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Previous: LASERGATE SYSTEMS INC, 10QSB, 1995-08-14 |
Next: OCCIDENTAL PETROLEUM CORP /DE/, 10-Q, 1995-08-14 |
<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM 10-Q
(MARK ONE)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1995
-----------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
------------------ -----------------
Commission file number 1-9214
Perkins Family Restaurants, L.P.
--------------------------------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 62-1283091
--------------------------------------------------------------------------------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
6075 Poplar Avenue, Suite 800, Memphis, Tennessee 38119-4709
--------------------------------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(901) 766-6400
--------------------------------------------------------------------------------
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
Indicate by X 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 [ ]
<PAGE> 2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PERKINS FAMILY RESTAURANTS, L.P.
STATEMENTS OF INCOME
(Unaudited)
(In Thousands, Except Per Unit Data)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30 June 30
---------------------- ----------------------
1995 1994 1995 1994
------- ------- -------- --------
<S> <C> <C> <C> <C>
REVENUES:
Food sales $56,602 $50,169 $109,561 $ 97,333
Franchise revenues 4,241 4,178 8,195 7,817
------- ------- -------- --------
Total Revenues 60,843 54,347 117,756 105,150
------- ------- -------- --------
COSTS AND EXPENSES:
Cost of Sales:
Food cost 16,525 13,742 31,825 26,900
Labor and benefits 19,775 17,509 38,321 33,914
Operating expenses 11,625 10,442 22,761 20,483
General and administrative 5,455 5,401 10,880 10,549
Depreciation and amortization 3,542 2,989 6,893 5,875
Interest, net 1,181 766 2,274 1,495
Provision for disposition of
assets - 800 - 800
Other, net (172) (211) (310) (386)
------- ------- -------- --------
Total Costs and Expenses 57,931 51,438 112,644 99,630
------- ------- -------- --------
NET INCOME $ 2,912 $ 2,909 $ 5,112 $ 5,520
======= ======= ======== ========
WEIGHTED AVERAGE UNITS
OUTSTANDING 10,267 10,276 10,267 10,279
NET INCOME PER UNIT $ 0.28 $ 0.28 $ 0.49 $ 0.53
CASH DISTRIBUTION
DECLARED PER UNIT $ 0.325 $ 0.325 $ 0.65 $ 0.65
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
<PAGE> 3
PERKINS FAMILY RESTAURANTS, L.P.
BALANCE SHEETS
(Unaudited)
(In Thousands, Except Unit Amounts)
<TABLE>
<CAPTION>
June 30, December 31,
1995 1994
--------- ------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ - $ 1,593
Receivables, less allowance for
doubtful accounts of $420 and $355 6,614 7,468
Inventories, at the lower of
first-in, first-out cost or market 4,329 4,079
Prepaid expenses and other current assets 1,972 1,659
-------- --------
Total current assets 12,915 14,799
-------- --------
PROPERTY AND EQUIPMENT, at cost, net of
accumulated depreciation and amortization 114,778 105,404
NOTES RECEIVABLE, less allowance for
doubtful accounts of $88 and $25 2,870 2,916
INTANGIBLE AND OTHER ASSETS, net of
accumulated amortization of
$25,273 and $24,693 26,310 27,288
-------- --------
$156,873 $150,407
======== ========
</TABLE>
The accompanying notes are an integral part of these balance sheets.
3
<PAGE> 4
PERKINS FAMILY RESTAURANTS, L.P.
BALANCE SHEETS
(Unaudited)
(In Thousands, Except Unit Amounts)
<TABLE>
<CAPTION>
June 30, December 31,
1995 1994
--------- ------------
<S> <C> <C>
LIABILITIES AND
PARTNERS' CAPITAL
CURRENT LIABILITIES:
Current maturities of long-term debt $ 3,525 $ 3,425
Current maturities of capital lease obligations 2,017 2,006
Accounts payable 8,897 7,866
Accrued expenses 11,951 13,810
Distributions payable 3,478 3,440
-------- --------
Total current liabilities 29,868 30,547
-------- --------
CAPITAL LEASE OBLIGATIONS, less
current maturities 9,792 10,862
LONG-TERM DEBT, less current maturities 50,150 39,875
OTHER LIABILITIES 3,893 4,345
PARTNERS' CAPITAL:
General partner 631 648
Limited partners (10,488,220 and 10,379,125 Units
issued and outstanding) 65,699 66,090
Deferred compensation related to restricted units (3,160) (1,960)
-------- --------
Total partners' capital 63,170 64,778
-------- --------
$156,873 $150,407
======== ========
</TABLE>
The accompanying notes are an integral part of these balance sheets.
