SOURCE: Rubio’s Restaurants
CARLSBAD, CA–(Marketwire – August 5, 2010) – Rubio’s® Restaurants, Inc. (
reported financial results for the second quarter and first half of the
fiscal year ended June 27, 2010.
Second Quarter and First Half 2010 Financial Highlights
Revenues in the second quarter of 2010 totaled $48.5 million, a decrease of
less than 1% from $48.7 million reported in the same year-ago quarter.
Revenue for the first half of 2010 totaled $95.2 million, up just under 1%
from $95.0 million in the same year-ago period.
Net loss was $387,000 or $(0.04) per basic and diluted share in the second
quarter of 2010 versus net income of $512,000 or $0.05 per basic and
diluted share in the same year-ago quarter. The net loss in the second
quarter of 2010 included non-recurring expenses associated with the ongoing
evaluation of strategic alternatives of $1.1 million or a tax-effected
$(0.07) per share. Before these non-recurring expenses, net income in the
second quarter of 2010 was $256,000 or $0.03 per basic and diluted share.
For the first half of 2010, net loss was $20,000 or $(0.00) per basic and
diluted share, compared to net income of $757,000 or $0.08 per basic and
diluted share in the same year-ago period. The first half of 2010 included
non-recurring expenses associated with the ongoing evaluation of strategic
alternatives of $1.3 million or a tax-effected $(0.07) per share. Before
these non-recurring expenses, net income in the first half of 2010 was
$741,000 or $0.07 per basic and diluted share.
Adjusted EBITDA (a non-GAAP term) was $2.2 million in the second quarter of
2010, versus $3.9 million in the same year-ago period. Excluding the
aforementioned $1.1 million in non-recurring expenses during the second
quarter, adjusted EBITDA was $3.3 million (see “About the Presentation of
Non-GAAP Financial Information,” below, for an important discussion of this
non-GAAP term).
For the first half of 2010, adjusted EBITDA was $5.5 million, versus $7.2
million in the same year-ago period. Excluding the aforementioned $1.3
million in non-recurring expenses during the first half of 2010, adjusted
EBITDA was $6.8 million.
Cash and cash equivalents at June 27, 2010 totaled $9.5 million, unchanged
from December 27, 2009.
Second Quarter 2010 Operating Highlights
Comparable store sales (stores operating for more than 15 months) decreased
3.3% in the second quarter of 2010 versus a comparable store sales increase
of 0.9% in the same quarter last year. In the second quarter of 2010, the
impact of decreased transaction volume more than offset an increase in the
average check per customer.
Average unit volume was $977,000 as compared to slightly over $1.0 million
from the same year-ago quarter.
Restaurant operating margin (a non-GAAP measure as defined below) was 16.0%
as compared to 16.8% in the same year-ago quarter.
In the second quarter of 2010, as a percentage of restaurant sales, cost of
sales decreased by 100 basis points, restaurant labor cost increased by 20
basis points, and restaurant occupancy and other costs rose by 140 basis
points versus the same quarter last year. The decrease in cost of sales was
due to lower ingredient costs, as well as tighter food cost management. The
increase in restaurant labor was primarily attributable to increased
workers’ compensation cost as the company experienced an increase in major
claims which made it necessary to increase claim reserves. The increase in
restaurant occupancy and other costs was primarily due to higher
advertising expenses, credit card fees, rent and common area maintenance
charges.
General and administrative expenses for the second quarter of 2010 were
$5.6 million, as compared to $4.4 million in the same year-ago quarter. As
a percentage of sales, general and administrative expenses increased to
11.6% from 9.1% for the same period last year. The quarter-over-quarter
increase was due to legal and professional fees associated with the ongoing
evaluation of strategic alternatives. As a percentage of sales, general and
administrative expenses before non-recurring expenses mentioned above were
9.3% for the second quarter of 2010.
Rubio’s opened three restaurants in the second quarter of 2010, consistent
with three opened in the same period a year-ago. Pre-opening expenses were
$177,000 compared to $105,000 in the same quarter last year.
