<PAGE>
PRANDIUM, INC.
UNAUDITED PRO FORMA CONDENSED BALANCE SHEET
As of June 25, 2000
(Dollars in thousands)
<TABLE>
<CAPTION>
Historical
June 25, Pro Forma
2000 Notes Adjustments Pro Forma
---------- ----- ----------- ---------
<S> <C> <C> <C> <C>
ASSETS
------
Current assets:
Cash and cash equivalents $ 2,562 A $ 88,463 $ 91,025
Restricted cash A 2,500 2,500
Receivables 2,223 0 2,223
Inventories 2,342 0 2,342
Other current assets 2,273 0 2,273
Property held for sale 51,802 B (51,802) 0
--------- -------- ---------
Total current assets 61,202 39,161 100,363
Property and equipment, net 132,786 0 132,786
Cost in excess of net assets of business acquired, net 65,439 0 65,439
Other assets 15,362 A,C 2,186 17,548
--------- -------- ---------
$ 274,789 $ 41,347 $ 316,136
========= ======== =========
LIABILITIES AND STOCKHOLDERS' DEFICIT
-------------------------------------
Current liabilities
Working capital borrowings $ 25,900 A $(25,900) $ 0
Current portion of long-term debt, including
capitalized lease obligations 2,185 0 2,185
Accounts payable 9,791 0 9,791
Current portion of self-insurance reserves 3,054 0 3,054
Other accrued liabilities 54,223 B,D 5,509 59,732
Income taxes payable 3,517 E 1,800 5,317
--------- -------- ---------
Total current liabilities 98,670 (18,591) 80,079
Self-insurance reserves 6,406 0 6,406
Other long-term liabilities 4,191 0 4,191
Long-term debt, including capitalized lease
obligation, less current portion 236,693 0 236,693
Stockholders' deficit
Common Stock 1,804 0 1,804
Additional paid-in capital 222,353 0 222,353
Accumulated deficit (295,328) A,B,C,D,E 59,938 (235,390)
--------- -------- ---------
Total stockholders' deficit (71,171) 59,938 (11,233)
--------- -------- ---------
$ 274,789 $ 41,347 $ 316,136
========= ======== =========
</TABLE>
<PAGE>
PRANDIUM, INC.
UNAUDITED PRO FORMA CONDENSED STATEMENT OF OPERATIONS
For The Fiscal Year Ended December 26, 1999
(Dollars in thousands, except per share amounts)
<TABLE>
<CAPTION>
Historical
Fiscal Year
Ended
December 26, Pro Forma
1999 Notes Adjustments Pro Forma
----------------- ----- ---------------- -------------
<S> <C> <C> <C>
Sales $ 536,579 F $ (214,679) $ 321,900
Product cost 141,881 F (52,719) 89,162
Payroll and related costs 190,772 F (75,764) 115,008
Occupancy and other operating expenses 139,153 F (53,061) 86,092
Depreciation and amortization 28,031 F (10,111) 17,920
General and administrative expenses 32,742 F, G (7,711) 25,031
Opening costs 2,879 F (1,147) 1,732
Loss on disposition of properties, net 5,265 F (413) 4,852
Provision for divestitures and write down of long-
lived assets 484 F (222) 262
------------- ------------ ------------
Total costs and expenses 541,207 (201,148) 340,059
Operating income (loss) (4,628) 13,531 (18,159)
Interest expense, net 31,371 C, D, F (4,621) 26,750
------------- ------------ ------------
Income (loss) before income tax provision (35,999) 8,910 (44,909)
Income tax provision 492 F, H (42) 450
------------- ------------ ------------
Net income (loss) $ (36,491) $ 8,868 (45,359)
============= ============ ============
Net loss per share - basic and diluted $ (0.20) (0.25)
============= ============
Weighted average shares outstanding - basic
and diluted 180,380,513 180,380,513
============= ============
</TABLE>
<PAGE>
PRANDIUM, INC.
UNAUDITED PRO FORMA CONDENSED STATEMENT OF OPERATIONS
For The Six Months Ended June 26, 2000
(Dollars in thousands, except per share amounts)
<TABLE>
<CAPTION>
Historical
Six Months
Ended
June 25, Pro Forma
1999 Notes Adjustments Pro Forma
-------------- ----- -------------- -------------
<S> <C> <C> <C> <C>
Sales $ 270,969 F $ (111,499) $ 159,470
Product cost 70,354 F (27,493) 42,861
Payroll and related costs 96,016 F (38,765) 57,251
Occupancy and other operating expenses 70,696 F (26,433) 44,263
Depreciation and amortization 14,050 F (5,291) 8,759
General and administrative expenses 15,476 F, G (3,680) 11,796
Opening costs 86 F (12) 74
Loss on disposition of properties, net 454 F (259) 195
------------- ------------ -----------
Total costs and expenses 267,132 (101,933) 165,199
Operating income (loss) 3,837 9,566 (5,729)
Interest expense, net 17,149 C, D, F (2,012) 15,137
------------- ------------ -----------
Income (loss) before income tax provision (13,312) 7,554 (20,866)
Income tax provision 254 F, H (20) 234
------------- ------------ -----------
Net income (loss) $ (13,566) $ 7,534 $ (21,100)
============= ============ ===========
Net loss per share - basic and diluted $ (0.08) $ (0.12)
============= ===========
Weighted average shares outstanding - basic
and diluted 180,380,513 180,380,513
============= ===========
</TABLE>
<PAGE>
PRANDIUM, INC.
