<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
X Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange
---
Act of 1934
For the quarterly period ended June 25, 2000 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 33-14051
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Prandium, Inc.
--------------
(Exact name of registrant as specified in its charter)
Delaware 33-0197361
------------------------------- --------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
18831 Von Karman Avenue, Irvine, California 92612
-----------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (949) 757-7900
--------------
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 and (2) has been subject to such filing requirements for
the past 90 days.
Yes X No ___
---
As of August 7, 2000, the registrant had issued and outstanding 180,380,513
shares of common stock, $.01 par value per share.
-1-
<PAGE>
PART I. FINANCIAL INFORMATION
-----------------------------
Item 1. Financial Statements
-------
PRANDIUM, INC.
--------------
CONDENSED CONSOLIDATED BALANCE SHEETS
-------------------------------------
($ in thousands)
----------------
<TABLE>
<CAPTION>
June 25, December 26,
2000 1999
------------ --------------
(Unaudited)
<S> <C> <C>
ASSETS
------
Current assets:
Cash and cash equivalents $ 2,562 $ 3,600
Receivables 2,223 2,408
Inventories 2,342 2,672
Other current assets 2,273 3,098
Property held for sale 51,802 55,835
--------- ----------
Total current assets 61,202 67,613
Property and equipment, net 132,786 137,460
Costs in excess of net assets of business acquired, net 65,439 66,293
Other assets 15,362 15,267
--------- ----------
$ 274,789 $ 286,633
========= ==========
LIABILITIES AND STOCKHOLDERS' DEFICIT
-------------------------------------
Current liabilities:
Working capital borrowings $ 25,900 $ 21,850
Current portion of long-term debt, including capitalized lease obligations 2,185 1,000
Accounts payable 9,791 9,228
Current portion of self-insurance reserves 3,054 2,601
Other accrued liabilities 54,223 57,711
Income taxes payable 3,517 3,638
--------- ----------
Total current liablities 98,670 96,028
Self-insurance reserves 6,406 6,560
Other long-term liabilities 4,191 3,779
Long-term debt, including capitalized lease obligations, less current portion 236,693 237,871
Commitments and contingencies
Stockholders' deficit:
Common stock - authorized 300,000,000 shares, par value $.01 per share,
180,380,513 shares issued and outstanding on June 25, 2000 and on
December 26, 1999 1,804 1,804
Additional paid-in capital 222,353 222,353
Accumulated deficit (295,328) (281,762)
--------- ----------
Total stockholders' deficit (71,171) (57,605)
--------- ----------
$ 274,789 $ 286,633
========= ==========
</TABLE>
See accompanying notes to condensed consolidated financial statements
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<PAGE>
PRANDIUM, INC.
--------------
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
-----------------------------------------------
($ in thousands, except per share amounts)
------------------------------------------
(Unaudited)
<TABLE>
<CAPTION>
For the Quarters Ended
--------------------------------
June 25, June 27,
2000 1999
------------ ------------
<S> <C> <C>
Sales $ 137,855 $ 140,315
------------ ------------
Product costs 36,274 36,925
Payroll and related costs 48,832 49,495
Occupancy and other operating expenses 35,637 34,392
Depreciation and amortization 6,950 6,238
General and administrative expenses 7,693 8,233
Opening costs 15 1,016
Loss on disposition of properties, net 566 767
------------ ------------
Total cost and expenses 135,967 137,066
------------ ------------
Operating income 1,888 3,249
Interest expense, net 8,583 7,610
------------ ------------
Loss before income tax provision (6,695) (4,361)
Income tax provision 127 147
------------ ------------
Net loss $ (6,822) $ (4,508)
============ ============
Net loss per share - basic and diluted $ (0.04) $ (0.02)
============ ============
Weighted average shares outstanding - basic and diluted 180,380,513 180,380,513
============ ============
</TABLE>
See accompanying notes to condensed consolidated financial statements
-3-
<PAGE>
PRANDIUM, INC.
--------------
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
-----------------------------------------------
($ in thousands, except per share amounts)
------------------------------------------
(Unaudited)
<TABLE>
<CAPTION>
For the Six Months Ended
------------------------------
June 25, June 27,
2000 1999
------------ ------------
<S> <C> <C>
Sales $ 270,969 $ 274,573
------------ ------------
Product costs 70,354 72,646
Payroll and related costs 96,016 97,435
Occupancy and other operating expenses 70,696 69,535
Depreciation and amortization 14,050 12,915
General and administrative expenses 15,476 16,871
Opening costs 86 1,703
Loss on disposition of properties, net 454 1,193
------------ ------------
Total cost and expenses 267,132 272,298
------------ ------------
Operating income 3,837 2,275
Interest expense, net 17,149 14,893
------------ ------------
Loss before income tax provision (13,312) (12,618)
Income tax provision 254 294
------------ ------------
Net loss $ (13,566) $ (12,912)
============ ============
Net loss per share - basic and diluted $ (0.08) $ (0.07)
============ ============
Weighted average shares outstanding - basic and diluted 180,380,513 180,380,513
============ ============
</TABLE>
See accompanying notes to condensed consolidated financial statements
-4-
<PAGE>
PRANDIUM, INC.
