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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

 

For the fiscal year ended April 30, 2003

 

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 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.    x  YES    ¨  NO

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).    ¨  YES    x  NO

 

The aggregate market value of the voting stock held by non-affiliates of the registrant as of the last business day of the second quarter, October 11, 2002, as computed by reference to the closing sale price of such shares on the New York Stock Exchange on such date, was $54,460,270.

 

The number of shares outstanding of common stock, $0.01 par value, as of June 30, 2003, was 27,317,804.

 

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 2003 annual meeting of stockholders are incorporated by reference into Part III of this Form 10-K.

 



Table of Contents

TABLE OF CONTENTS

 

Item


        Page

     PART I     

1.

  

Business

   3

2.

  

Properties

   8

3.

  

Legal Proceedings

   9

4.

  

Submission of Matters to a Vote of Security Holders

   10
    

Executive Officers of the Registrant

   10
     PART II     

5.

  

Market for Registrant’s Common Stock and Related Stockholder Matters

   12

6.

  

Selected Financial Data

   13

7.

  

Management’s Discussion and Analysis of Financial Condition and Results of Operations

   14

7A.

  

Quantitative and Qualitative Disclosures about Market Risk

   30

8.

  

Financial Statements and Supplementary Data

   F-1

9.

  

Changes in and Disagreements with Accountants on Accounting and Financial Disclosures

   32
     PART III     

10.

  

Directors and Executive Officers of the Registrant

   33

11.

  

Executive Compensation

   33

12.

  

Security Ownership of Certain Beneficial Owners and Management

   33

13.

  

Certain Relationships and Related Transactions

   33

14.

  

Controls and Procedures

   33
     PART IV     

15.

  

Exhibits, Financial Statement Schedules and Reports on Form 8-K

   34

 

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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’s® concept and the operation of KFC® franchises.

 

Restaurant Concepts

 

Sizzler® Restaurants

 

The Company operates and franchises 317 Sizzler® restaurants in the United States, Australia, Latin America, Asia and New Zealand. Sizzler® restaurants operate in the quick-casual dining market featuring a selection of grilled steak, chicken and seafood entrées, sandwiches and, 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 entrées 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 their meal.

 

Sizzler® restaurants are typically free-standing buildings that are 5,000 to 6,000 square feet providing seating for 150 to 200 guests. The restaurants are generally open for lunch and dinner seven days a week. During fiscal year 2003, 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 35.0 percent and 65.0 percent, respectively. The average restaurant check was approximately $9.47 in the United States and $8.82 in Australia ($14.25 Australian dollars).

 

In addition to operating Sizzler® restaurants, the Company franchises the Sizzler® concept. Individual franchise agreements for a Sizzler® restaurant generally provide for a 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. 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 years 2003, 2002 and 2001 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 the Consolidated Financial Statements.

 

Pat & Oscar’s® Restaurants

 

On August 30, 2000, the Company completed the acquisition of 82.0 percent of the outstanding membership interests of FFPE, LLC, (“FFPE”) a newly organized entity that owns the assets used in the operation of Pat & Oscar’s® restaurants (formerly doing business under the name “Oscar’s). 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 WRC common stock at $4.00 per share. The Company also agreed to pay an earn-out amount as of January 31, 2003, based on certain targets that were achieved. The Company calculated and accrued the earn-out of approximately $1.0 million during fiscal year 2003, which is included within other current liabilities in the consolidated balance sheet. Mr. Sarkisian, the former owner, has disputed the $1.0 million earn-out calculation and it is expected the payment of the earn-out may be delayed pending the resolution of the litigation initiated by Mr. Sarkisian. See Note 8—Commitments and Contingencies, to the Consolidated Financial Statements.

 

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The terms of the acquisition also included put and call options for the purchase of the remaining 18.0 percent minority interest. On April 16, 2002, a notice of intent to exercise one of the put options was received from an immediate family member of Mr. Sarkisian who held a portion of the 18.0 percent minority interest. This resulted in the Company acquiring an additional 5.2 percent of the outstanding membership interests of FFPE, subject to that put, for approximately $1.0 million on June 28, 2002. On October 9, 2002, the Company exercised its call option for the remaining 12.8 percent minority interest in Pat & Oscar’s and accrued approximately $1.4 million for its purchase, which is included within other current liabilities in the consolidated balance sheet. Mr. Sarkisian, the former owner, has disputed the $1.4 million and it is expected the payment and tender of the remaining 12.8 percent-interest may be delayed pending the resolution of the litigation initiated by Mr. Sarkisian. See Note 8—Commitments and Contingencies, to the Consolidated Financial Statements. The Company has accounted for the acquisition under the purchase method; accordingly the consolidated statements of income include the results of Pat & Oscar’s® since the acquisition date. To date, the acquisition has resulted in goodwill of approximately $21.9 million including the put, call and earn-out amounts.

