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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 April 19, 1998
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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
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LOGAN'S ROADHOUSE, INC.
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(Exact name of Registrant as specified in its charter)
TENNESSEE 62-1602074
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
P.O. BOX 291047, NASHVILLE, TN 37229
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(Address of principal executive offices)
(615) 885-9056
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(Registrant's telephone number, including area code)
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(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 May 29, 1998
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Common stock, $.01 par value 7,151,791 shares
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PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
LOGAN'S ROADHOUSE, INC.
BALANCE SHEETS
April 19, 1998 Dec. 28, 1997
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Assets (Unaudited)
Current assets:
Cash and cash equivalents $ 1,749,116 6,466,775
Investments, at amortized cost 13,054,282 17,900,052
Receivables: trade and other 765,333 812,623
Inventories 541,271 471,150
Preopening costs (note 5) 1,385,815 923,225
Prepaid expenses and other current assets 1,073,499 762,185
----------- ----------
Total current assets 18,569,316 27,336,010
Property, plant and equipment, net 61,538,274 51,075,003
Other assets 141,498 112,198
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Total assets $80,249,088 78,523,211
=========== ==========
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable $ 2,435,275 2,402,763
Accrued payroll and related expenses 935,909 1,466,149
Deferred revenue 192,271 492,804
Income taxes payable 36,747 280,458
Accrued state and local taxes 1,144,303 732,338
Deferred income taxes 332,178 332,178
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Total current liabilities 5,076,683 5,706,690
Deferred income taxes 1,191,299 1,191,299
----------- ----------
Total liabilities 6,267,982 6,897,989
Shareholders' equity (note 2):
Common stock, $0.01 par value;
Authorized 15,000,000 shares; issued
7,149,791 and 7,142,418 shares, respectively 71,498 71,424
Additional paid-in capital 60,115,767 60,048,611
Retained earnings 13,793,841 11,505,187
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Total shareholders' equity 73,981,106 71,625,222
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Total liabilities and shareholders' equity $80,249,088 78,523,211
=========== ==========
See accompanying notes to financial statements.
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LOGAN'S ROADHOUSE, INC.
STATEMENTS OF EARNINGS
(UNAUDITED)
Sixteen Weeks Ended:
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April 19, 1998 April 20, 1997
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Net restaurant sales $26,645,263 17,896,368
Costs and expenses:
Food and beverage 8,729,007 5,860,177
Labor and benefits 7,670,593 4,959,992
Occupancy and other 3,981,199 2,607,115
Depreciation and amortization 1,318,621 950,224
General and administrative 1,701,376 1,075,757
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23,400,796 15,453,265
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Income from operations 3,244,467 2,443,103
Other income
Interest, net 223,803 60,194
Franchise fee and royalties 63,604 45,695
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287,407 105,889
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Earnings before income taxes 3,531,874 2,548,992
Income tax expense (note 3) 1,243,220 930,382
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Net earnings $ 2,288,654 1,618,610
=========== ==========
Earnings per share (note 4):
Basic $ 0.32 0.27
=========== ==========
Diluted $ 0.31 0.26
=========== ==========
Weighted average shares outstanding:
Basic 7,145,710 6,015,093
=========== ==========
Diluted 7,360,343 6,263,699
=========== ==========
See accompanying notes to financial statements.
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LOGAN'S ROADHOUSE, INC.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
Sixteen Weeks Ended
-----------------------------------
April 19, 1998 April 20, 1997
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Cash flows from operating activities:
Net earnings $ 2,288,654 1,618,610
Adjustments to reconcile net earnings to net
cash provided by operating activities:
Depreciation and amortization 1,318,621 950,224
Net effect of changes in current assets and
current liabilities (1,980,291) (302,936)
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Net cash provided by operating activities 1,626,984 2,265,898
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Cash flows from investing activities:
Additions to property, plant and equipment (11,228,343) (6,652,355)
Proceeds from maturities of investments 4,845,770 3,777,132
Increase in other assets (29,300) (16,235)
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Net cash used by investing activities (6,411,873) (2,891,458)
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Cash flows from financing activities-
Proceeds from exercise of stock options 67,230 25,875
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Net increase (decrease) in cash (4,717,659) (599,685)
Cash and cash equivalents, beginning of period 6,466,775 780,307
------------ -----------
Cash and cash equivalents, end of
period $ 1,749,116 180,622
============ ===========
See accompanying notes to financial statements.
