SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended September 24, 2002 Commission file number 1-9606
AMERICAN RESTAURANT PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
Delaware 48-1037438
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification)
3020 North Cypress Road, Suite 100
Wichita, Kansas 67226
(Address of principal executive offices) (Zip-Code)
Registrant's telephone number, including area code (316) 634-1190
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 [ ]
AMERICAN RESTAURANT PARTNERS, L.P.
INDEX
Page
Number
------
Part I. Financial Information
---------------------
Item 1. Financial Statements
Consolidated Condensed Balance Sheets at
September 24, 2002 and December 25, 2001 1
Consolidated Condensed Statements of Income
for the Three and Nine Periods Ended
September 24, 2002 and September 25, 2001 2
Consolidated Condensed Statements of Cash
Flows for the Nine Periods Ended
September 24, 2002 and September 25, 2001 3
Notes to Consolidated Condensed Financial Statements 4-6
Item 2. Management's Discussion and Analysis of Consolidated
Financial Condition and Results of Operations 7-10
Item 3. Quantitative and Qualitative Disclosures About
Market Risk 11
Item 4. Controls and Procedures 12
Part II. Other Information
-----------------
Item 6. Exhibits and Reports on Form 8-K 13
AMERICAN RESTAURANT PARTNERS, L.P.
CONSOLIDATED CONDENSED BALANCE SHEETS
September 24, December 25,
ASSETS 2002 2001
- ---------------------------------------------- ------------- ------------
Current assets:
Cash and cash equivalents $ 773,920 $ 1,594,934
Investments available-for-sale,
at fair market value 187,760 -
Accounts receivable 352,460 482,185
Due from affiliates 84,539 64,668
Notes receivable from
affiliates - current portion 13,454 16,173
Inventories 471,124 397,821
Prepaid expenses 553,389 359,592
---------- ----------
Total current assets 2,436,646 2,915,373
Net property and equipment 18,945,802 20,134,758
Other assets:
Franchise rights, net 4,799,109 4,969,167
Notes receivable from affiliates 44,249 53,409
Deposit with affiliate 535,000 485,000
Goodwill 2,540,864 1,967,627
Other 1,149,460 1,193,205
---------- ----------
9,068,682 8,668,408
---------- ----------
$30,451,130 $31,718,539
========== ==========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIENCY)
- ----------------------------------------------
Current liabilities:
Accounts payable $ 2,589,203 $ 3,129,578
Due to affiliates 41,992 52,763
Accrued payroll and other taxes 746,326 981,542
Accrued liabilities 1,303,476 1,404,786
Current maturities of long-term debt 2,960,838 5,406,737
Current portion of capital lease obligations 550,760 596,356
---------- ----------
Total current liabilities 8,192,595 11,571,762
Long-term liabilities less current maturities:
Capital lease obligations 3,599,846 1,995,197
Long-term debt 22,177,847 23,667,180
Other noncurrent liabilities 1,117,458 817,104
---------- ----------
26,895,151 26,479,481
Minority interests in Operating Partnerships 154,888 140,406
Commitments and contingencies - -
Partners' capital (deficiency):
General Partners (7,213) (8,358)
Limited Partners:
Class A Income Preference 5,286,626 5,131,262
Classes B and C (8,206,045) (9,146,027)
Classes B and C units to be issued (see
Note 5) 790,999 -
Notes receivable employees - sale
of partnership units (567,422) (591,344)
Cost in excess of carrying value
of assets acquired (2,076,405) (1,858,643)
Cumulative comprehensive loss (12,044) -
---------- ----------
Total partners' deficiency (4,791,504) (6,473,110)
---------- ----------
$30,451,130 $31,718,539
========== ==========
See accompanying notes.
AMERICAN RESTAURANT PARTNERS, L.P.
