<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
[X] Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the fiscal year ended December 28, 1997
[ ] Transition Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from _______________ to _______________
Commission file number: 0-26400
-------------
LOGAN'S ROADHOUSE, INC.
-------------------------------------------------------
(Exact Name of Registrant in Its Charter)
Tennessee 62-1602074
- --------------------------------- ----------------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
565 Marriott Drive, Suite 490
Nashville, Tennessee 37214
- ---------------------------------------- ----------------------------
(Address of Principal Executive Offices) (zip code)
Registrant's telephone number, including area code: (615) 885-9056
------------------
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which Registered
---------------------- -----------------------------------------
None None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.01 par value per share
--------------------------------------------------
(Title of Class)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act 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. [ ]
The aggregate market value of the shares of Common Stock of the
registrant held by non-affiliates on March 25, 1998 was approximately
$153,957,195 million based upon the closing sales price of these shares as
reported on The Nasdaq Stock Market's National Market on March 25, 1998.
As of March 25, 1998, 7,147,679 shares of the registrant's Common Stock
were outstanding.
<PAGE> 2
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Proxy Statement for the Annual Meeting of
Shareholders to be held on May 7, 1998 are incorporated by reference into Part
III of this Form 10-K.
This Annual Report on Form 10-K and other information that is provided
by the Company contain forward-looking statements, including those regarding the
opening of additional restaurants, planned capital expenditures, the adequacy of
the Company's capital resources and other statements regarding trends relating
to various revenue and expense items. These statements are subject to a number
of risks and uncertainties beyond the Company's control that could cause the
Company's actual results to differ materially from those projected in such
forward-looking statements. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations - Risk Factors."
PART I
ITEM 1. BUSINESS
GENERAL
Logan's Roadhouse, Inc. ("Logan's Roadhouse" or the "Company") operates
29 Company-owned Logan's Roadhouse restaurants and franchises three Logan's
Roadhouse restaurants, all of which feature steaks, ribs, chicken and seafood
dishes in a distinctive atmosphere reminiscent of an American roadhouse. The
Logan's Roadhouse concept is designed to appeal to a broad range of customers by
offering generous portions of moderately-priced, high quality food in a very
casual, relaxed dining environment that is lively and entertaining. The
restaurants are open seven days a week for lunch and dinner and offer full bar
service. The Logan's Roadhouse menu is designed to appeal to a wide variety of
tastes, emphasizing extra-aged, hand-cut USDA choice steaks and signature dishes
such as fried green tomatoes, baked sweet potatoes and made-from-scratch yeast
rolls.
The first Logan's Roadhouse restaurant opened in 1991 in Lexington,
Kentucky and was acquired by the Company in 1992. See "History and
Reorganization." Since then, the Company has opened 28 additional Logan's
Roadhouse restaurants in Alabama, Georgia, Indiana, Kentucky, Louisiana,
Tennessee and West Virginia and franchised two Logan's Roadhouse restaurants in
Oklahoma and one in South Carolina.
THE LOGAN'S ROADHOUSE CONCEPT
The Logan's Roadhouse concept is designed to appeal to a broad range of
customers by offering a wide variety of items in a very casual, relaxed dining
atmosphere that is lively and entertaining. The key elements of the Logan's
Roadhouse concept include the following:
Atmosphere. The lively, country "honky-tonk" atmosphere of Logan's
Roadhouse restaurants seeks to appeal to families, couples, single adults and
business persons. The Company's spacious restaurants are constructed of
rough-hewn cedar siding in combination with bands of corrugated metal outlined
in double-striped, red neon. The
2
<PAGE> 3
interiors are decorated with hand-painted murals depicting typical scenes from
American roadhouses of the 1940s and 1950s, concrete and wooden planked floors
and neon signs and feature Wurlitzer(TM) jukeboxes playing contemporary country
hits. The restaurants also feature a display cooking grill and an old-fashioned
meat counter displaying steaks, ribs, seafood and salads, and include a
spacious, comfortable bar area with a large-screen television. While dining or
waiting for a table, guests may eat roasted in-shell peanuts and toss the shells
on the floor, and watch as cooks prepare steaks and other entrees on gas-fired
mesquite grills.
Menu and Pricing. The Company's restaurants offer a wide variety of
items designed to appeal to a broad range of consumer tastes. Specialty
appetizers include Logan's Fried Green Tomatoes, Hot Wings Roadhouse Style, Baby
Back Rib Basket and Roadhouse Nachos. The Company's dinner menu features an
assortment of specially seasoned, choice USDA steaks, including 6 and 9 oz.
Filets, 6, 9 and 12 oz. Sirloins, 12 and 16 oz. Rib-Eyes, a 12 oz. New York
Strip, a 16 oz. T-Bone, and a 22 oz. Porterhouse, which are all extra-aged, cut
by hand on the premises and prepared over an open gas-fired mesquite grill.
Guests also may choose from baby back ribs, seafood, mesquite grilled shrimp,
mesquite grilled pork chops, grilled and barbecue chicken and an assortment of
hamburgers, salads and sandwiches. All dinner entrees include dinner salad,
made-from-scratch yeast rolls and a choice of brown sugar and cinnamon sweet
potato, baked potato, fries or rice pilaf at no additional cost. The Company's
express lunch menu provides specially priced items guaranteed to be served in
less than 15 minutes, including a variety of hamburgers, salads and sandwiches.
All lunch salads are served with made-from-scratch yeast rolls, and all lunch
sandwiches are served with homestyle potato chips at no additional cost. Prices
range from $4.00 to $7.95 for lunch items and from $7.95 to $16.95 for dinner
entrees. The average check per customer, including beverages, was $8.73 for
lunch and $11.73 for dinner in 1997.
OPERATING STRATEGY
The Company's operating strategy is to differentiate its restaurants
by:
Providing a Unique, Lively Dining Atmosphere. Management believes that
the Company's restaurants are unique and provide a relaxed, enjoyable, lively
atmosphere for customers. All employees are encouraged to interact with
customers in a respectful, friendly manner which encourages customers to relax
and enjoy their experience. Management believes that many of the features of the
Company's restaurants, such as the display cooking grill and fresh deli meat
cases which are prominently displayed in the customer waiting areas, demonstrate
the freshness and quality of the menu items to customers.
Maintaining a High Price-to-Value Relationship. While management
believes that the food quality and service at the Company's restaurants is
comparable or superior to that of other casual dining restaurants, the Logan's
Roadhouse menu offers more dishes at lower price points than many of its
competitors. This broadens the Company's target market to include value-driven
customers as well as traditional casual dining customers. Management believes
that this pricing approach creates a high price-to-value perception, increases
customer volume and generates more frequent repeat visits.
3
<PAGE> 4
Offering a Diverse Menu. Although extra-aged, hand-cut choice USDA
steaks are a featured house specialty, the Company's menu is designed to have
broad appeal by featuring mesquite grilled chicken, ribs and seafood, as well as
a wide selection of salads, sandwiches and appetizers. Most of the entree items,
including the steaks, chicken and seafood, and all salads are prepared using
fresh ingredients. Management believes that offering a diverse menu appeals to a
broader segment of the population and encourages customers to visit the
Company's restaurants more often.
Hiring and Retaining Quality Employees. By providing extensive
training, employee development and attractive compensation, the Company
encourages a sense of personal commitment from its employees. The Company has a
cash bonus program tied to established performance goals on a
restaurant-by-restaurant basis for each restaurant's management team pursuant to
which restaurant managers typically earn bonuses equal to approximately 25% of
their total cash compensation. Management believes that the Company attracts
qualified managers by providing a better overall quality of life characterized
by a five-day work schedule involving fewer hours than are typically required in
the restaurant industry. Management believes its restaurant policies have
resulted in a low rate of management-level employee turnover. See "Restaurant
Operations."
GROWTH STRATEGY
The following are the key elements of the Company's growth strategy:
Opening Restaurants in Target Markets. The Company targets metropolitan
markets of approximately 500,000 or more in population primarily in the
Southeast, Midwest and Mid-Atlantic that management believes include significant
opportunities for potential customers because of the population, income levels,
presence of shopping and entertainment centers, offices and colleges and
universities. The Company also targets smaller markets of approximately 175,000
or more in population where the appeal of the Company's concept provides an
attractive opportunity for the Company. Because the market selection criteria of
the Company is within the discretion of management, such selection criteria may
be altered if necessary to effectuate the Company's growth strategy.
Selecting and Developing High Quality Restaurant Sites. Management
devotes significant time and resources to analyzing each prospective site,
considering local market demographics, population density, average household
income levels and site specific characteristics such as visibility,
accessibility, traffic counts and parking. The Company also considers existing
local competition and, to the extent such information is available, the revenues
of other comparably priced restaurants operating in the market. The Company's
Chief Executive Officer, Edwin W. Moats, Jr., and Senior Vice President of
Development, Ralph W. McCracken, together with other members of management, work
actively with real estate brokers in target markets to select high quality sites
and maintain and regularly update a broad database of possible sites. Typically,
management requires four to eight months to locate, approve and close on a
restaurant site and four to five additional months to obtain necessary permits,
construct, equip and open a restaurant.
Utilizing the Company's Prototype Restaurant. Management has designed
the prototype Logan's Roadhouse restaurant to be larger than many casual dining
restaurants as part of its strategy to provide a relaxed atmosphere and maximize
sales volumes. Of the 29 Company-owned Logan's Roadhouse restaurants, 24 are
prototypes, and the
4
<PAGE> 5
remaining five operate in renovated buildings which are generally comparable in
seating capacity to the prototype restaurants. The prototype Logan's Roadhouse
restaurants operate in new, freestanding buildings, with approximately 7,800
square feet of space situated on a 1.7 acre site, with seating for approximately
290 guests, including 45 bar seats, and parking for 150 automobiles.
Seeking Remodeling Opportunities. In addition to developing prototype
restaurants, the Company plans to consider developing additional Logan's
Roadhouse restaurants in existing buildings. Management believes that its
ability to remodel an existing facility into a Logan's Roadhouse permits greater
accessibility to quality sites in more developed markets. The conversion and
remodeling of an existing restaurant building into a Logan's Roadhouse
restaurant generally takes three to four months, depending on the nature and
extent of such renovation.
RESTAURANT OPERATIONS
Management and Employees. The Company has two directors of operations
and eight regional managers who are responsible for supervising the Company's
restaurants and the continuing development of a restaurant's management team.
Through regular visits to the restaurants, the directors of operations and
regional managers ensure that the Company's concept, strategy and standards of
quality are being adhered to in all aspects of restaurant operations. Each of
the Company's restaurants has one general manager, one kitchen manager and four
assistant managers. The general manager of each restaurant has primary
responsibility for the day-to-day operations of the entire restaurant and is
responsible for maintaining the standards of quality and performance established
by the Company. Management believes that guests benefit from the attentive
service and high quality food which results from having six managers in every
restaurant. The Company generally seeks as managers for each Logan's Roadhouse
restaurant two non-management employees promoted into management positions who
fully understand the Logan's Roadhouse concept and four managers with high
levels of previous management experience.
The Company seeks to attract and retain high caliber managers and
hourly employees by providing them with attractive financial incentives and
flexible working schedules. Financial incentives provided to attract high
caliber managers include competitive salaries, bonuses and stock options based
on position, seniority and performance criteria. Also, management believes that
the Company attracts qualified managers by providing a better overall quality of
life characterized by a five-day work schedule involving fewer hours than are
typically required in the restaurant industry. The average number of hourly
employees in each of the Logan's Roadhouse restaurants is approximately 100.
Management believes the Company attracts high quality hourly employees by
providing a casual, high energy and entertaining atmosphere in which to work.
Training and Development. The Company requires its restaurant managers
to have significant experience in the full-service restaurant industry. In
addition, the Company has developed a comprehensive ten week training course
which all managers are required to complete. The program emphasizes the
Company's operating strategy, procedures and standards and is conducted at a
Logan's Roadhouse restaurant.
5
<PAGE> 6
The general managers, together with the regional managers, are
responsible for selecting the hourly employees for each new restaurant. Prior to
the opening of each new restaurant, the Company's Director of Training assembles
a team of experienced employees to train and educate the new employees. The
training period for new employees lasts approximately two weeks and includes one
week of general training prior to opening and one week of on-the-job supervision
at the new Logan's Roadhouse restaurant. Ongoing employee training remains the
responsibility of the restaurant general manager under the supervision of a
regional manager.
Customer Satisfaction. The Company is committed to providing its
customers prompt, friendly, efficient service, keeping table-to-server ratios
low and staffing each restaurant with an experienced management team to ensure
attentive customer service and consistent food quality. Through the regular use
of customer surveys and an independently run "mystery shoppers" program,
management receives valuable feedback which it uses to improve restaurants and
demonstrate a continuing interest in customer satisfaction.
Advertising and Marketing. The Company employs an advertising and
marketing strategy designed to establish and maintain a high level of name
recognition and to attract new customers. The Company primarily uses radio and
outdoor advertising in selected markets. The Company's goal is to develop a
sufficient number of restaurants in certain markets to permit the cost-efficient
use of television, radio and outdoor advertising. The Company currently spends
approximately 2.0% of its annual sales on advertising and public relations. The
Company also engages in a variety of promotional activities, such as
contributing time, money and complementary meals to charitable, civic and
cultural programs, in order to increase public awareness of the Company's
restaurants.
Restaurant Reporting. The Company closely monitors sales, product costs
and labor at each of its restaurants. Weekly restaurant operating results are
used by management to detect trends at each location, and negative trends are
promptly remedied where possible. Financial controls are maintained through
management of an accounting and management information system that is
implemented at the restaurant level. Administrative and management staff prepare
daily reports of sales, labor and customer counts. On a weekly basis, condensed
operating statements are compiled by the Company's accounting department and
provide management a detailed analysis of sales, product and labor costs, with a
comparison to budgets and prior period performance.
Purchasing. The Company strives to obtain consistent quality items at
competitive prices from reliable sources. The Company tests various new products
in an effort to obtain the highest quality products possible and to be
responsive to changing customer tastes. In order to maximize operating
efficiencies and to provide the freshest ingredients for its food products,
purchasing decisions are made by corporate management.
HISTORY AND REORGANIZATION
The Company was incorporated in Tennessee in March 1995 in connection
with its initial public offering, which occurred on July 26, 1995 (the "IPO").
Prior to the IPO, the Company's operations were conducted through Logan's
Partnership (the "Predecessor"), a Tennessee general partnership formed to
acquire the original Logan's Roadhouse restaurant in Lexington, Kentucky.
6
<PAGE> 7
The Company acquired the partnership interests of the Predecessor immediately
prior to the IPO pursuant to an Exchange Agreement, dated July 25, 1995 (the
"Exchange Agreement"), pursuant to which the partners in the Predecessor
contributed to the Company all of their respective interests in the Predecessor
in exchange for shares of Common Stock (the "Reorganization").
FRANCHISING
In connection with the franchising of Logan's Roadhouse restaurants in
select market areas not in the Company's immediate expansion plans for owned
restaurants, the Company entered into Area Development Agreements (each, a
"Development Agreement") and Franchise Agreements (each, a "Franchise
Agreement") with each of L.W. Group, Inc. ("L.W. Group"), a corporation
controlled by David K. Wachtel, Jr., a principal shareholder of the Company, and
CMAC Incorporated ("CMAC"), a corporation controlled by Charles F. McWhorter,
Jr., a principal shareholder of the Company (L.W. Group and CMAC are
collectively referred to herein as the "Franchisees"), in January 1996 and March
1997, respectively. L.W. Group's Development Agreement provides for it to
develop a specified number of Logan's Roadhouse restaurants in certain counties
of Arkansas, Oklahoma and Texas. CMAC's Development Agreement provides for it to
develop a specified number of Logan's Roadhouse restaurants in the states of
North Carolina and South Carolina, as well as Augusta, Georgia. L.W. Group
operates two Logan's Roadhouse restaurants in Edmond, Oklahoma and Oklahoma
City, Oklahoma. CMAC opened its first restaurant in Greenville, South Carolina
in July 1997.
Each Development Agreement requires the Franchisees to locate sites for
and develop a specified number of Logan's Roadhouse restaurants within specified
geographic areas. Under the terms of each Development Agreement, the Franchisees
are required to open a specified number of restaurants during scheduled
intervals, and management of the Company has the right to approve each
restaurant site. Each Franchisee is required to enter into individual franchise
agreements for each Logan's Roadhouse restaurant it develops. Each Development
Agreement prohibits the Franchisees and their principals from owning, operating
or assisting other restaurants with menus or methods of operation similar to
those of Logan's Roadhouse restaurants that are located within the geographic
area covered by the Development Agreement. The initial terms of the Development
Agreements with L.W. Group and CMAC expire on December 31, 2000 and March 31,
2002, respectively, subject to automatic renewal for an additional five years
following such initial term, provided the Franchisees have satisfied the
development schedule specified in their respective Development Agreements. The
Company has the right to purchase all of the outstanding stock of L.W. Group and
CMAC beginning in January 2001 and April 2002, respectively, upon the occurrence
of specified events on the terms and conditions as set forth in their respective
Development Agreements. The Franchisees could lose their exclusive development
rights under their respective Development Agreements if they fail to meet the
performance and other requirements specified in the Development Agreements or
the Franchise Agreements.
7
<PAGE> 8
The Company is obligated to provide a three week training program for a
fee ranging from $45,000 to $55,000 per restaurant during which certain of the
Franchisees' personnel are educated and instructed at the Franchisees'
restaurant in all aspects of the Company's system of operations. The course
begins approximately one week prior to the opening of the Franchisees'
restaurant and ends approximately two weeks after such opening. Pursuant to the
terms of the Franchise Agreement, additional training by the Company's training
crew may be conducted at the Franchisees' restaurant upon request. The
Franchisees are responsible for all expenses incurred by its personnel while in
training, including travel and living expenses.
The Franchise Agreements require the Franchisees to pay an initial
$30,000 non-refundable franchise fee and a monthly royalty fee of 3.0% of gross
sales. The Company currently requires L.W. Group and CMAC to contribute 0.5% of
gross sales to the Company's general advertising account and may require the
Franchisees to contribute up to 1.0%. In addition, the Company may require the
Franchisees to expend on an annual basis up to 3.0% of gross sales for local
promotional activities, subject to the approval of the Company. In 1997, L.W.
Group paid the Company total royalty fees of approximately $146,000, and CMAC
paid the Company $30,000 for the initial non-refundable franchise fee in
connection with the restaurant opened in South Carolina and total royalty fees
of approximately $28,000.
Management is considering other future franchising opportunities in
areas which are not in the Company's immediate expansion plans for owned
restaurants, and has had preliminary discussions with third parties that could
result in the franchising of additional Logan's Roadhouse restaurants on similar
terms as the Company's agreements with its Franchisees.
COMPETITION
Competition in the restaurant industry is intense. Logan's Roadhouse
restaurants compete with mid-priced, full-service, casual dining restaurants
primarily on the basis of quality, atmosphere, location and value. Moreover,
other restaurants operate with concepts that compete for the same casual dining
customers as the Company, with the number of casual dining restaurants
emphasizing steaks substantially increasing in recent years. The Company also
competes with other restaurants and retail establishments for quality sites.
Many of the Company's competitors are well established and have
substantially greater financial, marketing and other resources than the Company.
Regional and national restaurant companies recently have expanded their
operations in the current and anticipated market areas of the Company. There can
be no assurance that the expansion of these well-financed chains in these market
areas will not adversely affect the Company's profitability.
EMPLOYEES
As of March 1, 1998, the Company employed approximately 2,950 people,
of whom 32 are executive and administrative personnel, 195 are restaurant
management personnel (including trainees) and the remainder are hourly
restaurant personnel. Many of the Company's hourly restaurant employees work
part-time. None of the Company's
8
<PAGE> 9
employees are covered by a collective bargaining agreement. The Company
considers its employee relations to be good.
SERVICE MARKS
Logan's Roadhouse is registered as a federal service mark on the
Principal Register of the United States Patent and Trademark Office. The Company
regards its service mark as having significant value and being an important
factor in the development and marketing of its restaurants. The Company's policy
is to pursue registration of its service marks and trademarks whenever possible
and to oppose vigorously any infringement of its service marks and trademarks.
GOVERNMENT REGULATION
The Company is subject to a variety of federal, state and local laws.
Each of the Company's restaurants is subject to permitting, licensing and
regulation by a number of government authorities, including alcoholic beverage
control, health, safety, sanitation, building and fire agencies in the state or
municipality in which the restaurant is located. Difficulties in obtaining or
failure to obtain required licenses or approvals could delay or prevent the
development of a new restaurant in a particular area.
Approximately 11.3% of the Company's net restaurant sales were
attributable to the sale of alcoholic beverages in 1997. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations."
Alcoholic beverage control regulations require each of the Company's restaurants
to apply to a state authority and, in certain locations, county or municipal
authorities for a license or permit to sell alcoholic beverages on the premises.
Typically, licenses must be renewed annually and may be revoked or suspended for
cause at any time. Alcoholic beverage control regulations relate to numerous
aspects of restaurant operations, including minimum age of patrons and
employees, hours of operation, advertising, wholesale purchasing, inventory
control and handling, storage and dispensing of alcoholic beverages.
The failure of a restaurant to obtain or retain liquor or food service
licenses would have a material adverse effect on the restaurant's operations. To
reduce this risk, each Company restaurant is operated in accordance with
procedures intended to assure compliance with applicable codes and regulations.
The Company is subject in certain states to "dram shop" statutes, which
generally provide a person injured by an intoxicated person the right to recover
damages from an establishment that wrongfully served alcoholic beverages to the
intoxicated person. The Company carries liquor liability coverage as part of its
existing $1.0 million comprehensive general liability insurance, as well as
excess liability coverage of $20.0 million per occurrence, with no deductible.
The Company's restaurant operations are also subject to federal and
state laws governing such matters as the minimum hourly wage, unemployment tax
rates, sales tax and similar matters, over which the Company has no control.
Significant numbers of the Company's service, food preparation and other
personnel are paid at rates related to the federal minimum wage, and increases
in the minimum wage could increase the Company's labor costs.
9
<PAGE> 10
The development and construction of additional restaurants also are
subject to compliance with applicable zoning, land use and environmental laws
and regulations.
ITEM 2. PROPERTIES
The Company currently operates 29 Company-owned restaurants, all of
which are freestanding facilities. The following table sets forth certain
information with respect to the Company's existing Logan's Roadhouse
restaurants:
<TABLE>
<CAPTION>
SEATING RESTAURANT SIZE PROTOTYPE OR OWNED
OPENING DATE LOCATION CAPACITY APPROX. SQ. FT. RENOVATED OR LEASED
- ------------ -------- -------- --------------- ------------ ---------
<S> <C> <C> <C> <C> <C>
August 1991 Lexington, KY 269 7,350 Renovated Leased
August 1992 Nashville, TN 272 7,100 Renovated Leased
Hickory Hollow)
July 1993 Nashville, TN (Rivergate) 290 7,350 Renovated Leased
May 1994 Clarksville, TN 292 7,800 Prototype Owned
July 1994 Jackson, TN 292 7,800 Prototype Owned
January 1995 Murfreesboro, TN 292 7,800 Prototype Owned
May 1995 Brentwood/Franklin, TN 292 7,800 Prototype Owned
(Cool Springs)
June 1995 Paducah, KY 286 8,300 Renovated Leased
November 1995 Chattanooga, TN 292 7,800 Prototype Owned
January 1996 Clarksville, IN 292 7,800 Prototype Owned
June 1996 Johnson City, TN 292 7,800 Prototype Owned
June 1996 Florence, AL 292 7,800 Prototype Owned
August 1996 Columbus, GA 299 8,400 Renovated Owned
October 1996 Knoxville, TN 292 7,800 Prototype Leased
December 1996 Barboursville, WV 292 7,800 Prototype Leased
January 1997 Evansville, IN 292 7,800 Prototype Leased
February 1997 Tuscaloosa, AL 292 7,800 Prototype Owned
February 1997 Memphis, TN 292 7,800 Prototype Owned
April 1997 Athens, GA 292 7,800 Prototype Owned
April 1997 Macon, GA 292 7,800 Prototype Owned
June 1997 Louisville, KY 292 7,800 Prototype Leased
June 1997 Cookeville, TN 292 7,800 Prototype Owned
August 1997 Nashville, TN 292 7,800 Prototype Leased
November 1997 Baton Rouge, LA 292 7,800 Prototype Leased
January 1998 Lafayette, LA 292 7,800 Prototype Leased
January 1998 Birmingham, AL 292 7,800 Prototype Leased
February 1998 Alexandria, LA 292 7,800 Prototype Owned
March 1998 Huntsville, AL 292 7,800 Prototype Owned
March 1998 Lake Charles, LA 292 7,800 Prototype Owned
</TABLE>
The cost of developing the Company's prototype Logan's Roadhouse
restaurant is estimated to range from $2.0 million to $2.6 million, including
$900,000 for building costs, $400,000 for equipment costs and $175,000 for
preopening costs. Land acquisition costs, including site preparation, are the
most variable development costs and are estimated to range between $500,000 and
$1.1 million. The cost of development for a new restaurant will not include land
acquisition costs if the property is leased rather than purchased. Although the
Company plans to continue its growth and expansion strategy of purchasing real
property on which to develop its restaurants, the Company will also continue to
lease properties in certain locations. Management believes the Company's
restaurant facilities are adequately covered by insurance.
The Company's executive offices are located in approximately 10,800
square feet of space in Nashville, Tennessee, under a lease expiring in 1999.
Management believes that
10
<PAGE> 11
the rent payable for this space does not exceed the fair market value of
comparable properties. Management believes these arrangements are adequate for
the Company's current uses and anticipated growth.
ITEM 3. LEGAL PROCEEDINGS
On February 11, and May 28,1997, respectively, Kenneth F. Payne and
Joseph H. Cook filed lawsuits against the Company in the United States District
Court for the Middle District of Tennessee, Nashville Division. Messrs. Payne
and Cook each claim that the Company terminated his employment because he
refused to participate in, or remain silent about, and reported certain improper
or inappropriate activities allegedly engaged in by the Company in violation of
the Fair Labor Standards Act and the Tennessee Whistle Blower Statute. The
Company denies their allegations and contends that their respective terminations
were based upon legitimate business reasons and that it has not engaged in any
improper activities. In addition, Charles Keith Olivier filed a class action
lawsuit against the Company on May 28,1997 in the United States District Court
for the Middle District of Tennessee, Nashville Division, as amended on
September 9, 1997 to include another class represented by Gerald A. Jacobs. Each
of Mr. Olivier and Mr. Jacobs claims on behalf of himself and all others
similarly situated that the Company engaged in certain improper activities in
violation of the Fair Labor Standards Act and the Tennessee Whistle Blower
Statute. Each of Messrs. Payne, Cook, Olivier and Jacobs is seeking to recover
an unspecified amount of damages for loss of income, loss of future income, loss
of enjoyment of life, medical costs, pain and suffering and emotional distress.
