Delaware
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84-1303469
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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520 Zang Street, Suite D
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Broomfield, CO
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80021
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
o
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Accelerated filer
o
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Non-accelerated filer
x
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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Class
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Outstanding at October 31, 2014
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Class A Common Stock, $0.01 par value per share
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28,267,144 shares
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Class B Common Stock, $0.01 par value per share
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1,522,098 shares
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Page
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September 30,
2014 |
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December 31,
2013 |
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(unaudited)
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Assets
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Current assets:
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Cash and cash equivalents
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$
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2,248
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$
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968
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Accounts receivable
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3,910
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4,832
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Inventories
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9,154
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7,223
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Prepaid expenses and other assets
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6,690
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5,310
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Total current assets
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22,002
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18,333
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Property and equipment, net
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195,105
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167,614
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Intangibles
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1,789
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351
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Goodwill
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6,543
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—
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Other assets, net
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2,079
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1,504
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Total long-term assets
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205,516
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169,469
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Total assets
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$
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227,518
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$
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187,802
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Liabilities and Stockholders' Equity
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Current liabilities:
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Accounts payable
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$
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11,713
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$
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8,167
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Accrued payroll and benefits
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7,349
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7,121
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Accrued expenses and other current liabilities
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12,937
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8,877
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Total current liabilities
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31,999
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24,165
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Long-term debt
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21,500
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6,312
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Deferred rent
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33,745
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28,846
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Other long-term liabilities
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4,619
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4,006
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Total liabilities
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91,863
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63,329
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Stockholders' equity:
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Preferred stock—$0.01 par value, authorized 1,000,000 shares as of September 30, 2014 and December 31, 2013; no shares issued or outstanding
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—
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—
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Common stock—$0.01 par value, authorized 180,000,000 shares as of September 30, 2014 and December 31, 2013; 29,785,717 and 29,544,557 issued and outstanding as of September 30, 2014 and December 31, 2013, respectively
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298
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295
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Treasury stock, at cost, 67,586 and 65,478 shares as of September 30, 2014 and December 31, 2013, respectively
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(2,848
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)
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(2,777
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)
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Additional paid-in capital
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120,003
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116,647
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Retained earnings
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18,202
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10,308
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Total stockholders' equity
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135,655
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124,473
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Total liabilities and stockholders' equity
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$
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227,518
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$
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187,802
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Fiscal Quarter Ended
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Three Fiscal Quarters Ended
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September 30,
2014 |
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October 1,
2013 |
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September 30,
2014 |
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October 1,
2013 |
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Revenue:
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Restaurant revenue
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$
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105,143
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$
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87,864
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$
