UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the Fiscal Quarter Ended September 26, 1995
[ ] 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 0-13007
NPC INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Kansas 48-0817298
(State of Incorporation) (IRS Employer Identification Number)
720 W. 20th Street, Pittsburg, KS 66762
(Address of principal executive offices)
Registrant`s telephone number, including area code (316) 231-3390
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 the registrant`s class of common stock
as of November 7, 1995:
Common Stock, $0.01 par value - 24,513,324
NPC INTERNATIONAL, INC.
INDEX
PART I. FINANCIAL INFORMATION
Condensed Consolidated Balance Sheets --
September 26, 1995 and March 28, 1995
Condensed Consolidated Statements of Income --
For the Thirteen and Twenty Six Weeks Ended
September 26, 1995 and September 27, 1994
Condensed Consolidated Statements of Cash Flows --
For the Thirteen and Twenty Six Weeks Ended
September 26, 1995 and September 27, 1994
Notes to Condensed Consolidated Financial Statements
Management`s Discussion and Analysis of
Financial Condition and Results of Operations
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
PART I - FINANCIAL INFORMATION
NPC International, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
Sept. 26, 1995 March 28, 1995
ASSETS
Current assets:
Cash and cash equivalents $ 6,629,000 $ 9,971,000
Accounts receivable, net 1,327,000 2,357,000
Notes receivable, net 417,000 867,000
Inventories of food and supplies 3,592,000 3,261,000
Deferred income tax asset 2,593,000 5,104,000
Prepaid expenses and
other current assets 2,188,000 2,253,000
Total current assets 16,746,000 23,813,000
Facilities and equipment, net 118,696,000 116,190,000
Assets held for sale, net 5,523,000 7,717,000
Franchise rights, net 44,194,000 33,939,000
Goodwill, less
accumulated amortization 18,303,000 18,710,000
Other assets 8,567,000 8,813,000
$212,029,000 $209,182,000
LIABILITIES AND STOCKHOLDERS` EQUITY
Current liabilities:
Accounts payable $ 15,188,000 $ 16,350,000
Payroll taxes 1,204,000 1,332,000
Accrued interest 2,413,000 1,992,000
Accrued payroll 2,459,000 2,284,000
Current portion
of closure provision 2,400,000 2,400,000
Health and worker`s compensation
insurance reserves 11,749,000 8,268,000
Other accrued liabilities 1,204,000 1,242,000
Current portion
of long-term debt 1,335,000 1,308,000
Total current liabilities 37,952,000 35,176,000
Long-term debt and obligations
under capital leases 82,911,000 82,850,000
Deferred income tax liability 2,996,000 2,996,000
Closure provision and
other deferred items 5,293,000 7,873,000
Stockholders` equity:
Common Stock 276,000 ---
Class A Common Stock --- 139,000
Class B Common Stock --- 137,000
Paid-in capital 21,941,000 22,020,000
Retained earnings 82,635,000 80,086,000
104,852,000 102,382,000
Less treasury stock (21,975,000) (22,095,000)
Total stockholders` equity 82,877,000 80,287,000
$212,029,000 $209,182,000
See notes to condensed consolidated financial statements.
NPC International, Inc.
Condensed Consolidated Statements of Income
(Unaudited)
For the Thirteen For the Twenty Six
Weeks Ended Weeks Ended
Sept. 26, Sept. 27, Sept. 26, Sept. 27,
1995 1994 1995 1994
Net sales $77,770,000 $77,010,000 $159,875,000 $160,158,000
Net franchise revenue 1,269,000 1,462,000 2,631,000 2,771,000
Total revenue 79,039,000 78,472,000 162,506,000 162,929,000
Cost of sales 23,138,000 22,554,000 47,609,000 46,921,000
55,901,000 55,918,000 114,897,000 116,008,000
Direct labor costs 21,589,000 22,324,000 44,539,000 46,434,000
Operating expenses 21,325,000 21,409,000 42,714,000 43,362,000
General and
administrative
expenses 5,579,000 5,841,000 11,627,000 12,257,000
48,493,000 49,574,000 98,880,000 102,053,000
Operating income 7,408,000 6,344,000 16,017,000 13,955,000
Interest expense (1,505,000) (1,492,000) (3,209,000) (3,044,000)
Other income (expense) 116,000 (34,000) 33,000 33,000
Income before
income taxes 6,019,000 4,818,000 12,841,000 10,944,000
Provision for
income taxes 2,382,000 1,863,000 5,079,000 4,234,000
Net income $3,637,000 $2,955,000 $7,762,000 $6,710,000
Earnings per share $0.15 $0.12 $0.32 $0.27
Weighted average
shares outstanding 24,644,968 24,974,039 24,593,272 24,996,538
See notes to condensed consolidated financial statements.
NPC International, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
For the Twenty Six Weeks Ended
Sept. 26, 1995 Sept. 27, 1994
CASH FLOWS PROVIDED
BY OPERATING ACTIVITIES:
Net income $ 7,762,000 $ 6,710,000
Adjustments to
reconcile net income
to net cash provided
by operating activities
Depreciation and amortization 9,630,000 10,763,000
Closure reserve (2,593,000) ---
Deferred income taxes and other 2,524,000 (36,000)
Change in assets and liabilities,
net of acquisitions:
Accounts receivable, net 1,030,000 (114,000)
Notes receivable, net 450,000 82,000
Inventories of food and supplies (331,000) 358,000
Prepaid expenses and
other current assets 65,000 (963,000)
Accounts payable (1,162,000) (3,293,000)
Payroll taxes (128,000) (301,000)
Accrued interest 421,000 165,000
Accrued payroll 175,000 (335,000)
Health & worker`s
compensation
insurance reserves 1,282,000 1,138,000
Other accrued liabilities 2,161,000 (1,793,000)
Net cash flows provided
by operating activities 21,286,000 12,381,000
CASH FLOWS USED
BY INVESTING ACTIVITIES:
Capital expenditures,
including the acquisition
of business assets, net of cash (20,785,000) (13,371,000)
Payment of special dividend (5,213,000) ---
Changes in other assets, net (1,306,000) (173,000)
Proceeds from sale
of capital assets 2,547,000 338,000
Net cash flows used
by investing activities (24,757,000) (13,206,000)
CASH FLOWS FROM (USED BY)
FINANCING ACTIVITIES:
Purchase of treasury stock --- (1,064,000)
Net change in revolving
credit agreements (13,900,000) (4,410,000)
Payment of long-term debt (6,012,000) 2,859,000
Proceeds from issuance
of long-term debt 20,000,000 ---
Exercise of stock options 41,000 71,000
Net cash flows from
(used by) financing activities 129,000 (2,544,000)
NET CHANGE IN CASH
AND CASH EQUIVALENTS (3,342,000) (3,369,000)
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 9,971,000 8,119,000
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 6,629,000 $ 4,750,000
See notes to condensed consolidated financial statements.
