UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
Commission File Number: 0-22639
NOTIFICATION OF LATE FILING
(Check One): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q
[ ] Form N-SAR
For Period Ended:
[ ] 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
Unique Casual Restaurants, Inc.
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Full Name of Registrant
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Former Name if Applicable
One Corporate Place, 55 Ferncroft Road
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Address of Principal Executive Office (Street and Number)
Danvers, Massachusetts 01923
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City, State and Zip Code
PART 11 - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable 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 in Part
III of this form could not be eliminated without
unreasonable effort or expense;
(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
or 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.
<PAGE>
PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 11-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 Company was formed on May 27, 1997 as a spin-off entity from DAKA
International, Inc. Certain resources, including personnel and records,
are no longer available as a result of the spin-off. Further, in
connection with the spin-off, personnel levels were reduced,
particularly at corporate headquarters, creating delays in the
preparation of the Annual Report on Form 10-K.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Donald C. Moore 508 774-6606 ext.1103
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(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 is 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 thereof? [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.
The following is the text of a press release issued by Unique Casual
Restaurants, Inc. on September 17, 1997 with respect to operating
results for fiscal 1997.
UNIQUE CASUAL RESTAURANTS, INC. REPORTS PRO FORMA
FISCAL 1997 RESULTS
Danvers, Massachusetts, September 17, 1997 -- Unique Casual Restaurants,
Inc. (NASDAQ:UNIQ) ("Unique") reported a combined net loss for its fiscal year
ended June 29, 1997 of $44.6 million, or $3.90 per share, compared with a
combined net loss a year ago of $5.7 million, or $0.50 per share. Results for
the current year were negatively impacted by Impairment and Other Charges
totaling $21.7 million, or $1.75 per share net of tax. Prior year results
include Impairment and Merger Costs of $5.9 million or $0.48 per share net of
tax.
Unique was formed as a spin-off entity from DAKA International, Inc.
("DAKA") on July 17, 1997 in connection with the tender offer by Compass PLC,
through its wholly-owned subsidiary Compass Holdings, Inc., to purchase all of
the common stock of DAKA. Immediately prior to consummation of the tender, DAKA
contributed its restaurant businesses and certain other assets and liabilities
to Unique, then a wholly-owned subsidiary of DAKA. DAKA then distributed its
shares in Unique to the shareholders of DAKA in the ratio of one share of Unique
common stock for each share of DAKA common stock held by such shareholders.
William H. Baumhauer, Chairman and Chief Executive Officer of Unique
stated, "Although the magnitude of the charges taken in fiscal 1997 were
significant and our results of operations, exclusive of such charges, were
negative, we believe these results should not be unexpected to those who have
followed the progress of DAKA over this past fiscal year. By virtue of the
tender offer, Unique has been formed as an essentially debt free company with
significant net equity and with restaurant operations which we believe will
generate modest profits and strong cash flows in fiscal 1998. In conjunction
with the formation of Unique our overhead has been dramatically reduced from
historical levels. The decisions reached to exit certain Fuddruckers and to
essentially eliminate our Specialty Concepts segment were difficult to make, but
should strengthen our overall financial position and results of operations as we
begin our new existence."
<PAGE>
At September 17, 1997, Unique operates or franchises over 250 restaurants
with systemwide sales of approximately $340 million. Its primary business is its
Fuddruckers and Champps Americana casual dining restaurant operations.
For purposes of financial reporting, Unique's financial statements have
been prepared as if it had been a stand alone entity for all periods presented.
Unique's results of operations, as presented in the accompanying table, include
allocations and estimates of certain expenses, including corporate accounting,
tax, cash management, information technology, legal, risk management, purchasing
and human resources, historically provided to the Company by DAKA.
Unique also reported a pro forma balance sheet at June 29, 1997 reflecting
the net contribution of certain assets and liabilities of DAKA and certain costs
and accruals relating to the tender offer as if the tender offer had been
consummated at such date. The pro forma balance sheet reflects a net
contribution of assets of approximately $21.4 million, and pro forma net equity
of approximately $101 million before any purchase price adjustments payable by
Unique to Compass PLC. Such purchase price adjustments are to be calculated
pursuant to provisions contained in the Post-Closing Covenants Agreement entered
into by and between Unique, DAKA and Compass (among others). Management
currently estimates these adjustments will be approximately $10 million;
although such amount is subject to further calculation and negotiation which
have not been completed at this time. There can be no assurance that the
ultimate amount of the purchase price adjustments as finally determined will not
differ from Management's estimate and such difference could be material.
The Impairment and Other Charges taken in the fiscal year ended June 29,
1997 resulted primarily from three related events. These were: the sale of DAKA,
which resulted in non-recurring transaction costs and other accruals to be
absorbed by Unique; the curtailment of activities within the Specialty Concepts
segment; and decisions reached as a result of the formation of the Company to
exit certain under-performing Fuddruckers restaurants in fiscal 1998. Management
believes the charges taken with respect to the Specialty Concepts and
Fuddruckers segments will help position the Company to be profitable in the
future.
Included in the Impairment Charges taken in 1997 were $7.1 million
associated with the curtailment of activities within Unique's Specialty Concepts
segment. This segment historically consisted of French Quarter Coffee Company,
The Great Bagel and Coffee Company ("Great Bagel and Coffee") and operations of
certain non-traditional locations within Home Depot. Exclusive of the Impairment
Charges, this segment reported losses of $3.5 million in fiscal 1997. Subsequent
to year end, operations in the non-traditional locations have been terminated.
