Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 29, 2015 | |
Document Information [Line Items] | |
Document Type | S1 |
Amendment Flag | false |
Document Period End Date | Sep. 29, 2015 |
Trading Symbol | HABT |
Entity Registrant Name | Habit Restaurants, Inc. |
Entity Central Index Key | 1,617,977 |
Entity Filer Category | Non-accelerated Filer |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 29, 2015 | Dec. 30, 2014 | Dec. 31, 2013 |
Current assets | |||
Cash and cash equivalents | $ 51,755 | $ 49,469 | $ 122 |
Accounts receivable | 4,772 | 3,187 | 2,204 |
Inventory | 1,063 | 909 | 686 |
Prepaid expenses | 2,964 | 1,117 | 1,315 |
Deferred tax assets | 528 | ||
Total current assets | 60,554 | 55,210 | 4,327 |
Property and equipment, net | 75,114 | 65,668 | 50,076 |
Tradenames | 12,500 | 12,500 | 12,500 |
Goodwill | 9,967 | 9,967 | 9,967 |
Deposits | 1,314 | 909 | |
Deposits and other assets, net | 2,119 | 1,441 | |
Deferred tax assets | 95,726 | 13,836 | |
Other assets, net | 107 | 102 | |
Total long-term assets | 195,426 | 103,412 | |
Total other assets | 37,724 | 23,478 | |
Total assets | 255,980 | 158,622 | 77,881 |
Current liabilities | |||
Accounts payable | 8,225 | 7,036 | 5,784 |
Employee-related accruals | 6,304 | 3,617 | 3,061 |
Accrued expenses | 5,377 | 4,218 | 2,444 |
Income tax payable | 97 | 191 | |
Sales taxes payable | 1,885 | 1,633 | 1,187 |
Current portion of long-term debt | 2,518 | ||
Deferred tax liabilities | 66 | ||
Deferred rent | 608 | 383 | |
Deferred franchise income | 270 | 55 | |
Total current liabilities | 22,832 | 17,133 | 14,994 |
Deferred rent | 11,810 | 8,461 | 6,356 |
Deemed landlord financing | 2,449 | 2,478 | 2,506 |
Deferred franchise income | 670 | 895 | 15 |
Amounts payable under Tax Receivable Agreement | 88,091 | 12,698 | |
Long-term debt, net of current portion | 8,943 | ||
Total liabilities | $ 125,852 | $ 41,665 | $ 32,814 |
Commitments and contingencies | |||
Stockholders'equity (deficit): | |||
Members'/ Stockholders' equity (deficit) | $ 45,067 | ||
Common stock value | $ 260 | ||
Additional paid-in capital | $ 71,276 | 41,317 | |
Retained earnings (deficit) | 2,246 | (32) | |
The Habit Restaurants, Inc. stockholders' equity | 73,782 | 41,545 | 45,067 |
Non-controlling interests | 56,346 | 75,412 | |
Total equity | 130,128 | 116,957 | 45,067 |
Total liabilities and members' / stockholders' equity (deficit) | 255,980 | 158,622 | $ 77,881 |
Scenario, Previously Reported Before Reclassification [Member] | |||
Current assets | |||
Inventory | 929 | ||
Total current assets | 55,230 | ||
Current liabilities | |||
Total current liabilities | 16,695 | ||
Deferred franchise income | 950 | ||
Class A Common Stock [Member] | |||
Stockholders'equity (deficit): | |||
Common stock value | 138 | 90 | |
Total equity | 138 | 90 | |
Class B Common Stock [Member] | |||
Stockholders'equity (deficit): | |||
Common stock value | 122 | 170 | |
Total equity | $ 122 | $ 170 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 29, 2015 | Dec. 30, 2014 | Nov. 25, 2014 | Dec. 31, 2013 |
Common stock, shares authorized | 140,000,000 | |||
Class A Common Stock [Member] | ||||
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | |
Common stock, shares authorized | 70,000,000 | 70,000,000 | 70,000,000 | |
Common stock, shares issued | 13,759,754 | 8,974,550 | ||
Common stock, shares outstanding | 13,759,754 | 8,974,550 | 3,224,550 | |
Class B Common Stock [Member] | ||||
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | |
Common stock, shares authorized | 70,000,000 | 70,000,000 | 70,000,000 | |
Common stock, shares issued | 12,241,482 | 17,028,204 | ||
Common stock, shares outstanding | 12,241,482 | 17,028,204 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Sep. 29, 2015 | Sep. 30, 2014 | Sep. 29, 2015 | Sep. 30, 2014 | Dec. 30, 2014 | Dec. 31, 2013 | Dec. 25, 2012 | ||||
Revenue | $ 58,648 | $ 46,996 | [1] | $ 169,961 | $ 126,266 | $ 174,619 | [1] | $ 120,373 | [2] | $ 84,158 |
Restaurant operating costs (excluding depreciation and amortization) | ||||||||||
Food and paper cost | 18,725 | 15,754 | 54,754 | 41,928 | 58,260 | 38,789 | 26,396 | |||
Labor and related expenses | 18,292 | 13,809 | 51,666 | 37,362 | 51,898 | 35,782 | 25,831 | |||
Occupancy and other operating expenses | 9,117 | 7,159 | 25,722 | 19,485 | 27,184 | 18,906 | 12,687 | |||
General and administrative expenses | 6,104 | 4,709 | 17,026 | 12,129 | 18,002 | 12,634 | 10,254 | |||
Offering related expenses | 83 | 445 | 1,217 | 445 | ||||||
Depreciation and amortization expense | 2,836 | 2,160 | 8,163 | 5,991 | 8,472 | 6,008 | 3,923 | |||
Pre-opening costs | 635 | 494 | 1,342 | 1,147 | 1,902 | 1,754 | 1,458 | |||
Loss on disposal of assets | 25 | 76 | 58 | 115 | 141 | 15 | 3 | |||
Total operating expenses | 55,817 | 44,606 | 159,948 | 118,602 | 165,859 | 113,888 | 80,552 | |||
Income from operations | 2,831 | 2,390 | [1] | 10,013 | 7,664 | 8,760 | [1] | 6,485 | [2] | 3,606 |
Other expenses | ||||||||||
Interest expense, net | 110 | 279 | 342 | 756 | 909 | 735 | 548 | |||
Income before income taxes | 2,721 | 2,111 | 9,671 | 6,908 | 7,851 | 5,750 | 3,058 | |||
Provision for income taxes | 522 | 0 | 2,089 | 0 | 299 | |||||
Net income | 2,199 | 2,111 | [1] | 7,582 | 6,908 | 7,552 | [1] | 5,750 | [2] | 3,058 |
Less: net income attributable to non-controlling interests | (1,281) | $ (2,111) | [1] | (5,304) | $ (6,908) | (7,584) | [1] | $ (5,750) | [2] | $ (3,058) |
Net income attributable to The Habit Restaurants, Inc. | $ 918 | $ 2,278 | $ (32) | [1] | ||||||
Class A Common Stock [Member] | ||||||||||
Net income attributable to The Habit Restaurants, Inc. per share Class A common stock: | ||||||||||
Basic | $ 0.07 | $ 0.19 | $ 0 | [1],[3] | ||||||
Diluted | $ 0.07 | $ 0.19 | $ 0 | [1],[3] | ||||||
Weighted average shares of Class A common stock outstanding | ||||||||||
Basic | 13,759,754 | 12,006,932 | 8,974,550 | |||||||
Diluted | 13,762,934 | 12,013,810 | 8,974,550 | |||||||
[1] | The quarterly information presented for the quarters ended April 1, 2014, July 1, 2014 and September 30, 2014 reflect the consolidated financial statement results attributable to the LLC. The quarterly information presented for the quarter ended December 30, 2014 reflects the consolidated financial statement results of the Company. Certain totals will not sum exactly due to rounding. | |||||||||
[2] | The quarterly information presented for the fiscal year ended December 31, 2013 reflects the consolidated financial statement results entirely attributable to the LLC. Certain totals will not sum exactly due to rounding. | |||||||||
[3] | All earnings per share information attributable to these historical periods is not comparable to earnings per share information attributable to the Company after the IPO and, as such, has been omitted. |
Condensed Consolidated Stateme5
Condensed Consolidated Statement of Changes in Stockholders Equity - USD ($) $ in Thousands | Total | Class A Common Stock [Member] | Class B Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings (deficit) [Member] | Noncontrolling Interest [Member] | Members' Equity [Member] | ||
Stockholders' equity (deficit) at Dec. 27, 2011 | $ 35,874 | $ 35,874 | |||||||
Net (loss) income | 3,058 | 3,058 | |||||||
Distributions | (104) | (104) | |||||||
Unit-based compensation | 301 | 301 | |||||||
Stockholders' equity (deficit) at Dec. 25, 2012 | 39,129 | 39,129 | |||||||
Exercise of stock options | 77 | 77 | |||||||
Net (loss) income | 5,750 | [1] | 5,750 | ||||||
Distributions | (149) | (149) | |||||||
Unit-based compensation | 260 | 260 | |||||||
Stockholders' equity (deficit) at Dec. 31, 2013 | 45,067 | 45,067 | |||||||
Follow-on offering, shares | 50,100 | ||||||||
Exercise of stock options | 111 | 111 | |||||||
Follow-on offering | $ 1 | $ 254 | (255) | ||||||
Net (loss) income | 7,077 | 7,077 | |||||||
Deferred taxes | (1,661) | (1,661) | |||||||
Distributions | (1,351) | (1,351) | |||||||
Unit-based compensation | 446 | 446 | |||||||
Stock split | $ 32 | (32) | |||||||
Stock split, shares | 3,174,450 | ||||||||
Dividend distributions | (29,000) | (29,000) | |||||||
Attribution of historical equity | 22,095 | (22,095) | |||||||
Stockholders' equity (deficit) at Nov. 25, 2014 | 20,689 | $ 33 | 20,656 | ||||||
Stockholders' equity (deficit), Shares at Nov. 25, 2014 | 3,224,550 | ||||||||
Stockholders' equity (deficit) at Dec. 31, 2013 | 45,067 | $ 45,067 | |||||||
Net (loss) income | [2] | 7,552 | |||||||
Stockholders' equity (deficit) at Dec. 30, 2014 | 116,957 | $ 90 | $ 170 | 41,317 | $ (32) | $ 75,412 | |||
Stockholders' equity (deficit), Shares at Dec. 30, 2014 | 8,974,550 | 17,028,204 | |||||||
Stockholders' equity (deficit) at Nov. 25, 2014 | 20,689 | $ 33 | 20,656 | ||||||
Stockholders' equity (deficit), Shares at Nov. 25, 2014 | 3,224,550 | ||||||||
Follow-on offering, shares | 5,750,000 | 17,028,204 | |||||||
Follow-on offering | $ 170 | (170) | |||||||
Net (loss) income | 475 | (32) | 507 | ||||||
Deferred tax assets | 16,133 | 16,133 | |||||||
Amounts payable under tax receivable agreement | (12,698) | (12,698) | |||||||
Issuance of common stock, net of offering cost | 92,289 | $ 57 | 92,232 | ||||||
Non-controlling interest adjustment | (74,905) | 74,905 | |||||||
Stock-based compensation | 69 | 69 | |||||||
Stockholders' equity (deficit) at Dec. 30, 2014 | 116,957 | $ 90 | $ 170 | 41,317 | (32) | 75,412 | |||
Stockholders' equity (deficit), Shares at Dec. 30, 2014 | 8,974,550 | 17,028,204 | |||||||
Follow-on offering, shares | 4,785,204 | (4,785,204) | |||||||
Follow-on offering | $ 48 | $ (48) | |||||||
Net (loss) income | 7,582 | 2,278 | 5,304 | ||||||
Deferred tax assets | 7,992 | 7,992 | |||||||
Tax distributions | (3,038) | (3,038) | |||||||
Other distributions | (217) | (217) | |||||||
Non-controlling interest adjustment | 21,946 | (21,946) | |||||||
Forfeiture of Class B common stock | (1,518) | ||||||||
Stock-based compensation | 852 | 21 | 831 | ||||||
Stockholders' equity (deficit) at Sep. 29, 2015 | $ 130,128 | $ 138 | $ 122 | $ 71,276 | $ 2,246 | $ 56,346 | |||
Stockholders' equity (deficit), Shares at Sep. 29, 2015 | 13,759,754 | 12,241,482 | |||||||
[1] | The quarterly information presented for the fiscal year ended December 31, 2013 reflects the consolidated financial statement results entirely attributable to the LLC. Certain totals will not sum exactly due to rounding. | ||||||||
[2] | The quarterly information presented for the quarters ended April 1, 2014, July 1, 2014 and September 30, 2014 reflect the consolidated financial statement results attributable to the LLC. The quarterly information presented for the quarter ended December 30, 2014 reflects the consolidated financial statement results of the Company. Certain totals will not sum exactly due to rounding. |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |||||
Sep. 29, 2015 | Sep. 30, 2014 | Dec. 30, 2014 | Dec. 31, 2013 | Dec. 25, 2012 | |||
Cash flows from operating activities: | |||||||
Net income | $ 7,582 | $ 6,908 | $ 7,552 | [1] | $ 5,750 | [2] | $ 3,058 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||
Depreciation and amortization expense | 8,163 | 5,991 | 8,472 | 6,008 | 3,923 | ||
Amortization of financing fees | 31 | 115 | 125 | 29 | 23 | ||
Stock-based compensation | 852 | 304 | 515 | 260 | 301 | ||
Loss on disposal of assets | 58 | 115 | 141 | 15 | 3 | ||
Deferred income taxes | 299 | ||||||
Deferred income taxes | 2,089 | 275 | |||||
Deferred rent | 184 | 206 | 321 | 327 | 581 | ||
Changes in assets and liabilities: | |||||||
Accounts receivable | 1,678 | 1,076 | 1,183 | 1,272 | 883 | ||
Inventory | (154) | (100) | (243) | (332) | (76) | ||
Prepaid expenses | (1,847) | (611) | 198 | (1,016) | (31) | ||
Deposits and other assets | (710) | (737) | (405) | (277) | (172) | ||
Accounts payable | 1,640 | 1,683 | 1,831 | 2,866 | 324 | ||
Employee-related accruals | 2,686 | 1,758 | 556 | 495 | 885 | ||
Accrued expenses | 2,204 | 795 | 2,204 | (381) | 1,258 | ||
Income taxes payable | (92) | ||||||
Sales taxes payable | 252 | 357 | 445 | 358 | 284 | ||
Net cash provided by operating activities | 24,616 | 17,860 | 23,194 | 15,374 | 11,244 | ||
Cash flows from investing activities: | |||||||
Purchase of property and equipment | (19,046) | (14,935) | (24,403) | (20,234) | (14,968) | ||
Net cash used in investing activities | (19,046) | (14,935) | (24,403) | (20,234) | (14,968) | ||
Cash flows from financing activities: | |||||||
Proceeds from exercise of stock options | 111 | 111 | 77 | ||||
Tax distributions to LLC members | (3,038) | (530) | |||||
Other distributions to LLC members | (217) | (30,351) | (149) | (104) | |||
Proceeds from deemed landlord financing | 96 | 70 | |||||
Payments on deemed landlord financing | (29) | (19) | (28) | (35) | (17) | ||
Borrowings on long-term debt | 1,000 | 33,750 | 6,150 | 4,600 | |||
Financing fees on long-term debt | (5) | (5) | (64) | ||||
Proceeds from IPO, net of offering costs | 92,289 | ||||||
Principal payments on long-term debt | (1,343) | (45,210) | (1,457) | (750) | |||
Net cash provided by (used in) financing activities | (3,284) | (786) | 50,556 | 4,682 | 3,735 | ||
Net change in cash and cash equivalents | 2,286 | 2,139 | 49,347 | (178) | 11 | ||
Cash and cash equivalents, beginning of period | 49,469 | 122 | 122 | 300 | 289 | ||
Cash and cash equivalents, end of period | 51,755 | 2,261 | 49,469 | 122 | 300 | ||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | |||||||
Cash paid for interest | 62 | 622 | 790 | 691 | 520 | ||
Cash paid for income taxes | 94 | ||||||
NON-CASH FINANCING | |||||||
Deemed landlord financing | 708 | 360 | |||||
Unpaid purchase of property and equipment | $ 1,380 | $ 3,416 | 1,528 | $ 1,735 | $ 1,443 | ||
Initial establishment of deferred tax assets | 16,133 | ||||||
Initial establishment of amounts payable under the tax receivable agreement | $ 12,698 | ||||||
[1] | The quarterly information presented for the quarters ended April 1, 2014, July 1, 2014 and September 30, 2014 reflect the consolidated financial statement results attributable to the LLC. The quarterly information presented for the quarter ended December 30, 2014 reflects the consolidated financial statement results of the Company. Certain totals will not sum exactly due to rounding. | ||||||
[2] | The quarterly information presented for the fiscal year ended December 31, 2013 reflects the consolidated financial statement results entirely attributable to the LLC. Certain totals will not sum exactly due to rounding. |
Nature of Operations and Basis
Nature of Operations and Basis of Presentation | 9 Months Ended | 12 Months Ended |
Sep. 29, 2015 | Dec. 30, 2014 | |
