Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Aug. 05, 2019 | |
Document Information [Line Items] | ||
Entity Registrant Name | CARROLS RESTAURANT GROUP, INC. | |
Entity Central Index Key | 0000809248 | |
Current Fiscal Year End Date | --12-29 | |
Entity Filer Category | Accelerated Filer | |
Entity Current Reporting Status | Yes | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Small Business | false | |
Entity Common Stock, Shares Outstanding | 44,371,515 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 30, 2018 |
ASSETS | ||
Cash | $ 3,412 | $ 4,014 |
Trade and other receivables | 13,148 | 11,693 |
Inventories | 12,393 | 10,396 |
Prepaid rent | 3,563 | 1,880 |
Prepaid expenses and other current assets | 10,113 | 6,695 |
Total current assets | 42,629 | 34,678 |
Property and equipment, net | 353,735 | 289,817 |
Franchise rights, net | 325,173 | 175,897 |
Goodwill | 106,163 | 38,469 |
Franchise agreements, net | 32,407 | 24,414 |
Operating leases | 785,000 | 0 |
Deferred income taxes | 34,692 | 28,291 |
Other assets | 9,868 | 8,685 |
Total assets | 1,689,667 | 600,251 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Current portion of long-term debt and finance lease liabilities | 6,512 | 1,948 |
Less: current portion | 39,715 | 0 |
Accounts payable | 29,652 | 29,143 |
Accrued interest | 221 | 3,818 |
Accrued payroll, related taxes and benefits | 29,567 | 28,719 |
Accrued real estate taxes | 7,608 | 5,910 |
Other liabilities | 21,336 | 12,601 |
Total current liabilities | 134,611 | 82,139 |
Long-term debt and finance lease liabilities, net of current portion | 436,541 | 276,823 |
Lease financing obligations | 1,195 | 1,196 |
Operating lease liabilities | 777,054 | 0 |
Deferred income-sale-leaseback of real estate | 0 | 10,073 |
Accrued postretirement benefits | 4,387 | 4,320 |
Other liabilities | 9,895 | 40,160 |
Total liabilities | 1,363,683 | 414,711 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock, par value $.01 | 0 | 0 |
Voting common stock, par value $.01 | 435 | 357 |
Additional paid-in capital | 298,381 | 150,459 |
Accumulated deficit | 27,814 | 35,511 |
Accumulated other comprehensive income | (646) | (646) |
Treasury stock, at cost | 0 | (141) |
Total stockholders' equity | 325,984 | 185,540 |
Total liabilities and stockholders' equity | $ 1,689,667 | $ 600,251 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 30, 2018 |
Statement of Financial Position [Abstract] | ||
Property and equipment, accumulated depreciation | $ 340,148 | $ 328,873 |
Franchise rights, accumulated amortization | 110,051 | 108,021 |
Franchise agreements, accumulated amortization | 12,299 | 12,022 |
Favorable leases, accumulated amortization | 2,129 | 2,256 |
Unfavorable leases, accumulated amortization | $ 6,019 | $ 6,075 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 100 | 100 |
Preferred stock, shares outstanding | 100 | 100 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 37,007,102 | 36,538,903 |
Common stock, shares, outstanding | 36,114,251 | 35,742,427 |
Consolidated Statements Of Comp
Consolidated Statements Of Comprehensive Income - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jul. 01, 2018 | Jun. 30, 2019 | Jul. 01, 2018 | |
Revenues: | ||||
Restaurant sales | $ 368,559,000 | $ 303,050,000 | $ 659,348,000 | $ 574,636,000 |
Costs and expenses: | ||||
Cost of sales | 109,157,000 | 81,917,000 | 191,732,000 | 154,922,000 |
Restaurant wages and related expenses | 121,140,000 | 96,954,000 | 221,332,000 | 188,098,000 |
Restaurant rent expense | 26,690,000 | 19,879,000 | 48,606,000 | 39,853,000 |
Other restaurant operating expenses | 56,308,000 | 44,589,000 | 101,913,000 | 87,428,000 |
Advertising expense | 14,677,000 | 12,356,000 | 26,549,000 | 23,621,000 |
General and administrative (including stock-based compensation expense of $1,282, $1,385, $2,808 and $2,970 respectively) | 20,620,000 | 16,020,000 | 40,344,000 | 32,156,000 |
Depreciation and amortization | 17,121,000 | 14,621,000 | 32,413,000 | 28,871,000 |
Impairment and other lease charges | 367,000 | 2,881,000 | 1,277,000 | 3,190,000 |
Other expense (income), net | 376,000 | 0 | (1,753,000) | 0 |
Total operating expenses | 366,456,000 | 289,217,000 | 662,413,000 | 558,139,000 |
Income (loss) from operations | 2,103,000 | 13,833,000 | (3,065,000) | 16,497,000 |
Loss on extinguishment of debt | 7,443,000 | 0 | 7,443,000 | 0 |
Interest expense | 6,900,000 | 5,917,000 | 12,847,000 | 11,843,000 |
Gain on bargain purchase | 0 | (208,000) | 0 | (230,000) |
Income (loss) before income taxes | (12,240,000) | 8,124,000 | (23,355,000) | 4,884,000 |
Provision (benefit) for income taxes | (8,508,000) | 336,000 | (8,154,000) | 198,000 |
Net income (loss) | $ (3,732,000) | $ 7,788,000 | $ (15,201,000) | $ 4,686,000 |
Basic and diluted net income (loss) per share | $ (0.09) | $ 0.17 | $ (0.39) | $ 0.10 |
Other comprehensive income (loss), net of tax: | ||||
Net income (loss) | $ (3,732,000) | $ 7,788,000 | $ (15,201,000) | $ 4,686,000 |
Other comprehensive income | 0 | 0 | 0 | 0 |
Comprehensive income (loss) | $ (3,732,000) | $ 7,788,000 | $ (15,201,000) | $ 4,686,000 |
Consolidated Statements Of Co_2
Consolidated Statements Of Comprehensive Income (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jul. 01, 2018 | Jun. 30, 2019 | Jul. 01, 2018 | |
Stock-based compensation | $ 1,282 | $ 1,385 | $ 2,808 | $ 2,970 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholder's Equity Statement - USD ($) $ in Thousands | Total | Common Stock [Member] | Preferred Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Treasury Stock [Member] | Common Stock [Member] | Common Stock [Member]Common Stock [Member] | Common Stock [Member]Preferred Stock [Member] | Common Stock [Member]Additional Paid-in Capital [Member] |
Beginning balance (in shares) at Dec. 31, 2017 | 35,436,252 | 100 | |||||||||
Beginning balance at Dec. 31, 2017 | $ 169,060 | $ 354 | $ 0 | $ 144,650 | $ 25,407 | $ (1,210) | $ (141) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Stock-based compensation | 1,585 | 1,585 | |||||||||
Vesting of non-vested shares and excess tax benefits (in shares) | 283,248 | ||||||||||
Vesting of non-vested shares | 0 | $ 3 | (3) | ||||||||
Net income (loss) | (3,102) | (3,102) | |||||||||
Ending balance (in shares) at Apr. 01, 2018 | 35,719,500 | 100 | |||||||||
Ending balance at Apr. 01, 2018 | 167,543 | $ 357 | $ 0 | 146,232 | 22,305 | (1,210) | (141) | ||||
Beginning balance (in shares) at Dec. 31, 2017 | 35,436,252 | 100 | |||||||||
Beginning balance at Dec. 31, 2017 | 169,060 | $ 354 | $ 0 | 144,650 | 25,407 | (1,210) | (141) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net income (loss) | 4,686 | ||||||||||
Ending balance (in shares) at Jul. 01, 2018 | 35,722,838 | 100 | |||||||||
Ending balance at Jul. 01, 2018 | 176,716 | $ 358 | $ 0 | 147,616 | 30,093 | (1,210) | (141) | ||||
Beginning balance (in shares) at Apr. 01, 2018 | 35,719,500 | 100 | |||||||||
Beginning balance at Apr. 01, 2018 | 167,543 | $ 357 | $ 0 | 146,232 | 22,305 | (1,210) | (141) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Stock-based compensation | 1,385 | 1,385 | |||||||||
Vesting of non-vested shares and excess tax benefits (in shares) | 3,338 | ||||||||||
Vesting of non-vested shares | 0 | $ 1 | (1) | ||||||||
Net income (loss) | 7,788 | 7,788 | |||||||||
Ending balance (in shares) at Jul. 01, 2018 | 35,722,838 | 100 | |||||||||
Ending balance at Jul. 01, 2018 | $ 176,716 | $ 358 | $ 0 | 147,616 | 30,093 | (1,210) | (141) | ||||
Beginning balance (in shares) at Dec. 30, 2018 | 35,742,427 | ||||||||||
Beginning balance at Dec. 30, 2018 | $ 185,540 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Stock-based compensation | 1,526 | ||||||||||
Vesting of non-vested shares and excess tax benefits (in shares) | 371,824 | ||||||||||
Vesting of non-vested shares | 0 | $ 4 | (4) | ||||||||
Net income (loss) | (11,469) | ||||||||||
Ending balance (in shares) at Mar. 31, 2019 | 36,114,251 | 100 | |||||||||
Ending balance at Mar. 31, 2019 | $ 183,101 | $ 361 | $ 0 | 151,981 | 31,546 | (646) | (141) | ||||
Beginning balance (in shares) at Dec. 30, 2018 | 35,742,427 | ||||||||||
Beginning balance at Dec. 30, 2018 | $ 185,540 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Issuance (in shares) | 7,400,000 | ||||||||||
Net income (loss) | $ (15,201) | ||||||||||
Ending balance (in shares) at Jun. 30, 2019 | 36,114,251 | 43,481,142 | 10,100 | ||||||||
Ending balance at Jun. 30, 2019 | $ 325,984 | $ 435 | $ 0 | 298,381 | 27,814 | (646) | 0 | ||||
Beginning balance (in shares) at Mar. 31, 2019 | 36,114,251 | 100 | |||||||||
Beginning balance at Mar. 31, 2019 | 183,101 | $ 361 | $ 0 | 151,981 | 31,546 | (646) | (141) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Stock-based compensation | 1,282 | 1,282 | |||||||||
Vesting of non-vested shares and excess tax benefits (in shares) | 2,478 | ||||||||||
Vesting of non-vested shares | 0 | ||||||||||
Issuance (in shares) | 7,364,413 | 10,000 | |||||||||
Issuance | $ 145,333 | $ 74 | $ 145,259 | ||||||||
Retirement of treasury stock | 0 | (141) | 141 | ||||||||
Net income (loss) | $ (3,732) | (3,732) | |||||||||
Ending balance (in shares) at Jun. 30, 2019 | 36,114,251 | 43,481,142 | 10,100 | ||||||||
Ending balance at Jun. 30, 2019 | $ 325,984 | $ 435 | $ 0 | $ 298,381 | $ 27,814 | $ (646) | $ 0 |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2019 | Jul. 01, 2018 | |
Cash flows provided from (used for) operating activities: | ||
Net income | $ (15,201) | $ 4,686 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Loss on disposals of property and equipment | 508 | 209 |
Stock-based compensation | 2,808 | 2,970 |
Gain on bargain purchase | 0 | (230) |
Gain on settlement agreement | (1,913) | 0 |
Impairment and other lease charges | 1,277 | 3,190 |
Depreciation and amortization | 32,413 | 28,871 |
Amortization of deferred financing costs | 719 | 601 |
Amortization of bond premium and discount on debt | (264) | (449) |
Amortization of deferred gains from sale-leaseback transactions | 0 | (790) |
Deferred income taxes | (8,219) | 38 |
Change in refundable income taxes | 41 | 0 |
Loss on extinguishment of debt - non-cash | 129 | 0 |
Changes in other operating assets and liabilities | (1,384) | (269) |
Net cash provided by operating activities | 10,832 | 38,827 |
Cash flows used for investing activities: | ||
New restaurant development | (19,120) | (12,157) |
Restaurant remodeling | (12,990) | (10,995) |
Other restaurant capital expenditures | (8,784) | (7,973) |
Corporate and restaurant information systems | (2,198) | (1,338) |
Total capital expenditures | (43,092) | (32,463) |
Acquisition of restaurants, net of cash acquired | 127,980 | 0 |
Properties purchased for sale-leaseback | 0 | (2,123) |
Proceeds from sale-leaseback transactions | 4,637 | 2,862 |
Proceeds from insurance recoveries | 123 | 0 |
Net cash used for investing activities | (166,312) | (31,724) |
Cash flows provided by financing activities: | ||
Proceeds from issuance of Term Loan B Facility | 422,875 | 0 |
Retirement of 8% Senior Secured Second Lien Notes, premium and fees | (280,500) | 0 |
Borrowings under prior revolving credit facility | 0 | 4,500 |
Repayments under prior revolving credit facility | 0 | (4,500) |
Borrowings under new revolving credit facility | 175,750 | 0 |
Repayments under new revolving credit facility | (150,750) | 0 |
Proceeds from lease financing obligations | 0 | 2,692 |
Payments on finance lease liabilities | 981 | 888 |
Costs associated with financing long-term debt | (11,516) | (154) |
Net cash provided by financing activities | 154,878 | 1,650 |
Net increase (decrease) in cash and cash equivalents | (602) | 8,753 |
Cash and cash equivalents, beginning of period | 4,014 | 29,412 |
Cash and cash equivalents, end of period | 3,412 | 38,165 |
Supplemental disclosures: | ||
Interest paid on long-term debt | 15,988 | 11,639 |
Interest paid on lease financing obligations | 52 | 52 |
Accruals for capital expenditures | 4,882 | 3,230 |
Common and preferred stock issued for consideration in acquisition | 145,333 | 0 |
Income taxes paid | 138 | 133 |
Lease assets obtained in exchange for new operating lease liabilities | 36,124 | 0 |
Lease Assets and Liabilities Resulting From Lease Modifications | 10,255 | 0 |
Finance lease obligations acquired or incurred | $ 518 | $ 0 |
Basis Of Presentation (Notes)
Basis Of Presentation (Notes) | 6 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis Of Presentation | Basis of Presentation Business Description. At June 30, 2019 Carrols Restaurant Group, Inc. ("Carrols Restaurant Group") operated, as franchisee, 1,023 Burger King ® restaurants in 23 Northeastern, Midwestern and Southeastern states. At June 30, 2019 , the Company also operated 58 Popeyes ® in 7 Southeastern states. Basis of Consolidation. Carrols Restaurant Group, Inc. is a holding company and conducts all of its operations through its wholly-owned subsidiaries Carrols Corporation (“Carrols”) and Carrols' wholly-owned subsidiary, Carrols LLC, a Delaware limited liability company, and Carrols LLC's wholly-owned subsidiary Republic Foods, Inc., a Maryland corporation ("Republic Foods"), and effective on April 30, 2019, New CFH, LLC and it's wholly-owned subsidiaries. New CFH's direct wholly-owned subsidiaries include Alabama Quality, LLC, Carolina Quality, LLC, Cambridge Quality Chicken, LLC, Frayser Holdings, LLC, Louisiana Quality, LLC, Cambridge Franchise Real Estate, LLC, Cambridge Real Estate Development, LLC, Carolina Quality Properties, LLC, CFH Real Estate, LLC, and Tennessee Quality, LLC. Unless the context otherwise requires, Carrols Restaurant Group and its wholly-owned subsidiaries are collectively referred to as the “Company.” All intercompany transactions have been eliminated in consolidation. Fiscal Year. The Company uses a 52 - 53 week fiscal year ending on the Sunday closest to December 31. The three and six months ended June 30, 2019 and July 1, 2018 each contained thirteen and twenty-six weeks, respectively. The 2019 fiscal year will end December 29, 2019 and will contain 52 weeks. Basis of Presentation. The accompanying unaudited condensed consolidated financial statements as of and for the three and six months ended June 30, 2019 and July 1, 2018 have been prepared without an audit, pursuant to the rules and regulations of the Securities and Exchange Commission and do not include certain of the information and the footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all normal and recurring adjustments considered necessary for a fair presentation of such unaudited condensed consolidated financial statements have been included. The results of operations for the three and six months ended June 30, 2019 and July 1, 2018 are not necessarily indicative of the results to be expected for the full year. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 30, 2018 . The December 30, 2018 consolidated balance sheet data is derived from those audited consolidated financial statements. Use of Estimates. The preparation of the accompanying unaudited condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant items subject to such estimates include: accrued occupancy costs, insurance liabilities, evaluation for impairment of long-lived assets and franchise rights, lease accounting matters, the valuation of acquired assets and liabilities and the valuation of deferred income tax assets. Actual results could differ from those estimates. Segment Information. Operating segments are components of an entity for which separate financial information is available and is regularly reviewed by the chief operating decision maker in order to allocate resources and assess performance. The Company's chief operating decision maker currently evaluates the Company's operations from a number of different operational perspectives; however resource allocation decisions are determined based on the chief operating decision maker's evaluation of the total Company operations. The Company derives all significant revenues from a single operating segment. Accordingly, the Company views the operating results of its restaurants as one reportable segment. Business Combinations. In accordance with ASC 805, the Company allocates the purchase price of an acquired business to its net identifiable assets and liabilities based on the estimated fair values. The excess of the purchase price over the amount allocated to the assets and liabilities, if any, is recorded as goodwill. The excess value of the net identifiable assets and liabilities acquired over the purchase price, if any, is recorded as a bargain purchase gain. The Company uses all available information to estimate fair values of identifiable intangible assets and property acquired. In making these determinations, the Company sometimes engages an independent third party valuation specialist to assist with the valuation of certain leasehold improvements, franchise rights and favorable and unfavorable leases. The Company estimates that the seller's carrying value of acquired restaurant equipment, subject to certain adjustments, is equivalent to fair value of this equipment at the date of the acquisition. The fair values of assumed franchise agreements are valued as if the remaining term of the agreement is at the market rate. The fair values of acquired land, buildings, certain leasehold improvements and restaurant equipment subject to finance leases are determined using both the cost approach and market approach. The fair value of the favorable and unfavorable leases acquired, right-of-use assets, right-of-use liabilities, as well as the fair value of land, buildings, leasehold improvements and restaurant equipment subject to finance leases acquired is measured using significant inputs observable in the open market. The Company categorizes all such inputs as Level 2 inputs under ASC 820. The fair value of acquired franchise rights is primarily determined using the income approach, and unobservable inputs classified as Level 3 under ASC 820. Cash and Cash Equivalents. The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. At June 30, 2019 , the Company did not have any cash invested in money market funds. At December 30, 2018 , the Company had $2.3 million , invested in money market funds, which are classified as cash equivalents on the condensed consolidated balance sheet. Fair Value of Financial Instruments. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. In determining fair value, the accounting standards establish a three level hierarchy for inputs used in measuring fair value as follows: Level 1 inputs are quoted prices in active markets for identical assets or liabilities; Level 2 inputs are observable for the asset or liability, either directly or indirectly, including quoted prices in active markets for similar assets or liabilities; and Level 3 inputs are unobservable and reflect the Company's own assumptions. Financial instruments include cash and cash equivalents, trade and other receivables, accounts payable and long-term debt. The carrying amounts of cash and cash equivalents, trade and other receivables and accounts payable approximate fair value because of the short-term nature of these financial instruments. The carrying amount of the Term Loan B Credit Facility at June 30, 2019 approximate fair value because of its variable rate. The Carrols Restaurant Group 8.0% Senior Secured Second Lien Notes due 2022 were redeemed in full as of June 30, 2019 . At December 30, 2018 , the fair value of the of the 8.0% Senior Secured Second Lien Notes was based on a recent trading value, which is considered Level 2, and was approximately $277.1 million . Fair value measurements of non-financial assets and non-financial liabilities are primarily used in the impairment analysis of long-lived assets, goodwill and intangible assets. Long-lived assets and definite-lived intangible assets are measured at fair value on a nonrecurring basis using Level 3 inputs. As described in Note 4, the Company recorded long-lived asset impairment charges of $0.3 million and $1.1 million during the three and six months ended June 30, 2019 , respectively, and $2.3 million and $2.4 million during the three and six months ended July 1, 2018 . Recently Issued Accounting Pronouncements Adopted. The Company adopted Accounting Standards Update ("ASU") No. 2016-02, Leases (Topic 842) on December 31, 2018, the first day of fiscal 2019. The new standard requires a lessee to recognize a liability for lease obligations, representing the discounted obligation to make minimum lease payments, and a corresponding right-of-use asset on the balance sheet for all leases with a term longer than 12 months. The Company elected the optional transition method to initially apply the new lease standard at the adoption date and accordingly, financial information for periods prior to the date of initial application have not been adjusted. The Company has elected the package of practical expedients, which permits the Company to not reassess its prior conclusions regarding lease identification, lease classification and initial direct costs. The Company did not elect to use the allowed expedient that permitted the use of hindsight or the expedient in determining lease term or impairment of right-of-use assets. In addition, the Company elected a short-term lease exemption policy that permits the Company to not apply the recognition requirements of the new lease standard to leases with a term of 12 months or less. The Company also elected an accounting policy to not separate lease and non-lease components for certain classes of leases. Upon adoption of this ASU, the Company recognized lease liabilities of approximately $542.9 million , based on the present value of remaining minimum rental payments discounted at the Company's incremental borrowing rate and right-of-use assets of approximately $517.6 million . The difference between the right-of-use assets and operating lease liabilities is related to prepaid and deferred non-level rents, unamortized lease acquisition costs and unamortized favorable and unfavorable lease balances. The Company has recognized an adjustment to retained earnings upon adoption of $7.5 million , net of the deferred tax impact, to eliminate the historical deferred gains on qualified sale-leaseback transactions. Adoption of this ASU did not materially impact the condensed consolidated statements of cash flows or any covenant related to the Company's long-term debt. Recently Issued Accounting Standards Not Yet Adopted. In January 2017, the Financial Accounting Standards Board (“FASB”) issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. This ASU simplifies the accounting for goodwill by eliminating step 2 from the goodwill impairment test. Under the new ASU, if the carrying amount of a reporting unit exceeds its fair value, an impairment loss will be recognized for the amount by which the carrying amount exceeds its fair value. This update is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, with early adoption permitted. The Company believes that this pronouncement will have no impact on its consolidated financial statements and related disclosures. Subsequent events. The Company reviewed and evaluated subsequent events through the issuance date of the Company’s unaudited condensed consolidated financial statements. |
Acquisition (Notes)
Acquisition (Notes) | 6 Months Ended |
Jun. 30, 2019 | |
Business Combinations [Abstract] | |
Mergers, Acquisitions and Dispositions Disclosures [Text Block] | Acquisitions In 2012, as part of an acquisition of restaurants from Burger King Corporation ("BKC"), the Company was assigned BKC's right of first refusal on the sale of franchisee-operated restaurants in 20 states (the "ROFR"). Since the beginning of 2018, the Company has acquired an aggregate of 222 Burger King restaurants and 55 Popeyes restaurants from other franchisees in the following transactions, some of which were acquired pursuant to the exercise of the ROFR (in thousands, except number of restaurants): Closing Date Number of Restaurants Purchase Price Market Location 2018 Acquisitions: February 13, 2018 (1) 1 $ — New York August 21, 2018 (2) 2 1,666 Detroit, Michigan September 5, 2018 (2) 31 25,930 Western Virginia October 2, 2018 10 10,506 South Carolina and Georgia 44 38,102 2019 Acquisitions: April 30, 2019 (3) 220 257,525 Southeastern states June 11, 2019 13 15,788 Baltimore, Maryland Total 2018 and 2019 Acquisitions 277 $ 311,415 (1) The Company recorded a bargain purchase gain because the fair value of assets acquired, largely representing a franchise right asset of $0.3 million , exceeded the total fair value of consideration paid by $0.2 million . (2) Acquisitions resulting from the exercise of the ROFR with Burger King. (3) During the second quarter of 2019, the Company completed the merger with New CFH, LLC (“Cambridge”) and acquired 165 Burger King restaurants and 55 Popeyes restaurants. See further discussion below. 2019 Acquisitions On April 30, 2019 the Company completed a merger with Cambridge ("the Cambridge Merger") for a purchase price of $257.5 million through the issuance of shares of stock which consisted of (i) approximately 7.4 million shares of common stock, (ii) 10,000 shares of the Company's newly designated Series C Convertible Preferred Stock, convertible into approximately 7.5 million shares of common stock, and (iii) the retirement of approximately $112.2 million of the outstanding indebtedness of Cambridge. The conversion of the Series C Preferred Stock will be subject to a vote of the Company's stockholders at the Company’s 2019 Annual Meeting of Stockholders to be held on August 29, 2019 (and to the extent not approved, at any stockholder meeting thereafter), and will automatically convert into the Company's common stock upon stockholder approval of such conversion. All shares issued are subject to a two year restriction on sale or transfer subject to certain limited exceptions. As part of the transaction, Cambridge has the right to designate up to two director nominees and two Cambridge Holdings executives joined the Company's Board of Directors on April 30, 2019. Under the purchase method of accounting, the aggregate purchase price is allocated to the net tangible and intangible assets based on their estimated fair values on the acquisition date. For purposes of estimating the total purchase price in connection with the Cambridge merger, we have assumed the issuance of 14.9 million shares of common stock which includes the conversion of the Company's Series C Preferred Stock into common stock as the Company believes this is the most likely scenario. If the conversion does not occur at the 2019 Annual Meeting of Stockholders on August 29, 2019 , the fair value of the Series C Preferred Stock could be adjusted; which would impact the allocation of the purchase price for the Cambridge Merger. The value for the common stock of $145.3 million was based on the $9.81 closing price of the Company's stock on the date of acquisition. See Note 12—Preferred Stock for further information. The Company has engaged a third party valuation specialist to assist with the valuation of assets acquired. As the values of certain assets and liabilities are preliminary in nature, the fair values for the equity consideration, property and equipment, favorable and unfavorable leases which are an adjustment to the right-of-use assets under ASC 842, restaurant equipment, franchise rights and goodwill are subject to adjustment as additional information is obtained. The preliminary fair value of property and equipment, franchise agreements, and favorable and unfavorable lease value of the right-of-use assets was based on the assets carrying value due to recent valuations completed by Cambridge on the acquisition of 132 restaurants and construction of 33 new restaurants in the last three years. When the independent valuation is finalized, changes to the preliminary valuation of assets acquired or liabilities assumed may result in material adjustments to the estimated fair value of identifiable assets acquired, including franchise rights, goodwill, and the related deferred taxes. Goodwill recorded in connection with the Cambridge Merger represents a preliminary assessment of costs in excess of fair values assigned to the underlying net assets of acquired restaurants. Goodwill is not expected to be deductible for income tax purposes for the Cambridge Merger. The Company allocated the aggregate purchase price to the net tangible and intangible assets acquired in the Cambridge Merger at their estimated fair values. The following table summarizes the preliminary allocation of the aggregate purchase price for the Cambridge Merger reflected in the condensed consolidated balance sheets as of June 30, 2019 . Inventory $ 2,865 Prepaid expenses 3,074 Other assets 2,230 Land and buildings 19,746 Restaurant equipment 26,729 Right-of-use assets 250,544 Leasehold improvements 3,941 Franchise fees 7,308 Franchise rights 144,499 Goodwill 67,639 Operating lease liabilities (255,015 ) Accounts payable (5,229 ) Accrued payroll, related taxes and benefits (2,990 ) Other liabilities (7,816 ) Net assets acquired $ 257,525 The Company allocated the aggregate purchase price to the net tangible and intangible assets acquired in the 2019 acquisitions (other than the Cambridge Merger) at their estimated fair values. The following table summarizes the preliminary allocation of the aggregate purchase price for the 2019 acquisitions reflected in the condensed consolidated balance sheets as of June 30, 2019 . Inventory $ 147 Restaurant equipment 706 Restaurant equipment - subject to finance leases 150 Right-of-use assets 9,515 Leasehold improvements 6,205 Franchise fees 358 Franchise rights 8,849 Goodwill 55 Operating lease liabilities (9,968 ) Finance lease liabilities for restaurant equipment (185 ) Accounts payable (44 ) Net assets acquired $ 15,788 Goodwill recorded in connection with the 2019 acquisitions represents costs in excess of fair values assigned to the underlying net assets of acquired restaurants. The Company is evaluating if goodwill will be deductible for income tax purposes for the 2019 acquisitions. Deferred income tax assets and liabilities are due primarily to the book and tax bases difference of franchise rights, property and equipment, net favorable and unfavorable leases. 2018 Acquisitions The Company allocated the aggregate purchase price to the net tangible and intangible assets acquired in the acquisitions at their estimated fair values. The following table summarizes the final allocation of the aggregate purchase price for the 2018 acquisitions reflected in the condensed consolidated balance sheets as of December 30, 2018 . Inventory $ 401 Restaurant equipment 2,092 Restaurant equipment - subject to finance leases 43 Leasehold improvements 1,329 Franchise fees 1,264 Franchise rights 31,275 Favorable leases 587 Deferred income taxes 346 Goodwill 1,677 Finance lease liabilities for restaurant equipment (49 ) Unfavorable leases (624 ) Accounts payable (9 ) Net assets acquired $ 38,332 The results of operations for the restaurants acquired are included from the closing date of the respective acquisition. The 2018 and 2019 acquired restaurants contributed restaurant sales of $65.7 million and $78.6 million in the three and six months ended June 30, 2019 , respectively, and contributed restaurant sales of $0.3 million and $0.4 million in the three and six months ended July 1, 2018 , respectively. It is impracticable to disclose net earnings for the post-acquisition period for the acquired restaurants as net earnings of these restaurants were not tracked on a collective basis due to the integration of administrative functions, including field supervision. The unaudited pro forma impact on the results of operations for the restaurants acquired in 2019 for the three and six months ended June 30, 2019 and July 1, 2018 is included below. The unaudited pro forma results of operations are not necessarily indicative of the results that would have occurred had the acquisitions been consummated at the beginning of the periods presented, nor are they necessarily indicative of any future consolidated operating results. The following table summarizes the Company's unaudited pro forma operating results: Three Months Ended Six Months Ended June 30, 2019 July 1, 2018 June 30, 2019 July 1, 2018 Restaurant sales $ 397,213 $ 394,283 $ 764,014 $ 750,412 Net income (loss) $ (926 ) $ 13,535 $ (8,440 ) $ 14,655 Basic and diluted net income (loss) per share $ (0.02 ) $ 0.30 $ (0.22 ) $ 0.32 This unaudited pro forma financial information does not give effect to any anticipated synergies, operating efficiencies, cost savings or any integration costs related to the acquired restaurants. The unaudited pro forma financial results exclude transaction costs recorded as general and administrative expenses of $1.4 million and $4.0 million during the three and six months ended June 30, 2019 and $0.1 million and $0.2 million during the three and six months ended July 1, 2018 . |
