FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the quarterly period ended April 1, 2001
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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 No. 1-12692
MORTON'S RESTAURANT GROUP, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 13-3490149
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3333 New Hyde Park Road, Suite 210, New Hyde Park, New York 11042
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(Address of principal executive offices) (Zip code)
516-627-1515
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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____
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As of May 9, 2001, the registrant had 4,173,792 Shares of its Common Stock,
$.01 par value, outstanding.
MORTON'S RESTAURANT GROUP, INC. AND SUBSIDIARIES
INDEX
PART I. FINANCIAL INFORMATION PAGE
Item 1. Financial Statements
Consolidated Balance Sheets as of April 1, 2001 and December 31, 2000 3-4
Consolidated Statements of Income for the three month periods ended
April 1, 2001 and April 2, 2000 5
Consolidated Statements of Cash Flows for the three month periods ended
April 1, 2001 and April 2, 2000 6
Notes to Consolidated Financial Statements 7-8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9-12
Item 3. Quantitative and Qualitative Disclosure about Market Risk 13
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 14
Item 4. Submission of Matters to a Vote of Stockholders 14
Item 5. Other Information 14
Item 6. Exhibits and Reports on Form 8-K 14
Signatures 15
2
Item 1. Financial Statements
MORTON'S RESTAURANT GROUP, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(amounts in thousands)
April 1, December 31,
2001 2000
------------ ------------
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 1,721 $ 2,296
Accounts receivable 1,094 4,639
Inventories 8,142 8,303
Landlord construction receivables, prepaid
expenses and other current assets 2,948 2,867
Deferred income taxes 5,497 5,653
----------- -----------
Total current assets 19,402 23,758
----------- -----------
Property and equipment, at cost:
Furniture, fixtures and equipment 37,150 35,842
Leasehold improvements 52,764 51,052
Land 6,342 6,337
Construction in progress 2,236 2,160
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98,492 95,391
Less accumulated depreciation and amortization 19,674 17,344
----------- -----------
Net property and equipment 78,818 78,047
----------- -----------
Intangible assets, net of accumulated amortization of $4,769 at
April 1, 2001 and $4,668 at December 31, 2000 11,226 11,327
Other assets and deferred expenses, net of accumulated
amortization of $556 at April 1, 2001 and $518 at
December 31, 2000 6,782 6,412
Deferred income taxes 4,025 4,866
----------- -----------
$ 120,253 $ 124,410
=========== ===========
(Continued)
3
MORTON'S RESTAURANT GROUP, INC. AND SUBSIDIARIES
Consolidated Balance Sheets, Continued
(amounts in thousands, except share data)
April 1, December 31,
2001 2000
--------- -------------
(unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 6,622 $ 8,677
Accrued expenses 16,569 21,375
Current portion of obligations to financial institutions
and capital leases 4,855 4,759
Accrued income taxes 126 1,004
-------- --------
Total current liabilities 28,172 35,815
Obligations to financial institutions and capital leases,
less current maturities 85,988 85,012
Other liabilities 4,181 4,506
-------- --------
Total liabilities 118,341 125,333
-------- --------
Commitments and contingencies
Stockholders' equity:
Preferred stock, $.01 par value per share. Authorized
3,000,000 shares, no shares issued or outstanding -- --
Common stock, $.01 par value per share. Authorized
25,000,000 shares, issued 6,796,851 shares at April 1,
2001 and 6,778,363 shares at December 31, 2000 68 68
Nonvoting common stock, $.01 par value per share.
Authorized 3,000,000 shares, no shares issued or
outstanding -- --
Additional paid-in capital 63,307 63,077
Accumulated other comprehensive income (loss) (313) (150)
Accumulated deficit (14,340) (17,084)
Less treasury stock, at cost, 2,628,953 shares at April 1,
2001 and 2,630,361 shares at December 31, 2000 (46,810) (46,834)
-------- --------
Total stockholders' equity (deficit) 1,912 (923)
-------- --------
$120,253 $124,410
======== ========
See accompanying notes to consolidated financial statements.