Nature of Operations and Basis of Presentation | Note 1—Nature of Operations and Basis of Presentation The condensed consolidated financial statements of The Habit Restaurants, Inc. include the accounts of The Habit Restaurants, LLC and its wholly-owned subsidiary (collectively the “Company”). All significant intercompany balances and transactions have been eliminated in consolidation. The Habit Restaurants, Inc. was formed as a Delaware corporation on July 24, 2014, as a holding company for the purposes of facilitating an initial public offering (the “IPO”) of shares of common stock. The Company acquired, by merger, entities that were members of The Habit Restaurants, LLC. The Company accounted for the merger as a non-substantive transaction in a manner similar to a transaction between entities under common control pursuant to Accounting Standards Codification (“ASC”) ASC 805-50 Transactions between Entities under Common Control In November 2014, the Company completed its initial public offering of 5,750,000 shares of Class A common stock, for net proceeds of $92.3 million. In April 2015, the Company completed a follow-on offering of 5,750,000 shares of Class A common stock at a price of $30.96 per share. As part of the follow-on offering, 4,785,204 common units in The Habit Restaurants, LLC (“LLC Units”), with a corresponding number of shares of Class B common stock, were exchanged and cancelled for shares of Class A common stock that were then sold on the open market. All of the shares in the offering were offered by selling stockholders, the Company did not receive any proceeds from the offering. The selling stockholders received net proceeds of approximately $170.9 million, after deducting underwriting discounts and commissions. The Company bore the costs, other than underwriting and commissions, associated with the sale of shares by the selling stockholders. Upon completion of this follow-on offering: • the public shareholders collectively owned 11,500,000 shares of our Class A common stock and collectively had 44.2% of the voting power in The Habit Restaurants, Inc.; • the existing owners of The Habit Restaurants, LLC (the “Continuing LLC Owners”) collectively held 12,243,000 LLC Units in The Habit Restaurants, LLC, representing 47.1% of the economic interest in The Habit Restaurants, LLC; • one or more historic investors collectively held 8.7% voting power in The Habit Restaurants, Inc.; and • affiliates of KarpReilly, LLC (“KarpReilly”), beneficially owned approximately 16.4% of our outstanding Class A common stock and 62.8% of our outstanding Class B common stock, which aggregated to 38.2% of our voting power. Upon the completion of the follow-on offering, because affiliates of KarpReilly collectively owned less than 50% of the total voting power of our common stock, the company was no longer a “controlled company” within the meaning of the Nasdaq listing standards. • The Habit Restaurants, Inc. directly or indirectly held 13,759,754 LLC Units, representing 52.9% of the economic interest in The Habit Restaurants, LLC, and exercises exclusive control over The Habit Restaurants, LLC, as its sole managing member. In connection with the reorganization and the Company’s initial public offering (“IPO”), the Habit Restaurants, LLC limited liability company agreement (the “LLC Agreement”) was amended and restated to, among other things, create a single new class of non-voting LLC Units. The existing owners of The Habit Restaurants, LLC continue to hold LLC Units, and such existing owners (other than The Habit Restaurants, Inc. and its wholly-owned subsidiaries) were issued a number of shares of our Class B common stock equal to the number of LLC Units held by them. These LLC Units and corresponding Class B common stock continue to be subject to any vesting, forfeiture, repurchase or similar provisions pursuant to the Pre-IPO agreement. Each share of Class B common stock provides its holder with no economic rights but entitles the holder to one vote on matters presented to The Habit Restaurants, Inc.’s stockholders. Holders of Class A common stock and Class B common stock generally vote together as a single class on all matters presented to our stockholders for their vote or approval, except as otherwise required by applicable law. The Class B common stock is not publicly traded and does not entitle its holders to receive dividends or distributions upon a liquidation, dissolution or winding up of The Habit Restaurants, Inc. As the sole managing member of The Habit Restaurants, LLC, the Company has the right to determine when distributions will be made to the unit holders of The Habit Restaurants, LLC, and the amount of any such distributions (in each case subject to the requirements with respect to the tax distributions described below). If The Habit Restaurants, Inc. authorizes a distribution, such distribution will be made to the unit holders of The Habit Restaurants, LLC, including The Habit Restaurants, Inc., pro rata in accordance with their respective ownership of the LLC Units (other than, for clarity, certain non-pro rata distributions to us to satisfy certain of our obligations). Notwithstanding the foregoing, The Habit Restaurants, LLC will bear the cost of or reimburse The Habit Restaurants, Inc. for certain expenses incurred by The Habit Restaurants, Inc. The Company also entered into a tax receivable agreement (“TRA”). The Habit Restaurants, LLC is treated by its members as a partnership for federal and applicable state income tax purposes and, as such, generally is not expected to be subject to income tax (except that it may be required to withhold and remit tax as a withholding agent). Instead, taxable income is allocated to holders of LLC Units, including the Company. Accordingly, the Company incurs income taxes on its allocable share of any net taxable income of The Habit Restaurants, LLC and also incurs expenses related to its operations. Pursuant to the LLC Agreement, The Habit Restaurants, LLC is required to make tax distributions to the holders of LLC Units, except that The Habit Restaurants, LLC’s ability to make such distributions may be subject to various limitations and restrictions, including the operating results of its subsidiaries, its cash requirements and financial condition, the applicable provisions of Delaware law that may limit the amount of funds available for distribution to its members, compliance by The Habit Restaurants, LLC and its subsidiaries with restrictions, covenants and financial ratios related to existing or future indebtedness, and other agreements entered into by The Habit Restaurants, LLC or its subsidiaries with third parties. In addition to tax expenses, The Habit Restaurants, Inc. will incur expenses related to its operations, plus payments under the TRA, which the Company expects will be significant. The Company intends to cause The Habit Restaurants, LLC to make distributions or, in the case of certain expenses, payments in an amount sufficient to allow The Habit Restaurants, Inc. to pay its taxes and operating expenses, including distributions to fund any ordinary course payments due under the TRA. Under the terms of the Company’s LLC Agreement, no member shall be obligated personally for any debt, obligation, or liability of the Company. The Company is headquartered in Irvine, California, and, as of September 29, 2015, managed and operated 124 fast casual restaurants as “The Habit Burger Grill” in California, Arizona, Utah, New Jersey and Florida. The restaurant’s menu includes charbroiled hamburgers, specialty sandwiches, fresh salads, and shakes and malts. Additionally, with the formation of its wholly-owned subsidiary in February 2013, HBG Franchise, LLC (“Franchise”), the Company began franchising its restaurant concept. Franchise was organized as a Delaware limited liability company and its future operations are dependent upon the success of the Company’s restaurant concept. The Company has entered into three licensing and three franchise agreements through September 29, 2015. The Company has three licensed locations and one franchise location as of September 29, 2015. The accompanying condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles in the United States (“GAAP”) for complete financial statements. It is the Company’s opinion that all adjustments considered necessary for the fair presentation of its results of operations, financial position, and cash flows for the periods presented have been included and are of a normal, recurring nature. The results of operations for interim periods are not necessarily indicative of the results to be expected for a full year. These financial statements should be read in conjunction with the audited financial statements and notes thereto for the year ended December 30, 2014, included in our annual report on Form 10-K. The Company uses a 52 or 53-week fiscal year ending on the last Tuesday of the calendar year. In a 52-week fiscal year, each quarter includes 13 weeks of operations. In a 53-week fiscal year, the first, second and third quarters each include 13 weeks of operations and the fourth quarter includes 14 weeks of operations. Fiscal year 2014, which ended on December 30, 2014, was a 52-week fiscal year. Fiscal year 2015 is a 52-week fiscal year. | Note 1—Nature of Operations and Basis of Presentation The consolidated financial statements of The Habit Restaurants, Inc. include the accounts of The Habit Restaurants, LLC and its wholly-owned subsidiary (collectively the “Company”). The Habit Restaurants, Inc. was formed as a Delaware corporation on July 24, 2014, as a holding company for the purposes of facilitating an initial public offering (the “IPO”) of shares of common stock. The Company acquired, by merger, entities that were members of The Habit Restaurants, LLC. The Company accounted for the merger as a non-substantive transaction in a manner similar to a transaction between entities under common control pursuant to Accounting Standards Codification (“ASC”) A SC 805-50 Transactions between Entities under Common Control In November 2014, the Company initiated its first public offering. In conjunction with the offering, the following transactions occurred: • the investors in the IPO collectively owned 5,750,000 shares of our Class A Common Stock; • the existing owners of The Habit Restaurants, LLC (the “Continuing LLC Owners”) collectively held 17,028,204 LLC Units, representing 65.4% of the economic interest in The Habit Restaurants, LLC; • the investors in the initial public offering collectively had 22.1% of the voting power in The Habit Restaurants, Inc.; • the Continuing LLC Owners, through their holdings of our Class B common stock, collectively had 65.5% of the voting power in The Habit Restaurants, Inc.; • one or more historic investors collectively had 12.4% of the voting power in The Habit Restaurants, Inc.; and • The Habit Restaurants, Inc. directly or indirectly held 8,974,550 LLC Units, representing 34.6% of the economic interest in The Habit Restaurants, LLC, and exercises exclusive control over The Habit Restaurants, LLC, as its sole managing member. As a result of the recapitalization, the assets and liabilities of The Habit Restaurants, LLC and its subsidiaries are included in the financial statements of The Habit Restaurants, Inc. at their carrying amounts as of the date of reorganization. The interests held by KarpReilly HB Co-Invest, LLC, 522 Fifth Avenue Fund, L.P., PEG U.S. Direct Corporate Finance Institutional Investors III LLC and the Company’s current and former members of management and board as well as some other investors in The Habit Restaurants, LLC are reported as non-controlling interests in the financial statements of Habit Restaurants, Inc. In connection with the IPO, the limited liability company agreement of The Habit Restaurants, LLC was amended and restated to, among other things, create a single new class of non-voting LLC Units. The existing owners of The Habit Restaurants, LLC continue to hold LLC Units, and such existing owners (other than The Habit Restaurants, Inc. and its wholly-owned subsidiaries) were issued a number of shares of our Class B common stock equal to the number of LLC Units held by them in connection with the completion of the IPO. Each share of Class B common stock provides its holder with no economic rights but entitles the holder to one vote on matters presented to The Habit Restaurants, Inc.’s stockholders. Holders of Class A common stock and Class B common stock generally vote together as a single class on all matters presented to our stockholders for their vote or approval, except as otherwise required by applicable law. The Class B common stock is not publicly traded and does not entitle its holders to receive dividends or distributions upon a liquidation, dissolution or winding up of The Habit Restaurants, Inc. As the sole managing member of The Habit Restaurants, LLC, the Company has the right to determine when distributions will be made to the unit holders of The Habit Restaurants, LLC, and the amount of any such distributions (in each case subject to the requirements with respect to the tax distributions described below). If The Habit Restaurants, Inc. authorizes a distribution, such distribution will be made to the unit holders of The Habit Restaurants, LLC, including The Habit Restaurants, Inc., pro rata in accordance with their respective ownership of the LLC Units (other than, for clarity, certain non-pro rata payments to us to satisfy certain of our obligations). Notwithstanding the foregoing, The Habit Restaurants, LLC will bear the cost of or reimburse The Habit Restaurants, Inc. for certain expenses incurred by The Habit Restaurants, Inc. The Company also entered into a tax receivable agreement (“TRA”). These transactions above are referred to as the “Recapitalization”. In connection with the Recapitalization and immediately prior to the completion of the IPO, The Habit Restaurants, LLC incurred $30 million of indebtedness under a bridge loan facility provided by California Bank & Trust (the “Bridge Loan”). The Bridge Loan matures two business days from the date that it is funded. The Company made interest payments equal to 30 day LIBOR plus 2.25%. The Habit Restaurants, LLC immediately distributed such funds to its members. The portions received by the Company’s subsidiaries were immediately distributed to the existing owners of The Habit Restaurants, Inc. prior to the completion of the IPO, subject to retention of any reserves for expenses and taxes. Immediately after the IPO, the Company directly or indirectly through its wholly-owned subsidiaries, contributed all of the net proceeds of the IPO to The Habit Restaurants, LLC in