UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 25, 2019
OR
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission File Number 001-35611  
DFRGLOGO.JPG
Del Frisco’s Restaurant Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware
 
20-8453116
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
2900 Ranch Trail,
Irving, TX
 
75063
(Address of principal executive offices)
 
(Zip code)
(469) 913-1845
(Registrant’s telephone number, including area code)
 
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, $0.001 par value per share
 
DFRG
 
The Nasdaq Global Select Market
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   x     No   ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted 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   x     No   ¨
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 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
¨
 
  
Accelerated filer
 
x
Non-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 Act.    Yes   ¨     No   x

As of July 31, 2019 , the latest practicable date,  33,436,902  shares of the registrant’s common stock, $0.001 par value per share, were issued and outstanding.


DEL FRISCO’S RESTAURANT GROUP, INC.
FORM 10-Q

INDEX
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

i

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (this "Quarterly Report") and the documents incorporated herein by reference contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward looking statements include all statements that are not historical facts. Forward looking statements reflect intent, belief, current expectations, estimates or projections about, among other things, our industry, management’s beliefs, and future events and financial trends affecting us. Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “may,” “will,” "should," "could" and variations of these words or similar expressions are intended to identify forward looking statements. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Although we believe the expectations reflected in any forward-looking statements are reasonable, such statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Therefore, our actual results could differ materially and adversely from those expressed in any forward-looking statements as a result of various factors. Additional important factors that could cause actual results to differ materially from those in the forward-looking statements include regional, national or global political, economic, business, competitive, market and regulatory conditions and include, but are not limited to, the following:
•
economic conditions (including customer spending patterns);
•
our ability to compete;
•
our ability to implement our growth strategy, including opening new restaurants, operating them profitably and accelerating development of our brands;
•
customer experiences or negative publicity surrounding our restaurants;
•
pricing and deliveries of food and other supplies;
•
changes in consumer tastes and spending patterns;
•
laws and regulations affecting labor and employee benefit costs, including increases in state and federally mandated minimum wages;
•
labor shortages;
•
general financial and credit market conditions;
•
fixed rental payments and the terms of our indebtedness;
•
cyber security and our ability to protect customer information;
•
the Barteca Acquisition;
•
valuation allowance;
•
merger with Harlan; and
•
other factors described in "Item 1A. Risk Factors" set forth in our Annual Report on Form 10-K for the year ended  December 25, 2018  (the "2018 10-K"), and in our Quarterly Report on Form 10-Q for the quarter ended March 26, 2019.
All forward-looking statements in this Quarterly Report, or that are made on our behalf by our directors, officers or employees related to the information contained herein, apply only as of the date of this Quarterly Report or as of the date they were made. We undertake no obligation, except as required by applicable law, to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise.

1

PART I
FINANCIAL INFORMATION
Item 1.    Financial Statements (Unaudited)

2

CONSOLIDATED DEL FRISCO’S RESTAURANT GROUP, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets—Unaudited
 
As of
(Amounts in thousands, except share data)
June 25, 2019
 
December 25, 2018
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
10,671

 
$
8,535

Inventory
23,055

 
22,461

Income taxes receivable
766

 
2,861

Lease incentives receivable
5,407

 
6,775

Prepaid expenses
3,623

 
8,284

Other current assets
5,091

 
9,043

Total current assets
48,613

 
57,959

Property and equipment:
 
 
 
Buildings and improvements
7,432

 
17,500

Leasehold improvements
283,027

 
251,417

Furniture, fixtures, and equipment
91,333

 
85,164

Construction in progress
17,043

 
24,906

Property and equipment, gross
398,835

 
378,987

Less accumulated depreciation
(102,525
)
 
(91,184
)
Property and equipment, net
296,310

 
287,803

Operating lease right-of-use assets, net
166,204

 
—

Goodwill
159,279

 
156,131

Intangible assets, net
205,710

 
206,573

Other assets
20,502

 
17,566

Total assets
$
896,618

 
$
726,032

 
 
 
 
LIABILITIES AND EQUITY
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
38,368

 
$
43,527

Deferred revenue
13,605

 
16,624

Sales tax payable
2,736

 
3,215

Accrued payroll
9,167

 
11,258

Current portion of deferred rent obligations
—

 
4,193

Other current liabilities
10,292

 
6,026

Current portion of operating leases
27,030

 
—

Current portion of finance leases
1,028

 
1,714

Current portion of long-term debt
3,353

 
3,100

Total current liabilities
105,579

 
89,657

Noncurrent liabilities:
 
 
 
Long-term debt, net
350,755

 
320,736

Noncurrent operating leases
198,264

 
—

Finance leases
7,157

 
11,828

Deferred rent obligations
—

 
56,442

Deferred income taxes, net
23,427

 
23,900

Other liabilities
12,520

 
9,887

Total liabilities
697,702

 
512,450

Commitments and contingencies (Note 13)

 

Stockholders' equity:
 
 
 
Preferred stock, $0.001 par value, 10,000,000 shares authorized, no shares issued and outstanding at June 25, 2019 or December 25, 2018
—

 
—

Common stock, $0.001 par value, 190,000,000 shares authorized, 37,571,574 shares issued and 33,422,315 shares outstanding at June 25, 2019 and 37,444,400 shares issued and 33,321,795 shares outstanding at December 25, 2018
37

 
37

Treasury stock at cost: 4,149,259 and 4,122,605 shares at June 25, 2019 and December 25, 2018, respectively
(67,823
)
 
(67,823
)
Additional paid in capital
250,647

 
248,618

Retained earnings
17,384

 
33,379

Accumulated other comprehensive loss, net of tax
(1,329
)
 
(629
)
Total stockholders' equity
198,916

 
213,582

Total liabilities and stockholders' equity
$
896,618

 
$
726,032

See accompanying notes to condensed consolidated financial statements.

3

DEL FRISCO’S RESTAURANT GROUP, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations — Unaudited
໿

13 Weeks Ended
 
26 Weeks Ended
(Amounts in thousands, except per share data)
June 25, 2019
 
June 26, 2018
 
June 25, 2019
 
June 26, 2018
Revenues
$
131,687

 
$
75,718

 
$
252,068

 
$
149,064

Costs and expenses:
 
 
 
 
 
 
 
Cost of sales
35,873

 
21,537

 
69,165

 
42,754

Restaurant operating expenses (excluding depreciation and amortization shown separately below)
65,261

 
36,337

 
127,399

 
72,558

Marketing and advertising costs
2,260

 
1,666

 
4,512

 
3,196

Pre-opening costs
1,301

 
1,403

 
4,050

 
2,549

General and administrative costs
17,117

 
7,988

 
33,489

 
15,778

Donations
163

 
16

 
195

 
58

Consulting project costs
3,450

 
621

 
7,954

 
854

Acquisition costs
—

 
4,338

 
—

 
4,946

Reorganization severance
480

 
—

 
777

 
113

Lease termination and closing costs
(1,754
)
 
589

 
1,154

 
591

Depreciation and amortization
8,144

 
4,237

 
15,795

 
8,372

Total costs and expenses
132,295

 
78,732

 
264,490

 
151,769

Operating loss
(608
)
 
(3,014
)
 
(12,422
)
 
(2,705
)
Other income (expense), net:
 
 
 
 
 
 
 
Interest, net of capitalized interest
(8,409
)
 
(510
)
 
(16,129
)
 
(814
)
Other  
(32
)
 
(50
)
 
(19
)
 
(49
)
Loss before income taxes
(9,049
)
 
(3,574
)
 
(28,570
)
 
(3,568
)
Income tax benefit
(2,651
)
 
(2,182
)
 
(3,845
)
 
(2,181
)
Loss from continuing operations
(6,398
)
 
(1,392
)
 
(24,725
)
 
(1,387
)
(Loss) income from discontinued operations, net of tax
—

 
(170
)
 
—

 
225

Net loss
$
(6,398
)
 
$
(1,562
)
 
$
(24,725
)
 
$
(1,162
)
Net loss per average common share outstanding — basic and diluted
 
 
 
 
 
 
 
Loss from continuing operations
$
(0.19
)
 
$
(0.07
)
 
$
(0.74
)
 
$
(0.07
)
(Loss) income from discontinued operations
—

 
(0.01
)
 
—

 
0.01

Net loss
$
(0.19
)
 
$
(0.08
)
 
$
(0.74
)
 
$
(0.06
)
Weighted-average number of common shares outstanding:
 
 
 
 
 
 
 
Basic
33,417

 
20,377

 
33,387

 
20,347

Diluted
33,417

 
20,377

 
33,387

 
20,347

See accompanying notes to condensed consolidated financial statements .

4

DEL FRISCO’S RESTAURANT GROUP, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Comprehensive Loss — Unaudited

13 Weeks Ended
 
26 Weeks Ended
(Amounts in thousands)
June 25, 2019
 
June 26, 2018
 
June 25, 2019
 
June 26, 2018
Net loss
$
(6,398
)
 
$
(1,562
)
 
$
(24,725
)
 
$
(1,162
)
Other comprehensive income(loss), net of tax:
 
 
 
 
 
 
 
Change in unrealized gain (loss) on cash flow hedge (1)
1

 
—

 
(700
)
 
—

Other comprehensive income(loss), net of tax
1

 
—

 
(700
)
 
—

Comprehensive loss
$
(6,397
)
 
$
(1,562
)
 
$
(25,425
)
 
$
(1,162
)
(1)
Change in unrealized gain (loss) on cash flow hedges is presented net of tax, which was  zero  for the 13 weeks and 26 weeks ended June 25, 2019 . There was no cash flow hedging activity for the 13 weeks and 26 weeks ended June 26, 2018 .

See accompanying notes to condensed consolidated financial statements .

5

DEL FRISCO’S RESTAURANT GROUP, INC. AND SUBSIDIARIES
Condensed Consolidated Statement of Changes in Stockholders’ Equity — Unaudited
For the 13 Weeks Ended June 25, 2019

Common Stock
 
 
 
 
 
 
 
 
 
 
(In thousands, except share data)
Shares
 
Par Value
 
Additional Paid
In Capital
 
Treasury Stock
 
Retained Earnings
 
Accumulated other Comprehensive Loss
 
Total 
Balance at March 26, 2019
33,378,025

 
$
37

 
$
249,650

 
$
(67,823
)
 
$
23,782

 
$
(1,330
)
 
$
204,316

Net loss
—

 
—

 
—

 
—

 
(6,398
)
 
—

 
(6,398
)
Other comprehensiveincome, net of tax
—

 
—

 
—

 
—

 
—

 
1

 
1

Share-based compensation costs
—

 
—

 
1,010

 
—

 
—

 
—

 
1,010

Shares issued under stock compensation plan, net of shares withheld for tax effects
44,290

 
—

 
(13
)
 
—

 
—

 
—

 
(13
)
Balance at June 25, 2019
33,422,315

 
$
37

 
$
250,647

 
$
(67,823
)
 
$
17,384

 
$
(1,329
)
 
$
198,916

For the 13 Weeks Ended June 26, 2018

Common Stock
 
 
 
 
 
 
 
 
 
 
(In thousands, except share data)
Shares
 
Par Value
 
Additional Paid
In Capital
 
Treasury Stock
 
Retained Earnings
 
Accumulated other Comprehensive Loss
 
Total 
Balance at March 27, 2018
20,342,589

 
$
24

 
$
148,481

 
$
(67,823
)
 
$
110,082

 
$
—

 
$
190,764

Net loss
—

 
—

 
—

 
—

 
(1,562
)
 
—

 
(1,562
)
Share-based compensation costs
—

 
—

 
1,071

 
—

 
—

 
—

 
1,071

Shares issued under stock compensation plan, net of shares withheld for tax effects
40,233

 
—

 
(74
)
 
—

 
—

 
—

 
(74
)
Balance at June 26, 2018
20,382,822

 
$
24

 
$
149,478

 
$
(67,823
)
 
$
108,520

 
$
—

 
$
190,199

See accompanying notes to condensed consolidated financial statements.


6

DEL FRISCO’S RESTAURANT GROUP, INC. AND SUBSIDIARIES
Condensed Consolidated Statement of Changes in Stockholders’ Equity — Unaudited
For the 26 Weeks Ended June 25, 2019

Common Stock
 
 
 
 
 
 
 
 
 
 
(In thousands, except share data)
Shares
 
Par Value
 
Additional Paid
In Capital
 
Treasury Stock
 
Retained Earnings
 
Accumulated other Comprehensive Loss
 
Total 
Balance at December 25, 2018
33,321,795

 
$
37

 
$
248,618

 
$
(67,823
)
 
$
33,379

 
$
(629
)
 
$
213,582

Cumulative effect adjustment (Notes 1)
—

 
—

 
—

 
—

 
8,730

 
—

 
8,730

Balance at December 26, 2018
33,321,795

 
37

 
248,618

 
(67,823
)
 
42,109

 
(629
)
 
222,312

Net loss
—

 
—

 


 
—

 
(24,725
)
 
—

 
(24,725
)
Other comprehensive loss, net of tax
—

 
—

 
—

 
—

 
—

 
(700
)
 
(700
)
Share-based compensation costs
—

 
—

 
2,221

 
—

 
—

 
—

 
2,221

Shares issued under stock compensation plan, net of shares withheld for tax effects
100,520

 
—

 
(192
)
 
—

 
—

 
—

 
(192
)
Balance at June 25, 2019
33,422,315

 
$
37

 
$
250,647

 
$
(67,823
)
 
$
17,384

 
$
(1,329
)
 
$
198,916

For the 26 Weeks Ended June 26, 2018

Common Stock
 
 
 
 
 
 
 
 
 
 
(In thousands, except share data)
Shares
 
Par Value
 
Additional Paid
In Capital
 
Treasury Stock
 
Retained Earnings
 
Accumulated other Comprehensive Loss
 
Total 
Balance at December 26, 2017
20,309,341

 
$
24

 
$
147,503

 
$
(67,823
)
 
$
109,383

 
$
—

 
$
189,087

Cumulative effect adjustment (Note 1)
—

 
—

 
—

 
—

 
299

 
—

 
299

Balance at December 27, 2017
20,309,341

 
24

 
147,503

 
(67,823
)
 
109,682

 
—

 
189,386

Net income
—

 
—

 
—

 
—

 
(1,162
)
 
—

 
(1,162
)
Share-based compensation costs
—

 
—

 
2,098

 
—

 
—

 
—

 
2,098

Stock option exercises
4,000

 
—

 
52

 
—

 
—

 
—

 
52

Shares issued under stock compensation plan, net of shares withheld for tax effects
69,481

 
—

 
(175
)
 
—

 
—

 
—

 
(175
)
Balance at June 26, 2018
20,382,822

 
$
24

 
$
149,478

 
$
(67,823
)
 
$
108,520

 
$
—

 
$
190,199


See accompanying notes to condensed consolidated financial statements.

7

DEL FRISCO’S RESTAURANT GROUP, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows—Unaudited
໿
 
26 Weeks Ended
(Amounts in thousands)
June 25, 2019
 
June 26, 2018
Cash flows from operating activities:
 
 
 
Net loss
$
(24,725
)
 
$
(1,162
)
Adjustments to reconcile net income loss to net cash provided by operating activities:
 
 
 
Depreciation and amortization
18,826

 
9,634

Loss on disposal of restaurant property
58

 
55

Amortization of debt issuance costs
1,084

 
—

Share based compensation
2,221

 
2,098

Impairment charges
—

 
84

Deferred income taxes
(3,621
)
 
(5,281
)
Changes in operating assets and liabilities:
 
 
 
Inventory
(594
)
 
(209
)
Lease incentives receivable
5,421

 
1,156

Prepaid expenses and other assets
6,001

 
2,483

Accounts payable
(2,195
)
 
(1,079
)
Income taxes
2,095

 
3,330

Deferred rent obligations
—

 
3,799

Deferred revenue
(3,019
)
 
(4,231
)
Other liabilities
(355
)
 
(2,375
)
Net cash provided by operating activities
1,197

 
8,302

Cash flows from investing activities:
 
 
 
Purchases of property and equipment
(27,897
)
 
(32,330
)
Other investing activities
242

 
(179
)
Net cash used in investing activities
(27,655
)
 
(32,509
)
Cash flows from financing activities:
 
 
 
Cash overdraft
—

 
4,655

Payments on borrowings
(42,614
)
 
—

Proceeds from borrowings
74,300

 
16,500

Payment of debt issuance costs
(2,032
)
 
—

Principal payments of finance leases
(625
)
 
(21
)
Payments on loan against deferred compensation investments
(243
)
 
(501
)
Cash tax payment for share-based awards
(192
)
 
(175
)
Proceeds from exercise of stock options
—

 
52

Net cash provided by financing activities
28,594

 
20,510

Net change in cash and cash equivalents
2,136

 
(3,697
)
Cash and cash equivalents at beginning of period
8,535

 
4,594

Cash and cash equivalents at end of period
$
10,671

 
$
897

Supplemental disclosures of cash flow information:
 
 
 
Cash paid (received) during the period for:
 
 
 
Interest
$
14,849

 
$
471

Income taxes
$
(2,067
)
 
$
945

Non cash investing and financing activities:
 
 
 
Capital expenditures included in accounts payable at end of period
$
3,036

 
$
7,087

Tenant improvement allowance receivables
$
4,053

 
$
8,780

Capital lease
$
—

 
$
887

See accompanying notes to condensed consolidated financial statements.

