EX-99.1 2 d648540dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

Bojangles’, Inc. – Fiscal Year 2018

Third Fiscal Quarter 2018 Results

 

LOGO

For Investor Relations Inquiries:

Raphael Gross of ICR

203.682.8253

For Media Inquiries:

Brian Little of Bojangles’ Restaurants, Inc.

704.519.2118

Bojangles’, Inc. Reports Financial Results for its Third Fiscal Quarter 2018

Returns to Positive System-Wide Comparable Restaurant Sales

Provides Update on its Restaurant Portfolio Optimization Program

CHARLOTTE, N.C. — (Globe Newswire) — November 8, 2018 Bojangles’, Inc. (Bojangles’) (NASDAQ: BOJA) today announced financial results for the 13-week third fiscal quarter ended September 30, 2018. Bojangles’ also provided an update on its restaurant portfolio optimization program.

Highlights for the Third Fiscal Quarter 2018 Compared to the Third Fiscal Quarter 2017*

 

   

System-wide comparable restaurant sales increased 0.4%, while company-operated comparable restaurant sales increased 0.1% and franchised comparable restaurant sales increased 0.7%;

 

   

Total revenues increased to $138.7 million from $136.0 million in the prior year fiscal quarter;

 

   

Five system-wide restaurants were opened, consisting of one company-operated restaurant and four franchised restaurants;

 

   

Net loss was $2.7 million (reflecting after-tax charges of $9.8 million related to our restaurant portfolio optimization program) as compared to net income of $6.9 million in the prior year fiscal quarter;

 

   

Diluted Net Loss per Share was $0.07 (reflecting after-tax charges of $0.27 per share related to our restaurant portfolio optimization program) as compared to Diluted Net Income per Share of $0.18 in the prior year fiscal quarter;

 

   

Adjusted Net Income** increased to $8.1 million as compared to $6.5 million in the prior year fiscal quarter;

 

   

Adjusted Diluted Net Income per Share** increased to $0.21 as compared to $0.17 in the prior year fiscal quarter; and

 

   

Adjusted EBITDA** increased to $16.5 million as compared to $16.1 million in the prior year fiscal quarter.

 

*

Certain amounts for the third fiscal quarter of 2017 have been restated to reflect the adoption of the new revenue recognition standard. See “Adoption of New Accounting Standard” for further details.

**

Descriptions of Adjusted Net Income, Adjusted Diluted Net Income per Share, Adjusted EBITDA and other non-GAAP financial measures are provided in this release under “Use and Definition of Non-GAAP Measures,” and reconciliations to GAAP figures are provided in the tables at the end of this release.

“We are pleased the Bojangles’® system returned to positive comparable restaurant sales during the third fiscal quarter despite the negative impact associated with Hurricane Florence in September,” said Bojangles’ Interim President and CEO Randy Kibler.

“We believe our back to basics strategy of operating ‘well-run restaurants’ is elevating customer perceptions of Bojangles’. We are enhancing customers’ total brand experience through staffing and training initiatives, improving speed of service at the drive-thru, promoting high-quality signature menu items with value messaging, and building out our technological capabilities to support the use of our new mobile app and delivery test,” concluded Mr. Kibler.

Third Fiscal Quarter 2018 Financial Review

System-wide comparable restaurant sales increased 0.4%, consisting of a 0.1% increase in company-operated comparable restaurant sales and an increase of 0.7% in franchised comparable restaurant sales. The comparable restaurant sales increase at company-operated restaurants was composed of increases in price and mix that were partially offset by a decrease in transactions.


Bojangles’, Inc. – Fiscal Year 2018    Page 2 of 11
Third Fiscal Quarter 2018 Results   

 

Total revenues increased 1.9% to $138.7 million in the third fiscal quarter of 2018 from $136.0 million in the prior year fiscal quarter. The increase was due to a net additional 10 system-wide restaurants at September 30, 2018 compared to September 24, 2017 and an increase in system-wide comparable restaurant sales.

Company-operated restaurant revenues increased 1.4% to $128.0 million in the third fiscal quarter of 2018 from $126.2 million in the prior year fiscal quarter. Franchise royalty revenues increased 2.2% to $7.2 million in the third fiscal quarter of 2018 from $7.0 million in the prior year fiscal quarter.

Operating loss was $2.6 million in the third fiscal quarter of 2018 (reflecting pre-tax charges of $13.0 million related to our restaurant portfolio optimization program) as compared to Operating income of $10.6 million in the prior year fiscal quarter.

Company-operated restaurant contribution, a non-GAAP measure, increased 3.3% to $18.2 million in the third fiscal quarter of 2018 as compared to $17.6 million in the prior year fiscal quarter. As a percentage of company-operated restaurant revenues, company-operated restaurant contribution margin, a non-GAAP measure, increased to 14.2% in the third fiscal quarter of 2018 from 13.9% in the prior year fiscal quarter.

