UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10 - Q
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended February 6, 2005
or
| ¨ | 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.
(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)
(818) 662-9800
(Registrant’s telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or 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 ¨ No x
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act.)
Yes x No ¨
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
| Class |
Outstanding at April 22, 2005 | |
| Common Stock $0.01 Par Value | 27,865,264 shares |
PART I. FINANCIAL INFORMATION
| ITEM 1. | FINANCIAL STATEMENTS |
WORLDWIDE RESTAURANT CONCEPTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(in thousands)
| February 6, 2005 |
April 30, 2004 | |||||
| ASSETS | ||||||
| Current Assets: |
||||||
| Cash and cash equivalents |
$ | 28,182 | $ | 24,755 | ||
| Restricted cash |
6,072 | 5,131 | ||||
| Receivables, net of an allowance of $465 at February 6, 2005 and $641 at April 30, 2004 |
2,834 | 2,042 | ||||
| Inventories |
5,928 | 4,807 | ||||
| Deferred income taxes |
3,169 | 3,169 | ||||
| Prepaid expenses and other current assets |
2,547 | 2,718 | ||||
| Assets related to restaurants held for sale |
2,838 | 5,417 | ||||
| Total current assets |
51,570 | 48,039 | ||||
| Property and equipment, net |
67,818 | 75,471 | ||||
| Long-term notes receivable, net (including $200 related party receivables at February 6, 2005 and $200 at April 30, 2004) |
1,698 | 912 | ||||
| Deferred income taxes |
8,662 | 10,757 | ||||
| Goodwill |
1,723 | 23,647 | ||||
| Intangible assets, net of accumulated amortization of $1,269 at February 6, 2005 and $1,068 at April 30, 2004 |
2,037 | 2,090 | ||||
| Other assets |
966 | 1,127 | ||||
| Total assets |
$ | 134,474 | $ | 162,043 | ||
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 par value)
| February 6, 2005 |
April 30, 2005 |
|||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current Liabilities: |
||||||||
| Current portion of long-term debt |
$ | 6,932 | $ | 7,156 | ||||
| Accounts payable |
13,594 | 12,396 | ||||||
| Other current liabilities |
24,431 | 23,334 | ||||||
| Income taxes payable |
3,679 | 4,056 | ||||||
| Total current liabilities |
48,636 | 46,942 | ||||||
| Long-term debt, net of current portion |
9,286 | 30,809 | ||||||
| Deferred gains, rent and landlord incentives |
18,764 | 11,894 | ||||||
| Pension liability |
13,566 | 14,031 | ||||||
| Total liabilities |
90,252 | 103,676 | ||||||
| Minority interest |
26,667 | 14 | ||||||
| Stockholders’ Equity: |
||||||||
| Capital stock - |
||||||||
| Preferred, authorized 1,000 shares, $5 par value; no shares issued and outstanding |
— | — | ||||||
| Common, authorized 50,000 shares, $0.01 par value; issued and outstanding 29,661 and 27,661 shares and 29,438 and 27,438 shares at February 6, 2005 and April 30, 2004, respectively |
297 | 294 | ||||||
| Additional paid-in capital |
260,485 | 280,442 | ||||||
| Accumulated deficit |
(226,009 | ) | (204,706 | ) | ||||
| Treasury stock, 2,000 shares at February 6, 2005 and at April 30, 2004, at cost |
(4,135 | ) | (4,135 | ) | ||||
| Accumulated other comprehensive loss |
(13,083 | ) | (13,542 | ) | ||||
| Total stockholders’ equity |
17,555 | 58,353 | ||||||
| Total liabilities and stockholders’ equity |
$ | 134,474 | $ | 162,043 | ||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
WORLDWIDE RESTAURANT CONCEPTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE SIXTEEN WEEKS ENDED FEBRUARY 6, 2005 AND FEBRUARY 1, 2004
(Unaudited)
(In thousands, except per share data)
| February 6, 2005 |
February 1, 2004 |
|||||||
| (as restated, see Note 2) |
||||||||
| Revenues |
||||||||
| Restaurant sales |
$ | 107,518 | $ | 102,591 | ||||
| Franchise revenues |
2,813 | 2,570 | ||||||
| Total revenues |
110,331 | 105,161 | ||||||
| Costs and Expenses |
||||||||
| Cost of sales |
37,146 | 36,083 | ||||||
| Labor and related expenses |
28,732 | 28,420 | ||||||
| Other operating expenses |
26,128 | 26,779 | ||||||
| Depreciation and amortization |
3,843 | 3,533 | ||||||
| General and administrative expenses |
9,546 | 8,678 | ||||||
| Gains on sale-leaseback and legal settlement |
