Archive for September, 2010

Denny’s Corporation (NASDAQ: DENN) today announced it has secured a $300 million credit facility that is comprised of a $50 million five year senior secured revolver and a $250 million six year senior secured term loan in connection with the amendment and restatement of Denny’s existing senior secured credit facilities. The new credit facility provides the Company with increased financial flexibility while extending the maturities until 2015 and 2016.

“The closing of this amended and restated facility substantially increases our financial flexibility through the relaxing of restrictive covenants and an ability to return value to stockholders over time through debt reduction and additional measures. The amended and restated facility is a testament to the progress we have made over the years to position our Company in a much more advantageous position both financially and as a leader in the industry,” commented Debra Smithart-Oglesby, Interim Chief Executive Officer and Board Chair. “This facility will help us continue to execute on our strategy of gaining market share and improving our operating performance over time.”

Borrowings for the term loan will bear interest at a rate set at LIBOR plus 475 basis points, with a LIBOR floor of 1.75%. The loan was issued at 98.5%, reflecting an Original Issue Discount. The credit facility includes an accordion feature that would allow the Company to increase the size of the facility to $325 million.

A portion of the proceeds of the term loans are being used to repurchase or redeem the $175 million aggregate principal amount of 10% Senior Notes due 2012 issued by Denny’s Holdings, Inc. a wholly-owned subsidiary of Denny’s Corporation and guaranteed by Denny’s Corporation (the “Notes”) (CUSIP No. 24869QAB8). Denny’s Holdings had previously announced an offer to purchase for cash (the “Tender Offer”) any and all of its Notes and that an aggregate of $125,266,000 principal amount of its Notes that had been validly tendered and not validly withdrawn prior to September 22, 2010, at 5:00 p.m., New York City time (the “Consent Date”).

Denny’s Holdings has now paid $1,002.50 (the “Total Consideration”) for each $1,000 principal amount of the Notes validly tendered on or prior to the Consent Date, which included a consent payment of $10.00 per $1,000 principal amount of Notes, plus accrued and unpaid interest on the purchased Notes up to, but not including, September 30, 2010. The Tender Offer is scheduled to expire at 11:59 p.m., New York City time, on October 6, 2010 (the “Expiration Time”), unless extended. Any Notes tendered after 5:00 p.m., New York City time, on September 22, 2010 may not be withdrawn unless required by law. The “Tender Offer Consideration” for each $1,000 principal amount of the Notes validly tendered after the Consent Date and on or before the Expiration Time and accepted for purchase will be $992.50. The terms and conditions of the Tender Offer are set forth in the Offer to Purchase and Consent Solicitation Statement dated September 9, 2010 (the “Offer to Purchase”) and the related Consent and Letter of Transmittal (the “Letter of Transmittal”).

Additionally, the Supplemental Indenture (the “Supplemental Indenture”) dated as of September 22, 2010 among Denny’s Holdings, Denny’s Corporation, and U.S. Bank National Association, as trustee (the “Trustee”), that amends and supplements the Indenture dated as of October 5, 2004 (the “Indenture”) among Denny’s Holdings, Denny’s Corporation and the Trustee has now become operative and substantially all of the restrictive covenants and certain events of default contained in the Indenture have been eliminated.

On October 1, 2010, Denny’s intends to give a notice of redemption pursuant to the Indenture providing that it will redeem all Notes not purchased in the Tender Offer at a redemption price of 100% of the principal amount thereof, plus accrued and unpaid interest to, but not including, the redemption date.

This press release is neither an offer to purchase, nor a solicitation for acceptance of an offer to sell, the Notes. Denny’s Holdings is making the Tender Offer only by, and pursuant to the terms of, the Offer to Purchase and the related Letter of Transmittal. The complete terms and conditions of the Offer are set forth in the Offer to Purchase and the Letter of Transmittal that were sent to holders of Notes. Holders are urged to read these documents carefully. Copies of the Offer to Purchase and Letter of the Transmittal may be obtained from the Information Agent for the Tender Offer, Global Bondholder Services Corporation, at 866-952-2200 (US toll-free) and 212-430-3774 (collect). This press release does not constitute a notice of redemption or an obligation to issue a notice of redemption.

BofA Merrill Lynch and Wells Fargo Securities are acting as exclusive Dealer Managers and Solicitation Agents for the Tender Offer. Questions regarding the Tender Offer may be directed to BofA Merrill Lynch at 888-292-0070 (toll-free) and 646-855-3401 (collect) and Wells Fargo Securities at 866-309-6316 (toll-free) and 704-715-8341 (collect).

The Tender Offer is not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Tender Offer to be made by a licensed broker or dealer, the Tender Offer will be deemed to be made on behalf of Denny’s Holdings by the dealer manager, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

About Denny’s

Denny’s is one of America’s largest full-service family restaurant chains, currently operating 1,600 franchised, licensed, and Company-owned restaurants across the United States, Canada, Costa Rica, Mexico, Guam, Puerto Rico and New Zealand. For further information on Denny’s, including news releases, links to SEC filings and other financial information, please visit the Denny’s investor relations website.

Forward Looking Statements

Denny’s Corporation (the “Company”) urges caution in considering its current trends and any outlook on earnings disclosed in this press release. In addition, certain matters discussed may constitute forward-looking statements. These forward-looking statements involve risks, uncertainties, and other factors that may cause the actual performance of the Company, its subsidiaries and underlying restaurants to be materially different from the performance indicated or implied by such statements. Words such as “expects”, “anticipates”, “believes”, “intends”, “plans”, “hopes”, and variations of such words and similar expressions are intended to identify such forward-looking statements. Except as may be required by law, the Company expressly disclaims any obligation to update these forward-looking statements to reflect events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events. Factors that could cause actual performance to differ materially from the performance indicated by these forward-looking statements include, among others: the competitive pressures from within the restaurant industry; the level of success of the Company’s operating initiatives, advertising and promotional efforts; adverse publicity; changes in business strategy or development plans; terms and availability of capital; regional weather conditions; overall changes in the general economy, particularly at the retail level; and other factors from time to time set forth in the Company’s Securities and Exchange Commission reports and other filings, including but not limited to the discussion in Management’s Discussion and Analysis and the risks identified in Item 1A. Risk Factors contained in the Company’s Annual Report on Form 10-K for the year ended December 30, 2009 (and in the Company’s subsequent quarterly reports on Form 10-Q).

Benihana Inc. (NASDAQ: BNHNA; BNHN), operator of the nation’s largest chain of Japanese theme and sushi restaurants, today announced the results of its Annual Meeting of Stockholders, which was held yesterday at The Westin Hotel in Fort Lauderdale, Florida.

  • Lewis Jaffe and Darwin C. Dornbush were elected as Class I Common Stock directors and will each serve a one-year term. Mr. Dornbush also stepped down as Chairman of the Board of Directors.
  • Richard C. Stockinger, Chief Executive Officer and President, and Michael W. Kata, were elected as Class III Common Stock directors and will each serve a three-year term. Mr. Stockinger was also elected Chairman of the Board of Directors, replacing Mr. Dornbush.
  • Adam L. Gray was elected as a Class III Class A Stock director and will serve a three year term.
  • Deloitte & Touche LLP was ratified as the Company’s independent registered public accounting firm for fiscal year 2011.

Richard Stockinger, Chairman of the Board of Directors, Chief Executive Officer, and President, said, “We thank our stockholders for their support and confidence in voting for the nominees proposed by the Board of Directors and welcome Michael W. Kata and Adam L. Gray as new directors. The entire leadership team looks forward to working together on the ongoing Renewal Program, strengthening our financial condition, and maximizing value for the benefit of all stockholders through our recently announced sales process.”

Mr. Stockinger concluded, “We would also like to recognize and thank Darwin C. Dornbush for his many years of service to the Company. Although Darwin has retired from his chairmanship position, we are fortunate that we will continue benefiting from this expertise as a member of the Board of Directors.”

Mr. Stockinger’s presentation at the Annual Meeting of Stockholders can be found on the investor relations portion of the Company’s website at www.benihana.com

About Benihana

Benihana Inc. (NASDAQ: BNHNA; BNHN) operates 97 restaurants nationwide, including 63 Benihana Teppanyaki restaurants, nine Haru sushi restaurants, and 25 RA Sushi Bar restaurants. In addition, 20 franchised Benihana Teppanyaki restaurants are operating in the U.S., Latin America and the Caribbean.

To learn more about the Company and its three Japanese theme and sushi restaurant concepts, please view the corporate video at www.benihana.com/about/video

CKE Restaurants, Inc. announced today its second fiscal quarter results and the filing of its Report on Form 10-Q with the Securities and Exchange Commission (“SEC”) for the twelve weeks ended August 9, 2010.

As previously reported, on July 12, 2010, Columbia Lake Acquisition Holdings, Inc., an affiliate of Apollo Management VII, L.P., acquired all of the outstanding shares of the Company (the “Acquisition”). The accompanying condensed consolidated statements of operations and related information present the Company’s results of operations during the second fiscal quarter for both the period preceding the Acquisition (the “Predecessor” period) and the period succeeding the Acquisition (the “Successor” period). The discussion below compares the results of operations of the combined Successor and Predecessor entities for the twelve weeks ended August 9, 2010 to the results of the Predecessor entity for the twelve weeks ended August 10, 2009. This discussion does not comply with generally accepted accounting principles; however, the Company believes that it provides a more meaningful method of comparison.

Second Fiscal Quarter Results

The Company reported total revenue of $313.9 million for the fiscal 2011 second quarter, a decrease of $22.1 million, or 6.6% compared to the fiscal 2010 second quarter. The decrease was primarily attributable to the sale of the Carl’s Jr.® distribution business on July 2, 2010. Total revenue, excluding Carl’s Jr. distribution center revenue, decreased 0.9%.

Blended same-store sales decreased 1.1% in the fiscal 2011 second quarter. Hardee’s® same-store sales increased 6.8% and Carl’s Jr. same-store sales declined 7.4%. To date, the Company’s third quarter blended same-store sales trend is slightly positive.

      Q2     Year-to-date
Brand     FY11   FY10     FY11   FY10
Carl’s Jr.     -7.4 %   -6.1 %     -6.6 %   -5.6 %
Hardee’s     6.8 %   -2.7 %     2.2 %   0.2 %
Blended     -1.1 %   -4.6 %     -2.7 %   -3.1 %
                             

“While the weak U.S. economic environment, particularly the ongoing high unemployment rate among our core target audience of young men, continued to impact same-store sales at Carl’s Jr., we experienced a significant improvement in same-store sales at Hardee’s. Through period 7, the last period of our second quarter, Hardee’s has now had six consecutive periods of positive same-store sales. We have maintained market share and our restaurant adjusted EBITDA margins remain strong at both brands,” said Andrew F. Puzder, chief executive officer of CKE Restaurants. “We remain focused on maintaining our premium-quality brands and improving same-store sales with innovative products and cutting edge advertising that focuses on the taste, quality, and value of our products.”

Company-operated restaurant-level adjusted EBITDA margin decreased 120 basis points, primarily due to a 100 basis point increase in food and packaging costs as a result of higher commodity costs for beef, cheese, potatoes, and pork. Labor increased 70 basis points, primarily due to the impact of sales deleveraging at Carl’s Jr. restaurants. These cost increases were partially offset by a 50 basis point decrease in occupancy and other expense, resulting from lower repair and maintenance expense and reductions in other operating expenses. The Company defines company-operated restaurant-level adjusted EBITDA margin as company-operated restaurant-level adjusted EBITDA divided by company-operated restaurants revenue. Company-operated restaurant-level adjusted EBITDA is company-operated restaurants revenue less restaurant operating costs, plus depreciation and amortization expense, less advertising expenses, and excludes general and administrative expenses and facility action charges.

General and administrative expense for the second quarter of fiscal 2011 increased $8.7 million from the prior year quarter, primarily due to a $10.9 million increase in share-based compensation expense mainly related to the accelerated vesting of stock options and restricted stock awards in connection with the Acquisition, partially offset by a reduction in other general and administrative expenses.

For the quarter, other operating expenses, net includes $26.8 million in transaction-related costs. These charges are partially offset by a $3.4 million gain related to the sale of the Carl’s Jr. distribution centers.

Based on definitions in the Company’s credit facility and indenture agreement, share-based compensation expense, transaction-related costs and the gain on the sale of the distribution center do not affect Adjusted EBITDA.

Adjusted EBITDA was $42.2 million in the second quarter of fiscal 2011 compared to $43.3 million in the same quarter of the prior year. A discussion of Adjusted EBITDA and a reconciliation of net income (loss) to Adjusted EBITDA accompany the schedule of Adjusted EBITDA included below.

At August 9, 2010, cash and cash equivalents were $31.0 million and the Company had $65.1 million available under its credit facility.

Capital expenditures for the twenty-eight weeks ended August 9, 2010 were $38.4 million, of which $22.8 million related to new store openings, dual-branding, and remodeling projects. Capital expenditures for the twenty-eight weeks ended August 10, 2009 were $57.7 million.

Unit Count by Brand as of August 9, 2010
    Carl’s Jr.   Hardee’s   Total
Company-operated   423   472   895
Domestic Franchised   673   1,222   1,895
Total Domestic   1,096   1,694   2,790
International Licensed   143   204   347
Total Franchised and Licensed   816   1,426   2,242
Total   1,239   1,898   3,137
             

Conference Call Information

The Company will host its second quarter conference call on September 29, 2010, at 10:00 a.m. (PDT). The call-in number is (617) 213-8841. The access code is 52683921. You may also access the conference call 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 its second quarter of fiscal 2011, CKE, through its subsidiaries, had a total of 3,149 franchised, licensed or company-operated restaurants in 42 states and in 18 countries, including 1,239 Carl’s Jr. Restaurants and 1,898 Hardee’s restaurants. For more information about CKE, please visit www.ckr.com.

Forward-looking Statements:

Matters discussed in this press release contain forward-looking statements relating to the Company’s strategies to maintain its brand and improve same-store sales, which are based on management’s current beliefs and assumptions. Such statements are subject to risks and uncertainties that are often difficult to predict and beyond the Company’s control. 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, delicatessens, supermarkets and convenience stores for customers, employees, restaurant locations and franchisees; changes in consumer preferences, perceptions and spending patterns; 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 remodels of existing restaurants and complete construction of new 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 Company’s ability to expand into international markets and the risks associated with operating in international locations; changes in the price or availability of commodities; 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 Company’s ability to hire and retain qualified personnel; the effect of increasing labor costs including healthcare related costs; increased insurance and/or self-insurance costs; the Company’s ability to comply with existing and future health, employment, environmental and other government regulations; 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 Securities and Exchange Commission.

