Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 02, 2018 | Mar. 06, 2018 | Jun. 28, 2016 | |
Document Information [Line Items] | |||
Entity Registrant Name | NOODLES & Co | ||
Entity Central Index Key | 1,275,158 | ||
Current Fiscal Year End Date | --01-02 | ||
Entity Filer Category | Accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | Jan. 2, 2018 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 61.4 | ||
Class A Common Stock [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 39,605,699 | ||
Class B Common Stock [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 1,522,098 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jan. 02, 2018 | Jan. 03, 2017 |
Assets | ||
Cash and cash equivalents | $ 3,361 | $ 1,837 |
Accounts receivable | 2,434 | 5,438 |
Inventories | 9,929 | 11,285 |
Prepaid expenses and other assets | 6,258 | 6,972 |
Income tax receivable | 76 | 256 |
Total current assets | 22,058 | 25,788 |
Property and equipment, net | 152,593 | 173,533 |
Goodwill | 6,400 | 6,400 |
Intangibles, net | 1,565 | 1,715 |
Other assets, net | 2,617 | 2,025 |
Total long-term assets | 163,175 | 183,673 |
Total assets | 185,233 | 209,461 |
Current liabilities: | ||
Accounts payable | 10,929 | 10,601 |
Accrued payroll and benefits | 11,719 | 10,723 |
Accrued expenses and other current liabilities | 21,221 | 27,709 |
Total current liabilities | 43,869 | 49,033 |
Long-term debt, net | 57,624 | 84,676 |
Deferred rent | 38,872 | 44,929 |
Deferred tax liabilities, net | 416 | 435 |
Other long-term liabilities | 8,591 | 4,570 |
Total liabilities | 149,372 | 183,643 |
Preferred stock—$0.01 par value, 1,000,000 shares authorized and undesignated as of January 2, 2018 and January 3, 2017; no shares issued or outstanding | 0 | 0 |
Stockholders’ equity: | ||
Common stock—$0.01 par value, authorized 180,000,000 shares as of January 2, 2018 and January 3, 2017; 43,550,329 issued and 41,126,458 outstanding as of January 2, 2018 and 30,300,925 issued and 27,877,054 outstanding as of January 3, 2017 | 436 | 303 |
Treasury stock, at cost, 2,423,871 shares as of January 2, 2018 and January 3, 2017, respectively | (35,000) | (35,000) |
Additional paid-in capital | 171,613 | 124,272 |
Accumulated other comprehensive loss | 0 | (51) |
Accumulated deficit | (101,188) | (63,706) |
Total stockholders’ equity | 35,861 | 25,818 |
Total liabilities and stockholders’ equity | $ 185,233 | $ 209,461 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jan. 02, 2018 | Jan. 03, 2017 |
Preferred stock, par value (USD per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (USD per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 180,000,000 | 180,000,000 |
Common stock, shares, issued | 43,550,329 | 30,300,925 |
Common stock, shares, outstanding | 41,126,458 | 27,877,054 |
Treasury Stock, Shares | 2,423,871 | 2,423,871 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 02, 2018 | Jan. 03, 2017 | Dec. 29, 2015 | |
Revenue: | |||
Restaurant revenue | $ 451,599 | $ 482,544 | $ 450,482 |
Franchising royalties and fees | 4,893 | 4,930 | 4,969 |
Total revenue | 456,492 | 487,474 | 455,451 |
Restaurant operating costs (exclusive of depreciation and amortization shown separately below): | |||
Cost of sales | 121,473 | 130,630 | 120,455 |
Labor | 150,161 | 161,219 | 143,145 |
Occupancy | 51,877 | 55,912 | 50,300 |
Other restaurant operating costs | 64,091 | 73,011 | 63,549 |
General and administrative | 39,746 | 55,654 | 37,244 |
Depreciation and amortization | 24,613 | 28,134 | 27,802 |
Pre-opening | 935 | 3,131 | 4,407 |
Restaurant impairments, closure costs and asset disposals | 37,446 | 47,311 | 29,616 |
Total costs and expenses | 490,342 | 555,002 | 476,518 |
Loss from operations | (33,850) | (67,528) | (21,067) |
Interest expense, net | 3,839 | 2,916 | 1,432 |
Loss before income taxes | (37,689) | (70,444) | (22,499) |
(Benefit) provision for income taxes | (207) | 1,233 | (8,734) |
Net loss | (37,482) | (71,677) | (13,765) |
Accretion of preferred stock to redemption value | (7,967) | 0 | 0 |
Net loss attributable to common stockholders | $ (45,449) | $ (71,677) | $ (13,765) |
Earnings per share of Class A and Class B common stock, combined: | |||
Basic (USD per share) | $ (1.20) | $ (2.58) | $ (0.48) |
Diluted (USD per share) | $ (1.20) | $ (2.58) | $ (0.48) |
Weighted average shares of Class A and Class B common stock outstanding, combined: | |||
Basic (in shares) | 37,759,497 | 27,808,708 | 28,938,901 |
Diluted (in shares) | 37,759,497 | 27,808,708 | 28,938,901 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 02, 2018 | Jan. 03, 2017 | Dec. 29, 2015 | |
Net loss | $ (37,482) | $ (71,677) | $ (13,765) |
Foreign currency translation adjustments | (109) | 83 | (134) |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax | 109 | (83) | 134 |
Other comprehensive (loss) income: | |||
Comprehensive loss | $ (37,591) | $ (71,594) | $ (13,899) |
Consolidated Statements of Equi
Consolidated Statements of Equity - USD ($) $ in Thousands | Total | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Loss [Member] | Retained Earnings (Accumulated Deficit) [Member] | Temporary Equity [Member] | Class B Common Stock [Member] | L Catterton [Member] | L Catterton [Member]Additional Paid-in Capital [Member] | L Catterton [Member]Temporary Equity [Member] | Mill Road Capital II, L.P. [Member] | Mill Road Capital II, L.P. [Member]Common Stock [Member] | Mill Road Capital II, L.P. [Member]Additional Paid-in Capital [Member] | ||
Beginning balance, shares at Dec. 30, 2014 | 29,820,340 | 67,586 | ||||||||||||||
Beginning balance at Dec. 30, 2014 | $ 140,115 | $ 298 | $ (2,848) | $ 120,929 | $ 0 | $ 21,736 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Proceeds from exercise of stock options, warrants and employee stock purchase plan (in shares) | [1] | 318,332 | ||||||||||||||
Proceeds from exercise of stock options, warrants and employee stock purchase plan | 952 | $ 3 | [1] | 949 | ||||||||||||
Treasury shares acquired (in shares) | 2,356,285 | |||||||||||||||
Treasury shares acquired, net | (35,000) | $ (32,152) | (2,848) | |||||||||||||
Stock-based compensation expense | 1,698 | 1,698 | ||||||||||||||
Other | (94) | (94) | ||||||||||||||
Net loss | (13,765) | (13,765) | ||||||||||||||
Other comprehensive income (loss) | (134) | (134) | ||||||||||||||
Ending balance at Dec. 29, 2015 | 93,772 | $ 301 | [1],[2] | $ (35,000) | 120,634 | (134) | 7,971 | |||||||||
Ending balance, shares at Dec. 29, 2015 | 30,138,672 | [1] | 2,423,871 | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Proceeds from exercise of stock options, warrants and employee stock purchase plan (in shares) | [1] | 162,253 | ||||||||||||||
Proceeds from exercise of stock options, warrants and employee stock purchase plan | 1,100 | $ 2 | [1] | 1,098 | ||||||||||||
Stock-based compensation expense | 2,540 | 2,540 | ||||||||||||||
Net loss | (71,677) | (71,677) | ||||||||||||||
Other comprehensive income (loss) | 83 | 83 | ||||||||||||||
Ending balance at Jan. 03, 2017 | 25,818 | $ 303 | [1],[2] | $ (35,000) | 124,272 | (51) | (63,706) | |||||||||
Ending balance, shares at Jan. 03, 2017 | 30,300,925 | [1] | 2,423,871 | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Proceeds from exercise of stock options, warrants and employee stock purchase plan (in shares) | 123,291 | [1] | 8,873,240 | |||||||||||||
Proceeds from exercise of stock options, warrants and employee stock purchase plan | 83 | $ 1 | [1] | 82 | $ 6,056 | $ 6,056 | $ 10,533 | $ 29,110 | $ 89 | $ 29,021 | ||||||
Conversion of preferred stock to L Catterton (in shares) | 4,252,873 | |||||||||||||||
Conversion of preferred stock to L Catterton | 18,500 | $ 43 | 18,457 | $ (18,500) | ||||||||||||
Accretion of preferred stock | 7,967 | 7,967 | $ 7,967 | |||||||||||||
Stock-based compensation expense | 1,692 | 1,692 | ||||||||||||||
Net loss | (37,482) | |||||||||||||||
Other comprehensive income (loss) | 51 | 51 | ||||||||||||||
Ending balance at Jan. 02, 2018 | $ 35,861 | $ 436 | $ (35,000) | $ 171,613 | $ 0 | $ (101,188) | ||||||||||
Ending balance, shares at Jan. 02, 2018 | 43,550,329 | 2,423,871 | 1,522,098 | |||||||||||||
[1] | Unless otherwise noted, activity relates to Class A common stock | |||||||||||||||
[2] | Includes 1,522,098 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 02, 2018 | Jan. 03, 2017 | Dec. 29, 2015 | |
Operating activities | |||
Net loss | $ (37,482) | $ (71,677) | $ (13,765) |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Depreciation and amortization | 24,613 | 28,134 | 27,802 |
Deferred income taxes, net | (228) | 1,099 | (8,878) |
Restaurant impairments, closure costs and asset disposals | 30,859 | 45,536 | 28,927 |
Amortization of debt issuance costs | 465 | 140 | 98 |
Stock-based compensation | 1,514 | 2,319 | 1,469 |
Loss on liquidation of Canadian subsidiary | 70 | 0 | 0 |
Gain on insurance proceeds received for property damage | 0 | (494) | 0 |
Changes in operating assets and liabilities: | |||
Accounts receivable | 2,976 | (443) | (437) |
Inventories | (387) | (790) | (1,058) |
Prepaid expenses and other assets | 332 | 162 | (1,025) |
Accounts payable | (1,302) | (2,440) | 2,794 |
Deferred rent | 1,597 | 5,328 | 7,143 |
Income taxes | 180 | 564 | (193) |
Accrued expenses and other liabilities | (19,105) | 17,299 | 1,629 |
Net cash provided by operating activities | 4,102 | 24,737 | 44,506 |
Investing activities | |||
Purchases of property and equipment | (20,828) | (43,335) | (50,093) |
Acquisitions of franchise restaurants | 0 | 0 | (628) |
Insurance proceeds received for property damage | 0 | 578 | 0 |
Net cash used in investing activities | (20,828) | (42,757) | (50,721) |
Financing activities | |||
Net (repayments) borrowings from swing line loan | (96) | (1,649) | 1,846 |
Proceeds from borrowings on long-term debt | 10,532 | 19,800 | 55,600 |
Payments on long-term debt | (37,015) | (1,000) | (16,700) |
Debt issuance costs | (938) | (347) | (249) |
Issuance of preferred stock and common stock warrants, net of transaction expenses | 16,589 | 0 | 0 |
Issuance of common stock, net of transaction expenses | 29,110 | 0 | 0 |
Acquisition of treasury stock | 0 | 0 | (35,000) |
Proceeds from exercise of stock options and employee stock purchase plan | 83 | 1,100 | 952 |
Other financing activities | 0 | 0 | (94) |
Net cash provided by financing activities | 18,265 | 17,904 | 6,355 |
Effect of exchange rate changes on cash | (15) | 41 | (134) |
Net increase (decrease) in cash and cash equivalents | 1,524 | (75) | 6 |
Cash and cash equivalents | |||
Beginning of year | 1,837 | 1,912 | 1,906 |
End of year | $ 3,361 | $ 1,837 | $ 1,912 |
Business and Summary of Signifi
Business and Summary of Significant Accounting Policies | 12 Months Ended |
Jan. 02, 2018 | |
Accounting Policies [Abstract] | |
Business and Summary and Basis of Presentation | Business and Summary of Significant Accounting Policies Business Noodles & Company (the “Company” or “Noodles & Company”), a Delaware corporation, develops and operates fast casual restaurants that serve globally inspired noodle and pasta dishes, soups, salads and appetizers. As of January 2, 2018 , the Company had 412 company-owned restaurants and 66 franchise restaurants in 29 states and the District of Columbia. The Company operates its business as one operating and reportable segment. Principles of Consolidation and Basis of Presentation The accompanying consolidated financial statements include the accounts of Noodles & Company and its subsidiaries. All intercompany balances and transactions are eliminated in consolidation. As permitted by the SEC under Release No. 34-78041, the Company has used Inline eXtensible Business Reporting Language (Inline XBRL) to provide its consolidated financial statements to the SEC. This information is not part of the financial statements and is unaudited. Fiscal Year The Company operates on a 52 - or 53 -week fiscal year ending on the Tuesday closest to December 31. Fiscal year 2017 and 2015 , which ended on January 2, 2018 and December 29, 2015 , respectively, each contained 52 weeks, and fiscal year 2016 , which ended on January 3, 2017 , contained 53 weeks. Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investment instruments with an initial maturity of three months or less when purchased to be cash equivalents. Amounts receivable from credit card processors are converted to cash shortly after the related sales transaction and are considered to be cash equivalents because they are both short-term and highly liquid in nature. Amounts receivable from credit card processors as of January 2, 2018 and January 3, 2017 were $1.0 million and $1.1 million , respectively, and were offset on the Consolidated Balance Sheets by outstanding checks. Book overdrafts, which are outstanding checks in excess of cash and cash equivalents, are recorded within accounts payable in the accompanying Consolidated Balance Sheets and within operating activities in the accompanying Consolidated Statements of Cash Flows. Accounts Receivable Accounts receivable consists primarily of tenant improvement receivables and vendor rebates, as well as amounts due from franchisees and other miscellaneous receivables arising from the normal course of business. The Company believes all amounts to be collectible. Accordingly, no allowance for doubtful accounts has been recorded as of January 2, 2018 or January 3, 2017 . Inventories Inventories consist of food, beverages, supplies and smallwares, and are stated at the lower of cost (first-in, first-out method) or market. Smallwares inventory, which consist of the plates, silverware and cooking utensils used in the restaurants, are frequently replaced and are therefore considered current assets. Replacement costs of smallwares inventory are recorded as other restaurant operating costs in the Consolidated Statements of Operations and are expensed as incurred. As of January 2, 2018 and January 3, 2017 , smallwares inventory of $6.7 million and $7.3 million , respectively, were included in the accompanying Consolidated Balance Sheets. Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Expenditures for major renewals and improvements are capitalized, while expenditures for minor replacements and maintenance and repairs are expensed as incurred. Upon retirement or disposal of assets, the accounts are relieved of cost and accumulated depreciation and the related gain or loss is reflected in earnings. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the estimated useful life or the lease term, which generally includes option periods that are reasonably assured to be exercised. Depreciation and amortization expense on property and equipment, including assets under capital lease, was $24.5 million , $28.0 million and $27.7 million in 2017 , 2016 and 2015 , respectively. The estimated useful lives for property and equipment are: Property and Equipment Estimated Useful Lives Leasehold improvements Shorter of lease term or estimated useful life, not to exceed 20 years Furniture and fixtures 3 to 15 years Equipment 3 to 7 years The Company capitalizes internal payroll and payroll-related costs directly related to the successful acquisition, development, design and construction of its new restaurants. Capitalized internal costs were $0.9 million , $2.4 million and $3.0 million in 2017 , 2016 and 2015 , respectively. Interest incurred on funds used to construct company-owned restaurants is capitalized and amortized over the estimated useful life of the related assets. Capitalized interest totaled $0.2 million in 2017 and $ 0.3 million in both 2016 and 2015 . Goodwill Goodwill represents the excess of purchase price over the fair value of identifiable net assets acquired. Goodwill is not subject to amortization, but instead is tested for impairment at least annually (or more often, if necessary) as of the first day of the Company’s fourth fiscal quarter. Goodwill is evaluated at the level of the Company’s single operating segment, which also represents the Company’s only reporting unit. Step one of the impairment test is based upon a comparison of the carrying value of net assets, including goodwill balances, to the fair value of net assets. Fair value is measured using a combination of the income approach and the market approach. The income approach consists of utilizing the discounted cash flow method that incorporates the Company’s estimates of future revenues and costs, discounted using a risk-adjusted discount rate. The Company’s estimates used in the income approach are consistent with the plans and estimates used to manage operations. The market approach utilizes multiples of profit measures to estimate the fair value of the assets. The Company evaluates all methods to ensure reasonably consistent results. Additionally, the Company evaluates the key input factors in the model used to determine whether a moderate change in any input factor or combination of factors would significantly change the results of the tests. Based on the Company’s analysis, no impairment charges were recognized on goodwill for the fiscal years ended 2017, 2016 and 2015. However, an impairment charge may be triggered in the future if cash flows of the Company’s restaurants decline significantly, or if there are significant adverse changes in the operating environment of the restaurant industry. Intangibles, net Intangibles, net consists primarily of reacquired franchise rights, favorable lease agreements, trademarks and transferable liquor licenses. The Company amortizes the fair value of reacquired franchise rights over the remaining contractual terms of the reacquired franchise area development agreements at the time of acquisition, which ranged from approximately eight years to 16 years as of January 2, 2018 . The Company amortizes the fair value of favorable lease agreements