SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
| (Mark One) | ||
þ | Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | |
| For the quarterly period ended September 27, 2009 | ||
o | Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | |
| Commission File Number: 0-12919 | ||
PIZZA INN, INC. | ||
(Exact name of registrant as specified in its charter) | ||
Missouri | 47-0654575 | |
(State or other jurisdiction of | (I.R.S. Employer | |
Incorporation or organization) | Identification No.) | |
3551 Plano Parkway | ||
The Colony, Texas 75056 | ||
(Address of principal executive offices) | ||
(469) 384-5000 | ||
(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 þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check One)
Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller reporting company þ
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ
As of November 4, 2009, 8,010,919 shares of the issuer’s common stock were outstanding.
PIZZA INN, INC.
Index
| PART I. FINANCIAL INFORMATION | ||||||||
| Item 1. Financial Statements | Page | |||||||
| Condensed Consolidated Statements of Operations for the three months | ||||||||
| ended September 27, 2009 and September 28, 2008 (unaudited) | 3 | |||||||
| Condensed Consolidated Balance Sheets at September 27, 2009 (unaudited) | ||||||||
| and June 28, 2009 | 4 | |||||||
| Condensed Consolidated Statements of Cash Flows for the three months | ||||||||
| ended September 27, 2009 and September 28, 2008 (unaudited) | 5 | |||||||
| Supplemental Disclosures of Cash Flow Information for the three months ended | ||||||||
| September 27, 2009 and September 28, 2008 (unaudited) | 6 | |||||||
| Notes to Condensed Consolidated Financial Statements | 7 | |||||||
| Item 2. Management's Discussion and Analysis of | ||||||||
| Financial Condition and Results of Operations | 12 | |||||||
| Item 3. Quantitative and Qualitative Disclosures About Market Risk | 18 | |||||||
| Item 4T. Controls and Procedures | 18 | |||||||
| PART II. OTHER INFORMATION | ||||||||
| Item 1. Legal Proceedings | 19 | |||||||
| Item 1A. Risk Factors | 19 | |||||||
| Item 2 Unregistered Sales of Equity Securities and Use of Proceeds | 19 | |||||||
| Item 3. Defaults Upon Senior Securities | 19 | |||||||
| Item 4. Submission of Matters to a Vote of Security Holders | 19 | |||||||
| Item 5. Other Information | 19 | |||||||
| Item 6. Exhibits | 20 | |||||||
| Signatures | 21 | |||||||
| Exhibit 31.1 |
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| Exhibit 31.2 |
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| Exhibit 32.1 |
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| Exhibit 32.2 |
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
PIZZA INN, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
Three Months Ended | ||||||||
September 27, | September 28, | |||||||
| REVENUES: | 2009 | 2008 | ||||||
| Food and supply sales | $ | 8,395 | $ | 10,134 | ||||
| Franchise revenue | 1,062 | 1,064 | ||||||
| Restaurant sales | 543 | 190 | ||||||
| 10,000 | 11,388 | |||||||
| COSTS AND EXPENSES: | ||||||||
| Cost of sales | 8,116 | 9,655 | ||||||
| Franchise expenses | 467 | 479 | ||||||
| General and administrative expenses | 777 | 687 | ||||||
| Severance | -- | 37 | ||||||
| Bad debt | 15 | 15 | ||||||
| Interest expense | 14 | 12 | ||||||
| 9,389 | 10,885 | |||||||
| INCOME FROM CONTINUING OPERATIONS BEFORE TAXES | 611 | 503 | ||||||
| Income taxes | 206 | 161 | ||||||
| INCOME FROM CONTINUING OPERATIONS | 405 | 342 | ||||||
| Loss from discontinued operations, net of taxes | (39 | ) | (49 | ) | ||||
| NET INCOME | 366 | 293 | ||||||
| EARNINGS PER SHARE OF COMMON STOCK - BASIC: | ||||||||
| Income from continuing operations | $ | 0.05 | $ | 0.04 | ||||
| Loss from discontinued operations | (0.00 | ) | (0.01 | ) | ||||
| Net income | $ | 0.05 | $ | 0.03 | ||||
| EARNINGS PER SHARE OF COMMON STOCK - DILUTED: | ||||||||
| Income from continuing operations | $ | 0.05 | $ | 0.04 | ||||
| Loss from discontinued operations | (0.00 | ) | (0.01 | ) | ||||
| Net income | $ | 0.05 | $ | 0.03 | ||||
| Weighted average common shares outstanding - basic | 8,011 | 8,946 | ||||||
| Weighted average common and | ||||||||
| potential dilutive common shares outstanding | 8,011 | 8,970 | ||||||
See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.
