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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A-1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 29, 1996
OR
[ ] TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NO. 0-24502
ROCK BOTTOM RESTAURANTS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 84-1265838
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
248 CENTENNIAL PARKWAY, LOUISVILLE, COLORADO 80027
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(303) 664-4000
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
TITLE OF CLASS
--------------
Common Stock ($.01 par value)
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___
INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM
405 OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED, TO
THE BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION
STATEMENTS INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY
AMENDMENT TO THIS FORM 10-K [ ].
At March 25, 1997, 7,906,783 shares of common stock were outstanding.
At March 25, 1997, the aggregate market value of the voting stock held by
non-affiliates was approximately $66,201,000.
DOCUMENTS INCORPORATED BY REFERENCE.
Portions of the Registrant's Definitive Proxy Statement for the 1997
Annual Meeting of Stockholders, to be filed on or before April 28, 1997,
are incorporated by reference into Part III of this Form 10-K.
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PART IV
ITEM 14: EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Documents filed as part of this report:
1. Financial Statements.
Report of Independent Public Accountants
Consolidated Balance Sheets as of December 31, 1995 and
December 29, 1996
Consolidated Statements of Operations for the Years Ended
December 25, 1994, December 31, 1995, and December 29, 1996
Consolidated Statements of Stockholders' Equity for the Years
Ended December 25, 1994, December 31, 1995, and December 29,
1996
Consolidated Statements of Cash Flows for the Years Ended
December 25, 1994, December 31, 1995, and December 29, 1996
Notes to Consolidated Financial Statements
2. Financial Statement Schedules.
All financial statement schedules are omitted as they are not
applicable to the Company.
3. Exhibits.
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EXHIBIT
NO. DESCRIPTION OF EXHIBIT
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2 -- Form of Share Exchange Agreement and Amendment among the Company
and the Shareholders of the Predecessor Subsidiaries, filed as
Exhibit No. 2 to the Company's Registration Statement on Form S-1
(Registration No. 33-79898) and incorporated herein by reference.
3(i) -- Amended and Restated Certificate of Incorporation of the Company,
filed as Exhibit No. 3(i) to the Company's Registration Statement
on Form S-1 (Registration No. 33-79898) and incorporated herein
by reference.
3(ii) -- Bylaws of the Company, filed as Exhibit No. 3(ii) to the Company's
Annual Report on Form 10-K for the fiscal year ended December 25,
1994 and incorporated herein by reference.
10.1 -- Rock Bottom Restaurants, Inc. Equity Incentive Plan, filed as
Exhibit No. 4.1 to the Company's Registration Statement on Form
S-8 (Registration No. 33-94256) and incorporated herein by
reference.
10.2 -- Rock Bottom Restaurants, Inc. Nonemployee Directors' Stock Option
Plan, filed as Exhibit No. 4.2 to the Company's Registration
Statement on Form S-8 (Registration No. 33-94256) and
incorporated herein by reference.
10.3 -- Lease Agreement, dated September 1, 1978, between the Company and
Madeline Day, filed as Exhibit No. 10.3 to the Company's
Registration Statement on Form S-1 (Registration No. 33-79898)
and incorporated herein by reference.
10.4 -- Lease Agreement, dated March 15, 1986, as amended on June 21,
1995, between the Company and Lux/Day Northport, Ltd., filed as
Exhibit No. 10.4 to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1995.
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EXHIBIT
NO. DESCRIPTION OF EXHIBIT
- ------- ------------------------------------------------------------------
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10.5 -- Lease Agreement, dated June 8, 1989, between the Company and
Robert Greenlee, and Assignment, dated March 23, 1990, by Robert
Greenlee to the 1123 Walnut Corporation, filed as Exhibit No.
10.5 to the Company's Registration Statement on Form S-1
(Registration No. 33-79898) and incorporated herein by reference.
10.6 -- Lease Agreement, dated August 29, 1990, between the Company and
C.B. Partnership, filed as Exhibit No. 10.6 to the Company's
Registration Statement on Form S-1 (Registration No. 33-79898)
and incorporated herein by reference.
10.7 -- Lease Agreement, dated May 9, 1995, between the Company and Old
Chicago Colorado Springs Limited Partnership, filed as Exhibit No.
10.7 to the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1995.
10.8 -- Executive Bonus Plan, filed as Exhibit No. 10 to the Company's
Form 10-Q for the quarterly period ended June 30, 1996, and
incorporated herein by reference.
