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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
For the fiscal year ended June 30, 1998
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[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the transition period from to
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Commission file Number 1-11754
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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 17, 1998 was
$102,840,531.
The number of shares outstanding of Common Stock, without par value, as of
September 17, 1998 was 10,528,368.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Report to Shareholders for the fiscal year ended June 30,
1998 are incorporated by reference into Part II.
Portions of the definitive proxy statement for the 1998 annual meeting of
shareholders are incorporated by reference into Part III.
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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.
On May 28, 1998, the Company completed a $5.00 per share tender offer
for all outstanding shares of Morrison Restaurants, Inc. (Morrison), acquiring
approximately 89% of the outstanding shares. A merger was then completed on July
31, 1998 in which the remaining Morrison shares were converted into the right to
receive $5.00 per share and Morrison became a wholly-owned subsidiary of the
Company. The Company believes that the acquisition of Morrison provides broader
market coverage and opportunities for improved operating efficiencies. The
Company has begun integrating the Morrison units into the Company's existing
operations. The Company plans to convert all Morrison cafeterias to Piccadilly
cafeterias within two years.
At June 30, 1998, the Company operated 257 cafeterias in 17 states, 127
under the Morrison's name and 130 under the Piccadilly name. Of these, 131 are
in suburban malls, 25 are in suburban strip centers, and 101 are free-standing
suburban locations. The Company also operates four Piccadilly Express units in
Associated Grocer supermarkets and nine Morrison's Quick-Serve restaurants,
"QSR's", located primarily in mall food courts. Up to three new cafeterias are
expected to be opened during the year ending June 30, 1999. The following table
sets forth certain information regarding development of the Company's cafeteria
chain during the five years ended June 30, 1998:
Year Ended June 30 1998(B) 1997 1996 1995 1994
Net sales per unit (in thousands)(A) $2,226 $2,179 $2,058 $1,990 $1,916
Units opened 4 3 1 5 3
Units closed 3 4 3 3 4
Units open at year-end 130 129 130 132 130
Total customer volume (in thousands) 48,786 49,483 49,629 48,274 48,098
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(A) Excludes cafeterias opened or closed during period.
(B) Fiscal 1998 data excludes the one month of operations of Morrison's.
----------
At June 30, 1998 the Company operated seven "Ralph and Kacoo's" seafood
restaurants in Louisiana, Alabama, and Mississippi. No additional Ralph &
Kacoo's seafood restaurants are expected to be opened in the year ending June
30, 1999. 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, 1998:
Year Ended June 30 1998 1997 1996 1995 1994
Net sales per unit (in thousands)(A) $3,585 $3,509 $3,428 $3,394 $3,344
Units opened 0 0 0 1 0
Units closed 0 1 0 0 0
Units open at year-end 7 7 8 8 7
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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
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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 traditional cafeterias seat from 250 to 450 customers
each. During 1997, the Company 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 and seats from 165 to 200
customers. This smaller cafeteria allows the Company to access a broader range
of markets.
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 customer preferences.
Through an agreement with Associated Grocers, Inc., a Baton Rouge-based
association of 235 food stores in Louisiana, Mississippi and Texas, the Company
has begun placing small cafeterias in grocery stores. The agreement with
Associated Grocers, Inc. allows the Company to rent a portion of the space
within the supermarket. These mini cafeterias called Piccadilly Express, feature
a scaled-down version of the cafeteria serving counter and feature many of the
Company's most popular items that are prepared on-site. This initiative focuses
on the take-out segment of the Company's business by providing home meal
solutions through convenient customer alternatives while leveraging the high
traffic flow of grocery stores. Some seating capacity is provided within the
Piccadilly Express when space is available.
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, 1998 was $12,300.
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, 1998, was approximately $2,532,000 while the average "Ralph and
Kacoo's" restaurant inventory level at year-end was approximately $55,300. The
commissary is not dependent upon a single supplier nor a small group of
suppliers.
Each cafeteria, express unit, 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. Twelve 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 15,800 persons at June
30, 1998, of whom all but 73 corporate headquarters employees worked at
Piccadilly's 267 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.
