Item 8.01. Other Events.
Throughout this Form 8-K, we refer to Carrols Restaurant Group, Inc. as "Carrols
Restaurant Group" and, together with its consolidated subsidiaries, as "we,"
"our" and "us" unless otherwise indicated or the context otherwise requires. Any
reference to "Carrols" refers to our wholly-owned subsidiary, Carrols
Corporation, a Delaware corporation, and its consolidated subsidiaries, unless
otherwise indicated or the context otherwise requires. Any reference to "Carrols
LLC" refers to the wholly-owned subsidiary of Carrols, Carrols LLC, a Delaware
limited liability company, unless otherwise indicated or the context otherwise
requires. Any reference to "Fiesta Restaurant Group" or "Fiesta" refers to our
former indirect wholly-owned subsidiary, Fiesta Restaurant Group, Inc., a
Delaware corporation, unless otherwise indicated or the context otherwise
requires.
On May 7, 2012, we completed the spin-off of Fiesta Restaurant Group, Inc.,
which included the Pollo Tropical and Taco Cabana restaurant businesses, through
the distribution in the form of a pro rata dividend of all of Fiesta's issued
and outstanding common stock to our stockholders whereby each stockholder of
record of Carrols Restaurant Group on April 26, 2012 received one share of
Fiesta's common stock for every one share of our common stock held, which we
refer to as the "spin-off". As a result of the spin-off, Fiesta is now an
independent company whose common stock is traded on The NASDAQ Global Select
Market under the symbol "FRGI." We continue to own and operate Burger KingŪ
restaurants as a franchisee.
As a result of the spin-off, (i) historical financial information related to
Fiesta was reclassified and presented as discontinued operations in our
Quarterly Report on Form 10-Q for the quarter ended July 1, 2012 for all periods
presented therein; (ii) in this Current Report on Form 8-K, which, including the
exhibits hereto, we refer to as this "Form 8-K", all results of operations and
cash flows related to Fiesta has been reclassified and presented as discontinued
operations for all periods presented; and (iii) as required pursuant to the
adoption of ASU 2011-05 our historical financial statements and the related
financial information of Carrols Restaurant Group in this Form 8-K have been
recast to present the total of comprehensive income, the components of net
income and the components of other comprehensive income in a single continuous
statement of comprehensive income. Our reclassified consolidated financial
statements and supplementary data are attached to this Form 8-K in Exhibit 99.1
and are incorporated by reference herein.
On May 30, 2012, we consummated the acquisition from Burger King Corporation of
278 Burger King restaurants, which we refer to as the "acquired restaurants".
Total cash consideration of approximately $16.2 million included $3.8 million to
be paid over five years. Non-cash consideration to Burger King Corporation
included a 28.9% equity ownership interest in Carrols Restaurant Group.
We have also included a revised "Selected Financial Data" section and a revised
"Management's Discussion and Analysis and Results of Operations" ("MD & A")
section to correspond to the financial information included in this Form 8-K. No
attempt has been made in this Form 8-K to modify or update other disclosures,
other than the omission of the "Recent and Future Events Affecting our Results
of Operations" section included in the revised MD&A, to reflect events or
occurrences after the date of the filing of our Annual Report on Form 10-K for
the fiscal year ended January 1, 2012, as amended. Therefore, this Form 8-K
should be read in conjunction with our Annual Report on Form 10-K for the fiscal
year ended January 1, 2012, as amended, and our subsequent filings made with the
Securities and Exchange Commission. The revised "Selected Financial Data"
section and revised MD&A section are attached to this Form 8-K in Exhibit 99.1
and are incorporated by reference herein.
This Form 8-K also includes a revised description of our business that gives
effect to the spin-off and, unless the context otherwise requires, to the
acquisition of the acquired restaurants. The revised business section is
attached to this Form 8-K in Exhibit 99.1 and is incorporated by reference
herein.
Throughout this Form 8-K, any reference to BKC refers to Burger King Worldwide,
Inc. and its wholly-owned subsidiaries, including Burger King Corporation.
In this Form 8-K, we refer to information, forecasts and statistics regarding
the restaurant industry. Unless otherwise indicated, all restaurant industry
data in this Form 8-K refers to the U.S. restaurant industry and is taken from
or based upon the Technomic, Inc. ("Technomic") report entitled "2012 Technomic
Top 500 Chain Restaurant Report." In this Form 8-K we also refer to information,
forecasts and statistics from the U.S. Census Bureau and the U.S. Department of
Agriculture, and information regarding BKC. Unless otherwise indicated or
otherwise relating to information concerning the Burger King restaurants we
acquired from BKC, information regarding BKC in this Form 8-K has been made
publicly available by BKC. The information, forecasts and statistics we have
used from Technomic may reflect rounding adjustments.