x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
84-1303469
|
(State or other jurisdiction of
incorporation or organization)
|
|
(IRS Employer
Identification No.)
|
|
|
|
520 Zang Street, Suite D
|
|
80021
|
Broomfield, CO
|
|
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
Title of each class
|
|
Name of each exchange on which registered
|
Common stock, par value $0.01 per share
|
|
NASDAQ (Global Select Market)
|
¨
Large accelerated filer
|
|
x
Accelerated filer
|
|
¨
Non-accelerated filer
(do not check if a
smaller reporting
company)
|
|
¨
Smaller reporting company
|
|
|
Page
|
|
PART I
|
|
ITEM 1.
|
||
ITEM 1A.
|
||
ITEM 1B.
|
||
ITEM 2.
|
||
ITEM 3.
|
||
ITEM 4.
|
||
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PART II
|
|
ITEM 5.
|
||
ITEM 6.
|
||
ITEM 7.
|
||
ITEM 7A.
|
||
ITEM 8.
|
||
ITEM 9.
|
||
ITEM 9A.
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||
ITEM 9B.
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||
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PART III
|
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ITEM 10.
|
||
ITEM 11.
|
||
ITEM 12.
|
||
ITEM 13.
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||
ITEM 14.
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||
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PART IV
|
|
ITEM 15.
|
||
SIGNATURES
|
|
|
EXHIBITS
|
|
|
•
|
Local Relationship Marketing.
We differentiate our business through an innovative, community-based approach to building brand awareness and customer loyalty. We use a wide range of local marketing initiatives to increase the frequency of and occasions for visits, and to encourage people to get to know us better, try our food and bring their friends. We empower our local restaurant managers to selectively organize events to bring new customers into our restaurants. For example, we offer fundraising nights to build our partnerships with our community organizations and schools, and we hold "Appreciation Days" for our customers to showcase our menu offerings.
|
•
|
Outdoor, Radio, and Digital Advertising.
In select markets where we have economies of scale, we utilize traditional advertising methods such as outdoor billboards and transit stations, as well as radio placement. Additionally, we use targeted digital advertising in many of our markets. We believe these efforts help to increase top of mind awareness with potential customers and drive both frequency and trial. In addition, digital advertising provides us with the opportunity to promote specific product platforms and offerings such as online ordering.
|
•
|
Our Menu Offerings.
We focus some of our marketing efforts on new menu offerings to broaden our appeal to our customers. We promote these items through a variety of formats including market-wide public relations events, social media marketing, radio promotions, tastings and email blasts to our e-club. In addition to increasing brand awareness, these promotions also encourage prompt consumer action, resulting in more immediate increases in our customer traffic.
|
•
|
Online, Social and Other Media Tools.
We rely on our website,
www.noodles.com
, to promote our business and increase brand awareness. The information on or available through our website is not, and should not be considered, a part of this report. Our customers are encouraged to sign up to receive email communication or Noodlegrams, updating them on new menu offerings and promotional opportunities. As of
December 29, 2015
, more than
1,300,000
of our customers have signed up to receive Noodlegrams. We also communicate with our customers using social media, such as our Facebook and Instagram pages, our YouTube channel and our Twitter feed. Our media tools also include editorial placements in local, regional and national print/online media.
|
•
|
Creating New Meal Occasions.
We also focus on ways Noodles & Company can serve customers at different times and in new places. For example, with our core demographic target being the career-minded millennial parent, we introduced a new Kids Meal menu in fall of 2015. Created for the future foodies of the world, children aged ten and under are invited to design their own meal made fresh-to-order, with quality ingredients, by choosing their entrée, two sides and a drink for just $5. Customers who want to feed a large group can enjoy our three catering options: NoodlesBar, serving buffet style meals for 20 or more people comprised of main entrées, sides and desserts; A La Carte individual pans that serve up to 10 people each and are great for adding variety to larger spreads or feeding a small get together; and Square Bowls, which are family-style take-out offerings of our noodles, pastas and salads that generally feed up to four people. We market these offerings in a variety of ways, including through in-restaurant posters, email Noodlegrams, Facebook posts and other communications outside of our restaurants.
|
•
|
Making Noodles & Company Easier to Use.
Some of our marketing efforts focus on making our restaurants easier to use. We seek to deliver superior customer service at every opportunity, generating consumer awareness of menu offerings with in-restaurant communications by providing displays of our menu offerings and beer and wine selection that are visible upon entry, chalkboards featuring new menu offerings and fresh ingredients and table top cards that highlight healthy food offerings. By providing multiple points of access to our wide variety of menu offerings, we seek to optimize our customers’ in-restaurant experience to increase the frequency of our customers’ visits. Our efforts also utilize tools like online ordering.
|
Name
|
|
Age
(1)
|
|
Position
|
Kevin Reddy
|
|
58
|
|
Chairman and Chief Executive Officer
|
Dave Boennighausen
|
|
38
|
|
Chief Financial Officer
|
Mark Mears
|
|
54
|
|
Executive Vice President and Chief Marketing Officer
|
Phil Petrilli
|
|
46
|
|
Executive Vice President of Operations
|
Paul Strasen
|
|
59
|
|
Executive Vice President, General Counsel and Secretary
|
Kathy Lockhart
|
|
51
|
|
Vice President and Controller
|
(1)
|
As of March 1, 2016
|
•
|
site selection;
|
•
|
negotiating leases with acceptable terms;
|
•
|
identifying, hiring and training qualified employees in each local market;
|
•
|
the state of the labor market in each local market and the presence of heightened minimum wage or enhanced healthcare regulations;
|
•
|
timely delivery of leased premises to use from our landlords and punctual commencement of our build-out construction activities;
|
•
|
managing construction and development costs of new restaurants, particularly in competitive markets;
|
•
|
avoiding the impact of inclement weather, natural disasters and other calamities;
|
•
|
obtaining construction materials and labor at acceptable costs, particularly in urban markets;
|
•
|
securing required governmental approvals, permits and licenses (including construction and other permits) in a timely manner and responding effectively to any changes in local, state or federal laws and regulations that could adversely affect our costs or ability to open new restaurants; and
|
•
|
accessing sufficient capital, which is expected to come from cash flow from operations and third party funding.
|
•
|
identification and availability of locations with the appropriate size, traffic patterns, local retail and business attractions and infrastructure that will drive high levels of customer traffic and sales per unit;
|
•
|
demographics of the populations surrounding the restaurant sites;
|
•
|
competition in new markets, including competition for restaurant sites;
|
•
|
financial conditions affecting developers and potential landlords, such as the effects of macro-economic conditions and the credit market, which could lead to these parties delaying or canceling development projects (or renovations of existing projects), in turn reducing the number of appropriate locations available;
|
•
|
developers and potential landlords obtaining licenses or permits for development projects on a timely basis;
|
•
|
proximity of potential development sites to an existing location;
|
•
|
anticipated commercial, residential and infrastructure development near our new restaurants; and
|
•
|
availability of acceptable lease arrangements.
|
•
|
consumer awareness, understanding and support of our brand;
|
•
|
general economic conditions, which can affect restaurant traffic, local labor costs and prices we pay for the food products and other supplies we use;
|
•
|
changes in consumer preferences, including the types of food that are popular and concerns about healthy eating, and discretionary spending;
|
•
|
competition, either from our competitors in the restaurant industry or our own restaurants;
|
•
|
temporary and permanent site characteristics of new restaurants; and
|
•
|
changes in government regulation.
|
•
|
overtime rules;
|
•
|
mandatory health benefits;
|
•
|
vacation accruals;
|
•
|
paid leaves of absence, including paid sick leave; and
|
•
|
tax reporting.
|
•
|
the difficulty of integrating operations and personnel;
|
•
|
the potential disruption to our ongoing business;
|
•
|
the potential distraction of management, the inability to maintain uniform standards, controls procedures and policies; and
|
•
|
the impairment of relations with team members and customers as a result of changes in ownership and management.
|
State
|
|
Company-
owned |
|
Franchised
|
|
Total
|
|||
Arizona
|
|
2
|
|
|
—
|
|
|
2
|
|
California
|
|
22
|
|
|
—
|
|
|
22
|
|
Colorado
|
|
60
|
|
|
—
|
|
|
60
|
|
Connecticut
|
|
—
|
|
|
3
|
|
|
3
|
|
Delaware
|
|
3
|
|
|
—
|
|
|
3
|
|
District of Columbia
|
|
1
|
|
|
—
|
|
|
1
|
|
Florida
|
|
5
|
|
|
—
|
|
|
5
|
|
Idaho
|
|
5
|
|
|
—
|
|
|
5
|
|
Illinois
|
|
53
|
|
|
5
|
|
|
58
|
|
Indiana
|
|
21
|
|
|
—
|
|
|
21
|
|
Iowa
|
|
10
|
|
|
1
|
|
|
11
|
|
Kansas
|
|
9
|
|
|
—
|
|
|
9
|
|
Kentucky
|
|
2
|
|
|
4
|
|
|
6
|
|
Maryland
|
|
27
|
|
|
—
|
|
|
27
|
|
Massachusetts
|
|
—
|
|
|
6
|
|
|
6
|
|
Michigan
|
|
—
|
|
|
19
|
|
|
19
|
|
Minnesota
|
|
44
|
|
|
1
|
|
|
45
|
|
Missouri
|
|
4
|
|
|
8
|
|
|
12
|
|
Montana
|
|
—
|
|
|
2
|
|
|
2
|
|
Nebraska
|
|
—
|
|
|
6
|
|
|
6
|
|
New Hampshire
|
|
—
|
|
|
2
|
|
|
2
|
|
New Jersey
|
|
4
|
|
|
—
|
|
|
4
|
|
New York
|
|
1
|
|
|
5
|
|
|
6
|
|
North Carolina
|
|
16
|
|
|
—
|
|
|
16
|
|
North Dakota
|
|
—
|
|
|
3
|
|
|
3
|
|
Ohio
|
|
19
|
|
|
—
|
|
|
19
|
|
Oklahoma
|
|
2
|
|
|
—
|
|
|
2
|
|
Oregon
|
|
8
|
|
|
—
|
|
|
8
|
|
Pennsylvania
|
|
12
|
|
|
—
|
|
|
12
|
|
South Dakota
|
|
—
|
|
|
2
|
|
|
2
|
|
Tennessee
|
|
5
|
|
|
—
|
|
|
5
|
|
Texas
|
|
3
|
|
|
—
|
|
|
3
|
|
Utah
|
|
14
|
|
|
—
|
|
|
14
|
|
Virginia
|
|
32
|
|
|
—
|
|
|
32
|
|
Washington
|
|
1
|
|
|
—
|
|
|
1
|
|
Wisconsin
|
|
36
|
|
|
3
|
|
|
39
|
|
Canada
|
|
1
|
|
|
—
|
|
|
1
|
|
|
|
422
|
|
|
70
|
|
|
492
|
|
ITEM 5.
