FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q [X] Quarterly report pursuant to section 13 or 15(d) of the securities exchange act of 1934 For the quarterly period ended September 30, 1994 ________________________ [ ] Transition report pursuant to section 13 or 15(d) of the securities exchange act of 1934 For the transition period from _______________ to __________________ Commission file number: 0-9037 ____________________________________________ Piccadilly Cafeterias, Inc. ___________________________________________________________________ (Exact name of registrant as specified in its charter) Louisiana 72-0604977 _______________________________ _______________________ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 3232 Sherwood Forest Blvd., Baton Rouge, Louisiana 70816 ____________________________________________________________________ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (504)293-9440 _________________ Not applicable ____________________________________________________________________ (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] The number of shares outstanding of Common Stock, without par value, as of November 7, 1994, was 10,154,843. PART I -- Financial Information Item 1. Financial Statements (Unaudited) CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) Piccadilly Cafeterias, Inc. (Amounts in thousands) _____________________________________________________________________________________ Balances at September 30 June 30 1994 1994 _____________________________________________________________________________________ ASSETS CURRENT ASSETS Accounts and notes receivable $ 551 $ 579 Inventories 10,201 10,108 Income taxes recoverable 1,107 1,320 Deferred income taxes 1,494 1,494 Other current assets 1,535 1,400 _____________________________________________________________________________________ TOTAL CURRENT ASSETS 14,888 14,901 PROPERTY, PLANT AND EQUIPMENT 240,754 229,191 Less allowances for depreciation 96,080 94,461 Less allowances for unit closings 1,337 1,357 _____________________________________________________________________________________ NET PROPERTY, PLANT AND EQUIPMENT 143,337 133,373 OTHER ASSETS 6,708 6,499 _____________________________________________________________________________________ TOTAL ASSETS $164,933 $154,773 _____________________________________________________________________________________ LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Short-term debt due to banks $ 12,177 $ --- Current portion of long-term debt 10,500 11,250 Accounts payable 16,245 18,004 Accrued expenses 12,266 11,360 Reserve for unit closings 328 350 _____________________________________________________________________________________ TOTAL CURRENT LIABILITIES 51,516 40,964 LONG-TERM DEBT, less current portion 24,000 24,000 DEFERRED INCOME TAXES 7,733 7,433 RESERVE FOR UNIT CLOSINGS, less current portion 6,061 6,502 SHAREHOLDERS' EQUITY Preferred Stock, no par value; authorized 50,000,000 shares; issued and outstanding: none Common Stock, no par value, stated value $1.82 per share; --- --- authorized 100,000,000 shares; issued and outstanding 10,141,399 shares at September 30, 1994 and 10,131,784 shares at June 30, 1994 18,438 18,421 Additional paid-in capital 16,396 16,324 Retained earnings 40,789 41,129 _____________________________________________________________________________________ TOTAL SHAREHOLDERS' EQUITY 75,623 75,874 _____________________________________________________________________________________ TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $164,933 $154,773 _____________________________________________________________________________________ See Note to Condensed Consolidated Financial Statements (Unaudited) CONSOLIDATED STATEMENTS OF INCOME (Unaudited) Piccadilly Cafeterias, Inc. (Amounts in thousands - except per share data) _____________________________________________________________________________________ Three Months Ended September 30 1994 1993 _____________________________________________________________________________________ Net sales $ 70,779 $ 69,064 Cost and expenses: Cost of sales 40,583 39,033 Other operating expense 23,981 22,889 General and administrative expense 3,656 3,437 Interest expense 781 831 Other expense (income) 341 (323) _____________________________________________________________________________________ 69,342 65,867 _____________________________________________________________________________________ INCOME BEFORE INCOME TAXES 1,437 3,197 Provision for income taxes 560 1,247 NET INCOME $ 877 $ 1,950 _____________________________________________________________________________________ Weighted average number of shares outstanding 10,141 9,995 _____________________________________________________________________________________ Net income per share $ .09 $ .20 _____________________________________________________________________________________ Cash dividends per share $ .12 $ .12 _____________________________________________________________________________________ See Note to Condensed Consolidated Financial Statements (Unaudited) CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Piccadilly Cafeterias, Inc. (Amounts in thousands) _____________________________________________________________________________________ Three Months Ended September 30 1994 1993 _____________________________________________________________________________________ OPERATING ACTIVITIES Net income $ 877 $ 1,950 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 3,049 2,897 Costs associated with reserved units (364) (432) Provision for deferred income taxes 300 --- Loss (gain) on sale of assets 371 (184) Pension contributions in excess of pension expense (255) (388) Change in operating assets and liabilities (794) 2,354 _____________________________________________________________________________________ NET CASH PROVIDED BY OPERATING ACTIVITIES 3,184 6,197 INVESTING ACTIVITIES Purchase of property, plant and equipment (13,513) (5,705) Proceeds from sale of property, plant and equipment 29 983 _____________________________________________________________________________________ CASH USED IN INVESTING ACTIVITIES (13,484) (4,722) FINANCING ACTIVITIES Proceeds from short-term debt due to banks 12,177 --- Common stock transactions 89 61 Payments on long-term debt (750) (750) Dividends paid (1,216) (1,199) _____________________________________________________________________________________ NET CASH PROVIDED(USED) IN FINANCING ACTIVITIES 10,300 (1,888) _____________________________________________________________________________________ Increase (decrease) in cash and cash equivalents -- (413) Cash and cash equivalents at beginning of period -- 14,094 Cash and cash equivalents at end of period $ --- $ 13,681 _____________________________________________________________________________________ See Note to Condensed Consolidated Financial Statements (Unaudited) NOTE TO CONDENSED FINANCIAL STATEMENTS (Unaudited) Piccadilly Cafeterias, Inc. September 30, 1994 The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Comparative results of operations by periods may be affected by the timing of the opening of new units. Quarterly results are additionally affected by seasonal fluctuations in customer volume. Customer volume at established units is generally higher in the second quarter ended December 31 and lower in the third quarter ending March 31 reflecting the general seasonal retail activity. A fluctuation in customer volume has a disproportionate effect on operating profit. Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations The Company has revised its capital expenditure plans for fiscal year 1995. The Company had anticipated opening eight to ten new units and completing remodels to 25 to 30 units at a total cost of $40 million to $45 million. Total capital expenditures are now estimated to be $27 million to $30 million. In addition to the three new cafeterias completed in the first quarter of this fiscal year, two new cafeterias and one seafood restaurant are anticipated to be completed by the end of the fiscal year. Through September 30, 1994, four remodels have been completed and nine more are anticipated to be completed by the end of the fiscal year. Although the remodel program has increased customer counts on the whole, results at individual units are mixed. The Company has elected not to proceed with its five-year program to remodel all of its cafeterias to the deluxe cafeteria theme, but will continue to refurbish units on an as-needed basis. The following table presents a summary of capital expenditures for the quarters ended September 30, 1994 and 1993: (Amounts in thousands-except number of units) _____________________________________________________________________________________ Quarter Ended September 30 1994 1993 _____________________________________________________________________________________ Amounts Units Amounts Units New units opened $6,201 3 $1,634 1 Remodels completed 3,354 4 --- --- Net increase(decrease) in construction in-progress 8 3,041 Land purchases 2,455 1,016 Other 1,495 14 _________________________________________________ _______ Total capital expenditures $13,513 $5,705 _________________________________________________ _______ Working capital at September 30, 1994 decreased $10,565,000 from June 30, 1994, primarily due to the level of capital expenditures. The Company increased its $10 million unsecured short-term line of credit to $20 million of which, approximately $5,790,000 was available at November 7, 1994. This facility matures on December 31, 1994. The Company has $10.5 million in debt principal payments that will become due in January 1995. Management anticipates obtaining bank financing to fund maturing debt and renewing the unsecured short-term line of credit. The following table summarizes comparable cafeteria customer traffic for the quarters ended September 30, 1994 and 1993: (Customers in thousands) _______________________________________________________________________________________ Quarter Ended September 30 1994 1993 Customer _________________________________________________________________________ Change Customers Units Customers Units _______________________________________________________________________________________ Units open three months in both periods 11,583 126 11,956 126 -3.1% Units opened 387 6 (A) 32 1 Units closed 51 1 344 5 (B) ____________________________________________ ________ Total customers 12,021 12,332 -2.5% ____________________________________________ ________ (A) Includes cafeterias opened after July 1, 1992. (B) Includes cafeterias closed after July 1, 1992. Cafeteria sales for the first quarter of fiscal year 1995 increased $1,286,000, or 2.0%, over the prior year first quarter. A price increase in September 1994, together with price increases in the second and fourth quarter of fiscal year 1994, were sufficient to offset the overall customer decline of 2.5%. The overall check average increased 4.5% from $5.11 for the first quarter of fiscal year 1994 to $5.34 for the comparable period of fiscal year 1995. Ralph & Kacoo's restaurant sales increased $429,000, or 7.9%, over the prior year first quarter. The increase is attributable to increased customer traffic. Operating profits (net sales less cost of sales and other operating expenses) slipped to 8.8% of sales for the first quarter of fiscal year 1995 from 10.3% for the comparable period of the prior year. Food costs and labor costs as a percentage of sales increased 0.8%. Other operating expenses as a percentage of sales increased 0.7%. Other operating expenses were adversely impacted by new-unit opening costs for the three units opened in the first quarter of fiscal year 1995 compared to new-unit opening costs for only one new unit opened in the first quarter of the prior year. General and administrative expenses for the first quarter include severance benefits totaling $361,000 related to the resignation of James W. Bennett as Chairman and Chief Executive Officer. The change in other expense (income) results primarily from a combination of the non-cash charges resulting from the write-off of certain assets associated with the Company's remodeling program totaling $329,000 and a gain on sale of property recorded in the first quarter of the prior year of $275,000. PART II -- Other Information Item 1. Legal proceedings None. Item 2. Changes in securities None. Item 3. Defaults upon senior securities None. Item 4. Submission of matters to vote of security holders None. Item 5. Other information None. Item 6.Exhibits and reports on Form 8-K (a) Exhibits -- None. (b) Reports on Form 8-K -- None. SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. PICCADILLY CAFETERIAS, INC. ___________________________ (Registrant) By: /s/ Ronald A. LaBorde ___________________________ Ronald A. LaBorde Executive Vice President November 10, 1994 /s/ Malcolm T. Stein, Jr. 11/10/94 __________________________________________________ ________ Malcolm T. Stein, Jr., President, Chief Operating Date Officer, and Director* /s/ James E. Durham, Jr. 11/10/94 __________________________________________________ ________ James E. Durham, Jr., Senior Executive Vice Date President, and Director* /s/ Ronald A. LaBorde 11/10/94 __________________________________________________ ________ Ronald A. LaBorde, Executive Vice President, Date Treasurer, Chief Financial Officer, Principal Financial Officer, and Director* /s/ Mark L. Mestayer 11/10/94 __________________________________________________ ________ Mark L. Mestayer, Executive Vice President, Date Secretary, Controller, and Principal Accounting Officer * Member of the Management Committee (Co-Principal Executive Officer).