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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended July 13, 1997
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[ ] TRANSITION REPORT PURSUANT TO 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 as specified in its charter)
TENNESSEE 62-1602074 (State or other jurisdiction of incorporation or
organization) (IRS Employer Identification No.)
P.O. BOX 291047, NASHVILLE, TN 37229
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(Address of principal executive offices)
(615) 885-9056
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(Issuer's telephone number, including area code)
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed
since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes x No
------ ------
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:
Class Outstanding August 21, 1997
----- ---------------------------
Common stock, $.01 par value 7,128,755 shares
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PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
LOGAN'S ROADHOUSE, INC.
BALANCE SHEETS
(UNAUDITED)
July 13, 1997
Assets (Unaudited) Dec. 29, 1996
- ---------------------------------------------------- -------------- -------------
Current assets:
Cash and cash equivalents $ 170,805 780,307
Investments, at amortized cost 4,165,395 7,807,289
Receivables: trade and other 502,802 501,911
Inventories 427,659 250,582
Preopening costs 1,131,134 831,563
Prepaid expenses and other current assets 274,012 270,356
----------- -----------
Total current assets 6,671,807 10,442,008
Investments, at amortized cost -- 1,253,444
Property, plant and equipment, net 41,547,361 33,691,774
Other assets 99,398 71,873
----------- -----------
Total assets $48,318,566 45,459,099
=========== ===========
Liabilities and Shareholders' Equity
- ----------------------------------------------------
Current liabilities:
Accounts payable $ 1,204,317 2,656,152
Accrued payroll and related expenses 626,141 883,675
Deferred revenue 287,960 392,376
Income taxes payable 1,055,728 89,163
Accrued state and local taxes 952,068 488,072
Deferred income taxes 299,800 299,800
----------- -----------
Total current liabilities 4,426,014 4,809,238
Deferred income taxes 648,028 648,028
----------- -----------
Total liabilities 5,074,042 5,457,266
Shareholders' equity (notes 2 and 4):
Common stock, $0.01 par value;
Authorized 15,000,000 shares; issued
6,019,529 and 6,013,784 shares, respectively 60,195 60,138
Additional paid-in capital 35,123,674 35,072,026
Retained earnings 8,060,655 4,869,669
----------- -----------
Total shareholders' equity 43,244,524 40,001,833
----------- -----------
Total liabilities and shareholders' equity $48,318,566 45,459,099
=========== ===========
See accompanying notes to financial statements.
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LOGAN'S ROADHOUSE, INC.
STATEMENTS OF EARNINGS
(UNAUDITED)
Twelve Weeks Ended: Twenty-eight Weeks Ended:
------------------- -------------------------
July 13, 1997 July 14, 1996 July 13, 1997 July 14, 1996
------------- ------------- ------------- -------------
Net restaurant sales $15,965,741 9,077,203 33,862,109 19,982,353
Costs and expenses:
Food and beverage 5,237,167 3,039,026 11,097,344 6,635,174
Labor and benefits 4,374,737 2,464,283 9,334,729 5,472,404
Occupancy and other 2,299,113 1,330,828 4,906,228 3,004,069
Depreciation and amortization 850,386 381,671 1,800,610 860,284
General and administrative 817,771 548,869 1,893,528 1,293,508
----------- ---------- ---------- ----------
13,579,174 7,764,677 29,032,439 17,265,439
----------- ---------- ---------- ----------
Income from operations 2,386,567 1,312,526 4,829,670 2,716,914
Other income and (expense):
Interest, net 55,804 158,175 115,998 94,583
Franchise fee and royalties 33,813 33,291 79,508 33,291
----------- ---------- ---------- ----------
89,617 191,466 195,506 127,874
----------- ---------- ---------- ----------
Earnings before income taxes 2,476,184 1,503,992 5,025,176 2,844,788
Income tax expense (note 3) 903,807 522,980 1,834,189 1,005,667
----------- ---------- ---------- ----------
Net earnings $ 1,572,377 981,012 3,190,987 1,839,121
=========== ========== ========== ==========
Earnings per share $ 0.25 0.16 0.51 0.33
=========== ========== ========== ==========
Weighted average shares outstanding 6,247,743 6,198,342 6,256,861 5,498,110
=========== ========== ========== ==========
See accompanying notes to financial statements.