over the remaining related lease terms at the time of the acquisition, which ranged from approximately two years to seven years as of January 2, 2018 . Trademark rights are considered indefinite-lived intangible assets, the carrying value of which are analyzed for impairment at least annually (or more often, if necessary). Transferable liquor licenses are carried at the lower of cost or fair value and are evaluated annually for impairment or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets is measured by a comparison of the carrying amount of the assets to the future undiscounted net cash flows expected to be generated by the assets. Identifiable cash flows are measured at the lowest level for which they are largely independent of the cash flows of other groups of assets and liabilities, generally at the restaurant level. If the assets are determined to be impaired, the amount of impairment recognized is measured by the amount by which the carrying amount of the assets exceeds their fair value. Estimates of future cash flows are based on the Company’s experience and knowledge of local operations. During 2017 , 2016 and 2015 , the Company recorded impairment charges of certain long-lived assets which are included in restaurant impairments, closure costs and asset disposals in the Consolidated Statements of Operations. See Note 6, Restaurant Impairments, Closure Costs and Asset Disposals . Fair value of the restaurant assets was determined using Level 3 inputs (as described in Note 5, Fair Value Measurements). Debt Issuance Costs Certain fees and costs incurred to obtain long-term financing are capitalized and included as a reduction in the net carrying value of long-term debt, net of accumulated amortization. These costs are amortized to interest expense over the term of the related debt. When debt is extinguished prior to its maturity date, the amortization of the remaining unamortized debt issuance costs, or pro-rata portion thereof, is charged to loss on extinguishment of debt. Debt issuance costs of $1.2 million and $0.7 million , net of accumulated amortization, as of January 2, 2018 and January 3, 2017 , respectively, are included as a reduction of long-term debt in the Consolidated Balance Sheets. Self-Insurance Programs The Company self-insures for health, workers’ compensation, general liability and property damage. Predetermined loss limits have been arranged with insurance companies to limit the Company’s per occurrence cash outlay. Estimated costs to settle reported claims and incurred but unreported claims for health and workers’ compensation self-insured plans are recorded in accrued payroll and benefits and for general liability and property damage in accrued expenses and other liabilities in the Consolidated Balance Sheets. Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company’s cash balances may exceed federally insured limits. Credit card transactions at the Company’s restaurants are processed by one service provider. Concentration of credit risk related to accounts receivable are limited, as the Company’s receivables are primarily amounts due from landlords for the reimbursement of tenant improvements and the Company generally has the right to offset rent due for tenant improvement receivables. Revenue Recognition Revenue consists of sales from restaurant operations and franchise royalties and fees. Revenue from the operation of company-owned restaurants are recognized when sales occur. The Company reports revenue net of sales and use taxes collected from customers and remitted to governmental taxing authorities. The Company sells gift cards which do not have an expiration date, and it does not deduct non-usage fees from outstanding gift card balances. The Company recognizes revenue from gift cards when the gift card is redeemed by the customer or the Company determines the likelihood of the gift card being redeemed by the customer is remote (“gift card breakage”). The determination of the gift card breakage rate is based upon Company-specific historical redemption patterns. The Company has determined that approximately 6% of gift cards will not be redeemed, which is recognized ratably over the estimated redemption period of the gift card, approximately 18 months. The Company recognized gift card breakage in restaurant revenue of approximately $0.3 million in each of the fiscal years ended 2017 , 2016 and 2015 . Royalties from franchise restaurants are based on a percentage of restaurant revenues and are recognized in the period the related franchised restaurants’ sales occur. Development fees and franchise fees, portions of which are collected in advance, are nonrefundable and are recognized in income when all material services or conditions relating to the sale of the franchise have been substantially performed or satisfied by the Company. Both franchise fees and development fees will generally be recognized upon the opening of a franchise restaurant or upon termination of the agreement(s) between the Company and the franchisee. As of January 2, 2018 , January 3, 2017 and December 29, 2015 , there were 66 , 75 and 70 franchise restaurants in operation, respectively. Franchisees opened three , six and 19 restaurants in 2017 , 2016 and 2015 , respectively. Pre-Opening Costs Pre-opening costs, including rent, wages, benefits and travel for the training and opening teams, food, beverage and other restaurant operating costs, are expensed as incurred prior to a restaurant opening for business. Advertising and Marketing Costs Advertising and marketing costs are expensed as incurred and aggregated $5.7 million , $10.0 million and $8.0 million in 2017 , 2016 and 2015 , respectively. These costs are included in restaurant operating costs, general and administrative expenses and pre-opening costs based on the nature of the advertising and marketing costs incurred. Rent Rent expense for the Company’s leases, which generally have escalating rentals over the term of the lease, is recorded on a straight-line basis over the lease term. The lease term includes renewal options which are reasonably assured of being exercised and begins when the Company has control and possession of the leased property, which is typically before rent payments are due under the lease. The difference between the rent expense and rent paid is recorded as deferred rent in the Consolidated Balance Sheets. Rent expense for the period prior to the restaurant opening is reported in pre-opening costs in the Consolidated Statements of Operations. Tenant incentives used to fund leasehold improvements are recorded in deferred rent and amortized as a reduction of rent expense over the term of the lease. Certain leases contain rental provisions based on the sales of the underlying restaurants; the Company has determined that the amount of these provisions is immaterial. Provision (Benefit) for Income Taxes Provision (benefit) for income taxes is accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those deferred amounts are expected to be recovered or settled. Valuation allowances are recorded for deferred tax assets that more likely than not will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company’s policy is to recognize interest to be paid on an underpayment of income taxes in interest expense and any related statutory penalties in provision (benefit) for income taxes in the Consolidated Statements of Operations. Stock-Based Compensation Expense Stock-based compensation expense is measured at the grant date based upon the estimated fair value of the portion of the award that is ultimately expected to vest and is recognized as expense over the applicable vesting period of the award generally using the straight-line method (see Note 9, Stock-Based Compensation for more information). Foreign Currency Translation In 2017, the Company ceased its Canadian operations and liquidated the related assets. The Canadian dollar was the functional currency for the Company’s Canadian restaurant operations. Assets and liabilities denominated in Canadian dollars were translated into U.S. dollars at exchange rates in effect as of the balance sheet dates. Income and expense accounts were translated using the average exchange rates prevailing throughout the period. Translation adjustments from currency exchange were recorded in accumulated other comprehensive income (loss) as a separate component of stockholders’ equity. Gains or losses from foreign currency transactions were recognized in the Consolidated Statements of Operations. Recently Issued Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606),” which supersedes the revenue recognition requirements in Accounting Standards Codification (“ASC”) 605, “Revenue Recognition.” This ASU is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. In August 2015, the FASB issued ASU No. 2015-14, which defers the effective date of the new revenue standard by one year, and would allow entities the option to early adopt the new revenue standard as of the original effective date. There have been multiple standards updates amending this guidance or providing corrections or improvements on issues in the guidance. The requirements for these standards relating to Topic 606 are effective for interim and annual periods beginning after December 15, 2017. This standard permits adoption using one of two transition methods, either the retrospective or modified retrospective transition method. The Company will adopt these standards effective the first quarter of fiscal 2018 using the modified retrospective method. The adoption of these standards will not impact the Company’s recognition of revenue from company-owned restaurants or its recognition of continuing royalty fees from franchisees, which are based on a percentage of restaurant revenues and are recognized in the period the related franchised restaurants’ sales occur. The adoption of the new revenue recognition standards will impact the Company’s accounting for initial fees charged to franchisees. The Company’s current accounting policy is to recognize initial franchise fees when when all material services or conditions relating to the sale of the franchise have been substantially performed or satisfied by the Company, which is generally when a new franchise restaurant opens. In accordance with the new guidance, the initial franchise services are not distinct from the continuing rights or services offered during the term of the franchise agreement, and will therefore be treated as a single performance obligation. As such, initial fees received will be recognized over the term of the related franchise agreement. Although the standard will impact the manner in which we record revenue from initial fees, the Company does not believe this impact will be material to the Company’s Consolidated Statements of Operations. The cumulative catch-up adjustment to be recorded as deferred revenue upon adoption will be approximately $1.5 million . No impact to the Company’s Consolidated Statements of Cash Flows is expected as the initial fees will continue to be collected upon the restaurant opening date. The Company is evaluating the impact of the standards on its disclosures of the Company’s revenues. Further, the Company is currently implementing internal controls related to the recognition and presentation of the Company’s revenues under these new standards. In February 2016, the FASB issued ASU No. 2016-06, “Leases.” The pronouncement amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheet and making targeted changes to lessor accounting. This pronouncement will be effective for interim and annual periods beginning after December 15, 2018 (the Company’s first quarter of fiscal 2019), with early adoption permitted. The new leases standard requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. The Company believes the adoption of ASU No. 2016-02 will have a significant impact on its consolidated balance sheets by significantly increasing its non-current assets and non-current liabilities in order to record the right of use assets and related lease liabilities for its existing operating leases. The Company is currently evaluating the impact the adoption of this accounting standard will have on its results of operations and cash flows and related disclosures. Recently Adopted Accounting Pronouncements In July 2015, the FASB issued ASU No. 2015-11, “Inventory (Topic 330).” The pronouncement was issued to simplify the measurement of inventory and changes the measurement from lower of cost or market to lower of cost and net realizable value. This pronouncement is effective for reporting periods beginning after December 15, 2016 (the Company’s first quarter of fiscal 2017) and is required to be adopted prospectively. The Company adopted this standard at the beginning of fiscal 2017 and the adoption did not have a material impact on the Company’s financial position or results of operations and cash flows. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Notes) | 12 Months Ended |
Jan. 02, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets The following table presents goodwill as of January 2, 2018 and January 3, 2017 , (in thousands): 2017 2016 Balance at beginning of year $ 6,400 $ 6,400 Acquisitions — — Balance at end of year $ 6,400 $ 6,400 The Company has had no goodwill impairment losses in fiscal years 2017, 2016 or 2015. The following table presents intangible assets subject to amortization as of January 2, 2018 and January 3, 2017 , (in thousands): 2017 2016 Amortized intangible assets: Reacquired franchise rights $ 1,271 $ 1,306 Favorable leases 150 185 Less accumulated amortization (375 ) (277 ) 1,046 1,214 Non-amortized intangible assets: Trademark rights and transferable liquor licenses 519 501 $ 1,565 $ 1,715 The estimated aggregate future amortization expense as of January 2, 2018 is as follows, (in thousands): 2018 $ 107 2019 105 2020 102 2021 102 2022 99 Thereafter 531 $ 1,046 No |
Borrowings
Borrowings | 12 Months Ended |
Jan. 02, 2018 | |
Debt Disclosure [Abstract] | |
Borrowings | Long-Term Debt The Company has a credit facility consisting of a credit line of $97.5 million , expiring in June 2019. As of January 2, 2018 , the Company had $58.8 million of indebtedness and $3.3 million of letters of credit outstanding under the revolving line of credit. The Company’s ability to borrow funds pursuant to the revolving line of credit is further limited by the requirement that it comply with the revolving line of credit’s financial covenants upon the measurement dates specified therein. These financial covenants include a maximum lease-adjusted leverage ratio and a minimum consolidated fixed charge coverage ratio. The credit agreement also contains other customary covenants, including limitations on additional borrowings, acquisitions, dividend payments and lease commitments. On February 8, 2017, the Company entered into an amendment to its credit facility. Among other things, giving effect to the equity issuances completed during the first quarter of 2017, the amendment increased the interest rate, increased capital expenditure amounts related to restaurant growth and made certain other changes. On November 8, 2017, the Company entered into an amendment to its credit facility. Among other things, the amendment (i) increased the lease adjusted leverage ratios and decreased the fixed charge coverage ratios, (ii) increased the interest rate margin applicable to the total lease adjusted leverage levels at and above 3.75 :1.00, (iii) added automatic and permanent reduction to the revolving credit facility by $2.5 million per quarter beginning with the fourth quarter of 2017, (iv) provided for a maturity date of June 4, 2019, (v) modified the capital expenditure covenant so that it applies to total capital expenditures and not only growth capital expenditures and permits total capital expenditures of up to $22.0 million in 2017 and $10.0 million per year thereafter, and (vi) made certain other changes. Borrowings under the agreement as amended bear interest, at the Company’s option, at either (i) LIBOR plus 2.50% to 3.75% , based on the lease-adjusted leverage ratio or (ii) the highest of the following rates plus 1.50% to 2.75% : (a) the federal funds rate plus 0.50% ; (b) the Bank of America prime rate or (c) the one month LIBOR plus 1.00% . The credit facility includes a commitment fee of 0.35% to 0.55% , based on the lease-adjusted leverage ratio, per year on any unused portion of the credit facility. The credit facility bore interest at a range of 3.77% to 7.00% during 2017 . The Company recorded interest expense of $3.8 million , $2.9 million and $1.4 million for 2017, 2016 and 2015, respectively, of which $0.5 million , $0.1 million , and $0.1 million was amortization of debt issuance costs in each of the respective years. As of January 2, 2018 , the Company was in compliance with all of its debt covenants. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Jan. 02, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and all other current liabilities approximate fair values due to their short-term nature. The carrying amounts of borrowings approximate fair value as the line of credit and term borrowings vary with market interest rates and negotiated terms and conditions are consistent with current market rates. The fair value of the Company’s line of credit borrowings is measured using Level 2 inputs. Adjustments to the fair value of non-financial assets measured at fair value on a non-recurring basis as of January 2, 2018 and January 3, 2017 are discussed in Note 6, Restaurant Impairments, Closure Costs and Asset Disposals. Assets and Liabilities Measured at Fair Value The fair values are assigned a level within the fair value hierarchy, depending on the source of the inputs into the calculation. Level 1 —Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2 —Quoted prices in markets that are not active or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability. Level 3 —Prices or valuation techniques which require inputs that are both significant to the fair value measurement and unobservable ( i.e. |
