10-3-94 General Reporting Rules 2018-E
UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0058
Washington, D.C. 20549
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FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):[x]Form 10-KSB []Form 20-F [] Form 11-K [] Form 10-QSB [] Form N-SAR
For Period Ended: June 30, 1998 [ ] Transition Report on Form
10-K [ ] Transition Report on Form 20-F [ ] Transition Report
on Form 11-K [ ] Transition Report on Form 10-Q [ ] Transition
Report on Form N-SAR For the Transition Period Ended:
Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
PART I--REGISTRANT INFORMATION
ARTHUR TREACHER'S, INC. .
Full Name of Registrant
Former Name if Applicable
7400 BAYMEADOWS WAY, SUITE 300
Address of Principal Executive Office (Street and Number)
JACKSONVILLE, FLORIDA 32256
City, State and Zip Code
PART II-- RULES 12b-25(b) AND (c)
If the subject report could not be filed without reasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
[ ] (a) The reasons described in reasonable detail on Part III of this form
could not be eliminated without unreasonable effort or expense;
[ X ] (b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, 11-K, Form N-SAR, or portion thereof, will be filed on
or before the fifteenth calendar day following the prescribed due date; or the
subject quarterly report of transition report on Form 10-Q, or portion thereof
will be filed on or before the fifth calendar day following the prescribed due
date; and
[ ] (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III- NARRATIVE
State below in reasonable detail why the Form 10-K, 10-Q, N-SAR, or the
transition report or portion thereof, could not be filed within the prescribed
time period, (Attach Extra Sheets if Needed)
The Form 10-KSB could not be filed within the prescribed time period
because the Company replaced its President during the fourth quarter of the
fiscal year and the remaining management spent significant time and effort
attempting to consummate two acquisitions during the fourth quarter, which
transactions were not consummated.
<PAGE>
PART IV-- OTHER INFORMATION
(1) Name and telephone number of person in regard to this notification
Steven W. Schuster, Esq. (212) 448-1100
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months (or for such
shorter) period that the registrant was required to file such reports)
been filed? If answer no, identify report(s). X Yes No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject
report or portion the x Yes No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made.
See Exhibit A
ARTHUR TREACHER'S INC.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date SEPTEMBER 28, 1998 By: /s/William Saculla, President
William Saculla, President
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
GENERAL INSTRUCTION
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General
Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the General
Rules and Regulations under the Act. The information contained in or filed with
the form will be made a matter of public record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchanged on which any class of securities of the
registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but
need not restate information that has been correctly furnished. The
form shall be clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic filers
unable to timely file a report solely due to electronic difficulties.
Filers unable to submit a report within the time period prescribed due
to difficulties in electronic filing should comply with either Rule 201
or Rule 202 of Regulation S-T or apply for an adjustment in filing date
pursuant to Rule 13-(b) of Regulation S-T.
<PAGE>
EXHIBIT A
ARTHUR TREACHER'S, INC.
Summary Results of Operations
June 30, 1998 and 1997
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
1998 1997
Total revenues $22,986,762 $17,775,659
Total operating expenses 25,097,878 19,758,560
Loss from operations (2,111,116) (1,982,901)
Other expenses (657,579) (96,121)
Net loss (2,768,965) (2,079,022)
Undeclared preferred stock dividends (60,107) (8,720)
Net loss for common shareholders $(2,828,802) $(2,087,742)
</TABLE>
The Company's total revenue increased 29.3% or $5,211,103 to $22,986,762
for the fiscal year ended June 30, 1998 ("Fiscal 1998") compared to the same
period last year. The increase in sales was a result of operating the
restaurants in the M.I.E. division for all of Fiscal 1998, compared to the 31
weeks of operation for the fiscal year ended June 30, 1997 ("Fiscal 1997").
The Company's total costs and expenses increased 27% or $5,339,318 to
$25,097,878 for Fiscal 1998, compared to the same period last year. Of the
increase, $4,945,806 or 19.7% was attributed to cost and expenses incurred by
the M.I.E. division from July 1 through November 26, 1997. Additional costs
incurred in Fiscal 1998 was a function of the acquisition of three restaurants
in 1998.
The most significant increase from revenues came from net restaurant sales
(defined as gross restaurant sales less coupons, promotion cost and
discounts) which increased 25.9%, or $4,156,236, to $20,202,427 compared to the
same period last year of $16,046,691. The increase was attributable to the net
restaurant sales generated by the M.I.E. division for a full 52 week period
ended June 30, 1998, compared to the post acquisition 31 week period of
operation for the period ended fiscal year 1997. Franchise and royalty income
decreased 25.2% or $235,065 to $695,547 for Fiscal 1998 primarily due to the
acquisition of M.I.E. Hospitality, Inc., the Company's former 32 restaurant
franchisee and several other franchise locations. Regional representative fees
decreased in conjunction with the decline in royalty revenue compared to the
same period last year.
Cost of sales from restaurant operations improved by 1.1% to 34.6% on net
restaurant sales for Fiscal 1998, compared to 35.7% for the same period last
year.
Other expenses, including interest expense and other non-recurring costs,
increased from $96,121 to $657,579). Other non-recurring cost increased by
$512,205 of which $419,417 was attributed to the due diligence expenses
associated with the proposed Skipper's Inc. and Miami Sub's Corp. acquisitions,
which were subsequently terminated.
Interest expense increased 18.1% or $29,527 to $192,687 for Fiscal 1998,
compared to $163,160 for the same period last year. The increase in interest
expense was a function of increased debt financing for recent acquisitions, new
store construction and renovations.
The undeclared preferred stock dividends increased $51,387 in Fiscal 1998
primarily because of the issuance of Seriec C Preferred Stock in November 1997.