They also are seeking to recover liquidated damages under the Fair Labor
Standards Act and punitive damages. The Company believes it has meritorious
defenses against such claims and will vigorously defend itself. At this time,
the Company believes that the lawsuits will not exceed the limits of available
insurance coverage or have a material adverse effect on the Company's financial
position or results of operations.
The Company's forward-looking statements relating to the
above-described litigation reflect management's best judgment based on the
status of the litigation to date and facts currently known to the Company and,
as a result, involve a number of risks and uncertainties, including the possible
disclosure of new facts and information adverse to the Company in the discovery
process and the inherent uncertainties associated with litigation.
Except as set forth above, the Company is not currently involved in any
litigation nor, to management's knowledge, is any litigation threatened against
the Company, except for routine litigation arising in the ordinary course of
business. In the judgment of management of the Company, no material adverse
effect on the Company's financial position or results of operations would result
if any such litigation were not resolved in the Company's favor.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of the shareholders during the
fourth quarter ended December 28, 1997.
11
<PAGE> 12
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS
The Company completed its IPO on July 26, 1995 at a price per share of
$9.00. Since such time, the Common Stock has traded on The Nasdaq Stock Market's
National Market (the "Nasdaq National Market") under the symbol "RDHS." The
following table sets forth the range of high and low sales prices for the Common
Stock for the periods indicated, as reported by the Nasdaq National Market. The
price quotations reflect inter-dealer prices, without retail mark-up, mark-down
or commission and may not represent actual transactions.
<TABLE>
<CAPTION>
HIGH LOW
---- ---
<S> <C> <C>
1996
First Quarter........................................... $19.17 $11.00
Second Quarter.......................................... 23.50 16.50
Third Quarter........................................... 24.00 15.50
Fourth Quarter.......................................... 23.50 17.00
1997
First Quarter........................................... 28.00 18.00
Second Quarter.......................................... 25.75 14.25
Third Quarter........................................... 28.13 23.63
Fourth Quarter.......................................... 25.00 13.75
1998
First Quarter (through March 25, 1998).................. 23.50 14.00
</TABLE>
Except as otherwise specified, all share amounts and share price
information in this report reflect the three-for-two stock split effected as a
stock dividend on June 5, 1996.
On March 25, 1998, the last reported sale price for the Common Stock on
the Nasdaq National Market was $22.50 per share. The Company estimates that as
of March 20, 1998, there were approximately 140 holders of record of its Common
Stock.
The Company has not paid any cash dividends on its Common Stock. The
Company intends to retain its earnings to finance the growth and development of
its business and does not expect to declare or pay any cash dividends in the
foreseeable future. The declaration of dividends is within the discretion of the
Company's Board of Directors.
12
<PAGE> 13
ITEM 6. SELECTED FINANCIAL DATA (IN THOUSANDS, EXCEPT PER SHARE DATA)
The following table sets forth selected financial data of the Company
and Predecessor as of and for the fiscal years ended December 28, 1997, December
29, 1996, December 31, 1995, December 25, 1994 and December 26, 1993. The
financial data for 1993, 1994, and in 1995 through July 25, 1995 included herein
are those of the Predecessor. The financial data since July 26, 1995 included
herein are those of the Company. The assets and liabilities transferred from the
Predecessor to the Company were at the amounts recorded in the accounts of the
Predecessor. The following data should be read in conjunction with "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
the Company's Financial Statements and the related Notes thereto appearing
elsewhere herein.
<TABLE>
<CAPTION>
FISCAL YEARS (1)
---------------------------------------------------------------
1997 1996 1995 1994 1993
------- ------- ------- ------- ------
<S> <C> <C> <C> <C> <C>
STATEMENT OF EARNINGS DATA:
Net restaurant sales.................... $66,530 $41,044 $27,900 $15,005 $8,810
Cost of restaurant sales:
Food and beverage.................... 21,884 13,662 9,953 5,336 3,269
Labor and benefits................... 18,583 11,212 7,506 4,060 2,476
Occupancy and other costs............ 9,549 5,974 4,594 2,691 1,701
Depreciation and amortization........ 3,598 1,870 990 384 266
General and administrative expenses..... 3,568 2,449 1,728 777 454
-------- ------- ------- ------- ------
Total costs and expenses........... 57,182 35,167 24,771 13,248 8,166
-------- ------- ------- ------- ------
Income from operations........... 9,348 5,877 3,129 1,757 644
Other income (expense):
Interest, net........................ 601 309 (178) (142) (95)
Franchise income..................... 204 125 -- -- -
-------- ------- ------- ------- ------
805 434 (178) (142) (95)
-------- ------- ------- ------- ------
Earnings before income taxes (2). 10,153 6,311 2,951 1,615 549
Income tax expense (2).................. 3,518 2,162 1,046 572 191
------- ------- ------- ------- ------
Net earnings (2)................. $ 6,635 $ 4,149 $ 1,905 $ 1,043 $ 358
======= ======= ======= ======= ======
Net earnings per share(2)(4):
Basic................................ $ 1.02 $ 0.73 $ 0.50 $ 0.34 $ 0.11
======= ======= ======= ======= ======
Diluted.............................. $ 0.99 $ 0.71 $ 0.50 $ 0.34 $ 0.11
======= ======= ======= ======= ======
Weighted average shares outstanding (3)(4):
Basic................................ 6,505 5,652 3,775 3,068 3,068
Diluted.............................. 6,726 5,826 3,834 3,068 3,068
BALANCE SHEET DATA:
Total assets............................ $78,523 $45,459 $19,869 $ 4,036 $1,350
Long-term debt, less current portion.... -- -- 1,418 283 168
Capitalized lease obligations, less current
portion.............................. -- -- 522 704 437
Total partners' equity (deficit) or
shareholders' equity................. 71,625 40,002 15,055 817 (79)
</TABLE>
- ----------------
(1) For accounting purposes, the Company has adopted a 52/53 week fiscal
year ending on the last Sunday in December.
(2) Prior to the IPO on July 26, 1995, the Predecessor operated the Company's
restaurants as a general partnership and was not subject to corporate
income taxes. Pro forma adjustments have been made to earnings for 1995
and prior years to give effect to federal and state income taxes as
though the Company had been subject to corporate income taxes for the
periods presented.
(3) Shares outstanding give effect to the Reorganization as if it occurred as
of the beginning of 1993. See "Business - History and Reorganization."
(4) All earnings per share data has been restated to reflect the Company's
adoption of Statement of Financial Accounting Standards No. 128,
"Earnings per Share."
13
<PAGE> 14
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
GENERAL
The following discussion includes comments and data relating to the
Company's financial condition and results of operations for the three-year
period ended December 28, 1997. As of this date, the Company had 24 Logan's
Roadhouse restaurants in operation. The following table reflects the growth in
number of restaurants over the three year period.
<TABLE>
<CAPTION>
RESTAURANTS 1997 1996 1995
----------- ---- ---- ----
<S> <C> <C> <C>
In operation, beginning of year 15 9 5
Newly opened 9 6 4
--- --- ---
In operation, end of year 24 15 9
=== === ===
Under construction, end of year 5 4 2
=== === ===
</TABLE>
Net restaurant sales include a combination of food and beverage sales
and are net of applicable state and city sales taxes. For restaurants open the
full fiscal year of 1997, approximately 31% of net restaurant sales occurred in
the first quarter (16 weeks) compared to a range of 22% to 23% of net restaurant
sales in each of the other three quarters consisting of 12 weeks each.
Cost of restaurant sales includes expenses occurring at the unit level
that are directly associated with restaurant activities such as food and
beverage costs, labor and benefits, occupancy costs, and depreciation and
amortization.
Food and beverage costs primarily consist of the costs of beef,
chicken, ribs, seafood, produce and beverages, including alcoholic and
non-alcoholic beverages. In addition, the cost of roasted peanuts, which are
complimentary to all customers, is included in this category. Various factors
beyond the Company's control, including adverse weather and natural disasters,
may cause periodic fluctuations in food costs. Generally, these temporary
increases are absorbed by the Company and not passed on to customers; however,
management has previously adjusted menu prices to compensate for increased costs
of a more permanent nature. In February 1997 the Company implemented an overall
1.5% menu price increase.
Labor and benefits include restaurant management salaries, bonuses,
hourly wages for unit level employees, payroll taxes, workers' compensation,
various health, life and dental programs, vacations and sick pay. Generally,
when a new restaurant opens, the Company incurs labor costs approximately 15%
higher than normal to accommodate the initial increased business and to ensure a
high level of food quality and service to its customers. As the new staff gains
experience over a 30 to 60 day post-opening period, hourly labor schedules are
gradually adjusted according to sales volume to provide maximum efficiency.
Occupancy and other costs and expenses at the restaurant level are
primarily fixed in nature and generally do not vary with unit sales volume.
Rent, insurance, property taxes, utilities, maintenance and advertising account
for the major expenditures in this category.
14
<PAGE> 15
Depreciation and amortization expense includes depreciation on property
and equipment recorded on a straight-line basis over an estimated useful life
and amortization of a new restaurant's preopening costs, which include costs of
hiring and training the initial staff and certain other costs. The preopening
costs are amortized over 12 months commencing with a restaurant's opening. As of
December 28, 1997, the amount of preopening costs, net of amortization, on the
Company's balance sheet was $923,000.
General and administrative expenses include all corporate and
administrative functions that serve to support the existing restaurant base and
provide the infrastructure for future growth. Management, supervisory and staff
salaries, employee benefits, data processing, training, rent and legal and
shareholder relations are the major items of expense in this category.
Interest income is derived from excess funds invested in short-term
interest-bearing taxable and non-taxable securities. Interest expense in prior
years includes costs and expenses associated with various debt-financed capital
expenditures and capitalized financing leases. Franchise income consists of an
initial $30,000 franchise fee and a monthly royalty of 3% of gross sales. As of
December 28, 1997, three franchised Logan's Roadhouse restaurants were in
operation.
From inception through July 25, 1995, the Company was a partnership
and, accordingly, incurred no federal or state income tax liability. The
discussion of financial condition and results of operations included in the
paragraphs that follow reflect a pro forma adjustment for federal and state
taxes that would have been recorded during these periods if the Company had been
subject to corporate income taxes for the periods presented.
The following section should be read in conjunction with Selected
Financial Data and the Company's Financial Statements and Notes thereto included
elsewhere herein.
RESULTS OF OPERATIONS
The following table sets forth certain income statement data as a
percentage of net restaurant sales for the fiscal years indicated:
<TABLE>
<CAPTION>
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
Net restaurant sales 100.0% 100.0% 100.0%
Costs and expenses:
Food and beverage 32.9 33.3 35.7
Labor and benefits 27.9 27.3 26.8
Occupancy and other 14.4 14.6 16.5
Depreciation and amortization 5.4 4.5 3.6
General and administrative 5.3 6.0 6.2
----- ----- -----
Total operating costs and expenses 85.9 85.7 88.8
---- ----- -----
Operating income 14.1 14.3 11.2
Other income (expense), net 1.2 1.1 (0.6)
----- ----- -----
Earnings before income taxes 15.3 15.4 10.6
Income taxes 5.3 5.3 3.8
----- ----- -----
Net earnings 10.0% 10.1% 6.8%
===== ===== =====
</TABLE>
15
<PAGE> 16
Fiscal Year Ended December 28, 1997 Compared to Fiscal Year Ended December 29,
1996
Net restaurant sales increased $25.5 million or 62.1% to $66.5 million
in 1997 from $41.0 million in 1996. The Company had 24 restaurants in operation
during 1997 compared to 15 in 1996. The 62.1% growth in sales is attributable to
the opening of nine new restaurants in 1997. Same store sales declined by 1.7%
during 1997, primarily as a result of two units experiencing increased
competition. A 1.5% menu price increase was implemented on February 1, 1997.
Alcoholic beverage sales accounted for 11.3% and 11.9% of net restaurant sales
for 1997 and 1996, respectively. Management attributes the decrease in alcoholic
beverage sales as a percentage of net restaurant sales to a continued increase
in the Company's lunch sales and a resulting decrease in liquor sales as
compared to net restaurant sales.
Food and beverage costs as a percentage of net restaurant sales
decreased to 32.9% in 1997 from 33.3% in 1996. Management attributes the overall
0.4% decline to lower produce, cheese and dairy prices. In addition, increases
in other food and beverage items were partially offset by a 1.5% menu price
increase in February 1997. The prices of the Company's commodities (beef, pork,
chicken, seafood and produce) are subject to seasonal fluctuations. Accordingly,
food cost results for 1997 may not be indicative of results to be expected in
future years.
Labor and benefits increased $7.4 million or 65.7% to $18.6 million in
1997 from $11.2 million in 1996, primarily as a result of opening nine
restaurants in 1997. Labor and benefits, expressed as a percentage of net
restaurant sales, increased to 27.9% in 1997 from 27.3% in 1996. This increase
is primarily attributable to the opening of nine new restaurants during 1997 and
the associated high labor costs normally incurred. Generally, when a new
restaurant opens, management budgets and incurs labor costs approximately 15%
higher than normal to accommodate the initial increased business and to ensure a
high level of food quality and service to its customers. As the new staff gains
experience over a 30 to 60 day post-opening period, labor schedules are
gradually adjusted to provide increased efficiency with existing sales volume.
Occupancy and other costs increased $3.5 million or 59.8% to $9.5
million in 1997 from $6.0 million in 1996, primarily as a result of operating
with a larger restaurant base in 1997. As a percentage of net sales, occupancy
and other costs declined 0.2% to 14.4% in 1997 from 14.6% in 1996. The slight
decline in this category is primarily attributable to overall improved cost
controls.
Depreciation and amortization expense increased $1.7 million or 92.4%
to $3.6 million in 1997 from $1.9 million in 1996. As a percentage of net
restaurant sales, depreciation and amortization increased 0.9% to 5.4% in 1997
from 4.5% in 1996. These increases are primarily the result of increased
depreciation and amortization resulting from the opening of nine new restaurants
during 1997.
General and administrative expenses increased $1.2 million or 45.7% to
$3.6 million in 1997 from $2.4 million in 1996. This increase is primarily
attributable to the Company significantly expanding its management and staff
personnel in the areas of operations, training, recruiting and accounting. Most
of the staff additions were made during the fourth quarter of 1997 in
preparation for the Company's expected growth in 1998. As a
16
<PAGE> 17
percentage of net restaurant sales, general and administrative expenses declined
to 5.3% in 1997 from 6.0% in 1996. Because of the Company's expansion plans and
the new corporate staff additions, management expects these expenses to continue
to increase during 1998 in absolute dollars, and expects an increase to at least
6.0% of net restaurant sales.
Net interest income (interest income minus interest expense) from cash,
cash equivalents and investments increased $293,000 or 94.7% to $601,000 in 1997
from $308,000 in 1996. In July 1997, the Company completed a public equity
offering whereby 1,100,000 shares of Common Stock were sold. Proceeds to the
Company (after underwriting discounts and expenses) amounted to approximately
$24.6 million. Because the offering resulted in higher levels of invested cash,
the Company generated increased interest income from its various taxable and
non-taxable investments.
The Company's third franchised restaurant was opened in Greenville,
South Carolina in July 1997. In connection with the opening, the Company
recognized as income the initial non-refundable $30,000 franchise fee collected.
In addition, total royalty fees of $174,000 were received during the year from
the Company's three franchised restaurants.
The effective tax rates for 1997 and 1996 were 34.6% and 34.3%,
respectively. The slight increase in the 1997 tax rate to 34.6% is attributable
to a decline in tax-exempt interest income during 1997.
As a result of the factors discussed above, net earnings in 1997
increased 59.9% to $6.6 million or 10.0% of net sales from $4.1 million or 10.1%
of net sales in 1996. Earnings per share (diluted) increased $0.28 or 39.4% in
1997 to $0.99 from $0.71 in 1996 with a 15.4% increase in weighted average
shares of Common Stock outstanding.
Fiscal Year Ended December 29, 1996 Compared to Fiscal Year Ended December 31,
1995
Net restaurant sales increased $13.1 million or 47.1% to $41.0 million
in 1996 from $27.9 million in 1995. The Company had 15 restaurants in operation
during 1996 compared to nine in 1995. The 47.1% growth in sales is attributable
to the opening of six new restaurants in 1996. Same store sales declined
slightly by 0.4% during 1996, primarily as a result of one unit experiencing
increased competition. There were no menu price increases implemented during
1996. Alcoholic beverage sales accounted for 11.9% and 12.9% of net restaurant
sales for 1996 and 1995, respectively. Management attributes the decrease in
alcoholic beverage sales as a percentage of net restaurant sales to an increase
in the Company's lunch sales and a relative decrease in liquor sales.
Food and beverage costs as a percentage of net restaurant sales
decreased to 33.3% in 1996 from 35.7% in 1995. Management attributes the overall
2.4% decline to lower beef and produce prices and the switch to a new food
distributor in late November 1995. In addition, increases in other food and
beverage items were partially offset by a 3.0% menu price increase in November
1995. The prices of the Company's commodities (beef, pork, chicken, seafood and
produce) are subject to seasonal fluctuations.
Labor and benefits increased $3.7 million or 49.4% to $11.2 million in
1996 from $7.5 million in 1995, primarily as a result of opening six restaurants
in 1996. Labor and benefits, expressed as a percentage of net restaurant
17
<PAGE> 18
sales, increased to 27.3% in 1996 from 26.8% in 1995. This increase is primarily
attributable to the opening of six new restaurants during 1996 and the
associated high labor costs normally incurred. Generally, when a new restaurant
opens, management budgets and incurs labor costs approximately 15% higher than
normal to accommodate the initial increased business and to ensure a high level
of food quality and service to its customers. As the new staff gains experience
over a 30 to 60 day post-opening period, labor schedules are gradually adjusted
to provide maximum efficiency with existing sales volume.
Occupancy and other costs increased $1.4 million or 30.1% to $6.0
million in 1996 from $4.6 million in 1995, primarily as a result of operating
with a larger restaurant base in 1996. As a percentage of net sales, occupancy
and other costs declined 1.9% to 14.6% in 1996 from 16.5% in 1995. In connection
with the Company's initial public offering of Common Stock in July 1995, the
Company purchased for $6.1 million all of the real property and improvements on
three of its restaurant sites and all of the improvements on two of its
restaurant sites. Such real property and improvements previously had been
leased. Accordingly, rent expense has significantly declined since July 1995.
Depreciation and amortization expense increased $879,000 or 88.7% to
$1.9 million in 1996 from $990,000 in 1995. As a percentage of net sales,
depreciation and amortization expense represented 4.5% and 3.6%, respectively,
for 1996 and 1995. The increase is primarily the result of the aforementioned
purchase of five leased facilities and of increased depreciation and
amortization resulting from the opening of six new restaurants during 1996.
General and administrative expenses increased $721,000 or 41.8% to $2.4
million in 1996 from $1.7 million in 1995. As a percentage of net restaurant
sales, general and administrative expenses declined slightly to 6.0% in 1996
from 6.2% in 1995.
Net interest income (interest income minus interest expense) from cash
and cash equivalents amounted to $308,000 in 1996 as compared to $178,000 of net
interest expense in 1995. On April 10, 1996, the Company completed a public
equity offering whereby 1,293,750 shares of Common Stock were sold, with net
proceeds amounting to approximately $20.8 million. From the net proceeds, the
Company repaid all of the then outstanding debt. Accordingly, since April 1996
the Company has incurred no interest expense and generated interest income from
its various taxable and non-taxable investments.
The Company's first two franchised restaurants were opened in Edmond
and Oklahoma City, Oklahoma in May and November, 1996, respectively. In
connection with both openings, the Company recognized as income the initial
non-refundable $30,000 franchise fee collected. In addition, total royalty fees
of $65,000 were received during the year from both franchised restaurants.
The effective tax rates for 1996 and 1995 (on a pro forma basis) were
34.3% and 35.4%, respectively. The reduction in the 1996 tax rate to 34.3% is
attributable to the impact of tax-free interest income being generated from
certain non-taxable investments.
From inception through July 25, 1995, the Company was a partnership and
accordingly incurred no federal or state income tax liability. Included in
operating results
18
<PAGE> 19
for 1995 is a pro forma adjustment that provides for statutory federal and state
tax rates then in effect as though the Company had been subject to corporate
income taxes for the period indicated.
As a result of the factors discussed above, net earnings in 1996
increased 117.8% to $4.1 million or 10.1% of net sales from $1.9 million or 6.8%
of net sales in 1995. Earnings per share (diluted) increased $0.21 or 42.0% in
1996 to $.71 from $.50 in 1995 with a 52.0% increase in weighted average shares
of Common Stock outstanding.
IMPACT OF INFLATION
The impact of inflation on food, labor, equipment, land and
construction costs could affect the Company's operation. A majority of the
Company's employees are paid hourly rates related to federal and state minimum
wage laws. In addition, the Company is required to pay property taxes,
insurance, maintenance, repairs and utility costs, and these costs are subject
to inflationary pressures. The Company may attempt to offset the effect of
inflation through periodic menu price increases, economies of scale in
purchasing and cost controls and efficiencies at existing restaurants.
Management believes that inflation has had no significant effect on costs during
the last two years, primarily because the largest single item of expense, food
costs, has remained relatively stable during the period.
NEW ACCOUNTING PRONOUNCEMENT
The finalization of a proposed Statement of Position (SOP) by the AICPA
Accounting Standards Executive Committee (AcSEC), Reporting on the Costs of
Start-Up Activities, is expected during 1998 and is expected to be effective for
financial statements issued for fiscal years beginning after December 15, 1998.
The proposed SOP requires that costs incurred during a start-up activity
(including organization costs) be expensed as incurred. Assuming this SOP is
issued in its current form and on its expected effective date, the Company will
recognize by no later than the first quarter of 1999, as a cumulative effect of
a change in accounting principle, a charge equal to the after tax effect of the
unamortized pre-opening costs at the date of adoption.
YEAR 2000 COMPLIANCE
As the year 2000 approaches, a critical business issue has emerged
regarding how existing application software programs and operating systems can
accommodate this date value. Many existing application software products in the
marketplace were designed to accommodate only two-digit date entries. Beginning
in the year 2000, these systems and products will need to be able to accept
four-digit entries to distinguish years beginning with 2000 from prior years. As
a result, computer systems and software used by many companies may need to be
upgraded to comply with such "Year 2000" requirements. While the Company has
developed a plan to ensure that its software applications and programs are Year
2000 compliant, there can be no assurance that such plan will be implemented in
a timely and effective manner or that coding errors or other defects will not be
discovered after its implementation. Also, the Company has not initiated formal
communications with any of its significant food product suppliers to determine
the extent to which the Company is vulnerable to those third parties' failure to
remediate their own Year 2000 issues. Although management does not believe the
Year 2000 issues will have a
19
<PAGE> 20
material adverse effect on the Company's business or financial condition, any
Year 2000 compliance problem of the Company or its food product suppliers could
result in such a material adverse effect.
QUARTERLY FINANCIAL AND RESTAURANT OPERATING DATA
The following is a summary of certain unaudited quarterly results of
operations for each of the last three fiscal years. For financial reporting
purposes, the first quarter consists of 16 weeks, with the second, third and
fourth quarters each consisting of 12 weeks (13 weeks in the fourth quarter of
1995 because it was a 53 week year):
<TABLE>
<CAPTION>
FIRST SECOND THIRD FOURTH
QUARTER QUARTER QUARTER QUARTER TOTAL
------- ------- ------- ------- -----
(dollars in thousands)
<S> <C> <C> <C> <C> <C>
FISCAL YEAR ENDED DECEMBER 28, 1997:
Net restaurant sales $17,896 $15,966 $16,074 $16,594 $66,530
Net earnings $ 1,619 $ 1,572 $ 1,720 $ 1,725 $ 6,636
Restaurants in operation, end of quarter 20 22 23 24 24
FISCAL YEAR ENDED DECEMBER 29, 1996:
Net restaurant sales $10,905 $9,077 $10,139 $10,923 $41,044
Net earnings $ 858 $ 981 $ 1,091 $ 1,219 $ 4,149
Restaurants in operation, end of quarter 10 12 14 15 15
FISCAL YEAR ENDED DECEMBER 31, 1995:
Net restaurant sales $6,857 $6,400 $6,891 $7,752 $27,900
Pro forma net earnings(1) $ 420 $ 350 $ 530 $ 605 $ 1,905
Restaurants in operation, end of quarter 6 8 8 9 9
</TABLE>
- ----------------
(1) Reflects pro forma adjustments for income taxes as if the Company had
been a corporation prior to July 26, 1995, instead of a partnership
that was not subject to federal and state income taxes.
Management believes there is a small degree of seasonality to the
business, with average weekly sales being slightly lower in the winter months.
Because the Company's first fiscal quarter consists of 16 weeks, however, the
effect of such seasonality is not necessarily reflected in the Company's
quarterly financial results of operations.
LIQUIDITY AND CAPITAL RESOURCES
In July 1997, the Company completed a public offering whereby 1,100,000
shares of Common Stock were sold. Proceeds to the Company (after underwriting
discounts and expenses) amounted to approximately $24.6 million. The Company
plans to use the proceeds, together with cash on hand, cash flow from operations
and lease financing, to open 13 or 14 new restaurants during 1998, of which five
restaurants have already opened. For additional liquidity, the Company has
available a $2.5 million revolving credit facility with a local bank. As of the
date hereof, there were no borrowings outstanding. The Company's ability to
expand the number of its restaurants will depend on a number of factors,
including the selection and availability of quality restaurant sites, the
negotiation of acceptable lease or purchase terms, the securing of required
governmental permits and approvals, the adequate supervision of construction,
the hiring, training and retaining of skilled management and other personnel,
which may be difficult given the low unemployment rates in the areas in which
the Company intends to operate. There can be
20
<PAGE> 21
no assurance that the Company will be successful in opening the number of
restaurants anticipated in a timely manner. Furthermore, there can be no
assurance that the Company's new restaurants will generate sales revenue or
profit margins consistent with those of the Company's existing restaurants, or
that new restaurants will be operated profitably.
During the three-year period presented in the table below, the
Company's single largest use of funds has been for capital expenditures
consisting of land, building, equipment and preopening costs associated with its
restaurant expansion program. The principal sources of capital to fund such
expenditures have been (i) cash provided by operations and (ii) net proceeds
from equity offerings. The following table provides certain information
regarding the Company's sources and uses of capital for the periods presented.
