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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark one)
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended April 30, 2002 or
¨ 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 1-10711
WORLDWIDE RESTAURANT CONCEPTS, INC.
(Exact name of registrant as specified in its charter)
| Delaware |
|
95-4307254 |
| (State or Other Jurisdiction of
Incorporation or Organization) |
|
(I.R.S. Employer Identification
No.) |
15301 Ventura Blvd., Suite 300, Building B, Sherman Oaks, California
91403
(Address of principal executive offices, including zip code)
Registrants telephone number, including area code: (818) 662-9800
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class
|
|
Name of each exchange on which
registered
|
| Common Stock, $.01 Par Value |
|
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 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. x YES ¨ NO
The aggregate market value of the voting stock held by non-affiliates of the
registrant on June 30, 2002, computed by reference to the closing sale price of such shares on such date was $79,784,295.
The number of shares outstanding of common stock, $0.01 par value, as of June 30, 2002, was 27,230,135.
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants
knowledge, in definitive proxy or information statements incorporated by reference in Part III of the Form 10-K or any amendment to this Form 10-K. x
Portions of the registrants proxy statement for its 2002 annual meeting of stockholders are incorporated by reference into Part III
of this Form 10-K.
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PART I |
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PART II |
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F-1 |
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PART III |
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PART IV |
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28 |
2
PART I
General
Worldwide Restaurant Concepts, Inc. and its subsidiaries (hereinafter collectively referred to as WRC or the Company) are principally engaged in the
operation, development and franchising of the Sizzler® concept, the operation
and development of the Pat & OscarsSM concept and the operation of KFC® franchises.
Effective September 4, 2001, the Company changed its name from Sizzler International, Inc. to Worldwide Restaurant Concepts, Inc. in order to better reflect the
Companys position as a multi-national and multi-concept company.
Restaurant Concepts
Sizzler® Restaurants
The Company operates and franchises
331 Sizzler® restaurants in the United States, Australia, Latin America and
Asia. Sizzler® restaurants operate in the mid-scale casual dining market
featuring a selection of grilled steak, chicken and seafood entrees, sandwiches, specialty platters, as well as a fresh fruit and salad bar in a casual dining environment. Sizzler® restaurants provide guests with a service system in which guests place orders and pay upon entering the restaurant and are
then seated and assisted by a server who delivers entrees and follows-up on guest service. This system combines the benefits of convenience with the experience of a full service restaurant. Sizzler® restaurants in Asia have moved to full table service where customers are served at the table and pay after the meal on
exit.
Sizzler® restaurants are typically free-standing buildings that are 5,000 to 6,000 square feet providing seating for 150 to 200
guests. Sizzler® restaurants are generally open for lunch and dinner seven days
a week. During fiscal year 2002, lunch and dinner sales were approximately 41.0 percent and 59.0 percent, respectively, in the United States. In Australia, lunch and dinner sales were approximately 34.0 percent and 66.0 percent, respectively. The
average restaurant check was approximately $9.58 in the United States and $13.42 Australian dollars in Australia.
In addition to operating Sizzler® restaurants, the Company
franchises the Sizzler® concept. Individual franchise agreements for a
Sizzler® restaurant provide a franchise term of 20 years. Payment of the
initial franchise fee entitles the franchisee to assistance with planning and construction of the restaurant and initial management training. Additionally, franchisees pay royalties based on a percentage of gross sales. Multi-unit franchise
development agreements may offer reduced initial franchise fees and royalties. Franchisees are required to contribute a percentage of gross sales to a national advertising fund and may contribute to regional cooperative advertising funds.
Operating segment information for fiscal year 2002, 2001 and 2000 is included in Managements Discussion and
Analysis of Financial Condition and Results of Operations and in Note 11Information by Industry Segment and Geographic Area, to Consolidated Financial Statements.
