UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 2007
-------------------------------------------------
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: 000-17962
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Applebee's International, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 43-1461763
-------------------------------- -------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
4551 W. 107th Street, Overland Park, Kansas 66207
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(Address of principal executive offices and zip code)
(913) 967-4000
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(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 X No
----------- -----------
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer" and "large accelerated filer" in Rule 12b-2 of the Exchange Act. (check
one):
Large accelerated filer X Accelerated filer Non-accelerated filer
----- ----- -----
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act).
Yes No X
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The number of shares of the registrant's common stock outstanding as of October
26, 2007 was 75,194,176.
1
APPLEBEE'S INTERNATIONAL, INC.
FORM 10-Q
FISCAL QUARTER ENDED SEPTEMBER 30, 2007
INDEX
PART I FINANCIAL INFORMATION Page
Item 1. Condensed Consolidated Financial Statements (Unaudited):
Consolidated Balance Sheets as of September 30, 2007
and December 31, 2006................................................................ 3
Consolidated Statements of Earnings for the 13 Weeks
and 39 Weeks Ended September 30, 2007 and September 24, 2006......................... 4
Consolidated Statement of Stockholders' Equity for the
39 Weeks Ended September 30, 2007.................................................... 5
Consolidated Statements of Cash Flows for the 39 Weeks
Ended September 30, 2007 and September 24, 2006...................................... 6
Notes to Condensed Consolidated Financial Statements.................................... 8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations........................................ 19
Item 3. Quantitative and Qualitative Disclosures About Market Risk.............................. 33
Item 4. Controls and Procedures................................................................. 33
PART II OTHER INFORMATION
Item 1. Legal Proceedings....................................................................... 34
Item 1A. Risk Factors............................................................................ 34
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds............................. 35
Item 6. Exhibits................................................................................ 36
Signatures ................................................................................................. 37
Exhibit Index............................................................................................... 38
2
PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
APPLEBEE'S INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(in thousands, except share amounts)
September 30, December 31,
2007 2006
--------------- --------------
ASSETS
Current assets:
Cash and cash equivalents.................................................. $ 18,912 $ 22,309
Short-term investments, at market value.................................... 299 293
Receivables, less allowance of $677 in 2007 and $917 in 2006............... 39,754 48,224
Inventories................................................................ 10,912 11,524
Prepaid income taxes....................................................... 4,736 55
Prepaid and other current assets........................................... 19,192 15,255
Assets held for sale....................................................... 5,273 7,633
Current assets related to discontinued operations.......................... 4,935 1,630
-------------- --------------
Total current assets.................................................... 104,013 106,923
Property and equipment, net..................................................... 631,243 618,492
Goodwill........................................................................ 138,950 138,950
Restricted assets related to captive insurance subsidiary....................... 10,755 13,356
Other intangible assets, net.................................................... 6,028 6,408
Other assets, net............................................................... 36,881 34,351
Non-current assets related to discontinued operations........................... 2,558 19,705
-------------- --------------
$ 930,428 $ 938,185
============== ==============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt.......................................... $ 310 $ 265
Accounts payable........................................................... 49,720 43,235
Accrued expenses and other current liabilities............................. 96,348 113,641
Loss reserve related to captive insurance subsidiary....................... 4,940 6,094
Accrued dividends.......................................................... -- 16,299
Accrued income taxes....................................................... -- 9,015
Current liabilities related to discontinued operations..................... 1,162 --
-------------- --------------
Total current liabilities............................................... 152,480 188,549
-------------- --------------
Non-current liabilities:
Long-term debt, less current portion....................................... 122,697 174,920
Deferred income taxes...................................................... 25,134 26,225
Other non-current liabilities.............................................. 70,185 61,837
Non-current liabilities related to discontinued operations................. 6,367 --
-------------- --------------
Total non-current liabilities........................................... 224,383 262,982
-------------- --------------
Total liabilities....................................................... 376,863 451,531
-------------- --------------
Commitments and contingencies (Note 11)
Stockholders' equity:
Preferred stock - par value $0.01 per share:
authorized - 1,000,000 shares; no shares issued......................... -- --
Common stock - par value $0.01 per share:
authorized - 125,000,000 shares; issued - 108,503,243 shares............ 1,085 1,085
Additional paid-in capital................................................. 274,412 265,122
Retained earnings.......................................................... 822,722 774,884
-------------- --------------
1,098,219 1,041,091
Treasury stock - 33,343,536 shares in 2007 and 34,393,331 shares
in 2006, at cost........................................................ (544,654) (554,437)
-------------- --------------
Total stockholders' equity.............................................. 553,565 486,654
-------------- --------------
$ 930,428 $ 938,185
============== ==============
See notes to condensed consolidated financial statements.
3
APPLEBEE'S INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited)
(in thousands, except per share amounts)
13 Weeks Ended 39 Weeks Ended
----------------------------------- -----------------------------------
September 30, September 24, September 30, September 24,
2007 2006 2007 2006
---------------- ---------------- ---------------- ---------------
Operating revenues:
Company restaurant sales........................... $ 288,861 $ 280,480 $ 883,128 $ 870,372
Franchise royalties and fees....................... 34,357 33,340 107,651 103,581
Other franchise income............................. 475 371 1,209 1,355
--------------- ---------------- ---------------- ---------------
Total operating revenues........................ 323,693 314,191 991,988 975,308
--------------- ---------------- ---------------- ---------------
Cost of company restaurant sales:
Food and beverage.................................. 77,093 74,856 235,048 231,726
Labor.............................................. 101,951 96,353 305,202 291,963
Direct and occupancy............................... 83,262 77,296 243,302 230,948
Pre-opening expense................................ 214 1,115 1,700 3,022
--------------- ---------------- ---------------- ---------------
Total cost of company restaurant sales.......... 262,520 249,620 785,252 757,659
--------------- ---------------- ---------------- ---------------
Cost of other franchise income.......................... 357 694 1,100 1,741
General and administrative expenses..................... 35,566 35,601 100,546 103,527
Amortization of intangible assets....................... 128 154 382 562
Impairment and other restaurant closure costs........... 74 1,296 5,830 2,416
Loss on disposition of property and equipment........... 655 680 1,279 1,677
--------------- ---------------- ---------------- ---------------
Operating earnings...................................... 24,393 26,146 97,599 107,726
--------------- ---------------- ---------------- ---------------
Other income (expense):
Investment income.................................. 746 885 2,753 1,345
Interest expense................................... (1,945) (2,970) (6,670) (8,509)
Other income (expense)............................. (66) 301 (158) 538
--------------- ---------------- ---------------- ---------------
Total other expense............................. (1,265) (1,784) (4,075) (6,626)
--------------- ---------------- ---------------- ---------------
Earnings from continuing operations before income
taxes.............................................. 23,128 24,362 93,524 101,100
Income taxes............................................ 7,322 8,849 30,452 35,085
--------------- ---------------- ---------------- ---------------
Earnings from continuing operations..................... 15,806 15,513 63,072 66,015
Loss from discontinued operations, net of tax........... (42) (672) (13,684) (3,619)
--------------- ---------------- ---------------- ---------------
Net earnings............................................ $ 15,764 $ 14,841 $ 49,388 $ 62,396
=============== ================ ================ ===============
Basic net earnings per common share:
Earnings from continuing operations................ $ 0.21 $ 0.21 $ 0.85 $ 0.89
Loss from discontinued operations, net of tax...... -- (0.01) (0.18) (0.05)
--------------- ---------------- ---------------- ---------------
Basic net earnings per common share..................... $ 0.21 $ 0.20 $ 0.67 $ 0.84
=============== ================ ================ ===============
Diluted net earnings per common share:
Earnings from continuing operations................ $ 0.21 $ 0.21 $ 0.84 $ 0.88
Loss from discontinued operations, net of tax...... -- (0.01) (0.18) (0.05)
--------------- ---------------- ---------------- ---------------
Diluted net earnings per common share................... $ 0.21 $ 0.20 $ 0.66 $ 0.83
=============== ================ ================ ===============
Basic weighted average shares outstanding............... 74,178 73,902 74,078 74,044
=============== ================ ================ ===============
Diluted weighted average shares outstanding............. 75,287 74,673 75,186 75,007
=============== ================ ================ ===============
See notes to condensed consolidated financial statements.
4
APPLEBEE'S INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(Unaudited)
(in thousands)
Common Stock Additional Total
-------------------- Paid-In Retained Treasury Stockholders'
Shares Amount Capital Earnings Stock Equity
---------- --------- ------------ ------------ ------------- ---------------
Balance, December 31, 2006 ............................ 108,503 $ 1,085 $ 265,122 $ 774,884 $ (554,437) $ 486,654
Net earnings........................................ -- -- -- 49,388 -- 49,388
Purchases of treasury stock......................... -- -- -- -- (999) (999)
Stock options exercised and related tax benefit..... -- -- 2,330 -- 2,626 4,956
Shares issued under employee benefit plans.......... -- -- 1,474 -- 1,357 2,831
Nonvested shares awarded under equity
incentive plans................................... -- -- (6,799) -- 6,799 --
Stock-based compensation expense related
to employee-based equity awards................... -- -- 12,285 -- -- 12,285
Cumulative impact of change in accounting for
uncertainty in income taxes (Note 9).............. -- -- -- (1,550) -- (1,550)
---------- --------- ------------ ------------ ------------- ---------------
Balance, September 30, 2007............................ 108,503 $ 1,085 $ 274,412 $ 822,722 $ (544,654) $ 553,565
========== ========= ============ ============ ============= ===============
See notes to condensed consolidated financial statements.
5
APPLEBEE'S INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
39 Weeks Ended
----------------------------------
September 30, September 24,
2007 2006
--------------- ---------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings....................................................... $ 49,388 $ 62,396
Adjustments to reconcile net earnings to net cash provided by
operating activities:
Depreciation and amortization................................... 51,225 48,092
Amortization of intangible assets............................... 382 562
Stock-based compensation........................................ 12,285 16,584
Other amortization.............................................. 250 233
Deferred income tax benefit..................................... (5,815) (8,615)
Impairment and other restaurant closure costs................... 25,935 6,500
Loss on disposition of property and equipment................... 686 1,692
Income tax benefit from stock-based compensation................ 456 1,233
Changes in assets and liabilities, exclusive of effect of
acquisition:
Receivables..................................................... 8,470 2,789
Inventories..................................................... 522 10,031
Prepaid and other current assets................................ (661) 115
Accounts payable................................................ 3,478 (24,502)
Accrued expenses and other current liabilities.................. (17,824) (16,750)
Loss reserve and unearned premiums related to
captive insurance subsidiary.................................. (1,154) (4,210)
Income taxes.................................................... (13,946) 7,440
Other non-current liabilities................................... 6,481 7,770
Other........................................................... (3,684) (1,922)
--------------- ---------------
NET CASH PROVIDED BY OPERATING ACTIVITIES...................... 116,474 109,438
--------------- ---------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment................................ (65,276) (86,635)
Change in restricted assets related to captive insurance
subsidiary........................................................ 2,601 4,318
Acquisition of restaurants......................................... -- (8,053)
Proceeds from sale of property and equipment....................... 4,949 281
--------------- ---------------
NET CASH USED BY INVESTING ACTIVITIES.......................... (57,726) (90,089)
--------------- ---------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Purchases of treasury stock........................................ (999) (27,528)
Dividends paid..................................................... (16,299) (14,840)
Issuance of common stock upon exercise of stock options............ 4,001 8,814
Shares issued under employee benefit plans......................... 2,831 3,345
Excess tax benefits from stock-based compensation.................. 499 1,683
Net debt proceeds (payments)....................................... (52,178) 5,913
--------------- ---------------
NET CASH USED BY FINANCING ACTIVITIES........................... (62,145) (22,613)
--------------- ---------------
NET DECREASE IN CASH AND CASH EQUIVALENTS.............................. (3,397) (3,264)
CASH AND CASH EQUIVALENTS, beginning of period.......................... 22,309 13,040
--------------- ---------------
CASH AND CASH EQUIVALENTS, end of period............................... $ 18,912 $ 9,776
=============== ===============
See notes to condensed consolidated financial statements.
