Document and Entity Information
Document and Entity Information - shares | 8 Months Ended | |
Sep. 06, 2016 | Oct. 17, 2016 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 6, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | TACO | |
Entity Registrant Name | Del Taco Restaurants, Inc. | |
Entity Central Index Key | 1,585,583 | |
Current Fiscal Year End Date | --01-03 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 39,153,003 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - Successor [Member] - USD ($) $ in Thousands | Sep. 06, 2016 | Dec. 29, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 11,603 | $ 10,194 |
Accounts and other receivables, net | 3,194 | 3,220 |
Inventories | 2,510 | 2,806 |
Prepaid expenses and other current assets | 5,244 | 3,545 |
Total current assets | 22,551 | 19,765 |
Property and equipment, net | 122,982 | 114,030 |
Goodwill | 319,526 | 318,275 |
Trademarks | 220,300 | 220,300 |
Intangible assets, net | 25,903 | 28,373 |
Other assets, net | 3,308 | 2,829 |
Total assets | 714,570 | 703,572 |
Current liabilities: | ||
Accounts payable | 17,133 | 16,831 |
Other accrued liabilities | 36,294 | 32,897 |
Current portion of capital lease obligations and deemed landlord financing liabilities | 1,639 | 1,725 |
Total current liabilities | 55,066 | 51,453 |
Long-term debt, capital lease obligations and deemed landlord financing liabilities, excluding current portion, net | 169,107 | 167,968 |
Deferred income taxes | 86,323 | 79,523 |
Other non-current liabilities | 33,400 | 36,251 |
Total liabilities | 343,896 | 335,195 |
Commitments and contingencies | ||
Shareholders’ equity: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding | 0 | 0 |
Common stock, $0.0001 par value; 400,000,000 shares authorized; 39,365,513 shares issued and outstanding at September 6, 2016; 38,802,425 shares issued and outstanding at December 29, 2015 | 4 | 4 |
Additional paid-in capital | 361,805 | 372,260 |
Accumulated other comprehensive loss | (122) | 0 |
Retained earnings (accumulated deficit) | 8,987 | (3,887) |
Total shareholders’ equity | 370,674 | 368,377 |
Total liabilities and shareholders’ equity | $ 714,570 | $ 703,572 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - Successor [Member] - $ / shares | Sep. 06, 2016 | Dec. 29, 2015 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 400,000,000 | 400,000,000 |
Common stock, shares issued (in shares) | 39,365,513 | 38,802,425 |
Common stock, shares outstanding (in shares) | 39,365,513 | 38,802,425 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | Jun. 30, 2015 | Sep. 08, 2015 | Sep. 06, 2016 | Jun. 30, 2015 | Sep. 06, 2016 |
Successor [Member] | |||||
Revenue: | |||||
Company restaurant sales | $ 78,874 | $ 100,173 | $ 289,640 | ||
Franchise revenue | 2,694 | 3,686 | 10,591 | ||
Franchise sublease income | 467 | 560 | 1,617 | ||
Total revenue | 82,035 | 104,419 | 301,848 | ||
Restaurant operating expenses: | |||||
Food and paper costs | 22,567 | 27,574 | 80,061 | ||
Labor and related expenses | 23,512 | 30,748 | 90,781 | ||
Occupancy and other operating expenses | 17,024 | 20,911 | 60,560 | ||
General and administrative | 5,824 | 8,566 | 25,072 | ||
Depreciation and amortization | 4,147 | 5,157 | 16,175 | ||
Occupancy and other - franchise subleases | 437 | 521 | 1,534 | ||
Pre-opening costs | 41 | 94 | 222 | ||
Restaurant closure charges, net | 19 | (133) | (121) | ||
Loss on disposal of assets | 1 | 54 | 191 | ||
Total operating expenses | 73,572 | 93,492 | 274,475 | ||
Income from operations | 8,463 | 10,927 | 27,373 | ||
Other expenses: | |||||
Interest expense | 1,725 | 1,412 | 4,289 | ||
Transaction-related costs | 11,978 | 490 | 681 | ||
Debt modification costs | 78 | 0 | 0 | ||
Change in fair value of warrant liability | 0 | 0 | |||
Total other expenses | 13,781 | 1,902 | 4,970 | ||
Income (loss) from operations before provision (benefit) for income taxes | (5,318) | 9,025 | 22,403 | ||
Provision (benefit) for income taxes | (3,132) | 4,076 | 9,529 | ||
Net income (loss) | (2,186) | 4,949 | 12,874 | ||
Other comprehensive loss: | |||||
Change in fair value of interest rate cap | 0 | (122) | (122) | ||
Reclassification of interest rate cap amortization included in net income (loss) | 0 | 0 | |||
Total other comprehensive loss | 0 | (122) | (122) | ||
Comprehensive income (loss) | $ (2,186) | $ 4,827 | $ 12,752 | ||
Earnings (loss) per share: | |||||
Basic (in dollars per share) | $ (0.06) | $ 0.13 | $ 0.33 | ||
Diluted (in dollars per share) | $ (0.06) | $ 0.13 | $ 0.33 | ||
Weighted-average shares outstanding | |||||
Basic (in shares) | 38,802,425 | 38,465,064 | 38,518,431 | ||
Diluted (in shares) | 38,802,425 | 38,688,961 | 38,682,273 | ||
Predecessor [Member] | |||||
Revenue: | |||||
Company restaurant sales | $ 15,891 | $ 200,676 | |||
Franchise revenue | 546 | 6,693 | |||
Franchise sublease income | 95 | 1,183 | |||
Total revenue | 16,532 | 208,552 | |||
Restaurant operating expenses: | |||||
Food and paper costs | 4,607 | 57,447 | |||
Labor and related expenses | 4,712 | 61,120 | |||
Occupancy and other operating expenses | 3,653 | 43,611 | |||
General and administrative | 1,004 | 14,850 | |||
Depreciation and amortization | 664 | 8,252 | |||
Occupancy and other - franchise subleases | 87 | 1,109 | |||
Pre-opening costs | 28 | 276 | |||
Restaurant closure charges, net | 0 | 94 | |||
Loss on disposal of assets | 84 | 99 | |||
Total operating expenses | 14,839 | 186,858 | |||
Income from operations | 1,693 | 21,694 | |||
Other expenses: | |||||
Interest expense | 664 | 11,491 | |||
Transaction-related costs | 61 | 7,255 | |||
Debt modification costs | 1 | 139 | |||
Change in fair value of warrant liability | (35) | ||||
Total other expenses | 726 | 18,850 | |||
Income (loss) from operations before provision (benefit) for income taxes | 967 | 2,844 | |||
Provision (benefit) for income taxes | (1,449) | 740 | |||
Net income (loss) | 2,416 | 2,104 | |||
Other comprehensive loss: | |||||
Change in fair value of interest rate cap | (1) | (24) | |||
Reclassification of interest rate cap amortization included in net income (loss) | 58 | ||||
Total other comprehensive loss | (1) | 34 | |||
Comprehensive income (loss) | $ 2,415 | $ 2,138 | |||
Earnings (loss) per share: | |||||
Basic (in dollars per share) | $ 0.36 | $ 0.38 | |||
Diluted (in dollars per share) | $ 0.36 | $ 0.37 | |||
Weighted-average shares outstanding | |||||
Basic (in shares) | 6,707,776 | 5,492,417 | |||
Diluted (in shares) | 6,707,776 | 5,610,859 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | Jun. 30, 2015 | Sep. 08, 2015 | Jun. 30, 2015 | Sep. 06, 2016 | Sep. 08, 2015 |
Successor [Member] | |||||
Operating activities | |||||
Net income (loss) | $ (2,186) | $ 12,874 | |||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||||
Depreciation and amortization | 4,289 | 16,175 | |||
Amortization of favorable and unfavorable lease assets and liabilities, net | (142) | (420) | |||
Amortization of deferred financing costs and debt discount | 37 | 267 | |||
Subordinated note interest paid-in-kind | 0 | 0 | |||
Debt modification costs | 78 | 0 | |||
Stock-based compensation | 146 | 2,630 | |||
Change in fair value of warrant liability | 0 | 0 | |||
Deferred income taxes | 0 | 6,019 | |||
Loss on disposal of assets | 1 | 191 | |||
Restaurant closure charges | 0 | (403) | |||
Changes in operating assets and liabilities: | |||||
Accounts and other receivables, net | 938 | 26 | |||
Inventories | (217) | 296 | |||
Prepaid expenses and other current assets | (1,985) | (1,699) | |||
Accounts payable | (2,100) | 302 | |||
Other accrued liabilities | 779 | 3,374 | |||
Other non-current liabilities | (1,477) | (936) | |||
Net cash provided by (used in) operating activities | (1,839) | 38,696 | |||
Investing activities | |||||
Purchases of property and equipment | (7,723) | (23,143) | |||
Proceeds from disposal of property and equipment | 0 | 5 | |||
Proceeds from the Company's trust account | 149,989 | 0 | |||
Purchases of other assets | (297) | (1,538) | |||
Acquisition of Del Taco Holdings, net of cash acquired | (89,827) | 0 | |||
Net cash (used in) provided by investing activities | 52,142 | (24,676) | |||
Financing activities | |||||
Proceeds from term loan, net of debt discount | 0 | 0 | |||
Proceeds from issuance of common stock | 35,000 | 0 | |||
Repurchase of common stock and warrants | 0 | (12,169) | |||
Payment of tax withholding related to restricted stock vesting, option exercises and distribution of restricted stock units | 0 | (916) | |||
Payments on term loan | (227,100) | 0 | |||
Payments on capital leases and deemed landlord financing | (328) | (1,214) | |||
Payment on subordinated notes | 0 | 0 | |||
Proceeds from revolving credit facility | 162,556 | 14,000 | |||
Payments on revolving credit facility | (7,000) | (12,000) | |||
Payment for interest rate cap | 0 | (312) | |||
Payments for debt issue costs | (484) | 0 | |||
Repayment of note payable | (523) | 0 | |||
Payment of deferred underwriter compensation | (5,250) | 0 | |||
Net cash (used in) provided by financing activities | (43,129) | (12,611) | |||
Increase (decrease) in cash and cash equivalents | 7,174 | 1,409 | |||
Cash and cash equivalents at beginning of period | 10,194 | ||||
Cash and cash equivalents at end of period | 7,174 | 11,603 | $ 7,174 | ||
Supplemental cash flow information: | |||||
Cash paid during the period for interest | 1,180 | 4,279 | |||
Cash paid during the period for income taxes | 0 | 811 | |||
Supplemental schedule of non-cash activities: | |||||
Accrued property and equipment purchases | 2,322 | 3,672 | |||
Write-offs of accounts receivables | 0 | 72 | |||
Amortization of interest rate cap into net loss, net of tax | 0 | 0 | |||
Change in other asset for fair value of interest rate cap recorded to other comprehensive loss, net | 0 | (122) | |||
Warrant liability reclassified to equity upon exercise of warrants | 0 | 0 | |||
Issuance of shares for consideration in the acquisition of Del Taco Holdings, Inc. | 189,305 | 0 | |||
Issuance of warrants as payment for working capital loans | 389 | 0 | |||
Common stock of Del Taco Restaurants, Inc. reclassified to equity upon release from possible redemption | 136,213 | $ 0 | |||
Predecessor [Member] | |||||
Operating activities | |||||
Net income (loss) | $ 2,416 | $ 2,104 | |||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||||
Depreciation and amortization | 8,249 | ||||
Amortization of favorable and unfavorable lease assets and liabilities, net | 3 | ||||
Amortization of deferred financing costs and debt discount | 908 | ||||
Subordinated note interest paid-in-kind | 37 | ||||
Debt modification costs | 1 | 139 | |||
Stock-based compensation | 532 | ||||
Change in fair value of warrant liability | (35) | ||||
Deferred income taxes | 551 | ||||
Loss on disposal of assets | 84 | 99 | |||
Restaurant closure charges | 0 | ||||
Changes in operating assets and liabilities: | |||||
Accounts and other receivables, net | 154 | ||||
Inventories | 145 | ||||
Prepaid expenses and other current assets | (426) | ||||
Accounts payable | 4,222 | ||||
Other accrued liabilities | (5,026) | ||||
Other non-current liabilities | (1,573) | ||||
Net cash provided by (used in) operating activities | 10,083 | ||||
Investing activities | |||||
Purchases of property and equipment | (14,813) | ||||
Proceeds from disposal of property and equipment | 42 | ||||
Proceeds from the Company's trust account | 0 | ||||
Purchases of other assets | (513) | ||||
Acquisition of Del Taco Holdings, net of cash acquired | 0 | ||||
Net cash (used in) provided by investing activities | (15,284) | ||||
Financing activities | |||||
Proceeds from term loan, net of debt discount | 23,654 | ||||
Proceeds from issuance of common stock | 91,236 | ||||
Repurchase of common stock and warrants | 0 | ||||
Payment of tax withholding related to restricted stock vesting, option exercises and distribution of restricted stock units | (7,533) | ||||
Payments on term loan | 0 | ||||
Payments on capital leases and deemed landlord financing | (831) | ||||
Payment on subordinated notes | (108,113) | ||||
Proceeds from revolving credit facility | 10,000 | ||||
Payments on revolving credit facility | (6,000) | ||||
Payment for interest rate cap | 0 | ||||
Payments for debt issue costs | (593) | ||||
Repayment of note payable | 0 | ||||
Payment of deferred underwriter compensation | 0 | ||||
Net cash (used in) provided by financing activities | 1,820 | ||||
Increase (decrease) in cash and cash equivalents | $ (3,381) | ||||
Cash and cash equivalents at beginning of period | $ 5,172 | 8,553 | |||
Cash and cash equivalents at end of period | 5,172 | 5,172 | |||
Supplemental cash flow information: | |||||
Cash paid during the period for interest | 13,548 | ||||
Cash paid during the period for income taxes | 46 | ||||
Supplemental schedule of non-cash activities: | |||||
Accrued property and equipment purchases | 2,460 | ||||
Write-offs of accounts receivables | 0 | ||||
Amortization of interest rate cap into net loss, net of tax | 58 | ||||
Change in other asset for fair value of interest rate cap recorded to other comprehensive loss, net | $ (1) | (24) | |||
Warrant liability reclassified to equity upon exercise of warrants | 8,274 | ||||
Issuance of shares for consideration in the acquisition of Del Taco Holdings, Inc. | 0 | ||||
Issuance of warrants as payment for working capital loans | 0 | ||||
Common stock of Del Taco Restaurants, Inc. reclassified to equity upon release from possible redemption | $ 0 |
Description of Business
Description of Business | 8 Months Ended |