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LOGAN'S ROADHOUSE, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
SIXTEEN WEEKS ENDED APRIL 19, 1998 AND APRIL 20, 1997
(1) BASIS OF PRESENTATION
The accompanying financial statements have been prepared by the Company
without audit, with the exception of the December 28, 1997 balance sheet which
was derived from the audited financial statements included in the Company's
December 28, 1997 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 should be read in conjunction with the "Selected Financial
Data" and financial statements and the notes thereto included in the Company's
December 28, 1997 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
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
$24.6 million. The Company had 7,149,791 shares of Common Stock outstanding at
April 19, 1998.
(3) INCOME TAXES
The provision for income taxes for the sixteen weeks ended April 19,
1998 and the comparable period of 1997 consists of both federal and state taxes.
The Company's effective tax rates for the above periods were 35.2% for 1998 and
36.5% for 1997. The current period decline is primarily attributable to an
increase in tax exempt interest income during the first quarter of 1998.
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(4) EARNING PER SHARE
The Company adopted Statement of Financial Accounting Standards (SFAS)
No. 128 Earnings Per Share, during the fourth quarter of 1997. Accordingly, all
prior period earnings per share data has been restated in accordance with SFAS
No. 128. Basic earnings per share data has been computed on the basis of the
weighted average number of shares outstanding and diluted earnings per share
data has been computed on the basis of the weighted average number of shares
outstanding and dilutive stock equivalents, which consist of stock options.
The following table is a reconciliation of basic and diluted earnings per share:
Income Shares Per Share
(Numerator) (Denominator) Amount
--------------------------------------------------
For the sixteen weeks ended April 19, 1998
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Basic EPS
Income availbable to common shareholders $2,288,654 7,145,710 $ 0.32
============
Effect of dilutive securities
Stock options $ -- 214,633
Diluted EPS
----------------------------
Income available to common shareholders $2,288,654 7,360,343 $ 0.31
==================================================
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For the sixteen weeks ended April 20, 1997
--------------------------------------------------
Basic EPS
Income available to common shareholders $1,618,610 6,015,093 $ 0.27
============
Effect of diluted securities
Stock options $ -- 248,606
Diluted EPS
----------------------------
Income available to common shareholders $1,618,610 6,263,699 $ 0.26
==================================================
For the sixteen weeks ended April 19, 1998, options to purchase 100,600 shares
of the Company's common stock were excluded from the computation of diluted
earnings per share as these securities were anti-dilutive for such period.
(5) NEW ACCOUNTING PRONOUNCEMENT
On April 3, 1998, the AICPA Accounting Standards Executive Committee
(AcSEC) issued Statement of Position 98-5, Reporting on the Costs of Start-Up
Activities. SOP 98-5 is effective for financial statements issued for fiscal
years beginning after December 15, 1998. The SOP requires that costs incurred
during a start-up activity (including organization costs) be expensed as
incurred. The Company will recognize no later than the first quarter of 1999, as
a cumulative effect of a change in accounting principle, a charge equal to the
after tax effect of the unamortized pre-opening costs at the date of adoption.
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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 first quarter
(16 weeks) ended April 19, 1998. This section should be read in connection with
the "Selected Financial Data" and financial statements and related notes
included in the Company's December 28, 1997 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 31 restaurants located in Alabama,
Georgia, Indiana, Kentucky, Louisiana, Tennessee and West Virginia. In addition,
the Company franchises two restaurants in Oklahoma and one in South Carolina.
In July 1997, the Company completed its third public offering raising
net proceeds of approximately $24.6 million. The Company plans to use the
remaining proceeds, together with cash on hand, cash flow from operations and
lease financing to open eight new restaurants during the remainder of 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, the hiring, training and retaining of skilled
management and other personnel which may be difficult given the low unemployment
rates in the areas in which the Company intends to operate. There can be 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.
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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.
