<PAGE>
UNITED STATES
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 30, 1996
------------------------------------------
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 Number: 0-19542
------------------
APPLE SOUTH, INC.
(Exact name of registrant as specified in its charter)
Georgia 59-2778983
- ------------------------------ -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Hancock at Washington, Madison, GA 30650
---------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
706-342-4552
------------
(Registrant's telephone number, including area code)
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.
X Yes No
---- ----
As of August 12, 1996, there were 38,500,991 shares of common stock of the
Registrant outstanding.
<PAGE>
APPLE SOUTH, INC.
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 1996
INDEX
Part I - Financial Information Page
- ------------------------------ ----
Item 1 - Consolidated Financial Statements:
Consolidated Statements of Earnings . . . . . . . . . . . . . .3
Consolidated Balance Sheets . . . . . . . . . . . . . . . . . .4
Consolidated Statement of Shareholders' Equity. . . . . . . . .5
Consolidated Statements of Cash Flows . . . . . . . . . . . . .6
Notes to Consolidated Financial Statements. . . . . . . . . . .7
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations . . . . . . . . .9
Part II - Other Information
- ---------------------------
Item 2 - Changes in Securities . . . . . . . . . . . . . . . . . . . . .11
Item 4 - Submission of Matters to a Vote of Security Holders . . . . . .11
Item 6 - Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . 12
Signature . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Page 2
<PAGE>
PART 1 - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
APPLE SOUTH, INC.
CONSOLIDATED STATEMENTS OF EARNINGS
(In thousands, except per share data)
(UNAUDITED)
<TABLE>
<CAPTION>
QUARTER ENDED SIX MONTHS ENDED
- ----------------------------------------------------------------------------------------------------------
JUNE 30, JULY 2, JUNE 30, JULY 2,
1996 1995 1996 1995
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Restaurant sales:
Applebee's $ 94,950 74,808 184,527 137,039
Don Pablo's 32,773 20,737 59,868 38,087
Harrigan's 5,503 5,703 11,276 11,384
Tomato Rumba's 1,668 4,827 3,526 8,487
Hardee's 2,051 2,056 4,081 4,198
- ----------------------------------------------------------------------------------------------------------
Total restaurant sales 136,945 108,131 263,278 199,195
- ----------------------------------------------------------------------------------------------------------
Restaurant operating expenses:
Food and beverage 37,386 30,026 72,118 55,058
Payroll and benefits 39,300 31,562 76,950 58,867
Depreciation and amortization 5,531 4,136 10,826 7,679
Other operating expenses 30,085 23,786 58,722 44,644
- ----------------------------------------------------------------------------------------------------------
Total restaurant operating expenses 112,302 89,510 218,616 166,248
- ----------------------------------------------------------------------------------------------------------
Income from restaurant operations 24,643 18,621 44,662 32,947
General and administrative expenses 6,734 5,426 13,176 10,093
Asset revaluation charges - - 19,800 -
- ----------------------------------------------------------------------------------------------------------
Operating income 17,909 13,195 11,686 22,854
- ----------------------------------------------------------------------------------------------------------
Other income (expense):
Interest expense (2,122) (1,437) (4,065) (2,713)
Interest income 8 169 65 381
Other, net (543) (335) (1,021) (434)
- ----------------------------------------------------------------------------------------------------------
Total other income (expense) (2,657) (1,603) (5,021) (2,766)
- ----------------------------------------------------------------------------------------------------------
Earnings before income taxes 15,252 11,592 6,665 20,088
Income taxes 5,475 4,175 2,375 7,275
- ----------------------------------------------------------------------------------------------------------
Net earnings $ 9,777 7,417 4,290 12,813
- ----------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------
Earnings per common and
common equivalent share $ 0.25 0.19 0.11 0.34
- ----------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------
Weighted average common and common
equivalent shares outstanding 39,746 38,730 39,754 37,593
- ----------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to consolidated financial statements.
Page 3
<PAGE>
Apple South, Inc.
