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
x
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Non-accelerated filer
o
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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 August 1, 2016
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Class A Common Stock, $0.01 par value per share
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26,324,707 shares
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Class B Common Stock, $0.01 par value per share
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1,522,098 shares
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Page
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June 28,
2016 |
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December 29,
2015 |
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(unaudited)
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Assets
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Current assets:
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Cash and cash equivalents
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$
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1,893
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$
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1,912
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Accounts receivable
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5,446
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4,990
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Inventories
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10,795
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10,494
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Prepaid expenses and other assets
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3,030
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7,185
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Income tax receivable
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778
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820
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Total current assets
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21,942
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25,401
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Property and equipment, net
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201,831
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203,713
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Deferred tax assets, net
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—
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664
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Goodwill
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6,400
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6,400
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Intangibles
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1,761
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1,809
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Other assets, net
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1,958
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1,974
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Total long-term assets
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211,950
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214,560
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Total assets
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$
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233,892
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$
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239,961
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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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9,584
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$
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15,073
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Accrued payroll and benefits
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7,157
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5,417
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Accrued expenses and other current liabilities
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11,348
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12,424
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Total current liabilities
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28,089
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32,914
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Long-term debt
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78,503
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67,732
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Deferred rent
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42,432
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39,597
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Deferred tax liabilities, net
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419
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—
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Other long-term liabilities
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5,161
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5,946
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Total liabilities
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154,604
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146,189
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Stockholders’ equity:
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Preferred stock—$0.01 par value, authorized 1,000,000 shares as of June 28, 2016 and December 29, 2015; no shares issued or outstanding
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—
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—
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Common stock—$0.01 par value, authorized 180,000,000 shares as of June 28, 2016 and December 29, 2015; 30,249,197 issued and 27,825,326 outstanding as of June 28, 2016 and 30,138,672 issued and 27,714,801 outstanding as of December 29, 2015
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302
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301
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Treasury stock, at cost, 2,423,871 shares as of June 28, 2016 and December 29, 2015
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(35,000
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)
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(35,000
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)
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Additional paid-in capital
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122,482
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120,634
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Accumulated other comprehensive loss
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(7
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)
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(134
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)
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(Accumulated deficit) retained earnings
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(8,489
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)
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7,971
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Total stockholders’ equity
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79,288
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93,772
