Dear Stockholders,
Dear Stockholders,
2018 was a year of tangible progress towards our long-term goals. At the
beginning of 2018, we launched several initiatives designed to ensure that
our business continues to evolve with the changing needs of our customer.
These initiatives, which address our ongoing marketing, technology,
off-premise, and labor management strategies, have served as a foundation
to further our operational excellence, and we believe will position Chuy's to
generate healthy top-line and earnings growth in the years to come.
On the marketing front, we continued to focus on improving our brand
awareness and value messaging in both core and new markets. We also
implemented online ordering in all our restaurants and early adoption has
been very encouraging. Continuing with our off-premise initiative, we
successfully rolled out catering across five markets during 2018 and are
pleased with the growth in this area. We believe that our catering platform
will give us another avenue for top-line growth while at the same time
improving awareness of the Chuy’s brand. Lastly, we continued to make
progress integrating our new labor management tool and look forward to
fully realizing the benefit of increased productivity and enhanced sales
projections in the near future.
During 2018, we successfully expanded our store base by approximately
10% with the addition of nine new Chuy’s locations. Our 2018 development
brought our total restaurant count to a new milestone of 100 restaurants in
19 states at the end of the year, introducing our unique flavors to a wider
audience. To further ensure successful expansion in newer markets going
forward, we are in the early stages of building a real estate analytics tool
which will allow us to create a psychographic profile of our top markets,
which we can use to identify new locations. In the meantime, we will maintain
our strategy of back-filling existing markets to not only drive brand
awareness but also allow for greater marketing efficiencies.
As we look to 2019, we are limiting our development to between five to
seven restaurants, all of which will be in areas with proven high average unit
volumes. We believe this strategy will allow us to balance new unit growth
with driving sales and improving restaurant-level margins in our existing
restaurants through the initiatives we’ve laid out.
In summary, we believe the long-term prospects of our business remain
healthy and we are excited about our achievements in 2018. Most importantly,
I would like to personally thank the entire Chuy’s team as none of these
accomplishments would have been possible without their tireless work and
dedication in delivering the Chuy’s experience to our guests every day. With
a marketing plan that is directed to driving both awareness and frequency,
online ordering and catering programs that provide other avenues for
top-line growth, and a solid development pipeline, we believe we have the
building blocks necessary to further elevate the Chuy’s brand and create
incremental long-term stockholder value.
Sincerely,
Steven J. Hislop
Chairman, President and
Chief Executive Officer
Made From Scratch
Recipes Served
By The Friendliest
Employees in The World
Hand -Pu l led, Freshly Ro asted Chicken
Fresh To rt i
l e d Al
Hand -Ro l
l as,
l
l D ay
Margaritas Made With
Hand-Squeezed
Lime Juice
A value that’s
hard to beat
Authentic, signature
sauces and fresh
salsa fresca
made daily
2018 Highlights
2018 Highlights
At Chuy’s, we continue to strengthen
At Chuy’s, we continue to strengthen
the organization at all levels.
the organization at all levels.
Revenue increased 7.7% to $398.2 million from $369.6 million in the
2017 fiscal year. The extra operating week in fiscal 2017 accounted
for approximately $7.3 million in revenue in that year.
On a calendar basis, comparable restaurant sales increased 0.5%.
Net income was $5.5 million, or $0.32 per diluted share, compared
to $29.0 million, or $1.70 per diluted share, during the fiscal year
2017. Net income in fiscal year 2018 included a $12.3 million ($9.4
million net of tax) non-cash loss related to an impairment of assets
at six restaurants. Net income in fiscal year 2017 included a
favorable adjustment of $11.7 million due to the revaluation of our
net deferred tax liability as a result of the Tax Act as well as a gain
on insurance settlements of $1.4 million ($1.0 million net of tax).
Adjusted net income* was $15.0 million, or $0.88 per diluted
share, compared to $16.3 million, or $0.96 per diluted share,
during the fiscal year 2017. The Company estimates that the extra
operating week in fiscal year 2017 contributed $0.07 per diluted
share to adjusted net income in that year, which was partially offset
by $0.04 per diluted share as a result of the temporary closure of
one restaurant due to the damage from Hurricane Harvey.
The company completed its online ordering rollout, hired a national
marketing agency, and expanded its catering program to five
markets during fiscal 2018.
A total of nine new restaurants opened during 2018.
* Adjusted net income and restaurant-level operating profit are non-GAAP measures. For a
reconciliation of adjusted net income and restaurant-level operating profit to the most
directly comparable GAAP measure and for a discussion of why we consider it useful, see
“Non-GAAP Measures” on the back inside cover of this annual report.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
FORM 10-K
_____________________________________________
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended December 30, 2018
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
Commission File No. 001-35603
_____________________________________________
CHUY’S HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
__________________________________________________________
DELAWARE
(State of Incorporation
or Organization)
20-5717694
(I.R.S. Employer
Identification No.)
1623 TOOMEY ROAD
AUSTIN, TEXAS
(Address of Principal Executive Offices)
78704
(Zip Code)
Registrant’s Telephone Number, Including Area Code: (512) 473-2783
__________________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock, par value $0.01 per share
Name of each exchange on which registered
Nasdaq Stock Market LLC
Securities registered pursuant to section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes
No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes
No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to
submit such files). Yes
No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein,
and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III
of this Form 10-K or any amendment to this Form 10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company,
or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging
growth company" in Rule 12b-2 of the Exchange Act:
Large accelerated filer
Non-accelerated filer
Accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
No
As of June 29, 2018 (the last business day of our most recently completed second fiscal quarter), the aggregate market value of the registrant’s
common stock held by non-affiliates was approximately $517 million.
The number of shares of the registrant’s common stock outstanding at March 7, 2019 was 16,884,987.
Table of Contents
Forward-Looking Statements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Basis of Presentation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PART I
Item 1.
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 1A. Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 1B. Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 2.
Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 3.
Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 4. Mine Safety Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 6.
Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . . . .
Item 7A. Quantitative and Qualitative Disclosures About Market Risk. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 8.
Item 9.
Changes In and Disagreements With Accountants on Accounting and Financial Disclosure . . . . . . . . . . . . .
Item 9A. Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 9B. Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PART III
Item 10. Directors, Executive Officers and Corporate Governance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 11. Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters . . . .
Item 13. Certain Relationships and Related Transactions, and Director Independence . . . . . . . . . . . . . . . . . . . . . . . .
Item 14. Principal Accounting Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 15. Exhibits and Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PART IV
Page
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4
5
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SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
49
2
Forward-Looking Statements
This annual report on Form 10-K contains forward-looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995. These statements reflect the current views of our senior management with respect to future events and our
financial performance. These statements include forward-looking statements with respect to our business and industry in general.
Statements that include the words “expect,” “intend,” “plan,” “believe,” “project,” “forecast,” “estimate,” “may,” “should,”
“anticipate” and similar statements of a future or forward-looking nature identify forward-looking statements for purposes of the
federal securities laws or otherwise.
Forward-looking statements address matters that involve risks and uncertainties. Accordingly, there are or will be important factors
that could cause our actual results to differ materially from those indicated in these statements. We believe that these factors
include, but are not limited to, the following:
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the success of our existing and new restaurants;
our ability to identify appropriate sites and develop and expand our operations;
our ability to manage our growth effectively;
we operate most of our restaurants under long-term leases which we would be obligated to perform even if we closed
our restaurants;
we may not be able to renew leases;
changes in economic conditions;
damage to our reputation or lack of acceptance of our brand in existing or new markets;
our expansion into markets that we are unfamiliar with;
economic and other trends and developments, including adverse weather conditions, in the local or regional areas in
which our restaurants are located and specifically in Texas where a large percentage of our restaurants are located;
the impact of negative economic factors, including the availability of credit, on our landlords and surrounding tenants;
changes in food availability and costs;
labor shortages and increases in our labor costs, including as a result of changes in government regulation, such as the
adoption of federal health care legislation;
food safety and food borne illness concerns;
increased competition in the restaurant industry and the segments in which we compete;
the impact of legislation and regulations regarding nutritional information, and new information or attitudes regarding
diet and health or adverse opinions about the health of consuming our menu offerings;
the impact of federal, state and local beer, liquor and food service regulations;
the impact of litigation;
the success of our marketing programs;
the impact of new restaurant openings, including the effect on our existing restaurants when opening new restaurants in
the same markets;
the loss of key members of our management team;
strain on our infrastructure and resources caused by our growth;
the inadequacy of our insurance coverage and fluctuating insurance requirements and costs;
the impact of our indebtedness on our ability to invest in the ongoing needs of our business;
our ability to obtain debt or other financing on favorable terms or at all;
the impact of a potential requirement to record asset impairment charges in the future;
the impact of security breaches of confidential customer information in connection with our electronic processing of
credit and debit card transactions;
inadequate protection of our intellectual property;
3
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the failure of our information technology system or the breach of our network security;
a major natural or man-made disaster;
our increased costs and obligations as a result of being a public company;
the failure of our internal control over financial reporting;
the impact of federal, state and local tax laws;
volatility in the price of our common stock;
the timing and amount of repurchases of our common stock, if any, changes to the Company's expected liquidity position
and the possibility that the repurchase program may be suspended or discontinued;
the impact of future sales of our common stock and any additional capital raised by us through the sale of our common
stock or grants of additional equity-based compensation;
the impact of a downgrade of our shares by securities analysts or industry analysts, the publication of negative research
or reports, or lack of publication of reports about our business;
the effect of anti-takeover provisions in our charter documents and under Delaware law;
the effect of our decision to not pay dividends for the foreseeable future;
the effect of changes in accounting principles applicable to us;
our ability to raise capital in the future; and
other risks and uncertainties described from time to time in the Company's filings with the Securities and Exchange
Commission.
Although we believe that the expectations reflected in the forward-looking statements are reasonable based on our current
knowledge of our business and operations, we cannot guarantee future results, levels of activity, performance or achievements.
The foregoing factors should not be construed as exhaustive and should be read together with other cautionary statements in this
annual report, including under the heading "Risk Factors" in Item 1A of this annual report. If one or more of these or other risks
or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from what
we anticipate. Any forward-looking statements you read in this Form 10-K reflect our views as of the date of this annual report
with respect to future events and are subject to these and other risks, uncertainties and assumptions relating to our operations,
results of operations, growth strategy and liquidity. You should not place undue reliance on these forward-looking statements and
you should carefully consider all of the factors identified in this report that could cause actual results to differ. We assume no
obligation to update these forward looking statements, except as required by law.
Basis of Presentation
We operate on a 52- or 53-week fiscal year that ends on the last Sunday of the calendar year. Each quarterly period has 13 weeks,
except for a 53-week year when the fourth quarter has 14 weeks. Our 2018 and 2016 fiscal years each consisted of 52 weeks and
our 2017 fiscal year consisted of 53 weeks. Fiscal years are identified in this annual report according to the calendar year in which
the fiscal year ends. For example, references to “2018,” “fiscal 2018,” “fiscal year 2018” or similar references refer to the fiscal
year ending December 30, 2018.
4
Unless otherwise specified, or the context otherwise requires, the references in this report to "Chuy's", “our company,” “the
Company,” “us,” “we” and “our” refer to Chuy’s Holdings, Inc. together with its subsidiaries.
PART I
ITEM 1.
BUSINESS
General
Chuy’s is a growing, full-service restaurant concept offering a distinct menu of authentic, freshly-prepared Mexican and Tex-Mex
inspired food. We were founded in Austin, Texas in 1982. As of December 30, 2018, we operated 100 restaurants across 19 states,
with an average annual unit volume of $4.3 million for our 81 comparable restaurants. Our restaurants have a common décor, but
we believe each location is unique in format, offering an “unchained” look and feel, as expressed by our motto “If you’ve seen
one Chuy’s, you’ve seen one Chuy’s!” We believe our restaurants have an upbeat, funky, eclectic, somewhat irreverent atmosphere
while still maintaining a family-friendly environment. We are committed to providing value to our customers through offering
generous portions of made-from-scratch, flavorful Mexican and Tex-Mex inspired dishes. We believe our employees are a
cornerstone of our culture and set the tone for a fun, family-friendly atmosphere with attentive service. We believe the Chuy’s
culture is one of our most valuable assets, and we are committed to preserving and continually investing in our culture and our
customers’ restaurant experience.
Our core menu was established using recipes from family and friends of our founders, and has remained relatively unchanged
over the years. We offer the same menu during lunch and dinner, which includes enchiladas, fajitas, rellenos, tacos, burritos,
combination platters and daily specials, complemented by a variety of appetizers, soups and salads. Each of our restaurants also
offers a variety of homemade sauces, including our signature Hatch Green Chile, Boom-Boom and Creamy Jalapeño sauces, all
of which we make from scratch daily in each restaurant. These sauces are a key element of our offering and provide our customers
with an added ability to customize their orders. Our menu offers considerable value to our customers, with our average check of
$15.08 as of December 30, 2018, which we believe is on the lower end of our casual dining peer group. We also offer a full-service
bar in all of our restaurants providing our customers a wide variety of beverage offerings, featuring a selection of specialty cocktails
including our signature on-the-rocks margaritas made with fresh, hand-squeezed lime juice and the King's Punch, a made-to-order,
hand-shaken rum cocktail served in our signature shaker. The bar represents an important aspect of our concept, where customers
frequently gather prior to being seated. For the twelve months ended December 30, 2018, alcoholic beverages constituted 18.4%
of our total restaurant sales.
We strive to create a unique and memorable customer experience at each of our locations. While the layout in each of our restaurants
varies, we maintain distinguishable elements across our locations, including hand-carved, hand-painted wooden fish imported
from Mexico, a variety of vibrant Mexican folk art, a “Nacho Car” that provides complimentary chips, salsa and chile con queso
in the trunk of a classic car, vintage hubcaps hanging from the ceiling, colorful hand-made floor and wall tile and festive metal
palm trees. Including patio space, our restaurants range in size from 5,300 to 12,200 square feet, with seating for approximately
200 to 400 customers. Nearly all of our restaurants feature outdoor patios. We design our restaurants to have flexible seating
arrangements that allow us to cater to families and parties of all sizes. Our brand strategy of having an “unchained” look and feel
allows our restaurants to establish their own identity and provides us with a flexible real estate model. Our site selection process
is focused on conversions of existing restaurants as well as new ground-up prototypes in select locations. Our restaurants are open
for lunch and dinner seven days a week. We serve approximately 5,400 customers per location per week or 280,000 customers
per location per year, on average, by providing high-quality, freshly prepared food at a competitive price point. We believe that
many of Chuy’s frequent customers visit one of our restaurants multiple times per week.
Our Business Strengths
Over our 36-year operating history, we have developed and refined the following strengths:
Fresh, Authentic Mexican and Tex-Mex Inspired Cuisine. Our goal is to provide unique, authentic Mexican and Tex-Mex inspired
food using only the freshest ingredients. We believe we serve authentic Mexican and Tex-Mex inspired food based on our recipes,
ingredients, cooking techniques and food pairings, which originated from our founders’ friends and families from Mexico, New
Mexico and Texas. Every day in each restaurant, we roast and hand pull whole bone-in chicken breasts, hand roll fresh tortillas,
squeeze fresh lime juice and prepare fresh guacamole from whole avocados. In addition, we make all ten of our homemade sauces
daily using high-quality ingredients. We believe this commitment to made-from-scratch, freshly prepared cooking results in great
tasting, high-quality food, a sense of pride among our restaurant employees and loyalty among our customers. Some of our kitchen
managers travel to Hatch, New Mexico every summer to hand-select batches of our green chiles. We believe our commitment to
serving high-quality food is also evidenced by serving only Choice quality beef and fresh ingredients. We believe our servers and
kitchen staff are highly proficient in executing the core menu and capable of satisfying large quantities of custom orders, as the
majority of our orders are personalized.
5
Considerable Dining Value with Broad Customer Appeal. We are committed to providing value to our customers through offering
generous portions of flavorful Mexican and Tex-Mex inspired dishes using fresh, high-quality ingredients. We believe our menu
offers a considerable value proposition to our customers, with our average check of $15.08 as of December 30, 2018, which we
believe is on the lower end of our casual dining peer group. Through our educational programs, we train our employees to make
sure that each plate is prepared according to our presentation and recipe standards.
Although our core demographic is ages 21 to 44, we believe our restaurants appeal to a broad spectrum of customers and will
continue to benefit from trends in consumers’ preferences. We believe consumers are craving bold, spicy and flavorful foods, like
those featured in our core offering. Additionally, we believe our brand appeals to a wide demographic and will continue to benefit
from the growing demand for fresh, authentic Mexican and Tex-Mex inspired food and a fun, festive dining experience. We believe
we are also an attractive venue for families and other large parties, and consider some of our restaurants to be destination locations,
drawing customers from as far as 30 miles away. We locate our restaurants in high-traffic locations to attract primarily local patrons
with limited reliance on business travelers.
Upbeat Atmosphere Coupled with Irreverent Brand Helps Differentiate Concept. As stated in our motto “If you’ve seen one Chuy’s,
you’ve seen one Chuy’s!” each of our restaurants is uniquely designed. However, most share a few common elements—hand-
carved, hand-painted wooden fish, vintage hubcaps hanging from the ceiling, colorful hand-made floor and wall tile, palm trees
hand-crafted from scrap metal and a variety of colorful Mexican folk art. Much of this décor, including all of the wooden fish and
painted tiles, is sourced from vendors in Mexican villages that have partnered with us for decades. Additionally, virtually all
restaurants during weekday happy hours feature a complimentary self-serve “Nacho Car,” a hollowed-out, customized classic car
trunk filled with fresh chips, salsa, chile con queso and more.
We believe these signature elements, combined with attentive service from our friendly and energetic employees create an upbeat
ambience with a funky, eclectic and somewhat irreverent atmosphere. Our restaurants feature a fun mix of rock and roll rather
than traditional Mexican-style music, which we believe helps to provide an energetic customer experience. We also believe that
each restaurant reflects the character and history of its individual community. Many of our restaurants have added unique, local
elements such as a special wall of photos featuring customers with their dogs. We believe this has allowed our customers to develop
a strong sense of pride and ownership in their local Chuy’s.
Deep Rooted and Inspiring Company Culture. We believe the Chuy’s culture is one of our most valuable assets, and we are
committed to preserving and continually investing in our culture and restaurant experience. Since our founding in 1982, we believe
we have developed close personal relationships with our customers, employees and vendors. We emphasize a fun, passionate and
authentic culture and support active social responsibility and involvement in local communities. We regularly sponsor a variety
of community events including our annual Chuy’s Children Giving to Children Parade and other local charitable events. We also
support St. Jude Children's Research Hospital on their annual pin-up campaign, raising money and awareness for childhood cancer
treatments. We believe our employees and customers share a unique energy and passion for our concept. We believe these
characteristics contribute to our favorable annual employee turnover rate at our comparable restaurants and our goal of promoting
40% of restaurant-level managers from within, as well as our solid base of repeat customers.
In order to retain our unique culture as we grow, we invest significant time and capital into our training programs. We devote
substantial resources to identifying, selecting and training our restaurant-level employees. We believe our focus on cultural training
is a core aspect of our Company and reinforces our commitment to the Chuy’s brand identity. In conjunction with our training
activities, we hold “Culture Clubs” 15 times or more per year, as a means to fully impart the Chuy’s story through personal
appearances by our founders.
Flexible Business Model with Industry Leading Unit Economics. We have a long standing track record of consistently producing
high average unit volumes relative to competing Mexican concepts, as well as established casual dining restaurants. For the twelve
months ended December 30, 2018, our comparable restaurants generated average unit volumes of $4.3 million, with our highest
volume comparable restaurant generating approximately $9.2 million. We have opened and operated restaurants in Texas, the
Southeast and the Midwest and achieved attractive rates of return on our invested capital, providing a strong foundation for
expansion in both new and existing markets. Under our investment model, our new restaurant openings have historically required
a net cash investment of approximately $2.4 million. For our new unit openings, we estimate the cost of a conversion or ground-
up buildout will require a total cash investment of $2.0 million to $3.5 million (net of estimated tenant incentives of between zero
and $1.0 million).
Experienced Management Team. We are led by a management team with significant experience in all aspects of restaurant
operations. As of December 30, 2018 our senior management team had an average of approximately 34 years of restaurant
experience and our 101 general managers had an average tenure at Chuy’s of approximately 6 years. In 2007, we hired our CEO
and President, Steve Hislop. Mr. Hislop is the former President of O’Charley’s Restaurants, where he spent 19 years performing
a variety of functions, including serving as Concept President and a member of the board of directors, and helped grow the business
from 12 restaurants to a multi-concept company with 347 restaurants during his tenure. Since Mr. Hislop’s arrival in 2007, we
6
have accelerated our growth plan and opened 92 new restaurants, net of one relocation, as of December 30, 2018, and entered 18
new states.
Our Business Strategies
Pursue New Restaurant Development. We plan to identify and pursue major markets for expansion, where we believe we can
achieve high unit volumes and attractive unit level returns, while at the same time backfilling our existing markets to continue to
build brand awareness. We believe the broad appeal of the Chuy’s concept, historical unit economics and flexible real estate
strategy enhance the portability of our concept and provide us opportunity for continued expansion. Currently, our new restaurant
development primarily consists of ground up construction and conversions of existing structures.
We have built a scalable infrastructure and have grown our restaurant base through a challenging economic environment. In 2016,
we opened twelve new restaurants, one in a new market and eleven backfilling existing markets. We opened eleven new restaurants
in 2017, three in new markets and eight backfilling existing markets. We opened nine new restaurants in 2018, one in a new market
and eight backfilling existing markets. During 2019, we plan to open a total of five to seven restaurants in proven existing markets.
Deliver Consistent Comparable Restaurant Sales Through Providing High-Quality Food and Service. We believe we will be able
to generate comparable restaurant sales growth by consistently providing an attractive price/value proposition for our customers
with excellent service in an upbeat atmosphere. We remain focused on delivering freshly prepared, authentic, high-quality Mexican
and Tex-Mex inspired cuisine at a considerable value to our customers. Though the core menu will remain unchanged, we will
continue to explore potential additions as well as limited time food and drink offerings. Additionally, we will continue to promote
our brand and drive traffic through local marketing efforts, social media and charity events such as the Chuy’s Children Giving
to Children Parade, as well as our line of eclectic t-shirts.
We prioritize customer service in our restaurants, and will continue to invest significantly in ongoing training of our employees.
In addition to our new manager's training program and frequent “Culture Clubs,” 20 to 24 of our trainers are dispatched to open
new restaurants and ensure a solid foundation of customer service, food preparation and our cultured environment. We believe
these initiatives will help enhance customer satisfaction, minimize wait times and help us serve our customers more efficiently
during peak periods, which we believe is particularly important at our restaurants that operate at or near capacity.
Leverage Our Infrastructure. In preparation for our new restaurant development plan, we have made investments in our
infrastructure over the past several years. We believe we now have the corporate and restaurant-level supervisory personnel in
place to support our growth plan for the foreseeable future without significant additional investments in infrastructure. Therefore,
we believe that as the restaurant base grows, our general and administrative costs are expected to increase at a slower growth rate
than our revenue.
Real Estate
As of (cid:3)December 30, 2018, we leased 107 locations, of which 87 are free-standing restaurants and 20 are end-cap or in-line
restaurants in Class A locations. During the year ended December 30, 2018, we also purchased one lot for development of a
free-standing restaurant. End-cap restaurants are highly visible locations at one of the ends of a retail development whereas in-
line restaurants are locations that are between multiple retail locations within a development. Class A locations are upscale
properties with easily identifiable locations and convenient access that are surrounded by other upscale properties. Including
patio space, our restaurants range in size from approximately 5,300 to 12,200 square feet, averaging approximately 8,500
square feet with seating capacity for approximately 200 to 400 customers. Since the beginning of 2008 through December
30, 2018, we have opened 92 new restaurants, net of one relocation. Since our inception in 1982 through December 30, 2018,
we have moved three locations and closed three locations. Subsequent to fiscal year 2018, we closed one restaurant in
Miami, Florida and another restaurant in Cumberland, Georgia. All of our leases provide for base (fixed) rent, plus the
majority provide for additional rent based on gross sales (as defined in each lease agreement) in excess of a stipulated
amount, multiplied by a stated percentage. A significant percentage of our leases also provide for periodic escalation of
minimum annual rent either based upon increases in the Consumer Price Index or a pre-determined schedule. Typically, the
initial terms of our leases are 10 or 15 years in length with two to three, five-year extension options. The initial terms of our
leases currently expire between 2021 and 2039. We are also generally obligated to pay certain real estate taxes, insurances,
common area maintenance charges and various other expenses related to the properties. Our corporate headquarters is also
leased and is located at 1623 Toomey Road, Austin, Texas 78704.
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Site Selection Process
We have developed a targeted site acquisition and qualification process incorporating management’s experience as well as extensive
data collection, analysis and interpretation. We are currently pursuing restaurants in existing markets, and we will continue to
expand in selected regions throughout the U.S. Our Director of Real Estate and Development works with a master broker who is
responsible for identifying and working with local brokers to conduct preliminary research regarding possible development
locations. This master broker also assists in site selection and market research. The preliminary research includes an analysis of
traffic patterns, parking, access, demographic characteristics, population density, hotel occupancy, major employers, restaurant
sales, level of affluence and current or expected co-retail and restaurant tenants. Our Director of Real and Estate Development
and the master broker then present potential sites to our Vice President of Real Estate and Development. If our financial criteria
for the site are satisfied, our Vice Presidents of Operations and Chief Executive Officer visit the site and our management negotiates
the lease. The key criteria we have for a site is that the population within a three mile radius of the restaurant has a high concentration
of our target demographic, which is persons ages 21 to 44 and persons with median income ranges in excess of $60,000 per year
that dine out frequently. We also prefer locations with high visibility, especially in a new market, and ample surface parking spaces.
Subsequent to December 30, 2018, we engaged a full-service spatial analytics firm to conduct a comprehensive analysis of new
market potential, customer profiling and site selection. This will enhance our market and site selection process with location-based
data analytics for our development plan for 2020.
We seek to identify sites that contribute to our “If you’ve seen one Chuy’s, you’ve seen one Chuy’s” vision, meaning no two
restaurants are alike. As we do not have standardized restaurant requirements with respect to size, location or layout, we are able
to be flexible in our real estate selection process. In line with this strategy, we prefer to identify a combination of conversion sites
as well as ground-up prototypes.
Design
After identifying a site, we commence our restaurant buildout. We strive to create a unique and memorable customer experience
at each of our locations. While the layout in each of our restaurants varies, we maintain certain distinguishable elements across
virtually all locations – hand-carved, hand-painted wooden fish imported from Mexico, a variety of vibrant Mexican folk art, a
“Nacho Car” that provides complimentary chips, salsa and chile con queso in the trunk of a classic car, vintage hubcaps hanging
from the ceiling, colorful hand-made floor and wall tile and festive metal palm trees. Nearly all of our restaurants feature outdoor
patios. Additionally, our flexible seating arrangements allow us to cater to families and parties of all sizes including larger groups,
which we believe is a key differentiator from other casual dining operators.
Our new restaurants are either ground-up prototypes or conversions. For our new unit openings, we estimate the cost of a conversion
or ground-up buildout will require a total cash investment of $2.0 million to $3.5 million (net of estimated tenant incentives of
between zero and $1.0 million). The flexibility of our concepts has enabled us to open restaurants in a wide variety of locations,
including high-density residential areas and near shopping malls, lifestyle centers and other high-traffic locations. On average, it
takes us approximately 14 to 18 months from identification of the specific site to opening the doors for business. In order to
maintain consistency of food and customer service as well as the unique atmosphere at our restaurants, we have set processes and
timelines to follow for all restaurant openings.
The development and construction of our new sites is the responsibility of our real estate and development team. Several project
managers are responsible for building the restaurants, and several staff members manage purchasing, budgeting, scheduling and
other related administrative functions.
New Restaurant Development
We have opened 92 new locations, net of one relocation, since the beginning of 2008 through December 30, 2018 and our
management believes we are well-positioned to continue our growth through our new restaurant pipeline, which includes locations
currently under development. We maintain a commitment to capitalizing on opportunities and realizing efficiencies in our existing
markets. Additionally, we seek to identify new markets in which we believe there is capacity for us to open multiple restaurants.
Restaurant Operations
We currently have twenty-one supervisors that report directly to our four Vice Presidents of Operations who in turn report to our
Chief Operating Officer. Each supervisor oversees an average of approximately four to six restaurants. The staffing at our restaurants
typically consists of a general manager, a kitchen manager and three to five assistant managers. In addition, each of our restaurants
employs approximately 100 hourly employees. Our Chief Operating Officer was appointed in September 2018 and has served the
Company in different roles since 2010.