-------------
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
-----------------------------------------------
($ in thousands)
(Unaudited)
<TABLE>
<CAPTION>
For the Six Months Ended
------------------------
June 25, June 27,
2000 1999
---- ----
<S> <C> <C>
Cash flows from operating activities:
Cash received from customers, franchisees and licensees $ 271,438 $ 275,687
Cash paid to suppliers and employees (253,968) (268,526)
Interest paid, net (16,746) (7,733)
Opening costs (86) (1,703)
Income taxes paid (375) (513)
------------ ------------
Net cash provided by (used in) operating activities 263 (2,788)
------------ ------------
Cash flows from investing activities:
Proceeds from disposal of property and equipment 1,067 1,794
Proceeds from sale of notes receivable, net - 3,246
Proceeds from payments on notes receivable 350 1,914
Cash required for Merger and Hamlet Acquisition - (2,115)
Capital expenditures (5,146) (16,103)
Lease termination payments (468) (2,505)
Other divestment expenditures (1,035) (1,161)
Costs related to the El Torito Sale (658) -
Other (55) (654)
------------ ------------
Net cash used in investing activities (5,945) (15,584)
------------ ------------
Cash flows from financing activities:
Proceeds from working capital borrowings, net 4,050 5,900
Proceeds from equipment financing 2,672 -
Payment of debt issuance costs - (160)
Reductions of long-term debt, including capitalized lease obligations (2,078) (888)
------------ ------------
Net cash provided by financing activities 4,644 4,852
------------ ------------
Net decrease in cash and cash equivalents (1,038) (13,520)
Cash and cash equivalents at beginning of period 3,600 17,707
------------ ------------
Cash and cash equivalents at end of period $ 2,562 $ 4,187
============ ============
Reconciliation of net loss to net cash used in operating activities:
Net loss $ (13,566) $ (12,912)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 14,050 12,915
Amortization of debt issuance costs and deferred gain 379 404
Loss on disposition of properties 454 1,193
Accretion of interest on discount notes - 6,570
Decrease in receivables, inventories and other current assets 1,365 1,154
Decrease in accounts payable, self-insurance reserves, other accrued liabilities
and income taxes payable (2,419) (12,112)
------------ ------------
Net cash provided by (used in) operating activities $ 263 $ (2,788)
============ ============
</TABLE>
See accompanying notes to condensed consolidated financial statements
10q_cf1
-5-
<PAGE>
PRANDIUM, INC.
--------------
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------------
(Unaudited)
1. Company. Prandium, Inc. (together with its subsidiaries, the
-------
"Company"), was incorporated in Delaware in 1986. The Company is primarily
engaged in the operation of restaurants in the full-service and fast-casual
segments, through its subsidiaries. At June 25, 2000, the Company operated 301
restaurants in 26 states, approximately 69% of which are located in California,
Ohio, Pennsylvania, Indiana and Michigan, and franchised and licensed 24
restaurants outside the United States. See Note 3 for a discussion of the sale
of substantially all of the El Torito Division completed on June 28, 2000.
2. Financial Statements. The Condensed Consolidated Financial Statements
--------------------
in this Form 10-Q have been prepared in accordance with Securities and Exchange
Commission Regulation S-X. Reference is made to the Notes to the Consolidated
Financial Statements for the Fiscal Year Ended December 26, 1999 included in the
Company's Annual Report on Form 10-K for the fiscal year ended December 26, 1999
(the "Form 10-K") for information with respect to the Company's significant
accounting and financial reporting policies, as well as other pertinent
information. The Company believes that all adjustments, consisting only of
normal recurring adjustments, necessary for a fair presentation of the results
of the interim periods presented have been made. The results of operations for
the quarter and six months ended June 25, 2000 are not necessarily indicative of
those for the full year. Certain amounts as previously reported have been
reclassified to conform to the 2000 presentation.
3. Sale of El Torito Division. On June 28, 2000, the Company completed
--------------------------
the sale of substantially all of the El Torito Division to Acapulco Acquisition
Corp. ("Acapulco") in a transaction with an adjusted enterprise value of
approximately $129.5 million (the "El Torito Sale"). At June 28, 2000, the El
Torito Division operated 97 full-service restaurants and four fast-casual
restaurants in eleven states and franchised and licensed eleven restaurants
outside the United States. All but two full-service restaurants and none of the
four fast-casual restaurants were included in the El Torito Sale. The Company
received, subject to certain post-closing adjustments based on a closing balance
sheet, $129.5 million, consisting of $114.7 million in cash, the assumption of
$9.8 million of long-term debt, consisting primarily of capitalized lease
obligations, and $5.0 million deposited in escrow. The Company expects to record
a pretax gain in the third quarter of fiscal 2000 as a result of this
transaction. A portion of the net cash proceeds was used to pay indebtedness
outstanding under the Foothill Credit Facility (as defined below) of $25.9
million.
The 95 full-service El Torito Division restaurants that were sold generated
sales of $111,499,000 and $109,428,000 for the six months ended June 25, 2000
and June 27, 1999, respectively, and produced El Torito Division operating
income of $7,615,000 and $6,019,000, respectively. Such operating income
includes charges for allocated corporate general and administrative expenses of
$2,811,000 and $2,865,000 for the six months ended June 25, 2000 and June 27,
1999, respectively.
-6-
<PAGE>
As a result of this transaction, the assets and liabilities of the El
Torito Division to be sold have been classified as property held for sale in the
accompanying condensed consolidated balance sheet. The components of property
held for sale are as follows:
June 25, Dec. 26,
2000 1999
-------- --------
($ in thousands)
Current assets $ 5,169 $ 5,045
Property and equipment, net 55,103 59,370
Reorganization value, net 33,027 33,727
Other assets 1,391 1,488
Current liabilities (26,539) (27,410)
Self-insurance reserves (8,048) (7,816)
Other long-term liabilities (1,474) (1,492)
Long-term debt, excluding current portion (6,827) (7,077)
-------- --------
$ 51,802 $ 55,835
======== ========
4. Strategic Divestment Programs. In the fourth quarter of 1999, three
-----------------------------
non-strategic Koo Koo Roo restaurants were designated for divestment (the "KKR
Strategic Divestment Program"). In conjunction with the KKR Strategic Divestment
Program, the Company recorded a provision for divestitures of $904,000. This
provision consisted of costs associated with lease terminations, subsidized
subleases, brokerage fees and other divestment costs. During the six months
ended June 25, 2000, these restaurants (including one restaurant divested in the
first six months of 2000) had sales of $750,000 and restaurant level operating
losses of $106,000. For the six months ended June 25, 2000, the Company paid
$18,000 for divestment-related costs. The KKR Strategic Divestment Program is
scheduled to be completed by the end of fiscal 2000, and the operating results
will be included in the Company's consolidated statement of operations until the
divestments are completed.
