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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
(MARK ONE)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED SEPTEMBER 27, 1998
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 1-9573
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UNO RESTAURANT CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
DELAWARE 04-2953702
<S> <C>
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 CHARLES PARK ROAD, WEST ROXBURY, MA 02132
(Address of principal executive offices) (Zip Code)
</TABLE>
(617) 323-9200
Registrant's telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
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<S> <C>
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
Common Stock, $.01 par value New York Stock Exchange
</TABLE>
Securities registered pursuant to Section 12(g) of the Act:
NONE
(Title of Class)
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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes /X/ No / /
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. / /
The aggregate market value of the registrant's Common Stock, $.01 par value,
held by non-affiliates of the registrant as of November 27, 1998, was
$27,278,146 based on the closing price of $6.375 on that date on the New York
Stock Exchange. As of November 27, 1998, 10,342,083 shares of the registrant's
Common Stock, $.01 par value, were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Proxy Statement for the Annual Meeting of
Stockholders to be held on February 23, 1999 which will be filed within 120 days
after the end of the registrant's fiscal year, are incorporated by reference in
Part III of this report. Portions of the registrant's Registration Statement on
Form S-1 (Registration No. 33-13100) (the "1987 Registration Statement"), the
registrant's Annual Report on Form 10-K for the fiscal year ended September 30,
1990, the registrant's Annual Report on Form 10-K for the fiscal year ended
September 29, 1991, the registrant's Annual Report on Form 10-K for the fiscal
year ended October 2, 1994, the registrant's Annual Report on Form 10-K for the
fiscal year ended October 1, 1995, the registrant's Annual Report on Form 10-K
for the fiscal year ended September 29, 1996, the registrant's Annual Report on
Form 10-K for the fiscal year ended September 28, 1997, the registrant's
Quarterly Report on Form 10-Q for the fiscal quarter ended April 2, 1995, the
registrant's Proxy Statement for the Annual Meeting of Stockholders held on
February 22, 1994, the registrant's Proxy Statement for the Annual Meeting of
Stockholders held on February 8, 1995, the registrant's Proxy Statement for the
Annual Meeting of Stockholders held on February 26, 1997 and the registrant's
Proxy Statement for the Annual Meeting of Stockholders held on February 26,
1998, are incorporated by reference in Part IV of this Report.
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PART I
ITEM 1. BUSINESS
GENERAL AND DEVELOPMENTS DURING FISCAL YEAR 1998
The Company owns and operates or franchises a total of 163 restaurants,
including 94 owned and 63 franchised casual dining, full-service restaurants
under the name "Pizzeria Uno...Chicago Bar & Grill." The Pizzeria Uno
restaurants offer a diverse, high-quality menu at moderate prices in a casual,
friendly atmosphere. The restaurants feature the Company's signature
Chicago-style deep-dish pizza and a selection of entrees, including thin crust
pizza, pasta, fajitas, ribs, steak and chicken, as well as a variety of
appetizers, salads, sandwiches and desserts. For the fiscal year ended September
27, 1998, Company-owned restaurants averaged $1,854,000 in sales. Company-owned
restaurants are located primarily in major markets from New England to Virginia,
as well as Florida, Chicago and Denver, and franchised restaurants are located
throughout the United States as well as one franchised restaurant in Seoul,
Korea.
The Company acquired the rights to the name "Pizzeria Uno" from the late Ike
Sewell, who opened the original Pizzeria Uno restaurant in Chicago, Illinois in
1943 and is considered the originator of Chicago-style deep-dish pizza. The
Company opened its first Pizzeria Uno restaurant in 1979.
Over the last several years the Company has transformed itself to "Pizzeria
Uno...Chicago Bar & Grill" to distinguish its restaurants from quick service
pizza, pizza and pasta, and full-service Italian restaurants. The culmination of
this transformation came in June 1998 as the Company implemented a systemwide
rollout of its new menu initiative which was designed to provide enhanced
quality and value. This menu provides customers with enhanced value through
larger portions of higher quality food that is consistent with the quality
service and facilities that they have come to expect in their dining experience
at Uno's. The foundation for this strategy was established several years ago
when the Company expanded its kitchen capabilities to include saute stations,
grills and fryers, enabling the Company to improve the quality, breadth and
appeal of its non-pizza menu items. This has allowed the Company to accelerate
its approach to product development through seasonal menus and targeted
specialty offerings. The Company also re-designed its prototype restaurant to
replicate the look of an old Chicago warehouse. This prototype was designed to
provide a high level of energy and excitement for guests and was intended to
make the restaurants more consistent with the Company's casual dining theme. In
addition, the Company refined the name of its restaurants to "Pizzeria
Uno...Chicago Bar & Grill" to communicate its concept and broadened menu to
consumers. The Company believes that by implementing these strategic initiatives
and by keeping its menu offerings fresh and providing a relaxed, yet fun
atmosphere for its patrons, guest satisfaction and frequency will be enhanced
and its position in the casual dining segment will be strengthened.
During the fiscal year ended September 27, 1998, the Company opened four
full-service restaurants and closed two full-service restaurants. Five
full-service franchised restaurants opened during the fiscal year and eight
full-service franchise restaurants closed. During the fiscal year ending October
3, 1999, the Company anticipates opening up to six Company-owned full-service
restaurants and up to twelve franchised restaurants. The timing of these planned
openings is subject to various factors, including locating satisfactory sites
and negotiating leases and franchise agreements.
In fiscal 1998 the Company elected to adopt the provisions of Statement of
Position (SOP) 98-5 "Reporting the Costs of Start-up Activities" which requires
that pre-opening costs be expensed as incurred. In accordance with the SOP, the
adoption was reported as a cumulative effect of a change in accounting principle
and was recognized in the first quarter of fiscal 1998. The cumulative effect of
the change in accounting net of applicable taxes was $636,000, or $0.06 per
share on a diluted basis.
On November 4, 1997, the Company entered into a $55 million revolving credit
and term loan facility with Fleet National Bank and BankBoston, N.A. which
replaced the Company's $50 million revolving credit facility. The loan agreement
includes a seven year $20 million mortgage loan, a five year term loan
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for $8.4 million and a $26.6 million revolving loan due in October, 2002.
Amounts borrowed under the $55 million facility accrue interest at variable
rates based on, at the election of the Company, either the LIBOR plus 100-175
basis points or prime plus 0-50 basis points and are secured by certain real
properties owned by the Company. The agreement contains certain financial
covenants including a cash flow coverage ratio and consolidated leverage ratio.
In December 1997, the Board of Directors authorized the purchase of 500,000
shares of its Common Stock in the open market and in April 1998, the Board
increased the authorization to 1,000,000 shares. Under these authorizations, the
Company purchased 391,996 shares during the fiscal year.
In September 1998, the Board of Directors of the Company authorized the
repurchase of shares of the Company's Common Stock in a "Dutch Auction" tender
offer. The terms of the tender offer provided that the Company would purchase up
to 1,000,000 shares of its Common Stock and reserved the right to purchase more
than 1,000,000 shares under certain circumstances, at prices, not in excess of
$7.00 nor less than $5.75 per share, specified by tendering stockholders. The
Company would then select the lowest purchase price that would allow it to
purchase the 1,000,000 shares. On November 5, 1998, the Company announced that
it had repurchased 274,721 shares at a price of $7.00 per share. The total
number of shares purchased represented approximately 3% of the shares
outstanding at the time.
RESTAURANT CONCEPT AND MENU
"Pizzeria Uno...Chicago Bar & Grill" restaurants are full-service, casual
dining restaurants, featuring the Company's signature Chicago-style deep-dish
pizza and a diverse menu of high quality, moderately-priced menu items. The
Company's target market is middle to upper-middle income individuals in the 17
to 49 year-old age group. The restaurants are generally open from 11:00 a.m. to
midnight, seven days per week.
The restaurants feature the Company's signature Chicago-style deep-dish
pizzas and a selection of entrees, including thin crust pizza, pasta, fajitas,
ribs, steak and chicken, as well as a variety of appetizers, salads, sandwiches
and desserts. The Company's signature product, its Chicago-style, deep-dish
pizza, filled with ingredients such as fresh meats, spices, vegetables and real
cheeses, is baked according to proprietary recipes. The Company believes that
its proprietary recipes produce a superior pizza that is difficult to duplicate.
At the end of fiscal 1998, the Company's average check per guest for full
service Company-owned restaurants was approximately $10.50. For fiscal 1998,
sales of alcoholic beverages accounted for approximately 18% of total restaurant
sales.
RESTAURANT DESIGN AND SITE SELECTION
The Company has continually upgraded the design and decor of its restaurants
to be consistent with its theme as "Pizzeria Uno...Chicago Bar & Grill."
Pizzeria Uno restaurants are designed and decorated to provide a friendly and
comfortable atmosphere expected of full-service, casual dining restaurants and
distinguished from typical pizza restaurants. The decor elements of most
restaurants include different variations of wood, brick and brass.
During fiscal 1996, the Company re-designed its prototype restaurant to
replicate the look of an old Chicago warehouse. This prototype was designed as a
less serious, more fun experience for guests. The Company now has 15 of these
prototypes open, including seven new restaurant openings during fiscal 1997 and
two restaurants in fiscal 1998. During fiscal 1996 and fiscal 1997, the Company
developed several variations of this prototype which allows it to readily adapt
to specific new site locations by choosing from this "family" of prototype
buildings. Initial sales volumes from the latest variations of the Company-owned
prototype units have been very encouraging and will continue to be monitored as
they mature.
To ensure quality and compliance with Company standards, preliminary
exterior design, interior and kitchen design for all Company-owned and
franchised restaurants are reviewed by the Company. The
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Company's current prototypes for free-standing restaurants occupy a range of
approximately 5,200 to 6,400 square feet, with a seating capacity ranging from
180 to 210 customers.
The Company considers the specific location of a restaurant to be critical
to its long-term success and devotes significant effort to the investigation and
evaluation of potential sites. One or more of the Company's executive officers
inspect and approve the site for each Company-owned and franchised restaurant.
Within each target market area, the Company evaluates population density and
demographics, major retail and office concentration and traffic patterns. In
addition, the Company evaluates visibility, accessibility, proximity to direct
competition and various other site specific factors. Pizzeria Uno restaurants
are located in both urban and suburban markets, in free-standing buildings,
strip centers and malls. Restaurant development is currently targeted at high
profile, free-standing locations.
Historically, the Company has leased most of its restaurants to minimize
investment costs. Since fiscal 1992, however, the Company began selectively
purchasing real estate to develop new restaurants where available and when the
expected long-term cost of owning the real estate is less than the cost of
leasing. Of the 100 Company-owned restaurants open as of November 27, 1998, 81
are located in leased facilities and 19 are fee owned properties. See "Item 2.
Properties.
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RESTAURANT LOCATIONS
The following tables provide the locations for Company-owned and franchised
restaurants as of November 27, 1998.
COMPANY-OWNED RESTAURANTS (100)
COLORADO (3)
Aurora
Greenwood (a)
Westminster
CONNECTICUT (6)
Danbury
Fairfield
Manchester
Milford
Newington
West Hartford
FLORIDA (6)
Altamonte
Daytona Beach
Kissimmee
Lake Mary (a)
Orlando (2)(a)
ILLINOIS (10)
Aurora
Chicago (4)(a)(b)
Crestwood
Gurnee Mills (a)
Lombard
Schaumburg
Vernon Hills (a)
MAINE (2)
Bangor
Portland (a)
MARYLAND (6)
Baltimore
Bel Air
Bethesda
Ellicott City (a)
Towson
Waldorf
MASSACHUSETTS (25)
Boston (5)
Bellingham
Braintree
Brockton
Burlington
Cambridge (2)
Danvers
Dedham
Framingham
Hanover
Hyannis (a)
Kingston
Lynnfield (a)
Newton
Revere
Springfield
Waltham (2)(c)
Westborough
Woburn
MISSOURI (1)
St. Louis
NEW HAMPSHIRE (3)
Concord
Manchester
Nashua
NEW JERSEY (2)
Paramus
Woodbridge
NEW YORK (18)
Albany
Amherst (a)
Henrietta
Latham
Lynbrook
Massapequa
New York City
Bayside
Bay Ridge
Forest Hills
Manhattan (5)
Syracuse
Victor
Vestal
Yonkers
OHIO (2)
Columbus (2)(a)
PENNSYLVANIA (3)
Philadelphia (2)(a)
Pittsburgh
RHODE ISLAND (1)
Warwick
VERMONT (1)
Burlington (a)
VIRGINIA (9)
Ballston
Fairfax
Falls Church
Merrifield
Newport News
Norfolk
Potomac Mills (a)
Reston
Williamsburg (a)
WASHINGTON, DC (2)
Cleveland Park
Union Station
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See footnotes on next page
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FRANCHISED RESTAURANTS (69)
DOMESTIC (67)
ARIZONA (3)
Mesa
Phoenix
Tempe
CALIFORNIA (12)
Cupertino
Fremont
Los Angeles
Oakland
Sacramento
San Diego (2)
San Francisco (2)
Santa Clara
Visalia
West Hollywood
FLORIDA (3)
Miami
Orlando (2)
INDIANA (2)
Indianapolis
Merrillville
KENTUCKY (2)
Lexington
Louisville
MARYLAND (1)
Deep Creek
MASSACHUSETTS (3)
Holyoke
Springfield (2)(c)
MICHIGAN (2)
Birch Run
Bloomfield
MINNESOTA (2)
Minnetonka
Edina
NEVADA (1)
Las Vegas
NEW JERSEY (4)
Cherry Hill
Secaucus
South Plainfield
Wayne
NEW YORK (2)
Poughkeepsie
White Plains
OHIO (6)
Cincinnati (3)
Cleveland
Dayton
Mentor
OKLAHOMA (1)
Tulsa
PENNSYLVANIA (7)
Doylestown
King of Prussia
Langhorne
Media
Philadelphia (2)
Plymouth Meeting
PUERTO RICO (5)
Bayamon
Carolina
San Juan (2)(c)
San Patricio
TENNESSEE (1)
Bristol
TEXAS (4)
Addison
Arlington
Ft. Worth
Houston
WASHINGTON, DC (1)
Georgetown
WASHINGTON (2)
Lynnwood
Spokane
WISCONSIN (3)
Milwaukee
Madison (2)
INTERNATIONAL (2)
KOREA (2)
Seoul (2)(c)
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(a) Owned property
(b) Includes one Mexican restaurant and one limited seating take-out kiosk.
(c) Includes one limited seating, take-out restaurant.
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UNIT ECONOMICS
For the fiscal year ended September 27, 1998, the 90 Company-owned
restaurants open for the entire fiscal year generated average restaurant sales
of approximately $1,856,000, average restaurant operating income of
approximately $229,000 (or 12.3% of sales) and average restaurant operating cash
flow of approximately $348,000 (or 18.7% of sales). The 11 Company-owned
restaurants opened in fiscal 1997 and fiscal 1998 had an average cash investment
of approximately $1.7 million for building, leasehold improvements, furniture,
fixtures and equipment, but excludes land costs and pre-opening expenses. The
Company expects that the average cash investment required to open a full-service
Pizzeria Uno restaurant will be approximately $1.6 million, excluding land and
pre-opening expenses. In the future, the Company anticipates that it will
continue to purchase a portion of its new restaurant locations and expects that
its total investment for each fee owned unit will range between $2.1 and $2.6
million.
RESTAURANT EXPANSION
The Company intends to continue opening Company-owned restaurants in three
of its primary metropolitan markets, Boston, New York and Baltimore/Washington,
D.C. The Company is also engaged in site development efforts in Chicago and
Orlando. In fiscal 1998, the Company opened four restaurants in existing
markets. In fiscal 1999, the Company intends to open approximately six
restaurants and does not plan to enter any new markets.
The Company will continue to grant franchisees the right to expand the
Pizzeria Uno restaurant business throughout the United States and will
aggressively pursue international expansion opportunities worldwide, focusing on
South America, Southeast Asia, Mexico and Canada.
During July 1998, the Company signed an agreement with Al Bannai Enterprises
for its first international master franchise agreement providing for the
development of 22 Pizzeria Uno restaurants over seven years in United Arab
Emirates, Saudi Arabia, Egypt, Kuwait, Jordan, Oman, Qatar, Bahrain and Lebanon.
During fiscal 1998, the Company also signed letters of intent for two domestic
multi-unit development agreements in the mid-Atlantic region of the United
States. In October 1998, the Company signed an area development agreement for
the development of 10 Pizzeria Uno restaurants over six and one-half years in
North Carolina and South Carolina.
In fiscal 1998, five full-service franchised restaurants were opened, in
addition to a takery unit in Seoul, Korea, and eight full-service franchised
restaurants were closed. During fiscal 1999, the Company expects franchisees to
open approximately ten to twelve restaurants. See "Item 1. Franchise Program."
