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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
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X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
- --- ACT OF 1934
For the fiscal year ended DECEMBER 31, 2002
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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 000-22753
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TOTAL ENTERTAINMENT RESTAURANT CORP.
(Exact name of Registrant as specified in its charter)
DELAWARE 52-2016614
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification no.)
9300 E. CENTRAL, SUITE 100
WICHITA, KS 67206
(Address of principal executive offices) (Zip code)
(316) 634-0505
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
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
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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 this Form 10-K or any amendment to this
Form 10-K. Yes X No
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Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes No X
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The aggregate market value of Common Stock held by non-affiliates of the
Registrant as of March 24, 2003, based on the closing price of the Common Stock
as reported by the Nasdaq National Market on June 11, 2002, was $74,057,195.
Solely for purposes of this computation, shares held by all officers, directors
and 10% or more beneficial owners of the registrant have been excluded. Such
exclusion should not be deemed a determination or an admission that such
officers, directors or 10% or more beneficial owners are, in fact, affiliates of
the registrant.
As of March 24, 2003, there were 9,860,723 shares outstanding of the
Registrant's Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE
The Company intends to file a definitive proxy statement pursuant to
Regulation 14A within 120 days of the end of the fiscal year ended December 31,
2002. Portions of such proxy statement are incorporated by reference in response
to Part III, Items 10, 11, 12 and 13.
TABLE OF CONTENTS
ITEM PAGE
PART I
1. Business.................................................................... 3
2. Properties.................................................................. 11
3. Legal Proceedings........................................................... 11
4. Submission of Matters to a Vote of Security Holders......................... 12
PART II
5. Market for the Registrant's Common Equity and Related Stockholder Matters... 13
6. Selected Financial Data..................................................... 14
7. Management's Discussion and Analysis of Financial Condition and Results of
Operations................................................................ 15
7A. Quantitative and Qualitative Disclosures About Market Risk.................. 21
8. Financial Statements and Supplementary Data................................. 21
9. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure................................................................ 21
PART III
10. Directors and Executive Officers of the Registrant.......................... 21
11. Executive Compensation...................................................... 22
12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters....................................................... 22
13. Certain Relationships and Related Transactions.............................. 22
14. Controls and Procedures..................................................... 22
PART IV
15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K............ 23
Signatures.................................................................. 26
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PART I
ITEM 1. BUSINESS
GENERAL
We own and operate 56 restaurants under the "Fox and Hound" and "Bailey's"
brand names that each provide a social gathering place offering high quality
food, drinks and entertainment in an upscale, casual environment. Our
restaurants offer a broad menu of mid-priced appetizers, entrees and desserts
served in generous portions. In addition, each location features a full-service
bar and offers a wide selection of major domestic, imported and specialty beers.
Each restaurant emphasizes a high energy environment with multiple billiard
tables and satellite and cable coverage of a variety of sporting events and
music videos. In addition to our food, we believe our customers are attracted to
our elegant yet comfortable atmosphere of polished brass, embroidered chairs and
booths, hunter green and burgundy walls, and etched glass. Our Fox and Hound and
Bailey's restaurants share identical design and operational principles and
menus.
OUR HISTORY
The first Fox and Hound restaurant opened in August 1994 and the first
Bailey's restaurant opened in November 1989. In February 1997, the two companies
were combined to form Total Entertainment Restaurant Corp. In July 1997, we
completed our initial public offering. As of March 24, 2003, the Company owns
and operates 42 Fox and Hound restaurants and 14 Bailey's restaurants in
Alabama, Arizona, Arkansas, Colorado, Georgia, Illinois, Indiana, Kansas,
Louisiana, Michigan, Missouri, Nebraska, North Carolina, Ohio, Pennsylvania,
South Carolina, Tennessee, Texas and Virginia.
CONCEPT
We believe our restaurants offer customers a unique and exciting upscale
destination for socializing, eating and drinking. We believe our restaurants are
differentiated from our competitors by offering all of the following features in
a single location:
o AN UPSCALE, NEIGHBORHOOD SOCIAL GATHERING PLACE. Our restaurants
provide a destination where friends and acquaintances can gather
regularly for food, drinks and entertainment in an upscale yet casual
environment.
o HIGH QUALITY FOOD AND BEVERAGE. Our restaurants offer a broad menu of
mid-priced appetizers, salads, desserts and entrees featuring beef,
chicken, fish and barbecue, all served in generous portions. Each
location features a full service bar and a wide variety of domestic,
imported and specialty beers. To maximize the appeal of each area of
our restaurants, sit-down food and beverage service is available in
every room.
o STATE-OF-THE-ART AUDIO AND VISUAL TECHNOLOGY. Our restaurants create
an exciting, high-energy atmosphere through state-of-the-art audio and
video systems for viewing sporting events and music videos from our
customized playlist. Each location typically has more than 35
televisions (including several big-screen televisions) with
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satellite and cable coverage of concurrent national, regional and
local sporting events.
o LATE-NIGHT DESTINATION. Our restaurants are generally open from 11:00
a.m. to 2:00 a.m., seven days a week, depending upon local law. We
provide customers with an upscale entertainment and dining alternative
by offering our full menu during our increasingly popular late-night
segment.
STRATEGY
Our goal is to become the leading neighborhood destination for socializing,
eating and drinking. Our strategy for attaining this leadership position is
based on the following key elements:
TOTAL ENTERTAINMENT AND RESTAURANT EXPERIENCE. Our concept offers a social
gathering place, food and beverages, sports entertainment, games of skill and a
late-night destination all in a single location. Each location provides guests
with a multi-dimensional entertainment and restaurant experience that enables
them to participate in one or more elements of the experience.
SEASONED MANAGEMENT TEAM. We employ a seasoned management team with
experience in successfully developing and operating multi-unit concepts in a
variety of geographic markets throughout the United States. We intend to
leverage this experience to secure favorable real estate sites, control costs
and implement proven operating procedures. In addition, we maintain centralized
financial and accounting controls through Franchise Services Company, a third
party accounting and administrative services company. By employing the services
and infrastructure provided by Franchise Services Company, we are able to focus
our energy and resources on brand and unit development.
GROWTH AND EXPANSION. We believe our restaurant concept will be attractive
in a variety of geographic markets throughout the United States. We plan to open
ten to twelve locations in 2003 and between twelve and fifteen locations in
2004. Through March 24, 2003, we have opened two restaurants in 2003 and
currently have three restaurants under construction, five leases executed with
contingencies and three leases currently under negotiation. We continually
evaluate locations in various markets and negotiate proposed additional leases
at desired sites. However, the number of locations actually opened and the
timing thereof may vary depending upon our ability to locate suitable sites and
negotiate favorable leases.
FLEXIBILITY AND VERSATILITY OF CONCEPT. We are implementing our concept
through both the Fox and Hound and Bailey's brand names. Our concept allows for
significant versatility through the reconfiguration of the entertainment areas
within each of its locations to accommodate various special events.
COMMITMENT TO HIGH QUALITY PRODUCTS AND SERVICES. We are committed to
providing a superior experience that includes high quality menu items, a wide
variety of domestic, imported and specialty beers, state-of-the-art audio and
video systems and tournament-quality pocket billiard tables. These features,
combined with our focus on a high level of customer service, help build a loyal
clientele and attract new guests.