PERCENTAGE OF NET RESTAURANT SALES
FIRST QUARTER
(16 WEEKS ENDED)
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April 19, 1998 April 20, 1997
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Net restaurant sales................................ 100.0% 100.0
Costs and expenses:
Food and beverage................................. 32.8 32.7
Labor and benefits................................ 28.8 27.7
Occupancy and other............................... 14.9 14.6
Depreciation and amortization..................... 4.9 5.3
General and administrative........................ 6.4 6.0
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Total operating costs and expenses.............. 87.8 86.3
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Income from operations......................... 12.2 13.7
Other income (expense), net......................... 1.1 0.6
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Earnings before income taxes................... 13.3 14.2
Income tax expense.................................. 4.7 5.2
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Net earnings................................... 8.6% 9.0
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NET RESTAURANT SALES
Net restaurant sales increased $8,748,895 or 48.9% during the first
quarter (16 weeks) ended April 19, 1998, compared to the corresponding period of
last year. The Company had 29 restaurants in operation at April 19, 1998
compared to 20 at April 20, 1997. The Company opened five new restaurants in
both the first quarter of 1998 and 1997. The substantial growth in sales of
48.9% for the first quarter is primarily attributable to the opening of nine new
restaurants since the first quarter of 1997. In addition, a 2.5% menu price
increase was implemented in January 1998.
For the first quarter of 1998, same store sales increased 1.8% compared
to the corresponding period of last year. Management attributes the increase
primarily to the aforementioned 2.5% menu price increase.
Alcoholic beverage sales, consisting of liquor and beer, accounted for
10.9% and 11.7% of net restaurant sales for the first quarter of 1998 and 1997,
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 remained approximately the same, increasing
0.1% as a percentage of net sales from 32.7% in the first quarter of 1997 to
32.8% in the first quarter of 1998. During the first quarter of 1998, the
Company experienced higher produce and seafood costs which were substantially
offset by lower beef costs. In addition, cost increases were partially offset by
a 2.5% menu price increase in January 1998. The prices of the Company's
commodities (beef, pork, chicken, seafood and produce) are subject to seasonal
fluctuations. Accordingly, food cost results for the first quarter ended April
19, 1998 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 1.1% from
27.7% in the first quarter of 1997 to 28.8% in the first quarter of 1998. The
increase is primarily attributable to: (i) operating on lower average unit
volumes, compared to the first quarter of last year and (ii) increased employee
training focusing on strengthening customer service, product quality, speed and
efficiency.
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. As a percentage of net
sales, these costs have increased 0.3% from 14.6% in the first quarter of 1997
to 14.9% in the first quarter of 1998.
As a result of operating with a larger restaurant base during 1998,
occupancy and other costs and expenses have increased in total absolute dollars.
The 0.3% increase in the first quarter of 1998 is a result of operating on lower
average unit volumes.
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 April 19, 1998, preopening costs, net of
amortization, were $1,385,815. (See Note 5 of "Notes to Unaudited Financial
Statements").
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For the first quarter of 1998, depreciation and amortization amounted
to $1,318,621 an increase of $368,397 or 38.8% over the comparable period in
1997. As a percentage of net restaurant sales, these expenses declined 0.4% from
5.3% for the first quarter of 1997 to 4.9% for the first quarter of 1998. The
increase in absolute dollars is primarily the result of increased depreciation
and amortization resulting from the opening of nine new restaurants since the
first quarter of 1997. 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 first quarter of 1998, general and administrative expenses
amounted to $1,701,376, an increase of $625,619 or 58.2% over the comparable
period in 1997. As a percentage of net sales, these expenses increased 0.4% from
6.0% for the first quarter of 1997 to 6.4% for the first quarter of 1998. The
absolute dollar increase is primarily attributable to the Company significantly
expanding its management and staff personnel in the areas of operations,
training, recruiting and accounting. Most of the staff additions were made
during the fourth quarter of 1997 in preparation for the Company's expected
growth in 1998. Because of the Company's expansion plans and the new corporate
staff additions, management expects these expenses to continue to increase
during 1998 in absolute dollars and expects them to be at least 6.0% of net
restaurant sales. For a discussion of factors affecting the Company's plan to
open additional restaurants, see "General".
