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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(b)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 28, 1998
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(b) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Transition period from to
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Commission file number 333-04261
AmeriKing, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction
of incorporation or organization)
2215 Enterprise Drive, Suite 1502
Westchester, Illinois
(Address of principal executive offices)
36-3970707
(I.R.S. employer
identification no.)
60154
(Zip code)
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(b) 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 September 28, 1998 was 902,992 of common stock, $.01 par
value per Share (the "Common Stock").
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TABLE OF CONTENTS
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PART I
Item 1. Financial Statements..................................... 2
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations...................... 9
PART II
Item 6. Exhibits, and Reports on Form 8-K........................ 14
</TABLE>
<PAGE>
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; 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.
Recent Developments
Subsequent to the end of the third quarter the Company entered into a
separate contract to purchase a total of nine restaurants in existing markets
from franchisees for approximately $8.8 million. The closing of this purchase
occurred on September 30, 1998, and was funded with $1.8 million cash on hand
and $7.0 million with the line of credit.
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Item 1. Financial Statements and Supplementary Data
Index To The Consolidated Financial Statements Of AmeriKing, Inc. And Subsidiary
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Consolidated Balance Sheets as of September 28, 1998 and December 29, 1997....................................... 3
Consolidated Statements of Operations for the quarters ended September 28, 1998 and September 29, 1997........... 4
Consolidated Statements of Operations for the three quarters ended September 28, 1998 and September 29, 1997..... 5
Consolidated Statements of Stockholders' Equity (Deficit) for the three quarters ended September 28, 1998 and
the fiscal year ended December 29, 1997 and December 30, 1996.................................................. 6
Consolidated Statements of Cash Flows for the three quarters ended September 28, 1998 and September 29, 1997..... 7
Notes to Consolidated Financial Statements....................................................................... 8
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AMERIKING, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
September 28, 1998 and December 29, 1997
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<CAPTION>
September 28, December 29,
1998 1997
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ASSETS
CURRENT ASSETS:
Cash and cash equivalents............................ $ 12,474,000 $ 7,532,000
Accounts receivable.................................. 873,000 1,723,000
Inventories.......................................... 2,147,000 2,470,000
Prepaid expenses..................................... 455,000 1,592,000
Current portion of deferred income taxes............. 30,000 30,000
------------ ------------
Total current assets............................ 15,979,000 13,347,000
PROPERTY AND EQUIPMENT.................................... 53,778,000 52,924,000
GOODWILL.................................................. 130,852,000 131,135,000
DEFERRED INCOME TAXES..................................... 3,434,000 3,434,000
OTHER ASSETS:
Deferred financing costs............................. 7,060,000 6,680,000
Deferred organization costs.......................... 28,000 95,000
Franchise agreements................................. 5,473,000 5,472,000
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Total other assets.............................. 12,561,000 12,247,000
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TOTAL..................................................... $216,604,000 $213,087,000
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LIABILITIES, SENIOR PREFERRED STOCK
AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable and other accrued expenses.......... $ 13,946,000 $ 12,738,000
Accrued payroll...................................... 4,447,000 4,348,000
Accrued sales tax payable............................ 1,306,000 1,306,000
Accrued interest payable............................. 4,368,000 1,649,000
Current portion of long-term debt.................... 621,000 577,000
Current portion of capital leases.................... - 74,000
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Total current liabilities....................... 24,688,000 20,692,000
LONG-TERM DEBT--Less current portion...................... 160,827,000 162,798,000
OTHER LONG-TERM LIABILITIES............................... 843,000 1,023,000
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Total liabilities............................... 186,358,000 184,513,000
COMMITMENTS AND CONTINGENCIES............................. - -
SENIOR PREFERRED STOCK.................................... 37,866,000 34,415,000
STOCKHOLDERS' EQUITY (DEFICIT):
Preferred stock...................................... 75 75
Common stock......................................... 9,030 9,030
Additional paid-in capital........................... - 3,037,895
Retained earnings (deficit).......................... (7,629,105) (8,888,000)
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Total stockholders' equity (deficit)............ (7,620,000) (5,841,000)
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TOTAL..................................................... $216,604,000 $213,087,000
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</TABLE>
See notes to consolidated financial statements.