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
Three Periods Ended Nine Periods Ended
September 24, September 25, September 24, September 25,
2002 2001 2002 2001
------------- ------------- ------------- -------------
Net sales $16,911,097 $16,012,524 $51,463,660 $47,406,666
Operating costs and expenses:
Cost of sales 4,105,334 4,251,867 12,394,171 12,252,585
Restaurant labor and benefits 4,935,463 4,645,017 14,650,309 13,831,495
Advertising 1,020,787 1,007,064 3,112,409 2,918,974
Other restaurant operating
expenses exclusive of
depreciation and amortization 3,499,517 3,074,711 9,756,299 8,998,516
General and administrative:
Management fees - related party 1,055,400 1,014,854 3,199,440 2,952,967
Other 311,771 287,117 1,158,988 827,985
Depreciation and amortization 787,232 799,795 2,278,047 2,301,420
---------- ---------- ---------- ----------
Income from operations 1,195,593 932,099 4,913,997 3,322,724
Equity in loss of
unconsolidated affiliates (37,869) (32,935) (160,244) (144,393)
Interest income 7,600 6,318 20,459 21,334
Interest expense (704,151) (793,974) (2,139,360) (2,368,209)
Gain on fire settlement - 159,203 - 159,203
---------- ---------- ---------- ----------
Income before minority interest 461,173 270,711 2,634,852 990,659
Minority interests in income of
Operating Partnerships (5,145) (3,153) (34,359) (14,005)
---------- ---------- ---------- ----------
Net income 456,028 267,558 2,600,493 976,654
Other comprehensive loss (12,044) - (12,044) -
---------- ---------- ---------- ----------
Comprehensive income $ 443,984 $ 267,558 $ 2,588,449 $ 976,654
========== ========== ========== ==========
Net income allocated to Partners:
Class A Income Preference $ 84,929 $ 50,392 $ 487,231 $ 184,530
Class B $ 135,027 $ 78,996 $ 768,792 $ 288,148
Class C $ 236,072 $ 138,170 $ 1,344,470 $ 503,976
Weighted average number of Partnership
units outstanding during period:
Class A Income Preference 694,063 697,560 695,308 700,793
Class B 1,190,981 1,093,518 1,126,279 1,094,304
Class C 2,075,089 1,912,648 1,967,252 1,913,958
Basic and diluted income
before minority interest
per Partnership unit $ 0.12 $ 0.07 $ 0.70 $ 0.27
Basic and diluted minority interest
per Partnership unit $ 0.00 $ 0.00 $ 0.01 $ 0.00
Basic and diluted net income
per Partnership unit $ 0.12 $ 0.07 $ 0.69 $ 0.26
Distributions per Partnership interest $ 0.150 $ 0.100 $ 0.410 $ 0.300
See accompanying notes.
AMERICAN RESTAURANT PARTNERS, L.P.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
Nine Periods Ended
September 24, September 25,
2002 2001
------------- -------------
Cash flows from operating activities:
Net income $ 2,600,493 $ 976,654
Adjustments to reconcile net income
to net cash provided by operating activities:
Depreciation and amortization 2,278,047 2,301,420
Equity in loss of unconsoliated affiliates 160,244 144,393
Loss on disposition of assets 127,680 6,036
Minority interest in income of
Operating Partnerships 34,359 14,005
Unit compensation expense 53,462 36,796
Gain on fire settlement - (159,203)
Net change in operating assets and liabilities:
Accounts receivable 135,726 (216,599)
Due from affiliates (19,871) (14,968)
Inventories (73,303) (49,063)
Prepaid expenses (193,797) (65,191)
Deposit with affiliate (50,000) -
Accounts payable (540,375) 1,712,349
Due to affiliates (10,771) (23,049)
Accrued payroll and other taxes (235,216) (262,035)
Accrued liabilities (101,310) 917
Other, net (49,748) (146,850)
---------- ----------
Net cash provided by operating activities 4,115,620 4,255,612
Investing activities:
Investment in unconsolidated affiliates (181,512) (20,000)
Purchase of securities available for sale (199,804) -
Additions to property and equipment (1,764,516) (1,582,022)
Proceeds from sale of property and equipment - 46,100
Proceeds from sale and leaseback of property
and equipment 3,187,202 -
Purchase of franchise rights (15,000) -
Collections of notes receivable from affiliates 11,879 8,644
Net proceeds from fire settlement - 251,613
Other - (84,622)
---------- ----------
Net cash provided by (used in) investing activities 1,038,249 (1,380,287)
Financing activities:
Payments on long-term borrowings (4,782,982) (1,817,619)
Proceeds from long-term borrowings 847,750 523,356
Payments on capital lease obligations (480,230) (417,729)
Distributions to Partners (1,419,229) (1,033,476)
Repurchase of units (130,012) (43,286)
Proceeds from issuance of Class B and C units 9,698 -
General Partners' distributions
from Operating Partnerships (15,378) (11,234)
Minority interests' distributions
from Operating Partnerships (4,500) (4,500)
---------- ----------
Net cash used in financing activities (5,974,883) (2,804,488)
---------- ----------
Net increase (decrease) in cash and cash equivalents (821,014) 70,837
Cash and cash equivalents at beginning of period 1,594,934 788,485
---------- ----------
Cash and cash equivalents at end of period $ 773,920 $ 859,322
========== ==========
See accompanying notes.
