FORM 10-Q

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  20549

 

ý    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended   April 3, 2005

 

OR

 

o    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

 

1-12692

 

MORTON’S RESTAURANT GROUP, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

13-3490149

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. employer identification no.)

 

 

 

3333 New Hyde Park Road, Suite 210, New Hyde Park, New York

 

11042

(Address of principal executive offices)

 

(Zip code)

 

516-627-1515

(Registrant’s telephone number, including area code)

 

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 ý or No o.

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes o or No ý.

 

As of May 17, 2005, the registrant had 1,000 shares of its Common Stock, $0.01 par value, outstanding.

 

 



 

MORTON’S RESTAURANT GROUP, INC. AND SUBSIDIARIES

 

INDEX

 

Part I - Financial Information

 

 

 

Item 1. Financial Statements

 

 

 

Consolidated Balance Sheets as of April 3, 2005 and January 2, 2005 - unaudited

 

 

 

Consolidated Statements of Income for the three month periods ended April 3, 2005 and April 4, 2004 - unaudited

 

 

 

Consolidated Statements of Cash Flows for the three month periods ended April 3, 2005 and April 4, 2004 - unaudited

 

 

 

Notes to Unaudited Consolidated Financial Statements

 

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

 

 

Item 3. Quantitative and Qualitative Disclosure about Market Risk

 

 

 

Item 4. Controls and Procedures

 

 

 

Part II - Other Information

 

 

 

Item 1. Legal Proceedings

 

 

 

Item 6. Exhibits

 

 

 

Signatures

 

 

2



 

Part I - Financial Information

 

Item 1.  Financial Statements

 

MORTON’S RESTAURANT GROUP, INC. AND SUBSIDIARIES

 

Consolidated Balance Sheets

 

(amounts in thousands)

 

 

 

April 3,
2005

 

January 2,
2005

 

 

 

(unaudited)

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

9,329

 

$

10,179

 

Restricted cash

 

417

 

548

 

Marketable securities

 

4,126

 

4,112

 

Accounts receivable

 

5,170

 

4,346

 

Inventories

 

9,296

 

9,302

 

Prepaid expenses and other current assets

 

6,479

 

6,600

 

Deferred income taxes

 

3,623

 

5,237

 

 

 

 

 

 

 

Total current assets

 

38,440

 

40,324

 

 

 

 

 

 

 

Property and equipment, at cost:

 

 

 

 

 

Furniture, fixtures and equipment

 

18,467

 

16,499

 

Buildings and leasehold improvements

 

51,692

 

45,139

 

Land

 

8,474

 

8,474

 

Construction in progress

 

271

 

5,234

 

 

 

78,904

 

75,346

 

Less accumulated depreciation and amortization

 

15,512

 

13,859

 

Net property and equipment

 

63,392

 

61,487

 

 

 

 

 

 

 

Intangible asset

 

92,000

 

92,000

 

Goodwill

 

61,545

 

61,789

 

Other assets and deferred expenses, net

 

8,682

 

8,836

 

 

 

$

264,059

 

$

264,436

 

 

3



 

MORTON’S RESTAURANT GROUP, INC. AND SUBSIDIARIES

 

Consolidated Balance Sheets, Continued

 

(amounts in thousands, except share and per share amounts)

 

 

 

April 3,
2005

 

January 2,
2005

 

 

 

(unaudited)

 

Liabilities and Stockholder’s Equity

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

6,042

 

$

6,390

 

Accrued expenses

 

29,930

 

30,902

 

Current portion of obligations to financial institutions

 

134

 

521

 

Accrued income taxes

 

297

 

379

 

 

 

 

 

 

 

Total current liabilities

 

36,403

 

38,192

 

 

 

 

 

 

 

7.5% senior secured notes, net of unamortized discount of $12,822 and $13,283 at April 3, 2005 and January 2, 2005

 

92,178

 

91,717

 

Obligations to financial institutions, less current maturities

 

3,553

 

6,636

 

Deferred income taxes

 

23,004

 

23,004

 

Other liabilities

 

9,446

 

7,546

 

 

 

 

 

 

 

Total liabilities

 

164,584

 

167,095

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

Stockholder’s equity:

 

 

 

 

 

Common stock, $0.01 par value per share. Authorized, issued and outstanding 1,000 shares at April 3, 2005 and January 2, 2005

 

 

 

Additional paid-in capital

 

97,077

 

97,077

 

Accumulated other comprehensive income

 

169

 

189

 

Retained earnings

 

2,229

 

75

 

 

 

 

 

 

 

Total stockholder’s equity

 

99,475

 

97,341

 

 

 

 

 

 

 

 

 

$

264,059

 

$

264,436

 

 

See accompanying notes to unaudited consolidated financial statements.

 

4



 

MORTON’S RESTAURANT GROUP, INC. AND SUBSIDIARIES

 

Consolidated Statements of Income

 

(amounts in thousands)

 

 

 

Three month periods ended

 

 

 

April 3, 2005

 

April 4, 2004

 

 

 

(unaudited)

 

 

 

 

 

Revenues

 

$

77,191

 

$

72,981

 

 

 

 

 

 

 

Food and beverage costs

 

25,855

 

24,472

 

Restaurant operating expenses

 

34,776

 

32,598

 

Pre-opening costs, depreciation, amortization and non-cash charges

 

2,724

 

1,634

 

General and administrative expenses

 

5,199

 

4,886

 

Marketing and promotional expenses

 

1,423

 

2,629

 

Costs associated with the repayment of certain debt

 

174

 

264

 

Gain on sale of investment

 

(648

)

 

Interest expense, net

 

2,681

 

3,071

 

Management fee paid to related party

 

700

 

700

 

 

 

 

 

 

 

Income before income taxes

 

4,307

 

2,727

 

 

 

 

 

 

 

Income tax expense

 

2,153

 

818

 

 

 

 

 

 

 

Net income

 

$

2,154

 

$

1,909

 

 

See accompanying notes to unaudited consolidated financial statements.

 

5



 

MORTON’S RESTAURANT GROUP, INC. AND SUBSIDIARIES

 

Consolidated Statements of Cash Flows

 

(amounts in thousands)

 

 

 

Three month periods ended

 

 

 

April 3, 2005

 

April 4, 2004

 

 

 

(unaudited)

 

 

 

 

 

Cash flows from operating activities:

 

 

 

 

 

Net income

 

$

2,154

 

$

1,909

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

Depreciation, amortization and other non-cash charges

 

2,609

 

2,729

 

Deferred income taxes

 

1,858

 

864

 

Change in assets and liabilities:

 

 

 

 

 

Accounts receivable

 

(826

)

(982

)

Inventories

 

2

 

96

 

Prepaid expenses and other assets

 

(5

)

467

 

Accounts payable, accrued expenses and other liabilities

 

350

 

(1,059

)

Accrued income taxes

 

(84

)

(163

)

Net cash provided by operating activities

 

6,058

 

3,861

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

Purchases of property and equipment

 

(3,547

)

(1,011

)

Increase in marketable securities

 

(14

)

 

Net cash used in investing activities

 

(3,561

)

(1,011

)

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

Principal reduction on obligations to financial institutions

 

(3,470

)

(5,415

)

Payment of deferred financing costs

 

 

(468

)

Decrease (increase) in restricted cash

 

131

 

(73

)

Net cash used in financing activities

 

(3,339

)

(5,956

)

 

 

 

 

 

 

Effect of exchange rate changes on cash

 

(8

)

(7

)

 

 

 

 

 

 

Net decrease in cash and cash equivalents

 

(850

)

(3,113

)

 

 

 

 

 

 

Cash and cash equivalents at beginning of period

 

10,179

 

17,997

 

 

 

 

 

 

 

Cash and cash equivalents at end of period

 

$

9,329

 

$

14,884

 

 

See accompanying notes to unaudited consolidated financial statements.