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LOGAN'S ROADHOUSE, INC.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
Twenty-eight Weeks Ended
------------------------
July 13, 1997 July 14, 1996
------------- -------------
Cash flows from operating activities:
Net earnings $ 3,190,987 1,839,121
Adjustments to reconcile net earnings to net
cash provided by operating activities:
Depreciation and amortization 1,800,610 860,284
Net effect of changes in current assets and
current liabilities (1,739,001) (190,664)
------------ -----------
Net cash provided by operating activities 3,252,596 2,508,741
------------ -----------
Cash flows from investing activities:
Additions to property, plant and equipment (8,781,616) (6,229,742)
Proceeds from maturities of investments 4,895,338 --
Increase in other assets (27,525) (12,099)
------------ -----------
Net cash used by investing activities (3,913,803) (6,241,841)
------------ -----------
Cash flows from financing activities:
Net proceeds from secondary offering -- 20,757,259
Proceeds from exercise of stock options 51,705 --
Payments on long-term obligations -- (2,579,251)
------------ -----------
Net cash provided by financing activities 51,705 18,178,008
------------ -----------
Net increase (decrease) in cash (609,502) 14,444,908
Cash and cash equivalents, beginning of period 780,307 2,260,776
------------ -----------
Cash and cash equivalents, end of period $ 170,805 16,705,684
============ ===========
See accompanying notes to financial statements.
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LOGAN'S ROADHOUSE, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
TWENTY-EIGHT WEEKS ENDED JULY 13, 1997 AND JULY 14, 1996
(1) BASIS OF PRESENTATION
The accompanying financial statements have been prepared by Logan's
Roadhouse, Inc. ("the Company") without audit, with the exception of the
December 29, 1996 balance sheet which was derived from the audited financial
statements included in the Company's December 29, 1996 Annual Report. The
financial statements include balance sheets, statements of earnings and
statements of cash flows which have been prepared in accordance with generally
accepted accounting principles for interim financial reporting and in accordance
with Rule 10-01 of Regulation S-X. These financial statements, note disclosures
and other information should be read in conjunction with the "Selected Financial
Data" and financial statements and the notes thereto included in the Company's
December 29, 1996 Annual Report.
In the opinion of management, the unaudited interim financial
statements contained in this report reflect all adjustments, consisting of only
normal recurring accruals, which are necessary for a fair presentation of the
financial position and the results of operations for the interim periods
presented. The results of operations for any interim period are not necessarily
indicative of results for the full year.
For accounting purposes, the Company has adopted a 52/53 week fiscal
year ending on the last Sunday in December. 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 a 53
week year).
(2) SHAREHOLDERS' EQUITY
During April 1996, the Company completed a public offering of 862,500
shares of Common Stock at $26 per share. After deducting underwriting discounts
and expenses of the offering, proceeds to the Company amounted to approximately
$20.8 million. From the net proceeds, the Company repaid approximately $2.3
million of outstanding indebtedness and used the remaining net proceeds,
together with cash on hand, cash flow from operations and lease financing to
open twelve new restaurants through the close of the second quarter ended July
13, 1997.
On May 9, 1996, the Company's Board of Directors authorized a
three-for-two stock split in the form of a 50% stock dividend which was payable
on June 5, 1996, to shareholders of record on May 20, 1996. Prior to the stock
split, the Company had 4,007,500 shares of Common Stock outstanding. A total of
2,003,729 shares of Common Stock were issued in connection with the stock split.
All references in the accompanying financial statements to weighted-average
shares outstanding and per share amounts have been restated to reflect the stock
split.
