Exhibit 99.1
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| | | | FOR FURTHER INFORMATION: |
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NEWS BULLETIN FROM: | |
RE: | | |
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15301 Ventura Blvd., Bldg B, Suite 300 Sherman Oaks, CA 91403 (818) 662-9800 NYSE: SZ |
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AT THE COMPANY: | | AT FINANCIAL RELATIONS BOARD: |
Keith Wall | | Liz Baskerville | | Laurie Berman | | Tricia Ross |
Vice President and CFO | | Director, Planning | | General Information | | Investor/Analyst Contact |
(818) 662-9800 | | (818) 662-9800 | | (310) 854-8315 | | (617) 520-7064 |
August 5, 2005
WORLDWIDE RESTAURANT CONCEPTS, INC. ANNOUNCES FOURTH
QUARTER AND FULL YEAR FISCAL 2005 RESULTS
HIGHLIGHTS:
| • | | Total revenues decreased by 5.3 percent in the fourth quarter, but increased 2.2 percent for the full year. |
| • | | A 3.0 percent increase in the Australian dollar exchange rate, as compared to last year, contributed $0.1 million to fourth quarter earnings. |
| • | | Net loss for the quarter of $0.03 million, or $0.00 per share, brings full year net loss to $21.3 million, or ($0.77) per share. |
| • | | Pacific Equity Partners and the Company continue to work together to move the merger transaction forward. |
| • | | Merger transaction expected to close by the end of September. |
SHERMAN OAKS, Calif. — August 5, 2005 — Worldwide Restaurant Concepts, Inc. (NYSE: SZ) today reported financial results for the fourth quarter and fiscal year ended April 30, 2005.
The Company reported revenues of $83.1 million for the fourth quarter of fiscal 2005, a decrease of 5.3 percent from the $87.8 million reported in the prior year period. Net loss for the 2005 fourth quarter was $0.03 million, or $0.00 per diluted share, compared to net income of $0.7 million, or $0.01 per diluted share, in the same period a year ago. The 2004 fourth quarter results reflect the impact of an additional week in fiscal 2004 versus fiscal 2005. The strengthening of the Australian dollar compared to last year contributed $1.5 million to 2005 fourth quarter revenue and $0.1 million to net results. The fourth quarter 2005 net loss was negatively impacted by approximately $1.7 million in on-going legal, consulting and transaction related costs associated with the merger agreement with Pacific Equity Partners announced on April 28, 2005, as well as approximately $1.6 million in costs related to
FRB serves as financial relations counsel to this company, is acting on the company’s behalf in issuing this bulletin and receiving compensation therefore.
The information contained herein is furnished for information purposes only and is not to be construed as an offer to buy or sell securities.
Worldwide Restaurant Concepts, Inc.
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the Company’s Sarbanes Oxley compliance work. During the quarter the Company also completed the sale of two real estate parcels yielding a gain of $1.7 million.
Fiscal 2005 Results
For the fiscal year ended May 1, 2005, the Company reported revenues of $354.8 million, an increase of 2.2 percent, or $7.6 million, over revenues of $347.2 million in fiscal 2004. The fiscal 2005 net loss was $21.3 million, or ($0.77) per diluted share, compared to net income of $3.6 million, or $0.07 per diluted share, in the prior year. The loss is mainly attributable to the third quarter 2005 write-down of Pat & Oscar’s goodwill and certain under-performing assets of $24.7 million, as well as the fourth quarter 2005 costs previously mentioned.
Merger Transaction Continues to Move Forward
The Company and Pacific Equity Partners continue to work towards completing the merger transaction. “Our fourth quarter restaurant operations were strong, but, transaction and administrative costs eroded those gains,” commented Chuck Boppell, President and CEO of Worldwide Restaurant Concepts. “Sizzler USA ended the year with strong results thanks, in part, to the successful Steak and Lobster promotion, Pat & Oscar’s shows on-going recovery from the food-borne illness incident of last year, and our Australian subsidiary continues to perform well. We are very pleased that we closed out our year with these kinds of results,” continued Mr. Boppell. “We are still working diligently to finalize all the necessary requirements for the completion of the merger transaction, and believe strongly that this merger will allow the Company and, ultimately, our brands to thrive,” added Mr. Boppell. Rob Koczkar, Managing Director of Pacific Equity Partners, reiterated Mr. Boppell’s comments. “We are eager for this transaction to close and fully expect it to do so by the end of September,” added Mr. Koczkar.
