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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 April 1, 2003 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
April 1, 2003 and December 31, 2002 1
Consolidated Condensed Statements of Income
for the Three Periods Ended April 1, 2003
and March 26, 2002 2
Consolidated Condensed Statements of Cash
Flows for the Three Periods Ended
April 1, 2003 and March 26, 2002 3
Notes to Consolidated Condensed Financial Statements 4-5
Item 2. Management's Discussion and Analysis of Consolidated
Financial Condition and Results of Operations 6-9
Item 3. Quantitative and Qualitative Disclosures About
Market Risk 10
Item 4. Controls and Procedures 11
Part II. Other Information
- ---------------------------
Item 6. Exhibits and Reports on Form 8-K 12
AMERICAN RESTAURANT PARTNERS, L.P.
CONSOLIDATED CONDENSED BALANCE SHEETS
April 1, December 31,
ASSETS 2003 2002
- ---------------------------------------------- ----------- -----------
Current assets:
Cash and cash equivalents $ 208,251 $ 522,098
Investment securities available-for-sale - 190,174
Accounts receivable 333,471 328,356
Due from affiliates 21,804 74,424
Notes receivable from
affiliates - current portion 9,773 11,628
Inventories 418,976 430,542
Prepaid expenses 728,073 626,448
---------- ----------
Total current assets 1,720,348 2,183,670
Net property and equipment 18,216,674 18,704,186
Other assets:
Franchise rights, net 4,708,822 4,748,392
Notes receivable from affiliates 89,254 91,780
Deposit with affiliate 535,000 535,000
Goodwill 2,540,864 2,540,864
Other 764,954 800,374
---------- ----------
8,638,894 8,716,410
---------- ----------
$28,575,916 $29,604,266
========== ==========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIENCY)
- ----------------------------------------------
Current liabilities:
Accounts payable $ 2,007,361 $ 2,383,477
Due to affiliates 15,159 12,434
Accrued payroll and other taxes 1,096,315 738,773
Accrued liabilities 1,070,790 1,244,191
Current maturities of long-term debt 2,865,551 3,062,704
Current portion of capital lease obligations 500,365 560,405
---------- ----------
Total current liabilities 7,555,541 8,001,984
Long-term liabilities less current maturities:
Capital lease obligations 3,380,475 3,454,437
Long-term debt 21,347,684 22,036,387
Other noncurrent liabilities 1,026,128 1,067,792
---------- ----------
Total long-term liabilities 25,754,287 26,558,616
Minority interests in Operating Partnerships 149,702 147,163
Commitments and contingencies - -
Partners' capital (deficiency):
General Partners (7,343) (7,620)
Limited Partners:
Class A Income Preference 5,251,293 5,212,980
Classes B and C (7,480,418) (7,654,589)
Notes receivable employees - sale
of partnership units (570,741) (576,740)
Cost in excess of carrying value
of assets acquired (2,076,405) (2,076,405)
Cumulative comprehensive loss - (1,123)
---------- ----------
Total partners' capital (deficiency) (4,883,614) (5,103,497)
---------- ----------
$28,575,916 $29,604,266
========== ==========
See accompanying notes.
AMERICAN RESTAURANT PARTNERS, L.P.
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
Three Periods Ended
April 1, March 26,
2003 2002
----------- -----------
Net sales $17,290,015 $17,518,696
Operating costs and expenses:
Cost of sales 4,232,295 4,179,371
Restaurant labor and benefits 4,958,780 4,882,395
Advertising 1,079,978 1,108,585
Other restaurant operating
expenses exclusive of
depreciation and amortization 3,260,534 3,069,522
General and administrative:
Management fees - related party 1,071,540 1,086,487
Other 368,178 380,066
Depreciation and amortization 769,357 714,574
---------- ----------
Income from operations 1,549,353 2,097,696
Equity in loss of unconsolidated affiliates (86,208) (84,798)
Interest and other investment income 11,048 5,927
Interest expense (689,434) (748,959)
---------- ----------
(764,594) (827,830)
---------- ----------
Income before minority interest 784,759 1,269,866
Minority interests in income of
Operating Partnerships (9,060) (16,998)
---------- ----------
Net income $ 775,699 $ 1,252,868
========== ==========
Net income allocated to Partners:
Class A Income Preference $ 133,237 $ 237,063
Class B $ 234,317 $ 369,422
Class C $ 408,145 $ 646,383
Weighted average number of Partnership
units outstanding during period:
Class A Income Preference 681,631 696,346
Class B 1,198,749 1,085,138
Class C 2,088,036 1,898,682
Basic and diluted income
before minority interest per
Partnership unit $ 0.20 $ 0.35
Basic and diluted minority interest
per Partnership unit $ 0.00 $ 0.00
Basic and diluted net income
per Partnership unit $ 0.20 $ 0.34
Distributions per Partnership unit $ 0.125 $ 0.100
See accompanying notes.