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LOCATIONS
The following table sets forth as of March 24, 2003, the location, opening
month and approximate square footage of each of our existing restaurant
locations:
APPROXIMATE
LOCATION BRAND NAME MONTH OPENED SQUARE FOOTAGE
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Chicago #3, IL Fox and Hound March 2003 9,600
Houston #2, TX Fox and Hound January 2003 12,000
Kansas City #2, KS Fox and Hound November 2002 9,100
Tucson, AZ Fox and Hound November 2002 11,600
Chicago #2, IL Fox and Hound September 2002 12,600
Austin, TX Fox and Hound July 2002 11,600
Denver #3, CO Fox and Hound July 2002 12,600
Dallas #5, TX Fox and Hound June 2002 15,800
Richmond, VA Bailey's May 2002 8,500
Denver #2, CO Fox and Hound April 2002 10,300
Charlotte #3, NC Fox and Hound March 2002 7,200
Ft. Worth #2, TX Fox and Hound February 2002 14,000
Phoenix, AZ Fox and Hound Februaty 2002 11,600
Denver #1, CO Fox and Hound January 2002 10,500
Dallas #4, TX Fox and Hound December 2001 13,360
Atlanta #2, GA Bailey's November 2001 10,500
Charlotte #2, NC Fox and Hound August 2001 15,300
Nashville #3, TN Bailey's May 2001 11,400
Ft. Worth #1, TX Fox and Hound April 2001 9,900
Dallas #3, TX Fox and Hound December 2000 7,600
Detroit #2, MI Bailey's December 2000 10,450
Cleveland #2, OH Fox and Hound October 2000 13,500
Baton Rouge, LA Fox and Hound March 1999 11,500
Houston, TX Fox and Hound February 1999 9,100
Indianapolis, IN Fox and Hound February 1999 8,400
Winston-Salem, NC Fox and Hound January 1999 9,400
Pittsburgh, PA Fox and Hound January 1999 10,500
New Orleans, LA Fox and Hound December 1998 9,200
Chapel Hill, NC Bailey's December 1998 9,000
Canton, OH Fox and Hound November 1998 9,700
Kansas City, KS Fox and Hound November 1998 9,100
Memphis #2, TN Fox and Hound November 1998 7,600
Detroit #1, MI Bailey's November 1998 9,100
Dayton, OH Fox and Hound October 1998 8,700
Lubbock, TX Fox and Hound October 1998 10,600
Atlanta #1, GA Bailey's October 1998 8,500
Erie, PA Fox and Hound August 1998 10,400
San Antonio, TX Fox and Hound August 1998 8,400
Springfield, MO Fox and Hound August 1998 9,100
Evansville, IN Fox and Hound July 1998 8,600
Cleveland #1, OH Fox and Hound May 1998 8,500
Montgomery, AL Fox and Hound January 1998 7,700
Chicago, IL Fox and Hound December 1997 10,100
Omaha, NE Fox and Hound December 1997 9,000
Nashville #2, TN Bailey's October 1997 7,500
Memphis #1, TN Fox and Hound September 1997 8,400
Columbia, SC Bailey's October 1996 10,000
Johnson City, TN Bailey's May 1996 8,250
Knoxville, TN Bailey's December 1995 9,400
Dallas #2, TX Fox and Hound November 1995 9,600
Nashville #1, TN Bailey's April 1995 9,400
Greenville, SC Bailey's September 1994 7,000
College Station, TX Fox and Hound September 1994 7,700
Dallas #1, TX Fox and Hound August 1994 6,500
Little Rock, AR Fox and Hound February 1994 8,400
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Charlotte #1, NC Bailey's October 1990 7,600
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EXPANSION PLANS
Our management team has extensive experience in the restaurant business and
has successfully developed and operated numerous restaurants in many geographic
markets throughout the United States. We intend to open ten to twelve restaurant
locations in 2003 and between twelve to fifteen locations in 2004. We are
currently evaluating locations in markets familiar to our management team.
However, the number of locations actually opened and the timing thereof may vary
depending upon the our ability to locate suitable sites and negotiate favorable
leases.
We may in the future franchise and/or grant license or joint venture rights
to the Fox and Hound and Bailey's concepts in certain limited geographic areas
of the United States. It is expected that these franchisees, licensees or joint
venture partners will be required to develop a specific number of locations
within a specified time frame and that a license fee and/or a royalty fee will
be paid to us in connection with the development and operation of each such
site.
SELECTION CRITERIA AND LEASING
We believe the site selection process is critical in determining the
potential success of each restaurant location. Senior management devotes
significant time and resources in analyzing each prospective site and inspects
and approves each location prior to final lease execution. A variety of factors
are considered in the site selection process, including local market
demographics (e.g., average income levels and age), site visibility, traffic
count, nature of the surrounding retail environment and accessibility and
proximity to major retail centers, office complexes, hotels and entertainment
centers (e.g., stadiums, arenas and theaters).
We lease all locations, with the exception of one Bailey's restaurant in
Columbia, South Carolina, which is owned by us. Most of the restaurants are
located in shopping centers. Leases are generally negotiated with initial terms
of five to ten years, with multiple renewal options. We are generally required
to complete construction and open a new location approximately 90 to 120 days
after the later of signing of a lease or obtaining required permits. Additional
time is sometimes required to obtain certain government approvals and licenses,
such as liquor licenses. In the future, we anticipate leasing our locations,
although we may consider purchasing free-standing sites where it is
cost-effective to do so.
UNIT ECONOMICS
Our management team focuses on selecting locations with the potential of
producing significant revenues while controlling capital expenditures and rent
as a percentage of net sales. Our restaurants averaged $2,056,000 and $1,780,000
in sales during fiscal years ended December 31, 2002 and December 25, 2001,
respectively. The 53 leased restaurants open at December 31, 2002 had an average
cash investment of approximately $1,367,000 million. The one unit we own had a
cost of $1,954,000 (including the costs for land acquisition, construction,
equipment and pre-opening costs). In the future we anticipate most locations
will be leased rather than purchased and anticipate an average cash investment
per location between $1.0 million and $1.5 million.
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MENU
Our restaurants offer a single menu for lunch, dinner and late-night
dining. The menu features a broad selection of appealing appetizers (including
quesadillas, chicken wings and nachos) and soups and salads (including caesar
salads, chili and soups of the day), typically ranging in price from $3.49 to
$6.99. The menu includes over 25 entrees typically priced between $5.99 to
$16.99 such as sandwiches, pizzas, ribs, burgers and a selection of grilled and
smoked barbecued entrees. Most entrees are priced under $10.00. A strong
emphasis is placed on the presentation of each of these menu items, increasing
the quality and satisfaction of our customer's overall dining experience. Each
location features a full service bar and most restaurants have over 100 brands
of ales, lagers, stouts and specialty beers from around the world, with an
average of 30 beers on tap. Alcoholic beverage service accounted for
approximately 59% of the Company's revenues in the fiscal year ended December
31, 2002.
AMBIANCE AND DESIGN
We strive to offer a unique setting with a broad appeal to both male and
female customers through an inviting, clean and comfortable atmosphere. In order
to achieve the feeling of an upscale atmosphere for these customers, we
emphasize decor, lighting and cleanliness. For example, we recycle fresh
filtered air throughout our restaurants several times an hour and place
fresh-cut flowers in our restrooms. Each of our locations feature dedicated
areas for viewing sporting events or music videos. These entertainment areas can
be readily configured into a comfortable "arena" for concurrent viewing of
national, regional and local sporting and other television events. To maximize
the broad appeal of the atmosphere in our restaurants, the sound in each room is
carefully monitored to balance the desire among our customers for lively
entertainment versus quieter socializing. In addition, our locations generally
offer multiple tournament-quality billiard tables and darts and popular
interactive games to further enhance our appeal as a social destination. All
locations are also capable of accommodating business and social organizations
for special events.
We believe the design of our restaurants plays an essential role in our
success. Most of our restaurants have a centrally-located bar and primary dining
room as well as two wing rooms that are partitioned from the central bar and
dining area by etched glass. The wing rooms serve as secondary dining areas and
house games of skill along with state-of-the-art audio and video technology.
This layout provides guests with an open view of the main dining room, bar and
gaming areas. The open kitchen is organized for efficient work flow and is also
centrally located so as to entice guests with its flavorful aromas.
MARKETING
We believe our restaurant concept attracts a loyal clientele, and we rely
primarily on word-of-mouth to attract new business. We do, however, advertise
through traditional marketing and advertising media in selected markets. These
media include radio and print advertising, local store marketing to households
and volunteer community involvement.
Our marketing efforts also seek to focus on national, regional and local
sporting events such as the Super Bowl and the NCAA basketball tournament, which
attract locally active groups of fans, supporters or alumni. The versatile
layout and design of our restaurants can also accommodate group events.
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OPERATIONS AND MANAGEMENT
Our operations and management systems are based upon systems and controls
that were developed by our senior management and have been successfully used to
manage a large number of restaurants located in numerous states. We strive to
maintain quality and consistency in our restaurant locations through the careful
training and supervision of personnel and the establishment of standards
relating to food and beverage preparation, maintenance of locations and conduct
of personnel.
We staff our restaurants with management that has experience in the
restaurant industry. We believe our strong team-oriented culture helps us
attract highly motivated employees who provide customers with a superior level
of service. We train our kitchen employees and wait staff to take great pride in
preparing and serving food in accordance with our high standards. Restaurant
managers and staff are trained to be courteous and attentive to customer needs,
and our managers, in particular, are instructed to visit each table. Senior
corporate management hosts weekly meetings with district managers to discuss
staffing, marketing, individual restaurant performance and customer comments.
Moreover, we require our general managers to hold daily shift meetings at their
individual restaurants. Senior management regularly visits the Fox and Hound and
Bailey's locations and meets with the respective management teams to ensure
compliance with our strategies and standards of quality.
MANAGEMENT. The management of a typical restaurant consists of one general
manager and three to five assistant managers depending upon restaurant revenue
and hours of operation. The assistant managers are responsible for their own
operational units, including a kitchen manager, bar manager and service manager,
but all have been trained to support and manage each operational unit of the
restaurant. Each general manager is responsible for the restaurant's day-to-day
operations and is required to follow our established operating procedures and
standards. Each location also employs a staff of hourly employees, many of whom
are part-time personnel. We currently employ eleven district managers, each of
which oversees between four and seven restaurants. Our district managers,
general managers and assistant managers participate in incentive cash bonus
programs. Awards under the incentive plans are tied to achievement of specified
operating targets, including achievement of specific unit objectives and control
of operating expense budgets. In addition, the district managers and general
managers participate in our Employee Stock Option Plan.