6
APPLEBEE'S INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS - (Continued)
(Unaudited)
(in thousands)
39 Weeks Ended
------------------------------------
September 30, September 24,
2007 2006
---------------- ----------------
SUPPLEMENTAL DISCLOSURES OF CASH
FLOW INFORMATION:
Cash paid during the 39 week period for:
Income taxes........................................................ $ 32,256 $ 27,699
================ ================
Interest............................................................ $ 7,862 $ 8,938
================ ================
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
We issued nonvested shares with grant date fair values of $18,314,000 for the 39
weeks ended September 30, 2007 and nonvested shares of $3,598,000 for the 39
weeks ended September 24, 2006.
We have entered into a rabbi trust agreement to protect the assets of the
nonqualified deferred compensation plan for certain of our associates. The plan
investments are included in other assets and the offsetting obligation is
included in other non-current liabilities in our consolidated balance sheets. We
had a non-cash increase in this balance of $781,000 for the 39 weeks ended
September 30, 2007 and a non-cash increase of $1,522,000 for the 39 weeks ended
September 24, 2006.
We had property and equipment purchases accrued in accounts payable of
approximately $13,500,000 as of September 30, 2007 and September 24, 2006.
See notes to condensed consolidated financial statements.
7
APPLEBEE'S INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation
Our condensed consolidated financial statements included in this Form 10-Q have
been prepared without audit in accordance with the rules and regulations of the
Securities and Exchange Commission ("SEC"). Although certain information and
footnote disclosures normally included in financial statements prepared in
accordance with accounting principles generally accepted in the United States of
America have been condensed or omitted, we believe that the disclosures are
adequate to make the information presented not misleading. The accompanying
condensed consolidated financial statements should be read in conjunction with
the audited financial statements and notes thereto included in our Annual Report
on Form 10-K for the fiscal year ended December 31, 2006.
We believe 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 interim periods
presented are not necessarily indicative of the results to be expected for the
full year.
References to "Applebee's," "we," "us," and "our" in this document are
references to Applebee's International, Inc. and its subsidiaries and any
predecessor companies of Applebee's International, Inc.
References to the 13 weeks ended September 30, 2007 and September 24, 2006 will
be referred to as the "2007 quarter" and the "2006 quarter", respectively.
References to the 39 weeks ended September 30, 2007 and September 24, 2006 will
be referred to as the "2007 year-to-date period" and the "2006 year-to-date
period", respectively.
As discussed in Note 5, we have presented the closure of 19 restaurants as
discontinued operations in our condensed consolidated financial statements and
have made certain conforming changes to prior periods.
2. Stock-Based Compensation
In 2006, we adopted the fair value recognition provisions of Statement of
Financial Accounting Standards ("SFAS") No. 123(R), "Share-Based Payment." SFAS
123(R) requires all stock-based compensation, including grants of employee stock
options, to be recognized in the statement of earnings based on fair value. With
limited exceptions, the amount of compensation cost is measured based on the
fair value on the grant date of the equity or liability instruments issued.
8
Stock-based compensation expense was $4,604,000 and $5,172,000 for the 2007
quarter and the 2006 quarter, respectively, and $12,285,000 and $16,584,000 for
the 2007 year-to-date period and the 2006 year-to-date period, respectively. We
granted the following awards which vest on March 1, 2011:
2007
2007 Year-to-Date
Quarter Period
---------------- ----------------
Stock Options........................................... -- 79,000
Stock Appreciation Rights ("SARs")...................... 113,000 325,000
Nonvested Shares(1)..................................... 216,000 728,000
Restricted Stock Units.................................. 3,000 10,000
------------
(1) The nonvested share grants include approximately 46,000 and 138,000 shares
issued in the 2007 quarter and in the 2007 year-to-date period, respectively, to
certain officers which are performance-based. The valuation for these nonvested
shares is based upon a Monte Carlo simulation which better represents the
characteristics of these grants. The ultimate number of shares of
performance-based nonvested shares, if any, that will vest will be dependent
upon our total shareholder return in relation to the total shareholder return of
a select group of restaurant companies over a four-year period.
3. Net Earnings Per Share
We compute basic net earnings per common share by dividing income available to
common shareholders by the weighted average number of common shares outstanding
for the reporting period. Diluted net earnings per common share reflects the
potential dilution that could occur if holders of options or other contracts to
issue common stock exercised or converted their holdings into common stock.
Outstanding stock options, SARs and other equity-based compensation represent
the only dilutive effects on weighted average shares. The table below presents a
reconciliation between basic and diluted weighted average shares outstanding and
the related net earnings per share. All amounts in the table, except per share
amounts, are expressed in thousands.
2007 2006
2007 2006 Year-to-Date Year-to-Date
Quarter Quarter Period Period
--------------- --------------- ----------------- ----------------
Earnings from continuing operations................. $ 15,806 $ 15,513 $ 63,072 $ 66,015
Loss from discontinued operations, net of tax....... (42) (672) (13,684) (3,619)
--------------- --------------- ----------------- ----------------
Net earnings........................................ $ 15,764 $ 14,841 $ 49,388 $ 62,396
=============== =============== ================= ================
Basic weighted average shares outstanding........... 74,178 73,902 74,078 74,044
Dilutive effect of stock options, SARs and other
equity-based compensation...................... 1,109 771 1,108 963
--------------- --------------- ----------------- ----------------
Diluted weighted average shares outstanding......... 75,287 74,673 75,186 75,007
=============== =============== ================= ================
Basic net earnings per common share:
Earnings from continuing operations.............. $ 0.21 $ 0.21 $ 0.85 $ 0.89
Loss from discontinued operations, net of tax.... -- (0.01) (0.18) (0.05)
--------------- --------------- ----------------- ----------------
Basic net earnings per common share................. $ 0.21 $ 0.20 $ 0.67 $ 0.84
=============== =============== ================= ================
Diluted net earnings per common share:
Earnings from continuing operations............. $ 0.21 $ 0.21 $ 0.84 $ 0.88
Loss from discontinued operations, net of tax... -- (0.01) (0.18) (0.05)
--------------- --------------- ----------------- ----------------
Diluted net earnings per common shares.............. $ 0.21 $ 0.20 $ 0.66 $ 0.83
=============== =============== ================= ================
9
We excluded stock options and SARs with exercise prices greater than the average
market price of our common stock for the applicable periods from the computation
of diluted weighted average shares outstanding as the effect would be
anti-dilutive. We excluded approximately 4,100,000 and 2,600,000 of these
options and SARs from our diluted weighted average share computation for the
2007 quarter and the 2006 quarter, respectively, and approximately 4,000,000 and
3,100,000 of these options and SARs for the 2007 year-to-date period and 2006
year-to-date period, respectively.
4. Acquisition
The acquisition discussed below has been accounted for using the purchase method
of accounting and, accordingly, our condensed consolidated financial statements
reflect the results of operations for the acquisition subsequent to the date of
acquisition. The assets acquired and liabilities assumed are recorded at
estimates of fair value as determined by management based upon information
available.
In January 2006, we completed the acquisition of four Applebee's restaurants in
the Houston market for approximately $8,100,000 in cash. The purchase price was
allocated to the fair value of property and equipment of $7,400,000, goodwill of
approximately $500,000, reacquired franchise rights of approximately $100,000,
and other net assets of approximately $100,000. The proforma impact on our
results of operations was immaterial.
We finalize the allocation of purchase price to the fair value of assets
acquired and liabilities assumed when we obtain information sufficient to
complete the allocation, but in each case, no longer than one year after the
acquisition date.
5. Restaurant Closures and Impairments
In March 2007, we announced that the Board of Directors had approved
management's recommendation to close 24 underperforming restaurants located in
11 states which we determined did not have the potential to deliver acceptable
long-term returns on invested capital. We closed 19 restaurants in the first
fiscal quarter of 2007 and four restaurants in the second quarter of fiscal
2007, leaving one of the 24 underperforming restaurants still open.
We believe that four of the closed restaurants will have significant sales
transfer to other existing restaurant locations and, therefore, are not
presented as discontinued operations in our condensed consolidated financial
statements as required by SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets." The results of operations, impairment charges
and lease obligations related to these four restaurants have been presented
within operating earnings in the condensed consolidated statement of earnings.
In the 2007 quarter and 2007 year-to-date period, we have presented the results
of operations for 19 of the closed restaurants as discontinued operations in our
condensed consolidated financial statements as required by SFAS No. 144. In
addition, we have presented the impairment charge and lease obligations for
these restaurants in discontinued operations. Company restaurant sales for the
restaurants presented in discontinued operations were $6,458,000 in the 2006
quarter and $7,298,000 and $20,593,000 in the 2007 year-to-date period and 2006
year-to-date period, respectively.
10
The charges in the 2007 quarter and the 2007 year-to-date period included the
following (in thousands):
2007 Quarter
------------------------------------------
Impairment and
Other Restaurant Discontinued
Closure Costs Operations
-------------------- --------------------
Write-down of the carrying value of property and
equipment and other assets........................... $ 6 $ 30
Lease obligation for closed restaurants.................. 68 192
Income from operations for discontinued operations....... -- (39)
Loss on sale of property and equipment................... -- 116
Income tax benefit for discontinued operations........... -- (257)
-------------------- --------------------
Total costs.............................................. $ 74 $ 42
==================== ====================
2007 Year-to-Date Period
------------------------------------------
Impairment and
Other Restaurant Discontinued
Closure Costs Operations
-------------------- --------------------
Write-down of the carrying value of property and
equipment and other assets........................... $ 3,249 $ 11,945
Lease obligation for closed restaurants.................. 2,579 9,243
Other costs.............................................. 2 311
Loss from operations for discontinued operations......... -- 575
Gain on sale of property and equipment................... -- (592)
Income tax benefit for discontinued operations........... -- (7,798)
-------------------- --------------------
Total costs.............................................. $ 5,830 $ 13,684
==================== ====================
11
The current and non-current assets and liabilities of the 19 restaurants that
are presented as discontinued operations in the condensed consolidated balance
sheet are as follows (in thousands):
September 30, December 31,
2007 2006
------------------- --------------------
Current assets:
Property and equipment, net(1).............................. $ 4,043 $ --
Other assets, net(1)........................................ 562 --
Prepaid income taxes........................................ 330 1,630
------------------- --------------------
Current assets related to discontinued operations............... $ 4,935 $ 1,630
=================== ====================
Non-current assets:
Deferred income taxes....................................... $ 2,558 $ 1,099
Property and equipment, net................................. -- 17,539
Other assets, net........................................... -- 1,067
------------------- --------------------
Non-current assets related to discontinued operations........... $ 2,558 $ 19,705
=================== ====================
Current liabilities:
Accrued expenses and other current liabilities............... $ 1,162 $ --
------------------- --------------------
Current liabilities related to discontinued operations.......... $ 1,162 $ --
=================== ====================
Non-current liabilities:
Other non-current liabilities................................ $ 6,367 $ --
------------------- --------------------
Non-current liabilities related to discontinued operations...... $ 6,367 $ --
=================== ====================
------------------
(1) In the first quarter of fiscal 2007, we began to actively market property
and equipment and other assets. Consequently, we have classified these assets as
held for sale.