8

DEL FRISCO’S RESTAURANT GROUP, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements—Unaudited
໿
1 . Business and Basis of Presentation
As of June 25, 2019 , Del Frisco’s Restaurant Group, Inc. ("we," "us," "our," “Del Frisco’s” or the “Company”) owned and operated 78 restaurants under the concept names of Del Frisco’s Double Eagle Steakhouse (“Double Eagle”), Barcelona Wine Bar (“Barcelona”), bartaco, and Del Frisco’s Grille (“Grille”). Of the 78 restaurants we operated at the end of the period covered by this report, there were 16 Double Eagle restaurants, 17 Barcelona restaurants, 21 bartaco restaurants, and 24 Grille restaurants in operation in 17  states and the District of Columbia.
Recent Developments
On June 27, 2018 (“Acquisition Date”), we completed the acquisition of all outstanding interests in Barteca Holdings, LLC ("Barteca Acquisition"), a Delaware limited liability company, and its subsidiaries (“Barteca”) for total cash consideration of $331.2 million , which represents a purchase price of $325 million plus customary adjustments including payments for cash remaining in the business.
In connection with the completion of the Barteca Acquisition, we entered into a new credit agreement that provides for (i) senior secured term loans in an aggregate principal amount of $390.0 million (“Term Loan B”) and (ii) senior secured revolving credit commitments in an aggregate principal amount of $50.0 million (“Revolving Loan,” and, collectively with the term loans, the “2018 Credit Facility”). See Note 7 , Long-Term Debt in the notes to our condensed consolidated financial statements for information regarding our credit facility.
On August 1, 2018, we entered into an underwriting agreement with certain underwriters with respect to (i) the sale by the Company of 11,250,000 shares of the Company’s common stock, par value $0.001 per share, to the underwriters and (ii) the grant by the Company to the underwriters of an option (the “Option”) to purchase up to 1,687,500 additional shares of the Company’s common stock (together, the “Shares”). The sale of the Shares, including the exercise in full of the Option, closed on August 6, 2018. The total proceeds of $97.8 million from the public offering of common stock were used to repay a portion of Term Loan B. See Note 7 , Long-Term Debt in the notes to our condensed consolidated financial statements.
On August 27, 2018 we amended (the “First Amendment”) Term Loan B (“Amended Term Loan B”). The First Amendment amends the 2018 Credit Facility, to, among other things, provide the Company with additional term loans (“Additional Term Loans”) in an aggregate principal amount of $18.0 million . The First Amendment also amended the 2018 Credit Facility to increase the interest rate applicable to the Additional Term Loans and the existing term loans outstanding under the 2018 Credit Facility to, at our option, a rate per annum equal to either a LIBOR or a base rate, plus an applicable margin, which is equal to 6.00% for LIBOR rate loans and 5.00% for base rate loans. See Note 7 , Long-Term Debt in the notes to our condensed consolidated financial statements for information regarding our amended credit facility.
On September 21, 2018, we sold all of the outstanding equity interests in our Sullivan’s Steakhouse business (“Sullivan’s") to Sullivan’s Holding LLC, a Delaware limited liability company and affiliate of Romano’s Macaroni Grill, for the total gross proceeds of approximately $32 million , subject to customary adjustments for inventory and cash. See Note 3 , Dispositions in the notes to our condensed consolidated financial statements for information regarding discontinued operations.
On February 26, 2019, we entered into a joinder agreement with JPMorgan Chase Bank, N.A., as the incremental term lender and JPMorgan Chase Bank, N.A. as the administrative agent (the “Joinder Agreement”). The Joinder Agreement modifies the 2018 Credit Facility and provides the Company with incremental term loan commitments in a principal amount equal to $25.0 million . The Company drew the full amount of the incremental term loans on the date of the Joinder Agreement and received net proceeds of approximately $23.1 million . The Company used the net proceeds of the incremental term loans to repay a portion of the outstanding amounts under the 2018 Credit Facility. Since the repayment does not reduce the commitments under the 2018 Credit Facility, the transaction expanded the Company’s sources of liquidity without increasing leverage at this time. See Note 7 , Long-Term Debt in the notes to our condensed consolidated financial statements.
On June 17, 2019, we entered into an amendment (the “Second Amendment”) to the 2018 Credit Facility to increase the percentage of Projected EBITDAR Margin that may be included when determining Consolidated EBITDAR for purposes of calculating the Financial Covenant (as defined in the 2018 Credit Facility). See Note 7 , Long-Term Debt in the notes to our condensed consolidated financial statements.
On June 23, 2019, we entered into a definitive agreement to be acquired by affiliates of L Catterton, a consumer-focused private equity firm with over $15 billion of equity capital across six fund strategies in 17 offices globally. Under the terms of the agreement,

9

affiliates of L Catterton will acquire all outstanding shares of the Company’s common stock for a total value of approximately $650 million . Company stockholders will receive $8.00 in cash per share. The Agreement and Plan of Merger, dated as of June 23, 2019, by and among the Company, Harlan Parent, Inc. and Harlan Merger Sub, Inc. was filed as an exhibit to our Current Report on Form 8-K filed with the SEC on June 24, 2019.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information. Accordingly, they do not include all the information and disclosures required by GAAP for complete financial statements. Operating results for the 13 weeks and 26 weeks ended June 25, 2019 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2019 . In the opinion of management, the unaudited condensed consolidated financial statements include all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation. These unaudited condensed consolidated financial statements and related notes should be read in conjunction with the consolidated financial statements and notes included in our Annual Report on Form 10-K for the fiscal year ended December 25, 2018 filed with the SEC on March 11, 2019 (the “2018 10-K”).
The results of Sullivan's operations have been presented as discontinued operations for the 13 weeks and and 26 weeks ended June 26, 2018 . See Note 3 , Dispositions in the notes to our condensed consolidated financial statements for information regarding discontinued operations.
We operate on a 52- or 53-week fiscal year ending the last Tuesday in December. Beginning in fiscal 2018, we changed to a fiscal quarter calendar where each quarter contains 13 weeks, other than in a 53-week year where the last quarter of the year will contain 14 weeks. Fiscal 2019 will be a 53-week fiscal year, fiscal 2018 was a 52-week fiscal year. We believe that a reporting basis comprised of four equal 13-week quarters is a more typical reporting format comparable to most companies in the restaurant industry and is easier to understand for our investors.
Accounting Estimates
The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. We base our estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances at the time. Actual amounts may differ from those estimates.
Recently Adopted Accounting Pronouncements
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) ("ASU 2016-02"). which requires a lessee to recognize assets and liabilities for leases with lease terms of more than 12 months. The recognition, measurement and presentation of expenses and cash flows arising from a lease by a lessee will primarily depend on its classification as a finance (formerly capital) or operating lease. However, unlike previous GAAP, which required only capital leases to be recognized on the balance sheet, ASU 2016-02 requires all leases with an initial term greater than one year to be recognized on the balance sheet as a right-of-use ("ROU") asset and a lease liability.
We adopted ASU 2016-02 in the first quarter of 2019 by utilizing the modified retrospective transition method through a cumulative-effect adjustment in the beginning of the first quarter of 2019. We elected the package of practical expedients permitted under the transition guidance, which allowed us to carryforward our historical lease classification, our assessment on whether a contract is or contains a lease, and our initial direct costs for any leases that existed prior to the adoption of the new standard. We made an accounting policy election to keep leases with an initial term of 12 months or less off the balance sheet. We have elected the practical expedient the Company will not separate a qualifying contract into its lease and non-lease components. The Company recognizes those lease payments in the Consolidated Statements of Operations on a straight-line basis over the lease term. The most significant impact was the recognition of ROU assets and lease liabilities for operating leases with original terms over 12 months where the Company is the lessee. As a result of the adoption of the new lease standard we recognized ROU assets of $161.6 million , and lease liabilities of $218.0 million , and recorded a cumulative effect adjustment to increase retained earnings of $8.7 million , due to build-to-suit leases and prior deferred gains on sales leaseback transactions.
Recent Accounting Pronouncements
In August 2018, the FASB issued ASU No. 2018-15, Intangibles-Goodwill and Other-Internal Use Software (Subtopic 350-40 ) ("ASU 2018-15") - Customer's Accounting for Implementation Costs incurred in a Cloud Computing Arrangement that is a Service Contract . ASU 2018-15 reduces the complexity of accounting for costs of implementing a cloud computing service arrangement

10

and aligns the following requirements to capitalize implementation costs: (i) those incurred in a hosting arrangement that is a service contract, and (ii) those incurred to develop or obtain internal-use software, including hosting arrangements that include an internal software license. This amended guidance is first effective for our fiscal year beginning after December 15, 2019 with early adoption permitted. The guidance may be adopted either using the prospective or retrospective approach. We are currently evaluating the impact of this new guidance on our financial position and results of operations.
2 . Acquisitions
On the Acquisition Date, we completed the acquisition of all outstanding interests in Barteca for total cash consideration of $331.2 million , which represents a purchase price of $325 million plus customary adjustments including payments for cash remaining in the business. Barteca owns and operates two restaurant concepts: Barcelona and bartaco. Barcelona and bartaco restaurant concepts are innovative, with a unique vibe, food, drinks and design. Barcelona serves as a neighborhood Spanish tapas bar with an ever-changing selection of tapas, using both local and seasonal ingredients as well as specialties from Spain and the Mediterranean. Barcelona has a superior Spanish wine program and an award winning selection of wines, with 17 locations in 9 states and the District of Columbia. bartaco combines fresh, upscale street food with a coastal vibe in a relaxed environment and is inspired by a healthy, outdoor lifestyle. bartaco has 21 locations across 13 states, as of June 25, 2019 .
The following table summarizes the preliminary fair value of identified assets acquired and liabilities assumed at the Acquisition Date:
 
 
As of
(Amounts in thousands)
 
June 27, 2018
Purchase price
 
$
331,199

 
 
 
Allocation of purchase price
 
 
Cash and cash equivalents
 
6,006

Accounts receivable
 
3,311

Inventory
 
2,068

Prepaid expenses and other assets
 
3,740

Leasehold improvements
 
34,919

Buildings and improvements
 
17,967

Furniture, fixtures, and equipment
 
13,207

Construction in progress
 
4,340

Other assets
 
1,421

Intangible assets
 
185,080

(Unfavorable) leases
 
(785
)
Accounts payable and other liabilities
 
(14,111
)
Financing lease obligations
 
(13,340
)
Deferred taxes
 
(28,147
)
Total fair value of net assets acquired:
 
215,676

Goodwill
 
$
115,523

Intangible assets acquired primarily include liquor licenses and bartaco and Barcelona trade names. The fair value of the acquired liquor licenses and trade names are $1.1 million and $183.0 million , respectively. Other intangible assets were valued at approximately $0.2 million . Liquor licenses acquired will be amortized over an estimated useful life of each individual license, which is currently estimated to be one year. Trade names represent intangible assets with indefinite life.
As a result of the acquisition, we have recognized approximately $115.5 million of goodwill, of which $104.7 million is deductible for income tax purposes. Goodwill, of which $43.2 million and $72.3 million is attributable to the Barcelona and bartaco reportable segments, respectively, represents the excess of the purchase price over the aggregate fair value of net assets acquired and is related to the benefits expected as a result of the acquisition, including sales, development and growth opportunities. We believe that Barteca's innovative concepts are highly complementary and will provide Del Frisco’s portfolio with significant growth and development opportunities, enabling us to capture market share in the experiential dining segment, while mitigating the effects of seasonality and the risk of economic downturns to our restaurant portfolio.

11

The purchase accounting is complete, and our estimates and assumptions were subject to change during the measurement period (up to one year from the acquisition date).
Amounts previously estimated have changed during the measurement period. The changes in estimates included an increase of $4.5 million of buildings and improvements, an increase of $2.0 million of financing lease obligations and a decrease of $0.9 million in accounts payable. We recorded the measurement-period adjustments in the fourth quarter of 2018. Depreciation and interest expenses increased by $0.2 million and $0.1 million , respectively as a result of these measurement-period adjustments. Additionally, deferred tax liabilities increased by $3.1 million with a corresponding change to goodwill in the second quarter of 2019.
Pro Forma Results of Operations (unaudited)
The following pro forma results of operations for the 13 weeks ended June 26, 2018 and 26 weeks ended June 26, 2018 , have been prepared as though the business acquisition had occurred on January 1, 2017 consistent with the pro forma results of operations prepared for the third quarter and annual filings of fiscal 2018. This pro forma financial information is not indicative of the results of operations that the Company would have attained had the acquisition occurred at the beginning of the period presented, nor is the pro forma financial information indicative of the results of operations that may occur in the future:
 
 
13 Weeks Ended
 
26 Weeks Ended
(Amounts in thousands)
 
June 26, 2018
 
June 26, 2018
Revenues
 
$
112,655

 
$
217,281

Net loss
 
(5,556
)
 
(8,165
)
Net loss per average common share
 
 
 
 
       Basic
 
$
(0.27
)
 
$
(0.40
)
       Diluted
 
$
(0.27
)
 
$
(0.40
)
The above pro forma information includes Barteca's actual revenues and net loss of $36.9 million and $6.7 million for the 13 weeks ended June 26, 2018 and $68.2 million and $5.7 million for the 26 weeks ended June 26, 2018 , respectively. The combined companies incurred $7.0 million and $13.9 million of interest expense based on financing related to the transaction for the 13 weeks ended June 26, 2018 and 26 weeks ended June 26, 2018 , respectively and was reflected in pro forma net loss. Pro forma revenues exclude Sullivan’s results of operation as these amounts are reflected as discontinued operations in the Consolidated Statements of Operations. See Note 3 , Dispositions in the notes to our condensed consolidated financial statements for information regarding discontinued operations.
3 . Dispositions
On September 21, 2018, we sold all of the outstanding equity interests in our Sullivan’s Steakhouse business to Sullivan’s Holding LLC, a Delaware limited liability company and affiliate of Romano’s Macaroni Grill for total gross proceeds of approximately $32 million , subject to customary adjustments for inventory and cash.
The results of Sullivan’s operations have been reflected as discontinued operations for the 13 weeks ended June 26, 2018 and 26 weeks ended June 26, 2018 . Sullivan’s Steakhouse had been previously disclosed as a separate reportable segment. Disposition costs related to the sale of Sullivan’s were approximately $2.0 million .
 
13 Weeks Ended
 
26 Weeks Ended
(Amounts in thousands)
June 26, 2018
 
June 26, 2018
Revenues
$
14,322

 
$
30,279

Costs and expenses:
 
 
 
Cost of sales
4,419

 
9,356

Restaurant operating expenses
7,070

 
15,064

Marketing and advertising costs
331

 
820

General and administrative costs
514

 
1,055

Disposition costs
20

 
69

Lease termination and closing costs
434

 
798

Impairment charges
—

 
84

Depreciation and amortization
1,057

 
2,103


12

Total costs and expenses
13,845

 
29,349

Income from discontinued operation before income taxes
477

 
930

Income tax expense
647

 
705

(Loss) income from discontinued operations
$
(170
)
 
$
225

Cash flows from Sullivan’s discontinued operations are included in the accompanying Condensed Consolidated Statements of Cash Flows. The significant cash flow items from the Sullivan’s divestiture for the 26 weeks ended June 26, 2018 were as follows:
 
 
26 Weeks Ended
(Amounts in thousands)
 
June 26, 2018
Depreciation and amortization
 
$
2,103

Capital expenditures
 
462


4 . Earnings (Loss) Per Share
Basic earnings (loss) per share (“EPS”) data is computed based on the weighted average number of shares of common stock outstanding during the periods. Diluted EPS data is computed based on the weighted average number of shares of common stock outstanding, including all potentially issuable shares of common stock. We incurred a net loss for the 13 weeks and 26 weeks ended June 25, 2019 , and therefore, diluted shares outstanding equaled basic shares outstanding. We incurred a net loss for the 13 weeks and 26 weeks ended June 26, 2018 , and therefore, diluted shares outstanding equaled basic shares outstanding.
The following table details our basic and diluted earnings per common share calculation: ໿

13 Weeks Ended
 
26 Weeks Ended
(Amounts in thousands, except per share data)
June 25, 2019
 
June 26, 2018
 
June 25, 2019
 
June 26, 2018
Net loss
$
(6,398
)
 
$
(1,562
)
 
$
(24,725
)
 
$
(1,162
)
Shares:
 
 
 
 
 
 
 
Weighted-average common shares outstanding—basic
33,417

 
20,377

 
33,387

 
20,347

Effect of dilutive shares
—

 
—

 
—

 
—

Weighted-average common shares outstanding—diluted
33,417

 
20,377

 
33,387

 
20,347


 
 
 
 
 
 
 
Loss per share—basic
$
(0.19
)
 
$
(0.08
)
 
$
(0.74
)
 
$
(0.06
)
Loss per share—diluted
$
(0.19
)
 
$
(0.08
)
 
$
(0.74
)
 
$
(0.06
)