<TABLE>
<CAPTION>
1997 1996 1995
---- ---- ----
(in thousands)
<S> <C> <C> <C>
Cash flows from operations............... $ 8,915 $ 7,302 $ 3,011
Capital expenditures..................... (19,296) (18,146) (13,886)
Net proceeds from public offerings....... 24,566 20,733 13,048
Net borrowings (repayments).............. -- (2,579) 529
</TABLE>
Cash flows provided by operations and proceeds from public equity
offerings represent the Company's primary sources of liquidity and capital. The
substantial growth of the Company over the period has not required significant
additional working capital. Sales are predominantly cash, and the business does
not require significant additional working capital, receivables or inventories.
In addition, it is common to receive trade credit for the purchase of food,
beverage and supplies, thereby reducing the need for incremental working capital
to support sales increases.
The Company prefers to own rather than lease its restaurant facilities
when possible. The cost of developing the Company's prototype Logan's Roadhouse
restaurant is estimated to range from $2.0 to $2.6 million, including $900,000
for building costs, $400,000 for equipment costs and $175,000 for preopening
costs. Land acquisition costs, including site preparation, are the most variable
development costs and are estimated to range between $500,000 and $1.1 million.
The cost of development of a new restaurant will not include land acquisition
costs if the property is leased rather than purchased.
Capital expenditures and preopening costs for 1998 are estimated to
range from approximately $27.1 million to $29.4 million for the development of
18 or 19 new restaurants of which 13 or 14 are expected to be opened in 1998
depending on the availability of quality sites, the hiring and training of
sufficiently skilled management and other personnel and other factors. In
addition, the Company plans to spend approximately $500,000 in 1998 to renovate
and replace equipment in existing restaurants.
Management believes that the available cash and investments (including
an unused $2.5 million bank line of credit) and cash provided from operations,
will be sufficient to fund the Company's expansion plans through 1998. Should
the Company's actual results of operations fall short of, or its rate of
expansion significantly exceed its plans, or should its costs or capital
expenditures exceed expectations, the Company may need to seek additional
financing in
21
<PAGE> 22
the future. In negotiating such financing, there can be no assurance that the
Company will be able to raise additional capital on terms satisfactory to the
Company.
In order to provide any additional funds necessary to pursue the
Company's growth strategy, the Company may incur, from time to time, additional
short and long-term indebtedness and may issue, in public or private
transactions, its equity and debt securities, the availability and terms of
which will depend upon market and other conditions. There can be no assurance
that such additional financing will be available on terms acceptable to the
Company.
RISK FACTORS
This Annual Report on Form 10-K and other information that is provided
by the Company contain forward-looking statements including those regarding the
opening of additional restaurants, planned capital expenditures, the adequacy of
the Company's capital resources and other statements regarding trends relating
to various revenue and expense items. These statements are subject to a number
of risks and uncertainties beyond the Company's control that could cause the
Company's actual results to differ materially from those projected in such
forward-looking statements. These important risks and uncertainties include, but
are not limited to, the following:
Expansion Risks; Need for Additional Financing
The Company's continued growth depends on its ability to locate and
open new restaurants and to operate such restaurants profitably. Some of the
Company's new restaurants may be opened in geographic markets in which the
Company has limited or no previous operating experience. The Company's ability
to expand the number of its restaurants will depend on a number of factors,
including the selection and availability of quality restaurant sites, the
negotiation of acceptable lease or purchase terms, the securing of required
governmental permits and approvals, the adequate supervision of construction,
the hiring, training and retaining of skilled management and other personnel,
the availability of adequate financing and other factors, many of which are
beyond the control of the Company. The hiring and retention of management and
other personnel may be difficult given the low unemployment rates in the areas
in which the Company intends to operate. There can be no assurance that the
Company will be successful in opening the number of restaurants anticipated in a
timely manner. Furthermore, there can be no assurance that the Company's new
restaurants will generate sales revenue or profit margins consistent with those
of the Company's existing restaurants, or that these new restaurants will be
operated profitably.
In pursuing its growth strategy, the Company may incur, from time to
time, short-term and long-term bank indebtedness and may issue, in public or
private transactions, its equity and debt securities, the availability and terms
of which will depend upon market and other conditions. There can be no assurance
that such additional financing will be available on terms acceptable to the
Company. If the Company incurs substantial indebtedness after this offering and
becomes highly leveraged, the Company's ability to obtain additional financing
for working capital, capital expenditures or other purposes could be impaired
and a substantial portion of the Company's cash flow from operations could be
used to cover debt service, limiting the Company's ability to withstand
competitive
22
<PAGE> 23
pressures and economic downturns and increasing the risk of acceleration of
maturity, default and loss of security pursuant to the terms of such
indebtedness.
Small Restaurant Base
The Company currently operates 29 Logan's Roadhouse restaurants, 11 of
which have been open for less than one year. Consequently, the sales and
earnings achieved to date by these Logan's Roadhouse restaurants may not be
indicative of future operating results. Moreover, because of the relatively
small number of restaurants currently operated by the Company, poor operating
results at a small number of restaurants could negatively affect the
profitability of the entire Company. An unsuccessful new restaurant or
unexpected difficulties encountered during expansion could have a greater
adverse effect on the Company's results of operations than would be the case in
a restaurant company with more restaurants. In addition, the Company leases 11
of its restaurants. Each lease agreement provides that the lessor may terminate
the lease if the Company defaults in payment of any rent or taxes, breaches any
covenants or agreements or is adjudicated bankrupt. Termination of any of the
Company's leases pursuant to such terms could adversely affect the Company's
results of operations.
Geographic Concentration of Company-Owned Restaurants
The Company's existing restaurants are located in Alabama, Georgia,
Indiana, Kentucky, Louisiana, Tennessee and West Virginia, and the Company plans
to expand in the Southeast, Midwest and Mid-Atlantic. Additionally, the
Company's three franchised restaurants are located in Oklahoma and South
Carolina. As a result, the Company's results of operations may be materially
affected by the economies of these states and other geographic regions in which
the Company's restaurants are located. There can be no assurance that the
Company will be able to operate restaurants profitably in new markets.
Changes in Food and Other Costs; Supply Risks
The profitability of the Company is significantly dependent on its
ability to anticipate and react to changes in food, labor, employee benefits and
similar costs over which the Company has no control. Specifically, the Company
also is dependent on frequent deliveries of produce and fresh beef, with the
cost of fresh beef representing approximately 12% of the Company's net food
sales in 1997. As a result, the Company is subject to the risk of possible
shortages or interruptions in supply caused by adverse weather or other
conditions which could adversely affect the availability and cost of such items.
While in the past management has been able to anticipate and react to changing
costs through its purchasing practices or menu price adjustments without a
material adverse effect on profitability, there can be no assurance that it will
be able to do so in the future.
Competition
Competition in the restaurant industry is intense. Logan's Roadhouse
restaurants compete with mid-priced, full-service, casual dining restaurants
primarily on the basis of quality, atmosphere, location and value. Moreover,
other restaurants operate with concepts that compete for the same casual dining
customers as the Company, with the number of casual dining restaurants
emphasizing steaks substantially increasing in recent years. In
23
<PAGE> 24
addition to existing traditional steakhouse restaurants, the Company expects to
face competition from new entries into the steakhouse segment of the restaurant
industry. The Company also competes with other restaurants and retail
establishments for quality sites.
Many of the Company's competitors are well established and have
substantially greater financial, marketing and other resources than the Company.
Regional and national restaurant companies recently have expanded their
operations in the current and anticipated market areas of the Company. There can
be no assurance that the expansion of these well-financed chains in these market
areas will not adversely affect the Company's results of operations.
Restaurant Industry Risks
The restaurant business is affected by changes in consumer tastes,
national, regional and local economic conditions, demographic trends, traffic
patterns and the type, number and location of competing restaurants. In
addition, factors such as inflation, increased food, labor and employee benefit
costs and the availability of an experienced management and hourly employees
also may adversely affect the restaurant industry in general and the Company's
restaurants in particular.
Dependence on Senior Management
The development of the Company's business has been and will continue to
be highly dependent upon the Company's President and Chief Executive Officer,
Edwin W. Moats, Jr., its Senior Vice President of Operations, Peter W. Kehayes,
its Senior Vice President of Development, Ralph W. McCracken, and its Senior
Vice President of Finance and Chief Financial Officer, David J. McDaniel. The
loss of the services of any one of the Company's four executive officers could
have a material adverse effect upon the Company's business and development.
Government Regulation
The restaurant industry is subject to extensive state and local
government regulation relating to the sale of food and alcoholic beverages, and
health, fire and building codes. Termination of the liquor license for any
Logan's Roadhouse restaurant would adversely affect the revenues for the
restaurant. Restaurant operating costs also are affected by other government
actions that are beyond the Company's control, including increases in the
minimum hourly wage requirements, workers' compensation insurance rates and
unemployment and other taxes. Difficulties or failure in obtaining required
licensing or other regulatory approvals could delay or prevent the opening of a
new Logan's Roadhouse restaurant. The suspension of, or inability to retain or
renew, a license also could interrupt and adversely affect the operations at an
existing restaurant.
Franchising
In January 1996 and March 1997, respectively, the Company entered into
agreements with each of L.W. Group, a corporation controlled by Mr. Wachtel, and
CMAC, a corporation controlled by Mr. McWhorter, in connection with the
franchising of Logan's Roadhouse restaurants in select market areas not in the
Company's immediate expansion plans. Pursuant to the terms of such agreements,
L.W. Group obtained the exclusive right
24
<PAGE> 25
to develop Logan's Roadhouse restaurants within certain counties of Arkansas,
Oklahoma and Texas until December 31, 2000, and CMAC obtained the exclusive
right to develop Logan's Roadhouse restaurants within Augusta, Georgia and the
states of North Carolina and South Carolina until March 31, 2002. Each agreement
is subject to automatic renewal for an additional five-year term upon the
satisfaction of certain conditions. Management also is considering other
franchising opportunities on a limited basis in areas which are not in the
Company's immediate expansion plans and has had preliminary discussions with
third parties that could result in the franchising of additional Logan's
Roadhouse restaurants. The success of the Company, therefore, may be dependent,
in part, upon the successful operation of the Logan's Roadhouse restaurants to
be developed by franchisees, including the Franchisees. Any occurrence that
creates adverse publicity involving a Logan's Roadhouse restaurant may have an
adverse effect upon the Company regardless of whether such event involves a
Company-owned or a franchised restaurant.
Volatility of Market Price
From time to time, there may be significant volatility in the market
price of the Common Stock. The Company believes that the current market price of
its Common Stock reflects expectations that the Company will be able to continue
to operate its restaurants profitably and to develop new restaurants at a
significant rate and operate them profitably. If the Company is unable to
operate its restaurants as profitably and develop restaurants at a pace that
reflects the expectations of the market, investors could sell shares of the
Common Stock at or after the time that it becomes apparent that such
expectations may not be realized, resulting in a decrease in the market price of
the Common Stock.
In addition to the operating results of the Company, changes in
earnings estimated by analysts, changes in general conditions in the economy or
the financial markets or other developments affecting the Company or its
industry could cause the market price of the Common Stock to fluctuate
substantially. In recent years the stock market has experienced extreme price
and volume fluctuations. This volatility has had a significant effect on the
market prices of securities issued by many companies for reasons related to
their operating performance.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
No disclosure required.
25
<PAGE> 26
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Index to Financial Statements
<TABLE>
<CAPTION>
Page
----
<S> <C>
Independent Auditors' Report.................................... F-1
Balance Sheets at December 28, 1997 and
December 29, 1996............................................... F-2
Statements of Earnings, each of the three years
ended December 28, 1997, December 29, 1996 and
December 31, 1995............................................... F-3
Statements of Partners' and Shareholders' Equity,
each of the three years ended December 28, 1997,
December 29, 1996 and December 31, 1995......................... F-4
Statements of Cash Flows, each of the three years
ended December 28, 1997, December 29, 1996 and
December 31, 1995............................................... F-5
Notes to Financial Statements .................................. F-7
</TABLE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Directors
The information regarding the directors of the Company is incorporated
by reference to the information contained under the caption "Proposal 1:
Election of Directors" included in the Company's Proxy Statement relating to the
Annual Meeting of Shareholders to be held on May 7, 1998.
Executive Officers
The information regarding the executive officers of the Company is
incorporated by reference to the information contained under the caption
"Executive Compensation - Executive Officers of the Company" included in the
Company's Proxy Statement relating to the Annual Meeting of Shareholders to be
held on May 7, 1998.
26
<PAGE> 27
Compliance with Section 16(a) of the Exchange Act
This information is incorporated by reference to the information
contained under the caption "Compliance with Reporting Requirements of the
Exchange Act" included in the Company's Proxy Statement relating to the Annual
Meeting of Shareholders to be held on May 7, 1998.
ITEM 11. EXECUTIVE COMPENSATION
This information is incorporated by reference to the information
contained under the caption "Executive Compensation" included in the Company's
Proxy Statement relating to the Annual Meeting of Shareholders to be held on May
7, 1998.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
This information is incorporated by reference to the information
contained under the caption "Voting Securities and Principal Holders Thereof"
included in the Company's Proxy Statement relating to the Annual Meeting of
Shareholders to be held on May 7, 1998.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
This information is incorporated by reference to the information
contained under the caption "Certain Transactions" included in the Company's
Proxy Statement relating to the Annual Meeting of Shareholders to be held on May
7, 1998.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Index to Financial Statements, Financial Statement Schedules and Exhibits
(1) Financial Statements: See Item 8 herein.
(2) Financial Statement Schedules:
All schedules are omitted, because they are not applicable or not
required, or because the required information is included in the financial
statements or notes thereto incorporated by reference.
(3) Exhibits:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
------ -----------------------
<S> <C> <C>
2 -- Exchange Agreement, dated May 30, 1995, by and among
O'Charley's Inc., each of the shareholders of Logan's
Management Group, Inc. and the Registrant(1)
3.1 -- Amended and Restated Charter of the Registrant(1)
3.2 -- Bylaws of the Registrant(1)
</TABLE>
27
<PAGE> 28
<TABLE>
<S> <C> <C>
4.1 -- Section 8 of the Amended and Restated Charter of the
Registrant (included in Exhibit 3.1)(1)
4.2 -- Specimen of Common Stock certificate(1)
10.1 -- Registrant's 1995 Non-Employee Director Stock Option Plan(2)
10.2 -- Registrant's 1995 Incentive Stock Plan(2)
10.3 -- Lease Agreement, dated September 23, 1994, between the
Registrant and LaSalle Fund III (executive offices)(1)
10.4 -- Loan Agreement, dated February 16, 1996, between the
Registrant and First American National Bank(3)
10.5 -- Master Secured Promissory Note, dated February 16, 1996, of
the Registrant to First American National Bank(3)
10.6 -- Letter Agreement, dated August 9, 1995, between the
Registrant and Kraft Foodservice, Inc.(3)
10.7 -- Letter Agreement, dated January 9, 1996, between the
Registrant and Coca-Cola Fountain(3)
10.8 -- Area Development Agreement, dated January 12, 1996, between
the Registrant, L.W. Group, Inc. and David K. Wachtel, Jr.(3)
10.9 -- Form of Franchise Agreement between the Registrant, L.W.
Group, Inc. and David K. Wachtel, Jr.(3)
10.10 -- Area Development Agreement, dated March 17, 1997, between
the Registrant, CMAC Incorporated and Charles F. McWhorter, Jr.(4)
10.11 -- Form of Franchise Agreement between the Registrant, CMAC
Incorporated and Charles F. McWhorter, Jr.(4)
10.12 -- Amended and Restated Employment Agreement, dated January
14, 1998, between Edwin W. Moats, Jr. and the Registrant
10.13 -- Employment Agreement, dated January 14, 1998, between Peter
Kehayes and the Registrant
10.14 -- Employment Agreement, dated January 14, 1998, between Ralph
W. McCracken and the Registrant
10.15 -- Employment Agreement, dated January 14, 1998, between David
J. McDaniel and the Registrant
10.16 -- 1998 Executive Bonus Plan
10.17 -- Sponsorship Agreement, dated February 24, 1998, between the
Registrant and Southern Racing Promotions, Inc.
21 -- Subsidiaries of the Registrant
23 -- Consent of KPMG Peat Marwick LLP
27.1 -- Financial Data Schedule for fiscal year ended December 29, 1996
(for SEC use only)
27.2 -- Financial Data Schedule for fiscal year ended December 28, 1997
(for SEC use only)
</TABLE>
- ---------------
(1) Incorporated by reference to the Registrant's Registration Statement
on Form SB-2 (Registration No. 33-92976-A).
(2) Incorporated by reference to the Registrant's Registration Statement
on Form S-8 (Registration No. 333-48015).
(3) Incorporated by reference to the Registrant's Registration Statement
on Form SB-2 (Registration No. 333-2570).
(4) Incorporated by reference to the Registrant's Annual Report on Form
10-KSB for the fiscal year ended December 29, 1996 (Commission File
No. 0-26400).
28
<PAGE> 29
EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS
The following is a list of all executive compensation plans and
arrangements filed as exhibits to this Annual Report on Form 10-K:
1. Registrant's 1995 Non-Employee Director Stock Option Plan (filed
as Exhibit 10.1)
2. Registrant's 1995 Incentive Stock Plan (filed as Exhibit 10.2)
3. Amended and Restated Employment Agreement, dated January 14,
1998, between Edwin W. Moats, Jr. and the Registrant (filed as
Exhibit 10.12)
4. Employment Agreement, dated January 14, 1998, between Peter
Kehayes and the Registrant (filed as Exhibit 10.13)
5. Employment Agreement, dated January 14, 1998, between Ralph W.
McCracken and the Registrant (filed as Exhibit 10.14)
6. Employment Agreement, dated January 14, 1998, between David J.
McDaniel and the Registrant (filed as Exhibit 10.15)
7. 1998 Executive Bonus Plan (filed as Exhibit 10.16)
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the Registrant during the
reporting period.
29
<PAGE> 30
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Date: March 26, 1998 LOGAN'S ROADHOUSE, INC.
By: /s/ Edwin W. Moats, Jr.
------------------------------------
Edwin W. Moats, Jr.
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
NAME TITLE(S) DATE
- ---- -------- ----
<S> <C> <C>
/s/ Edwin W. Moats, Jr. Chairman of the Board, President March 26, 1998
- ---------------------------- and Chief Executive Officer (principal
Edwin W. Moats, Jr. executive officer)
/s/ David J. McDaniel Senior Vice President of Finance, March 26, 1998
- ---------------------------- Chief Financial Officer (principal
David J. McDaniel financial and accounting officer),
Secretary, Treasurer and Director
/s/ Gary T. Baker Director March 26, 1998
- ----------------------------
Gary T. Baker
/s/ Jerry O. Bradley Director March 26, 1998
- ----------------------------
Jerry O. Bradley
Director March , 1998
- ----------------------------
B. Tom Collins
Director March , 1998
- ----------------------------
Thomas E. Ervin
/s/ Ted H. Welch Director March 26, 1998
- ----------------------------
Ted H. Welch
</TABLE>
<PAGE> 31
LOGAN'S ROADHOUSE, INC.
(FORMERLY LOGAN'S PARTNERSHIP)
Financial Statements
December 28, 1997 and December 29, 1996
(With Independent Auditors' Report Thereon)
<PAGE> 32
INDEPENDENT AUDITORS' REPORT
----------------------------
The Board of Directors
Logan's Roadhouse, Inc.:
We have audited the accompanying balance sheets of Logan's Roadhouse, Inc. and
its predecessor company, Logan's Partnership, as of December 28, 1997 and
December 29, 1996, and the related statements of earnings, partners' and
shareholders' equity, and cash flows for each of the years in the three-year
period ended December 28, 1997. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Logan's Roadhouse, Inc. and its
predecessor company, Logan's Partnership, as of December 28, 1997 and December
29, 1996, and the results of its operations and its cash flows for each of the
years in the three-year period ended December 28, 1997, in conformity with
generally accepted accounting principles.
January 30, 1998
F-1
<PAGE> 33
LOGAN'S ROADHOUSE, INC.
Balance Sheets
December 28, 1997 and December 29, 1996
<TABLE>
<CAPTION>
ASSETS 1997 1996
------ ----- -----
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 6,466,775 $ 780,307
Investments, at amortized cost (note 2) 17,900,052 7,807,289
Interest receivable 115,304 148,661
Accounts receivable 697,319 353,250
Inventories 471,150 250,582
Preopening costs 923,225 831,563
Prepaid expenses and other current assets 762,185 270,356
----------- -----------
Total current assets 27,336,010 10,442,008
Investments, at amortized cost (note 2) - 1,253,444
Property and equipment, net (note 3) 51,075,003 33,691,774
Other assets 112,198 71,873
----------- -----------
Total assets $78,523,211 $45,459,099
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Current liabilities:
Accounts payable $ 2,402,763 $ 2,656,152
Accrued payroll and related expenses 1,466,149 883,675
Deferred revenue 492,804 392,376
Income taxes payable (note 7) 280,458 89,163
Accrued state and local taxes 732,338 488,072
Deferred income taxes (note 7) 332,178 299,800
----------- -----------
Total current liabilities 5,706,690 4,809,238
Deferred income taxes (note 7) 1,191,299 648,028
----------- -----------
Total liabilities 6,897,989 5,457,266
Shareholders' equity (note 6):
Common stock, $0.01 par value; 15,000,000 shares authorized;
7,142,418 and 6,013,784 shares issued and outstanding in
1997 and 1996, respectively 71,424 60,138
Additional paid-in capital 60,048,611 35,072,026
Retained earnings 11,505,187 4,869,669
----------- -----------
Total shareholders' equity 71,625,222 40,001,833
----------- -----------
Commitments and contingencies (notes 4, 5, and 10)
Total liabilities and shareholders' equity $78,523,211 $45,459,099
=========== ===========
</TABLE>
See accompanying notes to financial statements.
F-2
<PAGE> 34
LOGAN'S ROADHOUSE, INC.
Statements of Earnings
Years ended December 28, 1997, December 29, 1996, and December 31, 1995
<TABLE>
<CAPTION>
1997 1996 1995
----- ----- -----
<S> <C> <C> <C>
Net restaurant sales $66,530,400 $41,044,121 $27,900,234
Costs and expenses (note 8):
Cost of restaurant sales:
Food and beverage 21,884,389 13,661,800 9,953,495
Labor and benefits 18,583,426 11,211,976 7,506,094
Occupancy and other 9,548,697 5,974,489 4,593,580
Depreciation and amortization 3,597,666 1,869,502 990,479
General and administrative expenses 3,567,647 2,449,029 1,727,660
----------- ----------- -----------
57,181,825 35,166,796 24,771,308
----------- ----------- -----------
Income from operations 9,348,575 5,877,325 3,128,926
Other income (expense):
Interest income 600,614 378,097 76,451
Franchise income (note 9) 204,079 124,742 -
Interest expense - (69,606) (254,411)
----------- ----------- -----------
804,693 433,233 (177,960)
----------- ----------- -----------
Earnings before income taxes 10,153,268 6,310,558 2,950,966
Income tax expense (note 7) 3,517,750 2,161,997 909,300
----------- ----------- -----------
Net earnings $ 6,635,518 $ 4,148,561 $ 2,041,666
=========== =========== ===========
Pro forma earnings data (note 1(m)):
Earnings before income taxes, as reported $ 2,950,966
Pro forma income taxes 1,045,822
-----------
Pro forma net earnings $ 1,905,144
===========
Net earnings per share (pro forma data for 1995):
Basic $ 1.02 $ 0.73 $ 0.50
=========== =========== ===========
Diluted $ 0.99 $ 0.71 $ 0.50
=========== =========== ===========
</TABLE>
See accompanying notes to financial statements.
F-3
<PAGE> 35
LOGAN'S ROADHOUSE, INC.
Statements of Partners' and Shareholders' Equity
Years ended December 28, 1997, December 29, 1996, and December 31, 1995
<TABLE>
<CAPTION>
ADDITIONAL
PARTNERS' COMMON PAID-IN RETAINED
EQUITY STOCK CAPITAL EARNINGS TOTAL
-------- ------ ---------- -------- -----
<S> <C> <C> <C> <C> <C>
Balance at December 25, 1994 $ 817,433 $ - $ - $ - $ 817,433
Net earnings 1,320,558 - - 721,108 2,041,666
Partner distributions (852,141) - - - (852,141)
Transfer of partnership equity
for 3,067,500 shares of
common stock (1,285,850) 30,675 1,255,175 - -
Net proceeds from issuance of
1,650,000 shares of
common stock - 16,500 13,031,135 - 13,047,635
----------- ------- ------------ ----------- ------------
Balance at December 31, 1995 - 47,175 14,286,310 721,108 15,054,593
Net earnings - - - 4,148,561 4,148,561
Net proceeds from issuance of
1,293,750 shares of common
stock - 12,937 20,760,086 - 20,773,023
Net proceeds from exercise of
2,555 stock options and
related tax benefits - 26 25,630 - 25,656
----------- -------- ----------- ----------- -----------
Balance at December 29, 1996 - 60,138 35,072,026 4,869,669 40,001,833
Net earnings - - - 6,635,518 6,635,518
Net proceeds from issuance of
1,100,000 shares of common
stock - 11,000 24,555,019 - 24,566,019
Net proceeds from exercise of
28,634 stock options and
related tax benefits - 286 421,566 - 421,852
----------- ------- ----------- ----------- -----------
Balance at December 28, 1997 $ - $71,424 $60,048,611 $11,505,187 $71,625,222
=========== ======= =========== =========== ===========
</TABLE>
See accompanying notes to financial statements.
F-4
<PAGE> 36
LOGAN'S ROADHOUSE, INC.
Statements of Cash Flows
Years ended December 28, 1997, December 29, 1996, and December 31, 1995
<TABLE>
<CAPTION>
1997 1996 1995
----- ----- -----
<S> <C> <C>
Cash flows from operating activities:
Net earnings $ 6,635,518 $ 4,148,561 $ 2,041,666
Adjustments to reconcile net earnings to net cash provided
by operating activities:
Depreciation and amortization of property
and equipment 1,912,588 1,054,031 510,800
Amortization of preopening costs 1,685,078 815,471 479,679
Net amortization and (accretion) of premiums and
discounts on investment securities 81,043 (232,352) -
Deferred income tax provision 575,649 626,628 321,200
Change in assets and liabilities:
Interest receivable 33,357 (137,597) (11,064)
Accounts receivable (344,069) (168,375) (122,784)
Inventories (220,568) (92,644) (33,133)
Preopening costs (1,776,740) (1,271,020) (724,914)
Prepaid expenses and other current assets (491,829) (37,568) (184,500)
Other assets (40,325) (15,856) (23,272)
Due from related parties - - 12,117
Accounts payable and accrued payroll and related
expenses 329,085 2,366,303 321,165
Deferred revenue 100,428 152,417 89,859
Income taxes payable 191,295 56,117 49,700
Accrued state and local taxes 244,266 37,597 284,623
------------ ------------ ------------
Net cash provided by operating activities 8,914,776 7,301,713 3,011,142
------------ ------------ ------------
Cash used by investing activities:
Additions to property and equipment (19,295,817) (18,145,511) (13,885,816)
Purchases of investments (29,435,362) (19,000,000) -
Proceeds from maturities of investments 20,515,000 10,171,619 -
------------ ------------ ------------
Net cash used by investing activities (28,216,179) (26,973,892) (13,885,816)
------------ ------------ ------------
</TABLE>
F-5
<PAGE> 37
LOGAN'S ROADHOUSE, INC.
