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 JUNE 26, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ____________ TO _____________
COMMISSION FILE NO. 0-10717
BAYPORT RESTAURANT GROUP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
FLORIDA 59-1827559
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION IDENTIFICATION NUMBER)
OR ORGANIZATION)
4000 HOLLYWOOD BOULEVARD; SUITE 695-S; HOLLYWOOD, FLORIDA 33021
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (305) 967-6700
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 THE FILING
REQUIREMENTS FOR AT LEAST THE PAST 90 DAYS.
YES X NO___
INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE REGISTRANT'S CLASSES OF
COMMON STOCK, AS OF THE LATEST PRACTICABLE DATE:
9,514,666 SHARES OF COMMON STOCK, $.001 PAR VALUE
<PAGE>
INDEX
PART I. FINANCIAL INFORMATION PAGE NO.
Item 1 Financial Statements
Consolidated Statements of Earnings for 3
the three months ended June 26, 1995 and
June 27, 1994
Consolidated Statements of Earnings for 4
the six months ended June 26, 1995 and
June 27, 1994
Consolidated Balance Sheets as of 5 - 6
June 26, 1995 and December 26, 1994
Consolidated Statements of Cash Flows for 7 - 8
the six months ended June 26, 1995
and June 27, 1994
Notes to Consolidated Financial Statements 9
Item 2 Management's Discussion and Analysis of 10 - 12
the Financial Condition and Results of Operations
PART II. OTHER INFORMATION PAGE NO.
Item 1 Litigation 13
Item 2 Changes in Securities 13
Item 3 Defaults Upon Senior Securities 13
Item 4 Submission of Matters to a Vote
of Securities-Holders 13
Item 5 Other Information 13
Item 6 Exhibits and Reports on Form 8-K 13
Signature Page 14
2
<PAGE>
<TABLE>
<CAPTION>
Bayport Restaurant Group, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF EARNINGS
For the Three Months Ended June 26, 1995 and June 27, 1994
(Unaudited)
JUNE 26, JUNE 27,
1995 1994
----------- ----------
<S> <C> <C>
Revenues
Sales $11,564,029 $8,868,207
Processing Plant sales 1,746,023 973,900
Interest and other 24,247 102,378
---------- ----------
Total Revenues $13,334,299 $9,944,485
Costs and expenses
Cost of sales $4,075,682 $3,166,792
Payroll and related expenses 2,830,222 2,190,749
Other operating expenses 1,745,769 1,394,535
Occupancy and related expenses 893,357 745,694
Processing Plant cost of sales and operating expenses 1,869,209 1,001,808
Restaurant opening expenses 116,460 71,006
General and administrative 1,186,883 877,758
Interest expense 0 45,131
---------- ----------
Total costs and expenses 12,717,582 9,493,473
---------- ----------
Earnings before income taxes 616,717 451,012
Provision for income taxes (Note 1) 209,684 126,283
---------- ----------
NET EARNINGS 407,033 324,729
========== ==========
Earnings per common share and common share equivalents 0.04 0.03
========== ==========
Weighted average number of 10,394,571 10,441,923
shares outstanding ========== ==========
</TABLE>
The accompanying notes are an integral part of these statements
3
<PAGE>
<TABLE>
<CAPTION>
Bayport Restaurant Group, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF EARNINGS
For the Six Months Ended June 26, 1995 and June 27, 1994
(Unaudited)
JUNE 26, JUNE 27,
1995 1994
----------- -----------
<S> <C> <C>
Revenues
Restaurant Sales $22,306,414 $17,165,918
Processing Plant Sales 3,401,041 1,684,972
Interest and other 55,790 190,741
----------- -----------
Total Revenues $25,763,245 $19,041,631
Costs and expenses
Cost of sales 7,817,352 6,012,497
Payroll and related expenses 5,272,595 4,136,720
Other operating expenses 3,392,422 2,730,298
Occupancy and related expenses 1,805,006 1,419,177
Processing plant cost of sales and operating expenses 3,633,109 1,690,291
Restaurant opening expenses 215,710 90,102
General and administrative 2,109,211 1,737,700
Interest expense 0 68,035
----------- -----------