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(3) INCOME TAXES
The provision for income taxes for the six months (28 weeks) ended July
13, 1997 has been calculated based on management's estimate of the effective tax
rate being 36.5% for 1997. The Company's effective tax rate for the comparable
period last year was 36.0%. The current period increase is primarily
attributable to an expected decrease in tax exempt interest income during 1997.
(4) SUBSEQUENT EVENT
On July 23, 1997, the Company completed a public offering whereby
1,100,000 shares of Common Stock were sold at $24 per share. Proceeds to the
Company (after underwriting discounts and expenses) amounted to approximately
$24.5 million. The Company currently has 7,128,755 shares of Common Stock
outstanding.
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ITEM 2. 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 second quarter
(12 weeks) and six months (28 weeks) ended July 13, 1997. This section should be
read in connection with the "Selected Financial Data" and financial statements
and related notes included in the Company's December 29, 1996 Annual Report.
At the time of the Company's initial public offering in July 1995, the
Company had eight restaurants in operation located primarily in middle
Tennessee. The Company completed its second public offering of Common Stock in
April 1996 at which time it operated ten restaurants. The Company has continued
its expansion strategy and currently operates 23 restaurants located in Alabama,
Georgia, Indiana, Kentucky, Tennessee and West Virginia. In addition, the
Company franchises two restaurants in Oklahoma and one in South Carolina.
On July 23, 1997, subsequent to the close of the second quarter, the
Company completed its third public offering raising net proceeds of
approximately $24.5 million. The Company plans to use the proceeds, together
with cash on hand, cash flow from operations and lease financing to open 12 to
14 new restaurants during the remaining six months of 1997 and 1998 (one in the
remainder of 1997 and 11 to 13 in 1998). 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, and the hiring,
training and retaining of skilled management and other personnel that 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 new restaurants will be operated profitably.
RESULTS OF OPERATIONS
The following table sets forth, for the periods indicated, the
percentages which items in the statements of earnings bear to net sales.
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PERCENTAGE OF NET RESTAURANT SALES
Second Quarter Six Months
(12 Weeks Ended) (28 Weeks Ended)
July 13, 1997 July 14, 1996 July 13, 1997 July 14, 1996
------------- ------------- ------------- -------------
Net restaurant sales 100.0% 100.0% 100.0% 100.0%
Costs and expenses:
Food and beverage 32.8 33.5 32.8 33.2
Labor and benefits 27.4 27.1 27.6 27.4
Occupancy and other 14.4 14.7 14.4 15.0
Depreciation and amortization 5.3 4.2 5.3 4.3
General and administrative 5.1 6.0 5.6 6.5
--- --- --- ---
Total operating costs and expenses 85.0 85.5 85.7 86.4
---- ---- ---- ----
Income from operations 15.0 14.5 14.3 13.6
Other income (expense), net 0.5 2.1 0.5 0.6
--- --- --- ---
Earnings before income taxes 15.5 16.6 14.8 14.2
Income tax expense 5.6 5.8 5.4 5.0
--- --- --- ---
Net earnings 9.9% 10.8% 9.4% 9.2%
=== ==== === ===
NET RESTAURANT SALES
Net restaurant sales increased $6,888,538 or 75.9% during the second
quarter of 1997 (12 weeks) and increased $13,879,756 or 69.5% during the six
month period (28 weeks) ended July 13, 1997, compared to the corresponding
periods of last year. The Company had 22 restaurants in operation at July 13,
1997 compared to 12 at July 14, 1996. The Company has opened seven new
restaurants through the second quarter of 1997, five during the first quarter
and two during the second quarter. The substantial growth in sales for both the
second quarter and six month period is primarily attributable to the opening of
10 new restaurants since the second quarter of 1996. In addition a 1.5% menu
price increase was implemented on February 1, 1997.