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291,789
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$
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256,744
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Franchising royalties and fees
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1,073
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1,072
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3,406
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2,711
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Total revenue
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106,216
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88,936
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295,195
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259,455
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Costs and expenses:
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Restaurant operating costs (exclusive of depreciation and amortization shown separately below):
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Cost of sales
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28,359
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23,127
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78,533
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67,524
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Labor
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31,884
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26,345
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88,410
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77,464
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Occupancy
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11,004
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8,870
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31,114
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25,824
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Other restaurant operating costs
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14,532
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11,315
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38,981
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32,962
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General and administrative
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7,545
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6,939
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22,806
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27,808
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Depreciation and amortization
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6,454
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5,238
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17,969
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15,074
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Pre-opening
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1,142
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1,183
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3,282
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2,873
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Asset disposals, closure costs and restaurant impairments
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251
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339
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658
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837
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Total costs and expenses
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101,171
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83,356
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281,753
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250,366
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Income from operations
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5,045
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5,580
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13,442
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9,089
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Interest expense
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112
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132
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168
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2,199
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Income before income taxes
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4,933
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5,448
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13,274
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6,890
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Provision for income taxes
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1,990
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2,183
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5,380
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2,633
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Net income
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$
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2,943
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$
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3,265
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$
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7,894
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$
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4,257
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Earnings per share of Class A and Class B common stock, combined:
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Basic
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$
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0.10
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$
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0.11
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$
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0.27
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$
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0.17
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Diluted
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$
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0.10
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$
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0.11
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$
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0.25
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$
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0.16
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Weighted average shares of Class A and Class B common stock outstanding, combined:
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Basic
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29,757,820
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29,399,650
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29,689,342
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25,382,805
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Diluted
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30,893,904
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31,063,213
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31,042,443
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26,528,004
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Fiscal Quarter Ended
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Three Fiscal Quarters Ended
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||||||||||||
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September 30,
2014 |
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October 1,
2013 |
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September 30,
2014 |
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October 1,
2013 |
||||||||
Net income
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$
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2,943
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$
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3,265
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$
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7,894
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$
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4,257
