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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 [Fee Required]
For the fiscal year ended June 30, 1995
______________________________________________________
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 [No Fee Required]
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
_____________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
Common Stock New York Stock Exchange
________________________ ___________________________________________
Securities registered pursuant to Section 12(g) of the Act:
None
_______________________________________________________________________________
(Title of class)
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 [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K. [ ]
The aggregate market value of the voting stock held by non-affiliates of
the registrant based on the closing price of such stock on September 22, 1995
was $62,675,500.
The number of shares outstanding of Common Stock, without par value, as
of September 22, 1995 was 10,333,450.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Report to Shareholders for the fiscal year ended
June 30, 1995 are incorporated by reference into Part II.
Portions of the definitive proxy statement for the 1995 annual meeting of
shareholders are incorporated by reference into Part III.
PART I
Item 1. Business
General Development of Business
Piccadilly Cafeterias, Inc. was incorporated under the laws of
Louisiana in 1965 and is the successor to various predecessor
corporations and partnerships which operated "Piccadilly" cafeterias
beginning with the acquisition of the first unit in 1944. Except
where the context otherwise indicates, the terms "Company",
"Piccadilly", and "Registrant" as used herein refer to Piccadilly
Cafeterias, Inc.
At June 30, 1995, the Company operated 132 cafeterias in 17
states. Of these, 60 were in suburban malls, 22 were in suburban
strip centers, and 50 were free-standing suburban locations. One new
cafeteria is expected to be opened during the year ending June 30,
1996. The following table sets forth certain information regarding
development of the Company's cafeteria chain during the five years
ended June 30, 1995:
_______________________________________________________________________________
Year Ended June 30 1995 1994 1993 1992 1991
_______________________________________________________________________________
Net sales per unit (in thousands)(A) $1,990 $1,916 $1,868 $1,880 $1,903
Units opened 5 3 1 3 2
Units closed 3 4 11 5 0
Units open at year-end 132 130 131 141 143
Total customer volume (in thousands) 48,274 48,098 50,564 54,298 56,441
__________________
(A) Excludes cafeterias opened or closed during period.
___________________________________
At June 30, 1995 the Company operated eight "Ralph and Kacoo's"
seafood restaurants in Louisiana, Alabama, Mississippi, and Texas.
No additional Ralph & Kacoo's seafood restaurants are expected to be
opened in the year ending June 30, 1996. The following table sets
forth certain information regarding the Company's "Ralph and Kacoo's"
seafood restaurant chain during the five years ended June 30, 1995:
_______________________________________________________________________________
Year Ended June 30 1995 1994 1993 1992 1991
_______________________________________________________________________________
Net sales per unit (in thousands)(A) $3,394 $3,343 $3,362 $3,151 $3,995
Units opened 1 0 0 1 3
Units closed 0 0 2 1 0
Units open at year-end 8 7 7 9 9
_________________
(A) Excludes restaurants opened or closed during period.
___________________________________
Although the Company's operations are primarily in the
southern, southwestern, and western regions of the United States, the
Company does not consider its growth to be limited to such areas.
During the year ended June 30, 1995, the Company opened its first
cafeterias in Louisville, Kentucky and Chicago, Illinois. Although,
as disclosed above, the Company has no immediate plans for additional
expansion in 1996, Piccadilly continues to evaluate numerous
potential expansion locations, focusing on demographic data such as
population densities, population profiles, income levels, traffic
counts, as well as the extent of competition.
Cafeteria and Restaurant Operations
The Company's cafeterias seat from 250 to 450 customers each.
Each cafeteria unit offers a wide variety of food, at reasonable
prices, and with the convenience of cafeteria service, to a diverse
luncheon and dinner clientele. Cafeteria personnel cook and prepare
from scratch substantially all food served. All items are prepared
from standardized recipes. Menus are varied at the discretion of unit
management in response to local and seasonal food preferences.
Like most industry participants, the Company purchases
foodstuffs in small quantities from local and regional suppliers in
order to better assure freshness. As a result, inventory is kept
relatively low; average per-cafeteria-inventory at June 30, 1995 was
$16,100. Foodstuffs are typically purchased on 30-day credit terms
and sold for cash within such 30-day period, thereby favorably
affecting cash flow.
Ralph & Kacoo's restaurants seat from 250 to 600 customers
each. These restaurants are full-service menu facilities. All of the
food served is cooked and prepared by the restaurant staff from
standardized recipes. Substantially all of the food, supplies, and
other materials required for the preparation of meals are supplied by
the Company-owned commissary.
