INTERNATIONAL FRANCHISE SYSTEMS INC
10QSB, 1997-11-17
GRAIN MILL PRODUCTS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   ----------

                                   FORM 10-QSB

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


For the thirteen weeks ended September 28, 1997   Commission File Number 0-26270

                      INTERNATIONAL FRANCHISE SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)

             Delaware                                          52-1853204
  (State or other jurisdiction of                        (I.R.S. Employer
  incorporation or organization)                       Identification No.)


        6701 Democracy Boulevard
                Suite 300
           Bethesda, Maryland                                20817
(Address of principal executive offices)                   (Zip code)


Registrant's telephone number, including area code: (301) 897-4870


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 of 15(d) of the  Securities  and  Exchange Act of 1934
during the preceding 12 months (or for such shorter  period that the  registrant
was  required  to file such  reports)  and (2) has been  subject to such  filing
requirements for the past 90 days.


                          Yes   X     No   ___


As of  November 1, 1997  6,727,324  shares of common  stock par value,  $.01 per
share were outstanding.
<PAGE>
                      INTERNATIONAL FRANCHISE SYSTEMS, INC.

                                   FORM 10-QSB

              For the Thirteen Week Period Ended September 28, 1997

                                      INDEX

Part I:   FINANCIAL INFORMATION

Item 1 :  Financial Statements
<TABLE>
<CAPTION>
<S>                                                                                                                 <C>
  Condensed Consolidated Balance Sheet as of September 28, 1997 [Unaudited]                                         3 - 4

  Condensed Consolidated  Statements of Operations for the thirteen week periods
  June 29, 1997 to September 28, 1997 and July 1, 1996 to September 29, 1996 and
  for the thirty-nine  week periods  December 30, 1996 to September 28, 1997 and
  January 1, 1996 to September 29, 1996 [Unaudited]                                                                   5

  Condensed Consolidated Statement of Stockholders' Equity for the thirty-nine week period December 30, 1996
  to September 28, 1997 [Unaudited]                                                                                   6

  Condensed Consolidated Statements of Cash Flows for the thirty-nine week periods December 30, 1996 to
  September 28, 1997 and January 1, 1996 to September 29, 1996 [Unaudited]                                            7

  Notes to Condensed Consolidated Financial Statements                                                                8

Item 2:  Management's Discussion and Analysis of Financial Condition and Results of Operations
                                                                                                                    9 -13


Part II:   OTHER INFORMATION                                                                                          14

SIGNATURES                                                                                                            15

                               o o o o o o o o o o


                                       2
</TABLE>
<PAGE>

INTERNATIONAL FRANCHISE SYSTEMS, INC. AND SUBSIDIARIES
- -------------------------------------------------------------------------------
CONDENSED CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 28, 1997.
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
ASSETS:
Current Assets:
                                                       September 28, 1997  December 29, 1996
<S>                                                           <C>              <C>     
  Cash and Cash Equivalents                                   2,893,493        $664,123
  Trade Accounts Receivable - Net                             1,852,117       2,278,638
  Franchisee Loans                                              856,431       1,008,990
  Other Receivables                                             268,450          51,475
  Inventories                                                   764,740         865,131
  Prepaid Expenses and Accrued Income                           530,179         665,521
  Officer Loan Receivable                                       221,946         125,016
  Due from Related Parties [C]                                2,674,248       1,839,325
                                                            -----------     -----------

  Total Current Assets                                       10,061,604       7,498,219
                                                            ===========     ===========

Property and Equipment - Net                                  3,892,513       3,423,542
                                                            -----------     -----------

Other Assets:
  Deposits                                                      295,254         637,562
  Intangible Assets                                           1,006,863       1,107,953
  Investment in Marketable Securities of Parent Company         726,145         776,145
                                                            -----------     -----------

Total Other Assets                                            2,028,262       2,521,660
                                                            ===========     ===========

Total Assets                                                 15,982,379     $13,443,421
                                                            -----------     -----------
</TABLE>

The  Accompanying  Notes are an Integral  Part of these  Condensed  Consolidated
Financial Statements.