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Other comprehensive income:
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Cash flow hedges:
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||||||||
Reclassification of loss to net income
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—
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—
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—
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39
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Unrealized income on cash flow hedges
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—
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—
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—
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39
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|
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Provision for income tax on cash flow hedges
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—
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—
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—
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(15
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)
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Other comprehensive income, net of tax
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—
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—
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—
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|
24
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|
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Comprehensive income
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$
|
2,943
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|
|
$
|
3,265
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|
|
$
|
7,894
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|
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$
|
4,281
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|
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|
Three Fiscal Quarters Ended
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||||||
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September 30,
2014 |
|
October 1,
2013 |
||||
Operating activities
|
|
|
|
|
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Net income
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|
$
|
7,894
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|
|
$
|
4,257
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
17,969
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|
|
15,074
|
|
||
Deferred income taxes
|
|
5,380
|
|
|
366
|
|
||
Asset disposal, closure costs and restaurant impairments
|
|
658
|
|
|
837
|
|
||
Amortization of debt issuance costs and debt extinguishment expense
|
|
76
|
|
|
82
|
|
||
Stock-based compensation
|
|
1,028
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|
|
4,065
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|
||
Other noncash
|
|
—
|
|
|
(205
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
||||
Accounts receivable
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|
318
|
|
|
(1,276
|
)
|
||
Inventories
|
|
(1,639
|
)
|
|
(1,040
|
)
|
||
Prepaid expenses and other assets
|
|
(2,040
|
)
|
|
(1,050
|
)
|
||
Accounts payable
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|
3,169
|
|
|
787
|
|
||
Deferred rent
|
|
4,660
|
|
|
4,583
|
|
||
Income taxes
|
|
(505
|
)
|
|
1,904
|
|
||
Accrued expenses and other liabilities
|
|
485
|
|
|
4,078
|
|
||
Net cash provided by operating activities
|
|
37,453
|
|
|
32,462
|
|
||
Investing activities
|
|
|
|
|
||||
Purchases of property and equipment
|
|
(39,943
|
)
|
|
(39,788
|
)
|
||
Acquisition of franchise restaurants
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|
(13,623
|
)
|
|
—
|
|
||
Net cash used in investing activities
|
|
(53,566
|
)
|
|
(39,788
|
)
|
||
Financing activities
|
|
|
|
|
||||
Proceeds from issuance of long-term debt
|
|
211,326
|
|
|
101,731
|
|
||
Payments on long-term debt
|
|
(196,138
|
)
|
|
(194,498
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)
|
||
Issuance of common stock, net of transaction expenses
|
|
—
|
|
|
100,101
|
|
||
Conversion of Class B to Class A shares
|
|
(60
|
)
|
|
—
|
|
||
Acquisition of treasury stock
|
|
(71
|
)
|
|
—
|
|
||
Proceeds from exercise of stock options, warrants and employee stock purchase plan
|
|
2,336
|
|
|
—
|
|
||
Net cash provided by financing activities
|
|
17,393
|
|
|
7,334
|
|
||
Net increase in cash and cash equivalents
|
|
1,280
|
|
|
8
|
|
||
Cash and cash equivalents
|
|
|
|
|
||||
Beginning of period
|
|
968
|
|
|
581
|
|
||
End of period
|
|
$
|
2,248
|
|
|
$
|
589
|
|
|
|
September 30,
2014 |
|
December 31,
2013 |
||||
Leasehold improvements
|
|
$
|
199,261
|
|
|
$
|
169,953
|
|
Furniture, fixtures and equipment
|
|
108,882
|
|
|
92,695
|
|
||
Construction in progress
|
|
9,832
|
|
|
11,209
|
|
||
|
|
317,975
|
|
|
273,857
|
|
||
Accumulated depreciation and amortization
|
|
(122,870
|
)
|
|
(106,243
|
)
|
||
|
|
$
|
195,105
|
|
|
$
|
167,614
|
|
|
|
Fiscal Quarter Ended
|
|
Three Fiscal Quarters Ended
|
||||||||||||
|
|
September 30,
2014 |
|
October 1,
2013 |
|
September 30,
2014 |
|
October 1,
2013 |
||||||||
Provision for income taxes
|
|
$
|
1,990
|
|
|
$
|
2,183
|
|
|
$
|
5,380
|
|
|
$
|
2,633
|
|
Effective tax rate
|
|
40.3
|
%
|
|
40.1
|
%
|
|
40.5
|
%
|
|
38.2
|
%
|
|
Fiscal Quarter Ended
|
|
Three Fiscal Quarters Ended
|
||||||||||||
|
September 30,
2014 |
|
October 1,
2013 |
|
September 30,
2014 |
|
October 1,
2013 |
||||||||
Outstanding, beginning of period
|
3,324,822
|
|
|
3,474,398
|
|
|
3,309,872
|
|
|
2,973,168
|
|
||||
Granted
(1)
|
22,000
|
|
|
—
|
|
|
253,552
|
|
|
538,273
|
|
||||
Exercised
|
37,313
|
|
|
—
|
|
|
230,551
|
|
|
—
|
|
||||
Forfeited
|
1,401
|
|
|
1,961
|
|
|
24,765
|
|
|
39,004
|
|
||||
Outstanding, end of period
|
3,308,108
|
|
|
3,472,437
|
|
|
3,308,108
|
|
|
3,472,437
|
|
||||
Weighted average fair market value on option grant date
|
$
|
7.47
|
|
|
N/A
|
|
$
|
10.63
|
|
|
$
|
5.81
|
|
||
Stock based compensation expense
|
$
|
368
|
|
|
$
|
131
|
|
|
$
|
1,025
|
|
|
$
|
4,065
|
|
Capitalized stock based compensation expense
|
$
|
25
|
|
|
$
|
15
|
|
|
$
|
54
|
|
|
$
|
56
|
|
(1)
|
The stock options granted in the first three quarters of 2013 included
403,900
options awarded to
two
executive officers of which
50%
vested at the time of the IPO and the remaining vest annually in equal installments over
four
years on the anniversary of the grant.
|
|
|
Fiscal Quarter Ended
|
|
Three Fiscal Quarters Ended
|
||||||||||||
|
|
September 30,
2014 |
|
October 1,
2013 |
|
September 30,
2014 |
|
October 1,
2013 |
||||||||
Net income (in thousands):
|
|
$
|
2,943
|
|
|
$
|
3,265
|
|
|
$
|
7,894
|
|
|
$
|
4,257
|
|
Shares:
|
|
|
|
|
|
|
|
|
||||||||
Basic weighted average shares outstanding
|
|
29,757,820
|
|
|
29,399,650
|
|
|
29,689,342
|
|
|
25,382,805
|
|
||||
Dilutive stock options and warrants
|
|
1,136,084
|
|
|
1,663,563
|
|
|
1,353,101
|
|
|
1,145,199
|
|
||||
Diluted weighted average number of shares outstanding
|
|
30,893,904
|
|
|
31,063,213
|
|
|
31,042,443
|
|
|
26,528,004
|
|
||||
Earnings per share:
|
|
|
|
|
|
|
|
|
||||||||
Basic EPS
|
|
$
|
0.10
|
|
|
$
|
0.11
|
|
|
$
|
0.27
|
|
|
$
|
0.17
|
|
Diluted EPS
|
|
$
|
0.10
|
|
|
$
|
0.11
|
|
|
$
|
0.25
|
|
|
$
|
0.16
|
|
|
|
Fair Value at July 2, 2014
|
||
Inventories
|
|
292
|
|
|
Prepaid expenses and other assets
|
|
27
|
|
|
Property and equipment
|
|
5,649
|
|
|
Intangibles
|
|
1,421
|
|
|
Goodwill
|
|
6,521
|
|
|
Deferred Rent and Other Liabilities
|
|
(275
|
)
|
|
Total purchase price
|
|
$
|
13,635
|
|
|
|
September 30,
2014 |
|
October 1,
2013 |
||||
Interest paid (net of amounts capitalized)
|
|
$
|
81
|
|
|
$
|
2,748
|
|
Income taxes paid
|
|
505
|
|
|
400
|
|
||
Changes in purchases of property and equipment accrued in accounts payable, net
|
|
(377
|
)
|
|
(1,363
|
)
|
•
|
consumer recognition of our brand and our ability to respond to changing consumer preferences;
|
•
|
overall economic trends, particularly those related to consumer spending;
|
•
|
our ability to operate restaurants effectively and efficiently to meet consumer expectations;
|
•
|
pricing;
|
•
|
per-person spend and average check amount;
|
•
|
marketing and promotional efforts;
|
•
|
weather;
|
•
|
local competition;
|
•
|
trade area dynamics;
|
•
|
introduction of new and seasonal menu items and limited time offerings; and
|
•
|
opening of new restaurants in the vicinity of existing locations.