4
MORTON'S RESTAURANT GROUP, INC. AND SUBSIDIARIES
Consolidated Statements of Income
(amounts in thousands, except per share data)
Three Months Ended
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April 1, April 2,
2001 2000
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(unaudited)
Revenues $66,342 $63,595
Food and beverage costs 22,670 21,422
Restaurant operating expenses 27,833 26,352
Pre-opening costs, depreciation, amortization
and non-cash charges 2,756 3,080
General and administrative expenses 4,932 5,058
Marketing and promotional expenses 2,199 1,876
Interest expense, net 2,032 1,448
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Income before income taxes 3,920 4,359
Income tax expense 1,176 1,308
------- -------
Net income $ 2,744 $ 3,051
======= =======
Net income per share:
Basic $ 0.66 $ 0.60
======= =======
Diluted $ 0.62 $ 0.58
======= =======
Weighted average shares outstanding:
Basic 4,158 5,093
======= =======
Diluted 4,425 5,232
======= =======
See accompanying notes to consolidated financial statements.
5
MORTON'S RESTAURANT GROUP, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(amounts in thousands)
Three Months Ended
-----------------------
April 1, April 2,
2001 2000
--------- ----------
(unaudited)
Cash flows from operating activities:
Net income $ 2,744 $ 3,051
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation, amortization and other non-cash charges 2,142 2,319
Deferred income taxes 997 828
Change in assets and liabilities:
Accounts receivable 3,537 (562)
Inventories 141 492
Prepaid expenses and other assets (380) (151)
Accounts payable, accrued expenses and other liabilities (7,079) (4,724)
Accrued income taxes (878) 229
------- --------
Net cash provided by operating activities 1,224 1,482
------- --------
Cash flows from investing activities:
Purchases of property and equipment (3,137) (3,456)
------- --------
Net cash used by investing activities (3,137) (3,456)
------- --------
Cash flows from financing activities:
Principal reduction on obligations to financial
institutions and capital leases (6,901) (4,084)
Proceeds from obligations to financial institutions and
capital leases 8,000 12,927
Purchases of treasury stock -- (10,386)
Net proceeds from issuance of stock 254 4
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Net cash provided (used) by financing activities 1,353 (1,539)
------- --------
Effect of exchange rate changes on cash (15) (4)
------- --------
Net decrease in cash and cash equivalents (575) (3,517)
Cash and cash equivalents at beginning of period 2,296 5,806
------- --------
Cash and cash equivalents at end of period $ 1,721 $ 2,289
======= ========
See accompanying notes to consolidated financial statements.
6
MORTON'S RESTAURANT GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
April 1, 2001 and April 2, 2000
1) The accompanying unaudited, consolidated financial statements have been
prepared in accordance with instructions to Form 10-Q and, therefore, do not
include all information and footnotes normally included in financial
statements prepared in conformity with generally accepted accounting
principles. They should be read in conjunction with the consolidated
financial statements of Morton's Restaurant Group, Inc. (the "Company") for
the fiscal year ended December 31, 2000 filed by the Company on Form 10-K
with the Securities and Exchange Commission on March 30, 2001.
The accompanying financial statements are unaudited and include all
adjustments (consisting of normal recurring adjustments and accruals) that
management considers necessary for a fair presentation of its financial
position and results of operations for the interim periods presented. The
results of operations for the interim periods are not necessarily indicative
of the results that may be expected for the entire year.
The Company uses a fiscal year which consists of 52 weeks. Approximately
every six or seven years, a 53rd week will be added.
2) For the purposes of the consolidated statements of cash flows, the
Company considers all highly liquid instruments purchased with a maturity of
three months or less to be cash equivalents. The Company paid cash interest
and fees, net of amounts capitalized, of approximately $2,007,000 and
$1,207,000, and income taxes of approximately $1,020,000 and $309,000, for
the three months ended April 1, 2001 and April 2, 2000, respectively. During
the first quarter of fiscal 2000, the Company entered into capital lease
arrangements for restaurant equipment of approximately $843,000.
