<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the quarterly period ended August 14, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
for the transition period from ____________ to ____________
Commission file number 1-13192
CKE RESTAURANTS, INC.
-------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 33-0602639
--------------------------------------------------------------------------------
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
401 W. Carl Karcher Way, Anaheim, CA 92801
--------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (714) 774-5796
Indicate by checkmark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
As of September 14, 2000, 50,501,421 shares of the
Registrant's Common Stock were outstanding.
<PAGE> 2
CKE RESTAURANTS, INC. AND SUBSIDIARIES
INDEX
<TABLE>
<CAPTION>
Page
----
<S> <C>
Part I. Financial Information
Item 1. Consolidated Financial Statements:
Consolidated Balance Sheets as of August 14, 2000 and January 31, 2000.......... 2
Consolidated Statements of Operations for the twelve and twenty-eight weeks
ended August 14, 2000 and August 9, 1999.................................... 3
Consolidated Statements of Cash Flows for the twenty-eight weeks ended
August 14, 2000 and August 9, 1999.......................................... 4
Notes to Consolidated Financial Statements...................................... 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.................................... 10
Item 3. Quantitative and Qualitative Disclosures about Market Risk............... 15
Part II. Other Information
Item 4. Submission of Matters to a Vote of Security Holders....................... 16
Item 6. Exhibits and Reports on Form 8-K.......................................... 17
</TABLE>
1
<PAGE> 3
PART 1. FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
CKE RESTAURANTS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands)
<TABLE>
<CAPTION>
(Unaudited)
August 14, January 31,
2000 2000
----------- -----------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 24,834 $ 36,505
Accounts receivable, net 54,024 42,928
Related party receivables 4,389 5,006
Inventories 23,313 26,463
Prepaid expenses 14,149 14,717
Other current assets 1,903 2,454
----------- -----------
Total current assets 122,612 128,073
Property and equipment, net 971,188 1,051,480
Property under capital leases, net 80,017 84,482
Long-term investments 5,796 3,002
Notes receivable 15,177 7,383
Related party receivables -- 583
Deferred income taxes, net 15,006 15,006
Costs in excess of assets acquired, net 240,012 243,304
Other assets 32,624 35,201
----------- -----------
$ 1,482,432 $ 1,568,514
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 253,470 $ 5,532
Current portion of capital lease obligations 9,979 9,603
Accounts payable 71,617 99,204
Other current liabilities 84,899 97,582
----------- -----------
Total current liabilities 419,965 211,921
----------- -----------
Long-term debt 5,627 274,996
Senior subordinated notes 200,000 200,000
Convertible subordinated notes 159,225 159,225
Capital lease obligations 87,156 92,063
Other long-term liabilities 83,167 84,552
Stockholders' equity:
Preferred stock, $.01 par value; authorized
5,000,000 shares; none issued or outstanding -- --
Common stock, $.01 par value; authorized
100,000,000 shares; issued and outstanding
52,086,421 shares 521 521
Additional paid-in capital 383,016 383,016
Retained earnings 154,161 172,626
Treasury stock, at cost, 1,585,000 shares (10,406) (10,406)
----------- -----------
Total stockholders' equity 527,292 545,757
----------- -----------
$ 1,482,432 $ 1,568,514
=========== ===========
</TABLE>
See Accompanying Notes to Consolidated Financial Statements.
2
<PAGE> 4
CKE RESTAURANTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands except per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
Twelve Weeks Ended Twenty-eight Weeks Ended
--------------------------- ---------------------------
August 14, August 9, August 14, August 9,
2000 1999 2000 1999
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Revenues:
Company-operated restaurants $ 386,851 $ 423,424 $ 914,225 $ 970,168
Franchised and licensed restaurants and other 51,645 41,835 108,601 90,814
----------- ----------- ----------- -----------
Total revenues 438,496 465,259 1,022,826 1,060,982
----------- ----------- ----------- -----------
Operating costs and expenses:
Restaurant operations:
Food and packaging 120,825 126,498 283,343 290,230
Payroll and other employee benefits 123,699 132,295 289,262 297,874
Occupancy and other operating expenses 91,060 84,180 207,903 195,015
----------- ----------- ----------- -----------
335,584 342,973 780,508 783,119
Franchised and licensed restaurants and other 35,816 31,197 79,568 66,725
Advertising expenses 23,362 28,614 57,035 61,293
General and administrative expenses 32,953 31,328 78,630 71,093
----------- ----------- ----------- -----------
Total operating costs and expenses 427,715 434,112 995,741 982,230
----------- ----------- ----------- -----------
Operating income 10,781 31,147 27,085 78,752
Interest expense (16,550) (13,492) (37,245) (29,170)
Other expense, net (16,988) (811) (16,558) (1,077)
----------- ----------- ----------- -----------
Income (loss) before income taxes and extraordinary item (22,757) 16,844 (26,718) 48,505
Income tax expense (benefit) (8,827) 6,546 (10,337) 19,077
----------- ----------- ----------- -----------
Income (loss) before extraordinary item (13,930) 10,298 (16,381) 29,428
Extraordinary item - gain on early retirement of
debt, net of applicable income taxes of $186 -- -- -- 290
----------- ----------- ----------- -----------
Net income (loss) $ (13,930) $ 10,298 $ (16,381) $ 29,718
=========== =========== =========== ===========
Basic income (loss) per share before extraordinary item $ (0.28) $ 0.20 $ (0.32) $ 0.56
Extraordinary item - gain on early retirement of
debt, net of income taxes - basic -- -- -- .01
----------- ----------- ----------- -----------
Net income (loss) per share - basic $ (0.28) $ 0.20 $ (0.32) $ 0.57
----------- ----------- ----------- -----------
Weighted average shares outstanding - basic 50,501 52,009 50,501 51,934
=========== =========== =========== ===========
Diluted income (loss) per share before extraordinary item $ (0.28) $ 0.20 $ (0.32) $ 0.56
Extraordinary item - gain on early retirement of
debt, net of applicable taxes - diluted -- -- -- .01
----------- ----------- ----------- -----------
Net income (loss) per share - diluted $ (0.28) $ 0.20 $ (0.32) $ 0.57
----------- ----------- ----------- -----------
Weighted average shares outstanding - diluted 50,501 56,186 50,501 56,263
=========== =========== =========== ===========
</TABLE>
See Accompanying Notes to Consolidated Financial Statements.
