SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the quarterly period ended March 29, 1998 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 0-3930 FRIENDLY ICE CREAM CORPORATION (Exact name of registrant as specified in its charter) Massachusetts 5812.00 04-2053130 (State of Incorporation) (Primary Standard Industrial (I.R.S. Employer Classification Code Number) Identification No.) 1855 Boston Road Wilbraham, Massachusetts 01095 (413) 543-2400 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) 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 and 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 --- --- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding at May 7, 1998 ----- -------------------------- Common Stock, $.01 par value 7,444,490 shares PART I - FINANCIAL INFORMATION Item 1. Financial Statements FRIENDLY ICE CREAM CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands) December 28, March 29, 1997 1998 ------------ ------------- (unaudited) ASSETS CURRENT ASSETS: Cash and cash equivalents $ 15,132 $ 14,981 Restricted cash 1,333 1,670 Trade accounts receivable 8,922 7,767 Inventories 15,671 18,687 Deferred income taxes 8,831 8,831 Prepaid expenses and other current assets 6,400 7,867 -------- -------- TOTAL CURRENT ASSETS 56,289 59,803 INVESTMENT IN JOINT VENTURE 2,970 2,654 PROPERTY AND EQUIPMENT, net of accumulated depreciation and amortization 283,944 290,190 INTANGIBLES AND DEFERRED COSTS 25,994 25,496 OTHER ASSETS 2,674 1,282 -------- -------- TOTAL ASSETS $371,871 $379,425 -------- -------- -------- -------- LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) CURRENT LIABILITIES: Current maturities of long-term debt $ 2,875 $ 764 Current maturities of capital lease obligations 1,577 1,602 Accounts payable 23,951 29,799 Accrued salaries and benefits 13,804 15,193 Accrued interest payable 2,607 7,900 Insurance reserves 7,248 7,281 Other accrued expenses 20,018 13,728 -------- -------- TOTAL CURRENT LIABILITIES 72,080 76,267 -------- -------- DEFERRED INCOME TAXES 42,393 39,958 CAPITAL LEASE OBLIGATIONS, less current maturities 11,341 10,941 LONG-TERM DEBT, less current maturities 299,084 309,075 OTHER LONG-TERM LIABILITIES 33,334 33,273 STOCKHOLDERS' EQUITY (DEFICIT): Common stock 74 74 Preferred stock -- -- Additional paid-in capital 137,175 137,400 Accumulated deficit (223,668) (227,641) Cumulative translation adjustment 58 78 -------- -------- TOTAL STOCKHOLDERS' EQUITY (DEFICIT) (86,361) (90,089) -------- -------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $371,871 $379,425 -------- -------- -------- -------- The accompanying notes are an integral part of these condensed consolidated financial statements. 2 FRIENDLY ICE CREAM CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data) For the Three Months Ended ---------------------------------- March 30, March 29, 1997 1998 ---- ---- (unaudited) REVENUES $144,009 $151,674 COSTS AND EXPENSES: Cost of sales 41,526 46,241 Labor and benefits 49,526 50,252 Operating expenses 31,890 33,689 General and administrative expenses 11,386 11,420 Stock compensation expense -- 225 Write-down of property and equipment -- 100 Depreciation and amortization 8,071 7,956 ------- ------- OPERATING INCOME 1,610 1,791 Interest expense 11,076 7,883 Equity in net loss of joint venture -- 316 ------- ------- LOSS BEFORE BENEFIT FROM INCOME TAXES AND CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE (9,466) (6,408) Benefit from income taxes 3,881 2,435 ------- ------- LOSS BEFORE CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE (5,585) (3,973) Cumulative effect of change in accounting principle, net of income tax expense of $1,554 2,236 -- ------- ------- NET LOSS $(3,349) $(3,973) ------- ------- ------- ------- BASIC AND DILUTED NET LOSS PER SHARE: Loss before cumulative effect of change in accounting principle $(2.26) $(0.53) Cumulative effect of change in accounting principle, net of income tax expense .91 -- ------- ------- Net loss $(1.35) $(0.53) ------- ------- ------- ------- The accompanying notes are an integral part of these condensed consolidated financial statements. 