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8-K - LIVE FILING - CKE RESTAURANTS INC | htm_39195.htm |
CKE RESTAURANTS REPORTS SECOND QUARTER FISCAL 2011 RESULTS
CARPINTERIA, Calif. - September 28, 2010 - CKE Restaurants, Inc. announced today its second fiscal quarter results and the filing of its Report on Form 10-Q with the Securities and Exchange Commission (SEC) for the twelve weeks ended August 9, 2010.
As previously reported, on July 12, 2010, Columbia Lake Acquisition Holdings, Inc., an affiliate of Apollo Management VII, L.P., acquired all of the outstanding shares of the Company (the Acquisition). The accompanying condensed consolidated statements of operations and related information present the Companys results of operations during the second fiscal quarter for both the period preceding the Acquisition (the Predecessor period) and the period succeeding the Acquisition (the Successor period). The discussion below compares the results of operations of the combined Successor and Predecessor entities for the twelve weeks ended August 9, 2010 to the results of the Predecessor entity for the twelve weeks ended August 10, 2009. This discussion does not comply with generally accepted accounting principles; however, the Company believes that it provides a more meaningful method of comparison.
Second Fiscal Quarter Results
The Company reported total revenue of $313.9 million for the fiscal 2011 second quarter, a decrease
of $22.1 million, or 6.6% compared to the fiscal 2010 second quarter. The decrease was primarily
attributable to the sale of the Carls Jr.® distribution business on July 2, 2010.
Total revenue, excluding Carls Jr. distribution center revenue, decreased 0.9%.
Blended same-store sales decreased 1.1% in the fiscal 2011 second quarter. Hardees® same-store sales increased 6.8% and Carls Jr. same-store sales declined 7.4%. To date, the Companys third quarter blended same-store sales trend is slightly positive.
Q2 | Year-to-date | |||||||
Brand | FY11 | FY10 | FY11 | FY10 | ||||
Carls Jr.
|
-7.4% | -6.1% | -6.6% | -5.6% | ||||
Hardees
|
6.8% | -2.7% | 2.2% | 0.2% | ||||
Blended
|
-1.1% | -4.6% | -2.7% | -3.1% |
While the weak U.S. economic environment, particularly the ongoing high unemployment rate among our core target audience of young men, continued to impact same-store sales at Carls Jr., we experienced a significant improvement in same-store sales at Hardees. Through period 7, the last period of our second quarter, Hardees has now had six consecutive periods of positive same-store sales. We have maintained market share and our restaurant adjusted EBITDA margins remain strong at both brands, said Andrew F. Puzder, chief executive officer of CKE Restaurants. We remain focused on maintaining our premium-quality brands and improving same-store sales with innovative products and cutting edge advertising that focuses on the taste, quality, and value of our products.
Company-operated restaurant-level adjusted EBITDA margin decreased 120 basis points, primarily due to a 100 basis point increase in food and packaging costs as a result of higher commodity costs for beef, cheese, potatoes, and pork. Labor increased 70 basis points, primarily due to the impact of sales deleveraging at Carls Jr. restaurants. These cost increases were partially offset by a 50 basis point decrease in occupancy and other expense, resulting from lower repair and maintenance expense and reductions in other operating expenses. The Company defines company-operated restaurant-level adjusted EBITDA margin as company-operated restaurant-level adjusted EBITDA divided by company-operated restaurants revenue. Company-operated restaurant-level adjusted EBITDA is company-operated restaurants revenue less restaurant operating costs, plus depreciation and amortization expense, less advertising expenses, and excludes general and administrative expenses and facility action charges.
General and administrative expense for the second quarter of fiscal 2011 increased $8.7 million from the prior year quarter, primarily due to a $10.9 million increase in share-based compensation expense mainly related to the accelerated vesting of stock options and restricted stock awards in connection with the Acquisition, partially offset by a reduction in other general and administrative expenses.
For the quarter, other operating expenses, net includes $26.8 million in transaction-related costs. These charges are partially offset by a $3.4 million gain related to the sale of the Carls Jr. distribution centers.
