SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
X Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended
March 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 0-12919
PIZZA INN, INC.
(Exact name of registrant as specified in its charter)
MISSOURI 47-0654575
(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5050 QUORUM DRIVE
SUITE 500
DALLAS, TEXAS 75240
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (972) 701-9955
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 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
Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Section 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of securities
under a plan confirmed by a court. Yes x No
At March 30, 1997, an aggregate of 12,792,892 shares of the
registrant's Common Stock, par value of $.01 each (being the registrant's only
class of common stock), were outstanding.
PIZZA INN, INC.
Index
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements Page
Condensed Consolidated Statements of Operations
for the three months and nine months ended March 30, 1997
and March 24, 1996 . . . . . . . . . . . . . . . . . . . . . 3
Condensed Consolidated Balance Sheets at
March 30, 1997 and June 30, 1996 . . . . . . . . . . . . . . 4
Condensed Consolidated Statements of Cash Flows
for the nine months ended March 30, 1997
and March 24, 1996 . . . . . . . . . . . . . . . . . . . . . 5
Notes to Condensed Consolidated Financial Statements . . . . . . 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations . . . . . 7
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . 9
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements
PIZZA INN, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
----------------------------- -------------------------------
March 30, March 24, March 30, March 24,
1997 1996 1997 1996
------------ ------------ -------------- ------------
<S> <C> <C> <C> <C>
REVENUES:
Food and supply sales $ 14,217 $ 13,964 $ 44,784 $ 41,746
Franchise revenue 1,581 1,836 4,920 5,458
Restaurant sales 679 684 2,009 2,162
Other income 26 73 83 237
------------ ------------- ------------ ------------
16,503 16,557 51,796 49,603
------------ ------------- ------------ ------------
COSTS AND EXPENSES:
Cost of sales 12,737 12,860 40,417 38,733
Franchise expenses 795 781 2,217 2,167
General and administrative
expenses 1,187 1,328 3,744 3,953
Interest expense 154 194 514 677
------------ ------------ ------------ ------------
14,873 15,163 46,892 45,530
------------ ------------ ------------ ------------
INCOME BEFORE INCOME TAXES 1,630 1,394 4,904 4,073
Provision for income taxes 554 474 1,667 1,385
------------ ------------ ------------ ------------
NET INCOME $ 1,076 $ 920 $ 3,237 $ 2,688
============ ============ ============ ============
NET INCOME PER COMMON SHARE $ 0.08 $ 0.07 $ 0.24 $ 0.19
============ ============ ============ ============
<FN>
See accompanying Notes to Condensed Consolidated Financial Statements
</TABLE>
<PAGE>
PIZZA INN, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
<TABLE>
<CAPTION>
March 30, June 30,
1997 1996
----------- --------
(Unaudited)
<S> <C> <C>
ASSETS
- ----------------------------------------------------
CURRENT ASSETS
Cash and cash equivalents $ 952 $ 653
Restricted cash and short-term investments,
(including $0 and $230, respectively,
pledged as collateral for certain
letters of credit) 338 360
Notes and accounts receivable, less allowance
for doubtful accounts of $888 and $900,
respectively 7,695 6,652
Inventories 2,030 1,919
Prepaid expenses and other 405 466
Net assets held for sale 66 70
--------- ---------
11,486 10,120
Total current assets
PROPERTY, PLANT AND EQUIPMENT, net 1,970 1,866
PROPERTY UNDER CAPITAL LEASES, net 977 1,107
DEFERRED TAXES, net 9,118 10,687
OTHER ASSETS
Long-term notes and accounts receivable, less
allowance for doubtful accounts of $72
and $63, respectively 250 149
Deposits and other 407 490
--------- ---------
$ 24,208 $ 24,419
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
- ----------------------------------------------------
CURRENT LIABILITIES
Current portion of long-term debt $ 2,000 $ 2,000
Current portion of capital lease obligations 113 109
Accounts payable - trade 1,646 2,331
Accrued expenses 2,945 3,158
--------- ---------
Total current liabilities 6,704 7,598
LONG-TERM LIABILITIES
Long-term debt 5,410 6,910
Long-term capital lease obligations 909 992
Other long-term liabilities 802 813
SHAREHOLDERS' EQUITY
Common Stock, $.01 par value; authorized 26,000,000
shares; outstanding 12,792,892
and 12,876,801 shares, respectively (after
deducting shares in treasury:
March - 1,619,516; June - 1,360,567) 128 129
Additional paid-in capital 3,887 3,684
Retained earnings 6,368 4,293
--------- ---------
Total shareholders' equity 10,383 8,106
--------- ---------
$ 24,208 $ 24,419
========= =========
<FN>
See accompanying Notes to Condensed Consolidated Financial Statements
</TABLE>
<PAGE>
PIZZA INN, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
------------------------------
March 30, March 24,
1997 1996
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 3,237 $ 2,688
Add non-cash items 2,088 1,742
Changes in assets and liabilities:
Accounts and notes receivable (1,144) (293)
Inventories (111) (255)
Accounts payable - trade (685) 464
Accrued expenses (218) (114)
Deferred income 5 204
Other - net 99 26
---------- ------------
Cash provided by operating activities 3,271 4,462
---------- ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment (433) (534)