We had the following activity in our liabilities related to all of the closed
restaurants:
2007 Quarter 2007 Year-to-Date Period
-------------------------------- ---------------------------------
Lease Other Lease Other
Obligations Costs Obligations Costs
---------------- --------------- ---------------- ----------------
Balance, at beginning of period............. $ 10,627 $ 173 $ 956 $ --
Additions................................... 240 -- 11,718 173
Payments.................................... (432) -- (2,239) --
---------------- --------------- ---------------- ----------------
Balance, September 30, 2007................. $ 10,435 $ 173 $ 10,435 $ 173
================ =============== ================ ================
In the 2006 quarter, we recorded impairment and other restaurant closure costs
of $1,900,000, which consisted of an asset impairment charge of approximately
$1,000,000 related to the write-down of the carrying value of two restaurants
whose carrying amounts were deemed not recoverable and approximately $900,000
write-down of a corporate aircraft. We have presented approximately $600,000 of
the impairment and other restaurant closure costs related to the 19 closed
restaurants as discontinued operations in our condensed consolidated financial
statements.
In the 2006 year-to-date period, we recorded impairment and other restaurant
closure costs of $6,500,000 which includes approximately $700,000 related to
lease obligations, approximately $4,700,000 related to the write-down of the
12
carrying value of property and equipment and $1,100,000 related to the write-off
of lease acquisition costs. We have presented approximately $4,100,000 of the
impairment and other restaurant closure costs related to the 19 closed
restaurants as discontinued operations in our condensed consolidated financial
statements.
In assessing restaurants for impairment, we use current and historical operating
results to estimate future cash flows on a restaurant by restaurant basis.
Generally, the asset impairment charges for all periods presented were
calculated by comparing the carrying value of the restaurants' assets to the
estimated future cash flow projections. In addition, we calculated the
impairment charges for the assets which we classified as held for sale in the
first quarter of 2007 based upon the expected proceeds, net of any commission.
6. Assets Held for Sale
We classify assets as held for sale and cease amortizing the assets when there
is a plan for disposal of assets and those assets meet the held for sale
criteria as defined in SFAS No. 144. During 2006, we began to actively market
our existing corporate headquarters and one of our two corporate aircraft under
a plan approved by our Board of Directors, as well as other assets with
immaterial carrying values. Consequently, these assets were classified as held
for sale as of December 31, 2006. In 2007, we began to actively market the
assets of four owned properties which were closed in the first fiscal quarter of
2007 as well as other miscellaneous items.
In February 2007, the corporate aircraft was sold for approximately $2,500,000
and we recognized an immaterial gain. In May 2007, we signed a contract to sell
the current corporate headquarters for $9,200,000, net of commissions. We
anticipate closing this transaction early in fiscal 2008.
In the second quarter of fiscal 2007, we sold assets related to two restaurants
closed in the first quarter of fiscal 2007 which have been presented as
discontinued operations. The gain of approximately $700,000 has been included in
our consolidated statement of earnings as discontinued operations in both
periods.
7. Goodwill and Other Intangible Assets
Changes in goodwill are summarized below (in thousands):
September 30, December 31,
2007 2006
----------------- -----------------
Carrying amount, beginning of the year........................... $ 138,950 $ 138,443
Goodwill acquired during the period.............................. -- 507
----------------- -----------------
Carrying amount, end of the period............................... $ 138,950 $ 138,950
================= =================
13
Intangible assets subject to amortization pursuant to SFAS No. 142, "Goodwill
and Other Intangible Assets," are summarized below (in thousands):
September 30, 2007
--------------------------------------------------------------
Gross Carrying Accumulated Net Book
Amount Amortization Value
------------------ ------------------ ------------------
Amortized intangible assets:
Franchise interest and rights....... $ 6,371 $ 6,303 $ 68
Lease acquisition costs............. 3,430 834 2,596
Noncompete agreement................ 350 264 86
------------------ ------------------ ------------------
Total................................... $ 10,151 $ 7,401 $ 2,750
================== ================== ==================
December 31, 2006
--------------------------------------------------------------
Gross Carrying Accumulated Net Book
Amount Amortization Value
------------------ ------------------ ------------------
Amortized intangible assets:
Franchise interest and rights....... $ 6,371 $ 6,172 $ 199
Lease acquisition costs............. 3,430 650 2,780
Noncompete agreement................ 350 199 151
------------------ ------------------ ------------------
Total................................... $ 10,151 $ 7,021 $ 3,130
================== ================== ==================
We expect annual amortization expense for amortizable other assets for the next
five fiscal years to range from approximately $200,000 to $500,000.
Intangible assets not subject to amortization are summarized below (in
thousands):
September 30, December 31,
2007 2006
---------------------- --------------------
Carrying amount, beginning of the year.................. $ 3,278 $ 3,138
Nonamortizable intangible assets acquired
during the period.................................. -- 140
---------------------- --------------------
Nonamortizable intangible assets amount,
end of the period(1)............................... $ 3,278 $ 3,278
====================== ====================
------------------
(1) Nonamortizable intangible assets consist of $485,000 in reacquired franchise
rights and $2,793,000 in tradenames.
In connection with our acquisition of four Applebee's restaurants in Houston
from a franchisee in January 2006, we recorded approximately $100,000 of
reacquired franchise rights (Note 4).
The amount allocated to reacquired franchise rights is based upon the initial
franchise fees received from these franchisees. This intangible asset has an
indefinite life and, accordingly, will not be amortized but tested for
impairment at least annually.
8. Captive Insurance Subsidiary
In 2002, we formed Neighborhood Insurance, Inc., a Vermont corporation and a
wholly-owned captive insurance subsidiary to provide Applebee's International,
Inc. and qualified franchisees with workers' compensation and general liability
insurance. Through 2005, Applebee's International, Inc. and covered franchisees
made premium payments to the captive insurance company which pays administrative
14
fees and insurance claims, subject to individual and aggregate maximum claim
limits under the captive insurance company's reinsurance policies. Franchisee
premium amounts billed by the captive insurance company were established based
upon third-party actuarial estimates of settlement costs for incurred and
anticipated claims and administrative fees. In 2006, we discontinued writing
insurance coverage for new or existing participants. Cost of other franchise
income includes costs related to the resolution of claims arising from
franchisee participation in our captive insurance program. We do not expect
franchisee participation in the captive insurance company to have a material
impact on our net earnings. Our consolidated balance sheets include the
following balances related to the captive insurance subsidiary:
o Franchise premium receivables of approximately $200,000 and $400,000
as of September 30, 2007 and December 31, 2006, respectively, included
in receivables.
o Cash equivalent and other long-term investments restricted for the
payment of claims of approximately $10,000,000 and $12,600,000 as of
September 30, 2007 and December 31, 2006, respectively, included in
restricted assets related to captive insurance subsidiary.
o Loss reserve related to captive insurance subsidiary of approximately
$8,100,000 and $12,600,000 as of September 30, 2007 and December 31,
2006, respectively. Approximately $3,200,000 and $6,500,000 for
September 30, 2007 and December 31, 2006, respectively, is included in
other non-current liabilities.
9. Accounting for Uncertainty in Income Taxes
On January 1, 2007, we adopted the provisions of Financial Accounting Standards
Board ("FASB") Interpretation ("FIN") No. 48, "Accounting for Uncertainty in
Income Taxes." As a result of the implementation of FIN No. 48, we recognized an
increase of $1,550,000 in the liability for unrecognized tax benefits, which was
accounted for as a reduction to our retained earnings balance as of the adoption
date.
We file income tax returns which are periodically audited by various federal,
state and foreign jurisdictions. With few exceptions, we are no longer subject
to federal, state and foreign tax examinations for years prior to 2003.
As of September 30, 2007, we have approximately $7,800,000 of unrecognized tax
benefits, including approximately $2,500,000 of interest and penalties, which
are included in accrued income taxes in the consolidated balance sheet. During
the 2007 quarter and the 2007 year-to-date period ended September 30, 2007, we
recognized approximately $300,000 and $900,000 in potential interest and
penalties associated with uncertain tax positions. The entire balance of
unrecognized tax benefits, if recognized, would affect the effective tax rate.
We do not anticipate that total unrecognized tax benefits will significantly
change due to the settlement of audits and the expiration of statutes of
limitations within 12 months of the report date.
15
10. Treasury Shares
As of September 30, 2007, we had approximately 33,344,000 shares held in
treasury. A reconciliation of our treasury shares for the 2007 year-to-date
period is provided below (shares in thousands):
Treasury
Shares
---------------
Balance as of December 31, 2006........................ 34,393
Purchases of treasury stock............................ 42
Stock options exercised................................ (251)
Shares issued under employee benefit plans............. (134)
Nonvested shares awarded under equity incentive
plans.............................................. (706)
---------------
Balance as of September 30, 2007....................... 33,344
===============
11. Commitments and Contingencies
Litigation, claims and disputes: We are subject from time to time to lawsuits,
claims and governmental inspections or audits arising in the ordinary course of
business. Some of these lawsuits purport to be class actions and/or seek
substantial damages. In the opinion of management, these matters are adequately
covered by insurance, or, if not so covered, are without merit or are of such a
nature or involve amounts that would not have a material adverse impact on our
business or consolidated financial position.
On July 26, 2007, the New Jersey Building Laborers Pension and Annuity Funds
filed a putative class action complaint in the Court of Chancery of the State of
Delaware for New Castle County against Applebee's International, Inc., its
directors, and IHOP Corporation. On September 14, 2007, the plaintiff in this
matter filed an amended complaint against the same defendants. The amended
complaint alleges, among other things, that the proposed transaction with IHOP
is unfair to Applebee's stockholders. As relief, the amended complaint seeks to
enjoin the transaction and seeks monetary damages in an unspecified amount. The
parties have agreed in principle to a disclosure-based settlement described in a
Memorandum of Understanding which was submitted to the Court on October 12,
2007. The proposed settlement is subject to, among other things, confirmatory
discovery by plaintiffs, notice to the putative class members and approval by
the Court.