The commissary, located in Baton Rouge, Louisiana, contains
approximately 26,500 square feet of restaurant food and supplies
storage. Seafood accounts for approximately 50% of inventory at the
commissary. In order to provide consistent quality, selection, and
price throughout the year, the commissary purchases in-season seafood
in quantities sufficient to supply the restaurants during periods
when such products would otherwise not be available at reasonable
prices in the marketplace. On the average, seafood inventory turns
approximately once every four months. Inventory maintained at the
commissary at June 30, 1995, was approximately $2,656,000 while the
average "Ralph and Kacoo's" restaurant inventory level at year-end
was approximately $48,000. The commissary is not dependent upon a
single supplier nor a small group of suppliers.
Each cafeteria and restaurant is operated as a separate unit
under the control of a manager and associate manager who have
responsibility for virtually all aspects of the unit's business,
including purchasing, food preparation, and employee matters.
Thirteen district managers, under the supervision of one general
manager, and the chief executive officer oversee and regularly
inspect cafeteria operations. Two district managers, under the
supervision of a region manager and the chief executive officer,
oversee restaurant operations. The Company employed approximately
7,600 persons at June 30, 1995, of whom all but 69 corporate
headquarters employees worked at Piccadilly's 140 cafeteria and
restaurant locations and its commissary.
The food service industry is highly competitive. Competitive
factors include food quality and variety, price, customer service,
location, the number and proximity of competitors, decor, and public
reputation. The Company considers its principal competitors to be
other cafeterias, casual dining venues, and fast-food operations.
Like other food service operations, the Company is attuned to changes
in both consumer preferences for food and habits in patronizing
eating establishments.
Customer volume at established cafeterias and sales volume at
established restaurants are generally higher in the Company's second
fiscal quarter and lower in the third quarter. These patterns
reflect the general seasonal fluctuations of the retail industry.
Cost of sales is affected by statutory minimum wage rates. The
Company's operations are subject to federal, state, and local laws
and regulations relating to environmental protection, including
regulation of discharges into the air and water, and relating to
safety and labor, including the Federal Occupational Safety and
Health Act and wage and hour laws. Additionally, the Company's
operations are regulated pursuant to state and local sanitation and
public health laws. Operating units utilize electricity and natural
gas, which are subject to various federal and state regulations
concerning the allocation of energy. The Company's operating costs
have been and will continue to be affected by increases in the cost
of energy.
Item 2. Properties
All but 24 of the cafeterias and restaurants operated by the
Company at June 30, 1995, were operated on premises held under long-
term leases with differing provisions and expiration dates. The 24
cafeterias and restaurants not operated on premises held under long-
term leases are owned. Leases provide for monthly rentals, typically
computed on the basis of a fixed amount plus a percentage of sales.
Most leases contain provisions permitting the Company to renew for
one or more specified terms. These leases are scheduled to expire,
exclusive of renewal provisions, as follows:
__________________________________________
Five-year
periods Units Units
ending June 30 Operating Closed
__________________________________________
2000 37 2
2005 37 2
2010 34 11
2015 8 2
===========================================
Total 116 17
___________________________________________
Reference is made to Note C of the Notes to Consolidated
Financial Statements for certain additional information regarding the
Company's leases.
All cafeterias and restaurants have been constructed or
remodeled since 1984 and all cafeteria equipment is maintained and
modernized as necessary to maintain appearance and utility. For a
discussion of the Company's current remodeling program see
Management's Discussion and Analysis of Financial Condition and
Results of Operations on pages four and five of the Annual
Shareholders Report for the year ended June 30, 1995. The list below
provides a general geographic review of the locations of the
Company's cafeterias and restaurants at June 30, 1995:
________________________________________
State Cafeterias Restaurants
________________________________________
Alabama 6 1
Arizona 4
California 1
Florida 22
Georgia 18
Illinois 1
Kansas 1
Kentucky 1
Louisiana 26 5
Mississippi 3 1
Missouri 3
North Carolina 5
Oklahoma 4
South Carolina 2
Tennessee 11
Texas 17 1
Virginia 7
__________________________
The Company utilizes generally standardized building
configurations for its new cafeterias and restaurants in terms of
seating, food display, preparation areas, and other factors and
attempts to build out floor space to maximize efficient use of
available space.