Total costs and expenses 24,245,405 17,884,820
----------- -----------
Earnings before income taxes 1,517,840 1,156,811
Provision for income taxes (Note 1) 516,066 323,907
----------- -----------
NET EARNINGS 1,001,774 832,904
=========== ===========
Earnings per common share and common share equivalents 0.10 0.08
=========== ===========
Weighted average number of 10,387,899 10,440,448
shares outstanding =========== ===========
</TABLE>
The accompanying notes are an integral part of these statements
4
<PAGE>
<TABLE>
<CAPTION>
Bayport Restaurant Group, Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEETS
June 26, 1995 and December 26, 1994
(Unaudited)
ASSETS
JUNE 26, DECEMBER 26,
1995 1994
---------- ------------
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $1,875,468 $ 404,513
Investments In Marketable Securities 1,537,717 5,205,557
(Note 2)
Accounts receivable 2,082,937 1,452,789
Inventories 2,845,371 2,847,324
Prepaid expenses and other current assets 767,873 586,912
Deferred Pre-opening costs 877,404 217,980
---------- ----------
Total current assets 9,986,770 10,715,075
PROPERTY AND EQUIPMENT - AT COST,
less accumulated depreciation 22,468,377 16,346,073
OTHER ASSETS
Investments in Marketable
Securities (Note 2) 300,000 300,000
Note Receivable from related party 125,000 --
Deposits 397,909 254,187
Other 2,244,236 804,952
Goodwill 102,986 105,911
---------- ----------
Total other assets 3,170,131 1,465,050
---------- ----------
TOTAL ASSETS 35,625,278 28,526,198
========== ==========
</TABLE>
The accompanying notes are an integral part of these statements
5
<PAGE>
<TABLE>
<CAPTION>
Bayport Restaurant Group, Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEETS
June 26, 1995 and December 26, 1994
(Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
JUNE 26, DECEMBER 26,
1995 1994
---------- ------------
<S> <C> <C>
CURRENT LIABILITIES
Current maturities of long-term
obligations $ 289,369 $ 489,368
Due to related parties 94,332 94,332
Accounts payable 2,999,090 1,215,739
Income taxes payable -- 29,150
Accrued liabilities 1,130,181 805,544
---------- ----------
Total current liabilities 4,512,972 2,634,133
LONG-TERM OBLIGATIONS 7,251,981 3,520,449
DUE TO RELATED PARTIES 1,202,751 1,257,779
DEFERRED INCOME TAXES 588,116 107,250
STOCKHOLDERS' EQUITY
Preferred stock - authorized and issued
15,000,000 shares of $.01 par value;
issued and outstanding 2,446,249 shares
at June 26, 1995 and 2,700,055 shares
at December 26, 1994 24,462 27,001
Common stock - authorized 50,000,000
shares of $.001 par value; issued and outstanding
9,514,666 at June 26, 1995 and 9,403,722 shares
at December 26, 1994 9,515 9,404
Paid in capital 22,062,760 21,941,526
Retained earnings (Deficit) 357,490 (644,284)
---------- ----------
22,454,227 21,333,647
Net unrealized losses on investment
in marketable securities -- (55,191)
Notes receivable from
officers (384,769) (271,869)
---------- ----------
Total stockholders' equity 22,069,458 21,006,587
---------- ----------
Total Liabilities & Stockholders'
Equity 35,625,278 28,526,198
========== ==========
</TABLE>
The accompanying notes are an integral part of these statements
6
<PAGE>
<TABLE>
<CAPTION>
Bayport Restaurant Group, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Six Months Ended June 26, 1995 and June 27, 1994
(Unaudited)
JUNE 26, JUNE 27,
1995 1994
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings $ 1,001,774 $ 832,904
Adjustments to reconcile net
earnings to net cash provided
by (used in) operating activities
Increase in deferred tax liability 480,866 --
Depreciation of property,
plant and equipment 527,343 409,055
Amortization of intangible
assets 24,390 5,320
Recognition of deferred
income -- (1,040)
(Increase) in accounts
receivable (630,148) (146,424)
(Increase) decrease in inventories 1,953 (39,960)
