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8-K - LIVE FILING - CKE RESTAURANTS INChtm_43018.htm

CKE RESTAURANTS, INC. REPORTS SECOND QUARTER FISCAL 2012 RESULTS

CARPINTERIA, Calif. — September 20, 2011 — CKE Restaurants, Inc. (“CKE”) announced today its second fiscal quarter financial results for the twelve weeks ended August 15, 2011. The Company expects to file its Quarterly Report on Form 10-Q with the Securities and Exchange Commission (“SEC”) on Wednesday, September 21, 2011 after the close of the financial markets.

As previously reported, on July 12, 2010, CKE Holdings, Inc., an affiliate of Apollo Management VII, L.P., acquired all of the outstanding shares of the Company (the “Merger”). As of August 15, 2011, the purchase price allocation related to the Merger has been completed.

All references to “Predecessor” relate to CKE and its consolidated subsidiaries for periods prior to the Merger and references to “Successor” relate to CKE and its consolidated subsidiaries for periods subsequent to the Merger. The discussion of the Company’s second quarter results compares the results of operations for the Successor twelve weeks ended August 15, 2011 to the combined Predecessor eight weeks ended July 12, 2010 and the Successor four weeks ended August 9, 2010. This discussion does not comply with U.S. GAAP; however, the Company believes this provides a more meaningful method of comparison.

Company-Operated Same-Store Sales and Average Unit Volumes

Blended same-store sales increased 2.2% in the second quarter of fiscal 2012. Hardee’s® same-store sales increased 2.5% and Carl’s Jr.® same-store sales increased 2.0%.

                 
     Second quarter    Year-to-date
         
Brand
  FY12   FY11   FY12   FY11
 
               
Carl’s Jr.
   2.0%    -7.4%    2.0%    -6.6%
Hardee’s
   2.5%    6.8%    6.4%    2.2%
Blended
   2.2%    -1.1%    4.1%    -2.7%

At the end of the second quarter, the blended fifty-two week average unit volume for Carl’s Jr. and Hardee’s was $1,238,000. The fifty-two week average unit volumes for Carl’s Jr. and Hardee’s were $1,396,000 and $1,096,000, respectively.

To date, the Company’s blended same-store sales for the third quarter of fiscal 2012 are flat to slightly positive.

Second Quarter Results

The Company reported total revenue of $299.7 million for the fiscal 2012 second quarter, a decrease of $14.2 million, or 4.5%, compared to the fiscal 2011 second quarter. The decrease was attributable to the sale of the Carl’s Jr. distribution business on July 2, 2010. Total revenue, excluding the Carl’s Jr. distribution center revenue in the prior year quarter, increased by $10.8 million, or 3.7%.

“Hardee’s continued to generate positive same-store sales results during the second quarter. Including period seven, Hardee’s has now had nineteen consecutive periods of positive same-store sales. Carl’s Jr. also performed well, posting its second consecutive quarter of positive same-store sales,” said Andrew F. Puzder, Chief Executive Officer.

For the fiscal 2012 second quarter, company-operated restaurant-level adjusted EBITDA margin was 17.1%, a 120 basis point decrease compared to the prior year quarter. Food and packaging costs increased 90 basis points as a result of higher commodity costs for beef, ingredients containing cooking oil and dairy products. Occupancy and other expense, excluding depreciation and amortization, increased 30 basis points and advertising increased 10 basis points. These increases were offset by a 10 basis point decrease in labor costs. Refer to the further discussion of company-operated restaurant-level adjusted EBITDA margin under the heading “Non-GAAP Measures” below.

Adjusted EBITDA was $40.9 million in the second quarter of fiscal 2012, $1.4 million lower than the prior year quarter. Refer to the further discussion of Adjusted EBITDA under the heading “Non-GAAP Measures” below, which includes a reconciliation of net loss to Adjusted EBITDA.

As of August 15, 2011, cash and cash equivalents were $38.3 million and the Company had $68.1 million available under its credit facility.