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Total liabilities and stockholders’ equity
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$
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233,892
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$
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239,961
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Fiscal Quarter Ended
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Two Fiscal Quarters Ended
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||||||||||||
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June 28,
2016 |
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June 30,
2015 |
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June 28,
2016 |
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June 30,
2015 |
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Revenue:
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Restaurant revenue
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$
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120,204
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$
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113,834
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$
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233,069
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$
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218,616
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Franchising royalties and fees
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1,203
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1,399
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2,324
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2,378
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Total revenue
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121,407
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115,233
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235,393
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220,994
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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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32,164
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29,863
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62,353
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57,674
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Labor
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39,316
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35,149
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76,750
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68,178
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Occupancy
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13,688
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12,480
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27,002
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24,698
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Other restaurant operating costs
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18,596
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15,158
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35,488
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29,875
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General and administrative
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9,840
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9,232
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19,877
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17,650
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Depreciation and amortization
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7,071
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6,923
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13,977
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13,843
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Pre-opening
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796
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1,162
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1,833
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2,042
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Restaurant impairments, closure costs and asset disposals
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11,248
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250
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12,264
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6,336
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Total costs and expenses
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132,719
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110,217
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249,544
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220,296
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(Loss) income from operations
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(11,312
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)
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5,016
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(14,151
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)
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698
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Interest expense, net
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598
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198
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1,226
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427
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(Loss) income before income taxes
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(11,910
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)
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4,818
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(15,377
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)
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271
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|
||||
Provision (benefit) for income taxes
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2,177
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1,756
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1,083
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(39
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)
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Net (loss) income
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$
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(14,087
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)
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$
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3,062
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$
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(16,460
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)
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$
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310
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(Loss) 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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(0.51
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)
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$
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0.10
|
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|
$
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(0.59
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)
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$
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0.01