Statements of Cash Flows, Continued
<TABLE>
<CAPTION>
1997 1996 1995
----- ----- -----
<S> <C> <C> <C>
Cash flows from financing activities:
Net proceeds from issuance of common stock $24,566,019 20,773,023 13,047,635
Net proceeds from exercise of stock options 421,852 9,002 -
Proceeds from long-term obligations - - 2,693,173
Payments on long-term obligations - (2,579,251) (2,164,404)
Partner distributions - - (852,141)
----------- ----------- -----------
Net cash provided by financing activities 24,987,871 18,202,774 12,724,263
----------- ----------- -----------
Net increase (decrease) in cash and cash equivalents 5,686,468 (1,469,405) 1,849,589
Cash and cash equivalents at beginning of year 780,307 2,249,712 400,123
----------- ----------- -----------
Cash and cash equivalents at end of year $ 6,466,775 $ 780,307 $ 2,249,712
=========== =========== ===========
SUPPLEMENTAL DISCLOSURES:
Cash paid for interest $ - $ 69,606 $ 254,411
Cash paid for income taxes $ 2,696,551 $ 1,416,000 $ 538,400
=========== =========== ===========
</TABLE>
See accompanying notes to financial statements.
F-6
<PAGE> 38
LOGAN'S ROADHOUSE, INC.
Notes to Financial Statements
December 28, 1997 and December 29, 1996
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
------------------------------------------
(A) ORGANIZATION
------------
At December 28, 1997, Logan's Roadhouse, Inc. (the Company),
operates twenty-four Company-owned restaurants and three
franchised restaurants. The Company's concept is intended to offer
casual dining customers a relaxed environment that is both lively
and entertaining. The Company's restaurants are located in
mid-sized metropolitan markets and smaller markets in the
Southeastern and Midwestern areas of the United States.
The Company was formed on March 30, 1995 for the purpose of
acquiring the partnership interests of Logan's Partnership (the
Predecessor) pursuant to an exchange agreement between the Company
and the partners of the Predecessor. Such exchange took place
immediately prior to the initial public offering of the Company's
common stock on July 26, 1995. The Predecessor commenced
operations on August 10, 1992 to own, develop and manage an
existing Logan's Roadhouse restaurant and to acquire and develop
additional restaurant locations.
The financial statements for fiscal year 1995 include the
operations of the Predecessor for the period December 26, 1994
through July 25, 1995 and the operations of the Company for the
period July 26, 1995 through December 31, 1995. The assets and
liabilities transferred from the Predecessor to the Company were
at the amounts recorded in the accounts of the Predecessor.
The Company's fiscal year ends on the last Sunday in December.
Fiscal years 1997 and 1996 were comprised of 52 weeks and fiscal
year 1995 was comprised of 53 weeks.
(B) USE OF ESTIMATES
----------------
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
(C) CASH AND CASH EQUIVALENTS
-------------------------
The Company considers all highly liquid debt instruments with
original maturities of three months or less to be cash
equivalents.
(Continued)
F-7
<PAGE> 39
LOGAN'S ROADHOUSE, INC.
Notes to Financial Statements
(D) INVESTMENTS
-----------
Investment securities consist of municipal and corporate debt
securities. The Company classifies its debt and equity securities
in one of three categories: trading, available-for-sale, or
held-to-maturity. Trading securities are bought and held
principally for the purpose of selling them in the near term.
Held-to-maturity securities are those securities in which the
Company has the ability and intent to hold the security until
maturity. All other securities not included in trading or
held-to-maturity are classified as available-for-sale.
Trading and available-for-sale securities are recorded at fair
value. Held-to-maturity securities are recorded at amortized cost,
adjusted for the amortization or accretion of premiums or
discounts. Unrealized holding gains and losses on trading
securities are included in earnings. Unrealized holding gains and
losses, net of the related tax effect, on available-for-sale
securities are excluded from earnings and are reported as a
separate component of shareholders' equity until realized.
Realized gains and losses from the sale of available-for-sale
securities are determined on a specific identification basis.
A decline in the market value of any available-for-sale or
held-to-maturity security below cost that is deemed other than
temporary results in a reduction in carrying amount to fair value.
The impairment is charged to earnings and a new cost basis for the
security is established. Premiums and discounts are amortized or
accreted over the life of the related held-to-maturity security as
an adjustment to yield using the effective interest method.
Dividend and interest income are recognized when earned.
(E) INVENTORIES
-----------
Inventories are valued at the lower of cost (first-in, first-out
method) or market and consist primarily of food, beverages and
supplies. The Company maintains its inventory at a level which
management believes is sufficient to meet customer sales volume.
(F) PREOPENING COSTS
----------------
Preopening costs represent costs incurred prior to a restaurant
opening. These costs are capitalized and amortized over a 12-month
period commencing the date the restaurant opens.
(G) PROPERTY AND EQUIPMENT
----------------------
Property and equipment are stated at cost. Depreciation on
property and equipment is calculated on a straight-line method
over the following estimated useful lives: building and building
improvements - 30 years, and furniture, fixtures and equipment -
five to ten years. Leasehold improvements are amortized over the
shorter of the asset's estimated useful life or the lease term.
Gains or losses are recognized upon the disposal of property and
equipment and the asset and related accumulated depreciation and
amortization are removed from the accounts. Maintenance and
repairs are charged to costs and expenses as incurred.
(Continued)
F-8
<PAGE> 40
LOGAN'S ROADHOUSE, INC.
Notes to Financial Statements
(H) DEFERRED REVENUE
----------------
Deferred revenue consists of gift certificates sold, but
unredeemed.
(I) ADVERTISING COSTS
-----------------
The Company expenses advertising costs as incurred.
(J) YEAR 2000
---------
In 1997, the Company developed a plan to deal with the Year 2000
problem and began converting its computer systems to be Year 2000
compliant. The plan provides for the conversion efforts to be
completed by the end of 1999. The Year 2000 problem is the result
of computer programs being written using two digits rather than
four to define the applicable year. The Company expenses all costs
associated with these systems changes as the costs are incurred.
Management believes the impact of the Year 2000 issue will not
have a significant impact on the Company's operations or
liquidity.
(K) FRANCHISE INCOME
----------------
Franchise fees are recognized when the Company's obligated
services are substantially performed and the franchisee's
restaurant has opened for business. Monthly franchise royalties
are recognized on an accrual basis and related costs are expensed
when incurred. Franchise expenses are included in general and
administrative expenses on the accompanying statements of
earnings.
(L) INCOME TAXES
------------
The Company provides for income taxes in accordance with the asset
and liability method of accounting for income taxes. Deferred tax
assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and
their respective tax bases. Deferred tax assets and liabilities
are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are
expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in
income in the period that includes the enactment date. Prior to
July 26, 1995, no provision for income taxes has been made in the
accompanying financial statements, as the liability for any such
taxes is that of the partners.
(Continued)
F-9
<PAGE> 41
LOGAN'S ROADHOUSE, INC.
Notes to Financial Statements
(M) EARNINGS PER SHARE DATA
-----------------------
The Company adopted Statement of Financial Accounting Standards
(SFAS) No. 128 Earnings Per Share, during the fourth quarter of
1997. Accordingly, all prior period earnings per share data has
been restated in accordance with SFAS No. 128. Basic earnings per
share data has been computed on the basis of the weighted average
number of shares outstanding and diluted earnings per share data
has been computed on the basis of the weighted average number of
shares outstanding, including stock equivalents, which consist of
stock options. The earnings per share data presented in these
financial statements for 1995 is pro forma data since it bases the
number of shares outstanding for the beginning of the year through
July 25, 1995 as the shares received by the partners of the
Predecessor pursuant to an exchange agreement and income taxes
have been calculated for the same periods assuming the Predecessor
was subject to income taxes.
(N) FAIR VALUE OF FINANCIAL INSTRUMENTS
-----------------------------------
The fair values of the financial instruments are estimates based
upon current market conditions and quoted market prices for the
same or similar instruments as of December 28, 1997 and December
29, 1996. Book value approximates fair value for substantially all
of the Company's assets and liabilities which fall under the
definition of financial instruments.
(O) STOCK OPTION PLAN
-----------------
Prior to January 1, 1996, the Company accounted for its stock
option plan in accordance with the provisions of Accounting
Principles Board (APB) Opinion No. 25, Accounting for Stock Issued
to Employees, and related interpretations. As such, compensation
expense would be recorded on the date of grant only if the current
market price of the underlying stock exceeded the exercise price.
On January 1, 1996, the Company adopted Statement of Financial
Accounting Standards (SFAS) No. 123, Accounting for Stock-Based
Compensation, which permits entities to recognize as expense over
the vesting period the fair value of all stock-based awards on the
date of grant. Alternatively, SFAS No. 123 also allows entities to
continue to apply the provisions of APB Opinion No. 25 and provide
pro forma net income and pro forma earnings per share disclosures
for employee stock option grants made in 1995 and future years as
if the fair-value-based method defined in SFAS No. 123 had been
applied. The Company has elected to continue to apply the
provisions of APB Opinion No. 25 and provide the pro forma
disclosure provisions of SFAS No. 123.
(Continued)
F-10
<PAGE> 42
LOGAN'S ROADHOUSE, INC.
Notes to Financial Statements
(P) IMPAIRMENT OF LONG-LIVED ASSETS AND LONG-LIVED ASSETS TO BE
DISPOSED OF
-----------------------------------------------------------
The Company adopted the provisions of SFAS No. 121, Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of, on January 1, 1996. This statement requires that
long-lived assets and certain identifiable intangibles be reviewed
for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be
recoverable. Recoverability of assets to be held and used is
measured by a comparison of the carrying amount of an asset to
future net cash flows expected to be generated by the asset. If
such assets are considered to be impaired, the impairment to be
recognized is measured by the amount by which the carrying amount
of the assets exceed the fair value. Assets to be disposed of are
reported at the lower of the carrying amount or fair value less
costs to sell. Adoption of this statement had no impact on the
Company's financial position, results of operations, or liquidity.
(2) INVESTMENT SECURITIES
---------------------
The Company classifies investment securities at December 28, 1997 and
December 29, 1996 as held-to-maturity. The amortized cost, gross
unrealized holding gains, gross unrealized holding losses, and
approximate fair values for investment securities by major security type
and class at such dates were as follows:
<TABLE>
<CAPTION>
DECEMBER 28, 1997
--------------------------------------------------
GROSS GROSS
UNREALIZED UNREALIZED
AMORTIZED HOLDING HOLDING FAIR
COST GAINS LOSSES VALUE
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Held-to-maturity:
Municipal securities $ 9,164,691 3,090 - 9,167,781
Corporate securities 8,735,361 - (302) 8,735,059
----------- ------- ------- -----------
$17,900,052 3,090 (302) 17,902,840
=========== ======= ======= ===========
<CAPTION>
DECEMBER 29, 1996
---------------------------------------------------
GROSS GROSS
UNREALIZED UNREALIZED
AMORTIZED HOLDING HOLDING FAIR
COST GAINS LOSSES VALUE
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Held-to-maturity:
Municipal securities $ 6,558,712 $27,128 $ - $ 6,585,840
Corporate securities 2,502,021 - (5,071) 2,496,950
----------- ------- ------- -----------
$ 9,060,733 $27,128 $(5,071) $ 9,082,790
=========== ======= ======= ===========
</TABLE>
(Continued)
F-11
<PAGE> 43
LOGAN'S ROADHOUSE, INC.
Notes to Financial Statements
Maturities of debt securities are as follows:
<TABLE>
<CAPTION>
DECEMBER 28, 1997 DECEMBER 29, 1996
----------------------------- ---------------------------
AMORTIZED FAIR AMORTIZED FAIR
COST VALUE COST VALUE
---------- ---------- --------- ----------
<S> <C> <C> <C> <C>
Due within one year $17,900,052 17,902,840 7,807,289 7,823,725
Due after one year through five years - - 1,253,444 1,259,065
----------- ---------- --------- ---------
$17,900,052 17,902,840 9,060,733 9,082,790
=========== ========== ========= =========
</TABLE>
(3) PROPERTY AND EQUIPMENT
----------------------
Property and equipment at December 28, 1997 and December 29, 1996,
consist of the following:
<TABLE>
<CAPTION>
1997 1996
----- -----
<S> <C> <C>
Land $14,636,730 $10,126,022
Building and building improvements 15,750,182 10,422,181
Furniture, fixtures and equipment 11,126,312 6,873,995
Leasehold improvements 9,779,559 5,230,073
Construction in progress 3,556,435 2,901,131
----------- -----------
54,849,218 35,553,402
Less accumulated depreciation (3,774,215) (1,861,628)
----------- -----------
$51,075,003 $33,691,774
=========== ===========
</TABLE>
(4) LONG-TERM OBLIGATIONS
---------------------
At December 28, 1997, the Company has a line of credit of $2,500,000 of
which the total amount is available and unused.
(Continued)
F-12
<PAGE> 44
LOGAN'S ROADHOUSE, INC.
Notes to Financial Statements
(5) LEASE COMMITMENTS
-----------------
The Company has various leases for its corporate offices and certain
restaurant land and buildings under operating lease agreements. Under
these leases, the Company pays taxes, insurance and maintenance costs in
addition to the lease payments. Certain of these leases (three at
December 28, 1997) provide for additional contingent rentals based on a
percentage of sales in excess of a minimum rent.
Future minimum lease payments at December 28, 1997, are as follows:
<TABLE>
<CAPTION>
OPERATING
LEASES
------
<S> <C>
1998 $ 1,143,132
1999 1,125,074
2000 998,400
2001 998,400
2002 984,991
Thereafter 10,306,943
-----------
Total minimum rentals $15,556,940
===========
</TABLE>
Rent expense for operating leases for each of the years in the three-year
period ending December 28, 1997 is as follows:
<TABLE>
<CAPTION>
1997 1996 1995
------ ------ ------
<S> <C> <C> <C>
Minimum rentals $ 889,787 $561,469 $ 705,220
Contingent rentals 119,743 102,846 357,417
---------- -------- ----------
$1,009,530 $664,315 $1,062,637
========== ======== ==========
</TABLE>
(Continued)
F-13
<PAGE> 45
LOGAN'S ROADHOUSE, INC.
Notes to Financial Statements
(6) SHAREHOLDERS' EQUITY
--------------------
(A) PUBLIC OFFERINGS
----------------
In July 1997, the Company completed an equity offering of
1,100,000 shares of its common stock and received net proceeds of
$24,566,019. Management intends to use the net proceeds to develop
additional restaurants and improve exiting restaurants. These
funds have been invested in marketable income-producing
investments, including municipal and corporate obligations, money
market funds, mutual funds, and other interest bearing securities.
In June 1996, the Company distributed a three-for-two stock split
effected in the form of a 50% stock dividend on outstanding
shares. All common shares and per share data included in the
financial statements and footnotes thereto have been restated to
reflect the stock split.
In April 1996, the Company completed a secondary public offering
of its common stock in which 1,293,750 shares were sold by the
Company for net proceeds of $20,773,023. In addition, 207,000
shares were sold by certain shareholders of the Company.
Approximately $2,250,000 of the net proceeds from the offering
were used to repay the Company's outstanding bank debt and capital
lease obligations. A portion of the net proceeds were used to help
fund the development of additional Logan's Roadhouse restaurants
during 1996 and the remaining proceeds were invested in various
investments consisting of municipal and corporate debt securities.
The proceeds from the maturities of the investments are expected
to help fund the development of future restaurants.
In July 1995, the Company completed the initial public offering of
its common stock in which 1,650,000 shares were sold by the
Company for net proceeds of $13,047,635. In addition, 1,609,500
shares were sold by certain shareholders of the Company. Net
proceeds from the offering were used to purchase at appraised
value of approximately $6,100,000 all the real property and
improvements of three of its restaurant sites which had previously
been owned by a partner of the Predecessor and all the
improvements on two of its restaurant sites subject to subleases
between the Company, as sublessee, and the partner of the
Predecessor, as sublessor, pursuant to the terms of the Company's
Partnership Agreement. Approximately $1,700,000 of the net
proceeds were used to repay the Company's outstanding bank debt
and the remaining net proceeds were used to help fund the
development of additional Logan's Roadhouse restaurants.
(B) STOCK OPTIONS
-------------
In May 1995, the Company adopted the Logan's Roadhouse, Inc. 1995
Incentive Stock Plan and the 1995 Non-Employee Director Stock
Option Plan. The Company has reserved 722,500 shares of common
stock for issuance pursuant to options to be granted under the
Incentive Stock Plan. A number of shares equal to 2% of the
outstanding shares of common stock currently outstanding have been
reserved for the Non-Employee Director Stock Option Plan. As of
December 28, 1997, a total of 865,348 shares of common stock have
been reserved for both plans. Options are granted at a price not
less than fair market value at the date of grant. Non-employee
director stock options vest one year from the date of grant, and
employee options vest twenty-five percent per year commencing one
year from the date of grant.
(Continued)
F-14
<PAGE> 46
LOGAN'S ROADHOUSE, INC.
Notes to Financial Statements
At December 28, 1997, there were 313,257 additional shares
available for grant under the Plans. The per share
weighted-average fair value of stock options granted during 1997,
1996 and 1995 was $13.98, $8.24 and $4.72, respectively, on the
date of grant using the Black Scholes option-pricing model. The
following weighted-average assumptions were used for 1997, 1996
and 1995: expected dividend yield 0%, risk-free interest rate of
6.0% and an expected life of five years. An expected volatility of
60.2% was used for 1997 and 52.3% was used for both 1996 and 1995.
The Company applies APB Opinion No. 25 in accounting for its Plans
and, accordingly, no compensation cost has been recognized for its
stock options in the financial statements. Had the Company
determined compensation cost based on the fair value at the grant
date for its stock options under SFAS No. 123, the Company's net
income would have been reduced to the pro forma amounts indicated
below:
<TABLE>
<CAPTION>
1997 1996 1995
----- ----- -----
<S> <C> <C> <C>
As reported:
Net earnings $6,635,518 $4,148,561 $1,905,144
========== ========== ==========
Earnings per share - basic $ 1.02 $ 0.73 $ 0.50
========== ========== ==========
Earnings per share - diluted $ 0.99 $ 0.71 $ 0.50
========== ========== ==========
Pro forma SFAS No. 123:
Net earnings $6,005,411 $3,816,704 $1,805,618
========== ========== ==========
Earnings per share - basic $ 0.92 $ 0.68 $ 0.48
========== ========== ==========
Earnings per share - diluted $ 0.89 $ 0.66 $ 0.47
========== ========== ==========
</TABLE>
(Continued)
F-15
<PAGE> 47
LOGAN'S ROADHOUSE, INC.
Notes to Financial Statements
The following table summarizes the transactions pursuant to the
Plan for each of the years in the three-year period ended December
28, 1997:
<TABLE>
<CAPTION>
NUMBER OF WEIGHTED AVERAGE
SHARES EXERCISE PRICE
------- --------------
<S> <C> <C>
Outstanding at December 25, 1994 - $ -
Granted 328,200 $ 9.05
Exercised - $ -
Canceled 750 $ 9.00
------- -------
Outstanding at December 31, 1995 327,450 $ 9.05
Granted 182,350 $ 15.76
Exercised 3,748 $ 9.00
Canceled 17,663 $ 9.00
------- -------
Outstanding at December 29, 1996 488,389 $ 11.50
Granted 102,400 $ 24.49
Exercised 28,634 $ 9.62
Canceled 10,064 $ 11.53
------- -------
Outstanding at December 28, 1997 552,091 $ 14.04
======= =======
</TABLE>
The following table summarizes information about stock options
outstanding at December 28, 1997:
<TABLE>
<CAPTION>
Options Outstanding Options Exercisable
--------------------------------------- --------------------------
Weighted
Average Weighted
Number Remaining Average Number Average
Outstanding Contractual Exercise Exercisable Exercise
Exercise Price at 12/28/97 Life Price at 12/28/97 Price
---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$9.00 to $11.33 303,891 8.10 years $ 9.28 144,102 $ 9.17
$15.50 to $19.50 146,600 9.00 16.72 36,650 16.73
$22.75 to $26.50 101,600 10.00 24.47 - -
------- ----- ------ ------- ------
552,091 8.72 $14.04 180,752 $10.70
======= ===== ====== ======= ======
</TABLE>
(C) PREFERRED STOCK
---------------
The Company's charter authorizes 5,000,000 shares of preferred
stock. At December 28, 1997, no preferred shares have been issued.
(Continued)
F-16
<PAGE> 48
LOGAN'S ROADHOUSE, INC.
Notes to Financial Statements
(7) INCOME TAXES
------------
No income tax expense is recorded in these financial statements for
operations prior to July 26, 1995 since taxes of the Predecessor were the
responsibility of the partners.
Income tax expense for each of the years in the three-year period ended
December 28, 1997 consists of the following:
<TABLE>
<CAPTION>
STATE AND
FEDERAL LOCAL TOTAL
------- ----- -----
<S> <C> <C> <C>
1997:
Current $2,366,445 $575,656 $2,942,101
Deferred 480,678 94,971 575,649
---------- -------- ----------
Total income tax expense from earnings $2,847,123 $670,627 $3,517,750
========== ======== ==========
1996:
Current $1,231,168 $304,201 $1,535,369
Deferred 468,355 158,273 626,628
---------- -------- ----------
Total income tax expense from earnings $1,699,523 $462,474 $2,161,997
========== ======== ==========
1995:
Current $ 476,800 $111,300 $ 588,100
Deferred 315,400 5,800 321,200
---------- -------- ----------
Total income tax expense from earnings $ 792,200 $117,100 $ 909,300
========== ======== ==========
</TABLE>
Total income taxes for each of the years in the three-year period ended
December 28, 1997, are allocated as follows:
<TABLE>
<CAPTION>
1997 1996 1995
----- ----- -----
<C> <C> <C> <C>
Income tax expense from earnings $3,517,750 $2,161,997 $909,300
Shareholders equity, tax benefit derived
from stock options exercised (146,457) (16,654) -
---------- ---------- --------
Total income taxes $3,371,293 $2,145,343 $909,300
========== ========== ========
</TABLE>
(Continued)
F-17
<PAGE> 49
LOGAN'S ROADHOUSE, INC.
Notes to Financial Statements
Pro forma income tax expense based on earnings before taxes, adjusted for
permanent non-deductible amounts, for the year ended December 31, 1995,
is as follows:
<TABLE>
<S> <C>
Federal $ 834,244
State 211,578
----------
$1,045,822
==========
</TABLE>
The effective rate of income tax expense is 34.6% in 1997, 34.3% in 1996,
and 30.8% in 1995. The actual income tax expense differs from the
"expected" tax expense (computed by applying U.S. Federal corporate
income tax rate of 34% to earnings before taxes) as follows:
<TABLE>
<CAPTION>
1997 1996 1995
----- ----- -----
<S> <C> <C> <C>
Computed "expected" tax expense $3,452,111 $2,145,590 $1,003,300
Increase (deduction) in income tax resulting from:
Earnings attributable to the partnership - - (449,000)
Adjustment to deferred tax assets and liabilities
for change in tax status - - 290,000
State and local income taxes, net of federal
income tax benefit 442,614 305,233 77,300
Tax exempt interest income (145,920) (105,591) -
Utilization of tax credits (160,719) (103,031) (37,400)
Dividends received (43,812) - -
Other (26,524) (80,204) 25,100
---------- ---------- ----------
Income tax expense $3,517,750 $2,161,997 $ 909,300
========== ========== ==========
</TABLE>
The tax effects of temporary differences that give rise to significant
portions of the deferred tax asset and deferred tax liability at December
28, 1997 and December 29, 1996, are as follows:
<TABLE>
<CAPTION>
1997 1996
----- -----
<S> <C> <C>
Deferred tax assets:
Insurance reserve, not yet deductible for tax purposes $ 30,521 $ 24,754
---------- --------
Deferred tax liabilities:
Plant and equipment, principally due to differences in
depreciation and capitalized lease amortization 1,191,299 648,017
Preopening costs, due to costs in excess of amortization 362,699 324,565
---------- --------
Total gross deferred tax liability 1,553,998 972,582
---------- --------
Net deferred tax liability $1,523,477 $947,828
========== ========
</TABLE>
(Continued)
F-18
<PAGE> 50
LOGAN'S ROADHOUSE, INC.
Notes to Financial Statements
The net deferred tax liability is presented in the December 28, 1997 and
December 29, 1996 balance sheets as follows:
<TABLE>
<CAPTION>
1997 1996
----- -----
<S> <C> <C>
Current deferred tax liability $ 332,178 $299,800
Noncurrent deferred tax liability 1,191,299 648,028
---------- --------
Net deferred tax liability $1,523,477 $947,828
========== ========
</TABLE>
(8) RELATED PARTY TRANSACTIONS
--------------------------
During 1995, the Company and Predecessor were involved in certain
transactions with a partner of the Predecessor. The partner sold
substantially all its stock in the Company in conjunction with the
initial public offering. Such transactions included the following:
(i) Purchase of certain food products and supplies. This agreement was
terminated during the fourth quarter of 1995. These purchases
totaled $5,701,935 in 1995.
(ii) Purchase of accounting and administrative services through March
1995. The amount paid for these services totaled approximately
$21,300 in 1995.
(iii) Use of various computer and software services in 1995. The cost of
these services was $19,500 in 1995.
(iv) A 2% monthly guaranty fee based on the outstanding balances of
certain capital leases and bank debt. Amounts incurred totaled
$27,091 in 1995.
(v) Leased real estate for the operation of five of its restaurants
through July 1995. The leases provided for minimum lease payments
and were subject to contingent rentals based on certain achieved
sales levels. Basic rentals under these leases totaled
approximately $353,000 in 1995, and contingent rentals totaled
approximately $241,000 in 1995. In July 1995, as part of the
exchange agreement when the Company completed the initial public
offering of its common stock, the Company purchased the properties
being leased from the related party. Such purchases totaled
approximately $6,100,000 and were based on the fair market value of
the properties as determined by an independent appraisal.
As of December 28, 1997 and December 29, 1996, there has been no
continued activities between the Company and the former related party.