Based on definitions in the Companys credit facility and indenture agreement, share-based compensation expense, transaction-related costs and the gain on the sale of the distribution center do not affect Adjusted EBITDA.
Adjusted EBITDA was $42.2 million in the second quarter of fiscal 2011 compared to $43.3 million in the same quarter of the prior year. A discussion of Adjusted EBITDA and a reconciliation of net income (loss) to Adjusted EBITDA accompany the schedule of Adjusted EBITDA included below.
At August 9, 2010, cash and cash equivalents were $31.0 million and the Company had $65.1 million available under its credit facility.
Capital expenditures for the twenty-eight weeks ended August 9, 2010 were $38.4 million, of which $22.8 million related to new store openings, dual-branding, and remodeling projects. Capital expenditures for the twenty-eight weeks ended August 10, 2009 were $57.7 million.
Unit Count by Brand as of August 9, 2010 |
||||||||||||
Carls Jr. | Hardee's | Total | ||||||||||
Company-operated |
423 | 472 | 895 | |||||||||
Domestic Franchised |
673 | 1,222 | 1,895 | |||||||||
Total Domestic |
1,096 | 1,694 | 2,790 | |||||||||
International Licensed |
143 | 204 | 347 | |||||||||
Total Franchised and Licensed |
816 | 1,426 | 2,242 | |||||||||
Total |
1,239 | 1,898 | 3,137 | |||||||||
Conference Call Information
The Company will host its second quarter conference call on September 29, 2010, at 10:00 a.m.
(PDT). The call-in number is (617) 213-8841. The access code is 52683921. You may also access the
conference call at www.ckr.com under Investors.
Company Overview
CKE Restaurants, Inc. is a privately held company headquartered in Carpinteria, Calif. As of the
end of its second quarter of fiscal 2011, CKE, through its subsidiaries, had a total of 3,149
franchised, licensed or company-operated restaurants in 42 states and in 18 countries, including
1,239 Carls Jr. Restaurants and 1,898 Hardees restaurants. For more information about CKE, please
visit www.ckr.com.
Forward-looking Statements:
Matters discussed in this press release contain forward-looking statements relating to the
Companys strategies to maintain its brand and improve same-store sales, which are based on
managements current beliefs and assumptions. Such statements are subject to risks and
uncertainties that are often difficult to predict and beyond the Companys control. Factors that
could cause the Companys results to differ materially from those described include, but are not
limited to, the Companys ability to compete with other restaurants, delicatessens, supermarkets
and convenience stores for customers, employees, restaurant locations and franchisees; changes in
consumer preferences, perceptions and spending patterns; the ability of the Companys key suppliers
to continue to deliver premium-quality products to the Company at moderate prices; the Companys
ability to successfully enter new markets, complete remodels of existing restaurants and complete
construction of new restaurants; changes in general economic conditions and the geographic
concentration of the Companys restaurants, which may affect the Companys business; the Companys
ability to attract and retain key personnel; the Companys franchisees willingness to participate
in the Companys strategy; the operational and financial success of the Companys franchisees; the
Companys ability to expand into international markets and the risks associated with operating in
international locations; changes in the price or availability of commodities; the effect of the
medias reports regarding food-borne illnesses, food tampering and other health-related issues on
the Companys reputation and its ability to procure or sell food products; the seasonality of the
Companys operations; the Companys ability to hire and retain qualified personnel; the effect of
increasing labor costs including healthcare related costs; increased insurance and/or
self-insurance costs; the Companys ability to comply with existing and future health, employment,
environmental and other government regulations; the potentially conflicting interests of the
Companys sole stockholder and the Companys creditors, the Companys substantial leverage which
could limit its ability to raise capital, react to economic changes or meet obligations under its
indebtedness; the effect of restrictive covenants in the Companys indenture and credit facility on
the Companys business; and other factors as discussed in the Companys filings with the Securities
and Exchange Commission.
