and royalties, increased
$0.3 million and increased 1.2% as a percentage of sales to 19.6% during the
two quarters ended June 25, 2001 from 18.4% during the two quarters ended June
26, 2000. This increase is primarily due to the increase in insurance costs
and utilities offset by a decline in advertising and royalties. In addition,
the Company recorded pre-opening costs relative to new restaurant developments
in other expense which were $0.1 million and $0.3 million for the two quarters
ended June 25, 2001 and June 26, 2000, respectively.
General and Administrative Expenses. General and administrative expenses
increased $0.5 million to $9.7 million during the two quarters ended June 25,
2001 and increased 0.5% as a percent of sales to 5.2% during the two quarters
ended June 25, 2001 from 4.7% during the two quarters ended June 26, 2000. The
increase in
12
general and administrative expenses is due to staff increases in field
management and related costs associated with the newly acquired and developed
restaurants.
Other Operating Expenses. Other operating expenses increased $5.5 million
to $6.7 million during the two quarters ended June 25, 2001 from $1.2 million
for the two quarters ended June 26, 2000. The increase in other operating
expenses is due to a write-down of long-lived assets of $5.7 million,
partially offset by lower office related depreciation expense.
Other Expense. Other expense increased $0.3 million during the two quarters
ended June 25, 2001 to $11.4 million from $11.1 million during the two
quarters ended June 26, 2000. The increase in other expense is due to higher
interest expense related to the increased borrowings under the line of credit
due to the 2000 acquisitions, as well as higher interest rates than
experienced during the same time period last year.
Income taxes. Despite a net loss, the Company incurred income tax expense
of $1.3 million. This expense is due primarily to an increase in the valuation
allowance associated with net deferred tax assets.
EBITDA. As defined in Item 2, EBITDA decreased $9.5 million to $7.7 million
for the two quarters ended June 25, 2001 from $17.2 million for the two
quarters ended June 26, 2000. As a percentage of total sales, EBITDA decreased
4.7%, to 4.1% for the two quarters ended June 25, 2001 from 8.8% for the two
quarters ended June 26, 2000. The decline in EBITDA is a result of the factors
discussed above.
Liquidity and Capital Resources
Net cash flows from operating activities decreased $12.9 million during the
two quarters ended June 25, 2001, to a use of cash of $1.3 million, from a
source of cash of $11.6 million during the two quarters ended June 26, 2000.
The decrease is primarily due to receiving a $9.9 million, one-time vendor
incentive in the first quarter of 2000. The other contributing factor was an
increase in net loss. The Company received two installments of one-time vendor
incentives from its soft drink suppliers totaling approximately $20.0 million
in March and August of 2000. These vendor incentives are being amortized over
10 years. In return for receipt of these monies, the Company is currently
obligated to make certain leasehold improvements to existing stores over the
next eighteen to twenty-four months.
Capital spending for the two quarters ended June 25, 2001 was $1.6 million.
These capital expenditures were for the replacement of equipment in the
Company's existing facilities.
For the two quarters ended June 25, 2001, the Company made principal
reductions totaling approximately $0.5 million related to the 1995, 1996, and
1998 FAC Notes.
The Company anticipates capital expenditures in fiscal 2001 to be
approximately $5.1 million related to equipment replacement and remodeling of
existing facilities. There are no plans for new restaurant development.
AmeriKing has contractual obligations for restaurants subject to franchise
renewal and other commitments for exterior image changes. The capital
expenditures for these restaurants are estimated to be $10.4 million. These
commitments represent obligations related to renewed franchise agreements in
fiscal 2000 and anticipated expenditures in fiscal 2001. AmeriKing is also
obligated for store improvements related to the receipt of vendor incentives
in fiscal 2000. AmeriKing is in the process of completing the approved changes
to signage, restaurant grounds and drive-thrus and anticipates these remaining
obligations to be approximately $10.0 million. Changes to restaurant grounds
and drive-thrus must be completed by December 31, 2002, with the deadline for
signage changes being June 30, 2003. On June 20, 2001, the Company was
notified of an additional design change which includes a new kitchen. The new
kitchen must be installed by June 30, 2002 at an estimated cost of $4.0
million. The actual amount of the Company's cash requirements for capital
expenditures presently depends on, among other things, the costs associated
with ongoing equipment replacement and remodeling of existing restaurants and
the number of franchised restaurants subject to renewal, including the costs
associated with bringing the related restaurants up to BKC's then current
design specifications in connection with these franchise renewals. If
13
the Company is unable to fund its capital improvement obligations and does not
reach an agreement with BKC on deferment of the timing of these obligations,
the Company may be in technical default of its franchise agreements for those
affected restaurants.