We are currently defending a collective action filed under the Fair Labor
Standards Act styled Gerald Fast v. Applebee's International, Inc., in which
named plaintiffs claim that tipped workers in company restaurants perform
excessive amounts of non-tipped work for which they should be compensated at the
minimum wage. The court has conditionally certified a nationwide class of
servers and bartenders who have worked in company-owned restaurants since June
19, 2004. Unlike a class action, a collective action requires potential class
members to "opt in" rather than "opt out." Therefore, the number of class
members will not be known until the end of 2007, when the opt in period expires.
Conditional certification is granted under a lenient standard and the company
will have an opportunity to have the class de-certified following the close of
discovery at the end of 2008. The company believes it has strong defenses
supporting the de-certification of the class, as well as strong defenses to the
substantive claims asserted, and intends to vigorously defend this case. An
16
estimate of the possible loss, if any, or the range of the loss cannot be made
and therefore, the Company has not accrued a loss contingency related to this
matter.
Lease guarantees and contingencies: In connection with the sale of restaurants
to franchisees and other parties, we have, in certain cases, remained
contingently liable for the remaining lease payments. As of September 30, 2007,
we have outstanding lease guarantees of approximately $13,900,000. In addition,
we or our subsidiaries are contingently liable for various leases that we have
assigned in connection with the sale of restaurants to franchisees and other
parties in the potential amount of $11,100,000. These leases expire at various
times with the final lease agreement expiring in 2018. The sale of virtually all
of the restaurants involving these lease contingencies occurred prior to the
effective date of FASB Interpretation No. 45, "Guarantor's Accounting and
Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others" ("FIN 45") and, therefore, we were not required to
record a liability for these guarantees following the prospective application
guidance. The fair value of the few remaining lease guarantees entered into
after the date of adoption are immaterial to our condensed consolidated
financial statements, thus we did not record a liability related to these
contingent lease liabilities as of September 30, 2007 or December 31, 2006.
Franchisee guarantees: In 2004, we arranged for a third-party financing company
to provide up to $250,000,000 to qualified franchisees for loans to fund
development of new restaurants through October 2007, subject to our approval. We
will provide a limited guarantee of 10% of certain loans advanced under this
program. We will be released from our guarantee if certain operating results are
met after the restaurant has been open for at least two years. As of September
30, 2007, there were loans outstanding to five franchisees for approximately
$34,900,000, net of any guarantees in which we were released, under this
program. The fair value of our guarantees under this financing program is
approximately $100,000 and is recorded in non-current liabilities in our
consolidated balance sheet as of September 30, 2007. This program will expire on
October 31, 2007.
Severance agreements: We have severance and employment agreements with certain
officers providing for severance payments to be made in the event the officer
resigns or is terminated not related to a change in control, some of which
require payments to be made only if we enforce certain terms in the agreements.
If the severance payments had been due as of September 30, 2007, we would have
been required to make payments totaling approximately $10,400,000. In addition,
we have severance and employment agreements with certain officers which contain
severance provisions related to a change in control. The agreements define the
circumstances which will constitute a change in control. Those provisions would
have required additional aggregate payments of approximately $6,400,000 if such
officers had been terminated as of September 30, 2007.
12. Corporate Headquarters Incentives
During the second quarter of fiscal 2007, we entered into a transaction with the
City of Lenexa, Kansas ("City"), to lease the land, building and property and
equipment for our new corporate headquarters ("the facility"). The transaction
is designed to provide us with property tax exemptions for the facility of up to
90% after the effect of payments in lieu of taxes paid to the City.
In conjunction with the lease, the City will purchase the facility with the
proceeds of up to $52 million in Industrial Revenue Bonds ("IRBs") due May 1,
2018 which will be funded periodically during the construction period.
Applebee's International, Inc. is the sole purchaser of the IRBs. The City has
assigned the lease to the bond trustee for the benefit of the bondholder. As the
sole bondholder, in effect, we control the enforcement of the lease against
ourselves. During the 2007 year-to-date period, we have funded approximately
17
$4,500,000 of the IRBs and have included this amount in property and equipment
in our consolidated balance sheet. Due to the bargain purchase option contained
within the lease, we have classified this amount as a capital lease. As a result
of the right to offset, the capital lease obligation and the corresponding bond
investments have been offset in the condensed consolidated balance sheet.
13. New Accounting Pronouncements
In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements." This
statement defines fair value, establishes a framework for using fair value to
measure assets and liabilities, and expands disclosures about fair value
measurements. The statement applies whenever other statements require or permit
assets or liabilities to be measured at fair value. SFAS No. 157 is effective
for fiscal years beginning after November 15, 2007. The impact of this adoption
will not be material to our consolidated financial statements.
In September 2006, the FASB issued SFAS No. 158, "Employers' Accounting for
Defined Benefit Pension and Other Postretirement Plans." This statement requires
companies to recognize a net liability or asset and an offsetting adjustment to
accumulated other comprehensive income to report the funded status of defined
benefit pension and other postretirement benefit plans. The statement requires
prospective application, and the recognition and disclosure requirements are
effective for companies with fiscal years ending after December 15, 2006.
Additionally, SFAS No. 158 requires companies to measure plan assets and
obligations at their year-end balance sheet date. This requirement is effective
for fiscal years ending after December 15, 2008. The impact of this adoption was
not material to our consolidated financial statements and we are in compliance
with the measurement date provisions of this statement.
In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial Assets and Liabilities." This statement permits entities to choose to
measure many financial instruments and certain other items at fair value. If the
fair value option is elected, unrealized gains and losses will be recognized in
earnings at each subsequent reporting date. SFAS No. 159 is effective for fiscal
years beginning after November 15, 2007. We are currently evaluating the impact
of this adoption on our consolidated financial statements.
14. IHOP Proposed Merger
On July 15, 2007, we entered into a definitive agreement under which IHOP Corp.
("IHOP") will acquire the outstanding stock of the Company for $25.50 per share
in cash, representing a total transaction value of approximately $2.1 billion.
IHOP plans to fund the majority of the acquisition price through a
whole-business securitization of the Applebee's business or will use bridge
financing previously committed. The all-cash transaction, which is expected to
close by November 29, 2007, is subject to the approval of Applebee's
shareholders and customary closing conditions. Applebee's shareholders will vote
on October 30, 2007, whether to accept the proposed merger. This transaction
represents the culmination of a comprehensive strategic alternatives process
announced in February 2007, which was led by the Strategy Committee of our Board
of Directors.
18
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Introductory Note
On July 15, 2007, we entered into a definitive agreement under which IHOP Corp.
("IHOP") will acquire the outstanding stock of the Company for $25.50 per share
in cash, representing a total transaction value of approximately $2.1 billion.
IHOP plans to fund the majority of the acquisition price through a
whole-business securitization of the Applebee's business or will use bridge
financing previously committed. The all-cash transaction, which is expected to
close by November 29, 2007, is subject to the approval of Applebee's
shareholders and customary closing conditions. Applebee's shareholders will vote
on October 30, 2007, whether to accept the proposed merger. This transaction
represents the culmination of a comprehensive strategic alternatives process
announced in February 2007, which was led by the Strategy Committee of our Board
of Directors.
Forward-Looking Statements
The statements contained in the "Management's Discussion and Analysis of
Financial Condition and Results of Operations" section regarding restaurant
development, comparable sales, revenue growth, restaurant margins, commodity
costs, general and administrative expenses, capital expenditures, return on
invested capital and financial commitments are forward-looking and based on
current expectations. There are several risks and uncertainties that could cause
actual results to differ materially from those described. These risks include,
but are not limited to, our pending merger with IHOP, our ability and the
ability of our franchisees to open and operate additional restaurants profitably
and generate positive operating cash flows and return on invested capital, the
impact of economic and demographic factors on consumer spending, maintaining and
growing the value of the Applebee's brand, the impact of intense competition in
the casual dining segment of the restaurant industry, the impact of future
leverage on our operations, the failure to open the restaurants anticipated, the
impact of increases in capital expenditure costs on future development, our
ability to attract and retain qualified franchisees, and the impact of further
penetration of restaurants in existing markets. For a more detailed discussion
of the principal factors that could cause actual results to be materially
different, you should read our risk factors in Item 1A of our 2006 Annual Report
on Form 10-K. We disclaim any obligation to update forward-looking statements.
Additional Information and Where to Find It
In connection with the proposed transaction, IHOP Corp. and Applebee's
International will be filing documents with the Securities and Exchange
Commission (the "SEC"), and Applebee's has filed a related definitive proxy
statement. Investors and security holders are urged to read the definitive proxy
statement because it contains important information about the proposed
transaction. Investors and security holders may obtain free copies of the
definitive proxy statement and other documents filed with the SEC at the SEC's
website at www.sec.gov. In addition, investors and security holders may obtain
free copies of the documents filed with the SEC by IHOP Corp. by contacting IHOP
Investor Relations at 818-240-6055. Investors and security holders may obtain
free copies of the documents filed with the SEC by Applebee's by contacting
Applebee's Investor Relations at 913-967-4000. In addition, you may also find
information about the merger transaction at www.ihopapplebeesacquisition.com.
Applebee's and their directors and executive officers may be deemed participants
in the solicitation of proxies from the stockholders of Applebee's in connection
with the proposed transaction. Information regarding the special interests of
19
these directors and executive officers in the proposed transaction is included
in the definitive proxy statement of Applebee's described above. Additional
information regarding the directors and executive officers of Applebee's is also
included in Applebee's proxy statement for its 2007 Annual Meeting of
Stockholders, which was filed with the SEC on April 9, 2007, and the
supplemental proxy statement filed on May 1, 2007. These documents are available
free of charge at the SEC's website at www.sec.gov and from Investor Relations
at IHOP and Applebee's as described above.
General
We operate on a 52 or 53 week fiscal year ending on the last Sunday in December.
Our fiscal years and fiscal periods are as follows:
Number
Fiscal Year Fiscal Year End of Weeks
-------------------------------- -------------------------- -----------------
2006 December 31, 2006 53
2007 December 30, 2007 52
2008 December 28, 2008 52
Fiscal Number
Period Fiscal Period End of Weeks
-------------------------------- -------------------------- -----------------
2006 Quarter September 24, 2006 13
2007 Quarter September 30, 2007 13
2006 Year-to-date period September 24, 2006 39
2007 Year-to-date period September 30, 2007 39
Our operating revenues are generated from three sources:
o Company restaurant sales (food and beverage sales)
o Franchise royalties and fees
o Other franchise income
Beverage sales consist of sales of alcoholic beverages, while non-alcoholic
beverages are included in food sales.
Franchise royalties are generally 4% of each franchise restaurant's monthly
gross sales. Franchise fees typically are $35,000 for each restaurant opened.
Other franchise income includes revenue from information technology products and
services provided to certain franchisees.
Certain expenses relate only to company-owned restaurants. These include:
o Food and beverage costs
o Labor costs
o Direct and occupancy costs
o Pre-opening expenses
20
Cost of other franchise income includes costs related to information technology
products and services provided to certain franchisees and costs related to the
resolution of claims arising from franchisee participation in our captive
insurance program.
Other expenses relate to both company-owned restaurants and franchise
operations.
All references to company comparable sales, average weekly sales and guest
traffic in all periods contained herein include the restaurants presented in
discontinued operations unless noted otherwise.