PIZZA INN, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except per share amounts)
September 27, | June 28, | |||||||
| ASSETS | 2009 (unaudited) | 2009 | ||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents | $ | 91 | $ | 274 | ||||
| Accounts receivable, less allowance for bad debts | ||||||||
| of $92 and $203, respectively | 2,746 | 2,559 | ||||||
| Income tax receivable | -- | 80 | ||||||
| Inventories | 1,359 | 1,371 | ||||||
| Property held for sale | 17 | 17 | ||||||
| Deferred income tax assets | 618 | 618 | ||||||
| Prepaid expenses and other | 480 | 233 | ||||||
| Total current assets | 5,311 | 5,152 | ||||||
| LONG-TERM ASSETS | ||||||||
| Property, plant and equipment, net | 2,210 | 1,743 | ||||||
| Deferred income tax assets | 86 | 86 | ||||||
| Deposits and other | 102 | 81 | ||||||
| $ | 7,709 | $ | 7,062 | |||||
| LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable - trade | $ | 1,742 | $ | 1,806 | ||||
| Deferred revenues | 325 | 132 | ||||||
| Accrued expenses | 1,129 | 1,009 | ||||||
| Total current liabilities | 3,196 | 2,947 | ||||||
| LONG-TERM LIABILITIES | ||||||||
| Deferred gain on sale of property | 153 | 159 | ||||||
| Deferred revenues | 236 | 246 | ||||||
| Bank debt | 645 | 621 | ||||||
| Other long-term liabilities | 24 | 37 | ||||||
| Total liabilities | 4,254 | 4,010 | ||||||
| COMMITMENTS AND CONTINGENCIES (See Note 3) | ||||||||
| SHAREHOLDERS' EQUITY | ||||||||
| Common stock, $.01 par value; authorized 26,000,000 | ||||||||
| shares; issued 15,130,319 and 15,130,319 shares, respectively; | ||||||||
| outstanding 8,010,919 and 8,010,919 shares, respectively | 151 | 151 | ||||||
| Additional paid-in capital | 8,778 | 8,741 | ||||||
| Retained earnings | 19,162 | 18,796 | ||||||
| Treasury stock at cost | ||||||||
| Shares in treasury: 7,119,400 and 7,119,400, respectively | (24,636 | ) | (24,636 | ) | ||||
| Total shareholders' equity | 3,455 | 3,052 | ||||||
| $ | 7,709 | $ | 7,062 | |||||
See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.
PIZZA INN, INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW
(In thousands)
(Unaudited)
Three Months Ended | ||||||||
September 27, | September 28, | |||||||
2009 | 2008 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net income | $ | 366 | $ | 293 | ||||
| Adjustments to reconcile net income to | ||||||||
| cash used for operating activities: | ||||||||
| Depreciation and amortization | 72 | 83 | ||||||
| Stock compensation expense | 37 | 55 | ||||||
| Provision for bad debts | 15 | 15 | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Notes and accounts receivable | (122 | ) | 209 | |||||
| Inventories | 12 | (20 | ) | |||||
| Accounts payable - trade | (64 | ) | (866 | ) | ||||
| Accrued expenses | (43 | ) | (327 | ) | ||||
| Deferred revenue | 177 | 12 | ||||||
| Prepaid expenses and other | (281 | ) | (120 | ) | ||||
| Cash provided (used) for operating activities | 169 | (666 | ) | |||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Capital expenditures | (539 | ) | (407 | ) | ||||
| Cash used for investing activities | (539 | ) | (407 | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Change in line of credit, net | 24 | 301 | ||||||
| Cash overdraft | 163 | 582 | ||||||
| Repurchase of common stock | -- | (814 | ) | |||||
| Cash provided by financing activities | 187 | 69 | ||||||
| Net decrease in cash and cash equivalents | (183 | ) | (1,004 | ) | ||||
| Cash and cash equivalents, beginning of period | 274 | 1,157 | ||||||
| Cash and cash equivalents, end of period | $ | 91 | $ | 153 | ||||
See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.
PIZZA INN, INC.
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
(In thousands)
(Unaudited)
Three Months Ended | ||||||||
September 27, | September 28, | |||||||
2009 | 2008 | |||||||
| CASH PAYMENTS FOR: | ||||||||
| Interest | $ | 14 | $ | 12 | ||||
| Income taxes | 50 | -- | ||||||
See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.
PIZZA INN, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The accompanying condensed consolidated financial statements of Pizza Inn, Inc. (the "Company") have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in the financial statements have been omitted pursuant to such rules and regulations. The unaudited condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended June 28, 2009.
In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments necessary to fairly present the Company's financial position and results of operations for the interim periods reflected. Except as noted, all adjustments contained herein are of a normal recurring nature. Results of operations for the fiscal periods presented herein are not necessarily indicative of fiscal year-end results.
(1) Summary of Significant Accounting Policies
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are wholly owned. All appropriate intercompany balances and transactions have been eliminated.
Cash and Cash Equivalents
The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.
Fiscal Quarters
Fiscal first quarters ended September 27, 2009 and September 28, 2008, both contained 13 weeks.
Revenue Recognition
The Company recognizes revenue when products are delivered and the customer takes ownership and assumes risk of loss, collection of the relevant receivable is probable, persuasive evidence of an arrangement exists and the sales price is fixed or determinable. The Company's Norco division sells food and supplies to franchisees on trade accounts under terms common in the industry. Food and supply revenue are recognized upon delivery of the product. Norco sales are reflected under the caption "Food and supply sales." Shipping and handling costs billed to customers are recognized as revenue.
Franchise revenue consists of income from license fees, royalties, and area development and foreign master license fees. License fees are recognized as income when there has been substantial performance under the agreement by both the franchisee and the Company. Domestic license fees are generally recognized at the time the restaurant is opened. Foreign master license fees are generally recognized upon execution of the agreement as all material services relating to the sale have been substantially performed by the Company and the fee has been collected. Royalties are recognized as income when earned.
