ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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90-0712224
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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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14800 Landmark Boulevard, Suite 500
Addison, TX
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75254
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(Address of principal executive office)
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(Zip Code)
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Title of each class:
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Name on each exchange on which registered:
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Common Stock, par value $.01 per share
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The NASDAQ Global Select Market
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Large accelerated filer
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ý
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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Smaller reporting company
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¨
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(Do not check if smaller reporting company)
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Page
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•
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such financial information does not reflect our capital expenditures, future requirements for capital expenditures or contractual commitments to purchase capital equipment;
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such financial information does not reflect interest expense or the cash requirements necessary to service our debt;
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although depreciation and amortization are non-cash charges, the assets that we currently depreciate and amortize will likely have to be replaced in the future, and such financial information does not reflect the cash required to fund such replacements; and
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such financial information does not reflect the effect of earnings or charges resulting from matters that our management does not consider to be indicative of our ongoing operations. However, some of these charges (such as impairment and other lease charges, other income and expense and stock-based compensation expense) have recurred and may recur.
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•
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Increases in food and other commodity costs;
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Risks associated with the expansion of our business;
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Our ability to manage our growth and successfully implement our business strategy;
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General economic conditions, particularly in the retail sector;
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•
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Competitive conditions;
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•
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Weather conditions;
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•
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Fuel prices;
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•
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Significant disruptions in service or supply by any of our suppliers or distributors;
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•
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Changes in consumer perception of dietary health and food safety;
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Labor and employment benefit costs;
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Regulatory factors;
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The outcome of pending or future legal claims or proceedings;
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Environmental conditions and regulations;
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•
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Our borrowing costs;
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•
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The availability and terms of necessary or desirable financing or refinancing and other related risks and uncertainties;
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The risk of an act of terrorism, insurrection or armed conflict involving the United States or any other national or international calamity;
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Factors that affect the restaurant industry generally, including product recalls, liability if our products cause injury, ingredient disclosure and labeling laws and regulations, reports of cases of food borne illnesses such as “mad cow” disease and "avian" flu, and the possibility that consumers could lose confidence in the safety and quality of certain food products, as well as negative publicity regarding food quality, illness, injury or other health concerns; and
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•
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Other factors discussed under Item 1A—“Risk Factors” and elsewhere herein.
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•
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A variety of made-from-scratch signature dishes with differentiated Caribbean and Mexican flavor profiles designed to appeal to consumers’ desire for freshly-prepared food and healthful menu options;
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•
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Balanced sales by day-part with the dinner day-part representing the largest sales day-part, providing a higher average check than our other day-parts;
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Broad appeal that attracts consumers that desire differentiated and ethnic flavor profiles and customized and varied product offerings at competitive prices in an appealing atmosphere;
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Healthful dining options which include grilled entrée choices and freshly-made menu items;
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•
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Operating primarily company-owned restaurants which gives us the ability to control the consistency and quality of the guest experience and the strategic growth of our restaurant operations;
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•
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Significant brand recognition due to high market penetration of company-owned restaurants in our core markets, which provides operating, marketing and distribution efficiencies, convenience for our guests and the ability to effectively manage and enhance brand awareness;
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Established infrastructure to manage operations and develop and introduce new menu offerings, positioning us to build guest frequency and broaden our customer base;
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Ability to capitalize on the continuing trend towards the fast-casual segment, home meal replacement and the increasing popularity and acceptance of Latin food; and
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A strong and well defined corporate culture at all levels based on a commitment to provide high quality food and service at competitive prices.
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•
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Focus on consistency of operations and food quality
: We believe the quality, consistency and accuracy of our operations result in an enjoyable guest experience, which drives guest frequency. We will continue to refine our menu offerings, supply chain and food preparation processes to ensure high quality, freshness and consistency of our food which we believe are critical components to the continued success of our brands.
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•
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New product innovation
: Across both brands, our menus are centered on fresh, high quality food offerings that we believe have both broad appeal and provide everyday value. Pollo Tropical and Taco Cabana each have separate teams of product research and development professionals that enables us to continually refine our menu offerings and develop new products. Maintaining a strong product pipeline is critical to keeping our offerings compelling, and we intend to introduce innovative new items and enhancements to existing menu favorites throughout the year to drive further guest traffic and maximize guest frequency. Also, the addition of portable menu items, such as wraps, sandwiches, bowls and salads, as well as home meal replacement/family meals will continue to be a key focus for both brands as we look to capture more meal occasions for people on the go.
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•
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Focus on effective advertising to highlight our everyday value proposition
: We plan to continue to refine our advertising and media strategy to continue to reinforce the key attributes of our brands which include high quality, freshly-prepared food, an enhanced guest experience and everyday value. We have experienced success emphasizing the attractive price points of our menu items and believe the reconfiguration of our indoor/outdoor menu boards will continue to drive average check and product mix. Additionally, we revamped our Pollo Tropical and Taco Cabana websites as part of our initiative to elevate our brand positioning across all guest touch points and
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Continue our brand elevation and reimage program
: We believe that our elevated brand position continues to resonate with guests by enhancing the quality of the guest experience at our restaurants by aligning our image and service with our high quality food offerings. We continue to implement restaurant enhancement initiatives to elevate the dining experience at our Pollo Tropical and Taco Cabana restaurants in select markets. We believe these enhancements improve our brands’ positioning in the fast-casual segment while appealing to a broader demographic. Our restaurant enhancements create an updated, contemporary look that we believe is more relevant to today’s consumers and include changes to both the interior and exterior of our restaurants with the addition of new tables and chairs, upgraded salsa bars and the addition of photos and murals to create a more inviting feel and highlight our fresh ingredients. Our new Pollo Tropical and Taco Cabana enhanced store models also feature modified table service, Wi-Fi and new menu items, as well as hand-held menus and real plates and silverware in certain locations. We believe our elevated Pollo Tropical and Taco Cabana restaurants continue to differentiate us from our competitors. Additionally, we plan to continue our restaurant reimaging efforts as we refresh and upgrade our entire system. As of
December 28, 2014
, over 85% of planned Taco Cabana renovations have been completed, with the remaining renovations to be completed in the first half of 2015. We also plan to reimage select Pollo Tropical restaurants beginning with the Orlando, Florida market in 2015, which we believe will further differentiate our Pollo Tropical brand with a more Caribbean-inspired look.
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Year ended
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December 28, 2014
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December 29, 2013
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December 30, 2012
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Pollo Tropical:
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Average annual sales per company-owned restaurant (in thousands) (1)
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$
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2,720
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$
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2,666
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$
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2,538
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Average sales transaction
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$
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10.26
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$
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10.03
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$
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9.68
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Drive-through sales as a percentage of total sales
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45.3
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%
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44.7
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%
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45.0
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%
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Day-part sales percentages:
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Lunch
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46.5
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%
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46.6
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%
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46.6
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%
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Dinner and late night
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53.5
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%
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53.4
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%
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53.4
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%
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Taco Cabana:
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Average annual sales per company-owned restaurant (in thousands) (1)
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$
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1,831
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$
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1,783
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$
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1,768
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Average sales transaction
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$
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8.75
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$
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8.50
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$
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8.36
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Drive-through sales as a percentage of total sales
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53.9
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%
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52.8
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%
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52.6
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%
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Day-part sales percentages:
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Breakfast
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19.8
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%
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18.8
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%
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18.1
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%
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Lunch
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22.5
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%
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22.6
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%
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22.7
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%
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Dinner
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25.8
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%
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26.1
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%
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26.3
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%
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Late night (9pm to midnight)
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12.4
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%
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12.6
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%
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12.8
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%
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Afternoon (2pm to 5pm)
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12.5
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%
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12.4
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%
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12.2
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%
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Overnight (midnight to 6am)
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7.0
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%
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7.5
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%
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7.9
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%
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Pollo Tropical
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Taco Cabana
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Interior costs and signage
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$650,000 to $750,000
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$475,000 to $525,000
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Exterior costs
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$0.8 million to $1.3 million
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$1.1 million to $1.2 million
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Land
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$0.9 million to $1.4 million
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$1.0 million to $1.3 million
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•
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monitor labor utilization and sales trends on a real-time basis at each restaurant, enabling the restaurant manager to effectively manage our established labor standards on a timely basis;
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reduce inventory shrinkage using restaurant-level inventory management and centralized standard costing systems;
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analyze sales and product mix data to help restaurant managers forecast production levels;
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monitor day-part drive-thru speed of service at each of the restaurants;
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systematically communicate human resource and payroll data for efficient centralized management of labor costs and payroll processing;
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employ centralized control over price, menu and inventory management activities at the restaurant utilizing the remote management capabilities of our systems;
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take advantage of electronic commerce including the ability to place orders with suppliers and to integrate detailed invoice, receiving and product data with our inventory and accounting systems; and
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provide analyses, reporting and tools to enable all levels of management to review a wide-range of financial, product mix and operational data.
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minimum wage and other compensation requirements;
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health care;
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insurance and workers' compensation rules;
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•
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anti-discrimination laws;
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requirements to provide meal and rest periods or other benefits;
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family leave requirements;
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•
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unemployment compensation;
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requirements regarding working conditions and accommodation for certain employees; and
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•
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citizenship requirements.
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product quality and taste;
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brand differentiation and recognition;
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•
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convenience of location;
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speed of service;
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menu variety;
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price; and
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ambiance
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ITEM 1A.
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RISK FACTORS
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•
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changes in local, regional or national economic conditions;
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•
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changes in demographic trends;
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changes in consumer tastes;
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changes in traffic patterns;
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increases in fuel prices and utility costs;
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consumer concerns about health, diet and nutrition;
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increases in the number of, and particular locations of, competing restaurants;
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changes in discretionary consumer spending;
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inflation;
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increases in the cost of commodities, such as beef, chicken and produce as well as the cost of paper goods and packaging;
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increased labor costs, including unemployment insurance, minimum wage requirements, and increases in the cost of providing healthcare, including the impact of the Affordable Care Act;
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costs related to remaining competitive and current with regard to new technologies in our restaurants such as on-line ordering and credit card security;
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•
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the availability of experienced management and hourly-paid employees; and
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•
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regional weather conditions.
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•
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the inability to fund development;
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•
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development costs that exceed budgeted amounts;
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•
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delays in completion of construction;
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•
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the inability to obtain all necessary zoning and construction permits;
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•
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the inability to identify, or the unavailability of, suitable sites on acceptable leasing or purchase terms;
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•
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developed restaurants that do not achieve desired revenue or cash flow levels or other operating and performance targets once opened;
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•
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incurring substantial unrecoverable costs in the event a development project is abandoned prior to completion or a new restaurant is closed due to poor financial performance;
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•
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the inability to recruit and retain managers and other employees necessary to staff each new restaurant;
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•
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changes in or interpretations of governmental rules and regulations; and
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•
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changes in general economic and business conditions.
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•
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health care;
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•
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requirements relating to labeling of caloric and other nutritional information on menu boards, advertising and food packaging;
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•
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the preparation and sale of food;
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•
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liquor licenses which allow us to serve alcoholic beverages at our Taco Cabana restaurants and at certain Pollo Tropical restaurants;
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•
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employer/employee relationships, including minimum wage requirements, overtime, working and safety conditions, and citizenship requirements;
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•
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zoning;
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•
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federal and state laws that prohibit discrimination and laws regulating design and operation of, and access to, facilities, such as the Americans With Disabilities Act of 1990; and
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•
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federal and state regulations governing the operations of franchises, including rules promulgated by the Federal Trade Commission.
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•
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make it more difficult for us to satisfy our obligations with respect to our debt;
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•
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increase our vulnerability to general adverse economic and industry conditions;
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•
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require us to dedicate a portion of our cash flow from operations to payments on our indebtedness and related interest, including indebtedness we may incur in the future, thereby reducing the availability of our cash flow to fund working capital, capital expenditures and other general corporate purposes;
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•
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limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
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•
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increase our cost of borrowing;
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•
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place us at a competitive disadvantage compared to our competitors that may have less debt; and
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•
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limit our ability to obtain additional financing for working capital, capital expenditures, acquisitions, debt service requirements or general corporate purposes.
