Document and Entity Information
Document and Entity Information Document and Entity Information - shares | 9 Months Ended | |
Oct. 03, 2017 | Nov. 06, 2017 | |
Document Information [Line Items] | ||
Entity Registrant Name | NOODLES & COMPANY | |
Entity Central Index Key | 1,275,158 | |
Current Fiscal Year End Date | --01-02 | |
Entity Filer Category | Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Oct. 3, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Common Class A | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 39,596,738 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 1,522,098 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Oct. 03, 2017 | Jan. 03, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 2,088 | $ 1,837 |
Accounts receivable | 2,268 | 5,438 |
Inventories | 9,965 | 11,285 |
Prepaid expenses and other assets | 7,338 | 6,972 |
Income tax receivable | 98 | 256 |
Total current assets | 21,757 | 25,788 |
Property and equipment, net | 155,210 | 173,533 |
Goodwill | 6,400 | 6,400 |
Intangibles, net | 1,586 | 1,715 |
Other assets, net | 2,120 | 2,025 |
Total long-term assets | 165,316 | 183,673 |
Total assets | 187,073 | 209,461 |
Current liabilities: | ||
Accounts payable | 9,718 | 10,601 |
Accrued payroll and benefits | 7,607 | 10,723 |
Accrued expenses and other current liabilities | 21,090 | 27,709 |
Total current liabilities | 38,415 | 49,033 |
Long-term debt, net | 63,861 | 84,676 |
Deferred rent | 38,792 | 44,929 |
Deferred tax liabilities, net | 665 | 435 |
Other long-term liabilities | 9,444 | 4,570 |
Total liabilities | 151,177 | 183,643 |
Stockholders’ equity: | ||
Preferred stock—$0.01 par value, 950,000 shares authorized and undesignated as of October 3, 2017 and 1,000,000 shares authorized and undesignated as of January 3, 2017; zero shares issued and outstanding as of October 3, 2017 and January 3, 2017 | 0 | 0 |
Common stock—$0.01 par value, authorized 180,000,000 shares as of October 3, 2017 and January 3, 2017; 43,542,707 issued and 41,118,836 outstanding as of October 3, 2017 and 30,300,925 issued and 27,877,054 outstanding as of January 3, 2017 | 435 | 303 |
Treasury stock, at cost, 2,423,871 shares as of October 3, 2017 and January 3, 2017 | (35,000) | (35,000) |
Additional paid-in capital | 171,233 | 124,272 |
Accumulated other comprehensive loss | (71) | (51) |
Accumulated deficit | (100,701) | (63,706) |
Total stockholders’ equity | 35,896 | 25,818 |
Total liabilities and stockholders’ equity | 187,073 | 209,461 |
Series A Convertible Preferred Stock | ||
Current liabilities: | ||
Convertible Series A preferred stock—$0.01 par value, 50,000 shares authorized and designated as of October 3, 2017; zero shares issued and outstanding as of October 3, 2017 and zero shares designated, issued or outstanding as of January 3, 2017 | $ 0 | $ 0 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Oct. 03, 2017 | Jan. 03, 2017 |
Temporary equity, shares outstanding (in shares) | 0 | 0 |
Preferred stock, par value (USD per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 950,000 | 1,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (USD per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 180,000,000 | 180,000,000 |
Common stock, shares, issued (in shares) | 43,542,707 | 30,300,925 |
Common stock, shares, outstanding | 41,118,836 | 27,877,054 |
Treasury stock, shares | 2,423,871 | 2,423,871 |
Series A Convertible Preferred Stock | ||
Temporary equity, par value (USD per share) | $ 0.01 | $ 0 |
Temporary equity, shares authorized (in shares) | 50,000 | 0 |
Temporary equity, shares issued (in shares) | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 03, 2017 | Sep. 27, 2016 | Oct. 03, 2017 | Sep. 27, 2016 | |
Revenue: | ||||
Restaurant revenue | $ 113,020 | $ 121,442 | $ 340,175 | $ 354,511 |
Franchising royalties and fees | 1,191 | 1,239 | 3,543 | 3,563 |
Total revenue | 114,211 | 122,681 | 343,718 | 358,074 |
Restaurant operating costs (exclusive of depreciation and amortization shown separately below): | ||||
Cost of sales | 29,955 | 33,112 | 91,640 | 95,465 |
Labor | 36,897 | 40,973 | 112,921 | 117,723 |
Occupancy | 12,709 | 13,792 | 39,340 | 40,794 |
Other restaurant operating costs | 15,811 | 18,470 | 49,152 | 53,958 |
General and administrative | 9,807 | 15,251 | 29,866 | 35,128 |
Depreciation and amortization | 6,183 | 7,006 | 18,729 | 20,983 |
Pre-opening | 69 | 856 | 860 | 2,689 |
Restaurant impairments, closure costs and asset disposals | 10,263 | 2,283 | 35,147 | 14,547 |
Total costs and expenses | 121,694 | 131,743 | 377,655 | 381,287 |
Loss from operations | (7,483) | (9,062) | (33,937) | (23,213) |
Interest expense, net | 893 | 738 | 2,828 | 1,964 |
Loss before income taxes | (8,376) | (9,800) | (36,765) | (25,177) |
(Benefit) provision for income taxes | (41) | 41 | 230 | 1,124 |
Net loss | (8,335) | (9,841) | (36,995) | (26,301) |
Accretion of preferred stock to redemption value | 0 | 0 | (7,967) | 0 |
Net loss attributable to common stockholders | $ (8,335) | $ (9,841) | $ (44,962) | $ (26,301) |
Loss per share of Class A and Class B common stock, combined: | ||||
Basic (USD per share) | $ (0.20) | $ (0.35) | $ (1.23) | $ (0.95) |
Diluted (USD per share) | $ (0.20) | $ (0.35) | $ (1.23) | $ (0.95) |
Weighted average shares of Class A and Class B common stock outstanding, combined: | ||||
Basic (in shares) | 41,109,827 | 27,802,020 | 36,639,382 | 27,786,827 |
Diluted (in shares) | 41,109,827 | 27,802,020 | 36,639,382 | 27,786,827 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 03, 2017 | Sep. 27, 2016 | Oct. 03, 2017 | Sep. 27, 2016 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (8,335) | $ (9,841) | $ (36,995) | $ (26,301) |
Other comprehensive (loss) income: | ||||
Foreign currency translation adjustments | (11) | (24) | (20) | (103) |
Other comprehensive loss | (11) | (24) | (20) | (103) |
Comprehensive loss | $ (8,346) | $ (9,865) | $ (37,015) | $ (26,404) |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Oct. 03, 2017 | Sep. 27, 2016 | |
Operating activities | ||
Net loss | $ (36,995) | $ (26,301) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Depreciation and amortization | 18,729 | 20,983 |
Deferred income taxes | 230 | 1,124 |
Restaurant impairments, closure costs and asset disposals | 28,867 | 12,903 |
Amortization of debt issuance costs | 288 | 91 |
Stock-based compensation | 1,193 | 2,021 |
Gain on insurance proceeds received for property damage | 0 | (416) |
Changes in operating assets and liabilities: | ||
Accounts receivable | 3,142 | 194 |
Inventories | (358) | (717) |
Prepaid expenses and other assets | (460) | (1,315) |
Accounts payable | (1,093) | (3,182) |
Deferred rent | 1,517 | 4,480 |
Income taxes | 158 | 121 |
Accrued expenses and other liabilities | (22,147) | 6,078 |
Net cash (used in) provided by operating activities | (6,929) | 16,064 |
Investing activities | ||
Purchases of property and equipment | (17,468) | (33,784) |