Overview
Applebee's International, Inc. and our subsidiaries develop, franchise and
operate casual dining restaurants under the name "Applebee's Neighborhood Grill
& Bar(R)," which is the largest casual dining concept in the world with over
1,900 system-wide restaurants open as of September 30, 2007(1). The casual
dining segment of the restaurant industry is highly competitive and there are
many factors that affect our profitability. Our industry is susceptible to
changes in economic conditions, trends in lifestyles, fluctuating costs,
government regulation, availability of resources and consumer perceptions. When
evaluating and assessing our financial performance, we believe there are five
key factors:
o Development - the number of new company and franchise restaurants
opened during the period. Our expansion strategy has been to cluster
restaurants in targeted markets, thereby increasing consumer awareness
and convenience, and enabling us to take advantage of operational,
distribution and advertising efficiencies. We currently expect that
the Applebee's system will ultimately encompass at least 3,000
restaurants in the United States, as well as the potential for at
least 1,000 restaurants internationally. We and our franchisees opened
2 and 14 restaurants in the 2007 quarter, respectively, and opened 12
and 42 restaurants in the 2007 year-to-date period, respectively.
During the 2007 quarter, we opened a company-owned restaurant in
Shanghai, China.
o Comparable restaurant sales - a year-over-year comparison of sales for
restaurants open at least 18 months. Changes in comparable restaurant
sales are driven by changes in the average guest check and/or changes
in guest traffic. Average guest check changes result from menu price
changes and/or changes in menu mix. The impact of menu price increases
on company restaurant sales was approximately 2.7% during both the
2007 quarter and 2007 year-to-date period. Although we may have
changes in our average guest check from period to period, our main
focus has been increasing guest traffic as we view this component to
be more indicative of the long-term health of the Applebee's brand. We
are constantly seeking to increase guest traffic by focusing on
improving operations and enhancing our menu with new food and beverage
offerings including the implementation of programs such as our new
lunch menu initiated in February 2007. In the 2007 quarter, company
comparable sales decreased 0.2%, while domestic franchise and domestic
system-wide comparable sales decreased 0.4% and 0.3%, respectively. In
the 2007 year-to-date period, company comparable sales decreased 2.0%,
while domestic franchise and domestic system-wide comparable sales
decreased 1.7% and 1.8%, respectively. We believe our sales and
traffic have been negatively impacted by multiple factors. Lower
income households, which represent a significant portion of our
guests, have been impacted by higher energy costs and interest rates.
The bar and grill category of the restaurant industry has been
negatively impacted by dining at home as well as increased trade-down
------------------
(1) Source: Nation's Restaurant News, "Special Report: Top 100," June 25, 2007.
21
to quick-service restaurants. In addition, the supply growth of units
opened in the category over the last three years has outpaced demand
contributing to weaker sales trends.
o Company restaurant margins - company restaurant sales, less food and
beverage, labor, direct and occupancy restaurant costs and pre-opening
expenses, expressed as a percentage of company restaurant sales.
Company restaurant margins are susceptible to fluctuations in
commodity costs, labor costs and other operating costs such as
utilities. Company restaurant margins were 9.1% and 11.0% in the 2007
quarter and the 2006 quarter, respectively, and 11.1% and 12.9% in the
2007 year-to-date period and the 2006 year-to-date period,
respectively.
o General and administrative expenses - general and administrative
expenses expressed as a percentage of total operating revenues.
General and administrative expenses were 11.0% and 11.3% in the 2007
quarter and the 2006 quarter, respectively, and 10.1% and 10.6% in the
2007 year-to-date period and the 2006 year-to-date period,
respectively. Stock-based compensation included in general and
administrative expenses was 1.4% and 1.6% in the 2007 quarter and the
2006 quarter, respectively, and 1.2% and 1.6% in the 2007 year-to-date
period and the 2006 year-to-date period, respectively. We had expenses
related to the exploration of strategic alternatives for enhancing
shareholder value included in general and administrative expenses of
approximately 1.3% and 0.7% in the 2007 quarter and the 2007
year-to-date period, respectively.
o Return on invested capital - net earnings expressed as a percent of
average invested capital. We believe this is an important indicator as
it allows us to evaluate our ability to create value for our
shareholders.
Application of Critical Accounting Policies
Management's Discussion and Analysis of Financial Condition and Results of
Operations is based upon our condensed consolidated financial statements, which
were prepared in accordance with accounting principles generally accepted in the
United States of America. These principles require us to make estimates and
assumptions that affect the reported amounts in the condensed consolidated
financial statements and notes thereto. Actual results may differ from these
estimates, and such differences may be material to our condensed consolidated
financial statements. We believe that the following accounting policies involve
a significant degree of judgment or complexity:
Inventory valuation: We state inventories at the lower of cost, using the
first-in, first-out method, or market. Market is determined based upon our
estimates of the net realizable value.
We may periodically purchase and maintain inventories of certain specialty
products to ensure sufficient supplies to the system, to ensure continuity of
supply, or to control food costs. We review and make quality control inspections
of our inventories to determine obsolescence on an ongoing basis. These reviews
require management to make certain estimates and judgments regarding projected
usage which may change in the future and may require us to record an inventory
impairment.
Property and equipment: We report property and equipment at historical cost less
accumulated depreciation. Depreciation is provided on the straight-line method
over the estimated useful lives of the assets. Leasehold improvements are
amortized over the lesser of the lease term or the estimated useful life of the
related asset. The useful lives of the assets are based upon management's
expectations. We periodically review the assets for changes in circumstances
which may impact their useful lives. If there are changes in circumstances that
revise an asset's useful life, we will adjust the depreciation expense
accordingly for that asset in future periods.
22
Stock-based compensation: We account for stock-based compensation in accordance
with Statement of Financial Accounting Standards ("SFAS") No. 123(R),
"Share-Based Payment." As required by SFAS No. 123(R), stock-based compensation
is estimated for equity awards at fair value at the grant date. We determine the
fair value of equity awards using a binomial model. The binomial model requires
various highly judgmental assumptions including the expected life, stock price
volatility and the forfeiture rate. If any of the assumptions used in the model
change significantly, stock-based compensation expense may differ materially in
the future from that recorded in the current period.
Impairment and other restaurant closure costs: We periodically review restaurant
property and equipment for impairment on a restaurant-by-restaurant basis using
certain market and restaurant operating indicators including historical cash
flows as well as current estimates of future cash flows and/or appraisals. We
review other long-lived assets at least annually and when events or
circumstances indicate that the carrying value of the asset may not be
recoverable. The recoverability is assessed in most instances by comparing the
carrying value to its undiscounted cash flows. This assessment process requires
the use of estimates and assumptions regarding future cash flows and estimated
useful lives, which are subject to a significant degree of judgment. If these
assumptions change in the future, we may be required to record impairment
charges for these assets.
We continually evaluate our restaurant portfolio and may determine to
periodically close restaurants. At the time of each restaurant closing, we are
required to record expenses and liabilities for the fair value of remaining
lease payments less any potential sublease income. The amounts recorded require
several estimates in determining the fair value. The actual amounts expensed
after settlement with our landlords may be materially different from the amounts
recorded.
Income taxes: We record valuation allowances against our deferred tax assets,
when necessary, in accordance with SFAS No. 109, "Accounting for Income Taxes."
Realization of deferred tax assets is dependent on future taxable earnings and
is therefore uncertain. We assess the likelihood that our deferred tax assets in
each of the jurisdictions in which we operate will be recovered from future
taxable income. Deferred tax assets do not include future tax benefits that we
deem likely not to be realized.
We are periodically audited by foreign and domestic tax authorities for both
income and sales and use taxes. In 2006, we recorded accruals when we determined
it was probable that we had an exposure in a matter relating to an audit.
In July 2006, the Financial Accounting Standards Board ("FASB") issued
Interpretation ("FIN") No. 48, "Accounting for Uncertainty in Income Taxes,"
which became effective for us beginning in 2007. FIN No. 48 addresses the
determination of how tax benefits claimed or expected to be claimed on a tax
return should be recorded in the financial statements. Under FIN No. 48, we must
recognize the tax benefit from an uncertain tax position only if it is more
likely than not that the tax position will be sustained on examination by the
taxing authorities, based on the technical merits of the position. Our estimates
of the tax benefit from uncertain tax positions may change in the future due to
new developments in each matter.
Legal and insurance reserves: We are periodically involved in various legal
actions. We are required to assess the probability of any adverse judgments as
well as the potential range of loss. We determine the required accruals after a
review of the facts of each legal action.
We use estimates in the determination of the appropriate liabilities for general
liability, workers' compensation and health insurance. The estimated liability
is established based upon historical claims data and third-party actuarial
23
estimates of settlement costs for incurred claims. Unanticipated changes in
these factors may require us to revise our estimates.
We periodically reassess our assumptions and judgments and make adjustments when
significant facts and circumstances dictate. A change in any of the above
estimates could impact our consolidated statements of earnings, and the related
asset or liability recorded in our consolidated balance sheets would be adjusted
accordingly. Historically, actual results have not been materially different
than the estimates that are described above.
Acquisition
The acquisition discussed below has been accounted for using the purchase method
of accounting and, accordingly, our condensed consolidated financial statements
reflect the results of operations for the acquisition subsequent to the date of
acquisition. The assets acquired and liabilities assumed are recorded at
estimates of fair value as determined by management based upon information
available.
In January 2006, we completed the acquisition of four Applebee's restaurants in
the Houston market for approximately $8,100,000 in cash. The purchase price was
allocated to the fair value of property and equipment of $7,400,000, goodwill of
approximately $500,000, reacquired franchise rights of approximately $100,000,
and other net assets of approximately $100,000. The proforma impact on our
results of operations was immaterial.
We finalize the allocation of purchase price to the fair value of assets
acquired and liabilities assumed when we obtain information sufficient to
complete the allocation, but in each case, no longer than one year after the
acquisition date.
Captive Insurance Subsidiary
In 2002, we formed Neighborhood Insurance, Inc., a Vermont corporation and a
wholly-owned captive insurance subsidiary to provide Applebee's International,
Inc. and qualified franchisees with workers' compensation and general liability
insurance. Through 2005, Applebee's International, Inc. and covered franchisees
made premium payments to the captive insurance company which pays administrative
fees and insurance claims, subject to individual and aggregate maximum claim
limits under the captive insurance company's reinsurance policies. Franchisee
premium amounts billed by the captive insurance company were established based
upon third-party actuarial estimates of settlement costs for incurred and
anticipated claims and administrative fees. In 2006, we discontinued writing
insurance coverage for new or existing participants. Cost of other franchise
income includes costs related to the resolution of claims arising from
franchisee participation in our captive insurance program. We do not expect
franchisee participation in the captive insurance company to have a material
impact on our net earnings. Our consolidated balance sheets include the
following balances related to the captive insurance subsidiary:
o Franchise premium receivables of approximately $200,000 and $400,000
as of September 30, 2007 and December 31, 2006, respectively, included
in receivables.
o Cash equivalent and other long-term investments restricted for the
payment of claims of approximately $10,000,000 and $12,600,000 as of
September 30, 2007 and December 31, 2006, respectively, included in
restricted assets related to captive insurance subsidiary.
o Loss reserve related to captive insurance subsidiary of approximately
$8,100,000 and $12,600,000 as of September 30, 2007 and December 31,
24
2006, respectively. Approximately $3,200,000 and $6,500,000 for
September 30, 2007 and December 31, 2006, respectively, is included in
other non-current liabilities.