General and administrative expenses were $11.2 million in the third fiscal quarter of 2018 as compared to $9.8 million in the prior year fiscal quarter. The increase was due primarily to $1.0 million of professional and consulting fees associated with exploring strategic alternatives, $0.2 million of executive and officer separation expenses, as well as inflationary increases in wages. These were partially offset by $0.3 million of expense recorded during the third fiscal quarter 2017 in connection with the identification and due diligence of potential new locations for company-operated restaurants that we ultimately decided not to pursue. As a percentage of total revenues, general and administrative expenses were 8.1% in the third fiscal quarter of 2018 as compared to 7.2% in the prior year fiscal quarter.

Impairment expenses were $0.7 million in the third fiscal quarter of 2018 as compared to $0.1 million in the prior year fiscal quarter. The increase was due to more restaurants being impaired in the third fiscal quarter of 2018 versus the third fiscal quarter of 2017.

Restaurant closures and refranchising costs and related asset write-downs were $13.0 million in the third fiscal quarter of 2018 and primarily reflect $11.8 million in charges incurred related to ten company-operated restaurants that were closed in the third fiscal quarter of 2018 and $0.9 million of additional impairments to write-down assets to their estimated fair value related to our planned refranchising of 25 to 30 company-operated restaurants in fiscal year 2019.

Net Loss was $2.7 million (reflecting after-tax charges of $9.8 million related to our restaurant portfolio optimization program) in the third fiscal quarter of 2018 as compared to Net Income of $6.9 million in the prior year fiscal quarter. Diluted Net Loss per Share was $0.07 (reflecting after-tax charges of $0.27 per share related to our restaurant portfolio optimization program) in the third fiscal quarter of 2018 as compared to Diluted Net Income per Share of $0.18 in the prior year fiscal quarter.

Adjusted Net Income, a non-GAAP measure, increased 23.3% to $8.1 million in the third fiscal quarter of 2018 as compared to $6.5 million in the prior year fiscal quarter. Adjusted Diluted Net Income per Share increased 23.5% to $0.21 in the third fiscal quarter of 2018 as compared to $0.17 in the prior year fiscal quarter.

Adjusted EBITDA, a non-GAAP measure, increased 2.1% to $16.5 million in the third fiscal quarter of 2018 as compared to $16.1 million in the prior year fiscal quarter.


Bojangles’, Inc. – Fiscal Year 2018    Page 3 of 11
Third Fiscal Quarter 2018 Results   

 

Restaurant Portfolio Optimization Program

Bojangles’ continued executing its restaurant portfolio optimization program during the third fiscal quarter of 2018 and intends to make further progress over the coming year. The program includes identifying company-operated restaurants that may be refranchised and underperforming company-operated restaurants that would be closed.

 

   

Bojangles’ closed 10 underperforming company-operated restaurants during the third fiscal quarter of 2018. As a result, we recorded a provision for closed stores of $11.8 million, net of amounts previously accrued, on the cease use date representing an estimate of the remaining obligations pursuant to non-cancelable leases, net of estimated sublease income.

 

   

Bojangles’ refranchised two company-operated restaurants during the second fiscal quarter of 2018 and anticipates refranchising approximately 25 to 30 company-operated restaurants in Tennessee and Georgia to one of its largest franchisees. In connection with the expected refranchising of these 25 to 30 company-operated restaurants, we recorded an additional impairment charge of $0.9 million during the third fiscal quarter of 2018 related to the write-down of the assets to their estimated fair value. In addition, we expect to incur a pre-tax charge of $4.0 million to $5.0 million related to anticipated losses on operating leases associated with this potential refranchising transaction. The transaction, which remains subject to final negotiation and execution of a definitive sale and purchase agreement, due diligence and customary closing conditions, is expected to close in fiscal year 2019. Should this potential refranchising transaction fail to close, we will reassess our options under the restaurant portfolio optimization program.

Adoption of New Accounting Standard

In May 2014, the Financial Accounting Standards Board issued new guidance for revenue recognition related to contracts with customers, which supersedes nearly all existing revenue recognition guidance. We adopted this new guidance in fiscal year 2018 using the full retrospective transition method, which resulted in restating each prior reporting period presented in the year of adoption, including the third fiscal quarter of 2017. The adoption did not have a material impact on Company-operated restaurant revenues or Franchise royalty revenues. The new guidance requires Bojangles’ to recognize initial and renewal franchisee fees on a straight-line basis over the life of the franchise agreement, which impacts Other franchise revenues. In addition, funds contributed by franchisees to the advertising funds actively managed by Bojangles’, as well as the associated advertising fund expenditures, are reported on a gross basis, and the advertising fund revenues and expenses may be reported in different periods. See tables at the end of this release for details related to the impact of the adoption of the new revenue recognition standard on our previously reported results.

Agreement to be Acquired

On November 6, 2018, Bojangles’ announced that the Company has entered into a definitive agreement to be acquired by Durational Capital Management LP and The Jordan Company, L.P. Under the terms of the agreement, Durational Capital Management LP and The Jordan Company, L.P. will acquire the Company in an all cash transaction. Bojangles’ stockholders will receive $16.10 per share. The acquisition, which has been unanimously approved by Bojangles’ Board of Directors, is subject to stockholder approval and other customary closing conditions. The transaction is expected to be completed in the first quarter of fiscal year 2019.