Pat & OscarsSM Restaurants
On August 30, 2000, the Company completed the acquisition of 82.0
percent of the outstanding membership interests of FFPE, LLC, a newly organized entity that owns the assets used in the operation of restaurants formerly doing business under the name Oscars. On April 18, 2001, the Company changed
the name of the concept to Pat & OscarsSM. The terms of the acquisition included the
Companys payment of approximately $15.2 million in cash and issuance of warrants to purchase up to 1,250,000 shares of Company common stock at $4.00 per share. The Company has agreed to pay an earn-out amount as of February 28, 2003, which may
amount to as much as $8.1 million if certain targets are achieved. The terms of the agreement include put and call options for the purchase of the 18.0
3
percent minority interest (see Note 2Pat & Oscars, to Consolidated Financial
Statements). On April 16, 2002, a notice of intent to exercise one of the put options was received and on June 28, 2002, the Company acquired an additional 5.2 percent of the outstanding membership interests of FFPE, LLC for a payment of
approximately $1.0 million. The Company has accounted for the acquisition under the purchase method;
accordingly the statements of operations include the results of Pat & Oscars since the acquisition date. To date the acquisition resulted in goodwill of approximately $19.2 million before potential
earn-outs.
The Pat &
OscarsSM concept operates 15 restaurants in Southern California and Arizona that feature a
selection of pizza, pasta, chicken, ribs and salad entries. Founded in 1991, Pat & Oscars was a pioneer in the quick-casual market that features great tasting, homemade food promptly served in a clean, relaxed and friendly atmosphere. This
system combines the benefits of convenience with the experience of a full service restaurant.
Pat &
OscarsSM restaurants are typically free-standing buildings or end-cap sites located in strip malls
that are 5,500 to 6,500 square feet including patios ranging from 500 to 2,000 square feet. Approximately 200 to 250 seats are available. Pat & OscarsSM also offers catering and home delivery services, which represent approximately 15.0 percent of total revenues. During fiscal year 2002, lunch and dinner sales including catering and home
delivery were approximately 45.0 percent and 55.0 percent, respectively.
Operating segment information for fiscal
year 2002, 2001 and 2000 is included in Managements Discussion and Analysis of Financial Condition and Results of Operations and in Note 11Information by Industry Segment and Geographic Area, to Consolidated Financial Statements.
KFC® Restaurants
The Company operates 107 KFC®
restaurants in Queensland, Australia under franchise agreements with Yum! Brands, Inc., formerly Tricon Global Restaurants, Inc. (Franchisor or Yum! Brands). KFC® restaurants in Australia operate in the quick service dining market and feature fried chicken, sandwiches and various side
orders such as biscuits, fries, sodas and mashed potatoes. During fiscal year 2002, lunch and dinner sales were approximately 39.0 percent and 61.0 percent, respectively. The average check was approximately $8.81 in Australian dollars.
KFC® restaurants are typically free-standing buildings that are 1,875 to 2,500
square feet providing seating for 20 to 65 guests. Approximately 69.0 percent of the restaurants offer drive-thru windows and approximately 18.0 percent are located in shopping mall food courts. At the end of the fiscal year 2002, KFC® operated 12 restaurants that offered face-to-face drive-thru windows. The term
of the Companys franchise agreements vary from 8 to 22 years and require payment of royalties based on a percentage of sales. As a franchisee, the Company is required to contribute a percentage of revenues to a national Australian cooperative
advertising fund administered by the Franchisor and contribute to local advertising initiatives.
Operating
segment information for fiscal year 2002, 2001 and 2000 is included in Managements Discussion and Analysis of Financial Condition and Results of Operations and in Note 11Information by Industry Segment and Geographic Area, to
Consolidated Financial Statements.
Suppliers
The Company has entered into distribution arrangements with a number of suppliers of food and other products and services used by its restaurants. From time to time the
Company makes advance purchases of selected commodity items to minimize cost fluctuations. Although wholesale commodity prices are subject to change due to various economic conditions, the Company has in the past been able to obtain sufficient
supplies to carry on its businesses and the Company believes that it will be able to do so in the future.
