APPLE SOUTH INC
10-Q, 1996-11-13
EATING PLACES
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                                  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 September 29, 1996

                                       or

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
                                  Act of 1934

                        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 November  11,  1996,  there were 38,437,924  shares of common stock of the
Registrant outstanding.









<PAGE>





                                APPLE SOUTH, INC.

                          QUARTERLY REPORT ON FORM 10-Q

                    FOR THE QUARTER ENDED SEPTEMBER 29, 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..............................................10

Part II - Other Information

          Item 6 - Exhibits and Reports on Form 8-K..........................12

Signature ...................................................................13









                                     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         Nine Months Ended
- -----------------------------------------------------------------------------------------
                                             Sept. 29,     Oct. 1,    Sept. 29,   Oct. 1,
                                               1996         1995        1996        1995
- -----------------------------------------------------------------------------------------
<S>                                         <C>            <C>        <C>         <C>                                        

Restaurant sales:
  Applebee's                                $  95,911      81,229     280,438     218,268
  Don Pablo's                                  36,603      24,527      96,471      62,614
  Harrigan's                                    5,269       5,599      16,545      16,983
  Tomato Rumba's                                 --         5,601       3,526      14,088
  Hardee's                                      2,013       2,036       6,094       6,234
- ----------------------------------------------------------------------------------------- 
    Total restaurant sales                    139,796     118,992     403,074     318,187
- -----------------------------------------------------------------------------------------

Restaurant operating expenses:
  Food and beverage                            38,467      32,659     110,585      87,717
  Payroll and benefits                         42,713      34,668     119,663      93,535
  Depreciation and amortization .               5,427       4,639      16,253      12,318
  Other operating expenses                     33,332      27,064      92,054      71,708
- -----------------------------------------------------------------------------------------
      Total restaurant operating expenses     119,939      99,030     338,555     265,278
- -----------------------------------------------------------------------------------------

Income from restaurant operations              19,857      19,962      64,519      52,909

  General and administrative expenses           6,748       6,057      19,925      16,150
  Merger and asset revaluation charges          7,300       1,964      27,100       1,964
- -----------------------------------------------------------------------------------------

 Operating income                               5,809      11,941      17,494      34,795
- -----------------------------------------------------------------------------------------

 Other income (expense):
     Interest expense                          (3,455)     (1,571)     (7,521)     (4,284)
     Interest income                             --           171          65         552
     Other, net                                  (491)       (392)     (1,511)       (826)
- -----------------------------------------------------------------------------------------

      Total other income (expense)             (3,946)     (1,792)     (8,967)     (4,558)
- -----------------------------------------------------------------------------------------
Earnings before income taxes                    1,863      10,149       8,527      30,237

Income taxes                                      675       3,675       3,050      10,950
- -----------------------------------------------------------------------------------------
Net earnings                                $   1,188       6,474       5,477      19,287
=========================================================================================
Earnings per common and
    common equivalent share                 $    0.03        0.16        0.14        0.50
=========================================================================================
Weighted average common and common
    equivalent shares outstanding              39,147      40,079      39,625      38,301
=========================================================================================
</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>
                                                                                           
- ----------------------------------------------------------------------------------------------
                                                                         Sept. 29,    Dec. 31,
                                                                           1996         1995
- ----------------------------------------------------------------------------------------------
<S>                                                                     <C>            <C>   
Assets
Current assets:
     Cash and cash equivalents                                          $   2,154      4,806
      Short-term investments                                                   54        377
      Accounts receivable                                                   3,527      3,506
      Inventories                                                           5,993      5,416
      Prepaid expenses and other                                            7,184      5,282
- --------------------------------------------------------------------------------------------                                   
           Total current assets                                            18,912     19,387

Premises and equipment, net                                               356,027    303,077
Franchise costs, net                                                        5,493      4,920
Goodwill, net                                                              36,856     38,375
Other assets                                                               10,396      3,379
- --------------------------------------------------------------------------------------------                                  
                                                                        $ 427,684    369,138
============================================================================================

