FIRST WATCH RESTAURANT GROUP, INC. Dyskusja kierownictwa i analiza sytuacji finansowej i wyników operacyjnych (formularz 10-K)
This section and other parts of this Annual Report on Form 10-K contain
forward-looking statements, within the meaning of the Private Securities
Litigation Reform Act of 1995 ("PSLRA"), which are subject to known and unknown
risks, uncertainties and other important factors that may cause actual results
to be materially different from the statements made herein. All statements other
than statements of historical fact are forward-looking statements.
Forward-looking statements discuss our industry outlook, our expectations for
the future of our business and our liquidity and capital resources as well as
other non-historical statements. You can identify forward-looking statements by
the fact that they do not relate strictly to historical or current facts. These
statements may include words such as "aim," "anticipate," "believe," "estimate,"
"expect," "forecast," "future," "intend," "outlook," "potential," "project,"
"projection," "plan," "seek," "may," "could," "would," "will," "should," "can,"
"can have," "likely," the negatives thereof and other similar expressions. Our
actual results may differ materially from those contained in or implied by these
forward-looking statements.
These statements are based on current expectations and are subject to numerous
risks and uncertainties. All forward-looking statements are expressly qualified
in their entirety by these cautionary statements. You should evaluate all
forward-looking statements made in this Annual Report on Form 10-K in the
context of the risks and uncertainties disclosed in Part I, Item 1A of this
Annual Report on Form 10-K under the heading "Risk Factors" and in this Item 7,
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."
The forward-looking statements included in this Annual Report on Form 10-K are
made only as of the date hereof. We undertake no obligation to publicly update
any forward-looking statement as a result of new information, future events or
otherwise, except as otherwise required by law. If we do update one or more
forward-looking statements, no inference should be made that we will make
additional updates with respect to those or other forward-looking statements.
Przegląd
First Watch is an award-winning Daytime Dining concept serving made-to-order breakfast, brunch and lunch using fresh ingredients. A recipient of hundreds of local "Best Breakfast" and "Best Brunch" accolades, First Watch's award winning chef-driven menu includes elevated executions of classic favorites for breakfast, brunch and lunch. In 2022, First Watch was recognized with ADP's coveted Culture at Work Award and named a Top 100 Most Loved Workplace® by Newsweek and the Best Practice Institute. The Company is majority owned by Advent International Corporation, one of the world's largest private-equity firms. The Company's common stock trades on Nasdaq under the ticker symbol "FWRG." The Company operates and franchises restaurants in 29 states under the "First Watch" trade name and as of December 25, 2022, the Company had 366 company-owned restaurants and 108 franchise-owned restaurants. The Company does not operate outside of the United States. The Company's 52- or 53-week fiscal years end on the last Sunday of each calendar year. Its fiscal quarters are comprised of 13 weeks each and end on the 13th Sunday of each quarter, save for 53-week years during which the fourth quarter ends on the 14th Sunday of the fourth quarter. All references to 2022, 2021 and 2020 reflect the results of the 52-week fiscal years ended December 25, 2022, December 26, 2021 and December 27, 2020, respectively. We report financial and operating information in one segment.
Kluczowe wskaźniki efektywności
Throughout "Management's Discussion and Analysis of Financial Condition and Results of Operations" we commonly discuss the following key operating metrics that we believe will drive our financial results and long-term growth model. We believe these metrics are useful to investors because management uses these metrics to evaluate performance and assess the growth of our business as well as the effectiveness of our marketing and operational strategies.
Otwarcia nowych restauracji („NRO”): liczba nowych restauracji należących do firmy First Watch, które rozpoczęły działalność w danym okresie. Kierownictwo dokonuje przeglądu liczby nowych restauracji, aby ocenić wzrost nowych restauracji i sprzedaż restauracji należących do firmy.
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Franchise-owned New Restaurant Openings ("Franchise-owned NROs"): the number of
new franchise-owned First Watch restaurants commencing operations during the
period.
Same-Restaurant Sales Growth: the percentage change in year-over-year restaurant
sales (excluding gift card breakage) for the comparable restaurant base, which
we define as the number of company-owned First Watch branded restaurants open
for 18 months or longer as of the beginning of the fiscal year ("Comparable
Restaurant Base"). There were 301 restaurants and 269 restaurants in our
Comparable Restaurant Base in 2022 and in 2021, respectively. There were 207
restaurants in the three-year Comparable Restaurant Base. Measuring our
same-restaurant sales growth allows management to evaluate the performance of
our existing restaurant base. We believe this measure is useful for investors to
provide a consistent comparison of restaurant sales results and trends across
periods within our core, established restaurant base, unaffected by results of
store openings, closings and other transitional changes.
Same-Restaurant Traffic Growth: the percentage change in traffic counts as
compared to the same period in the prior year using the Comparable Restaurant
Base. Measuring our same-restaurant traffic growth allows management to evaluate
the performance of our existing restaurant base. We believe this measure is
useful for investors because an increase in same-restaurant traffic provides an
indicator as to the development of our brand and the effectiveness of our
marketing strategy.
Average Unit Volume ("AUV"): the total restaurant sales (excluding gift card
breakage) recognized in the Comparable Restaurant Base, divided by the number of
restaurants in the Comparable Restaurant Base during the period. This
measurement allows management to assess changes in consumer spending patterns at
our restaurants and the overall performance of our restaurant base.
Restauracje w całym systemie: łączna liczba restauracji, w tym wszystkie restauracje własne i franczyzowe.
Sprzedaż systemowa: obejmuje sprzedaż restauracji z naszych restauracji firmowych i restauracji franczyzowych. Nie uznajemy sprzedaży restauracji z naszych restauracji franczyzowych jako przychodów.
Środki finansowe niezgodne ze standardami GAAP
To supplement the consolidated financial statements, which are prepared in
accordance with accounting principles generally accepted in the United States of
America ("GAAP"), we use the following non-GAAP measures, which present
operating results on an adjusted basis: (i) Adjusted EBITDA, (ii) Adjusted
EBITDA margin, (iii) Restaurant level operating profit and (iv) Restaurant level
operating profit margin. Our presentation of these non-GAAP measures includes
isolating the effects of some items that are either nonrecurring in nature or
vary from period to period without any correlation to our ongoing core operating
performance. These supplemental measures of performance are not required by or
presented in accordance with GAAP. Management believes these non-GAAP measures
provide investors with additional visibility into our operations, facilitate
analysis and comparisons of our ongoing business operations because they exclude
items that may not be indicative of our ongoing operating performance, help to
identify operational trends and allow for greater transparency with respect to
key metrics used by management in our financial and operational decision making.
Our non-GAAP measures may not be comparable to similarly titled measures used by
other companies and have important limitations as analytical tools. These
non-GAAP measures should not be considered in isolation or as substitutes for
analysis of our results as reported under GAAP as they may not provide a
complete understanding of our performance. These non-GAAP measures should be
reviewed in conjunction with our consolidated financial statements prepared in
accordance with GAAP.
We use Adjusted EBITDA and Adjusted EBITDA margin (i) as factors in evaluating
management's performance when determining incentive compensation, (ii) to
evaluate our operating results and the effectiveness of our business strategies
and (iii) internally as benchmarks to compare our performance to that of our
competitors.
Korzystamy z zysku operacyjnego na poziomie restauracji i marży zysku operacyjnego na poziomie restauracji (i) do oceny wyników i rentowności każdej działającej restauracji, indywidualnie i łącznie oraz (ii) do podejmowania decyzji dotyczących przyszłych wydatków i innych decyzji operacyjnych.
