<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 June 26, 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 36-3970707
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification no.)
2215 Enterprise Drive, Suite 1502 60154
Westchester, Illinois (Zip code)
(Address of principal executive
offices)
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 August 9, 2000 was 902,992 of common stock, $.01 par value
per Share (the "Common Stock").
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<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...... 12
PART II
Item 6. Exhibits, and Reports on Form 8-K............................... 13
</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 the actual results,
performance, or achievements of AmeriKing, Inc. ("AmeriKing" or the "Company")
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.
1
<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 June 26, 2000 and December 27, 1999..... 3
Consolidated Statements of Operations for the quarter ended June 26, 2000
and June 28, 1999, and the two quarters ended June 26, 2000 and June 28,
1999..................................................................... 4
Consolidated Statements of Stockholders' Equity (Deficit) for the two
quarters ended June 26, 2000 and the fiscal years ended December 27, 1999
and December 28, 1998 ................................................... 6
Consolidated Statements of Cash Flows for the two quarters ended June 26,
2000 and June 28, 1999 .................................................. 7
Notes to Consolidated Financial Statements ............................... 8
</TABLE>
2
<PAGE>
AMERIKING, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
June 26, 2000 and December 27, 1999
<TABLE>
<CAPTION>
June 26,
2000 December 27,
ASSETS (unaudited) 1999
------ ------------ ------------
<S> <C> <C>
Current assets:
Cash and cash equivalents.......................... $ 20,579,000 $ 14,754,000
Accounts receivable................................ 3,405,000 3,810,000
Inventories........................................ 3,896,000 5,200,000
Prepaid expenses................................... 1,859,000 1,089,000
Current portion of deferred income taxes........... 1,600,000 81,000
------------ ------------
Total current assets............................. 31,339,000 24,934,000
Property and equipment............................... 75,566,000 73,704,000
Goodwill............................................. 170,576,000 170,917,000
Deferred income taxes................................ 205,000 205,000
Other assets:
Deferred financing costs........................... 5,376,000 5,816,000
Franchise agreements............................... 7,723,000 7,379,000
Other long-term assets............................. 288,000 154,000
------------ ------------
Total other assets............................... 13,387,000 13,349,000
------------ ------------
Total............................................ $291,073,000 $283,109,000
============ ============
</TABLE>
<TABLE>
<CAPTION>
LIABILITIES, SENIOR PREFERRED STOCK
AND STOCKHOLDERS' EQUITY (DEFICIT)
-----------------------------------
<S> <C> <C>
Current liabilities:
Accounts payable and other accrued expenses....... $ 12,511,000 $ 16,289,000
Accrued payroll and related expenses.............. 9,668,000 8,903,000
Accrued taxes payable............................. 4,076,000 4,580,000
Note payable...................................... -- 255,000
Current portion of long-term debt................. 868,000 828,000
------------ ------------
Total current liabilities....................... 27,123,000 30,855,000
Long-term debt--less current portion................ 225,781,000 220,251,000
Vendor incentives and other long-term liabilities... 9,533,000 1,028,000
------------ ------------
Total liabilities............................... 262,437,000 252,134,000
Commitments and contingencies:
Senior preferred stock.............................. 47,335,000 44,418,000
Stockholders' equity (deficit):
Preferred stock................................... 75 75
Common stock...................................... 9,030 9,030
Accumulated deficit............................... (18,708,105) (13,452,105)
------------ ------------
Total stockholders' equity (deficit)............ (18,699,000) (13,443,000)
------------ ------------
Total........................................... $291,073,000 $283,109,000
============ ============
</TABLE>
See notes to consolidated financial statements.