Results of Operations
The following table contains information derived from our consolidated
statements of earnings expressed as a percentage of total operating revenues,
except where otherwise noted. Percentages may not add due to rounding.
2007 2006
Year-to- Year-to-
2007 2006 Date Date
Quarter Quarter Period Period
------------- ------------ ------------- -------------
Operating revenues:
Company restaurant sales................................... 89.2% 89.3% 89.0% 89.2%
Franchise royalties and fees............................... 10.6 10.6 10.9 10.6
Other franchise income..................................... 0.1 0.1 0.1 0.1
------------- ------------ ------------- -------------
Total operating revenues................................ 100.0% 100.0% 100.0% 100.0%
============= ============ ============= =============
Cost of sales (as a percentage of company restaurant sales):
Food and beverage.......................................... 26.7% 26.7% 26.6% 26.6%
Labor...................................................... 35.3 34.4 34.6 33.5
Direct and occupancy....................................... 28.8 27.6 27.6 26.5
Pre-opening expense........................................ 0.1 0.4 0.2 0.3
------------- ------------ ------------- -------------
Total cost of sales..................................... 90.9% 89.0% 88.9% 87.1%
============= ============ ============= =============
Cost of other franchise income (as a percentage of other
franchise income).......................................... 75.2% 187.1% 91.0% 128.5%
General and administrative expenses............................. 11.0 11.3 10.1 10.6
Amortization of intangible assets............................... -- -- -- 0.1
Impairment and other restaurant closure costs................... -- 0.4 0.6 0.2
Loss on disposition of property and equipment................... 0.2 0.2 0.1 0.2
------------- ------------ ------------- -------------
Operating earnings.............................................. 7.5 8.3 9.8 11.0
------------- ------------ ------------- -------------
Other income (expense):
Investment income.......................................... 0.2 0.3 0.3 0.1
Interest expense........................................... (0.6) (0.9) (0.7) (0.9)
Other income............................................... -- 0.1 -- 0.1
------------- ------------ ------------- -------------
Total other expense..................................... (0.4) (0.6) (0.4) (0.7)
------------- ------------ ------------- -------------
Earnings from continuing operations before income taxes......... 7.1 7.8 9.4 10.4
Income taxes.................................................... 2.3 2.8 3.1 3.6
------------- ------------ ------------- -------------
Earnings from continuing operations............................. 4.9 4.9 6.4 6.8
Loss from discontinued operations, net of tax................... -- (0.2) (1.4) (0.4)
------------- ------------ ------------- -------------
Net earnings.................................................... 4.9% 4.7% 5.0% 6.4%
============= ============ ============= =============
25
The following table sets forth certain financial information and other
restaurant data relating to company and franchise restaurants, as reported to us
by franchisees:
2007 2006
2007 2006 Year-to-Date Year-to-Date
Quarter Quarter Period Period
-------------- ------------- -------------- --------------
Number of restaurants:
Company:
Beginning of period..................... 508 507 521 486
Restaurant openings..................... 2 6 12 25
Restaurant closings..................... -- (1) (23) (3)
Restaurants acquired from franchisees... -- -- -- 4
-------------- ------------- -------------- --------------
End of period........................... 510 512 510 512
-------------- ------------- -------------- --------------
Franchise:
Beginning of period..................... 1,435 1,353 1,409 1,318
Restaurant openings..................... 14 22 42 67
Restaurant closings..................... (6) (3) (8) (9)
Restaurants acquired by franchisor...... -- -- -- (4)
-------------- ------------- -------------- --------------
End of period........................... 1,443 1,372 1,443 1,372
-------------- ------------- -------------- --------------
Total:
Beginning of period..................... 1,943 1,860 1,930 1,804
Restaurant openings..................... 16 28 54 92
Restaurant closings..................... (6) (4) (31) (12)
-------------- ------------- -------------- --------------
End of period........................... 1,953 1,884 1,953 1,884
============== ============= ============== ==============
Weighted average weekly sales per restaurant:
Company(1).............................. $ 43,720 $ 43,331 $ 44,501 $ 45,527
Domestic franchise...................... $ 46,928 $ 47,516 $ 48,993 $ 50,394
Domestic total.......................... $ 46,046 $ 46,327 $ 47,744 $ 49,011
Change in comparable restaurant sales:(2)
Company(3).............................. (0.2)% (1.7)% (2.0)% (0.8)%
Domestic franchise...................... (0.4)% (2.5)% (1.7)% (0.4)%
Domestic total.......................... (0.3)% (2.3)% (1.8)% (0.5)%
Total operating revenues (in thousands):
Company restaurant sales(4)............. $ 288,861 $ 280,480 $ 883,128 $ 870,372
Franchise royalties and fees(5)......... 34,357 33,340 107,651 103,581
Other franchise income(6)............... 475 371 1,209 1,355
-------------- ------------- -------------- --------------
Total................................... $ 323,693 $ 314,191 $ 991,988 $ 975,308
============== ============= ============== ==============
------------------
(1) Includes restaurants presented as discontinued operations. Excluding the
restaurants presented as discontinued operations, company average weekly
sales were $43,720 and $43,997 in the 2007 quarter and the 2006 quarter,
respectively, and $44,763 and $46,225 in the 2007 year-to-date period and
the 2006 year-to-date period, respectively.
(2) When computing comparable restaurant sales, restaurants open for at least
18 months are compared from period to period.
(3) Includes restaurants presented as discontinued operations. Excluding the
restaurants presented as discontinued operations, company comparable
restaurant sales were (0.2)% and (1.6)% in the 2007 quarter and the 2006
quarter, respectively, and (2.0)% and (0.7)% in the 2007 year-to-date
period and the 2006 year-to-date period, respectively.
(4) Excludes restaurants presented as discontinued operations. Sales for these
restaurants, in thousands, were $6,458 in the 2006 quarter and $7,298 and
$20,593 in the 2007 year-to-date period and the 2006 year-to-date period,
respectively.
(5) Franchise royalties are generally 4% of each franchise restaurant's
reported monthly gross sales. Reported unaudited franchise sales, in
thousands, were $865,484 and $830,458 in the 2007 quarter and the 2006
quarter, respectively, and $2,681,427 and $2,594,659 in the 2007
year-to-date period and the 2006 year-to-date period, respectively.
Franchise fees typically are $35,000 for each restaurant opened.
(6) Other franchise income includes revenue from information technology
products and services provided to certain franchisees.
26
2007 Quarter Compared With 2006 Quarter and 2007 Year-to-Date Period Compared
With 2006 Year-to-Date Period
Company Restaurant Sales. Total company restaurant sales increased $8,381,000
(3%) from $280,480,000 in the 2006 quarter to $288,861,000 in the 2007 quarter
and increased $12,756,000 (1%) from $870,372,000 in the 2006 year-to-date period
to $883,128,000 in the 2007 year-to-date period. The percentage increase in
total company restaurant sales was due to an increase in the number of
restaurant weeks open of approximately 4% in the 2007 quarter and 5% in the 2007
year-to-date period, excluding the 19 restaurants which have been presented as
discontinued operations. The increase in both periods was partially offset by a
decline in average weekly sales for restaurants presented in continuing
operations.
Comparable restaurant sales at company restaurants decreased by 0.2% and 2.0% in
the 2007 quarter and the 2007 year-to-date period, respectively. Weighted
average weekly sales at company restaurants increased 0.9% from $43,331 in the
2006 quarter to $43,720 in the 2007 quarter and decreased 2.3% from $45,527 in
the 2006 year-to-date period to $44,501 in the 2007 year-to-date period. Average
weekly sales were negatively impacted by declines in guest traffic of
approximately 4.2% in both the 2007 quarter and the 2007 year-to-date period, as
well as the underperformance of restaurants open less than 18 months. In
addition, both periods were favorably impacted by a higher guest check related
to our menu promotions and menu price increases of approximately 2.7%.
Franchise Royalties and Fees. Franchise royalties and fees increased $1,017,000
(3%) from $33,340,000 in the 2006 quarter to $34,357,000 in the 2007 quarter and
increased $4,070,000 (4%) from $103,581,000 in the 2006 year-to-date period to
$107,651,000 in the 2007 year-to-date period due primarily to the increased
number of franchise restaurants operating during both periods as compared to the
prior year. Domestic franchise weighted average weekly sales and comparable
restaurant sales decreased 1.2% and 0.4%, respectively, in the 2007 quarter and
decreased by 2.8% and 1.7%, respectively, in the 2007 year-to-date period.
Cost of Company Restaurant Sales. Food and beverage costs were 26.7% in both the
2006 quarter and the 2007 quarter and were 26.6% in both the 2006 year-to-date
period and the 2007 year-to-date period. Food and beverage costs were
unfavorably impacted in both periods by a shift in menu mix and higher food
costs related to our menu promotions which were offset by menu price increases
of approximately 2.7% in both the 2007 quarter and the 2007 year-to-date period.
We currently expect net commodity costs to increase by approximately 1% in 2007.
Labor costs increased from 34.4% in the 2006 quarter to 35.3% in the 2007
quarter and increased from 33.5% in the 2006 year-to-date period to 34.6% in the
2007 year-to-date period due primarily to higher restaurant management salaries
and hourly wage rates including the impact of state minimum wage rate increases,
and higher vacation expense which was partially offset by better management of
hourly staffing. In addition, the 2007 quarter was unfavorably impacted by
higher group insurance expense and higher restaurant management incentive
compensation. We currently expect labor costs to continue to be negatively
impacted by recently enacted state hourly minimum wage increases in 2007.
Direct and occupancy costs increased from 27.6% in the 2006 quarter to 28.8% in
the 2007 quarter and increased from 26.5% in the 2006 year-to-date period to
27.6% in the 2007 year-to-date period due primarily to lower sales volumes at
company restaurants which resulted in unfavorable year-over-year comparisons for
27
depreciation and rent, as a percentage of sales, due to their relatively fixed
nature as well as higher repairs and maintenance, utilities and credit card
usage expense. In addition, the 2007 quarter was unfavorably impacted by higher
advertising expenses, as a percentage of sales and the 2007-year-to-date period
was favorably impacted by lower kitchen and dining supplies expense.
General and Administrative Expenses. General and administrative expenses
decreased from 11.3% in the 2006 quarter to 11.0% in the 2007 quarter and
decreased from 10.6% in the 2006 year-to-date period to 10.1% in the 2007
year-to-date period due primarily to lower stock-based compensation which
decreased $600,000 in the 2007 quarter and $4,000,000 in the 2007 year-to-date
period as well as the favorable impact of a $1,500,000 legal expense recorded in
the third quarter of fiscal 2006 related to the settlement of a California wage
and hour lawsuit. The decrease was partially offset by expenses related to the
exploration of strategic alternatives for enhancing shareholder value in both
periods, as well as expenses in the 2007 year-to-date period related to a proxy
contest, which totaled approximately $4,000,000 in the 2007 quarter and
approximately $7,500,000 in the 2007 year-to-date period.
