-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TRKrfSQHBSCVcUhP1MsoDs0HGoHQ1RubH6YBPeubyJmmhvizmhhJ+aOli1nqfEpF mrRpYIQ/w1gPia++VCDrGA== 0001157523-07-010831.txt : 20071106 0001157523-07-010831.hdr.sgml : 20071106 20071106160513 ACCESSION NUMBER: 0001157523-07-010831 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071106 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071106 DATE AS OF CHANGE: 20071106 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Ruths Chris Steak House, Inc. CENTRAL INDEX KEY: 0001324272 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 721060618 STATE OF INCORPORATION: DE FISCAL YEAR END: 1226 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51485 FILM NUMBER: 071218022 BUSINESS ADDRESS: STREET 1: 3321 HESSMER AVENUE CITY: METAIRIE STATE: LA ZIP: 70002 BUSINESS PHONE: (504) 454-6560 MAIL ADDRESS: STREET 1: 3321 HESSMER AVENUE CITY: METAIRIE STATE: LA ZIP: 70002 8-K 1 a5539183.txt RUTH'S CHRIS STEAK HOUSE, INC. 8-K - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): 11/06/2007 Ruth's Chris Steak House, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 000-51485 Delaware 72-1060618 (State or other (IRS Employer jurisdiction of Identification No.) 500 International Parkway Heathrow, FL 32746 (Address of principal executive offices, including zip code) (407) 333-7440 (Registrant's telephone number, including area code) (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) [GRAPHIC OMITTED] - -------------------------------------------------------------------------------- Information to be included in the report Item 2.02. Results of Operations and Financial Condition On November 6, 2007, the Company issued a press release announcing its financial results for its third fiscal quarter ended September 30, 2007. A copy of the press release is being furnished as Exhibit 99.1. The information contained in this report on Form 8-K, including Exhibit 99.1, is being furnished for informational purposes only and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Registration statements or other documents filed with the SEC shall not incorporate Exhibit 99.1 or any other information set forth in this report on Form 8-K by reference, except as otherwise expressly stated in such filing. Item 9.01. Financial Statements and Exhibits Exhibit 99.1 Press Release issued by Ruth's Chris Steak House, Inc., dated November 6, 2007. Signature(s) Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Ruth's Chris Steak House, Inc. Date: November 6, 2007 By: /s/ Thomas J. Pennison, Jr. ------------------------------- Thomas J. Pennison, Jr. Senior Vice President and Chief Financial Officer EX-99.1 2 a5539183ex99-1.txt EXHIBIT 99.1 Exhibit 99.1 Ruth's Chris Steak House, Inc. Reports Third Quarter 2007 Financial Results HEATHROW, Fla.--(BUSINESS WIRE)--Nov. 6, 2007--Ruth's Chris Steak House, Inc. (Nasdaq: RUTH) today reported unaudited results for its third quarter ended September 30, 2007. Highlights for the 13-week third quarter 2007 compared to the 13-week third quarter 2006 were as follows: -- Total revenue increased 20.5% to $70.2 million from $58.3 million. -- Net income of $1.8 million, or $0.08 per diluted share, compared to $2.3 million, or $0.10 per diluted share, in the prior year period. The year-ago quarter included $0.9 million in pre-tax net hurricane-related insurance proceeds, or $0.02 per diluted share, after-tax. -- Company-owned comparable restaurant sales decreased 0.4%. Franchised-owned comparable restaurant sales decreased 0.5%. -- Food and beverage costs, as a percentage of restaurant sales, decreased approximately 100 basis points to 32.0% versus the prior year quarter, primarily driven by sales mix initiatives, favorable beef costs, and modest price increases. These were partially offset by higher lobster, produce and dairy costs. -- Restaurant operating expenses, as a percentage of restaurant sales, were approximately 170 basis points higher due to increased restaurant management staffing and occupancy related to new restaurant activity. -- Marketing and advertising expenditures, as a percentage of total revenues, were approximately 70 basis points lower due to reduced utilization of television in select markets in the third quarter of fiscal 2007 versus the third quarter of fiscal 2006. -- General and administrative expenses, as a percentage of total