AMERICAN RESTAURANT PARTNERS, L.P.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
Nine Periods Ended September 24, 2002 and September 25, 2001
1. General
-------
The accompanying consolidated condensed financial statements include
the accounts of American Restaurant Partners, L.P. and its majority
owned subsidiaries, American Pizza Partners, L.P. (APP), APP
Concepts, LLC and Oklahoma Magic, L.P. (Magic). American Restaurant
Partners, L.P., APP, APP Concepts, LLC and Magic are hereinafter
collectively referred to as the Partnership. All significant
intercompany balances and transactions have been eliminated. The
consolidated condensed financial statements have been prepared
without audit. The Balance Sheet at December 25, 2001 has been
derived from the Partnership's audited financial statements. In the
opinion of management, all adjustments of a normal and recurring
nature which are necessary for a fair presentation of such financial
statements have been included. These statements should be read in
conjunction with the consolidated financial statements and notes
contained in the Partnership's Annual Report filed on Form 10-K for
the fiscal year ended December 25, 2001.
The results of operations for interim periods are not necessarily
indicative of the results for the full year. The Partnership does
not experience significant seasonality but sales continue to be
largely driven through advertising and promotion.
2. Subsequent Events
-----------------
On October 1, 2002 the Partnership declared a quarterly distribution
of $0.10 per unit, and an additional cash distribution of $0.05 per
unit, for a total of $0.15 per unit to all unitholders of record as
of October 12, 2002. The distribution is not reflected in the
September 24, 2002 consolidated condensed financial statements.
3. Supplemental Cash Flow Information
----------------------------------
Nine Periods Ended
9/24/02 9/25/01
---------- ----------
Cash paid for interest $2,139,531 $2,335,820
Noncash investing and financing
activity:
Distributions offset against
notes receivable 103,206 78,678
Reduction of notes receivable
recorded as compensation expense 53,462 36,796
Capital leases entered into as part
of sale-leaseback transactions 2,039,283 -
Equipment acquired through capital
lease - 202,573
Issuance of units for notes receivable 147,277 -
Partnership units to be issued as
contingent consideration in purchase
of Magic 790,999 -
4. Goodwill
--------
Statement of Financial Accounting Standards (SFAS) 142, Goodwill and
Intangible Assets, was issued in June 2001 and adopted by the
Partnership on December 26, 2001. SFAS 142 provides that goodwill
is no longer amortized effective December 26, 2001, but is instead
reviewed for impairment at least annually and whenever there is an
impairment indicator. The Partnership has completed its
transitional fair value based impairment test of goodwill, which
indicated the value of goodwill is not impaired at December 26,
2001, and as a result, no impairment loss was recognized. Goodwill
amortization for the three and nine periods ended September 25, 2001 was
approximately $21,000 and $64,000, respectively. Net income for the
three and nine periods ended September 25, 2001, adjusted to exclude
goodwill amortization, would have been approximately $289,000 and
$1,041,000, respectively.