3) Based on a strategic assessment of trends and a downturn in comparable
revenues of Bertolini's Authentic Trattorias, during the fourth quarter of
fiscal 1998, pursuant to the approval of the Board of Directors, the Company
recorded a nonrecurring, pre-tax charge of $19,925,000 representing the
write-down of impaired Bertolini's restaurant assets, the write-down and
accrual of lease exit costs associated with the closure of specified
Bertolini's restaurants as well as the write-off of the residual interests in
Mick's and Peasant restaurants. The Company performed an in-depth analysis of
historical and projected operating results and, as a result of significant
operating losses, identified several nonperforming restaurants which were all
closed in the fiscal 1999. At April 1, 2001 and December 31, 2000, included
in "Accrued expenses" in the accompanying consolidated balance sheets is
approximately $1,934,000 and $2,153,000, respectively, representing the lease
disposition liabilities related to the closing of these nonperforming
restaurants. Additionally, the analysis identified several underperforming
restaurants, which reflected a pattern of historical operating losses and
negative cash flow, as well as continued projected negative cash flow and
operating results for 1999 and 2000. Accordingly, the Company recorded an
impairment charge in the fourth quarter of fiscal 1998 to write-down these
impaired assets and will contemplate their potential closure based upon
future operating results. During 1999 and 2000 three such underperforming
restaurants were closed. (See "Part II - Other Information, Item 1. Legal
Proceedings".)
7
4) The components of comprehensive income for the three months ended April
1, 2001 and April 2, 2000 are as follows:
April 1, April 2,
2001 2000
---------- ----------
(amounts in thousands)
Net income $2,744 $3,051
Other comprehensive income (loss):
Foreign currency translation (163) 7
------ ------
Total comprehensive income $2,581 $3,058
====== ======
5) The Company adopted Statement of Financial Accounting Standards (SFAS)
No. 133, "Accounting for Derivative Instruments and Hedging Activities", as
amended by SFAS 137 and SFAS 138, as of January 1, 2001. SFAS 133 establishes
accounting and reporting standards for derivative instruments, including
certain derivative instruments embedded in other contracts, and for hedging
activities. It requires that an entity recognize all derivatives as either
assets or liabilities in the statement of financial position and measures
those instruments at fair value. The Company's derivative financial
instruments consist of two interest rate swap agreements with notional
amounts of $10,000,000 each. The interest rate swap agreements are designated
as cash flow hedges for purposes of SFAS 133. Based on regression analysis,
the Company has determined that its interest rate swap agreements are highly
effective. The fair values of the Company's interest rate swap agreements were
not material as of January 1, 2001 or for the quarter ended April 1, 2001.
6) The Company is involved in various legal actions. See "Part II - Other
Information, Item 1. Legal Proceedings" on page 14 of this Form 10-Q for a
discussion of these legal actions.
8
MORTON'S RESTAURANT GROUP, INC. AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
RESULTS OF OPERATIONS
Revenues increased $2.7 million, or 4.3%, to $66.3 million for the three
month period ended April 1, 2001, from $63.6 million during the comparable
2000 period. Of the increase in revenues, $6.1 million was attributable to
incremental restaurant revenues from seven new restaurants opened
after January 2, 2000, which was offset by $2.1 million, or -3.3%,
attributable to a reduction in comparable revenues from restaurants open all
of both periods. Revenues for the three Bertolini's restaurants closed during
2000 (see Note 3) declined by $1.3 million compared to the first quarter of
fiscal 2000. Average revenue per restaurant open for a full period
decreased 3.3%. Higher revenues for the first quarter of fiscal 2001 also
reflect the impact of price increases of approximately 1% in February 2000
and May 2000.
Percentage changes in comparable restaurant revenues for the three month
period ended April 1, 2001 versus April 2, 2000 for restaurants open all of
both periods are as follows:
Three Months
Ended April 1, 2001
Percentage Changes
-------------------
Morton's -3.3%
Bertolini's -4.3%
Total -3.3%
The Company believes that first quarter revenues and operating results
were adversely affected by a weakened economic environment, unfavorable
business conditions and reduced business travel. The Company also expects
revenues and operating results to be adversely affected by these factors in
the second quarter of fiscal 2001.