FINANCIAL CONTROLS. We maintain financial and accounting controls for each
of our restaurants through the use of centralized accounting and management
information systems. Sales and labor information are collected daily from each
location, and general managers are provided with operating statements for their
locations. Cash is controlled through daily deposits of sales proceeds in local
operating accounts, the balances of which are wire-transferred daily or weekly
to our principal operating account. We utilize a comprehensive peer review
reporting system for our general managers. Within 10 days after the close of
each 28-day accounting period, profit and loss statements are produced and,
subsequently, the general managers of each restaurant meet in person with their
respective district managers to review the profit and loss statements. The
participants offer each other feedback on their respective performances and
suggest ways of improving profitability. The district managers also meet in
person with the senior management team to review the performance for the past
accounting period as well as set the operating agenda for the next period. We
believe the peer review system enables
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each general manager and district manager to benefit from the collective
experience of all of the Company's management.
CUSTOMER SERVICE. We believe customer service and satisfaction are keys to
the success of our operations. In addition to customer evaluations, we use
secret shopper visits to independently evaluate customer satisfaction. A
national restaurant evaluation firm performs these visits, three times per
month, to test our food and beverage service in a discrete manner without the
knowledge of the restaurant personnel. In addition, we encourage frequent visits
by restaurant management to customers' tables, active involvement of management
in responding to guest comments and assigning wait persons so as to ensure
customer satisfaction.
TRAINING. Management strives to instill enthusiasm and dedication in its
employees and to create a stimulating and rewarding working environment where
employees know what is expected of them in measurable terms. Each of our new
restaurant employees participates in a training program during which the
employee works under the close supervision of a manager. Restaurant management
personnel participate in an eight-week to twelve-week training program that
focuses on various aspects of the restaurant's operations and customer service.
Management continuously solicits employee feedback concerning restaurant
operations and strives to be responsive to the employees' concerns.
We promote a safe drinking environment through the use of certain internal
procedures in addition to extensive alcohol awareness training. It is mandatory
for all service employees and managers, regardless of a lack of state
regulation, to complete a third-party alcohol awareness-training program. We
have also established internal measures to promote a safe drinking environment,
such as a four-drink log (which is reviewed by the restaurant's district
manager).
PURCHASING
We strive to obtain consistent, quality items at competitive prices from
reliable sources. We continually search for and test various products in order
to serve the highest quality products possible and to be responsive to changing
customer tastes. We engage a purchasing consultant to assist in the negotiation
of purchasing agreements with suppliers. Food and supplies are shipped directly
to the restaurant locations, although invoices for purchases are forwarded to a
central location for payment. Due to the experience of our senior management in
the restaurant business, we have been and expect to continue to be able to
purchase most of our restaurant equipment directly from equipment manufacturers.
We have not experienced any significant delays in receiving supplies or
equipment.
MANAGEMENT INFORMATION SYSTEMS
We utilize a computer-based management support system, which is designed to
improve labor scheduling and food and beverage cost management, provide
corporate management quick access to financial data and reduce the general
manager's administrative time. Each general manager uses the system for
production planning, labor scheduling and food and beverage cost variance
analysis. The system generates reports on sales, bank deposits and variance
data. We generate weekly consolidated sales reports and food, beverage and
labor-cost variance reports as well as detailed profit and loss statements for
each restaurant location
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every four weeks. Additionally, we monitor sales growth, labor variances and
other sales trends on a daily basis.
ACCOUNTING AND ADMINISTRATIVE SERVICES
On March 1, 2002, we renewed our services agreement with Franchise Services
Company for certain accounting and administrative services for an additional
three-year period. We pay a per restaurant per 28-day fixed fee with no annual
charge.
COMPETITION
The entertainment and restaurant industries are highly competitive. There
are a large number of restaurants and entertainment businesses that compete
directly and indirectly with us. We compete with restaurants primarily on the
basis of quality of food and service, ambiance and location and compete with
sports bars and entertainment complexes on the basis of entertainment quality,
ambiance and location. Competition for sales in the entertainment and restaurant
industries is intense. Many of our existing and potential competitors are
well-established and have significantly greater financial, marketing and other
resources than we do. In addition to other entertainment and restaurant
companies, we compete with numerous businesses for suitable locations for our
restaurants.
GOVERNMENT REGULATION
Our restaurant locations are subject to numerous federal, state and local
laws affecting health, sanitation, safety and Americans with Disabilities Act
accessibility standards, as well as to state and local licensing regulation of
the sale of alcoholic beverages. Each restaurant has appropriate licenses from
regulatory authorities allowing it to sell liquor, beer and wine, and each
restaurant has food service licenses from local health authorities. Our licenses
to sell alcoholic beverages must be renewed annually and may be suspended or
revoked at any time for cause, including violation by us or our employees of any
law or regulation pertaining to alcoholic beverage control, such as those
regulating the minimum age of patrons or employees, advertising, wholesale,
purchasing, and inventory control. The failure of a restaurant to obtain or
retain liquor or food service licenses would have a material adverse effect on
our operations. In order to reduce this risk, each restaurant is operated in
accordance with standardized procedures designed to ensure compliance with all
applicable codes and regulations.
We may be subject in certain states to "dram-shop" statutes, which
generally provide a person injured by an intoxicated person the right to recover
damages from an establishment that wrongfully served alcoholic beverages to the
intoxicated person. We carry liquor liability coverage as part of our existing
comprehensive general liability insurance.
The development and construction of additional locations are subject to
compliance with applicable zoning, land use and environmental regulations. Our
operations are also subject to federal and state minimum wage laws governing
such matters as working conditions, overtime and tip credits and other employee
matters. Significant numbers of our personnel are paid at rates related to the
federal minimum wage, which is currently $5.15 per hour. Accordingly, increases
in the minimum wage will increase our labor costs.
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TRADEMARKS
We have federally registered our "Fox and Hound(R)," "Bailey's Sports
Grille(R)" and "Quality Is Our Passion(R)" service marks. Our "7 Bailey's Sports
Grille(R)" and "Serious Fun 7 Bailey's Sports Grille(R)" design marks are also
federally registered. We regard our service and design marks as having
significant value and as being an important factor in the marketing of our
restaurant concept. We are aware of names and marks similar to our service marks
that are used by other persons in certain geographic areas. We believe such uses
will not have a material adverse effect on the Company as either the "Bailey's"
or "Fox and Hound" brand names may be used if the other name is unavailable. Our
policy is to pursue registration of our marks whenever possible and to oppose
vigorously any infringement of our marks.
EMPLOYEES
As of March 24, 2003, we employed approximately 3,200 persons, 325 of whom
are executive officers, district managers and restaurant management personnel
and the remainder of whom are hourly restaurant personnel and corporate support
staff. None of our employees is covered by a collective bargaining agreement. We
believe our employee relations are satisfactory.
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WEBSITE ACCESS
Our website address is www.tentcorp.com. Our filings with the Securities
and Exchange Commission ("SEC") are available at no cost on its website as soon
as practicable after the filing of such reports with the SEC.
ITEM 2. PROPERTIES
All of our restaurants are located in leased space with the exception of
the restaurant in Columbia, South Carolina, which is owned by us. Most initial
lease terms range from five to ten years, with multiple renewal options. All of
our leases provide for a minimum annual rent, and some leases call for
additional rent based on sales volume at the particular restaurant over
specified minimum levels. Generally, the leases are net leases which require us
to pay the costs of insurance, taxes and a portion of lessors' operating cost.
See "Business-Locations."
Our executive offices are located at 9300 E. Central, Suite 100, Wichita,
Kansas 67206. We believe there is sufficient office space available at favorable
leasing terms in the Wichita, Kansas area to satisfy the additional needs of the
Company that may result from future expansion.
ITEM 3. LEGAL PROCEEDINGS
On February 28, 2001, Patrick O'Shea, David W. Faber, Ann Swanson, Stacy
Gregory, Wes L. Patterson, Dale Sproat, Mark Thagard, and Patrick Wilson filed a
complaint on their own behalf and on behalf of other similarly situated persons
against us, Fox & Hound of Indiana, Inc., our subsidiary; Gary Judd, our
President; Steven M. Johnson, our Chief Executive Officer; J.C. Weinberg, our
former Chief Operating Officer; and Kenneth Syvarth, our Chief Operating
Officer, in the United States District Court for the Southern District of
Indiana.