CKE RESTAURANTS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE TWELVE WEEKS ENDED AUGUST 9, 2010 AND AUGUST 10, 2009
(In thousands)
(Unaudited)
 
    Successor   Predecessor   Successor/ Predecessor   Predecessor
  Four Weeks Ended   Eight Weeks Ended   Twelve Weeks Ended   Twelve Weeks Ended
  9-Aug-10   12-Jul-10   9-Aug-10   10-Aug-09
Revenue:                
Company-operated restaurants   $85,951     $169,526     $255,477     $257,794  
Franchised and licensed restaurants and other   10,990     47,408     58,398     78,173  
Total revenue   96,941     216,934     313,875     335,967  
Operating costs and expenses:                
Restaurant operating costs:                
Food and packaging   25,309     50,608     75,917     73,899  
Payroll and other employee benefits   24,348     49,081     73,429     72,387  
Occupancy and other   20,148     39,685     59,833     61,750  
Total restaurant operating costs   69,805     139,374     209,179     208,036  
Franchised and licensed restaurants and other   5,206     35,322     40,528     58,333  
Advertising   4,848     9,830     14,678     15,005  
General and administrative   19,656     20,063     39,719     30,971  
Facility action charges, net   137     (273 )   (136 )   1,454  
Other operating expenses, net (1,2)   19,661     3,681     23,342      
Total operating costs and expenses   119,313     207,997     327,310     313,799  
Operating (loss) income   (22,372 )   8,937     (13,435 )   22,168  
Interest expense   (5,856 )   (3,592 )   (9,448 )   (2,060 )
Other income, net   144     274     418     425  
(Loss) income before income taxes   (28,084 )   5,619     (22,465 )   20,533  
Income tax (benefit) expense   (5,437 )   10,041     4,604     8,283  
Net (loss) income   $(22,647 )   $(4,422 )   $(27,069 )   $12,250  
                 
(1) Other operating expenses, net includes transaction-related costs consisting of accounting, investment banking, legal, and other costs of $19,661, $7,123, and $26,784 for the four weeks ended August 9, 2010 (Successor), eight weeks ended July 12, 2010 (Predecessor), and twelve weeks ended August 9, 2010 (Successor/Predecessor), respectively.
 
(2) The eight weeks ended July 12, 2010 (Predecessor) and twelve weeks ended August 9, 2010 (Successor/Predecessor) also include a $3,442 gain on the sale of the distribution center assets.
 
CKE RESTAURANTS, INC.  
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS  
FOR THE TWENTY-EIGHT WEEKS ENDED AUGUST 9, 2010 AND AUGUST 10, 2009  
(In thousands)  
(Unaudited)  
   
  Successor   Predecessor   Successor/ Predecessor   Predecessor  
Four Weeks Ended   Twenty-Four Weeks Ended   Twenty-Eight Weeks Ended   Twenty-Eight Weeks Ended  
9-Aug-10   12-Jul-10   9-Aug-10   10-Aug-09  
Revenue:                
Company-operated restaurants $85,951     $500,531     $586,482     $600,958    
Franchised and licensed restaurants and other 10,990     151,588     162,578     181,813    
Total revenue 96,941     652,119     749,060     782,771    
Operating costs and expenses:                
Restaurant operating costs:                
Food and packaging 25,309     148,992     174,301     172,401    
Payroll and other employee benefits 24,348     147,187     171,535     169,756    
Occupancy and other 20,148     119,076     139,224     140,587    
Total restaurant operating costs 69,805     415,255     485,060     482,744    
Franchised and licensed restaurants and other 5,206     115,089     120,295     137,826    
Advertising 4,848     29,647     34,495     35,772    
General and administrative 19,656     58,806     78,462     72,084    
Facility action charges, net 137     590     727     2,502    
Other operating expenses, net (1,2) 19,661     10,249     29,910        
Total operating costs and expenses 119,313     629,636     748,949     730,928    
Operating (loss) income (22,372 )   22,483     111     51,843    
Interest expense (5,856 )   (8,617 )   (14,473 )   (8,404 )  
Other income (expense), net (3) 144     (13,609 )   (13,465 )   1,287    
(Loss) income before income taxes (28,084 )   257     (27,827 )   44,726    
Income tax (benefit) expense (5,437 )   7,772     2,335     18,081    
Net (loss) income $(22,647 )   $(7,515 )   $(30,162 )   $26,645    
                 
(1) Other operating expenses, net includes transaction-related costs consisting of accounting, investment banking, legal, and other costs of $19,661, $13,691, and $33,352 for the four weeks ended August 9, 2010 (Successor), twenty-four weeks ended July 12, 2010 (Predecessor), and twenty-eight weeks ended August 9, 2010 (Successor/Predecessor), respectively.
 
(2) The twenty-four weeks ended July 12, 2010 (Predecessor) and twenty-eight weeks ended August 9, 2010 (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 twenty-eight weeks ended August 9, 2010 (Successor/Predecessor).
 
CKE RESTAURANTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except shares and par values)
(Unaudited)
         
  Successor     Predecessor
  August 9, 2010     January 31, 2010
ASSETS        
Current assets:        
Cash and cash equivalents $31,009       $18,246  
Accounts receivable, net of allowance for doubtful accounts of $9 as of August 9, 2010 and $358 as of January 31, 2010 33,478       35,016  
Related party trade receivables       5,037  
Inventories, net 14,095       24,692  
Prepaid expenses 12,180       13,723  
Assets held for sale 572       500  
Advertising fund assets, restricted 16,681       18,295  
Deferred income tax assets, net 17,488       26,517  
Other current assets 4,012       3,829  
Total current assets 129,515       145,855  
Notes receivable, net of allowance for doubtful accounts of $0 as of August 9, 2010 and $379 as of January 31, 2010 902       1,075  
Property and equipment, net of accumulated depreciation and amortization of $3,974 as of August 9, 2010 and $445,033 as of January 31, 2010 643,400       568,334  
Property under capital leases, net of accumulated amortization of $439 as of August 9, 2010 and $46,090 as of January 31, 2010 33,169       32,579  
Deferred income tax assets, net       40,299  
Goodwill 188,194       24,589  
Intangible assets, net 443,003       2,317  
Other assets, net 22,684       8,495  
Total assets $1,460,867       $823,543  
         
LIABILITIES AND STOCKHOLDERS’ EQUITY        
Current liabilities:        
Current portion of bank indebtedness and other long-term debt $28       $12,262  
Current portion of capital lease obligations 5,284       7,445  
Accounts payable 40,391       65,656  
Advertising fund liabilities 16,681       18,295  
Other current liabilities 83,459       95,605  
Total current liabilities 145,843       199,263  
Bank indebtedness and other long-term debt, less current portion 589,567       266,202  
Capital lease obligations, less current portion 33,331       43,099  
Deferred income tax liabilities, net 179,648        
Other long-term liabilities 84,951       78,804  
Total liabilities 1,033,340       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 31, 2010       553  
Successor: Common stock, $0.01 par value; 100 shares authorized, issued and outstanding as of August 9, 2010        
Additional paid-in capital 450,174       282,904  
Accumulated deficit (22,647 )     (47,282 )
Total stockholders’ equity 427,527       236,175  
Total liabilities and stockholders’ equity $1,460,867       $823,543  
             

Net income (loss) reconciliation to Adjusted EBITDA

Adjusted EBITDA represents net income (loss) before provision for 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, and certain non-cash and unusual items. Management uses Adjusted EBITDA as an important tool to assess operating performance. Management considers Adjusted EBITDA to be a useful measure in highlighting trends in the Company’s business and in analyzing the profitability of similar enterprises. Management believes that Adjusted EBITDA is effective, when used in conjunction with net income (loss), in evaluating asset performance, and differentiating efficient operators in the industry. Furthermore, management believes that Adjusted EBITDA provides useful information to potential investors and analysts because it provides insight into management’s evaluation of the Company’s results of operations. The calculation of Adjusted EBITDA may not be consistent with “EBITDA” for the purpose of the covenants in the agreements governing the Company’s indebtedness.

Adjusted EBITDA is not a measure of financial performance under U.S. GAAP, is not intended to represent cash flow from operations under U.S. GAAP and should not be used as an alternative to net income (loss) as an indicator of operating performance or to cash flow from operating, investing or financing activities as a measure of liquidity. Management compensates for the limitations of using Adjusted EBITDA by using it 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 has its limitations as an analytical tool, and you should not consider it 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 are:

  • Adjusted EBITDA does 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 does not reflect the cash requirements for such replacements;
  • Adjusted EBITDA does not reflect changes in, or cash requirements for, the Company’s working capital requirements; and
  • Adjusted EBITDA does not reflect the cash necessary to make payments of interest or principal on the Company’s indebtedness.

While Adjusted EBITDA is frequently used as a measure of operations and the ability to meet indebtedness service requirements, it is not necessarily comparable to other similarly titled captions of other companies due to potential inconsistencies in the method of calculation.

While management believes that this measure provides useful information to investors, the SEC may require that Adjusted EBITDA be presented differently or not at all in future filings the Company will make with the SEC.

CKE RESTAURANTS, INC.
ADJUSTED EBITDA
FOR THE FIFTY-TWO WEEKS ENDED MAY 17, 2010
THE TWELVE WEEKS ENDED AUGUST 9, 2010 AND AUGUST 10, 2009
AND THE FIFTY-TWO WEEKS ENDED AUGUST 9, 2010
(In thousands)
(Unaudited)
 
  Predecessor   Successor/ Predecessor   Predecessor   Successor/ Predecessor
  Fifty-two Weeks Ended   Twelve Weeks Ended   Twelve Weeks Ended   Fifty-two Weeks Ended
  17-May-10   9-Aug-10   10-Aug-09   9-Aug-10
               
Net income (loss) $30,710     $(27,069 )   $12,250     $(8,609 )
               
Interest expense 17,935     9,448     2,060     25,323  
                       
Income tax expense (benefit) 2,911     4,604     8,283     (768 )
                       
Depreciation and amortization 72,410     16,011     16,514     71,907  
                       
Facility action charges, net 4,510     (136 )   1,454     2,920  
                       
Gain on sale of distribution center assets -     (3,442 )   -     (3,442 )
                       
Transaction-related costs(1) 21,674     26,784     -     48,458  
                       
Management fees(2) -     62     -     62  
                       
Share-based compensation expense(3) 8,491     13,284     2,390     19,385  
                       
Losses on asset and other disposals 3,171     1,119     385     3,905  
                       
Difference between U.S. GAAP rent and cash rent 752     467     927     292  
                       
Cost savings(4) 1,332     282     211     1,403  
                       
Other, net(5) (4,796 )   831     (1,174 )   (2,791 )
               
Adjusted EBITDA $159,100     $42,245     $43,300     $158,045  
               
 
(1) Transaction-related costs include investment banking, legal, and other costs related to the Acquisition, as well as costs related to the termination of a prior merger agreement.
 
(2) Management fees are paid to Apollo Management per the management services agreement by and among the Company, Columbia Lake Acquisition Holdings, Inc. and Apollo Management VII, L.P.
 
(3) Share-based compensation expense includes $12,108 resulting from accelerated vesting of stock options and restricted stock awards in connection with the Acquisition for both the twelve and fifty-two weeks ended August 9, 2010.
 
(4) Cost savings reflects pro-forma cost savings amounts expected to be realized as 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.

Cracker Barrel Old Country Store, Inc. (the “Company”) (Nasdaq: CBRL) today announced that its Board of Directors has increased the Company’s quarterly dividend by 10%, declaring a regular quarterly dividend of $0.22 per share, an increase from the previous quarterly dividend of $0.20 per share. The dividend is payable on November 5, 2010 to shareholders of record on October 15, 2010.

Over the last five years, Cracker Barrel has delivered a compounded annual growth rate in the quarterly dividend of 11%.

“We are pleased to demonstrate confidence in the Company’s long term performance with this 10% increase in the quarterly dividend,” said Cracker Barrel Chairman, President and Chief Executive Officer Michael A. Woodhouse. He added, “Cracker Barrel continues to deliver solid results despite the difficult economy. We have been able to do this by consistently providing the quality products, genuine hospitality and honest value that our guests expect. We are pleased with the success of our operational initiatives and their contribution to building sales and guest traffic.”

About Cracker Barrel

Cracker Barrel Old Country Store restaurants provide a friendly home-away-from-home in its old country stores and restaurants. Guests are cared for like family while relaxing and enjoying real home-style food and shopping that’s surprisingly unique, genuinely fun and reminiscent of America’s country heritage…all at a fair price. The restaurants serve up delicious, home-style country food such as meatloaf and homemade chicken n’ dumplins as well as our signature biscuits using an old family recipe. The authentic old country retail store is fun to shop and offers unique gifts and self-indulgences.

Cracker Barrel Old Country Store, Inc. (Nasdaq: CBRL) was established in 1969 in Lebanon, Tenn. and operates 595 company-owned locations in 41 states. Every Cracker Barrel unit is open seven days a week with hours Sunday through Thursday, 6 a.m. – 10 p.m., and Friday and Saturday, 6 a.m. – 11 p.m. For more information, visit: crackerbarrel.com.

Tootie Pie Company, Inc. (OTCBB: TOOT) announced that unit sales for August 2010 were up 10%, versus August, 2009.

“We are experiencing positive sales trends in all of our sales channels. This is especially encouraging as we head into the ever important upcoming holiday season, where up to 60% of our annual sales will occur,” said Don Merrill, President & CEO.

The Company had previously reported sales increases for nine months in a row in July; and August would be the tenth consecutive month of sales increase.

“Corporate sales are coming back to life. Both components of our wholesale markets are showing solid sales growth. Our third Tootie Pie Gourmet Café in Alamo Heights should provide a nice boost to our Café segment, just in time for the upcoming holiday season. It is shaping up to be a good holiday season and year for Tootie Pie Company; and the only question, I think, is just how good it will be,” added Merrill.

About Tootie Pie Co.

Tootie Pie Company bakes and sells high-quality, handmade pies through three basic sales channels: retail, corporate and wholesale. The retail segment serves individual customers through sales in its Tootie Pie Gourmet Cafés, in-store sales, orders via telephone and internet on the Company’s website. The corporate segment serves businesses that purchase pies as a way to promote their company through client and employee appreciation programs. The wholesale segment is made up of national and regional broad line grocery and foodservice distributors who purchase pies and then resell them through their respective sales distribution channels. Tootie Pie Company is a public company traded on the NASDAQ OTC market under the symbol “TOOT.” For additional information or to receive correspondence from Tootie Pie Company, please visit www.tootiepieco.com.

Forward-Looking Statements

This press release may contain forward-looking statements. The words “believe,” “expect,” “should,” “intend,” “estimate,” and “projects,” variations of such words and similar expressions identify forward-looking statements, but their absence does not mean that a statement is not a forward-looking statement. These forward-looking statements are based upon the Company’s current expectations and are subject to a number of risks, uncertainties and assumptions. The Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. Among the important factors that could cause actual results to differ significantly from those expressed or implied by such forward-looking statements are risks that are detailed in the Company’s filings, which are on file with the U.S. Securities and Exchange Commission (SEC).

Benihana Inc. (NASDAQ: BNHNA; BNHN), operator of the nation’s largest chain of Japanese theme and sushi restaurants, today announced that its Board of Directors has engaged Jefferies & Company, Inc. as its exclusive financial advisor in pursuing a sale of the Company. The Company previously announced its decision to explore strategic alternatives available to the Company, including a possible sale, in an effort to maximize shareholder value.

