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 AUGUST 31, 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 0-19623
MIAMI SUBS CORPORATION
(Exact name of registrant as specified in its charter)
Florida 65-0249329
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6300 N.W. 31st Avenue, Fort Lauderdale, Florida 33309
(Address of principal executive offices)
(Zip Code)
(954) 973-0000
(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.
Yes X No
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Class Outstanding at September 30, 1996
Common Stock, $.01 par value 27,738,840
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
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MIAMI SUBS CORPORATION
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
AUGUST 31, MAY 31,
ASSETS 1996 1996
- ---------------------------------------------------------------------------------------- ------------ ------------
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CURRENT ASSETS
Cash and cash equivalents (including unexpended marketing fund contributions of $ 2,002,000 $ 3,103,000
$565,000 and $525,000 respectively)
Notes and accounts receivable (net of allowances for uncollectible accounts of $390,000 2,578,000 2,250,000
at August 31, 1996 and May 31, 1996)
Food and supplies inventories 329,000 381,000
Other 295,000 332,000
------------ ------------
Total Current Assets 5,204,000 6,066,000
Notes receivable 4,742,000 3,778,000
Property and equipment - net 16,892,000 17,955,000
Intangible assets - net 7,899,000 8,004,000
Other 538,000 558,000
------------ ------------
TOTAL $35,275,000 $36,361,000
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
- ----------------------------------------------------------------------------------------
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 5,776,000 $ 6,106,000
Current portion of notes payable and capitalized lease obligations 1,236,000 1,539,000
------------ ------------
Total Current Liabilities 7,012,000 7,645,000
Long-term portion of notes payable and capitalized lease obligations 7,685,000 7,955,000
Deferred franchise fees and other deferred income 1,581,000 1,712,000
Accrued liabilities and other 1,987,000 2,106,000
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY
Series A Convertible Preferred Stock, $.01 par value,
8,000,000 shares authorized; 505,500 shares outstanding at
August 31, 1996, with aggregated liquidation preference
of $1,011,000 5,000 10,000
Common stock, $.01 par value; authorized 50,000,000 shares; 27,738,840
shares outstanding at August 31, 1996 278,000 273,000
Additional paid-in capital 24,565,000 24,565,000
Accumulated deficit (7,275,000) (7,342,000)
------------ ------------
17,573,000 17,506,000
Less note receivable from sale of stock (563,000) (563,000)
------------ ------------
Total Shareholders' Equity 17,010,000 16,943,000
------------ ------------
TOTAL $35,275,000 $36,361,000
============ ============
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See accompanying notes to consolidated financial statements.
<TABLE>
<CAPTION>
MIAMI SUBS CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
THREE MONTHS ENDED
-------------------
AUGUST 31, AUGUST 31,
REVENUES 1996 1995
- -------------------------------------------------------------------------- ------------------- -----------
<S> <C> <C>
Restaurant sales $ 9,053,000 $ 7,951,000
Revenues from franchised restaurants 1,132,000 1,190,000
Net gain from sales of restaurants 173,000 84,000
Interest income 116,000 140,000
Other revenues 61,000 54,000
------------------- -----------
Total 10,535,000 9,419,000
------------------- -----------
EXPENSES
- --------------------------------------------------------------------------
Restaurant operating costs (including lease costs paid to Kavala, Inc. of
$41,000 and $54,000, respectively) 8,243,000 7,044,000
General, administrative and franchise costs 1,467,000 1,560,000
Depreciation and amortization 515,000 467,000
Interest expense - net 243,000 190,000
------------------- -----------
Total 10,468,000 9,261,000
------------------- -----------
Net income $ 67,000 $ 158,000
=================== ===========
Net income per common and common share equivalents - $ .01
=================== ===========
Weighted average number of common and common share
equivalents outstanding 28,251,000 26,920,000
=================== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
<TABLE>
<CAPTION>
MIAMI SUBS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
THREE MONTHS ENDED
AUGUST 31,
--------------------
OPERATING ACTIVITIES: 1996 1995
-------------------- ------------