Consolidated Balance Sheets
(In thousands, except share data)
(UNAUDITED)
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
June 30, December 31,
1996 1995
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ 2,128 4,806
Short-term investments 54 377
Accounts receivable 3,649 3,506
Inventories 6,143 5,416
Prepaid expenses and other 6,102 5,282
- --------------------------------------------------------------------------------------------------------------
Total current assets 18,076 19,387
Premises and equipment, net 328,521 303,077
Franchise costs, net 5,266 4,920
Goodwill, net 37,361 38,375
Other assets 11,304 3,379
- --------------------------------------------------------------------------------------------------------------
$ 400,528 369,138
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable $ 12,678 13,489
Accrued liabilities 21,529 20,282
Current installments of long-term debt 2,401 3,207
Income taxes - 187
- --------------------------------------------------------------------------------------------------------------
Total current liablilites 36,608 37,165
Long-term debt 161,487 118,726
Deferred income taxes 9,500 10,026
- --------------------------------------------------------------------------------------------------------------
Total liabilities 207,595 165,917
- --------------------------------------------------------------------------------------------------------------
Shareholders' equity:
Preferred stock, $0.01 par value. Authorized 10,000,000 shares;
none issued - -
Common stock, $0.01 par value. Authorized 75,000,000 shares;
39,116,432 issued in 1996 and 39,079,261 issued in 1995 391 391
Additional paid-in capital 138,531 142,355
Retained earnings 64,217 60,475
Treasury stock at cost; 411,180 shares in 1996 (10,206) -
- --------------------------------------------------------------------------------------------------------------
Total shareholders' equity 192,933 203,221
- --------------------------------------------------------------------------------------------------------------
$ 400,528 369,138
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to consolidated financial statements.
Page 4
<PAGE>
APPLE SOUTH, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(In thousands, except per share amounts)
(UNAUDITED)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
ADDITIONAL TOTAL
COMMON STOCK PAID-IN RETAINED TREASURY SHAREHOLDERS'
SHARES AMOUNT CAPITAL EARNINGS STOCK EQUITY
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
BALANCE AT DECEMBER 31, 1995 39,079 $391 $142,355 $60,475 $203,221 -
Net earnings (loss) - - - (5,487) - (5,487)
Purchase of common stock - - - - (8,215) (8,215)
Common stock issued to ESPP 5 - 100 - - 100
Common stock issued to ESOP - - (21) - 271 250
Exercise of options - - (4,228) - 4,698 470
Tax effect of exercise of options by employees - - 1,498 - - 1,498
Cash dividends ($0.006 per share) - - - (235) - (235)
- ------------------------------------------------------------------------------------------------------------------
BALANCE AT MARCH 31, 1996 39,084 $391 $139,704 $54,753 ($3,246) $191,602
- ------------------------------------------------------------------------------------------------------------------
Net earnings - - - 9,777 - 9,777
Purchase of common stock - - - - (10,725) (10,725)
Common stock issued to ESPP - - (2) - 98 96
Exercise of options 32 - (2,557) - 3,667 1,110
Tax effect of exercise of options by employees - - 1,386 - - 1,386
Cash dividends ($0.008 per share) - - - (313) - (313)
- ------------------------------------------------------------------------------------------------------------------
BALANCE AT JUNE 30, 1996 39,116 $391 $138,531 $64,217 ($10,206) $192,933
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to consolidated financial statements.
Page 5
<PAGE>
APPLE SOUTH, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
---------------------
JUNE 30, JULY 2,
1996 1995
- ---------------------------------------------------------------------------------------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings $ 4,290 12,813
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Depreciation and amortization 12,660 8,326
Increase (decrease) in current assets and current liabilities (1,962) 8,112
Deferred income taxes (526) 1,908
Asset revaluation charges 17,842 -
- ---------------------------------------------------------------------------------------------------
Net cash provided by operations 32,304 31,159
- ---------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (51,792) (51,618)
Proceeds from sale of premises and equipment 429 1,516
Short-term investments 323 1,464
Additions to franchise costs (510) (533)
Additions to other assets (7,925) (1,197)
Assets acquired for cash - (52,059)
- ---------------------------------------------------------------------------------------------------
Net cash used in investing activities (59,475) (102,427)
- ---------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from (repayment of) revolving credit agreements (81,500) 7,832
Proceeds from issuance of long-term debt 125,000 -
Principal payments on long-term debt (1,545) (5,519)
Proceeds from issuance of common stock 2,026 58,548
Dividends declared and paid (548) (273)
Purchase of treasury stock (18,940) -
- ---------------------------------------------------------------------------------------------------
Net cash provided by financing activities 24,493 60,588
- ---------------------------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS DURING THE PERIOD (2,678) (10,680)
Cash and cash equivalents at the beginning of the period 4,806 20,587
- ---------------------------------------------------------------------------------------------------
Cash and cash equivalents at the end of the period $ 2,128 9,907
- ---------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to consolidated financial statements.