Intangible Assets (Notes)
Intangible Assets (Notes) | 6 Months Ended |
Jun. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill And Franchise Rights [Text Block] | Intangible Assets Goodwill. The Company is required to review goodwill for impairment annually, or more frequently when events and circumstances indicate that the carrying amount may be impaired. If the determined fair value of goodwill is less than the related carrying amount, an impairment loss is recognized. The Company performs its annual impairment assessment as of the last day of its fiscal year and does not believe circumstances have changed since the last assessment date which would make it necessary to reassess the value of its goodwill. There have been no recorded goodwill impairment losses during the six months ended June 30, 2019 or July 1, 2018 . The change in goodwill for the six months ended June 30, 2019 is summarized below. Balance at December 30, 2018 $ 38,469 Acquisitions of restaurants (Note 2) 67,694 Balance at June 30, 2019 $ 106,163 Franchise Rights. Amounts allocated to franchise rights for each acquisition of Burger King ® and Popeyes ® restaurants are amortized using the straight-line method over the average remaining term of the acquired franchise agreements plus one twenty -year renewal period. The Company assesses the potential impairment of franchise rights whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If an indicator of impairment exists, an estimate of the aggregate undiscounted cash flows from the acquired restaurants is compared to the respective carrying value of franchise rights for each acquisition. If an asset is determined to be impaired, the loss is measured by the excess of the carrying amount of the asset over its fair value. No impairment charges were recorded related to the Company’s franchise rights for the three or six months ended June 30, 2019 and July 1, 2018 . The change in franchise rights for the six months ended June 30, 2019 is summarized below: Balance at December 30, 2018 $ 175,897 Acquisitions of restaurants (Note 2) 153,348 Amortization expense (4,072 ) Balance at June 30, 2019 $ 325,173 Amortization expense related to franchise rights was $2.0 million and $1.8 million for the three months ended June 30, 2019 and July 1, 2018 , respectively and $4.1 million and $3.6 million for the six months ended June 30, 2019 and July 1, 2018 , respectively. The Company expects annual amortization expense to be $8.3 million in 2019 and $8.4 million in each of the following five years. |
Impairment Of Long-Lived Assets
Impairment Of Long-Lived Assets And Other Lease Charges (Notes) | 6 Months Ended |
Jun. 30, 2019 | |
Asset Impairment Charges [Abstract] | |
Asset Impairment Charges [Text Block] | Impairment of Long-Lived Assets and Other Lease Charges The Company reviews its long-lived assets, principally property and equipment, for impairment at the restaurant level. If an indicator of impairment exists for any of its assets, an estimate of the undiscounted future cash flows over the life of the primary asset for each restaurant is compared to that long-lived asset’s carrying value. If the carrying value is greater than the undiscounted cash flow, the Company then determines the fair value of the asset and if an asset is determined to be impaired, the loss is measured by the excess of the carrying amount of the asset over its fair value. For closed restaurant locations, the Company reviews the future minimum lease payments and related ancillary costs from the date of the restaurant closure to the end of the remaining lease term and records a lease charge for the lease liabilities to be incurred, net of any estimated sublease recoveries. The Company determines the fair value of restaurant equipment, for those restaurants reviewed for impairment, based on current economic conditions and the Company’s history of transferring these assets in the operation of its business. The Company determines the fair value of right-of-use lease assets based on an assessment of market rents and a discounted future cash flow model. These fair value asset measurements rely on significant unobservable inputs and are considered Level 3 in the fair value hierarchy. During the three months ended June 30, 2019 , the Company recorded impairment and other lease charges of $0.4 million consisting of $0.2 million related to initial impairment charges for one underperforming restaurant, capital expenditures of $0.1 million at previously impaired restaurants, and $0.1 million associated with the closure of one underperforming restaurant. During the six months ended June 30, 2019 , the Company also recorded impairment and other lease charges of $1.3 million consisting of $0.9 million related to initial impairment charges for three underperforming restaurants, capital expenditures of $0.2 million at underperforming restaurants and $0.2 million of other lease charges primarily due to the de-imaging of six restaurants closed during the first quarter. During the three months ended July 1, 2018 , the Company recorded impairment and other lease charges of $2.9 million which included $1.9 million related to the write-off of defective product holding unit kitchen equipment that was replaced, a loss of $0.6 million associated with a sale-leaseback of a restaurant property and $0.4 million of capital expenditures at underperforming restaurants. During the six months ended July 1, 2018 , the company also recorded impairment and other lease charges of $0.1 million associated with the closure of two underperforming restaurants. The following table presents the activity in the accrual for closed restaurant locations: Six Months Ended Year Ended June 30, 2019 December 30, 2018 Balance, beginning of period $ 1,352 $ 2,028 Provisions for closures 42 249 Changes in estimates of accrued costs 82 (147 ) Payments, net (260 ) (889 ) Other adjustments, including the effect of discounting future obligations 575 111 Balance, end of period $ 1,791 $ 1,352 Changes in estimates of accrued costs primarily relate to revisions or terminations of certain closed restaurant leases, changes in assumptions for sublease income and other costs. Other adjustments include the assumption of a $0.5 million liability for a closed restaurant acquired in the Cambridge merger. |
Other Liabilities, Long-Term (N
Other Liabilities, Long-Term (Notes) | 6 Months Ended |
Jun. 30, 2019 | |
Other Liabilities, Noncurrent [Abstract] | |
Other Liabilities Disclosure [Text Block] | Other Liabilities, Long-Term Other liabilities, long-term, at June 30, 2019 and December 30, 2018 consisted of the following: June 30, 2019 December 30, 2018 Deferred rent $ — $ 16,610 Unfavorable leases, net — 12,348 Accrual for closed restaurants, long-term 828 3,074 Accrued workers’ compensation and general liability claims 4,676 4,398 Deferred compensation 3,799 3,610 Other 592 120 $ 9,895 $ 40,160 In accordance with the adoption of ASC 842, as of December 31, 2018, the first day of fiscal 2019, unamortized unfavorable leases of $12.3 million , deferred rent balances of $16.6 million and unamortized lease incentives of $2.6 million were reclassified to adjust the beginning balance of operating right-of-use assets. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Leases | Leases The Company utilizes land and buildings in its operations under various lease agreements. The Company does not consider any one of these individual leases material to the Company's operations. Initial lease terms are generally for twenty years and, in many cases, provide for renewal options and in most cases rent escalations. The exercise of such renewal options are generally at the Company’s sole discretion. The Company evaluates renewal options at lease commencement to determine if such options are reasonably certain to be exercised based on economic factors. Certain leases also require contingent rent, determined as a percentage of sales as defined by the terms of the applicable lease agreement. For most locations, the Company is obligated for occupancy related costs including payment of property taxes, insurance and utilities. The right-of-use (“ROU”) lease assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make payments in exchange for that right of use. As the rate implicit within our leases is not readily determinable, the Company uses its incremental borrowing rate which considers the Company's debt issuances and lease term in determining the present value of future payments. The ROU asset is also reduced by lease incentives, initial direct costs and adjusted by favorable lease assets and unfavorable lease liabilities. Variable lease components represent amounts that are fixed in nature and are recognized in expense as incurred. Leases with an initial term of 12 months or less are not recorded on the balance sheet and are recognized as lease expense on a straight-line basis over the lease term. The Company does not account for lease components (e.g., fixed payments including rent, real estate taxes and insurance costs) separately from the non-lease components. As of June 30, 2019 , the Company had additional leases that have not yet commenced of $9.7 million . These leases will commence during the remainder of fiscal 2019 or in 2020 with lease terms of 5 years to 20 years. In addition, the Company utilizes certain restaurant equipment under various finance lease agreements with initial terms of generally eight years. The Company does not consider any one of these individual leases material to the Company's operations. For certain leases where rent escalates based upon a change in a financial index, such as the Consumer Price Index, the difference between the rate at lease inception and the subsequent fluctuations in that rate are included in variable lease costs. Additionally, because the Company has elected to not separate lease and non-lease components, in limited instances, variable costs also include payments to the landlord for common area maintenance, real estate taxes, insurance and other operating expenses. Lease expense is recognized on a straight-line basis over the lease term, with variable lease payments recognized in the period those payments are incurred. Lease Cost The components and classification of lease expense for the three and six months ended June 30, 2019 are as follows: Three Months Ended Six Months Ended Lease cost Classification June 30, 2019 June 30, 2019 Operating lease cost (1) Restaurant rent expense $ 22,543 $ 40,837 Operating lease cost General and administrative 148 222 Variable lease cost Restaurant rent expense 4,290 8,090 Sublease income Restaurant rent expense (143 ) (321 ) Finance lease cost: Amortization of right-of-use assets Depreciation and amortization 523 999 Interest on lease liabilities Interest expense 64 135 Total lease cost $ 27,425 $ 49,962 (1) Includes short-term leases which are not material. Lease Position Supplemental balance sheet information related to leases was as follows as of June 30, 2019 : As of Leases Classification June 30, 2019 Assets Operating leases Operating right-of-use assets, net $ 785,000 Finance leases Property and equipment, net 2,904 Total leased assets $ 787,904 Liabilities Current Operating leases Current portion of operating lease liabilities $ 39,715 Finance leases Current portion of long-term debt and finance lease liabilities 2,261 Long-term Operating leases Operating lease liabilities 777,054 Finance leases Long-term debt and finance lease liabilities, net 1,393 Total lease liabilities $ 820,423 Weighted Average Remaining Lease Term Operating leases 14.5 years Finance leases 1.9 years Weighted Average Discount Rate Operating leases 7.0 % Finance leases 8.0 % Other Information Supplemental cash flow information related to leases for the six months ended June 30, 2019 are as follows: Six Months Ended June 30, 2019 Gain on sale-leaseback transactions $ 105 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 36,006 Operating cash flows from finance leases $ 135 Financing cash flows from finance leases $ 981 Future minimum lease payments under noncancelable lease at June 30, 2019 are as follows: Fiscal year ending: Operating Leases Finance Leases December 29, 2019 $ 47,846 $ 1,244 January 3, 2021 93,769 1,755 January 2, 2022 92,202 583 January 1, 2023 91,415 240 December 31, 2023 90,493 68 Thereafter 907,550 129 Total minimum lease payments 1,323,275 4,019 Less: imputed interest (506,506 ) (365 ) Present value of lease liabilities 816,769 3,654 Less: current portion (39,715 ) (2,261 ) Total long-term lease liabilities $ 777,054 $ 1,393 Disclosures Related to Periods Prior to Adoption of the New Lease Standard As previously disclosed in the Company's 2018 Annual Report on Form 10-K and under the previous lease accounting standard, the maturities of lease liabilities at December 30, 2018 were as follows: Fiscal year ending: Operating Leases Capital Leases December 29, 2019 $ 73,304 $ 2,180 January 3, 2021 71,764 1,454 January 2, 2022 70,607 345 January 1, 2023 70,160 190 December 31, 2023 69,221 68 Thereafter 640,793 129 Total minimum lease payments $ 995,849 4,366 Less amount representing interest (425 ) Total obligations under capital leases 3,941 Less current portion (1,948 ) Long-term obligations under capital leases $ 1,993 |
Long-Term Debt (Notes)
Long-Term Debt (Notes) | 6 Months Ended |
Jun. 30, 2019 | |
Long-term Debt, Unclassified [Abstract] | |