|
|
|
Fiscal Quarter Ended
|
Three Fiscal Quarters Ended
|
|||||||||||||
|
|
September 30,
2014 |
|
October 1,
2013 |
|
September 30,
2014 |
|
October 1,
2013 |
||||||||
|
|
(in thousands, unaudited)
|
||||||||||||||
Net income
|
|
$
|
2,943
|
|
|
$
|
3,265
|
|
|
$
|
7,894
|
|
|
$
|
4,257
|
|
Depreciation and amortization
|
|
6,454
|
|
|
5,238
|
|
|
17,969
|
|
|
15,074
|
|
||||
Interest Expense
|
|
112
|
|
|
132
|
|
|
168
|
|
|
2,199
|
|
||||
Provision for income taxes
|
|
1,990
|
|
|
2,183
|
|
|
5,380
|
|
|
2,633
|
|
||||
EBITDA
|
|
$
|
11,499
|
|
|
$
|
10,818
|
|
|
$
|
31,411
|
|
|
$
|
24,163
|
|
Asset disposals, closure costs and restaurant impairment
|
|
251
|
|
|
339
|
|
|
658
|
|
|
837
|
|
||||
Management fees
(1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
500
|
|
||||
Stock-based compensation expense
(2)
|
|
357
|
|
|
131
|
|
|
1,028
|
|
|
873
|
|
||||
IPO-related expenses
(3)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,667
|
|
||||
Adjusted EBITDA
|
|
$
|
12,107
|
|
|
$
|
11,288
|
|
|
$
|
33,097
|
|
|
$
|
32,040
|
|
(1)
|
The
first three quarters
of
2013
included $0.5 million of management fee expense in accordance with our management services agreement and through the Class C common stock dividend paid to the holder of the one share of our Class C common stock then outstanding. In connection with our IPO, the management services agreement expired and the one share of Class C common stock was redeemed.
|
(2)
|
Includes only the non-cash portion of stock-based compensation expense.
|
(3)
|
Reflects certain expenses incurred in conjunction with the closing of our IPO. This amount includes $2.0 million of stock-based compensation related to accelerated vesting of outstanding stock options, $1.2 million of stock-based compensation related to stock options granted to our Chief Executive Officer and President and Chief Operations Officer (of which 50% vested at grant), $1.7 million of transaction bonuses and related payroll tax and $800,000 in transaction payments to our Equity Sponsors.
|
|
|
Fiscal Quarter Ended
|
|
Three Fiscal Quarters Ended
|
||||||||
|
|
September 30,
2014 |
|
October 1,
2013 |
|
September 30,
2014 |
|
October 1,
2013 |
||||
Company-Owned Restaurant Activity
|
|
|
|
|
|
|
|
|
||||
Beginning of period
|
|
343
|
|
|
295
|
|
|
318
|
|
|
276
|
|
Openings
|
|
11
|
|
|
15
|
|
|
36
|
|
|
35
|
|
Acquisitions
(1)
|
|
16
|
|
|
—
|
|
|
16
|
|
|
—
|
|
Closures and relocations
(2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
Restaurants at end of period
|
|
370
|
|
|
310
|
|
|
370
|
|
|
310
|
|
Franchise Restaurant Activity
|
|
|
|
|
|
|
|
|
||||
Beginning of period
|
|
67
|
|
|
53
|
|
|
62
|
|
|
51
|
|
Openings
|
|
4
|
|
|
5
|
|
|
9
|
|
|
7
|
|
Divestitures
(1)
|
|
(16
|
)
|
|
—
|
|
|
(16
|
)
|
|
—
|
|
Restaurants at end of period
|
|
55
|
|
|
58
|
|
|
55
|
|
|
58
|
|
Total restaurants
|
|
425
|
|
|
368
|
|
|
425
|
|
|
368
|
|
(1)
|
Represents franchise restaurants acquired by the Company.
