<PAGE> 1
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, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to _____________
American Restaurant Group, Inc.
-------------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Delaware 33-48183 33-0193602
- ------------------------------- ---------------- --------------------
(State or other jurisdiction of (Commission File (I.R.S. employer
incorporation or organization) Number) identification no.)
</TABLE>
450 Newport Center Drive
Newport Beach, CA 92660
(714) 721-8000
-------------------------------------------------------------
(Address and telephone number of principal executive offices)
--------------------------------------------------
Former name, former address and former fiscal year
if changed since last report.
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
----- -----
The number of outstanding shares of the Company's Common Stock (one cent par
value) as of August 4, 1997 was 93,150.
<PAGE> 2
AMERICAN RESTAURANT GROUP, INC.
INDEX
<TABLE>
<CAPTION>
PAGE
----
<C> <S> <C>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS:
Consolidated Condensed Balance Sheets...................... 1
Consolidated Statements of Income.......................... 3
Consolidated Statements of Cash Flows...................... 4
Notes to Consolidated Condensed Financial Statements....... 5
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS.............. 6
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K........................... 9
</TABLE>
i
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS:
AMERICAN RESTAURANT GROUP, INC. AND SUBSIDIARIES
------------------------------------------------
CONSOLIDATED CONDENSED BALANCE SHEETS
-------------------------------------
DECEMBER 30, 1996 AND JUNE 30, 1997
-----------------------------------
<TABLE>
<CAPTION>
ASSETS December 30, June 30,
1996 1997
------------ ------------
(unaudited)
<S> <C> <C>
CURRENT ASSETS:
Cash $ 7,493,000 $ 4,375,000
Accounts receivable, net of reserve of
$1,041,000 and $1,059,000 at December 30, 1996
and June 30, 1997, respectively 7,465,000 6,896,000
Inventories 6,818,000 6,450,000
Prepaid expenses 4,485,000 3,048,000
------------ ------------
Total current assets 26,261,000 20,769,000
------------ ------------
PROPERTY AND EQUIPMENT:
Land and land improvements 6,158,000 5,655,000
Buildings and leasehold improvements 110,071,000 112,465,000
Fixtures and equipment 84,162,000 86,856,000
Property held under capital leases 12,375,000 12,375,000
Construction in progress 6,487,000 1,520,000
------------ ------------
219,253,000 218,871,000
Less -- Accumulated depreciation 118,084,000 122,250,000
------------ ------------
101,169,000 96,621,000
------------ ------------
OTHER ASSETS -- NET 44,699,000 43,529,000
------------ ------------
Total Assets $172,129,000 $160,919,000
============ ============
</TABLE>
The accompanying notes are an integral part
of these consolidated condensed statements.
(consolidated condensed balance sheets continued on the following page)
1
<PAGE> 4
<TABLE>
<CAPTION>
LIABILITIES AND COMMON STOCKHOLDER'S December 30, June 30,
EQUITY 1996 1997
------------ -------------
(unaudited)
<S> <C> <C>
CURRENT LIABILITIES:
Accounts payable $ 33,394,000 $ 34,428,000
Accrued liabilities 14,315,000 12,983,000
Accrued insurance 15,848,000 12,158,000
Accrued interest 1,016,000 2,293,000
Accrued payroll costs 11,059,000 10,805,000
Current portion of obligations
under capital leases 902,000 931,000
Current portion of long-term debt 41,532,000 172,123,000
------------ -------------
Total current liabilities 118,066,000 245,721,000
------------ -------------
LONG-TERM LIABILITIES, net of current portion:
Obligations under capital leases 8,443,000 7,973,000
Long-term debt 131,260,000 1,271,000
------------ -------------
Total long-term liabilities 139,703,000 9,244,000
------------ -------------
DEFERRED GAIN 5,806,000 5,559,000
------------ -------------
COMMITMENTS AND CONTINGENCIES
REDEEMABLE CUMULATIVE PREFERRED STOCK:
Redeemable cumulative senior preferred stock, $0.01 par value; 1,400,000
shares authorized, no shares issued or outstanding at December 30, 1996 or
June 30, 1997 - -
Redeemable cumulative junior preferred stock, $0.01 par value; 100,000 shares
authorized, no shares issued or outstanding at December 30, 1996 or
June 30, 1997 - -
COMMON STOCKHOLDER'S EQUITY:
Common stock, $0.01 par value; 1,000,000
shares authorized; 93,150 shares issued
and outstanding at December 30, 1996 and
June 30, 1997 1,000 1,000
Paid-in capital 63,246,000 63,246,000
Accumulated deficit (154,693,000) (162,852,000)
------------ ------------
Total common stockholder's deficit (91,446,000) (99,605,000)
------------ ------------
Total liabilities and common
stockholder's equity $172,129,000 $160,919,000
============ ============
</TABLE>
The accompanying notes are an integral part of these
consolidated condensed statements.
