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We may incur costs or liabilities as a result of litigation and publicity concerning food quality, health and other issues that can also cause guests to avoid our restaurants. We are subject to complaints or litigation from time to time from guests alleging illness, injury or other food quality or health concerns. Litigation or adverse publicity resulting from these allegations may materially adversely affect our business, regardless of whether the allegations are valid or whether we are liable.

We do not believe that any of the legal proceedings pending against us as of the date of this report will have a material adverse effect on our liquidity or financial condition. We may incur liabilities, receive benefits, settle disputes, sustain judgments, or accrue expenses relating to legal proceedings in a particular fiscal quarter which may adversely affect our results of operations, or on occasion, receive settlements that favorably affect results of operations.

However, the outcome of litigation, particularly class action lawsuits and regulatory actions, is difficult to assess or quantify. Plaintiffs in these types of lawsuits may seek recovery of very large or indeterminate amounts and the magnitude of the potential loss relating to such lawsuits may remain unknown for substantial periods of time. The cost to defend future litigation may be significant. Even if a claim is unsuccessful or is not fully pursued, the negative publicity surrounding any negative allegation regarding our company, our business or our products could adversely affect our reputation with existing and potential guests.

As a result, litigation may adversely affect our business, financial condition and results of operations. A large part of our success depends on our ability to execute our strategic plan and to realize our anticipated supply chain efficiencies. Our strategic plan involves a number of initiatives intended to improve our restaurant level economics and enhance guest loyalty.

Our strategic plan involves significant investments in our management team and our restaurants and the success of the strategic plan depends on our ability to successfully implement the plan and realize the projected return on our investment. Our strategy also includes improving our restaurant level economics, and we believe that effective supply chain management will contribute significantly to achieving this goal. However, a failure to successfully implement and realize projected savings from these actions could adversely affect the results of our strategic plan.

Our restaurants are concentrated geographically; if any one of the regions in which our restaurants are located experiences an economic downturn, adverse weather or other material change, our business results may suffer. As a result, our business and our financial or operating results may be materially adversely affected by adverse economic, weather or business conditions in these markets, as well as in other geographic regions in which we operate restaurants.

Table of Contents Any disruption in our supply chain could adversely affect our ability to operate our restaurants. Possible shortages or interruptions in the supply of food items and other supplies to our restaurants could adversely affect the availability, quality and cost of items we buy and the operations of our restaurants. Such disruptions may be caused by inclement weather, natural disasters such as floods, drought and hurricanes, the inability of our vendors to obtain credit in a tightened credit market, food safety warnings or advisories or the prospect of such pronouncements, or other conditions beyond our control.

Our inability to effectively manage supply chain risk could increase our costs and limit the availability of products critical to our restaurant operations. This makes us dependent upon the performance of third-party manufacturers and distributors for the availability and delivery of food and other supplies. Any disruptions to their operations could have a material impact on our future reported results. We rely heavily on technology in our business, and any interruption, failure or breach of security of that technology could negatively affect our ability to effectively operate our business.

If we experience problems with our ability to effectively manage our information systems it could disrupt our operations. Our business depends on information systems that assist us in, among other things, point-of-sale processing in our restaurants, management of our supply chain, financial reporting, various other processes and transactions and maintaining operational efficiencies.

All of these processes depend upon the reliability and capacity of these information systems. These systems include software developed in-house and systems provided by external contractors and other service providers. To the extent that these external contractors or other service providers become insolvent or fail to support the software or systems, our operations could be negatively affected. If we experience a reduction in the performance, reliability, or availability of our information systems, our operations and ability to produce timely and accurate reports could be adversely affected.

Our information systems and applications require continual maintenance, upgrading, and enhancement to meet our operational needs. In addition, damage or interruption from power outages, computer, network and telecommunications failures, computer viruses, a breach of security, catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes, acts of war or terrorism and usage errors by our employees could cause delays in customer service, hinder operational efficiencies, result in a loss of data or require a significant investment to remediate the problem.

If we are unable to successfully implement, maintain, secure, or expand our systems properly, we could suffer from, among other things, operational disruptions and increases in administrative expenses which could affect our results of operations. Failure to comply with current regulatory requirements will result in additional expenses and may adversely affect us.