(Continued)
F-19
<PAGE> 51
LOGAN'S ROADHOUSE, INC.
Notes to Financial Statements
(9) FRANCHISING
-----------
In January 1996 and March 1997, respectively, the Company entered into
franchise agreements with two separate entities controlled by significant
shareholders. The agreements provide for the franchising of Logan's
Roadhouse restaurants in select market areas which are not in the
Company's immediate expansion plans. Pursuant to the terms of such
agreements, one franchisee obtained the exclusive right to develop within
certain counties of Arkansas, Oklahoma and Texas until December 31, 2000,
and the other franchisee obtained the exclusive right to develop within
the states of North Carolina and South Carolina and Augusta, Georgia
until March 31, 2002. Each agreement is subject to automatic renewal for
an additional five-year term upon the satisfaction of certain conditions.
The agreements require the franchisee to pay an initial $30,000 franchise
fee and a monthly royalty fee of 3% of gross sales. In addition, the
Company may require the franchisees to contribute up to 1% of gross sales
to the Company's general advertising account and expend on an annual
basis up to 3% of gross sales for local promotional activities, subject
to the approval of the Company. The Company is obligated to provide a
three week training program for a fee ranging from $45,000 to $55,000 per
restaurant. The franchisees are responsible for all expenses incurred by
its personnel while training, including travel and living expenses.
Income relating to the franchise agreements for the fiscal year ended
December 28, 1997 and December 29, 1996 was $204,079 and $124,742,
respectively.
Management is also considering other franchising opportunities on a
limited basis in areas which are not in the Company's immediate expansion
plans, and has had preliminary discussions with third parties.
(10) COMMITMENTS AND CONTINGENCIES
-----------------------------
At December 28, 1997, the Company has five restaurants under
construction. The remaining costs to complete the construction, including
furniture, fixtures, and equipment, are approximately $4,199,000.
The Company is subject to various legal proceedings and claims which
arise in the ordinary course of its business. In the opinion of
management, the ultimate liability with respect to those claims will not
materially affect the financial position or results of the Company's
operations.
(Continued)
F-20
<PAGE> 52
LOGAN'S ROADHOUSE, INC.
Notes to Financial Statements
(11) EARNINGS PER SHARE
------------------
The following is a reconciliation of basic and diluted earnings per share
(pro forma data for 1995):
<TABLE>
<CAPTION>
INCOME SHARES PER SHARE
(NUMERATOR) (DENOMINATOR) AMOUNT
----------- ------------- ---------
FOR THE YEAR ENDED DECEMBER 28, 1997
------------------------------------
<S> <C> <C> <C>
BASIC EPS
Income available to common shareholders $6,635,518 6,505,194 $1.02
=====
EFFECT OF DILUTIVE SECURITIES
Stock options - 220,345
---------- ---------
DILUTED EPS
Income available to common shareholders $6,635,518 6,725,539 $0.99
========== ========= =====
FOR THE YEAR ENDED DECEMBER 29, 1996
------------------------------------
BASIC EPS
Income available to common shareholders $4,148,561 5,652,354 $0.73
=====
EFFECT OF DILUTIVE SECURITIES
Stock options - 173,414
---------- ---------
DILUTED EPS
Income available to common shareholders $4,148,561 5,825,768 $0.71
========== ========= =====
FOR THE YEAR ENDED DECEMBER 31, 1995
------------------------------------
BASIC EPS
Income available to common shareholders $1,905,144 3,774,644 $0.50
=====
EFFECT OF DILUTIVE SECURITIES
Stock options - 58,857
---------- ---------
DILUTED EPS
Income available to common shareholders $1,905,144 3,833,501 $0.50
========== ========= =====
</TABLE>
For the year ending December 28, 1997, options to purchase a weighted
average of 55,039 shares of the Company's common stock were excluded from
the computation of diluted earnings per share as these securities were
anti-dilutive for such period. Additionally, the Company granted a total
of 231,000 stock options at an exercise price of $16.25 on January 13,
1998.
F-21
<PAGE> 53
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
------- -----------------------
<S> <C> <C>
2 -- Exchange Agreement, dated May 30, 1995, by and among
O'Charley's Inc., each of the shareholders of Logan's
Management Group, Inc. and the Registrant(1)
3.1 -- Amended and Restated Charter of the Registrant(1)
3.2 -- Bylaws of the Registrant(1)
4.1 -- Section 8 of the Amended and Restated Charter of the Registrant
(included in Exhibit 3.1)(1)
4.2 -- Specimen of Common Stock certificate(1)
10.1 -- Registrant's 1995 Non-Employee Director Stock Option Plan(2)
10.2 -- Registrant's 1995 Incentive Stock Plan(2)
10.3 -- Lease Agreement, dated September 23, 1994, between the
Registrant and LaSalle Fund III (executive offices)(1)
10.4 -- Loan Agreement, dated February 16, 1996, between the Registrant
and First American National Bank(3)
10.5 -- Master Secured Promissory Note, dated February 16, 1996, of
the Registrant to First American National Bank(3)
10.6 -- Letter Agreement, dated August 9, 1995, between the Registrant
and Kraft Foodservice, Inc.(3)
10.7 -- Letter Agreement, dated January 9, 1996, between the Registrant
and Coca-Cola Fountain(3)
10.8 -- Area Development Agreement, dated January 12, 1996, between
the Registrant, L.W. Group, Inc. and David K. Wachtel, Jr.(3)
10.9 -- Form of Franchise Agreement between the Registrant, L.W.
Group, Inc. and David K. Wachtel, Jr.(3)
10.10 -- Area Development Agreement, dated March 17, 1997, between
the Registrant, CMAC Incorporated and Charles F. McWhorter,
Jr.(4)
10.11 -- Form of Franchise Agreement between the Registrant, CMAC
Incorporated and Charles F. McWhorter, Jr.(4)
10.12 -- Amended and Restated Employment Agreement, dated January 14,
1998, between Edwin W. Moats, Jr. and the Registrant
10.13 -- Employment Agreement, dated January 14, 1998, between Peter
Kehayes and the Registrant
10.14 -- Employment Agreement, dated January 14, 1998, between Ralph
W. McCracken and the Registrant
10.15 -- Employment Agreement, dated January 14, 1998, between David
J. McDaniel and the Registrant
10.16 -- 1998 Executive Bonus Plan
10.17 -- Sponsorship Agreement, dated February 24, 1998, between the
Registrant and Southern Racing Promotions, Inc.
21 -- Subsidiaries of the Registrant
23 -- Consent of KPMG Peat Marwick LLP
27.1 -- Financial Data Schedule for fiscal year ended December 29,
1996 (for SEC use only)
27.2 -- Financial Data Schedule for fiscal year ended December 28,
1997 (for SEC use only)
</TABLE>
- ---------------
(1) Incorporated by reference to the Registrant's Registration Statement on
Form SB-2 (Registration No. 33-92976-A).
(2) Incorporated by reference to the Registrant's Registration Statement on
Form S-8 (Registration No. 333-48015).
<PAGE> 54
(3) Incorporated by reference to the Registrant's Registration Statement on
Form SB-2 (Registration No. 333-2570).
(4) Incorporated by reference to the Registrant's Annual Report on Form
10-KSB for the fiscal year ended December 29, 1996 (Commission File
No. 0-26400).
<PAGE> 1
Exhibit 10.12
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This Amended and Restated Employment Agreement is made as of the 14th
day of January, 1998, between Logan's Roadhouse, Inc., a Tennessee corporation
(the "Company"), and Edwin W. Moats, Jr. ("Employee").
W I T N E S S E T H:
WHEREAS, the Company, which maintains its principal executive offices
at 565 Marriott Drive, Suite 490, Nashville, Tennessee 37214, owns and operates
casual dining restaurants under the name "Logan's Roadhouse;" and
WHEREAS, the Company desires to employ Employee and Employee desires to
accept such employment by the Company subject to the terms and conditions
contained herein; and
WHEREAS, in serving as an employee of the Company, Employee will
participate in the use and development of confidential proprietary information
about the Company, its customers and suppliers, and the methods used by the
Company and its employees in competition with other companies, as to which the
Company desires to protect fully its rights; and
WHEREAS, the Company and Employee entered into that certain Employment
Agreement, dated August 1, 1996, as amended by Amendment No. 1 dated October 1,
1997, which each of the Company and Employee desires to amend and restate hereby
to provide for certain modifications.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements herein set forth, the parties hereto agree as follows:
1. Employment. The Company hereby employs Employee and Employee accepts
such employment with the Company, subject to the terms and conditions set forth
herein. Employee shall be employed as President and Chief Executive Officer of
the Company, shall perform all duties and services incident to such position,
and such other duties and services as may be prescribed by the Bylaws of the
Company or established by the Board of Directors of the Company from time to
time; provided, however, that without Employee's written consent, the duties and
services of Employee hereunder shall not be materially increased or altered in a
manner inconsistent with Employee's position and original duties hereunder.
During his employment hereunder, Employee shall devote his best efforts and
attention, on a full-time basis, to the performance of the duties required of
him as an employee of the Company.
2. Compensation. As compensation for services rendered by Employee
hereunder, Employee shall receive:
(a) An annual salary of $200,000, or such higher salary as
shall be approved unanimously by the Compensation Committee of the Board of
Directors, which salary shall be payable in arrears in equal biweekly
installments, plus
<PAGE> 2
insurance and other benefits equivalent to the benefits provided other
executives of the Company, which are set forth in Appendix I hereto;
(b) Three (3) weeks of compensated vacation time, to be taken
at any time during each year of the term of this Agreement;
(c) Bonus compensation to be determined in accordance with the
terms and conditions of the Company's Executive Bonus Plan; and
(d) Reimbursement for all reasonable expenses incurred by
Employee in the performance of his duties under this Agreement, provided that
Employee submits verification of such expenses in accordance with the policies
of the Company.
Prior to the end of each fiscal year of the Company, the Compensation
Committee or Board of Directors shall review with Employee his salary and
benefits payable hereunder. Any increases in salary or changes in fringe
benefits agreed upon by Employee and the Compensation Committee or the Board of
Directors at such annual review shall become effective the following month
unless otherwise agreed to by the Company and Employee.
3. Confidential Information and Trade Secrets.
3.1 Employee recognizes that Employee's position with the Company
requires considerable responsibility and trust, and, in reliance on Employee's
loyalty, the Company may entrust Employee with highly sensitive confidential,
restricted and proprietary information involving Trade Secrets and Confidential
Information.
3.2 For purposes of this Agreement, a "Trade Secret" is any scientific
or technical information, design, process, procedure, formula or improvement
that is valuable and not generally known to competitors of the Company.
"Confidential Information" is any data or information, other than Trade Secrets,
that is important, competitively sensitive, and not generally known by the
public, including, but not limited to, the Company's business plan, training
manuals, product development plans, pricing procedures, market strategies,
internal performance statistics, financial data, confidential personnel
information concerning employees of the Company, supplier data, operational or
administrative plans, policy manuals, and terms and conditions of contracts and
agreements. The terms "Trade Secret" and "Confidential Information" shall not
apply to information which is (i) made available to the general public without
restriction by the Company, (ii) obtained from a third party by Employee in the
ordinary course of Employee's employment by the Company, or (iii) required to be
disclosed by Employee pursuant to subpoena or other lawful process, provided
that Employee notifies the Company in a timely manner to allow the Company to
appear to protect its interests.
3.3 Except as required to perform Employee's duties hereunder, Employee
will not use or disclose any Trade Secrets or Confidential Information of the
Company during employment, at any time after termination of employment and
2
<PAGE> 3
prior to such time as they cease to be Trade Secrets or Confidential Information
through no act of Employee in violation of this Agreement.
3.4 Upon the request of the Company and, in any event, upon the
termination of employment hereunder, Employee will surrender to the Company all
memoranda, notes, records, manuals or other documents pertaining to the
Company's business or Employee's employment (including all copies thereof).
Employee will also leave with the Company all materials involving any Trade
Secrets or Confidential Information of the Company. All such information and
materials, whether or not made or developed by Employee, shall be the sole and
exclusive property of the Company, and Employee hereby assigns to the Company
all of Employee's right, title and interest in and to any and all of such
information and materials.
4. Covenant Not to Compete.
4.1 Employee hereby covenants and agrees with the Company that during
the term hereof and for a period expiring 12 months after the termination or
expiration of this Agreement, Employee will not directly or indirectly (i)
operate, develop or own any interest (other than the ownership of less than 5%
of the equity securities of a publicly traded company other than the Company or
any entity controlling the Company) in any business which has significant
(viewed in relation to the business of the Company) activities relating to the
ownership, management or operation of, or consultation regarding a casual dining
restaurant of which steak sales constitute 35% or more of total restaurant sales
(a "Restaurant"); (ii) compete with the Company or its subsidiaries and
affiliates in the operation or development of any Restaurant within the 48
contiguous states of the United States of America; (iii) be employed by or
consult with any business which owns, manages or operates a Restaurant; (iv)
interfere with, solicit, disrupt or attempt to disrupt any past, present or
prospective relationship, contractual or otherwise, between the Company, or its
subsidiaries or affiliates, and any customer, client, supplier or employee of
the Company, or its subsidiaries or affiliates; or (v) solicit any present or
known prospective management employee (including all corporate officers and
managers, all area or divisional directors and all restaurant general managers)
of the Company, or its subsidiaries or affiliates, to leave their employment
with the Company or its subsidiaries or affiliates, or hire any management
employee who was employed by the Company within six months prior to the date of
such hiring to work in any capacity; provided, however, that this Section 4.1
shall not apply if Employee's employment hereunder is terminated without cause
prior to the expiration of the Agreement.
4.2 If a judicial determination is made that any of the provisions of
this Section 4 constitutes an unreasonable or otherwise unenforceable
restriction against Employee, the provisions of this Section 4 shall be rendered
void only to the extent that such judicial determination finds such provisions
to be unreasonable or otherwise unenforceable. In this regard, the parties
hereto hereby agree that any judicial authority construing this Agreement shall
be empowered to sever any portion of the territory or prohibited business
activity from the coverage of this Section 4 and to apply the provisions of this
Section 4 to the remaining portion of the territory or the remaining business
activities not so severed by such judicial authority. Moreover, notwithstanding
the fact that any provisions of this Section 4
3
<PAGE> 4
are determined not to be specifically enforceable, the Company shall
nevertheless be entitled to recover monetary damages as a result of the breach
of such provision by Employee. The time period during which the prohibitions set
forth in this Section 4 shall apply shall be tolled and suspended as to Employee
for a period equal to the aggregate quantity of time during which Employee
violates such prohibitions in any respect.
5. Specific Enforcement. Employee specifically acknowledges and agrees
that the restrictions set forth in Sections 3 and 4 hereof are reasonable and
necessary to protect the legitimate interests of the Company and that the
Company would not have entered into this Agreement in the absence of such
restrictions. Employee further acknowledges and agrees that any violation of the
provisions of Sections 3 or 4 hereof will result in irreparable injury to the
Company, that the remedy at law for any violation or threatened violation of
such Sections will be inadequate and that in the event of any such breach, the
Company, in addition to any other remedies or damages available to it at law or
in equity, shall be entitled to temporary injunctive relief before trial from
any court of competent jurisdiction as a matter of course and to permanent
injunctive relief without the necessity of proving actual damages.
6. Term. The initial period of this Agreement shall continue until July
31, 2000, unless sooner terminated by either party in the manner set forth
herein. The date upon which this Agreement and Employee's employment hereunder
shall terminate, whether pursuant to the terms of this Section or pursuant to
any other provision of this Agreement shall hereafter be referred to as the
"Termination Date."
7. Termination Upon Cessation of Company's Operations or Death of the
Employee. In the event the Company ceases its operations (other than pursuant to
a Change in Control (as defined in Section 11.1)) or the Employee dies during
the term of this Agreement, this Agreement shall immediately terminate and
neither the Employee nor the Company shall have any further obligations
hereunder, except that (a) the Company shall continue to be obligated under
Section 2(a) hereof for any compensation, unpaid salary, bonus, unreimbursed
expenses or payments pursuant to Section 10 hereof owed to Employee or his
estate that have accrued but not been paid as of the Termination Date and (b) in
the event of death of the Employee during the term of this Agreement, the
Company shall pay to Employee's estate an amount equal to six months salary and
all unvested stock options shall become fully vested and immediately exercisable
for a period of nine months from the date of the death of Employee.
8. Termination by Employee. Employee may at any time terminate his
employment by giving the Company 90 days prior written notice of his intent to
terminate the Agreement. At the Termination Date, the Company shall have no
further obligation to Employee and Employee shall have no further rights or
obligations hereunder, except as set forth in Sections 3 and 4 above, and except
for the Company's obligation under Section 2(a) hereof for compensation, unpaid
salary, bonus or unreimbursed expenses that have accrued but have not been paid
as of the Termination Date.
4
<PAGE> 5
9. Termination for Cause. The Company shall have the right at any time
to terminate Employee's employment immediately for cause, which shall include
any of the following reasons:
(a) If Employee shall violate the provisions of Sections 3 or
4 of this Agreement, or shall fail to comply with any other material term or
condition of this Agreement or shall engage in any material misconduct, neglect
of duties or failure to act which materially and adversely affects the business
or affairs of the Company; or
(b) If Employee shall commit (i) a felony or (ii) an act of
dishonesty, willful mismanagement, fraud or embezzlement against the Company.
Employee's obligations under Sections 3 and 4 hereof shall survive the
termination of the Agreement pursuant to this Section 9. In the event Employee's
employment hereunder is terminated in accordance with this Section, the Company
shall have no further obligation to make any payments to Employee hereunder
except for compensation, unpaid salary, bonus or unreimbursed expenses that have
accrued but have not been paid as of the Termination Date.
10. Termination Without Cause. In the event that Company breaches this
Agreement or Employee is terminated without cause during the term hereof (which
shall not include a termination pursuant to Sections 7, 8, 9, 11 or 12), the
Company shall (a) pay Employee all bonuses and unreimbursed expenses owed to
Employee that have accrued but have not been paid as of the Termination Date;
(b) continue to pay to Employee, as severance compensation, his salary set forth
in Section 2(a) hereof for the greater of 12 months or the remaining term of
this Agreement; (c) continue to provide the insurance and other benefits
provided for in Section 2(a) hereof for the greater of 12 months or the
remaining term of this Agreement; and (d) pay Employee an amount which equals
the average monthly bonus earned by Employee in the two years immediately
preceding the Termination Date (as if such bonus was earned and paid on a
monthly basis) for the number of months for which severance compensation will be
paid pursuant to clause (b) above. In addition, in such event Employee's
unvested stock options shall become fully vested and immediately exercisable for
a period of 90 days from the Termination Date. If Employee is terminated without
cause, the provisions of Section 4 will be void and of no effect.
11. Termination Upon a Change in Control.
11.1 For purposes of this Agreement, a "Change in Control" shall mean
(i) a tender offer or exchange offer has been made for shares of the Company's
equity securities provided that the corporation, person or entity making such
offer purchases or otherwise acquires shares of the Company's equity securities
representing 50% or more of the outstanding shares of the Company's equity
securities pursuant to such offer, (ii) the shareholders of the Company have
approved a definitive agreement to merge or consolidate with or into another
corporation pursuant to which the Company will not survive or will survive only
as subsidiary of another corporation, or to sell or otherwise dispose of all or
substantially all of its assets, (iii) the time that the Company first
determines that any person and all other persons who constitute a group (within
the meaning of
5
<PAGE> 6
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act")), have acquired direct or indirect beneficial ownership (within
the meaning of Section 13(d)(3) under the Exchange Act) of twenty percent (20%)
or more of the Company's outstanding securities, unless a majority of the
Continuing Directors, as hereinafter defined, approves the acquisition not later
than ten (10) business days after the Company makes that determination or (iv)
the first day on which a majority of the members of the Company's Board of
Directors are not Continuing Directors.
11.2 For purposes of this Agreement, "Continuing Directors" shall mean,
as of any date of determination, any member of the Board of Directors of the
Company who (i) was a member of the Board of Directors on August 1, 1996, (ii)
has been a member of the Board of Directors for the two years immediately
preceding such date of determination or (iii) was nominated for election or
elected to the Board of Directors with the affirmative vote of a majority of
Continuing Directors who were members of the Board at the time of such
nomination or election.
11.3 In the event of a termination upon a Change in Control, Employee
shall immediately be paid all accrued salary, bonus compensation to the extent
earned, vested deferred compensation (other than plan benefits which will be
paid in accordance with the applicable plan), any benefits under any plans of
the Company in which Employee is a participant to the full extent of Employee's
rights under such plans (including accelerated vesting of any awards granted to
Employee under the Company's 1995 Incentive Stock Plan), accrued vacation pay
and any appropriate business expenses incurred by Employee in connection with
his duties hereunder, all to the Termination Date, and all severance
compensation provided in Section 11.4, but no other compensation or
reimbursement of any kind.
11.4 In addition, Employee shall be paid as severance compensation his
base salary in monthly installments (at the rate payable at the time of such
termination) for the greater of 12 months or the remaining term of this
Agreement and any extensions hereof. Employee is under no obligation to mitigate
the amount owed Employee pursuant to this Section 11.4 by seeking other
employment or otherwise. Notwithstanding anything in this Section 11.4 to the
contrary, Employee may in Employee's sole discretion, by delivery of a notice to
the Company within thirty (30) days following a termination upon a Change in
Control, elect to receive from the Company a lump sum severance payment by bank
cashier's check equal to the present value of the flow of cash payments that
would otherwise be paid to Employee pursuant to this Section 11.4. Such present
value shall be determined as of the date of delivery of the notice of election
by Employee and shall be based on a discount rate equal to the interest rate on
90-day U.S. Treasury bills, as reported in the Wall Street Journal (or similar
publication), on the date of delivery of the election notice. If Employee elects
to receive a lump sum severance payment, the Company shall make such payment to
Employee within ten (10) days following the date on which Employee notifies the
Company of Employee's election. In addition to the severance payment payable
under this Section 11.4, Employee shall be paid an amount which equals the
average monthly bonus earned by Employee in the two years immediately preceding
the Termination Date (as if such bonus was earned and paid on a monthly basis)
for the number of months for which severance compensation will be paid pursuant
to the first sentence of this Section 11.4. Employee shall also be entitled to
an accelerated vesting of any awards
6
<PAGE> 7
granted to Employee under the Company's 1995 Incentive Stock Plan. Employee
shall continue to accrue retirement benefits and shall continue to enjoy any
benefits under any plans of the Company in which Employee is a participant to
the full extent of Employee's rights under such plans, including any perquisites
provided under this Agreement, through the remaining term of this Agreement;
provided, however, that the benefits under any such plans of the Company in
which Employee is a participant, including any such perquisites, shall cease
upon re-employment by a new employer.
11.5 Notwithstanding anything else in this Agreement and solely in the
event of a termination upon a Change in Control, the amount of severance
compensation paid to Employee under this Section 11, but exclusive of any
payments to Employee in respect of any stock options then held by Employee (or
any compensation deemed to be received by Employee in connection with the
exercise of any stock options at any time), shall not include any amount the
Company is prohibited from deducting for federal income tax purposes by virtue
of Section 280G of the Internal Revenue Code or any successor provision.
12. Disability of Employee. If, on account of physical or mental
disability, Employee shall fail or be unable to perform his assigned duties in
any material respect for a period of 60 consecutive days, the Company shall pay
Employee his full salary as set forth in Section 2(a) hereof and shall provide
the insurance, bonus and other benefits of Section 2(a) for a period of six
months from the date such disability began or for such shorter period as
Employee is unable to perform his duties hereunder; provided, however, that
Employee's salary shall be reduced by any disability income paid to him pursuant
to any disability insurance policy maintained under this Agreement. In the event
Employee is unable to perform his duties hereunder after the expiration of the
six-month period, this Agreement shall automatically terminate. Employee shall
not be required to perform his obligations under Section 1 hereof during any
period of disability.
13. Assignment.
(a) The rights and benefits of Employee under this Agreement,
other than accrued and unpaid amounts due under Section 2(a) hereof, are
personal to him and shall not be assignable. Discharge of Employee's
undertakings in Sections 3 and 4 hereof shall be an obligation of Employee's
executors, administrators, or other legal representatives or heirs.
(b) This Agreement may not be assigned by the Company except
to an affiliate of the Company, provided, however, that if the Company shall
merge or effect a share exchange with or into, or sell or otherwise transfer
substantially all its assets to, another corporation, the Company shall assign
its rights hereunder to that corporation and cause such corporation to assume
the Company's obligations under this Agreement.
14. Notices. Any notice or other communications under this Agreement
shall be in writing, signed by the party making the same, and shall be delivered
personally or sent by certified or registered mail, postage prepaid, addressed
as follows:
7
<PAGE> 8
If to Employee: Edwin W. Moats, Jr.
801 Foster Hill
Nashville, Tennessee 37215
If to the Company: Logan's Roadhouse, Inc.
565 Marriott Drive, Suite 490
Nashville, Tennessee 37214
Attention: Chairman of the Compensation
Committee of the Board of Directors
With a copy to: J. Chase Cole, Esq.
Waller Lansden Dortch & Davis
2100 Nashville City Center
511 Union Street
Nashville, Tennessee 37219
or to such other address as may hereafter be designated by either party hereto.
All such notices shall be deemed given on the date personally delivered or
mailed.
15. Governing Law. This Agreement shall be interpreted and enforced in
accordance with the laws of the State of Tennessee.
16. Severability. Whenever possible, each provision of this Agreement
shall be interpreted in such manner as to be effective and valid, but if any one
or more of the provisions contained in this Agreement shall be invalid, illegal
or unenforceable in any respect for any reason, the validity, legality and
enforceability for any such provisions in every other respect and of the
remaining provisions of this Agreement shall not be in any way impaired.
17. Modification. No waiver of modification of this Agreement or of any
covenant, condition, or limitation herein contained shall be valid unless in
writing and duly executed by the party to be charged therewith and no evidence
of any waiver or modification shall be offered or received in evidence of any
proceeding, arbitration or litigation between the parties hereunder, unless such
waiver or modification is in writing, duly executed as aforesaid and the parties
further agree that the provisions of this section may not be waived except as
herein set forth.
18. Entire Agreement. This Agreement contains the entire agreement of
the parties hereto with respect to the subject matter contained herein. There
are no restrictions, promises, covenants or undertakings, other than those
expressly set forth herein. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter. This
Agreement may not be changed except by a writing executed by the parties.
8
<PAGE> 9
IN WITNESS WHEREOF, the undersigned have executed this Employment
Agreement on the day and year first above written.
LOGAN'S ROADHOUSE, INC.
By: /s/ Thomas E. Ervin
-----------------------------
Title: Chairman of the Compensation
Committee of the Board of Directors
EMPLOYEE
/s/ Edwin W. Moats, Jr.