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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 35 of the cafeterias, express units, and restaurants operated
by the Company at June 30, 1998, were operated on premises held under long-term
leases with differing provisions and expiration dates. The 35 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
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2003 143 15
2008 72 9
2013 20 7
2018 7 --
--------------------------------------
Total 242 31
======================================
Reference is made to Note 5 of the Notes to Consolidated Financial
Statements for certain additional information regarding the Company's leases.
The Company's maintenance program provides for remodels of existing
properties generally on ten year cycles. All equipment is maintained and
modernized as necessary to maintain appearance and utility. The list below
provides a general geographic review of the locations of the Company's
operations at June 30, 1998:
Morrison Piccadilly Piccadilly Ralph & Kacoo's
State Cafeterias Cafeterias Express & QSR's Restaurants
--------------- ---------- ---------- --------------- ---------------
Alabama 17 6 1
Arizona 2
Florida 47 21
Georgia 21 17 2
Kansas 1
Kentucky 4 1
Louisiana 2 31 2 5
Maryland 2
Mississippi 8 5 2 1
Missouri 3
North Carolina 3 4
Oklahoma 3
South Carolina 7 2
Tennessee 6 11 1
Texas 17 1
Virginia 11 6 3
West Virginia 1
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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 continues to pursue strategies to increase the capacity and
utilization of its cafeterias. The Company is converting its "order pick-up"
counters to Piccadilly Express hot counters where the physical facilities are
conducive to doing so. The new counters allow customers to view and select their
choices rather than simply ordering to go items from a menu. This delivery
system increases the number of take-out orders that can be filled at peak order
times.
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 35, 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 51, has held such positions since June 1986.
Jere W. Goldsmith Jr., Executive Vice President and Director of Training, age
52, 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 47, 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 42, 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 46, 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 50, has held such positions since December 1992. From July 1987 to November
1992 he was Executive Vice President and District Manager.
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Mark L. Mestayer, Executive Vice President, Secretary, and Director of Finance,
age 40, 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 56, 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 46, 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
47, 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 49, has held such positions since June 1988.
Brian G. Von Gruben, Executive Vice President and Director of Administrative
Services, age 50, 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 the inside
cover of the Annual Shareholders Report for the year ended June 30, 1998, is
incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
"Selected and Other Financial Data", on page 13 of the Annual Shareholders
Report for the year ended June 30, 1998, 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 14 through 16 of the Annual Shareholders Report for the
year ended June 30, 1998, is incorporated herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
None.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following consolidated financial statements and supplementary data, included
on pages 17 through 27 of the Annual Shareholders Report for the year ended June
30, 1998, are incorporated herein by reference:
Consolidated balance sheets as of June 30, 1998 and 1997
Consolidated statements of income for the fiscal years ended June 30, 1998, 1997
and 1996
Consolidated statements of changes in shareholders' equity for the fiscal years
ended June 30, 1998, 1997 and 1996
Consolidated statements of cash flows for the fiscal years ended June 30,
1998, 1997 and 1996
Notes to consolidated financial statements
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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 has filed with the Commission a
definitive proxy statement complying with Regulation 14A relating to its 1998
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, 1998:
Annual
Shareholders
Description Report Page
----------- ------------
Consolidated balance sheets as of June 30, 1998 and 1997 17
Consolidated statements of income for the fiscal years ended June 30, 1998,
1997 and 1996 18
Consolidated statements of changes in shareholders' equity for the fiscal
years ended June 30, 1998, 1997 and 1996 18
Consolidated statements of cash flows for the fiscal years ended June 30,
1998, 1997 and 1996 19
Notes to consolidated financial statements 20-27
Report of independent auditors 27
(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
Description Form 10-K Page
----------- ----------------
Schedule II--Valuation and qualifying accounts 10
(3) Listing of Exhibits - See sub-section (c) below.
(b) On June 5, 1998, the Company filed a report on Form 8-K related to its
purchase of Morrison Restaurants, Inc. Financial statements and
pro-forma financial information related to the acquired business were
subsequently filed by amendment on Form 8-K/A on August 11, 1998.