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•
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incur additional debt;
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•
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pay dividends and make other distributions on, redeem or repurchase, capital stock;
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•
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make investments or other restricted payments;
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•
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enter into transactions with affiliates;
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•
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sell all, or substantially all, of our assets;
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•
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create liens on assets to secure debt; or
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•
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effect a consolidation or merger.
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•
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price and volume fluctuations in the overall stock market from time to time;
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•
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significant volatility in the market price and trading volume of companies generally or restaurant companies;
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•
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actual or anticipated variations in the earnings or operating results of our company or our competitors;
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•
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actual or anticipated changes in financial estimates by us or by any securities analysts who might cover our stock or the stock of other companies in our industry;
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•
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market conditions or trends in our industry and the economy as a whole;
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•
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announcements by us or our competitors of significant acquisitions, strategic partnerships or divestitures and our ability to complete any such transaction;
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•
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announcements of investigations or regulatory scrutiny of our operations or lawsuits filed against us;
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•
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capital commitments;
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•
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changes in accounting principles;
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•
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additions or departures of key personnel; and
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•
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sales of our common stock, including sales of large blocks of our common stock or sales by our directors and officers.
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•
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require that special meetings of our stockholders be called only by our board of directors or certain of our officers, thus prohibiting our stockholders from calling special meetings;
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•
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deny holders of our common stock cumulative voting rights in the election of directors, meaning that stockholders owning a majority of our outstanding common stock will be able to elect all of our directors;
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•
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authorize the issuance of "blank check" preferred stock that our board could issue to dilute the voting and economic rights of our common stock and to discourage a takeover attempt;
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•
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provide the approval of our board or directors or a supermajority of stockholders is necessary to make, alter or repeal our amended and restated bylaws and that approval of a supermajority of stockholders is necessary to amend, alter or change certain provisions of our restated certificate of incorporation;
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•
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establish advance notice requirements for stockholder nominations for election to our board or for proposing matters that can be acted upon by stockholders at stockholder meetings;
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•
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divided our board into three classes of directors, with each class serving a staggered 3-year term, which generally increases the difficulty of replacing a majority of the directors;
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•
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provide that directors only may be removed for cause by a majority of the board and/or by a supermajority of our stockholders; and
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•
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require that any action required or permitted to be taken by our stockholders must be effected at a duly called annual or special meeting of stockholders and may not be effected by any consent in writing.
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Owned
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Leased (1)
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Total (2)
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Restaurants:
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Pollo Tropical
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6
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118
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124
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Taco Cabana
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9
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158
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167
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Total operating restaurants
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15
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276
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291
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(1)
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Includes twelve restaurants located in in-line or storefront locations.
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(2)
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Excludes restaurants operated by our Pollo Tropical and Taco Cabana franchisees. In addition, as of
December 28, 2014
, we had eleven restaurants under development and six properties leased to third parties.
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ITEM 5.
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MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
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Common Stock Price
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|||||
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High
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Low
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||||
Year Ended December 28, 2014
|
|
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||||
First Quarter
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$
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52.62
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$
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40.55
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Second Quarter
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$
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46.31
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$
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36.31
|
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Third Quarter
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$
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51.49
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$
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42.16
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Fourth Quarter
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$
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62.85
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$
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48.95
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Year Ended December 29, 2013
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First Quarter
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$
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26.92
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$
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15.32
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Second Quarter
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$
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37.69
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$
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23.59
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Third Quarter
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$
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37.56
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$
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30.87
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Fourth Quarter
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$
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51.62
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$
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36.71
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Total Cumulative Shareholder Returns
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|||||||||||||||||||||
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05/08/2012
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06/30/2012
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12/31/2012
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06/30/2013
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12/31/2013
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06/30/2014
|
12/31/2014
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||||||||||||||
Fiesta Restaurant Group, Inc .
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$
|
100.00
|
|
$
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115.04
|
|
$
|
133.22
|
|
$
|
298.75
|
|
$
|
454.26
|
|
$
|
403.57
|
|
$
|
528.70
|
|
NASDAQ Composite
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$
|
100.00
|
|
$
|
98.12
|
|
$
|
99.25
|
|
$
|
114.40
|
|
$
|
141.95
|
|
$
|
150.28
|
|
$
|
161.52
|
|
S&P Small Cap 600 Restaurants
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$
|
100.00
|
|
$
|
104.27
|
|
$
|
107.07
|
|
$
|
140.43
|
|
$
|
172.57
|
|
$
|
175.60
|
|
$
|
218.74
|
|
(Dollars in thousands, except share and per share data)
|
Year ended
|
||||||||||||||||||
December 28, 2014
|
|
December 29, 2013
|
|
December 30, 2012
|
|
January 1, 2012
|
|
January 2, 2011
|
|||||||||||
Statement of operations data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Restaurant sales
|
$
|
608,540
|
|
|
$
|
548,980
|
|
|
$
|
507,351
|
|
|
$
|
473,249
|
|
|
$
|
437,538
|
|
Franchise royalty revenues and fees
|
2,603
|
|
|
2,357
|
|
|
2,375
|
|
|
1,719
|
|
|
1,533
|
|
|||||
Total revenues
|
611,143
|
|
|
551,337
|
|
|
509,726
|
|
|
474,968
|
|
|
439,071
|
|
|||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cost of sales
|
192,250
|
|
|
176,123
|
|
|
163,514
|
|
|
152,711
|
|
|
135,236
|
|
|||||
Restaurant wages and related expenses (including stock-based compensation expense of $71, $2, $11, $18 and $28, respectively)
|
155,140
|
|
|
143,392
|
|
|
136,265
|
|
|
129,083
|
|
|
122,519
|
|
|||||
Restaurant rent expense
|
29,645
|
|
|
26,849
|
|
|
21,595
|
|
|
16,841
|
|
|
16,620
|
|
|||||
Other restaurant operating expenses
|
78,921
|
|
|
69,021
|
|
|
63,813
|
|
|
61,398
|
|
|
59,680
|
|
|||||
Advertising expense
|
19,493
|
|
|
17,138
|
|
|
16,791
|
|
|
16,082
|
|
|
15,214
|
|
|||||
General and administrative (including stock-based compensation expense of $3,426, $2,296, $2,025, $1,690 and $974, respectively)
|
49,414
|
|
|
48,521
|
|
|
43,870
|
|
|
37,459
|
|
|
32,865
|
|
|||||
Depreciation and amortization
|
23,047
|
|
|
20,375
|
|
|
18,278
|
|
|
19,537
|
|
|
19,075
|
|
|||||
Pre-opening costs
|
4,061
|
|
|
2,767
|
|
|
1,673
|
|
|
750
|
|
|
543
|
|
|||||
Impairment and other lease charges
|
363
|
|
|
199
|
|
|
7,039
|
|
|
2,744
|
|
|
6,614
|
|
|||||
Other (income) expense (1)
