Business Context and Reporting Period
This Form 8-K was filed by Noodles & Company on June 16, 2020, reporting events occurring on June 16 and June 17, 2020. The filing serves to disclose the company's recent financial results for the fiscal quarter ended March 31, 2020, and a significant change in its Board of Directors.
Key Financial Metrics
The filing references the Form 10-Q for the fiscal quarter ended March 31, 2020, and a press release issued on June 17, 2020, which contain comparable sales results and a business update. However, this specific 8-K text does not provide explicit numerical values for revenue, profit, cash flow, margins, debt, or liquidity. Investors must refer to the referenced Form 10-Q and Exhibit 99.1 for specific financial data.
Material Changes
- Board Resignation: Mr. Andrew Taub resigned as a Class II director of the Board of Directors, effective immediately on June 16, 2020.
- Shareholder Representation: Mr. Taub was designated by L Catterton, which owned approximately 18.5% of the company's common stock as of February 7, 2020. Following this resignation, L Catterton no longer has a designee on the Board, though it retains the right to designate one nominee under the stockholders agreement.
- Reason for Departure: The resignation was not the result of any disagreement with the Company's operations, policies, or procedures.
Guidance, Outlook, and Risks
The filing notes the issuance of a press release on June 17, 2020, containing a business update and comparable sales results for the fiscal second quarter to date. Specific guidance, outlook figures, or detailed risk factors are not contained within the text of this 8-K but are located in the referenced press release (Exhibit 99.1) and the Form 10-Q.
Investor Verification Checklist
- Review the Form 10-Q for the quarter ended March 31, 2020, for detailed financial performance metrics.
- Read Exhibit 99.1 (Press Release dated June 17, 2020) for specific comparable sales results and management commentary.
- Confirm the status of L Catterton's board representation rights under the amended and restated stockholders agreement dated July 2, 2013.
- Verify if a new director nominee has been designated by L Catterton to fill the vacancy left by Mr. Taub.