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Diluted
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$
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(0.51
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)
|
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$
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0.10
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$
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(0.59
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)
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$
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0.01
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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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27,776,094
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29,950,122
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27,754,615
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29,896,663
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Diluted
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27,776,094
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30,720,102
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27,754,615
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30,792,278
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Fiscal Quarter Ended
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Two Fiscal Quarters Ended
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||||||||||||
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June 28,
2016 |
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June 30,
2015 |
|
June 28,
2016 |
|
June 30,
2015 |
||||||||
Net (loss) income
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|
$
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(14,087
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)
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|
$
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3,062
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|
$
|
(16,460
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)
|
|
$
|
310
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
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|
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Foreign currency translation adjustments
|
|
22
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|
|
(1
|
)
|
|
127
|
|
|
(12
|
)
|
||||
Other comprehensive income (loss)
|
|
22
|
|
|
(1
|
)
|
|
127
|
|
|
(12
|
)
|
||||
Comprehensive (loss) income
|
|
$
|
(14,065
|
)
|
|
$
|
3,061
|
|
|
$
|
(16,333
|
)
|
|
$
|
298
|
|
|
|
Two Fiscal Quarters Ended
|
||||||
|
|
June 28,
2016 |
|
June 30,
2015 |
||||
Operating activities
|
|
|
|
|
||||
Net (loss) income
|
|
$
|
(16,460
|
)
|
|
$
|
310
|
|
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
13,977
|
|
|
13,843
|
|
||
Deferred income taxes
|
|
1,083
|
|
|
(1,544
|
)
|
||
Restaurant impairments, closure costs and asset disposals
|
|
11,889
|
|
|
6,296
|
|
||
Amortization of debt issuance costs
|
|
58
|
|
|
49
|
|
||
Stock-based compensation
|
|
849
|
|
|
625
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
||||
Accounts receivable
|
|
(383
|
)
|
|
242
|
|
||
Inventories
|
|
(301
|
)
|
|
(473
|
)
|
||
Prepaid expenses and other assets
|
|
4,171
|
|
|
(754
|
)
|
||
Accounts payable
|
|
(4,802
|
)
|
|
(329
|
)
|
||
Deferred rent
|
|
2,835
|
|
|
3,322
|
|
||
Income taxes
|
|
42
|
|
|
1,130
|
|
||
Accrued expenses and other liabilities
|
|
(677
|
)
|
|
(61
|
)
|
||
Net cash provided by operating activities
|
|
12,281
|
|
|
22,656
|
|
||
Investing activities
|
|
|
|
|
||||
Purchases of property and equipment
|
|
(24,016
|
)
|
|
(21,861
|
)
|
||
Acquisition of franchise restaurant
|
|
—
|
|
|
(628
|
)
|
||
Net cash used in investing activities
|
|
(24,016
|
)
|
|
(22,489
|
)
|
||
Financing activities
|
|
|
|
|
||||
Proceeds from issuance of long-term debt
|
|
205,620
|
|
|
182,326
|
|
||
Payments on long-term debt
|
|
(194,905
|
)
|
|
(179,904
|
)
|
||
Proceeds from exercise of stock options, warrants and employee stock purchase plan
|
|
876
|
|
|
1,792
|
|
||
Acquisition of treasury stock
|
|
—
|
|
|
(4,136
|
)
|
||
Other financing activities
|
|
(2
|
)
|
|
(138
|
)
|
||
Net cash provided by (used in) financing activities
|
|
11,589
|
|
|
(60
|
)
|
||
Effect of exchange rate changes on cash
|
|
127
|
|
|
(12
|
)
|
||
Net (decrease) increase in cash and cash equivalents
|
|
(19
|
)
|
|
95
|
|
||
Cash and cash equivalents
|
|
|
|
|
||||
Beginning of period
|
|
1,912
|
|
|
1,906
|
|
||
End of period
|
|
$
|
1,893
|
|
|
$
|
2,001
|
|
|
|
June 28,
2016 |
|
December 29,
2015 |
||||
Leasehold improvements
|
|
$
|
220,863
|
|
|
$
|
216,474
|
|
Furniture, fixtures and equipment
|
|
124,662
|
|
|
120,132
|
|
||
Construction in progress
|
|
9,705
|
|
|
11,485
|
|
||
|
|
355,230
|
|
|
348,091
|
|
||
Accumulated depreciation and amortization
|
|
(153,399
|
)
|
|
(144,378
|
)
|
||
|
|
$
|
201,831
|
|
|
$
|
203,713
|
|
|
|
Fiscal Quarter Ended
|
|
Two Fiscal Quarters Ended
|
||||||||||||
|
|
June 28,
2016 |
|
June 30,
2015 |
|
June 28,
2016 |
|
June 30,
2015 |
||||||||
Provision (benefit) for income taxes
|
|
$
|
2,177
|
|
|
$
|
1,756
|
|
|
$
|
1,083
|
|
|
$
|
(39
|
)
|
Effective tax rate
|
|
(18.3
|
)%
|
|
36.5
|
%
|
|
(7.0
|
)%
|
|
14.3
|
%
|
|
Fiscal Quarter Ended
|
Two Fiscal Quarters Ended
|
||||||||||||
|
June 28,
2016 |
|
June 30,
2015 |
June 28,
2016 |
|
June 30,
2015 |
||||||||
Stock-based compensation expense
|
$
|
564
|
|
|
$
|
512
|
|
$
|
973
|
|
|
$
|
699
|
|
Capitalized stock-based compensation expense
|
$
|
63
|
|
|
$
|
59
|
|
$
|
124
|
|
|
$
|
99
|
|
|
Fiscal Quarter Ended
|
|
Two Fiscal Quarters Ended
|
||||||||||||
|
June 28,
2016 |
|
June 30,
2015 |
|
June 28,
2016 |
|
June 30,
2015 |
||||||||
Restaurant impairments
(1)
|
$
|
10,346
|
|
|
$
|
31
|
|
|
$
|
10,541
|
|
|
$
|
5,944
|
|
Closure costs
(1)
|
538
|
|
|
32
|
|
|
1,087
|
|
|
71
|
|
||||
Loss on disposal of assets and other
|
364
|
|
|
187
|
|
|
636
|
|
|
321
|
|
||||
|
$
|
11,248
|
|
|
$
|
250
|
|
|
$
|
12,264
|
|
|
$
|
6,336
|
|
(1)
|
Restaurant impairments and closure costs can include expenditures related to restaurants previously impaired or closed.
|
|
|
Fiscal Quarter Ended
|
|
Two Fiscal Quarters Ended
|
||||||||||||
|
|
June 28,
2016 |
|
June 30,
2015 |
|
June 28,
2016 |
|
June 30,
2015 |
||||||||
Net (loss) income
|
|
$
|
(14,087
|
)
|
|
$
|
3,062
|
|
|
$
|
(16,460
|
)
|
|
$
|
310
|
|
Shares:
|
|
|
|
|
|
|
|
|
||||||||
Basic weighted average shares outstanding
|
|
27,776,094
|
|
|
29,950,122
|
|
|
27,754,615
|
|
|
29,896,663
|
|
||||
Effect of dilutive securities
|
|
—
|
|
|
769,980
|
|
|
—
|
|
|
895,615
|
|
||||
Diluted weighted average shares outstanding
|
|
27,776,094
|
|
|
30,720,102
|
|
|
27,754,615
|
|
|
30,792,278
|
|
||||
(Loss) earnings per share:
|
|
|
|
|
|
|
|
|
||||||||
Basic (loss) earnings per share
|
|
$
|
(0.51
|
)
|
|
$
|
0.10
|
|
|
$
|
(0.59
|
)
|
|
$
|
0.01
|
|
Diluted (loss) earnings per share
|
|
$
|
(0.51
|
)
|
|
$
|
0.10
|
|
|
$
|
(0.59
|
)
|
|
$
|
0.01
|
|
|
|
June 28,
2016 |
|
June 30,
2015 |
||||
Interest paid (net of amounts capitalized)
|
|
$
|
860
|
|
|
$
|
571
|
|
Income taxes (refunded) paid
|
|
(42
|
)
|
|
376
|
|
||
Changes in purchases of property and equipment accrued in accounts payable, net
|
|
873
|
|
|
827
|
|
•
|
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;
|
•
|
food safety and foodborne illness concerns;
|
•
|
local competition;
|
•
|
trade area dynamics;
|
•
|
introduction of new and seasonal menu items and limited time offerings; and
|
•
|
opening new restaurants in the vicinity of existing locations.
