Form: 10-Q

Quarterly report pursuant to Section 13 or 15(d)

February 8, 2000

Documents

10-Q: Quarterly report pursuant to Section 13 or 15(d)

Published on February 8, 2000



SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549

FORM 10-Q
(MARK ONE)

[ X ]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED DECEMBER 26, 1999.
-------------------

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _____________ TO
_______________.

COMMISSION FILE NUMBER 0-12919

PIZZA INN, INC.
(EXACT NAME OF REGISTRANT IN ITS CHARTER)


MISSOURI 47-0654575
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)


5050 QUORUM DRIVE
SUITE 500
DALLAS, TEXAS 75240
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES,
INCLUDING ZIP CODE)

(972) 701-9955
(REGISTRANT'S TELEPHONE NUMBER,
INCLUDING AREA CODE)

INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934 DURING THE PRECEDING 12 MONTHS (OR SUCH SHORTER PERIOD THAT THE REGISTRANT
WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING
REQUIREMENTS FOR THE PAST 90 DAYS. YES [X] NO [ ]

INDICATE BY CHECK MARK WHETHER THE REGISTRANT HAS FILED ALL DOCUMENTS AND
REPORTS REQUIRED TO BE FILED BY SECTIONS 12, 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 SUBSEQUENT TO THE DISTRIBUTION OF SECURITIES UNDER A PLAN
CONFIRMED BY A COURT. YES [X] NO [ ]

AT FEBRUARY 4, 2000, AN AGGREGATE OF 11,588,878 SHARES OF THE REGISTRANT'S
COMMON STOCK, PAR VALUE OF $.01 EACH (BEING THE REGISTRANT'S ONLY CLASS OF
COMMON STOCK), WERE OUTSTANDING.









PIZZA INN, INC.

Index
-----


PART I. FINANCIAL INFORMATION

Item 1. Financial Statements Page
- ------- --------------------- ----

Consolidated Statements of Operations for the three months
And six months ended December 26, 1999 and December 27, 1998 3

Consolidated Balance Sheets at December 26, 1999 and
June 27, 1999. 4

Consolidated Statements of Cash Flows for the six months
ended December 26, 1999 and December 27, 1998 5

Notes to Consolidated Financial Statements 7



Item Management's Discussion and Analysis of
- ----- -------------------------------------
Financial Condition and Results of Operations 10
---------------------------------------------


PART II.OTHER INFORMATION

Item 4. Submission of Matters to a Vote of Security Holders 12
- ------ ----------------------------------------------------

Item 6. Exhibits and Reports on Form 8-K 12
- ------- --------------------------------

Signatures 13









PART 1. FINANCIAL INFORMATION

ITEM 1. FINANCIAL INFORMATION
- --------------------------------





PIZZA INN, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)


THREE MONTHS ENDED SIX MONTHS ENDED
------------------- -----------------
DECEMBER 26, DECEMBER 27, DECEMBER 26, DECEMBER 27,
REVENUES: 1999 1998 1999 1998
------------------- ----------------- ------------- -------------

Food and supply sales $ 14,292 $ 15,390 $ 29,621 $ 29,832
Franchise revenue 1,399 1,396 2,868 2,850
Restaurant sales 581 550 1,158 1,146
Other income 59 27 78 119
------------------- ----------------- ------------- -------------
16,331 17,363 33,725 33,947
------------------- ----------------- ------------- -------------

COSTS AND EXPENSES:
Cost of sales 13,814 14,866 28,398 28,947
Franchise expenses 280 592 907 1,237
General and administrative expenses 929 743 1,837 1,808
Interest expense 179 143 318 256
------------------- ----------------- ------------- -------------
15,202 16,344 31,460 32,248
------------------- ----------------- ------------- -------------

INCOME BEFORE INCOME TAXES 1,129 1,019 2,265 1,699

Provision for income taxes 384 314 772 524
------------------- ----------------- ------------- -------------

NET INCOME $ 745 $ 705 $ 1,493 $ 1,175
=================== ================= ============= =============

BASIC EARNINGS PER COMMON SHARE $ 0.06 $ 0.06 $ 0.13 $ 0.10
=================== ================= ============= =============