|
(558
|
)
|
|
(554
|
)
|
|
(92
|
)
|
|
146
|
|
|
—
|
|
|||||
Total operating expenses
|
551,776
|
|
|
503,831
|
|
|
472,746
|
|
|
436,751
|
|
|
408,366
|
|
|||||
Income from operations
|
59,367
|
|
|
47,506
|
|
|
36,980
|
|
|
38,217
|
|
|
30,705
|
|
|||||
Interest expense
|
2,228
|
|
|
18,043
|
|
|
24,424
|
|
|
24,041
|
|
|
19,898
|
|
|||||
Loss on extinguishment of debt (2)
|
—
|
|
|
16,411
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Income before income taxes
|
57,139
|
|
|
13,052
|
|
|
12,556
|
|
|
14,176
|
|
|
10,807
|
|
|||||
Provision for income taxes
|
20,963
|
|
|
3,795
|
|
|
4,289
|
|
|
4,635
|
|
|
3,764
|
|
|||||
Net income
|
$
|
36,176
|
|
|
$
|
9,257
|
|
|
$
|
8,267
|
|
|
$
|
9,541
|
|
|
$
|
7,043
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Per share data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic net income per share (3)
|
$
|
1.35
|
|
|
$
|
0.39
|
|
|
$
|
0.35
|
|
|
$
|
0.41
|
|
|
$
|
0.30
|
|
Diluted net income per share (3)
|
$
|
1.35
|
|
|
$
|
0.39
|
|
|
$
|
0.35
|
|
|
$
|
0.41
|
|
|
$
|
0.30
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic weighted average shares outstanding (3)
|
26,293,714
|
|
|
23,271,431
|
|
|
22,890,018
|
|
|
23,161,822
|
|
|
23,161,822
|
|
|||||
Diluted weighted average shares outstanding (3)
|
26,296,049
|
|
|
23,271,431
|
|
|
22,890,018
|
|
|
23,161,822
|
|
|
23,161,822
|
|
|||||
Other financial data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided from operating activities
|
$
|
64,106
|
|
|
$
|
36,176
|
|
|
$
|
37,975
|
|
|
$
|
43,167
|
|
|
$
|
32,529
|
|
Net cash used for investing activities
|
(66,658
|
)
|
|
(34,067
|
)
|
|
(32,718
|
)
|
|
(15,082
|
)
|
|
(21,380
|
)
|
|||||
Net cash used for financing activities
|
(3,339
|
)
|
|
(6,664
|
)
|
|
(3,394
|
)
|
|
(16,998
|
)
|
|
(12,420
|
)
|
|||||
Total capital expenditures
|
(74,079
|
)
|
|
(47,025
|
)
|
|
(40,996
|
)
|
|
(22,865
|
)
|
|
(23,398
|
)
|
|
Year ended
|
||||||||||||||||||
(Dollars in thousands)
|
December 28, 2014
|
|
December 29, 2013
|
|
December 30, 2012
|
|
January 1, 2012
|
|
January 2, 2011
|
||||||||||
Balance sheet data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total assets (4)
|
$
|
357,956
|
|
|
$
|
318,785
|
|
|
$
|
303,729
|
|
|
$
|
370,166
|
|
|
$
|
357,886
|
|
Working capital
|
(11,318
|
)
|
|
(5,162
|
)
|
|
(10,321
|
)
|
|
(9,064
|
)
|
|
(8,453
|
)
|
|||||
Long-term debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Due to former parent company
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,511
|
|
|
$
|
138,756
|
|
8.875% Senior Secured Second Lien Notes (2)
|
—
|
|
|
—
|
|
|
200,000
|
|
|
200,000
|
|
|
—
|
|
|||||
Revolving credit facility
|
66,000
|
|
|
71,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Lease financing obligations (4)
|
1,660
|
|
|
1,657
|
|
|
3,029
|
|
|
123,019
|
|
|
122,975
|
|
|||||
Capital leases
|
1,325
|
|
|
1,385
|
|
|
949
|
|
|
1,008
|
|
|
1,064
|
|
|||||
Total long-term debt
|
$
|
68,985
|
|
|
$
|
74,042
|
|
|
$
|
203,978
|
|
|
$
|
325,538
|
|
|
$
|
262,795
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Stockholders' equity (deficit)
|
$
|
199,587
|
|
|
$
|
158,306
|
|
|
$
|
10,504
|
|
|
$
|
(4,672
|
)
|
|
$
|
57,911
|
|
Operating statistics:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Consolidated:
|
|
|
|
|
|
|
|
|
|
||||||||||
Restaurant-Level Adjusted EBITDA (5)
|
$
|
129,101
|
|
|
$
|
113,692
|
|
|
$
|
103,711
|
|
|
$
|
96,402
|
|
|
$
|
87,754
|
|
Restaurant-Level Adjusted EBITDA margin (5)
|
21.2
|
%
|
|
20.7
|
%
|
|
20.4
|
%
|
|
20.4
|
%
|
|
20.1
|
%
|
|||||
Adjusted EBITDA (5)
|
85,716
|
|
|
69,824
|
|
|
64,241
|
|
|
62,352
|
|
|
57,396
|
|
|||||
Adjusted EBITDA margin (5)
|
14.0
|
%
|
|
12.7
|
%
|
|
12.6
|
%
|
|
13.1
|
%
|
|
13.1
|
%
|
|||||
Total company-owned restaurants (at end of period)
|
291
|
|
|
267
|
|
|
251
|
|
|
249
|
|
|
246
|
|
|||||
Pollo Tropical:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Company-owned restaurants (at end of period)
|
124
|
|
|
102
|
|
|
91
|
|
|
91
|
|
|
91
|
|
|||||
Average number of company-owned restaurants
|
112.3
|
|
|
96.7
|
|
|
89.6
|
|
|
91
|
|
|
90.5
|
|
|||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Restaurant sales
|
$
|
305,404
|
|
|
$
|
257,837
|
|
|
$
|
227,428
|
|
|
$
|
208,115
|
|
|
$
|
186,045
|
|
Franchise royalty revenues and fees
|
2,072
|
|
|
1,865
|
|
|
1,915
|
|
|
1,410
|
|
|
1,248
|
|
|||||
Total revenues
|
307,476
|
|
|
259,702
|
|
|
229,343
|
|
|
209,525
|
|
|
187,293
|
|
|||||
Average annual sales per company-owned restaurant (6)
|
2,720
|
|
|
2,666
|
|
|
2,538
|
|
|
2,287
|
|
|
2,056
|
|
|||||
Restaurant-Level Adjusted EBITDA (5)
|
75,575
|
|
|
65,738
|
|
|
57,094
|
|
|
51,748
|
|
|
44,826
|
|
|||||
Restaurant-Level Adjusted EBITDA margin (5)
|
24.7
|
%
|
|
25.5
|
%
|
|
25.1
|
%
|
|
24.9
|
%
|
|
24.1
|
%
|
|||||
Adjusted EBITDA (5)
|
52,721
|
|
|
43,738
|
|
|
38,592
|
|
|
35,567
|
|
|
30,062
|
|
|||||
Adjusted EBITDA margin (5)
|
17.1
|
%
|
|
16.8
|
%
|
|
16.8
|
%
|
|
17.0
|
%
|
|
16.1
|
%
|
|||||
Change in comparable company-owned restaurant sales (7)
|
6.6
|
%
|
|
5.9
|
%
|
|
8.1
|
%
|
|
9.9
|
%
|
|
7.4
|
%
|
|||||
Taco Cabana:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Company-owned restaurants (at end of period)
|
167
|
|
|
165
|
|
|
160
|
|
|
158
|
|
|
155
|
|
|||||
Average number of company-owned restaurants
|
165.6
|
|
|
163.3
|
|
|
158.3
|
|
|
156.9
|
|
|
155.6
|
|
|||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Restaurant sales
|
$
|
303,136
|
|
|
$
|
291,143
|
|
|
$
|
279,923
|
|
|
$
|
265,134
|
|
|
$
|
251,493
|
|
Franchise royalty revenues and fees
|
531
|
|
|
492
|
|
|
460
|
|
|
309
|
|
|
285
|
|
|||||
Total revenues
|
303,667
|
|
|
291,635
|
|
|
280,383
|
|
|
265,443
|
|
|
251,778
|
|
|||||
Average annual sales per company-owned restaurant (6)
|
1,831
|
|
|
1,783
|
|
|
1,768
|
|
|
1,690
|
|
|
1,616
|
|
|||||
Restaurant-Level Adjusted EBITDA (5)
|
53,526
|
|
|
47,954
|
|
|
46,617
|
|
|
44,654
|
|
|
42,928
|
|
|||||
Restaurant-Level Adjusted EBITDA margin (5)
|
17.7
|
%
|
|
16.5
|
%
|
|
16.7
|
%
|
|
16.8
|
%
|
|
17.1
|
%
|
|||||
Adjusted EBITDA (5)
|
32,995
|
|
|
26,086
|
|
|
25,649
|
|
|
26,785
|
|
|
27,334
|
|
|||||
Adjusted EBITDA margin (5)
|
10.9
|
%
|
|
8.9
|
%
|
|
9.1
|
%
|
|
10.1
|
%
|
|
10.9
|
%
|
|||||
Change in comparable company-owned restaurant sales (7)
|
3.3
|
%
|
|
0.5
|
%
|
|
4.7
|
%
|
|
3.7
|
%
|
|
0.3
|
%
|
(1)
|
Other income for the year ended December 28, 2014 consisted primarily of a gain of $0.6 million from a condemnation award resulting from an eminent domain proceeding related to a location that closed in 2014. Other income for the year ended December 29, 2013 resulted primarily from a gain of $0.5 million from the sale of a non-operating Pollo Tropical restaurant property. Other income for the year ended December 30, 2012 also resulted from a gain of $0.1 million from the sale of a non-operating Pollo Tropical restaurant property. Other expense in the year ended January 1, 2012 resulted from a loss of $0.1 million from the sale of a Taco Cabana restaurant property in a sale-leaseback transaction.
|
(2)
|
In the year ended December 29, 2013, we completed a tender offer and consent solicitation for all of our outstanding $200.0 million 8.875% Senior Secured Second Lien Notes due 2016 and called for redemption and redeemed all of our Notes that were not validly tendered and accepted for payment in the tender offer. We recognized a loss on extinguishment of debt of $16.4 million in the fourth quarter of 2013 related to the repurchase and redemption of the Notes. The loss on extinguishment of debt includes the write-off of $3.9 million in deferred financing costs related to the Notes and $12.5 million of debt redemption premiums, consent payments, additional interest and other fees related to the redemption of the Notes.
|
(3)
|
Basic and diluted weighted average common shares outstanding reflect a 23,161.822 for one split of our outstanding common stock, which occurred on April 19, 2012.
|
(4)
|
Prior to the Spin-off, certain sale-leaseback transactions were classified as lease financing transactions because Carrols guaranteed the related lease payments. Effective upon the Spin-off, the provisions that previously precluded sale-leaseback accounting were cured or eliminated. As a result, the real property leases entered into in connection with these transactions are now recorded as operating leases. Because of this change in accounting treatment, we recorded a decrease in lease financing obligations of $114.2 million, a decrease in assets under lease financing obligations of $80.4 million, and a decrease of $1.6 million in deferred financing fees in 2012.
|
(5)
|
Adjusted EBITDA is defined as earnings before interest, loss on extinguishment of debt, income taxes, depreciation and amortization, impairment and other lease charges, stock-based compensation expense and other income and expense. Adjusted EBITDA for each of our Pollo Tropical and Taco Cabana segments includes an allocation of general and administrative expenses associated with administrative support for executive management, information systems and certain accounting, legal, supply chain, development and other administrative functions. Adjusted EBITDA margin is derived by dividing Adjusted EBITDA by total revenues.
|
|
Year ended
|
||||||||||||||||||
(Dollars in thousands)
|
December 28, 2014
|
|
December 29, 2013
|
|
December 30, 2012
|
|
January 1, 2012
|
|
January 2, 2011
|
||||||||||
Restaurant-Level Adjusted EBITDA:
|
|
|
|
|
|
|
|
|
|
||||||||||
Pollo Tropical
|
$
|
75,575
|
|
|
$
|
65,738
|
|
|
$
|
57,094
|
|
|
$
|
51,748
|
|
|
$
|
44,826
|
|
Taco Cabana
|
53,526
|
|
|
47,954
|
|
|
46,617
|
|
|
44,654
|
|
|
42,928
|
|
|||||
Consolidated
|
129,101
|
|
|
113,692
|
|
|
103,711
|
|
|
96,402
|
|
|
87,754
|
|
|||||
Add:
|
|
|
|
|
|
|
|
|
|
||||||||||
Franchise royalty revenue and fees
|
2,603
|
|
|
2,357
|
|
|
2,375
|
|
|
1,719
|
|
|
1,533
|
|
|||||
Less:
|
|
|
|
|
|
|
|
|
|
||||||||||
General and administrative (excluding stock-based compensation expense of $3,426, $2,296, $2,025, $1,690 and $974 respectively)
|
45,988
|
|
|
46,225
|
|
|
41,845
|
|
|
35,769
|
|
|
31,891
|
|
|||||
Adjusted EBITDA:
|
|
|
|
|
|
|
|
|
|
||||||||||
Pollo Tropical
|
$
|
52,721
|
|
|
$
|
43,738
|
|
|
$
|
38,592
|
|
|
$
|
35,567
|
|
|
$
|
30,062
|
|
Taco Cabana
|
32,995
|
|
|
26,086
|
|
|
25,649
|
|
|
26,785
|
|
|
27,334
|
|
|||||
Consolidated
|
85,716
|
|
|
69,824
|
|
|
64,241
|
|
|
62,352
|
|
|
57,396
|
|
|||||
Less:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Depreciation and amortization
|
23,047
|
|
|
20,375
|
|
|
18,278
|
|
|
19,537
|
|
|
19,075
|
|
|||||
Impairment and other lease charges
|
363
|
|
|
199
|
|
|
7,039
|
|
|
2,744
|
|
|
6,614
|
|
|||||
Interest expense
|
2,228
|
|
|
18,043
|
|
|
24,424
|
|
|
24,041
|
|
|
19,898
|
|
|||||
Loss on extinguishment of debt
|
—
|
|
|
16,411
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Provision for income taxes
|
20,963
|
|
|
3,795
|
|
|
4,289
|
|
|
4,635
|
|
|
3,764
|
|
|||||
Stock-based compensation expense
|
3,497
|
|
|
2,298
|
|
|
2,036
|
|
|
1,708
|
|
|
1,002
|
|
|||||
Other (income) expense
|
(558
|
)
|
|
(554
|
)
|
|
(92
|
)
|
|
146
|
|
|
—
|
|
|||||
Net income
|
$
|
36,176
|
|
|
$
|
9,257
|
|
|
$
|
8,267
|
|
|
$
|
9,541
|
|
|
$
|
7,043
|
|
(6)
|
Average annual sales per company-owned restaurant are derived by dividing restaurant sales for the applicable segment by the average number of company-owned and operated restaurants. For comparative purposes, the calculation of average annual sales per company-owned restaurant is based on a 52-week fiscal year.
|
(7)
|
Restaurants are included in comparable restaurant sales after they have been open for 18 months. For comparative purposes, the calculation of the changes in comparable restaurant sales is based on a 52-week fiscal year.
|
•
|
Net income
increased
$26.9 million
to
$36.2 million
in
2014
, or
$1.35
per diluted share, compared to net income of
$9.3 million
, or
$0.39
per diluted share, primarily due to the net impact of the growth in revenues discussed below, the decrease in interest expense as a result of the refinancing transactions, which included the repurchase and redemption of our Notes and entering into our senior credit facility, and the loss on extinguishment of debt in 2013.
|
•
|
Total revenues
increased
10.8%
in
2014
to
$611.1 million
from
$551.3 million
in
2013
, driven primarily by an increase in the number of company-owned restaurants and an increase in comparable restaurant sales of
6.6%
for our Pollo Tropical restaurants and
3.3%
for our Taco Cabana restaurants. The growth in comparable restaurant sales resulted primarily from an increase in average check of 2.0% at Pollo Tropical and 3.2% at Taco Cabana and an increase in transactions of 4.6% at Pollo Tropical and 0.1% at Taco Cabana.
|
•
|
During
2014
, we opened
22
new company-owned Pollo Tropical restaurants and
four
new company-owned Taco Cabana restaurants and permanently closed
two
company-owned Taco Cabana restaurants.
