<PAGE> 1
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, 1996
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR l5(d) OF THE SECURITIES
- ----- EXCHANGE ACT OF 1934
For the transition period from ______ to ______
Commission file number 0-19253
-------
Au Bon Pain Co., Inc.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 04-2723701
--------------------------------- -------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
19 Fid Kennedy Avenue, Boston, MA 02210
---------------------------------------- ----------
(Address of principal executive offices) (Zip code)
(617) 423-2100
----------------------------------------------------
(Registrant's telephone number, including area code)
-----------------------------
(Former name, former address and former fiscal year,
if changed from last report)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 and 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
----- -----
As of August 22, 1996, 10,049,720 shares and 1,647,399 shares of the
registrant's Class A and Class B Common Stock, respectively, $.0001 par value,
were outstanding.
<PAGE> 2
AU BON PAIN CO., INC.
INDEX
PART I. FINANCIAL INFORMATION PAGE
- ------- --------------------- ----
ITEM 1. FINANCIAL STATEMENTS........................ 3
Consolidated Balance Sheets as of
July 13, 1996 and December 30, 1995......... 3
Consolidated Statements of Operations
for the twelve and twenty-eight weeks
ended July 13, 1996 and July 15, 1995....... 4
Consolidated Statements of Cash Flows
for the twenty-eight weeks ended
July 13, 1996 and July 15, 1995............. 5
Notes to Consolidated Financial Statements.. 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.................................. 8
PART II. OTHER INFORMATION
- -------- -----------------
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS............................ 11
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K............ 11
2
<PAGE> 3
Item 1. Financial Statements
AU BON PAIN CO., INC.
<TABLE>
CONSOLIDATED BALANCE SHEETS
<CAPTION>
July 13, December 30,
1996 1995
------------ ------------
ASSETS (unaudited)
- ------
<S> <C> <C>
Current assets:
Cash and cash equivalents ................. $ 8,620,582 $ 6,419,646
Accounts receivable ....................... 6,124,708 6,595,708
Inventories ............................... 8,332,262 7,776,222
Prepaid expenses .......................... 2,560,182 2,696,591
Refundable income taxes ................... 611,470 694,053
Deferred income taxes ..................... 2,936,095 2,936,095
------------ ------------
Total current assets ................. 29,185,299 27,118,315
------------ ------------
Property and equipment, less accumulated
depreciation and amortization ................ 122,267,758 121,155,401
------------ ------------
Other assets:
Notes receivable .......................... 2,677,160 2,253,578
Intangible assets, net of accumulated
amortization ............................ 34,352,595 35,109,939
Deferred financing costs .................. 551,624 479,247
Deposits and other ........................ 4,767,576 4,789,101
Deferred income taxes ..................... 2,112,682 2,112,682
------------ ------------
Total other assets ................... 44,461,637 44,744,547
------------ ------------
Total assets ......................... $195,914,694 $193,018,263
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current liabilities:
Accounts payable .......................... $ 15,451,866 $ 10,320,830
Accrued expenses .......................... 9,336,529 11,617,889
Current maturities of long term debt ...... 8,099,000 4,333,000
------------ ------------
Total current liabilities ............ 32,887,395 26,271,719
Long-term debt, less current maturities ........ 37,177,729 42,502,362
Convertible Subordinated Notes ................. 30,000,000 30,000,000
------------ ------------
Total liabilities .................... 100,065,124 98,774,081
------------ ------------
Minority interest .............................. 914,003 1,005,995
------------ ------------
Stockholders' equity:
Common stock, $.0001 par value:
Preferred Stock, $.0001 par value:
Class B, shares authorized 2,000,000;
issued and outstanding none and 20,000
in 1996 and 1995, respectively .............. - 2
Class A, shares authorized 50,000,000;
issued and outstanding 10,039,856 and
9,929,278 in 1996 and 1995, respectively .... 1,004 993
Class B, shares authorized 2,000,000;
issued and outstanding 1,665,362 and
1,706,878 in 1996 and 1995, respectively .... 167 171
Additional paid-in capital .................... 67,178,153 66,891,534
Retained earnings ............................. 27,756,243 26,345,487
------------ ------------
Total stockholders' equity ........... 94,935,567 93,238,187
------------ ------------
Total liabilities and
stockholders' equity ............... $195,914,694 $193,018,263
============ ============
</TABLE>
3
<PAGE> 4
AU BON PAIN CO., INC.