In light of the pending transaction, Bojangles’ has withdrawn its fiscal year 2018 guidance and will not host a conference call to discuss its third fiscal quarter earnings results.

About Bojangles’, Inc.

Bojangles’, Inc. is a highly differentiated and growing restaurant operator and franchisor dedicated to serving customers high-quality, craveable food made from our Southern recipes, including breakfast served All Day, Every Day. Founded in 1977 in Charlotte, N.C., Bojangles’ serves menu items such as made-from-scratch biscuit breakfast sandwiches, delicious hand-breaded bone-in chicken, flavorful fixin’s (sides) and Legendary Iced Tea®. At September 30, 2018, Bojangles’ had 759 system-wide restaurants, of which 316 were company-operated and 443 were franchised restaurants, primarily located in the Southeastern United States. For more information, visit www.bojangles.com or follow Bojangles’ on Facebook, Instagram and Twitter.


Bojangles’, Inc. – Fiscal Year 2018    Page 4 of 11
Third Fiscal Quarter 2018 Results   

 

Use and Definition of Non-GAAP Measures

We utilize certain non-GAAP measures when assessing the operational strength and the performance of our business. We believe these non-GAAP measures assist our board of directors, management and investors in comparing our operating performance, on a consistent basis from period to period, by isolating the effects of certain items that vary from period to period without any correlation to core operating performance or that vary significantly among similar companies. Bojangles’ cautions that non-GAAP measures should be considered in addition to, but not as a substitute for, reported GAAP results.

Company-operated restaurant contribution represents our operating income excluding the impact of franchise royalty revenues, franchise marketing and co-op advertising fund contribution revenues and associated costs, properties and equipment rental revenues, other franchise revenues, general and administrative expenses, costs associated with properties and equipment rentals, depreciation and amortization, impairment, restaurant closures and refranchising costs and related asset write-downs and loss (gain) on disposal of property and equipment and other, as identified by the reconciliation table below. Company-operated restaurant contribution margin is defined as company-operated restaurant contribution as a percentage of company-operated restaurant revenues. Company-operated restaurant contribution and company-operated restaurant contribution margin are supplemental measures of operating performance of our company-operated restaurants and our calculations thereof may not be comparable to those reported by other companies. Company-operated restaurant contribution and company-operated restaurant contribution margin have limitations as analytical tools and should not be considered in isolation or as substitutes for analysis of our results as reported under GAAP. Included with the reconciliations to GAAP figures provided in the tables at the end of this release is a reconciliation of our operating income to our company-operated restaurant contribution.

Adjusted Net Income represents company net income before items that we do not consider representative of our ongoing operating performance as identified in the reconciliation table below. Adjusted Diluted Net Income per Share represents company diluted net income per share before items that we do not consider representative of our ongoing operating performance as identified in the reconciliation table below.

EBITDA represents company net income before interest expense (net of interest income), provision for income taxes and depreciation and amortization. Adjusted EBITDA represents company net income before interest expense (net of interest income), provision for income taxes, depreciation and amortization, items that we do not consider representative of our ongoing operating performance and certain non-cash items, as identified in the reconciliation table below.

Adjusted Net Income, Adjusted Diluted Net Income per Share, EBITDA and Adjusted EBITDA are supplemental measures of our performance that are neither required by, nor presented in accordance with, GAAP. Adjusted Net Income, Adjusted Diluted Net Income per Share, EBITDA and Adjusted EBITDA are not measurements of our financial performance under GAAP and should not be considered as alternatives to net income, operating income or any other performance measures derived in accordance with GAAP or as alternatives to cash flow from operating activities as a measure of our liquidity. Adjusted Net Income, Adjusted Diluted Net Income per Share, EBITDA and Adjusted EBITDA have limitations as analytical tools, and should not be considered in isolation, or as substitutes for analysis of our results as reported under GAAP. In addition, in evaluating Adjusted Net Income, Adjusted Diluted Net Income per Share, EBITDA and Adjusted EBITDA, you should be aware that in the future we will incur expenses or charges such as those added back to calculate Adjusted Net Income, Adjusted Diluted Net Income per Share, EBITDA and Adjusted EBITDA.

Forward-Looking Statements

This release contains forward-looking statements. All statements other than statements of historical or current facts included in this release are forward-looking statements. Forward-looking statements discuss our current expectations, projections and guidance relating to our financial condition, results of operations, plans, objectives, future performance and business. These statements may be preceded by, followed by or include the words “aim,” “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “intend,” “outlook,” “plan,” “potential,” “project,” “projection,” “seek,” “may,” “could,” “would,” “will,” “should,” “can,” “can have,” “likely,” the negatives thereof and other words and terms of similar meaning.