3 FRIENDLY ICE CREAM CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) For the Three Months Ended ----------------------------------- March 30, March 29, 1997 1998 ---- ---- (unaudited) CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $(3,349) $(3,973) Adjustments to reconcile net loss to net cash (used in) provided by operating activities: Cumulative effect of change in accounting principle (2,236) -- Stock compensation expense -- 225 Depreciation and amortization 8,071 7,956 Write-down of property and equipment -- 100 Deferred income tax benefit (3,924) (2,435) Loss on asset retirements 175 1,167 Equity in net loss of joint venture -- 316 Changes in operating assets and liabilities - Trade accounts receivable 921 1,155 Inventories (571) (3,016) Other assets (2,428) (420) Accounts payable 1,576 5,848 Accrued expenses and other long-term liabilities (2,257) 364 -------- -------- NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES (4,022) 7,287 -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property and equipment (2,743) (15,066) Proceeds from sales of property and equipment 311 103 Cash acquired from Restaurant Insurance Corporation, net of cash paid 965 -- -------- -------- NET CASH USED IN INVESTING ACTIVITIES (1,467) (14,963) -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from borrowings 15,877 20,258 Repayments of debt (12,726) (12,378) Repayments of capital lease and finance obligations (1,646) (375) -------- -------- NET CASH PROVIDED BY FINANCING ACTIVITIES 1,505 7,505 -------- -------- EFFECT OF EXCHANGE RATE CHANGES ON CASH (16) 20 -------- -------- NET DECREASE IN CASH AND CASH EQUIVALENTS (4,000) (151) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 18,626 15,132 -------- -------- CASH AND CASH EQUIVALENTS, END OF PERIOD $14,626 $14,981 -------- -------- -------- -------- SUPPLEMENTAL DISCLOSURES Interest paid $10,084 $ 2,292 Income taxes paid -- 113 Capital lease obligations incurred 897 -- Issuance of note payable in connection with the acquisition of Restaurant Insurance Corporation 1,000 -- The accompanying notes are an integral part of these condensed consolidated financial statements. 4 FRIENDLY ICE CREAM CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. BASIS OF PRESENTATION Interim Financial Information - The accompanying financial statements as of March 29, 1998 and for the first quarter ended March 30, 1997 and March 29, 1998 are unaudited, but, in the opinion of management, include all adjustments which are necessary for a fair presentation of the financial position and the results of operations and cash flows of the Company. Such adjustments consist solely of normal recurring accruals. Operating results for the quarters ended March 30, 1997 and March 29, 1998 are not necessarily indicative of the results that may be expected for the entire year, in part, due to the seasonality of the business. Historically, higher revenues and profits are experienced during the second and third fiscal quarters. The Company's Consolidated Financial Statements, including the notes thereto, which are contained in the 1997 Annual Report on Form 10-K should be read in conjunction with these Condensed Consolidated Financial Statements. Inventories - Inventories are stated at the lower of first-in, first-out cost or market. Inventories at December 28, 1997 and March 29, 1998 were (in thousands): December 28, March 29, 1997 1998 ---- ---- Raw Materials $2,011 $2,302 Goods in Process 136 293 Finished Goods 13,524 16,092 ------- ------- Total $15,671 $18,687 ------- ------- ------- ------- 2. STOCK COMPENSATION EXPENSE In connection with the Company's recapitalization in November 1997, 312,575 shares of common stock were issued to certain directors and employees under the Company's restricted stock plan. The shares vest at 12.5% per year with accelerated vesting of an additional 12.5% per year if certain performance criteria are met. During the three months ended March 29, 1998, the Company recorded stock compensation expense of $225,000 related to such stock issuances. 3. BASIC AND DILUTED EARNINGS PER SHARE In February 1997, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings Per Share", which established new standards for computing and presenting earnings per share. Additionally, on February 4, 1998, the Securities and Exchange Commission released Staff Accounting Bulletin ("SAB") No. 98 on computations of earnings per share, which changed the guidance on how common stock transactions prior to or in connection with an initial public offering are treated in earnings per share computations. SFAS No. 128 is effective for financial statements issued for periods ending after December 15, 1997 and SAB No. 98 was effective on February 4, 1998. Accordingly, all period earnings per share data presented has been 5 restated and all earnings per share data presented is in accordance with SFAS No. 128 and SAB No. 98. Weighted average common shares outstanding were 2,472,887 and 7,443,365 for the three months ended March 30, 1997 and March 29, 1998, respectively. 