(Increase) in prepaid expenses and other
current assets (180,961) (64,072)
Increase in accounts payable
and accrued expenses 2,078,838 607,582
(Increase) in deposits, goodwill
and other assets (1,705,081) (452,464)
Decrease in deferred
pre-opening costs (659,424) (232,546)
----------- -----------
Net cash provided by
operating activities 939,550 918,385
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant and
equipment (6,759,468) (3,456,675)
Investments in marketable securities -- (115,649)
Proceeds from sale and maturity of
marketable securities 3,678,109 2,000,000
----------- -----------
Net cash used in
investing activities (3,081,359) (1,572,324)
</TABLE>
The accompanying notes are an integral part of these statements
7
<PAGE>
<TABLE>
<CAPTION>
Bayport Restaurant Group, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS - CON'T
For the Six Months Ended June 26, 1995 and June 27, 1994
(Unaudited)
JUNE 26, JUNE 27,
1995 1994
----------- -----------
<S> <C> <C>
CASH FLOWS FROM FINANCING ACTIVITIES
Principal borrowings of long-term debt $ 6,500,000 --
Principal re-payment of debt (2,887,236) $ (178,496)
Proceeds from issuance of stock -- 23,530
Net cash provided by (used in)
financing activities 3,612,764 (154,966)
=========== ===========
Increase (decrease) in cash and
cash equivalents 1,470,955 (808,905)
Cash and cash equivalents at
beginning of the period 404,513 1,094,545
----------- -----------
Cash and cash equivalents at end
of the period 1,875,468 285,640
=========== ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
information
Cash paid during the period for
interest 146,642 68,035
=========== ===========
NON-CASH ACTIVITIES
In April 1994, the Company acquired certain property through the
assumption of notes and mortgage payable in the amount of $2,685,788.
</TABLE>
The accompanying notes are an integral part of these statements
8
<PAGE>
Bayport Restaurant Group, Inc. and Subsidiaries
BASIS OF PRESENTATION
RESULTS OF OPERATIONS FOR THE INTERIM PERIODS ARE NOT NECESSARILY INDICATIVE OF
THE RESULTS TO BE ATTAINED FOR THE ENTIRE PERIOD. IN THE OPINION OF THE COMPANY,
THE ACCOMPANYING UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS CONTAIN ALL
ADJUSTMENTS (CONSISTING ONLY OF NORMAL RECURRING ACCRUALS) NECESSARY TO PRESENT
FAIRLY THE CONSOLIDATED FINANCIAL POSITION AS OF JUNE 26, 1995 AND DECEMBER 26,
1994 AND RESULTS OF OPERATIONS AND CASH FLOWS FOR THE THREE AND SIX MONTHS ENDED
JUNE 26, 1995 AND JUNE 27, 1994. FOR A SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES AND ADDITIONAL FINANCIAL INFORMATION, SEE THE COMPANY'S ANNUAL REPORT
ON FORM 10-KSB FOR THE FISCAL YEAR ENDED DECEMBER 26, 1994 ("FORM 10-KSB").
EXCEPT AS OTHERWISE NOTED, ALL PER-SHARE INFORMATION IN THIS FORM 10-Q REFLECTS
THE ONE-FOR-FOUR REVERSE SPLIT EFFECTED ON AUGUST 18, 1993.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 The effective rate for income tax in 1995 has increased to 34% compared
to 28% utilized in 1994.
Note 2 In accordance with Statement of Financial Accounting Standards No. 115
("SFAS No. 115"), investment securities available for sale are carried
at fair value (market value), inclusive of unrealized gains and/or
losses, and net of discount accretion and premium amortization computed
using the level yield method. Net unrealized gains and losses are
reflected as a separate component to stockholders' equity, net of
applicable deferred taxes. Investment securities are designated for the
available for sale portfolios at the time of purchase. Management has
classified all of the Company's investment securities as available for
sale, as the Company will actively manage these assets to ensure it has
adequate funds available for its expansion program. Should any of these
assets be sold, gains and losses will be recognized based on the
specific-identification method.