Forward-looking statements are inherently subject to risks, uncertainties and assumptions; they are not guarantees of performance. Actual results may differ materially from these expectations due to risks relating to, among other


Bojangles’, Inc. – Fiscal Year 2018    Page 5 of 11
Third Fiscal Quarter 2018 Results   

 

risks, our vulnerability to changes in consumer preferences and economic conditions; our ability to open restaurants in new and existing markets and expand our franchise system; our ability to successfully effect our restaurant portfolio optimization program on a timely basis; our ability to generate comparable restaurant sales growth; financial or other difficulties, which could cause our restaurants and our franchisees’ restaurants to close; our ability to generate increased sales or profits from new menu items, advertising campaigns, changes in discounting strategy, technology initiatives or restaurant designs and remodels; cancellation of or delay in anticipated future restaurant openings; our reliance on, limited degree of control over and potential responsibility for, our franchisees; increases in the cost of chicken, pork, dairy, wheat, corn and other products; our ability to compete successfully with other quick-service and fast-casual restaurants; our vulnerability to conditions in the Southeastern United States; negative publicity, whether or not valid; concerns about food safety and quality and about food-borne illnesses, including adverse public perception due to the occurrence of avian flu, swine flu or other food-borne illnesses, such as salmonella, E. coli, or others; changes in employment and labor laws; labor shortages and increases in labor costs; the impact of litigation, including wage and hour class action lawsuits; and our dependence upon frequent and timely deliveries of restaurant food and other supplies. In addition, actual results may vary materially from those expressed or implied by forward-looking statements based on a number of factors related to the pending acquisition of the Company, including, without limitation (1) risks related to the consummation of the merger, including the risks that (a) the merger may not be consummated within the anticipated time period, or at all, (b) the parties may fail to obtain stockholder approval of the merger agreement, (c) the parties may fail to secure the termination or expiration of any waiting period applicable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (d) other conditions to the consummation of the merger under the merger agreement may not be satisfied, and (e) the significant limitations on remedies contained in the merger agreement may limit or entirely prevent Bojangles’ from specifically enforcing obligations of Walker Parent, Inc., an investment vehicle of Durational Capital Management LP and The Jordan Company, L.P. (Parent) under the merger agreement or recovering damages for any breach by Parent; (2) the effects that any termination of the merger agreement may have on Bojangles’ or its business, including the risks that (a) Bojangles’ stock price may decline significantly if the merger is not completed, (b) the merger agreement may be terminated in circumstances requiring Bojangles’ to pay Parent a termination fee, or (c) the circumstances of the termination, including the possible imposition of a 12-month tail period during which the termination fee could be payable upon certain subsequent transactions, may have a chilling effect on alternatives to the merger; (3) the effects that the announcement or pendency of the merger may have on Bojangles’ and its business, including the risks that as a result (a) Bojangles’ business, operating results or stock price may suffer, (b) Bojangles’ current plans and operations may be disrupted, (c) Bojangles’ ability to retain or recruit key employees may be adversely affected, (d) Bojangles’ business relationships (including, customers, franchisees and suppliers) may be adversely affected, or (e) Bojangles’ management’s or employees’ attention may be diverted from other important matters; (4) the effect of limitations that the merger agreement places on Bojangles’ ability to operate its business, return capital to stockholders or engage in alternative transactions; (5) the nature, cost and outcome of pending and future litigation and other legal proceedings, including any such proceedings related to the merger and instituted against Bojangles’ and others; and (6) the risk that the merger and related transactions may involve unexpected costs, liabilities or delays. For further details and discussion of these and other risks and uncertainties, see our Annual Report on Form 10-K for the fiscal year ended December 31, 2017, which was filed with the SEC on March 8, 2018, and which is available at www.sec.gov. You should not place undue reliance on these statements. We have based these forward-looking statements on our current expectations and projections about future events. Although we believe that our assumptions made in connection with the forward-looking statements are reasonable, we cannot assure you that the assumptions and expectations will prove to be correct.

All forward-looking statements are expressly qualified in their entirety by the foregoing cautionary statements. In addition, all forward-looking statements speak only as of the date of this earnings release. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise other than as required under the federal securities laws.


Bojangles’, Inc. – Fiscal Year 2018    Page 6 of 11
Third Fiscal Quarter 2018 Results   

 

BOJANGLES’, INC. AND SUBSIDIARIES

Unaudited Condensed Consolidated Balance Sheets

(in thousands)

 

     September 30,     December 31,  
     2018     2017 (a)  

Assets

    

Current assets:

    

Cash and cash equivalents

   $ 16,020       14,052  

Accounts and vendor receivables, net

     4,081       5,863  

Accounts receivable, related parties, net

     543       553  

Inventories, net

     2,841       3,619  

Other current assets

     12,588       2,408  
  

 

 

   

 

 

 

Total current assets

     36,073       26,495  

Property and equipment, net

     38,164       49,423  

Goodwill

     161,140       161,140  

Brand

     290,500       290,500  

Franchise rights, net

     20,284       23,146  

Favorable leases, net

     429       688  

Other noncurrent assets

     4,292       4,076  
  

 