NPC International, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Note 1
On August 8, 1995, the stockholders of NPC International, Inc. approved and
adopted two amendments to the Company`s Amended and Restated Articles of
Incorporation to allow for the payment of a dividend to the holders of the
Class A common stock and to subsequently reclassify and convert the
outstanding shares of Class A common stock and Class B common stock into a
single class of new common stock. As of August 9, 1995, the new class of
common stock began trading on the NASDAQ Stock Market under the new
ticker symbol ``NPCI`` and CUSIP 629360 30 6. Par value for the new common
stock is $0.01 per share, with 24,513,324 shares issued and outstanding of
the 100,000,000 shares authorized for issue.
To compensate the Class A stockholders for the relinquishment of their
voting rights, a special dividend of $0.421875 per Class A share was also
approved for stockholders of record as of August 8, 1995, payable August
30, 1995. Registered stockholders may retain their previously-issued Class
A and Class B stock certificates to represent their comparable holdings in
the new class of stock, or they may tender their existing stock
certificates to American Stock Transfer, 40 Wall Street, New York, NY 10005
to receive a new certificate.
Note 2
The Company announced on November 6, 1995 that it had received a proposal
by certain members of management of the Company to purchase all common
stock not currently owned by the management group for $9.00 per share. A
Special Committee consisting of all of the outside directors has been
formed to evaluate the proposal, and it has retained counsel and CS First
Boston to determine whether the proposal is fair to the public stockholders
of the Company from a financial point of view.
Note 3
In the opinion of management of the Company, the accompanying unaudited
condensed consolidated financial statements contain all normal recurring
adjustments necessary to present fairly the financial position of the
Company as of September 26, 1995 and March 28, 1995, the results of
operations for the Thirteen and twenty six weeks ended September 26,
1995 and September 27, 1994 and the statements of cash flows for the
twenty six weeks ended September 26, 1995 and September 27, 1994.
These statements should be read in conjunction with the financial
statements and notes contained in the Company`s annual report on Form 10-K
for the fiscal year ended March 28, 1995. Certain reclasses were made to
prior year balances to conform with the current year presentation.
Note 4
There were cash payments for income taxes of $2,300,000 in the twenty six
weeks ended September 26, 1995 and $6,100,000 in the twenty six weeks ended
September 27, 1994. Cash paid for interest for the twenty six weeks ended
September 26, 1995 and September 27, 1994 was $2,800,000 and $2,900,000,
respectively.
NPC International, Inc.
Management`s Discussion and Analysis
of Financial Condition and Results of Operations
At September 26, 1995, NPC International, Inc. owned and operated 278 Pizza
Hut restaurants and 94 delivery kitchens in eleven states. The Company`s
pizza restaurants are generally free standing, full table service
restaurants which offer high quality and moderately priced pizza, pasta,
sandwiches and a salad bar. Beverage service includes soft drinks and, in
most restaurants, beer. Delivery kitchens provide home delivery and carry
out of pizza products, but they do not have dining facilities, salad bars
or beer.
On the same date, the Company owned and operated 105 and franchised 10
quick service seafood Skipper`s restaurants in seven western states and
British Columbia. Skipper`s offers a limited menu including fish, shrimp
and clams. Each restaurant features a casual atmosphere and beer is served
in most locations.
The Company is also the owner and operator of 29 Tony Roma`s restaurants in
six states, and franchisor of 102 restaurants in 20 states and 40 foreign
locations at September 26, 1995. Tony Roma`s is a casual theme restaurant
chain known as ``A Place for Ribs,`` but also offers a variety of menu
choices including chicken, steaks and salads. All Tony Roma`s restaurants
serve alcohol.
Pizza Hut Operations
For the Thirteen Weeks Ended
September 26, 1995 September 27, 1994
Restaurants Delivery Restaurants Delivery
Net restaurant sales $41,440,000 $12,720,000 $36,940,000 $12,120,000
Net franchise revenue 8,000 --- 40,000 ---
Total revenue $41,448,000 $12,720,000 $36,980,000 $12,120,000
Percentage of
total revenue:
Cost of sales 26.2% 25.1% 25.8% 24.0%
Direct labor costs 25.5% 31.5% 25.3% 31.9%
Operating expenses 26.2% 25.4% 25.0% 25.0%
77.9% 82.0% 76.1% 80.9%
Operating profit 22.1% 18.0% 23.9% 19.1%
For the Twenty Six Weeks Ended
September 26, 1995 September 27, 1994
Restaurants Delivery Restaurants Delivery
Net restaurant sales $86,763,000 $26,670,000 $76,454,000 $25,196,000
Net franchise revenue 11,000 --- 71,000 ---
Total revenue $86,774,000 26,670,000 $76,525,000 $25,196,000
Percentage of
total revenue:
Cost of sales 26.5% 25.4% 25.8% 24.5%
Direct labor costs 25.5% 31.1% 25.6% 32.0%
Operating expenses 25.7% 24.9% 24.8% 24.9%
77.7% 81.4% 76.2% 81.4%
Operating profit 22.3% 18.6% 23.8% 18.6%
Number of units 278 94 258 88
Comparison of Operating Results for the Thirteen Weeks Ended
September 26, 1995 with the Thirteen Weeks Ended September 27, 1994
Total revenue from Pizza Hut operations for the thirteen weeks ended
September 26, 1995, was $54.2 million, up $5.1 million or 10.3% from the
same period in the prior fiscal year. Stuffed Crust pizza, introduced in
April 1995, totaled $6.6 million or approximately 12% of the sales mix for
the quarter just ended. Sales in restaurants and delivery kitchens open in
excess of twelve months increased approximately 3.1% over the same quarter
a year earlier, reflecting the introduction of Pizza Hut`s newest pizza
product in April.
Cost of sales as a percentage of revenue for the thirteen weeks ended
September 26, 1995 increased slightly to 25.9% when compared with the 25.3%
recorded for the thirteen weeks ended September 27, 1994. Part of this
increase is due to the promotional pricing of Stuffed Crust pizza. This
new pizza product, because of its high cheese content, also has a slightly
higher-than-normal food cost. Cheese prices, which traditionally accounts
for approximately 40% of a pizza`s cost, was about 4.0% higher in the
recent fiscal quarter when compared with the same fiscal quarter a year
ago. Cost of sales includes food and beverage costs and the expense of
paper takeout supplies.