Sep. 06, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Description of Business Del Taco Restaurants, Inc. (f/k/a Levy Acquisition Corp. (“LAC”)) is a Delaware corporation headquartered in Lake Forest, California. The consolidated financial statements include the accounts of Del Taco Restaurants, Inc. and its wholly owned subsidiaries (collectively, the “Company” or “Del Taco”). The Company develops, franchises, owns, and operates Del Taco quick-service Mexican-American restaurants. At September 6, 2016 (Successor), there were 300 company-operated and 246 franchised Del Taco restaurants located in 16 states, including one franchised unit in Guam. At September 8, 2015 (Successor), there were 306 company-operated and 241 franchised Del Taco restaurants located in 16 states, including one franchised unit in Guam. The Company was originally incorporated in Delaware on August 2, 2013 as a special purpose acquisition company, formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses. On June 30, 2015 (the “Closing Date”), the Company consummated its business combination with Del Taco Holdings, Inc. (“DTH”) pursuant to the agreement and plan of merger dated as of March 12, 2015 by and among LAC, Levy Merger Sub, LLC (“Levy Merger Sub”), LAC’s wholly owned subsidiary, and DTH (the “Merger Agreement”). Under the Merger Agreement, Levy Merger Sub merged with and into DTH, with DTH surviving the merger as a wholly-owned subsidiary of the Company (the “Business Combination” or “Merger”). In connection with the closing of the Business Combination, the Company changed its name from Levy Acquisition Corp. to Del Taco Restaurants, Inc. See Note 3 for further discussion of the Business Combination. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 8 Months Ended |
Sep. 06, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and the rules and regulations of Securities and Exchange Commission (“SEC”). For additional information, these consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 29, 2015 ("2015 Form 10-K"). The accounting policies used in preparing these consolidated financial statements are the same as those described in our 2015 Form 10-K. As a result of the Business Combination, the Company is the acquirer for accounting purposes, and DTH is the acquiree and accounting predecessor. The Company’s financial statement presentation distinguishes a “Predecessor” for DTH for periods prior to the Closing Date. The Company is the “Successor” for periods after the Closing Date, which includes consolidation of DTH subsequent to the Business Combination on June 30, 2015. The Merger was accounted for as a business combination using the acquisition method of accounting, and the Successor financial statements reflect a new basis of accounting that is based on the fair value of the net assets acquired. See Note 3 for further discussion of the Business Combination. As a result of the application of the acquisition method of accounting as of the Closing Date, the financial statements for the Predecessor period and for the Successor period are presented on a different basis and are therefore, not comparable. The historical financial information of Del Taco, formerly LAC, prior to the Business Combination have not been reflected in the financial statements as those amounts have been considered de-minimus. The Company’s fiscal year ends on the Tuesday closest to December 31. Fiscal year 2016 is the fifty-three week period ended January 3, 2017 (Successor). Fiscal year 2015 is the fifty-two week period ended December 29, 2015 (Successor). In a fifty-three week fiscal year, the first, second and third quarters each include twelve weeks of operations and the fourth quarter includes seventeen weeks of operations. In a fifty-two week fiscal year, the first, second and third quarters each include twelve weeks of operations and the fourth quarter includes sixteen weeks of operations. For fiscal year 2016 , the Company’s accompanying financial statements reflect the twelve weeks and thirty-six weeks ended September 6, 2016 (Successor). For fiscal year 2015 , the Company’s accompanying financial statements reflect the two and twenty-six weeks ended June 30, 2015 (Predecessor) and the ten weeks ended September 8, 2015 (Successor). In the opinion of management, the accompanying consolidated financial statements reflect all adjustments which are necessary for a fair presentation of the consolidated financial position, results of operations and cash flows for the periods presented. The results of operations for such interim periods are not necessarily indicative of results of operations to be expected for the full fiscal year. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly and majority owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Management believes that such estimates have been based on reasonable and supportable assumptions and the resulting estimates are reasonable for use in the preparation of the consolidated financial statements. Actual results could differ from these estimates. The Company’s significant estimates include estimates for impairment of goodwill, intangible assets and property and equipment, valuations provided in business combinations, insurance reserves, restaurant closure reserves, stock-based compensation, contingent liabilities, certain leasing activities and income tax valuation allowances. Recently Issued Accounting Standards In March 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") No. 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting , which is intended to simplify various aspects of accounting for share-based compensation arrangements, including the income tax impact, classification on the statement of cash flows and forfeitures. This standard is effective for annual reporting periods beginning after December 15, 2016, and interim periods within that reporting period, with early adoption permitted. The Company is currently evaluating the impact of the standard on its consolidated financial statements and related disclosures. In March 2016, the FASB issued ASU No. 2016-04, Liabilities-Extinguishment of Liabilities (Subtopic 405-20): Recognition of Breakage for Certain Prepaid Stored-Value Products, which is designed to provide guidance and eliminate diversity in the accounting for the derecognition of financial liabilities related to certain prepaid stored-value products using a revenue-like breakage model. This standard is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted. This standard is to be applied retrospectively or using a cumulative effect transition method as of the date of adoption. The Company is currently evaluating the impact of the standard on its consolidated financial statements and related disclosures. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) . This guidance will result in key changes to lease accounting and will aim to bring leases onto balance sheets to give investors, lenders, and other financial statement users a more comprehensive view of a company's long-term financial obligations as well as the assets it owns versus leases. The new leasing standard will be effective for fiscal years beginning after December 15, 2018, and for interim periods within those fiscal years. The Company is currently evaluating the impact this guidance will have on its consolidated financial statements as well as the expected adoption method. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) , which provides a comprehensive new revenue recognition model that requires a company to recognize revenue in an amount that reflects the consideration it expects to receive for the transfer of promised goods or services to its customers. The standard also requires additional disclosure regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. This ASU is effective for annual periods and interim periods beginning after December 15, 2017. The ASU is to be applied retrospectively or using a cumulative effect transition method. The Company is currently evaluating which transition method to use and the effect that this pronouncement will have on its consolidated financial statements and related disclosures. |
Business Combination
Business Combination | 8 Months Ended |
Sep. 06, 2016 | |
Business Combinations [Abstract] | |
Business Combination | Business Combination On June 30, 2015 , the Company and DTH completed the Business Combination pursuant to the Merger Agreement under which the Company’s wholly-owned subsidiary, Levy Merger Sub, merged with and into DTH, with DTH surviving the merger as a wholly-owned subsidiary of the Company. Concurrent with the execution of the Merger Agreement, Levy Epic Acquisition Company, LLC (“Levy Newco”), Levy Epic Acquisition Company II, LLC (“Levy Newco II” and with Levy Newco, the “Levy Newco Parties”), DTH and the DTH stockholders entered into a stock purchase agreement (the “Stock Purchase Agreement”). Pursuant to the Stock Purchase Agreement, the Levy Newco Parties agreed to purchase 2,348,968 shares of DTH common stock from DTH for $91.2 million in cash, and to purchase 740,564 shares of DTH common stock directly from existing DTH shareholders for $28.8 million in cash (the “Initial Investment”). As a result of this Initial Investment, an aggregate of 3,089,532 shares of DTH common stock was purchased by the Levy Newco Parties for total cash consideration of $120.0 million . The total purchase price paid to DTH stockholders (except for the Levy NewCo Parties) was $284.3 million . The closing of the Business Combination and the Initial Investment were accounted for as related events transferring control of DTH to the Company through a minority investment in the Initial Investment and a controlling interest at the closing of the Business Combination. The Company recorded an allocation of the purchase price to DTH’s tangible and identifiable intangible assets acquired and liabilities assumed based on their fair value as of the Closing Date. The final purchase price allocation is as follows (in thousands): Purchase Price Allocation Cash and cash equivalents $ 5,173 Accounts receivable and other receivables 3,228 Inventories 2,541 Prepaid expenses and other current assets 4,266 Total current assets 15,208 Property and equipment 105,524 Intangible assets 250,490 Other assets 4,194 Total identifiable assets acquired 375,416 Accounts payable (18,866 ) Other accrued liabilities (26,607 ) Current portion of capital lease obligations and deemed landlord financing liabilities (1,670 ) Long-term debt, capital lease obligations and deemed landlord financing liabilities (246,562 ) Deferred income taxes (80,254 ) Other long-term liabilities (36,208 ) Net identifiable liabilities assumed (34,751 ) Goodwill 319,056 Total gross consideration $ 284,305 During the twenty-four weeks ended June 14, 2016 (Successor), the Company recorded a net $0.8 million adjustment to goodwill due to a change in estimate for the liability for deferred income taxes. For the twelve and thirty-six weeks ended September 6, 2016 (Successor), the Company incurred approximately $0.5 million and $0.7 million , respectively, of transaction expenses, of which $(0.1) million and $0.1 million , respectively, related to the Business Combination. During the twelve weeks ended September 6, 2016 , the Company was able to recover legal defense costs related to a purported class action and derivative complaint (see Note 14 for further discussion) of $0.2 million from its insurance company related to costs previously expensed. For the ten weeks ended September 8, 2015 (Successor) and the two and twenty-six weeks ended June 30, 2015 (Predecessor), the Company incurred approximately $12.0 million , $0.1 million and $7.3 million , respectively, of transaction expenses directly related to the Business Combination. |
Restaurant Closure Charges, Net
Restaurant Closure Charges, Net | 8 Months Ended |
Sep. 06, 2016 | |
Restructuring and Related Activities [Abstract] | |
Restaurant Closure Charges, Net | Restaurant Closure Charges, Net At September 6, 2016 (Successor) and December 29, 2015 (Successor), the restaurant closure liability is $3.1 million and $4.8 million , respectively. The details of the restaurant closure activities are discussed below. Restaurant Closures and Lease Reserves The following table represents other restaurant closure liability activity related to restaurant closures prior to 2015 and sublease income shortfalls (in thousands): Total Balance at December 29, 2015 (Successor) $ 1,023 Charges for accretion in current period 57 Cash payments (73 ) Balance at September 6, 2016 (Successor) $ 1,007 The current portion of the restaurant closure liability is $0.1 million at both September 6, 2016 (Successor) and December 29, 2015 (Successor), respectively, and is included in other accrued liabilities in the consolidated balance sheets. The non-current portion of the restaurant closure liability is $0.9 million at both September 6, 2016 (Successor) and December 29, 2015 (Successor), respectively, and is included in other non-current liabilities in the consolidated balance sheets. Restaurant Closure and Other Related Charges for 12 Underperforming Restaurants During the fourth fiscal quarter of 2015, the Company closed 12 company-operated restaurants. During the twelve and thirty-six weeks ended September 6, 2016 (Successor), the Company recorded accretion expense related to the closures as well as $0.1 million and $0.2 million , respectively, related to the write-off of fixed assets associated with the closures. During the thirty-six weeks ended September 6, 2016 (Successor), the Company recorded net adjustments to the lease termination liability for four closed restaurants due to changes in estimates based on executed subleases. A summary of the restaurant closure liability activity for these 12 closed restaurants consisted of the following (in thousands): Contract termination costs Other associated costs Total Balance at December 29, 2015 (Successor) $ 3,637 $ 163 $ 3,800 Charges for accretion in current period 96 — 96 Cash payments (1,076 ) (163 ) (1,239 ) Adjustments to estimates based on current activity (552 ) — (552 ) Balance at September 6, 2016 (Successor) $ 2,105 $ — $ 2,105 The current portion of the restaurant closure liability is $0.9 million and $1.5 million at September 6, 2016 (Successor) and December 29, 2015 (Successor), respectively, and is included in other accrued liabilities in the consolidated balance sheets. The non-current portion of the restaurant closure liability is $1.2 million and $2.3 million at September 6, 2016 (Successor) and December 29, 2015 (Successor), respectively, and is included in other non-current liabilities in the consolidated balance sheets. |