Long-Term Debt | Long-Term Debt Long-term debt at June 30, 2019 and December 30, 2018 consisted of the following: June 30, 2019 December 30, 2018 Collateralized: Term Loan B Facility $ 425,000 $ — Senior Credit Facility - Revolving credit borrowings 25,000 — Carrols Restaurant Group 8% Senior Secured Second Lien Notes — 275,000 Finance lease liabilities 3,654 3,941 453,654 278,941 Less: current portion of long-term debt and finance lease liabilities (6,512 ) (1,948 ) Less: unamortized debt issuance costs (8,519 ) (3,673 ) Less: unamortized original issue discount (2,082 ) — Add: bond premium — 3,503 Total Long-term debt $ 436,541 $ 276,823 On April 30, 2019, the Company entered into a new senior secured credit facility in an aggregate principal amount of $550.0 million , consisting of (i) a Term Loan B Facility in an aggregate principal amount of $425.0 million (the “Term Loan B Facility”) maturing on April 30, 2026 and (ii) a new revolving credit facility (including a sub-facility for standby letters of credit) in an aggregate principal amount of $125.0 million maturing on April 30, 2024 (the “New Revolving Credit Facility” and, together with the Term Loan B Facility, the “New Senior Credit Facilities”). The net proceeds of the Term Loan B Facility were $422.9 million after original issue discount and were used to (i) refinance the indebtedness of Carrols, including redemption of $275.0 million of 8.0% Senior Secured Second Lien Notes due 2022 and accrued interest thereon at a redemption price of 102% , and (ii) retirement of the indebtedness of Cambridge and (iii) the payment of fees and expenses in connection with the Cambridge Merger and New Senior Credit Facilities. The proceeds of the Revolving Credit Facility will finance ongoing working capital and other general corporate purposes, including permitted acquisitions and required expenditures under development agreements. In connection with these transactions, the Company recognized a loss of $7.4 million on the extinguishment of the 8% Senior Secured Second Lien Notes. Borrowings under the New Senior Credit Facilities bear interest, at a rate per annum equal to (i) the Alternate Base Rate (as defined in the New Senior Credit Facilities) plus 2.25% or (b) LIBOR Rate (as defined in the New Senior Credit Facilities) plus 3.25% . At June 30, 2019 the Company's LIBOR Rate margin was 3.25% and the Alternate Base Rate margin was 2.25% . The Term Loan B borrowings shall be due and payable in quarterly installments, beginning on September 30, 2019 as follows: (i) twenty-seven quarterly installments of $1.1 million ; (ii) one final payment of $396.3 million on April 30, 2026. As of June 30, 2019 , there were $25.0 million of revolving credit borrowings outstanding and $11.7 million of letters of credit issued under the new revolving credit facility. After reserving for issued letters of credit and outstanding revolving credit borrowings, $88.3 million was available for revolving credit borrowings under the New Senior Credit Facilities at June 30, 2019 . The Company was in compliance with the financial covenants under its New Senior Credit Facilities at June 30, 2019 . 8% Senior Secured Second Lien Notes due 2022. On April 29, 2015, the Company issued $200.0 million principal amount of 8.0% Senior Secured Second Lien Notes due 2022 and on June 23, 2017, the Company issued an additional $75.0 million principal amount of 8.0% Senior Secured Second Lien Notes due 2022 (the "8% Notes"). The 8% Notes mature and were payable on May 1, 2022. Interest was payable semi-annually on May 1 and November 1. The 8% Notes were guaranteed by the Company's subsidiaries and were secured by second-priority liens on substantially all of the Company's and its subsidiaries' assets (including a pledge of all of the capital stock and equity interests of its subsidiaries). Prior Senior Credit Facility. The Company's prior senior credit facility provided for maximum revolving credit borrowings of up to $73.0 million (including $20.0 million available for letters of credit). Borrowings under the prior senior credit facility bore interest at a rate per annum, at the Company’s option, of: (i) the Alternate Base Rate plus the applicable margin of 1.75% to 2.75% based on the Company’s Adjusted Leverage Ratio, or (ii) the LIBOR Rate plus the applicable margin of 2.75% to 3.75% based on the Company’s Adjusted Leverage Ratio (all terms as defined under the prior senior credit facility). The Company’s obligations under the prior senior credit facility were jointly and severally guaranteed by its subsidiaries and were secured by first priority liens on substantially all of the assets of the Company and its subsidiaries, including a pledge of all of the capital stock and equity interests of its subsidiaries. Under the prior senior credit facility, the Company was required to make mandatory prepayments of borrowings in the event of dispositions of assets, debt issuances and insurance and condemnation proceeds (all subject to certain exceptions). The prior senior credit facility contained certain covenants, including without limitation, those limiting the Company’s and its subsidiaries' ability to, among other things, incur indebtedness, incur liens, sell or acquire assets or businesses, change the character of its business in all material respects, engage in transactions with related parties, make certain investments, make certain restricted payments or pay dividends. In addition, the prior senior credit facility required the Company to meet certain financial ratios, including a Fixed Charge Coverage Ratio, Adjusted Leverage Ratio and First Lien Leverage Ratio (all as defined under the prior senior credit facility). The prior senior credit facility contained customary default provisions, including that the lenders could terminate their obligation to advance and may declare the unpaid balance of borrowings, or any part thereof, immediately due and payable upon the occurrence and during the continuance of customary defaults which included, without limitation, payment default, covenant defaults, bankruptcy type defaults, cross-defaults on other indebtedness, judgments or upon the occurrence of a change of control. |
Income Taxes (Notes)
Income Taxes (Notes) | 6 Months Ended |
Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The provision (benefit) for income taxes for the three and six months ended June 30, 2019 and July 1, 2018 was comprised of the following: Three Months Ended Six Months Ended June 30, 2019 July 1, 2018 June 30, 2019 July 1, 2018 Current $ 53 $ 57 $ 65 $ 160 Deferred (8,561 ) 279 (8,219 ) 38 Provision (benefit) for income taxes $ (8,508 ) $ 336 $ (8,154 ) $ 198 Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amount used for income tax purposes. The benefit for income taxes for the three and six months ended June 30, 2019 was derived using an estimated effective annual income tax rate for all of 2019 of 35.1% , which excludes any discrete tax adjustments. The difference compared to the statutory rate for 2019 is attributed to approximately $3.0 million of non-deductible acquisition costs incurred during the year and the benefits of federal employment credits which are not directly related to the amount of pre-tax loss recorded in a period. Accordingly, in periods where recorded pre-tax income (loss) is relatively small, the proportional effect of these items on the effective tax rate may be significant. The income tax benefit for the six months ended June 30, 2019 contains net discrete tax adjustments of $0.1 million of tax expense. The provision for income taxes for the three and six months ended July 1, 2018 was derived using an estimated effective annual income tax rate for all of 2018 of 1.5% , which excludes any discrete tax adjustments and was below the statutory rate due to the effect of fixed employment tax credits on taxable income. The income tax expense for the six months ended July 1, 2018 contains net discrete tax adjustments of $0.1 million of tax expense. As of June 30, 2019 , the Company had federal net operating loss carryforwards of approximately $89.6 million which expire beginning in 2033 . The Company's state net operating loss carryforwards expire beginning in 2019 through 2038. The Company's policy is to recognize interest and/or penalties related to uncertain tax positions in income tax expense. At June 30, 2019 and December 30, 2018 , the Company had no unrecognized tax benefits and no accrued interest related to uncertain tax positions. The tax years 2013 - 2018 remain open to examination by the major taxing jurisdictions to which the Company is subject. Although it is not reasonably possible to estimate the amount by which unrecognized tax benefits may increase within the next twelve months due to the uncertainties regarding the timing of examinations, the Company does not expect unrecognized tax benefits to significantly change in the next twelve months. |
Stock-Based Compensation (Notes
Stock-Based Compensation (Notes) | 6 Months Ended |
Jun. 30, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation expense for the three months ended June 30, 2019 and July 1, 2018 was $1.3 million and $1.4 million , respectively and for the six months ended June 30, 2019 and July 1, 2018 was $2.8 million and $3.0 million , respectively. On January 15, 2019, the Company granted 417,500 non-vested restricted shares to certain employees and officers of the Company and 47,470 non-vested restricted shares to outside directors of the Company. These shares vest, become non-forfeitable and are being expensed over their three-year vesting period. A summary of all non-vested shares activity for the six months ended June 30, 2019 was as follows: Shares Weighted Average Grant Date Price Non-vested at December 30, 2018 796,476 $ 13.12 Granted 468,199 $ 9.48 Vested (374,302 ) $ 12.66 Non-vested at June 30, 2019 890,373 $ 11.40 The fair value of non-vested shares is based on the closing price on the date of grant. As of June 30, 2019 , the total non-vested unrecognized stock-based compensation expense was approximately $7.6 million and the remaining weighted average vesting period for non-vested shares was 1.9 years. The Company expects to record an additional $2.8 million in stock-based compensation expense related to the vesting of these awards for the remainder of 2019 . |
Commitments And Contingencies (
Commitments And Contingencies (Notes) | 6 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | Commitments and Contingencies Lease Guarantees. Fiesta Restaurant Group, Inc. ("Fiesta"), a former wholly-owned subsidiary of the Company, was spun-off in 2012 to the Company's stockholders. As of June 30, 2019 , the Company is a guarantor under 27 Fiesta restaurant property leases, of which all except for one of those restaurants is still operating, with lease terms expiring on various dates through 2030, and is the primary lessee on five Fiesta restaurant property leases, which it subleases to Fiesta. The Company is fully liable for all obligations under the terms of the leases in the event that Fiesta fails to pay any sums due under the lease, subject to indemnification provisions of a Separation and Distribution Agreement entered into in connection with the spin-off of Fiesta. The maximum potential amount of future undiscounted rental payments the Company could be required to make under these leases at June 30, 2019 was $13.8 million of which $ 0.4 million is included in operating lease liabilities in accordance with ASC 842. The obligations under these leases will generally continue to decrease over time as these operating leases expire. No payments related to these guarantees have been made by the Company to date and none are expected to be required to be made in the future. The Company has not recorded a liability for $ 13.4 million of these guarantees in accordance with ASC 460 - Guarantees as Fiesta has indemnified the Company for all such obligations and the Company did not believe it was probable it would be required to perform under any of the guarantees or direct obligations. Litigation. The Company is a party to various litigation matters that arise in the ordinary course of business. The Company does not believe that the outcome of any of these other matters meet the disclosure or recognition standards, nor will they have a material adverse effect on its consolidated financial statements. |
Transactions with Related Parti
Transactions with Related Parties (Notes) | 6 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | Transactions with Related Parties In connection with an acquisition of restaurants from BKC in 2012, the Company issued to BKC 100 shares of Series A Convertible Preferred Stock, which was exchanged for 100 shares of newly issued Series B Convertible Preferred Stock in 2018, and as of June 30, 2019 is convertible into approximately 15.4% of the outstanding shares of the Company's common stock after giving effect to the conversion of the Series B and Series C Preferred Stock. Pursuant to the terms of the Series B Convertible Preferred Stock, BKC together with certain other entities that are both affiliates of BKC and either Restaurant Brands International or Restaurant Brands International Limited Partnership ("RBI") are entitled to elect two representatives on the Company's board of directors. Each of the Company's restaurants operates under a separate franchise agreement with RBI. These franchise agreements generally provide for an initial term of twenty years and currently have an initial franchise fee of fifty thousand dollars. Any franchise agreement, including renewals, can be extended at the Company's discretion for an additional 20 year term, with RBI 's approval, provided that, among other things, the restaurant meets the current restaurant image standard and the Company is not in default under terms of the franchise agreement. In addition to the initial franchise fee, the Company generally pays BKC a monthly royalty at a rate of 4.5 % of sales and Popeye's a weekly royalty at a rate of 5.0% of sales. Royalty expense was $15.6 million and $13.0 million in the three months ended June 30, 2019 and July 1, 2018 , respectively and was $28.0 million and $24.5 million in the six months ended June 30, 2019 and July 1, 2018 , respectively. The Company is also generally required to contribute 4 % of restaurant sales from its restaurants to an advertising fund utilized by RBI for its advertising, promotional programs and public relations activities, and additional amounts for additional local advertising in markets that approve such advertising. Advertising expense associated with these expenditures was $14.4 million and $12.1 million in the three months ended June 30, 2019 and July 1, 2018 , respectively and was $25.8 million and $23.0 million in the six months ended June 30, 2019 and July 1, 2018 , respectively. As of June 30, 2019 , the Company leased 249 of its restaurant locations from BKC and 115 of these locations are subleased by BKC from various third-party lessors. Aggregate rent under these BKC leases was $6.8 million for each of the three months ended June 30, 2019 and July 1, 2018 , and was $13.6 million and $13.5 million in the six months ended June 30, 2019 and July 1, 2018 , respectively. The Company does not believe that such lease terms have been significantly affected by the fact that the Company and BKC are deemed to be related parties. The Company and BKC have entered into an Area Development and Remodeling Agreement ("Area Development Agreement") commencing on April 30, 2019 and ending on September 30, 2024, which supersedes the Operating Agreement dated as of May 30, 2012, as amended, between Carrols LLC and BKC. Pursuant to the Area Development Agreement, BKC assigned its right of first refusal under its franchise agreements with its franchisees to purchase all of the assets of a Burger King restaurant on the same terms proposed between such franchisee and a third party purchaser (the “ADA ROFR”), in 16 states and a limited number of counties in four additional states, and granted franchise pre-approval to acquire Burger King restaurants until the date that Carrols LLC has acquired more than an aggregate of 500 Burger King restaurants. The continued assignment of the ADA ROFR is subject to suspension or termination in the event of non-compliance by Carrols LLC with certain terms as set forth in the Area Development Agreement. Carrols LLC will pay BKC $3.0 million for the ADA ROFR in four equal installment payments over the course of one year. As of June 30, 2019 , the Company owed BKC $1.5 million associated with its purchase of the ADA ROFR and $10.1 million related to the payment of advertising, royalties and rent, which is remitted on a monthly basis. The Company has assumed Cambridge's development agreement for Popeyes ®, which includes a right of first refusal for acquisitions in two southern states, as well as a development commitment for approximately 80 new Popeyes ® restaurants over six years. In addition, the Company received $ 1.9 million related to a settlement with BKC for their approval of new restaurant development by other franchisees which unfavorably impacted the Company's restaurants which was recorded as other income in the first quarter of 2019. |