Direct labor in the Pizza Hut operations remained at 26.9% of revenue for
the most recent quarter, consistent with the comparable quarter a year ago.
Direct labor includes taxes and benefits, such as vacation and insurance,
as well as restaurant worker`s compensation expense.
Overall operating expenses increased as a percentage of sales to 26.0% for
the quarter ended September 26, 1995 from 25.0% for the quarter ended
September 27, 1994, due to increases in various expenses, including repairs
and equipment rental principally consisting of a new point-of-sale computer
system. Major operating expenses in the Pizza Hut division include
advertising, depreciation and amortization, franchise fees and rent.
Comparison of Operating Results for the Twenty Six Weeks Ended
September 26, 1995 with the Twenty Six Weeks Ended September 27, 1994
Revenue from Pizza Hut operations for the twenty six weeks ended September
26, 1995, was $113.4 million, up $11.7 million or 11.5% from the same
twenty six week period in the prior fiscal year. Sales of Stuffed Crust
pizza aggregated $18.4 million, or 16.2% of net sales, for the first two
quarters ended September 26, 1995 and contributed to comparable store sales
growth of 6.7% on a year-to-date basis.
Cost of sales in the Pizza Hut operations for the twenty six weeks ended
September 26, 1995 was 26.2% of total revenue, which was slightly higher
than the 25.5% recorded during the comparable period in the prior year, due
to the higher cheese content of Pizza Hut`s new Stuffed Crust pizza and the
introductory price of $9.99 for this new pizza product.
Direct labor in the Pizza Hut operations decreased to 26.8% of net sales
for the first two quarters of the fiscal year, compared with 27.2% for the
comparable period a year ago. This reduction is due to the significant
increase in sales which was not accompanied by a corresponding increase in
labor. Direct labor includes taxes and benefits, such as vacation and
insurance, as well as restaurant worker`s compensation expense.
Overall operating expenses increased as a percentage of revenue to 25.5%
for the fiscal year-to-date through September 26, 1995 from 24.8% for the
twenty six weeks ended September 27, 1994. The Company experienced slight
increases in equipment rental and repairs when comparing the fiscal year-to-
date figures with the comparable period of the prior year.
Skipper`s Operations
For the Thirteen Weeks Ended
September 26, 1995 September 27, 1994
Net restaurant sales $11,725,000 $18,388,000
Net franchise revenue 19,000 66,000
Total revenue $11,744,000 $18,454,000
Percentage of revenue:
Cost of sales 42.0% 37.4%
Direct labor costs 28.3% 32.7%
Operating expenses 33.1% 33.6%
103.4% 103.7%
Operating profit (3.4)% (3.7)%
For the Twenty Six Weeks Ended
September 26, 1995 September 27, 1994
Net restaurant sales $23,163,000 $38,401,000
Net franchise revenue 68,000 139,000
Total revenue $23,231,000 $38,540,000
Percentage of revenue:
Cost of sales 41.7% 37.1%
Direct labor costs 29.7% 31.8%
Operating expenses 31.2% 31.6%
102.6% 100.5%
Operating profit (2.6)% (0.5)%
Number of Company units 105 185
Number of franchised units 11 14
Comparison of Operating Results for the Thirteen Weeks Ended
September 26, 1995 with the Thirteen Weeks Ended September 27, 1994
Because the Company closed 44% of its units in February 1995, sales have
significantly declined when compared with the same period a year ago.
Specifically, total revenue has declined 36.2% from the same thirteen week
period a year ago. Comparable store sales were down 3.3% and guest counts
were down 9.8% from the same quarter of the prior year.
Franchising revenue has also fallen due to fewer franchised units operating
in the most recent quarter and lower sales in the remaining units.
In an attempt to improve customer satisfaction and traffic, the Company
returned to its original breading formula and cooking procedures, last
utilized in 1982, and re-introduced quality ``hand-dressed`` fish products
throughout the chain during the quarter ended September 26, 1995. Average
unit sales have increased 4.1% in the second quarter ended September 26,
1995 over the first quarter ended June 27, 1995.
Cost of sales, when expressed as a percentage of net revenue, rose to 42.0%
in the current quarter ended September 26, 1995 from 37.4% during the
quarter ended September 27, 1994. Part of this increase is due to the
higher quality fish products that are being used, which was not accompanied
by increased menu prices until August 13, 1995 and promotions utilized to
induce trial of Skipper`s hand-dressed fish. Management is currently
reviewing other strategies available to it to reduce cost of sales as a
percent of revenue including procurement procedures, menu enhancement and
food waste reduction.
Through improved scheduling, direct labor has fallen to 28.3% of total
revenue for the quarter just ended compared with 32.7% for the same period
a year ago. Operating expenses declined slightly, to 33.1% of revenue for
the thirteen weeks ended September 26, 1995 when compared with 33.6% of
revenue for the September 1994 quarter, due to reduction in field staffing.
In the most recent quarter, the Company saw higher advertising and
insurance costs, offset by lower rent, utility and maintenance costs when
compared with the same period in the prior year. During the current fiscal
quarter, the Company increased advertising rates to promote the return of
its hand-dressed fish product and to test-market several new advertising
programs; advertising expenses constituted approximately 10.4% of revenue
in the thirteen weeks ended September 26, 1995, compared with 7.6% during
the same period a year ago and 6.4% of revenue for the thirteen weeks ended
June 27, 1995.
To improve cash flow and reduce losses at the chain, the Company closed 77
Skipper`s stores in February 1995. As part of this closure, the Company
wrote off $13.3 million in goodwill associated with the 1989 acquisition of
Skipper`s and recorded a reserve of $21.7 million for the estimated losses
and expenses related to the closure. As of September 26, 1995, this
reserve stands at $13.5 million, with 41 properties either sold or
subleased and 12 transactions pending.
Comparison of Operating Results for the Twenty Six Weeks Ended
September 26, 1995 with the Twenty Six Weeks Ended September 27, 1994
Net sales declined 39.7% and franchising revenue dropped 51.1% when
comparing the twenty six weeks ended September 26, 1995 with the same
period in the prior year, due primarily to the February 1995 closure.
Stores open in excess of one year realized a 9.5% decline in sales on
average for the twenty six weeks ended September 26, 1995 when compared
with the same period a year ago. The significant year-to-date decline is
due to the employment of an aggressive promotional program in the quarter
ended June 1994 which dramatically increased sales in the comparable
period. Guest counts have declined about 15.2% on a fiscal year-to-date
basis.