3
<PAGE> 5
CKE RESTAURANTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
Twenty-eight Weeks Ended
-------------------------
August 14, August 9,
2000 1999
---------- ---------
<S> <C> <C>
Net cash flow from operating activities:
Net income (loss) $ (16,381) $ 29,718
Adjustments to reconcile net income to net cash provided by
operating activities, excluding the effect of acquisitions and dispositions:
Extraordinary gain on early retirement of debt -- (476)
Depreciation and amortization 61,687 50,674
Loss on sale of property and equipment and capital leases 20,562 2,133
Noncash litigation settlement -- 722
Net noncash investment and dividend income -- (140)
Loss (gain) on noncurrent asset and liability transactions (399) 555
Net change in receivables, inventories and other
current assets and prepaid expenses (12,797) (6,025)
Net change in accounts payable and other current liabilities (35,429) (20,513)
--------- ---------
Net cash provided by operating activities 17,243 56,648
--------- ---------
Cash flow from investing activities:
Purchases of:
Property and equipment (58,047) (126,169)
Long term investments (2,782) --
Proceeds from sale of property and equipment 66,709 9,948
Increase in notes receivable and related party receivables (10,593) (737)
Collections on notes receivable and related party receivables 10,356 1,757
Net change in other assets 1,581 (1,638)
Acquisitions, net of cash acquired -- (1,303)
--------- ---------
Net cash provided by (used in) investing activities 7,224 (118,142)
--------- ---------
Cash flow from financing activities:
Net change in bank overdraft (4,841) 15,973
Long-term borrowings 177,000 274,000
Repayments of long-term debt (198,431) (215,004)
Repayments of capital lease obligations (5,493) (3,744)
Deferred financing costs (904) (10,686)
Net change in other long-term liabilities (1,385) (1,179)
Payment of dividends (2,084) (2,074)
Exercise of stock options -- 1,459
--------- ---------
Net cash provided by (used in) financing activities (36,138) 58,745
--------- ---------
Net decrease in cash and cash equivalents (11,671) (2,749)
Cash and cash equivalents at beginning of period 36,505 46,297
--------- ---------
Cash and cash equivalents at end of period $ 24,834 $ 43,548
========= =========
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ 37,052 $ 22,862
Income taxes -- 14,786
</TABLE>
See Accompanying Notes to Consolidated Financial Statements.
4
<PAGE> 6
CKE RESTAURANTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AUGUST 14, 2000 AND AUGUST 9, 1999
NOTE (A) BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements include the
accounts of CKE Restaurants, Inc. and its consolidated wholly-owned subsidiaries
(the "Company" or "CKE") and have been prepared in accordance with generally
accepted accounting principles, the instructions to Form 10-Q, and Article 10 of
Regulation S-X. These statements should be read in conjunction with the audited
consolidated financial statements presented in the Company's 2000 Annual Report
to Stockholders. In the opinion of management, all adjustments, consisting of
normal recurring accruals, necessary for a fair presentation of financial
position and results of operations for the interim periods presented have been
reflected herein. The results of operations for such interim periods are not
necessarily indicative of results to be expected for the full year or for any
other future periods.
NOTE (B) LONG TERM DEBT
The Company's senior credit facility, as amended, consists of a $400.0
million revolving credit facility and includes a $75.0 million letter of credit
sub-facility and has a maturity date of February 2004. The facility has since
been reduced, pursuant to asset sales, to approximately $312.0 million as of
August 14, 2000.
The senior credit facility contains a number of significant covenants
that, among other things, (i) restrict the ability of the Company and its
subsidiaries to incur additional indebtedness and incur liens on their assets,
in each case subject to specified exceptions, (ii) impose specified financial
tests as a precondition to the Company's and its subsidiaries' acquisition of
other businesses and (iii) limit the Company and its subsidiaries from making
capital expenditures and certain restricted payments (including dividends and
repurchases of stock), subject in certain circumstances to specified financial
tests. In addition, the Company is required to comply with specified financial
ratios and tests, including minimum EBITDA requirements, minimum interest
coverage and fixed charge coverage ratios, minimum consolidated tangible net
worth requirements and maximum leverage ratios.
In April 2000, the Company amended its senior credit facility effective
January 31, 2000, to amend certain of the covenants contained therein and then
further amended the credit facility effective August 14, 2000. The amended
senior credit facility provides that the revolving commitments thereunder shall
be reduced by the entire net proceeds from the sale of any of the Company's
restaurants. The senior credit facility, as amended, also prohibits the Company
from purchasing shares of its common stock, purchasing its senior subordinated
notes or convertible notes, from prepaying subordinated indebtedness and from
paying cash dividends. In addition, capital expenditures were reduced and
construction of new restaurants is limited to construction already begun or
committed to begin. The final maturity date remains unchanged; however, the
interest rate payable on outstanding borrowings was increased. Failure to
complete an asset sale or sales aggregating $150.0 million in net proceeds by
the end of October 2000 will result in a further increase in the interest rate
until such sales are completed.
As of August 14, 2000, the Company was not in compliance with certain
covenants governing its senior credit facility. The Company has received a
waiver of this non-compliance through January 29, 2001. It is the Company's
intention to repay outstanding borrowings on its senior credit facility with the
net proceeds from its asset sales during the next twelve months. Accordingly,
the total amount outstanding under the senior credit facility of $248 million as
of August 14, 2000 has been classified as a current liability on the
consolidated balance sheet. As of August 14, 2000, the Company had $14.7 million
of borrowings available under its senior credit facility. In the event the
senior credit facility is declared accelerated, the senior subordinated notes
and the convertible subordinated notes may also become accelerated under certain
circumstances and after all cure periods have expired.
