<PAGE> 1
UNITED STATES 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 March 30, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________ to _____________
American Restaurant Group, Inc.
-------------------------------
(Exact name of registrant as specified in its charter)
Delaware 33-48183 33-0193602
- ------------------------------- ---------------- -------------------
(State or other jurisdiction of (Commission File (I.R.S. employer
incorporation or organization) Number) identification no.)
450 Newport Center Drive
Newport Beach, CA 92660
(949) 721-8000
-------------------------------------------------------------
(Address and telephone number of principal executive offices)
--------------------------------------------------
Former name, former address and former fiscal year
if changed since last report.
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 outstanding shares of the Company's Common Stock (one cent par
value) as of May 4, 1998 was 128,081.
<PAGE> 2
AMERICAN RESTAURANT GROUP, INC.
INDEX
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS:
Consolidated Condensed Balance Sheets............................. 1
Consolidated Statements of Operations............................. 3
Consolidated Statements of Cash Flows............................. 4
Notes to Consolidated Condensed Financial Statements.............. 5
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS..................... 6
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS............... 9
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.................................. 9
</TABLE>
<PAGE> 3
'
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS:
AMERICAN RESTAURANT GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
DECEMBER 29, 1997 AND MARCH 30, 1998
<TABLE>
<CAPTION>
ASSETS December 29, March 30,
1997 1998
------------ ------------
(unaudited)
<S> <C> <C>
CURRENT ASSETS:
Cash $ 5,737,000 $ 6,209,000
Accounts and notes receivable, net of reserve of
$916,000 and $927,000 at December 29, 1997
and March 30, 1998, respectively 6,606,000 5,866,000
Inventories 5,893,000 5,703,000
Prepaid expenses 3,142,000 2,708,000
------------ ------------
Total current assets 21,378,000 20,486,000
------------ ------------
PROPERTY AND EQUIPMENT:
Land and land improvements 5,610,000 5,611,000
Buildings and leasehold improvements 110,800,000 111,147,000
Fixtures and equipment 85,603,000 86,168,000
Property held under capital leases 12,375,000 12,375,000
Construction in progress 1,827,000 3,077,000
------------ ------------
216,215,000 218,378,000
Less-- Accumulated depreciation 123,893,000 126,406,000
------------ ------------
92,322,000 91,972,000
------------ ------------
OTHER ASSETS-- NET 38,311,000 43,257,000
------------ ------------
Total Assets $152,011,000 $155,715,000
============ ============
</TABLE>
The accompanying notes are an integral part
of these consolidated condensed statements.
(consolidated condensed balance sheets continued on the following page)
1
<PAGE> 4
<TABLE>
<CAPTION>
LIABILITIES AND COMMON STOCKHOLDERS' December 29, March 30,
EQUITY 1997 1998
------------ ------------
(unaudited)
<S> <C> <C>
CURRENT LIABILITIES:
Accounts payable $ 29,420,000 $ 24,494,000
Accrued liabilities 18,021,000 12,962,000
Accrued insurance 11,251,000 4,109,000
Accrued interest 7,514,000 1,843,000
Accrued payroll costs 10,861,000 10,017,000
Current portion of obligations
under capital leases 926,000 929,000
Current portion of long-term debt 537,000 1,109,000
------------ ------------
Total current liabilities 78,530,000 55,463,000
------------ ------------
LONG-TERM LIABILITIES, net of current portion:
Obligations under capital leases 7,517,000 7,280,000
Long-term debt 172,419,000 159,244,000
------------ ------------
Total long-term liabilities 179,936,000 166,524,000
------------ ------------
DEFERRED GAIN 5,283,000 5,186,000
------------ ------------
COMMITMENTS AND CONTINGENCIES
CUMULATIVE PREFERRED STOCK,
MANDATORILY REDEEMABLE - 33,239,000
------------ ------------
REDEEMABLE CUMULATIVE PREFERRED STOCK:
Redeemable cumulative senior
preferred stock, $0.01 par value;
1,400,000 shares authorized,
no shares issued or outstanding - -
Redeemable cumulative junior
preferred stock, $0.01 par value;
100,000 shares authorized,
no shares issued or outstanding - -
COMMON STOCKHOLDERS' EQUITY:
Common stock, $0.01 par value; 1,000,000
shares authorized; 93,150 and 128,081
shares issued and outstanding at
December 29, 1997 and March 30, 1998,
respectively 1,000 1,000
Paid-in capital 63,246,000 59,646,000
Accumulated deficit (174,985,000) (164,344,000)
------------ ------------
Total common stockholders' deficit (111,738,000) (104,697,000)
------------ ------------
Total liabilities and common
stockholders' equity $152,011,000 $155,715,000
============ ============
</TABLE>
The accompanying notes are an integral part of these
consolidated condensed statements.