On July 15, 2011, the Company redeemed $40.0 million aggregate principal amount of its outstanding 11.375% Senior Secured Second Lien Notes due 2018 (the “Notes”) at a price equal to 103.0% of the principal amount of the Notes. Subsequent to the redemption, the remaining aggregate principal amount of the Notes was $560.0 million.

Capital expenditures for the fiscal 2012 second quarter were $14.5 million, of which $7.9 million related to new store openings, dual-branding and remodeling projects. For fiscal 2012, the Company expects capital expenditures to be between $60.0 million and $65.0 million.

As of August 15, 2011, the Company’s system-wide restaurant portfolio consisted of:

                                 
    Carl's Jr.   Hardee's   Other   Total
Company-operated
    425       468       0       893  
Franchised
    684       1,226       10       1,920  
Licensed
    169       220       0       389  
 
                               
Total
    1,278       1,914       10       3,202  
 
                               

Conference Call Information

The Company will host its second quarter fiscal 2012 conference call on Wednesday, September 21, 2011, at 8:00 a.m. (PDT). The dial in information is as follows: (973) 500-2164 U.S. and international. The conference ID is 98508045.

A replay will be made available approximately two hours after the conclusion of the live event. The replay will be available for 7 days and can be accessed by calling (404) 537-3406. The conference ID is 98508045.

Company Overview

CKE Restaurants, Inc. is a privately held company headquartered in Carpinteria, Calif. As of the end of the second quarter of fiscal 2012, the Company, through its subsidiaries, had a total of 3,202 franchised, licensed or company-operated restaurants in 42 states and in 23 countries. For more information about CKE, please visit www.ckr.com.

Forward-looking Statements

Matters discussed in this press release contain forward-looking statements, including those relating to expected capital expenditures and the filing of the Company’s periodic reports with the SEC, which are based on management’s current beliefs and assumptions. These statements constitute “forward looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, and are intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. Such statements are subject to risks and uncertainties that are often difficult to predict and beyond the Company’s control and which may cause results to differ materially from expectations. Factors that could cause the Company’s results to differ materially from those described include, but are not limited to, the Company’s ability to compete with other restaurants, supermarkets and convenience stores for customers, employees, restaurant locations and franchisees; changes in consumer preferences, perceptions and spending patterns; changes in food, packaging and supply costs; the ability of the Company’s key suppliers to continue to deliver premium-quality products to the Company at moderate prices; the Company’s ability to successfully enter new markets, complete construction of new restaurants and complete remodels of existing restaurants; changes in general economic conditions and the geographic concentration of the Company’s restaurants, which may affect the Company’s business; the Company’s ability to attract and retain key personnel; the Company’s franchisees’ willingness to participate in the Company’s strategy; the operational and financial success of the Company’s franchisees; the willingness of the Company’s vendors and service providers to supply goods and services pursuant to customary credit arrangements; risks associated with operating in international locations; the effect of the media’s reports regarding food-borne illnesses, food tampering and other health-related issues on the Company’s reputation and its ability to procure or sell food products; the seasonality of the Company’s operations; the effect of increasing labor costs including healthcare related costs; the Company’s ability to comply with existing and future health, employment, environmental and other government regulations; the Company’s ability to adequately protect its intellectual property; the potentially conflicting interests of the Company’s sole stockholder and the Company’s creditors, the Company’s 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 Company’s indenture and credit facility on the Company’s business; and other factors as discussed in the Company’s filings with the SEC.

You are cautioned not to place undue reliance on these forward looking statements, which speak only as of the date of this press release. We undertake no obligation to publicly update or revise any forward looking statement, whether as a result of new information, future events or otherwise, except as required by law.

