Zoe's Kitchen (ZOES) 10-Q 13 Nov 18 2018 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Oct. 01, 2018	Nov. 13, 2018
Document and Entity Information [Abstract]
Entity Registrant Name	ZOE'S KITCHEN, INC.
Entity Central Index Key	1,594,879
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Document Type	10-Q
Document Period End Date	Oct. 1, 2018
Document Fiscal Year Focus	2,018
Document Fiscal Period Focus	Q3
Amendment Flag	false
Entity Common Stock, Shares Outstanding		19,605,757

Unaudited Condensed Consolidate

Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Oct. 01, 2018	Dec. 25, 2017
Current Assets:
Cash and cash equivalents	$ 2,571	$ 2,276
Trade accounts receivable, net of allowance for doubtful accounts	4,238	3,148
Other accounts receivable	1,554	2,231
Inventories	2,784	2,374
Prepaid expenses and other	4,937	1,949
Total current assets	16,084	11,978
Property and equipment, net	171,381	191,686
Goodwill	29,528	29,528
Intangibles, net	5,626	6,482
Other long-term assets, net	823	848
Total long-term assets	207,358	228,544
Total assets	223,442	240,522
Current liabilities:
Accounts payable	9,850	8,629
Accrued expenses and other	15,691	14,644
Total current liabilities	25,541	23,273
Long-term liabilities:
Long-term Debt	20,500	12,500
Deemed landlord financing	26,376	33,240
Deferred rent	40,746	36,390
Deferred income taxes	2,681	4,022
Other long-term liabilities, net	0	18
Total long-term liabilities	90,303	86,170
Total liabilities	115,844	109,443
Commitments and contingencies (Note 10)
Stockholders' equity:
Common stock: $0.01 par value, 135,000,000 shares authorized as of October 1, 2018 and December 25, 2017; 19,604,590 and 19,556,044 issued and outstanding as of October 1, 2018 and December 25, 2017, respectively.	196	196
Additional paid-in capital	154,703	151,868
Accumulated deficit	(47,301)	(20,985)
Total stockholders' equity	107,598	131,079
Total liabilities and stockholders' equity	$ 223,442	$ 240,522

Unaudited Condensed Consolida_2

Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Oct. 01, 2018	Dec. 25, 2017
Statement of Financial Position [Abstract]
Common stock, par value (USD per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	135,000,000	135,000,000
Common stock, issued (in shares)	19,604,095	19,556,044
Common stock, outstanding (in shares)	19,604,095	19,556,044

Unaudited Condensed Consolida_3

Unaudited Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 01, 2018	Oct. 02, 2017	Oct. 01, 2018	Oct. 02, 2017
Revenue:
Restaurant sales	$ 78,861	$ 77,808	$ 262,448	$ 242,573
Royalty fees	39	45	125	146
Total revenue	78,900	77,853	262,573	242,719
Operating expenses:
Cost of sales	24,113	22,990	78,067	71,277
Labor	25,463	23,396	83,436	72,461
Store operating expenses	18,278	16,817	59,787	52,108
General and administrative expenses	10,006	7,723	30,298	24,832
Depreciation	4,697	4,495	15,927	13,708
Amortization	234	328	830	1,167
Pre-opening costs	206	583	1,039	1,829
Impairment loss	0	0	16,313	0
Casualty Loss	0	133	0	133
Loss from disposal of equipment	116	132	385	1,139
Total operating expenses	83,113	76,597	286,082	238,654
Income (loss) from operations	(4,213)	1,256	(23,509)	4,065
Other income and expenses:
Interest expense, net	1,261	1,093	4,128	3,479
Other income	(20)	(21)	(78)	(70)
Total other income and expenses	1,241	1,072	4,050	3,409
Income (loss) before provision for income taxes	(5,454)	184	(27,559)	656
Provision (benefit) for income taxes	(1,530)	(86)	(1,243)	(212)
Net income (loss)	$ (3,924)	$ 270	$ (26,316)	$ 868
Earnings (loss) per share:
Basic (USD per share)	$ (0.20)	$ 0.01	$ (1.35)	$ 0.04
Diluted (USD per share)	$ (0.20)	$ 0.01	$ (1.35)	$ 0.04
Weighted average shares of common stock outstanding:
Basic (in shares)	19,549,069	19,489,074	19,529,427	19,482,227
Diluted (in shares)	19,549,069	19,489,074	19,529,427	19,506,342

Unaudited Condensed Consolida_4

Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Oct. 01, 2018	Oct. 02, 2017
Statement of Cash Flows [Abstract]
Net Income (Loss)	$ (26,316)	$ 868
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation	15,927	13,708
Amortization of intangible assets	830	1,167
Equity-based compensation	2,739	2,381
Deferred income taxes	(1,341)	(170)
Amortization of loan costs	52	17
Bad debt expense	23	30
Impairment loss	16,313	0
Casualty Loss	0	133
Loss from disposal of equipment	385	1,139
Accretion of deemed landlord financing	202	229
Changes in operating assets and liabilities:
Trade accounts receivable	(1,113)	224
Other accounts receivable	769	16
Inventories	(409)	(713)
Prepaid expenses and other	(2,987)	(2,702)
Accounts payable	1,416	2,172
Accrued expenses and other	2,186	739
Deferred rent	4,472	6,231
Net cash provided by operating activities	13,148	25,469
Cash flows from investing activities:
Purchase of property and equipment	(21,024)	(41,624)
Proceeds from sale-leaseback transaction	0	2,291
Proceeds from sale of property and equipment	74	0
Net cash used in investing activities	(20,950)	(39,333)
Cash flows from financing activities:
Proceeds from line of credit	8,000	12,500
Proceeds from deemed landlord financing	0	447
Proceeds from exercise of stock options	98	0
Payments of loan acquisition fees	1	0
Net cash provided by financing activities	8,097	12,947
Net change in cash and cash equivalents	295	(917)
Cash and cash equivalents:
Beginning of period	2,276	5,493
End of period	2,571	4,576
Supplemental disclosure of cash flow information:
Cash paid for interest related to long-term debt	436	76
Cash paid for interest related to deemed landlord financing	3,627	3,403
Non-cash deemed landlord financing	(4,400)	(850)
Change in accrued purchases of property and equipment	$ (1,449)	$ (178)

