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 December 31, 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 February 6, 1996, was 10,460,689. PART I -- Financial Information Item 1. Financial Statements (Unaudited) CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) Piccadilly Cafeterias, Inc. (Amounts in thousands) _______________________________________________________________________________ December 31 June 30 Balances at 1995 1995 _______________________________________________________________________________ ASSETS CURRENT ASSETS Accounts and notes receivable $ 603 $ 482 Inventories 10,881 10,584 Deferred income taxes 1,416 1,416 Other current assets 302 627 _______________________________________________________________________________ TOTAL CURRENT ASSETS 13,202 13,109 PROPERTY, PLANT AND EQUIPMENT 250,902 248,504 Less allowances for depreciation 107,599 102,444 Less allowances for unit closings 708 801 _______________________________________________________________________________ NET PROPERTY, PLANT AND EQUIPMENT 142,595 145,259 OTHER ASSETS 6,243 6,753 _______________________________________________________________________________ TOTAL ASSETS $162,040 $165,121 =============================================================================== LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Short-term debt due to banks $ 14,488 $ 20,577 Accounts payable 16,819 17,998 Other current liabilities 16,117 14,305 Current portion of long-term debt 6,000 6,000 _______________________________________________________________________________ TOTAL CURRENT LIABILITIES 53,424 58,880 LONG-TERM DEBT, less current portion 18,000 18,000 DEFERRED INCOME TAXES 7,632 6,787 RESERVE FOR UNIT CLOSINGS, less current portion 4,477 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 10,460,689 shares at December 31, 1995 and 10,316,946 shares at June 30, 1995 19,019 18,758 Additional paid-in capital 18,235 17,416 Retained earnings 41,253 40,271 _______________________________________________________________________________ TOTAL SHAREHOLDERS' EQUITY 78,507 76,445 _______________________________________________________________________________ TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $162,040 $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 Six Months Ended Ended December 31 December 31 _____________________________________________________________________________ 1995 1994 1995 1994 _____________________________________________________________________________ Net sales $ 75,807 $ 73,411 $150,947 $144,190 Cost and expenses: Cost of sales 43,068 41,609 85,888 82,192 Other operating expense 25,287 24,316 50,234 48,297 General and administrative expense 2,810 3,117 7,044 6,773 Interest expense 1,016 921 2,044 1,702 Other expense (income) (33) 441 145 782 _____________________________________________________________________________ 72,148 70,404 145,355 139,746 _____________________________________________________________________________ INCOME BEFORE INCOME TAXES 3,659 3,007 5,592 4,444 Provision for income taxes 1,389 1,173 2,124 1,733 _____________________________________________________________________________ NET INCOME $ 2,270 $1,834 $ 3,468 $ 2,711 ============================================================================= Weighted average number of shares outstanding 10,335 10,155 10,334 10,148 ============================================================================= Net income per share $ .22 $ .18 $ .34 $ .27 ============================================================================= Cash dividends per share $ .12 $ .12 $ .24 $ .24 ============================================================================= See Note to Condensed Consolidated Financial Statements (Unaudited) CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Piccadilly Cafeterias, Inc. (Amounts in thousands) ______________________________________________________________________________ Six Months Ended December 31 1995 1994 ______________________________________________________________________________ OPERATING ACTIVITIES Net income $ 3,468 $ 2,711 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 6,512 6,286 Costs associated with reserved units (334) (661) Provision for deferred income taxes 845 600 Loss on disposition of assets 425 733 Pension expense -- net of contributions 377 (376) Change in operating assets and liabilities 471 1,039 ______________________________________________________________________________ NET CASH PROVIDED BY OPERATING ACTIVITIES 11,764 10,332 INVESTING ACTIVITIES Purchase of property, plant and equipment (4,381) (20,593) Proceeds from sale of property, plant and equipment 109 143 ______________________________________________________________________________ CASH USED IN INVESTING ACTIVITIES (4,272) (20,450) FINANCING