Adjusted EBITDA: represents Net income (loss) before depreciation and
amortization, interest expense, income taxes, and items that we do not consider
in our evaluation of ongoing core operating performance as identified in the
reconciliation of
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Net income (loss), the most directly comparable measure in accordance with GAAP,
to Adjusted EBITDA, included in the section Non-GAAP Financial Measure
Reconciliations below.
Skorygowana Marża EBITDA: reprezentuje Skorygowaną EBITDA jako procent całkowitych przychodów. Zobacz Uzgodnienia miar finansowych niezgodnych ze standardami GAAP poniżej, aby zapoznać się z uzgodnieniem z marżą zysku (straty) netto, najbardziej bezpośrednio porównywalną miarą GAAP.
Restaurant Level Operating Profit: represents restaurant sales, less restaurant operating expenses, which include food and beverage costs, labor and other related expenses, other restaurant operating expenses, pre-opening expenses and occupancy expenses. Restaurant level operating profit excludes corporate-level expenses and other items that we do not consider in the evaluation of the ongoing core operating performance of our restaurants as identified in the reconciliation of Income (Loss) from operations, the most directly comparable GAAP measure, to Restaurant level operating profit, included in the section Non-GAAP Financial Measure Reconciliations below.
Marża zysku operacyjnego na poziomie restauracji: reprezentuje zysk operacyjny na poziomie restauracji jako procent sprzedaży restauracji. Zobacz Uzgodnienia miar finansowych niezgodnych ze standardami GAAP poniżej, aby zapoznać się z uzgodnieniem z dochodem (stratą) z marży operacyjnej, najbardziej bezpośrednio porównywalną miarą GAAP.
Wybrane dane finansowe
In 2022, the Company continued to capture strong consumer demand and same-restaurant traffic growth as the dining rooms in the Comparable Restaurant Base returned to more than 90% of 2019 usage levels, while the off-premises channel proved to be a growth vehicle with sales increasing 6.3% from 2021. Our AUV increased 13.8% to $2.0 million in 2022, from $1.8 million in 2021. Despite the inflationary environment, customer demand allowed management to offset much of the inflationary pressure with modest menu price increases while continuing to drive same-restaurant traffic growth. Additionally, the Company's development team continued to accelerate new restaurant openings and populate the pipeline of prospective restaurant projects. The 29 NROs opened with warm customer response and generated an annualized average unit volume of $2.2 million, which exceeded our AUV.
Najważniejsze dane finansowe na 2022 r. obejmują:
•Total revenues increased 21.5% to $730.2 million from $601.2 million in 2021
•System-wide sales increased 21.9% to $914.8 million from $750.7 million in 2021
•Same-restaurant sales growth of 14.5% (29.6% relative to 2019*)
•Same-restaurant traffic growth of 7.7% (6.5% relative to 2019*)
•Income from operations of $16.9 million and Income from operations margin of
2.4% compared to Income from operations of $22.2 million and Income from
operations margin of 3.8% in 2021
•Restaurant level operating profit** of $128.9 million and Restaurant level
operating profit margin** of 17.9% compared to Restaurant level operating
profit** of $115.4 million and Restaurant level operating profit margin** of
19.5% in 2021
•Net income of $6.9 million compared to Net loss of $(2.1) million in 2021
•Adjusted EBITDA** increased to $69.3 million from $66.3 million in 2021
•Opened 43 system-wide restaurants (29 company-owned and 14 franchise-owned)
across 16 states resulting in a total of 474 system-wide restaurants (366
company-owned and 108 franchise-owned) across 29 states
___________________
* Comparison to the fiscal year ended December 29, 2019 ("2019") is presented
for enhanced comparability due to the economic impact of COVID-19.
** See Non-GAAP Financial Measure Reconciliations section below.
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Business Trends, Customer and Supply Chain
Pomimo gwałtownej inflacji, która miała wpływ na konsumentów w 2022 r., zaobserwowaliśmy powrót liczby posiłków w restauracjach na poziomie zbliżonym do poziomu z 2019 r., podczas gdy nasza sprzedaż poza lokalem pozostała wysoka, co wskazuje na utrzymujący się popyt ze strony klientów.
The unusually high commodity inflation impacted costs throughout 2022 with some deceleration in the third and fourth quarters as the Company began to lap prior year inflation-impacted periods. The Company's market basket experienced cost inflation of approximately 13.0% in 2022. Notably, egg prices and the supply of cage-free shell eggs used in our recipes were under pressure most of the year due to multiple occurrences of Avian Influenza in the United States. Management solved for shortages by expanding sourcing but at higher than planned prices. In 2023, we expect continued cost inflation for our entire market basket in the range of 4.0% 6.0%. During 2022, there was an increase in the volume of job applications and an overall easing of staffing constraints and labor shortages that developed in 2020 and 2021. Restaurant staffing in both hourly and manager level positions enabled us to serve our increased in-restaurant dining and off-premises demand and sets us up to execute on our strategic development plan and open new restaurants. We experienced restaurant-level hourly labor inflation of approximately 11.0% in 2022, which combined with the increase in staffing levels, contributed to increased labor and other related expenses at the restaurant level. In 2023, we expect restaurant-level hourly labor inflation of 9.0% to 11.0% and we intend to focus on optimizing our staffing as our restaurants have returned to a more normal seasonality. Costs and timing of new restaurant construction were similarly challenged in 2022 due to the elevated inflation, uneven equipment delivery and supply chain interruptions. As a result, our development team often negotiated with landlords for early entry into new restaurant facilities so we could better control the pace of interior build out and installation of equipment, dining room packages and First Watch trade dress. We have largely mitigated the inflationary impacts through pricing actions and we will continue to price to offset inflation while remaining focused on maximizing traffic in our restaurants. In late January 2023, we increased in-restaurant menu prices 4.1% to continue to offset the negative effects of inflationary costs. Development Highlights
W 2022 roku Spółka posiadała łącznie 43 nowe restauracje w całym systemie w 16 stanach i zamknęliśmy 4 restauracje należące do firmy. Na dzień 25 grudnia 2022 r. Spółka posiadała łącznie 474 restauracje systemowe. Zamknięcia restauracji zazwyczaj wynikają z wygaśnięcia umów najmu, w przypadku których kierownictwo optymalizuje ogólną strategię rozwoju Spółki na rynku.
FISCAL YEAR 2022
Company-owned Franchise-owned Total
Beginning of period 341 94 435
New restaurants 29 14 43
Closures/Disenfranchised (4) - (4)
End of period 366 108 474
Oczekujemy otwarcia od 38 do 42 restauracji firmowych i od 10 do 12 restauracji franczyzowych w roku podatkowym kończącym się 31 grudnia 2023 r. („2023”). Planujemy również zamknąć 3 restauracje firmowe, co da w sumie 45-51 nowych restauracji netto w całym systemie w 2023 roku.