In addition, future results, including the second quarter of fiscal 2001,
will be adversely affected by the investment banking, legal and other costs
associated with the Company's decision to evaluate the full range of
strategic alternatives, including evaluating a potential sale of the Company,
and with the proxy contest initiated by an insurgent stockholder. See "Part
II - Other Information, Item 5. Other Information" on page 14 of this Form
10-Q for further discussion.
Food and beverage costs increased from $21.4 million for the three month
period ended April 2, 2000 to $22.7 million for the three month period ended
April 1, 2001. Due to higher meat purchase costs, these costs as a percentage
of revenues increased from 33.7% for the 2000 period to 34.2% for the 2001
period.
Restaurant operating expenses, which include labor, occupancy and other
operating expenses, increased from $26.4 million for the three month period
ended April 2, 2000 to $27.8 million for the three month period ended April 1,
2001, an increase of $1.5 million associated with additional restaurants.
Those costs as a percentage of revenues increased 0.6% from 41.4% for the
three month period ended April 2, 2000 to 42.0% for the three month period
ended April 1, 2001.
Pre-opening costs, depreciation, amortization and non-cash charges
decreased from $3.1 million for the three month period ended April 2, 2000 to
$2.8 million for the three month period ended April 1, 2001 and decreased as
a percentage of revenues by 0.6%. In accordance with the adoption of SOP
98-5, the Company expenses all costs incurred during start-up activities,
including pre-opening costs, as incurred.
9
Pre-opening costs incurred and recorded as expense for the three month
period ended April 1, 2001 and April 2, 2000 were $0.6 million and $0.8
million, respectively. The timing of restaurant openings, as well as costs
per restaurant, affected the amount of such costs. Included in the first
quarter of fiscal 2000 are charges of approximately $0.5 million related to
the March 2000 disposition of one Bertolini's restaurant not previously
provided for in the fiscal 1998 charge. (See Note 3.) Effective April 3,
2000, the Company changed the estimated useful lives for computer equipment
and software. As a result of such change, the first quarter of 2001 includes
approximately $48,000 of additional depreciation expense.
General and administrative expenses for the three month period ended
April 1, 2001 were $4.9 million, which decreased from $5.1 million for the
three month period ended April 2, 2000. Such costs as a percentage of
revenues decreased from 8.0% for the 2000 period to 7.4% for the 2001 period.
Marketing and promotional expenses were $2.2 million for the three month
period ended April 1, 2001 and $1.9 million for the three month period ended
April 2, 2000. Such costs as a percentage of revenues were 3.3% for the three
month period ended April 1, 2001, an increase of 0.4% from the three month
period ended April 2, 2000.
Interest expense, net of interest income, increased to $2.0 million for
the three month period ended April 1, 2001 from $1.4 million for the three
month period ended April 2, 2000 due to increased borrowings.
Income tax expense of $1.2 million for the three month period ended
April 1, 2001 represents Federal income taxes, which were partially offset
by the establishment of additional deferred tax assets relating to FICA and
other tax credits that were generated during fiscal 2001, as well as state
income taxes.
LIQUIDITY AND CAPITAL RESOURCES
At present and in the past, the Company has had, and may have in the
future, negative working capital balances. The working capital deficit is
produced principally as a result of the Company's investment in long-term
restaurant operating assets and real estate. The Company does not have
significant receivables or inventories and receives trade credit based upon
negotiated terms in purchasing food and supplies. Funds available from cash
sales not immediately needed to pay for food and supplies or to finance
receivables or inventories are used for noncurrent capital expenditures and
or payments of long-term debt balances under revolving credit agreements.
The Company and Fleet National Bank ("Fleet") entered into the Second
Amended and Restated Revolving Credit and Term Loan Agreement, dated June 19,
1995, as amended, from time to time (the "Credit Agreement"), pursuant to
which the Company's credit facility (the "Credit Facility") is $90,000,000.
