<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
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 March 27, 2000
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 333-04261
AmeriKing, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction
of incorporation or organization)
2215 Enterprise Drive, Suite 1502
Westchester, Illinois
(Address of principal executive offices)
36-3970707
(I.R.S. employer
identification no.)
60154
(Zip code)
Registrant's telephone number, including area code 708-947-2150
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
The number of shares outstanding of each of the registrant's classes of
common stock as of May 4, 2000 was 902,992 of common stock, $.01 par value per
Share (the "Common Stock").
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<C> <S> <C>
PART I
Item 1. Financial Statements........................................ 2
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of
Operations.................................................. 8
Item 3. Quantitative and Qualitative Disclosures About Market Risk.. 9
PART II
Item 6. Exhibits, and Reports on Form 8-K........................... 10
</TABLE>
<PAGE>
PART I
Certain statements in this Form 10-Q may constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Such forward-looking statements involve known and unknown risks,
uncertainties, and other factors which may cause our actual results,
performance, or achievements to be materially different from any future
results, performance, or achievements expressed or implied by such forward-
looking statements. Such factors include, among others, the following: general
economic and business conditions; competition; success of operating
initiatives; development and operating costs; advertising and promotional
efforts; brand awareness; adverse publicity; acceptance of new product
offerings; availability, locations, and terms of sites for store development;
changes in business strategy or development plans; quality of management;
availability, terms, and deployment of capital; business abilities and
judgment of personnel; availability of qualified personnel; food, labor, and
employee benefit costs; changes in, or the failure to comply with,
governmental regulations; regional weather conditions; construction schedules;
and other factors referenced in this Form 10-Q.
<PAGE>
Item 1. Financial Statements and Supplementary Data
INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS
OF AMERIKING, INC. AND SUBSIDIARY
<TABLE>
<CAPTION>
Page
----
<S> <C>
Consolidated Balance Sheets as of March 27, 2000 and December 27, 1999 .. 3
Consolidated Statements of Operations for the quarters ended March 27,
2000 and March 29, 1999................................................. 4
Consolidated Statements of Stockholders' Equity (Deficit) for the quarter
ended March 27, 2000 and the fiscal years ended December 27, 1999 and
December 28, 1998....................................................... 5
Consolidated Statements of Cash Flows for the quarters ended March 27,
2000 and March 29, 1999................................................. 6
Notes to Consolidated Financial Statements............................... 7
</TABLE>
2
<PAGE>
AMERIKING, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
March 27, 2000 and December 27, 1999
<TABLE>
<CAPTION>
March 27,
2000 December 27,
(unaudited) 1999
------------ ------------
ASSETS
------
<S> <C> <C>
Current assets:
Cash and cash equivalents......................... $ 20,619,000 $ 14,754,000
Accounts receivable............................... 4,201,000 3,810,000
Inventories....................................... 3,509,000 5,200,000
Prepaid expenses.................................. 960,000 1,089,000
Current portion of deferred income taxes.......... 1,414,000 81,000
------------ ------------
Total current assets............................ 30,703,000 24,934,000
Property and equipment.............................. 76,963,000 75,888,000
Goodwill............................................ 171,844,000 170,917,000
Deferred income taxes............................... 205,000 205,000
Other assets:
Deferred financing costs.......................... 5,579,000 5,816,000
Franchise agreements.............................. 7,699,000 7,379,000
Other long-term assets............................ 265,000 154,000
------------ ------------
Total other assets.............................. 13,543,000 13,349,000
------------ ------------
Total............................................... $293,258,000 $285,293,000
============ ============
<CAPTION>
LIABILITIES, SENIOR PREFERRED STOCK
AND STOCKHOLDERS' EQUITY (DEFICIT)
-----------------------------------
<S> <C> <C>
Current liabilities:
Accounts payable and other accrued expenses....... $ 16,238,000 $ 18,473,000
Accrued payroll and related expenses.............. 6,650,000 8,903,000
Accrued taxes payable............................. 3,545,000 4,580,000
Note payable...................................... 255,000 255,000
Current portion of long-term debt................. 848,000 828,000
------------ ------------
Total current liabilities....................... 27,536,000 33,039,000
Long-term debt--Less current portion................ 226,006,000 220,251,000
Other long-term liabilities......................... 10,771,000 1,028,000
------------ ------------
Total liabilities............................... 264,313,000 254,318,000
Commitments and contingencies
Senior preferred stock.............................. 45,861,000 44,418,000
Stockholders' equity (deficit):
Preferred stock................................... 75 75
Common stock...................................... 9,030 9,030
Accumulated deficit............................... (16,925,105) (13,452,105)
------------ ------------
Total stockholders' equity (deficit)............ (16,916,000) (13,443,000)
------------ ------------
Total............................................... $293,258,000 $285,293,000
============ ============
</TABLE>
See notes to consolidated financial statements.
3
<PAGE>
AMERIKING, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Quarters Ended March 27, 2000 and March 29, 1999
(unaudited)
<TABLE>
<CAPTION>
December 28, December
1999 to 29, 1998 to
March 27, % of March 29, % of
2000 Sales 1999 Sales
------------ ----- ----------- -----
<S> <C> <C> <C> <C>
Sales
Restaurant food sales............. $ 89,681,000 96.8 % $81,507,000 97.6 %
Non-food sales.................... 2,979,000 3.2 2,042,000 2.4
------------ ----- ----------- -----
Total sales..................... 92,660,000 100.0 83,549,000 100.0
Restaurant operating expenses:
Cost of food sales................ 26,553,000 28.7 24,420,000 29.2
Cost of non-food sales............ 2,608,000 2.8 1,624,000 1.9
Restaurant labor and related
costs............................ 25,315,000 27.3 22,715,000 27.2
Occupancy......................... 9,881,000 10.7 9,085,000 10.9
Depreciation and amortization of
goodwill and franchise
agreements....................... 4,101,000 4.4 3,489,000 4.2
Advertising....................... 4,998,000 5.4 4,243,000 5.1
Royalties......................... 3,139,000 3.4 2,853,000 3.4
Other restaurant operating
expenses......................... 9,108,000 9.8 6,973,000 8.4
------------ ----- ----------- -----
Total restaurant operating
expenses....................... 85,703,000 92.5 75,402,000 90.2
General and administrative expenses. 4,200,000 4.5 4,026,000 4.9
Other operating expenses:
Depreciation expense-office....... 251,000 0.3 264,000 0.3
(Gain)/loss on disposal of fixed
assets........................... 5,000 0.0 (76,000) (0.1)
Management and directors' fees.... 163,000 0.2 162,000 0.2
------------ ----- ----------- -----
Total other operating expenses.. 419,000 0.5 350,000 0.4
------------ ----- ----------- -----
Operating income.................... 2,338,000 2.5 3,771,000 4.6
Other income (expense):
Interest expense.................. (5,499,000) (5.9) (4,502,000) (5.4)
Amortization of deferred costs.... (215,000) (0.2) (269,000) (0.3)
Other income (expense)--net ...... 43,000 0.0 142,000 0.2
------------ ----- ----------- -----
Total other expense............. (5,671,000) (6.1) (4,629,000) (5.5)
------------ ----- ----------- -----
Loss before income tax benefit...... (3,333,000) (3.6) (858,000) (1.0)
Income tax benefit.................. (1,333,000) (1.4) (257,000) (0.3)
------------ ----- ----------- -----
Net loss............................ (2,000,000) (2.2)% (601,000) (0.7)%
Preferred stock dividends
(cumulative, undeclared)........... (152,000) (143,000)
Senior preferred stock dividends.... (1,443,000) (1,267,000)
Amortization of senior preferred
stock issuance costs............... (30,000) (30,000)
------------ -----------
Loss available to common
stockholders....................... $ (3,625,000) $(2,041,000)
------------ -----------
Weighted average number of shares
outstanding--basic and diluted..... 902,992 902,992
------------ -----------
Net loss per common share--basic and
diluted............................ $ (4.01) $ (2.26)
============ ===========
</TABLE>
See notes to consolidated financial statements.
4
<PAGE>
AMERIKING, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
For the Quarter Ended March 27, 2000 and the Fiscal Years Ended December 27,
1999
and December 28, 1998
<TABLE>
<CAPTION>
Additional Retained
Preferred Common Paid-In Earnings
Stock Stock Capital (Deficit) Total
--------- ------ ----------- ------------ ------------
<S> <C> <C> <C> <C> <C>
BALANCE--December 29,
1997................... $75 $9,030 $ 3,037,895 $ (8,888,000) $ (5,841,000)
Dividends on senior
preferred stock...... (2,927,895) (1,750,105) (4,678,000)
Amortization of senior
preferred stock
issuance costs....... (110,000) (110,000)
Net income............ 1,813,000 1,813,000
--- ------ ----------- ------------ ------------
BALANCE--December 28,
1998................... 75 9,030 -- (8,825,105) (8,816,000)
Dividends on senior
preferred stock...... (5,325,000) (5,325,000)
Amortization of senior
preferred stock
issuance costs....... (119,000) (119,000)
Net income............ 817,000 817,000
--- ------ ----------- ------------ ------------
BALANCE--December 27,
1999................... 75 9,030 -- (13,452,105) (13,443,000)
Dividends on senior
preferred stock...... (1,443,000) (1,443,000)
Amortization of senior
preferred stock
issuance costs....... (30,000) (30,000)
Net loss.............. (2,000,000) (2,000,000)
--- ------ ----------- ------------ ------------
BALANCE--March 27, 2000. $75 $9,030 $ -- $(16,925,105) $(16,916,000)
=== ====== =========== ============ ============
</TABLE>
See notes to consolidated financial statements.