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Net income $ 67,000 $ 158,000
Adjustments to reconcile net income to net cash provided by (used in)
operating activities:
Depreciation and amortization 396,000 341,000
Amortization of intangible assets 119,000 126,000
Net gain from sales of restaurants (173,000) (84,000)
Changes in assets and liabilities:
(Increase) in accounts receivable (380,000) (150,000)
Decrease in food and supplies inventories 52,000 5,000
Decrease (increase) in other current assets 37,000 (68,000)
Decrease in other assets 20,000 23,000
(Decrease) in accounts payable and accrued liabilities (435,000) (383,000)
(Decrease) in deferred fees and other deferred income (291,000) (244,000)
-------------------- ------------
Net Cash (Used For) Operating Activities (588,000) (276,000)
-------------------- ------------
INVESTMENT ACTIVITIES:
Purchase of property and equipment (289,000) (797,000)
Proceeds from sales of restaurants 250,000 105,000
Loans to franchisees and other - (29,000)
Payments received on notes receivable 99,000 257,000
-------------------- ------------
Cash Provided By (Used For) Investment Activities 60,000 (464,000)
-------------------- ------------
FINANCING ACTIVITIES:
Repayment of debt (573,000) (421,000)
-------------------- ------------
Cash (Used For) Financing Activities (573,000) (421,000)
-------------------- ------------
(DECREASE) IN CASH (1,101,000) (1,161,000)
CASH AT BEGINNING OF PERIOD 3,103,000 3,145,000
-------------------- ------------
CASH AT END OF PERIOD $ 2,002,000 $ 1,984,000
==================== ============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for interest $ 242,000 $ 190,000
==================== ============
Loans to franchisees in connection with sales of restaurants $ 1,010,000 $ 571,000
==================== ============
</TABLE>
See accompanying notes to consolidated financial statements.
MIAMI SUBS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PRESENTATION
In the opinion of management, the accompanying unaudited consolidated
financial statements contain all adjustments, which are of a normal recurring
nature, necessary for a fair presentation of the Company's financial position
and results of operations for the periods presented. The financial statements
have been prepared by the Company pursuant to the rules and regulations of the
Securities and Exchange Commission. Accordingly, they do not include all the
information and footnotes required for annual financial statements. The
financial statements included herein should be read in conjunction with the
financial statements presented in the Company's Annual Report on Form 10-K for
the year ended May 31, 1996.
Results of operations reported for interim periods are not necessarily
indicative of results for the entire fiscal year.
2. ADOPTION OF NEW ACCOUNTING STANDARD
In the first quarter of the current fiscal year, the Company adopted Statement
of Financial Accounting Standards (SFAS) No. 121, "Accounting For the
Impairment of Long-Lived Assets and For Long-Lived Assets to be Disposed Of."
SFAS No. 121 in general requires that such impaired assets be written down to
a reduced carrying value. The adoption of SFAS No. 121 by the Company did not
result in a write down of such assets.
3. REVENUES FROM FRANCHISED RESTAURANTS
Revenues from franchised restaurants consist of the following:
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THREE MONTHS ENDED
-------------------
AUGUST 31, AUGUST 31,
1996 1995
------------------- -----------
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Royalties $ 985,000 $ 934,000
Franchise and development fees 116,000 229,000
Sublease rental income and other 31,000 27,000
------------------- -----------
Total $ 1,132,000 $ 1,190,000
=================== ===========
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4. INCOME TAXES
The Company did not provide for income taxes for the three month periods ended
August 31, 1996 and 1995 due to the availability of net operating loss
carry-forwards.
The Company's federal income tax returns for fiscal years 1992 through 1995,
inclusive, are currently under examination by the Internal Revenue Service.
The examining agent has not issued a formal report reflecting proposed
adjustments to tax returns previously filed by the Company. Based on informal
communications with the examining agent, the Company believes that any
adjustment(s) likely to be proposed will (if sustained upon a final
determination) impact only on the loss and credit carryovers and not have a
material effect on the Company's current tax liability.