Richard Stockinger, President and Chief Executive Officer, said, “In July, as part of our Board’s commitment to exploring all avenues for maximizing shareholder value, we announced that we would be conducting a formal review of strategic alternatives, including a possible sale of the Company. The appointment today of Jefferies & Company, Inc. as our exclusive financial advisor is the next step in our sale process. Although there can be no assurance of any transaction at the end of the process, we expect Jefferies & Company, Inc. to leverage its significant restaurant financial advisory experience and capital markets background in assisting and advising us during the sale process.”

“At the same time, we remain focused on our operating strategies for strengthening the Company. For example, we believe our Benihana Teppanyaki Renewal Program is already delivering significant value to our guests and our shareholders. Under the Program, we implemented a comprehensive set of initiatives to restore and enhance the value of our flagship brand with a view towards creating future profitable growth for shareholders. This Program is already driving positive top-line performance, with consistent outperformance of the Benihana Teppanyaki brand against its peers in 34 of the last 36 weeks. We believe the Company is now well-positioned to gain valuable operating leverage and deliver sustainable, profitable growth going forward,” said Mr. Stockinger.

Since its rollout last fall, the Renewal Program has reinforced the Company’s pillars of quality food, entertainment and an unparalleled guest experience. The Program included a review of each element of the Benihana Teppanyaki brand, and the implementation of a number of initiatives, which resulted in significant improvements, including:

  • numerous upgrades to food quality;
  • an enhanced beverage program;
  • updated and repaired facilities;
  • a comprehensive purchasing program for increased cost efficiencies;
  • retrained staff in cooking techniques and service standards;
  • restructured and upgraded field management;
  • retention of third parties to monitor and audit store-level operations on a regular, standardized basis;
  • revamped human resources including updated job descriptions, titles, policies and incentive plans;
  • reinforced standards within our franchise system; and
  • outsourced infrastructure functions and reduced overhead.

And because the motivation behind the Renewal Program was always the guests, it is especially significant that this was accomplished without any increase in entrée menu prices.

To coincide with the Renewal Program, a number of new marketing programs were launched to enhance communication with current guests and to attract new ones. The Chef’s Table is our email program that shares upcoming specials, promotions and offers and honors each member’s birthday with a $30 gift certificate. This program has now registered 1.25 million members since April 2009. And for the younger guests, over 135,000 Kabuki Kids members under the age of 13 receive a souvenir mug when they visit any of the restaurants during the month of their birthday.

“Our entire Benihana organization is striving to improve upon our progress with the Benihana Teppanyaki concept, and extend the reach of our Renewal Program into our RA Sushi and Haru brands. By pairing the Board’s intent to pursue a sale of the Company with this effort, we are demonstrating our multi-faceted commitment to providing maximum value to shareholders,” concluded Mr. Stockinger.

The Company does not intend to disclose developments with respect to the progress of its sale process until such time as the Board has approved a transaction or otherwise deems disclosure appropriate.

On September 22, 2010, McDonald’s Board of Directors declared a quarterly cash dividend of $0.61 per share of common stock payable on December 15, 2010 to shareholders of record at the close of business on December 1, 2010.  This represents an 11% increase over the Company’s previous quarterly dividend rate and brings the fourth quarter dividend payout to approximately $650 million.

McDonald’s Chief Executive Officer Jim Skinner said, “With today’s announced dividend increase, we expect the 2010 total cash returned to shareholders to be approximately $5 billion, split between dividends and share repurchases.”

Skinner continued, “Our ongoing financial performance reflects the strength of the McDonald’s system and resilience of our Plan to Win.  We remain committed to maintaining financial discipline and enhancing shareholder value.  Our first priority is to reinvest in our business by allocating capital where we expect to drive sales and cash flow, generating strong returns.  After these investment opportunities, we expect to return all of our free cash flow to shareholders over the long term through dividends and share repurchases.  Today’s dividend increase demonstrates our confidence in the long-term strength of our Brand.”

McDonald’s has raised its dividend each and every year since paying its first dividend in 1976.  The new quarterly dividend of $0.61 per share is equivalent to $2.44 per share annually.

Denny’s Corporation (NASDAQ: DENN) today announced the early tender and consent solicitation results from the previously announced offer to purchase for cash (the “Tender Offer”) by Denny’s Holdings, Inc. (“Denny’s Holdings”), a wholly-owned subsidiary of Denny’s Corporation, for any and all of its outstanding 10% Senior Notes due 2012 (the “Notes”) (CUSIP No. 24869QAB8), which Notes are guaranteed by Denny’s Corporation, and solicitation of consents relating to the Notes. In conjunction with the Tender Offer, Denny’s Holdings, on behalf of itself and Denny’s Corporation, solicited consents (the “Consent Solicitation” and collectively with the Tender Offer, the “Offer”) to the adoption of the amendments to the Indenture (as defined below) governing the Notes and to the execution of a supplemental indenture effecting the amendments. The terms and conditions of the Offer, including, but not limited to, a Financing Condition (as defined below) for the transaction, are set forth in the Offer to Purchase and Consent Solicitation Statement dated September 9, 2010 (the “Offer to Purchase”) and the related Consent and Letter of Transmittal (the “Letter of Transmittal”).

As of September 22, 2010, at 5:00 p.m., New York City time, (the “Consent Date”) an aggregate of $125,266,000 principal amount of the Notes had been validly tendered and not validly withdrawn in the Offer. Additionally, as of the Consent Date, the Company received consents from holders of $125,266,000 or 71.58% of the outstanding Notes. The consents received as of the Consent Date was sufficient to approve the amendments to the Indenture, as described below (the “Requisite Consents”).

Having received the Requisite Consents, Denny’s Holdings, Denny’s Corporation, and U.S. Bank National Association, as trustee (the “Trustee”) entered into a Supplemental Indenture (the “Supplemental Indenture”) on September 22, 2010 that amends and supplements the Indenture dated as of October 5, 2004 (the “Indenture”), by and among Denny’s Holdings, Denny’s Corporation and the Trustee. The Supplemental Indenture will effect the amendments to the Indenture by eliminating substantially all of the restrictive covenants and certain events of default contained in the Indenture. The Supplemental Indenture was effective upon execution but the amendments in the Supplemental Indenture will only become operative and binding on the holders of the Notes when and if Denny’s Holdings accepts the Notes validly tendered in the Tender Offer on or prior to the Consent Date and when the Financing Condition (defined below) has been satisfied. If the Financing Condition is not satisfied or the Notes are not otherwise purchased, the amendments to the Indenture will not become operative and the original Indenture will remain in effect.

The “Total Consideration” for each $1,000 principal amount of the Notes validly tendered and not withdrawn on or before the Consent Date and accepted for purchase will be $1,002.50, which includes a consent payment of $10.00 per $1,000 principal amount of Notes. The “Tender Offer Consideration” for each $1,000 principal amount of the Notes validly tendered after the Consent Date and on or before the Expiration Time (as defined below) and accepted for purchase will be $992.50. In addition to the Total Consideration or Tender Offer Consideration, as the case may be, payable in respect of Notes accepted for purchase, holders will receive accrued and unpaid interest on their purchased Notes up to, but not including, the date of payment for purchased Notes. The Offer is scheduled to expire at 11:59 p.m., New York City time, on October 6, 2010 (the “Expiration Time”), unless extended.

Any Notes tendered after 5:00 p.m., New York City time, on September 22, 2010 may not be withdrawn unless required by law. In addition, we may, in our discretion, extend the Expiration Time for any other reason.

Denny’s Holdings expects to make payments with respect to any Notes tendered and not withdrawn on or prior to the Consent Date on the initial settlement date (“Initial Settlement Date”), which is expected to be on or about September 30, 2010, assuming the conditions specified in the Offer to Purchase, including the Financing Condition, are satisfied. Denny’s Holdings expects to make payments with respect to any Notes tendered after the Consent Date on the final settlement date, which is expected to be promptly following the Expiration Time.

The Offer is part of a larger refinancing of the Company’s outstanding indebtedness. The Company intends to enter into a new senior secured credit facility (the “New Credit Facility”), which it expects to be for an aggregate of approximately $300 million, of which approximately $250 million is expected to be a six-year term loan facility and $50 million is expected to be a five-year revolving credit facility, which will also be available for the issuance of letters of credit. The “Financing Condition” means that the New Credit Facility has been consummated on such terms and conditions as may be satisfactory to Denny’s Holdings and Denny’s Corporation, in their sole discretion.

Beginning October 1, 2010, the Notes will be redeemable at a redemption price of 100% of the principal amount thereof, plus accrued and unpaid interest to, but not including, the redemption date. Upon satisfaction of the Financing Condition and the purchase of tendered Notes pursuant to the Offer on the Initial Settlement Date, Denny’s Holdings intends to give a notice of redemption pursuant to the Indenture providing that it will redeem all Notes not purchased in the Offer at a redemption price of 100% of the principal amount thereof, plus accrued and unpaid interest to, but not including, the redemption date.

This press release is neither an offer to purchase, nor a solicitation for acceptance of an offer to sell, the Notes. Denny’s Holdings is making the Offer only by, and pursuant to the terms of, the Offer to Purchase and the related Letter of Transmittal. The complete terms and conditions of the Offer are set forth in the Offer to Purchase and the Letter of Transmittal that were sent to holders of Notes. Holders are urged to read these documents carefully. Copies of the Offer to Purchase and Letter of the Transmittal may be obtained from the Information Agent for the Offer, Global Bondholder Services Corporation, at 866-952-2200 (US toll-free) and 212-430-3774 (collect).

BofA Merrill Lynch and Wells Fargo Securities are acting as exclusive Dealer Managers and Solicitation Agents for the Offer. Questions regarding the Offer may be directed to BofA Merrill Lynch at 888-292-0070 (toll-free) and 646-855-3401 (collect) and Wells Fargo Securities at 866-309-6316 (toll-free) and 704-715-8341 (collect).

The Offer is not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Offer to be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of Denny’s Holdings by the dealer manager, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

About Denny’s

Denny’s is one of America’s largest full-service family restaurant chains, currently operating 1,600 franchised, licensed, and Company-owned restaurants across the United States, Canada, Costa Rica, Mexico, Guam, Puerto Rico and New Zealand. For further information on Denny’s, including news releases, links to SEC filings and other financial information, please visit the Denny’s investor relations website.

Forward Looking Statements

Denny’s Corporation (the “Company”) urges caution in considering its current trends and any outlook on earnings disclosed in this press release. In addition, certain matters discussed may constitute forward-looking statements. These forward-looking statements involve risks, uncertainties, and other factors that may cause the actual performance of the Company, its subsidiaries and underlying restaurants to be materially different from the performance indicated or implied by such statements. Words such as “expects”, “anticipates”, “believes”, “intends”, “plans”, “hopes”, and variations of such words and similar expressions are intended to identify such forward-looking statements. Except as may be required by law, the Company expressly disclaims any obligation to update these forward-looking statements to reflect events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events. Factors that could cause actual performance to differ materially from the performance indicated by these forward-looking statements include, among others: our ability to enter into the New Credit Facility, including the terms of and the aggregate amount available under the New Credit Facility, complete our refinancing transactions, as well as the timing of such transactions, the competitive pressures from within the restaurant industry; the level of success of the Company’s operating initiatives, advertising and promotional efforts; adverse publicity; changes in business strategy or development plans; terms and availability of capital; regional weather conditions; overall changes in the general economy, particularly at the retail level; and other factors from time to time set forth in the Company’s Securities and Exchange Commission reports and other filings, including but not limited to the discussion in Management’s Discussion and Analysis and the risks identified in Item 1A. Risk Factors contained in the Company’s Annual Report on Form 10-K for the year ended December 30, 2009 (and in the Company’s subsequent quarterly reports on Form 10-Q).

DineEquity, Inc. (NYSE: DIN), the parent company of Applebee’s Neighborhood Grill & Bar and IHOP Restaurants, today provided a preview of its quarter-to-date same-restaurant sales performance results for the third quarter 2010. The Company also provided an update on its progress toward meeting key financial performance expectations for the full year 2010.

Same-Restaurant Sales Performance

As of September 19, 2010, Applebee’s domestic system-wide same-restaurant sales increased 2.7% for the first eleven weeks of the third quarter 2010 compared to the same period in 2009. Applebee’s attributes the improvement primarily to its ongoing marketing, operations and menu revitalization efforts which were further enhanced during the quarter by the promotion of Sizzling Skillets entrees starting at $8.99 and the introduction of an updated system-wide menu. As of September 19, 2010, Applebee’s domestic system-wide same-restaurant sales decreased 0.8% on a year-to-date basis compared to the same period in 2009.

As of September 19, 2010, domestic franchise same-restaurant sales increased 3.2% and company-operated Applebee’s same-restaurant sales increased 0.7% for the first eleven weeks of the third quarter 2010 compared to the same period in 2009. Results at company-operated restaurants reflected a higher average guest check offset by a decline in guest traffic. Effective pricing at Company restaurants for the first eleven weeks of the quarter increased 1.2%. As of September 19, 2010, domestic franchise same-restaurant sales decreased 0.5% and company-operated Applebee’s same-restaurant sales decreased 2.0% on a year-to-date basis compared to the same period in 2009.

As of September 19, 2010, IHOP’s domestic system-wide same-restaurant sales increased 0.3% for the first eleven weeks of the third quarter 2010 compared to the same period in 2009. IHOP attributes the improvement primarily to its marketing efforts which included the limited-time offer Minion Madness, a promotional tie-in with the animated feature film Despicable Me, and IHOP’s Kids Eat Free dinner promotion during the month of August. Quarter-to-date, IHOP’s same-restaurant sales results reflected a higher average guest check offset by a decline in guest traffic. As of September 19, 2010, IHOP’s domestic system-wide same-restaurant sales decreased 0.4% on a year-to-date basis compared to the same period in 2009.

2010 Financial Performance Guidance

DineEquity provided the following update to its key financial performance guidance for fiscal 2010:

  • Revised consolidated G&A expense expectations to range between $159 million and $161 million primarily as the result of a stock based compensation charge to be taken in the third quarter 2010 associated with the departure of an executive. This compares to the Company’s previous expectations of $158 million to $161 million. For the full year, non-cash stock based compensation expense and depreciation is expected to be approximately $23 million.
  • Reiterated Applebee’s domestic system-wide same-restaurant sales performance expectations to range between flat and negative 3% for fiscal 2010, with Applebee’s franchisees slated to open between 25 and 30 new restaurants this year.
  • Reiterated operating margin expectations at Applebee’s company-operated restaurants to range between 13.5% and 14.5% for the full year 2010. The Company expects to experience higher labor and utilities expenses in the third quarter 2010 which should largely offset the benefit of its positive same-restaurant sales performance during the quarter.
  • Reiterated IHOP’s domestic system-wide same-restaurant sales performance expectations to range between positive 1% and negative 1% for fiscal 2010, with IHOP franchisees slated to open between 60 and 70 new restaurants this year.
  • Reiterated consolidated cash from operations to range between $135 and $145 million.
  • Reiterated corporate income tax rate to range between 35% and 36%.
  • Reiterated depreciation and amortization expectations to range between $65 million and $70 million.