3
<PAGE>
AMERIKING, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
<TABLE>
<CAPTION>
Quarter Ended Two Quarters Ended
-------------------------- --------------------------
June 26, June 28, June 26, June 28,
2000 1999 2000 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Sales
Restaurant food sales. $ 99,959,000 $ 97,714,000 $189,640,000 $179,221,000
Non-food sales........ 2,964,000 2,796,000 5,943,000 4,838,000
------------ ------------ ------------ ------------
Total sales......... 102,923,000 100,510,000 195,583,000 184,059,000
Restaurant operating
expenses:
Cost of food sales.... 29,596,000 29,907,000 56,149,000 54,326,000
Cost of non-food
sales................ 2,531,000 2,273,000 5,139,000 3,897,000
Restaurant labor and
related costs........ 26,844,000 25,912,000 52,159,000 48,627,000
Occupancy............. 10,721,000 10,087,000 20,602,000 19,172,000
Depreciation and
amortization of
goodwill and
franchise agreements. 4,147,000 3,817,000 8,248,000 7,306,000
Advertising........... 5,699,000 5,172,000 10,697,000 9,415,000
Royalties............. 3,499,000 3,420,000 6,638,000 6,273,000
Other restaurant
operating expenses... 9,545,000 8,565,000 18,653,000 15,538,000
------------ ------------ ------------ ------------
Total restaurant
operating expenses. 92,582,000 89,153,000 178,285,000 164,554,000
General and
administrative
expenses............... 4,542,000 3,874,000 8,742,000 7,900,000
Other operating
expenses:
Depreciation expense--
office............... 240,000 259,000 491,000 522,000
Provision for
disposition of long-
lived assets......... 142,000 -- 142,000 --
Loss on disposal of
fixed assets......... 246,000 290,000 251,000 214,000
Management and
directors' fees...... 163,000 175,000 325,000 338,000
------------ ------------ ------------ ------------
Total other
operating expenses. 791,000 724,000 1,209,000 1,074,000
------------ ------------ ------------ ------------
Operating income........ 5,008,000 6,759,000 7,347,000 10,531,000
Other income (expense):
Interest expense...... (5,372,000) (5,472,000) (10,871,000) (9,974,000)
Amortization of
deferred costs....... (244,000) (177,000) (459,000) (446,000)
Other income
(expense)--net....... 140,000 69,000 183,000 210,000
------------ ------------ ------------ ------------
Total other expense. (5,476,000) (5,580,000) (11,147,000) (10,210,000)
------------ ------------ ------------ ------------
Income (loss) before
income tax expense..... (468,000) 1,179,000 (3,800,000) 321,000
Income tax expense
(benefit).............. (188,000) 385,000 (1,520,000) 128,000
------------ ------------ ------------ ------------
Net income (loss)....... (280,000) 794,000 (2,280,000) 193,000
Preferred stock
dividends (cumulative,
undeclared)............ (154,000) (145,000) (306,000) (288,000)
Senior preferred stock
dividends.............. (1,474,000) (1,308,000) (2,917,000) (2,575,000)
Amortization of senior
preferred stock
issuance costs......... (29,000) (30,000) (59,000) (60,000)
------------ ------------ ------------ ------------
Loss available to common
stockholders........... $ (1,937,000) $ (689,000) $ (5,562,000) $ (2,730,000)
============ ============ ============ ============
Weighted average number
of shares outstanding--
basic and diluted...... 902,992 902,992 902,992 902,992
------------ ------------ ------------ ------------
Net loss per common
share--basic and
diluted................ $ (2.15) $ (0.76) $ (6.16) $ (3.02)
============ ============ ============ ============
</TABLE>
See notes to consolidated financial statements.
4
<PAGE>
AMERIKING, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
For the Two Quarters Ended June 26, 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...... (2,917,000) (2,917,000)
Amortization of senior
preferred stock
issuance costs....... (59,000) (59,000)
Net loss.............. (2,280,000) (2,280,000)
--- ------ ----------- ------------ ------------
BALANCE--June 26, 2000.. $75 $9,030 $ -- $(18,708,105) $(18,699,000)
=== ====== =========== ============ ============
</TABLE>
See notes to consolidated financial statements.