The Credit Facility consists of a $24,500,000 term loan (the "Term Loan") and
a $65,500,000 revolving credit facility (the "Revolving Credit"). Loans made
pursuant to the Credit Agreement bear interest at a rate equal to the
lender's base rate plus applicable margin or, at the Company's option, the
Eurodollar Rate plus applicable margin. At April 1, 2001, calculated pursuant
to the Credit Agreement, the Company's applicable margin on the Revolving
Credit was 0.25% on base rate loans and 2.25% on Eurodollar Rate loans and
the Company's applicable margin on the Term Loan was 0.50% on base rate loans
and 2.50% on Eurodollar Rate loans. In addition, the Company is obligated to
pay fees of 0.25% on unused loan commitments less than $10,000,000, 0.375% on
unused loan commitments greater than $10,000,000 and a per annum letter of
credit fee (based on the face amount thereof) equal to the applicable margin
on the Eurodollar Rate loans. Fleet has syndicated portions of the Credit
Facility to First Union Corporation, Imperial Bank, J.P. Morgan Chase & Co.
and LaSalle Bank National Association.
As of April 1, 2001 and December 31, 2000, the Company had
outstanding borrowings of $60,375,000 and $64,925,000, respectively, under
the Credit Agreement. At April 1, 2001, $258,000 was
10
restricted for letters of credit issued by the lender on behalf of the
Company. Unrestricted and undrawn funds available to the Company under the
Credit Facility were $29,367,000 and the weighted average interest rate on
all borrowings under the Credit Facility was 7.57% on April 1, 2001.
Quarterly principal installments on the Term Loan of $250,000 will be
due at the end of each calendar quarter from September 30, 2001 through
December 31, 2003; $2,500,000 from March 31, 2004 through December 31, 2004;
and $3,000,000 from March 31, 2005 through December 31, 2005. The Revolving
Credit will be payable in full on December 31, 2005. Total amounts of
principal payable by the Company under the Credit Facility during the five
years subsequent to April 1, 2001 amount to $500,000 in 2001, $1,000,000 in
2002, $1,000,000 in 2003, $10,000,000 in 2004 and $47,875,000 in 2005.
Borrowings under the Credit Agreement have been classified as noncurrent on
the Company's consolidated balance sheet since the Company may borrow amounts
due under the Term Loan from the Revolving Credit, including the Term Loan
principal payments commencing in September 2001.
Borrowings under the Credit Facility are secured by all tangible and
intangible assets of the Company. The Credit Agreement contains, among other
things, certain restrictive covenants with respect to the Company that create
limitations (subject to certain exceptions) on: (i) the incurrence or
existence of additional indebtedness or the granting of liens on assets or
contingent obligations; (ii) the making of certain investments; (iii)
mergers, dispositions of assets or consolidations; (iv) prepayment of certain
other indebtedness; (v) making capital expenditures above specified amounts;
(vi) the repurchase of the Company's outstanding common stock above specified
amounts; and (vii) the ability to make certain fundamental changes or to
change materially the present method of conducting the Company's business.
The Credit Agreement also requires the Company to satisfy certain financial
ratios and tests. As of April 1, 2001, the Company believes it was in
compliance with such covenants.
On April 7, 1998 and May 29, 1998, the Company entered into interest
rate swap agreements with Fleet on notional amounts on $10,000,000 each.
Interest rate swap agreements are used to reduce the potential impact of
interest rate fluctuations relating to $20,000,000 of variable rate debt. The
terms of the agreements are for three years and may be extended for an
additional two years at the option of Fleet. Fleet extended its first option
on April 9, 2001. At April 1, 2001, the Company estimates the fair value of
the agreements to be immaterial to the consolidated financial statements.
In March 1997, a subsidiary of the Company and CNL Financial I, Inc.
