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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, 1996
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[ ] 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
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Commission file Number 0-9037
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Piccadilly Cafeterias, Inc.
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(Exact name of registrant as specified in its charter)
Louisiana 72-0604977
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3232 Sherwood Forest Blvd., Baton Rouge, Louisiana 70816
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (504) 293-9440
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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
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Securities registered pursuant to Section 12(g) of the Act:
None
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(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 16,
1996 was $80,786,123.
The number of shares outstanding of Common Stock, without par value, as
of September 16, 1996 was 10,503,368.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Report to Shareholders for the fiscal year ended
June 30, 1996 are incorporated by reference into Part II.
Portions of the definitive proxy statement for the 1996 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, 1996, the Company operated 130 cafeterias in 17
states. Of these, 58 were in suburban malls, 22 were in suburban strip
centers, and 50 were free-standing suburban locations. Two new
cafeterias are expected to be opened during the year ending June 30,
1997. The Company expects to close two cafeterias during the year
ending June 30, 1997. The following table sets forth certain
information regarding development of the Company's cafeteria chain
during the five years ended June 30, 1996:
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Year Ended June 30 1996 1995 1994 1993 1992
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Net sales per unit (in thousands)(A) $2,058 $1,990 $1,916 $1,868 $1,880
Units opened 1 5 3 1 3
Units closed 3 3 4 11 5
Units open at year-end 130 132 130 131 141
Total customer volume (in thousands) 49,629 48,274 48,098 50,564 54,298
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(A) Excludes cafeterias opened or closed during period.
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At June 30, 1996 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, 1997. One restaurant was closed in the
first quarter of the year ending June 30, 1997. 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,
1996:
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Year Ended June 30 1996 1995 1994 1993 1992
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Net sales per unit (in thousands) (A) $3,277 $3,394 $3,343 $3,362 $3,151
Units opened 0 1 0 0 1
Units closed 0 0 0 2 1
Units open at year-end 8 8 7 7 9
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(A) Excludes restaurants opened or closed during period.
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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. Piccadilly
evaluates 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.
The number of new cafeterias and restaurants that the Company can open
depends upon its ability to secure appropriate locations, generate
necessary financial resources, and develop personnel for expansion.
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, 1996 was $14,000.
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,
1996, was approximately $2,455,000 while the average "Ralph and Kacoo's"
restaurant inventory level at year-end was approximately $44,700. 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 general manager and the chief
executive officer, oversee restaurant operations. The Company employed
approximately 8,500 persons at June 30, 1996, of whom all but 63
corporate headquarters employees worked at Piccadilly's 138 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, 1996, 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:
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Five-year
periods Units Units
ending June 30 Operating Closed
2001 44 1
2006 32 3
2011 32 9
2016 6 2
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Total 114 15
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Reference is made to Note 4 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 eight
and nine of the Annual Shareholders Report for the year ended June 30,
1996. The list below provides a general geographic review of the
locations of the Company's cafeterias and restaurants at June 30, 1996:
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State Cafeterias Restaurants
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Alabama 6 1
Arizona 3
California 1
Florida 22
Georgia 18
Illinois 1
Kansas 1
Kentucky 1
Louisiana 26 5
Mississippi 3 1
Missouri 3
North Carolina 5
Oklahoma 3
South Carolina 2
Tennessee 11
Texas 17 1
Virginia 7
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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 recently completed the design of a new cafeteria prototype.
The prototype has approximately 6,000 square feet compared to the
Company's 10,000 square feet traditional cafeteria. This smaller
cafeteria allows the Company to access a broader range of markets. Both
cafeterias to be opened in fiscal year 1997 will be of the new prototype
design.
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, 31 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 material or as to
which management believes the Company does not have 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 Controller, age 33, has held such
positions since July, 1996. From May 1992 to July 1996 he was Vice
President and Assistant Controller. Prior to that he was Assistant
Controller.
Frederick E. Fuchs Jr., Executive Vice President and Director of Real
Estate, age 49, has held such positions since June 1986.
Jere W. Goldsmith Jr., Executive Vice President and Director of
Training, age 50, 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.
J. Fred Johnson, age 45, Executive Vice President, Treasurer, and Chief
Financial Officer, has held such positions since November 1995. From
August 1985 through October 1995 he was with Graphic Industries, Inc., a
printing company, in various capacities, including Chief Financial
Officer and Treasurer.
Ronald A. LaBorde, age 40, 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 44, 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 48, 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 Director of
Finance, age 38, has held such positions since July 1996. From May 1992
to July 1996, he was Executive Vice President, Secretary and Controller.
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 54,
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
44, 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 45, 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 47, has held such positions since June 1988.
Brian G. Von Gruben, Executive Vice President and Director of
Administrative Services, age 48, 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,
1996, is incorporated herein by reference.
Item 6. Selected Financial Data
"Selected Financial Data", on the inside cover of the Annual
Shareholders Report for the year ended June 30, 1996, 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 eight and nine of the Annual Shareholders Report
for the year ended June 30, 1996, is incorporated herein by reference.