Nature of Operations and Basis

Nature of Operations and Basis of Presentation	9 Months Ended
	Oct. 01, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nature of Operations and Basis of Presentation	Nature of Operations and Basis of Presentation Nature of Operations Zoe’s Kitchen, Inc. (the "Company", "Zoës", "we" or "us") primarily develops and operates fast-casual restaurants serving a distinct menu of freshly prepared Mediterranean-inspired dishes. As of October 1, 2018 , we operated 261 Company-owned restaurants and two franchise restaurants in 20 states across the United States. We have determined that we have one operating and reportable segment. All of our revenues are derived in the United States. All of our assets are located in the United States. Merger Agreement among Zoe's Kitchen, Inc. and Cava Group, Inc. On August 17, 2018, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Cava Group, Inc., a Delaware corporation (“Parent”), and Pita Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”). Pursuant to the Merger Agreement, upon the terms and subject to the conditions thereof, Merger Sub will merge with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and as a wholly owned subsidiary of Parent (the “Surviving Corporation”). The time the Merger occurs is referred to as the “Effective Time.” In the Merger, each outstanding share of the Company’s common stock will be converted into the right to receive $12.75 in cash, without interest thereon (the “Merger Consideration”). Each outstanding award of options to purchase shares of the Company’s common stock, whether vested or unvested, will automatically vest and accelerate in full and be cancelled and converted into the right to receive a cash payment in an amount equal to the product of (i) the number of shares of common stock subject to such option as of the Effective Time and (ii) the excess, if any, of the Merger Consideration over the exercise price per share of common stock subject to such option as of the Effective Time, less any applicable withholding taxes. Each share of the Company’s restricted stock that is outstanding immediately prior to the Effective Time will become fully vested immediately prior to the Effective Time and will be treated as an outstanding share of common stock, and the holder thereof shall be entitled to receive the Merger Consideration with respect thereto, less any applicable withholding taxes. Each outstanding restricted stock unit award will automatically vest and accelerate in full and be cancelled and converted into the right to receive a cash payment in an amount equal to the product of (i) the number of shares of common stock subject to such restricted stock unit award and (ii) the Merger Consideration, less any applicable withholding taxes. The obligation of the parties to consummate the Merger is subject to customary closing conditions, including, among other things, the approval of the Merger Agreement and the Merger by the Company’s stockholders at a special meeting of stockholders convened for such purpose and the absence of legal restraints and prohibitions against the Merger and the other transactions contemplated by the Merger Agreement. The obligation of each party to consummate the Merger is also conditioned upon the other party’s representations and warranties being true and correct to the extent specified in the Merger Agreement, the other party having performed in all material respects its obligations under the Merger Agreement and, in the case of Parent and Merger Sub, the Company not having suffered a material adverse effect (as defined in the Merger Agreement). There is no financing condition to the Merger. The Company expects the Merger to close during the thirteen weeks ended December 31, 2018. The Company has incurred and expects to incur significant costs, expenses and fees for professional services and other transaction costs in connection with the Merger. As of October 1, 2018, the Company had incurred merger related costs of $2.0 million . Additional information about the Merger Agreement is set forth in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on August 20, 2018 and Definitive Proxy Statement filed with the SEC on October 9, 2018 (the "Proxy Statement") and the addendum to the Proxy Statement filed with the SEC on October 29, 2018. Interim Financial Statements The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles and practices of the United States of America ("GAAP") for interim financial information. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair statement of the results for interim periods have been included. Certain information and footnote disclosures normally included in audited consolidated financial statements presented in accordance with GAAP have been omitted pursuant to rules and regulations of the SEC. Due to the seasonality of our business, results for any interim financial period are not necessarily indicative of the results that may be achieved for a full fiscal year. In addition, quarterly results of operations may be impacted by the timing and amount of sales and costs associated with the opening of new restaurants. These interim unaudited condensed consolidated financial statements do not represent complete financial statements and should be read in conjunction with our annual financial statements included in the Company's Annual Report on Form 10-K for the fiscal year ended December 25, 2017 (the "2017 Form 10-K"). While the condensed consolidated balance sheet data as of December 25, 2017 was derived from audited financial statements, it does not include all disclosures required by GAAP. Comprehensive Income (Loss) Comprehensive income (loss) is the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. Comprehensive income (loss) is the same as net income (loss) for all periods presented. Therefore, a separate statement of comprehensive income (loss) is not included in the accompanying condensed consolidated financial statements. Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of Zoe’s Kitchen, Inc. and its wholly owned subsidiaries, Zoe’s Kitchen USA, LLC and Soho Franchising, LLC. All intercompany accounts and transactions have been eliminated in consolidation. The condensed consolidated financial statements presented herein reflect our financial position, results of operations and cash flows in conformity with GAAP. Fiscal Year We operate on a 52- or 53-week fiscal year that ends on the last Monday of the calendar year. Fiscal year ended December 31, 2018 consists of 53 weeks and fiscal year ended December 25, 2017 consisted of 52 weeks. Our first fiscal quarter consists of 16 weeks, and each of our second, third and fourth fiscal quarters consists of 12 weeks, except for a 53-week year when the fourth quarter has 13 weeks. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions, such as valuation of long-lived, definite and indefinite-lived assets, estimated useful lives of assets, the reasonably assured lease terms of operating leases, the construction costs of leases where the Company is considered the owner during and after the construction period, allowance for doubtful accounts, the fair value related to equity-based compensation, the calculation of self-insurance reserves, and deferred tax valuation allowances, that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Recently Adopted Accounting Standards In March 2018, the FASB issued ASU No. 2018-05, "Income Taxes (Topic 740) - Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin ("SAB") No. 118," which incorporates paragraphs from SAB 118 in to the accounting codification. SAB 118 addressed the application of GAAP in the reporting period in which the Tax Cuts and Jobs Act (the "2017 Tax Act"), which the Company has adopted. See Note 8 for more information regarding effects of the 2017 Tax Act. In May 2017, the FASB issued ASU No. 2017-09, “Compensation - Stock Compensation (Topic 718) - Scope of Modification Accounting,” which provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. An entity will account for the effects of a modification unless the fair value of the modified award is the same as the original award, the vesting conditions of the modified award are the same as the original award, and the classification of the modified award as an equity instrument or liability instrument is the same as the original award. We adopted this amendment effective December 26, 2017. The adoption of this guidance did not impact our condensed consolidated financial statements. In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230) - Classification of Certain Cash Receipts and Cash Payments,” which provides specific guidance regarding presentation and classification on a variety of cash payments and receipts. Among the issues addressed is the classification of proceeds from the settlement of insurance claims. We adopted this amendment effective December 26, 2017. The adoption of this guidance did not impact our condensed consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-04, "Liabilities - Extinguishments of Liabilities (Subtopic 405-20)", which amends subtopic 405-20 to provide a scope exception that requires breakage for prepaid stored-value product liabilities to be accounted for consistent with the breakage guidance in Topic 606. We adopted this amendment effective December 26, 2017. The adoption of this guidance did not impact our condensed consolidated financial statements. In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") No. 2014-09, "Revenue from Contracts with Customers." This update was issued to replace the current revenue recognition guidance, creating a more comprehensive revenue model. In August 2015, the FASB issued ASU 2015-14 to defer the effective date for adoption. The update is now effective for reporting periods beginning after December 15, 2017. In March 2016, April 2016, May 2016, and December 2016 the FASB also issued ASU 2016-08, ASU 2016-10, ASU 2016-12 and ASU 2016-20, respectively, to further clarify performance obligations and licensing implementation guidance and other general topics. We adopted this amendment using the modified retrospective approach for the fiscal year and quarter beginning December 26, 2017. See Note 2 for additional information regarding our revenue policies, sources of revenue, and contract balances. Recently Issued Accounting Standards In January 2017, the FASB issued ASU No. 2017-04, “Intangibles - Goodwill and Other (Topic 350) - Simplifying the Test for Goodwill Impairment,” which eliminates Step 2 from the goodwill impairment test. Under the new standard, annual and interim goodwill impairment tests will compare the fair value of a reporting unit with its carrying amount. An impairment charge will be recognized for the amount by which the carrying amount exceeds the reporting unit's fair value, not to exceed the total amount of goodwill. The pronouncement is effective for goodwill impairments tests in fiscal years beginning after December 15, 2019 and should be applied on a prospective basis. Early adoption is permitted for goodwill impairment tests performed after January 1, 2017. We do not expect the adoption of ASU 2017-04 to have a material impact on our financial position or results of operations. In February 2016, the FASB issued ASU No. 2016-02, "Leases (Topic 842)," which requires entities to recognize lease assets and lease liabilities on the balance sheet and disclose key information about leasing arrangements. Previous lease accounting did not require certain lease types to be recognized on the balance sheet. In January 2018, the FASB issued ASU 2018-01 which provides an optional transition practical expedient under Topic 842 to not evaluate land easements that were not previously accounted for as leases under current lease guidance. In July 2018, the FASB issued ASU 2018-10 which improves clarity of the new guidance and corrects unintended application of the new guidance. This update is an amendment to the codification and is effective for fiscal years beginning after December 15, 2018 including interim periods within those fiscal years applied using a modified retrospective approach. Early adoption is permitted. We are currently evaluating the impact of the adoption of ASU 2016-02 on our financial position and results of operations, but expect that it will result in a significant increase in our long-term assets and liabilities given we have a significant number of leases which are not reflected on the balance sheet under current GAAP. In addition, rental payments under most of our leases for which we are the accounting owner will no longer be considered debt service applied to deemed landlord financing and interest expense. Instead, these rental payments will be classified as rent expense.