Goodwill and other Intangible A
Goodwill and other Intangible Assets | 8 Months Ended |
Sep. 06, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and other Intangible Assets | Goodwill and other Intangible Assets Goodwill was $319.5 million at September 6, 2016 (Successor) compared to $318.3 million at December 29, 2015 (Successor). The increase was due to an adjustment to the purchase price allocation as described in more detail in Note 3 and $0.4 million related to the purchase of a franchise restaurant during the twelve weeks ended September 6, 2016 . There have been no changes in the carrying amount of trademarks since December 29, 2015 (Successor). The Company’s other intangible assets at September 6, 2016 (Successor) and December 29, 2015 (Successor) consisted of the following (in thousands): Successor September 6, 2016 December 29, 2015 Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Favorable lease assets $ 14,207 $ (2,409 ) $ 11,798 $ 14,207 $ (1,020 ) $ 13,187 Franchise rights 15,783 (1,678 ) 14,105 15,897 (711 ) 15,186 Total amortized other intangible assets $ 29,990 $ (4,087 ) $ 25,903 $ 30,104 $ (1,731 ) $ 28,373 Goodwill and intangible assets at September 6, 2016 (Successor) and December 29, 2015 (Successor) are based on the purchase price allocation of DTH, which is based on valuations performed to determine the fair value of the acquired assets as of the acquisition date. See Note 3 for further discussion of the acquisition of DTH. During the thirty-six weeks ended September 6, 2016 (Successor), the Company wrote-off $0.1 million of franchise rights associated with the closure of three franchise locations. |
Debt, Obligations Under Capital
Debt, Obligations Under Capital Leases and Deemed Landlord Financing Liabilities | 8 Months Ended |
Sep. 06, 2016 | |
Debt Disclosure [Abstract] | |
Debt, Obligations Under Capital Leases and Deemed Landlord Financing Liabilities | Debt, Obligations Under Capital Leases and Deemed Landlord Financing Liabilities The Company’s long-term debt, capital lease obligations and deemed landlord financing liabilities at September 6, 2016 (Successor) and December 29, 2015 (Successor) consisted of the following (in thousands): Successor September 6, 2016 December 29, 2015 2015 Senior Credit Facility, net of debt discount of $1,128 and $1,328 and deferred financing costs of $381 and $448 at September 6, 2016 (Successor) and December 29, 2015 (Successor), respectively $ 154,491 $ 152,224 Total outstanding indebtedness 154,491 152,224 Obligations under capital leases and deemed landlord financing liabilities 16,255 17,469 Total debt 170,746 169,693 Less: amounts due within one year 1,639 1,725 Total amounts due after one year, net $ 169,107 $ 167,968 At September 6, 2016 (Successor) and December 29, 2015 (Successor), the Company assessed the amounts recorded under the 2015 Senior Credit Facility and determined that such amounts approximated fair value. 2015 Revolving Credit Facility (Successor) On August 4, 2015 , the Company refinanced its existing senior credit facility (“2013 Senior Credit Facility”) and entered into a new credit agreement (the “Credit Agreement”). The Credit Agreement, which matures on August 4, 2020 , provides for a $250 million revolving credit facility (the “2015 Senior Credit Facility”). The Company utilized $164 million of proceeds from the Credit Agreement to refinance in total its 2013 Senior Credit Facility and pay costs associated with the refinancing. The 2013 Senior Credit Facility, as amended March 20, 2015, totaled $267.1 million , consisting of an initial $227.1 million term loan (“2013 Term Loan”) and a $40 million revolver (“2013 Revolver”). At the time of the refinance, a $162.5 million term loan balance was outstanding and $17.6 million of revolver capacity was utilized to support outstanding letters of credit under the 2013 Senior Credit Facility. At the Company’s option, loans under the 2015 Senior Credit Facility may bear interest at a base rate or LIBOR, plus an applicable margin determined in accordance with a consolidated total lease adjusted leverage ratio-based pricing grid. The base rate is calculated as the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the prime rate of Bank of America, and (c) LIBOR plus 1.00% . For LIBOR loans, the applicable margin is in the range of 1.50% to 2.50% , and for base rate loans the applicable margin is in the range of 0.50% and 1.50% . The applicable margin was initially set at 2.00% for LIBOR loans and at 1.00% for base rate loans until delivery of financial statements and a compliance certificate for the fourth fiscal quarter ending after the closing date of the Credit Agreement. Following delivery of financial statements and a compliance certificate for the fourth fiscal quarter ending December 29, 2015 (Successor), the applicable margin decreased 0.25% for both LIBOR loans and base rate loans during the first fiscal quarter of 2016. The 2015 Senior Credit Facility capacity used to support letters of credit currently incurs fees equal to the applicable margin of 1.75% . The 2015 Senior Credit Facility unused commitment currently incurs a 0.20% fee. The Credit Agreement contains certain financial covenants, including the maintenance of a consolidated total lease adjusted leverage ratio and a consolidated fixed charge coverage ratio. The Company was in compliance with the financial covenants as of September 6, 2016 (Successor). Substantially all of the assets of the Company are pledged as collateral under the 2015 Senior Credit Facility. The Company capitalized lender costs and deferred financing costs of $1.4 million and $0.5 million , respectively, in connection with the refinancing and expensed $0.1 million as debt modification costs in the consolidated statements of comprehensive income (loss) for the ten weeks ended September 8, 2015 (Successor). Lender debt discount costs and deferred financing costs associated with the 2015 Senior Credit Facility are presented net of the 2015 Senior Credit Facility balance on the consolidated balance sheets and will be amortized to interest expense over the term of the 2015 Senior Credit Facility. Amortization of deferred financing costs and debt discount related to the 2015 Senior Credit Facility totaled $0.1 million and $0.3 million during the twelve weeks and thirty-six weeks ended September 6, 2016 (Successor), respectively. At September 6, 2016 (Successor), the weighted-average interest rate on the outstanding balance of the Senior Credit Facility was 2.3% . At September 6, 2016 (Successor), the Company had a total of $75.0 million of availability for additional borrowings under the 2015 Senior Credit Facility as the Company had $156.0 million of outstanding borrowings and letters of credit outstanding of $19.0 million which reduce availability under the 2015 Senior Credit Facility. DTH 2013 Senior Credit Facility In March 2015, DTH amended its 2013 Senior Credit Facility to increase the 2013 Term Loan by $25.1 million to $227.1 million (the “March 2015 Debt Refinance”). A portion of the proceeds from Step 1 of the Business Combination, described in Note 3, proceeds of $10 million from the 2013 Revolver and the March 2015 Debt Refinance proceeds were used to fully redeem the then outstanding balance of the subordinated notes of $111.2 million . On March 12, 2015, DTH satisfied the rating condition in its 2013 Senior Credit Facility resulting in a decrease in interest rate to LIBOR (not to be less than 1.00% ) plus a margin of 4.25% . The Company incurred lender costs and third-party costs associated with the March 2015 Debt Refinance of $1.6 million of which $1.5 million was capitalized as lender debt discount and $0.1 million was expensed as debt modification costs in the consolidated statements of comprehensive income (loss) for the twenty-six weeks ended June 30, 2015 (Predecessor). Lender debt discount costs and deferred financing costs associated with the 2013 Senior Credit Facility were amortized to interest expense over the term of the 2013 Term Loan using the effective interest method. Amortization of deferred financing costs including debt discount totaled $0.1 million and $0.9 million during the two and twenty-six weeks ended June 30, 2015, respectively. Subordinated Notes (Predecessor) In connection with Step 1 of the Business Combination and the March 2015 Debt Refinance discussed above, DTH fully redeemed the outstanding balance of the Sagittarius Restaurants LLC (SAG Restaurants) subordinated notes (“SAG Restaurants Sub Notes”) and F&C Restaurant Holding Co. (F&C RHC) subordinated notes (“F&C RHC Sub Notes”) on March 20, 2015 of $111.2 million . For the twenty-six weeks ended June 30, 2015 (Predecessor), interest expense related to the SAG Restaurants Sub Notes and F&C RHC Sub Notes was $3.1 million . |
Derivative Instruments
Derivative Instruments | 8 Months Ended |
Sep. 06, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | Derivative Instruments In June 2016, the Company entered into an interest rate cap agreement that became effective July 1, 2016, to hedge cash flows associated with interest rate fluctuations on variable rate debt, with a termination date of March 31, 2020 ("2016 Interest Rate Cap Agreement"). The 2016 Interest Rate Cap Agreement had an initial notional amount of $70.0 million of the 2015 Senior Credit Facility that effectively converted that portion of the outstanding balance of the 2015 Senior Credit Facility from variable rate debt to capped variable rate debt, resulting in a change in the applicable interest rate from an interest rate of one-month LIBOR plus the applicable margin (as provided by the 2015 Senior Credit Facility) to a capped interest rate of 2.00% plus the applicable margin. During the period from July 1, 2016 through September 6, 2016 (Successor), the 2016 Interest Rate Cap Agreement had no hedge ineffectiveness. As of December 29, 2015 (Successor) and through June 30, 2016, the Company had an interest rate cap agreement to hedge cash flows associated with interest rate fluctuations on variable rate debt ("2010 Interest Rate Cap Agreement"). The 2010 Interest Rate Cap Agreement had a notional amount of $87.5 million as of December 29, 2015 (Successor). The individual caplet contracts within the interest rate cap agreement expired at various dates through June 30, 2016. 2016 Interest Rate Cap Agreement (Successor) To ensure the effectiveness of the 2016 Interest Rate Cap Agreement, the Company elected the one-month LIBOR rate option for its variable rate interest payments on term balances equal to or in excess of the applicable notional amount of the interest rate cap agreement as of each reset date. The reset dates and other critical terms on the term loans perfectly match with the interest rate cap reset dates and other critical terms during the twelve and thirty-six weeks ended September 6, 2016 (Successor), respectively. As of September 6, 2016 (Successor), the Company was hedging forecasted transactions expected to occur through March 31, 2020. Assuming interest rates at September 6, 2016 (Successor) remain constant, $0.3 million of interest expense related to hedges of these transactions is expected to be reclassified into earnings over the next 43 months. The Company intends to ensure that this hedge remains effective, therefore, approximately one thousand dollars is expected to be reclassified into interest expense over the next 12 months. The effective portion of the 2016 Interest Rate Cap Agreement through September 6, 2016 (Successor) was included in accumulated other comprehensive income. 2010 Interest Rate Cap Agreement (Predecessor) To ensure the effectiveness of the 2010 Interest Rate Cap Agreement through June 30, 2015 (Predecessor), the Company elected the three-month LIBOR rate option for its variable rate interest payments on term balances equal to or in excess of the applicable notional amount of the interest rate cap agreement as of each reset date. The reset dates and other critical terms on the term loans perfectly match with the interest rate cap reset dates and other critical terms during the two and twenty-six weeks ended June 30, 2015 (Predecessor). As of the July 1, 2015 interest reset date, the Company elected the one-month LIBOR rate option for its variable rate interest payments on term balances equal to or in excess of the applicable notional amount of the 2010 Interest Rate Cap Agreement, and as a result, this hedge became ineffective. Therefore, after July 1, 2015 through June 30, 2016, any changes in fair value were recorded through interest expense. The effective portion of the 2010 Interest Rate Cap Agreement through June 30, 2015 (Predecessor) was included in accumulated other comprehensive income and included as a fair value adjustment through the purchase price allocation as described in Note 3. Warrant Liability (Predecessor) On March 20, 2015, warrants to purchase 597,802 shares of DTH common stock held by a former large shareholder of DTH were exercised at a strike price of $25.00 per share based on a fair value of $8.3 million determined based on the common stock price of the Initial Investment discussed above in Note 3. Upon exercise, 384,777 shares of DTH common stock were redeemed as payment for the strike price resulting in 213,025 shares of DTH common stock being issued. DTH recorded a mark-to-market adjustment of $35,000 to reduce the liability during the twenty-six weeks ended June 30, 2015 (Predecessor) and then reclassified the balance of the warrant liability of $8.3 million to shareholders’ equity. |
Fair Value Measurements
Fair Value Measurements | 8 Months Ended |