Preferred Stock
Preferred Stock | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Preferred Stock | Preferred Stock In connection with the Cambridge Merger, Cambridge was issued 10,000 shares of Series C Preferred Stock. The Series C Preferred Stock shall (i) accrue a dividend of 9% per annum that is payable by increasing the Stated Value (as defined in the Carrols Restaurant Group, Inc. Certificate of Designations of Series C Convertible Preferred Stock) per share of Series C Preferred Stock every six months from the date of issuance (ii) be subject to certain issuance restrictions and (iii) be initially convertible into 7.5 million of shares of the Company's common stock, subject to adjustment pursuant to certain anti-dilution provisions and (iv) be automatically convertible into shares of the Company's common stock upon the vote of the Company's stockholders at the Company's 2019 Annual Meeting of Stockholders to be held on August 29, 2019 (and to the extent not approved, at any stockholder meeting thereafter). Pursuant to the Merger Agreement, the Stockholder Approval will be voted upon at its next annual meeting of stockholders to be held after the closing of the Mergers. As of June 30, 2019 the 10,000 shares of Series C Preferred Stock, along with 7.4 million shares of common stock, constitutes approximately 24.2% of the Company's common stock after giving effect to the conversion of the Series B and Series C Preferred Stock. |
Net Loss Per Share (Notes)
Net Loss Per Share (Notes) | 6 Months Ended |
Jun. 30, 2019 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | Net Income (Loss) per Share The Company applies the two-class method to calculate and present net income (loss) per share. The Company's non-vested share awards, Series B Convertible Preferred Stock issued to BKC and Series C Preferred Stock contain non-forfeitable rights to dividends and are considered participating securities for purposes of computing net income (loss) per share pursuant to the two-class method. Under the two-class method, net earnings are reduced by the amount of dividends declared (whether paid or unpaid) and the remaining undistributed earnings are then allocated to common stock and participating securities, based on their respective rights to receive dividends. As the Company incurred a net loss for the three months and six months ended June 30, 2019 , and losses are not allocated to participating securities under the two-class method, such method is not applicable for the aforementioned interim reporting periods. Basic net income (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of shares of common stock outstanding for the reporting period. Diluted net income (loss) per share reflects additional shares of common stock outstanding, where applicable, calculated using the treasury stock method or the two-class method. The following table sets forth the calculation of basic and diluted net income (loss) per share: Three Months Ended Six Months Ended June 30, 2019 July 1, 2018 June 30, 2019 July 1, 2018 Basic net income (loss) per share: Net income (loss) $ (3,732 ) $ 7,788 $ (15,201 ) $ 4,686 Less: Income attributable to non-vested shares — (139 ) — (83 ) Less: Income attributable to preferred stock — (1,596 ) — (961 ) Net income (loss) available to common stockholders $ (3,732 ) $ 6,053 $ (15,201 ) $ 3,642 Weighted average common shares outstanding 41,051,354 35,720,243 38,548,246 35,693,027 Basic net income (loss) per share $ (0.09 ) $ 0.17 $ (0.39 ) $ 0.10 Diluted net income (loss) per share: Net income (loss) $ (3,732 ) $ 7,788 $ (15,201 ) $ 4,686 Shares used in computing basic net loss per share 41,051,354 35,720,243 38,548,246 35,693,027 Dilutive effect of preferred stock and non-vested shares — 9,481,023 — 9,541,577 Shares used in computing diluted net loss per share 41,051,354 45,201,266 38,548,246 45,234,604 Diluted net income (loss) per share $ (0.09 ) $ 0.17 $ (0.39 ) $ 0.10 Shares excluded from diluted net income (loss) per share computations (1) 17,755,355 — 17,755,355 — (1) Shares issuable upon conversion of preferred stock and non-vested shares were excluded from the computation of diluted net loss per share because their effect would have been anti-dilutive. |
Other Expense (Income) (Notes)
Other Expense (Income) (Notes) | 6 Months Ended |
Jun. 30, 2019 | |
Other Income and Expenses [Abstract] | |
Other Expense (Income) | Other Expense (Income) In the three months ended June 30, 2019 , the Company recorded other expense, net of $0.4 million consisting of a loss on the disposal of restaurant equipment of $0.5 million and a $0.1 million gain on a sale-leaseback transaction. In the six months ended June 30, 2019 , the Company recorded other income of $1.8 million which consisted of a $ 1.9 million gain from a settlement with BKC for their approval of new restaurant development by other franchisees which unfavorably impacted the Company's restaurants, a $0.1 million gain on two sale-leaseback transactions, a $0.1 million gain related to an insurance recovery from a fire at one of its restaurants in the prior year and a loss on a disposal of restaurant equipment of $0.5 million . |
Subsequent Events (Notes)
Subsequent Events (Notes) | 6 Months Ended |
Jun. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events The Company reviewed and evaluated subsequent events through the issuance date of the Company’s unaudited condensed consolidated financial statements. Stock Repurchase Program On August 2, 2019 , the Company's Board of Directors approved a stock repurchase plan ("Repurchase Program") under which the Company may repurchase up to $25 million of its outstanding common stock. The authorization is effective August 2, 2019 , and will expire 24 months thereafter, unless terminated earlier by the Company's Board of Directors. Purchases under the Repurchase Program may be made from time to time in open market transactions at prevailing market prices or in privately negotiated transactions (including, without limitation, the use of Rule 10b5-1 plans) in compliance with applicable federal securities laws, including Rule 10b-18 under the Securities Exchange Act of 1934, as amended. The Company has no obligation to repurchase stock under the Repurchase Program, and the timing, actual number and value of shares purchased will depend on the Company's stock price, trading volume, general market and economic conditions, and other factors. |
Basis Of Presentation (Policies
Basis Of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Consolidation, Policy [Policy Text Block] | Basis of Consolidation. Carrols Restaurant Group, Inc. is a holding company and conducts all of its operations through its wholly-owned subsidiaries Carrols Corporation (“Carrols”) and Carrols' wholly-owned subsidiary, Carrols LLC, a Delaware limited liability company, and Carrols LLC's wholly-owned subsidiary Republic Foods, Inc., a Maryland corporation ("Republic Foods"), and effective on April 30, 2019, New CFH, LLC and it's wholly-owned subsidiaries. New CFH's direct wholly-owned subsidiaries include Alabama Quality, LLC, Carolina Quality, LLC, Cambridge Quality Chicken, LLC, Frayser Holdings, LLC, Louisiana Quality, LLC, Cambridge Franchise Real Estate, LLC, Cambridge Real Estate Development, LLC, Carolina Quality Properties, LLC, CFH Real Estate, LLC, and Tennessee Quality, LLC. Unless the context otherwise requires, Carrols Restaurant Group and its wholly-owned subsidiaries are collectively referred to as the “Company.” All intercompany transactions have been eliminated in consolidation. |
Fiscal Period, Policy [Policy Text Block] | Fiscal Year. The Company uses a 52 - 53 week fiscal year ending on the Sunday closest to December 31. The three and six months ended June 30, 2019 and July 1, 2018 each contained thirteen and twenty-six weeks, respectively. |
Basis of Presentation, Policy [Policy Text Block] | Basis of Presentation. The accompanying unaudited condensed consolidated financial statements as of and for the three and six months ended June 30, 2019 and July 1, 2018 have been prepared without an audit, pursuant to the rules and regulations of the Securities and Exchange Commission and do not include certain of the information and the footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all normal and recurring adjustments considered necessary for a fair presentation of such unaudited condensed consolidated financial statements have been included. The results of operations for the three and six months ended June 30, 2019 and July 1, 2018 are not necessarily indicative of the results to be expected for the full year. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates. The preparation of the accompanying unaudited condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant items subject to such estimates include: accrued occupancy costs, insurance liabilities, evaluation for impairment of long-lived assets and franchise rights, lease accounting matters, the valuation of acquired assets and liabilities and the valuation of deferred income tax assets. Actual results could differ from those estimates. |
Segment Reporting, Policy [Policy Text Block] | Operating segments are components of an entity for which separate financial information is available and is regularly reviewed by the chief operating decision maker in order to allocate resources and assess performance. The Company's chief operating decision maker currently evaluates the Company's operations from a number of different operational perspectives; however resource allocation decisions are determined based on the chief operating decision maker's evaluation of the total Company operations. The Company derives all significant revenues from a single operating segment. Accordingly, the Company views the operating results of its restaurants as one reportable segment. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. In determining fair value, the accounting standards establish a three level hierarchy for inputs used in measuring fair value as follows: Level 1 inputs are quoted prices in active markets for identical assets or liabilities; Level 2 inputs are observable for the asset or liability, either directly or indirectly, including quoted prices in active markets for similar assets or liabilities; and Level 3 inputs are unobservable and reflect the Company's own assumptions. Financial instruments include cash and cash equivalents, trade and other receivables, accounts payable and long-term debt. The carrying amounts of cash and cash equivalents, trade and other receivables and accounts payable approximate fair value because of the short-term nature of these financial instruments. The carrying amount of the Term Loan B Credit Facility at June 30, 2019 approximate fair value because of its variable rate. The Carrols Restaurant Group 8.0% Senior Secured Second Lien Notes due 2022 were redeemed in full as of June 30, 2019 . At December 30, 2018 , the fair value of the of the 8.0% Senior Secured Second Lien Notes was based on a recent trading value, which is considered Level 2, and was approximately $277.1 million . Fair value measurements of non-financial assets and non-financial liabilities are primarily used in the impairment analysis of long-lived assets, goodwill and intangible assets. Long-lived assets and definite-lived intangible assets are measured at fair value on a nonrecurring basis using Level 3 inputs. |
Intangible Assets (Policies)
Intangible Assets (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | Goodwill. The Company is required to review goodwill for impairment annually, or more frequently when events and circumstances indicate that the carrying amount may be impaired. If the determined fair value of goodwill is less than the related carrying amount, an impairment loss is recognized. The Company performs its annual impairment assessment as of the last day of its fiscal year and does not believe circumstances have changed since the last assessment date which would make it necessary to reassess the value of its goodwill. |
Goodwill and Intangible Assets, Intangible Assets, Policy [Policy Text Block] | Franchise Rights. Amounts allocated to franchise rights for each acquisition of Burger King ® and Popeyes ® restaurants are amortized using the straight-line method over the average remaining term of the acquired franchise agreements plus one twenty -year renewal period. |
Impairment Of Long-Lived Asse_2
Impairment Of Long-Lived Assets And Other Lease Charges (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Asset Impairment Charges [Abstract] | |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | The Company reviews its long-lived assets, principally property and equipment, for impairment at the restaurant level. If an indicator of impairment exists for any of its assets, an estimate of the undiscounted future cash flows over the life of the primary asset for each restaurant is compared to that long-lived asset’s carrying value. If the carrying value is greater than the undiscounted cash flow, the Company then determines the fair value of the asset and if an asset is determined to be impaired, the loss is measured by the excess of the carrying amount of the asset over its fair value. For closed restaurant locations, the Company reviews the future minimum lease payments and related ancillary costs from the date of the restaurant closure to the end of the remaining lease term and records a lease charge for the lease liabilities to be incurred, net of any estimated sublease recoveries. The Company determines the fair value of restaurant equipment, for those restaurants reviewed for impairment, based on current economic conditions and the Company’s history of transferring these assets in the operation of its business. The Company determines the fair value of right-of-use lease assets based on an assessment of market rents and a discounted future cash flow model. These fair value asset measurements rely on significant unobservable inputs and are considered Level 3 in the fair value hierarchy. |
Stock-Based Compensation Polici
Stock-Based Compensation Policies (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation Costs, Policy [Policy Text Block] | The fair value of non-vested shares is based on the closing price on the date of grant. |
