UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 29, 2000
Commission File Number 1-13226
PHOENIX RESTAURANT GROUP, INC.
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(Exact Name of Registrant as Specified in Its Charter)
GEORGIA 58-1861457
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
7373 N. SCOTTSDALE ROAD
SUITE D-120, SCOTTSDALE AZ 85253 85253
- ---------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
(480) 483-7055
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(Registrant's Telephone Number, Including Area Code)
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 outstanding shares of the issuer's class of common stock as of the
latest practicable date, is as follows: 13,081,821 shares of Common Stock, $.10
par value, as of April 10, 2000.
PHOENIX RESTAURANT GROUP, INC.
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED MARCH 29, 2000
TABLE OF CONTENTS
Page
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PART I. FINANCIAL INFORMATION
ITEM 1 Unaudited Financial Statements
Condensed Consolidated Balance Sheets -
December 29, 1999 and March 29, 2000............................. 3
Condensed Consolidated Statements of Operations -
13-Week Periods ended March 31, 1999
and March 29, 2000............................................... 4
Condensed Consolidated Statements of Cash Flows -
13-Week Periods ended March 31, 1999
and March 29, 2000............................................... 5
Notes to Condensed Consolidated Financial Statements............... 6
ITEM 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations................................ 8
ITEM 3 Quantitative and Qualitative Disclosures about Market Risk......... 12
PART II. OTHER INFORMATION.................................................. 13
SIGNATURES......................................................... 14
2
PART I. FINANCIAL INFORMATION
ITEM 1. UNAUDITED FINANCIAL STATEMENTS
PHOENIX RESTAURANT GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
December 29, March 29,
ASSETS 1999 2000
--------- ---------
(Unaudited)
CURRENT ASSETS:
Cash and cash equivalents $ 1,491 $ 2,861
Receivables 2,244 2,899
Inventories 1,087 1,048
Deferred income taxes 11,700 11,700
Other current assets 4,761 1,236
Net assets held for sale 42,128 42,364
--------- ---------
Total current assets 63,411 62,108
PROPERTY AND EQUIPMENT - Net 20,619 20,282
INTANGIBLE ASSETS - Net 11,117 11,041
OTHER ASSETS 3,220 3,320
--------- ---------
TOTAL $ 98,367 $ 96,751
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable $ 17,778 $ 19,491
Accrued compensation 5,237 5,790
Accrued taxes 4,733 3,865
Other current liabilities 14,082 13,613
Current debt obligations 25,651 25,651
--------- ---------
Total current liabilities 67,481 68,410
LONG-TERM DEBT - Less current portion 54,908 53,055
OTHER LONG-TERM LIABILITIES 5,214 5,184
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TOTAL LIABILITIES 127,603 126,649
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COMMITMENTS AND CONTINGENCIES (note 3)
SHAREHOLDERS' DEFICIT
Preferred stock, $.01 par value; authorized,
5,000,000 shares; issued and outstanding none
Common stock $.10 par value; authorized,
40,000,000 shares; 13,081,821 shares issued
and outstanding 1,349 1,349
Additional paid-in capital 35,869 35,869
Treasury stock -- (1,139)
Accumulated deficit (66,454) (65,977)
--------- ---------
TOTAL SHAREHOLDERS' DEFICIT (29,236) (29,898)
--------- ---------
TOTAL $ 98,367 $ 96,751
========= =========
See accompanying notes to condensed consolidated financial statements
3
PHOENIX RESTAURANT GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
13 Week Periods Ended
-----------------------
March 31, March 29,
1999 2000
-------- --------
(Unaudited)
RESTAURANT SALES $ 60,941 $ 56,471
-------- --------
RESTAURANT OPERATING EXPENSES:
Food and beverage costs 16,463 15,221
Payroll and payroll related costs 20,819 19,372
Depreciation and amortization 1,685 676
Other restaurant operating expenses 16,871 14,880
-------- --------
Total operating expenses 55,838 50,149
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RESTAURANT OPERATING INCOME 5,103 6,322
ADMINISTRATIVE EXPENSES 2,831 2,974
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OPERATING INCOME 2,272 3,348
INTEREST EXPENSE - Net 2,606 2,871
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INCOME (LOSS) BEFORE INCOME TAXES (334) 477
INCOME TAX (BENEFIT) (135) --
-------- --------
NET INCOME (LOSS) $ (199) $ 477
======== ========
Basic and diluted income (loss) per share
Applicable to common shareholders $ (.02) $ .04
======== ========
Basic and diluted weighted average shares
Outstanding:
Basic 13,485 13,081
======== ========
Diluted 13,485 13,081
======== ========
See accompanying notes to condensed consolidated financial statements.