(c) EXHIBITS
2. Plan and Agreement of Merger dated April 22, 1998, among Piccadilly,
Purchaser and Morrison.(1)
3. (a) Articles of Incorporation of the Company(2), as amended on September
14, 1987(3) as amended on September 27, 1988(4), and as amended on
September 28, 1989(5).
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(b) By-laws of the Company, as amended through July 22, 1996(6).
10. (a) Piccadilly Cafeterias, Inc. 1993 Incentive Compensation Plan(7).
(b) 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(6).
(c) Form of Director Indemnity Agreement, effective April 27, 1995, unless
otherwise indicated, between Piccadilly Cafeterias, Inc. and each of
Messrs. LaBorde, Francis (September 25, 1995), Guyton (July 1, 1996),
Murrill, Redman (September 25, 1995), Simmons and Smith(6).
(d) Agreement between Piccadilly Cafeterias, Inc. and Ronald A. LaBorde,
effective June 26, 1995(6).
(e) Form of Agreement, effective August 1, 1995, between Piccadilly
Cafeterias, Inc. and each of Malcolm T. Stein, Jr. and James E.
Durham, Jr. (6).
(f) $125,000,000 Credit Agreement dated as of June 24, 1998 and First
Amendment to Credit Agreement dated July 31, 1998 filed herewith on
pages 11 through 129.
13. The Registrant's Annual Report to Shareholders for the fiscal year ended
June 30, 1998.
21. List of Subsidiaries of the Registrant
23. Consent of Independent Auditors
27. Financial Data Schedule.
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(1) Incorporated by reference from Exhibit (c) (1) to the Company's Schedule
14D-1 dated April 29, 1998.
(2) 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.
(3) Incorporated by reference from the Registrant's Annual Report on Form 10-K
for the fiscal year ended June 30, 1987.
(4) Incorporated by reference from the Registrant's Annual Report on Form 10-K
for the fiscal year ended June 30, 1988.
(5) Incorporated by reference from the Registrant's Annual Report on Form 10-K,
as amended, for the fiscal year ended June 30, 1989.
(6) Incorporated by reference from the Registrant's Quarterly Report on Form
10-Q for the quarter ended September 30, 1996.
(7) Incorporated by reference from the Company's Annual Report on Form 10-K, as
amended, for the fiscal year ended June 30, 1993.
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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 and Chief Executive Officer
Date: September 24, 1998
-----------------------------------
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. Frances 9/23/98 /s/ Dale E. Redman 9/22/98
- -------------------------------------------- ---------- ----------------------------------------- ---------
Norman C. Frances, Director Date Dale E. Redman, Director Date
/s/ Robert P. Guyton 9/22/98 /s/ Christel C. Slaughter 9/25/98
- -------------------------------------------- ---------- ----------------------------------------- ---------
Robert P. Guyton, Director Date Christel C. Slaughter, Director Date
/s/ Ronald A. LaBorde 9/24/98
- -------------------------------------------- ---------- ----------------------------------------- ---------
Ronald A. LaBorde, President, Date Edward M. Simmons, Sr., Director Date
Chief Executive Officer and Director
/s/ Paul W. Murrill 9/22/98 /s/ C. Ray Smith 9/22/98
- -------------------------------------------- ---------- ----------------------------------------- ---------
Paul W. Murrill, Chairman of the Board Date C. Ray Smith, Director Date
/s/ Ralph Erben 9/22/98 /s/ J. Fred Johnson 9/23/98
- -------------------------------------------- ---------- ----------------------------------------- ---------
Ralph Erben, Director J. Fred Johnson Date
Executive Vice President, Treasurer
and Chief Financial Officer
(Principal Financial Officer)
/s/ Mark L. Mestayer 9/23/98
- -------------------------------------------- ----------
Mark L. Mestayer, Secretary Date
and Director of Finance
(Principal Accounting Officer)
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SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
====================================================================================================================================
COL. A COL. B COL. C COL. D COL. E