                                       3
<PAGE>

INTERNATIONAL FRANCHISE SYSTEMS, INC. AND SUBSIDIARIES
- -------------------------------------------------------------------------------
CONDENSED CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 28, 1997
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Liabilities and Stockholders' Equity:
Current Liability:
                                                                September 28, 1997   December 29, 1996
  Current Liability:
<S>                                                                   <C>            <C>       
  Trade Accounts Payable                                              3,429,199      $3,704,523
  Accrued Expenses                                                    1,033,499       1,114,416
  Other Payables and Accrued Interest                                   215,737         189,156
  Obligations Under Capital Leases                                      200,484         217,691
  Current Portion of Long Term Debt                                     233,869         321,621
  Related Party Payable                                                      --          29,785
  Taxes Payable                                                         593,127         415,771
                                                                    -----------     -----------

  Total Current Liability                                             5,705,915       5,803,807
                                                                    -----------     -----------

  Total Current Liabilities
Long Term Liabilities:

  Notes Payable - Long Term                                             365,776         392,363
  Obligations under Capital Lease                                        40,137          67,877
                                                                    -----------     -----------

  Total Long Term Liabilities                                           405,913         460,240
                                                                    -----------     -----------


Minority Interest                                                       739,066              --
                                                                    -----------     -----------

Stockholders' Equity:
  $.01 Par Value, Preferred Stock, 1,000,000 Shares Authorized,
  No Shares Issued and Outstanding                                           --              --
                                                                    -----------     -----------

  $.01 Par Value, Common Stock - 19,000,000 Shares
  Authorized and 6,727,324 Shares Issued and Outstanding                 67,273          67,273
  Additional Paid-in-Capital                                          6,489,611       6,489,611

  Retained Earnings                                                   2,414,724         372,090
  Cumulative Foreign Currency Translation Adjustment                    159,877         250,400
                                                                    -----------     -----------

  Total Stockholders' Equity                                          9,131,485       7,179,374
                                                                    -----------     -----------

                                                                    -----------     -----------

  Total Liabilities and Stockholders' Equity                        $15,982,379     $13,443,421
                                                                    -----------     -----------

</TABLE>
The  Accompanying  Notes are an Integral  Part of these  Condensed  Consolidated
Financial Statements.

                                       4
<PAGE>

INTERNATIONAL FRANCHISE SYSTEMS, INC. AND SUBSIDIARIES
- -------------------------------------------------------------------------------
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
[UNAUDITED]
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                 For the Thirteen Weeks              For the Thirty-Nine Weeks
                                                                June 29,          July 1,       December 29, 1996   January 1, 1996
                                                                1997 to          1996 to         to September 28,           to
                                                              September 28,     September 29,         1997          September 29,
                                                                  1997              1996                                  1996
<S>                                                            <C>              <C>                <C>               <C>         
Revenue:
  Sales by Company Owned Stores                                $1,177,396       $ 1,578,453        $3,116,747        $  4,051,699
  Commissary Sales                                              5,044,249         3,039,451        13,005,848           8,520,528
  Franchise Fees                                                   80,408           151,934           335,780             332,273
  Rental Income                                                   543,127           341,987         1,574,833             965,345
  Royalty Sales                                                   968,602           749,824         2,813,347           2,076,167
  Computer Sales                                                  282,152           123,427           851,756             465,970
  Other Operating Income                                           88,954           156,618           235,605             589,397
                                                         ----------------- ----------------- ----------------- ------------------