5
<PAGE> 7
CKE RESTAURANTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AUGUST 14, 2000 AND AUGUST 9, 1999
(Continued)
NOTE (C) SENIOR SUBORDINATED NOTES
On March 4, 1999, the Company completed a private placement of $200.0
million aggregate principal amount of senior subordinated notes, in which the
Company received net proceeds of approximately $194.8 million, of which $190.0
million was used to repay indebtedness under the senior credit facility. The
senior subordinated notes are due in May 2009, carry a 9.125% coupon rate,
payable semi-annually, and are redeemable by the Company beginning on May 1,
2004. The indenture relating to the senior subordinated notes imposes
restrictions on the Company's ability (and the ability of its subsidiaries) to
incur additional indebtedness, pay dividends on, redeem or repurchase its
capital stock, make investments, incur liens on its assets, sell assets other
than in the ordinary course of business, and enter into certain transactions
with its affiliates. The senior subordinated notes represent unsecured general
obligations subordinate in right of payment to the Company's senior indebtedness
including its senior credit facility.
The Company's senior credit facility is guaranteed on a secured basis by
the Company's direct and indirect subsidiaries (the "Subsidiary Guarantors"),
other than non-guarantor subsidiaries which conduct no material operations, have
no significant assets on a consolidated basis and account for only an
insignificant share of the Company's consolidated revenues. Each of the
Subsidiary Guarantors also fully and unconditionally guarantees the Company's
9.125% senior subordinated notes due 2009 on a joint and several basis.
NOTE (D) CONVERTIBLE SUBORDINATED NOTES
During the first quarter of fiscal 2000, the Company repurchased $3.0
million aggregate principal amount of convertible subordinated notes for $2.5
million in cash, including accrued interest thereon. The Company recognized an
extraordinary gain on the early retirement of debt of $0.3 million, net of
applicable income taxes of $0.2 million. To date, the Company has repurchased a
total of $38.0 million aggregate principal amount of convertible subordinated
notes.
6
<PAGE> 8
CKE RESTAURANTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AUGUST 14, 2000 AND AUGUST 9, 1999
(Continued)
NOTE (E) EARNINGS (LOSS) PER SHARE
The Company presents "basic" earnings (loss) per share which represents net
earnings (loss) divided by the weighted average shares outstanding excluding all
potentially dilutive common shares and "diluted" earnings (loss) per share
reflecting the dilutive effect of all potentially dilutive common shares. The
following table illustrates the computation of basic and diluted earnings (loss)
per share:
<TABLE>
<CAPTION>
(In thousands except per share amounts)
Twelve Weeks Ended Twenty-eight Weeks Ended
------------------------- -------------------------
August 14, August 9, August 14, August 9,
2000 1999 2000 1999
---------- --------- ---------- ---------
<S> <C> <C> <C> <C>
Basic Earnings (Loss) Per Share
Income (loss) before extraordinary item $(13,930) $ 10,298 $(16,381) $ 29,428
Extraordinary item - gain on early retirement of debt,
net of applicable income taxes of $186 -- -- -- 290
-------- -------- -------- --------
Net income (loss) $(13,930) $ 10,298 $(16,381) $ 29,718
======== ======== ======== ========
Weighted average number of common shares outstanding
during the period 50,501 52,009 50,501 51,934
======== ======== ======== ========
Basic income (loss) per share before extraordinary item $ (0.28) $ 0.20 $ (0.32) $ 0.56
Extraordinary item - gain on early retirement of debt,
net of applicable income taxes - basic -- -- -- 0.01
-------- -------- -------- --------
Net income (loss) per share - basic $ (0.28) $ 0.20 $ (0.32) $ 0.57
======== ======== ======== ========
Diluted Earnings (Loss) Per Share
Income (loss) before extraordinary item $(13,930) $ 10,298 $(16,381) $ 29,428
Interest expense and amortization of debt issuance costs,
net of income tax effect applicable to convertible
subordinated notes -- 1,049 -- 2,464
-------- -------- -------- --------
Diluted income (loss) before extraordinary item (13,930) 11,347 (16,381) 31,892
Extraordinary item - gain on early retirement of debt, net of
applicable income taxes of $186 -- -- -- 290
-------- -------- -------- --------
Diluted net income (loss) $(13,930) $ 11,347 $(16,381) $ 32,182
======== ======== ======== ========
Weighted average number of common shares outstanding
during the period 50,501 52,009 50,501 51,934
Incremental common shares attributable to:
Exercise of outstanding options -- 544 -- 691
Conversion of convertible subordinated notes -- 3,633 -- 3,638
-------- -------- -------- --------
Total shares 50,501 56,186 50,501 56,263
======== ======== ======== ========
Diluted net income (loss) per share before extraordinary item (0.28) 0.20 (0.32) 0.56
Extraordinary item - gain on early retirement of debt,
net of applicable income taxes - diluted -- -- -- 0.01
-------- -------- -------- --------
Net income (loss) per share - diluted $ (0.28) $ 0.20 $ (0.32) $ 0.57
======== ======== ======== ========
</TABLE>
7
<PAGE> 9
CKE RESTAURANTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AUGUST 14, 2000 AND AUGUST 9, 1999
(Continued)
For the 12-week periods ended August 14, 2000 and August 9, 1999, 7.0
million shares and 6.4 million shares, respectively, relating to the possible
exercise of outstanding stock options, and for the 12-week period ended August
14, 2000, 3.6 million shares issuable upon conversion of convertible
subordinated notes, were not included in the computation of diluted earnings
(loss) per share as their effect would have been anti-dilutive.
For the 28-week periods ended August 14, 2000 and August 9, 1999, 7.0
million shares and 6.2 million shares, respectively, relating to the possible
exercise of outstanding stock options, and for the 28-week period ended August
14, 2000, 3.6 million shares issuable upon conversion of convertible
subordinated notes, were not included in the computation of diluted earnings
(loss) per share as their effect would have been anti-dilutive.
NOTE (F) SEGMENT INFORMATION
The Company is engaged principally in developing, operating and
franchising its Carl's Jr., Hardee's and Taco Bueno quick-service restaurants,
each of which are considered strategic businesses that are managed and evaluated
separately. As such, the Company considers its Carl's Jr., Hardee's and Taco
Bueno chains to each be a reportable segment. Management evaluates the
performance of its segments and allocates resources to them based on several
factors, of which the primary financial measure is segment operating income or
loss. The accounting policies of the segments are the same as those described in
the summary of significant accounting policies in Note 1 of Notes to
Consolidated Financial Statements for the fiscal year ended January 31, 2000.