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AMERIKING, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Quarters Ended September 28, 1998 and September 29, 1997
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June 29, June 30,
1998 to 1997 to
September 28, % of September 29, % of
1998 Sales 1997 Sales
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SALES:
Restaurant food sales....................... $ 75,262,000 97.1% $ 58,314,000 96.9%
Non-food sales.............................. 2,214,000 2.9 1,865,000 3.1
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Total sales............................. 77,476,000 100.0 60,179,000 100.0
RESTAURANT OPERATING EXPENSES:
Cost of food sales.......................... 22,256,000 28.7 18,263,000 30.3
Cost of non-food sales...................... 1,713,000 2.2 1,320,000 2.2
Restaurant labor and related costs.......... 19,875,000 25.7 15,603,000 25.9
Occupancy................................... 7,885,000 10.2 6,177,000 10.3
Depreciation and amortization of goodwill
and franchise agreements................... 2,889,000 3.7 2,428,000 4.0
Advertising................................. 3,951,000 5.1 3,200,000 5.3
Royalties................................... 2,634,000 3.4 2,046,000 3.4
Other restaurant operating expenses......... 5,940,000 7.7 5,621,000 9.3
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Total restaurant operating expenses..... 67,143,000 86.7 54,658,000 90.8
GENERAL AND ADMINISTRATIVE EXPENSES........... 3,267,000 4.2 2,385,000 4.0
OTHER OPERATING EXPENSES:
Depreciation expense--office................ 223,000 0.3 138,000 0.2
Provision for disposal of long lived assets. 1,178,000 1.5 - -
Loss on disposal of equipment............... 309,000 0.4 495,000 0.8
Management and directors' fees.............. 163,000 0.2 163,000 0.3
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Total other operating expenses.......... 1,873,000 2.4 796,000 1.3
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OPERATING INCOME.............................. 5,193,000 6.7 2,340,000 3.9
OTHER INCOME (EXPENSE):
Interest expense............................ (4,085,000) (5.3) (3,294,000) (5.5)
Amortization of deferred costs.............. (283,000) (0.4) (147,000) (0.2)
Other income (expense)--net................. (78,000) (0.1) (210,000) (0.3)
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Total other expense..................... (4,446,000) (5.7) (3,651,000) (6.1)
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INCOME BEFORE PROVISION FOR INCOME TAXES...... 747,000 1.0 (1,311,000) (2.2)
INCOME TAX EXPENSE (BENEFIT).................. 224,000 0.3 (525,000) (0.9)
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NET INCOME (LOSS)............................. $ 523,000 0.7 $ (786,000) (1.3)
============= ===== ============= =====
PREFERRED STOCK DIVIDENDS (cumulative,
undeclared).................................. $ (113,000) $ (113,000)
SENIOR PREFERRED STOCK DIVIDENDS.............. (1,193,000) (1,110,000)
AMORTIZATION OF SENIOR PREFERRED STOCK
ISSUANCE COSTS............................... (30,000) (30,000)
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(LOSS) AVAILABLE TO COMMON
STOCKHOLDERS................................. (813,000) (2,039,000)
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WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING--BASIC AND DILUTED............... 902,992 902,992
============= =============
NET (LOSS) PER COMMON SHARE--BASIC AND
DILUTED...................................... $ (0.90) $ (2.26)
============= =============
</TABLE>
See notes to consolidated financial statements.