5. Contingency
-----------
On July 26, 2000, APP purchased 39% of Magic from Restaurant
Management Company of Wichita, Inc. (RMC) for $2,500,000 cash and
contingent consideration of 233,333 Class B and Class C Partnership
Units. The contingent consideration was to become due in the event
that Magic's cash flow (determined on a 12 month trailing basis)
exceeded $2.6 million at any time between January 1, 2001 and
December 31, 2005. Magic's cash flow exceeded $2.6 million for the
twelve months ended September 24, 2002. As a result, on October 10,
2002, the Partnership issued RMC a total of 233,333 Class B and C Units
as payment of the remaining balance. The 233,333 units were valued at
$3.39 per unit, which was the unit value at September 24, 2002.
RMC is considered a related party in that one individual has
controlling interest in both RMC and the Partnership's general
partner. To the extent that the Partnership and RMC had common
ownership, the original transaction was recorded at RMC's historical
cost. The contingent consideration was recorded in a manner
consistent with the original transaction. The Partnership recorded
an increase in limited partners capital of $790,999, which
represents the value of the units issued, goodwill of $573,237 and
cost in excess of carrying value of assets acquired of $217,762.
This transaction is reflected in the consolidated condensed
financial statements at September 24, 2002.
For earnings per Partnership unit calculations, the contingent units
were considered outstanding for the entire quarter ended September 24,
2002.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
CONSOLIDATED FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
- ---------------------
As of September 24, 2002, the Partnership operated 70 traditional
Pizza Hut red roof restaurants, 16 delivery/carryout units and 2
dualbrand locations.
Comparison of the Three and Nine Periods Ended September 24, 2002
- -----------------------------------------------------------------
with the Three and Nine Periods Ended September 25, 2001
- --------------------------------------------------------
Net sales for the three periods ended September 24, 2002 were
$16,911,000, which was an $898,000, or 5.6%, increase over net sales
of $16,013,000 reported for the same three periods of 2001. For the
year-to-date, net sales increased $4,057,000, or 8.6% over the prior
year. Comparable restaurant sales increased 3.7% for the quarter
and 5.4% for the year-to-date. The sales increase was primarily
attributable to a price increase the Partnership implemented at the
end of the third quarter of 2001. The year-to-date sales increase
was also due to the successful introduction of a new product,
P'ZONE, in the first quarter of 2002.
Results of Operations
as a Percentage of Sales:
Three Periods Nine Periods
Ended Ended
9/24/02 9/25/01 9/24/02 9/25/01
------- ------- ------- -------
Cost of sales 24.3% 26.6% 24.1% 25.8%
Restaurant labor and benefits 29.2% 29.0% 28.5% 29.2%
Advertising 6.0% 6.3% 6.1% 6.2%
Other restaurant operating
expenses exclusive of
depreciation and amortization 20.7% 19.2% 19.0% 19.0%
General and administrative:
Management fees 6.2% 6.3% 6.2% 6.2%
Other 1.8% 1.8% 2.3% 1.7%
Depreciation and amortization 4.7% 5.0% 4.4% 4.9%
Income from operations 7.1% 5.8% 9.5% 7.0%
Income from operations for the three periods ended
September 24, 2002 increased $264,000 from $932,000 to $1,196,000, a
28.3% increase from the same three periods of 2001. Year-to-date
income from operations increased $1,591,000, or 47.9%, from
$3,323,000 to $4,914,000.
Cost of sales as a percentage of net sales decreased 230 and 170
basis points for the quarter and year-to-date, respectively. This
decrease was primarily due to 24% and 14% decreases in cheese costs
during the third quarter and year-to-date, respectively. The year-
to-date decrease was also due to a decrease in the cost of meat
toppings as well as the effect of the price increase the Partnership
implemented at the end of the third quarter of 2001.