|
Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
|
|
High
|
|
Low
|
||||
|
|
|
|
|
||||
Fiscal Year 2015
|
|
|
|
|
|
|||
First quarter (December 31, 2014 - March 31, 2015)
|
|
$
|
28.02
|
|
|
$
|
17.18
|
|
Second quarter (April 1, 2015 - June 30, 2015)
|
|
$
|
21.41
|
|
|
$
|
14.28
|
|
Third quarter (July 1, 2015 - September 29, 2015)
|
|
$
|
15.88
|
|
|
$
|
11.20
|
|
Fourth quarter (September 30, 2015 - December 29, 2015)
|
|
$
|
14.95
|
|
|
$
|
10.02
|
|
Fiscal Year 2014
|
|
|
|
|
||||
First quarter (January 1, 2014 - April 1, 2014)
|
|
$
|
41.54
|
|
|
$
|
33.40
|
|
Second quarter (April 2, 2014 - July 1, 2014)
|
|
$
|
39.30
|
|
|
$
|
30.28
|
|
Third quarter (July 2, 2014 - September 30, 2014)
|
|
$
|
34.32
|
|
|
$
|
17.15
|
|
Fourth quarter (October 1, 2014 - December 30, 2014)
|
|
$
|
27.00
|
|
|
$
|
18.58
|
|
|
|
Fiscal Year Ended
|
||||||||||||||||||
|
|
December 29, 2015
|
|
December 30, 2014
|
|
December 31, 2013
|
|
January 1, 2013
|
|
January 3, 2012
|
||||||||||
|
|
(dollars in thousands)
|
||||||||||||||||||
Statements of Income Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Restaurant revenue
|
|
$
|
450,482
|
|
|
$
|
398,993
|
|
|
$
|
347,140
|
|
|
$
|
297,264
|
|
|
$
|
253,467
|
|
Franchising royalties and fees
|
|
4,969
|
|
|
4,748
|
|
|
3,784
|
|
|
3,146
|
|
|
2,599
|
|
|||||
Total revenue
|
|
455,451
|
|
|
403,741
|
|
|
350,924
|
|
|
300,410
|
|
|
256,066
|
|
|||||
Costs and Expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Restaurant operating costs (exclusive of depreciation and amortization, shown separately below):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of sales
|
|
120,455
|
|
|
107,217
|
|
|
91,892
|
|
|
78,997
|
|
|
66,419
|
|
|||||
Labor
|
|
143,145
|
|
|
120,492
|
|
|
104,040
|
|
|
89,435
|
|
|
75,472
|
|
|||||
Occupancy
|
|
50,300
|
|
|
42,540
|
|
|
35,173
|
|
|
29,323
|
|
|
25,208
|
|
|||||
Other restaurant operating costs
|
|
63,549
|
|
|
52,580
|
|
|
44,078
|
|
|
36,380
|
|
|
32,031
|
|
|||||
General and administrative
(1)
|
|
37,244
|
|
|
31,394
|
|
|
35,893
|
|
|
29,081
|
|
|
26,463
|
|
|||||
Depreciation and amortization
|
|
27,802
|
|
|
24,787
|
|
|
20,623
|
|
|
16,719
|
|
|
14,501
|
|
|||||
Pre-opening
|
|
4,407
|
|
|
4,425
|
|
|
3,809
|
|
|
3,145
|
|
|
2,327
|
|
|||||
Restaurant impairments, closure costs and asset disposals
|
|
29,616
|
|
|
1,391
|
|
|
1,164
|
|
|
1,278
|
|
|
1,629
|
|
|||||
Total costs and expenses
|
|
476,518
|
|
|
384,826
|
|
|
336,672
|
|
|
284,358
|
|
|
244,050
|
|
|||||
(Loss) income from operations
|
|
(21,067
|
)
|
|
18,915
|
|
|
14,252
|
|
|
16,052
|
|
|
12,016
|
|
|||||
Debt extinguishment expense
|
|
—
|
|
|
—
|
|
|
624
|
|
|
2,646
|
|
|
275
|
|
|||||
Interest expense
|
|
1,432
|
|
|
365
|
|
|
2,196
|
|
|
5,028
|
|
|
6,132
|
|
|||||
(Loss) income before income taxes
|
|
(22,499
|
)
|
|
18,550
|
|
|
11,432
|
|
|
8,378
|
|
|
5,609
|
|
|||||
(Benefit) provision for income taxes
|
|
(8,734
|
)
|
|
7,122
|
|
|
4,767
|
|
|
3,215
|
|
|
1,780
|
|
|||||
Net (loss) income
|
|
$
|
(13,765
|
)
|
|
$
|
11,428
|
|
|
$
|
6,665
|
|
|
$
|
5,163
|
|
|
$
|
3,829
|
|
(1)
|
2013 included $0.5 million, and 2012 and 2011 each included $1.0 million of management fee expense, respectively, 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. 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 then-President and Chief Operating Officer of which 50% were 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, we incurred $0.7 million of expenses related to our follow-on offering which closed in December of 2013.
|
|
|
Fiscal Year Ended
|
||||||||||||||||||
|
|
December 29, 2015
|
|
December 30, 2014
|
|
December 31, 2013
|
|
January 1, 2013
|
|
January 3, 2012
|
||||||||||
|
|
(in thousands, except share and per share data and restaurants)
|
||||||||||||||||||
(Loss) earnings per Class A and Class B common share, combined:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
$
|
(0.48
|
)
|
|
$
|
0.38
|
|
|
$
|
0.25
|
|
|
$
|
0.22
|
|
|
$
|
0.16
|
|
Diluted
|
|
$
|
(0.48
|
)
|
|
$
|
0.37
|
|
|
$
|
0.24
|
|
|
$
|
0.22
|
|
|
$
|
0.16
|
|
Weighted average Class A and Class B common shares outstanding, combined:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
28,938,901
|
|
|
29,717,304
|
|
|
26,406,904
|
|
|
23,238,984
|
|
|
23,237,698
|
|
|||||
Diluted
|
|
28,938,901
|
|
|
31,001,099
|
|
|
27,688,629
|
|
|
23,265,542
|
|
|
23,237,698
|
|
|||||
Selected Operating Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Company-owned restaurants at end of period
|
|
422
|
|
|
386
|
|
|
318
|
|
|
276
|
|
|
239
|
|
|||||
Franchise-owned restaurants at end of period
|
|
70
|
|
|
53
|
|
|
62
|
|
|
51
|
|
|
45
|
|
|||||
Company-owned:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Average unit volumes
(1)
|
|
$
|
1,103
|
|
|
$
|
1,147
|
|
|
$
|
1,179
|
|
|
$
|
1,178
|
|
|
$
|
1,147
|
|
Comparable restaurant sales
(2)
|
|
(0.2
|
)%
|
|
0.3
|
%
|
|
3.4
|
%
|
|
5.2
|
%
|
|
4.2
|
%
|
|||||
Restaurant contribution
(3)
|
|
$
|
73,032
|
|
|
$
|
76,165
|
|
|
$
|
71,957
|
|
|
$
|
63,129
|
|
|
$
|
54,337
|
|
as a percentage of restaurant revenue
|
|
16.2
|
%
|
|
19.1
|
%
|
|
20.7
|
%
|
|
21.2
|
%
|
|
21.4
|
%
|
|
|
As of
|
||||||||||||||||||
|
|
December 29, 2015
|
|
December 30, 2014
|
|
December 31, 2013
|
|
January 1, 2013
|
|
January 3, 2012
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total current assets
|
|
$
|
25,401
|
|
|
$
|
22,776
|
|
|
$
|
18,333
|
|
|
$
|
16,154
|
|
|
$
|
12,879
|
|
Total assets
(4)
|
|
239,961
|
|
|
238,539
|
|
|
187,350
|
|
|
155,957
|
|
|
122,814
|
|
|||||
Total current liabilities
|
|
32,914
|
|
|
25,831
|
|
|
24,165
|
|
|
23,760
|
|
|
20,557
|
|
|||||
Total long-term debt
(4)
|
|
67,732
|
|
|
27,136
|
|
|
5,860
|
|
|
92,693
|
|
|
74,012
|
|
|||||
Total liabilities
(4)
|
|
146,189
|
|
|
98,424
|
|
|
62,877
|
|
|
141,949
|
|
|
115,291
|
|
|||||
Temporary equity
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,601
|
|
|
2,572
|
|
|||||
Total stockholders' equity
|
|
93,772
|
|
|
140,115
|
|
|
124,473
|
|
|
10,407
|
|
|
4,951
|
|
(1)
|
AUVs consist of average annualized sales of all company-owned restaurants over the trailing 12 periods in a typical operating year.
|
(2)
|
Comparable restaurant sales represent year-over-year sales for restaurants open for at least 18 full periods.
|
(3)
|
Restaurant contribution represents restaurant revenue less restaurant operating costs which are cost of sales, labor, occupancy and other restaurant operating costs.
|
(4)
|
As of December 29, 2015, the Company early adopted Accounting Standards Update ("ASU") 2015-03 "Interest-Imputation of Interest (Subtopic 835-30)." The adoption was retrospective to all prior periods presented. Total assets, long-term debt and total liabilities have been reduced by $0.4 million, $0.5 million, $1.0 million and $3.5 million as of December 30, 2014, December 31, 2013, January 1, 2013 and January 3, 2012, respectively.