OTHER INCOME (EXPENSE)
Net interest income (interest income minus interest expense) from cash,
cash equivalents and investments amounted to $223,803 and $60,194 for the first
quarters of 1998 and 1997, respectively. During the second quarter of last year,
the Company completed a public offering of shares of Common Stock with net
proceeds amounting to approximately $24.6 million. Accordingly, during the first
quarter of 1998, with higher levels of invested cash, the Company generated
increased interest income from its various taxable and non-taxable investments.
During the first quarter of 1998, the Company had three franchised
restaurants in operation compared to two for the corresponding quarter of 1997.
For the first quarter of 1998, royalty fees of $63,604 were received from the
three franchised restaurants.
INCOME TAXES
The effective tax rates for the first quarters of 1998 and 1997 were
35.2% and 36.5%, respectively. The decline in the 1998 tax rate to 35.2% is
attributable to an increase in tax-exempt interest income during the first
quarter of 1998.
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NET EARNINGS
As a result of the factors discussed above, net earnings in the first
quarter of 1998 increased $670,044 or 41.4% to $2,288,654, or 8.6% of net sales,
from $1,618,610, or 9.0% of net sales, in the first quarter of 1997. Diluted
earnings per share increased $0.05 or 19.2% in the first quarter of 1998 to
$0.31 from $0.26 in the first quarter of 1997 with a 17.5% increase in diluted
shares of Common Stock outstanding.
LIQUIDITY AND CAPITAL RESOURCES
In July 1997, the Company completed a public offering whereby 1,100,000
shares of Common Stock were sold. Proceeds to the Company (after underwriting
discounts and expenses) amounted to approximately $24.6 million. The Company
plans to use the remainder of the proceeds, together with cash on hand, cash
flow from operations and lease financing, to open 15 new restaurants during 1998
of which seven restaurants have already opened. For additional liquidity, the
Company has available a $2.5 million revolving credit facility with a local
bank. As of the date hereof, there were no borrowings outstanding.
As reflected in the table below, the Company's single largest use of
funds had been for capital expenditures consisting of land, building, equipment
and preopening costs associated with its restaurant expansion program. The
principal sources of capital to fund such expenditures have been cash provided
by operations and net proceeds from equity offerings. The following table
provides certain information regarding the Company's sources and uses of capital
for the periods presented.
First Quarter Fiscal Year Ended
(16 weeks ended) December 28, December 29,
April 19, 1998 1997 1996
---------------- ------------ ------------
(in thousands)
Cash flows from operations $ 1,627 $ 8,915 $ 7,302
Capital expenditures (11,228) (19,296) (18,146)
Net proceeds from public offerings -- 24,556 20,733
Net borrowings (repayments) -- -- (2,579)
Cash flows provided by operations and proceeds from public equity
offerings represent the Company's primary sources of liquidity and capital. The
substantial growth of the Company over the period has not required significant
additional working capital. Sales are predominantly cash, and the business does
not require significant additional working capital, receivables or inventories.
In addition, it is common to receive trade credit for the purchase of food,
beverage and supplies, thereby reducing the need for incremental working capital
to support sales increases.
The Company prefers to own rather than lease its restaurant facilities
when possible. The cost of developing the Company's prototype Logan's Roadhouse
restaurant is estimated to range from $2.0 to $2.6 million, including $900,000
for building costs, $400,000 for equipment costs and $175,000 for preopening
costs. Land acquisition costs, including site preparation, are the most variable
development costs and are estimated to range between $500,000 and $1.1 million.
The cost of development of a new restaurant will not include land acquisition
costs if the property is leased rather than purchased.
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Capital expenditures and preopening costs for 1998 are estimated to
amount to approximately $31.7 million for the development of 20 new restaurants
of which 15 are expected to be opened in 1998 depending on the availability of
quality sites, the hiring and training of sufficiently skilled management and
other personnel and other factors. In addition, the Company plans to spend
$500,000 in 1998 to renovate and replace equipment in existing restaurants.
Management believes that available cash, investments, cash provided
from operations and an unused $2.5 million bank line of credit will be
sufficient to fund the Company's expansion plans through the first quarter of
1999. Should the Company's actual results of operations fall short of, or its
rate of expansion significantly exceed its plans, or should its costs or capital
expenditures exceed expectations, the Company may need to seek additional
financing in 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.