5. COMMITMENTS AND CONTINGENCIES
The Company and its subsidiaries are parties to various legal actions arising
in the ordinary course of business as described in the Company's Annual Report
on Form 10-K for the fiscal year ended May 31, 1996. The Company is
vigorously contesting these actions and currently believes that the outcome of
such cases will not have a material adverse effect on the Company.
Subsidiaries of the Company are the prime lessee under various land and
building leases for restaurants operated by the Company and its franchisees.
Two Miami Subs restaurants which are sub-leased from subsidiaries of the
Company to franchisees have recently closed. The Company (through its
subsidiaries) is reviewing the prospects of reopening the restaurants,
franchising the restaurants, sub-leasing to new tenants, or terminating the
leases.
6. SHAREHOLDERS' EQUITY AND EARNINGS PER SHARE
At August 31, 1996, options and warrants representing a total of 6,306,000
shares of common stock, at an average exercise price of $2.47, were
outstanding.
The net income per share amounts are computed based on the weighted average
number of common shares and common share equivalents outstanding during the
period, computed using the treasury stock method. Common share equivalents
include convertible preferred stock, options and warrants.
ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
INTRODUCTION
The Company's revenues and expenses are derived principally from operating and
franchising Miami Subs Grill restaurants. Franchise revenues consist
principally of initial franchise fees, area development fees, monthly royalty
fees, and net sublease rental income. In the normal course of operations, the
Company may also derive revenues from the sale of restaurants to franchisees.
Restaurant operating costs include food and paper costs, direct restaurant
labor and benefits, marketing fees, and all other direct costs associated with
operating the restaurants. General, administrative and franchise costs relate
both to Company owned restaurants and the Company's franchising operations.
The Company's revenues and expenses are directly affected by the number, sales
volumes, and profitability of its Company operated restaurants. Revenues, and
to a lesser extent expenses, are also affected by the number, sales volumes
and profitability of franchised restaurants. Initial franchise fees and any
gains on sales of restaurants are directly affected by the number of
restaurants opened and sold during the period.
The Company's fiscal year ends on May 31. The results of operations for the
three months ended August 31, 1996 are not necessarily indicative of the
results that may be expected for the Company's fiscal year.
During the three months ended August 31, 1996, four franchised restaurants
opened, one Company and two franchised restaurants closed, and the Company
sold/transferred four of its Company-operated restaurants to franchisees. At
August 31, 1996, there were 178 restaurants in the system, consisting of 32
Company operated restaurants and 146 franchised restaurants. At August 31,
1995, there were 167 restaurants in the system, consisting of 29 Company
operated restaurants and 138 franchised restaurants.
COMPARISON OF THREE MONTHS ENDED AUGUST 31, 1996 TO AUGUST 31, 1995
Total Revenues
Total Company revenues increased 11.8% to $10.5 million in the first quarter
of the current year, as compared to $9.4 million in the first quarter of last
year. The increase in total revenues in the current period was primarily due
to restaurant sales from additional Company operated restaurants being
operated by the Company in the current period.
Restaurant Sales
The Company's total restaurant sales increased approximately 13.9% to $9.1
million in this year's first quarter, as compared to $8.0 million in the first
quarter of last year. The increase in sales resulted from additional Company
operated restaurants, which totaled 32 at quarter end, as compared to 29 one
year earlier. At the beginning of the current year quarter the Company
operated 37 restaurants and during the quarter the Company sold/transferred
four restaurants to franchisees and closed one restaurant at quarter end. In
the prior year first quarter, the Company operated 30 restaurants for the full
quarter, and during the quarter the Company sold one restaurant to a
franchisee.