Liabilities and Shareholders' Equity
Current liabilities:
      Accounts payable                                                  $  18,716     13,489
      Accrued liabilities                                                  27,310     20,282
      Current installments of long-term debt                                  339      3,207
      Income taxes                                                           --          187
- --------------------------------------------------------------------------------------------                                      
           Total current liablilites                                       46,365     37,165

Long-term debt                                                            188,354    118,726
Deferred income taxes                                                       8,800     10,026
- --------------------------------------------------------------------------------------------                                     
           Total liabilities                                              243,519    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                                          135,330    142,355
      Retained earnings                                                    65,097     60,475
      Treasury stock at cost;  829,116 shares  in 1996                    (16,653)      --
- --------------------------------------------------------------------------------------------                                 
- --------------------------------------------------------------------------------------------
                                                                                     
                                                                        $ 427,684    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                     
- ---------------------------------------------------------------------------------------------------------------

Net earnings                                       --      --         --         1,188        --          1,188
Purchase of common stock                           --      --         --          --       (11,108)     (11,108)
Common stock issued to ESPP                        --      --            6        --           117          123
Exercise of options                                --      --       (4,168)       --         4,544          376
Tax effect of exercise of options by employees     --      --          961        --          --            961
Cash dividends ($0.008 per share)                  --      --         --          (308)       --           (308)
- ---------------------------------------------------------------------------------------------------------------

Balance at September 29, 1996                    39,116   $391   $ 135,330    $ 65,097    ($16,653)   $ 184,165
===============================================================================================================
</TABLE>


See accompanying notes to consolidated financial statements.











                                                                         


                                                          Page 5

<PAGE>






                                APPLE SOUTH, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                   Nine Months Ended
- -----------------------------------------------------------------------------------------------------
                                                                                Sept. 29,     Oct. 1,
                                                                                   1996        1995
- -----------------------------------------------------------------------------------------------------
<S>                                                                            <C>             <C>
                                                                                      
CASH FLOWS FROM OPERATING ACTIVITIES:
      Net earnings                                                             $   5,477       19,287
      Adjustments to reconcile net earnings to net cash
           provided by operating activities:
               Depreciation and amortization                                      19,032       13,441
               Increase (decrease) in current assets and current liabilities       7,833       (2,655)
               Deferred income taxes                                              (1,226)       2,315
               Asset revaluation charges                                          23,762         --
- -----------------------------------------------------------------------------------------------------                               
- -----------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
      Capital expenditures                                                       (88,823)     (86,143)
      Proceeds from sale of premises and equipment                                   429          746
      Short-term investments                                                         323        2,445
      Additions to franchise costs                                                  (823)        (784)
      Additions to other assets                                                   (7,017)        (818)
      Assets acquired for cash                                                      --        (52,059)
- -----------------------------------------------------------------------------------------------------                            
                              Net cash used in investing activities             (95,911)    (136,613)
- -----------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
      Net proceeds from (repayment of) revolving credit agreements               (38,590)      43,500
      Proceeds from issuance of long-term debt                                   125,000         --
      Principal payments on long-term debt                                       (19,650)      (5,924)
      Proceeds from issuance of common stock                                       2,525       60,904
      Dividends declared and paid                                                   (856)        (451)
      Purchase of treasury stock                                                 (30,048)        --
- -----------------------------------------------------------------------------------------------------                             
                              Net cash provided by financing activities       38,381       98,029
- -----------------------------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS DURING THE PERIOD            (2,652)      (6,196)
Cash and cash equivalents at the beginning of the period                           4,806       20,587
- -----------------------------------------------------------------------------------------------------                             
Cash and cash equivalents at the end of the period                             $   2,154       14,391
=====================================================================================================                            

</TABLE>

See accompanying notes to consolidated financial statements.

















                                                        



                                     Page 6

<PAGE>



                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 29, 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  materi  al  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 nine-month  period
ended September 29, 1996 are not necessarily  indicative of the results that may
be expected for the year ending December 29, 1996.