exchange for LLC Units from The Habit Restaurants, LLC at a purchase price per unit equal to the IPO price per share of Class A common stock the IPO net of underwriting discounts. In addition, The Habit Restaurants, LLC used a portion of the net proceeds to repay and extinguish the Bridge Loan. Immediately after the IPO, the Company became a holding company with no direct operations that will hold as its principal assets an equity interest in The Habit Restaurants, LLC and relies on The Habit Restaurants, LLC to provide the Company with funds necessary to meet any financial obligations. As such, the Company has no independent means of generating revenue. The Habit Restaurants, LLC is treated by its members as a partnership for federal and applicable state income tax purposes and, as such, generally is not expected to be subject to income tax (except that it may be required to withhold and remit tax as a withholding agent). Instead, taxable income is allocated to holders of LLC Units, including the Company. Accordingly, the Company incurs income taxes on its allocable share of any net taxable income of The Habit Restaurants, LLC and also incurs expenses related to its operations. Pursuant to the LLC Agreement, The Habit Restaurants, LLC is required to make tax distributions to the holders of LLC Units, except that The Habit Restaurants, LLC’s ability to make such distributions may be subject to various limitations and restrictions, including the operating results of its subsidiaries, its cash requirements and financial condition, the applicable provisions of Delaware law that may limit the amount of funds available for distribution to its members, compliance by The Habit Restaurants, LLC and its subsidiaries with restrictions, covenants and financial ratios related to existing or future indebtedness, and other agreements entered into by The Habit Restaurants, LLC or its subsidiaries with third parties. In addition to tax expenses, The Habit Restaurants, Inc. will incur expenses related to its operations, plus payments under the TRA, which the Company expects will be significant. The Company intends to cause The Habit Restaurants, LLC to make distributions or, in the case of certain expenses, payments in an amount sufficient to allow The Habit Restaurants, Inc. to pay its taxes and operating expenses, including distributions to fund any ordinary course payments due under the TRA. The Company is headquartered in Irvine, California, and managed and operated 109 fast casual restaurants as “The Habit Burger Grill” in California, Arizona, Utah and New Jersey and has a total workforce of approximately 3,095 employees as of December 30, 2014. The restaurant’s menu includes charbroiled hamburgers, specialty sandwiches, fresh salads, and shakes and malts. Under the terms of the Company’s LLC Agreement, no member shall be obligated personally for any debt, obligation, or liability of the Company. Additionally, with the formation of its wholly-owned subsidiary in February 2013, HBG Franchise, LLC (“Franchise”), The Habit Restaurants, LLC began franchising its restaurant concept. Franchise was organized as a Delaware Limited Liability Company and its future operations are dependent upon the success of the Company’s restaurant concept. The Company has entered into two licensing and three franchise agreements through the period ended December 30, 2014. The Company opened its first licensed location in fiscal year 2014 and expects to open its first franchised restaurants in 2015. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company uses a 52 or 53 week fiscal year ending on the last Tuesday of the calendar year. In a 52-week fiscal year, each quarter includes 13 weeks of operations. In a 53-week fiscal year, the first, second and third quarters each include 13 weeks of operations and the fourth quarter includes 14 weeks of operations. Fiscal year 2014, which ended on December 30, 2014, was a 52-week fiscal year. Fiscal year 2013, which ended on December 31, 2013, was a 53-week fiscal year. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 29, 2015 | Dec. 30, 2014 | |
Summary of Significant Accounting Policies | Note 2—Summary of Significant Accounting Policies Use of estimates Reclassifications Concentration of credit risk Fair value measurements Income taxes Non-controlling interests Net income attributable to non-controlling interests is computed as follows (dollar amounts in thousands): 13 Weeks Ended 39 Weeks Ended Income before income taxes $ 2,721 $ 9,671 Non-controlling interests ownership percentage 47.1 % 54.8 % Net income attributable to non-controlling interests $ 1,281 $ 5,304 Earnings per Share (amounts in thousands, except share and per share data) 13 Weeks Ended 39 Weeks Ended Numerator: Net income attributable to controlling and non-controlling interests $ 2,199 $ 7,582 Less: net income attributable to non-controlling interests $ (1,281 ) $ (5,304 ) Net income attributable to The Habit Restaurants, Inc. $ 918 $ 2,278 Denominator: Weighted average shares of Class A common stock outstanding Basic 13,759,754 12,006,932 Diluted 13,762,934 12,013,810 Net income attributable to The Habit Restaurants, Inc. per share Class A common stock Basic $ 0.07 $ 0.19 Diluted $ 0.07 $ 0.19 Below is a reconciliation of basic and diluted share counts Basic 13,759,754 12,006,932 Dilutive effect of stock options 3,180 6,878 Diluted 13,762,934 12,013,810 The Company’s Class B common stock represent voting interests and do not participate in the earnings of the Company. Accordingly, there is no earnings per share related to the Company’s Class B common stock. Diluted earnings per share of Class A common stock is computed similarly to basic earnings per share except the weighted average shares outstanding are increased to include additional shares from the assumed exercise of any common stock equivalents using the treasury method, if dilutive. The Company’s LLC Units are considered common stock equivalents for this purpose. The number of additional shares of Class A common stock related to these common stock equivalents is calculated using the if converted method. The potential impact of the exchange of the 12,241,482 LLC Units on the diluted EPS had no impact and were therefore excluded from the calculation. The Company completed its IPO on November 25, 2014. Since that date, the Company has consolidated its results into the results of The Habit Restaurants, LLC. As a result, only the net income attributable to the Company’s controlling interest from the period subsequent to the IPO is considered in the earnings per share calculation. As of September 29, 2015, there were 2,525,275 options authorized under our 2014 Omnibus Incentive Plan of which 218,186 had been granted as of September 29, 2015. The number of dilutive shares of Class A common stock related to these options was calculated using the treasury stock method. Recent Accounting Pronouncements 2015-11 In February 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-02, “Consolidation: Amendments to the Consolidation Analysis.” This update improves targeted areas of the consolidation guidance and reduces the number of consolidation models. This update is effective for annual and interim periods in fiscal years beginning after December 15, 2015, with early adoption permitted. The adoption of ASU 2015-02 is not expected to have a material impact on our consolidated financial position or results of operations. In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers. This ASU is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. The FASB has approved a one year deferral of this standard, and this pronouncement is now effective for annual reporting periods beginning after December 15, 2017, with early adoption permitted. Accordingly, the Company will adopt this ASU on December 27, 2017. Companies may use either a full retrospective or a modified retrospective approach to adopt this ASU. The Company is currently evaluating the impact of the adoption of this standard on its consolidated results of operation and financial position, as well as which transition approach to use. | Note 2—Summary of Significant Accounting Policies Principles of consolidation Non-controlling Interest Use of estimates Segment information Cash and cash equivalents Accounts receivable Inventory Concentration of credit risk Supplier concentration The Company believes there are other available alternatives to the current vendor; however, the philosophy of the Company is to concentrate its purchases over a limited number of suppliers in order to maintain quality, consistency, delivery requirements and cost controls and to increase the suppliers’ commitment to the Company. The Company relies upon, and expects to continue to rely upon, several single source suppliers; however, management believes sufficient alternative suppliers exist in the marketplace. Fair value of financial instruments Property and equipment Maintenance and repairs are charged against income as incurred and additions, renewals, and improvements are capitalized. Smallwares which consist of pots, pans and other cooking utensils are carried at cost and any replacements are expensed when acquired. Goodwill Tradenames Impairment of long-lived assets Deferred rent and tenant improvement allowances Asset Retirement Obligations (AROs Unearned Franchise Fees Revenue recognition Franchise fee revenue Royalty revenue Brand fee revenue Franchise area development fees Sales tax Gift certificates and gift cards Advertising costs Pre-opening costs Income taxes The Company accounts for uncertain tax positions in accordance with ASC 740, Income Taxes. ASC 740 prescribes a recognition threshold and measurement process for accounting for uncertain tax positions and also provides guidance on various related matters such as derecognition, interest, penalties, and required disclosures. The Company recorded an uncertain tax liability of $167,000 relating to underpayment of prior years’ state income taxes at December 30, 2014. However, the Company did not recognize interest expense for uncertain tax positions for the years ended December 30, 2014 as the Company believes that the exposure would be immaterial from the financial reporting point of view. In the future, if an uncertain tax position arises, interest and penalties will be accrued and included on the provision for income taxes line of the Statements of Consolidated Income. The Company files tax returns in the U.S. federal and state jurisdictions. Generally, the Company is subject to examination by U.S. federal (or state and local) income tax authorities for three to four years from the filing of a tax return. Management incentive plans In conjunction with the Company’s initial public offering, all vested and un-vested units issued under this plan were exchanged for LLC Units. The Company measures stock-based compensation cost at the grant date based on the fair value of the award and recognizes it as expense, net of estimated forfeitures, over the vesting or service period, as applicable, of the award using the straight-line method. Comprehensive income Earnings per Share (amounts in thousands, except share and per share data) Year Ended Net loss attributable to Habit Restaurants, Inc. $ (32 ) Net loss attributable to Habit Restaurants, Inc. per share Class A common stock Basic $ (0.00 ) Diluted $ (0.00 ) Weighted average shares of Class A common stock outstanding: Basic 8,974,550 Diluted 8,974,550 The Company completed its initial public offering on November 25, 2014. Since that date, the Company has consolidated its results into the results of The Habit Restaurants, LLC. As a result, only the net loss attributable to the Company’s controlling interest from the period subsequent to the initial public offering is considered in the net loss per share calculation. The computation of weighted average basic and diluted shares of common stock outstanding considers the outstanding shares from the date of the initial public offering, November 25, 2014, through December 30, 2014. As of December 30, 2014, there were 2,525,275 options authorized under our 2014 Omnibus Incentive Plan of which 16,667 had been granted as of December 30, 2014. These options were not included in the calculation of diluted loss per common share because the effect would have been anti-dilutive. Recent Accounting Pronouncements |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 29, 2015 | |
Fair Value Measurements | Note 3—Fair Value Measurements Fair value measurements enable the reader of the financial statements to assess the inputs used to develop those measurements by establishing a hierarchy for ranking the quality and reliability of the information used to determine fair values. The Company classifies and discloses assets and liabilities carried at fair value in one of the following three categories: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs that are not corroborated by market data. The fair values of the Company’s investments in marketable securities are based on quoted prices in active markets for identical assets. The fair value of the investments in marketable securities at September 29, 2015 was $43.0 million and the Company classified such investments as Level 1. There were no investments at December 30, 2014. |
Property and Equipment, net
Property and Equipment, net | 9 Months Ended | 12 Months Ended |
Sep. 29, 2015 | Dec. 30, 2014 | |