Labor and benefits expense for the quarter increased 20 basis points
but decreased 70 basis points year-to-date. The increase for the
quarter was primarily attributable to pre-opening labor costs of
approximately $54,000 for a new store that opened in the fourth
quarter of 2002. The year-to-date decrease was primarily due to
efficiencies gained at higher sales levels.
Other restaurant operating expenses increased 150 basis points for
the quarter but remained at 19.0% of sales year-to-date. The
increase for the quarter was primarily due to a change in the timing
of vendor credits received by the Partnership. In 2001, vendor
credits totaling approximately $216,000 were received in the third
quarter. In 2002, the Partnership received approximately $150,000
of these vendor credits in the first quarter and approximately
$73,000 in the third quarter. The increase for the quarter is also
due to a 40% increase in property and liability insurance premiums
and a 60% increase in workers' compensation insurance premiums
effective July 1, 2002.
Other general and administrative expense remained at 1.8% of sales
for the quarter, but increased 60 basis points year-to-date. The
year-to-date increase was primarily due to increased management
bonuses paid in 2002 resulting from increased cash flow results.
Depreciation and amortization expense decreased 30 and 50 basis
points for the quarter and year-to-date, respectively, as a result
of no longer amortizing goodwill in 2002 in accordance with
Statement of Financial Accounting Standards (SFAS) 142 (see Note 4
in Notes to Consolidated Condensed Financial Statements).
For the quarter, the Partnership had net income of $456,000, a
$188,000 increase over the prior year's net income of $268,000.
This increase was primarily due to the increase in income from
operations noted above and a $90,000 decrease in interest expense
offset by the prior year's gain on fire settlement of $159,000.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
At September 24, 2002 the Partnership had a working capital
deficiency of $5,756,000 compared to a working capital deficiency of
$8,656,000 at December 25, 2001. This decrease in working capital
deficiency is primarily attributable to a $2,446,000 decrease in the
current portion of long-term debt resulting from sale-leaseback
transactions on eight real estate properties in January 2002. The
Partnership routinely operates with a negative working capital
position which is common in the restaurant industry and which
results from the cash sales nature of the restaurant business and
payment terms with vendors.
The Partnership generates its principal source of funds from net
cash provided by operating activities. Management believes net cash
provided by operating activities and various other sources of income
will provide sufficient funds to meet planned capital expenditures
for recurring replacement of equipment in existing restaurants and
to service debt obligations.
NET CASH PROVIDED BY OPERATING ACTIVITIES. For the nine periods
ended September 24, 2002, net cash provided by operating activities
amounted to $4,116,000 compared to $4,256,000 for the nine periods
ended September 25, 2001. This decrease was primarily the result of
net income of $2,600,000 which was used to pay down accounts payable
and accrued liabilities, as well as higher prepaid expenses due to
increased property and liability insurance and workers' compensation
insurance premiums.
INVESTING ACTIVITIES. Capital expenditures for the nine periods
ended September 24, 2002 were $1,765,000 of which $911,000 was for
construction of new restaurants. The remainder was for replacement
of equipment in existing restaurants. The Partnership completed
sale-leaseback transactions for the real estate of eight of its
properties which generated funds of $3,187,000.
FINANCING ACTIVITIES. Cash distributions paid during the nine
periods ended September 24, 2002 were $1,419,000 net of a reduction
in employee notes receivable of $103,000. Distributions amounted to
$.41 per unit. The Partnership's distribution objective, generally,
is to distribute all operating revenues less operating expenses
(excluding noncash items such as depreciation and amortization),
capital expenditures for existing restaurants, interest and
principal payments on Partnership debt, and such cash reserves as
the managing General Partner may deem appropriate.
During the nine periods ended September 24, 2002, the Partnership's
payments on long-term borrowings totaled $4,783,000, the majority of
which were funded through proceeds from sale-leaseback transactions.