Cost of sales rose to 41.7% from 37.1% of revenue on a year-to-date basis
with the introduction of higher quality products which were not totally
offset by higher menu prices. Direct labor as a percent of sales decline
to 29.7% from 31.8% through improved scheduling. Operating expenses
declined slightly to 31.2% from 31.6% with reductions in rent and
utilities, as a percent of revenue, and an increase in relative advertising
costs.
Management has stated that the Company may consider alternative strategies
if improvement is not achieved in the fiscal year ended March 26, 1996.
Tony Roma`s Operations
For the Thirteen Weeks Ended
September 26, 1995 September 27, 1994
Net restaurant sales $11,885,000 $ 9,562,000
Net franchise revenue 1,242,000 1,356,000
Total revenue $13,127,000 $10,918,000
Percentage of revenue:
Cost of sales 31.7% 29.4%
Direct labor costs 28.1% 28.2%
Operating expenses 25.6% 27.0%
85.4% 84.6%
Operating profit 14.6% 15.4%
For the Twenty Six Weeks Ended
September 26, 1995 September 27, 1994
Net restaurant sales $23,279,000 $20,107,000
Net franchise revenue 2,552,000 2,561,000
Total revenue $25,831,000 $22,688,000
Percentage of revenue:
Cost of sales 31.7% 29.7%
Direct labor costs 27.9% 28.5%
Operating expenses 25.2% 26.3%
84.8% 84.5%
Operating profit 15.2% 15.5%
Number of Company units* 27 24
Number of franchised units 142 138
*Does not include two joint ventures accounted for under the equity method
of accounting.
Comparison of Operating Results for the Thirteen Weeks Ended
September 26, 1995 with the Thirteen Weeks Ended September 27, 1994
Revenue continued to increase with the addition of two Company-owned
restaurants in the current fiscal year. Comparable store sales were up
2.2% for the thirteen weeks ended September 26, 1995 compared with the same
quarter of the prior year.
Gross franchising revenue was up 1.8% for the thirteen weeks, before
allocation of applicable expenses, mitigated by fewer franchise openings in
the quarter ended September 26, 1995. During the quarter ended September
26, 1995, three franchise units opened and two units closed.
Cost of sales increased to 31.7% of total revenue from 29.4% because of
increased rib prices which have not been accompanied by menu price
increases. Direct labor was 28.1% of total revenue during the quarter ended
September 26, 1995 which was very comparable with the 28.2% recorded during
the same quarter of the prior year; labor includes pay and benefits for all
restaurant employees and managers, as well as workers compensation costs.
Operating expenses as a percent of revenue improved to 25.6% of revenue for
the most recent quarter compared with 27.0% recorded during the same
quarter of the prior year. As a percent of sales, the Company realized
lower advertising, maintenance and insurance costs.
Comparison of Operating Results for the Twenty Six Weeks Ended
September 26, 1995 with the Twenty Six Weeks Ended September 27, 1994
Comparable sales for the twenty six weeks ended September 26, 1995
increased 1.3% when compared with the same period of the prior year. Gross
franchising revenue increased 7.8%, to $4.3 million for the twenty six
weeks ended September 26, 1995 primarily due to higher sales at existing
units and more units. Six franchised units have opened and seven have
closed in the first six months of the fiscal year.
Primarily because of higher rib prices, cost of sales have risen to 31.7%
of revenue when compared with 29.7% of revenue for the prior fiscal year.
Direct labor and operating expenses decreased as a percent of revenue due
to continued improvement in operating efficiencies in addition to a higher
revenue base.
Consolidated Results
Comparison of Operating Results for the Thirteen Weeks Ended
September 26, 1995 with the Thirteen Weeks Ended September 27, 1994
Overall sales for the thirteen weeks ended September 26, 1995 was $77.8
million, an increase of $720,000 or 1.0% when compared with $77.0 million
in sales for the thirteen weeks ended September 27, 1994. Total revenue
for the Pizza Hut operations and Tony Roma`s increased 10.3% and 20.2%,
respectively, and Skipper`s revenue declined 36.4% due to the 77-unit
closure in February. Net franchising revenue decreased 8.4% and 71.2% at
Tony Roma`s and Skipper`s, respectively.
General and administrative expenses decreased to 7.1% of revenue during the
thirteen weeks ended September 26, 1995, compared with 7.4% during the
thirteen weeks ended September 27, 1994, primarily due to increased revenue
and a decrease in expenses. Major general and administrative expenses
include corporate and field management salaries, amortization of intangible
assets, and bank service charges. Interest expense remained about the same
when comparing the two quarterly periods.
Net income for the thirteen weeks ended September 26, 1995, was $3.6
million, a 23.1% increase from the $3.0 million reported for the thirteen
weeks ended September 27, 1994. The Company experienced improvement in its
Pizza Hut and Tony Roma`s operations and reduced losses at Skipper`s. The
effective tax rate for the quarter ended September 26, 1995 was 39.55%
compared with a 38.7% rate used for the comparable quarter a year earlier
(subsequently adjusted to 39.55% on a year-to-date basis during the quarter
ended March 28, 1995).
Comparison of Operating Results for the Twenty Six Weeks Ended
September 26, 1995 with the Twenty Six Weeks Ended September 27, 1994
Overall revenue was flat when comparing the current fiscal year to date
with the prior year`s figures. Revenue increased 11.5% at Pizza Hut and
14.0% at Tony Roma`s, offset by a 39.7% decrease in sales brought about by
the Skipper`s closure. Net franchise revenue for the twenty six week
period ended September 26, 1995 was flat at Tony Roma`s and decreased 51%
at Skipper`s; Skipper`s decline is due to fewer franchise units and lower
system sales in the current fiscal year.
Consistent with the quarterly analysis, general and administrative costs
declined as a percent of revenue, to 7.2% of revenue for the twenty six
weeks ended September 26, 1995 from 7.5% for the same period in the prior
year due in part to decreased administrative costs at Skipper`s.
Interest costs increased slightly due to increased borrowings incurred
largely to finance the 23-unit Pizza Hut acquisition in April 1995.
In March 1995, the Company increased its tax rate to obtain an effective
tax rate of 39.55% for the fiscal year from the 38.7% rate used for the
first three quarters ended December 27, 1994. This 39.55% rate has
remained in effect for the first two fiscal quarters ended September 26,
1995.
Because of improved efficiencies and reduced losses at Skipper`s, net
income after taxes improved 15.7% overall.
Liquidity, Capital Resources and Cash Flows
On September 26, 1995, the Company had a working capital deficit of $21.2
million, compared with a $17.9 million deficit at September 27, 1994. Like
most restaurant businesses, the Company is able to operate with a working
capital deficit because substantially all of its sales are for cash, while
it generally receives credit from trade suppliers. Further, receivables
are not a significant asset in the restaurant business and inventory
turnover is rapid. Therefore, the Company uses all available liquid assets
to reduce borrowings under its line of credit.