4. RESTAURANT PREOPENING COSTS In 1998, the American Institute of Certified Public Accountants ("AICPA") issued Statement of Position ("SOP") 98-5, "Reporting on the Costs of Start-Up Activities". The SOP requires entities to expense as incurred all start-up and preopening costs that are not otherwise capitalizable as long-lived assets and is effective for fiscal years beginning after December 15, 1998 with earlier application encouraged. Consistent with the practice of many restaurant entities, the Company defers its restaurant preopening costs and amortizes them over the twelve month period following the opening of each respective restaurant beginning in the first full month of operation. At December 28, 1997 and March 29, 1998, deferred preopening costs were approximately $363,000 and $323,000, respectively. The Company will implement the new policy as of the beginning of 1999. The implementation will involve the recognition of the cumulative effect of the change in accounting principle required by the new standard as a one-time charge against earnings, net of any related income tax effect, as of the beginning of 1999. 5. COMPREHENSIVE INCOME In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive Income", which establishes standards for reporting and display of comprehensive income (net income (loss) together with other non-owner changes in equity) and its components in a full set of general purpose financial statements. Effective December 28, 1997, the Company adopted SFAS No. 130. The Company's comprehensive income was not materially different than the Company's net loss for all periods presented. The only adjustment to the Company's net loss related to foreign currency translation, net of an income tax (benefit) expense of ($11,000) and $12,000 for the three months ended March 30, 1997 and March 29, 1998, respectively. 6. SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION The Company's Senior Notes are guaranteed by Friendly's Restaurants Franchise, Inc. The following supplemental financial information sets forth, on a condensed consolidating basis, balance sheets, statements of operations and statements of cash flows for Friendly Ice Cream Corporation (the "Parent Company"), Friendly's Restaurants Franchise, Inc. (the "Guarantor Subsidiary") and Friendly's International, Inc. ("FII"), Friendly Holding (UK) Limited, Friendly Ice Cream (UK) Limited and Restaurant Insurance Corporation (collectively, the "Non-guarantor Subsidiaries"). Investments in subsidiaries are accounted for by the Parent Company on the equity method for purposes of the supplemental consolidating presentation. Earnings of the subsidiaries are, therefore, reflected in the Parent Company's investment accounts and earnings. The principal elimination entries eliminate the Parent Company's investments in subsidiaries and intercompany balances and transactions. 6 Supplemental Condensed Consolidating Balance Sheet As of December 28, 1997 (In thousands) Parent Guarantor Non-guarantor Company Subsidiary Subsidiaries Eliminations Consolidated ------------ ------------- ---------------- -------------- -------------- Assets Current assets: Cash and cash equivalents $ 12,239 $ 204 $ 2,757 $ (68) $ 15,132 Restricted cash -- -- 1,333 -- 1,333 Trade accounts receivable 8,054 130 738 -- 8,922 Inventories 15,165 -- 506 -- 15,671 Deferred income taxes 8,831 -- -- -- 8,831 Prepaid expenses and other current assets 7,096 2,326 7,428 (10,450) 6,400 -------- -------- -------- -------- -------- Total current assets 51,385 2,660 12,762 (10,518) 56,289 Deferred income taxes -- 479 352 (831) -- Investment in joint venture -- -- 2,970 -- 2,970 Property and equipment, net 283,749 -- 195 -- 283,944 Intangibles and deferred costs, net 25,994 -- -- -- 25,994 Investments in subsidiaries 3,769 -- -- (3,769) -- Other assets 1,754 -- 8,528 (7,608) 2,674 -------- -------- -------- -------- -------- Total assets $366,651 $3,139 $24,807 $(22,726) $371,871 -------- -------- -------- -------- -------- -------- -------- -------- -------- -------- Liabilities and Stockholders' Equity (Deficit) Current liabilities: Current maturitis of long-term obligations $ 8,852 $ -- $ -- $ (4,400) $ 4,452 Accounts payable 23,951 -- -- -- 23,951 Accrued expenses 36,820 885 12,090 (6,118) 43,677 -------- -------- -------- -------- -------- Total current liabilities 69,623 885 12,090 (10,518) 72,080 Deferred income taxes 43,224 -- -- (831) 42,393 Long-term obligations, less current maturities 318,033 -- -- (7,608) 310,425 Other liabilities 22,132 1,409 9,793 -- 33,334 Stockholders' equity (deficit) (86,361) 845 2,924 (3,769) (86,361) -------- -------- -------- -------- -------- Total liabilities and stockholders' equity (deficit) $366,651 $3,139 $24,807 $(22,726) $371,871 -------- -------- -------- -------- -------- -------- -------- -------- -------- -------- 7 Supplemental Condensed Consolidating Statement of Operations For