Sep. 06, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The fair values of cash and cash equivalents, accounts receivable, accounts payable and other accrued liabilities approximate their carrying amounts due to their short maturities. The carrying value of the 2015 Senior Credit Facility approximated fair value. The 2016 Interest Rate Cap Agreement and 2010 Interest Rate Cap Agreements are recorded at fair value in the Company’s consolidated balance sheets. As of September 6, 2016 (Successor) and December 29, 2015 (Successor), the Company held certain assets and liabilities that are required to be measured at fair value on a recurring basis. For both periods, these included derivative instruments related to interest rates. The Company determined the fair values of the interest rate cap contracts based on counterparty quotes, with appropriate adjustments for any significant impact of nonperformance risk of the parties to the interest rate cap contracts. Therefore, the Company has categorized these interest rate cap contracts as Level 2 fair value measurements. The fair value of the 2016 Interest Rate Cap Agreement was $0.2 million at September 6, 2016 (Successor) and is included in other assets in the Consolidated Balance Sheets. The fair value of the 2010 Interest Rate Cap Agreement was zero at December 29, 2015 (Successor). The following is a summary of the estimated fair values for the long-term debt instruments (in thousands): Successor September 6, 2016 December 29, 2015 Estimated Fair Value Book Value Estimated Fair Value Book Value 2015 Senior Credit Facility $ 154,491 $ 154,491 $ 152,224 $ 152,224 The Company's assets and liabilities measured at fair value on a recurring basis as of September 6, 2016 (Successor) and December 29, 2015 (Successor) were as follows (in thousands): (Unaudited) September 6, 2016 Markets for Identical Assets (Level 1) Observable Inputs (Level 2) Unobservable Inputs (Level 3) 2016 Interest Rate Cap Agreement $ 190 $ — $ 190 $ — Total assets measured at fair value $ 190 $ — $ 190 $ — December 29, 2015 Markets for Identical Assets (Level 1) Observable Inputs (Level 2) Unobservable Inputs (Level 3) 2010 Interest Rate Cap Agreement $ — $ — $ — $ — Total assets measured at fair value $ — $ — $ — $ — |
Other Accrued Liabilities and O
Other Accrued Liabilities and Other Non-current Liabilities | 8 Months Ended |
Sep. 06, 2016 | |
Other Liabilities Disclosure [Abstract] | |
Other Accrued Liabilities and Other Non-current Liabilities | Other Accrued Liabilities and Other Non-current Liabilities A summary of other accrued liabilities follows (in thousands): Successor September 6, 2016 December 29, 2015 Employee compensation and related items $ 7,847 $ 7,818 Accrued insurance 7,091 7,168 Accrued sales tax 3,926 3,604 Accrued bonus 3,173 5,352 Accrued income tax 2,724 30 Accrued advertising 2,452 999 Accrued real property tax 1,743 1,378 Restaurant closure liability 1,033 1,617 Other 6,305 4,931 $ 36,294 $ 32,897 A summary of other non-current liabilities follows (in thousands): Successor September 6, 2016 December 29, 2015 Unfavorable lease liabilities $ 17,876 $ 19,685 Insurance reserves 6,335 5,963 Restaurant closure liability 2,079 3,206 Unearned trade discount, non-current 1,736 2,028 Deferred development and initial franchise fees 1,700 1,920 Deferred gift card income 1,356 2,217 Deferred rent liability 1,348 731 Other 970 501 $ 33,400 $ 36,251 |
Stock-Based Compensation
Stock-Based Compensation | 8 Months Ended |
Sep. 06, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation In connection with the approval of the Business Combination, the Del Taco Restaurants, Inc. 2015 Omnibus Incentive Plan (the “2015 Plan”) was approved by shareholders to offer eligible employees, directors and consultants cash and stock-based incentive awards. Awards under the 2015 Plan are generally not restricted to any specific form or structure and could include, without limitation, stock options, stock appreciation rights, restricted stock, other stock-based awards, other cash-based compensation and performance awards. Under the plan, there were 3,300,000 shares of common stock reserved and authorized. At September 6, 2016 (Successor), there were 1,554,882 shares of common stock available for grant under the 2015 Plan. Stock-Based Compensation Expense (Successor) The total compensation expense related to the 2015 Plan was $1.0 million and $2.6 million for the twelve and thirty-six weeks ended September 6, 2016 (Successor), respectively. Restricted Stock Awards (Successor) A summary of outstanding and unvested restricted stock activity as of September 6, 2016 (Successor) and changes during the period December 29, 2015 (Successor) through September 6, 2016 (Successor) is as follows: Shares Weighted-Average Grant Date Fair Value Nonvested at December 29, 2015 (Successor) 946,494 $ 11.16 Granted 461,124 9.30 Vested (265,046 ) 11.25 Forfeited — — Nonvested at September 6, 2016 (Successor) 1,142,572 $ 10.39 During the thirty-six weeks ended September 6, 2016, the Company made payments of $0.9 million related to tax withholding obligations for the vesting of restricted stock awards in exchange for shares withheld. As of September 6, 2016 (Successor), $10.6 million of total unrecognized expense related to unvested restricted stock grants is expected to be recognized over a weighted-average period of 3.0 years . The fair value of these awards was determined based on the Company’s stock price on the grant date. Stock Options (Successor) A summary of stock option activity as of September 6, 2016 (Successor) and changes during the period December 29, 2015 (Successor) through September 6, 2016 (Successor) is as follows: Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (in years) Options outstanding at December 29, 2015 (Successor) 224,000 $ 10.40 6.5 $ 67 Granted 122,000 9.14 Exercised — — Forfeited (8,500 ) 10.40 Options outstanding at September 6, 2016 (Successor) 337,500 $ 9.95 6.4 $ 419 Options exercisable at September 6, 2016 (Successor) 54,250 $ 10.40 6.2 $ 43 Options exercisable and expected to vest at September 6, 2016 (Successor) 305,296 $ 9.96 6.4 $ 376 The aggregate intrinsic value in the table above is the amount by which the current market price of the Company's stock on December 29, 2015 (Successor) or September 6, 2016 (Successor), respectively, exceeds the exercise price. As of September 6, 2016 (Successor), $0.9 million of total unrecognized stock compensation expense, net of forfeitures, related to stock option grants is expected to be recognized over a weighted average period of 3.2 years . Stock-Based Compensation Expense (Predecessor) In connection with Step 1 of the Business Combination consummated on March 20, 2015, all unvested restricted stock units (“RSUs”) under the Predecessor incentive plan became fully vested and all vested RSUs were then immediately settled for shares of DTH common stock, net of shares withheld for minimum statutory employee tax withholding obligations and all unvested stock options under the Predecessor plan became fully vested and all vested stock options were also exercised and shares were issued, net of shares withheld for the applicable option strike price and employee tax withholding obligations. An aggregate of 237,948 shares of DTH common stock were issued and 247,552 shares of DTH common stock were withheld for applicable option strike price and employee tax withholding obligations. In exchange for the shares withheld, DTH made payments of $7.5 million related to employee tax withholding obligations. No RSUs or stock options remained outstanding under the Predecessor plan after March 20, 2015 or as of September 6, 2016 (Successor). DTH recorded stock-based compensation expense of $0.5 million , which included all remaining unrecognized compensation expense related to the accelerated vesting on RSUs and stock options on March 20, 2015, for the twenty-six weeks ended June 30, 2015 (Predecessor). |
Shareholders' Equity
Shareholders' Equity | 8 Months Ended |
Sep. 06, 2016 | |
Equity [Abstract] | |
Shareholders' Equity | Shareholders’ Equity On July 11, 2016, the Company commenced an offer to exchange 0.2780 shares of the Company's common stock for each outstanding Company warrant exercisable for shares at an exercise price of $11.50 per share (approximately one share for every 3.6 warrants tendered), up to a maximum of 6,750,000 warrants, which amount was subsequently increased to 7,750,000 warrants. The offer to exchange expired on August 8, 2016. A total of 5,516,243 warrants were tendered in the exchange offer. All of the Company's directors and executive officers who control or beneficially owned warrants participated in the offer and in aggregate tendered 1,501,800 of their warrants. The Company accepted for exchange all such warrants and issued an aggregate of 1,533,542 shares of the Company's common stock in exchange for the warrants tendered, representing approximately 4% of the shares outstanding after such issuance. After completion of the offer to exchange, 6,646,574 warrants remained outstanding. The warrants will expire on June 30, 2020, unless sooner exercised or redeemed by the Company in accordance with the terms of the warrants. For the twelve and thirty-six weeks ended September 6, 2016 (Successor), the Company incurred approximately $0.6 million , of transaction expenses related to the offer to exchange. On February 26, 2016, the Company's Board of Directors authorized a share repurchase program covering up to $25.0 million of the Company's common stock and warrants which was effective immediately and expires upon completion of the repurchase program, unless terminated earlier by the Board of Directors. On August 23, 2016, the Company announced that the Board of Directors increased the repurchase program by $25.0 million , to $50.0 million . Purchases under the program may be made in open market or privately negotiated transactions. During the twelve weeks ended September 6, 2016 (Successor), the Company repurchased (1) 505,808 shares of common stock for an average price per share of $9.45 for an aggregate cost of approximately $4.8 million , and (2) 235,000 warrants for an average price per warrant of $1.85 for an aggregate cost of approximately $0.4 million , including incremental direct costs to acquire the shares and warrants. During the thirty-six weeks ended September 6, 2016 (Successor), the Company repurchased (1) 1,134,790 shares of common stock for an average price per share of $9.78 for an aggregate cost of approximately $11.2 million , and (2) 476,806 warrants for an average price per warrant of $2.11 for an aggregate cost of approximately $1.0 million including incremental direct costs to acquire the shares and warrants. The Company expects to retire the repurchased shares and warrants and therefore has accounted for them as constructively retired as of September 6, 2016 (Successor). As of September 6, 2016 (Successor), there was approximately $37.9 million remaining under the share repurchase program. The Company has no obligations to repurchase shares or warrants under this authorization, and the timing and value of shares and warrants purchased will depend on the Company's stock price, warrant price, market conditions and other factors. |
Earnings per Share
Earnings per Share | 8 Months Ended |
Sep. 06, 2016 | |
Earnings Per Share [Abstract] | |
Earnings per Share | Earnings per Share Basic income (loss) per share is calculated by dividing net income (loss) attributable to Del Taco’s common shareholders for the Successor period and to DTH’s common shareholders for the Predecessor period by the weighted average number of common shares outstanding for the period. In computing dilutive income (loss) per share, basic income (loss) per share is adjusted for the assumed issuance of all applicable potentially dilutive share-based awards, including warrants, restricted stock, common stock options and restricted stock units. Below are basic and diluted net income (loss) per share for the periods indicated (amounts in thousands except share and per share data): Successor Predecessor 12 Weeks Ended 10 Weeks Ended 2 Weeks Ended Numerator: Net income (loss) $ 4,949 $ (2,186 ) $ 2,416 Denominator: Weighted-average shares outstanding - basic 38,465,064 38,802,425 6,707,776 Dilutive effect of unvested restricted stock and RSUs 223,897 — — Dilutive effect of stock options — — — Dilutive effect of warrants — — — Weighted-average shares outstanding - diluted 38,688,961 38,802,425 6,707,776 Net income (loss) per share - basic $ 0.13 $ (0.06 ) $ 0.36 Net income (loss) per share - diluted $ 0.13 $ (0.06 ) $ 0.36 Antidilutive stock options, unvested restricted stock awards, unvested RSUs and warrants excluded from the computations 10,829,117 2,632,739 — Successor Predecessor 36 Weeks Ended 10 Weeks Ended 26 Weeks Ended Numerator: Net income (loss) $ 12,874 $ (2,186 ) $ 2,104 Denominator: Weighted-average shares outstanding - basic 38,518,431 38,802,425 5,492,417 Dilutive effect of unvested restricted stock and RSUs 163,842 — 13,972 Dilutive effect of stock options — — 93,634 Dilutive effect of warrants — — 10,836 Weighted-average shares outstanding - diluted 38,682,273 38,802,425 5,610,859 Net income (loss) per share - basic $ 0.33 $ (0.06 ) $ 0.38 Net income (loss) per share - diluted $ 0.33 $ (0.06 ) $ 0.37 Antidilutive stock options, unvested restricted stock awards, unvested RSUs and warrants excluded from the computations 12,126,069 2,632,739 — Antidilutive stock options, unvested restricted stock and warrants were excluded from the computation of diluted net income (loss) per share due to the assumed proceeds from the award’s exercise or vesting being greater than the average market price of the common shares or due to the Company incurring net losses for the periods presented. |
Income Taxes
Income Taxes | 8 Months Ended |