4
PHOENIX RESTAURANT GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
13 Week Periods Ended
------------------
March 31, March 29,
1999 2000
------- -------
(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (199) $ 477
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation and amortization 1,685 676
Amortization of deferred financing costs 91 187
Deferred income taxes (135)
Deferred rent 61 115
Other - net (215) (3)
Changes in operating assets and liabilities
net of dispositions:
Receivables 29 (655)
Inventories (49) 39
Other current assets 166 119
Accounts payable and accrued liabilities (1,093) 1551
------- -------
Net cash provided by operating activities 341 2,506
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CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment (1,459) (430)
Purchase of intangibles (36) --
------- -------
Net cash provided by (used in) investing
activities (1,495) (430)
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES
Note receivable collections 138 85
Borrowings 857 (791)
Principal reductions on long-term obligations (908) --
------- -------
Net cash used in financing activities 87 (706)
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NET CHANGE IN CASH AND CASH EQUIVALENTS (1,067) 1,370
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 2,330 1,491
------- -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 1,263 2,861
======= =======
SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $ 2,255 $ 1,948
Income taxes $ 2 $ 7
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING
AND FINANCING ACTIVITIES:
Collapse of related party notes:
Subordinated debenture $ 1,456
=======
Note receivable $ 2,600
=======
Treasury Stock $ 1,139
=======
See accompanying notes to condensed consolidated financial statements.
5
PHOENIX RESTAURANT GROUP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)
(1) BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements of
Phoenix Restaurant Group, Inc. and Subsidiaries have been prepared in accordance
with the rules and regulations of the Securities and Exchange Commission Form
10-Q and do not include all of the information and footnotes required by
generally accepted accounting principles for complete financial statements. In
our opinion, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included. However, these
operating results are not necessarily indicative of the results expected for the
full year. These statements should be read in conjunction with the consolidated
financial statements and notes thereto and Management's Discussion and Analysis
of Financial Condition and Results of Operations included in our Annual Report
on Form 10-K for the fiscal year ended December 29, 1999.
We currently operate 189 family-oriented, full-service restaurants in 20 states,
primarily in the southwestern, midwestern, western, and southeastern United
States. We own and operate 92 Black-eyed Pea restaurants, primarily in Texas,
Arizona, Oklahoma, and the Washington, D.C. area. We also own and operate 97
Denny's restaurants, which represents approximately 5.4% of the Denny's system
and makes us the largest Denny's franchisee in terms of revenue and the number
of restaurants operated.
(2) ACQUISITIONS AND DIVESTITURES
During 1999, we sold or closed three Denny's and 16 Black-eyed Pea restaurants.
All of these restaurants were underperforming and geographically undesirable. We
believe that these sales and closures have improved our restaurant portfolio. We
will continue to evaluate the operating results of all remaining restaurants
after our currently anticipated sales. We will sell or close any of those
restaurants that do not meet our criteria for operating results.
In October 1999, we retained CNL Advisory Services to act as our agent in the
sale of our remaining Denny's restaurants. As of March 29, 2000, we have
received letters of interest for the proposed sale of our remaining Denny's
restaurants. These proposals are subject to usual and customary conditions to
closing, including the buyers' obtaining financing for such transactions. To the
extent that we sell some or all of our remaining Denny's restaurants, we intend
to apply the proceeds to permanently reduce our outstanding indebtedness and pay
customary fees associated with the closing of the transactions.
(3) OTHER MATTERS
On June 30, 1999, we consummated a $20.1 million financing agreement with CNL
APF Partners, LP whereby CNL purchased the remaining outstanding indebtedness
under our existing senior credit facility and advanced an additional $5.4
million to us. As a result of our decision to sell our remaining Denny's
restaurants, we and CNL have agreed to modify the financing agreement. In August
1999, this debt was modified to be interest only through January 31, 2000. As of
January 31, 2000, the entire principal balance was due. As no principal payments
have been made we are currently in default on the note. Negotiations are
currently underway to modify the payment terms of the note so as to bring us in
compliance with the loan. We cannot provide assurance, however, that we and CNL
will agree to an extension or other revisions of the payment terms of the note
that will be acceptable to us.
