PICCADILLY CAFETERIAS INC
10-Q, 1997-02-06
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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, 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
January 30, 1997, was 10,503,368.



                    PART I -- Financial Information

Item 1. Financial Statements (Unaudited)

              CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
                         Piccadilly Cafeterias, Inc.

                                                    (Amounts in thousands)
- ------------------------------------------------------------------------------
Balances at                                        December 31      June 30
                                                      1996            1996
- ------------------------------------------------------------------------------
ASSETS                                                       
CURRENT ASSETS                                               
  Accounts and notes receivable                      $    832          619
  Inventories                                          10,667       10,087
  Deferred income taxes                                 2,434        2,434
  Other current assets                                  2,841          579
- ------------------------------------------------------------------------------ 
           TOTAL CURRENT ASSETS                        16,774       13,719
PROPERTY, PLANT AND EQUIPMENT                         240,966      245,424
   Less allowances for depreciation and unit          118,021      116,412
   closings                  
- ------------------------------------------------------------------------------
           NET PROPERTY, PLANT AND EQUIPMENT          122,945      129,012
OTHER ASSETS                                            6,949        5,549
- ------------------------------------------------------------------------------
TOTAL  ASSETS                                        $146,668     $148,280
==============================================================================

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES                                                 
  Accounts payable                                   $  8,814        8,387
  Accrued interest                                      1,352        3,588
  Accrued expenses                                     21,150       22,494
  Current portion of long-term debt                     7,500        6,000
- ------------------------------------------------------------------------------ 
           TOTAL CURRENT LIABILITIES                   38,816       40,469
                                                                    
LONG-TERM DEBT, less current portion                   24,630       25,700
                                                                    
DEFERRED INCOME TAXES                                   4,168        3,768
                                                                    
RESERVE FOR UNIT CLOSINGS                               4,052        5,050
                                                                    
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 10,503,368 shares at 
     December 31, 1996 and  at June 30, 1996           19,096       19,096
  Additional paid-in capital                           18,555       18,555
  Retained earnings                                    37,351       35,642
- ------------------------------------------------------------------------------ 
          TOTAL SHAREHOLDERS' EQUITY                   75,002       73,293
- ------------------------------------------------------------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY           $146,668     $148,280
==============================================================================
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    Six Months Ended  
                                        December 31          December 31
- ------------------------------------------------------------------------------
                                      1996       1995      1996       1995
- ------------------------------------------------------------------------------
Net Sales                          $ 77,469   $ 75,807   $152,969   $150,947
Cost and expenses:                                                  
     Cost of sales                   44,468     43,068     88,883     85,888
     Other operating expenses        25,028     25,287     50,415     50,234
     General and administrative       2,676      2,810      5,477      7,044
       expenses
     Interest expense                   806      1,016      1,528      2,044
     Other expense (income)             (95)       (33)      (157)       145
- ------------------------------------------------------------------------------
                                     72,883     72,148    146,146    145,355
- ------------------------------------------------------------------------------
     INCOME BEFORE INCOME TAXES       4,586      3,659      6,823      5,592

Provision for income taxes            1,743      1,389      2,593      2,124
     NET INCOME                    $  2,843   $  2,270   $  4,230   $  3,468
==============================================================================
Weighted average number of       
  shares outstanding                 10,503     10,335     10,503     10,334
==============================================================================
     Net income per share           $   .27   $    .22   $    .40   $    .34
==============================================================================
     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                               1996        1995
- ------------------------------------------------------------------------------
OPERATING ACTIVITIES                                         
   Net income                                            $  4,230    $  3,468
   Adjustments to reconcile net income to net cash
     provided by operating activities:                       
        Depreciation                                        6,079       6,512
        Costs associated with reserved units                 (845)       (334)
        Provision for deferred income taxes                   400         845
        Loss on sale of assets                                 82         425
        Pension  expense  --  net of contributions         (1,419)        377
        Change in operating assets and liabilities         (3,261)        471
- ------------------------------------------------------------------------------
        NET CASH PROVIDED BY OPERATING ACTIVITIES           5,266      11,764

                                                                    
INVESTING ACTIVITIES                                                
   Purchase of property, plant and equipment               (3,189)     (4,381)
   Proceeds from sale of property, plant and equipment         14         109
- ------------------------------------------------------------------------------
        CASH USED IN INVESTING ACTIVITIES                  (3,175)     (4,272)
 
                                                                    
FINANCING ACTIVITIES                                                
   Payments on short-term debt due to banks  -- net           ---      (6,089)
   Payments on long-term debt -- net                          430         ---
   Proceeds from sales of Common Stock                        ---       1,081
   Dividends paid                                          (2,521)     (2,484)
- ------------------------------------------------------------------------------
        NET CASH USED IN FINANCING ACTIVITIES              (2,091)     (7,492)
- ------------------------------------------------------------------------------
                                                                    
   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

                                             
           NOTE TO CONDENSED FINANCIAL STATEMENTS (Unaudited)
                     Piccadilly Cafeterias, Inc.
                        December 31, 1996

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

1997 Second Quarter Compared to 1996 Second Quarter

On October 1, 1996, the Company implemented  a  price  increase.  Same-
store cafeteria  traffic increased 0.7% over the prior year while sales
increased  4.6%.   Total cafeteria traffic decreased 0.7%.   Same-store
sales for Ralph & Kacoo's  seafood  restaurants decreased 4.7% as sales
were impacted by a normal leveling of volume at the Birmingham, Alabama
restaurant, which opened in April, 1995.   The  cafeteria  in  Chicago,
Illinois  was  closed  on  November  15, 1996 and a cafeteria in Tampa,
Florida was closed on December 31, 1996  in  conjunction with the lease
expiration.