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AMERIKING, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Quarters Ended September 28, 1998 and September 29, 1997
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December 30, December 31,
1997 to 1996 to
September 28 % of September 29 % of
1998 Sale 1997 Sales
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SALES:
Restaurant food sales.......................... $220,843,000 97.1% $158,948,000 96.9%
Non-food sales................................. 6,529,000 2.9 5,019,000 3.1
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Total sales............................... 227,372,000 100.0 163,967,000 100.0
RESTAURANT OPERATING EXPENSES:
Cost of food sales............................. 65,705,000 28.9 48,834,000 29.8
Cost of non-food sales......................... 5,356,000 2.4 4,290,000 2.6
Restaurant labor and related costs............. 58,467,000 25.7 41,921,000 25.6
Occupancy...................................... 23,280,000 10.2 17,316,000 10.6
Depreciation and amortization of goodwill and
franchise agreements...................... 8,521,000 3.7 6,505,000 4.0
Advertising.................................... 11,667,000 5.1 8,599,000 5.2
Royalties...................................... 7,729,000 3.4 5,571,000 3.4
Other restaurant operating expenses............ 18,692,000 8.2 14,713,000 9.0
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Total restaurant operating expenses....... 199,417,000 87.7 147,749,000 90.1
GENERAL AND ADMINISTRATIVE EXPENSES................. 9,570,000 4.2 6,533,000 4.0
OTHER OPERATING EXPENSES:
Depreciation expense-office.................... 603,000 0.3 415,000 0.3
Gain on sale of restaurants.................... -- -- (1,866,000) (1.1)
Provision for disposal of long lived assets.... 1,178,000 0.5 650,000 0.4
Loss on disposal of equipment.................. 463,000 0.2 566,000 0.3
Management and directors' fees................. 513,000 0.2 478,000 0.3
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Total other operating expenses............ 2,757,000 1.2 243,000 0.1
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OPERATING INCOME.................................... 15,628,000 6.9 9,442,000 5.8
OTHER INCOME (EXPENSE):
Interest expense............................... (12,116,000) (5.3) (9,223,000) (5.6)
Amortization of deferred costs................. (688,000) (0.3) (451,000) (0.3)
Other income (expense)--net.................... (301,000) (0.1) (380,000) (0.2)
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Total other expense....................... (13,105,000) (5.8) (10,054,000) (6.1)
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INCOME BEFORE PROVISION FOR INCOME TAXES........... 2,523,000 1.1 (612,000) (0.4)
INCOME TAX EXPENSE (BENEFIT)........................ 757,000 0.3 (245,000) (0.1)
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NET INCOME (LOSS)................................... $ 1,766,000 0.8 $ (367,000) (0.2)
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PREFERRED STOCK DIVIDENDS (cumulative, undeclared).. $ (338,000) $ (338,000)
SENIOR PREFERRED STOCK DIVIDENDS.................... (3,455,000) (3,112,000)
AMORTIZATION OF SENIOR PREFERRED STOCK
ISSUANCE COSTS................................. (90,000) (90,000)
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(LOSS) AVAILABLE TO COMMON STOCKHOLDERS............. (2,117,000) (3,907,000)
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WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING--BASIC AND DILUTED................. 902,992 899,220
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NET (LOSS) PER COMMON SHARE--BASIC AND
DILUTED........................................ $ (2.34) $ (4.26)
============ ============
</TABLE>
See notes to consolidated financial statements.
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AMERIKING, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
For the Three Quarters Ended September 28, 1998 and the Fiscal Years Ended
December 29, 1997 and December 30, 1996
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Additional Retained
Preferred Common Paid-In Earnings
Stock Stock Capital (deficit) Total
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BALANCE--January 1, 1996.......................... $ 75 $ 10 $ 7,599,915 $ 1,143,000 $ 8,743,000
Dividends on senior preferred stock............. (303,000) (303,000)
Amortization of senior preferred stock
issuance costs................................ (10,000) (10,000)
Recapitalization of common stock................ 8,923 (8,923) -
Net loss........................................ (7,997,000) (7,997,000)
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BALANCE--December 30, 1996........................ 75 8,933 7,277,992 (6,854,000) 433,000
Dividends on senior preferred stock............. (4,112,000) (4,112,000)
Amortization of senior preferred stock
issuance costs................................ (129,000) (129,000)
Exercise of stock options....................... 97 903 1,000
Net loss........................................ (2,034,000) (2,034,000)
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BALANCE--December 29, 1997........................ 75 9,030 3,037,895 (8,888,000) (5,841,000)
Dividends on senior preferred stock............. (2,947,895) (507,105) (3,455,000)
Amortization of senior preferred stock -
issuance costs................................ (90,000) (90,000)
Net income...................................... 1,766,000 1,766,000
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BALANCE--September 28, 1998....................... $ 75 $9,030 $ - $(7,629,105) $(7,620,000)
========= ====== =========== =========== ===========
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See notes to consolidated financial statements.
