0001299933-11-001135.txt : 20110419 0001299933-11-001135.hdr.sgml : 20110419 20110419120533 ACCESSION NUMBER: 0001299933-11-001135 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110414 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110419 DATE AS OF CHANGE: 20110419 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CKE RESTAURANTS INC CENTRAL INDEX KEY: 0000919628 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 330602639 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11313 FILM NUMBER: 11767328 BUSINESS ADDRESS: STREET 1: 6307 CARPINTERIA AVENUE STREET 2: SUITE A CITY: CARPINTERIA STATE: CA ZIP: 93013 BUSINESS PHONE: (805) 745-7500 MAIL ADDRESS: STREET 1: 6307 CARPINTERIA AVENUE STREET 2: SUITE A CITY: CARPINTERIA STATE: CA ZIP: 93013 8-K 1 htm_41380.htm LIVE FILING CKE Restaurants, Inc. (Form: 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):   April 14, 2011

CKE Restaurants, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

     
Delaware 1-11313 and 333-169977 33-0602639
_____________________
(State or other jurisdiction
_____________
(Commission
______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
6307 Carpinteria Ave., Ste. A, Carpinteria, California   93013
_________________________________
(Address of principal executive offices)
  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   (805) 745-7500

Not Applicable
______________________________________________
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))


Item 2.02 Results of Operations and Financial Condition.

On April 14, 2011, CKE Restaurants, Inc. (the "Company") issued a press release announcing the Company's results for the fourth quarter and fiscal year ended January 31, 2011. The press release is attached as Exhibit 99.1 hereto.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1 shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.





Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press release, dated April 14, 2011, issued by CKE Restaurants, Inc.






SIGNATURES

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.

         
    CKE Restaurants, Inc.
          
April 19, 2011   By:   /s/ Theodore Abajian
       
        Name: Theodore Abajian
        Title: Executive Vice President and Chief Financial Officer


Exhibit Index


     
Exhibit No.   Description

 
99.1
  Press release, dated April 14, 2011, issued by CKE Restaurants, Inc.
EX-99.1 2 exhibit1.htm EX-99.1 EX-99.1

NEWS RELEASE
CKE RESTAURANTS, INC. REPORTS RESULTS FOR FOURTH QUARTER AND FULL YEAR FISCAL 2011

CARPINTERIA, Calif. — April 14, 2011 — CKE Restaurants, Inc. announced today its financial results for the fourth quarter and fiscal year ended January 31, 2011. The Company expects to file its Annual Report on Form 10-K for fiscal 2011 with the Securities and Exchange Commission (“SEC”) on Friday, April 15, 2011 after the close of the financial markets.

The fourth quarter and fiscal year ended January 31, 2011, included 13 weeks and 53 weeks, respectively, as compared to 12 weeks and 52 weeks in the fourth quarter and fiscal year ended January 25, 2010. As previously reported, on July 12, 2010, CKE Holdings, Inc., formerly known as Columbia Lake Acquisition Holdings, Inc., an affiliate of Apollo Management VII, L.P., acquired all of the outstanding shares of the Company (the “Merger”). As of January 31, 2011, the purchase price allocation related to the Merger remains preliminary and could change materially in subsequent periods. Any subsequent changes to the purchase price allocation that result in material changes to the consolidated financial results will be adjusted retrospectively.

The Company’s results of operations for fiscal 2011 and related information have been prepared by adding the results of operations for the twenty-nine weeks ended January 31, 2011 (the “Successor” period) and the twenty-four weeks ended July 12, 2010, which precedes the Merger (the “Predecessor” period), and are compared to the Predecessor results for fiscal 2010. This combined presentation does not comply with generally accepted accounting principles; however, the Company believes that it provides a meaningful method of comparison. The discussion of the Company’s fourth quarter results compares the results of operations for the Successor thirteen weeks ended January 31, 2011 to the Predecessor twelve weeks ended January 25, 2010.

Company-Operated Same-Store Sales and Average Unit Volumes

Blended same-store sales increased 2.3% in the fourth quarter of fiscal 2011. Hardee’s® same-store sales increased 5.7%, and Carl’s Jr.® same-store sales declined 0.4%.