 

   

 

 

 

Total assets

   $ 550,882       555,468  
  

 

 

   

 

 

 

Liabilities and Stockholders’ Equity

    

Current liabilities:

    

Accounts payable

   $ 12,130       12,956  

Accrued expenses

     24,922       17,797  

Current maturities of capital lease obligations

     8,472       8,502  

Other current liabilities

     4,047       934  
  

 

 

   

 

 

 

Total current liabilities

     49,571       40,189  

Long-term debt, less current maturities and deferred debt issuance costs, net

     97,842       123,376  

Deferred income taxes

     64,430       70,210  

Capital lease obligations, less current maturities

     18,619       22,434  

Noncurrent closed store obligation

     11,316       125  

Other noncurrent liabilities

     17,504       17,107  
  

 

 

   

 

 

 

Total liabilities

     259,282       273,441  
  

 

 

   

 

 

 

Stockholders’ equity:

    

Preferred stock

     —         —    

Common stock

     379       370  

Treasury stock

     (4,859     (2,000

Additional paid-in capital

     136,830       128,895  

Retained earnings

     158,625       154,306  

Accumulated other comprehensive income

     625       456  
  

 

 

   

 

 

 

Total stockholders’ equity

     291,600       282,027  
  

 

 

   

 

 

 

Total liabilities and stockholders’ equity

   $ 550,882       555,468  
  

 

 

   

 

 

 

 

(a)

Adjusted to reflect the retrospective adoption of Accounting Standards No. 2014-09, Revenue from Contracts with Customers.


Bojangles’, Inc. – Fiscal Year 2018    Page 7 of 11
Third Fiscal Quarter 2018 Results   

 

BOJANGLES’, INC. AND SUBSIDIARIES

Unaudited Condensed Consolidated Statements of Operations

(in thousands, except per share amounts)

 

     Thirteen Weeks Ended     Thirty-Nine Weeks Ended  
     September 30,     September 24,     September 30,     September 24,  
     2018     2017 (a)     2018     2017 (a)  

Revenues:

        

Company-operated restaurant revenues

   $  127,958       126,207       385,066       378,048  

Franchise royalty revenues

     7,174       7,018       21,177       20,509  

Franchise marketing and co-op advertising contribution revenues

     2,830       2,725       8,285       7,982  

Properties and equipment rental revenues

     611       —         1,697       —    

Other franchise revenues

     94       92       437       217  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total revenues

     138,667       136,042       416,662       406,756  
  

 

 

   

 

 

   

 

 

   

 

 

 

Restaurant operating expenses:

        

Company-operated restaurant food and supplies costs

     40,381       40,525       121,086       119,208  

Company-operated restaurant labor costs

     38,094       37,081       114,088       110,365  

Company-operated restaurant operating costs

     31,314       31,009       94,196       90,441  

Company-operated restaurant depreciation and amortization

     2,589       3,501       9,518       10,082  

Franchise marketing and co-op advertising costs

     2,830       2,725       8,285       7,982  

Costs associated with properties and equipment rentals

     428       —         1,144       —    
  

 

 

   

 

 

   

 

 

   

 

 

 

Total restaurant operating expenses

     115,636       114,841       348,317       338,078  
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating income before other operating expenses

     23,031       21,201       68,345       68,678  
  

 

 

   

 

 

   

 

 

   

 

 

 

Other operating expenses:

        

General and administrative

     11,202       9,814       32,705       28,584  

Depreciation and amortization

     616       747       1,946       2,225  

Impairment

     734       126       6,419       1,123  

Restaurant closures and refranchising costs and related asset write-downs

     12,996       —         16,342       —    

Loss (gain) on disposal of property and equipment and other

     47       (135     (46     (238
  

 

 

   

 

 

   

 

 

   

 

 

 

Total other operating expenses

     25,595       10,552       57,366       31,694  
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating (loss) income

     (2,564     10,649       10,979       36,984  

Amortization of deferred debt issuance costs

     (162     (147     (466     (440

Interest income

     —         2       2       15  

Interest expense

     (1,354     (1,495     (4,584     (4,776
  

 

 

   

 

 

   

 

 

   

 

 

 

(Loss) income before income taxes

     (4,080     9,009       5,931       31,783  

Income tax benefit (expense)

     1,368       (2,120     (1,514     (8,918
  

 

 

   

 

 

   

 

 

   

 

 

 

Net (loss) income

   $ (2,712     6,889       4,417       22,865  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net (loss) income per share:

        

Basic

   $ (0.07     0.19       0.12       0.62  
  

 

 

   

 

 

   

 

 

   

 

 

 

Diluted

   $ (0.07     0.18       0.12       0.59  
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average shares used in computing net (loss) income per share:

        

Basic

     36,897       37,012       36,795       36,760  
  

 

 

   

 

 

   

 

 

   

 

 

 

Diluted

     36,897       38,475       38,221       38,561  
  

 

 

   

 

 

   

 

 

   

 

 

 

 

(a)

Adjusted to reflect the retrospective adoption of Accounting Standards No. 2014-09, Revenue from Contracts with Customers.