5
<PAGE>
AMERIKING, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Quarters Ended March 27, 2000 and March 29, 1999
(unaudited)
<TABLE>
<CAPTION>
December December 29,
28, 1999 to 1998 to
March 27, March 29,
2000 1999
----------- ------------
<S> <C> <C>
Cash flows from operating activities:
Net loss............................................ $(2,000,000) $ (601,000)
Adjustments to reconcile net loss to net cash
flows from operating activities:
Depreciation and amortization..................... 4,567,000 4,022,000
Deferred income taxes............................. (1,333,000) --
(Gain) loss on disposal of fixed assets........... 5,000 (76,000)
Changes in:
Accounts receivable............................. (391,000) 841,000
Inventories..................................... 1,691,000 (449,000)
Prepaid expenses................................ 6,000 42,000
Vendor incentives............................... 9,912,000 --
Accounts payable, accrued expenses and other
long-term liabilities.......................... (5,691,000) 2,020,000
----------- ------------
Net cash flows from operating activities...... 6,766,000 5,799,000
Cash flows from investing activities:
Purchase of restaurant franchise agreements,
equipment and goodwill........................... (3,602,000) (38,223,000)
Cash paid for franchise agreements................ (429,000) (122,000)
Cash paid for property and equipment.............. (2,645,000) (2,588,000)
----------- ------------
Net cash flows from investing activities...... (6,676,000) (40,933,000)
Cash flows from financing activities:
Advances under line of credit..................... 5,975,000 39,773,000
Cash paid for financing costs..................... -- 33,000
Payments on short-term debt....................... -- (2,157,000)
Payments on long-term debt........................ (200,000) (182,000)
----------- ------------
Net cash flows from financing activities...... 5,775,000 37,467,000
----------- ------------
Net change in cash and cash equivalents............. 5,865,000 2,333,000
Cash and cash equivalents--beginning of quarter..... 14,754,000 10,591,000
----------- ------------
Cash and cash equivalents--end of quarter........... $20,619,000 $ 12,924,000
=========== ============
Supplemental disclosures of cash flow information:
Cash paid during the quarter for interest......... $ 2,724,000 $ 2,069,000
=========== ============
Cash paid during the quarter for income taxes..... $ 129,000 $ 27,000
=========== ============
Supplemental disclosure of noncash investing and
financing activities:
Senior preferred stock dividends.................. $ 1,443,000 $ 1,267,000
Amortization of senior preferred stock issuance
costs............................................ 30,000 30,000
----------- ------------
Total......................................... $ 1,473,000 $ 1,297,000
=========== ============
</TABLE>
See notes to consolidated financial statements.
6
<PAGE>
AMERIKING, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
1. Basis of Presentation and Summary of Significant Accounting Policies
In our opinion, the accompanying unaudited consolidated financial statements
contain all of the adjustments necessary (consisting of normal and recurring
accruals) to present fairly our financial position as of March 27, 2000, the
results of operations for the quarters ended March 27, 2000 and March 29, 1999
and cash flows for the quarters ended March 27, 2000 and March 29, 1999. These
financial statements should be read in conjunction with the our annual report
on Form 10-K for the fiscal year ended December 27, 1999 filed on March 21,
2000.
The results of operations for the quarters ended March 27, 2000 and March
29, 1999 are not necessarily indicative of the results to be expected for the
full fiscal year.
Inventories--Inventories consist primarily of restaurant food and supplies
and are stated at the lower of cost or market. Cost is determined using the
first-in, first-out (FIFO) method.
Net Loss Per Common Share--In calculating earnings per share, earnings
available to common stockholders is the same for both the basic and diluted
calculations. Diluted earnings per share was the same as basic earnings per
share during the quarters ended March 27, 2000 and March 29, 1999 due to the
antidilutive effect of the stock options and warrants in the respective
quarters.
Reclassifications--Certain information in the consolidated financial
statements for the quarter ended March 29, 1999 have been reclassified to
conform to the current reporting format.
New Accounting Standards--In June 1998, the FASB issued SFAS 133,
"Accounting for Derivative Instruments and Hedging Activities." This Statement
establishes accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other contracts and for
hedging activities. The Statement will require us to recognize all derivatives
as either assets or liabilities in the balance sheet and measure those
derivative instruments at fair value. This Statement will be effective in
fiscal year 2001. At March 27, 2000, we had no derivative instruments or
hedging activities.
2. Acquisitions
On March 23, 2000, we purchased 5 restaurants in the Chicago Metropolitan
area for approximately $3.6 million including transaction fees and acquisition
related expenditures.
7
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Overview
Restaurant sales include food sales and merchandise sales. Merchandise sales
include convenience store sales at our dual-use facilities (of which we
currently have ten), as well as sales of promotional products at our
restaurants. On an annual basis, merchandise sales have contributed between
2.2% to 3.8% of total historical restaurant sales. Promotional products, which
account for the majority of merchandise sales, are generally sold at or near
cost.
Earnings before interest, taxes, depreciation and amortization (EBITDA)
represents operating income plus depreciation and amortization of goodwill and
franchise agreements, pre-opening costs and other operating expenses. While
EBITDA should not be construed as a substitute for operating income or a
better indicator of liquidity than cash flow from operating activities, which
are determined in accordance with generally accepted accounting principles,
EBITDA is included to provide additional information with respect to our
ability to meet our future debt service, capital expenditure and working
capital requirements. In addition, we believe that certain investors find
EBITDA to be a useful tool for measuring the ability of us to service their
debt. EBITDA is not necessarily a measure of our ability to fund our cash
needs. See our Consolidated Statements of Cash Flows and the related notes to
the Consolidated Financial Statements included herein.
We include in the comparable restaurant sales analysis discussed below only
those restaurants that have been in operation for a minimum of twelve months
(including pro forma sales for acquired restaurants). For a restaurant not
operating for the entire prior annual period, the sales for the interim period
in the prior year are compared to that for the comparable interim period in
the indicated year.
Quarter ended March 27, 2000 Compared to Quarter ended March 29, 1999
Restaurant Sales. Total sales increased $9.1 million or 10.9% during the
quarter ended March 27, 2000, to $92.7 million, from $83.6 million during the
quarter ended March 29, 1999, due primarily to the inclusion of the 5 and 59
restaurants purchased in 2000 and 1999, respectively. In addition, we
developed 6 and 10 restaurants in 2000 and 1999 respectively. Newly acquired
restaurants accounted for $7.5 million of the total increase in restaurant
sales, while new restaurant development accounted for $2.4 million of the
increase in sales. Sales at the comparable restaurants, including only those
restaurants owned by us at March 27, 2000, decreased 1.2% for the quarter.
Comparable sales were significantly impacted by the severe weather experienced
in our Eastern markets which resulted in the temporary closing of some
restaurants for several days.
Restaurant Operating Expenses. Total restaurant operating expenses increased
$10.3 million, or 13.7% during the quarter ended March 27, 2000, to $85.7
million from $75.4 million in the quarter ended March 29, 1999. As a
percentage of sales, restaurant operating expenses increased 2.3%, to 92.5%
during the quarter ended March 27, 2000 from 90.2% during the quarter ended
March 29, 1999.
Cost of food sales increased $2.1 million and decreased 0.5% as a percentage
of sales to 28.7% during the quarter ended March 27, 2000 from 29.2% during
the quarter ended March 29, 1999. The increase in cost of food sales dollars
is the result of an increase in the number of stores that have been acquired
and developed since the same quarter last year. The percentage of sales
decrease is the result of lower discounting of food prices as compared to the
same time period last year.
Cost of non-food sales increased $1.0 million during the quarter ended March
27, 2000, and increased 0.9% as a percentage of sales to 2.8% during the
quarter ended March 27, 2000 from 1.9% in the quarter ended March 29, 1999.
The increase in cost of non-food sales is the result of an increase in the
number of stores that have been acquired and developed since the same quarter
last year, as well as the reintroduction of the popular "Pokemon" promotion.
The percentage increase in cost of non-food sales is a direct result of the
increase in non-food sales. Non-food promotional items, typically designed to
drive customer traffic into the restaurants, are sold at or near cost.
8
<PAGE>
Restaurant labor and related costs increased $2.6 million during the quarter
ended March 27, 2000, and increased 0.1% as a percentage of restaurant sales
to 27.3% during the quarter ended March 27, 2000 from 27.2% in the quarter
ended March 29, 1999. The increase in restaurant labor and related costs was
primarily due to the increased number of stores and the additional labor
associated with them. In addition, the percentage increase is due to the fixed
component of salaries against a lower same store sales base.
Depreciation and amortization increased $0.6 million during the quarter
ended March 27, 2000, to $4.1 million from $3.5 million in the quarter ended
March 29, 1999. As a percentage of sales, depreciation and amortization
expense increased 0.2% to 4.4% in the quarter ended March 27, 2000 from 4.2%
in the quarter ended March 29, 1999. The increase was due primarily to the
increase in goodwill amortization resulting from the newly acquired
restaurants.
Occupancy and other restaurant operating expenses including advertising and
royalties increased $4.0 million during the quarter ended March 27, 2000 and
increased 1.5% as a percentage of sales to 29.3% in the quarter ended March
27, 2000 from 27.8% in the quarter ended March 29, 1999. This increase is
primarily due to the inclusion of newly acquired and developed restaurants, as
well as, an increase in maintenance expense associated with the significant
snow removal costs experienced by our stores on the east coast.
General and Administrative Expenses. General and administrative expenses
increased $0.2 million during the quarter ended March 27, 2000 and decreased
0.4% as a percent of sales to 4.5% during the quarter ended March 27, 2000
from 4.9% during the quarter ended March 29, 1999. The increase in general and
administrative expenses is due to staff increases and related costs associated
with the newly acquired and developed restaurants.
Other Operating Expenses. Other operating expenses remained flat at $0.4
million for the quarters ended March 27, 2000 and March 29, 1999. As a
percentage of sales, other operating expenses increased 0.1%, to 0.5% during
the quarter ended March 27, 2000 from 0.4% for the quarter ended March 29,
1999.
Other Income (Expense). Other income (expense) increased $1.1 million during
the quarter ended March 27, 2000 to $5.7 million from $4.6 million in the
quarter ended March 29, 1999. The increase in other income (expense) is due to
higher interest expense related to the increase in borrowings under the line
of credit due to the 2000 and 1999 acquisitions, as well as higher interest
rates than experienced in the same quarter last year.