4
<PAGE> 5
PERKINS FAMILY RESTAURANTS, L.P.
STATEMENTS OF CASH FLOWS
(Unaudited)
(In Thousands)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30 June 30
------------------------- ------------------------
1995 1994 1995 1994
------- ------- ------- -------
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income $ 2,912 $ 2,909 $ 5,112 $ 5,520
Adjustments to reconcile net
income to net cash provided
by operating activities:
Depreciation and amortization 3,542 2,989 6,893 5,875
Provision for disposition of assets - 800 - 800
Other noncash income and expense
items 284 406 721 805
Changes in other operating assets
and liabilities (768) (1,930) (953) (3,982)
------- ------- ------- -------
Total adjustments 3,058 2,265 6,661 3,498
------- ------- ------- -------
Net cash provided by operating
activities 5,970 5,174 11,773 9,018
------- ------- ------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid for property and equipment (9,677) (6,422) (16,299) (11,726)
Proceeds from sales of property
and equipment - - 115 -
Other investing activities, net 287 170 324 367
------- ------- ------- -------
Net cash used in investing activities (9,390) (6,252) (15,860) (11,359)
------- ------- ------- -------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from long-term debt 15,650 16,500 22,400 22,501
Payments on long-term debt (8,575) (12,800) (12,025) (13,601)
Principal payments under capital (487) (740) (968) (1,203)
lease obligations
Distributions to partners (3,473) (3,443) (6,913) (6,887)
Other financing activities - (125) - (125)
------- ------- ------- -------
Net cash provided by (used in)
financing activities 3,115 (608) 2,494 685
------- ------- ------- -------
Net increase (decrease) in cash
and cash equivalents (305) (1,686) (1,593) (1,656)
------- ------- ------- -------
CASH AND CASH EQUIVALENTS:
Balance, beginning of period 305 3,525 1,593 3,495
------- ------- ------- -------
Balance, end of period $ - $ 1,839 $ - $ 1,839
======= ======= ======= =======
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE> 6
PERKINS FAMILY RESTAURANTS, L.P.
NOTES TO FINANCIAL STATEMENTS
Basis of Presentation
The accompanying unaudited financial statements of Perkins Family Restaurants,
L.P. (the "Partnership") have been prepared in accordance with the instructions
to Form 10-Q and therefore do not include all information and notes necessary
for complete financial statements in conformity with generally accepted
accounting principles. The results for the periods indicated are unaudited but
reflect all adjustments (consisting only of normal recurring adjustments) which
management considers necessary for a fair presentation of the operating
results. Results of operations for the interim periods are not necessarily
indicative of a full year of operations. The notes to the financial statements
contained in the 1994 Annual Report to Unitholders should be read in
conjunction with these statements.
Total revenues and food cost for 1994 have been restated to conform to the
current year presentation, which reflects the elimination of Foxtail Foods
sales to Partnership-operated restaurants through third-party distributors.
Previously, these intercompany sales were not significant to the Partnership's
financial statements taken as a whole. Foxtail Foods is the Partnership's
manufacturing operation.
The Partnership is managed by Perkins Management Company, Inc. ("PMC"). PMC is
also the general partner of Perkins Restaurants Operating Company, L.P.
("PROC"), the entity through which the operations of the Partnership are
conducted. As general partner of the Partnership and PROC, PMC does not
receive any compensation other than amounts attributable to its 1% general
partner's interest in each of the Partnership and PROC. The Partnership
reimburses PMC for all of its direct and indirect costs (principally general
and administrative costs) allocable to the Partnership.