OTHER BUSINESS DEVELOPMENTS
The Company continues to expand its consumer products business principally
through distribution of its deep-dish pizza in the fresh deli and frozen food
sections of approximately 1,000 supermarkets and wholesale club stores primarily
in New England. Currently, the Company believes that Pizzeria Uno deep-dish
pizza is the leading brand of fresh, refrigerated pizza sold in New England
supermarkets. The Company continues to supply private-label thin-crust pizza to
selected New England supermarket chains. The Company continues to supply frozen
Pizzeria Uno brand, Chicago-style deep-dish pizza to American Airlines for
service on its flights. During fiscal 1998, the Company began providing Pizzeria
Uno brand, Chicago-style deep-dish pizza for sale to a third party at the
Houston Airport. The Company also provides Pizzeria Uno brand pizzas and
calzones to over 300 hotel locations and pizza products at the concession areas
in approximately 60 General Cinema theaters. Several other branded and private
label tests are underway with movie theater chains, hotel chains and major
foodservice providers.
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RESTAURANT MANAGEMENT
The staff for a typical Pizzeria Uno restaurant consists of one general
manager, an assistant general manager, one manager and approximately 50 to 70
hourly employees, many of whom are part-time personnel. Managers of
Company-owned restaurants are compensated with a salary plus a performance bonus
based on several factors, including restaurant sales and profits.
The Company conducts an initial ten-week training program for all managers
and franchisees focusing on restaurant operations. There is continuing training
of Company-owned restaurant managers through specialized training programs and
regular meetings that emphasize the areas of leadership, quality of food
preparation and service. The Company requires its food handling personnel and
alcohol serving employees to participate in a training program to ensure the
sanitary and responsible service of food and alcohol. The training program is
conducted on an ongoing basis. The Company also holds quarterly regional
meetings and an annual national meeting of franchisees and Company managers
which focus on continuing training in marketing, new products, site selection
and aspects of business management.
Each Company-owned restaurant manager and franchisee is required to comply
with an extensive operations manual which contains detailed standards and
specifications for all elements of operations. The Company monitors system wide
compliance by regular visits from Company personnel. The Company employs three
operations vice presidents and 16 regional operations directors. The regional
directors provide field supervision to both Company-owned and franchised
restaurants. Their duties include regular visits and detailed inspections of
quality, service and sanitation. As additional restaurants are opened, the
Company intends to add qualified regional directors in order to maintain quality
control.
PURCHASING
The Company negotiates directly with suppliers for all primary food
ingredients and beverage products to ensure adequate supplies and to obtain
competitive prices. The Company seeks competitive bids from suppliers on most of
its primary food ingredients on a periodic basis and no less than annually for
each supplier. The Company approves suppliers of these ingredients and products
and requires its suppliers to adhere to product specifications established by
the Company. Several key ingredients are proprietary. They are manufactured for
the Company under private label and sold to authorized distributors for resale
to Company-owned restaurants and franchisees. The Company and its franchisees
purchase substantially all food and beverage products from authorized local or
national distributors. In some cases, franchisees find it more economical to
purchase most of these products from the same distributors servicing the
Company-owned restaurants in order to take advantage of volume discounts. The
Company does not derive any income from suppliers or distributors on sales to
franchisees. All essential food and beverage products are available, or upon
short notice can be made available, from alternative qualified suppliers.
ADVERTISING AND MARKETING
For fiscal 1998, the Company spent 2.8% of restaurant and consumer product
sales on advertising and marketing. The Company relies primarily on radio,
direct mail and print advertising. Through an advertising cooperative fund, the
Company prepares regional and local advertising materials and also produces
menus and promotional programs for both franchised and Company-owned
restaurants.
Franchisees are required to contribute a fee of up to 1.0% of franchised
restaurant sales to the advertising cooperative fund, and the Company
contributes an equal percentage of Company-owned restaurant sales. Except for
the materials prepared and distributed by the Company through the advertising
cooperative fund, franchisees, with support from the Company, are responsible
for the implementation of advertising and marketing for their respective
restaurants, subject to adherence to Company established guidelines. In
addition, the Company's franchise agreement requires franchisees to spend at
least 2% of franchised restaurant sales each year on local advertising and
public relations.
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FRANCHISE PROGRAM
As of September 27, 1998, the Company had 63 franchised Pizzeria Uno
restaurants and three Uno Pizza Takery's operated by 34 franchisees located in
19 states, the District of Columbia, Puerto Rico and Seoul, Korea. The Company
has dedicated significant resources to its franchise program and will continue
to aggressively pursue domestic as well as international expansion
opportunities. The Company is in continual discussions with existing and
prospective franchisees for future development opportunities and expects to
grant additional franchises to qualified applicants with restaurant related
operating experience and requisite financial resources, both domestically and
internationally. Historically, franchises were granted on a unit-by-unit basis,
rather than by territory. The Company is currently pursuing territorial
development with franchisees for construction of more than one restaurant over a
certain period of time and within a certain geographic area.
During July 1998, the Company signed an agreement with Al Bannai Enterprises
for a master franchise agreement for the development of 22 Pizzeria Uno
restaurants in the Middle East over the next seven years. During fiscal 1998,
the Company also signed letters of intent for two domestic multi-unit
development agreements in the mid-Atlantic region of the United States. In
October 1998, the Company signed an area development agreement for the
development of 10 Pizzeria Uno restaurants over six and one-half years in North
Carolina and South Carolina. See "--General and Developments During Fiscal Year
1998" and "--Restaurant Expansion."
New domestic franchisees are required to pay at the time the development
agreement is signed a non-refundable fee of $22,500 per restaurant committed to
be developed, $17,500 of this amount will be applied to the initial franchise
fee for each Restaurant described in the development schedule. The Company's
current franchise agreement also requires franchisees to pay a unit franchise
fee of $35,000 per restaurant before signing a franchise agreement for a
specific location and a continuing monthly royalty of 5% of restaurant sales.
Royalties and franchise fees for international franchises are negotiated on an
individual basis. Royalties received by the Company averaged 4.2% of franchised
restaurant sales for the fiscal year ended September 27, 1998. The Company has a
variable royalty plan that allows royalty rate reductions from contractual rates
for those franchised restaurants meeting certain criteria. It is available only
to those franchised restaurants that do not achieve minimum sales levels during
their first five years of operation in relation to their overall capital
investment, including capitalized lease obligations. The minimum royalty rate
under the variable royalty plan is 3% and ranges up to 5%. Eleven franchised
restaurants currently qualify for some degree of royalty rate reduction under
the variable royalty plan.
The Company receives weekly and monthly sales reports from its franchisees
and, in addition, conducts random test sales audits of all franchisees on an
ongoing basis. Based upon these reports, the Company believes that the average
annualized sales for its franchised restaurants in fiscal 1998 was approximately
$1.6 million.
The franchise agreements generally prohibit the Company from granting
competing franchises or opening competing restaurants within three miles of a
franchised restaurant. The current franchise agreements have an initial term of
15 years with one successive ten year renewal period at the option of the
franchisee, provided that the agreement has not previously been terminated by
either party. Upon each renewal, the Company may require a franchisee to sign a
revised franchise agreement and to make capital expenditures to renovate the
restaurant, but may not increase the continuing monthly royalty or charge a
renewal fee. The Company retains the right to terminate a franchise agreement
for a variety of reasons, including significant and willful understatement of
gross receipts, failure to pay fees, material misrepresentation on an
application for a franchise, or material breach or default under the franchise
agreement, including failure to maintain Company operating standards. Many state
franchise laws limit the ability of a franchisor to terminate or refuse to renew
a franchise. The Company has the right to audit and receive certain monthly and
annual financial and other information from franchisees.
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The Company's initial training program for franchisees is similar to its
training program for management trainees and employees in Company-owned
restaurants. See "--Restaurant Management." In order to ensure uniform quality
standards, the Company requires franchisees to comply with Company
specifications as to space, design and decor, menu items, principal food
ingredients and day-to-day operations, as set forth in the Company's operations
manual. The Company's executives or field-service personnel on average visit
each franchise location at least four times per year.
The Company guarantees certain limited equipment and leasehold improvement
financing to qualified franchisees through an agreement with an unaffiliated
finance company. This program provides an aggregate of $25 million to the Uno
franchise system. Under this agreement, the Company guarantees financing
provided by the finance company up to the greater of $1,000,000 or 10% of the
aggregate amount funded to qualified franchisees. At September 27, 1998, there
were approximately $1.1 million of loans outstanding to franchisees. The Company
has also guaranteed up to a maximum of $400,000 of future lease payments in the
event of default by a specific franchisee.
COMPETITION
The restaurant business is highly competitive with respect to price, service
and food quality, and is often affected by changes in consumer tastes, economic
conditions and population and traffic patterns. There is also intense
competition for real estate sites, personnel and qualified franchisees. The
Company competes within each market with locally-owned restaurants as well as
with national and regional restaurant chains, some of which operate more
restaurants and have greater financial resources and longer operating histories
than the Company.
EMPLOYEES
As of September 27, 1998, the Company employed approximately 5,590 persons,
123 of whom were corporate personnel and 366 of whom were field service or
restaurant managers and trainees. The remaining employees were restaurant
personnel, many of whom were part-time. Of the 123 corporate employees, 66 were
in management positions and 57 were general office employees.
The Company considers its employee relations to be good. None of the
Company's employees is covered by collective bargaining agreements except for
employees of its three restaurants in urban Chicago who are members of the Hotel
Employees and Restaurant Employees International Union of the AFL-CIO, and who
are subject to a collective bargaining agreement with the Company through
November 30, 1999.
TRADEMARKS
The Company regards its many trademarks and service marks as having
significant value and as being an important factor in the marketing of its
products. Its most significant marks include "Uno," "Pizzeria Uno," "Pizzeria
Due," and "Pizzeria Uno... Chicago Bar & Grill." The Company's registrations of
its significant marks are subject to renewal at various times from 1998 to 2007.
However, the Company intends to renew its registration of such marks prior to
expiration. The Company's policy is to pursue registration of its marks whenever
possible and to oppose strenuously any infringement of its marks. The Company
has also initiated efforts toward international trademark registration in
support of the Company's plan to expand products and services into international
markets. The Company has received one trademark registration in Korea, where the
Company has a development agreement with an existing area licensee, and has
received several other international trademark registrations. See "--General and
Developments During Fiscal Year 1998" and "Restaurant Expansion." In Korea,
Pakistan, Indonesia and other countries, the Company has sought registration of
a variety of marks, including "Pizzeria Uno" and "Pizzeria Uno...Chicago Bar &
Grill."
11
<PAGE>
GOVERNMENT REGULATION
The Company is subject to various federal, state and local laws affecting
its business. Each of the Company's restaurants is subject to licensing and
regulation by a number of governmental authorities, which may include alcoholic
beverage control, health and safety and fire agencies in the state or
municipality in which the restaurant is located. Difficulties or failures in
obtaining the required licenses or approvals could delay or prevent the
development of a new restaurant in a particular area.
Alcoholic beverage control regulations require each of the Company's
restaurants to apply to a state authority and, in certain locations, county and
municipal authorities for a license or permit to sell alcoholic beverages on the
premises. Typically, licenses must be renewed annually and may be revoked or
suspended for cause at any time. Alcoholic beverage control regulations relate
to numerous aspects of the daily operations of the Company's restaurants,
including minimum age of patrons and employees, hours of operation, advertising,
wholesale purchasing, inventory control, and handling, storage and dispensing of
alcoholic beverages.
The Company may be subject in certain states to "dram-shop" statutes, which
generally provide a person injured by an intoxicated person the right to recover
damages from an establishment which wrongfully served alcoholic beverages to
such person. The Company carries liquor liability coverage as part of its
existing comprehensive general liability insurance.
The Company is also subject to federal and a substantial number of state
laws regulating the offer and sale of franchises. Such laws impose registration
and disclosure requirements on franchisors in the offer and sale of franchises.
These laws often also apply substantive standards to the relationship between
franchisor and franchisee and limit the ability of a franchisor to terminate or
refuse to renew a franchise.
The Company is subject to the rules and regulations of various federal,
state and local health agencies, including the United States Food and Drug
Administration (the "FDA") and the United States Department of Agriculture. The
FDA specifies standards for nutrition content claims and health claims made in
connection with food items offered in the Company's restaurants. The FDA also
prescribes the format and content of nutrition information required to appear on
labels of certain products, including the Company's line of fresh and frozen
items sold through supermarkets and wholesale clubs.
EXECUTIVE OFFICERS OF THE REGISTRANT
The executive officers of the Company and their ages are as follows:
<TABLE>
<CAPTION>
DIRECTOR
NAME AGE TITLE SINCE
- ------------------------------------------------ --- ------------------------------------------------ -----------
<S> <C> <C> <C>
Aaron D. Spencer................................ 67 Chairman and Director 1979
Craig S. Miller................................. 49 President, Chief Executive Officer and Director 1985
Paul W. MacPhail................................ 35 Executive Vice President and Chief Operating --
Officer
Robert M. Brown................................. 51 Senior Vice President-Administration and 1987
Director
Alan M. Fox..................................... 51 Senior Vice President-Purchasing, President-Uno --
Foods Inc.
Damon M. Liever................................. 44 Senior Vice President-Marketing --
Robert M. Vincent............................... 46 Senior Vice President-Finance, Chief Financial --
Officer and Treasurer
</TABLE>
12
<PAGE>
The following is certain additional information concerning each executive
officer of the Company. When used below, unless otherwise noted, positions held
with the Company include positions held with the Company's predecessors.
Mr. Spencer, the founder of the Company, has been Chairman since 1986 and
previously served as the Company's Chief Executive Officer until September 29,
1996 and as the Company's President until 1986. Mr. Spencer has 33 years of
experience in the restaurant industry and was the founder and owner of the
predecessor of the Company which operated a chain of 24 Kentucky Fried Chicken
franchised restaurants at the time the restaurants were sold.
Mr. Miller has been President since 1986 and was appointed Chief Executive
Officer on September 30, 1996. From 1986 to December 1998 he was also Chief
Operating Officer. From 1984 to 1986, he served as a Vice President and then
Executive Vice President of the Company. Prior to joining the Company, Mr.
Miller spent 11 years with the General Mills, Inc. restaurant subsidiary,
including four years in various executive capacities with Casa Gallardo Mexican
restaurants and six years with the Red Lobster restaurant chain. Mr. Miller has
a total of 31 years of experience in the restaurant industry.
Mr. MacPhail was appointed Executive Vice President and Chief Operating
Officer on December 1, 1998. Prior to that Mr. MacPhail had been Senior Vice
President-Operations since January 1997. From October 1994 to January 1997, he
served as Divisional Vice President--Operations, and from November 1992 to
October 1994, he served as a Regional Director of Operations. Prior to that, Mr.
MacPhail served with the Company as a General Manager and Senior Operations
Manager from 1990 to 1992. Prior to joining the Company, Mr. MacPhail served for
8 years as a General Manager with Ground Round, Inc. Mr. MacPhail has a total of
15 years of experience in the restaurant industry.
Mr. Brown has been Senior Vice President-Administration since July 1997 and
was Senior Vice President-Finance from 1988 to June 1997. Mr. Brown also served
as Chief Financial Officer and Treasurer from 1987 to June 1997. From 1987 to
1988, he served as Vice President-Finance of the Company. From 1984 to 1987, Mr.
Brown served as vice president, treasurer and chief financial officer of the
waste management subsidiary of Genstar Corporation, and was employed by SCA
Services, Inc. from 1980 to 1984, most recently as assistant controller. Mr.
Brown is a certified public accountant and has worked in accounting and finance
since 1969.
Mr. Fox has been Senior Vice President-Purchasing since October 1990. Also,
since 1990, Mr. Fox has been President of Uno Foods Inc., the Company's
subsidiary responsible for retail pizza distribution. Mr. Fox served as Senior
Vice President-Purchasing and Development from 1989 to 1990, and served as Vice
President of Purchasing from 1988 to 1989. Prior to joining the Company, from
1971 to 1988, Mr. Fox served as Vice President-Purchasing at Worcester Quality
Foods, Inc. a wholesale food service distributor. Mr. Fox has a total of 27
years of experience in the restaurant and food service industries.
Mr. Liever has been Senior Vice President-Marketing since January 1994. From
1993 to 1994, he served as Vice President-Marketing of the Company. Prior to
joining the Company, Mr. Liever served as Vice President-Marketing for the
Black-Eyed Pea restaurant division of Unigate PLC from 1991 to 1993. From 1981
to 1991, Mr. Liever held several senior marketing positions with Pepsico
subsidiaries, including Frito-Lay and Taco Bell. Mr. Liever has a total of 11
years of experience in the restaurant industry.
Mr. Vincent has been Senior Vice President-Finance, Chief Financial Officer
and Treasurer since July 1997. Prior to that, he served as Vice
President-Finance and Controller from November 1992 to June 1997. From April
1992 to October 1992, he served as Controller of the Company. Prior to joining
the Company, Mr. Vincent served as Chief Financial Officer and Vice
President-Finance at Omega Corporation from 1988 to 1992, and Vice
President-Finance at Boston Restaurant Associates from 1985 to 1988. From 1976
to 1985 Mr. Vincent worked at Ogden Corporation in a variety of finance
positions. Mr. Vincent has 22 years experience in accounting and finance.
Officers are elected by, and serve at the pleasure of, the Board of
Directors.
13
<PAGE>
See also "ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT,"
"ITEM 11. EXECUTIVE COMPENSATION," "ITEM 12. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT," and "ITEM 13. CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS."