During the current year's first quarter and in an effort to improve sales and
customer traffic in its restaurants, the Company continued a recently
implemented marketing strategy involving price discounting. The Company
believes that such programs were instrumental in achieving an approximate .5%
increase in same-store-sales in the Company operated restaurants during the
quarter. However principally as a result of the use of such marketing
programs, the Company's restaurant operating profit and margins declined in
the quarter (see "Restaurant Operating Costs").
Due to the positive impact of the marketing programs on sales during the
current quarter and to a change in the composition of restaurants operated by
the Company, average unit sales for restaurants operated by the Company for
all of the current year's first quarter increased by approximately .7% as
compared to the average in the prior year quarter.
At August 31, 1996, Company operated restaurants were located in Florida (15),
Texas (6), Georgia (3), North Carolina (4), South Carolina (3), and New York
(1). The Company currently plans on franchising up to 21 of its existing
Company operated restaurants, however there can be no assurances that such
restaurants will be franchised on terms and conditions acceptable to the
Company.
Revenues From Franchised Restaurants
Revenues from franchised restaurants declined approximately 4.9% to $1.1
million in the first quarter of the current year, as compared to $1.2 million
in the prior year's first quarter. Although royalty fee income increased by
approximately 5.5% in the quarter, such increase was offset by a reduction in
initial franchise fee income. In addition, the prior year quarter included
income of $60,000 associated with the termination of area development
agreements with franchisees. No such income was recognized in the current
quarter.
The Company and its franchises recently implemented a marketing strategy
involving price discounting. The Company believes that such marketing
programs were in large part instrumental in improving the sales trends and
same-store-sales comparisons in the franchised restaurants. Same-store-sales
in franchised restaurants decreased by approximately .2% during the current
year's first quarter. Although it is expected that such marketing programs
will continue, there can be no assurance that they will be successful.
During the first quarter of the current year, four franchised restaurants
opened (including a co-branded test unit with a Dunkin' Donuts franchisee and
the second Miami Subs restaurant contained in a convenience store/motor fuel
facility), two franchised restaurants closed, and four restaurants operated by
the Company were franchised. There were 146 franchised restaurants in
operation at August 31, 1996, as compared to 133 franchised restaurants at
August 31, 1995.
System-Wide Sales
System-wide sales, which includes sales from all Company operated restaurants
and franchised restaurants, increased by approximately 12.5% to $40.0 million
in this year's first quarter, as compared to $35.6 million in last year's
first quarter, principally reflecting the increase in the total number of
units in the system (178 at August 31, 1996 as compared to 162 at August 31,
1995). Same-store-sales for both Company and franchised units in the system
decreased by approximately .8% in the current quarter. Average unit sales for
restaurants in operation for all of the current quarter increased by
approximately 2.5% as compared to average sales for units in operation for all
of the prior year quarter.
Net Gains From Sales of Restaurants
The Company sold/transferred four of its existing restaurants to franchisees
during the first quarter of the current year. Gains on the sale of
restaurants are dependant on the Company's basis in and the overall
performance of such units. Any gains realized are recorded as income when the
sales are consummated and other conditions are met, including the adequacy of
the down payment and the completion by the Company of its obligations under
the contracts. Total gains recognized in the first quarter of the current
year amounted to $173,000, as compared to $84,000 in the prior year quarter.
Although the Company intends to sell other existing restaurants in the future,
there can be no assurance that any such sales will be consummated or that
gains will be realized.
Interest Income and Other Revenues
Interest income declined in the current year's first quarter principally due
to the non-accrual of interest on certain delinquent notes receivable due from
franchisees. Subsequent to quarter end, all but one of these delinquent notes
receivable were resolved and brought current. In connection with the one
delinquent note receivable, which is secured by a Miami Subs Grill restaurant
and related assets, the Company is pursuing collection efforts, which may
include eviction of the franchisee.