Insurance proceeds received for property damage | 0 | 500 |
Net cash used in investing activities | (17,468) | (33,284) |
Financing activities | ||
Net borrowings from swing line loan | 6,042 | 2,365 |
Proceeds from issuance of long-term debt | 10,532 | 14,900 |
Payments on long-term debt | (37,015) | (1,000) |
Issuance of preferred stock and common stock warrants, net of transaction expenses (see Note 9) | 16,589 | 0 |
Issuance of common stock, net of transaction expenses (see Note 9) | 29,110 | 0 |
Proceeds from exercise of stock options and employee stock purchase plan | 56 | 1,065 |
Debt issuance costs | (662) | (98) |
Net cash provided by financing activities | 24,652 | 17,232 |
Effect of exchange rate changes on cash | (4) | 42 |
Net increase in cash and cash equivalents | 251 | 54 |
Cash and cash equivalents | ||
Beginning of period | 1,837 | 1,912 |
End of period | $ 2,088 | $ 1,966 |
Business Summary and Basis of P
Business Summary and Basis of Presentation | 9 Months Ended |
Oct. 03, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business Summary and Basis of Presentation | Business Summary and Basis of Presentation Business Noodles & Company (the “Company”), a Delaware corporation, develops and operates fast casual restaurants that serve globally inspired noodle and pasta dishes, soups, salads and appetizers. As of October 3, 2017 , the Company had 413 company-owned restaurants and 66 franchise restaurants in 29 states and the District of Columbia. The Company operates its business as one operating and reportable segment. Basis of Presentation The accompanying unaudited condensed consolidated financial statements include the accounts of Noodles & Company and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The accompanying interim unaudited condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements. In the opinion of the Company, all adjustments considered necessary for the fair presentation of the Company’s results of operations, financial position and cash flows for the periods presented have been included and are of a normal, recurring nature. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The results of operations for any interim period are not necessarily indicative of results for the full year. Certain information and footnote disclosures normally included in the Company’s annual consolidated financial statements on Form 10-K have been condensed or omitted. The condensed consolidated balance sheet as of January 3, 2017 was derived from audited financial statements. These financial statements should be read in conjunction with the audited financial statements and the related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 3, 2017 . Fiscal Year The Company operates on a 52- or 53-week fiscal year ending on the Tuesday closest to December 31. Fiscal year 2017 , which ends on January 2, 2018 , contains 52 weeks, and fiscal year 2016 , which ended on January 3, 2017 , contained 53 weeks. The Company’s fiscal quarters each contain 13 operating weeks, with the exception of the fourth quarter of a 53-week fiscal year, which contains 14 operating weeks. The Company’s fiscal quarter that ended October 3, 2017 is referred to as the third quarter of 2017, and the fiscal quarter ended September 27, 2016 is referred to as the third quarter of 2016. Reclassification As of January 3, 2017, the Company changed its presentation on the Condensed Consolidated Statements of Cash Flows of borrowings and repayments from its swing line loan to a net basis. Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation, which had no impact on the net change in cash and cash equivalents or the amount of net cash provided by financing activities for the applicable prior period presented. This reclassification had no effect on reported net loss. Recent Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606),” which supersedes the revenue recognition requirements in Accounting Standards Codification (“ASC”) 605, “Revenue Recognition.” This ASU is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. In August 2015, the FASB issued ASU No. 2015-14, which defers the effective date of the new revenue standard by one year, and would allow entities the option to early adopt the new revenue standard as of the original effective date. There have been multiple standards updates amending this guidance or providing corrections or improvements on issues in the guidance. The Company plans to adopt the new standards using the modified retrospective approach for the fiscal year and quarter beginning January 3, 2018. The Company does not expect the adoption to have an impact on its recognition of revenue from restaurant operations of company-owned restaurants or its recognition of continuing royalty fees from franchisees. The adoption of the new standard will impact the Company’s recognition of revenue from initial fees charged to franchisees. Currently, the Company recognizes revenue from initial franchise fees when it has performed all of its material obligations and initial services, which is generally upon the opening of a franchised restaurant. Upon the adoption of Topic 606, the Company will recognize the revenue related to initial franchise fees over the term of the related franchise agreement, which is generally 20 years. The Company is currently quantifying the impact of adopting this standard and evaluating the impact the adoption of this accounting standard will have on its consolidated financial statements and related disclosures. In February 2016, the FASB issued ASU No. 2016-02, “Leases.” The pronouncement amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheet and making targeted changes to lessor accounting. This pronouncement will be effective for interim and annual periods beginning after December 15, 2018 (the Company’s first quarter of fiscal 2019), with early adoption permitted. The new lease standard requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. The Company believes the adoption of ASU No. 2016-02 will have a significant impact on its consolidated balance sheets by significantly increasing its non-current assets and non-current liabilities in order to record the right of use assets and related lease liabilities for its existing operating leases. The Company is currently evaluating the impact the adoption of this accounting standard will have on its results of operations and cash flows and related disclosures. |
Supplemental Financial Informat
Supplemental Financial Information | 9 Months Ended |
Oct. 03, 2017 | |
Supplemental Financial Information [Abstract] | |