Proceeds from sales of assets - 91
---------- ------------
Cash used for investing activities (433) (443)
---------- ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of long-term debt and capital
lease obligations (1,579) (3,041)
Proceeds from exercise of stock options 277 350
Purchases of treasury stock (1,237) (2,674)
---------- ------------
Cash used for financing activities (2,539) (5,365)
---------- ------------
Net increase(decrease) in cash and cash equivalents 299 (1,346)
Cash and cash equivalents, beginning of period 653 1,672
---------- ------------
Cash and cash equivalents, end of period $ 952 $ 326
========== ============
- --------------------------------------------------------------------------------------------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
CASH PAYMENTS FOR:
Interest $ 473 $ 660
Income taxes 110 80
See accompanying Notes to Condensed Consolidated Financial Statements
</TABLE>
PIZZA INN, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(1) The accompanying condensed consolidated financial statements of Pizza
Inn, Inc. (the "Company") have been prepared without audit pursuant to the
rules and regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in the financial
statements have been condensed or omitted pursuant to such rules and
regulations. The condensed consolidated financial statements should be read
in conjunction with the notes to the Company's audited consolidated financial
statements in its Form 10-K for the fiscal year ended June 30, 1996.
In the opinion of management, the accompanying unaudited condensed
consolidated financial statements contain all adjustments necessary to fairly
present the Company's financial position and results of operations for the
interim periods. All adjustments contained herein are of a normal recurring
nature.
(2) For the three and nine months ended March 30, 1997, common stock
equivalents were 878,567 and 853,984 respectively, and the total weighted
average number of shares considered to be outstanding were 13,755,431 and
13,770,208, respectively. For the three and nine months ended March 24, 1996,
common stock equivalents were 901,492 and 778,681, respectively, and the total
weighted average number of shares considered to be outstanding were 14,054,717
and 14,079,232, respectively.
(3) In February 1997, the FASB issued FAS No. 128, Earnings per Share
("FAS 128"), which is effective for financial statements issued for periods
ending after December 15, 1997, including interim periods. Effective December
28, 1997, the Company will adopt FAS 128, which establishes standards for
computing and presenting earnings per share (EPS). The statement requires dual
presentation of basic and diluted EPS on the face of the income statement for
entities with complex capital structures and requires a reconciliation of the
numerator and denominator of the basic EPS computation, to the numerator and
denominator of the diluted EPS calculation. Basic EPS excludes the effect of
potentially dilutive securities while diluted EPS reflects the potential
dilution that would occur if securities or other contracts to issue common
stock were exercised, converted into or resulted in the issuance of common
stock that then shared in the earnings of the entity. The pro forma EPS
amounts shown below have been calculated assuming the Company had already
adopted the provisions of this statement.
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
------------------- -------------------
March 30, March 24, March 30, March 24,
1997 1996 1997 1996
--------- --------- --------- --------
<S> <C> <C> <C> <C>
Basic EPS $ .08 $ .07 $ .25 $ .20
Diluted EPS .08 .07 .24 .19
</TABLE>
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Quarter and nine months ended March 30, 1997 compared to the quarter and nine
months ended March 24, 1996.
Net income for the third quarter of the current fiscal year rose 17% to
$1,076,000 or $.08 per share compared to $920,000 or $.07 per share for the
same quarter last year. For the nine months ended March 30, 1997, net income
increased 20% to $3,237,000 or $0.24 per share, from $2,688,000 or $0.19 per
share for the same period last year.
Food and supply sales from the Company's distribution division increased
2% for the quarter and 7% for the nine month period, compared to the same
periods last year. The increase was due to growth in chainwide domestic
retail sales, as well as increased market share on sales of non-proprietary
food and equipment to both international and domestic franchisees. Increases
in the market price of certain commodities, primarily cheese, during the first
two quarters of the current year also contributed to the sales increase.
Franchise revenue, which includes income from royalties, license fees and
area development ("A.D.") sales, decreased 14% for the quarter and 10% for the
nine month period. This was primarily due to lower income from A.D. sales in
the current year. The timing and amount of proceeds from A.D. sales vary
significantly from year to year. Current year sales include partial
recognition of proceeds from the sale of new area development rights for South
Korea, the Philippines and Palestine.
Restaurant sales, which consist of sales from Company operated training
units, decreased 1% and 7% for the quarter and nine month periods,
respectively, compared to the same periods last year. This was primarily the
result of the closing during the third quarter of fiscal 1996 of one of the
units that was not required due to the opening of a new corporate training
center and testing facility.