|
|
Year Ended
|
|||||||||||||||||||||||||
|
December 28, 2014
|
|
December 29, 2013
|
|
December 30, 2012
|
|
December 28, 2014
|
|
December 29, 2013
|
|
December 30, 2012
|
|
December 28, 2014
|
|
December 29, 2013
|
|
December 30, 2012
|
|||||||||
|
Pollo Tropical
|
|
Taco Cabana
|
|
Consolidated
|
|||||||||||||||||||||
Restaurant sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Pollo Tropical
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50.19
|
%
|
|
46.97
|
%
|
|
44.8
|
%
|
|||
Taco Cabana
|
|
|
|
|
|
|
|
|
|
|
|
|
49.81
|
%
|
|
53.03
|
%
|
|
55.2
|
%
|
||||||
Consolidated restaurant sales
|
|
|
|
|
|
|
|
|
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|||||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Cost of sales
|
32.9
|
%
|
|
33.2
|
%
|
|
33.1
|
%
|
|
30.3
|
%
|
|
31.1
|
%
|
|
31.5
|
%
|
|
31.6
|
%
|
|
32.1
|
%
|
|
32.2
|
%
|
Restaurant wages and related expenses
|
22.1
|
%
|
|
22.5
|
%
|
|
23.6
|
%
|
|
28.9
|
%
|
|
29.4
|
%
|
|
29.5
|
%
|
|
25.5
|
%
|
|
26.1
|
%
|
|
26.9
|
%
|
Restaurant rent expense
|
4.1
|
%
|
|
3.9
|
%
|
|
3.4
|
%
|
|
5.7
|
%
|
|
5.7
|
%
|
|
5.0
|
%
|
|
4.9
|
%
|
|
4.9
|
%
|
|
4.3
|
%
|
Other restaurant operating expenses
|
12.6
|
%
|
|
11.9
|
%
|
|
11.8
|
%
|
|
13.4
|
%
|
|
13.1
|
%
|
|
13.2
|
%
|
|
13.0
|
%
|
|
12.6
|
%
|
|
12.6
|
%
|
Advertising expense
|
2.5
|
%
|
|
2.2
|
%
|
|
2.5
|
%
|
|
3.9
|
%
|
|
3.9
|
%
|
|
4.0
|
%
|
|
3.2
|
%
|
|
3.1
|
%
|
|
3.3
|
%
|
Pre-opening costs
|
1.1
|
%
|
|
0.8
|
%
|
|
0.5
|
%
|
|
0.2
|
%
|
|
0.2
|
%
|
|
0.2
|
%
|
|
0.7
|
%
|
|
0.5
|
%
|
|
0.3
|
%
|
|
2014
|
|
2013
|
|
2012
|
||||||||||||||||||||||
|
Owned
|
|
Franchised
|
|
Total
|
|
Owned
|
|
Franchised
|
|
Total
|
|
Owned
|
|
Franchised
|
|
Total
|
||||||||||
Pollo Tropical:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Beginning of year
|
102
|
|
|
39
|
|
|
141
|
|
|
91
|
|
|
35
|
|
|
126
|
|
|
91
|
|
|
31
|
|
|
122
|
|
|
New
|
22
|
|
|
5
|
|
|
27
|
|
|
12
|
|
|
7
|
|
|
19
|
|
|
5
|
|
|
5
|
|
|
10
|
|
|
Closed
|
—
|
|
|
(7
|
)
|
|
(7
|
)
|
|
(1
|
)
|
|
(3
|
)
|
|
(4
|
)
|
|
(5
|
)
|
|
(1
|
)
|
|
(6
|
)
|
|
End of year
|
124
|
|
|
37
|
|
|
161
|
|
|
102
|
|
|
39
|
|
|
141
|
|
|
91
|
|
|
35
|
|
|
126
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Taco Cabana:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Beginning of year
|
165
|
|
|
7
|
|
|
172
|
|
|
160
|
|
|
8
|
|
|
168
|
|
|
158
|
|
—
|
|
5
|
|
|
163
|
|
New
|
4
|
|
|
—
|
|
|
4
|
|
|
6
|
|
|
—
|
|
|
6
|
|
|
5
|
|
|
1
|
|
|
6
|
|
|
Sold to franchisee
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
2
|
|
|
—
|
|
|
Closed
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
(2
|
)
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
End of year
|
167
|
|
|
7
|
|
|
174
|
|
|
165
|
|
|
7
|
|
|
172
|
|
|
160
|
|
|
8
|
|
|
168
|
|
|
2014 vs. 2013
|
|
2013 vs. 2012
|
||||
Pollo Tropical:
|
|
|
|
||||
Increase in comparable restaurant sales
|
$
|
16.2
|
|
|
$
|
12.8
|
|
Incremental sales related to new restaurants, net of closed restaurants
|
31.4
|
|
|
17.6
|
|
||
Total increase
|
$
|
47.6
|
|
|
$
|
30.4
|
|
|
|
|
|
||||
Taco Cabana:
|
|
|
|
||||
Increase in comparable restaurant sales
|
$
|
9.3
|
|
|
$
|
1.3
|
|
Incremental sales related to new restaurants, net of closed restaurants
|
2.7
|
|
|
9.9
|
|
||
Total increase
|
$
|
12.0
|
|
|
$
|
11.2
|
|
|
2014 vs. 2013
|
|
2013 vs. 2012
|
||
Pollo Tropical:
|
|
|
|
||
Cost of sales:
|
|
|
|
||
Higher commodity costs
|
0.2
|
%
|
|
0.8
|
%
|
Menu price increases
|
(0.8
|
)%
|
|
(0.8
|
)%
|
Other
|
0.3
|
%
|
|
—
|
%
|
Net decrease in cost of sales as a percentage of restaurant sales
|
(0.3
|
)%
|
|
—
|
%
|
|
|
|
|
||
Restaurant wages and related expenses:
|
|
|
|
||
Impact of higher sales volumes on fixed labor costs for comparable stores
|
(0.5
|
)%
|
|
(0.5
|
)%
|
Higher labor costs and impact of lower sales volumes for new stores
|
0.5
|
%
|
|
0.2
|
%
|
Lower workers' compensation claim costs
|
(0.1
|
)%
|
|
(0.4
|
)%
|
Lower medical benefit costs
|
(0.1
|
)%
|
|
(0.2
|
)%
|
Other
|
(0.2
|
)%
|
|
(0.2
|
)%
|
Net decrease in restaurant wages and related expenses as a percentage of
|
(0.4
|
)%
|
|
(1.1
|
)%
|
restaurant sales
|
|
|
|
||
|
|
|
|
||
Other operating expenses:
|
|
|
|
||
Higher (lower) repairs and maintenance costs
(1)
|
0.4
|
%
|
|
(0.2
|
)%
|
Lower utility costs
|
—
|
%
|
|
(0.2
|
)%
|
Higher insurance costs
|
—
|
%
|
|
0.3
|
%
|
Other
|
0.3
|
%
|
|
0.3
|
%
|
Net increase in other restaurant operating expenses as a
|
0.7
|
%
|
|
0.2
|
%
|
percentage of restaurant sales
|
|
|
|
||
|
|
|
|
||
Advertising expense:
|
|
|
|
||
Increase in advertising
|
0.3
|
%
|
|
—
|
%
|
Impact of higher sales volumes
|
—
|
%
|
|
(0.3
|
)%
|
Net increase (decrease) in advertising expense as a percentage of
|
0.3
|
%
|
|
(0.3
|
)%
|
restaurant sales
|
|
|
|
||
|
|
|
|
||
Pre-opening costs:
|
|
|
|
||
Increase in number of restaurants opened
|
0.3
|
%
|
|
0.3
|
%
|
Net increase in pre-opening costs as a percentage of restaurant sales
|
0.3
|
%
|
|
0.3
|
%
|
|
2014 vs. 2013
|
|
2013 vs. 2012
|
||
Taco Cabana:
|
|
|
|
||
Cost of sales:
|
|
|
|
||
Higher commodity costs
|
0.9
|
%
|
|
0.1
|
%
|
Menu price increases
|
(0.5
|
)%
|
|
(0.6
|
)%
|
Menu board changes
|
(0.6
|
)%
|
|
—
|
%
|
Sales mix
|
(0.3
|
)%
|
|
0.1
|
%
|
Higher rebates and discounts
|
(0.2
|
)%
|
|
—
|
%
|
Other
|
(0.1
|
)%
|
|
—
|
%
|
Net decrease in cost of sales as a percentage of restaurant sales
|
(0.8
|
)%
|
|
(0.4
|
)%
|
|
|
|
|
||
Restaurant wages and related expenses:
|
|
|
|
||
Impact of higher sales volumes on fixed labor costs
|
(0.4
|
)%
|
|
(0.3
|
)%
|
Higher (lower) medical and other benefit and worker's compensation costs
|
(0.2
|
)%
|
|
0.2
|
%
|
Other
|
0.1
|
%
|
|
(0.1
|
)%
|
Net decrease in restaurant wages and related expenses as a percentage of
|
(0.5
|
)%
|
|
(0.2
|
)%
|
restaurant sales
|
|
|
|
||
|
|
|
|
||
Other operating expenses:
|
|
|
|
||
Higher (lower) utility costs
|
(0.1
|
)%
|
|
0.1
|
%
|
Higher (lower) repairs and maintenance costs
(1)
|
0.3
|
%
|
|
(0.2
|
)%
|
Higher insurance costs
|
0.2
|
%
|
|
—
|
%
|
Other
|
(0.1
|
)%
|
|
—
|
%
|
Net increase (decrease) in other restaurant operating expenses as a
|
0.3
|
%
|
|
(0.1
|
)%
|
percentage of restaurant sales
|
|
|
|
||
|
|
|
|
||
Advertising expense:
|
|
|
|
||
Net change in advertising expense as a percentage of restaurant sales
|
—
|
%
|
|
—
|
%
|
|
|
|
|
||
Pre-opening costs:
|
|
|
|
||
Net change in pre-opening costs as a percentage of restaurant sales
|
—
|
%
|
|
—
|
%
|
•
|
restaurant operations are primarily conducted on a cash basis;
|
•
|
rapid turnover results in a limited investment in inventories; and
|
•
|
cash from sales is usually received before related liabilities for food, supplies and payroll become due.
|
|
Pollo
Tropical
|
|
Taco
Cabana
|
|
Other
|
|
Consolidated
|
||||||||
Year Ended December 28, 2014:
|
|
|
|
|
|
|
|
||||||||
New restaurant development
|
$
|
49,142
|
|
|
$
|
7,960
|
|
|
$
|
—
|
|
|
$
|
57,102
|
|
Restaurant remodeling
|
—
|
|
|
7,588
|
|
|
—
|
|
|
7,588
|
|
||||
Other restaurant capital expenditures (1)
|
2,973
|
|
|
2,002
|
|
|
—
|
|
|
4,975
|
|
||||
Corporate and restaurant information systems
|
240
|
|
|
419
|
|
|
3,755
|
|
|
4,414
|
|
||||
Total capital expenditures
|
$
|
52,355
|
|
|
$
|
17,969
|
|
|
$
|
3,755
|
|
|
$
|
74,079
|
|
Number of new restaurant openings
|
22
|
|
|
4
|
|
|
|
|
26
|
|
|||||
Year ended December 29, 2013:
|
|
|
|
|
|
|
|
||||||||
New restaurant development
|
$
|
21,996
|
|
|
$
|
10,614
|
|
|
$
|
—
|
|
|
$
|
32,610
|
|
Restaurant remodeling
|
491
|
|
|
2,598
|
|
|
—
|
|
|
3,089
|
|
||||
Other restaurant capital expenditures (1)
|
2,227
|
|
|
3,180
|
|
|
—
|
|
|
5,407
|
|
||||
Corporate and restaurant information systems
|
282
|
|
|
217
|
|
|
5,420
|
|
|
5,919
|
|
||||
Total capital expenditures
|
$
|
24,996
|
|
|
$
|
16,609
|
|
|
$
|
5,420
|
|
|
$
|
47,025
|
|
Number of new restaurant openings
|
12
|
|
|
6
|
|
|
|
|
18
|
|
|||||
Year ended December 30, 2012:
|
|
|
|
|
|
|
|
||||||||
New restaurant development
|
$
|
13,018
|
|
|
$
|
10,596
|
|
|
$
|
—
|
|
|
$
|
23,614
|
|
Restaurant remodeling
|
958
|
|
|
7,715
|
|
|
—
|
|
|
8,673
|
|
||||
Other restaurant capital expenditures (1)
|
3,301
|
|
|
3,616
|
|
|
—
|
|
|
6,917
|
|
||||
Corporate and restaurant information systems
|
204
|
|
|
429
|
|
|
1,159
|
|
|
1,792
|
|
||||
Total capital expenditures
|
$
|
17,481
|
|
|
$
|
22,356
|
|
|
$
|
1,159
|
|
|
$
|
40,996
|
|
Number of new restaurant openings
|
5
|
|
|
5
|
|
|
|
|
10
|
|
(1)
|
Excludes restaurant repair and maintenance expenses included in other restaurant operating expenses in our consolidated financial statements. For the years ended
December 28, 2014
,
December 29, 2013
and
December 30, 2012
, total restaurant repair and maintenance expenses were approximately $15.0 million, $11.7 million and $11.8 million, respectively.