---------------------------------
Edwin W. Moats, Jr.
9
<PAGE> 1
Exhibit 10.13
EMPLOYMENT AGREEMENT
This Agreement is made as of the 14th day of January, 1998,
between Logan's Roadhouse, Inc., a Tennessee corporation (the "Company"), and
Peter Kehayes, a resident of the State of Tennessee ("Employee").
W I T N E S S E T H:
WHEREAS, the Company, which maintains its principal executive
offices at 565 Marriott Drive, Suite 490, Nashville, Tennessee 37214, owns and
operates casual dining restaurants under the name "Logan's Roadhouse;"
WHEREAS, the Company desires to employ Employee and Employee
desires to accept such employment by the Company subject to the terms and
conditions contained herein; and
WHEREAS, in serving as an employee of the Company, Employee
will participate in the use and development of confidential proprietary
information about the Company, its customers and suppliers, and the methods used
by the Company and its employees in competition with other companies, as to
which the Company desires to protect fully its rights;
NOW, THEREFORE, in consideration of the premises and the
mutual covenants and agreements herein set forth, the parties hereto agree as
follows:
1. Employment. The Company hereby employs Employee and
Employee accepts such employment with the Company, subject to the terms and
conditions set forth herein. Employee shall be employed as Senior Vice President
of Operations of the Company, shall perform all duties and services incident to
such position, and such other duties and services as may be prescribed by the
Bylaws of the Company or established by the Board of Directors of the Company
from time to time. The Company reserves the right to modify and/or assign other
and different offices, titles and duties to Employee in the future as the Board
of Directors may determine. During his employment hereunder, Employee shall
devote his best efforts and attention, on a full-time basis, to the performance
of the duties required of him as an employee of the Company.
2. Compensation. As compensation for services rendered by
Employee hereunder, Employee shall receive:
(a) An annual salary of $165,000, or such higher
salary as shall be approved unanimously by the Compensation Committee
of the Board of Directors, which salary shall be payable in arrears in
equal biweekly installments, plus insurance and other benefits
equivalent to the benefits provided other executives of the Company,
which are set forth in Appendix I hereto;
(b) Three (3) weeks of compensated vacation time, to
be taken at any time during each year of the term of this Agreement;
<PAGE> 2
(c) Bonus compensation to be determined in accordance
with the terms and conditions of the Company's Executive Bonus Plan;
and
(d) Reimbursement for all reasonable expenses
incurred by Employee in the performance of his duties under this
Agreement, provided that Employee submits verification of such
expenses in accordance with the policies of the Company.
Prior to the end of each fiscal year of the Company, the
Compensation Committee or Board of Directors shall review Employee's salary and
benefits payable hereunder. Any increases in salary or changes in fringe
benefits determined by the Compensation Committee or the Board of Directors at
such annual review shall become effective the following month unless otherwise
determined by the Company.
3. Confidential Information and Trade Secrets.
3.1 Employee recognizes that Employee's position with the
Company requires considerable responsibility and trust, and, in reliance on
Employee's loyalty, the Company may entrust Employee with highly sensitive
confidential, restricted and proprietary information involving Trade Secrets and
Confidential Information.
3.2 For purposes of this Agreement, a "Trade Secret" is any
scientific or technical information, design, process, procedure, formula or
improvement that is valuable and not generally known to competitors of the
Company. "Confidential Information" is any data or information, other than Trade
Secrets, that is important, competitively sensitive, and not generally known by
the public, including, but not limited to, the Company's business plan, training
manuals, product development plans, pricing procedures, market strategies,
internal performance statistics, financial data, confidential personnel
information concerning employees of the Company, supplier data, operational or
administrative plans, policy manuals, and terms and conditions of contracts and
agreements. The terms "Trade Secret" and "Confidential Information" shall not
apply to information which is (i) made available to the general public without
restriction by the Company, (ii) obtained from a third party by Employee in the
ordinary course of Employee's employment by the Company, or (iii) required to be
disclosed by Employee pursuant to subpoena or other lawful process, provided
that Employee notifies the Company in a timely manner to allow the Company to
appear to protect its interests.
3.3 Except as required to perform Employee's duties hereunder,
Employee will not use or disclose any Trade Secrets or Confidential Information
of the Company during employment, at any time after termination of employment
and prior to such time as they cease to be Trade Secrets or Confidential
Information through no act of Employee in violation of this Agreement.
3.4 Upon the request of the Company and, in any event, upon
the termination of employment hereunder, Employee will surrender to the Company
all memoranda, notes, records, manuals or other documents pertaining to the
Company's business or Employee's employment (including all copies thereof).
Employee will also leave with the Company all materials involving any Trade
Secrets or Confidential Information of the Company. All such information and
2
<PAGE> 3
materials, whether or not made or developed by Employee, shall be the sole and
exclusive property of the Company, and Employee hereby assigns to the Company
all of Employee's right, title and interest in and to any and all of such
information and materials.
4. Covenant Not to Compete.
4.1 Employee hereby covenants and agrees with the Company that
during the term hereof and for a period expiring 12 months after the termination
or expiration of this Agreement, Employee will not directly or indirectly (i)
operate, develop or own any interest (other than the ownership of less than 5%
of the equity securities of a publicly traded company other than the Company or
any entity controlling the Company) in any business which has significant
(viewed in relation to the business of the Company) activities relating to the
ownership, management or operation of, or consultation regarding a casual dining
restaurant of which steak sales constitute 35% or more of total restaurant sales
(a "Restaurant"); (ii) compete with the Company or its subsidiaries and
affiliates in the operation or development of any Restaurant within the 48
contiguous states of the United States of America; (iii) be employed by or
consult with any business which owns, manages or operates a Restaurant; (iv)
interfere with, solicit, disrupt or attempt to disrupt any past, present or
prospective relationship, contractual or otherwise, between the Company, or its
subsidiaries or affiliates, and any customer, client, supplier or employee of
the Company, or its subsidiaries or affiliates; or (v) solicit any present or
known prospective management employee (including all corporate officers and
managers, all area or divisional directors and all restaurant general managers)
of the Company, or its subsidiaries or affiliates, to leave their employment
with the Company or its subsidiaries or affiliates, or hire any management
employee who was employed by the Company within six months prior to the date of
such hiring to work in any capacity; provided, however, that this Section 4.1
shall not apply if Employee's employment hereunder is terminated without cause
prior to the expiration of the Agreement.
4.2 If a judicial determination is made that any of the
provisions of this Section 4 constitutes an unreasonable or otherwise
unenforceable restriction against Employee, the provisions of this Section 4
shall be rendered void only to the extent that such judicial determination finds
such provisions to be unreasonable or otherwise unenforceable. In this regard,
the parties hereto hereby agree that any judicial authority construing this
Agreement shall be empowered to sever any portion of the territory or prohibited
business activity from the coverage of this Section 4 and to apply the
provisions of this Section 4 to the remaining portion of the territory or the
remaining business activities not so severed by such judicial authority.
Moreover, notwithstanding the fact that any provisions of this Section 4
are determined not to be specifically enforceable, the Company shall
nevertheless be entitled to recover monetary damages as a result of the breach
of such provision by Employee. The time period during which the prohibitions set
forth in this Section 4 shall apply shall be tolled and suspended as to Employee
for a period equal to the aggregate quantity of time during which Employee
violates such prohibitions in any respect.
5. Specific Enforcement. Employee specifically acknowledges
and agrees that the restrictions set forth in Sections 3 and 4 hereof are
reasonable and necessary to protect the legitimate interests of the Company and
that the Company would not have entered into this Agreement in the absence of
such restrictions.
3
<PAGE> 4
Employee further acknowledges and agrees that any violation of the provisions of
Sections 3 or 4 hereof will result in irreparable injury to the Company, that
the remedy at law for any violation or threatened violation of such Sections
will be inadequate and that in the event of any such breach, the Company, in
addition to any other remedies or damages available to it at law or in equity,
shall be entitled to temporary injunctive relief before trial from any court of
competent jurisdiction as a matter of course and to permanent injunctive relief
without the necessity of proving actual damages.
6. Term. This Agreement shall continue for an initial period
of two (2) years from the date hereof, unless sooner terminated by either party
in the manner set forth herein. The date upon which this Agreement and
Employee's employment hereunder shall terminate, whether pursuant to the terms
of this Section or pursuant to any other provision of this Agreement shall
hereafter be referred to as the "Termination Date."
7. Termination Upon Cessation of Company's Operations or Death
of the Employee. In the event the Company ceases its operations (other than
pursuant to a Change in Control (as defined in Section 11.1)) or the Employee
dies during the term of this Agreement, this Agreement shall immediately
terminate and neither the Employee nor the Company shall have any further
obligations hereunder, except that the Company shall continue to be obligated
under Section 2(a) hereof for any compensation, unpaid salary, bonus,
unreimbursed expenses or payments pursuant to Section 10 hereof owed to Employee
or his estate that have accrued but not been paid as of the Termination Date.
8. Termination by Employee. Employee may at any time terminate
his employment by giving the Company 90 days prior written notice of his intent
to terminate the Agreement. At the Termination Date, the Company shall have no
further obligation to Employee and Employee shall have no further rights or
obligations hereunder, except as set forth in Sections 3 and 4 above, and except
for the Company's obligation under Section 2(a) hereof for compensation, unpaid
salary, bonus or unreimbursed expenses that have accrued but have not been paid
as of the Termination Date.
9. Termination for Cause. The Company shall have the right at
any time to terminate Employee's employment immediately for cause, which shall
include any of the following reasons:
(a) If Employee shall violate the provisions of
Sections 3 or 4 of this Agreement.
(b) If Employee shall be convicted of, or enter a
plea of guilty or nolo contendere to (i) any felony, or (ii)
any misdemeanor involving the Company or reflecting upon
Employee's honesty or truthfulness;
(c) If Employee shall commit an act of dishonesty,
willful mismanagement, fraud or embezzlement involving or
against the Company.
Employee's obligations under Sections 3 and 4 hereof shall
survive the termination of the Agreement pursuant to this Section 9. In the
event Employee's employment hereunder is terminated in accordance with this
Section, the Company
4
<PAGE> 5
shall have no further obligation to make any payments to Employee hereunder
except for compensation, unpaid salary, bonus or unreimbursed expenses that have
accrued but have not been paid as of the Termination Date.
10. Termination Without Cause. In the event that Company
breaches this Agreement or Employee is terminated without cause during the term
hereof (which shall not include a termination pursuant to Sections 7, 8, 9, 11
or 12), the Company shall (a) pay Employee all bonuses and unreimbursed expenses
owed to Employee that have accrued but have not been paid as of the Termination
Date; (b) continue to pay to Employee, as severance compensation, his salary set
forth in Section 2(a) hereof for 12 months if Employee is terminated pursuant to
this Section within the initial two (2) year term of this Agreement; (c)
continue to provide the insurance provided for in Section 2(a) hereof for 12
months; and (d) pay Employee an amount which equals the average monthly bonus
earned by Employee in the two years immediately preceding the Termination Date
(as if such bonus was earned and paid on a monthly basis) for the number of
months for which severance compensation will be paid pursuant to clause (b)
above; provided, that if Employee has not been employed by the Company for two
years, then the bonus amount payable hereunder shall be computed on a pro rata
basis for the number of months Employee was actually employed by the Company (as
if such bonus was earned and paid on a monthly basis). In addition, the
Employee's unvested stock options shall become fully vested and immediately
exercisable for a period of 90 days from the Termination Date. If Employee is
terminated without cause, the provisions of Section 4 will be void and of no
effect.
11. Termination Upon a Change in Control.
11.1 For purposes of this Agreement, a "Change in Control"
shall mean (i) a tender offer or exchange offer has been made for shares of the
Company's equity securities, provided that the corporation, person or other
entity making such offer purchases or otherwise acquires shares of the Company's
equity securities representing 50% or more of the outstanding shares of the
Company's equity securities pursuant to such offer, (ii) the shareholders of the
Company have approved a definitive agreement to merge or consolidate with or
into another corporation pursuant to which the Company will not survive or will
survive only as a subsidiary of another corporation, or to sell or otherwise
dispose of all or substantially all of its assets, (iii) the time that the
Company first determines that any person and all other persons who constitute a
group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of
1934, as amended (the "Exchange Act")), have acquired direct or indirect
beneficial ownership (within the meaning of Section 13(d)(3) under the Exchange
Act) of twenty percent (20%) or more of the Company's outstanding securities,
unless a majority of the Continuing Directors, as hereinafter defined, approves
the acquisition not later than ten (10) business days after the Company makes
that determination or (iv) the first day on which a majority of the members of
the Company's Board of Directors are not Continuing Directors.
11.2 For purposes of this Agreement, "Continuing Directors"
shall mean, as of any date of determination, any member of the Board of
Directors of the Company who (i) was a member of the Board of Directors on
October 1, 1997, (ii) has been a member of the Board of Directors for the two
years immediately preceding such date of determination or (iii) was nominated
for election or elected to the Board of Directors with the affirmative vote of a
majority of Continuing
5
<PAGE> 6
Directors who were members of the Board at the time of such nomination or
election.
11.3 In the event of a termination upon a Change in Control,
Employee shall immediately be paid all accrued salary, bonus compensation to the
extent earned, vested deferred compensation (other than plan benefits which will
be paid in accordance with the applicable plan), any benefits under any plans of
the Company in which Employee is a participant to the full extent of Employee's
rights under such plans (including accelerated vesting of any awards granted to
Employee under the Company's 1995 Incentive Stock Plan, as amended), accrued
vacation pay and any appropriate business expenses incurred by Employee in
connection with his duties hereunder, all to the Termination Date, and all
severance compensation provided in Section 11.4, but no other compensation or
reimbursement of any kind.
11.4 In addition, Employee shall be paid as severance
compensation his base salary in monthly installments (at the rate payable at the
time of such termination) for 12 months if Employee is terminated pursuant to
this Section within the initial two (2) year term of this Agreement. Employee is
under no obligation to mitigate the amount owed Employee pursuant to this
Section 11.4 by seeking other employment or otherwise. Notwithstanding anything
in this Section 11.4 to the contrary, Employee may in Employee's sole
discretion, by delivery of a notice to the Company within thirty (30) days
following a termination upon a Change in Control, elect to receive from the
Company a lump sum severance payment by bank cashier's check equal to the
present value of the flow of cash payments that would otherwise be paid to
Employee pursuant to this Section 11.4. Such present value shall be determined
as of the date of delivery of the notice of election by Employee and shall be
based on a discount rate equal to the interest rate on 90-day U.S. Treasury
bills, as reported in the Wall Street Journal (or similar publication), on the
date of delivery of the election notice. If Employee elects to receive a lump
sum severance payment, the Company shall make such payment to Employee within
ten (10) days following the date on which Employee notifies the Company of
Employee's election. In addition to the severance payment payable under this
Section 11.4, Employee shall be paid an amount which equals the average monthly
bonus earned by Employee in the two years immediately preceding the Termination
Date (as if such bonus was earned and paid on a monthly basis) for the number of
months for which severance compensation will be paid pursuant to the first
sentence of this Section 11.4; provided, that if Employee has not been employed
by the Company for two years, then the bonus amount payable hereunder shall be
computed on a pro rata basis for the number of months Employee was actually
employed by the Company (as if such bonus was earned and paid on a monthly
basis). Employee shall also be entitled to an accelerated vesting of any awards
granted to Employee under the Company's 1995 Incentive Stock Plan, as amended.
Employee shall continue to accrue retirement benefits and shall continue to
enjoy any benefits under any plans of the Company in which Employee is a
participant to the full extent of Employee's rights under such plans, including
any perquisites provided under this Agreement, through the remaining term of
this Agreement; provided, however, that the benefits under any such plans of the
Company in which Employee is a participant, including any such perquisites,
shall cease upon re-employment by a new employer.
11.5 Notwithstanding anything else in this Agreement and
solely in the event of a termination upon a Change in Control, the amount of
severance compensation paid to Employee under this Section 11, but exclusive of
any
6
<PAGE> 7
payments to Employee in respect of any stock options then held by Employee
(or any compensation deemed to be received by Employee in connection with the
exercise of any stock options at any time), shall not include any amount the
Company is prohibited from deducting for federal income tax purposes by virtue
of Section 280G of the Internal Revenue Code or any successor provision.
12. Disability of Employee. If, on account of physical or
mental disability, Employee shall fail or be unable to perform his assigned
duties in any material respect for a period of 60 consecutive days, the Company
shall pay Employee his full salary as set forth in Section 2(a) hereof and shall
provide the insurance, bonus and other benefits of Section 2(a) for a period of
six months from the date such disability began or for such shorter period as
Employee is unable to perform his duties hereunder; provided, however, that
Employee's salary shall be reduced by any disability income paid to him pursuant
to any disability insurance policy maintained under this Agreement. In the event
Employee is unable to perform his duties hereunder after the expiration of the
six-month period, this Agreement shall automatically terminate. Employee shall
not be required to perform his obligations under Section 1 hereof during any
period of disability.
13. Assignment.
(a) The rights and benefits of Employee under this
Agreement, other than accrued and unpaid amounts due under Section
2(a) hereof, are personal to him and shall not be assignable.
Discharge of Employee's undertakings in Sections 3 and 4 hereof shall
be an obligation of Employee's executors, administrators, or other
legal representatives or heirs.
(b) This Agreement may not be assigned by the Company
except to an affiliate of the Company, provided, however, that if the
Company shall merge or effect a share exchange with or into, or sell
or otherwise transfer substantially all its assets to, another
corporation, the Company shall assign its rights hereunder to that
corporation and cause such corporation to assume the Company's
obligations under this Agreement.
14. Notices. Any notice or other communications under this
Agreement shall be in writing, signed by the party making the same, and shall be
delivered personally or sent by certified or registered mail, postage prepaid,
addressed as follows:
If to Employee: Peter Kehayes
401 Hope Ave.
Franklin, Tennessee 37067
With a copy to:
-------------------------------------
-------------------------------------
-------------------------------------
If to the Company: Logan's Roadhouse, Inc.
565 Marriott Drive, Suite 490
Nashville, Tennessee 37214
Attention: Chairman of the Compensation
Committee of the Board of Directors
7
<PAGE> 8
With a copy to: J. Chase Cole, Esq.
Waller Lansden Dortch & Davis,
A Professional Limited Liability Company
2100 Nashville City Center
511 Union Street
Nashville, Tennessee 37219
or to such other address as may hereafter be designated by either party hereto.
All such notices shall be deemed given on the date personally delivered or
mailed.
15. Governing Law. This Agreement shall be interpreted and
enforced in accordance with the laws of the State of Tennessee.
16. Severability. Whenever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid, but
if any one or more of the provisions contained in this Agreement shall be
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability for any such provisions in every other respect and
of the remaining provisions of this Agreement shall not be in any way impaired.
17. Modification. No waiver of modification of this Agreement
or of any covenant, condition, or limitation herein contained shall be valid
unless in writing and duly executed by the party to be charged therewith and no
evidence of any waiver or modification shall be offered or received in evidence
of any proceeding, arbitration or litigation between the parties hereunder,
unless such waiver or modification is in writing, duly executed as aforesaid and
the parties further agree that the provisions of this section may not be waived
except as herein set forth.
18. Entire Agreement. This Agreement contains the entire
agreement of the parties hereto with respect to the subject matter contained
herein. There are no restrictions, promises, covenants or undertakings, other
than those expressly set forth herein. This Agreement supersedes all prior
agreements and understandings between the parties with respect to such subject
matter. This Agreement may not be changed except by a writing executed by the
parties.
8
<PAGE> 9
IN WITNESS WHEREOF, the undersigned have executed this
Employment Agreement on the day and year first above written.
LOGAN'S ROADHOUSE, INC.
By: /s/ Thomas E. Ervin
-----------------------------------------
Title: Chairman of the Compensation
Committee of the Board of Directors
EMPLOYEE
/s/ Peter Kehayes
---------------------------------------------
Peter Kehayes
9
<PAGE> 1
Exhibit 10.14
EMPLOYMENT AGREEMENT
This Agreement is made as of the 14th day of January, 1998,
between Logan's Roadhouse, Inc., a Tennessee corporation (the "Company"), and
Ralph W. McCracken, a resident of the State of Tennessee ("Employee").
W I T N E S S E T H:
WHEREAS, the Company, which maintains its principal executive
offices at 565 Marriott Drive, Suite 490, Nashville, Tennessee 37214, owns and
operates casual dining restaurants under the name "Logan's Roadhouse;"
WHEREAS, the Company desires to employ Employee and Employee
desires to accept such employment by the Company subject to the terms and
conditions contained herein; and
WHEREAS, in serving as an employee of the Company, Employee
will participate in the use and development of confidential proprietary
information about the Company, its customers and suppliers, and the methods used
by the Company and its employees in competition with other companies, as to
which the Company desires to protect fully its rights;
NOW, THEREFORE, in consideration of the premises and the
mutual covenants and agreements herein set forth, the parties hereto agree as
follows:
1. Employment. The Company hereby employs Employee and
Employee accepts such employment with the Company, subject to the terms and
conditions set forth herein. Employee shall be employed as Senior Vice President
of Development of the Company, shall perform all duties and services incident to
such position, and such other duties and services as may be prescribed by the
Bylaws of the Company or established by the Board of Directors of the Company
from time to time. The Company reserves the right to modify and/or assign other
and different offices, titles and duties to Employee in the future as the Board
of Directors may determine. During his employment hereunder, Employee shall
devote his best efforts and attention, on a full-time basis, to the performance
of the duties required of him as an employee of the Company.
2. Compensation. As compensation for services rendered by
Employee hereunder, Employee shall receive:
(a) An annual salary of $105,000, or such higher
salary as shall be approved unanimously by the Compensation
Committee of the Board of Directors, which salary shall be
payable in arrears in equal biweekly installments, plus
insurance and other benefits equivalent to the benefits
provided other executives of the Company, which are set forth
in Appendix I hereto;
(b) Three (3) weeks of compensated vacation time, to
be taken at any time during each year of the term of this
Agreement;
(c) Bonus compensation to be determined in accordance
with the terms and conditions of the Company's Executive Bonus
Plan; and
<PAGE> 2
(d) Reimbursement for all reasonable expenses
incurred by Employee in the performance of his duties under
this Agreement, provided that Employee submits verification of
such expenses in accordance with the policies of the Company.
Prior to the end of each fiscal year of the Company, the
Compensation Committee or Board of Directors shall review Employee's salary and
benefits payable hereunder. Any increases in salary or changes in fringe
benefits determined by the Compensation Committee or the Board of Directors at
such annual review shall become effective the following month unless otherwise
determined by the Company.
3. Confidential Information and Trade Secrets.
3.1 Employee recognizes that Employee's position with the
Company requires considerable responsibility and trust, and, in reliance on
Employee's loyalty, the Company may entrust Employee with highly sensitive
confidential, restricted and proprietary information involving Trade Secrets and
Confidential Information.
3.2 For purposes of this Agreement, a "Trade Secret" is any
scientific or technical information, design, process, procedure, formula or
improvement that is valuable and not generally known to competitors of the
Company. "Confidential Information" is any data or information, other than Trade
Secrets, that is important, competitively sensitive, and not generally known by
the public, including, but not limited to, the Company's business plan, training
manuals, product development plans, pricing procedures, market strategies,
internal performance statistics, financial data, confidential personnel
information concerning employees of the Company, supplier data, operational or
administrative plans, policy manuals, and terms and conditions of contracts and
agreements. The terms "Trade Secret" and "Confidential Information" shall not
apply to information which is (i) made available to the general public without
restriction by the Company, (ii) obtained from a third party by Employee in the
ordinary course of Employee's employment by the Company, or (iii) required to be
disclosed by Employee pursuant to subpoena or other lawful process, provided
that Employee notifies the Company in a timely manner to allow the Company to
appear to protect its interests.
3.3 Except as required to perform Employee's duties hereunder,
Employee will not use or disclose any Trade Secrets or Confidential Information
of the Company during employment, at any time after termination of employment
and prior to such time as they cease to be Trade Secrets or Confidential
Information through no act of Employee in violation of this Agreement.
3.4 Upon the request of the Company and, in any event, upon
the termination of employment hereunder, Employee will surrender to the Company
all memoranda, notes, records, manuals or other documents pertaining to the
Company's business or Employee's employment (including all copies thereof).
Employee will also leave with the Company all materials involving any Trade
Secrets or Confidential Information of the Company. All such information and
materials, whether or not made or developed by Employee, shall be the sole and
exclusive property of the Company, and Employee hereby assigns to the Company
all of Employee's right, title and interest in and to any and all of such
information and materials.
4. Covenant Not to Compete.
4.1 Employee hereby covenants and agrees with the Company that
during the term hereof and for a period expiring 12 months after the termination
or expiration of this Agreement, Employee will not directly or indirectly (i)
operate, develop or own any interest
2
<PAGE> 3
(other than the ownership of less than 5% of the equity securities of a publicly
traded company other than the Company or any entity controlling the Company) in
any business which has significant (viewed in relation to the business of the
Company) activities relating to the ownership, management or operation of, or
consultation regarding a casual dining restaurant of which steak sales
constitute 35% or more of total restaurant sales (a "Restaurant"); (ii) compete
with the Company or its subsidiaries and affiliates in the operation or
development of any Restaurant within the 48 contiguous states of the United
States of America; (iii) be employed by or consult with any business which owns,
manages or operates a Restaurant; (iv) interfere with, solicit, disrupt or
attempt to disrupt any past, present or prospective relationship, contractual or
otherwise, between the Company, or its subsidiaries or affiliates, and any
customer, client, supplier or employee of the Company, or its subsidiaries or
affiliates; or (v) solicit any present or known prospective management employee
(including all corporate officers and managers, all area or divisional directors
and all restaurant general managers) of the Company, or its subsidiaries or
affiliates, to leave their employment with the Company or its subsidiaries or
affiliates, or hire any management employee who was employed by the Company
within six months prior to the date of such hiring to work in any capacity;
provided, however, that this Section 4.1 shall not apply if Employee's
employment hereunder is terminated without cause prior to the expiration of the
Agreement.
4.2 If a judicial determination is made that any of the
provisions of this Section 4 constitutes an unreasonable or otherwise
unenforceable restriction against Employee, the provisions of this Section 4
shall be rendered void only to the extent that such judicial determination finds
such provisions to be unreasonable or otherwise unenforceable. In this regard,
the parties hereto hereby agree that any judicial authority construing this
Agreement shall be empowered to sever any portion of the territory or prohibited
business activity from the coverage of this Section 4 and to apply the
provisions of this Section 4 to the remaining portion of the territory or the
remaining business activities not so severed by such judicial authority.