About Worldwide Restaurant Concepts
Worldwide Restaurant Concepts, Inc. operates, franchises or joint ventures 310 Sizzler® restaurants worldwide, 112 KFC® restaurants located primarily in Queensland, Australia, and 21 Pat & Oscar’s® restaurants. Additional information about the Company can be found at www.wrconcepts.com.
The Company uses a fifty-two, fifty-three week fiscal year ending on the Sunday nearest to April 30. Fiscal year 2004 was a fifty-three week year and fiscal year 2005 was fifty-two week year ending on May 2, 2004 and May 1, 2005, respectively. For clarity of presentation, the Company has described all periods presented as if the year ended April 30 in the accompanying statements of operation and balance sheets.
Certain statements contained in this document may contain forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements may include but are not limited to statements regarding: (i) improving revenues and earnings; and (ii) completion of the pending merger transaction.
Worldwide Restaurant Concepts cautions that these statements are qualified by important factors that could cause actual results to differ materially from those reflected in the forward looking statements
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contained herein. Such factors include, but are not limited to: (a) the Company’s ability to complete the proposed merger transaction; (b) economic conditions, both generally and as they affect the restaurant industry in particular; and (c) other risks as detailed from time to time in the Company’s SEC reports, including Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and Annual Reports on Form 10-K.
[tables to follow]
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WORLDWIDE RESTAURANT CONCEPTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE TWELVE AND THIRTEEN WEEKS ENDED APRIL 30, 2005 AND APRIL 30, 2004
(In thousands, except per share data)
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| | April 30, 2005
| | | April 30, 2004
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Revenues | | | | | | | |
Restaurant sales, net | | $ | 80,864 | | | $ | 85,646 |
Franchise revenues | | | 2,281 | | | | 2,185 |
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Total revenues | | | 83,145 | | | | 87,831 |
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Costs, Expenses and Other | | | | | | | |
Costs of sales (excluding depreciation and amortization reflected below) | | | 27,786 | | | | 29,410 |
Labor and related expenses | | | 22,253 | | | | 24,591 |
Other operating expenses | | | 18,020 | | | | 18,143 |
Depreciation and amortization | | | 2,937 | | | | 2,869 |
General and administrative expenses | | | 11,038 | | | | 8,081 |
Gains on property sale, sale-leasebacks and legal settlements | | | (1,758 | ) | | | — |
Asset impairments | | | — | | | | 1,764 |
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Total operating costs, expenses and other | | | 80,276 | | | | 84,858 |
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Operating income | | | 2,869 | | | | 2,973 |
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Interest expense | | | 434 | | | | 858 |
Investment income, net | | | 166 | | | | 128 |
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Income before income taxes and minority interest | | | 2,601 | | | | 2,243 |
Provision for income taxes | | | 1,806 | | | | 1,567 |
Minority interest expense | | | 822 | | | | 15 |
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Net income (loss) | | $ | (27 | ) | | $ | 661 |
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Basic earnings per share | | $ | — | | | $ | 0.02 |
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Diluted earnings per share | | $ | — | | | $ | 0.01 |
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Weighted average common shares outstanding: | | | | | | | |
Basic | | | 27,792 | | | | 27,425 |
Diluted | | | 27,792 | | | | 28,504 |
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WORLDWIDE RESTAURANT CONCEPTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE FIFTY TWO AND FIFTY THREE WEEKS ENDED APRIL 30, 2005 AND APRIL 30, 2004
(In thousands, except per share data)
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| | April 30, 2005
| | | April 30, 2004
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Revenues | | | | | | | | |
Restaurant sales, net | | $ | 345,375 | | | $ | 338,308 | |
Franchise revenues | | | 9,469 | | | | 8,846 | |
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Total revenues | | | 354,844 | | | | 347,154 | |
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Costs, Expenses and Other | | | | | | | | |
Costs of sales (excluding depreciation and amortization reflected below) | | | 118,650 | | | | 116,572 | |
Labor and related expenses | | | 93,603 | | | | 94,114 | |
Other operating expenses | | | 83,080 | | | | 82,548 | |
Depreciation and amortization | | | 12,449 | | | | 11,836 | |
General and administrative expenses | | | 34,567 | | | | 28,930 | |
Gains on property sales, sale-leasebacks and legal settlements | | | (4,919 | ) | | | — | |
Asset impairments | | | 3,067 | | | | 1,764 | |
Goodwill impairment | | | 21,924 | | | | — | |