5
<PAGE>
AMERIKING, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Two Quarters Ended June 26, 2000 and June 28, 1999
(unaudited)
<TABLE>
<CAPTION>
December 27, December 29,
1999 to 1998 to
June 26, June 28,
2000 1999
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss).................................. $ (2,280,000) $ 193,000
Adjustments to reconcile net income (loss) to net
cash flows from operating activities:
Depreciation and amortization.................... 9,198,000 8,275,000
Deferred income taxes............................ (1,519,000) --
Provision for disposition of long-lived assets... 142,000 --
Loss on disposal of fixed assets................. 249,000 214,000
Changes in:
Accounts receivable............................ 405,000 207,000
Inventories.................................... 1,304,000 (1,111,000)
Prepaid expenses............................... (908,000) (546,000)
Vendor incentives.............................. 9,912,000 --
Accounts payable, accrued and other long-term
liabilities................................... (4,924,000) 1,620,000
------------ ------------
Net cash flows from operating activities..... 11,579,000 8,852,000
Cash flows from investing activities:
Purchase of restaurant franchise agreements,
equipment and goodwill.......................... (3,689,000) (46,220,000)
Cash paid for franchise agreements............... (625,000) (349,000)
Cash paid for property and equipment............. (6,711,000) (5,868,000)
------------ ------------
Net cash flows used for investing activities. (11,025,000) (52,437,000)
Cash flows from financing activities:
Advances under line of credit.................... 5,975,000 45,280,000
Cash paid for financing costs.................... (44,000) 82,000
Payments on short-term debt...................... (255,000) (2,157,000)
Payments on long-term debt and capital leases.... (405,000) (405,000)
------------ ------------
Net cash flows from financing activities..... 5,271,000 42,800,000
------------ ------------
Net change in cash and cash equivalents............ 5,825,000 (785,000)
Cash and cash equivalents--Beginning of year....... 14,754,000 10,591,000
------------ ------------
Cash and cash equivalents--End of quarter.......... $ 20,579,000 $ 9,806,000
============ ============
Supplemental disclosures of cash flow information:
Cash paid during the two quarters for interest... $ 10,806,000 $ 9,657,000
============ ============
Cash paid during the two quarters for income
taxes........................................... $ 279,000 $ 10,000
============ ============
Supplemental disclosure of noncash investing and
financing activities:
Senior preferred stock dividends................. $ 2,917,000 $ 2,575,000
Amortization of senior preferred stock issuance
costs........................................... 59,000 60,000
------------ ------------
Total........................................ $ 2,976,000 $ 2,635,000
============ ============
</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 June 26,
2000, the results of operations for the quarter and two quarters ended June
26, 2000 and June 28, 1999 and cash flows for the two quarters ended June 26,
2000 and June 28, 1999. These financial statements should be read in
conjunction with the Company's 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 quarter and two quarters ended June 26,
2000 and June 28, 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.
Vendor Incentives--We amortize incentives received from vendors over the
life of the vendor contract.
Net Income (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 two quarters ended June 26, 2000 and June 28,
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 June 28, 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 June 26, 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 and other
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 our ability to
service our debt. EBITDA is not necessarily a measure of our ability to fund
our cash needs. See the 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 June 26, 2000 Compared to Quarter ended June 28, 1999
Restaurant Sales. Total sales increased $2.4 million or 2.4% during the
quarter ended June 26, 2000, to $102.9 million, from $100.5 million during the
quarter ended June 28, 1999, due primarily to the inclusion of the 5 and 59
restaurants purchased in 2000 and 1999, respectively. In addition, we
developed 11 and 10 restaurants in 2000 and 1999, respectively. Newly acquired
restaurants accounted for $2.8 million of the total increase in restaurant
sales, while new restaurant development accounted for $3.0 million of the
increase in sales. Sales at the comparable restaurants, including only those
restaurants owned by us at June 26, 2000, decreased 3.5% for the quarter.
Restaurant Operating Expenses. Total restaurant operating expenses
increased $3.4 million, or 3.8% during the quarter ended June 26, 2000, to
$92.6 million from $89.2 million in the quarter ended June 28, 1999. As a
percentage of sales, restaurant operating expenses increased 1.3%, to 90.0%
during the quarter ended June 26, 2000 from 88.7% during the quarter ended
June 28, 1999.
Cost of food sales decreased $0.3 million and decreased 1.0% as a
percentage of sales to 28.8% during the quarter ended June 26, 2000 from 29.8%
during the quarter ended June 28, 1999. The decrease in cost of food sales is
the result of higher supplier rebates, partially offset by the additional
stores that were acquired and developed since the same quarter last year. In
addition, we increased menu prices during the latter part of 1999.