Summarized financial information concerning the Company's reportable
segments is shown in the following table. The "other" column includes corporate
related items, results of insignificant operations and, as it relates to segment
operating income or loss, income and expense not allocated to reportable
segments.
<TABLE>
<CAPTION>
TWELVE WEEKS ENDED
------------------
CARL'S JR. HARDEE'S TACO BUENO OTHER TOTAL
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
AUGUST 14, 2000:
Revenues ................................... $ 174,497 $ 237,985 $ 23,117 $ 2,897 $ 438,496
Segment operating income (loss) ............ 12,661 (26) 1,704 (3,558) 10,781
Capital expenditures ....................... 12,798 10,634 1,310 2,283 27,025
Depreciation and amortization .............. 6,491 15,197 1,053 3,119 25,860
AUGUST 9, 1999:
Revenues ................................... $ 162,740 $ 278,207 $ 21,245 $ 3,067 $ 465,259
Segment operating income (loss) ............ 17,974 13,835 2,001 (2,663) 31,147
Capital expenditures ....................... 13,788 35,953 4,936 4,309 58,986
Depreciation and amortization .............. 5,570 14,028 924 2,229 22,751
</TABLE>
8
<PAGE> 10
CKE RESTAURANTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AUGUST 14, 2000 AND AUGUST 9, 1999
(Continued)
<TABLE>
<CAPTION>
TWENTY-EIGHT WEEKS ENDED
------------------------
CARL'S JR. HARDEE'S TACO BUENO OTHER TOTAL
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
AUGUST 14, 2000:
Revenues ................................... $ 399,212 $ 563,668 $ 53,388 $ 6,558 $ 1,022,826
Segment operating income (loss) ............ 30,056 1,027 3,757 (7,755) 27,085
Capital expenditures ....................... 27,112 20,271 5,369 5,295 58,047
Depreciation and amortization .............. 15,043 37,403 2,416 6,825 61,687
Total assets ............................... 372,654 1,011,540 81,723 16,515 1,482,432
AUGUST 9, 1999:
Revenues ................................... $ 370,591 $ 634,437 $ 48,861 $ 7,093 $ 1,060,982
Segment operating income (loss) ............ 41,060 39,615 5,273 (7,196) 78,752
Capital expenditures ....................... 22,975 83,135 10,354 9,705 126,169
Depreciation and amortization .............. 13,355 31,247 1,946 4,126 50,674
Total assets (as of January 31, 2000) ...... 383,124 1,089,867 77,507 18,016 1,568,514
</TABLE>
NOTE (G) STOCK REPURCHASES
During the third quarter of fiscal 2000, the Company's Board of
Directors authorized the re-purchase of up to five million shares of the
Company's common stock on the public market. As of August 14, 2000, the Company
had repurchased 1,585,000 shares of common stock for $10.4 million, at an
average price of $6.53 per share. These shares are reflected as treasury stock
on the consolidated balance sheet as of August 14, 2000.
NOTE (H) RECENT DEVELOPMENTS
In the fourth quarter of fiscal 2000, the Company recorded a store
closure accrual at Hardee's of $16.3 million for 105 Hardee's restaurants to be
closed during fiscal 2001. The store closure accrual relates primarily to the
net present value of any remaining lease obligations after the expected closure
date, net of estimated sublease income. Through the second quarter, the Company
has utilized $0.5 million of this accrual. As of August 14, 2000, approximately
$15.8 million remained accrued for the store closure accrual.
Through the second quarter, the Company has completed the sale of 191
Hardee's restaurants, generating net cash proceeds of approximately $55.1
million. In addition, the Company has completed the sale of nine Carl's Jr.
restaurants during the current fiscal year, generating net cash proceeds of
approximately $5.2 million. The Company also has entered into a letter of intent
to sell its Taco Bueno chain for an amount in excess of $90 million.
On September 7, 2000, the Company announced the resignation of C. Thomas
Thompson as President and Chief Executive Officer and the appointment of Andrew
F. Puzder to replace Mr. Thompson as President and Chief Executive Officer,
effective as of that date.
9
<PAGE> 11
CKE RESTAURANTS, INC. AND SUBSIDIARIES
MANAGEMENTS DISCUSSION AND ANALYSIS
AUGUST 14, 2000 AND AUGUST 9, 1999
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
OVERVIEW
Since the end of the prior fiscal year, we have been addressing our
leverage, having reduced our senior credit facility from nearly $300 million to
$248 million as of the end of the second quarter. In addition, we have signed a
letter of intent to sell our Taco Bueno chain for an amount in excess of $90
million. We are also progressing with our refranchising strategy whereby we are
selling Hardee's restaurants to new and existing franchisees to rebalance the
system to a more predominantly franchised system. These actions reinforce our
strategy and intention to recover cash to reduce outstanding borrowings on the
senior credit facility. This debt reduction strategy is, and will continue to
be, our main focus over the next twelve months.
Consolidated net income for the 12-week period ended August 14, 2000
decreased to a net loss of $13.9 million, or $(0.28) per share on a diluted
basis, as compared with net income of $10.3 million, or $0.20 per share on a
diluted basis, for the prior year quarter. Net income for the 28-week period
ended August 14, 2000 decreased to a net loss of $16.4 million, or $(0.32) per
share on a diluted basis, as compared with net income of $29.7 million, or $0.57
per share on a diluted basis for the comparable period of the prior year.
Excluding the losses on restaurant sales, the net loss would have been $3.0
million, or $(0.06) per share on a diluted basis and $6.0 million, or $(0.12)
per share on a diluted basis, for the 12- and 28-week periods ended August 14,
2000, respectively. The decrease in net income in the second quarter was
primarily due to declining sales levels at our Hardee's restaurants, combined
with the fixed nature of certain of our operating costs as well as losses on
restaurant sales. On a year to date basis, increased interest expense due to
higher overall debt levels also contributed to the decrease in net income.
On a diluted basis, for the 12- and 28-week periods, the number of
shares outstanding decreased 10.1% and 10.2%, respectively. The decrease is due
primarily to reflecting our convertible subordinated notes as if they were
converted into shares of our common stock in the calculation of diluted shares
outstanding in the prior year periods. These shares were not included in the
diluted shares outstanding calculation in the current year periods due to their
anti-dilutive nature.