|
•
|
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;
|
•
|
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 Year Ended
|
||||||||||||||||||
|
|
December 29, 2015
|
|
December 30, 2014
|
|
December 31, 2013
|
|
January 1, 2013
|
|
January 3, 2012
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Net (loss) income
|
|
$
|
(13,765
|
)
|
|
$
|
11,428
|
|
|
$
|
6,665
|
|
|
$
|
5,163
|
|
|
$
|
3,829
|
|
Depreciation and amortization
|
|
27,802
|
|
|
24,787
|
|
|
20,623
|
|
|
16,719
|
|
|
14,501
|
|
|||||
Interest expense
|
|
1,432
|
|
|
365
|
|
|
2,196
|
|
|
5,028
|
|
|
6,132
|
|
|||||
(Benefit) provision for income taxes
|
|
(8,734
|
)
|
|
7,122
|
|
|
4,767
|
|
|
3,215
|
|
|
1,780
|
|
|||||
EBITDA
|
|
$
|
6,735
|
|
|
$
|
43,702
|
|
|
$
|
34,251
|
|
|
$
|
30,125
|
|
|
$
|
26,242
|
|
Debt extinguishment expense
|
|
—
|
|
|
—
|
|
|
624
|
|
|
2,646
|
|
|
275
|
|
|||||
Restaurant impairments, closure costs and asset disposals
|
|
29,616
|
|
|
1,391
|
|
|
1,164
|
|
|
1,278
|
|
|
1,629
|
|
|||||
Management fees
(a)
|
|
—
|
|
|
—
|
|
|
500
|
|
|
1,000
|
|
|
1,014
|
|
|||||
Stock-based compensation expense
|
|
1,469
|
|
|
1,330
|
|
|
1,127
|
|
|
1,234
|
|
|
1,328
|
|
|||||
IPO-related expenses
(b)
|
|
—
|
|
|
—
|
|
|
5,667
|
|
|
—
|
|
|
—
|
|
|||||
Follow-on offering expenses
(c)
|
|
—
|
|
|
—
|
|
|
696
|
|
|
—
|
|
|
—
|
|
|||||
Transaction costs
(d)
|
|
—
|
|
|
100
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Litigation reserves
|
|
200
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Adjusted EBITDA
|
|
$
|
38,020
|
|
|
$
|
46,523
|
|
|
$
|
44,029
|
|
|
$
|
36,283
|
|
|
$
|
30,488
|
|
(a)
|
Fiscal year 2013 included $0.5 million in management fee expense, and fiscal years 2012 and 2011 each included $1.0 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.
|
(b)
|
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 then-President and Chief Operating Officer of which 50% were vested at grant, $1.7 million of transaction bonuses and related payroll tax and $0.8 million in transaction payments to our Equity Sponsors.
|
(c)
|
Reflects $0.7 million of offering expenses related to our follow-on offering completed in December of 2013.
|
(d)
|
Expenses related to the purchase of 19 franchise restaurants. See Note 2-Business Combinations in the consolidated financial statements.
|
|
|
Fiscal Year Ended
|
|||||||
|
|
December 29, 2015
|
|
December 30, 2014
|
|
December 31,
2013 |
|||
Company-Owned Restaurant Activity
|
|
|
|
|
|
|
|||
Beginning of period
|
|
386
|
|
|
318
|
|
|
276
|
|
Openings
|
|
51
|
|
|
49
|
|
|
43
|
|
Acquisitions
(1)
|
|
1
|
|
|
19
|
|
|
—
|
|
Closures and relocations
(2)
|
|
(16
|
)
|
|
—
|
|
|
(1
|
)
|
Restaurants at end of period
|
|
422
|
|
|
386
|
|
|
318
|
|
Franchise Restaurant Activity
|
|
|
|
|
|
|
|||
Beginning of period
|
|
53
|
|
|
62
|
|
|
51
|
|
Openings
|
|
19
|
|
|
10
|
|
|
11
|
|
Divestitures
(1)
|
|
(1
|
)
|
|
(19
|
)
|
|
—
|
|
Closures and relocations
(2)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
Restaurants at end of period
|
|
70
|
|
|
53
|
|
|
62
|
|
Total restaurants
|
|
492
|
|
|
439
|
|
|
380
|
|
(1)
|
Represents franchise restaurants acquired by the Company.
|
(2)
|
We account for relocated restaurants under both restaurant openings and closures and relocations.
|
|
|
Fiscal Year Ended
|
|||||||
|
|
December 29, 2015
|
|
December 30, 2014
|
|
December 31, 2013
|
|||
Revenue:
|
|
|
|
|
|
|
|||
Restaurant revenue
|
|
98.9
|
%
|
|
98.8
|
%
|
|
98.9
|
%
|
Franching royalties and fees
|
|
1.1
|
|
|
1.2
|
|
|
1.1
|
|
Total revenue
|
|
100.0
|
|
|
100.0
|
|
|
100.0
|
|
Costs and expenses:
|
|
|
|
|
|
|
|||
Restaurant operating costs (exclusive of depreciation and amortization, shown separately below):
(1)
|
|
|
|
|
|
|
|||
Cost of sales
|
|
26.7
|
|
|
26.9
|
|
|
26.5
|
|
Labor
|
|
31.8
|
|
|
30.2
|
|
|
30.0
|
|
Occupancy
|
|
11.2
|
|
|
10.7
|
|
|
10.1
|
|
Other restaurant operating costs
|
|
14.1
|
|
|
13.2
|
|
|
12.7
|
|
General and administrative
(2)
|
|
8.2
|
|
|
7.8
|
|
|
10.2
|
|
Depreciation and amortization
|
|
6.1
|
|
|
6.1
|
|
|
5.9
|
|
Pre-opening
|
|
1.0
|
|
|
1.1
|
|
|
1.1
|
|
Restaurant impairments, closure costs and asset disposals
|
|
6.5
|
|
|
0.3
|
|
|
0.3
|
|
Total costs and expenses
|
|
104.6
|
|
|
95.3
|
|
|
95.9
|
|
(Loss) income from operations
|
|
(4.6
|
)
|
|
4.7
|
|
|
4.1
|
|
Debt extinguishment expense
|
|
—
|
|
|
—
|
|
|
0.2
|
|
Interest expense
|
|
0.3
|
|
|
0.1
|
|
|
0.6
|
|
(Loss) income before income taxes
|
|
(4.9
|
)
|
|
4.6
|
|
|
3.3
|
|
(Benefit) provision for income taxes
|
|
(1.9
|
)
|
|
1.8
|
|
|
1.4
|
|
Net (loss) income
|
|
(3.0
|
)%
|
|
2.8
|
%
|
|
1.9
|
%
|
(1)
|
As a percentage of restaurant revenue.
|
(2)
|
Fiscal year 2013 included $500,000 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. Additionally, we incurred $0.7 million of expenses related to our follow-on offering which closed in December of 2013.
|
|
|
Fiscal Year Ended
|
|
Increase / (Decrease)
|
|||||||||||
|
|
December 29,
2015 |
|
December 30,
2014 |
|
$
|
|
%
|
|||||||
|
|
(dollars in thousands)
|
|||||||||||||
Statements of Income Data:
|
|
|
|
|
|
|
|
|
|||||||
Revenue:
|
|
|
|
|
|
|
|
|
|||||||
Restaurant revenue
|
|
$
|
450,482
|
|
|
$
|
398,993
|
|
|
$
|
51,489
|
|
|
12.9
|
%
|
Franchising royalties and fees
|
|
4,969
|
|
|
4,748
|
|
|
221
|
|
|
4.7
|
|
|||
Total revenue
|
|
455,451
|
|
|
403,741
|
|
|
51,710
|
|
|
12.8
|
|
|||
Costs and Expenses:
|
|
|
|
|
|
|
|
|
|||||||
Restaurant operating costs (exclusive of depreciation and amortization, shown separately below):
|
|
|
|
|
|
|
|
|
|||||||
Cost of sales
|
|
120,455
|
|
|
107,217
|
|
|
13,238
|
|
|
12.3
|
|
|||
Labor
|
|
143,145
|
|
|
120,492
|
|
|
22,653
|
|
|
18.8
|
|
|||
Occupancy
|
|
50,300
|
|
|
42,540
|
|
|
7,760
|
|
|
18.2
|
|
|||
Other restaurant operating costs
|
|
63,549
|
|
|
52,580
|
|
|
10,969
|
|
|
20.9
|
|
|||
General and administrative
|
|
37,244
|
|
|
31,394
|
|
|
5,850
|
|
|
18.6
|
|
|||
Depreciation and amortization
|
|
27,802
|
|
|
24,787
|
|
|
3,015
|
|
|
12.2
|
|
|||
Pre-opening
|
|
4,407
|
|
|
4,425
|
|
|
(18
|
)
|
|
(0.4
|
)
|
|||
Restaurant impairments, closure costs and asset disposals
|
|
29,616
|
|
|
1,391
|
|
|
28,225
|
|
|
*
|
|
|||
Total costs and expenses
|
|
476,518
|
|
|
384,826
|
|
|
91,692
|
|
|
23.8
|
|
|||
(Loss) income from operations
|
|
(21,067
|
)
|
|
18,915
|
|
|
(39,982
|
)
|
|
*
|
|
|||
Interest expense
|
|
1,432
|
|
|
365
|
|
|
1,067
|
|
|
*
|
|
|||
(Loss) income before income taxes
|
|
(22,499
|
)
|
|
18,550
|
|
|
(41,049
|
)
|
|
*
|
|
|||
(Benefit) provision for income taxes
|
|
(8,734
|
)
|
|
7,122
|
|
|
(15,856
|
)
|
|
*
|
|
|||
Net (loss) income
|
|
$
|
(13,765
|
)
|
|
$
|
11,428
|
|
|
$
|
(25,193
|
)
|
|
*
|
|
*
|
Not meaningful.