<TABLE>
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
<CAPTION>
for the 12 weeks ended for the 28 weeks ended
-------------------------- ----------------------------
July 13, July 15, July 13, July 15,
1996 1995 1996 1995
----------- ----------- ------------ ------------
<S> <C> <C> <C> <C>
Revenues:
Restaurant sales ... $51,930,819 $49,573,309 $118,660,229 $109,587,857
Franchise sales and
other revenues .... 2,497,853 1,915,887 5,209,227 4,886,784
----------- ----------- ------------ ------------
54,428,672 51,489,196 123,869,456 114,474,641
Costs and expenses:
Cost of food and
paper products ... 19,150,944 17,491,251 43,437,024 38,765,507
Restaurant operating
expenses:
Labor .......... 13,845,981 13,444,585 31,824,909 30,184,134
Occupancy ...... 6,974,822 6,479,983 14,367,772 12,164,143
Other .......... 6,313,494 6,638,023 13,960,328 13,821,135
----------- ----------- ------------ ------------
27,134,297 26,562,591 60,153,009 56,169,412
Depreciation and
amortization ..... 3,657,092 3,422,961 8,513,604 8,010,965
General and
administrative
expenses ......... 3,154,768 2,603,391 7,594,280 6,591,595
----------- ----------- ------------ ------------
53,097,101 50,080,194 119,697,917 109,537,479
----------- ----------- ------------ ------------
Operating income ..... 1,331,571 1,409,002 4,171,539 4,937,162
Interest expense, net 893,252 770,560 2,193,335 1,502,416
Other expense, net ... 871,642 370,710 1,432,064 820,919
Minority interest .... (6,313) (30,539) 3,935 (13,143)
----------- ----------- ------------ ------------
Income (loss) before
provision for
income taxes ....... (427,010) 298,271 542,205 2,626,970
Provision (benefit) for
income taxes ....... (1,040,426) (32,128) (868,551) 696,672
----------- ----------- ------------ ------------
Net income ........... $ 613,416 $ 330,399 $ 1,410,756 $ 1,930,298
=========== =========== ============ ============
Net income per
common share ....... $ 0.05 $ 0.03 $ 0.12 $ 0.16
=========== =========== ============ ============
Weighted average
number of common
and common
equivalent shares
outstanding ........ 11,854,218 11,715,570 11,885,023 11,718,530
=========== =========== ============ ============
</TABLE>
4
<PAGE> 5
AU BON PAIN CO., INC.
<TABLE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
<CAPTION>
for the 28 weeks ended
----------------------------
July 13, July 15,
1996 1995
------------ ------------
<S> <C> <C>
Cash flows from operations:
Net income ........................................ $ 1,410,756 $ 1,930,298
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization ..................... 8,513,604 8,011,001
Amortization of deferred financing costs .......... 74,917 36,253
Provision for losses on accounts receivable ....... 37,240 34,612
Minority interest ................................. 3,935 4,253
Expenditures towards closing of stores ............ (123,736) -
Changes in operating assets and liabilities:
Accounts receivable ............................... 433,760 6,476
Inventories ....................................... (556,040) (811,745)
Prepaid expenses .................................. 136,409 (2,740,326)
Refundable income taxes ........................... 82,583 -
Accounts payable .................................. 5,131,036 803,259
Accrued expenses .................................. (2,576,624) 898,228
------------ ------------
Net cash provided by operating activities ....... 12,986,840 8,172,309
------------ ------------
Cash flows from investing activities:
Additions to property and equipment ............... (8,840,559) (23,408,109)
Payments received on notes receivable ............. 51,375 31,622
Increase in intangible assets ..................... (28,058) (1,283)
Decrease in deposits and other .................... 21,525 152,108
Increase in notes receivable ...................... (474,957) -
------------ ------------
Net cash used in investing activities ........... (9,270,674) (23,225,662)
------------ ------------
Cash flows from financing activities:
Exercise of employee stock options ................ 286,624 306,097
Proceeds from long-term debt issuance
net of deferred financing costs ................. 36,970,366 47,499,376
Principal payments on long-term debt .............. (38,528,999) (32,567,524)
Deferred financing costs .......................... (147,294) (30,437)
(Decrease) in minority interest ................... (95,927) (228,472)
------------ ------------
Net cash (used) provided by financing
activities .................................... (1,515,230) 14,979,040
------------ ------------
Net increase (decrease) in cash and cash
equivalents .......................................... 2,200,936 (74,313)
------------ ------------
Cash and cash equivalents, at beginning of period ...... 6,419,646 992,432
------------ ------------