Proceeds from borrowings amounted to $848,000 during the nine
periods ended September 24, 2002. The Partnership opened one new
delivery/carryout restaurant in the Oklahoma City, Oklahoma area
during the first quarter of 2002. This unit is leased from an
unrelated third party. The Partnership also opened one new
traditional Pizza Hut red roof restaurant and closed one
delivery/carryout unit in the fourth quarter of 2002, both in the
Oklahoma City, Oklahoma area. The Partnership owns the land for the
new restaurant, and the Partnership spent approximately $920,000 for
the building and equipment at this location. Management plans to
relocate one restaurant during the fourth quarter of 2002 due to a
lease expiration. The new location will also be leased from an
unrelated third party. Management anticipates the cost of
developing this location at approximately $330,000. Development of
the restaurants will be financed through existing lenders.
Management anticipates spending an additional $200,000 during the
remainder of 2002 for recurring replacement of equipment in existing
restaurants which will be financed from net cash provided by
operating activities. The actual level of capital expenditures may
be higher in the event of unforeseen breakdowns of equipment or
lower in the event of inadequate net cash flow from operating
activities.
OTHER MATTERS
- -------------
The Partnership delisted from the American Stock Exchange effective
November 13, 1997 and limited trading of its units. As a result,
the Partnership will continue to be taxed as a partnership rather
than being taxed as a corporation. The Partnership does offer a
Qualified Matching Service, whereby the Partnership will match
persons desiring to buy units with persons desiring to sell units.
EFFECTS OF INFLATION AND FUTURE OUTLOOK
- ---------------------------------------
Inflationary factors such as increases in food and labor costs
directly affect the Partnership's operations. Because most of the
Partnership's employees are paid on an hourly basis, changes in
rates related to federal and state minimum wage and tip credit laws
will affect the Partnership's labor costs. The Partnership cannot
always effect immediate price increases to offset higher costs and
no assurance can be given the Partnership will be able to do so in
the future.
The Partnership's property and liability insurance and workers'
compensation insurance policies renew annually on July 1. Effective
July 1, 2002, the Partnership's property and liability insurance
premiums increased 40% and its workers' compensation premiums
increased 60%. The Partnership has implemented a renewed focus on
risk management in order to mitigate these premium increases.
This report contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act, and Section 21E of the
Exchange Act which are intended to be covered by the safe harbors
created thereby. Although the Partnership believes that the
assumptions underlying the forward-looking statements contained
herein are reasonable, any of the assumptions could be inaccurate,
and therefore, there can be no assurance that the forward-looking
statements included in this report will prove to be accurate.
Factors that could cause actual results to differ from the results
discussed in the forward-looking statements include, but are not
limited to, consumer demand and market acceptance risk, the effect
of economic conditions, including interest rate fluctuations, the
impact of competing restaurants and concepts, the cost of
commodities and other food products, labor shortages and costs and
other risks detailed in the Partnership's Securities and Exchange
Commission filings.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Partnership's earnings are affected by changes in interest rates
primarily from its long-term debt arrangements. Under its current
policies, the Partnership does not use interest rate derivative
instruments to manage exposure to interest rate changes. Due to the
small amount of debt at variable interest rates, a hypothetical 100
basis point adverse move (increase) in interest rates along the
entire interest rate yield curve would not have a material effect on
either the Partnership's interest expense or net income over the
term of the related debt. This was determined by considering the
impact of the hypothetical interest rates on the Partnership's
borrowing cost. These analyses do not consider the effects of the
reduced level of overall economic activity that could exist in such
an environment.
ITEM 4. CONTROLS AND PROCEDURES
Within the 90 day period prior to the filing date of this Quarterly
Report on Form 10-Q, the Partnership, under the supervision and with
the participation of its Management, including its Chief Executive
Officer and Chief Financial and Accounting Officer, performed an
evaluation of the Partnership's disclosure controls and procedures,
as contemplated by Rule 13a-15 under the Securities Exchange Act of
1934, as amended. Based on that evaluation, the Partnership's
Chief Executive Officer and Chief Financial and Accounting Officer
concluded that such disclosure controls and procedures are effective
to ensure that material information relating to the Partnership is
made known to them, particularly during the period for which the
periodic reports are being prepared.