For fiscal 1998, Unique expects this segment to consist only of the Great Bagel
and Coffee business and to be immaterial to the consolidated results of
operations of Unique.
The Company reported the following with respect to its segment results in
fiscal 1997:
Fuddruckers -- Revenues grew 4.6% in 1997 compared with the prior year
reflecting the opening of six new restaurants in 1997 and the impact of a full
year of operations of 26 restaurants opened in fiscal 1996. Same store sales
were down 6.6 % for the year, but improved in the fourth quarter. The Company
anticipates closing or franchising up to 15 of its Company-owned locations over
the next 12 months and does not anticipate opening any new Company-owned
Fuddruckers in fiscal 1998. Franchisees are expected to open 10 to 15 new
restaurants in fiscal 1998.
Champps -- Revenues grew 39% in 1997 compared with the prior year, driven
by the opening of two new units in 1997 and the impact of a full year of
operation of six units opened in fiscal 1996 offset by the sale of one unit in
the fourth quarter of fiscal 1996. Same store sales were up 1% for the year. At
year end, there were three Company-owned Champps under construction and the
Company anticipates opening five to six Champps restaurants in fiscal 1998.
Selling, general and administrative costs for the Company as a whole,
exclusive of impairment and other charges, were $38.7 million in the current
year, or 19% of revenues, compared with $24.2 million, or 13% of revenues last
year. However, the Company does not believe these amounts are representative of
the costs expected to be incurred now that the Company is a stand alone business
operating only in the restaurant segment. The Company anticipates selling,
general and administrative costs for fiscal 1998 will approximate 7% to 8% of
total revenues, although such expenses in the first half of fiscal 1998 may be
higher than these levels as the Company completes its transition away from DAKA.
Marketing costs for fiscal 1998 are estimated to approximate 2% of revenues.
Unique owns Fuddruckers, Inc., which operates or franchises 202
Fuddruckers restaurants in the United States, Canada, Australia and the Middle
East; Champps Entertainment, Inc., which operates or franchises 24 Champps
Americana restaurants in select markets coast to coast; and Great Bagel and
Coffee, which operates or franchises 31 locations, principally in the western
part of the United States.
<PAGE>
Statements made in this press release include forward-looking statements
made pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Such statements involve certain risks and uncertainties that
could cause actual results to differ materially from those in the
forward-looking statements including uncertainties regarding the effectiveness
of initiatives to lower selling, general and administrative expenses, to improve
operations within the core businesses and the Company's ability to open new
restaurants or exit existing restaurants consistent with its plans. Information
on significant potential risks and uncertainties that may cause such differences
include, but are not limited to, those mentioned in the Company's filings with
the Securities and Exchange Commission, including its Form 10 for the period
ended March 29, 1997.
<PAGE>
Unique Casual Restaurants, Inc.
Pro Forma Combined Balance Sheet
June 29, 1997
(Dollars in thousands)
<TABLE>
<CAPTION>
Net
Contributed Combined
Historical Assets Assets
<S> <C> <C> <C>
Assets:
Total current assets .............. $ 15,969 $ 16,309 $ 32,278
Other assets ...................... 110,088 5,064 115,152
-------- -------- --------
Total assets .................... $126,057 $ 21,373 $147,430
======== ======== ========
Liabilities:
Total current liabilities ......... 30,621 30,621
Other liabilities ................. 16,038 16,038
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Total liabilities ............... 46,659 46,659
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Stockholders' equity ................. 79,398 21,373 100,771
-------- -------- --------
Total liabilities & equity ...... $126,057 $ 21,373 $147,430
======== ======== ========
</TABLE>
Unique Casual Restaurants, Inc.
Pro Forma Combined Statements of Operations
Fiscal Years Ended June 29, 1997 and June 29, 1996
(Dollars in thousands, except per share amounts)
<TABLE>
<CAPTION>
June 29, June 29,
1997 1996
---- ----
<S> <C> <C>
Revenues:
Sales ....................................... $ 200,741 $ 176,050
Franchising and royalty income .............. 5,143 7,705
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Total ..................................... 205,884 183,755
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Costs and expenses:
Cost of sales and operating expenses ........ 178,638 148,155
Selling, general and administrative
expenses .................................. 38,741 24,181
Depreciation and amortization ............... 14,729 12,136
Impairment and other charges ................ 21,671 3,026
Merger costs ................................ -- 2,900
Interest expense ............................ 744 641
Interest income ............................. (252) (353)
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Total ..................................... 254,271 190,686
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Income (loss) before income taxes
(benefit) and minority interests ............ (48,387) (6,931)
Income tax expense (benefit) ................... (3,721) (536)
Minority interests ............................. (62) (725)
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Net income (loss) .............................. $ (44,604) $ (5,670)
========= =========
Pro forma loss per share ....................... $ (3.90) $ (0.50)
Pro forma weighted average common
shares outstanding .......................... 11,425 11,405
</TABLE>
<PAGE>
Unique Casual Restaurants, Inc.
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(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 26, 1996 By:/s/Donald C. Moore
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Donald C. Moore
Senior Vice President, Chief Financial
Officer and Treasurer
(Principle Financial and Accounting Officer)
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 U.S.C. 1001)
GENERAL INSTRUCTIONS
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 exchange 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.