Supplemental Financial Information | Supplemental Financial Information Property and equipment, net, consists of the following (in thousands): October 3, January 3, Leasehold improvements $ 200,249 $ 205,687 Furniture, fixtures and equipment 117,941 120,248 Construction in progress 3,969 8,044 322,159 333,979 Accumulated depreciation and amortization (166,949 ) (160,446 ) $ 155,210 $ 173,533 Accrued expenses and other current liabilities consist of the following (in thousands): October 3, January 3, Gift card liability $ 2,768 $ 3,857 Occupancy related 4,505 2,069 Utilities 1,580 1,753 Data breach liabilities 7,605 11,622 Legal settlement — 3,000 Other accrued expenses 4,632 5,408 $ 21,090 $ 27,709 |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Oct. 03, 2017 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt The Company has a credit facility consisting of a revolving line of credit of $100.0 million , expiring in June 2020. As of October 3, 2017 , the Company had $65.0 million of indebtedness and $3.0 million of letters of credit outstanding under the revolving line of credit. The Company’s ability to borrow funds pursuant to the revolving line of credit is further limited by the requirement that it comply with the revolving line of credit’s financial covenants upon the measurement dates specified therein. These financial covenants include a maximum lease-adjusted leverage ratio and a minimum consolidated fixed charge coverage ratio. The credit agreement also contains other customary covenants, including limitations on additional borrowings, acquisitions, dividend payments and lease commitments. Subsequent to the three quarters ended October 3, 2017, the Company entered into an amendment to its credit facility on November 8, 2017. Among other things, the amendment (i) increases the lease adjusted leverage ratios and decreases the fixed charge coverage ratios, (ii) increases the interest rate margin applicable to the total lease adjusted leverage levels at and above 3.75 :1.00, (iii) adds mandatory prepayments of $2.5 million per quarter beginning with the fourth quarter of 2017, (iv) provides for a maturity date of June 4, 2019, (v) modifies the capital expenditure covenant so that it applies to the capital expenditures and not only growth capital expenditures and permits total capital expenditures of up to $22.0 million in 2017 and $10.0 million per year thereafter, and (vi) makes certain other changes. Borrowings under the agreement as amended bear interest, at the Company’s option, at either (i) LIBOR plus 2.50% to 3.75% , based on the lease-adjusted leverage ratio or (ii) the highest of the following rates plus 1.50% to 2.75% : (a) the federal funds rate plus 0.50% ; (b) the Bank of America prime rate or (c) the one month LIBOR plus 1.00% . The credit facility includes a commitment fee of 0.35% to 0.55% , based on the lease-adjusted leverage ratio, per year on any unused portion of the credit facility. The credit facility bore interest between 3.77% and 6.50% during the first three quarters of 2017 . The Company also maintains outstanding letters of credit to secure obligations under its workers’ compensation program and certain lease obligations. The Company was in compliance with all of its debt covenants as of October 3, 2017 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Oct. 03, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and all other current liabilities approximate their fair values due to their short-term nature. The carrying amounts of borrowings under the credit facility approximate fair value as the line of credit and term borrowings vary with market interest rates and negotiated terms and conditions are consistent with current market rates. The fair value of the Company’s line of credit borrowings is measured using Level 2 inputs. Adjustments to the fair value of non-financial assets measured at fair value on a non-recurring basis as of October 3, 2017 and September 27, 2016 |
Income Taxes
Income Taxes | 9 Months Ended |
Oct. 03, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The following table presents the Company’s (benefit) provision for income taxes (in thousands): Fiscal Quarter Ended Three Fiscal Quarters Ended October 3, September 27, October 3, September 27, (Benefit) provision for income taxes $ (41 ) $ 41 $ 230 $ 1,124 Effective tax rate 0.5 % (0.4 )% (0.6 )% (4.5 )% |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Oct. 03, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation The Company’s Stock Incentive Plan, as amended and restated in May of 2013, authorizes the grant of nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”) and incentive bonuses to employees, officers, nonemployee directors and other service providers. The number of shares of common stock available for issuance pursuant to awards granted under the Stock Incentive Plan on or after the Company’s initial public offering shall not exceed 3,750,500 shares. The following table shows total stock-based compensation expense (in thousands): Fiscal Quarter Ended Three Fiscal Quarters Ended October 3, September 27, October 3, September 27, Stock-based compensation expense $ 248 $ 1,172 $ 1,193 $ 2,021 Capitalized stock-based compensation expense $ 44 $ 47 $ 145 $ 171 Included in stock-based compensation expense in the third quarter of 2016 and in the first three quarters of 2016 is a $0.7 million |
Restaurant Impairment, Closure
Restaurant Impairment, Closure Costs and Asset Disposals Restaurant Impairment, Closure Costs and Asset Disposals | 9 Months Ended |
Oct. 03, 2017 | |
Property, Plant and Equipment Impairment or Disposal [Abstract] | |
Restaurant Impairment, Closure Costs and Asset Disposals | Restaurant Impairments, Closure Costs and Asset Disposals The following table presents restaurant impairments, closure costs and asset disposals (in thousands): Fiscal Quarter Ended Three Fiscal Quarters Ended October 3, September 27, October 3, September 27, Restaurant impairments (1) $ 9,080 $ 79 $ 15,053 $ 10,620 Closure costs (1) 779 642 19,194 1,729 Loss on disposal of assets and other (2) 404 1,562 900 2,198 $ 10,263 $ 2,283 $ 35,147 $ 14,547 _____________________________ (1) Restaurant impairments and closure costs in all periods presented above include amounts related to restaurants previously impaired or closed. (2) Included in loss on disposal of assets and other for both the third quarter of 2016 and first three quarters of 2016 is a $1.1 million charge to reduce capitalized labor and overhead as a result of the reduced growth for new restaurant development. Additionally, the third quarter of 2016 and the first three quarters of 2016 include a $0.4 million gain from insurance proceeds received for property damage in excess of the loss recognized. During the third quarter of 2017, 18 restaurants were identified as impaired, compared to no restaurant impairments during the third quarter of 2016. During the first three quarters of 2017, 31 restaurants were identified as impaired, compared to 12 restaurants impaired during the first three quarters of 2016. Impairment is based on management’s current assessment of the expected future cash flows of a restaurant based on recent results and other specific market factors. Impairment expense is a Level 3 fair value measure and was determined by comparing the carrying value of restaurant assets to the estimated fair market value of the restaurant assets at resale value. The closure costs of $0.8 million recognized during the third quarter of 2017 and $19.2 million during the first three quarters of 2017 are related to the 55 restaurants closed during the first quarter of 2017, as well as ongoing costs of restaurants closed in the fourth quarter of 2015. Additionally, the $19.2 million of closure costs recognized during the first three quarters of 2017 is net of a gain of $3.6 million which was primarily due to adjustments to the liabilities to landlords as lease terminations occurred for 27 of the 55 restaurants closed during the first quarter of 2017. The closure costs of $0.6 million recognized during the third quarter of 2016 and $1.7 million |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 9 Months Ended |