Property and Equipment, net | Note 4—Property and Equipment, net Property and equipment consists of the following (amounts in thousands): December 30, September 29, Leasehold improvements $ 44,779 $ 51,786 Equipment 22,125 25,660 Furniture and fixtures 14,945 16,609 Buildings under deemed landlord financing 2,548 2,548 Smallwares 831 967 Vehicles 686 926 Construction in progress 3,469 8,259 89,383 106,755 Less: Accumulated depreciation and amortization (23,715 ) (31,641 ) $ 65,668 $ 75,114 Depreciation expense was approximately $2,160,000 and $2,836,000 and $5,991,000 and $8,163,000 for the 13 and 39 weeks ended September 30, 2014 and September 29, 2015, respectively. As a result of the application of build-to-suit lease guidance contained in ASC 840-40-55, the Company has determined that it is the accounting owner of a total of seven buildings under deemed landlord financing as of December 30, 2014 and September 29, 2015, and are included in the Company’s property and equipment. Included in the buildings under deemed landlord financing is the estimated construction costs of the landlord for the shell building. | Note 4—Property and Equipment, net Property and equipment consists of the following: (amounts in thousands): Fiscal Year Ended December 31, December 30, Leasehold improvements $ 32,572 $ 44,779 Equipment 15,872 22,125 Furniture and fixtures 11,365 14,945 Buildings under deemed landlord financing 2,548 2,548 Smallwares 580 831 Vehicles 445 686 Construction in progress 2,220 3,469 65,602 89,383 Less: Accumulated depreciation and amortization (15,526 ) (23,715 ) $ 50,076 $ 65,668 Depreciation expense was $3,923,000, $6,008,000 and $8,472,000 for the years ended December 25, 2012, December 31, 2013 and December 30, 2014, respectively. As a result of the application of build-to-suit lease guidance contained in ASC 840-40-55, the Company has determined that it is the accounting owner of a total of seven buildings under deemed landlord financing as of December 31, 2013 and December 30, 2014, and are included in the Company’s property and equipment. Included in the buildings under deemed landlord financing is the estimated construction costs of the landlord for the shell building. See Note 7—Commitments and Contingencies for additional information. We capitalize internal payroll, payroll related and other costs directly related to the successful development, design and construction of our new restaurants. Capitalized internal payroll costs were $0.6 million, $0.8 million and $1.0 million for the years ended December 25, 2012, December 31, 2013 and December 30, 2014, respectively. |
Income Taxes
Income Taxes | 9 Months Ended | 12 Months Ended |
Sep. 29, 2015 | Dec. 30, 2014 | |
Income Taxes | Note 5—Income Taxes The Habit Restaurants, Inc. is subject to U.S. federal and state income taxation on its allocable portion of the income of The Habit Restaurants, LLC. The “Provision for income taxes” in the accompanying condensed consolidated statements of income for the 13 and 39 weeks ended September 29, 2015 is based on an estimate of the Company’s annualized effective income tax rate. The Company’s effective tax rate includes a rate benefit attributable to the fact that the Company’s subsidiary, The Habit Restaurants, LLC, operates as a limited liability company which is not itself subject to federal income tax. Accordingly, the portion of the Company’s subsidiary earnings attributable to the non-controlling interests are subject to tax when reported as a component of the non-controlling interests’ taxable income. As a result of the recapitalization and the IPO that occurred in the fiscal year ended 2014, the portion of The Habit Restaurants, LLC’s income attributable to The Habit Restaurants Inc. is now subject to U.S. federal, state and local income taxes and is taxed at the prevailing corporate tax rates. The income tax provision reflects a tax rate of 19.18% and 21.60% for the 13 and 39 weeks ended September 29, 2015, respectively. The effective tax rate varies significantly from the federal statutory rate due to the income attributable to the non-controlling interests which is not taxed at the entity level. The income tax provision would reflect an effective tax rate of 45.7% for both of the 13 and 39 week periods ended September 29, 2015, respectively, if all of the income was taxed at Habit Restaurants, Inc. and the impact of the non-controlling interests was disregarded. Prior to July 24, 2014, The Habit Restaurants, LLC had not been subject to U.S. federal income taxes as it is organized as a limited liability company, and is treated as a partnership for federal and state income tax purposes, and therefore, there was no provision in the 13 and 39 weeks ended September 30, 2014. The Habit Restaurants, Inc. files, income tax returns in the U.S. federal jurisdiction and various state jurisdictions and such filings include an amount from The Habit Restaurants, LLC earnings based upon the Company’s ownership. The federal statute of limitations for the Company’s subsidiaries remain open for the tax years 2008 and forward as a result of net operating losses generated within those years. The statute of limitations for state and local jurisdictions generally remain open for tax years 2010 and forward. Tax Receivable Agreement In connection with the IPO that occurred in the fiscal year ended 2014, the Company entered into a Tax Receivable Agreement (“TRA”). Under the TRA, the Company generally will be required to pay to the Continuing LLC Owners 85% of the amount of cash savings, if any, in U.S. federal, state or local tax that the Company actually realize directly or indirectly (or are deemed to realize in certain circumstances) as a result of (i) certain tax attributes created as a result of the IPO and any sales or exchanges (as determined for U.S. federal income tax purposes) to or with the Company of their interests in The Habit Restaurants, LLC for shares of our Class A common stock or cash, including any basis adjustment relating to the assets of The Habit Restaurants, LLC and (ii) tax benefits attributable to payments made under the TRA (including imputed interest). The Habit Restaurants, Inc. generally will retain 15% of the applicable tax savings. The amount payable to the Continuing LLC Owners under the TRA is disclosed on the Company’s balance sheet. In addition, the TRA provides for interest, at a rate equal to one year LIBOR, accrued from the due date (without extensions) of the corresponding tax return to the date of payment specified by the TRA. To the extent that the Company is unable to timely make payments under the TRA for any reason, such payments will be deferred and will accrue interest at a rate equal to one year LIBOR plus 200 basis points until paid (although a rate equal to one year LIBOR will apply if the inability to make payments under the TRA is due to limitations imposed on the Company or any of our subsidiaries by a debt agreement in effect on the date of the IPO). The Company’s ability to make payments under the TRA and to pay its tax liabilities to taxing authorities generally will depend on our receipt of cash distributions from The Habit Restaurants, LLC. Pursuant to the LLC Agreement, the Continuing LLC Owners will have the right, from and after the expiration of the lock-up agreements described below, to exchange their LLC Units, together with a corresponding number of shares of Class B common stock (which will be cancelled in connection with any such exchange) for, at the option of The Habit Restaurants, Inc. (such determination to be made by the disinterested members of our board of directors), (i) cash consideration (calculated based on the volume-weighted average price of the Class A common stock of The Habit Restaurants, Inc., as displayed under the heading Bloomberg VWAP on the Bloomberg page designated for the Class A common stock of The Habit Restaurants, Inc. for the 15 trading days immediately prior to the delivery date of a notice of exchange) or (ii) shares of our Class A common stock on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications. These exchanges are expected to result in increases in the tax basis of the assets of The Habit Restaurants, LLC that otherwise would not have been available. Increases in tax basis resulting from such exchanges may reduce the amount of tax that The Habit Restaurants, Inc. would otherwise be required to pay in the future. This tax basis may also decrease gains (or increase losses) on future dispositions of certain assets to the extent tax basis is allocated to those assets. If the IRS or a state or local taxing authority challenges the tax basis adjustments that give rise to payments under the TRA and the tax basis adjustments are subsequently disallowed, the recipients of payments under the agreement will not reimburse us for any payments the Company previously made to them. Any such disallowance would be taken into account in determining future payments under the TRA and would, therefore, reduce the amount of any such future payments. Nevertheless, if the claimed tax benefits from the tax basis adjustments are disallowed, the Company’s payments under the TRA could exceed its actual tax savings, and the Company may not be able to recoup payments under the TRA that were calculated on the assumption that the disallowed tax savings were available. The TRA provides that (i) in the event that the Company materially breach the TRA, (ii) if, at any time, the Company elects an early termination of the TRA, or (iii) upon certain mergers, asset sales, other forms of business combinations or other changes of control, the Company’s (or our successor’s) obligations under the TRA (with respect to all LLC Units, whether or not LLC Units have been exchanged or acquired before or after such transaction) would accelerate and become payable in a lump sum amount equal to the present value of the anticipated future tax benefits calculated based on certain assumptions, including that the Company would have sufficient taxable income to fully utilize the deductions arising from the tax deductions, tax basis and other tax attributes subject to the TRA. The Company’s payment obligations under the TRA with respect to interests in The Habit Restaurants, LLC treated as sold for U.S. federal income tax purposes to the Company in connection with the IPO are calculated based on the IPO price of our Class A common stock net of underwriting discounts. As a result of the foregoing, (i) the Company could be required to make payments under the TRA that are greater than or less than the specified percentage of the actual tax savings the Company realizes in respect of the tax attributes subject to the agreements and (ii) the Company may be required to make an immediate lump sum payment equal to the present value of the anticipated future tax savings, which payment may be made years in advance of the actual realization of such future benefits, if any of such benefits are ever realized. In these situations, the Company’s obligations under the TRA could have a substantial negative impact on its liquidity and could have the effect of delaying, deferring or preventing certain mergers, asset sales, other forms of business combinations or other changes of control. There can be no assurance that the Company will be able to finance its obligations under the TRA in a manner that does not adversely affect its working capital and growth requirements. Payments under the TRA are intended to be treated as additional consideration for the applicable interests in The Habit Restaurants, LLC treated as sold or exchanged (as determined for U.S. federal income tax purposes) to or with the Company, except with respect to certain actual or imputed interest amounts payable under the TRA. As of September 29, 2015, the Company recorded a liability of $88,091,000, representing the payments due to the Continuing LLC Owners under the TRA. The increase in the TRA liability during the 39 weeks ended September 29, 2015 is a result of the follow-on offering that was completed in April 2015. As of September 29, 2015, the Company estimates that it will not have an amount payable pursuant to the TRA within the next 12-month period. Payments are due under the TRA for a given year if the Company has a net realized tax benefit. The realized tax benefit is intended to measure the decrease or increase in the actual tax liability of the Company attributable to the tax benefits defined in the TRA (i.e., basis adjustments and imputed interest), using a “with and without” methodology. Payments are anticipated to be made under the TRA for approximately 20-25 years, with the first potential payment becoming due after the filing of the Company’s 2015 federal income tax return, which will be due on September 15, 2016 (including extensions). The payments are to be made in accordance with the terms of the TRA. The Company shall pay or cause to be paid within five business days after the obligations became due (i.e. payable within 95-125 Obligations pursuant to the TRA are obligations of the Company. They do not impact the non-controlling interest. These obligations are not income tax obligations and have no impact on the tax provision or the allocation of taxes. | Note 5—Income Taxes Income before the provision for income taxes as shown in the accompanying Consolidated Statements of Income is as follows (in thousands): 2013 2014 Domestic $ 5,750 $ 7,851 Income before provision for income taxes $ 5,750 $ 7,851 Components of the provision for income taxes consist of the following (in thousands): Fiscal Year Ended 2013 2014 Current Federal $ — $ — State and local — 24 Total current expense $ — $ 24 Deferred expense Federal $ — $ 254 State and local — 21 Total deferred expense — 275 Provision for income taxes $ — $ 299 Prior to July 24, 2014, The Habit Restaurants, LLC had not been subject to U.S federal income taxes as it is organized as a limited liability company, and is treated as a partnership for federal and state income tax purposes. The Habit Restaurants, Inc. and related entities file stand-alone returns for The Habit Restaurants, LLC. As a result of the recapitalization and IPO, the portion of The Habit Restaurants, LLC’s income attributable to The Habit Restaurants, Inc. is now subject to U.S federal, state and local income taxes and is taxed at the prevailing corporate tax rates. The Habit Restaurants, Inc. will file its federal income tax return for the period beginning July 24, 2014 (the incorporation date of The Habit Restaurants, Inc.) on a consolidated basis. A reconciliation of the U.S. statutory income tax rate to The Habit Restaurants, Inc. effective tax rate is as follows: 2014 U.S. statutory tax rate 34.0 % Increase due to state and local taxes 0.6 % Effect of permanent differences 0.2 % Rate benefit as an LLC (31.0 )% Effective tax rate 3.8 % The effective tax rate includes a rate benefit attributable to the fact that The Habit Restaurants, LLC operates as a limited liability company that is treated as a partnership for federal and state income tax purposes and is not itself subject to federal and state income tax. Accordingly, the portion of The Habit Restaurants, LLC earnings attributable to the non-controlling interest are subject to tax when reported as a component of the non-controlling interests’ taxable income. Deferred income taxes are provided for the effects of temporary differences between the tax basis of an asset or liability and its reported amount in the accompanying Consolidated Balance Sheets. These temporary differences result in taxable or deductible amounts in future years. Details of The Habit Restaurants, Inc. deferred tax assets and liabilities are summarized as follows (in thousands): Fiscal Year Ended December 31, December 30, Deferred tax assets Accrued liabilities $ — $ 99 Deferred income — 801 Deferred rent — 411 Tax Receivable Agreement—imputed interest — 1,116 Goodwill and intangibles — 