the Three Months Ended March 30, 1997 (In thousands) Parent Guarantor Non-guarantor Company Subsidiary Subsidiaries Eliminations Consolidated ------------ ------------- ---------------- -------------- -------------- Revenues $143,911 $ -- $ 98 $ -- $144,009 Costs and expenses: Cost of sales 41,434 -- 92 -- 41,526 Labor and benefits 49,526 -- -- -- 49,526 Operating expenses 31,882 101 (93) -- 31,890 General and administrative expenses 11,133 9 244 -- 11,386 Depreciation and amortization 8,071 -- -- -- 8,071 Interest expense 11,079 -- (3) -- 11,076 -------- -------- -------- -------- -------- Loss before benefit from income taxes, cumulative effect of change in accounting principle and equity in net loss of consolidated subsidiaries (9,214) (110) (142) -- (9,466) Benefit from income taxes 3,778 45 58 -- 3,881 -------- -------- -------- -------- -------- Loss before cumulative effect of change in accounting principle and equity in net loss of consolidated subsidiaries (5,436) (65) (84) -- (5,585) Cumulative effect of change in accounting principle 2,236 -- -- -- 2,236 -------- -------- -------- -------- -------- Loss before equity in net loss of consolidated subsidiaries (3,200) (65) (84) -- (3,349) Equity in net loss of consolidated subsidiaries (149) -- -- 149 -- -------- -------- -------- -------- -------- Net loss $ (3,349) $ (65) $ (84) $149 $ (3,349) -------- -------- -------- -------- -------- -------- -------- -------- -------- -------- 8 Supplemental Condensed Consolidating Statement of Cash Flows For the Three Months Ended March 30, 1997 (In thousands) Parent Guarantor Non-guarantor Company Subsidiary Subsidiaries Eliminations Consolidated ------------ ------------- ---------------- -------------- -------------- Net cash used in operating activities $(3,380) $(177) $ (465) $ -- $(4,022) -------- -------- -------- -------- -------- Cash flows from investing activities: Purchases of property and equipment (2,724) -- (19) -- (2,743) Proceeds from sales of property and equipment 311 -- -- -- 311 Cash (paid) received in acquisition of Restaurant Insurance Corporation (1,300) -- 2,265 -- 965 Investments in consolidated subsidiaries (109) -- -- 109 -- -------- -------- -------- -------- -------- Net cash (used in) provided by investing activities (3,822) -- 2,246 109 (1,467) -------- -------- -------- -------- -------- Cash flows from financing activities: Contribution of capital -- 109 -- (109) -- Proceeds from borrowings (advances to parent) 17,177 -- (1,300) -- 15,877 Repayments of obligations (14,372) -- -- -- (14,372) -------- -------- -------- -------- -------- Net cash provided by (used in) financing activities 2,805 109 (1,300) (109) 1,505 -------- -------- -------- -------- -------- Effect of exchange rate changes on cash -- -- (16) -- (16) -------- -------- -------- -------- -------- Net (decrease) increase in cash and cash equivalents (4,397) (68) 465 -- (4,000) Cash and cash equivalents, beginning of period 17,754 268 604 -- 18,626 -------- -------- -------- -------- -------- Cash and cash equivalents, end of period $13,357 $200 $1,069 $ -- $14,626 -------- -------- -------- -------- -------- -------- -------- -------- -------- -------- Supplemental disclosures: Interest paid $10,084 $ -- $ -- $ -- $10,084 Capital lease obligations incurred 897 -- -- -- 897 Issuance of note payable in connection with the acquisition of Restaurant Insurance Corporation 1,000 -- -- -- 1,000 9 Supplemental Condensed Consolidating Balance Sheet As of March 29, 1998 (In thousands) Parent Guarantor Non-guarantor Company Subsidiary Subsidiaries Eliminations Consolidated ------------ ------------- ---------------- -------------- -------------- Assets Current assets: Cash and cash equivalents $ 12,067 $ 446 $ 2,468 $ -- $ 14,981 Restricted cash -- -- 1,670 -- 1,670 Trade accounts receivable 6,905 126 736 -- 7,767 Inventories 18,180 -- 507 -- 18,687 Deferred income taxes 8,831 -- -- -- 8,831 Prepaid expenses and other current assets 11,544 2,066 6,324 (12,067) 7,867 -------- -------- -------- -------- -------- Total current assets 57,527 2,638 11,705 (12,067) 59,803 Deferred income taxes -- 478 504 (982) -- Investment in joint venture -- -- 2,654 -- 2,654 Property and equipment, net 290,005 -- 185 -- 290,190 Intangibles and deferred costs, net 25,496 -- -- -- 25,496 Investments in subsidiaries 3,687 -- -- (3,687) -- Other assets 363 -- 8,528 (7,609) 1,282 -------- -------- -------- -------- -------- Total assets $377,078 $3,116 $23,576 $(24,345) $379,425 -------- -------- -------- -------- -------- -------- -------- -------- -------- -------- Liabilities and Stockholders' Equity (Deficit) Current liabilities: Current maturities of long-term obligations $ 