Impairment and Other Restaurant Closure Costs. Impairment and other restaurant
closure costs decreased from $1,296,000 in the 2006 quarter to $74,000 in the
2007 quarter and increased from $2,416,000 in the 2006 year-to-date period to
$5,830,000 in the 2007 year-to-date period. The increase in the 2007
year-to-date period was due to the decision to close 24 underperforming
restaurants as discussed below.
In March 2007, we announced that the Board of Directors had approved
management's recommendation to close 24 underperforming restaurants located in
11 states which we determined did not have the potential to deliver acceptable
long-term returns on invested capital. We closed 19 restaurants in the first
fiscal quarter of 2007 and four restaurants in the second quarter of fiscal
2007, leaving one of the 24 underperforming restaurants still open.
Investment Income. Investment income decreased from $885,000 in the 2006 quarter
to $746,000 in the 2007 quarter and increased from $1,345,000 in the 2006
year-to-date period to $2,753,000 in the 2007 year-to-date period. The increase
in the 2007 year-to-date period was due primarily to an increase in the return
on investments in our deferred compensation plan investments.
Interest Expense. Interest expense decreased from $2,970,000 in the 2006 quarter
to $1,945,000 in the 2007 quarter and from $8,509,000 in the 2006 year-to-date
period to $6,670,000 in the 2007 year-to-date period due to a decrease in the
amount of borrowings outstanding under our revolving credit facility.
Income Taxes. The effective income tax rate, as a percentage of earnings from
continuing operations before income taxes, decreased from 36.3% in the 2006
quarter to 31.7% in the 2007 quarter and decreased from 34.7% in the 2006
year-to-date period to 32.6% in the 2007 year-to-date period due to the impact
of discontinued operations, the impact of higher tax credits related to the
construction of our new corporate headquarters and higher employment credits all
of which were over a lower taxable income base as compared to 2006.
Earnings from Continuing Operations. Earnings from continuing operations
increased $293,000 (2%) from $15,513,000 in the 2006 quarter to $15,806,000 in
the 2007 quarter and decreased $2,943,000 (4%) from $66,015,000 in the 2006
year-to-date period to $63,072,000 in the 2007 year-to-date period. The decrease
in the 2007 year-to-date period was due primarily to impairment and other
restaurant closure costs of approximately $5,800,000 incurred in the 2007
year-to-date period related to four restaurants closed which have been presented
in continuing operations.
28
Loss from Discontinued Operations, Net of Tax. The loss from discontinued
operations decreased $630,000 from a loss of $672,000 in the 2006 quarter to a
loss of $42,000 in the 2007 quarter and increased $10,065,000 from a loss of
$3,619,000 in the 2006 year-to-date period to a loss of $13,684,000 in the 2007
year-to-date period. The decrease in the loss in the 2007 quarter was due to the
write down of the carrying value of property and equipment in the 2006 quarter
which has been presented as discontinued operations. The increase in the loss in
the 2007 year-to-date period was due primarily to a write-down of the carrying
value of property and equipment and other assets of approximately $11,900,000,
lease obligations for closed restaurants and other costs of approximately
$9,600,000, loss from restaurant operations of approximately $600,000 and a gain
on the sale of property and equipment of approximately $600,000 (approximately
$13,700,000 net of tax for all items) which are related to the 19 restaurants
presented as discontinued operations.
Net Earnings. Net earnings increased $923,000 (6%) from $14,841,000 in the 2006
quarter to $15,764,000 in the 2007 quarter and decreased $13,008,000 (21%) from
$62,396,000 in the 2006 year-to-date period to $49,388,000 in the 2007
year-to-date period. The decrease in the 2007 year-to-date period was due
primarily to discontinued operations of approximately $13,700,000, net of tax,
and impairment and other restaurant closure costs of approximately $5,800,000
incurred related to the decision to close 24 restaurants.
Liquidity and Capital Resources
Our primary sources of liquidity are cash provided by operations and borrowings
under our credit facility. Our need for capital resources historically has
resulted from the construction and acquisition of restaurants, refurbishment and
capital replacement for existing restaurants, the repurchase of our common stock
and investment in information technology systems. We obtain capital through our
ongoing operations and debt financing.
Cash flows from our operating activities primarily include the net cash
generated from company and franchise operations and management of credit from
trade suppliers. Cash flows provided or used by investing activities include
capital expenditures for restaurant construction, refurbishment, information
technology, acquisitions of franchise restaurants, sale-leaseback transactions
and asset sales. Cash flows provided or used by financing activities include
borrowings and repayments of debt, repurchases of our common stock, dividends to
shareholders and the cash received from the exercise of employee stock options.
The following table presents a summary of our cash flows for the 2007
year-to-date period and the 2006 year-to-date period (in thousands):
2007 2006
Year-to-Date Year-to-Date
Period Period
------------------ ------------------
Net cash provided by operating activities.......... $ 116,474 $ 109,438
Net cash used by investing activities.............. (57,726) (90,089)
Net cash used by financing activities.............. (62,145) (22,613)
------------------ ------------------
Net decrease in cash and cash equivalents.......... $ (3,397) $ (3,264)
================== ==================
Capital expenditures were $65,276,000 in the 2007 year-to-date period and
$86,635,000 in the 2006 year-to-date period.
29
Excluding costs related to the construction of our new corporate headquarters,
capital expenditures are expected to be between $60,000,000 and $70,000,000 in
2007 and will primarily be for the development of new restaurants, refurbishment
and capital replacement for existing restaurants and the enhancement of
information systems. Costs for the new corporate headquarters are expected to be
approximately $35,000,000 in 2007. We intend to enter into a sale-leaseback
transaction with respect to the new headquarters upon its completion or
thereafter, depending upon market conditions. We currently expect to open
between 13 and 15 company restaurants in 2007. We expect to continue to purchase
a portion of our restaurant sites; however the amount of actual capital
expenditures will be dependent upon, among other things, the proportion of
leased versus owned properties. If we construct more or fewer restaurants than
we currently anticipate, or acquire additional restaurants, our capital
requirements will increase or decrease accordingly.
In January 2006, we completed the acquisition of four Applebee's restaurants in
the Houston area for approximately $8,100,000 in cash.
In December 2006, we entered into a five-year revolving credit facility. The
terms of the bank credit agreement provide for $400,000,000 in unsecured
revolving credit as well as an additional $200,000,000 of revolving credit upon
satisfaction of the conditions set forth in the credit facility. The facility is
subject to various covenants and restrictions which, among other things, require
the maintenance of stipulated fixed charge and leverage ratios, as defined.
There is no limit on cash dividends or repurchases of our common stock provided
the declaration and payment of such dividend or repurchase of stock does not
cause a default of any other covenant contained in the agreement. The facility
is subject to other standard terms, conditions, covenants and fees. As of
September 30, 2007, we were in compliance with the covenants contained in our
credit agreement. We had borrowings of $118,000,000, standby letters of credit
of approximately $20,300,000 outstanding and approximately $261,700,000
available under our revolving credit facility as of September 30, 2007.
In November 2006, with approximately $100,000,000 of a previous authorization
remaining, our Board of Directors authorized additional repurchases of our
common stock of up to $150,000,000, subject to market conditions, for a total of
approximately $250,000,000 in authorized repurchases. During the 2007
year-to-date period, we repurchased 42,000 shares of our common stock at an
average price of $23.93 for an aggregate cost of approximately $1,000,000. As of
September 30, 2007, we had approximately $239,400,000 remaining under our
repurchase authorizations.
In December 2006, the Board of Directors declared an annual dividend of $0.22
per share payable to shareholders of record on December 22, 2006. We paid
approximately $16,300,000 in January 2007 related to this dividend. We are
precluded from stock repurchases and the payment of any dividends under the
terms of the agreement with IHOP.
As of September 30, 2007, our liquid assets totaled $19,211,000. These assets
consisted of cash and cash equivalents in the amount of $18,912,000 and
short-term investments in the amount of $299,000.
Historically, we operate with working capital deficits as we carry low levels of
accounts receivable and most of our revenues are received in cash or credit
cards at the time of sale. We have used this cash to purchase property and
equipment, repurchase our common stock and pay down long-term debt, all of which
are non-current in nature. The working capital deficit decreased from
$81,626,000 as of December 31, 2006 to $48,467,000 as of September 30, 2007.
This decrease resulted primarily from a combination of factors which included
decreases in receivables and accrued dividends, an increase in accounts payable,
30
payments on debt, the reclassification of certain property and equipment to
assets held for sale, and higher redemption of gift cards as compared to the
sales of gift cards.
We believe that our liquid assets and cash generated from operations, combined
with available borrowings, will provide sufficient funds for operating
activities, capital expenditures, currently approved repurchases of our common
stock and the payment of dividends for at least the next 12 months and
thereafter for the foreseeable future.
The following table shows our debt amortization schedule, future capital lease
commitments (including principal and interest payments), future operating lease
commitments and future purchase obligations as of September 30, 2007 (in
thousands):
Payments due by period
----------------------------------------------------------------------
Certain Less than 1 1-3 3-5 More than 5
Contractual Obligations(1) Total year years years years
-------------------------------------------- ------------- ------------- ------------- ------------ -------------
Long-term Debt (excluding capital
lease obligations) (2).................. $ 119,225 $ 42 $ 97 $ 118,116 $ 970
Capital Lease Obligations.................. 6,924 843 1,776 1,785 2,520
Operating Leases (3)....................... 403,243 30,571 60,007 58,948 253,717
Purchase Obligations - Company(4).......... 116,982 92,123 24,859 -- --
Purchase Obligations - Franchise(5)........ 270,851 200,513 70,338 -- --
------------------
(1) This amount excludes approximately $7,800,000 of unrecognized tax benefits
due to the uncertainty related to the timing of any payments.
(2) The amounts for long-term debt are primarily borrowings under our revolving
credit facility and exclude interest payments which are variable in nature.
(3) The amounts for operating leases include option periods where failure to
exercise such options would result in an economic penalty such that the
renewal appears reasonably assured.
(4) The amounts for company purchase obligations include commitments for food
items, energy, supplies, and other miscellaneous commitments.
(5) The amounts for franchise purchase obligations include commitments for food
items and supplies made by us for our franchisees. We contract with certain
suppliers to ensure competitive pricing. These amounts will only be payable
by us if our franchisees do not meet certain minimum contractual
requirements.
Other Contractual Obligations
In June 2007, we entered into a capital lease with the City of Lenexa, Kansas in
association with the development of our new corporate headquarters. As of
September 30, 2007, our lease obligation is $4,500,000. In accordance with
Financial Accounting Standards Board ("FASB") Interpretation Number 39,
"Offsetting of Amounts Related to Certain Contracts" ("FIN 39"), our lease
obligation has been offset against $4,500,000 of related industrial revenue
bonds issued by the City of Lenexa, Kansas and purchased by us.