In the fourth quarter of 1998, 48 non-strategic Chi-Chi's restaurants were
designated for divestment (the "CC Strategic Divestment Program"). In
conjunction with the CC Strategic Divestment Program, the Company recorded a
provision for divestitures of $22,884,000, including divestment reserves of
$12,256,000. During the fourth quarter of 1999, the Company determined that it
would not be able to satisfactorily negotiate lease terminations or subleases
for 20 operating restaurants of the 48 Chi-Chi's restaurants designated for
divestment. As a result, these 20 restaurants were removed from the CC Strategic
Divestment Program, and $1,048,000 previously recorded in conjunction with the
provision for divestitures was reversed during the fourth quarter of 1999. After
this reversal, eight restaurants (including three restaurants divested in the
first six months of 2000) with sales of $2,378,000 and restaurant level
operating losses of $487,000 during the six months ended June 25, 2000, remain
in the CC Strategic Divestment Program. For the six months ended June 25, 2000,
the Company paid (i) $189,000 for severance costs associated with certain
restaurant and regional managers who were terminated in connection with the
restaurants divested and (ii) $1,033,000 for net costs associated with lease
terminations, subsidized subleases, brokerage fees and other divestment costs.
The CC Strategic Divestment Program is scheduled to be completed by the end of
fiscal 2000, and the operating results of the restaurants in the CC
-7-
<PAGE>
Strategic Divestment Program will be included in the Company's consolidated
statement of operations until the divestments are completed.
5. Segment Information. The Company operates exclusively in the food-
-------------------
service industry. Substantially all revenues result from the sale of menu
products at restaurants operated by the Company. The Company's reportable
segments are based on restaurant operating divisions. Operating income (loss)
includes the operating results before interest. The corporate component of
operating income (loss) represents corporate general and administrative
expenses. Corporate assets include corporate cash, investments, receivables,
asset portions of financing instruments and the two full-service and four fast-
casual restaurants not included in the El Torito Sale.
-8-
<PAGE>
<TABLE>
<CAPTION>
For the Quarters Ended For the Six Months Ended
-------------------------- ----------------------------
June 25, June 27, June 25, June 27,
2000 1999 2000 1999
---------- ---------- ---------- ----------
(Unaudited)
($ in thousands)
<S> <C> <C> <C> <C>
Sales
El Torito Division $ 59,822 $ 58,674 $ 114,997 $ 112,100
Chi-Chi's Division 55,916 58,927 111,855 117,705
Koo Koo Roo Division 22,117 22,714 44,117 44,768
---------- ---------- ---------- ----------
Total Sales $ 137,855 $ 140,315 $ 270,969 $ 274,573
========== ========== ========== ==========
Depreciation and Amortization
El Torito Division $ 2,689 $ 2,402 $ 5,497 $ 4,836
Chi-Chi's Division 2,665 2,566 5,370 5,084
Koo Koo Roo Division 1,326 1,002 2,660 2,474
Corporate 270 268 523 521
---------- ---------- ---------- ----------
Total Depreciation and Amoritzation $ 6,950 $ 6,238 $ 14,050 $ 12,915
========== ========== ========== ==========
Operating Income (Loss)
El Torito Division $ 4,851 $ 3,595 $ 7,506 $ 5,158
Chi-Chi's Division (2,427) 297 (2,848) (1,492)
Koo Koo Roo Division (181) 267 (500) (79)
Corporate (355) (910) (321) (1,312)
---------- ---------- ---------- ----------
Total Operating Income (Loss) $ 1,888 $ 3,249 $ 3,837 $ 2,275
========== ========== ========== ==========
Interest Expense, net
El Torito Division $ 633 $ 254 $ 1,257 $ 413
Chi-Chi's Division 426 102 830 176
Koo Koo Roo Division 39 19 77 43
Corporate 7,485 7,235 14,985 14,261
---------- ---------- ---------- ----------
Total Interest Expense, net $ 8,583 $ 7,610 $ 17,149 $ 14,893
========== ========== ========== ==========
Capital Expenditures
El Torito Division $ 713 $ 4,412 $ 1,085 $ 6,960
Chi-Chi's Division 1,457 6,160 2,154 7,747
Koo Koo Roo Division 1,007 635 1,188 1,134
Corporate 547 209 719 262
---------- ---------- ---------- ----------
Total Capital Expenditures $ 3,724 $ 11,416 $ 5,146 $ 16,103
========== ========== ========== ==========
June 25, June 26,
2000 1999
---------- ----------
(Unaudited)
($ in thousands)
Total Assets
El Torito Division $ 51,802 $ 55,835
Chi-Chi's Division 105,682 111,077
Koo Koo Roo Division 98,538 100,607
Corporate 18,767 19,114
---------- ----------
Total Assets $ 274,789 $ 286,633
========== ==========
</TABLE>
-9-
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
------
Results of Operations
Certain information and statements included in this Management's Discussion
and Analysis of Financial Condition and Results of Operations, including,
without limitation, statements containing the words "believes," "anticipates,"
"expects," "intends," "plans," "estimates" and words of similar import,
constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995 and involve known and unknown risks and
uncertainties that could cause actual results of the Company or the restaurant
industry to differ materially from expected results expressed or implied by such
forward-looking statements. Although it is not possible to itemize all of the
factors and specific events that could affect the outlook of a restaurant
company operating in a competitive environment, factors that could significantly
impact expected results include:
. the continuing development of successful marketing strategies for each
of the Company's concepts;
. the effect of national and regional economic conditions;
. the ability of the Company to satisfy its debt obligations;
. the availability of adequate working capital;
. competitive products and pricing;
. changes in legislation;
. demographic changes;
. the ability to attract and retain qualified personnel;
. changes in business strategy or development plans;
. business disruptions;
. changes in consumer preferences, tastes and eating habits; and
. increases in food and labor costs.
The Company disclaims any obligation to update any such factors or to
publicly announce the result of any revisions to any of the forward-looking
statements contained herein to reflect future events or developments.
The following should be read in conjunction with "Management's Discussion
and Analysis of Financial Condition and Results of Operations" presented in the
Form 10-K.
-10-
<PAGE>
Information relating to periods ending prior to October 30, 1998 included
in this report relates to the historical operations of the Company and, except
as otherwise indicated, does not reflect the operations of Koo Koo Roo, Inc., a
Delaware corporation, or The Hamlet Group, Inc., a California corporation
(collectively, "KKR"), which the Company acquired on October 30, 1998.
