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

October 18, 2011

Date of Report (Date of earliest event reported)

SONIC CORP.

(Exact name of registrant as specified in its charter)

Delaware	0-18859	73-1371046
(State or other jurisdiction of	(Commission	(IRS Employer
incorporation or organization)	File Number)	Identification No.)
300 Johnny Bench Drive
Oklahoma City, Oklahoma		73104
(Address of Principal Executive Offices)		(Zip Code)

(405) 225-5000

(Registrant’s telephone number, including area code)

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))

Item 2.02. Results of Operations and Financial Condition.

On October 18, 2011, Sonic Corp. (the “Registrant”) issued a press release announcing fourth quarter and fiscal year end results for 2011. The information in the press release attached hereto as Exhibit 99 is furnished pursuant to this Item 2.02.

Item 9.01. Financial Statements and Exhibits.

(d ) Exhibits.

99 Press Release, dated October 18, 2011, announcing fourth quarter and fiscal year end results for 2011.

SIGNATURE

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.

	REGISTRANT:
	SONIC CORP.
Date: October 18, 2011	By:	/s/ Stephen C. Vaughan
	Stephen C. Vaughan,
	Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99	Press Release, dated October 18, 2011, announcing fourth quarter and fiscal year end results for 2011.

EX-99

Exhibit 99

Contact:	Claudia San Pedro
	Vice President of Investor Relations and Treasurer
	(405) 225-4846

SONIC REPORTS FISCAL YEAR-END 2011 RESULTS

OKLAHOMA CITY (October 18, 2011) – Sonic Corp. (NASDAQ: SONC), the nation’s largest chain of drive-in restaurants, today announced results for the fourth quarter and fiscal year ended August 31, 2011. For fiscal 2011, the company reported system-wide positive same-store sales of 0.5%, with an increase of 1.8% at company drive-ins and 0.4% at franchise drive-ins. This improvement compares to a decline of 7.8% for fiscal 2010.

Key highlights of the company’s fourth quarter report included:

• The company’s net income for the fourth quarter of fiscal 2011 was $0.20 per diluted share compared with net income per diluted share of $0.08 in the fourth quarter of fiscal 2010;

• System-wide same-store sales decreased 0.5% during the fourth quarter, with an increase of 0.4% at company drive-ins and a decrease of 0.6% at franchise drive-ins; and

• Franchise drive-in openings totaled 14 for the quarter, bringing year-to-date openings to 40.

“It is encouraging to see our service and product initiatives making a positive impact on sales,” said Clifford Hudson, Chairman and Chief Executive Officer. “One of the notable achievements in fiscal 2011 was company drive-in sales’ performance. Company drive-ins completed the fiscal year with a 1.8% increase in same-store sales, out-performing the system. This area of our business continues to present one of the best near-term opportunities for disproportionate enhancement of earnings and shareholder value.”

“In addition to showing sales improvements in fiscal 2011, we also refinanced our debt at attractive terms,” continued Hudson. “This new capital structure provides us financial flexibility at a favorable interest rate. With this facility in place, we expect to generate approximately $35 million to $40 million of free cash flow¹ during fiscal 2012. We believe the recently announced $30 million share repurchase program is an effective use of our cash and will optimize shareholder value.”

“We are pleased with the overall trajectory of our business. Same-store sales for the system continue to be positive in the current fiscal quarter which is on track with our expectations. While we expect continued sales volatility due to external economic challenges, we believe the improvements we have made to our business will continue to yield positive results in 2012 and for the long term,” concluded Hudson.

¹  Free cash flow is defined as net income plus depreciation, amortization and stock compensation expense, less capital expenditures and debt principal payments.

Financial Overview

For the 12 months ended August 31, 2011, revenues declined 0.9% to $546.0 million from $550.9 million in the prior year. The decrease in revenues is primarily attributable to the refranchising of 22 company drive-ins over the last two fiscal years. For the fourth quarter ended August 31, 2011, revenues decreased 2.5% to $151.2 million from $155.1 million in the year-earlier period.

Net income for fiscal year 2011 totaled $19.2 million or $0.31 per diluted share compared with net income of $21.2 million or $0.34 per diluted share for the same period in 2010. Excluding the items outlined below, net income and net income per diluted share for the year increased 9% and 10%, respectively. The company’s net income for the fourth quarter of fiscal 2011 totaled $12.3 million or $0.20 per diluted share compared with net income of $4.7 million or $0.08 per diluted share in the year-earlier quarter. During the fourth quarter of fiscal 2010, the company recognized an impairment charge of $15.0 million, primarily comprised of a write down to fair value of company drive-ins.

The following non-GAAP adjustments are intended to supplement the presentation of the company’s financial results in accordance with GAAP. The company believes that the presentation of these items provides useful information to investors and management regarding the underlying business trends and the performance of the company’s ongoing operations and is helpful for period-to-period and company-to-company comparisons, which management believes will assist investors in analyzing the financial results of the company and predicting future performance.