ITEM 2. PROPERTIES
The Company owns a 30,000 square foot production plant in Brockton,
Massachusetts. The production plant produces frozen product for service aboard
American Airlines flights, at concession areas in General Cinema theaters and
hotels, as well as fresh, refrigerated pizzas that are sold in approximately
1,000 supermarkets and wholesale club stores throughout New England. This
facility provides sufficient capacity to support double the level of sales
achieved in fiscal 1998. See "ITEM 1. Other Business Development."
As of September 27, 1998, the Company leased 79 and owned 18 of the
locations for its restaurants. Since fiscal 1992, the Company began selectively
purchasing real estate to develop new restaurants where available and when the
expected long-term cost of owning the real estate is less than the cost of
leasing. A list of Company-owned properties is presented in "ITEM 1. Restaurant
Locations." During fiscal 1998, the Company purchased a property in Vernon
Hills, IL for which restaurant operations commenced on November 2, 1998. The
Company expects to purchase approximately one or two additional restaurant
properties in fiscal 1999.
The leases for Company-owned restaurants typically have initial terms of 20
years with certain renewal options and provide for a base rent plus real estate
taxes, insurance and other expenses, plus additional percentage rents based on
revenues of the restaurant. All of the Company's franchised restaurants are in
space leased from parties unaffiliated with the Company. Franchised restaurant
leases typically have lease terms through the initial term of the franchise
agreements.
One of the Company-owned restaurants in Boston, Massachusetts is located on
the first floor of a six-story office building owned by Aaron D. Spencer,
Chairman of the Company. Mr. Spencer has leased the entire building to the
Company pursuant to a five-year lease, which ended on March 29, 1997, at a rent
of $162,000 per year. The Company and Mr. Spencer have reached an agreement in
principal to extend the lease, and are currently in the stage of finalizing the
lease for execution. The Company continues to pay $162,000 of rent per year on a
tenancy at will basis in the interim. The Company is responsible for all taxes,
utilities, insurance, maintenance and repairs. The lease provided that if Mr.
Spencer or the Company terminates the lease, a new lease between the Company and
Mr. Spencer relating only to the restaurant space of the building would become
effective immediately. The Company currently sublets all but the restaurant
space at rents which approximate the $162,000 annual rent that it is obligated
to pay Mr. Spencer. Management believes that the terms are comparable to those
otherwise available in the real estate market.
The Company's executive offices are located in two adjacent buildings in
West Roxbury, Massachusetts. The first, a three-story building owned by Mr.
Spencer, is leased to the Company pursuant to a five-year lease, commencing on
March 30, 1987, with options to renew for two additional five-year periods. Rent
during the initial term of the lease was $30,000 per year. Currently, the second
of the two five-year options has been exercised at a rate of $43,200 per year.
The Company is responsible for all taxes, utilities, insurance, maintenance and
repairs. The adjacent facility, a two-story building owned by Mr. Spencer's
children, is also leased to the Company pursuant to a 15 year term commencing on
February 1, 1990, with options to renew for three additional five-year periods.
Rent during the first five years of the initial term of the lease was $106,800
per year, increasing to $128,160 per year for the next five years, and to
$153,792 for the final five years of the initial term of the lease. The Company
is responsible for all taxes, utilities, insurance, maintenance and repairs.
Rent during any option period will be 120% of the rent for the prior term of the
lease. Management believes that the terms of the leases for the two offices are
as favorable as
14
<PAGE>
otherwise available in the real estate market. With the two buildings, the
executive offices currently consist of approximately 25,000 square feet and
house the Company's executive, administrative and clerical offices.
The Company also owns a 12,000 square foot warehouse/training facility in
Norwood, Massachusetts. A portion of this facility contains classrooms and is
currently being used for the training and instruction of restaurant management
trainees. The remainder of the building is warehouse space and is being used to
store Company records and artifacts used in its restaurant properties.
ITEM 3. LEGAL PROCEEDINGS
As of November 27, 1998, the Company was not a party to any material pending
legal proceedings other than ordinary routine litigation incidental to the
Company's business.
On January 23, 1997, a class action complaint (the "Complaint") was filed by
Rhonda D'Ambrosio against the Company and certain of its subsidiaries in the
Suffolk Superior Court of the Commonwealth of Massachusetts. The Complaint
alleges that the Company, through its advertisements, made false and misleading
representations about the fat content of the Company's thin crust pizzas. The
plaintiff seeks to have the action maintained as a class action and seeks to
recover unspecified damages allegedly sustained by the plaintiff and the other
members of the class. The class is alleged to include all purchasers of the
Company's "Thinzettas"-Registered Trademark- thin crust pizzas who relied upon,
and sustained damage as a result of, the alleged misrepresentations. The matter
has been settled by the Company reimbursing the Plaintiff for her legal fees not
to exceed $5,000. Settlement documents are in the process of being executed.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
15
<PAGE>
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
MARKET INFORMATION
The Company's Common Stock, $.01 par value, is listed on the New York Stock
Exchange under the symbol "UNO." The table below sets forth the range of high
and low sales prices on the New York Stock Exchange for the period from
September 30, 1996 to September 27, 1998:
<TABLE>
<CAPTION>
COMMON STOCK
PRICE
--------------------
<S> <C> <C>
HIGH LOW
--------- ---------
FISCAL YEAR ENDED SEPTEMBER 28, 1997
- -----------------------------------------------------------------------------------------------
First Quarter.................................................................................. $ 7.875 $ 6.375
Second Quarter................................................................................. $ 7.375 $ 6.375
Third Quarter.................................................................................. $ 7.25 $ 5.875
Fourth Quarter................................................................................. $ 7.25 $ 5.813
FISCAL YEAR ENDED SEPTEMBER 27, 1998
- -----------------------------------------------------------------------------------------------
First Quarter.................................................................................. $ 7.50 $ 6.25
Second Quarter................................................................................. $ 7.375 $ 5.813
Third Quarter.................................................................................. $ 7.688 $ 7.00
Fourth Quarter................................................................................. $ 7.625 $ 5.75
</TABLE>
NUMBER OF STOCKHOLDERS
As of September 27, 1998, there were approximately 2,300 beneficial owners
of the Company's Common Stock.
DIVIDENDS
The Company has never paid any cash dividends on its Common Stock and for
the foreseeable future intends to continue its policy of retaining earnings to
finance the development and growth of the Company. The Board of Directors may
reconsider this policy from time to time in light of conditions then existing,
including the Company's earnings performance, financial condition and capital
requirements. Pursuant to the Company's $55 million revolving credit and term
loan agreement entered into in November 1997, the Company is subject to various
financial and operating covenants, including limitations on the payment of cash
dividends. The most restrictive limitations, in general, preclude the Company
from paying cash dividends, if such payment, when aggregated with certain other
payments, would exceed 35% of net income for the then most recent four quarter
period or would cause certain net tangible asset and debt ratios to be exceeded.
16
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
FISCAL YEAR ENDED
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
----------------------------------------------------------
SEPT. 27 SEPT. 28 SEPT. 29 OCT. 1 OCT. 2
1998 1997 1996 1995 1994
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
REVENUES
Restaurant sales..................................... $ 177,343 $ 164,389 $ 159,581 $ 146,100 $ 112,674
Consumer product sales............................... 9,384 9,115 8,351 8,477 7,418
Franchise income..................................... 4,549 4,516 4,209 4,129 3,973
---------- ---------- ---------- ---------- ----------
191,276 178,020 172,141 158,706 124,065
COSTS AND EXPENSES
Cost of food and beverages........................... 48,567 43,994 44,064 39,420 30,177
Labor and benefits................................... 58,139 54,183 51,868 47,377 36,935
Occupancy costs...................................... 27,988 27,045 26,339 22,925 18,979
Other operating costs................................ 18,086 16,067 15,890 13,583 10,751
General and administrative........................... 13,661 13,384 12,155 11,229 9,277
Depreciation and amortization........................ 12,183 12,469 12,964 10,795 7,655
Special charges...................................... 4,000 3,937
---------- ---------- ---------- ---------- ----------
178,624 171,142 167,217 145,329 113,774
---------- ---------- ---------- ---------- ----------
OPERATING INCOME..................................... 12,652 6,878 4,924 13,377 10,291
INTEREST AND OTHER EXPENSE........................... 3,661 2,827 2,481 1,944 845
---------- ---------- ---------- ---------- ----------
INCOME BEFORE INCOME TAXES........................... 8,991 4,051 2,443 11,433 9,446
Provision for income taxes........................... 2,968 1,378 757 4,230 3,690
---------- ---------- ---------- ---------- ----------
INCOME BEFORE CUMULATIVE EFFECT OF CHANGE IN
ACCOUNTING PRINCIPLE............................... 6,023 2,673 1,686 7,203 5,756
Cumulative effect of change in accounting principle
for pre-opening costs, net of income tax benefit of
$313............................................... 636
---------- ---------- ---------- ---------- ----------
NET INCOME........................................... $ 5,387 $ 2,673 $ 1,686 $ 7,203 $ 5,756
---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ----------
NET INCOME PER COMMON SHARE:
Income before cumulative effect of change in
accounting principle............................... $ 0.55 $ 0.22 $ 0.13 $ 0.60 $ 0.51
Cumulative effect of change in accounting
principle.......................................... (0.06)
---------- ---------- ---------- ---------- ----------
Basic net income per common share.................... $ 0.49 $ 0.22 $ 0.13 $ 0.60 $ 0.51
---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ----------
Diluted net income per common share.................. $ 0.49 $ 0.22 $ 0.13 $ 0.58 $ 0.51
---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ----------
WEIGHTED-AVERAGE SHARES OUTSTANDING
Basic................................................ 10,873 11,951 12,694 12,079 11,261
---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ----------
Diluted.............................................. 10,932 12,008 12,756 12,364 11,360
---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ----------
</TABLE>
17
<PAGE>
<TABLE>
<CAPTION>
FISCAL YEAR ENDED
(AMOUNTS IN THOUSANDS, EXCEPT NUMBER OF RESTAURANTS)
----------------------------------------------------------
SEPT. 27 SEPT. 28 SEPT. 29 OCT. 1 OCT. 2
1998 1997 1996 1995 1994
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Total assets......................................... $ 143,195 $ 143,732 $ 135,065 $ 125,260 $ 92,153
Long-term debt, net of current portion............... 38,676 42,516 37,085 21,750 17,703
Capital lease obligations, net of current portion.... 666 867 1,056 749 820
Treasury stock....................................... 22,616 19,877 10,653 2,900
Total shareholders' equity........................... 73,669 70,880 77,136 83,127 55,958
OPERATING DATA:
SYSTEM-WIDE SALES(a)
Company-owned........................................ $ 174,716 $ 160,045 $ 151,178 $ 136,659 $ 110,272
Franchised........................................... 104,723 101,512 94,718 91,670 87,646
---------- ---------- ---------- ---------- ----------
TOTAL................................................ $ 279,439 $ 261,557 $ 245,896 $ 228,329 $ 197,918
---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ----------
AVERAGE RESTAURANT SALES(b)
Company-owned........................................ $ 1,854 $ 1,818 $ 1,846 $ 1,925 $ 1,886
Franchised........................................... 1,629 1,579 1,549 1,552 1,488
NUMBER OF RESTAURANTS
Company-owned(c)..................................... 97 97 92 87 66
Franchised(d)........................................ 66 69 67 61 61
---------- ---------- ---------- ---------- ----------
TOTAL AT YEAR END.................................... 163 166 159 148 127
---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ----------
</TABLE>
- ------------------------
(a) Pizzeria Uno full-service restaurants.
(b) Pizzeria Uno full-service restaurants, annualized.
(c) Includes one Mexican restaurant and two quick-service Uno units in 1998; one
Mexican restaurant and four quick-service Uno units in 1997; one Mexican
restaurant, two Bay Street Grill restaurants and three quick-service Uno
units in 1996; one Mexican restaurant, three Bay Street Grill restaurants
and four quick-service Uno units in 1995; one Mexican restaurant and two
quick-service Uno units in 1994.
(d) Includes three quick-service Uno units in 1998; three quick-service Uno
units in 1997; four quick-service Uno units in 1996; two quick-service units
in 1995 and 1994.
18
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following table sets forth the percentage relationship to total
revenues, unless otherwise indicated, of certain items included in the Company's
income statements and operating data for the periods indicated:
<TABLE>
<CAPTION>
52 WEEKS 52 WEEKS 52 WEEKS
ENDED ENDED ENDED
9/27/98 9/28/97 9/29/96
----------- ----------- -----------
<S> <C> <C> <C>
REVENUES:
Restaurant sales............................................................. 92.7% 92.4% 92.7%
Consumer product sales....................................................... 4.9 5.1 4.9
Franchise income............................................................. 2.4 2.5 2.4
----- ----- -----
Total...................................................................... 100.0 100.0 100.0
COSTS AND EXPENSES:
Cost of food and beverages (1)............................................... 26.0 25.4 26.2
Labor and benefits (1)....................................................... 31.1 31.2 30.9
Occupancy costs (1).......................................................... 15.0 15.6 15.7
Other operating costs (1).................................................... 9.7 9.3 9.5
General and administrative................................................... 7.1 7.5 7.1
Depreciation and amortization(1)............................................. 6.5 7.2 7.7
Special charges (1).......................................................... 2.3 2.3
OPERATING INCOME............................................................. 6.6 3.9 2.9
INTEREST AND OTHER EXPENSE................................................... (1.9) (1.6) (1.5)
----- ----- -----
INCOME BEFORE INCOME TAXES................................................... 4.7 2.3 1.4
Provision for income taxes................................................... 1.6 .8 .4
----- ----- -----
INCOME BEFORE CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE............ 3.1 1.5 1.0
Cumulative effect of change in accounting principle for pre-opening costs,
net of income tax benefit.................................................. .3
----- ----- -----
NET INCOME................................................................... 2.8% 1.5% 1.0%
----- ----- -----
----- ----- -----
</TABLE>
- ------------------------
(1) Percentage of restaurant and consumer product sales
FISCAL YEAR 1998 COMPARED TO FISCAL YEAR 1997
Total revenues increased 7.4% to $191.3 million in fiscal 1998 from $178.0
million in the prior year. Company-owned restaurant sales increased 7.9% to
$177.3 million from $164.4 million in the prior year, due primarily to a 7.0%
increase in operating weeks of full-service Pizzeria Uno restaurants resulting
from the addition of four restaurants during the past four quarters. Comparable
store sales for the 52 weeks ended September 27, 1998 increased by 1.3%, while
average weekly sales, which includes sales at comparable stores as well as new
units, were 2.0% above last year. Sales levels for the Company's latest
variations of the new prototype units, of which there are currently seven open,
were 23% above the Company system average for the year, partially due to
increased sales volumes associated with the honeymoon period following a new
store opening.
Consumer product sales increased 3.0% to $9.4 million from $9.1 million in
fiscal 1997. Sales in the foodservice category have increased significantly as
sales to hotel chains increased approximately 54% during fiscal 1998. Also the
addition of new business due to the expansion of movie theater programs and a
19
<PAGE>
non-branded program with a national restaurant chain have contributed to the
growth in the foodservice category. There was a decline in sales volumes for
existing customers in the fresh refrigerated and wholesale club categories of
the business as the competition for shelf space has intensified and the presence
of fresh prepared food venues has proliferated over the last several years. The
Company continues to test several branded and private label products with
various movie theater chains, hotel chains and foodservice providers. See "Item
1 Business--Other Business Developments."
Franchise income increased 0.7% to $4.5 million in fiscal 1998. Royalty
income increased 1.9% in fiscal 1998, as average weekly sales increased by 2.3%.
Operating weeks were essentially flat versus last year, as five new full-service
restaurants opened and eight full-service units closed in fiscal 1998. Initial
franchise fees totaled $133,300 for fiscal 1998 compared to $182,500 in fiscal
1997.
In fiscal 1998 the Company elected to adopt the provisions of SOP 98-5
"Reporting the Costs of Start-up Activities" which requires that pre-opening
costs be expensed as incurred. In accordance with the SOP, the adoption is
reported as a cumulative effect of a change in accounting and is recognized in
the first quarter of fiscal 1998. The cumulative effect of the change in
accounting net of applicable taxes was $636,000, or $0.06 per share on a diluted
basis. In fiscal 1997 the Company recorded special charges in the amount of $4.0
million, consisting of an asset impairment charge of $3.3 million and store
closing costs of $0.7 million. The $3.3 million asset impairment charge was
recorded to reduce the carrying value of equipment and leaseholds at two
full-service Pizzeria Uno restaurants to their fair market value and resulted
from weak operating results and negative cash flow. The store closure costs
represent remaining minimum lease payments of one full-service Pizzeria Uno
restaurant which was closed during fiscal 1997.
Operating income was $12.7 million which represents an operating margin of
6.6% for fiscal year 1998. For fiscal year 1997, operating income was $6.9
million which represents an operating margin of 3.9%. Fiscal year 1997 operating
income, exclusive of the special charges, was $10.9 million which represents an
operating margin of 6.1%. The improvement in operating income and operating
margin in fiscal 1998 was primarily due to sales leverage gains in occupancy,
depreciation and overhead cost categories.
Cost of food and beverages as a percentage of restaurant and consumer
product sales increased to 26.0% for fiscal 1998 from 25.4% the prior year. This
increase primarily reflects higher cheese costs and cost increases associated
with the system-wide rollout of the new menu initiative.