Oct. 03, 2017 | |
Earnings Per Share [Abstract] | |
Loss Per Share | Earnings (Loss) Per Share Basic earnings per share (“EPS”) is calculated by dividing net income (loss) available to common stockholders by the weighted-average number of shares of common stock outstanding during each period. Diluted EPS is calculated using net income (loss) available to common stockholders divided by diluted weighted-average shares of common stock outstanding during each period. Potentially dilutive securities include shares of common stock underlying stock options, warrants and restricted common stock. Diluted EPS considers the impact of potentially dilutive securities except in periods in which there is a loss because the inclusion of the potential common shares would have an anti-dilutive effect. The following table sets forth the computations of basic and diluted EPS (in thousands, except share and per share data): Fiscal Quarter Ended Three Fiscal Quarters Ended October 3, September 27, October 3, September 27, Net loss attributable to common stockholders $ (8,335 ) $ (9,841 ) $ (44,962 ) $ (26,301 ) Shares: Basic weighted average shares outstanding 41,109,827 27,802,020 36,639,382 27,786,827 Effect of dilutive securities — — — — Diluted weighted average shares outstanding 41,109,827 27,802,020 36,639,382 27,786,827 Loss per share: Basic loss per share $ (0.20 ) $ (0.35 ) $ (1.23 ) $ (0.95 ) Diluted loss per share $ (0.20 ) $ (0.35 ) $ (1.23 ) $ (0.95 ) The Company computes the effect of dilutive securities using the treasury stock method and average market prices during the period. Potential common shares are excluded from the computation of diluted earnings (loss) per share when the effect would be anti-dilutive. All potential common shares are anti-dilutive in periods of net loss. The number of shares issuable on the vesting or exercise of share based awards or exercise of outstanding warrants excluded from the calculation of diluted loss per share because the effect of their inclusion would have been anti-dilutive totaled 4,575,537 and 2,813,079 for the third quarters of 2017 and 2016 , respectively, and totaled 7,031,639 and 1,494,700 for first three quarters of 2017 and 2016 |
Stockholder's Equity
Stockholder's Equity | 9 Months Ended |
Oct. 03, 2017 | |
Equity [Abstract] | |
Stockholder's Equity | Stockholders’ Equity Securities Purchase Agreement with L Catterton On February 8, 2017, the Company entered into a securities purchase agreement with L Catterton, pursuant to which the Company agreed, in return for aggregate gross proceeds of $18.5 million , to sell to L Catterton an aggregate of 18,500 shares of preferred stock convertible into 4,252,873 shares of the Company’s Class A common stock, par value $0.01 per share, at a price per share of $1,000 , plus warrants exercisable for five years beginning six months following their issuance for the purchase of 1,913,793 shares of the Company’s Class A common stock, at a price per share of $4.35 (such transactions, collectively, the “private placement”). The proceeds have been, and will continue to be used, in conjunction with cash flow from the Company’s operations and the proceeds received from the transaction with Mill Road (see below), to satisfy existing and anticipated liabilities and to fund, in part, certain capital expenditures related to business initiatives in its company-owned restaurants. Any remaining proceeds are expected to be used for general corporate purposes. The funding of the private placement occurred on February 9, 2017 and the net proceeds from the transaction were $16.6 million , after $1.9 million of transaction expenses. The Company determined that the preferred stock was more akin to an equity security than debt primarily because the preferred stock was contingently redeemable upon the occurrence of an event that was outside of the Company’s control. The proceeds were allocated between the three features of the private placement: the warrants, the embedded beneficial conversion feature in the preferred stock, and the preferred stock itself. The fair values of the warrants of $3.1 million and the embedded beneficial conversion feature of $3.1 million were recorded as a discount against the stated value of the preferred stock on the date of issuance. The fair value of the warrants was estimated using a Black-Scholes option pricing model which is a Level 2 estimate of fair value. This discount is amortized, using the interest method, and treated as a deemed dividend through the date of conversion, which results in the accretion of the preferred stock to its full redemption value. On April 5, 2017, the Company delivered a notice to L Catterton of its election to exercise the conversion option with respect to the Series A Convertible Preferred Stock. The terms of the preferred stock provided that the Company could, at its option upon the satisfaction of certain conditions, cause all outstanding shares of preferred stock to be automatically converted into the Company’s Class A common stock. The conversion of the preferred stock into 4,252,873 shares of the Company’s Class A Common Stock occurred on April 12, 2017. After the conversion, no shares of preferred stock are outstanding. At the conversion date, all unamortized discounts were recognized immediately as a deemed dividend, which increased the net loss attributable to common stockholders. The amortized discount was $8.0 million for the three quarters ending October 3, 2017. Securities Purchase Agreement with Mill Road Capital On March 13, 2017, the Company entered into a securities purchase agreement with Mill Road Capital II, L.P. (“Mill Road”), pursuant to which the Company agreed, in return for aggregate gross proceeds of $31.5 million , to issue to Mill Road an aggregate of 8,873,240 shares of its Class A common stock, par value $0.01 per share, at a price per share of $3.55 , which was equal to the closing sale price for the Company’s Class A common stock on March 10, 2017. On April 3, 2017, such shares were issued and the funding of the private placement occurred. The net proceeds from the transaction were $29.1 million during the first three quarters ended October 3, 2017, after $2.4 million |