  Total Revenue                                                 8,184,889         6,018,267        21,933,916          16,535,409
                                                         ----------------- ----------------- ----------------- ------------------
Cost of Sales
  Company Owned Stores                                            737,647         1,007,948         1,914,547           2,652,620
  Food and Packaging                                            4,536,161         2,730,664        11,370,896           7,643,351
  Other Operating Expenses                                        853,181           613,451         2,901,599           1,855,890
                                                         ----------------- ----------------- ----------------- ------------------
Total Cost of Sales                                             6,126,990         4,352,063        16,187,043          12,151,861
                                                         ----------------- ----------------- ----------------- ------------------
Gross Margin                                                    2,057,899         1,666,204         5,746,873           4.383.548
                                                         ----------------- ----------------- ----------------- ------------------
Amortization/Depreciation                                         171,412           158,582           553,559             431,442
Gain on Sale of Fixed Assets                                          996                --            89,430                  --
Administrative Expenses                                         1,691,895         1,291,115         4,637,566           3,813,578
                                                         ----------------- ----------------- ----------------- ------------------
Operating Income/(Loss)
                                                                  195,588           216,507           645,178             138,535
Interest Income                                                   117,583            47,276           224,217             133,940
Interest Expense                                                   11,590          (24,868)            62,569            (74,726)
                                                         ----------------- ----------------- ----------------- ------------------
Net Interest Income                                               105,993            22,408           161,648             197,749
Income (Loss) from Continuing Operations
                                                                  301,581           238,915           806,826           (244,482)
Minority Interest                                                  73,735                --            73,735                  --
(Loss) from Discontinued Operations                                10,295            41,245            78,317             442,231
Extraordinary Income After Tax                                         --                --         1,756,038                  --
                                                         ----------------- ----------------- ----------------- ------------------
Net Income                                                        217,551           197,670         2,410,812           (244,482)
Earnings/(Loss) Per Share:
Income from Continuing Operations                                   $0.03             $0.03             $0.12             ($0.04)
Loss from Discontinued Operations                                      --                --           ($0.02)                  --
Extraordinary Income                                                   --                --             $0.26                  --
                                                         ----------------- ----------------- ----------------- ------------------
Net Income (Loss) Per Share                                         $0.03             $0.03             $0.36             ($0.04)
                                                         ----------------- ----------------- ----------------- ------------------
Weighted Average Number of Shares Outstanding
                                                                6,727,324         6,727,324         6,727,324           6,727,324
                                                         ----------------- ----------------- ----------------- ------------------
</TABLE>

The  Accompanying  Notes are an Integral  Part of these  Condensed  Consolidated
Financial Statements.

                                       5
<PAGE>

INTERNATIONAL FRANCHISE SYSTEMS, INC. AND SUBSIDIARIES
- -------------------------------------------------------------------------------
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
[UNAUDITED]
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                              Cumulative
                                                                                               Foreign
                                            Common Stock         Additional                    Currency            Total
                                        Number of                 Paid-in       Retained     Translation      Stockholders' Equity
                                         Shares       Amount      Capital       Earnings     Adjustments
<S>                                   <C>            <C>        <C>           <C>                <C>                 <C>      
Balance - December 29, 1996             6,727,324      67,273     6,489,611     372,090            250,400             7,179,374

Foreign Currency Translation
Adjustment                                    --           --           --           --           (90,523)              (90,523)

Adjustment for Minority Interest              --           --           --     (368,178)                --             (368,178)

Net Income for the period
December 29, 1996 to September 28,
1997                                          --           --           --    2,410,812                 --             2,410,812

                                       ------------ ----------- ------------- ------------- --------------- ---------------------

Balance - September  29, 1996          6,727,324     $ 67,273   $6,489,611    2,414,724            159,877             9,131,485
                                       ------------ ----------- ------------- ------------- --------------- ---------------------
</TABLE>

Foreign Currency Translation

The  functional  currency for the  Company's  foreign  operations is the British
pound  sterling.  The  translation  from the British  pound  sterling  into U.S.
dollars is performed for balance sheet accounts using the current  exchange rate
in effect at the balance sheet date and for revenue and expense accounts using a
weighted average exchange rate during the period.  The gains or losses resulting
from such translations are included in stockholders' equity. Equity transactions
are denominated in British Pound sterling have been translated into U.S. dollars
using the effective rate of exchange at date of issuance.

The  Accompanying  Notes are an Integral  Part of these  Condensed  Consolidated
Financial Statements.

