UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
-------------------------
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended Commission file number
MARCH 19, 2002 000-22753
-------------- ---------
TOTAL ENTERTAINMENT RESTAURANT CORP.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 52-2016614
-------- ----------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
9300 EAST CENTRAL AVENUE
SUITE 100
WICHITA, KANSAS 67206
(Address of principal executive offices) (Zip code)
(316) 634-0505
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
[X] YES [ ] NO
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
CLASS Outstanding at April 26, 2002
------
COMMON STOCK, $.01 PAR VALUE 8,837,493 SHARES
TOTAL ENTERTAINMENT RESTAURANT CORP.
INDEX
PAGE
NUMBER
PART I. FINANCIAL INFORMATION
ITEM 1. CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
CONDENSED CONSOLIDATED BALANCE SHEETS AT
MARCH 19, 2002 AND DECEMBER 25, 2001 2
CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS FOR THE TWELVE WEEKS ENDED
MARCH 19, 2002 AND MARCH 20, 2001 3
CONDENSED CONSOLIDATED STATEMENTS OF
CASH FLOWS FOR THE TWELVE WEEKS ENDED
MARCH 19, 2002 AND MARCH 20, 2001 4
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS 5
ITEM 2. MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS 7
ITEM 3. QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK 11
PART II. OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES 12
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 12
-1-
TOTAL ENTERTAINMENT RESTAURANT CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
March 19, 2002 December 25, 2001
-------------------- --------------------
ASSETS
Current assets:
Cash and cash equivalents $ 909,915 $ 1,346,495
Inventories 1,363,211 1,230,636
Deferred income taxes 238,770 223,742
Other current assets 1,238,077 586,967
----------- -----------
Total current assets 3,749,973 3,387,840
Property and equipment:
Land 600,000 600,000
Buildings 670,629 670,629
Leasehold improvements 28,938,323 26,336,678
Equipment 16,993,556 15,284,124
Furniture and fixtures 4,329,688 3,890,170
----------- -----------
51,532,196 46,781,601
Less accumulated depreciation and amortization 13,240,026 12,249,339
----------- -----------
38,292,170 34,532,262
Other assets:
Goodwill, net of accumulated amortization 3,661,134 3,661,134
Deferred income taxes 945,897 982,875
Other assets 664,012 586,048
----------- -----------
Total Other Assets 5,271,043 5,230,057
----------- -----------
Total assets $47,313,186 $43,150,159
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 3,279,294 $ 3,741,281
Sales tax payable 863,131 529,852
Accrued payroll 740,973 873,765
Accrued payroll taxes 464,520 23,258
Accrued income taxes 1,490,086 2,155,170
Lease obligation for closed store 131,946 158,342
Other accrued liabilities 1,374,939 1,065,734
----------- -----------
Total current liabilities 8,344,889 8,547,402
12,825,000 10,350,000
96,952 103,875
Stockholders' equity:
Preferred stock - -
Common stock 86,656 86,656
Additional paid-in capital 17,134,953 17,134,953
Retained earnings 8,824,736 6,927,273
----------- -----------
Total stockholders' equity 26,046,345 24,148,882
----------- -----------
Total liabilities and stockholders' equity $47,313,186 $43,150,159
=========== ===========
See accompanying notes.
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TOTAL ENTERTAINMENT RESTAURANT CORP.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Twelve weeks Twelve weeks
ended ended
March 19, 2002 March 20, 2001
------------------ ------------------
Sales:
Food and beverage $20,117,978 $14,906,505
Entertainment and other 1,986,217 1,530,512
------------ ------------
Total net sales 22,104,195 16,437,017
Costs and expenses:
Costs of sales 5,803,724 4,450,827
Entertainment and restaurant operating expenses 10,555,263 8,024,978
Depreciation and amortization 1,009,618 816,399
Preopening costs 490,641 71,407
------------ ------------
Entertainment and restaurant costs and expenses 17,859,246 13,363,611
------------ ------------
Entertainment and restaurant operating income 4,244,949 3,073,406
General and administrative expenses 1,155,265 866,848
Goodwill amortization - 56,345
------------ ------------
Income from operations 3,089,684 2,150,213
Other income (expense):
Loss on disposal of assets (18,239) (23,290)
Other income, principally interest 6 40
Interest expense (106,665) (254,639)
------------ ------------
Income before provision for income taxes 2,964,786 1,872,324
Provision for income taxes 1,067,323 681,115
------------ ------------
Net income $ 1,897,463 $ 1,191,209
============ ============
Basic earnings per share $ 0.22 $ 0.14
============ ============
Diluted earnings per share $ 0.21 $ 0.14
============ ============
See accompanying notes.