Sep. 06, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The effective income tax rates were 45.2% for the twelve weeks ended September 6, 2016 (Successor) compared to 58.9% and (149.8)% for the ten weeks ended September 8, 2015 (Successor) and the two weeks ended June 30, 2015 (Predecessor), respectively. The provision for income taxes consisted of income tax (benefit) expense of $4.1 million for the twelve weeks ended September 6, 2016 (Successor) and $(3.1) million and $(1.4) million for the ten weeks ended September 8, 2015 (Successor) and the two weeks ended June 30, 2015 (Predecessor), respectively. The effective income tax rates were 42.5% and 26.0% for the thirty-six weeks ended September 6, 2016 (Successor) and the twenty-six weeks ended June 30, 2015 (Predecessor), respectively. The provision for income taxes consisted of income tax expense of $9.5 million and $0.7 million for the thirty-six weeks ended September 6, 2016 (Successor) and the twenty-six weeks ended June 30, 2015 (Predecessor), respectively. The income tax expense related to the twelve weeks ended September 6, 2016 (Successor) is driven by the estimated effective income tax rate of 45.2% which primarily consists of statutory federal and state tax rates based on apportioned income, as well as providing for deferred tax liabilities for the excess of the amount for financial reporting over the tax basis of an investment in a domestic subsidiary. In addition, the effective tax rate is also driven by transaction-related costs incurred in connection with the warrant tender offer which are not deductible for taxes as well as lower stock compensation expense deductible for tax related to the June 30, 2016 vesting of certain restricted stock awards as compared to the cumulative amount recorded as stock-based compensation expense, partially offset by federal targeted job credits. The income tax expense related to the ten weeks ended September 8, 2015 (Successor) and the two weeks ended June 30, 2015 (Predecessor) primarily related to the increase in deferred tax liabilities for indefinite-lived assets and the related effect of maintaining a full valuation allowance against certain of deferred tax assets as of June 16, 2015 (Predecessor). The income tax expense related to the thirty-six weeks ended September 6, 2016 (Successor) is driven by the estimated effective income tax rate of 42.5% which primarily consists of statutory federal and state tax rates based on apportioned income, as well as providing for deferred tax liabilities for the excess of the amount for financial reporting over the tax basis of an investment in a domestic subsidiary. In addition, the effective rate is also driven by transaction-related costs incurred in connection with the warrant tender offer which are not deductible for taxes as well as lower stock compensation expense deductible for tax related to the June 30, 2016 vesting of certain restricted stock awards as compared to the cumulative amount recorded as stock-based compensation expense, partially offset by federal targeted job credits. The income tax expense related to the twenty-six weeks ended June 30, 2015 (Predecessor) primarily related to the increase in deferred tax liabilities for indefinite-lived assets and the related effect of maintaining a full valuation allowance against certain of deferred tax assets as of June 30, 2015 (Predecessor). As part of purchase accounting, the Company was required to record all of DTH’s acquired assets and liabilities at their acquisition date fair value, including deferred income taxes. The Company considered the weight of both positive and negative evidence and concluded that it is more likely than not that net deferred tax assets will be realized and that no valuation allowance was required as of the date of acquisition. As a result, the Company established deferred tax assets as well as deferred tax liabilities related to indefinite-lived intangibles through the purchase price allocation (see Note 3). In addition, after considering the Business Combination, the projected post-combination results and all available evidence, the Company released $1.9 million of valuation allowance through income tax benefit in accordance with ASC 805-740-30-3 during the ten week period ended September 8, 2015 (Successor). |
Commitments and Contingencies
Commitments and Contingencies | 8 Months Ended |
Sep. 06, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies The primary claims in the Company’s business are workers’ compensation and general liabilities. These insurance programs are self-insured or high deductible programs with excess coverage that management believes is sufficient to adequately protect the Company. In the opinion of management, adequate provision has been made for all incurred claims up to the self-insured or high deductible limits, including provision for estimated claims incurred but not reported. Because of the uncertainty of the ultimate resolution of outstanding claims, as well as the uncertainty regarding claims incurred but not reported, it is possible that management’s provision for these losses could change materially. However, no estimate can currently be made of the range of additional losses. Purchasing Commitments The Company enters into various purchase obligations in the ordinary course of business, generally of short term nature. Those that are binding primarily relate to commitments for food purchases and supplies, amounts owed under contractor and subcontractor agreements, orders submitted for equipment for restaurants under construction, information technology service agreements and marketing initiatives, some of which are related to both Company-operated and franchised locations. The Company also has a long-term beverage supply agreement with a major beverage vendor whereby marketing rebates are provided to the Company and its franchisees based upon the volumes of purchases for system-wide restaurants which vary according to demand for beverage syrup. This contract has terms extending into 2021 . The Company’s future estimated cash payments under existing contractual purchase obligations for goods and services as of September 6, 2016 (Successor), are approximately $79.1 million . The Company has excluded agreements that are cancelable without penalty. Litigation On April 23, 2015, a purported class action and derivative complaint, Jeffery Tomasulo, on behalf of himself and all others similarly situated v. Levy Acquisition Sponsor, LLC, Lawrence F. Levy, Howard B. Bernick, Marc S. Simon, Craig J. Duchossois, Ari B. Levy, Steven C. Florsheim, Gregory G. Flynn, Del Taco Holdings, Inc., and Levy Acquisition Corp. (“Complaint”), was filed in the Circuit Court of Cook County, Illinois (the “Circuit Court”), relating to the then proposed Business Combination pursuant to the Merger Agreement. The Complaint, which purported to be brought as a class action on behalf of all of the holders of the Company’s common stock, generally alleged that the Company’s pre-merger directors breached their fiduciary duties to stockholders by facilitating the then proposed Business Combination and that the Company’s preliminary proxy statement that was filed with the SEC on April 2, 2015 was materially misleading and/or incomplete. On May 19, 2016, Tomasulo, on behalf of himself and members of a settlement class entered into a Stipulation of Settlement with the defendants pursuant to which the plaintiff class broadly released claims relating to the Merger, including all claims that the Company’s preliminary proxy statement or definitive proxy statement were misleading or improper. Under the settlement, defendants were not required to make any payment to the plaintiff or the plaintiff class but agreed to pay a portion of the hourly fee accrued by plaintiff’s counsel. On July 26, 2016, the Court held a final hearing and then certified a settlement class, approved the Stipulation of Settlement and entered a final judgment dismissing the action. The Company has a directors and officers liability insurance policy to cover legal defense costs and settlements stemming from covered claims, subject to an insurance deductible of $0.25 million per claim. The Company's insurance company has acknowledged coverage for claims asserted in the Complaint against covered persons, subject to a reservation of rights. The Company anticipates that any attorney's fees or expenses awarded by the Court in connection with any settlement will be paid in full by the insurance company, together with all or substantially all of any additional legal fees that may be incurred in connection with the action. As of December 29, 2015 (Successor), the Company had an insurance receivable of $0.3 million for legal defense costs it paid in excess of the deductible. The reimbursement from the insurance company was received in January 2016. During the twelve and thirty-six weeks ended September 6, 2016 (Successor), the Company incurred $0.1 million and $0.3 million , respectively, in legal defense fees for which the Company has recorded a corresponding insurance receivable of $0.4 million as of September 6, 2016 (Successor). The reimbursement for the insurance company was received by October 2016. In July 2013, a former Del Taco employee filed a purported class action complaint alleging that Del Taco has failed to pay overtime wages and has not appropriately provided meal breaks to its California general managers. Discovery has been completed and the parties are preparing their motions for and opposition to class certification. Del Taco has several defenses to the action that it believes should prevent the certification of the class, as well as the potential assessment of any damages on a class basis. Legal proceedings are inherently unpredictable, and the Company is not able to predict the ultimate outcome or cost of the unresolved matter. However, based on management’s current understanding of the relevant facts and circumstances, the Company does not believe that these proceedings give rise to a probable or estimable loss and should not have a material adverse effect on the Company’s financial position, operations or cash flows. Therefore, Del Taco has not recorded any amount for the claim as of September 6, 2016 (Successor). In March 2014, a former Del Taco employee filed a purported class action complaint alleging that Del Taco has not appropriately provided meal breaks and failed to pay wages to its California hourly employees. Discovery is in process and Del Taco intends to assert all of its defenses to this threatened class action and the individual claims. Del Taco has several defenses to the action that it believes should prevent the certification of the class, as well as the potential assessment of any damages on a class basis. Legal proceedings are inherently unpredictable, and the Company is not able to predict the ultimate outcome or cost of the unresolved matter. However, based on management’s current understanding of the relevant facts and circumstances, the Company does not believe that these proceedings give rise to a probable or estimable loss and should not have a material adverse effect on the Company’s financial position, operations or cash flows. Therefore, Del Taco has not recorded any amount for the claim as of September 6, 2016 (Successor). The Company and its subsidiaries are parties to other legal proceedings incidental to their businesses, including claims alleging the Company’s restaurants do not comply with the Americans with Disabilities Act of 1990. In the opinion of management, based upon information currently available, the ultimate liability with respect to those other actions will not have a material effect on the operating results, cash flows or the financial position of the Company. |
Subsequent Events
Subsequent Events | 8 Months Ended |
Sep. 06, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Subsequent Events On October 12, 2016, Del Taco acquired five franchised restaurants in and around Bakersfield, CA from a single franchisee. |
Basis of Presentation and Sum21
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 8 Months Ended |
Sep. 06, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and the rules and regulations of Securities and Exchange Commission (“SEC”). For additional information, these consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 29, 2015 ("2015 Form 10-K"). The accounting policies used in preparing these consolidated financial statements are the same as those described in our 2015 Form 10-K. As a result of the Business Combination, the Company is the acquirer for accounting purposes, and DTH is the acquiree and accounting predecessor. The Company’s financial statement presentation distinguishes a “Predecessor” for DTH for periods prior to the Closing Date. The Company is the “Successor” for periods after the Closing Date, which includes consolidation of DTH subsequent to the Business Combination on June 30, 2015. The Merger was accounted for as a business combination using the acquisition method of accounting, and the Successor financial statements reflect a new basis of accounting that is based on the fair value of the net assets acquired. See Note 3 for further discussion of the Business Combination. As a result of the application of the acquisition method of accounting as of the Closing Date, the financial statements for the Predecessor period and for the Successor period are presented on a different basis and are therefore, not comparable. The historical financial information of Del Taco, formerly LAC, prior to the Business Combination have not been reflected in the financial statements as those amounts have been considered de-minimus. The Company’s fiscal year ends on the Tuesday closest to December 31. Fiscal year 2016 is the fifty-three week period ended January 3, 2017 (Successor). Fiscal year 2015 is the fifty-two week period ended December 29, 2015 (Successor). In a fifty-three week fiscal year, the first, second and third quarters each include twelve weeks of operations and the fourth quarter includes seventeen weeks of operations. In a fifty-two week fiscal year, the first, second and third quarters each include twelve weeks of operations and the fourth quarter includes sixteen weeks of operations. For fiscal year 2016 , the Company’s accompanying financial statements reflect the twelve weeks and thirty-six weeks ended September 6, 2016 (Successor). For fiscal year 2015 , the Company’s accompanying financial statements reflect the two and twenty-six weeks ended June 30, 2015 (Predecessor) and the ten weeks ended September 8, 2015 (Successor). In the opinion of management, the accompanying consolidated financial statements reflect all adjustments which are necessary for a fair presentation of the consolidated financial position, results of operations and cash flows for the periods presented. The results of operations for such interim periods are not necessarily indicative of results of operations to be expected for the full fiscal year. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly and majority owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Management believes that such estimates have been based on reasonable and supportable assumptions and the resulting estimates are reasonable for use in the preparation of the consolidated financial statements. Actual results could differ from these estimates. The Company’s significant estimates include estimates for impairment of goodwill, intangible assets and property and equipment, valuations provided in business combinations, insurance reserves, restaurant closure reserves, stock-based compensation, contingent liabilities, certain leasing activities and income tax valuation allowances |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In March 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") No. 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting , which is intended to simplify various aspects of accounting for share-based compensation arrangements, including the income tax impact, classification on the statement of cash flows and forfeitures. This standard is effective for annual reporting periods beginning after December 15, 2016, and interim periods within that reporting period, with early adoption permitted. The Company is currently evaluating the impact of the standard on its consolidated financial statements and related disclosures. In March 2016, the FASB issued ASU No. 2016-04, Liabilities-Extinguishment of Liabilities (Subtopic 405-20): Recognition of Breakage for Certain Prepaid Stored-Value Products, which is designed to provide guidance and eliminate diversity in the accounting for the derecognition of financial liabilities related to certain prepaid stored-value products using a revenue-like breakage model. This standard is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted. This standard is to be applied retrospectively or using a cumulative effect transition method as of the date of adoption. The Company is currently evaluating the impact of the standard on its consolidated financial statements and related disclosures. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) . This guidance will result in key changes to lease accounting and will aim to bring leases onto balance sheets to give investors, lenders, and other financial statement users a more comprehensive view of a company's long-term financial obligations as well as the assets it owns versus leases. The new leasing standard will be effective for fiscal years beginning after December 15, 2018, and for interim periods within those fiscal years. The Company is currently evaluating the impact this guidance will have on its consolidated financial statements as well as the expected adoption method. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) , which provides a comprehensive new revenue recognition model that requires a company to recognize revenue in an amount that reflects the consideration it expects to receive for the transfer of promised goods or services to its customers. The standard also requires additional disclosure regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. This ASU is effective for annual periods and interim periods beginning after December 15, 2017. The ASU is to be applied retrospectively or using a cumulative effect transition method. The Company is currently evaluating which transition method to use and the effect that this pronouncement will have on its consolidated financial statements and related disclosures. |
Business Combination (Tables)
Business Combination (Tables) | 8 Months Ended |
Sep. 06, 2016 | |
Business Combinations [Abstract] | |
Schedule of Allocation of Purchase Price to Tangible and Identifiable Intangible Assets Acquired and Liabilities Assumed Based on Fair Value | The Company recorded an allocation of the purchase price to DTH’s tangible and identifiable intangible assets acquired and liabilities assumed based on their fair value as of the Closing Date. The final purchase price allocation is as follows (in thousands): Purchase Price Allocation Cash and cash equivalents $ 5,173 Accounts receivable and other receivables 3,228 Inventories 2,541 Prepaid expenses and other current assets 4,266 Total current assets 15,208 Property and equipment 105,524 Intangible assets 250,490 Other assets 4,194 Total identifiable assets acquired 375,416 Accounts payable (18,866 ) Other accrued liabilities (26,607 ) Current portion of capital lease obligations and deemed landlord financing liabilities (1,670 ) Long-term debt, capital lease obligations and deemed landlord financing liabilities (246,562 ) Deferred income taxes (80,254 ) Other long-term liabilities (36,208 ) Net identifiable liabilities assumed (34,751 ) Goodwill 319,056 Total gross consideration $ 284,305 |
Restaurant Closure Charges, N23
Restaurant Closure Charges, Net (Tables) | 8 Months Ended |
Sep. 06, 2016 | |
Restructuring and Related Activities [Abstract] | |
Restaurant Closure Liability Activity | The following table represents other restaurant closure liability activity related to restaurant closures prior to 2015 and sublease income shortfalls (in thousands): Total Balance at December 29, 2015 (Successor) $ 1,023 Charges for accretion in current period 57 Cash payments (73 ) Balance at September 6, 2016 (Successor) $ 1,007 |
Closure Liability Activity for 12 Closed Restaurants | A summary of the restaurant closure liability activity for these 12 closed restaurants consisted of the following (in thousands): Contract termination costs Other associated costs Total Balance at December 29, 2015 (Successor) $ 3,637 $ 163 $ 3,800 Charges for accretion in current period 96 — 96 Cash payments (1,076 ) (163 ) (1,239 ) Adjustments to estimates based on current activity (552 ) — (552 ) Balance at September 6, 2016 (Successor) $ 2,105 $ — $ 2,105 |
Goodwill and other Intangible24
Goodwill and other Intangible Assets (Tables) | 8 Months Ended |
Sep. 06, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Other Intangible Assets | The Company’s other intangible assets at September 6, 2016 (Successor) and December 29, 2015 (Successor) consisted of the following (in thousands): Successor September 6, 2016 December 29, 2015 Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Favorable lease assets $ 14,207 $ (2,409 ) $ 11,798 $ 14,207 $ (1,020 ) $ 13,187 Franchise rights 15,783 (1,678 ) 14,105 15,897 (711 ) 15,186 Total amortized other intangible assets $ 29,990 $ (4,087 ) $ 25,903 $ 30,104 $ (1,731 ) $ 28,373 |
Debt, Obligations Under Capit25
Debt, Obligations Under Capital Leases and Deemed Landlord Financing Liabilities (Tables) | 8 Months Ended |
Sep. 06, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The Company’s long-term debt, capital lease obligations and deemed landlord financing liabilities at September 6, 2016 (Successor) and December 29, 2015 (Successor) consisted of the following (in thousands): Successor September 6, 2016 December 29, 2015 2015 Senior Credit Facility, net of debt discount of $1,128 and $1,328 and deferred financing costs of $381 and $448 at September 6, 2016 (Successor) and December 29, 2015 (Successor), respectively $ 154,491 $ 152,224 Total outstanding indebtedness 154,491 152,224 Obligations under capital leases and deemed landlord financing liabilities 16,255 17,469 Total debt 170,746 169,693 Less: amounts due within one year 1,639 1,725 Total amounts due after one year, net $ 169,107 $ 167,968 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 8 Months Ended |
Sep. 06, 2016 | |
Fair Value Disclosures [Abstract] | |
Summary of Estimated Fair Values of Long-term Debt Instruments, Warrant Liability and Interest Rate Cap Agreement | The following is a summary of the estimated fair values for the long-term debt instruments (in thousands): Successor September 6, 2016 December 29, 2015 Estimated Fair Value Book Value Estimated Fair Value Book Value 2015 Senior Credit Facility $ 154,491 $ 154,491 $ 152,224 $ 152,224 |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | The Company's assets and liabilities measured at fair value on a recurring basis as of September 6, 2016 (Successor) and December 29, 2015 (Successor) were as follows (in thousands): (Unaudited) September 6, 2016 Markets for Identical Assets (Level 1) Observable Inputs (Level 2) Unobservable Inputs (Level 3) 2016 Interest Rate Cap Agreement $ 190 $ — $ 190 $ — Total assets measured at fair value $ 190 $ — $ 190 $ — December 29, 2015 Markets for Identical Assets (Level 1) Observable Inputs (Level 2) Unobservable Inputs (Level 3) 2010 Interest Rate Cap Agreement $ — $ — $ — $ — Total assets measured at fair value $ — $ — $ — $ — |
Other Accrued Liabilities and27
Other Accrued Liabilities and Other Non-current Liabilities (Tables) | 8 Months Ended |
Sep. 06, 2016 | |
Other Liabilities Disclosure [Abstract] | |
Summary of Other Accrued Liabilities | A summary of other accrued liabilities follows (in thousands): Successor September 6, 2016 December 29, 2015 Employee compensation and related items $ 7,847 $ 7,818 Accrued insurance 7,091 7,168 Accrued sales tax 3,926 3,604 Accrued bonus 3,173 5,352 Accrued income tax 2,724 30 Accrued advertising 2,452 999 Accrued real property tax 1,743 1,378 Restaurant closure liability 1,033 1,617 Other 6,305 4,931 $ 36,294 $ 32,897 |
Summary of Other Non-current Liabilities | A summary of other non-current liabilities follows (in thousands): Successor September 6, 2016 December 29, 2015 Unfavorable lease liabilities $ 17,876 $ 19,685 Insurance reserves 6,335 5,963 Restaurant closure liability 2,079 3,206 Unearned trade discount, non-current 1,736 2,028 Deferred development and initial franchise fees 1,700 1,920 Deferred gift card income 1,356 2,217 Deferred rent liability 1,348 731 Other 970 501 $ 33,400 $ 36,251 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 8 Months Ended |
Sep. 06, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Outstanding and Unvested Restricted Stock Activity | A summary of outstanding and unvested restricted stock activity as of September 6, 2016 (Successor) and changes during the period December 29, 2015 (Successor) through September 6, 2016 (Successor) is as follows: Shares Weighted-Average Grant Date Fair Value Nonvested at December 29, 2015 (Successor) 946,494 $ 11.16 Granted 461,124 9.30 Vested (265,046 ) 11.25 Forfeited — — Nonvested at September 6, 2016 (Successor) 1,142,572 $ 10.39 |
Summary of Stock Options Activity | A summary of stock option activity as of September 6, 2016 (Successor) and changes during the period December 29, 2015 (Successor) through September 6, 2016 (Successor) is as follows: Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (in years) Options outstanding at December 29, 2015 (Successor) 224,000 $ 10.40 6.5 $ 67 Granted 122,000 9.14 Exercised — — Forfeited (8,500 ) 10.40 Options outstanding at September 6, 2016 (Successor) 337,500 $ 9.95 6.4 $ 419 Options exercisable at September 6, 2016 (Successor) 54,250 $ 10.40 6.2 $ 43 Options exercisable and expected to vest at September 6, 2016 (Successor) 305,296 $ 9.96 6.4 $ 376 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 8 Months Ended |
Sep. 06, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Income (Loss) Per Share Data | Below are basic and diluted net income (loss) per share for the periods indicated (amounts in thousands except share and per share data): Successor Predecessor 12 Weeks Ended 10 Weeks Ended 2 Weeks Ended Numerator: Net income (loss) $ 4,949 $ (2,186 ) $ 2,416 Denominator: Weighted-average shares outstanding - basic 38,465,064 38,802,425 6,707,776 Dilutive effect of unvested restricted stock and RSUs 223,897 — — Dilutive effect of stock options — — — Dilutive effect of warrants — — — Weighted-average shares outstanding - diluted 38,688,961 38,802,425 6,707,776 Net income (loss) per share - basic $ 0.13 $ (0.06 ) $ 0.36 Net income (loss) per share - diluted $ 0.13 $ (0.06 ) $ 0.36 Antidilutive stock options, unvested restricted stock awards, unvested RSUs and warrants excluded from the computations 10,829,117 2,632,739 — Successor Predecessor 36 Weeks Ended 10 Weeks Ended 26 Weeks Ended Numerator: Net income (loss) $ 12,874 $ (2,186 ) $ 2,104 Denominator: Weighted-average shares outstanding - basic 38,518,431 38,802,425 5,492,417 Dilutive effect of unvested restricted stock and RSUs 163,842 — 13,972 Dilutive effect of stock options — — 93,634 Dilutive effect of warrants — — 10,836 Weighted-average shares outstanding - diluted 38,682,273 38,802,425 5,610,859 Net income (loss) per share - basic $ 0.33 $ (0.06 ) $ 0.38 Net income (loss) per share - diluted $ 0.33 $ (0.06 ) $ 0.37 Antidilutive stock options, unvested restricted stock awards, unvested RSUs and warrants excluded from the computations 12,126,069 2,632,739 — |
Description of Business - Addit
Description of Business - Additional Information (Details) | Mar. 12, 2015 | Sep. 06, 2016staterestaurant | Sep. 08, 2015staterestaurant |
Franchisor Disclosure [Line Items] | |||
Stock purchase agreement date | Mar. 12, 2015 | ||
Successor [Member] | |||
Franchisor Disclosure [Line Items] | |||
Number of states in which entity operates | state | 16 | ||
Successor [Member] | Entity Operated Units [Member] | |||
Franchisor Disclosure [Line Items] | |||
Number of restaurants | 300 | ||
Successor [Member] | Franchised Units [Member] | |||
Franchisor Disclosure [Line Items] | |||
Number of restaurants | 246 | ||
Successor [Member] | Franchised Units [Member] | GUAM | |||
Franchisor Disclosure [Line Items] | |||
Number of restaurants | 1 | ||
Predecessor [Member] | |||
Franchisor Disclosure [Line Items] | |||
Number of states in which entity operates | state | 16 | ||
Predecessor [Member] | Entity Operated Units [Member] | |||
Franchisor Disclosure [Line Items] | |||
Number of restaurants | 306 | ||