ACTIVITIES Proceeds from (payments on) short-term debt due to banks - net (6,089) 12,110 Proceeds from sales of Common Stock 1,081 1,191 Payments on long-term debt --- (750) Dividends paid (2,484) (2,433) ______________________________________________________________________________ NET CASH PROVIDED (USED) IN FINANCING ACTIVITIES (7,492) 10,118 ______________________________________________________________________________ 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. December 31, 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 ending 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 Same-store cafeteria customer traffic for the second quarter of fiscal year 1996 increased 0.9% over the prior year second quarter as total customer traffic increased 1.4%. Same-store cafeteria customer traffic for the six months ended December 31, 1995, increased 1.4% as total customer traffic increased 2.4%. Cafeteria sales for the second quarter of fiscal year 1996 increased $1,473,000, or 2.2%, over the prior year second quarter. Same-store cafeteria sales for the quarter ended December 31, 1995, increased $963,000, or 1.5% over the same period last year. Ralph & Kacoo's restaurant sales increased $2,262,000, or 15.3%, over the prior year second quarter. Same-store restaurant sales for the quarter ended December 31, 1995, decreased $327,000, or 5.6%, over the same period last year. Same-store restaurant sales for the six months ended December 31, 1995, decreased $530,000, or 4.5%, over the same period last year. Cafeteria sales for the six months ended December 31, 1995, increased $4,444,000, or 3.4% from the same prior year six-month period. Same-store cafeteria sales for the six months ended December 31, 1995, increased $2,827,000 or 2.2% from the same prior year six-month period. Second quarter general and administrative expense decreased $307,000, or 9.8%, from the prior year second quarter as a result of reduced corporate expenses. General and administrative expense for the first quarter of fiscal 1996 includes a $1,300,000 restructuring charge. General and administrative expense for the prior year first quarter includes severance benefits totaling $361,000. Prior year other expense (income) includes a $329,000 first quarter and a $404,000 second quarter non-cash charge resulting from the write-off of certain assets associated with the Company's remodeling program. Current year first quarter 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 opened in the second quarter. 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. In the prior year, the Company canceled its "deluxe" unit remodel approach, which generally included a substantial redesign of the unit. Working capital at December 31, 1995 increased $5,495,000 from June 30, 1995. Since June 30, 1995, the Company has reduced short-term borrowings $6,089,000. The Company has unsecured lines of credit totaling $42,500,000 that mature March 31, 1996. As of December 31, 1995, $28,000,000 was available under these facilities. The Company anticipates that these facilities will be restructured into long-term instruments during this current fiscal year. 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 The Annual Meeting of the shareholders of Piccadilly Cafeterias, Inc. (the "Meeting") was held on November 6, 1995 and 8,965,907 shares were represented. The voting tabulation follows: The election of the following to the Board of Directors: FOR WITHHELD ___ ________ Norman C. Francis 8,818,324 147,583 Dale E. Redman 8,824,104 141,803 Edward M. Simmons, Sr. 8,875,705 90,202 C. Ray Smith 8,870,567 95,340 The following director's terms of office as director continued after the meeting: Malcolm T. Stein, Jr., Ronald A. LaBorde, O. Q. Quick, Julia H. R. Hamilton and Paul W. Murrill. 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 amened on September 14, 1987<F2>, as amended on September 27, 1988<3>, and as amended on September 28, 1989<4>. 3.2 By-laws of Registrant, as amended through June 19, 1995<F5>. 27 Financial Data Schedule (b) Reports on Form 8-K -- None ____________________ <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. 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 February 8, 1996 /s/ Ronald A. LaBorde 2/8/96 _______________________________________________ ______________________ Ronald A. LaBorde, President, Chief Date Executive Officer and Director /s/ J. Fred Johnson 2/8/96 _______________________________________________ ______________________ J. Fred Johnson, Executive Vice President, Date Chief Financial Officer and Treasurer (Principal Financial Officer) /s/ Mark L. Mestayer 2/8/96 _______________________________________________ _______________________ Mark L. Mestayer, Executive Vice President, Date Controller and Secretary (Principal Accounting Officer)