We remain committed to maintaining high standards of corporate governance and public disclosure. As a result, we intend to invest all reasonably necessary resources to comply with evolving standards, including any standards or regulations approved under the current government administration. This ongoing investment results in continuing support costs included in general and administrative expenses.

We are dependent on attracting and retaining qualified employees. Our performance is dependent on attracting and retaining qualified restaurant employees. Availability of staff varies widely from location to location. Many staff members are in entry-level or part-time positions, typically with high rates of turnover. Even though recent trends in employee turnover have been favorable, if restaurant management and staff turnover were to increase, we could suffer higher direct costs associated with recruiting, training and retaining replacement personnel.

Management turnover as well as general shortages in the labor pool can cause our restaurants to be operated with reduced staff, which negatively affects our ability to provide appropriate service levels to our customers. Competition for qualified employees exerts upward pressure on wages paid to attract such personnel, resulting in higher labor costs, together with greater recruiting and training expenses.

Table of Contents We are dependent upon our senior management team to execute our business strategy. Our operations and our ability to execute our business strategy are highly dependent on the efforts of our senior management team. Many of the members of our senior management team do not have long tenures with us. Although the members of our senior management team have employment agreements with us, these agreements may not provide sufficient incentives for these officers to continue employment with us. The loss of one or more of the members of our senior management team could adversely affect our business.

We do not maintain key man insurance on any of the members of our senior management team. Identification of material weakness in internal control may adversely affect our financial results. Those provisions provide for the identification of material weaknesses in internal control. If such a material weakness is identified, it could indicate a lack of adequate controls to generate accurate financial statements.

We routinely assess our internal controls, but we cannot assure you that we will be able to timely remediate any material weaknesses that may be identified in future periods, or maintain all of the controls necessary for continued compliance. Likewise, we cannot assure you that we will be able to retain sufficient skilled finance and accounting team members, especially in light of the increased demand for such individuals among publicly-traded companies. Changes to estimates related to our property and equipment, or operating results that are lower than our current estimates at certain restaurant locations, may cause us to incur impairment charges on certain long-lived assets.

We make certain estimates and projections with regard to individual restaurant operations, as well as our overall performance in connection with our impairment analyses for long-lived assets. An impairment charge is required when the carrying value of the asset exceeds the estimated fair value or undiscounted future cash flows of the asset.

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The projection of future cash flows used in this analysis requires the use of judgment and a number of estimates and projections of future operating results. If actual results differ from our estimates, additional charges for asset impairments may be required in the future. If impairment charges are significant, our results of operations could be adversely affected. As of that date, our owned and leased properties at these operating locations by concept are as follows:. Stoney River. Restaurant lease expirations range from to , with the majority of the leases providing for an option to renew for additional terms ranging from five years or longer.

All of our restaurant leases provide for a specified annual rental, and some leases call for additional rental based on sales volume at the particular location over specified minimum levels. Generally, our restaurant leases are triple net leases, which require us to pay the cost of insurance, utilities, and taxes. We own our home office that is located in Nashville, Tennessee with approximately 60, square feet. We lease administrative offices of approximately 15, square feet in Woburn, Massachusetts.

In June , we entered into an agreement to outsource food and supply distribution for our Ninety Nine restaurants and to sell related assets at our distribution facility in Bellingham, Massachusetts. We sublet the Bellingham, Massachusetts facility, with approximately 79, square feet of space. Our lease for this facility expires in September Each of the Complaints alleges that the members of the Board of Directors breached their fiduciary duties to shareholders in connection with the sale of the Company.

Each of the Complaints, in addition to seeking other relief, seeks to enjoin the sale of the Company. Table of Contents We do not believe that any of the legal proceedings pending against us as of the date of this report will have a material adverse effect on our liquidity or financial condition.

Not applicable. Fiscal First Quarter. Second Quarter. Third Quarter. Fourth Quarter. Table of Contents. Graph Data Points. Total for the Quarter. Fiscal years , and have been adjusted to reflect the discontinued operations of certain restaurant locations closed during Statement of Operations Data:. Restaurant sales. Commissary sales. Franchise and other revenue. Costs and Expenses:. Cost of restaurant sales:.