Fiscal 2011 blended same-store sales declined 0.8%. Hardee’s same-store sales increased 4.4%, and Carl’s Jr. same-store sales declined 4.8%.

                 
    Q4   Fiscal Year
Brand   FY11   FY10   FY11   FY10
Carl’s Jr.
   -0.4%    -8.7%    -4.8%    -6.2%
Hardee’s
   5.7%    -2.5%    4.4%    -0.9%
Blended
   2.3%    -6.0%    -0.8%    -3.9%

At the end of fiscal 2011, the fifty-two week average unit volumes for Carl’s Jr. and Hardee’s were $1,375,000 and $1,054,000, respectively.

To date, the Company’s first quarter of fiscal 2012 blended same-store sales are tracking positive in the low- to mid- single digit range.

Fourth Quarter Results

The Company reported total revenue of $297.0 million for the fiscal 2011 fourth quarter, a decrease of $14.7 million, or 4.7%, compared to the fiscal 2010 fourth quarter. The decrease was attributable to the sale of the Carl’s Jr. distribution business on July 2, 2010, partially offset by the impact of an additional week in the fiscal 2011 fourth quarter. Total revenue, excluding both the Carl’s Jr. distribution center revenue in the prior year quarter and the impact of the additional week, increased by $7.2 million, or 2.7%. The Company estimates the additional week in the fiscal 2011 fourth quarter added approximately $22 million to revenue and approximately $2 million to Adjusted EBITDA.

“Hardee’s continued to generate strong same-store sales results during the fourth quarter. Including period 13, Hardee’s has now had twelve consecutive periods of positive same-store sales. Carl’s Jr. fourth quarter same-store sales results showed significant sequential improvement over the third quarter. We are pleased to have generated $37.1 million of Adjusted EBITDA in the fourth quarter,” said Andrew F. Puzder, Chief Executive Officer.

Company-operated restaurant-level adjusted EBITDA margin was flat when compared to the prior year quarter at 17.1%. Food and packaging costs increased 50 basis points as a result of higher commodity costs for beef, pork and cheese, and there were slight increases in advertising and in occupancy and other costs (excluding depreciation and amortization). These increases were offset by a 60 basis point decrease in labor costs primarily due to the impact of sales leverage at Hardee’s restaurants and lower employer payroll taxes due to favorable payroll tax legislation which expired on December 31, 2010. Refer to the further discussion of company-operated restaurant-level adjusted EBITDA margin under the heading “Non-GAAP Measures” below.

Adjusted EBITDA was $37.1 million in the fiscal 2011 fourth quarter compared to $32.8 million in the same quarter of the prior year. Excluding the estimated impact of the additional week, fourth quarter Adjusted EBITDA increased by $2.3 million over the prior year fourth quarter. Refer to the further discussion of Adjusted EBITDA under the heading “Non-GAAP Measures” below, which includes a reconciliation of net (loss) income to Adjusted EBITDA.

Fiscal 2011 Results

The Company reported total revenue of $1,330.6 million for fiscal 2011, a decrease of $88.1 million, or 6.2%, compared to fiscal 2010. The decrease was primarily attributable to the sale of the Carl’s Jr. distribution business on July 2, 2010, partially offset by the impact of a fifty-third week in fiscal 2011. Total revenue, excluding both the Carl’s Jr. distribution center revenue and the impact of the additional week, decreased by $5.2 million, or 0.4%. The Company estimates the additional week in fiscal 2011 added approximately $22 million to revenue.

Adjusted EBITDA for fiscal 2011 was $164.9 million, as compared to $167.0 million for fiscal 2010. Refer to the further discussion of Adjusted EBITDA under the heading “Non-GAAP Measures” below, which includes a reconciliation of net (loss) income to Adjusted EBITDA.

As of January 31, 2011, cash and cash equivalents were $42.6 million and the Company had $65.1 million available under its credit facility.