The Company continues to pursue strategies to increase the
capacity and utilization of its cafeterias. Although most of the
Company's cafeterias are single-line, 33 of the Company's cafeterias
are double-line which provide increased capacity at peak hours. The
Company does not currently intend to convert any of its single-line
cafeterias to double-line.
Piccadilly's corporate headquarters occupy approximately two-
thirds of a Company-owned 45,000 square foot office building
completed in 1974 and located on a Company-owned tract comprising
approximately five acres in Baton Rouge, Louisiana. The remainder of
the building is leased to commercial tenants.
Item 3. Legal Proceedings
The Company is not a party to and does not have any property
that is the subject of any legal proceedings pending or, to the
knowledge of management, threatened, other than ordinary routine
litigation incidental to its business and proceedings which are not
material or as to which management believes the Company has adequate
insurance.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 4(a). Executive Officers of the Registrant
Executive officers are elected annually by the Board of Directors and
hold office until a successor is duly elected. The names and
positions of executive officers of the Registrant, together with a
brief description of the business experience of each such person
during the past five years, is set forth below.
W. Scott Bozzell, Vice President and Assistant Controller, age 32,
has held such positions since May 1992. He joined the Company in
December 1988 as Assistant Controller.
Frederick E. Fuchs Jr., Executive Vice President and Director of Real
Estate, age 48, has held such positions since June 1986.
Jere W. Goldsmith Jr., Executive Vice President and Director of
Training, age 49, has held such positions since July 1995. Mr.
Goldsmith previously served in this capacity from May 1987 to
February 1992. From February 1992 to July 1995 he was Executive Vice
President and Region Manager.
Ronald A. LaBorde, age 39, President and Chief Executive Officer, has
held such positions since June 1995. From January 1992 to May 1995
he was Executive Vice President, Treasurer and Chief Financial
Officer. Prior to that he was Executive Vice President, Secretary,
and Controller.
D. Thomas Landry, Executive Vice President and Director of
Maintenance, Construction and Design, age 43, has held such positions
since May 1992. From July 1990 to May 1992 he was Vice President and
Director of Maintenance.
Robert P. Listen, Executive Vice President and Director of Technical
Services, age 47, has held such positions since December 1992. From
July 1987 to November 1992 he was Executive Vice President and
District Manager.
Mark L. Mestayer, Executive Vice President, Secretary, and
Controller, age 37, has held such positions since May 1992. From
January 1992 to May 1992, he was Vice President and Controller.
Prior to that, he was Vice President and Controller, Ralph & Kacoo's.
Joseph S. Polito, Executive Vice President and General Manager, age
53, has held such positions since July 1995. From October 1992 to
July 1995, he was Executive Vice President and Director of Training.
From 1987 to October 1992 he was Executive Vice President and
District Manager.
Patrick R. Prudhomme, Executive Vice President and Region Manager,
age 45, has held such positions since February 1992. From January
1989 to February 1992 he was Vice President and District Manager,
Ralph & Kacoo's.
C. Warriner Siddle, Executive Vice President and Director of
Development, age 44, has held such positions since July 1995. From
February 1992 to July 1995 he was Executive Vice President and Region
Manager. From October 1984 to February 1992 he was Executive Vice
President and District Manager.
Donovan B. Touchet, Executive Vice President and Director of Data
Processing, age 46, has held such positions since June 1988.
Brian G. Von Gruben, Executive Vice President and Director of
Administrative Services, age 47, has held such positions since May
1987.
PART II
Item 5. Market for the Registrant's Common Stock and Related
Security Holder Matters
Information regarding Common Stock market prices and dividends, on
page one of the Annual Shareholders Report for the year ended June
30, 1995, is incorporated herein by reference.
Item 6. Selected Financial Data
"Selected Financial Data", on page one of the Annual Shareholders
Report for the year ended June 30, 1995, is incorporated herein by
reference.
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Management's Discussion and Analysis of Financial Condition and
Results of Operations, on pages four and five of the Annual
Shareholders Report for the year ended June 30, 1995, is incorporated
herein by reference.