Net Income Per Unit
Net Income Per Unit is computed as follows (in thousands, except per unit
amounts):
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30 June 30
------------------------------- ---------------------------
1995 1994 1995 1994
------- ------- ------- -------
<S> <C> <C> <C> <C>
Net income as reported $ 2,912 $ 2,909 $ 5,112 $ 5,520
Less: 1% general partner's interest (29) (29) (51) (55)
------- ------- ------- -------
Net income applicable to units $ 2,883 $ 2,880 $ 5,061 $ 5,465
======= ======= ======= =======
Weighted average units outstanding 10,267 10,276 10,267 10,279
Net income per unit $ 0.28 $ 0.28 $ 0.49 $ 0.53
</TABLE>
6
<PAGE> 7
Weighted Average Units Outstanding
Weighted average units outstanding are computed as follows (in thousands):
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30 June 30
-------------------------- ---------------------------
1995 1994 1995 1994
------ ------- ------ ------
<S> <C> <C> <C> <C>
Weighted average units 10,266 10,263 10,266 10,263
Weighted average equivalent units 1 13 1 16
------ ------ ------ ------
Weighted average units outstanding 10,267 10,276 10,267 10,279
====== ====== ====== ======
</TABLE>
Contingencies
In 1994, the Partnership recorded a provision of $1,079,000 for damages
associated with two separate lawsuits brought against the Partnership. During
the second quarter of 1995, the Partnership reached a settlement agreement
relating to one of the suits for $190,000 less than the original provision. The
reversal of the excess accrual was recorded as a credit to general and
administrative expenses. The Partnership is also a party to various other
legal proceedings in the ordinary course of business. Management does not
believe it is likely that these proceedings, either individually or in the
aggregate, will have a materially adverse effect on the Partnership's financial
position or results of operations.
The Partnership has sponsored financing programs offered by certain lending
institutions to help its franchisees procure funds for the construction of new
franchised restaurants and to purchase and install the Perkins in-store bakery.
The Partnership provides a limited guaranty of the funds borrowed. At June 30,
1995, there were approximately $1,296,000 in borrowings outstanding under the
programs, of which the Partnership has guaranteed approximately $826,000. The
lenders had also issued commitments to lend to franchisees an additional
$185,000.
7
<PAGE> 8
Supplemental Cash Flow Information
The increase or decrease in cash and cash equivalents due to changes in
operating assets and liabilities for the three and six months ended June 30,
consisted of the following (in thousands):
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
--------------------------------- ---------------------------------
1995 1994 1995 1994
------ ------- ------ -------
<S> <C> <C> <C> <C>
(Increase) Decrease in:
Receivables $ 222 $ (541) $ 665 $ (946)
Inventories (94) (280) (250) (176)
Prepaid expenses and
other current assets (200) (101) (762) (610)
Other assets 250 142 250 (243)
Increase (Decrease) in:
Accounts payable 1,274 (466) 1,031 (474)
Accrued expenses (2,389) (813) (1,834) (1,405)
Other liabilities 169 129 (53) (128)
------ ------- ------ -------
$ (768) $(1,930) $ (953) $(3,982)
====== ======= ====== =======
</TABLE>
The Partnership paid interest of $1,238,000 and $927,000 during the second
quarters of 1995 and 1994, respectively, and $2,076,000 and $1,757,000 for the
six months ended June 30, 1995 and 1994, respectively. A capital lease
obligation totaling $264,000 was terminated in the second quarter of 1994 as
the result of a lease buyout agreement and is included in principal payments
under capital lease obligations in the Statements of Cash Flows.
8
<PAGE> 9
Federal Income Taxation
In 1987, tax legislation was enacted which will have the effect of taxing
publicly traded limited partnerships, such as the Partnership, as corporations
for tax years beginning after 1997.
In 1993, the Partnership recognized the cumulative effect of adopting Statement
of Financial Accounting Standards No. 109 ("SFAS 109"), "Accounting for Income
Taxes." SFAS 109 requires the Partnership to recognize deferred tax assets and
liabilities for the expected future tax consequences of existing temporary
differences between the carrying amounts and the tax bases of assets and
liabilities that are projected to reverse after January 1, 1998, the date after
which the Partnership will become a taxable entity.
As of June 30, 1995 and December 31, 1994, the Partnership had deferred tax
assets related to existing temporary differences that are projected to reverse
after January 1, 1998. However, management believes that a conclusion as to
the realizability of certain of those assets based upon current circumstances
is highly subjective, and has therefore established valuation allowances as
appropriate. Accordingly, no deferred provision for income taxes has been
reflected in the accompanying financial statements.