2
<PAGE> 5
AMERICAN RESTAURANT GROUP, INC. AND SUBSIDIARIES
------------------------------------------------
CONSOLIDATED STATEMENTS OF INCOME
---------------------------------
FOR THE THIRTEEN WEEKS ENDED JUNE 24, 1996 AND JUNE 30, 1997
------------------------------------------------------------
AND THE TWENTY-SIX WEEKS ENDED JUNE 24, 1996 AND JUNE 30, 1997
--------------------------------------------------------------
(UNAUDITED)
-----------
<TABLE>
<CAPTION>
Thirteen Weeks Ended Twenty-Six Weeks Ended
---------------------------------- ----------------------------------
June 24, June 30, June 24, June 30,
1996 1997 1996 1997
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
REVENUES $111,071,000 $112,835,000 $225,669,000 $226,945,000
RESTAURANT COSTS:
Food and beverage 34,821,000 35,608,000 71,671,000 71,958,000
Payroll 33,143,000 32,904,000 67,508,000 67,598,000
Direct operating 27,715,000 28,995,000 55,166,000 57,301,000
Depreciation and
amortization 4,988,000 5,034,000 10,112,000 9,857,000
GENERAL AND ADMINISTRATIVE
EXPENSES 6,587,000 10,352,000 13,254,000 16,489,000
------------ ------------ ------------ ------------
Operating profit (loss) 3,817,000 (58,000) 7,958,000 3,742,000
INTEREST EXPENSE, net 7,097,000 5,945,000 14,194,000 11,870,000
------------ ------------ ------------ ------------
Loss before provision
for income taxes (3,280,000) (6,003,000) (6,236,000) (8,128,000)
PROVISION FOR INCOME
TAXES 38,000 28,000 50,000 31,000
------------ ------------ ------------ ------------
Net loss $ (3,318,000) $ (6,031,000) $ (6,286,000) $ (8,159,000)
============ ============ ============= ============
</TABLE>
The accompanying notes are an integral part of these
consolidated condensed statements.