Cost of food and beverage. Payroll and benefits.

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Restaurant operating costs. Cost of restaurant sales, exclusive of depreciation and amortization shown separately below. Cost of commissary sales. Advertising and marketing expenses. General and administrative expenses. Depreciation and amortization of property and equipment.

Impairment, disposal and restructuring charges, net 1. Goodwill impairment 2. Pre-opening costs. Loss Income from Operations. Other Expense Income :. Interest expense, net. Other, net. Income Tax Expense Benefit 3. Loss Earnings from Continuing Operations. Balance Sheet Data at end of period :. Working capital deficit. Total assets. Current portion of long-term debt and capitalized lease obligations. Cash dividends per share. In addition, we sold our airplane and incurred other immaterial charges.

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While we believe that we have made progress in these areas, and that the tools we applied, such as our food, labor, and beverage cost management systems, continue to contribute positively to our operating results, we believe that we still have considerable opportunities to improve our financial performance. Going forward, we believe that our primary focus must be on positioning each of our restaurant concepts to increase guest counts, sales, and profitability.

During , each of our concepts produced positive comparable sales for the full year as compared to the prior year, with a 0. Comparable sales at Ninety Nine and Stoney River concepts have produced positive comparable sales growth for six consecutive quarters. Guest counts and average check per guest increased at two of our three restaurant concepts. While sales and average check per guest increased, our comparable guest counts decreased. We also continued our re-training and re-certification program with our restaurant management teams to improve service and execution, which were also aided by a simplified menu.

In addition, we continue to strengthen the management team. At our Ninety Nine restaurants , we continue to focus on our core guests, who we believe appreciate a friendly environment that offers generous portions of high-quality traditional fare at moderate prices. At our Stoney River restaurants , we have focused on broadening the appeal of this brand to a wider audience.

Fiscal years end on the last Sunday of the calendar year. Fiscal years , and each consisted of 52 weeks. We have one reportable segment. Following is an explanation of certain items in our consolidated statements of operations:. Revenues consist primarily of company-operated restaurant sales and, to a lesser extent, royalty and franchise revenue. Restaurant sales include food and beverage sales and are net of applicable state and local sales taxes and discounts. Franchise and other revenue consist of development fees, royalties on sales by franchised units, and royalties on sales of branded food items, particularly salad dressings.

The development fees are recognized during the reporting period in which the developed restaurant begins operation. Revenue resulting from the sale of gift cards is recognized in the period redeemed. A percentage of gift card redemptions, based upon actual experience, is recognized as a reduction in restaurant operating cost for gift cards sold that will not be redeemed. Cost of Food and Beverage primarily consists of the costs of beef, seafood, poultry and alcoholic and non-alcoholic beverages net of vendor discounts and rebates. The three most significant commodities that may affect our cost of food and beverage are beef, seafood, and poultry which accounted for approximately 25 percent, 13 percent and 10 percent, respectively, of our overall cost of food and beverage in fiscal Generally, temporary increases in these costs are not passed on to guests; however, in the past, we have adjusted menu prices to compensate for increased costs of a more permanent nature.

We have various incentive plans that compensate restaurant management for achieving certain restaurant level financial targets and performance goals. Restaurant Operating Costs include occupancy and other expenses at the restaurant level, except property and equipment depreciation and amortization. In addition to occupancy costs, supplies, straight-line rent, supervisory salaries, bonuses, share-based compensation, k and deferred compensation match for multi-unit operational employees, benefits and related expenses, management training salaries, general liability and property insurance, property taxes, utilities, repairs and maintenance, outside services and credit card fees account for the major expenses in this category.

A percentage of gift card redemptions, based upon actual experience, is recognized as a reduction in restaurant operating costs for gift cards sold that will not be redeemed. Advertising and Marketing Expenses include all advertising and marketing-related expenses for the various programs that we utilize to promote traffic and brand recognition for our three restaurant concepts. This category also includes the administrative costs of our marketing departments.

We expense advertising and marketing costs in the year incurred, except for certain advertising production costs that are initially capitalized and subsequently expensed the first time the advertising takes place. General and Administrative Expenses include the costs of the administrative functions that support the existing restaurant base and provide the infrastructure for future growth.