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Selected Operating Data
FISCAL YEAR
2022 2021 2020
System-wide sales (in thousands) $ 914,816 $ 750,674 $ 426,303
System-wide restaurants 474 435 409
Company-owned 366 341 321
Franchise-owned 108 94 88
Same-restaurant sales growth 14.5 % 63.0 % (29.0) %
Same-restaurant traffic growth 7.7 % 52.6 % (33.9) %
AUV (in thousands) $ 2,032 $ 1,786 $ 1,119
Income (Loss) from operations (in
thousands) $ 16,913 $ 22,243 $ (47,222)
Income (Loss) from operations margin 2.4 % 3.8 % (14.0) %
Restaurant level operating profit (in
thousands) (1) $ 128,936 $ 115,404 $ 28,236
Restaurant level operating profit margin
(1) 17.9 % 19.5 % 8.4 %
Net income (loss) (in thousands) $ 6,907 $ (2,107) $ (49,681)
Net income (loss) margin 0.9 % (0.4) % (14.5) %
EBITDA skorygowana (w tysiącach) (2) 69 278 $ 66 301 $ (5 744) Marża EBITDA skorygowana (2)
9.5 % 11.0 % (1.7) %
________________
(1) Reconciliations from Income (Loss) from operations and Income (Loss) from
operations margin, the most comparable GAAP measures to Restaurant level
operating profit and Restaurant level operating profit margin, are set forth in
the schedules within the Non-GAAP Financial Measure Reconciliations section
below.
(2) Reconciliations from Net income (loss) and Net income (loss) margin, the
most comparable GAAP measures to Adjusted EBITDA and Adjusted EBITDA margin, are
set forth in the schedules within the Non-GAAP Financial Measure Reconciliations
section below.
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Poniższa dyskusja zawiera porównanie naszych wyników operacyjnych za lata 2022 i 2021.
The following table summarizes our results of operations and the percentages of
items in our Consolidated Statements of Operations and Comprehensive Income
(Loss) in relation to Total revenues or, where indicated, Restaurant sales for
2022 and 2021:
FISCAL YEAR
(in thousands) 2022 2021
Revenues
Restaurant sales $ 719,181 98.5 % $ 592,343 98.5 %
Franchise revenues 10,981 1.5 % 8,850 1.5 %
Total revenues 730,162 100.0 % 601,193 100.0 %
Operating costs and expenses
Restaurant operating expenses (1) (exclusive of
depreciation and amortization shown below):
Food and beverage costs 172,561 24.0 % 134,201 22.7 %
Labor and other related expenses 238,257 33.1 % 189,167 31.9 %
Other restaurant operating expenses 114,476 15.9 % 94,847 16.0 %
Occupancy expenses 59,919 8.3 % 55,433 9.4 %
Pre-opening expenses 5,414 0.8 % 3,310 0.6 %
General and administrative expenses 84,959 11.6 % 70,388 11.7 %
Depreciation and amortization 34,230 4.7 % 32,379 5.4 %
Impairments and loss on disposal of assets 920 0.1 % 381 0.1 %
Transaction expenses (income), net 2,513 0.3 % (1,156) (0.2) %
Total operating costs and expenses 713,249 97.7 % 578,950 96.3 %
Income from operations (1) 16,913 2.4 % 22,243 3.8 %
Interest expense (5,232) (0.7) % (20,099) (3.3) %
Other income (expense), net 910 0.1 % (1,774) (0.3) %
Income before income taxes 12,591 1.7 % 370 0.1 %
Income tax expense (5,684) (0.8) % (2,477) (0.4) %
Zysk (strata) netto i całkowite dochody (strata) ogółem 6.907 USD
0.9 % $ (2,107) (0.4) %
____________
(1) Wartości procentowe są obliczane jako procent sprzedaży restauracji.
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Restaurant Sales
Restaurant sales represent the aggregate sales of food and beverages, net of
discounts, at company-owned restaurants. Restaurant sales in any period are
directly influenced by the number of operating weeks in the period, the number
of open restaurants, customer traffic and average check. Average check growth is
driven by our menu price increases and changes to our menu mix.
FISCAL YEAR
(in thousands) 2022 2021 Change
Restaurant sales:
In-restaurant dining sales $ 571,048 $ 452,989 $ 118,059 26.1 %
Third-party delivery sales 82,049 70,486 11,563 16.4 %
Take-out sales 66,084 68,868 (2,784) (4.0) %
Total Restaurant sales $ 719,181 $ 592,343 126,838 21.4 %
Wzrost całkowitej sprzedaży restauracji w 2022 roku w porównaniu do 2021 roku wynikał przede wszystkim z (i) wzrostu sprzedaży w tej samej restauracji o 14,5%, spowodowanego wzrostem ruchu w tej samej restauracji o 7,7%, wzrostem średniego rachunku na osobę oraz wzrostem sprzedaży wysyłkowej przez stronę trzecią, oprócz (ii) 26,8 mln USD od 29 NRO.
Przychody franczyzy
Franchise revenues are comprised of sales-based royalty fees, system fund
contributions and the amortization of upfront initial franchise fees, which are
recognized as revenue on a straight-line basis over the term of the franchise
agreement. Franchise revenues in any period are directly influenced by the
number of open franchise-owned restaurants.
FISCAL YEAR
(in thousands) 2022 2021
Zmiana
Franchise revenues: Royalty and system fund contributions $ 10,683 $ 8,575 $ 2,108 24.6 % Initial fees 298 275 23 8.4 % Total Franchise revenues $ 10,981 $ 8,850 $ 2,131 24.1 % The increase in franchise revenues during 2022 as compared to 2021 was primarily driven by (i) the increase in sales from franchise-owned restaurants and (ii) $0.4 million from 14 franchise-owned NROs.
Koszty żywności i napojów
Składniki kosztów żywności i napojów w restauracjach należących do spółki są z natury zmienne, zmieniają się wraz z wielkością sprzedaży, mają na nie wpływ asortyment produktów i podlegają wzrostom lub spadkom kosztów towarów.
FISCAL YEAR
(in thousands) 2022 2021 Change
Food and beverage costs $ 172,561 $ 134,201 $ 38,360 28.6 %
As a percentage of restaurant sales 24.0 % 22.7 %
1,3%
Koszty żywności i napojów jako procent sprzedaży restauracji wzrosły w 2022 r. w porównaniu z 2021 r., głównie z powodu inflacji w całym koszyku rynkowym, częściowo skompensowanej wzrostem cen menu.
Food and beverage costs increased during 2022 as compared to 2021 primarily as a
result of (i) the increase in restaurant sales, (ii) inflation across the market
basket and (iii) $6.8 million from 29 NROs.
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Labor and Other Related Expenses
Labor and other related expenses are variable by nature and include hourly and
management wages, bonuses, payroll taxes, workers' compensation expense and
employee benefits. Factors that influence labor costs include minimum wage and
payroll tax legislation, health care costs, the number and performance of our
company-owned restaurants and increased competition for qualified staff.
FISCAL YEAR
(in thousands) 2022 2021
Zmiana
Wydatki na robociznę i inne koszty pokrewne 238 257 USD 189 167 USD 49 090 USD 26,0 % Jako procent sprzedaży restauracji 33,1 % 31,9 %
1,2%
Labor and other related expenses as a percentage of restaurant sales increased during 2022 as compared to 2021 primarily as a result of the increase in wages and staffing levels. This increase was partially offset by (i) retention bonuses recognized in 2021 and (ii) a decrease in health insurance costs, which includes rebates from our group health plan. The increase in labor and other related expenses during 2022 as compared to 2021 was primarily due to (i) the increase in wages and staffing levels and (ii) $11.0 million from 29 NROs. This increase was partially offset by (i) retention bonuses recognized during 2021 and (ii) a decrease in health insurance costs, which includes rebates from our group health plan.