|
|
|
Fiscal Quarter Ended
|
Two Fiscal Quarters Ended
|
|||||||||||||
|
|
June 28,
2016 |
|
June 30,
2015 |
|
June 28,
2016 |
|
June 30,
2015 |
||||||||
|
|
(in thousands, unaudited)
|
||||||||||||||
Net (loss) income
|
|
$
|
(14,087
|
)
|
|
$
|
3,062
|
|
|
$
|
(16,460
|
)
|
|
$
|
310
|
|
Depreciation and amortization
|
|
7,071
|
|
|
6,923
|
|
|
13,977
|
|
|
13,843
|
|
||||
Interest expense, net
|
|
598
|
|
|
198
|
|
|
1,226
|
|
|
427
|
|
||||
Provision (benefit) for income taxes
|
|
2,177
|
|
|
1,756
|
|
|
1,083
|
|
|
(39
|
)
|
||||
EBITDA
|
|
$
|
(4,241
|
)
|
|
$
|
11,939
|
|
|
$
|
(174
|
)
|
|
$
|
14,541
|
|
Restaurant impairments, closure costs and asset disposals
(1)
|
|
11,248
|
|
|
250
|
|
|
12,264
|
|
|
6,336
|
|
||||
Stock-based compensation expense
|
|
501
|
|
|
464
|
|
|
849
|
|
|
625
|
|
||||
Adjusted EBITDA
|
|
$
|
7,508
|
|
|
$
|
12,653
|
|
|
$
|
12,939
|
|
|
$
|
21,502
|
|
(1)
|
The first two quarters of 2016 include the impairment of twelve restaurants and the ongoing closure costs of 16 restaurants closed in the fourth quarter of 2015. The first two quarters of 2015 include the impairment of eight restaurants. See Note 7, Restaurant Impairments, Closure Costs and Asset Disposals.
|
|
|
Fiscal Quarter Ended
|
|
Two Fiscal Quarters Ended
|
||||||||
|
|
June 28,
2016 |
|
June 30,
2015 |
|
June 28,
2016 |
|
June 30,
2015 |
||||
Company-Owned Restaurant Activity
|
|
|
|
|
|
|
|
|
||||
Beginning of period
|
|
436
|
|
|
399
|
|
|
422
|
|
|
386
|
|
Openings
|
|
8
|
|
|
11
|
|
|
22
|
|
|
24
|
|
Acquisitions
(1)
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
Closures
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
Restaurants at end of period
|
|
443
|
|
|
411
|
|
|
443
|
|
|
411
|
|
Franchise Restaurant Activity
|
|
|
|
|
|
|
|
|
||||
Beginning of period
|
|
71
|
|
|
56
|
|
|
70
|
|
|
53
|
|
Openings
|
|
1
|
|
|
6
|
|
|
2
|
|
|
9
|
|
Divestitures
(1)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
Closures
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
Restaurants at end of period
|
|
71
|
|
|
61
|
|
|
71
|
|
|
61
|
|
Total restaurants
|
|
514
|
|
|
472
|
|
|
514
|
|
|
472
|
|
(1)
|
Represents franchise restaurants acquired/divested by the Company.
