UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 4, 2009
KRISPY KREME DOUGHNUTS,
INC.
(Exact name of registrant as
specified in its charter)
| North Carolina | 001-16485 | 56-2169715 |
| (State or other jurisdiction | (Commission File Number) | (I.R.S. Employer Identification |
| of incorporation) | No.) |
370 Knollwood Street, Winston-Salem,
North Carolina 27103
(Address of principal
executive offices)
Registrants telephone number, including area code: (336) 725-2981
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
Item 7.01
Regulation FD Disclosure.
Pursuant to Items 2.02 and 7.01 of this current report, Krispy Kreme Doughnuts, Inc. hereby furnishes the information set forth in its press release issued on June 4, 2009, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release (Krispy Kreme Reports Operating and Net Income for the First Quarter of Fiscal 2010), dated June 4, 2009, is being furnished pursuant to Items 2.02 and 7.01. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| KRISPY KREME DOUGHNUTS, INC. | ||
| Dated: June 4, 2009 | ||
| By: | /s/ Douglas R. Muir | |
| Douglas R. Muir | ||
| Chief Financial Officer | ||
| Krispy Kreme Contact: | |
| Brian K. Little | |
| FOR IMMEDIATE RELEASE | 336-726-8825 |
| blittle@KrispyKreme.com |
KRISPY KREME REPORTS OPERATING AND NET
INCOME FOR THE FIRST
QUARTER OF FISCAL 2010
Winston-Salem, NC June 4, 2009 Krispy Kreme Doughnuts, Inc. (NYSE: KKD) (the Company) today reported financial results for the first quarter of fiscal 2010, ended May 3, 2009.
First Quarter Highlights:
We continue to make progress in executing our strategic plans, said Jim Morgan, Chairman, President and Chief Executive Officer. Our operating profit improved from the first quarter of last year despite the effects of $2.4 million of lease termination costs in this years quarter, and we reported a bottom line profit of $1.9 million despite those charges and $1.1 million of charges related to amendments to our secured credit facilities. While we are pleased with the improvement in our operating results for the quarter, we are not satisfied with them, and we remain focused on rebuilding the Company for the long term. First quarter accomplishments include:
In addition, we have devoted increased attention to marketing in preparation for the traditionally slower summer months, which are now upon us. We are focusing on our mini doughnuts, iced beverages and Kool Kreme soft serve product with its complementary fresh fruit bar.
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During the quarter, we prepaid $20 million of principal on our term loan, reducing its balance to $54 million. Even after this significant use of cash for debt reduction, we finished the quarter with $21 million of cash and $9 million of unused revolving credit. As previously announced, we reached an agreement with our lenders on amendments to our credit facilities that should enable us to remain in compliance with the agreements and enable these facilities to continue to provide backup sources of liquidity.
Our employees have been the key to the results we have achieved so far, Morgan concluded. While much remains to be done, our entire Krispy Kreme team is highly focused on executing our strategies, and we look forward to seeing the benefits of these strategies more fully reflected in our financial results in the years ahead.
Management will host a conference call to review first quarter results this afternoon at 4:30 p.m. (ET). A live webcast of the conference call will be available at www.KrispyKreme.com . To access an archived audio replay of the call, dial 888-203-1112 and enter the passcode 3624608. International callers may access the replay by dialing 719-457-0820 and entering passcode 3624608. The audio replay will be available through June 11, 2009.
About Krispy Kreme
Krispy Kreme is a leading branded retailer and wholesaler of
high-quality doughnuts and packaged sweets, including its Original
Glazed
®
doughnut. Headquartered in Winston-Salem, NC, the Company has offered the
highest quality doughnuts and great tasting coffee since it was founded in 1937.
Today, Krispy Kreme can be found in over 525 locations around the world. Visit
us at
www.KrispyKreme.com
.