Inne wydatki operacyjne restauracji
Other restaurant operating expenses consist of marketing and advertising
expenses, utilities, insurance and other operating variable expenses incidental
to operating company-owned restaurants, such as operating supplies (including
paper products, menus and to-go supplies), credit card fees, repairs and
maintenance, and third-party delivery services fees.
FISCAL YEAR
(in thousands) 2022 2021
Zmiana
Pozostałe koszty operacyjne restauracji 114 476 $ 94 847 $ 19 629 20,7 % Jako procent sprzedaży restauracji
15.9 % 16.0 %
(0,1)%
Other restaurant operating expenses as a percentage of restaurant sales during 2022 was slightly lower as compared to 2021 primarily due to leveraging in-restaurant dining sales, which was partially offset by the increase in the cost of to-go supplies and repairs and maintenance costs. The increase in other restaurant operating expenses during 2022 as compared to 2021 was mainly due to (i) $9.6 million related to credit card fees, utilities, repairs and maintenance and insurance primarily driven by the increase in restaurant sales and restaurant growth, (ii) $7.2 million in operating supplies expense primarily driven by inflation and the increase in restaurant sales and restaurant growth, as well as (iii) $1.2 million in third-party delivery services fees.
Koszty najmu
Koszty najmu składają się głównie z kosztów czynszu, ubezpieczenia nieruchomości, wydatków na części wspólne i podatków od nieruchomości.
FISCAL YEAR
(in thousands) 2022 2021 Change
Occupancy expenses $ 59,919 $ 55,433 $ 4,486 8.1 %
As a percentage of restaurant sales 8.3 % 9.4 %
(1,1)%
The decrease in occupancy expenses as a percentage of restaurant sales during 2022 as compared to 2021 was primarily due to sales leverage driven by increased restaurant sales.
Wzrost kosztów najmu w 2022 roku w porównaniu do 2021 roku wynikał przede wszystkim ze wzrostu liczby restauracji własnych.
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Pre-opening Expenses
Pre-opening expenses are costs incurred to open new company-owned restaurants.
Pre-opening expenses include pre-opening rent expense, which is recognized
during the period between the date of possession of the restaurant facility and
the restaurant opening date. In addition, pre-opening expenses include manager
salaries, recruiting expenses, employee payroll and training costs, which are
recognized in the period in which the expense was incurred. Pre-opening expenses
can fluctuate from period to period, based on the number and timing of new
company-owned restaurant openings.
FISCAL YEAR
(in thousands) 2022 2021 Change
Pre-opening expenses $ 5,414 $ 3,310 $ 2,104 63.6 %
Pre-opening expenses have continued to increase over the last few years, in part
due to management's decision to gain early access to facilities during the
build-out phase. Early access improves the Company's influence over the pace and
timing of completion of new restaurants.
The increase in pre-opening expenses during 2022 as compared to 2021 was
primarily due to (i) the higher number of restaurants opened, in addition to
(ii) the higher number of restaurants expected to open and the related increase
in pre-opening rent.
Koszty ogólnoadministracyjne
General and administrative expenses primarily consist of costs associated with
our corporate and administrative functions that support restaurant development
and operations including marketing and advertising costs incurred as well as
legal fees, professional fees and stock-based compensation. General and
administrative expenses are impacted by changes in our employee headcount and
costs related to strategic and growth initiatives. In preparation for and after
the consummation of the Company's initial public offering ("IPO") in October
2021, we have incurred and we expect to incur in the future significant
additional legal, accounting and other expenses associated with being a public
company, including costs associated with our compliance with the Sarbanes-Oxley
Act.
FISCAL YEAR
(in thousands) 2022 2021 Change
Koszty ogólne i administracyjne 84 959 USD 70 388 USD 14 571 USD
20,7%
The increase in general and administrative expenses during 2022 as compared to 2021 was mainly due to (i) $7.3 million of stock-based compensation expense primarily from certain stock option awards that converted into time-based stock option awards upon the Company's IPO, in addition to stock option awards and restricted stock units granted under the 2021 Equity Plan, (ii) $2.8 million related to health insurance costs and insurance expense associated with being a public company, (iii) $2.5 million related to legal, accounting and consulting services associated with being a public company, (iv) $1.7 million of expenses associated with investments in technology initiatives and the redesign of our systems and processes, as well as (v) $1.3 million in marketing expenses. This increase was partially offset by the one-time expense of $5.6 million that was recognized in 2021 in connection with the modifications of certain stock option awards.
Amortyzacja i amortyzacja
Depreciation and amortization consists of the depreciation of fixed assets,
including leasehold improvements, fixtures and equipment and the amortization of
definite-lived intangible assets, which are primarily comprised of franchise
rights. Franchise rights includes rights which arose from the purchase price
allocation in connection with the merger agreement through which the Company was
acquired by funds affiliated with or managed by Advent International Corporation
in August 2017 as well as reacquired rights from our acquisitions of
franchise-owned restaurants.
FISCAL YEAR
(in thousands) 2022 2021 Change
Depreciation and amortization $ 34,230 $ 32,379 $ 1,851 5.7 %
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Spis treści
The increase in depreciation and amortization during 2022 as compared to 2021 was primarily due to incremental depreciation of capital expenditures associated with NROs.
Utrata wartości i strata ze zbycia aktywów
Impairments and loss on disposal of assets include (i) the impairment of
long-lived assets and intangible assets where the carrying amount of the asset
is not recoverable and exceeds the fair value of the asset, (ii) the write-off
of the net book value of assets that have been retired or replaced in the normal
course of business and (iii) the write-off of the net book value of assets in
connection with restaurant closures and natural disasters.
FISCAL YEAR
(in thousands) 2022 2021
Zmiana
Utrata wartości i strata ze zbycia aktywów 920 $ 381 $ 539
n/m (1) ____________ (1) Not meaningful.
W latach 2022 i 2021 kwoty te stanowią odpis aktywów wycofanych z działalności w wyniku zamknięcia restauracji lub wymiany majątku.
Koszty Transakcji (Dochód), Netto
Transaction expenses (income), net include (i) revaluations of contingent
consideration payable to previous stockholders for tax savings generated through
the use of federal and state loss carryforwards and general business credits
that had been accumulated from operations prior to August 2017, (ii) gains or
losses associated with lease or contract terminations, (iii) costs incurred in
connection with the acquisition of franchise-owned restaurants, (iv) costs
related to restaurant closures and (v) costs related to certain equity
offerings.
FISCAL YEAR
(in thousands) 2022 2021 Change
Koszty transakcyjne (przychody) netto 2.513 $ (1.156) 3.669 $
n/m (1) ____________ (1) Not meaningful.
Koszty transakcyjne netto w 2022 r. wynikały głównie z 2,0 mln USD kosztów poniesionych w związku z wtórną ofertą publiczną akcji zwykłych Spółki przez podmioty powiązane z naszym większościowym właścicielem, Advent International Corporation („Oferta Wtórna”) oraz Deklaracją Rejestracyjną na Formularz S-3.
Transaction income, net in 2021 was primarily due to recognizing a gain of $2.0 million related to a lease termination for the redevelopment of a restaurant facility by a landlord, partially offset by the $0.8 million loss recognized related to the revaluation of the contingent consideration payable to previous stockholders for tax savings generated through use of loss carryforwards and general business credits arising from Company operations prior to August 2017.