DineEquity will release full third quarter 2010 financial results on Tuesday, November 2, 2010.

Based in Glendale, California, DineEquity, Inc., through its subsidiaries, franchises and operates restaurants under the Applebee’s Neighborhood Grill & Bar and IHOP brands. With nearly 3,500 restaurants combined, DineEquity is the largest full-service restaurant company in the world. For more information on DineEquity, visit the Company’s Web site located at www.dineequity.com.

Darden Restaurants, Inc. (NYSE: DRI) today reported sales and diluted net earnings per share for the fiscal first quarter ended August 29, 2010.  In the first quarter, diluted net earnings per share from continuing operations increased 19% to 80 cents, versus 67 cents in the prior year.

First quarter sales from continuing operations were $1.81 billion, compared to $1.73 billion in the prior year, a 4.2% increase.  Blended same-restaurant sales for Olive Garden, Red Lobster and LongHorn Steakhouse were up 1.1% this quarter, which compares to an estimate of 0.0% for the Knapp-Track™ benchmark of U.S. same-restaurant sales, excluding Darden.  

“We are pleased with our very strong financial performance this quarter and encouraged by the continued improvement in industry sales trends,” said Clarence Otis, Chairman and Chief Executive Officer of Darden.  ”Same-restaurant sales results for the Knapp-Track™ benchmark were one percentage point better in this quarter than in our last fiscal quarter.  And, on a blended basis, our three core brands once again exceeded the industry average. Though it’s improving, the environment remains challenging.  With our competitively strong brands and the talented people who drive them, we are confident we can continue to successfully handle the challenges.  In fiscal 2011, we will remain focused on delivering another year of superior sales results and earnings growth while doing what’s necessary to position ourselves for sustainable, long-term success.”

Highlights for the quarter ended August 29, 2010 include the following:

  • Net earnings from continuing operations for the first quarter were $113.3 million, or 80 cents per diluted share on sales of $1.81 billion.  Last year, first quarter net earnings from continuing operations were $95.0 million, or 67 cents per diluted share, on sales of $1.73 billion.      
  • Total first quarter sales from continuing operations of $1.81 billion represent a 4.2% increase over the prior year.  
  • In the first quarter, U.S. same-restaurant sales increased 2.7% at Olive Garden and 2.2% at LongHorn Steakhouse, and declined 1.7% at Red Lobster.  These results compare to an estimate of 0.0% for the Knapp-Track™ benchmark of U.S. same-restaurant sales, excluding Darden.
  • The Company’s Board of Directors declared a quarterly dividend of 32 cents per share on the Company’s outstanding common stock.  The dividend is payable on November 1, 2010 to shareholders of record at the close of business on October 8, 2010.
  • The Company purchased almost 2.4 million shares of its common stock during the quarter.  Since commencing its repurchase program in December 1995, the Company has purchased 156.5 million shares for $3.11 billion, under authorizations totaling 162.4 million shares.  

Operating Highlights

OLIVE GARDEN’S first quarter sales of $877 million were 6.8% above prior year, driven by revenue from 32 net new restaurants and its U.S. same-restaurant sales increase of 2.7%.  For the quarter, on a percentage of sales basis, lower restaurant labor expenses, restaurant expenses and depreciation expenses were partially offset by increased food and beverage expenses and selling, general and administrative expenses.   The net result was an increase in returns and absolute operating profit for the quarter.

RED LOBSTER’S first quarter sales of $600 million were 0.8% below prior year, driven by a U.S. same-restaurant sales decrease of 1.7%, partially offset by revenue from four net new restaurants.  For the quarter, on a percentage of sales basis, lower food and beverage expenses, restaurant labor expenses and restaurant expenses were partially offset by increased selling, general and administrative expenses and depreciation expenses. Absolute operating profit and returns increased for the quarter.  

LONGHORN STEAKHOUSE’S first quarter sales of $226 million were 6.8% above prior year, driven by revenue from 12 net new restaurants and its same-restaurant sales increase of 2.2%.  For the quarter, on a percentage of sales basis, lower food and beverage expenses, restaurant labor expenses and depreciation expenses were partially offset by increased restaurant expenses and selling, general and administrative expenses, resulting in an increase in returns and absolute operating profit for the quarter.  

THE SPECIALTY RESTAURANT GROUP’S first quarter sales of $107 million were 11.7% above prior year driven by same-restaurant sales increases of 2.7% at The Capital Grille and 5.8% at Seasons 52 offset by a same-restaurant sales decrease of 0.1% at Bahama Breeze.  Additionally, sales growth was driven by revenue from three new restaurants each at The Capital Grille and Seasons 52 and one new restaurant at Bahama Breeze.  The Capital Grille’s first quarter sales of $54 million were 8.7% above the prior year results.  Bahama Breeze’s first quarter sales of $37 million were 4.4% above the prior year results.  Seasons 52′s first quarter sales of $16 million were 51% above the prior year results.

Fiscal June, July and August 2010 U.S. Same-Restaurant Sales Results

Darden reported that U.S. same-restaurant sales for the fiscal months of June, July and August were as follows:

 
Olive Garden June July August  
Same-Restaurant Sales +1.0% +4.4% +3.1%  
Same-Restaurant Traffic -1.3% +2.6% +1.3%  
Pricing +1.4% +1.7% +1.7%  
Menu-mix +0.9% +0.1% +0.1%  
 
       
 
Red Lobster June July August *  
Same-Restaurant Sales -2.8% +1.0% -2.9%  
Same-Restaurant Traffic -5.2% -2.6% -6.4%  
Pricing +1.5% +1.4% +1.4%  
Menu-mix +0.9% +2.1% +2.0%  
 
       
 
LongHorn Steakhouse June July August  
Same-Restaurant Sales +0.2% +2.1% +4.9%  
Same-Restaurant Traffic -2.4% -0.8% +2.6%  
Pricing +2.4% +2.5% +2.5%  
Menu-mix +0.2% +0.4% -0.2%  
 
       

* Note: The Company estimates that Red Lobster’s August same-restaurant sales results were adversely affected by approximately 300 basis points due to a shift in the timing of its “Endless Shrimp” promotion, which began two weeks later than the prior fiscal year.  The start of the “Endless Shrimp” promotion shifted to the second quarter this fiscal year, compared to starting in the final week of the first quarter in the prior fiscal year.

Fiscal 2011 Outlook

Darden affirmed that it continues to anticipate, as previously reported, that reported diluted net earnings per share growth from continuing operations for fiscal 2011 will be approximately +14% to +17%.  This compares to reported diluted net earnings per share from continuing operations of $2.86 in fiscal 2010.  The Company reported that its earnings expectations for the fiscal year are based on (1) blended U.S. same-restaurant sales in fiscal 2011 for Red Lobster, Olive Garden and LongHorn Steakhouse of approximately +2% to +3%; (2) the opening of approximately 70 to 75 net new restaurants in fiscal 2011; and (3) total sales growth in fiscal 2011 of between +5.5% and +6.5%.  Each of these estimates is consistent with the Company’s outlook disclosed at the beginning of the year.

Darden Restaurants, Inc., (NYSE: DRI) headquartered in Orlando, Fla., is the world’s largest company-owned and operated full-service restaurant company with over $7.1 billion in annual sales and approximately 180,000 employees.  Darden is recognized for a culture that rewards caring for and responding to people. Our restaurant brands — Red Lobster, Olive Garden, LongHorn Steakhouse, The Capital Grille, Bahama Breeze and Seasons 52 — reflect the rich diversity of those who dine with us. Our brands are built on deep insights into what our guests want. For more information, please visit www.darden.com.

Forward-looking statements in this news release regarding our expected diluted net earnings per share growth and U.S. same-restaurant sales for the fiscal year, total sales growth, stock repurchases, new restaurant growth and all other statements that are not historical facts, including without limitation statements concerning our future economic performance, plans or objectives, are made under the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995.  Any forward-looking statements speak only as of the date on which such statements are made, and we undertake no obligation to update such statements to reflect events or circumstances arising after such date. We wish to caution investors not to place undue reliance on any such forward-looking statements.  By their nature, forward-looking statements involve risks and uncertainties that could cause actual results to materially differ from those anticipated in the statements. The most significant of these uncertainties are described in Darden’s Form 10-K, Form 10-Q and Form 8-K reports (including all amendments to those reports). These risks and uncertainties include food safety and food-borne illness concerns, litigation, unfavorable publicity, federal, state and local regulation of our business including health care reform, labor and insurance costs, technology failures, health concerns including virus outbreaks, the intensely competitive nature of the restaurant industry, factors impacting our ability to drive sales growth, the impact of the indebtedness we incurred in the RARE acquisition, our plans to expand our newer brands like Bahama Breeze and Seasons 52, a lack of suitable new restaurant locations, higher-than-anticipated costs to open, close or remodel restaurants, increased advertising and marketing costs, a failure to develop and recruit effective leaders, the price and availability of key food products and utilities, shortages or interruptions in the delivery of food and other products, volatility in the market value of derivatives, general macroeconomic factors including unemployment and interest rates, severe weather conditions, disruptions in the financial markets, a possible impairment in the carrying value of our goodwill or other intangible assets, a failure of our internal controls over financial reporting, and other factors and uncertainties discussed from time to time in reports filed by Darden with the Securities and Exchange Commission.

DARDEN RESTAURANTS, INC.
NUMBER OF RESTAURANTS
 
8/29/10 8/30/09  
666 Red Lobster USA 661  
   28 Red Lobster Canada    29  
694 Total Red Lobster 690  
 
721 Olive Garden USA 689  
     6 Olive Garden Canada      6  
727 Total Olive Garden 695  
 
334 LongHorn Steakhouse 322  
 
41 The Capital Grille 38  
 
25 Bahama Breeze 24  
 
      11 Seasons 52       8  
 
- Other 1  
 
1,832 Total Restaurants 1,778  
 
     
 
DARDEN RESTAURANTS, INC.  
CONSOLIDATED STATEMENTS OF EARNINGS  
(In millions, except per share data)  
(Unaudited)  
 
13 Weeks Ended  
 
8/29/2010 8/30/2009  
 
 
Sales $1,806.7 $1,734.0  
Costs and expenses:  
 Cost of sales:  
    Food and beverage 507.5 500.3  
    Restaurant labor 578.8 568.0  
    Restaurant expenses 279.1 267.4  
      Total cost of sales (1) $1,365.4 $1,335.7  
 Selling, general and administrative 180.9 171.4  
 Depreciation and amortization 76.7 72.9  
 Interest, net 24.6 23.7  
      Total costs and expenses $1,647.6 $1,603.7  
Earnings before income taxes 159.1 130.3  
Income taxes (45.8) (35.3)  
Earnings from continuing operations $113.3 $95.0  
Losses from discontinued operations, net of tax benefit of $0.1 and $0.4, respectively (0.2) (0.7)  
 
Net earnings $113.1 $94.3  
 
 
Basic net earnings per share:  
Earnings from continuing operations $0.82 $0.68  
Losses from discontinued operations  
Net earnings $0.82 $0.68  
 
Diluted net earnings per share:  
Earnings from continuing operations $0.80 $0.67  
Losses from discontinued operations  
Net earnings $0.80 $0.67  
 
Average number of common shares outstanding:  
Basic 138.6 138.7  
Diluted 141.7 141.3  
 
(1) Excludes restaurant depreciation and amortization as follows: $71.7 $69.5  
 
         
 
DARDEN RESTAURANTS, INC.  
CONSOLIDATED BALANCE SHEETS  
(In millions)  
 
 
8/29/2010 5/30/2010  
ASSETS (Unaudited)  
Current assets:  
   Cash and cash equivalents $77.5 $248.8  
   Receivables, net 47.0 53.2  
   Inventories 210.0 220.8  
   Prepaid income taxes 1.5  
   Prepaid expenses and other current assets 57.9 52.4  
   Deferred income taxes 111.3 101.8  
       Total current assets $503.7 $678.5  
Land, buildings and equipment, net 3,444.2 3,403.7  
Goodwill 517.3 517.3  
Trademarks 454.0 454.0  
Other assets 190.7 193.9  
       Total assets $5,109.9 $5,247.4  
 
LIABILITIES AND STOCKHOLDERS’ EQUITY  
Current liabilities:  
   Accounts payable $261.2 $246.4  
   Short-term debt 6.0  
   Accrued payroll 128.4 161.8  
   Accrued income taxes 42.2 1.0  
   Other accrued taxes 61.6 62.0  
   Unearned revenues 146.5 167.2  
   Current portion long-term debt 75.0 225.0  
   Other current liabilities 427.2 391.2  
       Total current liabilities $1,148.1 $1,254.6  
Long-term debt, less current portion 1,409.8 1,408.7  
Deferred income taxes 257.0 268.6  
Deferred rent 174.0 170.1  
Obligations under capital leases, net of current installments 57.3 57.6  
Other liabilities 193.3 193.8  
       Total liabilities $3,239.5 $3,353.4  
 
Stockholders’ equity:  
   Common stock and surplus $2,311.5 $2,297.9  
   Retained earnings   2,690.6 2,621.9  
   Treasury stock (3,038.5) (2,943.5)  
   Accumulated other comprehensive income (loss) (82.3) (71.1)  
   Unearned compensation (10.9) (11.2)  
       Total stockholders’ equity $1,870.4 $1,894.0  
       Total liabilities and stockholders’ equity $5,109.9 $5,247.4  
 
         
DARDEN RESTAURANTS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
(Unaudited)
 
13 Weeks Ended  
8/29/10 8/30/09  
 
Cash flows—operating activities  
Net earnings $  113.1 $   94.3  
Losses from discontinued operations, net of tax 0.2 0.7  
Adjustments to reconcile net earnings to cash flows:  
Depreciation and amortization 76.7 72.9  
Stock-based compensation expense 13.2 9.8  
Change in current assets and liabilities and other, net 11.7 0.2  
Net cash provided by operating activities of continuing operations $   214.9 $   177.9  
 
Cash flows—investing activities  
Purchases of land, buildings and equipment (113.2) (95.7)  
Proceeds from disposal of land, buildings and equipment 4.3 5.4  
Increase in other assets (0.8) (1.9)  
Net cash used in investing activities of continuing operations $ (109.7) $  (92.2)  
 
Cash flows—financing activities  
Proceeds from issuance of common stock 5.7 4.0  
Dividends paid (44.4) (34.7)  
Purchases of treasury stock (95.6) (2.0)  
Income tax benefits credited to equity 0.8 1.0  
Proceeds from issuance (repayments) of short-term debt, net 6.0 (36.8)  
ESOP note receivable repayment 0.3 0.3  
Principal payments on capital leases (0.4) (0.3)  
Repayment of long-term debt (150.3) (0.3)  
Net cash used in financing activities of continuing operations $ (277.9) $   (68.8)  
 
Cash flows – discontinued operations  
Net cash used in operating activities of discontinued operations (0.1) (0.4)  
Net cash provided by investing activities of discontinued operations 1.5  
Net cash provided by (used in) discontinued operations $      1.4 $      (0.4)  
 
(Decrease) increase  in cash and cash equivalents (171.3) 16.5  
Cash and cash equivalents – beginning of period 248.8 62.9  
 
Cash and cash equivalents – end of period $    77.5 $    79.4  
 
     
 

Pizza Inn, Inc. (Nasdaq:PZZI) today reported net income of $1.2 million, or $0.15 per share, for the fiscal year ended June 27, 2010, versus net income of $1.2 million, or $0.14 per share, for the prior fiscal year.

