View:

 
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q



(Mark One)
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
         OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 1996

                                       OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
           OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from        to
                              --------   --------

Commission File Number 0-8360

                                   IHOP CORP.
             (Exact name of registrant as specified in its charter)


        Delaware                                   95-3038279
(State or other jurisdiction of                    (I.R.S. Employer
 incorporation or organization)                    Identification No.)


           525 North Brand Boulevard, Glendale, California 91203-1903
              (Address of principal executive offices)  (Zip code)

                                 (818) 240-6055
              (Registrant's telephone number, including area code)

   Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes   X    No
                                               -----      -----

   Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

       Class                           Outstanding as of June 30, 1996
       -----                           -------------------------------
Common Stock, $.01 par value                 9,463,960


 
PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

CONSOLIDATED BALANCE SHEETS        IHOP CORP. AND SUBSIDIARIES
(Unaudited and in thousands, except share amounts)
- --------------------------------------------------------------------------------


June 30, December 31, 1996 1995 -------- ------------ Assets Current assets Cash and cash equivalents $ 3,616 $ 3,860 Receivables 23,438 21,476 Reacquired franchises and equipment held for sale, net 1,588 1,157 Inventories 1,091 792 Prepaid expenses 678 233 -------- -------- Total current assets 30,411 27,518 -------- -------- Long-term receivables 120,216 115,800 Property and equipment, net 96,060 87,795 Reacquired franchises and equipment held for sale, net 8,983 6,553 Excess of costs over net assets acquired, net 13,122 13,336 Other assets 995 1,055 -------- -------- Total assets $269,787 $252,057 ======== ======== Liabilities and Shareholders' Equity Current liabilities Current maturities of long-term debt $ 4,672 $ 4,672 Accounts payable 12,091 15,979 Accrued employee compensation and benefits 2,805 1,562 Other accrued expenses 2,696 2,349 Deferred income taxes 2,240 3,436 Capital lease obligations and other 769 719 -------- -------- Total current liabilities 25,273 28,717 -------- -------- Long-term debt 36,803 30,584 Deferred income taxes 22,299 21,495 Capital lease obligations and other 68,694 62,964 Shareholders' equity Preferred stock, $1 par value, 10,000,000 shares authorized; shares issued and outstanding: no shares - - Common stock, $.01 par value, 40,000,000 shares authorized; shares issued and outstanding: June 30, 1996, 9,463,960 shares; December 31, 1995, 9,375,515 shares 95 94 Additional paid-in capital 48,090 46,363 Retained earnings 68,071 60,640 Contribution to ESOP 462 1,200 -------- -------- Total shareholders' equity 116,718 108,297 -------- -------- Total liabilities and shareholders' equity $269,787 $252,057 ======== ========
See the accompanying notes to the consolidated financial statements. 2 CONSOLIDATED STATEMENTS OF OPERATIONS IHOP CORP. AND SUBSIDIARIES (Unaudited and in thousands, except per share amounts) - --------------------------------------------------------------------------------
Three Months Ended Six Months Ended June 30, June 30, ------------------ ----------------- 1996 1995 1996 1995 -------- ------- ------- ------- Revenues Franchise operations Rent $ 7,190 $ 6,867 $14,373 $13,676 Service fees and other 17,958 15,636 35,326 31,114 ------- ------- ------- ------- 25,148 22,503 49,699 44,790 Company operations 12,983 10,514 24,436 19,732 Other 6,334 7,106 10,622 8,779 ------- ------- ------- ------- Total revenues 44,465 40,123 84,757 73,301 ------- ------- ------- ------- Costs and expenses Franchise operations Rent 3,923 3,718 7,919 7,492 Other direct costs 7,676 6,689 15,108 13,544 ------- ------- ------- ------- 11,599 10,407 23,027 21,036 Company operations 12,225 10,076 22,907 18,898 Field, corporate and administrative 6,181 5,601 12,902 11,298 Depreciation and amortization 1,972 1,745 3,870 3,367 Interest 2,757 2,090 5,389 4,161 Other 2,510 3,485 4,380 4,086 Severance charges - - - 800 ------- ------- ------- ------- Total costs and expenses 37,244 33,404 72,475 63,646 ------- ------- ------- ------- Income before income taxes 7,221 6,719 12,282 9,655 Provision for income taxes 2,852 2,650 4,851 3,810 ------- ------- ------- ------- Net income $ 4,369 $ 4,069 $ 7,431 $ 5,845 ======= ======= ======= ======= Net income per common and common equivalent share $ .46 $ .43 $ .78 $ .62 ======= ======= ======= ======= Weighted average common and common equivalent shares outstanding 9,592 9,502 9,575 9,466 ======= ======= ======= =======
See the accompanying notes to the consolidated financial statements. 3 CONSOLIDATED STATEMENTS OF CASH FLOWS IHOP CORP. AND SUBSIDIARIES (Unaudited and in thousands) - --------------------------------------------------------------------------------