The plaintiffs allege that they were employed by the defendants with the
titles of manager-in-training, assistant manager, and/or general manager, and
that we and the other defendants willfully and in bad faith failed to pay the
plaintiffs overtime pay for hours worked in excess of forty hours per week in
violation of the provisions of the Fair Labor Standards Act. The plaintiffs'
complaint seeks (i) declaratory judgment that the Company and other defendants
violated the plaintiffs' legal rights, (ii) an accounting of compensation to
which the defendants are owed, (iii) monetary damages in the form of back pay
compensation and benefits, unpaid entitlements, liquidated damages, and
pre-judgment and post-judgment interest, and (iv) attorneys' fees and costs. We
and the other defendants have filed answers to the plaintiffs' complaint.
On June 4, 2002, the court entered an order allowing the plaintiffs to send
a notice to all persons who have worked for us under the employee-manager titles
since February 29, 1998, so that such persons may decide whether to opt-in to
the collective actions. The court specifically excluded from the collective
action those employees who have arbitration agreements with us (which we
estimate to be approximately 40% of the persons alleged by the plaintiffs to be
similarly situated) and those employees whose claims are barred by the statute
of limitations. The time period to opt-in expired March 25, 2003. Including the
original eight plaintiffs, 40 individuals that received notice have opted in;
however, nearly half of those individuals have claims that are time-barred or
subject to arbitration agreements. Depositions for the eight original plaintiffs
are tentatively scheduled for April and May 2003, and
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additional depositions and discovery may ensue. A settlement conference is
scheduled for June 24, 2003 and a trial is scheduled for January 28, 2004.
Although it is not possible at this time to evaluate the merits of this
claim, nor their likelihood of success, we are of the opinion that any resulting
liability should not have a material adverse effect on our financial statements.
On October 2, 2000, R&A Bailey & Company of Dublin, Ireland, filed a notice
of opposition in the Trademark Trial and Appeal Board ("TTAB") of the U.S.
Patent and Trademark Office to the Company's U.S. service mark applications for
"BAILEY'S PUB & GRILLE" (color), "BAILEY'S PUB & GRILLE" (stylized), and
"BAILEY'S PUB & GRILLE." Additionally, on November 14, 2000, R&A Bailey &
Company filed a petition in the TTAB of the U.S. Patent and Trademark Office to
cancel the Company's U.S. service mark registrations for "7 BAILEY'S SPORTS
GRILLE" (+ Design), "SERIOUS FUN 7 BAILEY'S SPORTS GRILLE" (+ Design), and
"BAILEY'S SPORTS GRILLE."
R&A Bailey & Company claims to be the owner of several U.S. trademark
registrations, including "BAILEYS ORIGINAL IRISH CREAM" (+ Design), "BAILEYS,"
"BAILEYS THE ORIGINAL LIGHT CREAM," "BAILEYS" (+ Design), and "BAILEYS YUM,"
that are claimed to be used in association with liqueurs, distilled spirits, ice
cream, coffee cups, and other ceramic accessories. R&A Bailey & Company has
alleged that the cited registrations and applications cause it damage, are
likely to create a likelihood of confusion, mistake, or deception, and would
likely dilute and lessen its "famous" marks in violation of the Lanham Act. R&A
Bailey & Company seeks cancellation of our registrations and opposes the
registration of our applications for registration of the above-listed marks.
On December 29, 2000, through our trademark counsel, we filed an answer to
R&A Bailey & Company's notice of opposition, denying its allegations. On
February 16, 2001, we filed a Stipulated Motion to Extend Answer to Petition in
response to the petition to cancel by R&A Bailey & Company. The actions were
suspended by the TTAB to allow the parties time to negotiate for possible
settlement of these pending actions. On December 10, 2002, the parties executed
a settlement agreement to resolve both the opposition and cancellation matters,
the terms of which require us to amend the subject applications and
registrations to remove "bar services" from the description of services. We
filed the necessary Requests for Amendments with the TTAB on December 20, 2002.
The settlement is contingent upon the U.S. Patent and Trademark Office accepting
and entering the requested amendments against all six of our pending
applications and registrations that are involved in these proceedings. Once the
TTAB accepts and enters the amendments, the parties will have resolved their
dispute and the proceeding will be withdrawn.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of the holders of our Common Stock
during the fourth quarter of the Company's fiscal year ended December 31, 2002.
-15-
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
MARKET INFORMATION
Our common stock has traded on the Nasdaq National Market under the symbol
"TENT" since our initial public offering on July 17, 1997. The following table
sets forth, for the periods indicated, the high and low closing prices per share
of our common stock, as reported by the Nasdaq National Market. These quotations
reflect the inter-dealer prices, without retail markup, markdown or commission
and may not necessarily represent actual transactions.
Bid Prices
----------
Fiscal Year 2000 High Low
---------------- ---- ---
First Quarter 1.75 1.38
Second Quarter 2.50 1.50
Third Quarter 2.31 2.19
Fourth Quarter 2.38 1.41
Fiscal Year 2001 High Low
---------------- ---- ---
First Quarter 3.31 1.34
Second Quarter 3.20 2.10
Third Quarter 3.32 2.50
Fourth Quarter 3.20 2.19
Fiscal Year 2002 High Low
---------------- ---- ---
First Quarter 8.50 3.31
Second Quarter 15.94 7.62
Third Quarter 16.99 8.38
Fourth Quarter 9.76 6.08
HOLDERS
As of March 24, 2003, there were 59 holders of record our common stock.
DIVIDENDS
We have not paid any cash dividends on our common stock and do not intend
to pay cash dividends on our common stock for the foreseeable future. We intend
to retain future earnings to finance future development.
-16-
ITEM 6. SELECTED FINANCIAL DATA
The following selected financial data should be read in conjunction with
the financial statements and the notes thereto and "Management's Discussion and
Analysis of Financial Condition and Results of Operations" included elsewhere in
this Form 10-K. The historical income statement data for the 53 weeks ended
December 31, 2002 and for the 52 weeks ended December 25, 2001, December 26,
2000, December 28, 1999 and December 29, 1998, the balance sheet data as of
December 31, 2002, December 25, 2001, December 26, 2000, December 28, 1999, and
December 29, 1998 are derived from our audited financial statements.
53 weeks ended 52 weeks ended
--------------- --------------------------------------------------------------
Dec. 31, 2002 Dec. 25, 2001 Dec. 26, 2000 Dec. 28, 1999 Dec. 29, 1998
------------- ------------- ------------- ------------- -------------
(In thousands, except per share data)
INCOME STATEMENT DATA:
Net sales $102,464 $70,052 $54,928 $55,020 $33,127
Costs and expenses:
Cost of sales 26,815 18,955 14,515 15,115 9,202
Operating expenses 52,067 35,079 27,713 28,061 14,980
Depreciation and amortization 5,177 3,616 3,504 3,606 2,794
Preopening costs 1,654 1,218 500 487 --
Provision for asset impairment
and store closing -- -- 2,362 1,087 --
-------- ------- ------- ------- -------
Restaurant costs and expenses 85,713 58,868 48,594 48,356 26,976
-------- ------- ------- ------- -------
Restaurant operating income 16,751 11,184 6,334 6,664 6,151
General and administrative expenses 5,181 3,991 3,769 3,901 2,609
Goodwill amortization -- 244 244 244 244
Loss on disposal of assets 31 134 67 124 --
-------- ------- ------- ------- -------
Income from operations 11,539 6,915 2,254 2,395 3,298
Other income (expense) (388) (863) (1,180) (1,174) (70)
-------- ------- ------- ------- -------
Income from continuing operations
before income taxes 11,151 5,952 1,174 1,221 3,228
Provision for income taxes 3,961 2,200 336 413 1,193
-------- ------- ------- ------- -------
Income from continuing operations
before cumulative effect of a change
in accounting principle 7,190 3,752 838 808 2,035
Income (loss) from discontinued operations 13 (423) 10 9 45
-------- ------- ------- ------- -------
Income before cumulative effect of a
change in accounting principle 7,203 3,329 848 817 2,080
Cumulative effect of a change in
accounting principle -- -- -- (1,128) --
-------- ------- ------- ------- -------
Net income (loss) $ 7,203 $ 3,329 $ 848 $ (311) $ 2,080
======== ======= ======= ======= =======
Earnings (loss) per share information:
Basic
Income from continuing operations
before cumulative effect of a change
in accounting principle $ 0.77 $ 0.43 $ 0.09 $ 0.08 $ 0.20
Income (loss) from discontinued
operations -- (0.05) -- -- --
Cumulative effect of accounting change,
net of tax -- -- -- (0.11) --
-------- ------- ------- ------- -------
Net income (loss) $ 0.77 $ 0.38 $ 0.09 $ (0.03) $ 0.20
======== ======= ======= ======= =======
Weighted average number of common
shares outstanding 9,344 8,670 9,323 10,348 10,415
Diluted
Income from continuing operations
before cumulative effect of a change
in accounting principle $ 0.73 $ 0.43 $ 0.09 $ 0.08 $ 0.20
Income (loss) from discontinued
operations -- (0.05) -- -- --
Cumulative effect of accounting change,
net of tax -- -- -- (0.11) --
-------- ------- ------- ------- -------
Net income (loss) $ 0.73 $ 0.38 $ 0.09 $ (0.03) $ 0.20
======== ======= ======= ======= =======
Weighted average number of common
shares outstanding 9,801 8,694 9,329 10,352 10,436
-17-
Dec. 31, 2002 Dec. 25, 2001 Dec. 26, 2000 Dec. 28, 1999 Dec. 29, 1998
------------- ------------- ------------- ------------- -------------
BALANCE SHEET DATA: (In thousands)
Working capital (deficit) $ (5,618) $ (5,100) $ (3,435) $ (489) $ (947)
Total assets 55,895 43,150 40,128 41,352 41,284
Notes payable, including current portion 2,540 10,350 11,980 14,395 11,815
Stockholders' equity 43,284 24,149 20,987 22,232 23,736
-18-
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
GENERAL
You should read the following discussion and analysis in conjunction with
the information set forth under "Selected Financial Data" and the Financial
Statements and Notes thereto included elsewhere in this Form 10-K.