Highlights for the fourth quarter and fiscal year 2010 included:

  • Pre-tax income from continuing operations was $2.2 million for fiscal 2010 compared to $1.9 million for the prior fiscal year, an increase of 16% compared to the prior fiscal year.
  • The Company opened more restaurants than it closed for the first time in eleven years. The opening of 25 restaurants during the fiscal year is the most in 5 years, while the closing of 22 restaurants during the year is the least in 13 years.
  • Comparable domestic buffet restaurant sales decreased 7% for both fiscal 2010 and for the fourth quarter compared to the prior fiscal year.
  • Total comparable domestic restaurant sales decreased 8% for both fiscal 2010 and for the fourth quarter compared to the prior fiscal year.

Charlie Morrison, President and CEO, commented, “We battled through a difficult operating environment in the past year and managed to grow pre-tax income by 16%, which demonstrates the improvements we have made. A net increase in store openings in the year demonstrates the commitment we have made to restoring growth to the brand. Fiscal year 2011 is set up to continue this momentum with more scheduled openings of both company-owned and franchised new restaurants.”

Certain statements in this press release, other than historical information, may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, and are intended to be covered by the safe harbors created thereby. These forward-looking statements are based on current expectations that involve numerous risks, uncertainties and assumptions. Assumptions relating to these forward-looking statements involve judgments with respect to, among other things, future economic, competitive and market conditions, regulatory framework and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond Pizza Inn’s control. Although the assumptions underlying these forward-looking statements are believed to be reasonable, any of the assumptions could be inaccurate and, therefore, there can be no assurance that any forward-looking statements will prove to be accurate. In light of the significant uncertainties inherent in these forward-looking statements, the inclusion of such information should not be regarded as a representation that Pizza Inn’s objectives and plans will be achieved. 

Pizza Inn, Inc. is an owner, franchisor and supplier of a system of restaurants operating domestically and internationally under the trademark “Pizza Inn.” The Company and its distribution division, Norco Restaurant Services Company, are headquartered in The Colony, Texas. The Company’s common stock is listed on the Nasdaq Capital Market under the symbol “PZZI.”

     
PIZZA INN, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
     
     
  Year Ended
  June 27, June 28,
REVENUES: 2010 2009
     
Food and supply sales  $ 33,945  $ 37,793
Franchise revenue  4,067  4,180
Restaurant sales  2,858  1,873
   40,870  43,846
     
COSTS AND EXPENSES:    
Cost of sales  33,023  36,355
Franchise expenses  1,950  1,929
General and administrative expenses  3,003  3,217
Severance  –  68
Provision for bad debts  155  75
Litigation costs  446  263
Interest expense  62  57
   38,639  41,964
     
INCOME FROM CONTINUING
OPERATIONS BEFORE TAXES
 2,231  1,882
     
Income tax expense  786  531
     
INCOME FROM
CONTINUING OPERATIONS
 1,445  1,351
Loss from discontinued
operations, net of income tax benefit
 (281)  (179)
     
NET INCOME  $ 1,164  $ 1,172
     
EARNINGS (LOSS) PER SHARE OF COMMON
STOCK — BASIC:
 
Income from continuing operations  $ 0.18  $ 0.16
Loss from discontinued operations  $ (0.03)  $ (0.02)
Net income  $ 0.15  $ 0.14
     
EARNINGS (LOSS) PER SHARE OF COMMON
STOCK — DILUTED:
 
Income from continuing operations  $ 0.18  $ 0.16
Loss from discontinued operations  $ (0.03)  $ (0.02)
Net income  $ 0.15  $ 0.14
     
Weighted average common
shares outstanding — basic
8,011 8,580
     
Weighted average common
shares outstanding — diluted
8,011 8,580
 
PIZZA INN, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts)
 
  June 27, June 28,
ASSETS 2010 2009
     
CURRENT ASSETS    
Cash and cash equivalents $761 $274
Accounts receivable, less allowance for doubtful
accounts of $178 and $203, respectively
 2,678  2,559
Income tax receivable  184  80
Inventories  1,489  1,371
Property held for sale  16  17
Deferred income tax assets  723  618
Prepaid expenses and other  260  233
Total current assets  6,111  5,152
     
LONG-TERM ASSETS    
Property, plant and equipment, net  2,167  1,743
Deferred income tax assets  48  86
Deposits and other  132  81
  $8,458 $7,062
LIABILITIES AND SHAREHOLDERS’ EQUITY    
CURRENT LIABILITIES    
Accounts payable — trade $1,783 $1,806
Deferred revenues  236  132
Accrued expenses  1,360  1,009
Bank debt  110  –
Total current liabilities  3,489  2,947
     
LONG-TERM LIABILITIES    
Deferred gain on sale of property  134  159
Deferred revenues, net of current portion  207  246
Bank debt  220  621
Other long-term liabilities  27  37
Total liabilities  4,077  4,010
     
COMMITMENTS AND CONTINGENCIES    
SHAREHOLDERS’ EQUITY    
Common stock, $.01 par value; authorized 26,000,000
shares; issued 15,130,319 shares; outstanding 8,010,919 shares
 151  151
Additional paid-in capital  8,906  8,741
Retained earnings  19,960  18,796
Treasury stock at cost
7,119,400 shares
   
   (24,636)  (24,636)
Total shareholders’ equity   4,381  3,052
  $8,458 $7,062
 
PIZZA INN, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
     
  Year Ended
  June 27, June 28,
  2010 2009
     
CASH FLOWS FROM OPERATING ACTIVITIES:    
     
Net income   $ 1,164  $ 1,172
Adjustments to reconcile net income to cash
provided by operating activities:
   
Depreciation and amortization  357  290
Provision for bad debt  155  75
Stock compensation expense  165  198
Deferred income taxes  (67)  88
Changes in operating assets and liabilities:    
Notes and accounts receivable  (269)  146
Income tax receivable  (104)  192
Inventories  (117)  25
Accounts payable — trade  (23)  (574)
Accrued expenses  380  (175)
Prepaid expenses and other  (94)  80
 Cash provided by operating activities  1,547  1,517
     
CASH FLOWS FROM INVESTING ACTIVITIES:    
     
Capital expenditures  (769)  (1,049)
Cash used for investing activities  (769)  (1,049)
     
CASH FLOWS FROM FINANCING ACTIVITIES:    
     
Net (payments) borrowings of long-term bank debt  (291)  621
Purchases of treasury stock  –  (1,972)
     
Cash used for financing activities  (291)  (1,351)
     
Net increase (decrease) in cash and cash equivalents  487  (883)
Cash and cash equivalents, beginning of year  274  1,157
Cash and cash equivalents, end of year  $ 761  $ 274

Benihana Inc. (NASDAQ: BNHNA; BNHN), operator of the nation’s largest chain of Japanese theme and sushi restaurants, today reported total restaurant sales and comparable restaurant sales for the second four week period (August 16 – September 12, 2010) of the second fiscal quarter 2011 compared to the same four week period for the second fiscal quarter 2010 (August 17 – September 13, 2009). These results demonstrate continued positive momentum resulting from the company’s implementation of its Renewal Program.

Total restaurant sales increased 3.5% to $23.5 million from $22.7 million, while Company-wide comparable restaurant sales increased 4.2%, representing the 7th consecutive period with comparable restaurant sales increases. By concept, comparable restaurant sales increased 7.8% at Benihana teppanyaki, while the impact of macro-economic weakness caused decreases of 2.2% at RA Sushi and 2.1% at Haru. There were a total of 388 store-operating weeks during the second four weeks of the second fiscal quarter 2011 compared to a total of 394 store-operating weeks during the second four weeks of the second fiscal quarter 2010.

Richard C. Stockinger, Chief Executive Officer and President, said, “We believe these four week sales results, including traffic gains at Benihana teppanyaki of 7.2%, are among the strongest in the upscale casual segment of the industry and lend further credence to the soundness of our business strategy and management’s ability to execute successfully despite what remains both a challenging and competitive environment. New and returning guests are embracing our flagship brand, with our marketing programs continuing to attract interest and resulting in increasing guest traffic. Even as we continue to turn around our iconic brand, we are also focusing on strengthening our other brands which are disproportionately impacted by the ongoing macro-economic weakness.”

Burger King Holdings, Inc. (NYSE:BKC) (the “Company”) and 3G Capital today announced that an entity controlled by 3G Capital, Blue Acquisition Sub, Inc., has commenced the previously-announced tender offer for all of the outstanding shares of common stock of Burger King Holdings, Inc. at a price of $24.00 per share, net to the seller in cash without interest. Blue Acquisition Sub, Inc. and its parent company, Blue Acquisition Holding Corporation, are controlled by 3G Special Situations Fund II, L.P.

On September 2, 2010, the Company and 3G Capital announced that the Company and certain entities controlled by 3G Capital had signed a definitive merger agreement pursuant to which the tender offer would be made. The Company’s board of directors has unanimously approved the terms of the merger agreement, including the tender offer.

Pursuant to the merger agreement, after completion of the tender offer and the satisfaction or waiver of all conditions, the Company will merge with Blue Acquisition Sub, Inc. and all outstanding shares of the Company’s common stock, other than shares held by Blue Acquisition Holding Corporation, Blue Acquisition Sub, Inc. or the Company or shares held by the Company’s stockholders who have and validly exercise appraisal rights under Delaware law, will be cancelled and converted into the right to receive cash equal to the $24.00 offer price per share. In certain cases, the parties have agreed to proceed with a one-step merger transaction if the tender offer is not completed.

Blue Acquisition Holding Corporation and Blue Acquisition Sub, Inc. are filing with the Securities and Exchange Commission (SEC) today a tender offer statement on Schedule TO, including an offer to purchase and related letter of transmittal, setting forth in detail the terms of the tender offer. Additionally, the Company is filing with the SEC today a solicitation/recommendation statement on Schedule 14D-9 setting forth in detail, among other things, the recommendation of the Company’s board of directors that the Company’s stockholders tender their shares into the tender offer.

The completion of the tender offer is subject to conditions, including, among others, that there be validly tendered, and not withdrawn, that number of shares that, together with any shares then owned by Blue Acquisition Holding Corporation and its subsidiaries, equals at least 79.1% of the outstanding shares of Burger King Holdings, Inc., the receipt of required approvals and the receipt of proceeds under executed bank commitment letters.

The tender offer and withdrawal rights are scheduled to expire at midnight, New York City time, on Thursday, October 14, 2010, unless extended or earlier terminated.

About Burger King Holdings, Inc.

The BURGER KING(R) system operates more than 12,150 restaurants in all 50 states and in 76 countries and U.S. territories worldwide. Approximately 90 percent of BURGER KING(R) restaurants are owned and operated by independent franchisees, many of them family-owned operations that have been in business for decades. In 2010, Fortune magazine ranked Burger King Corp. (BKC) among America’s 1,000 largest corporations and Standard & Poor’s included shares of Burger King Holdings, Inc. in the S&P MidCap 400 index. BKC was recently recognized by Interbrand on its top 100 “Best Global Brands” list and Ad Week has named it one of the top three industry-changing advertisers within the last three decades. To learn more about Burger King Corp., please visit the company’s website at http://www.bk.com.

About 3G Capital

3G Capital is a multi-billion dollar, global investment firm focused on long-term value creation, with a particular emphasis on maximizing the potential of brands and businesses. The firm and its partners have a strong history of generating value through operational excellence, board involvement, deep sector expertise and an extensive global network. 3G Capital works in close partnership with management teams at its portfolio companies and places a strong emphasis on recruiting, developing and retaining top-tier talent. Affiliates of the firm and its partners have controlling or partial ownership stakes in global companies such as Anheuser-Busch InBev, Lojas Americanas, the largest non-food and online retailer in Latin America, and America Latina Logistica (ALL), the largest railroad and logistics company in Latin America. 3G Capital’s main office is in New York City. For more information on 3G Capital and the transaction, please go to http://www.3g-capital.com.

Forward Looking Statements

This press release may contain “forward-looking statements”. These forward-looking statements involve significant risks and uncertainties and are not guarantees of future performance. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. Forward-looking statements include, without limitation, statements regarding the consummation of the tender offer and merger and the intent of any parties about future actions. Actual results may differ materially from those currently anticipated due to a number of risks and uncertainties, including uncertainties as to how many of the Company stockholders will tender their stock in the offer; the possibility that competing offers will be made; and the possibility that various closing conditions for the transaction may not be satisfied or waived and risks and uncertainties relating to these matters that are discussed in documents filed with the SEC by Burger King Holdings, Inc. as well as the tender offer documents to be filed by an affiliate of 3G Capital and the solicitation/recommendation statement to be filed by the Company. Investors and security holders may obtain free copies of the documents filed with the SEC by the Company by contacting 5505 Blue Lagoon Drive, Miami, Florida 33126, telephone number 305-378-7696 or investor@whopper.com. Neither 3G Capital nor the Company undertakes any obligation to update any forward-looking statements as a result of new information, future developments or otherwise, except as expressly required by law.

Notice to Investors

This press release is neither an offer to purchase nor a solicitation of an offer to sell any securities. The solicitation and the offer to buy shares of the Company’s common stock is being made pursuant to an offer to purchase and related materials that an affiliate of 3G Capital will file with the SEC. An affiliate of 3G Capital will file a tender offer statement on Schedule TO with the SEC in connection with the commencement of the offer, and thereafter the Company will file a solicitation/recommendation statement on Schedule 14D-9 with respect to the offer. The tender offer statement (including an offer to purchase, a related letter of transmittal and other offer documents) and the solicitation/recommendation statement will contain important information that should be read carefully and considered before any decision is made with respect to the tender offer. These materials will be sent free of charge to all the Company’s stockholders when available. In addition, all of these materials (and all other materials filed by the Company with the SEC) will be available at no charge from the SEC through its website at www.sec.gov. The Schedule TO, Schedule 14D-9 and related materials may be obtained for free from D.F. King & Co., Inc., 48 Wall Street, 22nd Floor, New York, New York 10005, Toll-Free Telephone: (800) 714-3313. Investors and security holders may also obtain free copies of the documents filed with the SEC by the Company by contacting the Company’s Investor Relations at 5505 Blue Lagoon Drive, Miami, Florida 33126, telephone number 305-378-7696 or investor@whopper.com.