Contact:
Beth Mansfield
Public Relations
(805) 745-7741
bmansfield@ckr.com

CKE RESTAURANTS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands)
(Unaudited)

                                 
    Successor   Successor/   Successor   Predecessor
            Predecessor        
    Twelve           Four   Eight
    Weeks Ended   Twelve Weeks Ended   Weeks Ended   Weeks Ended
    August 15, 2011   August 9, 2010   August 9, 2010   July 12, 2010
Revenue:
                               
Company-operated restaurants
  $ 262,991   $ 255,477   $ 85,951   $ 169,526
Franchised and licensed restaurants and other
  36,738   58,486   11,078   47,408
 
                               
Total revenue
  299,729   313,963   97,029   216,934
 
                               
Operating costs and expenses:
                               
Restaurant operating costs:
                               
Food and packaging
  80,231   75,802   25,309   50,493
Payroll and other employee benefits
  75,310   73,508   24,372   49,136
Occupancy and other
  63,393   59,906   20,522   39,384
 
                               
Restaurant operating costs
  218,934   209,216   70,203   139,013
Franchised and licensed restaurants and other
  18,440   40,620   5,262   35,358
Advertising
  15,399   14,678   4,848   9,830
General and administrative
  29,346   40,116   19,728   20,388
Facility action charges, net
  (70 )   (136 )   137   (273 )
Other operating expenses, net (1)(2)
  194   23,342   19,661   3,681
 
                               
Total operating costs and expenses
  282,243   327,836   119,839   207,997
 
                               
Operating income (loss)
  17,486   (13,873 )   (22,810 )   8,937
Interest expense
  (17,816 )   (9,572 )   (5,980 )   (3,592 )
Other (expense) income, net
  (2,215 )    439   165   274
 
                               
(Loss) income before income taxes
  (2,545 )   (23,006 )   (28,625 )   5,619
Income tax (benefit) expense
  (314 )   4,304   (5,737 )   10,041
 
                               
Net loss
  $ (2,231 )   $ (27,310 )   $ (22,888 )   $ (4,422 )
 
                               

(1)   Other operating expenses, net includes transaction-related costs consisting of accounting, investment banking, legal, and other costs of $194, $26,784 , $19,661, and $7,123 for the twelve weeks ended August 15, 2011, twelve weeks ended August 9, 2010 (Successor/Predecessor), four weeks ended August 9, 2010 (Successor) and eight weeks ended July 12, 2010 (Predecessor), respectively.

(2)   The twelve weeks ended August 9, 2010 (Successor/Predecessor) and eight weeks ended July 12, 2010 (Predecessor) also include a $3,442 gain on the sale of the distribution center assets.

1

CKE RESTAURANTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands)
(Unaudited)

                                 
    Successor   Successor/   Successor   Predecessor
            Predecessor        
    Twenty-Eight   Twenty-Eight   Four   Twenty-Four
    Weeks Ended   Weeks Ended   Weeks Ended   Weeks Ended
    August 15, 2011   August 9, 2010   August 9, 2010   July 12, 2010
Revenue:
                               
Company-operated restaurants
  $ 614,595   $ 586,482   $ 85,951   $ 500,531
Franchised and licensed restaurants and other
  85,717   162,666   11,078   151,588
 
                               
Total revenue
  700,312   749,148   97,029   652,119
 
                               
Operating costs and expenses:
                               
Restaurant operating costs:
                               
Food and packaging
  189,133   173,951   25,309   148,642
Payroll and other employee benefits
  176,973   171,763   24,372   147,391
Occupancy and other
  146,076   138,660   20,522   118,138
 
                               
Restaurant operating costs
  512,182   484,374   70,203   414,171
Franchised and licensed restaurants and other
  44,318   120,382   5,262   115,120
Advertising
  35,460   34,495   4,848   29,647
General and administrative
  70,306   79,587   19,728   59,859
Facility action charges, net
   441   727   137   590
Other operating expenses, net (1)(2)
  545   29,910   19,661   10,249
 
                               
Total operating costs and expenses
  663,252   749,475   119,839   629,636
 
                               
Operating income (loss)
  37,060   (327 )   (22,810 )   22,483
Interest expense
  (42,211 )   (14,597 )   (5,980 )   (8,617 )
Other (expense) income, net (3)
  (1,416 )   (13,444 )   165   (13,609 )
 
