LOGANS ROADHOUSE INC
10-Q, 1997-06-04
EATING PLACES
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<PAGE>   1

                       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 April 20, 1997
                                            --------------

/ /  TRANSITION REPORT PURSUANT TO 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934
             For the transition period from _________ to __________

                         Commission file number 0-26400
                                                -------

                            LOGAN'S ROADHOUSE, INC.
- --------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

            TENNESSEE                                      62-1602074 
- --------------------------------------------------------------------------------
 (State or other jurisdiction of               (IRS Employer Identification No.)
  incorporation or organization)

                     P.O. BOX 291047, NASHVILLE, TN 37229
- --------------------------------------------------------------------------------
                   (Address of principal executive offices)

                                (615) 885-9056
- --------------------------------------------------------------------------------
               (Issuer's telephone number, including area code)

- --------------------------------------------------------------------------------
  (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 proceeding 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
    ------       ------

                      APPLICABLE ONLY TO CORPORATE ISSUERS

         Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date:

            Class                               Outstanding May 30, 1997
            -----                               ------------------------
Common stock, $.01 par value                        6,016,659 shares



<PAGE>   2



                         PART I - FINANCIAL INFORMATION
                         ITEM 1 - FINANCIAL STATEMENTS
                            LOGAN'S ROADHOUSE, INC.
                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                               April 20, 1997
                 Assets                                         (Unaudited)       Dec. 29, 1996
- ---------------------------------------------------            -----------       -------------
<S>                                                             <C>                  <C>    
Current assets:
  Cash and cash equivalents                                     $   180,622          780,307
     Investments, at amortized costs                              5,283,601        7,807,289
     Receivables: trade and other                                   509,355          501,911
     Inventories                                                    401,935          250,582
     Preopening costs                                             1,141,516          831,563
     Prepaid expenses and other current assets                      302,538          270,356
                                                                -----------      -----------

         Total current assets                                     7,819,567       10,442,008

Investments, at amortized costs                                        --          1,253,444
Property, plan and equipment, net                                39,849,721       33,691,774
Other assets                                                         88,108           71,873
                                                                -----------      -----------
         Total assets                                           $47,757,396       45,459,099
                                                                ===========      ===========


         Liabilities and Shareholders' Equity
- ----------------------------------------------------
Current liabilities:
     Accounts payable                                           $ 2,590,603        2,656,152
     Accrued payroll and related expenses                           727,102          883,675
     Deferred revenue                                               273,991          392,376
     Income taxes payable                                           724,921           89,163
     Accrued state and local taxes                                  846,633          488,072
     Deferred income taxes                                          299,800          299,800
                                                                -----------      -----------

         Total current liabilities                                5,463,050        4,809,238

     Deferred income taxes                                          648,028          648,028
                                                                -----------      -----------
         Total liabilities                                        6,111,078        5,457,266
     Shareholders' equity (note 2):
     Common stock, $0.01 par value;
         Authorized 15,000,000 shares; issued        
         6,016,659 and 6,013,784 shares, respectively                60,167           60,138
     Additional paid-in capital                                  35,097,872       35,072,026
     Retained earnings                                            6,488,279        4,869,669
                                                                -----------      -----------

         Total shareholders' equity                              41,646,318       40,001,833
                                                                -----------      -----------
         Total liabilities and shareholders' equity             $47,757,396       45,459,099
                                                                ===========      ===========
</TABLE>



See accompanying notes to financial statements.




                                       2
<PAGE>   3

                            LOGAN'S ROADHOUSE, INC.
                             STATEMENTS OF EARNINGS
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                  Sixteen Weeks Ended:
                                            --------------------------------
                                            April 20, 1997    April 21, 1996
                                            --------------    --------------
<S>                                         <C>                  <C>           
Net restaurant sales                        $ 17,896,368         10,905,150    

Costs and expenses:                                                            
   Food and beverage                           5,860,177          3,596,148    
   Labor and benefits                          4,959,992          3,008,121    
   Occupancy and other                         2,607,115          1,673,241    
   Depreciation and amortization                 950,224            478,613    
   General and administrative                  1,075,757            744,639    
                                            ------------        -----------
                                              15,453,265          9,500,762    
                                            ------------        -----------    