AMERICAN RESTAURANT PARTNERS, L.P.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
Three Periods Ended
April 1, March 26,
2003 2002
----------- -----------
Cash flows from operating activities:
Net income $ 775,699 $ 1,252,868
Adjustments to reconcile net income
to net cash provided by operating activities:
Depreciation and amortization 769,357 714,574
Equity in loss of unconsolidated affiliates 86,208 84,798
Loss on disposition of assets 4,360 121,535
Gain on sale of investment securities (6,486) -
Minority interest in income of
Operating Partnerships 9,060 16,998
Unit compensation expense 20,612 15,113
Net change in operating assets and liabilities:
Accounts receivable (5,115) 24,508
Due from affiliates 52,620 (22,371)
Inventories 11,566 (41,235)
Prepaid expenses (101,625) (3,140)
Accounts payable (376,116) (804,864)
Due to affiliates 2,725 37,786
Accrued payroll and other taxes 357,542 (216,427)
Accrued liabilities (173,401) (283,537)
Other, net (74,046) 51,662
---------- ----------
Net cash provided by operating activities 1,352,960 948,268
Investing activities:
Investment in unconsolidated affiliates (58,320) (22,676)
Proceeds from sale of investment securities 197,783 -
Additions to property and equipment (206,721) (430,011)
Proceeds from sale and leaseback of property
and equipment - 3,188,044
Collections of notes receivable from affiliates 4,381 3,541
---------- ----------
Net cash provided by (used in)
investing activities (62,877) 2,738,898
Financing activities:
Payments on long-term borrowings (885,856) (3,193,440)
Proceeds from long-term borrowings - 100,250
Principal payments on capital lease obligations (134,002) (171,843)
Distributions to Partners (477,415) (339,418)
Proceeds from issuance of Class B and C units 6,750 -
Repurchase of units (106,886) (79,185)
General Partners' distributions
from Operating Partnerships (5,021) (3,711)
Minority interests' distributions
from Operating Partnerships (1,500) (1,500)
---------- ----------
Net cash used in financing activities (1,603,930) (3,688,847)
---------- ----------
Net decrease in cash and cash equivalents (313,847) (1,681)
Cash and cash equivalents at beginning of period 522,098 1,594,934
---------- ----------
Cash and cash equivalents at end of period $ 208,251 $ 1,593,253
========== ==========
See accompanying notes.
AMERICAN RESTAURANT PARTNERS, L.P.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
Three Periods Ended April 1, 2003 and March 26, 2002
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 31, 2002 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 31, 2002.
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 April 1, 2003, the Partnership declared a quarterly distribution
of $0.125 per unit to all unitholders of record as of April 12,
2003. The distribution is not reflected in the April 1, 2003
consolidated condensed financial statements.
3. Supplemental Cash Flow Information
----------------------------------
Three Periods Ended
4/01/03 3/26/02
--------- ---------
Cash paid for interest $ 798,984 $ 781,451
Noncash investing and financing
activity:
Distributions offset against
notes receivable 19,761 28,037
Reduction of notes receivable
recorded as compensation expense 20,612 15,113
Capital leases entered into as part
of sale-leaseback transactions - 2,039,283
Issuance of units for notes receivable 60,750 -
4. FRANCHISE RIGHTS
----------------
The Partnership entered into a new franchise agreement effective
January 1, 2003 for a period of 30 years. The Partnership has
the option at the expiration of the initial or any subsequent
term of the franchise agreement to renew the franchise granted
thereunder for a renewable term of 20 years, subject to the
approval of the franchisor. Beginning January 1, 2003, the
remaining franchise rights are being amortized over the initial
term of the new franchise agreement of 30 years. Prior to
January 1, 2003, franchise rights were amortized over the 20 year
life of the original franchise agreement. Amortization expense
was $79,484 and $101,946 for the three periods ended April 1,
2003 and March 26, 2002, respectively.
