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, 1995 [ ] 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 6, 1995, was 10,333,450. PART I -- Financial Information Item 1. Financial Statements (Unaudited) CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) Piccadilly Cafeterias, Inc. (Amounts in thousands) =============================================================================== Balances at September 30, 1995 June 30, 1995 _______________________________________________________________________________ ASSETS CURRENT ASSETS Accounts and notes receivable $ 462 $ 482 Inventories 10,596 10,584 Deferred income taxes 1,416 1,416 Other current assets 337 627 _______________________________________________________________________________ TOTAL CURRENT ASSETS 12,811 13,109 PROPERTY, PLANT AND EQUIPMENT 250,653 248,504 Less allowances for depreciation 105,361 102,444 Less allowances for unit closings 724 801 _______________________________________________________________________________ NET PROPERTY, PLANT AND EQUIPMENT 144,568 145,259 OTHER ASSETS 6,413 6,753 _______________________________________________________________________________ TOTAL ASSETS $163,792 $165,121 _______________________________________________________________________________ LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Short-term debt due to banks $ 17,920 $ 20,577 Current portion of long-term debt 6,000 6,000 Accounts payable 17,660 17,998 Income taxes payable 1,741 1,038 Accrued expenses 13,859 13,013 Reserve for unit closings 254 254 _______________________________________________________________________________ TOTAL CURRENT LIABILITIES 57,434 58,880 LONG-TERM DEBT, less current portion 18,000 18,000 DEFERRED INCOME TAXES 7,079 6,787 RESERVE FOR UNIT CLOSINGS, less current portion 4,737 5,009 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 10,333,450 shares at September 30, 1995 and 10,316,946 shares at June 30, 1995 18,788 18,758 Additional paid-in capital 17,524 17,416 Retained earnings 40,230 40,271 _______________________________________________________________________________ TOTAL SHAREHOLDERS' EQUITY 76,542 76,445 _______________________________________________________________________________ TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $163,792 $165,121 _______________________________________________________________________________ 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 1995 1994 _______________________________________________________________________________ Net sales $ 75,140 $ 70,779 Cost and expenses: Cost of sales 42,820 40,583 Other operating expense 24,947 23,981 General and administrative expense 4,234 3,656 Interest expense 1,028 781 Other expense 178 341 _______________________________________________________________________________ 73,207 69,342 _______________________________________________________________________________ INCOME BEFORE INCOME TAXES 1,933 1,437 Provision for income taxes 735 560 _______________________________________________________________________________ NET INCOME $ 1,198 $ 877 _______________________________________________________________________________ Weighted average number of shares outstanding 10,333 10,141 _______________________________________________________________________________ Net income per share $ .12 $ .09 _______________________________________________________________________________ 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 1995 1994 _______________________________________________________________________________ OPERATING ACTIVITIES Net income $ 1,198 $ 877 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 3,257 3,049 Costs associated with reserved units (273) (364) Provision for deferred income taxes 292 300 Loss on sale of assets 330 371 Pension expense -- net of contributions 330 (255) Change in operating assets and liabilities 1,354 (794) _______________________________________________________________________________ NET CASH PROVIDED BY OPERATING ACTIVITIES 6,488 3,184 INVESTING ACTIVITIES Purchase of property, plant and equipment (2,812) (13,513) Proceeds from sale of property, plant and equipment 81 29 _______________________________________________________________________________ CASH USED IN INVESTING ACTIVITIES (2,731) (13,484) FINANCING ACTIVITIES Proceeds from (payments on) short-term debt due to banks -- net (2,657) 12,177 Proceeds from sales of Common Stock 138 89 Payments on long-term debt --- (750) Dividends paid (1,238) (1,216) _______________________________________________________________________________ NET CASH PROVIDED(USED) IN FINANCING ACTIVITIES (3,757) 10,300 _______________________________________________________________________________ Increase (decrease) in cash and cash equivalents --- --- Cash and cash equivalents at beginning of period --- --- _______________________________________________________________________________ Cash and cash equivalents at end of period $ --- $ --- _______________________________________________________________________________ See Note to Condensed Consolidated Financial Statements (Unaudited) NOTE TO CONDENSED FINANCIAL STATEMENTS (Unaudited) Piccadilly Cafeterias, Inc. September 30, 1995 