Page 6
<PAGE>
APPLE SOUTH INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1996
(UNAUDITED)
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X promulgated by the Securities and Exchange Commission.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for annual financial statement
reporting purposes. However, there has been no material change in the
information disclosed in the consolidated financial statements included in the
Company's Annual Report on Form 10-K for the year ended December 31, 1995,
except as disclosed herein. In the opinion of management, all adjustments,
consisting only of normal recurring accruals, considered necessary for a fair
presentation have been included. Operating results for the six-month period
ended June 30, 1996 are not necessarily indicative of the results that may be
expected for the year ended December 29, 1996.
NOTE 2 - SHAREHOLDERS' EQUITY
On February 8, 1996, the Company announced that it may from time to time,
depending on market conditions, purchase up to one million shares of its common
stock through open market transactions to satisfy obligations under stock option
and employee stock ownership plans. As of June 30, 1996, the Company had
purchased 842,800 shares of its common stock under this program at an average
price of $22.48 per share.
Cash dividends declared and paid in the quarter ended June 30, 1996 were
$313,000, or $0.008 per share. On July 29, 1996, the Company declared a cash
dividend of $0.008 per share, payable on August 31, 1996, to shareholders of
record on August 15, 1996.
NOTE 3 - LONG-TERM DEBT
In June 1996, the Company issued $125 million of 9.75% registered senior
notes due June 2006. Terms of these unsecured senior notes are, in general,
less restrictive than the covenants under the Company's revolving bank credit
facilities. A portion of the proceeds from this offering was used to pay
down the Company's $185 million unsecured revolving bank credit facilities.
On June 30, 1996, approximately $19 million was outstanding under the
revolving bank credit facilities. In July 1996, the Company repaid the $18
million private placement at par.
Page 7
<PAGE>
NOTE 4 - INCOME TAXES
The Company's effective tax rate for the first six months of both 1996 and 1995
was approximately 36%. The Company's effective tax rate for the full year 1996
is expected to be 36%, which approximates the effective tax rate on 1995
earnings before merger and conversion costs associated with the merger with
DF&R Restaurants, Inc.
NOTE 5 - SUPPLEMENTAL CASH FLOW INFORMATION
For the six months ended June 30, 1996 and July 2, 1995, the following
supplements the consolidated statements of cash flows (amounts in thousands):
1996 1995
------ ------
Interest paid $3,372 $1,422
Income taxes paid $1,091 $2,520
NOTE 6 - COMMITMENTS
As of June 30, 1996, the Company had commitments aggregating approximately $23
million for the acquisition and construction of new restaurants. At June 30,
1996, the Company was obligated under development agreements with Applebee's
International, Inc., the franchisor of Applebee's restaurants, to open ten
additional Applebee's restaurants by the end of 1996.
NOTE 7 - ASSET REVALUATION AND SUBSEQUENT EVENT
In the first quarter of 1996, the Company closed 12 of its 18 Tomato Rumba's
restaurants and all three of its Gianni's Little Italy Restaurants and
accelerated efforts to sell its ten Hardee's restaurants. The Company's
decision regarding the Tomato Rumba's and Hardee's divisions prompted an
evaluation of the fair value of the assets in these divisions. Fair value
of the assets in the Tomato Rumba's and Hardee's divisions was determined
in accordance with Statement of Financial Accounting Standards No. 121,
"Accounting for the Impairment of Long-Lived Assets and Long-Lived Assets to
be Disposed of," by comparing expected future cash flows to the carrying
amount of these assets. The resulting impairment charge of $19.8 million
consisted primarily of the asset impairment loss and included certain
operating losses related to the Tomato Rumba's division.
Page 8
<PAGE>
ITEM 2.