Trademarks and Service
Marks
The Company owns certain domestic and international registered trademarks, trade names and service
marks which are of material importance to its business. The Company owns Sizzler® and certain other registered trademarks, trade names and service marks that it licenses to its franchisees. The Company
4
also owns the Pat & OscarsSM service mark and has been granted a license to use certain trademarks, trade names and service marks, which relate to the operation of
KFC® restaurants in Australia pursuant to the franchise agreements with the
Franchisor. The Company has a first right of refusal to open Taco Bell®
restaurants in Queensland, Australia subject to certain conditions in the event its Franchisor commences development of this market.
Research and Development
The Company continuously evaluates and updates its menus and
restaurant concepts. The Companys research and marketing staff, in conjunction with outside consultants and food suppliers, develop new products. Before being introduced, new menu items are tested and evaluated for guest satisfaction, quality
and profitability.
The Company intends to continue its existing research programs to develop new food products
and evaluate marketing activities and the costs associated with these activities are not expected to be material to the Company.
Seasonality
The Companys operations are subject to seasonal fluctuation with sales
during the summer months being slightly stronger followed by the spring months. The fall and winter seasons are weaker due to the weather and other conditions, however Pat & OscarsSM catering sales are typically higher during the winter holidays. The overall effect of seasonality is moderated to a limited extent because the
Australian seasons are in reverse of the seasons in the United States.
Working Capital Requirements
The Companys working capital requirements generally do not fluctuate significantly during the year because revenues consist
primarily of cash sales and there is a rapid turnover of inventory. The Company does not carry significant inventories of beef, poultry, seafood, produce or other food products because these items are ordered and delivered two or more times per
week.
Competition
The restaurant business is highly competitive and is impacted by changes in consumer eating preferences, demographic and socio-cultural patterns, and local and national economic conditions that may affect spending habits.
The Companys restaurants compete directly and indirectly with a large number of national and regional restaurant establishments, as well as with independently owned restaurants that offer moderately priced steak, chicken, salads and other menu
items. The Company relies on innovative concept development, marketing techniques and promotions and competes with other restaurants in terms of perceived value, variety and quality of menu items, service, and price. There are other companies
engaged in restaurant operations and franchising programs similar to the Companys that have greater financial resources and a higher volume of sales than the Company.
Environmental Matters
Federal and state environmental
regulations have not had a material effect on the Company, but more stringent and unique requirements of various local government bodies with respect to zoning, land use and environmental factors sometimes impact construction of new restaurants or
remodels of existing restaurants.
Employees
At April 30, 2002, the Company had approximately 3,665 employees in the United States and approximately 4,960 employees in Australia. The majority of the Companys
employees in Australia are covered by union contracts that are negotiated between national and state governments and applicable unions on behalf of all hourly restaurant employees. Labor relations with employees have traditionally been good. The
majority of the Companys employees work part-time and are paid on an hourly basis.
5
Government Regulation
Each of the Companys domestic and international restaurants are subject to various federal, state, local and Australian laws where applicable and regulations
governing health, sanitation, environmental matters, safety, the sale of alcoholic beverages and regulations regarding wages, hiring and employment practices. The Company believes it has all material licenses and approvals required to operate its
business, and that its operations are in material compliance with applicable laws and regulations.
Inflation
Increases in interest rates and the costs of labor, food, utilities and construction can significantly affect the
Companys operating results. Management believes that the current practices of maintaining adequate operating margins through an appropriate combination of menu price increases and cost controls, careful management of working capital and
evaluation of property and equipment needs are its most effective means of dealing with inflation.
Other
The Company is aware of industry concerns regarding the potential impact of possible further increases in the minimum wage, increases in
utility costs, the increased marketing of prepared foods by grocery and convenience stores, customer resistance to increases in menu prices, the growth of home delivery of prepared foods, increased concerns over the nutritional value of foods,
compliance with existing or proposed health and safety legislation, changes in domestic and international economies, threats regarding potential terrorist activities and other similar contingencies. The Company is unable to predict the possible
impact of such factors on its business. However, in the past, the Company has been able to address these changes in the business climate by passing certain associated costs along to its customers, because the changes have generally impacted all
restaurant companies.