In connection with the sale of restaurants to franchisees and other parties, we
have, in certain cases, remained contingently liable for the remaining lease
payments. As of September 30, 2007, we have outstanding lease guarantees of
approximately $13,900,000. In addition, we or our subsidiaries are contingently
liable for various leases that we have assigned in connection with the sale of
restaurants to franchisees and other parties in the potential amount of
$11,100,000. These leases expire at various times with the final lease agreement
expiring in 2018. The sale of virtually all of the restaurants involving these
lease contingencies occurred prior to the effective date of FASB Interpretation
No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees,
Including Indirect Guarantees of Indebtedness of Others" ("FIN 45") and,
31
therefore, we were not required to record a liability for these guarantees
following the prospective application guidance. The fair value of the few
remaining lease guarantees entered into after the date of adoption are
immaterial to our consolidated financial statements, thus we did not record a
liability related to these contingent lease liabilities as of September 30, 2007
or December 31, 2006.
In 2004, we arranged for a third-party financing company to provide up to
$250,000,000 to qualified franchisees for loans to fund development of new
restaurants through October 2007, subject to our approval. We will provide a
limited guarantee of 10% of certain loans advanced under this program. We will
be released from our guarantee if certain operating results are met after the
restaurant has been open for at least two years. As of September 30, 2007, there
were loans outstanding to five franchisees for approximately $34,900,000, net of
any guarantees in which we were released, under this program. The fair value of
our guarantees under this financing program is approximately $100,000 and is
recorded in non-current liabilities in our consolidated balance sheet as of
September 30, 2007. This program will expire on October 31, 2007.
We have severance and employment agreements with certain officers providing for
severance payments to be made in the event the officer resigns or is terminated
not related to a change in control, some of which require payments to be made
only if we enforce certain terms in the agreements. If the severance payments
had been due as of September 30, 2007, we would have been required to make
payments totaling approximately $10,400,000. In addition, we have severance and
employment agreements with certain officers which contain severance provisions
related to a change in control. The agreements define the circumstances which
will constitute a change in control. Those provisions would have required
additional aggregate payments of approximately $6,400,000 if such officers had
been terminated as of September 30, 2007.
New Accounting Pronouncements
In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements." This
statement defines fair value, establishes a framework for using fair value to
measure assets and liabilities, and expands disclosures about fair value
measurements. The statement applies whenever other statements require or permit
assets or liabilities to be measured at fair value. SFAS No. 157 is effective
for fiscal years beginning after November 15, 2007. The impact of this adoption
will not be material to our consolidated financial statements.
In September 2006, the FASB issued SFAS No. 158, "Employers' Accounting for
Defined Benefit Pension and Other Postretirement Plans." This statement requires
companies to recognize a net liability or asset and an offsetting adjustment to
accumulated other comprehensive income to report the funded status of defined
benefit pension and other postretirement benefit plans. The statement requires
prospective application, and the recognition and disclosure requirements are
effective for companies with fiscal years ending after December 15, 2006.
Additionally, SFAS No. 158 requires companies to measure plan assets and
obligations at their year-end balance sheet date. This requirement is effective
for fiscal years ending after December 15, 2008. The impact of this adoption was
not material to our consolidated financial statements and we are in compliance
with the measurement date provisions of this statement.
In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial Assets and Liabilities." This statement permits entities to choose to
measure many financial instruments and certain other items at fair value. If the
fair value option is elected, unrealized gains and losses will be recognized in
earnings at each subsequent reporting date. SFAS No. 159 is effective for fiscal
32
years beginning after November 15, 2007. We are currently evaluating the impact
of this adoption on our consolidated financial statements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to market risk from fluctuations in interest rates and changes in
commodity prices. Our revolving credit facility bears interest at either the
bank's prime rate or LIBOR plus 0.45%, at our option. As of September 30, 2007,
the total amount of debt subject to interest rate fluctuations was $118,000,000,
which was outstanding on our revolving credit facility. A 1% change in interest
rates would result in an increase or decrease in interest expense of
approximately $1,200,000 per year. We may from time to time enter into interest
rate swap agreements to manage the impact of interest rate changes on our
earnings. A substantial portion of the food products and utilities we purchase
are subject to price volatility due to factors that are outside of our control
such as weather, seasonality and fuel costs. As part of our strategy to moderate
this volatility, we have entered into fixed price purchase commitments.
Item 4. Controls and Procedures
As of September 30, 2007, we have evaluated the effectiveness of the design and
operation of our disclosure controls and procedures, under the supervision and
with the participation of the Chief Executive Officer ("CEO") and Chief
Financial Officer ("CFO"). Based on this evaluation, our management, including
the CEO and CFO, concluded that our disclosure controls and procedures are
effective.
During the 2007 quarter, there have been no changes in our internal control over
financial reporting that occurred that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.
33
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
We are subject from time to time to lawsuits, claims and governmental
inspections or audits arising in the ordinary course of business. Some of these
lawsuits purport to be class actions and/or seek substantial damages. In the
opinion of management, these matters are adequately covered by insurance, or if
not so covered, are without merit or are of such a nature or involve amounts
that would not have a material adverse impact on our business or consolidated
financial position.
On July 26, 2007, the New Jersey Building Laborers Pension and Annuity Funds
filed a putative class action complaint in the Court of Chancery of the State of
Delaware for New Castle County against Applebee's International, Inc., its
directors, and IHOP Corporation. On September 14, 2007, the plaintiff in this
matter filed an amended complaint against the same defendants. The amended
complaint alleges, among other things, that the proposed transaction with IHOP
is unfair to Applebee's stockholders. As relief, the amended complaint seeks to
enjoin the transaction and seeks monetary damages in an unspecified amount. The
parties have agreed in principle to a disclosure-based settlement described in a
Memorandum of Understanding which was submitted to the Court on October 12,
2007. The proposed settlement is subject to, among other things, confirmatory
discovery by plaintiffs, notice to the putative class members and approval by
the Court.
We are currently defending a collective action filed under the Fair Labor
Standards Act styled Gerald Fast v. Applebee's International, Inc., in which
named plaintiffs claim that tipped workers in company restaurants perform
excessive amounts of non-tipped work for which they should be compensated at the
minimum wage. The court has conditionally certified a nationwide class of
servers and bartenders who have worked in company-owned restaurants since June
19, 2004. Unlike a class action, a collective action requires potential class
members to "opt in" rather than "opt out." Therefore, the number of class
members will not be known until the end of 2007, when the opt in period expires.
Conditional certification is granted under a lenient standard and the company
will have an opportunity to have the class de-certified following the close of
discovery at the end of 2008. The company believes it has strong defenses
supporting the de-certification of the class, as well as strong defenses to the
substantive claims asserted, and intends to vigorously defend this case. An
estimate of the possible loss, if any, or the range of the loss cannot be made
and therefore, the Company has not accrued a loss contingency related to this
matter.
Item 1A. Risk Factors
There have been no material changes in our risk factors from those disclosed in
our 2006 Annual Report on Form 10-K and Quarterly Report on Form 10-Q for the
fiscal quarter ended July 1, 2007, except as listed below.
A significant increase in litigation could have a material adverse effect on our
results of operations, financial condition and business prospects.
We are subject to complaints or litigation from guests alleging illness, injury
or other food quality, health or operational concerns. Adverse publicity
resulting from these allegations could harm the operation and profitability of
our restaurants, regardless of whether the allegations are valid, whether we are
liable or whether the claim involves our restaurants or one of our franchisees.
34
Failure to comply with the various federal and state labor laws pertaining to
minimum wage, overtime pay, meal and rest breaks, unemployment tax rates,
workers' compensation rates, citizenship or residency requirements, child labor
requirements and sales taxes may have a material adverse effect on our business
or operations. In particular, we are party to a number of employment-related and
wage-related lawsuits, including a collective action suit filed in July 2006 in
a U.S. federal court in Missouri relating to minimum wage and tip credit for
past and present servers and bartenders of our restaurants whose minimum wage
calculation included "tip credit". The plaintiffs allege, among other things,
that Applebee's International, Inc. violated the Fair Labor Standards Act of
1938 by failing to pay the legally mandated minimum wage for work such as
general preparation or maintenance work, for which the employees did not earn
tips. We are actively defending against the case, and intend to seek
decertification of the class, which is expected to be heard in early 2009
following discovery proceedings. Since the case is at a very preliminary stage,
we cannot currently make an estimate as to the chance of success for the
plaintiffs or the magnitude of our liability associated with the case, if the
class is not decertified and is decided against Applebee's International, Inc.
If the case is decided against us, significant changes to the timekeeping
systems of our restaurants or increases in employee wage rates may be required.
If we incur losses as a result of employment liabilities, our business and
operations will be adversely affected.
Further, employee claims based on, among other things, discrimination,
harassment or wrongful termination may divert our financial and management
resources and adversely affect our operations.
35
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(c) Issuer Purchases of Equity Securities.
Purchases of Equity Securities(1)
-------------------------------------------------------------------------------------------------------------------
(a) (b) (c) (d)
---------------------------------- -------------- ----------- ------------------------- ---------------------------
Maximum Dollar Value of
Average Total Number of Shares Shares that May Yet Be
Total Number Price Purchased as Part of Purchased Under the
of Shares Paid Per Publicly Announced Plans or Programs
Period Purchased Share Plans or Programs (in thousands)
---------------------------------- -------------- ----------- ------------------------- ---------------------------
July 2, 2007 through
July 29, 2007 -- -- -- $239,446
---------------------------------- -------------- ----------- ------------------------- ---------------------------
July 30, 2007 through
August 26, -- -- -- $239,446
---------------------------------- -------------- ----------- ------------------------- ---------------------------
August 27, 2007 through
September 30, 2007 -- -- -- $239,446
---------------------------------- -------------- ----------- ------------------------- ---------------------------
Total -- --
================================== ============== =========== ========================= ===========================
------------------
(1) In November 2006, with approximately $100,000,000 of the previous
authorization remaining, our Board of Directors authorized additional
repurchases of our common stock of up to $150,000,000, subject to market
conditions, for a total of approximately $250,000,000 in authorized repurchases.
Item 6. Exhibits
The Exhibits listed on the accompanying Exhibit Index are filed as part of this
report.
36
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
APPLEBEE'S INTERNATIONAL, INC.
(Registrant)
Date: October 29, 2007 By: /s/ David L. Goebel
------------------- ------------------------------------------------
David L. Goebel
Director, President and Chief Executive Officer
(principal executive officer)
Date: October 29, 2007 By: /s/ Steven K. Lumpkin
------------------ ------------------------------------------------
Steven K. Lumpkin
Director, Executive Vice President,
Chief Financial and Strategy Officer
(principal financial officer)
Date: October 29, 2007 By: /s/ Beverly O. Elving
------------------ ------------------------------------------------
Beverly O. Elving
Vice President and Controller
(principal accounting officer)
37
APPLEBEE'S INTERNATIONAL, INC.
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
----------- ----------------------------------------------------------------
2.1 Agreement and Plan of Merger dated July 15, 2007, among
IHOP Corp., CHLH Corp. and Applebee's International, Inc.
(incorporated by reference to Exhibit 2.1 of the Registrant's
Form 8-K filed July 18, 2007).
31.1 Certification of Chief Executive Officer Pursuant to SEC Rule
13a-14(a).
31.2 Certification of Chief Financial Officer Pursuant to SEC Rule
13a-14(a).
32.1 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.
38