 

6



 

MORTON’S RESTAURANT GROUP, INC. AND SUBSIDIARIES

 

Notes to Unaudited Consolidated Financial Statements

 

April 3, 2005 and April 4, 2004

 

1)                                     Basis of Presentation

The accompanying unaudited consolidated financial statements of Morton’s Restaurant Group, Inc. and its subsidiaries (the “Company,” “we,” “us” and “our”) have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements and should be read in conjunction with the Annual Report on Form 10-K for the fiscal year ended January 2, 2005.

 

The accompanying consolidated financial statements are unaudited and include all adjustments (consisting of normal recurring adjustments and accruals) that management considers necessary for a fair presentation of its financial position and results of operations for the interim periods presented.  The results of operations for the interim periods are not necessarily indicative of the results that may be expected for the full year.

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management of the Company to make estimates and assumptions relating to the reported amount of assets, liabilities, revenues and expenses reported during the period.  Actual results could differ from those estimates.

 

The Company uses a 52/53 week fiscal year which ends on the Sunday closest to January 1. Approximately every six or seven years, a 53rd week will be added.

 

Morton’s Restaurant Group, Inc. (“MRG”) was incorporated as a Delaware corporation on October 3, 1988 and is a wholly-owned subsidiary of Morton’s Holding Company, Inc. (“MHCI”), which was incorporated as a Delaware corporation on March 10, 2004 and became the direct parent of MRG on June 4, 2004. MHCI is a wholly owned subsidiary of Morton’s Holdings, LLC (“MHLLC”), a Delaware limited liability company formed April 4, 2004.

 

2)                                     Recent Events

During March 2005, the Company received proceeds of approximately $658,000 from the sale of stock in Charlie Brown’s Acquisition Corp., an affiliate of Castle Harlan, Inc., and recorded a gain on the sale of its investment of approximately $648,000 in the consolidated statement of income for the three month period ended April 3, 2005.

 

3)                                     Statements of Cash Flows

For the purposes of the consolidated statements of cash flows, the Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents.  The Company paid cash interest, net of amounts capitalized, of approximately $97,000 and $495,000, and income taxes, net of refunds, of approximately $378,000 and $120,000, for the three month periods ended April 3, 2005 and April 4, 2004, respectively.

 

7



 

4)                                     Restricted Cash

Restricted cash of $417,000 and $548,000 as of April 3, 2005 and January 2, 2005, respectively, represents cash collateral relating to an interest rate swap agreement with Bank of America, formerly Fleet National Bank (“B of A”). See Note 6.

 

5)                                     Intangible Asset and Goodwill

The identifiable intangible asset acquired represents the Company’s trade name “Morton’s,” which has an indefinite life and accordingly is not subject to amortization, but is subject to impairment testing. The trade name is used in the advertising and marketing of the restaurants and is widely recognized and accepted by consumers in its respective market as an indication of and recognition of service, value and quality. Goodwill represents the excess of costs over fair value of assets of the business acquired. During the first quarter of fiscal 2005, goodwill was reduced by $244,000 which represents an adjustment in purchase accounting as a result of a revision to a deferred tax asset valuation allowance assumed at the time of purchase.

 

6)                                     Derivative Financial Instruments

The Company accounts for its derivative financial instruments in accordance with SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” as amended by SFAS No. 137 and SFAS No. 138.  SFAS No. 133 establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities.  It requires that an entity recognize all derivatives as either assets or liabilities in the statement of financial position and measures those instruments at fair value.  As of April 3, 2005, the Company’s derivative financial instrument consists of one interest rate swap agreement with a notional amount of $20,000,000. Additionally, one interest rate swap agreement with a notional amount of $20,000,000 expired in October 2004. The Company’s interest rate swap agreements are accounted for as speculative instruments and resulting changes in fair market value have been charged or credited to interest expense, net in the consolidated statements of income.  As of April 3, 2005, in accordance with SFAS No. 133 the receivable was approximately $8,000. As of January 2, 2005, in accordance with SFAS No. 133, the liability was approximately $77,000.

 

7)                                     Comprehensive Income

The components of comprehensive income for the three month periods ended April 3, 2005 and April 4, 2004 are as follows (amounts in thousands):

 

 

 

Three month periods ended

 

 

 

April 3, 2005

 

April 4, 2004

 

 

 

 

 

 

 

Net income

 

$

2,154

 

$

1,909

 

Other comprehensive income (loss):

 

 

 

 

 

Foreign currency translation

 

(20

)

(32

)

Total comprehensive income

 

$

2,134

 

$

1,877

 

 

8)                                     Employee Subscription Agreements

Certain of our executives and other employees have been granted common units of MHLLC, which represent an ownership interest in MHLLC, pursuant to employee subscription agreements.  MHLLC’s Board approved 1,711,344 units available for grant of which 1,497,585, 28,600 and 20,800 were granted in fiscal 2003, fiscal 2004 and on January 25, 2005, respectively.  The fair value of each common unit granted during fiscal 2003, fiscal 2004 and on January 25, 2005 was $0.01.  Common units granted to an employee pursuant to employee subscription agreements are granted at no cost to the employee. These common units are subject to vesting.  Fifty percent of the granted common units vest upon certain dates if the employee is employed as of such date.  However, if the employee has been continuously employed by the Company from the date of grant to the date of a change of control, any unvested time vesting units will immediately vest simultaneously with the consummation of the change of control. In addition, fifty percent of the

 

8



 

common units will vest upon certain change of control or liquidation events if, upon the occurrence of such an event, Castle Harlan Partners III, L.P. achieves an internal rate of return of at least 30% and the employee is employed as of such date.  Upon termination of employment, unvested common units will be forfeited and vested common units will be subject to repurchase pursuant to the terms of MHLLC’s operating agreement.  Stock-based employee compensation expense related to this plan is charged to the Company based on the recognition and measurement provisions of Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees,” and related interpretations.  Accordingly, the Company recognized compensation expense relating to the vesting of common units granted in our consolidated statements of income for the three periods ended April 3, 2005 and April 4, 2004.  The compensation expense recorded during the three month periods ended April 3, 2005 and April 4, 2004, represents the straight-line amortization of the difference between the fair value at the date of grant of $0.01 per common unit and the exercise price (which is zero) of the common units of the outstanding time-vesting common units for the respective period.  The remaining compensation expense that was measured at the date of grant will be amortized on a straight-line basis over the remaining vesting period.  Compensation expense relating to the other 50% of common units granted, which vest upon certain change of control or liquidation events if, upon the occurrence of such an event, Castle Harlan Partners III, L.P. achieves an internal rate of return of at least 30%, will be measured and recognized if and when these events occur.

 

Activity relating to the common units granted pursuant to employee subscription agreements is as follows:

 

Unvested common units outstanding as of January 4, 2004

 

1,482,385

 

Granted units

 

28,600

 

Vested units

 

 

Forfeited units

 

(17,600

)

Unvested common units outstanding as of January 2, 2005

 

1,493,385

 

Granted units

 

20,800

 

Vested units

 

 

Forfeited units

 

(1,000

)

Unvested common units outstanding as of April 3, 2005

 

1,513,185

 

 

As of April 3, 2005, there were 198,159 common units available for grant.