|
|
|
Fiscal Year Ended
|
|
Increase / (Decrease)
|
|||||||||||
|
|
December 30,
2014 |
|
December 31,
2013 |
|
$
|
|
%
|
|||||||
|
|
(dollars in thousands)
|
|||||||||||||
Statements of Income Data:
|
|
|
|
|
|
|
|
|
|||||||
Revenue:
|
|
|
|
|
|
|
|
|
|||||||
Restaurant revenue
|
|
$
|
398,993
|
|
|
$
|
347,140
|
|
|
$
|
51,853
|
|
|
14.9
|
%
|
Franchising royalties and fees
|
|
4,748
|
|
|
3,784
|
|
|
964
|
|
|
25.5
|
|
|||
Total revenue
|
|
403,741
|
|
|
350,924
|
|
|
52,817
|
|
|
15.1
|
|
|||
Costs and Expenses:
|
|
|
|
|
|
|
|
|
|||||||
Restaurant operating costs (exclusive of depreciation and amortization, shown separately below):
|
|
|
|
|
|
|
|
|
|||||||
Cost of sales
|
|
107,217
|
|
|
91,892
|
|
|
15,325
|
|
|
16.7
|
|
|||
Labor
|
|
120,492
|
|
|
104,040
|
|
|
16,452
|
|
|
15.8
|
|
|||
Occupancy
|
|
42,540
|
|
|
35,173
|
|
|
7,367
|
|
|
20.9
|
|
|||
Other restaurant operating costs
|
|
52,580
|
|
|
44,078
|
|
|
8,502
|
|
|
19.3
|
|
|||
General and administrative
(1)
|
|
31,394
|
|
|
35,893
|
|
|
(4,499
|
)
|
|
(12.5
|
)
|
|||
Depreciation and amortization
|
|
24,787
|
|
|
20,623
|
|
|
4,164
|
|
|
20.2
|
|
|||
Pre-opening
|
|
4,425
|
|
|
3,809
|
|
|
616
|
|
|
16.2
|
|
|||
Restaurant impairments, closure costs and asset disposals
|
|
1,391
|
|
|
1,164
|
|
|
227
|
|
|
19.5
|
|
|||
Total costs and expenses
|
|
384,826
|
|
|
336,672
|
|
|
48,154
|
|
|
14.3
|
|
|||
Income from operations
|
|
18,915
|
|
|
14,252
|
|
|
4,663
|
|
|
32.7
|
|
|||
Debt extinguishment expense
|
|
—
|
|
|
624
|
|
|
(624
|
)
|
|
*
|
|
|||
Interest expense
|
|
365
|
|
|
2,196
|
|
|
(1,831
|
)
|
|
(83.4
|
)
|
|||
Income before income taxes
|
|
18,550
|
|
|
11,432
|
|
|
7,118
|
|
|
62.3
|
|
|||
Provision for income taxes
|
|
7,122
|
|
|
4,767
|
|
|
2,355
|
|
|
49.4
|
|
|||
Net income
|
|
$
|
11,428
|
|
|
$
|
6,665
|
|
|
$
|
4,763
|
|
|
71.5
|
%
|
*
|
Not meaningful.
|
(1)
|
Fiscal year 2013 included $500,000 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. Additionally, we incurred $0.7 million of expenses related to our follow-on offering which closed in December of 2013.
|
|
Quarter Ended
|
||||||||||||||||||||||
|
December 29, 2015
|
|
September 29, 2015
|
|
June 30, 2015
|
|
March 31, 2015
|
|
December 30, 2014
|
|
September 30, 2014
|
|
July 1, 2014
|
|
April 1, 2014
|
||||||||
|
(dollars in thousands, unaudited)
|
||||||||||||||||||||||
Total revenue
|
$117,128
|
|
$117,328
|
|
$115,233
|
|
$105,761
|
|
$108,546
|
|
$106,216
|
|
$99,459
|
|
$89,519
|
||||||||
Net (loss) income
|
(4,254
|
)
|
|
(9,821
|
)
|
|
3,062
|
|
|
(2,752
|
)
|
|
3,535
|
|
|
2,943
|
|
|
3,527
|
|
|
1,424
|
|
Selected Operating Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Company-owned restaurants at end of period
|
422
|
|
|
424
|
|
|
411
|
|
|
399
|
|
|
386
|
|
|
370
|
|
|
343
|
|
|
331
|
|
Franchise-owned restaurants at end of period
|
70
|
|
|
64
|
|
|
61
|
|
|
56
|
|
|
53
|
|
|
55
|
|
|
67
|
|
|
63
|
|
Company-owned:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Average unit volumes
|
1,103
|
|
|
1,111
|
|
|
1,123
|
|
|
1,136
|
|
|
1,147
|
|
|
1,152
|
|
|
1,156
|
|
|
1,163
|
|
Comparable restaurant sales
|
(0.9
|
)%
|
|
(0.7
|
)%
|
|
0.1
|
%
|
|
0.8
|
%
|
|
1.3
|
%
|
|
1.6
|
%
|
|
(0.6
|
)%
|
|
(1.4
|
)%
|
Restaurant contribution as a percentage of restaurant revenue
(1)
|
14.9
|
%
|
|
15.2
|
%
|
|
18.6
|
%
|
|
16.2
|
%
|
|
20.0
|
%
|
|
18.6
|
%
|
|
20.4
|
%
|
|
17.3
|
%
|
(1)
|
Restaurant contribution represents restaurant revenue less restaurant operating costs which are cost of sales, labor, occupancy and other restaurant operating costs.
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
December 29, 2015
|
|
December 30, 2014
|
|
December 31, 2013
|
||||||
|
|
(in thousands)
|
||||||||||
Net cash provided by operating activities
|
|
$
|
44,506
|
|
|
$
|
49,027
|
|
|
$
|
43,634
|
|
Net cash used in investing activities
|
|
(50,721
|
)
|
|
(72,060
|
)
|
|
(54,429
|
)
|
|||
Net cash provided by financing activities
|
|
6,355
|
|
|
23,971
|
|
|
11,182
|
|
|||
Effect of exchange rate changes on cash
|
|
(134
|
)
|
|
—
|
|
|
—
|
|
|||
Net increase in cash and cash equivalents
|
|
$
|
6
|
|
|
$
|
938
|
|
|
$
|
387
|
|
|
|
|
|
Payments Due by Period
|
||||||||||||||||
|
|
Total
|
|
1 Year
|
|
2 - 3
Years
|
|
4 - 5
Years
|
|
After 5
Years
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Lease obligations
(1)
|
|
$
|
512,019
|
|
|
$
|
49,555
|
|
|
$
|
91,766
|
|
|
$
|
84,382
|
|
|
$
|
286,316
|
|
Purchase obligations
(2)
|
|
41,148
|
|
|
24,856
|
|
|
8,544
|
|
|
7,748
|
|
|
—
|
|
|||||
Long-term debt
(3)
|
|
68,246
|
|
|
—
|
|
|
—
|
|
|
68,246
|
|
|
—
|
|
|||||
Other liabilities
(4)
|
|
1,600
|
|
|
458
|
|
|
223
|
|
|
419
|
|
|
500
|
|
|||||
Total contractual obligations
|
|
$
|
623,013
|
|
|
$
|
74,869
|
|
|
$
|
100,533
|
|
|
$
|
160,795
|
|
|
$
|
286,816
|
|
(1)
|
We are obligated under non-cancelable leases for our restaurants, administrative offices and equipment. Some restaurant leases provide for contingent rental payments based on sales thresholds, which are excluded from this table. We also include capital leases for computer equipment of approximately $400,000.
|
(2)
|
We enter into various purchase obligations in the ordinary course of business. Our binding purchase obligations relate to volume commitments for beverage and food products, as well as binding commitments for the construction of new restaurants.
|
(3)
|
Reflects full payment of our long-term debt at maturity of our credit facility in 2020. Amounts related to interest expense on our revolving credit facility are not included in the table above because the interest rate is variable. See "Liquidity and Capital Resources” for a discussion of the terms of the revolving credit facility.
|
(4)
|
Reflects the expected payments associated with our commitment under our non-qualified deferred compensation plan.
|
ITEM 8.
