A-ha's that might've slipped past you

You can’t miss a wave that’s reshaping the restaurant business. Harder to spot are the ripples that could swell into powerful forces. Consider these recent developments, for instance:

‘Menu disclosure’ is redefined. The term was once synonymous with posting calorie counts and other nutritional metrics so consumers could make an informed choice. Now we’re seeing a secondary designation.

Amid all the hoopla over the opening of Chipotle’s ShopHouse Southeast Asian Kitchen was a little-noticed detail brought to light by the Washington Post: Not everything on the menu was what it purported to be. Two of the sauces for vegetarian were actually made with fish stock, a huge no-no to the more orthodox non-flesh-eaters.

As the Post subsequently reported, ShopHouse quickly rectified the situation by adding an asterisk to the menu listings, alerting customers that the sauces are non-vegetarian.

It must’ve been déjà vu all over again for the concept’s parent. About a week beforehand, a tweeter with a large following voiced 140 characters’ worth of indignation that Chipotle’s pinto beans were flavored with bacon. Co-CEO Steve Ells called the tweeter (he’s an editor of Maxim, the breasts-and-beer magazine), apologized, and explained that the menu description had been corrected.

Meanwhile, Wendy’s drew fire because of its switch to buttered hamburger buns for the new Dave’s Hot ‘n Juicy line. Websites pointed out that the butter could be a hazard to consumers who are allergic to dairy products, and faulted the chain for not flagging the newfound danger more clearly on its website.

Franchisors could be seriously ding’d by the tax man. It slipped past almost unnoticed, but KFC lost a landmark court decision this week that should worry every franchisor. The U.S. Supreme Court rebuffed an attempt by the Yum! Brans holding to keep Iowa from assessing it for state income taxes.

The franchisor pointed out that it doesn’t operate a single restaurant in the state; all the units there are franchise stores. It doesn’t even have a single employee.

But the Supreme Court rejected the appeal. KFC will have to pay the $250,000 that Iowa says it’s due in income taxes on the franchise royalties and fees that were channeled to chain headquarters in Kentucky.

Two days, two bankruptcies of Sun Capital holdings. Are economic realities catching up to the private-equity raiders?
No PE investor gobbled up as many restaurant brands before and during the Great Recession as Sun, whose portfolio extends from Captain D’s to Bar Louie. The acquisitions included stakes in Friendly’s and Real Mex, parent of the Chevys, El Torito and Acapulco chains, both of which are now being run under the scrutiny of a bankruptcy court. Sun is undoubtedly the owner of more concepts than any other entity in the business, and is likely one of the bigger operator-franchisors as well.

It’s become an industry parlor game to speculate about what Sun will do with those holdings. An IPO for a select chain? Or for several, packaged together? How about a sale to other PE companies? Or to a strategic buyer? Maybe some will be crunched up and sold piecemeal for their locations, the way an auto is sold for parts.

It’s safe to say that Sun didn’t buy anything with a hope of seeing it go bankrupt. What does that portend a company with that much vulnerability to a restaurant downturn on its books?

Looks as if the parlor game has just been updated.

News roundup from the long weekend

Holiday cheer…
Mall restaurants should be in a jolly mood after watching retail neighbors host 8.7% more shoppers on Black Friday than they did a year ago, according to the National Retail Federation. Presumably some of those shoppers rested their tired feet while munching a sandwich, salad or slyder. The 212 million bargain hunters went home with wallets lighter by $364.34 on average—$22 more then they typically spent last year on the traditional start of the holiday shopping season. The NRF termed the turnout an “encouraging” sign for the rest of the year.

But a touch of the Grinch
But there’s at least one “bah, humbug!” for restaurants this year. The NRF projects that sales of restaurant gift cards will hold at last year’s depressed levels. The association didn’t cite a reason, but a survey of consumers found a high percentage who believe they can get more for their buck by buying merchandise on sale.

Natural instinct
“Natural” is emerging as the menu descriptor of the moment. Panera Bread Co.’s newest menu item is a chili made with brisket trumpeted as “all-natural.” It’s served with chunks of cornbread on top. The introduction follows Wendy’s rollout of what it’s touting as natural-cut French fries, with the skin left on.

Something fishy to the BK deal?
The Securities Exchange is investigating the $4-billion purchase of Burger King Holdings for evidence of insider trading, according to HuffingtonPost columnist Dan Dorfman. The veteran deal-watcher reported Friday that the SEC and another watchdog group are asking brokerages for information about customers’ purchase of BKH shares prior to the announcement of the takeover by the Brazilian private equity group 3G.

Random scuttlebutt
Nation’s Restaurant News is being sold to Penton Media, the parent of Restaurant Hospitality and Food Management magazines, according to a blog posting on MediaBistro…Jack in the Box should spin off its Qdoba burrito chain to focus on its core business, asserts stock-picker Ryan C. Fuhrmann.

Beans spilled in BK deal?

Financial columnist Dan Dorfman reported yesterday that the $3.4 billion purchase of Burger King is being investigated by the Securities and Exchange Commission and another Wall Street watchdog for possible insider trading.

In a Huffington Post column, the longtime deal-watcher reported that the SEC and the Financial Industry Regulatory Authority have asked brokerages for information about clients’ purchase of BK Holdings stock prior to the announcement of 3G's intention to buy the fast-food brand.

Dorfman did not suggest that 3G, a Brazilian private equity firm, is suspected of any wrong-doing.

Who is that masked bidder?

You have to wonder why the second company to tender a bid for Carl’s Jr. and Hardee’s is hell-bent on masking its identity. Suitor No. 1, after all, is all but hiring skywriters to tout its interest: “Thomas H. Lee wants to do burgers!”

So why the secrecy for would-be buyer No. 2? After thinking about it at length today, I’m convinced there are three possible answers:

1) The bidder is actually Bruce Wayne, who's thinking of the possible movie tie-ins. It’s always dicey when you live over a secret cave and have an alternate crime-fighting ego in the age of YouTube. Besides, Alfred’s not getting any younger, and he could spill the beans about the capes and all those nifty toys if reporters come a-calling.

2) The would-be buyer doesn’t want to drive up the price of CKE Restaurants, the chains' parent, by sparking a bidding war. That, in turn, could be the case if the acquisition is a strategic one. If the addition of those brands makes terrific sense for the suitor, the market might bet the second party would be willing to sweeten its offer.

So what companies fit that fit that bill?

How about Yum Brands? Burgers are a gaping hole in its franchise portfolio, and both Carl’s and Hardee’s have geographic room to grow.

Or how about an East Coast brand that could suddenly have a big presence in the West and Central West? That description could apply to a few brands, including Chick-fil-A. Then again, that’s not the type of operation to do something rash. But it would have the wherewithal.

3) This cloaked suitor doesn’t want to alarm its current employees, or possibly even its investors. It’d rather complete the deal before it needlessly worries key constituencies and creates a nightmare for itself.

But that sounds unlikely. So I’m putting my money on the likelihood that the challenger is a restaurant company who sees the two regional burger chains as good complements to its current holdings.

Then again, I had Kansas winning the NCAA championship.