Additional Information about the Merger and Where to Find It

In connection with the potential transaction referred to in this press release, Burger King Holdings, Inc. may file a proxy statement with the SEC related to the approval of the merger agreement by the Company’s stockholders. Additionally, the Company will file other relevant materials with the SEC in connection with the proposed acquisition of the Company by an affiliate of 3G Capital pursuant to the terms of the merger agreement. The materials to be filed by the Company with the SEC may be obtained free of charge at the SEC’s web site at www.sec.gov. Investors and stockholders also may obtain free copies of the proxy statement from the Company by contacting the Company’s Investor Relations at 5505 Blue Lagoon Drive, Miami, Florida 33126, telephone number 305-378-7696 or investor@whopper.com. Investors and security holders of the Company are urged to read the proxy statement and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed merger because they will contain important information about the merger and the parties to the merger.

Burger King Holdings, Inc. and its respective directors, executive officers and other members of their management and employees, under the SEC rules, may be deemed to be participants in the solicitation of proxies of the Company’s stockholders in connection with the proposed merger. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of certain of the Company’s executive officers and directors in the solicitation by reading the Company’s proxy statement for its 2009 annual meeting of stockholders, the Annual Report on Form 10-K for the fiscal year ended June 30, 2010, and the proxy statement and other relevant materials which may be filed with the SEC in connection with the merger when and if they become available. Information concerning the interests of the Company’s participants in the solicitation, which may, in some cases, be different than those of the Company’s stockholders generally, will be set forth in the proxy statement relating to the merger when it becomes available.

Sonic Corp. (NASDAQ: SONC), the nation’s largest chain of drive-in restaurants, today announced preliminary sales results for the fourth quarter and fiscal year ended August 31, 2010. In line with the company’s previously announced expectations, Sonic’s fourth quarter same-store sales declined an estimated 6.4% for the system and 6.1% for company-owned drive-ins.

Sonic also reported that drive-in openings totaled 25 for the fourth fiscal quarter, including 24 by franchisees. For the fiscal year, there were 80 franchise openings compared with 130 in the prior fiscal year, as the pace of new drive-in openings was slowed by the challenging sales environment and difficult economic conditions. New development is generally correlated with sales and profits and is expected to accelerate as system performance improves.

“In the context of turning our business toward more profitable performance and enhancing stockholder value, our fourth fiscal quarter provided direction to just such a turn,” said Clifford Hudson, Chairman and Chief Executive Officer. “The first indicator is the performance of our company-owned drive-ins; their sales and margin performance have the potential for the largest impact on earnings and stockholder value in the near term. In our third fiscal quarter, same-store sales at company-owned drive-ins improved to within three-tenths of a percent of our franchisees’ same-store sales performance, and in the fourth quarter company-owned drive-ins outperformed the system for the first time in nearly three years. With our company-owned drive-ins’ corresponding improved performance on various customer feedback measures, we believe we are seeing positive signs indicating that aspect of our business is improving.

“The second indicator arises from the fact that, throughout fiscal 2010, we implemented new initiatives, including new messaging, a new media allocation strategy, service differentiation that emphasizes skating carhops, and product quality improvements,” Hudson continued. “We expect these strategic initiatives will gain traction and improve system-wide comparable sales performance in fiscal 2011 and beyond.”

Fiscal 2011 Outlook

Sonic’s outlook for fiscal 2011 currently anticipates the following key elements:

  • The opening of a total of 40 to 50 new franchise drive-ins;
  • Sequentially improving same-store sales throughout the fiscal year, building on our initiatives from fiscal 2010; assuming no change in cost structure and based on fiscal 2010 average unit volumes, each percentage point change in same-store sales impacts diluted earnings per share by approximately three cents;
  • A slight improvement in restaurant-level margins as a result of labor efficiencies;
  • Selling, general and administrative expenses of $67 to $68 million;
  • Depreciation and amortization of $42 to $43 million;
  • Interest expense of $31 to $32 million;
  • An income tax rate between 37% and 38%; and
  • Capital expenditures in the range of $20 to $25 million.

“While we think it is prudent to take a conservative approach to our sales outlook for fiscal 2011, because of the uniquely challenging environment, we do expect improvement in same-store sales as our sales-building initiatives improve traffic,” Hudson added.

Sonic expects to report its fourth quarter and fiscal year end results at the market close on October 19, 2010.

Yum! Brands Inc. (NYSE: YUM) announced that its Board of Directors approved a 19% increase in the Company’s quarterly dividend. The quarterly cash dividend will increase from $0.21 to $0.25 per share and will be effective with the dividend payment to be distributed on November 5, 2010 to shareholders of record at the close of business on October 15, 2010.

David C. Novak, Chairman and Chief Executive Officer, said, “I am pleased to inform our shareholders we have increased our quarterly dividend 19%, the sixth consecutive annual increase since we initiated a quarterly dividend in 2004. Yum! Brands’ consistent performance and substantial annual free cash flow generation enables us to return significant cash to our shareholders through both a meaningful quarterly dividend and share buybacks.”

“Our first priority for the operating cash we generate is to continue to use a disciplined approach as we reinvest in the global growth opportunities of our business along with our franchise partners.”

The Yum! dividend policy continues to target a payout ratio of 35 to 40% of annual net income.

Yum! Brands, Inc., based in Louisville, Kentucky, is the world’s largest restaurant company in terms of system restaurants, with more than 37,000 restaurants in over 110 countries and territories. The company is ranked #216 on the Fortune 500 List, with revenues of nearly $11 billion in 2009. Four of the company’s restaurant brands – KFC, Pizza Hut, Taco Bell and Long John Silver’s – are the global leaders of the chicken, pizza, Mexican–style food and quick–service seafood categories, respectively. A&W Restaurants is the longest running quick-service franchise chain in America. Outside the United States in 2009, the Yum! Brands system opened more than four new restaurants each day of the year, making it a leader in international retail development.

Cracker Barrel Old Country Store, Inc. (Nasdaq: CBRL):

Fourth Quarter Fiscal 2010

  • Fully diluted income per share from continuing operations of $1.14 ,an increase of 15.2%
  • Operating income margin was 7.4% of total revenue compared with 7.0% in the prior-year quarter
  • Comparable store restaurant and retail sales increased 2.0% and 2.6%, respectively
  • Comparable store restaurant traffic outpaced the Knapp-Track™ Traffic Index for the sixteenth consecutive quarter
  • Revenue increased 2.8% to $612.5 million

Full Year Fiscal 2010

  • Fully diluted income per share from continuing operations of $3.62, an increase of 25.3%
  • Operating income margin was 6.8% of total revenue compared with 6.0% in fiscal 2009
  • Revenue increased 1.6% to $2.4 billion
  • Net cash flow from operating activities increased $47.9 million to $212.1 million in fiscal 2010

Cracker Barrel Old Country Store, Inc. (“Cracker Barrel” or the “Company”) (Nasdaq: CBRL) today reported income from continuing operations of $1.14 per diluted share for the fourth quarter of fiscal 2010, compared with $0.99 in the fourth quarter of fiscal 2009, an increase of 15.2%. Income from continuing operations was $27.4 million compared with $22.8 million in the fourth quarter of fiscal 2009, which reflected this year’s 10% higher operating income, lower interest expense and a lower effective tax rate.

Fourth-Quarter Fiscal 2010 Results

Revenue from continuing operations

Total revenue from continuing operations of $612.5 million for the fourth quarter represented an increase of 2.8% from the fourth quarter of fiscal 2009. Comparable store restaurant sales for the period increased 2.0%, including a 1.9% higher average check. Comparable store retail sales were up 2.6% for the quarter.

Comparable store restaurant traffic, average check and comparable store restaurant and retail sales for the fiscal months of May, June and July and the fourth quarter were as follows:

          May         June         July         Fourth

Quarter

Comparable restaurant traffic         -2.3%         1.8%         0.6%         0.1%
Average check         2.0%         1.4%         2.3%         1.9%
Comparable restaurant sales         -0.3%         3.2%         2.9%         2.0%
Comparable retail sales         0.6%         5.1%         2.4%         2.6%

The shift of Memorial Day in 2010 to fiscal June negatively affected May sales and positively impacted June sales by approximately 1.5 to 2.0%.

Operating Income

In the fourth quarter of fiscal 2010, operating income was $45.5 million, 7.4% of total revenue, compared with $41.4 million, or 7.0% of total revenue, in the fourth quarter of fiscal 2009. The increase in operating income was the result of higher store operating income partially offset by higher general and administrative expenses. Higher revenues, lower cost of goods sold and lower labor expenses partially offset by higher other store operating expenses resulted in higher store operating income margin.

Commenting on the fourth-quarter results, Cracker Barrel Chairman, President and Chief Executive Officer Michael A. Woodhouse said, “We are pleased to report a solid increase in earnings per share and positive comparable store sales for the quarter. We improved our operating margin from a year ago as a result of lower food cost, lower healthcare benefit costs and a better retail merchandising mix, all of which more than offset higher other store operating and G&A expenses. Meanwhile, we continue to outperform the industry benchmarks in casual dining as measured by comparable store sales and guest traffic published in the Knapp-Track™ report. On a two-year trend, we outperformed the Knapp-Track™ traffic index by almost five percentage points and the sales index by almost eight percentage points. We attribute this performance to a combination of actions, including better execution, creative new product offerings and more effective advertising support.”

Fiscal 2010 Results

Total revenue from continuing operations of $2.4 billion for fiscal 2010 represented an increase of 1.6% over fiscal 2009. For the year, comparable store restaurant sales increased 0.8%, including a 2.0% higher check. Comparable store retail sales decreased 0.9%.

The Company reported income from continuing operations in fiscal 2010 of $85.3 million, or $3.62 per diluted share, compared with income from continuing operations of $66.0 million, or $2.89 per diluted share, in fiscal 2009, an increase of 25.3%.

Net cash flow provided by operating activities was $212.1 million, compared with $164.2 million in fiscal 2009, reflecting higher net income and continued improvements in working capital. During fiscal 2010, the Company repurchased 1.35 million shares of stock for a total of $62.5 million and paid down $65.0 million of long-term debt.

Fiscal 2011 Outlook

The Company commented that its outlook for fiscal 2011 reflects many assumptions, the accuracy of which is not yet known. Based on current trends and estimates, the Company presently expects fiscal 2011 total revenue to increase approximately 3.0% to 4.5% over revenue in fiscal 2010. The revenue increase reflects the expected opening of eleven new Cracker Barrel units during the year, projected comparable store restaurant sales increasing between 1.5% and 3.0% and comparable store retail sales increasing between 2.0% to 4.0%. Depreciation for the year is expected to be $64 to $66 million. The Company expects fiscal 2011 operating income margin as a percent of revenues to be approximately 7.1% to 7.3% compared with 6.8% in fiscal 2010. Net interest expense is estimated at $48 to $49 million, and diluted shares outstanding are expected to average approximately between 23.5 to 24 million. The Company expects its full year 2011 effective tax rate to be between 27.0% and 28.0%. Based on the assumptions outlined above, full-year income from continuing operations per diluted share is projected to be in the range of $3.95 to $4.10 per share. The Company expects capital expenditures during fiscal 2011 to be between $110 and $120 million. Similar to fiscal 2010, the Company expects to repurchase shares solely to offset dilution that results from employee share issuances in fiscal 2011. The Company expects to repay $25 million of its long-term debt in fiscal 2011.

Commenting on the outlook, Mr. Woodhouse said, “As we look forward in fiscal 2011, we continue to face the uncertainty from low economic growth and a slow job recovery. What we do know is that families dining out remain focused on value. In our own unique way, we are delivering value which consistently ranks high in satisfaction surveys. For example, consumers in several recent national independent studies placed Cracker Barrel at the top of a list of full-service restaurants in the casual and family dining categories. The quality of food and good value were among key attributes, but we were also recognized for the way we treat our guests. Over the coming year, we expect further progress on rolling out our operational initiatives across all regions, including the completion of our Seat-to-Eat program. Our cost management efforts and strong cash flow help to support these continuing investments which are foundational improvements geared to generate continued sales growth, great customer service and higher operating profits for the long term.”

Fiscal 2010 Fourth-Quarter Conference Call

As previously announced, the live broadcast of Cracker Barrel’s quarterly conference call will be available to the public on-line at investor.crackerbarrel.com today beginning at 11:00 a.m. (ET). The on-line replay will be available at 2:00 p.m. (ET) and continue through September 28, 2010.

The Company plans to announce its fiscal 2011 first quarter earnings and comparable restaurant and retail sales on Tuesday, November 23, 2010 before the market opens.

About Cracker Barrel

Cracker Barrel Old Country Store restaurants provide a friendly home-away-from-home in its old country stores and restaurants. Guests are cared for like family while relaxing and enjoying real home-style food and shopping that’s surprisingly unique, genuinely fun and reminiscent of America’s country heritage…all at a fair price. The restaurants serve up delicious, home-style country food such as meatloaf and homemade chicken n’ dumplins as well as our signature biscuits using an old family recipe. The authentic old country retail store is fun to shop and offers unique gifts and self-indulgences.

Cracker Barrel Old Country Store, Inc. (Nasdaq: CBRL) was established in 1969 in Lebanon, Tenn. and operates 595 company-owned locations in 41 states. Every Cracker Barrel unit is open seven days a week with hours Sunday through Thursday, 6 a.m. – 10 p.m., and Friday and Saturday, 6 a.m. – 11 p.m. For more information, visit: crackerbarrel.com.

CBRL-F

Except for specific historical information, certain of the matters discussed in this press release may express or imply projections of revenues or expenditures, statements of plans and objectives or future operations or statements of future economic performance. These, and similar statements are forward-looking statements concerning matters that involve risks, uncertainties and other factors which may cause the actual performance of Cracker Barrel Old Country Store, Inc. and its subsidiaries to differ materially from those expressed or implied by this discussion. All forward-looking information is provided pursuant to the safe harbor established under the Private Securities Litigation Reform Act of 1995 and should be evaluated in the context of these factors. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “trends,” “assumptions,” “target,” “guidance,” “outlook,” “opportunity,” “future,” “plans,” “goals,” “objectives,” “expectations,” “near-term,” “long-term,” “projection,” “may,” “will,” “would,” “could,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “potential,” “regular,” ”should,” “projects,” “forecasts,” or “continue” (or the negative or other derivatives of each of these terms) or similar terminology and include our fiscal 2011 outlook, expected number of new units, and additional operational improvement initiatives. Factors which could materially affect actual results include, but are not limited to: the effects of uncertain consumer confidence, higher costs for energy, or general or regional economic weakness, or weather on sales and customer travel, discretionary income or personal expenditure activity of our customers; our ability to identify, acquire and sell successful new lines of retail merchandise and new menu items at our restaurants; our ability to sustain or the effects of plans intended to improve operational or marketing execution and performance; changes in or implementation of additional governmental or regulatory rules, regulations and interpretations affecting tax, wage and hour matters, health and safety, pensions, insurance or other undeterminable areas; the effects of plans intended to promote or protect our brands and products; commodity price increases; the ability of and cost to us to recruit, train, and retain qualified hourly and management employees in an escalating wage environment; the effects of increased competition at our locations on sales and on labor recruiting, cost, and retention; workers’ compensation, group health and utility price changes; consumer behavior based on negative publicity or concerns over nutritional or safety aspects of our food or products or those of the restaurant industry in general, including concerns about pandemics, as well as the possible effects of such events on the price or availability of ingredients used in our restaurants; the effects of our substantial indebtedness and associated restrictions on our financial and operating flexibility and ability to execute or pursue our operating plans and objectives; changes in interest rates or capital market conditions affecting our financing costs and ability to refinance all or portions of our indebtedness; the effects of business trends on the outlook for individual restaurant locations and the effect on the carrying value of those locations; our ability to retain key personnel; the availability and cost of suitable sites for restaurant development and our ability to identify those sites; changes in land, building materials and construction costs; the actual results of pending, future or threatened litigation or governmental investigations and the costs and effects of negative publicity associated with these activities; practical or psychological effects of natural disasters or terrorist acts or war and military or government responses; disruptions to our restaurant or retail supply chain; changes in foreign exchange rates affecting our future retail inventory purchases; implementation of new or changes in interpretation of existing accounting principles generally accepted in the United States of America (“GAAP”); and other factors described from time to time in our filings with the Securities and Exchange Commission, press releases, and other communications.