5 . Stock-Based Employee Compensation
2012 Long-Term Equity Incentive Plan
On July 16, 2012, we adopted the Del Frisco’s Restaurant Group, Inc. 2012 Long-Term Equity Incentive Plan (the “2012 Plan”), which allows us to grant stock options, restricted stock, restricted stock units, deferred stock units and other equity-based awards to directors, officers, key employees and other key individuals performing services for us. The 2012 Plan provided 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. Equity-based awards vest or become exercisable at various periods ranging from one to four years from the date of grant. The 2012 Plan has 2,232,800 shares of common stock authorized for issuance under the plan. At  June 25, 2019   no shares of common stock were available for future grants under the 2012 Plan.
2019 Long-Term Equity Incentive Plan
On May 30, 2019, we adopted the Del Frisco’s Restaurant Group, Inc. 2019 Long-Term Equity Incentive Plan (the “2019 Plan"), which allows us to grant stock options, stock appreciation rights ("SAR"), restricted stock, restricted stock units and other equity-based awards to directors, officers, key employees and other key individuals performing services for us. The 2019 Plan provides for granting of SAR or 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. Equity-based awards vest or become exercisable at various periods ranging from one to four years from the date of grant. The 2019 Plan has 1,950,000 shares of common stock authorized for issuance under the plan. There were 467,300

13

shares of common stock issuable upon exercise of outstanding options and 1,603,701 restricted shares, restricted stock units and performance stock units outstanding at  June 25, 2019 , with  2,098,208 shares of common stock available for future grants.
The following table details our total share-based compensation cost, as well as where the costs were expensed:

13 Weeks Ended
 
26 Weeks Ended
(Amounts in thousands)
June 25, 2019
 
June 26, 2018
 
June 25, 2019
 
June 26, 2018
Restaurant operating expenses
$
6

 
$
29

 
$
14

 
$
64

General and administrative costs
1,004

 
1,042

 
2,207

 
2,034

Total stock compensation cost
$
1,010

 
$
1,071

 
$
2,221

 
$
2,098

Restricted Stock, Restricted Stock Units, and Performance Stock Units
The following table summarizes restricted stock, restricted stock unit, and performance stock unit activity:

26 Weeks Ended June 25, 2019
 
Shares (000's)
 
Weighted average grant date fair value
 
Aggregate intrinsic value ($000's)
Outstanding at beginning of period
1,313

 
$
10.24

 
 
Granted
467

 
5.97

 
 
Vested
(127
)
 
15.81

 
 
Forfeited
(49
)
 
8.94

 
 
Outstanding at end of period
1,604

 
$
8.60

 
$
12,701

As of June 25, 2019 , there was $8.6 million of total unrecognized compensation cost related to non-vested restricted stock, restricted stock units, and performance stock units. This cost is expected to be recognized over a period of approximately 1.9 years . 
Stock Options
The following table summarizes stock option activity:

26 Weeks Ended June 25, 2019
 
Shares (000's)
 
Weighted average exercise price
 
Weighted average remaining contractual term
 
Aggregate intrinsic value ($000's)
Outstanding at beginning of period
467

 
$
18.54

 
 
 
 
Exercised
—

 
—

 
 
 
 
Forfeited
—

 
—

 
 
 
 
Outstanding at end of period
467

 
$
18.54

 
3.8 years
 
$
—

Options exercisable at end of period
467

 
$
18.54

 
3.8 years
 
$
—

As of June 25, 2019 , all stock options were vested, accordingly all compensation costs related to vested stock options were recognized.
6 . Derivative Financial Instruments
As of June 25, 2019 , we have entered into one derivative instrument designated as a cash flow hedge for risk management purposes. The derivative instrument is used to mitigate our exposure to interest rate fluctuations.
Interest Rate Cap
During fiscal 2018 , we entered into an interest rate cap with a notional value of $200.0 million and 3.00% per annum strike rate to hedge the variability of the monthly 1-month LIBOR interest payments on a portion of our Term Loan B. The hedged monthly interest payments began on July 31, 2018 and end on the expiration of the interest rate cap on June 30, 2022. Any variability in the 1-month LIBOR interest payment on the Term Loan Facility beyond 3.00% per annum is offset by the net proceeds received upon exercising the interest rate cap. The interest rate cap was designated as a cash flow hedge at inception.

14

The hedge effectiveness for the designated interest rate cap is based on the changes in the interest rate cap’s intrinsic value. Accordingly, we will exclude all the change in the time value of the interest rate cap from the assessment. The excluded component will be amortized over the life of the derivative instrument and recognized in Interest, net of capitalized interest in the Consolidated Statements of Operations. The amount of gains (losses) that are reported in accumulated other comprehensive income (loss) at the reporting date that are expected to be reclassified into earnings within the next 12 months is $0.5 million .
Credit Risk
We are exposed to credit risk of the counterparty with which we entered into the derivative. This is the risk of the counterparty’s non-performance pursuant to the derivative contract. The risk will continue to exist as long as the derivative is in an asset position, creating a liability for the counterparty. However, the risk is deemed to be minimal as the counterparty has investment grade credit ratings. We will monitor the counterparty’s credit ratings and our market position with the counterparty on an ongoing basis. The interest rate cap does not contain any credit-risk related contingent features.
Quantitative Disclosures on Derivative Instruments
The following tables present the required quantitative disclosures for our derivative instrument, including its estimated fair values (all estimated using Level 2 inputs) and their financial statement presentation for the fiscal quarters ended June 25, 2019 and June 26, 2018 , respectively.
Derivative instruments recorded at fair value in our unaudited condensed consolidated balance sheets as of  June 25, 2019  and  December 25, 2018 , respectively, consisted of the following:
 
Derivative Assets
(Amounts in thousands)
June 25, 2019
 
December 25, 2018
Derivatives designated as hedging instruments
Balance Sheet Location
 
Fair Value
 
Balance Sheet Location
 
Fair Value
Interest rate cap
Other current assets
 
$
132

 
Other current assets
 
$
1,075

Total derivatives designated as hedging instruments
 
 
$
132

 
 
 
$
1,075

The effect of cash flow hedges on accumulated other comprehensive income (loss) for the 13 weeks ended June 25, 2019 and the 13 weeks ended June 26, 2018 , was as follows (Amounts in thousands):
Derivatives in Cash Flow Hedging Relationships
 
Amount of Gain or (Loss) Recognized in Accumulated Other Comprehensive Income (Loss) on Derivative*
 
Location of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income
 
Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income (Loss) into Income
 
Classification of Gain or (Loss) Recognized in income related to Amount Excluded from Effectiveness Testing
 
Amount of Gain or (Loss) Recognized in Income on Derivative (Amount Excluded from Effectiveness Testing)
 
 
13 Weeks Ended
 
 
 
13 Weeks Ended
 
 
 
13 Weeks Ended
 
June 25, 2019
 
June 26, 2018
 
 
June 25, 2019
 
June 26, 2018
 
 
June 25, 2019
 
June 26, 2018
Interest rate cap
 
$
(120
)
 
$
—

 
Interest, net of capitalized interest
 
$
—

 
$
—

 
Interest, net of capitalized interest
 
$
121

 
$
—

*The portion of gain/loss recognized in Accumulated Other Comprehensive Income related to the component excluded from the assessment of effectiveness was a loss of $0.1 million .

15

The effect of cash flow hedges on accumulated other comprehensive income (loss) for the 26 weeks ended June 25, 2019 and the 26 weeks ended June 26, 2018 , was as follows (Amounts in thousands):
Derivatives in Cash Flow Hedging Relationships
 
Amount of Gain or (Loss) Recognized in Accumulated Other Comprehensive Income (Loss) on Derivative*
 
Location of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income
 
Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income (Loss) into Income
 
Classification of Gain or (Loss) Recognized in income related to Amount Excluded from Effectiveness Testing
 
Amount of Gain or (Loss) Recognized in Income on Derivative (Amount Excluded from Effectiveness Testing)
 
 
26 Weeks Ended
 
 
 
26 Weeks Ended
 
 
 
26 Weeks Ended
 
June 25, 2019
 
June 26, 2018
 
 
June 25, 2019
 
June 26, 2018
 
 
June 25, 2019
 
June 26, 2018
Interest rate cap
 
$
(943
)
 
$
—

 
Interest, net of capitalized interest
 
$
—

 
$
—

 
Interest, net of capitalized interest
 
$
243

 
$
—

*The portion of gain/loss recognized in Accumulated Other Comprehensive Income related to the component excluded from the assessment of effectiveness was a loss of $0.9 million .
The effect of cash flow hedges on Consolidated Statements of Operations for the 13 weeks ended June 25, 2019 and the 13 weeks ended June 26, 2018 , was as follows:
 
 
Location and Amount of Gain or (Loss) Recognized in Income on Cash Flow Hedging Relationships
 
 
13 Weeks Ended
(Amounts in thousands)
 
June 25, 2019
 
June 26, 2018
Gain or (loss) on cash flow hedging relationships
 
 
 
 
Interest Rate Cap:
 
 
 
 
Amount of gain or (loss) reclassified from accumulated other comprehensive income (loss) into income
 
$
—

 
$
—

Amount excluded from effectiveness testing using an amortization approach (1)
 
121

 
—

Amount of gain or (loss) reclassified from accumulated other comprehensive income (loss) into income as a result that a forecasted transaction is no longer probable of occurring
 
—

 
—

(1)
The portion of the amount of loss reclassified from accumulated other comprehensive income (loss) to income includes $0.1 million related to the amortization of the excluded component.
The effect of cash flow hedges on Consolidated Statements of Operations for the 26 weeks ended June 25, 2019 and the 26 weeks ended June 26, 2018 , was as follows:
 
 
Location and Amount of Gain or (Loss) Recognized in Income on Cash Flow Hedging Relationships
 
 
26 Weeks Ended
(Amounts in thousands)
 
June 25, 2019
 
June 26, 2018
Gain or (loss) on cash flow hedging relationships
 
 
 
 
Interest Rate Cap:
 
 
 
 
Amount of gain or (loss) reclassified from accumulated other comprehensive income (loss) into income
 
$
—

 
$
—

Amount excluded from effectiveness testing using an amortization approach (1)
 
243

 
—

Amount of gain or (loss) reclassified from accumulated other comprehensive income (loss) into income as a result that a forecasted transaction is no longer probable of occurring
 
—

 
—

(1)
The portion of the amount of loss reclassified from accumulated other comprehensive income (loss) to income includes $0.2 million related to the amortization of the excluded component.

16

7 . Long-Term Indebtedness
Credit Facilities
On June 27, 2018, in connection with the completion of the Barteca Acquisition, we entered into a new credit agreement that provides for (i) a seven year senior secured term loan Term Loan B in aggregate principal amount of $390.0 million bearing interest per annum equal to either a LIBOR or ABR rate, plus an applicable margin, which is equal to 4.75% per annum for LIBOR loans and 3.75% for ABR loans, with the option to maintain or convert base rate loans to LIBOR loans and (ii) five year senior secured revolving credit commitments ("Revolving Loan") in an aggregate principal amount of $50.0 million with the ability to increase the facility by up to an additional $25.0 million with unpaid amounts bearing interest at 3.50% per annum for LIBOR loans and 2.50% per annum for ABR loans. Similar to the term loan, base rate loans may be maintained or converted to LIBOR loans. Rates may be subject to adjustment by reference to the consolidated total leverage ratio, (collectively with the term loans, the "2018 Credit Facility"). Part of the proceeds from the term loans were used to retire the 2012 Credit Facility.
On August 6, 2018, we received $97.8 million of proceeds from a public offering of common stock that were used to repay a portion of the $390.0 million of the Term Loan B pursuant to an existing prepayment option.
On August 27, 2018 we amended ("The First Amendment") Term Loan B ("Amended Term Loan B"). The First Amendment amends the 2018 Credit Facility, to, among other things, completely re-syndicate the Amended Term Loan B and provide the Company with additional term loans ("Additional Term Loans") in an aggregate principal amount of $18.0 million . The First Amendment also amended the 2018 Credit Facility to increase the interest rate applicable to the Additional Term Loans and the existing term loans outstanding under the 2018 Credit Facility to, at our option, a rate per annum equal to either a LIBOR or ABR rate, plus an applicable margin, which is equal to 6.00% for LIBOR loans and 5.00% for ABR loans.
On February 26, 2019, we entered into a joinder agreement with JPMorgan Chase Bank, N.A., as the incremental term lender and JPMorgan Chase Bank, N.A. as the administrative agent (the “Joinder Agreement”). The Joinder Agreement modifies the 2018 Credit Facility and provides the Company with incremental term loan commitments in a principal amount equal to $25.0 million . The Company drew the full amount of the incremental term loans on the date of the Joinder Agreement and received net proceeds of approximately $23.1 million . The Company used the net proceeds of the incremental term loans to repay a portion of the outstanding amounts under the 2018 Credit Facility. Since the repayment does not reduce the commitments under the 2018 Credit Facility, the transaction expanded the Company’s sources of liquidity without increasing leverage at this time.
On June 17, 2019, we entered into an amendment (the “Second Amendment”) to the 2018 Credit Facility to increase the percentage of Projected EBITDAR Margin that may be included when determining Consolidated EBITDAR for purposes of calculating the Financial Covenant (as defined in the 2018 Credit Facility).
As of  June 25, 2019 ,  $32.0 million  under the Revolving Loan was outstanding (excluding amounts reserved for letters of credit in the amount of  $1.6 million ). As of  December 25, 2018 ,  $23.7 million  under the Revolving Loan, was outstanding (excluding amounts reserved for letters of credit in the amount of  $1.6 million ). The unpaid Revolving Loan amounts bear interest at 3.50% per annum for LIBOR loans and 2.50% per annum for ABR loans. As of  June 25, 2019 , the Revolving Loan unused commitment fee was  0.50% . The principal amount of the Revolving Loan is due and payable on June 27, 2023.
As of  June 25, 2019 ,  $332.8 million  was outstanding under the Amended Term Loan B. Interest on the Amended Term Loan B accrues at a rate per annum equal to either a LIBOR or ABR rate, plus an applicable margin, which is equal to 6.00% for LIBOR loans and 5.00% for ABR loans. The Interest Rate Cap Agreement, which has a notional value of $200.0 million and 3.00% per annum strike rate to hedge the variability of the monthly 1-month LIBOR interest payments on a portion of our Term Loan B, mitigates the risk of an increase in the LIBOR rate in effect on the Amended Term Loan B. See Note  6 ,  Derivative Financial Instruments for further discussion. As of  June 25, 2019 , the applicable interest rate on the Amended Term Loan B was  8.50% . The Amended Term Loan B is payable in equal  quarterly  installments of  $0.8 million . The outstanding principal of the Amended Term Loan B is due and payable on June 27, 2025.
Amounts outstanding under the 2018 Credit Facility are guaranteed by Del Frisco's and certain of the subsidiaries of Del Frisco’s (collectively, the "Loan Parties"). The 2018 Credit Facility is secured by a first priority security interest in substantially all of the assets of the Loan Parties. The 2018 Credit Facility agreement contains certain representations, warranties and affirmative covenants and financial covenants, including a maximum ratio of total indebtedness to EBITDAR, as defined in the credit agreement governing the credit facility. The total indebtedness to EBITDAR calculation is applicable only when we are over 25% drawn on the Revolver at the end of the reporting period. In addition, the 2018 Credit Facility agreement contains covenants restricting certain corporate actions, including asset dispositions, acquisitions, the payment of dividends, the incurrence of indebtedness and providing financing or other transactions with affiliates.