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Sourcing and Supply
As of December 30, 2018, we have one national distributor, Performance Food Group (“PFG”), and various other suppliers to
provide our beef, cheese, beans, soybean oil, beverages and our groceries. Our national distributor makes deliveries to each
restaurant two to three times each week. Our distributor relationship with PFG has been in place for approximately six years and,
as of July 1, 2018, now covers all of our locations. Previously, we used Labatt Foodservice in Texas, Oklahoma, Louisiana and
Colorado across 42 locations as well as PFG in the rest of the United States across the other 58 locations. The transition to one
national distributor maximizes purchasing efficiency and facilitates distribution logistics. For our chicken products, we now also
rely on one supplier for all of our locations. For our green chiles, we contract to buy through suppliers located in New Mexico.
Each restaurant, through its general manager and kitchen manager, purchases its produce locally. Changes in the price or availability
of certain food products could affect the profitability of certain food items, our ability to maintain existing prices and our ability
to purchase sufficient amounts of items to satisfy our customers’ demands.
We are currently under contract with our principal non-alcoholic beverage providers through the fall of 2020 and intend to renew
these contracts in the fall of 2019. Our ability to arrange national distribution of alcoholic beverages is restricted by state law;
however, where possible, we negotiate directly with spirit companies and/or regional distributors. We also contract with a third-
party provider to source our cooking oil.
Food Safety
Providing a safe and clean dining experience for our customers is essential to our mission statement. We have taken steps to control
food quality and safety risks, including implementing a training program for our kitchen staff, employees and managers focusing
on food safety and quality assurance. In addition, to minimize the risk of food-borne illness, we have implemented a Hazard
Analysis and Critical Control Points (“HACCP”) system for managing food safety and quality. We also consider food safety and
quality assurance when selecting our distributors and suppliers. Our suppliers are inspected by federal, state and local regulators
or other reputable, qualified inspection services, which helps ensure their compliance with all federal food safety and quality
guidelines.
Building Our Brand
We believe our restaurants appeal to a broad spectrum of customers due to our freshly-prepared food and beverage offerings,
attentive service and festive dining experience. Our target demographic is persons ages 21 to 44 and persons with median income
in excess of $60,000 per year that dine out frequently. We aim to build our brand image and awareness at the company level while
retaining local neighborhood relationships. We achieve this through digital initiatives and targeted traditional advertising that
attract new customers combined with local store marketing initiatives aimed at increasing the frequency of visits by our current
customers. We partner with a national media marketing agency and a full-service marketing communication agency to plan our
marketing strategy and our core creative direction. At the local level, we primarily foster relationships with local schools, hotels,
businesses, sports teams and neighborhood associations and sponsor local charity events. We also focus on generating significant
brand awareness at new restaurant openings.
Digital Marketing
We have increased our digital presence through search and mobile advertising, online listings and paid social media promotions.
In addition to reaching a larger audience with targeted messaging and radius geo-fencing, we are gathering more accurate
demographic information and insight into our customers behaviors. Our Online Ordering platform is fully integrated with our
digital initiatives, generating another data point. Our increased social media presence has enabled us to reach a significant number
of people in a timely fashion and at a low cost. We use Facebook, Instagram and Twitter to promote our brand. We have a Facebook
page and a social media champion for every restaurant, allowing us to connect to the community with local content and celebrate
our people and our culture.
Local Store Marketing
Since our founding in 1982, Chuy’s success has stemmed from close personal relationships with our customers, employees and
vendors. We believe the Chuy’s culture, which emphasizes fun and authenticity while fostering social responsibility and
involvement in local communities, is one of our most valuable assets, and we are committed to preserving and continually investing
in it.
A key aspect of our local restaurant marketing/branding strategy is developing community relationships. Our restaurant managers
are closely involved in developing and implementing our local store marketing initiatives.
We regularly support a variety of community events, primarily focusing on helping children's charities. Over Thanksgiving
weekend, we host the Chuy’s Children Giving to Children Parade, which collects toys for Operation Blue Santa in Austin, Texas.
Operation Blue Santa gives gifts and holiday meals to families in need in Central Texas. Other local events include the Give Kids
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the World and Something mAAgic Foundation event in Orlando, Florida, the Youth for Tomorrow Golf Classic in Northern Virginia,
and the Vanderbilt Children's Hospital River of Hope Radiothon in Nashville, Tennessee.
A strong relationship with our green chile farmer in Hatch, New Mexico, has resulted in our long-standing Green Chile Festival,
one of our largest annual promotions. During the peak of harvest season in late summer, we celebrate the Hatch green chile with
special menu items and promotional giveaways.
New Restaurant Openings
We have a marketing strategy that we use in connection with opening new restaurants to help build local brand recognition and
create a “buzz”. We engage local public relations partners to assist us with earned media coverage, identifying events for Chuy’s
to be a part of, establishing relationships with local charities and networking with community leaders. We strategically choose
community events in the months leading up to our opening date to promote the new location and build local relationships. We
employ a variety of pre-opening marketing initiatives such as paid social media promotions, delivering free food to businesses
highlighting our defining differences, fundraising for our charity partner and hosting a dog event to collect pictures for our “dog
wall.” On opening day, we promote our “First 50” contest, giving the first 50 customers in line a punch card for free Chuy’s every
month for a year.
Training and Employee Programs
We devote significant resources to identifying, selecting and training restaurant-level employees, with an approximately 20-week
training program for all of our restaurant managers that includes an average of 11 weeks of restaurant training and eight to nine
weeks of “cultural” training, in which managers observe our established restaurants’ operations and customer interactions. We
typically have ten in-store trainers at each existing location who provide both front- and back-of-the-house training on site. We
conduct comprehensive training programs for our management, hourly employees and corporate personnel. Our training program
covers leadership, team building, food safety certification, alcohol safety programs, customer service philosophy training, sexual
harassment training and other topics.
Our training process in connection with opening new restaurants has been refined over the course of our experience. Trainers
oversee and conduct both service and kitchen training and are on site through the first two weeks of opening and remain on site
for two to three additional weeks as needed and depending on unit volumes during the initial weeks. We have two front- and two
back-of-the-house training coordinators, and these training coordinators remain on-site to manage the opening for approximately
the same period as our other trainers. The lead and other trainers assist in opening new locations and lend support and introduce
our standards and culture to the new team. We believe that hiring the best available team members and committing to their training
helps keep retention high during the restaurant opening process.
Management Information Systems
Our new point-of-sale system ("POS") services all of our restaurants and allows for easy integrations from other business
applications. Our new POS processes payments, collection of cash, credit and debit card transactions and other processes and
procedures. We also use an enterprise back office software program in all of our locations. This program compiles our sales,
accounts payable, payroll, inventory and purchasing information and communicates that information to our headquarters to provide
visibility into our restaurant level operations.
We accept credit cards as a method of payment at all of our restaurants. In an effort to provide the best security to our customers'
credit card information, we utilize P2Pe solution, an encryption platform, to ensure that no credit card data is stored in our internal
systems. We also use equipment that can process smart payment cards, commonly referred to as EMV (Europay, Mastercard and
Visa) for credit card processing. In addition, we deployed industry-leading switching and firewall protection at all company owned
internet connections. This allowed us to increase our visibility into the use of our private network, and enhanced our ability to
detect malicious or improper digital activity. During 2018, we implemented an online ordering system, which is fully integrated
with our POS. This will facilitate the growth of our off-premise sales.
In 2019, we plan to invest in business intelligence technologies and data infrastructure, which will create efficiencies and simplify
our business operations.
Government Regulation
We are subject to numerous federal, state and local laws affecting our business. Each of our restaurants is subject to licensing and
regulation by a number of government authorities, which may include alcoholic beverage control, nutritional information disclosure,
health, sanitation, environmental, zoning and public safety agencies in the state or municipality in which the restaurant is located.
For the twelve months ended December 30, 2018, 18.4% of our total restaurant sales were attributable to alcoholic beverages.
Alcoholic beverage control regulations require each of our restaurants to apply to a state authority and, in certain locations, county
and municipal authorities, for licenses and permits to sell alcoholic beverages on the premises. Typically, licenses must be renewed
annually and may be subject to penalties, temporary suspension or revocation for cause at any time. Alcoholic beverage control
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regulations impact many aspects of the daily operations of our restaurants, including the minimum ages of patrons and staff
members consuming or serving these beverages, respectively; staff member alcoholic beverage training and certification
requirements; hours of operation; advertising; wholesale purchasing and inventory control of these beverages; the seating of minors
and the servicing of food within our bar areas; special menus and events, such as happy hours; and the storage and dispensing of
alcoholic beverages. State and local authorities in many jurisdictions routinely monitor compliance with alcoholic beverage laws.
We are subject to “dram shop” statutes in most of the states in which we operate, which generally provide a person injured by an
intoxicated person the right to recover damages from an establishment that wrongfully served alcoholic beverages to the intoxicated
person.
Various federal and state labor laws govern our operations and our relationships with our staff members, including such matters
as minimum wages, breaks, overtime, fringe benefits, safety, working conditions and citizenship or work authorization
requirements. We are also subject to the regulations of the U.S. Citizenship and Immigration Services and U.S. Customs and
Immigration Enforcement. In addition, some states in which we operate have adopted immigration employment laws which impose
additional conditions on employers. Even if we operate our restaurants in strict compliance with the laws, rules and regulations
of these federal and state agencies, some of our staff members may not meet federal citizenship or residency requirements or lack
appropriate work authorizations, which could lead to a disruption in our work force. Significant government-imposed increases
in minimum wages, paid or unpaid leaves of absence, sick leave, and mandated health benefits, or increased tax reporting, assessment
or payment requirements related to our staff members who receive gratuities, could be detrimental to the profitability of our
restaurants operations. Further, we continue to assess the impact of federal health care legislation on our health care benefit costs.
Our distributors and suppliers also may be affected by higher minimum wage and benefit standards, which could result in higher
costs for goods and services supplied to us. In addition, while we carry employment practices insurance covering a variety of
labor-related liability claims, a settlement or judgment against us that is uninsured or in excess of our coverage limitations could
have a material adverse effect on our results of operations, liquidity, financial position or business.
We are or may become subject to laws and regulations requiring disclosure of calorie, fat, trans-fat, salt and allergen content. Several
states and local jurisdictions have adopted or are considering various food and menu nutritional labeling requirements, many of
which are inconsistent or are interpreted differently from one jurisdiction to another and many of which may be superseded by
the new federal regulations under the Patient Protection and Affordable Care Act of 2010 ("PPACA") which went into an effect
on May 7, 2018. The PPACA federal legislation requires chain restaurants with 20 or more locations in the United States to comply
with federal nutritional disclosure requirements. However, future regulatory action may result in changes to the federal nutritional
disclosure requirements. For additional information, see “Risk Factors - Legislation and regulations requiring the display and
provision of nutritional information for our menu offerings, and new information or attitudes regarding diet and health or adverse
opinions about the health effects of consuming our menu offerings, could affect consumer preferences and negatively impact our
results of operations.” While we believe our ability to adapt to consumer preferences is a strength of our concept, the effect of
such labeling requirements on consumer choices, if any, is unclear at this time.
There is also a potential for increased regulation of food in the United States, such as requirements to maintain a HACCP system.
HACCP refers to a management system in which food safety is addressed through the analysis and control of potential hazards
from production, procurement and handling, to manufacturing, distribution and consumption of the finished product. Many states
have adopted legislation or implemented regulations which require restaurants to develop and implement HACCP Systems.
Similarly, the United States Congress and the FDA continue to expand the sectors of the food industry that must adopt and implement
HACCP programs. We cannot assure you that we will not have to expend additional time and resources to comply with new food
safety requirements either required by current or future federal food safety regulation or legislation. Additionally, our suppliers
may initiate or otherwise be subject to food recalls that may impact the availability of certain products, result in adverse publicity
or require us to take actions that could be costly for us or otherwise harm our business.
We are subject to a variety of federal and state environmental regulations concerning the handling, storage and disposal of hazardous
materials, such as cleaning solvents, and the operation of restaurants in environmentally sensitive locations may impact aspects
of our operations. During fiscal 2018, there were no material capital expenditures for environmental control facilities, and no such
expenditures are anticipated.
Our facilities must comply with the applicable requirements of the Americans with Disabilities Act of 1990 (“ADA”) and related
federal and state statutes. The ADA prohibits discrimination on the basis of disability with respect to public accommodations and
employment. Under the ADA and related federal and state laws, we must make access to our new or significantly remodeled
restaurants readily accessible to disabled persons. We must also make reasonable accommodations for the employment of disabled
persons.
We have a significant number of hourly restaurant staff members who receive income from gratuities. We rely on our staff members
to accurately disclose the full amount of their tip income and we base our FICA tax reporting on the disclosures provided to us
by such tipped employees.
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Intellectual Property
We believe that having distinctive marks that are registered and readily identifiable is an important factor in identifying our brand
and differentiating our brand from our competitors. We currently own registrations from the United States Patent and Trademark
Office (“USPTO”) for the following trademarks: Chuy’s; Chuy’s Mil Pescados Bar (stylized lettering); Chuy’s Green Chile Festival;
Fish with sunglasses (our emblematic fish design); and Chuy’s Children Giving to Children Parade, which we have the right to
use under our Parade Sponsorship agreement. We have also registered our chuys.com domain name. However, as a result of our
settlement agreement with an unaffiliated entity, Baja Chuy's Mesquite Broiler, Inc. ("Baja Chuy’s"), we may not use “Chuy’s”
in Nevada, California or Arizona. An important part of our intellectual property strategy is the monitoring and enforcement of our
rights in markets in which our restaurants currently exist or markets which we intend to enter in the future. We also monitor
trademark registers to oppose the applications to register confusingly similar trademarks or to limit the expansion of the scope of
goods and services covered by existing similar trademarks. We enforce our rights through a number of methods, including the
issuance of cease-and-desist letters or making infringement claims in federal court.
Competition
The restaurant business is intensely competitive with respect to food quality, price/value relationships, ambience, service and
location, and is affected by many factors, including changes in consumer tastes and discretionary spending patterns, macroeconomic
conditions, demographic trends, weather conditions, the cost and availability of raw materials, labor and energy and government
regulations. Our main competitors are full service concepts in the multi-location, casual dining segment in which we compete
most directly for real estate locations and customers, including Texas Roadhouse, Cheddar’s Scratch Kitchen and BJ’s Restaurants.
We also compete with other providers of Tex-Mex and Mexican fare and adjacent segments, including casual and fast casual
segments. We believe we compete favorably for consumers on our food quality, price/value and unique ambience and experience
of our restaurants.
Seasonality
Our business is subject to seasonal fluctuations with restaurant sales typically higher during the spring and summer months.
Adverse weather conditions during our most favorable months or periods may affect customer traffic. In addition, at nearly all of
our restaurants we have outdoor seating, and the effects of adverse weather may impact the use of these areas and may negatively
impact our revenues.
Employees
As of December 30, 2018, we had approximately 9,000 employees, including 100 corporate management and staff personnel, 700(cid:3)
restaurant level managers and 8,200 hourly employees. None of our employees are unionized or covered by a collective bargaining
agreement. We believe that we have good relations with our employees.
Company Information
The Company was incorporated in Delaware in 2006. Our principal executive office is located at 1623 Toomey Road, Austin,
Texas 78704 and our telephone number is 1-888-HEY-CHUY. Our website address is www.chuys.com. The information on our
website is not incorporated by reference into this report.
The Company’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments
to those reports are available free of charge on the Company’s website as soon as reasonably practicable after such material is
electronically filed with, or furnished to, the Securities and Exchange Commission ("SEC"). In addition, copies of the Company’s
annual report will be made available, free of charge, on written request.
ITEM 1A. RISK FACTORS
In evaluating our Company, you should consider carefully the following risk factors and the other information in this report,
including our consolidated financial statements and related notes to those statements. If any of the following risks actually occur,
our business, financial condition and operating results could be adversely affected.
Risks Relating to Our Business and Industry
Our financial results depend significantly upon the success of our existing and new restaurants.
Future growth in our revenues and profits will depend on our ability to develop profitable new restaurants, maintain or grow sales
and efficiently manage costs in our existing and new restaurants. As of December 30, 2018, we operated 100 restaurants, of which
19 restaurants are not considered comparable. The results achieved by these restaurants may not be indicative of longer-term
performance or the potential market acceptance of restaurants in other locations.
The success of our restaurants revolves principally around customer traffic and average check per customer and customer
experience. Significant factors that might adversely affect the average customer traffic and average check include, without
limitation:
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uncertain or declining economic conditions, including housing market downturns, rising unemployment rates, lower
disposable income, credit conditions, fuel prices and consumer confidence and other events or factors that adversely
affect consumer spending in the markets we serve;
increased competition in the restaurant industry, particularly in the Mexican cuisine and casual and fast-casual dining
segments;
changes in consumer preferences;
customers’ budgeting constraints;
customers' acceptance of our brand in new markets;
customers’ failure to accept menu price increases that we may make to offset increases in key operating costs;
our reputation and consumer perception of our concepts’ offerings in terms of quality, price, value, ambience and service;
and
customer experiences from dining in our restaurants.
Our restaurants are also susceptible to increases in certain key operating expenses that are either wholly or partially beyond our
control, including, without limitation:
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food and other raw materials costs, many of which we do not or cannot effectively hedge;
labor costs, including wage, workers’ compensation and other benefits expenses;
rent expenses and construction, remodeling, maintenance and other costs under leases for our new and existing restaurants;
compliance costs as a result of changes in regulatory or industry standards;
energy, water and other utility costs;
costs for insurance (including health, liability and workers’ compensation);
information technology and other logistical costs; and
expenses due to litigation against us.
Certain of our restaurants operate at or near capacity. As a result, we may be unable to grow or maintain same store sales at those
restaurants, particularly if additional restaurants are opened near the existing location. The failure of our existing or new restaurants
to perform as expected could have a significant negative impact on our financial condition and results of operations.
Our long-term success is highly dependent on our ability to successfully identify appropriate sites and develop and expand our
operations in existing and new markets.
We intend to develop new restaurants in our existing markets, and selectively enter into new markets. Since the start of 2008, we
have expanded from 8 to 100 restaurants as of December 30, 2018. We plan to open a total of five to seven restaurants during
fiscal year 2019. There can be no assurance that any new restaurant that we open will have similar operating results to those of
existing restaurants. We may not be able to open our planned new restaurants on a timely basis, if at all, and, if opened, these
restaurants may not be operated profitably. The number and timing of new restaurants opened during any given period, and their
associated contribution to operating growth, may be negatively impacted by a number of factors including, without limitation:
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identification and availability of appropriate locations that will drive high levels of customer traffic and sales per unit;
inability to generate sufficient funds from operations or to obtain acceptable financing to support our development;
recruitment and training of qualified operating personnel in the local market;
availability of acceptable lease arrangements, including sufficient levels of tenant allowances;
the financial viability of our landlords, including the availability of financing for our landlords and our landlords ability
to pay tenant incentives on a timely basis;
construction and development cost management;
timely delivery of the leased premises to us from our landlords and punctual commencement of our buildout construction
activities;
delays due to the customized nature of our restaurant concepts and decor, construction and pre-opening processes for
each new location;
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obtaining all necessary governmental licenses and permits, including our liquor licenses, on a timely basis to construct
or remodel and operate our restaurants;
inability to comply with certain covenants under our revolving credit facility (the "Revolving Credit Facility") that could
limit our ability to open new restaurants;
consumer tastes in new geographic regions and acceptance of our restaurant concept;
competition in new markets, including competition for restaurant sites;
unforeseen engineering or environmental problems with the leased premises;
adverse weather during the construction period;
anticipated commercial, residential and infrastructure development near our new restaurants; and
other unanticipated increases in costs, any of which could give rise to delays or cost overruns.
We have experienced, and expect to continue to experience, delays in restaurant openings from time to time. Such actions may
limit our growth opportunities. We cannot assure you that we will be able to successfully expand or acquire critical market presence
for our brand in new geographical markets, as we may encounter well-established competitors with substantially greater financial
resources. We may be unable to find attractive locations, build name recognition, successfully market our brand or attract new
customers. We may incur additional costs in new markets, particularly for transportation and distribution, which may impact the
profitability of those restaurants. Competitive circumstances and consumer characteristics and preferences in new market segments
and new geographical markets may differ substantially from those in the market segments and geographical markets in which we
have substantial experience. If we are unable to expand in existing markets or penetrate new markets, our ability to increase our
revenues and profitability may be harmed.
If we fail to manage our growth effectively, it could harm our business.
Failure to manage our growth effectively could harm our business. We have grown significantly since 2008 and intend to continue
growing in the future. Our objective is to grow our business and increase stockholder value by (1) expanding our base of restaurants
that are profitable and (2) increasing sales and profits at existing restaurants. While both these methods of achieving our objective
are important to us, historically the most significant means of achieving our objective has been through opening new restaurants
and operating these restaurants on a profitable basis. As we open and operate more restaurants, our rate of expansion relative to
the size of our existing restaurant base will decline, which may make it increasingly difficult to achieve levels of sales and
profitability growth that we have seen in the past. In addition, our existing restaurant management systems, financial and
management controls and information systems may not be adequate to support our planned expansion. Our ability to manage our
growth effectively will require us to continue to enhance these systems, procedures and controls and to locate, hire, train and retain
management and operating personnel. We also have placed an emphasis on our culture, which we believe has been an important
contributor to our success. As we grow, we may have difficulty maintaining our culture or adapting it sufficiently to meet the needs
of our operations. We cannot assure you that we will be able to respond on a timely basis to all of the changing demands that our
planned expansion will impose on management and on our existing infrastructure. If we are unable to manage our growth effectively,
our business and operating results could be materially adversely impacted.
Any decision to either reduce or accelerate the pace of openings may positively or adversely affect our comparative financial
performance.
Our opening costs continue to be significant and the amount incurred in any single year or quarter is dependent on the number of
restaurants expected to be opened during that time period. As such, our decision to either decrease or increase the rate of openings
may have a significant impact on our financial performance for the period of time being measured. Therefore, if we decide to
reduce our openings, our comparable opening costs will be lower and the short-term effect on our comparative financial performance
will be favorable. Conversely, if the rate at which we develop and open new restaurants is increased to higher levels in the future,
the resulting increase in opening costs will have an unfavorable short-term impact on our comparative financial performance.
We occupy most of our restaurants under long-term non-cancelable leases for which we may remain obligated to perform
under even after a restaurant closes, and we may be unable to renew leases at the end of their terms.
Many of our current leases are non-cancelable and typically have initial terms ranging from 10 to 15 years with two to three five-
year extension options. The initial terms of our leases currently expire between 2021 and 2039. We believe that leases that we
enter into in the future will be on substantially similar terms. If we were to close or fail to open a restaurant at a location we lease,
we would generally remain committed to perform our obligations under the applicable lease, which could include, among other
things, payment of the base rent for the balance of the lease term. Our obligation to continue making rental payments and fulfilling
other lease obligations in respect of leases for closed or unopened restaurants could have a material adverse effect on our business
and results of operations. Alternatively, at the end of the lease term and any renewal period for a restaurant, we may be unable to
renew the lease without substantial additional cost, if at all. If we cannot renew such a lease we may be forced to close or relocate
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a restaurant, which could subject us to construction and other costs and risks. If we are required to make payments or otherwise
perform under one of our leases after a restaurant closes or if we are unable to renew our restaurant leases, our business and results
of operations could be adversely affected.
The success of our restaurants depends in large part on leased locations. As demographic and economic patterns change, current
locations may or may not continue to be attractive or profitable. Possible declines in trade areas where our restaurants are located
or adverse economic conditions in surrounding areas could result in reduced revenues in those locations. In addition, desirable
locations for new restaurant openings or for the relocation of existing restaurants may not be available at an acceptable cost.
Changes in economic conditions could materially affect our business, financial condition and results of operations.
The restaurant industry depends on consumer discretionary spending. Economic conditions may remain volatile and may repress
consumer confidence and discretionary spending. If current volatile economic conditions continue for a prolonged period of time
or worsen, customer traffic could be adversely impacted if our customers choose to dine out less frequently or reduce the amount
they spend on meals while dining out. We believe that if the current volatile economic conditions persist for a long period of time
or become more pervasive, consumers might make long-lasting changes to their discretionary spending behavior, including dining
out less frequently on a permanent basis. If restaurant sales decrease, our profitability could decline as we spread fixed costs across
a lower level of sales. Reductions in staff levels, asset impairment charges and potential restaurant closures could result from
prolonged negative restaurant sales.
Changes in consumer buying patterns, particularly e-commerce sites and off premise sales affect our revenues, operating
results and liquidity.
In the last several years, off premise sales, specifically delivery, have increased due to consumer demand for convenience. While
we plan to continue to invest in the growth of our off premise sales, there can be no guarantee that we will be able to increase our
off premise sales. Off premise sales could also cannibalize dine in sales, or our systems and procedures may not be sufficient to
handle off premise sales, which require additional investments in technology or people. Additionally, delivery from our restaurants
is through third party delivery companies. These third party delivery companies require us to pay them commissions, which lower
our profit margin on those sales; however, we believe that the majority of such sales are incremental. Any bad press, whether true
or not, regarding third party delivery companies or their business model may negatively impact our sales. If these third party
delivery companies cease doing business with us, or cannot make their scheduled deliveries, or do not continue their relationship
with us on favorable terms, it will have a negative impact on sales or result in increased third party delivery fees.
Damage to our reputation or lack of acceptance of our brand in existing or new markets could negatively impact our business,
financial condition and results of operations.
We believe we have built our reputation on the high-quality of our food, service and staff, as well as on our unique culture and
the ambience in our restaurants, and we must protect and grow the value of our brand to continue to be successful in the future.
Any incident that erodes consumer affinity for our brand, including any foodborne illness or foodborne illness scare could
significantly reduce its value and damage our business. For example, our brand value could suffer and our business could be
adversely affected if customers perceive a reduction in the quality of our food, service or staff, or an adverse change in our culture
or ambience, or otherwise believe we have failed to deliver a consistently positive experience. Additionally, negative incidents
that occur at other restaurants may decrease demand for restaurant dining broadly including at our restaurants.
In addition, our ability to successfully develop new restaurants in new markets may be adversely affected by a lack of awareness
or acceptance of our brand in these new markets. To the extent that we are unable to foster name recognition and affinity for our
brand in new markets, our new restaurants may not perform as expected and our growth may be significantly delayed or impaired.
We may be adversely affected by news reports or other negative publicity regardless of their accuracy, regarding food quality
issues, public health concerns, illness, safety, injury or government or industry findings concerning our restaurants, restaurants
operated by other food service providers, or others across the food industry supply chain. The risks associated with such negative
publicity cannot be completely eliminated or mitigated and may materially harm our results of operations and result in damage
to our brand.
Also, there has been a marked increase in the use of social media platforms and similar devices, including blogs, social media
websites and other forms of Internet-based communications which allow individuals access to a broad audience of consumers and
other interested persons. Consumers value readily available information concerning goods and services that they have or plan to
purchase, and may act on such information without further investigation or authentication. The availability of information on
social media platforms is virtually immediate as is its impact. Many social media platforms immediately publish the content their
subscribers and participants can post, often without filters or checks on accuracy of the content posted. The opportunity for
dissemination of information, including inaccurate information, is high and readily available. Information concerning our company
may be posted on such platforms at any time. Information posted may be adverse to our interests or may be inaccurate, each of
which may harm our performance, prospects or business. The harm may be immediate without affording us an opportunity for
redress or correction. Such platforms also could be used for dissemination of trade secret information, compromising valuable
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company assets. In summary, the dissemination of information online could harm our business, prospects, financial condition and
results of operations, regardless of the information’s accuracy.
Our brand could also be confused with brands that have similar names, including Baja Chuy’s, an unaffiliated restaurant chain
with whom we have entered into a settlement agreement regarding use of the Chuy’s name. As a result, our brand value may be
adversely affected by any negative publicity related to Baja Chuy’s or any other restaurant that may use brand names, trademarks
or trade dress that are similar to ours.
Our expansion into new markets may present increased risks due to our unfamiliarity with the area.
Some of our new restaurants will be located in areas where we have little or no meaningful experience. Those markets may have
different competitive conditions, consumer tastes and discretionary spending patterns than our existing markets, which may cause
our new restaurants to be less successful than restaurants in our existing markets. An additional risk of expanding into new markets
is the lack of market awareness of our brands. Restaurants opened in new markets may open at lower average weekly sales volume
than restaurants opened in existing markets and may have higher restaurant-level operating expense ratios than in existing markets.
Sales at restaurants opened in new markets may take longer to reach average unit volume, if at all, thereby affecting our overall
profitability.
Further, the restaurant industry is subject to extensive state and local laws and regulations, which we may be unfamiliar with as
we expand into new locations. We are subject to licensing and regulation by state and local authorities relating to health, sanitation,
safety and fire standards and the sale of alcoholic beverages. We are also subject to laws and regulations relating to the preparation
and sale of food, including regulations regarding product safety, nutritional content and menu labeling. Compliance with these
laws and regulations can be costly, and any failure or perceived failure to comply with those laws could adversely affect our
business, financial condition and results of operation.
Approximately 36% of our restaurants are located in Texas and, as a result, we are sensitive to economic and other trends and
developments in that state.