Executive management and support staff salaries, bonuses, share-based compensation, k and deferred compensation match for support employees, benefits, and related expenses, data processing, legal and accounting expenses, changes in the liabilities associated with plan gains or. This category also includes all recruiting, relocation and most severance-related expenses. Depreciation and Amortization, Property and Equipment primarily includes depreciation on property and equipment calculated on a straight-line basis over the estimated useful lives of the respective assets or the lease term plus one renewal term for leasehold improvements, if shorter.

Based on the size of the investment that we make, the economic penalty incurred by discontinuing use of the leased facility, our historical experience with respect to the length of time a restaurant operates at a specific location, and leases that typically have multiple five-year renewal options that are exercised entirely at our discretion, we have concluded that one five-year renewal option is reasonably assured. Impairment, Disposal and Restructuring Charges, net includes asset impairments, either operating or held for sale, severance and other exit costs for closed locations, asset disposals, gains and losses incurred upon the sale of assets, and to a lesser extent, various costs associated with restructuring our supply chain.

Impairment charges are taken for land, buildings and equipment and certain other assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used 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. The impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset.

Impairment charges for assets that are held for sale represent the difference between their current book value and the estimated net sales proceeds. Disposal charges include the costs incurred to prepare the asset or assets for sale, including repair and maintenance; clean up costs; broker commissions; and independent appraisals. Exit and disposal costs are primarily future lease obligations net of expected sublease income, if any, or changes in these net future lease obligations. We evaluate restaurant closures for potential disclosure as discontinued operations based on an assessment of quantitative and qualitative factors, including the nature of the closure, potential for revenue migration to other company-operated and franchised restaurants, planned market development in the area of the closed restaurant, costs shared with open locations, and the significance of the impact on the related consolidated financial statement line items.

Pre-opening Costs represent costs associated with our store opening teams, as well as other costs associated with opening a new restaurant. These costs are expensed as incurred. These costs also include straight-line rent related to leased properties from the period of time between when we have waived any contingencies regarding use of the leased property and the date on which the restaurant opens. The amount of pre-opening costs incurred in any one period includes costs incurred during the period for restaurants opened and under development. Our pre-opening costs may vary significantly from period to period primarily due to the timing of restaurant development and openings.

Pre-opening costs were not material in Pre-opening costs also include training, supply, and other incremental costs necessary to prepare for the re-opening of an existing restaurant as part of re-branding or remodeling initiatives. Income Tax Expense Benefit represents the provision for income taxes, including the impact of permanent tax differences, uncertain tax provisions and valuation allowances on our income tax provision.

Loss from Discontinued Operations, Net includes the operating results of closed locations classified as discontinued operations and impairment, disposal and exit costs related to these restaurants and ongoing real estate, utility and maintenance costs, net of income taxes. Impairment charges are taken for land, buildings and equipment and certain other assets upon closing and are measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset based upon the future highest and best use of the impaired asset.

Exit costs represent activities necessary to close the restaurant, including termination benefits such as severance, contract termination costs, and other contract costs that will remain without future economic benefit, such as operating leases. Remaining operating lease obligations are reduced by estimated sublease rentals that could be reasonably obtained. Table of Contents Results of Operations. The following information should be read in conjunction with our consolidated financial statements and the related notes.

The following table reflects our operating results for fiscal years , , and as a percentage of total revenues unless otherwise indicated. All fiscal years were comprised of 52 weeks. Fiscal year has been adjusted to reflect the discontinued operations of certain restaurant locations closed during Cost of restaurant sales: 1. Impairment, disposal, and restructuring charges, net. Other Expense:. Income Tax Expense Benefit. Loss from Continuing Operations. Loss from Discontinued Operations, net. Net Loss. Table of Contents The following information should be read in conjunction with our consolidated financial statements and the related notes.

The following table reflects the margin performance of each of our concepts for fiscal years , , and as a percentage of restaurant sales for each respective concept. Restaurant Sales:. Cost and expenses 2. Restaurant operating costs 3. Costs of restaurant sales, exclusive of depreciation and amortization.