2
<PAGE> 5
AMERICAN RESTAURANT GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THIRTEEN WEEKS ENDED MARCH 31, 1997 and MARCH 30, 1998
(UNAUDITED)
<TABLE>
<CAPTION>
Thirteen Weeks Ended
----------------------------------
March 31, March 30,
1997 1998
------------ ------------
<S> <C> <C>
REVENUES $114,110,000 $112,122,000
RESTAURANT COSTS:
Food and beverage 36,350,000 35,605,000
Payroll 34,694,000 33,202,000
Direct operating 28,306,000 27,234,000
Depreciation and amortization 4,823,000 3,749,000
GENERAL AND ADMINISTRATIVE EXPENSES 6,137,000 5,309,000
------------ ------------
Operating profit (loss) 3,800,000 7,023,000
INTEREST EXPENSE, net 5,925,000 5,521,000
------------ ------------
Income (loss) before provision for income
taxes and extraordinary gain (2,125,000) 1,502,000
PROVISION FOR INCOME TAXES 3,000 4,000
------------ ------------
Income (loss) before extraordinary gain (2,128,000) 1,498,000
EXTRAORDINARY GAIN ON EXTINGUISHMENT OF DEBT - 9,562,000
------------ ------------
Net income (loss) $ (2,128,000) $ 11,060,000
============ ============
</TABLE>
The accompanying notes are an integral part of these
consolidated condensed statements.
3
<PAGE> 6
AMERICAN RESTAURANT GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THIRTEEN WEEKS ENDED MARCH 31, 1997 AND MARCH 30, 1998
(UNAUDITED)
<TABLE>
<CAPTION>
March 31, March 30,
1997 1998
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Cash received from customers $114,669,000 $112,862,000
Cash paid to suppliers and employees (111,718,000) (111,532,000)
Interest paid, net (4,660,000) (11,171,000)
Income taxes paid (4,000) (4,000)
------------ ------------
Net cash used in operating activities (1,713,000) (9,845,000)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (2,272,000) (2,256,000)
Net (increase) decrease in other assets 342,000 (53,000)
Proceeds from disposition of assets 9,000 -
Sale/Leaseback costs included in deferred gain (61,000) -
------------ --------
Net cash used in investing activities (1,982,000) (2,309,000)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on indebtedness (100,000) (155,689,000)
Borrowings on indebtedness 1,199,000 155,215,000
Net increase in deferred debt costs (1,302,000) (10,351,000)
Costs included in extraordinary gain on extinguishment
of debt - (1,686,000)
Issuance of cumulative preferred stock - 35,000,000
Cost related to issuance of cumulative preferred
stock - (2,179,000)
Payments on insurance related financing - (7,450,000)
Payments on capital lease obligations (218,000) (234,000)
------------ ------------
Net cash provided by (used in) financing activities (421,000) 12,626,000
------------ ------------
NET INCREASE (DECREASE) IN CASH (4,116,000) 472,000
CASH, at beginning of period 7,493,000 5,737,000
------------ ------------
CASH, at end of period $ 3,377,000 $ 6,209,000
============ ============
RECONCILIATION OF NET INCOME (LOSS) TO NET CASH
USED IN OPERATING ACTIVITIES:
Net income (loss) $ (2,128,000) $ 11,060,000
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities:
Extraordinary gain on
extinguishment of debt - (9,562,000)
Depreciation and amortization 4,823,000 3,749,000
Loss on disposition of assets 13,000 -
Amortization of deferred gain (123,000) (97,000)
Accretion on indebtedness 27,000 21,000
(Increase) decrease in current assets:
Accounts and notes receivable, net 559,000 740,000
Inventories (116,000) 190,000
Prepaid expenses 90,000 246,000
Increase (decrease) in current liabilities:
Accounts payable (282,000) (4,926,000)
Accrued liabilities (4,324,000) (5,059,000)
Accrued insurance (1,486,000) 308,000
Accrued interest 1,238,000 (5,671,000)
Accrued payroll (4,000) (844,000)
------------ ------------
Net cash used in operating activities $ (1,713,000) $ (9,845,000)
============ ============
</TABLE>
The accompanying notes are an integral part of these
consolidated condensed statements.