|
(2)
|
Relocated restaurants are accounted for under both restaurant openings and restaurant closures and relocations. In the first quarter of 2013, we closed one restaurant at the end of its lease term.
|
|
|
Fiscal Quarter Ended
|
|
Three Fiscal Quarters Ended
|
||||||||
|
|
September 30,
2014 |
|
October 1,
2013 |
|
September 30,
2014 |
|
October 1,
2013 |
||||
Revenue:
|
|
|
|
|
|
|
|
|
||||
Restaurant revenue
|
|
99.0
|
%
|
|
98.8
|
%
|
|
98.8
|
%
|
|
99.0
|
%
|
Franchising royalties and fees
|
|
1.0
|
|
|
1.2
|
|
|
1.2
|
|
|
1.0
|
|
Total revenue
|
|
100.0
|
|
|
100.0
|
|
|
100.0
|
|
|
100.0
|
|
Costs and Expenses:
|
|
|
|
|
|
|
|
|
||||
Restaurant Operating Costs (exclusive of depreciation and amortization shown separately below):
(1)
|
|
|
|
|
|
|
|
|
||||
Cost of sales
|
|
27.0
|
|
|
26.3
|
|
|
26.9
|
|
|
26.3
|
|
Labor
|
|
30.3
|
|
|
30.0
|
|
|
30.3
|
|
|
30.2
|
|
Occupancy
|
|
10.5
|
|
|
10.1
|
|
|
10.7
|
|
|
10.1
|
|
Other restaurant operating costs
|
|
13.8
|
|
|
12.9
|
|
|
13.4
|
|
|
12.8
|
|
General and administrative
(2)
|
|
7.1
|
|
|
7.8
|
|
|
7.7
|
|
|
10.7
|
|
Depreciation and amortization
|
|
6.1
|
|
|
5.9
|
|
|
6.1
|
|
|
5.8
|
|
Pre-opening
|
|
1.1
|
|
|
1.3
|
|
|
1.1
|
|
|
1.1
|
|
Asset disposals, closure costs and restaurant impairments
|
|
0.2
|
|
|
0.4
|
|
|
0.2
|
|
|
0.3
|
|
Total costs and expenses
|
|
95.2
|
|
|
93.7
|
|
|
95.4
|
|
|
96.5
|
|
Income from operations
|
|
4.8
|
|
|
6.3
|
|
|
4.6
|
|
|
3.5
|
|
Interest expense
|
|
0.1
|
|
|
0.1
|
|
|
0.1
|
|
|
0.8
|
|
Income before income taxes
|
|
4.7
|
|
|
6.1
|
|
|
4.5
|
|
|
2.7
|
|
Provision for income taxes
|
|
1.9
|
|
|
2.5
|
|
|
1.8
|
|
|
1.0
|
|
Net income
|
|
2.8
|
%
|
|
3.7
|
%
|
|
2.7
|
%
|
|
1.6
|
%
|
(1)
|
As a percentage of restaurant revenue.
|
(2)
|
In the second quarter of 2013, we incurred $5.7 million of IPO-related expenses: $2.0 million of stock-based compensation related to accelerated vesting of outstanding stock options, $1.2 million of stock-based compensation related to stock options granted to our Chief Executive Officer and President and Chief Operating Officer (of which 50% vested at grant), $1.7 million of transaction bonuses and related payroll taxes and $0.8 million in transaction payments to our Equity Sponsors. Additionally, the
first three quarters
of
2013
included $0.5 million of management fee expense in accordance with our management services agreement and through the Class C common stock dividend paid to the holder of the one share of our Class C common stock then outstanding. In connection with our IPO, the management services agreement expired and the one share of Class C common stock was redeemed.
