SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------------
FORM 8-K / A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Original Report (Date of earliest event reported): June 25, 1997
CLUCKCORP INTERNATIONAL, INC.
----------------------------------------------------
(Exact name of Registrant as specified in its charter)
Texas
--------------------------------------------
(State or Other Jurisdiction of Incorporation)
33-95796 76-0406417
---------------------- -----------------
(Commission File Number) (I.R.S. Employer
Identification No.)
1250 N.E. Loop 410, Suite 335, San Antonio, Texas 78209
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (210) 824-2496
Not applicable
-----------------------------------------------------------
(former name of former address, if changed since last report)
<PAGE>
INFORMATION INCLUDED IN REPORT ON FORM 8-K
CLUCKCORP INTERNATIONAL, INC.
Item 2. Acquisition or Disposition of Assets
On June 25, 1997 CluckCorp International, Inc., the "Company", completed
its agreement with Roasters Corp., a Florida corporation, whereby the Company
purchased certain assets of eight Kenny Rogers Roasters restaurants owned by
Roasters located in Florida, Indiana and North Carolina, referred to as the
("Acquired Restaurants"). The Acquired Restaurants have been converted into
Harvest Rotisserie restaurants. The purchase included a $1,050,000 cash payment
and the assumption of certain specified liabilities.
Effective concurrent with the acquisition, the Company sold the Acquired
Restaurants to three unaffiliated corporations which have entered into area
development agreements with the Company ("Area Developers"). The Area Developers
are operating the Acquired Restaurants as franchised Harvest Rotisserie
restaurants. The Company has also entered into a secured loan agreement with
each of the Area Developers under which the Company agreed to provide financing
to the Area Developers of up to $2,700,000 in the aggregate to fund the purchase
price, conversion costs and initial start-up expenses of the Acquired
Restaurants. In addition, the Company has also agreed to provide working capital
loans to the Area Developers up to $600,000 in the aggregate.
Item 7. Financial Statements and Exhibits
The following financial statements and pro forma financial information are
filed as part of this report:
Page
------------
Item (a) Audited financial statements of the
Acquired Restaurants as of and for
the years ended December 31, 1996 and 1995. F-1 to F-9
Item (b) Unaudited financial statements of the
Acquired Restaurants as of and for the
16 week period ended April 20, 1997. F-10 to F-13
Item (c) Pro forma condensed combined balance
sheet of CluckCorp International, Inc.
and the Acquired Restaurants as of
April 20, 1997 with Notes (unaudited). F-14 to F-16
Exhibits:
- --------
The following exhibits are filed as part of this Report:
Exhibit No. Title
10.36 Revised asset purchase agreement with Roasters
Corp. dated June 25, 1997
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CLUCKCORP INTERNATIONAL, INC.
(Registrant)
By: /s/ William J. Gallagher
--------------------------------------
William J. Gallagher
Chairman and Chief Executive Officer
Date: September 5, 1997
-----------------------
3
<PAGE>
ACQUIRED RESTAURANTS
REPORT ON AUDIT OF
COMBINED FINANCIAL STATEMENTS
OF THE RESTAURANTS ACQUIRED BY
CLUCKCORP INTERNATIONAL, INC. FROM
ROASTERS CORP. (REFERRED TO AS THE
"ACQUIRED RESTAURANTS")
<PAGE>
Table of Contents
- -----------------
Pages
-----------
Report of Independent Accountants F-1
Financial Statements:
Combined Statements of Net Assets F-2
Combined Statements of Operations
and Changes in Net Assets F-3
Combined Statements of Cash Flows F-4
Notes to Combined Financial Statements F-5 to F-9
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and
Shareholders of Roasters Corp.
We have audited the accompanying combined statements of net assets of the
Restaurants (referred to as the "Acquired Restaurants") acquired by Cluckcorp
International, Inc. from Roasters Corp. (the "Company") as of December 31, 1996
and 1995, and the combined statements of operations and changes in net assets,
and cash flows, for the respective periods as discussed in Note 1. 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 combined financial position of the Acquired
Restaurants as of December 31, 1996 and 1995, and the combined results of their
operations and their cash flows for the respective periods as discussed in Note
1, in conformity with generally accepted accounting principles.
As discussed in Note 2, the financial statements present only the Acquired
Restaurants of the Company and, as such, reflect an allocation of certain
corporate administrative costs incurred by the Company on behalf of the Acquired
Restaurants. Allocated costs, while deemed reasonable by the Company's
management, may not necessarily be indicative of costs that would have been
incurred by the Acquired Restaurants had they performed these functions or
received services as a stand-alone entity.
Coopers & Lybrand L.L.P.
Miami, Florida
September 2, 1997
F-1
<PAGE>
ACQUIRED RESTAURANTS
COMBINED STATEMENTS OF NET ASSETS
December 31, 1996 and 1995
ASSETS 1996 1995
---------- ----------
Current assets:
Cash $ 98,599 $ 64,417
Accounts receivable 30,587 7,935
Inventories 61,904 45,067
Pre-opening costs, net of
amortization of $0 and $117,537 0 222,975
Prepaid expenses 45,666 3,816
---------- ----------
Total current assets 236,756 344,210
Property and equipment, net 2,653,658 3,046,778
Other assets 7,104 4,694
---------- ----------
Total assets $2,897,518 $3,395,682
========== ==========
LIABILITIES AND NET ASSETS
Current liabilities:
Current portion of notes payable $ 12,789 $ 0
Other liabilities 82,053 10,638
---------- ----------
Total current liabilities 94,842 10,638
Notes payable, less current portion 1,334,210 807,358
---------- ----------
Total liabilities 1,429,052 817,996
Net assets 1,468,466 2,577,686
---------- ----------
Total liabilities and net assets $2,897,518 $3,395,682
========== ==========
The accompanying notes are an integral part of these financial statements.