DILUTED EARNINGS PER COMMON SHARE $ 0.06 $ 0.06 $ 0.13 $ 0.09
=================== ================= ============= =============

DIVIDENDS DECLARED PER COMMON SHARE $ 0.06 $ 0.06 $ 0.12 $ 0.12
=================== ================= ============= =============

WEIGHTED AVERAGE COMMON SHARES 11,570 11,597 11,411 11,903
=================== ================= ============= =============

WEIGHTED AVERAGE COMMON AND
DILUTIVE POTENTIAL COMMON SHARES 11,691 12,206 11,581 12,606
=================== ================= ============= =============


See accompanying Notes to Consolidated Financial Statements.







PIZZA INN, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)

DECEMBER 26, JUNE 27,
ASSETS 1999 1999
-------------- ----------

(unaudited)
CURRENT ASSETS
Cash and cash equivalents $ 377 $ 509
Accounts receivable, less allowance for doubtful
accounts of $784 and $808, respectively 4,904 4,588
Notes receivable, current portion, less allowance
for doubtful accounts of $109 and $144, respectively 462 814
Inventories 2,805 2,393
Deferred taxes, net 1,151 1,149
Prepaid expenses and other 499 591
-------------- ----------
Total current assets 10,198 10,044
Property, plant and equipment, net 1,784 1,754
Property under capital leases, net 1,561 1,587
Deferred taxes, net 3,978 4,407
Long-term notes receivable, less
allowance for doubtful accounts of $127 and $80,
respectively 549 380
Deposits and other 402 414
-------------- ----------
$ 18,472 $ 18,586
============== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable - trade $ 2,284 $ 2,641
Accrued expenses 1,585 1,795
Current portion of capital lease obligations 513 428
-------------- ----------
Total current liabilities 4,382 4,864

LONG-TERM LIABILITIES
Long-term debt 8,463 5,700
Long-term capital lease obligations 1,086 1,244
Other long-term liabilities 717 719
-------------- ----------
14,648 12,527
-------------- ----------
SHAREHOLDERS' EQUITY
Common Stock, $.01 par value; authorized 26,000,000 shares; outstanding
11,647,058 and 11,499,570 shares, respectively. 159 149
Additional paid-in capital 9,933 7,321
Loans to officers (2,507) -
Retained earnings 14,495 14,375
Treasury stock at cost
Shares in treasury: 3,304,128 and 3,420,486 shares, respectively. (18,256) (15,786)
-------------- ----------
Total shareholders' equity 3,824 6,059
-------------- ----------
$ 18,472 $ 18,586
============== ==========


See accompanying Notes to Consolidated Financial Statements.







PIZZA INN, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)


SIX MONTHS ENDED
------------------
DECEMBER 26, DECEMBER 27,
1999 1998
------------------ --------------

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income $ 1,493 $ 1,175
Adjustments to reconcile net income to
cash provided by operating activities:
Depreciation and amortization 570 430
Provision for bad debt 25 92
Utilization of pre-reorganization net operating
loss carryforwards 427 459
Changes in assets and liabilities:
Notes and accounts receivable (158) (841)
Inventories (412) 65
Accounts payable - trade (357) 1,426
Accrued expenses (164) 66
Prepaid expenses and other 129 150
------------------ --------------
CASH PROVIDED BY OPERATING ACTIVITIES 1,553 3,022
------------------ --------------

CASH FLOWS FROM INVESTING ACTIVITIES:

Capital expenditures (444) (388)
Proceeds from transfer of assets to capital lease - 249
------------------ --------------
CASH USED FOR INVESTING ACTIVITIES (444) (139)
------------------ --------------

CASH FLOWS FROM FINANCING ACTIVITIES:

Borrowings of long-term bank debt 3,300 2,337
Repayments of long-term bank debt and capital lease obligations (767) (117)
Dividends paid (1,374) (1,424)
Proceeds from exercise of stock options 71 21
Purchases of treasury stock (2,471) (5,457)
------------------ --------------
CASH USED FOR FINANCING ACTIVITIES (1,241) (4,640)
------------------ --------------

Net increase (decrease) in cash and cash equivalents (132) (1,757)
Cash and cash equivalents, beginning of period 509 2,335
------------------ --------------
Cash and cash equivalents, end of period $ 377 $ 578
------------------ --------------



See accompanying Notes to Consolidated Financial Statements.







SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
(IN THOUSANDS)
(UNAUDITED)



SIX MONTHS ENDED
-----------------
DECEMBER 26, DECEMBER 27,
1999 1998
----------------- -------------

CASH PAYMENTS FOR:

Interest $ 214 $ 193
Income taxes 60 -


NONCASH FINANCING AND INVESTING
ACTIVITIES:
Capital lease obligations incurred $ 158 $ 669





PIZZA INN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

(1) The accompanying consolidated financial statements of Pizza Inn, Inc.
(the "Company") have been prepared without audit pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain information and
footnote disclosures normally included in the financial statements have been
omitted pursuant to such rules and regulations. The consolidated financial
statements should be read in conjunction with the notes to the Company's audited
consolidated financial statements in its Form 10-K for the fiscal year ended
June 27, 1999. Certain prior year amounts have been reclassified to conform with
current year presentation.

In the opinion of management, the accompanying unaudited consolidated financial
statements contain all adjustments necessary to fairly present the Company's
financial position and results of operations for the interim periods. All
adjustments contained herein are of a normal recurring nature.


(2) On December 27, 1999, the Company's Board of Directors declared a
quarterly dividend of $.06 per share on the Company's common stock, payable
January 21, 2000 to shareholders of record on January 7, 2000.

(3) The Company entered into an agreement effective August 31, 1999 with its
current lender to extend the term of its existing $9.5 million revolving credit
line through August 2001 and to modify certain financial covenants.

(4) In June 1995, the Company adopted the par value method of accounting for
treasury share purchases with the intent to retire the shares purchased. In
December 1999, the Company changed its method of accounting for treasury shares
purchased to the cost method because it is now the Company's intent to reissue a
portion of the shares held in treasury. Retained earnings and additional
paid-in capital for the period ending December 26, 1999 have been adjusted by
$14,195,000 and $2,683,000 respectively, to reflect this change in accounting
method. Accordingly, balances for the period ending June 27, 1999 were adjusted
by $13,195,000 and $2,556,000.
(5)
The following table shows the reconciliation of the numerator and denominator of
the basic EPS calculation to the numerator and denominator of the diluted EPS
calculation (in thousands, except per share amounts).








INCOME SHARES PER SHARE
(NUMERATOR) (DENOMINATOR) AMOUNT
------------ ------------- ----------

THREE MONTHS ENDED DECEMBER 26, 1999
BASIC EPS
Income Available to Common Shareholders $ 745 11,570 $ 0.06
Effect of Dilutive Securities - Stock Options 121
------------
DILUTED EPS
Income Available to Common Shareholders
& Assumed Conversions $ 745 11,691 $ 0.06
============ ============= ==========

THREE MONTHS ENDED DECEMBER 27, 1998
BASIC EPS
Income Available to Common Shareholders $ 705 11,597 $ 0.06
Effect of Dilutive Securities - Stock Options 609
------------
DILUTED EPS
Income Available to Common Shareholders
& Assumed Conversions $ 705 12,206 $ 0.06
============ ============= ==========

SIX MONTHS ENDED DECEMBER 26, 1999
BASIC EPS
Income Available to Common Shareholders $ 1,493 11,411 $ 0.13
Effect of Dilutive Securities - Stock Options 170
------------
DILUTED EPS
Income Available to Common Shareholders
& Assumed Conversions $ 1,493 11,581 $ 0.13
============ ============= ==========

SIX MONTHS ENDED DECEMBER 27, 1998
BASIC EPS
Income Available to Common Shareholders $ 1,175 11,903 $ 0.10
Effect of Dilutive Securities - Stock Options 703
------------
DILUTED EPS
Income Available to Common Shareholders
& Assumed Conversions $ 1,175 12,606 $ 0.09
============ ============= ==========





(6) Summarized in the following tables are net sales and operating
revenues, operating profit (loss), and geographic information (revenues) for the
Company's reportable segments for the three months and six months ended
December 26,1999, and December 27, 1998.