Labor and benefits as a percentage of restaurant and consumer product sales
decreased slightly to 31.1% for fiscal 1998 from 31.2% the prior year, as an
increase in the average hourly wage rate and increasing salaries for entry level
managers were offset by productivity gains in restaurant operations and lower
benefit expense.
Occupancy costs as a percentage of restaurant and consumer product sales
decreased to 15.0% for fiscal 1998 from 15.6% the prior year due to sales
leverage gains and lower security expense.
Other operating costs increased as a percentage of restaurant and consumer
product sales to 9.7% for fiscal 1998 from 9.3% the prior year, primarily due to
the inclusion of $938,000 of current year pre-opening costs. Previously in
fiscal 1997 these costs were included in the depreciation and amortization
category.
General and administrative expenses as a percentage of total revenues for
fiscal year 1998 decreased to 7.1% from 7.5% in fiscal 1997. This decrease was
due to leverage gains associated with higher sales volumes.
Depreciation and amortization expense as a percentage of restaurant and
consumer product sales decreased to 6.5% for fiscal 1998 from 7.2% the prior
year, due to the change in accounting for pre-opening amortization. Excluding
this accounting change, depreciation and amortization expense would have been
down 0.2% as a percentage of sales due to sales leverage gains.
20
<PAGE>
Other expense increased to $3.7 million or 1.9% as a percentage of total
revenues in fiscal 1998 from $2.8 million or 1.6% of total revenues in the prior
year. This increase was principally due to higher interest expense associated
with the increased level of debt due to the repurchase of 1.2 million shares
under the 1997 "Dutch Auction" tender offer.
The effective income tax rate decreased to 33% for fiscal 1998 from 34% in
fiscal 1997, primarily due to reductions in unfavorable permanent differences.
FISCAL YEAR 1997 COMPARED TO FISCAL YEAR 1996
Total revenues increased 3.4% to $178.0 million in fiscal 1997 from $172.1
million in the prior year. Company-owned restaurant sales increased 3.0% to
$164.4 million from $159.6 million in the prior year, due primarily to a 7.5%
increase in operating weeks of full-service Pizzeria Uno restaurants resulting
from the addition of seven restaurants during fiscal 1997. Comparable store
sales for the 52 weeks ended September 28, 1997 declined by 1.7%, while average
weekly sales, which includes sales at comparable stores as well as new units,
were 1.5% below prior year. Sales levels for the Company's new prototype units
were 5% above the Company system average for fiscal 1997.
Consumer product sales increased 9.2% to $9.1 million in fiscal 1997 from
$8.4 million in fiscal 1996. Sales in the foodservice category increased
significantly as sales to American Airlines increased approximately 37% during
fiscal 1997. Also the addition of new business due to the expansion of the
Doubletree Hotels and General Cinema programs contributed to the growth in the
foodservice category. There was a decline in sales volumes for existing
customers in the fresh refrigerated and wholesale club categories of the
business. During the fourth quarter of fiscal 1997 the Company began shipments
to an international supermarket chain, Sainsbury's Supermarket PLC, and
continues to test several branded and private label products with other
supermarket and foodservice providers. See "Item 1 Business--Other Business
Developments."
Franchise income increased 7.3% to $4.5 million in fiscal 1997 from $4.2
million the prior year. Royalty income increased 7.1% in fiscal 1997, as average
weekly sales increased by 2.3%. Operating weeks increased by 5.6%, as six new
full-service restaurants opened and three full-service units closed in fiscal
1997. Sales volumes for the six new franchised restaurants opened in fiscal 1997
annualized at approximately $2.1 million. Initial franchise fees totaled
$182,500 for fiscal 1997 compared to $162,500 in fiscal 1996.
In fiscal 1997 the Company recorded special charges in the amount of $4.0
million, consisting of an asset impairment charge of $3.3 million and store
closing costs of $0.7 million. The $3.3 million asset impairment charge was
recorded to reduce the carrying value of equipment and leaseholds at two
full-service Pizzeria Uno restaurants to their fair market value and resulted
from weak operating results and negative cash flow. The store closure costs
represent remaining minimum lease payments of one full-service Pizzeria Uno
restaurant which was closed during fiscal 1997. In fiscal 1996 the Company
recorded an asset impairment charge of $3.9 million to adjust the carrying value
of those assets identified as impaired. The charge consisted of $1.0 million for
three Uno Pizza Takery's, $1.6 million for one full-service Pizzeria Uno
restaurant and $1.3 million for certain assets of three Bay Street Grill
restaurants. The assets written down include the Bay Street trademark and
leasehold improvements and equipment of the aforementioned stores.
Operating income was $6.9 million which represents an operating margin of
3.9% for fiscal year 1997. For fiscal year 1996, operating income was $4.9
million which represents an operating margin of 2.9%. Operating income,
exclusive of the special charges, was $10.9 million in fiscal 1997 and $8.9
million in fiscal 1996, which represents an operating margin of 6.1% and 5.1%,
respectively. The improvement in operating income and operating margin in fiscal
1997 was due to lower cost of sales, a reduction in advertising spending and
lower pre-opening amortization.
21
<PAGE>
Cost of food and beverages as a percentage of restaurant and consumer
product sales decreased to 25.4% for fiscal 1997 from 26.2% the prior year. This
decline primarily reflects lower cheese costs and overall lower commodity prices
on key product ingredients. Partially offsetting these decreases were changes in
menu products, promotions and pricing intended to enhance customers' value
perception.
Labor and benefits as a percentage of restaurant and consumer product sales
increased slightly to 31.2% for fiscal 1997 from 30.9% the prior year,
principally due to an increase in the average hourly wage rate and increasing
salaries for entry level managers. The increase in the average hourly wage rate,
due primarily to the increase in the federal minimum wage increase, was
partially offset by productivity gains in restaurant operations.
Occupancy costs as a percentage of restaurant and consumer product sales
decreased to 15.6% for fiscal 1997 from 15.7% the prior year due to slightly
lower real estate taxes and a reduction in repair and maintenance expense.
Other operating costs decreased as a percentage of restaurant and consumer
product sales to 9.3% for fiscal 1997 from 9.5% the prior year, primarily due to
lower advertising expenditures.
General and administrative expenses as a percentage of total revenues for
fiscal year 1997 increased to 7.5% from 7.1% in fiscal 1996. This increase was
due to higher legal expense related to the resolution of several legal matters
(none of which were material), and higher salary and benefit expense relating to
increased staffing in the franchise and operations areas.
Depreciation and amortization expense as a percentage of restaurant and
consumer product sales decreased to 7.2% for fiscal 1997 from 7.7% the prior
year, due to lower pre-opening amortization.
Other expense increased to $2.8 million or 1.6% as a percentage of total
revenues in fiscal 1997 from $2.5 million or 1.5% of total revenues in the prior
year. This increase was principally due to higher interest expense associated
with the increased level of debt due to the Company's ownership of an increasing
number of restaurant properties and the repurchase of 1.2 million shares under
the "Dutch Auction" tender offer.
The effective income tax rate increased to 34% for fiscal 1997 from 31% in
fiscal 1996, primarily due to the impact of tax credits, which remained
consistent from fiscal 1996, being applied against a higher pre-tax income.
LIQUIDITY AND SOURCES OF CAPITAL
The following table (000's omitted) presents a summary of the Company's cash
flows for fiscal 1998.
<TABLE>
<S> <C>
Net cash provided by operating activities.......................................... $ 18,403
Net cash used in investing activities.............................................. (12,115)
Net cash used in financing activities.............................................. (5,744)
---------
Increase in cash................................................................... $ 544
---------
---------
</TABLE>
Historically, the Company has leased most of its restaurant locations and
pursued a strategy of controlled growth, financing its expansion principally
from operating cash flow, equity offerings and from the issuance of senior,
unsecured notes and short-term borrowing under revolving lines of credit. During
fiscal 1998, the Company's investment in property, equipment and leasehold
improvements was $12.1 million.
22
<PAGE>
The Company opened four restaurants during fiscal 1998 and currently expects
to open six restaurants in fiscal 1999. The Company projects that the average
cash investment required to open a full-service Pizzeria Uno restaurant,
excluding land and pre-opening costs, will be approximately $1.6 million.
As of September 27, 1998, the Company had outstanding indebtedness of $37.8
million under its $55 million credit facility (the "$55 million facility"), $4.8
million under its MetLife Capital mortgage program, and $0.9 million in capital
lease obligations. The $55 million facility consists of three components, a
$26.6 million revolver, a $20 million mortgage facility and a $8.4 million loan.
The $26.6 million revolver is due in October 2002. The $20 million mortgage
facility is due in 27 quarterly installments of $500,0000 plus interest
commencing on January 31, 1998 with a final installment of the outstanding
principal plus interest due in October 2004. The $8.4 million term loan is due
in 20 quarterly installments of $420,000 plus interest commencing on January 31,
1998 with final maturity due in October 2002. Amounts borrowed under the $55
million facility accrue interest at variable rates based on, at the election of
the Company, either the LIBOR plus 100-175 basis points or prime plus 0-50 basis
points and are secured by certain real properties owned by the Company. The
Company anticipates using the revolver portion of the $55 million facility for
the development of additional restaurants and for working capital needs.
In December 1996, the Company entered into a 15 year mortgage loan agreement
with MetLife Capital Financial Corporation in the original aggregate principal
amount of $5.1 million. The loan agreement is secured by mortgages on five
Company owned full-service properties in Orlando, FL, Amherst, NY, Paoli, PA,
Williamsburg, VA and Columbus, OH. The loan has a fixed annual interest rate of
8.75% and requires monthly payments of principal and interest.
In July 1998, the Company entered into a three year interest rate swap
agreement involving the exchange of floating rate interest payment obligations
for fixed rate interest payment obligations. The notional amount of this
interest rate swap agreement was $10 million. In October 1995, the Company
entered into a five year interest rate swap agreement involving the exchange of
floating rate interest payment obligations for fixed rate interest payment
obligations. The notional amount of this interest rate swap agreement was $20
million. The Company entered into these agreements in order to manage interest
costs and risks associated with fluctuating interest rates and does not enter
into these contracts for trading purposes.
In September 1998, the Board of Directors of the Company authorized the
repurchase of 1.0 million shares of the Company's Common Stock though a "Dutch
Auction" tender offer. The terms of the tender offer provided that the Company
would purchase up to 1,000,000 shares (subject to increase under certain
circumstances) of its Common Stock at prices, not in excess of $7.00 nor less
then $5.75 per share, specified by tendering stockholders. The Company would
then select the lowest purchase price that would allow it to purchase the
1,000,000 shares. On October 30, 1998 the Company completed the repurchase of
274,721 shares at a price of $7.00 per share. The total number of shares
purchased represented approximately 3% of the shares outstanding at the time.
The Company used a portion of its $55 million credit facility to purchase the
shares tendered.
The Company believes that existing cash balances, cash generated from
operations and borrowing under its $55 million facility will be sufficient to
satisfy the Company's working capital and capital expenditure requirements for
the foreseeable future.
YEAR 2000 COMPLIANCE
The Company has completed its initial assessment of its computer systems to
identify the systems that could be affected by the "Year 2000" issue and has
developed an implementation and compliance plan to resolve the issue. The
Company's current plan calls for implementation to be completed during fiscal
year 1999. The Year 2000 problem is a result of computer programs being written
using two digits rather than four to define the applicable year. Any of the
Company's programs that have time sensitive software may
23
<PAGE>
recognize the date using "00" as the year 1900 rather than the year 2000, which
could result in system failures or miscalculations using existing software.
In addition to the assessment of in-house computer systems, the Company is
in the process of assessing the readiness of its vendors, franchise partners and
non-information technology equipment for the Year 2000 issue. The Company has
begun discussions with its major distributor regarding Year 2000 issues and has
verified that its credit card processing vendor is Year 2000 compliant.
Contingency plans will be developed in the event that business-critical vendors
or franchise partners do not provide the Company with satisfactory evidence of
their Year 2000 readiness. The Company intends to make every reasonable effort
to assess the Year 2000 readiness of these critical business partners and to
create action plans to address the identified risks. The Company has determined
that the most reasonably likely worst case scenario would result from the
inability to acquire food supplies from our foodservice distributors. The
Company is currently assessing this possibility and will develop a contingency
plan to assure that there is adequate inventory on-hand to provide service until
an alternative source of supplies becomes available. The Company believes its
operations will not be significantly disrupted if other third parties with whom
the Company has relationships with are not year 2000 compliant. The Company also
believes that it will not have any material liability to third parties as a
result of any potential non-compliance with Year 2000 issues.
All maintenance and modification costs will be expensed as incurred, while
the cost of new software, if material, is being capitalized and depreciated over
its expected useful life. Testing and remediation of all the Company's systems
and applications is expected to cost approximately $250,000, of which
approximately $100,000 has been incurred as of the end of fiscal 1998. Of the
expected total cost of testing and remediation approximately $60,000 relates to
repair issues and the remainder to replacement of equipment. All estimated costs
have been budgeted and are expected to be funded by cash flows from operations.
No information technology projects have been deferred due to Year 2000
compliance efforts. The Company is not pursing independent verification of its
systems as it believes that any effort would be as costly as the remediation
effort and is not warranted at this time.
The Company does not believe the costs related to the Year 2000 compliance
project will be material to its financial position or results of operations.
However, the cost of the project and the date on which the Company plans to
complete the Year 2000 modifications are based on management's best estimates,
which were derived utilizing numerous assumptions of future events including the
continued availability of certain resources, third party modification plans, and
other factors. Unanticipated failures by critical vendors, franchise partners,
as well as the failure by the Company to execute its own remediation efforts
could have a material adverse effect on the cost of the project and its
completion date. As a result, there can be no assurance that these
forward-looking estimates will be achieved and the actual cost and vendor
compliance could differ materially from those plans, resulting in material
financial risk.
IMPACT OF INFLATION
Inflation has not been a major factor in the Company's business for the last
several years. The Company believes it has historically been able to pass on
increased costs through menu price increases, but there can be no assurance that
it will be able to do so in the future. Future increases in local area
construction costs could adversely affect the Company's ability to expand.
SEASONALITY
The Company's business is seasonal in nature, with revenues and, to a
greater degree, operating income being lower in its first and second quarters
than its other quarters due to reduced winter volumes.
FORWARD-LOOKING INFORMATION
Certain information in this Annual Report on Form 10-K including, but not
limited to, statements found in this "Item 7. Management's Discussion and
Analysis of Financial Condition and Results of
24
<PAGE>
Operations," may be forward-looking statements. Actual results might differ
materially from those projected in such forward-looking statements. Among the
factors that could cause actual results to differ materially are: the Company's
ability to open new restaurants and operate new and existing restaurants
profitably, which will depend upon a number of factors including the
availability of suitable sites, the negotiation of acceptable lease or purchase
terms, the securing of required governmental permits and approvals, the hiring,
training and retaining of skilled management, and the availability of adequate
financing; changes in local, regional and national economic conditions,
especially economic conditions in the areas in which the Company's restaurants
are concentrated; increasingly intense competition in the restaurant industry;
changes in consumer tastes and eating habits; increases in food, labor, employee
benefits and similar costs; and other risks detailed from time to time in the
Company's periodic earnings releases and reports filed with the Securities and
Exchange Commission and the more detailed factors discussed in the Company's
Registration Statement on Form S-2 (Reg. No. 33-59193).
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISKS
The Company has market risk exposure to interest rates on its fixed and
variable rate debt obligations and manages this exposure through the use of
interest rate swaps. The Company does not enter into contracts for trading
purposes. The information below summarizes the Company's market risk associated
with debt obligations and derivative financial instruments as of September 27,
1998. For debt obligations, the table presents principal cash flows and related
average interest rates by expected fiscal year of maturity. For variable rate
debt obligations, the average variable rates are based on implied forward rates
as derived from appropriate quarterly spot rate observations as of the fiscal
year end. For interest rate swaps, the table presents the notional amounts and
related weighted average interest rates by fiscal year of maturity. The average
variable rates are the implied forward rates as derived from appropriate
quarterly spot rate observations as of the fiscal year end.
EXPECTED FISCAL YEAR OF MATURITY
(US$ in millions)
<TABLE>
<CAPTION>
1999 2000 2001 2002 2003 THEREAFTER
--------- --------- --------- --------- --------- -------------
<S> <C> <C> <C> <C> <C> <C>
Liabilities:
Fixed Rate........................................ $ 0.2 $ 0.2 $ 0.2 $ 0.3 $ 0.3 $ 3.6
Average Interest Rate............................. 8.75% 8.75% 8.75% 8.75% 8.75%
Variable rate..................................... $ 3.7 $ 3.7 $ 3.7 $ 3.7 $ 14.5 $ 8.5
Average Interest Rate............................. 6.28% 6.21% 6.50% 6.75% 6.97%
Interest Rate Swaps:
Receive Variable/Pay Fixed........................ $ 30.0 $ 30.0 $ 30.0
Weighted Average Pay Rate....................... 5.96% 5.96% 5.84% -- -- --
Average Receive Rate............................ 4.78% 4.71% 4.96%
<CAPTION>
FAIR
VALUE
9/27/98
-----------
<S> <C>
Liabilities:
Fixed Rate........................................ $ 4.8
Average Interest Rate.............................
Variable rate..................................... $ 37.8
Average Interest Rate.............................
Interest Rate Swaps:
Receive Variable/Pay Fixed........................ $ (0.8)
Weighted Average Pay Rate.......................