During the second quarter of fiscal 2001, we opened seven new Carl's Jr.
restaurants, sold seven to franchisees and closed one restaurant. Our
franchisees opened four new restaurants. As of August 14, 2000, our Carl's Jr.
system included 569 company-operated restaurants, 364 franchised restaurants and
29 international restaurants, for a system total of 962 Carl's Jr. restaurants.
We also opened one new Taco Bueno restaurant in the second quarter, bringing the
total of company-operated restaurants to 125. At the end of the quarter, our
Hardee's system consisted of 1,132 company-operated restaurants (reflecting the
closure of 16 restaurants and the sale of 191 restaurants to franchisees), 1,503
franchised restaurants (reflecting four new restaurants, 191 acquisitions from
the Company and the closure of six restaurants) and 127 international
restaurants, for a system total of 2,762 Hardee's restaurants.
We remodeled nine company-operated Hardee's restaurants to the Star
Hardee's format during the second quarter and our franchisees remodeled 36
restaurants, for a total of 772 Hardee's restaurants remodeled to the Star
Hardee's format as of August 14, 2000, representing approximately 29% of the
Hardee's domestic system. Star Hardee's is designed to showcase the new and
improved Hardee's menu and to bring customers back to Hardee's. After testing
various combinations of both brands in certain markets, we are now remodeling
Hardee's restaurants to the new Star Hardee's format by installing charbroilers
in the kitchens, remodeling the interior and exterior of the restaurants and
installing new signage that retains the Hardee's name but shares space with the
Carl's Jr. Star logo. In addition, we, along with some franchisees, are
developing a limited remodel which consists primarily of the addition of a
charbroiler, signage and certain interior and exterior enhancements.
10
<PAGE> 12
CKE RESTAURANTS, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
AUGUST 14, 2000 AND AUGUST 9, 1999
(Continued)
This Quarterly Report on Form 10-Q contains forward-looking statements,
which are subject to known and unknown risks, uncertainties and other factors
which may cause our actual results, performance, or achievements to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Such factors include,
among others, the following: general economic and business conditions; the
impact of competitive products and pricing; success of operating initiatives;
advertising and promotional efforts; adverse publicity; changes in business
strategy or development plans; quality of management; availability, terms and
deployment of capital; changes in prevailing interest rates and the availability
of financing; food, labor, and employee benefit costs; changes in, or the
failure to comply with, government regulations; weather conditions; construction
schedules; demands placed on management and capital resources by the substantial
increase in our size resulting from the acquisition of our Hardee's restaurants;
changes in our integration plans for Hardee's and our expansion plans; risks
that sales growth resulting from our current and future remodeling and
dual-branding of restaurants and other operating strategies can be sustained at
the current levels experienced; and other risks detailed in our filings with the
Securities and Exchange Commission.
RESULTS OF OPERATIONS
Revenues from company-operated restaurants decreased $36.6 million, or
8.6%, to $386.9 million for the 12-week period ended August 14, 2000 and $55.9
million, or 5.8%, to $914.2 million for the 28-week period then ended. Carl's
Jr. and Taco Bueno company-operated restaurant revenues increased by $4.6
million and $1.9 million, respectively, while Hardee's revenues from
company-operated restaurants decreased by $42.9 million in the 12-week period
ended August 14, 2000 as compared to the comparable prior year period. For the
28-week period ended August 14, 2000, Carl's Jr. revenues increased $15.5
million, Taco Bueno revenues increased $4.5 million and Hardee's revenues
decreased $75.5 million when compared to the prior year-to-date period. The
increase in the Taco Bueno and Carl's Jr. revenues was due mainly to an increase
in the number of company-operated restaurants in the current year as opposed to
the prior year. The decrease in Hardee's revenues for both the 12-week period
and the 28-week period was due primarily to a decrease in the number of
company-operated restaurants in the current year as compared to the prior year
and the continuing same-store sales declines at the Hardee's company-operated
restaurants, which were down 8.4% for the second quarter. Taco Bueno also
experienced negative same-store sales with a decline of 2.1% for the second
quarter of fiscal 2001. The company-operated Carl's Jr. restaurants, however,
experienced same-store sales increases of 2.3% for the second quarter, the
second consecutive quarter of same-store sales increases for the Carl's Jr.
chain. Average unit volumes for the trailing 52-week period ended August 14,
2000 for our company-operated Carl's Jr., Taco Bueno and Hardee's restaurants
were $1,089,000, $795,000 and $740,000, respectively.
Our revenues from franchised and licensed restaurants for the 12- and
28-week periods ended August 14, 2000 increased $9.8 million, or 23.4%, to $51.6
million and $17.8 million, or 19.6%, to $108.6 million from the comparable
period in the prior year. This increase was primarily due to franchise fees of
$4.3 million for restaurants sold in the second quarter, as well as an increase
in royalties as a result of the significant increase in the number of Hardee's
franchised restaurants open and operating during the current year as opposed to
the prior year. In addition, an increase in the number of franchised Carl's Jr.
restaurants in the current year periods as well as an increase in commodity
costs has led to an increase in food purchases from our distribution center.
Restaurant-level margins for our company-operated Carl's Jr. restaurants
decreased 4.1%, to 20.7%, and 2.9% to 21.3%, respectively, for the 12- and
28-week periods ended August 14, 2000, from the comparable period of fiscal
2000. As a percentage of revenues from company-operated Carl's Jr. restaurants,
food and
11
<PAGE> 13
CKE RESTAURANTS, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
AUGUST 14, 2000 AND AUGUST 9, 1999
(Continued)
packaging costs increased 0.8% and 1.0% for the 12- and 28-week period,
respectively. This increase was mostly due to an increase in beef commodity
prices combined with the effect of a price discounting promotion for selected
sandwiches, primarily the $0.99 Spicy Chicken Sandwich. Payroll and other
employee benefits increased 1.5%, to 28.1%, and 1.2%, to 27.7%, respectively,
for the 12- and 28-week periods ended August 14, 2000 as compared to the
previous year periods. This increase was primarily due to the overall tighter
labor market and the increased competitive pressures in attracting and retaining
qualified employees, which has led to an increasing average wage rate. In
addition, we made a conscious decision to increase labor in our restaurants in
an effort to maintain quality guest service. Occupancy and other operating
expenses increased 1.8%, to 21.7%, and 0.7%, to 21.5%, respectively, for the 12-
and 28-week periods ended August 14, 2000 as compared to the prior year. This
increase was primarily due to an increase in electricity expense in the
California units and a new restaurant employee uniform rollout during the
current year.