(3,161 | ) | — | |||||
| Asset impairment |
2,771 | — | ||||||
| Goodwill impairment |
21,924 | — | ||||||
| Total operating costs |
126,929 | 103,493 | ||||||
| Operating income (loss) |
(16,598 | ) | 1,668 | |||||
| Interest expense |
830 | 1,076 | ||||||
| Investment income |
251 | 162 | ||||||
| Income (loss) before income taxes and minority interest |
(17,177 | ) | 754 | |||||
| Provision for income taxes |
4,583 | 1,646 | ||||||
| Minority interest expense (benefit), net of tax |
888 | (80 | ) | |||||
| Net loss |
$ | (22,648 | ) | $ | (812 | ) | ||
| Basic loss per share |
$ | (0.82 | ) | $ | (0.03 | ) | ||
| Diluted loss per share |
$ | (0.82 | ) | $ | (0.05 | ) | ||
| Weighted average common shares outstanding: |
||||||||
| Basic |
27,648 | 27,395 | ||||||
| Diluted |
27,648 | 27,395 | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
WORLDWIDE RESTAURANT CONCEPTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE FORTY WEEKS ENDED FEBRUARY 6, 2005 AND FEBRUARY 1, 2004
(Unaudited)
(In thousands, except per share data)
| February 6, 2005 |
February 1, 2004 |
|||||||
| (as restated, see Note 2) |
||||||||
| Revenues |
||||||||
| Restaurant sales |
$ | 264,511 | $ | 252,662 | ||||
| Franchise revenues |
7,188 | 6,661 | ||||||
| Total revenues |
271,699 | 259,323 | ||||||
| Costs and Expenses |
||||||||
| Cost of sales |
90,864 | 87,162 | ||||||
| Labor and related expenses |
71,350 | 69,523 | ||||||
| Other operating expenses |
65,060 | 64,228 | ||||||
| Depreciation and amortization |
9,511 | 8,967 | ||||||
| General and administrative expenses |
23,529 | 20,849 | ||||||
| Gains on sale-leaseback and legal settlement |
(3,161 | ) | — | |||||
| Asset impairment |
3,067 | 177 | ||||||
| Goodwill impairment |
21,924 | — | ||||||
| Total operating costs |
282,144 | 250,906 | ||||||
| Operating income (loss) |
(10,445 | ) | 8,417 | |||||
| Interest expense |
2,269 | 2,357 | ||||||
| Investment income |
492 | 423 | ||||||
| Income (loss) before income taxes and minority interest |
(12,222 | ) | 6,483 | |||||
| Provision for income taxes |
7,224 | 3,688 | ||||||
| Minority interest expense (benefit) |
1,857 | (109 | ) | |||||
| Net income (loss) |
$ | (21,303 | ) | $ | 2,904 | |||
| Basic earnings (loss) per share |
$ | (0.77 | ) | $ | 0.11 | |||
| Diluted earnings (loss) per share |
$ | (0.77 | ) | $ | 0.07 | |||
| Weighted average common shares outstanding: |
||||||||
| Basic |
27,580 | 27,355 | ||||||
| Diluted |
27,580 | 28,367 | ||||||
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 FEBRUARY 6, 2005 AND FEBRUARY 1, 2004
(Unaudited)
(in thousands)
| February 6, 2005 |
February 1, 2004 |
|||||||
| (as restated, see Note 2) |
||||||||
| OPERATING ACTIVITIES |
||||||||
| Net income (loss) |
($21,303 | ) | $ | 2,904 | ||||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: |
||||||||
| Depreciation and amortization |
9,511 | 8,967 | ||||||
| Deferred income tax provision |
2,484 | 818 | ||||||
| Allowance for bad debts |
78 | 119 | ||||||
| (Gain) loss on sale of assets |
(2,284 | ) | 299 | |||||
| Amortization of deferred gains and revenues |
(962 | ) | (970 | ) | ||||
| Asset write downs and retirements |
3,541 | 519 | ||||||
| Foreign currency gain |
— | (818 | ) | |||||
| Income (loss) attributable to minority interest |
1,857 | (109 | ) | |||||
| Goodwill impairment |
21,924 | — | ||||||
| Other |
(24 | ) | (343 | ) | ||||
| Changes in operating assets and liabilities: |
||||||||
| Receivables |
(1,080 | ) | 349 | |||||
| Inventories |
(252 | ) | 130 | |||||
| Prepaid expenses and other assets |
686 | 374 | ||||||
| Accounts payable |
867 | (5,219 | ) | |||||
| Deferred gains, rent and landlord incentives |
(290 | ) | (1,876 | ) | ||||
| Income taxes payable |
(591 | ) | (1,041 | ) | ||||
| Net cash provided by operating activities |
14,162 | 4,103 | ||||||
| INVESTING ACTIVITIES |
||||||||
| Additions to property and equipment |
(10,594 | ) | (11,336 | ) | ||||
| Proceeds from sale of property and equipment |
1,628 | 770 | ||||||
| Proceeds from Sale-Leaseback financing |
17,467 | — | ||||||
| Increase in restricted cash |
(941 | ) | (3,179 | ) | ||||
| Acquisition of minority interest in subsidiary |
— | (2,464 | ||||||