APPLE SOUTH, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
JUNE 30, 1996
COMPARISON OF HISTORICAL RESULTS - FISCAL QUARTERS ENDED JUNE 30, 1996 AND
JULY 2, 1995
Restaurant sales for the second quarter and the six months ended June 30, 1996
increased 27% and 32% for the same periods in 1995. This increase in sales for
1996 is primarily due to sales from 19 Applebee's and eight Don Pablo's opened
in the first six months of 1996 and 22 Applebee's and nine Don Pablo's opened in
the last two quarters of 1995. Sales at existing restaurants which were
operating at normal capacity (these restaurants collectively average annual
sales of approximately $2.25 million at Applebee's and approximately $2.75
million at Don Pablo's) in 1995 were approximately 4% lower at Applebee's and
7% higher at Don Pablo's in the first six months of 1996 as compared with the
same period in 1995. Sales at those restaurants which were operating below
capacity were approximately 4% lower at Applebee's and 14% higher at Don Pablo's
for the first six months of 1996. Management believes that the sales increase
at its Don Pablo's restaurants is primarily the result of television
advertising which was initiated during the first six months of 1996.
For the second quarter and the six months ended June 30, 1996 restaurant
operating expenses as a percent of sales decreased 0.8% and 0.5% as compared
with the same periods in 1995. The resulting increase in restaurant operating
margins is principally due to (i) lower food and beverage costs, as a percent of
sales, as the Don Pablo's and Harrigan's divisions benefit from lower purchasing
costs due to new distribution supply contracts implemented in the second
quarter and (ii) lower food and beverage costs and lower payroll and benefits
costs, as a percent of sales, as fifteen restaurants in the higher cost Tomato
Rumba's division were closed for the entire second quarter of 1996. These
margin improvements were partially offset by an increase in depreciation and
amortization expense, as a larger percentage of restaurants are owned.
General and administrative expenses as a percent of sales decreased by 0.1% in
the second quarter and the first six months of 1996 as compared with the same
periods in 1995.
Interest expense as a percent of sales increased in 1996 compared with 1995
primarily due to higher average borrowings as compared with the same period in
1995. Other expenses increased in 1996 compared with 1995 primarily due to the
amortization of goodwill and other intangibles recorded as a part of the
purchase price allocations for acquisitions made by the Company in 1995.
The Company's effective tax rate for the full year 1996 is expected to be 36%,
which approximates the effective tax rate on 1995 earnings before merger costs
associated with DF&R.
Page 9
<PAGE>
As a result of the factors discussed above, net earnings for the second quarter
of 1996 increased to 7.1% of sales compared with 6.9% for the same period in
1995. For the six months ended June 30, 1996, net earnings were 1.6% compared
with 6.4% for the same period in 1995. This decrease in net earnings for the
first half of 1996 was the result of the first quarter asset revaluation charge
of $19.8 million ($12.7 million, after-tax).
On July 28, 1996, the Company closed the six remaining restaurants in its Tomato
Rumba's division. As a result of these closings, the Company expects to incur
an additional impairment charge of approximately $6-8 million in the third
quarter.
LIQUIDITY AND CAPITAL RESOURCES
The Company's cash and cash equivalents decreased approximately $2.7 million
in the six months ended June 30, 1996. Principal sources of funds in the first
six months of 1996 consisted of (i) cash flow from operations ($32 million) and
(ii) the issuance of senior notes ($125 million). The primary uses of funds
consisted of (i) repayment of revolving credit agreements ($82 million),
(ii) costs associated with expansion, principally land, building and equipment
associated with the construction of new Applebee's and Don Pablo's restaurants
($52 million) and (iii) the purchase of 842,800 shares of treasury stock
($19 million).
Since substantially all sales in the Company's restaurants are for cash and
accounts payable are generally due in 15 to 45 days, the Company is able to
operate with negative working capital. The increases in inventory, premises and
equipment, franchise costs and accrued liabilities are principally due to the 27
restaurants opened during the first six months of 1996. The increase in other
assets is principally due to the increase in cash surrender value of an
officer's life insurance policy (approximately $0.9 million), deferred loan
costs related to the June senior note offering (approximately $3.1 million), and
land held for corporate office development (approximately $2.9 million)
purchased in the first six months of 1996. The decrease in accounts payable is
primarily due to the timing of construction payments at the end of the second
quarter of 1996. Further increases in current assets and liabilities are
expected as the Company continues its restaurant development program.
In connection with obtaining the consent of Applebee's International, Inc., the
franchisor of Applebee's restaurants (the "Franchisor"), for the June, 1995
transfer of the Marcus Applebee's restaurants and the exclusive development
rights to territories in Wisconsin and the Chicago area, the Company agreed to
establish new annual development schedules through the year 2000. At June 30,
1996, Apple South was obligated to open 155 additional Applebee's restaurants by
the end of the year 2000, including 10 required to be opened by the end of 1996.