Capital expenditures for fiscal 2011 were $63.1 million, of which $35.8 million related to new store openings, dual-branding and remodeling projects. Capital expenditures for fiscal 2010 were $102.4 million. For fiscal 2012, the Company expects capital expenditures to be between $60.0 million and $70.0 million.

As of January 31, 2011, the Company’s system-wide restaurant portfolio consisted of:

                                 
    Carl’s Jr.   Hardee’s   Other   Total
Company-operated
    423       466       1       890  
Franchised
    674       1,226       10       1,910  
Licensed
    152       207             359  
 
                               
Total
    1,249       1,899       11       3,159  
 
                               

Conference Call Information

The Company will host its fourth quarter and fiscal 2011 conference call on Friday, April 15, 2011, at 6:00 a.m. (PDT). The dial in information is as follows: (973) 500-2164 U.S. and international. The conference ID is 58961164. You may also access the conference call via the Company’s website 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 fiscal 2011, the Company, through its subsidiaries, had a total of 3,159 franchised, licensed or company-operated restaurants in 42 states and in 18 countries. For more information about CKE, please visit www.ckr.com.

Estimated Impact of Additional Week

The Company’s fiscal year ends on the last Monday in January in each year, which resulted in an extra week during fiscal 2011. As a result, the fourth quarter and fiscal year ended January 31, 2011, included 13 weeks and 53 weeks, respectively, as compared to 12 weeks and 52 weeks in the fourth quarter and fiscal year ended January 25, 2010.

Management has estimated the impact of the additional week on its operating results by analyzing the last accounting period of fiscal 2011, excluding the impact of certain year-end and quarter-end adjustments, and making various assumptions that were deemed reasonable and appropriate.

Forward-looking Statements

Matters discussed in this press release contain forward-looking statements, including those relating to the Company’s financial condition and results of operations as well as the Company’s expected capital expenditures, 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 Information

Beth Mansfield, Public Relations
Phone : (805) 745-7741, E-mail, bmansfield@ckr.com

1

                 
CKE RESTAURANTS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands)
(Unaudited)
 
   Successor    Predecessor
 
               
 
   Thirteen Weeks Ended    Twelve Weeks Ended
 
               
 
   January 31, 2011    January 25, 2010
 
               
Revenue:
               
Company-operated restaurants
  $ 262,705   $ 236,820
Franchised and licensed restaurants and other
  34,338   74,925
 
               
Total revenue
  297,043   311,745
 
               
Operating costs and expenses:
               
Restaurant operating costs:
               
Food and packaging
  77,122   68,417
Payroll and other employee benefits
  77,557   71,429
Occupancy and other
  64,503   58,600
 
               
Total restaurant operating costs
  219,182   198,446
Franchised and licensed restaurants and other
  16,873   57,170
Advertising
  14,753   12,992
General and administrative
  34,829   30,074
Facility action charges, net
  590   1,673
Other operating expenses, net (1)
  174  
 
               
Total operating costs and expenses
  286,401   300,355
 
               
Operating income
  10,642   11,390
Interest expense
  (19,650 )   (4,420 )
Other income, net
  693   944
 
               
(Loss) income before income taxes
  (8,315 )   7,914
Income tax benefit
  (2,715 )   (7,482 )
 
               
Net (loss) income
  $ (5,600 )   $ 15,396
 
               

     
(1) Other operating expenses, net includes transaction-related costs consisting of accounting, investment banking, legal, and other costs.

2

                                 
CKE RESTAURANTS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands)
(Unaudited)
                    Successor/    
    Successor   Predecessor   Predecessor   Predecessor
    Twenty-Nine Weeks           Fifty-Three Weeks   Fifty-Two Weeks
    Ended January 31,   Twenty-Four Weeks   Ended January 31,   Ended January 25,
    2011   Ended July 12, 2010   2011   2010
Revenue:
                               
Company-operated restaurants
  $ 598,753   $ 500,531   $ 1,099,284   $ 1,084,474
Franchised and licensed restaurants and other
  79,773   151,588   231,361   334,259
 