Cash and cash equivalents, at end of period............. $ 8,620,582 $ 918,119
============ ============
Supplemental cash flow information:
Cash paid in the period for:
Interest .......................................... $ 3,269,574 $ 2,509,383
Income taxes ...................................... $ 271,209 $ 1,045,005
</TABLE>
5
<PAGE> 6
Notes to Consolidated Financial Statements
Note A - Basis of Presentation
The accompanying unaudited, consolidated financial statements of Au Bon
Pain Co., Inc. and Subsidiaries (the "Company") have been prepared in accordance
with instructions to Form 10-Q and, therefore, do not include all information
and footnotes normally included in financial statements prepared in conformity
with generally accepted accounting principles. They should be read in
conjunction with the financial statements of the Company for the fiscal year
ended December 30, 1995.
The accompanying financial statements are unaudited and include all
adjustments (consisting of normal recurring adjustments and accruals) that
management considers necessary for a fair presentation of its financial position
and results of operations for the interim periods, and are not necessarily
indicative of the results that may be expected for the entire year.
Note B - Franchise Fees
Fees from the sale of area development rights and individual franchises are
recognized as revenue upon the completion of all commitments related to the
agreements and, for the sale of individual franchises, upon the commencement of
franchise operations.
Note C - Earnings Per Share
Income per share is based on the weighted average number of shares
outstanding during the period after consideration of the dilutive effect, if
any, for stock options and convertible debt. Fully diluted net income per share
has not been presented as the amount would not differ significantly from that
presented.
Note D - Commitments
The Company currently has international franchise development agreements
with developers in Chile, certain other South American countries, Thailand,
Indonesia, The Philippines, and the Canary Islands. Under these agreements, the
Company has granted exclusive development rights to franchise and operate Au Bon
Pain bakery cafes in the respective country or countries. These agreements
generally require the payment of up front development fees, a franchise fee for
each Au Bon Pain bakery cafe opened and royalties from the sale of products from
each bakery cafe. The developer is, in most instances, required to open bakery
cafes according to a specific minimum schedule. The Company may also agree to
provide advice, consultation and training for the development of a frozen dough
plant. The franchisee is required to purchase all of its croissants, muffins and
cookies from the Company until the opening of its own frozen dough plant,
subject to importation regulations and restrictions.
6
<PAGE> 7
Note E - Company-Owned Life Insurance
During fiscal year 1994, the Company established a company-owned life
insurance program covering a substantial portion of its employees. At July 13,
1996, the cash surrender value and prepaid premiums of $66.7 million and the
insurance policy loans of $65.7 million were netted and included in other assets
on the consolidated balance sheet. The loans are collateralized by the cash
values of the underlying life insurance policies and require interest payments
of 10.96%.
Note F - Non-Recurring Charge
During the third quarter of fiscal year 1995, the Company recorded a
non-recurring pre-tax charge of $8.5 million (of which $124,000 was accrued as
of July 13, 1996) principally to cover the expected costs of closing certain
under-performing restaurants. The components of the non-recurring charge include
cash costs of approximately $2.1 million for lease obligations, professional and
consulting services, employee relocation and termination costs and noncash
charges of approximately $6.4 million related to fixed asset disposals. This
amount has been reflected in the consolidated statements of operations as a
non-recurring charge. Amounts included in the non-recurring charge were based on
the Company's best business judgment under prevailing circumstances, and on
assumptions which may be revised over time as circumstances change. The store
closures are expected to be completed in fiscal 1996. As of August 22, 1996,
nine stores have been closed in 1996. For the twelve weeks ended July 13, 1996
and July 15, 1995, the stores included in the reserve had sales of $2,062,906
and $2,941,865, respectively, and pre-tax losses of $387,321 and $533,384,
respectively. For the twenty-eight weeks ended July 13, 1996 and July 15, 1995,
the stores included in the reserve had sales of $5,249,580 and $6,652,032,
respectively, and pre-tax losses of $620,368 and $1,012,293, respectively.