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AMERIKING, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Three Quarters Ended September 28, 1998 and September 29, 1997
December 30, 1997 December 31, 1996
to September 28, 1998 to September 29, 1997
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)................................................ $ 1,766,000 $ (367,000)
Adjustments to reconcile net loss to net cash flows
from operating activities:
Depreciation and amortization.................................... 9,812,000 7,371,000
Loss on disposal of equipment.................................... 469,000 566,000
Provision for disposition of equipment........................... 1,178,000 650,000
Gain on sale of restaurants...................................... -- (1,866,000)
Changes in:
Accounts receivable............................................ 850,000 (548,000)
Inventories.................................................... 323,000 (195,000)
Prepaid expenses............................................... 1,137,000 (425,000)
Accounts payable, accrued expenses and other long-term
liabilities.................................................. 3,842,000 8,552,000
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Net cash flows from operating activities...................... 19,377,000 13,738,000
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of restaurant franchise agreements, equipment
and goodwill................................................... (5,952,000) (55,161,000)
Cash paid for franchise agreements............................... (240,000) (286,000)
Cash paid for property and equipment............................. (6,115,000) (10,369,000)
Proceeds from sale of restaurants................................ -- 8,158,000
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Net cash flows from investing activities...................... (12,307,000) (57,658,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of common stock options................... -- 1,000
Cash paid for financing costs.................................... (127,000) (816,000)
Advances under line of credit.................................... 1,500,000 49,108,000
Payment on line of credit........................................ (3,000,000)
Payments on long-term debt....................................... (427,000) (2,388,000)
Payments on capital leases....................................... (74,000) (73,000)
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Net cash flows from financing activities........................ (2,128,000) 45,832,000
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NET CHANGE IN CASH AND CASH EQUIVALENTS............................ 4,942,000 1,912,000
CASH AND CASH EQUIVALENTS--Beginning of period..................... 7,532,000 5,259,000
----------- ------------
CASH AND CASH EQUIVALENTS--End of period........................... $12,474,000 $ 7,171,000
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for interest........................................... $ 9,397,000 $ 6,200,000
Cash paid for income taxes....................................... $ 81,000 $ 0
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND
FINANCING ACTIVITIES:
Senior preferred stock dividends................................. $ 3,455,000 $ 3,112,000
Amortization of senior preferred stock issuance costs............ 90,000 90,000
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TOTAL......................................................... $ 3,545,000 $ 3,202,000
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</TABLE>
See notes to consolidated financial statements.
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AMERIKING, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
1. Basis of Presentation and Summary of Significant Accounting Policies
In the opinion of the Company, the accompanying unaudited consolidated financial
statements contain all of the adjustments necessary (consisting of normal and
recurring accruals) to present fairly the Company's financial position as of
September 28, 1998 and December 29, 1997, the results of operations for the
three quarters ended September 28, 1998 and September 29, 1997 and cash flows
for the three quarters ended September 28, 1998 and September 29, 1997. These
financial statements should be read in conjunction with the Company's annual
report on Form 10-K for the fiscal year ended December 29, 1997 filed on March
27, 1998.
The results of operations for the quarter and three quarters ended
September 28, 1998 and September 29, 1997 are not necessarily indicative of the
results to be expected for the full fiscal year.
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.
Earnings Per Common Share--In calculating earnings per share, earnings
available to common stockholders is the same for both the basic and diluted
calculations. For the quarters ended September 28, 1998 and September 29, 1997
and the three quarters ended September 28, 1998 and September 29, 1997 the
diluted earnings per share was the same as basic earnings per share 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 and three quarters ended September 29, 1997 have been
reclassified to conform to the current reporting format.
New Accounting Standards--In June 1997, the Financial Accounting Standard
Board issued Statement of Financial Accounting Standards No. 130 "Reporting
Comprehensive Income" ("SFAS 130"). SFAS 130 establishes standards for reporting
and display of comprehensive income and its components. The Company's
comprehensive income differs from net income by the amount of the amortization
of senior preferred stock issuance costs which was $90,000 for each of the three
quarters ended September 29, 1997 and $90,000 for each of the three quarters
ended September 28, 1998.
In April 1998, the Accounting Standards and Executive Committee of the
American Institute of Certified Public Accountants issued Statement of Position
("SOP") No. 98-5 "Reporting on Cost of Start-up Activities" which requires
companies to immediately write-off start-up costs. It is effective for fiscal
years beginning after December 15, 1998. The Company previously accounted for
these pre-opening costs by spreading the expenses over a 12 month period. The
Company elected early adoption of SOP 98-5 which resulted in a charge to expense
of $328,000 for pre-opening costs in the quarter ended March 29, 1998.
2. Acquisitions
On February 12, 1998, the Company acquired two restaurants in the Chicago
area for an aggregate purchase price of approximately $2.0 million including
transaction fees and acquisition related expenditures, which were funded with
the line of credit.
On April 30, 1998, the Company acquired three restaurants in the Cincinnati
area for an aggregate purchase price of approximately $2.0 million including
transaction fees and acquisition related expenditures, which were funded with
cash on hand.