As used herein, "comparable restaurants" means restaurants operated by the
Company for at least eighteen months and that continued in operation through the
end of the second quarter of 2000.
Liquidity and Capital Resources
-------------------------------
A. Liquidity
The Company reported net cash provided by operating activities for the six
months ended June 25, 2000 of $0.3 million and net cash used in operating
activities for the six months ended June 27, 1999 of $2.8 million. Cash needs
are being funded by available cash balances, supplemented, as necessary, by
working capital advances available under the Foothill Credit Facility (as
defined below). The Company's viability has been and will continue to be
dependent upon its ability to generate sufficient operating cash flow or cash
flow from other sources to meet its obligations on a timely basis, and to comply
with the terms of its financing agreements.
Statement of Cash Flows. For the six months ended June 25, 2000, net cash
provided by operating activities was $0.3 million compared to net cash used in
operating activities of $2.8 million for the six months ended June 27, 1999.
This change was primarily due to the $10.3 million improvement in cash received
from customers, franchisees and licensees net of cash paid to suppliers and
employers and $1.6 million in reduced opening costs, partially offset by $9.0
million in additional interest paid. For the first six months of 2000, net cash
used in investing activities was $5.9 million compared to $15.6 million for the
same period in 1999. A reduction in capital expenditures of $11.0 million and a
reduction of cash required for the acquisition of KKR of $2.1 million were, in
large part, offset by no proceeds from the sale of notes receivable in the first
six months of 2000 ($3.2 million in 1999) and a reduction of $1.6 million in
proceeds from payment on notes receivable. For the first six months of 2000, net
cash provided by financing activities was $4.6 million compared to $4.9 million
for the same period in 1999. During the first six months of 2000, $4.1 million
in net proceeds from working capital borrowings and $2.7 million in equipment
financing was received.
EBITDA. For the first six months of 2000, the Company reported EBITDA
(defined as earnings (loss) before opening costs, gain (loss) on disposition of
properties, gain on sale of division, provision for divestitures and write-down
of long-lived assets, VCU termination expense, restructuring costs, interest,
taxes, depreciation and amortization and extraordinary items) of $18.4 million,
compared to $18.1 million for the same period in 1999. This improved EBITDA is
the continuation of the trend that began in 1996 when new management was
installed at both El Torito and Chi-Chi's. Since 1995, the full year divisional
EBITDA of the Company's ongoing operations is set forth in the following table.
-11-
<PAGE>
Divisional EBITDA
-------------------------------------------
Fiscal Year Ended El Torito Chi-Chi's Koo Koo Roo(b)
----------------- ----------- ------------ ----------------
($ in thousands)
December 31, 1995(a) $13,508 $(10,455) $ -
December 29, 1996 11,956 (4,278) -
December 28, 1997 17,627 36 -
December 27, 1998 22,869 1,426 364
December 26, 1999 22,000 5,942 4,384
(a) Includes 53 weeks of operations and, in accordance with Company
policy at that time, excludes certain unallocated corporate
overhead.
(b) The Merger and Hamlet Acquisition were completed on October 30,
1998.
The Company has included information concerning EBITDA herein because it
understands that such information is used by certain investors as one measure of
an issuer's historical ability to service debt. EBITDA should not be considered
as an alternative to, or more meaningful than, operating income (loss) as an
indicator of operating performance or to cash flows from operating activities as
a measure of liquidity. Furthermore, other companies may compute EBITDA
differently, and therefore, EBITDA amounts among companies may not be
comparable.
Working Capital Deficiency. The Company operates with a substantial
working capital deficiency because:
. restaurant operations are conducted primarily on a cash (and cash
equivalent) basis with a low level of accounts receivable;
. rapid turnover allows a limited investment in inventories; and
. cash from sales is applied to the payment of related accounts payable
for food, beverages and supplies which are generally purchased on
trade credit terms.
The Company had a working capital deficiency of $63.4 million on June 25,
2000 (excluding the impact of $51.8 million in property held for sale discussed
in Note 3 of the Condensed Consolidated Financial Statements and the impact of
$25.9 million in working capital borrowings classified as a current liability).
Credit Facility and Other Long-Term Debt. On January 10, 1997, the Company
entered into a five-year, $35 million credit facility with Foothill Capital
Corporation (the "Foothill Credit Facility") to provide for the ongoing working
capital needs of the Company. As a result of the acquisition of KKR on October
30, 1998, the Company increased the Foothill Credit Facility to $55 million. In
connection with the El Torito Sale, (i) the Company used a portion of the cash
proceeds from the sale to repay $25.9 million outstanding under the Foothill
Credit Facility and (ii) the Foothill Credit Facility was amended and restated
to adjust all restrictive covenants to reflect the El
-12-
<PAGE>
Torito Sale and reduce the commitment thereunder to a maximum of $20 million
(subject to certain limitations) of letters of credit and revolving cash
borrowings. The Foothill Credit Facility:
. is secured by substantially all of the real and personal property of
the Company;
. contains covenants which restrict, among other things, the Company's
ability to incur debt, pay dividends on or redeem capital stock, make
certain types of investments, make dispositions of assets and engage
in mergers and consolidations; and
. expires on January 10, 2002, however, if by October 2, 2001 the
Company's senior and subordinated debt maturities for those issues
that currently mature in 2002 are not extended by at least one year,
then any revolving borrowings must be repaid and letters of credit
cash collateralized on October 2, 2001.
The Company was in compliance with all financial ratios at June 25, 2000.
Letters of credit are issued under the Foothill Credit Facility primarily to
provide security for future amounts payable under the Company's workers'
compensation insurance program ($14.2 million of such letters of credit were
outstanding as of August 7, 2000). No working capital borrowings were
outstanding as of August 7, 2000.