3
<PAGE> 6
AMERICAN RESTAURANT GROUP, INC. AND SUBSIDIARIES
------------------------------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS
-------------------------------------
FOR THE TWENTY-SIX WEEKS ENDED JUNE 24, 1996 AND JUNE 30, 1997
--------------------------------------------------------------
(UNAUDITED)
-----------
<TABLE>
<CAPTION>
June 24, June 30,
1996 1997
------------- -------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Cash received from customers $ 225,865,000 $ 227,353,000
Cash paid to suppliers and employees (216,476,000) (216,084,000)
Interest paid, net (14,140,000) (10,539,000)
Income taxes paid (50,000) (31,000)
------------- -------------
Net cash provided by (used in)
operating activities (4,801,000) 699,000
------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (4,484,000) (2,339,000)
Net increase in other assets (609,000) (757,000)
Proceeds from disposition of assets 10,000 610,000
------------- -------------
Net cash used in investing activities (5,083,000) (2,486,000)
------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on indebtedness (2,766,000) (651,000)
Borrowings on indebtedness - 1,199,000
Net increase in deferred debt costs (27,000) (1,438,000)
Payments on capital lease obligations (417,000) (441,000)
Contribution from parent 7,115,000 -
------------- -------------
Net cash provided by (used in)
financing activities 3,905,000 (1,331,000)
------------- -------------
NET DECREASE IN CASH (5,979,000) (3,118,000)
CASH, at beginning of period 10,385,000 7,493,000
------------- -------------
CASH, at end of period $ 4,406,000 $ 4,375,000
============= =============
RECONCILIATION OF NET LOSS TO NET CASH PROVIDED
BY (USED IN) OPERATING ACTIVITIES:
Net loss $ (6,286,000) $ (8,159,000)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation and amortization 10,112,000 9,857,000
Loss on disposition of assets 105,000 4,114,000
Accretion on indebtedness 48,000 54,000
Amortization of deferred gain - (247,000)
(Increase) decrease in current assets:
Accounts receivable, net 196,000 408,000
Inventories (15,000) 368,000
Prepaid expenses 1,579,000 399,000
Increase (decrease) in current liabilities:
Accounts payable (4,131,000) 1,034,000
Accrued liabilities (6,911,000) (4,462,000)
Accrued insurance 1,143,000 (3,690,000)
Accrued interest 6,000 1,277,000
Accrued payroll (647,000) (254,000)
------------- -------------
Net cash provided by (used in)
operating activities $ (4,801,000) $ 699,000
============= =============
</TABLE>
The accompanying notes are an integral part of these
consolidated condensed statements.
4
<PAGE> 7
AMERICAN RESTAURANT GROUP, INC. AND SUBSIDIARIES
------------------------------------------------
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
----------------------------------------------------
1. MANAGEMENT OPINION
The Consolidated Condensed Financial Statements included herein have
been prepared by the Company, without audit, in accordance with
Securities and Exchange Commission Regulation S-X. In the opinion of
management of the Company, these Consolidated Condensed Financial
Statements contain all adjustments (all of which are of a normal
recurring nature) necessary to present fairly the Company's financial
position as of December 30, 1996 and June 30, 1997, and the results of
its operations and its cash flows for the twenty-six weeks ended June
24, 1996 and June 30, 1997. The Company's results for an interim period
are not necessarily indicative of the results that may be expected for
the year.
Although the Company believes that all adjustments necessary for a fair
presentation of the interim periods presented are included and that the
disclosures are adequate to make the information presented not
misleading, it is suggested that these Consolidated Condensed Financial
Statements be read in conjunction with the Consolidated Financial
Statements and notes thereto included in the Company's annual report on
Form 10-K, File No. 33-48183, for the year ended December 30, 1996.
2. SUBSIDIARY GUARANTORS
Separate financial statements of the Company's subsidiaries are not
included in this report on Form 10-Q because the subsidiaries are
unconditionally jointly and severally liable for the obligations of the
Company under the Company's 13% Senior Secured Notes, due September 15,
1998, and the aggregate net assets, earnings and equity of such
subsidiary guarantors are substantially equivalent to the net assets,
earnings and equity of the Company on a consolidated basis.
5
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion and analysis of American Restaurant Group, Inc.'s
financial condition and results of operations should be read in conjunction with
the historical financial information included in the Consolidated Condensed
Financial Statements.
RESULTS OF OPERATIONS
Thirteen weeks ended June 24, 1996 and June 30, 1997:
Revenues. Total revenues increased from $111.1 million in the second quarter of
1996 to $112.8 million in the second quarter of 1997. Comparable restaurant
revenues decreased 2.7%. During the twelve months ended June 30, 1997, the
Company opened nine new restaurants and closed 17 poor performing restaurants.
There were 247 restaurants operating as of June 24, 1996 and 239 operating as of
June 30, 1997.
Black Angus revenues increased 7.1% to $68.0 million in the second quarter of
1997 as compared to the same period in 1996. The increase was due to the
addition of nine new restaurants, which included expansion into two new markets,
Las Vegas, Nevada (two new restaurants) and Salt Lake City, Utah (one
restaurant). Comparable restaurant revenues decreased 3.1% as compared to the
prior year.