Risks Associated With Foreign Operations
The Company operates Sizzler® restaurants in several Australian states and one in New Zealand, as well
as KFC® restaurants in Queensland and New South Wales, Australia. The Company also licenses the right to operate Sizzler®
restaurants to franchisees in a number of countries and U.S. territories. Possible risks associated with such operations include fluctuations in currency exchange rates, higher rates of inflation, possible changes in tax rates and tax structures,
and possible foreign political and economic conditions.
6
At April 30, 2002 the Company operated and franchised 453
locations in 17 states and 11 countries and territories (including USA) as illustrated below:
| |
|
Owned
|
|
Franchised
|
|
Total
|
| USA Sizzler® Restaurants |
|
|
|
|
|
|
| State |
|
|
|
|
|
|
| Arizona |
|
|
|
6 |
|
6 |
| California |
|
51 |
|
98 |
|
149 |
| Delaware |
|
1 |
|
|
|
1 |
| Florida |
|
|
|
6 |
|
6 |
| Hawaii |
|
|
|
6 |
|
6 |
| Idaho |
|
|
|
5 |
|
5 |
| Missouri |
|
|
|
1 |
|
1 |
| Montana |
|
|
|
2 |
|
2 |
| Nebraska |
|
|
|
4 |
|
4 |
| Nevada |
|
3 |
|
2 |
|
5 |
| New Jersey |
|
4 |
|
2 |
|
6 |
| New Mexico |
|
|
|
2 |
|
2 |
| New York |
|
7 |
|
6 |
|
13 |
| Oregon |
|
|
|
11 |
|
11 |
| Texas |
|
|
|
1 |
|
1 |
| Utah |
|
|
|
12 |
|
12 |
| Washington |
|
|
|
5 |
|
5 |
| Total USA |
|
66 |
|
169 |
|
235 |
| |
|
|
|
|
|
|
| |
|
Owned
|
|
Franchised
|
|
Total
|
| Latin American Sizzler® Restaurants |
|
|
|
|
|
|
| Countries and Territories |
|
|
|
|
|
|
| Guatemala |
|
|
|
5 |
|
5 |
| Puerto Rico |
|
|
|
8 |
|
8 |
| Total Latin America |
|
|
|
13 |
|
13 |
| |
|
|
|
|
|
|
| Total Sizzler® USA & Latin America |
|
66 |
|
182 |
|
248 |
| |
|
|
|
|
|
|
7
| |
|
Owned
|
|
Franchised
|
|
Total
|
| International Sizzler® Restaurants |
|
|
|
|
|
|
| Countries and Territories |
|
|
|
|
|
|
| Australia |
|
29 |
|
|
|
29 |
| Indonesia |
|
|
|
6 |
|
6 |
| Japan |
|
|
|
20 |
|
20 |
| Korea |
|
|
|
3 |
|
3 |
| New Zealand |
|
1 |
|
|
|
1 |
| Taiwan |
|
|
|
2 |
|
2 |
| Thailand |
|
|
|
19 |
|
19 |
| Singapore |
|
|
|
3 |
|
3 |
| Total International |
|
30 |
|
53 |
|
83 |
| |
|
|
|
|
|
|
| Total Sizzler® |
|
96 |
|
235 |
|
331 |
| |
|
|
|
|
|
|
| |
| KFC® restaurants |
|
|
|
|
|
|
| Australia |
|
107 |
|
|
|
107 |
| Total KFC® |
|
107 |
|
|
|
107 |
| |
|
|
|
|
|
|
| |
| Pat & OscarsSM restaurants |
|
|
|
|
|
|
| Arizona |
|
1 |
|
|
|
1 |
| California |
|
14 |
|
|
|
14 |
| Total Pat & OscarsSM |
|
15 |
|
|
|
15 |
| |
|
|
|
|
|
|
| Total all concepts |
|
218 |
|
235 |
|
453 |
| |
|
|
|
|
|
|
The Company operates substantially all of its restaurants subject
to real property leases. The leases generally are for primary terms of 5 to 20 years, with two or three five-year renewal options and expire on various dates up to the year 2021. A small number of franchised restaurants are also located on property
owned or leased by the Company. Periodically the Company reviews the appropriateness of owning versus leasing restaurant locations.