6
(4) BUSINESS SEGMENTS
We operate family-oriented, full-service restaurants under two separate
concepts, Black-eyed Pea and Denny's. We own the Black-eyed Pea brand and
operate the Denny's restaurants under the terms of franchise agreements. Our
revenue and restaurant operating income for the thirteen-week periods ended
March 29, 2000 and March 31, 1999 are as follows:
REVENUES 1999 2000
-------- ------- -------
Black-eyed Pea $35,612 $31,478
Denny's 25,329 24,993
------- -------
Total revenues $60,941 $56,471
======= =======
RESTAURANT OPERATING INCOME 1999 2000
--------------------------- ------- -------
Black-eyed Pea $ 3,441 $ 3,453
Denny's 1,662 2,869
------- -------
Total restaurant operating income 5,103 6,322
Administrative expenses 2,831 2,974
------- -------
Total operating income $ 2,272 $ 3,348
======= =======
7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
GENERAL
We currently operate 92 Black-eyed Pea restaurants in 8 states, including 81
restaurants in Texas, Oklahoma, and Arizona. Through March 29, 2000, comparable
same-store sales decreased 11.4%, and average weekly sales decreased 3.7% as
compared with the first quarter of fiscal 1999. This decrease is primarily
attributable to the shift from television advertising to local store marketing.
We expect minimal impact to operating income due to this shift in advertising
strategy. Carry-out sales accounted for approximately 12.8% and 11.6% of
restaurant sales for the first quarters of 2000 and 1999, respectively.
As of March 29, 2000, we operated 97 Denny's restaurants in 17 states, including
54 restaurants in Texas, Florida, and Arizona. Through March 29, 2000,
comparable same-store sales increased 1.7%, and average weekly sales increased
1.7% as compared with the first quarter of fiscal 1999. The increase is the
result of the disposal of certain underperforming restaurants and the
improvement in the overall asset base.
COMPARISON OF RESULTS OF OPERATIONS
The following table presents, for the periods indicated, certain items in
the condensed consolidated statements of operations expressed as a percentage of
total restaurant sales.
March 31, March 29,
1999 2000
----- -----
(13 weeks) (13 weeks)
Restaurant sales 100% 100%
----- -----
Restaurant operating expenses:
Food and beverage costs 27.0 27.0
Payroll and payroll related costs 34.2 34.3
Depreciation and amortization 2.8 1.2
Other restaurant operating expenses 27.7 26.3
----- -----
Total operating expenses 91.7 88.8
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Restaurant operating income 8.3 11.2
Administrative expenses 4.6 5.3
----- -----
Operating income 3.7 5.9
Interest expense 4.3 5.1
----- -----
Income (loss) before income taxes (.6) .8
Income tax (benefit) (.3) --
----- -----
Net income (loss) (.3) .8
===== =====
8
THIRTEEN-WEEK PERIOD ENDED MARCH 29, 2000 COMPARED WITH THIRTEEN-WEEK PERIOD
ENDED MARCH 31, 1999
RESTAURANT SALES. Restaurant sales decreased $4.5 million, or 7.3%, to
$56.5 million for the thirteen-week period ended March 29, 2000 as compared with
restaurant sales of $60.9 million for the thirteen-week period ended March 31,
1999. This decrease was primarily attributable to a decline in same-store sales
of $3.7 million for the Black-eyed Pea restaurants due to a reduced emphasis on
television advertising. Our Denny's restaurants increased same-store sales by
1.7% during the first quarter of 2000. Restaurant sales attributable to the
Black-eyed Pea restaurants for the fiscal 2000 and 1999 periods totaled 56% and
58% of total restaurant sales, respectively.
FOOD AND BEVERAGE COSTS. Food and beverage costs remained constant at 27.0%
of restaurant sales for the thirteen-week periods ended March 29, 2000 and March
31, 1999.