EBITDA. As defined in Item 2, EBITDA decreased $0.7 million to $7.0 million
for the quarter ended March 27, 2000 from $7.7 million for the quarter ended
March 29, 1999. As a percentage of restaurant sales, EBITDA decreased 1.6%, to
7.6% for the quarter ended March 27, 2000 from 9.2% for the quarter ended
March 29, 1999.
Liquidity and Capital Resources
Net cash flows from operating activities increased $1.0 million during the
quarter ended March 27, 2000, to $6.8 million, from $5.8 million during the
quarter ended March 29, 1999. The increase is primarily due to general
decreases in working capital other than cash, as well as an increase in
depreciation and amortization, offset by an increase in net loss. In February
2000, we received approximately $10 million in vendor incentives from our soft
drink suppliers. These vendor incentives will be amortized over 10 years. In
return for receipt of these monies, we are obligated to make certain leasehold
improvements to existing stores. We currently plan to make these leasehold
improvements over the next two years.
Capital spending for the quarter ended March 27, 2000 was $6.7 million of
which $3.6 million included transaction fees and related expenditures for the
acquisition of five restaurants in the Chicago Metropolitan area. In addition,
we developed 6 new restaurants during the quarter ended March 27, 2000.
During the quarter ended March 27, 2000, borrowings of $6.0 million were
incurred which included $3.0 million for the acquisition of 5 restaurants in
the Chicago Metropolitan area. The remainder of the borrowings related to new
restaurant development, existing restaurants and corporate infrastructure
additions.
9
<PAGE>
We have budgeted approximately $400,000 for the development of each of our
new restaurants. We anticipate that we will spend approximately an additional
$6.0 to $9.0 million annually for other capital expenditures. We have
committed to BKC that for the foreseeable future (i) we will make capital
expenditures on our existing restaurants equal to 1% of our gross sales and
(ii) we will spend an amount equal to 1% of our gross sales on local
advertising. The actual amount of our cash requirements for capital
expenditures depends on, among other things, the number of new restaurants
opened or acquired and the costs associated with such restaurants and the
number of franchises subject to renewal and the costs associated with bringing
the related restaurants up to BKC's then current design specifications in
connection with these franchise renewals.
We are structured as a holding company with no independent operations, as
our operations are conducted exclusively through our wholly owned
subsidiaries. Our only significant assets are the capital stock of our
subsidiaries. As a holding company, our cash flow, ability to meet our debt
service requirements and our ability to pay cash dividends on the Senior
Preferred Stock are dependent upon the earnings of our subsidiaries and their
ability to declare dividends or make other intercompany transfers to us. Under
the terms of the indenture pursuant to which the Senior Notes were offered
(the "Indenture"), our subsidiaries may incur certain indebtedness pursuant to
agreements that may restrict the ability of such subsidiaries to make such
dividends or other intercompany transfers necessary to service our
obligations, including our obligations under the Senior Notes, the Senior
Preferred Stock and any 13% Subordinated Exchange Debentures due 2008 (the
"Exchange Debentures") we may exchange pursuant to the Indenture. The
Indenture restricts, among other things, our and our Restricted Subsidiaries'
(as defined in the Indenture) ability to pay dividends or make certain other
restricted payments, including the payment of cash dividends on or the
redemption of the Senior Preferred Stock, to incur additional indebtedness, to
encumber or sell assets, to enter into transactions with affiliates, to enter
into certain guarantees of indebtedness, to make restricted investments, to
merge or consolidate with any other entity and to transfer or lease all or
substantially all of their assets. In addition, (i) our Amended and Restated
Credit Agreement (as defined) with the BankBoston, N.A. and other lenders
thereto contains other and more restrictive covenants and prohibits our
subsidiaries from declaring dividends or making other intercompany transfers
to us in certain circumstances and (ii) agreements reached with BKC contain
restrictions with respect to dividend payments and intercompany loans.
We currently have certain short-term restrictions on additional borrowings
under our line of credit agreement. However, we believe that available cash on
hand will be sufficient to cover our working capital, capital expenditures,
planned development and debt service requirements for the remainder of fiscal
2000.
Year 2000
We have completed substantially all of our review and testing of the impact
of the Year 2000 on our systems as well as our assessment of supplier
responsiveness. As of May 5, 2000, we have not experienced any significant
work stoppages or other negative impact on our operations and do not believe
that any future Year 2000 issues will have a material adverse effect on our
financial condition or results of operations. However, it is impossible to
assess the potential consequences in the event of future service interruptions
from existing systems, suppliers or other external sources. Our costs related
to the response of Year 2000 and related remediation were less than $1.0
million.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are subject to market risk associated with fluctuations in interest
rates. Interest rate risk is primarily limited to our variable rate debt
obligations, which totaled $121.7 million at March 27, 2000. Of this balance,
the BankBoston revolver comprised $118.8 million bearing an interest rate
calculated at the lesser of BankBoston's base rate or the Eurodollar rate plus
2.5%, and the 1995 Franchise Acceptance Corporation ("FAC") Note comprised
$1.3 million bearing an interest rate of 2.75% above FAC's program rate, and
the 1998 FAC Note comprised $1.6 million bearing an interest rate of 2.5%
above FAC's program rate. Assuming a 20% increase in interest rates, we would
experience an increase in interest expense of approximately $0.5 million. We
do not hold any market risk sensitive financial instruments for trading
purposes.
10
<PAGE>
PART II
Item 6. Exhibits, Financial Statement Schedules
Exhibits
The following exhibits are filed as part of this report.
11 Statement Re: Computation of Earnings Per Share
12 Statement Re: Computation of Ratios
27 Financial Data Schedule
A list of exhibits included as part of this Form 10-Q or incorporated by
reference is set forth in the Index to Exhibits. Included in the Index to
Exhibits are the following exhibits which constitute management contracts or
compensatory plans or arrangements.
1. TJC Consulting Agreement
2. Jaro Employment Agreement
3. Osborn Employment Agreement
4. Hubert Employment Agreement
5. Aaseby Employment Agreement
6. Vasatka Employment Agreement
7. New Osborn Employment Agreement
8. Hothorn Employment Agreement
Reports on Form 8-K
11
<PAGE>
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, in the City of Westchester, State of
Illinois.
Ameriking, Inc.
_________________________________ _________________________________
Date Lawrence E. Jaro
Managing Owner, Chairman and
Chief Executive Officer
_________________________________ _________________________________
Date Joel Aaseby
Chief Financial Officer, Corporate
Secretary and
Director (Principal Financial and
Accounting Officer)
12
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
------- ----------- ------------
<C> <S> <C>
1.1 FORM OF UNDERWRITING AGREEMENT FOR NOTES OFFERING...... *
1.2 FORM OF UNDERWRITING AGREEMENT FOR UNITS OFFERING...... *
2.1++ PURCHASE AND SALE AGREEMENT, DATED SEPTEMBER 1, 1994,
BETWEEN BURGER KING CORPORATION ("BKC") AND NATIONAL
RESTAURANT ENTERPRISES, INC. ("ENTERPRISES") (Filed as
exhibit 2.1 to AmeriKing's Registration Statement (No.
333-04261) and incorporated herein by reference)....... *
2.2++ PURCHASE AND SALE AGREEMENT, DATED SEPTEMBER 1, 1994,
BETWEEN JARO ENTERPRISES, INC. AND AMERIKING, INC.
(FORMERLY KNOWN AS NRE HOLDINGS, INC.) ("AMERIKING")
(Filed as exhibit 2.2 to AmeriKing's Registration
Statement (No. 333-04261) and incorporated herein by
reference)............................................. *
2.3++ PURCHASE AND SALE AGREEMENT, DATED SEPTEMBER 1, 1994,
BETWEEN JARO RESTAURANTS, INC. AND AMERIKING (Filed as
exhibit 2.3 to AmeriKing's Registration Statement (No.
333-04261) and incorporated herein by reference)....... *
2.4++ PURCHASE AND SALE AGREEMENT, DATED SEPTEMBER 1, 1994,
BETWEEN TABOR RESTAURANTS ASSOCIATES, INC. AND
AMERIKING (Filed as exhibit 2.4 to AmeriKing's
Registration Statement (No. 333-04261) and incorporated
herein by reference)................................... *
2.5++ PURCHASE AND SALE AGREEMENT, DATED SEPTEMBER, 1, 1994,
BETWEEN JB RESTAURANTS, INC. AND AMERIKING (Filed as
exhibit 2.5 to AmeriKing's Registration Statement (No.
333-04261) and incorporated herein by reference)....... *
2.6++ PURCHASE AND SALE AGREEMENT, DATED SEPTEMBER 1, 1994,
BETWEEN CASTLEKING, INC. AND AMERIKING (Filed as
exhibit 2.6 to AmeriKing's Registration Statement (No.