The components of the Partnership's net deferred tax assets were as follows (in
thousands):
<TABLE>
<CAPTION>
June 30, December 31,
1995 1994
------- ------------
<S> <C> <C>
Depreciation $(1,630) $(1,150)
Capitalized leases 1,240 1,240
Reserve, store dispositions 550 700
Other, net 220 290
-------- -------
Total deferred tax assets 380 1,080
Valuation allowance (380) (1,080)
-------- -------
Net deferred tax assets $ - $ -
======== =======
</TABLE>
9
<PAGE> 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS FOR THE SECOND QUARTER AND SIX MONTHS ENDED
JUNE 30, 1995
RESULTS OF OPERATIONS
Overview:
A summary of the Partnership's results for the second quarter and six months
ended June 30 are presented in the following table. All revenues, costs and
expenses are expressed as a percentage of total revenues.
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30 June 30
--------------------------------------- --------------------------------------
1995 1994 1995 1994
--------- --------- ---------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues:
Food sales 93.0 % 92.3 % 93.0 % 92.6 %
Franchise revenues 7.0 7.7 7.0 7.4
----- ----- ----- -----
Total revenues 100.0 100.0 100.0 100.0
----- ----- ----- -----
Costs and expenses:
Cost of sales:
Food cost 27.2 25.3 27.0 25.6
Labor and benefits 32.5 32.2 32.5 32.3
Operating expenses 19.1 19.2 19.3 19.5
General and administrative 9.0 9.9 9.2 10.0
Depreciation and
amortization 5.8 5.5 5.9 5.6
Interest, net 1.9 1.4 1.9 1.4
Provision for disposition - 1.5 - 0.8
of assets
Other, net (0.3) (0.4) (0.2) (0.4)
----- ----- ----- -----
Total costs and expenses 95.2 94.6 95.6 94.8
----- ----- ----- -----
Net income 4.8 % 5.4 % 4.4 % 5.2 %
===== ===== ===== =====
</TABLE>
Net income for the second quarter of 1995 was $2,912,000 or $.28 per limited
partnership unit versus $2,909,000 or $.28 per unit for the same period in
1994. For the six months ended June 30, 1995, net income was $5,112,000 or $.49
per unit compared to $5,520,000 or $.53 per unit in the prior year. Excluding
the $800,000 provision for disposition of assets, net income per unit for the
second quarter and first six months of 1994 would have been $.36 and $.61,
respectively.
10
<PAGE> 11
Revenues:
Total revenues for the second quarter and first six months of 1995 increased
approximately 12% over the same periods last year due primarily to higher
restaurant food sales and increased sales from Foxtail Foods, the Partnership's
manufacturing operation.
The addition of 15 new Partnership-operated restaurants since June 30, 1994
contributed $4,091,000 and $8,681,000 to the increases in restaurant food sales
over the three and six months ended June 30, 1994. These increases were
partially offset by decreases of approximately $586,000 and $1,484,000
attributable to four restaurants which have been closed or franchised over the
past twelve months. Same store comparable sales increased 1.5% and .9% over the
second quarter and first six months of 1994 due primarily to selective menu
price increases, partially offset by a decline in comparable guest visits and
increased discounting.
Revenues from the Foxtail Foods manufacturing division increased approximately
17% and 21% over the three and six months ended June 30, 1994 and constituted
approximately 7% of the Partnership's revenues. The increase in Foxtail Foods'
revenues can be primarily attributed to increased production at the division's
pie plant. Foxtail Foods offers cookie doughs, muffin batters, pancake mixes,
pies and other food products to Partnership-owned and franchised restaurants
through food service distributors in order to ensure consistency and
availability of Perkins' proprietary products to each unit in the system.
Additionally, it uses excess capacity to manufacture certain proprietary and
non-proprietary products for sale in various markets. Sales to those outside
the Perkins system increased approximately 23% and 30% over the second quarter
and first six months of 1994.
Franchise revenues, which consist primarily of franchise royalties and sales
fees, increased approximately 2% over the second quarter and approximately 5%
over the first six months of 1994. These increases are due primarily to 11 new
franchise restaurants that opened since June 30, 1994, partially offset by six
franchised units that were closed.