PAYROLL AND PAYROLL RELATED COSTS. Payroll and payroll related costs were
34.3% of restaurant sales for the thirteen-week period ended March 29, 2000 as
compared with 34.2% of restaurant sales for the thirteen-week period ended March
31, 1999. This increase was primarily attributable to the lower sales volumes at
the Black-eyed Pea restaurants in 2000.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization of restaurant
equipment, leasehold improvements, intangible assets, and other items was
$676,000 for the thirteen-week period ended March 29, 2000, as compared with
$1.7 million for the thirteen-week period ended March 31, 1999. This decrease is
attributable to the reclassification of assets as being held for sale. In
accordance with SFAS No. 121, we ceased depreciation of the assets associated
with our Denny's restaurants at the end of September 1999 after our decision to
sell all of those restaurants.
OTHER RESTAURANT OPERATING EXPENSES. Other restaurant operating expenses
were 26.3% of restaurant sales for the thirteen-week period ended March 29, 2000
as compared with 27.7% of restaurant sales for the thirteen-week period ended
March 31, 1999. As a result of a change in accounting principles, new store
opening costs of approximately zero and $216,000, were expensed when incurred in
the first quarter of 2000 and 1999, respectively. Excluding these items, other
restaurant operating expenses, expressed as a percentage of revenue, would have
been 26.3% and 27.3% in fiscal 2000 and 1999, respectively. This decrease is
primarily due to the reduction in television advertising.
RESTAURANT OPERATING INCOME. Restaurant operating income increased to $6.3
million, or 11.2% of restaurant sales, for the thirteen-week period ended March
29, 2000, as compared with $5.1 million, or 8.3% of restaurant sales, for the
thirteen-week period ended March 31, 1999. This increase was principally the
result of the reduced level of expenses described above.
ADMINISTRATIVE EXPENSES. Administrative expenses were $3.0 million, or 5.3%
of restaurant sales, for the thirteen-week period ended March 29, 2000, as
compared with $2.8 million, or 4.6% of restaurant sales, for the thirteen-week
period ended March 31, 1999. This increase of $143,000 is primarily attributable
to increased legal and professional fees, offset by the reduction in
administrative costs associated with the restaurants sold and closed.
Administrative expenses expressed as a
9
percentage of restaurant sales, however, increased primarily as a result of
decreased same-store sales at the Black-eyed Pea restaurants.
INTEREST EXPENSE - NET. Interest expense, net, was $2.9 million, or 5.1% of
restaurant sales, for the thirteen-week period ended March 29, 2000 as compared
with $2.6 million, or 4.3% of restaurant sales, for the thirteen-week period
ended March 31, 1999. The change is the result of the increase in outstanding
debt in 1999.
INCOME TAX (BENEFIT). We did not record tax expense (benefit) associated
with the operating income in 2000 due to the uncertainty of the future
utilization of the deferred income tax asset.
NET INCOME (LOSS). We recorded net income of approximately $477,000 for the
thirteen-week period ended March 29, 2000 and a net loss of $199,000 for the
thirteen-week period ended March 31, 1999, as a result of the factors described
above.
LIQUIDITY AND CAPITAL RESOURCES
Our strategy has been to (a) concentrate on developing the Black-eyed Pea
concept and brand identity; (b) focus on restaurants that achieve certain
operational and geographic efficiencies; and (c) sell or close underperforming
restaurants and refinance our indebtedness. During 1999, we sold or closed three
Denny's and 16 Black-eyed Pea restaurants. All of these restaurants were
underperforming and geographically undesirable. We believe that these sales and
closures have improved our restaurant portfolio. In October 1999, we retained
CNL Advisory Services to act as our agent in the sale of our remaining Denny's
restaurants. As of March 29, 2000, we have received letters of interest for the
proposed sale of our remaining Denny's restaurants. These proposals are subject
to usual and customary conditions to closing, including the buyers' obtaining
financing for such transactions. To the extent that we sell some or all of our
remaining Denny's restaurants, we intend to apply the proceeds to permanently
reduce our outstanding indebtedness and pay customary fees associated with the
closing of the transactions. We will continue to evaluate the operating results
of our restaurants remaining after our currently anticipated sales. We will sell
or close any of those restaurants that do not meet our criteria for operating
results.
We, and the restaurant industry generally, operate primarily on a cash basis
with a relatively small amount of receivables. Therefore, like many other
companies in the restaurant industry, we operate with a working capital deficit.
Our working capital deficit was $6.3 million at March 29, 2000 and $4.1 million
at December 29, 1999. The working capital deficit increased $2.2 million
primarily due to the collapse of a note receivable which was currently due,
offset by a long term subordinated note. We anticipate that we will continue to
operate with a working capital deficit.
