Rumors of a possible Ruby Tuesday sale have swirled for months. To some investors, the move has felt inevitable, especially as the casual dining chain continues a strategic evaluation process that has stretched more than six months. The question, though, isn’t when, but who will buy it, according to Josh Gordon, an analyst at Pacific Management Consulting Group.
Gordon told TheStreet that Ruby Tuesday’s lengthy review, and latest results, makes it the weakest of all publicly traded casual dining brands. “Clearly they've been trying to sell the company but no one wants to buy it," Gordon said in the article.
There are definite warning signs. Ruby Tuesday announced during its fourth-quarter review in August that it was postponing its annual shareholders meeting from December to January due to the “ongoing strategic review process.” This also pushed back the deadline for shareholders to nominate dissident director candidates from September 7 to October 23.
“It's important to note that we are still conducting a strategic and financial review aimed at maximizing shareholder value,” Jim Hyatt, president and chief executive officer, said in a conference call in August. “We have been working diligently with our financial adviser and legal counsel to review all options available to us. However, we cannot provide any assurance that a transaction will occur or what the terms would be of such a transaction. Although the strategic alternatives review process is ongoing, it is entering its final stage, and we expect that it will be completed without delay.”
TheStreet suggests the postponement could forecast influence from activist investor Glenn Welling and his fund, Engaged Capital LLC, which owns a 3.3 percent position. Will this signal a director-election fight if Ruby Tuesday doesn’t shake up its company?
Some believe Engaged wants Ruby Tuesday to sell the company or much of its real estate. Ruby Tuesday owns the land and buildings for 269 of the 543 company-owned locations, according to a securities filing. Only 62 of the brand’s 600 or so restaurants are franchised.
TheStreet says that Engaged could also push Rub Tuesday to stop operating restaurants and become a “pure-play real estate company by converting itself into a REIT.” Or Ruby Tuesday could sell its real estate and lease it back. The other option is for a private-equity firm to buy Ruby Tuesday and then sell the land holdings.
And here’s where the debate rages. Is that strategy appealing enough to a private-equity company? TheStreet used the example of Golden Gate Capital LP, which bought Red Lobster for $2.1 billion in 2014 and reached a $1.5 billion sale-leaseback agreement for the chain’s real estate as part of the deal, which helped fund the acquisition. Golden Gate also purchased Bob Evans Farms Inc., and has since sold the real estate for about 55 locations to three REITs.
Gordon recommended restraint in this strategy, using the tale of Macaroni Grill as proof. Golden Gate’s $131.5 million acquisition of the brand in 2008 turned into a $55 million sale to Ignite Restaurant Group—a company that filed for bankruptcy earlier this year.
“It was a falling knife that came down on them," he told TheStreet. "Macaroni Grill didn't own any real estate while Ruby Tuesday has a lot of real estate. Nevertheless there are lots of parallels. The acquisition helped drive Ignite Group's descent into bankruptcy."
Ruby Tuesday could also go private in a leverage buyout, which would pave the way for a retracted footprint and more franchised stores.
Maxim Group LLC analyst Stephen Anderson also chimed in, saying that Ruby Tuesday could convert itself into a REIT and lease out locations. “You have to question whether the restaurant operation company strategy works or whether it would be better as a real estate company,” he told TheStreet.
Undoubtedly, there is plenty of uncertainty around Ruby Tuesday. Hyatt said in the call that leadership would “provide an update when appropriate or necessary upon completion of the process.”
Hyatt, who served as the CEO of Church’s Chicken from 2011–2016 and was previously the president and CEO of Cosí, took over the role at Ruby Tuesday in April. The company reported same-store sales declines of 1.6 percent in the fourth quarter. Total revenue declined 8.8 percent to $254.9 million, a reflection of the net reduction of 103 company-owned stores compared to the fourth quarter of the prior fiscal year. Ninety-five of those restaurants closed in connection with the company’s August 11, 2016 announcement.
Ruby Tuesday’s net loss in the quarter was $8.7 million or 14 cents per diluted share, compared to $27.6 million, or 46 cents per diluted share the previous year.
The company also announced what it’s calling a “Plan to Win” strategy aimed at improving operations in the coming year.
It looks like this:
Improve Total Guest Experience
- Develop and rollout nine to 12 months operations calendar to enhance operational excellence and support the marketing calendar
- Deploy Operations and Restaurant Support Center platforms to drive performance
- Focus on progressive improvement on all guest experience attributes
Ignite Same Restaurant Sales Growth
- Develop 12 to 15 month marketing calendar to increase frequency of existing and new target guests
- Drive improved ROI for marketing and media spending
- Implement menu simplification and test and pilot new lunch menu
- Re-energize To-Go and Catering Programs
Deliver System Profitability
- Reconfigure and optimize G&A expenses
- Deploy P&L benchmarking tool to drive accountability and enhance unit profitability
- Optimize supply chain process for profitability