Revenue

Revenue	9 Months Ended
	Oct. 01, 2018
Revenue from Contract with Customer [Abstract]
Revenue from Contract with Customer	Revenue On December 26, 2017, we adopted Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers, using the modified retrospective approach. The adoption of the standard did not have a material impact on our financial position or results from operations. The new standard did not impact our recognition of restaurant sales or royalty fees. Revenue recognized related to gift card breakage was also not impacted as we have historically recognized breakage in proportion to the pattern of customer redemption. Refer to Note 1 of our 2017 Form 10-K for our policies on revenue recognition from restaurant sales, gift cards and royalty fee accounting. Comparative period information presented in this report has not been restated and it continues to be reported under the accounting standard in effect during those periods. Contract Balances Contract liabilities and receivables from customers consisted of the following (in thousands): October 1, December 25, Sales receivable (1) $ 1,231 $ 1,170 Gift card liability (2) 759 1,732 Deferred revenue, current (2) (3) 442 23 (1) Included in balance of trade accounts receivable, net of allowance for doubtful accounts on our unaudited condensed consolidated balance sheet. (2) Included in balance of accrued expenses and other on our unaudited condensed consolidated balance sheet. (3) Balance as of October 1, 2018, includes deferred revenue related to sales placed online for future dates and Zoe's Kitchen's customer loyalty program "ZK Rewards," which was launched May 1, 2018. Revenue recognized during the period that was included in liability balances at the beginning of the period consisted of the following (in thousands): Twelve weeks ended October 1, 2018 Forty weeks ended October 1, 2018 Gift card liability $ 187 $ 1,529 Deferred revenue, current $ — $ 23

Supplemental Information

Supplemental Information	9 Months Ended
	Oct. 01, 2018
Statement of Financial Position [Abstract]
Supplemental Information	Supplemental Information Property and equipment, net consisted of the following (in thousands): October 1, December 25, Buildings under deemed landlord financing $ 19,980 $ 26,580 Leasehold improvements 147,909 153,425 Machinery and equipment 43,179 39,510 Computer equipment 19,718 17,013 Furniture and fixtures 8,813 7,988 Automobiles 3,409 3,946 Construction in progress 2,140 6,073 Property and equipment, gross 245,148 254,535 Less: Accumulated depreciation (73,767 ) (62,849 ) Total Property and equipment, net $ 171,381 $ 191,686 Accrued expenses and other consisted of the following (in thousands): October 1, December 25, Accrued payroll and payroll taxes $ 5,342 $ 5,168 Accrued capital purchases 851 2,031 Sales tax payable 1,261 945 Gift card liability 759 1,732 Other accrued expenses 7,478 4,768 Total Accrued expenses and other $ 15,691 $ 14,644

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Oct. 01, 2018
Fair Value Disclosures [Abstract]
Fair Value Measurements	Fair Value Measurements The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and all other current liabilities approximate fair values due to the short maturities of these instruments. Adjustments to the fair value of assets measured at fair value on a non-recurring basis as of October 1, 2018 are discussed in Note 9 Impairment Loss.

Bank Line of Credit and Term Lo

Bank Line of Credit and Term Loan	9 Months Ended
	Oct. 01, 2018
Debt Disclosure [Abstract]
Bank Line of Credit and Term Loan	2.0 to 1.0 0.875% 1.875% 0.35% ≤ 2.0 to 1.0 but > 1.5 to 1.0 0.750% 1.750% 0.30% ≤ 1.5 to 1.0 but > 1.0 0.625% 1.625% 0.25% ≤1.0 to 1.0 0.500% 1.500% 0.20% As of October 1, 2018 we had $20.5 million of indebtedness at a weighted-average interest rate of 3.4% under the 2017 Credit Facility. As of December 25, 2017 we had $12.5 million indebtedness at a weighted-average interest rate of 2.5% under the 2017 Credit Facility. The 2017 Credit Facility includes specific financial covenants such as a leverage ratio and an interest coverage ratio. We are also subject to other customary covenants, including limitations on additional borrowings, dividend payments and acquisitions. As of October 1, 2018 , we were in compliance with these financial and other covenants." id="sjs-B4">Bank Line of Credit and Term Loan On November 7, 2017, we entered into a credit facility with JPMorganChase Bank, National Association (the "2017 Credit Facility"). The 2017 Credit Facility consists of a revolving loan commitment in the aggregate amount of $50.0 million , together with an incremental revolving credit commitment up to an aggregate amount of $25.0 million . The 2017 Credit Facility has a five year term and matures on November 7, 2022. On November 7, 2017, we repaid in full our outstanding $12.5 million indebtedness under our previous credit facility with Wells Fargo Bank, National Association (the "2015 Credit Facility") using funds drawn on our 2017 Credit Facility. Upon repayment, the 2015 Credit Facility and all related agreements were terminated. In addition, we wrote-off all unamortized loan costs, resulting in a loss on extinguishment of debt of $0.1 million . Revolving credit loans under the 2017 Credit Facility bear interest, at the Company’s election, at either the LIBOR plus an applicable margin or the base rate plus an applicable margin. The base rate consists of the highest of the prime rate, the federal funds rate plus 0.5% and LIBOR for a one-month interest period plus 1.0% . The applicable margin and associated loan commitment fee consists of four pricing levels based on the Company’s consolidated total debt ratio. Applicable margin and commitment fee rates shall be the rates per annum set for in the table below: Applicable Margin Total Debt Ratio Base Rate LIBOR Commitment Fee Rate >2.0 to 1.0 0.875% 1.875% 0.35% ≤ 2.0 to 1.0 but > 1.5 to 1.0 0.750% 1.750% 0.30% ≤ 1.5 to 1.0 but > 1.0 0.625% 1.625% 0.25% ≤1.0 to 1.0 0.500% 1.500% 0.20% As of October 1, 2018 we had $20.5 million of indebtedness at a weighted-average interest rate of 3.4% under the 2017 Credit Facility. As of December 25, 2017 we had $12.5 million indebtedness at a weighted-average interest rate of 2.5% under the 2017 Credit Facility. The 2017 Credit Facility includes specific financial covenants such as a leverage ratio and an interest coverage ratio. We are also subject to other customary covenants, including limitations on additional borrowings, dividend payments and acquisitions. As of October 1, 2018 , we were in compliance with these financial and other covenants.

Equity-based Compensation

Equity-based Compensation	9 Months Ended
	Oct. 01, 2018
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Equity-based Compensation	Equity-based Compensation In connection with our initial public offering in April 2014 (the "IPO"), we adopted the 2014 Omnibus Incentive Plan (the “2014 Incentive Plan”), which provides for grants of stock options, stock appreciation rights, restricted stock, other stock-based awards and other cash-based awards available to directors, officers and other employees of us and our subsidiaries, as well as others performing consulting or advisory services to us. The number of shares of common stock available for issuance under the 2014 Incentive Plan may not exceed 1,905,799 . On April 20, 2018, we adopted the Zoe's Kitchen, Inc. 2018 Omnibus Incentive Plan (the "2018 Incentive Plan"), which provides for grants of stock options, stock appreciation rights, restricted stock, other stock-based awards and other cash-based awards available to directors, officers and other employees of us and our subsidiaries, as well as others performing consulting or advisory services to us. The number of shares of common stock available for issuance under the 2018 Incentive Plan may not exceed 1,589,000 . Upon the effective date of the 2018 Incentive Plan, no equity awards will be made under the 2014 Incentive Plan. The following table summarizes our stock option plan activity during the forty weeks ended October 1, 2018 : Stock Options Weighted Average Exercise Price Outstanding as of December 25, 2017 1,092,123 $ 23.27 Granted 144,565 14.05 Exercised (6,457 ) 15.00 Forfeited (52,854 ) 23.72 Expired (58,097 ) 27.10 Outstanding as of October 1, 2018 1,119,280 $ 21.90 Included in the stock option plan activity above are 250,000 stock options that vested immediately upon completion of the IPO and 185,679 stock options that vest in five equal annual installments following the date of the grant. All other options vest in four equal annual installments following the date of the grant. All options have a contractual term of 10 years. The following table reflects the weighted-average assumptions utilized in the Black-Scholes option-pricing model to value the stock options granted. Forty Weeks Ended October 1, 2018 Expected volatility (1) 31.0% Risk-free rate of return 2.7% Expected life (in years) (2) 6.3 Dividend yield 0% Weighted-average fair value per share at date of grant $5.09 (1) Expected volatility was based on competitors within the industry. (2) Expected life was calculated using the simplified method, which is an average of the contractual term of the option and its ordinary vesting period, as we do not have sufficient historical data for determining the expected term of our stock option awards. The following table summarizes our restricted stock unit plan activity during the forty weeks ended October 1, 2018 : Restricted Stock Units Weighted Average Grant Date Fair Value Non-vested at December 25, 2017 106,620 $ 24.32 Granted 198,410 13.90 Vested (42,087 ) 25.50 Forfeited (28,731 ) 16.59 Non-vested at October 1, 2018 234,212 $ 16.23 The fair value of the non-vested restricted stock units is based on the closing price on the date of grant. All of our non-vested restricted stock units vest in three or four equal annual installments following the date of the grant. As of December 25, 2017, 65,516 shares of restricted stock with a weighted average grant date fair value of $13.36 were non-vested. During the forty weeks ended October 1, 2018 , 13,103 shares of restricted stock with a weight-average grant date fair value of $13.36 vested. As of October 1, 2018 , 52,413 shares of restricted stock with a weighted average grant date fair value of $13.36 were non-vested. All shares of restricted stock vest in five equal annual installments following the date of the grant. We recognized equity-based compensation as a component of general and administrative expenses of $0.8 million and $0.7 million during twelve weeks ended October 1, 2018 and October 2, 2017 , respectively, and $2.7 million and $2.4 million during the forty weeks ended October 1, 2018 and October 2, 2017 , respectively. As of October 1, 2018 , total unrecognized compensation expense related to non-vested stock awards was $6.8 million , which is expected to be recognized over a weighted-average period of 2.8 years.