Management Commentary
“The ongoing unemployment and housing challenges in the markets we serve,
as well as record cool temperatures in Southern California during the
second quarter, continued to put pressure on our top line,” said Dan
Pittard, Rubio’s president and CEO. “As the economic and weather conditions
continued into the third quarter, we experienced a decrease in comparable
store sales of 4.5% through the first five weeks of Q3. While restaurant
operating margins declined in the second quarter versus a year ago, the
decline was attributable to increased advertising and marketing
expenditures. In response to the continued weakness in the economy and with
the prospect of a prolonged and sluggish recovery, we increased media
spending and made strategic investments in research geared towards
understanding the change in consumer preferences caused by the recession.
We continue to believe that we have a winning strategy for Fast Casual,
which remains the fastest growing segment of the restaurant industry, and
that we are well-positioned to take advantage of an improving economy.”
Cash Merger Transaction
As announced on May 10, 2010, Rubio’s entered into a definitive agreement
under which Mill Road Capital has agreed to acquire each share of Rubio’s
common stock held by the Rubio’s stockholders (other than Mill Road and its
affiliates and certain shares held by Ralph Rubio) through a cash merger
transaction. Pursuant to the terms of the definitive merger agreement, the
outstanding shares of common stock of Rubio’s Restaurants will be acquired
for $8.70 per share. The aggregate transaction value is approximately $91
million.
After careful consideration, the Special Committee of the Board of
Directors of Rubio’s unanimously determined that the merger and the merger
agreement are advisable, fair to, and in the best interests of Rubio’s and
its unaffiliated stockholders. Based on the Special Committee’s unanimous
recommendation, the Board of Directors unanimously determined that the
merger and the merger agreement are advisable, fair to, and in the best
interests of Rubio’s and its unaffiliated stockholders, and therefore,
approved the merger agreement and the transactions contemplated thereby,
including the merger. The merger is subject to customary closing
conditions, including the approval of Rubio’s stockholders and regulatory
approvals, and is expected to close during the third quarter of 2010. An
annual meeting for consideration of the proposed merger has been scheduled
for August 23, 2010. Ralph Rubio, Dan Pittard and Rosewood Capital, who
collectively own approximately 24% of the outstanding shares of Rubio’s,
have each entered into voting agreements in which they have committed to
vote in favor of the proposed merger transaction. In addition, Mill Road
Capital, L.P. currently owns approximately 4.9% of the outstanding shares.
About the Presentation of Non-GAAP Financial Information
Regulation G, “Disclosure of Non-GAAP Financial Measures,” and other
provisions of the Securities Exchange Act of 1934, as amended, define and
prescribe the conditions for use of certain non-GAAP financial information.
The company provides two non-GAAP financial measures, “restaurant operating
margins” and “adjusted EBITDA.”
The company uses restaurant operating margins to evaluate the performance
of its restaurants. Restaurant operating margin is calculated by dividing
(i) restaurant sales less cost of sales, restaurant labor and restaurant
occupancy and other by (ii) restaurant sales.
The company also provides adjusted EBITDA, which is not a recognized term
under GAAP and does not purport to be an alternative to income from
operations or net income or a measure of liquidity. The company’s
management uses adjusted EBITDA as a measure of operating performance and
in their evaluation of funding requirements for future development and
other needs. Adjusted EBITDA is calculated as net (loss) income plus (less)
income tax expense (benefit), plus interest, net, plus loss on
disposal/sale of property, plus asset impairment and store closure expense
or less store closure reversal, plus depreciation and amortization, plus
share-based compensation expense.