Contact Information:
Beth Mansfield, Public Relations
(805) 745-7741
bmansfield@ckr.com
CKE RESTAURANTS, INC. | ||||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | ||||||||||||||||
FOR THE TWELVE WEEKS ENDED AUGUST 9, 2010 AND AUGUST 10, 2009 | ||||||||||||||||
(In thousands) | ||||||||||||||||
(Unaudited) | ||||||||||||||||
Successor/ | ||||||||||||||||
Successor | Predecessor | Predecessor | Predecessor | |||||||||||||
Four Weeks Ended | Eight Weeks Ended | Twelve Weeks Ended | Twelve Weeks Ended | |||||||||||||
9-Aug-10 | 12-Jul-10 | 9-Aug-10 | 10-Aug-09 | |||||||||||||
Revenue: |
||||||||||||||||
Company-operated restaurants |
$ | 85,951 | $ | 169,526 | $ | 255,477 | $ | 257,794 | ||||||||
Franchised and licensed
restaurants and other |
10,990 | 47,408 | 58,398 | 78,173 | ||||||||||||
Total revenue |
96,941 | 216,934 | 313,875 | 335,967 | ||||||||||||
Operating costs and expenses: |
||||||||||||||||
Restaurant operating costs: |
||||||||||||||||
Food and packaging |
25,309 | 50,608 | 75,917 | 73,899 | ||||||||||||
Payroll and other
employee benefits |
24,348 | 49,081 | 73,429 | 72,387 | ||||||||||||
Occupancy and other |
20,148 | 39,685 | 59,833 | 61,750 | ||||||||||||
Total
restaurant
operating costs |
69,805 | 139,374 | 209,179 | 208,036 | ||||||||||||
Franchised and licensed
restaurants and other |
5,206 | 35,322 | 40,528 | 58,333 | ||||||||||||
Advertising |
4,848 | 9,830 | 14,678 | 15,005 | ||||||||||||
General and administrative |
19,656 | 20,063 | 39,719 | 30,971 | ||||||||||||
Facility action charges, net |
137 | (273 | ) | (136 | ) | 1,454 | ||||||||||
Other operating expenses,
net (1,2) |
19,661 | 3,681 | 23,342 | | ||||||||||||
Total operating
costs and
expenses |
119,313 | 207,997 | 327,310 | 313,799 | ||||||||||||
Operating (loss) income |
(22,372 | ) | 8,937 | (13,435 | ) | 22,168 | ||||||||||
Interest expense |
(5,856 | ) | (3,592 | ) | (9,448 | ) | (2,060 | ) | ||||||||
Other income, net |
144 | 274 | 418 | 425 | ||||||||||||
(Loss) income before income
taxes |
(28,084 | ) | 5,619 | (22,465 | ) | 20,533 | ||||||||||
Income tax (benefit) expense |
(5,437 | ) | 10,041 | 4,604 | 8,283 | |||||||||||
Net (loss) income |
$ | (22,647 | ) | $ | (4,422 | ) | $ | (27,069 | ) | $ | 12,250 | |||||
(1) Other operating expenses, net includes transaction-related costs consisting of
accounting, investment banking, legal, and other costs of $19,661, $7,123, and $26,784 for the four
weeks ended August 9, 2010 (Successor), eight weeks ended July 12, 2010 (Predecessor), and twelve
weeks ended August 9, 2010 (Successor/Predecessor), respectively.
(2) The eight weeks ended July 12, 2010 (Predecessor) and twelve weeks ended August 9,
2010 (Successor/Predecessor) also include a $3,442 gain on the sale of the distribution center
assets.