revenues, were approximately 120 basis points lower due to leverage from strong revenue gains and reduced incentive compensation. -- Depreciation and amortization expenses, as a percentage of total revenues, were approximately 50 basis points higher due to investments in newer restaurants. -- Preopening costs increased by $0.4 million from a year ago due to increased new restaurant development activity. -- Operating income of $3.9 million versus $4.2 million. The year-ago quarter included $0.9 million in pre-tax net hurricane-related insurance proceeds. -- Two new franchised restaurants were opened in Columbia, South Carolina; and Mishawaka, Indiana. -- The Company completed its acquisition of three formerly franchised restaurants in Bellevue and Seattle, Washington, and Portland, Oregon. Craig S. Miller, Chairman of the Board, President and Chief Executive Officer, stated, "In absolute terms, our top-line performance facilitated margin improvement in both food and beverage costs as well as general and administrative expenses. Operating income (adjusting for the benefit of insurance proceeds from 2006) grew by 18.9%, which is consistent with our long term growth objectives. Excluding prior year non-reoccurring items, we were pleased to have maintained our operating income margins year over year, and we expect to be able to deliver similar margin stability in the coming quarter, despite fire related sales challenges in selective Southern California markets, as well as some sales interruption in two restaurants that are undergoing expansion." Miller continued, "Our third quarter comparable sales reflect a continuation of the trends we've experienced for the past several quarters, as the challenging consumer environment resulted in slower dining traffic in our restaurants. We have several initiatives under way, including our Power Lunch test and the introduction of an updated menu layout, that enables us to quickly introduce specials, including a new 'Chef Selections' list, as well as additional major remodels, that will result in expanded seating and enhanced lounges in older restaurants. While we anticipate certain of our guests will continue to face economic challenges that may impact their discretionary spending patterns, we expect continued growth in our private dining business to help mitigate this softness." Review of Operating Results Total revenues from continuing operations, which includes company-owned restaurant sales, franchise income, and other operating income, increased 20.5% to $70.2 million in the third quarter of 2007 compared to $58.3 million in the third quarter of 2006. Company-owned restaurant sales from continuing operations grew 20.9% to $67.0 million in the third quarter of 2007 from $55.5 million in the same period last year, primarily as a result of a 20.9% increase in company restaurant operating weeks to 711 from 588 (including eight additional restaurants in operation) as well as a slight increase in average weekly sales to $94,312 from $94,295. For the third quarter of 2007, company-owned comparable restaurant sales decreased 0.4% from the third quarter of 2006. Comparable sales growth consisted of an average check increase of 3.2% driven by non-entree increases in bar and lounge traffic, menu selection shifts, and year over year effective menu pricing of approximately 1.9%. This was partially offset by an entree reduction of 3.6%. Company-owned comparable restaurant sales lapped last year's third quarter growth of 4.3%. Franchise income increased 7.4% to $2.9 million from $2.7 million in the third quarter of 2006, due to two additional franchise-owned locations, net of acquisitions, year over year and was partially offset by a decrease in comparable franchise-owned restaurant sales of 0.5%. Operating income excluding prior year net hurricane insurance proceeds increased 18.9% to $3.9 million versus $3.3 million in the same period last year. Inclusive of proceeds, operating income decreased to $3.9 million versus $4.2 million in the same period last year. Net income was $1.8 million in the third quarter of 2007, or $0.08 per diluted share, compared to $2.3 million, or $0.10 per diluted share, in the third quarter of 2006. Net income for the third quarter of 2006 included $0.9 million in pre-tax hurricane-related insurance proceeds, or $0.02 per diluted share, after-tax. Acquisition