Quarterly report pursuant to Section 13 or 15(d)

Leases

v3.19.3
Leases
9 Months Ended
Sep. 29, 2019
Leases [Abstract]  
Leases

(3) Leases

Effective December 31, 2018, the Company adopted Topic 842 using the modified retrospective method for all leases in effect at the date of adoption.  This new lease standard requires a lessee to recognize on the balance sheet a liability for future lease obligations and a corresponding operating lease right-of-use (ROU) asset.  The guidance also requires certain qualitative and quantitative disclosures about the amount, timing and uncertainty of cash flows arising from leases.  The Company chose the effective date as its initial date of adoption.  Consequently, the comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods.  

The Company elected the package of practical expedients permitted under the transition guidance, which allowed the Company to carry forward prior conclusions regarding lease identification, lease classification and initial indirect costs for existing leases.  The Company did not elect the hindsight practical expedient.

In addition to the recognition of a liability for future lease obligations and a corresponding ROU asset, upon adoption, the Company:

 

-

Derecognized existing deferred rent and tenant allowance balances totaling $25.4 million.

 

-

Derecognized existing assets related to below market leases of $758 thousand.

 

-

Derecognized existing deferred gains on previous sale-leaseback transactions of $1.8 million.  The deferred gain associated with this change in accounting was recognized through opening retained earnings as of December 31, 2018.

 

-

Recognized a retained earnings adjustment of $3.5 million related to the write-off of the ROU asset from a previously impaired Ruth’s Chris Steak House restaurant.

 

-

Recognized $413 thousand of additional deferred income taxes from the previously mentioned adoption related equity adjustments.

The Company did not experience material changes to either the consolidated statements of income or the consolidated statements of cash flows due to the adoption of Topic 842.  The following table summarizes the impacts of adopting Topic 842 on the Company’s condensed consolidated balance sheet as of December 31, 2018 (in thousands):

 

 

December 30,

 

 

Adjustments Due

 

 

 

 

 

 

 

2018

 

 

to the Adoption

 

 

December 31,

 

 

 

As Reported

 

 

of ASC 842

 

 

2018

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

5,062

 

 

$

 

 

$

5,062

 

Accounts receivable, less allowance for doubtful accounts

 

 

19,476

 

 

 

812

 

 

 

20,288

 

Inventory

 

 

9,296

 

 

 

 

 

 

9,296

 

Prepaid expenses and other

 

 

2,528

 

 

 

 

 

 

2,528

 

Total current assets

 

 

36,362

 

 

 

812

 

 

 

37,174

 

Property and equipment, net of accumulated depreciation

 

 

125,991

 

 

 

 

 

 

125,991

 

Operating lease right of use assets

 

 

 

 

 

166,040

 

 

 

166,040

 

Goodwill

 

 

36,522

 

 

 

 

 

 

36,522

 

Franchise rights, net of accumulated amortization

 

 

44,919

 

 

 

 

 

 

44,919

 

Other intangibles, net of accumulated amortization

 

 

4,862

 

 

 

(758

)

 

 

4,104

 

Deferred income taxes

 

 

5,353

 

 

 

413

 

 

 

5,766

 

Other assets

 

 

604

 

 

 

 

 

 

604

 

Total assets

 

$

254,613

 

 

$

166,507

 

 

$

421,120

 

Liabilities and Shareholders' Equity

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

10,273

 

 

$

 

 

$

10,273

 

Accrued payroll

 

 

19,475

 

 

 

 

 

 

19,475

 

Accrued expenses

 

 

10,535

 

 

 

 

 

 

10,535

 

Deferred revenue

 

 

48,370

 

 

 

 

 

 

48,370

 

Current operating lease liabilities

 

 

 

 

 

16,707

 

 

 

16,707

 

Other current liabilities

 

 

6,619

 

 

 

(1,698

)

 

 

4,921

 

Total current liabilities

 

 

95,272

 

 

 

15,009

 

 

 

110,281

 

Long-term debt

 

 

41,000

 

 

 

 

 

 

41,000

 

Operating lease liabilities

 

 

 

 

 

178,256

 

 

 

178,256

 

Deferred rent

 

 

23,692

 

 

 

(23,692

)

 

 

 

Unearned franchise fees

 

 

2,680

 

 

 

 

 

 

2,680

 

Other liabilities

 

 

1,837

 

 

 

(1,805

)

 

 

32

 

Total liabilities

 

 

164,481

 

 

 

167,768

 

 

 

332,249

 

Commitments and contingencies (Note 12)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholders' equity:

 

 

 

 

 

 

 

 

 

 

 

 

Common stock, par value $.01 per share; 100,000,000 shares authorized, 29,268,776 shares issued and outstanding at December 30, 2018

 

 

293

 

 

 

 

 