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TOTAL ENTERTAINMENT RESTAURANT CORP.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
Twelve weeks Twelve weeks
ended ended
March 19, 2002 March 20, 2001
------------------ ------------------
Cash flows from operating activities:
Net income $ 1,897,463 $ 1,191,209
Adjustments to reconcile net income to net cash
provided by operating activities:
Loss on disposal of assets 18,239 23,290
Depreciation and amortization 1,024,193 885,037
Deferred income taxes 21,950 39,669
Net change in operating assets and liabilities:
Change in operating assets (870,521) (360,593)
Change in operating liabilities (332,899) (256,301)
----------- -----------
Net cash provided by operating activities 1,758,425 1,522,311
Cash flows from investing activities:
Purchases of property and equipment (4,676,400) (2,186,493)
Proceeds from disposal of assets 6,395 8,000
----------- -----------
Net cash used in investing activities (4,670,005) (2,178,493)
Cash flows from financing activities:
Proceeds from revolving note payable to bank 7,860,000 13,500,000
Payments of revolving note payable to bank (5,385,000) (11,865,000)
Purchases of common stock - (167,316)
----------- -----------
Net cash provided by financing activities 2,475,000 1,467,684
----------- -----------
Net (decrease) increase in cash and cash equivalents (436,580) 811,502
Cash and cash equivalents at beginning of period 1,346,495 2,244,606
----------- -----------
Cash and cash equivalents at end of period $ 909,915 $ 3,056,108
=========== ===========
Supplemental disclosure of cash flow information:
Cash paid for interest $ 114,717 $ 273,420
Cash paid for income taxes 1,710,457 740,547
Supplemental disclosure of non cash activity:
Additions to property and equipment in accounts
payable 123,463 1,087,173
See accompanying notes.
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TOTAL ENTERTAINMENT RESTAURANT CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION AND DESCRIPTION OF BUSINESS
The unaudited condensed consolidated financial statements have been
prepared by the Company, pursuant to the rules and regulations of the Securities
and Exchange Commission. The information furnished herein reflects all
adjustments (consisting of normal recurring accruals and adjustments) which are,
in the opinion of management, necessary to fairly present the operating results
for the respective periods. Certain information and footnote disclosures
normally presented in annual financial statements prepared in accordance with
generally accepted accounting principles have been omitted pursuant to such
rules and regulations. These financial statements should be read in conjunction
with the Company's audited consolidated financial statements in its 2001 Form
10-K. The results of the twelve weeks ended March 19, 2002 are not necessarily
indicative of the results to be expected for the full year ending December 31,
2002.
2. STOCK OPTIONS
During the twelve week period ended March 19, 2002, the Company granted to
certain non-employee Directors stock options for 60,000 shares of Common Stock
at an exercise price of $5.00 per share pursuant to its 1997 Directors Stock
Option Plan.
3. EARNINGS PER SHARE
Basic earnings per share amounts are computed based on the weighted
average number of shares actually outstanding. The number of weighted averaged
shares outstanding for the twelve week periods ended March 19, 2002 and March
20, 2001 were 8,665,611 and 8,682,868, respectively.
For purposes of diluted computations, the number of shares that would be
issued from the exercise of stock options has been reduced by the number of
shares which could have been purchased from the proceeds at the average market
price of the Company's stock or the price of the Company's stock on the exercise
date if options were exercised during the period presented. The number of shares
resulting from this computation of diluted earnings per share for the twelve
weeks ended March 19, 2002 and March 20, 2001 were 9,025,477 and 8,698,594,
respectively.
-5-
4. GOODWILL
The Company adopted the provisions of Statement of Financial Accounting
Standards ("SFAS") No. 142, "Goodwill and Other Intangible Assets", effective
December 26, 2001. SFAS No. 142 requires that an intangible asset that is
acquired shall be initially recognized and measured based on its fair value.
SFAS No. 142 also provides that goodwill shall not be amortized, but shall be
tested for impairment annually, or more frequently if circumstances indicate
potential impairment through a comparison of fair value to its carrying value.