6,766 $ -- $ -- $ (4,400) $ 2,366 Accounts payable 29,799 -- -- -- 29,799 Accrued expenses 40,159 871 10,739 (7,667) 44,102 -------- -------- -------- -------- -------- Total current liabilities 76,724 871 10,739 (12,067) 76,267 Deferred income taxes 40,841 -- 99 (982) 39,958 Long-term obligations, less current maturities 327,625 -- -- (7,609) 320,016 Other liabilities 21,977 1,397 9,899 -- 33,273 Stockholders' equity (deficit) (90,089) 848 2,839 (3,687) (90,089) -------- -------- -------- -------- -------- Total liabilities and stockholders' equity (deficit) $377,078 $3,116 $23,576 $(24,345) $379,425 -------- -------- -------- -------- -------- -------- -------- -------- -------- -------- 10 Supplemental Condensed Consolidating Statement of Operations For the Three Months Ended March 29, 1998 (In thousands) Parent Guarantor Non-guarantor Company Subsidiary Subsidiaries Eliminations Consolidated ------------ ------------- ---------------- -------------- -------------- Revenues $151,172 $303 $ 199 $ -- $151,674 Costs and expenses: Cost of sales 46,065 -- 176 -- 46,241 Labor and benefits 50,252 -- -- -- 50,252 Operating expenses and write-down of property and equipment 33,798 -- (9) -- 33,789 General and administrative expenses 11,022 300 98 -- 11,420 Stock compensation expense 225 -- -- -- 225 Depreciation and amortization 7,946 -- 10 -- 7,956 Interest expense 8,118 -- (235) -- 7,883 Equity in net loss of joint venture -- -- 316 -- 316 -------- -------- -------- -------- -------- (Loss) income before benefit from (provision for) income taxes and equity in net loss of consolidated subsidiaries (6,254) 3 (157) -- (6,408) Benefit from (provision for) income taxes 2,383 (1) 53 -- 2,435 -------- -------- -------- -------- -------- (Loss) income before equity in net loss of consolidated subsidiaries (3,871) 2 (104) -- (3,973) Equity in net loss of consolidated subsidiaries (102) -- -- 102 -- -------- -------- -------- -------- -------- Net (loss) income $ (3,973) $ 2 $(104) $102 $ (3,973) -------- -------- -------- -------- -------- -------- -------- -------- -------- -------- 11 Supplemental Condensed Consolidating Statement of Cash Flows For the Three Months Ended March 29, 1998 (In thousands) Parent Guarantor Non-guarantor Company Subsidiary Subsidiaries Eliminations Consolidated ------------ ------------- ---------------- -------------- -------------- Net cash provided by operating activities $ 6,886 $242 $ 91 $ 68 $ 7,287 -------- -------- -------- -------- -------- Cash flows from investing activities: Purchases of property and equipment (15,066) -- -- -- (15,066) Proceeds from sales of property and equipment 103 -- -- -- 103 -------- -------- -------- -------- -------- Net cash used in investing activities (14,963) -- -- -- (14,963) -------- -------- -------- -------- -------- Cash flows from financing activities: Dividend received (paid) 400 -- (400) -- -- Proceeds from borrowings 20,258 -- -- -- 20,258 Repayments of obligations (12,753) -- -- -- (12,753) -------- -------- -------- -------- -------- Net cash provided by (used in) financing activities 7,905 -- (400) -- 7,505 -------- -------- -------- -------- -------- Effect of exchange rate changes on cash -- -- 20 -- 20 -------- -------- -------- -------- -------- Net (decrease) increase in cash and cash equivalents (172) 242 (289) 68 (151) Cash and cash equivalents, beginning of period 12,239 204 2,757 (68) 15,132 -------- -------- -------- -------- -------- Cash and cash equivalents, end of period $12,067 $446 $2,468 $ -- $14,981 -------- -------- -------- -------- -------- -------- -------- -------- -------- -------- Supplemental disclosures: Interest paid $ 2,292 $ -- $ -- $ -- $ 2,292 Income taxes paid 94 19 -- -- 113 12 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion should be read in conjunction with the Condensed Consolidated Financial Statements of the Company and the notes thereto included elsewhere herein. Safe Harbor Statement Statements contained herein that are not historical facts constitute "forward looking statements" as that term is defined in the Private Securities Litigation Reform Act of 1995. All forward looking statements are subject to risks and uncertainties which could cause results to differ materially from those anticipated. These factors include the Company's highly competitive business environment, weather impact on the Company's businesses, exposure to commodity prices, risks associated with the food service industry, the ability to retain and attract new employees, government regulations, the Company's high geographic concentration in the Northeast and conditions needed to meet re-imaging and new opening targets. Other factors that may cause actual results to differ from the forward looking statements contained herein and that may affect the Company's prospects in general are included in the Company's other filings with the Securities and Exchange Commission. Overview Friendly's owns and operates 658 restaurants, franchises 34 restaurants and distributes a full line of frozen dessert products. These products are distributed to Friendly's restaurants and through more than 5,000 supermarkets and other retail locations in 15 states. The restaurants offer a wide variety of reasonably priced breakfast, lunch and dinner menu items as well as the frozen dessert products. 