|
|
|
Fiscal Quarter Ended
|
|
Increase / (Decrease)
|
|||||||||||
|
|
September 30,
2014 |
|
October 1,
2013 |
|
$
|
|
%
|
|||||||
|
|
|
|
||||||||||||
|
|
(in thousands, except percentages)
|
|||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|||||||
Restaurant revenue
|
|
$
|
105,143
|
|
|
$
|
87,864
|
|
|
$
|
17,279
|
|
|
19.7
|
%
|
Franchising royalties and fees
|
|
1,073
|
|
|
1,072
|
|
|
1
|
|
|
0.1
|
|
|||
Total revenue
|
|
106,216
|
|
|
88,936
|
|
|
17,280
|
|
|
19.4
|
|
|||
Costs and expenses:
|
|
|
|
|
|
|
|
|
|||||||
Restaurant operating costs (exclusive of depreciation and amortization shown separately below):
|
|
|
|
|
|
|
|
|
|||||||
Cost of sales
|
|
28,359
|
|
|
23,127
|
|
|
5,232
|
|
|
22.6
|
|
|||
Labor
|
|
31,884
|
|
|
26,345
|
|
|
5,539
|
|
|
21.0
|
|
|||
Occupancy
|
|
11,004
|
|
|
8,870
|
|
|
2,134
|
|
|
24.1
|
|
|||
Other restaurant operating costs
|
|
14,532
|
|
|
11,315
|
|
|
3,217
|
|
|
28.4
|
|
|||
General and administrative
|
|
7,545
|
|
|
6,939
|
|
|
606
|
|
|
8.7
|
|
|||
Depreciation and amortization
|
|
6,454
|
|
|
5,238
|
|
|
1,216
|
|
|
23.2
|
|
|||
Pre-opening
|
|
1,142
|
|
|
1,183
|
|
|
(41
|
)
|
|
(3.5
|
)
|
|||
Asset disposals, closure costs and restaurant impairments
|
|
251
|
|
|
339
|
|
|
(88
|
)
|
|
(26.0
|
)
|
|||
Total costs and expenses
|
|
101,171
|
|
|
83,356
|
|
|
17,815
|
|
|
21.4
|
|
|||
Income from operations
|
|
5,045
|
|
|
5,580
|
|
|
(535
|
)
|
|
(9.6
|
)
|
|||
Interest expense
|
|
112
|
|
|
132
|
|
|
(20
|
)
|
|
(15.2
|
)
|
|||
Income before income taxes
|
|
4,933
|
|
|
5,448
|
|
|
(515
|
)
|
|
(9.5
|
)
|
|||
Provision (benefit) for income taxes
|
|
1,990
|
|
|
2,183
|
|
|
(193
|
)
|
|
(8.8
|
)
|
|||
Net income
|
|
$
|
2,943
|
|
|
$
|
3,265
|
|
|
$
|
(322
|
)
|
|
(9.9
|
)%
|
Company owned:
|
|
|
|
|
|
|
|
|
|||||||
Average unit volumes
|
|
$
|
1,152
|
|
|
$
|
1,181
|
|
|
$
|
(29
|
)
|
|
(2.5
|
)%
|
Comparable restaurant sales
|
|
1.6
|
%
|
|
2.4
|
%
|
|
|
|
|
|
|
|
|
Three Fiscal Quarters Ended
|
|
Increase / (Decrease)
|
|||||||||||
|
|
September 30,
2014 |
|
October 1,
2013 |
|
$
|
|
%
|
|||||||
|
|
|
|
||||||||||||
|
|
(in thousands, except percentages)
|
|||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|||||||
Restaurant revenue
|
|
$
|
291,789
|
|
|
$
|
256,744
|
|
|
$
|
35,045
|
|
|
13.6
|
%
|
Franchising royalties and fees
|
|
3,406
|
|
|
2,711
|
|
|
695
|
|
|
25.6
|
|
|||
Total revenue
|
|
295,195
|
|
|
259,455
|
|
|
35,740
|
|
|
13.8
|
|
|||
Costs and expenses:
|
|
|
|
|
|
|
|
|
|||||||
Restaurant operating costs (exclusive of depreciation and amortization shown separately below):
|
|
|
|
|
|
|
|
|
|||||||
Cost of sales
|
|
78,533
|
|
|
67,524
|
|
|
11,009
|
|
|
16.3
|
|
|||
Labor
|
|
88,410
|
|
|
77,464
|
|
|
10,946
|
|
|
14.1
|
|
|||
Occupancy
|
|
31,114
|
|
|
25,824
|
|
|
5,290
|
|
|
20.5
|
|
|||
Other restaurant operating costs
|
|
38,981
|
|
|
32,962
|
|
|
6,019
|
|
|
18.3
|
|
|||
General and administrative
(1)
|
|
22,806
|
|
|
27,808
|
|
|
(5,002
|
)
|
|
(18.0
|
)
|
|||
Depreciation and amortization
|
|
17,969
|
|
|
15,074
|
|
|
2,895
|
|
|
19.2
|
|
|||
Pre-opening
|
|
3,282
|
|
|
2,873
|
|
|
409
|
|
|
14.2
|
|
|||
Asset disposals, closure costs and restaurant impairments
|
|
658
|
|
|
837
|
|
|
(179
|
)
|
|
(21.4
|
)
|
|||
Total costs and expenses
|
|
281,753
|
|
|
250,366
|
|
|
31,387
|
|
|
12.5
|
|
|||