333-04261) and incorporated herein by reference)....... *
2.7++ PURCHASE AND SALE AGREEMENT, DATED SEPTEMBER 1, 1994,
BETWEEN OSBURGER, INC. AND AMERIKING (Filed as exhibit
2.7 to AmeriKing's Registration Statement (No. 333-
04261) and incorporated herein by reference)........... *
2.8++ PURCHASE AND SALE AGREEMENT, DATED SEPTEMBER 1, 1994,
BETWEEN WHITE-OSBORN RESTAURANTS, INC. AND AMERIKING
(Filed as exhibit 2.8 to AmeriKing's Registration
Statement (No. 333-04261) and incorporated herein by
reference)............................................. *
2.9++ PURCHASE AND SALE AGREEMENT, DATED NOVEMBER 30, 1994,
BY AND AMONG SHELDON T. FRIEDMAN, BNB LAND VENTURE,
INC. AND ENTERPRISES (Filed as exhibit 2.9 to
AmeriKing's Registration Statement (No. 333-04261) and
incorporated herein by reference)...................... *
2.10++ ASSET PURCHASE AGREEMENT, DATED JULY 5, 1995, BY AND
AMONG DMW, INC., DANIEL L. WHITE AND AMERIKING COLORADO
CORPORATION I (Filed as exhibit 2.10 to AmeriKing's
Registration Statement (No. 333-04261) and incorporated
herein by reference)................................... *
</TABLE>
1
<PAGE>
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
------- ----------- ------------
<C> <S> <C>
2.11++ ASSET PURCHASE AGREEMENT, DATED JULY 5, 1995, BY AND
AMONG WSG, INC., DANIEL L. WHITE, SUSAN J. WAKEMAN,
GEORGE ALAIZ, JR. AND AMERIKING COLORADO CORPORATION I
(Filed as exhibit 2.11 to AmeriKing's Registration
Statement (No. 333-04261) and incorporated herein by
reference)............................................. *
2.12++ PURCHASE AGREEMENT, DATED NOVEMBER 21, 1995, BY AND
AMONG QSC, INC., THE SHAREHOLDERS OF QSC, INC. AND
AMERIKING TENNESSEE CORPORATION I (Filed as exhibit
2.12 to AmeriKing's Registration Statement (No. 333-
04261) and incorporated herein by reference)........... *
2.13++ PURCHASE AGREEMENT, DATED NOVEMBER 21, 1995, BY AND
AMONG RO-LANK, INC., THE SHAREHOLDERS OF RO-LANK, INC.
AND AMERIKING TENNESSEE CORPORATION I (Filed as exhibit
2.13 to AmeriKing's Registration Statement (No. 333-
04261) and incorporated herein by reference)........... *
2.14++ PURCHASE AND SALE AGREEMENT, DATED NOVEMBER 30, 1995,
BY AND AMONG C&N DINING, INC. AND AFFILIATES AND
AMERIKING VIRGINIA CORPORATION I (Filed as exhibit 2.14
to AmeriKing's Registration Statement (No. 333- 04261)
and incorporated herein by reference).................. *
2.15++ AMENDMENT NO. 1 TO PURCHASE AND SALE AGREEMENT, DATED
FEBRUARY 7, 1996, BY AND AMONG C&N DINING, INC. AND
AFFILIATES AND AMERIKING VIRGINIA CORPORATION I (Filed
as exhibit 2.15 to AmeriKing's Registration Statement
(No. 333-04261) and incorporated herein by reference).. *
2.16++ ASSET PURCHASE AGREEMENT, DATED FEBRUARY 7, 1996,
BETWEEN THIRTY- FORTY, INC. AND AMERIKING CINCINNATI
CORPORATION I (Filed as exhibit 2.16 to AmeriKing's
Registration Statement (No. 333-04261) and incorporated
herein by reference)................................... *
2.17++ ASSET PURCHASE AGREEMENT, DATED FEBRUARY 7, 1996,
BETWEEN HOUSTON, INC. AND AMERIKING CINCINNATI
CORPORATION I (Filed as exhibit 2.17 to AmeriKing's
Registration Statement (No. 333-04261) and incorporated
herein by reference)................................... *
2.18++ ASSET PURCHASE AGREEMENT, DATED FEBRUARY 7, 1996,
BETWEEN FIFTH & RACE, INC. AND AMERIKING CINCINNATI
CORPORATION I (Filed as exhibit 2.18 to AmeriKing's
Registration Statement (No. 333-04261) and incorporated
herein by reference.................................... *
2.19 ASSET PURCHASE AGREEMENT among F&P ENTERPRISES, INC.,
THE SHAREHOLDERS OF F&P ENTERPRISES, INC. and NATIONAL
RESTAURANT ENTERPRISES, INC. (Filed as exhibit 2.19 to
AmeriKing's Form 10-Q for the quarter ended March 30,
1998 and incorporated herein by reference.............. *
2.20 AMENDMENT NO. 1 TO THE ASSET PURCHASE AGREEMENT among
F&P ENTERPRISES, INC., THE SHAREHOLDERS OF F&P
ENTERPRISES, INC. and NATIONAL RESTAURANT ENTERPRISES,
INC. (Filed as exhibit 2.20 to AmeriKing's Form 10-Q
for the quarter ended March 30, 1998 and incorporated
herein by reference.................................... *
2.21 ASSET PURCHASE AGREEMENT among NORTH FOODS, INC., THE
SHAREHOLDERS OF NORTH FOODS, INC. and NATIONAL
RESTAURANT ENTERPRISES, INC. (Filed as exhibit 2.21 to
AmeriKing's Form 10-Q for the quarter ended March 30,
1998 and incorporated herein by reference.............. *
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
------- ----------- ------------
<C> <S> <C>
2.22 ASSET PURCHASE AGREEMENT among NORTH FOODS, INC., THE
SHAREHOLDERS OF NORTH FOODS, INC. and NATIONAL
RESTAURANT ENTERPRISES, INC. (Filed as exhibit 2.22 to
AmeriKing's Form 10-Q for the quarter ended March 30,
1998 and incorporated herein by reference.............. *
2.23 AMENDMENT NO. 2 TO THE ASSET PURCHASE AGREEMENT dated
June 16, 1997 Among F&P ENTERPRISES, INC., THE
SHAREHOLDERS OF F&P ENTERPRISES, INC. AND NATIONAL
RESTAURANT ENTERPRISES, INC. (Filed as exhibit 2.23 to
AmeriKing's Current Report on Form 8-K filed on July
14, 1997 and incorporated herein by reference)......... *
2.24 AMENDMENT NO. 3 TO THE ASSET PURCHASE AGREEMENT dated
June 16, 1997 among F&P ENTERPRISES, INC., THE
SHAREHOLDERS OF F&P ENTERPRISES, INC. AND NATIONAL
RESTAURANT ENTERPRISES, INC. (Filed as exhibit 2.24 to
AmeriKing's Current Report on Form 8-K filed on July
14, 1997 and incorporated herein by reference)......... *
2.25 AMENDMENT NO. 2 TO THE ASSET PURCHASE AGREEMENT dated
June 16, 1997 among NORTH FOODS, INC., THE SHAREHOLDERS
OF NORTH FOODS, INC. AND NATIONAL RESTAURANT
ENTERPRISES, INC. (Filed as exhibit 2.25 to AmeriKing's
Current Report on Form 8-K filed on July 14, 1997 and
incorporated herein by reference)...................... *
2.26 AMENDMENT NO. 3 TO THE ASSET PURCHASE AGREEMENT dated
June 16, 1997 among NORTH FOODS, INC., THE SHAREHOLDERS
OF NORTH FOODS, INC. AND NATIONAL RESTAURANT
ENTERPRISES, INC. (Filed as exhibit 2.26 to AmeriKing's
Current Report on Form 8-K filed on July 14, 1997 and
incorporated herein by reference)...................... *
2.27 REAL ESTATE PURCHASE AGREEMENT dated March 7, 1997
among T&B LEASING, THOMAS FICKLING AND WILLIAM PRENTICE
(the "PARTNERS"), AND CASTLE PROPERTIES, LLC. (Filed as
exhibit 2.27 to AmeriKing's Current Report on Form 8-K
filed on July 14, 1997 and incorporated herein by
reference)............................................. *
2.28 AMENDMENT NO. 1 TO THE REAL ESTATE PURCHASE AGREEMENT
dated April 8, 1997 among T&B LEASING, THOMAS FICKLING
AND WILLIAM PRENTICE (the "PARTNERS") AND CASTLE
PROPERTIES, LLC. (Filed as exhibit 2.28 to AmeriKing's
Current Report on Form 8-K filed on July 14, 1997 and
incorporated herein by reference)...................... *
2.29 AMENDMENT NO. 2 TO THE REAL ESTATE PURCHASE AGREEMENT
dated June 16, 1997 among T&B LEASING, THOMAS FICKLING
AND WILLIAM PRENTICE (the "PARTNERS"),CASTLE
PROPERTIES, LLC AND NATIONAL RESTAURANT ENTERPRISES,
INC. (Filed as exhibit 2.29 to AmeriKing's Current
Report on Form 8-K filed on July 14, 1997 and
incorporated herein by reference)...................... *
2.30 AMENDMENT NO. 3 TO THE REAL ESTATE PURCHASE AGREEMENT
dated June 16, 1997 among T&B LEASING, THOMAS FICKLING
AND WILLIAM PRENTICE, INVESTORS TITLE EXCHANGE
CORPORATION, AND NATIONAL RESTAURANT ENTERPRISES, INC.
(Filed as exhibit 2.30 to AmeriKing's Current Report on
Form 8-K filed on July 14, 1997 and incorporated herein
by reference).......................................... *
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
------- ----------- ------------
<C> <S> <C>
2.31 REAL ESTATE PURCHASE AGREEMENT dated March 7, 1997
among W&W INVESTMENTS LIMITED PARTNERSHIP, THOMAS
FICKLING AND WILLIAM PRENTICE (the "GENERAL PARTNERS"),
AND CASTLE PROPERTIES, LLC. (Filed as exhibit 2.31 to
AmeriKing's Current Report on Form 8-K filed on July
14, 1997 and incorporated herein by reference)......... *
2.32 AMENDMENT NO. 1 TO THE REAL ESTATE PURCHASE AGREEMENT
dated April 8, 1997 among W&W INVESTMENTS LIMITED
PARTNERSHIP, THOMAS FICKLING AND WILLIAM PRENTICE (the
"PARTNERS") AND CASTLE PROPERTIES, LLC. (Filed as
exhibit 2.32 to AmeriKing's Current Report on Form 8-K
filed on July 14, 1997 and incorporated herein by
reference)............................................. *
2.33 AMENDMENT NO. 2 TO THE REAL ESTATE PURCHASE AGREEMENT
dated June 16, 1997 among W&W INVESTMENT LIMITED
PARTNERSHIP, THOMAS FICKLING AND WILLIAM PRENTICE (the
"GENERAL PARTNERS"), CASTLE PROPERTIES, LLC AND
NATIONAL RESTAURANT ENTERPRISES, INC. (Filed as exhibit
2.33 to AmeriKing's Current Report on Form 8-K filed on
July 14, 1997 and incorporated herein by reference).... *
2.34 STOCK PURCHASE AGREEMENT DATED JULY 22, 1997 among THE
SHAREHOLDERS OF B&J RESTAURANTS, INC., and NATIONAL
RESTAURANT ENTERPRISES, INC. (Filed as exhibit 2.34 to
AmeriKing's Form 10-Q for the quarter ended June 30,
1997).................................................. *
3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF
AMERIKING (Filed as exhibit 3.1 to AmeriKing's
Registration Statement (No. 333-04261) and incorporated
herein by reference)................................... *
3.2 AMENDED AND RESTATED BYLAWS OF AMERIKING (Filed as
exhibit 3.2 to AmeriKing's Registration Statement (No.