Closed Restaurant Reserve
Closed Restaurant Reserve | 12 Months Ended |
Jan. 02, 2018 | |
Restructuring and Related Activities [Abstract] | |
Closed Restaurant Reserve | losure Costs and Asset Disposals The following table presents restaurant impairments, closure costs and asset disposals for fiscal years 2017 , 2016 and 2015 (in thousands): 2017 2016 2015 Restaurant impairments (1) $ 16,154 $ 41,615 $ 25,436 Closure costs (1) 20,052 2,251 3,076 Loss on disposal of assets and other (2) 1,240 3,445 1,104 $ 37,446 $ 47,311 $ 29,616 _____________________________ (1) Restaurant impairments and closure costs can include expenditures related to restaurants previously impaired or closed. (2) Included in loss on disposal of assets and other for the fiscal year 2016 is a $1.1 million charge to reduce capitalized labor and overhead as a result of the reduced growth for new restaurant development and a $0.5 million gain from insurance proceeds received for property damage in excess of the loss recognized. Restaurant Impairments During 2017 , 2016 and 2015 , 34 restaurants, 54 restaurants and 39 restaurants were identified as impaired, respectively. Impairment is based on management’s current assessment of the expected future cash flows of various restaurants based on recent results and other specific market factors. Impairment expense is a Level 3 fair value measure and was determined by comparing the carrying value of restaurant assets to the estimated fair market value of the restaurant assets at resale value. In performing its impairment testing, the Company forecasts the future undiscounted cash flows by looking at recent restaurant level performance, restaurant level operating plans, sales trends and cost trends for cost of sales, labor and operating expenses. The Company compares this cash flow forecast to the asset’s carrying value at the restaurant. Based on this analysis, if the carrying amount of the assets is greater than the estimated future undiscounted cash flows, an impairment charge is recognized, measured as the amount by which the carrying amount exceeds the fair value of the asset. The fair value is determined based on a discounted cash flows analysis using a discount rate of 10% or at salvage value if expected cash flows are not material. Restaurant Closures During 2017 , 2016 and 2015 , the Company recognized $20.1 million , $2.3 million and $3.1 million of closure costs, respectively. The closure costs recognized during 2017 are primarily related to the 55 restaurants closed during the first quarter of 2017 and ongoing costs of restaurants closed in the fourth quarter of 2015. The closure costs recognized during 2016 are related to the ongoing costs of restaurants closed during 2015, and closure costs recognized during 2015 relate to the 16 restaurants closed in the fourth quarter of 2015. Closure costs can include fees from real estate advisors and brokers related to terminations of the leases and charges resulting from final adjustments to liabilities as lease terminations occur. The measurement of an estimated closed restaurant operating lease liability is a Level 3 fair value measure. The Company provides for closed restaurant operating lease liabilities using a discount rate of 4.64% to calculate the present value of the remaining non-cancellable lease payments after the closing date, net of estimated subtenant income. The following table contains a summary of the changes in the liability for closed restaurants as of January 2, 2018 and January 3, 2017 (in thousands): 2017 2016 Closed restaurant reserves, beginning of period $ 1,880 $ 4,746 Additions—restaurant closing costs recognized and accretion 18,341 858 Decreases—payments (12,042 ) (3,724 ) Closed restaurant reserves, end of period $ 8,179 $ 1,880 As of January 2, 2018 and January 3, 2017 , the current portion of the liability, $2.4 million and $0.9 million , respectively, is included in accrued expenses and other current liabilities, and the long-term portion, $5.8 million and $1.0 million |
Income Taxes
Income Taxes | 12 Months Ended |
Jan. 02, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The following table presents the domestic and foreign components of income (loss) before income taxes for 2017, 2016 and 2015 (in thousands): 2017 2016 2015 Domestic loss $ (42,047 ) $ (67,626 ) $ (21,674 ) Foreign income (loss) 4,358 (2,818 ) (825 ) $ (37,689 ) $ (70,444 ) $ (22,499 ) The components of the provision (benefit) for income taxes are as follows for 2017 , 2016 and 2015 (in thousands): 2017 2016 2015 Current tax provision: Federal $ — $ — $ — State 21 134 144 Foreign — — — 21 134 144 Deferred tax (benefit) provision: Federal (252 ) (1,979 ) (7,169 ) State 24 2,854 (1,495 ) Foreign — 224 (214 ) (228 ) 1,099 (8,878 ) Total (benefit) provision for income taxes $ (207 ) $ 1,233 $ (8,734 ) The reconciliation of income tax provision (benefit) that would result from applying the federal statutory rate to pre-tax income as shown in the accompanying Consolidated Statements of Operations is as follows for 2017 , 2016 and 2015 (in thousands): 2017 2016 2015 Federal income tax benefit at federal rate $ (12,814 ) $ (23,740 ) $ (7,650 ) State income tax benefit, net of federal tax (1,790 ) (2,975 ) (960 ) Other permanent differences 674 996 378 Foreign rate differential (463 ) 214 66 Tax credits (808 ) (749 ) (423 ) Change in valuation allowance (159 ) 27,353 — Tax rate change 13,632 — — Deferred tax asset write-off 2,618 — — Other items, net (1,097 ) 134 (145 ) (Benefit) provision for income taxes $ (207 ) $ 1,233 $ (8,734 ) Effective income tax rate 0.5 % (1.8 )% 38.8 % In 2017 , 2016 and 2015 , the Company did not recognize any tax benefits on option exercises at fair value in excess of those utilized to record stock-based compensation for book purposes. The Company’s total deferred tax assets and liabilities are as follows (in thousands): 2017 2016 Deferred tax assets $ 47,027 $ 43,853 Deferred tax liabilities (11,632 ) (16,935 ) Total deferred tax liabilities 35,395 26,918 Valuation allowance (35,811 ) (27,353 ) Net deferred tax liabilities $ (416 ) $ (435 ) Deferred income taxes arise because of the differences in the book and tax bases of certain assets and liabilities. Deferred income tax liabilities and assets consist of the following (in thousands): 2017 2016 Deferred tax assets (liabilities): Loss carry forwards $ 26,991 $ 14,046 Deferred rent and franchise revenue 10,486 17,753 Property, equipment and intangible assets (9,858 ) (14,130 ) Stock-based compensation 1,086 2,802 Tax credit carry forwards 3,123 2,636 Inventory smallwares (1,774 ) (2,805 ) Other accrued expenses 4,320 5,022 Other 1,021 1,594 Total net deferred tax assets 35,395 26,918 Valuation allowance (35,811 ) (27,353 ) Net deferred tax liabilities $ (416 ) $ (435 ) For the year ended January 2, 2018 , the Company determined that it was appropriate to maintain a valuation allowance of $35.8 million against U.S. deferred tax assets due to uncertainty regarding the realizability of future tax benefits. The valuation allowance is recorded against net deferred tax assets, exclusive of indefinite-lived intangibles. The Company will maintain this valuation allowance until there is sufficient evidence to support a full or partial reversal. The reversal of a previously recorded valuation allowance will generally result in a benefit to the effective tax rate. The Company closed all Canadian restaurants and discontinued foreign business operations during the year ended January 2, 2018 . As a result, all Canadian deferred tax assets were written off against the previously recorded Canadian valuation allowance. On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (“Tax Act”) was signed into law making significant changes to the Internal Revenue Code that will impact the Company. For tax years after December 31, 2017, the corporate income tax rate is reduced from 34% to 21%. As a result of the change in the future income tax rate, the Company revalued its deferred tax assets and liabilities using a 21% federal tax rate for the year ended January 2, 2018 . On the same date, Staff Accounting Bulletin No. 118 (“SAB 118”) was issued by the SEC to address the application of US GAAP in situations where a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Tax Act. The Company is still analyzing the changes to deferred tax assets and liabilities and other aspects of the Tax Act. While the amount recorded for the year ended January 2, 2018 is provisional, the Company expects that any material changes required by the Tax Act will be offset by the U.S. valuation allowance. The Company will continue to evaluate this, and other aspects of the Tax Act, to determine if any adjustments are required to be made during the measurement period provided by SAB 118. As of January 2, 2018 and January 3, 2017 , net operating loss (“NOL”) carry forwards for federal income tax purposes of approximately $106.7 million and $60.5 million , respectively, were available to offset future taxable income through the years 2037 and 2036, respectively. The Internal Revenue Code Section 382 generally limits the utilization of NOLs when there is an ownership change. The Company has not completed an analysis of ownership changes through January 2, 2018 . Prior to the utilization of NOLs in the future, the Company will complete a Section 382 study to determine whether there are any limitations. If such a limitation exists, it is possible that a portion of the NOLs may not be available for use before expiration. The Company adopted ASU 2016-09 during the year ended January 2, 2018, which resulted in a cumulative increase of $8.6 million to GAAP basis NOL. Uncertain tax positions are recognized if it is more likely than not that the Company will be able to sustain the tax position taken, and the measurement of the benefit is calculated as the largest amount that is more than 50% likely to be realized upon resolution of the benefit. The Company has analyzed filing positions in all of the federal and state jurisdictions where it is required to file income tax returns, as well as all open tax years in these jurisdictions. There were no uncertain tax positions for the years ended January 2, 2018 or January 3, 2017 |
Stockholder's Equity
Stockholder's Equity | 12 Months Ended |
Jan. 02, 2018 | |
Equity [Abstract] | |
Stockholder's Equity | Stockholders’ Equity Common Stock The Company has 181,000,000 shares of stock authorized, consisting of 150,000,000 shares of Class A common stock, par value $0.01 per share; 30,000,000 shares of Class B common stock, par value $0.01 and 1,000,000 shares of preferred stock, par value $0.01 per share. Preferred stock rights will be determined by the Company’s Board of Directors in the event that preferred shares are issued. The following summarizes the rights of common stock: Voting —Shares of Class A common stock and Class B common stock are entitled to one vote per share in all voting matters, with the exception that Class B common stock does not vote on the election or removal of directors. Conversion —Each share of Class A common stock held by either one of L Catterton Partners or Argentia Private Investments Inc. (“Argentia”) or their affiliates the (“Equity Sponsors”) is convertible, at the option of the holder, into one share of Class B common stock. Each share of Class B common stock is convertible, at the option of the holder, into one share of Class A common stock. Dividends —A Class C dividend agreement was entered in connection with the Merger Agreement between one of the Equity Sponsors and the Company, which provided that the new investor would receive, in the form of a dividend, an amount equal to the compensation payable to the other new investor under a management services agreement. In connection with the Initial Public Offering (“IPO”), the management services agreement expired, and the one share of Class C common stock was redeemed. See additional information in Note 15, Related Party Transactions. Class A common stock and Class B common stock share equally if a dividend is declared or paid to either class, but they do not have rights to any special dividend. Liquidation, Dissolution or Winding Up —Class A common stock and Class B common stock share equally in distributions in liquidation, dissolution or winding up of the corporation. Registration Rights —The Equity Sponsors have the right to demand registration of 10% or more of the shares of the Company’s common stock held by them. A few shareholders who are also Executive Officers of the Company or members of the Company’s Board of Directors have piggyback registration rights, but they are not required to exercise these rights. Share Repurchase Program On June 4, 2015, the Company announced a share repurchase program of up to $35.0 million of the Company’s Class A common stock. Under this program, the Company purchased shares of the Company’s Class A common stock in the open market (including in pre-arranged stock trading plans in accordance with the guidelines specified in Rule 10b5-1 under the Exchange Act) or in privately negotiated transactions. During fiscal year 2015, the Company repurchased 2,423,871 shares of its common stock for approximately $35.0 million in open market transactions, thereby completing the repurchase program. Repurchased shares are included as treasury stock in the Consolidated Balance Sheets. Securities Purchase Agreement with L Catterton On February 8, 2017, the Company entered into a securities purchase agreement with L Catterton, pursuant to which the Company agreed, in return for aggregate gross proceeds of $18.5 million , to sell to L Catterton an aggregate of 18,500 shares of preferred stock convertible into 4,252,873 shares of the Company’s Class A common stock, par value $0.01 per share, at a price per share of $1,000 , plus warrants exercisable for five years beginning six months following their issuance for the purchase of 1,913,793 shares of the Company’s Class A common stock, at a price per share of $4.35 (such transactions, collectively, the “private placement”). The proceeds have been, and will continue to be used, in conjunction with cash flow from the Company’s operations and the proceeds received from the transaction with Mill Road (see below), to satisfy existing and anticipated liabilities and to fund, in part, certain capital expenditures related to business initiatives in its company-owned restaurants. Any remaining proceeds are expected to be used for general corporate purposes. The funding of the private placement occurred on February 9, 2017 and the net proceeds from the transaction were $16.6 million , after $1.9 million of transaction expenses. The Company determined that the preferred stock was more akin to a temporary equity security than permanent equity primarily because the preferred stock was contingently redeemable upon the occurrence of an event that was outside of the Company’s control. The proceeds were allocated between the three features of the private placement: the warrants, the embedded beneficial conversion feature in the preferred stock and the preferred stock itself. The fair values of the warrants of $3.1 million and the embedded beneficial conversion feature of $3.1 million were recorded as a discount against the stated value of the preferred stock on the date of issuance. The fair value of the warrants was estimated using a Black-Scholes option pricing model which is a Level 2 estimate of fair value. On April 5, 2017, the Company delivered a notice to L Catterton of its election to exercise the conversion option with respect to the Series A Convertible Preferred Stock. The terms of the preferred stock provided that the Company could, at its option upon the satisfaction of certain conditions, cause all outstanding shares of preferred stock to be automatically converted into the Company’s Class A common stock. The conversion of the preferred stock into 4,252,873 shares of the Company’s Class A Common Stock occurred on April 12, 2017. The discount was amortized, using the interest method, and treated as a deemed dividend through the date of conversion, which resulted in the accretion of the preferred stock to its full redemption value. After the conversion, no shares of preferred stock are outstanding. At the conversion date, all unamortized discounts were recognized immediately as a deemed dividend, which increased the net loss attributable to common stockholders. The amortized discount was $8.0 million for the year ended January 2, 2018. Securities Purchase Agreement with Mill Road Capital On March 13, 2017, the Company entered into a securities purchase agreement with Mill Road Capital II, L.P. (“Mill Road”), pursuant to which the Company agreed, in return for aggregate gross proceeds of $31.5 million , to issue to Mill Road an aggregate of 8,873,240 shares of its Class A common stock, par value $0.01 per share, at a price per share of $3.55 , which was equal to the closing sale price for the Company’s Class A common stock on March 10, 2017. On April 3, 2017, such shares were issued and the funding of the private placement occurred. The net proceeds from the transaction were $29.1 million , after $2.4 million of transaction expenses. Reclassification of Cumulative Translation Adjustments During the year ended January 2, 2018 , the Company closed all Canadian restaurants and liquidated the Canadian foreign subsidiary. As a result, the Company recognized a loss of approximately $0.2 million |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Jan. 02, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation The Company’s Stock Incentive Plan (the “Plan”), as amended and restated in May of 2013, authorizes the grant of nonqualified stock options, incentive stock options, stock appreciation rights (“SARs”), restricted stock, restricted stock units (“RSUs”) and incentive bonuses to employees, officers, non-employee directors and other service providers. The number of shares of common stock available for issuance pursuant to awards granted under the Plan on or after the IPO shall not exceed 3,750,500 shares. The Plan is administered by the Compensation Committee of the Company’s Board of Directors (the “Board”) or another committee designated by the Board, or in the absence of any such committee, the Board itself (the “administrator”). Stock options are granted at a price determined by the administrator at an exercise price that is not less than the fair market value of the underlying stock on the date of grant. The administrator may also grant SARs and RSUs with terms determined by the administrator in accordance with the Plan. The fair market value of shares prior to the IPO was determined by the Compensation Committee of the Board, or the Board using historical or then current transactions, comparable public company valuations, third-party valuations and other factors. All share-based awards (except for RSUs) granted under the Plan have a life of ten years. Most awards vest ratably over four years; however, some have been granted with different vesting schedules. Of the awards outstanding, none have been granted to non-employees (except those granted to non-employee members of the Board of Directors of the Company) under the Plan. At January 2, 2018 , approximately 4.2 million share-based awards were available to be granted under the Plan. Stock-based compensation expense is generally recognized on a straight-line basis over the service period of the awards. In 2017 , 2016 and 2015 , non-cash stock-based compensation expense of $1.7 million , $2.5 million and $1.7 million , respectively, was included in general and administrative expense. Stock-based compensation of approximately $178,000 , $222,000 and $229,000 was included in capitalized internal costs in 2017 , 2016 and 2015 , respectively. Stock-based compensation expense also includes approximately $ 29,000 related to the Employee Stock Purchase Plan, see Note 11, Employee Benefit Plans. Included in stock-based compensation expense during the year ended January 3, 2017 was a $0.7 million charge for modifying the outstanding stock options granted to Kevin Reddy, who resigned from his position as the Chairman of the Board and from his position as the Company’s Chief Executive Officer in July 2016. In connection with Mr. Reddy’s termination from the Company, the Company extended the exercise period of Mr. Reddy’s vested options and, as a result, he had the right to exercise his vested options to purchase the Company’s Class A common stock through October 23, 2017. These vested options expired unexercised. The estimated fair value of each option granted is calculated using the Black-Scholes option-pricing model. Expected volatilities are based on the historical Company volatility, as well as volatilities from publicly traded companies operating in the Company’s industry. The Company uses historical data to estimate expected employee forfeiture of stock options. The expected life of options granted is management’s best estimate using recent and expected transactions. The risk-free rate for periods within the expected life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The weighted-average assumptions used in the model were as follows: 2017 2016 2015 Risk-free interest rate 2.0 % 1.2 % 1.6 % Expected term (average in years) 6.1 5.0 5.0 Expected dividend yield — — — Expected volatility 39.6 % 37.0 % 36.8 % Weighted-average Black-Scholes fair value per share at date of grant $ 1.74 $ 2.85 $ 5.04 The Company has estimated forfeiture rates that range from 0% to 10% based upon the class of employees receiving stock-based compensation in its calculation of stock-based compensation expense for the year ended January 2, 2018. These estimates are based on historical forfeiture behavior exhibited by employees of the Company. A summary of aggregate option award activity under the Plan as of January 2, 2018, and changes during the fiscal year then ended is presented below: Awards Weighted- Weighted-Average Remaining Contractual Term Aggregate (1) (in thousands) Outstanding—January 3, 2017 2,574,932 $ 12.34 Granted 232,000 4.25 Forfeited or expired (1,474,797 ) 11.16 Exercised — — Outstanding—January 2, 2018 1,332,135 $ 12.23 6.50 $ — Vested and expected to vest 1,305,060 $ 12.20 6.47 $ 219 Exercisable as of January 2, 2018 788,873 $ 13.75 5.14 $ — _____________ (1) Aggregate intrinsic value represents the amount by which fair value of the Company’s stock exceeds the exercise price of the option as of January 2, 2018 . The weighted-average grant-date fair value of options granted during the years ended January 2, 2018 , January 3, 2017 and December 29, 2015 was $1.74 , $2.85 and $5.04 , respectively. The intrinsic value associated with options exercised was zero , $0.2 million and $4.2 million for the fiscal years ended January 2, 2018 , January 3, 2017 and December 29, 2015 , respectively. The Company had 177,491 , 271,457 and 346,235 options that vested during the years ended January 2, 2018 , January 3, 2017 and December 29, 2015 , respectively. These awards had a total estimated fair value of $0.8 million , $2.7 million and $3.4 million at the date of vesting for the years ended January 2, 2018 , January 3, 2017 and December 29, 2015 , respectively. A summary of the status of the Company’s non-vested restricted share units as of January 2, 2018 and changes during the year then ended is presented below: Awards Weighted- Outstanding at January 3, 2017 122,765 $ 10.20 Granted 328,106 3.42 Vested (100,871 ) 6.87 Forfeited (21,641 ) 9.15 Non-vested at January 2, 2018 328,359 $ 5.44 The Company granted 328,106 restricted stock units during the year ended January 2, 2018 with a weighted-average grant-date estimated fair value of $3.42 . The Company had 100,871 restricted stock units that vested during the year ended January 2, 2018. These units had a total estimated fair value of $0.5 million at the date of vesting for the year ended January 2, 2018. The restricted stock units granted during the year ended January 2, 2018 include 100,000 performance-vesting restricted stock units which were granted to the Company’s Chief Executive Officer and Executive Chairman. These restricted stock units will only vest upon the achievement of certain performance and market conditions including; the Company’s Class A common stock reaching a certain average closing price for two consecutive calendar quarters prior to December 31, 2020, or upon a change in control prior to December 31, 2020 if the stock price is equal to or higher than certain thresholds. The estimated fair value of the performance-vesting restricted stock units was calculated using a Monte Carlo simulation pricing model, using the following assumptions: (i) risk-free interest rate of 1.7% , (ii) expected term of 3.4 years, (iii) dividend yield of 0% , and (iv) volatility of 55.0% . As of January 2, 2018 , there was $2.5 million of unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the Plan, which is expected to be recognized over 2.49 |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Jan. 02, 2018 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share Basic earnings per share (“EPS”) is calculated by dividing net income (loss) available to common shareholders by the weighted-average number of shares of common stock outstanding during each period. Diluted EPS is calculated using net income (loss) available to common stockholders divided by diluted weighted-average shares of common stock outstanding during each period. Potentially dilutive securities include shares of common stock underlying stock options and restricted common stock. Diluted EPS considers the impact of potentially dilutive securities except in periods in which there is a loss because the inclusion of the potential common shares would have an anti-dilutive effect. The following table sets forth the computations of basic and diluted EPS (in thousands, except share and per share data): 2017 2016 2015 Net loss attributable to common stockholders $ (45,449 ) $ (71,677 ) $ (13,765 ) Shares: Basic weighted average shares outstanding 37,759,497 27,808,708 28,938,901 Effect of dilutive securities — — — Diluted weighted average number of shares outstanding 37,759,497 27,808,708 28,938,901 Loss per share: Basic loss earnings per share $ (1.20 ) $ (2.58 ) $ (0.48 ) Diluted loss earnings per share $ (1.20 ) $ (2.58 ) $ (0.48 ) The Company computes the effect of dilutive securities using the treasury stock method and average market prices during the period. Potential common shares are excluded from the computation of diluted earnings (loss) per share when the effect would be anti-dilutive. All potential common shares are anti-dilutive in periods of net loss. The number of shares issuable on the exercise of share based awards and common stock warrants excluded from the calculation of diluted earnings (loss) per share because the effect of their inclusion would have been anti-dilutive totaled 4,154,778 , 2,697,697 and 3,184,949 for 2017 , 2016 and 2015 |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Jan. 02, 2018 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | Employee Benefit Plans Defined Contribution Plan In October 2003, the Company adopted a defined contribution plan, The Noodles & Company 401(k) Plan (the “401(k) Plan”). Company employees aged 21 or older, are eligible to participate in the 401(k) Plan beginning on the first day of the calendar month following 30 days of employment. Under the provisions of the plan, the Company may, at its discretion, make contributions to the 401(k) Plan. Participants are 100% vested in their own contributions. The Company made no contributions during 2017 , 2016 and 2015 . Deferred Compensation Plan The Company’s deferred compensation plan, under which compensation deferrals began in 2013, is a non-qualified deferred compensation plan which allows highly compensated employees to defer a portion of their base salary and variable compensation each plan year. To offset its obligation, the Company purchases Company-owned whole-life insurance contracts on certain team members. As of January 2, 2018 and January 3, 2017, $1.9 million and $1.6 million , respectively, were included in other assets, net, which represents the cash surrender value of the associated life insurance policies, and $1.3 million and $1.5 million , respectively, were included in other long-term liabilities, which represents the carrying value of the liability for deferred compensation. Employee Stock Purchase Plan In 2013, the Company adopted an Employee Stock Purchase Plan (the “ESPP”) under which eligible team members may voluntarily contribute up to 15% of their salaries, subject to limitations, to purchase common stock at a price equal to 85% of the fair market value of a share of the Company’s common stock on the first day of each offering period or 85% of the fair market value of a share of the Company’s common stock on the last day of each offering period, whichever amount is less. In general, all non-highly compensated employees who have been employed by the Company for at least 30 days prior to the offering period and who are regularly scheduled to work more than 20 hours per week and for more than five months in any calendar year, are eligible to participate in the ESPP which operates in-line with the Company’s fiscal quarters. A total of 750,000 shares of common stock are available for issuance under the ESPP. The Company has issued a total of 117,381 shares under this plan, of which 37,069 shares were issued during 2017 . A total of 632,619 shares remain available for future issuance. For 2017 , in accordance with the guidance for accounting for stock compensation, the Company estimated the fair value of the stock purchase plan using the Black-Scholes multiple-option pricing model. The average assumptions used in the model included a 1.07% risk-free interest rate; 0.25 years year expected life; expected volatility of 38.3% ; and a zero percent dividend yield. The weighted average fair value per share at grant date was $0.77 . In 2017 , the Company recognized $29,000 |
Leases (Notes)
Leases (Notes) | 12 Months Ended |
Jan. 02, 2018 | |
Leases [Abstract] | |
Leases | Leases The Company leases restaurant facilities, office space and certain equipment under operating leases that expire on various dates through January 2032 . Lease terms for traditional shopping centers generally include a base term of 10 years, with options to extend these leases for additional periods of five to 15 years. Typically, the lease includes rent escalations, which are expensed on a straight-line basis over the expected lease term. The difference between rent expense and cash paid for rent is recognized as deferred rent. Total rent expense for 2017 , 2016 and 2015 was approximately $43.9 million , $48.5 million and $44.6 million , respectively. Future minimum lease payments required under existing leases as of January 2, 2018 are as follows (in thousands): 2018 $ 44,371 2019 40,090 2020 35,798 2021 32,234 2022 27,576 Thereafter 64,582 $ 244,651 |
Supplemental Disclosures to Con
Supplemental Disclosures to Consolidated Statements of Cash Flows | 12 Months Ended |
Jan. 02, 2018 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Disclosures to Consolidated Statements of Cash Flows | Supplemental Disclosures to Consolidated Statements of Cash Flows The following table presents the supplemental disclosures to the Consolidated Statements of Cash Flows for fiscal years 2017 , 2016 and 2015 (in thousands): 2017 2016 2015 Interest paid (net of amounts capitalized) $ 3,482 $ 2,394 $ 839 Income taxes (refunded) paid (158 ) (427 ) 354 Changes in purchases of property and equipment accrued in accounts payable, net (842 ) (1,431 ) (1,414 ) Conversion of Series A convertible preferred stock to common stock 18,500 — — |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Jan. 02, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Data Security Incident Overview On June 28, 2016, the Company announced that a data security incident compromised the security of the payment information of some customers who used debit or credit cards at certain Noodles & Company locations between January 31, 2016 and June 2, 2016. The malware involved in the incident has been removed, and the Company believes that it no longer poses a risk to credit or debit cards currently being used at affected locations. The Company continues to implement additional security procedures to further secure customers’ debit and credit card information. Card Company Assessments In the fourth quarter of 2016, the Company recorded a charge of $10.6 million for estimated losses, at the low end of an estimated range, associated with claims and anticipated claims by payment card companies for non-ordinary course operating expenses, card issuer losses and card replacement costs for which it expects to be liable (the “Data Breach Liabilities”). However, the Company may ultimately be subject to Data Breach Liabilities that are up to $5.5 million greater than that amount. Data Security Litigation In addition to claims by payment card companies with respect to the data security incident, the Company was a defendant in a purported class action lawsuit in the United States District Court for the District of Colorado (the “Court”), Selco Community Credit Union vs. Noodles & Company, alleging that the Company negligently failed to provide adequate security to protect the payment card information of customers of the plaintiffs and those of other similarly situated credit unions, banks and other financial institutions alleged to be part of the putative class, causing those institutions to suffer financial losses (the “Selco Litigation”). The complaint in the Selco Litigation also claimed the Company was negligent per se based on alleged violations of Section 5 of the Federal Trade Commission Act and sought monetary damages, injunctive relief and attorneys’ fees. On July 21, 2017, the Court granted a Motion to Dismiss in the Selco Litigation in favor of the Company. A notice of appeal of the dismissal was filed on August 15, 2017. On November 2, 2017 a mediation was held and a settlement, which was funded entirely by insurance proceeds, was reached, which resulted in a dismissal of the appeal and a resolution of the Selco Litigation on November 20, 2017. Fees and Costs The Company has incurred fees and costs associated with this data security incident, including legal fees, investigative fees, other professional fees and costs of communications with customers. The Company expects to continue to incur significant fees and costs associated with the data security incident in future periods, consisting primarily of liabilities to a payment card company that are not covered by insurance for which the Company has already recorded a charge of $10.6 million of which a portion remains to be paid (see Note 2, Supplemental Financial Information). Insurance Coverage As discussed above, to limit its exposure to losses arising from matters such as the data security incident, the Company maintained at the time of the incident and continues to maintain data privacy liability insurance coverage. This coverage, and certain other customary business insurance coverage, has reduced the Company’s exposure related to the data security