Earnings Per Share

Earnings Per Share	9 Months Ended
	Oct. 01, 2018
Earnings Per Share [Abstract]
Earnings Per Share	Earnings Per Share Basic net income (loss) per share is calculated by dividing net income (loss) by the weighted average shares outstanding during the period, without consideration of common stock equivalents. Diluted net income (loss) per share is calculated by adjusting weighted average shares outstanding for the dilutive effect of common stock equivalents outstanding for the period, determined using the treasury-stock method. The following table presents the computation of basic and diluted net income (loss) per share for the period indicated: Twelve Weeks Ended Forty Weeks Ended October 1, October 2, October 1, October 2, Net income (loss) (in thousands): $ (3,924 ) $ 270 $ (26,316 ) $ 868 Shares: Basic weighted average shares outstanding 19,549,069 19,489,074 19,529,427 19,482,227 Diluted weighted average shares outstanding 19,549,069 19,489,074 19,529,427 19,506,342 Earnings (loss) per share: Basic EPS $ (0.20 ) $ 0.01 $ (1.35 ) $ 0.04 Diluted EPS $ (0.20 ) $ 0.01 $ (1.35 ) $ 0.04 During the twelve weeks ended October 1, 2018 , there were 1,122,223 stock options, 230,630 restricted stock units and 37,600 restricted stock shares excluded from the diluted earnings per share calculation because their inclusion would have been anti-dilutive. During the twelve weeks ended October 2, 2017 , there were 1,160,243 stock options, 117,204 restricted stock units and 52,041 restricted stock shares excluded from the diluted earnings per share calculation because their inclusion would have been anti-dilutive. During the forty weeks ended October 1, 2018 , there were 1,117,189 stock options, 173,490 restricted stock units and 18,120 restricted stock shares excluded from the diluted earnings per share calculation because their inclusion would have been anti-dilutive. During the forty weeks ended October 2, 2017 , there were 878,154 stock options, 104,131 restricted stock units and 15,612 restricted stock shares excluded from the diluted earnings per share calculation because their inclusion would have been anti-dilutive.

Income Taxes

Income Taxes	9 Months Ended
	Oct. 01, 2018
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes In December 2017, the Tax Cuts and Jobs Act (the “2017 Tax Act”) was enacted. The 2017 Tax Act includes a number of changes to existing U.S. tax laws that impact the Company, most notably a reduction of the U.S. corporate income tax rate from 35 percent to 21 percent for tax years beginning after December 31, 2017. The Company recognized the income tax effects of the 2017 Tax Act in its 2017 financial statements in accordance with Staff Accounting Bulletin No. 118, which provides SEC staff guidance for the application of ASC Topic 740, "Income Taxes", in the reporting period in which the 2017 Tax Act was signed into law. As such, the Company’s financial results reflect the income tax effects of the 2017 Tax Act for which the accounting under ASC Topic 740 is complete and provisional amounts for those specific income tax effects of the 2017 Tax Act for which the accounting under ASC Topic 740 is incomplete but a reasonable estimate could be determined. The Company included provisional estimates of income tax effects of the 2017 Tax Act as of October 1, 2018 . Benefit for income taxes was $1.5 million for the twelve weeks ended October 1, 2018 , compared to $0.1 million for the twelve weeks ended October 2, 2017 . Benefit for income taxes was $1.2 million for the forty weeks ended October 1, 2018 compared to $0.2 million for the forty weeks ended October 2, 2017 . The effective tax rate was 5% and (27)% for the forty weeks ended October 1, 2018 and October 2, 2017 , respectively. Our tax expense for the year primarily reflects the accrual of income tax expense related to a valuation allowance in connection with the tax amortization of the Company’s goodwill that was not available to offset existing deferred tax assets. Due to the uncertain timing of the reversal of this temporary difference, it cannot be considered as a source of future taxable income for purposes of determining a valuation allowance; therefore the deferred tax liability cannot offset deferred tax assets. As part of the 2017 Tax Act, net operating losses ("NOL") generated in 2018 and later are not subject to an expiration period and are available to offset 80% of taxable income in the year in which they are utilized. The indefinite carryforward period of 2018 and subsequent NOL’s can be used as support for the realization of indefinite-lived deferred tax liabilities to the extent that such NOL’s do not exceed 80% of the goodwill that was not available to offset existing deferred tax assets. Accordingly, the Company has recognized a deferred tax asset for the estimated NOL generated during 2018. Our quarterly provision for income taxes is measured using an annual estimated effective tax rate for the full year applied to period earnings. The comparison of our effective tax rate between periods is significantly impacted by the level of pre-tax income earned and projected for the year. We continue to monitor and evaluate the rationale for recording a full valuation allowance for the net amount of the deferred tax assets which are in excess of the indefinite-lived deferred tax assets and liabilities. We intend to continue maintaining a full valuation allowance on these net deferred tax assets until there is sufficient evidence to support the reversal of all or some portion of these allowances. Release of the valuation allowance would result in the recognition of certain deferred tax assets and a decrease to income tax expense for the period the release is recorded. However, the exact timing and amount of the valuation allowance release are subject to change on the basis of the level of profitability that we are able to actually achieve.