Item 8. Financial Statements and Supplementary Data
The following consolidated financial statements and supplementary data,
included on pages 10 through 18 of the Annual Shareholders Report for
the year ended June 30, 1996, are incorporated herein by reference:
Consolidated balance sheets as of June 30, 1996 and 1995
Consolidated statements of income for the fiscal years ended June
30, 1996, 1995 and 1994
Consolidated statements of changes in shareholders' equity for the
fiscal years ended June 30, 1996, 1995 and 1994
Consolidated statements of cash flows for the fiscal years ended
June 30, 1996, 1995 and 1994
Notes to consolidated financial statements
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 1996 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, 1996:
Annual
Shareholders
Description Report Page
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Consolidated balance sheets as of June 30, 1996 and 1995 10
Consolidated statements of income for the fiscal years
ended June 30, 1996, 1995 and 1994 11
Consolidated statements of changes in shareholders'
equity for the fiscal years ended June 30, 1996, 1995
and 1994 11
Consolidated statements of cash flows for the fiscal
years ended June 30, 1996, 1995 and 1994 12
Notes to consolidated financial statements 13-18
Report of independent auditors 18
(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
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Schedule II--Valuation and qualifying accounts 11
(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.
(c) 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) Form of Management Continuity Agreement, effective March 27,
1995, unless otherwise indicated, between Piccadilly Cafeterias,
Inc. and each of Messrs. LaBorde, Bozzell, Fuchs, Goldsmith,
Johnson (November 16, 1995), Landry, Listen, Mestayer, Polito,
Prudhomme, Siddle, Touchet, and Von Gruben .
(e) Form of Director Indemnity Agreement, effective April 27,
1995, unless otherwise indicated, other between Piccadilly
Cafeterias, Inc. and each of Messrs. LaBorde, Francis,
Guyton (July 1, 1996), Murrill, Quick, Redman (September 25,
1995), Ross, Simmons, Smith and Stein and Ms. Hamilton .
(f) Agreement between Piccadilly Cafeterias, Inc. and Ronald
A. LaBorde, effective June 26, 1995 .
(g) 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, 1996.
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 Registrant's Annual Report
on Form 10-K for the fiscal year ended June 30, 1995.
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.
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.
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(Registrant)
By:/s/ Ronald A. LaBorde
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Ronald A. LaBorde
President and Chief
Executive Officer
Date: September 23, 1996
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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/ Norman C. Francis 9/23/96 /s/ Dale E. Redman 9/23/96
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Norman C. Francis, Director Date Dale E. Redman, Director Date
/s/ Robert P. Guyton 9/23/96 /s/ William D. Ross, Jr. 9/23/96
- --------------------------- ------- --------------------------- -------
Robert P. Guyton, Director Date William D. Ross, Jr., Date
Director
/s/Julia H. R. Hamilton 9/23/96 /s/ Edward M. Simmons, Sr. 9/23/96
- --------------------------- ------- --------------------------- -------
Julia H. R. Hamilton, Date Edward M. Simmons, Sr., Date
Director Director
/s/ Ronald A. LaBorde 9/23/96
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Ronald A. LaBorde, Date C. Ray Smith, Director Date
President, Chief Executive
Officer and Director
/s/ Paul W. Murrill 9/23/96 /s/ Malcolm T. Stein, Jr. 9/23/96
- --------------------------- ------- --------------------------- -------
Paul W. Murrill, Chairman Date Malcolm T. Stein, Jr., Date
of the Board Director
/s/ O.Q. Quick 9/23/96 /s/ J. Fred Johnson 9/23/96
- --------------------------- ------- ---------------------------- -------
O.Q. Quick, Director Date J. Fred Johnson Date
Executive Vice President,
Treasurer and Chief Financial
Officer (Principal Financial
Officer)
/s/ Mark L. Mestayer 9/19/96
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Mark L. Mestayer, Secretary Date
and Director of Finance
(Principal Accounting
Officer)
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
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| COL. A | COL. B | COL. C | COL. D | COL. E |
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| | | Additions | | |
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| | | | (2) | | |
| | | (1) |Charged to | | |
| |Balance at |Charged to | Other | | Balance at|
| |Beginning |costs and |Accounts- | Deduction-- | End of |
| Description |of Period |expenses |Describe | Desribe | Period |
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Reserves for Unit Closings:
Year ended June 30, 1996:
Property, plant & equipment
allowance $ 800,796 $ 3,726,958 $ 120,282 $ 4,407,472
Current liability 254,339 100,000 6,843(A) 347,496
Long-term liability 5,009,297 1,000,819 960,607(A) 5,049,509
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$ 6,064,432 $ 4,827,777 $ 1,087,732 $ 9,804,477
=========== =========== =========== ============
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 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 6,502,486
----------- ----------- ------------
$10,136,529 $ 1,926,902 $ 8,209,627
=========== =========== ============
(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.