incident. General It is possible that losses associated with the data security incident could have a material adverse effect on the Company’s results of operations in future periods. The Company will continue to evaluate information as it becomes known and will record an estimate for additional losses at the time or times when it is probable that an additional loss, if any, will be incurred and the amount of any such loss is reasonably estimable. Delaware Gift Card Litigation As previously disclosed in prior reports filed with the SEC, the Company is named as a defendant in an action filed in the Superior Court of Delaware in New Castle County (the “Court”), entitled The State of Delaware, William French v. Card Compliant, LLC, et. al . The case was filed under seal in June 2013 and was unsealed on March 26, 2014. The complaint in this case alleges that a number of large retailers and restaurant companies, including the Company, knowingly refused to fulfill obligations under Delaware’s Abandoned Property Law by failing to report and deliver “unclaimed gift card funds” to the State of Delaware, and knowingly made, used or caused to be made or used, false statements and records to conceal, avoid or decrease an obligation to pay or transmit money to Delaware in violation of the Delaware False Claims and Reporting Act. The complaint seeks an order that the Company cease and desist from violating the Delaware Abandoned Property Law, monetary damages (including treble damages under the False Claims and Reporting Act), penalties and attorneys’ fees and costs. On November 23, 2015, the Court ruled on a motion to dismiss the complaint. While the Court granted the motion to dismiss with respect to a claim alleging that the defendants intended to defraud the government or willfully concealed property owed to the government and for which a certificate or receipt was provided, it did not dismiss the other claims alleging that the defendants knowingly made false statements to avoid transmitting money to the government. The trial date with respect to this matter is set for May 21, 2018. The defendants have filed a motion for summary judgment in the case. A motion and supplemental motion for summary judgment have been filed on behalf of the Company. Oral argument on the motion for summary judgment was held on November 8, 2017 and the motion is now with the Court for ruling. In 2015 the Company recorded a loss contingency accrual based on a reasonable estimate of the probable losses that might arise from this matter; this loss contingency accrual did not have a material effect on our results of operations. However, the Company may ultimately be subject to greater losses resulting from the litigation. The Company intends to continue to vigorously defend this action. Other Matters In the normal course of business, the Company is subject to other proceedings, lawsuits and claims. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. Consequently, the Company is unable to ascertain the ultimate aggregate amount of monetary liability or financial impact with respect to these matters as of January 2, 2018. These matters could affect the operating results of any one financial reporting period when resolved in future periods. The Company believes that an unfavorable outcome with respect to these matters is remote or a potential range of loss is not material to its consolidated financial statements. Significant increases in the number of these claims, or one or more successful claims that result in greater liabilities than the Company currently anticipates, could materially and adversely affect its business, financial condition, results of operations or cash flows. Employment Agreements In July 2017, the Company entered into an employment agreement with its Executive Chairman, Paul Murphy (the “Murphy Agreement”). The agreement does not have an initial term, the agreement will be effective until Mr. Murphy’s employment is terminated by the Company with or without “cause” or by Mr. Murphy for any reason. If Mr. Murphy's employment is terminated by the Company without “cause” (as defined in the Murphy Agreement) prior to the fourth anniversary of the effective date, he is entitled to receive compensation equal to 12 months of his then-current base salary, payable in equal installments over 12 months and reimbursement of “COBRA” premiums for as long as he and, if applicable, his dependents are eligible for COBRA from the Company. The severance payments are conditioned upon Mr. Murphy entering into a mutual release of claims with the Company. |
Related-Party Transactions
Related-Party Transactions | 12 Months Ended |
Jan. 02, 2018 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Related Party Transactions Stockholders Agreement In connection with the IPO, the Company entered into a stockholders agreement (the “2013 Stockholders Agreement”) with L Catterton and Argentia (the “Equity Sponsors”) which grants them the right, subject to certain conditions, to nominate representatives to the Company’s Board of Directors and committees of the Board of Directors. L Catterton and Argentia each have the right to designate two members to the Company’s Board of Directors and the parties to the stockholders agreement agree to vote to elect such director designees. If at any time an Equity Sponsor owns more than 10.0% and less than 20.0% of our outstanding Class A and Class B common stock, such Equity Sponsor has the right to designate one nominee for election to our Board of Directors. If an Equity Sponsor’s ownership level falls below 10.0% of our outstanding Class A and Class B common stock, such Equity Sponsor will no longer have a right to designate a nominee. In addition, for so long as L Catterton and Argentia together hold at least 35.0% of the voting power of the Company’s outstanding common stock, certain actions may not be taken without the approval of L Catterton (so long as it holds at least 5.0% of the voting power of our outstanding common stock) and Argentia (so long as it holds at least 5.0% of the voting power of our outstanding common stock). Securities Purchase Agreements See Note 8, Stockholders’ Equity for discussion of the securities purchase agreements entered into with L Catterton and Mill Road during 2017. Under the securities purchase agreement with Mill Road, if at any time Mill Road owns 10.0% or more of our outstanding Class A and Class B common stock, Mill Road has the right to designate one nominee for election to our Board of Directors. If Mill Road’s ownership level falls below 10.0% |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (Notes) | 12 Months Ended |
Jan. 02, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Data | Selected Quarterly Financial Data (unaudited) The following table presents selected unaudited quarterly financial data for the periods indicated. Each fiscal quarter contained 13 weeks, with the exception of the fourth quarter of 2016, which had 14 operating weeks (in thousands, except per share data): Fiscal 2017 January 2, 2018 October 3, 2017 July 4, 2017 April 4, 2017 Revenue $ 112,774 $ 114,211 $ 112,792 $ 116,715 Operating income (loss) (1)(2) $ 87 $ (7,483 ) $ (808 ) $ (25,646 ) Net loss $ (487 ) $ (8,335 ) $ (1,815 ) $ (26,845 ) Net loss attributable to common stockholders (3) $ (487 ) $ (8,335 ) $ (8,816 ) $ (27,810 ) Basic loss per share $ (0.01 ) $ (0.20 ) $ (0.22 ) $ (0.99 ) Diluted loss per share $ (0.01 ) $ (0.20 ) $ (0.22 ) $ (0.99 ) Fiscal 2016 January 3, 2017 September 27, 2016 June 28, 2016 March 29, 2016 Revenue $ 129,400 $ 122,681 $ 121,407 $ 113,986 Operating loss (4)(5) $ (44,315 ) $ (9,062 ) $ (11,312 ) $ (2,839 ) Net loss $ (45,376 ) $ (9,841 ) $ (14,087 ) $ (2,373 ) Basic loss per share $ (1.63 ) $ (0.35 ) $ (0.51 ) $ (0.09 ) Diluted loss per share $ (1.63 ) $ (0.35 ) $ (0.51 ) $ (0.09 ) _____________ (1) The first quarter of 2017 includes $19.9 million of closure costs primarily related to the 55 restaurants closed during the first quarter of 2017. See Note 6, Restaurant Impairments, Closure Costs and Asset Disposals, for additional disclosure on closures. (2) Includes the impact of impairing three restaurants in the fourth quarter of 2017, 18 restaurants in the third quarter of 2017, nine restaurants in the second quarter of 2017 and four restaurants in the first quarter of 2017. The impairment costs recognized were $1.1 million in the fourth quarter of 2017, $9.1 million in the third quarter of 2017, $4.0 million in the second quarter of 2017 and $1.9 million in the first quarter of 2017. See Note 6, Restaurant Impairments, Closure Costs and Asset Disposals, for additional disclosure on impairments. (3) Represents net loss after accretion of the preferred stock issued to L Catterton to its full redemption value. See Note 8, Stockholders’ Equity for additional information. (4) Includes the impact of impairing 42 restaurants in the fourth quarter of 2016, 11 restaurants in the second quarter of 2016 and one restaurant in the first quarter of 2016. The impairment costs recognized were $31.1 million in the fourth quarter of 2016, $10.3 million in the second quarter of 2016 and $0.2 million in the first quarter of 2016. See Note 6, Restaurant Impairments, Closure Costs and Asset Disposals, for additional disclosure on impairments. (5) The fourth quarter of 2016 includes charges of $10.6 million for estimated losses associated with claims and anticipated claims by payment card companies from our data security incident, and the third quarter of 2016 includes a $2.5 million charge for severance expenses and a $3.0 million |
Supplemental Financial Informat
Supplemental Financial Information | 12 Months Ended |
Jan. 02, 2018 | |
Supplemental Financial Information [Abstract] | |
Supplemental Financial Information | Supplemental Financial Information Accounts receivable consist of the following (in thousands): 2017 2016 Tenant improvement receivables $ 216 $ 1,205 Vendor rebate receivables 869 1,590 Franchise and other receivables 1,349 2,643 $ 2,434 $ 5,438 Prepaid expenses and other assets consist of the following (in thousands): 2017 2016 Prepaid occupancy related costs $ 4,091 $ 4,405 Other prepaid expenses 2,126 2,364 Other current assets 41 203 $ 6,258 $ 6,972 Property and equipment, net, consist of the following (in thousands): 2017 2016 Leasehold improvements $ 199,211 $ 205,687 Furniture, fixtures and equipment 120,234 120,248 Construction in progress 2,592 8,044 322,037 333,979 Accumulated depreciation and amortization (169,444 ) (160,446 ) $ 152,593 $ 173,533 Accrued payroll and benefits consist of the following (in thousands): 2017 2016 Accrued payroll and related liabilities $ 6,594 $ 6,935 Accrued bonus 1,947 1,460 Insurance liabilities 3,178 2,328 $ 11,719 $ 10,723 Accrued expenses and other current liabilities consist of the following (in thousands): 2017 2016 Gift card liability $ 4,078 $ 3,857 Occupancy related 3,733 2,069 Utilities 1,705 1,753 Data breach liabilities (Note 14) 7,605 11,622 Legal settlement — 3,000 Other accrued expenses 4,100 5,408 $ 21,221 $ 27,709 |
Business and Summary of Signi24
Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Jan. 02, 2018 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation and Basis of PresentationThe accompanying consolidated financial statements include the accounts of Noodles & Company and its subsidiaries. All intercompany balances and transactions are eliminated in consolidation. |
Fiscal Year | Fiscal Year The Company operates on a 52 - or 53 -week fiscal year ending on the Tuesday closest to December 31. Fiscal year 2017 and 2015 , which ended on January 2, 2018 and December 29, 2015 , respectively, each contained 52 weeks, and fiscal year 2016 , which ended on January 3, 2017 |
Estimates | EstimatesThe preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investment instruments with an initial maturity of three months or less when purchased to be cash equivalents. Amounts receivable from credit card processors are converted to cash shortly after the related sales transaction and are considered to be cash equivalents because they are both short-term and highly liquid in nature. Amounts receivable from credit card processors as of January 2, 2018 and January 3, 2017 were $1.0 million and $1.1 million |
Accounts Receivable | Accounts ReceivableAccounts receivable consists primarily of tenant improvement receivables and vendor rebates, as well as amounts due from franchisees and other miscellaneous receivables arising from the normal course of business. |
Inventories | InventoriesInventories consist of food, beverages, supplies and smallwares, and are stated at the lower of cost (first-in, first-out method) or market. Smallwares inventory, which consist of the plates, silverware and cooking utensils used in the restaurants, are frequently replaced and are therefore considered current assets. Replacement costs of smallwares inventory are recorded as other restaurant operating costs in the Consolidated Statements of Operations and are expensed as incurred. |
Property and Equipment | Property and EquipmentProperty and equipment are stated at cost, less accumulated depreciation. Expenditures for major renewals and improvements are capitalized, while expenditures for minor replacements and maintenance and repairs are expensed as incurred. Upon retirement or disposal of assets, the accounts are relieved of cost and accumulated depreciation and the related gain or loss is reflected in earnings. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the estimated useful life or the lease term, which generally includes option periods that are reasonably assured to be exercised. |
Goodwill | Goodwill Goodwill represents the excess of purchase price over the fair value of identifiable net assets acquired. Goodwill is not subject to amortization, but instead is tested for impairment at least annually (or more often, if necessary) as of the first day of the Company’s fourth fiscal quarter. Goodwill is evaluated at the level of the Company’s single operating segment, which also represents the Company’s only reporting unit. Step one of the impairment test is based upon a comparison of the carrying value of net assets, including goodwill balances, to the fair value of net assets. Fair value is measured using a combination of the income approach and the market approach. The income approach consists of utilizing the discounted cash flow method that incorporates the Company’s estimates of future revenues and costs, discounted using a risk-adjusted discount rate. The Company’s estimates used in the income approach are consistent with the plans and estimates used to manage operations. The market approach utilizes multiples of profit measures to estimate the fair value of the assets. The Company evaluates all methods to ensure reasonably consistent results. Additionally, the Company evaluates the key input factors in the model used to determine whether a moderate change in any input factor or combination of factors would significantly change the results of the tests. Based on the Company’s analysis, no impairment charges were recognized on goodwill for the fiscal years ended 2017, 2016 and 2015. |
Intangibles, net | Intangibles, net Intangibles, net consists primarily of reacquired franchise rights, favorable lease agreements, trademarks and transferable liquor licenses. The Company amortizes the fair value of reacquired franchise rights over the remaining contractual terms of the reacquired franchise area development agreements at the time of acquisition, which ranged from approximately eight years to 16 years as of January 2, 2018 . The Company amortizes the fair value of favorable lease agreements over the remaining related lease terms at the time of the acquisition, which ranged from approximately two years to seven years as of January 2, 2018 |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets is measured by a comparison of the carrying amount of the assets to the future undiscounted net cash flows expected to be generated by the assets. Identifiable cash flows are measured at the lowest level for which they are largely independent of the cash flows of other groups of assets and liabilities, generally at the restaurant level. If the assets are determined to be impaired, the amount of impairment recognized is measured by the amount by which the carrying amount of the assets exceeds their fair value. Estimates of future cash flows are based on the Company’s experience and knowledge of local operations. During 2017 , 2016 and 2015 , the Company recorded impairment charges of certain long-lived assets which are included in restaurant impairments, closure costs and asset disposals in the Consolidated Statements of Operations. See Note 6, Restaurant Impairments, Closure Costs and Asset Disposals |
Long-Term Debt | Certain fees and costs incurred to obtain long-term financing are capitalized and included as a reduction in the net carrying value of long-term debt, net of accumulated amortization. These costs are amortized to interest expense over the term of the related debt. When debt is extinguished prior to its maturity date, the amortization of the remaining unamortized debt issuance costs, or pro-rata portion thereof, is charged to loss on extinguishment of debt. |
Self Insurance Programs | Self-Insurance ProgramsThe Company self-insures for health, workers’ compensation, general liability and property damage. Predetermined loss limits have been arranged with insurance companies to limit the Company’s per occurrence cash outlay. Estimated costs to settle reported claims and incurred but unreported claims for health and workers’ compensation self-insured plans are recorded in accrued payroll and benefits and for general liability and property damage in accrued expenses and other liabilities in the Consolidated Balance Sheets. |