|
Financial Statements and Supplementary Data
|
Consolidated Financial Statements
|
|
|
|
December 29, 2015
|
|
December 30, 2014
|
||||
Assets
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
1,912
|
|
|
$
|
1,906
|
|
Accounts receivable
|
|
4,990
|
|
|
4,557
|
|
||
Inventories
|
|
10,494
|
|
|
9,415
|
|
||
Prepaid expenses and other assets
|
|
7,185
|
|
|
6,271
|
|
||
Income tax receivable
|
|
820
|
|
|
627
|
|
||
Total current assets
|
|
25,401
|
|
|
22,776
|
|
||
Property and equipment, net
|
|
203,713
|
|
|
205,573
|
|
||
Deferred tax assets, net
|
|
664
|
|
|
—
|
|
||
Goodwill
|
|
6,400
|
|
|
6,400
|
|
||
Intangibles, net
|
|
1,809
|
|
|
1,927
|
|
||
Other assets, net
|
|
1,974
|
|
|
1,863
|
|
||
Total long-term assets
|
|
214,560
|
|
|
215,763
|
|
||
Total assets
|
|
$
|
239,961
|
|
|
$
|
238,539
|
|
Liabilities and Stockholders' Equity
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
15,073
|
|
|
$
|
10,865
|
|
Accrued payroll and benefits
|
|
5,417
|
|
|
4,704
|
|
||
Accrued expenses and other current liabilities
|
|
12,424
|
|
|
8,560
|
|
||
Deferred tax liabilities, net
|
|
—
|
|
|
1,702
|
|
||
Total current liabilities
|
|
32,914
|
|
|
25,831
|
|
||
Long-term debt
|
|
67,732
|
|
|
27,136
|
|
||
Deferred rent
|
|
39,597
|
|
|
35,498
|
|
||
Deferred tax liabilities, net
|
|
—
|
|
|
6,512
|
|
||
Other long-term liabilities
|
|
5,946
|
|
|
3,447
|
|
||
Total liabilities
|
|
146,189
|
|
|
98,424
|
|
||
Commitments and contingencies
|
|
|
|
|
|
|
||
Stockholders' equity:
|
|
|
|
|
||||
Preferred stock—$0.01 par value, authorized 1,000,000 shares as of December 29, 2015 and December 30, 2014; no shares issued or outstanding
|
|
—
|
|
|
—
|
|
||
Common stock—$0.01 par value, authorized 180,000,000 shares as of December 29, 2015 and December 30, 2014; 30,138,672 issued and 27,714,801 outstanding as of December 29, 2015 and 29,820,340 issued and outstanding as of December 30, 2014
|
|
301
|
|
|
298
|
|
||
Treasury stock, at cost, 2,423,871 and 67,586 shares as of December 29, 2015 and December 30, 2014, respectively
|
|
(35,000
|
)
|
|
(2,848
|
)
|
||
Additional paid-in capital
|
|
120,634
|
|
|
120,929
|
|
||
Accumulated other comprehensive loss
|
|
(134
|
)
|
|
—
|
|
||
Retained earnings
|
|
7,971
|
|
|
21,736
|
|
||
Total stockholders' equity
|
|
93,772
|
|
|
140,115
|
|
||
Total liabilities and stockholders' equity
|
|
$
|
239,961
|
|
|
$
|
238,539
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
December 29, 2015
|
|
December 30, 2014
|
|
December 31, 2013
|
||||||
Revenue:
|
|
|
|
|
|
|
||||||
Restaurant revenue
|
|
$
|
450,482
|
|
|
$
|
398,993
|
|
|
$
|
347,140
|
|
Franchising royalties and fees
|
|
4,969
|
|
|
4,748
|
|
|
3,784
|
|
|||
Total revenue
|
|
455,451
|
|
|
403,741
|
|
|
350,924
|
|
|||
Costs and expenses:
|
|
|
|
|
|
|
||||||
Restaurant operating costs (exclusive of depreciation and amortization shown separately below):
|
|
|
|
|
|
|
||||||
Cost of sales
|
|
120,455
|
|
|
107,217
|
|
|
91,892
|
|
|||
Labor
|
|
143,145
|
|
|
120,492
|
|
|
104,040
|
|
|||
Occupancy
|
|
50,300
|
|
|
42,540
|
|
|
35,173
|
|
|||
Other restaurant operating costs
|
|
63,549
|
|
|
52,580
|
|
|
44,078
|
|
|||
General and administrative
|
|
37,244
|
|
|
31,394
|
|
|
35,893
|
|
|||
Depreciation and amortization
|
|
27,802
|
|
|
24,787
|
|
|
20,623
|
|
|||
Pre-opening
|
|
4,407
|
|
|
4,425
|
|
|
3,809
|
|
|||
Restaurant impairments, closure costs and asset disposals
|
|
29,616
|
|
|
1,391
|
|
|
1,164
|
|
|||
Total costs and expenses
|
|
476,518
|
|
|
384,826
|
|
|
336,672
|
|
|||
(Loss) income from operations
|
|
(21,067
|
)
|
|
18,915
|
|
|
14,252
|
|
|||
Debt extinguishment expense
|
|
—
|
|
|
—
|
|
|
624
|
|
|||
Interest expense
|
|
1,432
|
|
|
365
|
|
|
2,196
|
|
|||
(Loss) income before income taxes
|
|
(22,499
|
)
|
|
18,550
|
|
|
11,432
|
|
|||
(Benefit) provision for income taxes
|
|
(8,734
|
)
|
|
7,122
|
|
|
4,767
|
|
|||
Net (loss) income
|
|
$
|
(13,765
|
)
|
|
$
|
11,428
|
|
|
$
|
6,665
|
|
(Loss) earnings per Class A and Class B common stock, combined
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
(0.48
|
)
|
|
$
|
0.38
|
|
|
$
|
0.25
|
|
Diluted
|
|
$
|
(0.48
|
)
|
|
$
|
0.37
|
|
|
$
|
0.24
|
|
Weighted average Class A and Class B common stock outstanding, combined
|
|
|
|
|
|
|
||||||
Basic
|
|
28,938,901
|
|
|
29,717,304
|
|
|
26,406,904
|
|
|||
Diluted
|
|
28,938,901
|
|
|
31,001,099
|
|
|
27,688,629
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
December 29, 2015
|
|
December 30, 2014
|
|
December 31, 2013
|
||||||
Net (loss) income
|
|
$
|
(13,765
|
)
|
|
$
|
11,428
|
|
|
$
|
6,665
|
|
Other comprehensive loss:
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
|
(134
|
)
|
|
—
|
|
|
—
|
|
|||
Other comprehensive loss
|
|
(134
|
)
|
|
—
|
|
|
—
|
|
|||
Comprehensive (loss) income
|
|
$
|
(13,899
|
)
|
|
$
|
11,428
|
|
|
$
|
6,665
|
|
|
|
Common Stock
(1)
|
|
Treasury
|
|
Additional
Paid-In Capital |
|
Accumulated
Other Comprehensive Loss |
|
Retained
Earnings (Accumulated Deficit) |
|
Total
Stockholders' Equity |
|
Temporary
Equity |
||||||||||||||||||||
|
|
|
|
|||||||||||||||||||||||||||||||
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|||||||||||||||||||||||||
Balance—January 1, 2013
|
|
23,238,984
|
|
|
$
|
232
|
|
(2)
|
—
|
|
|
$
|
—
|
|
|
$
|
7,585
|
|
|
$
|
(24
|
)
|
|
$
|
2,614
|
|
|
$
|
10,407
|
|
|
$
|
3,601
|
|
Issuance of common stock in connection with IPO, net of transaction expenses
|
|
6,160,714
|
|
|
62
|
|
|
—
|
|
|
—
|
|
|
100,007
|
|
|
—
|
|
|
—
|
|
|
100,069
|
|
|
—
|
|
|||||||
Elimination of temporary equity at IPO
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,572
|
|
|
—
|
|
|
1,029
|
|
|
3,601
|
|
|
(3,601
|
)
|
|||||||
Proceeds from exercise of stock options, warrants and employee stock purchase plan
|
|
144,907
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1,981
|
|
|
—
|
|
|
—
|
|
|
1,982
|
|
|
—
|
|
|||||||
Treasury shares acquired
|
|
—
|
|
|
—
|
|
|
65,478
|
|
|
(2,777
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,777
|
)
|
|
—
|
|
|||||||
Tax benefit on exercise of stock options
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
201
|
|
|
—
|
|
|
—
|
|
|
201
|
|
|
—
|
|
|||||||
Stock-based compensation expense
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,098
|
|
|
—
|
|
|
—
|
|
|
1,098
|
|
|
—
|
|
||||||||
Stock-based compensation expense related to acceleration of vesting
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,203
|
|
|
—
|
|
|
—
|
|
|
3,203
|
|
|
—
|
|
|||||||
Other
|
|
(48
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24
|
|
|
—
|
|
|
24
|
|
|
—
|
|
|||||||
Net Income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,665
|
|
|
6,665
|
|
|
—
|
|
|||||||
Balance—December 31, 2013
|
|
29,544,557
|
|
|
295
|
|
(2)
|
65,478
|
|
|
(2,777
|
)
|
|
116,647
|
|
|
—
|
|
|
10,308
|
|
|
124,473
|
|
|
—
|
|
|||||||
Proceeds from exercise of stock options, warrants and employee stock purchase plan
|
|
275,783
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
2,673
|
|
|
—
|
|
|
—
|
|
|
2,676
|
|
|
—
|
|
|||||||
Treasury shares acquired
|
|
—
|
|
|
—
|
|
|
2,108
|
|
|
(71
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(71
|
)
|
|
—
|
|
|||||||
Tax benefit on exercise of stock options
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
253
|
|
|
—
|
|
|
—
|
|
|
253
|
|
|
—
|
|
|||||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,418
|
|
|
—
|
|
|
—
|
|
|
1,418
|
|
|
—
|
|
|||||||
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(62
|
)
|
|
—
|
|
|
—
|
|
|
(62
|
)
|
|
—
|
|
|||||||
Net Income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,428
|
|
|
11,428
|
|
|
—
|
|
|||||||
Balance—December 30, 2014
|
|
29,820,340
|
|
|
298
|
|
(2)
|
67,586
|
|
|
(2,848
|
)
|
|
120,929
|
|
|
—
|
|
|
21,736
|
|
|
140,115
|
|
|
—
|
|
|||||||
Proceeds from exercise of stock options, warrants and employee stock purchase plan
|
|
318,332
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
949
|
|
|
—
|
|
|
—
|
|
|
952
|
|
|
—
|
|
|||||||
Treasury shares acquired, net
|
|
—
|
|
|
—
|
|
|
2,356,285
|
|
|
(32,152
|
)
|
|
(2,848
|
)
|
|
—
|
|
|
—
|
|
|
(35,000
|
)
|
|
—
|
|
|||||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,698
|
|
|
—
|
|
|
—
|
|
|
1,698
|
|
|
—
|
|
|||||||
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(94
|
)
|
|
—
|
|
|
—
|
|
|
(94
|
)
|
|
—
|
|
|||||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,765
|
)
|
|
(13,765
|
)
|
|
—
|
|
|||||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(134
|
)
|
|
—
|
|
|
(134
|
)
|
|
—
|
|
|||||||
Balance—December 29, 2015
|
|
30,138,672
|
|
|
$
|
301
|
|
(2)
|
2,423,871
|
|
|
$
|
(35,000
|
)
|
|
$
|
120,634
|
|
|
$
|
(134
|
)
|
|
$
|
7,971
|
|
|
$
|
93,772
|
|
|
$
|
—
|
|
(1)
|
Unless otherwise noted, activity relates to Class A common stock
|
(2)
|
Includes
1,522,098
shares of Class B common stock as of
December 29, 2015
and
December 30, 2014
and
6,292,640
shares of Class B common stock as of December 31, 2013.