Stock-Based Compensation
We account for stock options using the fair value recognition provisions of the authoritative guidance on share-based payments.
The Company uses the Black-Scholes formula to estimate the value of stock-based compensation for options granted to employees and directors and expects to continue to use this acceptable option valuation model in the future. The authoritative guidance also requires the benefits of tax deductions in excess of recognized compensation cost to be reported as a financing cash flow.
Use of Management Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company’s management to make estimates and assumptions that affect its reported amounts of assets, liabilities, revenues, expenses and related disclosure of contingent liabilities. The Company bases its estimates on historical experience and other various assumptions that it believes are reasonable under the circumstances. Estimates and assumptions are reviewed periodically and actual results could differ materially from estimates.
New Accounting Pronouncements
In June 2009, the FASB issued new authoritative guidance regarding accounting standards codification that will become the source of authoritative U.S. Generally accepted accounting principles ("GAAP") recognized by the FASB to be applied by nongovernmental entities. The Company adopted the new guidance in the first quarter of fiscal 2010. The new guidance did not affect the Company’s financial position and results of operations, but did affect the way U.S. GAAP is referenced within the consolidated financial statements and accounting policies.
(2) Long-Term Debt
On January 23, 2007, the Company and The CIT Group / Commercial Services, Inc. (“CIT”) entered into an agreement for a revolving credit facility of up to $3.5 million (the “CIT Credit Facility”). CIT may terminate the CIT Credit Facility only as of January 23, 2012 or the same date any year thereafter, and then only by giving the Company at least 90 days prior written notice of such termination. The actual availability on the CIT Credit Facility is determined by advance rates on eligible inventory and accounts receivable. Interest on borrowings outstanding on the CIT Credit Facility is at a rate equal to the prime rate plus an interest rate margin of 0.0% to 0.5% or, at the Company’s option, at the LIBOR rate plus an interest rate margin of 2.0% to 3.0%. The specific interest rate margin is based on the Company’s performance under certain financial ratio tests. An annual commitment fee is payable on any unused portion of the CIT Credit Facility at a rate of 0.375%. All of the Company’s (and its subsidiaries’) personal property assets (including, but not limited to, accounts receivable, inventory, equipment, and intellectual property) have been pledged to secure payment and performance of the CIT Credit Facility, which is subject to customary covenants for asset-based loans.
On June 27, 2007, the Company and CIT entered into an agreement to amend the CIT Credit Facility to (i) allow the Company to repurchase Company stock in an amount up to $3.0 million, (ii) allow the Company to make permitted cash distributions or cash dividend payments to the Company’s shareholders in the ordinary course of business and (iii) increase the aggregate capital expenditure limit from $0.8 million to $3.0 million per fiscal year.
On May 30, 2008, the Company again amended the CIT Credit Facility to permit the Company to repurchase up to $7.0 million of the Company’s common stock. As of September 27, 2009, $0.6 million was outstanding on the CIT Credit Facility at an interest rate of 3.5% and the Company had additional borrowing availability of $1.9 million.
(3) Commitments and Contingencies
On April 22, 2009 the Company’s board of directors amended the stock purchase plan first adopted on May 23, 2007 and previously amended on June 2, 2008, to increase the number of shares of common stock the Company may repurchase by 1,000,000 shares to a total of 3,016,000 shares. As of September 27, 2009, there were 848,425 shares available to be repurchased under the plan.
The Company is also subject to various claims and contingencies related to employment agreements, franchise disputes, lawsuits, taxes, food product purchase contracts and other matters arising out of the normal course of business. Management believes that any such claims and actions currently pending are either covered by insurance or would not have a material adverse effect on the Company's annual results of operations or financial condition if decided unfavorably.
(4) Stock-Based Compensation
For the three months ended September 27, 2009, we recognized stock-based compensation of $37,000. As of September 27, 2009, unamortized stock-based compensation expense was $0.3 million.
The following table summarizes the Company’s outstanding stock options for the three months ended September 27, 2009 and September 28, 2008:
Three Months Ended
September 27, 2009
September 28, 2008
Outstanding at beginning of year 485,000 588,358 Granted 115,510 270,000 Exercised -- (10,000 ) Forfeited/Canceled/Expired -- (563,358 ) Outstanding at end of period 600,510 285,000 Exercisable at end of year 247,000 30,000
(5) Earnings per Share (EPS)
The following table shows the reconciliation of the numerator and denominator of the basic EPS calculation to the numerator and denominator of the diluted EPS calculation (in thousands, except per share amounts).
