Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 27, 2020 | Oct. 28, 2020 | |
Document Information [Line Items] | ||
Entity Registrant Name | Ruth’s Hospitality Group, Inc. | |
Entity Central Index Key | 0001324272 | |
Trading Symbol | RUTH | |
Current Fiscal Year End Date | --12-29 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Sep. 27, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Shell Company | false | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Entity File Number | 000-51485 | |
Entity Tax Identification Number | 72-1060618 | |
Entity Address, Address Line One | 1030 W. Canton Avenue | |
Entity Address, Address Line Two | Suite 100 | |
Entity Address, City or Town | Winter Park | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 32789 | |
City Area Code | 407 | |
Local Phone Number | 333-7440 | |
Entity Interactive Data Current | Yes | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Title of 12(b) Security | Common Stock, par value $0.01 per share | |
Security Exchange Name | NASDAQ | |
Entity Incorporation, State or Country Code | DE | |
Common Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding (in shares) | 34,899,747 | |
Unvested Restricted Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding (in shares) | 642,826 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands | Sep. 27, 2020 | Dec. 29, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 103,107 | $ 5,567 |
Accounts receivable, less allowance for doubtful accounts 2020 - $201; 2019 - $241 | 14,395 | 23,769 |
Inventory | 7,278 | 9,623 |
Prepaid expenses and other | 3,159 | 3,052 |
Total current assets | 127,939 | 42,011 |
Property and equipment, net of accumulated depreciation 2020 - $172,567; 2019 - $173,845 | 124,093 | 142,962 |
Operating lease right of use assets | 191,239 | 206,358 |
Goodwill | 45,549 | 45,549 |
Deferred income taxes | 8,130 | 4,929 |
Income tax receivable | 5,245 | |
Other assets | 1,121 | 702 |
Total assets | 552,507 | 496,876 |
Current liabilities: | ||
Accounts payable | 6,002 | 13,598 |
Accrued payroll | 13,237 | 17,303 |
Accrued expenses | 13,068 | 10,574 |
Deferred revenue | 48,416 | 52,856 |
Current operating lease liabilities | 14,471 | 14,313 |
Other current liabilities | 2,324 | 4,237 |
Total current liabilities | 97,518 | 112,881 |
Long-term debt | 135,200 | 64,000 |
Operating lease liabilities | 212,944 | 223,292 |
Unearned franchise fees | 2,237 | 2,489 |
Other liabilities | 70 | 69 |
Total liabilities | 447,969 | 402,731 |
Commitments and contingencies (Note 12) | ||
Shareholders' equity: | ||
Common stock, par value $.01 per share; 100,000,000 shares authorized, 34,256,367 shares issued and outstanding at September 27, 2020, 28,418,691 shares issued and outstanding at December 29, 2019 | 342 | 284 |
Additional paid-in capital | 81,942 | 40,462 |
Retained earnings | 22,254 | 53,399 |
Treasury stock, at cost; 71,950 shares at September 27, 2020 and December 29, 2019 | ||
Total shareholders' equity | 104,538 | 94,145 |
Total liabilities and shareholders' equity | 552,507 | 496,876 |
Franchise Rights [Member] | ||
Current assets: | ||
Intangible assets, net of accumulated amortization | 45,045 | 49,916 |
Other Intangible Assets [Member] | ||
Current assets: | ||
Intangible assets, net of accumulated amortization | $ 4,146 | $ 4,449 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($) $ in Thousands | Sep. 27, 2020 | Dec. 29, 2019 |
Allowance for doubtful accounts | $ 201 | $ 241 |
Property and equipment, accumulated depreciation | $ 172,567 | $ 173,845 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 34,256,367 | 28,418,691 |
Common stock, shares outstanding (in shares) | 34,256,367 | 28,418,691 |
Treasury stock, shares (in shares) | 71,950 | 71,950 |
Franchise Rights [Member] | ||
Finite-lived intangible assets, accumulated amortization | $ 5,973 | $ 4,401 |
Other Intangible Assets [Member] | ||
Finite-lived intangible assets, accumulated amortization | $ 1,537 | $ 1,439 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2020 | Sep. 29, 2019 | Sep. 27, 2020 | Sep. 29, 2019 | |
Revenues: | ||||
Revenues | $ 63,423 | $ 103,009 | $ 200,376 | $ 332,993 |
Costs and expenses: | ||||
Marketing and advertising | 889 | 3,174 | 5,285 | 10,925 |
General and administrative costs | 7,572 | 8,335 | 22,668 | 26,016 |
Depreciation and amortization expenses | 5,316 | 5,361 | 16,660 | 15,453 |
Pre-opening costs | 403 | 535 | 1,185 | 876 |
Loss (gain) on lease modifications | 310 | (178) | ||
Loss on impairment | 3,272 | 16,253 | ||
Total costs and expenses | 68,538 | 97,438 | 233,660 | 298,932 |
Operating income (loss) | (5,115) | 5,571 | (33,284) | 34,061 |
Other income (expense): | ||||
Interest expense, net | (1,422) | (638) | (3,341) | (1,460) |
Other | (48) | 18 | (12) | 33 |
Income (loss) before income taxes | (6,585) | 4,951 | (36,637) | 32,634 |
Income tax expense (benefit) | (1,284) | 423 | (9,920) | 4,886 |
Net income (loss) | $ (5,301) | $ 4,528 | $ (26,717) | $ 27,748 |
Basic earnings (loss) per common share | $ (0.15) | $ 0.16 | $ (0.87) | $ 0.95 |
Diluted earnings (loss) per common share | $ (0.15) | $ 0.16 | $ (0.87) | $ 0.94 |
Shares used in computing earnings (loss) per common share: | ||||
Basic (in shares) | 34,240,318 | 28,951,612 | 30,826,304 | 29,159,922 |
Diluted (in shares) | 34,240,318 | 29,191,076 | 30,826,304 | 29,563,396 |
Cash dividends declared per common share | $ 0.13 | $ 0.15 | $ 0.39 | |
Restaurant Sales [Member] | ||||
Revenues: | ||||
Revenues | $ 58,594 | $ 97,226 | $ 188,611 | $ 314,229 |
Franchise Income [Member] | ||||
Revenues: | ||||
Revenues | 3,511 | 3,928 | 8,094 | 12,907 |
Other Operating Income [Member] | ||||
Revenues: | ||||
Revenues | 1,318 | 1,855 | 3,671 | 5,857 |
Food and Beverage [Member] | ||||
Costs and expenses: | ||||
Cost of goods sold | 15,908 | 28,817 | 54,563 | 89,688 |
Restaurant Operating Expenses [Member] | ||||
Costs and expenses: | ||||
Cost of goods sold | $ 34,868 | $ 51,216 | $ 117,224 | $ 155,974 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Shareholders' Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Total | Restatement Adjustment [Member]Cumulative Effect, Period of Adoption, Adjustment [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Retained Earnings [Member]Restatement Adjustment [Member]Cumulative Effect, Period of Adoption, Adjustment [Member] | Treasury Stock [Member] |
Balance at Dec. 30, 2018 | $ 90,132 | $ 293 | $ 61,819 | $ 28,020 | |||
Balance (in shares) at Dec. 30, 2018 | 29,269 | 72 | |||||
Net Income (loss) | 13,911 | 13,911 | |||||
Cash dividends | (3,967) | (3,967) | |||||
Repurchase of common stock | (568) | (568) | |||||
Repurchase of common stock (in shares) | (26) | ||||||
Shares issued under stock compensation plan net of shares withheld for tax effects | (1,631) | $ 1 | (1,632) | ||||
Shares issued under stock compensation plan net of shares withheld for tax effects (in shares) | 133 | ||||||
Stock-based compensation | 2,033 | 2,033 | |||||
Balance at Mar. 31, 2019 | 98,649 | $ (1,261) | $ 294 | 61,652 | 36,703 | $ (1,261) | |
Balance (in shares) at Mar. 31, 2019 | 29,376 | 72 | |||||
Balance at Dec. 30, 2018 | 90,132 | $ 293 | 61,819 | 28,020 | |||
Balance (in shares) at Dec. 30, 2018 | 29,269 | 72 | |||||
Net Income (loss) | 27,748 | ||||||
Balance at Sep. 29, 2019 | 86,711 | $ 286 | 43,669 | 42,756 | |||
Balance (in shares) at Sep. 29, 2019 | 28,625 | 72 | |||||
Balance at Mar. 31, 2019 | 98,649 | $ (1,261) | $ 294 | 61,652 | 36,703 | $ (1,261) | |
Balance (in shares) at Mar. 31, 2019 | 29,376 | 72 | |||||
Net Income (loss) | 9,309 | 9,309 | |||||
Cash dividends | (3,931) | (3,931) | |||||
Repurchase of common stock | (6,572) | $ (3) | (6,569) | ||||
Repurchase of common stock (in shares) | (250) | ||||||
Shares issued under stock compensation plan net of shares withheld for tax effects | (1,445) | $ 1 | (1,446) | ||||
Shares issued under stock compensation plan net of shares withheld for tax effects (in shares) | 102 | ||||||
Stock-based compensation | 2,101 | 2,101 | |||||
Balance at Jun. 30, 2019 | 98,111 | $ 292 | 55,738 | 42,081 | |||
Balance (in shares) at Jun. 30, 2019 | 29,228 | 72 | |||||
Net Income (loss) | 4,528 | 4,528 | |||||
Cash dividends | (3,854) | (3,854) | |||||
Repurchase of common stock | (13,456) | $ (7) | (13,449) | ||||
Repurchase of common stock (in shares) | (664) | ||||||
Shares issued under stock compensation plan net of shares withheld for tax effects | (632) | $ 1 | (633) | ||||
Shares issued under stock compensation plan net of shares withheld for tax effects (in shares) | 61 | ||||||
Stock-based compensation | 2,014 | 2,014 | |||||
Balance at Sep. 29, 2019 | 86,711 | $ 286 | 43,669 | 42,756 | |||
Balance (in shares) at Sep. 29, 2019 | 28,625 | 72 | |||||
Balance at Dec. 29, 2019 | 94,145 | $ 284 | 40,462 | 53,399 | |||
Balance (in shares) at Dec. 29, 2019 | 28,419 | 72 | |||||
Net Income (loss) | (3,818) | (3,818) | |||||
Cash dividends | (4,428) | (4,428) | |||||
Repurchase of common stock | (13,226) | $ (9) | (13,217) | ||||
Repurchase of common stock (in shares) | (902) | ||||||
Shares issued under stock compensation plan net of shares withheld for tax effects | (658) | $ 1 | (659) | ||||
Shares issued under stock compensation plan net of shares withheld for tax effects (in shares) | 100 | ||||||
Stock-based compensation | 2,065 | 2,065 | |||||
Balance at Mar. 29, 2020 | 74,081 | $ 276 | 28,652 | 45,153 | |||
Balance (in shares) at Mar. 29, 2020 | 27,617 | 72 | |||||
Balance at Dec. 29, 2019 | 94,145 | $ 284 | 40,462 | 53,399 | |||
Balance (in shares) at Dec. 29, 2019 | 28,419 | 72 | |||||
Net Income (loss) | (26,717) | ||||||
Balance at Sep. 27, 2020 | 104,538 | $ 342 | 81,942 | 22,254 | |||
Balance (in shares) at Sep. 27, 2020 | 34,256 | 72 | |||||
Balance at Mar. 29, 2020 | 74,081 | $ 276 | 28,652 | 45,153 | |||
Balance (in shares) at Mar. 29, 2020 | 27,617 | 72 | |||||
Net Income (loss) | (17,598) | (17,598) | |||||
Stock issuance | 49,582 | $ 65 | 49,517 | ||||
Stock issuance (in shares) | 6,455 | ||||||
Shares issued under stock compensation plan net of shares withheld for tax effects | (394) | $ 1 | (395) | ||||
Shares issued under stock compensation plan net of shares withheld for tax effects (in shares) | 72 | ||||||
Stock-based compensation | 1,958 | 1,958 | |||||
Balance at Jun. 28, 2020 | 107,628 | $ 341 | 79,732 | 27,555 | |||
Balance (in shares) at Jun. 28, 2020 | 34,144 | 72 | |||||
Net Income (loss) | (5,301) | (5,301) | |||||
Other | (24) | (24) | |||||
Shares issued under stock compensation plan net of shares withheld for tax effects | (521) | $ 1 | (522) | ||||
Shares issued under stock compensation plan net of shares withheld for tax effects (in shares) | 112 | ||||||
Stock-based compensation | 2,755 | 2,755 | |||||
Balance at Sep. 27, 2020 | $ 104,538 | $ 342 | $ 81,942 | $ 22,254 | |||
Balance (in shares) at Sep. 27, 2020 | 34,256 | 72 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Shareholders' Equity (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | |||
Mar. 29, 2020 | Sep. 29, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | |
Statement Of Stockholders Equity [Abstract] | ||||
Common Stock, Dividends, Per Share, Cash Paid | $ 0.15 | $ 0.13 | $ 0.13 | $ 0.13 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 27, 2020 | Sep. 29, 2019 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (26,717) | $ 27,748 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 16,660 | 15,453 |
Deferred income taxes | (3,201) | 960 |
Non-cash interest expense | 190 | 62 |
Loss on impairment | 16,253 | |
Stock-based compensation expense | 6,778 | 6,148 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 11,853 | 3,704 |
Inventories | 1,929 | 698 |
Prepaid expenses and other | (107) | 67 |
Other receivable | (5,245) | |
Other assets | (25) | (17) |
Accounts payable and accrued expenses | (8,133) | (15,483) |
Deferred revenue | (4,439) | (8,096) |
Operating lease liabilities and assets | (415) | 487 |
Other liabilities | 217 | (917) |
Net cash provided by operating activities | 5,598 | 30,814 |
Cash flows from investing activities: | ||
Acquisition of property and equipment | (9,007) | (19,864) |
Acquisition of franchise restaurants, net of cash acquired | (18,613) | |
Net cash used in investing activities | (9,007) | (38,477) |
Cash flows from financing activities: | ||
Principal borrowings on long-term debt | 105,000 | 54,000 |
Principal repayments on long-term debt | (33,800) | (12,000) |
Principal borrowings from the CARES Act loan | 20,000 | |
Principal repayments on the CARES Act loan | (20,000) | |
Net proceeds from sale of common stock | 49,558 | |
Repurchase of common stock | (13,226) | (20,596) |
Cash dividend payments | (4,428) | (11,752) |
Tax payments from the vesting of restricted stock and option exercises | (1,573) | (3,720) |
Deferred financing costs | (582) | (35) |
Proceeds from the exercise of stock options | 12 | |
Net cash provided by financing activities | 100,949 | 5,909 |
Net increase (decrease) in cash and cash equivalents | 97,540 | (1,754) |
Cash and cash equivalents at beginning of period | 5,567 | 5,062 |
Cash and cash equivalents at end of period | 103,107 | 3,308 |
Supplemental disclosures of cash flow information: | ||
Interest, net of capitalized interest | 1,764 | 1,400 |
Income taxes | (1,179) | 6,707 |
Noncash investing and financing activities: | ||
Accrued acquisition of property and equipment | $ 29 | $ 5,722 |
The Company and Basis of Presen
The Company and Basis of Presentation | 9 Months Ended |
Sep. 27, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
The Company and Basis of Presentation | (1) The Company and Basis of Presentation The accompanying unaudited condensed consolidated financial statements of Ruth’s Hospitality Group, Inc. and its subsidiaries (collectively, the Company) as of September 27, 2020 and December 29, 2019 and for the thirteen and thirty-nine week periods ended September 27, 2020 and September 29, 2019 have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the SEC). The condensed consolidated financial statements include the financial statements of Ruth’s Hospitality Group, Inc. and its wholly owned subsidiaries. All inter-company balances and transactions have been eliminated in consolidation. Ruth’s Hospitality Group, Inc. is a restaurant company focused on the upscale dining segment. Ruth’s Hospitality Group, Inc. operates Company-owned Ruth’s Chris Steak House restaurants and sells franchise rights to Ruth’s Chris Steak House franchisees giving the franchisees the exclusive right to operate similar restaurants in a particular area designated in the franchise agreement. As of September 27, 2020, there were 149 Ruth’s Chris Steak House restaurants, including 74 Company-owned restaurants, three restaurants operating under contractual agreements and 72 franchisee-owned restaurants, including 21 international franchisee-owned restaurants in Aruba, Canada, China, Hong Kong, Indonesia, Japan, Mexico, Singapore and Taiwan. All Company-owned restaurants are located in the United States. During the third fiscal quarter of 2020, four Company-owned restaurants were permanently closed. On July 29, 2019, the Company completed the acquisition of substantially all of the assets of three franchisee-owned Ruth’s Chris Steak House restaurants located in Philadelphia, PA, King of Prussia, PA and Garden City, NY (the MBR Franchise Acquisition) for a cash purchase price of $18.6 million. The acquisition was funded with debt through the Company’s senior credit facility. The results of operations, financial position and cash flows of the MBR Franchise Acquisition are included in the Company’s consolidated financial statements as of the date of the acquisition. For additional information, see Note 7. The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments), which are, in the opinion of management, necessary to fairly present the operating results for the respective periods. The interim results of operations for the periods ended September 27, 2020 and September 29, 2019 are not necessarily indicative of the results that may be achieved for the full year. Certain information and footnote disclosures normally presented in annual financial statements prepared in accordance with U.S. generally accepted accounting principles (GAAP) have been condensed or omitted pursuant to the SEC’s rules and regulations. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 29, 2019. The Company operates on a 52- or 53-week fiscal year ending on the last Sunday in December. The fiscal quarters ended September 27, 2020 and September 29, 2019 each contained thirteen weeks and are referred to herein as the third quarter of fiscal year 2020 and the third quarter of fiscal year 2019, respectively. Fiscal years 2020 and 2019 are both 52-week years. COVID-19 Impact In March 2020 the World Health Organization declared the novel coronavirus ( mandatory restaurant closures, capacity limitations, social distancing guidelines or other restrictions . As a result of these developments, the Company experienced a significant negative impact on its revenues, results of operations and cash flows. In response to the business disruption caused by the COVID-19 outbreak, the Company has taken the following actions, which management expects will enable it to meet its obligations over the next twelve months. Operating Initiatives. Due to the government mandates regarding limiting or prohibiting in-restaurant dining due to COVID-19, the Company is leveraging its Ruth’s Anywhere program to enhance revenue in restaurants that have open dining rooms or in markets where take-out and delivery sales are sufficient to cover the costs of management staffing those locations. As of September 27, 2020, 72 of the 77 Company-owned and -managed restaurants were open, which included 71 restaurants offering limited capacity dining service and one restaurant offering to-go and delivery service only. As of September 27, 2020, five Company-owned restaurants were temporarily closed. Many of the franchisee-owned locations are experiencing similar disruptions to their business, and as a result, the Company waived franchise royalty requirements until their dining rooms were re-opened. As of September 27, 2020, the dining rooms in 71 of the 72 franchisee-owned restaurants were open with capacity restricted dining rooms and one franchisee-owned restaurant was temporarily closed. The Company has and expects to continue re-opening restaurants with the safety and wellbeing of its guests and team members as the top priority. As such, the Company has taken several steps to ensure it complies with relevant requirements at state, city or local levels, which are changing on a regular basis. These steps include: • an overall enhancement to its already robust sanitation and food safety standards; • requiring all restaurant team members to wear masks and gloves at all times, regularly wash their hands, and undergo health and wellness screenings, including temperature checks; • assigning a dedicated team member to clean restaurants at all times they are open; and • reconfiguring floor plans to accommodate social distancing. The Company has also taken measures to ensure its guests feel comfortable during their dining experience. For example, • dinner and wine menus are available via a Quick Response (QR) code for access on personal devices; • the Company is offering new personal side options in addition to its shareables; • the Company has created opportunities for private seating for small groups to experience personal Taste Maker wine dinners; and • for guests who would prefer to have Ruth’s at home, the Company added take-out and delivery options including online ordering, payment and curbside pickup, where available, which allow for a convenient and minimal contact experience. These precautions and measures may change from time to time as local conditions and health mandates change, and it is also possible that as local conditions and/or applicable health mandates change, the Company may be required to re-close restaurants or otherwise limit its operations. Capital and Expense Reductions . The Company has suspended all new restaurant construction and non-essential capital expenditures. The Company has also made significant reductions in ongoing operating expenses, including curtailing operations in restaurants where take-out and delivery is not viable and furloughing a significant number of team members in the field and in the Company’s Home Office. In addition, the Company also implemented reductions of home office and field expenses. The Company took measures to reduce payments to its landlords and vendors during the second and third quarters of fiscal year 2020 and is still in discussions with its landlords and vendors to reduce or defer its payments. With payments being delayed, landlords or vendors may terminate our leases and contracts or could take other actions that restrict the Company’s ability to access or reopen its stores in a timely manner. Subsequent to the end of the third quarter of fiscal year 2020, the Compensation Committee of the Board of Directors approved a one-time repayment to the non-furloughed home office employees, which includes the CEO and the current named executive officers, equaling the amount by which their salaries had been reduced during the temporary reduction period implemented in response to COVID-19 in 2020. The Board of Directors has chosen to forego payment of the cash retainer fees of non-employee members of the Board that were temporarily suspended from March 30, 2020 to August 3, 2020. Dividends and Share Buybacks . The Company suspended the quarterly cash dividend, and there are no plans for share buybacks in the foreseeable future. Balance Sheet. In March 2020, the Company entered into a second amendment to its Credit Agreement, which increased the Company’s borrowing capacity to $150.0 million and relaxed the leverage covenant restrictions to 4.0 times Bank Adjusted EBITDA through the first quarter of 2021. The Company borrowed the remaining available amount under the revolving credit facility as a precautionary measure in order to increase the Company’s cash position and preserve financial flexibility. On May 7, 2020, the Company entered into a third amendment to its Credit Agreement which waived financial covenants until the first quarter of 2021, further relaxed the leverage covenant restrictions during the first and second quarters of 2021 and added a monthly liquidity covenant. On May 18, 2020, the Company entered into a fourth amendment to its Credit Agreement which limits the amount by which the monthly liquidity covenant escalates due to net cash proceeds received from an equity offering. See Note 5 for further information on recent Credit Agreement amendments. During May 2020, the Company issued 6,454,838 shares of common stock for net proceeds of $49.6 million to further improve its liquidity. The Company used $9.8 million of the proceeds from the issuance of its common stock to repay debt. On October 26, 2020, the Company entered into a fifth amendment to its Credit Agreement which extended the term of the agreement to February 2023 This is an unprecedented event in the Company’s history, and it is uncertain how the conditions surrounding will continue to change, including the timing of lifting any restrictions or closure requirements, when additional dining room capacity will re-open at greater capacity at Company-owned restaurants, what level of customer demand the Company will experience once the dining rooms are permitted to re-open , and whether there will be additional restaurant closures from state and local governments restricting restaurant operations . The Company’s operating results, financial position and liquidity over the next twelve months will depend upon a series of factors, including the duration of restaurant shutdowns; the speed with which, and the extent to which, customers return to its restaurants; the Company ’s success in obtaining rent and other payment concessions from landlords and vendors ; and the Company’s ability to meet its Credit Agreement obligations. If the Company’s business performance does not improve to a point where it can comply with its leverage ratio, fixed charge coverage ratio and capital expenditure covenants in 2021, the Company may need to seek an amendment to, or refinance, its Credit Agreement. If the Company is able to successfully amend, extend or refinance its Credit Agreement, it may also be required to agree to additional covenants in connection with any future amendment, extension or refinancing of its Credit Agreement . Estimates Management of the Company has made a number of estimates and assumptions relating to the reporting of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reporting of revenue and expenses during the periods presented to prepare these condensed consolidated financial statements in conformity with GAAP. Significant items subject to such estimates and assumptions include the carrying amounts of property and equipment, goodwill, franchise rights, operating lease right of use assets and obligations related to gift cards, income taxes, operating lease liabilities, incentive compensation, workers’ compensation and medical insurance. Actual results could differ from those estimates. Recent Accounting Pronouncements In June 2016 the Financial Accounting Standards Board (FASB) issued ASU 2016-13, Financial Instruments – Credit Losses. This update requires immediate recognition of management’s estimates of current expected credit losses. The Company adopted this new standard on December 30, 2019. The adoption of ASU 2016-13 did not have a significant impact on the Company’s financial reporting. In January 2017 the FASB issued ASU 2017-04, Intangibles – Goodwill and Other: Simplifying the Impairment Test for Goodwill. This update eliminated the calculation of implied goodwill fair value. The Company adopted this new standard on December 30, 2019. The adoption of ASU 2017-04 did not have a significant impact on the Company’s financial reporting. In August 2018 the FASB issued ASU 2018-13, Fair Value Measurement – Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement. This update primarily amended the disclosures required surrounding Level 3 fair value measurements. The Company adopted this new standard on December 30, 2019. The adoption of ASU 2018-13 did not have a significant impact on the Company’s financial reporting. In August 2018 the FASB issued ASU 2018-15, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40). This update aligns the requirements for capitalizing implementation costs incurred in a cloud computing arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The Company adopted this new standard on December 30, 2019. The adoption of ASU 2018-15 did not have a significant impact on the Company’s financial reporting. In August 2018 the FASB issued ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments – Credit Losses. This update clarifies that receivables arising from operating leases are not within the scope of Subtopic 326-20. Instead, impairment of receivables arising from operating leases should be accounted for in accordance with Topic 842. The Company adopted this new standard on December 30, 2019. The adoption of ASU 2018-19 did not have a significant impact on the Company’s financial reporting. In December 2019 the FASB issued ASU 2019-12, Income Taxes (Topic 740). This update modifies Topic 740 to simplify the accounting for income taxes. This update is effective for the Company in the first quarter of fiscal year 2021. The adoption of ASU 2019-12 is not expected to have a significant impact on the Company’s ongoing financial reporting. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 27, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | (2) Fair Value Measurements The carrying amounts of cash and cash equivalents, receivables, prepaid expenses, accounts payable and accrued expenses and other current liabilities are reasonable estimates of their fair values due to their short duration. Borrowings classified as long-term debt as of September 27, 2020 and December 29, 2019 have variable interest rates that reflect currently available terms and conditions for similar debt. The carrying amount of this debt is a reasonable estimate of its fair value (Level 2). During the third fiscal quarter of fiscal year 2020, primarily due to the impacts of the COVID-19 pandemic and certain permanent restaurant closures, the Company determined that triggering events had occurred requiring an impairment evaluation of long-lived and inventory assets . The Company recorded a $ 3.2 million net impairment loss related to long-lived assets at seven restaurants and a $ 60 thousand impairment related to inventory at three restaurants during the third quarter of fiscal year 2020. The Company recorded a $ 3.9 million impairment loss related to long-lived assets at five restaurants and a $ 356 thousand impairment related to inventory at six restaurants during the second quarter of fiscal year 2020. Additionally, during the first quarter of fiscal year 2020, th e Company recorded a $ 5.6 million impairment loss related to long-lived assets at seven restaurants and a $ 3.1 million impairment loss related to territory rights. The impairment s of long-lived assets and territory rights w ere measured based on the amount by which the carrying amount of the assets exceeded fair value. Fair value was estimated based on both the market and income approaches utilizing market participant assumptions reflecting all available information as of the balance sheet date. The impairment losses are included in the loss on impairment caption in the accompanying condensed consolidated statement of operations. The Company’s non-financial assets measured at fair value on a non-recurring basis as of September 27, 2020 were as follows (in thousands): Fair Value as of September 27, 2020 Significant Other Observable Inputs (Level 3) Total Losses on Impairment Long-lived assets $ 1,707 $ 1,707 $ 3,213 |
Leases
Leases | 9 Months Ended |
Sep. 27, 2020 | |
Leases [Abstract] | |
Leases | (3) Leases 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 borrowing rates based on the information available at the lease commencement dates, or the transition date at adoption. The Company estimates its incremental borrowing rates by determining the synthetic credit rating of the Company using quantitative and qualitative analysis and then adjusting the synthetic credit rating to a collateralized credit rating. A spread curve is then developed using the U.S. corporate bond yield curve of the same credit rating and the U.S. Treasury curve to determine the rate for different terms. 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. On April 10, 2020, the FASB issued a staff Q&A (the “Staff Q&A”) to provide guidance on its remarks at the April 8, 2020 Board meeting about accounting for rent concessions resulting from the COVID-19 pandemic. The Staff Q&A affirms the discussion at the April 8, 2020 meeting by allowing entities to forgo performing the lease-by-lease legal analysis to determine whether contractual provisions in an existing lease agreement provide enforceable rights and obligations related to lease concessions as long as the concessions are related to COVID-19 and the changes to the lease do not result in a substantial increase in the rights of the lessor or the obligations of the lessee. In addition, the Staff Q&A affirms that entities may make an election to account for eligible concessions, regardless of their form, either by (1) applying the modification framework for these concessions in accordance with Topic 842 or (2) accounting for the concessions as if they were made under the enforceable rights included in the original agreement. Due to the impacts of the COVID-19 pandemic, the Company initiated negotiations with its landlords to modify its restaurant lease agreements. During the second and third quarters of fiscal year 2020, the Company amended thirty leases and terminated eight leases. Where applicable, the Company has elected to account for eligible lease concessions as if they were made under the enforceable rights included in the original agreement pursuant to the Staff Q&A. As of September 27, 2020, 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 payment 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. 4 years and 5.1 %, respectively. The components of lease expense are as follows (in thousands): 13 Weeks Ended 13 Weeks Ended 39 Weeks Ended 39 Weeks Ended Classification September 27, 2020 September 29, 2019 September 27, 2020 September 29, 2019 Operating lease cost Restaurant operating expenses and general and administrative costs $ 6,695 $ 6,962 $ 21,177 $ 20,055 Variable lease cost Restaurant operating expenses and general and administrative costs 2,063 2,417 6,733 7,770 Total lease cost $ 8,758 $ 9,379 $ 27,910 $ 27,825 As of September 27, 2020, maturities of lease liabilities are summarized as follows (in thousands): Operating Leases 2020, excluding first thirty-nine weeks ended September 27, 2020 $ 6,565 2021 26,585 2022 26,506 2023 24,620 2024 24,288 Thereafter 213,909 Total future minimum rental commitments 322,473 Imputed interest (95,058 ) $ 227,415 Supplemental cash flow information related to leases was as follows (in thousands): 39 Weeks Ended 39 Weeks Ended September 27, 2020 September 29, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 19,870 $ 19,688 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 4,207 $ 41,522 Additionally, the Company exited three executed leases for new Ruth’s Chris Steak House Restaurant locations during the first thirty-nine weeks of fiscal year 2020. Four executed leases remain for new Ruth’s Chris Steak House Restaurant locations with undiscounted fixed payments over the initial term of $20.2 million. These leases are expected to have an economic lease term of 20 years. These leases will commence when the landlords make the property available to the Company for the new restaurant construction. The Company will assess the reasonably certain lease term at the lease commencement date. |