Impairment Loss

Impairment Loss	9 Months Ended
	Oct. 01, 2018
Property, Plant and Equipment [Abstract]
Asset Impairment	9. Impairment Loss We review our long-lived assets for impairment at the restaurant level. Impairment is reviewed annually and when certain triggering events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Restaurant assets are considered impaired if the restaurant's expected future cash flows during the remaining reasonably assured lease term are less than the carrying value of the restaurant's assets. We base expected future cash flows on recent results and other store specific and market specific factors. The amount of impairment loss is measured as the excess of the asset's carrying value over its fair value. The fair value of restaurant assets is determined using an expected present value approach applied to future cash flows. As such the fair values of restaurant assets rely on significant unobservable inputs and are considered Level 3 inputs in the fair value hierarchy. The Level 3 assets measured at fair value associated with impairment charges consisted of leasehold improvements. There is uncertainty in the expected future cash flows used in our impairment review. If actual results do not achieve expected levels, we may recognize impairment charges in future periods and such charges could be material. Based on decreasing sales trends at a restaurant specific level, we identified 30 under-performing restaurants whose expected cash flows would not recover our initial investment. These restaurants span multiple states and levels of maturity. During the twelve and forty weekends ended October 1, 2018 , we recognized an impairment loss of zero and $16.3 million , respectively. As of today, we are in the process of closing four restaurants, and we expect to close up to ten restaurants by the end of 2018.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Oct. 01, 2018
Commitments and Contingencies [Abstract]
Commitments and Contingencies Disclosure [Text Block]	Commitments and Contingencies Franchise Agreement Our Kentucky franchise agreement, which requires the franchisee to remit continuing royalty fees at a specified percentage of the franchisee's gross sales revenue, provides that we, as franchisor, or its authorized representative, will: (a) provide franchisee with written schedules of all foods, food products, beverages, and other items for sale, and the furniture, fixtures, supplies and equipment necessary and required for the operation of the restaurant; (b) provide franchisee with a list of approved suppliers for the products and services necessary and required for the restaurant; (c) upon the reasonable written request of franchisee, render reasonable advisory services by telephone or in writing pertaining to the operation of the restaurant; (d) provide franchisee with a sample of the standard Zoës Kitchen menu, and any modifications to the menu; (e) loan franchisee a copy of the system's operating manual and any supplements to the manual that may be published by us; and, (f) provide franchisee the opportunity to participate in group purchasing programs that we may use, develop, sponsor or provide on terms and conditions determined solely by us. In addition, as a condition to the commencement of business by any of our franchises, the franchisee must attend and successfully complete our training program. The costs related to our franchise agreement are not significant. Litigation The Company is a defendant in four separate class actions. A first putative class action captioned Jonathan Reigrod, Individually and on Behalf of All Others Similarly Situated v. Zoe's Kitchen, Inc., Greg Dollarhyde, Kevin Miles, Thomas Baldwin, Sue Collyns, Cordia Harrington and Alec Taylor (Case No. 1:18-cv-01536-UNA), was filed in the United States District Court for the District of Delaware on October 3, 2018. The complaint alleges claims under Sections 14(a) and Section 20(a) of the Exchange Act 15 U.S.C. §§ 78n(a) and 78t(a) and SEC Rule 14a-9, 17 C.F.R. § 240.14a-9, against the Company and the director defendants in connection with the proposed Merger. The complaint alleges that the preliminary proxy statement filed by the Company with the SEC on September 25, 2018 omitted certain material information. Specifically, plaintiff alleges, among other things, that the preliminary proxy statement omitted certain information relating to Mr. Ronald Shaich's role with the Company following the consummation of the Merger and his relationship with the Company's largest stockholder, and certain details concerning the financial analyses and valuation methodologies used by Piper Jaffray in connection with its fairness opinion. The complaint seeks (i) to preliminarily and permanently enjoin the defendants from proceeding with, and consummating, or closing the Merger unless and until the defendants disclose the information allegedly omitted from the preliminary proxy statement, (ii) rescission, to the extent already implemented, of the Merger Agreement or any of the terms thereof, or granting the plaintiff and the putative class rescissory damages, and (iii) the award of unspecified damages, costs and disbursements, including reasonable attorneys' and expert fees and expenses, to the plaintiff and the putative class. A second putative class action captioned Mary Toth, on Behalf of Herself and All Others Similarly Situated v. Zoe's Kitchen, Inc., Greg Dollarhyde, Thomas Baldwin, Sue Collyns, Cordia Harrington, Kevin Miles and Alec Taylor (Civil Action No. 4:18-cv-0706), was filed in the United States District Court for the Eastern District of Texas, Sherman Division on October 5, 2018. The complaint alleges claims for breach of fiduciary duties and claims under Section 20(a) of the Exchange Act against the director defendants, and claims under Section 14(a) of the Exchange Act and SEC Rule 14a-9, 17 C.F.R. § 240.14a-9, against the Company and the director defendants in connection with the proposed Merger. The complaint alleges that the director defendants breached their fiduciary duties by entering into the Merger through a "flawed and unfair process", failing to take steps to maximize the value of the Company and failing to disclose certain material information. The complaint also alleges that the preliminary proxy statement filed by the Company with the SEC on September 25, 2018 omitted or misrepresented certain material information in violation of the Exchange Act, including, among other things, information regarding the following: any confidentiality agreements entered into between the Company and any interested third party; the role of the Special Committee; the role of Mr. Ronald Shaich in the sale process; and the financial analyses and valuation methodologies used by Piper Jaffray in connection with its fairness opinion. The complaint seeks (i) to enjoin defendants from proceeding with, and consummating, or closing the Merger; (ii) if the Merger is consummated, to rescind and set aside the Merger or to award plaintiff and the putative class rescissory damages; (iii) a declaration that the Merger Agreement was agreed to in breach of the director defendants' fiduciary duties and therefore unenforceable; (iv) to direct the director defendants to exercise their fiduciary duties to commence a sales process that is "reasonably designed to secure the best possible consideration for" the Company; (v) an accounting for the unspecified damages sustained by the plaintiff and the putative class; and (vi) unspecified costs, including reasonable attorneys' and expert fees and expenses, to the plaintiff. A third putative class action captioned Jo-Ann Calcagno, Individually and on Behalf of All Others Similarly Situated, v. Zoe’s Kitchen, Inc., Greg Dollarhyde, Thomas Baldwin, Sue Collyns, Cordia Harrington, Kevin Miles, and Alec Taylor, (Case No. 1:18-cv-01571-MN), was filed in the United States District Court for the District of Delaware on October 11, 2018. The complaint alleges claims under Sections 14(a) and Section 20(a) of the Exchange Act, 15 U.S.C. §§ 78n(a) and 78t(a), and SEC Rule 14a-9, 17 C.F.R. § 240.14a-9, against the defendants in connection with the proposed Merger. The complaint alleges that the Proxy Statement omitted certain material information relating to the Merger, including, among other things, (i) certain details relating to the financial analyses and valuation methodologies used by Piper Jaffray in connection with its fairness opinion, (ii) certain provisions of the confidentiality agreements entered into by the Company and (iii) the fact that Ron Shaich will serve as Chairperson of the Surviving Corporation. The complaint seeks (i) to enjoin the defendants from proceeding with, and consummating, or closing the Merger, (ii) in the event the defendants consummate the Proposed Transaction, to rescind it and set it aside or award rescissory damages, (iii) to direct the defendants to file a proxy statement that states all material facts required in it or necessary to make the statements contained therein not misleading, (iv) to declare that the defendants violated Sections 14(a) and/or 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder, and (v) the award of unspecified costs, including reasonable attorneys’ and experts’ fees, to the plaintiff. A fourth putative class action captioned Jason Connole, Individually and on Behalf of All Others Similarly Situated, v. Zoe’s Kitchen, Inc., Greg Dollarhyde, Kevin Miles, Thomas Baldwin, Sue Collyns, Cordia Harrington and Alec Taylor (Case No. 1:99-mc-09999), was filed in the United States District Court for the District of Delaware on October 12, 2018. The complaint alleges claims under Sections 14(a) and Section 20(a) of the Exchange Act, 15 U.S.C. §§ 78n(a) and 78t(a), and SEC Rule 14a-9, 17 C.F.R. § 240.14a-9, against the defendants in connection with the proposed Merger. The complaint alleges that the Proxy Statement omitted or misrepresents certain material information, including, among other things, certain information relating to (i) potential conflicts of interest faced by Company insiders and Piper Jaffray, (ii) the background process leading to the Merger and (iii) certain details concerning the financial analyses and valuation methodologies used by Piper Jaffray in connection with its fairness opinion. The complaint seeks (i) to preliminarily and permanently enjoin the defendants from proceeding with, consummating, or closing the Merger, unless and until the defendants disclose the information allegedly omitted from the proxy statement, (ii) in the event the defendants consummate the Merger, to rescind it and set it aside or award rescissory damages, (iii) ) to declare that the defendants violated Sections 14(a) and/or 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder, and (iv) the award of unspecified costs, including reasonable attorneys’ and experts’ fees, to the plaintiff. The Company and the director defendants deny the allegations, believe that each of the above-referenced lawsuits is wholly without merit, and intend to vigorously defend these actions, as necessary. The Company believes that no additional disclosure is required to supplement any of the disclosures contained in the Company’s definitive proxy materials disseminated to holders of record of the Company’s common stock to enable such holders to make a fully informed voting decision whether to adopt the Merger Agreement. As such, the Company has made no accruals for these matters. However, to eliminate certain administrative burdens, unnecessary Company expenses and uncertainties inherent in any pending litigation, the Company has voluntarily made certain additional disclosures set forth in response to plaintiffs’ claims and allegations as referenced in the Company’s Form 8-K filed on October 29, 2018. We are currently involved in various claims and legal actions that arise in the ordinary course of our business, including claims resulting from employment related matters. None of these claims, most of which are covered by insurance, has had a material effect on us, and as of the date of this report, we are not party to any material pending legal proceedings and are not aware of any claims that could have a material adverse effect on our business, financial condition, results of operations or cash flows. However, a significant increase in the number of these claims or an increase in amounts owing under successful claims could materially and adversely affect our business, financial condition, results of operations or cash flows.