We began operations February 20, 1997 with three Fox and Hound and eight
Bailey's restaurants. We have opened and closed restaurants since that date as
follows:
1997(1) 1998 1999 2000 2001 2002 2003(2)
------- ---- ---- ---- ---- ---- -------
Open at beginning of period 11 16 32 35 38 43 54
Opened during period 5 16 5 3 5 12 2
Closed during period - - 2 - - 1 -
-- -- -- -- -- -- --
Open at end of period 16 32 35 38 43 54 56
== == == == == == ==
- ---------------
(1) From February 20, 1997 through December 30, 1997
(2) From January 1, 2003 through March 24, 2003
The components of our net sales are food and non-alcoholic beverages,
alcoholic beverages, and entertainment and other (principally billiard table
rental fees). For fiscal years 2002 and 2001, the components of net sales were
as follows: (i) food and non-alcoholic beverages: 33.1% and 31.4%, respectively;
(ii) alcoholic beverages: 58.5% and 59.5%, respectively; and (iii) entertainment
and other: 8.4% and 9.1%, respectively.
The components of our cost of sales primarily include direct costs of food,
non-alcoholic beverages and alcoholic beverages. These costs are generally
variable and will fluctuate with changes in sales volume and sales mix.
Components of restaurant operating expenses include operating payroll and
fringe benefits, and occupancy, maintenance and utilities. All but one of our
locations are leased and provide for a minimum annual rent, with some leases
calling for additional rent based on sales volume at the particular location in
excess of specified minimum sales levels.
Depreciation and amortization costs primarily include depreciation and
amortization of capital expenditures for restaurants.
Prior to December 30, 1998, preopening costs which include labor costs,
costs of hiring and training personnel and certain other costs relating to
opening new restaurants, were capitalized and amortized over a 12 month period,
beginning in the period that the restaurant opened. Effective December 30, 1998,
preopening costs are expensed as incurred.
The provision for asset impairment reflects the charges made for the write
down of certain underperforming restaurant assets. We periodically review our
long lived assets that are held and used in our restaurant operations for
indications of impairment. The provision for restaurant closing primarily
includes the remaining lease obligation for closed restaurants.
General and administrative expenses include all corporate and
administrative functions that support existing operations and provide an
infrastructure to support future growth. Management, supervisory and staff
salaries, employee benefits, travel, information systems, training, rent and
office supplies, as well as accounting services fees, are major items in this
category.
-19-
In calculating comparable restaurant sales, we include a restaurant in the
comparable restaurant base after it has been in operation for 18 full months. As
of March 24, 2003, there were 40 restaurants in the comparable restaurant base.
Annualized average weekly sales are computed by dividing net sales during the
period by the number of store operating weeks and multiplying the result by 52.
-20-
RESULTS OF OPERATIONS
The following discussion of results of operations should be read in
conjunction with the information under the caption "Selected Financial Data,"
our Consolidated Financial Statements and related Notes thereto and the other
financial data included elsewhere in this Form 10-K. We operate on a 52 or 53
week fiscal year ending the last Tuesday in December. Fiscal years 2000 and 2001
each consisted of 52 weeks and fiscal year 2002 consisted of 53 weeks. Our
fiscal quarters consist of three accounting periods of 12 weeks each and a final
period of 16 or 17 weeks.
The following table sets forth for the periods indicated the percentages
which certain items included in the Condensed Consolidated Statement of Income
bear to net sales and other selected operating data.
Year Ended(1)
---------------------------------------
Dec. 31, Dec. 25, Dec. 26,
2002 2001 2000
-------- -------- --------
INCOME STATEMENT DATA:
Net sales 100.0% 100.0% 100.0%
Costs and expenses:
Cost of sales 26.2 27.1 26.4
Operating expenses 50.8 50.1 50.5
Depreciation and amortization 5.1 5.2 6.4
Preopening costs 1.6 1.6 0.9
Provision for asset impairment -- -- 4.3
------ ------ ------
Restaurant costs and expenses 83.7 84.0 88.5
------ ------ ------
Restaurant operating income 16.3 16.0 11.5
General and administrative 5.0 5.7 6.9
Goodwill amortization -- 0.4 0.4
Loss on disposal of assets -- (0.2) (0.1)
------ ------ ------
Income from operations 11.3 9.7 4.1
Other income/(expense) (0.1) -- --
Interest expense (0.3) (1.2) (2.0)
------ ------ ------
Income from continuing operations
before income taxes 10.9 8.5 2.1
Provision for income taxes 3.9 3.1 0.6
------ ------ ------
Income from continuing operations 7.0 5.4 1.5
Income (loss) from discontinued operations -- (0.6) --
------ ------ ------
Net income 7.0% 4.8% 1.5%
====== ====== ======
RESTAURANT OPERATING DATA:
Number of locations at end of period 54 43 38
Number of store operating weeks (2) 2,599 2,071 1,831
Annualized average weekly sales per location (3) $2,056 $1,780 $1,590
- ------------------------------------
(1) The Company operates on a 52 or 53 week fiscal year ending the last
Tuesday in December. The fiscal quarters for the Company consist of
accounting periods of 12, 12, 12 and 16 or 17 weeks, respectively.
(2) Store operating weeks represents the number of weeks all locations
were open during the period.
(3) Annualized average weekly sales per location are computed by dividing
net sales during the period by the number of store operating weeks and
multiplying the result by fifty-two.
FIFTY-THREE WEEKS ENDED DECEMBER 31, 2002 COMPARED TO FIFTY-TWO WEEKS ENDED
DECEMBER 25, 2001
-21-
Net sales increased $32,412,000 (46.3%) for the 53 weeks ended December 31,
2002 to $102,464,000 from $70,052,000 for the 52 weeks ended December 25, 2001,
which was attributable to a 15.5% increase in annualized average weekly sales
($2,056,000 versus $1,780,000) and a 25.5% increase in store operating weeks
(2,599 versus 2,071). Same store sales increased 6.6% for the 53 weeks ended
December 31, 2002.
Costs of sales increased $7,860,000 (41.5%) for the 53 weeks ended December
31, 2002 to $26,815,000 from $18,955,000 for the 52 weeks ended December 25,
2001, and decreased as a percentage of net sales to 26.2% from 27.1%. This
decrease as a percentage of net sales was principally attributable to lower food
costs associated with new barbeque items and price increases on selected menu
items implemented in the fourth quarter of fiscal year 2002.
Restaurant operating expenses increased $16,988,000 (48.4%) for the 53
weeks ended December 31, 2002 to $52,067,000 from $35,079,000 for the 52 weeks
ended December 25, 2001, and increased as a percentage of net sales to 50.8%
from 50.1%. This increase as a percentage of net sales was principally
attributable to higher hourly labor costs on new restaurants during the initial
months after opening, increases in group insurance costs and workers
compensation premiums and higher advertising costs as a result of radio
advertising in several markets, offset by leveraging fixed expenses against a
higher sales volume.
Depreciation and amortization increased $1,561,000 (43.2%) for the 53 weeks
ended December 31, 2002 to $5,177,000 from $3,616,000 for the 52 weeks ended
December 25, 2001, and decreased as a percentage of net sales to 5.1% from 5.2%.
This increase in expense is due to additional depreciation on twelve restaurants
opened net of one restaurant closed since December 25, 2001.
