<PAGE> 1
CONFORMED COPY
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 March 31, 1997
----------------------
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)
<TABLE>
<S> <C>
Delaware 62-1283091
- --------------------------------------------------------------------------------------------------
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
6075 Poplar Avenue, Suite 800, Memphis, Tennessee 38119-4709
- --------------------------------------------------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
</TABLE>
(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 [ ]
1
<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
March 31
------------------
1997 1996
------- -------
<S> <C> <C>
REVENUES:
Food sales $57,018 $55,599
Franchise revenues 4,463 4,374
------- -------
Total Revenues 61,481 59,973
------- -------
COSTS AND EXPENSES:
Cost of Sales:
Food cost 16,384 16,367
Labor and benefits 19,328 19,027
Operating expenses 11,894 11,818
General and administrative 6,212 5,612
Depreciation and amortization 3,942 3,826
Interest, net 1,220 1,288
Other, net (224) (240)
------- -------
Total Costs and Expenses 58,756 57,698
------- -------
NET INCOME $ 2,725 $ 2,275
======= =======
WEIGHTED AVERAGE UNITS OUTSTANDING 10,326 10,288
NET INCOME PER UNIT $ 0.26 $ 0.22
CASH DISTRIBUTION DECLARED PER UNIT $ .0325 $ 0.325
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
<PAGE> 3
PERKINS FAMILY RESTAURANTS, L.P.
BALANCE SHEETS
(In Thousands)
<TABLE>
<CAPTION>
March 31, December 31,
1997 1996
(Unaudited)
----------- -----------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 720 $ 2,737
Receivables, less allowance for
doubtful accounts of $472 and $430 7,517 6,285
Inventories, at the lower of first- 3,996 4,234
in, first-out cost or market
Prepaid expenses and other current assets 2,394 1,551
-------- --------
Total current assets 14,627 14,807
-------- --------
PROPERTY AND EQUIPMENT, at cost, net of
accumulated depreciation and amortization 113,022 115,086
NOTES RECEIVABLE, less allowance for
doubtful accounts of $9 and $10 673 805
INTANGIBLE AND OTHER ASSETS, net of
accumulated amortization of $26,735
and $26,451 24,928 24,958
-------- --------
$153,250 $155,656
======== ========
</TABLE>
The accompanying notes are an integral part of these balance sheets.
3
<PAGE> 4
PERKINS FAMILY RESTAURANTS, L.P.
BALANCE SHEETS
(In Thousands, Except Unit Amounts)
<TABLE>
<CAPTION>
March 31, December 31,
1997 1996
(Unaudited)
----------- ------------
LIABILITIES AND PARTNERS' CAPITAL
<S> <C> <C>
CURRENT LIABILITIES:
Current maturities of long-term debt $ 5,112 $ 4,356
Current maturities of capital lease obligations 1,590 1,683
Accounts payable 7,123 8,878
Accrued expenses 12,316 14,235
Distributions payable 3,474 3,479
-------- --------
Total current liabilities 29,615 32,631
-------- --------
CAPITAL LEASE OBLIGATIONS, less
current maturities 8,202 8,573
LONG-TERM DEBT, less current maturities 49,688 48,244
OTHER LIABILITIES 4,738 4,651
PARTNERS' CAPITAL:
General partner 610 615
Limited partners (10,477,995 and 10,492,930 Units
issued and outstanding) 62,314 63,220
Deferred compensation related to restricted units (1,917) (2,278)
-------- --------
Total partners' capital 61,007 61,557
-------- --------
$153,250 $155,656
======== ========
</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
March 31
------------------
1997 1996
-------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income $ 2,725 $ 2,275
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 3,942 3,826
Other non cash income and expense items 348 485
Changes in other operating assets and liabilities (5,851) 792
------- -------
Total adjustments (1,561) 5,103
------- -------
Net cash provided by operating activities 1,164 7,378
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid for property and equipment (1,561) (2,963)
Payments on notes receivable 123 858
------- -------
Net cash used in investing activities (1,438) (2,105)
------- -------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from long-term debt 9,600 3,850
Payments on long-term debt (7,400) (5,475)
Principal payments under capital lease obligations (464) (496)
Distributions to partners (3,479) (3,475)
------- -------
Net cash used in financing activities (1,743) (5,596)
------- -------
Net decrease in cash and cash equivalents (2,017) (323)
------- -------
CASH AND CASH EQUIVALENTS:
Balance, beginning of period 2,737 1,825
------- -------
Balance, end of period $ 720 $ 1,502
</TABLE> ======= =======
The accompanying notes are an integral part of these financial statements.