Revenue
Revenue | 9 Months Ended |
Sep. 27, 2020 | |
Revenue From Contract With Customer [Abstract] | |
Revenue | (4) Revenue In the following tables, the Company’s revenue is disaggregated by major component for each category on the consolidated statements of operations (in thousands). 13 Weeks Ended September 27, 2020: Domestic International Total Revenue Restaurant sales $ 58,594 $ — $ 58,594 Franchise income 3,032 479 3,511 Other operating income 1,318 — 1,318 Total revenue $ 62,944 $ 479 $ 63,423 13 Weeks Ended September 29, 2019: Domestic International Total Revenue Restaurant sales $ 97,226 $ — $ 97,226 Franchise income 3,267 661 3,928 Other operating income 1,855 — 1,855 Total revenue $ 102,348 $ 661 $ 103,009 39 Weeks Ended September 27, 2020: Domestic International Total Revenue Restaurant sales $ 188,611 $ — $ 188,611 Franchise income 6,786 1,308 8,094 Other operating income 3,671 — 3,671 Total revenue $ 199,068 $ 1,308 $ 200,376 39 Weeks Ended September 29, 2019: Domestic International Total Revenue Restaurant sales $ 314,229 $ — $ 314,229 Franchise income 10,803 2,104 12,907 Other operating income 5,857 — 5,857 Total revenue $ 330,889 $ 2,104 $ 332,993 The following table provides information about receivables and deferred revenue liabilities from contracts with customers (in thousands). September 27, December 29, 2020 2019 Accounts receivable, less allowance for doubtful accounts 2020 - $201; 2019 - $241 $ 7,547 $ 19,615 Deferred revenue $ 48,416 $ 52,856 Unearned franchise fees $ 2,237 $ 2,489 Significant changes in the deferred revenue balance and the unearned franchise fees balance during the first thirty-nine weeks of fiscal year 2020 are presented in the following table (in thousands). Deferred Unearned Revenue Franchise Fees Balance at December 29, 2019 $ 52,856 $ 2,489 Decreases in the beginning balance from gift card redemptions (18,565 ) — Increases due to proceeds received, excluding amounts recognized during the period 14,206 — Decreases due to recognition of franchise development and opening fees — (252 ) Increases due to proceeds received for franchise development and opening fees — — Other (81 ) — Balance at September 27, 2020 $ 48,416 $ 2,237 Significant changes in the deferred revenue balance and the unearned franchise fees balance during the first thirty-nine weeks of fiscal year 2019 are presented in the following table (in thousands). Deferred Unearned Revenue Franchise Fees Balance at December 30, 2018 $ 48,370 $ 2,680 Decreases in the beginning balance from gift card redemptions (25,455 ) — Increases due to proceeds received, excluding amounts recognized during the period 17,020 — Decreases due to recognition of franchise development and opening fees 725 (192 ) Increases due to proceeds received for franchise development and opening fees — 250 Other 339 — Balance at September 29, 2019 $ 40,999 $ 2,738 |
Long-term Debt
Long-term Debt | 9 Months Ended |
Sep. 27, 2020 | |
Debt Disclosure [Abstract] | |
Long-term Debt | (5) Long-term Debt Long-term debt consists of the following (in thousands): September 27, December 29, 2020 2019 Senior Credit Facility: Revolving credit facility $ 135,200 $ 64,000 Less current maturities — — $ 135,200 $ 64,000 As of September 27, 2020, the Company had $135.2 million of outstanding indebtedness under its senior credit facility with approximately $1 thousand of borrowings available, net of outstanding letters of credit of approximately $4.8 million. As of September 27, 2020, the weighted average interest rate on the Company’s outstanding debt was 3.8% and the weighted average interest rate on its outstanding letters of credit was 2.9%. In addition, the fee on the Company’s unused senior credit facility was 0.4%. On February 2, 2017, the Company entered into a credit agreement with Wells Fargo Bank, National Association as administrative agent, and certain other lenders (the “Credit Agreement”). The Credit Agreement provides for a revolving credit facility of $90.0 million with a $5.0 million subfacility for letters of credit and a $5.0 million subfacility for swingline loans. The Credit Agreement has a maturity date of February 2, 2022. At the Company’s option, revolving loans may bear interest at (i) LIBOR, plus an applicable margin or (ii) the highest of (a) the rate publicly announced by Wells Fargo as its prime rate, (b) the average published federal funds rate in effect on such day plus 0.50% and (c) one month LIBOR plus 1.00%, plus an applicable margin. The applicable margin is based on the Company’s actual leverage ratio (“Consolidated Leverage Ratio”), ranging (a) from 1.50% to 2.25% above the applicable LIBOR rate or at the Company’s option, (b) from 0.50% to 1.25% above the applicable base rate. On September 18, 2019, the Company entered into the First Amendment to Credit Agreement (the “First Amendment”) which amended its Credit Agreement, dated as of February 2, 2017. The First Amendment, among other changes, increased the amount of the revolving credit facility to $120.0 million. The amounts of the letters of credit subfacility and swingline subfacility remain unchanged at $5.0 million each. On March 27, 2020, the Company entered into the “Second Amendment” which amended its Credit Agreement, as amended by the First Amendment, with certain direct and indirect subsidiaries of the Company as guarantors, Wells Fargo Bank, National Association, as administrative agent, and the lenders and other agents party thereto. The Second Amendment, among other changes, increased the amount of the revolving credit facility to $150.0 million and The Second Amendment prohibits the Company from paying any dividends or repurchasing any shares of its common stock if the Company cannot demonstrate that its Consolidated Leverage Ratio is less than 2.50 to 1.00 (both before and after giving effect to the proposed repurchase or dividend), as determined commencing with the second fiscal quarter of 2020. The Second Amendment also prohibits the Company from making any capital expenditures other than maintenance capital expenditures if the Company cannot demonstrate that its Consolidated Leverage Ratio is less than 2.50 to 1.00 (both before and after giving effect to the proposed capital expenditure), as determined commencing with the second fiscal quarter 2020. The Credit Agreement, as amended by the Second Amendment contains customary representations and affirmative and negative covenants (including limitations on indebtedness and liens) as well as financial covenants requiring a minimum fixed coverage charge ratio (“Fixed Charge Coverage Ratio”) and limiting the Company’s C onsolidated L everage R atio. The Credit Agreement, as amended by the Second Amend ment also contains events of default customary for credit facilities of this type (with customary grace periods, as applicable), including nonpayment of principal or interest when due; material incorrectness of representations and warranties when made; breach of covenants; bankruptcy and insolvency; unsatisfied ERISA obligations; unstayed material judgment beyond specified periods; default under other material indebtedness; and certain changes of control of the Company. If any event of default occurs and is not cured within the applicable grace period, or waived, the outstanding loans may be accelerated by lenders holding a majority of the commitments under the Second Amendment and the lenders’ commitments may be terminated. The obligations under the Second Amendment are guaranteed by certain of the Company’s subsidiaries and are secured by a lien on substantially all of the Company’s personal property assets other than any equity interest in current and future subsidiaries of the Company. On May 7, 2020, the Company entered into a Third Amendment to Credit Agreement (the “Third Amendment”) which amends its existing Credit Agreement, dated as of February 2, 2017 as amended by the First Amendment thereto, dated as of September 18, 2019 and the Second Amendment thereto dated as of March 27, 2020 with certain direct and indirect subsidiaries of the Company as guarantors, Wells Fargo Bank, National Association, as administrative agent, and the lenders and other agents party thereto. The Third Amendment provides relief from the financial covenants to maintain a specified quarterly minimum adjusted Fixed Charge Coverage Ratio and maximum Consolidated Leverage Ratio. Under the Credit Agreement, the Company had to maintain a Fixed Charge Coverage Ratio of at least 1.25 to 1.00. The Third Amendment waives the requirement to maintain any Fixed Charge Coverage Ratio for the remainder of fiscal year 2020 but, commencing with the fiscal quarter ending March 28, 2021, requires that the Company maintain a Fixed Charge Coverage Ratio of not less than 1.25 to 1.00 on an annualized basis, which will exclude the impact of fiscal year 2020. The Credit Agreement required the Company to maintain a Consolidated Leverage Ratio of not more than 2.75 to 1.00. The Third Amendment waives any Consolidated Leverage Ratio requirement for the remainder of fiscal year 2020 but, commencing with the fiscal quarter ending March 28, 2021, requires a Consolidated Leverage Ratio based on annualized calculations, which will exclude the impact of fiscal year 2020, not to exceed the following thresholds for the periods indicated: Period Maximum Ratio The last day of the first Fiscal Quarter of the 2021 Fiscal Year 5.00 to 1.00 The last day of the second Fiscal Quarter of the 2021 Fiscal Year 4.50 to 1.00 The last day of the third Fiscal Quarter of the 2021 Fiscal Year 4.00 to 1.00 The last day of the fourth Fiscal Quarter of the 2021 Fiscal Year and thereafter 3.00 to 1.00 The Third Amendment requires that the Company meet minimum cash holding requirements (“Minimum Scheduled Cash”) through December 2020 in an amount equal to (a) 50% of the net cash proceeds of any equity issuances by the Company or any of its subsidiaries effected between May 1, 2020 and December 31, 2020 (excluding certain amounts required to be used to make prepayments on loans outstanding under the Credit Agreement) plus (b) the following amount for each month set forth below 1 May 2020 $34,000,000 June 2020 $29,000,000 July 2020 $21,000,000 August 2020 $19,000,000 September 2020 $15,000,000 October 2020 1 $13,000,000 November 2020 1 $13,000,000 December 2020 $14,000,000 1 Interest rates on loans under the Credit Agreement as amended by the Third Amendment are 2.75% and 1.75% above the LIBOR Rate and Base Rate, respectively, and the fee for the daily unused availability under the revolving credit facility is 0.40% until the Calculation Date for the fiscal quarter ending March 28, 2021. Thereafter, interest rate margins and the fee for the unused commitment will be calculated based on the Consolidated Leverage Ratio in accordance with the Credit Agreement. The term “Calculation Date” means the date five (5) business days after the day on which the Company provides a compliance certificate required for its most recently ended fiscal quarter. Until the Company can demonstrate compliance with both the minimum Fixed Coverage Charge Ratio and the maximum Consolidated Leverage Ratio following the end of the fiscal quarter ending March 28, 2021, the Third Amendment requires that the Company use 50% of the net cash proceeds of any equity issuances over $30.0 million (other than the exercise price on stock options issued as part of employee compensation) to make mandatory principal prepayments of loans outstanding under the Credit Agreement (with a permanent reduction to the revolving credit commitment under the Credit Agreement in an amount corresponding to the amount of such prepayment), and/or cash collateralize the letter of credit obligations outstanding under the Credit Agreement. The Third Amendment limits acquisitions by the Company until it can demonstrate compliance with the minimum Fixed Coverage Charge Ratio following the end of the fiscal quarter ending March 28, 2021. On May 18, 2020, the Company entered into a Fourth Amendment to Credit Agreement (the “Fourth Amendment”) which amends its existing Credit Agreement, dated as of February 2, 2017, as amended by the First Amendment thereto, dated as of September 18, 2019, the Second Amendment thereto, dated as of March 27, 2020 and the Third Amendment thereto, dated as of May 7, 2020 (the “Existing Credit Agreement” and the Existing Credit Agreement as amended by the Fourth Amendment, the “Amended Credit Agreement”) with certain direct and indirect subsidiaries of the Company as guarantors (the “Guarantors”), Wells Fargo Bank, National Association, as administrative agent, and the lenders (the “Lenders”) and other agents party thereto. Like the Existing Credit Agreement, the Amended Credit Agreement provides for a $150.0 million revolving credit facility with a $5.0 million subfacility of letters of credit and a $5.0 million subfacility for swingline loans. The Fourth Amendment reduces the amount of net cash proceeds from equity issuances that the Company must retain in order to meet certain liquidity requirements. As further described herein, the Amended Credit Agreement requires the Company and the Guarantors to hold an amount equal to 50% of the net cash proceeds from equity issuances up to $30 million in aggregate and to use 50% of the net cash proceeds from equity issuances (other than the exercise price on stock options issued as part of employee compensation) in excess of $30 million in aggregate to pay down amounts outstanding under the Amended Credit Agreement and reduce the lender’s commitment under the Amended Credit Agreement. The Fourth Amendment requires the Company to meet minimum cash holding requirements (“Minimum Scheduled Cash”) through December 2020 in an amount equal to (a) the amount for each month set forth in the table below in the column headed “Cash Requirement Without Equity Issuances” MINIMUM SCHEDULED CASH Month Cash Requirement Without Equity Issuances Cash Requirement Assuming Equity Issuances of at Least $30 Million May 2020 $34 Million $49 Million June 2020 $29 Million $44 Million July 2020 $21 Million $36 Million August 2020 $19 Million $34 Million September 2020 $15 Million $30 Million October 2020 1 $13 Million $27 Million November 2020 1 $13 Million $25 Million December 2020 $14 Million $29 Million ___________________ 1 Until the Company can demonstrate compliance with both its minimum Fixed Coverage Charge Ratio and the Maximum Leverage Ratio following the end of the fiscal quarter ending March 28, 2021, the Amended Credit Agreement requires that the Company and the Guarantors use 50% of the net cash proceeds of any equity issuances (other than the exercise price on stock options issued as part of employee compensation) in excess of $30 million in the aggregate (together with any other equity issuances made during such) to make mandatory principal prepayments of loans outstanding under the Amended Credit Agreement (with a permanent reduction to the revolving credit commitment under the Amended Credit Agreement in an amount corresponding to the amount of such prepayment), and/or cash collateralize the letter of credit obligations outstanding under the Amended Credit Agreement. During the second quarter of fiscal year 2020 the Company received and repaid $20.0 million in loans under the Coronavirus Aid, Relief, and Economic Security Act (CARES Act). Subsequent to the end of the third quarter of fiscal year 2020, on October 26, 2020, the Company entered into a Fifth Amendment to Credit Agreement (the “Fifth Amendment”) which amends its existing Credit Agreement, dated as of February 2, 2017, as amended by the First Amendment thereto, dated as of September 18, 2019, the Second Amendment thereto, dated as of March 27, 2020, the Third Amendment thereto, dated as of May 7, 2020, and the Fourth Amendment thereto, dated as of May 18, 2020, with certain direct and indirect subsidiaries of the Company as guarantors, Wells Fargo Bank, National Association, as administrative agent, and the lenders and other agents party thereto. The Fifth Amendment extended the term of the agreement by one year to February 2, 2023 The Fifth Amendment requires the Company and the Guarantors to meet minimum aggregate cash holding requirements through March 2021 in an amount equal to the following amount for each month set forth below: October 2020 $44,000,000 November 2020 $44,000,000 December 2020 $53,000,000 January 2021 $55,000,000 February 2021 $56,000,000 March 2021 $58,000,000 The Fifth Amendment also removes the requirement that the Company use 50% of the aggregate net cash proceeds from equity issuances after May 7, 2020 in excess of $30.0 million to repay loans outstanding until the Company could demonstrate compliance with certain financial covenants. The Fifth Amendment now allows for non-maintenance capital expenditures when the Leverage Ratio is 2.50 to 1.0 or greater with 75% of consolidated EBITDA earned during a fiscal quarter in excess of $7.5 million (“Excess EBITDA”). The Company and its subsidiaries may make non-maintenance capital expenditures with Excess EBITDA at any time after such Excess EBITDA is earned until the Leverage Ratio has been reduced to less than 2.50 to 1.0. The Existing Credit Agreement had prohibited all non-maintenance capital expenditures when the Leverage Ratio was 2.50 to 1.0 or greater. Like the Existing Credit Agreement, the Fifth Amendment provides that the Company and its subsidiaries may make capital expenditures in any fiscal year in an amount equal to 75% of consolidated EBITDA for the immediately preceding fiscal year when the Leverage Ratio is equal to or greater than 1.50 to 1.0 but less than 2.50 to 1.0. When the Leverage Ratio is less than 1.50 to 1.0, the Company and its subsidiaries may make capital expenditures in an unlimited amount. |