Income from operations
|
|
13,442
|
|
|
9,089
|
|
|
4,353
|
|
|
47.9
|
|
|||
Interest expense
|
|
168
|
|
|
2,199
|
|
|
(2,031
|
)
|
|
(92.4
|
)
|
|||
Income before income taxes
|
|
13,274
|
|
|
6,890
|
|
|
6,384
|
|
|
92.7
|
|
|||
Provision for income taxes
|
|
5,380
|
|
|
2,633
|
|
|
2,747
|
|
|
104.3
|
|
|||
Net income
|
|
$
|
7,894
|
|
|
$
|
4,257
|
|
|
$
|
3,637
|
|
|
85.4
|
%
|
Company owned:
|
|
|
|
|
|
|
|
|
|||||||
Average unit volumes
|
|
$
|
1,152
|
|
|
$
|
1,181
|
|
|
$
|
(29
|
)
|
|
(2.5
|
)%
|
Comparable restaurant sales
|
|
(0.1
|
)%
|
|
3.1
|
%
|
|
|
|
|
|
|
(1)
|
In the second quarter of 2013, we incurred $5.7 million of IPO-related expenses: $2.0 million of stock-based compensation related to accelerated vesting of outstanding stock options, $1.2 million of stock-based compensation related to stock options granted to our Chief Executive Officer and President and Chief Operating Officer (of which 50% vested at grant), $1.7 million of transaction bonuses and related payroll taxes and $0.8 million in transaction payments to our Equity Sponsors. Additionally, the first three quarters of 2013 included $0.5 million of management fee expense in accordance with our management services agreement and through the Class C common stock dividend paid to the holder of the one outstanding share of our Class C common stock. In connection with our IPO, the management services agreement expired and the one share of Class C common stock was redeemed.
|
|
|
Three Fiscal Quarters Ended
|
||||||
|
|
September 30,
2014 |
|
October 1,
2013 |
||||
Net cash provided by operating activities
|
|
$
|
37,453
|
|
|
$
|
32,462
|
|
Net cash used in investing activities
|
|
(53,566
|
)
|
|
(39,788
|
)
|
||
Net cash provided by financing activities
|
|
17,393
|
|
|
7,334
|
|
||
Net increase in cash and cash equivalents
|
|
$
|
1,280
|
|
|
$
|
8
|
|
Exhibit Number
|
|
Description of Exhibit
|
|
10.1
|
|
|
Amendment No. 1 to Registration Rights Agreement, dated as of July 8, 2014, among Noodles & Company and certain of its stockholders
|
31.1
|
|
|
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2
|
|
|
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1
|
|
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101.INS
|
|
|
XBRL Instance Document
|
101.SCH
|
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL
|
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF
|
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB
|
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE
|
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
NOODLES & COMPANY
|
|
By:
|
/s/ DAVE BOENNIGHAUSEN
|
|
Dave Boennighausen
Chief Financial Officer
|
Date
|
November 6, 2014
|
|
NOODLES & COMPANY
By:
/s/ Paul Strasen
Name: Paul Strasen
Title: Executive Vice President, General Counsel & Secretary
|
|
CATTERTON-NOODLES, LLC
By: CP6 management, L.L.C.
Its: Manager
By:
/s/ J. Michael Chu
Name: J. Michael Chu
Title: Authorized Person
|
|
ARGENTIA PRIVATE INVESTMENTS INC
By:
/s/ Derek Murphy
Name: Derek Murphy
Title: Vice President
By:
/s/ Jim Pittman
Name: Jim Pittman
Title: Vice President
|
STOCKHOLDERS
|
|
Jason & Elizabeth R. Albright
Name
/s/ Jason & Elizabeth R. Albright
Signature
|
Nicolas Assouad
Name
/s/ Nicolas Assouad
Signature
|
Andrew Bonoss
Name
/s/ Andrew Bonoss
Signature
|
John Cervini Jr.
Name
/s/ John Cervini Jr.