The differences between adjusted EBITDA and GAAP net income for the 13 and
26-week periods of 2009 and 2010 are indicated as follows:
For the Thirteen Weeks Ended
Q1 2010 Q2 2010 Q1 2009 Q2 2009
------- ------- -------- --------
Net income (loss) 367 (387) 245 512
Income tax expense
(benefit) 162 (295) 150 214
Interest expense
(income) and
investment (income),
net 30 16 33 38
Loss on disposal/sale
of property 108 97 85 99
Asset impairment - 175 - 359
Depreciation and
amortization 2,416 2,375 2,496 2,449
Share-based
compensation 210 215 226 247
------- ------- -------- --------
ADJUSTED EBITDA $ 3,293 $ 2,196 $ 3,235 $ 3,918
======= ======= ======== ========
For the Twenty-Six
Weeks Ended
----------------
Q2 2010 Q2 2010
------- -------
Net (loss) income (20) 757
Income tax (benefit)
expense (133) 364
Interest expense
(income) and
investment (income),
net 46 71
Loss on disposal/sale
of property 205 184
Asset impairment and
store closure
expense (reversal) 175 359
Depreciation and
amortization 4,791 4,945
Share-based
compensation 425 473
------- -------
ADJUSTED EBITDA $ 5,489 $ 7,153
======= =======
The differences between adjusted EBITDA including costs incurred for the
evaluation of strategic alternatives and GAAP net income for the 13 and
26-week periods ended June 27, 2010 are indicated as follows:
For the Thirteen Weeks Ended
Q1 2010 Q2 2010 Q1 2009 Q2 2009
------- ------- -------- --------
Net income (loss) 367 (387) 245 512
Income tax expense
(benefit) 162 (295) 150 214
Interest expense
(income) and
investment (income),
net 30 16 33 38
Loss on disposal/sale
of property 108 97 85 99
Asset impairment - 175 - 359
Depreciation and
amortization 2,416 2,375 2,496 2,449
Share-based
compensation 210 215 226 247
Evaluation of
strategic
alternatives 170 1,134 - -
------- ------- -------- --------
ADJUSTED EBITDA
including costs for
evaluation of
strategic
alternatives $ 3,463 $ 3,330 $ 3,235 $ 3,918
======= ======= ======== ========
For the Twenty-Six
Weeks Ended
----------------
Q2 2010 Q2 2009
------- -------
Net (loss) income (20) 757
Income tax (benefit)
expense (133) 364
Interest expense
(income) and
investment (income),
net 46 71
Loss on disposal/sale
of property 205 184
Asset impairment and
store closure
expense (reversal) 175 359
Depreciation and
amortization 4,791 4,945
Share-based
compensation 425 473
Evaluation of
strategic
alternatives 1,304 -
------- -------
ADJUSTED EBITDA
including costs for
evaluation of
strategic
alternatives $ 6,793 $ 7,153
======= =======
Management believes these non-GAAP financial measures provide important
supplemental information to investors. These measures should be used in
addition to, and in conjunction with, results presented in accordance with
GAAP. These measures should not be relied upon to the exclusion of the
company’s GAAP financial measures. The company strongly encourages
investors to review its financial statements in their entirety and to not
rely on any single financial measure. Because non-GAAP financial measures
are not standardized, it may not be possible to compare these financial
measures with other companies’ non-GAAP financial measures having the same
or similar names.
Conference Call Information
Rubio’s will not hold a conference call to discuss the merger transaction
and financial results for the second quarter of 2010.
Cautions Regarding Forward-Looking Statements
All statements in this press release that are not historical are
forward-looking statements within the meaning of Section 21E of the
Securities Exchange Act of 1934. Such forward-looking statements may be
identified by words such as “believe,” “intend,” “expect,” “may,” “could,”
“would,” “will,” “should,” “plan,” “project,” “contemplate,” “anticipate,”
or similar statements, including that Mill Road Capital will acquire the
outstanding shares of the company’s common stock (other than the shares
held by Mill Road and its affiliates and certain shares held by Ralph
Rubio) in a cash merger transaction pursuant to the terms of a definitive
merger agreement for $8.70 per share. Because these statements reflect
current views concerning future events, these forward-looking statements
are subject to risks and uncertainties that could cause actual results to
differ materially from those expressed or implied in the forward-looking
statements. These factors include, but are not limited to, (1) the
occurrence of any event, change or other circumstances that could give rise
to the termination of the merger agreement; (2) the inability to complete
the merger due to the failure to satisfy the other conditions to completion
of the merger; (3) the risk that the proposed transaction disrupts current
plans and operations and the potential difficulties in employee retention
as a result of the merger; and (4) other risks that are set forth in the
“Risk Factors,” “Legal Proceedings” and “Management Discussion and Analysis
of Results of Operations and Financial Condition” sections of Rubio’s
filings with the Securities and Exchange Commission, or SEC. In addition,
the company’s actual results may differ substantially from any such
forward-looking statements as a result of various factors, many of which
are beyond the company’s control, including, among others, the company’s
comparable store sales results and revenues, the adverse effect the
significant downturn in the economy has on the spending and dining out
frequency of the company’s customers, the company’s ability to manage its
product, labor expenses and other restaurant costs, the costs associated
with recent healthcare reform legislation, the results of the company’s
evaluation of its strategic alternatives, the success of the company’s
promotions, new product offerings and marketing strategies, the company’s
ability to recruit and retain qualified personnel, adverse effects of
weather and natural disasters, the adequacy of the company’s reserves
related to closed stores or stores to be sold, increased depreciation or
asset write downs, the company’s ability to manage ongoing and
unanticipated costs, such as costs to comply with regulatory compliance and
litigation costs, the company’s ability to implement a franchise strategy,
the company’s ability to open additional restaurants in the coming periods
that satisfy the company’s revenue objectives, the company’s ability to
successfully resolve the company’s employment and securities class action
lawsuits filed in California and Delaware and the effects of
ever-increasing competition. These and other factors can be found in the
company’s filings with the SEC including, without limitation, in the “Risk
Factors” section of the company’s most recent Annual Report on Form 10-K
and the “Legal Proceedings” section of its most recent Quarterly Report on
Form 10-Q. The company undertakes no obligation to release publicly the
results of any revision to these forward-looking statements to reflect
events or circumstances following the date of this release.