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Total operating costs, expenses and other | | | 362,421 | | | | 335,764 | |
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Operating income (loss) | | | (7,577 | ) | | | 11,390 | |
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Interest expense | | | 2,702 | | | | 3,215 | |
Investment income, net | | | 658 | | | | 551 | |
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Income (loss) before income taxes and minority interest | | | (9,621 | ) | | | 8,726 | |
Provision for income taxes | | | 9,030 | | | | 5,255 | |
Minority interest expense (benefit) | | | 2,679 | | | | (94 | ) |
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Net income (loss) | | $ | (21,330 | ) | | $ | 3,565 | |
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Basic earnings (loss) per share | | $ | (0.77 | ) | | $ | 0.13 | |
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Diluted earnings (loss) per share | | $ | (0.77 | ) | | $ | 0.07 | |
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Weighted average common shares outstanding: | | | | | | | | |
Basic | | | 27,621 | | | | 27,371 | |
Diluted | | | 27,621 | | | | 28,382 | |
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WORLDWIDE RESTAURANT CONCEPTS, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(In thousands)
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As of April 30,
| | 2005
| | | 2004
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ASSETS | | | | | | | | |
Current assets | | | | | | | | |
Cash and cash equivalents | | $ | 34,379 | | | $ | 24,755 | |
Restricted cash | | | 5,330 | | | | 5,131 | |
Receivables, net of an allowance of $437 in 2005 and $641 in 2004 | | | 2,760 | | | | 2,042 | |
Inventories | | | 5,670 | | | | 4,807 | |
Deferred income taxes | | | 5,485 | | | | 3,169 | |
Prepaid expenses and other current assets | | | 4,371 | | | | 2,718 | |
Assets related to restaurants held for sale | | | 2,232 | | | | 5,417 | |
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Total current assets | | | 60,227 | | | | 48,039 | |
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Property and equipment, at cost | | | | | | | | |
Land | | | 2,547 | | | | 6,864 | |
Buildings and leasehold improvements | | | 91,286 | | | | 92,810 | |
Equipment | | | 79,062 | | | | 76,128 | |
Construction in progress | | | 2,597 | | | | 1,350 | |
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| | | 175,492 | | | | 177,152 | |
Less accumulated depreciation and amortization | | | (106,763 | ) | | | (101,681 | ) |
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Total property and equipment, net | | | 68,729 | | | | 75,471 | |
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Long-term notes receivables including $160 and $200 of related party receivables in 2005 and 2004, respectively | | | 1,460 | | | | 912 | |
Deferred income taxes | | | 7,192 | | | | 10,757 | |
Goodwill | | | 1,723 | | | | 23,647 | |
Intangible assets, net of accumulated amortization of $1,322 in 2005 and $1,068 in 2004 | | | 2,278 | | | | 2,090 | |
Other assets | | | 925 | | | | 1,127 | |
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Total assets | | $ | 142,534 | | | $ | 162,043 | |
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WORLDWIDE RESTAURANT CONCEPTS, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(In thousands, except par value)
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As of April 30,
| | 2005
| | | 2004
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LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | |
Current liabilities | | | | | | | | |
Current portion of long-term debt | | $ | 7,077 | | | $ | 7,156 | |
Accounts payable | | | 16,426 | | | | 12,396 | |
Other current liabilities | | | 29,630 | | | | 23,334 | |
Income taxes payable | | | 4,327 | | | | 4,056 | |
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Total current liabilities | | | 57,460 | | | | 46,942 | |
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Long-term debt, net of current portion | | | 7,496 | | | | 30,809 | |
Deferred gains, rent and landlord incentives | | | 18,917 | | | | 11,894 | |
Pension liability | | | 13,817 | | | | 14,031 | |
Minority interest | | | 32,028 | | | | 14 | |
Commitments and contingencies | | | | | | | | |
Stockholders’ equity | | | | | | | | |
Preferred stock, authorized 1,000 shares, $5 par value; no shares issued and outstanding | | | — | | | | — | |
Common stock, authorized 50,000 shares, $.01 par value; issued and outstanding of 29,880 and 27,880 and 29,438 and 27,438 at April 30, 2005 and 2004, respectively | | | 299 | | | | 294 | |
Additional paid-in capital | | | 256,066 | | | | 280,442 | |
Accumulated deficit | | | (226,036 | ) | | | (204,706 | ) |
Treasury stock, at cost, 2,000 shares, at April 30, 2005 and 2004 | | | (4,135 | ) | | | (4,135 | ) |
Accumulated other comprehensive loss | | | (13,378 | ) | | | (13,542 | ) |
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Total stockholders’ equity | | | 12,816 | | | | 58,353 | |
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Total liabilities and stockholders’ equity | | $ | 142,534 | | | $ | 162,043 | |
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*******