Preopening costs increased $436,000 (35.8%) for the 53 weeks ended December
31, 2002 to $1,654,000 from $1,218,000 for the 52 weeks ended December 25, 2001,
and remained 1.6% as a percentage of net sales. Preopening costs for fiscal year
2002 were related to the opening of twelve restaurants in fiscal year 2002 and
partial preopening costs related to restaurants that will open in fiscal year
2003. Preopening costs for fiscal 2001 were related to the opening of five
restaurants in fiscal year 2001 and costs related to restaurants that opened in
fiscal year 2002.
General and administrative expenses increased $1,190,000 (29.8%) for the 53
weeks ended December 31, 2002 to $5,181,000 from $3,991,000 for the 52 weeks
ended December 25, 2001, due to an increase in corporate infrastructure to
support our expansion. General and administrative expenses decreased as a
percentage of net sales to 5.0% from 5.7%, due to higher sales volume.
Other expense was $46,000 for the 53 weeks ended December 31, 2002. This
expense was related to the write-off of an interest in a limited partnership
investment.
Loss on disposal of assets was $31,000 for the 53 weeks ended December 31,
2002 and $134,000 for the 52 weeks ended December 25, 2001. The losses reflect
the disposal of certain video games for both years.
Interest expense decreased $522,000 for the 53 weeks ended December 31,
2002 to $342,000 from $864,000 for the 52 weeks ended December 25, 2001. This
decrease is due to both a lower interest rate and lower average balance
applicable to our line of credit in the current fiscal year compared with the
prior fiscal year.
The effective income tax rate on income was 35.5% for the 53 weeks ended
December 31, 2002 as compared to 36.8% for the 52 weeks ended December 25, 2001.
This decrease was primarily due to the impact of the credit for social security
taxes paid on tips in excess of minimum wage relative to the amount of income
before taxes.
-22-
Income from discontinued operations was $13,000 for the 53 weeks ended
December 31, 2002 due to income applicable to the restaurant closed on March 31,
2002.
FIFTY-TWO WEEKS ENDED DECEMBER 25, 2001 COMPARED TO FIFTY-TWO WEEKS ENDED
DECEMBER 26, 2000
Net sales increased $15,124,000 (27.5%) for the 52 weeks ended December 25,
2001 to $70,052,000 from $54,928,000 for the 52 weeks ended December 26, 2000,
which was attributable to a 11.9% increase in annualized average weekly sales
($1,780,000 versus $1,590,000) and a 13.2% increase in store operating weeks
(2,071 versus 1,830). Same store sales increased 7.4% for the 52 weeks ended
December 25, 2001.
Costs of sales increased $4,440,000 (30.6%) for the 52 weeks ended December
25, 2001 to $18,955,000 from $14,515,000 for the 52 weeks ended December 26,
2000, and increased as a percentage of net sales to 27.1% from 26.4%. This
increase as a percentage of net sales was principally attributable to higher
food costs associated with a new menu implemented in the first quarter of fiscal
year 2001 and an increase in pork and poultry costs.
Restaurant operating expenses increased $7,366,000 (26.6%) for the 52 weeks
ended December 25, 2001 to $35,079,000 from $27,713,000 for the 52 weeks ended
December 26, 2000, and decreased as a percentage of net sales to 50.1% from
50.5%. This decrease as a percentage of net sales was principally attributable
to the effect of leveraging fixed expenses against higher unit volumes.
Depreciation and amortization increased $112,000 (3.2%) for the 52 weeks
ended December 25, 2001 to $3,616,000 from $3,504,000 for the 52 weeks ended
December 26, 2000, and decreased as a percentage of net sales to 5.2% from 6.4%.
This net increase was due principally to depreciation incurred during fiscal
year 2001 on eight restaurants opened since September 5, 2000 offset by the
elimination of depreciation in fiscal 2001 on (i) assets in two restaurants for
which an impairment charge was taken in the fourth quarter of fiscal year 2000
and (ii) certain assets, principally capitalized smallwares, with a two-year
life that were added in fiscal year 1998.
Preopening costs increased $716,000 (142.9%) for the 52 weeks ended
December 25, 2001 to $1,217,000 from $501,000 for the 52 weeks ended December
26, 2000, and increased as a percentage of net sales to 1.6% from 0.9%.
Preopening costs for fiscal year 2001 were related to the opening of five
restaurants in fiscal year 2001 and partial preopening costs related to
restaurants that opened in fiscal year 2002. Preopening costs for fiscal 2000
were related to the opening of three restaurants in fiscal year 2000 and costs
related to restaurants that opened in fiscal year 2001.
Provision for asset impairment was $2,362,000 for the 52 weeks ended
December 26, 2000.
General and administrative expenses increased $222,000 (5.9%) for the 52
weeks ended December 25, 2001 to $3,991,000 from $3,769,000 for the 52 weeks
ended December 26, 2000, due to an increase in corporate infrastructure to
support our expansion. General and administrative expenses decreased as a
percentage of net sales to 5.7% from 6.9%, due to higher sales volume.
Loss on disposal of assets was $134,000 for the 52 weeks ended December 25,
2001 and $67,000 for the 52 weeks ended December 26, 2000. The losses reflect
the disposal of certain video games for both years.
Interest expense decreased $217,000 (20.1%) for the 52 weeks ended December
25, 2001 to $864,000 from $1,081,000 for the 52 weeks ended December 26, 2000.
This decrease is due to a
-23-
lower interest rate applicable to our line of credit in the current year
compared with the prior year offset by a higher average balance on the line of
credit during the current year compared with the prior year.
The effective income tax rate on income was 36.8% for the 52 weeks ended
December 25, 2001 as compared to 28.7% for the 52 weeks ended December 26, 2000.
This increase was primarily due to the impact of the credit for social security
taxes paid on tips in excess of minimum wage relative to the amount of income
before taxes.
Loss from discontinued operations was $423,000 for the 52 weeks ended
December 25, 2001 primarily due to a provision for asset impairment of $354,000,
net of tax, applicable to the restaurant closed on March 31, 2002.
QUARTERLY FLUCTUATIONS, SEASONALITY AND INFLATION
Our operating results may fluctuate significantly from period to period and
the results for one period may not be indicative of results for other periods.
Our operating results may also fluctuate significantly because of several
factors, including the timing of new restaurant openings and related expenses,
seasonality, profitability of new restaurants, increases or decreases in
comparable restaurant sales, general economic conditions, consumer confidence in
the economy, changes in consumer preferences, competitive factors and weather
conditions.
The timing of new restaurant openings may result in significant
fluctuations in quarterly results as a result of the revenues and expenses
associated with each new restaurant location. We typically incur most preopening
costs for a new restaurant within the two months immediately preceding, and the
month of, the restaurant's opening. In addition, the labor and operating costs
for a newly opened restaurant during the first three to six months of operation
are materially greater than what can be expected after that time, both in
aggregate dollars and as a percentage of restaurant sales. Our growth, operating
results and profitability will depend to a large degree on our ability to
increase the number of our restaurants.
We expect seasonality to continue to be a factor in our results of
operations. Historically, our revenues have been moderately higher in the first
and fourth quarters due to weather conditions, major sporting events and the
year-end holidays. Our revenues in most of our restaurants have been lower
during the summer months of each year, and we expect lower second and third
quarter revenues to continue in the future. In addition, for accounting
purposes, the first, second and third quarters of each fiscal year consist of 12
weeks and fourth quarter consists of 16 or 17 weeks. As a result, some of the
variations in our operating results may be attributable to the different lengths
of the fiscal quarters. These quarterly fluctuations may cause our operating
results to fall below the expectations of securities analysts and investors,
which could cause our stock price to fall.
The primary inflationary factors affecting our operations include food,
liquor and labor costs. Significant numbers of our personnel are paid at rates
related to the federal minimum wage which is currently $5.15 per hour.
Accordingly, increases in the minimum wage will increase our labor costs. As
costs of food and labor have increased, we have historically been able to offset
these increases through economies of scale and improved operating procedures. To
date, inflation has not had a material impact on operating margins.
-24-
LIQUIDITY AND CAPITAL RESOURCES
As is customary in the restaurant industry, we operate with negative
working capital. Negative working capital increased $518,000 to $5,618,000 as of
December 31, 2002 from $5,100,000 as of December 25, 2001. This increase is
attributable primarily to the cost of purchases of property and equipment in
excess of working capital provided by operations, net proceeds from the line of
credit and net proceeds from the sale of stock. Cash decreased $230,000 to
$1,116,000 as of December 31, 2002 from $1,346,000 as of December 25, 2001. We
do not have significant receivables or inventory and receives trade credit based
upon negotiated terms in purchasing food and supplies. Because funds available
from cash sales are not needed immediately to pay for food and supplies, or to
finance inventory, they may be considered as a source of financing for
noncurrent capital expenditures.