Six Months Ended June 30 , --------------------- 1996 1995 --------- --------- Cash flows from operating activities Net income $ 7,431 $ 5,845 Adjustments to reconcile net income to cash provided by operating activities Depreciation and amortization 3,870 3,367 Deferred taxes 392 1,242 Contribution to ESOP 462 334 Change in current assets and liabilities Accounts receivable (2,287) (1,186) Inventories (299) 71 Prepaid expenses (445) 412 Accounts payable (3,888) (1,755) Accrued employee compensation and 1,243 (297) benefits Other accrued expenses 347 527 Other, net 583 (146) -------- -------- Cash provided by operating activities 7,409 8,414 -------- -------- Cash flows from investing activities Additions to property and equipment (17,779) (16,200) Proceeds from sale and leaseback arrangements 3,791 8,271 Additions to notes, equipment contracts and direct financing leases receivable (2,685) (2,398) Principal receipts from notes, equipment contracts and direct financing leases receivable 3,065 3,061 Additions to reacquired franchises (549) (588) held for sale -------- -------- Cash used by investing activities (14,157) (7,854) -------- -------- Cash flows from financing activities Proceeds from issuance of long-term debt 9,300 3,100 Repayment of long-term debt (3,026) (5,400) Principal payments on capital lease obligations (298) (262) Exercise of stock options 528 1,996 -------- -------- Cash provided (used) by financing activities 6,504 (566) -------- -------- Net change in cash and cash equivalents (244) (6) Cash and cash equivalents at beginning of period 3,860 2,036 -------- -------- Cash and cash equivalents at end of period $ 3,616 $ 2,030 ======== ======== Supplemental disclosures Interest paid, net of capitalized amounts $ 5,238 $ 4,258 Income taxes paid 4,081 1,418 Capital lease obligations incurred 5,966 8,720
See the accompanying notes to the consolidated financial statements. 4 IHOP CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- 1. The accompanying unaudited consolidated financial statements include all adjustments, consisting of normal, recurring accruals, which in the opinion of the management of IHOP Corp. and Subsidiaries ("IHOP" or the "Company") are necessary for a fair presentation of the financial position and the results of operations for the periods presented. The results of operations for the six months ended June 30, 1996, are not necessarily indicative of the results to be expected for the full year ending December 31, 1996. 2. In the first quarter of 1995, the Company recognized severance charges of $800,000 associated with a realignment of responsibilities in its restaurant operations, restaurant development and purchasing functions. The effect of the charges was $484,000, net of income tax benefit, or $.05 per share. 5 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations - --------------------- The following table sets forth certain operating data for IHOP restaurants:
Three Months Six Months Ended June 30, Ended June 30, ----------------------- ----------------------- 1996 1995 1996 1995 ---------- ---------- ---------- ---------- (Dollars in thousands) Restaurant Data Effective restaurants (a) Franchise 496 455 495 453 Company 56 49 54 47 Area license 133 126 132 125 -------- -------- -------- -------- Total 685 630 681 625 ======== ======== ======== ======== System-wide Sales (b) $193,506 $175,914 $382,992 $345,417 Percent increase 10.0% 14.0% 10.9% 13.6% Average sales per effective restaurant $ 282 $ 279 $ 562 $ 553 Percent increase 1.1% 4.9% 1.6% 5.1% Comparable average sales per restaurant (c) $ 290 $ 281 $ 573 $ 552 Percent increase 0.3% 1.7% 0.4% 1.5% Franchise Sales $150,482 $134,227 $297,248 $264,243 Percent increase 12.1% 14.2% 12.5% 14.6% Average sales per effective restaurant $ 303 $ 295 $ 601 $ 583 Percent increase 2.7% 3.9% 3.1% 4.1% Comparable average sales per restaurant (c) $ 298 $ 291 $ 588 $ 571 Percent increase 0.3% 1.9% 0.4% 1.7% Company Sales $ 12,983 $ 10,514 $ 24,436 $ 19,732 Percent change 23.5% (0.1%) 23.8% (6.0%) Average sales per effective restaurant $ 232 $ 215 $ 453 $ 420 Percent change 7.9% 0.0% 7.9% 0.0% Area License Sales $ 30,041 $ 31,173 $ 61,308 $ 61,442 Percent change (3.6%) 18.8% (0.2%) 16.8% Average sales per effective restaurant $ 226 $ 247 $ 464 $ 492 Percent change (8.5%) 10.3% (5.7%) 8.6%
(a) "Effective restaurants" are the number of restaurants in a given fiscal period adjusted to account for restaurants open only a portion of the period. (b) "System-wide sales" are retail sales of franchisees, area licensees and Company-operated restaurants, as reported to the Company. (c) "Comparable average sales" reflects sales for restaurants that are operated for the entire fiscal period in which they are being compared. Comparable average sales do not include data on restaurants located in Florida and Japan. 6 The following table summarizes IHOP's restaurant development and franchising activity:
Three Months Six Months Ended June 30, Ended June 30, ---------------- ---------------- 1996 1995 1996 1995 ------- ------ ------- ------ RESTAURANT DEVELOPMENT ACTIVITY (a) - -------------------------------------- IHOP - beginning of period 685 627 678 620 New openings IHOP-developed 6 8 12 9 Investor program 7 3 9 9 Area license 1 2 2 4 ---- ---- ---- ---- Total new openings 14 13 23 22 Closings Company and franchise (2) (1) (4) (3) Area license - - - - ---- ---- ---- ---- IHOP - end of period 697 639 697 639 ==== ==== ==== ==== Summary - end of period Franchise 507 464 507 464 Company 57 48 57 48 Area license 133 127 133 127 ---- ---- ---- ---- Total IHOP 697 639 697 639 ==== ==== ==== ==== RESTAURANT FRANCHISING ACTIVITY (a) - -------------------------------------- IHOP-developed 7 10 11 10 Investor program 7 3 9 9 Rehabilitated and refranchised - - - - ---- ---- ---- ---- Total restaurants franchised 14 13 20 19 Reacquired by Company (3) (3) (7) (5) Closed (2) - (2) (1) ---- ---- ---- ---- Net addition 9 10 11 13 ==== ==== ==== ==== - ---------------------