|
|
Payments due by period
|
||||||||||||||||||
Contractual Obligations
|
Total
|
|
Less than
1 Year
|
|
1 - 3
Years
|
|
3 - 5
Years
|
|
More than
5 Years
|
||||||||||
Credit facility debt obligations, including interest(1)
|
$
|
71,984
|
|
|
$
|
1,540
|
|
|
$
|
3,021
|
|
|
$
|
67,423
|
|
|
$
|
—
|
|
Capital lease obligations, including interest(2)
|
2,847
|
|
|
224
|
|
|
440
|
|
|
440
|
|
|
1,743
|
|
|||||
Operating lease obligations(3)
|
421,719
|
|
|
34,954
|
|
|
68,921
|
|
|
65,361
|
|
|
252,483
|
|
|||||
Lease financing obligations, including interest(4)
|
2,937
|
|
|
140
|
|
|
284
|
|
|
290
|
|
|
2,223
|
|
|||||
Purchase obligations(5)
|
2,000
|
|
|
2,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total contractual obligations
|
$
|
501,487
|
|
|
$
|
38,858
|
|
|
$
|
72,666
|
|
|
$
|
133,514
|
|
|
$
|
256,449
|
|
(1)
|
Our credit facility debt obligations at
December 28, 2014
totaled $66.0 million. Total interest payments on the obligation of $4.7 million for all years presented are included at a weighted average interest rate of 1.79%. Total credit facility fees of $1.3 million for all years presented are included based on
December 28, 2014
rates and balances. Actual interest and fee payments will vary based on our outstanding credit facility balances and the rates in effect during those years. Refer to Note 8 of our consolidated financial statements included in this Annual Report on Form 10-K for details of our debt.
|
(2)
|
Includes total interest of $
1.5 million
for all years presented.
|
(3)
|
Represents the aggregate minimum lease payments under operating leases. Many of our leases also require contingent rent based on a percentage of sales in addition to the minimum base rent and require expenses incidental to the use of the property, all of which have been excluded from this table.
|
(4)
|
Includes total interest of
$1.3 million
for all years presented.
|
(5)
|
Represents contractual obligations to purchase land related to new restaurant development.
|
•
|
such financial information does not reflect our capital expenditures, future requirements for capital expenditures or contractual commitments to purchase capital equipment;
|
•
|
such financial information does not reflect interest expense or the cash requirements necessary to service payments on our debt;
|
•
|
although depreciation and amortization are non-cash charges, the assets that we currently depreciate and amortize will likely have to be replaced in the future, and such financial information does not reflect the cash required to fund such replacements; and
|
•
|
such financial information does not reflect the effect of earning or charges resulting from matters that our management does not consider to be indicative of our ongoing operations. However, some of these charges (such as impairment and other lease charges, other income and expense and stock-based compensation expense) have recurred and may recur.
|
|
Year ended
|
|||||||||||
(Dollars in thousands)
|
|
December 28, 2014
|
|
December 29, 2013
|
|
December 30, 2012
|
||||||
Adjusted EBITDA:
|
|
|
|
|
|
|
||||||
Pollo Tropical
|
|
$
|
52,721
|
|
|
$
|
43,738
|
|
|
$
|
38,592
|
|
Taco Cabana
|
|
32,995
|
|
|
26,086
|
|
|
25,649
|
|
|||
Consolidated
|
|
85,716
|
|
|
69,824
|
|
|
64,241
|
|
|||
Less:
|
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization
|
|
23,047
|
|
|
20,375
|
|
|
18,278
|
|
|||
Impairment and other lease charges
|
|
363
|
|
|
199
|
|
|
7,039
|
|
|||
Interest expense
|
|
2,228
|
|
|
18,043
|
|
|
24,424
|
|
|||
Loss on extinguishment of debt
|
|
—
|
|
|
16,411
|
|
|
—
|
|
|||
Provision for income taxes
|
|
20,963
|
|
|
3,795
|
|
|
4,289
|
|
|||
Stock-based compensation expense
|
|
3,497
|
|
|
2,298
|
|
|
2,036
|
|
|||
Other (income) expense
|
|
(558
|
)
|
|
(554
|
)
|
|
(92
|
)
|
|||
Net income
|
|
$
|
36,176
|
|
|
$
|
9,257
|
|
|
$
|
8,267
|
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
ITEM 14.
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
Schedule
|
Description
|
Page
|
II
|
Exhibit
No.
|
|
Description
|
|
|
|
||
3.1
|
|
|
Amended and Restated Certificate of Incorporation of Fiesta Restaurant Group, Inc. (“Fiesta”) (incorporated by reference to Exhibit 3.1 to Amendment No. 3 to Fiesta's Form 10, File No. 001-35373, filed on April 5, 2012)
|
|
|
|
|
3.2
|
|
|
Amended and Restated Bylaws of Fiesta (incorporated by reference to Exhibit 3.2 to Amendment No. 1 to Fiesta's Form 10, File No. 001-35373, filed on January 26, 2012)
|
|
|
|
|
4.1
|
|
|
Form of Stock Certificate for Common Stock (incorporated by reference to Exhibit 4.4 to Amendment No.2 to Fiesta's Form 10, File No. 001-35373, filed on March 14, 2012)
|
|
|
|
|
10.1
|
|
|
Form of Separation and Distribution Agreement among Fiesta, Carrols Restaurant Group and Carrols' (incorporated by reference to Exhibit 10.1 to Amendment No. 3 to Fiesta's Form 10, File No. 001-35373, filed on April 5, 2012)
|
|
|
|
|
10.2
|
|
|
Form of Tax Matters Agreement between Fiesta, Carrols and Carrols Restaurant Group (incorporated by reference to Exhibit 10.2 to Amendment No. 3 to Fiesta's Form 10, File No. 001-35373, filed on April 5, 2012)
|
|
|
|
|
10.3
|
|
|
Form of Employee Matters Agreement between Fiesta, Carrols and Carrols Restaurant Group (incorporated by reference to Exhibit 10.3 to Amendment No. 3 to Fiesta's Form 10, File No. 001-35373, filed on April 5, 2012)
|
|
|
|
|
10.4
|
|
|
Form of Transition Services Agreement among Fiesta, Carrols Restaurant Group and Carrols (incorporated by reference to Exhibit 10.4 to Amendment No. 3 to Fiesta's Form 10, File No. 001-35373, filed on April 5, 2012)
|
|
|
|
|
10.5
|
|
|
Fiesta Restaurant Group, Inc. 2012 Stock Incentive Plan† (incorporated by reference to Exhibit 10.2 to Fiesta's Current Report on Form 8-K filed on May 8, 2012)+
|
|
|
|
|
10.6
|
|
|
Executive Employment Agreement, dated as of February 20, 2014, between Fiesta Restaurant Group and Timothy P. Taft (incorporated by reference to Exhibit 10.1 of Fiesta's Current Report on Form 8-K filed on February 25, 2014)+
|
|
|
|
|
10.7
|
|
|
Fiesta Restaurant Group, Inc. and Subsidiaries Deferred Compensation Plan (incorporated by reference to Exhibit 10.10 of Fiesta's Amendment No. 1 to Registration Statement on Form 10 filed on January 26, 2012)+
|
|
|
|
|
10.8
|
|
|
Offer letter between Fiesta Restaurant Group, Inc. and Lynn S. Schweinfurth (incorporated by reference to Exhibit 10.1 to Fiesta's Quarterly Report on Form 10-Q for the period ended July 1, 2012)+
|
|
|
|
|
10.9
|
|
|
Credit Agreement, dated as of December 11, 2013, between Fiesta Restaurant Group, Inc., the guarantors named therein, the lenders named therein and Wells Fargo Bank, National Association, as administrative agent (incorporated by reference to Exhibit 10.1 of Fiesta's Current Report on Form 8-K filed on December 12, 2013)
|
|
|
|
|
10.10
|
|
|
Security Agreement, dated as of December 11, 2013, between Fiesta Restaurant Group, Inc., the guarantors named therein and Wells Fargo Bank, National Association, as administrative agent (incorporated by reference to Exhibit 10.2 of Fiesta's Current Report on Form 8-K filed on December 12, 2013)
|
|
|
|
|
10.11
|
|
|
Amendment to Fiesta Restaurant Group, Inc. 2012 Stock Incentive Plan+#
|
|
|
|
|
21.1
|
|
|
Subsidiaries of Fiesta #
|
|
|
|
|
23.1
|
|
|
Consent of Deloitte & Touche LLP #
|
|
|
||
31.1
|
|
|
Chief Executive Officer’s Certificate Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Fiesta Restaurant Group, Inc. #
|
|
|
||
31.2
|
|
|
Chief Financial Officer’s Certificate Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Fiesta Restaurant Group, Inc.#
|
|
|
||
32.1
|
|
|
Chief Executive Officer’s Certificate Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Fiesta Restaurant Group, Inc.#
|
|
|
||
32.2
|
|
|
Chief Financial Officer’s Certificate Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Fiesta Restaurant Group, Inc.#
|
|
|
||
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
|
#
|
Filed herewith.
|
+
|
Compensatory plan or arrangement
|
|
December 28,
2014 |
|
December 29,
2013 |
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash
|
$
|
5,087
|
|
|
$
|
10,978
|
|
Trade receivables
|
6,340
|
|
|
6,011
|
|
||
Inventories
|
2,719
|
|
|
2,564
|
|
||
Prepaid rent
|
2,894
|
|
|
2,500
|
|
||
Income tax receivable
|
4,974
|
|
|
4,497
|
|
||
Prepaid expenses and other current assets
|
3,166
|
|
|
3,357
|
|
||
Deferred income taxes
|
2,925
|
|
|
3,018
|
|
||
Total current assets
|
28,105
|
|
|
32,925
|
|
||
Property and equipment, net
|
191,371
|
|
|
144,527
|
|
||
Goodwill
|
123,484
|
|
|
123,484
|
|
||
Intangible assets, net
|
40
|
|
|
121
|
|
||
Deferred income taxes
|
11,055
|
|
|
12,046
|
|
||
Deferred financing costs, net
|
1,233
|
|
|
1,530
|
|
||
Other assets
|
2,668
|
|
|
4,152
|
|
||
Total assets
|
$
|
357,956
|
|
|
$
|
318,785
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Current portion of long-term debt
|
$
|
61
|
|
|
$
|
61
|
|
Accounts payable
|
10,151
|
|
|
10,802
|
|
||
Accrued interest
|
127
|
|
|
118
|
|
||
Accrued payroll, related taxes and benefits
|
15,857
|
|
|
14,296
|
|
||
Accrued real estate taxes
|
5,044
|
|
|
4,505
|
|
||
Other liabilities
|
8,183
|
|
|
8,305
|
|
||
Total current liabilities
|
39,423
|
|
|
38,087
|
|
||
Long-term debt, net of current portion
|
67,264
|
|
|
72,324
|
|
||
Lease financing obligations
|
1,660
|
|
|
1,657
|
|
||
Deferred income—sale-leaseback of real estate
|
34,079
|
|
|
35,873
|
|
||
Other liabilities
|
15,943
|
|
|
12,538
|
|
||
Total liabilities
|
158,369
|
|
|
160,479
|
|
||
Commitments and contingencies (Note 14)
|
|
|
|
||||
Stockholders' equity:
|
|
|
|
||||
Common stock, par value $.01; authorized 100,000,000 shares, issued 26,782,945 and 26,710,111 shares, respectively, and outstanding 26,358,448 and 26,082,800 shares, respectively.