Restaurant-level margins for our company-operated Hardee's restaurants
decreased 8.1%, to 7.4%, and 6.6%, to 9.6%, respectively, for the 12- and
28-week periods ended August 14, 2000, from the comparable period of fiscal
2000, primarily due to increases in food and packaging costs and occupancy and
other operating expenses. Food and packaging costs at the Hardee's chain
increased 2.0%, to 32.6%, and 1.4%, to 32.1%, respectively, for the 12- and
28-week periods ended August 14, 2000 as compared to the comparable prior year
periods. This increase was attributable to increased commodity costs, combined
with the effect of the discounting program involving the $0.59 Big Burger during
the current year periods. Payroll and other employee benefits increased 0.9%, to
34.6%, and 1.3%, to 34.2%, respectively, for the 12- and 28-week periods ended
August 14, 2000, as compared to the same periods a year ago. This increase was
due to an overall tighter labor market which led to higher average wages during
the current year combined with the effect of declining same-store sales.
Occupancy and other operating expenses at Hardee's increased 5.2%, to 25.4%, and
4.0%, to 24.1%, respectively, for the 12- and 28-week periods ended August 14,
2000 as compared to fiscal 2000. This increase was primarily due to an increase
in repair and maintenance expense during the current year periods as well as an
increase in depreciation as a result of new equipment being installed in the
Hardee's restaurants over the past year in conjunction with the Star Hardee's
remodels.
Taco Bueno's restaurant-level margins decreased 2.0%, to 23.0%, and
3.4%, to 22.8%, respectively, for the 12- and 28-week periods ended August 14,
2000 as compared to the same periods one year ago. The primary reason for the
increase was an increase in occupancy and other operating expenses which
increased 2.1%, to 16.5%, and 2.1%, to 16.4%, for the 12- and 28-week period
ended August 14, 2000 as compared to fiscal 2000. This was due primarily to an
increase in depreciation associated with the completion of several signage
projects in the current year. Food and packaging costs also increased slightly
from the prior year, primarily due to an increase in certain commodity costs.
Franchised and licensed restaurant costs increased $4.6 million, or
14.8%, and $12.8 million, or 19.2%, respectively, for the 12- and 28-week
periods ended August 14, 2000 as compared to the corresponding prior year
periods. This increase was primarily due to an increase in the number of Carl's
Jr. restaurants open and operating during the current year which has led to
higher volume in our distribution center and an increase in the number of
Hardee's franchisees and licensees purchasing equipment from us.
Advertising expenses decreased $5.2 million, or 18.4%, and $4.3 million,
or 6.9%, respectively, for the 12- and 28-week periods ended August 14, 2000 as
compared to the comparable periods in the prior year. This decrease was due
primarily to certain one time expenditures incurred in the prior year periods.
General and administrative expenses increased $1.6 million, or 5.2%, and
$7.5 million, or 10.6%, respectively, for the 12- and 28-week periods ended
August 14, 2000 as compared to the prior year. As a percentage of total
revenues, this represents an increase of 0.8% and 1.0%, respectively, for the
12- and 28-
12
<PAGE> 14
CKE RESTAURANTS, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
AUGUST 14, 2000 AND AUGUST 9, 1999
(Continued)
week periods ended August 14, 2000. This increase is primarily due to an
increase in information technology costs associated with the maintenance of
computer systems installed during the prior year as well as depreciation on
those systems.
Interest expense for the 12- and 28-week periods ended August 14, 2000
increased $3.1 million, or 22.7%, and $8.1 million, or 27.7%, respectively, when
compared to the same periods in the prior year. This increase was due to higher
levels of borrowings outstanding under our senior credit facility as well as an
overall increase in interest rates. As a result of the amendment to our senior
credit facility subsequent to year-end, the applicable margin used to determine
our interest rate payable on outstanding borrowings was increased. Given the
current rise in interest rates, we would expect our interest expense to continue
to rise in future quarters even if our borrowings outstanding under our senior
credit facility remain unchanged. However, we plan to mitigate the effect of
higher interest rates by reducing outstanding borrowings with proceeds from
sales of restaurants, which is required by the senior credit facility, as
amended. Also contributing to the rise in interest expense for the 28-week
period ended August 14, 2000 was the $200.0 million aggregate principal amount
of 9.125% senior subordinated notes due 2009. These notes were issued during the
first quarter of fiscal 2000 and, as such, the prior year 28-week period
included only a partial period of interest expense while the current year
included a full 28-weeks.
Other income (expense), net, mainly consists of interest income, lease
income, dividend income, gains and losses on sales of restaurants, income and
loss on long-term investments, property management expenses and other
non-recurring income and expenses. Other income (expense), net decreased $16.2
million and $15.5 million for the 12- and 28-week period ended August 14, 2000,
respectively. This decrease was primarily due to the inclusion of an
approximately $18 million net loss on the sale of certain Hardee's and Carl's
Jr. restaurants during the current year.
During the third quarter of fiscal 1999, the Board of Directors approved
the buyback of up to $50.0 million aggregate principal amount of convertible
subordinated notes. In the first quarter of fiscal 2000, we repurchased $3.0
million of these notes for $2.5 million in cash, including accrued interest
thereon. In connection with this repurchase, we recognized an extraordinary gain
on the early retirement of debt of $0.3 million, net of applicable income taxes
of $0.2 million.
FINANCIAL CONDITION
Cash and cash equivalents decreased $11.7 million to $24.8 million in
the 28-week period ended August 14, 2000. Investing activities generated $7.2
million of cash flows, primarily as a result of the sale of company-operated
restaurants, offset by capital additions of $58.0 million. Financing activities
absorbed $36.1 million, primarily due to net repayments on the senior credit
facility during the period. Cash flows from operating and investing activities
were mainly used to fund the development of Carl's Jr. restaurants and to repay
$5.5 million in capital lease obligations and to pay the first scheduled
semi-annual dividend payment of $2.1 million.