F-2
<PAGE>
ACQUIRED RESTAURANTS
COMBINED STATEMENTS OF OPERATIONS AND
CHANGES IN NET ASSETS
for the years ended December 31, 1996 and 1995
1996 1995
----------- -----------
Revenues:
Restaurant sales $ 4,999,477 $ 2,118,658
----------- -----------
Total revenues 4,999,477 2,118,658
----------- -----------
Expenses:
Restaurant operating expenses 4,791,801 1,886,030
Depreciation and amortization 607,410 184,756
General and administrative expenses 340,000 240,000
Interest expense 116,689 20,636
Restaurant impairment charge 1,068,910 0
----------- -----------
Total expenses 6,924,810 2,331,422
----------- -----------
Net loss (1,925,333) (212,764)
Net contribution from the Company 816,113 2,790,450
Beginning net assets 2,577,686 0
----------- -----------
Ending net assets $ 1,468,466 $ 2,577,686
=========== ===========
The accompanying notes are an integral part of these financial statements.
F-3
<PAGE>
ACQUIRED RESTAURANTS
COMBINED STATEMENTS OF CASH FLOWS
for the years ended December 31, 1996 and 1995
1996 1995
----------- -----------
Cash flows form operating activities:
Net loss $(1,925,333) $ (212,764)
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation and amortization 607,410 184,756
Provision for impairment charge 1,068,910 0
Changes in assets and liabilities:
Increase in accounts receivable (22,652) (7,935)
Increase in inventories (16,837) (45,067)
Increase in pre-opening costs (4,219) (340,702)
Increase in prepaid expenses
and other assets (44,260) (8,510)
Increase in other current liabilities 71,415 10,638
----------- -----------
Net cash used in operating activities (265,566) (419,584)
----------- -----------
Cash flows from investing activities:
Payments for purchase of property and equipment (516,006) (2,299,937)
----------- -----------
Net cash used in investing activities (516,006) (2,299,937)
----------- -----------
Cash flows from financing activities:
Capital contribution 816,113 2,790,450
Proceeds from borrowings 4,948 0
Repayment of borrowings (5,307) (6,512)
----------- -----------
Net cash provided by financing activities 815,754 2,783,938
----------- -----------
Net increase in cash 34,182 64,417
Cash, beginning of year 64,417 0
----------- -----------
Cash, end of year $ 98,599 $ 64,417
=========== ===========
1996 Non-Cash Activities:
- -------------------------
The Company acquired $540,000 of property and equipment by incurring notes
payable.
1995 Non-Cash Activities:
- -------------------------
The Company acquired $813,870 of property and equipment by incurring notes
payable.
The accompanying notes are an integral part of these financial statements.
F-4
<PAGE>
ACQUIRED RESTAURANTS
NOTES TO COMBINED FINANCIAL STATEMENTS
1. Nature of Operations and Organization:
On June 25, 1997, Roasters Corp. (the "Company") entered into an asset
purchase agreement (the "Agreement") with Cluckcorp International, Inc.
("Cluckcorp"). Per the terms of the Agreement, Cluckcorp acquired certain
assets of eight wholly-owned Company restaurants (the "Acquired
Restaurants") and assumed certain liabilities, as defined in the Agreement.
The Acquired Restaurants are comprised of the following restaurants:
Location Date Opened
-------- -----------
Eagleview, Indianapolis, Indiana May 18, 1995
County Line Road, Indianapolis, Indiana June 12, 1995
East Washington, Indianapolis, Indiana November 1, 1995
Eastway, Charlotte, North Carolina June 15, 1995
East 7th Street, Charlotte, North Carolina December 20, 1995
Location Date Acquired
-------- -------------
Bradenton, Florida June 17, 1996
Sarasota, Florida June 17, 1996
Port Charlotte, Florida June 17, 1996
The accompanying combined financial statements of the Acquired Restaurants
reflect the operations of the individual restaurants from the date of
inception or from the date the Company acquired the respective restaurants
as shown above. The financial information does not include obligations for
purchases of daily restaurant expenses as such amounts are paid by the
Company. Accordingly, such amounts are not included as obligations but
instead have been presented as contributions in the net assets of the
Acquired Restaurants.
2. Summary of Significant Accounting Policies:
Management 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 dates of the
financial statements and the reported amounts of revenues and expenses
during the reporting periods. Actual results could differ from those
estimates.
Cash
----
Cash consists of change funds held at the restaurants.
Inventory
---------
Inventory, consisting primarily of food and other restaurant supplies, are
stated at the lower of cost (first-in, first-out method), or market value.
F-5
<PAGE>
ACQUIRED RESTAURANTS
NOTES TO COMBINED FINANCIAL STATEMENTS, CONTINUED
2. Summary of Significant Accounting Policies, Continued:
Property and Equipment
----------------------
Property and equipment, including leasehold improvements, are stated at
cost less accumulated depreciation. Depreciation is provided for on a
straight-line basis over the estimated useful lives of the respective
assets as follows: leasehold improvements - 10 years, equipment and other -
3 to 7 years. Included in leasehold improvements is one restaurant subject
to a sale leaseback treated as a financing transaction with a carrying
value as of December 31, 1996 and 1995 of $446,498 and $495,958,
respectively. Leasehold improvements are amortized on a straight-line basis
over the shorter of the estimated useful life of the asset or the average
lease term. Maintenance and repair costs are expensed as incurred.
Expenditures for significant renewals or betterments to property and
equipment are capitalized. Gains or losses on dispositions are reflected in
current operations.
In January 1996, the Company adopted Financial Accounting Standards Board
Statement No. 121, "Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to be Disposed of". This statement requires that
long-lived assets and certain identifiable intangible assets to be held or
used by the Company, be reviewed for impairment whenever events or changes
in circumstances indicate the carrying amount of such assets may not be
recoverable. Impairments determined under this statement are recognized as
losses in the current period. This statement was implemented during the
year ended December 31, 1996 and the impact of this statement on the
Acquired Restaurants resulted in an approximate $1,069,000 impairment
charge which is reflected in restaurant impairment charges. The impairment
charge was determined based on the value realized by the Company from the
sale of the Acquired Restaurants.
Pre-opening Costs
-----------------
Pre-opening costs, consisting primarily of crew and management training are
amortized on a straight-line basis over the twelve months following the
restaurant's opening date.
Income Taxes
------------
The operating results of the Acquired Restaurants were included in the
consolidated income tax return of Roasters Corp. The Acquired Restaurants
were not party to any formal tax sharing agreement and accordingly, no
provision or benefit for federal income tax purposes is reflected in the
accompanying Combined Statements of Operations and Changes in Net Assets.
In addition, no deferred income taxes have been reflected for temporary
differences in the recognition of revenues and expenses for tax and
financial reporting purposes.