###
Information contained in this press release, other than historical information, should be considered forward-looking. Forward-looking statements are subject to various risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or expected. Among the key factors that may have a direct bearing on Krispy Kreme's operating results, performance or financial condition are the quality of Company and franchise store operations; our ability, and our dependence on the ability of our franchisees, to execute on our and their business plans; our relationships with our franchisees; our ability to implement our international growth strategy; our ability to implement our new domestic operating model; currency, economic, political and other risks associated with our international operations; the price and availability of raw materials needed to produce doughnut mixes and other ingredients; compliance with government regulations relating to food products and franchising; our relationships with wholesale customers; our ability to protect our trademarks and trade secrets; risks associated with our high levels of indebtedness; restrictions on our operations and compliance with covenants contained in our secured credit facilities; changes in customer preferences and perceptions; risks associated with competition; and other factors discussed in Krispy Kreme's periodic reports filed with the Securities and Exchange Commission.
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KRISPY KREME DOUGHNUTS, INC.
CONSOLIDATED BALANCE SHEET
(Unaudited)
(In thousands)
| May 3, | Feb. 1, | ||||||
| 2009 | 2009 | ||||||
| ASSETS | |||||||
| CURRENT ASSETS: | |||||||
| Cash and cash equivalents | $ | 21,184 | $ | 35,538 | |||
| Receivables | 19,095 | 19,229 | |||||
| Accounts and notes receivable equity method franchisees | 1,253 | 1,019 | |||||
| Inventories | 15,080 | 15,587 | |||||
| Deferred income taxes | 106 | 106 | |||||
| Other current assets | 4,751 | 4,327 | |||||
| Total current assets | 61,469 | 75,806 | |||||
| Property and equipment | 84,088 | 85,075 | |||||
| Investments in equity method franchisees | 1,276 | 1,187 | |||||
| Goodwill and other intangible assets | 23,856 | 23,856 | |||||
| Other assets | 9,632 | 9,002 | |||||
| Total assets | $ | 180,321 | $ | 194,926 | |||
| LIABILITIES AND SHAREHOLDERS EQUITY | |||||||
| CURRENT LIABILITIES: | |||||||
| Current maturities of long-term debt | $ | 1,077 | $ | 1,413 | |||
| Accounts payable | 7,627 | 8,981 | |||||
| Accrued liabilities | 31,515 | 29,222 | |||||
| Total current liabilities | 40,219 | 39,616 | |||||
| Long-term debt, less current maturities | 53,403 | 73,454 | |||||
| Deferred income taxes | 106 | 106 | |||||
| Other long-term obligations | 25,667 | 23,995 | |||||
| Commitments and contingencies | |||||||
| SHAREHOLDERS EQUITY: | |||||||
| Preferred stock, no par value | | | |||||
| Common stock, no par value | 362,901 | 361,801 | |||||
| Accumulated other comprehensive loss | (710 | ) | (913 | ) | |||
| Accumulated deficit | (301,265 | ) | (303,133 | ) | |||
| Total shareholders equity | 60,926 | 57,755 | |||||
| Total liabilities and shareholders equity | $ | 180,321 | $ | 194,926 | |||
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KRISPY KREME DOUGHNUTS, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
(In thousands, except per share amounts)
| Three Months Ended | |||||||
| May 3, | May 4, | ||||||
| 2009 | 2008 | ||||||
| Revenues | $ | 93,420 | $ | 103,641 | |||
| Operating expenses: | |||||||
| Direct operating expenses (exclusive of depreciation | |||||||
| and amortization shown below) | 76,968 | 89,479 | |||||
| General and administrative expenses | 6,314 | 6,847 | |||||
| Depreciation and amortization expense | 1,993 | 2,236 | |||||
| Impairment charges and lease termination costs | 2,357 | (645 | ) | ||||
| Other operating (income) and expense, net | 10 | 111 | |||||
| Operating income | 5,778 | 5,613 | |||||
| Interest income | 14 | 126 | |||||
| Interest expense | (3,817 | ) | (2,063 | ) | |||
| Equity in income (losses) of equity method | |||||||
| franchisees | 101 | (268 | ) | ||||
| Other non-operating income and (expense), net | | 924 | |||||
| Income before income taxes | 2,076 | 4,332 | |||||