                               
(Loss) income before income taxes
  (6,567 )   (28,368 )   (28,625 )   257
Income tax (benefit) expense
  (1,735 )   2,035   (5,737 )   7,772
 
                               
Net loss
  $ (4,832 )   $ (30,403 )   $ (22,888 )   $ (7,515 )
 
                               

(1)   Other operating expenses, net includes transaction-related costs consisting of accounting, investment banking, legal, and other costs of $545, $33,352, $19,661, and $13,691 for the twenty-eight weeks ended August 15, 2011, twenty-eight weeks ended August 9, 2010 (Successor/Predecessor), four weeks ended August 9, 2010 (Successor) and twenty-four weeks ended July 12, 2010 (Predecessor), respectively.

(2)   The twenty-eight weeks ended August 9, 2010 (Successor/Predecessor) and twenty-four weeks ended July 12, 2010 (Predecessor) also include a $3,442 gain on the sale of the distribution center assets.

(3)   Other (expense) income, net includes transaction-related costs, related to the termination of a prior merger agreement, of $14,283 for both the twenty-eight weeks ended August 9, 2010 (Successor/Predecessor) and twenty-four weeks ended July 12, 2010 (Predecessor).

2

CKE RESTAURANTS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except shares and par values)
(Unaudited)

                 
    Successor
    August 15, 2011   January 31, 2011
ASSETS
               
Current assets:
               
Cash and cash equivalents
  $ 38,258   $ 42,586
Accounts receivable, net of allowance for doubtful accounts of $161 as of August 15, 2011 and $92 as of January 31, 2011
  26,440   27,533
Related party trade receivables
  73    216
Inventories
  17,850   14,526
Prepaid expenses
  12,353   14,219
Assets held for sale
    196
Advertising fund assets, restricted
  21,791   18,464
Deferred income tax assets, net
  16,687   17,079
Other current assets
  3,508   4,065
 
               
Total current assets
  136,960   138,884
Notes receivable, net
    172
Property and equipment, net of accumulated depreciation and amortization of $74,614 as of August 15, 2011 and $36,342 as of January 31, 2011
  628,217   640,194
Property under capital leases, net of accumulated amortization of $6,940 as of August 15, 2011 and $3,638 as of January 31, 2011
  34,588   36,156
Goodwill
  208,885   207,817
Intangible assets, net
  440,628   448,499
Other assets, net
  22,330   24,444
 
               
Total assets
  $ 1,471,608   $ 1,496,166
 
               
LIABILITIES AND STOCKHOLDER’S EQUITY
               
Current liabilities:
               
Current portion of bank indebtedness and other long-term debt
  $ 3   $ 29
Current portion of capital lease obligations
  8,117   7,434
Accounts payable
  45,420   41,442
Advertising fund liabilities
  21,791   18,464
Other current liabilities
  81,826   81,958
 
               
Total current liabilities
  157,157   149,327
Bank indebtedness and other long-term debt, less current portion
  550,618   589,987
Capital lease obligations, less current portion
  38,478   41,082
Deferred income tax liabilities, net
  153,812   151,828
Other long-term liabilities
  149,138   139,173
 
               
Total liabilities
  1,049,203   1,071,397
 
               
Stockholder’s equity:
               
Common stock, $0.01 par value; 100 shares authorized, issued and outstanding as of August 15, 2011 and January 31, 2011
   
Additional paid-in capital
  455,127   452,659
Accumulated deficit
  (32,722 )   (27,890 )
 
               
Total stockholder’s equity
  422,405   424,769
 
               
Total liabilities and stockholder’s equity
  $ 1,471,608   $ 1,496,166
 
               

3

Non-GAAP Measures

Adjusted EBITDA and Adjusted EBITDAR

Adjusted EBITDA represents income (loss) before 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, the effects of acquisition accounting adjustments, and certain non-cash and unusual items. The Company calculates Adjusted EBITDAR by adjusting Adjusted EBITDA to exclude the Company’s aggregate cash rent expense, less rental income from franchisees and third parties, subject to certain adjustments and exclusions.