Average Receive Rate............................
</TABLE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements and supplementary data are listed under Part IV,
Item 14 in this Report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
25
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The information required by this Item 10 is hereby incorporated by reference
to the text appearing under Part I, Item 1--Business, under the caption
"Executive Officers of the Registrant" at page 12 of this Report, and by
reference to the Company's definitive Proxy Statement which is expected to be
filed by the Company within 120 days after the close of its fiscal year.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item 11 is hereby incorporated by reference
to the Company's definitive Proxy Statement which is expected to be filed by the
Company within 120 days after the close of its fiscal year.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this Item 12 is hereby incorporated by reference
to the Company's definitive Proxy Statement which is expected to be filed by the
Company within 120 days after the close of its fiscal year.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this Item 13 is hereby incorporated by reference
to the Company's definitive Proxy Statement which is expected to be filed by the
Company within 120 days after the close of its fiscal year.
26
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K
(A) 1. INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Report of Independent Auditors......................................................... 31
Consolidated Balance Sheets--September 27, 1998 and September 28, 1997................. 32
Consolidated Statements of Income--Years ended September 27, 1998, September 28, 1997,
and September 29, 1996............................................................... 33
Consolidated Statements of Shareholders' Equity--Years ended September 27, 1998,
September 28, 1997, and September 29, 1996........................................... 34
Consolidated Statements of Cash Flows--Years ended September 27, 1998, September 28,
1997, and September 29, 1996......................................................... 35
Notes to Consolidated Financial Statements............................................. 36
</TABLE>
2. FINANCIAL STATEMENT SCHEDULES
All schedules for which provision is made in the applicable accounting
regulations of the Securities and Exchange Commission are not required under the
related instructions or are inapplicable and, therefore, have been omitted.
3. EXHIBITS
(3) Articles of Incorporation and By-laws.
(a) Restated Certificate of Incorporation, as amended, filed as Exhibit
3.1 to the Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended April 2, 1995 (the "April 2, 1995 Form 10-Q").*
(b) By-laws filed as Exhibit 3.2 to the April 2, 1995 Form 10-Q.*
(4) Instruments Defining the Rights of Security Holders, including
Indentures.
(a) Specimen Certificate of Common Stock filed as Exhibit 4(a) to the
Company's Annual Report on Form 10-K for the fiscal year ended
September 29, 1991 (the "1991 Annual Report on Form 10-K").*
(10) Material Contracts.
(a) Lease between the Company and Aaron D. Spencer dated March 30, 1987
for premises in West Roxbury, Massachusetts, filed as Exhibit 10.2 to
the Registration Statement on Form S-1 (Registration No.33-13100)(the
"1987 Registration Statement").*
(b) Lease between the Company and Aaron D. Spencer dated March 30, 1987
for premises in Boston, Massachusetts, filed as Exhibit 10.3 to the
1987 Registration Statement.*
(c) Lease between Uno Restaurants, Inc. and Lisa S. Cohen and Mark N.
Spencer dated February 1, 1990 for premises in West Roxbury,
Massachusetts, filed as Exhibit 10(d) to the Company's Annual Report
on Form 10-K for the fiscal year ended September 30, 1990 (the "1990
Annual Report on Form 10-K").*
(d) Form of Franchise Agreement and Area Franchise Agreement.*
27
<PAGE>
(e) Uno Restaurant Corporation 1987 Employee Stock Option Plan, as
amended, filed as Exhibit A to the Company's Proxy Statement for the
Annual Meeting of Stockholders held on February 22, 1994.* **
(f) Uno Restaurant Corporation 1989 Non-Qualified Stock Option Plan for
Non-Employee Directors, filed as Exhibit A to the Company's Proxy
Statement for the Annual Meeting of Stockholders held on February 8,
1995.* **
(g) Uno Restaurant Corporation 1993 Non-Qualified Stock Option Plan for
Non-Employee Directors, as amended, filed as Exhibit 10(g) to the
Company's Annual Report on Form 10-K for the fiscal year ended
September 28, 1997 (the "1997 Annual Report on Form 10-K").* **
(h) Uno Restaurant Corporation 1997 Employee Stock Option Plan, filed as
Exhibit A to the Company's Proxy Statement for the Annual Meeting of
Stockholders held on February 26, 1997.* **
(i) Uno Restaurant Corporation 1997 Key Officer Stock Option Plan, filed
as Exhibit A to the Company's Proxy Statement for the Annual Meeting
of Stockholders held on February 26, 1998.* **
(j) Uno Restaurant Corporation 1997 Non-Qualified Stock Option Plan for
Non-Employee Directors, filed as Exhibit B to the Company's Proxy
Statement for the Annual Meeting of Stockholders held on February 26,
1998.* **
(k) Form of Indemnification Agreement between the Company and its
Directors filed as Exhibit 10.6 to the 1987 Registration Statement.*
**
(l) Variable Royalty Plan for Franchises, filed as Exhibit 10(l) to the
1991 Annual Report on Form 10-K.*
(m) Interest Rate Swap Agreement between Fleet Bank of Massachusetts,
N.A. and Uno Restaurants, Inc. Dated October 25, 1995, filed as
Exhibit 10(k) to the Company's Annual Report on Form 10-K for the
fiscal year ended October 1, 1995 (the "1995 Annual Report on Form
10-K").*
(n) Interest Rate Swap Agreement between Fleet Bank of Massachusetts,
N.A. and Uno Restaurants, Inc. Dated July 21, 1998.
(o) Note between the Company and Craig S. Miller dated January 23, 1996,
filed as Exhibit 10(l) to the Company's Annual Report on Form 10-K
for the fiscal year ended September 29, 1996 (the "1996 Annual Report
on Form 10-K").* **
(p) Note between the Company and Craig S. Miller dated April 1, 1997,
filed as Exhibit 10(r) to the Company's Annual Report on Form 10-K
for the fiscal year ended September 28, 1997 (the "1997 Annual Report
on Form 10-K"),* and Amendment to Promissory Note and Revised Debt
Agreement dated April 7, 1998, and Second Amendment to Promissory
Note and Revised Debt Agreement dated September 27, 1998.**
(q) Form of Change in Control Protection Agreements between Uno
Restaurant Corporation and Mr. Spencer and Mr. Miller, filed as
Exhibit 10(m) to the 1997 Annual Report on Form 10-K.* **
(r) Form of Change in Control Protection Agreements between Uno
Restaurant Corporation and its Senior Vice Presidents, filed as
Exhibit 10(n) to the 1997 Annual Report on Form 10-K.* **
28
<PAGE>
(s) Form of Change in Control Protection Agreements between Uno
Restaurant Corporation and its other officers, filed as Exhibit 10(o)
to the 1997 Annual Report on Form 10-K.* **
(t) Master Lease-Purchase Agreement between ORIX Credit Alliance, Inc.,
as Lessor, and Massachusetts Industrial Finance Agency, as Lessee,
dated April 19, 1994, and Master Sublease-Purchase Agreement between
Massachusetts Industrial Finance Agency, as Sublessor, and Uno Foods
Inc. as Sublessee, dated April 19, 1994, filed as Exhibit 10(s) to
the Company's Annual Report on Form 10-K for the fiscal year ended
October 2, 1994 (the "1994 Annual Report on Form 10-K").*
(u) MetLife Capital Financial Corporation Mortgage Notes: $1,875,000
8.75% Note dated December 23, 1996 of 8250 International Drive
Corporation, $825,000 8.75% Note dated December 23, 1996 of Saxet
Corporation, $900,000 8.75% Note dated December 23, 1996 of Saxet
Corporation, $675,000 8.75% Note dated January 30, 1997 of Saxet
Corporation, $825,000 8.75% Note dated February 27, 1997 of Saxet
Corporation, each payable to the order of MetLife Capital Financial
Corporation, filed as Exhibit 10(q) to the 1997 Annual Report on Form
10-K.*
(v) $55,000,000 Revolving Credit and Term Loan Agreement dated as of
November 4, 1997 by and among Uno Restaurants, Inc. and Saxet Corp.,
as Borrowers, Uno Foods Inc., Pizzeria Uno Corporation, URC Holding
Company, Inc. and Uno Restaurant Corporation, as Guarantors, and
Fleet National Bank, as Agent and BankBoston, N.A. as Co-Agent
(without exhibits), filed as Exhibit 10(s) to the 1997 Annual Report
on Form 10-K.*
(21) Subsidiaries of the Registrant.
(23) Consent of Ernst & Young LLP, Independent Auditors.
(27) Financial Data Schedule.
- ------------------------
* In accordance with Rule 12b-23 and Rule 12b-32 under the Securities Exchange
Act of 1934, as amended, reference is made to the documents previously
filed with the Securities and Exchange Commission, which documents are
hereby incorporated by reference.
** Management Contract
(B) REPORTS ON FORM 8-K
During the fiscal quarter ended September 27, 1998, the Company did not file
any Current Reports on Form 8-K.
29
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
<TABLE>
<S> <C> <C>
UNO RESTAURANT CORPORATION
By: /s/ ROBERT M. VINCENT
-----------------------------------------
Robert M. Vincent,
SENIOR VICE PRESIDENT
Date: December 22, 1998
</TABLE>
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated.
<TABLE>
<CAPTION>
NAME TITLE DATE
- ------------------------------ -------------------------- -------------------
<C> <S> <C>
/s/ AARON D. SPENCER
- ------------------------------ Chairman and Director December 22, 1998
Aaron D. Spencer
President, Chief Executive
/s/ CRAIG S. MILLER Officer and Director
- ------------------------------ (Principal Executive December 22, 1998
Craig S. Miller Officer)
Senior Vice
/s/ ROBERT M. VINCENT President-Finance, Chief
- ------------------------------ Financial Officer and December 22, 1998
Robert M. Vincent Treasurer (Principal
Financial Officer)
/s/ ROBERT M. BROWN Senior Vice
- ------------------------------ President-Administration December 22, 1998
Robert M. Brown and Director
/s/ JOHN T. GERLACH
- ------------------------------ Director December 22, 1998
John T. Gerlach
/s/ STEPHEN J. SWEENEY
- ------------------------------ Director December 22, 1998
Stephen J. Sweeney
/s/ JAMES F. CARLIN
- ------------------------------ Director December 22, 1998
James F. Carlin
</TABLE>
30
<PAGE>
REPORT OF INDEPENDENT AUDITORS
The Board of Directors
Uno Restaurant Corporation
We have audited the accompanying consolidated balance sheets of Uno
Restaurant Corporation and subsidiaries (the Company) as of September 27, 1998
and September 28, 1997, and the related consolidated statements of income,
shareholders' equity, and cash flows for each of the three years in the period
ended September 27, 1998. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Uno Restaurant
Corporation and subsidiaries at September 27, 1998 and September 28, 1997, and
the consolidated results of their operations and their cash flows for each of
the three years in the period ended September 27, 1998, in conformity with
generally accepted accounting principles.
As discussed in Note 1 to the consolidated financial statements, during
fiscal year 1998, the Company adopted the provisions of the American Institute
of Certified Public Accountants' Statement of Position 98-5, "Reporting the
Costs of Start-up Activities."
/s/ Ernst & Young LLP
Boston, Massachusetts
November 3, 1998
31
<PAGE>
UNO RESTAURANT CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
SEPTEMBER SEPTEMBER
27 28
1998 1997
----------- -----------
(IN THOUSANDS)
<S> <C> <C>
ASSETS
Current assets:
Cash.............................................................. $ 2,030 $ 1,486
Accounts receivable, net.......................................... 1,784 2,823
Inventory......................................................... 2,296 2,326
Prepaid expenses and other assets................................. 815 809
Deferred pre-opening costs........................................ 949
----------- -----------
Total current assets................................................ 6,925 8,393
Property, equipment and leasehold improvements, net................. 125,323 125,357
Deferred income taxes............................................... 7,450 6,599
Liquor licenses and other assets.................................... 3,497 3,383
----------- -----------
$ 143,195 $ 143,732
----------- -----------
----------- -----------
</TABLE>
<TABLE>
<CAPTION>
SEPTEMBER 27 SEPTEMBER 28
1998 1997
------------ ------------
<S> <C> <C>
(IN THOUSANDS, EXCEPT PER
SHARE DATA)
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable................................................................... $ 6,589 $ 6,966
Accrued expenses................................................................... 7,949 7,563
Accrued compensation and taxes..................................................... 2,666 2,641
Income taxes payable............................................................... 995 2,076
Current portions of long-term debt and capital lease obligations................... 4,081 3,132
------------ ------------
Total current liabilities............................................................ 22,280 22,378
Long-term debt, net of current portion............................................... 38,676 42,516
Capital lease obligations, net of current portion.................................... 666 867
Other liabilities.................................................................... 7,904 7,091
Commitments and contingencies
Shareholders' equity:
Preferred Stock, $1.00 par value; 1,000 shares authorized;
no shares issued or outstanding
Common Stock, $.01 par value, 25,000 shares authorized;
13,776 shares in 1998 and 13,755 shares in 1997 issued........................... 138 138
Additional paid-in capital......................................................... 53,944 53,803
Retained earnings.................................................................. 42,203 36,816
------------ ------------
96,285 90,757
Treasury Stock (3,175 shares in 1998 and 2,791 shares in 1997, at cost)............ (22,616) (19,877)
------------ ------------
Total shareholders' equity........................................................... 73,669 70,880
------------ ------------
$ 143,195 $ 143,732
------------ ------------
------------ ------------
</TABLE>
See accompanying notes.
32
<PAGE>
UNO RESTAURANT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
YEAR ENDED
-------------------------------------
SEPTEMBER SEPTEMBER SEPTEMBER
27 28 29
1998 1997 1996
----------- ----------- -----------
(AMOUNTS IN THOUSANDS, EXCEPT PER
SHARE DATA)
<S> <C> <C> <C>
Revenues:
Restaurant sales...................................... $ 177,343 $ 164,389 $ 159,581
Consumer product sales................................ 9,384 9,115 8,351
Franchise income...................................... 4,549 4,516 4,209
----------- ----------- -----------
191,276 178,020 172,141
Costs and expenses:
Cost of food and beverages............................ 48,567 43,994 44,064
Labor and benefits.................................... 58,139 54,183 51,868
Occupancy costs....................................... 27,988 27,045 26,339
Other operating costs................................. 18,086 16,067 15,890
General and administrative............................ 13,661 13,384 12,155
Depreciation and amortization......................... 12,183 12,469 12,964
Special charges....................................... 4,000 3,937
----------- ----------- -----------
178,624 171,142 167,217
----------- ----------- -----------
Operating income........................................ 12,652 6,878 4,924
Other expense:
Interest expense...................................... 3,527 2,695 2,358
Other expense......................................... 134 132 123
----------- ----------- -----------
3,661 2,827 2,481
----------- ----------- -----------
Income before income taxes.............................. 8,991 4,051 2,443
Provision for income taxes.............................. 2,968 1,378 757
----------- ----------- -----------
Income before cumulative effect of change in accounting
principle............................................. 6,023 2,673 1,686
Cumulative effect of change in accounting principle for
pre-opening costs, net of income tax benefit of
$313.................................................. 636
----------- ----------- -----------
Net income.............................................. $ 5,387 $ 2,673 $ 1,686
----------- ----------- -----------
----------- ----------- -----------
Basic and Diluted Earnings per Share:
Income before cumulative effect of change in accounting
principle............................................. $ .55 $ .22 $ .13
Cumulative effect of change in accounting principle, net
of income tax benefit................................. (.06)
----------- ----------- -----------
Net income.............................................. $ .49 $ .22 $ .13
----------- ----------- -----------
----------- ----------- -----------
Weighted-average shares outstanding:
Basic................................................. 10,873 11,951 12,694
----------- ----------- -----------
----------- ----------- -----------
Diluted............................................... 10,932 12,008 12,756
----------- ----------- -----------
----------- ----------- -----------
</TABLE>
See accompanying notes.
33
<PAGE>
UNO RESTAURANT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL
---------------------- PAID-IN RETAINED TREASURY
SHARES AMOUNT CAPITAL EARNINGS STOCK TOTAL
--------- ----------- ----------- --------- --------- ---------
(AMOUNTS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Balance at October 1, 1995.................... 13,682 $ 137 $ 53,433 $ 32,457 $ (2,900) $ 83,127
Net income.................................. 1,686 1,686
Exercise of stock options................... 16 63 63
Purchase of Treasury Stock.................. (7,753) (7,753)
Tax benefit from exercise of nonqualified
stock options............................. 13 13
--------- ----------- ----------- --------- --------- ---------
Balance at September 29, 1996................. 13,698 137 53,509 34,143 (10,653) 77,136
Net income.................................. 2,673 2,673
Exercise of stock options................... 57 1 257 258
Purchase of Treasury Stock.................. (9,224) (9,224)
Tax benefit from exercise of nonqualified
stock options............................. 37 37
--------- ----------- ----------- --------- --------- ---------
Balance at September 28, 1997................. 13,755 138 53,803 36,816 (19,877) 70,880
Net income.................................. 5,387 5,387
Exercise of stock options................... 21 127 127
Purchase of Treasury Stock.................. (2,791) (2,791)
Contribution of Treasury Stock to 401(k)
Savings and Employee Stock Ownership
Retirement Plan........................... 2 52 54
Tax benefit from exercise of nonqualified
stock options............................. 12 12
--------- ----------- ----------- --------- --------- ---------
Balance at September 27, 1998................. 13,776 $ 138 $ 53,944 $ 42,203 $ (22,616) $ 73,669
--------- ----------- ----------- --------- --------- ---------
--------- ----------- ----------- --------- --------- ---------
</TABLE>
See accompanying notes.