13 Results of Operations The operating results of the Company expressed as a percentage of total revenues are set forth below: For the Three Months Ended ------------------------------ March 30, March 29, 1997 1998 ---- ---- (unaudited) Revenues: Restaurant 93.1% 89.2% Retail, institutional and other 6.9 8.8 Franchise -- 2.0 ------ ------ Total revenues 100.0 100.0 ------ ------ Costs and expenses: Cost of sales 28.8 30.5 Labor and benefits 34.4 33.1 Operating expenses 22.2 22.2 General and administrative expenses 7.9 7.5 Stock compensation expense -- 0.1 Non-cash write-downs -- 0.1 Depreciation and amortization 5.6 5.3 ------ ------ Operating income 1.1 1.2 Interest expense, net 7.7 5.2 Equity in net loss of joint venture -- 0.2 ------ ------ Loss before benefit from income taxes and cumulative effect of change in accounting principle (6.6) (4.2) Benefit from income taxes 2.7 1.7 Cumulative effect of change in accounting principle, net of income tax expense 1.6 -- ------ ------ Net loss (2.3)% (2.5)% ------ ------ ------ ------ 14 First Quarter 1998 Compared to First Quarter 1997 Revenues - Total revenues increased $7.7 million, or 5.3%, to $151.7 million for the first quarter ended March 29, 1998 from $144.0 million for the same quarter in 1997. Restaurant revenues increased $1.2 million, or 0.9%, to $135.2 million in 1998 from $134.0 million in 1997. Comparable restaurant revenues increased 6.9%. The increase in restaurant revenues was due to the benefits associated with the reimaging of 113 restaurants, the opening of five new restaurants, the chainwide roll-out of a new Kid's menu and a mild winter in the Company's operating areas. These increases were partially offset by the closing of 17 under-performing restaurants and the July 1997 sale of 34 restaurants to DavCo Restaurants, Inc. ("DavCo") a franchisor of more than 230 Wendy's restaurants ("DavCo") in connection with the commencement of the Company's franchising program, which sale resulted in a $6.9 million reduction in restaurant revenues in the first quarter of 1998. Retail, institutional and other revenues increased by $3.5 million, or 35.0%, to $13.5 million for the first quarter of 1998 from $10.0 million for the same quarter in 1997. The increase was primarily due to a more effective sales promotion program. Franchise revenue was $3.0 million for the first quarter of 1998. There were no franchise revenues for the first quarter 1997. The increase is a result of the consummation of a long-term agreement on July 14, 1997 granting DavCo exclusive rights to operate, manage and develop Friendly's full-service restaurants in the franchising region of Maryland, Delaware, the District of Columbia and northern Virginia (the "DavCo Agreement"). Cost of sales - Cost of sales increased $4.7 million, or 11.3%, to $46.2 million for the first quarter ended March 29, 1998 from $41.5 million for the same quarter in 1997. Cost of sales as a percentage of total revenues increased to 30.5% for the first quarter of 1998 from 28.8% for the same quarter in 1997. The higher food cost as a percentage of total revenue was primarily due to the increases in non-restaurant sales which carry a higher food cost than restaurant sales. This shift increased the cost of sales as a percentage of total revenue by 1.2%. The remaining 0.5% relates largely to additional restaurant promotional activity in the 1998 period. Labor and benefits - Labor and benefits increased $0.8 million, or 1.6%, to $50.3 million for the first quarter ended March 29, 1998 from $49.5 million for the same quarter in 1997. Labor and benefits as a percentage of total revenues decreased to 33.1% for the first quarter in 1998 from 34.4% for the same quarter in 1997. The decrease was due to an increase in retail, institutional and other revenues as a percent of total revenues as these revenues have no associated labor and benefits cost and lower workers' compensation insurance and pension costs. Operating expenses - Operating expenses increased $1.8 million, or 5.6%, to $33.7 million for the first quarter ended March 29, 1998 