| Provision for income taxes | 208 | 298 | |||||
| Net income | $ | 1,868 | $ | 4,034 | |||
| Income per common share: | |||||||
| Basic | $ | .03 | $ | .06 | |||
| Diluted | $ | .03 | $ | .06 | |||
| Basic - weighted average shares outstanding | 67,100 | 64,703 | |||||
|
|
|||||||
| Diluted - weighted average shares outstanding | 67,473 | 66,101 | |||||
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KRISPY KREME DOUGHNUTS, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
(In thousands)
| Three Months Ended | |||||||
| May 3, | May 4, | ||||||
| 2009 | 2008 | ||||||
| CASH FLOW FROM OPERATING ACTIVITIES: | |||||||
| Net income | $ | 1,868 | $ | 4,034 | |||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||
| Depreciation and amortization | 1,993 | 2,236 | |||||
| Deferred income taxes | (134 | ) | (36 | ) | |||
| Impairment charges | 162 | 158 | |||||
| Accrued rent expense | (44 | ) | 157 | ||||
| Loss on disposal of property and equipment | 85 | 40 | |||||
| Gain on disposal of interest in equity method franchisee | | (931 | ) | ||||
| Unrealized (gain) loss on interest rate derivatives | 187 | (597 | ) | ||||
| Share-based compensation | 1,116 | 1,223 | |||||
| Provision for doubtful accounts | (82 | ) | (760 | ) | |||
| Amortization of deferred financing costs | 326 | 452 | |||||
| Equity in (income) losses of equity method franchisees | (101 | ) | 268 | ||||
| Other | (1 | ) | 139 | ||||
| Change in assets and liabilities: | |||||||
| Receivables | (54 | ) | 541 | ||||
| Inventories | 507 | (476 | ) | ||||
| Other current and non-current assets | 1,090 | 1,609 | |||||
| Accounts payable and accrued liabilities | 1,358 | (533 | ) | ||||
| Other long-term obligations | 1,075 | (1,019 | ) | ||||
| Net cash provided by operating activities | 9,351 | 6,505 | |||||
| CASH FLOW FROM INVESTING ACTIVITIES: | |||||||
| Purchase of property and equipment | (2,370 | ) | (718 | ) | |||
| Proceeds from disposals of property and equipment | 24 | 125 | |||||
| Other investing activities | (2 | ) | 4 | ||||
| Net cash used for investing activities | (2,348 | ) | (589 | ) | |||
| CASH FLOW FROM FINANCING ACTIVITIES: | |||||||
| Repayment of long-term debt | (20,387 | ) | (1,050 | ) | |||
| Deferred financing costs | (954 | ) | (434 | ) | |||
| Proceeds from exercise of stock options | | 52 | |||||
| Repurchase of common shares | (16 | ) | (20 | ) | |||
| Net cash used for financing activities | (21,357 | ) | (1,452 | ) | |||
| Effect of exchange rate changes on cash | | (12 | ) | ||||
| Net increase (decrease) in cash and cash equivalents | (14,354 | ) | 4,452 | ||||
| Cash and cash equivalents at beginning of period | 35,538 | 24,735 | |||||
| Cash and cash equivalents at end of period | $ | 21,184 | $ | 29,187 | |||
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KRISPY KREME DOUGHNUTS, INC.
SEGMENT INFORMATION
(In thousands)
| Three Months Ended | |||||||
| May 3, | May 4, | ||||||
| 2009 | 2008 | ||||||
| Revenues: | |||||||
| Company Stores | $ | 65,857 | $ | 72,182 | |||
| Domestic Franchise | 2,051 | 2,046 | |||||
| International Franchise | 3,878 | 4,466 | |||||
| KK Supply Chain: | |||||||
| Total revenues | 44,858 | 50,719 | |||||
| Less- intersegment sales elimination | (23,224 | ) | (25,772 | ) | |||
| External KK Supply Chain revenues | 21,634 | 24,947 | |||||
| Total revenues | $ | 93,420 | $ | 103,641 | |||
| Operating income: | |||||||
| Company Stores | $ | 2,944 | $ | (294 | ) | ||
| Domestic Franchise | 1,180 | 1,120 | |||||
| International Franchise | 2,435 | 3,322 | |||||
| KK Supply Chain | 8,139 | 7,992 | |||||
| Unallocated general and administrative expenses | (6,563 | ) | (7,172 | ) | |||
| Impairment charges and lease termination costs | (2,357 | ) | 645 | ||||
| Total operating income | $ | 5,778 | $ | 5,613 | |||
| Depreciation and amortization expense: | |||||||
| Company Stores | $ | 1,496 | $ | 1,628 | |||
| Domestic Franchise | 21 | 21 | |||||
| International Franchise | | | |||||
| KK Supply Chain | 227 | 262 | |||||
| Corporate administration | 249 | 325 | |||||
| Total depreciation and amortization expense | $ | 1,993 | $ | 2,236 | |||
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KRISPY KREME DOUGHNUTS, INC.