After completion of the El Torito Sale, the Company continues to be highly
leveraged and have significant annual debt service requirements. In addition to
requirements under the Foothill Credit Facility, the Company's debt service
requirements are as follows:
Cash
Interest Principal
------------- ------------
($ in millions)
2000 $28.7 $ 1.4
2001 28.5 1.2
2002 15.7 203.6
2003 3.5 0.5
2004 1.8 31.1
Although management believes that the proceeds available to the Company as
a result of the El Torito Sale should be sufficient to meet its operating and
debt service requirements for the next 18 months, there can be no assurance that
the Company will be able to repay or refinance its 9-3/4% Senior Notes due 2002
and its 10-7/8% Senior Subordinated Discount Notes due 2004, or that FRI-MRD
Corporation will be able to repay or refinance its 15% Senior Discount Notes due
2002 and its 14% Senior Secured Discount Notes due 2002, at their respective
maturities. The Company continues to explore various alternatives to further
reduce its debt.
-13-
<PAGE>
B. Capital Expenditures
Net cash used in investing activities was $5.9 million for the first six
months of 2000, including $5.1 million for capital expenditures, as compared to
net cash used in investing activities of $15.6 million for the same period in
1999. The decrease in net cash used in investing activities for the first six
months of 2000 was primarily due to (i) sale of notes receivable, net in 1999
and (ii) reduced payments on notes receivable in 1999, offset by lower capital
expenditures in 2000.
Capital expenditures for the first six months of 2000 were $5.1 million
including $1.1 million for El Torito. During the first quarter of 2000, capital
expenditures were maintained at a minimum maintenance level. During the second
quarter of 2000, the Company spent $3.7 million on capital expenditures
including approximately $700,000 for El Torito. The Company plans to remodel 15
Chi-Chi's during fiscal 2000 as well as two Hamburger Hamlets. Additionally,
the Company expects to open up to four new Koo Koo Roo locations in fiscal 2000;
the first two of which opened February 1st in Toluca Lake, California and July
8th in West Los Angeles. Although the Company has identified up to $20.0
million of possible capital expenditures for fiscal 2000, actual capital
expenditures will be dependent on the availability of required funds.
Year 2000
---------
The Company believes it has successfully addressed the potential business
risks associated with the Year 2000. The Year 2000 issue involved the use of a
two-digit year field instead of a four-digit year field in computer systems. If
computer systems could not distinguish between the year 1900 and the year 2000,
system failures or other computer errors could have resulted. To date, the
Company is not aware of the occurrence of any significant Year 2000 problems
being reported in connection with its business. Some business risks associated
with the Year 2000 issue may remain throughout 2000. However, it is not
anticipated that future Year 2000 issues, if any, will have a material adverse
effect on the Company.
The total cost to the Company of addressing Year 2000 issues was
approximately $9.0 million, a significant portion of which was lease financed.
This amount was incurred for new software and related hardware and installation
costs during 1998 and 1999 in the Company's corporate offices and operating
restaurants.
Recent Accounting Pronouncements
--------------------------------
In March 2000, the Financial Accounting Standards Board issued
Interpretation No. 44, "Accounting for Certain Transactions Involving Stock
Compensation - an Interpretation of APB Opinion No. 25" ("FIN 44"). This
Interpretation clarifies the definition of employee for purposes of applying
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees", the criteria for determining whether a plan qualifies as
a noncompensatory plan, the accounting consequence of various modifications to
the terms of a previously fixed stock option or award, and the accounting for an
exchange of stock compensation awards in a business combination. This
Interpretation is effective July 1, 2000, but certain conclusions in this
Interpretation cover specific events that occur after either December 15, 1998,
or January 12, 2000.
-14-
<PAGE>
The Company does not believe that the impact of FIN 44 will have a material
effect on its financial position or results of operations.
Results of Operations.
---------------------
The Company's total sales of 137,855,000 for the second quarter of 2000
decreased by $2,460,000 or 1.8% as compared to the same period in 1999. For the
first six months of 2000, total Company sales of $270,969,000 decreased by
$3,604,000 or 1.3% as compared to the same period in 1999. These decreases were
due to (i) sales decreases in comparable restaurants and (ii) sales decreases
for restaurants sold or closed, partially offset by sales from new restaurants.
The breakdown of the sales decreases for the second quarter and first six months
of 2000 is detailed below:
<TABLE>
<CAPTION>
Change in Change in
Second Quarter First Six Months
Sales Sales
-------------------- ----------------
($ in thousands)
<S> <C> <C>
Decrease in Sales of Comparable Restaurants $(1,390) $(1,616)
Decrease in Sales of Restaurants Sold or Closed (3,298) (6,947)
Sales from New Restaurants 2,228 4,959
------- -------
$(2,460) $(3,604)
======= =======
</TABLE>
Sales for comparable restaurants of $130,720,000 for the second quarter of
2000 decreased by $1,390,000 or 1.1% as compared to the same period in 1999.
For the first six months of 2000, sales of comparable restaurants of
$259,009,000 decreased by $1,616,000 or 0.6% as compared to the same period in
1999. As shown below, these decreases were due to decreased sales for
comparable El Torito and Koo Koo Roo division restaurants, partially offset by
increased sales for comparable Chi-Chi's restaurants.
<TABLE>
<CAPTION>
Change in Change in
Second Quarter Sales First Six Months Sales
------------------------------ ---------------------------------
Amount Percent Amount Percent
-------------- ------------ -------------- -----------------
<S> <C> <C> <C> <C>
($ in thousands)
Comparable El Torito $ (715) (1.3)% $(1,092) (1.0)%
Comparable Chi-Chi's 147 0.3 710 0.7
Comparable KKR/Hamlet (822) (3.8) (1,234) (2.8)
------- -------
Total $(1,390) (1.1)% $(1,616) (0.6)%
======= ===== ======= =====
</TABLE>
El Torito comparable sales were down 1.3% in the second quarter of 2000
compared to the same period in 1999. The second quarter marketing effort
consisted of a print campaign, utilizing predominately freestanding newspaper
inserts, focusing on El Torito's "Classic Combos." The advertising included a
choice of coupon offers. The second quarter of 2000 alcoholic beverage
promotion featured El Torito's new premium house margarita, which was introduced
system-wide
-15-
<PAGE>
in mid-March. In addition, the Cadillac Margarita(TM) was promoted in May and
June supported by in-store point-of-purchase materials and a server incentive
contest. The second quarter of 2000 marketing campaign also included in store
point-of-purchase materials focusing on the holidays during the period- Easter,
Secretaries' Week, Cinco de Mayo, Mother's Day and Father's Day.