5
<PAGE> 6
PERKINS FAMILY RESTAURANTS, L.P.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
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 1996 Annual Report to Unitholders should be read in
conjunction with these statements.
Certain prior year amounts have been reclassified to conform to current year
presentation.
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
March 31
------------------
1997 1996
------- -------
<S> <C> <C>
Net income as reported $ 2,725 $ 2,275
Less: 1% general partner's interest (27) (23)
------- -------
Net income applicable to units $ 2,698 $ 2,252
======= =======
Weighted average units outstanding 10,326 10,288
Net income per unit $ 0.26 $ 0.22
</TABLE>
6
<PAGE> 7
Weighted Average Units Outstanding
Weighted average units outstanding are computed as follows (in thousands):
<TABLE>
<CAPTION>
Three Months Ended
March 31
--------------------
1997 1996
--------- ---------
<S> <C> <C>
Weighted average units 10,317 10,284
Weighted average equivalent units 9 4
------ ------
Weighted average units outstanding 10,326 10,288
====== ======
</TABLE>
Contingencies
The Partnership is a party to various 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 material 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 March
31, 1997, there were approximately $2,639,000 in borrowings outstanding under
these programs. The Partnership has guaranteed $954,000 of these borrowings
which represents its minimum commitments under these agreements. The
Partnership does not anticipate its guaranties under these programs will exceed
these minimums in the future.
During 1995, the Partnership entered into a separate agreement with one of the
lending institutions to assist a franchisee in obtaining lease financing to
install in-store bakeries in 28 existing restaurants operated by the
franchisee. Pursuant to the agreement, the Partnership will provide a declining
limited guaranty to the lender for payment of the franchisee's obligations
between the lender and the franchisee. At March 31, 1997, there were
approximately $504,000 in borrowings outstanding under the program, of which the
Partnership has guaranteed approximately $353,000. No additional borrowings are
available under this program.
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 months ended March 31, consisted
of the following (in thousands):
<TABLE>
<CAPTION>
Three Months Ended
March 31,
--------------------
1997 1996
-------- ---------
<S> <C> <C>
(Increase) Decrease in:
Receivables $(1,313) $ 113
Inventories 238 791
Prepaid expenses and
other current assets (906) (998)
Other assets (278) 131
Increase (Decrease) in:
Accounts payable (1,754) (191)
Accrued expenses (1,926) 303
Other liabilities 88 643
------- -----
$(5,851) $ 792
======= =====
</TABLE>
The Partnership paid interest of $1,211,000 and $1,317,000 during the first
quarters of 1997 and 1996, respectively.
8
<PAGE> 9
Federal Income Taxation
Under the Partnership's current form of taxation, the distributions paid by the
Partnership are not taxable to its partners. Instead, each partner must pay
tax on his or her allocable share of the Partnership's net income. Beginning
January 1, 1998, the Partnership will be taxed as a corporation. Had the
Partnership been taxed as a corporation in 1996, it would have paid Federal and
state corporate income taxes of approximately $5,500,000. Under corporate tax
principles, the Partnership must itself pay taxes on its income, and cash
distributions, if any, would be taxed in the year in which received by the
stockholder. Thus, had the Partnership been taxed as a corporation in 1996, in
addition to the income taxes payable by the Partnership, each unitholder
receiving a distribution would have been liable for taxes in an amount equal to
his individual marginal tax rate times the total distribution received. Being
taxed as a corporation will reduce the amount of cash available to the
Partnership by the amount of the taxes it must pay and, in the absence of
increased borrowings, will reduce by such amount the cash available to the
Partnership for capital expenditures, prepayment of outstanding indebtedness,
cash distributions or other corporate purposes.
As of March 31, 1997 and December 31, 1996, 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.
9
<PAGE> 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS FOR THE FIRST QUARTER ENDED MARCH 31, 1997
RESULTS OF OPERATIONS
Overview:
A summary of the Partnership's results for the first quarter ended March 31 are
presented in the following table. All revenues, costs and expenses are
expressed as a percentage of total revenues. Certain prior year amounts have
been reclassified to conform to current year presentation.