F-6
<PAGE>
ACQUIRED BUSINESSES
NOTES TO COMBINED FINANCIAL STATEMENTS, CONTINUED
2. Summary of Significant Accounting Policies, Continued:
Administrative Expenses
-----------------------
Administrative expenses for the years ended December 31, 1996 and 1995,
were $340,000 and $240,000, respectively. These expenses have been recorded
in the Combined Statement of Operations and Changes in Net Assets and are
based on an allocation of certain corporate selling, general and
administrative expenses incurred by the Company, estimated to have been
associated with the Acquired Restaurants. Allocated costs, while deemed
reasonable by the Company's management, may not necessarily be indicative
of costs that would have been incurred by the Acquired Restaurants had they
performed these functions or received services as a stand-alone entity.
Contribution from the Company
-----------------------------
All net charges from the Company for general and administrative costs as
well as all payments for such net charges and transfers of cash for cash
management purposes are recorded through net assets.
3. Property and Equipment:
Property and equipment consist of the following at December 31, 1996 and
1995:
1996 1995
----------- -----------
Land $ 402,567 $ 402,567
Leasehold improvements 2,812,472 1,908,028
Equipment and other 954,774 803,212
----------- -----------
4,169,813 3,113,807
Less accumulated depreciation (1,516,155) (67,029)
----------- -----------
$ 2,653,658 $ 3,046,778
=========== ===========
Depreciation expense for the years ended December 31, 1996 and 1995 was
$380,216 and $67,029, respectively.
Amortization expense of pre-opening costs for the years ended December 31,
1996 and 1995 was $227,194 and $117,727, respectively.
F-7
<PAGE>
<TABLE>
<CAPTION>
ACQUIRED RESTAURANTS
NOTES TO COMBINED FINANCIAL STATEMENTS, CONTINUED
4. Notes Payable:
Long-term debt at December 31, 1996 and 1995, consists of the following:
1996 1995
----------- -----------
<S> <C> <C>
Note payable with interest and principal
payable in monthly installments, maturing
June 2000 with a balloon payment of
$155,000 with interest at 9%, collateralized
by building and equipment. $ 178,231 $ 0
Note payable with interest and principal
payable in monthly installments, maturing
June 2000 with a balloon payment of
$140,000 with interest at 9%, collateralized
by building and equipment. 160,408 0
Note payable with interest and principal
payable in monthly installments, maturing
June 2000 with a balloon payment of
$171,000 with interest at 9%, collateralized
by building and equipment. 196,054 0
Financing transaction with imputed interest
and principal payable in monthly installments
maturing September 2025 with interest at
approximately 12%, collateralized by
building and equipment. 812,306 807,358
----------- -----------
1,346,999 807,358
Less current portion. (12,789) 0
$ 1,334,210 $ 807,358
=========== ===========
Interest expense incurred and paid for the years ended December 31, 1996
and 1995 was $116,689 and $20,636, respectively.
Future principal maturities of long-term debt outstanding at December 31,
1996, are as follows:
Year ending
1997 $ 12,789
1998 13,823
1999 14,937
2000 466,449
2001 0
Thereafter 839,001
-----------
$ 1,346,999
============
F-8
</TABLE>
<PAGE>
ACQUIRED RESTAURANTS
NOTES TO COMBINED FINANCIAL STATEMENTS, CONTINUED
5. Leases:
The Company conducts its restaurant operations from facilities under land,
building and equipment leases, which have been classified as operating
leases. Equipment under leases are pledged as collateral to the lease. All
of the leases expire within the next 16 years and have various renewal
options. The rental payments for most facilities are based on a minimum
rental plus a percentage of the restaurants gross sales in excess of a
stipulated amount. The Company is generally obligated for facilities
operating costs including property taxes, insurance and maintenance.
Approximate future minimum payments under operating leases with
noncancellable initial terms of one year or more as of December 31, 1996,
for the next five years and in the aggregate are as follows:
Year ending
1997 $ 321,000
1998 328,000
1999 352,000
2000 387,000
2001 402,000
Thereafter 2,452,000
-----------
Total minimum payments $ 4,242,000
===========
Included in the Combined Statements of Operations and Changes in Net Assets
for the years ended December 31, 1996 and 1995, was approximately $561,000
and $104,000, respectively, for lease expenses under the above described
operating leases recorded as restaurant operating expenses.
F-9
<PAGE>
ACQUIRED RESTAURANTS
COMBINED STATEMENT OF NET ASSETS (Unaudited)
April 20, 1997
ASSETS
Current assets:
Cash $ 49,338
Accounts Receivable 15,301
Inventories 66,616
Prepaid expenses 52,622
----------
Total current assets 183,877
Property and equipment, net 2,513,793
Other assets 2,410
----------
Total assets $2,700,080
==========
LIABILITIES AND NET ASSETS
Current liabilities:
Current portion of notes payable $ 19,237
Other liabilities 85,666
----------
Total current liabilities 104,903
Notes payable, less current portion 1,318,308
----------
Total liabilities 1,423,211
Net assets 1,276,869
----------
Total liabilities and net assets $2,700,080
==========
See notes to combined financial statements (unaudited).
F-10
<PAGE>
ACQUIRED RESTAURANTS
COMBINED STATEMENT OF OPERATIONS AND
CHANGES IN NET ASSETS (Unaudited)
For the Sixteen Week Period Ended April 20, 1997
Revenues:
Restaurant sales $ 1,879,398
Costs and expenses:
Restaurant operating expenses 1,969,754
Depreciation and amortization 139,865
General and administrative expense 85,000
Interest expense 39,871
-----------
Total costs and expenses 2,234,490
-----------
Net loss (355,092)
Net contribution from the Company 163,495
Beginning net assets 1,468,466
-----------
Ending net assets $ 1,276,869
===========
See notes to combined financial statements (unaudited).
F-11
<PAGE>
ACQUIRED RESTAURANTS
COMBINED STATEMENT OF CASH FLOWS (Unaudited)
For the Sixteen Week Period Ended April 20, 1997
Cash flows from operating activities:
Net loss $(355,092)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 139,865
Changes in assets and liabilities:
Decrease in accounts receivable 15,286
Increase in inventories (4,712)
Increase in prepaid expenses and other assets (2,262)
Increase in other current liabilities 3,613
---------
Net cash used in operating activities (203,302)
Cash flows from investing activities:
Net cash used in investing activities -
Cash flows from financing activities:
Capital contribution 163,495
Repayments of borrowings (9,454)
---------
Net cash from financing activities 154,041
---------
Net decrease in cash (49,261)
Cash at beginning of year 98,599
---------
Cash at end of year $ 49,338
=========
See notes to combined financial statements (unaudited).