   Income from operations                      2,443,103          1,404,388    
                                                                               
Other income (expense):                                                        
   Interest net                                   60,194            (63,592)   
   Franchise fee and royalties                    45,695              -    
                                            ------------        -----------
                                                 105,889            (63,592)   
                                            ------------        -----------    
   Earnings before income taxes                2,548,992          1,340,796    
                                                                               
Income tax expense (note 3)                      930,382            482,687    
                                            ------------        -----------    
    Net earnings                            $  1,618,610            858,109    
                                            ============        ===========    
Earnings per share                          $       0.26               0.17    
                                            ============        ===========    
                                                                               
Weighted average shares outstanding            6,263,699          4,968,204    
                                            ============        ===========    
</TABLE>                                                       


See accompanying notes to financial statements.



                                       3
<PAGE>   4




                            LOGAN'S ROADHOUSE, INC.
                            STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)


<TABLE>
<CAPTION>
                                                                 Sixteen Weeks Ended
                                                                 -------------------

                                                          April 20, 1997     April 21, 1996
                                                          --------------     --------------
<S>                                                        <C>               <C>       
Cash flows from operating activities:
   Net earnings                                            $  1,618,610         858,109
   Adjustments to reconcile net earnings to net
    cash provided by operating
      activities:
           Depreciation and amortization                        950,224         478,613
   Net effect of changes in current assets and
      current liabilities                                      (302,936)        203,034

                                                           ------------     -----------
   Net cash provided by operating activities                  2,265,898       1,539,756
                                                           ------------     -----------

Cash flows from investing activities:
   Additions to property, plant and equipment                (6,652,355)     (2,625,817)
   Proceeds from maturities of investments                    3,777,132           
   Increase in other assets                                     (16,235)         (3,000)
                                                           ------------     -----------

    Net cash used by investing activities                    (2,891,458)     (2,628,817)
                                                           ------------     -----------
Cash flows from financing activities:
   Net proceeds from public offerings
                                                                   --        20,759,994
   Proceeds from exercise of stock options                       25,875            --
   Payments on long-term obligations                               --        (2,579,251)
                                                           ------------     -----------
Net cash provided by financing activities                        25,875      18,180,743
                                                           ------------     -----------

Net increase (decrease) in cash                                (599,685)     17,091,682

and cash equivalents, beginning of period                       780,307       2,260,776
                                                           ------------     -----------

Cash and cash equivalents, end of period                   $    180,622      19,352,458
                                                           ============     ===========
</TABLE>


See accompanying notes to financial statements.




                                       4
<PAGE>   5





                            LOGAN'S ROADHOUSE, INC.

                    NOTES TO UNAUDITED FINANCIAL STATEMENTS
             SIXTEEN WEEKS ENDED APRIL 20, 1997 AND APRIL 21, 1996

(1)      BASIS OF PRESENTATION

         The accompanying financial statements have been prepared by the
Company without audit, with the exception of the December 29, 1996 balance
sheet which was derived from the audited financial statements included in the
Company's December 29, 1996 Annual Report. The financial statements include
balance sheets, statements of earnings and statements of cash flows which have
been prepared in accordance with generally accepted accounting principles for
interim financial reporting and in accordance with Rule 10-01 of Regulation
S-X. These financial statements, note disclosures and other information should
be read in conjunction with the "Selected Financial Data" and financial
statements and the notes thereto included in the Company's December 29, 1996
Annual Report.

         In the opinion of management, the unaudited interim financial
statements contained in this report reflect all adjustments, consisting of only
normal recurring accruals, which are necessary for a fair presentation of the
financial position and the results of operations for the interim periods
presented. The results of operations for any interim period are not necessarily
indicative of results for the full year.

         For accounting purposes, the Company has adopted a 52/53 week fiscal
year ending on the last Sunday in December. For financial reporting purposes,
the first quarter consists of 16 weeks with the second, third and fourth
quarters each consisting of 12 weeks (13 weeks in the fourth quarter of a 53
week year).