Shareholders' Equity
Shareholders' Equity | 9 Months Ended |
Sep. 27, 2020 | |
Stockholders Equity Note [Abstract] | |
Stockholders' Equity | (6) Shareholders’ Equity In October 2019, the Company’s Board of Directors approved a new share repurchase program under which the Company is authorized to repurchase up to $60 million of outstanding common stock from time to time. The new share repurchase program replaces the previous share repurchase program announced in October 2017, which has been terminated. During the first thirty-nine weeks of fiscal year 2020, 902,000 shares were repurchased at an aggregate cost of $13.2 million, or an average cost of $14.66 per share. As of September 27, 2020, $41.6 million remained available for future purchases under the share repurchase program. In May 2020 , the Company issued 6,454,838 shares of common stock at a price of $ per share, which resulted in aggregate pr oceeds of $ 49.6 million, net of expenses . The Company’s Board of Directors declared the following dividends during the periods presented (amounts in thousands, except per share amounts): Declaration Date Dividend per Share Record Date Total Amount Payment Date Fiscal Year 2020 February 21, 2020 $ 0.15 March 6, 2020 $ 4,428 March 20, 2020 Fiscal Year 2019 February 22, 2019 $ 0.13 March 7, 2019 $ 3,967 March 21, 2019 May 3, 2019 $ 0.13 May 23, 2019 $ 3,931 June 6, 2019 August 2, 2019 $ 0.13 August 22, 2019 $ 3,854 September 5, 2019 As a result of the impacts to our business arising from the COVID-19 pandemic, the Company has suspended its share repurchase program and dividend payments. The recent amendments to the Company’s revolving credit facility currently prohibit the payment of dividends and share repurchases until our leverage ratio is less than 2.5 times Bank Adjusted EBITDA. Outstanding unvested restricted stock is not included in common stock outstanding amounts. Restricted stock awards outstanding as of September 27, 2020 aggregated 588,830 shares. Restricted stock units outstanding as of September 27, 2020 aggregated 54,550 shares. |
Franchisee Acquisition
Franchisee Acquisition | 9 Months Ended |
Sep. 27, 2020 | |
MBR Franchise Acquisition Restaurants [Member] | |
Franchisee Acquisition | (7) Franchisee Acquisition On July 29, 2019 the Company completed the acquisition of substantially all of the assets of the MBR Franchise Acquisition restaurants for a cash purchase price of $18.6 million. The acquisition was funded with borrowings under the Company’s senior credit facility. The assets and liabilities of the MBR Franchise Acquisition restaurants were recorded at their respective fair values as of the date of the acquisition. The results of operations, financial position and cash flows of the MBR Franchise Acquisition restaurants are included in the Company’s consolidated financial statements as of the date of the acquisition. The goodwill for the MBR Franchise Acquisition is all deductible for federal income tax purposes. Goodwill was measured as the excess of the consideration transferred over the net of the amounts assigned to identifiable assets acquired and the liabilities assumed as of the acquisition date, and includes the economic value of expected future cash flows not assigned to identifiable assets, efficiencies from combining the operations of the acquired restaurants with other Company-owned restaurants and an assembled workforce. The goodwill for the MBR Franchise Acquisition, which is included with the goodwill for the reporting unit identified as the steakhouse operating segment, will be reviewed for potential impairment annually or more frequently if triggering events are detected. The determination of the acquisition date fair value of the franchise and territory rights was based on a multi-period excess earnings approach and involved projected after-royalty future earnings discounted using a market discount rate, from which a contributory asset charge for net working capital, property and equipment and assembled workforce was subtracted. The reacquired franchise rights will be amortized over a weighted average term of 5.7 years, which reflects the remaining terms of the related franchise agreements, not including renewal options. The reacquired territory rights, which were valued at $3.3 million on the acquisition date, were impaired during the fiscal quarter ended March 29, 2020. Property and equipment will be depreciated over a period of two to twenty years. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 27, 2020 | |
Segment Reporting [Abstract] | |
Segment Information | (8) Segment Information The Company has two reportable segments – the Company-owned steakhouse segment and the franchise operations segment. The Company does not rely on any major customers as a source of revenue. The Company-owned Ruth’s Chris Steak House restaurants, all of which are located in North America, operate within the full-service dining industry, providing similar products to similar customers. Revenues are derived principally from food and beverage sales. As of September 27, 2020, (i) the Company-owned steakhouse restaurant segment included 74 Ruth’s Chris Steak House restaurants and three Ruth’s Chris Steak House restaurants operating under contractual agreements and (ii) the franchise operations segment included 72 franchisee-owned Ruth’s Chris Steak House restaurants. Segment profits for the Company-owned steakhouse restaurant segments equal segment revenues less segment expenses. Segment revenues for the Company-owned steakhouse restaurants include restaurant sales, management agreement income and other restaurant income. Gift card breakage revenue is not allocated to operating segments. Not all operating expenses are allocated to operating segments. Segment expenses for the Company-owned steakhouse segment include food and beverage costs and restaurant operating expenses. No other operating costs are allocated to the Company-owned steakhouse segment for the purpose of determining segment profits because such costs are not directly related to the operation of individual restaurants. The accounting policies applicable to each segment are consistent with the policies used to prepare the consolidated financial statements. The profit of the franchise operations segment equals franchise income, which consists of franchise royalty fees and franchise opening fees. No costs are allocated to the franchise operations segment. Segment information related to the Company’s two reportable business segments follows (in thousands): 13 Weeks Ended 39 Weeks Ended September 27, September 29, September 27, September 29, 2020 2019 2020 2019 Revenues: Company-owned steakhouse restaurants $ 59,447 $ 98,475 $ 190,664 $ 317,738 Franchise operations 3,511 3,928 8,094 12,907 Unallocated other revenue and revenue discounts 465 606 1,618 2,348 Total revenues $ 63,423 $ 103,009 $ 200,376 $ 332,993 Segment profits: Company-owned steakhouse restaurants $ 8,671 $ 18,442 $ 18,877 $ 72,076 Franchise operations 3,511 3,928 8,094 12,907 Total segment profit 12,182 22,370 26,971 84,983 Unallocated operating income 465 606 1,618 2,348 Marketing and advertising expenses (889 ) (3,174 ) (5,285 ) (10,925 ) General and administrative costs (7,572 ) (8,335 ) (22,668 ) (26,016 ) Depreciation and amortization expenses (5,316 ) (5,361 ) (16,660 ) (15,453 ) Pre-opening costs (403 ) (535 ) (1,185 ) (876 ) Gain (loss) on lease modifications (310 ) — 178 — Loss on impairment (3,272 ) — (16,253 ) — Interest expense, net (1,422 ) (638 ) (3,341 ) (1,460 ) Other income (48 ) 18 (12 ) 33 Income (loss) before income tax expense $ (6,585 ) $ 4,951 $ (36,637 ) $ 32,634 Capital expenditures: Company-owned steakhouse restaurants $ 735 $ 8,495 $ 8,687 $ 18,186 Corporate assets 70 413 320 1,678 Total capital expenditures $ 805 $ 8,908 $ 9,007 $ 19,864 September 27, December 29, 2020 2019 Total assets: Company-owned steakhouse restaurants $ 424,405 $ 471,756 Franchise operations 1,776 2,435 Corporate assets - unallocated 118,196 17,756 Deferred income taxes - unallocated 8,130 4,929 Total assets $ 552,507 $ 496,876 |
Stock-based Employee Compensati
Stock-based Employee Compensation | 9 Months Ended |
Sep. 27, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Employee Compensation | (9) Stock-Based Employee Compensation On May 15, 2018, the Company’s stockholders approved a new 2018 Omnibus Incentive Plan (2018 Plan) which replaced the Amended and Restated 2005 Equity Incentive Plan (2005 Plan), which expired on May 30, 2018. The 2018 Plan authorizes 2.5 million shares reserved for future grants. Awards that were previously awarded under the 2005 Plan that are forfeited or cancelled in the future will be made available for grant or issuance under the 2018 Plan. The 1,649,394 shares that were authorized but unissued under the 2005 Plan as of May 15, 2018 were cancelled. As of September 27, 2020, there were no shares of common stock issuable upon exercise of currently outstanding options, and 185,487 currently outstanding unvested restricted stock awards under the 2005 Plan. As of September 27, 2020, there were 403,343 currently outstanding unvested restricted stock awards and 54,550 restricted stock units under the 2018 Plan. As of September 27, 2020, the 2018 Plan has 2,313,127 shares available for future grants. During the first thirty-nine weeks of fiscal year 2020, the Company issued 213,249 restricted stock awards and units to directors, officers and other employees of the Company. Of the 213,249 restricted stock awards and units issued during the first thirty-nine weeks of fiscal year 20 20 , shares will vest in fiscal year 20 2 1 , 99,040 shares will vest in fiscal year 202 2 , shares will vest in fiscal year 202 3 and shares will vest in fiscal year 202 5 . Total stock compensation expense recognized during the first t hirty-nine weeks of fiscal years 20 20 and 201 9 was $ 6.8 million and $ million, respectively . On July 9, 2020, the Company entered into a Retirement, Transition and Release of Claims Agreement with Michael O’Donnell, the Company’s Executive Chairman. As a result, all unvested restricted stock awards granted to Mr. O’Donnell during his tenure ( 100,601 shares) vested during the third quarter of fiscal year 2020. The Company recognize d $ 1.3 million of additional stock compensation expense during its third quarter of fiscal year 2020 related to the vesting of Mr. O’Donnell’s 100,601 restricted stock awards. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 27, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | (10) Income Taxes On March 27, 2020, the CARES Act was enacted. Intended to provide economic relief to those impacted by the COVID-19 pandemic, the CARES Act includes provisions, among others, addressing the carryback of net operating losses (NOLs), temporary modifications to the interest expense deduction limits, and technical amendments for qualified improvement property. Additionally, the CARES Act provides for refundable employee retention tax credits and the deferral of the employer-paid portion of social security taxes. The Company intends to take advantage of the ability to carryback to prior years federal NOLs generated in certain years, as well as certain employment tax incentives contained in the Act. Income tax expense (benefit) differs from amounts computed by applying the federal statutory income tax rate to income from continuing operations before income taxes as follows: 39 Weeks Ended September 27, September 29, 2020 2019 Income tax expense (benefit) at statutory rates (21.0 %) 21.0 % Increase (decrease) in income taxes resulting from: State income taxes, net of federal benefit (3.3 %) 4.0 % Federal employment tax credits (7.8 %) (9.6 %) Non-deductible executive compensation 2.6 % 2.1 % Stock-based compensation 1.2 % (1.2 %) Other 1.2 % (1.3 %) Effective tax rate (27.1 %) 15.0 % The Employment-related tax credits line in the effective tax rate schedule above is comprised primarily of federal FICA tip credits which the Company utilizes to reduce its periodic federal income tax expense. A restaurant company employer may claim a credit against its federal income taxes for FICA taxes paid on certain wages (the FICA tip credit). The credit against income tax liability is for the full amount of eligible FICA taxes. Employers cannot deduct from taxable income the amount of FICA taxes taken into account in determining the credit. Reflected in the Other line in the effective tax rate schedule above for the quarter ended September 27, 2020 is a tax benefit of $2.0 million related to the carryback of federal NOLs under the CARES Act, and a tax expense of $2.3 million related to changes in valuation allowances against deferred tax assets for certain state NOL carryforwards. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 27, 2020 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | (11) Earnings Per Share The following table sets forth the computation of earnings per share (amounts in thousands, except share and per share amounts): 13 Weeks Ended 39 Weeks Ended September 27, September 29, September 27, September 29, 2020 2019 2020 2019 Net income (loss) $ (5,301 ) $ 4,528 $ (26,717 ) $ 27,748 Shares: Weighted average number of common shares outstanding - basic 34,240,318 28,951,612 30,826,304 29,159,922 Weighted average number of common shares outstanding - diluted 34,240,318 29,191,076 30,826,304 29,563,396 Basic earnings (loss) per common share $ (0.15 ) $ 0.16 $ (0.87 ) $ 0.95 Diluted earnings (loss) per common share $ (0.15 ) $ 0.16 $ (0.87 ) $ 0.94 Diluted earnings per share for the third quarter of fiscal years 2020 and 2019 excludes restricted shares of 525,953 and 44,565, respectively, which were outstanding during the period but were anti-dilutive and had no exercise price. Diluted earnings per share for the first thirty-nine weeks of fiscal year 2020 and 2019 excludes restricted shares of 333,961 and 28,011, respectively, which were outstanding during the period but were anti-dilutive and had no exercise price. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 27, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | (12) Commitments and Contingencies The Company is subject to various claims, possible legal actions and other matters arising in the normal course of business. Management does not expect disposition of these other matters to have a material adverse effect on the financial position, results of operations or liquidity of the Company. The Company expenses legal fees as incurred. The legislation and regulations related to tax and unclaimed property matters are complex and subject to varying interpretations by both government authorities and taxpayers. The Company remits a variety of taxes and fees to various governmental authorities, including excise taxes, property taxes, sales and use taxes, and payroll taxes. The taxes and fees remitted by the Company are subject to review and audit by the applicable governmental authorities which could assert claims for additional assessments. Although management believes that the tax positions are reasonable and consequently there are no accrued liabilities for claims which may be asserted, various taxing authorities may challenge certain of the positions taken by the Company which may result in additional liability for taxes and interest. These tax positions are reviewed periodically based on the availability of new information, the lapsing of applicable statutes of limitations, the conclusion of tax audits, the identification of new tax contingencies, or the rendering of relevant court decisions. An unfavorable resolution of assessments by a governmental authority could negatively impact the Company’s results of operations and cash flows in future periods. The Company is subject to unclaimed or abandoned property (escheat) laws which require the Company to turn over to certain state governmental authorities the property of others held by the Company that has been unclaimed for specified periods of time. The Company is subject to audit by individual U.S. states with regard to its escheatment practices. On February 26, 2018, a former restaurant hourly employee filed a class action lawsuit in the Superior Court of the State of California for the County of Riverside, alleging that the Company violated the California Labor Code and California Business and Professions Code, by failing to pay minimum wages, pay overtime wages, permit required meal and rest breaks, and provide accurate wage statements, among other claims. On September 2, 2020, the class action lawsuit was amended to include two additional proposed class representatives. This lawsuit seeks unspecified penalties under the California’s Private Attorney’s General Act in addition to other monetary payments (Quiroz Guerrero, et al. v. Ruth’s Hospitality Group, Inc., et al.; Case No RIC1804127). Although the ultimate outcome of this matter, including any possible loss, cannot be predicted or reasonably estimated at this time, we have vigorously defended this matter and intend to continue doing so. The Company currently buys a majority of its beef from two suppliers. Although there are a limited number of beef suppliers, management believes that other suppliers could provide similar product on comparable terms. A change in suppliers, however, could cause supply shortages and a possible loss of sales, which would affect operating results adversely. The COVID-19 outbreak has affected and will continue to adversely affect our revenue, operating costs and liquidity, and we cannot predict how long the outbreak will last or what other government responses may occur. The COVID-19 outbreak has also adversely affected our ability to open new restaurants. Due to the uncertainty in the economy and to preserve liquidity, we have paused all construction of new restaurants and major remodel projects at existing restaurants. These changes may materially adversely affect our ability to grow our business, particularly if these construction pauses are in place for a significant amount of time. As a result of the COVID-19 outbreak, we may be unable to secure additional liquidity. The COVID-19 outbreak is adversely affecting the availability of liquidity generally in the credit markets, and there can be no guarantee that additional liquidity will be readily available or available on favorable terms, especially the longer the COVID-19 outbreak lasts. The equity markets in the United States have been extremely volatile due to the COVID-19 outbreak, and the Company’s stock price has fluctuated significantly. Continued volatility in the equity markets and our stock price could negatively impact our ability to raise capital. Our restaurant operations could be further disrupted if large numbers of our employees are diagnosed with COVID-19. If a significant percentage of our workforce is unable to work, whether because of illness, quarantine, limitations on travel or other government restrictions in connection with COVID-19, our operations may be negatively impacted, potentially materially adversely affecting our liquidity, financial condition or results of operations. Team members might seek and find other employment during the COVID-19 business interruption, which could materially adversely affect our ability to properly staff and reopen our restaurants with experienced team members when the business interruptions caused by COVID-19 abate or end. Our suppliers could be adversely impacted by the COVID-19 outbreak. If our suppliers’ employees are unable to work, whether because of illness, quarantine, limitations on travel or other government restrictions in connection with COVID-19, we could face shortages of food items or other supplies at our restaurants, and our operations and sales could be adversely impacted by such supply interruptions. We did not pay or delayed rent payments to many of our landlords during the second and third quarter s of fiscal year 2020. We have had discussions with our landlords to reduce or defer our rent payments. With some rent payments being delayed, landlords may terminate our leases or could take other actions that restrict our ability to access or reopen our stores in a timely manner. Additional government regulations or legislation as a result of COVID-19 in addition to decisions we have made and may make in the future relating to the compensation of and benefit offerings for our restaurant team members could also have an adverse effect on our business. We cannot predict the types of additional government regulations or legislation that may be passed relating to employee compensation as a result of the COVID-19 outbreak. The Company could experience other potential impacts as a result of the COVID-19 pandemic that are not completely known at this time, including, but not limited to, charges from potential adjustments to the carrying amount of goodwill, indefinite-lived intangibles and long-lived asset impairment charges. Our actual results may differ materially from the Company’s current estimates as the scope of the COVID-19 pandemic evolves, depending largely though not exclusively on the duration of the disruption to its business. |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 27, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The accompanying unaudited condensed consolidated financial statements of Ruth’s Hospitality Group, Inc. and its subsidiaries (collectively, the Company) as of September 27, 2020 and December 29, 2019 and for the thirteen and thirty-nine week periods ended September 27, 2020 and September 29, 2019 have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the SEC). The condensed consolidated financial statements include the financial statements of Ruth’s Hospitality Group, Inc. and its wholly owned subsidiaries. All inter-company balances and transactions have been eliminated in consolidation. Ruth’s Hospitality Group, Inc. is a restaurant company focused on the upscale dining segment. Ruth’s Hospitality Group, Inc. operates Company-owned Ruth’s Chris Steak House restaurants and sells franchise rights to Ruth’s Chris Steak House franchisees giving the franchisees the exclusive right to operate similar restaurants in a particular area designated in the franchise agreement. As of September 27, 2020, there were 149 Ruth’s Chris Steak House restaurants, including 74 Company-owned restaurants, three restaurants operating under contractual agreements and 72 franchisee-owned restaurants, including 21 international franchisee-owned restaurants in Aruba, Canada, China, Hong Kong, Indonesia, Japan, Mexico, Singapore and Taiwan. All Company-owned restaurants are located in the United States. During the third fiscal quarter of 2020, four Company-owned restaurants were permanently closed. On July 29, 2019, the Company completed the acquisition of substantially all of the assets of three franchisee-owned Ruth’s Chris Steak House restaurants located in Philadelphia, PA, King of Prussia, PA and Garden City, NY (the MBR Franchise Acquisition) for a cash purchase price of $18.6 million. The acquisition was funded with debt through the Company’s senior credit facility. The results of operations, financial position and cash flows of the MBR Franchise Acquisition are included in the Company’s consolidated financial statements as of the date of the acquisition. For additional information, see Note 7. The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments), which are, in the opinion of management, necessary to fairly present the operating results for the respective periods. The interim results of operations for the periods ended September 27, 2020 and September 29, 2019 are not necessarily indicative of the results that may be achieved for the full year. Certain information and footnote disclosures normally presented in annual financial statements prepared in accordance with U.S. generally accepted accounting principles (GAAP) have been condensed or omitted pursuant to the SEC’s rules and regulations. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 29, 2019. The Company operates on a 52- or 53-week fiscal year ending on the last Sunday in December. The fiscal quarters ended September 27, 2020 and September 29, 2019 each contained thirteen weeks and are referred to herein as the third quarter of fiscal year 2020 and the third quarter of fiscal year 2019, respectively. Fiscal years 2020 and 2019 are both 52-week years. |
Covid-19 Impact | COVID-19 Impact In March 2020 the World Health Organization declared the novel coronavirus ( mandatory restaurant closures, capacity limitations, social distancing guidelines or other restrictions . As a result of these developments, the Company experienced a significant negative impact on its revenues, results of operations and cash flows. In response to the business disruption caused by the COVID-19 outbreak, the Company has taken the following actions, which management expects will enable it to meet its obligations over the next twelve months. Operating Initiatives. Due to the government mandates regarding limiting or prohibiting in-restaurant dining due to COVID-19, the Company is leveraging its Ruth’s Anywhere program to enhance revenue in restaurants that have open dining rooms or in markets where take-out and delivery sales are sufficient to cover the costs of management staffing those locations. As of September 27, 2020, 72 of the 77 Company-owned and -managed restaurants were open, which included 71 restaurants offering limited capacity dining service and one restaurant offering to-go and delivery service only. As of September 27, 2020, five Company-owned restaurants were temporarily closed. Many of the franchisee-owned locations are experiencing similar disruptions to their business, and as a result, the Company waived franchise royalty requirements until their dining rooms were re-opened. As of September 27, 2020, the dining rooms in 71 of the 72 franchisee-owned restaurants were open with capacity restricted dining rooms and one franchisee-owned restaurant was temporarily closed. The Company has and expects to continue re-opening restaurants with the safety and wellbeing of its guests and team members as the top priority. As such, the Company has taken several steps to ensure it complies with relevant requirements at state, city or local levels, which are changing on a regular basis. These steps include: • an overall enhancement to its already robust sanitation and food safety standards; • requiring all restaurant team members to wear masks and gloves at all times, regularly wash their hands, and undergo health and wellness screenings, including temperature checks; • assigning a dedicated team member to clean restaurants at all times they are open; and • reconfiguring floor plans to accommodate social distancing. The Company has also taken measures to ensure its guests feel comfortable during their dining experience. For example, • dinner and wine menus are available via a Quick Response (QR) code for access on personal devices; • the Company is offering new personal side options in addition to its shareables; • the Company has created opportunities for private seating for small groups to experience personal Taste Maker wine dinners; and • for guests who would prefer to have Ruth’s at home, the Company added take-out and delivery options including online ordering, payment and curbside pickup, where available, which allow for a convenient and minimal contact experience. These precautions and measures may change from time to time as local conditions and health mandates change, and it is also possible that as local conditions and/or applicable health mandates change, the Company may be required to re-close restaurants or otherwise limit its operations. Capital and Expense Reductions . The Company has suspended all new restaurant construction and non-essential capital expenditures. The Company has also made significant reductions in ongoing operating expenses, including curtailing operations in restaurants where take-out and delivery is not viable and furloughing a significant number of team members in the field and in the Company’s Home Office. In addition, the Company also implemented reductions of home office and field expenses. The Company took measures to reduce payments to its landlords and vendors during the second and third quarters of fiscal year 2020 and is still in discussions with its landlords and vendors to reduce or defer its payments. With payments being delayed, landlords or vendors may terminate our leases and contracts or could take other actions that restrict the Company’s ability to access or reopen its stores in a timely manner. Subsequent to the end of the third quarter of fiscal year 2020, the Compensation Committee of the Board of Directors approved a one-time repayment to the non-furloughed home office employees, which includes the CEO and the current named executive officers, equaling the amount by which their salaries had been reduced during the temporary reduction period implemented in response to COVID-19 in 2020. The Board of Directors has chosen to forego payment of the cash retainer fees of non-employee members of the Board that were temporarily suspended from March 30, 2020 to August 3, 2020. Dividends and Share Buybacks . The Company suspended the quarterly cash dividend, and there are no plans for share buybacks in the foreseeable future. Balance Sheet. In March 2020, the Company entered into a second amendment to its Credit Agreement, which increased the Company’s borrowing capacity to $150.0 million and relaxed the leverage covenant restrictions to 4.0 times Bank Adjusted EBITDA through the first quarter of 2021. The Company borrowed the remaining available amount under the revolving credit facility as a precautionary measure in order to increase the Company’s cash position and preserve financial flexibility. On May 7, 2020, the Company entered into a third amendment to its Credit Agreement which waived financial covenants until the first quarter of 2021, further relaxed the leverage covenant restrictions during the first and second quarters of 2021 and added a monthly liquidity covenant. On May 18, 2020, the Company entered into a fourth amendment to its Credit Agreement which limits the amount by which the monthly liquidity covenant escalates due to net cash proceeds received from an equity offering. See Note 5 for further information on recent Credit Agreement amendments. During May 2020, the Company issued 6,454,838 shares of common stock for net proceeds of $49.6 million to further improve its liquidity. The Company used $9.8 million of the proceeds from the issuance of its common stock to repay debt. On October 26, 2020, the Company entered into a fifth amendment to its Credit Agreement which extended the term of the agreement to February 2023 This is an unprecedented event in the Company’s history, and it is uncertain how the conditions surrounding will continue to change, including the timing of lifting any restrictions or closure requirements, when additional dining room capacity will re-open at greater capacity at Company-owned restaurants, what level of customer demand the Company will experience once the dining rooms are permitted to re-open , and whether there will be additional restaurant closures from state and local governments restricting restaurant operations . The Company’s operating results, financial position and liquidity over the next twelve months will depend upon a series of factors, including the duration of restaurant shutdowns; the speed with which, and the extent to which, customers return to its restaurants; the Company ’s success in obtaining rent and other payment concessions from landlords and vendors ; and the Company’s ability to meet its Credit Agreement obligations. If the Company’s business performance does not improve to a point where it can comply with its leverage ratio, fixed charge coverage ratio and capital expenditure covenants in 2021, the Company may need to seek an amendment to, or refinance, its Credit Agreement. If the Company is able to successfully amend, extend or refinance its Credit Agreement, it may also be required to agree to additional covenants in connection with any future amendment, extension or refinancing of its Credit Agreement . |