Dochód z działalności operacyjnej i dochód z marży operacyjnej
FISCAL YEAR
(in thousands) 2022 2021 Change
Income from operations $ 16,913 $ 22,243 $ (5,330) (24.0) %
Income from operations margin 2.4 % 3.8 % (1.4)%
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Spis treści
Income from operations margin decreased during 2022 as compared to 2021 primarily due to (i) inflation across commodities and supplies, (ii) the increase in restaurant-level wages and staffing, (iii) higher general and administrative expenses mainly due to stock-based compensation expense, public company costs and costs for strategic initiatives, as well as (iv) the increase in transaction costs. This decrease was partially offset by menu price increases. Income from operations decreased during 2022 as compared to 2021 primarily due to (i) inflation across commodities and supplies, (ii) the increase in restaurant-level wages and staffing, (iii) higher operating costs and expenses driven by the increase in restaurant sales and restaurant growth, (iv) higher general and administrative expenses mainly due to stock-based compensation expense, public company costs and costs for strategic initiatives, as well as (v) the increase in transaction costs. This decrease was partially offset by the increase in restaurant sales and franchise revenues.
Koszt odsetek
Na koszty odsetek składają się przede wszystkim odsetki i opłaty od naszego niespłaconego zadłużenia oraz koszt amortyzacji dyskonta długu i odroczonych kosztów emisji.
FISCAL YEAR
(in thousands) 2022 2021 Change
Interest expense $ (5,232) $ (20,099) $ 14,867 (74.0) %
The decrease in interest expense during 2022 as compared to 2021 was primarily
due to the full repayment of our borrowings under our previous senior credit
facilities in October 2021, which were replaced by lower outstanding debt and
reduced interest rates from the Term Facility pursuant to our Credit Agreement.
Inne przychody (wydatki), netto
Other income (expense), net includes items deemed to be non-operating based on
management's assessment of the nature of the item in relation to our core
operations.
FISCAL YEAR
(in thousands) 2022 2021 Change
Other income (expense), net $ 910 $ (1,774) $ 2,684 n/m (1)
____________
(1) Not meaningful.
The change in Other income (expense), net in 2022 as compared to 2021 primarily
related to (i) the loss on extinguishment of debt recognized in connection with
the full repayment of our borrowings under our previous senior credit facilities
in 2021 and (ii) approximately $0.4 million of insurance recoveries recognized
in connection with Hurricane Ian.
Koszt podatku dochodowego
Podatek dochodowy składa się głównie z różnych podatków federalnych i stanowych.
FISCAL YEAR
(in thousands) 2022 2021 Change
Income tax expense $ (5,684) $ (2,477) $ (3,207) n/m (1)
Effective income tax rate 45.1 % 669.5 % n/m (1)
____________
(1) Not meaningful.
The change in the effective income tax rates for 2022 as compared to 2021 was
mainly due to (i) the Company's increased profitability, (ii) the benefit of tax
credits for FICA taxes on certain employees' tip wages, (iii) non-deductible
costs associated with the Secondary Offering and the Registration Statement on
Form S-3 and (iv) impacts of executive stock-based compensation.
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Net Income (Loss) and Net Income (Loss) Margin
FISCAL YEAR
(in thousands) 2022 2021 Change
Net income (loss) $ 6,907 $ (2,107) n/m (1)
Net income (loss) margin 0.9 % (0.4) % n/m (1)
___________
(1) Not meaningful.
Net income and Net income margin during 2022 as compared to Net loss and Net
loss margin during 2021 was primarily due to (i) lower interest expense and (ii)
the loss on extinguishment of debt recognized in 2021. This was partially offset
by (i) the decrease in income from operations, (ii) costs associated with the
Secondary Offering and the Registration Statement on Form S-3, as well as (iii)
the increase in income tax expense.
Restaurant Level Operating Profit and Restaurant level Operating Profit Margin
FISCAL YEAR
(in thousands) 2022 2021 Change
Restaurant level operating profit $ 128,936 $ 115,404 $ 13,532 11.7 %
Restaurant level operating profit margin 17.9 % 19.5 %
(1,6)%
Restaurant level operating profit margin during 2022 decreased as compared to 2021 primarily due to (i) inflation across commodities and supplies and (ii) the increase in restaurant-level wages and staffing. This decrease was partially offset by (i) leveraging the increase in restaurant sales and (ii) menu price increases. Restaurant level operating profit during 2022 increased as compared to 2021 primarily due to same-restaurant sales growth, driven by same-restaurant traffic growth, the increase in average check per person and the increase in third-party delivery sales. This increase was partially offset by (i) inflation across commodities and supplies, (ii) the increase in restaurant-level wages and staffing and (iii) the increase in operating costs and expenses driven by higher restaurant sales and our restaurant growth.
Skorygowana EBITDA i Skorygowana Marża EBITDA
FISCAL YEAR
(in thousands) 2022 2021 Change
Adjusted EBITDA $ 69,278 $ 66,301 $ 2,977 4.5 %
Adjusted EBITDA margin 9.5 % 11.0 % (1.5)%
The decrease in Adjusted EBITDA margin during 2022 as compared to 2021 was
primarily due to (i) the decrease in restaurant level operating profit margin
and (ii) the increase in general and administrative expenses mainly due to
legal, accounting, consulting and insurance costs associated with being a public
company, costs for strategic initiatives, as well as the increase in marketing
expenses.
The increase in Adjusted EBITDA during 2022 as compared to 2021 was primarily
due to the increase in restaurant level operating profit. This increase was
partially offset by higher general and administrative expenses mainly due to
legal, accounting, consulting and insurance costs associated with being a public
company, costs for strategic initiatives, as well as the increase in marketing
expenses.
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Spis treści
Uzgodnienia miar finansowych niezgodnych ze standardami GAAP
Adjusted EBITDA and Adjusted EBITDA margin - The following table reconciles Net
income (Loss) and Net income (loss) margin, the most directly comparable GAAP
measures to Adjusted EBITDA and Adjusted EBITDA margin for the periods
indicated:
.
FISCAL YEAR
(in thousands) 2022 2021 2020
Net income (loss) $ 6,907 $ (2,107) $ (49,681)
Depreciation and amortization 34,230 32,379 30,725
Interest expense 5,232 20,099 22,815
Income taxes 5,684 2,477 (19,873)
EBITDA 52,053 52,848 (16,014)
IPO-readiness and strategic transition costs (1) 2,318 2,402 4,247
Stock-based compensation (2) 10,374 8,596 750
Loss on extinguishment of debt - 2,403 -
Transaction expenses (income), net (3) 2,513 (1,156) (258)
Impairments and loss on disposal of assets (4) 920 381 315
Recruiting and relocation costs (5) 681 351 228
Severance costs (6) 155 265 239
Delaware Voluntary Disclosure Agreement Program (7) 149 - -
Koszty związane z klęskami żywiołowymi pomniejszone o odzyskane kwoty z ubezpieczenia (8)
115 - - COVID-19 related charges (9) - 211 4,749 Adjusted EBITDA $ 69,278 $ 66,301 $ (5,744) Total revenues $ 730,162 $ 601,193 $ 342,388 Net income (loss) margin 0.9 % (0.4) % (14.5) % Adjusted EBITDA margin 9.5 % 11.0 % (1.7) % Additional information Deferred rent expense (income) (10) $ 2,418 $
(2 011) 10 087 $
_____________________________
(1) Represents costs related to the assessment and redesign of our systems and
processes. In 2021 and 2020, the costs also include information technology
support and external professional service costs incurred in connection with
IPO-readiness efforts. These costs are recorded within General and
administrative expenses on the Consolidated Statements of Operations and
Comprehensive Income (Loss).