F-12
<PAGE>
ACQUIRED RESTAURANTS
NOTES TO COMBINED FINANCIAL STATEMENTS (Unaudited)
1. Nature of Operations and Organization
On June 25, 1997, Roasters Corp (the "Company") entered into an asset
purchase agreement (the "Agreement") with CluckCorp International, Inc.
("CluckCorp"). Per the terms of the Agreement, CluckCorp acquired certain assets
of eight wholly-owned Company restaurants (the "Acquired Restaurants") and
assumed certain liabilities, as defined in the Agreement. The accompanying
combined financial statements of the Acquired Restaurants reflect the operations
of the individual restaurants for the period presented. The financial
information does not include obligations for purchases of daily restaurant
expenses as such amounts are paid by the Company. Accordingly, such amounts are
not included as obligations but instead have been presented as contributions in
the net assets of the Acquired Restaurants.
2. Basis of Presentation
The accompanying combined financial statements have been prepared by the
Company and are unaudited. The combined financial statements have been prepared
pursuant to certain rules and regulations of the Securities and Exchange
Commission concerning interim financial reporting, and therefore, do not include
all information and footnotes required by generally accepted accounting
principles. The information furnished herein reflects all adjustments
(consisting of normal recurring adjustments) which are, in the opinion of
management, necessary to fairly state the operating results for the period
presented. For further information, refer to the audited Financial Statements of
the Acquired Restaurants for the years ended December 31, 1996 and 1995. The
results of operations for the sixteen weeks ended April 20, 1997 are not
necessarily indicative of the results expected for a full year.
F-13
<PAGE>
Pro Forma Condensed Combined Balance Sheet (Unaudited)
The pro forma condensed combined balance sheet as of April 20, 1997 gives effect
to the purchase by CluckCorp International, Inc. (the "Company") of certain
assets of eight restaurants wholly-owned by Roasters Corp., (the "Acquired
Restaurants"). The purchase was completed on June 25, 1997 and included a cash
payment of $1,050,000 and the assumption of certain liabilities and lease
obligations. The Company funded the cash portion of the purchase utilizing
proceeds from the sale of its preferred stock which was completed on June 11,
1997.
Concurrent with the acquisition, the Company sold the Acquired Restaurants to
three unaffiliated corporations which have entered into area developer
agreements with the Company ("Area Developers"). The Area Developers have
remodeled the Acquired Restaurants and are operating them as franchised Harvest
Rotisserie restaurants. As a result, the Company's future source of income from
the Acquired Restaurants is not similar to the historical presentation of
Acquired Restaurant's operations, and therefore a pro forma combined statement
of operations is not relevant and has not been presented.
The pro forma condensed combined balance sheet is based on historical
information after giving effect to the acquisition using the purchase method of
accounting and applying the adjustments as described in the accompanying notes.
The pro forma condensed combined balance sheet may not be indicative of the
financial position that would have been obtained if the acquisition had been
effective on the date indicated or which may be obtained in the future. The pro
forma condensed combined balance sheet should be read in conjunction with the
audited financial statements of both CluckCorp International, Inc. and the
Acquired Restaurants.
F-14
<PAGE>
<TABLE>
<CAPTION>
CluckCorp International, Inc. and the Acquired Restaurants
Pro Forma Condensed Combined Balance Sheet (Unaudited)
April 20, 1997
Pro Forma Adjustments
-----------------------------------------------------
Preferred Assets Sale
CluckCorp Acquired Stock Not Purchase Of Pro Forma
International Resturants Offering Aquired Adjustment Restaurants Combined
---------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
(a) (b) ( c) (d)
Assets
Current assets:
Cash $ 717,186 $ 49,338 $ 4,374,806 $ (49,338) $(1,121,405) $ - $ 3,970,587
Accounts Receivable - 15,301 (15,301) -
Inventories 23,783 66,616 (66,616) 23,783
Prepaid expenses 39,646 52,622 (52,622) 39,646
----------- ---------- ----------
Total current assets 780,615 183,877 4,034,016
Property and
equipment, net 1,732,381 2,513,793 (1,392,388) (1,121,405) 1,732,381
Notes receivable - - 1,121,405 1,121,405
Other assets 666,548 2,410 (2,410) 666,548
---------- ---------- ---------- ---------- ---------- ---------- ----------
$ 3,179,544 $ 2,700,080 $ 4,374,806 $ (186,287) $(2,513,793) $ - $ 7,554,350
========== ========== ========== ========== ========== ========== ==========
Liabilities and
Stockholders' Equity
Current liabilities:
Accounts payable, trade $ 337,627 $ - $ - $ - $ - $ - $ 337,627
Other liabilities 226,634 85,666 (85,666) 226,634
Current notes payable 211,004 19,237 (19,237) 211,004
---------- ---------- ----------
Total current liabilities 775,265 104,903 775,265
Notes payable 49,860 1,318,308 (1,318,308) 49,860
Net Assets - 1,276,870 (100,621) (2,513,793) 1,337,544 -
Stockholders' Equity
Preferred stock - par - - 515,000 515,000
Common stock - par 23,660 - 23,660
Additional capital 6,705,113 - 3,859,806 10,564,919
Accumulated deficit (4,374,354) - (4,374,354)
---------- ---------- ----------
Total stockholders equity 2,354,419 - 6,729,225
---------- ---------- ---------- ---------- ---------- ---------- ----------
$ 3,179,544 $ 2,700,080 $ 4,374,806 $ (186,287) $(2,513,793) $ - $ 7,554,350
========== ========== ========== ========== ========== ========== ==========
See notes to pro forma condensed combined balance sheet (unaudited)
F-15
</TABLE>
<PAGE>
CluckCorp International, Inc. and the Acquired Restaurants
Notes to Pro Forma Condensed Combined Balance Sheet (Unaudited)
Adjustments made to the historical combined activities are as follows:
(a) To reflect the sale of 515,000 shares of 12% convertible preferred stock
and 1,565,000 preferred stock purchase warrants in a public offering
completed June 11, 1997. Net proceeds from the offering were $4,374,806.