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
December 29, 2015
|
|
December 30, 2014
|
|
December 31, 2013
|
||||||
Operating activities
|
|
|
|
|
|
|
||||||
Net (loss) income
|
|
$
|
(13,765
|
)
|
|
$
|
11,428
|
|
|
$
|
6,665
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
27,802
|
|
|
24,787
|
|
|
20,623
|
|
|||
(Benefit) provision for income taxes
|
|
(8,878
|
)
|
|
6,330
|
|
|
4,206
|
|
|||
Excess tax benefit on stock-based compensation
|
|
—
|
|
|
(253
|
)
|
|
(201
|
)
|
|||
Restaurant impairments, closure costs and asset disposals
|
|
28,927
|
|
|
1,391
|
|
|
1,164
|
|
|||
Amortization of debt issuance costs and debt
|
|
|
|
|
|
|
||||||
extinguishment expense
|
|
98
|
|
|
101
|
|
|
710
|
|
|||
Stock-based compensation
|
|
1,469
|
|
|
1,330
|
|
|
4,230
|
|
|||
Other noncash
|
|
—
|
|
|
—
|
|
|
(248
|
)
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
||||||
Accounts receivable
|
|
(437
|
)
|
|
(75
|
)
|
|
538
|
|
|||
Inventories
|
|
(1,058
|
)
|
|
(1,840
|
)
|
|
(1,181
|
)
|
|||
Prepaid expenses and other assets
|
|
(1,025
|
)
|
|
(1,768
|
)
|
|
(1,518
|
)
|
|||
Accounts payable
|
|
2,794
|
|
|
2,661
|
|
|
(230
|
)
|
|||
Deferred rent
|
|
7,143
|
|
|
6,390
|
|
|
5,833
|
|
|||
Income taxes
|
|
(193
|
)
|
|
(24
|
)
|
|
392
|
|
|||
Accrued expenses and other liabilities
|
|
1,629
|
|
|
(1,431
|
)
|
|
2,651
|
|
|||
Net cash provided by operating activities
|
|
44,506
|
|
|
49,027
|
|
|
43,634
|
|
|||
Investing activities
|
|
|
|
|
|
|
||||||
Purchases of property and equipment
|
|
(50,093
|
)
|
|
(56,352
|
)
|
|
(54,429
|
)
|
|||
Acquisition of franchise restaurants
|
|
(628
|
)
|
|
(15,708
|
)
|
|
—
|
|
|||
Net cash used in investing activities
|
|
(50,721
|
)
|
|
(72,060
|
)
|
|
(54,429
|
)
|
|||
Financing activities
|
|
|
|
|
|
|
||||||
Proceeds from issuances of long-term debt
|
|
425,517
|
|
|
310,479
|
|
|
136,357
|
|
|||
Payments on long-term debt
|
|
(384,771
|
)
|
|
(289,292
|
)
|
|
(224,526
|
)
|
|||
Debt issuance costs
|
|
(249
|
)
|
|
—
|
|
|
(124
|
)
|
|||
Acquisition of treasury stock
|
|
(35,000
|
)
|
|
(71
|
)
|
|
(2,777
|
)
|
|||
Issuance of common stock, net of transaction expenses
|
|
—
|
|
|
—
|
|
|
100,069
|
|
|||
Proceeds from exercise of stock options, warrants and employee stock purchase plan
|
|
952
|
|
|
2,676
|
|
|
1,982
|
|
|||
Excess tax benefit on stock-based compensation
|
|
—
|
|
|
253
|
|
|
201
|
|
|||
Other financing activities
|
|
(94
|
)
|
|
(74
|
)
|
|
—
|
|
|||
Net cash provided by financing activities
|
|
6,355
|
|
|
23,971
|
|
|
11,182
|
|
|||
Effect of exchange rate changes on cash
|
|
(134
|
)
|
|
—
|
|
|
—
|
|
|||
Net increase in cash and cash equivalents
|
|
6
|
|
|
938
|
|
|
387
|
|
|||
Cash and cash equivalents
|
|
|
|
|
|
|
||||||
Beginning of year
|
|
1,906
|
|
|
968
|
|
|
581
|
|
|||
End of year
|
|
$
|
1,912
|
|
|
$
|
1,906
|
|
|
$
|
968
|
|
Property and Equipment
|
|
Estimated Useful Lives
|
Leasehold improvements
|
|
Shorter of lease term or estimated useful life, not to exceed 20 years
|
Furniture and fixtures
|
|
3 to 15 years
|
Equipment
|
|
3 to 7 years
|
|
|
Fair Value at December 30, 2014
|
||
Inventories
|
|
$
|
352
|
|
Prepaid expenses and other assets
|
|
33
|
|
|
Deferred tax asset
|
|
142
|
|
|
Property and equipment
|
|
7,564
|
|
|
Intangibles
|
|
1,567
|
|
|
Goodwill
|
|
6,400
|
|
|
Deferred rent and other liabilities
|
|
(319
|
)
|
|
Total purchase price
|
|
$
|
15,739
|
|
|
|
2015
|
|
2014
|
||||
Tenant improvement receivables
|
|
$
|
2,705
|
|
|
$
|
2,588
|
|
Vendor rebate receivables
|
|
840
|
|
|
983
|
|
||
Franchise and other receivables
|
|
1,445
|
|
|
986
|
|
||
|
|
$
|
4,990
|
|
|
$
|
4,557
|
|
|
|
2015
|
|
2014
|
||||
Prepaid occupancy related costs
|
|
$
|
4,947
|
|
|
$
|
4,135
|
|
Other prepaid expenses
|
|
2,019
|
|
|
1,997
|
|
||
Other current assets
|
|
219
|
|
|
139
|
|
||
|
|
$
|
7,185
|
|
|
$
|
6,271
|
|
|
|
2015
|
|
2014
|
||||
Leasehold improvements
|
|
$
|
216,474
|
|
|
$
|
208,678
|
|
Furniture, fixtures and equipment
|
|
120,132
|
|
|
114,148
|
|
||
Construction in progress
|
|
11,485
|
|
|
12,074
|
|
||
|
|
348,091
|
|
|
334,900
|
|
||
Accumulated depreciation and amortization
|
|
(144,378
|
)
|
|
(129,327
|
)
|
||
|
|
$
|
203,713
|
|
|
$
|
205,573
|
|
|
|
2015
|
|
2014
|
||||
Accrued payroll and related liabilities
|
|
$
|
3,211
|
|
|
$
|
3,022
|
|
Accrued bonus
|
|
774
|
|
|
803
|
|
||
Insurance liabilities
|
|
1,432
|
|
|
879
|
|
||
|
|
$
|
5,417
|
|
|
$
|
4,704
|
|
|
|
2015
|
|
2014
|
||||
Gift card liability
|
|
$
|
3,348
|
|
|
$
|
2,701
|
|
Occupancy related
|
|
3,446
|
|
|
1,477
|
|
||
Utilities
|
|
1,462
|
|
|
1,523
|
|
||
Other accrued expenses
|
|
4,168
|
|
|
2,859
|
|
||
|
|
$
|
12,424
|
|
|
$
|
8,560
|
|
|
|
2015
|
|
2014
|
||||
Balance at beginning of year
|
|
$
|
6,400
|
|
|
$
|
—
|
|
Acquisitions
|
|
—
|
|
|
6,400
|
|
||
Balance at end of year
|
|
$
|
6,400
|
|
|
$
|
6,400
|
|
|
|
2015
|
|
2014
|
||||
Amortized intangible assets:
|
|
|
|
|
||||
Reacquired franchise rights
|
|
$
|
1,306
|
|
|
$
|
1,376
|
|
Favorable leases
|
|
185
|
|
|
190
|
|
||
Less accumulated amortization
|
|
(164
|
)
|
|
(45
|
)
|
||
|
|
1,327
|
|
|
1,521
|
|
||
Non-amortized intangible assets:
|
|
|
|
|
||||
Trademark rights and transferable liquor licenses
|
|
482
|
|
|
406
|
|
||
|
|
$
|
1,809
|
|
|
$
|
1,927
|
|
2016
|
|
$
|
113
|
|
2017
|
|
111
|
|
|
2018
|
|
111
|
|
|
2019
|
|
110
|
|
|
2020
|
|
108
|
|
|
Thereafter
|
|
774
|
|
|
|
|
$
|
1,327
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Restaurant impairments
(1)
|
$
|
25,436
|
|
|
$
|
57
|
|
|
$
|
54
|
|
Closure costs
(1)
|
3,076
|
|
|
91
|
|
|
129
|
|
|||
Loss on disposal of assets and other
|
1,104
|
|
|
1,243
|
|
|
981
|
|
|||
|
$
|
29,616
|
|
|
$
|
1,391
|
|
|
$
|
1,164
|
|
(1)
|
Restaurant impairments and closure costs can include expenditures related to restaurants previously impaired or closed.