For the second quarter and six month period of 1997, same store sales
declined 1.2% and .3%, respectively, compared to the corresponding periods
of last year. The 1.2% decline for the second quarter is primarily attributable
to one restaurant in a smaller market which accounted for the majority of the
decline. Although this unit continues to achieve annualized sales levels in
excess of $3.8 million, its volume was lower relative to prior year periods
because of increased competition in the market. In addition, same store sales
results were adversely affected by the July 4th holiday being observed on Friday
this year as compared to Thursday last year. For the holiday week, same store
sales declined approximately 8.0%.
Alcoholic beverage sales, consisting of liquor and beer, accounted for
11.3% and 12.0% of net restaurant sales for the six month periods ended July 13,
1997 and July 14, 1996, respectively. Management attributes the decrease to an
overall increase in the Company's lunch sales and a relative decrease in liquor
sales as a percentage of alcoholic beverage sales.
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FOOD AND BEVERAGE COSTS
This category primarily consists of the cost of all food and beverages,
including alcoholic and non-alcoholic beverages. In addition, the cost of
peanuts, which are complimentary to customers, are reflected in this category.
Food and beverage costs decreased 0.7% as a percentage of net sales
from 33.5% in the second quarter of 1996 to 32.8% in the second quarter of 1997
and decreased 0.4% from 33.2% for the six-month period ended July 14, 1996 to
32.8% for the six-month period ended July 13, 1997. Management attributes the
overall decreases in both periods to lower produce prices. In addition, cost
increases 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 the second quarter ended July 13, 1997 may not be indicative of results to
be expected for the year. The Company has historically experienced higher food
costs during the spring (second quarter) and summer (third quarter) time
periods.
LABOR AND BENEFITS
Labor and benefits include restaurant management salaries, bonuses,
hourly wages for unit level employees, payroll taxes and various employee
benefit programs.
As a percentage of net sales, labor and benefits increased 0.3% from
27.1% in the second quarter of 1996 to 27.4% in the second quarter of 1997 and
increased 0.2% from 27.4% for the six months ended July 13, 1996 to 27.6% for
the six months ended July 13, 1997.
During the current six-month period of 1997, seven new restaurants have
been opened, compared to three for the corresponding period of last year. The
relatively small increases of 0.3% in the second quarter and 0.2% for the
six-month period is primarily attributable to a greater number of new store
operating weeks as compared to the corresponding periods of last year.
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 30-60 day post-opening
period, hourly labor schedules are gradually adjusted to provide maximum
efficiency with existing sales volume.
OCCUPANCY AND OTHER
Occupancy and other costs and expenses are primarily fixed in nature
and, with the exception of advertising, generally do not vary with unit sales
volume. Rent, insurance, property taxes, utilities, maintenance and advertising
account for the major expenditures in this category.
Occupancy and other costs as a percentage of net sales decreased 0.3%
from 14.7% in the second quarter of 1996 to 14.4% in the second quarter of 1997
and decreased 0.6% from 15.0% for the six month period ended July 14, 1996 to
14.4% for the six months ended July 13, 1997.
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As a result of operating with a larger restaurant base during 1997,
occupancy and other costs and expenses have increased in total absolute
dollars. The percentage declines in both periods are primarily attributable to
advertising expenses which were higher last year than the normally budgeted 2%
of net sales. Various production and media costs accounted for the increase.
DEPRECIATION AND AMORTIZATION
The Company records depreciation on its property and equipment on a
straight-line basis over an estimated useful life. In addition, this category
also includes 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 a one-year period commencing with a
restaurant's opening. As of July 13, 1997, the amount of preopening costs, net
of amortization, on the Company's balance sheet was $1,131,134.
For the second quarter of 1997, depreciation and amortization amounted
to $850,386, an increase of $468,715 or 122.8% over the comparable period in
1996. For the six-month period ended July 13, 1997, these expenses amounted to
$1,800,610, an increase of $940,326 or 109.3% over the comparable period in
1996. As a percentage of net restaurant sales, these expenses increased 1.1%
from 4.2% for the second quarter of 1996 to 5.3% for the second quarter of 1997
and increased 1.0% from 4.3% for the six months ended July 14, 1996 to 5.3% for
the six months ended July 13, 1997. These increases are primarily the result of
increased depreciation and amortization resulting from the opening of 13 new
restaurants since the beginning of 1996. Although the Company prefers to own
rather than lease its restaurant facilities and plans to pursue this policy,
where possible, in subsequent quarters, the Company will continue to lease
properties in certain locations.