from $31.9 million for the same quarter in 1997. This increase was primarily due to higher retail selling expenses resulting in higher retail sales as discussed above. Operating expenses as a percentage of total revenues was 22.2% for both the first quarter in 1998 and 1997. General and administrative expenses - General and administrative expenses were $11.4 million for each of the first quarters in 1998 and 1997. General and administrative expenses as a percentage of total revenues decreased to 7.5% in the first quarter of 1998 from 7.9% in 1997. EBITDA - As a result of the above, EBITDA (earnings before interest, taxes, depreciation and amortization, stock compensation and other non-cash items) increased $0.4 million, or 4.1%, to $10.1 million for the first quarter ended 15 March 29, 1998 from $9.7 million for the same quarter in 1997. EBITDA as a percentage of total revenues was 6.7% for both the first quarter in 1998 and 1997. Stock compensation expense - Stock compensation expense represents stock compensation arising out of the vesting of certain shares of restricted stock previously issued to management. Stock compensation expense was $.2 million for the first quarter ended March 29, 1998. There was no stock compensation expense in the first quarter of 1997. Non-cash write-downs - Non-cash write-downs were $0.1 million for the first quarter ended March 29, 1998. There were no non-cash write-downs in the first quarter of 1997. Depreciation and amortization - Depreciation and amortization decreased $0.1 million, or 1.2%, to $8.0 million for the first quarter ended March 29, 1998 from $8.1 million for the same quarter in 1997. Depreciation and amortization as a percentage of total revenues decreased to 5.3% for the first quarter in 1998 from 5.6% in 1997. The decrease was due to the closing of 20 restaurants since the end of the first quarter ended March 30, 1997. Interest expense, net - Interest expense, net of capitalized interest and interest income, decreased by $3.2 million, or 28.8%, to $7.9 million for the first quarter ended March 29, 1998 from $11.1 million for the same quarter in 1997. The decrease in interest expense was due to the reduction of debt, including capital lease obligations, and interest rates associated with the Company's recapitalization in November 1997. Equity in net loss of joint venture - The equity in net loss of the China joint venture of $0.3 million in 1998 reflected the Company's 50% share of the China joint venture's net loss for such period. Sales for the joint venture were minimal during the 1998 period. Benefit from income taxes - The benefit from income taxes was $2.4 million, or 38%, in 1998 compared to a benefit of $3.9 million, or 41%, in 1997. The reduction in the effective tax rate is primarily the result of general business tax credits. Cumulative effect of change in accounting principle, net - In 1997, the Company revised the method used in determining the return-on-asset component of annual pension expense. The cumulative effect of this change was $2.2 million, net of income tax expense of $1.6 million. Net loss - Net loss was $4.0 million for the first quarter ended March 29, 1998 compared to a net loss of $3.3 million in 1997 for the reasons discussed above. Liquidity and Capital Resources The Company's primary sources of liquidity and capital resources are cash generated from operations and borrowings under its revolving credit facility. Net cash provided by operating activities was $7.3 million in the first quarter ended March 29, 1998 compared to net cash used in operating activities of $4.0 million in the same quarter of 1997. During the three months ended March 29, 1998, inventories increased by approximately $3 million in preparation for restaurant promotional campaigns and anticipated increases in retail sales. Available borrowings under the revolving credit facility were $36 million as of March 29, 1998. 16 Additional sources of liquidity consist of capital and operating leases for financing leased restaurant locations (in malls and shopping centers and land or building leases), restaurant equipment, manufacturing equipment, distribution vehicles and computer equipment. Additionally, sales of under-performing existing restaurant properties and other assets (to the extent the Company's and its subsidiaries' debt instruments, if any, permit) are sources of cash. The amounts of debt financing that the Company will be able to incur under capital leases and for property and casualty insurance financing and the amount of asset sales by the Company are limited by the terms of its credit facility and Senior Notes. Net cash used in investing activities was $15.0 million in the first quarter