|
|
|
2015
|
|
2014
|
||||
Closed restaurant reserves, beginning of period
|
|
$
|
444
|
|
|
$
|
583
|
|
Additions—store closing costs recognized and accretion
|
|
4,518
|
|
|
77
|
|
||
Decreases—payments
|
|
(216
|
)
|
|
(216
|
)
|
||
Closed restaurant reserves, end of period
|
|
$
|
4,746
|
|
|
$
|
444
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Domestic(loss) income
|
|
$
|
(21,674
|
)
|
|
$
|
18,586
|
|
|
$
|
11,531
|
|
Foreign (loss) income
|
|
(825
|
)
|
|
(36
|
)
|
|
(99
|
)
|
|||
|
|
$
|
(22,499
|
)
|
|
$
|
18,550
|
|
|
$
|
11,432
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Current tax provision:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
State
|
|
144
|
|
|
792
|
|
|
561
|
|
|||
Foreign
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
144
|
|
|
792
|
|
|
561
|
|
|||
Deferred tax (benefit) provision:
|
|
|
|
|
|
|
||||||
Federal
|
|
(7,169
|
)
|
|
5,662
|
|
|
3,923
|
|
|||
State
|
|
(1,495
|
)
|
|
668
|
|
|
283
|
|
|||
Foreign
|
|
(214
|
)
|
|
—
|
|
|
—
|
|
|||
|
|
(8,878
|
)
|
|
6,330
|
|
|
4,206
|
|
|||
Total (benefit) provision for income taxes
|
|
$
|
(8,734
|
)
|
|
$
|
7,122
|
|
|
$
|
4,767
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Federal income tax (benefit) expense at federal rate
|
|
$
|
(7,650
|
)
|
|
$
|
6,299
|
|
|
$
|
3,887
|
|
State income tax (benefit) expense, net of federal tax
|
|
(960
|
)
|
|
972
|
|
|
653
|
|
|||
Other permanent differences
|
|
378
|
|
|
170
|
|
|
374
|
|
|||
Foreign rate differential
|
|
66
|
|
|
6
|
|
|
26
|
|
|||
Tax credits
|
|
(423
|
)
|
|
(241
|
)
|
|
(149
|
)
|
|||
Other items, net
|
|
(145
|
)
|
|
(84
|
)
|
|
(24
|
)
|
|||
(Benefit) provision for income taxes
|
|
$
|
(8,734
|
)
|
|
$
|
7,122
|
|
|
$
|
4,767
|
|
Effective income tax rate
|
|
38.8
|
%
|
|
38.4
|
%
|
|
41.7
|
%
|
|
|
2015
|
|
2014
|
||
Deferred tax assets
|
|
30,748
|
|
|
23,001
|
|
Deferred tax liabilities
|
|
(30,084
|
)
|
|
(31,216
|
)
|
Total deferred tax assets (liabilities), net
|
|
664
|
|
|
(8,215
|
)
|
|
|
2015
|
|
2014
|
||||
Noncurrent deferred tax assets (liabilities):
|
|
|
|
|
||||
Loss carry forwards
|
|
$
|
4,234
|
|
|
$
|
743
|
|
Deferred rent and franchise revenue
|
|
15,802
|
|
|
14,454
|
|
||
Property, equipment and intangible assets
|
|
(24,950
|
)
|
|
(26,514
|
)
|
||
Stock-based compensation
|
|
2,833
|
|
|
2,847
|
|
||
Tax credit carry forwards
|
|
1,609
|
|
|
897
|
|
||
Inventory smallwares
|
|
(2,589
|
)
|
|
—
|
|
||
Other accrued expenses
|
|
2,124
|
|
|
440
|
|
||
Other
|
|
1,601
|
|
|
621
|
|
||
Total noncurrent net deferred tax assets (liabilities)
|
|
664
|
|
|
(6,512
|
)
|
||
Current deferred tax assets (liabilities):
|
|
|
|
|
||||
Inventory smallwares
|
|
—
|
|
|
(2,405
|
)
|
||
Other
|
|
—
|
|
|
702
|
|
||
Total current deferred tax assets (liabilities)
|
|
—
|
|
|
(1,703
|
)
|
||
Net deferred tax assets (liability)
|
|
$
|
664
|
|
|
$
|
(8,215
|
)
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Risk-free interest
|
|
1.6
|
%
|
|
1.7
|
%
|
|
1.1
|
%
|
|||
Expected life (years)
|
|
5.0
|
|
|
5.0
|
|
|
4.3
|
|
|||
Expected dividend yield
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Volatility
|
|
36.8
|
%
|
|
36.5
|
%
|
|
39.7
|
%
|
|||
Weighted-average Black-Scholes fair value per share at date of grant
|
|
$
|
5.04
|
|
|
$
|
10.52
|
|
|
$
|
6.04
|
|
|
|
Shares
|
|
Weighted-
Average
Exercise Price
|
|||
Outstanding—December 30, 2014
|
|
3,245,264
|
|
|
$
|
12.17
|
|
Granted
|
|
921,825
|
|
|
$
|
14.55
|
|
Forfeited
|
|
(307,318
|
)
|
|
$
|
18.76
|
|
Exercised
|
|
(792,363
|
)
|
|
$
|
8.86
|
|
Outstanding—December 29, 2015
|
|
3,067,408
|
|
|
$
|
13.08
|
|
|
|
Shares
|
|
Weighted-
Average
Exercise Price
|
|
Weighted-
Average
Remaining
Years of
Contractual
Life
|
|
Aggregate
Intrinsic Value
(1)
(in thousands)
|
|||||
Outstanding as of December 29, 2015
|
|
3,067,408
|
|
|
$
|
13.08
|
|
|
7.00
|
|
$
|
2,587
|
|
Vested and expected to vest
|
|
2,978,704
|
|
|
12.96
|
|
|
6.93
|
|
2,587
|
|
||
Exercisable as of December 29, 2015
|
|
1,940,770
|
|
|
10.93
|
|
|
5.72
|
|
2,586
|
|
(1)
|
Aggregate intrinsic value represents the amount by which fair value of the Company's stock exceeds the exercise price of the option as of
December 29, 2015
.
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net (loss) income (in thousands)
|
|
$
|
(13,765
|
)
|
|
$
|
11,428
|
|
|
$
|
6,665
|
|
Shares:
|
|
|
|
|
|
|
||||||
Basic weighted average shares outstanding
|
|
28,938,901
|
|
|
29,717,304
|
|
|
26,406,904
|
|
|||
Dilutive stock options and warrants
|
|
—
|
|
|
1,283,795
|
|
|
1,281,725
|
|
|||
Diluted weighted average number of shares outstanding
|
|
28,938,901
|
|
|
31,001,099
|
|
|
27,688,629
|
|
|||
(Loss) earnings per share:
|
|
|
|
|
|
|
||||||
Basic (loss) earnings per share
|
|
$
|
(0.48
|
)
|
|
$
|
0.38
|
|
|
$
|
0.25
|
|
Diluted (loss) earnings per share
|
|
$
|
(0.48
|
)
|
|
$
|
0.37
|
|
|
$
|
0.24
|
|
2016
|
$
|
49,555
|
|
2017
|
47,678
|
|
|
2018
|
44,088
|
|
|
2019
|
42,149
|
|
|
2020
|
42,233
|
|
|
Thereafter
|
286,316
|
|
|
|
$
|
512,019
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Interest paid (net of amounts capitalized)
|
|
$
|
839
|
|
|
$
|
—
|
|
|
$
|
2,506
|
|
Income taxes paid (net of refunds)
|
|
354
|
|
|
811
|
|
|
137
|
|
|||
Purchases of property and equipment accrued in accounts payable
|
|
1,414
|
|
|
37
|
|
|
996
|
|
|
2015
|
||||||||||||||
|
December 29,
|
|
September 29,
|
|
June 30,
|
|
March 31,
|
||||||||
Revenue
|
$
|
117,128
|
|
|
$
|
117,328
|
|
|
$
|
115,233
|
|
|
$
|
105,761
|
|
Operating (loss) income
|
(6,464
|
)
|
|
(15,302
|
)
|
|
5,016
|
|
|
(4,318
|
)
|
||||
Net (loss) income
|
(4,254
|
)
|
|
(9,821
|
)
|
|
3,062
|
|
|
(2,752
|
)
|
||||
Basic (loss) earnings per share
|
$
|
(0.15
|
)
|
|
$
|
(0.35
|
)
|
|
$
|
0.10
|
|
|
$
|
(0.09
|
)
|
Diluted (loss) earnings per share
|
$
|
(0.15
|
)
|
|
$
|
(0.35
|
)
|
|
$
|
0.10
|
|
|
$
|
(0.09
|
)
|
|
|
||||||||||||||
|
2014
|
||||||||||||||
|
December 30,
|
|
September 30,
|
|
July 1,
|
|
April 1,
|
||||||||
Revenue
|
$
|
108,546
|
|
|
$
|
106,216
|
|
|
$
|
99,459
|
|
|
$
|
89,519
|
|
Operating income
|
5,474
|
|
|
5,045
|
|
|
5,941
|
|
|
2,456
|
|
||||
Net income
|
3,535
|
|
|
2,943
|
|
|
3,527
|
|
|
1,424
|
|
||||
Basic earnings per share
|
$
|
0.12
|
|
|
$
|
0.10
|
|
|
$
|
0.12
|
|
|
$
|
0.05
|
|
Diluted earnings per share
|
$
|
0.11
|
|
|
$
|
0.10
|
|
|
$
|
0.11
|
|
|
$
|
0.05
|
|
|
|
/s/ Ernst & Young LLP
|
ITEM 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
Plan Category
|
|
Number of securities to be issued upon exercise of outstanding options and warrants (a)
|
|
Weighted-average exercise price of outstanding options and warrants
(b)
|
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
(c)
|
||||
Equity compensation plans approved by security holders
(1)
|
|
3,125,108
|
|
|
$
|
13.08
|
|
|
3,055,860
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
3,125,108
|
|
|
$
|
13.08
|
|
|
3,055,860
|
|
(1)
|
Includes in column (a) 3,067,408 shares of Class A common stock issuable upon exercise of options outstanding under the Company’s Stock Incentive Plan and 57,700 shares of Class B common stock issuable upon exercise of a warrant granted to a consultant. Includes in column (c) 2,360,084 shares of Class A common stock available for issuance upon exercise of future grants under the Company’s Stock Incentive Plan and 695,776 shares of Class A common stock available for future issuance under the Company’s Employee Stock Purchase Plan. Material features of the Company's Stock Incentive Plan and Employee Stock Purchase Plan are set forth in Note 10-Stock-Based Compensation and Note 12-Employee Benefit Plans.
|
ITEM 14.
|
Principal Accounting Fees and Services
|
ITEM 15.
|
Exhibits, Financial Statement Schedules
|
1.
|
Our Consolidated Financial Statements and Notes thereto are included in Item 8, "Financial Statements and supplementary Data," of this Annual Report on Form 10-K.
|
2.
|
All financial schedules have been omitted either because they are not applicable or because the required information is provided in our Consolidated Financial Statements and Notes thereto, included in Item 8 of this Annual Report on Form 10-K.
|
3.
|
The Index to Exhibits, which appears immediately following the signature page and is incorporated herein by reference, is filed as part of this 10-K.