Bojangles’, Inc. – Fiscal Year 2018    Page 8 of 11
Third Fiscal Quarter 2018 Results   

 

BOJANGLES’, INC. AND SUBSIDIARIES

Unaudited Condensed Consolidated Statements of Cash Flows

(in thousands)

 

     Thirty-Nine Weeks Ended  
     September 30,     September 24,  
     2018     2017 (a)  

Cash flows from operating activities:

    

Net income

   $ 4,417       22,865  

Adjustments to reconcile net income to net cash provided by operating activities:

    

Deferred income tax benefit

     (5,803     (1,289

Depreciation and amortization

     11,464       12,307  

Amortization of deferred debt issuance costs

     466       440  

Impairment

     6,419       1,123  

Gain on disposal of property and equipment and other

     (46     (238

Provision for doubtful accounts

     529       3  

(Benefit) provision for inventory spoilage

     (25     18  

Asset write-downs, net of gains, related to refranchising

     4,240       —    

Provision for closed and refranchised stores

     11,770       —    

Stock-based compensation

     1,899       1,185  

Changes in operating assets and liabilities

     6,416       404  
  

 

 

   

 

 

 

Net cash provided by operating activities

     41,746       36,818  
  

 

 

   

 

 

 

Cash flows from investing activities:

    

Purchases of property and equipment

     (5,812     (7,476

Proceeds from disposition of property and equipment

     41       148  

Proceeds from capital lease subleases

     116       —    
  

 

 

   

 

 

 

Net cash used in investing activities

     (5,655     (7,328
  

 

 

   

 

 

 

Cash flows from financing activities:

    

Principal payments on long-term debt

     (26,000     (22,357

Stock option exercises

     1,256       2,343  

Vesting of restricted stock units

     (225     (103

Purchases of treasury stock

     (2,859     —    

Principal payments on capital lease obligations

     (6,295     (5,549
  

 

 

   

 

 

 

Net cash used in financing activities

     (34,123     (25,666
  

 

 

   

 

 

 

Net increase in cash and cash equivalents

     1,968       3,824  

Cash and cash equivalents balance, beginning of fiscal period

     14,052       13,898  
  

 

 

   

 

 

 

Cash and cash equivalents balance, end of fiscal period

   $ 16,020       17,722  
  

 

 

   

 

 

 

 

(a)

Adjusted to reflect the retrospective adoption of Accounting Standards No. 2014-09, Revenue from Contracts with Customers.


Bojangles’, Inc. – Fiscal Year 2018    Page 9 of 11
Third Fiscal Quarter 2018 Results   

 

BOJANGLES’, INC. AND SUBSIDIARIES

Unaudited Reconciliation of Net (Loss) Income to Adjusted Net Income

(in thousands)

 

     Thirteen Weeks Ended     Thirty-Nine Weeks Ended  
     September 30,     September 24,     September 30,     September 24,  
     2018     2017 (a)     2018     2017 (a)  

Net (loss) income

   $ (2,712     6,889       4,417       22,865  
  

 

 

   

 

 

   

 

 

   

 

 

 

Certain professional, transaction and other costs (b)

     1,010       —         1,263       3  

Payroll taxes associated with stock option exercises (c)

     62       24       92       122  

Executive and officer separation expenses (d)

     164       —         1,198       551  

Modification of equity awards in connection with executive separation (e)

     —         —         551       —    

Restaurant closures and refranchising costs and related asset write-downs (f)

     12,996       —         16,342       —    

Adjustments to deferred tax assets associated with executive compensation (g)

     —         —         779       —    

State income tax rate change (h)

     —         (367     —         (367

Tax impact of adjustments (i)

     (3,461     (9     (4,729     (253
  

 

 

   

 

 

   

 

 

   

 

 

 

Total adjustments

     10,771       (352     15,496       56  
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted Net Income

   $ 8,059       6,537       19,913       22,921  
  

 

 

   

 

 

   

 

 

   

 

 

 

 

BOJANGLES’, INC. AND SUBSIDIARIES

Unaudited Reconciliation of Diluted Net (Loss) Income Per Share to Adjusted Diluted Net Income Per Share

 

 

 

     Thirteen Weeks Ended     Thirty-Nine Weeks Ended  
     September 30,     September 24,     September 30,     September 24,  
     2018     2017 (a)     2018     2017 (a)  

Diluted net (loss) income per share

   $ (0.07     0.18       0.12       0.59  
  

 

 

   

 

 

   

 

 

   

 

 

 

Certain professional, transaction and other costs (b)

     0.03       —         0.03       —    

Payroll taxes associated with stock option exercises (c)

     —         —         —         —    

Executive and officer separation expenses (d)

     —         —         0.03       0.02  

Modification of equity awards in connection with executive separation (e)