Estimates | Estimates Management of the Company has made a number of estimates and assumptions relating to the reporting of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reporting of revenue and expenses during the periods presented to prepare these condensed consolidated financial statements in conformity with GAAP. Significant items subject to such estimates and assumptions include the carrying amounts of property and equipment, goodwill, franchise rights, operating lease right of use assets and obligations related to gift cards, income taxes, operating lease liabilities, incentive compensation, workers’ compensation and medical insurance. Actual results could differ from those estimates. |
Recent Adopted Accounting Standard | Recent Accounting Pronouncements In June 2016 the Financial Accounting Standards Board (FASB) issued ASU 2016-13, Financial Instruments – Credit Losses. This update requires immediate recognition of management’s estimates of current expected credit losses. The Company adopted this new standard on December 30, 2019. The adoption of ASU 2016-13 did not have a significant impact on the Company’s financial reporting. In January 2017 the FASB issued ASU 2017-04, Intangibles – Goodwill and Other: Simplifying the Impairment Test for Goodwill. This update eliminated the calculation of implied goodwill fair value. The Company adopted this new standard on December 30, 2019. The adoption of ASU 2017-04 did not have a significant impact on the Company’s financial reporting. In August 2018 the FASB issued ASU 2018-13, Fair Value Measurement – Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement. This update primarily amended the disclosures required surrounding Level 3 fair value measurements. The Company adopted this new standard on December 30, 2019. The adoption of ASU 2018-13 did not have a significant impact on the Company’s financial reporting. In August 2018 the FASB issued ASU 2018-15, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40). This update aligns the requirements for capitalizing implementation costs incurred in a cloud computing arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The Company adopted this new standard on December 30, 2019. The adoption of ASU 2018-15 did not have a significant impact on the Company’s financial reporting. In August 2018 the FASB issued ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments – Credit Losses. This update clarifies that receivables arising from operating leases are not within the scope of Subtopic 326-20. Instead, impairment of receivables arising from operating leases should be accounted for in accordance with Topic 842. The Company adopted this new standard on December 30, 2019. The adoption of ASU 2018-19 did not have a significant impact on the Company’s financial reporting. In December 2019 the FASB issued ASU 2019-12, Income Taxes (Topic 740). This update modifies Topic 740 to simplify the accounting for income taxes. This update is effective for the Company in the first quarter of fiscal year 2021. The adoption of ASU 2019-12 is not expected to have a significant impact on the Company’s ongoing financial reporting. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 27, 2020 | |
Fair Value Disclosures [Abstract] | |
Assets Measured at Fair Value on Non-recurring Basis | The Company’s non-financial assets measured at fair value on a non-recurring basis as of September 27, 2020 were as follows (in thousands): Fair Value as of September 27, 2020 Significant Other Observable Inputs (Level 3) Total Losses on Impairment Long-lived assets $ 1,707 $ 1,707 $ 3,213 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 27, 2020 | |
Leases [Abstract] | |
Schedule of Components of Lease Expense | The components of lease expense are as follows (in thousands): 13 Weeks Ended 13 Weeks Ended 39 Weeks Ended 39 Weeks Ended Classification September 27, 2020 September 29, 2019 September 27, 2020 September 29, 2019 Operating lease cost Restaurant operating expenses and general and administrative costs $ 6,695 $ 6,962 $ 21,177 $ 20,055 Variable lease cost Restaurant operating expenses and general and administrative costs 2,063 2,417 6,733 7,770 Total lease cost $ 8,758 $ 9,379 $ 27,910 $ 27,825 |
Schedule of Maturities of Lease Liabilities | As of September 27, 2020, maturities of lease liabilities are summarized as follows (in thousands): Operating Leases 2020, excluding first thirty-nine weeks ended September 27, 2020 $ 6,565 2021 26,585 2022 26,506 2023 24,620 2024 24,288 Thereafter 213,909 Total future minimum rental commitments 322,473 Imputed interest (95,058 ) $ 227,415 |
Schedule of Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to leases was as follows (in thousands): 39 Weeks Ended 39 Weeks Ended September 27, 2020 September 29, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 19,870 $ 19,688 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 4,207 $ 41,522 |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 27, 2020 | |
Revenue From Contract With Customer [Abstract] | |
Summary of Disaggregated Revenue by Major Component for Each Category | In the following tables, the Company’s revenue is disaggregated by major component for each category on the consolidated statements of operations (in thousands). 13 Weeks Ended September 27, 2020: Domestic International Total Revenue Restaurant sales $ 58,594 $ — $ 58,594 Franchise income 3,032 479 3,511 Other operating income 1,318 — 1,318 Total revenue $ 62,944 $ 479 $ 63,423 13 Weeks Ended September 29, 2019: Domestic International Total Revenue Restaurant sales $ 97,226 $ — $ 97,226 Franchise income 3,267 661 3,928 Other operating income 1,855 — 1,855 Total revenue $ 102,348 $ 661 $ 103,009 39 Weeks Ended September 27, 2020: Domestic International Total Revenue Restaurant sales $ 188,611 $ — $ 188,611 Franchise income 6,786 1,308 8,094 Other operating income 3,671 — 3,671 Total revenue $ 199,068 $ 1,308 $ 200,376 39 Weeks Ended September 29, 2019: Domestic International Total Revenue Restaurant sales $ 314,229 $ — $ 314,229 Franchise income 10,803 2,104 12,907 Other operating income 5,857 — 5,857 Total revenue $ 330,889 $ 2,104 $ 332,993 |
Summary of Receivables and Deferred Revenue Liabilities from Contract with Customers and Significant Changes in Deferred Revenue and Unearned Franchise Fees | The following table provides information about receivables and deferred revenue liabilities from contracts with customers (in thousands). September 27, December 29, 2020 2019 Accounts receivable, less allowance for doubtful accounts 2020 - $201; 2019 - $241 $ 7,547 $ 19,615 Deferred revenue $ 48,416 $ 52,856 Unearned franchise fees $ 2,237 $ 2,489 Significant changes in the deferred revenue balance and the unearned franchise fees balance during the first thirty-nine weeks of fiscal year 2020 are presented in the following table (in thousands). Deferred Unearned Revenue Franchise Fees Balance at December 29, 2019 $ 52,856 $ 2,489 Decreases in the beginning balance from gift card redemptions (18,565 ) — Increases due to proceeds received, excluding amounts recognized during the period 14,206 — Decreases due to recognition of franchise development and opening fees — (252 ) Increases due to proceeds received for franchise development and opening fees — — Other (81 ) — Balance at September 27, 2020 $ 48,416 $ 2,237 Significant changes in the deferred revenue balance and the unearned franchise fees balance during the first thirty-nine weeks of fiscal year 2019 are presented in the following table (in thousands). Deferred Unearned Revenue Franchise Fees Balance at December 30, 2018 $ 48,370 $ 2,680 Decreases in the beginning balance from gift card redemptions (25,455 ) — Increases due to proceeds received, excluding amounts recognized during the period 17,020 — Decreases due to recognition of franchise development and opening fees 725 (192 ) Increases due to proceeds received for franchise development and opening fees — 250 Other 339 — Balance at September 29, 2019 $ 40,999 $ 2,738 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 9 Months Ended |
Sep. 27, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Long-term debt consists of the following (in thousands): September 27, December 29, 2020 2019 Senior Credit Facility: Revolving credit facility $ 135,200 $ 64,000 Less current maturities — — $ 135,200 $ 64,000 |
Schedule of Consolidated Leverage Ratio | Period Maximum Ratio The last day of the first Fiscal Quarter of the 2021 Fiscal Year 5.00 to 1.00 The last day of the second Fiscal Quarter of the 2021 Fiscal Year 4.50 to 1.00 The last day of the third Fiscal Quarter of the 2021 Fiscal Year 4.00 to 1.00 The last day of the fourth Fiscal Quarter of the 2021 Fiscal Year and thereafter 3.00 to 1.00 |
Schedule of Minimum Cash Requirement | May 2020 $34,000,000 June 2020 $29,000,000 July 2020 $21,000,000 August 2020 $19,000,000 September 2020 $15,000,000 October 2020 1 $13,000,000 November 2020 1 $13,000,000 December 2020 $14,000,000 1 MINIMUM SCHEDULED CASH Month Cash Requirement Without Equity Issuances Cash Requirement Assuming Equity Issuances of at Least $30 Million May 2020 $34 Million $49 Million June 2020 $29 Million $44 Million July 2020 $21 Million $36 Million August 2020 $19 Million $34 Million September 2020 $15 Million $30 Million October 2020 1 $13 Million $27 Million November 2020 1 $13 Million $25 Million December 2020 $14 Million $29 Million 1 October 2020 $44,000,000 November 2020 $44,000,000 December 2020 $53,000,000 January 2021 $55,000,000 February 2021 $56,000,000 March 2021 $58,000,000 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 9 Months Ended |
Sep. 27, 2020 | |
Stockholders Equity Note [Abstract] | |
Schedule of Dividends Declared and Payable | The Company’s Board of Directors declared the following dividends during the periods presented (amounts in thousands, except per share amounts): Declaration Date Dividend per Share Record Date Total Amount Payment Date Fiscal Year 2020 February 21, 2020 $ 0.15 March 6, 2020 $ 4,428 March 20, 2020 Fiscal Year 2019 February 22, 2019 $ 0.13 March 7, 2019 $ 3,967 March 21, 2019 May 3, 2019 $ 0.13 May 23, 2019 $ 3,931 June 6, 2019 August 2, 2019 $ 0.13 August 22, 2019 $ 3,854 September 5, 2019 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 27, 2020 | |
Segment Reporting [Abstract] | |
Segment Information, Operating Profit (Loss) | 13 Weeks Ended 39 Weeks Ended September 27, September 29, September 27, September 29, 2020 2019 2020 2019 Revenues: Company-owned steakhouse restaurants $ 59,447 $ 98,475 $ 190,664 $ 317,738 Franchise operations 3,511 3,928 8,094 12,907 Unallocated other revenue and revenue discounts 465 606 1,618 2,348 Total revenues $ 63,423 $ 103,009 $ 200,376 $ 332,993 Segment profits: Company-owned steakhouse restaurants $ 8,671 $ 18,442 $ 18,877 $ 72,076 Franchise operations 3,511 3,928 8,094 12,907 Total segment profit 12,182 22,370 26,971 84,983 Unallocated operating income 465 606 1,618 2,348 Marketing and advertising expenses (889 ) (3,174 ) (5,285 ) (10,925 ) General and administrative costs (7,572 ) (8,335 ) (22,668 ) (26,016 ) Depreciation and amortization expenses (5,316 ) (5,361 ) (16,660 ) (15,453 ) Pre-opening costs (403 ) (535 ) (1,185 ) (876 ) Gain (loss) on lease modifications (310 ) — 178 — Loss on impairment (3,272 ) — (16,253 ) — Interest expense, net (1,422 ) (638 ) (3,341 ) (1,460 ) Other income (48 ) 18 (12 ) 33 Income (loss) before income tax expense $ (6,585 ) $ 4,951 $ (36,637 ) $ 32,634 Capital expenditures: Company-owned steakhouse restaurants $ 735 $ 8,495 $ 8,687 $ 18,186 Corporate assets 70 413 320 1,678 Total capital expenditures $ 805 $ 8,908 $ 9,007 $ 19,864 |
Segment Information, Assets | September 27, December 29, 2020 2019 Total assets: Company-owned steakhouse restaurants $ 424,405 $ 471,756 Franchise operations 1,776 2,435 Corporate assets - unallocated 118,196 17,756 Deferred income taxes - unallocated 8,130 4,929 Total assets $ 552,507 $ 496,876 |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 27, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | Income tax expense (benefit) differs from amounts computed by applying the federal statutory income tax rate to income from continuing operations before income taxes as follows: 39 Weeks Ended September 27, September 29, 2020 2019 Income tax expense (benefit) at statutory rates (21.0 %) 21.0 % Increase (decrease) in income taxes resulting from: State income taxes, net of federal benefit (3.3 %) 4.0 % Federal employment tax credits (7.8 %) (9.6 %) Non-deductible executive compensation 2.6 % 2.1 % Stock-based compensation 1.2 % (1.2 %) Other 1.2 % (1.3 %) Effective tax rate (27.1 %) 15.0 % |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 27, 2020 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Earnings Per Share | The following table sets forth the computation of earnings per share (amounts in thousands, except share and per share amounts): 13 Weeks Ended 39 Weeks Ended September 27, September 29, September 27, September 29, 2020 2019 2020 2019 Net income (loss) $ (5,301 ) $ 4,528 $ (26,717 ) $ 27,748 Shares: Weighted average number of common shares outstanding - basic 34,240,318 28,951,612 30,826,304 29,159,922 Weighted average number of common shares outstanding - diluted 34,240,318 29,191,076 30,826,304 29,563,396 Basic earnings (loss) per common share $ (0.15 ) $ 0.16 $ (0.87 ) $ 0.95 Diluted earnings (loss) per common share $ (0.15 ) $ 0.16 $ (0.87 ) $ 0.94 |
The Company and Basis of Pres_2
The Company and Basis of Presentation (Details Textual) $ in Thousands | Oct. 26, 2020USD ($) | Mar. 27, 2020 | Jul. 29, 2019USD ($) | May 31, 2020USD ($)shares | Mar. 29, 2020USD ($) | Sep. 27, 2020USD ($)Restaurantshares | Dec. 31, 2021Restaurant | Dec. 29, 2019shares |
Organization And Basis Of Presentation [Line Items] | ||||||||
Number of Restaurants | 77 | |||||||
Number of operating restaurants | 72 | |||||||
Number of operating restaurants remain closed | 5 | |||||||
Debt Instrument, Basis Spread on Variable Rate | 4 | |||||||
Common stock, shares issued (in shares) | shares | 6,454,838 | 34,256,367 | 28,418,691 | |||||
Sale of common stock | $ | $ 49,600 | $ 49,558 | ||||||
Revolving Credit Facility [Member] | Second Amendment to Credit Agreement [Member] | ||||||||
Organization And Basis Of Presentation [Line Items] | ||||||||
Line of Credit Facility, Maximum Borrowing Capacity upon Satisfaction of Certain Conditions | $ | $ 150,000 | |||||||
Debt Instrument, Basis Spread on Variable Rate | 4 | |||||||
Revolving Credit Facility [Member] | Fourth Amendment to Credit Agreement [Member] | Common Stock [Member] | ||||||||
Organization And Basis Of Presentation [Line Items] | ||||||||
Common stock, shares issued (in shares) | shares | 6,454,838 | |||||||
Sale of common stock | $ | $ 49,600 | |||||||
Proceeds from issuance of common stock to repay debt | $ | $ 9,800 | |||||||
Revolving Credit Facility [Member] | Fifth Amendment to Credit Agreement [Member] | Subsequent Event [Member] | ||||||||
Organization And Basis Of Presentation [Line Items] | ||||||||
Line Of Credit Facility Maximum Borrowing Capacity | $ | $ 120,000 | |||||||
Debt Instrument, Maturity Date | Feb. 28, 2023 | |||||||
MBR Franchise Acquisition Restaurants [Member] | ||||||||
Organization And Basis Of Presentation [Line Items] | ||||||||
Acquisition of franchise restaurant, net of cash acquired | $ | $ 18,600 | |||||||
Ruths Chris Steak House [Member] | ||||||||
Organization And Basis Of Presentation [Line Items] | ||||||||
Number of Restaurants | 149 | |||||||
