SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
November 24, 1998
Unique Casual Restaurants, Inc.
(Exact Name of Registrant as specified in its charter)
Commission File Number: 0-22639
Delaware 04-3370491
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
One Corporate Place, 55 Ferncroft Road, Danvers, MA 01923
(Address of principal executive offices and zip code)
(978) 774-6606
(Registrant's telephone number, including area code)
<PAGE>
Item 2. Acquisition or Disposition of Assets
On November 24, 1998, Unique Casual Restaurants, Inc. (the "Company") completed
the sale of all of the outstanding common stock of Fuddruckers, Inc. to King
Cannon, Inc. (the "Buyer") pursuant to a Stock Purchase Agreement, dated as of
July 31, 1998 (the "Fuddruckers Sale"). The sale price was $43 million in cash,
before adjustments. At the closing the Company disbursed approximately $2.5
million to escrow agents to be held pending resolution of certain contingent
obligations. In addition, the Company incurred approximately $10.4 million in
costs associated with the early termination of certain leases, obtaining
landlord consents to the transaction, certain litigation settlements, and legal,
accounting and severance expenses. An additional $5.5 million was used to settle
the Company's obligations under a put/call agreement which was originally due to
be paid in January 2000. The Company received approximately $535,000 from the
Buyer as reimbursement for working capital at the closing date and has received
approximately $2.6 million in previously restricted cash balances, which were
released by virtue of the Company's settling certain of the obligations
discussed above. The Company also purchased two closed Fuddruckers locations and
recorded assets held for sale valued at approximately $1.6 million. The sale was
approved by a majority vote of the Company's shareholders on November 5, 1998.
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits
7(a) Financial Statements of Business Acquired
Not applicable.
7(b) Pro Forma Financial Information
The following unaudited pro forma consolidated statements of operations and
balance sheet are presented to assist you in analyzing the effect of the
Fuddruckers Sale on Unique's results of operations and financial condition. The
following information gives effect to events that are directly attributable to
the Fuddruckers Sale and are expected to have a continuing impact on Unique.
Explanations of the various pro forma adjustments are included in the notes that
accompany the unaudited pro forma consolidated financial statements.
This unaudited pro forma consolidated financial information should be read in
conjunction with the historical consolidated financial statements of Unique and
the notes thereto and the information contained in "Management's Discussion and
Analysis of Results of Operation and Financial Condition" appearing in other
information that we have filed with the SEC, including our Annual Report on Form
10-K for our fiscal year ended June 28, 1998, filed with the SEC on October 13,
1998; our Proxy Statement dated on October 15, 1998, filed with the SEC on
October 15, 1998; and our Quarterly Report on Form 10-Q for the period ended
September 27, 1998, filed with the SEC on November 20, 1998.
The following information does not necessarily represent the results of
operations or the financial condition of Unique had the Fuddruckers Sale in fact
been consummated at the beginning of each of the respective pro forma periods
presented or at September 28, 1998, respectively, and should not be taken as a
prediction of what the results of operations or financial condition of Unique
will be in any future periods.
<PAGE>
UNIQUE CASUAL RESTAURANTS, INC.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED JUNE 28, 1998
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
As Reported Pro Forma Adjustments (1)(2)
Historical Debit Credit Pro Forma
<S> <C> <C> <C> <C>
Revenues:
Sales $ 210,569 $ 133,858 $ 76,711
Franchising 4,752 3,763 989
--------- --------- ---------
Total 215,321 137,621 77,700
--------- --------- ---------
Costs and expenses:
Cost of sales and operating expenses 189,834 $ 120,525 69,309
Selling, general and administrative 19,859 9,054 10,805
Depreciation and amortization 8,724 5,832 2,892
Impairment, exit and other charges 24,625 23,188 1,437
Gain on sale (677) (677)
Interest expense 494 3 491
Interest income (790) 46 (744)
--------- --------- --------- ---------
Total 242,069 46 158,602 83,513
--------- --------- --------- ---------
Net loss before income taxes and cumulative
effect of change in accounting principle $ (26,748) $ 137,667 $ 158,602 $ (5,813)
========= ========= ========= =========
Basic and diluted loss per share before
cumulative effect of change in accounting
for preopening costs $ (2.33) $ (0.51)
</TABLE>
(1) Reflects the elimination of the income and costs and expenses of
Fuddruckers, Inc. and subsidiaries for the year ended June 28, 1998.
(2) Excludes transaction and severance costs estimated to be $7,539.