ended March 29, 1998 and $1.5 million in the same quarter of 1997. Capital expenditures for restaurant operations, including capitalized leases, were approximately $15.1 million in the first quarter of 1998 and $3.6 million in the same quarter of 1997. Proceeds from the sale of property and equipment were $0.1 million and $0.3 million in 1998 and 1997, respectively. Net cash provided by financing activities was $7.5 million in the first quarter ended March 29, 1998 and $1.5 million in the same quarter of 1997. The Company had a working capital deficit of $16.5 million as of March 29, 1998. The Company is able to operate with a substantial working capital deficit because (i) restaurant operations are conducted primarily on a cash (and cash equivalent) basis with a low level of accounts receivable, (ii) rapid turnover allows a limited investment in inventories and (iii) cash from sales is usually received before related expenses for food, supplies and payroll are paid. The Company's credit facility imposes significant operating and financial restrictions on the Company's ability to, among other things, incur indebtedness, create liens, sell assets, engage in mergers or consolidations, pay dividends and engage in certain transactions with affiliates. The credit facility limits the amount which the Company may spend on capital expenditures and requires the Company to comply with certain financial covenants. The Company anticipates requiring capital in the future principally to maintain existing restaurant and plant facilities, to continue to renovate and re-image existing restaurants, to convert restaurants and to construct new restaurants. Capital expenditures for 1998 are anticipated to be $49.8 million in the aggregate, of which $41.2 million will be spent on restaurant operations. The Company's actual 1998 capital expenditures may vary from the estimated amounts set forth herein. The Company has developed a plan to ensure its systems are compliant with the requirements to process transactions in the year 2000. The majority of the Company's internal information systems are in the process of being replaced with fully-compliant new systems. The total cost of the software and implementation is estimated to be $2 - $3 million which will be capitalized as incurred. The new system implementation is expected to be completed by December 1999. The costs of the Year 2000 project and the date on which the Company plans to complete Year 2000 modifications are based on management's best estimates, which were derived utilizing numerous assumptions of future events including the continued availability of certain resources, third party modification plans and other factors. However, there can be no guarantee that these estimates will be achieved and actual results could differ materially from those plans. The Company believes that the combination of the funds anticipated to be generated from operating activities and borrowing availability under the revolving credit facility will be sufficient to meet the Company's anticipated operating and capital requirements for the foreseeable future. 17 Seasonality Due to the seasonality of frozen dessert consumption, and the effect from time to time of weather on patronage in its restaurants, the Company's revenues and EBITDA are typically higher in its second and third quarters. Geographic Concentration Approximately 85% of the Company-owned restaurants are located, and substantially all of its retail sales are generated, in the Northeast. As a result, a severe or prolonged economic recession or changes in demographic mix, employment levels, population density, weather, real estate market conditions or other factors specific to this geographic region may adversely affect the Company more than certain of its competitors which are more geographically diverse. PART II - OTHER INFORMATION Item 1. Legal Proceedings From time to time the Company is named as a defendant in legal actions arising in the ordinary course of its business. The Company is not party to any pending legal proceedings other than routine litigation incidental to its business. The Company does not believe that the resolutions of these claims should have a material adverse effect on the Company's financial condition or results of operations. Item 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits 27.1 Financial Data Schedule (b) No report on Form 8-k was filed during the quarter ended March 29, 1998. 18 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. FRIENDLY ICE CREAM CORPORATION May 5, 1998 By: /s/ George G. Roller -------------------------------------- Name: George G. Roller Title: Vice President, Finance, Chief Financial Officer and Treasurer