NOTE 2 - SHAREHOLDERS' EQUITY

In February 1996, the Company announced that it would 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.  This
repurchase  program was completed in July 1996. In September  1996,  the Company
announced a separate one million share repurchase  program.  As of September 29,
1996,  the Company had  purchased  an aggregate  1,447,800  shares of its common
stock under these programs at an average price of $ 20.64 per share.

Cash  dividends  declared and paid in the quarter ended  September 29, 1996 were
$308,000,  or $0.008 per share. On November 6, 1996, the Company declared a cash
dividend of $0.008 per share,  payable on November 29, 1996, to  shareholders of
record on November 15, 1996.


NOTE 3 - LONG-TERM DEBT

In June 1996, the Company issued $125 million of 9.75%  registered  senior notes
due June 2006. A portion of the proceeds from this offering was used to pay down
the Company's $185 million unsecured  revolving bank credit facilities.  In July
1996, the Company repaid the  outstanding  balance of $18 million on a term loan
at par. On September 29, 1996,  approximately  $61 million was outstanding under
the revolving bank credit facilities.

                                     Page 7

<PAGE>



On September 30, 1996, the Company  replaced a $20 million bank credit  facility
with a new $25 million  revolving  line of credit,  effectively  increasing  the
Company's unsecured revolving bank credit facilities to $190 million.

NOTE 4 - INCOME TAXES

The Company's effective tax rate for the first nine 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 nine months ended  September 29, 1996 and October 1, 1995, the following
supplements the consolidated statements of cash flows (amounts in thousands):

                                       1996              1995
                                      ------            ------
Interest paid                         $4,121            $3,401
Income taxes paid                     $1,541            $6,660


NOTE 6 - COMMITMENTS

As of September 29, 1996, the Company had commitments aggregating  approximately
$23  million  for  the  acquisition  and  construction  of new  restaurants.  At
September 29, 1996, the Company had fulfilled its obligation  under  development
agreements  with  Applebee's  International,  Inc., the franchisor of Applebee's
restaurants,  to open Applebee's restaurants in 1996 and is obligated to open 47
additional Applebee's restaurants through 1997.


NOTE 7 - ASSET REVALUATION

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>



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  incurred  an
additional impairment charge of approximately $7.3 million in the third quarter.



                                     Page 9

<PAGE>



Item 2.
                                APPLE SOUTH, INC.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                               September 29, 1996



COMPARISON OF HISTORICAL  RESULTS - FISCAL QUARTERS ENDED SEPTEMBER 29, 1996 AND
OCTOBER 1, 1995

     Restaurant  sales for the third quarter and the nine months ended September
29, 1996  increased  17% and 27% compared  with the same  periods in 1995.  This
increase in sales for 1996 is primarily due to sales from 31  Applebee's  and 14
Don Pablo's  opened in the first nine months of 1996 and ten  Applebee's and one
Don  Pablo's  opened  in the last  quarter  of 1995.  This  sales  increase  was
partially  offset by the closure of twelve Tomato  Rumba's  restaurants in March
1996 and the  closure of the six  remaining  locations  in July  1996.  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 nine  months of
1996 as compared with the same period in 1995. Sales at those  restaurants which
were operating below capacity were  approximately 3% lower at Applebee's and 14%
higher at Don  Pablo's for the first nine  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 nine months of
1996. Sales,  primarily at the Applebee's division,  were negatively impacted by
unseasonably  severe  weather in the first  quarter,  and by hurricanes  and the
Olympics in the third quarter.

     For the  third  quarter  and the  nine  months  ended  September  29,  1996
restaurant  operating  expenses as a percent of sales increased 2.6% and 0.6% as
compared  with the same periods in 1995.  The  resulting  decrease in restaurant
operating  margins is  principally  due to (i) higher  payroll and  benefits and
training costs due to increased staffing levels in the Applebee's division, (ii)
higher food and beverage costs due primarily to an increase in dairy prices, and
(iii)lower  average  unit  volumes  in the  Applebee's  division, which  reduced
operating  leverage on fixed costs.  These margin declines were partially offset
by an improvement  in food and beverage costs in the Don Pablo's division, which
was the result of a new distribution supply contract.

