Quarterly report pursuant to Section 13 or 15(d)


6 Months Ended
Jun. 24, 2012

The Company opened two new restaurants subsequent to June 24, 2012 for a total of 37 restaurants as of August 30, 2012.

On July 27, 2012, the Company completed the IPO of its common stock. The Company issued 6,708,332 shares, including 874,999 shares sold to the underwriters pursuant to their overallotment option. The Company received net proceeds from the offering of approximately $79.4 million (after estimated offering expenses). The net proceeds were used to repay approximately $79.4 million of the Company’s loans outstanding under the Company’s credit facility. The total outstanding debt under the credit facility after the repayment was $5.0 million.


In connection with the IPO, on July 11, 2012, the Company amended its certificate of incorporation to effect a 2.7585470602469:1 reverse stock split of its common stock, series A preferred stock, series B preferred stock and series X preferred stock. Concurrent with the reverse stock split, the Company adjusted the number of shares subject to and the exercise price of its outstanding stock option awards under the 2006 Plan such that the holders of the options are in the same economic position both before and after the reverse stock split. As a result of the reverse stock split, all previously reported share amounts, including options in these unaudited condensed consolidated financial statements and accompanying notes, have been retrospectively restated to reflect the reverse stock split.

Immediately prior to the IPO, the Company amended and restated its certificate of incorporation to reflect the conversion of each outstanding share of our series A preferred stock, series B preferred stock and series X preferred stock into our common stock on a 1:1 basis. The total liquidation preference on all preferred stock at the time of conversion was $16.2 million. After such conversion and before the shares were sold in the IPO, the Company had 9,210,095 common shares outstanding. As part of the IPO, the Company increased its authorized shares from 11,818,345 shares of common stock, $0.01 par value per share, up to 60,000,000 common shares, $0.01 par value per share and its preferred stock authorized shares from 9,017,217 shares, $0.01 par value per share, to 15,000,000 shares of preferred stock, $0.01 par value per share.

Following the issuance of the shares sold in the IPO, the Company had a total of 15,918,427 common shares issued and outstanding and no preferred shares issued and outstanding as of July 27, 2012.