Grandy's revenues decreased 12.6% to $20.0 million in the second quarter of 1997
as compared to the same period in 1996. Comparable restaurant revenues in the
second quarter of 1997 were 6.8% lower than the same period in 1996, due to less
use of discounting to stimulate sales and less advertising and promotion. The
Company closed 16 poor performing restaurants during the twelve months ended
June 30, 1997. Franchise revenues were $0.5 million in the second quarter of
1996 and 1997.
Revenues from other concepts increased from $24.7 million in the second quarter
of 1996 to $24.8 million in the same period of 1997. The Company closed one poor
performing restaurant during the twelve months ended June 30, 1997. Comparable
restaurant revenues increased 1.6%.
Food and Beverage Costs. As a percentage of revenues, food and beverage costs
increased from 31.4% in the second quarter of 1996 to 31.6% in the second
quarter of 1997. The increase was primarily due to higher meat costs.
Payroll Costs. As a percentage of revenues, labor costs decreased from 29.8% in
the second quarter of 1996 to 29.2% in the second quarter of 1997. The decrease
was partially due to lower restaurant management payroll.
Direct Operating Costs. Direct operating costs consist of occupancy, advertising
and other expenses incurred by individual restaurants. As a percentage of
revenues, these costs increased in the second quarter from 25.0% in 1996 to
25.7% in 1997. The increase was due primarily to higher occupancy expenses.
Depreciation and Amortization. Depreciation and amortization consists of
depreciation of fixed assets used by individual restaurants, divisions and
corporate offices, as well as amortization of intangible assets. As a percentage
of revenues, depreciation and amortization remained the same at 4.5% in the
second quarter of 1996 and 1997. A decrease in depreciation, due primarily to
the non-cash reduction of the historical cost of certain long-lived assets in
December 1996, was offset by an increase in deferred debt cost amortization
related to the March 1997 increase in senior secured notes principal for
note holders who consented to an amendment.
6
<PAGE> 9
General and Administrative Expenses. General and administrative expenses
increased from $6.6 million in the second quarter of 1996 to $10.4 million in
the second quarter of 1997. The increase was due primarily to a non-cash charge
of $4.1 million for costs associated with closed restaurants, primarily in the
Grandy's division, in the second quarter of 1997. General and administrative
expenses as a percentage of revenues increased from 5.9% to 9.2% (decreased to
5.5% before the non-cash charge).
Operating Profit. Due to the above items, operating profit decreased from $3.8
million in the second quarter of 1996 to an operating loss of $0.1 million. As a
percentage of revenues, operating profit decreased from 3.4% to -0.1%. Before
the non-cash charge for closed restaurants there was an operating profit of $4.1
million (3.6% of revenues) in the second quarter of 1997.
Interest Expense - Net. Interest expense decreased from $7.1 million in the
second quarter of 1996 to $5.9 million in the second quarter of 1997. The
decrease was primarily due to a lower average debt balance in the second quarter
of 1997. The Company's average stated interest rate increased from 11.5% in the
second quarter of 1996 to 12.2% in the second quarter of 1997. The weighted
average debt balance (excluding capitalized lease obligations) decreased from
$220.0 million in the second quarter of 1996 to $172.3 million in the second
quarter of 1997.
Twenty-six weeks ended June 24, 1996 and June 30, 1997:
Revenues. Total revenues increased 0.6% from $225.7 million in the twenty-six
weeks ended June 24, 1996 to $226.9 million in the twenty-six weeks ended June
30, 1997. Comparable restaurant revenues decreased 3.8%. There were 247
restaurants operating as of June 24, 1996 and 239 operating as of June 30, 1997.
Black Angus revenues increased 4.9% to $137.7 million in 1997 as compared to the
same period in 1996. The increase was due to the addition of nine new
restaurants. Comparable restaurant revenues decreased 4.6%.