On June 18, 1998, the Company acquired three restaurants in Tennessee for
an aggregate purchase price of approximately 2.0 million including transaction
fees and acquisition related expenditures, which were funded with cash on hand.
All acquisitions have been accounted for under the purchase method of
accounting and, accordingly, the operating results of the acquired franchises
have been included in the consolidated statement of operations since the date of
acquisition.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Overview
The Company operates Burger King restaurants through its wholly owned
subsidiaries, each of which is a party to BKC franchise agreements. BKC
franchise agreements require a one-time franchise fee (currently $40,000), a
monthly royalty fee of 3.5% of each restaurant's gross sales and a monthly
advertising contribution of 4.0% of gross sales. Most franchise agreements
provide for a term of 20 years, and, at the option of the franchisee and BKC, a
renewal franchise agreement may be granted by BKC upon payment of the then
current franchise fee provided that the restaurant meets BKC's operating
standards applicable at that time and the franchisee is not in default under the
relevant franchise agreement. In addition, the Company has reached a separate
agreement with BKC in which the Company has committed to spend 1% of gross sales
on local advertising to supplement BKC's national advertising activities.
As the Company acquires additional Burger King restaurants, it capitalizes
the value of franchise agreements based on the number of years remaining under
the terms of the agreement and the franchise fee in effect at the time of
acquisition. Excess cost over fair value of the other net assets acquired is
capitalized as goodwill and amortized to expense over a 35-year period for
financial reporting purposes. The Company generally purchases assets and is able
to deduct goodwill amortization expense for tax purposes over a 15-year period.
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 ten), as well as sales of promotional products
at the Company's restaurants. Historically, merchandise sales have contributed
no more than 3.0% to restaurant sales. Promotional products, which account for
the majority of merchandise sales, are generally sold at or near the Company's
cost.
EBITDA represents operating income plus depreciation and amortization 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 the ability of the Company to meet its future debt service, capital
expenditure and working capital requirements. In addition, management believes
that certain investors find EBITDA to be a useful tool for measuring the ability
of the Company to service its debt. EBITDA is not necessarily a measure of the
Company's ability to fund its cash needs. See the Consolidated Statements of
Cash Flows of the Company 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
thirteen months. 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 September 28, 1998 Compared to Quarter ended September 29, 1997
Restaurant Sales. Food sales increased $16.9 million or 29.1% during the
quarter ended September 28, 1998, to $75.2 million, from $58.3 million during
the quarter ended September 29, 1997, due primarily to the inclusion of the 8
and 37 restaurants purchased in 1998 and 1997, respectively. In addition, the
Company developed 7 and 3 restaurants, and closed 3 and 2 restaurants in 1998
and 1997, respectively. Newly acquired restaurants accounted for $12.3 million
of the total increase in restaurant sales, while new restaurant development
accounted for $1.3 million of the increase in sales. Total sales were reduced by
$0.9 million during the quarter due to the restaurants that were closed. Sales
at the comparable restaurants, including only those restaurants owned by the
Company at September 28, 1998, increased 6.3% for the quarter ended September
28, 1998.
<PAGE>
Restaurant Operating Expenses. Total restaurant operating expenses
increased $12.5 million, or 22.8% during the quarter ended September 28, 1998,
to $67.2 million from $54.7 million in the quarter ended September 29, 1997. As
a percentage of sales, restaurant operating expenses decreased 4.1%, to 86.7%
during the quarter ended September 28, 1998 from 90.8% in September 29, 1997.
Cost of food sales increased $3.9 million but decreased 1.6% as a
percentage of sales to 28.7% from 30.3% during the quarter ended September 28,
1998. The percentage decrease in cost of food sales was due to the slight menu
price increase in the fourth quarter of 1997 and lower level of discounting
which was partially offset by the increase in food costs resulting from the
introduction of a new french fry in December 1997. Commodity costs were stable
during the quarter.
Restaurant labor and related expenses increased $4.3 million during the
quarter ended September 28, 1998, and decreased 0.2% as a percentage of
restaurant sales to 25.7% during the quarter ended September 28, 1998 from 25.9%
in the quarter ended September 29, 1997. The percentage decrease in restaurant
labor and related expenses was primarily due to higher productivity which was
partially offset by an increase in the federal minimum wage in September 1997,
and group health insurance costs.