(b) To remove certain assets and liabilities not included in the purchase of
the Acquired Restaurants.
(c) To reflect the purchase price paid for the Acquired Restaurants. The
purchase price included a cash payment of $1,050,000 and the assumption of
certain liabilities and lease obligations. The acquisition was accounted
for as a purchase, and accordingly, the purchase price, including related
acquisition expenses of $71,405 was allocated to identifiable assets based
on estimated fair market value, with no excess of purchase price over the
net assets acquired.
(d) Concurrent with the acquisition, the Company sold the Acquired Restaurants
to three Area Developers in exchange for a promissory note and the
assumption of the liabilities and lease obligations. The Company realized
no gain or loss on the sale of the Acquired Restaurants to the Area
Developers.
F-16
ASSET PURCHASE AGREEMENT
This Asset Purchase Agreement ("Agreement") is entered into as of the 25th
day of June, 1997 ("Effective Date"), between ROASTERS CORP., a Florida
corporation, ("Seller"), whose address is 899 West Cypress Creek Rd., Suite 500,
Ft. Lauderdale, Fla. 33309 and CLUCKCORP INTERNATIONAL, INC., or its assigns
("Buyer"), a Texas corporation, whose address is 1250 N.E. Loop 410, Suite 335,
San Antonio, TX 78209.
WHEREAS, Buyer and Seller entered into an Asset Purchase Agreement
effective February 3, 1997 for the purchase and sale of certain assets located
in nine locations in Florida, Indiana and North Carolina and the assumption of
certain specified liabilities, such Asset Purchase Agreement being incorporated
herein for all purposes ("Original Contract"); and
WHEREAS, due to a landlord's refusal to consent to the assignment of a real
estate lease, one of the locations became impossible to transfer; and
WHEREAS, the parties desire to revise the transaction contemplated by the
Original Contract and enter into a new agreement to reflect the transfer of only
eight locations and certain other revised terms agreed to by the parties;
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Buyer and Seller agree as follows:
1. Sale of Assets. Seller agrees to sell, and Buyer agrees to buy, upon the
terms and conditions and for the consideration herein stated, the following
properties and assets of Seller ("Assets"):
(a) The leasehold estates, and all rights of the tenant, existing under
and by virtue of the Lease Agreements described on Exhibit "A"
(individually, a "Lease" and collectively, the "Leases") by and
between various entities, as Landlord, and Seller, as Tenant, covering
the leasehold premises described therein (the "Leased Premises") in
Bradenton, Florida, Sarasota, Florida, Port Charlotte, Florida,
Indianapolis, Indiana and Charlotte, North Carolina; and
(b) All right, title and interest of Seller in and to the leasehold
improvements (in their present condition) located on the Leased
Premises or existing in connection with the Leases; and
(c) All restaurant equipment, telephone number for each location (if
transferable), point-of-sale systems (i.e. cash registers and the
like), machinery, furnishings, fixtures, and non-food inventories
(including without limitation, all pots, pans, utensils, flatware,
dishes, glassware, tablecloths and napkins) located on the Lease and
the Leased Premises (the "Equipment") substantially in the condition
in which they exist on the date hereof, Seller's sign frames, sign
structures and poles (but not sign panels).
Assets shall not include trade names, trademarks, Kenny Rogers Restaurant
menus, table advertising placards, insignias, photos and similar point of
purchase advertising materials bearing Kenny Rogers Restaurant logos, or
8 SITE PURCHASE AGREEMENT PAGE 1
<PAGE>
franchise rights of Seller or its subsidiaries, their business records, business
and occupational licenses (other than certificates of occupancy for the
particular lease locations being assigned) and the right to use any of the
foregoing.
2. Consideration. As consideration for the Assets, Buyer agrees to pay
Seller the following:
(a) Assumption of the promissory notes listed on Exhibit "B"("Pappell
Notes"); and
(b) Assumption of the equipment leases listed on Exhibit "C" ("Equipment
Leases")(the Pappell Notes and the Equipment Leases shall collectively be
referred to herein as the "Assumed "Liabilities"); and
(c) One Million Fifty Thousand and No/100 Dollars ($1,050,000.00) in
immediately available funds (the "Cash Portion")
(d) Buyer's Promissory Note (the "Roasters Note") payable to Seller in the
amount of One Hundred Twenty-Seven Thousand Three Hundred Twenty-Six and 62/100
Dollars ($127,326.62), such Note bearing interest at eight percent (8%) per
annum, such Note being payable in equal monthly installments of principal and
interest amortized over five (5) years) and secured by the unencumbered
furniture, fixtures and equipment located in the Leased Premises at Port
Charlotte, Florida on the date of Closing.
Notwithstanding anything to the contrary set forth above, Buyer shall not
assume any liability or contingent liability of Seller other than the promissory
notes listed on Exhibit "B" and the leases listed on Exhibit "C". All other
liabilities are expressly not assumed by Buyer and are referred to herein as
Seller's "Retained Liabilities", whether such liabilities relate to the Leased
Premises or not.
3. Earnest Money. Pursuant to the terms of the Original Contract, Buyer has
previously delivered to Chicago Title Company c/o Carol Perry, National
Accounts, 14607 San Pedro, Suite 175, San Antonio, Texas 78232 ("Escrow Agent")
the sum of $75,000.00 as earnest money to bind this sale (the "Earnest Money").
Upon Closing, the Earnest Money shall be applied to the Purchase Price.
4. Closing. The sale and purchase of the Assets (the "Closing") shall be
consummated at the offices of Chicago Title Company (the "Title Company"), 14607
San Pedro, Suite 100, San Antonio, Texas 78232, on June 20, 1997 or such other
date as may be agreed upon by the parties (the "Closing Date").
5. Conditions for Closing. Buyer's obligation to close shall be contingent
on Seller's delivery of the following executed instruments on or before the
Closing Date:
(a) Delivery of a Consent to Assignment from each of the landlords under
the Leases in a form acceptable to both of the parties; and
(b) Delivery of a Lease Memorandum referencing the assignment to Buyer from
each of the landlords under the Leases in a form acceptable to both of the
parties; and
8 SITE PURCHASE AGREEMENT PAGE 2
<PAGE>
(c) Delivery of a Non-Disturbance Agreement from any mortgagee of a Leased
Premise with a lien superior to the relevant Lease in a form acceptable to both
of the parties; and
(d) Delivery of a Consent to Assignment and any other required transfer
documents from each of the lessors under the Equipment Leases in a form
acceptable to both of the parties; and
(e) Delivery of a Consent to Assignment from the holders of the Pappell
Notes in a form acceptable to both of the parties; and
(f) Delivery of an agreement with Citicorp Leasing, Inc. whereby the cross
default provision in the security agreement securing the promissory note to K.R.