Note G - Subsequent Event
On July 24, 1996, the Company issued $15 million senior subordinated
debentures maturing in July, 2000. The debentures accrue interest at varying
fixed rates over the four year term, ranging between 11.25% and 14.0%. In
connection with the private placement, warrants were issued to purchase between
400,000 and 580,000 shares of the Company's Class A common stock, depending on
the term which the debentures remain outstanding and certain future events.
7
<PAGE> 8
Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
<TABLE>
The following table sets forth the percentage relationship to total
revenues of certain items included in the Company's consolidated statements of
operations for the period indicated:
<CAPTION>
For the For the
12 weeks ended 28 weeks ended
------------------ ------------------
July 13, July 15, July 13, July 15,
1996 1995 1996 1995
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Revenues:
Restaurant sales............ 95.4% 96.3% 95.8% 95.7%
Franchise sales and other
revenues.................. 4.6 3.7 4.2 4.3
----- ----- ----- -----
100.0% 100.0% 100.0% 100.0%
Costs and expenses:
Cost of food and paper
products.................. 35.2% 34.0% 35.1% 33.8%
Restaurant operating
expenses.................. 49.9 51.6 48.6 49.1
Depreciation and
amortization.............. 6.7 6.6 6.9 7.0
General and administrative.. 5.8 5.1 6.0 5.8
----- ----- ----- -----
97.6 97.3 96.6 95.7
----- ----- ----- -----
Operating margin................. 2.4 2.7 3.4 4.3
Interest expense, net............ 1.6 1.5 1.8 1.3
Other expense, net............... 1.6 0.7 1.2 0.7
Minority interest................ - (0.1) - -
----- ----- ----- -----
Income before provision for
income taxes................... (0.8) 0.6 0.4 2.3
Provision for income taxes....... (1.9) - (0.7) 0.6
----- ----- ----- -----
Net income........................ 1.1% 0.6% 1.1% 1.7%
===== ===== ===== =====
</TABLE>
General
The Company's revenues are derived from restaurant sales and franchise
sales and other revenues. Franchise sales and other revenues include sales of
frozen dough products to franchisees and others, royalty income and franchise
fees. Certain expenses (cost of food and paper products, restaurant operating
expenses, and depreciation and amortization) relate primarily to restaurant
sales, while general and administrative expenses relate to all areas of revenue
generation.
The Company's fiscal year ends on the last Saturday in December. The
Company's fiscal year normally consists of 13 four-week periods, with the first,
second and third quarters ending 16 weeks, 28 weeks and 40 weeks, respectively,
into the fiscal year.
8
<PAGE> 9
Results of Operations
Total revenues increased 5.7% in the second quarter of 1996 to $54.4
million from $51.5 million in the second quarter of 1995. For the year-to-date
period, total revenues increased 8.2% versus the previous year-to-date.
Restaurant sales increased 4.7% for the twelve weeks ended July 13, 1996 to 51.9
million from 49.6 million for the comparable quarter of 1995, principally due to
the combined impact of the 35 new Company-operated Au Bon Pain and Saint Louis
Bread bakery cafes opened throughout 1995. The Saint Louis Bread business unit
restaurant sales increased 35.3% to $12.6 million for the second quarter and
47.4% year-to-date. The Au Bon Pain business unit total revenues increased only
nominally to $41.6 million and $95.1 million for the second quarter and first
half of 1996, respectively. Comparable restaurant sales for the second quarter
increased by 0.9% in the Au Bon Pain business unit and increased by 9.1% in the
Saint Louis Bread business unit. Completion of the roll-out of a new sandwich
program in the Au Bon Pain business unit during the quarter helped to increase
sales, despite unusual softness in sales during the Fourth of July holiday week.