                               
Total revenue
  678,526   652,119   1,330,645   1,418,733
 
                               
Operating costs and expenses:
                               
Restaurant operating costs:
                               
Food and packaging
  176,310   148,992   325,302   310,483
Payroll and other employee benefits
  173,497   147,187   320,684   312,571
Occupancy and other
  147,872   119,076   266,948   260,061
 
                               
Total restaurant operating costs
  497,679   415,255   912,934   883,115
Franchised and licensed restaurants and other
  38,590   115,089   153,679   253,850
Advertising
  34,481   29,647   64,128   64,443
General and administrative
  84,347   58,806   143,153   133,135
Facility action charges, net
  1,497   590   2,087   4,695
Other operating expenses, net (1,2)
  20,003   10,249   30,252  
 
                               
Total operating costs and expenses
  676,597   629,636   1,306,233   1,339,238
 
                               
Operating income
  1,929   22,483   24,412   79,495
Interest expense
  (43,689 )   (8,617 )   (52,306 )   (19,254 )
Other income (expense), net (3)
  1,677   (13,609 )   (11,932 )   2,935
 
                               
(Loss) income before income taxes
  (40,083 )   257   (39,826 )   63,176
Income tax (benefit) expense
  (11,341 )   7,772   (3,569 )   14,978
 
                               
Net (loss) income
  $ (28,742 )   $ (7,515 )   $ (36,257 )   $ 48,198
 
                               

     
(1) Other operating expenses, net includes transaction-related costs consisting of accounting, investment banking, legal and other costs of $20,003, $13,691, and $33,694 for the twenty-nine weeks ended January 31, 2011 (Successor), twenty-four weeks ended July 12, 2010 (Predecessor), and fifty-three weeks ended January 31, 2011 (Successor/Predecessor), respectively.

(2) The twenty-four weeks ended July 12, 2010 (Predecessor) and fifty-three weeks ended January 31, 2011 (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 fifty-three weeks ended January 31, 2011 (Successor/Predecessor).

3

CKE RESTAURANTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except shares and par values)
(Unaudited)

                 
    Successor   Predecessor
    January 31, 2011   January 25, 2010
ASSETS
               
Current assets:
               
Cash and cash equivalents
  $ 42,586     $ 18,246  
Accounts receivable, net
    27,300       35,016  
Related party trade receivables
    216       5,037  
Inventories
    14,526       24,692  
Prepaid expenses
    14,062       13,723  
Assets held for sale
    196       500  
Advertising fund assets, restricted
    18,464       18,295  
Deferred income tax assets, net
    15,980       26,517  
Other current assets
    4,065       3,829  
 
               
Total current assets
    137,395       145,855  
Notes receivable, net
    172       1,075  
Property and equipment, net
    623,580       568,334  
Property and equipment under capital leases, net
    34,741       32,579  
Deferred income tax assets, net
          40,299  
Goodwill
    197,120       24,589  
Intangible assets, net
    462,733       2,317  
Other assets, net
    24,319       8,495  
 
               
Total assets
  $ 1,480,060     $ 823,543  
 
               
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
Current liabilities:
               
Current portion of bank indebtedness and other long-term debt
  $ 29     $ 12,262  
Current portion of capital lease obligations
    7,441       7,445  
Accounts payable
    41,442       65,656  
Advertising fund liabilities
    18,464       18,295  
Other current liabilities
    79,520       95,605  
 
               
Total current liabilities
    146,896       199,263  
Bank indebtedness and other long-term debt, less current portion
    589,987       266,202  
Capital lease obligations, less current portion
    41,198       43,099  
Deferred income tax liabilities, net
    164,847        
Other long-term liabilities
    113,215       78,804  
 
               
Total liabilities
    1,056,143       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 25, 2010
          553  
Successor: Common stock, $0.01 par value; 100 shares authorized, issued and outstanding as of January 31, 2011
           
Additional paid-in capital
    452,659       282,904  
Accumulated deficit
    (28,742 )     (47,282 )
 
               
Total stockholders’ equity
    423,917       236,175  
 
               
Total liabilities and stockholders’ equity
  $ 1,480,060     $ 823,543  
 
               

4

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) income or income (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) income, or income (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.