NOTES TO UNAUDITED PRO FORMA CONDENSED
FINANCIAL INFORMATION
(Dollars in Thousands)
A. To record net cash proceeds resulting from the transaction, which are
calculated below:
<TABLE>
<S> <C>
Proceeds from the sale of the El Torito Division, net of outstanding debt of $9,751 $ 119,749
Repayment of working capital borrowings (25,900)
Payment of interest expense (458)
Restricted cash in escrow account - release date April 1, 2001 (2,500)
Restricted cash in escrow account - release dates from December 31, 2001
through April 30, 2002 (2,500)
Other, net 72
---------
Net proceeds $ 88,463
=========
</TABLE>
B. To give effect to the completion of the sale by eliminating the assets held
for sale in the amount of $51,802 and recording expenses incurred in
connection with the sale of $5,754.
C. To eliminate unamortized debt issuance costs of $314 and related
amortization of debt issuance costs associated with the repayment of the
working capital borrowings of $213 and $105 for the fiscal year ended
December 26, 1999 and the six months ended June 25, 2000, respectively.
D. To eliminate accrued interest of $245 and related interest expense
associated with the outstanding working capital borrowings of $1,062 and
$1,373 for the fiscal year ended December 26, 1999 and the six months ended
June 25, 2000, respectively.
E. To record the Federal income tax liability of $1,800 resulting from the
completion of the sale.
F. To eliminate the results of operations of the El Torito Division with
respect to sales of $214,679 and $111,499, product cost of $52,719 and
$27,493, payroll and related costs of $75,764 and $38,765, occupancy and
other operating expenses of $53,061 and $26,433, depreciation and
amortization of $10,111 and $5,291, general and administrative expenses of
$11,288 and $5,631, opening costs of $1,147 and $12, loss on disposition of
properties, net of $413 and $259, provision for divestitures of $222 and $0,
interest expense of $3,346 and $534, and income tax provision of $276 and
$2,780 for the fiscal year ended December 26, 1999 and the six months ended
June 25, 2000, respectively.
G. To record the allocated corporate general and administrative expenses, net
of those expenses that would be eliminated as a result of the sale of the
El Torito Division of $3,577 and $1,951 for the fiscal year ended December
26, 1999 and the six months ended June 25, 2000, respectively. General and
administrative expenses do not reflect the impact of further cost reductions
that management believes may be realized subsequent to the divestment.
H. To record adjustments of $234 and $2,760 to give effect to the income tax
provision of $450 and $234 for the fiscal year ended December 26, 1999 and
the six months ended June 25, 2000, respectively.
<PAGE>
PRANDIUM, INC.
NOTES TO UNAUDITED PRO FORMA CONDENSED
FINANCIAL INFORMATION - (Continued)
(Dollars in Thousands)
Reconciliation of Certain Adjustments to Unaudited Pro Forma Condensed Financial
Information
Balance Sheet:
(1) Other accrued liabilities:
Expenses incurred in connection with the sale (B) $5,754 less elimination
of accrued interest (D) ($245) = $5,509
(2) Accumulated deficit:
Proceeds of (A) $119,749 less payment of interest expense ($458) net of
other of $72, less the elimination of unamortized debt issuance costs of
(C) ($314), plus the elimination of accrued interest (D) $245, less the
Federal income tax liability of (E) ($1,800), less the elimination of the
assets held for sale (B) of ($51,802) and expenses incurred in connection
with the sale of ($5,754) = $59,938
Statement of Operations (fiscal year ended December 26, 1999):
(1) General and administrative expenses:
Elimination of the results of operations of the El Torito Division (F) of
($11,288) net of the allocated corporate general and administrative
expenses (G) $3,577 = ($7,711)
(2) Interest expense:
Eliminate amortization of debt issuance costs (C) ($213) plus eliminate
interest expense on outstanding working capital borrowings (D) ($1,062)
plus elimination of the results of operations of the El Torito Division (F)
($3,346) = ($4,621)
(3) Income tax provision:
Elimination of the results of operations of the El Torito Division (F) of
($276) and record an adjustment to the income tax provision (H) $234 =
($42)
Statement of Operations (six months ended June 25, 2000):
(1) General and administrative expenses:
Elimination of the results of operations of the El Torito Division (F) of
($5,631) net of the allocated corporate general and administrative expenses
(G) $1,951 = ($3,680)
(2) Interest expense:
Eliminate amortization of debt issuance costs (C) ($105) plus eliminate
interest expense on outstanding working capital borrowings (D) ($1,373)
plus elimination of the results of operations of the El Torito Division (F)
($534) = ($2,012)
(3) Income tax provision:
Elimination of the results of operations of the El Torito Division (F) of
($2,780) and record an adjustment to the income tax provision (H) $2,760 =
($20)