Net Loss Per Share (Policies)
Net Loss Per Share (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Earnings Per Share [Abstract] | |
Earnings Per Share, Policy [Policy Text Block] | The Company applies the two-class method to calculate and present net income (loss) per share. The Company's non-vested share awards, Series B Convertible Preferred Stock issued to BKC and Series C Preferred Stock contain non-forfeitable rights to dividends and are considered participating securities for purposes of computing net income (loss) per share pursuant to the two-class method. Under the two-class method, net earnings are reduced by the amount of dividends declared (whether paid or unpaid) and the remaining undistributed earnings are then allocated to common stock and participating securities, based on their respective rights to receive dividends. As the Company incurred a net loss for the three months and six months ended June 30, 2019 , and losses are not allocated to participating securities under the two-class method, such method is not applicable for the aforementioned interim reporting periods. Basic net income (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of shares of common stock outstanding for the reporting period. Diluted net income (loss) per share reflects additional shares of common stock outstanding, where applicable, calculated using the treasury stock method or the two-class method. |
Acquisition (Tables)
Acquisition (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The following table summarizes the preliminary allocation of the aggregate purchase price for the Cambridge Merger reflected in the condensed consolidated balance sheets as of June 30, 2019 . Inventory $ 2,865 Prepaid expenses 3,074 Other assets 2,230 Land and buildings 19,746 Restaurant equipment 26,729 Right-of-use assets 250,544 Leasehold improvements 3,941 Franchise fees 7,308 Franchise rights 144,499 Goodwill 67,639 Operating lease liabilities (255,015 ) Accounts payable (5,229 ) Accrued payroll, related taxes and benefits (2,990 ) Other liabilities (7,816 ) Net assets acquired $ 257,525 The following table summarizes the preliminary allocation of the aggregate purchase price for the 2019 acquisitions reflected in the condensed consolidated balance sheets as of June 30, 2019 . Inventory $ 147 Restaurant equipment 706 Restaurant equipment - subject to finance leases 150 Right-of-use assets 9,515 Leasehold improvements 6,205 Franchise fees 358 Franchise rights 8,849 Goodwill 55 Operating lease liabilities (9,968 ) Finance lease liabilities for restaurant equipment (185 ) Accounts payable (44 ) Net assets acquired $ 15,788 |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | Since the beginning of 2018, the Company has acquired an aggregate of 222 Burger King restaurants and 55 Popeyes restaurants from other franchisees in the following transactions, some of which were acquired pursuant to the exercise of the ROFR (in thousands, except number of restaurants): Closing Date Number of Restaurants Purchase Price Market Location 2018 Acquisitions: February 13, 2018 (1) 1 $ — New York August 21, 2018 (2) 2 1,666 Detroit, Michigan September 5, 2018 (2) 31 25,930 Western Virginia October 2, 2018 10 10,506 South Carolina and Georgia 44 38,102 2019 Acquisitions: April 30, 2019 (3) 220 257,525 Southeastern states June 11, 2019 13 15,788 Baltimore, Maryland Total 2018 and 2019 Acquisitions 277 $ 311,415 (1) The Company recorded a bargain purchase gain because the fair value of assets acquired, largely representing a franchise right asset of $0.3 million , exceeded the total fair value of consideration paid by $0.2 million . (2) Acquisitions resulting from the exercise of the ROFR with Burger King. (3) During the second quarter of 2019, the Company completed the merger with New CFH, LLC (“Cambridge”) and acquired 165 Burger King restaurants and 55 Popeyes restaurants. See further discussion below. The following table summarizes the final allocation of the aggregate purchase price for the 2018 acquisitions reflected in the condensed consolidated balance sheets as of December 30, 2018 . Inventory $ 401 Restaurant equipment 2,092 Restaurant equipment - subject to finance leases 43 Leasehold improvements 1,329 Franchise fees 1,264 Franchise rights 31,275 Favorable leases 587 Deferred income taxes 346 Goodwill 1,677 Finance lease liabilities for restaurant equipment (49 ) Unfavorable leases (624 ) Accounts payable (9 ) Net assets acquired $ 38,332 |
Business Acquisition, Pro Forma Information [Table Text Block] | The following table summarizes the Company's unaudited pro forma operating results: Three Months Ended Six Months Ended June 30, 2019 July 1, 2018 June 30, 2019 July 1, 2018 Restaurant sales $ 397,213 $ 394,283 $ 764,014 $ 750,412 Net income (loss) $ (926 ) $ 13,535 $ (8,440 ) $ 14,655 Basic and diluted net income (loss) per share $ (0.02 ) $ 0.30 $ (0.22 ) $ 0.32 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Indefinite-Lived Intangible Assets [Table Text Block] | The change in franchise rights for the six months ended June 30, 2019 is summarized below: Balance at December 30, 2018 $ 175,897 Acquisitions of restaurants (Note 2) 153,348 Amortization expense (4,072 ) Balance at June 30, 2019 $ 325,173 |
Impairment Of Long-Lived Asse_3
Impairment Of Long-Lived Assets And Other Lease Charges (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Asset Impairment Charges [Abstract] | |
Schedule of Closed-Store Restaurant Reserve by Type of Cost [Table Text Block] | The following table presents the activity in the accrual for closed restaurant locations: Six Months Ended Year Ended June 30, 2019 December 30, 2018 Balance, beginning of period $ 1,352 $ 2,028 Provisions for closures 42 249 Changes in estimates of accrued costs 82 (147 ) Payments, net (260 ) (889 ) Other adjustments, including the effect of discounting future obligations 575 111 Balance, end of period $ 1,791 $ 1,352 |
Other Liabilities, Long-Term (T
Other Liabilities, Long-Term (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Other Liabilities, Noncurrent [Abstract] | |
Schedule of Other Assets and Other Liabilities [Table Text Block] | Other liabilities, long-term, at June 30, 2019 and December 30, 2018 consisted of the following: June 30, 2019 December 30, 2018 Deferred rent $ — $ 16,610 Unfavorable leases, net — 12,348 Accrual for closed restaurants, long-term 828 3,074 Accrued workers’ compensation and general liability claims 4,676 4,398 Deferred compensation 3,799 3,610 Other 592 120 $ 9,895 $ 40,160 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Lease, Cost [Table Text Block] | The components and classification of lease expense for the three and six months ended June 30, 2019 are as follows: Three Months Ended Six Months Ended Lease cost Classification June 30, 2019 June 30, 2019 Operating lease cost (1) Restaurant rent expense $ 22,543 $ 40,837 Operating lease cost General and administrative 148 222 Variable lease cost Restaurant rent expense 4,290 8,090 Sublease income Restaurant rent expense (143 ) (321 ) Finance lease cost: Amortization of right-of-use assets Depreciation and amortization 523 999 Interest on lease liabilities Interest expense 64 135 Total lease cost $ 27,425 $ 49,962 (1) Includes short-term leases which are not material. |
Leases, Balance Sheet Supplemental [Table Text Block] | Supplemental balance sheet information related to leases was as follows as of June 30, 2019 : As of Leases Classification June 30, 2019 Assets Operating leases Operating right-of-use assets, net $ 785,000 Finance leases Property and equipment, net 2,904 Total leased assets $ 787,904 Liabilities Current Operating leases Current portion of operating lease liabilities $ 39,715 Finance leases Current portion of long-term debt and finance lease liabilities 2,261 Long-term Operating leases Operating lease liabilities 777,054 Finance leases Long-term debt and finance lease liabilities, net 1,393 Total lease liabilities $ 820,423 Weighted Average Remaining Lease Term Operating leases 14.5 years Finance leases 1.9 years Weighted Average Discount Rate Operating leases 7.0 % Finance leases 8.0 % |
Leases, Cash Flows Supplemental [Table Text Block] | Supplemental cash flow information related to leases for the six months ended June 30, 2019 are as follows: Six Months Ended June 30, 2019 Gain on sale-leaseback transactions $ 105 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 36,006 Operating cash flows from finance leases $ 135 Financing cash flows from finance leases $ 981 |
Finance Lease, Liability, Maturity [Table Text Block] | Future minimum lease payments under noncancelable lease at June 30, 2019 are as follows: Fiscal year ending: Operating Leases Finance Leases December 29, 2019 $ 47,846 $ 1,244 January 3, 2021 93,769 1,755 January 2, 2022 92,202 583 January 1, 2023 91,415 240 December 31, 2023 90,493 68 Thereafter 907,550 129 Total minimum lease payments 1,323,275 4,019 Less: imputed interest (506,506 ) (365 ) Present value of lease liabilities 816,769 3,654 Less: current portion (39,715 ) (2,261 ) Total long-term lease liabilities $ 777,054 $ 1,393 |
Lessee, Operating Lease, Liability, Maturity [Table Text Block] | Future minimum lease payments under noncancelable lease at June 30, 2019 are as follows: Fiscal year ending: Operating Leases Finance Leases December 29, 2019 $ 47,846 $ 1,244 January 3, 2021 93,769 1,755 January 2, 2022 92,202 583 January 1, 2023 91,415 240 December 31, 2023 90,493 68 Thereafter 907,550 129 Total minimum lease payments 1,323,275 4,019 Less: imputed interest (506,506 ) (365 ) Present value of lease liabilities 816,769 3,654 Less: current portion (39,715 ) (2,261 ) Total long-term lease liabilities $ 777,054 $ 1,393 |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | As previously disclosed in the Company's 2018 Annual Report on Form 10-K and under the previous lease accounting standard, the maturities of lease liabilities at December 30, 2018 were as follows: Fiscal year ending: Operating Leases Capital Leases December 29, 2019 $ 73,304 $ 2,180 January 3, 2021 71,764 1,454 January 2, 2022 70,607 345 January 1, 2023 70,160 190 December 31, 2023 69,221 68 Thereafter 640,793 129 Total minimum lease payments $ 995,849 4,366 Less amount representing interest (425 ) Total obligations under capital leases 3,941 Less current portion (1,948 ) Long-term obligations under capital leases $ 1,993 |
Schedule of Future Minimum Lease Payments for Capital Leases [Table Text Block] | As previously disclosed in the Company's 2018 Annual Report on Form 10-K and under the previous lease accounting standard, the maturities of lease liabilities at December 30, 2018 were as follows: Fiscal year ending: Operating Leases Capital Leases December 29, 2019 $ 73,304 $ 2,180 January 3, 2021 71,764 1,454 January 2, 2022 70,607 345 January 1, 2023 70,160 190 December 31, 2023 69,221 68 Thereafter 640,793 129 Total minimum lease payments $ 995,849 4,366 Less amount representing interest (425 ) Total obligations under capital leases 3,941 Less current portion (1,948 ) Long-term obligations under capital leases $ 1,993 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Long-term Debt, Unclassified [Abstract] | |
Schedule of Long-term Debt Instruments [Table Text Block] | Long-term debt at June 30, 2019 and December 30, 2018 consisted of the following: June 30, 2019 December 30, 2018 Collateralized: Term Loan B Facility $ 425,000 $ — Senior Credit Facility - Revolving credit borrowings 25,000 — Carrols Restaurant Group 8% Senior Secured Second Lien Notes — 275,000 Finance lease liabilities 3,654 3,941 453,654 278,941 Less: current portion of long-term debt and finance lease liabilities (6,512 ) (1,948 ) Less: unamortized debt issuance costs (8,519 ) (3,673 ) Less: unamortized original issue discount (2,082 ) — Add: bond premium — 3,503 Total Long-term debt $ 436,541 $ 276,823 |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | The provision (benefit) for income taxes for the three and six months ended June 30, 2019 and July 1, 2018 was comprised of the following: Three Months Ended Six Months Ended June 30, 2019 July 1, 2018 June 30, 2019 July 1, 2018 Current $ 53 $ 57 $ 65 $ 160 Deferred (8,561 ) 279 (8,219 ) 38 Provision (benefit) for income taxes $ (8,508 ) $ 336 $ (8,154 ) $ 198 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Nonvested Share Activity [Table Text Block] | A summary of all non-vested shares activity for the six months ended June 30, 2019 was as follows: Shares Weighted Average Grant Date Price Non-vested at December 30, 2018 796,476 $ 13.12 Granted 468,199 $ 9.48 Vested (374,302 ) $ 12.66 Non-vested at June 30, 2019 890,373 $ 11.40 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | The following table sets forth the calculation of basic and diluted net income (loss) per share: Three Months Ended Six Months Ended June 30, 2019 July 1, 2018 June 30, 2019 July 1, 2018 Basic net income (loss) per share: Net income (loss) $ (3,732 ) $ 7,788 $ (15,201 ) $ 4,686 Less: Income attributable to non-vested shares — (139 ) — (83 ) Less: Income attributable to preferred stock — (1,596 ) — (961 ) Net income (loss) available to common stockholders $ (3,732 ) $ 6,053 $ (15,201 ) $ 3,642 Weighted average common shares outstanding 41,051,354 35,720,243 38,548,246 35,693,027 Basic net income (loss) per share $ (0.09 ) $ 0.17 $ (0.39 ) $ 0.10 Diluted net income (loss) per share: Net income (loss) $ (3,732 ) $ 7,788 $ (15,201 ) $ 4,686 Shares used in computing basic net loss per share 41,051,354 35,720,243 38,548,246 35,693,027 Dilutive effect of preferred stock and non-vested shares — 9,481,023 — 9,541,577 Shares used in computing diluted net loss per share 41,051,354 45,201,266 38,548,246 45,234,604 Diluted net income (loss) per share $ (0.09 ) $ 0.17 $ (0.39 ) $ 0.10 Shares excluded from diluted net income (loss) per share computations (1) 17,755,355 — 17,755,355 — (1) Shares issuable upon conversion of preferred stock and non-vested shares were excluded from the computation of diluted net loss per share because their effect would have been anti-dilutive. |
Basis Of Presentation (Details)
Basis Of Presentation (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Jun. 30, 2019USD ($)Rate | Jul. 01, 2018USD ($) | Jun. 30, 2019USD ($)Rate | Jul. 01, 2018USD ($) | Sep. 30, 2018 | Dec. 29, 2019 | Jan. 01, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 30, 2018USD ($) | |
Entity Information [Line Items] | |||||||||
Weeks In Fiscal Period | 13 | 39 | |||||||
Cash Equivalents, at Carrying Value | $ 2,300 | ||||||||
Senior Secured Second Lien Notes, Interest Rate | Rate | 8.00% | 8.00% | |||||||
Long-term Debt, Fair Value | 277,100 | ||||||||
Asset impairment charges | $ 300 | $ 2,300 | $ 1,100 | $ 2,400 | |||||
Present value of lease liabilities | 816,769 | 816,769 | |||||||
Operating leases | $ 785,000 | $ 785,000 | 0 | ||||||
Minimum [Member] | |||||||||
Entity Information [Line Items] | |||||||||
Weeks In Fiscal Period | 52 | ||||||||
Maximum [Member] | |||||||||
Entity Information [Line Items] | |||||||||
Weeks In Fiscal Period | 53 | ||||||||
Subsequent Event [Member] | |||||||||
Entity Information [Line Items] | |||||||||
Weeks In Fiscal Period | 52 | ||||||||
Accounting Standards Update 2016-02 [Member] | |||||||||
Entity Information [Line Items] | |||||||||
Present value of lease liabilities | 542,900 | ||||||||
Operating leases | $ 517,600 | ||||||||
Adoption of ASC 842, net of taxes | $ 7,504 | ||||||||