On September 1, 1998 we entered into a loan agreement with Intrust Bank,
N.A. (the "Line of Credit") which provides for a line of credit of $20,000,000
subject to certain limitations based on earnings before interest, taxes,
depreciation and amortization of the past fifty-two weeks and the amount of
capital lease obligations on personal property. The Line of Credit is secured by
substantially all of our assets. The Line of Credit requires monthly payments of
interest only until November 1, 2003, at which time equal monthly installments
of principal and interest are required as necessary to fully amortize the
outstanding indebtedness plus future interest over a period of four years.
Interest is accrued at 1/2% below the prime rate as published in The Wall Street
Journal. Proceeds from the Line of Credit are being used for restaurant
development. As of December 31, 2002 the we had borrowed $2,540,000 under the
Line of Credit. We are in compliance with all debt covenants.
Cash flows from operations were $13,852,000 for the 53 weeks ended December
31, 2002 compared to $10,388,000 for the 52 weeks ended December 25, 2001.
Purchases of property and equipment were $17,903,000 in the 53 weeks ended
December 31, 2002 compared to $9,540,000 in the 52 weeks ended December 25,
2001. Net repayments of the revolving note payable to bank were $7,810,000 for
the 53 week period ending December 31, 2002 compared to $1,630,000 for the 52
weeks ending December 25, 2001. At December 31, 2002, we had $1,116,000 in cash
and cash equivalents.
We intend to open 10 to 12 new locations in fiscal year 2003 and twelve to
fifteen new locations in fiscal year 2004. At March 24, 2003, two restaurants
had been opened in fiscal 2003, three restaurants were under construction and an
additional five leases had been executed. We are currently evaluating locations
in markets familiar to our management team. However, the number of locations
actually opened and the timing thereof may vary depending upon our ability to
locate suitable sites and negotiate favorable leases. We expect to expend
approximately $14.0 to $18.0 million to open new locations over the next twelve
months.
We believe the funds available from the Line of Credit and cash flow from
operations will be sufficient to satisfy our working capital and capital
expenditure requirements for at least the next twelve months. There can be no
assurance, however, that changes in our operating plans, the acceleration or
modification of our expansion plans, lower than anticipated revenues, increased
expenses, stock repurchases, potential acquisitions or other events will not
cause the us to seek additional financing sooner than anticipated, prevent us
from achieving the goals of our expansion strategy or prevent any newly opened
locations from operating profitably. There can be no assurance that additional
financing will be available on terms acceptable to us or at all.
A summary of our obligations and commitments to make future payments under
contracts, including debt, lease agreements and the administrative services
agreement is presented
-25-
below. The long-term debt payments represent principal payments only. The
Company must also make monthly interest payments on the outstanding debt balance
at a rate of 1/2% below the prime rate as published in The Wall Street Journal
(3.75% at December 31, 2002).
Less than 1-3 4-5 After
Contractual Obligations Total 1 Year Years Years 5 Years
----------------------- ----- ------ ----- ----- -------
Long-term debt $ 2,540,000 $ 98,000 $ 1,231,000 $ 1,211,000 $ --
Operating leases 38,832,000 6,210,000 8,750,000 7,322,000 16,550,000
Other commitments 1,334,200 619,450 714,750 -- --
------------ ------------ ------------ ------------ ------------
Totals $ 42,706,200 $ 6,927,450 $ 10,695,750 $ 8,533,000 $ 16,550,000
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
We consider determination of impairment of long-lived assets as a critical
accounting policy because the determination as to whether the long-lived assets
of a restaurant are impaired, and, if impaired, the fair value of such assets,
requires the use of judgment, particularly as it relates to projecting whether
the sum of expected undiscounted future cash flows for the restaurant over an
extended period of time will equal or exceed the carrying value of such assets.
We use the best information available to make the determination; however, actual
future cash flows for a restaurant may vary significantly from the cash flows
projected in conjunction with the impairment assessment. The potential impact on
our financial statements of incorrect judgments regarding impairment of
long-lived assets is that a provision for impairment could be needlessly
recorded if projected future cash flows for a restaurant are significantly
underestimated or a provision for impairment could be deferred until later
determined necessary in a future period if initial projected cash flows are
overestimated. See Note 1 of Notes to Consolidated Financial Statements for a
description of our accounting policy for impairment of long-lived assets.
FORWARD LOOKING STATEMENTS
This report contains certain forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, which are intended to be covered by
the safe harbors created thereby. Although we believe that the assumptions
underlying the forward-looking statements contained herein are reasonable, any
of the assumptions could be inaccurate, and, therefore, there can be no
assurance that the forward-looking statements included in this report will prove
to be accurate. Our actual results may differ materially from the
forward-looking statements contained herein. Factors that could cause actual
results to differ from the results discussed in the forward-looking statements
include, but are not limited to, potential increases in food, alcohol, labor,
and other operating costs, changes in competition, the inability to find
suitable new locations, changes in consumer preferences or spending patterns,
changes in demographic trends, the effectiveness of our operating and growth
initiatives and promotional efforts, and changes in government regulation. In
light of the significant uncertainties inherent in the forward-looking
statements included herein, the inclusion of such information should not be
regarded as a representation by us or any other person that our objectives and
plans will be achieved.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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INTEREST RATE RISK
Our Line of Credit has a variable rate which is directly affected by
changes in U.S. interest rates. The average interest rate of the Line of Credit
was 4.21% for the year ended December 31, 2002. The following table presents the
quantitative interest rate risks at December 31, 2002:
Principal Amount by Expected Maturity
------------------------------------------------
(In thousands) Fair
There- Value
(dollars in thousands) 2003 2004 2005 2006 2007 after Total 12/31/02
---------------------- ---- ---- ---- ---- ---- ----- ----- --------
Variable rate debt $ 98 $604 $627 $651 $561 $-- $2,540 $2,540
Average Interest Rate--
1/2% below prime 3.75% 3.75% 3.75% 3.75% 3.75% 3.75%
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See the Consolidated Financial Statements listed in the accompanying Index
to Financial Statements on Page F-1 herein. Information required for financial
schedules under Regulation S-X is either not applicable or is included in the
financial statements or notes thereto.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this Item 10 will be in our definitive proxy
materials to be filed with the Securities and Exchange Commission and is
incorporated in this Annual Report on Form 10-K by this reference.
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ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item 11 will be in our definitive proxy
materials to be filed with the Securities and Exchange Commission and is
incorporated in this Annual Report on Form 10-K by this reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The information required by this Item 12 concerning holdings of our common
stock by certain beneficial owners will be in our definitive proxy materials to
be filed with the Securities and Exchange Commission and is incorporated in this
Annual Report on Form 10-K by this reference.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS.
This table summarizes information about our equity compensation plans
(including individual compensation arrangements) which authorize the issuance of
equity securities as of December 31, 2002.
Number of Securities
Number of Securities to Remaining Available
be Issued Upon Weighted-Average for Future Issuance
Exercise of Exercise Price of Under Equity
Outstanding Options(1) Outstanding Options Compensation Plans
---------------------- ------------------- ------------------
Plan Category:
Equity Compensation Plans Approved by
Security Holders (2) 1,032,741 $ 5.42 680,292
Equity Compensation Plans Not Approved
by Security Holders -- -- --
--------- -------- -------
Total 1,032,741 $ 5.42 680,292
========= ======== =======
(1) Number of shares is subject to adjustment for changes in capitalization
such as stock splits, stock dividends and similar events.
(2) Consists of the 1997 Incentive and Nonqualified Stock Option Plan and
the 1997 Directors Stock Option Plan.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this Item 13 will be in our definitive proxy
materials to be filed with the Securities and Exchange Commission and is
incorporated in this Annual Report on Form 10-K by this reference.
ITEM 14. CONTROLS AND PROCEDURES
Within the 90 days prior to the date of this report, we carried out an
evaluation, under the supervision and with the participation of the our
management, including our Chief Executive Officer and Chief Financial Officer,
of the effectiveness of the design and operation of our disclosure controls and
procedures pursuant to Exchange Act Rule 13a-14. Based upon that evaluation, the
Chief Executive Officer and Chief Financial Officer concluded that our
disclosure controls and procedures are effective. There were no significant
changes in our
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internal controls or in other factors that could significantly affect these
controls subsequent to the date of their evaluation.
Certifications of the Chief Executive Officer and Chief Financial Officer
regarding, among other items, disclosure controls and procedures are included
immediately after the signature section of this Form 10-K.
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PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this report:
(1) Financial Statements.
See Index to Financial Statements which appears on
page F-1 herein.
(2) Exhibits
INDEX TO EXHIBITS
Exhibit
Number Exhibit
------ -------
*2.1 Form of Stock for Stock Exchange Agreement between the
Registrant, the Shareholders of F&H Restaurant Corp.,
Fox & Hound, Inc., Fox & Hound II, Inc. and Bailey's
Sports Grille, Inc. and Certain Limited Partners of N.