Important Additional Information
All parties desiring details regarding the proposed transaction with Mill
Road Capital are urged to review the definitive agreement, as amended, as
filed with the SEC on Form 8-Ks dated May 9, 2010 and July 19, 2010,
respectively, and are available on the SEC’s website at http://www.sec.gov.
In connection with the proposed transaction, Rubio’s filed a definitive
proxy statement with the SEC on July 21, 2010, as well as other documents
regarding the proposed transaction, which are available on the SEC’s
website at http://www.sec.gov. INVESTORS AND SECURITY HOLDERS ARE
ADVISED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER FILED DOCUMENTS
CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION. Shareholders can obtain a free-of-charge copy of the
definitive proxy statement and other relevant documents filed with the SEC
from the SEC’s website at http://www.sec.gov. Shareholders can also obtain
a free-of-charge copy of the definitive proxy statement and other relevant
documents by directing a request by mail or telephone to Rubio’s
Restaurants, Inc., Attention: Frank Henigman, 1902 Wright Place, Suite
300, Carlsbad, CA 92008, or from Rubio’s website,
http://www.edocumentview.com/RUBO. Rubio’s and certain of its directors,
executive officers and other members of management and employees may, under
the rules of the SEC, be deemed to be “participants” in the solicitation of
proxies from stockholders of Rubio’s in favor of the proposed transaction.
Information regarding Rubio’s directors and executive officers as well as
additional information regarding the interests of such participants are
included in the definitive proxy statement and the other relevant documents
filed with the SEC.
About Rubio’s® Restaurants, Inc. (
Bold, distinctive, Baja-inspired food is the hallmark of Rubio’s Fresh
Mexican Grill®. The first Rubio’s was opened in 1983 in the Mission Bay
community of San Diego by Ralph Rubio and his father, Ray Rubio. Rubio’s is
credited with introducing fish tacos to Southern California and starting a
phenomenon that has spread coast to coast. In addition to chargrilled
marinated chicken, lean carne asada steak, and slow-roasted pork carnitas,
Rubio’s menu features seafood items including grilled mahi mahi and shrimp.
Guacamole and a variety of salsas and proprietary sauces are made from
scratch daily, and Rubio’s uses canola oil with zero grams trans fat per
serving. The menu includes tacos, burritos, salads and bowls, quesadillas,
HealthMex® offerings which are lower in fat and calories, and domestic
and imported beer in most locations. Each restaurant design is reminiscent
of the relaxed, warm and inviting atmosphere of Baja California, a coastal
state of Mexico. Headquartered in Carlsbad, California, Rubio’s operates,
licenses or franchises more than 195 restaurants in California, Arizona,
Colorado, Utah and Nevada. More information can be found at
http://www.rubios.com.
