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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): January 26, 2001
PHOENIX RESTAURANT GROUP, INC.
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(Exact name of registrant as specified in its charter)
Georgia 1-13226 58-1861457
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(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation) Identification No.)
7373 North Scottsdale Road, Suite D-120, Scottsdale, AZ 85253
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (480) 483-7055
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Reference is made to the Current Report on Form 8-K filed by Phoenix
Restaurant Group, Inc. (the "Company") with the Securities and Exchange
Commission on February 12, 2001, announcing the completion on January 26,
2001 of the sale by the Company of 23 of its Denny's restaurants located in
Arizona, Idaho, Utah and Oregon to Mountain Range Restaurants, LLC ("Mountain
Range"), pursuant to that certain Asset Purchase Agreement, dated as of
January 5, 2001, by and among Mountain Range and the Company, as amended by
that certain First Amendment to Asset Purchase Agreement, dated as of January
26, 2001, by and among Mountain Range, the Company, and Phoenix Foods, Inc.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements. None.
(b) Pro Forma Financial Information. The following pro forma
financial information is filed herewith:
(1) Pro Forma Condensed Consolidated Balance Sheet
(Unaudited) as of December 27, 2000.
(2) Pro Forma Condensed Consolidated Income Statement
(Unaudited) for the fiscal year ended December 27, 2000.
(c) Exhibits. See Exhibit Index immediately following the
signature page hereto.
PRO FORMA FINANCIAL INFORMATION
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The following unaudited pro forma condensed balance sheet gives effect
to the sale by the Company of 23 of its Denny's restaurants to Mountain Range
as if it were consummated on December 27, 2000.
The following pro forma unaudited condensed statement of operations for
the fiscal year ended December 27, 2000 sets forth the results of operations
of the Company as if the sale by the Company of 23 of its Denny's restaurants
to Mountain Range had occurred as of January 1, 2000.
The unaudited pro forma condensed financial statements should be read in
conjunction with the Company's historical financial statements and Notes
thereto filed with the Company's Annual Report on Form 10-K, filed with the
Securities and Exchange Commission on April 11, 2001. These pro forma
condensed financial statements may not be indicative of the results of
operations that actually would have occurred if the sale by the Company of
its 23 Denny's restaurants had been consummated on the dates assumed above or
of the results of operations that may be achieved in the future.
PHOENIX RESTAURANT GROUP, INC. AND SUBSIDIARIES
(Formerly DenAmerica Corp.)
PRO FORMA CONDENSED BALANCE SHEET (UNAUDITED)
(Dollars in Thousands)
December 27, Pro Forma Pro Forma
2000 Adjustments Balances
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ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 2,681 $ 422 $ 3,103
Receivables 1,412 1,412
Inventories 1,059 1,059
Other current assets 1,134 1,134
Net assets held for sale 42,649 (19,513) 23,136
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Total current assets 48,935 (19,091) 29,844
PROPERTY AND EQUIPMENT - Net 18,859 18,859
INTANGIBLE ASSETS - Net 8,768 8,768
OTHER ASSETS 2,808 3,036 5,844
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TOTAL $ 79,370 ($16,055) $ 63,315
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LIABILITIES AND SHAREHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable $ 15,257 ($171) $ 15,086
Accrued compensation 5,324 5,324
Accrued taxes 4,302 (255) 4,047
Other current liabilities 28,544 (4,014) 24,530
Current debt obligations 79,040 (9,302) 69,738
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Total current liabilities 132,467 (13,742) 118,725
LONG-TERM DEBT OBLIGATIONS -
Less current portion 1,096 1,096
OTHER LONG-TERM LIABILITIES 6,929 6,929
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Total liabilities 140,492 (13,742) 126,750
SHAREHOLDERS' DEFICIT:
Preferred stock -- --
Common stock 1,349 1,349
Additional paid-in capital 34,982 34,982
Treasury stock, at cost (252) (252)
Accumulated deficit (97,201) (2,313) (99,514)
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Total shareholder's deficit (61,122) (2,313) (63,435)
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TOTAL $ 79,370 ($16,055) $ 63,315
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PHOENIX RESTAURANT GROUP, INC. AND SUBSIDIARIES
(Formerly DenAmerica Corp.)
PRO FORMA CONDENSED STATEMENT OF OPERATIONS (UNAUDITED)
(Dollars in Thousands)
December 27, Pro Forma Pro Forma
2000 Adjustments Balances
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RESTAURANT SALES
Black-eyed Pea $ 115,953 $ 0 $ 115,953
Denny's 102,194 28,138 74,056
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Total restaurant sales 218,147 28,138 190,009
RESTAURANT OPERATING EXPENSES:
Food and beverage costs 59,737 7,330 52,407
Payroll and payroll related costs 77,842 9,503 68,339
Other operating expenses 61,871 7,686 54,185
Depreciation and amortization 2,655 -- 2,655
Restructuring expenses 6,750 -- 6,750
Charge for impaired assets 2,181 -- 2,181
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Total restaurant operating expenses 211,036 24,519 186,517
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RESTAURANT OPERATING INCOME 7,111 3,619 3,492
ADMINISTRATIVE EXPENSES 13,674 535 13,139
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OPERATING LOSS (6,563) 3,084 (9,647)
INTEREST EXPENSE - Net 12,484 771 11,713
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INCOME (LOSS) BEFORE INCOME TAX (19,047) 2,313 (21,360)
INCOME TAX PROVISION 11,700 11,700
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NET INCOME (LOSS) ($30,747) $ 2,313 ($33,060)
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BASIC AND DILUTED INCOME (LOSS) PER SHARE:
Net Income (Loss) ($2.35) $ 0.18 ($2.53)
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BASIC AND DILUTED WEIGHTED AVERAGE
SHARES OUTSTANDING:
Basic 13,082,000 13,082,000 13,082,000
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Diluted 13,082,000 13,082,000 13,082,000
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PHOENIX RESTAURANT GROUP, INC.
Dated: April 13, 2001 By: /s/ Jeffrey M. Pate
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Jeffrey M. Pate
Chief Financial Officer,
Secretary and Senior Vice
President
EXHIBIT INDEX
Exhibit No. Description
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2.1 Asset Purchase Agreement, dated as of January
5, 2001, by and among Mountain Range
Restaurants, LLC and Phoenix Restaurant
Group, Inc.*
2.2 First Amendment to Asset Purchase Agreement,
dated as of January 26, 2001, by and among
Mountain Range Restaurants, LLC, Phoenix
Restaurant Group, Inc., and Phoenix Foods, Inc.*
99.1 Press Release, dated February 9, 2001*
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* Previously filed.