Restaurant Operating Costs
Restaurant operating costs increased to approximately $8.2 million in this
year's first quarter, as compared to $7.0 million in last year's first
quarter, principally as a result of additional Company restaurants in
operation and correspondingly higher sales in the current year quarter. Such
costs as a percent of restaurant sales increased to 91.1% in the current
quarter, as compared to 88.6% in the prior year quarter. The increase in
operating costs was a result of higher labor, cost of sales, repairs, and
amortization of pre-opening costs, and also reflected the effect of price
discounting offered during the quarter in order to stimulate sales and
customer traffic.
General, Administrative and Franchise Costs
General, administrative and franchise costs amounted to approximately $1.5
million or 13.9% of total revenues in the current quarter, as compared to $1.6
million or 16.6% of total revenues in the prior year's quarter. The Company
is maintaining strict cost controls in all areas of its business resulting in
a reduction in administrative costs including salaries, general marketing and
outside legal costs. The Company expects that the amount of such costs will
continue to decline in the second half of the fiscal year as a result of
recently implemented corporate streamlining and as a number of the current
Company operated restaurants are franchised.
Depreciation and Amortization
Depreciation and amortization increased to $515,000 in this year's first
quarter, as compared to $467,000 in the prior year quarter, principally due to
depreciation associated with the additional restaurants that the Company
operated in the current quarter.
Interest Expense
Interest expense increased to $243,000 in this year's first quarter, as
compared to $190,000 in the prior year quarter, principally reflecting
additional debt outstanding in the current quarter ($8.9 million at August 31,
1996) as compared to the prior year quarter ($7.3 million at August 31, 1995).
Provision For Income Taxes
A tax provision was not provided for in the current or prior year periods
because of available net operating loss carryforwards (see Note 4. to the
Consolidated Financial Statements).
LIQUIDITY AND CAPITAL RESOURCES
During the three months ended August 31, 1996, the Company's principal sources
of cash were from earnings before depreciation and amortization and gains from
sales of restaurants totaling approximately $409,000, from the repayment of
notes receivable totaling approximately $99,000 and proceeds from sales of
restaurants totaling $250,000. The Company's principal uses of cash during
the current quarter were for property additions and improvements of
approximately $289,000, scheduled debt repayments of approximately $573,000,
and the net change in other assets and liabilities totaling approximately
$997,000.
Cash and cash equivalents at August 31, 1996, amounted to $2,002,000 (which
includes unexpended marketing fund contributions of $565,000), as compared to
$3,103,000 (including $525,000 in unexpended marketing fund contributions) at
the beginning of the year. At August 31, 1996, the Company's working capital
deficiency was $1,808,000, as compared to $1,579,000 at the beginning of the
current fiscal year. The Company is able to operate with a working capital
deficiency because restaurant operations are conducted primarily on a cash
basis, rapid turnover and frequent deliveries allow a limited investment in
inventories, and accounts payable for food, beverages and supplies usually
become due after the receipt of cash from the related sales.
Current assets at August 31, 1996 include a non-recourse note receivable in
the amount of approximately $1,270,000 resulting from the acquisition of five
restaurants in March 1996. The note, which is secured by 1,325,000 shares of
common stock of the Company, was originally due on July 1, 1996. The Company
has extended the maturity date to October 31, 1996 and is considering a
proposal to extend the maturity for one year.
The Company recently announced a revision of its growth strategy which will
focus on expanding the restaurant chain principally through franchised
restaurants. In addition to continuing to expand its franchise base through
new traditional and non-traditional franchised restaurants, the Company also
intends to franchise up to 21 of its existing Company-operated restaurants.
Although the Company believes that this new strategic direction will help to
improve its future operating results and cash flow, there are no assurances
that such plans will be successful.
In addition to scheduled debt maturities/repayments during the balance of the
current fiscal year of $966,000, the Company's capital requirements for the
balance of fiscal year 1997 relate primarily to necessary capital improvements
to existing restaurants and possible further enhancements to corporate and
restaurant management information systems. Such expenditures will be made as
required, and will take into consideration the Company's current liquidity and
working capital positions and anticipated future cash flows from operations
and other sources.
