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) |
Registrants 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
|
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|
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Name: Theodore Abajian | ||||
Title: Executive Vice President and Chief Financial Officer |
Exhibit Index
Exhibit No. | Description | |
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99.1
|
Press release, dated April 14, 2011, issued by CKE Restaurants, Inc. |
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 Companys 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 Companys 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. Hardees® same-store sales increased 5.7%, and Carls Jr.® same-store sales declined 0.4%.
Fiscal 2011 blended same-store sales declined 0.8%. Hardees same-store sales increased 4.4%, and Carls Jr. same-store sales declined 4.8%.
Q4 | Fiscal Year | |||||||
Brand | FY11 | FY10 | FY11 | FY10 | ||||
Carls Jr.
|
-0.4% | -8.7% | -4.8% | -6.2% | ||||
Hardees
|
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 Carls Jr. and Hardees were $1,375,000 and $1,054,000, respectively.
To date, the Companys 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 Carls 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 Carls 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.
Hardees continued to generate strong same-store sales results during the fourth quarter. Including period 13, Hardees has now had twelve consecutive periods of positive same-store sales. Carls 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 Hardees 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 Carls 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 Carls 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 Companys system-wide restaurant portfolio consisted of:
Carls Jr. | Hardees | 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 Companys 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 Companys 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 Companys financial condition and results of operations as well as the Companys expected capital expenditures, which are based on managements 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 Companys control and which may cause results to differ materially from expectations. Factors that could cause the Companys results to differ materially from those described include, but are not limited to, the Companys ability to compete with other restaurants, 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 Companys key suppliers to continue to deliver premium-quality products to the Company at moderate prices; the Companys ability to successfully enter new markets, complete construction of new restaurants and complete remodels of existing restaurants; changes in general economic conditions and the geographic concentration of the Companys restaurants, which may affect the Companys business; the Companys ability to attract and retain key personnel; the Companys franchisees willingness to participate in the Companys strategy; the operational and financial success of the Companys franchisees; the willingness of the Companys 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 medias reports regarding food-borne illnesses, food tampering and other health-related issues on the Companys reputation and its ability to procure or sell food products; the seasonality of the Companys operations; the effect of increasing labor costs including healthcare related costs; the Companys ability to comply with existing and future health, employment, environmental and other government regulations; the Companys ability to adequately protect its intellectual property; the potentially conflicting interests of the Companys sole stockholder and the Companys creditors, the Companys substantial leverage which could limit its ability to raise capital, react to economic changes or meet obligations under its indebtedness; the effect of restrictive covenants in the Companys indenture and credit facility on the Companys business; and other factors as discussed in the Companys filings with the 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
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.
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).
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 | ||||
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 Companys 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 Companys 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 managements evaluation of the Companys 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 Companys 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 Companys U.S. GAAP results to provide a more complete understanding of the factors and trends affecting the Companys 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 Companys 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 Companys working capital requirements; |
| Adjusted EBITDA and Adjusted EBITDAR do not reflect the cash necessary to make payments of interest or principal on the Companys indebtedness; and |
| Adjusted EBITDAR does not reflect the cash necessary to make payments of rent under the Companys 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.
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 Companys 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 managements estimates under the
heading Estimated Impact of Additional Week above.
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 Companys 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 Companys 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 Companys 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 Companys 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 | % |
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 | % |