Signature
|
Nancy Cervini
Name
/s/ Nancy Cervini
Signature
|
Davco Management, LLC
Name
/s/ E. D. David
Signature
Title: President of LLC Mgr Ltd., Manager
|
John P. Doley Roth IRA
Name
/s/ John P. Doley
Signature
David R. Duncan
Name
/s/ David R. Duncan
Signature
|
Liz S. Doley
Name
/s/ Liz S. Doley
Signature
Michael J. Duncan
Name
/s/ Michael J. Duncan
Signature
|
Raymond T. Duncan Revocable Trust
Name
/s/ Raymond T. Duncan
Signature
|
John P. Doley
Name
/s/ John P. Doley
Signature
|
Paul A. Dresser, Jr.
Name
/s/ Paul A. Dresser, Jr., TTEE
Signature
|
Karynne O. Duncan
Name
/s/ Karynne O. Duncan
Signature
|
E. D. David Revocable Trust
Name
/s/ E. D. David, Trustee
Signature
|
Michael L. Finnin
Name
/s/ Michael L. Finnin
Signature
|
Carrie Hart
Name
/s/ Carrie Hart
Signature
|
Estate of W. Scott Hedrick
Name
/s/ Thomas F. Hyde, Executor
Signature
|
Martin H. Herzog
Name
/s/ Martin H. Herzog
Signature
|
Larry D. Jacobson and Pamela J. Jacobson, Trustees, Larry and Pamela Jacobson Joint
Revocable Trust U/A/D 8/05/2013
Name
/s/ Larry D. Jacobson / Pamela J. Jacobson
Signature (LDJ) (PJJ)
|
BMO Harris Bank, Custodian,
Pamela J. Jacobson IRA
Name
/s/ Chris Jauch / Pamela J. Jacobson
Signature
|
BMO Harris Bank, Custodian,
Larry D. Jacobson SEP IRA
Name
/s/ Chris Jauch / Larry D. Jacobson
Signature
|
Dwight Kasperbauer
Pamela Kasperbauer
Name
/s/ Dwight Kasperbauer, Pamela Kasperbauer
Signature
|
Aaron S. Kennedy
Name
/s/ Aaron S. Kennedy
Signature
|
Stewart M. Kume
Name
/s/ Stewart M. Kume
Signature
|
Mark Larter, Tina Gini Larter
Name
/s/ Mark Larter, Tina Gini Larter
Signature
|
Elizabeth McLaughlin
Name
/s/ Elizabeth McLaughlin
Signature
|
Karen Merriam
Name
/s/ Karen Merriam
Signature
|
Tim Mosbacher
Name
/s/ Tim Mosbacher
Signature
|
Mary L. Orlando
Name
/s/ Mary L. Orlando
Signature
|
Marcie Pregulman
Name
/s/ Marcie Pregulman
Signature
|
James T. Rand
Name
/s/ James T. Rand
Signature
|
Paul L. Richards
Name
/s/ Paul L. Richards
Signature
|
Donald E. Rocop
Name
/s/ Donald E. Rocop
Signature
|
Edgar B. Roesch, Jr. IRA
Name
/s/ Edgar B. Roesch, Jr.
Signature
|
Steve Sanders, Cheryl Sanders
Name
/s/ Steve Sanders, Cheryl Sanders
Signature
|
Scott & Lauri Sax
Name
/s/ Scott & Lauri Sax
Signature
|
Faye F. Shealy
Name
/s/ Faye F. Shealy
Signature
|
Lee G. Weldone
Name
/s/ Lee G. Weldone TTEE
Signature
|
Keith Kinsey
Name
/s/ Keith Kinsey
Signature
|
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
(b)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
(c)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.
|
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
/s/ KEVIN REDDY
|
|
|
Kevin Reddy
|
|
|
Chairman and Chief Executive Officer
(Principal Executive Officer)
|
|
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
(b)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
(c)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.
|
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
/s/ DAVE BOENNIGHAUSEN
|
|
|
Dave Boennighausen
|
|
|
Chief Financial Officer
(Principal Financial Officer)
|
|
|
By:
|
|
/s/ KEVIN REDDY
|
|
Name:
|
|
Kevin Reddy
|
|
Title:
|
|
Chief Executive Officer
|
|
By:
|
|
/s/ DAVE BOENNIGHAUSEN
|
|
Name:
|
|
Dave Boennighausen
|
|
Title:
|
|
Chief Financial Officer
|