(2) Represents non-cash, stock-based compensation expense which is recorded
within General and administrative expenses on the Consolidated Statements of
Operations and Comprehensive Income (Loss).
(3) Represents (i) revaluations of contingent consideration payable to previous
stockholders for tax savings generated through the use of federal and state loss
carryforwards and general business credits that had been accumulated from
operations prior to August 2017, (ii) gains or losses associated with lease or
contract terminations, (iii) costs incurred in connection with the acquisition
of franchise-owned restaurants, (iv) costs related to restaurant closures and
(v) costs related to secondary offerings of the Company's common stock.
(4) Represents costs related to the disposal of assets due to retirements,
replacements, restaurant closures and natural disasters. There were no
impairments recognized during the periods presented.
(5) Represents costs incurred for hiring qualified individuals as we assessed
the redesign of our systems and processes. These costs are recorded within
General and administrative expenses on the Consolidated Statements of Operations
and Comprehensive Income (Loss).
(6) Severance costs are recorded in General and administrative expenses on the
Consolidated Statements of Operations and Comprehensive Income (Loss).
(7) Represents professional service costs incurred in connection with the
Delaware Voluntary Disclosure Agreement Program related to unclaimed or
abandoned property. These costs are recorded in General and administrative
expenses on the Consolidated Statements of Operations and Comprehensive Income
(Loss).
(8) Represents costs incurred, net of insurance recoveries, in connection with
Hurricane Ian. The costs include inventory obsolescence and spoilage,
compensation for employees and support for hurricane relief, which were recorded
in Food and beverage costs, Labor and other expenses and General and
administrative expenses on the Consolidated Statements of Operations and
Comprehensive Income (Loss).
(9) Represents costs incurred in connection with the economic impact of the
COVID-19 pandemic.
(10) Represents the non-cash portion of straight-line rent expense recorded
within both Occupancy expenses and General and administrative expenses on the
Consolidated Statements of Operations and Comprehensive Income (Loss).
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Spis treści
Restaurant level operating profit and Restaurant level operating profit margin -
The following table reconciles Income from operations and Income from operations
margin, the most comparable GAAP measures to Restaurant level operating profit
and Restaurant level operating profit margin for the periods indicated:
FISCAL YEAR
(in thousands) 2022 2021 2020
Income from operations $ 16,913 $ 22,243 $ (47,222)
Less: Franchise revenues (10,981) (8,850) (4,955)
Add:
General and administrative expenses 84,959 70,388
46322
Depreciation and amortization 34,230 32,379
30725
Transaction expenses (income), net (1) 2,513 (1,156) (258) Impairments and loss on disposal of assets (2) 920 381 315 Costs in connection with natural disasters (3) 382 - - COVID-19 related charges (4) - 19
3309
Restaurant level operating profit $ 128,936 $ 115,404 $ 28,236 Restaurant sales $ 719,181 $ 592,343 $ 337,433 Income from operations margin 2.4 % 3.8 % (14.0) % Restaurant level operating profit margin 17.9 % 19.5
% 8,4 %
Additional information Deferred rent expense (income) (5) $ 2,219 $
(2075) 10029 $
_____________________________
(1) Represents (i) revaluations of contingent consideration payable to previous stockholders for tax savings generated through the use of federal and state loss carryforwards and general business credits that had been accumulated from operations prior to August 2017, (ii) gains or losses associated with lease or contract terminations, (iii) costs incurred in connection with the acquisition of franchise-owned restaurants, (iv) costs related to restaurant closures and (v) costs related to secondary offerings of the Company's common stock. (2) Represents costs related to the disposal of assets due to retirements, replacements, certain restaurant closures and natural disasters. There were no impairments recognized during the periods presented. (3) Represents costs incurred in connection with Hurricane Ian. The costs include inventory obsolescence and spoilage as well as compensation for employees, which were recorded in Food and beverage costs and Labor and other expenses on the Consolidated Statements of Operations and Comprehensive Income (Loss). (4) Represents costs incurred in connection with the economic impact of the COVID-19 pandemic. (5) Represents the non-cash portion of straight-line rent expense recorded within Occupancy expenses on the Consolidated Statements of Operations and Comprehensive Income (Loss).
Płynność i zasoby kapitałowe
Płynność
As of December 25, 2022, the Company had cash and cash equivalents of $49.7
million and outstanding borrowings under the Term Facility of $98.1 million,
excluding unamortized debt issuance costs and deferred issuance costs. In
addition, availability under our Revolving Credit Facility was $75.0 million.
Our principal uses of cash include capital expenditures for the development,
acquisition or remodeling of restaurants, lease obligations, debt service
payments and strategic infrastructure investments. Our working capital
requirements are low because our restaurants store very little inventory and our
customers pay for their purchases at the time of the sale which frequently
precedes our payment terms with suppliers.
We believe that our cash flow from operations, availability under our Credit
Agreement and available cash and cash equivalents will be sufficient to meet our
liquidity needs for at least the next 12 months. We anticipate that to the
extent that we require additional liquidity, or should we decide to pursue one
or more significant acquisitions, it will be funded first through additional
indebtedness and thereafter through the issuance of equity. Although we believe
that our current level of total available liquidity is sufficient to meet our
short-term and long-term liquidity requirements, we regularly evaluate
opportunities to improve our liquidity position in order to enhance financial
flexibility. On November 7, 2022, we filed a Registration Statement on Form S-3
that allows the Company to sell up to 5,000,000 shares of common stock from time
to time in one or more offerings.
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We estimate that our capital expenditures will total approximately $100.0
million to $110.0 million in 2023, which will be invested primarily in new
restaurant projects and planned remodels. We plan to fund the capital
expenditures primarily with cash generated from our operating activities as well
as with borrowings from our facilities pursuant to our Credit Agreement.
Podsumowanie przepływów pieniężnych
Poniższa tabela przedstawia zestawienie naszych środków pieniężnych przekazanych (wykorzystanych w) działalności operacyjnej, inwestycyjnej i finansowej za lata 2022 i 2021:
FISCAL YEAR
(in thousands) 2022
2021
Cash provided by operating activities $ 62,937 $ 62,971 Cash used in investing activities (63,111) (35,682) Cash used in financing activities (2,018) (14,271)
Zwiększenie (zmniejszenie) netto stanu środków pieniężnych i ich ekwiwalentów oraz środków pieniężnych o ograniczonej możliwości dysponowania
$ (2,192)
13 018 $
Cash provided by operating activities during 2022 was $62.9 million as compared to $63.0 million during 2021 primarily due to (i) the increase in net income of $9.0 million and (ii) the impact of non-cash charges of $7.4 million, which were offset by (iii) a net change in operating assets and liabilities of $16.4 million. The increase in the non-cash charges was primarily driven by (i) additional stock-based compensation expense resulting from certain stock option awards that converted into time-based stock option awards upon closing of the IPO as well as new stock option awards and restricted stock units issued under the 2021 Equity Plan, (ii) the increase in non-cash operating lease costs and depreciation expense mainly due to our restaurant growth. The net change in operating assets and liabilities of $16.4 million was primarily a result of (i) the timing of employee compensation payments, (ii) the payment of payroll taxes deferred in 2020 as a result of the Coronavirus, Aid, Relief and Economic Security Act and (iii) the timing of operational payments.