                                       6
<PAGE>

INTERNATIONAL FRANCHISE SYSTEMS, INC. AND SUBSIDIARIES
- -------------------------------------------------------------------------------
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
[UNAUDITED]
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                  For the Thirty-Nine Weeks
                                                                                 December 30,     January 1, 1996
                                                                                   1996 to             to
                                                                                September 28,      September 29,
                                                                                     1997             1996
<S>                                                                                <C>              <C>     
Net Cash - Operating Activities                                                    $170,598         $663,982
                                                                                -----------      -----------

Investing Activities:
  Purchase of Property, Equipment and Capitalized Costs                          (1,357,631)        (857,886)
  Proceeds on Disposal of Property and Equipment                                    328,934          328,934
                                                                                -----------      -----------
Net Cash - Investing Activities                                                  (1,028,697)        (528,952)
                                                                                -----------      -----------

Financing Activities:
  Share of Shares in Subsidiary                                                   3,125,062               --
  New Short Term Loans                                                                   --               --
  Proceeds from Loan                                                                293,936          184,596
  Payment of Debt                                                                  (348,263)        (380,226)
  Proceeds from Sale of Common Stock                                                     --               --
                                                                                -----------      -----------
Net Cash - Financing Activities                                                   3,070,735         (195,630)
                                                                                -----------      -----------

Effect of Exchange Rate Changes on Cash                                              16,734           (1,808)

Net [Decrease] in Cash and Cash Equivalents                                       2,229,370         (434,684)

Cash and Cash Equivalents - Beginning of Periods                                    664,123        1,039,915

                                                                                -----------      -----------
Cash and Cash Equivalents - End of Periods                                       $2,893,493         $605,231
                                                                                -----------      -----------

Supplemental Disclosures of Cash Flow Information:
  Cash paid during the periods for:
    Interest Paid                                                                   $61,389         $133,940
    Taxes Paid                                                                           --               --

Supplemental Disclosures of Non-Cash Financing and Investing Activities:
  Exchange of Marketable Securities and Assignment of Consulting Agreements              --         $776,145
  Fixed Assets acquired under Capital leases                                             --         $248,295
</TABLE>

The  Accompanying  Notes are an Integral  Part of these  Condensed  Consolidated
Financial Statements.

                                       7
<PAGE>

INTERNATIONAL FRANCHISE SYSTEMS, INC.
- -------------------------------------------------------------------------------
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
[UNAUDITED]
- -------------------------------------------------------------------------------

[A]      Significant Accounting Policies

         Significant  accounting  policies of INTERNATIONAL  FRANCHISE  SYSTEMS,
         INC. [the "Company"] are set forth in the Company's Form 10-KSB for the
         year ended December 29, 1996, as filed with the Securities and Exchange
         Commission.

[B]      Basis of Reporting

         The  balance  sheet  as  of  September  28,  1997,  the  statements  of
         operations for the period  December 30, 1996 to September 28, 1997, and
         for the period  January 1, 1996 to September 29, 1996, the statement of
         stockholders'  equity for the period December 30, 1996 to September 28,
         1997 and the statements of cash flows for the period  December 30, 1996
         to September  28, 1997 and for the period  January 1, 1996 to September
         29,  1996  have  been  prepared  by  the  Company  without  audit.  The
         accompanying  interim condensed unaudited financials have been prepared
         in accordance with generally accepted accounting principles for interim
         financial  information  and with the  instructions  of Form  10-QSB and
         Regulation SB. Accordingly,  they do not include all of the information
         and footnotes required by generally accepted accounting  principles for
         complete financial statements.  In the opinion of the management of the
         Company,  such statements  include all adjustments  [consisting only of
         normal  recurring  items]  which are  considered  necessary  for a fair
         presentation of the financial  position of the Company at September 28,
         1997,  and  the  results  of its  operations  and  cash  flows  for the
         thirty-nine  weeks then ended.  It is  suggested  that these  unaudited
         financial   statements  be  read  in  conjunction  with  the  financial
         statements  and notes  contained in the  Company's  Form 10-KSB for the
         year ended December 29, 1996.

         Certain  reclassifications  may have  been  made to the 1996  financial
         statements to conform to classification used in 1997.

 [C]     Due from Related Parties

         Crescent  Capital  owns  4,700,000  share  or   approximately   70%  of
         International  Franchise Systems,  Inc.  outstanding stock. The Company
         has loaned  funds to Crescent  Capital of  $2,674,248.  These loans are
         interest  bearing at 8% and principal  and interest were  scheduled for
         repayment on or before October 31, 1997.

{D}      Subsequent Events

         On November 6, 1997, Melvin Lazar resigned as a director of the Company
         for personal reasons.