The Company is structured as a holding company with no independent
operations, as the Company's operations are conducted exclusively through its
wholly owned subsidiaries. The Company's only significant assets are the
capital stock of its subsidiaries. As a holding company, the Company's cash
flow, its ability to meet its debt service requirements and its ability to pay
cash dividends on the Senior Preferred Stock are dependent upon the earnings
of its subsidiaries and their ability to declare dividends or make other
intercompany transfers to the Company. Under the terms of the indenture
pursuant to which the Senior Notes were offered (the "Indenture"), the
Company's subsidiaries may incur certain indebtedness pursuant to agreements
that may restrict the ability of such subsidiaries to make such dividends or
other intercompany transfers necessary to service the Company's obligations,
including its obligations under the Senior Notes, the Senior Preferred Stock
and any 13% Subordinated Exchange Debentures due 2008 (the "Exchange
Debentures") the Company may exchange pursuant to the Indenture. The Indenture
restricts, among other things, the Company's and its Restricted Subsidiaries'
(as defined in the Indenture) ability to pay dividends or make certain other
restricted payments, including the payment of cash dividends on or the
redemption of the Senior Preferred Stock, to incur additional indebtedness, to
encumber or sell assets, to enter into transactions with affiliates, to enter
into certain guarantees of indebtedness, to make restricted investments, to
merge or consolidate with any other entity and to transfer or lease all or
substantially all of their assets. In addition, the Company's Amended and
Restated Credit Agreement (as defined) and Acquisition Credit Agreement (as
defined) with Fleet National Bank and other lenders thereto contain other and
more restrictive covenants and prohibit the Company's subsidiaries from
declaring dividends or making other intercompany transfers to the Company in
certain circumstances.
On June 29, 2001, the Company completed an exchange offer for its 10 3/4%
Senior Notes due December 2006 (the "AmeriKing Senior Notes"). Of the $100
million in AmeriKing Senior Notes, approximately 99.5% were exchanged for
bonds issued by National Restaurant Enterprise Holdings, Inc. ("NRE
Holdings"), a new subsidiary of the Company. NRE Holdings is the sole
stockholder of National Restaurant Enterprises, Inc., the subsidiary through
which the Company conducts its operations. The Company believes that available
cash on hand together with its forecast of EBITDA in the next twelve months
will be sufficient to meet current debt service obligations. See subsequent
event footnote to the condensed financial statements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Company is subject to market risk associated with fluctuations in
interest rates. Interest rate risk is primarily limited to the Company's
variable rate debt obligations, which totaled $121.3 million at June 25, 2001.
Of this balance, the Fleet National Bank revolver comprised $118.8 million
bearing an interest rate calculated at Fleet National Bank's base rate plus
1.25%, and the 1995 Franchise Acceptance Corporation ("FAC") Note comprised
$1.0 million bearing an interest rate of 2.75% above FAC's program rate, and
the 1998 FAC Note comprised $1.5 million bearing an interest rate of 2.5%
above FAC's program rate. Assuming a 20% increase in interest rates, the
Company would experience an increase in interest expense of approximately $0.5
million. The Company does not hold any market risk sensitive financial
instruments for trading purposes.
14
PART II
ITEM 6. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
Exhibits
The following exhibits are filed as part of this report.
11 STATEMENT RE: COMPUTATION OF EARNINGS PER SHARE
12 STATEMENT RE: COMPUTATION OF RATIOS
Reports on Form 8-K
On April 6, 2001, the Company filed a Current Report on Form 8-K,
announcing under Item 5 the resignation of Mr. Joel Aaseby as Chief Financial
Officer, Corporate Secretary and Director.
On June 1, 2001, the Company filed a Current Report on Form 8-K, announcing
under Item 5, the intent to exchange its 10 3/4% Senior Notes due December
2006 as well as, enter into a new $115.5 million amended and restated senior
secured revoloving credit facility with Fleet National Bank, as agent.
On July 12, 2001, the Company filed a Current Report on Form 8-K,
announcing under Item 5, the exchange of its 10 3/4% Senior Notes due December
2006, and a new $115.5 million amended and restated senior secured revoloving
credit facility.
15
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, in the City of Westchester, State of
Illinois.
AmeriKing, Inc.
October 24, 2001 /s/ Lawrence E. Jaro
Date ________________________________ -------------------------------------
Lawrence E. Jaro
Managing Owner, Chairman and
Chief Executive Officer
October 24, 2001 /s/ Augustus F. Hothorn
Date ________________________________ -------------------------------------
Augustus F. Hothorn
President, Chief Operating Officer
and Director
October 24, 2001 /s/ John C. Clark
Date ________________________________ -------------------------------------
John C. Clark
Corporate Controller
(Principal Financial and Accounting
Representative)
16