Środki pieniężne wykorzystane na działalność inwestycyjną wzrosły do 63,1 mln USD w 2022 r. z 35,7 mln USD w 2021 r., głównie w wyniku wzrostu nakładów inwestycyjnych na wsparcie rozwoju naszej restauracji i nowej technologii restauracyjnej.
Cash used in financing activities decreased to $2.0 million during 2022 from $14.3 million during 2021 primarily as a result of the repayment of our outstanding borrowings under our previous senior credit facilities, which was partially offset by proceeds from our IPO and proceeds from our borrowings under our Credit Agreement in 2021. Contractual Obligations Material contractual obligations arising in the normal course of business primarily consist of operating and finance lease obligations, long-term debt, and purchase obligations. The timing and nature of these commitments are expected to have an impact on our liquidity and capital requirements in future periods. Refer to Note 8, Debt, in the accompanying consolidated financial statements for additional information relating to our long-term debt and Note 9, Leases, in the accompanying consolidated financial statements for additional information related to our operating and financing leases.
Zobowiązania zakupowe obejmują umowy związane z budową lub przebudową obiektów restauracyjnych, zakup żywności, napojów, artykułów papierniczych i innych dostaw, zakup sprzętu, umowy marketingowe, zobowiązania licencyjne na oprogramowanie, umowy dotyczące technologii i inne usługi w ramach normalnej działalności . Zobowiązania te wynikają zazwyczaj z krótkoterminowych zamówień zakupu po obowiązujących cenach rynkowych i są rejestrowane jako zobowiązania w momencie otrzymania powiązanych towarów lub wykonania usług. Zobowiązania te są anulowane i nie wiążą się z nimi żadne istotne kary finansowe w przypadku wcześniejszego rozwiązania.
Zobowiązania do zakupu obejmują również wiążące minimalne zobowiązania na okres przekraczający 12 miesięcy w przypadku niektórych umów na dostawy. Dodatkowe informacje znajdują się w nocie 15, Zobowiązania i zobowiązania warunkowe w załączonym skonsolidowanym sprawozdaniu finansowym.
54 -------------------------------------------------------------------------------- Table of Contents Critical Accounting Policies and Estimates Our discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K, which have been prepared in accordance with GAAP. The preparation of these financial statements and related notes requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses. Certain of our accounting policies require the application of significant judgment by management in selecting the appropriate assumptions for calculating financial estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. These judgments are based on our historical experience, terms of existing contracts, our evaluation of trends in the industry, information available from other outside sources, as appropriate. We evaluate our estimates and judgments on an on-going basis. Our actual results may differ from these estimates. Judgments and uncertainties affecting the application of those policies may result in materially different amounts being reported under different conditions or using different assumptions. The accounting policies and estimates that we believe to be the most critical to an understanding of our financial condition and results of operations and that require the most complex and subjective management judgments are discussed below.
Wartość firmy i wartości niematerialne o nieokreślonym czasie trwania
Goodwill and indefinite-lived intangibles are tested for impairment annually, on the first day of the fourth quarter of the fiscal year, or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Significant judgments are used to determine if an indicator of impairment has occurred. Such indicators could include negative operating performance of our restaurants, economic and restaurant industry trends, legal factors, significant competition or changes in our business strategy. Any adverse change in these factors could have a significant impact on the recoverability of our goodwill and indefinite-lived intangible assets and could have a material impact on our consolidated financial statements. We have identified one reporting unit to which we have attributed goodwill. Management may elect to perform a qualitative assessment to determine whether it is more likely than not that the reporting unit and/or asset group is impaired. If the qualitative assessment is not performed, or if it is not more likely than not that the estimated fair value of the reporting unit and indefinite-lived intangible assets exceeds the respective carrying value, a quantitative analysis is required. If the qualitative assessment is not performed or if we determine that it is not more likely than not that the fair value of the reporting unit exceeds the carrying value, the fair value of the reporting unit is calculated using the best information available, including market information (also referred to as the market approach) and discounted cash flow projections (also referred to as the income approach). The market approach estimates fair value by applying projected cash flow earnings multiples to the reporting unit's operating performance. The multiples are derived from comparable publicly-traded companies with similar operating and investment characteristics. The income approach uses internal future cash flow estimates, which are influenced by revenue growth rates, operating margins and new restaurant openings, that are discounted using a weighted-average cost of capital that reflects current market conditions. We recognize an impairment loss when the carrying value of the reporting unit exceeds the estimated fair value.
Dokonując oceny ilościowej wartości niematerialnych o nieokreślonym czasie użytkowania, szacujemy wartość godziwą nazw handlowych i znaków towarowych metodą zwolnienia z opłat licencyjnych, która wymaga przyjęcia założeń dotyczących prognozowanej sprzedaży, założonych stawek tantiem, które byłyby należne, gdybyśmy nie posiadali znaków towarowych i stopy dyskontowej. Odpis aktualizujący z tytułu utraty wartości ujmujemy, gdy wartość bilansowa składnika aktywów przekracza szacowaną wartość godziwą.
The subjective estimates associated with management's judgments and assumptions
in fair value calculations at the measurement date are affected by various
factors including changes in economic conditions, our operating performance and
our business strategies.
During 2022 and 2021, we elected to perform a qualitative assessment for our
annual impairment review of goodwill and indefinite-lived intangibles. In
considering the qualitative approach related to goodwill, we considered factors
including, but not limited to, macro-economic conditions, market and industry
conditions, the competitive environment, results of prior impairment tests,
operational stability, the overall financial performance of the reporting unit
and the impacts of the discount rates. Management also considered the specific
future outlook for the reporting unit. As it relates to our trade names and
trademarks, we evaluate similar factors as the goodwill assessment, in addition
to impacts of potential changes to the assumed royalty rate. Based on the
results of the qualitative assessment, Management concluded that impairment of
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goodwill and its indefinite-lived intangibles was not likely and as a result,
management was not required to perform a quantitative assessment.
Aktywa trwałe i wartości niematerialne o określonej trwałości
Long-lived assets deployed at company-owned restaurants include (i) property, fixtures and equipment, (ii) operating lease right-of-use asset, net of the related operating lease liability and (iii) reacquired rights to the extent the restaurant had been previously acquired by the Company. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. Recoverability is measured by a comparison of the carrying amount of an asset group to the estimated undiscounted future cash flows expected to be generated by the asset group. The comparison is performed at the lowest level of identifiable cash flows, which is primarily at the individual restaurant level. Significant judgment is used to determine the expected useful lives of long-lived assets and the estimated future cash flows, including projected sales growth, operating margins and ongoing maintenance and improvement of the assets. If the carrying amount of the asset group exceeds its estimated undiscounted future cash flows, an impairment charge is recognized. Definite-lived intangible assets consist of franchise rights which arose from the purchase price allocation in connection with the Advent Acquisition and also include reacquired rights from the Company's acquisitions of franchised restaurants. Definite-lived intangible assets are amortized on a straight-line basis over their estimated useful lives and are reviewed for impairment when events or change in circumstances indicate that the carrying amount of such assets may not be recoverable. Significant judgments are used to determine if an indicator of impairment has occurred. Such indicators may include, among others: negative operating performance of our restaurants, economic and restaurant industry trends, legal factors, significant competition or changes in our business strategy. Adverse changes in these factors could have a significant impact on the recoverability of these assets and the resulting impairment charge could be material to our consolidated financial statements. Recoverability of definite-lived intangible assets is measured by a comparison of the carrying amount of the asset group to the estimated undiscounted future cash flows expected to be generated by the asset group. If the total future undiscounted net cash flows are less than the carrying amount, this may be an indicator of impairment. An impairment loss is recognized when the asset's carrying value exceeds its estimated fair value, which is generally estimated using discounted future cash flows expected from future use of the asset group. Management did not identify any triggering events in 2022 and 2021 and no impairment charges were recorded in 2022 and 2021.