Cost of non-food sales increased $0.3 million during the quarter ended June
26, 2000, and increased 0.2% as a percentage of sales to 2.5% from 2.3% during
the quarter ended June 28, 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. 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.
Restaurant labor and related costs increased $0.9 million during the
quarter ended June 26, 2000, and increased 0.3% as a percentage of total sales
to 26.1% during the quarter ended June 26, 2000 from 25.8% in the quarter
ended June 28, 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
effect of lower sales volumes on the fixed component of salaries.
8
<PAGE>
Depreciation and amortization increased $0.3 million during the quarter
ended June 26, 2000, to $4.1 million from $3.8 million in the quarter ended
June 28, 1999. As a percentage of sales, depreciation and amortization expense
increased 0.2% to 4.0% in the quarter ended June 26, 2000 from 3.8% in the
quarter ended June 28, 1999. The increase is 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 $2.2 million during the quarter ended June 26, 2000 and
increased 1.5% as a percentage of sales to 28.6% in the quarter ended June 26,
2000 from 27.1% in the quarter ended June 28, 1999. This increase is primarily
due to the inclusion of newly acquired and developed restaurants, additional
operating leases related to the new Frozen Coke machines and new Point of
Sales devices purchased in 1999, as well as higher repair and maintenance
expenses. In addition, we recorded pre-opening costs relative to new
restaurant developments in other expense which were $0.2 million and $0.3
million for the quarter ended June 26, 2000 and June 28, 1999, respectively.
General and Administrative Expenses. General and administrative expenses
increased $0.6 million to $4.5 million during the quarter ended June 26, 2000
and increased 0.5% as a percent of sales to 4.4% during the quarter ended June
26, 2000 from 3.9% during the quarter ended June 28, 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 increased $0.1 million
to $0.8 million during the quarter ended June 26, 2000 from $0.7 million for
the qurater ended June 28, 1999. The increase in other operating expenses is
due to a provision for impairment of long-lived assets of $0.1 million for the
quarter ended June 26, 2000.
Other Income (Expense). Other income (expense) decreased $0.1 million
during the quarter ended June 26, 2000 to $5.5 million from $5.6 million in
the quarter ended June 28, 1999.
EBITDA. As defined in Item 2, EBITDA decreased $1.5 million to $10.1
million for the quarter ended June 26, 2000 from $11.6 million for the quarter
ended June 28, 1999. As a percentage of total sales, EBITDA decreased 1.6%, to
9.9% for the quarter ended June 26, 2000 from 11.5% for the quarter ended June
28, 1999. The decline in EBITDA is the result of the factors discussed above.
Two Quarters ended June 26, 2000 Compared to Two Quarters ended June 28, 1999
Restaurant Sales. Total sales increased $11.5 million or 6.3% during the
two quarters ended June 26, 2000, to $195.6 million, from $184.1 million
during the two quarters ended June 28, 1999, due primarily to the inclusion of
the 5 and 59 restaurants purchased in 2000 and 1999, respectively. In
addition, the Company developed 11 and 10 restaurants in 2000 and 1999
respectively. Newly acquired restaurants accounted for $9.4 million of the
total increase in restaurant sales, while new restaurant development accounted
for $5.2 million of the increase in sales. Sales at the comparable
restaurants, including only those restaurants owned by the Company at June 26,
2000, decreased 2.4% for the two quarters ended June 26, 2000.
Restaurant Operating Expenses. Total restaurant operating expenses
increased $13.7 million, or 8.3% during the two quarters ended June 26, 2000,
to $178.3 million from $164.6 million during the two quarters ended June 28,
1999. As a percentage of sales, restaurant operating expenses increased 1.8%,
to 91.2% during the two quarters ended June 26, 2000 from 89.4% during the two
quarters ended June 28, 1999.
Cost of food sales increased $1.8 million to $56.1 million and decreased
0.8% as a percentage of sales to 28.7% during the two quarters ended June 28,
1999 from 29.5% during the two quarters ended June 29, 1998. The increase in
cost of 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, partially
offset by higher supplier rebates. In addition, we increased menu prices
during the latter part of 1999.