CKE RESTAURANTS, INC. | ||||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | ||||||||||||||||
FOR THE TWENTY-EIGHT WEEKS ENDED AUGUST 9, 2010 AND AUGUST 10, 2009 | ||||||||||||||||
(In thousands) | ||||||||||||||||
(Unaudited) | ||||||||||||||||
Successor/ | ||||||||||||||||
Successor | Predecessor | Predecessor | Predecessor | |||||||||||||
Twenty-Four Weeks | Twenty-Eight Weeks | Twenty-Eight Weeks | ||||||||||||||
Four Weeks Ended | Ended | Ended | Ended | |||||||||||||
9-Aug-10 | 12-Jul-10 | 9-Aug-10 | 10-Aug-09 | |||||||||||||
Revenue: |
||||||||||||||||
Company-operated restaurants |
$ | 85,951 | $ | 500,531 | $ | 586,482 | $ | 600,958 | ||||||||
Franchised and licensed restaurants
and other |
10,990 | 151,588 | 162,578 | 181,813 | ||||||||||||
Total revenue |
96,941 | 652,119 | 749,060 | 782,771 | ||||||||||||
Operating costs and expenses: |
||||||||||||||||
Restaurant operating costs: |
||||||||||||||||
Food and packaging |
25,309 | 148,992 | 174,301 | 172,401 | ||||||||||||
Payroll and other employee
benefits |
24,348 | 147,187 | 171,535 | 169,756 | ||||||||||||
Occupancy and other |
20,148 | 119,076 | 139,224 | 140,587 | ||||||||||||
Total restaurant operating
costs |
69,805 | 415,255 | 485,060 | 482,744 | ||||||||||||
Franchised and licensed restaurants
and other |
5,206 | 115,089 | 120,295 | 137,826 | ||||||||||||
Advertising |
4,848 | 29,647 | 34,495 | 35,772 | ||||||||||||
General and administrative |
19,656 | 58,806 | 78,462 | 72,084 | ||||||||||||
Facility action charges, net |
137 | 590 | 727 | 2,502 | ||||||||||||
Other operating expenses, net
(1,2) |
19,661 | 10,249 | 29,910 | | ||||||||||||
Total operating costs and
expenses |
119,313 | 629,636 | 748,949 | 730,928 | ||||||||||||
Operating (loss) income |
(22,372 | ) | 22,483 | 111 | 51,843 | |||||||||||
Interest expense |
(5,856 | ) | (8,617 | ) | (14,473 | ) | (8,404 | ) | ||||||||
Other income (expense), net (3) |
144 | (13,609 | ) | (13,465 | ) | 1,287 | ||||||||||
(Loss) income before income taxes |
(28,084 | ) | 257 | (27,827 | ) | 44,726 | ||||||||||
Income tax (benefit) expense |
(5,437 | ) | 7,772 | 2,335 | 18,081 | |||||||||||
Net (loss) income |
$ | (22,647 | ) | $ | (7,515 | ) | $ | (30,162 | ) | $ | 26,645 | |||||
(1) Other operating expenses, net includes transaction-related costs consisting of
accounting, investment banking, legal, and other costs of $19,661, $13,691, and $33,352 for the
four weeks ended August 9, 2010 (Successor), twenty-four weeks ended July 12, 2010 (Predecessor),
and twenty-eight weeks ended August 9, 2010 (Successor/Predecessor), respectively.
(2) The twenty-four weeks ended July 12, 2010 (Predecessor) and twenty-eight weeks ended
August 9, 2010 (Successor/Predecessor) also include a $3,442 gain on the sale of the distribution
center assets.
(3) Other income (expense), net includes transaction-related costs, related to the
termination of a prior merger agreement, of $14,283 for both the twenty-four weeks ended July 12,
2010 (Predecessor) and twenty-eight weeks ended August 9, 2010 (Successor/Predecessor).