4
<PAGE> 7
AMERICAN RESTAURANT GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
1. MANAGEMENT OPINION
The Consolidated Condensed Financial Statements included herein have
been prepared by the Company, without audit, in accordance with
Securities and Exchange Commission Regulation S-X. In the opinion of
management of the Company, these Consolidated Condensed Financial
Statements contain all adjustments (all of which are of a normal
recurring nature) necessary to present fairly the Company's financial
position as of December 29, 1997 and March 30, 1998, and the results
of its operations and its cash flows for the thirteen weeks ended
March 31, 1997 and March 30, 1998. The Company's results for an
interim period are not necessarily indicative of the results that may
be expected for the year.
Although the Company believes that all adjustments necessary for a
fair presentation of the interim periods presented are included and
that the disclosures are adequate to make the information presented
not misleading, it is suggested that these Consolidated Condensed
Financial Statements be read in conjunction with the Consolidated
Financial Statements and notes thereto included in the Company's
annual report on Form 10-K, File No. 33-48183, for the year ended
December 29, 1997 and the Company's current report on Form 8-K, File
No. 33-48183, dated March 3, 1998.
2. CUMULATIVE PREFERRED STOCK, MANDATORILY REDEEMABLE
On February 25, 1998, as part of a recapitalization plan, the Company
issued 35,000 preferred stock units consisting of $1,000 initial
liquidation preference of 12% senior pay-in-kind mandatorily
redeemable cumulative preferred stock ("Cumulative Preferred Stock")
and one common stock purchase warrant ("Warrant") initially to
purchase 2.66143 shares of the Company's common stock at an initial
exercise price of one cent per share.
Costs of approximately $2.2 million were incurred in connection with
the issuance of the Cumulative Preferred Stock. These costs were
recorded on the Company's balance sheet as a reduction to the $35.0
million Cumulative Preferred Stock and are being amortized as a direct
charge to retained earnings using the straight-line method over the
life of the stock.
Dividends on the Cumulative Preferred Stock accrue at a rate of 12%
per annum payable semiannually on February 15 and August 15 of each
year. The Company may, at its option, pay dividends in cash or in
additional shares of Cumulative Preferred Stock. The Cumulative
Preferred Stock may be redeemed in whole or in part, at the Company's
option, at 110% at the liquidation preference plus accrued and unpaid
dividends but must be redeemed at 110% of the liquidation preference
plus accrued and unpaid dividends on August 15, 2003. The Cumulative
Preferred Stock does not have any voting rights.
3. COMMON STOCK
Concurrent with the recapitalization plan, the Company issued 34,931
shares of common stock to six members of the Company's management at a
price of one cent per share and common stock Warrants as part of the
preferred stock units mentioned above. Each Warrant entitles the
holder to purchase 2.66143 shares of the Company's common stock at an
initial exercise price of one cent per share. The Warrants are
exercisable at any time and expire on the earlier of the date the
Company consummates a public offering of common stock or August 15,
2008. The initial values of the shares of common stock and the
Warrants were immaterial.
5
<PAGE> 8
4. INCOME TAX
The Company provided a minimal tax provision against its pre-tax
income in 1998 due to the availability of net operating loss
carryforwards against which a reserve had previously been established.
5. COMPREHENSIVE INCOME
Effective December 30, 1997, the Company adopted Statement of
Financial Accounting Standards ("SFAS") No. 130 Reporting
Comprehensive Income. There were no differences between the
Company's net income (loss), as reported, and comprehensive income.