In the first six months of 1996, the Company expanded its unsecured revolving
bank credit agreements from $120 million to $185 million with interest payable
at a margin above LIBOR or at prime. Approximately $19 million was outstanding
under these revolving bank credit agreements as of June 30, 1996.
In June 1996, the Company issued $125 million of registered senior notes at an
interest rate of 9.75%. Management believes that the proceeds from this debt
offering, together with cash flow from operations and remaining borrowings
available under existing credit agreements will provide funding sufficient to
achieve the Company's expansion plans at least through 1997.
Page 10
<PAGE>
FORWARD-LOOKING INFORMATION
The Company does not expect a significant increase in payroll expenses, as
result of the recently-enacted minimum wage legislation, but is uncertain of
the repercussion, if any, on other expenses as vendors are impacted by higher
minimum wage standards.
The information contained herein includes certain forward-looking information
regarding restaurant openings, operating margins, capital requirements, cash
flow from operations and assumptions regarding the availability of new credit
facilities. This forward-looking information could be affected by changes in
monetary and fiscal policies, laws and regulations, and social and economic
conditions, such as inflation or a recession, increased competition in the
restaurant industry, the current trend toward "dining out" and the amount, type
and cost of financing available to the Company.
PART II. OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES
Limitations on the payment of dividends and other distributions with respect
to the Company's common stock, $0.01 par value, imposed by the Indenture for
the Company's 9.75% senior notes have been previously reported.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The annual meeting of shareholders was held on April 30, 1996, at which the
following proposals were voted upon by shareholders: (i) the election of seven
members of the Board of Directors, (ii) the approval of the Company's 1995 Stock
Incentive Plan, as amended, and (iii) the ratification of the appointment of
KPMG Peat Marwick LLP as the Company's independent auditors.
Each of the seven members of the Company's Board of Directors was reelected to
hold office until the next Annual Meeting of Shareholders and/or until his
successor is elected and has qualified by the following votes:
Affirmative Negative
----------- --------
Tom E. DuPree, Jr. 32,983,163 151,014
Michael W. Evans 32,980,977 153,200
John G. McLeod, Jr. 32,983,544 150,633
David P. Frazier 32,983,544 150,633
Marc D. Redus 32,983,544 150,633
James W. Rowe 32,982,949 151,228
Thomas R. Williams, Sr. 32,983,149 151,028
The proposal to approve the Company's 1995 Stock Incentive Plan was approved as
follows: affirmative votes 21,747,333, negative votes 8,650,089, and abstaining
votes 2,736,755. The appointment of KPMG Peat Marwick LLP was ratified as
follows: 33,090,355 affirmative votes, 23,887 negative votes, and abstaining
votes 19,935.
Page 11
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
4.2 Indenture dated May 1, 1996, between the Company and SunTrust
Bank, Atlanta, as Trustee, incorporated by reference to the
corresponding exhibit number filed with the Company's
Registration Statement on Form S-3, File No. 333-02958.
27.1 Financial Data Schedule
(b) Reports on Form 8-K.
None.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
APPLE SOUTH, INC.
(Registrant)
Date: August 13, 1996 By: /s/ Erich J. Booth
----------------------------
Erich J. Booth
Chief Financial Officer
(On behalf of the Registrant and as
Chief Accounting Officer)
Page 12
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-Q
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 2,128
<SECURITIES> 54
<RECEIVABLES> 3,649
<ALLOWANCES> 0
<INVENTORY> 6,143
<CURRENT-ASSETS> 18,076
<PP&E> 328,521
<DEPRECIATION> 0
<TOTAL-ASSETS> 400,528
<CURRENT-LIABILITIES> 36,608
<BONDS> 161,487
0
0
<COMMON> 391
<OTHER-SE> 192,542
<TOTAL-LIABILITY-AND-EQUITY> 400,528
<SALES> 263,278
<TOTAL-REVENUES> 263,278
<CGS> 72,118
<TOTAL-COSTS> 218,616
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,065
<INCOME-PRETAX> 6,665
<INCOME-TAX> 2,375
<INCOME-CONTINUING> 4,290
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,290
<EPS-PRIMARY> .11
<EPS-DILUTED> 0
</TABLE>