Grandy's revenues decreased 11.4% from $45.5 million in 1996 to $40.4 million in
1997. Comparable restaurant revenues were 6.5% lower than the prior year.
Franchise revenues were $1.0 million and $0.9 million in 1996 and 1997,
respectively.
Revenues from other concepts remained approximately the same at $48.9 million in
1996 and 1997. Comparable restaurant revenues increased 0.8%.
Food and Beverage Costs. Food and beverage costs as a percentage of revenues
remained approximately the same at 31.8% in 1996 and 31.7% in 1997.
Payroll Costs. As a percentage of revenues, labor costs decreased 0.1% from
29.9% in 1996 to 29.8% in 1997. The decrease was due primarily to lower worker's
compensation expense.
Direct Operating Costs. As a percentage of revenues, total direct operating
costs increased 0.8% from 24.4% in 1996 to 25.2% in 1997. The increase was due
primarily to higher occupancy expenses.
Depreciation and Amortization. As a percentage of revenues, depreciation and
amortization decreased from 4.5% in 1996 to 4.3% in 1997. The decrease was due
primarily to the non-cash reduction of the historical cost of certain long-lived
assets in December 1996.
General and Administrative Expenses. General and administrative expenses
increased from $13.3 million in 1996 to $16.5 million in 1997. As stated above,
the increase was due primarily to a non-cash charge of $4.1 million for costs
associated with closed
7
<PAGE> 10
restaurants. General and administrative expenses as a percentage of revenues
were 5.9% and 7.3% (5.4% before the non-cash charge for closed restaurants) for
1996 and 1997, respectively.
Operating Profit. Due to the items mentioned above, operating profit decreased
from $8.0 million in 1996 to $3.7 million in 1997. As a percentage of revenues,
operating profit decreased from 3.5% to 1.6%. Before the non-cash charge
mentioned above there was an operating profit of $7.9 million in 1997.
Interest Expense. Interest expense decreased from $14.2 million in 1996 to $11.9
million in 1997. The Company's average stated interest rate increased from 11.5%
in 1996 to 12.2% in 1997. Average borrowings (excluding capitalized lease
obligations) decreased from $220.0 million in 1996 to $171.8 million in 1997.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary source of liquidity is cash flow from operations. The
Company requires capital principally for the acquisition and construction of new
restaurants, the remodeling of existing restaurants and the purchase of new
equipment and leasehold improvements.
In general, restaurant businesses do not have significant accounts receivable
because sales are made for cash or by credit card vouchers which are ordinarily
paid within a few days, and do not maintain substantial inventory as a result of
the relatively brief shelf life and frequent turnover of food products.
Additionally, restaurants generally are able to obtain trade credit in
purchasing food and restaurant supplies. As a result, restaurants are frequently
able to operate with working capital deficits, i.e., current liabilities exceed
current assets. At June 30, 1997, the Company had a working capital deficit of
$225.0 million which included $172.1 million in current portion of long-term
debt.
The Company estimates that capital expenditures of $6.0 million to $10.0 million
are required annually to maintain and refurbish its existing restaurants. In
addition, the Company spends approximately $10.0 million to $13.0 million
annually for repairs and maintenance which are expensed as incurred. Other
capital expenditures, which are generally discretionary, are primarily for the
construction of new restaurants and for expanding, reformatting and extending
the capabilities of existing restaurants and for general corporate purposes.
Total capital expenditures year to date were $4.5 million in 1996 and $2.3
million in 1997. The Company's credit agreement contains limitations on the
amount of capital expenditures that the Company may incur.
In 1997, the Company was in default under a covenant that required certain sales
or sale/leaseback transactions by December 31, 1996. On March 13, 1997, the
Company's senior secured note holders consented to an amendment which replaced
the earnings before interest, taxes, depreciation and amortization ("EBITDA")
covenants for the year ended December 30, 1996 and for the four quarters ended
March 31, 1997 with an EBITDA covenant for the twelve months ended May 31, 1997
(tested at the same level as would have been required for the four quarters
ended March 31, 1997), reduced the amount of net cash proceeds from asset sales
or sale/leaseback transactions required by December 31, 1996 to $15.0 million
(which was accomplished) and waived any related existing defaults or events of
default. The amendment provided for an increase of $10 in the stated principal
amount for each $1,000 in stated principal amount of consenting note holders.