Three Months Ended
September 27, 2009
September 28, 2008
Diluted
Basic
Diluted
Basic
Income from continuing operations $ 405 $ 405 $ 342 $ 342 Discontinued operations (39 ) (39 ) (49 ) (49 ) Net income available to common stockholders $ 366 $ 366 $ 293 $ 293 Weighted average common shares 8,011 8,011 8,946 8,946 Dilutive stock options --
--
24 --
Average common shares outstanding 8,011 8,011 8,970 8,946 Income from continuing operations per share $ 0.05 $ 0.05 $ 0.04 $ 0.04 Discontinued operations loss per common share $ --
$ --
$ (0.01 ) $ (0.01 ) Net income per common share $ 0.05 $ 0.05 $ 0.03 $ 0.03
For the three months ended September 27, 2009, options to purchase 600,510 shares of common stock at exercise prices ranging from $1.90 to $3.17 per share were not included in the computation of diluted EPS because the options’ exercise prices were greater than the average market price of the common shares for the period. For the three months ended September 28, 2008, options to purchase 275,000 shares of common stock at exercise prices ranging from $2.51 to $3.17 were not included in the computation of diluted EPS because the options’ exercise prices were greater than the average market price of the common shares for the period.
(6) Closed restaurants and discontinued operations
The authoritative guidance on “Accounting for the Impairment or Disposal of Long-Lived Assets,” requires that discontinued operations that meet certain criteria be reflected in the statement of operations after results of continuing operations as a net amount. This guidance also requires that the operations of the closed restaurants, including any impairment charges, be reclassified to discontinued operations for all periods presented.
The authoritative guidance on “Accounting for Costs Associated with Exit or Disposal Activities,” requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred. This authoritative guidance also establishes that fair value is the objective for initial measurement of the liability.
The Company closed two of its restaurants in Houston, Texas during the quarter ended September 23, 2007. The results of operations for these two restaurants are reported as discontinued operations in the accompanying Condensed Consolidated Statement of Operations. No provision for impairment was required to be taken at that time because the impairment taken in the fiscal year ended June 24, 2007, reduced the carrying value of the properties to their estimated net realizable value. The net realizable value remains unchanged. The two properties are on the market for sub-lease. Because we believe that the properties will sub-lease at or above the current lease rates, we have not reserved any additional costs related to our obligations under these non-cancelable leases.
(7) Income Taxes
Management re-evaluates the deferred tax asset each quarter and believes that it is more likely than not that the net deferred tax asset of $0.7 million will be fully realized based on the Company’s recent history of pre-tax profits and the expectation of future taxable income as well as the future reversal of existing temporary differences. During the three months ended September 27, 2009, the Company provided $0.2 million in net tax expense. In determining this amount, the Company made its best estimate of the effective tax rate expected to be applicable for the full fiscal year. The rate so determined was used to provide for income taxes on a current year to date basis.
(8) Property Held for Sale
Assets that are to be disposed of by sale are recognized in the consolidated financial statements at the lower of carrying amount or estimated net realizable value (proceeds less cost to sell), and are not depreciated after being classified as held for sale. In order for an asset to be classified as held for sale, the asset must be actively marketed, be available for immediate sale and meet certain other specified criteria. At September 27, 2009, the Company had approximately $17,000 of assets classified as held for sale, representing miscellaneous trailers and other transportation equipment.
(9) Segment Reporting
Summarized in the following tables are net sales and operating revenues, operating income and geographic information (revenues) for the Company’s reportable segments for the three month periods ended September 27, 2009 and September 28, 2008 (in thousands). Operating income reported below excludes income tax provision and discontinued operations.
September 27, | September 28, | |||||||
2009 | 2008 | |||||||
| Net sales and operating revenues: | ||||||||
| Food and equipment distribution | $ | 8,395 | $ | 10,134 | ||||
| Franchise and other (2) | 1,605 | 1,254 | ||||||
| Intersegment revenues | 199 | 65 | ||||||
| Combined | 10,199 | 11,453 | ||||||
| Less intersegment revenues | (199 | ) | (65 | ) | ||||
| Consolidated revenues | $ | 10,000 | $ | 11,388 | ||||
| Depreciation and amortization: | ||||||||
| Food and equipment distribution | $ | -- | $ | -- | ||||
| Franchise and other (2) | 46 | 66 | ||||||
| Combined | 46 | 66 | ||||||
| Corporate administration and other | 26 | 17 | ||||||
| Depreciation and amortization | $ | 72 | $ | 83 | ||||
| Interest expense: | ||||||||
| Food and equipment distribution | $ | -- | $ | -- | ||||
| Franchise and other (2) | -- | -- | ||||||
| Combined | -- | -- | ||||||
| Corporate administration and other | 14 | 12 | ||||||
| Interest expense | $ | 14 | $ | 12 | ||||
| Operating income: | ||||||||
| Food and equipment distribution (1) | $ | 434 | $ | 288 | ||||
| Franchise and other (1) (2) | 534 | 524 | ||||||
| Intersegment profit | 53 | 15 | ||||||
| Combined | 1,021 | 827 | ||||||
| Less intersegment profit | (53 | ) | (15 | ) | ||||
| Corporate administration and other | (343 | ) | (297 | ) | ||||
| Operating income | $ | 625 | $ | 515 | ||||
| Geographic information (revenues): | ||||||||
| United States | $ | 9,820 | $ | 11,050 | ||||
| Foreign countries | 180 | 338 | ||||||
| Consolidated total | $ | 10,000 | $ | 11,388 | ||||
| (1 | ) | Does not include full allocation of corporate administration. | |||
| (2 | ) | Company stores that were closed are included in discontinued operations in the accompanying condensed consolidated statements of operations. |
(10) Subsequent Events
We have evaluated events or transactions occurring after September 27, 2009, the balance sheet date, through November 5, 2009, the date the financial statements were issued, and determined there have been no such events or transactions which would impact our financial statements for the quarter ended September 27, 2009.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with the consolidated financial statements and accompanying notes appearing elsewhere in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended June 28, 2009, and may contain certain forward-looking statements that are based on current management expectations. Generally, verbs in the future tense and the words “believe,” “expect,” “anticipate,” “estimate,” “intends,” “opinion,” “potential” and similar expressions identify forward-looking statements. Forward-looking statements in this report include, without limitation, statements relating to our business objectives, our customers and franchisees, our liquidity and capital resources, and the impact of our historical and potential business strategies on our business, financial condition, and operating results. Our actual results could differ materially from our expectations. Further information concerning our business, including additional factors that could cause actual results to differ materially from the forward-looking statements contained in this Quarterly Report on Form 10-Q, are set forth in our Annual Report on Form 10-K for the year ended June 28, 2009. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. The forward-looking statements contained herein speak only as of the date of this Quarterly Report on Form 10-Q and, except as may be required by applicable law, we do not undertake, and specifically disclaim any obligation to, publicly update or revise such statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.