(2)      SHAREHOLDERS' EQUITY

         On July 26, 1995, the Company completed its initial public offering
whereby 1.1 million shares of Common Stock were sold in a registered offering.
Proceeds to the Company (after underwriting discounts and expenses) amounted to
approximately $13.3 million.

         Pursuant to a registered public offering on April 10, 1996, the
Company sold 862,500 shares of Common Stock at $26 per share. After deducting
underwriting discounts and expenses of the offering, proceeds to the Company
amounted to approximately $20.8 million. From the net proceeds, the Company
repaid approximately $2.3 million of outstanding indebtedness and plans to use
the remaining net proceeds, (approximately $5.3 million as of April 20, 1997)
together with cash on hand, cash flow from operations, and lease financing to
open three or four additional restaurants during the remainder of 1997,
depending on the availability of quality sites, the hiring and training of
sufficiently skilled management and other personnel and other factors.



                                       5
<PAGE>   6

         On May 9, 1996, the Company's Board of Directors authorized a
three-for-two stock split in the form of a 50% stock dividend which was payable
on June 5, 1996, to shareholders of record on May 20, 1996. Prior to the stock
split, the Company had 4,007,500 common shares outstanding. A total of
2,003,729 shares of Common Stock were issued in connection with the split. All
references in the accompanying financial statements to weighted-average shares
outstanding and per share amounts have been restated to reflect the split.

(3)      INCOME TAXES

         The provision for income taxes for the first quarter ended April 20,
1997 has been calculated based on management's estimate of the effective tax
rate being 36.5% for 1997. The Company's effective tax rate for the comparable
period last year was 36.0%. The current quarter increase is primarily
attributable to an expected decrease in tax exempt interest income during 1997.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

General

         The following discussion includes comments and data relating to the
Company's financial condition and results of operations for the first quarter
(16 weeks) ended April 20, 1997. This section should be read in connection with
the "Selected Financial Data" and financial statements and related notes
included in the Company's December 29, 1996 Annual Report.

Results of Operations

         The following table sets forth, for the periods indicated, the
percentages which items in the statements of earnings bear to net sales.

<TABLE>
<CAPTION>
                                                     PERCENTAGE OF NET RESTAURANT SALES
                                                     ----------------------------------
                                                                FIRST QUARTER
                                                               (16 WEEKS ENDED)
                                                               ----------------

                                                     April 20, 1997       April 21, 1996
                                                     --------------       --------------
<S>                                                     <C>                   <C>    
Net restaurant sales............................        100.0%                100.0% 
Costs and expenses:                                                                  
  Food and beverage.............................         32.7                  33.0  
  Labor and benefits............................         27.7                  27.6  
  Occupancy and other...........................         14.6                  15.3  
  Depreciation and amortization.................          5.3                   4.4  
  General and administrative....................          6.0                   6.8  
                                                        -----                 -----  
    Total operating costs and expenses..........         86.3                  87.1  
                                                        -----                 -----  
    Income from operations......................         13.7                  12.9  
Other income (expense), net.....................           .6                   (.6) 
                                                        -----                 -----  
    Earnings before income taxes................         14.2                  12.3  
Income tax expense..............................          5.2                   4.4  
                                                        -----                 -----  
    Net earnings................................          9.0%                  7.9% 
                                                        =====                 =====  
</TABLE>


                                       6


<PAGE>   7

NET RESTAURANT SALES

         Sales during the first quarter (16 weeks) of 1997 increased 64.1% when
compared to the first quarter of 1996. The following table indicates percentage
sales changes by components for the first quarter of 1997 as compared to the
first quarter of 1996.