Memphis-Florida Associates, Ltd. which is to be assigned to Buyer is deleted for
all purposes; and
(g) Delivery of all necessary documents to the Escrow Agent for the
acceptable issuance of title policies to Buyer on all of the Leased Premises;
and
(h) Delivery of an Assumption Agreement(s) and Bill(s) of Sale for the
conveyance of the Assets in forms acceptable to both of the parties; and
(i) Delivery of the Roasters Note in a form acceptable to both of the
parties for execution by Buyer and UCC statements for Seller's benefit in
recordable form; and
(j) Delivery of a Escrow Fund Agreement in a form acceptable to both of the
parties and the Escrow Agent; and
(k) Delivery of a closing statement in a form acceptable to both parties
which reflects not only the Cash Portion, Roasters Note and the current balances
on all the Assumed Liabilities, but also the proration of taxes, utilities and
rents and charges of every kind as required under this Agreement; and
(l) At Closing, Seller at its expense, shall execute and deliver to Buyer
such other instruments as Buyer may reasonably request in order to vest Buyer
with title to the Assets, including:
(i) To the extent available, original copies of all necessary permits
issued by appropriate governmental authorities and utility companies when
the Assets were completed, including, but not limited to, certificate(s) of
occupancy;
(ii) To the extent available, all plans, specifications, mechanical,
electrical and plumbing layouts, equipment operating manuals, leasing
information and similar items in the possession of Seller and utilized in
connection with the operation of the Assets;
(iii) Seller shall deliver possession of all of the Assets in their
then "as is" condition to Buyer including, but not limited to, all keys to
all locks and all access codes to all electronic security systems on the
Assets in the possession of Seller and copies of any documents in the
possession of the Seller which are reasonably necessary for the continued
operation of the Assets. It is agreed that the building sign frames,
foundations, pylons and structural components of Seller's free-standing
sign structures are not to be removed by Seller and are to remain as part
of the Assets.
8 SITE PURCHASE AGREEMENT PAGE 3
<PAGE>
(m) Delivery of letters from Seller to the various telephone companies
authorizing the transfer of the telephone numbers at each of the Leased Premises
in a form acceptable to both parties and the respective telephone companies; and
(n) The representations and warranties of Seller in Article V of the
Original Contract shall be deemed to be made again as of the time of the Closing
and shall then be true in all material respects; and Seller at the Closing shall
deliver to Buyer a currently-dated certificate to such effect signed by the
President or a Vice President of Seller. The representations and warranties of
Buyer in Article VI of the Original Contract shall be deemed to be made again as
of the time of the Closing and shall then be true in all material respects; and
Buyer at the Closing shall deliver to Seller a currently-dated certificate to
such effect signed by the President or a Vice President of Buyer.
It is expressly acknowledged and agreed that the representations,
warranties and covenants of Seller and Buyer in this Agreement and the Original
Contract, except as such covenants may be fully performed at or prior to the
time of the Closing, shall survive the Closing and shall be fully enforceable at
law or in equity against the party making such representation and warranty and
its successors and assigns.
(o) In addition to the Seller's certificate described in subsection 5(n)
above, Seller shall also deliver to Buyer an affidavit certifying that as of the
date of Closing, all employees have been paid in full, all accrued and due and
owing sales taxes and vendor's have been paid in full or will be paid within
thirty (30) days of receipt of an invoice or maturity of the obligation to pay
such debt.
(p) Seller and Buyer agree to cooperate in making arrangements to assure
that utility services to the Leased Premises are not interrupted as a result of
the change of ownership. It is agreed that utility meters shall be read on the
Closing Date, and all utility charges shall be prorated as of the Closing Date.
Seller shall be responsible for and shall pay for all utilities used or consumed
on the Leased Premises prior to the Closing Date. Seller shall be entitled to
receive all refundable utility deposits made by Seller. Buyer shall be
responsible for and shall pay for all utilities used or consumed on the Leased
Premises on and after the Closing Date.
6. Closing Costs and Expenses.
--------------------------
(a) At or prior to Closing, Seller shall pay the cost of recording any
curative instruments and releases, and any other costs which Seller is expressly
obligated to pay hereunder. Seller shall pay any and all fees charged by a
landlord or equipment lessor for a transfer or assignment consent.
(b) At Closing, Buyer shall pay the escrow fee, if any, the cost of
recording all closing instruments other than curative instruments and releases,
the cost of any title insurance policies, the cost of the UCC search ordered by
Buyer, and any other costs which Buyer is expressly obligated to pay hereunder.
(c) All rents and charges of every kind payable by the tenant under the
provisions of the Leases which are not yet due and payable as of the Closing
Date will be prorated between Seller and Buyer as of such date. Such prorations
will reflect appropriate credits to Seller with respect to any such rents or
8 SITE PURCHASE AGREEMENT PAGE 4
<PAGE>
charges prepaid by Seller. On the Closing Date, prorations will be based on best
estimates and, as soon as the final accounting of such prorations can be made
(on the basis of actual and not estimated charges), Buyer and Seller will
determine the net effect of the prorations, and the party obligated to make
payment to the other as a result thereof will promptly do so upon demand. Seller
agrees to report to the various landlords all sales on the Leased Premises for
all periods up to the Closing Date and to make available to Buyer such sales
figures for the current lease year.
(d) Any security deposits held by Landlords under the Leases are not
included in the Purchase Price. At Closing, Buyer shall give Seller a credit on
the closing statement for the amount of any such security deposits related to
the Leases as additional consideration but not the security deposits related to
the Equipment Leases. Seller shall assign to Buyer its interest in any and all
security deposits.
(e) Each party shall pay its own attorneys' fees.
(f) At or prior to Closing, Seller shall pay all ad valorem real estate
taxes on the Assets for the year 1996 and prior years. Such real estate taxes
for the year of Closing shall be prorated at Closing, based upon the number of
days in the year of Closing elapsing before and after the Closing.