9
<PAGE>
Cost of non-food sales increased $1.2 million during the two quarters ended
June 26, 2000, and increased 0.5% as a percentage of sales to 2.6% during the
two quarters ended June 26, 2000 from 2.1% during the two quarters ended June
28, 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. 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.
Restaurant labor and related costs increased $3.5 million to $52.2 million
during the two quarters ended June 26, 2000, and increased 0.3% as a
percentage of total sales to 26.7% during the two quarters ended June 26, 2000
from 26.4% during the two quarters ended June 28, 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 effect of lower average sales volumes on the
fixed component of salaries.
Depreciation and amortization increased $0.9 million during the two
quarters ended June 26, 2000, to $8.2 million from $7.3 million during the two
quarters ended June 28, 1999. As a percentage of sales, depreciation and
amortization expense increased 0.2% to 4.2% during the two quarters ended June
26, 2000 from 4.0% during the two quarters ended June 28, 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 $6.2 million to $56.6 million during the two quarters
ended June 26, 2000 and increased 1.5% as a percentage of sales to 28.9%
during the two quarters ended June 26, 2000 from 27.4% during the two quarters
ended June 28, 1999. This increase is primarily due to the inclusion of newly
acquired and developed restaurants, additional operating leases related to the
new Frozen Coke machines and new Point of Sales devices purchased in 1999, as
well as higher repair and maintenance expenses. In addition, we recorded pre-
opening costs relative to new restaurant developments in other expense which
were $0.3 million and $0.4 million for the two quarters ended June 26, 2000
and June 28, 1999, respectively.
General and Administrative Expenses. General and administrative expenses
increased $0.8 million to $8.7 million during the two quarters ended June 26,
2000 and increased 0.2% as a percent of sales to 4.5% during the two quarters
ended June 26, 2000 from 4.3% during the two quarters ended June 28, 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 increased $0.1 million
to $1.2 million during the two quarters ended June 26, 2000 from $1.1 million
for the two quarters ended June 28, 1999. The increase in other operating
expenses is due to a provision for impairment of long-lived assets of $0.1
million for the two quarters ended June 26, 2000.
Other Income (Expense). Other income (expense) increased $0.9 million
during the two quarters ended June 26, 2000 to $11.1 million from $10.2
million during the two quarters ended June 28, 1999. The increase in other
income (expense) is due to higher interest expense related to the increased
borrowings under the line of credit due to the 2000 and 1999 acquisitions, as
well as higher interest rates than experienced during the same time period
last year.
EBITDA. As defined in Item 2, EBITDA decreased $2.2 million to $17.1
million for the two quarters ended June 26, 2000 from $19.3 million for the
two quarters ended June 28, 1999. As a percentage of total sales, EBITDA
decreased 1.8%, to 8.7% for the two quarters ended June 26, 2000 from 10.5%
for the two quarters ended June 28, 1999. The decline in EBITDA is a result of
the factors discussed above.
10
<PAGE>
Liquidity and Capital Resources
Net cash flows from operating activities increased $2.7 million during the
two quarters ended June 26, 2000, to $11.6 million, from $8.9 million during
the two quarters ended June 28, 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 $10.0 million in vendor incentives from our
soft drink suppliers. These vendor incentives are being 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
improvements over the next two years.
Capital spending for the two quarters ended June 26, 2000 was $11.0 million
of which $3.6 million included transaction fees and related expenditures for
the acquisition of 5 restaurants in the Chicago Metropolitan area. In
addition, we developed 11 new restaurants during the two quarters ended June
26, 2000.
During the two quarters ended June 26, 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.
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, our 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 our 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 short-term restrictions on additional borrowings under
our line of credit agreement as defined in the Indenture. 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.
11
<PAGE>
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 August 10, 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
The Company is subject to market risk associated with fluctuations in
interest rates. Interest rate risk is primarily limited to the Company's
variable rate debt obligations, which totaled $121.7 million at June 26, 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 $1.2 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, the Company would experience an increase in interest expense
of approximately $0.5 million. The Company does not hold any market risk
sensitive financial instruments for trading purposes.
