Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________

FORM 8-K

____________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) January 8, 2024

____________________________

Carrols Restaurant Group, Inc.

(Exact name of registrant as specified in its charter)

____________________________


Delaware		001-33174	83-3804854
(State or other jurisdiction of incorporation or organization)		(Commission File Number)	(I.R.S. Employer Identification No.)

968 James Street
Syracuse,	New York		13203
(Address of principal executive office)			(Zip Code)

Registrant’s telephone number, including area code:		(315)	424-0513

N/A
(Former name or former address, if changed since last report.)

____________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $.01 per share

TAST

The NASDAQ Global Market

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On January 8, 2024, Carrols Restaurant Group, Inc. issued a press release, the entire text of which is attached as Exhibit 99.1 and is incorporated by reference herein.

ITEM 7.01. REGULATION FD DISCLOSURE.

The information required to be disclosed under this Item 7.01 is included in Item 2.02 above and incorporated by reference herein.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits


99.1			Carrols Restaurant Group, Inc. Press Release, dated January 8, 2024
104			Cover Page Interactive Data File (formatted as Inline XBRL)

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 8, 2024

CARROLS RESTAURANT GROUP, INC.


By:			/s/ Anthony E. Hull
Name:			Anthony E. Hull
Title:			Vice President, Chief Financial Officer and Treasurer

Exhibit 99.1

FOR IMMEDIATE RELEASE

Investor Relations:

Jeff Priester

332-242-4370

investorrelations@carrols.com

Carrols Restaurant Group, Inc. Reports Preliminary Sales Results

for the Fourth Quarter and Full Year 2023

Company To Host Meetings at 26th Annual ICR Conference

SYRACUSE, NY – (GLOBE NEWSWIRE) – January 8, 2024 – Carrols Restaurant Group, Inc. (“Carrols” or the “Company”) (Nasdaq: TAST), the largest BURGER KING® franchisee in the United States, today reported its preliminary sales results for the fourth quarter and full year 2023.

Preliminary sales results for the Fourth Quarter of 2023 versus the Fourth Quarter of 2022 include:

•Total restaurant sales increased 5.7% to $470.4 million compared to $445.1 million in the fourth quarter of 2022;

•Comparable restaurant sales for the Company’s Burger King® restaurants increased 7.2%; and

•Comparable restaurant sales for the Company’s Popeyes® restaurants increased 7.6%.

Preliminary sales results for the Full Year 2023 versus the Full Year 2022 include:

•Total restaurant sales increased 8.4% to $1.88 billion compared to $1.73 billion in the full year of 2022;

•Comparable restaurant sales for the Company’s Burger King® restaurants increased 9.3%; and

•Comparable restaurant sales for the Company’s Popeyes® restaurants increased 10.1%.

Management Commentary

Deborah M. Derby, President and Chief Executive Officer of Carrols, commented “Our strong Burger King comparable restaurant sales growth of 7.2% in the fourth quarter of 2023 was driven by average check growth of 4.2%, along with a 2.9% increase in traffic. This result was primarily due to the combination of the continued operational improvement efforts by the Carrols' team and the positive impact of our franchisor's Reclaim the Flame initiative, as well as a benefit from the timing of the holidays as compared to last year. Our Popeye's restaurants also continued to perform well as comparable restaurant sales grew 7.6% in the fourth quarter. We expect to see continued momentum at both of our brands in 2024.”

Guidance Update

The Company now believes that fourth quarter Adjusted EBITDA(1) will be at the high end or slightly above the high end of the previously provided range of $28 million to $32 million, with lower than expected beef costs contributing, in part, to the favorable results. This equates to 2023 Adjusted EBITDA(1) being at the high end or slightly above the high end of the previously provided range of $145 to $149 million.

Balance Sheet Update

During the fourth quarter of 2023, the Company used its cash balances to repay $30 million of the outstanding principal amount of its Term Loan B borrowings under its senior credit facility. As of year-end 2023, the outstanding amount of Term Loan B borrowings under the Company's senior credit facility was $133.4 million. The Company also used its cash balances during the fourth quarter of 2023 to reduce the outstanding amount of its Senior Notes due in 2029 by $9.9 million to $290.1 million through open market repurchases.

ICR Conference Participation

Carrols will host investor meetings at the 26th Annual ICR Conference on January 8, 2024 and January 9, 2024 in Orlando, FL.

About the Company

Carrols is one of the largest restaurant franchisees in North America. It is the largest BURGER KING® franchisee in the United States, currently operating 1,022 BURGER KING® restaurants in 23 states as well as 60 POPEYES® restaurants in six states. Carrols has operated BURGER KING® restaurants since 1976 and POPEYES® restaurants since 2019. For more information, please visit the Company's website at www.carrols.com.

Forward-Looking Statements

Except for the historical information contained in this news release, the matters addressed are forward-looking statements. Forward-looking statements, written, oral or otherwise made, represent Carrols' expectation or belief concerning future events. Without limiting the foregoing, these statements are often identified by the words "may", "might", "believes", "thinks", "anticipates", "plans", "expects", "intends" or similar expressions. In addition, expressions of our strategies, intentions, plans or guidance are also forward-looking statements. Such statements reflect management's current views with respect to future events and are subject to risks and uncertainties, both known and unknown. You are cautioned not to place undue reliance on these forward-looking statements as there are important factors that could cause actual results to differ materially from those in forward-looking statements, many of which are beyond our control. Investors are referred to the full discussion of risks and uncertainties, as included in Carrols’ filings with the Securities and Exchange Commission.

Footnotes

(1) Adjusted EBITDA is a non-GAAP financial measure the Company uses to measure performance. The reconciliation of Adjusted EBITDA to net income (loss) is not available as the Company cannot estimate net income (loss) at this time.

Cover Page	Jan. 08, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jan. 08, 2024
Entity Incorporation, State or Country Code	DE
Entity File Number	001-33174
Entity Tax Identification Number	83-3804854
Entity Address, Address Line One	968 James Street
Entity Address, City or Town	Syracuse,
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	13203
City Area Code	(315)
Local Phone Number	424-0513
Title of 12(b) Security	Common Stock, par value $.01 per share
Trading Symbol	TAST
Security Exchange Name	NASDAQ
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Registrant Name	CARROLS RESTAURANT GROUP, INC
Amendment Flag	false
Entity Central Index Key	0000809248