(a) The Company reports restaurants in Canada as franchise restaurants although nine of the ten restaurants are operated under an area license agreement. IHOP's quarterly results are subject to seasonal fluctuations. Revenues from sales of franchises are affected by the timing of new restaurant openings and the restaurants in the Company's "inventory" of restaurants available from time to time for franchising; the impact of such factors is usually not evenly distributed throughout the year. As a consequence, the results of operations for the six months ended June 30, 1996, are not necessarily indicative of the results to be expected for the full year ending December 31, 1996. 7 System-wide retail sales for the second quarter and first six months of 1996 increased 10.0% and 10.9%, respectively, over system-wide retail sales for the comparable 1995 periods. This was due to increases in the number of effective restaurants of 8.7% and 9.0% and increases in average per unit revenues of 1.1% and 1.6% over the respective prior year periods. The above increases were mitigated by unfavorable exchange fluctuations in the Japanese yen. If the Japanese sales were excluded from the comparison, system-wide sales would have increased by 12.5% in the second quarter and 12.8% in the first six months of 1996. System-wide comparable average sales per restaurant (exclusive of area license restaurants in Florida and Japan) for the second quarter and first six months of 1996 increased 0.3% and 0.4%, respectively, over those in the comparable 1995 periods. Management continues to pursue sales increases through the Company's restaurant development program, improved marketing efforts, improvements in customer service and operations, and the Company's remodeling program. Franchise operations revenues for the second quarter and first six months of 1996 increased 11.8% and 11.0%, respectively, over revenues for the comparable 1995 periods. This was primarily due to increases in the number of effective franchised units of 9.0% and 9.3% coupled with increases in average per unit revenues of 2.7% and 3.1% for the quarter and the first six months, respectively, over the prior year periods. Franchise operations costs and expenses for the second quarter and first six months of 1996 increased 11.5% and 9.5%, respectively, over costs and expenses for the comparable 1995 periods. As a result of franchise revenues increasing in excess of franchise expenses, the margin from franchise operations improved to 53.9% and 53.7% in the second quarter and first six months of 1996, respectively, versus 53.7% and 53.0% in the comparable 1995 periods. The margin improved primarily because of increasing interest income associated with IHOP's financing of sales of franchises and equipment to its franchisees. Company-operated restaurant revenues for the second quarter and first six months of 1996 increased 23.5% and 23.8%, respectively, over revenues for the comparable 1995 periods. This was primarily due to increases in the number of effective Company-operated restaurants of 14.3% and 14.9%, respectively, and the revenues per effective Company-operated restaurant of 7.9% in both the second quarter and first six months of 1996 over the comparable 1995 periods. Company-operated restaurant costs and expenses for the second quarter and first six months of 1996 increased 21.3% and 21.2%, respectively, over costs and expenses for the comparable 1995 periods. Margin from Company-operated restaurants was 5.8% in the second quarter and 6.3% for the first six months of 1996 versus a margin of 4.2% for both the quarter and the first six months of 1995. The changes in margin were primarily due to decreases in food costs, salaries, wages and rent expense as a percentage of revenues. Other revenues for the second quarter of 1996 decreased 10.9% from other revenues for the second quarter of 1995. Other revenues for the first six months of 1996 increased 21.0% from those in the comparable 1995 period. The primary reason for the decrease in the quarter was a decrease in the sales of franchises and equipment to $4,330,000 in the second quarter of 1996 from $5,587,000 in the comparable 1995 period. The increase in the six months was due to the sales of franchises and equipment increasing to $6,578,000 in the first six months of 1996 from $5,841,000 in the comparable 1995 period and increases in interest income from direct financing leases. The Company franchised 14 and 20 restaurants in the second quarter and first six months of 1996, respectively, compared with 13 and 19 restaurants in the comparable 1995 periods. Revenues from sales of franchises and equipment and their associated costs of sales are 8 affected by the mix and number of restaurants franchised, as follows: (i) restaurants newly developed by IHOP normally franchise for $200,000 to $350,000, have little if any associated franchise cost of sales and have equipment in excess of $300,000 that is sold usually at about breakeven; (ii) restaurants developed by franchisees normally franchise for $50,000, have minor associated franchise cost of sales and do not include an equipment sale; and (iii) previously reacquired franchises normally refranchise for $100,000 to $300,000, include an equipment sale and may have substantial costs of sales associated with both the franchise and the equipment. As noted earlier, sales of franchises and equipment are also affected by the timing of new restaurant openings and the restaurants in the Company's "inventory" of restaurants