Predecessor [Member] | Franchised Units [Member] | |||
Franchisor Disclosure [Line Items] | |||
Number of restaurants | 241 | ||
Predecessor [Member] | Franchised Units [Member] | GUAM | |||
Franchisor Disclosure [Line Items] | |||
Number of restaurants | 1 |
Business Combination - Addition
Business Combination - Additional Information (Detail) - USD ($) $ in Thousands | Aug. 08, 2016 | Jun. 30, 2015 | Jun. 30, 2015 | Sep. 08, 2015 | Sep. 06, 2016 | Jun. 30, 2015 | Sep. 06, 2016 |
Business Acquisition [Line Items] | |||||||
Number of shares issued (in shares) | 1,533,542 | ||||||
Payments to acquire businesses, gross | $ 120,000 | ||||||
Insurance Recoveries | $ 200 | ||||||
DTH | |||||||
Business Acquisition [Line Items] | |||||||
Payments to acquire businesses, gross | $ 284,300 | ||||||
Successor [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Proceeds from issuance of common stock | $ 35,000 | $ 0 | |||||
Goodwill adjustments | (400) | ||||||
Transaction-related costs | 11,978 | 490 | 681 | ||||
Payments of transaction cost | $ 11,978 | $ (100) | 100 | ||||
Successor [Member] | DTH | |||||||
Business Acquisition [Line Items] | |||||||
Goodwill adjustments | $ (800) | ||||||
Predecessor [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Number of shares issued (in shares) | 3,089,532 | ||||||
Proceeds from issuance of common stock | $ 91,236 | ||||||
Transaction-related costs | $ 61 | 7,255 | |||||
Payments of transaction cost | $ 61 | $ 7,255 | |||||
Predecessor [Member] | DTH | |||||||
Business Acquisition [Line Items] | |||||||
Number of shares issued (in shares) | 2,348,968 | ||||||
Proceeds from issuance of common stock | $ 91,200 | ||||||
DTH Share Holders [Member] | Predecessor [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Number of shares issued (in shares) | 740,564 | ||||||
Proceeds from issuance of common stock | $ 28,800 |
Business Combination - Schedule
Business Combination - Schedule of Preliminary Allocation of Purchase Price to Tangible and Identifiable Intangible Assets Acquired and Liabilities Assumed Based on Fair Value (Detail) - DTH $ in Thousands | Jun. 30, 2015USD ($) |
Business Acquisition [Line Items] | |
Cash and cash equivalents | $ 5,173 |
Accounts receivable and other receivables | 3,228 |
Inventories | 2,541 |
Prepaid expenses and other current assets | 4,266 |
Total current assets | 15,208 |
Property and equipment | 105,524 |
Intangible assets | 250,490 |
Other assets | 4,194 |
Total identifiable assets acquired | 375,416 |
Accounts payable | (18,866) |
Other accrued liabilities | (26,607) |
Current portion of capital lease obligations and deemed landlord financing liabilities | (1,670) |
Long-term debt, capital lease obligations and deemed landlord financing liabilities | (246,562) |
Deferred income taxes | (80,254) |
Other long-term liabilities | (36,208) |
Net identifiable liabilities assumed | (34,751) |
Goodwill | 319,056 |
Total gross consideration | $ 284,305 |
Restaurant Closure Charges, N33
Restaurant Closure Charges, Net - Additional Information (Details) - Successor [Member] $ in Thousands | 2 Months Ended | 3 Months Ended | 4 Months Ended | 8 Months Ended |
Sep. 08, 2015USD ($) | Sep. 06, 2016USD ($) | Dec. 29, 2015USD ($)location | Sep. 06, 2016USD ($) | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring closure liability | $ 3,100 | $ 4,800 | $ 3,100 | |
Current portion of restaurant closure liability | 1,033 | 1,617 | 1,033 | |
Non-current portion of restaurant closure liability | 2,079 | 3,206 | 2,079 | |
Charges for accretion in current period | $ 0 | (403) | ||
Closure of 12 Underperforming Restaurants [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring closure liability | 2,105 | 3,800 | 2,105 | |
Current portion of restaurant closure liability | 900 | 1,500 | 900 | |
Non-current portion of restaurant closure liability | 1,200 | $ 2,300 | 1,200 | |
Number of underperforming locations | location | 12 | |||
Charges for accretion in current period | 29 | 96 | ||
Fixed asset write-off | 100 | 200 | ||
Facility Closing [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring closure liability | 1,007 | $ 1,023 | 1,007 | |
Current portion of restaurant closure liability | 100 | 100 | 100 | |
Non-current portion of restaurant closure liability | $ 900 | $ 900 | 900 | |
Charges for accretion in current period | $ 57 |
Restaurant Closure Charges, N34
Restaurant Closure Charges, Net - Restaurant Closure Liability Activity (Details) - Successor [Member] - USD ($) $ in Thousands | 2 Months Ended | 3 Months Ended | 8 Months Ended |
Sep. 08, 2015 | Sep. 06, 2016 | Sep. 06, 2016 | |
Restructuring Reserve [Roll Forward] | |||
Closure liability, Beginning balance | $ 4,800 | ||
Charges for accretion in current period | $ 0 | (403) | |
Closure liability, Ending balance | $ 3,100 | 3,100 | |
Facility Closing [Member] | |||
Restructuring Reserve [Roll Forward] | |||
Closure liability, Beginning balance | 1,023 | ||
Charges for accretion in current period | 57 | ||
Cash payments | (73) | ||
Closure liability, Ending balance | 1,007 | 1,007 | |
Closure of 12 Underperforming Restaurants [Member] | |||
Restructuring Reserve [Roll Forward] | |||
Closure liability, Beginning balance | 3,800 | ||
Charges for accretion in current period | 29 | 96 | |
Cash payments | (1,239) | ||
Adjustments to estimates based on current activity | (552) | ||
Closure liability, Ending balance | 2,105 | 2,105 | |
Closure of 12 Underperforming Restaurants [Member] | Contract termination costs | |||
Restructuring Reserve [Roll Forward] | |||
Closure liability, Beginning balance | 3,637 | ||
Charges for accretion in current period | 96 | ||
Cash payments | (1,076) | ||
Adjustments to estimates based on current activity | (552) | ||
Closure liability, Ending balance | 2,105 | 2,105 | |
Closure of 12 Underperforming Restaurants [Member] | Other associated costs | |||
Restructuring Reserve [Roll Forward] | |||
Closure liability, Beginning balance | 163 | ||
Charges for accretion in current period | 0 | ||
Cash payments | (163) | ||
Adjustments to estimates based on current activity | 0 | ||
Closure liability, Ending balance | $ 0 | $ 0 |
Goodwill and other Intangible35
Goodwill and other Intangible Assets - Schedule of Other Intangible Assets (Detail) - Successor [Member] - USD ($) $ in Thousands | Sep. 06, 2016 | Dec. 29, 2015 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 29,990 | $ 30,104 |
Accumulated Amortization | (4,087) | (1,731) |
Net | 25,903 | 28,373 |
Favorable Lease Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 14,207 | 14,207 |
Accumulated Amortization | (2,409) | (1,020) |
Net | 11,798 | 13,187 |
Franchise rights [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 15,783 | 15,897 |
Accumulated Amortization | (1,678) | (711) |
Net | $ 14,105 | $ 15,186 |
Goodwill and other Intangible36
Goodwill and other Intangible Assets - Additional Information (Details) - Successor [Member] $ in Thousands | 8 Months Ended | |
Sep. 06, 2016USD ($)location | Dec. 29, 2015USD ($) | |
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill | $ 319,526 | $ 318,275 |
Number of franchise locations closed | location | 3 | |
Franchise rights [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Franchise rights written off | $ 100 |
Debt, Obligations Under Capit37
Debt, Obligations Under Capital Leases and Deemed Landlord Financing Liabilities - Schedule of Debt (Detail) - Successor [Member] - USD ($) $ in Thousands | Sep. 06, 2016 | Dec. 29, 2015 | Aug. 04, 2015 |
Debt Instrument [Line Items] | |||
Total outstanding indebtedness | $ 154,491 | $ 152,224 | |
Obligations under capital leases and deemed landlord financing liabilities | 16,255 | 17,469 | |
Total debt | 170,746 | 169,693 | |
Less: amounts due within one year | 1,639 | 1,725 | |
Total amounts due after one year, net | 169,107 | 167,968 | |
2015 Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Credit Facility | 154,491 | 152,224 | |
Debt discount | 1,128 | 1,328 | $ 1,400 |
Deferred finance costs | $ 381 | $ 448 |
Debt, Obligations Under Capit38
Debt, Obligations Under Capital Leases and Deemed Landlord Financing Liabilities - Additional Information (Detail) - USD ($) | Aug. 04, 2015 | Jun. 30, 2015 | Mar. 12, 2015 | Mar. 31, 2015 | Sep. 08, 2015 | Sep. 06, 2016 | Mar. 22, 2016 | Jun. 16, 2015 | Jun. 30, 2015 | Sep. 06, 2016 | Dec. 29, 2015 | Mar. 20, 2015 |
DTH 2013 Senior Credit Facility [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Proceed from revolver | $ 10,000,000 | |||||||||||
Outstanding amount of subordinated notes | $ 111,200,000 | |||||||||||
Successor [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Payment of senior secured debt and costs associated with refinancing | $ 7,000,000 | $ 12,000,000 | ||||||||||
Debt modification costs | 78,000 | $ 0 | 0 | |||||||||
Amortization of deferred financing costs including debt discount | 100,000 | 300,000 | ||||||||||
Successor [Member] | 2015 Revolving Credit Facility [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Credit agreement issuance date | Aug. 4, 2015 | |||||||||||
Credit agreement maturity date | Aug. 4, 2020 | |||||||||||
Credit facility amount | $ 250,000,000 | |||||||||||
Letters of credit | 19,000,000 | 19,000,000 | ||||||||||
Credit fees applicable margin percentage (percent) | 1.75% | |||||||||||
Unused commitment fee percentage (percent) | 0.20% | |||||||||||
Unamortized debt discount | $ 1,400,000 | $ 1,128,000 | $ 1,128,000 | $ 1,328,000 | ||||||||
Deferred financing costs | $ 500,000 | |||||||||||
Interest rate on outstanding balance of credit facility (percent) | 2.30% | 2.30% | ||||||||||
Availability for additional borrowings under credit facility | $ 75,000,000 | $ 75,000,000 | ||||||||||
Credit facility outstanding borrowings | $ 156,000,000 | $ 156,000,000 | ||||||||||
Successor [Member] | LIBOR [Member] | 2015 Revolving Credit Facility [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Credit facility margins on variable rate (percent) | 2.00% | |||||||||||
Decrease on applicable margin (percent) | 0.25% | |||||||||||
Successor [Member] | LIBOR [Member] | 2015 Revolving Credit Facility [Member] | Minimum [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Credit facility margins on variable rate (percent) | 1.50% | |||||||||||
Successor [Member] | LIBOR [Member] | 2015 Revolving Credit Facility [Member] | Maximum [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Credit facility margins on variable rate (percent) | 2.50% | |||||||||||
Successor [Member] | Base Rate [Member] | 2015 Revolving Credit Facility [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Credit facility margins on variable rate (percent) | 1.00% | |||||||||||
Decrease on applicable margin (percent) | 0.25% | |||||||||||
Successor [Member] | Base Rate [Member] | 2015 Revolving Credit Facility [Member] | Minimum [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Credit facility margins on variable rate (percent) | 0.50% | |||||||||||
Successor [Member] | Base Rate [Member] | 2015 Revolving Credit Facility [Member] | Maximum [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Credit facility margins on variable rate (percent) | 1.50% | |||||||||||
Successor [Member] | DTH 2013 Senior Credit Facility [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Credit facility amount | 267,100,000 | |||||||||||
Letters of credit | $ 17,600,000 | |||||||||||
Successor [Member] | DTH 2013 Senior Credit Facility [Member] | 2013 Term Loan [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Credit facility | 162,500,000 | 227,100,000 | ||||||||||
Successor [Member] | DTH 2013 Senior Credit Facility [Member] | 2013 Revolver [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Credit facility amount | 40,000,000 | |||||||||||
Successor [Member] | DTH 2013 Senior Credit Facility [Member] | Secured Debt [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Payment of senior secured debt and costs associated with refinancing | $ 164,000,000 | |||||||||||
Predecessor [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Payment of senior secured debt and costs associated with refinancing | $ 6,000,000 | |||||||||||
Unamortized debt discount | $ 1,500,000 | |||||||||||
Debt modification costs | $ 1,000 | 139,000 | ||||||||||
Outstanding amount of subordinated notes | $ 111,200,000 | |||||||||||
Debt refinancing cost | $ 1,600,000 | |||||||||||
Interest expenses related to subordinated notes | 3,100,000 | |||||||||||
Predecessor [Member] | Line of Credit [Member] | DTH 2013 Senior Credit Facility [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt modification costs | $ 100,000 | |||||||||||
Predecessor [Member] | Medium-term Notes [Member] | DTH 2013 Senior Credit Facility [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Increase (decrease) in borrowing capacity | $ 25,100,000 | |||||||||||
Predecessor [Member] | DTH 2013 Senior Credit Facility [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Amortization of deferred financing costs including debt discount | $ 100,000 | $ 900,000 | ||||||||||
Predecessor [Member] | DTH 2013 Senior Credit Facility [Member] | LIBOR [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Credit facility margins on variable rate (percent) | 4.25% | |||||||||||
Predecessor [Member] | DTH 2013 Senior Credit Facility [Member] | LIBOR [Member] | Maximum [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Increase (Decrease) in interest rate | 1.00% |
Derivative Instruments - Additi
Derivative Instruments - Additional Information (Details) - USD ($) | Mar. 20, 2015 | Jun. 30, 2015 | Sep. 06, 2016 | Jul. 11, 2016 | Dec. 29, 2015 |
Derivative [Line Items] | |||||
Warrant exercise price per share (in dollars per share) | $ 11.50 | ||||
Predecessor [Member] | |||||
Derivative [Line Items] | |||||
Exercise and settlement of warrants (in shares) | 213,025 | ||||
Reduction in warrant liability due to mark-to-market adjustment | $ 35,000 | ||||
GSMP [Member] | Predecessor [Member] | |||||
Derivative [Line Items] | |||||
Warrants to purchase of common stock (in shares) | 597,802 | ||||
Warrant exercise price per share (in dollars per share) | $ 25 | ||||