17

Loan Against the Investments in Deferred Compensation Plan
On July 12, 2017, we executed an agreement to borrow against the investments in our deferred compensation plan to pay out funds due to plan participants instead of using operating cash flows. The loan does not have an expiration date or defined payment terms, and accrues interest at a rate of 1% , net of the 4% that is earned by the investments being loaned against. As of June 25, 2019 and December 25, 2018 there was $3.6 million and $3.8 million of outstanding borrowings on this loan, respectively.
Long-Term Indebtedness Summary
As of  June 25, 2019  and  December 25, 2018 , long-term debt consisted of the following:
 
 
As of
(Amounts in thousands)
 
June 25, 2019
 
December 25, 2018
Amended Term Loan B
 
$
332,803

 
$
309,417

Revolving Loan
 
32,000

 
23,700

Loan Against the Investments in Deferred Compensation Plan
 
3,577

 
3,820

Net discount
 
(13,065
)
 
(12,107
)
Deferred financing costs
 
(1,207
)
 
(994
)
Long-term debt
 
354,108

 
323,836

Less current portion
 
(3,353
)
 
(3,100
)
Total long-term debt, net
 
$
350,755

 
$
320,736

8 . Leases
We adopted ASU 2016-02 in the first quarter of 2019 by utilizing the modified retrospective transition method through a cumulative-effect adjustment in the beginning of the first quarter of 2019. We elected the package of practical expedients permitted under the transition guidance, which allowed us to carryforward our historical lease classification, our assessment on whether a contract is or contains a lease, and our initial direct costs for any leases that existed prior to the adoption of the new standard. We made an accounting policy election to keep leases with an initial term of 12 months or less off the balance sheet. We have elected the practical expedient the Company will not separate a qualifying contract into its lease and non-lease components. The Company recognizes those lease payments in the Consolidated Statements of Operation on a straight-line basis over the lease term. The most significant impact was the recognition of ROU assets and lease liabilities for operating leases with original terms over 12 months where the Company is the lessee.
Upon adoption of Topic 842 during the first quarter of 2019 we recognized ROU of $161.6 million , and lease liabilities of $218.0 million , and recorded a cumulative effect adjustment to increase retained earnings of $8.7 million , due to build-to-suit leases and prior deferred gains on sales leaseback transactions.
We currently lease all of our restaurants. We lease certain facilities under noncancelable operating leases and have several obligations under finance leases, with terms expiring between 2019 and 2039 . The operating and finance leases have renewal options ranging from 5 to 20 years, which are exercisable at our option. In addition, certain leases contain escalation clauses based on a fixed percentage increase and provisions for contingent rentals based on a percentage of gross revenues, as defined. The majority of our leases provide for minimum annual rents with some containing percentage-of-sales rent provisions, against which the minimum rent may be applied. The majority of our leases also provide for rent escalation clauses, contingent rental expense, and/or tenant improvement allowances. Minimum rental payments under operating leases are recognized on a straight-line basis over the expected term of the lease, which includes optional renewal periods that are reasonably certain to be exercised and where failure to exercise such renewal options would result in an economic penalty to us.
For the Company's operating and finance leases, the lease liability is initially and subsequently measured at the present value of the unpaid lease payments at the lease commencement date. Key estimates and judgments include how the Company determines (i) the discount rate it uses to discount the unpaid lease payments to present value, (ii) lease term and (iii) lease payments. Topic 842 requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate ("IBR"). Generally, the Company cannot determine the interest rate implicit in the lease and therefore uses the IBR as a discount rate for its leases. The IBR reflects the rate of interest the Company would pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. To estimate our specific incremental borrowing rates over various tenors (ranging from 3 -year through 30 -years), a comparable market yield curve consistent with our credit quality was calibrated to our outstanding debt instruments. The lease term for all of the Company's leases includes the

18

noncancellable period of the lease plus any additional periods covered by an option to extend the lease that is reasonably certain to be executed by the Company. Lease payments included in the measurement of the lease liability comprise fixed payments owed over the lease term, fixed non-lease component payments, variable lease payments that depend on an index or rate, and the renewal option if it is reasonably certain the Company will exercise the option. As part of the lease agreements the Company is also responsible for payments regarding non-lease components (common area maintenance, operating expenses, etc.) and most of these payments are variable costs; however, some leases have fixed operating or common area maintenance expenses so these leases with fixed non-lease component payments were included as part of the lease liabilities.
The ROU asset is initially measured at cost, which comprises the initial amount of lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. For the Company's operating leases, the ROU asset is subsequently measured throughout the lease term at the carrying amount of the lease liability, plus initial direct costs, and adjusted for any prepaid or accrued lease payments, less the unamortized balance of lease incentives received.
Operating leases are included in operating lease ROU assets, current portion of operating leases, and operating lease liabilities on our Consolidated Statements of Operation. Finance leases are included in buildings and improvements and furniture, fixtures, and equipment, current portion of finance leases, and finance lease on our Consolidated Statements of Operation.
Lease Position
The table below presents the lease-related assets and liabilities recorded on the balance sheet :
 
 
 
 
 
 
As of
(Amounts in thousands)
 
Classification
 
June 25, 2019
Assets
 
 
 
 
 
 
     Operating leases (1)
 
Operating lease right-of-use assets
 
$
166,204

     Finance leases (2)
 
Buildings and improvements; Furniture, fixtures, and equipment
 
8,259

Total leased assets
 
 
 
 
 
$
174,463

Liabilities
 
 
 
 
 
 
  Current
 
 
 
 
 
 
     Operating
 
Current portion of operating leases
 
$
27,030

     Finance
 
Current portion of finance leases
 
1,028

  Noncurrent
 
 
 
 
 
 
     Operating
 
Noncurrent operating leases
 
198,264

     Finance
 
Finance leases
 
7,157

Total lease liabilities
 
 
 
 
 
$
233,479

(1)
Operating lease right-of-use assets, presented net of accumulated amortization of $3.0 million as of June 25, 2019 .
(2)
Finance lease assets accumulated amortization was $0.4 million as of June 25, 2019 .
Lease Costs
The table below presents certain information related to the lease costs for finance and operating leases:
(Amounts in thousands)
 
Classification
 
13 Weeks Ended June 25, 2019
 
26 Weeks Ended June 25, 2019
Operating lease cost (1)  
 
Restaurant operating expenses
 
$
8,955

 
$
17,704

Finance lease cost
 
 
 
 
 
 
 
 
Amortization of leased assets
 
Depreciation and amortization
 
194

 
388

Interest on lease liabilities
 
Interest expense
 
230

 
435

Net lease cost
 
 
 
 
 
$
9,379

 
$
18,527

(1)
Includes short-term lease and variable lease costs of $0.2 million and $0.9 million for the 13 weeks ended June 25, 2019 , respectively and $0.5 million and $1.8 million for the 26 weeks ended June 25, 2019 , respectively.

19

Lease Maturities
The following table presents aggregate lease maturities as of June 25, 2019 :
 
 
As of
 
 
June 25, 2019
(Amounts in thousands)
 
Operating Leases
 
Finance Leases
 
Total
2019
 
$
13,633

 
$
519

 
$
14,152

2020
 
34,055

 
1,280

 
35,335

2021
 
34,259

 
1,312

 
35,571

2022
 
34,844

 
1,329

 
36,173

2023
 
34,727

 
1,353

 
36,080

Thereafter
 
379,809

 
9,698

 
389,507

Total minimum lease payments
 
531,327

 
15,491

 
546,818

Less: amount of lease payments representing interest
 
(306,033
)
 
(7,306
)
 
(313,339
)
Present value of future minimum lease payments
 
225,294

 
8,185

 
233,479

Less: current obligations under leases
 
(27,030
)
 
(1,028
)
 
(28,058
)
Long-term lease obligations
 
$
198,264

 
$
7,157

 
$
205,421

Future minimum payments due under financing lease and capital lease obligations for existing restaurants and commitments for restaurants whose development had not yet commenced as of December 25, 2018 , under Accounting Standard Codification Topic 840, the predecessor to Topic 842, are as follows:
 
 
As of
(Amounts in thousands)
 
December 25, 2018
2019
 
$
1,714

2020
 
1,812

2021
 
1,858

2022
 
1,887

2023
 
1,814

Thereafter
 
6,428

Total minimum lease payments
 
$
15,513

Less imputed interest
 
(1,971
)
Present value of future lease commitments
 
13,542

Less current maturities
 
(1,714
)
Obligations under capital and financing leases, net of current maturities
 
$
11,828

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 25, 2018 , future minimum rentals for each of the next five years and thereafter, and in total, are as follows: ໿
 
 
As of
(Amounts in thousands)
 
December 25, 2018
2019
 
$
32,357

2020
 
35,070

2021
 
35,398

2022
 
36,029

2023
 
34,871

Thereafter
 
365,864

Total minimum lease payments
 
$
539,589

At June 25, 2019 , the Company has entered into noncancellable operating leases for 6 additional restaurant locations. These leases will commence subsequent to June 25, 2019 and, therefore, are not recognized as of June 25, 2019 . The fixed payments due on

20

an undiscounted basis over the lease term is $72.0 million . The Company will assess the lease classification at the lease commencement date.
Other Information
The following table presents the weighted average remaining lease term and discount rate:
 
 
As of
 
 
June 25, 2019
Weighted-average remaining lease term
 
 
Operating leases
 
14.8 years
Finance leases
 
12.2 years
Weighted-average discount rate
 
 
Operating leases
 
11.8%
Finance leases
 
11.3%
The following table presents other information related to our operating and finance leases:
(Amounts in thousands)
 
26 Weeks Ended June 25, 2019
Cash paid for amounts included in the measurement of lease liabilities
 
 
Operating cash flows from operating leases
 
$
2,367

Operating cash flows from finance leases
 
—

Financing cash flows from finance leases
 
625

Leased assets obtained in exchange for lease obligations (1)
 
 
Operating leases
 
15,010

Finance leases
 
—

(1)
Amounts disclosed for leased assets obtained in exchange for lease obligations include amounts added to the carrying amount of leased assets resulting from lease modifications and reassessments.
9 . Accumulated Other Comprehensive Loss
Changes in the composition of Accumulated Other Comprehensive Loss (“AOCI”) during the second quarter ended  June 25, 2019  were as follows:
(Amounts in thousands)
 
Net Unrealized Gains (Losses) Related to Derivatives
 
Accumulated Other Comprehensive Loss
Balance at December 25, 2018
 
$
(629
)
 
$
(629
)
Net change in fair value of derivatives, net of tax
 
(943
)
 
(943
)
Amounts reclassified to earnings of cash flow hedges, net of tax
 
243

 
243

Balance at June 25, 2019
 
$
(1,329
)
 
$
(1,329
)
10 . Income Taxes
The effective income tax rate for the 13 weeks ended June 25, 2019 was 29.3% , compared to 61.1% for the 13 weeks ended June 26, 2018 . The effective income tax rate for the 26 weeks ended June 25, 2019 was 13.5% , compared to 61.1% for the 26 weeks ended June 26, 2018 . For the 26 weeks ended June 25, 2019 , the factors that cause the effective tax rates to vary from the federal statutory rate of 21% were primarily the change to the valuation allowance, the effect of certain permanent differences and the impact of the FICA tip deduction addback. For the 26 weeks ended June 26, 2018 , the factors causing the effective tax rates to vary from the federal statutory rate of 21% include the impact of the FICA tip and other credits, partially offset by state income taxes and certain non-deductible expenses.
The Company assesses the available positive and negative evidence at each balance sheet date to determine whether sufficient future taxable income will be generated to permit the use of existing deferred tax assets. The purpose of this analysis is to assess whether it is more likely than not that some or all of our deferred tax assets will not be realized. Significant judgment is required in estimating valuation allowances for deferred tax assets and in making this determination, we consider all available positive and

21

negative evidence and make certain assumptions. The realization of a deferred tax asset ultimately depends on the existence of sufficient taxable income in the applicable carryback or carryforward periods. To the extent we generate sufficient taxable income in the future to fully utilize the tax benefits of the net deferred tax assets on which a valuation allowance was recorded; our effective tax rate may decrease as the valuation allowance is reversed. During fiscal 2018, the Company entered a three year cumulative loss position and established a valuation allowance against deferred tax assets for which it is more likely than not that the deferred tax assets will not be realized.
11 . Fair Value Measurement
Under GAAP, we are required to measure certain assets and liabilities at fair value, or to disclose the fair value of certain assets and liabilities recorded at cost. Pursuant to these fair value measurement and disclosure requirements, fair value is defined as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value is calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the fair value of liabilities includes consideration of non-performance risk, including our own credit risk. Each fair value measurement is reported in one of the following three levels:
•
Level 1—valuation inputs are based upon unadjusted quoted prices for identical instruments traded in active markets.
•
Level 2—valuation inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
•
Level 3—valuation inputs are unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques.
Fair Value of Debt and Other Financial Instruments
Debt is recorded at carrying value. The fair value of long-term debt is based on market prices that generally are observable for similar liabilities at commonly quoted intervals and is considered a Level 2 fair value measurement. The estimated fair value of debt (including current portion) is $355.8 million and $303.7 million and the carrying amount is $354.1 million and $323.8 million as of June 25, 2019 and December 25, 2018 , respectively.
At June 25, 2019 , the carrying values of other financial instruments such as cash and cash equivalents, receivables and accounts payable approximate fair value due to their short-term nature.
Recurring Fair Value Measurements
The following table presents our financial assets and liabilities measured at fair value on a recurring basis at June 25, 2019 and December 25, 2018 , respectively:

Fair Value Measurements
(Amounts in thousands)
Level
 
June 25, 2019
 
December 25, 2018
Financial assets (liabilities):
 
 
Carrying Amount
 
Fair Value
 
Carrying Amount
 
Fair Value
Deferred compensation plan investments (included in Other assets)
2
 
$
15,035

 
$
15,035

 
$
13,556

 
$
13,556

Deferred compensation plan liabilities (included in Other liabilities)
2
 
(9,520
)
 
(9,520
)
 
(8,059
)
 
(8,059
)
Interest rate cap agreement assets (included in Other current assets)
2
 
132

 
132

 
1,075

 
1,075

There were no transfers among levels within the fair-value hierarchy during the first two quarters of fiscal 2019 and fiscal 2018 .
The following methods and assumptions were used to estimate the fair value of each class of financial instruments:
•
The measurement of the fair value of derivative assets and liabilities is based on market prices that generally are observable for similar assets and liabilities at commonly quoted intervals and is considered a Level 2 fair value measurement. Derivative assets and liabilities that have maturity dates equal to or less than twelve months from the

22

balance sheet date are included in prepaid and other current assets and other accrued liabilities, respectively. Derivative assets and liabilities that have maturity dates greater than twelve months from the balance sheet date are included in deposits and other assets and other long-term liabilities, respectively. See Note  2   Summary of Significant Accounting Policies of our 2018 10-K for additional information on our derivative instruments and related Company policies.
12 . Segment Reporting
We operate the Double Eagle, Barcelona, bartaco, and Grille brands as operating segments. The restaurant concepts operate solely in the U.S. within the full-service dining industry, providing similar products to similar customers. Sales from external customers are derived principally from food and beverage sales, and we do not rely on any major customers as a source of sales. The restaurant concepts also possess similar economic characteristics, resulting in similar long-term expected financial performance characteristics. However, Double Eagle restaurants typically have higher revenues, driven by their larger physical presence and higher average check. The Double Eagle, Barcelona, bartaco, and Grille operating segments have varying operating income and restaurant-level EBITDA margins due to the leveraging of higher revenues on certain fixed operating costs such as management labor, rent, utilities, and building maintenance.
The following tables present information about reportable segments:

13 Weeks Ended June 25, 2019
(Amounts in thousands)
Double Eagle
 
Barcelona
 
bartaco
 
Grille
 
Corporate
 
Consolidated
Revenues
$
49,423

 
$
21,096

 
$
28,227

 
$
32,941

 
$
—

 
$
131,687

Restaurant-level EBITDA
11,505

 
5,208

 
6,901

 
4,679

 
—

 
28,293

Capital expenditures
4,420

 
2,583

 
4,942

 
1,408

 
91

 
13,444

Property and equipment, gross
160,746

 
41,459

 
59,646

 
132,785

 
4,199

 
398,835


13 Weeks Ended June 26, 2018
(Amounts in thousands)
Double Eagle
 
Barcelona
 
bartaco
 
Grille
 
Corporate
 
Consolidated
Revenues
$
43,471

 
$
—

 
$
—

 
$
32,247

 
$
—

 
$
75,718

Restaurant-level EBITDA
11,130

 
—

 
—

 
5,048

 
—

 
16,178

Capital expenditures
18,420

 
—

 
—

 
6,171

 
106

 
24,697

Property and equipment, gross
134,631

 
—

 
—

 
122,909

 
5,324

 
262,864


26 Weeks Ended June 25, 2019
(Amounts in thousands)
Double Eagle
 
Barcelona
 
bartaco
 
Grille
 
Corporate
 
Consolidated
Revenues
$
99,398

 
$
38,287

 
$
49,109

 
$
65,274

 
$
—

 
$
252,068

Restaurant-level EBITDA
21,930

 
8,675

 
11,317

 
9,070

 
—

 
50,992

Capital expenditures
7,512

 
4,409

 
9,781

 
2,411

 
528

 
24,641

Property and equipment, gross
160,746

 
41,459

 
59,646

 
132,785

 
4,199

 
398,835


26 Weeks Ended June 26, 2018
(Amounts in thousands)
Double Eagle
 
Barcelona
 
bartaco
 
Grille
 
Corporate
 
Consolidated
Revenues
$
87,425

 
$
—

 
$
—

 
$
61,639

 
$
—

 
$
149,064

Restaurant-level EBITDA
22,176

 
—

 
—

 
8,380

 
—

 
30,556

Capital expenditures
28,206

 
—

 
—

 
8,154

 
(249
)
 
36,111

Property and equipment, gross
134,631

 
—

 
—

 
122,909

 
5,324

 
262,864

In addition to using consolidated results in evaluating our performance and allocating our resources, our chief operating decision maker uses restaurant-level EBITDA, which is not a measure defined by GAAP at both the segment and consolidated level. At the consolidated level, this non-GAAP operating measure is useful to both management and investors because it represents one means of gauging the overall profitability of our recurring and controllable core restaurant operations. This measure is not, however, indicative of our overall results, nor does restaurant-level profit accrue directly to the benefit of stockholders, primarily due to the exclusion of corporate-level expenses. Restaurant-level EBITDA on a consolidated basis should not be considered a substitute for, or superior to, operating income loss, which is calculated in accordance with GAAP, and the reconciliations to operating income set forth below should be carefully evaluated.