5. COMPREHENSIVE INCOME
--------------------
Comprehensive income is comprised of the following:
Three Periods Ended
4/01/03 3/26/02
--------- ---------
Net income $ 775,699 $1,252,868
Change in unrealized loss on
investments held for sale 1,123 -
--------- ---------
$ 776,822 $1,252,868
========= =========
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
- ---------------------
As of April 1, 2003, the Partnership operated 70 traditional Pizza
Hut red roof restaurants, 16 delivery/carryout units and 2 dualbrand
locations.
Comparison of the Three Periods Ended April 1, 2003
- ---------------------------------------------------
with the Three Periods Ended March 26, 2002
- -------------------------------------------
Net sales for the three periods ended April 1, 2003 were
$17,290,000, which was a $229,000, or 1.3%, decrease from net sales
of $17,519,000 reported for the same three periods of 2002.
Comparable restaurant sales decreased 1.9%. This was not
unexpected, as first quarter comparable restaurant sales in 2002
were 9.1% higher than in the same three periods of the prior year,
primarily 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
Ended
4/01/03 3/26/02
------- -------
Cost of sales 24.5% 23.9%
Restaurant labor and benefits 28.7% 27.9%
Advertising 6.2% 6.3%
Other restaurant operating
expenses exclusive of
depreciation and amortization 18.9% 17.5%
General and administrative:
Management fees 6.2% 6.2%
Other 2.1% 2.2%
Depreciation and amortization 4.4% 4.1%
Income from operations 9.0% 12.0%
Income from operations for the three periods ended
April 1, 2003 decreased $549,000 from $2,098,000 to $1,549,000, a
26.2% decrease from the same three periods of 2002. Cost of sales
as a percentage of net sales increased 60 basis points compared to
the first three periods of the prior year primarily due to promoting
more high-cost products, including Stuffed Crust pizza and Stuffed
Crust GOLD pizza, as well as offering free Cinnamon Sticks with
certain orders. Labor and benefits expense for the quarter
increased 80 basis points over the first quarter of 2002. Labor
efficiencies were realized during the first quarter of 2002 due to
significant sales increases. Other restaurant operating expenses
increased 140 basis points compared to the first three periods of
2002. This increase was primarily due to a 40% increase in property
and liability insurance premiums and a 60% increase in workers'
compensation insurance premiums effective July 1, 2002, along with
an increase in utilities in 2003. Depreciation and amortization
expense increased 30 basis points in the first quarter of 2003
compared to the first quarter of 2002, primarily due to the addition
of new restaurant equipment purchased for three stores opened in
2002.
For the quarter, the Partnership had net income of $776,000, a
$477,000 decrease over the prior year's net income of $1,253,000.
This decrease was primarily due to the decrease in income from
operations noted above which was offset by a $60,000 decrease in
interest expense.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
At April 1, 2003 the Partnership had a working capital deficiency of
$5,835,000 compared to a working capital deficiency of $5,818,000 at
December 31, 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 three periods
ended April 1, 2003, net cash provided by operating activities
amounted to $1,353,000 compared to $948,000 for the three periods
ended March 26, 2002. The decrease in net income of $477,000 in
2003 as compared to 2002 reduced cash flows by a like amount.
Operating cash flows were also significantly affected by the pay
down of operating liabilities, including accounts payable and
accrued liabilities of approximately $189,000, in the first three
periods of 2003 compared to $1,267,000 in the same three periods of
2002. The 2002 reduction resulted from the deferred payment of
certain liabilities in anticipation of sale-leaseback transactions
that occurred in the first quarter of 2002.
INVESTING ACTIVITIES. Capital expenditures for the three periods
ended April 1, 2003 were $207,000, all of which was used for
replacement of equipment in existing restaurants.
FINANCING ACTIVITIES. Cash distributions paid during the three
periods ended April 1, 2003 were $477,000 net of a reduction in
employee notes receivable of $20,000. Distributions amounted to
$.125 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 three periods ended April 1, 2003, the Partnership's
payments on long-term borrowings totaled $886,000. There were no
proceeds from borrowings during the three periods ended April 1,
2003. Management plans to open one new restaurant and one
replacement restaurant during 2003. Development of these
restaurants will be financed through existing lenders. Management
anticipates spending an additional $700,000 during the remainder of
2003 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: 5/14/03 By: /s/Hal W. McCoy
------- ------------------------------------
Hal W. McCoy
Chairman and Chief Executive Officer
Date: 5/14/03 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: 5/14/03 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: 5/14/03 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 April 1, 2003 (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: 5/14/03 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 April 1, 2003 (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: 5/14/03 By: /s/Terry Freund
------- ------------------------------------
Terry Freund
Chief Financial and Accounting Officer