6. SUBSIDIARY GUARANTORS
Separate financial statements of the Company's subsidiaries are not
included in this report on Form 10-Q because the subsidiaries are
fully, unconditionally jointly and severally liable for the
obligations of the Company under the Company's 11.5% Senior Secured
Notes, due 2003, and the aggregate net assets, earnings and equity of
such subsidiary guarantors are substantially equivalent to the net
assets, earnings and equity of the Company on a consolidated basis.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion and analysis of American Restaurant Group, Inc.'s
financial condition and results of operations should be read in conjunction with
the historical financial information included in the Consolidated Condensed
Financial Statements.
RESULTS OF OPERATIONS
Thirteen weeks ended March 31, 1997 and March 30, 1998:
Revenues. Total revenues decreased from $114.1 million in the first quarter of
1997 to $112.1 million in the first quarter of 1998. Same-store-sales increased
0.6%. During the thirteen weeks ended March 30, 1998, the Company closed one
restaurant. There were 244 restaurants operating as of March 31, 1997 and 230
operating as of March 30, 1998.
Black Angus revenues increased 1.6% to $70.8 million in the first quarter of
1998 as compared to the same period in 1997. The increase was due to a $2.6
million increase in same-store-sales (excluding late-night entertainment and
discontinued lunch)and a $1.0 million increase related to three new stores
opened in the first quarter of 1997 partially offset by a $1.6 million decrease
from two closed restaurants, a $0.8 million decrease due to the closure of
late-night entertainment at 13 restaurants, and a $0.1 million decrease due to
discontinued lunch at one restaurant. The Company closed one restaurant during
the thirteen weeks ended March 30, 1998. Same-store-sales increased 4.0% (2.5%
including late-night entertainment and discontinued lunch) in 1998.
Grandy's revenues decreased 9.4% to $18.5 million in the first quarter of 1998
as compared to the same period in 1997. The decrease resulted from a $1.2
million decline due to the closure of 14 poor performing restaurants during 1997
and a $0.7 million, or a 3.9%, decline in same-store-sales. Franchise revenues
were constant.
Revenues from other concepts (Spoons, Spectrum and National Sports Grill)
decreased 5.1% to $22.8 million in the first quarter of 1998 compared to the
same quarter in 1997. The decrease resulted from a $0.9 million decline due to
the closure of three restaurants during 1997 and $0.3 million, or 1.4%, decline
in same-store-sales.
Food and Beverage Costs. As a percentage of revenues, food and beverage costs
decreased slightly from 31.9% in the first quarter of 1997 to 31.8% in the first
quarter of 1998.
Payroll Costs. As a percentage of revenues, labor costs decreased from 30.4% in
the first quarter of 1997 to 29.6% in the first quarter of 1998. The decrease
was primarily due to lower unit staff payroll cost at Grandy's as a result of
closing 14 poor performing restaurants during 1997.
6
<PAGE> 9
Direct Operating Costs. Direct operating costs consist of occupancy, advertising
and other expenses incurred by individual restaurants. As a percentage of
revenues, these costs decreased from 24.8% in the first quarter of 1997 to 24.3%
in the first quarter of 1998. The decrease was primarily due to lower general
liability expense and occupancy costs partially offset by higher advertising
expenses.
Depreciation and Amortization. Depreciation and amortization consists of
depreciation of fixed assets used by individual restaurants, divisions and
corporate offices, as well as amortization of intangible assets. As a percentage
of revenues, depreciation and amortization decreased from 4.2% in the first
quarter of 1997 to 3.3% in the first quarter of 1998. The decrease was primarily
due to the reduction in amortization of deferred debt costs related to the
refinancing of the Company's debt in the first quarter of 1998.
General and Administrative Expenses. General and administrative expenses
decreased from $6.1 million in the first quarter of 1997 to $5.3 million in the
first quarter of 1998. The decrease was primarily due to a reduction in
corporate overhead expenses. General and administrative expenses as a percentage
of revenues decreased from 5.4% to 4.7%.
Operating Profit. Due to the above items, operating profit increased from $3.8
million in the first quarter of 1997 to $7.0 million in the first quarter of
1998. As a percentage of revenues, operating profit increased from 3.3% to 6.3%.
Interest Expense - Net. Interest expense decreased from $5.9 million in the
first quarter of 1997 to $5.5 million in the first quarter of 1998. The decrease
was primarily due to the refinancing of the Company's debt in February 1998. The
Company's average stated interest rate increased slightly from 12.3% in the
first quarter of 1997 to 12.5% in the first quarter of 1998. The weighted
average debt balance (excluding capitalized lease obligations) decreased from
$171.1 million in the first quarter of 1997 to $166.6 million in the first
quarter of 1998.