CKE RESTAURANTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except shares and par values)
(Unaudited)
Successor | Predecessor | |||||||
August 9, 2010 | January 31, 2010 | |||||||
ASSETS |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 31,009 | $ | 18,246 | ||||
Accounts receivable, net of allowance for
doubtful accounts of $9 as of August 9, 2010
and $358 as of January 31, 2010 |
33,478 | 35,016 | ||||||
Related party trade receivables |
| 5,037 | ||||||
Inventories, net |
14,095 | 24,692 | ||||||
Prepaid expenses |
12,180 | 13,723 | ||||||
Assets held for sale |
572 | 500 | ||||||
Advertising fund assets, restricted |
16,681 | 18,295 | ||||||
Deferred income tax assets, net |
17,488 | 26,517 | ||||||
Other current assets |
4,012 | 3,829 | ||||||
Total current assets |
129,515 | 145,855 | ||||||
Notes receivable, net of allowance for doubtful
accounts of $0 as of August 9, 2010 and $379 as
of January 31, 2010 |
902 | 1,075 | ||||||
Property and equipment, net of accumulated
depreciation and amortization of $3,974 as of
August 9, 2010 and $445,033 as of January 31,
2010 |
643,400 | 568,334 | ||||||
Property under capital leases, net of
accumulated amortization of $439 as of August
9, 2010 and $46,090 as of January 31, 2010 |
33,169 | 32,579 | ||||||
Deferred income tax assets, net |
| 40,299 | ||||||
Goodwill |
188,194 | 24,589 | ||||||
Intangible assets, net |
443,003 | 2,317 | ||||||
Other assets, net |
22,684 | 8,495 | ||||||
Total assets |
$ | 1,460,867 | $ | 823,543 | ||||
LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||
Current liabilities: |
||||||||
Current portion of bank indebtedness and
other long-term debt |
$ | 28 | $ | 12,262 | ||||
Current portion of capital lease obligations. |
5,284 | 7,445 | ||||||
Accounts payable |
40,391 | 65,656 | ||||||
Advertising fund liabilities |
16,681 | 18,295 | ||||||
Other current liabilities |
83,459 | 95,605 | ||||||
Total current liabilities |
145,843 | 199,263 | ||||||
Bank indebtedness and other long-term debt,
less current portion |
589,567 | 266,202 | ||||||
Capital lease obligations, less current portion. |
33,331 | 43,099 | ||||||
Deferred income tax liabilities, net |
179,648 | | ||||||
Other long-term liabilities |
84,951 | 78,804 | ||||||
Total liabilities |
1,033,340 | 587,368 | ||||||
Stockholders equity: |
||||||||
Predecessor: Common stock, $0.01 par value;
100,000,000 shares authorized; 55,290,626
shares issued and outstanding as of January
31, 2010 |
| 553 | ||||||
Successor: Common stock, $0.01 par value;
100 shares authorized, issued and
outstanding as of August 9, 2010 |
| | ||||||
Additional paid-in capital |
450,174 | 282,904 | ||||||
Accumulated deficit |
(22,647 | ) | (47,282 | ) | ||||
Total stockholders equity |
427,527 | 236,175 | ||||||
Total liabilities and stockholders equity |
$ | 1,460,867 | $ | 823,543 | ||||
Net income (loss) reconciliation to Adjusted EBITDA
Adjusted EBITDA represents net income (loss) before provision for income taxes, interest income and
expense, asset impairments, facility action charges, depreciation and amortization, management
fees, pro-forma cost savings as a result of becoming privately held, and certain non-cash and
unusual items. Management uses Adjusted EBITDA as an important tool to assess operating
performance. Management considers Adjusted EBITDA to be a useful measure in highlighting trends in
the Companys business and in analyzing the profitability of similar enterprises. Management
believes that Adjusted EBITDA is effective, when used in conjunction with net income (loss), in
evaluating asset performance, and differentiating efficient operators in the industry. Furthermore,
management believes that Adjusted EBITDA provides useful information to potential investors and
analysts because it provides insight into managements evaluation of the Companys results of
operations. The calculation of Adjusted EBITDA may not be consistent with EBITDA for the purpose
of the covenants in the agreements governing the Companys indebtedness.
Adjusted EBITDA is not a measure of financial performance under U.S. GAAP, is not intended to represent cash flow from operations under U.S. GAAP and should not be used as an alternative to net income (loss) as an indicator of operating performance or to cash flow from operating, investing or financing activities as a measure of liquidity. Management compensates for the limitations of using Adjusted EBITDA by using it only to supplement the Companys U.S. GAAP results to provide a more complete understanding of the factors and trends affecting the Companys business. Adjusted EBITDA has its limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of the Companys results as reported under U.S. GAAP.