 

In December 2002, the FASB issued SFAS No. 148, “Accounting for Stock-Based Compensation-Transition and Disclosure.” SFAS No. 148 provides alternative methods of transition for a voluntary change to the fair value method of accounting for stock-based employee compensation as originally provided by SFAS No. 123, “Accounting for Stock-Based Compensation.” Additionally, SFAS No. 148 amends the disclosure requirements of SFAS No. 123 to require prominent disclosure in both the annual and interim financial statements about the method of accounting for stock-based compensation and the effect of the method used on reported results. The transitional requirements of SFAS No. 148 are effective for all financial statements for fiscal years ending after December 15, 2002. Due to the fact that the compensation expense on the unvested common units is based on the fair value of the common units of MHLLC at the date of grant, there is no difference between reported net income and the pro forma net income that would be recognized under SFAS No. 123.

 

In December 2004, the FASB issued SFAS No. 123 (revised 2004), “Share-Based Payment.” This statement replaces SFAS No. 123, “Accounting for Stock-Based Compensation” and supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees.” SFAS No. 123(R) requires all stock-based employee compensation to be recorded as an expense in the consolidated statement of operations and that such cost be measured according to the fair value of stock options. SFAS No. 123(R) will be effective the first annual reporting period that begins after June 15, 2005.  As the Company already charges stock-based

 

9



 

employee compensation expense related to units issued pursuant to employee subscription agreements based on the fair value of such units, the adoption of this statement will not have any effect on the Company’s consolidated financial statements.

 

9)                                     Financial Information about Geographic Areas

Income before income taxes for the Company’s domestic and foreign operations are as follows (amounts in thousands):

 

 

 

Three month periods ended

 

 

 

April 3, 2005

 

April 4, 2004

 

 

 

 

 

 

 

Domestic

 

$

3,744

 

$

2,344

 

Foreign

 

563

 

383

 

Total

 

$

4,307

 

$

2,727

 

 

10)                              Restaurant Activity

During July 2004, a new Morton’s steakhouse opened in White Plains, New York. During the first quarter of 2005, new Morton’s steakhouses opened in Bethesda, Maryland; Charlotte, North Carolina and Chicago, Illinois. No restaurants were closed during the three month periods ended April 3, 2005 and April 4, 2004.

 

The Company records rental expense on a straight-line basis from the date that the Company takes control of the premises over the lease term. Any difference between the calculated expense and the amounts actually paid are reflected as a deferred rent liability included in other liabilities in the consolidated balance sheets. The Company also includes landlord allowances for leasehold improvements, furniture, fixtures and equipment in the deferred rent liability. These amounts are amortized on a straight-line basis from the date that the Company takes control of the premise over the lease term. The Company has a policy of capitalizing the portion of deferred rent during the construction period to leasehold improvements.

 

11)                              Legal Matters and Contingencies

Since August 2002, a number of the Company’s current and former employees in New York, Boston and Florida have initiated arbitrations with the American Arbitration Association in their respective states alleging that the Company has violated state (Boston arbitration), state and federal (New York arbitrations) and federal (Florida arbitrations) wage and hour laws regarding the sharing of tips with other employees and failure to pay for all hours worked. In general, the complainants are seeking restitution of tips, the difference between the tip credit wage and the minimum wage, payment for hours worked off the clock (Florida only), liquidated damages and attorneys’ fees and costs. The arbitrator in the New York arbitrations has permitted the complainants to consolidate their arbitrations into one action and proceed as a collective action. The Florida complainants are also seeking to consolidate their arbitrations. The arbitrator has ruled that the claims cannot be consolidated but believes a collective action would be permitted. The Boston arbitrator has ruled that the claimants may proceed as a class, but to date there are only three people in the class and no class has been certified. The Company intends to and is contesting these matters vigorously. Management believes an adverse opinion in any one of these cases would not have a material adverse impact on the Company’s financial condition.

 

In November 2004, current and former employees of the Sacramento Morton’s steakhouse commenced a federal lawsuit asserting individual, representative and class claims against the Sacramento Morton’s steakhouse and several other Morton’s steakhouses.  The plaintiffs asserted claims based on the Company’s alleged failure to provide them with meal and rest periods, and for unlawful tip sharing and unfair competition.  The plaintiffs seek restitution of tips, meal and break period compensation and

 

10



 

attorney’s fees. Dismissals with prejudice for all defendants, except the Sacramento Morton’s steakhouse, have been filed.  The Sacramento Morton’s steakhouse has filed motions seeking to dismiss the claims brought against it.

 

The Company is involved in various other claims and legal actions arising in the ordinary course of business. Management does not believe that the ultimate resolution of these actions will have a material adverse effect on the Company’s consolidated financial position, results of operations, liquidity and capital resources.

 

12)                              Supplemental Condensed Consolidating Financial Information

The obligations of Morton’s Restaurant Group, Inc. (the “Issuer”) related to the 7.5% senior secured notes are fully and unconditionally guaranteed on a joint and several basis and on a senior basis by certain of the Company’s wholly-owned domestic subsidiaries (the “Guarantors”). These guarantees are senior secured obligations of the Guarantors, subject to liens permitted under the indenture governing the 7.5% senior secured notes, rank senior in right of payment to all subordinated indebtedness of the Guarantors and rank pari passu in right of payment with all existing and future senior indebtedness of the Guarantors. There are no restrictions on the Company’s ability to obtain cash dividends or other distributions of funds from the Guarantors, except those imposed by applicable law and certain contractual restrictions, which do not exceed 25% of consolidated net assets of any Guarantor, that are permitted under the indenture governing the 7.5% senior secured notes. The following supplemental financial information sets forth, on a condensed consolidating basis, balance sheets, statements of operations and statements of cash flows for the Issuer, domestic subsidiaries of the Company that are Guarantors and foreign subsidiaries and domestic subsidiaries of the Company that are not Guarantors (collectively, the “Non-Guarantor Subsidiaries”). The Company has not presented separate financial statements and other disclosures concerning the Guarantor Subsidiaries because management has determined that such information is not material to investors.

 

Supplemental Consolidating Balance Sheet

April 3, 2005

(unaudited)

 

(amounts in thousands)

 

 

 

Issuer

 

Guarantor
Subsidiaries

 

Non-Guarantor
Subsidiaries

 

Eliminations

 

Consolidated

 

Assets

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

6,941

 

$

1,950

 

$

438

 

$

 

$

9,329

 

Restricted cash

 

417

 

 

 

 

417

 

Marketable securities

 

4,126

 

 

 

 

4,126

 

Accounts receivable

 

 

4,942

 

228

 

 

5,170

 

Inventories

 

 

8,686

 

610

 

 

9,296

 

Prepaid expenses and other current assets

 

1,039

 

5,393

 

47

 

 

6,479

 

Deferred income taxes

 

(3,094

)

6,717

 

 

 

3,623

 

 

 

 

 

 

 

 

 

 

 

 

 

Total current assets

 

9,429

 

27,688

 

1,323

 

 

38,440

 

 

 

 

 

 

 

 

 

 

 

 

 

Property and equipment, net

 

139

 

62,284

 

969

 

 

63,392

 

Intangible asset

 

 

92,000

 

 

 

92,000

 

Goodwill

 

 

61,545

 

 

 

61,545

 

Other assets and deferred expenses, net

 

7,489

 

3,412

 

301

 

(2,520

)

8,682

 

Amounts due from affiliates

 

117,948

 

 

573

 

(118,521

)

 

 

 

$

135,005

 

$

246,929

 

$

3,166

 

$

(121,041

)

$

264,059

 

 

11



 

Supplemental Consolidating Balance Sheet

April 3, 2005

(unaudited)

 

(amounts in thousands, except share and per share amounts)

 