     —         —         0.01       —    

Restaurant closures and refranchising costs and related asset write-downs (f)

     0.34       —         0.43       —    

Adjustments to deferred tax assets associated with executive compensation (g)

     —         —         0.02       —    

State income tax rate change (h)

     —         (0.01     —         (0.01

Tax impact of adjustments (i)

     (0.09     —         (0.12     (0.01
  

 

 

   

 

 

   

 

 

   

 

 

 

Total adjustments

     0.28       (0.01     0.40       —    
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted Diluted Net Income per Share

   $ 0.21       0.17       0.52       0.59  
  

 

 

   

 

 

   

 

 

   

 

 

 

 

(a)

Adjusted to reflect the retrospective adoption of Accounting Standards No. 2014-09, Revenue from Contracts with Customers.

(b)

Includes costs associated with third-party consultants for special projects, exploring strategic alternatives and public offering expenses. We expect to incur additional expenses in connection with the strategic alternatives process through the first fiscal quarter of 2019. We could incur similar expenses in future periods if we commence additional public offerings, financing transactions or other special projects.

(c)

Represents payroll taxes associated with stock option exercises related to stock options that were outstanding prior to our initial public offering. We expect to incur similar expenses in future periods when stock options that were outstanding prior to our initial public offering are exercised.

(d)

Represents severance and legal fees associated with former executives and officers departing the Company.

(e)

Represents net non-cash, stock-based compensation recorded in connection with the modification of certain equity awards associated with a former executive departing the Company.

(f)

Primarily represents closed store reserves, the accretion of the present value of our rent obligations and ongoing maintenance and utilities costs related to company-operated restaurants we have previously closed, as well as impairment related to the write-down of assets associated with company-operated restaurants we expect to refranchise and the gain on the refranchise of company-operated restaurants. We expect to continue to incur similar expenses in future periods as we record the accretion of the present value of our rent obligations and ongoing maintenance and utilities costs related to closed company-operated restaurants, and could incur additional costs in future periods if we identify other company-operated restaurants that will be closed or refranchised.

(g)

In connection with a former executive departing the Company and the associated modification of equity awards, certain compensation costs related to the executive are no longer expected to be deductible for income tax purposes. Accordingly, we recorded adjustments to previously recorded deferred tax assets. We could record similar adjustments in future periods if any of the compensation costs are ultimately deductible for income tax purposes.

(h)

As a result of the enacted reductions to the North Carolina corporate income tax rate during the thirteen weeks ended September 24, 2017, we adjusted our deferred income taxes by applying the lower rate, which resulted in a corresponding decrease to income tax expense.

(i)

Represents the income tax expense associated with the adjustments in (b) through (h) that are deductible for income tax purposes.


Bojangles’, Inc. – Fiscal Year 2018    Page 10 of 11
Third Fiscal Quarter 2018 Results   

 

BOJANGLES’, INC. AND SUBSIDIARIES

Unaudited Reconciliation of Net (Loss) Income to EBITDA and Adjusted EBITDA

(in thousands)

 

     Thirteen Weeks Ended      Thirty-Nine Weeks Ended  
     September 30,     September 24,      September 30,      September 24,  
     2018     2017 (a)      2018      2017 (a)  

Net (loss) income

   $ (2,712     6,889        4,417        22,865  

Income taxes

     (1,368     2,120        1,514        8,918  

Interest expense, net

     1,354       1,493        4,582        4,761  

Depreciation and amortization (b)

     3,367       4,395        11,930        12,747  
  

 

 

   

 

 

    

 

 

    

 

 

 

EBITDA

     641       14,897        22,443        49,291  

Non-cash rent (c)

     287       321        997        1,090  

Stock-based compensation (d)

     501       505        1,899        1,185  

Payroll taxes associated with stock option exercises (e)

     62       24        92        122  

Preopening expenses (f)

     49       302        285        1,026  

Certain professional, transaction and other costs (g)

     1,010       —          1,263        3  

Executive and officer separation expenses (h)

     164       —          1,198        551  

Impairment and dispositions (i)

     782       99        6,414        1,033  

Restaurant closures and refranchising costs and related asset write-downs (j)

     12,996       —          16,342        —    
  

 

 

   

 

 

    

 

 

    

 

 

 

Adjusted EBITDA

   $ 16,492       16,148        50,933        54,301  
  

 

 

   

 

 

    

 

 

    

 

 

 

 

(a)

Adjusted to reflect the retrospective adoption of Accounting Standards No. 2014-09, Revenue from Contracts with Customers.

(b)

Includes amortization of deferred debt issuance costs.

(c)

Includes deferred rent, which represents the extent to which our rent expense has been above or below our cash rent payments and amortization of favorable (unfavorable) leases. We expect to continue to incur similar expenses in future periods as we record rent expense in accordance with GAAP and continue to amortize favorable (unfavorable) leases.

(d)

Represents non-cash, stock-based compensation. We expect to incur similar expenses in future periods as we record stock-based compensation related to existing grants (and any potential future grants) in accordance with GAAP.