("CNL") entered into a $2,500,000 loan agreement (the "CNL Loan") which
matures on April 1, 2007 and has a 10.002% per annum interest rate. Principal
and interest payments will be made over the term of the loan. At April 1,
2001 and December 31, 2000 the outstanding principal balance of the CNL Loan
was approximately $1,783,000 and $1,837,000, respectively, of which
approximately $228,000 and $223,000, respectively, has been included in
"Current portion of obligations to financial institutions and capital leases"
in the accompanying consolidated balance sheets.
During 1999 and 1998, various subsidiaries of the Company and FFCA
Acquisition Corporation ("FFCA") entered into loan commitments, aggregating
$27,000,000, to fund the purchases of land and construction of restaurants.
During 2001, 2000 and 1999, $6,900,000, $1,927,000 and $4,575,000,
respectively, was funded, with the interest rates ranging from 7.68% to 9.26%
per annum. Monthly principal and interest payments have been scheduled over
twenty-year periods. At April 1, 2001 and December 31, 2000 the aggregate
outstanding principal balance due to FFCA was approximately $18,405,000 and
$11,574,000, respectively, of which approximately $421,000 and $282,000,
respectively, of principal is included in "Current portion of obligations to
financial institutions and capital leases" in the accompanying consolidated
balance sheets.
11
During the third quarter of fiscal 1999, the Company entered into
sale-leaseback transactions whereby the Company sold, and leased back,
existing restaurant equipment at 15 of its restaurant locations. Aggregate
proceeds of $6,000,000 were used to reduce the Company's revolving credit
facility. These transactions are being accounted for as financing
arrangements. Recorded in the accompanying consolidated balance sheet as of
April 1, 2001 and December 31, 2000 are such capital lease obligations,
related equipment of $2,810,000 and $3,300,000 respectively, and a deferred
gain of approximately $2,720,000 and $3,173,000, respectively, each of which
are being recognized over the three year lives of such transactions.
During the first three months of fiscal 2001, the Company's net
investment in fixed assets and related investment costs, including
pre-opening costs, offset by mortgage financing of approximately $6.9
million, approximated $3.8 million. The Company estimates that it will expend
up to an aggregate of $20.0 million in 2001 to finance ordinary refurbishment
of existing restaurants and capital expenditures, net of landlord development
and or rent allowances and net of equipment lease and mortgage financing, for
new restaurants. The Company has entered into various equipment lease,
sale-leaseback and mortgage financing agreements with several financial
institutions of which approximately $14.5 million, in the aggregate, is
available for future fundings. The Company anticipates that funds generated
through operations and funds available through equipment lease and mortgage
financing commitments, as well as funds available under the Credit Agreement
will be sufficient to fund planned expansion.
From fiscal October 1998 through fiscal September 2000, the Company's
board of directors authorized repurchases of the Company's outstanding common
stock of up to approximately 2,930,600 shares. As of April 1, 2001, the
Company had repurchased 2,635,090 shares at an average stock price of $17.80.
The Company suspended the stock repurchase program on May 8, 2001.
FORWARD-LOOKING STATEMENTS
This Form 10-Q contains various "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended.
Forward-looking statements, written, oral or otherwise made, represent the
Company's expectation or belief concerning future events. Without limiting
the foregoing, the words "believes," "thinks," "anticipates," "plans,"
"expects," and similar expressions are intended to identify forward-looking
statements. The Company cautions that these statements are further qualified
by important economic and competitive factors that could cause actual results
to differ materially, or otherwise, from those in the forward-looking
statements, including, without limitation, risks of the restaurant industry,
including a highly competitive environment and industry with many
well-established competitors with greater financial and other resources than
the Company, and the impact of changes in consumer tastes, local, regional
and national economic and market conditions, restaurant profitability levels,
expansion plans, demographic trends, traffic patterns, employee availability
and benefits, cost increases, and other risks detailed from time to time in
the Company's periodic earnings releases and reports filed with the
Securities and Exchange Commission. In addition, the Company's ability to
expand is dependent upon various factors, such as the availability of
attractive sites for new restaurants, the ability to negotiate suitable lease
terms, the ability to generate or borrow funds to develop new restaurants and
obtain various government permits and licenses and the recruitment and
training of skilled management and restaurant employees. Accordingly, such
forward-looking statements do not purport to be predictions of future events
or circumstances and therefore there can be no assurance that any
forward-looking statement contained herein will prove to be accurate.