Moreover, notwithstanding the fact that any provisions of this Section 4 are
determined not to be specifically enforceable, the Company shall nevertheless be
entitled to recover monetary damages as a result of the breach of such provision
by Employee. The time period during which the prohibitions set forth in this
Section 4 shall apply shall be tolled and suspended as to Employee for a period
equal to the aggregate quantity of time during which Employee violates such
prohibitions in any respect.
5. Specific Enforcement. Employee specifically acknowledges
and agrees that the restrictions set forth in Sections 3 and 4 hereof are
reasonable and necessary to protect the legitimate interests of the Company and
that the Company would not have entered into this Agreement in the absence of
such restrictions. Employee further acknowledges and agrees that any violation
of the provisions of Sections 3 or 4 hereof will result in irreparable injury to
the Company, that the remedy at law for any violation or threatened violation of
such Sections will be inadequate and that in the event of any such breach, the
Company, in addition to any other remedies or damages available to it at law or
in equity, shall be entitled to temporary injunctive relief before trial from
any court of competent jurisdiction as a matter of course and to permanent
injunctive relief without the necessity of proving actual damages.
6. Term. This Agreement shall continue for an initial period
of two (2) years from the date hereof, unless sooner terminated by either party
in the manner set forth herein. The date upon which this Agreement and
Employee's employment hereunder shall terminate, whether pursuant to the terms
of this Section or pursuant to any other provision of this Agreement shall
hereafter be referred to as the "Termination Date."
3
<PAGE> 4
7. Termination Upon Cessation of Company's Operations or Death
of the Employee. In the event the Company ceases its operations (other than
pursuant to a Change in Control (as defined in Section 11.1)) or the Employee
dies during the term of this Agreement, this Agreement shall immediately
terminate and neither the Employee nor the Company shall have any further
obligations hereunder, except that the Company shall continue to be obligated
under Section 2(a) hereof for any compensation, unpaid salary, bonus,
unreimbursed expenses or payments pursuant to Section 10 hereof owed to Employee
or his estate that have accrued but not been paid as of the Termination Date.
8. Termination by Employee. Employee may at any time terminate
his employment by giving the Company 90 days prior written notice of his intent
to terminate the Agreement. At the Termination Date, the Company shall have no
further obligation to Employee and Employee shall have no further rights or
obligations hereunder, except as set forth in Sections 3 and 4 above, and except
for the Company's obligation under Section 2(a) hereof for compensation, unpaid
salary, bonus or unreimbursed expenses that have accrued but have not been paid
as of the Termination Date.
9. Termination for Cause. The Company shall have the right at
any time to terminate Employee's employment immediately for cause, which shall
include any of the following reasons:
(a) If Employee shall violate the provisions of
Sections 3 or 4 of this Agreement.
(b) If Employee shall be convicted of, or enter a
plea of guilty or nolo contendere to (i) any felony, or (ii)
any misdemeanor involving the Company or reflecting upon
Employee's honesty or truthfulness;
(c) If Employee shall commit an act of dishonesty,
willful mismanagement, fraud or embezzlement involving or
against the Company.
Employee's obligations under Sections 3 and 4 hereof shall
survive the termination of the Agreement pursuant to this Section 9. In the
event Employee's employment hereunder is terminated in accordance with this
Section, the Company shall have no further obligation to make any payments to
Employee hereunder except for compensation, unpaid salary, bonus or unreimbursed
expenses that have accrued but have not been paid as of the Termination Date.
10. Termination Without Cause. In the event that Company
breaches this Agreement or Employee is terminated without cause during the term
hereof (which shall not include a termination pursuant to Sections 7, 8, 9, 11
or 12), the Company shall (a) pay Employee all bonuses and unreimbursed expenses
owed to Employee that have accrued but have not been paid as of the Termination
Date; (b) continue to pay to Employee, as severance compensation, his salary set
forth in Section 2(a) hereof for 12 months if Employee is terminated pursuant to
this Section within the initial two (2) year term of this Agreement; (c)
continue to provide the insurance provided for in Section 2(a) hereof for 12
months; and (d) pay Employee an amount which equals the average monthly bonus
earned by Employee in the two years immediately preceding the Termination Date
(as if such bonus was earned and paid on a monthly basis) for the number of
months for which severance compensation will be paid pursuant to clause (b)
above; provided, that if Employee has not been employed by the Company for two
years, then the bonus amount payable hereunder shall be computed on a pro rata
basis for the number of months Employee was actually employed by the Company (as
if such bonus was earned and paid on a monthly basis). In addition, the
Employee's unvested stock options shall
4
<PAGE> 5
become fully vested and immediately exercisable for a period of 90 days from the
Termination Date. If Employee is terminated without cause, the provisions of
Section 4 will be void and of no effect.
11. Termination Upon a Change in Control.
11.1 For purposes of this Agreement, a "Change in Control"
shall mean (i) a tender offer or exchange offer has been made for shares of the
Company's equity securities, provided that the corporation, person or other
entity making such offer purchases or otherwise acquires shares of the Company's
equity securities representing 50% or more of the outstanding shares of the
Company's equity securities pursuant to such offer, (ii) the shareholders of the
Company have approved a definitive agreement to merge or consolidate with or
into another corporation pursuant to which the Company will not survive or will
survive only as a subsidiary of another corporation, or to sell or otherwise
dispose of all or substantially all of its assets, (iii) the time that the
Company first determines that any person and all other persons who constitute a
group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of
1934, as amended (the "Exchange Act")), have acquired direct or indirect
beneficial ownership (within the meaning of Section 13(d)(3) under the Exchange
Act) of twenty percent (20%) or more of the Company's outstanding securities,
unless a majority of the Continuing Directors, as hereinafter defined, approves
the acquisition not later than ten (10) business days after the Company makes
that determination or (iv) the first day on which a majority of the members of
the Company's Board of Directors are not Continuing Directors.
11.2 For purposes of this Agreement, "Continuing Directors"
shall mean, as of any date of determination, any member of the Board of
Directors of the Company who (i) was a member of the Board of Directors on
October 1, 1997, (ii) has been a member of the Board of Directors for the two
years immediately preceding such date of determination or (iii) was nominated
for election or elected to the Board of Directors with the affirmative vote of a
majority of Continuing Directors who were members of the Board at the time of
such nomination or election.
11.3 In the event of a termination upon a Change in Control,
Employee shall immediately be paid all accrued salary, bonus compensation to the
extent earned, vested deferred compensation (other than plan benefits which will
be paid in accordance with the applicable plan), any benefits under any plans of
the Company in which Employee is a participant to the full extent of Employee's
rights under such plans (including accelerated vesting of any awards granted to
Employee under the Company's 1995 Incentive Stock Plan, as amended), accrued
vacation pay and any appropriate business expenses incurred by Employee in
connection with his duties hereunder, all to the Termination Date, and all
severance compensation provided in Section 11.4, but no other compensation or
reimbursement of any kind.
11.4 In addition, Employee shall be paid as severance
compensation his base salary in monthly installments (at the rate payable at the
time of such termination) for 12 months if Employee is terminated pursuant to
this Section within the initial two (2) year term of this Agreement. Employee is
under no obligation to mitigate the amount owed Employee pursuant to this
Section 11.4 by seeking other employment or otherwise. Notwithstanding anything
in this Section 11.4 to the contrary, Employee may in Employee's sole
discretion, by delivery of a notice to the Company within thirty (30) days
following a termination upon a Change in Control, elect to receive from the
Company a lump sum severance payment by bank cashier's check equal to the
present value of the flow of cash payments that would otherwise be paid to
Employee pursuant to this Section 11.4. Such present value shall be determined
as of the date of delivery of the notice of election by Employee and shall be
based on a discount rate equal to the interest rate on 90-day U.S. Treasury
bills, as reported in the Wall Street Journal (or similar publication), on
5
<PAGE> 6
the date of delivery of the election notice. If Employee elects to receive a
lump sum severance payment, the Company shall make such payment to Employee
within ten (10) days following the date on which Employee notifies the Company
of Employee's election. In addition to the severance payment payable under this
Section 11.4, Employee shall be paid an amount which equals the average monthly
bonus earned by Employee in the two years immediately preceding the Termination
Date (as if such bonus was earned and paid on a monthly basis) for the number of
months for which severance compensation will be paid pursuant to the first
sentence of this Section 11.4; provided, that if Employee has not been employed
by the Company for two years, then the bonus amount payable hereunder shall be
computed on a pro rata basis for the number of months Employee was actually
employed by the Company (as if such bonus was earned and paid on a monthly
basis). Employee shall also be entitled to an accelerated vesting of any awards
granted to Employee under the Company's 1995 Incentive Stock Plan, as amended.
Employee shall continue to accrue retirement benefits and shall continue to
enjoy any benefits under any plans of the Company in which Employee is a
participant to the full extent of Employee's rights under such plans, including
any perquisites provided under this Agreement, through the remaining term of
this Agreement; provided, however, that the benefits under any such plans of the
Company in which Employee is a participant, including any such perquisites,
shall cease upon re-employment by a new employer.
11.5 Notwithstanding anything else in this Agreement and
solely in the event of a termination upon a Change in Control, the amount of
severance compensation paid to Employee under this Section 11, but exclusive of
any payments to Employee in respect of any stock options then held by Employee
(or any compensation deemed to be received by Employee in connection with the
exercise of any stock options at any time), shall not include any amount the
Company is prohibited from deducting for federal income tax purposes by virtue
of Section 280G of the Internal Revenue Code or any successor provision.
12. Disability of Employee. If, on account of physical or
mental disability, Employee shall fail or be unable to perform his assigned
duties in any material respect for a period of 60 consecutive days, the Company
shall pay Employee his full salary as set forth in Section 2(a) hereof and shall
provide the insurance, bonus and other benefits of Section 2(a) for a period of
six months from the date such disability began or for such shorter period as
Employee is unable to perform his duties hereunder; provided, however, that
Employee's salary shall be reduced by any disability income paid to him pursuant
to any disability insurance policy maintained under this Agreement. In the event
Employee is unable to perform his duties hereunder after the expiration of the
six-month period, this Agreement shall automatically terminate. Employee shall
not be required to perform his obligations under Section 1 hereof during any
period of disability.
13. Assignment.
(a) The rights and benefits of Employee under this
Agreement, other than accrued and unpaid amounts due under
Section 2(a) hereof, are personal to him and shall not be
assignable. Discharge of Employee's undertakings in Sections 3
and 4 hereof shall be an obligation of Employee's executors,
administrators, or other legal representatives or heirs.
(b) This Agreement may not be assigned by the Company
except to an affiliate of the Company, provided, however, that
if the Company shall merge or effect a share exchange with or
into, or sell or otherwise transfer substantially all its
assets to, another corporation, the Company shall assign its
rights hereunder to that corporation and cause such
corporation to assume the Company's obligations under this
Agreement.
6
<PAGE> 7
14. Notices. Any notice or other communications under this
Agreement shall be in writing, signed by the party making the same, and shall be
delivered personally or sent by certified or registered mail, postage prepaid,
addressed as follows:
If to Employee: Ralph W. McCracken
205 Sheffield Place
Nashville, Tennessee 37215
With a copy to: Mr. Mike D. Brent
-----------------------------------------
Boult, Cummings, Conners & Berry
-----------------------------------------
Nashville, Tennessee 37219
-----------------------------------------
If to the Company: Logan's Roadhouse, Inc.
565 Marriott Drive, Suite 490
Nashville, Tennessee 37214
Attention: Chairman of the Compensation
Committee of the Board of Directors
With a copy to: J. Chase Cole, Esq.
Waller Lansden Dortch & Davis,
A Professional Limited Liability Company
2100 Nashville City Center
511 Union Street
Nashville, Tennessee 37219
or to such other address as may hereafter be designated by either party hereto.
All such notices shall be deemed given on the date personally delivered or
mailed.
15. Governing Law. This Agreement shall be interpreted and
enforced in accordance with the laws of the State of Tennessee.
16. Severability. Whenever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid, but
if any one or more of the provisions contained in this Agreement shall be
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability for any such provisions in every other respect and
of the remaining provisions of this Agreement shall not be in any way impaired.
17. Modification. No waiver of modification of this Agreement
or of any covenant, condition, or limitation herein contained shall be valid
unless in writing and duly executed by the party to be charged therewith and no
evidence of any waiver or modification shall be offered or received in evidence
of any proceeding, arbitration or litigation between the parties hereunder,
unless such waiver or modification is in writing, duly executed as aforesaid and
the parties further agree that the provisions of this section may not be waived
except as herein set forth.
18. Entire Agreement. This Agreement contains the entire
agreement of the parties hereto with respect to the subject matter contained
herein. There are no restrictions, promises, covenants or undertakings, other
than those expressly set forth herein. This Agreement supersedes all prior
agreements and understandings between the parties with respect to such subject
matter. This Agreement may not be changed except by a writing executed by the
parties.
7
<PAGE> 8
IN WITNESS WHEREOF, the undersigned have executed this
Employment Agreement on the day and year first above written.
LOGAN'S ROADHOUSE, INC.
By: /s/ Thomas E. Ervin
-------------------------------------------
Title: Chairman of the Compensation
Committee of the Board of Directors
EMPLOYEE
/s/ Ralph W. McCracken
-----------------------------------------------
Ralph W. McCracken
8
<PAGE> 1
Exhibit 10.15
EMPLOYMENT AGREEMENT
This Agreement is made as of the 14th day of January, 1998,
between Logan's Roadhouse, Inc., a Tennessee corporation (the "Company"), and
David J. McDaniel, a resident of the State of Tennessee ("Employee").
W I T N E S S E T H:
WHEREAS, the Company, which maintains its principal executive
offices at 565 Marriott Drive, Suite 490, Nashville, Tennessee 37214, owns and
operates casual dining restaurants under the name "Logan's Roadhouse;"
WHEREAS, the Company desires to employ Employee and Employee
desires to accept such employment by the Company subject to the terms and
conditions contained herein; and
WHEREAS, in serving as an employee of the Company, Employee
will participate in the use and development of confidential proprietary
information about the Company, its customers and suppliers, and the methods used
by the Company and its employees in competition with other companies, as to
which the Company desires to protect fully its rights;
NOW, THEREFORE, in consideration of the premises and the
mutual covenants and agreements herein set forth, the parties hereto agree as
follows:
1. Employment. The Company hereby employs Employee and
Employee accepts such employment with the Company, subject to the terms and
conditions set forth herein. Employee shall be employed as Senior Vice President
of Finance and Chief Financial Officer of the Company, shall perform all duties
and services incident to such positions, and such other duties and services as
may be prescribed by the Bylaws of the Company or established by the Board of
Directors of the Company from time to time. The Company reserves the right to
modify and/or assign other and different offices, titles and duties to Employee
in the future as the Board of Directors may determine. During his employment
hereunder, Employee shall devote his best efforts and attention, on a full-time
basis, to the performance of the duties required of him as an employee of the
Company.
2. Compensation. As compensation for services rendered by
Employee hereunder, Employee shall receive:
(a) An annual salary of $115,000, or such higher
salary as shall be approved unanimously by the Compensation
Committee of the Board of Directors, which salary shall be
payable in arrears in equal biweekly installments, plus
insurance and other benefits equivalent to the benefits
provided other executives of the Company, which are set forth
in Appendix I hereto;
(b) Three (3) weeks of compensated vacation time, to
be taken at any time during each year of the term of this
Agreement;
(c) Bonus compensation to be determined in accordance
with the terms and conditions of the Company's Executive Bonus
Plan; and
<PAGE> 2
(d) Reimbursement for all reasonable expenses
incurred by Employee in the performance of his duties under
this Agreement, provided that Employee submits verification of
such expenses in accordance with the policies of the Company.
Prior to the end of each fiscal year of the Company, the
Compensation Committee or Board of Directors shall review Employee's salary and
benefits payable hereunder. Any increases in salary or changes in fringe
benefits determined by the Compensation Committee or the Board of Directors at
such annual review shall become effective the following month unless otherwise
determined by the Company.
3. Confidential Information and Trade Secrets.
3.1 Employee recognizes that Employee's position with the
Company requires considerable responsibility and trust, and, in reliance on
Employee's loyalty, the Company may entrust Employee with highly sensitive
confidential, restricted and proprietary information involving Trade Secrets and
Confidential Information.
3.2 For purposes of this Agreement, a "Trade Secret" is any
scientific or technical information, design, process, procedure, formula or
improvement that is valuable and not generally known to competitors of the
Company. "Confidential Information" is any data or information, other than Trade
Secrets, that is important, competitively sensitive, and not generally known by
the public, including, but not limited to, the Company's business plan, training
manuals, product development plans, pricing procedures, market strategies,
internal performance statistics, financial data, confidential personnel
information concerning employees of the Company, supplier data, operational or
administrative plans, policy manuals, and terms and conditions of contracts and
agreements. The terms "Trade Secret" and "Confidential Information" shall not
apply to information which is (i) made available to the general public without
restriction by the Company, (ii) obtained from a third party by Employee in the
ordinary course of Employee's employment by the Company, or (iii) required to be
disclosed by Employee pursuant to subpoena or other lawful process, provided
that Employee notifies the Company in a timely manner to allow the Company to
appear to protect its interests.
3.3 Except as required to perform Employee's duties hereunder,
Employee will not use or disclose any Trade Secrets or Confidential Information
of the Company during employment, at any time after termination of employment
and prior to such time as they cease to be Trade Secrets or Confidential
Information through no act of Employee in violation of this Agreement.
3.4 Upon the request of the Company and, in any event, upon
the termination of employment hereunder, Employee will surrender to the Company
all memoranda, notes, records, manuals or other documents pertaining to the
Company's business or Employee's employment (including all copies thereof).
Employee will also leave with the Company all materials involving any Trade
Secrets or Confidential Information of the Company. All such information and
materials, whether or not made or developed by Employee, shall be the sole and
exclusive property of the Company, and Employee hereby assigns to the Company
all of Employee's right, title and interest in and to any and all of such
information and materials.
4. Covenant Not to Compete.
4.1 Employee hereby covenants and agrees with the Company that
during the
2
<PAGE> 3
term hereof and for a period expiring 12 months after the termination
or expiration of this Agreement, Employee will not directly or indirectly (i)
operate, develop or own any interest (other than the ownership of less than 5%
of the equity securities of a publicly traded company other than the Company or
any entity controlling the Company) in any business which has significant
(viewed in relation to the business of the Company) activities relating to the
ownership, management or operation of, or consultation regarding a casual dining
restaurant of which steak sales constitute 35% or more of total restaurant sales
(a "Restaurant"); (ii) compete with the Company or its subsidiaries and
affiliates in the operation or development of any Restaurant within the 48
contiguous states of the United States of America; (iii) be employed by or
consult with any business which owns, manages or operates a Restaurant; (iv)
interfere with, solicit, disrupt or attempt to disrupt any past, present or
prospective relationship, contractual or otherwise, between the Company, or its
subsidiaries or affiliates, and any customer, client, supplier or employee of
the Company, or its subsidiaries or affiliates; or (v) solicit any present or
known prospective management employee (including all corporate officers and
managers, all area or divisional directors and all restaurant general managers)
of the Company, or its subsidiaries or affiliates, to leave their employment
with the Company or its subsidiaries or affiliates, or hire any management
employee who was employed by the Company within six months prior to the date of
such hiring to work in any capacity; provided, however, that this Section 4.1
shall not apply if Employee's employment hereunder is terminated without cause
prior to the expiration of the Agreement.
4.2 If a judicial determination is made that any of the
provisions of this Section 4 constitutes an unreasonable or otherwise
unenforceable restriction against Employee, the provisions of this Section 4
shall be rendered void only to the extent that such judicial determination finds
such provisions to be unreasonable or otherwise unenforceable. In this regard,
the parties hereto hereby agree that any judicial authority construing this
Agreement shall be empowered to sever any portion of the territory or prohibited
business activity from the coverage of this Section 4 and to apply the
provisions of this Section 4 to the remaining portion of the territory or the
remaining business activities not so severed by such judicial authority.
Moreover, notwithstanding the fact that any provisions of this Section 4 are
determined not to be specifically enforceable, the Company shall nevertheless be
entitled to recover monetary damages as a result of the breach of such provision
by Employee. The time period during which the prohibitions set forth in this
Section 4 shall apply shall be tolled and suspended as to Employee for a period
equal to the aggregate quantity of time during which Employee violates such
prohibitions in any respect.
5. Specific Enforcement. Employee specifically acknowledges
and agrees that the restrictions set forth in Sections 3 and 4 hereof are
reasonable and necessary to protect the legitimate interests of the Company and
that the Company would not have entered into this Agreement in the absence of
such restrictions. Employee further acknowledges and agrees that any violation
of the provisions of Sections 3 or 4 hereof will result in irreparable injury to
the Company, that the remedy at law for any violation or threatened violation of
such Sections will be inadequate and that in the event of any such breach, the
Company, in addition to any other remedies or damages available to it at law or
in equity, shall be entitled to temporary injunctive relief before trial from
any court of competent jurisdiction as a matter of course and to permanent
injunctive relief without the necessity of proving actual damages.
6. Term. This Agreement shall continue for an initial period
of two (2) years from the date hereof, unless sooner terminated by either party
in the manner set forth herein. The date upon which this Agreement and
Employee's employment hereunder shall terminate, whether pursuant to the terms
of this Section or pursuant to any other provision of this Agreement shall
hereafter be referred to as the "Termination Date."
3
<PAGE> 4
7. Termination Upon Cessation of Company's Operations or Death
of the Employee. In the event the Company ceases its operations (other than
pursuant to a Change in Control (as defined in Section 11.1)) or the Employee
dies during the term of this Agreement, this Agreement shall immediately
terminate and neither the Employee nor the Company shall have any further
obligations hereunder, except that the Company shall continue to be obligated
under Section 2(a) hereof for any compensation, unpaid salary, bonus,
unreimbursed expenses or payments pursuant to Section 10 hereof owed to Employee
or his estate that have accrued but not been paid as of the Termination Date.
8. Termination by Employee. Employee may at any time terminate
his employment by giving the Company 90 days prior written notice of his intent
to terminate the Agreement. At the Termination Date, the Company shall have no
further obligation to Employee and Employee shall have no further rights or
obligations hereunder, except as set forth in Sections 3 and 4 above, and except
for the Company's obligation under Section 2(a) hereof for compensation, unpaid
salary, bonus or unreimbursed expenses that have accrued but have not been paid
as of the Termination Date.
9. Termination for Cause. The Company shall have the right at
any time to terminate Employee's employment immediately for cause, which shall
include any of the following reasons:
(a) If Employee shall violate the provisions of
Sections 3 or 4 of this Agreement.
(b) If Employee shall be convicted of, or enter a
plea of guilty or nolo contendere to (i) any felony, or (ii)
any misdemeanor involving the Company or reflecting upon
Employee's honesty or truthfulness;
(c) If Employee shall commit an act of dishonesty,
willful mismanagement, fraud or embezzlement involving or
against the Company.
Employee's obligations under Sections 3 and 4 hereof shall survive the
termination of the Agreement pursuant to this Section 9. In the event Employee's
employment hereunder is terminated in accordance with this Section, the Company
shall have no further obligation to make any payments to Employee hereunder
except for compensation, unpaid salary, bonus or unreimbursed expenses that have
accrued but have not been paid as of the Termination Date.
10. Termination Without Cause. In the event that Company
breaches this Agreement or Employee is terminated without cause during the term
hereof (which shall not include a termination pursuant to Sections 7, 8, 9, 11
or 12), the Company shall (a) pay Employee all bonuses and unreimbursed expenses
owed to Employee that have accrued but have not been paid as of the Termination
Date; (b) continue to pay to Employee, as severance compensation, his salary set
forth in Section 2(a) hereof for 12 months if Employee is terminated pursuant to
this Section within the initial two (2) year term of this Agreement; (c)
continue to provide the insurance provided for in Section 2(a) hereof for 12
months; and (d) pay Employee an amount which equals the average monthly bonus
earned by Employee in the two years immediately preceding the Termination Date
(as if such bonus was earned and paid on a monthly basis) for the number of
months for which severance compensation will be paid pursuant to clause (b)
above; provided, that if Employee has not been employed by the Company for two
years, then the bonus amount payable hereunder shall be computed on a pro rata
basis for the number of months Employee was actually employed by the Company (as
if such bonus was earned and paid on a monthly basis). In addition,
4
<PAGE> 5
the Employee's unvested stock options shall become fully vested and immediately
exercisable for a period of 90 days from the Termination Date. If Employee is
terminated without cause, the provisions of Section 4 will be void and of no
effect.
11. Termination Upon a Change in Control.
11.1 For purposes of this Agreement, a "Change in Control"
shall mean (i) a tender offer or exchange offer has been made for shares of the
Company's equity securities, provided that the corporation, person or entity
making such offer purchases or otherwise acquires shares of the Company's equity
securities representing 50% or more of the outstanding shares of the Company's
equity securities pursuant to such offer, (ii) the shareholders of the Company
have approved a definitive agreement to merge or consolidate with or into
another corporation pursuant to which the Company will not survive or will
survive only as a subsidiary of another corporation, or to sell or otherwise
dispose of all or substantially all of its assets, (iii) the time that the
Company first determines that any person and all other persons who constitute a
group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of
1934, as amended (the "Exchange Act")), have acquired direct or indirect
beneficial ownership (within the meaning of Section 13(d)(3) under the Exchange
Act) of twenty percent (20%) or more of the Company's outstanding securities,
unless a majority of the Continuing Directors, as hereinafter defined, approves
the acquisition not later than ten (10) business days after the Company makes
that determination or (iv) the first day on which a majority of the members of
the Company's Board of Directors are not Continuing Directors.
11.2 For purposes of this Agreement, "Continuing Directors"
shall mean, as of any date of determination, any member of the Board of
Directors of the Company who (i) was a member of the Board of Directors on
October 1, 1997, (ii) has been a member of the Board of Directors for the two
years immediately preceding such date of determination or (iii) was nominated
for election or elected to the Board of Directors with the affirmative vote of a
majority of Continuing Directors who were members of the Board at the time of
such nomination or election.
11.3 In the event of a termination upon a Change in Control,
Employee shall immediately be paid all accrued salary, bonus compensation to the
extent earned, vested deferred compensation (other than plan benefits which will
be paid in accordance with the applicable plan), any benefits under any plans of
the Company in which Employee is a participant to the full extent of Employee's
rights under such plans (including accelerated vesting of any awards granted to
Employee under the Company's 1995 Incentive Stock Plan, as amended), accrued
vacation pay and any appropriate business expenses incurred by Employee in
connection with his duties hereunder, all to the Termination Date, and all
severance compensation provided in Section 11.4, but no other compensation or
reimbursement of any kind.