Concentrations of Credit Risk | Concentrations of Credit RiskFinancial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company’s cash balances may exceed federally insured limits. Credit card transactions at the Company’s restaurants are processed by one service provider. Concentration of credit risk related to accounts receivable are limited, as the Company’s receivables are primarily amounts due from landlords for the reimbursement of tenant improvements and the Company generally has the right to offset rent due for tenant improvement receivables. |
Revenue Recognition | Revenue Recognition Revenue consists of sales from restaurant operations and franchise royalties and fees. Revenue from the operation of company-owned restaurants are recognized when sales occur. The Company reports revenue net of sales and use taxes collected from customers and remitted to governmental taxing authorities. The Company sells gift cards which do not have an expiration date, and it does not deduct non-usage fees from outstanding gift card balances. The Company recognizes revenue from gift cards when the gift card is redeemed by the customer or the Company determines the likelihood of the gift card being redeemed by the customer is remote (“gift card breakage”). The determination of the gift card breakage rate is based upon Company-specific historical redemption patterns. The Company has determined that approximately 6% of gift cards will not be redeemed, which is recognized ratably over the estimated redemption period of the gift card, approximately 18 months. The Company recognized gift card breakage in restaurant revenue of approximately $0.3 million in each of the fiscal years ended 2017 , 2016 and 2015 . |
Pre-Opening Costs | Pre-Opening CostsPre-opening costs, including rent, wages, benefits and travel for the training and opening teams, food, beverage and other restaurant operating costs, are expensed as incurred prior to a restaurant opening for business. |
Advertising and Marketing Costs | Advertising and Marketing Costs Advertising and marketing costs are expensed as incurred and aggregated $5.7 million , $10.0 million and $8.0 million in 2017 , 2016 and 2015 |
Rent | RentRent expense for the Company’s leases, which generally have escalating rentals over the term of the lease, is recorded on a straight-line basis over the lease term. The lease term includes renewal options which are reasonably assured of being exercised and begins when the Company has control and possession of the leased property, which is typically before rent payments are due under the lease. The difference between the rent expense and rent paid is recorded as deferred rent in the Consolidated Balance Sheets. Rent expense for the period prior to the restaurant opening is reported in pre-opening costs in the Consolidated Statements of Operations. Tenant incentives used to fund leasehold improvements are recorded in deferred rent and amortized as a reduction of rent expense over the term of the lease. Certain leases contain rental provisions based on the sales of the underlying restaurants; the Company has determined that the amount of these provisions is immaterial. |
(Benefit) Provision for Income Taxes | Provision (Benefit) for Income TaxesProvision (benefit) for income taxes is accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those deferred amounts are expected to be recovered or settled. Valuation allowances are recorded for deferred tax assets that more likely than not will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company’s policy is to recognize interest to be paid on an underpayment of income taxes in interest expense and any related statutory penalties in provision (benefit) for income taxes in the Consolidated Statements of Operations. |
Stock Compensation Expense | Stock-Based Compensation ExpenseStock-based compensation expense is measured at the grant date based upon the estimated fair value of the portion of the award that is ultimately expected to vest and is recognized as expense over the applicable vesting period of the award generally using the straight-line method (see Note 9, Stock-Based Compensation for more information). |
Foreign Currency Translation | Foreign Currency TranslationIn 2017, the Company ceased its Canadian operations and liquidated the related assets. The Canadian dollar was the functional currency for the Company’s Canadian restaurant operations. Assets and liabilities denominated in Canadian dollars were translated into U.S. dollars at exchange rates in effect as of the balance sheet dates. Income and expense accounts were translated using the average exchange rates prevailing throughout the period. Translation adjustments from currency exchange were recorded in accumulated other comprehensive income (loss) as a separate component of stockholders’ equity. Gains or losses from foreign currency transactions were recognized in the Consolidated Statements of Operations. |
Reclassification | |
Recent Accounting Pronouncements | Recently Issued Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606),” which supersedes the revenue recognition requirements in Accounting Standards Codification (“ASC”) 605, “Revenue Recognition.” This ASU is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. In August 2015, the FASB issued ASU No. 2015-14, which defers the effective date of the new revenue standard by one year, and would allow entities the option to early adopt the new revenue standard as of the original effective date. There have been multiple standards updates amending this guidance or providing corrections or improvements on issues in the guidance. The requirements for these standards relating to Topic 606 are effective for interim and annual periods beginning after December 15, 2017. This standard permits adoption using one of two transition methods, either the retrospective or modified retrospective transition method. The Company will adopt these standards effective the first quarter of fiscal 2018 using the modified retrospective method. The adoption of these standards will not impact the Company’s recognition of revenue from company-owned restaurants or its recognition of continuing royalty fees from franchisees, which are based on a percentage of restaurant revenues and are recognized in the period the related franchised restaurants’ sales occur. The adoption of the new revenue recognition standards will impact the Company’s accounting for initial fees charged to franchisees. The Company’s current accounting policy is to recognize initial franchise fees when when all material services or conditions relating to the sale of the franchise have been substantially performed or satisfied by the Company, which is generally when a new franchise restaurant opens. In accordance with the new guidance, the initial franchise services are not distinct from the continuing rights or services offered during the term of the franchise agreement, and will therefore be treated as a single performance obligation. As such, initial fees received will be recognized over the term of the related franchise agreement. Although the standard will impact the manner in which we record revenue from initial fees, the Company does not believe this impact will be material to the Company’s Consolidated Statements of Operations. The cumulative catch-up adjustment to be recorded as deferred revenue upon adoption will be approximately $1.5 million . No impact to the Company’s Consolidated Statements of Cash Flows is expected as the initial fees will continue to be collected upon the restaurant opening date. The Company is evaluating the impact of the standards on its disclosures of the Company’s revenues. Further, the Company is currently implementing internal controls related to the recognition and presentation of the Company’s revenues under these new standards. |
Business and Summary of Signi25
Business and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Jan. 02, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Property Plant and Equipment, Useful Life | The estimated useful lives for property and equipment are: Property and Equipment Estimated Useful Lives Leasehold improvements Shorter of lease term or estimated useful life, not to exceed 20 years Furniture and fixtures 3 to 15 years Equipment 3 to 7 years |
Goodwill and Intangible Asset26
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Jan. 02, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following table presents goodwill as of January 2, 2018 and January 3, 2017 , (in thousands): 2017 2016 Balance at beginning of year $ 6,400 $ 6,400 Acquisitions — — Balance at end of year $ 6,400 $ 6,400 |
Schedule of Acquired Finite-Lived Intangible Assets by Major Class | The following table presents intangible assets subject to amortization as of January 2, 2018 and January 3, 2017 , (in thousands): 2017 2016 Amortized intangible assets: Reacquired franchise rights $ 1,271 $ 1,306 Favorable leases 150 185 Less accumulated amortization (375 ) (277 ) 1,046 1,214 Non-amortized intangible assets: Trademark rights and transferable liquor licenses 519 501 $ 1,565 $ 1,715 |
Schedule of Acquired Indefinite-lived Intangible Assets by Major Class | The estimated aggregate future amortization expense as of January 2, 2018 is as follows, (in thousands): 2018 $ 107 2019 105 2020 102 2021 102 2022 99 Thereafter 531 $ 1,046 |
Borrowings (Tables)
Borrowings (Tables) | 12 Months Ended |
Jan. 02, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Aggregate Annual Maturities |
Restaurant Impairments, Closure
Restaurant Impairments, Closure Costs and Asset Disposals (Tables) | 12 Months Ended |
Jan. 02, 2018 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Changes in Liabilities for Closed Properties | Restaurant Closures During 2017 , 2016 and 2015 , the Company recognized $20.1 million , $2.3 million and $3.1 million of closure costs, respectively. The closure costs recognized during 2017 are primarily related to the 55 restaurants closed during the first quarter of 2017 and ongoing costs of restaurants closed in the fourth quarter of 2015. The closure costs recognized during 2016 are related to the ongoing costs of restaurants closed during 2015, and closure costs recognized during 2015 relate to the 16 restaurants closed in the fourth quarter of 2015. Closure costs can include fees from real estate advisors and brokers related to terminations of the leases and charges resulting from final adjustments to liabilities as lease terminations occur. The measurement of an estimated closed restaurant operating lease liability is a Level 3 fair value measure. The Company provides for closed restaurant operating lease liabilities using a discount rate of 4.64% to calculate the present value of the remaining non-cancellable lease payments after the closing date, net of estimated subtenant income. The following table contains a summary of the changes in the liability for closed restaurants as of January 2, 2018 and January 3, 2017 (in thousands): 2017 2016 Closed restaurant reserves, beginning of period $ 1,880 $ 4,746 Additions—restaurant closing costs recognized and accretion 18,341 858 Decreases—payments (12,042 ) (3,724 ) Closed restaurant reserves, end of period $ 8,179 $ 1,880 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jan. 02, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Provision for Income Taxes | The components of the provision (benefit) for income taxes are as follows for 2017 , 2016 and 2015 (in thousands): 2017 2016 2015 Current tax provision: Federal $ — $ — $ — State 21 134 144 Foreign — — — 21 134 144 Deferred tax (benefit) provision: Federal (252 ) (1,979 ) (7,169 ) State 24 2,854 (1,495 ) Foreign — 224 (214 ) (228 ) 1,099 (8,878 ) Total (benefit) provision for income taxes $ (207 ) $ 1,233 $ (8,734 ) |
Schedule of Effective Income Tax Rate Reconciliation | The reconciliation of income tax provision (benefit) that would result from applying the federal statutory rate to pre-tax income as shown in the accompanying Consolidated Statements of Operations is as follows for 2017 , 2016 and 2015 (in thousands): 2017 2016 2015 Federal income tax benefit at federal rate $ (12,814 ) $ (23,740 ) $ (7,650 ) State income tax benefit, net of federal tax (1,790 ) (2,975 ) (960 ) Other permanent differences 674 996 378 Foreign rate differential (463 ) 214 66 Tax credits (808 ) (749 ) (423 ) Change in valuation allowance (159 ) 27,353 — Tax rate change 13,632 — — Deferred tax asset write-off 2,618 — — Other items, net (1,097 ) 134 (145 ) (Benefit) provision for income taxes $ (207 ) $ 1,233 $ (8,734 ) Effective income tax rate 0.5 % (1.8 )% 38.8 % |
Schedule of Deferred Tax Assets and Liabilities | eferred income taxes arise because of the differences in the book and tax bases of certain assets and liabilities. Deferred income tax liabilities and assets consist of the following (in thousands): 2017 2016 Deferred tax assets (liabilities): Loss carry forwards $ 26,991 $ 14,046 Deferred rent and franchise revenue 10,486 17,753 Property, equipment and intangible assets (9,858 ) (14,130 ) Stock-based compensation 1,086 2,802 Tax credit carry forwards 3,123 2,636 Inventory smallwares (1,774 ) (2,805 ) Other accrued expenses 4,320 5,022 Other 1,021 1,594 Total net deferred tax assets 35,395 26,918 Valuation allowance (35,811 ) (27,353 ) Net deferred tax liabilities $ (416 ) $ (435 ) |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Jan. 02, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Valuation Assumptions | The weighted-average assumpt |
Schedule of Share-based Compensation, Stock Options, Activity | A summary of the status of the Company’s non-vested restricted share units as of January 2, 2018 and changes during the year then ended is presented below: Awards Weighted- Outstanding at January 3, 2017 122,765 $ 10.20 Granted 328,106 3.42 Vested (100,871 ) 6.87 Forfeited (21,641 ) 9.15 Non-vested at January 2, 2018 328,359 $ 5.44 Awards Weighted- Weighted-Average Remaining Contractual Term Aggregate (1) (in thousands) Outstanding—January 3, 2017 2,574,932 $ 12.34 Granted 232,000 4.25 Forfeited or expired (1,474,797 ) 11.16 Exercised — — Outstanding—January 2, 2018 1,332,135 $ 12.23 6.50 $ — Vested and expected to vest 1,305,060 $ 12.20 6.47 $ 219 Exercisable as of January 2, 2018 788,873 $ 13.75 5.14 $ — _____________ (1) Aggregate intrinsic value represents the amount by which fair value of the Company’s stock exceeds the exercise price of the option as of January 2, 2018 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Jan. 02, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share | : 2017 2016 2015 Net loss attributable to common stockholders $ (45,449 ) $ (71,677 ) $ (13,765 ) Shares: Basic weighted average shares outstanding 37,759,497 27,808,708 28,938,901 Effect of dilutive securities — — — Diluted weighted average number of shares outstanding 37,759,497 27,808,708 28,938,901 Loss per share: Basic loss earnings per share $ (1.20 ) $ (2.58 ) $ (0.48 ) Diluted loss earnings per share $ (1.20 ) $ (2.58 ) $ (0.48 ) |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Jan. 02, 2018 | |
Leases [Abstract] | |
Schedule of Future Minimum Lease Payments Required under Existing Leases | Future minimum lease payments required under existing leases as of January 2, 2018 are as follows (in thousands): 2018 $ 44,371 2019 40,090 2020 35,798 2021 32,234 2022 27,576 Thereafter 64,582 $ 244,651 |
Supplemental Disclosures to C33
Supplemental Disclosures to Consolidated Statements of Cash Flows (Tables) | 12 Months Ended |
Jan. 02, 2018 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Cash Flow, Supplemental Disclosures | The following table presents the supplemental disclosures to the Consolidated Statements of Cash Flows for fiscal years 2017 , 2016 and 2015 (in thousands): 2017 2016 2015 Interest paid (net of amounts capitalized) $ 3,482 $ 2,394 $ 839 Income taxes (refunded) paid (158 ) (427 ) 354 Changes in purchases of property and equipment accrued in accounts payable, net (842 ) (1,431 ) (1,414 ) Conversion of Series A convertible preferred stock to common stock 18,500 — — |
Selected Quarterly Financial 34
Selected Quarterly Financial Data (Tables) | 12 Months Ended |
Jan. 02, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | The following table presents selected unaudited quarterly financial data for the periods indicated. Each fiscal quarter contained 13 weeks, with the exception of the fourth quarter of 2016, which had 14 operating weeks (in thousands, except per share data): Fiscal 2017 January 2, 2018 October 3, 2017 July 4, 2017 April 4, 2017 Revenue $ 112,774 $ 114,211 $ 112,792 $ 116,715 Operating income (loss) (1)(2) $ 87 $ (7,483 ) $ (808 ) $ (25,646 ) Net loss $ (487 ) $ (8,335 ) $ (1,815 ) $ (26,845 ) Net loss attributable to common stockholders (3) $ (487 ) $ (8,335 ) $ (8,816 ) $ (27,810 ) Basic loss per share $ (0.01 ) $ (0.20 ) $ (0.22 ) $ (0.99 ) Diluted loss per share $ (0.01 ) $ (0.20 ) $ (0.22 ) $ (0.99 ) Fiscal 2016 January 3, 2017 September 27, 2016 June 28, 2016 March 29, 2016 Revenue $ 129,400 $ 122,681 $ 121,407 $ 113,986 Operating loss (4)(5) $ (44,315 ) $ (9,062 ) $ (11,312 ) $ (2,839 ) Net loss $ (45,376 ) $ (9,841 ) $ (14,087 ) $ (2,373 ) Basic loss per share $ (1.63 ) $ (0.35 ) $ (0.51 ) $ (0.09 ) Diluted loss per share $ (1.63 ) $ (0.35 ) $ (0.51 ) $ (0.09 ) |
Supplemental Financial Inform35
Supplemental Financial Information (Tables) | 12 Months Ended |
Jan. 02, 2018 | |
Supplemental Financial Information [Abstract] | |
Schedule of Accounts Receivable | Accounts receivable consist of the following (in thousands): 2017 2016 Tenant improvement receivables $ 216 $ 1,205 Vendor rebate receivables 869 1,590 Franchise and other receivables 1,349 2,643 $ 2,434 $ 5,438 |