Comparable sales for Chi-Chi's were up 0.3% for the second quarter of 2000
when compared to the same period in 1999. Comparable sales for the first six
weeks of the quarter were down 7.8% compared to the prior year on an unweighted
basis. However, in the eight weeks following the media introduction of Chi-
Chi's new Menu 2000 on May 1, 2000, comparable sales were up 6.0% compared to
the same period in 1999, a change in trend of 13.8 percentage points. Guest
counts during the same eight weeks in May and June were up 5.9% when compared to
the prior year, the first sustained positive guest counts experienced by Chi-
Chi's in several years. The media introduction included television advertising
in most markets featuring a stylized burial of Chi-Chi's old menu and a
celebration of Chi-Chi's new menu. Additionally, a freestanding insert was
distributed on May 7, 2000 featuring several of the new menu items.
Costs related to the introduction of Chi-Chi's Menu 2000 negatively
impacted EBITDA for the second quarter of 2000. Gross margin was negatively
impacted by introductory food and labor costs including training totalling
approximately $1.8 million. Expenses for menus, uniforms and small equipment
were approximately $600,000.
In the second quarter of 2000, comparable sales for Koo Koo Roo were down
5.8% as compared to the same period in 1999. Koo Koo Roo's marketing activities
for the quarter included the introduction of a new baked potato line - Koo Koo
Roo Stuffers Baked Potatoes(TM). This product line was a limited time promotion.
This program was followed by the introduction of Skinless BBQ Chicken. Along
with the BBQ Chicken, Koo Koo Roo introduced a line-up of seasonal summer sides
including fresh dill potato salad, seedless watermelon, BBQ beans and fresh
corn-on-the-cob. This marketing program was designed to increase customer
frequency and bring in new customers and was supported by product offers,
including print advertising and in-store merchandising materials in all markets.
Comparable sales for Hamburger Hamlet were down 0.4% for the second quarter of
2000. During the second quarter of 2000, Hamlet announced its 50th anniversary
with a full-page newspaper ad in its core market. Additionally, the marketing
activity continued to focus on building dinner sales with the "Hamlet At Night"
dinner menus.
Product costs of $36,274,000 for the second quarter of 2000 decreased by
$651,000 or 1.8% as compared to the same period in 1999. For the first six
months of 2000, product costs of $70,354,000 decreased by $2,292,000 or 3.2% as
compared to the same period in 1999. The decreases are primarily due to
favorable commodity prices, most notably in cheese, offset by inefficiencies
related to the start-up of Chi-Chi's Menu 2000. These commodity savings were
also reflected as a percentage of sales, as product costs decreased to 26.0% in
the first six months of 2000 as compared to 26.5% in the same period in 1999.
Payroll and related costs of $48,832,000 for the second quarter of 2000
decreased by $663,000 or 1.3% as compared to the same period in 1999. For the
first six months of 2000, payroll and related costs of $96,016,000 decreased by
$1,419,000 or 1.5% as compared to the same period
-16-
<PAGE>
in 1999. As a percentage of sales, payroll and related costs increased slightly
from 35.3% in the second quarter of 1999 to 35.4% in the same period of 2000 and
decreased to 35.4% in the first six months of 2000 as compared to 35.5% in the
same period in 1999. The change in payroll and related costs was primarily due
to reduced management costs related to divested Chi-Chi's restaurants, offset by
Chi-Chi's Menu 2000 training costs.
The Company is subject to Federal and state laws governing matters such as
minimum wages, overtime and other working conditions. Approximately half of the
Company's employees are paid at rates related to the minimum wage. Therefore,
increases in the minimum wage or decreases in the allowable tip credit (tip
credits reduce the minimum wage that must be paid to tipped employees in certain
states) increase the Company's labor costs. This is especially true in
California, where there is no tip credit. In California, the state's minimum
wage was increased to $5.75 on March 1, 1998. In response to the minimum wage
increase on March 1, 1998, the Company raised menu prices at its El Torito
restaurants in an effort to recover the higher payroll costs. Similarly, in
March 1998, KKR also raised menu prices for its Koo Koo Roo restaurants. No
minimum wage increases are scheduled for 2000 at this time, but it is
anticipated that the United States Congress will pass a minimum wage increase
later this year.
Occupancy and other operating expenses of $35,637,000 for the second
quarter of 2000 increased by $1,245,000 or 3.6% as compared to the same period
in 1999. For the first six months of 2000, occupancy and other operating
expenses of $70,696,000 increased by $1,161,000 or 1.7% as compared to the same
period in 1999. As a percentage of sales, occupancy and other operating
expenses increased to 25.9% in the second quarter of 2000 as compared to 24.5%
in the same period in 1999 and increased to 26.1% in the first six months of
2000 as compared to 25.3% in the same period in 1999. Both variances were the
result of costs associated with the introduction of Chi-Chi's Menu 2000 and
increased operating expenses in the El Torito division.
Depreciation and amortization of $6,950,000 for the second quarter of 2000
increased by $712,000 or 11.4% as compared to the same period in 1999. For the
first six months of 2000, depreciation and amortization of $14,050,000 increased
by $1,135,000 or 8.8% as compared to the same period in 1999. These increases
were due to the impact of the Company's ongoing capital expenditure programs.
General and administrative expenses of $7,693,000 for the second quarter of
2000 decreased by $540,000 or 6.6% as compared to the same period of 1999. For
the first six months of 2000, general and administrative expenses of $15,476,000
decreased by $1,395,000 or 8.3% as compared to the same period in 1999. As a
percentage of sales, general and administrative expenses decreased to 5.6% in
the second quarter of 2000 as compared to 5.9% in the same period of 1999 and
decreased to 5.7% in the first six months of 2000 as compared to 6.1% in the
same period in 1999. Management continues to closely evaluate the Company's
general and administrative cost structure for savings opportunities, especially
in light of the completion of the El Torito Sale.
The Company reported a loss on disposition of properties of $0.6 million in
the second quarter of 2000 and $0.5 million for the first six months of 2000 as
compared to a loss of $0.8 million for the second quarter in 1999 and $1.2
million for the first six months of 1999.