34
<PAGE>
UNO RESTAURANT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
YEAR ENDED
-------------------------------------
SEPTEMBER SEPTEMBER SEPTEMBER
27 28 29
1998 1997 1996
----------- ----------- -----------
(IN THOUSANDS)
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net income.............................................. $ 5,387 $ 2,673 $ 1,686
Adjustments to reconcile net income to net cash provided
by operating activities:
Cumulative effect of change in accounting principle... 636
Depreciation and amortization......................... 12,292 12,573 13,064
Deferred income taxes................................. (851) (2,986) (2,462)
Contribution of Treasury Stock to
401(k) Savings and Employee Stock Ownership
Retirement Plan..................................... 54
Provision for deferred rent........................... 147 612 688
Loss (gain) on disposal of equipment.................. (26) (15) 19
Special charges....................................... 4,000 3,937
Changes in operating assets and liabilities:
Accounts receivable................................. 1,039 (367) (195)
Inventory........................................... 30 7 (107)
Prepaid expenses and other assets................... (237) (1,539) (693)
Accounts payable and other liabilities.............. 700 4,620 1,157
Income taxes payable................................ (768) 495 1,455
----------- ----------- -----------
Net cash provided by operating activities............... 18,403 20,073 18,549
INVESTING ACTIVITIES
Additions to property, equipment and leasehold
improvements.......................................... (12,141) (19,982) (22,909)
Proceeds from sale of fixed assets...................... 26 300 144
----------- ----------- -----------
Net cash used in investing activities................... (12,115) (19,682) (22,765)
FINANCING ACTIVITIES
Proceeds from revolving line of credit.................. 50,790 71,193 53,103
Principal payments on debt and capital lease
obligations........................................... (53,882) (62,997) (40,687)
Purchase of Treasury Stock.............................. (2,791) (9,224) (7,753)
Exercise of stock options............................... 139 295 76
----------- ----------- -----------
Net cash provided by (used in) financing activities..... (5,744) (733) 4,739
----------- ----------- -----------
Increase (decrease) in cash............................. 544 (342) 523
Cash at beginning of year............................... 1,486 1,828 1,305
----------- ----------- -----------
Cash at end of year..................................... $ 2,030 $ 1,486 $ 1,828
----------- ----------- -----------
----------- ----------- -----------
</TABLE>
See accompanying notes.
35
<PAGE>
UNO RESTAURANT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 27, 1998
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
DESCRIPTION OF BUSINESS
The Company owns and operates 94 "Pizzeria Uno...Chicago Bar & Grill" casual
dining, full-service restaurants primarily from New England to Virginia, as well
as Florida, Chicago and Denver, and franchises 63 units in 19 states, the
District of Columbia, Puerto Rico and Seoul, Korea. The Company also operates a
Mexican restaurant in Chicago and a refrigerated and frozen consumer foods
division. The consumer foods business supplies American Airlines, movie
theaters, hotel restaurants, supermarkets and wholesale club chains with both
frozen and refrigerated Pizzeria Uno brand products, as well as certain private
label products.
BASIS OF PRESENTATION
The consolidated financial statements include the accounts of Uno Restaurant
Corporation and its wholly-owned subsidiaries (the Company). All intercompany
accounts and transactions have been eliminated in consolidation.
FISCAL YEAR
The Company's fiscal year ends on the close of business on the Sunday
closest to September 30 in each year.
PRE-OPENING COSTS
In the third quarter of fiscal 1998, the Company adopted Statement of
Position (SOP) 98-5 "Reporting the Costs of Start-up Activities" which requires
that pre-opening costs be expensed as incurred. In accordance with SOP 98-5, the
adoption is reported as a cumulative effect of a change in accounting principle
and has been recognized retroactively to the first quarter of fiscal 1998. The
cumulative effect of the change in accounting principle was $636,000, net of the
income tax benefit of $313,000. The impact of adoption on fiscal 1998 results of
operations was not material.
INVENTORY
Inventory, which consists of food, beverages and supplies, is stated at the
lower of cost (first-in, first-out method) or market.
PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS
Property, equipment and leasehold improvements are recorded at cost. The
Company provides for depreciation of buildings and equipment using the
straight-line method over 25 and 7 years, respectively. Leasehold improvements
are amortized over the shorter of their estimated useful lives or the term of
the lease (generally 20 years) using the straight-line method.
REVENUE RECOGNITION-FRANCHISE FEES
The Company defers franchise fees until the franchisee opens the restaurant
and all services have been substantially performed; at that time, the fee is
recorded as income. Royalty income is recorded as earned based on rates provided
by the respective franchise agreements. Expenses related to franchise
36
<PAGE>
UNO RESTAURANT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 27, 1998
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
activities amounted to approximately $3,280,000, $3,441,000 and $3,409,000 in
fiscal years 1998, 1997 and 1996, respectively.
A summary of full-service franchise unit activity is as follows:
<TABLE>
<CAPTION>
YEAR ENDED
-------------------------------------------------------
<S> <C> <C> <C>
SEPTEMBER 27 SEPTEMBER 28 SEPTEMBER 29
1998 1997 1996
----------------- ----------------- -----------------
Units operating at beginning of year.................................. 66 63 59
Units opened.......................................................... 5 6 5
Units closed.......................................................... (8) (3) (1)
-- -- --
Units operating at end of year........................................ 63 66 63
-- -- --
-- -- --
</TABLE>
INCOME TAXES
Deferred income taxes are determined utilizing the liability method. Under
this method, deferred tax assets and liabilities are determined based on
differences between financial reporting and tax basis of assets and liabilities
and are measured using the enacted tax rates and laws that will be in effect
when the differences are expected to reverse.
ADVERTISING
The Company records advertising expense as incurred. Advertising expense was
$5,257,000, $4,897,000 and $5,242,000 for fiscal years 1998, 1997 and 1996,
respectively.
EARNINGS PER SHARE
Basic earnings per share represents net income divided by the weighted
average shares of common stock outstanding during the period. Weighted average
shares used in diluted earnings per share include 59,000, 57,000 and 61,000 for
fiscal years 1998, 1997 and 1996, respectively, of common stock equivalents
arising from stock options using the treasury stock method.
USE OF ESTIMATES
The preparation of the consolidated financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
the disclosure of contingent assets and liabilities at the date of the
consolidated financial statements and the reported amounts of revenues and costs
and expenses during the reporting period. Actual results could differ from those
estimates.
STOCK-BASED COMPENSATION
The Company has elected to follow Accounting Principles Board Opinion (APB)
No. 25, "Accounting for Stock Issued to Employees" in accounting for its
stock-based compensation plans, rather than the alternative fair value
accounting method provided for under Statement of Financial Accounting Standard
(SFAS) No. 123, "Accounting for Stock-Based Compensation," as this alternative
requires the use of
37
<PAGE>
UNO RESTAURANT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 27, 1998
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
option valuation models that were not developed for use in valuing employee
stock options. Under APB No. 25, since the exercise price of options granted
under these plans equals the market price of the underlying stock on the date of
grant, no compensation expense is recognized.
ACCOUNTING PRONOUNCEMENTS
In June 1997, the Financial Accounting Standards Board (FASB) issued SFAS
No. 130, "Reporting Comprehensive Income" and SFAS No. 131, "Disclosures About
Segments of an Enterprise and Related Information," which are effective for
fiscal year 1999. The Company believes that the adoption of these new accounting
standards will not have a material impact on the Company's consolidated
financial statements.
In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities," which is effective for fiscal year 2000.
This statement requires all derivatives to be carried on the balance sheet as
assets or liabilities at fair value. The accounting for changes in the fair
value of the derivatives would depend on the hedging relationship and would be
reported in the income statement, or as a component of comprehensive income. The
Company believes that the adoption of this new accounting standard will not have
a material impact on the Company's consolidated financial statements.
RECLASSIFICATIONS
Certain amounts in the accompanying financial statements have been
reclassified to conform with the 1998 presentation
2. SPECIAL CHARGES
During the third quarter of fiscal 1997, the Company recorded a special
charge in the amount of $4.0 million, consisting of an asset impairment charge
of $3.3 million and store closing costs of $0.7 million. The $3.3 million asset
impairment charge was recorded to reduce the carrying value of equipment and
leaseholds at two full-service Uno restaurants to their fair market value and
resulted from weak operating results and continuing negative cash flow. The
store closure costs represented remaining minimum lease payments of one
full-service Uno restaurant which was closed during 1997.
In the second quarter of fiscal 1996, the Company adopted SFAS No. 121 and
recorded a pre-tax charge of $3.9 million to adjust the carrying value of those
assets identified as impaired. The charge consisted of $1.0 million for three
Uno Pizza Takery's, $1.6 million for one full-service Uno restaurant and $1.3
million for certain assets of three Bay Street restaurants. The assets written
down include the Bay Street trademark and leasehold improvements and equipment
of the aforementioned stores. Based upon operating and cash flow results,
management believed that these units would likely continue to generate cash flow
losses and therefore reduced the carrying value of the impaired assets to fair
market value.
38
<PAGE>
UNO RESTAURANT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 27, 1998
3. PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS
Property, equipment and leasehold improvements consist of the following:
<TABLE>
<CAPTION>
SEPTEMBER 27 SEPTEMBER 28
1998 1997
------------ ------------
<S> <C> <C>
(IN THOUSANDS)
Land................................................................................. $ 16,874 $ 15,883
Buildings............................................................................ 27,823 25,265
Equipment............................................................................ 52,536 49,802
Leasehold improvements............................................................... 93,324 87,047
Construction in progress............................................................. 3,309 4,201
------------ ------------
193,866 182,198
Less allowances for depreciation and amortization.................................... 68,543 56,841
------------ ------------
$ 125,323 $ 125,357
------------ ------------
------------ ------------
</TABLE>
4. RELATED-PARTY TRANSACTIONS
The Company leases three buildings from its principal shareholder for a
restaurant and corporate office space. Rent expense in the amount of
approximately $505,000 was charged to operations in each of the fiscal years
presented. The Company believes that the terms of these leases approximate fair
rental value.
The Company's Chief Executive Officer and his brother own and operate four
franchised restaurants and pay royalties to the Company under standard franchise
agreements.
5. LEASES
The Company conducts the majority of its operations in leased facilities,
which are accounted for as capital or operating leases. The leases typically
provide for a base rent plus real estate taxes, insurance and other expenses,
plus additional contingent rent based upon revenues of the restaurant. Assets
held under capital leases were $2,881,000 at September 27, 1998 and September
28, 1997. Accumulated amortization amounted to $747,000 at September 27, 1998
and $613,000 at September 28, 1997. Capital lease asset amortization is included
in depreciation and amortization. At September 27, 1998, the minimum rental
39
<PAGE>
UNO RESTAURANT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 27, 1998
5. LEASES (CONTINUED)
commitments under all noncancelable capital and operating leases with initial or
remaining terms of more than one year are as follows:
<TABLE>
<CAPTION>
CAPITAL OPERATING
FISCAL YEAR LEASES LEASES
- ------------------------------------------------------------------------- ----------- ----------
<S> <C> <C>
(IN THOUSANDS)
1999..................................................................... $ 260 $ 9,337
2000..................................................................... 223 9,289
2001..................................................................... 75 9,384
2002..................................................................... 42 9,452
2003..................................................................... 42 9,107
Thereafter............................................................... 1,167 73,357
----- ----------
1,809 $ 119,926
----------
----------
Less amount representing interest........................................ 942
-----
Present value of net minimum lease payments.............................. 867
Less current portion of obligation under capital leases.................. 201
-----
Long-term obligation under capital leases................................ $ 666
-----
-----
</TABLE>
Total expenses for all operating leases were as follows:
<TABLE>
<CAPTION>
MINIMUM CONTINGENT
FISCAL YEAR LEASE RENTALS RENTALS TOTAL
- -------------------------------------------------------- ------------- ------------- ---------
<S> <C> <C> <C>
(IN THOUSANDS)
---------------------------------------
1998.................................................... $ 13,010 $ 689 $ 13,699
1997.................................................... 12,641 811 13,452
1996.................................................... 12,105 956 13,061
</TABLE>
Certain operating lease agreements contain free rent inducements and
scheduled rent increases which are being amortized over the terms of the
agreements, ranging from 15 to 20 years, using the straight-line method. The
deferred rent liability, included in other liabilities, amounted to $4,743,000
at September 27, 1998 and $4,596,000 at September 28, 1997.
40
<PAGE>
UNO RESTAURANT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 27, 1998
6. FINANCING ARRANGEMENTS
Long-term debt consists of the following:
<TABLE>
<CAPTION>
SEPTEMBER SEPTEMBER
27 28
1998 1997
----------- -----------
<S> <C> <C>
(IN THOUSANDS)
Revolving credit and note agreement............................................. $ 37,760 $ 40,480
8.75%, 15-year secured mortgage notes payable................................... 4,796 4,979
----------- -----------
42,556 45,459
Less current portion............................................................ 3,880 2,943
----------- -----------
$ 38,676 $ 42,516
----------- -----------
----------- -----------
</TABLE>
In November 1997, the Company amended its credit facility from $50 million
to $55 million, which includes a $26.6 million revolver due in October 2002, a
$8.4 million term loan due in 20 quarterly installments of $420,000 plus
interest commencing on January 31, 1998 and a $20.0 million mortgage facility
due in 27 quarterly installments of $500,000 plus interest also commencing on
January 31, 1998 with a final payment due in October 2004. The Company is
entitled to borrow, at its discretion, amounts which accrue interest at variable
rates based on either the LIBOR or prime rate. Amounts borrowed under the credit
facility are secured by certain real properties owned by the Company. At
September 27, 1998, interest rates on outstanding borrowings under the revolving
line of credit ranged from 7.16% to 8.75%. A commitment fee of approximately
0.38% is accrued on unused borrowings under the new credit agreement. The note
agreements contain certain financial and operating covenants, including
maintenance of certain levels of net worth and income. At September 27, 1998,
the carrying value of the Company's long-term debt approximated fair market
value.
Annual principal payments of debt are as follows (in thousands):
<TABLE>
<CAPTION>
FISCAL YEAR
- -----------------------------------------------------------------------------------
<S> <C>
1999............................................................................... $ 3,880
2000............................................................................... 3,898
2001............................................................................... 3,918
2002............................................................................... 3,940
2003............................................................................... 14,835
Thereafter......................................................................... 12,085
---------
$ 42,556
---------
---------
</TABLE>
The Company has two interest rate swap agreements which convert a portion of
its floating rate debt to a fixed-rate basis, thereby reducing the potential
impact of interest rate increases on future income. The notional amounts and
fair market value under the swap agreements amount to $30 million and ($0.8)
million, respectively. The terms range from three to five years with fixed
interest rates ranging from 5.80% to 6.04%. The differentials to be paid or
received are accrued as interest rates change and are recognized as an
adjustment to interest expense related to the debt.
41
<PAGE>
UNO RESTAURANT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 27, 1998
6. FINANCING ARRANGEMENTS (CONTINUED)
The Company made cash payments of interest of $3,598,000, $3,044,000 and
$2,845,000 during fiscal years 1998, 1997 and 1996, respectively. The Company
capitalized interest during the construction period of new restaurants which
amounted to $127,000 in fiscal year 1998, $313,000 in fiscal year 1997 and
$290,000 in fiscal year 1996 and included those amounts in leasehold
improvements.
The Company provides certain limited lease financing to qualified
franchisees through an agreement with an unaffiliated finance company. The
Company's maximum guarantee under the agreement was $1,000,000 at September 27,
1998. The Company has also guaranteed up to a maximum of $400,000 of future
lease payments in the event of default by a specific franchisee.
7. COMMON STOCK TRANSACTIONS
On September 29, 1998, the Company initiated a Dutch Auction self-tender
offer for up to 1,000,000 shares of the Company's common stock and under certain
circumstances, reserved the right to purchase in excess of 1,000,000 shares.
Under the terms of the offer, the Company invited stockholders to tender their
shares at prices ranging from $5.75 to $7.00 per share. On October 30, 1998, the
Company completed the tender offer for 274,721 shares of its common stock at
$7.00 per share.