====================================================================================================================================
Additions
---------
(2)
Balance at (1) Charged to
Beginning of Charged to costs Other Deduction-- Balance at
Description Period and expenses Accounts-Describe Describe End of Period
====================================================================================================================================
Reserves for Unit Closings:
Year ended June 30, 1998:
Property, plant & equipment allowance $ 2,046,488 $ 939,000 $ 1,057,977 (A) $ 1,927,511
Current liability -- --
Long-term liability 2,774,941 2,514,000 16,466,339(B) 1,651,178 (A) 20,104,102
------------ ------------ ------------ ------------ ------------
$ 4,821,429 $ 3,453,000 $ 16,466,339 $ 2,709,155 $ 22,031,613
============ ============ ============ ============ ============
Year ended June 30, 1997:
Property, plant & equipment allowance $ 4,407,472 $ 2,360,984 (A) $ 2,046,488
Current liability 347,496 347,496 (A) --
Long-term liability 5,049,509 2,274,568 (A) 2,774,941
------------ ------------ ------------
$ 9,804,477 $ 4,983,048 $ 4,821,429
============ ============ ============
Year ended June 30, 1996:
Property, plant & equipment allowance $ 800,796 $ 3,726,958 $ 120,282 (A) $ 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
------------ ------------ ------------ ------------
$ 6,064,432 $ 4,827,777 $ 1,087,732 $ 9,804,477
============ ============ ============ ============
(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 years ended June 30, 1992, 1996 and 1998. During
1997, the Company reduced its accrued liability for rental and other occupancy
costs associated with these properties by $600,000 as a result of a favorable
change in management's estimate of future sublease income.
(B) Represents reserves for Morrison units which were recorded as part of the
allocation of purchase price.
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11
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
2. Plan and Agreement of Merger dated April 22, 1998, among Piccadilly,
Purchaser and Morrison.(1)
3. (a) Articles of Incorporation of the Company(2), as amended on
September 14, 1987(3) as amended on September 27, 1988(4), and as
amended on September 28, 1989(5).
(b) By-laws of the Company, as amended through July 22, 1996(6).
10. (a) Piccadilly Cafeterias, Inc. 1993 Incentive Compensation Plan(7).
(b) 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(6).
(c) Form of Director Indemnity Agreement, effective April 27, 1995,
unless otherwise indicated, between Piccadilly Cafeterias, Inc.
and each of Messrs. LaBorde, Francis (September 25, 1995), Guyton
(July 1, 1996), Murrill, Redman (September 25, 1995), Simmons and
Smith(6).
(d) Agreement between Piccadilly Cafeterias, Inc. and Ronald A.
LaBorde, effective June 26, 1995(6).
(e) Form of Agreement, effective August 1, 1995, between Piccadilly
Cafeterias, Inc. and each of Malcolm T. Stein, Jr. and James E.
Durham, Jr. (6).
(f) $125,000,000 Credit Agreement dated as of June 24, 1998 and First
Amendment to Credit Agreement dated July 31, 1998 filed herewith
on pages 35 through 154.
13. The Registrant's Annual Report to Shareholders for the fiscal year
ended June 30, 1998.
21. List of Subsidiaries of the Registrant
23. Consent of Independent Auditors
27. Financial Data Schedule.
- ----------
(1) Incorporated by reference from Exhibit (c) (1) to the Company's Schedule
14D-1 dated April 29, 1998.
(2) 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.
(3) Incorporated by reference from the Registrant's Annual Report on Form 10-K
for the fiscal year ended June 30, 1987.
(4) Incorporated by reference from the Registrant's Annual Report on Form 10-K
for the fiscal year ended June 30, 1988.
(5) Incorporated by reference from the Registrant's Annual Report on Form 10-K,
as amended, for the fiscal year ended June 30, 1989.
(6) Incorporated by reference from the Registrant's Quarterly Report on Form
10-Q for the quarter ended September 30, 1996.
(7) Incorporated by reference from the Company's Annual Report on Form 10-K, as
amended, for the fiscal year ended June 30, 1993.