SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10 - Q
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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| For the quarterly period ended February 2, 2003 | |
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| o |
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 1-10711
| WORLDWIDE RESTAURANT CONCEPTS, INC. | ||
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| (Exact Name of Registrant as specified in its Charter) | ||
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| Delaware |
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95-4307254 |
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| (State or other Jurisdiction of Incorporation or Organization) |
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(I.R.S. Employer Identification No.) |
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| 15301 Ventura Blvd., Suite 300, Building B, Sherman Oaks, California 91403 | ||
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| (Address of Principal Executive Offices, including zip code) | ||
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| (818) 662-9800 | ||
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| (Registrants telephone number, including area code) | ||
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| (Former name, former address and former fiscal year, if changed since last report) | ||
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 o |
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date.
| Class |
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Outstanding at March 3, 2003 |
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Common Stock $0.01 Par Value |
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27,232,469 shares |
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
WORLDWIDE RESTAURANT CONCEPTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(in thousands)
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February 2, |
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April 30, |
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| ASSETS |
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| Current Assets: |
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Cash and cash equivalents |
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$ |
19,942 |
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$ |
25,943 |
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Restricted cash |
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2,969 |
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2,096 |
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Receivables, net of an allowance of $793 at February 2, 2003 and $814 at April 30,
2002 |
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2,433 |
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2,101 |
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Inventories |
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4,445 |
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4,367 |
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Deferred income tax asset |
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2,653 |
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2,191 |
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Prepaid expenses and other current assets |
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2,450 |
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1,686 |
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Total current assets |
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34,892 |
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38,384 |
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| Property and equipment, net |
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65,789 |
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61,334 |
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| Property held for sale, net |
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2,357 |
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2,632 |
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| Long-term notes receivable (including $200 of related party receivables at February 2, 2003 and
April 30, 2002) |
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846 |
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974 |
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| Deferred income tax asset |
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7,234 |
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7,198 |
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| Goodwill, net |
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23,636 |
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20,940 |
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| Intangible assets, net of accumulated amortization of $741 at February 2, 2003 and $602 at April 30, 2002
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2,149 |
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2,031 |
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| Other assets |
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1,162 |
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1,866 |
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Total assets |
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$ |
138,065 |
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$ |
135,359 |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
2
WORLDWIDE RESTAURANT CONCEPTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(in thousands, except share data)
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February 2, |
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April 30, |
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| LIABILITIES AND STOCKHOLDERS EQUITY |
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| Current Liabilities: |
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Current portion of long-term debt |
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$ |
6,415 |
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$ |
5,971 |
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Accounts payable |
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8,791 |
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11,304 |
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Other current liabilities |
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20,754 |
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16,383 |
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Income taxes payable |
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1,892 |
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2,669 |
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Total current liabilities |
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37,852 |
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36,327 |
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Long-term debt, net of current portion |
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18,757 |
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23,369 |
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Deferred gains and revenues |
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9,416 |
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8,737 |
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Pension liability |
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11,346 |
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11,725 |
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Total liabilities |
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77,371 |
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80,158 |
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| Stockholders Equity: |
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Capital stock - |
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Preferred, authorized 1,000,000 shares, $5 par value; no shares issued |
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Common, authorized 50,000,000 shares, $0.01 par value; issued and outstanding 29,232,469 and 27,232,469 shares and
29,205,491 and 27,205,491 shares at February 2, 2003 and April 30, 2002, respectively |
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292 |
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292 |
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Additional paid-in capital |
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279,986 |
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279,904 |
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Accumulated deficit |
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(207,049 |
) |
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(212,566 |
) | ||
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Treasury stock, 2,000,000 shares at February 2, 2003 and at April 30, 2002, at cost
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(4,135 |
) |
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(4,135 |
) | ||
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Accumulated other comprehensive loss |
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(8,400 |
) |
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(8,294 |
) | ||
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Total stockholders equity |
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60,694 |
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55,201 |
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Total liabilities and stockholders equity |
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$ |
138,065 |
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$ |
135,359 |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
3
WORLDWIDE RESTAURANT CONCEPTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
FOR THE FORTY WEEKS ENDED FEB. 2, 2003 AND FEB. 3,
2002
(Unaudited)
(In thousands, except per share data)
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February 2, |
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February 3, |
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| Revenues |
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Restaurant sales |
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$ |
215,703 |
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$ |
197,205 |
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Franchise revenues |
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6,331 |
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6,403 |
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Total revenues |
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222,034 |
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203,608 |
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| Costs and Expenses |
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Cost of sales |
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73,152 |
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67,271 |
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Labor and related expenses |
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60,244 |
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56,292 |
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Other operating expenses (asset write downs of $355 in 2003 and $0 in 2002) |
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53,219 |
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48,945 |
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Depreciation and amortization |
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7,509 |
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7,268 |
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General and administrative expenses |
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18,240 |
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18,275 |
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Total operating costs |
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212,364 |
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198,051 |
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Operating income |
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9,670 |
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5,557 |
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Interest expense |
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2,584 |
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2,799 |
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Investment income |
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|
612 |
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|
639 |
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Other income |
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412 |
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| Income before provision for income taxes |
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7,698 |
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3,809 |
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| Provision for income taxes |
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2,181 |
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1,417 |
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| Net income |
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$ |
5,517 |
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$ |
2,392 |
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| Basic and diluted earnings per share |
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$ |
0.20 |
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$ |
0.09 |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
4
WORLDWIDE RESTAURANT CONCEPTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
FOR THE SIXTEEN WEEKS ENDED FEB. 2, 2003 AND FEB. 3,
2002
(Unaudited)
(In thousands, except per share data)
|
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February 2, |
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February 3, |
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| Revenues |
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Restaurant sales |
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$ |
87,526 |
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$ |
79,907 |
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Franchise revenues |
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2,382 |
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2,486 |
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Total revenues |
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89,908 |
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82,393 |
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| Costs and Expenses |
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Cost of sales |
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29,804 |
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27,429 |
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Labor and related expenses |
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24,487 |
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22,706 |
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Other operating expenses (asset write downs of $255 in 2003 and $0 in 2002) |
|
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21,954 |
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19,966 |
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Depreciation and amortization |
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3,180 |
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2,910 |
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General and administrative expenses |
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7,406 |
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7,498 |
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Total operating costs |
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86,831 |
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80,509 |
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Operating income |
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3,077 |
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|
1,884 |
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|
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Interest expense |
|
|
963 |
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|
1,128 |
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Investment income |
|
|
143 |
|
|
227 |
|
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|
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| Income before provision for income taxes |
|
|
2,257 |
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|
983 |
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| |
|
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| Provision for income taxes |
|
|
1,421 |
|
|
610 |
| |
| |
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| Net income |
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$ |
836 |
|
$ |
373 |
| |
| |
|
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|
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| Basic and diluted earnings per share |
|
$ |
0.03 |
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$ |
0.01 |
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| |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
5
WORLDWIDE RESTAURANT CONCEPTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE FORTY WEEKS ENDED FEB. 2, 2003 AND FEB. 3,
2002
(Unaudited)
(in thousands)
|
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Feb. 2, |
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Feb. 3, |
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|
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| OPERATING ACTIVITIES |
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|
|
|
|
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| Net income |
|
$ |
5,517 |
|
$ |
2,392 |
| |
| Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
| |
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Depreciation and amortization |
|
|
7,509 |
|
|
7,268 |
|
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Deferred income tax (provision) benefit |
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(40 |
) |
|
999 |
|
| |
Provision for bad debts |
|
|
85 |
|
|
40 |
|
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Gain on sale of assets |
|
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(282 |
) |
|
(412 |
|