 
CRACKER BARREL OLD COUNTRY STORE, INC.

CONDENSED CONSOLIDATED INCOME STATEMENT

(Unaudited)

(In thousands, except share and per share amounts, percentages and ratios)

 
      Fourth Quarter Ended     Twelve Months Ended
      7/30/10     7/31/09     Percentage

Change

    7/30/10     7/31/09     Percentage

Change

Total revenue     $ 612,483       $ 595,603       3 %     $ 2,404,515       $ 2,367,285       2 %
Cost of goods sold       183,408         184,732       (1 )       745,818         764,909       (2 )
Gross profit       429,075         410,871       4         1,658,697         1,602,376       4  
Labor and other related expenses       228,810         229,691               908,211         916,256       (1 )
Other store operating expenses       116,867         105,653       11         437,136         421,594       4  
Impairment and store closing charges       537         2,088       (74 )       2,800         2,088       34  
Store operating income       82,861         73,439       13         310,550         262,438       18  
General and administrative expenses       37,394         32,044       17         145,882         120,199       21  
Operating income       45,467         41,395       10         164,668         142,239       16  
Interest expense       11,710         12,126       (3 )       48,959         52,177       (6 )
Pretax income       33,757         29,269       15         115,709         90,062       28  
Provision for income taxes       6,344         6,454       (2 )       30,451         24,105       26  
Income from continuing operations       27,413         22,815       20         85,258         65,957       29  
Loss from discontinued operations, net of tax               (35 )     100                 (31 )     100  
Net income     $ 27,413       $ 22,780       20       $ 85,258       $ 65,926       29  
                                     
Earnings per share – Basic:                                    
Income from continuing operations     $ 1.18       $ 1.01       17       $ 3.71       $ 2.94       26  
Loss from discontinued operations, net of tax     $ 0.00       $ 0.00             $ 0.00       $ 0.00        
Net income per share     $ 1.18       $ 1.01       17       $ 3.71       $ 2.94       26  
Earnings per share – Diluted:                                    
Income from continuing operations     $ 1.14       $ 0.99       15       $ 3.62       $ 2.89       25  
Loss from discontinued operations, net of tax     $ 0.00       $ 0.00             $ 0.00       $ 0.00        
Net income per share     $ 1.14       $ 0.99       15       $ 3.62       $ 2.89       25  
                                     
Weighted average shares:                                    
Basic       23,227,228         22,628,851       3         23,007,856         22,458,971       2  
Diluted       23,982,346         23,056,311       4         23,579,752         22,787,633       3  
                                     
Ratio Analysis                                    
Total revenue:                                    
Restaurant       81.2 %       81.3 %             79.5 %       79.2 %      
Retail       18.8         18.7               20.5         20.8        
Total revenue       100.0         100.0               100.0         100.0        
Cost of goods sold       29.9         31.0               31.0         32.3        
Gross profit       70.1         69.0               69.0         67.7        
Labor and other related expenses       37.4         38.6               37.8         38.7        
Other store operating expenses       19.1         17.7               18.2         17.8        
Impairment and store closing charges       0.1         0.4               0.1         0.1        
Store operating income       13.5         12.3               12.9         11.1        
General and administrative expenses       6.1         5.3               6.1         5.1        
Operating income       7.4         7.0               6.8         6.0        
Interest expense       1.9         2.0               2.0         2.2        
Pretax income       5.5         5.0               4.8         3.8        
Provision for income taxes       1.0         1.2               1.3         1.0        
Income from continuing operations       4.5         3.8               3.5         2.8        
Loss from discontinued operations, net of tax                                            
Net income       4.5 %       3.8 %             3.5 %       2.8 %      
 
CRACKER BARREL OLD COUNTRY STORE, INC.

CONDENSED CONSOLIDATED BALANCE SHEET

(Unaudited and in thousands, except share amounts)

 
      7/30/10     7/31/09
Assets            
Cash and cash equivalents     $ 47,700     $ 11,609
Inventories       144,079       137,424
Other current assets       44,480       49,292
Property and equipment, net       1,004,103       1,001,776
Other assets       51,705       45,080
Total assets     $ 1,292,067     $ 1,245,181
             
Liabilities and Shareholders’ Equity            
Accounts payable     $ 116,218     $ 92,168
Current liabilities       193,330       172,794
Long-term debt       573,744       638,040
Other long-term obligations       217,158       206,557
Shareholders’ equity       191,617       135,622
Total liabilities and shareholders’ equity     $ 1,292,067     $ 1,245,181
             
Common shares outstanding       22,732,781       22,722,685
 
CRACKER BARREL OLD COUNTRY STORE, INC.

CONDENSED CONSOLIDATED CASH FLOW STATEMENT

(Unaudited and in thousands)

 
      Twelve Months Ended
      7/30/10     7/31/09
Cash flows from continuing operations:            
Cash flows from operating activities:            
Net income     $ 85,258       $ 65,926  
Loss from discontinued operations, net of tax               31  
Depreciation and amortization       61,024         59,286  
Loss on disposition of property and equipment       4,697         4,421  
Impairment       2,672         2,088  
Share-based compensation, net of excess tax benefit       8,130         6,009  
(Increase) decrease in inventories       (6,655 )       18,530  
Increase (decrease) in accounts payable       24,050         (1,021 )
Net changes in other assets and liabilities       32,930         8,901  
Net cash provided by operating activities       212,106         164,171  
Cash flows from investing activities:            
Purchase of property and equipment, net of insurance recoveries       (69,891 )       (67,842 )
Proceeds from sale of property and equipment       265         58,755  
Net cash used in investing activities       (69,626 )       (9,087 )
Cash flows from financing activities:            
Net payments for credit facilities and other long-term obligations       (64,972 )       (142,330 )
Proceeds from exercise of share-based compensation awards       37,460         4,362  
Excess tax benefit from share-based compensation       5,063         937  
Purchase and retirement of common stock       (62,487 )        
Deferred financing costs       (2,908 )       (768 )
Dividends on common stock       (18,545 )       (17,607 )
Net cash used in financing activities       (106,389 )       (155,406 )
             
Cash flows from discontinued operations:            
Net cash used in operating activities of discontinued operations               (47 )
Net cash used in discontinued operations               (47 )
             
Net increase (decrease) in cash and cash equivalents       36,091         (369 )
Cash and cash equivalents, beginning of period       11,609         11,978  
Cash and cash equivalents, end of period     $ 47,700       $ 11,609  
 
CRACKER BARREL OLD COUNTRY STORE, INC.

Supplemental Information

(Unaudited)

 
      Fourth Quarter Ended     Twelve Months Ended
      7/30/10     7/31/09     7/30/10     7/31/09
                         
Units in operation:                        
Open at beginning of period       594       588         588       577  
Opened during period                     6       11  
Closed during period       1               1        
Open at end of period       593       588         593       588  
                         
Total revenue: (In thousands)                        
Restaurant     $ 497,586     $ 484,240       $ 1,911,664     $ 1,875,688  
Retail       114,897       111,363         492,851       491,597  
Total revenue     $ 612,483     $ 595,603       $ 2,404,515     $ 2,367,285  
                         
Operating weeks:       7,721       7,644         30,813       30,393  
                         
Average unit volume: (In thousands)                        
Restaurant     $ 837.8     $ 823.5       $ 3,226.1     $ 3,209.1  
Retail       193.4       189.4         831.8       841.1  
Total     $ 1,031.2     $ 1,012.9       $ 4,057.9     $ 4,050.2  
                         
                         
      Q4 2010 vs. Q4 2009     12 mo. 2010 vs. 12 mo. 2009
                   
Comparable store sales period to period increase (decrease):      
Restaurant     2.0%     0.8%
Retail     2.6%     (0.9)%
                         
Number of locations in comparable store base     580     569

Claim Jumper Restaurants, LLC (the “Company”), today announced that it has entered into an Asset Purchase Agreement (APA) with Private Capital Partners, an affiliate of Canyon Capital Advisors LLC (“Canyon Capital”), to sell substantially all of its assets and operations. The Company operates 45 Claim Jumper Restaurants in eight states. Canyon Capital is a leading alternative asset manager headquartered in Los Angeles, California with approximately $18 billion in assets under management. Private Capital Partners is an existing investor in the Company.

In accordance with the terms of this agreement and to facilitate the sale transaction, the Company and its subsidiary filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Court for the District of Delaware in Wilmington. Claim Jumper Restaurants is expected to emerge from Chapter 11 in approximately 60 to 75 days with new ownership and a significantly strengthened balance sheet. As a result of this transaction, the business will be adequately capitalized and debt-free.

“This transaction represents a great outcome for our company, our loyal guests, our employees and our valued business partners,” said Chief Executive Officer Mark Augarten. “We are excited about the prospect of quickly implementing the sale through the Chapter 11 process which will allow us to emerge within two months as a company with zero debt, thereby providing the recapitalized business with stability and greater financial flexibility to promote future growth and success.”

“Claim Jumper is one of America’s great restaurant chains with a long heritage in its communities, extremely loyal guests, and an exceptional employee base that is committed to providing service that is second to none,” said Private Capital Partners Principal Tom Barber. “We are excited about partnering with Claim Jumper management to build upon the success that the Company has enjoyed for more than 30 years.”

The Transaction will be Seamless for Guests and Employees

The Company said that it has a commitment by its existing lenders to provide debtor in possession financing and has more than adequate liquidity to meet all of its operating needs throughout the sale process.

The Company also emphasized that throughout the sale process and beyond, its restaurants will remain focused on providing guests with a warm and welcoming experience in which they can enjoy generous portions of the fresh, high-quality food they expect from Claim Jumper.

“Our operations will continue just as they always have during the sale process. Our restaurants will continue to serve our loyal guests generous portions of fresh American cuisine with a modern twist. We will continue to pay our valued employees as well as our vendors for post-petition purchases of goods and services in the normal course of business,” Mr. Augarten said. “It will be business as usual while we complete the sale transaction.”

The Sale Process

In conjunction with the Chapter 11 filing and as required under Section 363 of the Code, the Company also filed a motion for the establishment of bidding procedures to allow other qualified bidders to submit higher and better offers for its assets.

Piper Jaffray & Co. serves as exclusive financial advisor to Claim Jumper in its sale process and Milbank, Tweed, Hadley & McCoy serves as lead bankruptcy counsel.

For further information regarding the sale and Chapter 11 proceedings please visit www.ClaimJumperRestructures.com.

DineEquity, Inc. (NYSE: DIN), the parent company of Applebee’s Neighborhood Grill & Bar and IHOP Restaurants, announced today that it has commenced cash tender offers (the “Tender Offers”) for any and all of the outstanding principal amount of the following notes (collectively, the “Notes”):

  • (i) the Series 2007-1 Class A-2-II-A Fixed Rate Term Senior Notes with a legal maturity of December 2037 (the “Class A-2-II-A Notes”), and (ii) the Series 2007-1 Class A-2-II-X Fixed Rate Term Senior Notes with a legal maturity of December 2037 (the “Class A-2-II-X Notes” and, together with the Class A-2-II-A Notes, referred to as the “Applebee’s Notes”), each issued by Applebee’s Enterprises LLC, a Delaware limited liability company, Applebee’s IP LLC, a Delaware limited liability company, and certain other entities listed as co-issuers under the indenture governing the Applebee’s Notes (collectively referred to as the “Applebee’s Issuers”); and
  • (i) the Series 2007-1 Fixed Rate Term Notes with a legal maturity of March 2037 (the “IHOP 2007-1 Notes”), and (ii) the Series 2007-3 Notes with a legal maturity of December 2037 (the “IHOP 2007-3 Notes”), each issued by IHOP Franchising, LLC, a Delaware limited liability company, and IHOP IP, LLC, a Delaware limited liability company (collectively referred to as the “IHOP Issuers” and, together with the Applebee’s Issuers, referred to as the “Issuers”).

Concurrently with the tender offer for any and all of the IHOP 2007-3 Notes and in order to effect a proposed refinancing of the existing debt of DineEquity and its subsidiaries, DineEquity is also soliciting consents (the “Consent Solicitation”) to waive certain provisions to the indenture and related documents governing the IHOP 2007-3 Notes. DineEquity has received similar waivers from the series insurer and series controlling party under the indenture relating to each of the Applebee’s Notes, the IHOP 2007-1 Notes and the Series 2007-2 Variable Funding Notes with a legal maturity of March 2037 issued by the IHOP Issuers (the “IHOP 2007-2 Notes”). 

Subject to the terms and conditions of the respective Tender Offers and of the Consent Solicitation, DineEquity is offering to purchase each $1,000 principal amount of each class or series of the Notes validly tendered by holders for the consideration listed in the table below.

                     
                     
    Outstanding   Early    Tender Offer   Early    Total
    Principal   Tender    Consideration   Tender   Consideration
Notes   Amount   Deadline   (1)(2)   Premium (1)   (1)(2)(3)
Class       5:00 p.m., Eastern            
A-2-II-A   $599,039,417   Daylight Time, on   $985   $30   $1,015
 Notes       September 23, 2010            
Class       5:00 p.m., Eastern            
A-2-II-X   $366,072,307   Daylight Time, on   $985   $30   $1,015
 Notes       September 23, 2010            
IHOP       5:00 p.m., Eastern            
2007-1   $175,000,000   Daylight Time, on   $1,020   $30   $1,050
 Notes       September 23, 2010            
    Outstanding   Consent    Tender Offer    Consent   Total
    Principal   Payment   Consideration   Payment   Consideration
Notes   Amount   Deadline   (1)(2)   (1)   (1)(2)(4)
IHOP       5:00 p.m., Eastern            
2007-3   $245,000,000   Daylight Time, on   $1,045   $30   $1,075
 Notes       September 23, 2010            
 
(1) Per $1,000 principal amount of the Notes.
(2) Does not include accrued but unpaid interest that will be paid on the Notes validly tendered and not validly withdrawn and accepted for purchase.
(3) If the Applebee’s Notes or the IHOP 2007-1 Notes are validly tendered and not validly withdrawn prior to September 23, 2010 and accepted for purchase.
(4) If the IHOP 2007-3 Notes are validly tendered and not validly withdrawn prior to September 23, 2010 and accepted for purchase.
   