-17-
<PAGE>
Interest expense, net for the second quarter of 2000 of $8,583,000
increased by $973,000 or 12.8% as compared to the same period in 1999. Interest
expense, net for the first six months of 2000 of $17,149,000 increased by
$2,256,000 or 15.1% as compared to the same period in 1999. These increases are
primarily the result of interest on working capital borrowings, of which smaller
balances were outstanding during the first six months of 1999, and on equipment
financings.
Seasonality.
-----------
The Company, as a whole, does not experience significant seasonal
fluctuations in sales. However, the Company's sales tend to be slightly
greater during the spring and summer months.
Interest Rate Risk
------------------
The Company's primary exposure to financial market risks is the impact that
interest rate changes could have on the Foothill Credit Facility, of which no
working capital borrowings were outstanding as of August 7, 2000. Borrowings
under the Foothill Credit Facility bear interest at the prime rate as announced
by Wells Fargo Bank plus 1.875% for borrowings less than or equal to $10
million and at the prime rate plus 2.875% for borrowings greater than $10
million.
Selected Division Operating Data.
--------------------------------
Until October 30, 1998, the Company primarily operated full-service Mexican
restaurants in two divisions under the El Torito, Chi-Chi's, Casa Gallardo and
other brand names. On October 30, 1998, the Company acquired the Koo Koo Roo
and Hamburger Hamlet restaurant operations. At June 25, 2000, the Company's El
Torito restaurant division operated 101 full-service and fast-casual
restaurants, the Company's Chi-Chi's restaurant division operated 143 full-
service restaurants and the Company's Koo Koo Roo restaurant division operated
57 fast-casual and full-service restaurants.
The following table sets forth certain information regarding the Company,
its El Torito, Chi-Chi's, and Koo Koo Roo restaurant divisions.
-18-
<PAGE>
<TABLE>
<CAPTION>
For the Quarters Ended For the Six Months Ended
------------------------------------ -----------------------------------
June 25, June 27, June 28, June 25, June 27, June 28,
2000 1999 1998 2000 1999 1998
-------- -------- -------- -------- -------- --------
($ in thousands, except average check amount)
<S> <C> <C> <C> <C> <C> <C>
El Torito Restaurant Division (a)
--------------------------------
Restaurants Open at End of Period:
Owned/operated 101 98 94 101 98 94
Franchised and Licensed 11 9 8 11 9 8
Sales $ 59,822 $ 58,674 $ 57,583 $ 114,997 $ 112,100 $ 109,392
Restaurant Level Cashflow (b) 10,505 10,276 9,943 18,964 18,498 17,030
Divisional EBITDA (c) 7,702 7,514 6,985 13,276 12,130 11,298
Percentage increase (decrease) in
comparable restaurant sales (1.3)% 1.0% 0.3% (1.0)% 1.9% (0.5)%
Average check (excluding
alcoholic beverage sales) $ 10.97 $ 10.87 $ 10.10 $ 10.95 $ 10.61 $ 9.95
Chi-Chi's Restaurant Division
-----------------------------
Restaurants Open at End of Period:
Owned/operated 143 154 179 143 154 179
Franchised and Licensed 13 13 13 13 13 13
Sales $ 55,916 $ 58,927 62,512 111,855 $ 117,705 $ 124,009
Restaurant Level Cashflow (b) 3,882 6,278 4,809 9,571 10,899 8,937
Divisional EBITDA (c) 579 2,415 1,102 2,965 3,419 1,204
Percentage increase (decrease) in
comparable restaurant sales 0.3% 1.3% (1.4)% 0.7% 1.2% (0.2)%
Average check (excluding
alcoholic beverage sales) $ 9.62 $ 9.41 $ 8.20 (d) $ 9.70 $ 9.14 $ 8.21 (d)
Koo Koo Roo Restaurant Division (e)
----------------------------------
Restaurants Open at End of Period:
Owned/operated 57 56 0 57 56 0
Franchised and Licensed - 3 0 - 3 0
Sales $ 22,117 $ 22,714 $ 0 $ 44,117 $ 44,768 $ 0
Restaurant Level Cashflow (b) 2,725 2,949 0 5,368 5,560 0
Divisional EBITDA (c) 1,191 1,429 0 2,294 2,651 0
Percentage decrease in
comparable restaurant sales (3.8)% N.A. N.A. (2.8)% N.A. N.A.
Average check
(Koo Koo Roo restaurants only) $ 9.26 9.06 $ N.A. $ 9.23 $ 8.90 $ N.A.
Total Company
-------------
Restaurants Open at End of Period:
Owned/operated 301 308 273 301 308 273
Franchised and Licensed 24 25 21 24 25 21
Sales $ 137,855 $ 140,315 $ 120,095 $ 270,969 $ 274,573 $ 233,401
EBITDA (f) 9,419 11,270 8,021 18,427 18,086 12,392
</TABLE>
(a) The El Torito Division (minus six restaurants) was sold to Acapulco on June
28, 2000.
(b) Restaurant Level Cashflow with respect to any operating division represents
Divisional EBITDA (as defined below) before general and administrative
expenses and any net franchise profit or miscellaneous income (expense)
reported by the respective division.
(c) Divisional EBITDA with respect to any operating division is defined as
earnings (loss) before opening costs, gain (loss) on disposition of
properties, interest, taxes, depreciation and amortization.
(d) Restated to conform to the 2000 and 1999 presentation.
(e) Koo Koo Roo and Hamburger Hamlet restaurant operations were acquired on
October 30, 1998.
(f) EBITDA is defined as earnings (loss) before opening costs, gain (loss) on
disposition of properties, gain on sale of division, provision for
divestitures and write-down of long-lived assets, VCU termination expense,
restructuring costs, interest, taxes, depreciation and amortization and
extraordinary items. The Company has included information concerning EBITDA
herein because it understands that such information is used by certain
investors as one measure of an issuer's historical ability to service debt.
EBITDA should not be considered as an alternative to, or more meaningful
than, operating income (loss) as an indicator of operating performance or
to cash flows from operating activities as a measure of liquidity.