Nature of Operations and Basi_2

Nature of Operations and Basis of Presentation (Policies)	9 Months Ended
	Oct. 01, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Accounting	Interim Financial Statements The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles and practices of the United States of America ("GAAP") for interim financial information. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair statement of the results for interim periods have been included. Certain information and footnote disclosures normally included in audited consolidated financial statements presented in accordance with GAAP have been omitted pursuant to rules and regulations of the SEC. Due to the seasonality of our business, results for any interim financial period are not necessarily indicative of the results that may be achieved for a full fiscal year. In addition, quarterly results of operations may be impacted by the timing and amount of sales and costs associated with the opening of new restaurants. These interim unaudited condensed consolidated financial statements do not represent complete financial statements and should be read in conjunction with our annual financial statements included in the Company's Annual Report on Form 10-K for the fiscal year ended December 25, 2017 (the "2017 Form 10-K"). While the condensed consolidated balance sheet data as of December 25, 2017 was derived from audited financial statements, it does not include all disclosures required by GAAP.
Comprehensive Income (Loss)	Comprehensive Income (Loss) Comprehensive income (loss) is the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. Comprehensive income (loss) is the same as net income (loss) for all periods presented. Therefore, a separate statement of comprehensive income (loss) is not included in the accompanying condensed consolidated financial statements.
Principles of Consolidation	Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of Zoe’s Kitchen, Inc. and its wholly owned subsidiaries, Zoe’s Kitchen USA, LLC and Soho Franchising, LLC. All intercompany accounts and transactions have been eliminated in consolidation. The condensed consolidated financial statements presented herein reflect our financial position, results of operations and cash flows in conformity with GAAP.
Fiscal Period	Fiscal Year We operate on a 52- or 53-week fiscal year that ends on the last Monday of the calendar year. Fiscal year ended December 31, 2018 consists of 53 weeks and fiscal year ended December 25, 2017 consisted of 52 weeks. Our first fiscal quarter consists of 16 weeks, and each of our second, third and fourth fiscal quarters consists of 12 weeks, except for a 53-week year when the fourth quarter has 13 weeks.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions, such as valuation of long-lived, definite and indefinite-lived assets, estimated useful lives of assets, the reasonably assured lease terms of operating leases, the construction costs of leases where the Company is considered the owner during and after the construction period, allowance for doubtful accounts, the fair value related to equity-based compensation, the calculation of self-insurance reserves, and deferred tax valuation allowances, that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.
Recently Issued Accounting Standards	Recently Adopted Accounting Standards In March 2018, the FASB issued ASU No. 2018-05, "Income Taxes (Topic 740) - Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin ("SAB") No. 118," which incorporates paragraphs from SAB 118 in to the accounting codification. SAB 118 addressed the application of GAAP in the reporting period in which the Tax Cuts and Jobs Act (the "2017 Tax Act"), which the Company has adopted. See Note 8 for more information regarding effects of the 2017 Tax Act. In May 2017, the FASB issued ASU No. 2017-09, “Compensation - Stock Compensation (Topic 718) - Scope of Modification Accounting,” which provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. An entity will account for the effects of a modification unless the fair value of the modified award is the same as the original award, the vesting conditions of the modified award are the same as the original award, and the classification of the modified award as an equity instrument or liability instrument is the same as the original award. We adopted this amendment effective December 26, 2017. The adoption of this guidance did not impact our condensed consolidated financial statements. In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230) - Classification of Certain Cash Receipts and Cash Payments,” which provides specific guidance regarding presentation and classification on a variety of cash payments and receipts. Among the issues addressed is the classification of proceeds from the settlement of insurance claims. We adopted this amendment effective December 26, 2017. The adoption of this guidance did not impact our condensed consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-04, "Liabilities - Extinguishments of Liabilities (Subtopic 405-20)", which amends subtopic 405-20 to provide a scope exception that requires breakage for prepaid stored-value product liabilities to be accounted for consistent with the breakage guidance in Topic 606. We adopted this amendment effective December 26, 2017. The adoption of this guidance did not impact our condensed consolidated financial statements. In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") No. 2014-09, "Revenue from Contracts with Customers." This update was issued to replace the current revenue recognition guidance, creating a more comprehensive revenue model. In August 2015, the FASB issued ASU 2015-14 to defer the effective date for adoption. The update is now effective for reporting periods beginning after December 15, 2017. In March 2016, April 2016, May 2016, and December 2016 the FASB also issued ASU 2016-08, ASU 2016-10, ASU 2016-12 and ASU 2016-20, respectively, to further clarify performance obligations and licensing implementation guidance and other general topics. We adopted this amendment using the modified retrospective approach for the fiscal year and quarter beginning December 26, 2017. See Note 2 for additional information regarding our revenue policies, sources of revenue, and contract balances. Recently Issued Accounting Standards In January 2017, the FASB issued ASU No. 2017-04, “Intangibles - Goodwill and Other (Topic 350) - Simplifying the Test for Goodwill Impairment,” which eliminates Step 2 from the goodwill impairment test. Under the new standard, annual and interim goodwill impairment tests will compare the fair value of a reporting unit with its carrying amount. An impairment charge will be recognized for the amount by which the carrying amount exceeds the reporting unit's fair value, not to exceed the total amount of goodwill. The pronouncement is effective for goodwill impairments tests in fiscal years beginning after December 15, 2019 and should be applied on a prospective basis. Early adoption is permitted for goodwill impairment tests performed after January 1, 2017. We do not expect the adoption of ASU 2017-04 to have a material impact on our financial position or results of operations. In February 2016, the FASB issued ASU No. 2016-02, "Leases (Topic 842)," which requires entities to recognize lease assets and lease liabilities on the balance sheet and disclose key information about leasing arrangements. Previous lease accounting did not require certain lease types to be recognized on the balance sheet. In January 2018, the FASB issued ASU 2018-01 which provides an optional transition practical expedient under Topic 842 to not evaluate land easements that were not previously accounted for as leases under current lease guidance. In July 2018, the FASB issued ASU 2018-10 which improves clarity of the new guidance and corrects unintended application of the new guidance. This update is an amendment to the codification and is effective for fiscal years beginning after December 15, 2018 including interim periods within those fiscal years applied using a modified retrospective approach. Early adoption is permitted. We are currently evaluating the impact of the adoption of ASU 2016-02 on our financial position and results of operations, but expect that it will result in a significant increase in our long-term assets and liabilities given we have a significant number of leases which are not reflected on the balance sheet under current GAAP. In addition, rental payments under most of our leases for which we are the accounting owner will no longer be considered debt service applied to deemed landlord financing and interest expense. Instead, these rental payments will be classified as rent expense.

Revenue (Tables)

Revenue (Tables)	9 Months Ended
	Oct. 01, 2018
Revenue from Contract with Customer [Abstract]
Schedule of contract asset and liabilities	Contract liabilities and receivables from customers consisted of the following (in thousands): October 1, December 25, Sales receivable (1) $ 1,231 $ 1,170 Gift card liability (2) 759 1,732 Deferred revenue, current (2) (3) 442 23 (1) Included in balance of trade accounts receivable, net of allowance for doubtful accounts on our unaudited condensed consolidated balance sheet. (2) Included in balance of accrued expenses and other on our unaudited condensed consolidated balance sheet. (3) Balance as of October 1, 2018, includes deferred revenue related to sales placed online for future dates and Zoe's Kitchen's customer loyalty program "ZK Rewards," which was launched May 1, 2018. Revenue recognized during the period that was included in liability balances at the beginning of the period consisted of the following (in thousands): Twelve weeks ended October 1, 2018 Forty weeks ended October 1, 2018 Gift card liability $ 187 $ 1,529 Deferred revenue, current $ — $ 23

Supplemental Information (Table

Supplemental Information (Tables)	9 Months Ended
	Oct. 01, 2018
Statement of Financial Position [Abstract]
Schedule of Property and Equipment, Net	Property and equipment, net consisted of the following (in thousands): October 1, December 25, Buildings under deemed landlord financing $ 19,980 $ 26,580 Leasehold improvements 147,909 153,425 Machinery and equipment 43,179 39,510 Computer equipment 19,718 17,013 Furniture and fixtures 8,813 7,988 Automobiles 3,409 3,946 Construction in progress 2,140 6,073 Property and equipment, gross 245,148 254,535 Less: Accumulated depreciation (73,767 ) (62,849 ) Total Property and equipment, net $ 171,381 $ 191,686
Schedule of Accrued Expenses	Accrued expenses and other consisted of the following (in thousands): October 1, December 25, Accrued payroll and payroll taxes $ 5,342 $ 5,168 Accrued capital purchases 851 2,031 Sales tax payable 1,261 945 Gift card liability 759 1,732 Other accrued expenses 7,478 4,768 Total Accrued expenses and other $ 15,691 $ 14,644