9
<PAGE>
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
The Company's current ratio at June 26, 1995 was approximately
2.2 to 1, compared to approximately 4.1 to 1 at December 26,
1994. The decrease in the Company's current ratio is primarily
attributable to the decrease in investments in marketable
securities. The Company has used the proceeds from the sale of
the marketable securities to build new restaurants as part of
the Company's expansion program. Accounts receivable at June
26, 1995 includes approximately $775,000 due from a landlord
for construction of a Crab House Restaurant. Pursuant to its
lease, the Company had submitted its requisition for
reimbursement and received the above funds subsequent to June
26, 1995. The increase in prepaid expenses and pre-opening
costs at June 26, 1995 is primarily attributable to the costs
associated with opening new restaurants pursuant to the
Company's expansion program. The increase in property and
equipment at June 26, 1995 is the result of the new
restaurants opened year-to-date and the construction in
progress of new restaurants to be opened during 1995.
The note receivable at June 26, 1995 of $125,000 represents a
loan made to the Company's Chief Executive Officer, David J.
Connor on April 15, 1995. The Note bears interest at the rate
of 10% per annum, payable monthly, and is due and payable in
full on April 15, 1997.
The increase in Other Assets is primarily attributable to the
classification of the Company's investment in the Crab House
at the Grand Casino Hotel in Biloxi. Pursuant to its lease,
the Company will be reimbursed for its investment in this
restaurant over the next 7 - 10 years at the rate of
approximately $150,000 per year.
The increase in accounts payable and accrued expenses at June
26, 1995 compared to December 26, 1994 is primarily
attributable to the opening, operating and construction of new
restaurants.
Effective December 14, 1994, the Company and each of its
wholly-owned subsidiaries (the "Subsidiaries") entered into a
Revolving Credit and Term Loan Agreement (the "Credit
Agreement") with The First National Bank of Boston, as Agent,
and with The First National Bank of Boston and Capital Bank,
as "Lenders". In accordance with the Credit Agreement, the
Lenders have granted to the Company a credit facility in the
amount of $14.0 million. The credit facility is for a term of
seven years and is structured in two parts: (i) for the first
three years, the facility is structured as a revolving loan;
(ii) at the end of three years, so long as the Company is not
then in default under the Credit Agreement, the Company may
convert the amount then due and payable to the Lenders into a
term loan payable in quarterly principal installments over an
additional four year period. So long as the Company is not in
default under the Credit Agreement, no principal payments are
due during the period that the credit facility is structured
as a revolving loan. For all purposes hereunder, "Loans" shall
refer collectively to the revolving and term loan portions of
this credit facility.
The Company will pay interest on the Loans at the Bank's "Base
Rate", as announced from time to time, plus one-half percent
(.5%). Interest shall be payable monthly. Additionally, in
connection with the Loans, the Company has paid a closing fee
to the Lenders in the aggregate amount of $96,000, and will
pay the following additional fees to the Lenders: (i)
commencing after the first anniversary of the Credit
Agreement, a commitment fee equal to 3/8 of one percent on the
unused portion of the revolving loan; and (ii) a fee for early
termination of the revolving portion of the credit facility.
The Company's obligations to the Lenders under the Credit
Agreement are secured by a lien on all of the Company's
personal property, including account receivables, inventory,
equipment and general
10
<PAGE>
intangibles. The Loans are also secured by a pledge from the
Company of the outstanding common stock of each of the
Subsidiaries.