GENERAL AND ADMINISTRATIVE
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 costs
associated with being a public company are the major items of expense in this
category.
For the second quarter of 1997, general and administrative expenses
amounted to $817,771, an increase of $268,902 or 49.0% over the comparable
period in 1996. For the six month period ended July 13, 1997, these expenses
amounted to $1,893,528, an increase of $600,020 or 46.4% over the comparable
period in 1996. As a percentage of net sales, these expenses declined 0.9% from
6.0% for the second quarter of 1996 to 5.1% for the second quarter of 1997 and
declined 0.9% from 6.5% for the six months ended July 14, 1996 to 5.6% for the
six months ended July 13, 1997.
The dollar increase is primarily attributable to the Company
significantly expanding its management and staff personnel in the areas of
finance, accounting, human resources, operations, training and real estate
reflecting the increased level of organizational support necessary to support
the Company's growing restaurant base. Since July 1995, the Company has also
incurred certain additional costs associated with operating as a public company.
Because of the Company's expansion plans and the expected increase in net sales
as a result thereof,
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management expects these expenses to continue to increase during 1997 in
absolute dollars, but to decline slightly as a percentage of net sales from the
5.6% rate for the six months ended July 13, 1997. For a discussion of factors
affecting the Company's plans to open additional restaurants, see "Liquidity and
Capital Resources."
OTHER INCOME (EXPENSE)
Net interest income (interest income minus interest expense) from cash,
cash equivalents and investments amounted to $55,804 during the second quarter
of 1997, compared to $158,175 during the comparable period last year. For the
six-month period ended July 13, 1997, net interest income amounted to $115,998,
compared to $94,583 in the comparable period last year. On April 10, 1996 the
Company completed a public offering of shares of Common Stock with net proceeds
amounting to approximately $20.8 million. Accordingly, during the second quarter
of 1996, with higher levels of invested cash, the Company generated increased
interest income from its various taxable and non-taxable investments. As a
result of the Company's restaurant expansion program, invested cash has declined
over the past year, resulting in a decline in interest income during 1997.
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. During the first six months of
1997, royalty fees of $79,508 were received from the two franchised restaurants.
INCOME TAXES
The effective tax rates for the second quarters of 1997 and 1996 were
36.5% and 34.8%, respectively. For the six-month period, the effective tax rates
for 1997 and 1996 were 36.5% and 35.4%, respectively. The increase in the 1997
tax rate to 36.5% is attributable to an expected decrease in tax-exempt interest
income during 1997.
NET EARNINGS
As a result of the factors discussed above, net earnings in the second
quarter of 1997 increased $591,365 or 60.3% to $1,572,377, or 9.9% of net sales,
from $981,012, or 10.8% of net sales, in the second quarter of 1996. Earnings
per share increased $0.09 or 56.3% in the second quarter of 1997 to $0.25 from
$0.16 in the second quarter of 1996 with a 0.8% increase in weighted average
shares outstanding.
Net earnings increased $1,351,866 or 73.5% to $3,190,987, or 9.4% of
net sales, for the six months ended July 13, 1997, from $1,839,121, or 9.2% of
net sales, for the six months ended July 14, 1996. Earnings per share increased
$0.18 or 54.6% for the six months ended July 13, 1997 to $0.51 from $0.33 for
the six months ended July 14, 1996 with a 13.8% increase in weighted average
shares outstanding.
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LIQUIDITY AND CAPITAL RESOURCES
On July 23, 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 $24.5 million.