Schedule of Prepaid Expenses and Other Assets | Prepaid expenses and other assets consist of the following (in thousands): 2017 2016 Prepaid occupancy related costs $ 4,091 $ 4,405 Other prepaid expenses 2,126 2,364 Other current assets 41 203 $ 6,258 $ 6,972 |
Schedule of Property and Equipment | Property and equipment, net, consist of the following (in thousands): 2017 2016 Leasehold improvements $ 199,211 $ 205,687 Furniture, fixtures and equipment 120,234 120,248 Construction in progress 2,592 8,044 322,037 333,979 Accumulated depreciation and amortization (169,444 ) (160,446 ) $ 152,593 $ 173,533 |
Schedule of Accrued Liabilities and Other Liabilities | Accrued payroll and benefits consist of the following (in thousands): 2017 2016 Accrued payroll and related liabilities $ 6,594 $ 6,935 Accrued bonus 1,947 1,460 Insurance liabilities 3,178 2,328 $ 11,719 $ 10,723 Accrued expenses and other current liabilities consist of the following (in thousands): 2017 2016 Gift card liability $ 4,078 $ 3,857 Occupancy related 3,733 2,069 Utilities 1,705 1,753 Data breach liabilities (Note 14) 7,605 11,622 Legal settlement — 3,000 Other accrued expenses 4,100 5,408 $ 21,221 $ 27,709 |
Business and Summary of Signi36
Business and Summary of Significant Accounting Policies (Business and Fiscal Year) (Details) | 12 Months Ended | ||
Jan. 02, 2018segmentrestaurantstate$ / shares | Jan. 03, 2017restaurant$ / shares | Dec. 29, 2015restaurant | |
Description of business and summary of significant accoutning policies | |||
Number of states in which Noodles & Company operates | state | 29 | ||
Number of operating segments | segment | 1 | ||
Number of reportable segments | segment | 1 | ||
Common stock, par value (USD per share) | $ / shares | $ 0.01 | $ 0.01 | |
Duration of fiscal period | 371 days | 364 days | 364 days |
Minimum | |||
Description of business and summary of significant accoutning policies | |||
Duration of fiscal period | 364 days | ||
Maximum | |||
Description of business and summary of significant accoutning policies | |||
Duration of fiscal period | 371 days | ||
Company-Owned [Member] | |||
Description of business and summary of significant accoutning policies | |||
Number of restaurants | restaurant | 412 | ||
Franchise [Member] | |||
Description of business and summary of significant accoutning policies | |||
Number of restaurants | restaurant | 66 | 75 | 70 |
Class A Common Stock [Member] | |||
Description of business and summary of significant accoutning policies | |||
Common stock, par value (USD per share) | $ / shares | $ 0.01 |
Business and Summary of Signi37
Business and Summary of Significant Accounting Policies (Cash and Cash Equivalents) (Details) - USD ($) $ in Millions | Jan. 02, 2018 | Jan. 03, 2017 |
Credit Card Receivable [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Cash equivalents | $ 1 | $ 1.1 |
Business and Summary of Signi38
Business and Summary of Significant Accounting Policies (Inventories) (Details) - USD ($) $ in Thousands | Jan. 02, 2018 | Jan. 03, 2017 |
Inventory [Line Items] | ||
Inventories | $ 9,929 | $ 11,285 |
Smallwares Inventory [Member] | ||
Inventory [Line Items] | ||
Inventories | $ 6,700 | $ 7,300 |
Business and Summary of Signi39
Business and Summary of Significant Accounting Policies (Property & Equipment) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 02, 2018 | Jan. 03, 2017 | Dec. 29, 2015 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation | $ 24,500 | $ 28,000 | $ 27,700 |
Internal payroll costs capitalized | 900 | 2,400 | 3,000 |
Interest costs capitalized | $ 200 | $ 300 | $ 400 |
Leasehold Improvements | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, useful life | 20 years | ||
Furniture and Fixtures | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, useful life | 15 years | ||
Furniture and Fixtures | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, useful life | 3 years | ||
Equipment | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, useful life | 7 years | ||
Equipment | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, useful life | 3 years |
Business and Summary of Signi40
Business and Summary of Significant Accounting Policies (Intangibles, net) (Details) | 12 Months Ended |
Jan. 02, 2018 | |
Minimum | Franchise Rights [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 8 years |
Minimum | Off-Market Favorable Lease [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 2 years |
Maximum | Franchise Rights [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 16 years |
Maximum | Off-Market Favorable Lease [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 7 years |
Business and Summary of Signi41
Business and Summary of Significant Accounting Policies (Other Assets) (Details) - USD ($) $ in Millions | Jan. 02, 2018 | Jan. 03, 2017 |
Accounting Policies [Abstract] | ||
Debt issuance costs | $ 1.2 | $ 0.7 |
Business and Summary of Signi42
Business and Summary of Significant Accounting Policies (Revenue Recognition) (Details) $ in Millions | 12 Months Ended | ||
Jan. 02, 2018USD ($)restaurant | Jan. 03, 2017USD ($)restaurant | Dec. 29, 2015USD ($)restaurant | |
Franchisor Disclosure [Line Items] | |||
Percent of gift cards expected to be unredeemed (percent) | 6.00% | ||
Gift card estimated redemption period | 18 months | ||
Franchise [Member] | |||
Franchisor Disclosure [Line Items] | |||
Number of restaurants | 66 | 75 | 70 |
Number of restaurants opened during period | 3 | 6 | 19 |
Gift Card Breakage | |||
Franchisor Disclosure [Line Items] | |||
Gift cards breakage | $ | $ 0.3 | $ 0.3 | $ 0.3 |
Business and Summary of Signi43
Business and Summary of Significant Accounting Policies (Advertising and Marketing Costs) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 02, 2018 | Jan. 03, 2017 | Dec. 29, 2015 | |
Accounting Policies [Abstract] | |||
Advertising and marketing costs | $ 5.7 | $ 10 | $ 8 |
Business and Summary of Signi44
Business and Summary of Significant Accounting Policies (Accounting Pronouncements) (Details) $ in Millions | May 31, 2014USD ($) |
Deferred Revenue | Accounting Standards Update 2014-09 | |
Accounting Policies [Line Items] | |
Cumulative catch-up adjustment | $ 1.5 |
Goodwill and Intangible Asset45
Goodwill and Intangible Assets Goodwill Roll-forward (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 02, 2018 | Jan. 03, 2017 | |
Goodwill [Roll Forward] | ||
Goodwill | $ 6,400 | $ 6,400 |
Goodwill, Acquired During Period | 0 | 0 |
Goodwill | $ 6,400 | $ 6,400 |
Goodwill and Intangible Asset46
Goodwill and Intangible Assets Schedule of Acquired Intangible Assets (Details) - USD ($) $ in Thousands | Jan. 02, 2018 | Jan. 03, 2017 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Less accumulated amortization | $ (375) | $ (277) |
Amortized intangible assets net | 1,046 | 1,214 |
Non-amortized intangible assets: | ||
Intangibles, net | 1,565 | 1,715 |
Franchise Rights [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Reacquired franchise rights | 1,271 | 1,306 |
Off-Market Favorable Lease [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangibles | 150 | 185 |
Non-amortized intangible assets: | ||
Trademark rights and transferable liquor licenses | 150 | 185 |
Trademark Rights And Transferable Liquor Licenses [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangibles | 519 | 501 |
Non-amortized intangible assets: | ||
Trademark rights and transferable liquor licenses | $ 519 | $ 501 |
Goodwill and Intangible Asset47
Goodwill and Intangible Assets Schedule of Intangible Amortization Expense (Details) - USD ($) $ in Thousands | Jan. 02, 2018 | Jan. 03, 2017 |
Finite-Lived Intangible Assets [Line Items] | ||
2,017 | $ 107 | |
2,018 | 105 | |
2,019 | 102 | |
2,020 | 102 | |
2,021 | 99 | |
Thereafter | 531 | |
Total | $ 1,046 | $ 1,214 |
Goodwill and Intangible Asset48
Goodwill and Intangible Assets - Narrative (Details) - USD ($) | 12 Months Ended | ||
Jan. 02, 2018 | Jan. 03, 2017 | Dec. 29, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill impairment loss | $ 0 | $ 0 | $ 0 |
Impairment charges related to non-amortizable intangible assets | $ 0 | $ 0 | $ 0 |
(Credit Facility) (Details)
(Credit Facility) (Details) | Nov. 08, 2017 | Jan. 02, 2018USD ($) | Jan. 02, 2018USD ($) | Jan. 03, 2017USD ($) | Dec. 29, 2015USD ($) | Jun. 04, 2019USD ($) |
Line of Credit Facility [Line Items] | ||||||
Maximum borrowing capacity | $ 97,500,000 | $ 97,500,000 | ||||
Amount outstanding | 58,800,000 | 58,800,000 | ||||
Letters of credit outstanding | 3,300,000 | 3,300,000 | ||||
Interest Expense | 3,839,000 | $ 2,916,000 | $ 1,432,000 | |||
Amortization of debt issuance costs | 500,000 | $ 500,000 | $ 100,000 | $ 100,000 | ||
Minimum | ||||||
Line of Credit Facility [Line Items] | ||||||
Commitment fee on unused portion of facility | 0.35% | |||||
Credit facility interest range | 3.77% | |||||
Maximum | ||||||
Line of Credit Facility [Line Items] | ||||||
Commitment fee on unused portion of facility | 0.55% | |||||
Credit facility interest range | 7.00% | |||||
Secondary Rates [Member] | Minimum | ||||||
Line of Credit Facility [Line Items] | ||||||
Basis spread on variable rate | 1.50% | |||||
Secondary Rates [Member] | Maximum | ||||||
Line of Credit Facility [Line Items] | ||||||
Basis spread on variable rate | 2.75% | |||||
London Interbank Offered Rate (LIBOR) [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Basis spread on variable rate | 1.00% | |||||
London Interbank Offered Rate (LIBOR) [Member] | Minimum | ||||||
Line of Credit Facility [Line Items] | ||||||
Basis spread on variable rate | 2.50% | |||||
London Interbank Offered Rate (LIBOR) [Member] | Maximum | ||||||
Line of Credit Facility [Line Items] | ||||||
Basis spread on variable rate | 3.75% | |||||
London Interbank Offered Rate (LIBOR) [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
London interbank rate (LIBOR) | LIBOR | |||||
Federal Funds Rate [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Basis spread on variable rate | 0.50% | |||||
Line of Credit [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Negative covenant ratio | 3.75 | |||||
Periodic payment | $ 2,500,000 | |||||
Capital expenditures | $ 22,000,000 | |||||
Scenario, Forecast [Member] | Line of Credit [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Capital expenditures | $ 10,000,000 |
Restaurant Impairments, Closu50
Restaurant Impairments, Closure Costs and Asset Disposals (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Apr. 04, 2017 | Mar. 29, 2016 | Jan. 02, 2018 | Jan. 03, 2017 | Dec. 29, 2015 | |
Restructuring and Related Activities [Abstract] | |||||
Restaurant impairments(1) | $ 16,154 | $ 41,615 | $ 25,436 | ||
Closure costs(1) | $ 19,900 | $ 200 | 20,052 | 2,251 | 3,076 |
Loss on disposal of assets and other (2) | 1,240 | 3,445 | 1,104 | ||
Gain (Loss) on Disposition of Assets | (37,446) | $ (47,311) | $ (29,616) | ||
Capitalized labor and overhead included in loss on disposal of assets | 1,100 | ||||
Gain from insurance proceeds included in the loss on disposal of assets | $ 500 |
Restaurant Impairments, Closu51
Restaurant Impairments, Closure Costs and Asset Disposals (Details 2) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 02, 2018 | Jan. 03, 2017 | |
Restructuring Reserve [Roll Forward] | ||
Closed restaurant reserves, beginning of period | $ 1,880 | $ 4,746 |
Additions—restaurant closing costs recognized and accretion | 18,341 | 858 |
Decreases—payments | (12,042) | (3,724) |
Closed restaurant reserves, end of period | $ 8,179 | $ 1,880 |
Restaurant Impairments, Closu52
Restaurant Impairments, Closure Costs and Asset Disposals (Narrative) (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jan. 02, 2018USD ($)restaurant | Oct. 03, 2017restaurant | Jul. 04, 2017restaurant | Apr. 04, 2017USD ($)restaurant | Jan. 03, 2017USD ($)restaurant | Jun. 28, 2016restaurant | Mar. 29, 2016USD ($)restaurant | Dec. 29, 2015restaurant | Jan. 02, 2018USD ($)restaurant | Jan. 03, 2017USD ($)restaurant | Dec. 29, 2015USD ($)restaurant | |
Restructuring Cost and Reserve [Line Items] | |||||||||||
Closure costs | $ 19,900 | $ 200 | $ 20,052 | $ 2,251 | $ 3,076 | ||||||
Number of restaurants closed | restaurant | 55 | 16 | |||||||||
Present value non-cancelable lease payment discount rate | 4.64% | ||||||||||
Number of restaurants impaired | restaurant | 3 | 18 | 9 | 4 | 42 | 11 | 1 | 34 | 54 | 39 | |
Discount Rate Using Cash Flow Analysis | 10.00% | ||||||||||
Other current liabilities | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Restructuring reserve, current portion | $ 2,400 | $ 900 | $ 2,400 | $ 900 | |||||||
Other long-term liabilities | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Restructuring Reserve, Noncurrent | $ 5,800 | $ 1,000 | $ 5,800 | $ 1,000 |
Income Taxes Domestic and forei
Income Taxes Domestic and foreign components of (loss) income before income taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 02, 2018 | Jan. 03, 2017 | Dec. 29, 2015 | |
Income Tax Examination [Line Items] | |||
Domestic and foreign components of (loss) income before income taxes | $ (37,689) | $ (70,444) | $ (22,499) |
Domestic Tax Authority [Member] | |||
Income Tax Examination [Line Items] | |||
Domestic and foreign components of (loss) income before income taxes | (42,047) | (67,626) | (21,674) |
Foreign Tax Authority [Member] | |||
Income Tax Examination [Line Items] | |||
Domestic and foreign components of (loss) income before income taxes | $ 4,358 | $ (2,818) | $ (825) |
Income Taxes (Components of Pro
Income Taxes (Components of Provision (Benefit) for Income Taxes) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 02, 2018 | Jan. 03, 2017 | Dec. 29, 2015 | |
Current tax provision: | |||
Federal | $ 0 | $ 0 | $ 0 |
State | 21 | 134 | 144 |
Foreign | 0 | 0 | 0 |
Total current tax provision | 21 | 134 | 144 |
Deferred tax (benefit) provision: | |||
Federal | (252) | (1,979) | (7,169) |
State | 24 | 2,854 | (1,495) |
Foreign | 0 | 224 | 0 |
Total deferred tax provision (benefit) | (228) | 1,099 | (8,878) |
Total (benefit) provision for income taxes | $ (207) | $ 1,233 | $ (8,734) |
Income Taxes (Tax Rate Reconcil
Income Taxes (Tax Rate Reconciliation) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 02, 2018 | Jan. 03, 2017 | Dec. 29, 2015 | |
Income Tax Disclosure [Abstract] | |||
Federal income tax benefit at federal rate | $ (12,814) | $ (23,740) | $ (7,650) |
State income tax benefit, net of federal tax | (1,790) | (2,975) | (960) |
Other permanent differences | 674 | 996 | 378 |
Foreign rate differential | (463) | (214) | (66) |
Tax credits | (808) | (749) | (423) |
Change in valuation allowance | (159) | 27,353 | 0 |
Tax rate change | 13,632 | 0 | 0 |
Deferred tax asset write-off | 2,618 | 0 | 0 |
Other items, net | (1,097) | 134 | (145) |
Total (benefit) provision for income taxes | $ (207) | $ 1,233 | $ (8,734) |
Effective income tax rate | 0.50% | (1.80%) | 38.80% |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 02, 2018 | Jan. 03, 2017 | |
Operating Loss Carryforwards [Line Items] | ||
Valuation allowance | $ (35,811) | $ (27,353) |
Increase in equity if realized | 8,600 | |
Federal [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | $ 106,700 | $ 60,500 |
Income Taxes (Deferred Income T
Income Taxes (Deferred Income Taxes) (Details) - USD ($) $ in Thousands | Jan. 02, 2018 | Jan. 03, 2017 |
Deferred tax assets (liabilities): | ||
Loss carry forwards | $ 26,991 | $ 14,046 |
Deferred rent and franchise revenue | 10,486 | 17,753 |
Property, equipment and intangible assets | (9,858) | (14,130) |
Stock-based compensation | 1,086 | 2,802 |
Inventory smallwares | (1,774) | (2,805) |
Tax credit carry forwards | 3,123 | 2,636 |
Other accrued expenses | 4,320 | 5,022 |
Other | 1,021 | 1,594 |
Total net deferred tax assets | 35,395 | 26,918 |
Valuation allowance | (35,811) | (27,353) |
Deferred Tax Liabilities, Net | (416) | (435) |
Valuation allowance | ||
Deferred Tax Liabilities, Gross | (11,632) | (16,935) |
Deferred Tax Assets, Gross | $ 47,027 | $ 43,853 |
Stockholder's Equity (Details)
Stockholder's Equity (Details) - USD ($) $ / shares in Units, $ in Millions | Apr. 03, 2017 | Mar. 13, 2017 | Feb. 09, 2017 | Feb. 08, 2017 | Dec. 29, 2015 | Oct. 03, 2017 | Jan. 02, 2018 | Jan. 03, 2017 | Apr. 12, 2017 | Jun. 04, 2015 |
Class of Stock [Line Items] | ||||||||||
Shares authorized | 181,000,000 | |||||||||
Common stock, shares authorized | 180,000,000 | 180,000,000 | ||||||||
Common stock, par value | $ 0.01 | $ 0.01 | ||||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||||||||
Preferred stock, par value | $ 0.01 | $ 0.01 | ||||||||
Loss recognized in operations | $ 0.2 | |||||||||
Preferred stock, shares issued | 0 | 0 | ||||||||
Class A Common Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Stock Repurchase Program, Authorized Amount | $ 35 | |||||||||
Common stock, shares authorized | 150,000,000 | |||||||||
Common stock, par value | $ 0.01 | |||||||||
Treasury shares acquired (in shares) | 2,423,871 | |||||||||
Treasury Stock, Value, Acquired, Cost Method | $ 35 | |||||||||
Class B Common Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Common stock, shares authorized | 30,000,000 | |||||||||
Common stock, par value | $ 0.01 | |||||||||
Preferred Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock, shares authorized | 1,000,000 | |||||||||
Preferred stock, par value | $ 0.01 | |||||||||
Equity Sponsors [Member] | Minimum | ||||||||||
Class of Stock [Line Items] | ||||||||||
Registration rights, percentage of common stock shares | 10.00% | |||||||||
L Catterton [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Proceeds from Issuance of Private Placement, Net | $ 16.6 | |||||||||
Payments for Repurchase of Private Placement | $ 1.9 | |||||||||