Accounting Standards Update 2016-02 [Member] | Retained Earnings [Member] | |||||||||
Entity Information [Line Items] | |||||||||
Adoption of ASC 842, net of taxes | $ 7,504 | $ 7,504 | |||||||
Burger King Corporate [Member] | |||||||||
Entity Information [Line Items] | |||||||||
Number of Restaurants | 1,023 | 1,023 | |||||||
Number of States in which Entity Operates | 23 | 23 | |||||||
Popeyes [Member] | |||||||||
Entity Information [Line Items] | |||||||||
Number of Restaurants | 58 | 58 | |||||||
Number of States in which Entity Operates | 7 | 7 |
Acquisition (Details)
Acquisition (Details) $ / shares in Units, shares in Thousands | Jun. 11, 2019USD ($) | Apr. 30, 2019USD ($)restaurantdirector$ / sharesshares | Oct. 02, 2018USD ($) | Sep. 05, 2018USD ($) | Aug. 21, 2018USD ($) | Feb. 13, 2018USD ($) | Jun. 30, 2019USD ($)restaurant | Jul. 01, 2018USD ($) | Jun. 30, 2019USD ($) | Jul. 01, 2018USD ($) | Dec. 29, 2019USD ($) | Dec. 30, 2018USD ($)restaurant |
Business Acquisition [Line Items] | ||||||||||||
Right of First Refusal, Number of States | 20 | 20 | ||||||||||
Number of Restaurants Acquired | restaurant | 222 | |||||||||||
Business acquisitions, purchase price | $ 127,980,000 | $ 0 | ||||||||||
Proceeds from sale-leaseback transactions | 4,637,000 | 2,862,000 | ||||||||||
Goodwill | $ 106,163,000 | 106,163,000 | $ 38,469,000 | |||||||||
April 30, 2019 Acquisition 2 [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Number of Restaurants Acquired | 220 | |||||||||||
Business Combination, Consideration Transferred | $ 257,500,000 | |||||||||||
June 11, 2019 Acquisition [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Number of Restaurants Acquired | 13 | |||||||||||
Business acquisitions, purchase price | $ 15,788,000 | |||||||||||
2018 Acquisitions [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Number of Restaurants Acquired | 44 | |||||||||||
Business acquisitions, purchase price | $ 38,102,000 | |||||||||||
Goodwill | $ 1,677,000 | |||||||||||
February 13, 2018 Acquisition 2 [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Number of Restaurants Acquired | 1 | |||||||||||
Business acquisitions, purchase price | $ 0 | |||||||||||
Franchise rights | $ 300,000 | 300,000 | ||||||||||
Liabilities assumed in excess of consideration | 200,000 | 200,000 | ||||||||||
August 21, 2018 Acquisition 2 [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Number of Restaurants Acquired | 2 | |||||||||||
Business acquisitions, purchase price | $ 1,666,000 | |||||||||||
September 5, 2018 Acquisition 2 [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Number of Restaurants Acquired | 31 | |||||||||||
Business acquisitions, purchase price | $ 25,930,000 | |||||||||||
October 2, 2018 Acquisition [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Number of Restaurants Acquired | 10 | |||||||||||
Business acquisitions, purchase price | $ 10,506,000 | |||||||||||
Agreement And Plan Of Merger - Cambridge Holdings, LLC [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Number of Restaurants Acquired | restaurant | 132 | |||||||||||
Franchise rights | 144,499,000 | 144,499,000 | ||||||||||
Goodwill | 67,639,000 | 67,639,000 | ||||||||||
Business Combination, Consideration Transferred | $ 257,500,000 | |||||||||||
Business acquisition, equity interest issued or issuable, number of shares | shares | 7,400 | |||||||||||
Business Combination, Restrictions On Stock, Term Of Restrictions On Sale Or Transfer | 2 years | |||||||||||
Business Combination, Number Of Director Nominees That May Be Designated By Counterparty | director | 2 | |||||||||||
Number of Restaurants Constructed | restaurant | 33 | |||||||||||
Acquired Restaurants [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Restaurant sales | $ 65,700,000 | $ 300,000 | $ 78,600,000 | $ 400,000 | ||||||||
Cambridge Holdings, LLC [Member] | Agreement And Plan Of Merger - Cambridge Holdings, LLC [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Retirement of Outstanding Indebtedness | $ 112,200,000 | |||||||||||
Convertible Preferred Stock [Member] | Agreement And Plan Of Merger - Cambridge Holdings, LLC [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Convertible preferred stock, shares reserved for future issuance | shares | 10 | |||||||||||
Common Stock [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Fair Value of Assets Acquired | $ 14,900,000 | |||||||||||
Business Acquisition, Purchase Price, Conversion, Closing Price | $ / shares | $ 9.81 | |||||||||||
Common Stock [Member] | Agreement And Plan Of Merger - Cambridge Holdings, LLC [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Business Combination, Consideration Transferred | $ 145,300,000 | |||||||||||
Convertible preferred stock, shares reserved for future issuance | shares | 7,500 | |||||||||||
Burger King Corporate [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Number of Restaurants Acquired | restaurant | 165 | |||||||||||
Popeyes [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Number of Restaurants Acquired | restaurant | 55 | |||||||||||
Scenario, Forecast [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Number of Restaurants Acquired | 277 | |||||||||||
Business acquisitions, purchase price | $ 311,415,000 |
Acquisition Net Assets Acquired
Acquisition Net Assets Acquired (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 30, 2018 |
Business Acquisition [Line Items] | ||
Franchise rights | $ 153,348 | |
Goodwill | 106,163 | $ 38,469 |
2019 Acquisition [Member] | ||
Business Acquisition [Line Items] | ||
Inventory | 147 | |
Right-of-use assets | 9,515 | |
Restaurant equipment | 706 | |
Restaurant equipment - subject to finance leases | 150 | |
Leasehold improvements | 6,205 | |
Franchise fees | 358 | |
Franchise rights | 8,849 | |
Goodwill | 55 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Operating Lease Liabilities | (9,968) | |
Finance lease liabilities for restaurant equipment | (185) | |
Accounts payable | (44) | |
Net assets acquired | 15,788 | |
Agreement And Plan Of Merger - Cambridge Holdings, LLC [Member] | ||
Business Acquisition [Line Items] | ||
Inventory | 2,865 | |
Other assets | 2,230 | |
Land and buildings | 19,746 | |
Restaurant equipment | 26,729 | |
Right-of-use assets | 250,544 | |
Leasehold improvements | 3,941 | |
Goodwill | 67,639 | |
Right-of-use liabilities | (255,015) | |
Accounts payable | (5,229) | |
Net assets acquired | 257,525 | |
Prepaid expenses | 3,074 | |
Franchise fees | 7,308 | |
Franchise rights | 144,499 | |
Accrued payroll, related taxes and benefits | (2,990) | |
Other liabilities | $ (7,816) | |
2018 Acquisitions [Member] | ||
Business Acquisition [Line Items] | ||
Inventory | 401 | |
Restaurant equipment | 2,092 | |
Restaurant equipment - subject to finance leases | 43 | |
Leasehold improvements | 1,329 | |
Franchise fees | 1,264 | |
Franchise rights | 31,275 | |
Favorable leases | 587 | |
Deferred income taxes | 346 | |
Goodwill | 1,677 | |
Finance lease liabilities for restaurant equipment | (49) | |
Unfavorable leases | (624) | |
Accounts payable | (9) | |
Net assets acquired | $ 38,332 |
Acquisition Pro Forma Informati
Acquisition Pro Forma Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jul. 01, 2018 | Jun. 30, 2019 | Jul. 01, 2018 | |
Business Combinations [Abstract] | ||||
Business Acquisition, Pro Forma Restaurant Sales | $ 397,213 | $ 394,283 | $ 764,014 | $ 750,412 |
Business Acquisition, Pro Forma Net Income (Loss) | $ (926) | $ 13,535 | $ (8,440) | $ 14,655 |
Business Acquisition, Pro Forma Earnings Per Share, Basic and Diluted | $ (0.02) | $ 0.30 | $ (0.22) | $ 0.32 |
Acquisition costs | $ 1,400 | $ 100 | $ 4,000 | $ 200 |
Goodwill (Details)
Goodwill (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2019 | Jul. 01, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill, Impairment Loss | $ 0 | $ 0 |
Goodwill [Roll Forward] | ||
Goodwill, start | 38,469 | |
Goodwill, Acquired During Period | 67,694 | |
Goodwill, ending | $ 106,163 |
Franchise Rights (Details)
Franchise Rights (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jul. 01, 2018 | Jun. 30, 2019 | Jul. 01, 2018 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Franchise agreement, term | 20 years | |||
Franchise RIghts Rollforward [Abstract] | ||||
Balance, beginning | $ 175,897 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 153,348 | 153,348 | ||
Amortization of intangible assets, franchise rights | (2,000) | $ (1,800) | (4,072) | $ (3,600) |
Balance, end | 325,173 | 325,173 | ||
Franchise Rights [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Impairment of intangible assets (excluding goodwill) | 0 | $ 0 | 0 | $ 0 |
Franchise RIghts Rollforward [Abstract] | ||||
Amortization expense, expected for full fiscal period | 8,300 | 8,300 | ||
Amortization expense, next twelve months | 8,300 | 8,300 | ||
Second Fiscal Year | 8,400 | 8,400 | ||
Third Fiscal Year | 8,400 | 8,400 | ||
Fourth Fiscal Year | 8,400 | 8,400 | ||
Fifth Fiscal Year | $ 8,400 | $ 8,400 |
Impairment Of Long-Lived Asse_4
Impairment Of Long-Lived Assets And Other Lease Charges (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019USD ($) | Jul. 01, 2018USD ($) | Jun. 30, 2019USD ($) | Jul. 01, 2018USD ($) | |
Impaired Long-Lived Assets Held and Used [Line Items] | ||||
Impairment and other lease charges | $ 367 | $ 2,881 | $ 1,277 | $ 3,190 |
Gain on sale-leaseback transactions | $ 100 | 600 | 105 | |
Cambridge Holdings, LLC [Member] | ||||
Impaired Long-Lived Assets Held and Used [Line Items] | ||||
Impairment and other lease charges | $ 500 | |||
Underperforming Restaurants [Member] | ||||
Impaired Long-Lived Assets Held and Used [Line Items] | ||||
Asset impairment charges, number of restaurants | 1 | 3 | ||
Closed Restaurants [Member] | ||||
Impaired Long-Lived Assets Held and Used [Line Items] | ||||
Impairment and other lease charges | $ 100 | |||
Asset impairment charges, number of restaurants | 6 | 2 | ||
Defective Product Holding Unit Kitchen Equipment [Member] | ||||
Impaired Long-Lived Assets Held and Used [Line Items] | ||||
Impairment and other lease charges | 1,873 | |||
Initial Impairment Charge [Member] | Underperforming Restaurants [Member] | ||||
Impaired Long-Lived Assets Held and Used [Line Items] | ||||
Impairment and other lease charges | $ 153 | $ 863 | ||
Previously Impairment Restaurants [Member] | Underperforming Restaurants [Member] | ||||
Impaired Long-Lived Assets Held and Used [Line Items] | ||||
Impairment and other lease charges | 100 | $ 394 | 249 | |
Other Lease Charges [Member] | Underperforming Restaurants [Member] | ||||
Impaired Long-Lived Assets Held and Used [Line Items] | ||||
Impairment and other lease charges | $ 115 | |||
Other Lease Charges [Member] | De-Imaging [Member] | ||||
Impaired Long-Lived Assets Held and Used [Line Items] | ||||
Impairment and other lease charges | $ 166 |
Impairment Of Long-Lived Asse_5
Impairment Of Long-Lived Assets And Other Lease Charges Closed Restaurant Reserve Activity (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2017 | |
Restructuring Reserve [Roll Forward] | ||
Closed-restaurant reserve, beginning of the period | $ 1,352 | |
Provisions for restaurant closures | 42 | $ 249 |
Changes in estimates of accrued costs | 82 | (147) |
Payments, net | (260) | (889) |
Other adjustments, including the effect of discounting future obligations | 575 | 111 |
Closed-restaurant reserve, end of the period | $ 1,791 | $ 2,028 |
Other Liabilities, Long-Term (D
Other Liabilities, Long-Term (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 | Dec. 30, 2018 |
Other Liabilities, Noncurrent [Abstract] | |||
Deferred rent | $ 0 | $ 16,610 | |
Unfavorable leases, net | 0 | 12,348 | |
Accrual for closed restaurants, long-term | 828 | 3,074 | |
Accrued workers' compensation and general liability claims | 4,676 | 4,398 | |
Deferred compensation | 3,799 | 3,610 | |
Other | 592 | 120 | |
Other Liabilities | 9,895 | 40,160 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Unfavorable leases, accumulated amortization | $ 6,019 | $ 6,075 | |
Accounting Standards Update 2016-02 [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Unfavorable leases, accumulated amortization | $ 12,300 | ||
Deferred Rent, Noncurrent | 16,600 | ||
Unamortized Lease Incentives, Noncurrent | $ 2,600 |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 30, 2018 |
Leases [Abstract] | ||
Lessee, operating lease, term of contract | 20 years | |
Less: current portion | $ 39,715 | $ 0 |
Lessor, Lease, Description [Line Items] | ||
Operating leases | 785,000 | 0 |
Lessor, operating lease, lease not yet commenced, assumption and judgment, value of underlying asset, amount | 9,700 | |
Operating and Finance Lease, Right of Use Asset | 787,904 | |
Finance leases | 2,904 | |
Less: current portion | 2,261 | |
Operating lease liabilities | 777,054 | $ 0 |
Total long-term lease liabilities | 1,393 | |
Operating and Finance Lease, Liability | $ 820,423 | |
Operating Lease, Weighted Average Remaining Lease Term | 14 years 6 months 12 days | |
Finance Lease, Weighted Average Remaining Lease Term | 1 year 10 months 25 days | |
Operating Lease, Weighted Average Discount Rate, Percent | 7.00% | |
Weighted Average Discount Rate, Finance Leases | 8.00% | |
Minimum [Member] | ||
Lessor, Lease, Description [Line Items] | ||
Lessee, operating lease, lease not yet commenced, term of contract | 5 years | |
Maximum [Member] | ||
Lessor, Lease, Description [Line Items] | ||
Lessee, operating lease, lease not yet commenced, term of contract | 20 years |
Leases - Cost (Details)
Leases - Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2019 | Jun. 30, 2019 | |
Loans and Leases Receivable Disclosure [Line Items] | ||
Variable lease cost | $ 4,290 | $ 8,090 |
Sublease income | (143) | (321) |
Amortization of right-of-use assets | 523 | 999 |
Interest on lease liabilities | 64 | 135 |
Total lease cost | 27,425 | 49,962 |
Restaurant Rent Expense [Member] | ||
Loans and Leases Receivable Disclosure [Line Items] | ||
Operating lease cost | 22,543 | 40,837 |
General and Administrative Expense [Member] | ||
Loans and Leases Receivable Disclosure [Line Items] | ||
Operating lease cost | $ 148 | $ 222 |
Leases - Position (Details)
Leases - Position (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 30, 2018 |
Leases [Abstract] | ||
Operating leases | $ 785,000 | $ 0 |
Finance leases | 2,904 | |
Total leased assets | 787,904 | |
Current, Operating leases | 39,715 | 0 |
Less: current portion | 2,261 | |
Operating lease liabilities | 777,054 | $ 0 |
Long-term, Finance leases | 1,393 | |
Total lease liabilities | $ 820,423 | |
Weighted Average Remaining Lease Term, Operating Lease | 14 years 6 months 12 days | |
Weighted Average Remaining Lease Term, Finance Lease | 1 year 10 months 25 days | |
Weighted Average Discount Rate, Operating Leases | 7.00% | |
Weighted Average Discount Rate, Finance Leases | 8.00% |
Leases - Other Information (Det
Leases - Other Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jul. 01, 2018 | Jun. 30, 2019 | Jul. 01, 2018 | |
Leases [Abstract] | ||||
Gain on sale-leaseback transactions | $ 100 | $ 600 | $ 105 | |
Operating cash flows from operating leases | 36,006 | |||
Operating cash flows from finance leases | 135 | |||
Financing cash flows from finance leases | $ 981 | $ 888 |
Leases - Maturities Of Lease Li
Leases - Maturities Of Lease Liabilities 842 (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 30, 2018 |
Operating Leases | ||
December 29, 2019 | $ 47,846 | |
January 3, 2021 | 93,769 | |
January 2, 2022 | 92,202 | |
January 1, 2023 | 91,415 | |