         On November 6, 1997 the Company  agreed to extend the  repayment of its
         $2,674,248 loan to Crescent Capital,  Inc. Pursuant to the terms of the
         agreement,  Crescent  Capital  has agreed to pay  $500,000 on or before
         December 28, 1997 and the Company agreed to extend the repayment of the
         balance of $2,174,248 to September 1, 1998. Failure by Crescent to make
         the $500,000  payment will constitute a default under the agreement and
         the loan will be payable upon demand. In addition,  Crescent has agreed
         to pledge its 1.3  million  shares of IFS stock as  collateral  for the
         loan.


                               o o o o o o o o o o

                                       8
<PAGE>


Item 2. Management's  Discussion and Analysis of Financial  Condition and Result
of Operations

Overview -

Income for the  thirty-nine  week  period was higher than the same period of the
previous year due to the opening of new stores,  the increase of existing  store
sales  year to  year of 11%,  and its  corresponding  impact  on  royalties  and
commissary sales and higher computer system sales. As of September 28, 1997, the
Company has opened a total of 145  Domino's  units.  This  includes 139 delivery
units,  an increase of five units over the previous  thirteen  week period,  (10
that are Company owned) and 6 units that are "call and collect".

In a move to strengthen IFS's investment value and future growth  potential,  in
June,  the Company  sold a 15% interest in its  Domino's  subsidiary  for $3.125
million.  After expenses and taxes,  the Company realized a net profit of $1.756
million from the sale. The Company  intends to use the proceeds from the sale to
help finance a new commissary and  administrative  center to support  continuing
rapid growth of Domino's in the UK. In connection  with the sale,  the purchaser
has an option to acquire an  additional  5% interest in the  company's  Domino's
subsidiary.

In September  1996,  the Company sold one Haagen Dazs parlour back to the Master
Franchisor in the UK. In October,  the Company signed a letter of intent to sell
the two other  Haagen Dazs units.  Approval  of the Master  Franchisor  has been
obtained  for the  transaction  and the Company  believes the units will be sold
once the landlord consent is obtained.

The Company opened a sit down restaurant,  Pizzazz, in December 1995, to further
increase awareness of the Domino's brand. The restaurant was closed in June 1996
after the Company  determined  that the success of the concept would require too
much management  attention to be redirected from the Company's primary business.
Accordingly,  the  Company  reported  the  losses  from  Pizzazz  as a loss from
discontinued  operations  in the 1996  financial  statements.  The  Company  has
subleased the property  commencing  April 1997 and  terminating  December  2010.
Since April, the income is reflected as rental income.


                                       9
<PAGE>


Results of Operations
<TABLE>
<CAPTION>
                                                For the Thirty-nine Weeks Ended
Income Statement Data                         September 28, 1997  September 29, 1996
Revenues:                                               (%)             (%)
<S>                                                    <C>             <C> 
Sales by Company Owned Stores                          14.2            24.5
Commissary Sales                                       59.3            51.5
Franchise Fees                                          1.5             2.0
Rental Income                                           7.2             5.8
Royalty Sales                                          12.8            12.7
Computer Sales                                          3.9             2.8
Other Operating Income                                  1.1             0.7
                                                      -----           -----
Total Revenues                                        100.0           100.0

Cost of Sales:
Company Owned Stores (1)                               61.4            65.4
Commissary Sales (1)                                   87.4            89.7
Other Cost of Goods (1)                                49.9            46.8
                                                      -----           -----
Total Cost of Sales (2)                                73.8            73.5

Gross Margin                                           26.2            26.5

Administrative (2)                                     21.2            23.1
Amortization/Depreciation (2)                           2.5             2.6
Gain On Fixed Assets (2)                                0.4              --
                                                      -----           -----
Operating Income (2)                                    2.9             0.8
Other Income (2)                                        0.7             0.3
                                                      -----           -----
Continuing Operations (2)                               3.6             1.1
Discontinued Operations - (Loss) (2)
                                                       (0.3)           (2.6)
                                                      -----           -----
Income/(Loss) before Extraordinary Income (2)           3.3            (1.5)
                                                      =====           =====
</TABLE>
Notes:
(1)   as a percentage of respective revenue
(2)   as a percentage of total revenue


Comparison  of the Thirteen Week Periods June 29, 1997 to September 28, 1997 and
July 1, 1996 to October 1, 1996.

