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, 1997 [ ] 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 October 24, 1997, was 10,528,368. 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 1997 1997 - ------------------------------------------------------------------------------ ASSETS CURRENT ASSETS Accounts and notes receivable $ 650 $ 611 Inventories 10,572 10,400 Deferred income taxes 3,546 3,546 Other current assets 705 766 - ------------------------------------------------------------------------------ TOTAL CURRENT ASSETS 15,473 15,323 PROPERTY, PLANT AND EQUIPMENT 245,077 246,650 Less allowances for depreciation and unit closings 120,504 120,630 - ------------------------------------------------------------------------------ NET PROPERTY, PLANT AND EQUIPMENT 124,573 126,020 OTHER ASSETS 7,862 5,989 - ------------------------------------------------------------------------------ TOTAL ASSETS $147,908 $147,332 - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $ 11,046 $ 9,579 Accrued expenses 23,217 20,411 Current portion of long-term debt 4,500 4,500 - ------------------------------------------------------------------------------ TOTAL CURRENT LIABILITIES 38,763 34,490 LONG-TERM DEBT, less current portion 22,650 27,240 DEFERRED INCOME TAXES 5,423 5,223 RESERVE FOR UNIT CLOSINGS 2,649 2,775 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 10,528,368 shares at September 30, 1997 and at June 30, 1997 19,141 19,141 Additional paid-in capital 18,735 18,735 Retained earnings 40,784 39,965 - ------------------------------------------------------------------------------ 78,660 77,841 Less treasury stock at cost: 25,000 Common Shares at September 30, 1997 and at June 30, 1997 237 237 - ------------------------------------------------------------------------------ TOTAL SHAREHOLDERS' EQUITY 78,423 77,604 - ------------------------------------------------------------------------------ TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $147,908 $147,332 - ------------------------------------------------------------------------------ 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 1997 1996 - ------------------------------------------------------------------------------ Net sales $ 78,952 $ 75,500 Cost and expenses: Cost of sales 46,068 44,415 Other operating expense 26,037 25,387 General and administrative expense 3,075 2,801 Interest expense 619 722 Other expense (income) (142) (62) - ------------------------------------------------------------------------------ 75,657 73,263 - ------------------------------------------------------------------------------ INCOME BEFORE INCOME TAXES 3,295 2,237 Provision for income taxes 1,219 850 - ------------------------------------------------------------------------------ NET INCOME $ 2,076 $ 1,387 - ------------------------------------------------------------------------------ Weighted average number of shares outstanding 10,503 10,503 - ------------------------------------------------------------------------------ Net income per share $ .20 $ .13 - ------------------------------------------------------------------------------ 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 1997 1996 - ------------------------------------------------------------------------------ OPERATING ACTIVITIES Net income $ 2,076 $ 1,387 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 2,992 3,059 Costs associated with reserved units (315) (651) Provision for deferred income taxes 200 200 Loss on sale of assets 24 42 Pension expense -- net of contributions (1,917) (1,960) Change in operating assets and liabilities 4,287 (2,051) - ------------------------------------------------------------------------------ NET CASH PROVIDED BY OPERATING ACTIVITIES 7,347 26 INVESTING ACTIVITIES Purchase of property, plant and equipment (3,319) (1,113) Proceeds from sale of property, plant and equipment 1,825 7 - ------------------------------------------------------------------------------ CASH USED IN INVESTING ACTIVITIES (1,494) (1,106) FINANCING ACTIVITIES Proceeds from (payments on) long-term debt - net (4,590) 2,340 Dividends paid (1,263) (1,260) - ------------------------------------------------------------------------------ NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES (5,853) 1,080 - ------------------------------------------------------------------------------ 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, 1997 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 1998 First Quarter Compared to 1997 First Quarter Same-store cafeteria sales increased 3.8% over the prior year. Same- store customer traffic decreased 1.7%. Same-store sales for Ralph & Kacoo's seafood restaurants decreased 1.7%. Cost of sales as a percentage of sales decreased 0.5% over the prior year. Food cost decreased 0.1% and labor cost decreased 0.4%. On September 1, 1997, the Company increased prices to offset increases in the federal minimum wage. Other operating expense as a percentage of sales decreased 0.7% over the prior year. Interest expense decreased $103,000 reflecting both lower debt levels and lower cost of debt. Other income improved $80,000 over the prior year. The Company lowered its effective tax rate from 38.0% in fiscal year 1997 to 37.0% for fiscal year 1998. Net cash provided by operating activities increased $7,321,000. Net changes in operating assets and liabilities increased cash flow $6,338,000 reflecting the impact of timing of payments in the ordinary course of business. Investing activities include the sale of the Company's Orland Park, Illinois cafeteria, which was closed in November, 1996. A cafeteria in Charleston, South Carolina was opened during the current-year first quarter replacing a mall unit whose lease had expired. Two Piccadilly Express units located in Associated Grocers supermarkets were opened in Natchez, Mississippi and Vidor, Texas during the quarter. The Company will open a cafeteria in Vicksburg, Mississippi during the second quarter. Expansion plans for the remainder of the fiscal year include four to five more cafeterias and up to 16 Piccadilly Express units in existing cafeterias and Associated Grocer supermarkets. The Company's $4,500,000 private placement debt will mature on January 31, 1998. As of September 30, 1997, $22,350,000 was available under two line of credit arrangements. These facilities, together with cash flow from operations, are adequate to provide for maturing debt, capital expenditures and dividend 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(1), as amended on September 14, 1987(2), as amended on September 27, 1988(3), and as amended on September 28, 1989(4). 3.2 By-laws of the Company, as amended through July 22, 1996(5). 27 Financial Data Schedule (b) Reports on Form 8-K -- None. **FOOTNOTES** 1) 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. 2) Incorporated by reference from the Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 1987. 3) Incorporated by reference from the Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 1988. 4) Incorporated by reference from the Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 1989. 5) Incorporated by reference from the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1996. 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 October 27, 1997 /s/ Ronald A. LaBorde 10/27/97 - ------------------------------------------------------------------ Ronald A. LaBorde, President, Chief Executive Date Officer, and Director /s/ J. Fred Johnson 10/24/97 - ------------------------------------------------------------------ J. Fred Johnson, Executive Vice President, Chief Date Financial Officer and Treasurer (Principal Financial Officer) /s/ Mark L. Mestayer 10/24/96 - ------------------------------------------------------------------ Mark L. Mestayer, Executive Vice President, Date Secretary & Director of Finance (Principal Accounting Officer)