Results of Operations
Overview
The Company is a franchisor and food and supply distributor to a system of restaurants operating under the trade name "Pizza Inn." Our distribution division is Norco Restaurant Services Company (“Norco”). At September 27, 2009, there were 310 domestic and international Pizza Inn restaurants, consisting of three Company-owned domestic restaurants, 237 franchised domestic restaurants, and 70 franchised international restaurants. The 240 domestic restaurants consisted of: (i) 154 restaurants that offer dine-in, carry-out, and in many cases, delivery services (“Buffet Units”); (ii) 38 restaurants that offer delivery and carry-out services only (“Delco Units”); and (iii) 48 restaurants that are typically located within a convenience store, college campus building, airport terminal, or other commercial facility and offer quick carry-out service from a limited menu (“Express Units”). The 240 domestic restaurants were located in 17 states predominately situated in the southern half of the United States. The 70 international restaurants were located in 11 foreign countries.
Basic and diluted income per common share increased to $0.05 for the three month period ended September 27, 2009 compared to $0.03 for the comparable period ended September 28, 2008. Net income for the three month period ended September 27, 2009 increased $73,000 to $366,000 from $293,000 for the comparable period in the prior fiscal year, on revenues of $10.0 million for the three month period ended September 27, 2009 and $11.4 million for the comparable period in the prior fiscal year. The increase in net income during the three month period ended September 27, 2009, was primarily due to a non-recurring inventory adjustment in the prior year of approximately $0.2 million offset by higher income taxes.
Management believes that key performance indicators in evaluating financial results include domestic chain-wide retail sales and the number and type of operating restaurants. The following table summarizes these key performance indicators.
Three Months Ended | ||||||||
September 27, | September 28, | |||||||
2009 | 2008 | |||||||
| Domestic retail sales Buffet Units (in thousands) | $ | 26,762 | $ | 27,762 | ||||
| Domestic retail sales Delco Units (in thousands) | $ | 2,253 | $ | 2,745 | ||||
| Domestic retail sales Express Units (in thousands) | $ | 1,037 | $ | 1,262 | ||||
| Total domestic retail sales (in thousands) | $ | 30,052 | $ | 31,769 | ||||
| Average number of domestic Buffet Units | 152 | 156 | ||||||
| Average number of domestic Delco Units | 37 | 41 | ||||||
| Average number of domestic Express Units | 49 | 55 | ||||||
Revenues
Currently our revenues are derived from restaurant operations, sales of food, paper products and supplies by Norco to franchisees, franchise royalties and franchise fees. Our financial results are dependent in large part upon the pricing and cost of these products and supplies to franchisees, and the level of chain-wide retail sales, which are driven by changes in same store sales and restaurant count.
Food and supply sales by Norco include food and paper products and other distribution revenues. Food and supply sales for the three month period ended September 27, 2009 decreased 17%, or $1.7 million, to $8.4 million from $10.1 million in the same period in the prior fiscal year. Domestic food and paper sales accounted for $1.5 million of the decrease, driven primarily by two factors: (i) a 31% decrease in cheese prices; and (ii) a decrease in total domestic chain-wide retail sales of 5%, or $1.7 million compared to the same period in the prior fiscal year.
