Financials - June 2019

Whataburger under new ownership, leadership

June 17, 2019 Whatburger has a new owner. The chain announced Friday that BDT Capital Partner LLC, a merchant bank that advises and invests in family and founder-led companies, will acquire the San Antonio-based brand through its affiliated funds, according to a company press release. "Whataburger has grown significantly over the years," Whataburger President and CEO Preston Atkinson said in the release. "In order to keep satisfying our customers, we've been exploring different options to expand the brand and introduce it to new audiences. We've gone through this process purposefully and diligently because we wanted to find a partner who honors our values, culture and 69-year legacy of family tradition." Atkinson said BDT makes a good partner because it wants to preserve the brand while helping it grow. "They don't plan to change our recipe for success," he said. BDT will be key in providing strategic vision and long-term growth capital to the tenured Whataburger leadership team. "We are excited to support Whataburger as they continue to innovate and pursue accelerated growth in existing and new markets," Tiffany Hagge, managing director of BDT Capital Partners, said in the release. "This investment is a perfect example of BDT's business model — to partner and invest alongside exceptional family businesses, with strong cultures, deep community ties and loyal customers." Tenured Whataburger core leadership team at the helm The company has also shaken up the leadership team in order to "position the brand for long-term growth and success." According to the press release, Atkinson and Chairman Tom Dobson are stepping down in order to "focus on operating Las Aguilas," a diversified investment company established by the Dobson family in 2011. Las Aguilas's focus is on real estate and philanthropy. "This is both exciting and bittersweet for the Dobson family. Whataburger has been the heart and soul of our family legacy for nearly 70 years, but we feel really good about the partnership with BDT," Dobson said. "They have a track record of success with businesses as special as ours that want to grow, while preserving culture and family history. They are trusted advisors and partners who have worked closely with other family businesses and they have a tremendous reputation for doing the right thing." Atkinson and Dobson will hold seats on the Whataburger board of directors to provide ongoing guidance and ensure a smooth transition. "As the brand embarks on a growth and expansion plan, we decided the time was right to promote new leadership to carry the company forward," Atkinson said. "This leadership team has the right combination of Whataburger core values, strategic vision and people-centered leadership to take us into the future." Effective July 1, Whataburger's executive leadership team will include the following changes:

1. Ed Nelson, who is now serving as chief financial officer and controller, will be president. Nelson joined Whataburger in 2004, as controller for the company, and since 2008, has been at the helm of its financial department as chief financial officer.

2. Leonard Mazzocco, who is serving as vice president of business operations, will take on the role of senior vice president and chief operating officer. He joined Whataburger in 1999, as the operations services director and has since guided efforts in brand management, marketing, human resources, supply chain, shared services and product development. He was promoted to his current role in 2014, where he has led strategic planning.

3. Rob Rodriguez, who is now senior vice president of restaurants, will assume the role of senior vice president and chief restaurant operating officer. Rodriguez joined Whataburger in 2006, as a director of operations and was named a senior vice president in 2014.

4. James Turcotte, who is senior vice president of the real estate segment, will continue in his role and be promoted to chief development officer. Turcotte began his Whataburger career in 1998, as a director in the real estate division. He then took on the role of group director followed by vice president of franchise development. In 2004, Turcotte was named vice president of property and facilities to oversee new construction, enhancement and property management functions.

5. Mike Sobel, vice president of retail, will be senior vice president of retail. He joined Whataburger in 2011, as the company's group director for supply chain solutions, before assuming his current role in 2014. Sobel brings almost 35 years of experience in supply chain, quality assurance and product development experience in the restaurant industry

6. Michael Gibbs, senior vice president and general counsel, will continue his role as general counsel but will be promoted to executive vice president. Gibbs joined Whataburger in 2005, as the company's first in-house general counsel. Prior to joining Whataburger, he practiced corporate law and served as vice president and general counsel for a Detroit-based restaurant chain. Other members of Whataburger's leadership team include:

7. Mark Brown, divisional VP of restaurant operations.

8. Pam Cox, VP of human resources and brand communications.

9. Joel Griffiths, group VP of restaurant operations.

10. Sylvester Johnson, chief accounting officer.

11. Jeff North, divisional VP of restaurant segment support.

12. Bobby Pemelton, divisional VP of restaurant operations.

13. Rich Scheffler, VP of marketing and innovation.

14. Joe Shannon, VP and CIO.

15. Rory Sheppard, VP of strategy and services. Whataburger has 828 locations in 10 states with sales of more than $2 billion annually.
    