12
Item 3. Quantitative and Qualitative Disclosure about Market Risk
The inherent risk in market risk sensitive instruments and positions
primarily relates to potential losses arising from adverse changes in
foreign currency exchange rates and interest rates.
As of April 1, 2001, the Company operated four international
locations, one in Singapore (opened May 1998), one in Toronto (opened
September 1998), one in Hong Kong (opened December 1999) and one in
Vancouver, Canada (opened October 2000). As a result, the Company is subject
to risk from changes in foreign exchange rates. These changes result in
cumulative translation adjustments which are included in other comprehensive
income. The potential loss resulting from a hypothetical 10% adverse change
in quoted foreign currency exchange rates, as of April 1, 2001, is not
considered material.
The Company is subject to market risk from exposure to changes in
interest rates based on its financing activities. This exposure relates to
borrowings under the Company's Credit Facility which are payable at floating
rates of interest. The Company has entered into interest rate swap agreements
to manage some of its exposure to interest rate fluctuations. The change in
fair value of our long-term debt resulting from a hypothetical 10%
fluctuation in interest rates as of April 1, 2001 is not considered material.
13
MORTON'S RESTAURANT GROUP, INC. AND SUBSIDIARIES
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
During fiscal 1998, the Company identified several under performing
Bertolini's restaurants and authorized a plan for the closure or abandonment
of specified restaurants which have all been closed. The Company is involved
in legal action relating to such closures, however, the Company does not
believe that the ultimate resolution of these actions will have a material
effect beyond that recorded during fiscal 1998.
The Company is involved in other various legal actions incidental to
the normal conduct of its business. Management does not believe that the
ultimate resolution of these actions will have a material adverse effect on
the Company's consolidated financial position, equity, results of
operations, liquidity and capital resources.
Item 4. Submission of Matters to a Vote of Stockholders
No matters were submitted to a vote of stockholders during the quarter
for which this report was filed.
Item 5. Other Information
Pursuant to a notice delivered to the Company during the first
quarter of fiscal 2001, an insurgent stockholder launched a proxy contest to
nominate three individuals for election as directors at the Company's 2001
Annual Meeting of Stockholders. At the Annual Meeting, held May 10, 2001, the
Company's stockholders elected the individuals nominated by the Board of
Directors.
During the second quarter of fiscal 2001, the Company announced that
its Board of Directors had determined to evaluate the full range of strategic
alternatives, including evaluating a potential sale of the Company.
The Company expects future results, including the second quarter of
fiscal 2001, to be adversely affected by the investment banking, legal and
other costs associated with the proxy contest and with evaluating strategic
alternatives.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
10.1 Promissory Note, dated March 27, 2001, among FFCA Acquisition
Corporation and Morton's of Chicago/Great Neck LLC, a subsidiary
of the Registrant.
(b) Reports on Form 8-K.
A report on Form 8-K was filed March 23, 2001 relating to the
Company's Amended and Restated Rights Agreement.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MORTON'S RESTAURANT GROUP, INC.
(Registrant)
Date May 15, 2001 By: /s/ ALLEN J. BERNSTEIN
------------ -------------------------------
Allen J. Bernstein
Chairman of the Board, President
and Chief Executive Officer
Date May 15, 2001 By: /s/ THOMAS J. BALDWIN
------------ --------------------------------
Thomas J. Baldwin
Executive Vice President,
Chief Financial Officer and Director
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INDEX TO EXHIBITS
The following is a list of all exhibits filed as part of this report.
Exhibit
Number Page Document
------ ---- --------
10.1 Promissory Note, dated March 27, 2001, among FFCA
Acquisition Corporation and Morton's of Chicago/Great
Neck LLC, a subsidiary of the Registrant.
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