In addition to the restaurant locations set forth above, the Company leases office space in Sherman Oaks, California that serves as its corporate headquarters. The Company also leases regional offices in San Diego,
California and Queensland, Australia to support Pat & Oscars and its international operations, respectively.
Item 3:
Legal Proceedings
The Company is subject to various lawsuits, claims and
other legal matters that arise in the ordinary course of conducting its business.
Two subsidiaries of the Company
were named as defendants in 12 lawsuits arising out of an E.coli incident at two franchised locations in Milwaukee, Wisconsin in July 2000. The plaintiffs seek monetary damages in amounts to be determined for sickness or death as a result of
consuming allegedly contaminated food at the two restaurants. The Companys meat supplier, Excel Corporation and the Companys franchisee, E&B Management Company and E&B Management Companys principals are named defendants in
some of the cases. The Company has filed cross-claims against its franchisee and Excel. Approximately 130 claims have been resolved and all but two cases have been settled. On June 19, 2002, the Court issued an order dismissing all claims against
Excel, including those filed by the Company and the plaintiffs. The Company and plaintiffs intend to file timely appeals of the courts decision. The Company believes that the resolution of all claims associated with the E.coli incident will
not have any material impact on the Company or its financial position.
8
In April 2002 the Company received an advance payment of $1.0 million from its
insurance carrier, National Union Fire Insurance Company of Pittsburgh, Pennsylvania in recognition of undisputed proceeds payable from its insurance policy covering business interruption/lost profits arising out of the July 2000 E.coli incident in
Milwaukee, Wisconsin. These proceeds are recorded as an offset to other operating expenses in the Consolidated Statements of Operations.
On October 3, 2001, upon the petition of the Insurance Commissioner of the Commonwealth of Pennsylvania, Reliance Insurance Company (Reliance) was declared insolvent and became subject to Pennsylvania state law
liquidation proceedings. Reliance was the Companys primary general liability and workers compensation carrier during the period May 1, 1997 through May 1, 1999 and was the Companys first level excess general liability carrier with
respect to claims against the Company arising out of the July 2000 E.coli incident in Milwaukee. As a result of the legal proceedings affecting Reliance, the Companys ability to recover funds under its liability policies with this carrier,
whether relating to the Milwaukee incident or otherwise, may be substantially limited. However, based on the amount of its primary general liability coverage under policies with other carriers, as well as anticipated results of the pending
litigation in Milwaukee and other claims, the Company does not believe that Reliances liquidation proceedings are likely to have any material impact upon the Company or its financial position.
On June 1, 2001, The Independent Insurance Co., the Companys primary general liability insurance carrier in Australia for the period
May 1, 2000 through April 30, 2001, commenced liquidation proceedings. Based upon an assessment of the pending and possible future claims which may be filed over a five year period, the Companys ability to recover funds under its general
liability policies with this carrier may be substantially limited. Nevertheless, the Company does not believe that The Independent Insurance Co.s liquidation is likely to have any material impact upon the Company or its financial position.
John Sarkisian, former CEO of the Companys Pat & Oscars division filed a lawsuit against the
Company and its President and CEO alleging wrongful termination and breach of contract, fraud and misrepresentation relating to the Companys acquisition of the Pat & Oscars restaurant chain. The lawsuit seeks monetary damages,
injunctive relief and rescission of the purchase agreement. The Company believes the allegations in the lawsuit are without merit and does not expect the case will have any material impact upon the Company or its financial position.
Item 4:
Submission of Matters to a Vote of Security Holders
None.