No impairment losses were recorded upon the initial adoption of SFAS No. 142.
The effect of the adoption of SFAS No. 142 on net income and earnings per
share is as follows:
Twelve Weeks Twelve Weeks
Ended Ended
March 19, 2002 March 20, 2001
-------------- --------------
Net income, as reported $1,897,463 $1,191,209
Goodwill amortization (net of income taxes) 0 42,135
---------- ----------
Net income, as adjusted $1,897,463 $1,233,344
Basic earnings per share, as reported $ .22 $ .14
Goodwill amortization (net of income taxes) -- --
---------- ----------
Basic earnings per share, as adjusted $ .22 $ .14
========== ==========
Diluted earnings per share, as reported $ .21 $ .14
Goodwill amortization (net of income taxes) -- --
---------- ----------
Diluted earnings per share, as adjusted $ .21 $ .14
========== ==========
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANAYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
GENERAL
The following discussion and analysis should be read in conjunction with
the Financial Statements and Notes thereto included elsewhere in this Form 10-Q.
As of March 19, 2002, the Company owned and operated 47 entertainment and
restaurant locations under the Fox and Hound Smokehouse & Tavern and Fox and
Hound English Pub & Grille ("Fox and Hound"), Bailey's Smokehouse & Tavern,
Bailey's Sports Grille and Bailey's Pub & Grille ("Bailey's") brand names. The
Company's entertainment restaurant locations combine a comfortable and inviting
social gathering place, full menu and full-service bar, state-of-the-art audio
and video systems for sports and music entertainment, traditional games of skill
such as pocket billiards and a late-night dining alternative, all in a single
location. As of March 19, 2002, the Company owned and operated 33 Fox and Hound
units and 14 Bailey's units located in Alabama, Arizona, Arkansas, Colorado,
Georgia, Illinois, Indiana, Kansas, Louisiana, Michigan, Missouri, Nebraska,
North Carolina, Ohio, Pennsylvania, South Carolina, Tennessee and Texas. As of
March 20, 2001, the Company owned and operated 25 Fox and Hound units and 13
Bailey's units.
The components of the Company's net sales are food and non-alcoholic
beverages, alcoholic beverages, and entertainment and other. For the twelve
weeks ended March 19, 2002, food and non-alcoholic beverages were 31.9% of total
sales, alcoholic beverages were 59.1% of total sales and entertainment and other
were 9.0% of total sales. For the twelve weeks ended March 20, 2001, food and
non-alcoholic beverages were 31.1% of total sales, alcoholic beverages were
59.6% of total sales and entertainment and other were 9.3% of total sales.
Components of restaurant operating expenses include operating payroll and
fringe benefits, occupancy, advertising and promotion. These costs are generally
variable and will fluctuate with changes in sales volume and sales mix. All but
one of the Company's 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 levels.
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 of costs in
this category.
-7-
RESULTS OF OPERATIONS
The following table sets forth for the periods indicated (i) the
percentages which certain items included in the Condensed Consolidated Statement
of Operations bear to net sales, and (ii) other selected operating data:
TWELVE WEEKS ENDED(1)
MARCH 19, MARCH 20,
2002 2001
-------- ---------
OPERATING STATEMENT DATA:
Net sales......................................................... 100.0% 100.0%
Costs and expenses:
Costs of sales................................................ 26.3 27.1
Entertainment and restaurant operating expenses............... 47.7 48.8
Depreciation and amortization................................. 4.6 5.0
Preopening costs.............................................. 2.2 0.4
------- ------
Entertainment and restaurant costs and expenses........... 80.8 81.3
------- ------
Entertainment and restaurant operating income..................... 19.2 18.7
General and administrative expenses............................... 5.2 5.3
Goodwill amortization............................................. -- 0.3
------- ------
Income from operations............................................ 14.0 13.1
Loss on disposal of assets........................................ (0.1) (0.1)
Interest expense.................................................. (0.5) (1.6)
------- ------
Income before provision for income taxes.......................... 13.4 11.4
Provision for income tax expense.................................. 4.8 4.2
------- ------
Net income........................................................ 8.6% 7.2%
======= ======
RESTAURANT OPERATING DATA (DOLLARS IN THOUSANDS):
Annualized average weekly sales per location (2).................. $2,131 $1,874
Number of restaurants at end of the period........................ 47 38
(1) The Company operates on a fifty-two or fifty-three week fiscal year ending
the last Tuesday in December. The fiscal quarters for the Company consist
of accounting periods of twelve, twelve, twelve and sixteen or seventeen
weeks, respectively.