The Company has a $50 million unsecured line of credit, of which $13.7
million was borrowed as of September 26, 1995. On April 25, 1995, the
Company borrowed $10 million under its shelf agreement at a rate of 8.02%,
the proceeds of which were used to partially finance the purchase of 23
stores acquired on April 19. The principal payments on this note will
begin in 1998 and end in the year 2002. On June 29, 1995, the Company
increased the borrowing limit on the $20 million shelf agreement originally
dated June 9, 1994 by an additional $40 million with the opportunity to
borrow under the agreement, at the lender`s discretion, extended for a
period of two years. The Company borrowed $10 million under this increased
shelf agreement on July 18, 1995 at a rate of 6.96%; principal payments for
this note will commence in 1998 and will end in the year 2002. The Company
was in compliance with all debt covenants, as amended, as of September 26,
1995.
Net cash flows from operating activities increased $8.9 million when
comparing the twenty six week period ended September 26, 1995 with the
comparable period a year earlier. This 72% increase is attributable to
higher earnings and normal fluctuations in working capital components.
Approximately $5.2 million for a special dividend to Class A stockholders
on August 30, 1995 was funded from the Company`s current line of credit
agreement. Management suspended repurchases of the Company`s common stock
in January 1995 with 454,500 shares still authorized under the Board-
approved stock repurchase program.
The Company anticipates cash flow from operations will provide sufficient
capital to fund continuing expansion and improvements, to service debt
obligations and to develop new restaurants in existing territories.
Seasonality and Effects of Inflation
As a result of continued concept diversification, the Company has not
experienced significant seasonality in its sales. Skipper`s sales are
typically higher in the fourth quarter of the fiscal year, during the
Lenten period. Tony Roma`s sales are traditionally higher than average in
January to March and lower in July to September.
Inflationary factors such as increases in food and labor costs directly
affect the Company`s operations. Because most of the Company`s employees
are paid hourly rates related to federal and state minimum wage and tip
credit laws, changes in these laws will result in increases in the
Company`s labor costs. Legislation mandating health coverage for
employees, if passed, will increase benefit costs since most hourly
restaurant employees are not currently covered under Company plans. The
Company cannot always effect immediate price increases to offset higher
costs, and no assurance can be given that the Company will be able to do so
in the future.
Increases in interest rates could directly affect the Company`s operations.
To reduce its interest exposure under its line of credit agreement,
however, the Company may select among alternative interest rate options
with terms up to six months in length.
PART II. OTHER INFORMATION
Item 6. Exhibits filed as part of this Report and Reports on Form 8-K
(a) Exhibits
The following Exhibits are filed as part of this Report:
Exhibit 10.48 - Fourth Amendment to the NPC International,
Inc. Profit Sharing Plan, effective July 1, 1992.
Exhibit 10.49 - Fifth Amendment to the NPC International,
Inc. Profit Sharing Plan, effective July 12, 1994 and
January 1, 1995.
Exhibit 10.50 - First Amendment to the NPC International,
Inc. 1994 Stock Option Plan, effective August 9, 1995.
Exhibit 11 - Statement Regarding Computation of Per Share
Earnings
(b) Reports on Forms 8-K
No reports were filed on Form 8-K for the quarter ended
September 26, 1995. A Form 8-K was filed on November 6,
1995 relating to a proposal by certain members of management
of the Company to purchase the stock not owned by the
management group for $9.00 per share.
Signature
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.
NPC INTERNATIONAL, INC.
(Registrant)
DATE: November 9, 1995 Troy D. Cook
Vice President Finance
Chief Financial Officer
Principal Financial Officer
DATE: November 9, 1995 Douglas K. Stuckey
Corporate Controller
Chief Accounting Officer
Principal Accounting Officer
FOURTH AMENDMENT TO
NATIONAL PIZZA COMPANY, INC.
PROFIT SHARING PLAN
Except as noted otherwise, this Amendment is entered into and is effective
as of the first day of July, 1992 by National Pizza Company, Inc. (the
``Employer``) and Boatmen`s Trust Company (the ``Trustee``).
WITNESSETH, WHEREAS:
The Employer maintains a profit-sharing plan intended to meet the
requirements of Section 401(a) of the Internal Revenue Code of 1986, as
amended (the ``Code``) for the benefit of its employees; and
The Employer is empowered to amend the Plan pursuant to Section 11.1
thereof; and
The Employer wishes to amend the Plan to the extent necessary to comply
with changes requested by the Internal Revenue Service as part of the
Employer`s application for a determination as to the tax-exempt qualified
status of the Plan;
NOW, THEREFORE, the Employer is determined with the concurrence of the
Trustee that the Plan shall be amended, effective as of the date set forth
above, as follows:
1. Section 1.20 of the Plan hereby is amended in its entirety to provide
as follows:
``Participating Employer`` means the Employer and any Affiliated
Company that adopts the Plan with the approval of the Board of
Directors of the Employer, and any successor thereto. A list of the
Participating Employers in addition to the Employer is attached as
Exhibit I to the Plan.
2. Section 1.7 of the Plan hereby is amended to add to the end thereto
the following paragraphs:
Notwithstanding the foregoing, annual Compensation in excess of
$200,000 shall be disregarded; provided, however, that this $200,000
limit shall be automatically adjusted to the maximum permissible
dollar limitation permitted by the Commissioner of the Internal
Revenue Service. In determining Compensation of a Participant for
purposes of this limitation, the family aggregation rules of Section
414(q)(6) of the Code shall apply, except in applying such rules, the
term ``family`` shall include only the spouse of the Participant and
an lineal descendants of the Participant who have not attained age 19
before the close of the year. If as a result of the application of
such rules the adjusted $200,000 limitation is exceeded, then the
limitation shall be prorated among the affected individuals in
proportion to each such individual`s Compensation as determined under
this Section prior to the application of this limitation.
In addition to other applicable limitations set forth in the Plan, and
notwithstanding any other provision of the Plan to the contrary, for
Plan Years beginning on or after January 1, 1994, the annual
Compensation of each employee taken into account under the plan shall
not exceed the OBRA `93 annual compensation limit. The OBRA `93
annual compensation limit is $150,000, as adjusted by the Commissioner
for increases in the cost of living in accordance with section
401(a)(17)(B) of the Internal Revenue Code. The cost-of-living
adjustment in effect for a calendar year applies to any period, not
exceeding 12 months, over which Compensation is determined
(determination period) beginning in such calendar year. If a
determination period consists of fewer than 12 months, the OBRA `93
annual compensation limit will be multiplied by a fraction, the
numerator of which is the number of months in the determination
period, and the denominator of which is 12.