<TABLE>
<CAPTION>
                                                         1st Quarter
                                                         (16 weeks)
                                                     Ended April 20, 1997
                                                     --------------------
                  Restaurants                                      % of
                                                        No.       Change
                                                        ---       ------
<S>                                                     <C>       <C> 
In operation, for comparable quarters                    8         0.6%

Newly opened (non-comparable)                           12        63.5
                                                        --        ----
                                                        20        64.1%
                                                        ==        ==== 
</TABLE>

         The Company opened six new restaurants in 1996 (one during the first
quarter ended April 21, 1996) and opened five new restaurants during the first
quarter of 1997. The Company had 20 restaurants in operation at April 20, 1997.
During the first quarter, same-store-sales increased 0.6%. Management
attributes the increase to a 1.5% menu price increase which was implemented on
February 1, 1997. Alcoholic beverage sales, consisting of liquor and beer,
accounted for 11.7% and 12.5% of net restaurant sales for the first quarters of
1997 and 1996, respectively. Management attributes the decrease to an overall
increase in the Company's lunch sales and a relative decrease in liquor sales
as a percentage of alcoholic beverage sales.

FOOD AND BEVERAGE COSTS

         This category primarily consists of the cost of all food and
beverages, including alcoholic and non-alcoholic beverages. In addition, the
cost of peanuts, which are complimentary to all customers, are reflected in
this category.

         Food and beverage costs decreased 0.3% as a percentage of net sales
from 33.0% in the first quarter of 1996 to 32.7% in the first quarter of 1997.
Management attributes the 0.3% decline primarily to lower produce prices. In
addition, cost increases as a percentage of net sales were partially offset by
the aforementioned 1.5% menu price increase. The prices of the Company's
commodities (beef, pork, chicken, seafood and produce) are subject to seasonal
fluctuations. Accordingly, food cost results for the first quarter ended April
20, 1997 may not necessarily be indicative of results to be expected for the
year. The Company has historically experienced higher food costs during the
spring (second quarter) and summer (third quarter) time periods.



                                       7
<PAGE>   8

LABOR AND BENEFITS

         Labor and benefits include restaurant management salaries, bonuses,
hourly wages for unit level employees, payroll taxes and various employee
benefit programs.

         As a percentage of net sales, labor and benefits increased 0.1% from
27.6% in the first quarter of 1996 to 27.7% in the first quarter of 1997. The
first quarter increase of 0.1% is primarily attributable to five new
restaurants (equivalent to 2.3 in terms of restaurant weeks) opened and the
associated high labor costs normally incurred. One new restaurant was opened
during the first quarter last year. Generally, when a new restaurant opens,
management budgets and incurs labor costs approximately 15% higher than normal
to accommodate the initial increased business and to ensure a high level of
food quality and service to its customers. As the new staff gains experience
over a 30-60 day post-opening period, hourly labor schedules are gradually
adjusted to provide maximum efficiency with existing sales volume.

OCCUPANCY AND OTHER

         Occupancy and other costs and expenses are primarily fixed in nature
and, with the exception of advertising, generally do not vary with unit sales
volume. Rent, insurance, property taxes, utilities, maintenance and advertising
account for the major expenditures in this category. As a percentage of net
sales, these costs have declined 0.7% from 15.3% in the first quarter of 1996
to 14.6% in the first quarter of 1997.

         As a result of operating with a larger restaurant base during the
first quarter, occupancy and other costs and expenses have increased in total
absolute dollars. The percentage decline of 0.7% in the first quarter of 1997
is primarily attributable to advertising expenses which were higher last year
than the normally budgeted 2% of net sales. Various production and media costs
accounted for the increase.

DEPRECIATION AND AMORTIZATION

         The Company records depreciation on its property and equipment on a
straight-line basis over an estimated useful life. In addition, this category
also includes amortization of a new restaurant's preopening costs, which
include costs of hiring and training the initial staff and certain other costs.
The preopening costs are amortized on a straight-line basis over a one-year
period commencing with a restaurant's opening. As of April 20, 1997, the
Company had unamoritized preopening costs of $1,141,516.

         For the first quarter of 1997, depreciation and amortization amounted
to $950,224, an increase of $471,611 or 98.5% over the comparable period in
1996. As a percentage of net restaurant sales, these expenses were 5.3% and
4.4% for the first quarters of 1997 and 1996, respectively. These increases are
primarily the result of the increased depreciation and amortization resulting
from the opening of ten new restaurants since the first quarter of 1996.
Although the Company prefers to own rather than lease its restaurant facilities
and plans to pursue this policy, where possible, in subsequent quarters, the
Company will continue to lease properties in certain locations.