As of December 30, 2018, we operated a total of 36 restaurants in Texas. As a result, we are particularly susceptible to adverse
trends and economic conditions in this state, including its labor market. In addition, given our geographic concentration in this
state, negative publicity regarding any of our restaurants in Texas, local labor issues, terrorist attacks, changes in energy prices,
adverse weather conditions, hurricanes, droughts, fires or other natural or man-made disasters could have a material adverse effect
on our business and operations.
We are susceptible to economic and other trends and developments, including adverse weather conditions, in the local or
regional areas in which our restaurants are located.
Our financial performance is dependent on our restaurants located in Texas and the Southeastern and Midwestern United States.
As a result, adverse economic conditions in any of these areas could have a material adverse effect on our overall results of
operations. In addition, given our geographic concentrations, particularly in Texas, negative publicity regarding any of our
restaurants in these areas could have a material adverse effect on our business and operations, as could other regional occurrences
such as local labor issues, terrorist attacks, changes in energy prices, adverse weather conditions, hurricanes, droughts, fires or
other natural or man-made disasters. Adverse weather conditions may also impact customer traffic at our restaurants, cause the
temporary underutilization of outdoor patio seating, and, in more severe cases, cause temporary restaurant closures, sometimes
for prolonged periods.
Our business is subject to seasonal fluctuations, with restaurant sales typically higher during the spring and summer months as
well as in December. Adverse weather conditions during our most favorable months or periods may exacerbate the effect of adverse
weather on customer traffic and may cause fluctuations in our operating results from quarter-to-quarter within a fiscal year. In
addition, outdoor patio seating is available at nearly all of our restaurants and may be impacted by a number of weather-related
factors. Our inability to fully utilize our restaurants’ seating capacity as planned may negatively impact our revenues and results
of operations.
The impact of negative economic factors, including the availability of credit, on our landlords and surrounding tenants could
negatively affect our financial results.
Negative effects on our existing and potential landlords due to the inaccessibility of credit and other unfavorable economic factors
may, in turn, adversely affect our business and results of operations. If our landlords are unable to obtain financing or remain in
good standing under their existing financing arrangements, they may be unable to provide construction contributions or satisfy
other lease covenants to us. In addition, if our landlords are unable to obtain sufficient credit to continue to properly manage their
retail sites, we may experience a drop in the level of quality of such retail centers. Our development of new restaurants may also
be adversely affected by the negative financial situations of developers and potential landlords. Landlords may try to delay or
cancel recent development projects (as well as renovations of existing projects) due to the instability in the credit markets which
could reduce the number of appropriate locations available that we would consider for our new restaurants. Furthermore, the failure
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of landlords to obtain licenses or permits for development projects on a timely basis, which is beyond our control, may negatively
impact our ability to implement our development plan.
Changes in food availability and costs could adversely affect our operating results.
Our profitability and operating margins are dependent in part on our ability to anticipate and react to changes in food costs. We
rely on one national distributor, PFG, and various other suppliers to provide our beef, cheese, beans, soybean oil, beverages and
our groceries. For our chicken products, we rely on one supplier for all of our locations. For our green chiles, each year we contract
with a supplier to buy from a group of farmers in Hatch, New Mexico, which we have the right to select under our agreement. If
and to the extent the farmers are unable or do not supply a sufficient amount of green chiles or if we need chiles out of season,
we purchase the excess amount from several approved suppliers. Each restaurant, through its general manager and kitchen manager,
purchases its produce locally. Any increase in distribution prices, increase in the prices charged by suppliers or failure to perform
by these third-parties could cause our food costs to increase or us to experience short-term unavailability of certain products.
Failure to identify an alternate source of supply for these items may result in significant cost increases and an inability to provide
certain of the items on our menu. If these events occur, it may reduce the profitability of certain of our offerings and may cause
us to increase our prices. In addition, any material interruptions in our supply chain, such as a material interruption of ingredient
supply due to the failures of third-party distributors or suppliers, or interruptions in service by common carriers that ship goods
within our distribution channels, may result in significant cost increases and reduce sales. Changes in the price, as a result of
inflation or otherwise, or availability of certain food products could affect the profitability of certain food items, our ability to
maintain existing prices and our ability to purchase sufficient amounts of items to satisfy our customer’s demands, which could
materially adversely affect our profitability and reputation.
The type, variety, quality, availability and price of produce, beef, chicken and cheese are more volatile than other types of food
and are subject to factors beyond our control, including weather, governmental regulation, availability and seasonality, each of
which may affect our food costs or cause a disruption in our supply. Our food distributors and suppliers also may be affected by
higher costs to produce and transport commodities used in our restaurants, higher minimum wage and benefit costs and other
expenses that they pass through to their customers, which could result in higher costs for goods and services supplied to us.
Although we are able to contract for some of the food commodities used in our restaurants for periods of up to one year, the pricing
and availability of some of the commodities used in our operations, such as our produce, cannot be locked in for periods of longer
than one week or at all. We do not use financial instruments to hedge our risk to market fluctuations in the price of our ingredients
and other commodities at this time. We may not be able to anticipate and react to changing food costs through our purchasing
practices and menu price adjustments in the future, and failure to do so could negatively impact our revenues and results of
operations.
Increases in our labor costs, including as a result of changes in government regulation, could slow our growth or harm our
business.
We are subject to a wide range of labor costs. Because our labor costs are, as a percentage of revenues, higher than other industries,
we may be significantly harmed by labor cost increases. Unfavorable fluctuations in market conditions, availability of insurance
or changes in state and/or federal regulations could significantly increase our labor costs. We are subject to federal, state, and local
laws governing employment practices and working conditions. These laws cover wage and hour practices, labor relations, paid
and family leave, and workplace safety, among others. The myriad of laws and regulations being passed at the state and local level
creates unique challenges as different standards apply to different locations, sometimes with conflicting requirements. In addition,
we are subject to the risk of employment-related litigation at both the state and federal levels, including claims styled as class
action lawsuits which are more costly to defend. Also, some employment related claims in the area of wage and hour disputes are
not insurable risks.
Significant increases in health care costs may continue to occur, and we can provide no assurance that we will be able to contain
those costs.
In addition, many of our restaurant personnel are hourly workers subject to various minimum wage requirements or changes to
tip credits. Mandated increases in minimum wage levels and changes to the tip credit, which are the amounts an employer is
permitted to assume an employee receives in tips when calculating the employee’s hourly wage for minimum wage compliance
purposes, have recently been and continue to be proposed and implemented at both federal and state government levels. For
example, some states do not require employees to pool tips in order to share those tips with wait staff, bartenders and bussing
staff. As a result, we may be required to pay our wait staff, bartenders and bussing staff in these states additional amounts to ensure
they receive minimum wage. Continued minimum wage increases or changes to allowable tip credits may further increase our
labor costs or effective tax rate.
Various states in which we operate are considering or have already adopted new immigration laws, and the U.S. Congress and
Department of Homeland Security from time to time consider or implement changes to Federal immigration laws, regulations or
enforcement programs as well. Some of these changes may increase our obligations for compliance and oversight, which could
subject us to additional costs and make our hiring process more cumbersome, or reduce the availability of potential employees.
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Although we require all workers to provide us with government-specified documentation evidencing their employment eligibility,
some of our employees may, without our knowledge, be unauthorized workers. Unauthorized workers are subject to deportation
and may subject us to fines or penalties, and if any of our workers are found to be unauthorized we could experience adverse
publicity that negatively impacts our brand and may make it more difficult to hire and keep qualified employees. Termination of
a significant number of employees that unbeknown to us were unauthorized employees may disrupt our operations, cause temporary
increases in our labor costs as we train new employees and result in additional adverse publicity. Our financial performance could
be materially harmed as a result of any of these factors.
Labor shortages could increase our labor costs significantly or restrict our growth plans.
Our restaurants are highly dependent on qualified management and operating personnel. Qualified individuals have historically
been in short supply and an inability to attract and retain them would limit the success of our existing restaurants as well as our
development of new restaurants. We place a heavy emphasis on the qualification and training of our personnel and believe we
spend significantly more on training our employees than our competitors. We can make no assurances that we will be able to
attract and retain qualified individuals in the future which may have a more significant effect on our operation than those of our
competitors. Additionally, the cost of attracting and retaining qualified individuals may be higher than we anticipate, and as a
result, our profitability could decline.
Food safety and foodborne illness concerns may have an adverse effect on our business by reducing demand and increasing
costs.
Food safety is a top priority, and we dedicate substantial resources to help ensure that our guests enjoy safe, quality food products.
However, foodborne illnesses and food safety issues have occurred in the food industry in the past, and could occur in the future.
Any report or publicity linking us to instances of foodborne illness or other food safety issues, including food tampering or
contamination, could adversely affect our brand and reputation as well as our revenues and profits. In addition, instances of
foodborne illness, food tampering or food contamination occurring at our competitors' restaurants could result in negative publicity
about the food service industry generally and adversely impact our sales.
Furthermore, our reliance on third-party food suppliers and distributors increases the risk that foodborne illness incidents could
be caused by factors outside of our control and that multiple locations would be affected rather than a single restaurant. We cannot
assure that all food items are properly maintained during transport throughout the supply chain and that our employees will identify
all products that may be spoiled and should not be used in our restaurants. If our guests become ill from foodborne illnesses, we
could be forced to temporarily close some restaurants. Furthermore, any instances of food contamination, whether or not at our
restaurants, could subject us or our suppliers to a food recall. Any such results could adversely affect our brand and reputation as
well as our business and results of operations.
The United States and other countries have experienced, or may experience in the future, outbreaks of viruses, such as Ebola,
Avian Flu, SARS and H1N1. To the extent that a virus is foodborne, future outbreaks may adversely affect the price and availability
of certain food products and cause our guests to eat less of a product. To the extent that a virus is transmitted by human-to-human
contact, our employees or guests could become infected, or could choose, or be advised or required, to avoid gathering in public
places, any one of which could adversely affect our business.
Customer traffic at our restaurants could be significantly affected by competition in the restaurant industry in general and, in
particular, within the dining segments of the restaurant industry in which we compete.
The restaurant industry is highly competitive with respect to food quality, ambience, service, price and value and location, and a
substantial number of restaurant operations compete with us for customer traffic. The main competitors for our brand are other
operators of mid-priced, full service concepts in the multi-location casual dining and Tex-Mex/Mexican food segments in which
we compete most directly for real estate locations and customers. Some of our competitors have significantly greater financial,
marketing, personnel and other resources than we do, and many of our competitors are well established in markets in which we
have existing restaurants or intend to locate new restaurants. Any inability to successfully compete with the other restaurants in
our markets will place downward pressure on our customer traffic and may prevent us from increasing or sustaining our revenues
and profitability. We may also need to evolve our concept in order to compete with popular new restaurant formats or concepts
that develop from time to time, and we cannot offer any assurance that we will be successful in doing so or that modifications to
our concept will not reduce our profitability. In addition, with improving product offerings at fast casual restaurants, quick-service
restaurants and grocery stores and the influence of negative economic conditions and other factors, consumers may choose less
expensive alternatives, which could also negatively affect customer traffic at our restaurants.
Legislation and regulations requiring the display and provision of nutritional information for our menu offerings, and new
information or attitudes regarding diet and health or adverse opinions about the health effects of consuming our menu offerings,
could affect consumer preferences and negatively impact our results of operations.
Government regulation and consumer eating habits may impact our business as a result of changes in attitudes regarding diet and
health or new information regarding the health effects of consuming our menu offerings. These changes have resulted in, and may
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continue to result in, the enactment of laws and regulations that impact the ingredients and nutritional content of our menu offerings,
or laws and regulations requiring us to disclose the nutritional content of our food offerings. The Patient Protection and Affordable
Care Act of 2010 (the “PPACA”) establishes a uniform, federal requirement for certain restaurants to post nutritional information
on their menus. The FDA finalized regulations to implement the nutritional menu labeling provisions of the PPACA. These final
regulations became effective in May 2018. They establish a uniform, federal requirement for certain restaurants, including ours,
to post nutritional information on their menus. We are required to publish the total number of calories of standard menu items on
menus, along with a statement that puts this calorie information in the context of a total daily calorie intake. The PPACA also
requires us to provide to consumers, upon request, a written summary of detailed nutritional information for each standard menu
item, and to provide a statement on menus about the availability of this information. An unfavorable report on, or reaction to, our
menu ingredients, the size of our portions, or the nutritional content of our menu items could negatively influence the demand for
our offerings. We cannot make any assurances regarding our ability to effectively respond to changes in consumer health perceptions
or our ability to successfully implement the nutrient content disclosure requirements and to adapt our menu offerings to trends
and eating habits. The imposition of menu-labeling laws could have an adverse effect on our results of operations and financial
position.
Multiple jurisdictions in which we operate have recently enacted new requirements that require us to adopt and implement a Hazard
Analysis and Critical Control Points (“HACCP”) System for managing food safety and quality. HACCP refers to a management
system in which food safety is addressed through the analysis and control of potential hazards from production, procurement and
handling, to manufacturing, distribution and consumption of the finished product. We expect to incur certain costs to comply with
these regulations and these costs may be more than we anticipate. Our business, results of operations and financial position may
be adversely affected if we fail to comply with these laws or regulations or our HACCP system is unable to prevent an issue.
Federal, state and local beer, liquor and food service regulations may have a significant adverse impact on our operations.
We are required to operate in compliance with federal laws and regulations relating to alcoholic beverages administered by the
Bureau of Alcohol, Tobacco, Firearms and Explosives of the U.S. Department of Justice, as well as the laws and licensing
requirements for alcoholic beverages of states and municipalities where our restaurants are or will be located. In addition, each
restaurant must obtain a food service license from local authorities. Failure to comply with federal, state or local regulations could
cause our licenses to be revoked and force us to cease the sale of food or alcoholic beverages at certain locations. Any difficulties,
delays or failures in obtaining such licenses, permits or approvals could delay or prevent the opening of a restaurant in a particular
area or increase the costs associated therewith. In addition, in certain states, including states where we have existing restaurants
or where we plan to open a restaurant, the number of liquor licenses available is limited, and licenses are traded on the open market.
Liquor, beer and wine sales comprise a significant portion of our revenues. If we are unable to maintain our existing licenses, our
customer patronage, revenues and results of operations could be adversely affected. Or, if we choose to open a restaurant in those
states where the number of licenses available is limited, the cost of a new license could be significant.
We apply for our liquor licenses with the advice of outside legal and licensing consultants. Because of the many and various state
and federal licensing and permitting requirements, there is a significant risk that one or more regulatory agencies could determine
that we have not complied with applicable licensing or permitting regulations or have not maintained the approvals necessary for
us to conduct business within its jurisdiction. Any changes in the application or interpretation of existing laws may adversely
impact our restaurants in that state, and could also cause us to lose, either temporarily or permanently, the licenses, permits and
regulations necessary to conduct our restaurant operations, and subject us to fines and penalties.
Restaurant companies have been the target of class-actions and other litigation alleging, among other things, violations of
federal and state law.
We are subject to a variety of lawsuits, administrative proceedings and claims that arise in the ordinary course of our business. In
recent years, a number of restaurant companies have been subject to claims by customers, employees and others regarding issues
such as food safety, personal injury and premises liability, employment-related claims, harassment, discrimination, disability and
other operational issues common to the foodservice industry. A number of these lawsuits have resulted in the payment of substantial
damages by the defendants. An adverse judgment or settlement that is not insured or is in excess of insurance coverage could have
an adverse impact on our profitability and could cause variability in our results compared to expectations. We carry insurance
policies for a significant portion of our risks and associated liabilities with respect to workers’ compensation, general liability,
employer’s liability, health benefits and other insurable risks. Regardless of whether any claims that may be brought against us
are valid or whether we are ultimately determined to be liable, we could also be adversely affected by negative publicity, litigation
costs resulting from the defense of these claims and the diversion of time and resources from our operations.
We are subject to state “dram shop” laws and regulations, which generally provide that a person injured by an intoxicated person
may seek to recover damages from an establishment that wrongfully served alcoholic beverages to the intoxicated person. Recent
litigation against restaurant chains has resulted in significant judgments, including punitive damages, under such “dram shop”
statutes. While we carry liquor liability coverage as part of our existing comprehensive general liability insurance, we may still
be subject to a judgment in excess of our insurance coverage, and we may not be able to obtain or continue to maintain such
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insurance coverage at reasonable costs, if at all. Regardless of whether any claims against us are valid or whether we are liable,
we may be adversely affected by publicity resulting from such laws.
Our marketing programs may not be successful.
We expend resources in our marketing efforts using a variety of media, including social media. We expect to continue to conduct
brand awareness programs and customer initiatives to attract and retain customers. These initiatives may not be successful, resulting
in expenses incurred without the benefit of higher revenues. Additionally, some of our competitors have greater financial resources,
which enable them to spend significantly more on marketing and advertising than we are able to. Should our competitors increase
spending on marketing and advertising or our marketing funds decrease for any reason, or should our advertising and promotions
be less effective than our competitors, there could be a material adverse effect on our results of operations and financial condition.
The impact of new restaurant openings could result in fluctuations in our financial performance.
Quarterly results have been, and in the future may continue to be, significantly impacted by the timing of new restaurant openings
(often dictated by factors outside of our control), including associated restaurant pre-opening costs and operating inefficiencies,
as well as changes in our geographic concentration due to the opening of new restaurants. We typically incur the most significant
portion of restaurant pre-opening expenses associated with a given restaurant within the five months immediately preceding and
the month of the opening of the restaurant. Further, we may encounter increased competition in obtaining lease sites and, as a
result, may be unable to negotiate similar levels of tenant incentives under our new leases. If we are unable to obtain similar levels
of tenant incentives for a particular unit, we would expect to incur increased capital expenditures in advance of opening and pay
lower rent with respect to the restaurant. Our experience has been that labor and operating costs associated with a newly opened
restaurant for the first several months of operation are materially greater than what can be expected after that time, both in aggregate
dollars and as a percentage of revenues. Our new restaurants commonly take nine months to one year to reach planned operating
levels due to inefficiencies typically associated with new restaurants, including the training of new personnel, lack of market
awareness, inability to hire sufficient qualified staff and other factors. Accordingly, the volume and timing of new restaurant
openings has had, and may continue to have, a meaningful impact on our profitability. Due to the foregoing factors, results for
any one quarter are not necessarily indicative of results to be expected for any other quarter or for a full fiscal year, and these
fluctuations may cause our operating results to be below expectations of public market analysts and investors.
Opening new restaurants in existing markets may negatively affect sales at our existing restaurants.
The consumer target area of our restaurants varies by location, depending on a number of factors such as population density, local
retail and business attractions, area demographics and geography. As a result, the opening of a new restaurant in or near markets
in which we already have existing restaurants could adversely impact the sales of new or existing restaurants. Our core business
strategy does not entail opening new restaurants that materially impact sales at our existing restaurants but we may selectively
open new restaurants in and around areas of existing restaurants that are operating at or near capacity. There can be no assurance
that sales cannibalization between our restaurants will not occur or become more significant in the future as we continue to expand
our operations.
Our business operations and future development could be significantly disrupted if we lose key members of our management
team.
The success of our business continues to depend to a significant degree upon the continued contributions of our senior officers
and key employees, both individually and as a group. Our future performance will be substantially dependent in particular on our
ability to retain and motivate Steve Hislop, our Chief Executive Officer, and our other senior officers. We currently have employment
agreements in place with Messrs. Hislop, Howie, Hatcher and Mountford. The loss of the services of our CEO, other senior officers
or other key employees could have a material adverse effect on our business and plans for future development. We currently have
no effective replacement for any of these individuals due to their experience, reputation in the industry and special role in our
operations. We also do not maintain any key man life insurance policies for any of our employees. If we are unable to retain these
key members of management, our business, results of operations and financial condition could be adversely affected.
Our growth may strain our infrastructure and resources, which could slow our development of new restaurants and adversely
affect our ability to manage our existing restaurants.
During fiscal years 2016, 2017 and 2018 we opened twelve, eleven and nine restaurants, respectively. During 2019, we plan to
open a total of five to seven restaurants. Our future growth may strain our administrative staff, management systems and resources,
financial controls and information systems. Those demands on our infrastructure and resources may also adversely affect our
ability to manage our existing restaurants. If we fail to continue to improve our infrastructure or to manage other factors necessary
for us to meet our expansion objectives, our operating results could be materially and adversely affected. Likewise, if sales decline,
we may be unable to reduce our infrastructure quickly enough to prevent sales deleveraging, which would adversely affect our
profitability.
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Our insurance policies may not provide adequate levels of coverage against all claims, and fluctuating insurance requirements
and costs could negatively impact our profitability.
We believe our insurance coverage is customary for businesses of our size and type. However, there are types of losses we may
incur that cannot be insured against or that we believe are not commercially reasonable to insure. These losses, if they occur, could
have a material and adverse effect on our business and results of operations. In addition, the cost of workers’ compensation
insurance, general liability insurance and directors’ and officers’ liability insurance fluctuates based on our historical trends, market
conditions and availability. Additionally, health insurance costs in general have risen significantly over the past few years and are
expected to continue to increase. These increases, as well as federal legislation requiring employers to provide specified levels of
health insurance to all employees, could have a negative impact on our profitability, and there can be no assurance that we will
be able to successfully offset the effect of such increases with plan modifications and cost control measures, additional operating
efficiencies or the pass-through of such increased costs to our customers.
Limitations in our Revolving Credit Facility may limit our ability to invest in the ongoing needs of our business and if we are
unable to comply with our financial covenants, our liquidity and results of operations could be adversely affected.
At December 30, 2018 we had no outstanding indebtedness under our Revolving Credit Facility.
Our Revolving Credit Facility places certain conditions on us, including that it:
•
limits our flexibility in planning for, or reacting to, changes in our business or the industries in which we operate;
• makes us more vulnerable to increases in interest rates, as borrowings under our Revolving Credit Facility are at variable
rates;
•
•
limits our ability to obtain additional financing in the future for working capital or other purposes; and
could place us at a competitive disadvantage compared to our competitors.
Our Revolving Credit Facility places certain limitations on our ability to incur additional indebtedness. However, subject to the
qualifications and exceptions in our Revolving Credit Facility, we may incur substantial additional indebtedness under that facility
and may incur obligations that do not constitute indebtedness under that facility. The Revolving Credit Facility also places certain
limitations on, among other things, our ability to enter into certain types of transactions, financing arrangements and investments,
to make certain changes to our capital structure and to guarantee certain indebtedness. The Revolving Credit Facility also places
certain restrictions on the payment of dividends and distributions. These restrictions limit or prohibit, among other things, our
ability to:
•
•
•
•
pay dividends on, redeem or repurchase our stock or make other distributions;
incur or guarantee additional indebtedness;
sell stock in our subsidiaries;
create or incur liens;
• make acquisitions or investments;
•
•
transfer or sell certain assets or merge or consolidate with or into other companies; and
enter into certain transactions with our affiliates.
Failure to comply with certain covenants or the occurrence of a change of control under our Revolving Credit Facility could result
in the acceleration of our obligations under the Revolving Credit Facility, which would have an adverse effect on our liquidity,
capital resources and results of operations.
Our Revolving Credit Facility also requires us to comply with certain financial covenants including a minimum fixed charge
coverage ratio and a maximum total lease adjusted leverage ratio. Changes with respect to these financial covenants may increase
our interest rate and failure to comply with these covenants could result in a default and an acceleration of our obligations under
the Revolving Credit Facility, which would have an adverse effect on our liquidity, capital resources and results of operations.
We may be unable to obtain debt or other financing on favorable terms or at all.
There are inherent risks in our ability to borrow. Our lenders may be unable to lend to us or tighten their lending standards, which
could make it more difficult for us to increase the available commitment under our Revolving Credit Facility, refinance our existing
indebtedness or to obtain other financing on favorable terms or at all. Our financial condition and results of operations would be
adversely affected if we were unable to draw funds under our Revolving Credit Facility because of a lender default or to obtain
other cost-effective financing.
21
Longer term disruptions in the capital and credit markets as a result of uncertainty, changing or increased regulation, reduced
alternatives, failures of significant financial institutions or other events could adversely affect our access to liquidity needed for
our business. Any disruption could require us to take measures to conserve cash until the markets stabilize or until alternative
credit arrangements or other funding for our business can be arranged. Such measures could include deferring capital expenditures
(including the opening of new restaurants) and reducing or eliminating other discretionary uses of cash.
We may be required to record asset impairment charges in the future.
In accordance with accounting guidance as it relates to the impairment of long-lived assets, we review long-lived assets, such as
property and equipment and intangibles subject to amortization, for impairment when events or circumstances indicate the carrying
value of the assets may not be recoverable. In determining the recoverability of the asset value, an analysis is performed at the
individual restaurant level and primarily includes an assessment of historical cash flows and other relevant factors and
circumstances. Deficient restaurant-level cash flow (defined as restaurant net income plus depreciation, gain and/or loss on assets
and pre-opening expense) over the previous 24-month period in a stabilized location is considered a potential impairment indicator.
In such situations, the Company evaluates future cash flow projections in conjunction with qualitative factors and future operating
plans. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the restaurant to the
estimated undiscounted future cash flow expected to be generated by the restaurant. If the carrying amount of the restaurant exceeds
estimated future cash flow, an impairment charge is recognized for the amount by which the asset’s carrying amount exceeds its
fair value. As a result of the above-mentioned review process, we recognized a non-cash loss on asset impairment of $12.3
million related to six restaurants in fiscal 2018. We did not recognize an impairment charge during fiscal 2017 or 2016.
Economic weakness within our respective markets could adversely impact consumer discretionary spending and may result in
lower restaurant sales. Unfavorable fluctuations in our commodity costs, supply costs and labor rates, which may or may not be
within our control, may also impact our operating margins. Any of these factors could as a result affect the estimates used in our
impairment analysis and require additional impairment tests and charges to earnings. We continue to assess the performance of
our restaurants and monitor the need for future impairment. There can be no assurance that future impairment tests will not result
in additional charges to earnings.
Security breaches of confidential customer information in connection with our electronic processing of credit and debit card
transactions may adversely affect our business.
The majority of our restaurant sales are by credit or debit cards. Other restaurants and retailers have experienced security breaches
in which credit and debit card information of their customers has been stolen. We may in the future become subject to lawsuits or
other proceedings for purportedly fraudulent transactions arising out of the actual or alleged theft of our customers’ credit or debit
card information. In addition, most states have enacted legislation requiring notification of security breaches involving personal
information, including credit and debit card information. Any such claim, proceeding, or mandatory notification could cause us
to incur significant unplanned expenses, which could have an adverse impact on our financial condition and results of operations.
Further, adverse publicity resulting from these allegations may have a material adverse effect on us and our restaurants.
We may not be able to adequately protect our intellectual property, which, in turn, could harm the value of our brand and
adversely affect our business.
Our ability to implement our business plan successfully depends in part on our ability to build brand recognition in the areas
surrounding our locations using our trademarks and other proprietary intellectual property, including our brand names, logos and
the unique ambience of our restaurants. We have registered or applied to register a number of our trademarks. We cannot assure
you that our trademark applications will be approved. Also, as a result of the settlement agreement with an unaffiliated entity, Baja
Chuy’s, we may not use “Chuy’s” in Nevada, California or Arizona, which may have an adverse effect on our growth plans in
these states. Additionally, our brand value may be diluted as a result of their use of “Chuy’s” in these states. Third parties may
also oppose our trademark applications, or otherwise challenge our use of the trademarks. In the event that our trademarks are
successfully challenged, we could be forced to rebrand our goods and services, which could result in loss of brand recognition,
and could require us to devote resources to advertising and marketing new brands.
We enforce our rights through a number of methods, including the issuance of cease-and-desist letters or making infringement
claims in federal court. If our efforts to register, maintain and protect our trademarks or other intellectual property are inadequate,
or if any third party misappropriates, dilutes or infringes on our intellectual property, the value of our brand may be harmed, which
could have a material adverse effect on our business and might prevent our brand from achieving or maintaining market acceptance.
We may also face the risk of claims that we have infringed third parties’ intellectual property rights. A successful claim of
infringement against us could result in our being required to pay significant damages or enter into costly licensing or royalty
agreements in order to obtain the right to use a third party’s intellectual property, any of which could have a negative impact on
our results of operations and harm our future prospects. If such royalty or licensing agreements are not available to us on acceptable
terms or at all, we may be forced to stop the sale of certain products or services. Any claims of intellectual property infringement,
even those without merit, could be expensive and time consuming to defend, require us to rebrand our services, if feasible, and
divert management’s attention.