Franchise Revenue
Franchise revenue, which includes income from royalties, license fees and area development and foreign master license sales, was flat at $1.1 million for the three month period ended September 27, 2009 compared to the comparable period for the prior fiscal year. A decrease in domestic royalties resulting from lower retail sales driven by unit closures in the prior fiscal year and the decrease in comparable store sales offset by increased domestic franchise fees and a one time royalty buy-out of $44,000. Due to the “0% First Year Royalty” incentive program the Company had in place for new buffet franchise units signed by the end of the prior fiscal year, new buffets opened during the current fiscal year will not generate increased domestic royalties. The following chart summarizes the major components of franchise revenue (in thousands):
Three Months Ended | ||||||||
September 27, | September 28, | |||||||
2009 | 2008 | |||||||
| Domestic royalties | $ | 851 | $ | 915 | ||||
| Domestic royalties - buy-out | 44 | -- | ||||||
| International royalties | 121 | 140 | ||||||
| International franchise fees | 6 | 9 | ||||||
| Domestic franchise fees | 40 | -- | ||||||
| Franchise revenue | $ | 1,062 | $ | 1,064 | ||||
Restaurant Sales
Restaurant sales, which consist of revenue generated by Company-owned restaurants, increased 186%, or $353,000, to $543,000 for the three month period ended September 27, 2009 compared to $190,000 for the comparable period in the prior fiscal year. The Company opened a new store in Denton, Texas on October 15, 2008 and a new store in Fort Worth, Texas on September 15, 2009. The following chart summarizes the sales by location (in thousands):
Three Months Ended | ||||||||
September 27, | September 28, | |||||||
2009 | 2008 | |||||||
| Plano, Texas | $ | 160 | $ | 190 | ||||
| Denton, Texas - opened October 2008 | 311 | -- | ||||||
| Fort Worth, Texas - opened September 2009 | 72 | -- | ||||||
| Restaurant sales | $ | 543 | $ | 190 | ||||
Costs and Expenses
Cost of Sales
Cost of sales, which includes primarily direct materials, distribution fees and labor directly related to food and supply sales and restaurant sales, decreased 16%, or $1.5 million, for the three month period ended September 27, 2009 compared to the comparable period for the prior fiscal year. This decrease was primarily the result of lower commodity costs combines with lower food and supply sales.
Franchise Expenses
Franchise expenses include selling, general and administrative expenses directly related to the sale and continuing service of domestic and international franchises. These expenses decreased 3%, or $12,000 for the three month period ended September 27, 2009 compared to the comparable period in the prior fiscal year. These savings were the result of lower amortization of the re-acquired area developer territory. The following chart summarizes the major components of franchise expenses (in thousands):
Three Months Ended | ||||||||
September 27, | September 28, | |||||||
2009 | 2008 | |||||||
| Payroll | $ | 508 | $ | 477 | ||||
| Travel | 44 | 29 | ||||||
| Allocated overhead | (114 | ) | (155 | ) | ||||
| Amortize re-acquired area developer territory | -- | 46 | ||||||
| Research and development | 8 | 23 | ||||||
| Other | 21 | 59 | ||||||
| Franchise expenses | $ | 467 | $ | 479 | ||||
General and Administrative Expenses
General and administrative expenses increased 13%, or $0.1 million, to $0.8 million for the three month period ended September 27, 2009 compared to $0.7 million for the comparable period for the prior fiscal year. The following chart summarizes the major components of general and administrative expenses (in thousands):
Three Months Ended | ||||||||
September 27, | September 28, | |||||||
2009 | 2008 | |||||||
| Payroll | $ | 394 | $ | 310 | ||||
| Legal fees | 13 | 41 | ||||||
| Other professional fees | 105 | 105 | ||||||
| Insurance and taxes | 73 | 73 | ||||||
| Allocated overhead | (252 | ) | (232 | ) | ||||
| Occupancy costs | 151 | 154 | ||||||
| New store opening costs | 70 | 6 | ||||||
| Stock compensation expense | 38 | 55 | ||||||
| Other | 185 | 175 | ||||||
| General and administrative expenses | $ | 777 | $ | 687 | ||||
The increase in general and administrative expenses during the three months ended September 27, 2009 was primarily due to an increase in payroll associated with earned bonuses and general and administrative expenses associated with the new Company owned store in Fort Worth, Texas, which were offset by a reduction in legal fees and stock compensation expense.
Provision for Bad Debts
Provision for bad debt expense remained at $15,000 for the three month period ended September 27, 2009 and for the comparable period in the prior fiscal year.
Interest Expense
Interest expense was relatively unchanged for the three month period ended September 27, 2009 from the comparable periods in the prior fiscal year.
Provision for Income Tax
For the three month period ended September 27, 2009, income tax expense of $0.2 million was calculated on an effective income tax rate that is consistent with the statutory U.S. federal income tax rate of 34% adjusted for state income tax effects and permanent difference items. Management believes that future operations will generate sufficient taxable income, along with the reversal of temporary differences, to fully realize the net deferred tax asset of $0.7 million.
Discontinued Operations
Discontinued operations includes losses from two Company-owned stores closed in Houston, Texas during the quarter ended September 23, 2007. Below is a summary of discontinued operations (in thousands):
Three Months Ended | ||||||||
September 27, | September 28, | |||||||
2009 | 2008 | |||||||
| Sales | $ | -- | $ | -- | ||||
| Cost of Sales | -- | -- | ||||||
| General and Administrative | 39 | 49 | ||||||
| Total loss from discontinued operations | $ | (39 | ) | $ | (49 | ) | ||
Restaurant Openings and Closings
During the three month period ended September 27, 2009, one new domestic Buffet Unit, one new Delco Unit and two international Units were opened by Pizza Inn franchisees and one Buffet Unit was opened as a Company store. Four domestic restaurants were closed by franchisees (one Delco Unit and three Express Units) typically because of unsatisfactory standards of operation or poor performance. We do not believe that these closings had any material impact on the collectibility of our outstanding receivables and royalties due to us because (i) these amounts have been reserved for or are otherwise collectable and (ii) these closed restaurants were generally lower volume restaurants whose financial impact on our business as a whole was not significant. For those restaurants that are anticipated to close or are exhibiting signs of financial distress, credit terms are typically restricted, weekly food orders are required to be paid for on delivery and/or with certified funds and royalty and advertising fees are collected as add-ons to the delivered price of weekly food orders.