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MTY enters into an agreement to acquire the assets of Yuzu Sushi Français

Jun 06, 2019, 08:00 ET

MONTREAL, June 6, 2019 /CNW Telbec/ - MTY Food Group Inc. ("MTY" or the "Company") (TSX: MTY) announced today that one of its wholly-owned subsidiaries has signed an agreement to acquire the assets of Yuzu Sushi (https://yuzusushi.ca/), a fast-growing chain of sushi restaurants. The Yuzu Sushi network currently has 132 points of sale in operation, including 68 restaurant franchises, 30 franchised express counters, and 34 complementary grocery outlets. Yuzu Sushi operates mainly in Quebec and has a presence in New Brunswick. System sales totaled more than $40 million in the fiscal year ended December 31, 2018. Eric Lefebvre, CEO of MTY, said, "Yuzu Sushi is a young and dynamic brand with a network of committed franchise partners that are just as dynamic. Yuzu Sushi has a customer base that is passionate about gourmet sushi and new products and offers significant growth potential for future years." The transaction should be finalized within the next 45 days but remains subject to several customary conditions for a transaction of this nature. There can be no assurance that the transaction will be completed as described above or that the expected Closing Date will materialize. Steve Morency and Frédéric Matte, current owners of Yuzu Sushi, will remain at the helm of the brand, which will also retain its head office in Quebec City. "We are very proud to have built a strong, successful network, filled with potential and growth opportunities. A network with a superb corporate culture where the human is considered first and in which pleasure is part of the DNA of this beautiful Quebec company " says Steve Morency. Frederic Matte added "100% of our team remains in place, which will assure the continued focus on the mission of Yuzu quality and the great values of this company; Quality, respect, customer focus, innovation, consistency and pleasure.

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PWD Acquisition LLC Completes Acquisition of Pei Wei from Centerbridge

Wednesday, June 5th, 2019

Dallas, TX  (Restaurant News Release)  PWD Acquisition LLC (“PWD Acquisition”) is pleased to announce that it has acquired the parent company of Pei Wei Asian Diner, LLC (“Pei Wei”) from affiliates of Centerbridge Partners, L.P. (“Centerbridge”), a private investment firm, for an undisclosed sum. PWD Acquisition LLC is owned and managed by Lorne Goldberg who also owns and operates the quick service Asian restaurant concepts Pick Up Stix, Leeann Chin and Mandarin Express, with approximately 165 stores in 23 states. Pei Wei, a fast casual Asian restaurant concept, operates 167 company-owned stores and 26 franchised locations in 19 states and South Korea, with approximately 4,000 employees. BofA Merrill Lynch acted as financial advisor to Centerbridge. Weil, Gotshal & Manges LLP and Polsinelli PC served as legal counsel to Centerbridge and Pei Wei. Brookwood Associates acted as financial advisor for PWD Acquisition. Greenberg Glusker Fields Claman & Machtinger LLC served as legal counsel for PWD Acquisition.

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Cracker Barrel Reports Third Quarter Fiscal 2019 Results

Comparable store restaurant sales growth and traffic outperform the casual dining industry

Board increases regular quarterly dividend to $1.30 per share, declares special dividend of $3.00 per share, and authorizes share repurchases up to $50 million

Jun 04, 2019, 08:00 ET

LEBANON, Tenn., June 4, 2019 /PRNewswire/ -- Cracker Barrel Old Country Store, Inc. ("Cracker Barrel" or the "Company") (Nasdaq: CBRL) today reported its financial results for the third quarter of fiscal 2019 ended May 3, 2019. Third Quarter Fiscal 2019 Highlights

1. Comparable store restaurant sales growth of 1.3% and traffic of -1.8% outperformed the casual dining industry.

2. Earnings per diluted share were $2.09, a 3.0% increase compared to $2.03 in the prior year third quarter.

3. The Company announced its Board of Directors increased the quarterly dividend to $1.30 per share on the Company's common stock, which represents a 4.0% increase over the Company's previous quarterly dividend of$1.25 per share.