22
We also rely on trade secrets and proprietary know-how to protect our brand. Our methods of safeguarding this information may
not be adequate. Moreover, we may face claims of misappropriation or infringement of third parties’ rights that could interfere
with our use of this information. Defending these claims may be costly and, if unsuccessful, may prevent us from continuing to
use this proprietary information in the future and may result in a judgment or monetary damages. We do not maintain confidentiality
agreements with all of our team members or suppliers. Even with respect to the confidentiality agreements we have, we cannot
assure you that those agreements will not be breached, that they will provide meaningful protection, or that adequate remedies
will be available in the event of an unauthorized use or disclosure of our proprietary information. If competitors independently
develop or otherwise obtain access to our trade secrets or proprietary know-how, the appeal of our restaurants could be reduced
and our business could be harmed. In addition, if we default under our lease agreements at certain of our locations, our landlord
at those locations, Young/Zapp GP, LLC (“Young/Zapp”) and its subsidiaries, may have the right to operate a Tex-Mex or Mexican
food restaurant at that location using our recipes and our trade dress. If such default were to occur, the brand value of our recipes
and our trade dress might suffer.
Information technology system failures or breaches of our network security could interrupt our operations and adversely affect
our business.
We rely on our computer systems and network infrastructure across our operations, including point-of-sale processing at our
restaurants. Our operations depend upon our ability to protect our computer equipment and systems against damage from physical
theft, fire, power loss, telecommunications failure or other catastrophic events, as well as from internal and external security
breaches, viruses, worms and other disruptions. Any damage or failure of our computer systems or network infrastructure that
causes an interruption in our operations could have a material adverse effect on our business and subject us to litigation or actions
by regulatory authorities. Further, adverse publicity resulting from such an event may have a material adverse affect on us and
our restaurants. Although we have employed both internal resources and external consultants to audit our systems, and test them
for vulnerability, and we have implemented firewalls, data encryption and other security controls and intend to maintain and
upgrade our security technology and operational procedures to prevent damage, breaches or other disruptions, these measures may
not eliminate all risks.
A major natural or man-made disaster could have a material adverse effect on our business.
Most of our corporate systems, processes and corporate support for our restaurant operations are centralized at our headquarters
in Austin, Texas, with certain systems and processes being concurrently stored at an offsite storage facility in accordance with our
disaster recovery plan. As part of our disaster recovery plan, we have backup processes for our core systems at our co-location
facility. If we are unable to fully implement this new disaster recovery plan, we may experience failures or delays in recovery of
data, delayed reporting and compliance, inability to perform necessary corporate functions and other breakdowns in normal
operating procedures that could have a material adverse effect on our business and create exposure to administrative and other
legal claims against us.
We incur increased costs and demands upon management as a result of complying with the laws and regulations affecting
public companies, which could adversely affect our business, operating results and financial condition.
As a public company, we incur significant legal, accounting and other expenses. We are subject to the reporting requirements of
the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), the Dodd-Frank Wall Street
Reform and Consumer Protection Act, and the rules and regulations of the Nasdaq Stock Market. These requirements have increased
and will continue to increase our legal, accounting and financial compliance costs. Further, we expect that our management and
other personnel will need to divert attention from operational and other business matters to devote substantial time to these public
company requirements.
Failure of our internal control over financial reporting could adversely affect our business and financial results.
Our management is responsible for establishing and maintaining effective internal control over financial reporting under Section
404 of the Sarbanes-Oxley Act of 2002. Internal control over financial reporting is a process to provide reasonable assurance
regarding the reliability of financial reporting for external purposes in accordance with GAAP. Because of its inherent limitations,
internal control over financial reporting is not intended to provide absolute assurance that we would prevent or detect a misstatement
of our financial statements or fraud. Any failure to maintain an effective system of internal control over financial reporting could
limit our ability to report our financial results accurately and timely or to detect and prevent fraud. The identification of a material
weakness could indicate a lack of controls adequate to generate accurate financial statements that, in turn, could cause a loss of
investor confidence and decline in the market price of our common stock. We cannot assure you that we will be able to timely
remediate any material weaknesses that may be identified in future periods or maintain all of the controls necessary for continued
compliance. Likewise, we cannot assure you that we will be able to retain sufficient skilled finance and accounting personnel,
especially in light of the increased demand for such personnel among publicly traded companies.
23
Federal, state and local tax laws may adversely impact our results of operations and financial position.
We are subject to federal, state and local taxes in the U.S. If the Internal Revenue Service (“IRS”) or other taxing authority disagrees
with the positions we have taken on our tax returns, we could face additional tax liability, including interest and penalties. If
material, payment of such additional amounts upon final adjudication of any disputes could have a material impact on our results
of operations and financial position. In addition, complying with new tax laws, rules or regulations could impact our financial
condition, and increases to federal or state statutory tax rates and other changes in tax laws, rules or regulations may increase our
effective tax rate. Any increase in our effective tax rate could have a material impact on our financial results.
Risks Relating to Ownership of our Common Stock
The price of our common stock may be volatile and you could lose all or part of your investment.
Volatility in the market price of our common stock may prevent you from being able to sell your shares at or above the price you
paid for your shares. The market price of our common stock could fluctuate significantly for various reasons, which include:
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
our quarterly or annual earnings or those of other companies in our industry;
changes in laws or regulations, or new interpretations or applications of laws and regulations, that are applicable to our
business;
the public’s reaction to our press releases, our other public announcements and our filings with the SEC;
changes in accounting standards, policies, guidance, interpretations or principles;
additions or departures of our senior management personnel;
sales of our common stock by our directors and executive officers;
adverse market reaction to any indebtedness we may incur or securities we may issue in the future;
actions by stockholders;
the level and quality of research analyst coverage for our common stock, changes in financial estimates or investment
recommendations by securities analysts following our business or failure to meet such estimates;
the financial disclosure we may provide to the public, any changes in such disclosure or our failure to meet such disclosure;
various market factors or perceived market factors, including rumors, whether or not correct, involving us, our distributors
or suppliers or our competitors;
acquisitions or strategic alliances by us or our competitors;
short sales, hedging and other derivative transactions in our common stock;
the operating and stock price performance of other companies that investors may deem comparable to us; and
other events or factors, including changes in general conditions in the United States and global economies or financial
markets (including those resulting from acts of God, war, incidents of terrorism or responses to such events).
Recently, the stock market has experienced considerable price and volume fluctuations. This volatility has had an impact on the
market price of securities issued by many companies, including companies in our industry. The price of our common stock could
fluctuate based upon factors that have little or nothing to do with our company, and these fluctuations could materially reduce our
share price.
In the past, following periods of market volatility in the price of a company’s securities, security holders have often instituted class
action litigation. If the market value of our common stock experiences adverse fluctuations and we become involved in this type
of litigation, regardless of the outcome, we could incur substantial legal costs and our management’s attention could be diverted
from the operation of our business, causing our business to suffer.
Future sales of our common stock in the public market could lower our share price and any additional capital raised by us
through the sale of our common stock or the granting of additional equity-based compensation may dilute your ownership in
us.
Sales of substantial amounts of our common stock in the public market by our existing stockholders or upon the exercise of
outstanding stock options or equity awards granted in the future may adversely affect the market price of our common stock. Such
sales could also create public perception of difficulties or problems with our business. These sales might also make it more difficult
for us to sell securities in the future at a time and price that we deem appropriate.
For additional information regarding our outstanding awards, see Note 11 of Notes to Consolidated Financial Statements included
elsewhere this annual report.
24
If securities analysts or industry analysts downgrade our shares, publish negative research or reports, or do not publish reports
about our business, our share price and trading volume could decline.
The trading market for our common stock is influenced by the research and reports that industry or securities analysts publish
about us, our business and our industry. If one or more analysts adversely change their recommendation regarding our shares or
our competitors’ stock, our share price would likely decline. If one or more analysts cease coverage of us or fail to regularly publish
reports on us, we could lose visibility in the financial markets, which in turn could cause our share price or trading volume to
decline.
Anti-takeover provisions in our charter documents and under Delaware law could make an acquisition of us more difficult,
limit attempts by our stockholders to replace or remove our current management and limit the market price of our common
stock.
Provisions in our certificate of incorporation and bylaws, as amended and restated, may have the effect of delaying or preventing
a change of control or changes in our management. Our amended and restated certificate of incorporation and amended and restated
bylaws include provisions that:
•
•
•
•
•
•
•
•
•
authorize our board of directors to issue, without further action by the stockholders, up to 15,000,000 shares of undesignated
preferred stock;
require that any action to be taken by our stockholders be effected at a duly called annual or special meeting and not by
written consent;
specify that special meetings of our stockholders can be called only by a majority of our board of directors, the Chair of
our board of directors, or our Chief Executive Officer;
establish an advance notice procedure for stockholder proposals to be brought before an annual meeting, including
proposed nominations of persons for election to our board of directors;
establish that our board of directors is divided into three classes, with each class serving three-year staggered terms;
prohibit cumulative voting in the election of directors;
provide that our directors may be removed only for cause by the holders of a supermajority of our outstanding shares of
capital stock;
provide that vacancies on our board of directors may be filled only by a majority of directors then in office, even though
less than a quorum; and
require the approval of our board of directors or the holders of a supermajority of our outstanding shares of capital stock
to amend our bylaws and certain provisions of our certificate of incorporation.
These provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by
making it more difficult for stockholders to replace members of our board of directors, which is responsible for appointing the
members of our management. In addition, because we are incorporated in Delaware, we are governed by the provisions of
Section 203 of the Delaware General Corporation Law, which generally prohibits a Delaware corporation from engaging in any
of a broad range of business combinations with any “interested” stockholder (any stockholder with 15% or more of our capital
stock) for a period of three years following the date on which the stockholder became an “interested” stockholder.
Since we do not expect to pay any dividends for the foreseeable future, investors may be forced to sell their stock in order to
realize a return on their investment.
Since we do not expect to pay any dividends for the foreseeable future, investors may be forced to sell their shares in order to
realize a return on their investment. Other than the dividend paid in connection with entering into our old credit facility, which
was terminated in connection with entering into our Revolving Credit Facility in November 2012, we have not declared or paid
any dividends on our common stock. We do not anticipate that we will pay any dividends to holders of our common stock for the
foreseeable future. Any payment of cash dividends will be at the discretion of our board of directors and will depend on our
financial condition, capital requirements, legal requirements, earnings and other factors. Our ability to pay dividends is restricted
by the terms of our Revolving Credit Facility and might be restricted by the terms of any indebtedness that we incur in the future.
Consequently, you should not rely on dividends in order to receive a return on your investment.
Our reported financial results may be adversely affected by changes in accounting principles applicable to us.
Our reported financial results may be adversely affected by changes in accounting principles applicable to us. Generally accepted
accounting principles in the U.S. (“GAAP”) are subject to interpretation by the Financial Accounting Standards Board (“FASB”),
the American Institute of Certified Public Accountants, the SEC and various bodies formed to promulgate and interpret appropriate
accounting principles. A change in these principles or interpretations could have a significant effect on our reported financial
25
results, and could affect the reporting of transactions completed before the announcement of a change. In addition, the SEC has
announced a multi-year plan that could ultimately lead to the use of International Financial Reporting Standards by U.S. issuers
in their SEC filings. Any such change could have a significant effect on our reported financial results.
Our ability to raise capital in the future may be limited.
Our ability to raise capital in the future may be limited. Our business and operations may consume resources faster than we
anticipate. In the future, we may need to raise additional funds through the issuance of new equity securities, debt or a combination
of both. Additional financing may not be available on favorable terms, or at all. If adequate funds are not available on acceptable
terms, we may be unable to fund our capital requirements. If we issue new debt securities, the debt holders would have rights
senior to common stockholders to make claims on our assets, and the terms of any debt could restrict our operations, including
our ability to pay dividends on our common stock. If we issue additional equity securities, existing stockholders will experience
dilution, and the new equity securities could have rights senior to those of our common stock. Because our decision to issue
securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or
estimate the amount, timing or nature of our future offerings. Thus, our stockholders bear the risk of our future securities offerings,
diluting their interest and reducing the market price of our common stock.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None
26
ITEM 2. PROPERTIES
As of December 30, 2018, we operated 100 Chuy’s restaurants located in the following states:
LOCATION
Alabama . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Arkansas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Colorado . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Florida . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Georgia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Illinois. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Indiana . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Louisiana . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Kentucky . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Kansas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Maryland . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Missouri . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
North Carolina . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ohio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Oklahoma . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
South Carolina . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tennessee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Virginia. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
NUMBER OF
RESTAURANTS
2
3
3
12
4
3
2
1
4
2
2
1
4
5
3
1
6
36
6
100
As of December 30, 2018 we have also signed leases and are in development for five additional restaurants one in Colorado
Springs, Colorado; one in Huntsville, Alabama; one in Hamburg, Kentucky; one in Houston, Texas; and one in Columbus, Ohio.
We lease all of the land, parking lots and buildings used in our restaurant operations under various long-term operating lease
agreements. In addition to these leased properties, we purchased one lot for development in Carmel, Indiana. For additional
information regarding our obligations under our leases, see Note 9 to our Consolidated Financial Statements.
All of our restaurant leases provide for base (fixed) rent, plus the majority provide for additional rent based on gross sales (as
defined in each lease agreement) in excess of a stipulated amount, multiplied by a stated percentage. A significant percentage of
our restaurant leases also provide for periodic escalation of minimum annual rent either based upon increases in the Consumer
Price Index or a pre-determined schedule. Typically, the initial lease term is 10 or 15 years in length with two to three five-year
extension options. The initial terms of our leases currently expire between 2021 and 2039. We are also generally obligated to pay
certain real estate taxes, insurances, common area maintenance charges and various other expenses related to the properties. Our
corporate headquarters is also leased and is located at 1623 Toomey Road, Austin, Texas 78704.
ITEM 3.
LEGAL PROCEEDINGS
Occasionally we are a party to various legal actions arising in the ordinary course of our business including claims resulting from
“slip and fall” accidents, employment related claims and claims from customers or employees alleging illness, injury or other food
quality, health or operational concerns. None of these types of litigation, most of which are covered by insurance, has had a material
effect on us, and as of December 30, 2018, we are not a party to any material pending legal proceedings and are not aware of any
claims that could have a materially adverse effect on our financial position, results of operations or cash flows.
ITEM 4. MINE SAFETY DISCLOSURES
None
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PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
Our common shares are traded on the Nasdaq Global Select Market under the symbol “CHUY”.
Holders
As of March 7, 2019, there were approximately six holders of record of our common stock. The number of holders of record is
based upon the actual numbers of holders registered at such date and does not include holders of shares in “street name” or persons,
partnerships, associates, corporations or other entities in security position listings maintained by depositories.
Dividend Policy and Stock Repurchases
During the fiscal years ended December 30, 2018 and December 31, 2017 we did not declare or pay any dividends on our common
stock. We currently expect to retain future earnings, if any, for use in the operation, growth of our business and, to the extent that
our board of directors believes appropriate in light of market conditions, the repurchase of shares of our common stock pursuant
to the board-approved share repurchase plan. We currently do not anticipate paying any cash dividends in the foreseeable future.
Any future determination to pay cash dividends will be at the discretion of our board of directors and will depend on our financial
condition, operating results, capital requirements and such other factors as our board of directors deems relevant. For additional
information, see Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity
and Capital Resources.”
On October 26, 2017, the Company's board of directors approved a share repurchase program under which it authorized the
Company, at its discretion, to repurchase up to $30.0 million of its common stock through December 31, 2019. Repurchases of
the Company's outstanding common stock will be made in accordance with applicable laws and may be made at management's
discretion from time to time in the open market, through privately negotiated transactions or otherwise, including pursuant to Rule
10b5-1 trading plans. There is no guarantee as to the exact number of shares to be repurchased by the Company. The timing and
extent of repurchases will depend upon several factors, including market and business conditions, regulatory requirements and
other corporate considerations, and repurchases may be discontinued at any time. As of December 30, 2018, we had $26.4 million
yet to be repurchased under this plan.
Purchases of Equity Securities by the Issuer
The table below provides information with respect to our purchase of shares of our common stock during the three months ended
December 30, 2018:
Total number
of shares
purchased as
part of
publicly
announced
plans or
programs
Approximate
dollar value
of shares that
may yet be
purchased
under the
plans or
programs (in
millions) (1)
30.0
— $
94,813
—
94,813
26.4
26.4
Total Number of
Shares
Purchased
Average
Price
Paid Per
Share
— $
94,813
—
94,813
$
—
21.4
—
21.4
Period
October 1, 2018 - October 28, 2018
October 29, 2018 - November 25, 2018
November 26, 2018 - December 30, 2018
Total
(1)
On November 2, 2017, we announced that our Board of Directors authorized us to repurchase an indeterminate number
of our common stock through December 31, 2019 at an aggregate market value of up to $30.0 million.
28
Stock Performance Chart
The following graph compares the cumulative six-year stockholder return on our common stock relative to the Nasdaq Composite,
the S&P 600 Restaurants Index and a peer group consisting of: Bloomin' Brands, Inc., Brinker International, Inc., The Cheesecake
Factory Incorporated, BJ's Restaurants, Inc., Famous Dave's of America, Inc., Red Robin Gourmet Burgers, Inc. and Texas
Roadhouse, Inc. The peer group consists of companies which compete in the casual dining segment of the restaurant industry. The
comparison assumes a $100 initial investment and the reinvestment of dividends. This graph is furnished and not filed with the
SEC. Notwithstanding anything to the contrary set forth in any of our previous filings made under the Securities Act of 1933 or
the Securities Exchange Act of 1934 that incorporate future filings made by us under those statutes, the below stock performance
graph is not to be incorporated by reference in any prior filings, nor shall it be incorporated by reference into any future filings
made by us under those statutes.
12/30/2012 12/29/2013 12/28/2014 12/27/2015 12/25/2016 12/31/2017 12/30/2018
Chuy's Holdings, Inc.
S&P 600 Restaurants
Peer Group
$
$
$
100.00 $
163.31 $
86.89 $
138.83 $
146.90 $
125.06 $
100.00 $
163.95 $
205.81 $
197.30 $
234.29 $
243.20 $
100.00 $
151.98 $
174.96 $
151.36 $
185.14 $
180.63 $
NASDAQ Composite Index $
100.00 $
140.41 $
162.38 $
170.54 $
184.53 $
233.20 $
80.07
263.74
191.67
222.43
29
ITEM 6. SELECTED FINANCIAL DATA
The following selected consolidated financial and operating data for each of the five fiscal years in the period ended December
30, 2018 are derived from our audited consolidated financial statements. Not all periods shown below are discussed in this Annual
Report on Form 10-K. This selected consolidated financial and operating data should be read in conjunction with the consolidated
financial statements and accompanying notes, “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” and other financial information included elsewhere in the Annual Report on Form 10-K. Historical results are not
necessarily indicative of future performance.
Fiscal Years Ended (1)
December 30,
2018
December 31,
2017
December 25,
2016
December 27,
2015
December 28,
2014
(Amounts are shown in thousands, except per share amounts)
398,200
$
369,589
$
330,613
$
287,062
$
245,101
Consolidated Statements of Income:
Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Costs and Expenses:
Cost of sales . . . . . . . . . . . . . . . . . . . . . . . .
Labor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating. . . . . . . . . . . . . . . . . . . . . . . . . . .
Occupancy. . . . . . . . . . . . . . . . . . . . . . . . . .
General and administrative . . . . . . . . . . . . .
Marketing . . . . . . . . . . . . . . . . . . . . . . . . . .
Restaurant pre-opening . . . . . . . . . . . . . . . .
Impairment and closure costs . . . . . . . . . . .
Gain on insurance settlements . . . . . . . . . .
Depreciation and amortization . . . . . . . . . .
Total cost and expenses . . . . . . . . . . . . .
Income from operations . . . . . . . . . . . . . . . . . .
Interest expense, net . . . . . . . . . . . . . . . . . .
Income before income taxes. . . . . . . . . . . . . . .
Income tax (benefit) expense . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Per Share Data:
Basic net income per share. . . . . . . . . . . . . . . . $
Diluted net income per share . . . . . . . . . . . . . . $
Weighted average common stock outstanding
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Balance Sheets Data:
101,946
144,325
57,457
30,028
20,725
3,929
4,382
12,336
—
19,804
394,932
3,268
83
3,185
(2,354)
5,539
0.33
0.32
16,931,589
17,062,347
Cash and cash equivalents . . . . . . . . . . . . . . . . $
Net working (deficit) capital . . . . . . . . . . . . . .
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total stockholders’ equity . . . . . . . . . . . . . . . . $
8,199
(8,913)
277,084
—
193,851
96,270
128,846
51,462
25,642
18,661
2,756
6,233
—
(1,362)
17,560
346,068
23,521
65
23,456
(5,500)
28,956
1.71
1.70
16,894,986
17,003,233
8,785
929
271,967
—
188,962
$
$
$
$
$
$
$
$
$
$
85,542
110,730
45,900
22,204
17,560
2,390
5,348
1,517
—
15,081
306,272
24,341
63
24,278
7,034
17,244
1.03
1.02
16,676,073
16,887,882
13,694
(417)
240,728
—
157,065
75,686
93,625
39,954
19,019
16,176
2,249
4,417
4,360
—
12,827
268,313
18,749
110
18,639
5,743
12,896
0.78
0.77
16,470,278
16,739,387
8,529
(7,785)
201,448
—
133,057
$
$
$
$
$
69,159
82,665
33,897
15,167
11,693
1,719
4,539
—
—
10,310
229,149
15,952
124
15,828
4,337
11,491
0.70
0.69
16,427,732
16,709,471
3,815
(4,823)
179,212
8,750
118,188
$
$
$
$
$
(1) We utilize a 52- or 53-week accounting period which ends on the last Sunday of the calendar year. The fiscal year ended
December 31, 2017 was comprised of 53 weeks and the other four fiscal years were comprised of 52 weeks.
30
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The following discussion should be read in conjunction with Item 6. “Selected Financial Data” and our consolidated financial
statements and the related notes to those statements included in Item 8. “Financial Statements and Supplementary Data.”
The following discussion contains, in addition to historical information, forward-looking statements that include risks and
uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of
certain factors, including those set forth under the heading Item 1A. “Risk Factors” and elsewhere in this report.
Although we believe that the expectations reflected in the forward-looking statements are reasonable based on our current
knowledge of our business and operations, we cannot guarantee future results, levels of activity, performance or achievements.
We assume no obligation to provide revisions to any forward-looking statements should circumstances change, except as may be
required by law.
The following discussion summarizes the significant factors affecting the consolidated operating results, financial condition,
liquidity and cash flows of our company as of and for the periods presented below.
Overview
We are a growing, full-service restaurant concept offering a distinct menu of authentic, freshly-prepared Mexican and Tex-Mex
inspired food. We were founded in Austin, Texas in 1982 by Mike Young and John Zapp, and as of December 30, 2018, we operated
100 Chuy’s restaurants across 19 states.
We are committed to providing value to our customers through offering generous portions of made-from-scratch, flavorful Mexican
and Tex-Mex inspired dishes. We also offer a full-service bar in all of our restaurants providing our customers a wide variety of
beverage offerings. We believe the Chuy’s culture is one of our most valuable assets, and we are committed to preserving and
continually investing in our culture and our customers’ restaurant experience.
Our restaurants have a common décor, but we believe each location is unique in format, offering an “unchained” look and feel,
as expressed by our motto “If you’ve seen one Chuy’s, you’ve seen one Chuy’s!” We believe our restaurants have an upbeat, funky,
eclectic, somewhat irreverent atmosphere while still maintaining a family-friendly environment.
Our Growth Strategies and Outlook
Our growth is based primarily on the following strategies:
•
•
•
•
Pursue new restaurant development in major markets;
Backfill smaller existing markets to build brand awareness;
Deliver consistent same store sales by providing high-quality food and service at a considerable value; and
Leverage our infrastructure.
We opened nine restaurants in fiscal 2018. During 2019, we plan to open a total of five to seven restaurants. We have an established
presence in Texas, the Southeast and the Midwest, with restaurants in multiple large markets in these regions. Our growth plan
over the next five years focuses on developing additional locations in our existing core markets and major new markets while
continuing to "backfill" our smaller existing markets in order to build our brand awareness. For additional discussion of our growth
strategies and outlook, see Item 1. “Business—Our Business Strategies.”
Newly opened restaurants typically experience normal inefficiencies in the form of higher cost of sales, labor and direct operating
and occupancy costs for several months after their opening in both percentage and dollar terms when compared with our more
mature, established restaurants. Accordingly, the number and timing of newly opened restaurants has had, and is expected to
continue to have, an impact on restaurant opening expenses, cost of sales, labor and occupancy and operating expenses. Additionally,
initial restaurant openings in new markets may experience even greater inefficiencies for several months, if not longer, due to
lower initial sales volumes, which results from initially low consumer awareness levels, and a lack of operating cost leverage until
additional restaurants can be opened in these markets and build the overall consumer awareness in the market.
31
Performance Indicators
We use the following performance indicators in evaluating our performance:
•
•
•
•
•
•
Number of Restaurant Openings. Number of restaurant openings reflects the number of restaurants opened during a
particular fiscal period. For restaurant openings we incur pre-opening costs, which are defined below, before the restaurant
opens. Typically new restaurants open with an initial start-up period of higher than normalized sales volumes, which
decrease to a steady level approximately six to twelve months after opening. However, operating costs during this initial
six to twelve month period are also higher than normal, resulting in restaurant operating margins that are generally lower
during the start-up period of operation and increase to a steady level approximately nine to twelve months after opening.
Comparable Restaurant Sales. We consider a restaurant to be comparable in the first full quarter following the eighteenth
month of operations. Changes in comparable restaurant sales reflect changes in sales for the comparable group of
restaurants over a specified period of time. Changes in comparable sales reflect changes in customer count trends as well
as changes in average check. Our comparable restaurant base consisted of 81, 70 and 61 restaurants at December 30,
2018, December 31, 2017 and December 25, 2016, respectively.
Average Check. Average check is calculated by dividing revenue by total entrées sold for a given time period. Average
check reflects menu price increases as well as changes in menu mix. Our management team uses this indicator to analyze
trends in customers’ preferences, effectiveness of changes in menu and price increases as well as per customer expenditures.
Average Weekly Customers. Average weekly customers is measured by the number of entrées sold per week. Our
management team uses this metric to measure changes in customer traffic.
Average Unit Volume. Average unit volume consists of the average sales of our comparable restaurants over a certain
period of time. This measure is calculated by dividing total comparable restaurant sales within a period of time by the
total number of comparable restaurants within the relevant period. This indicator assists management in measuring changes
in customer traffic, pricing and development of our brand.
Operating Margin. Operating margin represents income from operations as a percentage of our revenue. By monitoring
and controlling our operating margins, we can gauge the overall profitability of our company.
The following table presents operating data for the periods indicated:
Year Ended
December 30,
2018
December 31,
2017
December 25,
2016
Total restaurants (at end of period). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total comparable restaurants (at end of period). . . . . . . . . . . . . . . . . . . . . . . . . . .
Average unit volumes (in thousands) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Change in comparable restaurant sales (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Average check . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
100
81
4,264
91
70
(1) $ 4,439
0.5% (1)
(0.7)%
15.08
$ 14.75
$
$
80
61
4,581
0.8%
14.48
(1) We consider a restaurant to be comparable in the first full quarter following the 18th month of operations. Change in
comparable restaurant sales reflect changes in sales for the comparable group of restaurants over a specified period of
time. Due to the inclusion of a 53rd week in fiscal 2017, there is a one-week calendar shift in the comparison of fiscal
year 2018 to the fiscal year 2017. As a result, our comparable restaurant sales calculation is based on comparing sales in
the fiscal year 2018 to sales in the corresponding calendar periods of 2017. Sales for the same 81 restaurants in the
comparable restaurant base, on fiscal basis, increased 0.2% for the year ended 2018.
Our Fiscal Year
We operate on a 52- or 53-week fiscal year that ends on the last Sunday of the calendar year. Each quarterly period has 13 weeks,
except for a 53-week year when the fourth quarter has 14 weeks. Our 2018 and 2016 fiscal years each consisted of 52 weeks, our
2017 fiscal year consisted of 53 weeks.
Key Financial Definitions
Revenue. Revenue primarily consists of food and beverage sales and also includes sales of our t-shirts, sweatshirts and hats.
Revenue is presented net of discounts associated with each sale. Revenue in a given period is directly influenced by the number
of operating weeks in such period, the number of restaurants we operate and comparable restaurant sales growth.
Cost of Sales. Cost of sales consists primarily of food, beverage and merchandise related costs. The components of cost of sales
are variable in nature, change with sales volume and are subject to increases or decreases based on fluctuations in commodity
costs.
32
Labor Costs. Labor costs include restaurant management salaries, front- and back-of-house hourly wages and restaurant-level
manager bonus expense and payroll taxes.
Operating Costs. Operating costs consist primarily of restaurant-related operating expenses, such as supplies, utilities, repairs and
maintenance, travel cost, insurance, employee benefits, credit card fees, recruiting, delivery service and security. These costs
generally increase with sales volume but may increase or decrease as a percentage of revenue.
Occupancy Costs. Occupancy costs include rent charges, both fixed and variable, as well as common area maintenance costs,
property insurance and taxes, the amortization of tenant allowances and the adjustment to straight-line rent. These costs are generally
fixed but a portion may vary with an increase in sales when the lease contains percentage rent.