14,188 Net operating losses — 536 Total deferred tax assets — 17,151 Deferred tax liabilities Property and equipment — (2,488 ) Prepaids — (153 ) Other — (146 ) Total deferred tax liabilities — (2,787 ) Net deferred tax assets $ — $ 14,364 The deferred tax assets are primarily due to the tax basis of certain assets resulting from The Habit Restaurants, Inc.’s investment in The Habit Restaurants, LLC. The Habit Restaurants, Inc.’s acquisitions of interests in The Habit Restaurants, LLC (including transactions treated as “sales or exchanges” for U.S. federal income tax purposes) from the Continuing LLC Owners for shares of our Class A common stock or cash resulted in favorable tax attributes for The Habit Restaurants, Inc. In connection with the initial public offering, we entered into a Tax Receivable Agreement (“TRA”). Under the TRA, we generally are required to pay to the Continuing LLC Owners 85% of the amount of cash savings, if any, in U.S. federal, state or local tax that we actually realize directly or indirectly (or are deemed to realize in certain circumstances) as a result of (i) certain tax attributes created as a result of the IPO and any sales or exchanges (as determined for U.S. federal income tax purposes) to or with us of their interests in The Habit Restaurants, LLC for shares of our Class A common stock or cash, including any basis adjustment relating to the assets of The Habit Restaurants, LLC and (ii) tax benefits attributable to payments made under the TRA (including imputed interest). The Habit Restaurants, Inc. generally will retain 15% of the applicable tax savings. The tax effects of the increase in tax attributes that were created as a result of the IPO and the sales or exchanges are included in the table of deferred tax assets and liabilities. The amount payable to the Continuing LLC Owners under the TRA is disclosed on our balance sheet. Net deferred tax assets are also recorded related to differences between the financial reporting basis and the tax basis of The Habit Restaurants, Inc.’s proportionate share of the net assets of The Habit Restaurants, LLC. Based on The Habit Restaurants, LLC’s historical taxable income and its expected future earnings, management evaluates the uncertainty associated with booking tax benefits and determined that the deferred tax assets are more likely than not to be realized, including evaluation of deferred tax liabilities and the expectation of future taxable income. As of December 30, 2014, the Company had federal and state net operating loss carry forwards of $1,472,000 and $621,000, respectively. The federal net operating loss carry forwards will begin to expire in 2032 and the California net operating loss carry forwards will begin to expire in 2035. A reconciliation of the beginning and ending amounts of gross unrecognized tax benefits, is as follows (in thousands): Fiscal Year Ended December 31, December 30, Balance at the beginning of the year $ — $ — Increases for current year tax positions — — Increases for prior year tax positions — 167 Decreases in prior year tax positions — — Settlements with taxing authorities — — Lapse in statutes of limitations — — Balance at the end of the year $ — $ 167 Included in the balance of unrecognized tax benefits as of December 30, 2014 are $167,000 of tax benefit, that if recognized, would affect the effective tax rate. The Habit Restaurants, Inc. recognizes interest and penalties, if any, related to unrecognized tax positions in the provision for income taxes in the accompanying consolidated statement of operations. No interest or penalties were accrued as of December 31, 2013 and December 30, 2014. The Habit Restaurants, Inc. does not anticipate that the unrecognized tax benefits will significantly increase or decrease within the next twelve months of the reporting date. The Habit Restaurants, Inc. files, or will file, income tax returns in the U.S. federal jurisdiction and various state jurisdictions. The Habit Restaurants, LLC is not subject to federal income taxes as it is a flow-through entity. The federal statute of limitations for certain corporate entities acquired by The Habit Restaurants, Inc. remain open for the tax years 2008 and forward as a result of net operating losses generated within those years. The statute of limitations for state and local jurisdictions generally remain open for tax years 2010 and forward. Tax Receivable Agreement (“TRA”) In connection with the IPO, the Company entered into the TRA. Under the TRA, the Company generally will be required to pay to the Continuing LLC Owners 85% of the amount of cash savings, if any, in U.S. federal, state or local tax that we actually realize directly or indirectly (or are deemed to realize in certain circumstances) as a result of (i) certain tax attributes created as a result of the IPO and any sales or exchanges (as determined for U.S. federal income tax purposes) to or with the Company of interests in The Habit Restaurants, LLC for shares of our Class A common stock or cash, including any basis adjustment relating to the assets of The Habit Restaurants, LLC and (ii) tax benefits attributable to payments made under the TRA (including imputed interest). The Habit Restaurants, Inc. generally will retain 15% of the applicable tax savings. In addition, the TRA provides for interest, at a rate equal to one year LIBOR, accrued from the due date (without extensions) of the corresponding tax return to the date of payment specified by the TRA. To the extent that the Company is unable to timely make payments under the TRA for any reason, such payments will be deferred and will accrue interest at a rate equal to one year LIBOR plus 200 basis points until paid (although a rate equal to one year LIBOR will apply if the inability to make payments under the TRA is due to limitations imposed on the Company or any of our subsidiaries by a debt agreement in effect on the date of the IPO). The Company’s ability to make payments under the TRA and to pay its tax liabilities to taxing authorities generally will depend on our receipt of cash distributions from The Habit Restaurants, LLC. Pursuant to the LLC Agreement, the Continuing LLC Owners will have the right, from and after the expiration of the lock-up agreements described below, to exchange their LLC Units, together with a corresponding number of shares of Class B common stock (which will be cancelled in connection with any such exchange) for, at the option of The Habit Restaurants, Inc. (such determination to be made by the disinterested members of our board of directors), (i) cash consideration (generally calculated based on the volume-weighted average price of the Class A common stock of The Habit Restaurants, Inc., as displayed under the heading Bloomberg VWAP on the Bloomberg page designated for the Class A common stock of The Habit Restaurants, Inc. for the 15 trading days immediately prior to the delivery date of a notice of exchange) or (ii) shares of our Class A common stock on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications. These exchanges are expected to result in increases in the tax basis of the assets of The Habit Restaurants, LLC that otherwise would not have been available. Increases in tax basis resulting from such exchanges may reduce the amount of tax that The Habit Restaurants, Inc. would otherwise be required to pay in the future. This tax basis may also decrease gains (or increase losses) on future dispositions of certain assets to the extent tax basis is allocated to those assets. If the IRS or a state or local taxing authority challenges the tax basis adjustments that give rise to payments under the TRA and the tax basis adjustments are subsequently disallowed, the recipients of payments under the agreement will not reimburse us for any payments the Company previously made to them. Any such disallowance would be taken into account in determining future payments under the TRA and would, therefore, reduce the amount of any such future payments. Nevertheless, if the claimed tax benefits from the tax basis adjustments are disallowed, the Company’s payments under the TRA could exceed its actual tax savings, and the Company may not be able to recoup payments under the TRA that were calculated on the assumption that the disallowed tax savings were available. The TRA provides that (i) in the event that the Company materially breaches the TRA, (ii) if, at any time, the Company elects an early termination of the TRA, or (iii) upon certain mergers, asset sales, other forms of business combinations or other changes of control, the Company’s (or our successor’s) obligations under the TRA (with respect to all LLC Units, whether or not LLC Units have been exchanged or acquired before or after such transaction) would accelerate and become payable in a lump sum amount equal to the present value of the anticipated future tax benefits calculated based on certain assumptions, including that the Company would have sufficient taxable income to fully utilize the deductions arising from the tax deductions, tax basis and other tax attributes subject to the TRA. The Company’s payment obligations under the TRA with respect to interests in The Habit Restaurants, LLC treated as sold for U.S. federal income tax purposes to the Company in connection with the initial public offering are expected to be calculated based on the initial public offering price of our Class A common stock net of underwriting discounts. As a result of the foregoing, (i) the Company could be required to make payments under the TRA that are greater than or less than the specified percentage of the actual tax savings the Company realizes in respect of the tax attributes subject to the agreements and (ii) the Company may be required to make an immediate lump sum payment equal to the present value of the anticipated future tax savings, which payment may be made years in advance of the actual realization of such future benefits, if any of such benefits are ever realized. In these situations, the Company’s obligations under the TRA could have a substantial negative impact on its liquidity and could have the effect of delaying, deferring or preventing certain mergers, asset sales, other forms of business combinations or other changes of control. There can be no assurance that the Company will be able to finance its obligations under the TRA in a manner that does not adversely affect its working capital and growth requirements. Payments under the TRA are intended to be treated as additional consideration for the applicable interests in The Habit Restaurants, LLC treated as sold or exchanged (as determined for U.S. federal income tax purposes) to or with the Company, except with respect to certain actual or imputed interest amounts payable under the TRA. |
Long-Term Debt
Long-Term Debt | 9 Months Ended | 12 Months Ended |
Sep. 29, 2015 | Dec. 30, 2014 | |
Long-Term Debt | Note 6—Long-Term Debt On July 23, 2014, the Company refinanced its long-term debt with California Bank & Trust into a $35 million Credit Facility (“Credit Facility”) that matures on July 23, 2017. Term debt of $11.1 million outstanding at the time of the refinancing became the initial borrowings under the Credit Facility. All borrowings under the Credit Facility generally bear interest at a variable rate based upon the Company’s election, of (i) the base rate plus, or (ii) LIBOR, plus, in either case, an applicable margin based on certain financial results of the Company (as defined in the Credit Facility agreement). The Company’s Credit Facility also requires payment for commitment fees that accrue on the daily unused commitment of the lender at 0.25% per annum, payable quarterly. This Credit Facility was paid down in November 2014 with a portion of the net proceeds from the IPO. As of September 29, 2015, there were no borrowings outstanding against the Credit Facility. The long-term debt is secured by all the assets of the Company and the Company must comply with certain financial covenants. The long-term debt contains customary representations, warranties, negative and affirmative covenants, including a funded debt to EBITDA ratio of 2.00 to 1.00, a fixed charge coverage ratio of 1.25 to 1.00 and a requirement that EBITDA must be greater than zero for 75% or more of all restaurants open at least six months. As of September 29, 2015, the Company was in compliance with all covenants. | Note 6—Long-Term Debt On July 23, 2014, the Company refinanced its long-term debt with California Bank & Trust into a $35 million Credit Facility (“Credit Facility”) that matures on July 23, 2017. Term debt of $11.1 million outstanding at the time of the refinancing became the initial borrowings under the Credit Facility. All borrowings under the Credit Facility generally bear interest at a variable rate based upon the Company’s election, of (i) the base rate plus, or (ii) LIBOR, plus, in either case, an applicable margin based on certain financial results of the Company (as defined in the Credit Facility agreement). The Company’s Credit Facility also requires payment for commitment fees that accrue on the daily unused commitment of the lender at 0.25%. This Credit Facility was paid down in November 2014 with a portion of the net proceeds from the IPO. As of December 30, 2014, there were no borrowings outstanding against the Credit Facility. The Company also entered into a bridge loan facility provided by California Bank & Trust (the “Bridge Loan”) in November 2014 and were required to make interest payments equal to the applicable 30 day LIBOR rate plus 2.25%. The Bridge Loan was used to make a distribution to the members of the Company. The Bridge Loan matured two days from the date it was funded. A portion of the net proceeds from the IPO were used to repay and extinguish the Bridge Loan in November 2014. Term Debt: (dollar amounts in thousands) December 31, 2013 Maturity Date Amount Rate April 2016 $ 1,167 5.75 % (1) June 2017 $ 1,750 5.75 % (1) March 2019 $ 2,894 4.75 % (2) Interest Only Debt: December 31, 2013 December 30, 2014 Maturity Date Amount Rate Amount Rate March 2019 $ 5,650 4.75 % (2) N/A July 2017 $ — — $ — 2.48 % (3) (1) Interest rate varies based on the prime rate plus 2.5% (2) Interest rate varies based on the prime rate plus 1.5% (3) Interest rate varies based on the Company’s election of (i) the base rate plus, or (ii) LIBOR, plus an applicable margin based on certain financial results of the Company (as defined in the Credit Facility agreement). Interest related to the long-term debt and principal payments are due monthly. Interest expense amounted to $292,000, $455,000 and $588,000 for the fiscal years ended December 25, 2012, December 31, 2013 and December 30, 2014, respectively. The long-term debt is secured by all the assets of the Company and the Company must comply with certain financial covenants. The long-term debt contains customary representations, warranties, negative and affirmative covenants, including a funded debt to EBITDA ratio of 2.00 to 1.00, a fixed charge coverage ratio of 1.25 to 1.00 and a requirement that EBITDA must be greater than zero for 75% or more of all restaurants open at least six months. As of December 30, 2014, the Company was in compliance with all covenants. At December 30, 2014, the expected and estimated maturities of the Company’s deemed landlord financing are as follows: (in thousands) Deemed Landlord Fiscal year end Financing 2015 $ 374 2016 395 2017 404 2018 306 2019 245 Thereafter 754 $ 2,478 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended | 12 Months Ended |