333-04261) and incorporated herein by reference)....... *
4.1 STOCKHOLDERS AGREEMENT, DATED SEPTEMBER 1, 1994, BY AND
AMONG AMERIKING AND THE STOCKHOLDERS APPEARING ON THE
SIGNATURE PAGES THERETO (Filed as exhibit 4.1 to
AmeriKing's Registration Statement (No. 333-04261) and
incorporated herein by reference)...................... *
4.2 CONSENT AND AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENT,
DATED NOVEMBER 30, 1994, BY AND AMONG AMERIKING AND THE
STOCKHOLDERS APPEARING ON THE SIGNATURE PAGES THERETO
(Filed as exhibit 4.2 to AmeriKing's Registration
Statement (No. 333-04261) and incorporated herein by
reference)............................................. *
4.3 CONSENT AND AMENDMENT NO. 2 TO STOCKHOLDERS AGREEMENT,
DATED FEBRUARY 7, 1996, BY AND AMONG AMERIKING AND THE
STOCKHOLDERS APPEARING ON THE SIGNATURE PAGES THERETO
(Filed as exhibit 4.3 to AmeriKing's Registration
Statement (No. 333-04261) and incorporated herein by
reference)............................................. *
4.4 AMENDED AND RESTATED STOCKHOLDERS AGREEMENT BY AND
AMONG AMERIKING AND THE STOCKHOLDERS APPEARING ON THE
SIGNATURE PAGES THERETO (Filed as exhibit 4.4 to
AmeriKing's Form 10-K for the year ended December 30,
1996 and incorporated herein by reference)............. *
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
------- ----------- ------------
<C> <S> <C>
4.5 MANAGEMENT SUBSCRIPTION AGREEMENT, DATED SEPTEMBER 1,
1994, BY AND AMONG AMERIKING, TABOR RESTAURANT
ASSOCIATES, INC., JARO ENTERPRISES, INC., JARO
RESTAURANTS, INC., JB RESTAURANTS, INC., CASTLEKING,
INC., WHITE-OSBORN RESTAURANTS, INC., OSBURGER, INC.,
LAWRENCE JARO, WILLIAM OSBORN, GARY HUBERT, JOEL
AASEBY, DONALD STAHURSKI AND SCOTT VASATKA (Filed as
exhibit 4.5 to AmeriKing's Registration Statement (No.
333-04261) and incorporated herein by reference)....... *
4.6 STOCK OPTION AGREEMENT, DATED SEPTEMBER 1, 1994,
BETWEEN AMERIKING AND SCOTT VASATKA (Filed as exhibit
4.6 to AmeriKing's Registration Statement (No. 333-
04261) and incorporated herein by reference)........... *
4.7 STOCK OPTION AGREEMENT, DATED SEPTEMBER 1, 1994,
BETWEEN AMERIKING AND DONALD STAHURSKI (Filed as
exhibit 4.7 to AmeriKing's Registration Statement (No.
333-04261) and incorporated herein by reference)....... *
4.8 WARRANT AGREEMENT, DATED SEPTEMBER 1, 1994, BETWEEN
AMERIKING AND THE FIRST NATIONAL BANK OF BOSTON (Filed
as exhibit 4.8 to AmeriKing's Registration Statement
(No. 333-04261) and incorporated herein by reference).. *
4.9 COMMON STOCK PURCHASE WARRANT, DATED SEPTEMBER 1, 1994,
BETWEEN AMERIKING AND BANCBOSTON INVESTMENTS INC.
(Filed as exhibit 4.9 to AmeriKing's Registration
Statement (No. 333-04261) and incorporated herein by
reference)............................................. *
4.10 FIRST AMENDMENT TO COMMON STOCK PURCHASE WARRANT, DATED
NOVEMBER 30, 1994 (Filed as exhibit 4.10 to AmeriKing's
Registration Statement (No. 333-04261) and incorporated
herein by reference)................................... *
4.11 SECOND AMENDMENT TO COMMON STOCK PURCHASE WARRANT,
DATED FEBRUARY 7, 1996 (Filed as exhibit 4.11 to
AmeriKing's Registration Statement (No. 333- 04261) and
incorporated herein by reference)...................... *
4.12 AMENDED AND RESTATED NOTE, DATED FEBRUARY 7, 1996, FROM
AMERIKING TO JZ EQUITY PARTNERS PLC (f/n/a MCIT PLC) IN
THE AGGREGATE PRINCIPAL AMOUNT OF$11,000,000 (Filed as
Exhibit 4.12 to AmeriKing's Registration Statement (No.
333-04261) and incorporated herein by reference)....... *
4.13 AMENDED AND RESTATED DEFERRED LIMITED INTEREST
GUARANTY, DATED FEBRUARY 7, 1996, FROM ENTERPRISES TO
JZ EQUITY PARTNERS PLC (f/n/a MCIT PLC) (Filed as
exhibit 4.13 to AmeriKing's Registration Statement (No.
333-04261) and incorporated herein by reference)....... *
4.14 AMENDED AND RESTATED NOTE, DATED FEBRUARY 7, 1996, FROM
AMERIKING TO JARO ENTERPRISES, INC. IN THE AGGREGATE
PRINCIPAL AMOUNT OF $1,224,000 (Filed as exhibit 4.14
to AmeriKing's Registration Statement (No. 333-04261)
and incorporated herein by reference).................. *
4.15 AMENDED AND RESTATED NOTE, DATED FEBRUARY 7, 1996, FROM
AMERIKING TO JARO RESTAURANTS, INC. IN THE AGGREGATE
PRINCIPAL AMOUNT OF $112,000 (Filed as exhibit 4.15 to
AmeriKing's Registration Statement (No. 333-04261) and
incorporated herein by reference)...................... *
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
------- ----------- ------------
<C> <S> <C>
4.16 AMENDED AND RESTATED NOTE, DATED FEBRUARY 7, 1996, FROM
AMERIKING TO JB RESTAURANTS, INC. IN THE AGGREGATE
PRINCIPAL AMOUNT OF $2,019,000 (Filed as exhibit 4.16
to AmeriKing's Registration Statement (No. 333-04261)
and incorporated herein by reference).................. *
4.17 AMENDED AND RESTATED NOTE, DATED FEBRUARY 7, 1996, FROM
AMERIKING TO CASTLEKING, INC. IN THE AGGREGATE
PRINCIPAL AMOUNT OF $385,769 (Filed as exhibit 4.17 to
AmeriKing's Registration Statement (No. 333-04261) and
incorporated herein by reference)...................... *
4.18 AMENDED AND RESTATED NOTE, DATED FEBRUARY 7, 1996, FROM
AMERIKING TO WHITE-OSBORN RESTAURANTS, INC. IN THE
AGGREGATE PRINCIPAL AMOUNT OF $659,231 (Filed as
exhibit 4.18 to AmeriKing's Registration Statement (No.
333-04261) and incorporated herein by reference)....... *
4.19 SECURITIES PURCHASE AGREEMENT, DATED NOVEMBER 30, 1994,
BETWEEN AMERIKING AND BANCBOSTON INVESTMENTS, INC.
(Filed as exhibit 4.19 to AmeriKing's Registration
Statement (No. 333-04261) and incorporated herein by
reference)............................................. *
4.20 COMMON STOCK PURCHASE WARRANT, DATED NOVEMBER 30, 1994,
BETWEEN AMERIKING AND BANCBOSTON INVESTMENTS, INC.
(Filed as exhibit 4.20 to AmeriKing's Registration
Statement (No. 333-04261) and incorporated herein by
reference)............................................. *
4.21 JUNIOR SUBORDINATED NOTE, DATED NOVEMBER 30, 1994, FROM
AMERIKING TO BANCBOSTON INVESTMENTS, INC. IN THE
AGGREGATE PRINCIPAL AMOUNT OF $600,000 (Filed as
exhibit 4.21 to AmeriKing's Registration Statement (No.
333-04261) and incorporated herein by reference)....... *
4.22 SECURED PROMISSORY NOTE, DATED NOVEMBER 21, 1995, FROM
AMERIKING TENNESSEE CORPORATION I TO BKC IN THE
AGGREGATE PRINCIPAL AMOUNT OF $6,920,700 (Filed as
exhibit 4.22 to AmeriKing's Registration Statement (No.
333-04261) and incorporated herein by reference)....... *
4.23 AMENDMENT TO SECURED PROMISSORY NOTE, DATED MAY 21,
1996, FROM AMERIKING TENNESSEE CORPORATION I TO BKC IN
THE AGGREGATE PRINCIPAL AMOUNT OF $6,093,067 (Filed as
exhibit 4.23 to AmeriKing's Registration Statement (No.