The improvement in comparable restaurant sales at Saint Louis Bread was driven
principally though the successful introduction of a new sourdough bagel
statement and continued improvement in operational execution.
Operating income in the second quarter of 1996 decreased 5% to 1,332,000
versus 1,409,000 in the 1995 second quarter, as operating margin was 2.4% in the
second quarter of 1996 versus 2.7% in the second quarter of 1995. The decrease
in operating margin was primarily due to an increase in food and paper costs as
a percentage of sales, which was the result of issues in the Company's
manufacturing operation. Significant flour and butter cost increases and the
anticipated cost of opening the Company's new production facility in Missouri
contributed to higher food and paper costs. Despite the manufacturing related
issues, both retail businesses showed margin improvement in retail food costs
and restaurant operating expenses in the second quarter of 1996 versus the 1995
second quarter, resulting in higher store-level operating margins versus the
prior year for the quarter. In addition, general and administrative costs as a
percentage of sales increased principally due to the build-out of the Saint
Louis Bread management team.
Operating margin in Au Bon Pain business unit decreased by 1.4 points in
the second quarter of 1996 from the second quarter of 1995. Transition costs
associated with the opening of the new production facility in Missouri, along
with higher flour and butter costs resulted in a 1.7 point increase in food and
paper costs as a percentage of total revenues versus the second quarter of 1995.
Partially offsetting the increase was a 1.1 point decrease in percentage
restaurant operating expenses in the second quarter of 1996, as programs
initiated in early 1996 began to reduce labor and store expenses.
Operating margin in the Saint Louis Bread business unit improved by 4.1
points in the second quarter of 1996 versus the second quarter of 1995, the
third consecutive quarter with significantly improved margins versus the
comparable prior year's quarter. Strongly positive same store sales growth
helped leverage fixed costs, and focus on operational execution enabled the new
management team to reduce percentage restaurant operating expenses by 3.3 points
and percentage food and paper costs by 1.5 points in the second quarter of 1996
versus the prior year's second quarter.
Net income increased to $613,000 in the second quarter of 1996 from
$330,000 in the previous year's second quarter, as slightly lower operating
income and higher interest expense was more than offset by tax credits
9
<PAGE> 10
stemming from the Company's corporate-owned life insurance program. The COLI
program added $827,000 of related expenses to other expense in the second
quarter of 1996, also representing the principal factor in the tax benefit of
$1.0 million recognized in the quarter.
Liquidity and Capital Resources
The Company's principal requirements for cash are for capital expenditures
for constructing and equipping new bakery cafes and maintaining or remodeling
existing bakery cafes, working capital and acquisitions. To date, the Company
has met its requirements for capital with cash from operations, proceeds from
the sale of equity and debt securities and bank borrowings.
Total capital expenditures for the twenty-eight weeks ended July 13, 1996
of $8.8 million were related primarily to the construction of a second frozen
dough production facility in Mexico, Missouri. The expenditures were funded by
net proceeds of an $8.6 million industrial revenue bond issued by the City of
Mexico, Missouri in connection with the construction of the new production
facility and by net cash from operating activities of $5.3 million.
In July 1995, the Company obtained an $8.6 million industrial development
bond to fund the construction of a second production facility in Mexico,
Missouri. The bond was issued by the City of Mexico, Missouri, and secured by an
$8.7 million letter of credit issued by a commercial bank. Interest accrues at a
weekly floating rate, which was 2.5% on July 13, 1996.
The Company has a $35 million unsecured revolving line of credit which
bears interest at either the commercial bank's prime rate or LIBOR plus an
amount ranging between .75% and 3.0%, depending upon certain financial tests. At
July 13, 1996, $31.0 million was outstanding under the line of credit and an
additional $1.8 million of the remaining availability was utilized by
outstanding letters of credit issued by the bank on behalf of the Company. In
addition, at July 13, 1996 the Company had a $3.6 million term loan outstanding,
collateralized by an office building located in Woburn, MA. The term loan
matures on March 15, 2000.
The Company currently anticipates spending approximately $20 million in
1996 for capital expenditures, principally for the opening new bakery cafes and
completion of the construction of the second frozen dough facility in Mexico,
Missouri. The Company expects to fund these expenditures principally through
internally generated cash flow and the remaining net proceeds of the industrial
revenue bond.