Ninety Nine Concept:. Stoney River Concept:. Table of Contents The following tables set forth certain unaudited financial and other restaurant data relating to company-owned restaurants, unless otherwise specified. All fiscal years were comprised of 52 weeks and include the operations of certain restaurant locations closed during , which are classified as discontinued operations in the accompanying financial statements.

Number of Restaurants:. In operation, beginning of year. Restaurants closed. In operation, end of year. Ninety Nine Restaurants:. Restaurants opened. Stoney River Restaurants:.


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Average Weekly Sales per Store:. Increase Decrease in Comparable Store Sales 3 :. Average Check per Guest 4 :. The comparison between our financial results in fiscal and our financial results in fiscal was impacted by a number of developments. Comparable store sales and average weekly sales increased at each of our concepts during fiscal as compared to fiscal During we closed two under-performing restaurants. The following discussion of year-over-year results pertains only to those locations included in our continuing operations.

The comparable store sales increase of 0. The 1. The comparable store sales increase of 3. The 3. The comparable store sales increase of 7. The 9. Cost of Food and Beverage. In addition to changes in trends in consumer behavior, we routinely adjust our product offerings, pricing, and promotional incentives among other factors that collectively comprise our product mix during any given period. Table of Contents Payroll and Benefits. Restaurant Operating Costs. Advertising and Marketing Expenses. General and Administrative Expenses.

Depreciation and Amortization. This reduction in depreciation is primarily due to lower carrying values of assets following restaurant impairment charges recognized in prior fiscal years as well as the sale-leaseback transaction completed in the fourth quarter of Impairment, disposal and restructuring charges, net. Pre-opening Costs. There were no pre-opening costs incurred during and in as they were insignificant. There were no new restaurant developments during fiscal or Table of Contents Interest Expense, net.

Income Taxes. Our tax expense includes only the portion associated with continuing operations. This reflects a rate of 5. Loss from Discontinued Operations, Net. During fiscal , we closed nine restaurants that were treated as discontinued operations. Fiscal Year Compared with Fiscal Year We continued to experience declines in comparable store sales and average weekly sales at each of our concepts due to the economic environment, however comparable store sales trends improved in the second half of fiscal as compared to the prior-year period.

The following discussion on year over year results pertains only to those locations included in our continuing operations. We believe these decreases in average check and same store guest visits were due primarily to weak consumer demand caused by the current economic environment. As consumers became more value conscious, we offered a greater variety of lower priced menu options and discounts.

The same-store sales decrease of 4. The same-store sales decrease of 1. Same-store sales decreased 1. The The reduction due to the same-store sales decrease was offset by the fiscal comparative net sales increase resulting from the timing of store openings and closures. Payroll and Benefits. Payroll and benefit costs as a percentage of restaurant sales was essentially flat when compared to fiscal due to the de-leveraging impact of lower average weekly sales offset by net reductions in other payroll and benefits costs. Excluding this severance charge, fiscal general and administrative costs were slightly below fiscal as a percentage of total revenues.

This reduction in depreciation was primarily due to lower carrying values of assets following restaurant impairment charges recognized in fiscal and prior-year periods. Table of Contents Impairment, disposal and restructuring charges, net. This decrease in pre-opening costs was the result of no new restaurant development during the fiscal year.

Interest Expense, net. Our tax benefit includes only the portion associated with continuing operations. This reflects a rate of 6. Table of Contents Liquidity and Capital Resources. Our primary sources of capital have historically been cash provided by operations, borrowings under our credit facilities and capital leases. Our principal capital needs have historically arisen from property and equipment additions, acquisitions, and payments on long-term debt and capitalized lease obligations.

In addition, we lease a substantial number of our restaurants under operating leases and have substantial operating lease obligations. Like many restaurant companies, our working capital has historically had current liabilities in excess of current assets due to collection of our sales being received in four days or less while our typical accounts payable turnover, excluding food invoices, averages thirty days.

We do not believe this indicates a lack of liquidity. We have slowed our restaurant development in recent years in order to focus on improving the performance of our existing restaurants and reducing our debt. We did not open any new company-owned restaurants at any of our concepts in The following table presents a summary of our cash flows for the last three years in thousands :.