Bank Line of Credit and Term _2

Bank Line of Credit and Term Loan Schedule of Applicable Margin and Commitment Fee Rate (Tables)	9 Months Ended
	Oct. 01, 2018
Schedule of Applicable Margin and Commitment Fee Rate [Abstract]
Schedule of Line of Credit Facilities [Table Text Block]	Applicable Margin Total Debt Ratio Base Rate LIBOR Commitment Fee Rate >2.0 to 1.0 0.875% 1.875% 0.35% ≤ 2.0 to 1.0 but > 1.5 to 1.0 0.750% 1.750% 0.30% ≤ 1.5 to 1.0 but > 1.0 0.625% 1.625% 0.25% ≤1.0 to 1.0 0.500% 1.500% 0.20%

Equity-based Compensation (Tabl

Equity-based Compensation (Tables)	9 Months Ended
	Oct. 01, 2018
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Schedule of Equity-based Compensation, Stock Options, Activity	The following table summarizes our stock option plan activity during the forty weeks ended October 1, 2018 : Stock Options Weighted Average Exercise Price Outstanding as of December 25, 2017 1,092,123 $ 23.27 Granted 144,565 14.05 Exercised (6,457 ) 15.00 Forfeited (52,854 ) 23.72 Expired (58,097 ) 27.10 Outstanding as of October 1, 2018 1,119,280 $ 21.90
Schedule of Valuation Assumptions	The following table reflects the weighted-average assumptions utilized in the Black-Scholes option-pricing model to value the stock options granted. Forty Weeks Ended October 1, 2018 Expected volatility (1) 31.0% Risk-free rate of return 2.7% Expected life (in years) (2) 6.3 Dividend yield 0% Weighted-average fair value per share at date of grant $5.09 (1) Expected volatility was based on competitors within the industry. (2) Expected life was calculated using the simplified method, which is an average of the contractual term of the option and its ordinary vesting period, as we do not have sufficient historical data for determining the expected term of our stock option awards.
Schedule of Share-based Compensation, Restricted Stock Units Award Activity	The following table summarizes our restricted stock unit plan activity during the forty weeks ended October 1, 2018 : Restricted Stock Units Weighted Average Grant Date Fair Value Non-vested at December 25, 2017 106,620 $ 24.32 Granted 198,410 13.90 Vested (42,087 ) 25.50 Forfeited (28,731 ) 16.59 Non-vested at October 1, 2018 234,212 $ 16.23

Earnings Per Share (Tables)

Earnings Per Share (Tables)	9 Months Ended
	Oct. 01, 2018
Earnings Per Share [Abstract]
Schedule of Earnings Per Share, Basic and Diluted	The following table presents the computation of basic and diluted net income (loss) per share for the period indicated: Twelve Weeks Ended Forty Weeks Ended October 1, October 2, October 1, October 2, Net income (loss) (in thousands): $ (3,924 ) $ 270 $ (26,316 ) $ 868 Shares: Basic weighted average shares outstanding 19,549,069 19,489,074 19,529,427 19,482,227 Diluted weighted average shares outstanding 19,549,069 19,489,074 19,529,427 19,506,342 Earnings (loss) per share: Basic EPS $ (0.20 ) $ 0.01 $ (1.35 ) $ 0.04 Diluted EPS $ (0.20 ) $ 0.01 $ (1.35 ) $ 0.04

Nature of Operations and Basi_3

Nature of Operations and Basis of Presentation - Nature of Operations (Details) $ / shares in Units, $ in Millions	9 Months Ended
	Oct. 01, 2018USD ($)staterestaurantsegment	Oct. 02, 2017	Aug. 17, 2018$ / shares
Franchisor Disclosure [Line Items]
Number of states in which entity operates | state	20
Number of operating segments | segment	1
Number of reporting segments | segment	1
Merger consideration | $ / shares			$ 12.75
Merger costs | $	$ 2
Days in fiscal year	371 days	364 days
Days in first fiscal quarter	112 days	112 days
Days in second fiscal quarter	84 days	84 days
Days in third fiscal quarter	84 days	84 days
Days in fourth fiscal quarter	91 days	84 days
Company-owned
Franchisor Disclosure [Line Items]
Number of restaurants | restaurant	261
Franchised
Franchisor Disclosure [Line Items]
Number of restaurants | restaurant	2

Revenue - Schedule of contract

Revenue - Schedule of contract asset and liabilities (Details) - USD ($) $ in Thousands	Oct. 01, 2018		Dec. 25, 2017
Contract with Customer, Asset and Liability [Abstract]
Sales receivable	$ 1,231	[1]	$ 1,170
Gift card liability	759	[2]	1,732
Deferred revenue, current	$ 442	[2],[3]	$ 23
[1]	Included in balance of trade accounts receivable, net of allowance for doubtful accounts on our unaudited condensed consolidated balance sheet.
[2]	Included in balance of accrued expenses and other on our unaudited condensed consolidated balance sheet.
[3]	Balance as of October 1, 2018, includes deferred revenue related to sales placed online for future dates and Zoe's Kitchen's customer loyalty program "ZK Rewards," which was launched May 1, 2018.

Revenue - Schedule of revenue r

Revenue - Schedule of revenue recognized from liability balances (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Oct. 01, 2018	Oct. 01, 2018
Change in Contract with Customer, Liability [Abstract]
Gift card liability	$ 187	$ 1,529
Deferred revenue, current	$ 0	$ 23

Supplemental Information - Sche

Supplemental Information - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands	Oct. 01, 2018	Dec. 25, 2017
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 245,148	$ 254,535
Less: Accumulated depreciation	(73,767)	(62,849)
Total Property and equipment, net	171,381	191,686
Buildings under deemed landlord financing
Property, Plant and Equipment [Line Items]
Property and equipment, gross	19,980	26,580
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	147,909	153,425
Machinery and equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	43,179	39,510
Computer equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	19,718	17,013
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property and equipment, gross	8,813	7,988
Automobiles
Property, Plant and Equipment [Line Items]
Property and equipment, gross	3,409	3,946
Construction in progress
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 2,140	$ 6,073

Supplemental Information - Sc_2

Supplemental Information - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands	Oct. 01, 2018		Dec. 25, 2017
Statement of Financial Position [Abstract]
Accrued payroll and payroll taxes	$ 5,342		$ 5,168
Accrued capital purchases	851		2,031
Sales tax payable	1,261		945
Gift card liability	759	[1]	1,732
Other accrued expenses	7,478		4,768
Total Accrued expenses and other	$ 15,691		$ 14,644
[1]	Included in balance of accrued expenses and other on our unaudited condensed consolidated balance sheet.