THREE MONTHS ENDED SIX MONTHS ENDED

DECEMBER 26, DECEMBER 27, DECEMBER 26, DECEMBER 27,
1999 1998 1999 1998
-------------- -------------- -------------- --------------

NET SALES AND OPERATING REVENUES:
Food and Equipment Distribution $ 14,292 $ 15,390 $ 29,621 $ 29,832
Franchise and Other 1,980 1,946 4,026 3,996
Intersegment revenues 201 207 418 454
-------------- -------------- -------------- --------------
Combined 16,473 17,543 34,065 34,282
Other Revenues 59 27 78 119
Less intersegment revenues (201) (207) (418) (454)
-------------- -------------- -------------- --------------
Consolidated Revenues $ 16,331 $ 17,363 $ 33,725 $ 33,947
============== ============== ============== ==============


OPERATING PROFIT:
Food and Equipment Distribution (1) $ 578 $ 844 $ 1,182 $ 1,261
Franchise and Other (1) 1,085 725 2,053 1,411
Intersegment profit 123 53 179 113
-------------- -------------- -------------- --------------
Combined 1,786 1,622 3,414 2,785
Other Profit or loss 59 27 78 119
Less intersegment profit (123) (53) (179) (113)
Corporate administration and other (593) (577) (1,048) (1,092)
-------------- -------------- -------------- --------------
Income before taxes $ 1,129 $ 1,019 $ 2,265 $ 1,699
============== ============== ============== ==============

GEOGRAPHIC INFORMATION (REVENUES):
United States $ 16,113 $ 16,906 $ 33,186 $ 33,112
Foreign countries 218 457 539 835
-------------- -------------- -------------- --------------
Consolidated total $ 16,331 $ 17,363 $ 33,725 $ 33,947
============== ============== ============== ==============


(1) Does not include full allocation of corporate administration





ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
- --------------------------------------------------------------------------------
RESULTS OF OPERATIONS
- -----------------------

Quarter and six months ended December 26, 1999 compared to the quarter and six
months ended December 27, 1998.

Diluted earnings per share for the second quarter of the current fiscal
year were $0.06 versus $0.06 for the same period last year. For the six months
ended December 26, 1999, diluted earnings per share increased 44% to $0.13 from
$0.09 for the same period last year. Net income for the quarter increased 6% to
$745,000 from $705,000 for the same quarter last year. For the six months ended
December 26, 1999, net income increased 27% to $1,493,000 from $1,175,000
compared to the same period last year.

Food and supply sales for the quarter decreased 7% to $14,292,000 from
$15,390,000 compared to the same period last year. This was primarily due to
substantially higher cheese prices during the prior year's quarter. For the six
month period, food and supply sales decreased to $29,621,000 from $29,832,000
for the same period last year. Excluding the change in cheese prices, food and
supply sales increased $1,143,000 year-to-date reflecting greater chainwide
sales.

Franchise revenue, which includes income from royalties, license fees and
area development and foreign master license (collectively, "Territory") sales,
for the quarter and the six months period increased $3,000 and $18,000,
respectively, compared to the same period of the prior year. These increases
include higher domestic and international royalties of $105,000 due to higher
chainwide sales, partially offset by recognition of higher Territory sales in
the prior year.

Restaurant sales, which consists of revenue generated by Company-owned
stores, for the quarter increased 6% or $31,000 compared to the same period of
the prior year. For the six month period, restaurant sales increased $12,000.
Sales for the six month period were partially offset by the lease expiration and
closing of one Delco store in August 1998. Comparable store sales growth at
Company-owned stores increased 5% for the first six months.

Cost of sales decreased 7% or $1,052,000 and 2% or $549,000 for the quarter
and six month periods, respectively. This decrease is primarily due to higher
cheese prices in the prior year which were partially offset by higher
transportation expenses in the current year. As a percentage of sales for the
quarter, cost of sales remained the same at 93%. For the six months, cost of
sales, as a percentage of sales decreased from 93% to 92%.