Costs and expenses:
Food cost:
In terms of total revenues, food cost for the three and six months ended June
30, 1995 increased 1.9 and 1.4 percentage points, respectively, over the same
periods in 1994. Restaurant division food cost for the second quarter and first
six months, posted the most significant increases, 1.5 and 1.3 percentage
points, expressed as a percentage of total revenues. These increases are due
primarily to the higher cost of certain commodities, particularly fresh produce
and coffee, used in the Partnership's restaurants. Further, the addition of
new Partnership-operated restaurants contributed to the increase in food sales
as new restaurants typically generate higher food cost percentages since sales
in these restaurants are generally weighted more heavily toward higher
percentage cost dinner items. Increased marketing promotions, which
contributed to the increase in food cost percentages by reducing net revenues
generated, were heavily concentrated on certain entrees that inherently carry
higher food cost margins. The cost of certain product enhancements and a shift
in the mix of entrees sold to those with higher food cost percentages were
partially offset by selective menu price increases.
11
<PAGE> 12
The Partnership expects to see an improvement in Restaurant division food cost
as produce prices decline to their historical levels in the third quarter.
Additionally, the Partnership has contracted for a significant decrease in
coffee prices for the fourth quarter.
The overall increase in food cost is due in part to the fact that the cost of
food associated with Foxtail Foods sales has become a more significant
component of the Partnership's total food cost. Because Foxtail Foods sales
typically have higher food cost percentages than those associated with
restaurant food sales, as Foxtail Foods sales increase, the Partnership's total
food cost, in terms of total revenues, will also increase.
Labor and benefits:
Labor and benefits expense, as a percentage of total revenues, increased .3 and
.2 percentage points for the three and six months ended June 30, 1995 due
primarily to higher hourly labor costs in the Partnership's restaurants. The
addition of new Partnership-operated stores, which typically have higher labor
percentages than more established restaurants, and wage rate inflation caused
by low unemployment and increased competition for employees contributed to the
increase. These increases were partially offset by a decrease in the cost of
providing benefits to restaurant employees.
Labor and benefits expense for Foxtail Foods, in terms of total Foxtail Foods
revenues, increased over the second quarter and first six months of 1994 due
primarily to additions in personnel to support increased production and the
higher cost of workers' compensation insurance. The impact of the increases in
both restaurant division and Foxtail Foods labor and benefits costs are diluted
by the fact that these costs are significantly lower for the manufacturing
division, expressed as a percentage of total revenues, than in the restaurant
division. Therefore, as Foxtail Foods becomes a more significant component of
the Partnership's total operations, labor and benefits expense as a whole,
expressed as a percent of total revenues, will decrease.
Operating expenses:
Operating expenses for the second quarter and first six months of 1995,
expressed as a percentage of total revenues, decreased .1 and .2 percentage
points, respectively, from the same periods in 1994, due primarily to
decreases in restaurant repairs and maintenance costs, property taxes and
preopening expenses attributable to Foxtail Foods. These decreases were
partially offset by the increased cost of paper and packaging supplies and
higher local store marketing expenses. Decreased restaurant utilities costs
also contributed to the decrease from the first six months of 1994.
General and administrative:
General and administrative expenses, in terms of total revenues, decreased .9
and .8 percentage points from the three and six months ended June 30, 1994,
respectively, due primarily to lower outside professional services which
decreased approximately .6 and .4 percentage points from the two periods in
1994, respectively. Additionally, the Partnership reached a settlement
agreement with a former employee who had brought a lawsuit against the
Partnership for $190,000 less than the original provision. This resulted in a
.3 and .2 percentage point reduction in general and administrative expenses as
compared with the two periods ended June 30, 1994. As a percent of total
revenues, administrative payroll costs were flat compared with 1994 as
investments in personnel to support the Partnership's growth over the past
twelve months have leveled off. Moving expenses incurred in the prior year
related to personnel additions contributed .2 percentage points to the decrease
from the first six months of 1994.
12
<PAGE> 13
Depreciation and amortization:
Depreciation and amortization for the three and six months ended June 30, 1995,
increased approximately 19% and 17% over the same periods last year due
primarily to the addition of 16 new Partnership-operated restaurants and
refurbishments and remodels to upgrade and improve existing
Partnership-operated restaurants.