                                       8
<PAGE>   9

GENERAL AND ADMINISTRATIVE

         General and administrative expenses include all corporate and
administrative functions that serve to support the existing restaurant base and
provide the infrastructure for future growth. Management, supervisory and staff
salaries, employee benefits, data processing, training, rent and costs
associated with being a public company are the major items of expense in this
category.

         For the first quarter of 1997, general and administrative expenses
amounted to $1,075,757, an increase of $331,118 or 44.5% over the comparable
period in 1996. As a percentage of net sales, these expenses were 6.0% and 6.8%
for the first quarter of 1997 and 1996, respectively.

         The dollar increase is primarily attributable to the Company
significantly expanding its management and staff personnel in the areas of
finance, accounting, human resources, operations, training and real estate
reflecting the increased level of organizational support necessary to support
the Company's growing restaurant base. Since July 1995, the Company has also
incurred certain additional costs associated with operating as a public
company. Because of the Company's expansion plans and the expected increase in
net sales as a result thereof, management expects these expenses to continue to
increase during 1997 in absolute dollars, but to decline slightly as a
percentage of net sales. For a discussion of factors affecting the Company's
plans to open additional restaurants, see "Liquidity and Capital Resources."

OTHER INCOME (EXPENSE)

         Net interest income (interest income minus interest expense) from cash
and cash equivalents amounted to $60,194 during the first quarter of 1997 as
compared to $63,592 of net interest expense last year. On April 10, 1996, the
Company completed a secondary offering of shares of Common Stock with net
proceeds amounting to approximately $20.8 million. From the net proceeds, the
Company repaid all of the then outstanding debt. Accordingly, since the latter
date, the Company has incurred no interest expense and generated interest
income from its various taxable and non-taxable investments.

         The Company's first two franchised restaurants were opened in Edmond
and Oklahoma City, Oklahoma in May and November, 1996, respectively. In
connection with both openings, the Company recognized as income the initial
non-refundable $30,000 franchise fee collected. During the first quarter of
1997, royalty fees of $45,695 were received from the two franchised
restaurants.

INCOME TAXES

         The effective tax rates for the first quarters of 1997 and 1996 were
36.5% and 36.0%, respectively. The increase in the first quarter 1997 tax rate
to 36.5% is primarily attributable to an expected decrease in tax exempt
interest income during 1997.




                                       9
<PAGE>   10

NET EARNINGS

         As a result of the factors discussed above, net earnings in the first
quarter of 1997 increased 88.6% to $1,618,610 or 9.0% of net sales from
$858,109 or 7.9% of net sales in the first quarter of 1996. Earnings per share
increased $0.09 or 52.9% in the first quarter of 1997 to $.26 from $.17 in the
first quarter of 1996 with a 26.1% increase in shares of Common Stock
outstanding.

LIQUIDITY AND CAPITAL RESOURCES

         On April 10, 1996, the Company completed a secondary offering whereby
1,293,750 shares (giving effect to a three-for-two stock split) of Common Stock
were sold in a registered offering. Proceeds to the Company (after underwriting
discounts and expenses) amounted to approximately $20.8 million. From the net
proceeds, the Company repaid approximately $2.3 million of outstanding
indebtedness and proceeded to use approximately $8.7 million of the remaining
proceeds, together with cash on hand, cash flow from operations and lease
financing, to open six new restaurants during 1996. The Company plans to use
the remaining proceeds to open eight or nine new restaurants during 1997 of
which five have been opened during the first quarter ended April 20, 1997. The
Company's ability to expand the number of its restaurants will depend on a
number of factors, including the selection and availability of quality
restaurant sites, the negotiation of acceptable lease or purchase terms, the
securing of required governmental permits and approvals, the adequate
supervision of construction, the hiring, training and retaining of skilled
management and other personnel, the availability of adequate financing and
other factors, many of which are beyond the control of the Company. The hiring
and retention of management and other personnel may be difficult given the low
unemployment rates in the areas in which the Company intends to operate. There
can be no assurance that the Company will be successful in opening the number
of restaurants anticipated in a timely manner. Furthermore, there can be no
assurance that the Company's new restaurants will generate sales revenue or
profit margins consistent with those of the Company's existing restaurants, or
that these new restaurants will be operated profitably.