For plan years beginning on or after January 1, 1994, any reference in
this Plan to the limitation under Section 401(a)(17) of the Code shall
mean the OBRA `93 annual compensation limit set forth in this
provision.
If Compensation for any prior determination period is taken into
account in determining an employee`s benefits accruing in the current
Plan Year, the Compensation for that prior determination period is
subject to the OBRA `93 annual compensation limit in effect for that
prior determination period. For this purpose, for the determination
periods beginning before the first day of the first Plan Year
beginning on or after January 1, 1994, the OBRA `93 annual
compensation is $150,000.
3. The first paragraph of Section 1.9 of the Plan hereby is amended in
its entirety to provide as follows:
``Earnings`` for any Plan Year means wages paid by the Employer to the
Employee reported in Box 10 of Form W-2, and any salary deferral
contributions made by the Employer on behalf of the Employee for the
Plan Year.
4. The fifth paragraph of Section 3.5 of the Plan hereby is amended in
its entirety to provide as follows:
For purposes of the ADP tests, the definition of ``Compensation`` may
be modified to mean any definition of compensation that complies with
Section 414(s) of the Code. Further provided, that for purposes of
the ADP tests, a Participant`s pre-tax contributions to the Plan shall
be taken into account for that Plan Year only to the extent that such
contributions relate to compensation at either (i) would have been
received by the Employee for the Plan Year but for the Employee`s
election to defer under the Plan, or (ii) is attributable to services
performed by the Employee in the Plan Year and, but for the Employee`s
election to defer, would have been received by the Employee within two
and one-half months after the close of the Plan Year.
5. Section 3.5 of the Plan hereby is amended to add to the end thereto
the following paragraph:
In the event that this Plan satisfies the requirements of Code
Sections 401(k), 401(a)(4) or 410(b) only if aggregated with one or
more other plans, or if one or more of the plans satisfies the
requirements of such sections only if aggregated with this Plan, then
this Section shall be applied by determining the ADP of Employees as
if all such plans were a single plan. Provided, however, that plans
may be aggregated in order to satisfy Code Section 401(k) only if they
have the same Plan Year.
6. The second paragraph of Section 3.8(c) of the Plan hereby is deleted
and in its place the following language shall be added to provide:
The amount of the excess contributions for a Highly Compensated
Employee for a Plan Year is to be determined under the following
method, pursuant to which the actual deferral percentage of the Highly
Compensated Employee with the highest actual deferral percentage is
reduced to the extent required to equal of the lessor of the amount
which:
(i) enables the Plan to satisfy the ADP limitation, or
(ii) causes such Highly Compensated Employee`s actual deferral
percentage to equal the percentage of the Highly Compensated Employee
with the next highest actual deferral percentage.
This reduction process shall be repeated until the Plan satisfies the
ADP test. For each Highly Compensated Employee, the amount of excess
contributions shall be equal to the pre-tax contributions made on
behalf of the Participant (determined prior to application of this
Section 3.8(c)) minus the amount determined by multiplying the
Participant`s actual deferral percentage (determined after application
of this Section 3.8(c)) by his compensation used in determining such
percentage, and such excess contributions, together with related
earnings, shall be distributed to such Participant within twelve
months after the end of the Plan Year for which there is an excess.
In no case shall the amount of excess contributions for a Plan Year
with respect to any Highly Compensated Employee exceed the amount of
pre-tax contributions made on behalf of such Highly Compensated
Employee for such Plan Year. In addition, to the extent that a Highly
Compensation Employee is subject to the family aggregation rules of
Code Section 414(q)(6) as provided in Section 3.5 of this Plan, then
in such event any distributions made pursuant to this Section shall be
allocated among such family members in proportion to the contributions
of each such family member combined for the purpose of this test.
7. Section 4.1(b) of the Plan hereby is amended in its entirety to
provide as follows:
(b) Allocation of Contributions Among Participating Employers
For Plan Years beginning prior to December 31, 1994, amounts
contributed by each Participating Employer may be different from the
amount contributed by another Participating Employer. The Board of
Directors for each Participating Employer shall determine each Plan
Year whether a profit sharing contribution will be made and the
amount, if any. The aggregate amount contributed by the Participating
Employers for a Plan Year shall be allocated among the Participating
Employers pursuant to the following formula:
(i) for the Plan Year ending December 31, 1992, 84.12% of such
aggregate contribution shall be allocated to National Pizza Company,
and the remaining 15.88% of such contribution shall be allocated to
Skipper`s, Inc.;
(ii) For the Plan Year ending December 31, 1993, 91.10% of such
aggregate contribution shall be allocated to National Pizza Company,
and the remaining 8.90% of such contribution shall be allocated to
Skipper`s, Inc.; and
(iii) For the Plan Year ending December 31, 1994, 73.28% of such
aggregate contribution shall be allocated to National Pizza Company,
0.00% of such contribution shall be allocated to Skipper`s, Inc., and
the remaining 26.72% of such contribution shall be allocated to
Romacorp, Inc.
Such amount allocated to a Participating Employer will be the Employer
contribution for the Participating Employer for that Plan Year and
will be allocated only to Participants employed by that Participating
Employer, based on Earnings paid by that Participating Employer.
Profit sharing contributions shall be credited to the Participant`s
Profit Sharing Account.
8. Section 4.1(c) of the Plan hereby is amended in its entirety to
provide as follows:
(c) Allocation of Contributions Among Participants
The amount of the profit sharing contribution for a Participating
Employer (as determined under the preceding paragraph) shall be
allocated to the Profit Sharing Accounts of the Participants who are
employed by the Participating Employer in the same proportion that
each such Participant`s Earnings plus Excess Earnings for the Plan
Year bears to the total Earnings plus Excess Earnings for all such
Participants of such Participating Employee for the Plan Year. The
allocation under this section, as a percentage of each such
Participant`s Earnings plus Excess Earnings, may not exceed 5.7% (or,
if greater, the percentage equal to the tax rate under Code Section
3111(a) applicable to old age insurance). ``Excess Earnings`` is the
amount of Earnings which exceeds the maximum amount of earnings which
may be considered compensation for the year under Code Section
3121(a)(1) for the purposes of social security contributions. Any
remaining contributions will then be allocated in the same ratio that
each such Participant` s Earning for the Plan Year bears to the total
Earnings of all such Participants for the Plan Year.