Extraordinary Gain. The company recognized an extraordinary gain of $9.6 million
on the extinquishment of debt in the first quarter of 1998. This gain resulted
from the refinancing of the Company's debt in February, 1998.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary sources of liquidity are cash flow from operations and
borrowings under its credit facilities. The Company requires capital principally
for the acquisition and construction of new restaurants, the remodeling of
existing restaurants and the purchase of new equipment and leasehold
improvements. As of March 30, 1998, the Company had cash of $6.2 million.
In general, restaurant businesses do not have significant accounts receivable
because sales are made for cash or by credit card vouchers which are ordinarily
paid within three to five days, and do not maintain substantial inventory as a
result of the relatively brief shelf life and frequent turnover of food
products. Additionally, restaurants generally are able to obtain trade credit in
purchasing food and restaurant supplies. As a result, restaurants are frequently
able to operate with working capital deficits, i.e., current liabilities exceed
current assets. At March 30, 1998, the Company had a working capital deficit of
$35.0 million.
The Company estimates that capital expenditures of $6.0 million to $10.0 million
are required annually to maintain and refurbish its existing restaurants. In
addition, the Company spends approximately $10.0 million to $13.0 million
annually for repairs and maintenance which are expensed as incurred. Other
capital expenditures, which are generally discretionary, are primarily for the
construction of new restaurants and for expanding, reformatting and extending
the capabilities of existing restaurants and for general corporate purposes.
Total capital expenditures year-to-date were $2.3 million in both 1996 and 1997.
The Company estimates that capital expenditures in 1998 will be approximately
$12.0 million. The Company intends to open new restaurants with small capital
outlays and to finance most of the expenditures through operating leases.
7
<PAGE> 10
On February 25, 1998 the Company completed a recapitalization plan (the
"Recapitalization Plan") which included, among other things, the issuance by the
Company of (a) $155.0 million of the 11.5% senior secured notes due 2003 (the
"Notes") and (b) 35,000 preferred stock units of the Company, each unit
consisting of $1,000 initial liquidation preference of 12% senior pay-in-kind
mandatorily redeemable cumulative preferred stock and one common stock purchase
warrant initially to purchase 2.66143 shares of common stock at an initial
exercise price of one cent per share.
Also as part of the Recapitalization Plan, the Company concurrently (a) redeemed
at par senior secured notes of $126.4 million together with accrued and penalty
interest thereon and repaid certain other interest-bearing short-term
liabilities, (b) repurchased its existing 10.25% subordinated notes at 65% of
the aggregate principal amount of $45.0 million together with accrued and
penalty interest thereon, and canceled the related warrants to purchase common
stock of the Company's parent, American Restaurant Group Holdings, Inc.
("Holdings") and (c) established a $15.0 million revolving credit facility to
include letters of credit. Letters of credit outstanding as of May 4, 1998 were
$5.1 million. A quarterly fee of 0.5% per annum is payable on the unused portion
of the revolving credit facility and a fee of 2.5% per annum is payable on
outstanding letters of credit.
As an additional component of the Recapitalization Plan, Holdings extended the
accretion period on its senior discount debentures due 2005 (the "Holdings
Debentures"), from June 15, 1999 to maturity on December 15, 2005, and amended
certain provisions of the Holdings Debentures. The Holdings Debentures will
accrete at a rate of 14.25%, compounded semi-annually. Certain holders of the
Holdings Debentures with an accreted value of approximately $10.8 million
surrendered such debentures for cancellation and received $3.6 million
principal amount of the Notes, which was in addition to the $155.0 million of
the Notes sold as mentioned above. The Notes issued in lieu of Holdings
Debentures were recorded as a non-cash distribution to Holdings by the Company.