Supplemental Disclosures to Con
Supplemental Disclosures to Condensed Consolidated Statements of Cash Flows | 9 Months Ended |
Oct. 03, 2017 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Disclosures to Condensed Consolidated Statements of Cash Flows | Supplemental Disclosures to Condensed Consolidated Statements of Cash Flows The following table presents the supplemental disclosures to the Condensed Consolidated Statements of Cash Flows for the three quarters ended October 3, 2017 and September 27, 2016 (in thousands): October 3, September 27, Interest paid (net of amounts capitalized) $ 3,028 $ 1,983 Income taxes refunded (158 ) (121 ) Changes in purchases of property and equipment accrued in accounts payable, net (2,144 ) (2,014 ) Conversion of Series A convertible preferred stock to common stock 18,500 — |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Oct. 03, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Data Security Incident Overview On June 28, 2016, the Company announced that a data security incident compromised the security of the payment information of some customers who used debit or credit cards at certain Noodles & Company locations between January 31, 2016 and June 2, 2016. The malware involved in the incident has been removed, and the Company believes that it no longer poses a risk to credit or debit cards currently being used at affected locations. The Company continues to implement additional security procedures to further secure customers’ debit and credit card information. Card Company Assessments In the fourth quarter of 2016, the Company recorded a charge of $10.6 million for estimated losses, at the low end of an estimated range, associated with claims and anticipated claims by payment card companies for non-ordinary course operating expenses, card issuer losses and card replacement costs for which it expects to be liable (the “Data Breach Liabilities”). However, the Company may ultimately be subject to Data Breach Liabilities that are up to $5.5 million greater than that amount. The Company has used and intends to use a portion of the net proceeds of the private placement transactions entered into with L Catterton and Mill Road (both discussed in Note 9, Stockholders’ Equity) to fund the Data Breach Liabilities. Data Security Litigation In addition to claims by payment card companies with respect to the data security incident, the Company was a defendant in a purported class action lawsuit in the United States District Court for the District of Colorado (the “Court”), Selco Community Credit Union vs. Noodles & Company, alleging that the Company negligently failed to provide adequate security to protect the payment card information of customers of the plaintiffs and those of other similarly situated credit unions, banks and other financial institutions alleged to be part of the putative class, causing those institutions to suffer financial losses (the “Selco Litigation”). The complaint in the Selco Litigation also claimed the Company was negligent per se based on alleged violations of Section 5 of the Federal Trade Commission Act and sought monetary damages, injunctive relief and attorneys’ fees. On July 21, 2017, the Court granted a Motion to Dismiss in the Selco Litigation in favor of the Company. A notice of appeal of the dismissal was filed on August 15, 2017. Subsequent to the three quarters ended October 3, 2017, on November 2, 2017 a mediation was held and a settlement, which will be funded entirely by insurance proceeds, was reached, which will result in a dismissal of the appeal and a resolution of the Selco Litigation. Fees and Costs The Company has incurred fees and costs associated with this data security incident, including legal fees, investigative fees, other professional fees and costs of communications with customers. The Company expects to continue to incur significant fees and costs associated with the data security incident in future periods, consisting primarily of liabilities to a payment card company that are not covered by insurance for which the Company has already recorded a charge of $10.6 million (see Note 2, Supplemental Financial Information). Insurance Coverage As discussed above, to limit its exposure to losses arising from matters such as the data security incident, the Company maintained at the time of the incident and continues to maintain data privacy liability insurance coverage. This coverage, and certain other customary business insurance coverage, has reduced the Company’s exposure related to the data security incident. General It is possible that losses associated with the data security incident could have a material adverse effect on the Company’s results of operations in future periods. The Company will continue to evaluate information as it becomes known and will record an estimate for additional losses at the time or times when it is probable that an additional loss, if any, will be incurred and the amount of any such loss is reasonably estimable. Delaware Gift Card Litigation As previously disclosed in prior reports filed with the SEC, the Company is named as a defendant in an action filed in the Superior Court of Delaware in New Castle County (the “Court”), entitled The State of Delaware, William French v. Card Compliant, LLC, et. al . The case was filed under seal in June 2013 and was unsealed on March 26, 2014. The complaint in this case alleges that a number of large retailers and restaurant companies, including the Company, knowingly refused to fulfill obligations under Delaware’s Abandoned Property Law by failing to report and deliver “unclaimed gift card funds” to the State of Delaware, and knowingly made, used or caused to be made or used, false statements and records to conceal, avoid or decrease an obligation to pay or transmit money to Delaware in violation of the Delaware False Claims and Reporting Act. The complaint seeks an order that the Company cease and desist from violating the Delaware Abandoned Property Law, monetary damages (including treble damages under the False Claims and Reporting Act), penalties, and attorneys’ fees and costs. On November 23, 2015, the Court ruled on a motion to dismiss the complaint. While the Court granted the motion to dismiss with respect to a claim alleging that the defendants intended to defraud the government or willfully concealed property owed to the government and for which a certificate or receipt was provided, it did not dismiss the other claims alleging that the defendants knowingly made false statements to avoid transmitting money to the government. The trial date with respect to this matter is set for May 21, 2018. The defendants have filed a motion for summary judgment in the case. A motion and supplemental motion for summary judgment have been filed on behalf of the Company. Oral argument on the motion for summary judgment is set for November 8, 2017. In 2015 the Company recorded a loss contingency accrual based on a reasonable estimate of the probable losses that might arise from this matter; this loss contingency accrual did not have a material effect on our results of operations. However, the Company may ultimately be subject to greater losses resulting from the litigation. The Company intends to continue to vigorously defend this action. Other Matters |
