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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)
 
Registrant’s 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 registrant’s 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 registrant’s proxy statement for its 2002 annual meeting of stockholders are incorporated by reference into Part III of this Form 10-K.
 


 
TABLE OF CONTENTS
 
Item

       
Page

    
PART I
    
1.
     
3
2.
     
7
3.
     
8
4.
     
9
       
9
    
PART II
 
    
5.
     
11
6.
     
12
7.
     
13
7A.
     
25
8.
     
F-1
9.
     
26
    
 
PART III
 
    
10.
     
27
11.
     
27
12.
     
27
13.
     
27
    
PART IV
 
    
14.
     
28

2


PART I
 
Item 1:     Business
 
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 & Oscar’sSM 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 Company’s 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 Management’s Discussion and Analysis of Financial Condition and Results of Operations and in Note 11—Information by Industry Segment and Geographic Area, to Consolidated Financial Statements.
 
Pat & Oscar’sSM 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 “Oscar’s.” On April 18, 2001, the Company changed the name of the concept to Pat & Oscar’sSM. The terms of the acquisition included the Company’s 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 2—Pat & Oscar’s, 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 & Oscar’s since the acquisition date. To date the acquisition resulted in goodwill of approximately $19.2 million before potential earn-outs.            
 
The Pat & Oscar’sSM 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 & Oscar’s 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 & Oscar’sSM 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 & Oscar’sSM 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 Management’s Discussion and Analysis of Financial Condition and Results of Operations and in Note 11—Information 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 Company’s 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 Management’s Discussion and Analysis of Financial Condition and Results of Operations and in Note 11—Information 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 & Oscar’sSM 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 Company’s 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 Company’s 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 & Oscar’sSM 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s employees work part-time and are paid on an hourly basis.

5


 
Government Regulation
 
Each of the Company’s 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 Company’s 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


 
Item 2:     Properties
 
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 & Oscar’sSM restaurants
                
Arizona
  
1
    
—  
  
1
California
  
14
    
—  
  
14
Total Pat & Oscar’sSM
  
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 & Oscar’s 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 Company’s meat supplier, Excel Corporation and the Company’s franchisee, E&B Management Company and E&B Management Company’s 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 court’s 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 Company’s primary general liability and workers’ compensation carrier during the period May 1, 1997 through May 1, 1999 and was the Company’s 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 Company’s 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 Reliance’s 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 Company’s 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 Company’s 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 Company’s Pat & Oscar’s 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 Company’s acquisition of the Pat & Oscar’s 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 Company’s 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 Damon’s International, Inc. (1988-1999).
 
Robert Holden
 
45

  
President and Chief Executive Officer of Pat & Oscar’s 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 Registrant’s Common Stock and Related Stockholder Matters
 
Market Information
 
The Company’s 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 Company’s common stock was 1,681. The high and low closing sales prices for a share of the Company’s 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