 

 

Issuer

 

Guarantor
Subsidiaries

 

Non-Guarantor
Subsidiaries

 

Eliminations

 

Consolidated

 

Liabilities and Stockholder’s Equity

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

$

5,701

 

$

29,321

 

$

950

 

$

 

$

35,972

 

Current portion of obligations to financial institution

 

 

134

 

 

 

134

 

Accrued income taxes

 

(6,223

)

7,229

 

(709

)

 

297

 

Amounts due to affiliates

 

 

118,521

 

 

(118,521

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Total current liabilities

 

(522

)

155,205

 

241

 

(118,521

)

36,403

 

 

 

 

 

 

 

 

 

 

 

 

 

7.5% senior secured notes, net of unamortized discount of $12,822

 

92,178

 

 

 

 

92,178

 

Obligations to financial institution, less current maturities

 

 

3,553

 

 

 

3,553

 

Deferred income taxes

 

 

23,004

 

 

 

23,004

 

Other liabilities

 

(29

)

9,377

 

98

 

 

9,446

 

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities

 

91,627

 

191,139

 

339

 

(118,521

)

164,584

 

 

 

 

 

 

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholder’s equity:

 

 

 

 

 

 

 

 

 

 

 

Common stock, $0.01 par value per share. Authorized, issued and outstanding 1,000 shares

 

 

 

 

 

 

Additional paid-in capital

 

97,077

 

2,520

 

 

(2,520

)

97,077

 

Accumulated other comprehensive income (loss)

 

 

350

 

(181

)

 

169

 

(Accumulated deficit) retained earnings

 

(53,699

)

52,920

 

3,008

 

 

2,229

 

 

 

 

 

 

 

 

 

 

 

 

 

Total stockholder’s equity

 

43,378

 

55,790

 

2,827

 

(2,520

)

99,475

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$$$

135,005

 

$

246,929

 

$

3,166

 

$

(121,041

)

$

264,059

 

 

12



 

Supplemental Consolidating Balance Sheet

January 2, 2005

(unaudited)

 

(Amounts in thousands)

 

 

 

Issuer

 

Guarantor
Subsidiaries

 

Non-Guarantor
Subsidiaries

 

Eliminations

 

Consolidated

 

Assets

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

9,014

 

$

535

 

$

630

 

$

 

$

10,179

 

Restricted cash

 

548

 

 

 

 

548

 

Marketable securities

 

4,112

 

 

 

 

4,112

 

Accounts receivable

 

1

 

4,172

 

173

 

 

4,346

 

Inventories

 

 

8,717

 

585

 

 

9,302

 

Prepaid expenses and other current assets

 

677

 

5,866

 

57

 

 

6,600

 

Deferred income taxes

 

(991

)

6,228

 

 

 

5,237

 

 

 

 

 

 

 

 

 

 

 

 

 

Total current assets

 

13,361

 

25,518

 

1,445

 

 

40,324

 

 

 

 

 

 

 

 

 

 

 

 

 

Property and equipment, net

 

147

 

60,227

 

1,113

 

 

61,487

 

Intangible asset

 

 

92,000

 

 

 

92,000

 

Goodwill

 

 

61,789

 

 

 

61,789

 

Other assets and deferred expenses, net

 

7,774

 

3,297

 

285

 

(2,520

)

8,836

 

Amounts due from affiliates

 

119,894

 

 

179

 

(120,073

)

 

 

 

$

141,176

 

$

242,831

 

$

3,022

 

$

(122,593

)

$

264,436

 

 

13



 

Supplemental Consolidating Balance Sheet

January 2, 2005

(unaudited)

 

(Amounts in thousands, except share and per share amounts)

 

 

 

Issuer

 

Guarantor
Subsidiaries

 

Non-Guarantor
Subsidiaries

 

Eliminations

 

Consolidated

 

Liabilities and Stockholder’s Equity

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

$

4,348

 

$

31,698

 

$

1,246

 

$

 

$

37,292

 

Current portion of obligations to financial institutions

 

 

521

 

 

 

521

 

Accrued income taxes

 

(3,850

)

4,827

 

(598

)

 

379

 

Amounts due from affiliates

 

 

120,073

 

 

(120,073

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Total current liabilities

 

498

 

157,119

 

648

 

(120,073

)

38,192

 

 

 

 

 

 

 

 

 

 

 

 

 

7.5% senior secured notes, net of unamortized discount of $13,283

 

91,717

 

 

 

 

91,717

 

Obligations to financial institutions, less current maturities

 

 

6,636

 

 

 

6,636

 

Deferred income taxes

 

 

23,004

 

 

 

23,004

 

Other liabilities

 

(42

)

7,493

 

95

 

 

7,546

 

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities

 

92,173

 

194,252

 

743

 

(120,073

)

167,095

 

 

 

 

 

 

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholder’s equity:

 

 

 

 

 

 

 

 

 

 

 

Common stock, $0.01 par value per share. Authorized, issued and outstanding 1,000 shares

 

 

 

 

 

 

Additional paid-in capital

 

97,077

 

2,520

 

 

(2,520

)

97,077

 

Accumulated other comprehensive income (loss)

 

 

355

 

(166

)

 

189

 

(Accumulated deficit) retained earnings

 

(48,074

)

45,704

 

2,445

 

 

75

 

 

 

 

 

 

 

 

 

 

 

 

 

Total stockholder’s equity

 

49,003

 

48,579

 

2,279

 

(2,520

)

97,341

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

141,176

 

$

242,831

 

$

3,022

 

$

(122,593

)

$

264,436

 

 

14



 

Supplemental Consolidating Statement of Operations

Three month period ended April 3, 2005

(unaudited)

 

(amounts in thousands)

 

 

 

Issuer

 

Guarantor
Subsidiaries

 

Non-Guarantor
Subsidiaries

 

Eliminations

 

Consolidated

 

Revenues

 

$

4,623

 

$

73,675

 

$

3,516

 

$

(4,623

)

$

77,191

 

 

 

 

 

 

 

 

 

 

 

 

 

Food and beverage costs

 

 

24,751

 

1,104

 

 

25,855

 

Restaurant operating expenses

 

 

33,122

 

1,654

 

 

34,776

 

Pre-opening costs, depreciation, amortization and non-cash charges

 

15

 

2,568

 

141

 

 

2,724

 

General and administrative expenses

 

5,199

 

4,623

 

 

(4,623

)

5,199

 

Marketing and promotional expenses

 

 

1,369

 

54

 

 

1,423

 

Costs associated with the repayment of certain debt

 

174

 

 

 

 

174

 

Gain on sale of investment

 

(648

)

 

 

 

(648

)

Interest expense, net

 

2,655

 

26

 

 

 

2,681

 

Management fee paid to related party

 

700

 

 

 

 

700

 

 

 

 

 

 

 

 

 

 

 

 

 

(Loss) income before income taxes

 

(3,472

)

7,216

 

563

 

 

4,307

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax expense

 

2,153

 

 

 

 

2,153

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss) income

 

$

(5,625

)

$

7,216

 

$

563

 

$

 

$

2,154

 

 

 

Supplemental Consolidating Statement of Operations

Three month period ended April 4, 2004

(unaudited)

 

(amounts in thousands)

 

 

 

Issuer

 

Guarantor
Subsidiaries

 

Non-Guarantor
Subsidiaries

 

Eliminations

 

Consolidated

 

Revenues

 

$

4,371

 

$

69,704

 

$

3,277

 

$

(4,371

)

$

72,981

 

 

 

 

 

 

 

 

 

 

 

 

 

Food and beverage costs

 

 

23,403

 