Furthermore, other companies may compute EBITDA differently, and therefore,
EBITDA amounts among companies may not be comparable.
-19-
<PAGE>
PART II. OTHER INFORMATION
---------------------------
Item 1. Legal Proceedings
------
The Company is involved in various litigation matters incidental to its
business. The Company does not believe that any of the existing claims or
actions will have a material adverse effect upon the consolidated financial
position or results of operations of the Company.
Item 2. Changes in Securities and Use of Proceeds
------
None.
Item 3. Defaults Upon Senior Securities
------
None.
Item 4. Submission of Matters to a Vote of Security Holders
------
The annual meeting of stockholders was held on June 22, 2000.
Stockholders voted in person or by proxy for the following purposes:
(a) Stockholders voted to elect Kevin S. Relyea, A. William Allen, III,
David J. Ament, Peter P. Copses, George G. Golleher and Antony P.
Ressler as directors, each to serve until the next annual meeting
of stockholders and until his successor is duly elected and
qualified. There were no broker non-votes. Votes for each director
were as follows:
Votes For Votes Against
----------- -------------
Kevin S. Relyea 174,394,553 1,165,350
A. William Allen, III 174,561,428 998,475
David J. Ament 174,512,716 1,047,187
Peter P. Copses 174,541,591 1,018,312
George G. Golleher 174,569,328 990,575
Antony P. Ressler 174,535,025 1,024,878
(b) Stockholders voted to approve and ratify the appointment of KPMG
LLP as the Company's independent accountants for the fiscal year
ending December 31, 2000. 174,884,708 shares were voted for this
proposal, 465,403 were voted against, there were 209,792
abstentions and no broker non-votes.
Item 5. Other Information
------
None.
-20-
<PAGE>
Item 6. Exhibits and Reports on Form 8-K
------
(a) Exhibits
2 (a) Agreement and Plan of Merger, dated as of June 9, 1998 by
and among the Company, Fri-Sub, Inc. and Koo Koo Roo, Inc.
("KKR"). (Filed as Exhibit 2.1 to the Company's Form S-4
filed with the SEC on July 1, 1998.)
2 (b) Stock Purchase Agreement dated as of March 27, 2000, by and
among the Company, FRI-MRD Corporation and Acapulco
Acquisition Corp. (Filed as Exhibit 2(b) to the Company's
Form 10-K filed with the SEC on March 29, 2000.)
2 (c) Amendment No. 1 to Stock Purchase Agreement dated as of June
28, 2000, by and among the Company, FRI-MRD Corporation and
Acapulco Acquisition Corp. (Filed as Exhibit 2.2 to the
Company's Form 8-K filed with the SEC on July 5, 2000.)
3 (a) Sixth Restated Certificate of Incorporation of the Company.
(Filed as Exhibit 3(a) to the Company's Form 10-Q filed with
the SEC on May 12, 1999.)
3 (b) Second Amended and Restated Bylaws of the Company. (Filed as
Exhibit 3(c) to the Company's Form 10-K filed with the SEC
on March 29, 1999.)
4 (a) Indenture Dated as of January 27, 1994
Re: $300,000,000 9-3/4% Senior Notes Due 2002. (Filed as
Exhibit 4(a) to the Company's Form 10-K filed with the SEC
on March 28, 1994.)
4 (b) Indenture Dated as of January 27, 1994
Re: $150,000,000 10-7/8% Senior Subordinated Discount Notes
Due 2004. (Filed as Exhibit 4(b) to the Company's Form 10-K
filed with the SEC on March 28, 1994.)
4 (c) First Supplemental Indenture, dated as of July 3, 1996,
between the Registrant and IBJ Schroder Bank & Trust
Company, a New York Banking corporation, as Trustee. (Filed
as Exhibit 10.1 to the Company's Form 8-K filed with the SEC
on July 9, 1996.)
4 (d) First Supplemental Indenture, dated as of July 3, 1996,
between the Registrant and Fleet National Bank, as successor
by merger to Fleet National Bank of Massachusetts, formerly
known as Shawmut Bank,
-21-
<PAGE>
N.A., as Trustee. (Filed as Exhibit 10.2 to the Company's
Form 8-K filed with the SEC on July 9, 1996.)
4 (e) Note Agreement Dated as of August 12, 1997
Re: Up to $75,000,000 FRI-MRD Corporation Senior Discount
Notes Due January 24, 2002. (Filed as Exhibit 4(e) to the
Company's Form 10-Q filed with the SEC on November 12,
1997.)
4 (f) Joinder Agreement Dated as of January 14, 1998
Re: FRI-MRD Corporation Senior Discount Notes due January
24, 2002. (Filed as Exhibit 4(f) to the Company's Form 10-K
filed with the SEC on March 30, 1998.)
4 (g) First Amendment dated as of June 9, 1998 to the Note
Agreement dated August 12, 1997. (Filed as Exhibit 4.7 to
the Company's Form S-4 filed with the SEC on July 1, 1998.)
4 (h) Note Agreement dated as of June 9, 1998 Re: $24,000,000 FRI-
MRD Corporation Senior Secured Discount Notes due January
24, 2002. (Filed as Exhibit 4.8 to the Company's Form S-4
filed with the SEC on July 1, 1998.)
4 (i) First Amendment dated as of October 30, 1998 to the Note
Agreement dated as of June 9, 1998. (Filed as Exhibit 4(i)
to the Company's Form 10-Q filed with the SEC on November
12, 1998.)
4 (j) Waiver dated as of January 29, 1999 to the Note Agreements
dated as of August 12, 1997 and June 9, 1998. (Filed as
Exhibit 4(j) to the Company's Form 10-K filed with the SEC
on March 29, 1999.)
*27 Financial Data Schedule.
(b) Reports on Form 8-K.
None.
_____
* Filed herewith.
-22-
<PAGE>
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Prandium, Inc.
(Registrant)
By: /S/ Robert T. Trebing, Jr.
--------------------------
Robert T. Trebing, Jr.
Executive Vice President and
Chief Financial Officer
(Duly Authorized Officer and
Principal Financial Officer)
Date: August 9, 2000
-23-