23

We define restaurant-level EBITDA as operating income before pre-opening costs, general and administrative costs, donations, consulting project costs, acquisition costs, reorganization severance costs, lease termination and closing costs and depreciation and amortization. Pre-opening costs are excluded because they vary in timing and magnitude and are not related to the health of ongoing operations. General and administrative costs are only included in our consolidated financial results as they are generally not specifically identifiable to individual operating segments as these costs relate to supporting all of our restaurant operations and the extension of our concepts into new markets. Donations, consulting project costs, acquisition costs and reorganization severance costs are excluded because they are not related to the health of ongoing operations. Lease termination and closing costs and depreciation and amortization are excluded because they are not ongoing controllable cash expenses, and they are not related to the health of ongoing operations. Property and equipment is the only balance sheet measure used by our chief operating decision maker in allocating resources.
The following table reconciles operating income (loss) to restaurant-level EBITDA:

13 Weeks Ended
 
26 Weeks Ended
(Amounts in thousands)
June 25, 2019
 
June 26, 2018
 
June 25, 2019
 
June 26, 2018
Operating income (loss)
$
(608
)
 
$
(3,014
)
 
$
(12,422
)
 
$
(2,705
)
Pre-opening costs
1,301

 
1,403

 
4,050

 
2,549

General and administrative costs
17,117

 
7,988

 
33,489

 
15,778

Donations
163

 
16

 
195

 
58

Consulting project costs
3,450

 
621

 
7,954

 
854

Acquisition costs
—

 
4,338

 
—

 
4,946

Reorganization severance
480

 
—

 
777

 
113

Lease termination and closing costs
(1,754
)
 
589

 
1,154

 
591

Depreciation and amortization
8,144

 
4,237

 
15,795

 
8,372

Restaurant-level EBITDA
$
28,293

 
$
16,178

 
$
50,992

 
$
30,556

13 . Commitments and Contingencies
We are subject to various claims, possible legal actions, and other matters arising out of the normal course of business. While it is not possible to predict the outcome of these issues, management is of the opinion that adequate provision for potential losses has been made in the accompanying condensed consolidated financial statements and that the ultimate resolution of these matters will not have a material adverse effect on our consolidated financial position, results of operations or cash flows.
Litigation Related to the Merger
On July 25, 2019, a complaint was filed, captioned  Sabatini v. Del Frisco’s Restaurant Group, Inc. et al., Case No. 1:19-cv-01385-LPS (the “Sabatini Complaint”). The Sabatini Complaint generally alleges that the Company and the members of its Board of Directors violated Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder by omitting material information from the Proxy Statement rendering it false and misleading and seeks, among other things, an injunction against the Merger, or in the event the Merger is consummated, rescission and rescissory damages, additional disclosure of facts in the Proxy Statement relating to the Merger, a declaration from the court that the defendants violated federal securities laws, and costs (including attorneys’ and experts’ fees).
On July 29, 2019, a complaint was filed, captioned  Stein v. Del Frisco’s Restaurant Group, Inc. et al., Case No. 1:19-cv-01412-LPS (the “Stein Complaint”). The Stein Complaint generally alleges that the Company and the members of its Board of Directors violated Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder by omitting material information from the Proxy Statement rendering it false and misleading and seeks, among other things, an injunction against the Merger, or in the event the Merger is consummated, rescission and rescissory damages, additional disclosure of facts in the Proxy Statement relating to the Merger, a declaration from the court directing the defendants to account to plaintiff for all damages suffered as a result of their wrongdoing, and costs and disbursements (including attorneys’ and experts’ fees and expenses).
On August 2, 2019, a complaint was filed, captioned Kyle T. Karmazyn v. Del Frisco’s Restaurant Group, Inc., et al. , Case No. 1:19-cv-07193 (LAP) (the “Karmazyn Complaint”). The Karmazyn Complaint alleges generally that the Company and the members of its Board of Directors violated Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder by omitting material information from the Proxy Statement and seeks, among other things, an injunction against the Merger unless and until the Company makes additional disclosure of facts in the Proxy Statement relating to the Merger, the court to direct the defendants to account to plaintiff for all alleged damages sustained as a result of their alleged wrongdoing, and costs and disbursements (including attorneys’ and experts’ fees and expenses).

24

Credit Commitments
At June 25, 2019 and December 25, 2018 , we had outstanding letters of credit of $1.6 million , which were drawn on our 2018 Credit Facility (see Note 7 , Long-Term Indebtedness) . The letters of credit typically act as a guarantee of payment to certain third parties in accordance with specified terms and conditions.
Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis presents information that we believe is relevant to an assessment and understanding of our consolidated financial position and results of operations. This information should be read in conjunction with our unaudited condensed consolidated financial statements, and the notes thereto, and other financial data included elsewhere in this Quarterly Report. The following information should also be read in conjunction with our audited consolidated financial statements, and the notes thereto, and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our 201810-K. Unless the context otherwise indicates, all references to “we,” “our,” “us,” “Del Frisco’s” or the “Company” refer to Del Frisco’s Restaurant Group, Inc. and its subsidiaries.
Overview
Del Frisco’s develops, owns and operates four contemporary and complementary restaurants: Del Frisco’s Double Eagle Steakhouse (“Double Eagle”), Barcelona Wine Bar (“Barcelona”), bartaco, and Del Frisco’s Grille (“Grille”). As of the end of the period covered by this report, we operated  78 restaurants in 17 states and the District of Columbia. Of the 78 restaurants we operated at the end of the period covered by this report, there were 16 Double Eagle restaurants, 17 Barcelona restaurants, 21 bartaco restaurants, and 24 Grille restaurants.
Our Growth Strategies and Outlook. Our growth model is comprised of the following three primary drivers:
•
Disciplined Growth. Our long term target is to grow annual revenues through a combination of annual restaurant growth and comparable restaurant sales growth. We believe that there are significant opportunities to grow our concepts in both existing and new markets, where we believe we can generate attractive unit-level economics, which we view as the most significant driver of future growth. Our real estate process includes partnering with a third party master broker to source potential sites against a set of clear criteria for each brand, working with a third-party spatial analytics company, who have developed a model to determine the most attractive locations for each of our brands and a predictive sales model for specific sites, and a Real Estate Committee, consisting of members of the Board of Directors (the “Board”) and senior management, which visits, assesses and approves each site. While we do not believe it is possible to guarantee every site will meet its expected returns, we expect these processes to increase the probability of a site meeting its financial return on investment hurdles. We believe our concepts’ complementary market positioning and ability to coexist in the same markets, coupled with our flexible unit models and robust site assessment and approval processes, will allow us to expand each of our concepts into a greater number of locations. We will also continue to pursue opportunities to increase the sales at our existing restaurants through menu innovation, relevant and impactful marketing initiatives and loyalty programs, growing private dining and continued focus on enhancing the guest experience.
•
Operating and G&A Leverage. Our long term target is to grow Adjusted EBITDA. We will continue to protect our strong restaurant level margins through operational efficiencies and economies of scale, including purchasing synergies across our concepts. As we open new restaurants our organizational structure will enable us to keep our brand teams focused on individual brand priorities while leveraging our support functions across a larger business, resulting in G&A reducing as a percentage of revenue over time. The Barteca Acquisition greatly enhances our ability to leverage the benefits of scale.
•
Financing Strategies. Our long term target is to reduce our leverage through a combination of disciplined capital expenditures to support our restaurant count growth target and remodel needs, free cash flow generation from revenue growth and operating and G&A leverage, and other financing strategies to reduce our debt.
Our long term target is to grow the Double Eagle, Barcelona and bartaco brands by opening new restaurants. We expect to open no Grilles in 2019 or 2020 as we evaluate the performance of 2018 openings which incorporate lessons learned from our 2017 consulting project. In the first quarter of fiscal 2019, we closed the Chicago, Illinois Double Eagle. It generally takes 9 to 12 months after the signing of a lease or the closing of a purchase to complete construction and open a new restaurant. Additional time is sometimes required to obtain certain government approvals, permits and licenses, such as liquor licenses.

25

Performance Indicators. We use the following key metrics in evaluating the performance of our restaurants:
•
Comparable Restaurant Sales Growth . We consider a restaurant to be comparable during the first full fiscal 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 59 and 30 restaurants at June 25, 2019 and June 26, 2018 , respectively.
•
Average Check. Average check is calculated by dividing total restaurant sales by customer counts for a given time period. Average check is influenced by menu prices and menu mix. Management uses this indicator to analyze trends in customers’ preferences, the effectiveness of menu changes and price increases and per customer expenditures.
•
Average Unit Volume. Average unit volume, or AUV, consists of the average sales of our restaurants over a certain period of time. This measure is calculated by dividing total restaurant sales within a period by the number of restaurants operating during the relevant period. This indicator assists management in measuring changes in customer traffic, pricing and development of our concepts.
•
Customer Counts . Customer counts for Double Eagle and Grille are measured by the number of entrées ordered at our restaurants over a given time period. Barcelona and bartaco customer counts are measured by the number of customers counted in the dining room or on the patio over a given time period.
•
Restaurant-Level EBITDA and Restaurant-Level EBITDA Margin . Restaurant-level EBITDA represents Adjusted EBITDA before general and administrative costs. Adjusted EBITDA represents operating income (loss) before depreciation and amortization, plus the sum of certain non-operating expenses, including pre-opening costs, donations, lease termination costs, acquisition costs, consulting project costs, reorganization severance, impairment charges and insurance settlements. Restaurant-level EBITDA margin is the ratio of Restaurant-level EBITDA to revenues. These non-GAAP operating measures are useful to both management and investors because they represent one means of gauging the overall profitability of our recurring and controllable core restaurant operations for each segment, and all segments at a consolidated level. These measures are not, however, indicative of our overall results, nor does restaurant-level profit accrue directly to the benefit of stockholders, primarily due to the exclusion of corporate-level expenses. See Note 12 , Segment Reporting, in the notes to our consolidated financial statements for a reconciliation of restaurant-level EBITDA to operating income at a consolidated level.
Our business is subject to seasonal fluctuations. Historically, the percentage of our annual revenues earned during the first and fourth fiscal quarters has been higher due, in part, to increased gift card redemptions and increased private dining during the year-end holiday season, respectively. As many of our operating expenses have a fixed component, our operating income and operating income margin have historically varied significantly from quarter to quarter. Accordingly, results for any one quarter are not necessarily indicative of results to be expected for any other quarter or for any year.
Recent Events
On June 27, 2018 (“Acquisition Date”), we completed the acquisition of all outstanding interests in Barteca Holdings, LLC ("Barteca Acquisition"), a Delaware limited liability company, and its subsidiaries (“Barteca”) for total cash consideration of $331.2 million , which represents a purchase price of $325 million plus customary adjustments including payments for cash remaining in the business.
In connection with the completion of the Barteca Acquisition, we entered into a new credit agreement that provides for (i) senior secured term loans in an aggregate principal amount of $390.0 million (“Term Loan B”) and (ii) senior secured revolving credit commitments in an aggregate principal amount of $50.0 million (“Revolving Loan,” and, collectively with the term loans, the “2018 Credit Facility”). See Note 7 , Long-Term Debt in the notes to our condensed consolidated financial statements for information regarding our credit facility.
On August 1, 2018, we entered into an underwriting agreement with certain underwriters with respect to (i) the sale by the Company of 11,250,000 shares of the Company’s common stock, par value $0.001 per share, to the underwriters and (ii) the grant by the Company to the underwriters of an option (the “Option”) to purchase up to 1,687,500 additional shares of the Company’s common stock (together, the “Shares”). The sale of the Shares, including the exercise in full of the Option, closed on August 6, 2018. The total proceeds of $97.8 million from the public offering of common stock were used to repay a portion of Term Loan B. See Note 7 , Long-Term Debt in the notes to our condensed consolidated financial statements.
On August 27, 2018 we amended (“First Amendment”) Term Loan B (“Amended Term Loan B”). The First Amendment amends the 2018 Credit Facility, to, among other things, provide the Company with additional term loans (“Additional Term Loans”) in an aggregate principal amount of $18.0 million . The First Amendment also amended the 2018 Credit Facility to increase the interest rate applicable to the Additional Term Loans and the existing term loans outstanding under the 2018 Credit Facility to, at our

26

option, a rate per annum equal to either a LIBOR or a base rate, plus an applicable margin, which is equal to 6.00% for LIBOR rate loans and 5.00% for base rate loans. See Note 7 , Long-Term Debt in the notes to our condensed consolidated financial statements for information regarding our amended credit facility.
On September 21, 2018, we sold all of the outstanding equity interests in our Sullivan’s Steakhouse business (“Sullivan’s) to Sullivan’s Holding LLC, a Delaware limited liability company and affiliate of Romano’s Macaroni Grill, for the total gross proceeds of approximately $32 million , subject to customary adjustments for inventory and cash.
On February 26, 2019, we entered into the Joinder Agreement with JPMorgan Chase Bank, N.A., as the incremental term lender and JPMorgan Chase Bank, N.A. as the administrative agent. The Joinder Agreement provided the Company with incremental term loan commitments in a principal amount equal to $25.0 million . The Company drew the full amount of the incremental term loans on the date of the Joinder Agreement and received net proceeds of approximately $23.1 million . The Company used the net proceeds of the incremental term loans to repay a portion of the outstanding amounts under its revolving credit facility. Since the repayment does not reduce the commitments under the revolving credit facility, the transaction expanded the Company’s sources of liquidity without increasing leverage at this time. See Note 7 , Long-Term Debt in the notes to our condensed consolidated financial statements for information regarding our amended credit facility.
On June 17, 2019, we entered into an amendment (the “Second Amendment”) to the 2018 Credit Facility to increase the percentage of Projected EBITDAR Margin that may be included when determining Consolidated EBITDAR for purposes of calculating the Financial Covenant (as defined in the 2018 Credit Facility). See Note 7 , Long-Term Debt in the notes to our condensed consolidated financial statements.
On June 23, 2019, we entered into a definitive agreement to be acquired by affiliates of L Catterton, a consumer-focused private equity firm with over $15 billion of equity capital across six fund strategies in 17 offices globally. Under the terms of the agreement, affiliates of L Catterton will acquire all outstanding shares of the Company’s common stock for a total value of approximately $650 million. Company stockholders will receive $8.00 in cash per share. The Agreement and Plan of Merger, dated as of June 23, 2019, by and among the Company, Harlan Parent, Inc. and Harlan Merger Sub, Inc. was filed as an exhibit to our Current Report on Form 8-K filed with the SEC on June 24, 2019.
Change in Reporting Periods
We operate on a 52- or 53-week fiscal year ending on the last Tuesday of each December and, beginning in fiscal 2018, we changed to a fiscal quarter calendar where each quarter contains 13 weeks, other than in a 53-week year where the last quarter of the year will contain 14 weeks.
Key Financial Definitions
Detailed discussion regarding key financial definitions as they relate to our results of operations can be found in the 2018 10-K.

27

Results of Operations
The following table shows our operating results, as well as our operating results as a percentage of revenues for the periods indicated:

13 Weeks Ended
 
26 Weeks Ended
(Amounts in thousands)
June 25, 2019
 
June 26, 2018
 
June 25, 2019
 
June 26, 2018
Revenues
$
131,687

 
100.0
 %
 
$
75,718

 
100.0
 %
 
$
252,068

 
100.0
 %
 
$
149,064

 
100.0
 %
Costs and expenses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cost of sales
35,873

 
27.2

 
21,537

 
28.4

 
69,165

 
27.4

 
42,754

 
28.7

Restaurant operating expenses (excluding depreciation and amortization shown separately below)
65,261

 
49.6

 
36,337

 
48.0

 
127,399

 
50.5

 
72,558

 
48.7

Marketing and advertising costs
2,260

 
1.7

 
1,666

 
2.2

 
4,512

 
1.8

 
3,196

 
2.1

Pre-opening costs
1,301

 
1.0

 
1,403

 
1.9

 
4,050

 
1.6

 
2,549

 
1.7

General and administrative costs
17,117

 
13.0

 
7,988

 
10.5

 
33,489

 
13.3

 
15,778

 
10.6

Donations
163

 
0.1

 
16

 
—

 
195

 
0.1

 
58

 
—

Consulting project costs
3,450

 
2.6

 
621

 
0.8

 
7,954

 
3.2

 
854

 
0.6

Acquisition costs
—

 
—

 
4,338.0

 
5.7

 
—

 
—

 
4,946

 
3.3

Reorganization severance
480

 
0.4

 
—

 
—

 
777

 
0.3

 
113

 
0.1

Lease termination and closing costs
(1,754
)
 
(1.3
)
 
589

 
0.8

 
1,154

 
0.5

 
591

 
0.4

Depreciation and amortization
8,144

 
6.2

 
4,237

 
5.6

 
15,795

 
6.3

 
8,372

 
5.6

Total costs and expenses
132,295

 
100.5

 
78,732

 
104.0

 
264,490

 
104.9

 
151,769

 
101.8

Operating loss
(608
)
 
(0.5
)
 
(3,014
)
 
(4.0
)
 
(12,422
)
 
(4.9
)
 
(2,705
)
 
(1.8
)
Other income (expense), net:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest, net of capitalized interest
(8,409
)
 
(6.4
)
 
(510
)
 
(0.7
)
 
(16,129
)
 
(6.4
)
 
(814
)
 
(0.5
)
Other  
(32
)
 
—

 
(50
)
 
(0.1
)
 
(19
)
 
—

 
(49
)
 
—

Loss before income taxes
(9,049
)
 
(6.9
)
 
(3,574
)
 
(4.7
)
 
(28,570
)
 
(11.3
)
 
(3,568
)
 
(2.4
)
Income tax benefit
(2,651
)
 
(2.0
)
 
(2,182
)
 
(2.9
)
 
(3,845
)
 
(1.5
)
 
(2,181
)
 
(1.5
)
Loss from continuing operations
(6,398
)
 
(4.9
)
 
(1,392
)
 
(1.8
)
 
(24,725
)
 
(9.8
)
 
(1,387
)
 
(0.9
)
(Loss) income from discontinued operations, net of tax (1)
—

 
—

 
(170
)
 
(0.2
)
 
—

 
—

 
225

 
0.2

Net loss
$
(6,398
)
 
(4.9
)%
 
$
(1,562
)
 
(2.1
)%
 
$
(24,725
)
 
(9.8
)%
 
$
(1,162
)
 
(0.8
)%
(1)
Discontinued operations represent the sale of Sullivan's. See Note 3 , Dispositions in the in the notes to our condensed consolidated financial statements for information regarding discontinued operations.