10.9 -- Real Estate Mortgage, dated June 27, 1996, between the Company and
Lakeside Bank, together with Promissory Note, filed as Exhibit No.
10 to the Company's Form 10-Q, as amended, for the quarterly
period ended September 29, 1996.
10.10 -- Loan Agreement for $20,000,000 Revolving Line of Credit from
Norwest Bank Colorado, National Association, First Security Bank
of Idaho, N.A., and West One Bank, Idaho to Rock Bottom
Restaurants, Inc., dated July 2, 1996, filed as Exhibit No. 2.1 to
the Company's Form 8-K dated July 2, 1996, and incorporated herein
by reference.
10.11 -- Stock Purchase Agreement, dated June 4, 1996, between Rock Bottom,
Trolley Barn, TBB Acquisition Group, Inc., TBB Holding Company,
and the TBB Shareholders, filed as Exhibit No. 2.2 to the
Company's Form 8-K dated July 2, 1996, and incorporated herein by
reference.
10.12 -- Lease Agreement, dated June 25, 1996, between the Company and
Dulcet L.L.C., Elaine C. Wong and Eugene B. Weisman, filed as
Exhibit 10.12 to the Company's Annual Report on Form 10-K for the
fiscal year ended December 29, 1996.
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EXHIBIT
NO. DESCRIPTION OF EXHIBIT
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21 -- Subsidiaries of the Company:
Old Chicago of Colorado, Inc., a Colorado corporation; Old Chicago
of Westminster, Inc., a Colorado corporation; Old Chicago of
Kansas, Inc., a Kansas corporation. Rock Bottom of Minneapolis,
Inc., a Colorado corporation; Rock Bottom of Texas, Inc., a Texas
corporation; Wadsworth Old Chicago, Inc., a Colorado corporation;
Walnut Brewery, Inc., a Colorado corporation; Rock Bottom Kansas
LLC, a Kansas limited liability company.
23.1 Consent of Arthur Andersen LLP, filed as Exhibit 23.1 to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 29, 1996.
27 Restated Financial Data Schedule, filed as Exhibit No. 27
(b) Reports on Form 8-K. There were no reports filed on Form 8-K
during the fourth quarter of 1996.
(c) Exhibits.
See Item 14(a)(3) above.
(d) Financial Statement Schedules.
All financial statement schedules are omitted as they are not
applicable to the Company.
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44
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SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Louisville, State of Colorado.
ROCK BOTTOM RESTAURANTS, INC.
Date: April 1, 1997
By: /s/ THERESA D. SHELTON
------------------------------
Theresa D. Shelton
Vice President Finance and
Assistant Secretary
(Principal Accounting Officer)
45
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
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<S> <C>
10.12 Lease Agreement, dated June 25, 1996, between the Company
and Dulcet L.L.C., Elaine C. Wong and Eugene B. Weisman, filed
as Exhibit 10.12 to the Company's Annual Report on Form 10-K
for the fiscal year ended December 29, 1996.
23.1 Consent of Arthur Andersen LLP, filed as Exhibit 23.1 to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 29, 1996.
27 Restated Financial Data Schedule.
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48
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 29,1996, AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<S> <C>
<PERIOD-TYPE> 12-mos
<FISCAL-YEAR-END> DEC-29-1996
<PERIOD-END> DEC-29-1996
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 849,104
<ALLOWANCES> 0
<INVENTORY> 2,206,139
<CURRENT-ASSETS> 6,860,552
<PP&E> 82,217,349
<DEPRECIATION> (9,942,059)
<TOTAL-ASSETS> 84,947,939
<CURRENT-LIABILITIES> 7,592,290
<BONDS> 11,563,619
0
0
<COMMON> 79,055
<OTHER-SE> 65,257,677
<TOTAL-LIABILITY-AND-EQUITY> 84,947,939
<SALES> 109,230,145
<TOTAL-REVENUES> 109,230,145
<CGS> 27,099,911
<TOTAL-COSTS> 103,875,021
<OTHER-EXPENSES> 1,364
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 300,544
<INCOME-PRETAX> 5,503,392
<INCOME-TAX> 1,478,309
<INCOME-CONTINUING> 4,025,083
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,025,083
<EPS-PRIMARY> .52
<EPS-DILUTED> .52
</TABLE>