333-04261) and incorporated herein by reference)....... *
4.24 GUARANTY, DATED NOVEMBER 21, 1995, FROM LAWRENCE JARO
AND WILLIAM OSBORN TO BKC (Filed as exhibit 4.24 to
AmeriKing's Registration Statement (No. 333-04261) and
incorporated herein by reference)...................... *
4.25 RATIFICATION OF GUARANTY, MAY 21, 1996, FROM LAWRENCE
JARO AND WILLIAM OSBORN TO BKC (Filed as exhibit 4.25
to AmeriKing's Registration Statement (No. 333-04261)
and incorporated herein by reference).................. *
4.26 PROMISSORY NOTE, DATED NOVEMBER 29, 1995, FROM
AMERIKING COLORADO CORPORATION I TO FRANCHISE
ACCEPTANCE CORPORATION LIMITED IN THE AGGREGATE
PRINCIPAL AMOUNT OF $1,865,000 (Filed as exhibit 4.26
to AmeriKing's Registration Statement (No. 333-04261)
and incorporated herein by reference).................. *
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
------- ----------- ------------
<C> <S> <C>
4.27 AMENDMENT TO PROMISSORY NOTE, DATED DECEMBER 14, 1995,
FROM AMERIKING COLORADO CORPORATION I TO FRANCHISE
ACCEPTANCE CORPORATION LIMITED (Filed as exhibit 4.27
to AmeriKing's Registration Statement (No. 333-04261)
and incorporated herein by reference).................. *
4.28 COMMON STOCK PURCHASE WARRANT, DATED FEBRUARY 7, 1996,
FROM AMERIKING TO PMI MEZZANINE FUND, L.P. (Filed as
exhibit 4.28 to AmeriKing's Registration Statement (No.
333-04261) and incorporated herein by reference)....... *
4.29 SENIOR SUBORDINATED NOTE, DATED FEBRUARY 7, 1996, FROM
ENTERPRISES TO PMI MEZZANINE FUND, L.P IN THE AGGREGATE
PRINCIPAL AMOUNT OF $15,000,000. (Filed as exhibit 4.29
to AmeriKing's Registration Statement (No. 333-04261)
and incorporated herein by reference).................. *
4.30 SUBORDINATED GUARANTY, DATED FEBRUARY 7, 1996, FROM
AMERIKING VIRGINIA CORPORATION I AND AMERIKING
CINCINNATI CORPORATION I TO PMI MEZZANINE FUND, L.P.
(Filed as exhibit 4.30 to AmeriKing's Registration
Statement (No. 333-04261) and incorporated herein by
reference)............................................. *
4.31 SECOND AMENDED AND RESTATED REVOLVING CREDIT NOTE,
DATED FEBRUARY 7, 1996, FROM ENTERPRISES TO THE FIRST
NATIONAL BANK OF BOSTON, THE OTHER LENDING INSTITUTIONS
LISTED ON SCHEDULE 1 THERETO, AND THE FIRST NATIONAL
BANK OF BOSTON, AS AGENT (Filed as exhibit 4.31 to
AmeriKing's Registration Statement (No. 333-04261) and
incorporated herein by reference)...................... *
4.32 SECOND AMENDED AND RESTATED TERM LOAN A NOTE, DATED
FEBRUARY 7, 1996, FROM ENTERPRISES TO THE FIRST
NATIONAL BANK OF BOSTON, THE OTHER LENDING INSTITUTIONS
LISTED ON SCHEDULE 1 THERETO, AND THE FIRST NATIONAL
BANK OF BOSTON, AS AGENT (Filed as exhibit 4.32 to
AmeriKing's Registration Statement (No. 333-04261) and
incorporated herein by reference)...................... *
4.33 SECOND AMENDED AND RESTATED TERM LOAN B NOTE, DATED
FEBRUARY 7, 1996, FROM ENTERPRISES TO THE FIRST
NATIONAL BANK OF BOSTON, THE OTHER LENDING INSTITUTIONS
LISTED ON SCHEDULE 1 THERETO, AND THE FIRST NATIONAL
BANK OF BOSTON, AS (Filed as exhibit 4.33 to
AmeriKing's Registration Statement (No. 333-04261) and
incorporated herein by reference)...................... *
4.34 LIMITED GUARANTY, DATED SEPTEMBER 1, 1994, FROM
AMERIKING TO THE FIRST NATIONAL BANK OF BOSTON, THE
OTHER LENDING INSTITUTIONS LISTED ON SCHEDULE 1
THERETO, AND THE FIRST NATIONAL BANK OF BOSTON, AS
AGENT (Filed as exhibit 4.34 to AmeriKing's
Registration Statement (No. 333-04261) and incorporated
herein by reference)................................... *
4.35 GUARANTY, DATED FEBRUARY 7, 1996, FROM AMERIKING
VIRGINIA CORPORATION I AND AMERIKING CINCINNATI
CORPORATION I TO THE FIRST NATIONAL BANK OF BOSTON, THE
OTHER LENDING INSTITUTIONS LISTED ON SCHEDULE 1
THERETO, AND THE FIRST NATIONAL BANK OF BOSTON, AS
AGENT (Filed as exhibit 4.35 to AmeriKing's
Registration Statement (No. 333-04261) and incorporated
herein by reference)................................... *
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
------- ----------- ------------
<C> <S> <C>
4.36 UNCONDITIONAL GUARANTY OF PAYMENT AND PERFORMANCE,
DATED FEBRUARY 7, 1996, FROM ENTERPRISES TO FFCA
ACQUISITION CORPORATION (Filed as exhibit 4.36 to
AmeriKing's Registration Statement (No. 333-04261) and
incorporated herein by reference)...................... *
4.37 FORM OF AMENDMENT NO. 1 TO COMMON STOCK PURCHASE
WARRANT FROM AMERIKING TO PMI MEZZANINE FUND, L.P...... *
4.38 INDENTURE BETWEEN AMERIKING AND TRUSTEE WITH RESPECT TO
SENIOR NOTES (Filed as exhibit 4.38 to AmeriKing's
Registration Statement (No. 333-04261) and incorporated
herein by reference)................................... *
4.39 FORM OF SENIOR NOTES (ATTACHED TO EXHIBIT 4.38)........ *
4.40 INDENTURE BETWEEN AMERIKING AND TRUSTEE WITH RESPECT TO
EXCHANGE DEBENTURES (Filed as exhibit 4.40 to
AmeriKing's Registration Statement (No. 333-04261) and
incorporated herein by reference)...................... *
4.41 INTENTIONALLY OMITTED.................................. *
4.42 FORM OF EXCHANGE DEBENTURES (ATTACHED TO EXHIBIT 4.40). *
4.43 PROMISSORY NOTE, DATED JULY 18, 1996, FROM AMERIKING
TENNESSEE CORPORATION I TO FRANCHISE ACCEPTANCE
CORPORATION LIMITED IN THE AGGREGATE PRINCIPAL AMOUNT
OF $6,100,000 (Filed as exhibit 4.43 to AmeriKing's
Registration Statement (No. 333-04261) and incorporated
herein by reference)................................... *
4.44 CERTIFICATE OF DESIGNATION RELATING TO THE SENIOR
PREFERRED STOCK (Filed as exhibit 4.44 to AmeriKing's
Registration Statement (No. 333-04261) and incorporated
herein by reference)................................... *
4.45 PROMISSORY NOTE, DATED JULY 18, 1996, FROM AMERIKING
TENNESSEE CORPORATION I TO FRANCHISE ACCEPTANCE
CORPORATION LIMITED IN THE AGGREGATE PRINCIPAL AMOUNT
OF $900,000 (Filed as exhibit 4.45 to AmeriKing's
Registration Statement (No. 333-04261) and incorporated
herein by reference)................................... *
4.46 AMENDMENT NO. 1 TO STOCK OPTION AGREEMENT BY AND AMONG
AMERIKING, SCOTT VASATKA AND DONALD STAHURSKI (Filed as
exhibit 4.46 to AmeriKing's Form 10-K for the year
ended December 30, 1996 and incorporated herein by
reference)............................................. *
4.47 AMENDMENT NO.1 TO MANAGEMENT SUBSCRIPTION AGREEMENT
(Filed as exhibit 4.47 to AmeriKing's Form 10-K for the
year ended December 30, 1996 and incorporated herein by
reference)............................................. *
9.1 JARO PROXY AGREEMENT, DATED SEPTEMBER 1, 1994, BY AND
AMONG LAWRENCE JARO, TABOR RESTAURANT ASSOCIATES, INC.,
JARO ENTERPRISES, INC., JARO RESTAURANTS, INC. AND JB
RESTAURANTS, INC. (Filed as exhibit 9.1 to AmeriKing's
Registration Statement (No. 333-04261) and incorporated
herein by reference)................................... *
9.2 OSBORN PROXY AGREEMENT, DATED SEPTEMBER 1, 1994, BY AND
AMONG WILLIAM OSBORN, CASTLEKING, INC., OSBURGER, INC.