<PAGE>
UNIQUE CASUAL RESTAURANTS, INC.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
PERIOD ENDED SEPTEMBER 27, 1998
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
As Reported Pro Forma Adjustments (1)(2)
Historical Debit Credit Pro Forma
<S> <C> <C> <C> <C>
Revenues:
Sales $ 54,184 $ 33,934 $ 20,250
Franchising 831 669 162
----------- ----------- -----------
Total 55,015 34,603 20,412
----------- ----------- -----------
Costs and expenses:
Cost of sales and operating expenses 48,975 $ 30,973 18,002
Selling, general and administrative 3,363 1,088 2,275
Depreciation and amortization 1,390 655 735
Interest expense 63 - 63
Interest income (55) 8 - (47)
Other expense, net 40 - - 40
----------- ----------- ----------- -----------
Total 53,776 8 1,390 21,068
----------- ----------- ----------- -----------
Earnings before income taxes and cumulative
effect of change in accounting principle $ 1,239 $ 34,611 $ 32,716 $ (657)
=========== =========== =========== ===========
Basic and diluted earnings (loss) per share before
cumulative effect of change in accounting
for preopening costs $ 0.11 $ (0.06)
</TABLE>
(1) To eliminate the operating results of Fuddruckers
(2) Excludes transaction and severance costs estimated to be $7,539.
<PAGE>
UNIQUE CASUAL RESTAURANTS, INC.
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
AS OF SEPTEMBER 27, 1998
(In thousands)
<TABLE>
<CAPTION>
Historical
as Reported Debits Credits Pro Forma
<S> <C> <C> <C> <C>
ASSETS:
Cash and cash equivalents $(1,927) 43,000 (a) 8,061 (b) $24,263
102 (d) 3,351 (c)
5,500 (e)
Cash - restricted 2,602 102 (d) 2,500
Accounts and notes receivable, net 3,149 1,909 (c) 1,240
Inventory 4,375 3,344 (c) 1,031
Other current assets 2,162 1,398 (c) 764
------- -------
Total current assets 10,361 29,798
Intercompany accounts - -
Investment in subsidiaries 5,000 5,000
Investments in affiliates - -
Net property 74,126 43,889 (a) 30,237
Other assets - net 3,288 2,465 (b) 5,753
------- -------
Total assets 92,775 70,788
======= =======
LIABILITIES:
Accounts payable 10,294 5,607 (c) 4,687
Current portion of long-term debt 2,199 11 (c) 2,188
Accrued expenses 11,281 265 (b) 2,108 (b) 8,740
------- 4,384 (c) -------
Total current liabilities 23,774 15,615
Long-term debt 4,557 4,557
Other long-term liabilities 12,807 5,400 (e) 7,407
Redeemable preferred stock - -
------- -------
Total liabilities 41,138 27,579
------- -------
Retained earnings 50,398 50,398
Current earnings 1,239 889 (a) (7,189)
------- 7,439 (b) -------
Total stockholders' equity 51,637 100 (e) 43,209
------- -------
Total liabilities and stockholders' equity $92,775 $70,788
======= =======
</TABLE>
<PAGE>
Pro Forma Adjustments based upon the September 1998 balance sheet
<TABLE>
<CAPTION>
<S> <C> <C>
(a) Cash 43,000
Retained earnings 889
Net property 43,889
To record the sale of Fuddruckers
(b) Retained earnings 7,439
Assets held for sale 2,465
Accrued liabilities 265 2,108
Cash 8,061
To record settlement of obligations not assumed by buyer and
estimated transaction costs
(c) Current liabilities
Accounts payable 5,607
Long-term debt 11
Accrued Expenses 4,384
Current assets
Accounts receivable 1,909
Inventory 3,344
Other current assets 1,398
Cash 3,351
To record effect of working capital adjustment at September 27, 1998
(d) Cash 102
Restricted cash 102
To reflect changes in restricted cash
(e) Retained earnings 100
Long-term liabilities 5,400
Cash 5,500
To reflect settlement of Put/Call obligation
</TABLE>
7(c) Exhibits:
*2.1 Stock Purchase Agreement, dated as of July 31, 1998, by and among
Unique Casual Restaurants, Inc., King Cannon, Inc. and Champps
Entertainment, Inc.
* Incorporated herein by reference to the Annual Report on Form 10-K of
Unique Casual Restaurants, Inc. for the year ended June 28, 1998.
<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 hereunto duly authorized.
UNIQUE CASUAL RESTAURANTS, INC.
(Registrant)
By: /s/ Donald C. Moore
-------------------------------------
Donald C. Moore
Director, Chief Executive Officer,
Chief Financial Officer and Treasurer
(Principal Executive, Financial and
Accounting Officer)
Dated: January 14, 1999