STORE COUNT
| NUMBER OF STORES | ||||||||
| DOMESTIC | INTERNATIONAL | TOTAL | ||||||
| Number of Stores at May 3, 2009: | ||||||||
| Company: | ||||||||
| Factory | 80 | | 80 | |||||
| Satellite | 11 | | 11 | |||||
| Total Company | 91 | | 91 | |||||
| Franchise: | ||||||||
| Factory | 102 | 95 | 197 | |||||
| Satellite | 28 | 220 | 248 | |||||
| Total Franchise | 130 | 315 | 445 | |||||
| Total Systemwide | 221 | 315 | 536 | |||||
| NUMBER OF STORES | ||||||||
| FACTORY | SATELLITE | TOTAL | ||||||
| Three Months Ended May 3, 2009: | ||||||||
| FEBRUARY 1, 2009 | 281 | 242 | 523 | |||||
| Opened | 4 | 22 | 26 | |||||
| Closed | (8 | ) | (5 | ) | (13 | ) | ||
| MAY 3, 2009 | 277 | 259 | 536 | |||||
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KRISPY KREME DOUGHNUTS, INC.
SELECTED OPERATING STATISTICS
(Dollars in thousands)
| Three Months Ended | |||||
| May 3, | May 4, | ||||
| 2009 | 2008 | ||||
| Year over year percentage change in systemwide sales (1) | (8.0 )% | 2.4 % | |||
| Year over year percentage change in systemwide sales, | |||||
| exclusive of the effects of changes in foreign currency | |||||
| rates (2) | (2.3 )% | NA | |||
| Average weekly sales per store (3): | |||||
| Company | $ | 54.3 | $ | 53.7 | |
| Systemwide | $ | 28.3 | $ | 35.3 | |
| Systemwide, exclusive of the effects of changes in | |||||
| foreign currency rates (2) | $ | 30.1 | $ | 35.3 | |
| Store operating weeks (4): | |||||
| Company | 1,209 | 1,339 | |||
| Systemwide | 6,543 | 5,699 | |||
| Change in Company same store sales (5) | 2.1 % | 1.2 % | |||
| Company off-premises sales (6): | |||||
| Change in average weekly number of doors | (9.4 )% | (6.7 )% | |||
| Change in average weekly sales per door | (1.2 )% | (8.6 )% | |||
| (1) | Systemwide sales, a non-GAAP financial measure, include the sales by both Company and franchise stores. The Company believes systemwide sales data are useful in assessing the overall performance of the Krispy Kreme brand and, ultimately, the performance of the Company. | |
| (2) | Computed on a pro forma basis assuming the average rate of exchange between the U.S. dollar and each of the foreign currencies in which the Companys international franchisees conducts business had been the same in the first quarter of fiscal 2010 as in the first quarter of fiscal 2009. | |
| (3) | Represents, on a Company and systemwide basis, total sales of all stores divided by the number of operating weeks for both factory and satellite stores. | |
| (4) | Represents, on a Company and systemwide basis, the aggregate number of weeks in a period that both factory and satellite stores were in operation. | |
| (5) | The change in same store sales represents the aggregate on-premises sales (including fundraising sales) during the current year period for all stores which had been open for more than 56 consecutive weeks during the current year period (but only to the extent such sales occurred in the 57 th or later week of each stores operation) divided by the aggregate on-premises sales of such stores for the comparable weeks in the preceding year period. Once a store has been open for at least 57 consecutive weeks, its sales are included in the computation of same stores sales for all subsequent periods. In the event a store is closed temporarily (for example, for remodeling) and has no sales during one or more weeks, such stores sales for the comparable weeks during the earlier or subsequent period are excluded from the same store sales computation. | |
| (6) | For Company off-premises sales, average weekly number of doors represents the average number of customer locations to which product deliveries are made during a week by Company Stores, and average weekly sales per door represents the average weekly sales to each such location by Company Stores. |
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