Sep. 29, 2015 | Dec. 30, 2014 | |
Commitments and Contingencies | Note 7—Commitments and Contingencies Future commitments Litigation | Note 7—Commitments and Contingencies Leases In some cases, the asset the Company will lease requires construction to ready the space for its intended use, and in certain cases, the Company has involvement with the construction of leased assets. The construction period begins when the Company executes its lease agreement with the property owner and continues until the space is substantially complete and ready for its intended use. In accordance with ASC 840-40-55, the Company must consider the nature and extent of its involvement during the construction period, and in some cases, its involvement results in it being considered the accounting owner of the construction project. Primarily, such involvement results in the Company being considered the accounting owner in cases where the Company leases a “cold shell.” By completing the construction of key structural components of a leased building, the Company is deemed to have participated in the construction of the landlord asset. In such cases, the Company capitalizes the landlord’s construction costs, including the value of costs incurred up to the date the Company executes its lease (e.g., the building “shell”) and costs incurred during the remainder of construction period, as such costs are incurred. Additionally, ASC 840-40-55 requires the Company to recognize a financing obligation for construction costs incurred by the landlord. Once construction is complete, the Company is required to perform a sale-leaseback analysis pursuant to ASC 840-40 to determine if the Company can remove the landlord’s assets and associated financing obligations from the consolidated balance sheet. In certain leases, the Company maintains various forms of “continuing involvement” in the property, thereby precluding it from derecognizing the asset and associated financing obligations following the construction completion. In those cases, the Company will continue to account for the landlord’s asset as if the Company is the legal owner, and the financing obligation, similar to other debt, until the lease expires or is modified to remove the continuing involvement that prohibits de-recognition. Once de-recognition is permitted the Company would be required to account for the lease as either operating or capital in accordance with ASC 840. As of December 31, 2013 and December 30, 2014 the Company has not derecognized any landlord assets or associated financing obligations. The Company determined that it was the accounting owner of a total of seven leased buildings as a result of the application of build-to-suit lease accounting as of December 31, 2013 and December 30, 2014. The aggregate future minimum lease payments under non-cancelable operating leases are approximately: (in thousands) Deemed Operating Landlord Fiscal year end Leases Leases 2015 $ 10,584 $ 292 2016 11,473 292 2017 11,141 292 2018 11,211 241 2019 10,994 212 Thereafter 40,090 516 $ 95,493 $ 1,845 Future commitments Litigation |
Management Incentive Plans
Management Incentive Plans | 9 Months Ended | 12 Months Ended |
Sep. 29, 2015 | Dec. 30, 2014 | |
Management Incentive Plans | Note 8—Management Incentive Plans 2014 Omnibus Incentive Plan Prior to the completion of the Company’s IPO, the board of directors adopted The Habit Restaurants, Inc. 2014 Omnibus Incentive Plan (the “2014 Omnibus Incentive Plan”) and, subsequent to the IPO, all equity-based awards will be granted under the 2014 Omnibus Incentive Plan. The 2014 Omnibus Incentive Plan will also permit grants of cash bonuses beginning in fiscal year 2015. This plan authorizes 2,525,275 total options and restricted stock units. No awards may be granted under the plan after November 19, 2024. The purpose of the 2014 Omnibus Incentive Plan is to advance the Company’s interests by providing for the grant to eligible individuals of equity-based and other incentive awards. The 2014 Omnibus Incentive Plan will be administered by our board of directors or a committee of our board of directors (the “Administrator”). The Administrator will have the authority to, among other things, interpret the 2014 Omnibus Incentive Plan, determine eligibility for, grant and determine the terms of awards under the 2014 Omnibus Incentive Plan, and to do all things necessary to carry out the purposes of the 2014 Omnibus Incentive Plan. The Administrator’s determinations under the 2014 Omnibus Incentive Plan will be conclusive and binding. Compensation expense related to incentive stock options issued under the 2014 Omnibus Incentive Plan was $140,000 and $238,000 for the 13 and 39 weeks ended September 29, 2015, respectively, and is included in general and administrative expenses on the accompanying condensed consolidated statements of income. Non-Qualified Stock Options: The following table sets forth information about the fair value of the non-qualified stock option grants on the date of grant using the Black-Scholes option-pricing model and the weighted average assumptions used for such a grant for the 39 weeks ended September 29, 2015: Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding and expected to vest at December 30, 2014 16,666 $ 18.00 Granted 148,594 $ 32.12 Forfeited (1,000 ) $ 32.32 Exercised — Outstanding and expected to vest at September 29, 2015 164,260 $ 30.69 9.53 $ — Exercisable at September 29, 2015 — The aggregate intrinsic value in the table above is obtained by subtracting the weighted average exercise price from the estimated fair value of the underlying common stock as of September 29, 2015 and multiplying this result by the related number of options outstanding and expected to vest at September 29, 2015. The estimated fair value of the common stock as of September 29, 2015 used in the above calculation was $22.01 per share, the closing price of the Company’s common stock on September 29, 2015, the last trading day of the third quarter. There was approximately $1.1 million of total unrecognized compensation costs related to options granted under the Plan as of September 29, 2015. That cost is expected to be recognized over a weighted average period of 4.6 years. Restricted Stock Units: A summary of stock-based compensation activity related to restricted stock units for the 39 weeks ended September 29, 2015 are as follows: Units Weighted Average Fair Value Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding and expected to vest at December 30, 2014 — Granted 52,926 $ 32.04 Forfeited (500 ) $ 32.32 Vested — Outstanding and expected to vest at September 29, 2015 52,426 $ 32.04 9.59 $ — The aggregate intrinsic value in the table above is obtained by subtracting the weighted average fair value at grant date from the estimated fair value of the underlying common stock as of September 29, 2015 and multiplying this result by the related number of units outstanding and expected to vest at September 29, 2015. The estimated fair value of the common stock as of September 29, 2015 used in the above calculation was $22.01 per share, the closing price of the Company’s common stock on September 29, 2015, the last trading day of the third quarter. The fair value of the restricted stock units is the quoted market value of our common stock on the date of grant. As of September 29, 2015, total unrecognized stock-based compensation expense related to non-vested restricted stock units was approximately $1.5 million. That cost is expected to be recognized over a weighted average period of 4.7 years. The stock-based compensation expense related to units issued under The Habit Restaurants, LLC Management Incentive Plan for the 13 and 39 weeks ended September 30, 2014 and September 29, 2015 amounted to $193,000 and $202,000 and $304,000 and $613,000, respectively, and is included in general and administrative expenses on the accompanying condensed consolidated statements of income. In connection with the IPO, the Company converted all of the outstanding vested and unvested Class C units with an equivalent amount of vested and unvested LLC Units of The Habit Restaurants, LLC, respectively. As of September 29, 2015 there was approximately $2.7 million of total unrecognized stock-based compensation expense related to these units. That cost is expected to be recognized over a weighted average period of 2.6 years. | Note 9—Management Incentive Plans 2014 Omnibus Incentive Plan Prior to the completion of the Company’s initial public offering, the board of directors adopted The Habit Restaurants, Inc. 2014 Omnibus Incentive Plan (the “2014 Omnibus Incentive Plan”) and, subsequent to the initial public offering, all equity-based awards will be granted under the 2014 Omnibus Incentive Plan. The 2014 Omnibus Incentive Plan will also permit grants of cash bonuses beginning in fiscal year 2015. This plan authorizes 2,525,275 total options. No awards may be granted under the plan after November 19, 2024. The day prior to the completion of the Company’s initial public offering, the Company made grants to two of our non-employee directors, Mr. Ira Zecher and Mr. A. William Allen III, of options to purchase shares of the Company common stock under the 2014 Omnibus Incentive Plan. The options have an exercise price equal to the initial public offering price ($18.00) and a vesting period of three years. No other awards were made under the 2014 Omnibus Incentive Plan in 2014. The purpose of the 2014 Omnibus Incentive Plan is to advance the Company’s interests by providing for the grant to eligible individuals of equity-based and other incentive awards. The 2014 Omnibus Incentive Plan will be administered by our board of directors or a committee of our board of directors (the “Administrator”). The Administrator will have the authority to, among other things, interpret the 2014 Omnibus Incentive Plan, determine eligibility for, grant and determine the terms of awards under the 2014 Omnibus Incentive Plan, and to do all things necessary to carry out the purposes of the 2014 Omnibus Incentive Plan. The Administrator’s determinations under the 2014 Omnibus Incentive Plan will be conclusive and binding. Compensation expense related to incentive stock options was $5,000 for the year ended December 30, 2014. The following table sets forth information about the fair value of the stock option grant on the date of grant using the Black-Scholes option-pricing model and the weighted average assumptions used for such a grant: Fiscal year ended December 30, 2014 Options Weighted Average Exercise Price Beginning Balance — Granted 16,667 $ 18.00 Forfeitures — Exercised — Exchanged — Ending Balance 16,667 $ 18.00 Exercisable — $ — Disclosure Information Weighted average fair value of options granted $ 5.14 Dividend yield 0.0 % Risk-free interest rate 2.03 % Volatility 32.3 % Forfeiture rate 5.2 % Expected term (years) 5.5 Weighted-average period over which the total compensation cost of non-vested options is expected to be recognized (months) 35 The assumptions above represent management’s best estimates, but these estimates involve inherent uncertainties and the application of management’s judgment. The expected life of options granted during 2014 was based on the simplified method of estimating expected term in accordance with Staff Accounting Bulletin (“SAB”) No. 110. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury constant maturities rate in effect at the time of grant. The Company utilized a weighted rate for expected volatility based on a representative peer group within the industry. As of December 30, 2014, there was approximately $81,000 of total unrecognized stock-based compensation expense related to non-vested stock-based compensation awards granted under the Plan. That cost is expected to be recognized over future years. The Habit Restaurants, LLC Management Incentive Plan The Habit Restaurants, LLC maintained a management incentive plan (the “Plan”) for executives and other key employees of the Company. The Plan provided for the grant of Class C units of the Company. Class C units participated in the distribution of earnings of the Company above a certain threshold amount. Additionally, upon vesting, Class C units could have been converted at any time to Class A units upon payment of a stated conversion price (which may be zero). The Plan may be terminated at the discretion of the Board of Directors of the Company. No Class C unit awards shall be granted after the tenth anniversary year of the adoption of the Plan in fiscal year 2017. During the fiscal years ended December 25, 2012, December 31, 2013 and December 30, 2014, the Company granted 2,850, 1,850 and 14,574 Class C units, respectively, under the Plan. The Class C units vested over five years, with the vesting period commencing on the grant date. A vested Class C unit granted under the Plan could have been converted into a Class A unit at a conversion price ranging from $100 to $544 per Class A unit. The Company had reserved 35,410 Class A units for that purpose. The Class C units would expire 10 years from the date of grant if not converted. In the event of a termination of employment, all unvested Class C units would have been forfeited and the holder of vested Class C units would have had the option to convert into Class A units within 30 days. Upon conversion to Class A units, the Company had the right to repurchase all of the Class A units owned by the participant or any permitted transferee of the participant as defined in the LLC Agreement. This plan was terminated prior to the completion of the IPO and all units were exchanged for common units as part of the Recapitalization. The following table summarizes the activity under the Plan during the period from December 27, 2011 through December 30, 2014: Weighted Average Number of Class C units Conversion Price Remaining Contractual Term (Years) Outstanding at December 27, 2011 28,103 $ 127.79 Granted 2,850 $ 226.00 Outstanding at December 25, 2012 30,953 $ 136.14 Granted 1,850 $ 292.00 Forfeited (650 ) $ 184.00 Exercised (700 ) $ 110.00 Outstanding at December 31, 2013 31,453 $ 145.58 6.00 Granted 14,574 $ 499.81 Forfeited (675 ) $ 178.15 Exercised (825 ) $ 133.94 Exchanged (44,527 ) $ 261.25 Outstanding at December 30, 2014 — — NA The weighted average grant date fair value of the Class C units granted during the fiscal years 2012, 2013 and 2014 was $94.39, $122.72 and $499.81, respectively. The total intrinsic value of the Class C units converted into Class A units during the years ended December 31, 2013 and December 30, 2014 was $184,000 and $335,000, respectively. The Company estimated the fair value of the Class C units using the Black-Scholes option pricing model. Key input assumptions used to estimate the fair value of units included the expected unit term, the expected volatility of the Company’s units over the unit’s expected term, the risk-free interest rate over the unit’s term, and the Company’s expected annual dividend yield. The Company’s management believes that the valuation technique and the approach utilized to develop the underlying assumptions are appropriate in calculating the fair values of the Company’s units granted during fiscal years 2012, 2013 and 2014. The expected term was calculated using the simplified method. Under this method, the expected term is equal to the sum of the weighted average vesting term plus the original contractual term divided by two. The Company elected this method as there is not sufficient historical exercise data to estimate an expected term due to the limited past exercise experience. Estimates of fair value are not intended to predict actual future events or the value ultimately realized by persons who receive such units. The key input assumptions that were utilized in the valuation and recognition of units granted during the fiscal years 2012, 2013 and 2014 are summarized in the table below: December 25, 2012 December 31, 2013 December 30, 2014 Vesting period 5 years 5 years 5 years Risk-free interest rate 1.1% - 1.6% 1.3% - 2.0% 2.2% - 2.3% Dividend yield rate 0% 0% 0% Price volatility 39.8% 38.7% 32.3% Expected term 7.5 years 7.5 years 5.5 years The price volatility is based on the historical price volatility of publicly traded companies within the Company’s industry group. The expected term of the Class C units granted was estimated based on the average of the vesting period and the original contractual term. The risk free interest rate is based on the U.S. Treasury rate as of the grant date for the expected term of the units. The stock-based compensation expense for the fiscal years ended December 25, 2012, December 31, 2013 and December 30, 2014 amounted to $301,000, $260,000 and $510,000, respectively, and is included in general and administrative expenses on the accompanying consolidated statements of income. In connection with the IPO, the Company converted all of the outstanding vested and unvested Class C units with an amount of vested and unvested common units of The Habit Restaurants, LLC, respectively. As of December 30, 2014 there was approximately $3.3 million of total unrecognized stock-based compensation expense related to these units. That cost is expected to be recognized over future years as follows: Fiscal year end 2015 $ 818,000 2016 777,000 2017 717,000 2018 659,000 2019 327,000 $ 3,298,000 |
Non-controlling Interests
Non-controlling Interests | 12 Months Ended |
Dec. 30, 2014 | |
Non-controlling Interests | Note 3—Non-controlling Interests Pursuant to the LLC Agreement, the Continuing LLC Owners have the right to exchange their LLC Units, together with a corresponding number of shares of Class B common stock (which will be cancelled in connection with any such exchange) for, at the option of the Company (such determination to be made by the disinterested members of our board of directors), (i) cash consideration or (ii) shares of our Class A common stock on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications. Net income attributable to non-controlling interests is computed as follows (dollar amounts in thousands): Year Ended December 30, 2014 Income before income taxes subsequent to the IPO $ 774 Non-controlling interests ownership percentage 65.5 % Net income attributable to non-controlling interests subsequent to the IPO $ 507 The balance of the non-controlling interest from the initial public offering date of November 25, 2014 (the “IPO”) to December 30, 2014 is as follows (in thousands): Balance held by the non-controlling LLC unit holders immediately after the IPO $74,905 Allocation of income to the non-controlling LLC unit holders subsequent to the IPO 507 Balance of non-controlling interest as of December 30, 2014 $ 75,412 |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 30, 2014 | |
Employee Benefit Plan | Note 8—Employee Benefit Plan The Company maintains a qualified 401(k) retirement plan (the “401k Plan”). Certain employees are eligible to participate in the 401k Plan after completing one year of service and reaching the age of 21. The 401k Plan permits eligible employees to make contributions up to specified percentages of their compensation. The Company made discretionary matching contributions totaling approximately $41,000, $53,000 and $70,000 for the fiscal years ended December 25, 2012, December 31, 2013 and December 30, 2014, respectively. |
Management Fee
Management Fee | 12 Months Ended |
Dec. 30, 2014 | |
Management Fee | Note 10—Management Fee For providing management services to the Company, the equity investor of The Habit Restaurants, LLC earned an annual management fee of $135,000, payable quarterly. In addition, the investor was reimbursed for all expenditures made on behalf of the Company, including without limitation, legal, accounting, investment banking, consulting, research and other professional services to the Company, travel and other out-of-pocket expenses and filing and similar fees; all custody, transfer, registration and similar expenses, including: all brokerage and finders’ fees and commissions and discounts incurred in connection with the purchase or sale of securities and all interest on borrowed funds. The Company terminated this agreement with the equity investor upon completion of the IPO and paid a one-time termination fee to the equity sponsor of $500,000 that was expensed in fiscal year 2014. For the fiscal years ended December 25, 2012, December 31, 2013 and December 30, 2014, respectively, the Company incurred management fees and reimbursable expenses totaling $160,000, $144,000 and $635,000; to the investor and such amounts are included in general and administrative expenses in the combined consolidated statements of income. The Company did not owe any management fees to the investor as of December 31, 2013 and December 30, 2014. |
Membership Units
Membership Units | 12 Months Ended |
Dec. 30, 2014 | |
Membership Units | Note 11—Membership Units The Habit Restaurants, LLC’s ownership structure prior to our recapitalization allowed for four classes of members: Class A members, Class B members, Class C members, and Class D members. Class C units could only have been issued under The Habit Restaurants, LLC’s management incentive plan discussed in Note 9—Management Incentive Plans. All classes of members were entitled to receive distributions, if any, in accordance with the provisions of the Company’s LLC operating agreement. In accordance with the provisions of the Company’s LLC operating agreement, if distributions were declared, Class D members had priority over distributions prior to Class B, Class A, and Class C members in that order. Class C member distributions were restricted based on whether the units were vested or unvested at the time of the distribution and cash was paid out only on vested units. Distributions of $104,000, $149,000 and $30,351,000 were declared and paid for the fiscal years ended December 25, 2012, December 31, 2013 and December 30, 2014, respectively. Members of The Habit Restaurants, LLC who held unvested units will not receive their portion of the 2014 distribution until the units vest. Distributions of $47,000 on such amounts were paid as of December 30, 2014. The amount of the unpaid distribution as of December 30, 2014 amounted to $1,000,000. As part of the Recapitalization, these membership units have been exchanged for common units of The Habit Restaurants, LLC, referred to as “LLC Units.” All units that were previously unvested will continue to vest based on the vesting schedule of the outstanding unvested Class C unit from which it was converted. The Company has the right to determine, subject to certain tax distributions, when distributions will be made to holders of LLC Units and the amount of any such distributions. If a distribution is authorized, such distribution will be made to the holders of common units (including the Company and its subsidiaries) pro rata in accordance with the percentages of their respective LLC Units (other than, for clarity, certain non-pro-rata payments to the Company to satisfy certain of its obligations). Additionally, the new vested and unvested LLC Units received upon the conversion of vested and unvested Class C units are entitled to receive distributions, if any, from The Habit Restaurants, LLC, provided, however, that distributions (other than tax distributions) in respect of unvested LLC Units will only be delivered to the holder thereof when, as, and if such common units ultimately vest. Pursuant to and subject to the terms of the Limited Liability Company Agreement of The Habit Restaurants, LLC, the Continuing LLC Owners will have the right, from and after the expiration of certain lock-ups, to exchange their LLC Units, together with a corresponding number of shares of Class B common stock (which such shares will be cancelled in connection with any such exchange) for, at the option of the Company, (i) cash consideration (generally calculated based on the volume-weighted average price of the Class A common stock of the Company, as displayed under the heading Bloomberg VWAP on the Bloomberg page designated for the Class A common stock of the Company for the 15 trading days immediately prior to the delivery date of a notice of exchange) or (ii) shares of the Company’s Class A common stock on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 30, 2014 | |
Stockholders' Equity | Note 12—Stockholders’ Equity The Company is authorized to issue 140,000,000 shares of capital stock, consisting of 70,000,000 shares of Class A common stock, par value $0.01 per share, and 70,000,000 shares of Class B common stock, par value $0.01 per share. As discussed in Note 1, in November 2014, the Company completed its IPO of 5,750,000 shares of its Class A common stock at a price to the public of $18.00 per share. As discussed in Note 11, the existing owners of The Habit Restaurants, LLC continue to hold LLC Units , and such existing owners (other than The Habit Restaurants, Inc. and its wholly-owned subsidiaries) were issued a number of shares of our Class B common stock equal to the number of LLC Units held by them in connection with the completion of the IPO. Each such share of Class B common stock provides its holder with no economic rights but entitles the holder to one vote on matters presented to The Habit Restaurants, Inc.’s stockholders. The Company’s Class A and Class B common stock generally vote together as a single class on all matters submitted to a vote of stockholders, except as otherwise required by applicable law. However, the Class B common stock is not publicly traded and does not entitle its holders to receive dividends or distributions upon a liquidation, dissolution or winding up of the Company. When a member of The Habit Restaurants, LLC exchanges LLC Units for shares of Class A common stock, such corresponding shares of Class B common stock will be cancelled. Dividend Rights. Voting Rights. Preemptive Rights. Conversion or Redemption Rights. Liquidation Rights. |
Operating Agreements
Operating Agreements | 12 Months Ended |
Dec. 30, 2014 | |
Operating Agreements | Note 13—Operating Agreements The Company has entered into employment agreements with respect to operating restaurants. Under the terms of the agreements, these employees are entitled to a cash bonus calculated as a percentage of individual restaurant operating profits within certain geographic areas, based upon an agreed upon formula. Certain employees under these agreements were required to contribute cash for each store opened based upon the terms of the agreement. The cash contributed by such employee is refundable upon the termination of his or her employment with the Company, and therefore the amounts are recorded within employee-related accruals. The Company has the exclusive right and option, but not the obligation, to purchase these employees’ interests in the individual restaurant operating profits for an amount agreed upon within the employment agreements. The Company is accreting the expense for the potential purchase of these employees’ interests and has recorded approximately $7,000 in expense in the fiscal year ended December 30, 2014 and such amount is included in general and administrative expenses in the combined consolidated statements of income. There was no expense recorded in fiscal years 2012 and 2013. Compensation expense recorded under the terms of these agreements amounted to $34,000, $34,000 and $265,000 for the fiscal years ended December 25, 2012, December 31, 2013 and December 30, 2014, respectively, and are recorded under general and administrative expenses. During 2013, an employee who had an operating agreement with the Company terminated his agreement with the Company. During 2014, an employee who had an operating agreement with the Company had that operating agreement bought out by the Company. As of December 30, 2014 there were two active employment agreements. |
Quarterly Financial Reporting
Quarterly Financial Reporting | 12 Months Ended |
Dec. 30, 2014 | |