Occupancy expense increased $1.7 million, but decreased 0.1% as a
percentage of sales to 10.2% during the quarter ended September 28, 1998 from
10.3% in the quarter ended September 29, 1997. The increase in occupancy expense
is due to the inclusion of newly acquired and developed restaurants which was
partially offset by the savings associated with the restaurants that the Company
sold or closed. The decrease as a percentage of sales is due to higher sales
volume coupled with lower effective occupancy rates on newly acquired and
developed restaurants.
Depreciation and amortization increased $0.5 million during the quarter
ended September 28, 1998, to $2.9 million from $2.4 million in the quarter ended
September 29, 1997. As a percentage of sales, depreciation and amortization
expense decreased 0.3% to 3.7% in the quarter ended September 28, 1998 from 4.0%
in the quarter ended September 29, 1997. The increase was due primarily to the
increase in goodwill amortization resulting from the purchase method of
accounting for the newly acquired restaurants.
Other restaurant operating expenses including advertising and royalties
increased $1.7 million during the quarter ended September 28, 1998 and decreased
1.8% as a percentage of sales to 16.2% in the quarter ended September 28, 1998
from 18.0% in the quarter ended September 29, 1997. This decrease is primarily
due to a litigation recovery of approximately .8% coupled with lower utilities
expense.
General and Administrative Expenses. General and administrative expenses
increased $0.9 million during the quarter ended September 28, 1998 and increased
0.2% as a percent of sales to 4.2% from 4.0% during the quarters ended September
28, 1998 and September 29, 1997 respectively. The increase in general and
administrative expenses is due to staff increases and related costs associated
with the newly acquired and developed restaurants.
Operating Income. Operating income increased $2.8 million or 121.9% to $5.2
million during the quarter ended September 28, 1998 from $2.3 million for the
quarter ended September 29, 1997. As a percentage of sales, operating income
increased 2.8%, to 6.7% from 3.9% for the quarters ended September 28, 1998 and
September 29, 1997, respectively.
EBITDA. As defined in Item 2, EBITDA increased $4.4 million or 78.9% to
$10.0 million for the quarter ended September 28, 1998 from $5.6 million for the
quarter ended September 29, 1997. As a percentage of restaurant sales, EBITDA
increased 3.6%, to 12.8% for the quarter ended September 28, 1998 from 9.2% for
the quarter ended September 29, 1997.
Three Quarters ended September 28, 1998 Compared to Three Quarters ended
September 29, 1997
Restaurant Sales. Food sales increased $61.9 million or 38.9% during the
three quarters ended September 28, 1998,
<PAGE>
to $220.8 million, from $159.0 million during the three quarters ended September
29, 1997, due primarily to the inclusion of the 8 and 63 restaurants purchased
in 1998 and 1997, respectively. In addition, the Company developed 7 and 9
restaurants, sold 0 and 10 restaurants, and closed 3 and 4 restaurants in 1998
and 1997, respectively. Newly acquired restaurants accounted for $50.6 million
of the total increase in restaurant sales, while new restaurant development
accounted for $6.6 million of the increase in sales. Total sales were reduced by
$5.8 million due to the restaurants that were sold/closed in 1997. Sales at the
comparable restaurants, including only those restaurants owned by the Company at
September 28, 1998, increased 5.5% for the three quarters ended September 28,
1998.
Restaurant Operating Expenses. Total restaurant operating expenses
increased $51.7 million, or 35.0% during the three quarters ended September 28,
1998, to $199.4 million from $147.7 million in the three quarters ended
September 29, 1997. As a percentage of sales, restaurant operating expenses
decreased 2.4%, to 87.7% from 90.1% during the three quarters ended September
28, 1998 and September 29, 1997, respectively.
Cost of food sales increased $16.9 million and decreased 0.9% as a
percentage of sales to 28.9% from 29.8% during the three quarters ended
September 28, 1998. The percentage decrease in cost of food sales was due to the
slight menu price increase in the fourth quarter of 1997 which was partially
offset by the increase in food costs resulting from the introduction of a new
french fry in December 1997. Commodity costs were stable during the three
quarters.
Cost of non-food sales increased $1.1 million during the three quarters
ended September 28, 1998, and decreased 0.2% as a percentage of sales to 2.4%
during the three quarters ended September 28, 1998 from 2.6% in the three
quarters ended September 29, 1997. The percentage decrease in cost of non-food
sales is due to improved margins at the convenience stores.