Net cash provided by operating activities. Net cash provided by used in investing activities. Net cash used in financing activities. Net decrease increase in cash and cash equivalents. The change in accounts payable is primarily due to the large reduction in payables in due to reductions to credit balances with certain financial institutions, the outsourcing of our Bellingham, Massachusetts distribution operations during , and lower construction payables due to less construction activity at the end of as compared to Partly offsetting the changes in accounts payable were changes in inventory due to the phase out of our Bellingham, Massachusetts distribution operations and the use of inventory resulting from previous buying opportunities.

We believe that our various sources of capital, including cash flow from operating activities, availability under our credit facility, and the ability to acquire additional financing, are adequate to fund our capital requirements for at least the next twelve months. We do not expect to rely on our credit facility as a significant source of funds during fiscal year The maximum adjusted leverage ratio remained at 5.

The fixed charge ratio was 1. The Credit Agreement also reduced the number of company-owned restaurants subject to collateral mortgages from 47 to We have four separate lease agreements that cover an aggregate of 30 of our Ninety Nine restaurants, each of which contains a fixed charge covenant calculation. Each of these groups of restaurants were in compliance with this covenant as of the end of fiscal In fiscal years , and , net cash flows provided by used in investing activities included capital expenditures incurred principally for improvements to existing restaurants and improvements in our information systems.

New restaurant capital expenditures. Remodel capital expenditures. Other capital expenditures. Total capital expenditures. Contractual Obligation. Long-term debt, excluding credit facility. Long-term debt interest 1. Capitalized lease obligations. Operating leases. Uncertain tax positions. Unconditional purchase obligations 2. Total contractual obligations. Line of credit 3. Table of Contents Franchise Arrangements. The franchising arrangement requires us to provide access to certain contractual arrangements that we have with our vendors in order for the franchisee to benefit from those contracts.

The franchisee is also required to pay a franchise fee and marketing fund fee that are based on a percentage of sales. The franchisee is required to pay the remaining amount of the development fees to us as each new restaurant opens. No development fees for new restaurant openings were recognized in fiscal or The remaining development fees paid have been deferred and will be recognized in income as each restaurant opens.

The Operating Agreement requires us to provide access to certain contractual arrangements that we have with our vendors in order for the franchisee to benefit from those contracts. The franchisee is also required to pay a franchise fee that is based on a percentage of sales. Critical Accounting Policies. We prepare our consolidated financial statements in conformity with U. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period see Note 1 to our consolidated financial statements.

Actual results could differ from those estimates. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Judgments and uncertainties affecting the application of those policies may result in materially different amounts being reported under different conditions or using different assumptions. We consider the following policies to be most critical in understanding the judgments that are involved in preparing our consolidated financial statements.

Our critical accounting policies are as follows:. Share-based compensation. Property and equipment, net. Impairment of long-lived assets. Table of Contents Lease Accounting. Our policy for lease accounting involves recognizing rent on a straight-line basis from the time we are committed to a leased property, which is when all contingencies associated with the delivery of the property by the landlord are taken care of, to the end of the estimated lease term, which may include one or more renewal periods. The useful life over which leasehold improvements are depreciated is the shorter of the estimated useful life or the estimated lease term, which may include one or more renewal periods.

We also recognize tenant allowances as a deferred rent liability and amortize them over the estimated lease term, which may include one or more renewal periods. Based upon the size of the investment that we make at a restaurant site, the economic penalty incurred by discontinuing use of the leased facility, our historical experience with respect to the length of time a restaurant operates at a specific location, and leases that typically have multiple five-year renewal options that are exercised entirely at our discretion, we have concluded that one five-year renewal option is reasonably assured.

Share-Based Compensation. Share-based compensation for fiscal years , , and includes compensation expense, recognized over the applicable vesting periods for share-based awards granted prior to these fiscal years, as well as awards granted during these fiscal years. We use the Black-Scholes-Merton option-pricing model to estimate the fair value of stock options on their grant dates.

The Black-Scholes-Merton option pricing model requires various assumptions including the risk free rate, the expected term, the expected dividend yield, and the stock price volatility. If any of these assumptions used in the model change, share-based compensation expense may differ in the future from that recorded in the current period. Compensation expense is recognized for only the portion of options and restricted awards that are expected to vest. Therefore, an estimated forfeiture rate derived from historical employee terminations is applied against share-based compensation expense.