General and Administrative Expenses. General and administrative expenses include costs associated with corporate and
administrative functions that support our operations, including senior and supervisory management and staff compensation
(including stock-based compensation) and benefits, travel, legal and professional fees, information systems, corporate office rent
and other related corporate costs.
Marketing. Marketing costs include costs associated with our restaurant marketing programs, community service and sponsorship
activities, our menus and other promotional activities.
Restaurant Pre-Opening Costs. Restaurant pre-opening costs consist of costs incurred before opening a restaurant, including
manager salaries, relocation costs, supplies, recruiting expenses, initial new market public relations costs, pre-opening activities,
employee payroll and related training costs for new employees. Restaurant pre-opening costs also include rent recorded during
the period between date of possession and the restaurant opening date.
Impairment and closure costs. Impairment costs include impairment of long-lived assets associated with restaurants where the
carrying amount of the asset is not recoverable and exceeds the fair value of the asset. Closure costs consist of any costs associated
with the closure of a restaurant, including lease termination costs, rent payments and other miscellaneous closing costs.
Depreciation and Amortization. Depreciation and amortization principally include depreciation on fixed assets, including
equipment and leasehold improvements, and amortization of certain intangible assets for restaurants.
Interest Expense. Interest expense consists primarily of interest on our outstanding indebtedness and the amortization of our debt
issuance costs reduced by capitalized interest.
33
Results of Operations
52 Weeks Ended December 30, 2018 Compared to the 53 Weeks Ended December 31, 2017
The following table presents, for the periods indicated, the consolidated statement of operations (in thousands):
Revenue. . . . . . . . . . . . . . . . . . . . . . . . . . $
Costs and expenses:
December 30,
2018
398,200
Cost of sales . . . . . . . . . . . . . . . . . . .
Labor . . . . . . . . . . . . . . . . . . . . . . . .
Operating . . . . . . . . . . . . . . . . . . . . .
Occupancy . . . . . . . . . . . . . . . . . . . .
General and administrative . . . . . . .
Marketing. . . . . . . . . . . . . . . . . . . . .
Restaurant pre-opening . . . . . . . . . .
Impairment and closure costs. . . . . .
Gain on insurance settlements . . . . .
Depreciation and amortization. . . . .
Total costs and expenses . . . . . .
Income from operations . . . . . . . . . . . . .
Interest expense, net. . . . . . . . . . . . .
Income before income taxes . . . . . . . . . .
Income tax (benefit) expense . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . $
101,946
144,325
57,457
30,028
20,725
3,929
4,382
12,336
—
19,804
394,932
3,268
83
3,185
(2,354)
5,539
* Not meaningful
Year Ended
% of
Revenue
December 31,
2017
% of
Revenue
Change
%
Change
100.0 % $ 369,589
100.0 % $
28,611
7.7 %
25.6 %
36.2 %
14.4 %
7.5 %
5.2 %
1.0 %
1.1 %
3.1 %
— %
5.1 %
99.2 %
0.8 %
— %
0.8 %
(0.6)%
1.4 % $
96,270
128,846
51,462
25,642
18,661
2,756
6,233
—
(1,362)
17,560
346,068
23,521
65
23,456
(5,500)
28,956
26.0 %
34.9 %
13.9 %
6.9 %
5.0 %
0.7 %
1.7 %
— %
(0.3)%
4.8 %
93.6 %
6.4 %
0.1 %
6.3 %
(1.5)%
7.8 % $
5,676
15,479
5,995
4,386
2,064
1,173
(1,851)
12,336
1,362
2,244
48,864
(20,253)
18
(20,271)
3,146
(23,417)
5.9 %
12.0 %
11.6 %
17.1 %
11.1 %
42.6 %
(29.7)%
*
*
12.8 %
14.1 %
(86.1)%
27.7 %
(86.4)%
(57.2)%
(80.9)%
Revenue. Revenue increased $28.6 million, or 7.7%, to $398.2 million for the year ended December 30, 2018, as compared to
$369.6 million for the year ended December 31, 2017. The increase in revenue was primarily driven by $41.0 million in incremental
revenue from an additional 567 operating weeks provided by new restaurants opened during and subsequent to the year ended
December 31, 2017 as well as an increase in our fiscal comparable restaurant sales. These increases were partially offset by $7.3
million decrease in revenue as a result of the loss of an extra operating week as compared to fiscal year 2017 and a decrease in
revenue from our non-comparable restaurants that are not included in the incremental revenue discussed above. Revenue related
to non-comparable restaurants is historically lower as the stores transition out of the 'honeymoon' period that follows a restaurant's
initial opening. The honeymoon period refers to the weeks following a restaurant's initial opening, during which sales are typically
higher than normal.
Due to the inclusion of a 53rd week in fiscal year 2017, there is a one-week calendar shift in the comparison of fiscal year 2018
to fiscal year 2017. After adjusting for the timing of the 53rd week, comparable restaurant sales, on a calendar basis, increased
0.5% for the 52-weeks ended December 30, 2018 compared to the 52-weeks ended December 31, 2017. The increase in comparable
restaurant sales was primarily driven by a 2.0% increase in average weekly check, partially offset by a 1.5% decrease in weekly
average customers. The Company estimates that unfavorable weather conditions during fiscal year 2018 more than offset the
favorable impact from lapping Hurricanes Harvey and Irma last year by approximately 60 basis points ("bps"). Our total revenue
mix attributed to bar sales was 18.4% during the years ended December 30, 2018 and December 31, 2017.
On a fiscal basis, which does not adjust for the one-week calendar shift, as previously noted, sales for the same restaurants in
the comparable restaurant base for the 52-weeks ended December 30, 2018 increased 0.2% compared to the 52-weeks ended
December 31, 2017.
Cost of Sales. Cost of sales as a percentage of revenue decreased to 25.6% during the year ended December 30, 2018, from 26.0%
during the comparable period in 2017, primarily as a result of a decrease in the cost of produce of approximately 20 bps, dairy
and cheese of approximately 20 bps, and chicken of approximately 10 bps, partially offset by an increase in the cost of grocery
of approximately 10 bps.
Labor Costs. Labor costs as a percentage of revenue increased to 36.2% during the year ended December 30, 2018, from 34.9%
during the comparable period in 2017, primarily due to new store labor inefficiencies, hourly labor rate inflation on comparable
34
stores of approximately 3.3% and higher hourly rates in new markets, partially offset by lower training expense for our new
managers.
Operating Costs. Operating costs as a percentage of revenue increased to 14.4% during the year ended December 30, 2018, from
13.9% during the comparable period in 2017. This increase is mainly driven by higher insurance costs of approximately 30 bps,
higher maintenance costs of approximately 10 bps, higher credit card fees and delivery service charges of approximately 10 bps,
and an increase of 10 bps as a result of deleverage due to the loss of an extra week as compared to fiscal year 2017. This overall
increase was partially offset by lower liquor taxes of approximately 10 bps, as we continue to expand outside of Texas.
Occupancy Costs. Occupancy costs as a percentage of revenue increased to 7.5% during the year ended December 30, 2018 from
6.9% during the comparable period in 2017, primarily as a result of higher rental expense at certain newly opened restaurants as
we continue our expansion into new markets, an increase in rent on extended lease terms at some existing restaurants and an
increase of 10 bps as a result of deleverage due to the loss of an extra week as compared to fiscal year 2017.
General and Administrative Expenses. General and administrative expenses increased $2.1 million, or 11.1%, to $20.7 million(cid:3)
for the year ended December 30, 2018, as compared to $18.7 million during the comparable period in 2017. This increase was
primarily driven by higher management compensation of $1.7 million in part due to additional headcount to support our growth,
$0.3 million in additional legal and professional fees as well as $0.1 million in higher information and technology costs.
Marketing Costs. Marketing costs as a percentage of revenue increased to 1.0% during the year ended December 30, 2018 from
0.7% during the comparable period in 2017. This increase was a result of our new national-level marketing initiatives.
Restaurant Pre-opening Costs. Restaurant pre-opening costs decreased by $1.8 million, or 29.7%, to $4.4 million for the year
ended December 30, 2018, as compared to $6.2 million during the comparable period in 2017. This decrease is primarily driven
by a decrease in the number of new restaurants under development in fiscal 2018, as compared to fiscal 2017 as well as timing of
our openings. During the year ended December 30, 2018 we incurred pre-opening costs for nine new restaurants opened during
2018 as well as four restaurants which will be opened during fiscal year 2019. During the year ended December 31, 2017 we
incurred pre-opening costs for eleven new restaurants and eight restaurants which opened in fiscal year 2018.
Impairment and closure costs. As a result of our impairment analysis of under-performing restaurants the Company identified six
restaurants as impaired during the third quarter of 2018 and recognized a non-cash loss of $12.3 million ($9.4 million, net of tax).
Gain on insurance settlements. During the third quarter of 2017, parts of Texas and the Southeast were struck by Hurricanes
Harvey and Irma. As a result of the hurricanes, the Company incurred operating losses as well as property damage. The property
damage was mainly related to a restaurant in the Houston region which was closed through the middle of the fourth quarter of
2017 and required a complete reconstruction. Most operating losses were offset by the recovery proceeds from our insurance in
the same period they were incurred. The insurance settlements related to the property losses resulted in a gain of $1.4 million(cid:3)
recorded in the fourth quarter of 2017.
Depreciation and Amortization. Depreciation and amortization costs increased $2.2 million to $19.8 million for the year ended
December 30, 2018, as compared to $17.6 million during the comparable period in 2017, primarily as the result of an increase in
equipment and leasehold improvement costs associated with our new restaurants.
Income Tax Expense. Our effective income tax benefit rate is 73.9% for the year ended December 30, 2018 as compared to 23.4%
during the comparable period in 2017. The tax benefit in the fiscal year 2018 was primarily due to a $2.9 million tax benefit impact
relating to a non-cash loss on asset impairment recorded during the third quarter of 2018. The tax benefit in the fiscal year 2017
was primarily related to a deferred tax balance revaluation adjustment of $11.7 million recorded in the fourth quarter of 2017 as
a result of a decrease in the federal statutory tax rate from 35% to 21% effective January 1, 2018. Excluding the impact of these
adjustments our effective tax rate for the fiscal year 2018 was 3.5% compared to 26.4% in the same period last year. The decrease
in our effective tax rate is primarily related to a decrease in the federal statutory tax rate and an increase in employee tax credits
in proportion to our taxable income.
Net Income. As a result of the foregoing, net income decreased by $23.5 million to $5.5 million for the year ended December 30,
2018 as compared to $29.0 million during the comparable period in 2017.
35
53 Weeks Ended December 31, 2017 Compared to the 52 Weeks Ended December 25, 2016
The following table presents, for the periods indicated, the consolidated statement of operations (in thousands):
Revenue. . . . . . . . . . . . . . . . . . . . . . . . . . $
Costs and expenses:
December 31,
2017
369,589
Cost of sales . . . . . . . . . . . . . . . . . . .
Labor . . . . . . . . . . . . . . . . . . . . . . . .
Operating . . . . . . . . . . . . . . . . . . . . .
Occupancy . . . . . . . . . . . . . . . . . . . .
General and administrative . . . . . . .
Marketing. . . . . . . . . . . . . . . . . . . . .
Restaurant pre-opening . . . . . . . . . .
Impairment and closure costs. . . . . .
Gain on insurance settlements . . . . .
Depreciation and amortization. . . . .
Total costs and expenses . . . . . .
Income from operations . . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . .
Income before income taxes . . . . . . . . . .
Income tax expense . . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . $
96,270
128,846
51,462
25,642
18,661
2,756
6,233
—
(1,362)
17,560
346,068
23,521
65
23,456
(5,500)
28,956
* Not meaningful
Year Ended
% of
Revenue
December 25,
2016
% of
Revenue
Change
%
Change
100.0 % $ 330,613
100.0% $
38,976
11.8 %
26.0 %
34.9 %
13.9 %
6.9 %
5.0 %
0.7 %
1.7 %
— %
(0.3)%
4.8 %
93.6 %
6.4 %
0.1 %
6.3 %
(1.5)%
7.8 % $
85,542
110,730
45,900
22,204
17,560
2,390
5,348
1,517
—
15,081
306,272
24,341
63
24,278
7,034
17,244
25.9%
33.5%
13.9%
6.7%
5.3%
0.7%
1.6%
0.5%
—%
4.6%
92.7%
7.3%
—%
7.3%
2.1%
5.2% $
10,728
18,116
5,562
3,438
1,101
366
885
(1,517)
(1,362)
2,479
39,796
(820)
2
(822)
(12,534)
11,712
12.5 %
16.4 %
12.1 %
15.5 %
6.3 %
15.3 %
16.5 %
*
*
16.4 %
13.0 %
(3.4)%
3.2 %
(3.4)%
(178.2)%
67.9 %
Revenue. Revenue increased $39.0 million, or 11.8%, to $369.6 million for the year ended December 31, 2017, as compared to
$330.6 million for the year ended December 25, 2016. The Company's fiscal year 2017 included 53 weeks compared 52 weeks
in fiscal year 2016. Revenue attributed to the extra operating week was $7.3 million. In addition to the extra operating week, the
increase was primarily driven by $44.6 million in incremental revenue from an additional 567 operating weeks provided by 23
new restaurants opened during and subsequent to the year ended December 25, 2016. This increase was partially offset by a
decrease in our comparable sales, a $1.9 million decrease during the second half of the fiscal year as a result of Hurricanes Harvey
and Irma as well as revenue from our non-comparable restaurants that are not included in the incremental revenue discussed above.
Revenue related to non-comparable restaurants is historically lower as the stores transition out of the 'honeymoon' period that
follows a restaurant's initial opening. The honeymoon period refers to the weeks following a restaurant's initial opening, during
which sales are typically higher than normal.
Comparable restaurant sales decreased 0.7% during the year for the 52-weeks ended December 24, 2017 compared to the same
period in 2016. The decrease in comparable restaurant sales was primarily driven by a 2.3% decrease in average weekly customers,
partially offset by a 1.6% increase in average weekly check. Our comparable restaurant sales and average weekly customers were
negatively affected by the weather conditions and sporting events by approximately 40 bps and strategic cannibalization of
approximately 40 bps from two Austin restaurants. This decrease was partially offset by about 20 bps as a result of an extra
operating day in fiscal 2017 due to the Company’s restaurant closing schedule on Christmas Day in fiscal year 2016. Our total
revenue mix attributed to bar sales increased to 18.4% during the year ended December 31, 2017 compared to 18.3% during the
same period in 2016.
Cost of Sales. Cost of sales as a percentage of revenue increased to 26.0% during the year ended December 31, 2017, from 25.9%
during the comparable period in 2016, primarily as a result of an increase in produce of approximately 20 bps, an increase in
chicken of approximately 20 bps, increases in grocery and dairy costs of approximately 20 bps, partially offset by a decrease in
beef costs of approximately 40 bps and a decrease in bar costs of approximately 10 bps.
Labor Costs. Labor costs as a percentage of revenue increased to 34.9% during the year ended December 31, 2017, from 33.5%
during the comparable period in 2016, primarily due to new store labor inefficiencies, increased management labor as a result of
delayed openings in new markets and hourly labor rate inflation of approximately 2.5%.
Operating Costs. Operating costs as a percentage of revenue remained relatively flat at 13.9% during the year ended December 31,
2017 compared to the same period in 2016. This remained flat because higher utilities and insurance costs of 30 bps and higher
36
credit card and delivery charges of 5 bps were offset by hourly health care accrual adjustment of 30 bps and increased operating
leverage due to an extra week in the current year.
Occupancy Costs. Occupancy costs as a percentage of revenue increased to 6.9% during the year ended December 31, 2017 from
6.7% during the comparable period in 2016, primarily as a result of higher rental expense at certain newly opened restaurants as
we continue our expansion into new markets, partially offset by 10 bps increase in operating leverage due to an extra week in the
current year.
General and Administrative Expenses. General and administrative expenses increased $1.1 million, or 6.3%, to $18.7 million for
the year ended December 31, 2017, as compared to $17.6 million during the comparable period in 2016. This increase was primarily
driven by an increase in management salaries and equity compensation of $1.9 million due to additional headcount to support our
growth, $0.3 million in additional rent expense driven by our corporate office expansion, $0.1 million of additional public company
costs, and $0.3 million of various other miscellaneous administrative expenses, partially offset by a $1.5 million decrease in
performance based bonuses.
Marketing Costs. Marketing costs as a percentage of revenue remained relatively flat at 0.7% during the year ended December 31,
2017 as compared to the same period in 2016.
Restaurant Pre-opening Costs. Restaurant pre-opening costs increased by $0.9 million, or 16.5%, to $6.2 million for the year
ended December 31, 2017, as compared to $5.3 million during the comparable period in 2016. This increase is primarily due to
timing of our development schedules and delayed openings in new markets in fiscal year 2017. During the year ended December 31,
2017 we incurred pre-opening costs for eleven new restaurants opened during 2017 as well as nine restaurants which will be
opened during fiscal year 2018. During the year ended December 25, 2016 we incurred pre-opening costs for twelve new restaurants
and four restaurants which opened in fiscal year 2017.
Impairment and closure costs. Closure costs were $1.5 million for the year ended December 25, 2016 related to the closure and
relocation of one restaurant.
Gain on insurance settlements. During the third quarter of 2017, parts of Texas and the Southeast were struck by Hurricanes
Harvey and Irma. As a result of the hurricanes, the Company incurred operating losses as well as property damage. The property
damage was mainly related to a restaurant in the Houston region which was closed through the middle of the fourth quarter of
2017 and required a complete reconstruction. Most operating losses were offset by the recovery proceeds from our insurance in
the same period they were incurred. The insurance settlements related to the property losses were resulted in a gain of $1.4 million
recorded in the fourth quarter of 2017.
Depreciation and Amortization. Depreciation and amortization costs increased $2.5 million to $17.6 million for the year ended
December 31, 2017, as compared to $15.1 million during the comparable period in 2016, primarily as the result of an increase in
equipment and leasehold improvement costs associated with our new restaurants.
Income Tax Expense. Our effective income tax benefit rate is 23.4% for the year ended December 31, 2017 as compared to the
effective income tax expense rate of 29.0% during the comparable period in 2016. The decrease in our effective tax rate is primarily
related to a non-recurring deferred tax balance revaluation adjustment of $11.7 million recorded in the fourth quarter of 2017 as
a result of a decrease in federal statutory tax rate from 35% to 21% effective January 1, 2018. Excluding the impact of the revaluation
adjustment, our effective tax rate for fiscal year 2017 was 26.4% as compared to 29.0% for the comparable period in 2016. Our
effective tax rate was impacted by several other favorable discrete tax items during the fiscal year 2017 as compared to fiscal year
2016. The effective tax rates differ from the statutory rates primarily due to wage and employment tax related credits, non-deductible
expenses, and discrete items.
Net Income. As a result of the foregoing, net income increased by $11.7 million to $28.9 million for the year ended December 31,
2017 as compared to $17.2 million during the comparable period in 2016.
Liquidity
Our principal sources of cash are net cash provided by operating activities, which includes tenant improvement allowances from
our landlords, and borrowings, if any, under our Revolving Credit Facility, which we entered into on November 30, 2012 and
amended on October 30, 2015. Our need for capital resources is driven by our restaurant expansion plans, ongoing maintenance
of our existing restaurants, investment in our corporate and information technology infrastructure, obligations under our operating
leases and interest payments on our debt, if any. Based on our current growth plans, we believe our expected cash flows from
operations, expected tenant improvement allowances and available borrowings under our Revolving Credit Facility will be
sufficient to finance our planned capital expenditures and other operating activities for at least the next twelve months.
Consistent with many other restaurant and retail store operations, we typically use operating lease arrangements for our restaurants.
We believe that these operating lease arrangements provide appropriate leverage of our capital structure in a financially efficient
manner. We have also entered into operating leases with certain related parties with respect to six of our restaurants and our
corporate headquarters. In 2017, we also subleased additional office space from certain related parties to expand our corporate
37
headquarters. Effective December 31, 2018, the first day of fiscal year 2019, our current lease obligations will be reflected as
indebtedness on our Consolidated Balance Sheets as right-of-use assets and lease liabilities in accordance with Accounting
Standards Update ("ASU") 2016-02, "Leases (Topic 842)". See Note 2 of Notes to Consolidated Financial Statements included
elsewhere in this annual report on Form 10-K for more information regarding recently issued accounting standards.
We typically lease our restaurant locations with the initial lease term of 10 or 15 years and two to three five-year extension options.
Many of our lease arrangements include lease incentives, which partially offset the construction costs. Generally, landlords recoup
the cost of these incentives by an increase in minimum rent. There is no assurance that such incentives will always be available
to us in the future. From time to time, we may also purchase the underlying land lot for development. We recently purchased a lot
in Carmel, Indiana for a new restaurant, which we expect to open in fiscal year 2019.
As of December 30, 2018, we had a cash and cash equivalent balance of $8.2 million that we expect to utilize, along with cash
flow from operations, to provide capital to support our restaurant expansion plans, ongoing maintenance of our existing restaurants,
investment in infrastructure and to repurchase additional shares of our common stock subject to market conditions. Repurchases
of the Company's outstanding common stock will be made in accordance with applicable laws and may be made at management's
discretion from time to time in the open market, through privately negotiated transactions or otherwise, including pursuant to Rule
10b5-1 trading plans. There is no guarantee as to the exact number of shares to be repurchased by the Company. The timing and
extent of repurchases will depend upon several factors, including market and business conditions, regulatory requirements and
other corporate considerations, and repurchases may be discontinued at any time. As of December 30, 2018, we have $26.4 million
yet to be repurchased under this plan.
Our liquidity may be adversely affected by a number of factors, including a decrease in customer traffic or average check per
customer due to changes in economic conditions, as described in Item 1A. “Risk Factors.”
Cash Flows for the Years Ended December 30, 2018, December 31, 2017 and December 25, 2016
The following table summarizes the statements of cash flows for the years ended December 30, 2018, December 31, 2017 and
December 25, 2016 (in thousands):
December 30,
2018
Year Ended
December 31,
2017
December 25,
2016
Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash (used in) provided by financing activities . . . . . . . . . . . . . . . . . . . . .
Net (decrease) increase in cash and cash equivalents . . . . . . . . . . . . . . . . . . . .
Cash and cash equivalents at beginning of year . . . . . . . . . . . . . . . . . . . . . . . .
Cash and cash equivalents at end of period. . . . . . . . . . . . . . . . . . . . . . . . . . . . $
47,882
(44,521)
(3,947)
(586)
8,785
8,199
$
$
44,382
(49,134)
(157)
(4,909)
13,694
8,785
$
$
42,638
(41,885)
4,412
5,165
8,529
13,694
Operating Activities. Net cash provided by operating activities increased $3.5 million to $47.9 million for the year ended
December 30, 2018, from $44.4 million during the same period in 2017. Our business is almost exclusively a cash business. Almost
all of our receipts come in the form of cash and cash equivalents and a large majority of our expenditures are paid within a 30 day
period. The increase in net cash provided by operating activities during the year ended December 30, 2018 compared to the same
period in 2017 was primarily due to a decrease in net income of $23.4 million, partially offset by a $12.3 million non-cash loss
related to an impairment of assets in the third quarter of 2018, a $3.5 million decrease in deferred taxes, a $2.2 million increase
in depreciation and amortization, and a $8.9 million increase in operating working capital. This increase in operating working
capital is primarily driven by a $2.2 million increase in accrued liabilities and deferred rent mainly driven by an increase in deferred
rent as compared to last year, a $2.2 million decrease in accounts receivable mainly as a result of a collection of an insurance
settlement accrued as of the end of the fourth quarter of 2017, a $1.0 million increase in deferred lease incentives as a result of
the addition of new restaurants, and $2.9 million decrease in prepaid expenses driven by timing of payments and in part by our
development schedule.
Net cash provided by operating activities increased $1.8 million to $44.4 million for the year ended December 31, 2017, from
$42.6 million during the same period in 2016. The increase in net cash provided by operating activities during the year ended
December 31, 2017 compared to the same period in 2016 was primarily due to an increase in net income of $11.7 million, partially
offset by a decrease in non-cash reconciling items of $6.1 million and decreases in cash flow from operating assets and liabilities
of $3.8 million. The decrease in non-cash items of $6.1 million was primarily due to a $10.8 million decrease in deferred taxes
mainly related to the Tax Cuts and Jobs Act, and a $1.4 million decrease in impairment and closure costs, partially offset by $3.3
million increase from excess tax benefits, $2.5 million increase related to depreciation and amortization and an increase of $0.3
million in other changes. The decrease in working capital of $3.8 million was primarily due to net changes in accounts receivable,
accounts payable, accrued liabilities and deferred lease incentives of $7.9 million, of which $1.3 million relates to an insurance
38
receivable recorded in the fourth quarter of 2017, partially offset by net changes in income tax receivables, prepaid expenses and
other current assets as well as inventories of $4.1 million.
Investing Activities. Net cash used in investing activities decreased $4.6 million to $44.5 million for the year ended December 30,
2018, from $49.1 million for the year ended 2017. This decrease is primarily driven by a decrease in the number of new restaurants
under development in fiscal 2018 as compared to fiscal 2017 as well as timing of our openings. During the year ended December 30,
2018 we incurred development costs for construction of nine new restaurants opened during 2018 as well as four restaurants which
will be opened during fiscal year 2019. During the year ended December 31, 2017 we incurred development costs for the construction
of eleven new restaurants and eight restaurants which opened in fiscal year 2018.
Net cash used in investing activities increased $7.2 million to $49.1 million for the year ended December 31, 2017, from $41.9
million for the year ended 2016. This increase was mainly the result of the timing of our construction schedule and the related
payments associated with the construction of our eleven new restaurants that opened during the year ended December 31, 2017,
as well as expenditures related to the reconstruction of one restaurant that was severely damaged by Hurricane Harvey and eight
additional unopened restaurants under construction at December 31, 2017 as compared to twelve new restaurants opened and four
additional restaurants under construction during the comparable period in 2016. This increase was partially offset by $0.5 million
of insurance proceeds from property claims.
Financing Activities. Net cash used in financing activities increased $3.8 million to $3.9 million for the year ended December 30,
2018 from $0.2 million for the same period in 2017. The increase in net cash used by financing activities was primarily the result
of $3.6 million of repurchases of our common stock in the open market.
Net cash used in financing activities was $0.2 million for the year ended December 31, 2017 as compared to $4.4 million provided
by financing activities during the same period in 2016. The decrease in net cash provided by financing activities was primarily
the result of a $3.3 million decrease in excess tax benefits, a $0.2 million decrease in indirect repurchases of shares and a $1.1
million decrease in proceeds from the exercise of stock options during the year ended December 31, 2017.
As of December 30, 2018, we leased six of our restaurant locations and our corporate office from entities owned by our founders
and one of our former executive officers. We had no other financing transactions, arrangements or other relationships with any
unconsolidated affiliates or related parties. Additionally, we had no financing arrangements involving synthetic leases or trading
activities involving commodity contracts.
Capital Resources
Long-Term Capital Requirements
Our capital requirements are primarily dependent upon the pace of our growth plan and resulting new restaurants. Our growth
plan is dependent upon many factors, including economic conditions, real estate markets, restaurant locations and the nature of
our lease agreements. Our capital expenditure outlays are also dependent on maintenance and remodel costs in our existing
restaurants as well as information technology and other general corporate capital expenditures.
The capital resources typically required for a new restaurant depend on whether the restaurant is a ground-up construction or a
conversion. For our new unit openings, we estimate the cost of a conversion or ground-up buildout will require a total cash
investment of $2.0 million to $3.5 million (net of estimated tenant incentives of between zero and $1.0 million). In addition, we
expect to spend approximately $400,000 to $450,000 per restaurant for restaurant pre-opening costs.
For 2019, we currently estimate capital expenditure outlays will range between $24.5 million and $30.7 million, net of agreed
upon tenant improvement allowances and excluding approximately $2.1 million to $2.9 million of restaurant pre-opening costs
for new restaurants that are not capitalized. These capital expenditure estimates are based on the opening of five to seven new
restaurants as well as $9.0 million to maintain and remodel our existing restaurants, expand our corporate office and for other
general corporate purposes.
Based on our growth plans, we believe our combined expected cash flows from operations, available borrowings under our
Revolving Credit Facility and expected tenant improvement allowances will be sufficient to finance our planned capital expenditures
and other operating activities in fiscal 2019.
Short-Term Capital Requirements
Our operations have not required significant working capital and, like many restaurant companies, we operate with negative
working capital. Restaurant sales are primarily paid for in cash or by credit card, and restaurant operations do not require significant
inventories or receivables. In addition, we receive trade credit for the purchase of food, beverages and supplies, therefore reducing
the need for incremental working capital to support growth. We had a net working capital deficit of $8.9 million at December 30,
2018, compared to a surplus of $0.9 million at December 31, 2017. The net working capital deficit of $8.9 million at December
30, 2018 was primarily driven by a decrease in lease incentives receivable of $4.8 million due to timing of receipts as well as a
$2.2 million decrease in prepaid expenses and other assets driven by timing of payments.