The Company plans to use the proceeds, together with cash on hand, cash flow
from operations and lease financing, to open 12 to 14 additional restaurants
during the remainder of 1997 and 1998 (one in 1997 and 11 to 13 in 1998). 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 principal capital needs arise from the development of new
restaurant facilities and, to a lesser extent, maintenance and improvement of
its existing facilities. Prior to the Company's initial public offering in July
1995, the principal sources of capital to fund the aforementioned expenditures
were operating cash flow, bank borrowings and lease financing. The following
table provides certain information regarding the Company's sources and uses of
cash for the periods presented.
Six Months
(28 Weeks) Fiscal Year Ended
Ended -----------------
July 13, 1997 Dec. 29, 1996 Dec. 31, 1995
------------- ------------- --------------
(in thousands)
Cash flows provided by operating activities ................ $ 3,253 $ 7,302 $ 3,011
Net proceeds from public offering .......................... -- 20,773 13,048
Capital expenditures ....................................... (8,782) (18,146) (13,886)
Net borrowings (repayments) ................................ -- (2,579) 529
Since inception, 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 substantial growth
of the Company over the period has not required significant additional working
capital. Sales are predominately on a cash basis, and the business does not
require significant 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 its restaurant facilities when possible
rather than lease. 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 the development for a new restaurant will not include
land acquisition costs if the property is leased rather than purchased.
Capital expenditures and preopening costs for the remainder of 1997 and
1998 are estimated to range from $26.3 million to $30.9 million for the
development of 15 to 17 new restaurants of which one is expected to be opened
during the remainder of 1997 and 11 to 13 in 1998 depending on the availability
of quality sites, the hiring and training of sufficiently skilled management and
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other personnel and other factors. In addition, the Company plans to spend
approximately $500,000 during the remainder of 1997 and in 1998 to renovate and
replace equipment in existing restaurants.
Management believes that the net proceeds from the July 23, 1997
offering, together with available cash reserves and cash provided from
operations and borrowing capacity, 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 additional financing in 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 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.
This report contains certain forward-looking statements, including
those relating to the opening of additional restaurants and planned capital
expenditures, each of which is accompanied by specific, cautionary language.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
No disclosure required.
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PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company held its Annual Meeting of Shareholders on May 15,
1997 for the purpose of (1) electing two nominees as Class II Directors; (2)
approving the proposed amendments to the Company's 1995 Incentive Stock Plan;
(3) approving the proposed amendments to the Company's 1995 Non-Employee
Director Stock Option Plan; and (4) the appointment of KPMG Peat Marwick LLP as
the Company's independent auditors for the fiscal year ended December 28, 1997.
The vote was as follows:
For Against Abstain Total
--- ------- ------- -----
(1) Election of Directors:
Thomas E. Ervin 4,778,933 3,652 -0- 4,782,585
========= ======= ========= =========
George S. Waltman 4,778,671 3,914 -0- 4,782,585
========= ======= ========= =========
(2) Proposed Amendments
to 1995 Incentive Stock
Plan 2,819,695 774,953 1,187,937 4,782,585
========= ======= ========= =========
(3) Proposed Amendments
to 1995 Director Stock
Plan 3,116,305 470,036 1,196,244 4,782,585
========= ======= ========= =========
(4) Approval of KPMG
Peat Marwick as
Auditors 4,773,976 6,220 2,389 4,782,585
========= ======= ========= =========
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
---------
*3.1 Amended and Restated Charter of the Registrant
*3.2 Bylaws of the Registrant
*4.1 Section 8 of the Amended and Restated Charter of the Registrant
(included in Exhibit 3.1)
*4.2 Specimen of Common Stock Certificate
27 Financial Data Schedule (for SEC use only)
* Incorporated by reference to the Registrant's Registration Statement on Form
SB-2 (Registration No. 33-92976-A)
(b) Reports on Form 8-K
-------------------
The Company was not required to file a report on Form 8-K during the quarter for which this report is filed.
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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 thereunto duly authorized.
LOGAN'S ROADHOUSE, INC.
By: /s/ David J. McDaniel
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David J. McDaniel,
Vice President, Treasurer and Secretary
(Chief Financial Officer)
Date: August 22, 1997
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