The forfeiture rate is applied on a straight-line basis over the service vesting period for each separately vesting portion of the award as if the award was in-substance, multiple awards. Property and Equipment, net. Our property and equipment are stated at cost and depreciated on a straight-line basis over the following estimated useful lives: building and improvements years; and furniture, fixtures and equipment-3 to 10 years.

Equipment under capital leases is amortized to its expected residual value at the end of the lease term. Gains or losses are recognized upon the disposal of property and equipment, and the asset and related accumulated depreciation and amortization are removed from the accounts. Maintenance, repairs and betterments that do not enhance the value of or increase the life of the assets are expensed as incurred. We capitalize all direct external costs associated with obtaining the land, building and equipment for each new restaurant, as well as construction period interest.

We also capitalize all direct external costs associated with obtaining the dining room and kitchen equipment, signage and other assets and equipment for each re-branded restaurant. In addition, for each new restaurant and re-branded restaurant we also capitalize a portion of the internal direct costs of our real estate and construction department. Table of Contents Inherent in the policies regarding property and equipment are certain significant management judgments and estimates, including useful life, residual value to which the asset is depreciated, the expected value at the end of the lease term for equipment under capital leases, and the determination as to what constitutes enhancing the value of or increasing the life of assets.

These significant estimates and judgments, coupled with the fact that the ultimate useful life and economic value at the end of a lease are typically not known until after the passage of time, through proper maintenance of the asset, or through continued development and maintenance of a given market in which a restaurant operates can, under certain circumstances, produce distorted or inaccurate depreciation and amortization or, in some cases result in a write down of the value of the assets.

Intangible assets with indefinite useful lives are tested for impairment at least annually. The determination of whether this asset is impaired involves significant judgments based upon short-and long-term projections of future sales performance. Impairment of Long-Lived Assets. Long-lived assets and certain identifiable intangible 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 to be held and used is measured by a comparison of the carrying amount of an asset to future net undiscounted cash flows expected to be generated by the asset.

If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets based upon the future highest and best use of the impaired assets. Assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. The cost associated with asset impairments are recorded in the consolidated statement of operations in the financial statement line item impairment, disposal and restructuring charges, net.

The judgments made related to the ultimate expected useful life and our ability to realize undiscounted cash flows in excess of the carrying value of an asset are affected by such issues as ongoing maintenance of the asset, continued development of a given market within which a restaurant operates, including the presence of traffic generating businesses in the area, and our ability to operate the restaurant efficiently and effectively.

We assess the projected cash flows and carrying values at the restaurant level whenever events or changes in circumstances indicate that the long-lived assets associated with a restaurant may not be recoverable. In determining projected cash flows, we make key assumptions regarding sales growth, food and labor and other restaurant operating costs, as well as local market expectations.

In the event that our economic expectations are not met, estimated future cash flows could be negatively impacted, which may result in a material impairment charge. We believe that our accounting policy for impairment of long-lived assets provides reasonable assurance that any assets that are impaired are written down to their fair value and a charge is taken in operating earnings on a timely basis. Long-lived assets are tested for possible impairment each fiscal quarter.


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Table of Contents Income Taxes. We must make estimates of certain items that comprise our income tax provision and the related current and deferred tax liabilities. These estimates include employer tax credits for items such as FICA taxes paid on employee tip income, Work Opportunity and Welfare to Work credits, as well as estimates related to certain depreciation and capitalization policies.

These estimates are made based on the best available information at the time of the provision and historical experience. We file our income tax returns many months after our year end. These returns are subject to audit by various federal, state and local governments several years after the returns are filed and could be subject to differing interpretations of the tax laws.

We are also required to perform an analysis and measure each uncertain tax position. The analysis and measurement requires estimates and interpretations to be made. We base these estimates upon the best available information at that time of the provision and in coordination with our interpretation of existing tax law. As part of the computation of the income tax provision, we identify and measure deferred tax assets and liabilities. We weigh available evidence in determining the realization of deferred tax assets.