Collins Entertainment, Ltd., 505 Entertainment, Ltd.,
Midway Entertainment, Ltd. and F&H Dallas, L.P., dated
February 20, 1997.
*3.1 Certificate of Incorporation of the Registrant.
*3.1.1 Amendment to the Certificate of Incorporation of the
Registrant.
*3.2 By-laws of the Registrant.
*4.1 Specimen Certificate of the Registrant's Common Stock.
*10.1 Form of 1997 Incentive and Nonqualified Stock Option
Plan of the Registrant.
*10.2 Form of 1997 Directors' Stock Option Plan of the
Registrant.
*10.3 Form of Indemnification Agreement for officers and
directors of the Registrant.
*10.4 Non-Competition, Confidentiality and Non-Solicitation
Agreement between the Registrant and Dennis L.
Thompson, dated February 20, 1997.
*10.5 Non-Competition, Confidentiality and Non-Solicitation
Agreement between the Registrant and Thomas A. Hager,
dated February 20, 1997.
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*10.6 Lease by and between Real Alchemy I, L.P. and Midway
Entertainment, Ltd., dated June 1, 1995.
*10.6.1 First Amendment to Lease by and between Real Alchemy I,
L.P. and Midway Entertainment, Ltd., dated December 6,
1996.
*10.6.2 Amendment to Lease by and between Real Alchemy I, L.P.
and Midway Entertainment, Ltd., dated December 6, 1996.
*10.7 Lease by and between 505 Center, L.P. and 505
Entertainment, Ltd., dated January 31, 1994.
*10.7.1 Amendment to Lease by and between 505 Center, L.P. and
505 Entertainment, Ltd., dated December 6, 1996.
**10.8 Loan Agreement by and among Intrust Bank, N.A., TENT
Finance, Inc., the Registrant, and various subsidiaries
of Registrant, as "Guarantors," dated September 1,
1998.
**10.8.1 First Amendment to Loan Agreement by and among Intrust
Bank, N.A., TENT Finance, Inc., the Registrant, and
various subsidiaries of Registrant, as "Guarantors,"
dated October 30, 2001.
**10.8.2 Second Amendment to Loan Agreement by and among Intrust
Bank, N.A., TENT Finance, Inc., the Registrant, and
various subsidiaries of Registrant, as "Guarantors,"
dated June 14, 2002.
**10.9 Agreement for Sale and Purchase of Assets between BMR
Restaurants, LLC and Fox & Hound of Virginia, Inc.,
dated February 6, 2002.
**10.10 Subscription Agreement between Fox & Hound of Colorado,
Inc. and Cool River Restaurant Denver, L.P., dated
April 27, 2000.
**10.11 Subscription Agreement between Fox & Hound of Texas,
Inc. and Cool River Restaurant Austin, L.P., dated
April 27, 2000.
**10.12 Employment Agreement between the Registrant and Steven
M. Johnson, dated June 12, 2002.
**10.13 Employment Agreement between the Registrant and Kenneth
C. Syvarth, dated June 12, 2002.
**10.14 Employment Agreement between the Registrant and James
K. Zielke, dated June 12, 2002.
**10.15 Employment Agreement between the Registrant and Gary M.
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Judd, dated June 12, 2002.
**10.16 Fox & Hound of Littleton, Inc. Stockholders Agreement
by and among TENT Finance, Inc., Gary M. Judd and James
K. Zielke dated as of June 12, 2002.
**10.17 Fox & Hound of Littleton, Inc. Form of Pledge and
Security Agreement.
***21.1 Subsidiaries of Registrant.
***24.1 Powers of Attorney (included on the signature page of
this Form 10-K).
***99.1 Certification by Steven M. Johnson pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
***99.2 Certification by James K. Zielke pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
(b) Reports on Form 8-K filed in the fourth quarter of 2002:
We filed two Form 8-Ks under Item #5 - Other Events for the
quarter ended December 31, 2002
* Incorporated by reference to the Company's Registration Statement
on Form S-1, as amended (Commission File No. 333-23343).
** Incorporated by reference to the Company's Registration Statement
on Form S-2, as amended (Commission File No. 333-90542).
*** Filed herewith
**** Incorporated by reference to our Form 8-K of November 9, 2000
(Commission File No. 000-22753)
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Wichita, State of Kansas, on this 28th day of March, 2003.
TOTAL ENTERTAINMENT RESTAURANT CORP.
(Registrant)
/s/ James K. Zielke
----------------------------------------
James K. Zielke
Chief Financial Officer,
Treasurer, Secretary and Director
(principal accounting officer)
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SIGNATORIES
Know all men by these presents, that each person whose signature appears below
hereby constitutes and appoints James K. Zielke his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments to this Form 10-K and to file the same, with exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent full power
and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact and
agent or either of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Dennis L. Thompson Co-Chairman of the Board March 28, 2003
--------------------------------
Dennis L. Thompson
/s/ Stephen P. Hartnett Co-Chairman of the Board March 28, 2003
--------------------------------
Stephen P. Hartnett
/s/ Steven M. Johnson Chief Executive Officer and March 28, 2003
-------------------------------- Director
Steven M. Johnson (principal executive officer)
/s/ Gary M. Judd President and Director March 28, 2003
--------------------------------
Gary M. Judd
/s/ James K. Zielke Chief Financial Officer, March 28, 2003
-------------------------------- Treasurer, Secretary
James K. Zielke and Director
(principal accounting officer)
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/s/ Thomas A. Hager Director March 28, 2003
--------------------------------
Thomas A. Hager
/s/ C. Wells Hall, III Director March 28, 2003
--------------------------------
C. Wells Hall, III
/s/ E. Gene Street Director March 28, 2003
--------------------------------
E. Gene Street
/s/ John D. Harkey, Jr. Director March 28, 2003
--------------------------------
John D. Harkey, Jr.
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TOTAL ENTERTAINMENT RESTAURANT CORP.
SECTION 302 CERTIFICATION
I, Steven M. Johnson, certify that:
1. I have reviewed this annual report on Form 10-K of Total Entertainment
Restaurant Corp., a Delaware corporation (the "registrant");
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date March 28, 2003 /s/ Steven M. Johnson
----------------------------- --------------------------------
Steven M. Johnson
Chief Executive Officer
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TOTAL ENTERTAINMENT RESTAURANT CORP.
SECTION 302 CERTIFICATION
I, James K. Zielke, certify that:
1. I have reviewed this annual report on Form 10-K of Total Entertainment
Restaurant Corp., a Delaware corporation (the "registrant");
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and
d) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
c) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date March 28, 2003 /s/ James K. Zielke
--------------------------- --------------------------------------
James K. Zielke
Chief Financial Officer, Secretary
and Treasurer
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SUBSIDIARIES OF TOTAL ENTERTAINMENT RESTAURANT CORP.
AS OF MARCH 24, 2003
F & H Restaurant Corp. Bryant Beverage Corporation
TENT Finance, Inc. Campbell Beverage Corp.
TENT Management, Inc. Downtown Beverage Corp.
Bailey's Sports Grill Fox & Hound Club
Bailey's Sports Grille, Inc. Guadalupe Beverage Corp.
Fox & Hound, Inc. Jackson Beverage Corporation
Fox & Hound II, Inc. Lewisville Beverage Corp.
F & H Restaurants of Texas, Inc. Raider Beverage Corporation
Alabama Fox & Hound, Inc. Rocket Beverage Corporation
Fox & Hound of Arizona, Inc. Skillman Beverage Corp.
Fox & Hound of Colorado, Inc. Midway Entertainment, Ltd.
F & H Restaurant of Georgia, Inc. N. Collins Entertainment, Ltd.
Fox & Hound of Illinois, Inc. 505 Entertainment, Ltd.
Fox & Hound of Indiana, Inc. Fox & Hound of San Antonio, Ltd.
F & H of Iowa, Inc. Fox & Hound of Austin, Ltd.
Fox & Hound of Kansas, Inc. Fox & Hound of Dallas, Ltd.
F & H of Kennesaw, Inc. Fox & Hound of Dallas #3, Ltd.
Fox & Hound of Littleton, Inc. Fox & Hound of Lubbock, Ltd.
Fox & Hound of Louisiana, Inc. Fox & Hound of Houston, Ltd.
Fox & Hound of Michigan, Inc. Fox & Hound of Houston #2, Ltd.
Fox & Hound of Missouri, Inc. Fox & Hound of Houston #3, Ltd.
Fox & Hound of Nebraska, Inc. Fox & Hound of Lewisville, Ltd.
Fox & Hound of North Carolina, Inc. Fox & Hound of Fort Worth, Ltd.
Fox & Hound of Ohio, Inc. Fox & Hound of Richardson, Ltd.
Pennsylvania Fox & Hound, Inc.
Fox & Hound of Tennessee, Inc.
Fox & Hound of Texas, Inc.
Fox & Hound of Virginia, Inc.
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