|
|
|
Fiscal Quarter Ended
|
|
Two Fiscal Quarters Ended
|
||||||||
|
|
June 28,
2016 |
|
June 30,
2015 |
|
June 28,
2016 |
|
June 30,
2015 |
||||
Revenue:
|
|
|
|
|
|
|
|
|
||||
Restaurant revenue
|
|
99.0
|
%
|
|
98.8
|
%
|
|
99.0
|
%
|
|
98.9
|
%
|
Franchising royalties and fees
|
|
1.0
|
%
|
|
1.2
|
%
|
|
1.0
|
%
|
|
1.1
|
%
|
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
|
|
26.8
|
%
|
|
26.2
|
%
|
|
26.8
|
%
|
|
26.4
|
%
|
Labor
|
|
32.7
|
%
|
|
30.9
|
%
|
|
32.9
|
%
|
|
31.2
|
%
|
Occupancy
|
|
11.4
|
%
|
|
11.0
|
%
|
|
11.6
|
%
|
|
11.3
|
%
|
Other restaurant operating costs
|
|
15.5
|
%
|
|
13.3
|
%
|
|
15.2
|
%
|
|
13.7
|
%
|
General and administrative
|
|
8.1
|
%
|
|
8.0
|
%
|
|
8.4
|
%
|
|
8.0
|
%
|
Depreciation and amortization
|
|
5.8
|
%
|
|
6.0
|
%
|
|
5.9
|
%
|
|
6.3
|
%
|
Pre-opening
|
|
0.7
|
%
|
|
1.0
|
%
|
|
0.8
|
%
|
|
0.9
|
%
|
Restaurant impairments, closure costs and asset disposals
|
|
9.3
|
%
|
|
0.2
|
%
|
|
5.2
|
%
|
|
2.9
|
%
|
Total costs and expenses
|
|
109.3
|
%
|
|
95.6
|
%
|
|
106.0
|
%
|
|
99.7
|
%
|
(Loss) income from operations
|
|
(9.3
|
)%
|
|
4.4
|
%
|
|
(6.0
|
)%
|
|
0.3
|
%
|
Interest expense, net
|
|
0.5
|
%
|
|
0.2
|
%
|
|
0.5
|
%
|
|
0.2
|
%
|
(Loss) income before income taxes
|
|
(9.8
|
)%
|
|
4.2
|
%
|
|
(6.5
|
)%
|
|
0.1
|
%
|
Provision for income taxes
|
|
1.8
|
%
|
|
1.5
|
%
|
|
0.5
|
%
|
|
—
|
%
|
Net (loss) income
|
|
(11.6
|
)%
|
|
2.7
|
%
|
|
(7.0
|
)%
|
|
0.1
|
%
|
(1)
|
As a percentage of restaurant revenue.