28

13 Weeks Ended June 25, 2019 Compared to the 13 Weeks Ended June 26, 2018
The following tables show our operating results (in thousands) by segment and on a consolidated basis, as well as our operating results as a percentage of revenues, for the second quarter of 2019 (13 weeks) and 2018 (13 weeks). The tables below include Restaurant-level EBITDA, a non-GAAP measure. See Note 12 , Segment Reporting in the notes to our condensed consolidated financial statements for additional information on this metric, including a reconciliation to operating income, the most directly comparable GAAP measure.

13 Weeks Ended June 25, 2019

Double Eagle
 
Barcelona
 
bartaco
 
Grille
 
Consolidated
Revenues
$
49,423

 
100.0
%
 
$
21,096

 
100.0
%
 
$
28,227

 
100.0
%
 
$
32,941

 
100.0
%
 
$
131,687

 
100.0
%
Costs and expenses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cost of sales
14,412

 
29.2

 
5,612

 
26.6

 
6,742

 
23.9

 
9,107

 
27.6

 
35,873

 
27.2

Restaurant operating expenses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Labor
12,056

 
24.4

 
6,378

 
30.2

 
9,257

 
32.8

 
10,337

 
31.4

 
38,028

 
28.9

Operating expenses
5,866

 
11.9

 
2,632

 
12.5

 
3,648

 
12.9

 
4,751

 
14.4

 
16,897

 
12.8

Occupancy
4,292

 
8.7

 
1,040

 
4.9

 
1,571

 
5.6

 
3,433

 
10.4

 
10,336

 
7.8

Restaurant operating expenses
22,214

 
44.9

 
10,050

 
47.6

 
14,476

 
51.3

 
18,521

 
56.2

 
65,261

 
49.6

Marketing and advertising costs
1,292

 
2.6

 
226

 
1.1

 
108

 
0.4

 
634

 
1.9

 
2,260

 
1.7

Restaurant-level EBITDA
$
11,505

 
23.3
%
 
$
5,208

 
24.7
%
 
$
6,901

 
24.4
%
 
$
4,679

 
14.2
%
 
$
28,293

 
21.5
%

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Restaurant operating weeks
208

 
 
 
221

 
 

 
270

 
 

 
312

 
 
 
1,011

 
 
Average weekly volume
$
238

 
 
 
$
95

 
 

 
$
105

 
 

 
$
106

 
 
 
$
130

 
 

13 Weeks Ended June 26, 2018

Double Eagle
 
Barcelona
 
bartaco
 
Grille
 
Consolidated
Revenues
$
43,471

 
100.0
%
 
$
—

 
—
%
 
$
—

 
—
%
 
$
32,247

 
100.0
%
 
$
75,718

 
100.0
%
Costs and expenses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cost of sales
12,780

 
29.4

 
—

 
—

 
—

 
—

 
8,757

 
27.2

 
21,537

 
28.4

Restaurant operating expenses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Labor
9,986

 
23.0

 
—

 
—

 
—

 
—

 
10,199

 
31.6

 
20,185

 
26.7

Operating expenses
5,011

 
11.5

 
—

 
—

 
—

 
—

 
4,395

 
13.6

 
9,406

 
12.4

Occupancy
3,545

 
8.2

 
—

 
—

 
—

 
—

 
3,201

 
9.9

 
6,746

 
8.9

Restaurant operating expenses
18,542

 
42.7

 
—

 
—

 
—

 
—

 
17,795

 
55.2

 
36,337

 
48.0

Marketing and advertising costs
1,019

 
2.3

 
—

 
—

 
—

 
—

 
647

 
2.0

 
1,666

 
2.2

Restaurant-level EBITDA
$
11,130

 
25.6
%
 
$
—

 
—
%
 
$
—

 
—
%
 
$
5,048

 
15.7
%
 
$
16,178

 
21.4
%

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Restaurant operating weeks
169

 
 
 
—

 
 

 
—

 
 

 
316

 
 
 
485

 
 
Average weekly volume
$
257

 
 
 
$
—

 
 

 
$
—

 
 

 
$
102

 
 
 
$
156

 
 


29

Revenues. Consolidated revenues increased $56.0 million , or 73.9% , to $131.7 million in the second quarter of 2019 from $75.7 million million in the second quarter of 2018. This increase was primarily due to 526 net additional operating weeks in the second quarter of 2019, primarily as a result of the Barteca Acquisition, coupled with fifteen new restaurant openings over the past four quarters, four Double Eagle restaurants at Back Bay in Boston, Massachusetts, Atlanta, Georgia, San Diego, California and Century City, California, two Barcelona restaurants in Charlotte and Raleigh, North Carolina, five bartaco restaurants in North Hills, North Carolina, Fort Point, Massachusetts, Dallas, Texas, King of Prussia, Pennsylvania and Deerfield, Illinois and two Grille restaurants in Philadelphia, Pennsylvania and Fort Lauderdale, Florida. This increase was partially offset by the closure of the Chicago, Illinois Double Eagle. Comparable restaurant sales increased 0.5% in the second quarter of 2019, comprised of a 1.7% increase in average check, partially offset by a 1.2%   decrease in customer counts. Excluding the Barcelona and bartaco brands, comparable restaurant sales decreased 1.2% in the second quarter of 2019, comprised of a 6.6% decrease in customer counts, partially offset by a 5.4% increase in average check.
Double Eagle revenues increased $6.0 million , or 13.7% , to $49.4 million in the second quarter of 2019 from $43.5 million in the second quarter of 2018. This increase was primarily due to 39 additional operating weeks in the second quarter of 2019, primarily due to opening four Double Eagle restaurants, as described above. This increase was partially offset by the closure of the Chicago, Illinois Double Eagle restaurant and a decrease in comparable restaurant sales. Comparable restaurant sales decreased by 1.5% , comprised of a 3.7% decrease in customer counts, partially offset by a  2.2%   increase in average check. Sales transfer from our Boston Seaport, Massachusetts Double Eagle restaurant to our new restaurant opening in Back Bay in Boston, Massachusetts, partially accounted for the decrease in comparable restaurant sales.
Barcelona revenues were $21.1 million during the second quarter of 2019. We opened the Raleigh, North Carolina Barcelona restaurant during the second quarter of 2019. Comparable restaurant sales increased by 2.4% , comprised of a 4.9% increase in customer counts, partially offset by a 2.5%   decrease in average check.
bartaco revenues were $28.2 million during the second quarter of 2019. We opened the Deerfield, Illinois bartaco restaurant during the second quarter of 2019. Comparable restaurant sales increased by 5.5% , comprised of a 3.3% increase in customer counts and a  2.2%   increase in average check.
Grille revenues increased $0.7 million , or 2.2% , to $32.9 million in the second quarter of 2019 from $32.2 million in the second quarter of 2018. This increase was primarily due to openings of two Grille restaurants in Philadelphia, Pennsylvania and Fort Lauderdale, Florida, as described above, partially offset by a decrease in comparable restaurant sales. Comparable restaurant sales decreased by  0.6% , comprised of a 8.3% decrease in customer counts, partially offset by a 7.7% increase in average check. 
Cost of Sales . Consolidated cost of sales increased $14.3 million , or 66.6% , to $35.9 million in the second quarter of 2019 from $21.2 million in the second quarter of 2018. This increase was primarily due to 526 net additional operating weeks in the second quarter of 2019, primarily due to the Barteca Acquisition, as discussed above. As a percentage of consolidated revenues, consolidated cost of sales decreased to 27.2% during the second quarter of 2019 from 28.4% in the second quarter of 2018.
As a percentage of revenues, Double Eagle cost of sales  decreased to   29.2% during the second quarter of 2019 from 29.4%  in the second quarter of 2018. This decrease in cost of sales, as a percentage of revenues, was primarily due to lower beef, seafood and wine costs, partially offset by higher liquor costs.
As a percentage of revenues, Barcelona cost of sales was 26.6% during the second quarter of 2019.
As a percentage of revenues, bartaco cost of sales was 23.9% during the second quarter of 2019.
As a percentage of revenues, Grille cost of sales increased to 27.6% for the second quarter of 2019 from 27.2% in the second quarter of 2018. This increase in cost of sales, as a percentage of revenues, was primarily due to higher liquor costs, partially offset by lower beef and wine costs.
Restaurant Operating Expenses. Consolidated restaurant operating expenses increased $28.9 million , or 79.6% , to $65.3 million in the second quarter of 2019 from $36.3 million in the second quarter of 2018. This increase was primarily due to 526 net additional operating weeks in the second quarter of 2019, primarily due to the Barteca Acquisition, as discussed above. As a percentage of consolidated revenues, consolidated restaurant operating expenses increased to 49.6% in the second quarter of 2019 from 48.0% in the second quarter of 2018.
As a percentage of revenues, Double Eagle restaurant operating expenses increased to 44.9% during the second quarter of 2019 from 42.7% during the second quarter of 2018. This increase was primarily due to inefficiencies from new restaurant openings and investments in elevating consumer touchpoints that impact restaurant operating expenses.
As a percentage of revenues, Barcelona restaurant operating expenses were 47.6% during the second quarter of 2019.

30

As a percentage of revenues, bartaco restaurant operating expenses were 51.3% during the second quarter of 2019.
As a percentage of revenues, Grille restaurant operating expenses increased to 56.2% during the second quarter of 2019 from 55.2% in the second quarter of 2018. This increase in restaurant operating expenses, as a percentage of revenues, was primarily due to higher occupancy and other restaurant operating costs, partially offset by lower labor and benefits costs.
Marketing and Advertising Costs . Consolidated marketing and advertising costs increased by $0.6 million to $2.3 million in the second quarter of 2019 compared to $1.7 million in the second quarter of 2018. As a percentage of consolidated revenues, consolidated marketing and advertising costs decreased to 1.7% in the second quarter of 2019 compared to 2.2% during the second quarter of 2018.
As a percentage of revenues, Double Eagle marketing and advertising costs increased to 2.6% during the second quarter of 2019 from 2.3% in the second quarter of 2018. Marketing and advertising costs, as a percentage of revenues increased primarily due to higher digital media and local advertising costs.
As a percentage of revenues, Barcelona marketing and advertising costs were 1.1% during the second quarter of 2019.
As a percentage of revenues, bartaco marketing and advertising costs were 0.4% during the second quarter of 2019.
As a percentage of revenues, Grille marketing and advertising costs decreased to 1.9% during the second quarter of 2019 compared to 2.0% in the second quarter of 2018. Marketing and advertising costs, as a percentage of revenues decreased primarily due to lower digital media and local advertising costs.
Pre-opening Costs . Pre-opening costs decreased $0.1 million to $1.3 million in the second quarter of 2019 from $1.4 million in the second quarter of 2018 due primarily to the timing of new restaurants under construction versus the prior year comparable period. Pre-opening costs include non-cash straight line rent, which is incurred during construction and can precede a restaurant opening by four to six months.
General and Administrative Costs . General and administrative costs increased to $17.1 million in the second quarter of 2019 from $8.0 million in the second quarter of 2018. As a percentage of revenues, general and administrative costs increased to   13.0% in the second quarter of 2019 compared to 10.5% during the second quarter of 2018. This increase was primarily related to the additional operating weeks during the second quarter of 2019 due to the Barteca Acquisition, as described above, and additional compensation and other costs related to an increase in the number of restaurant support center and regional management-level personnel to support recent and anticipated growth. As we are able to leverage these investments made in our people and systems, and execute synergies resulting from the Barteca acquisition, we expect these expenses to decrease as a percentage of total revenues over time.
Consulting Project Costs . Consulting project costs were $3.5 million in the second quarter of 2019. These costs are primarily related to the Enterprise resource planning system ("ERP"), and we expect these costs to continue during fiscal 2019. Consulting project costs were $0.6 million in the second quarter of 2018 and were primarily related to the ERP.
Acquisition Costs.  We had no acquisition costs in the second quarter of 2019. Acquisition costs were $4.3 million in the second quarter of 2018 and were primarily related to the Barteca Acquisition.
Reorganization Severance . Reorganization severance costs were $0.5 million in the second quarter of 2019. These costs are primarily related to the costs associated with replacing certain employees as a part of strategic initiatives effected by our executive leadership team. We had no reorganization severance costs in the second quarter of 2018.
Lease Termination and Closing Costs . During the second quarter of 2019, we incurred approximately $1.8 million in credits, primarily due to rent liability relief related to closure of the Chicago, Illinois Double Eagle. We incurred $0.6 million in such charges in the second quarter of 2018.
Depreciation and Amortization . Depreciation and amortization increased $3.9 million , or 92.2% to $8.1 million in the second quarter of 2019 from $4.2 million in the second quarter of 2018. The increase in depreciation and amortization expense was primarily the result of the Barteca Acquisition, coupled with the twelve new restaurant openings over the past four quarters, as described above, as well as for existing restaurants that were remodeled during fiscal 2019 and 2018.
Income Tax Expense.  The effective income tax rate for the second quarter of 2019 had a rate of 29.3% compared to  61.1% for the second quarter of 2018. The factors causing the effective tax rates to vary from the federal statutory rate of 21% were primarily due to the change to the valuation allowance, the effect of certain permanent differences and the impact of the FICA tip deduction addback. See Note 10 Income Taxes to our condensed consolidated financial statements included elsewhere in this Quarterly Report for further discussion on income taxes.

31

Discontinued Operations. During the second quarter of 2019 we had no activities from discontinued operations. During the second quarter of 2018 we had a loss of $0.2 million , net of tax, from discontinued operations. See Note 3 , Dispositions in the notes to our condensed consolidated financial statements for information regarding discontinued operations.

32

26 Weeks Ended June 25, 2019 Compared to the 26 Weeks Ended June 26, 2018
The following tables show our operating results (in thousands) by segment and on a consolidated basis, as well as our operating results as a percentage of revenues, for the first two quarters of 2019 (26 weeks) and 2018 (26 weeks). The tables below include Restaurant-level EBITDA, a non-GAAP measure. See Note 12 , Segment Reporting in the notes to our condensed consolidated financial statements for additional information on this metric, including a reconciliation to operating income, the most directly comparable GAAP measure.