 

293

 

Additional paid-in capital

 

 

61,819

 

 

 

 

 

 

61,819

 

Retained earnings

 

 

28,020

 

 

 

(1,261

)

 

 

26,759

 

Treasury stock, at cost; 71,950 shares at December 30, 2018

 

 

 

 

 

 

 

 

 

Total shareholders' equity

 

 

90,132

 

 

 

(1,261

)

 

 

88,871

 

Total liabilities and shareholders' equity

 

$

254,613

 

 

$

166,507

 

 

$

421,120

 

The Company leases restaurant facilities and equipment.  The Company determines whether an arrangement is or contains a lease at contract inception.  The Company’s leases are all classified as operating leases, which are included as ROU assets and operating lease liabilities in the Company’s condensed consolidated balance sheet.  Operating lease  liabilities are recognized based on the present value of future minimum lease payments over the expected lease term at commencement date.  ROU assets are measured based on the operating lease liabilities adjusted for lease incentives, initial indirect costs and impairments of operating lease assets.  Minimum lease payments include only the fixed lease components of the agreements, as well as any variable rate payments that depend on an index, which are measured initially using the index at the lease commencement dates.  To determine the present value of future minimum

lease payments, the Company estimates incremental secured borrowing rates based on the information available at the lease commencement dates, or the transition date at adoption.  The Company estimates its rates by starting with the interest rate on its senior revolving credit facility and makes adjustments to that rate to reflect the amount that it would pay to borrow the amount of the lease payments on a collateralized basis over similar terms.  The Company validates such rates by determining its credit rating, adjusting the rating to capture payment terms on a collateralized basis and establishing a yield curve based on such credit rating.  The expected lease terms include options to extend when it is reasonably certain the Company will exercise the options up to a total term of 20 years.  For financial reporting purposes, minimum rent payments are expensed on a straight-line basis over the lives of the leases.  Additionally, incentives received from landlords used to fund leasehold improvements reduce the ROU assets related to those leases and are amortized as reductions to rent expense over the lives of the leases.  Variable lease payments that do not depend on a rate or index, payments associated with non-lease components and short-term rentals (leases with terms less than 12 months) are expensed as incurred.

At September 29, 2019, all of the Company-owned Ruth’s Chris Steak House restaurants operated in leased premises, with the exception of the restaurant in Ft. Lauderdale, FL, which is an owned property, and the restaurants in Anaheim, CA, Lake Mary, FL Princeton, NJ and South Barrington, IL, which operate on leased land.  The leases generally provide for minimum annual rental payments with scheduled minimum rent payments increases during the terms of the leases.  Certain leases also provide for rent deferral during the initial term, lease incentives in the form of tenant allowances to fund leasehold improvements, and/or contingent rent provisions based on the sales at the underlying restaurants.  Most of the Company’s restaurant leases have remaining lease terms of 1 year to 20 years, some of which include options to extend the leases for 5 years or more.  The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.  The weighted average term and discount rate for operating leases is 13.3 years and 5.0%, respectively.

The components of lease expense are as follows (in thousands):

 

 

 

 

13 Weeks Ended

 

 

39 Weeks Ended

 

 

 

Classification

 

September 29, 2019

 

 

September 29, 2019

 

Operating lease cost

 

Restaurant operating expenses and General and administrative costs

 

$

6,962

 

 

$

20,055

 

Variable lease cost

 

Restaurant operating expenses and General and administrative costs

 

 

2,417

 

 

 

7,770

 

Total lease cost

 

 

 

$

9,379

 

 

$

27,825

 

 

As of September 29, 2019, maturities of lease liabilities are summarized as follows (in thousands):

 

Operating Leases

 

2019, excluding first thirty-nine weeks ended September 29, 2019

$

6,958

 

2020

 

28,039

 

2021

 

26,892

 

2022

 

25,654

 

2023

 

22,660

 

Thereafter

 

208,059

 

Total future minimum rental commitments

$

318,262

 

As previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 30, 2018, and under the previous lease accounting prior to the adoption of ASC 842, future minimum annual rental commitments for operating leases as of December 30, 2018 were as follows (in thousands):

 

Operating Leases

 

2019

$

25,767

 

2020

 

24,177

 

2021

 

22,520

 

2022

 

21,388

 

2023

 

18,858

 

Thereafter

 

154,661

 

Total future minimum rental commitments

$

267,371

 

 

Supplemental cash flow information related to leases was as follows (in thousands):

 

 

39 Weeks Ended

 

 

 

September 29, 2019

 

Cash paid for amounts included in the measurement of lease liabilities:

 

 

 

 

Operating cash flows from operating leases

 

$

19,688

 

Right-of-use assets obtained in exchange for lease obligations:

 

 

 

 

Operating leases

 

$

41,522