Some of the limitations of Adjusted EBITDA are:
| Adjusted EBITDA does not reflect cash used for capital expenditures; |
| Although depreciation and amortization are non-cash charges, the assets being depreciated or amortized often will have to be replaced and Adjusted EBITDA does not reflect the cash requirements for such replacements; |
| Adjusted EBITDA does not reflect changes in, or cash requirements for, the Companys working capital requirements; and |
| Adjusted EBITDA does not reflect the cash necessary to make payments of interest or principal on the Companys indebtedness. |
While Adjusted EBITDA is frequently used as a measure of operations and the ability to meet indebtedness service requirements, it is not necessarily comparable to other similarly titled captions of other companies due to potential inconsistencies in the method of calculation.
While management believes that this measure provides useful information to investors, the SEC may require that Adjusted EBITDA be presented differently or not at all in future filings the Company will make with the SEC.
CKE RESTAURANTS, INC. | ||||||||||||||||||||
ADJUSTED EBITDA | ||||||||||||||||||||
FOR THE FIFTY-TWO WEEKS ENDED MAY 17, 2010 | ||||||||||||||||||||
THE TWELVE WEEKS ENDED AUGUST 9, 2010 AND AUGUST 10, 2009 | ||||||||||||||||||||
AND THE FIFTY-TWO WEEKS ENDED AUGUST 9, 2010 | ||||||||||||||||||||
(In thousands) | ||||||||||||||||||||
(Unaudited) | ||||||||||||||||||||
Successor/ | Successor/ | |||||||||||||||||||
Predecessor | Predecessor | Predecessor | Predecessor | |||||||||||||||||
Fifty-two Weeks | Fifty-two Weeks | |||||||||||||||||||
Ended | Twelve Weeks Ended | Twelve Weeks Ended | Ended | |||||||||||||||||
17-May-10 | 9-Aug-10 | 10-Aug-09 | 9-Aug-10 | |||||||||||||||||
Net income (loss) |
$ | 30,710 | $ | (27,069 | ) | $ | 12,250 | $ | (8,609 | ) | ||||||||||
Interest expense |
17,935 | 9,448 | 2,060 | 25,323 | ||||||||||||||||
Income tax expense (benefit) |
2,911 | 4,604 | 8,283 | (768 | ) | |||||||||||||||
Depreciation and amortization |
72,410 | 16,011 | 16,514 | 71,907 | ||||||||||||||||
Facility action charges, net |
4,510 | (136 | ) | 1,454 | 2,920 | |||||||||||||||
Gain on sale of distribution center assets |
| (3,442 | ) | | (3,442 | ) | ||||||||||||||
Transaction-related costs(1) |
21,674 | 26,784 | | 48,458 | ||||||||||||||||
Management fees(2) |
| 62 | | 62 | ||||||||||||||||
Share-based compensation expense(3) |
8,491 | 13,284 | 2,390 | 19,385 | ||||||||||||||||
Losses on asset and other disposals |
3,171 | 1,119 | 385 | 3,905 | ||||||||||||||||
Difference between U.S. GAAP rent and
cash rent |
752 | 467 | 927 | 292 | ||||||||||||||||
Cost savings(4) |
1,332 | 282 | 211 | 1,403 | ||||||||||||||||
Other, net(5) |
(4,796 | ) | 831 | (1,174 | ) | (2,791 | ) | |||||||||||||
Adjusted EBITDA |
$ | 159,100 | $ | 42,245 | $ | 43,300 | $ | 158,045 | ||||||||||||
(1) Transaction-related costs include investment banking, legal, and other costs related
to the Acquisition, as well as costs related to the termination of a prior merger agreement.
(2) Management fees are paid to Apollo Management per the management services agreement
by and among the Company, Columbia Lake Acquisition Holdings, Inc. and Apollo Management VII, L.P.
(3) Share-based compensation expense includes $12,108 resulting from accelerated vesting
of stock options and restricted stock awards in connection with the Acquisition for both the twelve
and fifty-two weeks ended August 9, 2010.
(4) Cost savings reflects pro-forma cost savings amounts expected to be realized as
result of becoming a privately held company.
(5) Other, net includes the net impact of purchase accounting, executive retention
bonus, disposition business expense, and adjusted EBITDA from the Companys distribution business,
which it no longer owns or operates.