1,069

 

 

24,472

 

Restaurant operating expenses

 

 

30,947

 

1,651

 

 

32,598

 

Pre-opening costs, depreciation, amortization and non-cash charges

 

3

 

1,548

 

83

 

 

1,634

 

General and administrative expenses

 

4,886

 

4,371

 

 

(4,371

)

4,886

 

Marketing and promotional expenses

 

 

2,538

 

91

 

 

2,629

 

Costs associated with the repayment of certain debt

 

264

 

 

 

 

264

 

Interest expense, net

 

2,788

 

283

 

 

 

3,071

 

Management fee paid to related party

 

700

 

 

 

 

700

 

 

 

 

 

 

 

 

 

 

 

 

 

(Loss) income before income taxes

 

(4,270

)

6,614

 

383

 

 

2,727

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax expense

 

818

 

 

 

 

818

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss) income

 

$

(5,088

)

$

6,614

 

$

383

 

$

 

$

1,909

 

 

15



 

Supplemental Consolidating Statement of Cash Flows

Three month period ended April 3, 2005

(unaudited)

 

(amounts in thousands)

 

 

 

Issuer

 

Guarantor
Subsidiaries

 

Non-Guarantor
Subsidiaries

 

Consolidated

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

Net (loss) income

 

$

(5,625

)

$

7,216

 

$

563

 

$

2,154

 

Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:

 

 

 

 

 

 

 

 

 

Depreciation, amortization and other non-cash charges

 

751

 

1,712

 

146

 

2,609

 

Deferred income taxes

 

2,103

 

(245

)

 

1,858

 

Change in assets and liabilities:

 

 

 

 

 

 

 

 

 

Accounts receivable

 

1

 

(770

)

(57

)

(826

)

Inventories

 

 

32

 

(30

)

2

 

Prepaid expenses and other assets

 

1,594

 

(1,195

)

(404

)

(5

)

Accounts payable, accrued expenses and other liabilities

 

1,366

 

(733

)

(283

)

350

 

Accrued income taxes

 

(2,373

)

2,402

 

(113

)

(84

)

Net cash (used in) provided by operating activities

 

(2,183

)

8,419

 

(178

)

6,058

 

 

 

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

Purchases of property and equipment

 

(7

)

(3,534

)

(6

)

(3,547

)

Increase in marketable securities

 

(14

)

 

 

(14

)

Net cash used in investing activities

 

(21

)

(3,534

)

(6

)

(3,561

)

 

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

Principal reduction on obligations to financial institutions

 

 

(3,470

)

 

(3,470

)

Decrease in restricted cash

 

131

 

 

 

131

 

Net cash provided by (used in) financing activities

 

131

 

(3,470

)

 

(3,339

)

 

 

 

 

 

 

 

 

 

 

Effect of exchange rate changes on cash

 

 

 

(8

)

(8

)

 

 

 

 

 

 

 

 

 

 

Net (decrease) increase in cash and cash equivalents

 

(2,073

)

1,415

 

(192

)

(850

)

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents at beginning of period

 

9,014

 

535

 

630

 

10,179

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents at end of period

 

$

6,941

 

$

1,950

 

$

438

 

$

9,329

 

 

16



 

Supplemental Consolidating Statement of Cash Flows

Three month period ended April 4, 2004

(unaudited)

 

(amounts in thousands)

 

 

 

Issuer

 

Guarantor
Subsidiaries

 

Non-Guarantor
Subsidiaries

 

Consolidated

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

Net (loss) income

 

$

(5,088

)

$

6,614

 

$

383

 

$

1,909

 

Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:

 

 

 

 

 

 

 

 

 

Depreciation, amortization and other non-cash charges

 

700

 

1,903

 

126

 

2,729

 

Deferred income taxes

 

2,836

 

(1,972

)

 

864

 

Change in assets and liabilities:

 

 

 

 

 

 

 

 

 

Accounts receivable

 

(49

)

(885

)

(48

)

(982

)

Inventories

 

 

46

 

50

 

96

 

Prepaid expenses and other assets

 

9,089

 

(8,329

)

(293

)

467

 

Accounts payable, accrued expenses and other liabilities

 

1,529

 

(2,327

)

(261

)

(1,059

)

Accrued income taxes

 

(12,054

)

11,979

 

(88

)

(163

)

Net cash (used in) provided by operating activities

 

(3,037

)

7,029

 

(131

)

3,861

 

 

 

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

Purchases of property and equipment

 

(29

)

(963

)

(19

)

(1,011

)

Net cash used in investing activities

 

(29

)

(963

)

(19

)

(1,011

)

 

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

Principal reduction on obligations to financial institutions and capital leases

 

 

(5,415

)

 

(5,415

)

Payment of deferred financing costs

 

(468

)

 

 

(468

)

Increase in restricted cash

 

(73

)

 

 

(73

)

Net cash used in financing activities

 

(541

)

(5,415

)

 

(5,956

)

 

 

 

 

 

 

 

 

 

 

Effect of exchange rate changes on cash

 

 

 

(7

)

(7

)

 

 

 

 

 

 

 

 

 

 

Net (decrease) increase in cash and cash equivalents

 

(3,607

)

651

 

(157

)

(3,113

)

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents at beginning of period

 

17,911

 

(614

)

700

 

17,997

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents at end of period

 

$

14,304

 

$

37

 

$

543

 

$

14,884

 

 

17



 

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Results of Operations

 

Our net income increased $0.2 million, or 12.8%, to $2.2 million for the three month period ended April 3, 2005 from $1.9 million for the three month period ended April 4, 2004.  The increase is primarily due to a decrease in marketing and promotional expenses partially offset by an increase in pre-opening costs.

 

Revenues increased $4.2 million, or 5.8%, to $77.2 million for the three month period ended April 3, 2005 from $73.0 million for the three month period ended April 4, 2004. Revenues increased $0.5 million due to an increase in comparable revenues from restaurants open all of both fiscal years. Revenues increased $3.7 million due to the opening of four new restaurants (three in fiscal 2005 and one in fiscal 2004). Average revenue per restaurant open all of either period increased 0.9%. Revenues for the three month period ended April 3, 2005 also reflect the impact of an aggregate menu price increase of approximately 3% in February 2004.

 

Percentage changes in comparable restaurant revenues for the three month periods ended April 3, 2005 versus April 4, 2004 for restaurants open all of both periods are as follows:

 

 

 

Three month period
ended April 3, 2005 vs.
April 4, 2004
Percentage Change

 

 

 

 

 

Morton’s

 

0.7

%

Bertolini’s

 

1.1

%

Total

 

0.7

%

 

Our business is somewhat seasonal in nature, with revenues generally being less in the third quarter primarily due to our reduced summer volume.  We believe we may incur a net loss or generate a small profit in the second and third quarters of fiscal 2005.

 

Food and beverage costs increased $1.4 million, or 5.7%, to $25.9 million for the three month period ended April 3, 2005 from $24.5 million for the three month period ended April 4, 2004. This increase was primarily due to the opening of three additional restaurants. These costs as a percentage of revenues remained consistent at 33.5% for the three month periods ended April 3, 2005 and April 4, 2004.

 

Restaurant operating expenses, which include labor, occupancy and other operating expenses, increased $2.2 million, or 6.7%, to $34.8 million for the three month period ended April 3, 2005 from $32.6 million for the three month period ended April 4, 2004. This increase was primarily due to the opening of three additional restaurants and increases in labor and benefit costs. Restaurant operating expenses as a percentage of revenues increased 0.4% to 45.1% for the three month period ended April 3, 2005 from 44.7% for the three month period ended April 4, 2004. Included in the three month periods ended April 3, 2005 and April 4, 2004 is non-cash rent recorded in accordance with SFAS No. 13 of $0.2 million and $0.4 million, respectively.