available from time to time for franchising. Other costs and expenses for the second quarter decreased by 28% from the comparable 1995 period. Other costs and expenses for the first six months of 1996 increased 7.2% from the comparable 1995 period. The decrease was primarily due to lower franchise and equipment cost of sales in the second quarter of 1996 of $2,066,000 versus $2,891,000 in the second quarter of 1995. The increase in the six months was primarily due to higher franchise and equipment cost of sales of $3,296,000 in the first six months of 1996 versus $2,891,000 in the comparable 1995 period. Field, corporate and administrative expenses for the second quarter and first six months of 1996 increased 10.4% and 14.2%, respectively, over the comparable 1995 periods. In general, field, corporate and administrative expenses have been increasing moderately as a result of normal increases in salaries and wages, inflation and increases in headcount due to the increased workloads as the company grows. Field, corporate and administrative expenses were 3.2% and 3.4% of system-wide sales in the second quarter and first six months of 1996, respectively, compared with 3.2% and 3.3%, respectively, in the comparable 1995 periods. Depreciation and amortization expense increased 13.0% and 14.9% in the second quarter and first six months of 1996, respectively, over the comparable 1995 periods primarily due to depreciation and amortization associated with the addition of new, larger restaurants. Interest expense increased 31.9% and 29.5% in the second quarter and first six months of 1996, respectively, over the comparable 1995 periods due primarily to interest associated with increased capital lease obligations. Severance charges of $800,000, or $484,000 net of income tax benefit, or $.05 per share, were recognized in the first quarter of 1995. The charges were associated with a realignment of responsibilities in the Company's restaurant operations, restaurant development and purchasing functions. (See Note 2 to the Consolidated Financial Statements.) Provision for income taxes was 39.5% of income before income taxes in the second quarter and first six months of 1996 and in the comparable 1995 periods. 9 Liquidity and Capital Resources - ------------------------------- The Company invests available funds into its business through the development of additional restaurants and the remodeling of older Company-operated restaurants. In 1996, IHOP and its franchisees and area licensees plan to develop and open approximately 75 to 80 restaurants. Included in that number are the development of 50 to 55 new restaurants by the Company and 25 by IHOP franchisees and area licensees. Capital expenditures budgeted for 1996, which include IHOP's portion of the above development program, are approximately $60 million. In November 1996, the first annual installment of $4.6 million in principal becomes due on the Company's senior notes due 2002. The Company expects that funds from operations, sale and leaseback arrangements (estimated to be about $26 million) and its revolving line of credit will be sufficient to cover its operating requirements and its projected capital expenditures in 1996. At June 30, 1996, $11 million was available to be borrowed under the Company's unsecured bank revolving credit agreement. 10 Part II. OTHER INFORMATION - --------------------------- Item 4. Submission of Matters to a Vote of Security Holders. The annual meeting of shareholders (the "Meeting") was held on May 16, 1996. Shareholders voted in person or by proxy for the following purposes. (a) Shareholders voted to elect three Class II directors, each to serve for a term of three years as follows: Votes Votes Nominee For Withheld ---------------- --------- -------- Michael S. Gordon 7,716,894 17,478 Larry Alan Kay 7,717,894 16,478 Dennis M. Leifheit 7,718,894 15,478 There were no abstentions or broker non-votes. Directors whose terms of office continued after the Meeting included the above three directors and H. Frederick Christie, Frank Edelstein, Neven C. Hulsey, Richard K. Herzer, Caroline W. Nahas and Patrick W. Rose. (b) Shareholders voted to approve and ratify the appointment of Coopers & Lybrand L.L.P. as the Company's independent accountants for the year ending December 31, 1996. 7,711,907 shares were voted for this proposal, 15,244 were voted against, there were 7,221 abstentions and no broker non-votes. Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits. Exhibits not incorporated by reference are filed herewith. The remainder of the exhibits have heretofore been filed with the Commission and are incorporated herein by reference. 3.1 Certificate of Incorporation of IHOP Corp. Exhibit 3.1 to IHOP Corp.'s Form 10-K for the fiscal year ended December 31, 1991, Commission file number 0-8360, (the "1991 Form 10-K") is hereby incorporated by reference. 3.2 Bylaws of IHOP Corp. Exhibit 3.2 to IHOP Corp.'s Registration Statement on Form S-1 No. 33-40431 is hereby incorporated by reference. 11 Statement Regarding Computation of Per Share Earnings. 27 Financial Data Schedule (b) No reports on Form 8-K were filed during the quarter ended June 30, 1996. 11 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. IHOP CORP. ----------------------- (Registrant) July 25, 1996 BY: /s/ Richard K. Herzer - ------------- -------------------------- (Date) Richard K. Herzer Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer) July 25, 1996 BY: /s/ Frederick G. Silny - ------------- -------------------------- (Date) Frederick G. Silny Vice President-Finance and Treasurer (Principal Financial Officer) 12