         The Company's principal capital needs arise from the development of
new restaurant facilities and, to a lesser extent, maintenance and improvement
of its existing facilities. Prior to the Company's initial public offering in
late July 1995, the principal sources of capital to fund the aforementioned
expenditures were operating cash flow, bank borrowings and lease financing. The
following table provides certain information regarding the Company's sources
and uses of capital for the periods presented.

<TABLE>
<CAPTION>
                                           1st Quarter 
                                            (16 Weeks)              Fiscal Year Ended
                                              Ended                 -----------------
                                         April 20, 1997    Dec. 29, 1996       Dec. 31, 1995
                                         --------------    -------------       -------------
                                                          (in thousands)
<S>                                         <C>             <C>                  <C>          
Cash flows from operations .............    $ 2,266         $  7,302             $  3,011     
Net proceeds from public offering ......       --             20,773               13,048     
Capital expenditures ...................     (6,652)         (18,146)             (13,886)    
Net borrowings (repayments) ............       --             (2,579)                 529     
</TABLE>                                                                     




                                      10
<PAGE>   11


         Since inception, the Company's single largest use of funds has been
for capital expenditures consisting of land, building, equipment and preopening
costs associated with its restaurant expansion program. The substantial growth
of the Company over the period has not required significant additional working
capital. Sales are predominately cash, and the business does not require
significant receivables or inventories. In addition, it is typical to receive
trade credit for the purchase of food, beverage and supplies, thereby reducing
the need for incremental working capital to support sales increases.

         The Company prefers to own its restaurant facilities when possible
rather than lease. The cost of developing the Company's prototype Logan's
Roadhouse restaurant is estimated to range from $1.9 to $2.5 million, including
$875,000 for building costs, $375,000 for equipment costs and $175,000 for
preopening costs. Land acquisition costs are the most variable development
costs and are estimated to range between $500,000 and $1.1 million. The cost of
the development for a new restaurant will not include land acquisition costs if
the property is leased rather than purchased. The Company plans to open three
or four new restaurants during the remainder of 1997, depending on the
availability of quality sites, the hiring and training of sufficiently skilled
management and other personnel and other factors.

         Capital expenditures and preopening costs planned for 1997 are
estimated to range from approximately $14.3 million to $16.5 million for the
development of 11 or 12 new restaurants of which eight or nine are expected to
be opened in 1997. Thus far, five new restaurants have opened during the first
quarter ended April 20, 1997. In addition, the Company plans to spend $200,000
in 1997 to renovate and replace equipment in existing restaurants. Capital
expenditures and preopening costs for the remaining three quarters of 1997 are
estimated to range from $7.6 million to $9.8 million for the development of six
or seven new restaurants of which three or four are expected to be open in
1997.

         Management believes that the net proceeds of the secondary offering,
together with available cash reserves (including an unused $2.5 million bank
line of credit) and cash provided from operations, will be sufficient to fund
the Company's expansion plans through the first quarter of 1998. Should the
Company's actual results of operations fall short of, or its rate of expansion
significantly exceed its plans, or should its costs or capital expenditures
exceed expectations, the Company may need additional funding prior thereto. In
negotiating such financing, there can be no assurance that the Company will be
able to raise additional capital on terms satisfactory to the Company.

         In order to provide any additional funds necessary to pursue the
Company's long-term growth strategy, the Company intends to incur, from time to
time, additional short and long-term bank indebtedness and may issue, in public
or private transactions, its equity and debt securities, the availability and
terms of which will depend upon market and other conditions. There can be no
assurance that such additional financing will be available on terms acceptable
to the Company.