|
|
|
Fiscal Quarter Ended
|
|
Increase / (Decrease)
|
|||||||||||
|
|
June 28,
2016 |
|
June 30,
2015 |
|
$
|
|
%
|
|||||||
|
|
|
|
||||||||||||
|
|
(in thousands, except percentages)
|
|||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|||||||
Restaurant revenue
|
|
$
|
120,204
|
|
|
$
|
113,834
|
|
|
$
|
6,370
|
|
|
5.6
|
%
|
Franchising royalties and fees
|
|
1,203
|
|
|
1,399
|
|
|
(196
|
)
|
|
(14.0
|
)%
|
|||
Total revenue
|
|
121,407
|
|
|
115,233
|
|
|
6,174
|
|
|
5.4
|
%
|
|||
Costs and expenses:
|
|
|
|
|
|
|
|
|
|||||||
Restaurant operating costs (exclusive of depreciation and amortization shown separately below):
|
|
|
|
|
|
|
|
|
|||||||
Cost of sales
|
|
32,164
|
|
|
29,863
|
|
|
2,301
|
|
|
7.7
|
%
|
|||
Labor
|
|
39,316
|
|
|
35,149
|
|
|
4,167
|
|
|
11.9
|
%
|
|||
Occupancy
|
|
13,688
|
|
|
12,480
|
|
|
1,208
|
|
|
9.7
|
%
|
|||
Other restaurant operating costs
|
|
18,596
|
|
|
15,158
|
|
|
3,438
|
|
|
22.7
|
%
|
|||
General and administrative
|
|
9,840
|
|
|
9,232
|
|
|
608
|
|
|
6.6
|
%
|
|||
Depreciation and amortization
|
|
7,071
|
|
|
6,923
|
|
|
148
|
|
|
2.1
|
%
|
|||
Pre-opening
|
|
796
|
|
|
1,162
|
|
|
(366
|
)
|
|
(31.5
|
)%
|
|||
Restaurant impairments, asset disposals and closure costs
|
|
11,248
|
|
|
250
|
|
|
10,998
|
|
|
*
|
|
|||
Total costs and expenses
|
|
132,719
|
|
|
110,217
|
|
|
22,502
|
|
|
20.4
|
%
|
|||
(Loss) income from operations
|
|
(11,312
|
)
|
|
5,016
|
|
|
(16,328
|
)
|
|
*
|
|
|||
Interest expense, net
|
|
598
|
|
|
198
|
|
|
400
|
|
|
*
|
|
|||
(Loss) income before income taxes
|
|
(11,910
|
)
|
|
4,818
|
|
|
(16,728
|
)
|
|
*
|
|
|||
Provision for income taxes
|
|
2,177
|
|
|
1,756
|
|
|
421
|
|
|
24.0
|
%
|
|||
Net (loss) income
|
|
$
|
(14,087
|
)
|
|
$
|
3,062
|
|
|
$
|
(17,149
|
)
|
|
*
|
|
Company-owned:
|
|
|
|
|
|
|
|
|
|||||||
Average unit volumes
|
|
$
|
1,092
|
|
|
$
|
1,123
|
|
|
$
|
(31
|
)
|
|
(2.8
|
)%
|
Comparable restaurant sales
|
|
(0.9
|
)%
|
|
0.1
|
%
|
|
|
|
|
|
|
*
|
Not meaningful.
|
|
|
Two Fiscal Quarters Ended
|
|
Increase / (Decrease)
|
|||||||||||
|
|
June 28,
2016 |
|
June 30,
2015 |
|
$
|
|
%
|
|||||||
|
|
|
|
||||||||||||
|
|
(in thousands, except percentages)
|
|||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|||||||
Restaurant revenue
|
|
$
|
233,069
|
|
|
$
|
218,616
|
|
|
$
|
14,453
|
|
|
6.6
|
%
|
Franchising royalties and fees
|
|
2,324
|
|
|
2,378
|
|
|
(54
|
)
|
|
(2.3
|
)%
|
|||
Total revenue
|
|
235,393
|
|
|
220,994
|
|
|
14,399
|
|
|
6.5
|
%
|
|||
Costs and expenses:
|
|
|
|
|
|
|
|
|
|||||||
Restaurant operating costs (exclusive of depreciation and amortization shown separately below):
|
|
|
|
|
|
|
|
|
|||||||
Cost of sales
|
|
62,353
|
|
|
57,674
|
|
|
4,679
|
|
|
8.1
|
%
|
|||
Labor
|
|
76,750
|
|
|
68,178
|
|
|
8,572
|
|
|
12.6
|
%
|
|||
Occupancy
|
|
27,002
|
|
|
24,698
|
|
|
2,304
|
|
|
9.3
|
%
|
|||
Other restaurant operating costs
|
|
35,488
|
|
|
29,875
|
|
|
5,613
|
|
|
18.8
|
%
|
|||
General and administrative
|
|
19,877
|
|
|
17,650
|
|
|
2,227
|
|
|
12.6
|
%
|
|||
Depreciation and amortization
|
|
13,977
|
|
|
13,843
|
|
|
134
|
|
|
1.0
|
%
|
|||
Pre-opening
|
|
1,833