(g) All sales, transfer or use taxes and/or other fees, including bulk
sales taxes which may be imposed or assessed as the result of the transaction
effected by this Agreement, except those taxes imposed upon the income of
Seller, if any, shall be paid equally by the Buyer and the Seller as soon after
the Closing as may be required by taxing authorities pursuant to Federal, state
or local laws.
7. Post Closing Activities.
-----------------------
(a) Seller agrees that it will have prepared and submitted to Buyer within
forty-five (45) days after the Closing Date, audited financial statements for
each of the Leased Premises by the accounting firm of Coopers & Lybrand
("Accountants") pursuant to an engagement letter executed by the Closing Date
and approved by Buyer, such audited financial statements to be in a form
acceptable to Buyer and sufficient for Buyer to meet its submittal obligations
to third parties. Seller agrees to make all records necessary for the completion
of such audited financial statements available to the Accountants and Buyer as
reasonable for completion of statements within the 45 day period.
(b) In the event any item listed in section 5 above is not completed and
delivered to Buyer on or prior to the Closing Date, Buyer may agree to proceed
with Closing based upon Seller's commitment and representation herein that it
will diligently pursue to completion and delivery of any and all such items as
soon as reasonably possible.
(c) Seller and Buyer acknowledge and agree that the proration of ad valorem
real property taxes has been an estimate based on last year's taxes and that the
actual tax liability for Buyer for 1997 may be changed by the various taxing
authorities. It is agreed that if the actual amount of taxes due and payable for
1997 changes as a result of a change in tax value or tax rates, the parties
shall make the necessary adjustments to such proration and payment shall be made
between the parties due to the adjusted proration. Additionally, Seller and
8 SITE PURCHASE AGREEMENT PAGE 5
<PAGE>
Buyer acknowledge and agree that the 1997 taxes for the personal property
located in the Leased Premises is not known on the Closing Date and is not being
prorated at Closing. However, Seller acknowledges and agrees that Seller is
obligated to pay to Buyer within 20 days of receipt of notice from Buyer of the
assessed 1997 personal property taxes of the prorated amount of such taxes
levied on the personal property transferred to Buyer from Seller.
(e) It is expressly agreed and understood that the obligations of the
parties in this Section 7 shall survive closing and are binding obligations of
the parties fully enforceable at law or in equity against the party with the
obligation and its successors and assigns.
8. Indemnities.
-----------
(a) Seller agrees to indemnify Buyer and to hold Buyer harmless from any
loss, cost, expense, including attorney fees, or liability arising out of or in
connection with (i) the breach or falsity of any representation or warranty of
Seller in this Agreement, (ii) the use, occupancy, possession or operation of
the Assets as currently used at any time prior to the Closing Date and the
take-over date, (iii) the bankruptcy, insolvency or receivership proceedings
which Seller files or is filed against Seller, (iv) a breach of Seller's all
bills paid affidavit including a claim for unpaid employee wages or benefits
accrued prior to the Closing Date or a claim for unpaid sales tax or vendor
bills, (v) a claim for payment of fees for the completion of the audit described
in subsection 7(a) of this Agreement, (vi) an indemnifiable claim arising out of
any indemnities set out elsewhere in the Agreement, or (vii) the Retained
Liabilities. Buyer agrees to indemnify Seller and to hold Seller harmless from
any loss, cost, expense or liability arising out of or in connection with (i)
the breach or falsity of any representation or warranty of Buyer in this Asset
Purchase Agreement, (ii) the use, occupancy, possession or operation of the
Assets at any time after the take-over date, or (iii) a failure by Buyer to pay
the Assumed Liabilities. The provisions of this Section shall survive the
Closing.
(b) If any action, suit or proceedings shall be commenced against, or any
claim or demand be asserted against a party with respect of which the other
party proposes to demand indemnification, the recipient of such a demand for
indemnification (the "Indemnifying Party") shall, within thirty (30) days after
receipt of demand for indemnification have the right to assume the entire
control of the defense, compromise or settlement thereof, including the right of
the selection of counsel, subject to the right of the other party (the
"Notifying Party") to participate and, to the extent the Notifying Party shall
wish, to direct the defense at its expense and with counsel of its choice. In
connection therewith, the Notifying Party shall cooperate fully in all respects
with the Indemnifying Party in any such defense, compromise or settlement,
including, without limitation, making available to the Indemnifying Party all
pertinent information under the control of Notifying Party. The Indemnifying
Party will not compromise or settle any such action, suit, proceeding, claim or
demand without the prior written consent of Notifying Party.
(c) In order to secure Seller's indemnity obligations to Buyer described in
this Agreement, Buyer shall give to Escrow Agent out of the Cash Portion on the
Closing Date the amount of Seventy Five Thousand Dollars ($75,000.00)
("Indemnity Fund") to hold for Buyer's sole benefit pursuant to the Escrow
Agreement. If Seller fails to pay any of its indemnity obligations under section
8(a) above, Buyer shall send Seller notice of such breach or failure. If Seller
has not paid Buyer for such breach or failure within thirty (30) days from the
date of Buyer's notice to Seller, Buyer shall notify Escrow Agent of the
expiration of such 30 day notice period without payment and Escrow Agent shall
8 SITE PURCHASE AGREEMENT PAGE 6
<PAGE>
have the right and obligation to release to Buyer and Buyer shall have the right
to withdraw from the Indemnity Fund, all such amounts due and owing, upon Escrow
Agent's receipt of Buyer's affidavit of rightful claim for the funds. After the
expiration of one (1) year from Closing Date, title to any amounts in excess of
pending claims by Buyer against the Indemnity Fund plus accrued interest on such
funds shall be transferred and released to Seller. Buyer and Seller agree to
execute an Escrow Fund Agreement with the Escrow Agent in form reasonably
requested by the Escrow Agent and agreeable to the parties, containing usual and
customary indemnities. It is agreed and understood that such $75,000.00 is not
due and payable to Seller until one (1) year from the Closing Date when such
amount, less any and all of Buyer's draws per the terms of the Escrow Agreement,
plus accrued interest on such funds will become due and payable to Seller.
(d) The Buyer agrees to waive any formal requirements, if any, of the Bulk
Transfer Law of the state in which the Leased Premises or Assets may be located.