Restaurant labor and related expenses increased $16.5 million during the
three quarters ended September 28, 1998, and increased 0.1% as a percentage of
restaurant sales to 25.7% during the three quarters ended September 28, 1998
from 25.6% in the three quarters ended September 29, 1997. The percentage
increase in restaurant labor and related expenses was primarily due to the
increase in the federal minimum wage in September 1997 and group health
insurance costs.
Occupancy expense increased $6.0 million, and decreased 0.4% as a
percentage of sales to 10.2% during the three quarters ended September 28, 1998
from 10.6% in the three quarters ended September 29, 1997. The increase in
occupancy expense is due to the inclusion of newly acquired and developed
restaurants which was partially offset by the savings associated with the
restaurants that the Company sold or closed.
Depreciation and amortization increased $2.0 million during the three
quarters ended September 28, 1998, to $8.5 million from $6.5 million in the
three quarters ended September 29, 1997. As a percentage of sales, depreciation
and amortization expense decreased 0.3% to 3.7% in the three quarters ended
September 28, 1998 from 4.0% in the three quarters ended September 29, 1997. The
increase was due primarily to the increase in goodwill amortization resulting
from the purchase method of accounting for the newly acquired restaurants.
Other restaurant operating expenses including advertising and royalties
increased $9.2 million during the three quarters ended September 28, 1998 and
decreased 0.9% as a percentage of sales to 16.7% in the three quarters ended
September 28, 1998 from 17.6% in the three quarters ended September 29, 1997.
This percentage decrease is primarily due to a litigation recovery coupled with
lower utilities expenses.
General and Administrative Expenses. General and administrative expenses
increased $3.0 million during the three quarters ended September 28, 1998 and
increased 0.2% as a percent of sales to 4.2% from 4.0% during the three quarters
ended September 28, 1998 and September 29, 1997 respectively. The increase in
general and administrative expenses is due to staff increases and related costs
associated with the newly acquired and developed restaurants.
Operating Income. Operating income increased $6.2 million or 65.5% to $15.6
million during the three quarters ended September 28, 1998 from $9.4 million for
the three quarters ended September 29, 1997. As a percentage of sales,
<PAGE>
operating income increased 1.2%, to 6.9% from 5.7% for the three quarters ended
September 28, 1998 and September 29, 1997 respectively. This percentage increase
is primarily a result of the decrease in restaurant operating expenses.
EBITDA. As defined in Item 2, EBITDA increased $10.7 million or 66.2% to
$26.9 million for the three quarters ended September 28, 1998 from $16.2 million
for the three quarters ended September 29, 1997. As a percentage of restaurant
sales, EBITDA increased 1.9%, to 11.8% for the three quarters ended September
28, 1998 from 9.9% for the three quarters ended September 29, 1997.
Liquidity and Capital Resources
Net cash flows from operating activities increased $5.7 million during the
three quarters ended September 28, 1998, to $19.4 million, from $13.7 million
during the three quarters ended September 29, 1997. The increase is primarily
due to an increase in operating income, accounts payable, accrued expenses and
other long-term liabilities associated with newly acquired restaurants.
Capital spending for the three quarters ended September 28, 1998 was $12.3
million of which $6.0 million included transaction fees and related expenditures
for the acquisition of 8 restaurants. In addition, the Company developed 7 new
restaurants in the three quarters ended September 28, 1998.
The Company has budgeted approximately $400,000 for the development of each
of its new restaurants. The Company anticipates it will spend approximately an
additional $3.0 to $6.0 million annually for other capital expenditures. The
Company has committed to BKC that for the foreseeable future (i) it will make
capital expenditures on its existing restaurants equal to 1% of its gross sales
and (ii) it will spend an amount equal to 1% of its gross sales on local
advertising. The actual amount of the Company's cash requirements for capital
expenditures depends on, among other things, the number of new restaurants
opened or acquired and the costs associated with such restaurants and the number
of franchises subject to renewal and the costs associated with bringing the
related restaurants up to BKC's then current design specifications in connection
with these franchise renewals.
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,
(i) the Company's Amended and Restated Credit Agreement (as defined) with the
BankBoston, N.A. and other lenders thereto contains other and more restrictive
covenants and prohibits the Company's subsidiaries from declaring dividends or
making other intercompany transfers to the Company in certain circumstances and
(ii) agreements reached with BKC contain restrictions with respect to dividend
payments and intercompany loans.