AND WHITE-OSBORN, INC. (Filed as exhibit 9.2 to
AmeriKing's Registration Statement (No. 333-04261) and
incorporated herein by reference)...................... *
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
------- ----------- ------------
<C> <S> <C>
10.1 SECOND AMENDED AND RESTATED REVOLVING CREDIT AND TERM
LOAN AGREEMENT, DATED FEBRUARY 7, 1996, BY AND AMONG
AMERIKING, ENTERPRISES, THE FIRST NATIONAL BANK OF
BOSTON, THE OTHER LENDING INSTITUTIONS LISTED ON
SCHEDULE 1 THERETO, AND THE FIRST NATIONAL BANK OF
BOSTON, AS AGENT (Filed as exhibit 10.1 to AmeriKing's
Registration Statement (No. 333-04261) and incorporated
herein by reference)................................... *
10.2 SECURITY AGREEMENT, DATED SEPTEMBER 1, 1994, BY AND
AMONG ENTERPRISES AND THE FIRST NATIONAL BANK OF
BOSTON, THE OTHER LENDING INSTITUTIONS LISTED ON
SCHEDULE 1 THERETO, AND THE FIRST NATIONAL BANK OF
BOSTON, AS AGENT (Filed as exhibit 10.2 to AmeriKing's
Registration Statement (No. 333-04261) and incorporated
herein by reference)................................... *
10.3 AMENDMENT TO SECURITY AGREEMENT, DATED FEBRUARY 7,
1996, BY AND AMONG ENTERPRISES AND THE FIRST NATIONAL
BANK OF BOSTON, THE OTHER LENDING INSTITUTIONS LISTED
ON SCHEDULE 1 THERETO, AND THE FIRST NATIONAL BANK OF
BOSTON, AS AGENT (Filed as exhibit 10.3 to AmeriKing's
Registration Statement (No. 333-04261) and incorporated
herein by reference)................................... *
10.4 STOCK PLEDGE AGREEMENT, DATED SEPTEMBER 1, 1994, BY AND
AMONG AMERIKING AND THE FIRST NATIONAL BANK OF BOSTON,
THE OTHER LENDING INSTITUTIONS LISTED ON SCHEDULE 1
THERETO, AND THE FIRST NATIONAL BANK OF BOSTON, AS
AGENT (Filed as exhibit 10.4 to AmeriKing's
Registration Statement (No. 333-04261) and incorporated
herein by reference)................................... *
10.5 AMENDMENT TO STOCK PLEDGE AGREEMENT, DATED FEBRUARY 7,
1996, BY AND AMONG AMERIKING AND THE FIRST NATIONAL
BANK OF BOSTON, THE OTHER LENDING INSTITUTIONS LISTED
ON SCHEDULE 1 THERETO, AND THE FIRST NATIONAL BANK OF
BOSTON AS AGENT (Filed as exhibit 10.5 to AmeriKing's
Registration Statement (No. 333-04261) and incorporated
herein by reference)................................... *
10.6 SECURITY AGREEMENT, DATED FEBRUARY 7, 1996, BY AND
AMONG AMERIKING VIRGINIA CORPORATION I, AMERIKING
CINCINNATI CORPORATION I AND THE FIRST NATIONAL BANK OF
BOSTON (Filed as exhibit 10.6 to AmeriKing's
Registration Statement (No. 333-04261) and incorporated
herein by reference)................................... *
10.7 STOCK PLEDGE AGREEMENT, DATED FEBRUARY 7, 1996, BY AND
AMONG ENTERPRISES, AMERIKING VIRGINIA CORPORATION I,
AMERIKING CINCINNATI CORPORATION I AND THE FIRST
NATIONAL BANK OF BOSTON (Filed as exhibit 10.7 to
AmeriKing's Registration Statement (No. 333-04261) and
incorporated herein by reference)..................... *
10.8 AMENDED AND RESTATED PURCHASE AGREEMENT, DATED
FEBRUARY 7, 1996, BETWEEN AMERIKING AND JZ EQUITY
PARTNERS PLC (f/n/a MCIT PLC) (Filed as exhibit 10.8
to AmeriKing's Registration Statement (No. 333-04261)
and incorporated herein by reference)................. *
</TABLE>
9
<PAGE>
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
------- ----------- ------------
<C> <S> <C>
10.19 SALE-LEASEBACK AGREEMENT, DATED FEBRUARY 7, 1996, BY
AND AMONG AMERIKING VIRGINIA CORPORATION I, AMERIKING
TENNESSEE CORPORATION I AND FFCA ACQUISITION
CORPORATION (Filed as exhibit 10.19 to AmeriKing's
Registration Statement (No. 333-04261) and incorporated
herein by reference)................................... *
10.20 LEASE, DATED FEBRUARY 7, 1996, BY AND AMONG AMERIKING
VIRGINIA CORPORATION I, AMERIKING TENNESSEE CORPORATION
I AND FFCA ACQUISITION CORPORATION (Filed as exhibit
10.20 to AmeriKing's Registration Statement (No. 333-
04261) and incorporated herein by reference)........... *
10.21 FORM OF FRANCHISE AGREEMENT BETWEEN BKC AND FRANCHISEE
(Filed as exhibit 10.21 to AmeriKing's Registration
Statement (No. 333-04261) and incorporated herein by
reference)............................................. *
10.22 SCHEDULE OF AMERIKING FRANCHISE AGREEMENTS (Filed as
exhibit 10.22 to AmeriKing's Registration Statement
(No. 333-04261) and incorporated herein by reference).. *
10.23 FORM OF LEASE AGREEMENT BETWEEN BKC AND LESSEE (Filed
as exhibit 10.23 to AmeriKing's Registration Statement
(No. 333-04261) and incorporated herein by reference).. *
10.24 SCHEDULE OF AMERIKING LEASE AGREEMENTS (Filed as
exhibit 10.24 to AmeriKing's Registration Statement
(No. 333-04261) and incorporated herein by reference).. *
10.25 FORM OF GUARANTEE, INDEMNIFICATION AND ACKNOWLEDGEMENT
OF BKC FRANCHISE AGREEMENT (Filed as exhibit 10.25 to
AmeriKing's Registration Statement (No. 333-04261) and
incorporated herein by reference)...................... *
10.26 FORM OF GUARANTEE, INDEMNIFICATION AND ACKNOWLEDGMENT
OF BKC LEASE AGREEMENT (Filed as exhibit 10.26 to
AmeriKing's Registration Statement (No. 333-04261) and
incorporated herein by reference)...................... *
10.27 CAPITAL EXPENDITURE AGREEMENT, DATED SEPTEMBER 1, 1994,
BY AND AMONG AMERIKING, ENTERPRISES AND BKC (Filed as
exhibit 10.27 to AmeriKing's Registration Statement
(No. 333-04261) and incorporated herein by reference).. *
10.28 CAPITAL EXPENDITURE AGREEMENT, DATED NOVEMBER 21, 1995,
BY AND AMONG ENTERPRISES, AMERIKING TENNESSEE
CORPORATION I AND BKC (Filed as exhibit 10.28 to
AmeriKing's Registration Statement (No. 333-04261) and
incorporated herein by reference)...................... *
10.29 LETTER AGREEMENT, DATED FEBRUARY 7, 1996, BETWEEN
ENTERPRISES AND BKC (Filed as exhibit 10.29 to
AmeriKing's Registration Statement (No. 333-04261) and
incorporated herein by reference)...................... *
10.30 NAPARLO DEVELOPMENT AGREEMENT, DATED FEBRUARY 7, 1996,
BETWEEN AMERIKING VIRGINIA CORPORATION I AND JOSEPH J.