|
264
|
|
|
261
|
|
||
Additional paid-in capital
|
153,867
|
|
|
148,765
|
|
||
Retained earnings
|
45,456
|
|
|
9,280
|
|
||
Total stockholders' equity
|
199,587
|
|
|
158,306
|
|
||
Total liabilities and stockholders' equity
|
$
|
357,956
|
|
|
$
|
318,785
|
|
|
Years Ended
|
||||||||||
|
December 28, 2014
|
|
December 29, 2013
|
|
December 30, 2012
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Restaurant sales
|
$
|
608,540
|
|
|
$
|
548,980
|
|
|
$
|
507,351
|
|
Franchise royalty revenues and fees
|
2,603
|
|
|
2,357
|
|
|
2,375
|
|
|||
Total revenues
|
611,143
|
|
|
551,337
|
|
|
509,726
|
|
|||
Costs and expenses:
|
|
|
|
|
|
||||||
Cost of sales
|
192,250
|
|
|
176,123
|
|
|
163,514
|
|
|||
Restaurant wages and related expenses (including stock-based compensation expense of $71, $2 and $11, respectively)
|
155,140
|
|
|
143,392
|
|
|
136,265
|
|
|||
Restaurant rent expense
|
29,645
|
|
|
26,849
|
|
|
21,595
|
|
|||
Other restaurant operating expenses
|
78,921
|
|
|
69,021
|
|
|
63,813
|
|
|||
Advertising expense
|
19,493
|
|
|
17,138
|
|
|
16,791
|
|
|||
General and administrative (including stock-based compensation expense of $3,426, $2,296 and $2,025, respectively)
|
49,414
|
|
|
48,521
|
|
|
43,870
|
|
|||
Depreciation and amortization
|
23,047
|
|
|
20,375
|
|
|
18,278
|
|
|||
Pre-opening costs
|
4,061
|
|
|
2,767
|
|
|
1,673
|
|
|||
Impairment and other lease charges
|
363
|
|
|
199
|
|
|
7,039
|
|
|||
Other (income) expense
|
(558
|
)
|
|
(554
|
)
|
|
(92
|
)
|
|||
Total operating expenses
|
551,776
|
|
|
503,831
|
|
|
472,746
|
|
|||
Income from operations
|
59,367
|
|
|
47,506
|
|
|
36,980
|
|
|||
Interest expense
|
2,228
|
|
|
18,043
|
|
|
24,424
|
|
|||
Loss on extinguishment of debt
|
—
|
|
|
16,411
|
|
|
—
|
|
|||
Income before income taxes
|
57,139
|
|
|
13,052
|
|
|
12,556
|
|
|||
Provision for income taxes
|
20,963
|
|
|
3,795
|
|
|
4,289
|
|
|||
Net income
|
$
|
36,176
|
|
|
$
|
9,257
|
|
|
$
|
8,267
|
|
Basic net income per share
|
$
|
1.35
|
|
|
$
|
0.39
|
|
|
$
|
0.35
|
|
Diluted net income per share
|
$
|
1.35
|
|
|
$
|
0.39
|
|
|
$
|
0.35
|
|
Basic weighted average common shares outstanding
|
26,293,714
|
|
|
23,271,431
|
|
|
22,890,018
|
|
|||
Diluted weighted average common shares outstanding
|
26,296,049
|
|
|
23,271,431
|
|
|
22,890,018
|
|
|
|
|
|
|
|
|
|
|
Total
|
|||||||||
|
Number of
|
|
|
|
Additional
|
|
Accumulated
|
|
Stockholders'
|
|||||||||
|
Common
|
|
Common
|
|
Paid-In
|
|
Earnings
|
|
Equity
|
|||||||||
|
Stock Shares
|
|
Stock
|
|
Capital
|
|
(Deficit)
|
|
(Deficit)
|
|||||||||
Balance at January 1, 2012
|
23,161,822
|
|
|
$
|
227
|
|
|
$
|
3,345
|
|
|
$
|
(8,244
|
)
|
|
$
|
(4,672
|
)
|
Capital contributions
|
—
|
|
|
—
|
|
|
5,075
|
|
|
—
|
|
|
5,075
|
|
||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
1,834
|
|
|
—
|
|
|
1,834
|
|
||||
Issuance of non-vested shares at spin-off
|
(434,397
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Vesting of restricted shares
|
20,816
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
8,267
|
|
|
8,267
|
|
||||
Balance at December 30, 2012
|
22,748,241
|
|
|
227
|
|
|
10,254
|
|
|
23
|
|
|
10,504
|
|
||||
Additional transfers from Carrols
|
—
|
|
|
—
|
|
|
96
|
|
|
—
|
|
|
96
|
|
||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
2,298
|
|
|
—
|
|
|
2,298
|
|
||||
Vesting of restricted shares and related tax benefit
|
256,223
|
|
|
3
|
|
|
862
|
|
|
—
|
|
|
865
|
|
||||
Issuance of shares
|
3,078,336
|
|
|
31
|
|
|
135,255
|
|
|
—
|
|
|
135,286
|
|
||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
9,257
|
|
|
9,257
|
|
||||
Balance at December 29, 2013
|
26,082,800
|
|
|
261
|
|
|
148,765
|
|
|
9,280
|
|
|
158,306
|
|
||||
Additional transfers from Carrols
|
|
|
|
|
(127
|
)
|
|
|
|
(127
|
)
|
|||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
3,497
|
|
|
—
|
|
|
3,497
|
|
||||
Vesting of restricted shares and related tax benefit
|
275,648
|
|
|
3
|
|
|
1,762
|
|
|
—
|
|
|
1,765
|
|
||||
Share issuance costs
|
—
|
|
|
—
|
|
|
(30
|
)
|
|
—
|
|
|
(30
|
)
|
||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
36,176
|
|
|
36,176
|
|
||||
Balance at December 28, 2014
|
26,358,448
|
|
|
$
|
264
|
|
|
$
|
153,867
|
|
|
$
|
45,456
|
|
|
$
|
199,587
|
|
|
Year Ended
|
||||||||||
|
December 28, 2014
|
|
December 29, 2013
|
|
December 30, 2012
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
36,176
|
|
|
$
|
9,257
|
|
|
$
|
8,267
|
|
Adjustments to reconcile net income to net cash provided from operating activities:
|
|
|
|
|
|
||||||
Loss (gain) on disposals of property and equipment
|
(369
|
)
|
|
(208
|
)
|
|
186
|
|
|||
Stock-based compensation
|
3,497
|
|
|
2,298
|
|
|
1,834
|
|
|||
Impairment and other lease charges
|
363
|
|
|
199
|
|
|
7,039
|
|
|||
Loss on extinguishment of debt
|
—
|
|
|
16,411
|
|
|
—
|
|
|||
Depreciation and amortization
|
23,047
|
|
|
20,375
|
|
|
18,278
|
|
|||
Amortization of deferred financing costs
|
309
|
|
|
1,487
|
|
|
1,628
|
|
|||
Amortization of deferred gains from sale-leaseback transactions
|
(3,671
|
)
|
|
(3,489
|
)
|
|
(2,328
|
)
|
|||
Deferred income taxes
|
957
|
|
|
(178
|
)
|
|
(1,030
|
)
|
|||
Other
|
4
|
|
|
5
|
|
|
342
|
|
|||
Changes in other operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
(329
|
)
|
|
(77
|
)
|
|
(1,093
|
)
|
|||
Accounts payable
|
(529
|
)
|
|
(1,817
|
)
|
|
2,398
|
|
|||
Accrued payroll, related taxes and benefits
|
1,561
|
|
|
(423
|
)
|
|
2,565
|
|
|||
Accrued interest
|
9
|
|
|
(6,643
|
)
|
|
(391
|
)
|
|||
Accrued real estate taxes
|
539
|
|
|
1,139
|
|
|
169
|
|
|||
Other liabilities - current
|
(122
|
)
|
|
2,677
|
|
|
(28
|
)
|
|||
Other liabilities - long term
|
3,441
|
|
|
986
|
|
|
728
|
|
|||
Income tax receivable/payable
|
(477
|
)
|
|
(4,423
|
)
|
|
522
|
|
|||
Other
|
(300
|
)
|
|
(1,400
|
)
|
|
(1,111
|
)
|
|||
Net cash provided from operating activities
|
64,106
|
|
|
36,176
|
|
|
37,975
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Capital expenditures:
|
|
|
|
|
|
||||||
New restaurant development
|
(57,102
|
)
|
|
(32,610
|
)
|
|
(23,614
|
)
|
|||
Restaurant remodeling
|
(7,588
|
)
|
|
(3,089
|
)
|
|
(8,673
|
)
|
|||
Other restaurant capital expenditures
|
(4,975
|
)
|
|
(5,407
|
)
|
|
(6,917
|
)
|
|||
Corporate and restaurant information systems
|
(4,414
|
)
|
|
(5,919
|
)
|
|
(1,792
|
)
|
|||
Total capital expenditures
|
(74,079
|
)
|
|
(47,025
|
)
|
|
(40,996
|
)
|
|||
Properties purchased for sale-leaseback
|
—
|
|
|
(4,438
|
)
|
|
(2,082
|
)
|
|||
Proceeds from sales of other properties
|
1,729
|
|
|
1,734
|
|
|
2,426
|
|
|||
Proceeds from sale-leaseback transactions
|
5,692
|
|
|
15,662
|
|
|
7,934
|
|
|||
Net cash used in investing activities
|
(66,658
|
)
|
|
(34,067
|
)
|
|
(32,718
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Senior secured second lien note redemption
|
—
|
|
|
(200,000
|
)
|
|
—
|
|
|||
Proceeds from issuance of stock, net of issuance costs
|
(30
|
)
|
|
135,286
|
|
|
—
|
|
|||
Premium and other costs associated with debt redemption
|
—
|
|
|
(12,545
|
)
|
|
—
|
|
|||
Excess tax benefit from vesting of restricted shares
|
1,765
|
|
|
865
|
|
|
—
|
|
|||
Borrowings from (payments to) former parent, net
|
—
|
|
|
—
|
|
|
500
|
|
|||
Capital contribution from former parent
|
—
|
|
|
—
|
|
|
2,500
|
|
|||
Borrowings on revolving credit facility
|
25,000
|
|
|
81,000
|
|
|
2,100
|
|
|||
Repayments on revolving credit facility
|
(30,000
|
)
|
|
(10,000
|
)
|
|
(2,100
|
)
|
|||
Principal payments on capital leases
|
(61
|
)
|
|
(59
|
)
|
|
(59
|
)
|
|||
Financing costs associated with issuance of debt
|
—
|
|
|
(1,196
|
)
|
|
(288
|
)
|
|||
Settlement of lease financing obligations
|
—
|
|
|
—
|
|
|
(6,047
|
)
|
|||
Other financing costs
|
(13
|
)
|
|
(15
|
)
|
|
—
|
|
|||
Net cash used in financing activities
|
(3,339
|
)
|
|
(6,664
|
)
|
|
(3,394
|
)
|
|||
Net increase (decrease) in cash
|
(5,891
|
)
|
|
(4,555
|
)
|
|
1,863
|
|
|||
Cash, beginning of year
|
10,978
|
|
|
15,533
|
|
|
13,670
|
|
|||
Cash, end of year
|
$
|
5,087
|
|
|
$
|
10,978
|
|
|
$
|
15,533
|
|
|
|
|
|
|
|
||||||
Supplemental disclosures:
|
|
|
|
|
|
||||||
Interest paid on long-term debt (including capitalized interest of $268 in 2014 and $600 in 2013)
|
$
|
1,971
|
|
|
$
|
23,707
|
|
|
$
|
18,699
|
|
Interest paid on lease financing obligations
|
$
|
139
|
|
|
$
|
137
|
|
|
$
|
4,207
|
|
Accruals for capital expenditures
|
$
|
2,889
|
|
|
$
|
3,009
|
|
|
$
|
802
|
|
Income tax payments, net
|
$
|
18,718
|
|
|
$
|
7,204
|
|
|
$
|
3,454
|
|
Capital lease obligations incurred
|
$
|
—
|
|
|
$
|
496
|
|
|
$
|
—
|
|
Non-cash reduction of lease financing obligations
|
$
|
—
|
|
|
$
|
1,377
|
|
|
$
|
114,165
|
|
Non-cash reduction of assets under lease financing obligations
|
$
|
—
|
|
|
$
|
965
|
|
|
$
|
80,419
|
|
Non-cash transfers of income tax assets and liabilities from Carrols
|
$
|
(127
|
)
|
|
$
|
96
|
|
|
$
|
2,575
|
|
•
|
Current Assets and Liabilities.
The carrying values reported on the balance sheet of cash, accounts receivable and accounts payable approximate fair value because of the short maturity of those financial instruments.
|
•
|
Revolving Credit Borrowings.