Revenue

Total  revenue for the thirteen  week period ended  September  28, 1997 was $8.2
million,  an  increase  of 36%  against  the  same  period  of  1996.  The  main
constituents  of this  increase  arose from royalty  income  which  increased by
approximately  $0.2 million,  commissary  sales which increased by $2.0 million,
and rental and other income which increased by $0.4 million.

                                       10
<PAGE>

For the period  ended  September  28,  1997,  system wide sales  totalled  $17.6
million versus $13.6 million in the third quarter of 1996. This represents a 29%
improvement  from the previous year.  This increase in system-wide  sales is the
primary reason for the increase in royalty income and commissary sales. Sales at
Company  owned  stores  decreased by  approximately  $0.4 million for the period
ended September 28, 1997 as compared to the period ended September 29, 1996. The
decrease in  comparative  sales at Company  owned  stores in  operation  and the
operating of more corporate stores under the dealer development  program.  Other
income components increased as a result of the subleasing of more properties and
the sale of in-store computer systems.


Cost and Expenses

The Company  experienced  an increase in cost of sales against the same thirteen
week  period in 1996 from  approximately  $4.4  million to $6.1,  an increase of
40.7%.  The cost of sales as a percentage of  commissary  sales was equal to the
same period of the previous year  (89.8%).  The cost of sales as a percentage of
Company  owned  store sales  decreased  from 63.8% in the same period in 1996 to
62.6% in 1997.

Income

Operating income of $195,588 was achieved in the period against operating income
of $41,245 in the  comparable  period in 1996.  This  increase in  profitability
resulted from an increase in sales and the corresponding margins on those sales.

Comparison of the  Thirty-Nine  Week Periods  December 30, 1996 to September 28,
1997 and January 1, 1996 to September 29, 1996.

Revenue

Total revenue for the thirty-nine week period ended September 28, 1997 was $21.9
million,  an  increase  of 33%  against  the  same  period  of  1996.  The  main
constituents  of this  increase  were royalty  income,  which  increased by $0.7
million, commissary sales, which increased by $4.5 million, and rental and other
income which increased by $1.1 million.  Sales at Company owned stores decreased
by $0.9 million.

For the period  ended  September  28,  1997,  system wide sales  totalled  $31.4
million versus $24.5 million in the same  thirty-nine  week period of 1996. This
represents  a  28%  improvement   from  the  previous  year.  This  increase  in
system-wide  sales is the primary  reason for the increase in royalty income and
commissary sales.

The decrease in  comparative  sales at Company owned stores  resulted  primarily
from one less Haagen Dazs unit and the operating of more corporate  stores under
the dealer development  program than the previous year. Other income increase as
the result of the subleasing of the property  formerly occupied by the Company's
Pizzazz restaurant.

Cost and Expenses

The Company  experienced an increase in cost of sales against the same period in
1996 from approximately  $12.1 million to $16.2 million, a increase of 34%. Cost
of sales went up due to increased  sales,  but margins  increased  due to better
price controls.  The cost of sales as a percentage of commissary sales decreased
by 2.3% from the same period of the previous year because of better  controls to
ensure that Commissary pricing was adjusted for raw material price fluctuations,
and lower  distribution cost per delivery.  The cost of sales as a percentage of
Company  owned stores sales  decreased  from 65.4% in the same period in 1996 to
61.4% in 1997.

                                       11
<PAGE>



Income

Operating income of $645,178 was achieved in the period against operating income
of $442,231 in the  comparable  period in 1996.  This increase in  profitability
resulted from an increase in sales and higher margins.  The loss on discontinued
operations  is  attributed  to the  sit  down  restaurant,  Pizzazz,  which  was
operating  in the  first  five  months  of 1996.  The loss of  $244,482  in 1996
compared to the loss of $78,317 in 1997.

Liquidity and Capital Resources

At September 28, 1997, the Company's working capital of $4.1 million compared to
$1.2 million at September 29, 1996,  and $1.7 million at December 29, 1996.  The
Company's trade receivable has decreased by $462,374 from the same period of the
prior year as the Company improved its credit collection controls. The Company's
receivable from related parties increased by $1,564,551and inventories and other
receivables have increased by $307,102. Total current liabilities have increased
by $1,034,060 from the same period of the previous year. The principle  increase
in current  liabilities is related  almost  entirely to the accrual for expenses
and taxes related to the sale of shares in the subsidiary.