Item 8. Financial Statements and Supplementary Data
The following consolidated financial statements and supplementary
data, included on pages six through 14 of the Annual Shareholders
Report for the year ended June 30, 1995, are incorporated herein by
reference:
Consolidated balance sheets as of June 30, 1995 and 1994
Consolidated statements of income for the fiscal years ended
June 30, 1995, 1994 and 1993
Consolidated statements of changes in shareholders' equity for the
fiscal years ended June 30, 1995, 1994 and 1993
Consolidated statements of cash flows for the fiscal years
ended June 30, 1995, 1994 and 1993
Notes to consolidated financial statements for the fiscal years ended
June 30, 1995, 1994 and 1993
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure
None.
PART III
In accordance with General Instruction G (3) to Form 10-K, Items 10,
11, 12, and 13 have been omitted since the Company will file with the
Commission a definitive proxy statement complying with Regulation 14A
relating to its 1995 annual meeting and involving the election of
directors not later than 120 days after the close of its fiscal year.
The Company incorporates by reference the information in response to
such items set forth in its definitive proxy statement.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form
8-K
(a) (1) Financial Statements--The following are incorporated herein
by reference in this Annual Report on Form 10-K from the
indicated pages of the Registrant's Annual Shareholders Report
for the year ended June 30, 1995:
Annual
Shareholders
Description Report Page
___________ ___________
Consolidated balance sheets as of June 30, 1995
and 1994 6
Consolidated statements of income for the fiscal
years ended June 30, 1995, 1994 and 1993 7
Consolidated statements of changes in shareholders'
equity for the fiscal years ended June 30, 1995,
1994 and 1993 7
Consolidated statements of cash flows for the fiscal
years ended June 30, 1995, 1994 and 1993 8
Notes to consolidated financial statements for the
fiscal years ended June 30, 1995, 1994 and 1993 9 - 13
Report of independent auditors 14
(2) Schedules--The following consolidated schedules and
information are included in this annual report on Form
10-K on the pages indicated. All other schedules for
which provision is made in the applicable accounting
regulation of the Securities and Exchange Commission are
not required under the related instructions or are
inapplicable, and therefore have been omitted.
Annual Report
on Form 10-K
Description Page
___________ ____
Schedule VIII--Valuation and qualifying accounts 10
(3) Listing of Exhibits -- See sub-section (c) below.
(b) No reports on Form 8-K were filed during the last quarter of
the year covered by this report.
EXHIBITS
(3) (a) Articles of Incorporation of the Company , as amended
on September 14, 1987 as amended on September 27,
1988 , and as amended on September 28, 1989 .
(b) By-laws of the Company, as amended through June 19, 1995.
(4) (a) Piccadilly Cafeterias, Inc. Stockholder Rights Agreement .
(b) Note Agreement, dated as of January 31, 1989, relating to
$30 million principal amount of 10.15% Senior Notes due
January 31, 1999 .
(10) (a) Piccadilly Cafeteria, Inc. Pension Plan, as amended,
dated May 3, 1993 .
(b) Piccadilly Cafeterias, Inc. Employee Stock Purchase
Plan , as amended on September 27, 1991 .
(c) Piccadilly Cafeterias, Inc. 1988 Stock Option Plan ,
as amended on August 2, 1993.
(d) Agreement between Piccadilly Cafeterias, Inc. and James
W. Bennett, effective September 28, 1994 .
(e) Form of Management Continuity Agreement, effective March
27, 1995, between Piccadilly Cafeterias, Inc. and each of
Messrs. LaBorde, Bozzell, Fuchs, Goldsmith, Landry,
Listen, Mestayer, Polito, Prudhomme, Siddle, Touchet, von
Dameck and Von Gruben.
(f) Form of Director Indemnity Agreement, effective April 27,
1995, between Piccadilly Cafeterias, Inc. and each of
Messrs. LaBorde, Durham, Murrill, Quick, Ross, Simmons,
Smith and Stein and Ms. Hamilton.
(g) Agreement between Piccadilly Cafeterias, Inc. and Ronald
A. LaBorde, effective June 26, 1995.
(h) Form of Agreement, effective August 1, 1995, between
Piccadilly Cafeterias, Inc. and each of Malcolm T. Stein,
Jr. and James E. Durham, Jr.
(13) The Registrant's Annual Report to Shareholders for the fiscal
year ended June 30, 1995.
(21) List of Subsidiaries of the Registrant
(23) Consent of Independent Auditors
(27) Financial Data Schedule
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.
Incorporated by reference from the Registrant's Annual Report
on Form 10-K for the fiscal year ended June 30, 1987.
Incorporated by reference from the Registrant's Annual Report
on Form 10-K for the fiscal year ended June 30, 1988.