L Catterton [Member] | Common Stock [Member] | Class A Common Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Common stock, par value | $ 0.01 | |||||||||
Shares Issued upon Conversion (shares) | 4,252,873 | 4,252,873 | ||||||||
Sale of Stock, Price Per Share | $ 1,000 | |||||||||
L Catterton [Member] | Preferred Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Proceeds from issuance of private placement | $ 18.5 | |||||||||
Preferred stock, shares issued | 18,500 | |||||||||
Mill Road Capital II, L.P. [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Proceeds from Issuance of Private Placement, Net | $ 29.1 | |||||||||
Payments for Repurchase of Private Placement | $ 2.4 | |||||||||
Mill Road Capital II, L.P. [Member] | Class A Common Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 8,873,240 | |||||||||
Mill Road Capital II, L.P. [Member] | Common Stock [Member] | Class A Common Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Common stock, par value | $ 0.01 | |||||||||
Sale of Stock, Price Per Share | $ 3.55 | |||||||||
Mill Road Capital II, L.P. [Member] | Preferred Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Proceeds from issuance of private placement | $ 31.5 | |||||||||
Common Stock [Member] | L Catterton [Member] | Warrant [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Shares to be issued (shares) | 1,913,793 | |||||||||
Share price (USD per share) | $ 4.35 | |||||||||
Fair Value, Inputs, Level 2 | L Catterton [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Temporary Equity, Accretion of Dividends | $ 8 | |||||||||
Fair Value Adjustment of Warrants | $ 3.1 | |||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 3.1 |
Stock-Based Compensation (Narra
Stock-Based Compensation (Narrative) (Details) - USD ($) | 12 Months Ended | |||
Jan. 02, 2018 | Jan. 03, 2017 | Dec. 29, 2015 | Dec. 31, 2013 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Number of shares available for grant | 4,200,000 | |||
Unrecognized compensation cost | $ 2,500,000 | |||
Period for recognition | 2 years 5 months 26 days | |||
Risk-free interest rate | 2.00% | 1.20% | 1.60% | |
Expected term (average in years) | 6 years 1 month 6 days | 5 years | 5 years | |
Expected dividend yield | 0.00% | 0.00% | 0.00% | |
Expected volatility | 39.60% | 37.00% | 36.80% | |
Employee Stock Purchase Plan [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Number of shares authorized | 750,000 | |||
Stock based compensation expense | $ 29,000 | |||
General and Administrative Expense [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock based compensation expense | $ 1,700,000 | $ 2,500,000 | $ 1,700,000 | |
2010 Stock Incentive Plan Post-Merger [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Number of shares authorized | 3,750,500 | |||
Stock option term | 10 years | |||
Vesting period | 4 years | |||
Capitalized Internal Costs [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock based compensation expense | $ 178,000 | 222,000 | 229,000 | |
Stock Option [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Exercises in period, intrinsic value | $ 0 | $ 200,000 | $ 4,200,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Vested Options, Vested in Period | 177,491 | |||
Vested (in shares) | 271,457 | 346,235 | ||
Estimated fair value | $ 800,000 | $ 2,700,000 | $ 3,400,000 | |
Weighted average fair value (in dollars per share) | $ 1.74 | $ 2.85 | $ 5.04 | |
Restricted Stock [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Vested Options, Vested in Period | 100,871 | |||
Estimated fair value | $ 500,000 | |||
Granted (in shares) | 328,106 | |||
Performance Shares | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Granted (in shares) | 100,000,000 | |||
Risk-free interest rate | 1.70% | |||
Expected term (average in years) | 3 years 4 months 24 days | |||
Expected dividend yield | 0.00% | |||
Expected volatility | 55.00% | |||
Kevin Reddy [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock based compensation expense | $ 700,000 | |||
Minimum | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Estimated forfeiture rate (percentage) | 0.00% | |||
Maximum | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Estimated forfeiture rate (percentage) | 10.00% |
Stock-Based Compensation (Fair
Stock-Based Compensation (Fair Value Assumptions) (Details) - $ / shares | 12 Months Ended | ||
Jan. 02, 2018 | Jan. 03, 2017 | Dec. 29, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Risk-free interest rate | 2.00% | 1.20% | 1.60% |
Expected term (average in years) | 6 years 1 month 6 days | 5 years | 5 years |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Expected volatility | 39.60% | 37.00% | 36.80% |
Weighted-average Black-Scholes fair value per share at date of grant | $ 1.74 | $ 2.85 | $ 5.04 |
Stock-Based Compensation (Stock
Stock-Based Compensation (Stock Option Activity) (Details) - Stock Option [Member] $ / shares in Units, $ in Thousands | 12 Months Ended |
Jan. 02, 2018USD ($)$ / sharesshares | |
Options, Outstanding | |
Outstanding, beginning of period | shares | 2,574,932 |
Granted | shares | 232,000 |
Forfeited | shares | (1,474,797) |
Exercised | shares | 0 |
Outstanding, end of period | shares | 1,332,135 |
Vested and expected to vest | shares | 1,305,060 |
Exercisable | shares | 788,873 |
Weighted Average Exercise Price | |
Weighted- average exercise price, beginning balance (USD per share) | $ / shares | $ 12.34 |
Granted (USD per share) | $ / shares | 4.25 |
Forfeited (USD per share) | $ / shares | 11.16 |
Exercised (USD per share) | $ / shares | 0 |
Weighted- average exercise price, ending balance (USD per share) | $ / shares | 12.23 |
Vested and expected to vest (USD per share) | $ / shares | 12.20 |
Exercisable (USD per share) | $ / shares | $ 13.75 |
Weighted- Average Remaining Years of Contractual Life | |
Outstanding | 6 years 6 months |
Vested and expected to vest | 6 years 5 months 19 days |
Exercisable | 5 years 1 month 20 days |
Aggregate Intrinsic Value | |
Outstanding | $ | $ 0 |
Vested and expected to vest | $ | 219 |
Exercisable | $ | $ 0 |
(Non vested options) (Details)
(Non vested options) (Details) | 12 Months Ended |
Jan. 02, 2018$ / sharesshares | |
Stock Option [Member] | |
Awards | |
Vested (in shares) | (177,491) |
Restricted Stock [Member] | |
Awards | |
Beginning balance (in shares) | 122,765 |
Granted (in shares) | 328,106 |
Vested (in shares) | (100,871) |
Forfeited (in shares) | (21,641) |
Ending balance (in shares) | 328,359 |
Weighted- Average Grant Date Fair Value | |
Beginning balance (in dollars per share) | $ / shares | $ 10.20 |
Granted (in dollars per share) | $ / shares | 3.42 |
Vested (in dollars per share) | $ / shares | 6.87 |
Forfeited (in dollars per share) | $ / shares | 9,150 |
Ending balance (in dollars per share) | $ / shares | $ 5,440 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jan. 02, 2018 | Oct. 03, 2017 | Jul. 04, 2017 | Apr. 04, 2017 | Jan. 03, 2017 | Sep. 27, 2016 | Jun. 28, 2016 | Mar. 29, 2016 | Jan. 02, 2018 | Jan. 03, 2017 | Dec. 29, 2015 | |
Earnings Per Share [Abstract] | |||||||||||
Net Income (Loss) Available to Common Stockholders, Basic | $ (487) | $ (8,335) | $ (8,816) | $ (27,810) | $ (45,449) | $ (71,677) | $ (13,765) | ||||
Net loss | $ (487) | $ (8,335) | $ (1,815) | $ (26,845) | $ (45,376) | $ (9,841) | $ (14,087) | $ (2,373) | $ (37,482) | $ (71,677) | $ (13,765) |
Shares: | |||||||||||
Basic weighted average shares outstanding (in shares) | 37,759,497 | 27,808,708 | 28,938,901 | ||||||||
Dilutive stock options and warrants (in shares) | 0 | 0 | 0 | ||||||||
Diluted weighted average number of shares outstanding (in shares) | 37,759,497 | 27,808,708 | 28,938,901 | ||||||||
Earnings per share: | |||||||||||
Basic EPS (USD per share) | $ (0.01) | $ (0.20) | $ (0.22) | $ (0.99) | $ (1.63) | $ (0.35) | $ (0.51) | $ (0.09) | $ (1.20) | $ (2.58) | $ (0.48) |
Diluted EPS (USD per share) | $ (0.01) | $ (0.20) | $ (0.22) | $ (0.99) | $ (1.63) | $ (0.35) | $ (0.51) | $ (0.09) | $ (1.20) | $ (2.58) | $ (0.48) |
Antidilutive securities excluded from computation of earnings per share | 4,154,778 | 2,697,697 | 3,184,949 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) | 12 Months Ended | 55 Months Ended | |||
Jan. 02, 2018 | Jan. 03, 2017 | Dec. 29, 2015 | Dec. 31, 2013 | Jan. 02, 2018 | |
Multiemployer Plans [Line Items] | |||||
Required employee age | 21 years | ||||
Percentage of participants contributions vested | 100.00% | ||||
Contributions by employer | $ 0 | $ 0 | $ 0 | ||
Weighted-average fair value per share at date of grant | $ 1.74 | $ 2.85 | $ 5.04 | ||
Employee Stock Purchase Plan [Member] | |||||
Multiemployer Plans [Line Items] | |||||
Maximum employee salary percentage | 15.00% | ||||
Offering date percentage | 85.00% | ||||
Purchase date percentage | 85.00% | ||||
Number of shares authorized | 750,000 | ||||
Shares issued | 37,069 | 117,381 | |||
Reserved for future issuance | 632,619 | 632,619 | |||
Risk free interest rate | 1.07% | ||||
Expected life | 3 months | ||||
Expected volatility rate | 38.30% | ||||
Expected dividend rate | 0.00% | ||||
Weighted-average fair value per share at date of grant | $ 0.77 | ||||
Employee stock purchase plan, compensation expense | $ 29,000 | ||||
Other long-term liabilities | |||||
Multiemployer Plans [Line Items] | |||||
Deferred compensation plan liability | 1,300,000 | $ 1,500,000 | $ 1,300,000 | ||
Other Assets [Member] | |||||
Multiemployer Plans [Line Items] | |||||
Deferred compensation plan asset | $ 1,900,000 | $ 1,600,000 | $ 1,900,000 |
Leases (Details)
Leases (Details) $ in Thousands | Jan. 02, 2018USD ($) |
Leases [Abstract] | |
2,018 | $ 44,371 |
2,019 | 40,090 |
2,020 | 35,798 |
2,021 | 32,234 |
2,022 | 27,576 |
Thereafter | 64,582 |
Total future minimum lease payments due | $ 244,651 |
Leases (Narrative) (Details)
Leases (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 02, 2018 | Jan. 03, 2017 | Dec. 29, 2015 | |
Operating Leased Assets [Line Items] | |||
Operating leases, lease term | 10 years | ||
Operating leases, rent expense | $ 43.9 | $ 48.5 | $ 44.6 |
Minimum | |||
Operating Leased Assets [Line Items] | |||
Operating leases, extension term | 5 years | ||
Maximum | |||
Operating Leased Assets [Line Items] | |||
Operating leases, extension term | 15 years |
Supplemental Disclosures to C67
Supplemental Disclosures to Consolidated Statements of Cash Flows (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 02, 2018 | Jan. 03, 2017 | Dec. 29, 2015 | |
Class of Stock [Line Items] | |||
Interest paid (net of amounts capitalized) | $ 3,482 | $ 2,394 | $ 839 |
Income taxes (refunded) paid | (158) | (427) | 354 |
Changes in purchases of property and equipment accrued in accounts payable, net | (842) | (1,431) | (1,414) |
Common Stock [Member] | Class A Common Stock [Member] | |||
Class of Stock [Line Items] | |||
Convertible Preferred Stock, Shares Issued Upon Conversion, Value | $ 18,500 | $ 0 | $ 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Sep. 27, 2016 | Jan. 02, 2018 | Jan. 03, 2017 | Dec. 29, 2015 | |
Loss Contingencies [Line Items] | ||||
Severance expenses | $ 2,500 | |||
Restructuring Reserve | $ 8,179 | $ 1,880 | $ 4,746 | |
Minimum | ||||
Loss Contingencies [Line Items] | ||||
Data breach liabilities, maximum exposure (up to) | $ 10,600 | |||
Maximum | ||||
Loss Contingencies [Line Items] | ||||
Data breach liabilities, maximum exposure (up to) | $ 5,500 |
Related-Party Transactions (Det
Related-Party Transactions (Details) | 12 Months Ended |
Jan. 02, 2018 | |
Catterton [Member] | |
Related Party Transaction [Line Items] | |
Minimum ownership percentage | 35.00% |
Class A and Class B Common Stock [Member] | Equity Sponsors [Member] | Minimum | |
Related Party Transaction [Line Items] | |
Percentage of stock held | 10.00% |
Class A and Class B Common Stock [Member] | Equity Sponsors [Member] | Maximum | |
Related Party Transaction [Line Items] | |
Percentage of stock held | 20.00% |
L Catterton [Member] | Minimum | |
Related Party Transaction [Line Items] | |
Percentage of stock held | 5.00% |
Argentina [Member] | Minimum | |
Related Party Transaction [Line Items] | |
Percentage of stock held | 5.00% |
Mill Road Capital II, L.P. [Member] | Minimum | |
Related Party Transaction [Line Items] | |
Percentage of stock held | 10.00% |
Selected Quarterly Financial 70
Selected Quarterly Financial Data (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Jan. 02, 2018USD ($)restaurant$ / shares | Oct. 03, 2017USD ($)restaurant$ / shares | Jul. 04, 2017USD ($)restaurant$ / shares | Apr. 04, 2017USD ($)restaurant$ / shares | Jan. 03, 2017USD ($)restaurant$ / shares | Sep. 27, 2016USD ($)$ / shares | Jun. 28, 2016USD ($)restaurant$ / shares | Mar. 29, 2016USD ($)restaurant$ / shares | Dec. 29, 2015restaurant | Jan. 02, 2018USD ($)restaurant$ / shares | Jan. 03, 2017USD ($)restaurant$ / shares | Dec. 29, 2015USD ($)restaurant$ / shares | |
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||
Revenue | $ 112,774 | $ 114,211 | $ 112,792 | $ 116,715 | $ 129,400 | $ 122,681 | $ 121,407 | $ 113,986 | $ 456,492 | $ 487,474 | $ 455,451 | |
Operating income | 87 | (7,483) | (808) | (25,646) | (44,315) | (9,062) | (11,312) | (2,839) | (33,850) | (67,528) | (21,067) | |
Net loss | (487) | (8,335) | (1,815) | (26,845) | $ (45,376) | $ (9,841) | $ (14,087) | $ (2,373) | (37,482) | (71,677) | (13,765) | |
Net loss attributable to common stockholders | $ (487) | $ (8,335) | $ (8,816) | $ (27,810) | $ (45,449) | $ (71,677) | $ (13,765) | |||||
Basic EPS (USD per share) | $ / shares | $ (0.01) | $ (0.20) | $ (0.22) | $ (0.99) | $ (1.63) | $ (0.35) | $ (0.51) | $ (0.09) | $ (1.20) | $ (2.58) | $ (0.48) | |
Diluted EPS (USD per share) | $ / shares | $ (0.01) | $ (0.20) | $ (0.22) | $ (0.99) | $ (1.63) | $ (0.35) | $ (0.51) | $ (0.09) | $ (1.20) | $ (2.58) | $ (0.48) | |
Closure costs | $ 19,900 | $ 200 | $ 20,052 | $ 2,251 | $ 3,076 | |||||||
Impairment costs related to closure of restaurants | $ 9,100 | |||||||||||
Number of restaurants closed | restaurant | 55 | 16 | ||||||||||
Number of restaurants impaired | restaurant | 3 | 18 | 9 | 4 | 42 | 11 | 1 | 34 | 54 | 39 | ||
Impairment costs of restaurants | $ 1,100 | $ 4,000 | $ 1,900 | $ 31,100 | $ 10,300 | |||||||
Estimated losses resulting from claims and anticipated claims by payment card companies | $ 10,600 | |||||||||||
Severance expenses | 2,500 | |||||||||||
Litigation settlement, expense | $ 3,000 |
Supplemental Financial Inform71
Supplemental Financial Information (Accounts Receivable) (Details) - USD ($) $ in Thousands | Jan. 02, 2018 | Jan. 03, 2017 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | $ 2,434 | $ 5,438 |
Tenant Improvement [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | 216 | 1,205 |
Vendor Rebate [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | 869 | 1,590 |
Franchise and Other [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | $ 1,349 | $ 2,643 |
Supplemental Financial Inform72
Supplemental Financial Information (Prepaid Expenses and Other Assets) (Details) - USD ($) $ in Thousands | Jan. 02, 2018 | Jan. 03, 2017 |
Supplemental Financial Information [Abstract] | ||
Prepaid occupancy related costs | $ 4,091 | $ 4,405 |
Other prepaid expenses | 2,126 | 2,364 |
Other current assets | 41 | 203 |
Prepaid expenses and other assets | $ 6,258 | $ 6,972 |
Supplemental Financial Inform73
Supplemental Financial Information (Property and Equipment) (Details) - USD ($) $ in Thousands | Jan. 02, 2018 | Jan. 03, 2017 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 322,037 | $ 333,979 |
Accumulated depreciation and amortization | (169,444) | (160,446) |
Property and equipment, net | 152,593 | 173,533 |
Leasehold Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 199,211 | 205,687 |
Furniture, Fixtures, and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 120,234 | 120,248 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 2,592 | $ 8,044 |
Supplemental Financial Inform74
Supplemental Financial Information (Accrued Payroll and Benefits) (Details) - USD ($) $ in Thousands | Jan. 02, 2018 | Jan. 03, 2017 |
Supplemental Financial Information [Abstract] | ||
Accrued payroll and related liabilities | $ 6,594 | $ 6,935 |
Accrued bonus | 1,947 | 1,460 |
Insurance liabilities | 3,178 | 2,328 |
Accrued payroll and benefits | $ 11,719 | $ 10,723 |
Supplemental Financial Inform75
Supplemental Financial Information (Accrued Expense and Other Liabilities) (Details) - USD ($) $ in Thousands | Jan. 02, 2018 | Jan. 03, 2017 |
Supplemental Financial Information [Abstract] | ||
Gift card liability | $ 4,078 | $ 3,857 |
Occupancy related | 3,733 | 2,069 |
Utilities | 1,705 | 1,753 |
Data breach liabilities | 7,605 | 11,622 |
Legal settlement | 0 | 3,000 |
Other accrued expenses | 4,100 | 5,408 |
Accrued expenses and other current liabilities | $ 21,221 | $ 27,709 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Millions | Feb. 08, 2017 | Jan. 02, 2018 | Apr. 12, 2017 | Jan. 03, 2017 |
Subsequent Event [Line Items] | ||||
Preferred stock, shares issued (shares) | 0 | 0 | ||
Common stock, par value (USD per share) | $ 0.01 | $ 0.01 | ||
Class A Common Stock [Member] | ||||
Subsequent Event [Line Items] | ||||
Common stock, par value (USD per share) | $ 0.01 | |||
Preferred Stock [Member] | L Catterton [Member] | ||||
Subsequent Event [Line Items] | ||||
Preferred stock, shares issued (shares) | 18,500 | |||
Proceeds from issuance of private placement | $ 18.5 | |||
Common Stock [Member] | L Catterton [Member] | Class A Common Stock [Member] | ||||
Subsequent Event [Line Items] | ||||
Shares Issued upon Conversion (shares) | 4,252,873 | 4,252,873 | ||
Common stock, par value (USD per share) | $ 0.01 | |||
Common Stock [Member] | Warrant [Member] | L Catterton [Member] | ||||
Subsequent Event [Line Items] | ||||
Shares to be issued (shares) | 1,913,793 | |||
Share price (USD per share) | $ 4.35 |