5

                                         
 CKE RESTAURANTS, INC.
 ADJUSTED EBITDA AND ADJUSTED EBITDAR
 (in thousands)
 (Unaudited)
                                     
                     Successor/        
     Successor    Predecessor   Predecessor    Predecessor    Successor
                                     Estimated
     Thirteen    Twelve    Fifty-Three    Fifty-Two   Impact of
    Weeks Ended   Weeks Ended   Weeks Ended   Weeks Ended   One Week Ended
                                     January
     January    January 25,    January 31,    January 25,   31, 2011
    31, 2011   2010   2011   2010   (7)
Net (loss) income
  $ (5,600 )   $ 15,396   $ (36,257 )   $ 48,198   $ (1,000 )
 
                                   
Interest expense
  19,650   4,420   52,306   19,254   1,000
Income tax (benefit) expense
  (2,715 )   (7,482 )   (3,569 )   14,978  
Depreciation and amortization
  18,634   16,747   76,620   71,064   1,000
Facility action charges, net
  590   1,673   2,087   4,695  
Gain on sale of distribution center assets
      (3,442 )    
Transaction-related costs (1)
  174   823   47,977   823  
Management fees (2)
  623     1,260    
Share-based compensation expense (3)
  1,194   1,914   17,956   8,156  
Losses on asset and other disposals
  3,971   989   6,438   2,341  
Difference between U.S. GAAP rent and cash rent
  139   (849 )   2,360   989  
Cost savings (4)
    211   970   1,510  
Other, net (5)
  420   (1,073 )   241   (5,034 )   1,000
 
                                   
Adjusted EBITDA
  37,080   32,769   164,947   166,974   2,000
Net rent (6)
  12,683   11,387   49,773   46,509   1,000
Adjusted EBITDAR
  $ 49,763   $ 44,156   $ 214,720   $ 213,483   $ 3,000

     
(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) Share-based compensation expense includes $12,108 resulting from accelerated vesting of stock options and restricted stock awards in connection with the Merger for the fifty-three weeks ended January 31, 2011 and is included in general and administrative expense.
(4) Cost savings reflects pro-forma cost savings amounts expected to be realized as a 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 Company’s distribution business, which it no longer owns or operates.
(6) Represents aggregate cash rent expense of the Company less rental income from franchisees and third parties, subject to certain adjustments and exclusions.
(7) All estimates related to the impact of the additional week have been rounded to the nearest million dollars. Refer to the further discussion of management’s estimates under the heading “Estimated Impact of Additional Week” above.

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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. 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):

                 
Company-operated restaurant-level adjusted EBITDA
  Successor   Predecessor
 
               
 
  Thirteen Weeks Ended   Twelve Weeks Ended
 
               
 
  January 31, 2011   January 25, 2010
 
               
Company-operated restaurants revenue
  $ 262,705   $ 236,820
Less: restaurant operating costs
  (219,182 )   (198,446 )
Add: depreciation and amortization expense
  16,037   15,111
Less: advertising expense
  (14,753 )   (12,992 )
 
               
Company-operated restaurant-level adjusted EBITDA
  $ 44,807   $ 40,493
 
               
Company-operated restaurant-level adjusted EBITDA margin
  17.1 %   17.1 %

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Company-operated restaurant-level adjusted EBITDA
  Successor/Predecessor   Predecessor
 
               
 
  Fifty-Three Weeks Ended   Fifty-Two Weeks Ended
 
               
 
  January 31, 2011   January 25, 2010
 
               
Company-operated restaurants revenue
  $ 1,099,284     $ 1,084,474  
Less: restaurant operating costs
    (912,934 )     (883,115 )
Add: depreciation and amortization expense
    67,288       63,096  
Less: advertising expense
    (64,128 )     (64,443 )
 
               
Company-operated restaurant-level adjusted EBITDA
  $ 189,510     $ 200,012  
 
               
Company-operated restaurant-level adjusted EBITDA margin
    17.2 %     18.4 %

8