 

Pre-opening costs, depreciation, amortization and non-cash charges increased $1.1 million, or 66.7%, to $2.7 million for the three month period ended April 3, 2005 from $1.6 million for the three month period ended April 4, 2004. These costs increased as a percentage of revenues by 1.3% to 3.5% for the three month

 

18



 

period ended April 3, 2005 from 2.2% for the three month period ended April 4, 2004.  We expense all costs incurred during start-up activities, including pre-opening costs, as incurred. Pre-opening costs incurred and recorded as expense were $1.1 million for the three month period ended April 3, 2005. There were no comparable expenses for the three month period ended April 4, 2004.  The number of restaurants opened, the timing of restaurant openings and the costs per restaurant opened affected the amount of these costs.

 

General and administrative expenses increased $0.3 million, or 6.4%, to $5.2 million for the three month period ended April 3, 2005 from $4.9 million for the three month period ended April 4, 2004. The increase was primarily due to increased legal and professional costs.  These costs as a percentage of revenues remained consistent at 6.7% for the three month periods ended April 3, 2005 and April 4, 2004.

 

Marketing and promotional expenses decreased $1.2 million, or 45.9%, to $1.4 million for the three month period ended April 3, 2005 from $2.6 million for the three month period ended April 4, 2004. These costs as a percentage of revenues decreased 1.8% to 1.8% for the three month period ended April 3, 2005 from 3.6% for the three month period ended April 4, 2004. These decreases were primarily due to decreased spending for print media advertising.

 

Costs associated with the repayment of certain debt of $0.2 million and $0.3 million for the three month periods ended April 3, 2005 and April 4, 2004, respectively, represent prepayment penalties that were incurred with the early repayment of certain mortgages.

 

Gain on sale of investment of $0.6 million for the three month period ended April 3, 2005 represents a gain from the sale of stock in a privately owned company.

 

Interest expense, net, decreased $0.4 million, or 12.7%, to $2.7 million for the three month period ended April 3, 2005 from $3.1 million for the three month period ended April 4, 2004.  The decrease is primarily due to the repayment of certain mortgages in April 2004 and February 2005. Interest income was not significant in any of these periods.

 

Management fee paid to related party was $0.7 million for the three month periods ended April 3, 2005 and April 4, 2004. We paid this fee pursuant to MHLLC’s management agreement with Castle Harlan, Inc.

 

Provision for income taxes consisted of an income tax expense of $2.2 million  and $0.8 million for the three month periods ended April 3, 2005 and April 4, 2004, respectively. Our 2005 effective tax rate differs from the statutory rate due to non-deductible interest relating to our 7.5% senior secured notes and other non-deductible items.

 

Liquidity and Capital Resources

 

Our principal liquidity requirements are to service our debt and meet our working capital and capital expenditure needs. Subject to our operating performance, which, if significantly adversely affected, would adversely affect the availability of funds, we expect to be able to meet our liquidity requirements for the foreseeable future through cash provided by operations and through borrowings available under our working capital facility. We cannot be sure, however, that this will be the case. As of April 3, 2005, we had cash and cash equivalents of $9.3 million compared to $10.2 million as of January 2, 2005.

 

Working Capital and Cash Flows

 

In the past we have had, and in the future we may have, negative working capital balances. We do not have significant receivables and we receive trade credit based upon negotiated terms in purchasing food and supplies. Funds available from cash sales not needed immediately to pay for food and supplies or to finance

 

19



 

receivables or inventories historically have typically been used for noncurrent capital expenditures and or payments of long-term debt balances under our prior revolving credit agreement.

 

Operating Activities.  Cash flows provided by operating activities for the three month period ended April 3, 2005 were $6.1 million, consisting primarily of a net increase in cash of $4.8 million resulting from net income before depreciation, amortization and other non-cash charges and a change in deferred income taxes of $1.9 million partially offset by a net decrease in cash of $0.8 million due to an increase in accounts receivable.

 

Investing Activities.  Cash flows used in investing activities for the three month period ended April 3, 2005 were $3.6 million primarily due to purchases of property and equipment of $3.6 million, which include capital expenditures related to the three Morton’s steakhouses opened during the first quarter of fiscal 2005.

 

Financing Activities.  Cash flows used in financing activities for the three month period ended April 3, 2005 were $3.3 million primarily consisting of net principal reduction on obligations to financial institutions of $3.5 million, primarily due to the early repayment of two mortgages aggregating $3.4 million.

 

Debt and Other Obligations.

 

7.5% Senior Secured Notes.  On July 7, 2003, we completed a private offering of $105.0 million in aggregate principal amount at maturity of 7.5% senior secured notes due July 1, 2010.  The notes were issued at a discount of 15% and a yield to maturity of 12.005% including the accretion of the discount and the amortization of the related deferred financing costs.  The notes are fully and unconditionally guaranteed on a senior secured basis by all of our present and future domestic restricted subsidiaries.  On December 22, 2003, we filed a registration statement with the Securities and Exchange Commission with respect to notes having substantially identical terms as the original notes, as part of an offer to exchange registered notes for the privately-issued original notes. The new notes evidence the same debt as the original notes, are entitled to the benefits of the indenture governing the original notes and are treated under the indenture as a single class with the original notes. The exchange offer was completed on January 28, 2004.  We refer to these notes as our 7.5% senior secured notes.

 

Our domestic restricted subsidiaries presently consist of all of our domestic subsidiaries that either own restaurants or own subsidiaries that own restaurants. As restricted subsidiaries, each of these guarantors of the 7.5% senior secured notes is subject to all of the terms, conditions and covenants contained in the indenture governing the 7.5% senior secured notes that apply to restricted subsidiaries. The 7.5% senior secured notes are not guaranteed by our foreign subsidiaries due to the tax implications of providing such guarantees, or by our unrestricted subsidiaries, which presently consist of subsidiaries that have no material assets. Our unrestricted subsidiaries are not subject to the terms, conditions or covenants contained in the indenture, and must interact with MRG and our restricted subsidiaries on the same basis as unrelated third parties. From time to time, we may designate other subsidiaries as unrestricted subsidiaries subject to the terms and conditions set forth in the indenture.

 

The 7.5% senior secured notes and the guarantees are secured by substantially all of our, and our domestic restricted subsidiaries’ tangible and intangible assets, as well as by a pledge of a portion of the stock of the subsidiaries owned by us and by our domestic restricted subsidiaries, in each case subject to the prior ranking claims on such assets by the lender under our working capital facility and holders of any capital lease obligations and certain other secured indebtedness. The indenture governing the 7.5% senior secured notes permits us to incur other senior secured indebtedness and to grant liens on our assets under certain circumstances.

 

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We pay interest on the 7.5% senior secured notes semi-annually in cash, in arrears, on January 1 and July 1 at an annual rate of 7.5%. The indenture governing the 7.5% senior secured notes contains various affirmative and negative covenants, subject to a number of important limitations and exceptions, including but not limited to those limiting our ability to incur additional indebtedness or enter into sale and leaseback transactions; pay dividends, redeem stock or make other distributions; issue stock of our subsidiaries; make certain investments or acquisitions; grant liens on assets; enter into transactions with affiliates; merge, consolidate or transfer substantially all of our assets; and transfer and sell assets. Our indenture has a covenant that limits our incurrence of additional indebtedness other than Permitted Indebtedness (defined therein) unless on the date of the incurrence of additional indebtedness our Consolidated Fixed Charge Coverage Ratio (defined therein) will be, after giving effect to the incurrence thereof and the application of the proceeds thereof, greater than 2.25 to 1.0. The indenture defines Consolidated Fixed Charge Coverage Ratio as the ratio of Consolidated EBITDA to Consolidated Fixed Charges (defined therein).