The following charts summarize restaurant activity for the three month periods ended September 27, 2009 and September 28, 2008:
| Three months ended September 27, 2009 | ||||||||||||||
Beginning | End of | |||||||||||||
of Period | Opened | Closed | Period | |||||||||||
| Domestic: | ||||||||||||||
| Buffet Units | 152 | 2 | -- | 154 | ||||||||||
| Delco Units | 38 | 1 | 1 | 38 | ||||||||||
| Express Units | 51 | -- | 3 | 48 | ||||||||||
| International Units | 68 | 2 | -- | 70 | ||||||||||
| Total | 309 | 5 | 4 | 310 | ||||||||||
| Three months ended September 28, 2008 | ||||||||||||||
Beginning | End of | |||||||||||||
of Period | Opened | Closed | Period | |||||||||||
| Domestic: | ||||||||||||||
| Buffet Units | 158 | -- | 3 | 155 | ||||||||||
| Delco Units | 41 | -- | -- | 41 | ||||||||||
| Express Units | 56 | 1 | 2 | 55 | ||||||||||
| International Units | 68 | -- | -- | 68 | ||||||||||
| Total | 323 | 1 | 5 | 319 | ||||||||||
Liquidity and Capital Resources
Our primary sources of liquidity are cash flows from operating activities and use of our credit facilities from time to time.
Cash flows from operating activities generally reflect net income adjusted for depreciation and amortization, changes in working capital and accrued expenses. In the three month period ended September 27, 2009, cash provided by operations was $0.2 million as compared to cash used by operating activities of $0.7 million in the comparable period for the prior year. This increase in cash provided by operating activities was due to a slight increase in net income, a significantly lower reduction in trade payables, increased deferred franchise fees and lower reduction in accrued expenses due to year end bonuses paid in the first quarter of the prior year.
Cash flows from investing activities generally reflect capital expenditures for the purchase of Company assets. The Company used cash of $0.5 million for the three month period ended September 27, 2009, primarily for a new Company store that opened in Fort Worth, Texas. This compares to cash used by investing activities of $0.4 million attributed to the Denton store for the same period in the prior fiscal year.
Cash flows from financing activities generally reflect changes in the Company's borrowings during the period and repurchases of outstanding shares of our common stock. Net cash provided by financing activities was $187,000 in the three month period ended September 27, 2009 compared to $69,000 for the comparable period in the prior fiscal year. This increase in cash provided by financing activities was primarily due to the absence of repurchases in the first quarter of fiscal 2010, partially offset by lower net borrowings and cash overdraft.
Management believes that future operations will generate sufficient taxable income, along with the reversal of temporary differences, to fully realize the net deferred tax asset of $0.7 million without reliance on material non-routine income.
On January 23, 2007, the Company and The CIT Group / Commercial Services, Inc. (“CIT”) entered into an agreement for a revolving credit facility of up to $3.5 million (the “CIT Credit Facility”). CIT may terminate the CIT Credit Facility only as of January 23, 2012 or the same date any year thereafter, and then only by giving the Company at least 90 days prior written notice of such termination. The actual availability on the CIT Credit Facility is determined by advance rates on eligible inventory and accounts receivable. Interest on borrowings outstanding on the CIT Credit Facility is at a rate equal to the prime rate plus an interest rate margin of 0.0% to 0.5% or, at the Company’s option, at the LIBOR rate plus an interest rate margin of 2.0% to 3.0%. The specific interest rate margin is based on the Company’s performance under certain financial ratio tests. An annual commitment fee is payable on any unused portion of the CIT Credit Facility at a rate of 0.375%. All of the Company’s (and its subsidiaries’) personal property assets (including, but not limited to, accounts receivable, inventory, equipment, and intellectual property) have been pledged to secure payment and performance of the CIT Credit Facility, which is subject to customary covenants for asset-based loans.
On June 27, 2007, the Company and CIT entered into an agreement to amend the CIT Credit Facility to (i) allow the Company to repurchase Company stock in an amount up to $3.0 million, (ii) allow the Company to make permitted cash distributions or cash dividend payments to the Company’s shareholders in the ordinary course of business and (iii) increase the aggregate capital expenditure limit from $0.8 million to $3.0 million per fiscal year.
On May 30, 2008, the Company again amended the CIT Credit Facility to permit the Company to repurchase up to $7.0 million of the Company’s common stock. As of September 27, 2009, $0.6 million was outstanding on the CIT Credit Facility at an interest rate of 3.5% and the Company had additional borrowing availability of $1.9 million.
Management believes the cash on hand combined with cash from operations and available credit facilities is sufficient to fund operations for the next 12 months.
Critical Accounting Policies and Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company’s management to make estimates and assumptions that affect our reported amounts of assets, liabilities, revenues, expenses and related disclosure of contingent liabilities. The Company bases its estimates on historical experience and various other assumptions that it believes are reasonable under the circumstances. Estimates and assumptions are reviewed periodically. Actual results could differ materially from estimates.