   

Holders of each class or series of the Notes who tender after 5:00 p.m., Eastern Daylight Time on September 23, 2010 but prior to the expiration of the Tender Offers and the Consent Solicitation, will receive only the tender offer consideration, excluding any early tender premium or any consent payment as described above. The Tender Offers and the Consent Solicitation are scheduled to expire at 5:00 p.m., Eastern Daylight Time, on October 8, 2010, unless extended or earlier terminated by DineEquity.

Holders of the Notes will be entitled to withdraw their tendered Notes and, solely with respect to the holders of the IHOP 2007-3 Notes, revoke their consents in connection with the Consent Solicitation, as applicable, only prior to 5:00 p.m., Eastern Daylight Time, on September 23, 2010, and not thereafter, unless extended by DineEquity.

The Tender Offers and the Consent Solicitation are being conducted in order to effect a proposed refinancing of the existing debt of DineEquity and its subsidiaries. Following the consummation of the Tender Offers and the Consent Solicitation, DineEquity intends to (i) satisfy and discharge each of the indentures governing the Notes and all other securitization notes of the Issuers that are currently outstanding and (ii) redeem or prepay, as applicable, all of the Notes then outstanding (that have not been purchased pursuant to the Tender Offers), the aggregate principal amount outstanding of the IHOP 2007-2 Notes and the Series 2007-1 Advance Notes, Class A-1-A and Series 2007-1 Advance Notes, Class A-1-X, each issued by the Applebee’s Issuers, on October 20, 2010 or the 20th day of a subsequent month as designated by the applicable Issuers, as further described in the offering materials. 

The Tender Offers and the Consent Solicitation are subject to certain conditions, including (i) the arrangement of new debt financing to fund the Tender Offers and the Consent Solicitation and the related transactions, (ii) the consummation of the tender offers for each of the classes or series of Notes, (iii) receipt of valid tenders of at least a minimum principal amount of Notes as set forth in the applicable Offer to Purchase, with respect to the Applebee’s Notes and the IHOP 2007-1 Notes, and the Offer to Purchase and Consent Solicitation Statement, with respect to the IHOP 2007-3 Notes, (iv) solely with respect to the IHOP 2007-3 Notes, receipt of valid tenders of IHOP 2007-3 Notes and deliveries of related consents from holders of more than 50% of the aggregate outstanding principal amount of the IHOP 2007-3 Notes (excluding any IHOP 2007-3 Notes owned by the Issuers or any other obligor upon the IHOP 2007-3 Notes or any affiliate of any of them and any IHOP 2007-3 Notes held in any accounts with respect to which International House of Pancakes, Inc. or any affiliate thereof exercises discretionary voting authority), and (v) other customary conditions.

Barclays Capital and Goldman, Sachs & Co. are acting as the joint dealer managers and, solely with respect to the IHOP 2007-3 Notes, as the joint solicitation agents; Global Bondholder Services Corporation is acting as the information agent; and Wells Fargo Bank, National Association is acting as depositary in connection with the Tender Offers and the Consent Solicitation. Copies of the materials relating to the Tender Offers and the Consent Solicitation may be obtained from the information agent at (866) 470-4300 (toll free) or (212) 430-3774. Additional information concerning the terms of the Tender Offers and the Consent Solicitation may be obtained by contacting Barclays Capital at (800) 438-3242 (U.S. toll free) or (212) 528-7581 (collect) or Goldman, Sachs & Co. at (800) 828-3182 (U.S. toll free) or (212) 902-5128 (collect).

This news release is for informational purposes only shall not constitute an offer to purchase or the solicitation of an offer to sell or a solicitation of consents with respect to the Notes. The Tender Offers and the Consent Solicitation may only be made in accordance with the terms of and subject to the conditions specified in the applicable Offer to Purchase and related Letter of Transmittal, with respect to the Applebee’s Notes and the IHOP 2007-1 Notes, and the Offer to Purchase and Consent Solicitation Statement and the related Consent and Letter of Transmittal, with respect to the IHOP 2007-3 Notes, each dated September 10, 2010, which more fully set forth the terms and conditions of each tender offer and of the Consent Solicitation, as applicable. The Tender Offers and the Consent Solicitation are not being made to the holders of the Notes in any jurisdiction where the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

About DineEquity, Inc.

Based in Glendale, California, DineEquity, Inc., through its subsidiaries, franchises and operates restaurants under the Applebee’s Neighborhood Grill & Bar and IHOP brands. With nearly 3,500 restaurants combined, DineEquity is the largest full-service restaurant company in the world. For more information on DineEquity, visit the Company’s Web site located at www.dineequity.com.

Forward-Looking Statements

There are forward-looking statements contained in this news release. They use such words as “may,” “will,” “expect,” “believe,” “plan,” or other similar terminology. These statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results to be materially different than those expressed or implied in such statements. These factors include, but are not limited to: the implementation of DineEquity, Inc.’s (the “Company”) strategic growth plan; the availability of suitable locations and terms for sites designated for development; the ability of franchise developers to fulfill their commitments to build new restaurants in the numbers and time frames covered by their development agreements; legislation and government regulation including the ability to obtain satisfactory regulatory approvals; risks associated with the Company’s indebtedness; conditions beyond the Company’s control such as weather, natural disasters, disease outbreaks, epidemics or pandemics impacting the Company’s customers or food supplies, or acts of war or terrorism; availability and cost of materials and labor; cost and availability of capital; competition; potential litigation and associated costs; continuing acceptance of the International House of Pancakes (“IHOP”) and Applebee’s brands and concepts by guests and franchisees; the Company’s overall marketing, operational and financial performance; economic and political conditions; adoption of new, or changes in, accounting policies and practices; and other factors discussed from time to time in the Company’s news releases, public statements and/or filings with the Securities and Exchange Commission, especially the “Risk Factors” sections of Annual and Quarterly Reports on Forms 10-K and 10-Q. Forward-looking information is provided by the Company pursuant to the safe harbor established under the Private Securities Litigation Reform Act of 1995 and should be evaluated in the context of these factors. In addition, the Company disclaims any intent or obligation to update these forward-looking statements.

Denny’s Corporation (NASDAQ: DENN) today announced that Denny’s Holdings, Inc. (“Denny’s Holdings”), a wholly-owned subsidiary of Denny’s Corporation, has commenced an offer to purchase for cash (the “Tender Offer”) any and all of its outstanding 10% Senior Notes due 2012 (the “Notes”) (CUSIP No. 24869QAB8), which Notes are guaranteed by Denny’s Corporation, and a solicitation of consents (the “Consent Solicitation”) relating to the Notes (the Tender Offer and the Consent Solicitation, collectively, the “Offer”). Currently, $175 million aggregate principal amount of the Notes are outstanding. In conjunction with the Offer, Denny’s Holdings, on behalf of itself and Denny’s Corporation, is also soliciting consents to the adoption of proposed amendments to the Indenture (as defined below) governing the Notes and to the execution of a supplemental indenture effecting the proposed amendments. The terms and conditions of the Offer, including, but not limited to, a Financing Condition (as defined below) for the transaction, are set forth in the Offer to Purchase and Consent Solicitation Statement dated September 9, 2010 (the “Offer to Purchase”) and the related Consent and Letter of Transmittal (the “Letter of Transmittal”).

The “Total Consideration” for each $1,000 principal amount of the Notes validly tendered and not withdrawn on or before 5:00 p.m., New York City time on September 22, 2010 (the “Consent Date”) and accepted for purchase will be $1,002.50, which includes a consent payment of $10.00 per $1,000 principal amount of Notes. The “Tender Offer Consideration” for each $1,000 principal amount of the Notes validly tendered after the Consent Date and on or before the Expiration Time (as defined below) and accepted for purchase will be $992.50. In addition to the Total Consideration or Tender Offer Consideration, as the case may be, payable in respect of Notes accepted for purchase, Holders will receive accrued and unpaid interest on their purchased Notes up to, but not including, the date of payment for purchased Notes. The Offer is scheduled to expire at 11:59 p.m., New York City time, on October 6, 2010 (the “Expiration Time”), unless extended.

Notes tendered on or before the Consent Date may be validly withdrawn at any time on or before 5:00 p.m., New York City time, on September 22, 2010 (the “Withdrawal Time”) and Notes tendered after the Withdrawal Time may not be withdrawn unless required by law. In addition, we may, in our discretion, extend the Expiration Time, the Withdrawal Time or the Consent Date for any other reason.

Denny’s Holdings expects to make payments with respect to any Notes tendered and not withdrawn prior to the Consent Date on the initial settlement date (“Initial Settlement Date”), which is expected to be on or about September 30, 2010, assuming the conditions specified in the Offer to Purchase are satisfied. Denny’s Holdings expects to make payments with respect to any Notes tendered after the Consent Date on the final settlement date, which is expected to be promptly following the Expiration Time.

Pursuant to the Consent Solicitation, we are soliciting from registered holders of Notes consents to proposed amendments to the indenture pursuant to which the Notes were issued (the “Indenture”), as described in the Offer to Purchase. If the required consents are obtained in the Consent Solicitation and the proposed amendments become operative, the proposed amendments would eliminate substantially all of the restrictive covenants and certain events of default contained in the Indenture. Denny’s Holdings and Denny’s Corporation intend to execute the supplemental indenture effecting the proposed amendments immediately following the Consent Date, provided the requisite consents have been received.

The Offer is part of a larger refinancing of the Company’s outstanding indebtedness. The Company also intends to enter into a new senior secured credit facility (the “New Credit Facility”), which it expects to be for an aggregate of approximately $300 million, of which approximately $250 million is expected to be a six-year term loan facility and $50 million is expected to be a five-year revolving credit facility, which will also be available for the issuance of letters of credit. The “Financing Condition” means that the New Credit Facility has been consummated.

The Offer is subject to the general conditions set forth in the Offer to Purchase and to the Financing Condition. The Offer is also subject to the adoption of the proposed amendments to the Indenture. If the requisite consents are not obtained and the proposed amendments do not become operative, but the Financing Condition is satisfied, the Company may terminate the Offer (without accepting or paying for any Notes tendered therein) among other options outlined in the Offer to Purchase.

Beginning October 1, 2010, the Notes will be redeemable at a redemption price of 100% of the principal amount thereof, plus accrued and unpaid interest to, but not including, the redemption date. Upon satisfaction of the Financing Condition and the purchase of tendered Notes pursuant to the Offer on the Initial Settlement Date, Denny’s Holdings intends to give a notice of redemption pursuant the Indenture providing that it will redeem all Notes not purchased in the Offer at a redemption price of 100% of the principal amount thereof, plus accrued and unpaid interest to, but not including, the redemption date.

This press release is neither an offer to purchase, nor a solicitation for acceptance of an offer to sell, the Notes. Denny’s Holdings is making the Offer only by, and pursuant to the terms of, the Offer to Purchase and the related Letter of Transmittal. The complete terms and conditions of the Offer are set forth in the Offer to Purchase and the Letter of Transmittal that are being sent to holders of Notes. Holders are urged to read these documents carefully when they become available. Copies of the Offer to Purchase and Letter of the Transmittal may be obtained from the Information Agent for the Offer, Global Bondholder Services Corporation, at 866-952-2200 (US toll-free) and 212-430-3774 (collect).

BofA Merrill Lynch and Wells Fargo Securities are acting as exclusive Dealer Managers and Solicitation Agents for the Offer. Questions regarding the Offer may be directed to BofA Merrill Lynch at 888-292-0070 (toll-free) and 646-855-3401 (collect) and Wells Fargo Securities at 866-309-6316 (toll-free) and 704-715-8341 (collect).

The Offer is not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Offer to be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of Denny’s Holdings by the dealer manager, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

McDonald’s Corporation today announced global comparable sales growth of 4.9% in August. Performance by segment was as follows:

  • U.S. up 4.6%
  • Europe up 2.2%
  • Asia/Pacific, Middle East and Africa up 7.8%

“Giving our customers a unique balance of food and beverage choices is driving performance in every area of the world,” said McDonald’s Chief Executive Officer Jim Skinner.  “We’re offering new menu items and classic favorites, including premium and value selections, all for our customers to enjoy in our convenient, contemporary restaurants.  We intend to continue our momentum by further enhancing the McDonald’s experience and giving customers even more reasons to visit.”

U.S. comparable sales increased 4.6% for the month.  The ongoing appeal of the McCafe Real Fruit Smoothies and Frappes, complemented by McDonald’s everyday affordability and core menu options, drove the month’s performance.

In Europe, comparable sales rose 2.2% in August due to strong performance in the U.K. and Russia, slightly offset by France.  Relevant limited-time food offerings, including the summer barbeque food event in the U.K., were key sales drivers for the month.  

Comparable sales in Asia/Pacific, Middle East and Africa rose 7.8%, fueled by sales growth in Japan, China and Australia.  Locally-relevant menu items, daypart value options and convenience drove APMEA’s growth.

Systemwide sales increased 4.7%, or 6.2% in constant currencies, for the month.  

Percent Increase/(Decrease)        Comparable        Systemwide Sales
                                     Sales               As  Constant
Month ended August 31,            2010    2009     Reported  Currency
---------------------------------------------------------------------
McDonald's Corporation             4.9     2.2          4.7       6.2
Major Segments:
  U.S.                             4.6     1.7          5.2       5.2
  Europe                           2.2     3.5         (3.3)      4.5
  APMEA*                           7.8    (0.5)        16.1       8.5
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Year-To-Date August 31,
---------------------------------------------------------------------
McDonald's Corporation             4.9     4.2          7.7       6.4
Major Segments:
  U.S.                             3.3     3.5          3.9       3.9
  Europe                           4.8     5.2          5.5       7.1
  APMEA*                           6.2     3.8         16.6       8.2
---------------------------------------------------------------------
    * Asia/Pacific, Middle East and Africa

Definitions

  • Comparable sales represent sales at all restaurants in operation at least thirteen months including those temporarily closed, excluding the impact of currency translation. Some of the reasons restaurants may be temporarily closed include reimaging or remodeling, rebuilding, road construction and natural disasters. Management reviews the increase or decrease in comparable sales compared with the same period in the prior year to assess business trends.
  • Constant currency results exclude the effects of currency translation and are calculated by translating current year results at prior year average exchange rates.
  • Systemwide sales include sales at all restaurants, whether operated by the Company or by franchisees. While franchised sales are not recorded as revenues by the Company, management believes the information is important in understanding the Company’s financial performance because these sales are the basis on which the Company calculates and records franchised revenues and are indicative of the financial health of the franchisee base.
  • The number of weekdays and weekend days can impact our reported comparable sales. In August 2010, this calendar shift/trading day adjustment consisted of one less Saturday and one more Tuesday compared with August 2009. The resulting adjustment varied by area of the world, ranging from approximately -0.6% to -1.2%.  In addition, the timing of holidays can impact comparable sales.