Cost of sales as a percentage of sales increased  0.6%  over  the prior
year.  Food cost increased 0.2%  from inflationary pressures and  labor
cost  increased  0.4%,  reflecting increased staffing aimed at enhanced
customer service combined with the new minimum wage.

Other operating expense as  a  percentage  of sales decreased 1.1% over
the  prior  year  reflecting  decreases  in  depreciation  and  workers
compensation  costs.   Interest expense decreased  $210,000  reflecting
both lower debt levels and lower cost of debt.

Six Months Ended 12/31/96 Compared to Six Months Ended 12/31/95

Same-store cafeteria traffic  increased  1.8%  over  the  prior year as
total  customer traffic increased 0.6%.  Sales for cafeterias  open  in
both six-month  periods  increased  3.8%.  Same-store sales for Ralph &
Kacoo's decreased 7.8%.

Cost of sales as a percentage of sales  increased  1.2%  over the prior
year.  Food and labor cost both increased 0.6%.  Prior year general and
administrative   expense   includes  severance  charges  of  $1,300,000
relating to the elimination  of about 100 jobs.  Other expense (income)
improved $302,000 over the prior year as a result of $343,000 in losses
from asset dispositions in the prior year.

Net cash provided by operating  activities  decreased  $6,498,000.  The
Company contributed $2,500,000 to its pension plan during  the  current
year  first  quarter.   No  contributions  were  made  in the first two
quarters of fiscal 1996.  Costs associated with reserve units increased
$664,000 as the Company paid lease termination costs of  $500,000.  Net
changes  in  other operating assets and liabilities resulted  from  the
payment of $3,272,000  in  settlement  of taxes and interest associated
with the IRS examinations of the Company's tax returns for 1987 through
1992.

As of December 31, 1996, a total of $18,370,000 was available under two
line of credit arrangements.  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

         The Annual Meeting of the shareholders of  Piccadilly  Cafeterias, 
         Inc. (the "Meeting") was held on November 4, 1996 and 9,060,607  
         shares were represented.  The voting tabulation follows:

         The election of the following to the Board of Directors:
                                                         For         Withheld
                                                         ---         --------
         Robert P. Guyton                             8,955,580       105,027
         Edward M. Simmons, Sr.                       8,955,002       105,605
         Christel C. Slaughter                        8,914,054       146,553

         The following director's terms of office continued after the Meeting:
         Norman  Francis, Julia  H.R. Hamilton, Ronald A. LaBorde,  Paul W.
         Murrill, Dale E. Redman, and C. Ray Smith.

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.

_____________________
(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.

                     
                                              /s/ PICCADILLY CAFETERIAS, INC.
                                              -------------------------------
                                                         (Registrant)


                                             By: /s/ Ronald A. LaBorde
                                                -----------------------------
                                                Ronald A. LaBorde
                                                President and Chief Executive 
                                                Officer
                                                January 30, 1997


/s/ Ronald A. LaBorde                                                01/30/97
- -----------------------------------------------------------          --------
Ronald A. LaBorde, President, Chief Executive, Officer,                Date
and Director

/s/ J. Fred Johnson                                                  01/30/97
- -----------------------------------------------------------          --------
J. Fred Johnson, Executive Vice President, Chief                       Date
Financial Officer and Treasurer (Principal Financial Officer)

/s/ Mark L. Mestayer                                                 01/30/97
- -----------------------------------------------------------          --------
Mark L. Mestayer, Executive Vice President, Secretary                  Date
& Director of Finance (Principal Accounting Officer)



<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
Statements for the period ending December 31, 1996 and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          JUN-30-1997
<PERIOD-END>                               DEC-31-1996
<CASH>                                               0
<SECURITIES>                                         0
<RECEIVABLES>                                      832
<ALLOWANCES>                                         0
<INVENTORY>                                     10,677
<CURRENT-ASSETS>                                16,774
<PP&E>                                         240,966
<DEPRECIATION>                                 115,679
<TOTAL-ASSETS>                                 146,668
<CURRENT-LIABILITIES>                           38,816
<BONDS>                                              0
                                0
                                          0
<COMMON>                                        19,096
<OTHER-SE>                                      55,906
<TOTAL-LIABILITY-AND-EQUITY>                   146,668
<SALES>                                        152,969
<TOTAL-REVENUES>                               152,969
<CGS>                                           88,883
<TOTAL-COSTS>                                  144,618
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               1,528
<INCOME-PRETAX>                                  6,823
<INCOME-TAX>                                     2,593
<INCOME-CONTINUING>                              4,230
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     4,230
<EPS-PRIMARY>                                     0.40
<EPS-DILUTED>                                     0.40
        

</TABLE>


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