Announcement Concurrent with the release of unaudited results for its third quarter ended September 30, 2007, the Company also announced that it has executed a definitive asset purchase agreement to acquire all of the operating assets and intellectual property of Columbus, OH-based Mitchell's Fish Market, operating under the names Mitchell's Fish Market and Columbus Fish Market, and Cameron's Steakhouse, operating under the names Cameron's Steakhouse and Mitchell's Steakhouse from Cameron Mitchell Restaurants, LLC (CMR) for approximately $94.0 million. The acquisition will be funded through the Company's credit facility and is expected to close in the first quarter of 2008, subject to customary closing conditions. It is expected to be accretive to the Company's shareholders in its first full year post-acquisition. Financial Guidance For the 52-week fiscal year 2007, the Company estimates that comparable restaurant sales will increase approximately 0.5% to 1.5%. System-wide restaurant operating weeks will grow by greater than 20% resulting in year over year increases in pre-opening expenses and higher operating costs. The Company anticipates the opening of seven Company-owned and eight franchised locations, of which six Company-owned and seven franchised locations, respectively, have opened through November 6, 2007. As previously communicated, the Company has contracted 50% of all beef needs for fiscal 2007 as well as has agreements in place on other key commodities with suppliers. The Company expects annual food and beverage costs as a percentage of restaurant sales to be between 31.8% and 32.2%, representing a 10-50 basis point reduction versus fiscal 2006. Annual marketing and advertising expenses, as a percentage of total revenue, are expected not to exceed 3.0%. The Company's effective tax rate for 2007 is expected to be approximately 32.3%. Inclusive of year-to-date financial results, the Company expects fiscal year 2007 diluted earnings per share to be between $0.92 and $0.95, including the impact of Statement of Financial Accounting Standards No. 123R Share Based Compensation (SFAS No. 123R). For the 52-week fiscal year 2008, the Company anticipates increasing restaurant operating weeks by approximately 15%, which will result in the opening of approximately six to seven Company-owned and six to seven franchised Ruth's Chris Steak House locations, as well as two to three Mitchell's Fish Market locations. The Company expects 2008 earnings per share growth (before the benefit from the proposed acquisition) to be consistent with the Company's stated long term target of 17.5% over 2007 GAAP EPS, excluding net insurance proceeds of $0.07 per share received during the first quarter of 2007. Additional guidance metrics will be released with the announcement of the Company's fourth quarter and fiscal year 2007 results. Conference Call The Company will host a conference call to discuss third quarter 2007 financial results as well as its intended acquisition of Mitchell's Fish Market and Cameron's Steakhouse on November 7, 2007 at 8:00 AM Eastern Time. Hosting the call will be Craig S. Miller, Chairman of the Board, President and Chief Executive Officer, and Thomas J. Pennison Jr., Senior Vice-President and Chief Financial Officer. The conference call can be accessed live over the phone by dialing 888-812-8522 or for international callers by dialing 913-312-6684. A replay will be available one hour after the call and can be accessed by dialing 888-203-1112 or 719-457-0820 for international callers; the password is 5597748. The replay will be available until November 15, 2007. The call will also be webcast live from the Company's website at www.ruthschris.com under the investor relations section. About Ruth's Chris Steak House Ruth's Chris Steak House, Inc. is the largest fine-dining company in the U.S., as measured by the total number of company-owned and franchise-owned restaurants, with 114 locations worldwide. Founded in New Orleans by Ruth Fertel in 1965, Ruth's Chris specializes in USDA Prime grade steaks served in Ruth's Chris signature fashion ... "sizzling." To experience fine dining at its prime ... just follow the sizzle to Ruth's Chris Steak House. For information, reservations, or to purchase gift cards, visit www.RuthsChris.com or call 1-800-544-0808. Forward-Looking Statements Some of the statements