4. The Board of Directors also declared a special dividend of $3.00 per share on the Company's common stock and authorized new share repurchases for up to $50 million of the Company's outstanding common stock. Commenting on the third quarter results, Cracker Barrel President and Chief Executive Officer Sandra B. Cochran said, "I am pleased that we again delivered positive comparable store restaurant sales growth and outperformed the casual dining industry. Our teams continued to make progress on key initiatives, and I am encouraged by our performance, in particular with the early results of our new Signature Fried Chicken initiative." Third Quarter Fiscal 2019 Results  Revenue The Company reported total revenue of $739.6 million for the third quarter of fiscal 2019, representing an increase of 2.5% over the third quarter of the prior year. Cracker Barrel comparable store restaurant sales increased 1.3%, representing a 3.1% increase in average check and a 1.8% decrease in comparable store restaurant traffic. The average menu price increase for the quarter was approximately 1.8%. Comparable store retail sales decreased 2.6% from the prior year quarter.
   

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Red Robin Gourmet Burgers Reports Results for the Fiscal First Quarter

Company Announces Closure of 10 Underperforming Restaurants

May 30, 2019 04:05 PM Eastern Daylight Time

GREENWOOD VILLAGE, Colo.--(BUSINESS WIRE)--Red Robin Gourmet Burgers, Inc., (NASDAQ:RRGB), a full-service restaurant chain serving an innovative selection of high-quality gourmet burgers in a family-friendly atmosphere, today reported financial results for the quarter ended April 21, 2019. First Quarter 2019 Financial Highlights Compared to First Quarter 2018