No significant changes were made in the Partnership's internal
controls or in other factors that could significantly affect these
controls subsequent to the date of the evaluation performed pursuant
to Rule 13a-15 under the Securities Exchange Act of 1934, as
amended, referred to above.
PART II. OTHER INFORMATION
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
None
(b) Reports on Form 8-K
During the fiscal period covered by this Form 10-Q, no
reports on Form 8-K were filed.
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.
AMERICAN RESTAURANT PARTNERS, L.P.
(Registrant)
By: RMC AMERICAN MANAGEMENT, INC.
Managing General Partner
Date: 11/08/02 By: /s/Hal W. McCoy
-------- --------------------------------------
Hal W. McCoy
Chairman and Chief Executive Officer
Date: 11/08/02 By: /s/Terry Freund
-------- --------------------------------------
Terry Freund
Chief Financial and Accounting Officer
CERTIFICATIONS
I, Hal W. McCoy, Chairman and Chief Executive Officer of American
Restaurant Partners, L.P., certify that:
1. I have reviewed this quarterly report on Form 10-Q of American
Restaurant Partners, L.P.;
2. Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not
misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
present in all material respects the financial condition,
results of operations and cash flows of the registrant as of,
and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
for the registrant and we have:
a. designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and
c. presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures
based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's
auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent function):
a. all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and
report financial data and have identified for the
registrant's auditors any material weaknesses in internal
controls; and
b. any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated
in this quarterly report whether or not there were significant
changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of
our most recent evaluation, including any corrective actions
with regard to significant deficiencies and material weaknesses.
Date: 11/08/02 By: /s/Hal W. McCoy
-------- --------------------------------------
Hal W. McCoy
Chairman and Chief Executive Officer
CERTIFICATIONS
I, Terry Freund, Chief Financial and Accounting Officer of American
Restaurant Partners, L.P., certify that:
1. I have reviewed this quarterly report on Form 10-Q of American
Restaurant Partners, L.P.;
2. Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not
misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
present in all material respects the financial condition,
results of operations and cash flows of the registrant as of,
and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
for the registrant and we have:
a. designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and
c. presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures
based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's
auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent function):
a. all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and
report financial data and have identified for the
registrant's auditors any material weaknesses in internal
controls; and
b. any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated
in this quarterly report whether or not there were significant
changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of
our most recent evaluation, including any corrective actions
with regard to significant deficiencies and material weaknesses.
Date: 11/08/02 By: /s/Terry Freund
-------- --------------------------------------
Terry Freund
Chief Financial and Accounting Officer
CERTIFICATION PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
I, Hal W. McCoy, Chairman and Chief Executive Officer of American
Restaurant Parnters, L.P. (the "Partnership"), certify, pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350
that:
1. the Quarterly Report on Form 10-Q of the Partnership for the
quarterly period ended September 24, 2002 (the "Report") fully
complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d));
and
2. the information contained in the Report fairly presents, in
all material respects, the financial condition and results of
the operations of the Partnership.
AMERICAN RESTAURANT PARTNERS, L.P.
(Registrant)
By: RMC AMERICAN MANAGEMENT, INC.
Managing General Partner
Date: 11/08/02 By: /s/Hal W. McCoy
-------- --------------------------------------
Hal W. McCoy
Chairman and Chief Executive Officer
CERTIFICATION PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
I, Terry Freund, Chief Financial and Accounting Officer of American
Restaurant Parnters, L.P. (the "Partnership"), certify, pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350
that:
1. the Quarterly Report on Form 10-Q of the Partnership for the
quarterly period ended September 24, 2002 (the "Report") fully
complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d));
and
2. the information contained in the Report fairly presents, in
all material respects, the financial condition and results of
the operations of the Partnership.
AMERICAN RESTAURANT PARTNERS, L.P.
(Registrant)
By: RMC AMERICAN MANAGEMENT, INC.
Managing General Partner
Date: 11/08/02 By: /s/Terry Freund
-------- --------------------------------------
Terry Freund
Chief Financial and Accounting Officer