39
Revolving Credit Facility
On November 30, 2012, we entered into our $25.0 million Revolving Credit Facility with Wells Fargo Bank, National Association.
On October 30, 2015, we entered into an amendment to our Revolving Credit Facility to, among other things, (1) extend the
maturity date of the Revolving Credit Facility to October 30, 2020 from November 30, 2017 and (2) revise the applicable margins
and leverage ratios that determine the commitment fees and interest rates payable by the Company under the Revolving Credit
Facility. As of December 30, 2018 we had no outstanding indebtedness under our Revolving Credit Facility.
Under our Revolving Credit Facility, we may request to increase the size of our Revolving Credit Facility by up to $25.0 million,
in minimum principal amounts of $5.0 million or the remaining amount of the $25.0 million if less than $5.0 million (the
"Incremental Revolving Loan"), the Incremental Revolving Loan will be effective after 10 days written notice to the agent. In
the event that any of the lenders fund the Incremental Revolving Loan, the terms and provisions of the Incremental Revolving
Loan will be the same as under our Revolving Credit Facility.
Borrowings under the Revolving Credit Facility generally bear interest at a variable rate based upon our election, of (i) the base
rate (which is the highest of prime rate, federal funds rate plus 0.5% or one month LIBOR plus 1%), or (ii) LIBOR, plus, in either
case, an applicable margin based on our consolidated total lease adjusted leverage ratio (as defined in the Revolving Credit Facility(cid:3)
agreement). Our Revolving Credit Facility also requires payment for commitment fees that accrue on the daily unused commitment
of the lender at the applicable margin, which varies based on our consolidated total lease adjusted leverage ratio. In addition, the
revolving line of credit requires compliance with a fixed charge coverage ratio, a lease adjusted leverage ratio and certain non-
financial covenants as well as places certain restrictions on the payment of dividends and distributions. Under the Revolving Credit
Facility, Chuy's may declare and make dividend payments so long as (i) no default or event of default has occurred and is continuing
or would result therefrom and (ii) immediately after giving effect to any such dividend payment, on a proforma basis, the lease
adjusted leverage ratio does not exceed 3.50 to 1.00.
As of December 30, 2018, we were in compliance with all covenants under our Revolving Credit Facility. Based on our capital
expenditure plans, contractual commitments and cash flow from operations, we expect to be able to comply with these covenants
in the near and long term.
Contractual Obligations
The following table summarizes contractual obligations at December 30, 2018 (in thousands):
Payment Due By Period
Total
Less Than 1
Year
1-3 Years
3-5 Years
More Than 5
Years
Contractual Obligations:
Long-Term Debt Obligations (1) . . . . $
Operating Lease Obligations (2) . . . .
Purchase Obligations (3) . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . $
57
430,796
32,512
463,365
$
$
31
25,917
32,222
58,170
$
$
26
55,382
290
55,698
$
$
— $
54,180
—
54,180
$
—
295,317
—
295,317
(1)
(2)
(3)
Reflects fees on unused revolver commitments under our Revolving Credit Facility. As of December 30, 2018, no
indebtedness was outstanding. All amounts under our Revolving Credit Facility are due October 30, 2020.
Reflects the aggregate minimum lease payments for our restaurant operations and corporate office. Operating lease
obligations excludes contingent rent payments that may be due under certain of our leases based on a percentage of sales.
Includes contractual purchase commitments for the purchase of goods related to restaurant operations and commitments
for construction of new restaurants.
Off-Balance Sheet Arrangements
As part of our on-going business, we do not participate in transactions that generate relationships with unconsolidated entities or
financial partnerships, such as entities referred to as structured finance or variable interest entities, which would have been
established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. As of
December 30, 2018, we are not involved in any variable interest entities transactions and do not otherwise have any off-balance
sheet arrangements.
Critical Accounting Policies
Our consolidated financial statements and accompanying notes are prepared in accordance with accounting principles generally
accepted in the United States of America. Preparing consolidated financial statements requires us to make estimates and assumptions
that affect the reported amounts of assets, liabilities, revenue and expenses. These estimates and assumptions are affected by the
40
application of our accounting policies. Our significant accounting policies are described in Note 2 to our Consolidated Financial
Statements. Critical accounting estimates are those that require application of management’s most difficult, subjective or complex
judgments, often as a result of matters that are inherently uncertain and may change in subsequent periods. While we apply our
judgment based on assumptions believed to be reasonable under the circumstances, actual results could vary from these assumptions.
It is possible that materially different amounts would be reported using different assumptions. The following is a description of
what we consider to be our most significant critical accounting policies.
Leases and Leasehold Improvements. We lease land, buildings and/or certain equipment for the majority of our restaurants under
noncancelable lease agreements. Our land and building leases typically have initial terms ranging from 10 to 15 years, and certain
renewal options for two or more five-year periods. When determining the lease term, we include option periods for which failure
to renew the lease imposes a penalty on us in such an amount that a renewal appears, at the inception of the lease, to be reasonably
assured. The primary penalty to which we are subject is the economic detriment associated with the existence of leasehold
improvements which might become impaired if we choose not to continue the use of the leased property.
Certain of our operating leases contain predetermined fixed escalations of the minimum rent during the original term of the lease.
For these leases, we recognize the related rent expense on a straight-line basis over the lease term and record the difference between
the amounts charged to operations and amounts paid as deferred rent. We may receive rent holidays, which would begin on the
possession date and end on the date construction of the restaurant begins, during which no cash rent payments are typically due
under the terms of the lease. Rent holidays are included in the lease term when determining straight-line rent expense.
Additionally, certain of our operating leases contain clauses that provide for additional contingent rent based on a percentage of
sales greater than certain specified target amounts. We recognize contingent rent expense prior to the achievement of the specified
target that triggers the contingent rent, provided achievement of the target is considered probable. This may result in some variability
in rent expense as a percentage of revenues over the term of the lease in restaurants where we pay contingent rent.
We make judgments regarding the probable term for each restaurant property lease, which can impact the classification and
accounting for a lease as capital or operating, the rent holiday and/or escalations in payments that are taken into consideration
when calculating straight-line rent and the term over which leasehold improvements and deferred lease incentives for each restaurant
are amortized. These judgments may produce materially different amounts of depreciation, amortization and rent expense than
would be reported if different assumed lease terms were used.
Impairment of Long-Lived Assets. The Company reviews long-lived assets, such as property and equipment and intangibles, subject
to amortization, for impairment when events or circumstances indicate the carrying value of the assets may not be recoverable.
In determining the recoverability of the asset value, an analysis is performed at the individual restaurant level and primarily includes
an assessment of historical undiscounted cash flows and other relevant factors and circumstances. The Company evaluates future
cash flow projections in conjunction with qualitative factors and future operating plans and regularly reviews any restaurants with
a deficient level of cash flows for the previous 24 months to determine if impairment testing is necessary. Recoverability of assets
to be held and used is measured by a comparison of the carrying value of the restaurant to its estimated future undiscounted cash
flows. If the estimated undiscounted future cash flows are less than the carrying value, we determine if there is an impairment loss
by comparing the carrying value of the restaurant to its estimated fair value. Based on this analysis, if the carrying value of the
restaurant exceeds its estimated fair value, an impairment charge is recognized by the amount by which the carrying value exceeds
the fair value.
We make assumptions to estimate future cash flows and asset fair values. The estimated fair value is generally determined using
the depreciated replacement cost method and discounted cash flow projections. Estimated future cash flows are highly subjective
assumptions based on Company’s projections and understanding of our business, historical operating results, and trends in sales
and restaurant level operating costs.
The Company’s impairment assessment process requires the use of estimates and assumptions regarding future cash flows and
operating outcomes, which are based upon a significant degree of management judgment. The estimates used in the impairment
analysis represent a Level 3 fair value measurement. The Company continues to assess the performance of restaurants and monitors
the need for future impairment. Changes in the economic environment, real estate markets, capital spending, overall operating
performance could impact these estimates and underlying assumptions and result in future impairment charges.
As a result of the above mentioned review process, the Company recognized a $12.3 million non-cash loss on asset impairments
relating to six restaurants during the third quarter of 2018. The Company did not recognize an impairment charge during fiscal
year 2017 and 2016.
Goodwill and Other Intangible Assets. Goodwill and indefinite life intangible assets are not amortized but are tested annually on
the first day of the fourth quarter, or more frequently if events or changes in circumstances indicate that the assets might be
impaired. In assessing the recoverability of goodwill and indefinite life intangible assets, the Company must make assumptions
about the estimated future cash flows and other factors to determine the fair value of these assets.
41
For goodwill, the Company performs tests to assess potential impairments on the first day of the fourth quarter or during the year
if an event or other circumstance indicates that goodwill may be impaired. The first step of the goodwill quantitative impairment
test compares the implied estimated fair value of the reporting unit to the carrying amount, including goodwill. The Company
considers all of its stores in total as one reporting unit. If the estimated fair value of the reporting unit is less than the carrying
amount, then it is more likely than not that a goodwill impairment exits and a second step must be completed in order to determine
the amount of the goodwill impairment. In the second step, the implied fair value of the goodwill is determined by allocating fair
value to all of its assets and liabilities, other than goodwill, in a manner similar to a purchase price allocation. If the resulting
implied fair value of the goodwill that results from the application of this second step is less than the carrying amount of the
goodwill, an impairment charge is recorded for the difference.
Similarly, for the impairment evaluation for indefinite life intangible assets, which includes our trade names, we first perform a
quantitative assessment to determine whether the estimated fair value of the indefinite-lived intangible asset is less than its carrying
value. We calculate the estimated fair value of the indefinite-lived intangible asset and compare it to the carrying value. Fair value
is estimated primarily using future discounted cash flow projections in conjunction with qualitative factors and future operating
plans. When the carrying value exceeds fair value, an impairment charge is recorded for the amount of the difference. An intangible
asset is determined to have an indefinite useful life when there are no legal, regulatory, contractual, competitive, economic or
other factors that may limit the period over which the asset is expected to contribute directly or indirectly to the future cash flows
of the Company. The Company also annually evaluates intangible assets that are not being amortized to determine whether events
and circumstances continue to support an indefinite useful life. If an intangible asset that is not being amortized is determined to
have a finite useful life, the asset will be amortized prospectively over the estimated remaining useful life and accounted for in
the same manner as intangible assets subject to amortization. Our analysis indicated that no impairments of goodwill or indefinite-
lived intangibles occurred during fiscal 2018, 2017 or 2016.
Income Taxes. Income tax provisions consist of federal and state taxes currently due, plus deferred taxes. Deferred tax assets and
liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be
recovered or settled. Deferred tax assets are recognized when management considers the realization of those assets in future periods
to be more likely than not. Future taxable income, adjustments in temporary difference, available carryforward periods and changes
in tax laws could affect these estimates.
Stock-Based Compensation. Compensation cost for stock options and deferred shares (these deferred shares were granted under
the Chuy's Holdings, Inc. 2012 Omnibus Equity Incentive Plan, and are referred to as "restricted stock units") granted is determined
based on the fair value of the security at the date of grant and is recognized over the award’s requisite service period on a straight-
line basis. The forfeitures are recognized when they occur. The fair value of the restricted stock units is the quoted market value
of our common stock on the date of grant. We use the Black-Scholes valuation model to determine the fair value of our stock
options, which requires assumptions to be made regarding our stock price volatility, the expected life of the award, risk-free interest
rate, and expected dividend rates. The volatility assumptions were derived from the volatilities of comparable public restaurant
companies. If factors change and we employ different assumptions, stock-based compensation expense may differ significantly
from what we have recorded in the past. If there is a difference between the assumptions used in determining stock-based
compensation expense and the actual factors which become known over time, we may change the input factors used in determining
stock-based compensation costs for future grants. These changes, if any, may materially impact our results of operations in the
period such changes are made. We expect to continue to grant stock options and restricted stock units in the future, and to the
extent that we do, our actual stock-based compensation expense recognized in future periods will likely increase.
Recent Accounting Pronouncements
The information regarding recent accounting pronouncements materially affecting our consolidated financial statements is included
in Note 2 to our consolidated financial statements.
Inflation
Our profitability is dependent, among other things, on our ability to anticipate and react to changes in the costs of key operating
resources, including food and other raw materials, labor, energy and other supplies and services. Substantial increases in costs and
expenses could impact our operating results to the extent that such increases cannot be passed along to our restaurant customers.
The impact of inflation on food, labor, energy and occupancy costs can significantly affect the profitability of our restaurant
operations.
Many of our restaurant staff members are paid hourly rates related to the federal minimum wage. Labor costs related to hourly
wages have been impacted by and will continue to be impacted by mandated increases in minimum wage rates at the federal, state
and local levels. Certain operating costs, such as taxes, insurance and other outside services increase with the general level of
inflation and may also be subject to other cost and supply fluctuations outside of our control.
42
While we have been able to partially offset inflation and other changes in the costs of key operating resources by gradually
increasing prices for our menu items, more efficient purchasing practices, productivity improvements and greater economies of
scale, there can be no assurance that we will be able to continue to do so in the future. From time to time, competitive conditions
could limit our menu pricing flexibility. In addition, macroeconomic conditions could make additional menu price increases
imprudent. There can be no assurance that all future cost increases can be offset by increased menu prices or that increased menu
prices will be fully absorbed by our restaurant customers without any resulting changes in their visit frequencies or purchasing
patterns. A majority of the leases for our restaurants provide for contingent rent obligations based on a percentage of revenue.
There can be no assurance that we will continue to generate increases in comparable restaurant sales in amounts sufficient to offset
inflationary or other cost pressures.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Interest Rate Risk
We are subject to interest rate risk in connection with our long-term indebtedness. Our principal interest rate exposure relates to
loans outstanding under our Revolving Credit Facility. All outstanding indebtedness under our Revolving Credit Facility bears
interest at a variable rate based on LIBOR. Each quarter point change in interest rates on the variable portion of indebtedness
under our Revolving Credit Facility would result in an annualized change to our interest expense of approximately $2,500 per
every million dollars borrowed. As of December 30, 2018, we had no borrowings under our Revolving Credit Facility.
Commodity Price Risk
We are exposed to market price fluctuation in food product prices. Given the historical volatility of certain of our food product
prices, including produce, chicken, beef and cheese, these fluctuations can materially impact our food and beverage costs. While
we have taken steps to enter into long term agreements for some of the commodities used in our restaurant operations, there can
be no assurance that future supplies and costs for such commodities will not fluctuate due to weather and other market conditions
outside of our control.
Consequently, such commodities can be subject to unforeseen supply and cost fluctuations. Dairy costs can also fluctuate due to
government regulation. Because we typically set our menu prices in advance of our food product prices, we cannot immediately
take into account changing costs of food items. To the extent that we are unable to pass the increased costs on to our customers
through price increases, our results of operations would be adversely affected. We do not use financial instruments to hedge our
risk to market price fluctuations in our food product prices at this time.
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Our consolidated financial statements, notes thereto and the report of RSM US LLP, our independent registered public accounting
firm, are set forth beginning on page F-1 hereto and are incorporated herein by reference.
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
We carried out an evaluation, under the supervision and with the participation of our chief executive officer and chief financial
officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e)
of the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based on this evaluation, our principal
executive officer and principal financial officer concluded that our disclosure controls and procedures (as defined in Rule 13a-15(e)
of the Securities Exchange Act of 1934) are effective as of the end of the period covered by this report to provide reasonable
assurance that material information required to be included in our periodic SEC reports is recorded, processed, summarized and
reported within the time periods specified in the relevant SEC rules and forms.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in
Exchange Act Rule 13a-15(f), internal control over financial reporting is a process designed by, or under the supervision of, our
principal executive officer and principal financial officer and effected by our Board of Directors, management and other personnel,
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with GAAP and includes those policies and procedures that (i) pertain to the maintenance of
records that in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
43
accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations
of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. The
design of any system of control is based upon certain assumptions about the likelihood of future events, and there can be no
assurance that any design will succeed in achieving its stated objectives under all future events, no matter how remote, or that the
degree of compliance with the policies or procedures may not deteriorate. Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements. Accordingly, even effective internal control over financial reporting
can only provide reasonable assurance of achieving their control objectives. Also, projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.
Under the supervision and with the participation of our management, including our chief executive officer and chief financial
officer, we carried out an evaluation of the effectiveness of our internal control over financial reporting as of December 30, 2018(cid:3)
based on the criteria in Internal Control — Integrated Framework (2013 Framework) issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Based on this evaluation, our management concluded that our internal control over
financial reporting was effective as of December 30, 2018.
RSM US LLP, the Company's independent registered public accounting firm, has audited the financial statements included in this
Annual Report on Form 10-K, and has issued an attestation report on our internal control over financial reporting, which is included
herein.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that
have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
44
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Chuy’s Holdings, Inc.
Opinion on the Internal Control Over Financial Reporting
We have audited Chuy's Holdings, Inc. and its subsidiaries’ (the Company) internal control over financial reporting as of December
30, 2018, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission in 2013. In our opinion, the Company maintained, in all material respects, effective
internal control over financial reporting as of December 30, 2018, based on criteria established in Internal Control-Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the consolidated financial statements as of and for the year ended December 30, 2018, of the Company and our report
dated March 12, 2019 expressed an unqualified opinion.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment
of the effectiveness of internal control over financial reporting in the accompanying Management’s Report on Internal Control
Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting
based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect
to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and
Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material
weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.
Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our
audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain
to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets
of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that
could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because
of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ RSM US LLP
Austin, Texas
March 12, 2019
45
ITEM 9B. OTHER INFORMATION
We entered into employment agreements with each of Messrs. Hislop, Howie, Mountford and Hatcher on March 11, 2019. The
employment agreements do not have a fixed term.
The employment agreements provide that Messrs. Hislop, Howie, Mountford and Hatcher will receive an annual base salary of
at least $649,750, $400,000, $207,500 and $220,000, respectively. Messrs. Hislop, Howie and Mountford are each eligible pursuant
to their employment agreements to receive a target annual bonus of 50% of their annual base salary, based upon the achievement
of performance objectives determined by our compensation committee with a minimum and maximum bonus of 0% and 100%
of their annual base salary. Mr. Hatcher is eligible pursuant to his employment agreement to receive a target annual bonus of 30%
of his annual base salary, based upon the achievement of performance objectives determined by our compensation committee with
a minimum and maximum bonus of 0% and 60% of his annual base salary. Additionally, Messrs. Hislop, Howie, Mountford and
Hatcher are eligible pursuant to their employment agreements to receive a targeted annual equity award equal to 50% of their base
salary, as determined and authorized from time to time by the compensation committee and subject to the terms and conditions
of the Chuy’s Holdings, Inc. 2012 Omnibus Equity Incentive Plan (the “Equity Plan”) or any successor plan and any award
agreements governing the grant of equity awards. The employment agreements also provide that each executive will be eligible
to participate in our employee plans, including any health, disability or group life insurance plans or any retirement or non-qualified
deferred compensation plans that are generally made available to our other senior executives and will be entitled to four weeks
paid vacation per calendar year to be taken in accordance with our vacation policy.
Each employment agreement provides for severance benefits if the executive’s employment is terminated without cause (as defined
in the employment agreements) or by the executive for good reason (as defined in the employment agreements), subject to the
executive’s compliance with certain assignment of invention, confidentiality, non-compete, non-solicitation and non-
disparagement obligations and the execution of a general release of claims. In the event Mr. Hislop’s employment is terminated
without cause or by him for good reason, he is entitled to continue to receive his base salary for two years following the termination
of his employment and an amount equal to his target annual bonus for the year his employment was terminated. In the event the
employment of Messrs. Howie, Mountford and Hatcher is terminated without cause or by the executive for good reason, each is
entitled to continue to receive one year’s base salary following his termination and an amount equal to his target annual bonus for
the year his employment was terminated. Additionally, in the event the employment of Messrs. Hislop, Howie, Mountford and
Hatcher is terminated without cause or by the executive for good reason, each is entitled to continue to receive the amount that
we were subsidizing for the executive and his or her dependents’ medical and dental insurance coverage during the same period
the executive is entitled to continue to receive his base salary after his termination.
The employment agreements also provide that if (1) the employment of Messrs. Hislop, Howie, Mountford or Hatcher is terminated
on account of the executive’s death or disability (as defined in the employment agreements) or (2) the executive’s employment is
terminated without cause or by the executive for good reason, in each case, on or during the 24 month period after a change in
control (as defined in the Equity Plan), subject to the executive’s compliance with certain assignment of invention, confidentiality,
non-compete, non-solicitation and non-disparagement obligations and the execution of a general release of claims, then any
unvested or unexercisable portion of any award granted to the executive under the Equity Plan shall become fully vested or
exercisable.
PART III
The information required by Items 10, 11, 12, 13 and 14 will be furnished by an amendment hereto that will contain such information.
PART IV
ITEM 15: EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The following documents are filed as a part of this Report:
(1) Financial Statements - see Index to Financial Statements appearing on page F-1.
(2) Financial Statement Schedules – None.
(3) Exhibits - The exhibits listed on the accompanying Exhibit Index are filed or incorporated by reference as part of this
report.
46
Exhibit No.
3.1
3.2
4.1
10.1*
10.2*
10.3*
10.4*
10.5*
10.6*
10.7*
10.8*
10.9*
10.10*
10.11
10.12
10.13
10.14*
10.15
10.16
10.17
10.18
Exhibit Index
Description of Exhibit
Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s
Current Report on Form 8-K, filed on July 27, 2012)
Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on
Form 8-K, filed on October 30, 2013)
Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 of Amendment No. 7 to the
Registration Statement on Form S-1 (File No. 333-176097), filed on July 11, 2012)
Chuy’s Holdings, Inc. 2012 Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 10.3 of
Amendment No. 7 to the Registration Statement on Form S-1 (File No. 333-176097), filed on July 11, 2012)
Form of Restricted Share Agreement (2012 Omnibus Equity Incentive Plan) (incorporated by reference to
Exhibit 10.4 of Amendment No. 7 to the Registration Statement on Form S-1 (File No. 333-176097), filed on
July 11, 2012)
Form of Option Agreement (2012 Omnibus Equity Incentive Plan) (incorporated by reference to Exhibit 10.5
of Amendment No. 7 to the Registration Statement on Form S-1 (File No. 333-176097), filed on July 11, 2012)
Form of Restricted Stock Unit Agreement (2012 Omnibus Equity Incentive Plan) (incorporated by reference to
Exhibit 10.6 to the Company's Annual Report on form 10-K, filed on March 11, 2014)
Form of Restricted Stock Unit Agreement (Amended 2015)(2012 Omnibus Equity Incentive Plan)
(incorporated by reference to Exhibit 10.4 to the Company's Annual Report on Form 10-K, filed on March 12,
2015)
Form of Option Agreement (Amended 2015)(2012 Omnibus Equity Incentive Plan)(incorporated by reference
to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q, filed on May 8, 2015)
Chuy’s Holdings, Inc. Amended and Restated 2006 Stock Option Plan (incorporated by reference to Exhibit
10.37 of Amendment No. 5 to the Registration Statement on Form S-1 (File No. 333-176097), filed on May 17,
2012)
Chuy’s Holdings, Inc. 2006 Stock Option Plan (incorporated by reference to Exhibit 10.6 to the Company’s
Registration Statement on Form S-1 (File No. 333-176097), filed on August 5, 2011)
Form of Stock Option Award Agreement (2006 Stock Option Plan) (incorporated by reference to Exhibit 10.7
to the Company’s Registration Statement on Form S-1 (File No. 333-176097), filed on August 5, 2011)
Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.8 of
Amendment No. 7 to the Registration Statement on Form S-1 (File No. 333-176097), filed on July 11, 2012)
Letter Agreement regarding Arbor Trails Chuy’s, dated November 7, 2006, by and between Chuy’s Opco, Inc.
and Three Star Management, Ltd. (incorporated by reference to Exhibit 10.9 to the Company’s Registration
Statement on Form S-1 (File No. 333-176097), filed on August 5, 2011)
Recipe License Agreement, dated November 7, 2006, by and between Chuy’s Opco, Inc. and MY/ZP IP Group,
Ltd. (incorporated by reference to Exhibit 10.10 to the Company’s Registration Statement on Form S-1 (File
No. 333-176097), filed on August 5, 2011)
Cross-Marketing License Agreement, dated November 7, 2006, by and between Chuy’s Opco, Inc. and MY/ZP
IP Group, Ltd. (incorporated by reference to Exhibit 10.12 to the Company’s Registration Statement on Form
S-1 (File No. 333-176097), filed on August 5, 2011)
Management Agreement, dated November 7, 2006, by and between Chuy’s Opco, Inc. and Three Star
Management, Ltd. (incorporated by reference to Exhibit 10.13 to the Company’s Registration Statement on
Form S-1 (File No. 333-176097), filed on August 5, 2011)
Management System License Agreement, dated November 7, 2006, by and between Chuy’s Opco, Inc. and
MY/ZP IP Group, Ltd. (incorporated by reference to Exhibit 10.14 to the Company’s Registration Statement on
Form S-1 (File No. 333-176097), filed on August 5, 2011)
Parade Sponsorship Agreement, dated November 7, 2006, by and between Chuy’s Opco, Inc. and MY/ZP IP
Group, Ltd. (incorporated by reference to Exhibit 10.15 to the Company’s Registration Statement on Form S-1
(File No. 333-176097), filed on August 5, 2011)
Form of License Exercisable Upon Event of Default Under Lease Agreement (incorporated by reference to
Exhibit 10.21 to the Company’s Registration Statement on Form S-1 (File No. 333-176097), filed on August 5,
2011)
Lease Agreement, dated November 7, 2006, between Young Zapp Graceland, Ltd. and Chuy’s Opco, Inc.
(incorporated by reference to Exhibit 10.23 to the Company’s Registration Statement on Form S-1 (File No.
333-176097), filed on August 5, 2011)
47
10.19
10.20
10.21
10.22
10.23
10.24
10.25
10.26
10.27*+
10.28*+
10.29*+
10.30*+
10.31*
10.32
10.33
21.1+
23.1+
31.1+
31.2+
32.1++
Lease Agreement, dated January 1, 2002, between Young Zapp North Lamar, Ltd. and Chuy’s Opco, Inc., as
amended, modified and assigned (incorporated by reference to Exhibit 10.24 to the Company’s Registration
Statement on Form S-1 (File No. 333-176097), filed on August 5, 2011)
Lease Agreement, dated November 1, 1998, between Young-Zapp Joint Venture II and Chuy’s Opco, Inc., as
amended, modified and assigned (incorporated by reference to Exhibit 10.25 to the Company’s Registration
Statement on Form S-1 (File No. 333-176097), filed on August 5, 2011)
Lease Agreement, dated November 19, 1996, between Young Zapp Joint Venture-IV and Chuy’s Opco, Inc., as
amended, modified and assigned (incorporated by reference to Exhibit 10.26 to the Company’s Registration
Statement on Form S-1 (File No. 333-176097), filed on August 5, 2011)
Lease Agreement, dated January 22, 2001, between Young Zapp JVRR, Ltd. and Chuy’s Opco, Inc., as
amended, modified and assigned (incorporated by reference to Exhibit 10.27 to the Company’s Registration
Statement on Form S-1 (File No. 333-176097), filed on August 5, 2011)
Lease Agreement, dated June 1, 2003, between Young Zapp Shenandoah, Ltd. and Chuy’s Opco, Inc., as
amended, modified and assigned (incorporated by reference to Exhibit 10.28 to the Company’s Registration
Statement on Form S-1 (File No. 333-176097), filed on August 5, 2011)
Lease Agreement, dated April 22, 2008, between Young Zapp Arbor Trails, Ltd. and Chuy’s Opco, Inc.
(incorporated by reference to Exhibit 10.29 to the Company’s Registration Statement on Form S-1 (File No.
333-176097), filed on August 5, 2011)
Sublease Agreement, dated December 1, 2016, between Young Zapp Graceland, Ltd. and Chuy’s Opco, Inc.
Form of Right to Repurchase Agreement (incorporated by reference to Exhibit 10.30 of Amendment No. 2 to
the Registration Statement on Form S-1 (File No. 333-176097), filed on October 27, 2011)
Employment Agreement, dated March 11, 2019, between Chuy’s Holdings, Inc., Chuy’s Opco, Inc. and Steve
Hislop
Employment Agreement, dated March 11, 2019, between Chuy’s Holdings, Inc., Chuy’s Opco, Inc. and Jon
Howie
Employment Agreement, dated March 11, 2019, between Chuy’s Holdings, Inc., Chuy’s Opco, Inc. and John
Mountford
Employment Agreement, dated March 11, 2019, between Chuy’s Holdings, Inc., Chuy’s Opco, Inc. and
Michael Hatcher
Chuy’s Holdings, Inc. Senior Management Incentive Plan (incorporated by reference to Exhibit 10.34 of
Amendment No. 7 to the Registration Statement on Form S-1 (File No. 333-176097), filed on July 11, 2012)
Credit Agreement, dated November 30, 2012, by and among Chuy’s Holdings, Inc., as borrower, the
subsidiaries of Chuy’s Holdings, Inc., as guarantors, and Wells Fargo Bank, National Association, as
administrative agent, swingline lender, issuing lender and lender (incorporated by reference to Exhibit 10.1 to
the Company’s Current Report on Form 8-K, filed on December 6, 2012)
First Amendment to the Credit Agreement, dated October 30, 2015, by and among Chuy’s Holdings, Inc., as
borrower, the guarantors party thereto and Wells Fargo Bank, National Association, as administrative agent
(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on November
3, 2015)
Subsidiaries of Chuy’s Holdings, Inc.