Franchise expenses include selling, general and administrative expenses
directly related to the sale and service of franchises and Territories. These
costs decreased 53% or $312,000 for the quarter and 27% or $330,000 for the six
month period compared to the same periods last year. This decrease was
primarily due to lower marketing materials expense in the second three month
period and lower compensation expense relating to franchise sales in the first
three month period.

General and administrative expenses increased 25% or $186,000 for the
quarter and 2% or $29,000 for the first six months, compared to the same periods
last year. This is a result of higher insurance costs, property taxes, and
franchise taxes.

Interest expense increased 25% or $36,000 for the quarter and 24% or
$62,000 for the first six months, compared to the same period of the prior year.
This is a result of higher average debt and slightly higher average interest
rates.




LIQUIDITY AND CAPITAL RESOURCES

During the first six months of fiscal 2000, the Company utilized cash
provided by operations in the amount of $1,553,000, bank borrowings of
$3,300,000, and a portion of its cash balances to purchase 684,900 shares of its
own common stock for $2,471,000 and to pay dividends of $1,374,000 on the
Company's common stock.

Capital expenditures of $444,000 during the first six months included
computer equipment and upgrades, a cash register system for each of the three
Company-owned stores, leasehold improvements at the Company-owned stores,
corporate office and distribution facility.

The Company continues to realize substantial benefit from the
utilization of its net operating loss carryforwards (which currently total $8.5
million and expire in 2005) to reduce its federal tax liability from the 34% or
31% tax rate reflected on its statement of operations to an actual payment of
approximately 2% of taxable income. Management believes that future operations
will generate sufficient taxable income, along with the reversal of temporary
differences, to fully realize its net deferred tax asset balance ($5.1 million
as of December 26, 1999) without reliance on material, non-routine income.
Taxable income in future years at the current level would be sufficient for full
realization of the net tax asset.

This report contains certain forward-looking statements (as such term
is defined in the Private Securities Litigation Reform Act of 1995) relating to
the Company that are based on the beliefs of the management of the Company, as
well as assumptions and estimates made by and information currently available to
the Company's management. When used in this report, the words "anticipate,"
"believe," "estimate," "expect," "intend" and similar expressions, as they
relate to the Company or the Company's management, identify forward-looking
statements. Such statements reflect the current views of the Company with
respect to future events and are subject to certain risks, uncertainties and
assumptions relating to the operations and results of operations of the Company
as well as its customers and suppliers, including as a result of competitive
factors and pricing pressures, shifts in market demand, general economic
conditions and other factors including but not limited to, changes in demand for
Pizza Inn products or franchises, the impact of competitors' actions, changes in
prices or supplies of food ingredients, and restrictions on international trade
and business. Should one or more of these risks or uncertainties materialize,
or should underlying assumptions or estimates prove incorrect, actual results
may vary materially from those described herein as anticipated, believed,
estimated, expected or intended.

PART II. OTHER INFORMATION


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- ---------------------------------------------------------------------

At the Annual Meeting of Shareholders on December 14, 1999, the Company's
shareholders elected all three nominees to the Board of Directors. The results
of the voting were as follows:

NOMINEE FOR VOTES WITHHELD
------- --- ---------------

C. Jeffrey Rogers 7,160,284 73,819
F. Jay Taylor 7,160,408 73,695
Steve A. Ungerman 7,160,346 73,757



ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
- -----------------------------------------------

Exhibits:

18.1 Preferability letter regarding the change of method of accounting for
treasury share purchases dated as of February 3, 2000.

27.0 Financial Data Schedule


No reports on Form 8-k were filed in the quarter for which this report
is filed.


------
SIGNATURES
----------




Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


PIZZA INN, INC.
Registrant




By: /s/Ronald W. Parker
---------------------
Ronald W. Parker
Executive Vice President and
Principal Financial Officer





By: /s/Shawn Preator
-----------------
Shawn Preator
Controller and
Principal Accounting Officer







Dated: February 8, 2000

------
SIGNATURES
----------