(2) Annualized average weekly sales per location are computed by dividing net
sales for weeks open during the period by the number of weeks open and
multiplying the result by fifty-two.
TWELVE WEEKS ENDED MARCH 19, 2002 COMPARED TO TWELVE WEEKS ENDED MARCH 20, 2001
Net sales increased $5,667,000 (34.5%) for the twelve weeks ended March
19, 2002 to $22,104,000 from $16,437,000 for the twelve weeks ended March 20,
2001. This increase is due to an 18.3% increase in store weeks as a result of 9
units added since March 20, 2001 and a 13.7% increase in average unit volumes.
Same store sales for units open more than 18 months increased 9.3% for the
quarter.
Costs of sales, primarily food and beverages, increased $1,353,000 (30.4%)
for the twelve weeks ended March 19, 2002 to $5,804,000 from $4,451,000 in the
twelve weeks ended March 20, 2001, and decreased as a percentage of sales to
26.3% from 27.1%. This decrease as a percentage of sales is principally
attributable to lower food costs associated with a new menu implemented in the
fourth quarter of 2001.
Entertainment and restaurant operating expenses increased $2,530,000
(31.5%) for the twelve weeks ended March 19, 2002 to $10,555,000 from $8,025,000
in the twelve weeks ended March
-8-
20, 2001, and decreased as a percentage of net sales to 47.7% from 48.8%. This
decrease is attributable to leveraging fixed costs against higher average unit
volumes.
Depreciation and amortization increased $193,000 (23.7%) for the twelve
weeks ended March 19, 2002 to $1,010,000 from $816,000 in the twelve weeks ended
March 20, 2001, and decreased as a percentage of sales to 4.6% from 5.0%. This
increase in expense is due to depreciation on units added since March 20, 2001.
Preopening costs increased $420,000 for the twelve weeks ended March 19,
2002 to $491,000 from $71,000 in the twelve weeks ended March 20, 2001 and
increased as a percentage of net sales to 2.2% from 0.4%. This increase is
attributable to the costs incurred for four units which opened during the
quarter and units which have yet to open.
General and administrative expenses increased $288,000 (33.3%) for the
twelve weeks ended March 19, 2002 to $1,155,000 from $867,000 in the twelve
weeks ended March 20, 2001, and decreased as a percentage of sales to 5.2% from
5.3%. This increase is due to an increase in corporate infrastucture necessary
for executing the Company's development plans.
Loss on disposal of assets was $18,000 for the twelve weeks ended March
19, 2002 and $23,000 for the twelve weeks ended March 20, 2001. The losses
reflect the disposal of certain video games in both years.
Interest expense was $107,000 for the twelve weeks ended March 19, 2002
and $255,000 for the twelve weeks ended March 20, 2001. This decrease is due to
both a lower interest rate and lower average balance applicable to the revolving
note payable in the current year compared with the prior year.
The effective income tax rate was 36.0% for the twelve weeks ended March
19, 2002 and 36.4% for the twelve weeks ended March 20, 2001.
QUARTERLY FLUCTUATIONS, SEASONALITY AND INFLATION
The timing of new unit openings will result in significant fluctuations in
quarterly results. The Company expects seasonality to be a factor in the results
of its business in the future due to expected lower second and third quarter
revenues due to the summer season. The primary inflationary factors affecting
the Company's operations include food, liquor and labor costs. A large number of
the Company's restaurant personnel are tipped employees who are paid at the
federal subminimum wage level; therefore, future subminimum wage changes will
have a significant effect on labor costs. As costs of food and labor have
increased, the Company has historically been able to offset these increases
through economies of scale, improved operating procedures and menu price
changes; however, short-term fluctuations in raw product pricing may have an
impact on the Company's costs of food. To date, inflation has not had a material
impact on operating margins.