On July 24, 1996, the Company issued $15 million senior subordinated
debentures maturing in July, 2000. The debentures accrue interest at varying
fixed rates over the four year term, ranging between 11.25% and 14.0%. In
connection with the private placement, warrants were issued to purchase between
400,000 and 580,000 shares of the Company's Class A common stock, depending on
the term which the debentures remain outstanding and certain future events. The
net proceeds of the financing were used to reduce the amount outstanding under
the Company's bank revolving line of credit. With the senior subordinated
financing and the Company's existing revolving line of credit, the Company's
management believes it has the capital resources necessary to meet its growth
goals through 1998.
10
<PAGE> 11
PART II. OTHER INFORMATION
- -------- -----------------
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
(a) The annual meeting of shareholders was held on May 23, 1996.
(b) Not required. See Instruction 3.
(c) Set forth below is a brief description of each matter voted upon at
the meeting, including the number of votes cast for, against or withheld, as
well as the number of abstentions and broker non-votes as to each such matter,
and including a separate tabulation with respect to each nominee for office:
<TABLE>
1. Election of Directors.
<CAPTION>
Class A Class B
-------------------- --------------------
Number of Shares Number of Votes
-------------------- --------------------
Withhold Withhold
For Authority For Authority
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Francis W. Hatch 7,670,924 75,580 4,302,318 0
Ronald M. Shaich 7,671,857 74,647 4,302,318 0
</TABLE>
<TABLE>
2. To ratify appointment of Coopers & Lybrand L.L.P. as auditors for the
Company.
<CAPTION>
Number of Shares Number of Votes
---------------- ---------------
<S> <C> <C>
For 9,142,063 12,101,275
Against 26,428 26,428
Abstain 17,579 17,579
</TABLE>
<TABLE>
3. To transact such other business as may properly come before the
meeting.
<CAPTION>
Number of Shares Number of Votes
---------------- ---------------
<S> <C> <C>
For No Vote Taken No Vote Taken
Against
Abstain
</TABLE>
ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K.
(a) Not applicable.
(b) Au Bon Pain Co., Inc. did not file any reports on Form 8-K during
the quarter ended July 13, 1996.
11
<PAGE> 12
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.
AU BON PAIN CO., INC.
---------------------
(Registrant)
Dated: August 23, 1996 By: /s/ LOUIS I. KANE
----------------------------------------
Louis I. Kane
Co-Chairman
Dated: August 23, 1996 By: /s/ RONALD M. SHAICH
----------------------------------------
Ronald M. Shaich
Co-Chairman and
Chief Executive Officer
Dated: August 23, 1996 By: /s/ ANTHONY J. CARROLL
----------------------------------------
Anthony J. Carroll
Vice President and
Chief Financial Officer
12
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-28-1996
<PERIOD-START> DEC-31-1995
<PERIOD-END> JUL-13-1996
<EXCHANGE-RATE> 1
<CASH> 8,620,582
<SECURITIES> 0
<RECEIVABLES> 8,861,510
<ALLOWANCES> 59,642
<INVENTORY> 8,332,262
<CURRENT-ASSETS> 29,185,299
<PP&E> 193,398,275
<DEPRECIATION> 71,130,517
<TOTAL-ASSETS> 195,914,694
<CURRENT-LIABILITIES> 32,887,395
<BONDS> 67,177,729
<COMMON> 1,171
0
0
<OTHER-SE> 94,934,396
<TOTAL-LIABILITY-AND-EQUITY> 195,914,694
<SALES> 118,660,229
<TOTAL-REVENUES> 123,869,456
<CGS> 43,437,024
<TOTAL-COSTS> 43,437,024
<OTHER-EXPENSES> 76,260,893
<LOSS-PROVISION> 37,240
<INTEREST-EXPENSE> 3,625,399
<INCOME-PRETAX> 542,205
<INCOME-TAX> (868,551)
<INCOME-CONTINUING> 1,410,756
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,410,756
<EPS-PRIMARY> 0.12
<EPS-DILUTED> 0.12
</TABLE>