Ruths Chris Steak House [Member] | Company [Member] | ||||||||
Organization And Basis Of Presentation [Line Items] | ||||||||
Number of Restaurants | 74 | 74 | ||||||
Ruths Chris Steak House [Member] | Contractual Agreement [Member] | ||||||||
Organization And Basis Of Presentation [Line Items] | ||||||||
Number of Restaurants | 3 | |||||||
Ruths Chris Steak House [Member] | Franchised Units [Member] | ||||||||
Organization And Basis Of Presentation [Line Items] | ||||||||
Number of Restaurants | 72 | 72 | ||||||
Ruths Chris Steak House [Member] | Franchised Units [Member] | International [Member] | ||||||||
Organization And Basis Of Presentation [Line Items] | ||||||||
Number of Restaurants | 21 |
Fair Value Measurements (Detail
Fair Value Measurements (Details Textual) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 27, 2020USD ($)Restaurant | Jun. 28, 2020USD ($)Restaurant | Mar. 29, 2020USD ($)Restaurant | Sep. 27, 2020USD ($) | Dec. 29, 2019USD ($) | |
Fair Value, Measurements, Nonrecurring [Member] | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Non-financial assets | $ 0 | ||||
Inventory [Member] | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Impairment loss | $ 60 | $ 356 | |||
Long-lived Assets [Member] | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Impairment loss | $ 3,200 | $ 3,900 | $ 5,600 | ||
Number of restaurants | Restaurant | 7 | 5 | 7 | ||
Long-lived Assets [Member] | Fair Value, Measurements, Nonrecurring [Member] | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Impairment loss | $ 3,213 | ||||
Non-financial assets | $ 1,707 | $ 1,707 | |||
Territory Rights [Member] | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Impairment loss | $ 3,100 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets Measured at Fair Value on Non-recurring Basis (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 27, 2020 | Jun. 28, 2020 | Mar. 29, 2020 | Sep. 27, 2020 | Dec. 29, 2019 | |
Long-lived Assets [Member] | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Impairment loss | $ 3,200 | $ 3,900 | $ 5,600 | ||
Fair Value, Measurements, Nonrecurring [Member] | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Fair value | $ 0 | ||||
Fair Value, Measurements, Nonrecurring [Member] | Long-lived Assets [Member] | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Fair value | $ 1,707 | $ 1,707 | |||
Significant Other Observable Inputs (Level 3) | 1,707 | ||||
Impairment loss | $ 3,213 |
Leases (Details Textual)
Leases (Details Textual) $ in Millions | 3 Months Ended | 9 Months Ended | |
Sep. 27, 2020Lease | Jun. 28, 2020Lease | Sep. 27, 2020USD ($)Lease | |
Leases [Line Items] | |||
Operating lease options to extend description | 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. | ||
Operating lease options to extend | 20 years | 20 years | |
Weighted average term for operating leases | 13 years 4 months 24 days | 13 years 4 months 24 days | |
Weighted average discount rate for operating leases | 5.10% | 5.10% | |
Number of lease amended | 30 | 30 | |
Number of lease terminated | 8 | 8 | |
Number of leases executed | 4 | 4 | |
Undiscounted fixed payments over the initial term | $ | $ 20.2 | ||
Lease description | Additionally, the Company exited three executed leases for new Ruth’s Chris Steak House Restaurant locations during the first thirty-nine weeks of fiscal year 2020. Four executed leases remain for new Ruth’s Chris Steak House Restaurant locations with undiscounted fixed payments over the initial term of $20.2 million. These leases are expected to have an economic lease term of 20 years. These leases will commence when the landlords make the property available to the Company for the new restaurant construction. The Company will assess the reasonably certain lease term at the lease commencement date. | ||
Minimum [Member] | |||
Leases [Line Items] | |||
Operating lease options to extend | 5 years | 5 years | |
Remaining lease terms | 1 year | 1 year | |
Maximum [Member] | |||
Leases [Line Items] | |||
Remaining lease terms | 20 years | 20 years |
Leases - Schedule of Components
Leases - Schedule of Components of Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2020 | Sep. 29, 2019 | Sep. 27, 2020 | Sep. 29, 2019 | |
Leases [Abstract] | ||||
Operating lease cost | $ 6,695 | $ 6,962 | $ 21,177 | $ 20,055 |
Variable lease cost | 2,063 | 2,417 | 6,733 | 7,770 |
Total lease cost | $ 8,758 | $ 9,379 | $ 27,910 | $ 27,825 |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Lease Liabilities (Details) $ in Thousands | Sep. 27, 2020USD ($) |
Leases [Abstract] | |
2020, excluding first thirty-nine weeks ended September 27, 2020 | $ 6,565 |
2021 | 26,585 |
2022 | 26,506 |
2023 | 24,620 |
2024 | 24,288 |
Thereafter | 213,909 |
Total future minimum rental commitments | 322,473 |
Imputed interest | (95,058) |
Total | $ 227,415 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 27, 2020 | Sep. 29, 2019 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | $ 19,870 | $ 19,688 |
Right-of-use assets obtained in exchange for lease obligations: | ||
Operating leases | $ 4,207 | $ 41,522 |
Revenue - Summary of Disaggrega
Revenue - Summary of Disaggregated Revenue by Major Component for Each Category (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2020 | Sep. 29, 2019 | Sep. 27, 2020 | Sep. 29, 2019 | |
Disaggregation Of Revenue [Line Items] | ||||
Revenues | $ 63,423 | $ 103,009 | $ 200,376 | $ 332,993 |
Restaurant Sales [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 58,594 | 97,226 | 188,611 | 314,229 |
Franchise Income [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 3,511 | 3,928 | 8,094 | 12,907 |
Other Operating Income [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 1,318 | 1,855 | 3,671 | 5,857 |
Domestic [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 62,944 | 102,348 | 199,068 | 330,889 |
Domestic [Member] | Restaurant Sales [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 58,594 | 97,226 | 188,611 | 314,229 |
Domestic [Member] | Franchise Income [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 3,032 | 3,267 | 6,786 | 10,803 |
Domestic [Member] | Other Operating Income [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 1,318 | 1,855 | 3,671 | 5,857 |
International [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 479 | 661 | 1,308 | 2,104 |
International [Member] | Franchise Income [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | $ 479 | $ 661 | $ 1,308 | $ 2,104 |
Revenue - Summary of Receivable
Revenue - Summary of Receivables and Deferred Revenue Liabilities from Contract with Customers (Details) - USD ($) $ in Thousands | Sep. 27, 2020 | Dec. 29, 2019 | Sep. 29, 2019 | Dec. 30, 2018 |
Revenue From Contract With Customer [Abstract] | ||||
Accounts receivable, less allowance for doubtful accounts 2020 - $201; 2019 - $241 | $ 7,547 | $ 19,615 | ||
Deferred revenue | 48,416 | 52,856 | $ 40,999 | $ 48,370 |
Unearned franchise fees | $ 2,237 | $ 2,489 | $ 2,738 | $ 2,680 |
Revenue - Summary of Receivab_2
Revenue - Summary of Receivables and Deferred Revenue Liabilities from Contract with Customers (Details) (Parentheticals) - USD ($) $ in Thousands | Sep. 27, 2020 | Dec. 29, 2019 |
Revenue From Contract With Customer [Abstract] | ||
Allowance for doubtful accounts | $ 201 | $ 241 |
Revenue - Summary of Significan
Revenue - Summary of Significant Changes in Deferred Revenue and Unearned Franchise Fees (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 27, 2020 | Sep. 29, 2019 | |
Revenue From Contract With Customer [Abstract] | ||
Deferred Revenue, Beginning balance | $ 52,856 | $ 48,370 |
Deferred Revenue, Decreases in the beginning balance from gift card redemptions | (18,565) | (25,455) |
Deferred Revenue, Increases due to proceeds received, excluding amounts recognized during the period | 14,206 | 17,020 |
Deferred Revenue, Decreases due to recognition of franchise development and opening fees | 725 | |
Deferred Revenue, Other | (81) | 339 |
Deferred Revenue, Ending balance | 48,416 | 40,999 |
Unearned Franchise Fees, Beginning balance | 2,489 | 2,680 |
Unearned Franchise Fees, Decreases due to recognition of franchise development and opening fees | (252) | (192) |
Unearned Franchise fees, Increases due to proceeds received for franchise development and opening fees | 250 | |
Unearned Franchise Fees, Ending balance | $ 2,237 | $ 2,738 |
Long-term Debt - Summary of Lon
Long-term Debt - Summary of Long-term Debt (Details) - USD ($) $ in Thousands | Sep. 27, 2020 | Dec. 29, 2019 |
Debt Disclosure [Abstract] | ||
Revolving credit facility | $ 135,200 | $ 64,000 |
Long-term debt | $ 135,200 | $ 64,000 |
Long-term Debt (Details Textual
Long-term Debt (Details Textual) | Oct. 26, 2020USD ($) | May 18, 2020USD ($) | Mar. 27, 2020USD ($) | Sep. 18, 2019USD ($) | Feb. 02, 2017USD ($) | Mar. 28, 2021USD ($) | Jun. 28, 2020USD ($) | Mar. 29, 2020USD ($) | Sep. 27, 2020USD ($) | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Long-term Debt, Weighted Average Interest Rate, at Point in Time | 3.80% | |||||||||||||
Credit agreement initiated date | Feb. 2, 2017 | |||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 4 | |||||||||||||
CARES Act [Member] | ||||||||||||||
Proceeds from and repayment of loans under the CARES Act | $ 20,000,000 | |||||||||||||
Repayment of loans under the CARES Act | $ 20,000,000 | |||||||||||||
Amended Credit Agreement [Member] | Wells Fargo Bank, National Association and Other Lenders [Member] | ||||||||||||||
Debt Instrument, Maturity Date | Feb. 2, 2022 | |||||||||||||
Third Amendment to Credit Agreement [Member] | Forecast | ||||||||||||||
Percentage of net cash proceeds | 50.00% | |||||||||||||
Fourth Amendment to Credit Agreement [Member] | ||||||||||||||
Percentage of net cash proceeds | 50.00% | |||||||||||||
Fourth Amendment to Credit Agreement [Member] | Forecast | ||||||||||||||
Percentage of net cash proceeds | 50.00% | |||||||||||||
Fifth Amendment to Credit Agreement [Member] | ||||||||||||||
Percentage of net cash proceeds | 50.00% | |||||||||||||
Fifth Amendment to Credit Agreement [Member] | Capital Expenditure [Member] | ||||||||||||||
Excess EBITDA | $ 7,500,000 | |||||||||||||
Minimum [Member] | Third Amendment to Credit Agreement [Member] | Forecast | ||||||||||||||
Percentage of net cash proceeds | 50.00% | |||||||||||||
Proceeds from issuance of equity | $ 30,000,000 | |||||||||||||
Minimum [Member] | Fourth Amendment to Credit Agreement [Member] | ||||||||||||||
Proceeds from issuance of equity | $ 15,000,000 | |||||||||||||
Minimum [Member] | Fourth Amendment to Credit Agreement [Member] | Forecast | ||||||||||||||
Proceeds from issuance of equity | $ 30,000,000 | |||||||||||||
Minimum [Member] | Fifth Amendment to Credit Agreement [Member] | ||||||||||||||
Proceeds from issuance of equity | $ 30,000,000 | |||||||||||||
Minimum [Member] | Fifth Amendment to Credit Agreement [Member] | Capital Expenditure [Member] | ||||||||||||||
Leverage ratio after amendment | 150.00% | |||||||||||||
Maximum [Member] | Second Amendment to Credit Agreement [Member] | Repurchase or Dividend [Member] | ||||||||||||||
Consolidated leverage ratio | 250.00% | |||||||||||||
Maximum [Member] | Second Amendment to Credit Agreement [Member] | Capital Expenditure [Member] | ||||||||||||||
Consolidated leverage ratio | 250.00% | |||||||||||||
Maximum [Member] | Third Amendment to Credit Agreement [Member] | Forecast | ||||||||||||||
Consolidated leverage ratio | 275.00% | 300.00% | 400.00% | 450.00% | 500.00% | |||||||||
Fixed charge coverage ratio | 125.00% | |||||||||||||
Maximum [Member] | Fifth Amendment to Credit Agreement [Member] | Capital Expenditure [Member] | ||||||||||||||
Consolidated leverage ratio | 250.00% | |||||||||||||
Percentage of consolidated EBITDA | 75.00% | |||||||||||||
Consolidated leverage ratio | 250.00% | |||||||||||||
Consolidated leverage ratio | 250.00% | |||||||||||||
Leverage ratio after amendment | 250.00% | |||||||||||||
Leverage ratio for unlimited capital expenditures | 150.00% | |||||||||||||
London Interbank Offered Rate (LIBOR) [Member] | Amended Credit Agreement [Member] | Forecast | ||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.75% | |||||||||||||
Base [Member] | Amended Credit Agreement [Member] | Forecast | ||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | |||||||||||||
Senior Credit Facility [Member] | ||||||||||||||
Long-term Line of Credit | $ 135,200,000 | |||||||||||||
Line of Credit Facility, Remaining Borrowing Capacity | $ 1,000 | |||||||||||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.40% | |||||||||||||
Letter of Credit [Member] | ||||||||||||||
Letters of Credit Outstanding, Amount | $ 4,800,000 | |||||||||||||
Long-term Debt, Weighted Average Interest Rate, at Point in Time | 2.90% | |||||||||||||
Letter of Credit [Member] | Amended Credit Agreement [Member] | Wells Fargo Bank, National Association and Other Lenders [Member] | ||||||||||||||
Line Of Credit Facility Maximum Borrowing Capacity | $ 5,000,000 | |||||||||||||
Letter of Credit [Member] | First Amendment to Credit Agreement [Member] | Wells Fargo Bank, National Association and Other Lenders [Member] | ||||||||||||||
Line Of Credit Facility Maximum Borrowing Capacity | $ 5,000,000 | |||||||||||||
Letter of Credit [Member] | Fourth Amendment to Credit Agreement [Member] | Wells Fargo Bank, National Association and Other Lenders [Member] | ||||||||||||||
Line Of Credit Facility Maximum Borrowing Capacity | $ 5,000,000 | |||||||||||||
Letter of Credit [Member] | Fifth Amendment to Credit Agreement [Member] | Wells Fargo Bank, National Association and Other Lenders [Member] | Subsequent Event [Member] | ||||||||||||||
Line Of Credit Facility Maximum Borrowing Capacity | $ 5,000,000 | |||||||||||||
Revolving Credit Facility [Member] | ||||||||||||||
Percentage of net cash proceeds | 50.00% | |||||||||||||
Revolving Credit Facility [Member] | Amended Credit Agreement [Member] | Forecast | ||||||||||||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.40% | |||||||||||||
Revolving Credit Facility [Member] | Amended Credit Agreement [Member] | Wells Fargo Bank, National Association and Other Lenders [Member] | ||||||||||||||
Line Of Credit Facility Maximum Borrowing Capacity | $ 90,000,000 | |||||||||||||
Revolving Credit Facility [Member] | First Amendment to Credit Agreement [Member] | Wells Fargo Bank, National Association and Other Lenders [Member] | ||||||||||||||
Line Of Credit Facility Maximum Borrowing Capacity | 120,000,000 | |||||||||||||
Revolving Credit Facility [Member] | Second Amendment to Credit Agreement [Member] | ||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity upon Satisfaction of Certain Conditions | $ 150,000,000 | |||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 4 | |||||||||||||
Revolving Credit Facility [Member] | Second Amendment to Credit Agreement [Member] | Wells Fargo Bank, National Association and Other Lenders [Member] | ||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity upon Satisfaction of Certain Conditions | $ 150,000,000 | |||||||||||||
Revolving Credit Facility [Member] | Fourth Amendment to Credit Agreement [Member] | Wells Fargo Bank, National Association and Other Lenders [Member] | ||||||||||||||
Line Of Credit Facility Maximum Borrowing Capacity | $ 150,000,000 | |||||||||||||
Revolving Credit Facility [Member] | Fifth Amendment to Credit Agreement [Member] | Subsequent Event [Member] | ||||||||||||||
Line Of Credit Facility Maximum Borrowing Capacity | $ 120,000,000 | |||||||||||||
Debt Instrument, Maturity Date | Feb. 28, 2023 | |||||||||||||
Revolving Credit Facility [Member] | Fifth Amendment to Credit Agreement [Member] | Wells Fargo Bank, National Association and Other Lenders [Member] | Subsequent Event [Member] | ||||||||||||||
Line Of Credit Facility Maximum Borrowing Capacity | $ 120,000 | |||||||||||||
Debt Instrument, Maturity Date | Feb. 2, 2023 | |||||||||||||
Debt instrument, maturity description | The Fifth Amendment extended the term of the agreement by one year to February 2, 2023 | |||||||||||||
Revolving Credit Facility [Member] | Minimum [Member] | ||||||||||||||
Proceeds from issuance of equity | 30,000,000 | |||||||||||||
Revolving Credit Facility [Member] | Maximum [Member] | ||||||||||||||
Proceeds from issuance of equity | 30,000,000 | |||||||||||||
Revolving Credit Facility [Member] | Federal Funds Rate [Member] | Amended Credit Agreement [Member] | ||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 0.50% | |||||||||||||
Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | Amended Credit Agreement [Member] | ||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | |||||||||||||
Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member] | Amended Credit Agreement [Member] | ||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.50% | |||||||||||||
Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member] | Amended Credit Agreement [Member] | ||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.25% | |||||||||||||
Revolving Credit Facility [Member] | Base [Member] | Minimum [Member] | Amended Credit Agreement [Member] | ||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 0.50% | |||||||||||||
Revolving Credit Facility [Member] | Base [Member] | Maximum [Member] | Amended Credit Agreement [Member] | ||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.25% | |||||||||||||
Swingline Loans [Member] | Amended Credit Agreement [Member] | Wells Fargo Bank, National Association and Other Lenders [Member] | ||||||||||||||
Line Of Credit Facility Maximum Borrowing Capacity | $ 5,000,000 | |||||||||||||
Swingline Loans [Member] | First Amendment to Credit Agreement [Member] | Wells Fargo Bank, National Association and Other Lenders [Member] | ||||||||||||||
Line Of Credit Facility Maximum Borrowing Capacity | $ 5,000,000 | |||||||||||||
Swingline Loans [Member] | Second Amendment to Credit Agreement [Member] | Wells Fargo Bank, National Association and Other Lenders [Member] | ||||||||||||||
Line Of Credit Facility Maximum Borrowing Capacity | $ 5,000,000 | |||||||||||||
Swingline Loans [Member] | Fourth Amendment to Credit Agreement [Member] | Wells Fargo Bank, National Association and Other Lenders [Member] | ||||||||||||||
Line Of Credit Facility Maximum Borrowing Capacity | $ 5,000,000 | |||||||||||||
Swingline Loans [Member] | Fifth Amendment to Credit Agreement [Member] | Wells Fargo Bank, National Association and Other Lenders [Member] | Subsequent Event [Member] | ||||||||||||||
Line Of Credit Facility Maximum Borrowing Capacity | $ 5,000,000 |
Long-term Debt - Schedule of Co
Long-term Debt - Schedule of Consolidated Leverage Ratio (Details) | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Mar. 28, 2021 |
Third Amendment to Credit Agreement [Member] | Maximum [Member] | Forecast | |||||
Consolidated leverage ratio | 300.00% | 400.00% | 450.00% | 500.00% | 275.00% |
Long-term Debt - Schedule of Mi
Long-term Debt - Schedule of Minimum Cash Requirement (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Feb. 28, 2021 | Jan. 31, 2021 | Dec. 31, 2020 | Nov. 30, 2020 | Oct. 31, 2020 | Sep. 30, 2020 | Aug. 31, 2020 | Jul. 31, 2020 | Jun. 30, 2020 | May 31, 2020 | |
Third Amendment to Credit Agreement [Member] | ||||||||||||
Minimum cash holding requirements | [1] | $ 19,000,000 | $ 21,000,000 | $ 29,000,000 | $ 34,000,000 | |||||||
Third Amendment to Credit Agreement [Member] | Subsequent Event [Member] | ||||||||||||
Minimum cash holding requirements | [1] | $ 13,000,000 | $ 15,000,000 | |||||||||
Third Amendment to Credit Agreement [Member] | Forecast | ||||||||||||
Minimum cash holding requirements | [1] | $ 14,000,000 | $ 13,000,000 | |||||||||
Fourth Amendment to Credit Agreement [Member] | Cash Requirement Without Equity Issuances [Member] | ||||||||||||
Minimum cash holding requirements | [1] | 19,000 | 21,000 | 29,000 | 34,000 | |||||||
Fourth Amendment to Credit Agreement [Member] | Cash Requirement Assuming Equity Issuances [Member] | ||||||||||||
Minimum cash holding requirements | [1] | $ 34,000 | $ 36,000 | $ 44,000 | $ 49,000 | |||||||
Fourth Amendment to Credit Agreement [Member] | Subsequent Event [Member] | Cash Requirement Without Equity Issuances [Member] | ||||||||||||
Minimum cash holding requirements | [1] | 13,000 | 15,000 | |||||||||
Fourth Amendment to Credit Agreement [Member] | Subsequent Event [Member] | Cash Requirement Assuming Equity Issuances [Member] | ||||||||||||
Minimum cash holding requirements | [1] | 27,000 | $ 30,000 | |||||||||
Fourth Amendment to Credit Agreement [Member] | Forecast | Cash Requirement Without Equity Issuances [Member] | ||||||||||||
Minimum cash holding requirements | [1] | 14,000 | 13,000 | |||||||||
Fourth Amendment to Credit Agreement [Member] | Forecast | Cash Requirement Assuming Equity Issuances [Member] | ||||||||||||
Minimum cash holding requirements | [1] | 29,000 | 25,000 | |||||||||
Fifth Amendment to Credit Agreement [Member] | Subsequent Event [Member] | ||||||||||||
Minimum cash holding requirements | $ 44,000,000 | |||||||||||
Fifth Amendment to Credit Agreement [Member] | Forecast | ||||||||||||
Minimum cash holding requirements | $ 58,000,000 | $ 56,000,000 | $ 55,000,000 | $ 53,000,000 | $ 44,000,000 | |||||||
[1] | For each of October 2020 and November 2020, to the extent that any net cash proceeds of any equity issuances by the Company or any of its subsidiaries are included in the calculation of Minimum Scheduled Cash for such month, the amounts for such month in the chart above will be deemed to be $12,000,000 and $10,000,000, respectively. |
Long-term Debt - Schedule of _2
Long-term Debt - Schedule of Minimum Cash Requirement (Parenthetical) (Details) - USD ($) $ in Thousands | Nov. 30, 2020 | Oct. 31, 2020 |
Third Amendment to Credit Agreement [Member] | Subsequent Event [Member] | ||
Deemed Minimum Scheduled Cash | $ 12,000,000 | |
Third Amendment to Credit Agreement [Member] | Forecast | ||
Deemed Minimum Scheduled Cash | $ 10,000,000 | |
Fourth Amendment to Credit Agreement [Member] | Subsequent Event [Member] | ||
Deemed Minimum Scheduled Cash | $ 12,000,000 | |
Fourth Amendment to Credit Agreement [Member] | Forecast | ||
Deemed Minimum Scheduled Cash | $ 10,000,000 |
Shareholders' Equity (Details T
Shareholders' Equity (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
May 31, 2020 | Mar. 29, 2020 | Sep. 27, 2020 | Dec. 29, 2019 | Oct. 31, 2019 | |
Dividends Payable [Line Items] | |||||
Common stock, shares issued (in shares) | 6,454,838 | 34,256,367 | 28,418,691 | ||
Sale of common stock | $ 49,600,000 | $ 49,558,000 | |||
Common stock, share price | $ 7.75 | ||||
Restricted Stock [Member] | |||||
Dividends Payable [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 588,830 | ||||
Restricted Stock Units [Member] | |||||
Dividends Payable [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 54,550 | ||||
Revolving Credit Facility [Member] | |||||
Dividends Payable [Line Items] | |||||
Share-based Payment Award, Description | The recent amendments to the Company’s revolving credit facility currently prohibit the payment of dividends and share repurchases until our leverage ratio is less than 2.5 times Bank Adjusted EBITDA. | ||||
The 2019 Share Repurchase Plan [Member] | |||||
Dividends Payable [Line Items] | |||||
Share repurchased | 902,000 | ||||
Stock Repurchased and Retired During Period, Value | $ 13,200,000 | ||||
Stock Repurchased and Retired During Period, Average Cost per Share | $ 14.66 | ||||
Stock Repurchase Program, Remaining Authorized Repurchase Amount | $ 41,600,000 | ||||
Stock Repurchase Program, Authorized Amount | $ 60,000,000 |
Shareholders' Equity - Dividend
Shareholders' Equity - Dividends Declared (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |
Sep. 27, 2020 | Sep. 29, 2019 | |
Dividend Declared 1 [Member] | ||
Dividends Payable [Line Items] | ||
Declaration Date | Feb. 21, 2020 | Feb. 22, 2019 |
Dividend Per Share (in dollars per share) | $ 0.15 | $ 0.13 |
Record Date | Mar. 6, 2020 | Mar. 7, 2019 |
Total Amount | $ 4,428 | $ 3,967 |
Payment Date | Mar. 20, 2020 | Mar. 21, 2019 |
Dividend Declared 2 [Member] | ||
Dividends Payable [Line Items] | ||
Declaration Date | May 3, 2019 | |
Dividend Per Share (in dollars per share) | $ 0.13 | |
Record Date | May 23, 2019 | |
Total Amount | $ 3,931 | |
Payment Date | Jun. 6, 2019 | |
Dividend Declared 3 [Member] | ||
Dividends Payable [Line Items] | ||
Declaration Date | Aug. 2, 2019 | |
Dividend Per Share (in dollars per share) | $ 0.13 | |
Record Date | Aug. 22, 2019 | |
Total Amount | $ 3,854 | |
Payment Date | Sep. 5, 2019 |
Franchisee Acquisition (Details
Franchisee Acquisition (Details Textual) - MBR Franchise Acquisition Restaurants [Member] - USD ($) $ in Millions | Jul. 29, 2019 | Mar. 29, 2020 | Sep. 27, 2020 |
Business Acquisition [Line Items] | |||
Acquisition of franchise restaurant, net of cash acquired | $ 18.6 | ||
Weighted average amortization period of reaquired franchise and territory rights | 5 years 8 months 12 days | ||
Minimum [Member] | |||
Business Acquisition [Line Items] | |||
Property and equipment, useful life | 2 years | ||
Territory rights fully impaired | $ 3.3 | ||
Maximum [Member] | |||
Business Acquisition [Line Items] | |||
Property and equipment, useful life | 20 years |
Segment Information (Details Te
Segment Information (Details Textual) | 9 Months Ended | |
Sep. 27, 2020RestaurantSegment | Dec. 31, 2021Restaurant | |
Segment Reporting Information [Line Items] | ||
Number of Operating Segments | Segment | 2 | |
Number of Restaurants | 77 | |
Ruths Chris Steak House [Member] | ||
Segment Reporting Information [Line Items] | ||
Number of Restaurants | 149 | |
Company [Member] | Ruths Chris Steak House [Member] | ||
Segment Reporting Information [Line Items] | ||
Number of Restaurants | 74 | 74 |
Operated under Contractual Agreements [Member] | ||
Segment Reporting Information [Line Items] | ||
Number of Restaurants | 3 | |
Franchised Units [Member] | Ruths Chris Steak House [Member] | ||
Segment Reporting Information [Line Items] | ||
Number of Restaurants | 72 | 72 |
Segment Information - Segment I
Segment Information - Segment Information, Operating Profit (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2020 | Sep. 29, 2019 | Sep. 27, 2020 | Sep. 29, 2019 | |
Revenues: | ||||
Revenues | $ 63,423 | $ 103,009 | $ 200,376 | $ 332,993 |
Segment profits: | ||||
Gross profit | 12,182 | 22,370 | 26,971 | 84,983 |
Unallocated operating income | 465 | 606 | 1,618 | 2,348 |
Marketing and advertising expenses | (889) | (3,174) | (5,285) | (10,925) |
General and administrative costs | (7,572) | (8,335) | (22,668) | (26,016) |
Depreciation and amortization expenses | (5,316) | (5,361) | (16,660) | (15,453) |
Pre-opening costs | (403) | (535) | (1,185) | (876) |
Gain (loss) on lease modifications | (310) | 178 | ||
Loss on impairment | (3,272) | (16,253) | ||
Interest expense, net | (1,422) | (638) | (3,341) | (1,460) |
Other | (48) | 18 | (12) | 33 |
Income (loss) before income tax expense | (6,585) | 4,951 | (36,637) | 32,634 |
Capital expenditures: | ||||
Capital expenditure | 805 | 8,908 | 9,007 | 19,864 |
Operating Segments [Member] | Company-owned Steakhouse Restaurants [Member] | ||||
Revenues: | ||||
Revenues | 59,447 | 98,475 | 190,664 | 317,738 |
Segment profits: | ||||
Gross profit | 8,671 | 18,442 | 18,877 | 72,076 |
Capital expenditures: | ||||
Capital expenditure | 735 | 8,495 | 8,687 | 18,186 |
Operating Segments [Member] | Franchise Operations [Member] | ||||
Revenues: | ||||
Revenues | 3,511 | 3,928 | 8,094 | 12,907 |
Segment profits: | ||||
Gross profit | 3,511 | 3,928 | 8,094 | 12,907 |
Segment Reconciling Items [Member] | ||||
Revenues: | ||||
Revenues | 465 | 606 | 1,618 | 2,348 |
Corporate, Non-Segment [Member] | ||||
Capital expenditures: | ||||
Capital expenditure | $ 70 | $ 413 | $ 320 | $ 1,678 |
Segment Information - Segment_2
Segment Information - Segment Information, Assets (Details) - USD ($) $ in Thousands | Sep. 27, 2020 | Dec. 29, 2019 |
Segment Reporting Information [Line Items] | ||
Assets | $ 552,507 | $ 496,876 |
Operating Segments [Member] | Company-owned Steakhouse Restaurants [Member] | ||
Segment Reporting Information [Line Items] | ||
Assets | 424,405 | 471,756 |
Operating Segments [Member] | Franchise Operations [Member] | ||
Segment Reporting Information [Line Items] | ||
Assets | 1,776 | 2,435 |
Corporate, Non-Segment [Member] | ||
Segment Reporting Information [Line Items] | ||
Assets | 118,196 | 17,756 |
Deferred income taxes - unallocated | $ 8,130 | $ 4,929 |
Stock-based Employee Compensa_2
Stock-based Employee Compensation (Details Textual) - USD ($) $ in Millions | May 15, 2018 | Sep. 27, 2020 | Sep. 27, 2020 | Sep. 29, 2019 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated Share-based Compensation Expense | $ 6.8 | $ 6.1 | ||
Executive Chairman | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated Share-based Compensation Expense | $ 1.3 | |||
Restricted Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 588,830 | 588,830 | ||
Restricted Stock [Member] | Executive Chairman | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 100,601 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested, Number | 100,601 | |||
Restricted Stock Units [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 54,550 | 54,550 | ||
Omnibus Incentive Plan 2018 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Authorized Number of Shares Reserved for Future grants | 2,500,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 2,313,127 | 2,313,127 | ||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 213,249 | |||
Omnibus Incentive Plan 2018 [Member] | Share-based Compensation Award, Tranche One [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 50,419 | |||
Omnibus Incentive Plan 2018 [Member] | Share-based Compensation Award, Tranche Two [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 99,040 | |||
Omnibus Incentive Plan 2018 [Member] | Share-based Compensation Award, Tranche Three [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 55,426 | |||
Omnibus Incentive Plan 2018 [Member] | Share-based Compensation Award, Tranche Four [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 8,364 | |||
Omnibus Incentive Plan 2018 [Member] | Restricted Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 403,343 | 403,343 | ||
Omnibus Incentive Plan 2018 [Member] | Restricted Stock Units [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 54,550 | 54,550 | ||
Long-term Equity Incentive Plan 2005 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Plan expiration date | May 30, 2018 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares, Cancelled | 1,649,394 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Issuable upon Exercise of Currently Outstanding Option | 0 | 0 | ||
Long-term Equity Incentive Plan 2005 [Member] | Restricted Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 185,487 | 185,487 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of the U.S. Statutory Rate to the Effective Rate (Details) | 9 Months Ended | |
Sep. 27, 2020 | Sep. 29, 2019 | |
Effective Income Tax Rate Continuing Operations Tax Rate Reconciliation [Abstract] | ||
Income tax expense (benefit) at statutory rates | (21.00%) | 21.00% |
Increase (decrease) in income taxes resulting from: | ||
State income taxes, net of federal benefit | (3.30%) | 4.00% |
Federal employment tax credits | (7.80%) | (9.60%) |
Non-deductible executive compensation | 2.60% | 2.10% |
Stock-based compensation | 1.20% | (1.20%) |
Other | 1.20% | (1.30%) |
Effective tax rate | (27.10%) | 15.00% |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2020 | Sep. 29, 2019 | Sep. 27, 2020 | Sep. 29, 2019 | |
Income Tax [Line Items] | ||||
Income tax benefit | $ 1,284 | $ (423) | $ 9,920 | $ (4,886) |
CARES Act [Member] | ||||
Income Tax [Line Items] | ||||
Income tax benefit | 2,000 | |||
Income tax expense related to valuation allowance against deferred tax assets | $ 2,300 |
Earnings Per Share - Computatio
Earnings Per Share - Computation of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 27, 2020 | Jun. 28, 2020 | Mar. 29, 2020 | Sep. 29, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 27, 2020 | Sep. 29, 2019 | |
Earnings Per Share [Abstract] | ||||||||
Net Income (loss) | $ (5,301) | $ (17,598) | $ (3,818) | $ 4,528 | $ 9,309 | $ 13,911 | $ (26,717) | $ 27,748 |
Shares: | ||||||||
Weighted average number of common shares outstanding - basic | 34,240,318 | 28,951,612 | 30,826,304 | 29,159,922 | ||||
Weighted average number of common shares outstanding - diluted | 34,240,318 | 29,191,076 | 30,826,304 | 29,563,396 | ||||
Basic earnings (loss) per common share | $ (0.15) | $ 0.16 | $ (0.87) | $ 0.95 | ||||
Diluted earnings (loss) per common share | $ (0.15) | $ 0.16 | $ (0.87) | $ 0.94 |
Earnings Per Share (Details Tex
Earnings Per Share (Details Textual) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2020 | Sep. 29, 2019 | Sep. 27, 2020 | Sep. 29, 2019 | |
Earnings Per Share [Abstract] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 525,953 | 44,565 | 333,961 | 28,011 |
Commitments and Contingencies (
Commitments and Contingencies (Details Textual) | Sep. 27, 2020Supplier |
Commitments And Contingencies Disclosure [Abstract] | |
Number of Suppliers | 2 |