LIQUIDITY AND CAPITAL RESOURCES
As is customary in the restaurant industry, the Company operates with
negative working capital. Negative working capital decreased $565,000 to
$4,595,000 as of March 19, 2002 from $5,160,000 as of December 25, 2001. This
decrease is attributable primarily to a decrease in accrued income taxes as a
result of federal and state income tax payments made during the twelve weeks
ended March 19, 2002. Cash decreased $437,000 at March 19, 2002 compared to the
balance at December 25, 2001. The Company does not have significant receivables
or
-9-
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 the Company entered into a loan agreement with
Intrust Bank, N.A. (the "Facility") 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. The Facility
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 Facility are being used
for restaurant development. As of March 19, 2002 the Company had borrowed
$12,825,000 under the Facility. The Company is in compliance with all debt
covenants.
Cash flows from operations were $1,758,000 in the twelve weeks ended March
19, 2002 compared to $1,522,000 in the twelve weeks ended March 20, 2001.
Purchases of property and equipment were $4,676,000 in the twelve weeks ended
March 19, 2002 compared to $2,186,000 in the twelve weeks ended March 20, 2001.
Net advances of the revolving note payable to bank was $2,475,000 for the twelve
week period ending March 19, 2002 compared to $1,635,000 for the twelve week
period ending March 20, 2001. At March 19, 2002, the Company had $910,000 in
cash and cash equivalents.
The Company intends to open ten to twelve new locations in 2002 and
between seven and ten locations in 2003. Five units have been opened in fiscal
2002, two units are currently under construction and an additional four leases
have been executed. The Company is currently evaluating locations in markets
familiar to its management team. However, the number of locations actually
opened and the timing thereof may vary depending upon the ability of the Company
to locate suitable sites and negotiate favorable leases. The Company expects to
expend approximately $12.0 to $15.0 million to open new locations over the next
twelve months.
The Company believes the funds available from the Facility and its cash
flow from operations will be sufficient to satisfy its working capital and
capital expenditure requirements for at least the next twelve months. There can
be no assurance, however, that changes in the Company's operating plans, the
acceleration or modification of the Company's expansion plans, lower than
anticipated revenues, increased expenses, stock repurchases, potential
acquisitions or other events will not cause the Company to seek additional
financing sooner than anticipated, prevent the Company from achieving the goals
of its 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 the Company or at all.
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 the Company believes 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
-10-
accurate. 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 and liquor costs, competition and the inability to
find suitable new locations. 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 the Company or any
other person that the objectives and plans of the Company will be achieved.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK INTEREST
RATE RISK
The Company's Facility has a variable rate which is directly affected by
changes in U.S. interest rates. The average interest rate of the Facility was
4.27% for the twelve weeks ended March 19, 2002. The interest rate at March 19,
2002 was 4.25%. The following table presents the quantitative interest rate
risks at March 19, 2002:
Principal Amount by Expected Maturity
----------------------------------------------------------------------
(In thousands)
Fair
There- Value
(dollars in thousands) 2002 2003 2004 2005 2006 after Total 3/19/02
---------------------- ---- ---- ---- ---- ---- ----- ----- -------
Variable rate debt - $492 $3,027 $3,158 $3,295 $2,853 $12,825 $12,825
Average Interest Rate--
1/2% below prime - 4.25% 4.25% 4.25% 4.25% 4.25%
-11-
PART II. OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
SECURITIES SOLD
(c) The following unregistered securities were issued by the Company during
the twelve weeks ended March 19, 2002:
Number of Shares
Description of Sold/Issued/Subject Offering/Exercise
Date of Sale/issuance Securities Issued to Options or Warrants Price Per Share
--------------------- ----------------- ---------------------- ---------------
January 4, 2002 Common Stock Options 60,000 $ 5.000
All of the above options were granted to non-employee directors pursuant
to the Directors Stock Option Plan. The options for non-employee directors
have a vesting period of three years and a life of five years.
The issuance of these securities is claimed to be exempt from registration
pursuant to Section 4(2) of the Securities Act of 1933, as amended, as
transactions by an issuer not involving a public offering. There were no
underwriting discounts or commissions paid in connection with the issuance
of any of these securities.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Exhibits
None
Reports on Form 8-K
None
-12-
TOTAL ENTERTAINMENT RESTAURANT CORP.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed in its behalf by the
undersigned thereunto duly authorized.
TOTAL ENTERTAINMENT RESTAURANT CORP.
(Registrant)
Date May 3, 2002 /s/ James K. Zielke
-------------------- ------------------------------------
James K. Zielke
Chief Financial Officer,
Secretary and Treasurer
(Duly Authorized Officer)
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