11.4 In addition, Employee shall be paid as severance
compensation his base salary in monthly installments (at the rate payable at the
time of such termination) for 12 months if Employee is terminated pursuant to
this Section within the initial two (2) year term of this Agreement. Employee is
under no obligation to mitigate the amount owed Employee pursuant to this
Section 11.4 by seeking other employment or otherwise. Notwithstanding anything
in this Section 11.4 to the contrary, Employee may in Employee's sole
discretion, by delivery of a notice to the Company within thirty (30) days
following a termination upon a Change in Control, elect to receive from the
Company a lump sum severance payment by bank cashier's check equal to the
present value of the flow of cash payments that would otherwise be paid to
Employee pursuant to this Section 11.4. Such present value shall be determined
as of the date of delivery of the notice of election by Employee and shall be
based on a discount rate equal to the interest rate on 90-day U.S.
5
<PAGE> 6
Treasury bills, as reported in the Wall Street Journal (or similar publication),
on the date of delivery of the election notice. If Employee elects to receive a
lump sum severance payment, the Company shall make such payment to Employee
within ten (10) days following the date on which Employee notifies the Company
of Employee's election. In addition to the severance payment payable under this
Section 11.4, Employee shall be paid an amount which equals the average monthly
bonus earned by Employee in the two years immediately preceding the Termination
Date (as if such bonus was earned and paid on a monthly basis) for the number of
months for which severance compensation will be paid pursuant to the first
sentence of this Section 11.4; provided, that if Employee has not been employed
by the Company for two years, then the bonus amount payable hereunder shall be
computed on a pro rata basis for the number of months Employee was actually
employed by the Company (as if such bonus was earned and paid on a monthly
basis). Employee shall also be entitled to an accelerated vesting of any awards
granted to Employee under the Company's 1995 Incentive Stock Plan, as amended.
Employee shall continue to accrue retirement benefits and shall continue to
enjoy any benefits under any plans of the Company in which Employee is a
participant to the full extent of Employee's rights under such plans, including
any perquisites provided under this Agreement, through the remaining term of
this Agreement; provided, however, that the benefits under any such plans of the
Company in which Employee is a participant, including any such perquisites,
shall cease upon re-employment by a new employer.
11.5 Notwithstanding anything else in this Agreement and
solely in the event of a termination upon a Change in Control, the amount of
severance compensation paid to Employee under this Section 11, but exclusive of
any payments to Employee in respect of any stock options then held by Employee
(or any compensation deemed to be received by Employee in connection with the
exercise of any stock options at any time), shall not include any amount the
Company is prohibited from deducting for federal income tax purposes by virtue
of Section 280G of the Internal Revenue Code or any successor provision.
12. Disability of Employee. If, on account of physical or
mental disability, Employee shall fail or be unable to perform his assigned
duties in any material respect for a period of 60 consecutive days, the Company
shall pay Employee his full salary as set forth in Section 2(a) hereof and shall
provide the insurance, bonus and other benefits of Section 2(a) for a period of
six months from the date such disability began or for such shorter period as
Employee is unable to perform his duties hereunder; provided, however, that
Employee's salary shall be reduced by any disability income paid to him pursuant
to any disability insurance policy maintained under this Agreement. In the event
Employee is unable to perform his duties hereunder after the expiration of the
six-month period, this Agreement shall automatically terminate. Employee shall
not be required to perform his obligations under Section 1 hereof during any
period of disability.
13. Assignment.
(a) The rights and benefits of Employee under this
Agreement, other than accrued and unpaid amounts due under
Section 2(a) hereof, are personal to him and shall not be
assignable. Discharge of Employee's undertakings in Sections 3
and 4 hereof shall be an obligation of Employee's executors,
administrators, or other legal representatives or heirs.
(b) This Agreement may not be assigned by the Company
except to an affiliate of the Company, provided, however, that
if the Company shall merge or effect a share exchange with or
into, or sell or otherwise transfer substantially all its
assets to, another corporation, the Company shall assign its
rights hereunder to that corporation and cause such
corporation to assume the Company's obligations under
6
<PAGE> 7
this Agreement.
14. Notices. Any notice or other communications under this
Agreement shall be in writing, signed by the party making the same, and shall be
delivered personally or sent by certified or registered mail, postage prepaid,
addressed as follows:
If to Employee: David J. McDaniel
5826 Cloverland Drive
Brentwood, Tennessee 37027
With a copy to:
---------------------------------------
---------------------------------------
---------------------------------------
If to the Company: Logan's Roadhouse, Inc.
565 Marriott Drive, Suite 490
Nashville, Tennessee 37214
Attention: Chairman of the Compensation
Committee of the Board of
Directors
With a copy to: J. Chase Cole, Esq.
Waller Lansden Dortch & Davis,
A Professional Limited Liability Company
2100 Nashville City Center
511 Union Street
Nashville, Tennessee 37219
or to such other address as may hereafter be designated by either party hereto.
All such notices shall be deemed given on the date personally delivered or
mailed.
15. Governing Law. This Agreement shall be interpreted and
enforced in accordance with the laws of the State of Tennessee.
16. Severability. Whenever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid, but
if any one or more of the provisions contained in this Agreement shall be
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability for any such provisions in every other respect and
of the remaining provisions of this Agreement shall not be in any way impaired.
17. Modification. No waiver of modification of this Agreement
or of any covenant, condition, or limitation herein contained shall be valid
unless in writing and duly executed by the party to be charged therewith and no
evidence of any waiver or modification shall be offered or received in evidence
of any proceeding, arbitration or litigation between the parties hereunder,
unless such waiver or modification is in writing, duly executed as aforesaid and
the parties further agree that the provisions of this section may not be waived
except as herein set forth.
18. Entire Agreement. This Agreement contains the entire
agreement of the
7
<PAGE> 8
parties hereto with respect to the subject matter contained herein. There are no
restrictions, promises, covenants or undertakings, other than those expressly
set forth herein. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter. This
Agreement may not be changed except by a writing executed by the parties.
IN WITNESS WHEREOF, the undersigned have executed this
Employment Agreement on the day and year first above written.
LOGAN'S ROADHOUSE, INC.
By: /s/ Thomas E. Ervin
--------------------------------------
Title: Chairman of the Compensation
Committee of the Board of Directors
EMPLOYEE
/s/ David J. McDaniel
---------------------------------
David J. McDaniel
8
<PAGE> 1
Exhibit 10.16
January 13, 1998
FY 1998 EXECUTIVE BONUS PLAN
The Logan's Roadhouse EXECUTIVE BONUS PLAN will be based on the company
achieving or exceeding both quarterly and yearly financial earnings targets,
plus each individual executive's job performance.
A. 50% of each executive's "targeted annual bonus" will be earned and paid
quarterly. 40% will be earned by reaching or exceeding quarterly target earnings
goals and the remaining 10% will be based on each executive's individual job
performance. If any quarterly bonus is not earned and paid at the end of any
quarter for failure to reach or exceed quarterly target earnings goals, that
bonus shall still be earned and paid at year-end if the annual target earnings
are reached or exceeded.
QUARTERLY TARGET EARNINGS GOALS:
At the beginning of each quarter, the Board will approve which analysts' EPS
estimates will be used in calculating the quarterly earnings target for that
quarter. (i.e. J.C. Bradford, Equitable Securities, etc.)
The quarterly earnings target will be determined by calculating the average of
the latest published earnings per share estimates of those analysts which have
been approved for that quarter. Should that average be revised downward during
the quarter for reasons presumed to be within management's control, then the
previously calculated higher average will remain the target.
B. 50% of each executive's "targeted annual bonus" will be earned and paid at
year-end. 40% will be earned by reaching annual target earnings goals and the
remaining 10% will be based on each executive's individual job performance.
ANNUAL TARGET EARNINGS GOAL:
The annual earnings target will be determined and set at the beginning of the
year and will be equal to the annual pre tax income dollar amount as indicated
in the Company's Board approved FY 1998 Financial Plan.
C. An additional bonus to be determined at the discretion of the Compensation
Committee may be earned and paid to each executive at year-end if annual
earnings exceed annual targeted earnings goals.
D. INDIVIDUAL JOB PERFORMANCE BONUS:
The 10% portion of the bonus to be earned each quarter and annually by Peter
Kehayes, David McDaniel, and Ralph McCracken will be determined by the President
and CEO, Ted Moats. Mr. Moats' performance bonuses will be determined quarterly
and annually by the Board of Directors.
<PAGE> 1
Exhibit 10.17
SPONSORSHIP AGREEMENT
THIS SPONSORSHIP AGREEMENT (the "Agreement") is made and entered into
this the 24th day of February, 1998, by and between Southern Racing Promotions,
Inc., ("SRP") a Tennessee corporation, and Logan's Roadhouse, Inc., a Tennessee
corporation ("Logan's"), with its principal place of business in Nashville,
Tennessee.
WHEREAS, SRP is engaged in the business of operating an automobile
racing team;
WHEREAS, SRP is securing sponsorship funds to offset the direct costs
of campaigning a NASCAR Late Model Stock Car ("LMSC") Racing Team (the "Team")
in the 1998 racing season at Nashville Motor Speedway ("NMS");
WHEREAS, Logan's desires to become the primary sponsor of the Team to
promote its restaurant concept in Middle Tennessee and the southeastern United
States; and
WHEREAS, the parties desire to set forth in this agreement their
respective rights and obligations;
NOW, THEREFORE, in consideration of the promises and Agreements set
forth herein, the parties hereto agree as follows:
1. PRIMARY SPONSOR. For the 1998 racing season, Logan's shall be the
primary sponsor of the Team, which fields a LMSC racing vehicle (the "Race Car")
driven by Brad Baker. During the term of this Agreement, SRP will not represent
any other product or company or accept as a primary, secondary, associate or
contingent decal sponsor any other product reasonably deemed by Logan's to be
competitive with Logan's.
2. TERM. The term of this Agreement shall commence on the date hereof
and, unless terminated as provided herein, shall continue through November 30,
1998.
3. SERVICES TO BE PROVIDED BY SRP. SRP shall perform the following
services for Logan's in connection with race programs:
(A) THE DRIVER. Except as specifically provided in this Agreement,
Brad Baker ("Baker") will be the only driver for the Team for the term of this
Agreement. If Baker is unavailable to perform as driver as a result of injury,
illness or any other disability, or cause beyond his control, SRP shall provide
an alternate driver subject to the approval of Logan's ("Alternate Driver"),
which approval shall not be unreasonably withheld. Baker and any Alternate
Driver appointed by SRP and approved by Logan's pursuant to this Agreement are
herein collectively
1
<PAGE> 2
referred to as the "Driver." The Driver shall not drive for any other sponsor
which competes with Logan's. The Driver shall not drive any other race vehicle
for any other sponsor than Logan's without prior written notice from SRP to
Logan's.
(B) ADVERTISING, ENDORSEMENTS, ETC. Unless otherwise provided
in this Agreement, Logan's shall have the right at no additional expense to use
the name, likeness and voice of Baker for endorsements, advertising and
promotions in all forms of media.
(C) PUBLIC IMAGE. SRP shall be primarily responsible for
developing and maintaining a positive public image for the Driver and the Team.
To facilitate this aim and in recognition of Logan's sensitivity to any adverse
publicity with respect to the Driver and the Racing Team, SRP shall be
responsible for the public image of the Driver and the Racing Team at all times,
including but not limited to any statement by the Driver or the Team in
connection with press conferences, media contact and any contact of the Driver
or Team with the general public, whether at a race or otherwise.
(D) CAR DESIGN. Consistent with NASCAR rules and regulations
and the terms of Articles 4 and 5 of this Agreement, SRP will develop a graphic
design for the Race Car (the "Graphic Design"). SRP will purchase decals for the
Race Car based upon the Graphic Design and shall be responsible for painting the
Race Car in conformity with the Graphic Design.
(E) UNIFORMS. SRP will provide race day uniforms for up to a
maximum of 12 personnel and a driver suit for the Driver. Consistent with the
NASCAR rules and regulations, and excluding any patches required by NASCAR,
Logan's shall have the exclusive right to promote its Logan's logo on uniforms
and Driver's suit on the areas depicted on Exhibit A to this Agreement. Logan's
also shall have the exclusive right to promote its Logan's trademark on the side
of the helmet, as shown on Exhibit B to this Agreement. Uniforms and Driver's
suit may display one patch each for up to two secondary or associate sponsors,
provided such secondary or associate sponsors have been approved in advance by
Logan's, such patches to be located as mutually agreed upon by Logan's and SRP.
The Driver shall not appear in a race uniform or driving suit other than the
Logan's uniform/suit in connection with or portraying involvement in NASCAR LMSC
racing, whether or not used in product advertising or promotion.
(F) CREDENTIALS. At the request of Logan's and consistent with
NASCAR and race track rules, regulations and procedures, SRP will use best
efforts to secure credentials for the pre-race admissions of a maximum of four
designees of Logan's to pit row and/or the garage area of each regularly
scheduled or special LMSC event in which the Race Car competes.
(G) SHOW CAR. SRP will build and provide to Logan's a 1997
Ford Thunderbird automobile ("Show Car") that will have an appearance identical
to
2
<PAGE> 3
that of the race car, to include full roll cage, race interior, paint, graphics
and under-hood race look. Logan's will provide equipment and driver to transport
the Show Car to destinations and according to schedules as determined by
Logan's. At the expiration of this contract, Logan's will return the Show Car to
SRP in substantially the same condition as when received by Logan's, normal wear
and tear excepted.
(H) TRANSPORTER. SRP is attempting to purchase or lease a 53 foot
semi-trailer to be pulled by a Peterbilt class eight tractor which will function
as the Race Car transporter (the "Transporter"). In the event SRP is successful
in procuring the Transporter, it will be lettered and pictured with Logan's
racing graphics by SRP up to a maximum cost allowance of Two Thousand Five
Hundred and No/100's ($2,500.00), with Logan's retaining the right to apply more
extensive graphics at its own expense if Logan's so chooses. Any associate
sponsor graphics appearing on the Transporter will be displayed in a subservient
manner to clearly reflect Logan's as the primary sponsor of the Team.
(I) AUTHORITY OF SRP. SRP hereby warrants that it has the authority
to grant all rights to Baker under this Article 3.
4. ASSOCIATE AND SECONDARY SPONSORSHIPS. SRP shall have the right to
obtain secondary and associate sponsors for the Race Car and Team, subject to
the approval of Logan's, which approval shall not be unreasonably withheld. SRP
may not obtain any associate or secondary sponsors whose products or concepts
compete with Logan's. Any associate and/or secondary sponsor may promote its
role as a sponsor by signage, logos or trademarks on the Race Car, provided that
such associate and/or secondary sponsors signage, logos or trademarks used on
the Race Car, when viewed collectively, shall not cover any area greater than
25% of that of Logan's signage, logos or trademarks, nor conflict with the
graphic design, or in other locations or on clothing as may be permitted by the
terms of the Agreement. Logan's shall have the exclusive use of the hood, the
rear quarter panel area above the tire and the bottom of the deck lid (rear
facing panel, TV panel) of the Race Car, as shown on Exhibit C to this
Agreement. All other areas permitted by NASCAR for sponsor signage, logos or
trademarks and the "spoiler space" are reserved for NASCAR, SRP and the
associate and secondary sponsors. All associate and secondary sponsors' graphic
layouts for the Race Car are subject to Logan's approval, which shall not be
unreasonably withheld. Furthermore, SRP shall not permit any associate or
secondary sponsor to suggest in any manner that its sponsorship role is as great
as that of Logan's.
5. CONTINGENT SPONSORS. SRP intends to participate in NASCAR and NMS
decal sponsor programs such as a series sponsor, and race related products such
as tires and fuel. Logan's acknowledges that NASCAR or NMS require the placing
of certain decals on the Race Car as a prerequisite for competing in a racing
event. SRP acknowledges that such required decals shall be placed forward of the
3
<PAGE> 4
door panel, or as otherwise required by NASCAR rules and regulations, in a way
not to detract from Logan's signage.
6. COMPENSATION. In consideration of the services provided, SRP shall
be entitled to a base fee of Eighty Thousand Dollars and No/100's (580,000.00)
payable as follows:
(i) $40,000.00 payable upon execution of this contract; and
(ii) the balance of $40,000.00 payable in eight equal monthly
installments of $5,000 each, due the first day of March, April, May, June, July,
August, September and October, 1998.
7. TRADEMARKS. It is expressly understood that SRP may use the Logan's
trademarks, logos or other symbols only as directed or approved by Logan's and
that Logan's may use the trademarks, logos, symbols, name, likeness, voice or
signature of the Driver, the Team or any secondary or associate sponsor only as
directed or approved by the Driver, or secondary sponsors, as appropriate. SRP
may license and use the Logan's name and Trademark in promotions directly
related to the Race Car or the Team, such as souvenir items, hats, shirts, etc.
Upon termination of this Agreement, SRP and any associate or secondary sponsors
shall immediately cease all use of all Logan's trademarks, trade names, service
marks, logos, symbols or other designations, and Logan's shall immediately cease
all use of trademarks, trade names, service marks, logos, symbols or other
designation of SRP or any associate or secondary sponsors, as well as any and
all use of name, likeness, voice or signature of the Driver.
8. CONFIDENTIALITY. Both parties shall exercise due care to protect the
confidentiality of any information exchanged between them as a result of this
Agreement, including information exchanged during the negotiation of this
Agreement, and shall not use such information to the disadvantage of the other
party. However, nothing contained herein will prevent either party from fully
utilizing information already known to such party or information which is or
becomes generally available to the public through no fault of such party that
has the right to disperse such information without breaching any obligation to
one of the parties to this Agreement. The parties each specifically agree not to
share confidential information received from the other party with any agent,
including their respective advertising agencies, unless the party wishing to
share such information with this agent receives written approval from the other
party.
9. POWER AND AUTHORITY. Logan's and SRP warrant they have full power
and authority to enter into and perform this Agreement, and the transactions
contemplated hereby have been duly and validly authorized by all necessary
corporate action, and each has the ability to provide the services called for
hereunder. Upon the execution and delivery of this agreement, it will be a valid
and binding obligation of Logan's and SRP in accordance with its terms. Logan's
and
4
<PAGE> 5
SRP further warrant they have not made, nor will make, any Agreement or
commitment which would prevent or interfere in any way with the full performance
of the obligations hereunder or the full enjoyment of the other party hereunder.
10. SPECIAL RIGHT OF TERMINATION. Either party shall have the right to
terminate this Agreement, subject to the following terms and conditions:
(a) Either party ("the Terminating Party") may terminate this
Agreement upon prior written notice to the other party (the "Defaulting Party")
upon the occurrence of any of the following conditions:
(i) In the event that such party materially breaches this
Agreement or materially defaults in the performance of any obligation hereunder
and fails to cure said breach within 30 days of written notice to the Defaulting
Party by the Terminating Party;
(ii) Immediately in the event that the Defaulting Party
(including, for SRP, the Driver) commits any crime involving moral turpitude or
otherwise commits any act or is involved in any situation bringing itself, the
Terminating Party or the products of the Terminating Party into public hatred or
contempt, or engages in conduct that shocks or insults the community or brings
the Terminating Party, or its products into public disrespect, scandal or
ridicule; or
(iii) In the event the LMSC series at NMS is canceled.
(b) In the event Logan's terminates this Agreement pursuant to
this Article 10, Logan's shall be entitled to a pro rata refund of amounts
prepaid for the current calendar year, with no further obligations under this
Agreement.
11. FORCE MAJEURE. Neither party hereto will be considered in default
of this Agreement or be liable for damages therefor, for any failure of
performance hereunder occasioned by an Act of God, force of nature, physical
casualty, accident, war or warlike activity, insurrection or civil disorder or
other cause beyond its reasonable control, provided the party so affected gives
prompt notice to the other.
12. RELEASE. Except as may be otherwise provided in this Agreement,
including amounts due SRP from Logan's under Article 6 of this Agreement,
neither SRP nor its employees or agents shall make any claims against Logan's
with respect to any remuneration in the nature of salary or otherwise for any
cost, damage, loss or expense incurred for any reason, including, but not
limited to, damage, injury or death which may be suffered by SRP or its
employees or agents, third parties, or any property of SRP or property of its
agents or employees, or property of any third parties. SRP shall obtain from the
Driver and from each of its employees who is a member of the Team a release in
favor of Logan's from all liability with respect to any of the above.
5
<PAGE> 6
13. INSURANCE. SRP shall provide at its expense, and maintain
throughout the term of this Agreement, comprehensive general liability insurance
in the amount of Five Million Dollars and No/100's ($5,000,000.00) per
occurrence with respect to any liability relating to the activities of SRP in
the performance of this Agreement SRP shall supply Logan's with a copy of the
Certificate of Insurance naming Logan's as an additional insured. Such policies
shall provide for at least fifteen (15) days' written notice to Logan's of the
cancellation or substantial modification thereof. Such insurance will be
supplemental coverage in excess of the Five Million Dollars ($5,000,000.00)
primary coverage provided to SRP and Logan's by the comprehensive liability
policy of NMS.
14. NOTICES. All notices required or permitted hereunder shall be in
writing and shall be deemed to be properly given: (a) when personally delivered
to the party entitled to receive the notice; (b) upon receipt of facsimile
message confirmed by first class mail, postage prepaid; (c) upon receipt of
package delivered by overnight courier; or (d) when sent by certified or
registered mail, postage prepaid properly addressed.
15. WAIVERS. A waiver of any provision of this Agreement shall be
enforceable only if the waiver is in writing signed by the party against whom
the waiver is sought to be enforced. A failure by a party at any time to
exercise any rights hereunder shall not constitute a waiver of such rights at
another time.
16. NATURE OF RELATIONSHIP. The parties expressly acknowledge and
agree that SRP is acting as an independent contractor and not as a employee of,
or partner or joint venturer with, Logan's. Each party is responsible for all
taxes relating to its operation, including payroll taxes for its employees.
17. AMENDMENTS AND ASSIGNMENTS. This Agreement may not be modified or
assigned except in writing signed by SRP and Logan's.
18. GOVERNING LAW. This Agreement shall be constructed under and
governed by the laws of the State of Tennessee.
19. SEVERABILITY. In the event that any provision of this Agreement is
for any reason found and declared to be invalid, illegal or unenforceable, then
such provision shall be deemed amended only to the extent necessary to eliminate
such invalidity, illegality or unenforceability. In any such event, the validity
of the remaining portions or provisions of this Agreement shall not be affected.
20. BENEFITS. This Agreement shall inure to the benefit of and be
binding upon the parties and their respective heirs, executors, administrators,
successors and permitted assigns.
21. CAPTIONS. Sections, titles or captions contained in this Agreement
are inserted as a matter of convenience and for reference and in no way define,
limit,
6
<PAGE> 7
extend or describe the scope of this Agreement or the intent of any provision
thereof.
22. COUNTERPARTS. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original, but all of which taken
together shall constitute but one in the same instrument.
23. ENTIRE AGREEMENT. This Agreement contains the entire understanding
between the parties with respect to the subject matter hereof and supersedes all
prior written or oral agreements between them with respect to the subject to the
subject matter hereof.
IN WITNESS WHEREOF, the parties have executed this Agreement.
Logan's Roadhouse, Inc.
By: /s/ Edwin W. Moats, Jr.
-------------------------------
Name: Edwin W. Moats, Jr.
-------------------------------
Title: President and CEO
-------------------------------
Southern Racing Promotions, Inc.
By: /s/ Gary T. Baker
-------------------------------
Name: Gary T. Baker
-------------------------------
Title: President
-------------------------------
7
<PAGE> 1
Exhibit 21
Logan's Roadhouse, Inc. of West Virgina
<PAGE> 1
EXHIBIT 23
ACCOUNTANTS' CONSENT
The Board of Directors
Logan's Roadhouse, Inc.:
We consent to incorporation by reference in the registration statement (No.
333-48015 on Form S-8) of Logan's Roadhouse, Inc. of our report dated January
30, 1998, relating to the balance sheets of Logan's Roadhouse, Inc. as of
December 28, 1997 and December 29, 1996, and the related statements of
earnings, partners' and shareholders' equity, and cash flows for each of the
years in the three-year period ended December 28, 1997, which report appears in
the December 28, 1997 annual report on Form 10-K of Logan's Roadhouse, Inc.
/s/ KPMG Peat Marwick LLP
KPMG PEAT MARWICK LLP
Nashville, Tennessee
March 26, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF LOGAN'S ROADHOUSE, INC. FOR THE FISCAL YEAR ENDED
DECEMBER 29, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS INCLUDED IN LOGAN'S ROADHOUSE, INC'S. ANNUAL REPORT ON
FORM 10-KSB.
</LEGEND>
<RESTATED>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-29-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-29-1996
<CASH> 780,307
<SECURITIES> 9,060,733
<RECEIVABLES> 353,250
<ALLOWANCES> 0
<INVENTORY> 250,582
<CURRENT-ASSETS> 10,442,008
<PP&E> 35,553,402
<DEPRECIATION> 1,861,628
<TOTAL-ASSETS> 45,459,099
<CURRENT-LIABILITIES> 4,809,238
<BONDS> 0
0
0
<COMMON> 60,138
<OTHER-SE> 39,941,695
<TOTAL-LIABILITY-AND-EQUITY> 45,459,099
<SALES> 41,044,121
<TOTAL-REVENUES> 41,044,121
<CGS> 32,717,767
<TOTAL-COSTS> 32,717,767
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 69,606
<INCOME-PRETAX> 6,310,558
<INCOME-TAX> 2,161,997
<INCOME-CONTINUING> 4,148,561
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,148,561
<EPS-PRIMARY> 0.73
<EPS-DILUTED> 0.71
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF LOGAN'S ROADHOUSE, INC. FOR THE FISCAL YEAR ENDED
DECEMBER 28, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS INCLUDED IN LOGAN'S ROADHOUSE, INC'S. ANNUAL REPORT ON
FORM 10-K.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-28-1997
<PERIOD-START> DEC-30-1996
<PERIOD-END> DEC-28-1997
<CASH> 6,466,775
<SECURITIES> 17,900,052
<RECEIVABLES> 697,319
<ALLOWANCES> 0
<INVENTORY> 471,150
<CURRENT-ASSETS> 27,336,010
<PP&E> 54,849,218
<DEPRECIATION> 3,774,215
<TOTAL-ASSETS> 78,523,211
<CURRENT-LIABILITIES> 5,706,690
<BONDS> 0
0
0
<COMMON> 71,424
<OTHER-SE> 71,553,789
<TOTAL-LIABILITY-AND-EQUITY> 78,523,211
<SALES> 66,530,400
<TOTAL-REVENUES> 66,530,400
<CGS> 53,614,178
<TOTAL-COSTS> 53,614,178
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 10,153,268
<INCOME-TAX> 3,517,750
<INCOME-CONTINUING> 6,635,518
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6,635,518
<EPS-PRIMARY> 1.02
<EPS-DILUTED> 0.99
</TABLE>