The fair value of outstanding revolving credit borrowings under our senior credit facility, which is considered Level 2, is based on current LIBOR rates and at
December 28, 2014
, was approximately
$66.0 million
.
|
|
December 28, 2014
|
|
December 29, 2013
|
||||
Land
|
$
|
19,455
|
|
|
$
|
15,277
|
|
Owned buildings
|
14,863
|
|
|
13,813
|
|
||
Leasehold improvements
(1)
|
168,719
|
|
|
130,623
|
|
||
Equipment
|
159,596
|
|
|
136,088
|
|
||
Assets subject to capital leases
|
1,647
|
|
|
1,647
|
|
||
|
364,280
|
|
|
297,448
|
|
||
Less accumulated depreciation and amortization
|
(172,909
|
)
|
|
(152,921
|
)
|
||
|
$
|
191,371
|
|
|
$
|
144,527
|
|
|
Pollo
Tropical
|
|
Taco
Cabana
|
|
Total
|
||||||
Balance, December 28, 2014 and December 29, 2013
|
$
|
56,307
|
|
|
$
|
67,177
|
|
|
$
|
123,484
|
|
|
Year Ended
|
||||||||||
|
December 28, 2014
|
|
December 29, 2013
|
|
December 30, 2012
|
||||||
Pollo Tropical
|
$
|
254
|
|
|
$
|
(116
|
)
|
|
$
|
6,035
|
|
Taco Cabana
|
109
|
|
|
315
|
|
|
1,004
|
|
|||
|
$
|
363
|
|
|
$
|
199
|
|
|
$
|
7,039
|
|
|
December 28, 2014
|
|
December 29, 2013
|
||||
Accrued workers' compensation and general liability claims
|
$
|
3,996
|
|
|
$
|
3,484
|
|
Sales and property taxes
|
1,933
|
|
|
1,358
|
|
||
Accrued occupancy costs
|
508
|
|
|
543
|
|
||
Other
|
1,746
|
|
|
2,920
|
|
||
|
$
|
8,183
|
|
|
$
|
8,305
|
|
|
December 28, 2014
|
|
December 29, 2013
|
||||
Accrued occupancy costs
|
$
|
12,254
|
|
|
$
|
9,973
|
|
Accrued workers’ compensation and general liability claims
|
977
|
|
|
729
|
|
||
Deferred compensation
|
1,102
|
|
|
593
|
|
||
Other
|
1,610
|
|
|
1,243
|
|
||
|
$
|
15,943
|
|
|
$
|
12,538
|
|
|
Year Ended
|
||||||
|
December 28, 2014
|
|
December 29, 2013
|
||||
Balance, beginning of period
|
$
|
1,439
|
|
|
$
|
2,432
|
|
Provisions for restaurant closures
|
—
|
|
|
—
|
|
||
Additional lease charges, net of (recoveries)
|
5
|
|
|
(197
|
)
|
||
Payments, net
|
(321
|
)
|
|
(937
|
)
|
||
Other adjustments
|
128
|
|
|
141
|
|
||
Balance, end of period
|
$
|
1,251
|
|
|
$
|
1,439
|
|
|
Capital
|
|
Operating
|
||||
2015
|
$
|
224
|
|
|
$
|
34,954
|
|
2016
|
220
|
|
|
34,873
|
|
||
2017
|
220
|
|
|
34,048
|
|
||
2018
|
220
|
|
|
33,086
|
|
||
2019
|
220
|
|
|
32,275
|
|
||
Thereafter
|
1,743
|
|
|
252,483
|
|
||
Total minimum lease payments (1)
|
2,847
|
|
|
$
|
421,719
|
|
|
Less amount representing interest
|
(1,522
|
)
|
|
|
|||
Total obligations under capital leases
|
1,325
|
|
|
|
|||
Less current portion
|
(61
|
)
|
|
|
|||
Long-term debt under capital leases
|
$
|
1,264
|
|
|
|
|
Year Ended
|
||||||||||
|
December 28, 2014
|
|
December 29, 2013
|
|
December 30, 2012
|
||||||
Minimum rent on real property, excluding rent included in pre-opening costs
|
$
|
29,309
|
|
|
$
|
26,571
|
|
|
$
|
21,349
|
|
Additional rent based on percentage of sales
|
336
|
|
|
278
|
|
|
246
|
|
|||
Restaurant rent expense
|
29,645
|
|
|
26,849
|
|
|
21,595
|
|
|||
Rent included in pre-opening costs
|
1,421
|
|
|
842
|
|
|
411
|
|
|||
Administrative and equipment rent
|
1,042
|
|
|
1,004
|
|
|
781
|
|
|||
|
$
|
32,108
|
|
|
$
|
28,695
|
|
|
$
|
22,787
|
|
|
December 28,
2014 |
|
December 29,
2013 |
||||
Revolving credit facility
|
$
|
66,000
|
|
|
$
|
71,000
|
|
Capital leases
|
1,325
|
|
|
1,385
|
|
||
|
67,325
|
|
|
72,385
|
|
||
Less: current portion of long-term debt
|
(61
|
)
|
|
(61
|
)
|
||
|
$
|
67,264
|
|
|
$
|
72,324
|
|
2015
|
$
|
140
|
|
2016
|
141
|
|
|
2017
|
143
|
|
|
2018
|
144
|
|
|
2019
|
146
|
|
|
Thereafter, through 2023
|
2,223
|
|
|
Total minimum lease payments
|
2,937
|
|
|
Less: Interest implicit in obligations
|
(1,277
|
)
|
|
Total lease financing obligations
|
$
|
1,660
|
|
|
Year Ended
|
||||||||||
|
December 28, 2014
|
|
December 29, 2013
|
|
December 30, 2012
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
17,335
|
|
|
$
|
2,550
|
|
|
$
|
4,197
|
|
Foreign
|
380
|
|
|
375
|
|
|
365
|
|
|||
State
|
2,291
|
|
|
1,048
|
|
|
757
|
|
|||
|
20,006
|
|
|
3,973
|
|
|
5,319
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
417
|
|
|
136
|
|
|
(1,405
|
)
|
|||
State
|
46
|
|
|
(11
|
)
|
|
230
|
|
|||
|
463
|
|
|
125
|
|
|
(1,175
|
)
|
|||
Valuation allowance
|
494
|
|
|
(303
|
)
|
|
145
|
|
|||
|
$
|
20,963
|
|
|
$
|
3,795
|
|
|
$
|
4,289
|
|
|
|
December 28, 2014
|
|
December 29, 2013
|
||||
Current deferred income tax assets (liabilities):
|
|
|
|
|
||||
Inventory and other reserves
|
|
$
|
(186
|
)
|
|
$
|
(88
|
)
|
Accrued vacation benefits
|
|
1,428
|
|
|
1,392
|
|
||
Other accruals
|
|
1,894
|
|
|
1,714
|
|
||
Current deferred income tax assets
|
|
3,136
|
|
|
3,018
|
|
||
Less: Valuation allowance
|
|
(211
|
)
|
|
—
|
|
||
Total current deferred income tax assets
|
|
2,925
|
|
|
3,018
|
|
||
Long term deferred income tax assets (liabilities):
|
|
|
|
|
||||
Deferred income on sale-leaseback of certain real estate
|
|
12,512
|
|
|
13,048
|
|
||
Lease financing obligations
|
|
138
|
|
|
126
|
|
||
Property and equipment depreciation
|
|
(5,144
|
)
|
|
(3,423
|
)
|
||
Amortization of other intangibles, net
|
|
(3,164
|
)
|
|
(3,136
|
)
|
||
Occupancy costs
|
|
4,479
|
|
|
3,645
|
|
||
Tax credit carryforwards
|
|
1,010
|
|
|
516
|
|
||
Other
|
|
2,023
|
|
|
1,786
|
|
||
Long-term net deferred income tax assets
|
|
11,854
|
|
|
12,562
|
|
||
Less: Valuation allowance
|
|
(799
|
)
|
|
(516
|
)
|
||
Total long-term deferred income tax assets
|
|
11,055
|
|
|
12,046
|
|
||
Carrying value of net deferred income tax assets
|
|
$
|
13,980
|
|
|
$
|
15,064
|
|
|
Year Ended
|
||||||||||
|
December 28, 2014
|
|
December 29, 2013
|
|
December 30, 2012
|
||||||
Statutory federal income tax provision
|
$
|
19,999
|
|
|
$
|
4,568
|
|
|
$
|
4,395
|
|
State income taxes, net of federal benefit
|
1,453
|
|
|
666
|
|
|
520
|
|
|||
Change in valuation allowance
|
494
|
|
|
(303
|
)
|
|
145
|
|
|||
Increase in deferred tax assets at Spin-off
|
—
|
|
|
—
|
|
|
(182
|
)
|
|||
Non-deductible expenses
|
293
|
|
|
334
|
|
|
94
|
|
|||
Foreign taxes
|
380
|
|
|
654
|
|
|
365
|
|
|||
Employment tax credits
|
(1,174
|
)
|
|
(1,490
|
)
|
|
(202
|
)
|
|||
Foreign tax credits
|
(380
|
)
|
|
(375
|
)
|
|
(365
|
)
|
|||
Other
|
(102
|
)
|
|
(259
|
)
|
|
(481
|
)
|
|||
|
$
|
20,963
|
|
|
$
|
3,795
|
|
|
$
|
4,289
|
|
|
Non-Vested Shares
|
|
Restricted Stock Units
|
||||||||||
|
|
|
Weighted
|
|
|
|
Weighted
|
||||||
|
|
|
Average
|
|
|
|
Average
|
||||||
|
|
|
Grant Date
|
|
|
|
Grant Date
|
||||||
|
Shares
|
|
Price
|
|
Units
|
|
Price
|
||||||
Non-vested at December 29, 2013
|
627,311
|
|
|
$
|
14.81
|
|
|
—
|
|
|
$
|
—
|
|
Granted
|
80,290
|
|
|
44.22
|
|
|
24,252
|
|
|
45.04
|
|
||
Vested
|
(275,485
|
)
|
|
14.50
|
|
|
(163
|
)
|
|
45.04
|
|
||
Forfeited
|
(7,619
|
)
|
|
18.64
|
|
|
(3,306
|
)
|
|
45.04
|
|
||
Non-vested at December 28, 2014
|
424,497
|
|
|
$
|
20.50
|
|
|
20,783
|
|
|
$
|
45.04
|
|
Year Ended
|
|
Pollo Tropical
|
|
Taco Cabana
|
|
Other
|
|
Consolidated
|
||||||||
December 28, 2014:
|
|
|
|
|
|
|
|
|
||||||||
Restaurant sales
|
|
$
|
305,404
|
|
|
$
|
303,136
|
|
|
$
|
—
|
|
|
$
|
608,540
|
|
Franchise revenue
|
|
2,072
|
|
|
531
|
|
|
—
|
|
|
2,603
|
|
||||
Cost of sales
|
|
100,468
|
|
|
91,782
|
|
|
—
|
|
|
192,250
|
|
||||
Restaurant wages and related expenses (1)
|
|
67,487
|
|
|
87,653
|
|
|
—
|
|
|
155,140
|
|
||||
Restaurant rent expense
|
|
12,473
|
|
|
17,172
|
|
|
—
|
|
|
29,645
|
|
||||
Other restaurant operating expenses
|
|
38,331
|
|
|
40,590
|
|
|
—
|
|
|
78,921
|
|
||||
Advertising expense
|
|
7,714
|
|
|
11,779
|
|
|
—
|
|
|
19,493
|
|
||||
General and administrative expense (2)
|
|
26,672
|
|
|
22,742
|
|
|
—
|
|
|
49,414
|
|
||||
Depreciation and amortization
|
|
11,596
|
|
|
11,451
|
|
|
—
|
|
|
23,047
|
|
||||
Pre-opening costs
|
|
3,385
|
|
|
676
|
|
|
—
|
|
|
4,061
|
|
||||
Impairment and other lease charges
|
|
254
|
|
|
109
|
|
|
—
|
|
|
363
|
|
||||
Other (income) expense
|
|
—
|
|
|
(558
|
)
|
|
—
|
