PICCADILLY CAFETERIAS INC
10-Q, 1994-01-28
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                                      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, 1993
                                         _________________
                                     OR
          ( )  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 Boulevard,  Baton Rouge, Louisiana       70816
          ____________________________________________________________________
          (Address of principal executive offices)                   (Zip Code)

                              (504) 293-9440
          ____________________________________________________________________
                    (Registrant's telephone number, including area code)

                               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  each of the issuer's
          classes of common stock, as of January 28, 1994.

          Common Stock, without par value - 10,105,236
          ____________________________________________________________________





          <PAGE>2

          PART I -- FINANCIAL INFORMATION

          Item 1.    Financial Statements (Unaudited)

                         Condensed  Consolidated  Balance   Sheets   as  of
                         December 31, 1993 and June 30, 1993

                         Consolidated  Statements  of  Income for the Three
                         Months and Six Months Ended December  31,  1993 and
                         December 31, 1992

                         Condensed  Consolidated  Statements  of Cash Flows
                         for  the  Six Months  Ended  December 31, 1993  and
                         December 31, 1992

                         Note    to   Condensed   Consolidated    Financial
                         Statements

          Item 2.   Management's  Discussion   and  Analysis  of  Financial
                    Condition and Results of Operations



          <PAGE>3

          PICCADILLY CAFETERIAS, INC.

          CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
          <TABLE>
          <CAPTION>

                                                        December 31,  June 30,
                                                           1993          1993
                                                        ___________   _________
                                                         (Thousands of dollars)
          ASSETS
          <S>                                           <C>           <C>
          CURRENT ASSETS
            Cash & cash equivalents                     $ 11,262      $ 14,094
            Accounts and notes receivable                    801           837
            Inventories                                   11,826        12,012
            Income taxes recoverable                       1,132         1,930
            Deferred income taxes                          1,667         1,667
            Other current assets                             621         1,396
                                                        ________      ________
                    TOTAL CURRENT ASSETS                  27,309        31,936

          PROPERTY, PLANT AND EQUIPMENT                  214,148       205,150
            Less allowances for depreciation              92,385        87,921
            Less allowances for unit closings              1,788         1,832
                                                        ________      ________
                                                         119,975       115,397

          OTHER ASSETS                                     5,893         5,285
                                                        ________      ________

          TOTAL ASSETS                                  $153,177      $152,618
                                                        ========      ========


          LIABILITIES AND SHAREHOLDERS' EQUITY

          CURRENT LIABILITIES
            Current portion of long-term debt           $  3,000      $  3,000
            Accounts payable                              15,495        15,357
            Accrued expenses                              10,736        11,036
            Reserve for unit closings                        500           500
                                                        ________       _______
                    TOTAL CURRENT LIABILITIES             29,731        29,893

          LONG-TERM DEBT                                  34,500        36,000

          DEFERRED INCOME TAXES, less current portion      6,728         6,728

          RESERVE FOR UNIT CLOSINGS,less current portion    6,980        7,805

          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; 10,002,006 shares at
              December 31, 1993, and 9,988,189 shares at
              June 30, 1993                               18,373        18,160
            Additional paid-in capital                    16,070        15,119
            Retained earnings                             40,795        38,913
                                                         _______       _______ 
                                                          75,238        72,192
                                                        ________      ________
                                                        $153,177      $152,618
                                                        ========      ========
          </TABLE>

          See Note to Condensed Consolidated Financial Statements (unaudited)

          <PAGE>4

          PICCADILLY CAFETERIAS, INC.

          CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
          <TABLE>
          <CAPTION>

                                                   Three Months Ended      Six Months Ended
                                                      December 31            December 31
                                                   1993        1992        1993        1992
                                                 ________     ________     _______    _______

                                             (Thousands of dollars except per share data)
          <S>                                    <C>          <C>          <C>       <C>
          Net Sales                              $ 71,175     $ 69,340     $140,239  $136,880

          Cost and expenses:
            Cost of sales                          39,645       41,487       78,678    81,072
            Other operating expenses               23,464       22,125       46,353    44,214
            General and administrative expenses     3,228        3,295        6,665     6,308
            Interest expense                          825          872        1,656     1,737
            Other expense (income)                    189           22         (134)     (103)
                                                  _______      _______      _______   _______ 
                                                   67,351       67,801      133,218   133,228
                                                  _______      _______      _______   _______

               INCOME BEFORE INCOME TAXES           3,824        1,539        7,021     3,652
          Provision for income taxes                1,491          569        2,738     1,351
                                                  _______      _______      _______   _______

               NET INCOME                        $  2,333     $    970     $  4,283  $  2,301
                                                  =======      =======      =======   =======

          Weighted average number of shares
            outstanding                            10,002        9,854        9,999     9,852
                                                  =======      =======      =======   =======

          Net income per share                   $    .23     $    .10     $    .43  $    .23
                                                  =======      =======      =======   =======

          Cash dividends per share               $    .12     $    .12     $    .24  $    .24
                                                  =======      =======      =======   =======


          </TABLE>



          See Note to Condensed Consolidated Financial Statements (unaudited)



          <PAGE>5

          PICCADILLY CAFETERIAS, INC.

          CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
          <TABLE>
          <CAPTION>

                                                                 Six Months Ended
                                                                   December 31
                                                               ______________________
                                                                1993           1992
                                                               _______        _______
                                                               (Thousands of dollars)
          <S>                                                  <C>            <C>
          OPERATING ACTIVITIES

             Net Income                                        $ 4,283        $ 2,301

             Adjustments to reconcile net income to net cash
               provided by operating activities:
               Depreciation                                      5,659          6,045
               Costs associated with reserved units               (825)        (1,641)
               Loss on sale of assets                              369            104
               Pension expense                                     217            223
               Change in operating assets and liabilities          331         (4,404)
                                                               _______        _______

                 NET CASH PROVIDED BY OPERATING ACTIVITIES      10,034          2,628

          INVESTING ACTIVITIES
               Purchase of property, plant and equipment       (11,166)        (4,273)
               Proceeds from sale of property, plant and 
                equipment                                        1,034            168
                                                              ________        _______

                 NET CASH USED IN INVESTING ACTIVITIES         (10,132)        (4,105)

          FINANCING ACTIVITIES
               Common stock transactions                         1,164          1,001
               Payments on long-term debt                       (1,500)           -
               Dividends paid                                   (2,398)        (2,364)
                                                              ________        _______

                 NET CASH USED IN FINANCING ACTIVITIES          (2,734)        (1,363)
                                                              ________        _______


               (Decrease) in cash and cash equivalents          (2,832)        (2,840)
               Cash and cash equivalents at beginning 
                  of period                                     14,094          7,839
                                                              ________        _______

               Cash and cash equivalents at end of period      $11,262        $ 4,999
                                                              ========        =======

          </TABLE>


          See Note to Condensed Consolidated Financial Statements (unaudited)


          <PAGE>6

          PICCADILLY CAFETERIAS, INC.

          NOTE TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

          December 31, 1993



          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.
          Where  applicable,  prior  year  amounts  have been  restated  to
          conform to current presentation.

          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.




          <PAGE>7
                       MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                    FINANCIAL CONDITION AND RESULTS OF OPERATIONS

               Revenues for the  three  months ended December 31, 1993 were
          $71,175,000 compared to prior year  second  quarter  revenues  of
          $69,340,000.   Total  cafeteria  customer  traffic in the current
          quarter decreased 2.7% from the same period  last year.  Customer
          counts decreased 4.0% for those cafeterias open  in both periods.
          Second quarter results include one new cafeteria opening  in  St.
          Louis,  Missouri  on  November  10,  1993  and  the closings of a
          cafeteria  in  Orlando,  Florida  in  October  1993 and  Atlanta,
          Georgia in December 1993.

               Revenues  for the six months ended December  31,  1993  were
          $140,239,000 compared  to  $136,880,000 posted in the same period
          last year.  Total cafeteria customer traffic for the current six-
          month period decreased 2.0%  from  the  comparable  period a year
          ago.  Customer counts decreased 3.2% for those cafeterias open in
          both six-month periods.   Revenues for the six-month period ended
          December  31,  1993 include two new cafeteria units opened  since
          December 31, 1992.   Prior year first quarter revenues exclude 47
          net  operating  days  that  were  lost  in  eight  South  Florida
          cafeterias  and twenty-one  Louisiana  cafeterias  due  to  power
          outages caused by Hurricane Andrew.

               The  comparison   of   sales   is   impacted  by  the  price
          restructuring in a majority of the Company's  cafeterias  in  the
          first  quarter  of  fiscal 1993.  Prices on many a la carte items
          were reduced an average  of 12% to 15% to simplify pricing and to
          offer each customer the same  value  as  could  be  obtained from
          purchasing a packaged meal, such as the Dilly Dish and  the Super
          Dilly.   After  the  price  restructuring, customer buying habits
          shifted from the packaged meals  to  a  la carte purchases.  This
          shift resulted in a 3% decline in the customer  check average.  A
          price  increase  of  approximately  2.5%  (primarily on  packaged
          meals) in the second quarter of fiscal 1993  substantially offset
          the decline in check average.  Price increases  of  approximately
          2% on a la carte items were implemented on March 1, 1993 and June
          1, 1993.  The check average for the first quarter of  fiscal 1994
          was  $5.11,  an  increase  of 4.9% over the prior year.  A  price
          increase of approximately 1.4%  was  implemented  on  November 1,
          1993.   The  check average for the second quarter of fiscal  1994
          was $5.22, an  increase  of  6.8%  over  the  prior  year  second
          quarter.

               Cost  of  sales,  as a percent of sales, decreased 413 basis
          points in the second quarter  compared  to  the  same period last
          year  and  313  basis  points  during the six-month period  ended
          December  31,  1993 from the same  six-month  period  last  year.
          These  improvements  are  largely  attributable  to  sales  price
          increases and a reduction in food and labor costs.

               The  Revenue Reconciliation Act of 1993 was enacted into law
          on August 10,  1993.   This Act, combined with an increase in the
          Company's effective state  income  tax  rate,  has resulted in an
          increase of the Company's current effective income  tax rate from
          37% to 39% for fiscal 1994.

               Two  cafeterias  whose lease terms have essentially  expired
          will close during the remainder  of  fiscal  1994.  The impact of
          these closings is not material to the financial  position  of the
          Company  nor  its  results  of operations.  The  Company plans to
          open two cafeterias in these  markets  to  replace  these  closed
          units.

               The  Company  maintains  a $10 million unsecured, short-term
          line of credit.  During the quarter  ended December 31, 1993, and
          as of January 28, 1994, the entire amount under this facility was
          available.

          <PAGE>8

          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.  (a)  Exhibits -- None.
                   (b)  Reports on Form 8-K -- None.



          <PAGE>9

                                        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






          1/27/94                       /s/James W. Bennett
          _______                       ______________________________________
            Date                        James W. Bennett, Chairman and Chief
                                         Executive Officer




          1/27/94                       /s/Ronald A. LaBorde
          _______                       ______________________________________
            Date                        Ronald A. LaBorde, Executive Vice
                                         President,
                                        Treasurer and Chief Financial Officer



          1/27/94                       /s/Mark L. Mestayer
          _______                       ______________________________________
            Date                        Mark L. Mestayer, Executive Vice
                                         President, Secretary, Controller,
                                         and  Principal Accounting Officer













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