9. Section 4.1 of the Plan hereby is amended to add the following
subsection (d):
(d) Allocation of Contributions for Plan Years Beginning on or after
January 1, 1995
For Plan Years Beginning on or after January 1, 1995, amounts
contributed by each Participating Employer may be different from the
amount contributed by another Participating Employer. The Board of
Directors for each Participating Employer shall determine each Plan
Year whether a profit sharing contribution will be made and the
amount, if any. The aggregate amount contributed by the Participating
Employers for a Plan Year shall be allocated to the Profit Sharing
Accounts of the Participants in the same proportion that each such
Participant`s Earnings plus Excess Earnings for the Plan Year bears to
the total Earnings plus Excess Earnings for all such Participants for
the Plan Year. The allocation under this section, as a percentage of
each such Particpant`s Earnings plus Excess Earnings, may not exceed
5.7% (or, if greater, the percentage equal to the tax rate under Code
Section 3111(a) applicable to old age insurance). ``Excess Earnings``
is the amount of Earnings which exceeds the maximum amount of earnings
which may be considered compensation for the year under Code Section
3121(a)(1) for the purposes of social security contributions.
Any remaining contributions will then be allocated in the same ratio
that each such Participant`s Earnings for the Plan Year bears to the
total Earnings of all such Participants for the Plan Year.
10. Section 8.1(b) of the Plan hereby is amended in its entirety to
provide as follows:
(b) Annual Additions Defined
For purposes of Section 8, the term ``Annual Additions`` for any
participant in any Plan Year shall be the sum of the following amounts
allocated to the Participant`s Accounts for the Plan Year:
(A) Employer contributions,
(B) after-tax Employee contributions,
(C) forfeitures, and
(D) amounts allocated, after March 31, 1984, to an individual medical
account, as defined in Section 415(1)(2) of the Code, which is part of
a pension or annuity plan maintained by the Employer, are treated as
Annual Additions to a defined contribution plan. Also amounts derived
from contributions paid or accrued after December 31, 1985, in taxable
years ending after such date, which are attributable to post-
retirement medical benefits, allocated to the separate account of a
Key Employee, as defined in Section 419(d)(3) of the Code, under a
welfare benefit fund, as defined in Section 419(e) of the Code,
maintained by the Employer are treated as Annual Additions to a
defined contribution plan.
11. Section 9.2(h)(1) of the Plan hereby is amended in its entirety to
provide as follows:
(1) The Required Aggregation Group includes each plan of the
Affiliated Companies in which a Key Employee is a participant in the
Plan Year containing the Determination Date or any of the four
preceding Plan Years, and each other plan of the Affiliated Companies
which, during this period, enables any plan in which a Key Employee
participates to meet the minimum participation standards or non-
discriminatory contribution requirements of Code Sections 401(a)(4) or
410.
12. The first paragraph of Section 10.8(j) of the Plan hereby is amended
in its entirety to provide as follows:
In the event a distribution is required to commence under Section 6
and the Participant or Beneficiary cannot be located, the
Participant`s Account shall be forfeited on the last day of the Plan
Year following the Plan Year in which the distribution was supposed to
commence. Such forfeiture shall be reallocated pursuant to Section
4.1 in the same manner as the Employer`s profit sharing contribution.
13. The second paragraph of Section 10.10 of the Plan hereby is amended in
its entirety to provide as follows:
Notwithstanding anything herein to the contrary, this Plan shall be
contingent upon receipt of a favorable Internal Revenue Service ruling
that the Plan, as initially approved by the Internal Revenue Service,
is qualified under Code Section 401(a) and exempt from income taxation
under Code Section 501(a). In the event that a timely application for
such a determination is made by the time prescribed by law for filing
the Employer`s return for the taxable year in which such Plan was
adopted, or by such later date as the Secretary of Treasury may
prescribe, and if the Plan receives an adverse determination with
respect to its initial qualification, and the Plan is not amended
retroactively for any reason to correct such defaults, then the Plan
shall be void ab initio and all amounts contributed by the Employer to
the Plan, plus investment earnings, less expenses paid, shall be
returned to the Employer or Participating Employer within one year
after such determination.
14. Section 10.8(a) of the Plan hereby is amended in its entirety to
provide as follows:
(a) Limitations on Assignments
Benefits under the Plan may not be assigned, sold, transferred, or
encumbered, and any attempt to do so shall be void. The interest of a
Participant in benefits under the Plan shall not be subject to debts
or liabilities of any kind and shall not be subject to attachment,
garnishment or other legal process, except as provided in Code Section
401(a)(13), or in Section 10.9 of the Plan and Code Section 414(p)
relating to Qualified Domestic Relations Orders.
15. Section 6.1 of the Plan hereby is amended to add to the end thereto
the following language:
Notwithstanding the foregoing, a Participant shall not be eligible to
receive a distribution of the Participant`s Accounts attributable to
the pre-tax contributions made to the Plan by the Participant earlier
than upon one of the following events:
(i) the Participant`s retirement, death, disability or separation
from service;
(ii) the Participant`s attainment of age 59 1/2, or the Participant`s
hardship;
(iii) the termination of the Plan without establishment or
maintenance of another defined contribution plan (other than an
employee stock ownership plan or simplified employee pension);
(iv) the date of the sale or the disposition by a corporation which is
the Employer or Participating Employer to an unrelated corporation of
substantially all of the assets used in the trader business of the
corporation, but only with respect to those Participants who continue
employment with the acquiring corporation and the acquiring
corporation does not maintain the Plan after such disposition; and
(v) The date of the sale or other disposition by the Employer or
Participating Employer of its interest in a subsidiary to an unrelated
entity but only with respect to those Participants who continue
employment with the subsidiary and the acquiring entity does maintain
the Plan after the disposition.
Clauses (ii), (iv) and (v), shall apply only where the distribution to
a Participant is made in form of a lump sum within the meaning of Code
Section 402(e)(4), without regard to subparagraphs (A)(i) through
(iv), (B), and (H) of that section.
Paragraphs (iv) and (v) above shall apply only where the Employer or
Participating Employer which is the transfer or corporation continues
to maintain the Plan after the disposition.
IN WITNESS WHEREOF, the Plan is amended as of the day and date set
forth above.
EMPLOYER:
National Pizza Company
By _______________________
WITNESS AS TO EMPLOYER:
_____________________
TRUSTEE:
Boatmen`s Trust Company
By ________________________
FIFTH AMENDMENT TO
NPC INTERNATIONAL, INC.
PROFIT SHARING PLAN
Except as noted otherwise, this Fifth Amendment is enter into and is
effective as of the twelfth day of July, 1994, by NPC International, Inc.
(the ``Employer``) and Boatmen`s Trust Company (the ``Trustee``).