|
|
|
2,042
|
|
|
(209
|
)
|
|
(10.2
|
)%
|
|||
Restaurant impairments, asset disposals and closure costs
|
|
12,264
|
|
|
6,336
|
|
|
5,928
|
|
|
93.6
|
%
|
|||
Total costs and expenses
|
|
249,544
|
|
|
220,296
|
|
|
29,248
|
|
|
13.3
|
%
|
|||
(Loss) income from operations
|
|
(14,151
|
)
|
|
698
|
|
|
(14,849
|
)
|
|
*
|
|
|||
Interest expense, net
|
|
1,226
|
|
|
427
|
|
|
799
|
|
|
*
|
|
|||
(Loss) income before income taxes
|
|
(15,377
|
)
|
|
271
|
|
|
(15,648
|
)
|
|
*
|
|
|||
Provision (benefit) for income taxes
|
|
1,083
|
|
|
(39
|
)
|
|
1,122
|
|
|
*
|
|
|||
Net (loss) income
|
|
$
|
(16,460
|
)
|
|
$
|
310
|
|
|
$
|
(16,770
|
)
|
|
*
|
|
Company owned:
|
|
|
|
|
|
|
|
|
|||||||
Average unit volumes
|
|
$
|
1,092
|
|
|
$
|
1,123
|
|
|
$
|
(31
|
)
|
|
(2.8
|
)%
|
Comparable restaurant sales
|
|
(0.4
|
)%
|
|
0.4
|
%
|
|
|
|
|
*
|
Not meaningful.
|
|
|
Two Fiscal Quarters Ended
|
||||||
|
|
June 28,
2016 |
|
June 30,
2015 |
||||
Net cash provided by operating activities
|
|
$
|
12,281
|
|
|
$
|
22,656
|
|
Net cash used in investing activities
|
|
(24,016
|
)
|
|
(22,489
|
)
|
||
Net cash provided by (used in) financing activities
|
|
11,589
|
|
|
(60
|
)
|
||
Effect of exchange rate changes on cash
|
|
127
|
|
|
(12
|
)
|
||
Net (decrease) increase in cash and cash equivalents
|
|
$
|
(19
|
)
|
|
$
|
95
|
|
Exhibit Number
|
|
Description of Exhibit
|
|
10.1
|
|
|
Noodles & Company Compensation Plan for Non-Employee Directors Amended and Restated May 4, 2016
|
10.2
|
|
|
Amendment No. 3 to Amended and Restated Credit Agreement, dated as of August 2, 2016, by and among Noodles & Company, each of the Guarantors signatory thereto, Bank of America, N.A., as administrative agent and the lenders signatory thereto
|
31.1
|
|
|
Certification of Principal Executive Officer and 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
Interim Chief Executive Officer and Chief Financial Officer
|
Date
|
August 5, 2016
|
Pricing Level
|
Consolidated Total Lease Adjusted Leverage Ratio
|
Eurodollar Rate Loans and Letter of Credit Fees
|
Base Rate Loans and Canadian Prime Rate Loans
|
Commitment Fee
|
1
|
<3.25:1.00
|
1.50%
|
0.50%
|
0.15%
|
2
|
>
3.25:1.00 but <3.75:1.00
|
1.75%
|
0.75%
|
0.20%
|
3
|
>
3.75:1.00 but <4.25:1.00
|
2.00%
|
1.00%
|
0.25%
|
4
|
>
4.25:1.00 but <4.75:1.00
|
2.25%
|
1.25%
|
0.30%
|
5
|
>
4.75:1.00
|
2.50%
|
1.50%
|
0.35%
|
|
(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)
|
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;
|
|
(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
|
|
(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; and
|
|
(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
|
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Dave Boennighausen
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Interim Chief Executive Officer and Chief Financial Officer
(Principal Executive Officer and Principal Financial 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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Interim Chief Executive Officer and and Chief Financial Officer
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