YEAR 2000 COMPLIANCE
As the year 2000 approaches, a critical business issue has emerged
regarding how existing application software programs and operating systems can
accommodate this date value. Many existing application software products in the
marketplace were designed to accommodate only two-digit date entries. Beginning
in the year 2000, these systems and products will need to be able to accept
four-digit entries to distinguish years beginning with 2000 from prior years. As
a result, computer systems and software used by many companies may need to be
upgraded to comply with such "Year 2000" requirements. While the Company has
developed a plan to ensure that its software applications and programs are Year
2000 compliant, there can be no assurance that such plan will be implemented in
a timely and effective manner or that coding errors or other defects will not be
discovered after its implementation. Also, the Company has not initiated formal
communications with any of its significant food product suppliers to determine
the extent to which the Company is vulnerable to those third parties' failure to
remediate their own Year 2000 issues. Although management does not believe the
Year 2000 issues will have a material adverse effect on the Company's business
or financial condition, any Year 2000 compliance problem of the Company or its
food product suppliers could result in such a material adverse effect.
FORWARD-LOOKING STATEMENTS
This Form 10-Q and other information that is provided by the Company
contains forward-looking statements, including those regarding the opening of
additional restaurants, planned capital expenditures, the adequacy of the
Company's capital resources and other statements regarding trends relating to
various revenue and expense items. These statements are subject to a number of
risks and uncertainties beyond the Company's control that could cause the
Company's actual results to differ materially from those projected in such
forward-looking statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
No disclosure required.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
As disclosed in the Company's Annual Report on Form 10-K for the fiscal
year ended December 28, 1997, on February 11, 1997 and May 28, 1997,
respectively, Kenneth F. Payne and Joseph H. Cook filed lawsuits against the
Company in the United States District Court for the Middle District of
Tennessee, Nashville Division. Each of Messrs. Payne and Cook claims that the
Company terminated his employment because he refused to participate in, or
remain silent about, and reported certain improper or inappropriate activities
allegedly engaged in by the Company in violation of the Fair Labor Standards Act
and the Tennessee Whistle Blower Statute. In addition, Charles Keith Olivier
filed a class action lawsuit against the Company on May 28, 1997 in the United
States District Court for the Middle District of Tennessee, Nashville Division,
as amended on September 9, 1997 to include another class represented by Gerald
A. Jacobs. Each of Messrs. Olivier and Jacobs claims on behalf of himself and
all others similarly situated that the Company engaged in certain improper
activities in violation of the Fair Labor Standards Act and the Tennessee
Whistle Blower Statute. In April 1998, the Company entered into a settlement
agreement with each of Messrs. Cook, Olivier and Jacobs. The Company's insurance
covered substantially all of the settlement amounts in each lawsuit. A trial
date for the lawsuit with Mr. Payne has been set for July 14, 1998. The Company
denies his allegations and believes it has meritorious defenses against such
claims. At this time, the Company believes that the lawsuit will not exceed the
limits of available insurance coverage or have a material adverse effect on the
Company's financial position or results of operations.
The Company's forward-looking statements relating to the pending
lawsuit with Mr. Payne reflect management's best judgment based on the status of
the litigation to date and facts currently known to the Company and, as a
result, involve a number of risks and uncertainties, including the possible
disclosure of new facts and information adverse to the Company in the discovery
process and the inherent uncertainties associated with litigation.
Except as set forth above, the Company is not currently involved in any
litigation nor, to management's knowledge, is any litigation threatened against
the Company, except for routine litigation arising in the ordinary course of
business. In the judgment of management of the Company, no material adverse
effect on the Company's financial position or results of operations would result
if any such litigation were not resolved in the Company's favor.
ITEM 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
27.1 Financial Data Schedule for quarter ended April 20, 1997 (for SEC use only)
27.2 Financial Data Schedule for quarter ended April 19, 1998 (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
---------------------------------------
David J. McDaniel,
Vice President, Treasurer and Secretary
(Chief Financial Officer)
Date: June 2, 1998
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