The Company believes the following critical accounting policies require estimates about the effect of matters that are inherently uncertain, are susceptible to change, and therefore require subjective judgments. Changes in the estimates and judgments could significantly impact the Company’s results of operations and financial condition in future periods.
Accounts receivable consist primarily of receivables generated from food and supply sales to franchisees and franchise royalties. The Company records an allowance for doubtful receivables to allow for any amounts which may be uncollectible based upon an analysis of the Company’s prior collection experience, general customer creditworthiness and the franchisee’s ability to pay, as reflected by the franchisee’s sales and operating results, and other general and local economic trends. Actual realization of amounts receivable could differ materially from the Company’s estimates.
Inventory, which consists primarily of food, paper products and supplies primarily warehoused by the Company’s third-party distributors, is stated at lower of cost or market, with cost determined according to the weighted average cost method. The valuation of inventory requires us to estimate the amount of obsolete and excess inventory. The determination of obsolete and excess inventory requires us to estimate the future demand for the Company’s products within specific time horizons, generally six months or less. If the Company’s demand forecast for specific products is greater than actual demand and the Company fails to reduce purchasing accordingly, the Company could be required to write down additional inventory, which would have a negative impact on the Company’s gross margin.
As of June 24, 2007 we had recorded a valuation allowance based on our assessment that the realization of a portion of our net deferred tax assets did not meet the “more likely than not” criterion under the authoritative guidance on “Accounting for Income Taxes.” The entire valuation allowance was released in fiscal 2008. As a result, the effective tax rate for fiscal 2010 is estimated to be 34%.
The Company assesses its exposures to loss contingencies, including legal matters, based upon factors such as the current status of the cases and consultations with external counsel and accrues a reserve if a loss is judged to be probable and can be reasonably estimated. If the actual loss from a contingency differs from management’s estimate, operating results could be impacted.
Recent Accounting Pronouncements
In June 2009, the FASB issued new authoritative guidance regarding accounting standards codification that will become the source of authoritative U.S. Generally accepted accounting principles ("GAAP") recognized by the FASB to be applied by nongovernmental entities. The Company adopted the new guidance in the first quarter of fiscal 2010. The new guidance did not affect the Company’s financial position and results of operations, but did affect the way U.S. GAAP is referenced within the consolidated financial statements and accounting policies.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable to smaller reporting company.
Item 4T. Controls and Procedures
The Company maintains disclosure controls and procedures designed to ensure that information it is required to disclose in the reports filed or submitted under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. The Company’s disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
The Company’s management, including the Company’s principal executive officer and principal financial officer, or persons performing similar functions, have evaluated the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based on such evaluation, the Company’s principal executive and principal financial officers, or persons performing similar functions, have concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this report. During the most recent fiscal quarter, there have been no changes in the Company’s internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
There have been no material developments in the three month period ended September 27, 2009 in any material pending legal proceedings to which the Company or any of its subsidiaries is a party or of which any of their property is subject.
Item 1A. Risk Factors
Not applicable to smaller reporting company.
Item 2. Unregistered Sales of Equity Securities and the Use of Proceeds
On May 23, 2007, the board of directors of the Company approved a stock purchase plan (the “2007 Stock Purchase Plan”) authorizing the purchase of up to 1,016,000 shares of the Company’s common stock in the open market or in privately negotiated transactions. On June 2, 2008, the Company’s board of directors amended the 2007 Stock Purchase Plan to increase the number of shares the Company may repurchase by 1,000,000 shares to a total of 2,016,000 shares. On April 22, 2009, the board of directors further amended the 2007 Stock Purchase Plan by increasing the aggregate number of shares the Company may repurchase by 1,000,000 shares to a total of 3,016,000 shares. The 2007 Stock Purchase Plan does not have an expiration date. There were no stock purchases in the three months ending September 27, 2009. As of September 27, 2009, up to an additional 848,425 shares could be purchased under the 2007 Stock Purchase Plan.
Item 3. Defaults upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
Item 5. Other Information
Not applicable.
Item 6. Exhibits
| 3.1 | Restated Articles of Incorporation (filed as Item 3.2 to Form 10-K for the fiscal year ended June 25, 2006 filed on November 30, 2006 and incorporated herein by reference) | |||||||
| 3.2 | Amended and Restated Bylaws (filed as Item 3.1 to Form 10-K for the fiscal year ended June 25, 2006 and incorporated herein by reference) | |||||||
| 31.1 | Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer. | |||||||
| 31.2 | Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer. | |||||||
| 32.1 | Section 1350 Certification of Principal Executive Officer. | |||||||
| 32.2 | Section 1350 Certification of Principal Financial Officer. |
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.
| PIZZA INN, INC. | ||||||||
| (Registrant) | ||||||||
| By: | /s/ Charles R. Morrison | |||||||
| Charles R. Morrison | ||||||||
| President and Chief | ||||||||
| Executive Officer | ||||||||
| (Principal Executive Officer) | ||||||||
| By: | /s/ Nancy Ellefson | |||||||
| Nancy Ellefson | ||||||||
| Vice President and Principal | ||||||||
| Accounting Officer | ||||||||
| (Principal Financial Officer) | ||||||||
| Dated: November 5, 2009 | ||||||||