|
|
(558
|
)
|
||||
Interest expense
|
|
1,035
|
|
|
1,193
|
|
|
—
|
|
|
2,228
|
|
||||
Income before taxes
|
|
38,061
|
|
|
19,078
|
|
|
—
|
|
|
57,139
|
|
||||
Capital expenditures
|
|
52,355
|
|
|
17,969
|
|
|
3,755
|
|
|
74,079
|
|
||||
December 29, 2013:
|
|
|
|
|
|
|
|
|
||||||||
Restaurant sales
|
|
$
|
257,837
|
|
|
$
|
291,143
|
|
|
$
|
—
|
|
|
$
|
548,980
|
|
Franchise revenue
|
|
1,865
|
|
|
492
|
|
|
—
|
|
|
2,357
|
|
||||
Cost of sales
|
|
85,532
|
|
|
90,591
|
|
|
—
|
|
|
176,123
|
|
||||
Restaurant wages and related expenses (1)
|
|
57,893
|
|
|
85,499
|
|
|
—
|
|
|
143,392
|
|
||||
Restaurant rent expense
|
|
10,110
|
|
|
16,739
|
|
|
—
|
|
|
26,849
|
|
||||
Other restaurant operating expenses
|
|
30,790
|
|
|
38,231
|
|
|
—
|
|
|
69,021
|
|
||||
Advertising expense
|
|
5,726
|
|
|
11,412
|
|
|
—
|
|
|
17,138
|
|
||||
General and administrative expense (2)
|
|
24,966
|
|
|
23,555
|
|
|
—
|
|
|
48,521
|
|
||||
Depreciation and amortization
|
|
9,248
|
|
|
11,127
|
|
|
—
|
|
|
20,375
|
|
||||
Pre-opening costs
|
|
2,047
|
|
|
720
|
|
|
—
|
|
|
2,767
|
|
||||
Impairment and other lease charges
|
|
(116
|
)
|
|
315
|
|
|
—
|
|
|
199
|
|
||||
Other (income) expense
|
|
(497
|
)
|
|
(57
|
)
|
|
—
|
|
|
(554
|
)
|
||||
Interest expense
|
|
7,954
|
|
|
10,089
|
|
|
—
|
|
|
18,043
|
|
||||
Income (loss) before taxes (3)
|
|
26,049
|
|
|
3,414
|
|
|
(16,411
|
)
|
|
13,052
|
|
Capital expenditures
|
|
24,996
|
|
|
16,609
|
|
|
5,420
|
|
|
47,025
|
|
||||
December 30, 2012:
|
|
|
|
|
|
|
|
|
||||||||
Restaurant sales
|
|
$
|
227,428
|
|
|
$
|
279,923
|
|
|
$
|
—
|
|
|
$
|
507,351
|
|
Franchise revenue
|
|
1,915
|
|
|
460
|
|
|
—
|
|
|
2,375
|
|
||||
Cost of sales
|
|
75,388
|
|
|
88,126
|
|
|
—
|
|
|
163,514
|
|
||||
Restaurant wages and related expenses (1)
|
|
53,624
|
|
|
82,641
|
|
|
—
|
|
|
136,265
|
|
||||
Restaurant rent expense
|
|
7,688
|
|
|
13,907
|
|
|
—
|
|
|
21,595
|
|
||||
Other restaurant operating expenses
|
|
26,825
|
|
|
36,988
|
|
|
—
|
|
|
63,813
|
|
||||
Advertising expense
|
|
5,723
|
|
|
11,068
|
|
|
—
|
|
|
16,791
|
|
||||
General and administrative expense (2)
|
|
21,358
|
|
|
22,512
|
|
|
—
|
|
|
43,870
|
|
||||
Depreciation and amortization
|
|
8,153
|
|
|
10,100
|
|
|
25
|
|
|
18,278
|
|
||||
Pre-opening costs
|
|
1,090
|
|
|
583
|
|
|
—
|
|
|
1,673
|
|
||||
Impairment and other lease charges
|
|
6,035
|
|
|
1,004
|
|
|
—
|
|
|
7,039
|
|
||||
Other (income) expense
|
|
(92
|
)
|
|
—
|
|
|
—
|
|
|
(92
|
)
|
||||
Interest expense
|
|
10,501
|
|
|
13,923
|
|
|
—
|
|
|
24,424
|
|
||||
Income (loss) before taxes
|
|
13,051
|
|
|
(468
|
)
|
|
(27
|
)
|
|
12,556
|
|
||||
Capital expenditures
|
|
17,482
|
|
|
22,355
|
|
|
1,159
|
|
|
40,996
|
|
||||
Identifiable Assets:
|
|
|
|
|
|
|
|
|
||||||||
December 28, 2014
|
|
$
|
177,923
|
|
|
$
|
167,729
|
|
|
$
|
12,304
|
|
|
$
|
357,956
|
|
December 29, 2013
|
|
140,797
|
|
|
169,367
|
|
|
8,621
|
|
|
318,785
|
|
||||
December 30, 2012
|
|
128,593
|
|
|
167,348
|
|
|
7,788
|
|
|
303,729
|
|
|
|
Year Ended
|
||||||||||
|
|
December 28, 2014
|
|
December 29, 2013
|
|
December 30, 2012
|
||||||
Basic and diluted net income per share:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
36,176
|
|
|
$
|
9,257
|
|
|
$
|
8,267
|
|
Less: income allocated to participating securities
|
|
647
|
|
|
264
|
|
|
247
|
|
|||
Net income available to common stockholders
|
|
$
|
35,529
|
|
|
$
|
8,993
|
|
|
$
|
8,020
|
|
|
|
|
|
|
|
|
||||||
Weighted average common shares, basic
|
|
26,293,714
|
|
|
23,271,431
|
|
|
22,890,018
|
|
|||
Restricted stock units
|
|
2,335
|
|
|
—
|
|
|
—
|
|
|||
Weighted average common shares, diluted
|
|
26,296,049
|
|
|
23,271,431
|
|
|
22,890,018
|
|
|||
|
|
|
|
|
|
|
||||||
Basic net income per common share
|
|
$
|
1.35
|
|
|
$
|
0.39
|
|
|
$
|
0.35
|
|
Diluted net income per common share
|
|
$
|
1.35
|
|
|
$
|
0.39
|
|
|
$
|
0.35
|
|
|
Year Ended December 28, 2014
|
|
|||||||||||||||
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
|
|||||||||
Revenue
|
$
|
145,436
|
|
|
$
|
154,185
|
|
|
$
|
155,298
|
|
|
$
|
156,224
|
|
|
|
Income from operations
|
14,735
|
|
|
15,663
|
|
|
15,373
|
|
|
13,596
|
|
|
|||||
Net income
|
8,719
|
|
|
9,314
|
|
|
9,155
|
|
|
8,988
|
|
|
|||||
Basic net income per share
|
$
|
0.33
|
|
|
$
|
0.35
|
|
|
$
|
0.34
|
|
|
$
|
0.34
|
|
|
|
Diluted net income per share
|
$
|
0.33
|
|
|
$
|
0.35
|
|
|
$
|
0.34
|
|
|
$
|
0.34
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Year Ended December 29, 2013
|
|
|||||||||||||||
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
|
|||||||||
Revenue
|
$
|
133,624
|
|
|
$
|
140,880
|
|
|
$
|
140,678
|
|
|
$
|
136,155
|
|
|
|
Income from operations
|
11,499
|
|
|
12,947
|
|
|
12,095
|
|
|
10,965
|
|
|
|||||
Net income (loss)
|
4,799
|
|
|
4,969
|
|
|
5,042
|
|
|
(5,553
|
)
|
(1
|
)
|
||||
Basic net income (loss) per share
|
$
|
0.20
|
|
|
$
|
0.21
|
|
|
$
|
0.21
|
|
|
$
|
(0.22
|
)
|
|
|
Diluted net income (loss) per share
|
$
|
0.20
|
|
|
$
|
0.21
|
|
|
$
|
0.21
|
|
|
$
|
(0.22
|
)
|
|
|
|
Column B
|
|
Column C
|
|
Column D
|
|
Column E
|
|||||||||||
|
|
Balance at
|
|
Charged to
|
Charged to
|
|
|
|
Balance
|
||||||||||
|
|
beginning
|
|
costs and
|
other
|
|
|
|
at end of
|
||||||||||
Description
|
|
of period
|
|
expenses
|
accounts
|
|
Deduction
|
|
period
|
||||||||||
Year Ended December 28, 2014:
|
|
|
|
|
|
|
|
|
|
||||||||||
Deferred income tax valuation allowance
|
|
$
|
516
|
|
|
$
|
494
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,010
|
|
Year Ended December 29, 2013:
|
|
|
|
|
|
|
|
|
|
||||||||||
Deferred income tax valuation allowance
|
|
819
|
|
|
(303
|
)
|
—
|
|
|
—
|
|
|
516
|
|
|||||
Year Ended December 30, 2012:
|
|
|
|
|
|
|
|
|
|
||||||||||
Deferred income tax valuation allowance
|
|
674
|
|
|
145
|
|
—
|
|
|
—
|
|
|
819
|
|
|
|
FIESTA RESTAURANT GROUP, INC.
|
|
|
|
Date:
|
February 19, 2015
|
/
S
/ T
IMOTHY
P. T
AFT
|
|
|
(Signature)
|
|
|
Timothy P. Taft
Chief Executive Officer
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ JACK A. SMITH
|
|
Director and Chairman of the Board of Directors
|
|
February 19, 2015
|
Jack A. Smith
|
|
|
|
|
/s/ TIMOTHY P. TAFT
|
|
Chief Executive Officer, President and Director
|
|
February 19, 2015
|
Timothy P. Taft
|
|
|
|
|
/s/ LYNN S. SCHWEINFURTH
|
|
Senior Vice President, Chief Financial Officer and Treasurer
|
|
February 19, 2015
|
Lynn S. Schweinfurth
|
|
|
|
|
/s/ ANGELA J. NEWELL
|
|
Vice President, Corporate Controller
|
|
February 19, 2015
|
Angela J. Newell
|
|
|
|
|
/s/ BRIAN P. FRIEDMAN
|
|
Director
|
|
February 19, 2015
|
Brian P. Friedman
|
|
|
|
|
/s/ NICHOLAS DARAVIRAS
|
|
Director
|
|
February 19, 2015
|
Nicholas Daraviras
|
|
|
|
|
/s/ STACEY RAUCH
|
|
Director
|
|
February 19, 2015
|
Stacey Rauch
|
|
|
|
|
/s/ BARRY J. ALPERIN
|
|
Director
|
|
February 19, 2015
|
Barry J. Alperin
|
|
|
|
|
/s/ STEPHEN P. ELKER
|
|
Director
|
|
February 19, 2015
|
Stephen P. Elker
|
|
|
|
|
Name
|
|
State of Incorporation or Organization
|
Pollo Franchise, Inc.
|
|
Florida
|
|
|
|
Pollo Operations, Inc.
|
|
Florida
|
|
|
|
Pollo Tropical Management, LLC
|
|
Texas
|
|
|
|
Pollo Tropical Beverages, LLC
|
|
Texas
|
|
|
|
Taco Cabana, Inc.
|
|
Delaware
|
|
|
|
Cabana Grill, Inc.
|
|
Delaware
|
|
|
|
TP Acquisition Corp.
|
|
Texas
|
|
|
|
T.C. Management, Inc.
|
|
Delaware
|
|
|
|
Texas Taco Cabana, L.P.
|
|
Texas
|
|
|
|
Cabana Bevco LLC
|
|
Texas
|
|
|
|
TC Bevco LLC
|
|
Texas
|
|
|
|
Cabana Beverages, Inc.
|
|
Texas
|
|
|
|
TPAQ Holding Corporation
|
|
Delaware
|
Date: February 19, 2015
|
/s/TIMOTHY P. TAFT
|
|
Timothy P. Taft
Chief Executive Officer
|
Date: February 19, 2015
|
/s/LYNN SCHWEINFURTH
|
|
Lynn Schweinfurth
Senior Vice President, Chief Financial Officer and Treasurer
|
/s/ TIMOTHY P. TAFT
|
Timothy P. Taft
|
Chief Executive Officer
|
/s/ LYNN SCHWEINFURTH
|
Lynn Schweinfurth
|
Senior Vice President, Chief Financial Officer and Treasurer
|