Business Summary and Basis of18
Business Summary and Basis of Presentation (Policies) | 9 Months Ended |
Oct. 03, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business and Basis of Presentation | Business Noodles & Company (the “Company”), a Delaware corporation, develops and operates fast casual restaurants that serve globally inspired noodle and pasta dishes, soups, salads and appetizers. As of October 3, 2017 , the Company had 413 company-owned restaurants and 66 franchise restaurants in 29 states and the District of Columbia. The Company operates its business as one operating and reportable segment. Basis of Presentation The accompanying unaudited condensed consolidated financial statements include the accounts of Noodles & Company and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The accompanying interim unaudited condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements. In the opinion of the Company, all adjustments considered necessary for the fair presentation of the Company’s results of operations, financial position and cash flows for the periods presented have been included and are of a normal, recurring nature. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The results of operations for any interim period are not necessarily indicative of results for the full year. Certain information and footnote disclosures normally included in the Company’s annual consolidated financial statements on Form 10-K have been condensed or omitted. The condensed consolidated balance sheet as of January 3, 2017 was derived from audited financial statements. These financial statements should be read in conjunction with the audited financial statements and the related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 3, 2017 |
Fiscal year | Fiscal Year The Company operates on a 52- or 53-week fiscal year ending on the Tuesday closest to December 31. Fiscal year 2017 , which ends on January 2, 2018 , contains 52 weeks, and fiscal year 2016 , which ended on January 3, 2017 , contained 53 weeks. The Company’s fiscal quarters each contain 13 operating weeks, with the exception of the fourth quarter of a 53-week fiscal year, which contains 14 operating weeks. The Company’s fiscal quarter that ended October 3, 2017 is referred to as the third quarter of 2017, and the fiscal quarter ended September 27, 2016 is referred to as the third |
Reclassification | Reclassification As of January 3, 2017, the Company changed its presentation on the Condensed Consolidated Statements of Cash Flows of borrowings and repayments from its swing line loan to a net basis. Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation, which had no impact on the net change in cash and cash equivalents or the amount of net cash provided by financing activities for the applicable prior period presented. This reclassification had no effect on reported net loss. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606),” which supersedes the revenue recognition requirements in Accounting Standards Codification (“ASC”) 605, “Revenue Recognition.” This ASU is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. In August 2015, the FASB issued ASU No. 2015-14, which defers the effective date of the new revenue standard by one year, and would allow entities the option to early adopt the new revenue standard as of the original effective date. There have been multiple standards updates amending this guidance or providing corrections or improvements on issues in the guidance. The Company plans to adopt the new standards using the modified retrospective approach for the fiscal year and quarter beginning January 3, 2018. The Company does not expect the adoption to have an impact on its recognition of revenue from restaurant operations of company-owned restaurants or its recognition of continuing royalty fees from franchisees. The adoption of the new standard will impact the Company’s recognition of revenue from initial fees charged to franchisees. Currently, the Company recognizes revenue from initial franchise fees when it has performed all of its material obligations and initial services, which is generally upon the opening of a franchised restaurant. Upon the adoption of Topic 606, the Company will recognize the revenue related to initial franchise fees over the term of the related franchise agreement, which is generally 20 years. The Company is currently quantifying the impact of adopting this standard and evaluating the impact the adoption of this accounting standard will have on its consolidated financial statements and related disclosures. In February 2016, the FASB issued ASU No. 2016-02, “Leases.” The pronouncement amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheet and making targeted changes to lessor accounting. This pronouncement will be effective for interim and annual periods beginning after December 15, 2018 (the Company’s first quarter of fiscal 2019), with early adoption permitted. The new lease standard requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. The Company believes the adoption of ASU No. 2016-02 will have a significant impact on its consolidated balance sheets by significantly increasing its non-current assets and non-current liabilities in order to record the right of use assets and related lease liabilities for its existing operating leases. The Company is currently evaluating the impact the adoption of this accounting standard will have on its results of operations and cash flows and related disclosures. |
Supplemental Financial Inform19
Supplemental Financial Information (Tables) | 9 Months Ended |
Oct. 03, 2017 | |
Supplemental Financial Information [Abstract] | |