<TABLE>
<CAPTION>
Three Months Ended
March 31
---------------------
1997 1996
----- ------
<S> <C> <C>
Revenues:
Food sales 92.7 % 92.7 %
Franchise revenues 7.3 7.3
----- -----
Total revenues 100.0 100.0
----- -----
Costs and expenses:
Cost of sales:
Food cost 26.7 27.3
Labor and benefits 31.4 31.7
Operating expenses 19.4 19.7
General and administrative 10.1 9.4
Depreciation and amortization 6.4 6.4
Interest, net 2.0 2.1
Other, net (0.4) (0.4)
----- -----
Total costs and expenses 95.6 96.2
----- -----
Net income 4.4 % 3.8 %
===== =====
</TABLE>
Net income for the first quarter of 1997 was $2,725,000 or $.26 per limited
partnership unit versus $2,275,000 or $.22 per unit for the same period in
1996.
10
<PAGE> 11
Revenues:
Total revenues for the first quarter of 1997 increased approximately 2.5% over
the same period last year due primarily to higher comparable restaurant sales.
Same store comparable sales increased approximately 5% over the first quarter
of 1996 due primarily to an increase in comparable guest visits, selective menu
price increases and guest trends toward higher-priced entrees. Three
Partnership-operated restaurants which were not open for the full first quarter
of 1996 also contributed to the increase in restaurant food sales during the
three months ended March 31, 1997. These increases were offset by the loss
of one day of sales as 1996 was a leap year and the closing or refranchising of
eleven Partnership-operated restaurants during 1996.
Revenues from Foxtail Foods ("Foxtail"), the Partnership's manufacturing
division, decreased approximately 4.7% over the three months ended March 31,
1996, and constituted approximately 7% of the Partnership's revenues. Foxtail
offers cookie doughs, muffin batters, pancake mixes, pies and other food
products to Partnership-operated 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,
Foxtail manufactures certain proprietary and non-proprietary products for sale
to non-Perkins operations. Sales to Partnership-operated restaurants are
eliminated in the accompanying income statements. The decrease in Foxtail
revenues can be primarily attributed to non-Perkins sales contracts that were
not renewed in early 1997.
Franchise revenues, which consist primarily of franchise royalties and sales
fees, increased 2.0% over the first quarter of 1996. This increase is due
primarily to the opening of 22 new franchise restaurants and the sale of three
Partnership-operated restaurants to franchisees since January 1, 1996. This
increase is partially offset by the closing of ten franchised restaurants
during the same period and lower franchise sales fees due to fewer franchise
restaurants opening during the first quarter of 1997 compared to the prior
year.
Costs and expenses:
Food cost:
In terms of total revenues, food cost for the three months ended March 31,
1997, decreased .6 percentage points over the same period in 1996. The
decrease in food cost is primarily related to decreased raw material costs at
Foxtail. Restaurant division food cost decreased slightly due to a decline in
the costs of certain key commodities and selective menu price increases. This
decrease was partially offset by higher food cost associated with pork and
poultry products due to increased commodity prices and the use of a new turkey
product, respectively.
Labor and benefits:
Labor and benefits expense, as a percentage of total revenues, decreased .3
percentage points for the three months ended March 31, 1997, due to continued
improvement in labor productivity in the Partnership's restaurants and pie
manufacturing facility. These expenses also benefited from reduced claims cost
associated with the Partnership's group health and workers' compensation
programs.
11
<PAGE> 12
The wage rates of the Partnership's hourly employees are impacted by Federal
and state minimum wage laws. Legislation enacted during 1996 which raised the
Federal minimum wage rate in 1996 and will further increase the minimum wage
rate in 1997 has had a material impact on the Partnership's labor costs. In
the past, the Partnership has been able to offset increases in labor costs
through selective menu price increases and improvements in productivity. The
Partnership anticipates that it can offset the majority of the current
increases through selective menu price increases. However, there is no
guarantee that future increases can be mitigated through raising menu prices.
Operating expenses:
Operating expenses for the first quarter of 1997 decreased .3 percentage points
from the three months ended March 31, 1996. This decrease is partially
attributed to a decrease in franchise opening costs due to fewer franchise
restaurants opening during the first quarter of 1997 compared to the prior
year. In addition, Partnership-operated restaurants experienced decreases in
repairs and maintenance and local store marketing costs.
General and administrative:
General and administrative expenses, in terms of total revenues, increased .7
percentage points from the three months ended March 31, 1996. This increase is
primarily due to higher incentive compensation costs and payroll due to new
administrative positions.
Depreciation and amortization:
Depreciation and amortization for the three months ended March 31, 1997,
increased approximately 3% over the same period last year due primarily to the
addition of new Partnership-operated restaurants as well as refurbishments made
to upgrade existing restaurants.