Interest:
Interest expense for the second quarter and first six months of 1995 was
approximately 50% higher than the comparable periods last year due to increased
borrowings associated with the addition of new stores and remodels to existing
Partnership-operated units. This increase was partially offset by a decrease
in interest expense associated with capital lease obligations.
Other:
The Partnership recorded an $800,000 provision in the second quarter of 1994 to
further reduce the carrying value of certain assets and to cover an increase in
the estimated exit costs associated with properties that were targeted for
disposition in 1993. As of June 30, 1995, the Partnership has disposed of
eight of the 11 properties included in the original reserve through
lease-buyout and sublease agreements.
Capital Resources and Liquidity
Principal uses of cash during the second quarter and first six months ended
June 30, 1995 were capital expenditures and distributions paid to unitholders.
Capital expenditures consisted primarily of land, building and equipment
purchases for new Partnership-operated units and remodels to existing
restaurants. The Partnership's primary sources of funding were cash provided by
operations and borrowings under its credit facilities.
During the second quarter of 1994, the Partnership refinanced the outstanding
borrowings under its existing line of credit by entering into a $40,000,000
revolving line of credit facility and a $10,000,000 term loan agreement with
three banks. The revolving line of credit contains a $6,000,000 sublimit for
letters of credit and expires on June 30, 1997, at which time all amounts
outstanding become payable. As of June 30, 1995, $28,750,000 in borrowings and
approximately $2,800,000 in letters of credit were outstanding under the line
of credit facility. The borrowings under the term loan agreement are due in
quarterly installments through June 30, 1998. As of June 30, 1995, $8,000,000
was outstanding under this agreement.
As of June 30, 1995, the Partnership had a working capital deficit of
$16,953,000, which was primarily the result of utilizing available cash for
capital expenditures and distributions to unitholders. Operating with a
working capital deficit is common in the restaurant industry and does not
impair the Partnership's short-term liquidity as its revenues are derived
primarily from cash transactions.
13
<PAGE> 14
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits - Reference is made to the Index of Exhibits attached hereto as
page 15 and made a part hereof.
(b) Reports on Form 8-K - None
Signature
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.
PERKINS FAMILY RESTAURANTS, L.P.
BY: PERKINS MANAGEMENT COMPANY, INC.,
GENERAL PARTNER
DATE: August 14 , 1995 BY: /s/ Michael P. Donahoe
---------------- ----------------------
Michael P. Donahoe
Vice President, Controller
(Chief Accounting Officer)
14
<PAGE> 15
Exhibit Index
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
10.1 Amendment No. 1 dated May 3, 1995 to Guaranty dated May 31, 1994 among
Perkins Family Restaurants, L.P., Perkins Restaurants Operating
Company, L.P. and BancBoston Leasing, Inc.
27 Financial Data Schedule (SEC use only)
</TABLE>
15
<PAGE> 1
EXHIBIT 10.1
AMENDMENT NO. 1 TO GUARANTY
PERKINS FAMILY RESTAURANTS, L.P.
PERKINS RESTAURANTS OPERATING COMPANY, L.P.
This AMENDMENT (the "Amendment"), dated as of May 3, 1995, among Perkins Family
Restaurants, L.P., Perkins Restaurants Operating Company, L.P. (collectively,
the "Guarantors") and BancBoston Leasing Inc. ("BBL").
WHEREAS, the Guarantors have guaranteed to BBL the payment and
performance of the Obligations (as defined in the Guaranty referred to below)
of certain Approved Franchisees (as defined in the Guaranty referred to below)
to BBL pursuant to that certain Guaranty dated as of May 31, 1994 (as amended
and in effect from time to time, the "Guaranty"); and
WHEREAS, THE GUARANTORS AND BBL WISH TO AMEND A PROVISION OF THE
GUARANTY;
NOW, THEREFORE, IN CONSIDERATION OF THE FOREGOING PREMISES, THE PARTIES
HERETO HEREBY AGREE AS FOLLOWS:
Section 1. DEFINED TERMS. Capitalized terms which are used herein
without definition and which are defined in the Guaranty shall have the same
meanings herein as in the Guaranty.