Seller agrees to hold Buyer harmless and indemnify Buyer against any claims
asserted against Buyer due to the operation of the Roasters Restaurant on the
Property prior to Closing, or arising under the Bulk Transfer Law of the state
in which the Leased Premises or Assets may be located.
9. The parties hereby adopt and incorporate into this Agreement the
following provisions from the Original Contract: Section 3.03, Section 4.04,
Article V, Article VI, and Article X except for section 10.08.
10. Seller represents that it has examined and reviewed this transaction in
its entirety and states that this Agreement and the Original Contract each have
been fully, fairly and independently negotiated at arms length between Seller
and Buyer and that Seller, after an independent inquiry, knows of no facts,
circumstances or legal infirmity or impediment that would prevent Seller's
consummation of the Agreement or the Original Contract or the sales and
transfers of the Assets contemplated thereby.
11. To facilitate execution, this Agreement may be executed in one or more
counterparts as may be convenient or required. All counterparts shall
collectively constitute a single instrument. Further, each counterpart may be
executed an sent via telecopy to the other party and such telecopy signature
shall be valid and binding against the party signing and telecopying such
signature.
ROASTERS CORP.
Date: ______________ By:________________________________
Name:___________________________
Title:__________________________
CLUCKCORP INTERNATIONAL, INC.
Date: ______________ By:________________________________
Name:___________________________
Title:__________________________
Exhibit "A": Leases
Exhibit "B": Promissory Notes
Exhibit "C": Equipment Leases
34\c0163\009\8 store agreement.7h
8 SITE PURCHASE AGREEMENT PAGE 7
<PAGE>
EXHIBIT "A"
-----------
LEASES
------
(1) Bradenton, Florida: Lease dated April 1, 1993 between predecessor
landlord of Bay- Gard, Ltd, current landlord, and K. R. Chicken, such Lease
having been assigned to Seller in June 1996; and
(2) Sarasota, Florida: Lease dated June 17, 1996 between KR Chicken
Management Corp, as landlord, and Seller, as tenant; and
(3) Port Charlotte, Florida: Lease dated January 7, 1994 between Sembler
Family Partnership #2, Ltd. and Murdock Retail Associates, Ltd., collectively as
landlord, and K. R. Chicken, Port Charlotte, Ltd., as tenant, such Lease having
been assigned to Seller in June 1996; and
(4) Eagleview Drive, Indianapolis, Indiana: Lease dated September 12, 1995
between CNL Net Lease Investors, L.P., as landlord, and Seller, as tenant; and
(5) Washington St., Indianapolis, Indiana: Lease dated October 12, 1994
between R. Don Throgmartin, as landlord, and Seller, as tenant; and
(6) County Line Rd., Indianapolis, Indiana: Lease dated August 1, 1994
between Sandor Kovacs, d/b/a Kovacs Enterprises, as landlord, and Seller, as
tenant; and
(7) Eastway Dr., Charlotte, North Carolina: Lease dated August 2, 1994
between Eastway Square Limited Partnership, as landlord, and Seller, as tenant;
and
(8) 7th St., Charlotte, North Carolina: Lease dated May 20, 1994 between
Hardy Oil, Inc., as landlord, and Seller, as tenant.
8 SITE PURCHASE AGREEMENT PAGE 8
<PAGE>
EXHIBIT "B"
-----------
PROMISSORY NOTES
----------------
(1) Bradenton, Florida - K. R. Chicken Assoc. Ltd.: A promissory note dated
6/17/96 in the original principal amount of $162,000.00 with a maturity date of
6/30/2000 payable in monthly payments of $1,643.11. The note balance after the
June 1997 payment is $157,110.16. This note is secured by a Security Agreement
granting as security the leasehold interest, equipment, furniture, etc. located
at the Bradenton, Florida site and all proceeds therefrom. It is agreed and
understood that the principal balance will be reduced at Closing by $15,924.85
for an outstanding principal balance to be assumed by Buyer of $141,185.31.
(2) Sarasota, Florida - K. R. Sarasota Associates, Ltd.: A promissory note
dated 6/17/96 in the original principal amount of $198,000.00 with a maturity
date of 6/30/2000 payable in monthly payments of $2,008.25. The note balance
after the June 1997 payment is $192,023.48. This note is secured by a Security
Agreement granting as security the leasehold interest, equipment, furniture,
etc. located at the Sarasota, Florida site and all proceeds therefrom. It is
agreed and understood that the principal balance will be reduced at Closing by
$15,924.85 for an outstanding principal balance to be assumed by Buyer of
$176,098.63.
(3) Port Charlotte, Florida - K. R. Memphis-Florida Associates, Ltd.: A
promissory note dated 6/17/96 in the original principal amount of $180,000.00
with a maturity date of 6/30/2000 payable in monthly payments of $1,825.68. The
note balance after the June 1997 payment is $174,566.83. This note is secured by
a Security Agreement granting as security the leasehold interest, equipment,
furniture, etc. located at the Port Charlotte, Florida site and all proceeds
therefrom. It is agreed and understood that the principal balance will be
reduced at Closing by $25,000.00 for an outstanding principal balance to be
assumed by Buyer of $149,566.83.
8 SITE PURCHASE AGREEMENT PAGE 9
<PAGE>
EXHIBIT "C"
-----------
EQUIPMENT LEASES
----------------
I. BRADENTON, FLORIDA
A. Advanta Business Services, Inc.
B. Equipment Leasing Company
C. CapTec Financial Group, Inc.
II. SARASOTA, FLORIDA
A. Advanta Business Services, Inc.
B. Equipment Leasing Company
C. CapTec Financial Group, Inc.
D. Advanta Business Services, Inc.
E. Orix Credit Alliance, Inc.
III. PORT CHARLOTTE, FLORIDA
A. Advanta Business Services, Inc.
B. Equipment Leasing Company
C. Orix Credit Alliance, Inc.
IV. EAGLEVIEW DRIVE, INDIANAPOLIS, INDIANA
A. CapTec Financial Group, Inc.
V. Advanta Business Services, Inc. - Lease No. 023-013-1711-005
which has a balance owing of $6,157.00 and monthly payments
of $131.00 plus tax, if such lease is verified to be for
equipment located in one of the Leased Premises.
34\c0163\009\8 store agreement.7h
8 SITE PURCHASE AGREEMENT PAGE 10