Bank Line of Credit and Term _3

Bank Line of Credit and Term Loan - Narrative (Details) - USD ($) $ in Thousands	Nov. 07, 2017	Oct. 01, 2018	Dec. 25, 2017
Debt Instrument [Line Items]
Long-term Debt		$ 20,500	$ 12,500
Credit Facility 2017 | Line of Credit | Revolving Credit Facility
Debt Instrument [Line Items]
Borrowing Capacity	$ 50,000
Maximum Borrowing Capacity	$ 25,000
Term (in years)	5 years
Weighted Average Interest Rate		3.40%	2.50%
Long-term Debt		$ 20,500	$ 12,500
Credit Facility 2017 | Line of Credit | Revolving Credit Facility | Federal Funds Rate
Debt Instrument [Line Items]
Basis Spread on Variable Rate	0.50%
Credit Facility 2017 | Line of Credit | Revolving Credit Facility | London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Basis Spread on Variable Rate	1.00%
Credit Facility 2015 | Secured Debt
Debt Instrument [Line Items]
Loss on extinguishment of debt	$ (100)
Credit Facility 2015 | Line of Credit | Secured Debt
Debt Instrument [Line Items]
Extinguishment of debt	$ 12,500

Bank Line of Credit and Term _4

Bank Line of Credit and Term Loan Applicable Margin and Commitment Fee Rates (Details) - Revolving Credit Facility - Line of Credit - Credit Facility 2017	Nov. 07, 2017
London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Basis Spread on Variable Rate	1.00%
Greater than 2.0 to 1.0
Debt Instrument [Line Items]
Unused commitment fee	0.35%
Greater than 2.0 to 1.0 | Base Rate
Debt Instrument [Line Items]
Basis Spread on Variable Rate	0.875%
Greater than 2.0 to 1.0 | London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Basis Spread on Variable Rate	1.875%
Less than or Equal to 2.0 to 1.0 but Greater than 1.5 to 1.0 Member
Debt Instrument [Line Items]
Unused commitment fee	0.30%
Less than or Equal to 2.0 to 1.0 but Greater than 1.5 to 1.0 Member | Base Rate
Debt Instrument [Line Items]
Basis Spread on Variable Rate	0.75%
Less than or Equal to 2.0 to 1.0 but Greater than 1.5 to 1.0 Member | London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Basis Spread on Variable Rate	1.75%
Less than or Equal to 1.5 to 1.0 But Greater than 1.0
Debt Instrument [Line Items]
Unused commitment fee	0.25%
Less than or Equal to 1.5 to 1.0 But Greater than 1.0 | Base Rate
Debt Instrument [Line Items]
Basis Spread on Variable Rate	0.625%
Less than or Equal to 1.5 to 1.0 But Greater than 1.0 | London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Basis Spread on Variable Rate	1.625%
Less than or Equal to 1.0 to 1.0
Debt Instrument [Line Items]
Unused commitment fee	0.20%
Less than or Equal to 1.0 to 1.0 | Base Rate
Debt Instrument [Line Items]
Basis Spread on Variable Rate	0.50%
Less than or Equal to 1.0 to 1.0 | London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Basis Spread on Variable Rate	1.50%

Equity-based Compensation - Nar

Equity-based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions	Apr. 16, 2014	Oct. 01, 2018	Oct. 02, 2017	Oct. 01, 2018	Oct. 02, 2017	Dec. 25, 2017	Apr. 20, 2018
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grants in period				144,565
Unrecognized compensation costs		$ 6.8		$ 6.8
Period of recognition				2 years 9 months 7 days
Employee Stock Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Contractual term				10 years
Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Non vested		234,212		234,212		106,620
Weighted-average grant-date fair value, restricted stock, beginning		$ 16.23		$ 16.23		$ 24.32
Restricted stock vested				42,087
Weighted-average grant-date fair value, restricted stock, vested				$ 25.50
Immediate Vesting | Employee Stock Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grants in period	250,000
Five Year Vesting | Employee Stock Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grants in period						185,679
Award vesting period		5 years
Five Year Vesting | Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period		5 years
Non vested		52,413		52,413		65,516
Weighted-average grant-date fair value, restricted stock, beginning		$ 13.36		$ 13.36		$ 13.36
Restricted stock vested				13,103
Weighted-average grant-date fair value, restricted stock, vested				$ 13.36
Four Year Vesting | Employee Stock Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period				4 years
Four Year Vesting | Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period				4 years
Three Year Vesting | Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period				3 years
2014 Omnibus Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized	1,905,799
Omnibus Incentive Plan 2018 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized							1,589,000
General and Administrative Expense
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
General and administrative expenses		$ 0.8	$ 0.7	$ 2.7	$ 2.4

Equity-based Compensation - Sch

Equity-based Compensation - Schedule of Equity-based Compensation, Stock Options, Activity (Details)	9 Months Ended
	Oct. 01, 2018$ / sharesshares
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Stock options outstanding, beginning | shares	1,092,123
Stock options, grants in period | shares	144,565
Stock options, exercised in period | shares	(6,457)
Stock options, forfeitures in period | shares	(52,854)
Stock options, expired in period | shares	(58,097)
Stock options outstanding, ending | shares	1,119,280
Weighted Average Exercise Price
Stock options outstanding, weighted average exercise price, beginning | $ / shares	$ 23.27
Stock options, weighted average exercise price, grants in period | $ / shares	14.05
Stock Options, weighted average exercise price, exercises in period | $ / shares	15
Stock Options, weighted average exercise price, forfeitures in period | $ / shares	23.72
Stock Options, weighted average exercise price, expirations in period | $ / shares	27.10
Stock options outstanding, weighted average exercise price, ending | $ / shares	$ 21.90

Equity-based Compensation - S_2

Equity-based Compensation - Schedule of Valuation Assumptions (Details)	9 Months Ended
	Oct. 01, 2018$ / shares
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Expected volatility	31.00%	[1]
Risk-free rate of return	2.71%
Expected life (in years)	6 years 3 months	[2]
Dividend yield	0.00%
Weighted-average fair value per share at date of grant	$ 5.09
[1]	Expected volatility was based on competitors within the industry.
[2]	Expected life was calculated using the simplified method, which is an average of the contractual term of the option and its ordinary vesting period, as we do not have sufficient historical data for determining the expected term of our stock option awards.

Equity-based Compensation - S_3

Equity-based Compensation - Schedule of Restricted Stock Unit Plan Activity (Details) - Restricted Stock Units (RSUs)	9 Months Ended
	Oct. 01, 2018$ / sharesshares
Restricted Stock Units, Nonvested, Number of Shares [Roll Forward]
Restricted stock units outstanding, beginning | shares	106,620
Restricted stock units granted | shares	198,410
Restricted stock units vested | shares	(42,087)
Restricted stock units forfeited | shares	(28,731)
Restricted stock units outstanding, ending | shares	234,212
Restricted Stock Units, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Weighted-average grant-date fair value, restricted stock units outstanding, beginning | $ / shares	$ 24.32
Weighted-average grant-date fair value, restricted stock units, granted | $ / shares	13.90
Weighted-average grant-date fair value, restricted stock units, vested | $ / shares	25.50
Weighted-average grant-date fair value, restricted stock units, forfeited | $ / shares	16.59
Weighted-average grant-date fair value, restricted stock units outstanding, ending | $ / shares	$ 16.23

Earnings Per Share - Schedule o

Earnings Per Share - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 01, 2018	Oct. 02, 2017	Oct. 01, 2018	Oct. 02, 2017
Earnings Per Share [Abstract]
Net income (loss)	$ (3,924)	$ 270	$ (26,316)	$ 868
Basic weighted average shares outstanding (in shares)	19,549,069	19,489,074	19,529,427	19,482,227
Diluted weighted average shares outstanding (in shares)	19,549,069	19,489,074	19,529,427	19,506,342
Basic EPS (USD per share)	$ (0.20)	$ 0.01	$ (1.35)	$ 0.04
Diluted EPS (USD per share)	$ (0.20)	$ 0.01	$ (1.35)	$ 0.04

Earnings Per Share - Narrative

Earnings Per Share - Narrative (Details) - shares	3 Months Ended		9 Months Ended
	Oct. 01, 2018	Oct. 02, 2017	Oct. 01, 2018	Oct. 02, 2017
Employee Stock Option
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	1,122,223	1,160,243	1,117,189	878,154
Restricted Stock Units (RSUs)
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	230,630	117,204	173,490	104,131
Restricted Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	37,600	52,041	18,120	15,612

Income Taxes - Narrative (Detai

Income Taxes - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 01, 2018	Oct. 02, 2017	Oct. 01, 2018	Oct. 02, 2017
Income Tax Disclosure [Abstract]
Provision (benefit) for income taxes	$ (1,530)	$ (86)	$ (1,243)	$ (212)
Effective tax rate			4.50%	(27.00%)

Impairment Loss - Narrative (De

Impairment Loss - Narrative (Details) $ in Thousands	3 Months Ended			9 Months Ended
	Dec. 31, 2018building	Oct. 01, 2018USD ($)	Oct. 02, 2017USD ($)	Oct. 01, 2018USD ($)building	Oct. 02, 2017USD ($)
Property, Plant and Equipment [Abstract]
Number of Restaurants Impaired				30
Impairment loss | $		$ 0	$ 0	$ 16,313	$ 0
Subsequent Event [Member]
Subsequent Event [Line Items]
Maximum Number of Restaurants to be Closed	10
Number of Restaurants to be Closed	4