	Fiscal Year Ended						Fiscal Year Ended						Year-Over-Year
	August 31, 2011						August 31, 2010						Percent Change
	Net			Diluted			Net			Diluted			Net			Diluted
	Income			EPS			Income			EPS			Income			EPS
Reported – GAAP	$	19,225		$	0.31		$	21,209		$	0.34			-9	%		-9	%
After-tax net loss from early extinguishment of debt		14,439			0.24			202			—
Tax benefit from favorable tax settlement		(1,073	)		(0.02	)		—			—
Refranchising loss		—			—			492			0.01
Impairment provision		—			—			9,776			0.16
Tax benefit of stock option exchange program		—			—			(1,751	)		(0.03	)
Adjusted—Non-GAAP	$	32,591		$	0.53		$	29,928		$	0.48			9	%		10	%

Same-Store Sales

For the 12 months ended August 31, 2011, system-wide same-store sales increased 0.5% compared to the prior year. The increase was comprised of a 1.8% increase at company drive-ins and a 0.4% increase in same-store sales at franchise drive-ins for fiscal 2011. For the fourth fiscal quarter ended August 31, 2011, system-wide same-store sales decreased 0.5% which was comprised of a 0.4% increase at company drive-ins and a decrease of 0.6% at franchise drive-ins.

Development

For fiscal 2011 there were 43 new drive-in openings including 40 new franchise drive-ins. Across the Sonic system, a total of 17 new drive-ins were opened in the fourth quarter, of which 14 were opened by franchisees, versus 25 new drive-in openings during the fourth quarter of fiscal 2010, of which 24 were franchise drive-ins. New franchise drive-in openings in fiscal 2012 are expected to total between 30 and 40.

Fiscal Year 2012 Outlook

The company expects its initiatives to drive sales improvements going forward. However, uncertainty with regard to the macroeconomic environment and its impact on consumer confidence may result in greater-than-expected sales volatility. The outlook for fiscal 2012 anticipates the following elements:

— The opening of 30 to 40 new franchise drive-ins;

— Positive same-store sales; a 1% change in same-store sales equates to approximately $0.03 in net income per diluted share;

— Flat restaurant-level margins as a result of labor efficiencies, offset by commodity cost increases, particularly in the first half of the fiscal year;

— Selling, general and administrative expenses of $69 to $70 million;

— Depreciation and amortization of $41 to $42 million;

— Interest expense of approximately $32 million;

— An income tax rate of between 37% and 38%; and

— Capital expenditures in the range of $25 to $30 million.

About Sonic

Sonic, America’s Drive-In, originally started as a hamburger and root beer stand in 1953 in Shawnee, Oklahoma called Top Hat Drive-In, and then changed its name to Sonic in 1959. The first drive-in to adopt the Sonic name is still serving customers in Stillwater, Oklahoma. Sonic has more than 3,500 drive-ins coast to coast, where approximately three million customers eat every day. For more information about Sonic Corp. and its subsidiaries, visit Sonic at www.sonicdrivein.com.

Earnings Conference Call

The company will host a conference call and online web simulcast this afternoon beginning at 5:00 p.m. ET. The conference call can be accessed live over the phone by dialing (888) 215-6896 or (913) 312-0728 for international callers. A replay will be available one hour after the call and can be accessed by dialing (877) 870-5176 or (858) 384-5517 for international callers; the conference ID is 2491252. The replay will be available until Tuesday October 25, 2011. An online replay of the conference call will be available approximately two hours after the conclusion of the live broadcast. A link to this event will be available on the investor section of the company’s website, www.sonicdrivein.com.

This press release contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements reflect management’s expectations regarding future events and operating performance and speak only as of the date hereof. These forward-looking statements involve a number of risks and uncertainties. Factors that could cause actual results to differ materially from those expressed in, or underlying, these forward-looking statements are detailed in the company’s annual and quarterly report filings with the Securities and Exchange Commission. The company undertakes no obligation to publicly release revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unforeseen events, except as required to be reported under the rules and regulations of the Securities and Exchange Commission.

The tables that follow provide information regarding the number of company-owned drive-ins, franchise drive-ins and system drive-ins in operation as of the end of the periods indicated. In addition, these tables provide information regarding franchise sales, system growth in sales, and both franchise and system average drive-in sales and change in same-store sales. System information includes both company-owned and franchise drive-in information, which we believe is useful in analyzing the growth of our brand. While we do not record franchise drive-in sales as revenues, we believe this information is important in understanding our financial performance since we calculate and record franchise royalties based on a percentage of franchise sales. This information also is indicative of the financial health of our franchisees.

SONIC CORP.