Executive Officers of the Registrant as of June 30, 2002
The following are the
Executive Officers of the Company as of June 30, 2002:
| Charles L. Boppell |
|
60
|
|
President and Chief Executive Officer of the Company since 1999. Director of the Company since April 1999. President
and Chief Executive Officer of La Salsa Holding Company (1993-1999). |
| Kevin W. Perkins |
|
50
|
|
Executive Vice President of the Company and President and Chief Executive Officer of the Companys International
Operations since 1997. Director of the Company (1994 to present). President and Chief Executive Officer of the Company (1994-1997). |
| Kenneth Cole |
|
48 |
|
President and Chief Executive Officer of Sizzler USA, Inc. since May 2001. President and Chief Executive Officer of
Blue Chalk Café (d/b/a Left at Albuquerque) (1999-2001). |
9
| |
|
|
|
President and Chief Executive Officer Damons International, Inc. (1988-1999). |
| Robert Holden |
|
45
|
|
President and Chief Executive Officer of Pat & Oscars division since April 2002 and Chief Operating Officer
of the Company since 2001, Vice President of Rio Bravo (1999-2001), Executive Vice President of Johnny Rockets Group, Inc. (1995-1999). |
| A. Keith Wall |
|
49
|
|
Vice President and Chief Financial Officer of the Company since 2001. Vice President and Chief Financial Officer of
Central Financial Acceptance Corporation (1998-2001). Vice President and Chief Financial Officer of Central Rents, Inc. (1996-1998). |
| Diane Hardesty |
|
51
|
|
Vice President and Chief Administrative Officer of the Company since 2000. Vice President of the Company since 1999.
Vice President of La Salsa Holding Company (1995-1999). |
| Michael B. Green |
|
56
|
|
Vice President, General Counsel and Secretary of the Company since 1999. Vice President, General Counsel and
Secretary of Sizzler USA, Inc. (1997-present). Assistant General Counsel of the Company (1995-1997). |
| Kimberley Forster |
|
36
|
|
Vice President of Strategic Planning of the Company since 1999. Director of Financial Analysis, Times Mirror Company
(1996-1999). |
| Mary E. Arnold |
|
43
|
|
Vice President and Controller of the Company since 2000. Controller of the Company (1999-2000). Vice President
Finance, The Intergroup Corporation (1999). Vice President Finance and Controller, Koo Koo Roo, Inc. (1994-1998). |
| John Burns |
|
60 |
|
Vice President of Purchasing of the Company since 2001. Vice President of Purchasing of Sizzler USA since 1997. Vice
President of Purchasing and Distribution, Family Restaurants, Inc. (1994-1997). |
10
PART II
Item 5:
Market For Registrants Common Stock and Related Stockholder Matters
Market Information
The Companys common stock is listed on the New York Stock Exchange (NYSE) under the symbol
SZ. As of June 30, 2002, the number of record holders of the Companys common stock was 1,681. The high and low closing sales prices for a share of the Companys common stock as reported on the NYSE, by quarter, for the past
two fiscal years are as follows:
| |
|
2002
|
|
2001
|
| |
|
High
|
|
Low
|
|
High
|
|
Low
|
| First Quarter |
|
$ |
1.550 |
|
$ |
1.300 |
|
$ |
3.000 |
|
$ |
2.250 |
| Second Quarter |
|
|
1.500 |
|
|
0.950 |
|
|
2.380 |
|
|
1.250 |
| Third Quarter |
|
|
1.690 |
|
|
1.040 |
|
|
2.130 |
|
|
1.440 |
| Fourth Quarter |
|
|
2.390 |
|
|
1.300 |
|
|
1.910 |
|
|
0.990 |
Common Stock Dividends
The Company has not declared any cash dividends during the three most recent fiscal years. Future dividends will depend on a number of factors, including earnings,
financial position, capital requirements and other relevant factors. The Company does not expect to pay any dividends in the foreseeable future.
Stock Option Plans
The table below breaks out the stock option plans that were in effect
as of April 30, 2002:
| |
|
(a) |
|
(b) |
|
(c) |
| Plan Category
|
|
Number of Securities to be
issued upon exercise of outstanding options,
warrants, and rights
|
|
Weighted-average exercise
price outstanding options, warrants, and rights.
|
|
Number of securities remaining available for |