On March 4, 1999, we completed a private placement of $200.0 million
aggregate principal amount of 9.125% senior subordinated notes due 2009. We
received net proceeds of $194.8 million, of which $190.0 million was used to
repay outstanding term loan balances under our senior credit facility. The
indenture relating to the senior subordinated notes imposes certain restrictions
on our ability (and the ability of our subsidiaries) to incur indebtedness, pay
dividends on, redeem or repurchase our capital stock, make investments, incur
liens on our assets, sell assets other than in the ordinary course of business,
or enter into certain transactions with our affiliates. The senior subordinated
notes represent unsecured general obligations subordinate in right of payment to
our senior indebtedness, including our senior credit facility.
13
<PAGE> 15
CKE RESTAURANTS, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
AUGUST 14, 2000 AND AUGUST 9, 1999
(Continued)
In connection with our private placement of senior subordinated notes,
we also amended and restated our senior credit facility to increase the lenders'
commitments under our revolving credit facility to $500.0 million from $250.0
million (the commitment has since been amended to $400 million, subject to
further reduction from asset sales). We also increased our letter of credit
sub-facility to $75.0 million from $65.0 million, and changed the maturity date
of the senior credit facility to February 2004. The term loan component of the
senior credit facility was eliminated as a result of these transactions.
Borrowings under the senior credit facility may be used for working
capital and other general corporate purposes, including permitted investments
and acquisitions. We are required to repay borrowings under the senior credit
facility with the proceeds from (i) certain asset sales, (ii) the issuance of
certain equity securities, and (iii) the issuance of additional indebtedness. Of
the various options we have regarding interest rates, we have selected LIBOR
plus a margin, with future margin adjustments dependent on certain financial
ratios from time to time.
Our senior credit facility contains the following significant covenants:
- restrictions on our ability to incur additional indebtedness, repurchase
stock, pay dividends and incur liens on our assets, subject to specified
exceptions;
- requirements that we satisfy specified financial tests as a precondition
to our acquisition of other businesses; and
In addition, we are required to comply with minimum EBITDA requirements,
minimum interest coverage and fixed charge coverage ratios, minimum consolidated
tangible net worth requirements and maximum leverage ratios.
In April 2000, the Company amended its senior credit facility effective
January 31, 2000, to amend certain of the covenants contained therein and then
further amended the credit facility effective August 14, 2000. The amended
senior credit facility provides that the revolving commitments thereunder shall
be reduced by the entire net proceeds from the sale of any of the Company's
restaurants. The senior credit facility, as amended, also prohibits the Company
from purchasing shares of its common stock, purchasing its senior subordinated
notes or convertible notes, from prepaying subordinated indebtedness and from
paying cash dividends. In addition, capital expenditures were reduced and
construction of new restaurants is limited to construction already begun or
committed to begin. The final maturity date remains unchanged; however, the
interest rate payable on outstanding borrowings was increased. Failure to
complete an asset sale or sales aggregating $150.0 million in net proceeds by
the end of October 2000 will result in a further increase in the interest rate
until such sales are completed.
As of August 14, 2000, the Company was not in compliance with certain
covenants governing its senior credit facility. The Company has received a
waiver of this non-compliance through January 29, 2001. It is the Company's
intention to repay outstanding borrowings on its senior credit facility with the
net proceeds from its asset sales during the next twelve months. Accordingly,
the total amount outstanding under the senior credit facility of $248 million as
of August 14, 2000 has been classified as a current liability on the
consolidated balance sheet. As of August 14, 2000, the Company had $14.7 million
of borrowings available under its senior credit facility.
Our primary source of liquidity is our revenues from company-operated
restaurants, which are generated in cash. Future capital needs will arise
primarily for the construction of new restaurants, the remodeling of our
Hardee's restaurants to the Star Hardee's format and the conversion of
restaurants to the Carl's Jr./Green Burrito dual-brand concepts.
14
<PAGE> 16
CKE RESTAURANTS, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
AUGUST 14, 2000 AND AUGUST 9, 1999
(Continued)
It is our intention to rebalance our company so that we will have a
larger proportion of franchised restaurants rather than company-operated
restaurants. We are planning to sell up to 500 Hardee's restaurants to existing
and new franchisees during fiscal 2001, which should generate net proceeds to
the company of approximately $200.0 million. We intend to condition such sales
upon the purchasers' agreement to perform additional development with respect to
the purchased restaurants, including the Star Hardee's remodeling, and upon the
execution of royalty agreements providing for full royalties at four percent of
net sales. The net proceeds from these asset sales will be used to repay
outstanding borrowings under our senior credit facility. In addition, we have
significantly reduced our capital expenditures in the current year, a step which
will help us accomplish our strategic goal of reducing our leverage. In the
current fiscal year, the company has completed the sale of 191 Hardee's
restaurants, generating net cash proceeds of approximately $55.1 million.
The quick-service restaurant business generally receives simultaneous
cash payment for sales. We presently use the net cash flow from operations to
repay outstanding indebtedness and to reinvest in long-term assets, primarily
for the remodeling and construction of restaurants. Normal operating expenses
for inventories and current liabilities generally carry longer payment terms
(usually 15 to 30 days). As a result, we typically maintain current liabilities
in excess of current assets.
We believe that cash generated from our various restaurant operations,
along with cash and cash equivalents on hand as of August 14, 2000, and amounts
available under our senior credit facility, will provide the funds necessary to
meet all of our capital spending and working capital requirements for the
foreseeable future. As of August 14, 2000, we had $14.7 million of borrowings
available to us under our senior credit facility. If those sources of capital,
together with net proceeds from sales of restaurants, are insufficient to
satisfy our capital spending and working capital requirements, we may be
required to sell additional restaurants or obtain additional credit facilities.
In addition, substantially all of the real properties we own and use for our
restaurant operations are unencumbered and could be used by us as collateral for
additional debt financing or could be sold and subsequently leased back to us.
In the event that our Hardee's restaurants continue to show declines in
same-store sales or our Carl's Jr. restaurants begin to experience declines in
same-store sales, and if we are unable to generate proceeds from the sale of
restaurants at prices and on terms sufficient to service our senior credit
facility, we may need to refinance all or a portion of our indebtedness on or
before maturity in order to avoid a short and long term liquidity shortage. The
availability of capital sources will depend upon prevailing market conditions,
interest rates and our then-existing financial position.