12
<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
Reports on Form 8-K
13
<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.
-------------------------------------
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)
Date ________________________________
14
<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) *
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) *
</TABLE>
15
<PAGE>
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
------- ----------- ------------
<C> <S> <C>
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 *
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) *
</TABLE>
16
<PAGE>
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
------- ----------- ------------
<C> <S> <C>
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
Fiickling 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) *
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) *
</TABLE>
17
<PAGE>
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
------- ----------- ------------
<C> <S> <C>
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) *
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) *
</TABLE>
18
<PAGE>
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
------- ----------- ------------
<C> <S> <C>
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) *
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 Castelking, 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) *
</TABLE>
19
<PAGE>
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
------- ----------- ------------
<C> <S> <C>
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) *
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 Agent (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>
20
<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>
21
<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) *
10.9 Pledge Agreement, Dated September 1, 1994, Between
AmeriKing and JZ Equity Partners PLC (f/n/a MCIT PLC)
(Filed as exhibit 10.9 to AmeriKing's Registration
Statement (No. 333-04261) and incorporated herein by
reference) *
10.10 Subordination Agreement, Dated September 1, 1994, by
and Among BKC, JZ Equity Partners PLC (f/n/a MCIT PLC)
and AmeriKing (Filed as exhibit 10.10 to AmeriKing's
Registration Statement (No. 333-04261) and incorporated
herein by reference) *
</TABLE>
22
<PAGE>
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
------- ----------- ------------
<C> <S> <C>
10.11 Amendment and Consent No. 1 to Securities Purchase
Agreement, Dated February 7, 1996, Between AmeriKing
and BancBoston Investments, Inc. (Filed as exhibit
10.11 to AmeriKing's Registration Statement (No. 333-
04261) and incorporated herein by reference) *
10.12 Intercreditor Agreement, Dated February 7, 1996, by
and Among BKC, AmeriKing Virginia Corporation I,
AmeriKing Cincinnati Corporation I, Lawrence Jaro,
William Osborn, Gary Hubert, Enterprises, AmeriKing
and the First National Bank of Boston (Filed as
exhibit 10.12 to AmeriKing's Registration Statement
(No. 333-04261) and incorporated herein by reference) *
10.13 Stock Pledge Agreement, Dated November 21, 1995,
Between Enterprises and BKC (Filed as exhibit 10.13
to AmeriKing's Registration Statement (No. 333-04261)
and incorporated herein by reference) *
10.14 Ratification of Stock Pledge Agreement, Dated May 21,
1996, Between Enterprises and BKC (Filed as exhibit
10.14 to AmeriKing's Registration Statement (No. 333-
04261) and incorporated herein by reference) *
10.15 Stock Pledge Agreement, Dated November 21, 1995,
Between 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 10.15 to
AmeriKing's Registration Statement (No. 333-04261)
and incorporated herein by reference) *
10.16 Note Purchase Agreement, Dated February 7, 1996, by
and Among AmeriKing, Enterprises and PMI Mezzanine
Fund, L.P. (Filed as exhibit 10.16 to AmeriKing's
Registration Statement (No. 333-04261) and
incorporated herein by reference) *
10.17 Form of Amendment No. 1 to Note Purchase Agreement,
by and Among AmeriKing, Enterprises and PMI Mezzanine
Fund, L.P. *
10.18 Subordination Agreement, Dated February 7, 1996, by
and Among AmeriKing, Enterprises, AmeriKing Virginia
Corporation I, AmeriKing Cincinnati Corporation I,
AmeriKing Tennessee Corporation I, AmeriKing Colorado
Corporation I, Lawrence Jaro, William Osborn, Gary
Hubert and BKC (Filed as exhibit 10.18 to AmeriKing's
Registration Statement (No. 333-04261) and
incorporated herein by reference) *
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) *
23
<PAGE>
</TABLE>
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
------- ----------- ------------
<C> <S> <C>
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) *
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) *
</TABLE>
24
<PAGE>
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
------- ----------- ------------
<C> <S> <C>
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 *
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) *
</TABLE>
25
<PAGE>
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
------- ----------- ------------
<C> <S> <C>
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) *
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.
26