Incorporated by reference from the Registrant's Annual Report
on Form 10-K, as amended, for the fiscal year ended June 30, 1989.
Incorporated by reference from the Company's Current Report on
Form 8-K filed with the Commission on August 22, 1988.
Incorporated by reference from the Company's Quarterly Report
on Form 10-Q for the fiscal quarter ended December 31, 1988.
Incorporated by reference from the Company's Annual Report on
Form 10-K, as amended, for the fiscal year ended June 30, 1993.
Incorporated by reference from the Registrant's Registration
Statement on Form S-8 (Registration No. 33-17737) filed with
the Commission on October 7, 1989.
Incorporated by reference from the Registrant's Annual Report
on Form 10-K, as amended, for the fiscal year ended June 30, 1991.
Incorporated by reference from the Registrant's Registration
Statement on Form S-8 (Registration No. 33-27793) filed with
the Commission on March 29, 1989.
Incorporated by reference from the Registrant's Annual Report
on Form 10-K, as amended, for the fiscal year ended June 30, 1994.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Piccadilly Cafeterias, Inc.
_____________________________________
(Registrant)
By:/s/ Ronald A. LaBorde
_____________________________________
Ronald A. LaBorde
President & CEO
Date: 9/25/95
______________________
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
/s/ James E. Durham, Jr. 9/25/95 /s/ Dale E. Redman 9/25/95
__________________________ _______ ________________________ _______
James E. Durham, Jr., Date Dale E. Redman, Director Date
/s/ Norman D. Francis 9/25/95 /s/ William D. Ross, Jr. 9/25/95
___________________________ _______ ________________________ _______
Norman D. Francis, Director Date William D. Ross, Jr., Date
Director
/s/ Julia H. R. Hamilton 9/25/95 /s/ Edward M. Simmons, Sr. 9/25/95
___________________________ _______ ________________________ _______
Julia H. R. Hamilton, Date Edward M. Simmons, Sr., Date
Director Director
/s/ Ronald A. LaBorde 9/25/95 /s/ C. Ray Smith 9/25/95
___________________________ _______ ________________________ _______
Ronald A. LaBorde, President, Date C. Ray Smith, Director Date
Chief Executive Officer and
Director (Principal Financial Officer)
/s/ Paul W. Murrill 9/25/95 /s/ Malcolm T. Stein, Jr. 9/25/95
___________________________ _______ ________________________ _______
Paul W. Murrill, Chairman of Date Malcolm T. Stein, Jr., Date
the Board Director
/s/ O.Q. Quick, Director 9/25/95 /s/ Mark L. Mestayer 9/25/95
___________________________ _______ ________________________ _______
O.Q. Quick, Director Date Mark L. Mestayer, Secretary Date
and Controller
(Principal Accounting Officer)
SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS
COL. A COL. B COL. C COL. D COL. E
Additions
(1) (2)
Balance at Charged to Charged to
Beginning costs and Other Accounts- Deduction-- Balance at
Description of Period expenses Describe Describe End of Period
Reserves for Unit Closings:
Year ended June 30, 1995:
Property, plant & equipment allowance $ 1,356,659 $ 555,863(A) $ 800,796
Current liability 350,482 96,143(A) 254,339
Long-term liability 6,502,486 1,493,189(A) 5,009,297
___________ ___________ __________
$ 8,209,627 $ 2,145,195 $ 6,064,432
=========== =========== ===========
Year ended June 30, 1994:
Property, plant & equipment allowance $ 1,832,143 $ 475,484(A) $ 1,356,659
Current liability 499,647 149,165(A) 350,482
Long-term liability 7,804,739 1,302,253(A) 6,502,486
___________ ___________ __________
$10,136,529 $ 1,926,902 $ 8,209,627
=========== =========== ===========
Year ended June 30, 1993:
Property, plant & equipment allowance $11,458,442 $ 9,626,299(A) $ 1,832,143
Current liability 2,028,664 1,529,017(A) 499,647
Long-term liability 12,945,382 5,140,643 7,804,739
___________ ___________ ___________
$26,432,488 $16,295,959 $10,136,529
=========== =========== ===========
(A) Deductions are for the write-off of certain property, plant and equipment
relating to units closed and for the payment of other obligations (primarily
rent) for those units closed and for those units for which a provision for unit
closing was recorded during the year ended June 30, 1992 but were operating
during the year ended June 30, 1993.