Fair value of warrant liability | $ 8,300,000 | ||||
Common shares redeemed | 384,777 | ||||
Interest Rate Cap [Member] | Cash Flow Hedging [Member] | Successor [Member] | |||||
Derivative [Line Items] | |||||
Notional amount | $ 70,000,000 | $ 87,500,000 | |||
Cap interest rate | 2.00% | ||||
Amount expected to be reclassified into earnings over the remaining term of the agreement | $ 300,000 | ||||
Amount expected to be reclassified into interest expense over the next 12 months | $ 1,000 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | Sep. 06, 2016 | Dec. 29, 2015 |
Successor [Member] | Interest Rate Cap [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value of interest rate cap | $ 190,000 | $ 0 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Estimated Fair Values of Long-term Debt Instruments, Warrant Liability and Interest Rate Cap Agreement (Detail) - Successor [Member] - 2015 Revolving Credit Facility [Member] - USD ($) $ in Thousands | Sep. 06, 2016 | Dec. 29, 2015 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Credit Facility | $ 154,491 | $ 152,224 |
Estimated Fair Value [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Credit Facility | 154,491 | 152,224 |
Book Value [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Credit Facility | $ 154,491 | $ 152,224 |
Fair Value Measurements Fair Va
Fair Value Measurements Fair Value Measurement Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 06, 2016 | Dec. 29, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate cap | $ 190 | $ 0 |
Total assets measured at fair value | 190 | 0 |
Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate cap | 0 | 0 |
Total assets measured at fair value | 0 | 0 |
Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate cap | 190 | 0 |
Total assets measured at fair value | 190 | 0 |
Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate cap | 0 | 0 |
Total assets measured at fair value | $ 0 | $ 0 |
Other Accrued Liabilities and43
Other Accrued Liabilities and Other Non-current Liabilities - Summary of Other Accrued Liabilities (Detail) - Successor [Member] - USD ($) $ in Thousands | Sep. 06, 2016 | Dec. 29, 2015 |
Accrued Liabilities Current [Line Items] | ||
Employee compensation and related items | $ 7,847 | $ 7,818 |
Accrued insurance | 7,091 | 7,168 |
Accrued sales tax | 3,926 | 3,604 |
Accrued bonus | 3,173 | 5,352 |
Accrued income tax | 2,724 | 30 |
Accrued advertising | 2,452 | 999 |
Accrued real property tax | 1,743 | 1,378 |
Restaurant closure liability | 1,033 | 1,617 |
Other | 6,305 | 4,931 |
Other accrued liabilities | $ 36,294 | $ 32,897 |
Other Accrued Liabilities and44
Other Accrued Liabilities and Other Non-current Liabilities - Summary of Other Non-current Liabilities (Detail) - Successor [Member] - USD ($) $ in Thousands | Sep. 06, 2016 | Dec. 29, 2015 |
Other Non Current Liabilities [Line Items] | ||
Unfavorable lease liabilities | $ 17,876 | $ 19,685 |
Insurance reserves | 6,335 | 5,963 |
Restaurant closure liability | 2,079 | 3,206 |
Unearned trade discount, non-current | 1,736 | 2,028 |
Deferred development and initial franchise fees | 1,700 | 1,920 |
Deferred gift card income | 1,356 | 2,217 |
Deferred rent liability | 1,348 | 731 |
Other | 970 | 501 |
Other non-current liabilities | $ 33,400 | $ 36,251 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ in Thousands | Mar. 20, 2015 | Sep. 08, 2015 | Sep. 06, 2016 | Jun. 30, 2015 | Sep. 06, 2016 | Dec. 29, 2015 |
2015 Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock reserved and authorized for issuance (in shares) | 3,300,000 | 3,300,000 | ||||
Common stock authorized and available for grant (in shares) | 1,554,882 | 1,554,882 | ||||
Successor [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Payments related to employee tax withholding obligations | $ 0 | $ 916 | ||||
Number of awards outstanding (in shares) | 1,142,572 | 1,142,572 | 946,494 | |||
Number of stock options outstanding (in shares) | 337,500 | 337,500 | 224,000 | |||
Successor [Member] | 2015 Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation expense recorded | $ 1,000 | $ 2,600 | ||||
Successor [Member] | Restricted Shares [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Unrecognized compensation expense, net | 10,600 | $ 10,600 | ||||
Weighted average period of recognition (in years) | 2 years 11 months 16 days | |||||
Payments related to employee tax withholding obligations | $ 900 | |||||
Successor [Member] | Stock Options [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Unrecognized stock compensation expense | $ 900 | $ 900 | ||||
Vesting period (in years) | 3 years 2 months 23 days | |||||
Predecessor [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation expense recorded | $ 500 | |||||
Shares issued for employee tax withholding obligations (in shares) | 237,948 | |||||
Shares redeemed for employee tax withholding obligations (in shares) | 247,552 | |||||
Payments related to employee tax withholding obligations | $ 7,500 | $ 7,533 | ||||
Number of stock options outstanding (in shares) | 0 | 0 | ||||
Predecessor [Member] | Restricted Stock Units (RSUs) [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of awards outstanding (in shares) | 0 | 0 | 0 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Outstanding and Unvested Restricted Stock Activity (Details) | 8 Months Ended |
Sep. 06, 2016$ / sharesshares | |
Weighted-Average Grant Date Fair Value | |
Document Period End Date | Sep. 6, 2016 |
Successor [Member] | |
Shares | |
Nonvested Shares, Beginning balance (in shares) | shares | 946,494 |
Granted (in shares) | shares | 461,124 |
Vested (in shares) | shares | (265,046) |
Forfeited (in shares) | shares | 0 |
Nonvested Shares, Ending balance (in shares) | shares | 1,142,572 |
Weighted-Average Grant Date Fair Value | |
Weighted-Average Grant Date Fair Value, Beginning balance (in dollars per share) | $ / shares | $ 11.16 |
Weighted-Average Grant Date Fair Value, Granted (in dollars per share) | $ / shares | 9.30 |
Weighted-Average Grant Date Fair Value, Vested (in dollars per share) | $ / shares | 11.25 |
Weighted-Average Grant Date Fair Value, Forfeited (in dollars per share) | $ / shares | 0 |
Weighted-Average Grant Date Fair Value, Ending balance (in dollars per share) | $ / shares | $ 10.39 |
Stock-Based Compensation - Su47
Stock-Based Compensation - Summary of Stock Options Activity (Details) - Successor [Member] - USD ($) $ / shares in Units, $ in Thousands | 8 Months Ended | 12 Months Ended |
Sep. 06, 2016 | Dec. 29, 2015 | |
Shares | ||
Options outstanding, Beginning balance (in shares) | 224,000 | |
Granted (in shares) | 122,000 | |
Exercised (in shares) | 0 | |
Forfeited (in shares) | (8,500) | |
Options outstanding, Ending balance (in shares) | 337,500 | 224,000 |
Options exercisable (in shares) | 54,250 | |
Options exercisable and expected to vest (in shares) | 305,296 | |
Weighted Average Exercise Price | ||
Weighted Average Exercise Price, Options outstanding, Beginning balance (in dollars per share) | $ 10.40 | |
Weighted Average Exercise Price, Granted (in dollars per share) | 9.14 | |
Weighted Average Exercise Price, Exercised (in dollars per share) | 0 | |
Weighted Average Exercise Price, Forfeited (in dollars per share) | 10.40 | |
Weighted Average Exercise Price, Options outstanding, Ending balance (in dollars per share) | 9.95 | $ 10.40 |
Weighted Average Exercise Price, Options exercisable (in dollars per share) | 10.40 | |
Weighted Average Exercise Price, Options exercisable and expected (in dollars per share) | $ 9.96 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||
Weighted Average Remaining Contractual Term, Options outstanding (in years) | 6 years 5 months 12 days | 6 years 6 months |
Weighted Average Remaining Contractual Term, Options exercisable (in years) | 6 years 2 months 19 days | |
Weighted Average Remaining Contractual Term, Options exercisable and expected to vest (in years) | 6 years 5 months 12 days | |
Aggregate Intrinsic Value, Options outstanding, Beginning balance | $ 67 | |
Aggregate Intrinsic Value, Options outstanding, Ending balance | 419 | $ 67 |
Aggregate Intrinsic Value, Options exercisable | 43 | |
Aggregate Intrinsic Value, Options excersiable and expected to vest | $ 376 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Detail) - USD ($) | Aug. 08, 2016 | Jul. 25, 2016 | Jul. 11, 2016 | Sep. 06, 2016 | Sep. 06, 2016 | Aug. 23, 2016 | Feb. 26, 2016 |
Class of Stock [Line Items] | |||||||
Number of shares received in exchange for each warrant | 0.2780 | ||||||
Warrant exercise price per share (in dollars per share) | $ 11.50 | ||||||
Number of shares received in exchange offer | 1 | ||||||
Number of warrants exchanged for each share | 3.6 | ||||||
Number of warrants eligible for exchange offer, maximum | 7,750,000 | 6,750,000 | |||||
Number of warrants tendered in the exchange offer | 5,516,243 | ||||||
Number of warrants tendered by directors and executive officers, minimum | 1,501,800 | ||||||
Shares issued in exchange for warrants tendered (in shares) | 1,533,542 | ||||||
Class of Warrant or Right, Outstanding | 6,646,574 | ||||||
Transaction costs elated to exchange offer | $ 600,000 | ||||||
Common Stock and Warrants [Member] | |||||||
Class of Stock [Line Items] | |||||||
Maximum authorized stock repurchase amount (up to) | 50,000,000 | $ 50,000,000 | $ 25,000,000 | $ 25,000,000 | |||
Successor [Member] | Common Stock and Warrants [Member] | |||||||
Class of Stock [Line Items] | |||||||
Remaining authorized stock repurchase amount | $ 37,900,000 | $ 37,900,000 | |||||
Successor [Member] | Common Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Shares repurchased (in shares) | 505,808 | 1,134,790 | |||||
Treasury Stock Acquired, Average Cost Per Share | $ 9.45 | $ 9.78 | |||||
Shares repurchased, value | $ 4,800,000 | $ 11,200,000 | |||||
Successor [Member] | Warrants [Member] | |||||||
Class of Stock [Line Items] | |||||||
Shares repurchased (in shares) | 235,000 | 476,806 | |||||
Treasury Stock Acquired, Average Cost Per Share | $ 1.85 | $ 2.11 | |||||
Shares repurchased, value | $ 400,000 | $ 1,000,000 |
Earnings per Share - Schedule o
Earnings per Share - Schedule of Basic and Diluted Net Income per Share Data (Detail) - USD ($) $ / shares in Units, $ in Thousands | Jun. 30, 2015 | Sep. 08, 2015 | Sep. 06, 2016 | Jun. 30, 2015 | Sep. 06, 2016 |
Successor [Member] | |||||
Numerator: | |||||
Net income (loss) | $ (2,186) | $ 4,949 | $ 12,874 | ||
Denominator: | |||||
Weighted-average shares outstanding - basic (in shares) | 38,802,425 | 38,465,064 | 38,518,431 | ||
Weighted-average shares outstanding - diluted | 38,802,425 | 38,688,961 | 38,682,273 | ||
Net (loss) income per share - basic (in dollars per share) | $ (0.06) | $ 0.13 | $ 0.33 | ||
Net (loss) income per share - diluted (in dollars per share) | $ (0.06) | $ 0.13 | $ 0.33 | ||
Antidilutive stock options, unvested restricted stock awards, unvested RSUs and warrants excluded from the computations (in dollars per share) | 2,632,739 | 10,829,117 | 12,126,069 | ||
Successor [Member] | Restricted Stock and RSUs [Member] | |||||
Denominator: | |||||
Dilutive effect (in shares) | 0 | 223,897 | 163,842 | ||
Successor [Member] | Stock Options [Member] | |||||
Denominator: | |||||
Dilutive effect (in shares) | 0 | 0 | 0 | ||
Successor [Member] | Warrants [Member] | |||||
Denominator: | |||||
Dilutive effect (in shares) | 0 | 0 | 0 | ||
Predecessor [Member] | |||||
Numerator: | |||||
Net income (loss) | $ 2,416 | $ 2,104 | |||
Denominator: | |||||
Weighted-average shares outstanding - basic (in shares) | 6,707,776 | 5,492,417 | |||
Weighted-average shares outstanding - diluted | 6,707,776 | 5,610,859 | |||
Net (loss) income per share - basic (in dollars per share) | $ 0.36 | $ 0.38 | |||
Net (loss) income per share - diluted (in dollars per share) | $ 0.36 | $ 0.37 | |||
Antidilutive stock options, unvested restricted stock awards, unvested RSUs and warrants excluded from the computations (in dollars per share) | 0 | 0 | |||
Predecessor [Member] | Restricted Stock and RSUs [Member] | |||||
Denominator: | |||||
Dilutive effect (in shares) | 0 | 13,972 | |||
Predecessor [Member] | Stock Options [Member] | |||||
Denominator: | |||||
Dilutive effect (in shares) | 0 | 93,634 | |||
Predecessor [Member] | Warrants [Member] | |||||
Denominator: | |||||
Dilutive effect (in shares) | 0 | 10,836 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | Jun. 30, 2015 | Sep. 08, 2015 | Sep. 06, 2016 | Jun. 30, 2015 | Sep. 06, 2016 |
Successor [Member] | |||||
Income Tax Disclosure [Line Items] | |||||
Effective income tax rates (percent) | (58.90%) | 45.20% | 42.50% | ||
Provision (benefit) for income taxes | $ (3,132) | $ 4,076 | $ 9,529 | ||
Income tax benefit attributable to change in valuation allowance | $ 1,900 | ||||
Predecessor [Member] | |||||
Income Tax Disclosure [Line Items] | |||||
Effective income tax rates (percent) | 149.80% | (26.00%) | |||
Provision (benefit) for income taxes | $ (1,449) | $ 740 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 8 Months Ended | |
Sep. 06, 2016 | Sep. 06, 2016 | Dec. 29, 2015 | |
Loss Contingencies [Line Items] | |||
Purchasing commitments contract extended terms | 2,021 | ||
Litigation Case on April 2015 | |||
Loss Contingencies [Line Items] | |||
Insurance deductible per claim | $ 250 | ||
Successor [Member] | |||
Loss Contingencies [Line Items] | |||
Contractual purchase obligations for goods and services | $ 79,100 | 79,100 | |
Successor [Member] | Litigation Case on April 2015 | |||
Loss Contingencies [Line Items] | |||
Legal defense fees | 100 | 300 | |
Successor [Member] | Insurance Claims [Member] | |||
Loss Contingencies [Line Items] | |||
Reimbursement form insurance claim | $ 300 | ||
Successor [Member] | Insurance Claims [Member] | Litigation Case on April 2015 | |||
Loss Contingencies [Line Items] | |||
Reimbursement form insurance claim | $ 400 | $ 400 |
Subsequent Events (Details)
Subsequent Events (Details) | Oct. 12, 2016location |
Subsequent Event [Member] | |
Subsequent Event [Line Items] | |
Number of franchised restaurants acquired | 5 |