The Company believes that available cash on hand together with its
available credit of $20.9 million under its Amended and Restated Credit
Agreement, will be sufficient to cover its working capital, capital
expenditures, planned development and debt service requirements for the
remainder of fiscal 1998 and fiscal 1999. The Company expects that additional
financing will be required in connection with any significant acquisitions in
the future.
<PAGE>
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
27 FINANCIAL DATA SCHEDULE
A list of exhibits included as part of this Form 10-Q or incorporated by
reference is set forth in the Index to Exhibits. Included in the Index to
Exhibits are the following exhibits which constitute management contracts or
compensatory plans or arrangements.
1. TJC Consulting Agreement
2. Jaro Employment Agreement
3. Osborn Employment Agreement
4. Hubert Employment Agreement
5. Aaseby Employment Agreement
6. Vasatka Employment Agreement
7. New Osborn Employment Agreement
8. Hothorn Employment Agreement
Reports on Form 8-K
The Company did not file any reports on Form 8-K in the quarter ended
September 28, 1998.
<PAGE>
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.
- ---------------------------------- -------------------------------------
Date Lawrence E. Jaro
Managing Owner, Chairman and
Chief Executive Officer
- ---------------------------------- -------------------------------------
Date Joel Aaseby
Chief Financial Officer and Corporate
Secretary (Principal Financial and
Accounting Officer)
<PAGE>
<TABLE>
<CAPTION>
AMERIKING, INC.
CALCULATION OF EPS
Dec. 30, 1997 to Dec. 31, 1996 to
---------------------------------------------
September 28, 1998 September 29, 1997
---------------------------------------------
<S> <C> <C>
INCOME (LOSS) BEFORE EXTRAORDINARY ITEM 1,766,000 (367,000)
Earnings available to stockholders
Dividends
Preferred Stock (338,000) (338,000)
Senior Preferred Stock (3,455,000) (3,455,000)
Amortization of issuance costs (90,000) (90,000)
----------- -----------
Income (loss) before extraordinary item available to common stockholders (2,116,000) (3,906,000)
Extraordinary item - loss from early extinguishment of debt (net of taxes) - -
----------- -----------
Income (loss) available to common stockholders (2,116,000) (3,906,000)
Weighted average number of common shares 902,992 899,220
Dilutive effect of options and warrants - -
----------- -----------
Weighted average number of common shares outstanding - basic 902,992 899,220
Net income (loss) per common share before extraordinary item - basic (2.34) (4.39)
Extraordinary item - basic - -
----------- -----------
Net income (loss) per common share - basic (2.34) (4.34)
Net income (loss) per common share before extraordinary item - diluted (2.34) (4.34)
Extraordinary item - diluted - -
----------- -----------
Net income (loss) per common share - diluted (2.34) (4.34)
Weighted average number of common shares basic:
Original shares 863,290 863,290
Option shares 9,702 5,980
Warrant shares - -
Common stock units 30,000 30,000
----------- -----------
Total 902,992 899,220
Weighted average number of common shares - diluted
Original shares 863,290 863,290
Option shares 9,702 5,980
Warrant shares - -
Common stock units 30,000 30,000
----------- -----------
Total 902,992 899,220
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-29-1997
<PERIOD-START> JUN-30-1998
<PERIOD-END> SEP-28-1998
<CASH> 12,474,000
<SECURITIES> 0
<RECEIVABLES> 873,000
<ALLOWANCES> 0
<INVENTORY> 2,147,000
<CURRENT-ASSETS> 15,979,000
<PP&E> 53,778,000
<DEPRECIATION> 8,521,000
<TOTAL-ASSETS> 216,604,000
<CURRENT-LIABILITIES> 24,688,000
<BONDS> 160,827,000
37,866,000
0
<COMMON> 9,030
<OTHER-SE> 75
<TOTAL-LIABILITY-AND-EQUITY> 216,604,000
<SALES> 227,372,000
<TOTAL-REVENUES> 227,372,000
<CGS> 71,061,000
<TOTAL-COSTS> 199,417,000
<OTHER-EXPENSES> 2,757,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 12,116,000
<INCOME-PRETAX> 2,523,000
<INCOME-TAX> 757,000
<INCOME-CONTINUING> 1,766,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,766,000
<EPS-PRIMARY> 2.34
<EPS-DILUTED> 2.34
</TABLE>