Leasing
We lease our restaurant facilities and corporate offices, as well as certain restaurant equipment under various non-cancelable agreements. At the inception of each lease, we evaluate the expected term which includes reasonably certain renewal options, and the classification as either an operating leases or a finance lease. Lease liabilities represent the present value of future lease payments. To determine the present value of the lease liability, we estimate the incremental borrowing rates corresponding to the reasonably certain lease term as our leases do not provide implicit rates. Assumptions used in determining our incremental borrowing rate include a market yield implied by our outstanding secured term loans interpolated for various maturities using our synthetic credit rating, which is determined using a regression analysis of rated publicly-traded comparable companies and their financial data.
Oceniamy, czy nastąpiła utrata wartości składnika aktywów z tytułu prawa do użytkowania na poziomie grupy aktywów, ilekroć zdarzenia lub zmiany okoliczności wskazują, że wartość bilansowa składnika aktywów może nie być możliwa do odzyskania.
Zmiany osądów kierownictwa i przyjętych założeń mogą skutkować istotnymi różnicami w ujmowaniu aktywów z tytułu prawa do użytkowania, zobowiązań leasingowych i kosztów leasingu.
Podatki dochodowe
We use the asset and liability method of accounting for income taxes. Under this
method, deferred tax assets or liabilities are recognized for the estimated
future tax effects attributable to temporary differences between the carrying
value and the tax basis of assets and liabilities as well as tax credit
carryforwards. The estimates we make under this method include, among other
items, depreciation and amortization expense allowable for tax purposes, credits
for items such as taxes paid on reported employee tip wages, effective rates for
state and local income taxes and the deductibility of certain items. In
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Oprócz spisu treści nasza roczna efektywna stawka podatku dochodowego jest korygowana w miarę udostępniania dodatkowych informacji w okresie sprawozdawczym.
We recognize deferred tax assets for all deductible temporary differences to the extent that it is probable that taxable income will be available against which the deductible temporary differences can be utilized. A valuation allowance for deferred tax assets is provided when it is more likely than not that a portion of the deferred tax assets will not be realized. Potential for recovery of deferred tax assets is evaluated by estimating the taxable income in any available carry back period, considering future taxable income expected, scheduling of anticipated reversal of taxable temporary differences and considering prudent and feasible tax planning strategies. We continue to monitor and evaluate the rationale for recording a valuation allowance against deferred tax assets. As we increase earnings and utilize deferred tax assets, it is possible the valuation allowance could be reduced or eliminated. In addition, our ability to utilize net operating loss carryforwards and tax credit carryforwards could be adversely impacted by, among other things, a future "ownership change" as defined under Section 382 of the Internal Revenue Code. Changes in assumptions regarding our level and composition of earnings, tax laws or the deferred tax valuation allowance and the results of tax audits, may materially impact the effective income tax rate.
Wynagrodzenie w formie akcji i wartość godziwa akcji zwykłych
Stock-based compensation expense is measured based on the award's grant date
fair value. Stock-based compensation expense related to time-based stock option
awards issued under the 2017 Equity Plan is recognized on an accelerated
recognition method over the requisite service period. Prior to our IPO, we had
not recognized any stock-based compensation expense for our performance-based
stock option awards issued under the 2017 Equity Plan as the satisfaction of the
performance conditions were not considered probable. Upon consummation of the
Company's IPO in October 2021, certain performance-based stock option awards
issued under the 2017 Equity Plan for which the performance and market
conditions were satisfied as a result of the Company's IPO, converted into
time-based stock option awards with the related stock-based compensation expense
to be recognized on an accelerated recognition method over the remaining service
period. The performance-based stock option awards that did not convert into
time-based stock option awards were canceled and unrecognized compensation
expense for those canceled performance-based stock option awards was recognized
on the date of the Company's IPO. No awards were granted under the 2017 Equity
Plan during 2022 and the Company does not intend to grant any further awards
under the 2017 Equity Plan. Stock-based compensation expense related to
time-based stock option awards issued under the 2021 Equity Plan is recognized
on a straight-line basis over the requisite service period. Forfeitures are
recognized as they occur for all awards.
We estimate the fair value of stock option awards using the Black-Scholes
valuation model, which involves several assumptions and judgments including the
expected term of the stock option, expected volatility, the risk-free interest
rate and the expected dividend yield. The Company does not have sufficient
historical stock option exercise activity and therefore we estimated the
expected term of stock options granted under the 2021 Plan using the simplified
method, which represents the mid-point between the vesting period and the
contractual term for each grant. Prior to the IPO, the expected term of stock
option awards was determined based on data from publicly traded companies. The
expected volatility of stock option awards is based on the historical
volatilities of a set of publicly traded peer companies in a similar industry as
the Company lacks company-specific historical or implied volatility information.
The risk-free interest rate is determined by reference to the U.S. Treasury
yield curve for time periods approximately equal to the expected term of the
stock option award. The expected dividend yield is based on the fact that the
Company has never paid cash dividends and does not have intentions of paying
dividends in the foreseeable future. These assumptions represented management's
best estimate, which involved inherent uncertainties and the application of
management's judgment. As a result, if we had used significantly different
assumptions or estimates, our stock-based compensation expense could have been
materially different.
The fair value of our common stock and our stock-based awards' grant date fair
value is determined based on the closing price on our common stock on Nasdaq.
Prior to our IPO and our common stock being listed on Nasdaq, given the absence
of a public trading market for our common stock, the estimated fair value had
been determined with input from management exercising reasonable judgment and
considering several objective and subjective factors including: (i) third-party
valuations of our common stock, (ii) a combination of the income approach and
the market approach and (iii) general economic outlook including economic
growth, inflation and interest rates.
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In 2021, prior to the IPO, we determined the Company's equity value using the
probability weighted expected return method ("PWERM"), or the hybrid method.
Under the hybrid method, multiple valuation approaches are used and then
combined into a single probability weighted valuation using a PWERM, which
considers the probability of an initial public offering and sale scenarios. The
results of the valuation approaches were weighted based on a variety of factors,
including: the current macroeconomic environment, current industry conditions
and length of time since arms-length market transaction events. Additionally, a
discount for lack of marketability was applied to account for the lack of access
to an active public market. The resulting value was then allocated to
outstanding equity using an option-pricing model. This process involved the use
of estimates, judgments, and assumptions that are highly complex and subjective,
such as those regarding our expected future revenue, expenses and future cash
flows, discount rates, market multiples, the selection of comparable companies,
and the probability of possible future events. The assumptions underlying these
valuations represented management's best estimate, which involved inherent
uncertainties and the application of management's judgment. As a result, if we
had used significantly different assumptions or estimates, the fair value of our
common stock and our stock-based compensation expense could have been materially
different.
Patrz Nota 14, Wynagrodzenie w formie akcji, w dodatkowych informacjach dodatkowych do skonsolidowanego sprawozdania finansowego.
Ostatnio wydane oświadczenia rachunkowe
For a discussion of recently issued accounting pronouncements, see Note 2, Summary of Significant Accounting Policies, in the accompanying notes to the consolidated financial statements included in Item 8 of Part II of this Annual Report on Form 10-K.
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