Unaudited Supplemental Information

(In thousands, except per share amounts)

	Fourth Quarter Ended August 31,						Fiscal Year Ended August 31,
	2011			2010			2011			2010
Statement of Operations
Revenues:
Company drive-in sales	$	113,366		$	115,406		$	410,820		$	414,369
Franchise drive-ins:
Franchise royalties		35,477			35,764			124,127			122,385
Franchise fees		473			816			1,744			2,752
Lease revenue		1,676			1,795			6,023			6,879
Other		192			1,291			3,237			4,541
		151,184			155,072			545,951			550,926
Costs and expenses:
Company drive-ins:
Food and packaging		31,957			31,888			115,516			114,281
Payroll and other employee benefits		40,404			40,548			148,472			145,688
Other operating expenses, exclusive of depreciation and amortization included below		24,538			25,149			91,303			94,690
		96,899			97,585			355,291			354,659
Selling, general and administrative		16,165			16,295			64,943			66,847
Depreciation and amortization		10,419			10,657			41,225			42,615
Provision for impairment of long-lived assets		511			14,973			824			15,161
		123,994			139,510			462,283			479,282
Other operating income (expense), net		330			(58	)		585			(763	)
Income from operations		27,520			15,504			84,253			70,881
Interest expense		8,186			8,281			32,600			36,707
Interest income		(193	)		(204	)		(706	)		(948	)
Net loss from early extinguishment of debt		10			—			23,035			314
Net interest expense		8,003			8,077			54,929			36,073
Income before income taxes		19,517			7,427			29,324			34,808
Provision for income taxes		6,959			2,431			9,154			8,969
Net income—including noncontrolling interests		12,558			4,996			20,170			25,839
Net income—noncontrolling interests		272			341			945			4,630
Net income—attributable to Sonic Corp.	$	12,286		$	4,655		$	19,225		$	21,209
Net income per share attributable to Sonic Corp.:
Basic	$	0.20		$	0.08		$	0.31		$	0.35
Diluted	$	0.20		$	0.08		$	0.31		$	0.34
Weighted average shares used in calculation:
Basic		61,954			61,627			61,781			61,319
Diluted		62,155			61,706			61,943			61,576

SONIC CORP.

Unaudited Supplemental Information

	Fourth Quarter  Ended August 31,						Fiscal Year Ended August  31,
	2011			2010			2011			2010
Drive-Ins in Operation:
Company drive-ins:
Total at beginning of period		445			458			455			475
Opened		3			1			3			5
Acquired from (sold to) franchisees		1			—			(5	)		(16	)
Closed (net of re-openings)		(3	)		(4	)		(7	)		(9	)
Total at end of period		446			455			446			455
Franchise:
Total at beginning of period		3114			3,112			3,117			3,069
Opened		14			24			40			80
Acquired from (sold to) company		(1	)		—			5			16
Closed (net of re-openings)		(12	)		(19	)		(47	)		(48	)
Total at end of period		3,115			3,117			3,115			3,117
System-wide:
Total at beginning of period		3,559			3,570			3,572			3,544
Opened		17			25			43			85
Closed (net of re-openings)		(15	)		(23	)		(54	)		(57	)
Total at end of period		3,561			3,572			3,561			3,572

SONIC CORP.

Unaudited Supplemental Information

($ in thousands)

	Fourth Quarter Ended August 31,						Fiscal Year Ended August 31,
	2011			2010			2011			2010
Sales Analysis
Company drive-ins:
Total sales	$	113,366		$	115,406		$	410,820		$	414,369
Average drive-in sales		255			251			920			893
Change in same-store sales		0.4	%		-6.1	%		1.8	%		-8.8	%
Franchise drive-ins:
Total sales	$	921,758		$	910,675		$	3,278,208		$	3,205,507
Average drive-in sales		296			295			1,054			1,043
Change in same-store sales		-0.6	%		-6.4	%		0.4	%		-7.6	%
System-wide:
Change in total sales		0.9	%		-4.9	%		1.9	%		-5.7	%
Average drive-in sales	$	291		$	289		$	1,037		$	1,023
Change in same-store sales		-0.5	%		-6.4	%		0.5	%		-7.8	%

Note: Change in same-store sales based on drive-ins open for a minimum of 15 months.

SONIC CORP.

Unaudited Supplemental Information

($ in thousands)

	Fourth Quarter Ended August 31,						Fiscal Year Ended August 31,
	2011			2010			2011			2010
Margin Analysis (percentage of company drive-in sales)
Company drive-ins:
Food and packaging		28.2	%		27.6	%		28.1	%		27.6	%
Payroll and employee benefits**		35.6	%		35.1	%		36.1	%		35.2	%
Other operating expenses		21.7	%		21.9	%		22.3	%		22.8	%
Cost of sales, as reported		85.5	%		84.6	%		86.5	%		85.6	%
Noncontrolling interests**		0.2	%		0.3	%		0.2	%		1.1	%
Pro forma cost of sales, including noncontrolling interests		85.7	%		84.9	%		86.7	%		86.7	%

** Effective April 1, 2010, the Company revised its compensation program. Most managers changed from partners to employees and their compensation is now reflected in Payroll and employee benefits rather than Noncontrolling interests.

	Aug. 31, 2011		Aug. 31, 2010
Balance Sheet Data
Current assets	$	93,457	$	133,928
Property, equipment and capital leases, net		464,875		489,264
Total assets		679,742		737,320
Current liabilities, including capital lease obligations and long-term debt due within one year		71,279		118,608
Obligations under capital leases due after one year		30,302		32,872
Long-term debt due after one year		481,835		529,872
Total liabilities		627,909		714,754
Stockholders’ equity		51,833		22,566

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