In connection with the planned sale of existing Company-operated restaurants,
the Company typically provides financing for the sale and leases/sub-leases
the property to the franchisee. Accordingly, the Company would be susceptible
to default of the note and lease/sub-lease by the franchisee. If the sale of
such restaurants are consummated on terms acceptable to the Company, the
Company's working capital position and restaurant operating margins are
expected to improve, royalty and interest income would increase, while at the
same time restaurant sales and total Company revenues would decrease
substantially. There can be no assurances however that any future sales will
be consummated.
The Company expects that competition in the quick-service restaurant industry
will continue to be intense and will remain so in the foreseeable future,
resulting in continued pressure on sales and margins, and slower development
of traditional restaurants by franchisees. Accordingly, emphasis will be
placed on franchising certain existing Company restaurants, expanding
non-traditional franchised restaurants, improving operations in all
restaurants, developing new products, enhancing the effectiveness of marketing
programs, and overall improvement and possible refinements to the entire
system.
As of August 31, 1996, the Miami Subs restaurant system consisted of 178
restaurants, of which 125 of the restaurants were located in Florida, 51
restaurants were located in 15 other states, and two restaurants were located
in Ecuador. Of these restaurants 32 were Company operated and 146 were
franchised. The Company plans to significantly reduce the current number of
Company operated restaurants by selling units to franchisees, and intends to
focus on franchise development, with the objective of expanding the franchise
system in existing markets as well as nationally and internationally. In part
due to the limited number of restaurants located in other states, the
restaurants operating outside of Florida have generally not been as successful
as the restaurants operating in Florida. Additionally, as a result of the
current concentration of restaurants in Florida, the Company and its Florida
franchisees could be more severely affected by any adverse economic conditions
in Florida than would a more geographically diversified company.
Franchisees currently operate 146 of the 178 restaurants in the system, and
the Company intends to franchise up to 21 of its existing Company operated
restaurants. The Company receives royalty and advertising fees from its
franchised restaurants, and also receives lease/sub-lease rental income from
certain of these franchised restaurants. In addition, the Company has
guaranteed certain third party equipment and real estate leases for certain
franchisees and typically finances the sale of Company-operated restaurants to
franchisees. Accordingly, the Company's success and future profitability will
be substantially dependent on the management skills and success of its
existing franchisees, and expansion of the chain will be dependent on the
Company's ability to attract qualified franchisees who will be able to
successfully develop and operate restaurants. Two Miami Subs restaurants
which are sub-leased from subsidiaries of the Company to franchisees have
recently closed. The Company (through its subsidiaries) is reviewing the
prospects of reopening the restaurants, franchising the restaurants,
sub-leasing to new tenants, or terminating the leases.
Seasonality
The Company does not expect seasonality to affect its operations in a
materially adverse manner. However, the Company's restaurant sales during its
first and fourth fiscal quarters have historically been higher that its second
and third quarters.
Adoption of New Accounting Standard
In the first quarter of the current fiscal year, the Company adopted Statement
of Financial Accounting Standards (SFAS) No. 121, "Accounting For the
Impairment of Long-Lived Assets and For Long-Lived Assets to be Disposed Of."
SFAS No. 121 in general requires that such impaired assets be written down to
a reduced carrying value. The adoption of SFAS No. 121 by the Company did not
result in a write down of such assets.
PART II. OTHER INFORMATION
ITEM L. LEGAL PROCEEDINGS
Reference is made to Part I, Item 3, Legal Proceedings, in the Company's
Annual Report on Form
10-K for the fiscal year ended May 31, 1996 for a description of certain legal
proceedings involving the Company. There have been no material developments
in these legal proceedings. The Company is vigorously contesting these
actions and currently believes the outcome of such cases will not have a
material adverse effect on the Company.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits.
NONE
(b) Reports on Form 8-K
NONE
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
MIAMI SUBS CORPORATION
Date: October 2, 1996 By: /s/ Jerry W. Woda
JERRY W. WODA
Senior Vice President,
Chief Financial Officer, and
Pricipal Accounting Officer