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 following table summarizes comparable cafeteria customer traffic for the quarters ended September 30, 1995 and 1994: (Customers in thousands) ___________________________________________________________________________________________________ Quarter Ended September 30 1995 1994 Customer ___________________________________________________________________________________________________ Customers Units Customers Units Change ___________________________________________________________________________________________________ Units open three months in both periods 11,915 127 11,721 127 1.7% Units opened 512 5 (A) 131 3 Units closed --- -- 169 3 (B) _____________________________________________________ _________ Total customers 12,427 12,021 3.4% _____________________________________________________ _________ (A) Includes cafeterias opened after June 30, 1994 (B) Includes cafeterias closed after June 30, 1994 Cafeteria sales for the first quarter of fiscal year 1995 increased $2,994,000, or 4.6%, over the prior year first quarter. Same store cafeteria sales for the quarter ended September 30, 1995 increased $1,547,000, or 2.5% over the same period last year. Ralph & Kacoo's restaurant sales increased $1,367,000, or 23.2%, over the prior year first quarter. Same store restaurant sales for the quarter ended September 30, 1995 decreased $203,000, or 3.4% over the same period last year. General and administrative expense for the first quarter of fiscal 1996 includes a $1,300,000 restructuring charge resulting from the elimination of approximately 100 jobs. The majority of these jobs were related to maintenance positions at the operating level. Additionally, three field supervisor positions as well as three positions on the corporate staff were eliminated. General and administrative expense for the prior year first quarter includes severance benefits totaling $361,000 related to the resignation of James W. Bennett as Chairman and Chief Executive Officer. Current year other expense includes a $164,000 charge related to the closing of a Spartanburg, South Carolina cafeteria in the second quarter. A replacement unit in Spartanburg will open in the second quarter. Prior year other expense includes a $329,000 charge for the write-off of certain assets associated with the Company's major remodeling program. During fiscal year 1995, the Company canceled its five-year major remodel plans. Major unit remodels generally include a substantial redesign of the unit. Capital expenditures for these units include replacement of decor, carpet, furniture and fixtures, and exterior signage. Minor unit remodels are generally limited to replacement of carpeting, minor decor upgrades, additions of take-out stands, and/or in some cases, replacement of exterior signage. All fiscal 1996 remodels are expected to be minor. The following table presents a summary of capital expenditures for the quarters ended September 30, 1995 and 1994: (Amounts in thousands-except number of units) ______________________________________________________________________________________________ Quarter Ended September 30 1995 1994 ______________________________________________________________________________________________ Amounts Units Amounts Units New units opened $ --- --- $ 6,201 3 Remodels completed 396 7 3,354 4 Net increase(decrease) in construction-in progess 853 8 Land purchases 847 2,455 Other 716 1,495 ____________________________________________________ _________ Total capital expenditures $ 2,812 $ 13,513 ____________________________________________________ _________ 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 3.1 Articles of Incorporation of the Registrant <F1>, as amended on September 14, 1987<F2>, as amended on September 27, 1988, <F3> and as amended on September 28, 1989.<F4> 3.2 By-laws of Registrant, as amended through June 19, 1995.<F5> 27 Financial Data Schedule (b) Reports on Form 8-K -- None. <FN> <F1> Incorporated by reference from the Registrant's Registration Statement on Form S-1 (Registration No. 2-63249) filed with the Commission on December 19, 1978. <F2> Incorporated by reference from the Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 1987. <F3> Incorporated by reference from the Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 1988. <F4> Incorporated by reference from the Registrant's Annual Report on Form 10-K, as amended, for the fiscal year ended June 30, 1989. <F5> Incorporated by reference from the Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 1995. </FN> 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 President and Chief Executive Officer November 10, 1995 /s/ Ronald A. LaBorde 11/10/95 _________________________________________________ __________ Ronald A. LaBorde, President, Chief Executive Date Officer, and Director /s/ J. Fred Johnson 11/10/95 _________________________________________________ __________ J. Fred Johnson, Executive Vice President, Chief Date Financial Officer and Treasurer (Principal Financial Officer) /s/ Mark L. Mestayer 11/10/95 _________________________________________________ __________ Mark L. Mestayer, Executive Vice President, Date Controller and Secretary (Principal Accounting Officer)