Consent of RSM US LLP
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002
101.INS+
101.SCH+
101.CAL+
101.DEF+
101.LAB+
101.PRE+
XBRL Instance Document
XBRL Taxonomy Extension Schema
XBRL Taxonomy Extension Calculation Linkbase Document
XBRL Taxonomy Extension Definition Linkbase Document
XBRL Taxonomy Extension Label Linkbase Document
XBRL Taxonomy Extension Presentation Linkbase Document
*
+
++
Indicates management contract or compensatory plan or arrangement.
Filed herewith
Furnished herein
48
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
Date: March 12, 2019
CHUY’S HOLDINGS, INC.
By:
/s/ STEVEN J. HISLOP
Steven J. Hislop
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the dates indicated.
Name
/s/ STEVE HISLOP
Steve Hislop
/s/ JON HOWIE
Jon Howie
/s/ STARLETTE JOHNSON
Starlette Johnson
/s/ SAED MOHSENI
Saed Mohseni
/s/ RANDALL DEWITT
Randall DeWitt
/s/ IRA ZECHER
Ira Zecher
Title
Chairman of the Board, Director, President and Chief
Executive Officer (principal executive officer)
Director, Vice President and Chief Financial Officer
(principal financial and accounting officer)
Director
Director
Director
Director
Date
3/12/2019
3/12/2019
3/12/2019
3/12/2019
3/12/2019
3/12/2019
49
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Financial Statements:
Consolidated Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Stockholders’ Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F - 2
F - 3
F - 4
F - 5
F - 6
F - 7
F - 1
To the Stockholders and Board of Directors of Chuy's Holdings, Inc.
Report of Independent Registered Public Accounting Firm
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Chuy’s Holdings, Inc. and its subsidiaries (the Company) as
of December 30, 2018 and December 31, 2017, the related consolidated statements of income, stockholders' equity and cash flows
for each of the three years in the period ended December 30, 2018, and the related notes to the consolidated financial statements
(collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial
position of the Company as of December 30, 2018 and December 31, 2017, and the results of its operations and its cash flows for
each of the three years in the period ended December 30, 2018, in conformity with accounting principles generally accepted in
the United States of America.
in accordance with
We have also audited,
the Public Company Accounting Oversight Board
(United States) (PCAOB), the Company's internal control over financial reporting as of December 30, 2018, based on criteria
established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission in 2013, and our report dated March 12, 2019 expressed an unqualified opinion on the effectiveness of the Company's
internal control over financial reporting.
the standards of
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on
the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules
and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to
error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements,
whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a
test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the
accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the
financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ RSM US LLP
We have served as the Company’s auditor since 2006.
Austin, Texas
March 12, 2019
F - 2
CHUY’S HOLDINGS, INC.
Consolidated Balance Sheets
(In thousands, except share and per share data)
December 30,
2018
December 31,
2017
Assets
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Accounts receivable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Lease incentives receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid expenses and other current assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets and intangible assets, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trade name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred lease incentives. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax liability, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued deferred rent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred lease incentives, less current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
$
$
8,199
2,054
1,597
1,541
603
3,736
17,730
210,960
2,425
21,900
24,069
277,084
6,463
17,221
2,959
26,643
2,601
14,516
39,473
83,233
8,785
2,696
6,351
1,605
1,225
5,924
26,586
197,255
2,157
21,900
24,069
271,967
6,396
16,488
2,773
25,657
6,438
11,764
39,146
83,005
Commitments and contingencies
Stockholders’ equity:
Common stock, $0.01 par value; 60,000,000 shares authorized; 16,856,373 shares issued
and outstanding at December 30, 2018 and 16,923,741 shares issued and outstanding at
December 31, 2017
Preferred stock, $0.01 par value; 15,000,000 shares authorized and no shares issued or
outstanding at December 30, 2018 and December 31, 2017
Paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total liabilities and stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
169
169
—
99,490
94,192
193,851
277,084
$
—
100,140
88,653
188,962
271,967
See Notes to Consolidated Financial Statements
F - 3
CHUY’S HOLDINGS, INC.
Consolidated Statements of Income
(In thousands, except share and per share data)
Revenue. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Costs and expenses:
December 30,
2018
398,200
Fiscal Year Ended
December 31,
2017
369,589
$
December 25,
2016
330,613
$
Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Labor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Occupancy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
General and administrative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Marketing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restaurant pre-opening . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Impairment and closure costs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on insurance settlements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total costs and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income from operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income before income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax (benefit) expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Net income per common share:
101,946
144,325
57,457
30,028
20,725
3,929
4,382
12,336
—
19,804
394,932
3,268
83
3,185
(2,354)
5,539
Basic. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
0.33
0.32
Weighted-average shares outstanding:
$
$
$
96,270
128,846
51,462
25,642
18,661
2,756
6,233
—
(1,362)
17,560
346,068
23,521
65
23,456
(5,500)
28,956
1.71
1.70
$
$
$
85,542
110,730
45,900
22,204
17,560
2,390
5,348
1,517
—
15,081
306,272
24,341
63
24,278
7,034
17,244
1.03
1.02
Basic. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
16,931,589
17,062,347
16,894,986
17,003,233
16,676,073
16,887,882
See Notes to Consolidated Financial Statements
F - 4
CHUY’S HOLDINGS, INC.
Consolidated Statements of Stockholders’ Equity
For the Fiscal Years Ended December 30, 2018, December 31, 2017 and December 25, 2016
(In thousands, except share and per share data)
Paid-in Capital
90,439
$
2,352
1,468
$
Retained
Earnings
$
42,453
—
—
Balance, December 27, 2015 . . . . . . . . . . . . . . . .
Stock-based compensation. . . . . . . . . . . . . . .
Proceeds from exercise of stock options . . . .
Excess tax benefit from stock-based
compensation . . . . . . . . . . . . . . . . . . . . . . .
Settlement of restricted stock units . . . . . . . .
Indirect repurchase of shares for minimum
tax withholdings . . . . . . . . . . . . . . . . . . . . .
Net Income. . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance, December 25, 2016 . . . . . . . . . . . . . . . .
Stock-based compensation. . . . . . . . . . . . . . .
Proceeds from exercise of stock options . . . .
Settlement of restricted stock units . . . . . . . .
Indirect repurchase of shares for minimum
tax withholdings . . . . . . . . . . . . . . . . . . . . .
Net Income. . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance, December 31, 2017 . . . . . . . . . . . . . . . .
Stock-based compensation. . . . . . . . . . . . . . .
Proceeds from exercise of stock options . . . .
Repurchase of shares of common stock. . . . .
Settlement of restricted stock units . . . . . . . .
Indirect repurchase of shares for minimum
tax withholdings . . . . . . . . . . . . . . . . . . . . .
Net Income. . . . . . . . . . . . . . . . . . . . . . . . . . .
Common Stock
Shares
16,490,600
—
312,165
$
—
46,004
(9,421)
—
16,839,348
—
35,170
67,198
(17,975)
—
Amount
165
—
3
—
—
—
—
168
—
—
1
—
—
3,265
—
(324)
—
97,200
3,098
340
(1)
(497)
—
16,923,741
169
100,140
—
25,745
(159,570)
95,581
(29,124)
—
—
—
(2)
1
1
—
3,297
453
(3,605)
(1)
(794)
—
Total
133,057
2,352
1,471
3,265
—
(324)
17,244
157,065
3,098
340
—
(497)
28,956
188,962
3,297
453
(3,607)
—
(793)
5,539
—
—
—
17,244
59,697
—
—
—
—
28,956
88,653
—
—
—
—
—
5,539
Balance, December 30, 2018 . . . . . . . . . . . . . . . .
16,856,373
$
169
$
99,490
$
94,192
$
193,851
See Notes to Consolidated Financial Statements.
F - 5
CHUY’S HOLDINGS, INC.
Consolidated Statements of Cash Flows
(In thousands)
Cash flows from operating activities:
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Adjustments to reconcile net income to net cash provided by operating
5,539
$
28,956
$
17,244
activities:
Fiscal Year Ended
December 30,
2018
December 31,
2017
December 25,
2016
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of loan origination costs . . . . . . . . . . . . . . . . . . . . . . . . . .
Impairment and closure costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Excess tax benefit from stock-based compensation . . . . . . . . . . . . . . . .
Gain on insurance related to property and equipment . . . . . . . . . . . . . .
Loss on disposal of property and equipment . . . . . . . . . . . . . . . . . . . . .
Amortization of deferred lease incentives . . . . . . . . . . . . . . . . . . . . . . .
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Changes in operating assets and liabilities: . . . . . . . . . . . . . . . . . . . . . .
Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventories. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid expenses and other current assets . . . . . . . . . . . . . . . . . .
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued liabilities and deferred rent . . . . . . . . . . . . . . . . . . . . . . .
Deferred lease incentives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash provided by operating activities . . . . . . . . . . . . . . .
Cash flows from investing activities:
Purchase of property and equipment, net. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Insurance proceeds from property claims . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchase of other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash used in investing activities . . . . . . . . . . . . . . . . . . .
Cash flows from financing activities:
Borrowings under revolving line of credit. . . . . . . . . . . . . . . . . . . . . . . . . . .
Payments under revolving line of credit . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Excess tax benefit from stock-based compensation. . . . . . . . . . . . . . . . . . . .
Proceeds from the exercise of stock options . . . . . . . . . . . . . . . . . . . . . . . . .
Repurchase of shares of common stock. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Indirect repurchase of shares for minimum tax withholdings . . . . . . . . . . . .
Net cash (used in) provided by financing activities. . . . . . . .
Net (decrease) increase in cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . .
Cash and cash equivalents, beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash and cash equivalents, end of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
19,804
33
12,336
3,096
—
—
97
(2,869)
(3,837)
642
64
622
2,188
(1,454)
3,485
8,136
47,882
(44,087)
—
(434)
(44,521)
—
—
—
453
(3,607)
(793)
(3,947)
(586)
8,785
8,199
$
17,560
34
—
2,880
—
(61)
107
(2,517)
(7,331)
(1,564)
(154)
958
(717)
(2,248)
1,326
7,153
44,382
(49,185)
501
(450)
(49,134)
—
—
—
340
—
(497)
(157)
(4,909)
13,694
8,785
$
15,081
33
1,367
2,193
(3,265)
—
43
(2,125)
3,488
(14)
(265)
(1,196)
(2,574)
(1,471)
5,975
8,124
42,638
(41,566)
—
(319)
(41,885)
2,000
(2,000)
3,265
1,471
—
(324)
4,412
5,165
8,529
13,694
Supplemental disclosure of non-cash investing and financing activities:
Property and equipment and other assets acquired by accounts payable. . . . $
1,521
$
630
$
2,191
Supplemental cash flow disclosures:
Cash paid for interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Cash paid for income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
35
862
$
$
39
908
$
$
33
1,385
See Notes to Consolidated Financial Statements
F - 6
CHUY’S HOLDINGS, INC.
Notes to Consolidated Financial Statements
(Tabular dollar amounts in thousands, except share and per share data)
1. Description of Business
Chuy’s Holdings, Inc., a Delaware corporation (the “Company”), through its subsidiaries owns and operates restaurants across 19
states including Texas, the Southeastern and Midwestern United States. All of the Company’s restaurants operate under the name
Chuy’s. The Company had 100, 91, and 80 restaurants, as of December 30, 2018, December 31, 2017, and December 25, 2016,
respectively.
Chuy’s was founded in Austin, Texas in 1982 and prior to 2006, operated as Chuy’s Comida Deluxe, Inc. (“Chuy’s”). The Company
was incorporated in November 2006.
2. Summary of Significant Accounting Policies
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries. All significant
intercompany balances and transactions have been eliminated.
Fiscal Year
The Company utilizes a 52- or 53-week fiscal year that ends on the last Sunday of the calendar year. The fiscal years ended
December 30, 2018 and December 25, 2016 each consisted of 52 weeks. Fiscal year ended December 31, 2017 consisted of 53
weeks.
Accounting Estimates
The preparation of the consolidated financial statements in conformity with U.S. Generally Accepted Accounting Principles
("GAAP") requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and
expenses for the period. Actual results could differ from estimates.
Cash and Cash Equivalents
The Company considers all cash and short-term investments with original maturities of three months or less as cash equivalents.
Amounts receivable from credit card processors are considered cash equivalents because they are both short in term and highly
liquid in nature, and are typically converted to cash within three business days of the sales transactions.
Lease Incentives Receivable
Lease incentives receivable consist of receivables from landlords provided for under the lease agreements to reimburse the Company
for leasehold improvements.
Inventories
Inventories consist of food, beverage, and merchandise and are stated at the lower of cost (first-in, first-out method) or market.
Property and Equipment
Property and equipment are recorded at cost, less accumulated depreciation. Equipment consists primarily of restaurant equipment,
furniture, fixtures and smallwares. Depreciation is calculated using the straight-line method over the estimated useful life of the
related asset, which ranges from three to seven years. Expenditures for major additions and improvements are capitalized. Leasehold
improvements are capitalized and amortized using the straight-line method over the shorter of the lease term, including option
periods that are reasonably assured of renewal, or the estimated useful life of the asset, which ranges from five to 20 years.
Leases
The Company leases land and/or buildings for its corporate office and all of its restaurants under various long-term operating lease
agreements. The Company uses a lease life that begins on the date that the Company takes possession under the lease, including
the pre-opening period during construction, when in many cases the Company is not making rent payments (“Rent Holiday”).
Certain of the Company’s operating leases contain predetermined fixed escalations of the minimum rent during the original term
of the lease. For these leases and those with a Rent Holiday, the Company recognizes the related rent expense on a straight-line
basis over the lease term and records the difference between the amounts charged to operations and amounts paid, as accrued
deferred rent.
F - 7
CHUY’S HOLDINGS, INC.
Notes to Consolidated Financial Statements (Continued)
(Tabular dollar amounts in thousands, except share and per share data)
In addition, certain of the Company’s operating leases contain clauses that provide for additional contingent rent based on a
percentage of sales greater than certain specified target amounts. The Company recognizes contingent rent expense prior to the
achievement of the specified target that triggers the contingent rent, provided achievement of the target is considered probable.
Leasehold improvements financed by the landlord through lease incentive allowances are capitalized with the lease incentive
allowances recorded as deferred lease incentives. Such leasehold improvements are amortized on a straight-line basis over the
lesser of the life of the asset or the defined lease term, which includes option periods which are reasonably assured of renewal.
Deferred lease incentives are amortized on a straight-line basis over the same defined lease term, and are recorded as a reduction
of occupancy expense.
Other Assets and Intangible Assets
Other assets and intangible assets include liquor licenses, lease acquisition costs, loan origination costs and other noncurrent assets,
and are stated at cost, less any accumulated amortization.
Goodwill
Goodwill represents the excess of cost over the fair value of assets of the businesses acquired. Goodwill is not amortized, but is
subject to impairment tests at least annually. The Company performs tests to assess potential impairments on the first day of the
fourth quarter or during the year if an event or other circumstance indicates that goodwill may be impaired. The first step of the
goodwill quantitative impairment test compares the implied estimated fair value of the reporting unit to the carrying amount,
including goodwill. The Company considers all of its stores in total as one reporting unit. If the estimated fair value of the reporting
unit is less than the carrying amount, then it is more likely than not that a goodwill impairment exits and a second step must be
completed in order to determine the amount of the goodwill impairment. In the second step, the implied fair value of the goodwill
is determined by allocating fair value to all of its assets and liabilities, other than goodwill, in a manner similar to a purchase price
allocation. If the resulting implied fair value of the goodwill that results from the application of this second step is less than the
carrying amount of the goodwill, an impairment charge is recorded for the difference. No goodwill impairment charges were
recognized during 2018, 2017, or 2016.
Indefinite Life Intangibles
Intangible assets acquired in a business combination and determined to have an indefinite useful life are not amortized because
there is no foreseeable limit to the cash flows generated by the intangible asset, and have no legal, contractual, regulatory, economic
or competitive limiting factors.
The annual impairment evaluation for indefinite life intangible assets includes a quantitative assessment to determine whether the
fair value of the indefinite life intangible assets is less than their carrying value. We calculate the estimated fair value of the
indefinite-lived intangible asset and compare it to the carrying value. Fair value is estimated primarily using future discounted
cash flow projections in conjunction with qualitative factors and future operating plans. When the carrying value exceeds fair
value, an impairment charge is recorded for the amount of the difference. An intangible asset is determined to have an indefinite
useful life when there are no legal, regulatory, contractual, competitive, economic or other factors that may limit the period over
which the asset is expected to contribute directly or indirectly to the future cash flows of the Company. The Company also annually
evaluates intangible assets that are not being amortized to determine whether events and circumstances continue to support an
indefinite useful life. If an intangible asset that is not being amortized is determined to have a finite useful life, the asset will be
amortized prospectively over the estimated remaining useful life and accounted for in the same manner as intangible assets subject
to amortization. No indefinite life intangible impairment charges were recognized during 2018, 2017, or 2016.
Impairment of Long-lived Assets
The Company reviews long-lived assets, such as property and equipment and intangibles, subject to amortization, for impairment
when events or circumstances indicate the carrying value of the assets may not be recoverable. In determining the recoverability
of the asset value, an analysis is performed at the individual restaurant level and primarily includes an assessment of historical
undiscounted cash flows and other relevant factors and circumstances. The Company evaluates future cash flow projections in
conjunction with qualitative factors and future operating plans and regularly reviews any restaurants with a deficient level of cash
flows for the previous 24 months to determine if impairment testing is necessary. Recoverability of assets to be held and used is
measured by a comparison of the carrying value of the restaurant to its estimated future undiscounted cash flows. If the estimated
undiscounted future cash flows are less than the carrying value, we determine if there is an impairment loss by comparing the
carrying value of the restaurant to its estimated fair value. Based on this analysis, if the carrying value of the restaurant exceeds
its estimated fair value, an impairment charge is recognized by the amount by which the carrying value exceeds the fair value.
We make assumptions to estimate future cash flows and asset fair values. The estimated fair value is generally determined using
the depreciated replacement cost method and discounted cash flow projections. Estimated future cash flows are highly subjective
F - 8
CHUY’S HOLDINGS, INC.
Notes to Consolidated Financial Statements (Continued)
(Tabular dollar amounts in thousands, except share and per share data)
assumptions based on Company’s projections and understanding of our business, historical operating results, and trends in sales
and restaurant level operating costs.
The Company’s impairment assessment process requires the use of estimates and assumptions regarding future cash flows and
operating outcomes, which are based upon a significant degree of management judgment. The estimates used in the impairment
analysis represent a Level 3 fair value measurement. The Company continues to assess the performance of restaurants and monitors
the need for future impairment. Changes in the economic environment, real estate markets, capital spending, overall operating
performance could impact these estimates and underlying assumptions and result in future impairment charges.
As a result of the above mentioned review process, the Company recognized a $12.3 million non-cash loss on asset impairments
relating to six restaurants during the third quarter of 2018. The Company did not recognize an impairment charge during fiscal
year 2017 and 2016.
Estimated Fair Value of Financial Instruments
The Company uses a three-tier value hierarchy, which classifies the inputs used in measuring fair values, in determining the fair
value of the Company's non-financial assets and non-financial liabilities. These tiers include: Level 1, defined as observable inputs
such as quoted prices for identical instruments in active markets; Level 2, defined as inputs other than quoted prices in active
markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market
data exists, therefore requiring an entity to develop its own assumptions. There were no changes in the methods or assumptions
used in measuring fair value during the period.
The carrying amounts of cash and cash equivalents, accounts receivable and accounts payable at December 30, 2018
and December 31, 2017 approximate their fair value due to the short-term maturities of these financial instruments.
In regards to the Company's impairment analysis, we generally estimate long-lived asset fair values, including property and
equipment and leasehold improvements, using either depreciated replacement cost method or discounted cash flow projections.
The inputs used to determine fair value relate primarily to the assumptions regarding the long-lived assets exit cost at their highest
and best use and future assumptions regarding restaurant sales and profitability. These inputs are categorized as Level 3 inputs.
The inputs used represent assumptions about what information market participants would use in pricing the assets and are based
upon the best information available at the time of the analysis.
Loan Origination Costs
Loan origination costs are capitalized and amortized over the term of the related debt and is included in Interest expense, net on
the consolidated statements of income.
Revenue Recognition
Revenue from restaurant operations (food, beverage and alcohol sales) and merchandise sales are recognized upon payment by
the customer at the time of sale. Revenues are reflected net of sales tax and certain discounts and allowances.
We offer our customers delivery at certain of our restaurants through third party delivery service's website or apps. We recognize
this revenue when the control of the food is transferred to the delivery service, excluding any delivery fees charged to the customer.
We receive payment subsequent to the transfer of food.
Proceeds from the sale of gift cards are recorded as deferred revenue at the time of sale and recognized as revenue upon redemption
by the customer. Breakage is recognized on unredeemed gift cards as revenue proportionate to the pattern of gift card redemptions
less any legal obligation to remit the unredeemed gift cards to the relevant jurisdictions. We recorded $0.2 million and $0.3 million
of gift card breakage in the fiscal year 2018 and 2017, respectively. There was no gift card breakage recorded in the fiscal year
2016.
Marketing
The Company expenses the printing of menus and other promotional materials as incurred. The costs of community service and
sponsorship activities are expensed on the expected timing of those events. Marketing expense was $3.9 million, $2.8 million, and
$2.4 million for the years ended December 30, 2018, December 31, 2017 and December 25, 2016, respectively.
Restaurant Pre-opening Costs
Restaurant pre-opening costs consist primarily of manager salaries, relocation costs, supplies, recruiting expenses, travel and
lodging, pre-opening activities, employee payroll and related training costs for employees at the new location. The Company
expenses such pre-opening costs as incurred. Pre-opening costs also include rent recorded during the period between date of
possession and the restaurant opening date.
F - 9
CHUY’S HOLDINGS, INC.
Notes to Consolidated Financial Statements (Continued)
(Tabular dollar amounts in thousands, except share and per share data)
Stock-Based Compensation
The Company maintains an equity incentive plan under which the Company's board of directors can grant stock options, restricted
stock units, and other equity-based awards to directors, officers, and key employees of the Company. The plans provide for granting
of options to purchase shares of common stock at an exercise price not less than the fair value of the stock on the date of grant.
The Company recognizes stock-based compensation in accordance with the Financial Accounting Standards Board ("FASB")
Accounting Standards Codification ("ASC") Topic 718 ("Topic 718"). Stock-based compensation cost includes compensation cost
for all share-based payments granted based on the grant date fair value estimated in accordance with the provisions of Topic 718.
Compensation cost is recognized on a straight-line basis over the requisite service period of each award. The forfeitures are
recognized when they occur.
Income Tax Matters
Income tax provisions are comprised of federal and state taxes currently due, plus deferred taxes. Deferred tax assets and liabilities
are recognized for future tax consequences attributable to the temporary difference between the financial statement carrying
amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or
settled. Deferred tax assets are recognized when management considers the realization of those assets in future periods to be more
likely than not. Future taxable income, adjustments in temporary differences, available carryforward periods and changes in tax
laws could affect these estimates.
Segment Reporting
ASC Topic No. 280, "Segment Reporting," establishes standards for disclosures about products and services, geographic areas
and major customers. The Company currently operates one reporting segment; full-service, casual dining, Mexican food restaurants.
Additionally, we operate in one geographic area: the United States of America.
Revenue from customers is derived principally from food and beverage sales and the Company does not rely on any major customers
as a source of revenue.
Recent Accounting Pronouncements
The Company's management reviewed all significant newly-issued accounting pronouncements and concluded that, with the
exception of the pronouncements below, they either are not applicable to the Company's operations or that no material effect is
expected on the Company's consolidated financial statements as a result of future adoption.
Leases
In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-02,
"Leases (Topic 842)" and additional clarifications and improvements throughout fiscal year 2018. This update requires a lessee to
recognize on the balance sheet the right-of-use assets and lease liabilities for leases with a lease term of more than 12 months. This
update also requires additional disclosures about the amount, timing, and uncertainty of cash flows arising from leases. This
standard is effective for interim and annual periods beginning after December 15, 2018. We have adopted this standard effective
December 31, 2018, the first day of fiscal year 2019. We have elected the optional transition method to apply the standard as of
the effective date and therefore, we will not apply the standard to the comparative periods presented in our consolidated financial
statements. We will elect the transition package of three practical expedients permitted within the standard, which eliminates the
requirement to reassess the conclusions about historical lease identifications, lease classifications, and initial direct costs. We will
not elect the hindsight practical expedient, which permits the use of hindsight when determining lease terms and impairments of
right-of-use assets. Additionally, we will elect the short-term lease exception policy, permitting us to not apply the recognition
requirements of this standard to leases with a term of 12 months or less.
The adoption of ASU 2016-02 will have a significant impact on the Company’s consolidated balance sheet as we will recognize
the right-of-use assets and liabilities for our restaurant operating leases as well as corporate office leases. We expect to record lease
liabilities of approximately $215.0 to $225.0 million based on the present value of the remaining minimum rental payments using
discount rates as of the effective date. We also expect to record corresponding right-of-use assets of approximately $150.0 to $170.0
million, based on the operating lease liabilities adjusted for unamortized deferred rent, lease incentives, and initial direct costs;
and a cumulative effect adjustment to retained earnings for the initial direct costs relating to leases not yet commenced at the
effective date. The Company is currently evaluating a potential impairment of the right of use assets at adoption, which would be
recorded to retained earnings at the effective date. We do not expect a significant impact on the consolidated statement of income
or cash flows and overall liquidity. In preparation for the adoption of the guidance, the Company is currently finalizing the impact
to our accounting policies, processes, disclosures and internal control over financial reporting.
F - 10
CHUY’S HOLDINGS, INC.
Notes to Consolidated Financial Statements (Continued)
(Tabular dollar amounts in thousands, except share and per share data)
Revenue Recognition
The Company adopted ASU 2014-09, "Revenue with Contracts from Customers (Topic 606)," in the first quarter of 2018. The
comparative financial information has not been restated and continues to be reported under the accounting standards in effect for
those periods. The adoption of this ASU was immaterial to the Company's consolidated financial statements.
The Company's revenue is mainly comprised of food and beverage sales. ASU 2014-09 does not have an impact on revenue
recognition related to food and beverage sales. However, it requires gift card breakage to be recognized as revenue proportionate
to the pattern of gift card redemptions. Under the previous guidance, the Company determined breakage when the likelihood of
redemption of a gift card by a customer was remote. The Company continues to record gift card breakage as a component of
revenue.
3. Net Income Per Share
Basic net income per share of common stock was computed by dividing net income by the weighted-average number of shares of
common stock outstanding for the period.
Diluted net income per share of common stock is computed on the basis of the weighted-average number of shares of common
stock plus the effect of dilutive potential shares of common stock equivalents outstanding during the period using the treasury
stock method for dilutive options and deferred shares (these shares were granted under the Chuy's Holdings, Inc. 2012 Omnibus
Equity Incentive Plan, and are referred to as "restricted stock units").
There were approximately 8,700, 33,800 and 1,000 shares of common stock equivalents that have been excluded from the
calculation of diluted net income per share because their inclusion would have been anti-dilutive for the years ended December 30,
2018, December 31, 2017 and December 25, 2016, respectively.
The computations of basic and diluted net income per share is as follows:
December 30,
2018
Year Ended
December 31,
2017
December 25,
2016
BASIC
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
5,539
Weighted-average common shares outstanding . . . . . . . . . . . . . . . . . . . . . . . . . .
Basic net income per common share. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
16,931,589
0.33
$
$
28,956
16,894,986
1.71
$
$
17,244
16,676,073
1.03
DILUTED
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Weighted-average common shares outstanding. . . . . . . . . . . . . . . . . . . . . . .
Dilutive effect of stock options and restricted stock units . . . . . . . . . . . . . . .
Weighted-average of diluted shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted net income per common share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
5,539
$
28,956
$
17,244
16,931,589
16,894,986
16,676,073
130,758
108,247
211,809
17,062,347
17,003,233
16,887,882
0.32
$
1.70
$
1.02
4. Prepaid Expenses and Other Current Assets
The major classes of prepaid expenses and other current assets at December 30, 2018 and December 31, 2017 are summarized
as follows:
Deposits on equipment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
499
$
2,967
270
Total prepaid expenses and other current assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
3,736
$
948
4,716
260
5,924
December 30,
2018
December 31,
2017
F - 11
CHUY’S HOLDINGS, INC.