Available evidence includes historical, current and future financial performance of the Company. We also consider the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. If we determine it is more likely than not that some portion or the entire deferred tax asset will not be recognized, the deferred tax asset will be reduced by a valuation allowance.

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The deferred tax valuation allowance may be released in future years when we consider that it is more likely than not that some portion or all of the deferred tax assets will be realized. To form a conclusion that some or all of the deferred tax assets will be realized, we will need to generate three-year cumulative pre-tax income, and we will need to periodically evaluate whether or not all available evidence, such as future taxable income and reversal of temporary differences, provides sufficient positive evidence to offset any other potential negative evidence that may exist at such time.

In the event the deferred tax valuation allowance is released, we would record an income tax benefit for the portion or all of the deferred tax valuation allowance released. Recently Issued Accounting Pronouncements. ASU changes certain fair value measurement principles and enhances the disclosure requirements particularly for level 3 fair value measurements. ASU is effective for the Company in its first quarter of fiscal and will be applied prospectively.

The Company is currently evaluating the impact of adopting ASU , but currently believes there will be no significant impact on its consolidated financial statements. Impact of Inflation. A majority of our employees are paid hourly rates related to federal and state minimum wage laws. In addition, most of our leases require us to pay taxes, insurance, maintenance, repairs and utility costs, and these costs are subject to inflationary pressures.

Commodity inflation has had a significant impact on our operating costs. We attempt to offset the effect of inflation through periodic menu price increases, economies of scale in purchasing and cost controls and efficiencies at our restaurants. We are subject to market risk from exposure to changes in interest rates based on our financing, investing and cash management activities and fluctuations in commodity prices. Our fixed-rate debt consists primarily of capitalized lease obligations and our variable-rate debt consists primarily of our credit facility. A significant portion of our debt is at a fixed-rate; therefore a one percent fluctuation in interest rates is not expected to have a material impact on our results of operations.

We purchase certain commodities such as beef, pork, poultry, seafood, produce, and dairy. These commodities are generally purchased based upon market prices established with vendors. These purchase arrangements may contain contractual features that fix the price paid for certain commodities. We do not use financial instruments to hedge commodity prices because these purchase arrangements help control the ultimate cost paid and any commodity price aberrations are generally short-term in nature.

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Notes to the Consolidated Financial Statements. The Board of Directors and Shareholders. In connection with our audits of the consolidated financial statements, we have also audited financial statement schedule II, Valuation and Qualifying Accounts. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.

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An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.

We believe that our audits provide a reasonable basis for our opinion. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

Current Assets:. Cash and cash equivalents. Assets held for sale. Other current assets. Total current assets. Trade names and other intangible assets. Other assets. Total Assets. Current Liabilities:. Trade accounts payable. Accrued payroll and related expenses. Accrued expenses. Deferred revenue. Federal, state and local taxes. Total current liabilities. Deferred income taxes. Deferred gain on sale-leasebacks. Other liabilities. Long-term debt and capitalized lease obligations, less current portion. Retained earnings.

See accompanying notes to the consolidated financial statements. Cost of restaurant sales, exclusive of depreciation and. Net Loss Attributable to Common Shareholders.

Comprehensive loss:. Net loss. Noncontrolling interest, net. Shares tendered and retired for minimum tax withholdings. Share-based compensation expense. Excess tax benefit from share-based payments. Dividends paid. Cash Flows from Operating Activities:. Adjustments to reconcile net loss to net cash provided by operating activities:.

Amortization of debt issuance costs and swap termination payments, net. Limited to stock on hand. Void where prohibited. Exclusions subject to change. See Team Member for details. Must purchase a moulding from the collection s listed. May not be applied to prior purchases or combined with any other coupon, sale or discount.

Offers may vary by location. See a Custom Frame Personal Designer for details. Click the offer boxes to see full terms of offer. Some advertised items may not be available at all locations. Percent off discounts are off original ticketed price. All credit cards may not be accepted at all stores. Regular prices may vary. Typographic, photographic and printing errors are subject to correction at the store level.

Due to the seasonal nature of our products, quantities may be limited and there may be no rain checks issued. We reserve the right to limit quantities. See Coupon Policy for exclusions. See Shipping Policy for details.

Michaels Coupon Alert! 20% & 30% off total purchase.

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