RUBIO'S RESTAURANTS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)
For the Thirteen For the Twenty-Six
Weeks Ended Weeks Ended
------------------ ------------------
June 27, June 28, June 27, June 28,
2010 2009 2010 2009
-------- -------- -------- --------
RESTAURANT SALES $ 48,476 $ 48,631 $ 95,184 $ 94,939
FRANCHISE AND LICENSING REVENUES 34 36 59 65
-------- -------- -------- --------
TOTAL REVENUES 48,510 48,667 95,243 95,004
COST OF SALES 12,426 12,933 24,287 25,406
RESTAURANT LABOR 15,777 15,692 31,444 30,944
RESTAURANT OCCUPANCY AND OTHER 12,503 11,848 23,936 23,143
GENERAL AND ADMINISTRATIVE EXPENSES 5,646 4,418 10,241 8,555
DEPRECIATION AND AMORTIZATION 2,375 2,449 4,791 4,945
PRE-OPENING EXPENSES 177 105 271 276
ASSET IMPAIRMENT 175 359 175 359
LOSS ON DISPOSAL/SALE OF PROPERTY 97 99 205 184
-------- -------- -------- --------
OPERATING (LOSS) INCOME (666) 764 (107) 1,192
INTEREST (EXPENSE) INCOME AND
INVESTMENT INCOME, NET (16) (38) (46) (71)
-------- -------- -------- --------
(LOSS) INCOME BEFORE INCOME TAXES (682) 726 (153) 1,121
INCOME TAX (BENEFIT) EXPENSE (295) 214 (133) 364
-------- -------- -------- --------
NET (LOSS) INCOME $ (387) $ 512 $ (20) $ 757
======== ======== ======== ========
BASIC EARNINGS DATA
EPS $ (0.04) $ 0.05 $ (0.00) $ 0.08
======== ======== ======== ========
AVERAGE SHARES OUTSTANDING 10,103 9,960 10,103 9,958
======== ======== ======== ========
DILUTED EARNINGS DATA
EPS $ (0.04) $ 0.05 $ (0.00) $ 0.08
======== ======== ======== ========
AVERAGE SHARES OUTSTANDING 10,103 10,053 10,103 10,038
======== ======== ======== ========
RUBIO'S RESTAURANTS, INC.
OPERATING RESULTS AS A PERCENTAGE OF TOTAL REVENUES
(unaudited)
Percentage of Total Percentage of Total
Revenues Revenues
For the Thirteen For the Twenty-Six
Weeks Ended Weeks Ended
--------- --------- --------- ---------
June 27, June 28, June 27, June 28,
2010 2009 2010 2009
--------- --------- --------- ---------
TOTAL REVENUES 100.0% 100.0% 100.0% 100.0%
COST OF SALES (1) 25.6% 26.6% 25.5% 26.8%
RESTAURANT LABOR (1) 32.5% 32.3% 33.0% 32.6%
RESTAURANT OCCUPANCY AND OTHER (1) 25.8% 24.4% 25.1% 24.4%
GENERAL AND ADMINISTRATIVE
EXPENSES 11.6% 9.1% 10.8% 9.0%
DEPRECIATION AND AMORTIZATION 4.9% 5.0% 5.0% 5.2%
PRE-OPENING EXPENSES 0.4% 0.2% 0.3% 0.3%
ASSET IMPAIRMENT 0.4% 0.7% 0.2% 0.4%
LOSS ON DISPOSAL/SALE OF
PROPERTY 0.2% 0.2% 0.2% 0.2%
OPERATING (LOSS) INCOME -1.4% 1.6% -0.1% 1.3%
INTEREST (EXPENSE) INCOME AND
INVESTMENT INCOME, NET 0.0% -0.1% 0.0% -0.1%
(LOSS) INCOME BEFORE INCOME
TAXES -1.4% 1.5% -0.2% 1.2%
INCOME TAX (BENEFIT) EXPENSE -0.6% 0.4% -0.1% 0.4%
NET (LOSS) INCOME -0.8% 1.1% 0.0% 0.8%
(1) As a percentage of restaurant sales
RUBIO'S RESTAURANTS, INC
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
(unaudited)
------------ ------------
June 27, December 27,
2010 2009
------------ ------------
CASH AND SHORT-TERM INVESTMENTS $ 9,473 $ 9,544
OTHER CURRENT ASSETS 8,876 9,505
PROPERTY - NET 44,974 43,086
OTHER ASSETS 13,466 12,566
------------ ------------
TOTAL ASSETS $ 76,789 $ 74,701
============ ============
CURRENT LIABILITIES $ 22,180 $ 20,947
OTHER LIABILITIES 7,051 6,599
STOCKHOLDERS' EQUITY 47,558 47,155
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 76,789 $ 74,701
============ ============