8. PREPAID EXPENSES AND OTHER ASSETS
Prepaid expenses and other assets consist of the following:
<TABLE>
<CAPTION>
SEPTEMBER 27 SEPTEMBER 28
1998 1997
--------------- ---------------
<S> <C> <C>
(IN THOUSANDS)
Prepaid rent......................................................................... $ 442 $ 220
Prepaid operating costs.............................................................. 234 159
Prepaid insurance.................................................................... 139 430
----- -----
$ 815 $ 809
----- -----
----- -----
</TABLE>
42
<PAGE>
UNO RESTAURANT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 27, 1998
9. ACCRUED EXPENSES
Accrued expenses consist of the following:
<TABLE>
<CAPTION>
SEPTEMBER 27 SEPTEMBER 28
1998 1997
------------- -------------
<S> <C> <C>
(IN THOUSANDS)
Accrued store closure............................................ $ 1,826 $ 1,618
Accrued rent..................................................... 1,372 1,334
Accrued insurance................................................ 793 1,103
Accrued utilities................................................ 785 760
Accrued vacation................................................. 680 632
Accrued advertising.............................................. 557 561
Franchise fee deposits........................................... 486 334
Other............................................................ 1,450 1,221
------ ------
$ 7,949 $ 7,563
------ ------
------ ------
</TABLE>
10. EMPLOYEE BENEFIT PLANS
The Company maintains a 401(k) Savings and Employee Stock Ownership
Retirement Plan (the Plan) for all of its eligible employees. The Plan is
maintained in accordance with the provisions of Section 401(k) of the Internal
Revenue Code and allows all employees with at least one year of service to make
annual tax-deferred voluntary contributions up to 15% of their salary. Under the
Plan, the Company matches a specified percentage of the employees contributions,
subject to certain limitations. Total contributions made to the plan were
$214,000, $229,000 and $161,000 in fiscal years 1998, 1997 and 1996,
respectively. The 1998 contributions included $54,000 of Uno Restaurant
Corporation common stock previously held in Treasury.
The Company sponsors a Deferred Compensation Plan which allows officers to
defer up to 20% of their annual compensation. These assets are placed in a
"rabbi trust" and are presented as assets of the Company in the accompanying
balance sheet as they are available to the general creditors of the Company in
the event of the Company's insolvency. The related liability of $880,000 at
September 27, 1998 and $727,000 at September 28, 1997 is included in other
liabilities in the accompanying balance sheet. Deferred compensation expense in
the amounts of $153,000, $161,000 and $140,000 were recorded in fiscal years
1998, 1997 and 1996, respectively.
43
<PAGE>
UNO RESTAURANT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 27, 1998
11. INCOME TAXES
Deferred taxes are attributable to the following temporary differences:
<TABLE>
<CAPTION>
SEPTEMBER 27 SEPTEMBER 28
1998 1997
------------- -------------
<S> <C> <C>
(IN THOUSANDS)
Deferred tax assets:
Excess book over tax depreciation.............................. $ 2,327 $ 1,113
Deferred rent.................................................. 1,937 1,842
Accrued expenses............................................... 1,467 1,738
Asset impairment charge........................................ 1,211 1,630
Franchise fees................................................. 627 291
Other.......................................................... 376 309
------ ------
Total deferred tax assets........................................ 7,945 6,923
Deferred tax liabilities:
Other.......................................................... 495 324
------ ------
Total deferred tax liabilities................................... 495 324
------ ------
Net deferred tax assets.......................................... $ 7,450 $ 6,599
------ ------
------ ------
</TABLE>
The provision (credit) for income taxes consisted of the following:
<TABLE>
<CAPTION>
YEAR ENDED
-------------------------------------------
<S> <C> <C> <C>
SEPTEMBER 27 SEPTEMBER 28 SEPTEMBER 29
1998 1997 1996
------------- ------------- -------------
<CAPTION>
(IN THOUSANDS)
<S> <C> <C> <C>
Current:
Federal............................................................. $ 2,941 $ 3,448 $ 2,532
State............................................................... 878 916 687
------ ------ ------
3,819 4,364 3,219
Deferred:
Federal............................................................. (713) (2,435) (1,995)
State............................................................... (138) (551) (467)
------ ------ ------
(851) (2,986) (2,462)
------ ------ ------
Income tax expense.................................................... $ 2,968 $ 1,378 $ 757
------ ------ ------
------ ------ ------
</TABLE>
44
<PAGE>
UNO RESTAURANT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 27, 1998
11. INCOME TAXES (CONTINUED)
A reconciliation of the effective tax rates with the federal statutory rates
is as follows:
<TABLE>
<CAPTION>
YEAR ENDED
-------------------------------------------------
<S> <C> <C> <C>
SEPTEMBER 27 SEPTEMBER 28 SEPTEMBER 29
1998 1997 1996
--------------- --------------- ---------------
Federal statutory rate................................................ 34.0% 34.0% 34.0%
State income taxes, net of federal income tax benefit................. 4.6 4.6 5.0
Tax credits........................................................... (6.5) (7.1) (9.8)
Other................................................................. .9 2.5 1.8
--- --- ---
Effective income tax rate............................................. 33.0% 34.0% 31.0%
--- --- ---
--- --- ---
</TABLE>
The Company made income tax payments of $4,545,000, $3,936,000 and
$2,416,000 during fiscal years 1998, 1997 and 1996, respectively.
12. STOCK-BASED COMPENSATION
During 1998, the Company's shareholders ratified the 1997 Key Officer Stock
Option Plan (the Key Officer Plan) under which options were granted for 1.0
million shares of Common Stock at an exercise price of $7.50 per share. Options
vest based on the attainment of certain financial goals by the Company. The Key
Officer Plan will terminate on August 25, 2007.
During 1998, the Company also established the 1997 Non Qualified Stock
Option Plan for Non-Employee Directors (the 1997 Directors' Plan) which provides
for the granting of options to purchase up to 75,000 shares of Common Stock.
Options are to be granted at an exercise price equal to the fair market value of
the shares of Common Stock at the date of grant and vest one year after date of
grant. The 1997 Directors' Plan will terminate on February 26, 2008.
The Company also has the 1997 Employee Stock Option Plan (the Employee Plan)
which provides for the granting of options to purchase up to 1.0 million shares
of common stock. Options may be granted at an exercise price not less than fair
market value on the date of grant. All options vest at a rate of 20% per year
beginning one year after the date of grant. All options terminate ten years
after the date of grant.
The Company's 1987 Employee Stock Option Plan which contains similar
provisions to the 1997 Plan was terminated during fiscal 1997. The 1.3 million
options granted under that plan will continue to vest at a rate of 20% per year
beginning one year after the date of grant, with the exception of 93,750 options
granted to the President of the Company, which vested immediately at the date of
grant. All options terminate ten years after the date of grant, with the
exception of the 112,500 options granted to the Chairman, which terminate five
years after the date of grant.
The 1989 and 1993 Non-Qualified Stock Option Plans for Non-Employee
Directors (the Directors' Plans) provide for up to 101,563 shares of Common
Stock issuable upon exercise of options granted under the Directors' Plans. The
1989 and 1993 Directors' Plans terminate on November 10, 1999 and August 17,
2002, but such termination shall not affect the validity of options granted
prior to the dates of termination. Options are granted at an exercise price
equal to the fair market value of the shares of Common Stock at the date of
grant. Options granted under the Directors' Plans may be exercised commencing
one year after the date of grant and ending ten years from the date of grant.
45
<PAGE>
UNO RESTAURANT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 27, 1998
12. STOCK-BASED COMPENSATION (CONTINUED)
Information regarding the Company's stock option plans is summarized below:
<TABLE>
<CAPTION>
SEPTEMBER 27 SEPTEMBER 28 SEPTEMBER 29
1998 1997 1996
----------------------- ----------------------- -----------------------
<S> <C> <C> <C> <C> <C> <C>
YEAR ENDED
WEIGHTED- WEIGHTED- WEIGHTED-
AVERAGE AVERAGE AVERAGE
EXERCISE EXERCISE EXERCISE
OPTIONS PRICE OPTIONS PRICE OPTIONS PRICE
---------- ----------- ---------- ----------- ---------- -----------
Outstanding at beginning of period................ 1,237,407 $ 7.33 1,289,248 $ 7.28 1,200,287 $ 7.61
Granted........................................... 1,381,735 7.36 211,609 6.59 295,508 6.42
Exercised......................................... (18,414) 7.51 (55,667) 4.44 (15,256) 4.74
Canceled.......................................... (102,172) 6.83 (207,783) 7.06 (191,291) 8.21
---------- ----------- ---------- ----- ---------- -----
Outstanding at end of period...................... 2,498,556 $ 7.37 1,237,407 $ 7.33 1,289,248 $ 7.28
---------- ----------- ---------- ----- ---------- -----
---------- ----------- ---------- ----- ---------- -----
Options exercisable at end of period.............. 938,238 691,491 612,526
---------- ---------- ----------
---------- ---------- ----------
Options available for grant at end of period...... 593,486 854,248 377,279
---------- ---------- ----------
---------- ---------- ----------
</TABLE>
The weighted-average fair value of options granted during fiscal years 1998,
1997 and 1996, were $3.01, $2.81 and $2.83, respectively. The Company has 3.1
million shares of common stock reserved for the exercise of stock options at
September 27, 1998.
The following table presents information about significant option groups
outstanding at September 27, 1998:
<TABLE>
<CAPTION>
WEIGHTED-
AVERAGE WEIGHTED-
REMAINING AVERAGE
OPTIONS CONTRACTUAL OPTIONS EXERCISABLE
EXERCISE PRICE OUTSTANDING LIFE EXERCISABLE PRICE
- -------------------------------------------------------- ----------- --------------- ----------- -------------
<S> <C> <C> <C> <C>
$4.74-$7.25............................................. 1,031,933 7.7 years 440,574 $ 6.38
$7.50-$11.80............................................ 1,466,623 7.7 years 497,664 $ 8.56
</TABLE>
Pursuant to the requirements of SFAS No. 123, the following are the pro
forma net income and earnings per share for fiscal year 1998, 1997 and 1996 as
if the compensation cost for the stock option plans had been determined based on
the fair value at the grant date for grants in fiscal year 1998, 1997 and 1996:
<TABLE>
<CAPTION>
YEAR ENDED
-------------------------------------------
<S> <C> <C> <C>
SEPTEMBER 27 SEPTEMBER 28 SEPTEMBER 29
1998 1997 1996
------------- ------------- -------------
<CAPTION>
(IN THOUSANDS, EXCEPT PER SHARE
INFORMATION)
<S> <C> <C> <C>
Net income--as reported............................................... $ 5,387 $ 2,673 $ 1,686
Net income--pro forma................................................. $ 5,024 $ 2,590 $ 1,668
Basic and diluted earnings per share--as reported..................... $ .49 $ .22 $ .13
Basic and diluted earnings per share--pro forma....................... $ .46 $ .22 $ .13
</TABLE>
The fair value for these options was estimated at the date of grant using
the Black-Scholes option pricing model with the following weighted average
assumptions for fiscal years 1998, 1997 and 1996, respectively: risk-free
interest rates of 5.0%, 6.6% and 7.0%; no dividend yield; the volatility factors
of the
46
<PAGE>
UNO RESTAURANT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 27, 1998
12. STOCK-BASED COMPENSATION (CONTINUED)
expected market price of the Company's common stock was 37%, 40% and 42%; and a
weighted-average expected life of the options of five years.
The effects on fiscal year 1998, 1997 and 1996 pro forma net income and
earnings per share of expensing the fair value of stock options are not
necessarily representative of the effects on reported results of operations for
future years as the periods presented include only three, two and one years,
respectively, of option grants under the Company's plans.
13. QUARTERLY FINANCIAL DATA (UNAUDITED)
<TABLE>
<CAPTION>
QUARTER ENDED
--------------------------------------------------
<S> <C> <C> <C> <C>
DECEMBER 28 MARCH 29 JUNE 28 SEPTEMBER 27
1997 1998 1998 1998
------------ ----------- --------- ------------
<CAPTION>
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE
INFORMATION.)
(1)
<S> <C> <C> <C> <C>
Revenues....................................................... $ 44,968 $ 46,682 $ 48,953 $ 50,673
Gross profit (2)............................................... 8,786 8,939 10,208 11,271
Operating income............................................... 2,726 2,286 3,524 4,116
Income before income taxes..................................... 1,803 1,351 2,561 3,276
Income before cumulative effect of change in accounting
principle.................................................... 1,208 904 1,717 2,194
Net income..................................................... 572 904 1,717 2,194
Basic and diluted earnings per common share:
Before cumulative effect..................................... .11 .08 .16 .20
Net income................................................... .05 .08 .16 .20
</TABLE>
<TABLE>
<CAPTION>
QUARTER ENDED
--------------------------------------------------
<S> <C> <C> <C> <C>
DECEMBER 29 MARCH 30 JUNE 29 SEPTEMBER 28
1996 1997 1997 1997
------------ ----------- --------- ------------
<CAPTION>
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE
INFORMATION.)
<S> <C> <C> <C> <C>
Revenues....................................................... $ 42,164 $ 42,711 $ 45,387 $ 47,758
Gross profit (2)............................................... 8,345 8,618 9,604 10,545
Operating income (loss)........................................ 2,265 1,899 (908) 3,622
Income (loss) before income taxes.............................. 1,655 1,233 (1,619) 2,782
Net income (loss).............................................. 1,092 815 (1,070) 1,836
Basic and diluted earnings per common share .09 .07 (.09) .16
</TABLE>
- ------------------------
(1) The quarter ended December 28, 1997 reflects retroactive application of the
cumulative change in accounting principle adopted in the third quarter of
fiscal 1998 (see Note 1--Pre-opening Costs).
(2) Restaurant and consumer product sales, less cost of food and beverages,
labor and benefits, occupancy and other operating expenses, excluding
advertising expenses.
47
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER PAGE
- --------- -----
<S> <C> <C>
(3)(a) Restated Certificate of Incorporation *
(3)(b) By-laws *
(4)(a) Specimen Certificate of Common Stock *
(10)(a) Lease between the Company and Aaron D. Spencer dated March 30, 1987 for premises in West
Roxbury, Massachusetts *
(10)(b) Lease between the Company and Aaron D. Spencer dated March 30, 1987 for premises in Boston,
Massachusetts *
(10)(c) Lease between Uno Restaurants, Inc. and Lisa S. Cohen and Mark N. Spencer dated February 1, 1990
for premises in West Roxbury, Massachusetts *
(10)(d) Form of Franchise Agreement and Area Franchise Agreement *
(10)(e) Uno Restaurant Corporation 1987 Employee Stock Plan, and As Amended *
(10)(f) Uno Restaurant Corporation 1989 Non-Qualified Stock Option Plan for Non-Employee Directors *
(10)(g) Uno Restaurant Corporation 1993 Non-Qualified Stock Option Plan for Non-Employee Directors as
amended *
(10)(h) Uno Restaurant Corporation 1997 Employee Stock Option Plan *
(10)(i) Uno Restaurant Corporation 1997 Key Officer Stock Plan *
(10)(j) Uno Restaurant Corporation 1997 Non-Qualified Stock Option Plan for Non-Employee Directors *
(10)(k) Form of Indemnification Agreement between the Company and its Directors *
(10)(l) Variable Royalty Plan for Franchises. *
(10)(m) Interest Rate Swap Agreement between Fleet Bank of Massachusetts, N.A. and Uno Restaurants, Inc.
Dated October 25, 1995. *
(10)(n) Interest Rate Swap Agreement between Fleet Bank of Massachusetts, N.A. and Uno Restaurants, Inc.
Dated July 21, 1998.
(10)(o) Note between the Company and Craig S. Miller dated January 23, 1996. *
(10)(p) Note between the Company and Craig S. Miller dated April 1, 1997, and Amendment to Promissory
Note and Revised Debt Agreement dated April 7, 1998, and Second Amendment to Promissory Note and
Revised Debt Agreement dated September 27, 1998.
</TABLE>
48
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER PAGE
- --------- -----
<S> <C> <C>
(10)(q) Form of Change in Control Protection Agreements between Uno Restaurant Corporation and Mr.
Spencer and Mr. Miller. *
(10)(r) Form of Change in Control Protection Agreements between Uno Restaurant Corporation and its
Senior Vice Presidents. *
(10)(s) Form of Change in Control Protection Agreements between Uno Restaurant Corporation and its other
officers. *
(10)(t) Master Lease-Purchase Agreement between ORIX Credit Alliance, Inc., as Lessor, and Massachusetts
Industrial Finance Agency, as Lessee, dated April 19, 1994, and Master Sublease-Purchase
Agreement between Massachusetts Industrial Finance Agency, as Sublessor, and Uno Foods, Inc. as
Sublessee, dated April 19, 1994. *
(10)(u) MetLife Capital Financial Corporation Mortgage Notes: $1,875,000 8.75% Note dated December 23,
1996 of 8250 International Drive Corporation, $825,000 8.75% Note dated December 23, 1996 of
Saxet Corporation, $900,000 8.75% Note dated December 23, 1996 of Saxet Corporation, $675,000
8.75% Note dated January 30, 1997 of Saxet Corporation, $825,000 8.75% Note dated February 27,
1997 of Saxet Corporation, each payable to the order of MetLife Capital Financial Corporation. *
(10)(v) $55,000,000 Revolving Credit and Term Loan Agreement dated as of November 4, 1997 by and among
Uno Restaurants, Inc. and Saxet Corp., as Borrowers, Uno Foods Inc., Pizzeria Uno Corporation,
URC Holding Company, Inc. and Uno Restaurant Corporation, as Guarantors, and Fleet National
Bank, as Agent and BankBoston, N.A. as Co-Agent (without exhibits). *
(21) Subsidiaries of the Registrant.
(23) Consent of Ernst & Young LLP, Independent Auditors.
(27) Financial Data Schedule.
</TABLE>
- ------------------------
* In accordance with Rule 12b-23 and Rule 12b-32 under the Securities Exchange
Act of 1934, as amended, reference is made to the documents previously filed
with the Securities and Exchange Commission, which documents are hereby
incorporated by reference.