     General and administrative expenses as a percent of sales decreased by 0.3%
in the third  quarter and 0.2% in the first nine months of 1996 as compared with
the same periods in 1995.  This  decrease is due to no executive  bonuses  being
earned in the third quarter.

     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 incurred an
additional impairment charge of $7.3 million .

     Interest expense as a percent of sales increased in 1996 compared with 1995
due to higher  average  borrowings  as a result of Company  expansion and higher
average  borrowing rates as a result of the new permanent layer of capital added
in the  form  of the  registered senior  notes. Other expenses increased in 1996

                                     Page 10

<PAGE>

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.

     As a result of the factors  discussed  above,  net  earnings  for the third
quarter  of 1996  decreased  to 0.8% of sales  compared  with  5.4% for the same
period in 1995. For the nine months ended  September 29, 1996, net earnings were
1.4%  compared  with 6.1% for the same  period  in 1995.  This  decrease  in net
earnings for the first nine months of 1996 was primarily the result of the asset
revaluation costs of $27.1 million ($17.3 million, after tax).

     Responding to lower average unit volumes,  higher mangement  turnover,  and
other  factors  precipitated  by  a  cultural  clash  in a  Midwest  acquisition
completed in 1995 in the Applebee's  division,  the Company  increased  staffing
levels and added eleven experienced  multi-unit  managers to enhance operational
leadership  and to improve guest service in the Applebee's  division  during the
third quarter of 1996. These actions resulted in increased  payroll and benefits
costs in the third quarter, which are expected to continue through 1996 and into
1997. Management anticipates that these higher costs will be offset with average
unit volume increases.

LIQUIDITY AND CAPITAL RESOURCES

     The  Company's  cash  and cash  equivalents  decreased  approximately  $2.7
million in the nine months ended September 29, 1996.  Principal sources of funds
in the first nine months of 1996 consisted of (i) cash flow from operations ($55
million) and (ii) the issuance of senior notes ($125 million).  The primary uses
of  funds  consisted  of (i)  repayment  of  revolving  credit  agreements  ($39
million),  (ii) costs associated with expansion,  principally land, building and
equipment  associated  with the  construction  of new Applebee's and Don Pablo's
restaurants  ($89 million),  (iii) the purchase of 1,137,800  shares of treasury
stock ($30  million),  (iv) repayment of long-term  debt,  including a term loan
($20 million), and (v) additions to other assets ($7 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,  accounts  payable  and  accrued  liabilities  are
principally  due to the 45  restaurants  opened  during the first nine months of
1996. The increase in prepaid  expenses is due to $0.9 million in prepaid income
tax and $1.0  million in real estate  deposits.  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
nine months 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 September
29, 1996, Apple South

                                     Page 11

<PAGE>



was obligated to open 142  additional  Applebee's  restaurants by the end of the
year 2000, including 47 required to be opened through 1997.

     In the first  nine  months of 1996,  the  Company  expanded  its  unsecured
revolving bank credit agreements from $120 million to $190 million with interest
payable at a margin  above  LIBOR or at prime.  Approximately  $61  million  was
outstanding  under these  revolving  bank credit  agreements as of September 29,
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.

FORWARD-LOOKING INFORMATION

     The Company does not expect a significant increase in payroll expenses,  as
a 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 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits.

         27.1      Financial Data Schedule

(b)      Reports on Form 8-K.

         None.








                                     Page 12

<PAGE>



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: November 12, 1996

                                                         By:  /s/ Erich J. Booth
                                                         -----------------------
                                                         Erich J. Booth
                                                         Chief Financial Officer
                                                    (On behalf of the Registrant
                                                and as Chief Accounting Officer)































                                     Page 13

<TABLE> <S> <C>


<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>                   9-MOS
<FISCAL-YEAR-END>                              DEC-29-1996
<PERIOD-START>                                 JAN-01-1996
<PERIOD-END>                                   SEP-29-1996
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