Schedule of Property and Equipment | Property and equipment, net, consists of the following (in thousands): October 3, January 3, Leasehold improvements $ 200,249 $ 205,687 Furniture, fixtures and equipment 117,941 120,248 Construction in progress 3,969 8,044 322,159 333,979 Accumulated depreciation and amortization (166,949 ) (160,446 ) $ 155,210 $ 173,533 |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consist of the following (in thousands): October 3, January 3, Gift card liability $ 2,768 $ 3,857 Occupancy related 4,505 2,069 Utilities 1,580 1,753 Data breach liabilities 7,605 11,622 Legal settlement — 3,000 Other accrued expenses 4,632 5,408 $ 21,090 $ 27,709 |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Oct. 03, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Provision for Income Taxes | The following table presents the Company’s (benefit) provision for income taxes (in thousands): Fiscal Quarter Ended Three Fiscal Quarters Ended October 3, September 27, October 3, September 27, (Benefit) provision for income taxes $ (41 ) $ 41 $ 230 $ 1,124 Effective tax rate 0.5 % (0.4 )% (0.6 )% (4.5 )% |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Oct. 03, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-based compensation expense | The following table shows total stock-based compensation expense (in thousands): Fiscal Quarter Ended Three Fiscal Quarters Ended October 3, September 27, October 3, September 27, Stock-based compensation expense $ 248 $ 1,172 $ 1,193 $ 2,021 Capitalized stock-based compensation expense $ 44 $ 47 $ 145 $ 171 Included in stock-based compensation expense in the third quarter of 2016 and in the first three quarters of 2016 is a $0.7 million |
Restaurant Impairment, Closur22
Restaurant Impairment, Closure Costs and Asset Disposals Restaurant Impairment, Closure Costs and Asset Disposals (Tables) | 9 Months Ended |
Oct. 03, 2017 | |
Property, Plant and Equipment Impairment or Disposal [Abstract] | |
Impaired Assets to be Disposed of by Method Other than Sale | The following table presents restaurant impairments, closure costs and asset disposals (in thousands): Fiscal Quarter Ended Three Fiscal Quarters Ended October 3, September 27, October 3, September 27, Restaurant impairments (1) $ 9,080 $ 79 $ 15,053 $ 10,620 Closure costs (1) 779 642 19,194 1,729 Loss on disposal of assets and other (2) 404 1,562 900 2,198 $ 10,263 $ 2,283 $ 35,147 $ 14,547 _____________________________ (1) Restaurant impairments and closure costs in all periods presented above include amounts related to restaurants previously impaired or closed. (2) Included in loss on disposal of assets and other for both the third quarter of 2016 and first three quarters of 2016 is a $1.1 million charge to reduce capitalized labor and overhead as a result of the reduced growth for new restaurant development. Additionally, the third quarter of 2016 and the first three quarters of 2016 include a $0.4 million gain from insurance proceeds received for property damage in excess of the loss recognized. |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 9 Months Ended |
Oct. 03, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Loss Per Share | The following table sets forth the computations of basic and diluted EPS (in thousands, except share and per share data): Fiscal Quarter Ended Three Fiscal Quarters Ended October 3, September 27, October 3, September 27, Net loss attributable to common stockholders $ (8,335 ) $ (9,841 ) $ (44,962 ) $ (26,301 ) Shares: Basic weighted average shares outstanding 41,109,827 27,802,020 36,639,382 27,786,827 Effect of dilutive securities — — — — Diluted weighted average shares outstanding 41,109,827 27,802,020 36,639,382 27,786,827 Loss per share: Basic loss per share $ (0.20 ) $ (0.35 ) $ (1.23 ) $ (0.95 ) Diluted loss per share $ (0.20 ) $ (0.35 ) $ (1.23 ) $ (0.95 ) |
Supplemental Disclosures to C24
Supplemental Disclosures to Condensed Consolidated Statements of Cash Flows (Tables) | 9 Months Ended |
Oct. 03, 2017 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Disclosures to the Consolidated Statements of Cash Flows | The following table presents the supplemental disclosures to the Condensed Consolidated Statements of Cash Flows for the three quarters ended October 3, 2017 and September 27, 2016 (in thousands): October 3, September 27, Interest paid (net of amounts capitalized) $ 3,028 $ 1,983 Income taxes refunded (158 ) (121 ) Changes in purchases of property and equipment accrued in accounts payable, net (2,144 ) (2,014 ) Conversion of Series A convertible preferred stock to common stock 18,500 — |
Business Summary and Basis of25
Business Summary and Basis of Presentation (Details) | 9 Months Ended |
Oct. 03, 2017segmentrestaurantstate | |
Franchisor Disclosure [Line Items] | |
Number of states with operations | state | 29 |
Number of operating segments | segment | 1 |
Number of reportable segments | segment | 1 |
Company-Owned [Member] | |
Franchisor Disclosure [Line Items] | |
Number of restaurants | restaurant | 413 |
Franchise [Member] | |
Franchisor Disclosure [Line Items] | |
Number of restaurants | restaurant | 66 |
Supplemental Financial Inform26
Supplemental Financial Information (Details) - USD ($) $ in Thousands | Oct. 03, 2017 | Jan. 03, 2017 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 322,159 | $ 333,979 |
Accumulated depreciation and amortization | (166,949) | (160,446) |
Property and equipment, net | 155,210 | 173,533 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 200,249 | 205,687 |
Furniture, Fixtures, and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 117,941 | 120,248 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 3,969 | $ 8,044 |
Supplemental Financial Inform27
Supplemental Financial Information - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Oct. 03, 2017 | Jan. 03, 2017 |
Supplemental Financial Information [Abstract] | ||
Gift card liability | $ 2,768 | $ 3,857 |
Occupancy related | 4,505 | 2,069 |
Utilities | 1,580 | 1,753 |
Data breach liabilities | 7,605 | 11,622 |
Legal settlement | 0 | 3,000 |
Legal settlement | 4,632 | 5,408 |
Accrued liabilities, current | $ 21,090 | $ 27,709 |
Long-Term Debt (Details)
Long-Term Debt (Details) | Nov. 08, 2017 | Oct. 03, 2017USD ($) | Jan. 02, 2018USD ($) | Jun. 04, 2019USD ($) |
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity | $ 100,000,000 | |||
Amount outstanding | 65,000,000 | |||
Letters of credit outstanding | $ 3,000,000 | |||
Minimum [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Interest rate | 3.77% | |||
Maximum [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Interest rate | 6.50% | |||
Subsequent Event | Line of Credit [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Negative covenant ratio | 3.75 | |||
Subsequent Event | Minimum [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.35% | |||
Subsequent Event | Maximum [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.55% | |||
Subsequent Event | London Interbank Offered Rate (LIBOR) [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Debt Instrument, Description of Variable Rate Basis | LIBOR | |||
Subsequent Event | Secondary Rates, One-Month LIBOR [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | |||
Subsequent Event | Secondary Rates, One-Month LIBOR [Member] | Minimum [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Debt Instrument, Basis Spread on Variable Rate | 2.50% | |||
Subsequent Event | Secondary Rates, One-Month LIBOR [Member] | Maximum [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Debt Instrument, Basis Spread on Variable Rate | 3.75% | |||