December 31, 2023 | 90,493 | |
Thereafter | 907,550 | |
Total minimum lease payments | 1,323,275 | |
Less: imputed interest | (506,506) | |
Present value of lease liabilities | 816,769 | |
Less: current portion | (39,715) | $ 0 |
Total long-term lease liabilities | 777,054 | $ 0 |
Finance Leases | ||
December 29, 2019 | 1,244 | |
January 3, 2021 | 1,755 | |
January 2, 2022 | 583 | |
January 1, 2023 | 240 | |
December 31, 2023 | 68 | |
Thereafter | 129 | |
Total minimum lease payments | 4,019 | |
Less: imputed interest | (365) | |
Present value of lease liabilities | 3,654 | |
Less: current portion | (2,261) | |
Total long-term lease liabilities | $ 1,393 |
Leases - Maturities Of Lease _2
Leases - Maturities Of Lease Liabilities 840 (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 30, 2018 |
Operating Leases | ||
Total obligations under capital leases | $ 3,654 | $ 3,941 |
Long-Term Debt Debt Balances (D
Long-Term Debt Debt Balances (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 30, 2018 |
Debt Instrument [Line Items] | ||
Total obligations under capital leases | $ 3,654 | $ 3,941 |
Long-term Debt | 453,654 | 278,941 |
Less: current portion | (6,512) | (1,948) |
Less: deferred financing costs | (8,519) | (3,673) |
Debt Instrument, Unamortized Discount | (2,082) | 0 |
Add: bond premium | 0 | 3,503 |
Long-term debt, net of current portion | 436,541 | 276,823 |
Term Loan B Facility [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Line of Credit | 425,000 | 0 |
Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Line of Credit | 25,000 | 0 |
Senior Secured Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Line of Credit | $ 0 | $ 275,000 |
Long-Term Debt Narrative (Detai
Long-Term Debt Narrative (Details) | Apr. 30, 2026USD ($) | Apr. 30, 2019USD ($)Rate | Jun. 30, 2019USD ($)Rate | Jul. 01, 2018USD ($) | Jun. 28, 2015USD ($) | Jun. 30, 2019USD ($)Rate | Jul. 01, 2018USD ($) | Sep. 30, 2019USD ($) | Dec. 30, 2018USD ($) | Apr. 01, 2018Rate |
Debt Instrument, Redemption [Line Items] | ||||||||||
Gain (Loss) on Extinguishment of Debt | $ (7,443,000) | $ 0 | $ (7,443,000) | $ 0 | ||||||
Redemption Premium | $ 275,000,000 | |||||||||
Senior Secured Second Lien Notes, Interest Rate | Rate | 8.00% | 8.00% | ||||||||
Line of Credit Facility, Current Borrowing Capacity | $ 73,000,000 | $ 73,000,000 | ||||||||
Proceeds from Issuance of Debt | $ 75,000,000 | $ 200,000,000 | ||||||||
Debt Issuance Costs, Net | 8,519,000 | 8,519,000 | $ 3,673,000 | |||||||
Letters of Credit Outstanding, Amount | 11,700,000 | 11,700,000 | ||||||||
Line of Credit Facility, Remaining Borrowing Capacity | 88,300,000 | $ 88,300,000 | ||||||||
Debt Instrument, Redemption, Period Three [Member] | ||||||||||
Debt Instrument, Redemption [Line Items] | ||||||||||
Senior Notes, Redemption Price | Rate | 102.00% | |||||||||
Senior Secured Credit Facility [Member] | ||||||||||
Debt Instrument, Redemption [Line Items] | ||||||||||
Line of credit facility, maximum borrowing capacity | 550,000,000 | |||||||||
Long-term Line of Credit | 0 | $ 0 | 275,000,000 | |||||||
Term Loan B Facility [Member] | ||||||||||
Debt Instrument, Redemption [Line Items] | ||||||||||
Line of credit facility, maximum borrowing capacity | 425,000,000 | |||||||||
Proceeds from Issuance of Debt | 422,900,000 | |||||||||
Long-term Line of Credit | 425,000,000 | 425,000,000 | 0 | |||||||
Revolving Credit Facility [Member] | ||||||||||
Debt Instrument, Redemption [Line Items] | ||||||||||
Line of credit facility, maximum borrowing capacity | $ 125,000,000 | |||||||||
Long-term Line of Credit | $ 25,000,000 | $ 25,000,000 | $ 0 | |||||||
Base Rate [Member] | ||||||||||
Debt Instrument, Redemption [Line Items] | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | Rate | 2.25% | |||||||||
London Interbank Offered Rate (LIBOR) [Member] | ||||||||||
Debt Instrument, Redemption [Line Items] | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | Rate | 3.25% | |||||||||
Base Rate [Member] | ||||||||||
Debt Instrument, Redemption [Line Items] | ||||||||||
Line of Credit Facility, Interest Rate at Period End | Rate | 2.25% | |||||||||
London Interbank Offered Rate (LIBOR) [Member] | ||||||||||
Debt Instrument, Redemption [Line Items] | ||||||||||
Line of Credit Facility, Interest Rate at Period End | Rate | 3.25% | 3.25% | ||||||||
Scenario, Forecast [Member] | Term Loan B Facility [Member] | ||||||||||
Debt Instrument, Redemption [Line Items] | ||||||||||
Debt, Number of Payments | 27 | |||||||||
Repayment of Debt, Quarterly Payment | $ 1,100,000 | |||||||||
Repayments of Debt | $ 396,300,000 | |||||||||
Letter of Credit [Member] | ||||||||||
Debt Instrument, Redemption [Line Items] | ||||||||||
Line of Credit Facility, Current Borrowing Capacity | $ 20,000,000 | $ 20,000,000 | ||||||||
Minimum [Member] | Base Rate [Member] | ||||||||||
Debt Instrument, Redemption [Line Items] | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | Rate | 1.75% | 1.75% | ||||||||
Minimum [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||||
Debt Instrument, Redemption [Line Items] | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | Rate | 2.75% | 2.75% | ||||||||
Maximum [Member] | Base Rate [Member] | ||||||||||
Debt Instrument, Redemption [Line Items] | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | Rate | 2.75% | 2.75% | ||||||||
Maximum [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||||
Debt Instrument, Redemption [Line Items] | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | Rate | 3.75% | 3.75% |
Income Taxes Schedule of Compon
Income Taxes Schedule of Components of Income Tax Expense (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jul. 01, 2018 | Jun. 30, 2019 | Jul. 01, 2018 | |
Income Tax Disclosure [Abstract] | ||||
Current | $ 53,000 | $ 57,000 | $ 65,000 | $ 160,000 |
Deferred | (8,561,000) | 279,000 | (8,219,000) | 38,000 |
Provision (benefit) for income taxes | $ (8,508,000) | $ 336,000 | $ (8,154,000) | $ 198,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jul. 01, 2018 | Jun. 30, 2019 | Jul. 01, 2018 | Dec. 30, 2018 | |
Income Tax Disclosure [Abstract] | |||||
Effective Income Tax Rate Reconciliation, Percent | 35.10% | 1.50% | 35.10% | 1.50% | |
Effective Income Tax Rate Reconciliation, Tax Credit, Other, Amount | $ 100 | $ 100 | |||
Operating Loss Carryforwards | $ 89,600 | 89,600 | |||
Unrecognized Tax Benefits | 0 | 0 | $ 0 | ||
Unrecognized Tax Benefits, Interest on Income Taxes Accrued | $ 0 | $ 0 | $ 0 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jul. 01, 2018 | Jun. 30, 2019 | Jul. 01, 2018 | Jan. 15, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation | $ 1,282 | $ 1,385 | $ 2,808 | $ 2,970 | |
Unrecognized Stock-Based Compensation Expense, Non-vested Shares | 7,600 | $ 7,600 | |||
Weighted Average Remaining Vesting Period, Non-Vested Shares | 1 year 10 months 12 days | ||||
Expected Stock-Based Compensation, Remainder of Fiscal Year | $ 2,800 | $ 2,800 | |||
Certain Employees and Officers [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 417,500 | ||||
Outside Directors [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 47,470 |
Stock-Based Compensation Summar
Stock-Based Compensation Summary of Non-Vested Stock Activity (Details) | 6 Months Ended |
Jun. 30, 2019$ / sharesshares | |
Nonvested share activity [Roll Forward] | |
Nonvested, beginning of period | shares | 796,476 |
Weighted Average Grant Date Price, beginning of period | $ / shares | $ 13.12 |
Granted | shares | 468,199 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ / shares | $ 9.48 |
Vested Shares | shares | 374,302 |
Weighted Average Grant Date Price, Vested Shares | $ / shares | $ 12.66 |
Nonvested, end of period | shares | 890,373 |
Weighted Average Grant Date Price, end of period | $ / shares | $ 11.40 |
Commitments And Contingencies_2
Commitments And Contingencies (Details) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2019USD ($) | Jun. 30, 2019USD ($) | |
Guarantor Obligations [Line Items] | ||
Maximum potential future undiscounted rental payments | $ 13,800,000 | $ 13,800,000 |
Guarantor Obligations, Payments Made | $ 0 | |
Guarantor Obligations, Expected Future Payments | $ 0 | |
Property Lease Guarantee [Member] | ||
Guarantor Obligations [Line Items] | ||
Property leases | 27 | 27 |
Property leases, still in operation | 1 | 1 |
Primary Lessee [Member] | ||
Guarantor Obligations [Line Items] | ||
Property leases | 5 | 5 |
Transactions with Related Par_2
Transactions with Related Parties (Details) $ in Thousands | Apr. 30, 2019staterestaurant | Jun. 30, 2019USD ($)Rateshares | May 20, 2024USD ($) | May 01, 2019staterestaurant | Dec. 30, 2018shares |
Related Party Transaction [Line Items] | |||||
Right of First Refusal, Number of States | 20 | ||||
Franchise Rights, Right Of First Refusal, Number Of Quarterly Payments | 4 | ||||
Preferred stock, shares issued | shares | 100 | 100 | |||
Board of directors, number of members | 2 | ||||
Franchise agreement, term | 20 years | ||||
Accounts payable to BKC | $ 10,100 | ||||
Arbitration Settlement | $ 1,900 | ||||
Affiliated Entity [Member] | |||||
Related Party Transaction [Line Items] | |||||
Preferred stock, ownership percentage if converted | Rate | 15.40% | ||||
Initial Franchise Fees | $ 50 | ||||
Franchise Term | 20 years | ||||
Property leases | 249 | ||||
BKC Subleases with third-party lessor [Member] | Affiliated Entity [Member] | |||||
Related Party Transaction [Line Items] | |||||
Property leases | 115 | ||||
Burger King Corporate [Member] | |||||
Related Party Transaction [Line Items] | |||||
Accounts payable to BKC | $ 1,500 | ||||
Area Development And Remodeling Agreement [Member] | |||||
Related Party Transaction [Line Items] | |||||
Right of First Refusal, Number of States | state | 16 | 2 | |||
Right of first refusal, number of counties | state | 4 | ||||
Right of first refusal, number of franchises | restaurant | 500 | ||||
Franchise agreement, number of restaurants to be remodeled | restaurant | 80 | ||||
Franchise Agreement, Number Of Restaurants To Be Built, Year Six | 6 years | ||||
Royalty Agreement Terms [Member] | Burger King Corporate [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related Party Transaction, Rate | Rate | 4.50% | ||||
Royalty Agreement Terms [Member] | Popeyes [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related Party Transaction, Rate | Rate | 5.00% | ||||
Scenario, Forecast [Member] | Area Development And Remodeling Agreement [Member] | |||||
Related Party Transaction [Line Items] | |||||
Franchise rights, right of first refusal, quarterly payments | $ 3,000 |
Transactions with Related Par_3
Transactions with Related Parties Expense Disclosures (Details) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019USD ($)Rate | Jul. 01, 2018USD ($) | Jun. 30, 2019USD ($)Rate | Jul. 01, 2018USD ($) | |
Affiliated Entity [Member] | ||||
Related Party Transaction [Line Items] | ||||
Royalty Expense | $ | $ 15.6 | $ 13 | $ 28 | $ 24.5 |
Advertising Expense | $ | $ 14.4 | $ 12.1 | $ 25.8 | 23 |
Property leases | 249 | 249 | ||
Operating Leases, Rent Expense | $ | $ 6.8 | $ 13.6 | $ 13.5 | |
Selling and Marketing Expense [Member] | Affiliated Entity [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related Party Transaction, Rate | Rate | 4.00% | |||
BKC Subleases with third-party lessor [Member] | Affiliated Entity [Member] | ||||
Related Party Transaction [Line Items] | ||||
Property leases | 115 | 115 | ||
Burger King Corporate [Member] | Royalty Agreement Terms [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related Party Transaction, Rate | Rate | 4.50% | |||
Popeyes [Member] | Royalty Agreement Terms [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related Party Transaction, Rate | Rate | 5.00% |
Preferred Stock (Details)
Preferred Stock (Details) | 6 Months Ended |
Jun. 30, 2019shares | |
Class of Stock [Line Items] | |
Equity, Conversion Rate | 24.00% |
Series C Preferred Stock [Member] | |
Class of Stock [Line Items] | |
Issuance (in shares) | 10,000 |
Preferred stock, dividend rate, percentage | 9.00% |
Common Stock [Member] | |
Class of Stock [Line Items] | |
Issuance (in shares) | 7,400,000 |
Cambridge Holdings, LLC [Member] | Series C Preferred Stock [Member] | |
Class of Stock [Line Items] | |
Issuance (in shares) | 10,000 |
Net Loss Per Share (Details)
Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2019 | Mar. 31, 2019 | Jul. 01, 2018 | Apr. 01, 2018 | Jun. 30, 2019 | Jul. 01, 2018 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||
Net income | $ (3,732) | $ (11,469) | $ 7,788 | $ (3,102) | $ (15,201) | $ 4,686 |
Weighted Average Number of Shares Outstanding, Basic | 41,051,354 | 35,720,243 | 38,548,246 | 35,693,027 | ||
Weighted Average Number Diluted Shares Outstanding Adjustment | 0 | 9,481,023 | 0 | 9,541,577 | ||
Basic net income (loss) per share | $ (0.09) | $ 0.17 | $ (0.39) | $ 0.10 | ||
Shares used in computing diluted net income (loss) per share | 41,051,354 | 45,201,266 | 38,548,246 | 45,234,604 | ||
Diluted net income (loss) per share | $ (0.09) | $ 0.17 | $ (0.39) | $ 0.10 | ||
Shares excluded from diluted net loss per share computations | 17,755,355 | 0 | 17,755,355 | 0 | ||
Net Income (Loss) Available to Common Stockholders, Basic | $ (3,732) | $ 6,053 | $ (15,201) | $ 3,642 | ||
Restricted Stock [Member] | ||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||
Undistributed Earnings (Loss) Allocated to Participating Securities, Basic | 0 | 139 | 0 | 83 | ||
Preferred Stock [Member] | ||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||
Undistributed Earnings (Loss) Allocated to Participating Securities, Basic | 0 | 1,596 | $ 0 | $ 961 | ||
Retained Earnings [Member] | ||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||
Net income | $ (3,732) | $ 7,788 | $ (3,102) |
Other Expense (Income) (Details
Other Expense (Income) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jul. 01, 2018 | Jun. 30, 2019 | Jul. 01, 2018 | |
Other Income and Expenses [Abstract] | ||||
Other Operating Income (Expense), Net | $ (376) | $ 0 | $ 1,753 | $ 0 |
Loss on Disposal of Restaurant Equipment | 500 | |||
Gain on sale-leaseback transactions | $ 100 | $ 600 | 105 | |
Other Income | 1,800 | |||
Litigation Settlement, Amount Awarded from Other Party | 1,900 | |||
Sale Leaseback Transaction, Gross Proceeds, Investing Activities | 100 | |||
Gain on insurance recovery | $ 100 |
Subsequent Events (Details)
Subsequent Events (Details) shares in Millions | Aug. 02, 2019shares |
Common Stock [Member] | Subsequent Event [Member] | |
Subsequent Event [Line Items] | |
Stock Repurchase Program, Number of Shares Authorized to be Repurchased | 25 |
Uncategorized Items - tast-2019
Label | Element | Value |
Retained Earnings [Member] | ||
Stockholders' Equity Attributable to Parent | us-gaap_StockholdersEquity | $ 35,511,000 |
Common Stock [Member] | ||
Common Stock, Shares, Outstanding | us-gaap_CommonStockSharesOutstanding | 35,742,427 |
Stockholders' Equity Attributable to Parent | us-gaap_StockholdersEquity | $ 357,000 |
Treasury Stock [Member] | ||
Stockholders' Equity Attributable to Parent | us-gaap_StockholdersEquity | $ (141,000) |
Preferred Stock [Member] | ||
Common Stock, Shares, Outstanding | us-gaap_CommonStockSharesOutstanding | 100 |
Stockholders' Equity Attributable to Parent | us-gaap_StockholdersEquity | $ 0 |
AOCI Attributable to Parent [Member] | ||
Stockholders' Equity Attributable to Parent | us-gaap_StockholdersEquity | (646,000) |
Additional Paid-in Capital [Member] | ||
Stockholders' Equity Attributable to Parent | us-gaap_StockholdersEquity | $ 150,459,000 |