 

The indenture governing the 7.5% senior secured notes contains various events of default, including but not limited to those related to non-payment of principal, interest or fees; violations of certain covenants; certain bankruptcy-related events; invalidity of liens; non-payment of certain legal judgments; and cross defaults with certain other indebtedness. As of April 3, 2005, we were in compliance with all of our financial covenants.

 

We can redeem the 7.5% senior secured notes on or after July 1, 2007, except we may redeem up to 35% of the 7.5% senior secured notes prior to July 1, 2006 with the proceeds of one or more public equity offerings. We are required to redeem the 7.5% senior secured notes under certain circumstances involving changes of control. Additionally, if we or any of our domestic restricted subsidiaries engage in asset sales, we generally must either invest the net cash proceeds from such sales in our business within 360 days, prepay the debt under our working capital facility or certain other secured debt or make an offer to purchase a portion of the 7.5% senior secured notes having an accreted value equal to the excess net cash proceeds.

 

Working Capital Facility. On July 7, 2003, we entered into a $15.0 million senior secured working capital facility with Wells Fargo Foothill, Inc. Our working capital facility matures on July 7, 2007. Availability under our working capital facility is limited to the lesser of (i) $15.0 million and (ii) the borrowing base amount, in each case, less the sum of (a) the revolving loans then outstanding (including letters of credit) and (b) reserves required by the lender. The borrowing base amount is defined as the lesser of (A) 80% of our twelve-month trailing EBITDA, as determined in accordance with the most recently delivered financial statements, or (B) 25% of our “enterprise value,” determined to be $168.0 million as of July 7, 2003, and thereafter to be the amount determined by a third party appraiser. We are permitted to repay and reborrow such advances until the maturity date. As of April 3, 2005, we had no borrowings outstanding under our working capital facility. At our option, up to $7.5 million of the facility can consist of one or more letters of credit issued by the lender. As of April 3, 2005, $1.0 million was restricted for letters of credit under our working capital facility. Our working capital facility is guaranteed by all of our domestic restricted subsidiaries and secured by a first priority perfected security interest in all of the collateral securing the 7.5% senior secured notes. Interest will accrue on borrowings under our working capital facility at a floating rate of interest per annum equal to the rate of interest announced from time to time within the lender’s principal office in San Francisco as its “prime rate” plus 1.75%, or a LIBOR-based equivalent thereof. Interest is calculated on the basis of a 360-day year and will be payable monthly for base rate loans and at the end of each interest period for LIBOR loans (but not less frequently than quarterly). Our working capital facility contains certain customary fees, including a closing fee, anniversary fees, servicing fees and pre-payment fees.

 

Our working capital facility contains various affirmative and negative covenants customary for similar working capital facilities, including but not limited to covenants pertaining to mergers and sales of assets outside the ordinary course of business; use of proceeds; granting of liens; incurrence of indebtedness;

 

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restricted payments; voluntary prepayment of indebtedness, including the 7.5% senior secured notes; payment of dividends; business activities; investments and acquisitions; transactions with affiliates; certain restrictions affecting subsidiaries; fundamental changes; and amendments or modifications to instruments governing certain indebtedness. Our working capital facility also requires us to achieve and maintain a twelve-month trailing EBITDA (as defined therein) of not less than $16.0 million. As of April 3, 2005, we were in compliance with all of our financial covenants.

 

Our working capital facility contains customary events of default, including but not limited to those related to non-payment of principal, interest or fees; violations of certain covenants; change of control; certain bankruptcy-related events; inaccuracy of representations and warranties in any material respect; and cross defaults with certain other indebtedness and agreements, including without limitation the indenture governing the 7.5% senior secured notes.

 

CNL Loan.  In March 1997, one of our subsidiaries entered into a $2.5 million loan agreement with CNL Financial I, Inc. (“CNL”).  We repaid this loan in February 2005. This loan was scheduled to mature on April 1, 2007 and bore interest at 10.002% per annum.  This loan was secured by a security interest in the assets of the Morton’s steakhouses located in Chicago (State Street) and Denver (downtown).  Principal and interest payments were due monthly over the term of the loan. On January 2, 2005, the outstanding principal balance of the CNL loan was approximately $0.8 million, of which approximately $0.3 million of principal was included in “Current portion of obligations to financial institutions” in the accompanying consolidated balance sheet.

 

Mortgages.  During 1998 and 1999, certain of our subsidiaries entered into a total of six mortgage loans with GE Capital Franchise Finance aggregating $18.9 million, the proceeds of which were used to fund the purchases of land and construction of restaurants.  The loans generally require monthly payments of principal and interest.  On April 3, 2005 and January 2, 2005 the aggregate outstanding principal balance due on these loans was approximately $3.7 million and $6.4 million, respectively, of which approximately $0.1 million and $0.2 million, respectively, of principal is included in “Current portion of obligations to financial institutions” in the accompanying consolidated balance sheets.  We repaid one mortgage in May 2003, one in September 2003, two mortgages in April 2004 and one mortgage in February 2005.  The remaining mortgage outstanding as of April 3, 2005 bears interest at 7.68% and is scheduled to mature in March 2021.

 

Restaurant Operating Leases.  Our obligations for restaurant operating leases include certain restaurant operating leases for which we, or one of our subsidiaries guarantees, for a portion of the lease term, the performance of the lease by the operating company that is a party thereto.

 

Contractual Commitments.  The following table represents our contractual commitments associated with our debt and other obligations disclosed above as of April 3, 2005:

 

 

 

Remainder of
2005

 

2006

 

2007

 

2008

 

2009

 

Thereafter

 

Total

 

 

 

(amounts in thousands)

 

7.5% senior secured notes, including interest

 

$

7,875

 

$

7,875

 

$

7,875

 

$

7,875

 

$

7,875

 

$

108,938

 

$

148,313

 

Mortgage loan with GE Capital Franchise Finance, including interest

 

334

 

436

 

436

 

435

 

435

 

4,888

 

6,964

 

Subtotal

 

8,209

 

8,311

 

8,311

 

8,310

 

8,310

 

113,826

 

155,277

 

Operating leases

 

14,087

 

19,192

 

19,288

 

19,005

 

18,511

 

107,871

 

197,954

 

Purchase commitments

 

18,602

 

 

 

 

 

 

18,602

 

Letters of credit

 

1,000

 

 

 

 

 

 

1,000

 

Total

 

$

41,898

 

$

27,503

 

$

27,599

 

$

27,315

 

$

26,821

 

$

221,697

 

$

372,833

 

 

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During the first three months of fiscal 2005, our net investment in fixed assets and related investment costs, including pre-opening costs, approximated $4.6 million. We estimate that we will spend up to approximately $19.0 million in fiscal 2005, including the $4.6 million recorded in the first three months of fiscal 2005, to finance ordinary refurbishment of existing restaurants and capital expenditures for new restaurants, which is expected to be reduced by landlord development allowances of approximately $5.0 million. We anticipate that funds generated through operations and through borrowings under our working capital facility will be sufficient to fund planned expansion.  We cannot be sure, however, that this will be the case.