|
|
NOODLES & COMPANY
|
|
|
|
By: /s/ Dave Boennighausen
|
|
Dave Boennighausen
|
|
Chief Financial Officer
|
Signature
|
Title
|
Date
|
/s/ KEVIN REDDY
|
|
|
Kevin Reddy
|
Chairman and Chief Executive Officer
(principal executive officer)
|
March 1, 2016
|
/s/ DAVE BOENNIGHAUSEN
|
|
|
Dave Boennighausen
|
Chief Financial Officer and Director
(principal financial officer)
|
March 1, 2016
|
/s/ KATHY LOCKHART
|
|
|
Kathy Lockhart
|
Vice President and Controller
(principal accounting officer)
|
March 1, 2016
|
/s/ SCOTT DAHNKE
|
|
|
Scott A. Dahnke
|
Director
|
March 1, 2016
|
/s/ JEFFREY JONES
|
|
|
Jeffrey Jones
|
Director
|
March 1, 2016
|
/s/ JAMES RAND
|
|
|
James Rand
|
Director
|
March 1, 2016
|
/s/ ANDREW TAUB
|
|
|
Andrew Taub
|
Director
|
March 1, 2016
|
/s/ JOHANNA MURPHY
|
|
|
Johanna Murphy
|
Director
|
March 1, 2016
|
|
|
|
|
|
|
|
Description of Exhibit Incorporated Herein by Reference
|
|
|
||||||
Exhibit Number
|
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Filing Date
|
|
Exhibit Number
|
|
Filed Herewith
|
3.1
|
|
Amended and Restated Certificate of Incorporation
|
|
S-1
|
|
333-192402
|
|
November 19, 2013
|
|
3.1
|
|
|
3.2
|
|
Second Amended and Restated Bylaws
|
|
8-K
|
|
001-35987
|
|
August 24, 2015
|
|
3.1
|
|
|
4.1
|
|
Specimen Stock Certificate
|
|
S-1/A
|
|
333-188783
|
|
June 17, 2013
|
|
4.1
|
|
|
10.1
|
|
Noodles & Company Amended and Restated 2010 Stock Incentive Plan
|
|
S-1/A
|
|
333-188783
|
|
June 17, 2013
|
|
10.1
|
|
|
10.2
|
|
Noodles & Company 2013 Employee Stock Purchase Plan
|
|
S-1/A
|
|
333-188783
|
|
June 17, 2013
|
|
10.2
|
|
|
10.3
|
|
Registration Rights Agreement, dated December 27, 2010, by and among Noodles & Company and certain of its stockholders
|
|
S-1/A
|
|
333-188783
|
|
June 17, 2013
|
|
10.3
|
|
|
10.4
|
|
Amendment No. 1 to Registration Rights Agreement, dated as of July 8, 2014, among Noodles & Company and certain of its stockholders
|
|
10-Q
|
|
001-35987
|
|
November 6, 2014
|
|
10.1
|
|
|
10.5
|
|
Amended and Restated Credit Agreement, dated as of November 22, 2013, among Noodles & Company, the other Loan Parties thereto, Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender and the other lenders party thereto
|
|
8-K
|
|
001-35987
|
|
November 26, 2013
|
|
10.1
|
|
|
10.6
|
|
Amendment No.1 to the Amended and Restated Credit Agreement, dated as of June 4, 2015, among Noodles & Company, the other Loan Parties party thereto, the lenders thereto and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swingline Lender
|
|
8-K
|
|
001-35987
|
|
June 5, 2015
|
|
10.10
|
|
|
10.7
|
|
Amendment No.2 to the Amended and Restated Credit Agreement, dated as of November 24, 2015, by and among Noodles & Company, each of the Guarantors signatory thereto, Bank of America, N.A., as administrative agent and the lenders signatory thereto
|
|
8-K
|
|
001-35987
|
|
November 24, 2015
|
|
10.10
|
|
|
10.8
|
|
Security Agreement, dated February 28, 2011, by and between Noodles & Company and Bank of America, N.A., as administrative agent
|
|
S-1
|
|
333-188783
|
|
May 23, 2013
|
|
10.13
|
|
|
10.9
|
|
Pledge Agreement, dated February 28, 2011, by and between Noodles & Company and Bank of America, N.A., as administrative agent
|
|
S-1
|
|
333-188783
|
|
May 23, 2013
|
|
10.14
|
|
|
10.10
|
|
Form of Indemnification Agreement by and between Noodles & Company and each of its directors and executive officers
|
|
S-1/A
|
|
333-188783
|
|
June 17, 2013
|
|
10.15
|
|
|
10.11
|
|
Form of Area Development Agreement
|
|
10-K
|
|
001-35987
|
|
February 24, 2015
|
|
10.9
|
|
|
10.12
|
|
Form of Franchise Agreement
|
|
10-K
|
|
001-35987
|
|
February 24, 2015
|
|
10.10
|
|
|
10.13
|
|
Severance Agreement with Dave Boennighausen, dated December 19, 2012
|
|
10-K
|
|
001-35987
|
|
March 7, 2014
|
|
10.1
|
|
|
10.14
|
|
Employment Agreement, dated June 7, 2013, by and between Noodles & Company and Kevin Reddy
|
|
S-1/A
|
|
333-188783
|
|
June 17, 2013
|
|
10.20
|
|
|
10.15
|
|
Employment Agreement, dated June 7, 2013, by and between Noodles & Company and Keith Kinsey
|
|
S-1/A
|
|
333-188783
|
|
June 17, 2013
|
|
10.21
|
|
|
10.16
|
|
Noodles & Company Compensation Plan For Non-Employee Directors
|
|
S-1
|
|
333-192402
|
|
November 19, 2013
|
|
10.16
|
|
|
10.17
|
|
The Executive Nonqualified "Excess" Plan Adoption Agreement, adopted by Noodles & Company on May 16, 2013
|
|
S-1/A
|
|
333-188783
|
|
June 17, 2013
|
|
10.22
|
|
|
10.18
|
|
Amended and Restated Stockholders Agreement, dated as of July 2, 2013, among Noodles & Company,
L
Catterton-Noodles, LLC and Argentia Private Investments Inc.
|
|
S-1
|
|
333-192402
|
|
November 19, 2013
|
|
10.18
|
|
|
10.19
|
|
Letter agreement dated March 9, 2015 between Noodles & Company and Dan Fogarty
|
|
10-Q
|
|
001-35987
|
|
May 7, 2015
|
|
10.10
|
|
|
10.20
|
|
Severance Agreement with Paul Strasen, dated January 24, 2011
|
|
|
|
|
|
|
|
|
|
X
|
21.1
|
|
List of Subsidiaries of Noodles & Company
|
|
|
|
|
|
|
|
|
|
X
|
23.1
|
|
Consent of Ernst & Young LLP
|
|
|
|
|
|
|
|
|
|
X
|
24.1
|
|
Power of Attorney (included on signature page of this report)
|
|
|
|
|
|
|
|
|
|
X
|
31.1
|
|
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
|
X
|
31.2
|
|
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
|
X
|
32.1
|
|
Certification of Chief Executive Officer and Chief Financial Officer Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
|
X
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
Subsidiaries of the Registrant
|
Jurisdiction of Incorporation
|
Noodles & Company Canada, Inc.
|
Canada
|
Noodles & Company China Holdings, LTD
|
Cayman Islands
|
Noodles & Company International Holdings, LTD
|
Cayman Islands
|
Noodles & Company Finance Corp.
|
Colorado, United States
|
Noodles & Company Services Corp.
|
Colorado, United States
|
The Noodle Shop, Co. - Colorado, Inc.
|
Colorado, United States
|
TNSC, Inc.
|
Colorado, United States
|
The Noodle Shop, Co. - Delaware, Inc.
|
Delaware, United States
|
Noodles & Company Hong Kong, Limited
|
Hong Kong
|
The Noodle Shop, Co. - Illinois, Inc.
|
Illinois, United States
|
The Noodle Shop, Co. - Kansas, LLC
|
Kansas, United States
|
The Noodle Shop, Co. - Annapolis, LLC
|
Maryland, United States
|
The Noodle Shop, Co. - Baltimore County, LLC
|
Maryland, United States
|
The Noodle Shop, Co. - Charles County, Inc.
|
Maryland, United States
|
The Noodle Shop, Co. - College Park, LLC
|
Maryland, United States
|
The Noodle Shop, Co. - Frederick County, LLC
|
Maryland, United States
|
The Noodle Shop, Co. - Howard County, Inc.
|
Maryland, United States
|
The Noodle Shop, Co. - Maryland, Inc.
|
Maryland, United States
|
The Noodle Shop, Co. - Montgomery County, Maryland
|
Maryland, United States
|
The Noodle Shop, Co. - St. Mary’s County, LLC
|
Maryland, United States
|
The Noodle Shop, Co. - Washington County, LLC
|
Maryland, United States
|
The Noodle Shop, Co. - Harford County, LLC
|
Maryland, United States
|
The Noodle Shop, Co. - Carroll County, LLC
|
Maryland, United States
|
The Noodle Shop, Co. - Minnesota, Inc.
|
Minnesota, United States
|
The Noodle Shop, Co. - Virginia, Inc.
|
Virginia, United States
|
The Noodle Shop, Co. - Wisconsin, Inc.
|
Wisconsin, United States
|
|
(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;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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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
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(d)
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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.
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(a)
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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
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(b)
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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.
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/s/ KEVIN REDDY
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Kevin Reddy
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Chairman and Chief Executive Officer
(Principal Executive Officer)
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(a)
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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;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
|
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
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|
(d)
|
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
|
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(b)
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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.
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/s/ DAVE BOENNIGHAUSEN
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Dave Boennighausen
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Chief Financial Officer
(Principal Financial Officer)
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By:
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/s/ KEVIN REDDY
|
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Name:
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Kevin Reddy
|
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Title:
|
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Chief Executive Officer
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By:
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/s/ DAVE BOENNIGHAUSEN
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Name:
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Dave Boennighausen
|
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Title:
|
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Chief Financial Officer
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