in this release that are not historical facts and relate to future results and events, including, without limitation, statements regarding annual guidance for 2007 and 2008, projected new restaurant openings, the timing of the completion of the acquisition and the accretion in the first full year post-acquisition are "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. These statements are based upon our current beliefs and expectations and involve risks and uncertainties. Actual results may vary materially from those contained in forward-looking statements based on a number of factors including, without limitation, the risks identified as "risk factors" in our 2006 annual report filed on Form 10-K and the other factors identified from time to time in our filings with the Securities and Exchange Commission, all of which are available at www.sec.gov. Investors should take these risks into account when making investment decisions. Shareholders and other readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. We undertake no obligation to update any forward-looking statements. RUTH'S CHRIS STEAK HOUSE, INC AND SUBSIDIARIES Consolidated Income Statements - Unaudited (dollar amounts in thousands, except share and per share data) 13 Weeks Ending 39 Weeks Ending ------------------------- ------------------------- September September September September 24, 30, 24, 30, 2006 2007 2006 2007 ------------ ------------ ------------ ------------ Revenues: Restaurant sales $ 55,452 $ 67,046 $ 174,340 $ 218,827 Franchise income 2,660 2,942 8,732 9,019 Other operating income 146 236 431 2,311 ------------ ------------ ------------ ------------ Total revenues 58,258 70,224 183,503 230,157 Costs and expenses: Food and beverage costs 18,301 21,485 56,014 70,324 Restaurant operating expenses 26,828 33,601 78,707 102,173 Marketing and advertising 1,891 1,733 5,530 6,229 General and administrative costs 5,354 5,632 16,117 17,840 Depreciation and amortization expenses 2,202 3,035 6,318 8,812 Pre-opening costs 402 800 858 3,316 ------------ ------------ ------------ ------------ Operating income before net hurricane, insurance and loss on disposal 3,280 3,938 19,959 21,463 Hurricane and relocation costs, net of insurance proceeds (874) 12 (802) (3,478) Loss on the disposal of property and equipment, net (31) - 23 1,108 ------------ ------------ ------------ ------------ Operating income 4,185 3,926 20,738 23,833 Other income (expense): Interest expense (730) (1,497) (1,671) (3,688) Other 6 202 (19) 568 ------------ ------------ ------------ ------------ Income from continuing operations before income tax expense 3,461 2,631 19,048 20,713 Income tax expense 1,108 850 5,862 6,690 ------------ ------------ ------------ ------------ Income from continuing operations 2,353 1,781 13,186 14,023 Discontinued operations, net of income tax benefit 22 1 71 17 ------------ ------------ ------------ ------------ Net income available to common shareholders $ 2,331 $ 1,780 $ 13,115 $ 14,006 ============ ============ ============ ============ Basic earnings per share: Continuing operations $ 0.10 $ 0.08 $ 0.57 $ 0.60 Discontinued operations - - - - ------------ ------------ ------------ ------------ Basic earnings per share $ 0.10 $ 0.08 $ 0.57 $ 0.60 ------------ ------------ ------------ ------------ Diluted earnings per share: Continuing operations $ 0.10 $ 0.08 $ 0.56 $ 0.60 Discontinued operations - - - - ------------ ------------ ------------ ------------ Diluted earnings per share $ 0.10 $ 0.08 $ 0.56 $ 0.60 ------------ ------------ ------------ ------------ Shares used in computing net income per common share: Basic 23,208,716 23,201,221 23,157,445 23,204,845 ============ ============ ============ ============ Diluted 23,439,470 23,390,296 23,431,704 23,401,981 ============ ============ ============ ============ RUTH'S CHRIS STEAK HOUSE, INC AND SUBSIDIARIES Selected Balance Sheet Data (dollar amounts in thousands) December 31, September 30, 2006 2007 ------------ ------------- Cash and cash equivalents $ 4,690 $ 1,413 Total assets 209,720 242,797 Long-term debt 68,000 95,250 Total shareholders' equity 67,978 83,453 CONTACT: ICR Investor Relations: Tom Ryan, 203-682-8200 tryan@icrinc.com or Raphael Gross, 203-682-8200 rgross@icrinc.com or Media: Alecia Pulman, 203-682-8259 alecia.pulman@icrinc.com -----END PRIVACY-ENHANCED MESSAGE-----