26 Weeks Ended June 25, 2019

Double Eagle
 
Barcelona
 
bartaco
 
Grille
 
Consolidated
Revenues
$
99,398

 
100.0
%
 
$
38,287

 
100.0
%
 
$
49,109

 
100.0
%
 
$
65,274

 
100.0
%
 
$
252,068

 
100.0
%
Costs and expenses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cost of sales
29,306

 
29.5

 
10,249

 
26.8

 
11,640

 
23.7

 
17,970

 
27.5

 
69,165

 
27.4

Restaurant operating expenses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Labor
25,452

 
25.6

 
11,964

 
31.2

 
16,444

 
33.5

 
20,699

 
31.7

 
74,559

 
29.6

Operating expenses
11,752

 
11.8

 
4,937

 
12.9

 
6,659

 
13.6

 
9,350

 
14.3

 
32,698

 
13.0

Occupancy
8,326

 
8.4

 
2,033

 
5.3

 
2,887

 
5.9

 
6,896

 
10.6

 
20,142

 
8.0

Restaurant operating expenses
45,530

 
45.8

 
18,934

 
49.5

 
25,990

 
52.9

 
36,945

 
56.6

 
127,399

 
50.5

Marketing and advertising costs
2,632

 
2.6

 
429

 
1.1

 
163

 
0.3

 
1,288

 
2.0

 
4,512

 
1.8

Restaurant-level EBITDA
$
21,930

 
22.1
%
 
$
8,675

 
22.7
%
 
$
11,316

 
23.0
%
 
$
9,071

 
13.9
%
 
$
50,992

 
20.2
%

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Restaurant operating weeks
411

 
 
 
425

 
 

 
514

 
 

 
624

 
 
 
1,974

 
 
Average weekly volume
$
242

 
 
 
$
90

 
 

 
$
96

 
 

 
$
105

 
 
 
$
128

 
 

26 Weeks Ended June 26, 2018

Double Eagle
 
Barcelona
 
bartaco
 
Grille
 
Consolidated
Revenues
$
87,425

 
100.0
%
 
$
—

 
—
%
 
$
—

 
—
%
 
$
61,639

 
100.0
%
 
$
149,064

 
100.0
%
Costs and expenses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cost of sales
25,948

 
29.7

 
—

 
—

 
—

 
—

 
16,806

 
27.3

 
42,754

 
28.7

Restaurant operating expenses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Labor
20,353

 
23.3

 
—

 
—

 
—

 
—

 
20,012

 
32.5

 
40,365

 
27.1

Operating expenses
9,881

 
11.3

 
—

 
—

 
—

 
—

 
8,566

 
13.9

 
18,447

 
12.4

Occupancy
7,153

 
8.2

 
—

 
—

 
—

 
—

 
6,593

 
10.7

 
13,746

 
9.2

Restaurant operating expenses
37,387

 
42.8

 
—

 
—

 
—

 
—

 
35,171

 
57.1

 
72,558

 
48.7

Marketing and advertising costs
1,914

 
2.2

 
—

 
—

 
—

 
—

 
1,282

 
2.1

 
3,196

 
2.1

Restaurant-level EBITDA
$
22,176

 
25.4
%
 
$
—

 
—
%
 
$
—

 
—
%
 
$
8,380

 
13.6
%
 
$
30,556

 
20.5
%

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Restaurant operating weeks
338

 
 
 
—

 
 

 
—

 
 

 
638

 
 
 
976

 
 
Average weekly volume
$
259

 
 
 
$
—

 
 

 
$
—

 
 

 
$
97

 
 
 
$
153

 
 


33

Revenues. Consolidated revenues increased $103.0 million , or 69.1% , to $252.1 million in the first two quarters of 2019 from $149.1 million in the first two quarters of 2018 . This increase was primarily due to 998 net additional operating weeks in the first two quarters of 2019 , primarily as a result of the Barteca Acquisition, coupled with fifteen new restaurant openings over the past four quarters, four Double Eagle restaurants at Back Bay in Boston, Massachusetts, Atlanta, Georgia, San Diego, California and Century City, California, two Barcelona restaurants in Charlotte and Raleigh, North Carolina, five bartaco restaurants in North Hills, North Carolina, Fort Point, Massachusetts, Dallas, Texas, King of Prussia, Pennsylvania and Deerfield, Illinois, and two Grille restaurants in Philadelphia, Pennsylvania and Fort Lauderdale, Florida. This increase was partially offset by the closure of the Chicago, Illinois Double Eagle. Comparable restaurant sales increased 0.8% in the first two quarters of 2019 , comprised of a 1.7% increase in average check, partially offset by a 0.9%   decrease in customer counts. Excluding Barcelona and bartaco brands, comparable restaurant sales decreased 0.7% in the first two quarters of 2019 , comprised of a 5.7% decrease in customer counts, partially offset by a 5.0% increase in average check.
Double Eagle revenues increased $12.0 million , or 13.7% , to $99.4 million in the first two quarters of 2019 from $87.4 million in the first two quarters of 2018 . This increase was primarily due to 73 additional operating weeks in the first two quarters of 2019 , primarily due to opening four Double Eagle restaurants, as described above. This increase was partially offset by a decrease in comparable restaurants and the closure of the Chicago, Illinois Double Eagle. Comparable restaurant sales decreased by 0.9% , comprised of a 2.6% decrease in customer counts, partially offset by a  1.7%   increase in average check. Sales transfer from our Boston Seaport, Massachusetts Double Eagle restaurant to our new restaurant opening in Back Bay in Boston, Massachusetts, partially accounted for the decrease in comparable restaurant sales.
Barcelona revenues were $38.3 million the first two quarters of 2019 . We opened the Charlotte and Raleigh, North Carolina Barcelona restaurants during the first two quarters of 2019. Comparable restaurant sales increased by 2.8% , comprised of a 4.3% increase in customer counts and a 1.5%   decrease in average check.
bartaco revenues were $49.1 million the first two quarters of 2019 . We opened the Madison, Wisconsin, King of Prussia, Pennsylvania and Deerfield, Illinois bartaco restaurants during the first two quarters of 2019. Comparable restaurant sales increased by 6.0% , comprised of a 4.2% increase in customer counts and a  1.8%   increase in average check.
Grille revenues increased $3.6 million , or 5.9% , to $65.3 million in the first two quarters of 2019 from $61.6 million in the first two quarters of 2018 . This increase was primarily due to openings of two Grille restaurants in Philadelphia, Pennsylvania and Fort Lauderdale, Florida, as described above, coupled with an increase in comparable restaurant sales. Comparable restaurant sales decreased by  0.2% , comprised of a 7.4% increase in average check, partially offset by a 7.6% decrease in customer counts. 
Cost of Sales . Consolidated cost of sales increased $26.4 million , or 61.8% , to $69.2 million in the first two quarters of 2019 from $42.8 million in the first two quarters of 2018 . This increase was primarily due to 998 net additional operating weeks in the first two quarters of 2019 , primarily due to the Barteca Acquisition, as discussed above. As a percentage of consolidated revenues, consolidated cost of sales decreased to 27.4% during the first two quarters of 2019 from 28.7% in the first two quarters of 2018 .
As a percentage of revenues, Double Eagle cost of sales  decreased to   29.5% during the first two quarters of 2019 compared to 29.7%  in the first two quarters of 2018 . This decrease in cost of sales, as a percentage of revenues, was primarily due to lower beef, seafood and wine costs, partially offset by higher liquor costs.
As a percentage of revenues, Barcelona cost of sales was 26.8% during the first two quarters of 2019 .
As a percentage of revenues, bartaco cost of sales was 23.7% during the first two quarters of 2019 .
As a percentage of revenues, Grille cost of sales increased to 27.5% for the first two quarters of 2019 from 27.3% in the first two quarters of 2018 . This increase in cost of sales, as a percentage of revenues, was primarily due to higher liquor costs, partially offset by lower beef and wine costs.
Restaurant Operating Expenses. Consolidated restaurant operating expenses increased $54.8 million , or 75.6% , to $127.4 million in the first two quarters of 2019 from $72.6 million in the first two quarters of 2018 . This increase was primarily due to 998 net additional operating weeks in the first two quarters of 2019 , primarily due to the Barteca Acquisition, as discussed above. As a percentage of consolidated revenues, consolidated restaurant operating expenses increased to 50.5% in the first two quarters of 2019 from 48.7% in the first two quarters of 2018 .
As a percentage of revenues, Double Eagle restaurant operating expenses increased to 45.8% during the first two quarters of 2019 from 42.8% during the first two quarters of 2018 . This increase was primarily due to inefficiencies from new restaurant openings and investments in elevating consumer touchpoints that impact restaurant operating expenses.
As a percentage of revenues, Barcelona restaurant operating expenses were 49.5% during the first two quarters of 2019 .

34

As a percentage of revenues, bartaco restaurant operating expenses were 52.9% during the first two quarters of 2019 .
As a percentage of revenues, Grille restaurant operating expenses decreased to 56.6% during the first two quarters of 2019 compared to 57.1% in the first two quarters of 2018 . This decrease was primarily due to closing three poor performing locations in 2018, strong new restaurant openings, lower labor and benefits and occupancy costs, partially offset by higher other restaurant operating costs.
Marketing and Advertising Costs . Consolidated marketing and advertising costs increased by $1.3 million to $4.5 million in the first two quarters of 2019  compared to $3.2 million in the first two quarters of 2018 . As a percentage of consolidated revenues, consolidated marketing and advertising costs decreased to 1.8% in the first two quarters of 2019 compared to 2.1% during the first two quarters of 2018 .
As a percentage of revenues, Double Eagle marketing and advertising costs increased to 2.6% during the first two quarters of 2019 from 2.2% in the first two quarters of 2018 . Marketing and advertising costs, as a percentage of revenues increased primarily due to higher digital media, partially offset by lower local advertising costs.
As a percentage of revenues, Barcelona marketing and advertising costs were 1.1% during the first two quarters of 2019 .
As a percentage of revenues, bartaco marketing and advertising costs were 0.3% during the first two quarters of 2019 .
As a percentage of revenues, Grille marketing and advertising costs decreased to 2.0% during the first two quarters of 2019 compared to 2.1% in the first two quarters of 2018 . Marketing and advertising costs, as a percentage of revenues decreased primarily due to lower digital media and local advertising costs. 
Pre-opening Costs . Pre-opening costs increased $1.6 million to $4.1 million in the first two quarters of 2019 from $2.5 million in the first two quarters of 2018 due primarily to the timing of new restaurants under construction versus the prior year comparable period. Pre-opening costs include non-cash straight line rent, which is incurred during construction and can precede a restaurant opening by four to six months.
General and Administrative Costs . General and administrative costs increased to $33.5 million in the first two quarters of 2019  from $15.8 million in the first two quarters of 2018 . As a percentage of revenues, general and administrative costs increased to   13.3% in the first two quarters of 2019 compared to 10.6% during the first two quarters of 2018 . This increase was primarily related to the additional operating weeks during the first two quarters of 2019 due to the Barteca Acquisition, as described above, and additional compensation and other costs related to an increase in the number of restaurant support center and regional management-level personnel to support recent and anticipated growth. As we are able to leverage these investments made in our people and systems, and execute synergies resulting from the Barteca acquisition, we expect these expenses to decrease as a percentage of total revenues over time.
Consulting Project Costs . Consulting project costs were $8.0 million in the first two quarters of 2019 . These costs are primarily related to the ERP, and we expect these costs to continue during fiscal 2019 . Consulting project costs were $0.9 million in the first two quarters of 2018 and were primarily related to the ERP.
Acquisition Costs.  We had no acquisition costs in the first two quarters of 2019 . Acquisition costs were $4.9 million in the first two quarters of 2018 and were primarily related to the Barteca Acquisition.
Reorganization Severance . Reorganization severance costs were $0.8 million in the first two quarters of 2019 . These costs are primarily related to the costs associated with replacing certain employees as a part of strategic initiatives effected by our executive leadership team. Reorganization severance costs were $0.1 million in the first two quarters of 2018 and were primarily related to the costs associated with replacing certain employees as a part of strategic initiatives effected by our executive leadership team.
Lease Termination and Closing Costs . During the first two quarters of 2019 , we incurred approximately $1.2 million in charges, primarily related to closure of the Chicago, Illinois Double Eagle. We incurred approximately $0.6 million of such charges in the first two quarters of 2018 , related to the closure of Little Rock, Arkansas and Stamford, Connecticut Grille restaurants.
Depreciation and Amortization . Depreciation and amortization increased $7.4 million , or 88.7% , to $15.8 million in the first two quarters of 2019 from $8.4 million in the first two quarters of 2018 . The increase in depreciation and amortization expense was primarily the result of the Barteca Acquisition, coupled with the fifteen new restaurant openings over the past four quarters, as described above, as well as for existing restaurants that were remodeled during fiscal 2019 and  2018 .
Income Tax Expense.  The effective income tax rate for the first two quarters of 2019 had a rate of 13.5% compared to  61.1% for the first two quarters of 2018 . The factors causing the effective tax rates to vary from the federal statutory rate of 21% were primarily due to the change to the valuation allowance, the effect of certain permanent differences and the impact of the FICA tip

35

deduction addback. See Note 10 , Income Taxes to our condensed consolidated financial statements included elsewhere in this Quarterly Report for further discussion on income taxes.
Discontinued Operations. During the  second quarter of 2019 we had no activities from discontinued operations. During the first two quarters of 2018 we had an income of $0.2 million , net of tax, from discontinued operations. See Note 3 , Dispositions in the notes to our condensed consolidated financial statements for information regarding discontinued operations.
Liquidity and Capital Resources
Our principal liquidity requirements are our lease obligations and capital expenditure needs. We expect to finance our operations for at least the next several years, including costs of opening currently planned new restaurants, through cash provided by operations, public offerings of securities and borrowings available under our new senior secured revolving credit commitments and loans under our existing credit agreement. However, we cannot be sure that these sources will be sufficient to finance our operations, and we may seek additional financing in the future. As of June 25, 2019 , we had cash and cash equivalents of approximately $ 10.7 million .
Our operations have not required significant working capital and, like many restaurant companies, we may at times have negative working capital. Revenues are received primarily by credit card, and restaurant operations do not require significant receivables or inventories, other than our wine inventory. In addition, we receive trade credit for the purchase of food, beverages and supplies, thereby reducing the need for incremental working capital to support growth.
The following table presents a summary of our cash flows: ໿

26 Weeks Ended
(Amounts in thousands)
June 25, 2019
 
June 26, 2018
Net cash provided by operating activities
$
1,197

 
$
8,302

Net cash used in investing activities
(27,655
)
 
(32,509
)
Net cash provided by financing activities
28,594

 
20,510

Net change in cash and cash equivalents
$
2,136

 
$
(3,697
)
Operating Activities . Net cash flows provided by operating activities decreased by $7.1 million during the first two quarters of 2019 as compared to the first two quarters of 2018 , primarily due to a $23.6 million decrease in net income, a $1.2 million decrease in income taxes and a $1.1 million decrease in accounts payable, partially offset by a $4.3 million increase in lease incentives receivable, a $3.5 million increase in prepaid expenses, a $2.0 million increase in other liabilities, a $1.7 million increase in deferred taxes, and a $1.2 million increase in deferred revenue.
Investing Activities . Net cash used in investing activities for the first two quarters of 2019 was $ 27.7 million , primarily consisting of $27.9 million for the purchases of property and equipment primarily related to construction of one Double Eagle restaurant, two Barcelona restaurant and three bartaco restaurants, and remodel activity of existing restaurants. Net cash used in investing activities for the first two quarters of 2018 was $ 32.5 million , consisting of purchases of property and equipment primarily related to construction of four Double Eagle restaurants and three Grille restaurants and remodel activity of existing restaurants.
Financing Activities . Net cash provided by financing activities for the first two quarters of 2019 was $ 28.6 million , which was primarily due to $74.3 million in proceeds from borrowings, partially offset by $42.6 million in payments on borrowings and $2.0 million payment of debt issuance costs. Net cash used in financing activities for the first two quarters of 2018  was $ 20.5 million , which was primarily due to $16.5 million in proceeds from borrowings and $4.7 million in cash overdraft.
Capital Expenditures . We typically target an average cash investment of approximately $8.0 million to $9.0 million for a new Double Eagle, $3.1 million to $3.5 million for a new Barcelona, $2.5 million to $3.0 million for a new bartaco, and $5.0 million to $6.0 million for a new Grille. These capital expenditures will primarily be funded by cash flows from operations and, if necessary, by the use of our 2018 Credit Facility, depending upon the timing of expenditures.
Credit Facility and Loan on Deferred Compensation Plan .  See Note 7 , Long-Term Debt in the notes to our condensed consolidated financial statements for information regarding our credit facility and the loan on our deferred compensation plan.
We believe that net cash provided by operating activities and available borrowings under our credit facility will be sufficient to fund currently anticipated working capital, planned capital expenditures and debt service requirements for the next 24 months. We regularly review acquisitions and other strategic opportunities, which may require additional debt or equity financing.

36

On June 27, 2018, we completed the acquisition of Barteca Holdings. In connection with the completion of the Barteca Acquisition, we entered into a new credit agreement that provides for (i) senior secured term loans in an aggregate principal amount of $390.0 million (“Term Loan B”) and (ii) senior secured revolving credit commitments in an aggregate principal amount of $50.0 million (“Revolving Loan,” and, collectively with the term loans, the “2018 Credit Facility”). See Note 7 , Long-Term Debt in the notes to our condensed consolidated financial statements for information regarding our credit facility.
On August 6, 2018, we received $97.8 million of proceeds from a public offering of common stock that were used to repay a portion of the $390.0 million of the Term Loan B pursuant to an existing prepayment option.
On August 27, 2018 we amended ("The First Amendment") Term Loan B ("Amended Term Loan B"). The First Amendment amends the 2018 Credit Facility, to, among other things, completely re-syndicated the Amended Term Loan B, and provided the Company with additional term loans ("Additional Term Loans") in an aggregate principal amount of $18.0 million . The First Amendment also amended the 2018 Credit Facility to increase the interest rate applicable to the Additional Term Loans and the existing term loans outstanding under the 2018 Credit Facility to, at our option, a rate per annum equal to either a LIBOR or ABR rate, plus an applicable margin, which is equal to 6.00% for LIBOR loans and 5.00% for ABR loans.
On February 26, 2019, we entered into the Joinder Agreement with JPMorgan Chase Bank, N.A., as the incremental term lender and JPMorgan Chase Bank, N.A. as the administrative agent. The Joinder Agreement provided the Company with incremental term loan commitments in a principal amount equal to $25.0 million . The Company drew the full amount of the incremental term loans on the date of the Joinder Agreement and received net proceeds of approximately $23.1 million . The Company used the net proceeds of the incremental term loans to repay a portion of the outstanding amounts under the 2018 Credit Facility. Since the repayment does not reduce the commitments under the 2018 Credit Facility, the transaction expanded the Company’s sources of liquidity without increasing leverage at this time.
On June 17, 2019, we entered into an amendment (The “Second Amendment”) to the existing credit agreement dated as of June 27, 2018. The Second Amendment amends the definition of “Consolidated EBITDAR” within the Credit Agreement to increase the percentage of Projected EBITDAR Margin that may be included when determining Consolidated EBITDAR for purposes of calculating the Financial Covenant.
Contractual Obligations
The following table summarizes our contractual obligations as of June 25, 2019 :
(Amounts in thousands)
 
Total
 
2019
 
2020-2021
 
2022-2023
 
2024 and beyond
Operating leases (1)
 
$
531,327

 
$
13,633

 
$
68,314

 
$
69,571

 
$
379,809

Finance leases (1)
 
15,491

 
$
519

 
$
2,592

 
$
2,682

 
$
9,698

Long term debt — including current portion (2)
 
368,380

 
1,676

 
6,704

 
6,704

 
353,296

Interest on long-term debt (3)
 
167,560

 
13,538

 
53,921

 
53,550

 
46,551

Total
 
$
1,082,758

 
$
29,366

 
$
131,531

 
$
132,507

 
$
789,354

(1)
Includes all arrangements for operating and finance leases. Includes imputed interest of $306.0 million over the life of operating leases and imputed interest of $7.3 million over the life of finance leases. See Note 8 , Leases to our condensed consolidated financial statements included elsewhere in this Quarterly Report for further discussion on operating and finance leases.
(2)
Payments are shown at principal amount. See Note 7 , Long-Term Debt to our condensed consolidated financial statements included elsewhere in this Quarterly Report for further discussion on long-term debt.
(3)
See Note 7 , Long-Term Debt to our condensed consolidated financial statements included elsewhere in this Quarterly Report for further discussion on long-term debt. Amounts shown reflect variable interest rates in effect at June 25, 2019 .
Off-Balance Sheet Arrangements
At June 25, 2019 and December 25, 2018 , we did not have any material off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K.
Critical Accounting Policies
Except for our accounting policies impacted by our adoption of ASU 2016-02 Leases , there have been no material changes to the critical accounting policies from what was previously reported in the 2018 10-K. The effects of new accounting pronouncements are discussed in Note 1 ,  Business and Basis Of Presentation in the notes to our condensed consolidated financial statements.