 

Under the Pat & Oscar’s® concept, the Company operates 21 restaurants in Southern California and Arizona and features a selection of pizza, pasta, chicken, ribs and salad entrées as well as fresh home-made breadsticks served hot from the oven. Founded in 1991, Pat & Oscar’s® was a pioneer in the quick-casual restaurant market that offers 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’s® restaurants are typically free-standing buildings or end-cap sites located in regional malls, big box centers or 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’s® also offers catering, home-delivery and carry-out services, which represent approximately 48.0 percent of total revenues. During fiscal year 2003, lunch and dinner sales including catering and home-delivery were approximately 47.0 percent and 53.0 percent, respectively. The average transaction, including dine-in, take-out, delivery and catering was $7.26.

 

Operating segment information for fiscal years 2003, 2002 and 2001 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 the Consolidated Financial Statements.

 

KFC® Restaurants

 

The Company operates 109 KFC® restaurants in Queensland, and one KFC restaurant in New South Wales, Australia under franchise agreements with Yum! Brands, Inc. 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 2003, lunch and dinner sales were approximately 39.0 percent and 61.0 percent, respectively. The average check was approximately $5.75 ($9.30 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 68.0 percent of the restaurants offer drive-thru windows and approximately 21.0 percent are located in shopping mall food courts. At the end of fiscal year 2003, the Company operated 13 KFC® restaurants that offered “face-to-face” drive-thru windows where customers place their order with a restaurant staff member in person. The term of the Company’s franchise agreements vary from one to 16 years and require payment of royalties based on a percentage of sales. Agreements with remaining terms of less than 10 years have renewal options for terms varying from eight to 12 years. 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 years 2003, 2002 and 2001 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 the Consolidated Financial Statements.

 

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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 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 also owns the Pat & Oscar’s® trademark 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 the 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 and test new food products. 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 in sales with the summer months being slightly stronger followed by the spring months. The fall and winter seasons are weaker due to weather and other conditions; however Pat & Oscar’s® 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.

 

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Environmental Matters

 

Federal and state environmental regulations have not had a material effect on the Company, but increasingly 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, 2003, the Company had approximately 3,500 employees in the United States and approximately 4,950 employees in Australia. The majority of the Company’s employees in Australia are covered by union contracts that are negotiated between the Company and 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.

 

Government Regulation

 

Each of the Company’s domestic and international restaurants is subject to various federal, state, local and Australian laws where applicable, and regulations governing health, sanitation, environmental matters, safety, the sale of alcoholic beverages, 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 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. These changes have typically 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 one KFC® restaurant in 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, changes in tax rates and tax structures and foreign political and economic conditions.

 

Company Website and Information

 

The Company’s website address is www.wrconcepts.com. The Company makes available, free of charge, through its website, its annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K and amendments to these reports as soon as reasonably practicable after such material is

 

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electronically filed with or furnished to the Securities and Exchange Commission. These reports can be found under the “SEC Filings” section of the Company’s website. The information contained on the Company’s website is not incorporated by reference into this annual report on Form 10-K.

 

Whistle Blower Hotline

 

The Company has instituted the Whistle Blower hotline as mandated by the Sarbanes-Oxley Act of 2002. The toll-free phone number for the Whistler Blower hotline is 866-607-5884 and may also be found on the Company’s website at www.wrconcepts.com. All reports to the Whistle Blower hotline are transcribed and forwarded to the chairman of the audit committee for investigation.

 

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Item 2: Properties


 

At April 30, 2003 the Company operated and franchised 448 locations in 17 states and 10 countries and territories (including the USA) as illustrated below:

 

     Owned

   Franchised

   Total

USA Sizzler® Restaurants

              

State

              

Arizona

   —      6    6

California

   49    98    147

Delaware

   1    —      1

Florida

   —      6    6

Hawaii

   —      5    5

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    5    12

Oregon

   —      11    11

Texas

   —      1    1

Utah

   —      12    12

Washington

   —      5    5

Total USA

   64    167    231
    
  
  
     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

   64    180    244
    
  
  

 

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     Owned

   Franchised

   Total

International Sizzler® Restaurants

              

Countries and Territories

              

Australia

   28    —      28

Japan

   —      15    15

Korea

   —      4    4

New Zealand

   1    —      1

Taiwan

   —      2    2

Thailand

   —      21    21

Singapore

   —      2    2

Total International

   29    44    73
    
  
  

Total Sizzler®

   93    224    317
    
  
  

KFC® restaurants

              

Australia

   110    —      110

Total KFC®

   110    —      110
    
  
  

Pat & Oscar’s® restaurants

              