Management uses Adjusted EBITDA and Adjusted EBITDAR because it believes that they are important measures of operating performance. In particular, management considers Adjusted EBITDA and Adjusted EBITDAR to be useful financial measures that highlight trends in the Company’s business and provide a comparable measure of profitability of similar enterprises. In addition, management believes that Adjusted EBITDA and Adjusted EBITDAR are effective, when used in conjunction with net loss or loss before income taxes, in evaluating asset performance, and differentiating efficient operators in the industry. Furthermore, management believes that Adjusted EBITDA and Adjusted EBITDAR provide useful information to potential investors and analysts because these measures provide insight into management’s evaluation of the Company’s results of operations. The calculations of Adjusted EBITDA and Adjusted EBITDAR may not be consistent with “EBITDA” and “EBITDAR” for the purpose of the covenants in the agreements governing the Company’s indebtedness.

Adjusted EBITDA and Adjusted EBITDAR are not measures of financial performance under U.S. GAAP, are not intended to represent cash flows from operations under U.S. GAAP and should not be used as alternatives to net loss, or loss before income taxes, as indicators of operating performance, or as alternatives to cash flow from operating, investing or financing activities as a measure of liquidity. Management compensates for the limitations of using Adjusted EBITDA and Adjusted EBITDAR by using them only to supplement the Company’s U.S. GAAP results to provide a more complete understanding of the factors and trends affecting the Company’s business. Adjusted EBITDA and Adjusted EBITDAR have limitations as analytical tools, and you should not consider these measures in isolation or as a substitute for analysis of the Company’s results as reported under U.S. GAAP.

Some of the limitations of Adjusted EBITDA and Adjusted EBITDAR are:

  Adjusted EBITDA and Adjusted EBITDAR do 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 and Adjusted EBITDAR do not reflect the cash requirements for such replacements;

  Adjusted EBITDA and Adjusted EBITDAR do not reflect changes in, or cash requirements for, the Company’s working capital requirements;

  Adjusted EBITDA and Adjusted EBITDAR do not reflect the cash necessary to make payments of interest or principal on the Company’s indebtedness; and

  Adjusted EBITDAR does not reflect the cash necessary to make payments of rent under the Company’s lease obligations.

While Adjusted EBITDA and Adjusted EBITDAR are frequently used as measures of operations and the ability to meet indebtedness service requirements, these measures as calculated by the Company are not necessarily directly comparable to other similarly titled captions of other companies due to potential inconsistencies in the method of calculation.

4

                                 
CKE RESTAURANTS, INC.
ADJUSTED EBITDA AND ADJUSTED EBITDAR
(In thousands)
(Unaudited)
 
                               
 
          Predecessor/           Predecessor/
 
  Successor   Successor   Successor   Successor
 
                               
 
   Twelve    Twelve   Twenty-Eight Weeks   Twenty-Eight Weeks
 
  Weeks Ended   Weeks Ended   Ended   Ended
 
  15-Aug-11   9-Aug-10   15-Aug-11   9-Aug-10
 
                               
 
                               
Net loss
  $ (2,231 )   $ (27,310 )   $ (4,832 )   $ (30,403 )
Interest expense
    17,816       9,572       42,211       14,597  
Income tax (benefit) expense
    (314 )     4,304       (1,735 )     2,035  
Depreciation and amortization
    18,905       16,981       43,843       39,625  
Facility action charges, net
    (70 )     (136 )     441       727  
Gain on sale of distribution center assets
          (3,442 )           (3,442 )
Transaction-related costs (1)
    194       26,784       545       47,635  
Management fees (2)
    575       62       1,342       62  
Share-based compensation expense
    999       13,284       2,468       15,471  
Losses on asset and other disposals
    283       901       996       2,181  
Difference between U.S. GAAP rent and cash rent
    659       467       1,277       904  
Cost savings (3)
          282             970  
Other, net (4)
    4,055       496       5,815       (983 )
Adjusted EBITDA
  $ 40,871     $ 42,245     $ 92,371     $ 89,379  
Net Rent (5)
    11,923       11,407       27,283       26,307  
Adjusted EBITDAR
  $ 52,794     $ 53,652     $ 119,654     $ 115,686  

      

(1)   Transaction-related costs include investment banking, legal, and other costs related to the Merger, as well as costs related to the termination of a prior merger agreement.