This resulted in an increase of approximately $1.6 million in the stated
principal amount of the senior secured notes and $1.2 million in the actual
outstanding principal amount of the senior secured notes.
8
<PAGE> 11
The Company was four weeks late in paying the quarterly interest of $1.2 million
on its subordinated debt which was due June 15, 1997. The subordinated debt
provides for a 30-day grace period for interest payments.
The Company failed to meet EBITDA covenants under its senior secured notes for
the twelve months ended May 31, 1997 and for the four quarters ended June 30,
1997. The Company's lenders have not moved to accelerate the repayment of this
debt, however, the Company has included its senior secured notes and its
subordinated debt in the current portion of long-term debt. Of these amounts,
$40.9 million is due on September 15, 1997 under the sinking fund provisions of
the senior secured notes. The Company is pursuing the sale of its Black Angus
division in order to repay in full its senior secured notes. There can be no
assurance that this sale will be completed on acceptable terms.
Substantially all assets of the Company are pledged to its senior lenders. In
addition, the subsidiaries have guaranteed the indebtedness owed by the Company
and such guarantee is secured by substantially all of the assets of the
subsidiaries. In connection with such indebtedness, contingent and mandatory
prepayments may be required under certain specified conditions and events.
The Company's senior credit facilities provide for a letter of credit facility
of $11.0 million until October 15, 1997. This letter of credit facility was
fully utilized as of August 4, 1997. A quarterly commitment fee of 0.5% per
annum is payable on the letter of credit facility and a quarterly fee of 3.75%
per annum is payable on outstanding letters of credit. Having repaid the
outstanding bank loan in September 1996, the Company does not have a working
capital facility.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) List of Exhibits
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<C> <S>
27.1 Financial Data Schedule, which is submitted electronically to the
Securities and Exchange Commission for information only and not
filed.
</TABLE>
9
<PAGE> 12
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.
AMERICAN RESTAURANT GROUP, INC.
-------------------------------
(Registrant)
Date: August 13, 1997 By: /s/ WILLIAM J. MCCAFFREY, JR.
--------------------- ---------------------------
William J. McCaffrey, Jr.
Vice President, Chief
Financial Officer
10
<PAGE> 13
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
27.1 Financial Data Schedule, which is submitted electronically to the
Securities and Exchange Commission for information only and not
filed.
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AS OF JUNE 30, 1997 AND THE CONSOLIDATED STATEMENT OF
INCOME FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH CONSOLIDATED FINANCIAL STATEMENTS ON FORM 10-Q.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-29-1997
<PERIOD-START> DEC-31-1996
<PERIOD-END> JUN-30-1997
<CASH> 4,375,000
<SECURITIES> 0
<RECEIVABLES> 7,955,000
<ALLOWANCES> 1,059,000
<INVENTORY> 6,450,000
<CURRENT-ASSETS> 20,769,000
<PP&E> 218,871,000
<DEPRECIATION> 122,250,000
<TOTAL-ASSETS> 160,919,000
<CURRENT-LIABILITIES> 245,721,000
<BONDS> 0
0
0
<COMMON> 1,000
<OTHER-SE> (99,606,000)
<TOTAL-LIABILITY-AND-EQUITY> 160,919,000
<SALES> 226,945,000
<TOTAL-REVENUES> 226,945,000
<CGS> 71,958,000
<TOTAL-COSTS> 124,899,000
<OTHER-EXPENSES> 9,857,000
<LOSS-PROVISION> 19,000
<INTEREST-EXPENSE> 11,870,000
<INCOME-PRETAX> (8,128,000)
<INCOME-TAX> 31,000
<INCOME-CONTINUING> (8,159,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (8,159,000)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