NEW ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("SFAS 133"). SFAS 133 establishes
accounting and reporting standards for derivative instruments, including
derivative instruments embedded in other contracts, and hedging activities. SFAS
133, as amended by SFAS 137 and SFAS 138, is effective for all fiscal quarters
of fiscal years beginning after December 15, 2000. The Company has not
determined whether the application of this accounting standard will have a
material impact on its financial position, results of operations or liquidity.
In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin 101, "Revenue Recognition in Financial Statements"
("SAB101"). This Staff Accounting Bulletin summarizes certain of the staff's
views in applying generally accepted accounting principles to revenue
recognition in financial statements. SAB101, as amended, is effective for the
fourth fiscal quarter of the fiscal year beginning after December 15, 1999. The
adoption of SAB101 is not expected to have a material impact on the Company's
consolidated financial position or results of operations.
In March 2000, the FASB issued Interpretation No. 44, "Accounting for
Certain Transactions Involving Stock Compensation - an Interpretation of APB
Opinion No. 25" ("FIN 44"). This Interpretation clarifies the definition of
employee for purpose of applying Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees," the criteria for determining whether
a plan qualifies as a noncompensatory plan, the accounting consequence of
various modifications to the terms of a previously fixed stock option or award,
and the accounting for an exchange of stock compensation awards in a business
combination. This Interpretation is effective July 1, 2000, but certain
conclusions in this Interpretation cover specific events that occur after either
December 15, 1998, or January 12, 2000. The impact of FIN 44 is not expected to
have a material effect on the Company's consolidated financial position or
results of operations.
YEAR 2000
We have addressed the potential business risks associated with the Year
2000. The Year 2000 issue involved the use of a two-digit year field instead of
a four-digit year field in computer systems. If computer systems cannot
distinguish between the year 1900 and the year 2000, system failures or other
computer errors could result. To date, we are not aware of the occurrence of any
significant Year 2000 problems being reported. Some business risks associated
with the Year 2000 issue may remain throughout 2000. However, it is not
anticipated that future Year 2000 issues, if any, will have a material adverse
effect on us.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Interest Rate Risk
Our principal exposure to financial market risks is the impact that
interest rate changes could have on our $400.0 million senior credit facility,
of which $248.0 million remained outstanding as of August 14, 2000. Borrowings
under our senior credit facility bear interest at the prime rate or at LIBOR
plus an applicable margin based on certain financial ratios (averaging 9.1% in
fiscal 2001). A hypothetical increase
15
<PAGE> 17
CKE RESTAURANTS, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
AUGUST 14, 2000 AND AUGUST 9, 1999
(Continued)
of 100 basis points in short-term interest rates would result in a reduction of
approximately $2.5 million in annual pre-tax earnings. The estimated reduction
is based upon the outstanding balance of our senior credit facility and assumes
no change in the volume, index or composition of debt at August 14, 2000.
Substantially all of our business is transacted in U.S. dollars. Accordingly,
foreign exchange rate fluctuations have never had a significant impact on us and
are not expected to in the foreseeable future.
Commodity Price Risk
We purchase certain products which are affected by commodity prices and
are, therefore, subject to price volatility caused by weather, market conditions
and other factors which are not considered predictable or within our control.
Although many of the products purchased are subject to changes in commodity
prices, certain purchasing contracts or pricing arrangements contain risk
management techniques designed to minimize price volatility. Typically we use
these types of purchasing techniques to control costs as an alternative to
directly managing financial instruments to hedge commodity prices. In many
cases, we believe we will be able to address commodity cost increases which are
significant and appear to be long-term in nature by adjusting our menu pricing
or changing our product delivery strategy. However, increases in commodity
prices could result in lower restaurant-level operating margins for our
restaurant concepts.
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Annual Meeting of Stockholders of CKE Restaurants, Inc. was held on
June 13, 2000, for the purpose of electing certain members of the board of
directors and approving an amendment to the CKE Restaurants, Inc. 1999 Stock
Incentive Plan.
Management's nominees for directors, whose term expired as of the date
of the Annual Meeting, were elected by the following vote:
<TABLE>
<CAPTION>
Shares Voted Authority to Vote
"For" "Withheld"
------------ -----------------
<S> <C> <C>
William P. Foley II 33,332,259 13,856,157
Carl N. Karcher 33,426,358 13,762,058
</TABLE>
The following individuals continue to serve on the board of directors:
Byron Allumbaugh, Carl L. Karcher, Frank P. Willey, Peter Churm, Daniel D. Lane
and C. Thomas Thompson.
The proposal to approve an amendment to the CKE Restaurants, Inc. 1999
Stock Incentive Plan received the following votes:
<TABLE>
<CAPTION>
Votes Percentage
---------- ------------
<S> <C> <C>
Shares Voted "For" 28,271,162 59.91%
Shares Voted "Against" 18,718,722 39.67%
Shares Voted "Abstain" 198,532 0.42%
</TABLE>
16
<PAGE> 18
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
10.34 Amendment to Employment Agreement dated as of September
6, 2000 by and between the Company and C. Thomas Thompson
10.35 Amendment No. 2 to Third Amended and Restated Credit
Agreement and Limited Waiver dated September 28, 2000 by
and between the Company and BNP Paribas, as Agent for the
Lenders
12.1 Computation of Ratios
27.1 Financial Data Schedule (included only with electronic
filing)
(b) Current Reports on Form 8-K:
None.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CKE RESTAURANTS, INC.
(Registrant)
September 28, 2000 /s/ Carl A. Strunk
------------------ -----------------------------------
Date Executive Vice President,
Chief Financial Officer
17
<PAGE> 19
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit # Description
--------- -----------
<S> <C>
10.34 Amendment to Employment Agreement dated as of September 6, 2000
by and between the Company and C. Thomas Thompson
10.35 Amendment No. 2 to Third Amended and Restated Credit Agreement
and Limited Waiver dated September 28, 2000 by and between the
Company and BNP Paribas, as Agent for the Lenders
12.1 Computation of Ratios
27.1 Financial Data Schedule (included only with electronic filing)
</TABLE>
18