Substantially all assets of the Company are pledged to its senior lenders. In
addition, the subsidiaries have guaranteed the indebtedness owed by the Company
and such guarantee is secured by substantially all of the assets of the
subsidiaries. In connection with such indebtedness, contingent and mandatory
prepayments may be required under certain specified conditions and events. There
are no compensating balance requirements.
Although the Company is highly leveraged, based upon current levels of
operations and anticipated growth, the Company expects that cash flows generated
from operations together with its other available sources of liquidity will be
adequate to make required payments of principal and interest on its
indebtedness, to make anticipated capital expenditures and to finance working
capital requirements. However, the Company does not expect to generate
sufficient cash flow from operations in the future to pay the Notes upon
maturity and, accordingly, it expects to refinance all or a portion of such
debt, obtain new financing or possibly sell assets.
RECENT ACCOUNTING PRONOUNCEMENTS
SFAS No. 131 Disclosures about Segments of an Enterprise and Related Information
was issued in June 1997. The Company anticipates reporting three restaurant
segments: "Black Angus", "Grandy's" and "Other Concepts". Other Concepts will
include the Company's Spoons, Spectrum and National Sports Grill divisions. The
Company adopted SFAS No. 131 in 1998 and anticipates providing segment
disclosures as of December 28, 1998.
Statement of Position ("SOP") No. 98-5 Reporting on the Costs of Start-up
Activities was issued in April 1998. SOP NO. 98-5 requires costs of start-up
activities and organization costs to be expensed as incurred. The Company has
historically accumulated costs incurred in connection with opening a new
restaurant and amortized
8
<PAGE> 11
these costs over the initial year of operations. Any previously deferred
preopening costs as of the beginning of fiscal year 1999 will be recognized as
the cumulative effect of an accounting method change. New restaurant openings
are typically staggered throughout the year and, therefore, the Company does not
anticipate the adoption of SOP No. 98-5 to materially affect the Company's
financial statements. Preopening costs were immaterial as of March 30, 1998.
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On April 1, 1998, by written consent of the shareholders, Robert D. Beyer and
Jeffry K. Weinhuff were elected to the Board of Directors of the Company.
On April 24, 1998, by written consent of the shareholders, George G. Golleher
was elected to the Board of Directors of the Company, bringing the total number
of board members to five.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) List of Exhibits
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
27.1 Financial Data Schedule, which is submitted
electronically to the Securities and Exchange
Commission for information only.
</TABLE>
9
<PAGE> 12
SIGNATURE
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.
AMERICAN RESTAURANT GROUP, INC.
-------------------------------
(Registrant)
Date: May 11, 1998 By: /s/WILLIAM J. MCCAFFREY, JR.
------------------------------ ----------------------------
William J. McCaffrey, Jr.
Vice President, Chief
Financial Officer
10
<PAGE> 13
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Number Description
- -------------- -----------
<S> <C>
27.1 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AS OF MARCH 30, 1998 AND THE CONSOLIDATED STATEMENT
OF INCOME FOR THE THREE MONTHS ENDED MARCH 30, 1998 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH CONSOLIDATED FINANCIAL STATEMENTS ON FORM 10-Q.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-28-1998
<PERIOD-START> DEC-30-1997
<PERIOD-END> MAR-30-1998
<CASH> 6,209,000
<SECURITIES> 0
<RECEIVABLES> 6,793,000
<ALLOWANCES> 927,000
<INVENTORY> 5,703,000
<CURRENT-ASSETS> 20,486,000
<PP&E> 218,378,000
<DEPRECIATION> 126,406,000
<TOTAL-ASSETS> 155,715,000
<CURRENT-LIABILITIES> 55,463,000
<BONDS> 0
0
0
<COMMON> 1,000
<OTHER-SE> (104,698,000)
<TOTAL-LIABILITY-AND-EQUITY> 155,715,000
<SALES> 112,122,000
<TOTAL-REVENUES> 112,122,000
<CGS> 35,605,000
<TOTAL-COSTS> 60,436,000
<OTHER-EXPENSES> 3,749,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,521,000
<INCOME-PRETAX> 1,502,000
<INCOME-TAX> 4,000
<INCOME-CONTINUING> 1,498,000
<DISCONTINUED> 0
<EXTRAORDINARY> 9,562,000
<CHANGES> 0
<NET-INCOME> 11,060,000
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