 

New Accounting Standards

 

In December 2004, the FASB issued SFAS No. 123 (revised 2004), “Share-Based Payment.” This statement replaces SFAS No. 123, “Accounting for Stock-Based Compensation” and supersedes Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees.” SFAS No. 123(R) requires all stock-based employee compensation to be recorded as an expense in the consolidated statement of operations and that such cost be measured according to the fair value of stock options. SFAS No. 123(R) will be effective the first annual reporting period that begins after June 15, 2005.  As the Company already charges stock-based employee compensation expense related to units issued pursuant to employee subscription agreements based on the fair value of such units the adoption of this statement will not have any effect on the Company’s consolidated financial statements. See Note 8 to our unaudited consolidated financial statements.

 

In January 2003, the FASB issued FASB Interpretation No. (“FIN”) 46, “Consolidation of Variable Interest Entities, an interpretation of ARB No. 51.” FIN 46 was subject to significant interpretation by the FASB, and was revised and reissued in December 2003 (“FIN 46R”).  FIN 46R states that if an entity has a controlling financial interest in a variable interest entity, the assets, the liabilities and results of activities of the variable interest entity should be included in the consolidated financial statements to the entity.  The adoption of FIN 46 and FIN 46R did not have any effect on the Company’s consolidated financial statements, as the Company does not have any special purpose entities and no other arrangements that meet the definition of a variable interest entity which would require consolidation.

 

In March 2005, the FASB issued FIN 47, “Accounting for Conditional Asset Retirement Obligations.” FIN 47 clarifies that a conditional asset retirement obligation, as used in SFAS 143, “Accounting for Asset Retirement Obligations,” refers to a legal obligation to perform an asset retirement activity in which the timing and/or method of the settlement are conditional on a future event that may or may not be within the control of the entity. Accordingly, an entity is required to recognize a liability for the fair value of a conditional asset retirement obligation if the fair value can be reasonably estimated. FIN 47 is effective January 1, 2006, with early adoption allowed. We have not yet determined the impact, if any, FIN 47 will have on the Company’s consolidated financial statements.

 

Forward-Looking Statements

 

This quarterly report contains various “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  Forward-looking statements, written, oral or otherwise made, represent the Company’s expectation or belief concerning future events.  Without limiting the foregoing, the words “believes,” “thinks,” “anticipates,” “plans,” “expects,” and similar expressions are intended to identify forward-looking statements.  The Company cautions that these statements are further qualified by important economic and competitive factors that could cause actual results to differ materially, or otherwise, from those in the forward-looking statements, including, without limitation, risks of the restaurant industry, including a highly

 

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competitive environment and industry with many well-established competitors with greater financial and other resources than the Company, and the impact of changes in consumer tastes, local, regional and national economic and market conditions, restaurant profitability levels, expansion plans, demographic trends, traffic patterns, employee availability and benefits, cost increases, product safety and availability, government regulation and other risks detailed from time to time in the Company’s reports filed with the Securities and Exchange Commission.  In addition, the Company’s ability to expand is dependent upon various factors, such as the availability of attractive sites for new restaurants, the ability to negotiate suitable lease terms, the ability to generate or borrow funds to develop new restaurants and obtain various government permits and licenses and the recruitment and training of skilled management and restaurant employees.  Accordingly, such forward-looking statements do not purport to be predictions of future events or circumstances and therefore there can be no assurance that any forward-looking statement contained herein will prove to be accurate. The Company assumes no obligation to update the forward-looking statements.

 

Item 3.  Quantitative and Qualitative Disclosure about Market Risk

 

The inherent risk in market risk sensitive instruments and positions primarily relates to potential losses arising from adverse changes in foreign currency exchange rates and interest rates.

 

As of April 3, 2005, we owned and operated four international restaurants, one in Hong Kong, one in Singapore, one in Toronto, Canada and one in Vancouver, Canada. As a result, we are subject to risk from changes in foreign exchange rates. These changes result in cumulative translation adjustments, which are included in accumulated other comprehensive income (loss). We do not consider the potential loss resulting from a hypothetical 10% adverse change in quoted foreign currency exchange rates, as of April 3, 2005, to be material.

 

We also are subject to market risk from exposure to changes in interest rates based on our financing activities. This exposure relates to borrowings under our working capital facility that will be payable at floating rates of interest and the 7.5% senior secured notes that are payable at a fixed rate of interest of 7.5%. As of April 3, 2005, there were no borrowings outstanding under our floating rate working capital facility. A hypothetical 10% fluctuation in interest rates, as of April 3, 2005, would have a net impact of approximately $0.1 million on earnings for the three month period ended April 3, 2005.

 

Item 4.  Controls and Procedures

 

As of the end of the period covered by this report, an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined under the Securities and Exchange Commission rules) was carried out under the supervision and with the participation of the Company’s management, including our Chief Executive Officer and Chief Financial Officer.  The Company’s disclosure controls and procedures are designed to ensure that information that the Company must disclose in its reports filed under the Securities Exchange Act of 1934 is communicated and processed in a timely manner.  Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the design and operation of these disclosure controls and procedures were effective.  No significant changes were made in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation.

 

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Part II  -  Other Information

 

Item 1.  Legal Proceedings

 

Since August 2002, a number of the Company’s current and former employees in New York, Boston and Florida have initiated arbitrations with the American Arbitration Association in their respective states alleging that the Company has violated state (Boston arbitration), state and federal (New York arbitrations) and federal (Florida arbitrations) wage and hour laws regarding the sharing of tips with other employees and failure to pay for all hours worked. In general, the complainants are seeking restitution of tips, the difference between the tip credit wage and the minimum wage, payment for hours worked off the clock (Florida only), liquidated damages and attorneys’ fees and costs. The arbitrator in the New York arbitrations has permitted the complainants to consolidate their arbitrations into one action and proceed as a collective action. The Florida complainants are also seeking to consolidate their arbitrations. The arbitrator has ruled that the claims cannot be consolidated but believes a collective action would be permitted. The Boston arbitrator has ruled that the claimants may proceed as a class, but to date there are only three people in the class and no class has been certified. The Company intends to and is contesting these matters vigorously. Management believes an adverse opinion in any one of these cases would not have a material adverse impact on the Company’s financial condition.

 

In November 2004, current and former employees of the Sacramento Morton’s commenced a federal lawsuit asserting individual, representative and class claims against the Sacramento Morton’s and several other Morton’s restaurants.  The plaintiffs asserted claims based on the Company’s alleged failure to provide them with meal and rest periods, and for unlawful tip sharing and unfair competition.  The plaintiffs seek restitution of tips, meal and break period compensation and attorney’s fees. Dismissals with prejudice for all defendants, except the Sacramento Morton’s, have been filed.  The Sacramento Morton’s has filed motions seeking to dismiss the claims brought against it.

 

The Company is involved in various other claims and legal actions arising in the ordinary course of business. Management does not believe that the ultimate resolution of these actions will have a material adverse effect on the Company’s consolidated financial position, results of operations, liquidity and capital resources.

 

Item 6.  Exhibits

 

Exhibit No.

 

Description

31.1

 

Certification of Allen J. Bernstein Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

 

Certification of Thomas J. Baldwin Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1

 

Certification of Allen J. Bernstein Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2

 

Certification of Thomas J. Baldwin Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

25



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

MORTON’S RESTAURANT GROUP, INC.

 

(Registrant)

 

 

 

 

Date  May 17, 2005

By:

/s/ ALLEN J. BERNSTEIN

 

 

 

Allen J. Bernstein

 

 

Chairman of the Board, President

 

 

and Chief Executive Officer

 

 

 

 

Date  May 17, 2005

By:

/s/ THOMAS J. BALDWIN

 

 

 

Thomas J. Baldwin

 

 

Executive Vice President,

 

 

Chief Financial Officer and Director

 

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