NAPARLO (Filed as exhibit 10.30 to AmeriKing's
Registration Statement (No. 333-04261) and incorporated
herein by reference)................................... *
</TABLE>
10
<PAGE>
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
------- ----------- ------------
<C> <S> <C>
10.31 MANAGEMENT CONSULTING AGREEMENT, DATED SEPTEMBER 1,
1994, BY AND AMONG TJC MANAGEMENT CORPORATION,
AMERIKING AND ENTERPRISES (Filed as exhibit 10.31 to
AmeriKing's Registration Statement (No. 333-04261) and
incorporated herein by reference)...................... *
10.32 INTENTIONALLY OMITTED.................................. *
10.33 INTERCOMPANY MANAGEMENT CONSULTING AGREEMENT, DATED
SEPTEMBER 1, 1994 BETWEEN ENTERPRISES AND AMERIKING
(Filed as exhibit 10.33 to AmeriKing's Registration
Statement (No. 333-04261) and incorporated herein by
reference)............................................. *
10.34 AMENDED AND RESTATED TAX SHARING AGREEMENT, DATED
FEBRUARY 7, 1996, BETWEEN ENTERPRISES AND AMERIKING
(Filed as exhibit 10.34 to AmeriKing's Registration
Statement (No. 333-04261) and incorporated herein by
reference)............................................. *
10.35 EMPLOYMENT AND NON-INTERFERENCE AGREEMENT, DATED
SEPTEMBER 1, 1994, BETWEEN LAWRENCE JARO AND
ENTERPRISES (Filed as exhibit 10.35 to AmeriKing's
Registration Statement (No. 333-04261) and incorporated
herein by reference)................................... *
10.36 EMPLOYMENT AND NON-INTERFERENCE AGREEMENT, DATED
SEPTEMBER 1, 1994, BETWEEN WILLIAM OSBORN AND
ENTERPRISES (Filed as exhibit 10.36 to AmeriKing's
Registration Statement (No. 333-04261) and incorporated
herein by reference)................................... *
10.37 EMPLOYMENT AND NON-INTERFERENCE AGREEMENT, DATED
SEPTEMBER 1, 1994, BETWEEN GARY HUBERT AND ENTERPRISES
(Filed as exhibit 10.37 to AmeriKing's Registration
Statement (No. 333-04261) and incorporated herein by
reference)............................................. *
10.38 EMPLOYMENT AND NON-INTERFERENCE AGREEMENT, DATED
SEPTEMBER 1, 1994, BETWEEN JOEL AASEBY AND ENTERPRISES
(Filed as exhibit 10.38 to AmeriKing's Registration
Statement (No. 333-04261) and incorporated herein by
reference)............................................. *
10.39 EMPLOYMENT AND NON-INTERFERENCE AGREEMENT, DATED
SEPTEMBER 1, 1994, BETWEEN SCOTT VASATKA AND
ENTERPRISES (Filed as exhibit 10.39 to AmeriKing's
Registration Statement (No. 333-04261) and incorporated
herein by reference)................................... *
10.40 EMPLOYMENT AND NON-INTERFERENCE AGREEMENT, DATED MAY 1,
1997, BETWEEN AUGUSTUS F. HOTHORN AND NATIONAL
RESTAURANT ENTERPRISES, INC. (Filed as exhibit 10.40 to
AmeriKing's Form 10-Q for the three quarters ended
September 29, 1997 and incorporated herein by
reference) ............................................ *
10.41 FORM OF INDEMNIFICATION AGREEMENT BY AND AMONG
AMERIKING AND EACH OF THE SIGNATORIES TO THIS
REGISTRATION STATEMENT (Filed as exhibit 10.41 to
AmeriKing's Registration Statement (No. 333-04261) and
incorporated herein by reference)...................... *
10.42 INTENTIONALLY OMITTED..................................
10.43 INTENTIONALLY OMITTED..................................
</TABLE>
11
<PAGE>
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
------- ----------- ------------
<C> <S> <C>
10.44 LEASE AGREEMENT FOR WESTCHESTER, ILLINOIS HEADQUARTERS
(Filed as exhibit 10.44 to AmeriKing's Registration
Statement (No. 333-04261) and incorporated herein by
reference)............................................. *
10.45 LOAN AND SECURITY AGREEMENT, DATED NOVEMBER 29, 1995,
BETWEEN AMERIKING COLORADO CORPORATION I AND FRANCHISE
ACCEPTANCE CORPORATION LIMITED (Filed as exhibit 10.45
to AmeriKing's Registration Statement (No. 333-04261)
and incorporated herein by reference).................. *
10.46 LOAN AND SECURITY AGREEMENT, DATED JULY 21, 1996,
BETWEEN AMERIKING TENNESSEE CORPORATION I AND FRANCHISE
ACCEPTANCE CORPORATION LIMITED (Filed as exhibit 10.46
to AmeriKing's Registration Statement (No. 333-04261)
and incorporated herein by reference).................. *
10.47 FORM OF INTERCREDITOR AGREEMENT BY AND AMONG BKC,
AMERIKING, AND THE TRUSTEE AS REPRESENTATIVE OF THE
HOLDERS OF SENIOR NOTES UNDER THE INDENTURE (ATTACHED
TO EXHIBIT 4.38)....................................... *
10.48 RESTATED EMPLOYMENT AND NON-INTERFERENCE AGREEMENT
BETWEEN WILLIAM OSBORN AND ENTERPRISES (Filed as
exhibit 10.48 to AmeriKing's Form 10-K for the year
ended December 30, 1996 and incorporated herein by
reference)............................................. *
10.49 RECAPITALIZATION AGREEMENT AMONG AMERIKING AND THE
STOCKHOLDERS APPEARING ON THE SIGNATURE PAGES THERETO
(Filed as exhibit 10.49 to AmeriKing's Form 10-K for
the year ended December 30, 1996 and incorporated
herein by reference)................................... *
10.50 MEMORANDUM OF UNDERSTANDING BETWEEN BKC AND THE COMPANY
(Filed as exhibit 10.50 to AmeriKing's Registration
Statement (No. 333-04261) and incorporated herein by
reference)............................................. *
10.51 AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING
CREDIT AND LOAN AGREEMENT, DATED MAY 14, 1996, BY AND
AMONG AMERIKING, ENTERPRISES, THE FIRST NATIONAL BANK
OF BOSTON, THE OTHER LENDING INSTITUTIONS LISTED ON
SCHEDULE I THERETO AND THE FIRST NATIONAL BANK OF
BOSTON, AS AGENT (Filed as exhibit 10.51 to AmeriKing's
Form 10-K for the year ended December 30, 1996 and
incorporated herein by reference)...................... *
10.52 ASSIGNMENT AND ACCEPTANCE DATED MAY 14, 1996, BY AND
AMONG AMERIKING, ENTERPRISES, THE FIRST NATIONAL BANK
OF BOSTON AND THE OTHER LENDING INSTITUTIONS, LISTED
THERETO AND THE FIRST NATIONAL BANK OF BOSTON, AS AGENT
(Filed as exhibit 10.52 to AmeriKing's Form 10-K for
the year ended December 30, 1996 and incorporated
herein by reference)................................... *
10.53 FORM OF OPERATING AGREEMENT BY AND AMONG BKC, AMERIKING
ENTERPRISES, AMERIKING COLORADO CORPORATION I,
AMERIKING ILLINOIS CORPORATION I, AMERIKING TENNESSEE
CORPORATION I, AMERIKING VIRGINIA CORPORATION I AND
AMERIKING CINCINNATI CORPORATION I (Filed as exhibit
10.53 to AmeriKing's Form 10-K for the year ended
December 30, 1996 and incorporated herein by
reference)............................................. *
</TABLE>
12
<PAGE>
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
------- ----------- ------------
<C> <S> <C>
10.54 THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
dated as of June 17, 1997 among NATIONAL RESTAURANT
ENTERPRISES, INC., AMERIKING INC. and BANKBOSTON, N.A.. *
11++++ STATEMENT RE: COMPUTATION OF EARNINGS PER SHARE........
12++++ STATEMENTS RE: COMPUTATION OF RATIOS...................
21 SUBSIDIARIES OF AMERIKING (Filed as exhibit 10.21 to
AmeriKing's Registration Statement (No. 333-04261) and
incorporated herein by reference)...................... *
23.1 CONSENT OF MAYER, BROWN & PLATT (Filed as exhibit 23.1
to AmeriKing's Registration Statement (No. 333-04261)
and incorporated herein by reference).................. *
23.2 CONSENT OF DELOITTE & TOUCHE (Filed as exhibit 23.2 to
AmeriKing's Registration Statement (No. 333-04261) and
incorporated herein by reference)...................... *
24 POWER OF ATTORNEY...................................... *
25 T-1 FOR EXCHANGE DEBENTURE INDENTURE................... *
26 T-1 FOR SENIOR NOTE INDENTURE.......................... *
27++++ FINANCIAL DATA SCHEDULE................................
</TABLE>
- --------
*Previously filed.
++The schedules and exhibits to these agreements have not been filed
pursuant to Item 601(b)(2) of Regulation S-K. Such schedules and exhibits
will be filed supplementally upon the request of the Securities and
Exchange Commission.
++++Superseding exhibit.
13
<PAGE>
AMERIKING, INC.
CALCULATION OF EPS
<TABLE>
<CAPTION>
Dec. 28, 1999 to Dec. 29, 1998 to
----------------------------------------------
Mar. 27, 2000 Mar. 29, 1999
----------------------------------------------
<S> <C> <C>
INCOME (LOSS) BEFORE EXTRAORDINARY ITEM (2,000,000) (601,000)
Earnings available to stockholders
Dividends
Preferred Stock (152,000) (143,000)
Senior Preferred Stock (1,443,000) 1,267,000)
Amortization of issuance costs (30,000) (30,000)
------------- ------------
Income (loss) befor extraordinary item available to common
stockholders (3,625,000) (2,041,000)
Extraordinary item - loss from early extinguishment of debt
(net of taxes) - -
------------- ------------
Income (loss) available to common stockholders (3,625,000) 2,041,000)
Weighted average number of common shares 902,992 902,992
Dilutive effect of options and warrants - -
------------- ------------
Weighted average number of common shares outstanding - basic 902,992 902,992
Net income (loss) per common share - basic (4.01) (2.26)
Net income (loss) per common share - diluted (4.01) (2.26)
Weighted average number of common shares basic:
Original shares 863,290 863,290
Option shares 9,702 9,702
Warrant shares - -
Common stock units 30,000 30,000
------------- ------------
Total 902,992 902,992
Weighted average number of common shares - diluted
Original shares 863,290 863,290
Option shares 9,702 9,702
Warrant shares - -
Common stock units 30,000 30,000
------------- ------------
Total 902,992 902,992
</TABLE>
<PAGE>
AMERIKING, INC.
CALCULATION OF RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
Dec. 28, 1999 to Dec. 29, 1998 to
-------------------------------------------------------------------
Mar. 27, 2000 Mar. 29, 1999
-------------------------------------------------------------------
W/O PIK With PIK W/O PIK With PIK
Dividends Dividends Dividends Dividends
<S> ----------- ----------- ----------- -----------
EARNINGS <C> <C> <C> <C>
Income (loss) before income taxes benefit (3,333,000) (3,333,000) (858,000) (858,000)
Interest expense 5,499,000 5,499,000 4,502,000 4,502,000
Amortization of deffered financing costs 215,000 215,000 250,000 250,000
Portion of rents representative of interest 2,371,000 2,371,000 2,087,000 2,087,000
Preferred stock PIK dividends - 152,000 - 143,000
----------- ----------- ----------- -----------
Total earnings 4,752,000 4,904,000 5,981,000 6,124,000
----------- ----------- ----------- -----------
FIXED CHARGES
Interest expense 5,499,000 5,499,000 4,502,000 4,502,000
Amortization of deffered financing costs 215,000 215,000 250,000 250,000
Portion of rents representative of interest 2,371,000 2,371,000 2,087,000 2,087,000
Preferred stock PIK dividends - 152,000 - 143,000
----------- ----------- ----------- -----------
Total Fixed Charges 8,085,000 8,237,000 6,839,000 6,982,000
----------- ----------- ----------- -----------
RATIO OF EARNINGS TO FIXED CHARGES 0.59 0.60 0.87 0.88
----------- ----------- ----------- -----------
INSUFFICIENT EARNINGS TO COVER FIXED CHARGES (3,333,000) (3,333,000) (858,000) (858,000)
----------- ----------- ----------- -----------
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the fiscal
2000 Consolidated Financial Statements of Ameriking, Inc. and is qualified in
its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-25-2000
<PERIOD-START> DEC-28-1999
<PERIOD-END> MAR-27-2000
<CASH> 20,619
<SECURITIES> 0
<RECEIVABLES> 4,201
<ALLOWANCES> 0
<INVENTORY> 3,509
<CURRENT-ASSETS> 30,703
<PP&E> 110,766
<DEPRECIATION> 33,803
<TOTAL-ASSETS> 293,258
<CURRENT-LIABILITIES> 27,536
<BONDS> 100,00
45,861
0
<COMMON> 9
<OTHER-SE> (16,925)
<TOTAL-LIABILITY-AND-EQUITY> 293,258
<SALES> 92,660
<TOTAL-REVENUES> 92,660
<CGS> 29,161
<TOTAL-COSTS> 85,703
<OTHER-EXPENSES> 4,786
<LOSS-PROVISION> 5
<INTEREST-EXPENSE> 5,499
<INCOME-PRETAX> (3,333)
<INCOME-TAX> (1,333)
<INCOME-CONTINUING> (2,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,000)
<EPS-BASIC> (4.01)
<EPS-DILUTED> (4.01)
</TABLE>