         This report contains certain forward-looking statements, including
those relating to the opening of additional restaurants and planned capital
expenditures, each of which is affected by the specific, cautionary language
appearing in the first paragraph of "Liquidity and Capital Resources."



                                      11
<PAGE>   12

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         No disclosure required.

                          PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS
         
         As disclosed in the Company's Form 10-KSB for the fiscal year ended
         December 29, 1996, on June 11, 1996, Joseph H. Cook filed a lawsuit
         against the Company in the Circuit Court of Davidson County,
         Tennessee relating to the termination of his employment relationship
         with the Company. The Company denied Mr. Cook's allegations and
         contended that his termination was based upon legitimate business
         reasons and that it had not engaged in any improper activities. On or
         about April 18, 1997, Mr. Cook filed a Notice and Order of Voluntary
         Nonsuit dismissing his case without prejudice. Under Tennessee state
         law, Mr. Cook may refile this case within one year.

ITEM 6:  EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits:

<TABLE>
<CAPTION>
Exhibit
Number                                   Description of Exhibits
- ------                                   -----------------------
<S>           <C>       
*2       -    Exchange Agreement, dated May 30, 1995, by and among O'Charley's,
              each of the shareholders of LMG and the Registrant

*3.1     -    Amended and Restated Charter of the Registrant

*3.2     -    Bylaws of the Registrant

*4.1     -    Section 8 of the Amended and Restated Charter of the Registrant
              (included in Exhibit 3.1)

*4.2     -    Specimen of Common Stock certificate

**10.33  -    Area Development Agreement, dated March 17, 1997, between the
              Registrant, CMAC Incorporated and Charles F. McWhorter, Jr.

**10.34  -    Form of Franchise Agreement between the Registrant, CMAC
              Incorporated and Charles F. McWhorter, Jr.

27       -    Financial Data Schedule (for SEC use only)
</TABLE>


*Incorporated by reference to the Registrant's Registration Statement on Form
SB-2 (Registration No. 33-92976-A).

** Incorporated by reference to the Registrant's Form 10-KSB for the fiscal
year ended December 29, 1996. (Commission File No. 0-26400).

(b)      Reports on Form 8-K

         The Company was not required to file a report on Form 8-K during the
quarter for which this report is filed.


                                      12

<PAGE>   13


                                   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.

  
                                   LOGAN'S ROADHOUSE, INC.

                                   By: /s/ David J. McDaniel
                                       -------------------------------------
                                       David J. McDaniel,
                                       Vice President, Treasurer and Secretary
                                       (Chief Financial Officer)



Date:  June 2, 1997



                                      13

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
UNAUDITED FINANCIAL STATEMENTS OF LOGAN'S ROADHOUSE, INC. FOR THE SIXTEEN WEEKS
ENDED APRIL 20 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS INCLUDED IN FORM 10-Q.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   4-MOS
<FISCAL-YEAR-END>                          DEC-28-1997
<PERIOD-START>                             DEC-30-1996
<PERIOD-END>                               APR-20-1997
<CASH>                                         180,622
<SECURITIES>                                 5,283,601
<RECEIVABLES>                                  509,355
<ALLOWANCES>                                         0
<INVENTORY>                                    401,935
<CURRENT-ASSETS>                             7,819,567
<PP&E>                                      42,205,757
<DEPRECIATION>                               2,356,036
<TOTAL-ASSETS>                              47,757,396
<CURRENT-LIABILITIES>                        5,463,050
<BONDS>                                              0
                                0
                                          0
<COMMON>                                        60,167
<OTHER-SE>                                  41,586,151
<TOTAL-LIABILITY-AND-EQUITY>                47,757,396
<SALES>                                     17,896,368
<TOTAL-REVENUES>                            17,896,368
<CGS>                                        5,860,177
<TOTAL-COSTS>                               14,377,508
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                              2,548,992
<INCOME-TAX>                                   930,382
<INCOME-CONTINUING>                          1,618,610
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 1,618,610
<EPS-PRIMARY>                                     0.26
<EPS-DILUTED>                                     0.26
        

</TABLE>


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