Section 2. AMENDMENT TO GUARANTY. (a) The Guaranty is hereby
amended by deleting the date "April 30, 1995" where it appears in the second
whereas clause of the preamble thereof, and substituting therefor the date
"April 30, 1996".
(b) Section 9 of the Guaranty is hereby amended by deleting the
phrase "Section 9 of the Revolving Credit Agreement, dated as of February 18,
1992 among the Guarantors, The First National Bank of Boston, The Bank of Tokyo,
Ltd. and The First National Bank of Boston, as agent" and substituting therefor
"Section 9 of that certain Amended and Restated Revolving Credit and Term Loan
Agreement, dated as of June 29, 1994, among the Guarantors, The First National
Bank of Boston, The Bank of Tokyo, Ltd., First American National Bank, such
other lenders as may become parties thereto from time to time, and The First
National Bank of Boston, as agent, as such agreement may be amended,
supplemented, restated and in effect from time to time".
Section 3. EFFECTIVE DATE. Upon execution and delivery by each of the
parties hereto, the provisions of this Amendment shall become effective as of
the date hereof.
Section 4. MISCELLANEOUS PROVISIONS. Each of the Guarantors hereby
reaffirms its absolute and unconditional guaranty of the payment and
performance by the Approved Franchisees of their obligations to BBL, as more
fully set forth in the Guaranty as amended hereby. Except as otherwise
expressly provided by this Amendment, all of the terms, conditions and
provisions of the Guaranty shall remain the same. It is declared and agreed by
each of the parties hereto that the Guaranty, as amended hereby, shall continue
in full force and effect, and that this Amendment and such Guaranty shall be
read and construed as one instrument.
1
<PAGE> 2
The Guarantors hereby agree to pay to BBL, on demand by BBL, all reasonable
out-of-pocket costs and expenses incurred or sustained by BBL in connection
with the preparation of this Amendment (including reasonable legal fees). This
Amendment shall be construed according to and governed by the laws of the
Commonwealth of Massachusetts. This Amendment may be executed in any number of
counterparts, but all such counterparts shall together constitute but one
instrument. In making proof of this Amendment it shall not be necessary to
produce or account for more than one counterpart signed by each party hereto by
and against which enforcement hereof is sought.
IN WITNESS WHEREOF, THE PARTIES HERETO HAVE EXECUTED THIS AMENDMENT AS
AN AGREEMENT UNDER SEAL AS OF THE DATE FIRST WRITTEN ABOVE.
PERKINS FAMILY RESTAURANTS, L.P.
By: Perkins Management Company, Inc.,
its general partner
By: /s/ Michael P. Donahoe
----------------------
Title: Vice President, Controller
PERKINS RESTAURANTS OPERATING
COMPANY, L.P.
By: Perkins Management Company, Inc.,
its general partner
By:/s/ Michael P. Donahoe
----------------------
Title: Vice President, Controller
BANCBOSTON LEASING INC.
By:/s/ James D. Tighe
------------------
Title: Vice President
2
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE UNAUDITED
BALANCE SHEET AS OF JUNE 30, 1995 AND FROM THE STATEMENT OF INCOME FOR THE THREE
MONTHS AND SIX MONTHS ENDED JUNE 30, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> JUN-30-1995
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 9,484
<ALLOWANCES> 508
<INVENTORY> 4,329
<CURRENT-ASSETS> 12,915
<PP&E> 206,077
<DEPRECIATION> 91,299
<TOTAL-ASSETS> 156,873
<CURRENT-LIABILITIES> 29,868
<BONDS> 59,942
<COMMON> 0
0
0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 156,873
<SALES> 109,561
<TOTAL-REVENUES> 117,756
<CGS> 15,300
<TOTAL-COSTS> 44,982
<OTHER-EXPENSES> 8,448
<LOSS-PROVISION> 88<F1>
<INTEREST-EXPENSE> 2,274
<INCOME-PRETAX> 5,112
<INCOME-TAX> 0
<INCOME-CONTINUING> 5,112
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,112
<EPS-PRIMARY> 0.49
<EPS-DILUTED> 0
<FN>
<F1>The provision for doubtful accounts and notes is presented within operating
expenses in the accompanying financial statements and is included in total
costs above.
</FN>
</TABLE>
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