WITNESSETH, WHEREAS:
The Employer maintains a profit-sharing plan (the ``Plan``) intended to
meet the requirements of Section 401(a) of the Internal Revenue Code of
1986, as amended (the ``Code``), for the benefit of its employees; and
The Employer is empowered to amend the Plan pursuant to Section 11.1
thereof; and
The Employer wishes to amend the Plan in the manner set forth below;
NOW, THEREFORE, the Employer has determined with the concurrence of the
Trustee that the Plan shall be amended as follows:
1. Effective as of July 12, 1994, the name of the Plan shall be changed
from ``National Pizza Company, Profit Sharing Plan`` to ``NPC
International, Inc. Profit Sharing Plan.``
2. Effective as of July 12, 1994, Section 1.5 of the Plan shall be
deleted in its entirety and the following inserted in lieu thereof:
````Board of Directors`` shall mean the Board of Directors of NPC
International, Inc.``
3. Effective as of July 12, 1994, the first sentence of Section 1.13 of
the Plan shall be deleted in its entirety and the following inserted in
lieu thereof:
````Employer`` means NPC International, Inc., a Kansas
corporation.``
4. Effective as of July 12, 1994, Section 1.21 of the Plan shall be
deleted in its entirety and the following inserted in lieu thereof:
````Plan`` means the NPC International, Inc. Profit Sharing Plan,
either in its present form or as amended from time to time.``
5. Effective as of January 1, 1995, Section 4.1(b) of the Plan is hereby
amended to add the following subsection (iv):
``(iv) For the Plan Year ended December 31, 1995, the contribution
shall be 2% of eligible compensation for employees of the Pizza Hut
division, 0% of eligible compensation for employees of Skipper`s
Inc., and 2% of eligible compensation for employees Romacorp,
Inc.``
IN WITNESS WHEREOF, the Plan is amended as of the day and the date set
forth above.
EMPLOYER:
NPC International, Inc.
By_________________________
ATTEST AS TO EMPLOYER
_________________________
TRUSTEE:
Boatmen`s Trust Company
By_________________________
First Amendment to the
NPC International, Inc.
1994 Stock Option Plan
This Amendment is entered into and is effective as of the ninth day of
August, 1995 by the Stock Option Committee of the Board of Directors of NPC
International, Inc. (the ``Committee``)
WITNESSETH, WHEREAS:
NPC International, Inc. (the ``Employer``) maintains a stock option plan
for the benefit of its employees; and
The Committee is empowered to amend the Plan pursuant to Section III.2.
thereof; and
The Committee wishes to amend the Plan to the extent necessary to reflect
the recent recapitalization which resulted in the combination of the Class
A and Class B shares into one class of Common Stock,
NOW, THEREFORE, the Committee is determined that the Plan shall be amended,
effective as of the date set forth above, as follows:
1. Section II.7. of the Plan is hereby deleted in its entirety and replaced
with the following: ````Common Stock`` means the common stock, par value
$.01 per share, of the Corporation, and after substitution, such other
stock as shall be substituted therefor and provided in Article VII.``
2. The first sentence in section V.1. of the Plan is hereby deleted in its
entirety and replaced with the following: ``The Committee may, from time
to time, grant Awards to one or more Eligible Employees, provided,
however, that: (a) Subject to Article VII, an aggregate of 2,791,450
shares of Common Stock are hereby reserved for use in connection with
Awards granted under the Plan.``
3. The following phrases are hereby deleted from the Plan each and every
time they appear in the text of the Plan: ``either class of,`` ``such
class of,`` ``of any class,`` and ``both classes of.``
IN WITNESS WHEREOF, the Plan is amended as of the day and the date set
forth above.
EMPLOYER:
NPC International, Inc.
By_________________________
October 20, 1995
ATTEST AS TO EMPLOYER
_________________________
11126289
Exhibit 11
NPC International, Inc.
Statement Regarding Computation of Per Share Earnings
For the Thirteen For the Twenty Six
Weeks Ended Weeks Ended
Sept. 26, Sept. 27, Sept. 26, Sept.27,
1995 1994 1995 1994
PRIMARY
Shares outstanding
at beginning of period 24,507,324 25,011,493 24,505,324 25,011,493
Weighted average of
shares issued and
(reacquired) during period 2,637 (75,889) 2,374 (42,582)
Assuming exercise of
options and warrants
reduced by the number
of shares which could
have been purchased with
the proceeds from exercise 135,007 38,435 85,574 27,627
Shares outstanding
for computation of
per share earnings 24,644,968 24,974,039 24,593,272 24,996,538
Net income $3,637,000 $2,955,000 $7,762,000 $6,710,000
Earnings per share $0.15 $0.12 $0.32 $0.27
FULLY DILUTED
Shares outstanding at
beginning of period 24,507,324 25,011,493 24,505,324 25,011,493
Weighted average of
shares issued and
(reacquired) during period 2,637 (75,889) 2,374 (42,582)
Assuming exercise of
options and warrants
reduced by the number
of shares which could
have been purchased with
the proceeds from exercise 144,131 42,698 103,528 29,758
Shares outstanding
for computation of
per share earnings 24,654,092 24,978,302 24,611,226 24,998,669
Net income $3,637,000 $2,955,000 $7,762,000 $6,710,000
Earnings per share $0.15 $ 0.12 $ 0.32 $0.27
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-26-1996
<PERIOD-END> SEP-26-1995
<CASH> 6629000
<SECURITIES> 0
<RECEIVABLES> 1327000
<ALLOWANCES> 0<F1>
<INVENTORY> 3592000
<CURRENT-ASSETS> 16746000
<PP&E> 124219000
<DEPRECIATION> 0<F1>
<TOTAL-ASSETS> 212029000
<CURRENT-LIABILITIES> 37952000
<BONDS> 82911000
<COMMON> 276000
0
0
<OTHER-SE> 82601000
<TOTAL-LIABILITY-AND-EQUITY> 212029000
<SALES> 159875000
<TOTAL-REVENUES> 162506000
<CGS> 47609000
<TOTAL-COSTS> 47609000
<OTHER-EXPENSES> 98880000
<LOSS-PROVISION> 0<F1>
<INTEREST-EXPENSE> 3209000
<INCOME-PRETAX> 12841000
<INCOME-TAX> 5079000
<INCOME-CONTINUING> 7762000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7762000
<EPS-PRIMARY> 0.32
<EPS-DILUTED> 0<F1>
<FN>
<F1>NOT REQUIRED TO BE SEPARATELY PROVIDED FOR INTERIM
FINANCIAL STATEMENT PURPOSES. RECEIVABLES AND PP&E ARE NET
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</FN>
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