Under the Credit Agreement, the Company is required to comply
with certain affirmative and negative covenants. These
covenants require the Company to, among other things, maintain
adequate insurance on its properties, promptly pay all taxes
and other governmental assessments and charges, promptly
provide the Lenders with copies of its periodic reports filed
with the Securities and Exchange Commission and permit the
Lender to conduct periodic inspections of its operations. In
addition, these covenants place limitations on, among other
things, the Company's future borrowings, capital expenditures,
dividend payments and redemptions of securities. Furthermore,
the Credit Agreement requires the Company to maintain certain
minimum tangible net worth levels throughout the term of the
agreement and to remain in compliance with certain financial
ratios including, but not limited to, a leverage ratio, a
ratio of senior bank indebtedness to tangible net worth, a
ratio of senior bank indebtedness to earnings before taxes and
depreciation and amortization and a ratio of earnings before
taxes to interest expense. As of June 26, 1995, the Company
was in compliance with all of the financial ratios under the
Credit Agreement, and the Company believes it is currently in
compliance with all of the covenants of the Credit Agreement.
As of June 26, 1995, $6,500,000 was outstanding under the
Credit Agreement.
The Company expects that its current working capital, cash
flow from operations, and the proceeds from the credit
facility described above will be sufficient to open all of the
restaurants scheduled to open in 1995 and several of the
restaurants scheduled to open in 1996. The Company intends to
seek to raise additional capital to continue its expansion
program. While the Company anticipates that it will be able to
raise the capital required to continue its expansion program
during future periods, there can be no assurance of this fact.
RESULTS OF OPERATIONS
Total revenues for the quarter ended June 26, 1995 were
$13,334,299 representing an increase of approximately 34% over
total revenues of $9,944,485 for the same quarter of 1994. The
increase in total revenues is attributable to same store sales
increases of 4.6% and the opening of three (3) additional
restaurants from period to period. Additionally, the Company's
seafood processing plant in North Carolina had a 79% increase
in sales for the quarter ended June 26, 1995 over the
corresponding quarter last year. Total revenues for the six
months ended June 26, 1995 were $25,763,245, an increase of
35% over total revenues for the six months ended June 27,
1994. An increase in same store sales for the six months ended
June 26, 1995 of 6.6% and the opening of five (5) additional
restaurants contributed to the increase in total revenues for
the six month period ended June 26, 1995 (two of the five
restaurants were opened during the first 6 months of 1994).
Additionally, for the six months ended June 26, 1995, sales at
the Company's processing plant increased approximately 102%
over those for the same period last year.
Cost of sales as a percentage of restaurant sales was 35.7%
and 35.0% for the quarter and six months ended June 27, 1994,
respectively compared to 35.2% and 35.0% for the quarter and
six months ended June 26, 1995. Operating expenses (consisting
primarily of payroll, occupancy, and other operating expenses)
as a percentage of restaurant sales decreased for the three
months and six months ended June 26, 1995 over the same
periods in 1994 from 48.8% to 47.3% for the three month period
and from 48.2% to 46.9% for the six month period. The decrease
in operating expenses as a percentage of restaurant sales
results from a reduction of payroll and related expenses and
from increased sales at existing restaurant locations. Store
operating income for the second quarter of 1995 increased to
17.5% from 15.5% for same quarter in 1994. Store operating
income for the six months ended June 26, 1995 increased to
18.0% from 16.7% for the corresponding period last year. For
the three months and six months ended June 26, 1995, the
Company's processing plant incurred losses of $123,186 and
$232,068 respectively compared to losses of $27,908 and $5,319
for the same period in 1994. The losses are
11
<PAGE>
primarily attributable to the cost and availability of Blue
Crabs, which significantly impacted production and overhead
costs, and to an increase in general administrative costs
relating to the plant operations.
General and administrative expenses ("G&A") expenses for the
quarter and six months ended June 26, 1995 were $1,186,883 and
$2,109,211 respectively, representing an increase of 35.2% and
21.4% respectively over the first quarter and six month period
ended June 27, 1994. The increase in G&A expenses for the
three months and six months ended June 26, 1995 resulted
principally from the increased personnel at the corporate
level and the addition of two regional managers for the
supervision of restaurant operations. G&A expenses as a
percentage of total revenues for the second quarter and six
month period ended June 26, 1995 was 8.9% and 8.2%
respectively. This compares to 8.8% and 9.1% for the
corresponding periods in 1994.