We historically have satisfied our capital requirements through credit
facilities and sale-leaseback financings. We require capital principally for the
development of new restaurants and maintenance expenditures on existing
restaurants. We estimate that costs to develop and open new Black-eyed Pea
restaurants, excluding real estate and building costs, will be approximately
$350,000 to $450,000 per restaurant. We believe that our financing commitments
will be adequate to meet our needs during the remainder of 2000.
On June 30, 1999, we consummated a $20.1 million financing agreement with CNL
APF Partners, LP whereby CNL purchased the remaining outstanding indebtedness
under our existing senior credit facility and advanced an additional $5.4
million to us. As a result of our decision to sell our remaining Denny's
restaurants, we and CNL have agreed to modify the financing agreement. In August
1999, this debt was
10
modified to be interest only through January 31, 2000. As of January 31, 2000,
the entire principal balance became due. As no principal payments have been made
we are currently in default on the note. Negotiations are currently underway to
modify the payment terms of the note so as to bring us in compliance with the
loan. We cannot provide assurance, however, that we and CNL will agree to an
extension or other revisions of the payment terms of the note that will be
acceptable to us.
At March 29, 2000, we had outstanding $15,449,000 principal amount of Series B
13% Subordinated Notes due 2003. Certain holders of the Series B Notes have not
received interest payments since March 31, 1997. As of March 29, 2000, accrued
and unpaid interest due to these holders totals $7,630,000. In addition, we have
not received waivers from these holders for noncompliance of certain of the debt
covenants under the Series B Notes. The fair value of the Series B Notes at
March 29, 2000 is $16,794,000.
SEASONALITY
Our operating results fluctuate from quarter to quarter as a result of the
seasonal nature of the restaurant industry and other factors. Our restaurant
sales are generally greater in the second and third fiscal quarters (April
through September) than in the first and fourth fiscal quarters (October through
March). Occupancy and other operating costs, which remain relatively constant,
have a disproportionately negative effect on operating results during quarters
with lower restaurant sales. Our working capital requirements also fluctuate
seasonally.
INFLATION
We do not believe that inflation has had a material effect on operating results
in past years. Although increases in labor, food or other operating costs could
adversely affect our operations, we generally have been able to modify our
operating procedures or to increase prices to offset increases in operating
costs.
NEW ACCOUNTING STANDARDS
In June 1998, the FASB issued SFAS No 133, ACCOUNTING FOR DERIVATIVE INSTRUMENTS
AND HEDGING ACTIVITIES. This standard, as amended, is effective for fiscal years
beginning after June 15, 2000. SFAS No. 133 establishes accounting and reporting
standards for derivative instruments, including those imbedded in other
contracts, and for hedging activities. It requires all derivatives to be
recognized as either assets or liabilities in the statement of financial
position and measured at fair value. We have not completed the process of
evaluating the impact that will result from adopting SFAS No. 133. We are
therefore unable to disclose the impact that adopting SFAS No. 133 will have on
our financial position and results of operations when such statement is adopted.
FORWARD LOOKING STATEMENTS
This Report on Form 10-Q contains forward-looking statements, including
statements regarding our business strategies, our business, and the industry in
which we operate. These forward-looking statements
11
are based primarily on the our expectations and are subject to a number of risks
and uncertainties, some of which are beyond our control. Actual results could
differ materially from the forward-looking statements as a result of numerous
factors, including those set forth in Item 1 - "Special Considerations" in our
Annual Report on Form 10-K for the fiscal year ended December 29, 1999.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
At March 29, 2000, we did not participate in any derivative financial
instruments or other financial and commodity instruments for which fair value
disclosure would be required under Statement of Financial Accounting Standards
No. 107. We do not hold investment securities that would require disclosure of
market risk and we do not engage in currency speculation or use derivative
instruments to hedge against known or forecasted market exposures.
12
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Not applicable.
ITEM 2. CHANGES IN SECURITIES
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS.
27.1 Financial Data Schedule.
(b) REPORTS ON FROM 8-K.
Not applicable.
13
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.
PHOENIX RESTAURANT GROUP, INC.
Dated: May 13, 2000 By: /s/ Brian S. McAlpine
------------------------------------
Brian S. McAlpine
Vice President - Finance and Acting
Chief Financial Officer
(Duly authorized officer of the
registrant, principal financial and
accounting officer)
14