49
<PAGE>
Exhibit 10(n)
FLEET
21 Jul 98
Uno's Restaurants, Inc.
100 Charles Park Rd.
West Roxbury, MA
USA, 02132
Fax: 617-325-6744
Re: Interest Rate Swap Transaction (Trans/Trade No. 2088/2359)
Dear Bob Vincent:
The purpose of this letter agreement is to confirm the terms and conditions
of the Swap Transaction entered into between us on The Trade Date referred to
below (the "Swap Transaction"). This letter agreement constitutes a
"Confirmation" as referred to in the ISDA Master Agreement specified below.
The definitions and provisions contained in the 1991 ISDA Definitions (as
published by the International Swaps and Derivatives Association, Inc.) are
incorporated into this Confirmation. In the event of any inconsistency between
those definitions and provisions and this Confirmation, this Confirmation will
govern.
1. This Confirmation evidences a complete binding agreement between you and
us as to the terms of the Transaction to which this Confirmation relates. In
addition, you and we agree to use all reasonable efforts promptly to negotiate,
execute and deliver an agreement in the form of the ISDA Master Agreement
(Multicurrency-Cross Border) (the "ISDA Form"), with such modifications as you
and we will in good faith agree. If the ISDA Form is not executed and returned
to Fleet National Bank within 45 days of the date that it is sent, Fleet
National Bank may, at its option, terminate this transaction. Upon the execution
by you and us of such an agreement, this Confirmation will supplement, form part
of, and be subject to that agreement. All provisions contained or incorporated
by reference in that agreement upon its execution will govern this Confirmation
except as expressly modified below. Until we execute and deliver that agreement,
this Confirmation, together with all other documents referring to the ISDA Form
(each a "Confirmation") confirming transactions (each a "Transaction") entered
into between us (notwithstanding anything to the contrary in a Confirmation),
shall supplement, form a part of, and be subject to an agreement in the form of
the ISDA Form as if we had executed an agreement in such form (but without any
Schedule) on the Trade Date of the first such Transaction between us. In the
event of any inconsistency between the provisions of that agreement and this
Confirmation, this Confirmation will prevail for the purpose of this
Transaction.
2. The terms of the particular Swap Transaction to which this Confirmation
relates are as follows:
<TABLE>
<S> <C>
Notional Amount: USD 10,000,000.00
Trade Date: 20 JUL 98
Effective Date: 20 JUL 98
Termination Date: 20 JUL 01 subject to adjustment in accordance with the
Modified Following Business Day Convention.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
FLOATING AMOUNTS:
- ---------------------------
<S> <C>
Floating Rate Payer: FLEET NATIONAL BANK
Floating Rate Payment monthly, commencing on 20 Aug 98 and ending on the
Dates: Termination Date, subject to adjustment in accordance
with the Modified Following Business Day Convention.
Floating Rate for initial 5.65625%
Calculation Period:
Floating Rate Option: USD-LIBOR-BBA
Designated Maturity: 1 MONTH
Spread: None
Compounding: Inapplicable
Reset Dates: The first day of each Floating Rate Calculation
Period.
Floating Rate Day Count Actual/360
Fraction:
Business Days: London, New York City
<CAPTION>
FIXED AMOUNTS:
- ---------------------------
<S> <C>
Fixed Rate Payer: UNO'S RESTAURANTS, INC.
Fixed Rate Payment Dates: monthly, commencing on 20 Aug 98 and ending on the
Termination Date, subject to adjustment in accordance
With the Modified Following Business Day Convention.
Fixed Rate: 5.795%
Fixed Rate Day Count Actual/360
Fraction:
Business Days: London, New York City
Governing Law: New York State law (without reference to choice of law
doctrine)
Calculation Agent: Fleet National Bank
<CAPTION>
ACCOUNT DETAILS:
- ---------------------------
<S> <C>
Payments to FLEET NATIONAL BANK:
Fleet National Bank will debit the net payment from:
DDA MA9373023222
Payments to UNO'S RESTAURANTS, INC.:
Fleet National Bank will credit the net payments to:
DDA MA9373023222
</TABLE>
3. UNO'S RESTAURANTS, Inc. shall deliver to FLEET NATIONAL BANK, at the
time of its execution of this Confirmation, evidence of the specimen signature
and incumbency of each person who is executing the Confirmation on behalf of
UNO'S RESTAURANTS, INC..
4. Each party has entered into this Swap Transaction solely in reliance on
its own judgment. Neither party has any fiduciary obligation to the other party
relating to this Swap Transaction. In addition, neither party has held itself
out as advising, or has held out any of its employees or agents as having the
authority
<PAGE>
to advise, the other party as to whether or not the other party should enter
into this Swap Transaction, any subsequent actions relating to this Swap
Transaction or any other matters relating to this Swap Transaction. Neither
party shall have any responsibility or liability whatsoever in respect of any
advice of this nature given, or views expressed, by it or any such persons to
the other party relating to this Swap Transaction, whether or not such advice is
given or such views are expressed at the request of the other party.
Please confirm that the foregoing correctly sets forth the terms of our
agreement by executing the copy of this Confirmation enclosed for that purpose
and returning it to us via fax 617-241-1987 or mail to:
Fleet Services Corporation
Attn: Interest Rate Products
Mailstop: MAMLSFTTOP
P.O. Box 2197
Boston, MA 02106-2197
We are delighted to have completed this transaction with you. If you have
any questions regarding this Confirmation, please call 617-241-1761.
<TABLE>
<S> <C> <C> <C>
FLEET NATIONAL BANK
By:
<CAPTION>
/s/ KEVON J. ZEHNER
-----------------------------------------
Name:
Title:
</TABLE>
Accepted and confirmed as of the date first written above:
<TABLE>
<S> <C> <C>
UNO'S RESTAURANTS, INC.
By: /s/ ROBERT M. VINCENT
-----------------------------------------
Authorized Signatory
Name:
Title:
</TABLE>
<PAGE>
EXHIBIT 10(P)
AMENDMENT TO PROMISSORY NOTE AND REVISED DEBT AGREEMENT
This Amendment to Promissory Note and Revised Debt Agreement dated April 7,
1998, does hereby amend and supplement the terms of that certain Note dated
April 1, 1997, by and between Craig S. Miller, as "Maker" and Uno Restaurants,
Inc., as "Holder."
For value received, the undersigned parties agree as follows:
1. Section 2.2 of the Note, a copy of which is appended hereto as Exhibit A
for reference, is amended to provide that the "Maturity Date" of the Note shall
be the earlier to occur of (i) the date on which Maker's employment with Holder
or its affiliates shall terminate, or (ii) at such time as the value of Uno
Restaurant Corporation stock shall be equal to or greater than $9.00 per share
for at least 30 days, or (iii) September 27, 1998.
2. In all other respects, the Note is hereby ratified, affirmed and
unchanged.
3. The requirement to make principal payments prior to September 27, 1998
is waived.
IN WITNESS WHEREOF, the undersigned parties have evidenced their agreement
by written signatures shown below.
April 7, 1998.
<TABLE>
<S> <C> <C>
Witness: MAKER:
/s/ MAUREEN TOWLE /s/ CRAIG. S. MILLER
- ------------------------------------------- ---------------------------------------------
Printed Name: Maureen Towle Craig. S. Miller
UNO RESTAURANTS, INC.
By: /s/ ROBERT M. VINCENT
-----------------------------------------
Robert M. Vincent
Senior Vice President
</TABLE>
<PAGE>
SECOND AMENDMENT TO PROMISSORY NOTE
AND REVISED DEBT AGREEMENT
This Second Amendment to Promissory Note and Revised Debt Agreement dated
September 27, 1998, does hereby further amend and supplement the terms of that
certain Note dated April 1, 1997, by and between Craig S. Miller, as "Maker" and
Uno Restaurants, Inc., as "Holder," as amended on April 7, 1998.
For value received, the undersigned parties agree as follows:
1. Section 2.2 of the Note, a copy of which is appended hereto as Exhibit A
for reference, is further amended to provide that the "Maturity Date" of the
Note shall be the earlier to occur of (i) the date on which Maker's employment
with Holder or its affiliates shall terminate, or (ii) at such time as the value
of Uno Restaurant Corporation stock shall be equal to or greater than $9.00 per
share for at least 30 days, or (iii) October 3, 1999.
2. In all other respects, the Note is hereby ratified, affirmed and
unchanged.
IN WITNESS WHEREOF, the undersigned parties have evidenced their agreement
by written signatures shown below.
<TABLE>
<S> <C> <C>
Witness: MAKER:
/s/ MAUREEN TOWLE /s/ CRAIG. S. MILLER
- ------------------------------------------- ---------------------------------------------
Printed Name: Maureen Towle Craig. S. Miller
UNO RESTAURANTS, INC.
By: /s/ ROBERT M. VINCENT
-----------------------------------------
Robert M. Vincent
Senior Vice President
</TABLE>
<PAGE>
EXHIBIT 21
SUBSIDIARIES OF THE REGISTRANT
<TABLE>
<CAPTION>
SUBSIDIARIES JURISDICTION OF INCORPORATION
- -------------------------------------------------------- --------------------------------------------------------
<S> <C>
URC Holding Company, Inc................................ Delaware
SUBSIDIARIES OF URC HOLDING COMPANY, INC.
- --------------------------------------------------------
B.S. Acquisition Corp................................... New Jersey
Pizzeria Uno Corporation................................ Delaware
Uno Restaurants, Inc.................................... Massachusetts
Uno Foods Inc........................................... Massachusetts
SUBSIDIARIES OF B.S. ACQUISITION CORP.
- --------------------------------------------------------
B.S. of Woodbridge, Inc................................. New Jersey
Uno Bay, Inc............................................ Pennsylvania
SUBSIDIARIES OF UNO RESTAURANTS, INC.
- --------------------------------------------------------
8250 International Drive Corporation.................... Florida
Aurora Uno, Inc......................................... Colorado
Fairfax Uno, Inc........................................ Virginia
Franklin Mills Pizzeria, Inc............................ Pennsylvania
Grayborn Buena Vista, Inc............................... Florida
Herald Center Uno Rest. Inc............................. New York
Kissimmee Uno, Inc...................................... Florida
Marketing Services Group, Inc........................... Massachusetts
Marlborough Takery, Inc................................. Massachusetts
Newington Uno, Inc...................................... Connecticut
Newport News Uno, Inc................................... Virginia
Newton Takery, Inc...................................... Massachusetts
Paramus Uno, Inc........................................ New Jersey
Pizzeria Due, Inc....................................... Illinois
Pizzeria Uno, Inc....................................... Illinois
Pizzeria Uno of Albany, Inc............................. New York
Pizzeria Uno of Altamonte Springs, Inc.................. Florida
Pizzeria Uno of Annapolis, Inc.......................... Maryland
Pizzeria Uno of Ballston, Inc........................... Virginia
Pizzeria Uno of Bay Ridge, Inc.......................... New York
Pizzeria Uno of Bayside, Inc............................ New York
Pizzeria Uno of Bethesda, Inc........................... Maryland
Pizzeria Uno of Brockton, Inc........................... Massachusetts
Pizzeria Uno of Buena Vista, Inc........................ Florida
Pizzeria Uno of Buffalo, Inc............................ New York
Pizzeria Uno of Columbus Avenue, Inc.................... New York
Pizzeria Uno of Dock Square, Inc........................ Massachusetts
Pizzeria Uno of East Village Inc........................ New York
Pizzeria Uno of 86th Street, Inc........................ New York
Pizzeria Uno of Fair Oaks, Inc.......................... Virginia
Pizzeria Uno of Fairfield, Inc.......................... Missouri
Pizzeria Uno of Forest Hills, Inc....................... New York
Pizzeria Uno of Harbor Place, Inc....................... Maryland
Pizzeria Uno of Kingston, Inc........................... Massachusetts
</TABLE>
1 of 2
<PAGE>
SUBSIDIARIES OF UNO RESTAURANTS, INC. JURISDICTION OF
INCORPORATION
<TABLE>
<S> <C>
Pizzeria Uno of Lynbrook Inc............................ New York
Pizzeria Uno of Norfolk, Inc............................ Virginia
Pizzeria Uno of Paramus, Inc............................ New Jersey
Pizzeria Uno of Penn Center, Inc........................ Pennsylvania
Pizzeria Uno of Reston, Inc............................. Virginia
Pizzeria Uno of South Street Seaport, Inc............... New York
Pizzeria Uno of Springfield, Inc........................ Massachusetts
Pizzeria Uno of Syracuse, Inc........................... New York
Pizzeria Uno of Tennessee, Inc.......................... Tennessee
Pizzeria Uno of Union Station, Inc...................... District of Columbia
Pizzeria Uno of Washington, DC, Inc..................... District of Columbia
Pizzeria Uno of Westfarms, Inc.......................... Delaware
Plizzettas of Burlington, Inc........................... Vermont
Plizzettas of Concord, Inc.............................. New Hampshire
Plizzettas of North Attleboro, Inc...................... Massachusetts
Plizzettas of Paoli, Inc................................ Pennsylvania
Sewell Corporation...................................... Illinois
Su Casa, Inc............................................ Illinois
Tiffany Uno, Inc........................................ Colorado
Uno of Aurora, Inc...................................... Illinois
Uno of Bangor, Inc...................................... Maine
Uno of Crestwood, Inc................................... Illinois
Uno of Daytona, Inc..................................... Florida
Uno of Falls Church, Inc................................ Virginia
Uno of Georgesville, Inc................................ Ohio
Uno of Greenwood, Inc................................... Colorado
Uno of Gurnee Mills, Inc................................ Illinois
Uno of Henrietta, Inc................................... New York
Uno of Lombard, Inc..................................... Illinois
Uno of Manchester, Inc.................................. Connecticut
Uno of Schaumburg, Inc.................................. Illinois
Uno of Smoketown, Inc................................... Virginia
Uno of Victor, Inc...................................... New York
Uno Restaurant of Columbus, Inc......................... Ohio
Uno Restaurant of Great Neck, Inc....................... New York
Uno Restaurant of Shrewsbury, Inc....................... Massachusetts
Uno Restaurant of St. Charles, Inc...................... Maryland
Uno Restaurant of Tampa, Inc............................ Florida
Uno Restaurant of Woburn, Inc........................... Massachusetts
Uno Restaurants of New York Inc......................... New York
Waltham Uno, Inc........................................ Massachusetts
Westminster Uno, Inc.................................... Colorado
SUBSIDIARY OF SEWELL CORPORATION
- --------------------------------------------------------
Saxet Corporation....................................... Delaware
SUBSIDIARY OF UNO RESTAURANTS OF NEW YORK INC.
- --------------------------------------------------------
Pizzeria Uno Massachusetts Business Trust............... Massachusetts
</TABLE>
2 of 2
<PAGE>
Exhibit 23
Consent of Ernst & Young LLP, Independent Auditors
We consent to the incorporation by reference in the Registration Statements
(Form S-8 No. 33-80584 and Post-Effective Amendment No. 2 to Form S-8 No.
33-22875) pertaining to the Uno Restaurant Corporation 1987 Employee Stock
Option Plan (Form S-8 No. 33-80586) pertaining to the Uno Restaurant Corporation
1989 Non-Qualified Stock Option Plan for Non-Employee Directors (Form S-8 No.
33-80664) pertaining to the Uno Restaurant Corporation 1993 Non-Qualified Stock
Option Plan for Non-Employee Directors (Form S-8 No. 333-23101) pertaining to
the Uno Restaurant Corporation 1997 Employee Stock Option Plan (Form S-8 No.
333-23103) pertaining to the Uno Restaurant Corporation Restricted Stock Program
and (Form S-8 No. 333-49627) pertaining to the Uno Restaurant Corporation 1997
Key Officer Stock Option Plan and the Uno Restaurant Corporation 1997
Non-Qualified Stock Option Plan for Non-Employee Directors of our report dated
November 3, 1998, with respect to the consolidated financial statements of the
Uno Restaurant Corporation included in the Annual Report (Form 10-K) for the
year ended September 27, 1998.
/s/ Ernst & Young LLP
Boston, Massachusetts
December 22, 1998
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<CIK> 0000812075
<NAME> UNO RESTAURANT
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> SEP-27-1998
<PERIOD-START> SEP-29-1997
<PERIOD-END> SEP-27-1998
<CASH> 2,030
<SECURITIES> 0
<RECEIVABLES> 1,784
<ALLOWANCES> 0
<INVENTORY> 2,296
<CURRENT-ASSETS> 6,925
<PP&E> 193,866
<DEPRECIATION> 68,543
<TOTAL-ASSETS> 143,195
<CURRENT-LIABILITIES> 22,280
<BONDS> 47,246
0
0
<COMMON> 138
<OTHER-SE> 73,531<F1>
<TOTAL-LIABILITY-AND-EQUITY> 143,195
<SALES> 191,276
<TOTAL-REVENUES> 191,276
<CGS> 48,567
<TOTAL-COSTS> 178,624
<OTHER-EXPENSES> 134
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,527
<INCOME-PRETAX> 8,991
<INCOME-TAX> 2,968
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 636
<NET-INCOME> 5,387
<EPS-PRIMARY> 0.49
<EPS-DILUTED> 0.49
<FN>
<F1>Net of Treasury Stock
</FN>
</TABLE>