Notes to Consolidated Financial Statements (Continued)
(Tabular dollar amounts in thousands, except share and per share data)
5. Property and Equipment
The major classes of property and equipment as of December 30, 2018 and December 31, 2017 are summarized as follows:
Leasehold improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Furniture, fixtures and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Construction in progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less accumulated depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total property and equipment, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
December 30,
2018
196,027
94,899
10,318
1,872
303,116
(92,156)
210,960
December 31,
2017
174,767
85,043
13,684
—
273,494
(76,239)
197,255
$
$
Depreciation expense was $19.7 million, $17.4 million and $15.0 million for the years ended December 30, 2018, December 31,
2017, and December 25, 2016, respectively.
6. Other Assets and Intangible Assets
The major classes of other assets and intangibles assets along with related accumulated amortization at December 30, 2018 and
December 31, 2017 are summarized as follows:
2018
2017
Average
Life at
December
30, 2018
Gross
Amount
Accumulated
Amortization
Net
Amount
Gross
Amount
Accumulated
Amortization
Net
Amount
Finite-lived assets:
Loan origination costs . . . . . . . . . . . . . . .
1.8 $
294
$
Lease acquisition costs . . . . . . . . . . . . . .
15.6
Total finite-lived assets . . . . . . . . . . . .
Indefinite-lived assets:
Liquor license . . . . . . . . . . . . . . . . . . . . .
Total indefinite-lived assets . . . . . . . .
Other noncurrent assets . . . . . . . . . . . . . . . . .
2,828
3,122
152
152
90
(234) $
(705)
(939)
60
$
294
$
2,123
2,183
2,561
2,855
(202) $
(571)
(773)
92
1,990
2,082
—
—
—
152
152
90
75
75
—
—
—
—
75
75
—
Total other assets and intangible assets . . .
$ 3,364
$
(939) $ 2,425
$ 2,930
$
(773) $ 2,157
Amortization expense was $0.1 million for both years ended December 30, 2018 and December 25, 2016; and $0.2 million for
the year ended December 31, 2017.
The following table represents the total estimated amortization of finite-lived intangible assets for the five succeeding fiscal years
and thereafter:
For the Fiscal Years Ending:
2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
172
165
138
130
128
1,450
2,183
F - 12
CHUY’S HOLDINGS, INC.
Notes to Consolidated Financial Statements (Continued)
(Tabular dollar amounts in thousands, except share and per share data)
7. Long-Term Debt
Revolving Credit Facility
On November 30, 2012, the Company entered into a $25.0 million Revolving Credit Facility with Wells Fargo Bank, National
Association. On October 30, 2015, we entered into an amendment to our Revolving Credit Facility to, among other things, (1)
extend the maturity date of the Revolving Credit Facility to October 30, 2020 from November 30, 2017 and (2) revise the applicable
margins and leverage ratios that determine the commitment fees and interest rates payable by the Company under the Revolving
Credit Facility. As of December 30, 2018 and December 31, 2017 the Company had no outstanding indebtedness under the
Company's amended Revolving Credit Facility.
Under the Company's Revolving Credit Facility, the Company may request to increase the size of the Company's Revolving Credit
Facility by up to $25.0 million, in minimum principal amounts of $5.0 million or the remaining amount of the $25.0 million if
less than $5.0 million (the "Incremental Revolving Loan"), which Incremental Revolving Loan will be effective after 10 days
written notice to the agent. In the event that any of the lenders fund the Incremental Revolving Loan, the terms and provisions of
the Incremental Revolving Loan will be the same as under the Company's Revolving Credit Facility.
Borrowings under the Revolving Credit Facility generally bear interest at a variable rate based upon the Company's election, of
(i) the base rate (which is the highest of prime rate, federal funds rate plus 0.5% or one month LIBOR plus 1%), or (ii) LIBOR,
plus, in either case, an applicable margin based on the Company's consolidated total lease adjusted leverage ratio (as defined in
the Revolving Credit Facility agreement). Our Revolving Credit Facility also requires payment for commitment fees that accrue
on the daily unused commitment of the lender at the applicable margin, which varies based on our consolidated total lease adjusted
leverage ratio.
The revolving line of credit also requires compliance with a fixed charge coverage ratio, a lease adjusted leverage ratio and certain
non-financial covenants. The Revolving Credit Facility also places certain restrictions on the payment of dividends and distributions.
Under the Revolving Credit Facility, the Company may declare and make dividend payments so long as (i) no default or event of
default has occurred and is continuing or would result therefrom and (ii) immediately after giving effect to any such dividend
payment, on a pro forma basis, the lease adjusted leverage ratio does not exceed 3.50 to 1.00.
The obligations under the Company’s Revolving Credit Facility are secured by a first priority lien on substantially all of the
Company’s assets.
8. Accrued Liabilities
The major classes of accrued liabilities at December 30, 2018 and December 31, 2017 are summarized as follows:
December 30,
2018
December 31,
2017
Accrued compensation and related benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Other accruals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sales and use tax. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred gift card revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property tax. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued closure costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6,807
$
3,539
2,848
2,176
1,786
65
5,964
4,037
3,131
2,098
1,194
64
Total accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
17,221
$
16,488
9. Share Repurchase Program
On October 26, 2017, the Company's board of directors approved a share repurchase program under which it authorized the
Company, at its discretion, to repurchase up to $30.0 million of its common stock through December 31, 2019. Repurchases of
the Company's outstanding common stock will be made in accordance with applicable laws and may be made at management's
discretion from time to time in the open market, through privately negotiated transactions or otherwise, including pursuant to Rule
10b5-1 trading plans. There is no guarantee as to the exact number of shares to be repurchased by the Company. The timing and
extent of repurchases will depend upon several factors, including market and business conditions, regulatory requirements and
other corporate considerations, and repurchases may be discontinued at any time.
During the fiscal year 2018, the Company repurchased approximately 160,000 shares of common stock for a total cost of $3.6
million. As of December 30, 2018, we had $26.4 million remaining to be repurchased under this plan.
F - 13
CHUY’S HOLDINGS, INC.
Notes to Consolidated Financial Statements (Continued)
(Tabular dollar amounts in thousands, except share and per share data)
10. Leases
The Company leases land and buildings for its corporate office and all of its restaurants under various long-term operating lease
agreements. The initial lease terms range from 10 years to 15 years and currently expire between 2021 and 2039. The leases
typically include renewal options for 10 to 15 years, which are exercisable at the Company's option. Some of the leases provide
for base rent, plus additional rent based on gross sales, as defined in each lease agreement. The Company is also generally obligated
to pay certain real estate taxes, insurance and common area maintenance (“CAM”) charges, and various other expenses related to
properties.
Rent expense is paid to various landlords including several companies owned and controlled by the Company’s founders and one
of its former executive officers.
Future minimum lease payments under noncancelable operating leases include renewal option periods for certain leases when such
option periods are included for purposes of calculating straight -line rents.
At December 30, 2018, future minimum rentals for each of the next five years and in total are as follows:
Unrelated Parties
Related Party
Total
Fiscal year ending:
2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total minimum lease payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
23,638
25,184
25,620
25,463
25,832
294,112
419,849
$
$
2,279
2,286
2,292
1,439
1,446
1,205
10,947
$
$
25,917
27,470
27,912
26,902
27,278
295,317
430,796
The above future minimum rental amounts exclude the amortization of deferred lease incentives, renewal options that are not
reasonably assured of renewal, and contingent rent. The Company generally has escalating rents over the term of the leases and
records rent expense on a straight-line basis.
Rent expense, excluding real estate taxes, CAM charges, insurance, deferred lease incentives and other expenses related to operating
leases for the years ended December 30, 2018, December 31, 2017 and December 25, 2016 consists of the following:
2018
2017
2016
Minimum rent—unrelated parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Contingent rent—unrelated parties . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total rent—unrelated parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Minimum rent—related parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Contingent rent—related parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total rent—related parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total minimum and contingent rent . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
21,530
317
21,847
2,276
557
2,833
24,680
$
$
18,304
397
18,701
2,215
621
2,836
21,537
$
$
15,419
312
15,731
1,988
663
2,651
18,382
11. Employee Benefit Plans
The Chuy’s Opco, Inc. 401(k) plan, (the “401(k) Plan”), is a defined contribution plan covering all eligible employees. The 401(k)
Plan provides for employee salary deferral contributions up to the maximum amount allowable by the Internal Revenue Service,
as well as Company discretionary matching contributions. Company contributions relating to the 401(k) Plan were approximately
$277,000, $292,000 and $229,000 for the years ended December 30, 2018, December 31, 2017 and December 25, 2016,
respectively.
Effective July 2018, the Company provides a certain group of eligible employees the ability to participate in the Company's
nonqualified deferred compensation plan. This plan allows participants to defer up to 80% of their salary and up to 100% of their
bonus, on pre-tax basis. The plan also provides for the Company discretionary matching contributions, which were negligible
during the year ended December 30, 2018.
F - 14
CHUY’S HOLDINGS, INC.
Notes to Consolidated Financial Statements (Continued)
(Tabular dollar amounts in thousands, except share and per share data)
12. Stock-Based Compensation
The Company has outstanding awards under the 2006 Stock Option Plan (the “2006 Plan”). The outstanding options under the
2006 Plan are fully vested as of December 30, 2018. In connection with the Company's initial public offering (the "IPO"), the
Company terminated the 2006 Plan, and no further awards will be granted under the 2006 Plan. The termination of the 2006 Plan
did not affect awards outstanding under the 2006 Plan at the time of its termination and the terms of the 2006 Plan continue to
govern those outstanding awards.
In connection with the IPO, the Company adopted the Chuy's Holdings, Inc. 2012 Omnibus Equity Incentive Plan (the “2012
Plan”) pursuant to which the Company’s board of directors can grant stock options, restricted stock, restricted stock units and other
equity-based awards to directors, officers, and key employees of the Company. The 2012 Plan provides for granting of options to
purchase shares of common stock at an exercise price not less than the fair value of the stock on the date of grant. The outstanding
options under the 2012 Plan vest 20% on each of the first five anniversaries of the date of grant and have a maximum term of ten
years. The outstanding restricted stock units vest ratably on each of the first four or five anniversaries of the date of grant. As of
December 30, 2018, a total of 502,138 shares of common stock are reserved and remain available for issuance under the 2012
Plan.
Stock-based compensation cost recognized in the consolidated statements of income was $3.1 million, $2.9 million and $2.2 million
for the years ended December 30, 2018, December 31, 2017 and December 25, 2016, respectively. Stock-based compensation
recognized as capitalized development was approximately $201,000, $218,000 and $160,000 for the years ended December 30,
2018, December 31, 2017 and December 25, 2016, respectively. Capitalized stock-based compensation is included in Property
and equipment, net on the consolidated balance sheets.
Stock Options
A summary of stock-based compensation activity and changes related to stock options for the year ended December 30, 2018 are
as follows:
Outstanding at December 31, 2017 . . . . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Outstanding at December 30, 2018 . . . . . . . . . . . . . . . . . . . . .
Exercisable as of December 30, 2018 . . . . . . . . . . . . . . . .
Shares
274,110
—
(25,745)
(1,534)
246,831
245,782
$
$
$
Weighted
Average
Exercise
Price
Weighted
Average
Remaining
Contractual
Term
(Years)
Aggregate
Intrinsic
Value
19.54
—
17.64
31.24
19.67
19.62
3.20
3.19
$
$
824
824
The aggregate intrinsic value in the table above is obtained by subtracting the weighted average exercise price from the estimated
fair value of the underlying common stock as of December 30, 2018 and multiplying this result by the related number of options
outstanding and exercisable at December 30, 2018. The estimated fair value of the common stock as of December 30, 2018 used
in the above calculation was $17.96 per share, the closing price of the Company’s common stock on December 28, 2018, the last
trading day of the fiscal year. The total intrinsic value of options exercised was $0.3 million and $0.6 million for the years ended
December 30, 2018 and December 31, 2017, respectively. During the years ended December 30, 2018, December 31, 2017 and
December 25, 2016 the total fair value of options vested was $0.3 million, $0.3 million, and $0.5 million, respectively.
There was a negligible amount of total unrecognized compensation costs related to options granted under the 2006 Plan and the
2012 Plan as of December 30, 2018.
F - 15
CHUY’S HOLDINGS, INC.
Notes to Consolidated Financial Statements (Continued)
(Tabular dollar amounts in thousands, except share and per share data)
Restricted Stock Units
A summary of stock-based compensation activity and changes related to restricted stock units for the year ended December 30,
2018 are as follows:
Outstanding at December 31, 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Outstanding at December 30, 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Weighted
Average
Fair Value
29.64
25.70
30.81
28.41
27.01
Shares
258,486
222,755
(95,581)
(17,258)
368,402
$
$
Weighted
Average
Remaining
Contractual
Term
(Years)
2.75
The fair value of the restricted stock units is the quoted market value of our common stock on the date of grant. As of December 30,
2018, total unrecognized stock-based compensation expense related to non-vested restricted stock units was approximately $7.3
million, which is expected to be recognized through the year 2023.
13. Impairment and Closure Costs
We recorded a non-cash loss on asset impairment of $12.3 million relating to six of our restaurants during the fiscal year ended
December 30, 2018. We have also recorded closure costs of $1.5 million associated with one restaurant during the fiscal year
ended December 25, 2016.
14. Gain on insurance settlements
During the third quarter of 2017, parts of Texas and Southeast were struck by Hurricanes Harvey and Irma. As a result of the
hurricanes, the Company incurred operating losses as well as property damage. The property damage was mainly related to a
restaurant in the Houston region which was closed through the middle of the fourth quarter of 2017 and required a complete
reconstruction. Additionally, we incurred property damage from a fire that took place at one restaurant during the second quarter
of 2017.
The Company recovered $2.3 million in insurance settlements, of which $1.0 million was received during the fourth quarter of
2017 and $1.3 million accrued in our accounts receivables at December 31, 2017. Approximately $0.5 million of insurance
settlements was recognized as a reduction to certain direct expenses which were incurred as a result of the storms. The remainder
was allocated to a replacement of damaged property and equipment resulting in a gain of $1.4 million recorded in the fourth quarter
of 2017.
The Company's operating losses and property damages as well as related insurance settlements during the year ended December
31, 2017 were as follows:
December 31,
2017
Insurance settlements. . . . . . . . . . . . . . . . . . . . . . . $
Costs and expenses . . . . . . . . . . . . . . . . . . . . . . .
Assets disposed, net . . . . . . . . . . . . . . . . . . . . . .
Gain on insurance settlements . . . . . . . . . . . . . . . . $
(2,262)
460
440
(1,362)
F - 16
CHUY’S HOLDINGS, INC.
Notes to Consolidated Financial Statements (Continued)
(Tabular dollar amounts in thousands, except share and per share data)
15. Income Taxes
The provision for federal and state income taxes for the years ended December 30, 2018, December 31, 2017 and December 25,
2016 consisted of the following:
Current:
Federal. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
State. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total current income tax expense. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred:
Federal. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total deferred income tax (benefit) expense . . . . . . . . . . . . . . . . . . . . .
Total income tax (benefit) expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2018
2017
2016
$
435
1,048
1,483
(3,643)
(194)
(3,837)
(2,354) $
$
972
859
1,831
(7,761)
430
(7,331)
(5,500) $
2,933
613
3,546
2,827
661
3,488
7,034
In December 2017, the U.S. government enacted the Tax Cuts and Jobs Act ("Tax Act"). The Tax Act impacts the Company in
many ways, most notably by a reduction in the federal statutory tax rate from 35% to 21% effective January 1, 2018. As a result
of this change, we were required to revalue our deferred tax balances at the 21% rate, resulting in a non-recurring deferred tax
balance adjustment with a corresponding decrease to the provision for income taxes of $11.7 million in the fourth quarter of 2017.
The company recognized the income tax effects of the Tax Act in accordance with Staff Accounting Bulletin No. 118 ("SAB 118"),
which provides guidance relating to the application of ASC Topic 740, Income Taxes, in the reporting period in which the Tax Act
was signed into law. As of December 30, 2018 we have completed our accounting for the tax effects of the Tax Act with no
significant changes to our income tax provision.
Temporary differences between tax and financial reporting basis of assets and liabilities which give rise to the deferred income
tax assets (liabilities) and their related tax effects as of December 30, 2018 and December 31, 2017 are as follows:
Deferred tax assets:
Accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
General business tax credits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock-based compensation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax liability:
Intangibles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax liabilities, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2018
2017
$
13,610
16,048
1,005
213
30,876
(7,996)
(1,358)
(24,123)
(33,477)
(2,601) $
12,819
13,653
1,024
238
27,734
(7,394)
(1,339)
(25,439)
(34,172)
(6,438)
Deferred tax balances were measured using a 21% federal statutory rate. As of December 30, 2018, the Company has general
business tax credits of $16.0 million expiring in 2035.
Deferred tax assets are reduced by a valuation allowance if, based on the weight of the available evidence, it is more likely than
not that some or all of the deferred taxes will not be realized. Both positive and negative evidence is considered in forming
management’s judgment as to whether a valuation allowance is appropriate, and more weight is given to evidence that can be
objectively verified. The tax benefits relating to any reversal of the valuation allowance on the deferred tax assets would be
recognized as a reduction of future income tax expense. The Company believes that it will realize all of the deferred tax assets.
Therefore, no valuation allowance has been recorded.
F - 17
CHUY’S HOLDINGS, INC.
Notes to Consolidated Financial Statements (Continued)
(Tabular dollar amounts in thousands, except share and per share data)
The following is a reconciliation of the expected federal income taxes at the statutory rates of 21% for the fiscal year ended
December 30, 2018 and 35% for the fiscal years ended December 31, 2017 and December 25, 2016 to the actual provision for
income taxes:
2018
2017
2016
Expected income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . $
State tax expense, net of federal benefit . . . . . . . . . . . . . . . . . .
FICA tip credit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax balance adjustment . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax (benefit) expense. . . . . . . . . . . . . . . . . . . . . . . . . . . $
$
669
675
(3,411)
173
(460)
(2,354) $
$
8,210
838
(2,250)
(11,696)
(602)
(5,500) $
8,497
829
(1,936)
—
(356)
7,034
Federal tax standards require that a position taken or expected to be taken in a tax return be recognized in the financial statements
when it is more likely than not (i.e. a likelihood of more than 50%) that the position would be sustained upon examination by tax
authorities. A recognized tax position is measured at the largest amount of benefit that is greater than 50% likely of being realized
upon settlement. The standards also require that changes in judgment that result in subsequent recognition, derecognition or change
in a measurement of a tax position taken in a prior annual period (including any related interest and penalties) be recognized as a
discrete item in the interim period in which the change occurs. As of December 30, 2018 and December 31, 2017 the Company
recognized no liability for uncertain tax positions.
It is the Company’s policy to include any penalties and interest related to income taxes in its income tax provision. However, the
Company currently has no penalties or interest related to income taxes.
16. Commitments and Contingencies
The Company is involved in various claims and legal actions arising in the normal course of business. In the opinion of management,
the ultimate disposition of these matters will not have a material effect on the Company’s consolidated financial position, results
of operations or cash flows.
17. Related Party Transactions
The Company leases its corporate office and six restaurant locations from entities owned by its founders and one of its former
executive officers. See Note 9 Leases.
In addition, the Company entered into a management agreement in November 2006 with Three Star Management, Ltd. (an entity
owned by its founders) to provide management services, such as administrative, accounting and human resources support, to Three
Star Management’s restaurants. In connection with this agreement, the Company received management fees of $40,000 for fiscal
years 2018, 2017 and 2016.
F - 18
CHUY’S HOLDINGS, INC.
Notes to Consolidated Financial Statements (Continued)
(Tabular dollar amounts in thousands, except share and per share data)
18. Quarterly Financial Data (Unaudited)
The following tables set forth certain unaudited consolidated financial information for each of the four quarters in fiscal years
2018 and 2017:
April 1
July 1
September 30
December 30
2018
93,850
$
106,340
$
Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Income from operations (1) . . . . . . . . . . . . . . . . . . .
Net income(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Basic net income per share . . . . . . . . . . . . . . . . . . $
Diluted net income per share. . . . . . . . . . . . . . . . . $
Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Income from operations (2). . . . . . . . . . . . . . . . . . .
Net income(2)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . .
Basic net income per share . . . . . . . . . . . . . . . . . . $
Diluted net income per share. . . . . . . . . . . . . . . . . $
3,675
3,183
0.19
0.19
March 26
86,904
6,461
4,550
0.27
0.27
$
$
$
$
$
$
101,175
(9,040)
(7,510)
(0.44) $
(0.44) $
96,835
1,443
3,410
0.20
0.20
7,190
6,456
0.38
0.38
$
$
2017
June 25
September 24
December 31
94,742
7,538
5,329
0.32
0.31
$
$
$
92,193
4,187
3,195
0.19
0.19
$
$
$
96,020
5,515
15,882
0.94
0.93
(1) Contains a non-cash loss on asset impairment that decreased income from operations by $12.3 million and net income by
$11.0 million in the third quarter of 2018 and increased net income in the fourth quarter of 2018 by $1.6 million due to the
tax effect of the impairment previously recorded.
(2) Contains a gain from the insurance settlements that increased income from operations by $1.4 million and net income by
$1.0 million in the fourth quarter of 2017.
(3) Contains a deferred tax balance adjustment that increased net income by $11.7 million in the fourth quarter of 2017.
19. Subsequent Events
Subsequent to December 30, 2018, the Company closed two restaurants bringing the total restaurant count to 98 across 19 states.
F - 19
Non-GAAP Measures
We prepare our financial statements in accordance with GAAP. Within our press release, we make reference to non-
GAAP restaurant level operating profit, restaurant-level operating margin and adjusted net income. Restaurant-level
operating profit represents income (loss) from operations plus the sum of general and administrative expenses,
restaurant pre-opening costs, loss on asset impairment, gain on insurance settlements and depreciation and
amortization. Restaurant-level operating profit is presented because: (i) we believe it is a useful measure for
investors to assess the operating performance of our restaurants without the effect of non-cash depreciation and
(cid:68)(cid:80)(cid:82)(cid:85)(cid:87)(cid:76)(cid:93)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3)(cid:72)(cid:91)(cid:83)(cid:72)(cid:81)(cid:86)(cid:72)(cid:86)(cid:30)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:11)(cid:76)(cid:76)(cid:12)(cid:3)(cid:90)(cid:72)(cid:3)(cid:88)(cid:86)(cid:72)(cid:3)(cid:85)(cid:72)(cid:86)(cid:87)(cid:68)(cid:88)(cid:85)(cid:68)(cid:81)(cid:87)-level operating profit internally as a benchmark to evaluate our
restaurant operating performance and to compare our performance to that of our competitors. Additionally, we
present restaurant-level operating profit because it excludes the impact of general and administrative expenses,
which are not incurred at the restaurant level, restaurant pre-opening costs as well as gain on insurance settlements
and loss on asset impairment. Although we incur pre-opening costs on an ongoing basis as we continue to open new
restaurants, the pre-opening costs, gain on insurance settlements and loss on asset impairment are not components of
a restaurant's ongoing operating expenses. The use of restaurant-level operating profit thereby enables us and our
investors to compare operating performance between periods and to compare our operating performance to the
performance of our competitors. The measure is also widely used within the restaurant industry to evaluate
restaurant-level productivity, efficiency and performance. The use of restaurant-level operating profit as a
performance measure permits a comparative assessment of our operating performance relative to our performance
based on our GAAP results, while isolating the effects of some items that vary from period to period without any
correlation to core operating performance or that vary widely among similar companies. We present restaurant-level
operating margin for the same reasons we present restaurant-level operating profit.
Adjusted net income represents net income before loss on asset impairment, gain on insurance settlements, income
tax effect on adjustments and deferred tax liability adjustment. We believe the use of adjusted net income provides
additional information to enable us and our investors to facilitate year-over-year performance comparison and a
comparison to the performance of our peers.
Restaurant-level operating profit, restaurant-level operating margin and adjusted net income exclude various
expenses as discussed above that may materially impact our consolidated results of operations. As a result, these
measures are not indicative of the Company’s consolidated results of operations. We present these measures
exclusively as supplements to, and not substitutes for, net income or income from operations computed in
accordance with GAAP. As supplemental disclosures, restaurant-level operating profit and adjusted net income
should not be considered as alternatives to net income or income from operations as an indicator of our performance
or as alternatives to any other measure determined in accordance with GAAP.
Reconciliation of GAAP net income and net income per share to adjusted results
(Unaudited, in thousands except share and per share data)
Quarter Ended
Year Ended
Net income as reported
Impairment and closure costs
Gain on insurance settlements
Income tax effect on adjustments
Deferred tax liability adjustment
Adjusted net income
Adjusted net income per common share: basic
Adjusted net income per common share: diluted
December 30,
2018
$
$
$
$
3,410
—
—
(1,564) (1)
— (3)
1,846
0.11
0.11
$
$
$
$
December 31,
2017
15,882
—
(1,362)
$
360 (2)
(11,696) (3) $
3,184
$
December 30,
2018
December 31,
2017
5,539
12,336
—
(2,897) (1)
— (3)
14,978
$
$
$
$
28,956
—
(1,362)
360 (2)
(11,696) (3)
16,258
0.96
0.96
0.19
0.19
$
$
0.88
0.88
Weighted-average shares outstanding: basic
Weighted-average shares outstanding: diluted
16,904,025
16,995,523
16,917,949
17,020,563
16,931,589
17,062,347
16,894,986
17,003,233
(1) Reflects the tax expense associated with the adjustment for the loss on asset impairment. The tax expense was calculated
based on the change in the tax provision calculations after adjusting for the reconciling item.
(2) Reflects the income tax effect associated with the adjustment on gain on insurance settlements based on the Company’s
effective tax rate prior to the impact of the Tax Act.
(3) Reflects the revaluation of our net deferred tax liability using the new lower tax rate pursuant to the Tax Act.
Reconciliation of GAAP income from operations to restaurant-level operating profit
(Unaudited, in thousands)
Quarter Ended
Year Ended
Income from operations as reported
General and administrative
Restaurant pre-opening expenses
Impairment and closure costs
Gain on insurance settlements
Depreciation and amortization
Restaurant-level operating profit
December 30,
2018
December 31,
2017
December 30,
2018
$
$
1,443
5,208
657
—
—
5,100
12,408
$
$
5,515
4,271
2,165
—
(1,362)
4,610
15,199
$
$
3,268
20,725
4,382
12,336
—
19,804
60,515
December 31,
2017
23,521
18,661
6,233
—
(1,362 )
17,560
64,613
$
$
Restaurant-level operating margin (1)
12.8%
15.8%
15.2%
17.5 %
(1) Restaurant-level operating margin is calculated by dividing restaurant-level operating profit by revenue.
For further information on these adjustments see the Company’s Form 8-K filed with the Securities Exchange
Commission on March 7, 2019.
DirectorsSteven J. HislopChairman of the BoardSaed Mohseni #+!Lead Independent DirectorCompensation Committee ChairmanStarlette Johnson #!Nominating & Corporate GovernanceCommittee ChairmanIra Zecher#+ Audit Committee Chairman Randall DeWitt +Jon W. Howie# Audit Committee Member+ Compensation Committee Member! Nominating & Corporate Governance Committee MemberOfficersSteven J. HislopChairman, President and Chief Executive OfficerJon W. HowieVice President and Chief Financial OfficerJohn MountfordChief Operating OfficerMichael HatcherVice President of Real Estate and DevelopmentTim LarsonGeneral Counsel and Secretary COMPANY INFORMATIONAnnual MeetingThe Annual Meeting will be held at 9:00 am Central TimeThursday, August 1, 2019 at the Chuy’s Home Officelocated at: 1623 Toomey Rd., Austin, TX 78704Independent Registered Public Accounting FirmRSM US LLPRegister and Stock Transfer AgentAmerican Stock Transfer & Trust Company, LLCInvestor RelationsFitzhugh Taylor(203) 682-8261investors@chuys.comCompany HeadquartersChuy’s Holdings, Inc.1623 Toomey Road, Austin, TX 78704(512) 473-2783, www.chuys.comfacebook.com/Chuys.Restaurants@ChuysRestaurantsTickerCHUYStock Exchange ListingNASDAQ Global Select Marketdemonstrated revenue & unit growth39172.648204.459245.1201220132014201569287.180330.6201691369.6398.210020172018Total RestaurantsRevenue ($Millions)Directors and OfficersChuy’s holdings, inc (DE)17.2% CAGR 18.1% CAGR Our Growth StrategyDominate the market in the number of units and sales volume with efficiencies of that growth to maximize margins.1623 Toomey RoadAustin, TX 78704(512) 473-2783chuys.comfacebook.com/Chuys.Restaurants@ChuysRestaurantCHUY’S LOCATIONS201820172016Pre-2016