37

Item 3.    Quantitative and Qualitative Disclosures About Market Risk
Interest Rate Risk
We are exposed to market risk from fluctuations in interest rates. For fixed rate debt, including borrowings against our deferred compensation investments, interest rate changes affect the fair market value of the debt but do not impact earnings or cash flows. Conversely for variable rate debt, including borrowings available under our amended credit facility, interest rate changes generally do not affect the fair market value of the debt, but do impact future earnings and cash flows, assuming other factors are held constant. As of June 25, 2019 , there was  $354.1 million  of outstanding borrowings on the Company’s long-term debt. Holding other variables constant, a hypothetical immediate one percentage point change in interest rates would be expected to have an impact on pre-tax earnings and cash flows of approximately $10,000 per $1.0 million of outstanding debt under our credit facility, which would have been approximately $3.5 million , less the impact of the hedge over the course of a full fiscal year. See Note 6 Derivative Financial Instruments to our condensed consolidated financial statements included elsewhere in this Quarterly Report for disclosures on our derivative instrument and hedging activities.
We have entered into an interest rate cap to mitigate the impact of LIBOR variability on interest expense for a portion of our variable rate debt. The interest rate cap has been designated as a cash flow hedge. Consequently, the unrealized market value changes of the interest rate cap has been recorded in AOCI and is reclassified to earnings during the period in which the hedged transaction affects earnings. At June 25, 2019 , we had an interest rate cap with a notional value of $200.0 million and 3% per annum strike rate to hedge the variability in the monthly 1-month LIBOR interest payments on a portion of our Term Loan B beginning July 31, 2018, through the expiration of the interest rate cap on June 30, 2022. Any variability in the 1-month LIBOR interest payment on the Term Loan B beyond 3% per annum are offset by the net proceeds received upon exercising the interest rate cap.
Commodity Price Risk
We are exposed to market price fluctuations in beef, seafood, produce and other food product prices. Given the historical volatility of beef, seafood, produce and other food product prices, these fluctuations can materially impact our food and beverage costs. While we have taken steps to qualify multiple suppliers who meet our standards as suppliers for our restaurants and enter into agreements with suppliers 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. We are currently unable to contract for some of our commodities, such as fresh seafood and certain produce, for periods longer than one week. 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, our menu prices cannot immediately take into account changing costs of food items. To the extent that we are unable or unwilling 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 beef, seafood, produce and other food product prices at this time.
Inflation
Over the past five years, inflation has not significantly affected our operations. However, the impact of inflation on labor, food and occupancy costs could, in the future, significantly affect our operations. We pay many of our tipped employees hourly rates related to the applicable federal or state minimum wage. Food costs as a percentage of revenues have been somewhat stable due to procurement efficiencies and menu price adjustments, although no assurance can be made that our procurement will continue to be efficient or that we will be able to raise menu prices in the future. Costs for construction, taxes, repairs, maintenance and insurance all impact our occupancy costs. We believe that our current strategy, which is to seek to maintain operating margins through a combination of menu price increases, cost controls, careful evaluation of property and equipment needs, and efficient purchasing practices, has been an effective tool for dealing with inflation. There can be no assurance, however, that future inflationary or other cost pressures will be effectively offset by this strategy.
Item 4.    Controls and Procedures
Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation, as of  June 25, 2019 , of the effectiveness of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) or 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of the end of such period, our disclosure controls and procedures are effective.

38

Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting, as such term is defined under Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act, that occurred during our fiscal quarter ended  June 25, 2019  that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


39

PART II – Other Information
Item 1.    Legal Proceedings
We are subject to various claims and legal actions, including class actions, arising in the ordinary course of business from time to time, including claims related to food quality, personal injury, contract matters, health, wage and employment and other issues. None of these types of litigation, most of which are covered by insurance, has had a material effect on us, and as of the date of this report, we are not a party to any material pending legal proceedings and are not aware of any claims that we believe could have a materially adverse effect on our consolidated financial position, results of operations, or cash flows.
Litigation Related to the Merger
On July 25, 2019, a complaint was filed, captioned  Sabatini v. Del Frisco’s Restaurant Group, Inc. et al., Case No. 1:19-cv-01385-LPS (the “Sabatini Complaint”). The Sabatini Complaint generally alleges that the Company and the members of its Board of Directors violated Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder by omitting material information from the Proxy Statement rendering it false and misleading and seeks, among other things, an injunction against the Merger, or in the event the Merger is consummated, rescission and rescissory damages, additional disclosure of facts in the Proxy Statement relating to the Merger, a declaration from the court that the defendants violated federal securities laws, and costs (including attorneys’ and experts’ fees).
On July 29, 2019, a complaint was filed, captioned  Stein v. Del Frisco’s Restaurant Group, Inc. et al., Case No. 1:19-cv-01412-LPS (the “Stein Complaint”). The Stein Complaint generally alleges that the Company and the members of its Board of Directors violated Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder by omitting material information from the Proxy Statement rendering it false and misleading and seeks, among other things, an injunction against the Merger, or in the event the Merger is consummated, rescission and rescissory damages, additional disclosure of facts in the Proxy Statement relating to the Merger, a declaration from the court directing the defendants to account to plaintiff for all damages suffered as a result of their wrongdoing, and costs and disbursements (including attorneys’ and experts’ fees and expenses).
On August 2, 2019, a complaint was filed, captioned Kyle T. Karmazyn v. Del Frisco’s Restaurant Group, Inc., et al. , Case No. 1:19-cv-07193 (LAP) (the “Karmazyn Complaint”). The Karmazyn Complaint alleges generally that the Company and the members of its Board of Directors violated Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder by omitting material information from the Proxy Statement and seeks, among other things, an injunction against the Merger unless and until the Company makes additional disclosure of facts in the Proxy Statement relating to the Merger, the court to direct the defendants to account to plaintiff for all alleged damages sustained as a result of their alleged wrongdoing, and costs and disbursements (including attorneys’ and experts’ fees and expenses).
Item 1A. Risk Factors
Except as set forth below, there have been no material changes from the risk factors previously disclosed in the  2018 10-K. For a discussion on these risk factors, please see "Item 1A. Risk Factors" contained in the  2018 10-K.
Risks Related to the Merger
Our pending potential merger with Harlan Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Harlan Parent, Inc., a Delaware corporation (collectively “Harlan”) is not guaranteed to occur. Compliance with the terms of the Merger Agreement in the interim could adversely affect our business. 
On June 23, 2019, the Company, entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Harlan Parent, Inc., a Delaware corporation (“Parent”), and Harlan Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), providing for the merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of Parent. At the effective time of the Merger, each share of the Company’s common stock issued and outstanding immediately prior to the effective time of the Merger (other than shares of common stock (A) held by the Company as treasury stock, (B) owned by Parent or Merger Sub, (C) owned by any direct or indirect wholly owned subsidiary of Parent or Merger Sub or (D) owned by stockholders who have not voted in favor of the adoption of the Merger Agreement or consented thereto in writing and who have properly exercised their statutory rights of appraisal in respect of such shares of common stock under Delaware law) will be automatically cancelled, extinguished and converted into the right to receive $8.00 in cash, without interest thereon and net of any applicable withholding of taxes (the “Per Share Merger Consideration”). Company stock options, shares of common stock subject to vesting restrictions and/or forfeiture back to the Company, and restricted share units subject solely to time-vesting conditions will generally be cancelled upon completion of the Merger in exchange for the Per Share Merger Consideration, and restricted share units subject to time and performance-vesting conditions will be cancelled upon completion of the Merger in exchange for the Per Share Merger Consideration, with any performance-based vesting conditions

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deemed achieved at target-level performance (other than such restricted share units held by the Company’s Chief Executive Officer, which will vest in accordance with the terms of his existing employment agreement).
Consummation of the Merger is subject to customary conditions, including without limitation:
•
the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and all requisite approvals and consents applicable thereto have been obtained,
•
the consummation of the Merger not being restrained, enjoined, rendered illegal or otherwise prohibited or prevented by any law or order issued by any court of competent jurisdiction, and
•
the approval by our stockholders of the Merger Agreement.
As a result of the Merger, the following may occur: 
•
the attention of management and employees may be diverted from ongoing business operations as they focus on matters relating to the Merger and/or a Carveout Transaction (as defined in the Merger Agreement);
•
the public announcement of the Merger and the Company’s assistance with a Carveout Transaction may disrupt or otherwise adversely affect our business and our relationships with our customers; 
•
our ability to retain our key management, sales and marketing personnel may be adversely affected due to the uncertainties created by the Merger; and
•
the restrictions and limitations on our conduct of business pending the Merger, and the requirement that the Company conduct its business in the ordinary course, may delay or prevent the Company from undertaking business opportunities that may arise before the completion of the Merger that, absent the Merger Agreement, the Company might have pursued. Any delay in consummating the Merger may exacerbate these issues. 
There can be no assurance that all of the conditions to closing will be satisfied, or where possible, waived, or that the Merger will become effective. Investors should not place undue reliance on the consummation of the Merger. If the Merger does not become effective because all conditions to closing are not satisfied, or because one of the parties or all of the parties mutually terminate the Merger Agreement, then, among other possible adverse effects:
•
our stockholders will not receive any payment for their shares of common stock; 
•
our stock price would likely decrease since the current stock price may reflect a market assumption that the Merger will be consummated; 
•
we may experience difficulties in attracting customers or obtaining financing due to changed perceptions about our competitive position, our management, our liquidity or other aspects of our business;
•
we may be unable to find a partner willing to engage in a similar transaction on terms as favorable as those set forth in our agreements with Parent and Merger Sub;
•
our business may have been adversely affected; and
•
we will have incurred significant transaction costs.
We cannot predict or give any assurances as to our stock price at any time before or after the completion of the Merger.
The pendency of the Merger could materially adversely affect our operations and the future of our business or result in a loss of employees. 
In connection with the pending Merger, it is possible that some customers, suppliers and other persons with whom we have a business relationship may delay or defer certain business decisions or might decide to seek to terminate, change or renegotiate their relationship with us as a result of the Merger, which could negatively impact our revenues, earnings and cash flows, regardless of whether the Merger is completed. Similarly, current and prospective employees may experience uncertainty about their future roles with us following completion of the Merger, which may materially adversely affect our ability to attract and retain key employees. 
Failure to complete the Merger could negatively impact our stock price and our future businesses and financial results. 
If the Merger is not completed, we will be subject to several risks and consequences, including the following:
•
under the Merger Agreement, we may be required, under certain circumstances, to pay a termination fee of $9,595,000;
•
we may be required to pay certain costs relating to the Merger, including litigation costs, whether or not the Merger is completed, such as legal, accounting, financial advisor and printing fees; 
•
under the Merger Agreement, we are subject to certain restrictions on the conduct of our business prior to completing the Merger that may adversely affect our ability to execute certain of our business strategies;

41

•
matters relating to the Merger may require our management to devote substantial commitments of time and resources, which could otherwise have been devoted to other opportunities that may have been beneficial to us, and;
•
we may experience negative reactions from the financial markets and from our customers and employees.
In addition, the following actions have been commenced by purported stockholders of the Company (collectively, the “Complaints”):
•
in the United States District Court of Delaware, captioned  Sabatini v. Del Frisco’s Restaurant Group, Inc. et al., Case No. 1:19-cv-01385-LPS (the “Sabatini Complaint”); and
•
in the United States District Court of Delaware, captioned  Stein v. Del Frisco’s Restaurant Group, Inc. et al., Case No. 1:19-cv-01412-LPS (the “Stein Complaint”); and
•
in the United States District Court for the Southern District of New York, captioned Kyle T. Karmazyn v. Del Frisco’s Restaurant Group, Inc., et al. , Case No. 1:19-cv-07193 (LAP) (the “Karmazyn Complaint”)
The Sabatini Complaint generally alleges that the Company and the members of its Board of Directors violated Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder by omitting material information from the Proxy Statement rendering it false and misleading and seeks, among other things, an injunction against the Merger, or in the event the Merger is consummated, rescission and rescissory damages, additional disclosure of facts in the Proxy Statement relating to the Merger, a declaration from the court that the defendants violated federal securities laws, and costs (including attorneys’ and experts’ fees).
The Stein Complaint alleges generally that the Company and the members of its Board of Directors violated Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder by omitting material information from the Proxy Statement rendering it false and misleading and seeks, among other things, an injunction against the Merger, or in the event the Merger is consummated, rescission and rescissory damages, additional disclosure of facts in the Proxy Statement relating to the Merger, a declaration from the court directing the defendants to account to plaintiff for all damages suffered as a result of their alleged wrongdoing, and costs and disbursements (including attorneys’ and experts’ fees and expenses).
The Karmazyn Complaint alleges generally that the Company and the members of its Board of Directors violated Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder by omitting material information from the Proxy Statement and seeks, among other things, an injunction against the Merger unless and until the Company makes additional disclosure of facts in the Proxy Statement relating to the Merger, the court to direct the defendants to account to plaintiff for all alleged damages sustained as a result of their alleged wrongdoing, and costs and disbursements (including attorneys’ and experts’ fees and expenses).
The Company believes the allegations to be without merit and intends to vigorously defend against them. Additional lawsuits may be filed in the future related to, among other things, allegations similar to those found in the Complaints, alleged breach of fiduciary duties, any failure to complete the Merger, or enforcement proceedings commenced against us to attempt to force us to perform our obligations under the Merger Agreement. We cannot predict the outcome of the proceeding related to the Complaints or any other proceeding that may be commenced against us.
As a result of the contemplated Merger, our common stock has been trading within a narrow price range, which could limit possible returns on any new investment in our common stock.
Beginning with the first trading date following the announcement of the Merger Agreement and the contemplated Merger, June 24, 2019, and continuing through the date hereof, our common stock has traded within a narrow price range: from a low closing price of $7.92 to a high closing price of $8.07. This constricted trading range surrounding the Per Share Merger Consideration is typical with respect to proposed transactions such as the Merger, where the trading market may perceive that both the risk of one or more competing proposals to be low and the likelihood of legal or regulatory impediments to the transaction to also be low. We expect that this narrow trading range is likely to continue until the closing of the Merger. Such a narrow trading range would very likely limit the returns, if any, on any investment in our common stock until the closing or abandonment of the Merger.
Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3.    Defaults Upon Senior Securities
None.
Item 4.    Mine Safety Disclosures

42

Not applicable.
Item 5.    Other Information
None.

43

Item 6.    Exhibits
EXHIBIT INDEX
Exhibit No.
 
Description
  
Reference
 
 
 
 
 
 
 
#
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
**
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
**
 
 
 
 
 
 
 
*

 
 
 
 
 
 
*

 
 
 
 
 
 
*

 
 
 
 
101.INS
 
XBRL Instance Document
 
 †

 
 
 
 
101.SCH
 
XBRL Taxonomy Extension Schema Document
 
 †

 
 
 
 
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase Document
 
 †

 
 
 
 
101.DEF
 
XBRL Taxonomy Definition Linkbase Document
 
 †

 
 
 
 
101.LAB
 
XBRL Taxonomy Extension Label Linkbase Document
 
 †

 
 
 
 
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document
 
 †

44

#  
Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K.
*
Filed herewith.
**
Denotes management compensatory plan or arrangement.
 †
XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.


45

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, thereunto duly authorized.
 
 
Del Frisco’s Restaurant Group, Inc.
 
 
 
 
Date: August 5, 2019
 
/s/ Norman J. Abdallah
 
 
Norman J. Abdallah
 
 
Chief Executive Officer and Director
(Principal Executive Officer)
 
 
 
 
Date: August 5, 2019
 
/s/ Neil H. Thomson
 
 
Neil H. Thomson
 
 
Chief Financial Officer
(Principal Financial Officer)


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