Restaurant opening expenses increased to $116,460 and $215,710
for the quarter and six month period ended June 26, 1995. The
increase results from the amortization of the costs incurred
in the opening of additional restaurants. The Company
anticipates that restaurant opening expenses will increase
significantly during future periods as the Company opens
additional restaurants under its current expansion program.
Earnings before income taxes for the second quarter and six
month period ended June 26, 1995 increased by 36.6% and 31.2%
over the same periods in 1994. Net earnings for the second
quarter and six months ended June 26, 1995 were $407,033 and
$1,001,774 respectively which represent and increase of 25.3%
and 20.2% respectively over the second quarter and six months
ended June 27, 1994. For 1995, income tax expense increased to
an effective rate of 34% compared to the 28% effective tax
rate recorded in 1994. The increase in earnings is
attributable to increased sales at the Company's restaurants,
improvement in store operating margins and the opening of
additional restaurants.
12
<PAGE>
PART II - OTHER INFORMATION
Item 1. LITIGATION
Not applicable.
Item 2. CHANGES IN SECURITIES
Not applicable.
Item 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES-HOLDERS
On June 2, 1995, the Company held its Annual Meeting of
Shareholders. At the meeting, actions (a) and (b) below were
approved and action (c) not approved by more than a majority
of the outstanding common stock:
(a) the shareholders elected the following persons to serve as
directors of the Company until the 1997 annual meeting of
shareholders:
William D. Korenbaum
Albert Clapps
Thomas Hitchner
(b) the shareholders approved the Company's 1995 stock option
plan (which is described in the Company's Proxy Statement,
dated April 17, 1995).
(c) the shareholders did not approve to amend the Company's
Articles of Incorporation to add provisions to the current
Articles which:
1. prohibit the removal of directors without cause
and only by extraordinary supermajority votes;
2. require extraordinary supermajority votes for
certain business combinations;
3. prohibit shareholders from convening a special
meeting and from acting by written consent.
After the meeting, the terms of Directors David J. Connor,
Arthur H. Kaplan, Aloysius Rossi, Martin Rudolph and Robert
Stetson continued.
Item 5. OTHER INFORMATION
None.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) Exhibits
(B) Reports of Form 8-K
There were no reports on Form 8-K filed during the period.
13
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
BAYPORT RESTAURANT GROUP, INC.
SIGNATURE TITLE DATE
--------- ----- ----
/S/ WILLIAM D. KORENBAUM President, Chief August 8, 1995
--------------------------- Financial and
William D. Korenbaum Operating Officer
/S/ DAVID J. KIRINCIC Controller and Chief August 8, 1995
--------------------------- Accounting Officer
David J. Kirincic
14
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM 10-Q
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-25-1995
<PERIOD-END> JUN-26-1995
<CASH> 1,875,468
<SECURITIES> 1,537,717
<RECEIVABLES> 2,082,937<F1>
<ALLOWANCES> 0
<INVENTORY> 2,845,371
<CURRENT-ASSETS> 9,986,770
<PP&E> 22,468,377<F2>
<DEPRECIATION> 0
<TOTAL-ASSETS> 35,625,278
<CURRENT-LIABILITIES> 4,512,972
<BONDS> 9,042,848<F3>
<COMMON> 9,515
0
24,462
<OTHER-SE> 22,035,481
<TOTAL-LIABILITY-AND-EQUITY> 35,625,278
<SALES> 25,707,455
<TOTAL-REVENUES> 25,763,245
<CGS> 0<F4>
<TOTAL-COSTS> 24,245,405
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1,517,840
<INCOME-TAX> 516,066
<INCOME-CONTINUING> 1,001,774
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,001,774
<EPS-PRIMARY> .10
<EPS-DILUTED> .10
<FN>
<F1>Net of allowances.
<F2>Net of depreciation.
<F3>Includes Long-Term Obligations, Due to Related Parties and Deferred Income Taxes.
<F4>Not applicable.
</FN>
</TABLE>