(2)   Represents the amounts associated with the management services agreement with Apollo Management VII, L.P. for on-going investment banking, consulting, and financial planning services, which are included in general and administrative expense.

(3)   Cost savings reflects pro-forma cost savings amounts expected to be realized as a result of becoming a privately held company.

(4)   Other, net includes the net impact of purchase accounting, executive retention bonus and disposition business expense. For the twenty-eight weeks ended August 9, 2010 (Successor/Predecessor), other, net also included adjusted EBITDA from the Company’s distribution business, which it no longer owns or operates.

(5)   Represents aggregate cash rent expense of the Company less rental income from franchisees and third parties, subject to certain adjustments and exclusions.

5

Company-Operated Restaurant-Level Non-GAAP Measures

Company-operated restaurant-level adjusted EBITDA is expressed in dollars and defined as company-operated restaurants revenue less restaurant operating costs excluding depreciation and amortization expense and including advertising expense. Restaurant operating costs are the expenses incurred directly by company-operated restaurants in generating revenues and do not include advertising costs, general and administrative expenses or facility action charges. Company-operated restaurant-level adjusted EBITDA margin is expressed as a percentage and defined as company-operated restaurant-level adjusted EBITDA divided by company-operated restaurants revenue.

Company-operated restaurant-level adjusted EBITDA and company-operated restaurant-level adjusted EBITDA margin are non-GAAP measures utilized by management internally to evaluate and compare the Company’s operating performance for company-operated restaurants between periods. In addition, management believes that these financial measures provide useful information to potential investors and analysts because they provide insight into management’s evaluation of the Company’s results of operations. These non-GAAP measures should be viewed in addition to, and not in lieu of, the comparable GAAP measures. These non-GAAP measures have certain limitations including the following:

  Because not all companies calculate these measures identically, the Company’s presentation of such measures may not be comparable to similarly titled measures of other companies;

  These measures exclude certain general and administrative and other operating costs, which should also be considered when assessing the Company’s operating performance; and

  These measures exclude depreciation and amortization, and although they are non-cash charges, the assets being depreciated or amortized will often have to be replaced and new investments made to support the operations of the Company’s restaurant portfolio.

The following is a reconciliation of company-operated restaurant-level adjusted EBITDA and company-operated restaurant-level adjusted EBITDA margin (unaudited):

                                 
    Successor   Successor/   Successor   Successor/
            Predecessor           Predecessor
     Twelve    Twelve   Twenty-Eight   Twenty-Eight
    Weeks Ended   Weeks Ended   Weeks Ended   Weeks Ended
    August 15, 2011   August 9, 2010   August 15, 2011   August 9, 2010
Company-operated restaurant-level adjusted EBITDA:
                               
Company-operated restaurants revenue
  $ 262,991   $ 255,477   $ 614,595   $ 586,482
Less: restaurant operating costs
  (218,934 )   (209,216 )   (512,182 )   (484,374 )
Add: depreciation and amortization expense
  16,387   15,068   37,987   35,444
Less: advertising expense
  (15,399 )   (14,678 )   (35,460 )   (34,495 )
 
                               
Company-operated restaurant-level adjusted EBITDA
  $ 45,045   $ 46,651   $ 104,940   $ 103,057
 
                               
Company-operated restaurant-level adjusted EBITDA margin
  17.1 %   18.3 %   17.1 %   17.6 %

6