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 March 31, 1996 [ ] 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 May 1, 1996, was 10,453,368. PART I -- Financial Information Item 1. Financial Statements (Unaudited) CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) Piccadilly Cafeterias, Inc. (Amounts in thousands) ______________________________________________________________________________ March 31 June 30 Balances at 1996 1995 ______________________________________________________________________________ ASSETS CURRENT ASSETS Accounts and notes receivable $ 650 $ 482 Inventories 10,046 10,584 Deferred income taxes 1,416 1,416 Other current assets 1,336 627 ______________________________________________________________________________ TOTAL CURRENT ASSETS 13,448 13,109 PROPERTY, PLANT AND EQUIPMENT 251,760 248,504 Less allowances for depreciation 110,368 102,444 Less allowances for unit closings 696 801 ______________________________________________________________________________ NET PROPERTY, PLANT AND EQUIPMENT 140,696 145,259 OTHER ASSETS 5,892 6,753 ______________________________________________________________________________ TOTAL ASSETS $160,036 $165,121 ============================================================================== LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Short-term debt due to banks $ --- $ 20,577 Accounts payable 16,082 17,998 Other current liabilities 13,698 14,305 Current portion of long-term debt 6,000 6,000 ______________________________________________________________________________ TOTAL CURRENT LIABILITIES 35,780 58,880 LONG-TERM DEBT, less current portion 33,020 18,000 DEFERRED INCOME TAXES 7,882 6,787 RESERVE FOR UNIT CLOSINGS, less current portion 4,361 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 10,453,368 shares at March 31, 1996 and 10,316,946 shares at June 30, 1995 19,006 18,758 Additional paid-in capital 18,193 17,416 Retained earnings 41,794 40,271 ______________________________________________________________________________ TOTAL SHAREHOLDERS' EQUITY 78,993 76,445 ______________________________________________________________________________ TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $160,036 $165,121 ============================================================================== See Notes to Condensed Consolidated Financial Statements (Unaudited) CONSOLIDATED STATEMENTS OF INCOME (Unaudited) Piccadilly Cafeterias, Inc. (Amounts in thousands - except per share data) ______________________________________________________________________________ Three Months Ended Nine Months Ended March 31 March 31 ______________________________________________________________________________ 1996 1995 1996 1995 ______________________________________________________________________________ Net sales $ 73,100 $ 69,066 $224,047 $213,256 Cost and expenses: Cost of sales 41,422 39,197 127,310 121,389 Other operating expense 25,020 23,222 75,254 71,519 General and administrative expense 2,887 3,540 9,931 10,313 Interest expense 932 1,058 2,976 2,760 Other expense (income) (66) 76 79 858 ______________________________________________________________________________ 70,195 67,093 215,550 206,839 ______________________________________________________________________________ INCOME BEFORE INCOME TAXES 2,905 1,973 8,497 6,417 Provision for income taxes 1,104 770 3,228 2,503 ______________________________________________________________________________ NET INCOME $ 1,801 $ 1,203 $ 5,269 $ 3,914 ============================================================================== Weighted average number of shares outstanding 10,453 10,301 10,373 10,198 ============================================================================== Net income per share $ .17 $ .12 $ .51 $ .38 ============================================================================== Cash dividends per share $ .12 $ .12 $ .56 $ .36 ============================================================================== See Notes to Condensed Consolidated Financial Statements (Unaudited) CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Piccadilly Cafeterias, Inc. (Amounts in thousands) _______________________________________________________________________________ Nine Months Ended March 31 1996 1995 OPERATING ACTIVITIES Net income $ 5,269 $ 3,914 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 9,789 9,545 Costs associated with reserved units (454) (975) Provision for deferred income taxes 1,095 450 Loss on disposition of assets 307 675 Pension expense -- net of contributions 707 (497) Change in operating assets and liabilities (2,943) 118 _______________________________________________________________________________ NET CASH PROVIDED BY OPERATING ACTIVITIES 13,770 13,230 INVESTING ACTIVITIES Purchase of property, plant and equipment (5,689) (24,502) Proceeds from sale of property, plant and equipment 136 149 _______________________________________________________________________________ CASH (USED) IN INVESTING ACTIVITIES (5,553) (24,353) FINANCING ACTIVITIES Proceeds from debt due to banks - net 6,480 24,733 Payments on long-term debt (12,000) (11,250) Proceeds from sales of Common Stock 1,027 1,291 Dividends paid (3,724) (3,651) _______________________________________________________________________________ NET CASH PROVIDED(USED) IN FINANCING ACTIVITIES (8,217) 11,123 _______________________________________________________________________________ Increase (decrease) in cash and cash equivalents --- --- Cash and cash equivalents at beginning of period --- --- _______________________________________________________________________________ Cash and cash equivalents at end of period $ --- $ --- =============================================================================== See Notes to Condensed Consolidated Financial Statements (Unaudited) NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited) Piccadilly Cafeterias, Inc. March 31, 1996 Note A -- Basis of Presentation 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. Note B -- Long-Term Debt During the third quarter ended March 31, 1996, the Company accelerated an additional $6,000,000 on its 10.15% senior notes. During April 1996, the Company finalized its restructuring of its short-term debt obligations into long-term facilities, effective March 31, 1996. These facilities include revolving line-of-credit arrangements with two banks for up to $38,500,000. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Same-store cafeteria customer traffic for the third quarter of fiscal year 1996 increased 3.7% over the prior year third quarter as total customer traffic increased 3.8%. Same-store cafeteria customer traffic for the nine months ended March 31, 1996, increased 2.3% as total customer traffic increased 2.8%. Cafeteria sales for the third quarter of fiscal year 1996 increased $3,150,000, or 5.0%, over the prior year third quarter. Same-store cafeteria sales for the quarter ended March 31, 1996, increased $3,058,000, or 4.9% over the same period last year. Ralph & Kacoo's restaurant sales increased $865,000, or 14.6%, over the prior year third quarter. Same-store restaurant sales for the quarter ended March 31, 1996, decreased $280,000, or 4.7%, over the same period last year. Cafeteria sales for the nine months ended March 31, 1996, increased $7,594,000, or 3.9% from the same prior year nine-month period. Same- store cafeteria sales for the nine months ended March 31, 1996, increased $6,189,000 or 3.3%, from the same prior year nine-month period. Restaurant sales for the nine months ended March 31, 1996, increased $3,128,000, or 17.7%, from the prior year nine-month period. Same-store restaurant sales for the nine months ended March 31, 1996, decreased $810,000, or 4.6%, over the same period last year. Third quarter general and administrative expense decreased $653,000, or 18.4%, from the prior year third quarter as a result of reduced corporate expenses. General and administrative expense for the nine months ended March 31, 1996 includes a $1,300,000 restructuring charge. General and administrative expense for the same period last year includes severance benefits totaling $361,000. Other expense (income) for the nine months ended March 31, 1995 includes a $733,000 charge for the write-off of certain assets associated with the Company's remodeling program. As of March 31, 1996, $11,480,000 was available under the credit arrangements described in Note B to the condensed financial statements. These facilities, together with cash flow from operations, are adequate to provide for future requirements. 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> amended on September 27, 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. 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 May 7, 1996 /s/ J. Fred Johnson 5/07/96 __________________________________________________ ___________ J. Fred Johnson, Executive Vice President, Chief Date Financial Officer and Treasurer (Principal Financial Officer) /s/ Mark L. Mestayer 5/07/96 __________________________________________________ ___________ Mark L. Mestayer, Executive Vice President, Date Controller and Secretary (Principal Accounting Officer)