Subsequent Event | Secondary Rates [Member] | Minimum [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Debt Instrument, Basis Spread on Variable Rate | 1.50% | |||
Subsequent Event | Secondary Rates [Member] | Maximum [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Debt Instrument, Basis Spread on Variable Rate | 2.75% | |||
Subsequent Event | Secondary Rates, Federal Funds [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Debt Instrument, Basis Spread on Variable Rate | 0.50% | |||
Scenario, Forecast | Line of Credit [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Mandatory prepayments | $ 2,500,000 | |||
Capital expenditures (up to) | $ 22,000,000 | $ 10,000,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 03, 2017 | Sep. 27, 2016 | Oct. 03, 2017 | Sep. 27, 2016 | |
Income Tax Disclosure [Abstract] | ||||
(Benefit) provision for income taxes | $ (41) | $ 41 | $ 230 | $ 1,124 |
Effective tax rate | 0.50% | (0.40%) | (0.60%) | (4.50%) |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Oct. 03, 2017 | Sep. 27, 2016 | Oct. 03, 2017 | Sep. 27, 2016 | May 31, 2013 | |
IPO [Member] | |||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||||
Maximum shares reserved for issuance | 3,750,500 | ||||
Employee Stock Option [Member] | |||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||||
Allocated Share-based Compensation Expense | $ 248 | $ 1,172 | $ 1,193 | $ 2,021 | |
Capitalized stock based compensation expense | $ 44 | 47 | $ 145 | $ 171 | |
Kevin Reddy | |||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||||
Allocated Share-based Compensation Expense | $ 700 |
Restaurant Impairment, Closur31
Restaurant Impairment, Closure Costs and Asset Disposals Restaurant Impairment, Closure Costs and Asset Disposals (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Oct. 03, 2017USD ($)restaurant | Apr. 04, 2017restaurant | Sep. 27, 2016USD ($) | Oct. 03, 2017USD ($)restaurant | Sep. 27, 2016USD ($)restaurant | |
Property, Plant and Equipment Impairment or Disposal [Abstract] | |||||
Restaurant impairments | $ 9,080 | $ 79 | $ 15,053 | $ 10,620 | |
Closure costs | 779 | 642 | 19,194 | 1,729 | |
Loss on disposal of assets and other | 404 | 1,562 | 900 | 2,198 | |
Asset Disposals, Closure Costs and Restaurant Impairments | $ 10,263 | 2,283 | $ 35,147 | 14,547 | |
Charge to reduce capitalized labor and overhead | 1,100 | 1,100 | |||
Gain from insurance proceeds | 400 | $ 400 | |||
Number of restaurants impaired during the comparable periods | restaurant | 18 | 31 | 12 | ||
Number of restaurants closed | restaurant | 55 | ||||
Impairment closure costs and other | $ 800 | $ 600 | $ 19,200 | $ 1,700 | |
Gain due to adjustments to liabilities | $ 3,600 | ||||
Number of restaurant leases terminated with landlords | restaurant | 27 |
Earnings (Loss) Per Share (Deta
Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Oct. 03, 2017 | Sep. 27, 2016 | Oct. 03, 2017 | Sep. 27, 2016 | Jan. 03, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Document Period End Date | Oct. 3, 2017 | ||||
Net Income (Loss) Available to Common Stockholders, Basic | $ (8,335) | $ (9,841) | $ (44,962) | $ (26,301) | |
Net loss | $ (8,335) | $ (9,841) | $ (36,995) | $ (26,301) | |
Shares: | |||||
Basic weighted average shares outstanding (in shares) | 41,109,827 | 27,802,020 | 36,639,382 | 27,786,827 | |
Effect of dilutive securities (in shares) | 0 | 0 | 0 | 0 | |
Diluted weighted average number of shares outstanding (in shares) | 41,109,827 | 27,802,020 | 36,639,382 | 27,786,827 | |
Loss per share: | |||||
Basic loss per share (USD per share) | $ (0.20) | $ (0.35) | $ (1.23) | $ (0.95) | |
Diluted loss per share (USD per share) | $ (0.20) | $ (0.35) | $ (1.23) | $ (0.95) | |
Preferred stock, shares issued (in shares) | 0 | 0 | 0 | ||
Antidilutive securities excluded from computation of earnings per share | 4,575,537 | 2,813,079 | 7,031,639 | 1,494,700 |
Stockholder's Equity - Narrativ
Stockholder's Equity - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | Apr. 03, 2017 | Mar. 13, 2017 | Feb. 09, 2017 | Feb. 08, 2017 | Oct. 03, 2017 | Apr. 12, 2017 | Jan. 03, 2017 |
Class of Stock [Line Items] | |||||||
Preferred stock, shares issued (in shares) | 0 | 0 | |||||
Common stock, par value (USD per share) | $ 0.01 | $ 0.01 | |||||
L Catterton | |||||||
Class of Stock [Line Items] | |||||||
Net proceeds from issuance of private placement | $ 16.6 | ||||||
Transaction expenses | $ 1.9 | ||||||
Mill Road Capital II, L.P. | |||||||
Class of Stock [Line Items] | |||||||
Net proceeds from issuance of private placement | $ 29.1 | ||||||
Transaction expenses | $ 2.4 | ||||||
Mill Road Capital II, L.P. | Common Class A | |||||||
Class of Stock [Line Items] | |||||||
Common stock, shares, issued (in shares) | 8,873,240 | ||||||
Fair Value, Inputs, Level 2 | L Catterton | |||||||
Class of Stock [Line Items] | |||||||
Fair value of warrants | $ 3.1 | ||||||
Embedded beneficiary conversion | $ 3.1 | ||||||
Discount on convertible preferred stock | $ 8 | ||||||
Common Stock | L Catterton | Common Class A | |||||||
Class of Stock [Line Items] | |||||||
Convertible preferred stock, shares issued upon conversion (in shares) | 4,252,873 | 4,252,873 | |||||
Common stock, par value (USD per share) | $ 0.01 | ||||||
Price per share (in dollars per share) | $ 1,000 | ||||||
Common Stock | Mill Road Capital II, L.P. | Common Class A | |||||||
Class of Stock [Line Items] | |||||||
Common stock, par value (USD per share) | $ 0.01 | ||||||
Price per share (in dollars per share) | $ 3.55 | ||||||
Preferred Stock | L Catterton | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock, shares issued (in shares) | 18,500 | ||||||
Proceeds from issuance of private placement | $ 18.5 | ||||||
Preferred Stock | Mill Road Capital II, L.P. | |||||||
Class of Stock [Line Items] | |||||||
Proceeds from issuance of private placement | $ 31.5 | ||||||
Common Stock | Warrant | L Catterton | |||||||
Class of Stock [Line Items] | |||||||
Number of securities called by each warrant or right (in shares) | 1,913,793 | ||||||
Exercise price of warrants or rights (in USD per share) | $ 4.35 |
Supplemental Disclosures to C34
Supplemental Disclosures to Condensed Consolidated Statements of Cash Flows (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Oct. 03, 2017 | Sep. 27, 2016 | |
Class of Stock [Line Items] | ||
Interest paid (net of amounts capitalized) | $ 3,028 | $ 1,983 |
Income taxes refunded | (158) | (121) |
Changes in purchases of property and equipment accrued in accounts payable, net | 2,144 | 2,014 |
Common Stock | Common Class A | ||
Class of Stock [Line Items] | ||
Conversion of Series A convertible preferred stock to common stock | $ 18,500 | $ 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | Jan. 03, 2017USD ($) |
Minimum [Member] | |
Loss Contingencies [Line Items] | |
Estimate of possible loss | $ 10.6 |
Maximum [Member] | |
Loss Contingencies [Line Items] | |
Estimate of possible loss | $ 5.5 |