The Company  anticipates  it will spend  $300,000 to open  additional  corporate
stores and acquire additional  commissary  equipment in 1997. The Company is not
obligated to open any  additional  Company owned stores  through the end of 1997
under the Master Franchise Agreement.

To support the Company's  continuing  growth,  the Company is constructing a new
administrative office and new commissary.  The Company estimates the cost of the
new facility to be approximately 3.4 million pound sterling ($5.5 million).  The
Company has secured  financing from National  Westminster Bank for approximately
70% of the total cost. The building  construction  cost will be financed over 15
years at a fixed rate  interest rate of 8.75%.  The  equipment  will be financed
over  a 5  year  lease.  The  Company  believes  its  existing  commissary  will
adequately  service the dough  production  needs of existing and  projected  new
franchisees for the next twelve months.  The Company believes it can finance its
obligations  from  existing  cash  balances and  projected  cash flows.  The new
facility is forecasted to open in August 1998.

The Company does not anticipate that the loan to Crescent Capital will be repaid
before September 1998.

If the  Company's  plans  change or its  assumptions  or  estimates  prove to be
inaccurate, the Company may require additional funds to achieve increased sales.
If such funds are unavailable, the Company will have to reduce its operations to
a level consistent with its available funding.


Exchange Rate

The weighted  exchange  rate for the  thirteen  weeks ended  September  28, 1997
($1.6096  per  British  pound  sterling)  was  approximately  3% higher than the
exchange  rate during the  comparable  period in 1996 ($1.5602 per British pound
sterling).  This difference has the effect of improving the Company's results by
approximately 3% when expressed in U.S. dollars.

                                       12
<PAGE>

Inflation

The primary  inflationary factor affecting the Company's  operations is the cost
of food. As the cost of food has increased,  the Company has  historically  been
able to offset these increases through economies of scale and improved operating
procedures,  although there is no assurance that such offsets will continue.  To
date, inflation has not had a material effect on the Company's operations.

                                       13
<PAGE>



Part II                    OTHER INFORMATION

Item 1.  Legal Proceedings

         The  Company  is  not  a  party  to  any  litigation  or   governmental
         proceedings  that  management  believes  would result in  judgements or
         fines that would have a material adverse effect on the Company.

Item 2.  Changes in Securities

         Not Applicable.

Item 3.  Defaults Upon Senior Securities

         Not Applicable.

Item 4.  Exhibits

         (a) Exhibits

         None.

         (b) Reports on Form 8-K

         No  reports on Form 8-K were  filed  during the period  covered by this
         report.


                                       14
<PAGE>




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.

                                    INTERNATIONAL FRANCHISE SYSTEMS, INC.


Date:  November 17, 1997            By: /s/ H Michael Bush
                                            H Michael Bush, President
                                            (Principal Executive Officer and
                                             Principal Accounting Officer)

                                       15

<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          JAN-04-1998
<PERIOD-START>                             JUN-29-1997
<PERIOD-END>                               SEP-28-1997
<CASH>                                       2,893,493
<SECURITIES>                                         0
<RECEIVABLES>                                1,852,117
<ALLOWANCES>                                         0
<INVENTORY>                                    764,740
<CURRENT-ASSETS>                            10,061,004
<PP&E>                                       3,892,513
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                              15,982,379
<CURRENT-LIABILITIES>                        5,705,915
<BONDS>                                              0
<COMMON>                                        67,273
                                0
                                          0
<OTHER-SE>                                           0
<TOTAL-LIABILITY-AND-EQUITY>                15,982,379
<SALES>                                      5,044,249
<TOTAL-REVENUES>                             8,184,889
<CGS>                                        6,126,990
<TOTAL-COSTS>                                6,126,990
<OTHER-EXPENSES>                             1,691,895
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              11,590
<INCOME-PRETAX>                                195,588
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            301,581
<DISCONTINUED>                                  10,295
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   217,551
<EPS-PRIMARY>                                     0.03
<EPS-DILUTED>                                     0.03
        

</TABLE>


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