Interest:
Interest expense for the three months ended March 31, 1997, decreased 5.3% over
the same period last year due primarily to lower debt outstanding during the
period. Debt was lower in 1997 due to a reduction in new restaurant openings
in the past twelve months. In addition, interest expense associated with
capital lease obligations has decreased.
12
<PAGE> 13
CAPITAL RESOURCES AND LIQUIDITY
Principal uses of cash during the first quarter ended March 31, 1997, were
distributions paid to Unitholders and capital expenditures. Capital
expenditures consisted primarily of equipment purchases for new
Partnership-operated Cafe and Bakeries and costs related to remodels of existing
restaurants. Two new Cafe and Bakeries were opened in the first quarter of
1997. Remodels and unit upgrades constituted more than 85% of the capital
expenditures during the first quarter. The Partnership's primary source of
funding was cash provided by borrowings.
The Partnership maintains 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 March 31,
1997, $16,000,000 in borrowings and approximately $2,314,000 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 March 31, 1997, $4,600,000 was outstanding under this
agreement.
On March 18, 1997, the Partnership entered into a commitment agreement with its
agent bank to provide a credit facility of up to $60,000,000. This is composed
of a $40,000,000 reducing revolving credit facility, a $15,000,000 revolving
growth facility, and a $5,000,000 standby letter of credit facility. The
reducing revolving credit facility matures on March 31, 2002, and will reduce
$2,000,000 per year commencing on September 30, 1998. This facility will
initially be used to repay amounts outstanding under the Partnership's existing
line of credit and term loan facilities. The growth facility may only be used
for the acquisition of existing restaurants, converts to a term loan on March
31, 2000, and amortizes in equal quarterly installments with final maturity on
March 31, 2004. The standby letter of credit facility matures on
March 31, 2002, and contains terms and conditions similar to the Partnership's
current agreement.
During the fourth quarter of 1995, the Partnership issued $20,000,000 of 7.19%
Unsecured Senior Notes due December 13, 2005 to an insurance company. The
proceeds were used to repay outstanding borrowings under the Partnership's
revolving line of credit. The agreement also provides for a $15,000,000 Private
Shelf Note Facility which expires December 13, 1997.
As is typical in the restaurant industry, the Partnership ordinarily operates
with a working capital deficit since the majority of its sales are for cash,
while credit is received from its suppliers. Therefore, operating with a
working capital deficit does not impair the Partnership's short-term liquidity.
At March 31, 1997, this deficit amounted to $14,988,000, which was primarily
the result of utilizing available cash for capital expenditures and
distributions to Unitholders.
Due to changes in the tax law, the Partnership will begin being taxed as a
corporation January 1, 1998. The amount of cash available to the Partnership
will be reduced by the amount of cash necessary to pay these taxes.
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: May 13, 1997 BY: /s/ Steven R. McClellan
------------------------
Steven R. McClellan
Executive Vice President,
Chief Financial Officer
BY: /s/ Michael P. Donahoe
------------------------
Michael P. Donahoe
Vice President, Controller
(Chief Accounting Officer)
14
<PAGE> 15
Exhibit Index
<TABLE>
<S> <C>
Exhibit No. Description
- ----------- -----------
27 Financial Data Schedule (SEC use only)
</TABLE>
15
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
UNAUDITED BALANCE SHEET AS OF MARCH 31, 1997 AND FROM THE STATEMENT OF INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 720
<SECURITIES> 0
<RECEIVABLES> 8,190
<ALLOWANCES> 481
<INVENTORY> 3,996
<CURRENT-ASSETS> 14,627
<PP&E> 207,951
<DEPRECIATION> 94,929
<TOTAL-ASSETS> 153,250
<CURRENT-LIABILITIES> 29,615
<BONDS> 57,890
0
0
<COMMON> 0
<OTHER-SE> 61,007
<TOTAL-LIABILITY-AND-EQUITY> 153,250
<SALES> 57,018
<TOTAL-REVENUES> 61,481
<CGS> 16,384
<TOTAL-COSTS> 47,606
<OTHER-EXPENSES> 11,150
<LOSS-PROVISION> 81<F1>
<INTEREST-EXPENSE> 1,220
<INCOME-PRETAX> 2,725
<INCOME-TAX> 0
<INCOME-CONTINUING> 2,725
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,725
<EPS-PRIMARY> 0.26
<EPS-DILUTED> 0.26
<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>