Cost of sales decreased 1% for the quarter and increased 4% for the nine
month period. During both periods, product purchases increased due to the
growth in food and supply sales to the Company's franchisees. These increases
were offset by cost savings achieved through fleet modernization and routing
efficiencies, increased labor productivity and improved buying power through
volume purchasing. During the quarter, these cost savings more than offset
cost increases related to the growth in food and supply sales. Cost of sales
as a percentage of food and supply sales was lower during both current year
periods, as a result of the cost savings mentioned here, as well as variations
in seasonal cost patterns of key commodities from year to year.
Franchise expenses increased 2% for both the quarter and nine month
periods. These small increases reflect additional expenditures for sales,
training and field service personnel, as well as increases in expenses related
to marketing the Company's franchising opportunities.
<PAGE>
General and administrative expenses decreased 11% and 5% for the quarter
and nine months, respectively, as the Company continues to focus on holding
down costs not directly related to franchise service and product distribution
areas of the business.
Interest expense decreased 21% and 24% for the three and nine month
periods, respectively, as a result of lower average debt balances and lower
interest rates.
LIQUIDITY AND CAPITAL RESOURCES
Cash provided by operations totaled $3.3 million for the first nine
months of fiscal 1997, and consisted primarily of net income plus the benefit
of the Company's net operating loss carryforwards which significantly reduce
the amount of federal income tax actually paid. The Company utilized cash
primarily to pay down debt, making $1.5 million in scheduled principal
payments during the first three fiscal quarters. Cash of $1,237,000 was also
used to purchase shares of the Company's own common stock during the first
nine months of fiscal 1997.
In September 1996, the Company signed an agreement for the sale of
exclusive operating and franchising rights in South Korea, for a total cash
price of $800,000 ($687,000 net of certain expenses). In March 1997, the
Company signed an agreement for the sale of exclusive operating and
franchising rights in Palestine, for a total cash price of $300,000. These
agreements, along with other area development agreements signed during the
last four years, contain development commitments for significant unit growth
over the next five years. Related growth in royalties and product
distribution sales are expected to provide adequate working capital. The
occurrence of any additional area development sales, which cannot be predicted
with any certainty, would also provide significant infusions of cash.
External sources of cash are not expected to be required in the foreseeable
future.
The Company continues to realize substantial benefit from the utilization
of its net operating loss carryforwards (which currently total $22 million and
expire in 2005) to reduce its federal tax liability from the 34% tax reflected
on its statement of operations to an actual payment of approximately 2% of
taxable income. Management believes that future operations will generate
sufficient taxable income, along with the reversal of certain temporary
differences described below, to fully realize its net deferred tax asset
balance ($9.1 million as of March 30, 1997). Taxable income in future years
at the same level as fiscal 1996 would be sufficient for full realization of
the net tax asset. Management believes that, based on recent growth trends
and future projections, maintaining current levels of taxable income is
achievable and that the Company will be able to realize its net deferred tax
asset without reliance on material, non-routine income.
Historically, the differences between pre-tax earnings for financial
reporting purposes and taxable income for tax purposes have consisted of
temporary differences arising from the timing of depreciation, deductions for
accrued expenses and deferred revenues, as well as permanent differences as a
result of goodwill amortization deducted for financial reporting purposes but
not for income tax purposes.
<PAGE>
"Management's Discussion and Analysis of Financial Condition and Results
of Operations" contains certain projections and other forward-looking
statements that are not historical facts and are subject to various risks and
uncertainties, including but not limited to: changes in demand for Pizza Inn
products and franchises; the impact of competitors' actions; changes in prices
or supplies of food ingredients; and restrictions on international trade and
business.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
There are no exhibits filed with this report. No reports on Form 8-K
were filed in the quarter for which this report is filed.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
PIZZA INN, INC.
Registrant
By: /s/C. Jeffrey Rogers
--------------------
C. Jeffrey Rogers
President and
Principal Executive Officer
By: /s/Elizabeth D. Reimer
----------------------
Elizabeth D. Reimer
Controller and
Principal Accounting Officer
Dated: May 14, 1997
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-29-1997
<PERIOD-END> MAR-30-1997
<CASH> 952
<SECURITIES> 0
<RECEIVABLES> 7695
<ALLOWANCES> 888
<INVENTORY> 2030
<CURRENT-ASSETS> 11486
<PP&E> 1970
<DEPRECIATION> 0
<TOTAL-ASSETS> 24208
<CURRENT-LIABILITIES> 6704
<BONDS> 0
0
0
<COMMON> 128
<OTHER-SE> 10255
<TOTAL-LIABILITY-AND-EQUITY> 24208
<SALES> 46793
<TOTAL-REVENUES> 51796
<CGS> 40417
<TOTAL-COSTS> 40417
<OTHER-EXPENSES> 2217
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 514
<INCOME-PRETAX> 4904
<INCOME-TAX> 1667
<INCOME-CONTINUING> 3237
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3237
<EPS-PRIMARY> .24
<EPS-DILUTED> .24
</TABLE>