 
                                  EXHIBIT 11

                          IHOP CORP. AND SUBSIDIARIES
             STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS
                 (Amounts in thousands, except per share data)

Three Months Ended Six Months Ended June 30, June 30, ------------------ ---------------- 1996 1995 1996 1995 -------- ------- ------- ------ NET INCOME PER COMMON SHARE - PRIMARY Weighted average shares outstanding 9,447 9,330 9,421 9,279 Net effect of dilutive stock options based on the treasury stock method using average market price 145 172 149 187 ------ ------ ------ ------ Total 9,592 9,502 9,570 9,466 ====== ====== ====== ====== Net income available to common shareholders $4,369 $4,069 $7,431 5,845 ====== ====== ====== ====== Net income per share - primary $ .46 $ .43 $ .78 $ .62 ====== ====== ====== ====== NET INCOME PER COMMON SHARE - FULLY DILUTED Weighted average shares outstanding 9,447 9,330 9,421 9,279 Net effect of dilutive stock options based on the treasury stock method using the period-end market price, if higher than the average market price 145 176 154 189 ------ ------ ------ ------ Total 9,592 9,506 9,575 9,468 ====== ====== ====== ====== Net income available to common shareholders $4,369 $4,069 $7,431 $4,069 ====== ====== ====== ====== Net income per share - fully diluted $ .46 $ .43 $ .78 $ .62
====== ====== ====== ======
 


 
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS OF IHOP CORP. AND SUBSIDIARIES AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 6-MOS DEC-31-1996 JAN-01-1996 JUN-30-1996 3,616 0 23,438 0 1,091 30,411 96,060 0 269,787 25,273 105,497 0 0 95 116,623 269,787 0 84,757 0 51,323 3,870 0 5,389 12,282 4,851 7,431 0 0 0 7,431 0.78 0.78