Arizona

   1    —      1

California

   20    —      20

Total Pat & Oscar’s®

   21    —      21
    
  
  

Total all concepts

   224    224    448
    
  
  

 

The Company operates substantially all of its restaurants subject to real property leases. The leases are generally 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 2023. Six 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 a party to certain litigation arising in the ordinary course of business which, in the opinion of management, should not have a material adverse effect upon either the Company’s consolidated financial position or results of operations. The following is a summary of the more significant cases filed against the Company:

 

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 sought monetary damages for sickness and in one case, death as a result of consuming allegedly contaminated food at the two restaurants. The Company’s meat supplier, Excel Corporation (“Excel”) and the Company’s franchisee, E&B Management Company, and E&B Management Company’s principals were named defendants in some of the cases. The Company filed cross-claims against its franchisee and Excel. Approximately 130 claims have been resolved and all but one case has been settled. On June 19, 2002, the trial court issued an order dismissing all claims against Excel, including those filed by the Company and the plaintiffs. On May 13, 2003, that order was reversed in a unanimous decision by a three judge panel of the Court of Appeals of the State of Wisconsin, and as a result all claims filed by the Company and the plaintiffs were

 

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reinstated. On June 12, 2003, Excel filed a Petition For Review in the Supreme Court of Wisconsin to appeal the decision of the court of appeals. The Company believes that the resolution of all claims associated with the E.coli incident will not have a material impact on the Company’s financial position or results of operations; however, the outcome is uncertain.

 

In fiscal years 2003, 2002 and 2001, the Company received advance payments of $0.7 million, $1.0 million and $0.1 million, respectively, 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 and 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 Income.

 

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 a material adverse impact on the Company’s financial position or results of operations.

 

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 a material impact on the Company’s financial position or results of operations.

 

John Sarkisian, former CEO of the Company’s Pat & Oscar’s division, filed a lawsuit against the Company and its President/CEO alleging wrongful termination, breach of contract, fraud and misrepresentation relating to the Company’s acquisition of Pat & Oscar’s®. The lawsuit sought monetary damages, injunctive relief and rescission of the purchase agreement. On June 5, 2003, a California Superior Court judge in San Diego County, ruled in favor of the Company on all claims brought by Mr. Sarkisian. The Court has not yet entered final judgment. Mr. Sarkisian will have 60 days from service of the notice of entry of judgment in which to file a notice of appeal.

 

Item 4: Submission of Matters to a Vote of Security Holders


 

None.

 

Executive Officers of the Registrant as of June 30, 2003


 

The following are the Executive Officers of the Company as of June 30, 2003:

 

Charles L. Boppell

   61    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

   51    Executive Vice President of the Company and President and Chief Executive Officer of the Company’s

 

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          International Operations since 1997. Director of the Company (1994 to present). President and Chief Executive Officer of the Company (1994-1997).

Kenneth Cole

   49    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). President and Chief Executive Officer of 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

   50    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).

Michael B. Green

   57    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

   37    Vice President of Strategic Planning of the Company since 1999. Director of Financial Analysis of Times Mirror Company (1996-1999).

Mary E. Arnold

   44    Vice President and Controller of the Company since 2000. Controller of the Company (1999-2000). Vice President Finance of The Intergroup Corporation (1999). Vice President Finance and Controller of Koo Koo Roo, Inc. (1994-1998).

John Burns

   61    Vice President of Purchasing of the Company since 2001. Vice President of Purchasing of Sizzler USA, Inc. since 1997. Vice President of Purchasing and Distribution of Family Restaurants, Inc. (1994-1997).

 

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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, 2003, the number of record holders of the Company’s common stock was 1,634. 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:

 

     2003

   2002

     High

   Low

   High

   Low

First Quarter

   $ 3.080    $ 1.920    $ 1.550    $ 1.300

Second Quarter

     2.670      1.750      1.500      0.950

Third Quarter

     2.890      2.100      1.690      1.040

Fourth Quarter

     2.610      2.350      2.390      1.300

 

Common Stock Dividends

 

The Company has not declared any cash dividends during the three most recent fiscal years and does not expect to pay any dividends in the foreseeable future. Future dividends, if any, will depend on a number of factors, including earnings, financial position, capital requirements and other relevant factors.

 

Stock Option Plans

 

The table below breaks out the stock option plans that were in effect as of April 30, 2003:

 

     (a)

   (b)

   (c)

Plan Category


   Number of Securities to
be issued upon
exercise of outstanding
options, warrants, and
rights


   Weighted-average
exercise price of
outstanding options,
warrants, and rights.


   Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column (a)


Equity compensation plans approved by security holders

   3,422,000    $ 2.09    704,000

Equity compensation plans not approved by security holders

   —        —      —