(e)

Represents payroll taxes associated with stock option exercises related to stock options that were outstanding prior to our initial public offering. We expect to incur similar expenses in future periods when stock options that were outstanding prior to our initial public offering are exercised.

(f)

Includes expenses directly associated with the opening of company-operated restaurants and incurred prior to the opening of a company-operated restaurant. We expect to continue to incur similar expenses as we open company-operated restaurants.

(g)

Includes costs associated with third-party consultants for special projects, exploring strategic alternatives and public offering expenses. We expect to incur additional expenses in connection with the strategic alternatives process through the first fiscal quarter of 2019. We could incur similar expenses in future periods if we commence additional public offerings, financing transactions or other special projects.

(h)

Represents severance and legal fees associated with former executives and officers departing the Company.

(i)

Includes net gain on disposal of property and equipment and other, impairment and cash proceeds on disposals from disposition of property and equipment. We could continue to record impairment expense in future periods if performance of company-operated restaurants is not sufficient to recover the carrying amount of the related long-lived assets. We may incur future (gains) losses and receive cash proceeds on disposal of property and equipment associated with retirement, replacement or write-off of fixed assets.

(j)

Primarily represents closed store reserves, the accretion of the present value of our rent obligations and ongoing maintenance and utilities costs related to company-operated restaurants we have previously closed, as well as impairment related to the write-down of assets associated with company-operated restaurants we expect to refranchise and the gain on the refranchise of company-operated restaurants. We expect to continue to incur similar expenses in future periods as we record the accretion of the present value of our rent obligations and ongoing maintenance and utilities costs related to closed company-operated restaurants, and could incur additional costs in future periods if we identify other company-operated restaurants that will be closed or refranchised.


Bojangles’, Inc. – Fiscal Year 2018    Page 11 of 11
Third Fiscal Quarter 2018 Results   

 

BOJANGLES’, INC. AND SUBSIDIARIES

Unaudited Reconciliation of Operating (Loss) Income to Company-Operated Restaurant Contribution

(in thousands)

 

          Thirteen Weeks Ended     Thirty-Nine Weeks Ended  
          September 30,     September 24,     September 30,     September 24,  
          2018     2017 (a)     2018     2017 (a)  

Operating (loss) income

   $ (2,564     10,649       10,979       36,984  

Less:

  

Franchise royalty revenues

     (7,174     (7,018     (21,177     (20,509
  

Franchise marketing and co-op advertising contribution revenues

     (2,830     (2,725     (8,285     (7,982
  

Properties and equipment rental revenues

     (611     —         (1,697     —    
  

Other franchise revenues

     (94     (92     (437     (217

Plus:

  

General and administrative

     11,202       9,814       32,705       28,584  
  

Franchise marketing and co-op advertising costs

     2,830       2,725       8,285       7,982  
  

Costs associated with properties and equipment rentals

     428       —         1,144       —    
  

Depreciation and amortization

     3,205       4,248       11,464       12,307  
  

Impairment

     734       126       6,419       1,123  
  

Restaurant closures and refranchising costs and related asset write-downs

     12,996       —         16,342       —    
  

Loss (gain) on disposal of property and equipment and other

     47       (135     (46     (238
     

 

 

   

 

 

   

 

 

   

 

 

 

Company-operated restaurant contribution

   $ 18,169       17,592       55,696       58,034  
     

 

 

   

 

 

   

 

 

   

 

 

 

Company-operated restaurant revenues

   $ 127,958       126,207       385,066       378,048  

Company-operated restaurant contribution margin

     14.2     13.9     14.5     15.4

 

(a)

Adjusted to reflect the retrospective adoption of Accounting Standards No. 2014-09, Revenue from Contracts with Customers.

BOJANGLES’, INC. AND SUBSIDIARIES

Unaudited Impact of Adoption of New Revenue Recognition Standard on Previously Reported Results

(in thousands, except per share amounts)

 

     Thirteen Weeks Ended September 24, 2017     Thirty-Nine Weeks Ended September 24, 2017  
     As           As     As           As  
     Reported     Adjustments     Adjusted     Reported     Adjustments     Adjusted  

Franchise marketing and co-op advertising contribution revenues

   $ —         2,725       2,725       —         7,982       7,982  

Other franchise revenues

     200       (108     92       738       (521     217  

Franchise marketing and co-op advertising costs

     —         2,725       2,725       —         7,982       7,982  

Income tax benefit (expense)

     (2,160     40       (2,120     (9,114     196       (8,918

Net income

     6,957       (68     6,889       23,190       (325     22,865  

Net income per diluted share

     0.18       —         0.18       0.60       (0.01     0.59  
                       December 31, 2017  
                       As           As  
                       Reported     Adjustments     Adjusted  

Other current liabilities

         $ 651       283       934  

Deferred income taxes

           71,190       (980     70,210  

Other noncurrent liabilities

           13,333       3,774       17,107  

Retained earnings

           157,383       (3,077     154,306