1. GAAP earnings per diluted share were $0.05 compared to $0.34;

2. Adjusted earnings per diluted share were $0.19 compared to $0.69 (see Schedule I);

3. Total revenues were $409.9 million, a decrease of 2.8%;

4. Off-premise sales increased 20.6%, now comprising 11.6% of total food and beverage sales, including catering;

5. Comparable restaurant revenue decreased 3.3% (using constant currency rates); and

6. Comparable restaurant guest counts decreased 5.5%. Pattye Moore, board chair and interim chief executive officer of Red Robin Gourmet Burgers, Inc., said, “As our financial results demonstrate, there is still much work to be done on the turnaround, and we are moving with urgency. We continue to focus on our five strategic priorities and are starting to see progress on multiple fronts and in the underlying key operational metrics we are tracking. The Board has engaged The Elliot Group, which has deep experience in our industry, to assist in the CEO search and the Search Committee has already begun the interview process. At the same time, in the nine weeks since I became Interim CEO, I have worked closely with the management team to narrow the list of critical initiatives and simplify our focus. We are actively working with The Cypress Group on selectively refranchising and reassessing our real estate portfolio, and today we announced the closure of 10 underperforming restaurants. We have hired an experienced industry leader as our new vice president of Consumer Insights and we are continuing to identify ways to improve all aspects of our business. All of these efforts are designed to enhance the customer experience, significantly improve cash flow, increase profitability and drive shareholder value. We are confident our initiatives will steadily improve our financial and operational performance and that our search process will identify a leader who can accelerate our turnaround.” First Quarter 2019 Operating Results Total revenues, which primarily include Company-owned restaurant revenue and franchise royalties, decreased 2.8% to $409.9 million in the first quarter of 2019 from $421.5 million in the first quarter of 2018. Restaurant revenue decreased $14.2 million due to a $13.5 million, or 3.3%, decrease in comparable restaurant revenue, a $2.2 million decrease from closed restaurants, and a $0.6 million unfavorable foreign currency exchange impact, offset by a $2.1 million increase in revenue from new restaurant openings. System-wide restaurant revenue (which includes franchised units) for the first quarter of 2019 totaled $483.7 million, compared to $498.0 million for the first quarter of 2018. Comparable restaurant revenue(1) decreased 3.3% in the first quarter of 2019 compared to the same period a year ago, driven by a 5.5% decrease in guest counts offset by a 2.2% increase in average guest check. The increase in average guest check was comprised of a 0.3% increase in menu mix and a 1.9% increase in pricing. Net income was $0.6 million for the first quarter of 2019 compared to $4.4 million for the same period a year ago. Adjusted net income was $2.4 million for the first quarter of 2019 compared to $9.1 million for the same period a year ago (see Schedule I). Restaurant-level operating profit margin (a non-GAAP financial measure) was 18.3% in the first quarter of 2019 compared to 20.0% in the same period a year ago. Cost of sales as a percentage of restaurant revenue decreased 40 basis points primarily due to a reduction in waste and lower Tavern mix. Restaurant labor costs as a percentage of restaurant revenue increased 120 basis points due to higher average wage rates, increased management headcount to fully staff our restaurants, and sales deleverage. Other restaurant operating costs increased 60 basis points primarily due to increases in third-party delivery fees and equipment repairs and maintenance costs. Occupancy costs increased 30 basis points primarily due to sales deleverage. Schedule II of this earnings release defines restaurant-level operating profit, discusses why it is a useful metric for investors, and reconciles this metric to income from operations and net income, in each case under GAAP.
   

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MOD Pizza Raises $160M and Sets Target for 1,000 Locations

Clayton, Dubilier & Rice Leads Investment to Fuel Growth of Purpose-Driven Business

May 21, 2019 09:30 AM Eastern Daylight Time

SEATTLE--(BUSINESS WIRE)--MOD Super Fast Pizza Holdings, LLC (“MOD Pizza”, “MOD” or the “Company”), the fastest growing restaurant chain in the United States for the past four years,1 today announced a $160 million equity financing led by Clayton, Dubilier & Rice (“CD&R”), a private investment firm recognized for its operating capabilities and working with portfolio companies to execute profitable growth strategies. Ken Giuriceo, CD&R Partner, and Paul Pressler, CD&R Partner and former CEO of Gap Inc. and senior Disney executive, will both join the MOD Pizza board of directors. Current investor Fidelity Management & Research Company also participated in the round. The latest funding comes as MOD posted $398 million in system-wide sales and added 102 new locations in 2018. MOD has now raised approximately $339 million of equity to date. With this additional capital, MOD plans to maintain its rapid growth across existing and new markets in the US and internationally. Currently, there are 433 MOD locations system-wide, and the Company expects to reach approximately 1,000 locations over the next five years, creating more than 14,000 new jobs. In addition to continued growth, MOD plans to enhance the experience it provides customers through investments in off-premise and digital capabilities, while continuing to look for ways to use its business as a platform to make a positive social impact. “We are grateful to CD&R, Fidelity, PWP Growth Equity and all of our incredible shareholders for their support as we continue to write the story of MOD as the pioneer in fast casual pizza and a leader in using business as a force for good. Over the past 11 years, we have built MOD upon a conviction that we could build a best-in-class business by putting our people and the communities we serve first,” said Scott Svenson, co-founder and CEO, MOD Pizza. “This investment is further validation of our belief that profit and positive social impact can co-exist. We are incredibly energized by the opportunity to work with CD&R to scale the MOD brand, while continuing to build our people-first, purpose-driven culture.” Added Ken Giuriceo, CD&R partner, “MOD has clearly proven that building a business around a meaningful and authentic purpose can align and inspire the team to produce incredible results. The company is poised to continue its rapid growth, and we are thrilled to join their talented team of industry veterans to further develop and strengthen the MOD business and brand.” During 2018, MOD grew its footprint 34% by adding 102 locations system-wide, ending the year with a total of 404 locations. System-wide sales reached $398 million, a 45% year-over-year increase, while domestic system-wide same-store sales grew 3.1%. Company net revenue was $312 million, up 42% over 2017. MOD also contributed $1.8 million to causes supporting local communities and employees in need during 2018. In addition to continued growth, MOD plans to accelerate initiatives to grow digital ordering channels, off-premise solutions, its loyalty program (MOD Rewards) and personalized marketing programs. With 100% growth in digital orders over the past year, MOD is committed to continuing to innovate to meet growing digital demand and to ensure customers have easier and more convenient access to the MOD experience. MOD has always focused its social impact on what it does best – employing and feeding people. The Company has a long-standing commitment to creating a diverse and inclusive workforce by hiring and developing individuals who would otherwise face barriers to employment (including opportunity youth, those transitioning out of incarceration, homelessness, rehabilitation programs and foster care, and individuals with developmental/physical disabilities). In addition to its progressive employment practices, MOD is committed to tackling food insecurity in the communities it serves. In 2018, with the help of its franchisees, MOD funded, packed and distributed nearly half a million meals to food banks and backpack programs throughout the US, and expects to create an additional one million meals in 2019. J.P. Morgan acted as sole placement agent to MOD in connection with the private placement. Definitions: The following definitions apply to these terms as used throughout this release:

1. The term “system-wide” refers to all of our domestic and international stores, including company-owned, franchised stores and stores operated by our U.K. joint venture, unless noted otherwise. All of our international stores are currently operated by the U.K. joint venture in the U.K.

2. Domestic system-wide same-store sales reflects the year over year change in sales for the comparable domestic system-wide store base in the US. A store becomes comparable after its 19th period of operation.ABOUT MOD PIZZA MOD is a purpose-led, people focused brand, founded in Seattle in 2008 by entrepreneur husband and wife team Scott and Ally Svenson. MOD exists to serve people by Spreading MODness, using the platform of pizza to make a positive impact. MOD’s individual artisan-style pizzas and hand-tossed salads are made on demand using any combination of over 30 toppings, all for one incredible price. With 433 locations system-wide across 28 states and the United Kingdom, MOD is committed to creating not only a cool place to eat, but an inspired place to work. The company has been recognized as the number one mid-sized restaurant chain in the US in the October 2017 Fishbowl Buzz Brands Report, named as the most loved pizza brand by Foodable Network in its May 2017 Most Loved Brands Report, has been ranked as America’s fastest growing chain restaurant by Technomic for four straight years, earned a spot on the Inc.500 list, and was recognized by Fortune as one of the “20 Best Workplaces in Retail,” a “Best Workplace for Women,” a “Best Workplace for Millennials,” and a “Best Workplace for Diversity.” For more information, please visit www.modpizza.com or connect with the brand via Facebook, Twitter or Instagram. ABOUT CLAYTON, DUBILIER & RICE Founded in 1978, Clayton, Dubilier & Rice is a private investment firm. Since inception, CD&R has managed the investment of $28 billion in 85 companies representing a broad range of industries with an aggregate transaction value of more than $125 billion. CD&R has offices in New York and London. For more information, visit www.cdr-inc.com. ABOUT PWP GROWTH EQUITY PWP Growth Equity is the middle market private equity group of Perella Weinberg Partners Capital Management, managed by Chip Baird and David Ferguson. PWP Growth Equity manages private equity funds with aggregate commitments of $1.35 billion focused on growth-oriented, lower middle market companies, primarily in the United States, across the consumer, services, and industrial sectors. PWP Growth Equity seeks to partner with existing owners and management teams, providing both capital and experience in a tailored and flexible structure, to support the growth plans and vision for value creation. PWP Growth Equity’s current and former investments include: SkinSpirit, Quick Med Claims, The Real, 360training, Delphon Industries, Luna Grill, Hyphen Solutions, Black Bear Diner, MSA Security, MOD Pizza, YouFit Health Clubs, Western Windows and Build A Sign. For more information on PWP Growth Equity, please visit: www.pwpgrowthequity.com.
   

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