Quarterly Financial Reporting | Note 14—Quarterly Financial Reporting (Unaudited) Fiscal Quarter (1) (dollar amounts in thousands) 1Q14 2Q14 3Q14 4Q14 FY14 Total revenue $ 37,756 $ 41,514 $ 46,996 $ 48,354 $ 174,619 Income from operations 2,725 2,549 2,390 1,096 8,760 Net income 2,494 2,303 2,111 644 7,552 Net income attributable to non-controlling interest 2,494 2,303 2,111 676 7,584 Net loss attributable to The Habit Restaurants, Inc. $ — $ — $ — $ (32 ) $ (32 ) Basic loss per share of Class A common stock (3) $ (0.00 ) $ (0.00 ) Diluted loss per share of Class A common stock (3) $ (0.00 ) $ (0.00 ) Fiscal Quarter (2) 1Q13 2Q13 3Q13 4Q13 FY13 Total Revenue $ 26,062 $ 28,898 $ 29,929 $ 35,484 $ 120,373 Income from operations 1,408 2,067 1,369 1,641 6,485 Net income 1,240 1,901 1,188 1,420 5,750 Net income attributable to non-controlling interest $ 1,240 $ 1,901 $ 1,188 $ 1,420 $ 5,750 Net loss attributable to The Habit Restaurants, Inc. $ — $ — $ — $ — $ — Basic loss per share of Class A common stock (3) Diluted loss per share of Class A common stock (3) 1) The quarterly information presented for the quarters ended April 1, 2014, July 1, 2014 and September 30, 2014 reflect the consolidated financial statement results attributable to the LLC. The quarterly information presented for the quarter ended December 30, 2014 reflects the consolidated financial statement results of the Company. Certain totals will not sum exactly due to rounding. 2) The quarterly information presented for the fiscal year ended December 31, 2013 reflects the consolidated financial statement results entirely attributable to the LLC. Certain totals will not sum exactly due to rounding. 3) All earnings per share information attributable to these historical periods is not comparable to earnings per share information attributable to the Company after the IPO and, as such, has been omitted. |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 29, 2015 | Dec. 30, 2014 | |
Use of estimates | Use of estimates | Use of estimates |
Reclassifications | Reclassifications | |
Concentration of credit risk | Concentration of credit risk | Concentration of credit risk |
Fair value measurements | Fair value measurements | |
Income taxes | Income taxes | Income taxes The Company accounts for uncertain tax positions in accordance with ASC 740, Income Taxes. ASC 740 prescribes a recognition threshold and measurement process for accounting for uncertain tax positions and also provides guidance on various related matters such as derecognition, interest, penalties, and required disclosures. The Company recorded an uncertain tax liability of $167,000 relating to underpayment of prior years’ state income taxes at December 30, 2014. However, the Company did not recognize interest expense for uncertain tax positions for the years ended December 30, 2014 as the Company believes that the exposure would be immaterial from the financial reporting point of view. In the future, if an uncertain tax position arises, interest and penalties will be accrued and included on the provision for income taxes line of the Statements of Consolidated Income. The Company files tax returns in the U.S. federal and state jurisdictions. Generally, the Company is subject to examination by U.S. federal (or state and local) income tax authorities for three to four years from the filing of a tax return. |
Non-controlling Interest | Non-controlling interests Net income attributable to non-controlling interests is computed as follows (dollar amounts in thousands): 13 Weeks Ended 39 Weeks Ended Income before income taxes $ 2,721 $ 9,671 Non-controlling interests ownership percentage 47.1 % 54.8 % Net income attributable to non-controlling interests $ 1,281 $ 5,304 | Non-controlling Interest |
Earnings per Share | Earnings per Share (amounts in thousands, except share and per share data) 13 Weeks Ended 39 Weeks Ended Numerator: Net income attributable to controlling and non-controlling interests $ 2,199 $ 7,582 Less: net income attributable to non-controlling interests $ (1,281 ) $ (5,304 ) Net income attributable to The Habit Restaurants, Inc. $ 918 $ 2,278 Denominator: Weighted average shares of Class A common stock outstanding Basic 13,759,754 12,006,932 Diluted 13,762,934 12,013,810 Net income attributable to The Habit Restaurants, Inc. per share Class A common stock Basic $ 0.07 $ 0.19 Diluted $ 0.07 $ 0.19 Below is a reconciliation of basic and diluted share counts Basic 13,759,754 12,006,932 Dilutive effect of stock options 3,180 6,878 Diluted 13,762,934 12,013,810 The Company’s Class B common stock represent voting interests and do not participate in the earnings of the Company. Accordingly, there is no earnings per share related to the Company’s Class B common stock. Diluted earnings per share of Class A common stock is computed similarly to basic earnings per share except the weighted average shares outstanding are increased to include additional shares from the assumed exercise of any common stock equivalents using the treasury method, if dilutive. The Company’s LLC Units are considered common stock equivalents for this purpose. The number of additional shares of Class A common stock related to these common stock equivalents is calculated using the if converted method. The potential impact of the exchange of the 12,241,482 LLC Units on the diluted EPS had no impact and were therefore excluded from the calculation. The Company completed its IPO on November 25, 2014. Since that date, the Company has consolidated its results into the results of The Habit Restaurants, LLC. As a result, only the net income attributable to the Company’s controlling interest from the period subsequent to the IPO is considered in the earnings per share calculation. As of September 29, 2015, there were 2,525,275 options authorized under our 2014 Omnibus Incentive Plan of which 218,186 had been granted as of September 29, 2015. The number of dilutive shares of Class A common stock related to these options was calculated using the treasury stock method. | Earnings per Share (amounts in thousands, except share and per share data) Year Ended Net loss attributable to Habit Restaurants, Inc. $ (32 ) Net loss attributable to Habit Restaurants, Inc. per share Class A common stock Basic $ (0.00 ) Diluted $ (0.00 ) Weighted average shares of Class A common stock outstanding: Basic 8,974,550 Diluted 8,974,550 The Company completed its initial public offering on November 25, 2014. Since that date, the Company has consolidated its results into the results of The Habit Restaurants, LLC. As a result, only the net loss attributable to the Company’s controlling interest from the period subsequent to the initial public offering is considered in the net loss per share calculation. The computation of weighted average basic and diluted shares of common stock outstanding considers the outstanding shares from the date of the initial public offering, November 25, 2014, through December 30, 2014. As of December 30, 2014, there were 2,525,275 options authorized under our 2014 Omnibus Incentive Plan of which 16,667 had been granted as of December 30, 2014. These options were not included in the calculation of diluted loss per common share because the effect would have been anti-dilutive. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements 2015-11 In February 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-02, “Consolidation: Amendments to the Consolidation Analysis.” This update improves targeted areas of the consolidation guidance and reduces the number of consolidation models. This update is effective for annual and interim periods in fiscal years beginning after December 15, 2015, with early adoption permitted. The adoption of ASU 2015-02 is not expected to have a material impact on our consolidated financial position or results of operations. In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers. This ASU is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. The FASB has approved a one year deferral of this standard, and this pronouncement is now effective for annual reporting periods beginning after December 15, 2017, with early adoption permitted. Accordingly, the Company will adopt this ASU on December 27, 2017. Companies may use either a full retrospective or a modified retrospective approach to adopt this ASU. The Company is currently evaluating the impact of the adoption of this standard on its consolidated results of operation and financial position, as well as which transition approach to use. | Recent Accounting Pronouncements |
Principles of consolidation | Principles of consolidation | |
Segment information | Segment information | |
Cash and cash equivalents | Cash and cash equivalents | |
Accounts receivable | Accounts receivable | |
Inventory | Inventory | |
Supplier concentration | Supplier concentration The Company believes there are other available alternatives to the current vendor; however, the philosophy of the Company is to concentrate its purchases over a limited number of suppliers in order to maintain quality, consistency, delivery requirements and cost controls and to increase the suppliers’ commitment to the Company. The Company relies upon, and expects to continue to rely upon, several single source suppliers; however, management believes sufficient alternative suppliers exist in the marketplace. | |
Fair value of financial instruments | Fair value of financial instruments | |
Property and equipment | Property and equipment Maintenance and repairs are charged against income as incurred and additions, renewals, and improvements are capitalized. Smallwares which consist of pots, pans and other cooking utensils are carried at cost and any replacements are expensed when acquired. | |
Goodwill | Goodwill | |
Tradenames | Tradenames | |
Impairment of long-lived assets | Impairment of long-lived assets | |
Deferred rent and tenant improvement allowances | Deferred rent and tenant improvement allowances | |
Asset Retirement Obligations (AROs) | Asset Retirement Obligations (AROs | |
Unearned Franchise Fees | Unearned Franchise Fees | |
Revenue recognition | Revenue recognition | |
Franchise fee revenue | Franchise fee revenue | |
Royalty revenue | Royalty revenue | |
Advertising costs | Advertising costs | |
Pre-opening costs | Pre-opening costs | |
Comprehensive income | Comprehensive income |
Non-controlling Interests (Tabl
Non-controlling Interests (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 29, 2015 | Dec. 30, 2014 | |
Summary of Net Income Attributable to Non-Controlling Interests | Net income attributable to non-controlling interests is computed as follows (dollar amounts in thousands): 13 Weeks Ended 39 Weeks Ended Income before income taxes $ 2,721 $ 9,671 Non-controlling interests ownership percentage 47.1 % 54.8 % Net income attributable to non-controlling interests $ 1,281 $ 5,304 | Net income attributable to non-controlling interests is computed as follows (dollar amounts in thousands): Year Ended December 30, 2014 Income before income taxes subsequent to the IPO $ 774 Non-controlling interests ownership percentage 65.5 % Net income attributable to non-controlling interests subsequent to the IPO $ 507 The balance of the non-controlling interest from the initial public offering date of November 25, 2014 (the “IPO”) to December 30, 2014 is as follows (in thousands): Balance held by the non-controlling LLC unit holders immediately after the IPO $74,905 Allocation of income to the non-controlling LLC unit holders subsequent to the IPO 507 Balance of non-controlling interest as of December 30, 2014 $ 75,412 |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 29, 2015 | Dec. 30, 2014 | |
Schedule of Calculation of Basic and Diluted Earnings Per Share | The following table sets forth the calculation of basic and diluted earnings per share for the 13 and 39 week periods ended September 29, 2015: (amounts in thousands, except share and per share data) 13 Weeks Ended 39 Weeks Ended Numerator: Net income attributable to controlling and non-controlling interests $ 2,199 $ 7,582 Less: net income attributable to non-controlling interests $ (1,281 ) $ (5,304 ) Net income attributable to The Habit Restaurants, Inc. $ 918 $ 2,278 Denominator: Weighted average shares of Class A common stock outstanding Basic 13,759,754 12,006,932 Diluted 13,762,934 12,013,810 Net income attributable to The Habit Restaurants, Inc. per share Class A common stock Basic $ 0.07 $ 0.19 Diluted $ 0.07 $ 0.19 Below is a reconciliation of basic and diluted share counts Basic 13,759,754 12,006,932 Dilutive effect of stock options 3,180 6,878 Diluted 13,762,934 12,013,810 | The following table sets forth the calculation of basic and diluted earnings per share for the period from November 25, 2014 through December 30, 2014: (amounts in thousands, except share and per share data) Year Ended Net loss attributable to Habit Restaurants, Inc. $ (32 ) Net loss attributable to Habit Restaurants, Inc. per share Class A common stock Basic $ (0.00 ) Diluted $ (0.00 ) Weighted average shares of Class A common stock outstanding: Basic 8,974,550 Diluted 8,974,550 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 29, 2015 | Dec. 30, 2014 | |
Schedule of Property and Equipment | Property and equipment consists of the following (amounts in thousands): December 30, September 29, Leasehold improvements $ 44,779 $ 51,786 Equipment 22,125 25,660 Furniture and fixtures 14,945 16,609 Buildings under deemed landlord financing 2,548 2,548 Smallwares 831 967 Vehicles 686 926 Construction in progress 3,469 8,259 89,383 106,755 Less: Accumulated depreciation and amortization (23,715 ) (31,641 ) $ 65,668 $ 75,114 | Property and equipment consists of the following: (amounts in thousands): Fiscal Year Ended December 31, December 30, Leasehold improvements $ 32,572 $ 44,779 Equipment 15,872 22,125 Furniture and fixtures 11,365 14,945 Buildings under deemed landlord financing 2,548 2,548 Smallwares 580 831 Vehicles 445 686 Construction in progress 2,220 3,469 65,602 89,383 Less: Accumulated depreciation and amortization (15,526 ) (23,715 ) $ 50,076 $ 65,668 |
Management Incentive Plans (Tab
Management Incentive Plans (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 29, 2015 | Dec. 30, 2014 | |
Key Input Assumptions Utilized in Valuation and Recognition of Units Granted | The key input assumptions that were utilized in the valuation and recognition of units granted during the fiscal years 2012, 2013 and 2014 are summarized in the table below: December 25, 2012 December 31, 2013 December 30, 2014 Vesting period 5 years 5 years 5 years Risk-free interest rate 1.1% - 1.6% 1.3% - 2.0% 2.2% - 2.3% Dividend yield rate 0% 0% 0% Price volatility 39.8% 38.7% 32.3% Expected term 7.5 years 7.5 years 5.5 years | |
Total Unrecognized Stock Based Compensation Expense Expected To Be Recognized Over Future Years | As of December 30, 2014 there was approximately $3.3 million of total unrecognized stock-based compensation expense related to these units. That cost is expected to be recognized over future years as follows: Fiscal year end 2015 $ 818,000 2016 777,000 2017 717,000 2018 659,000 2019 327,000 $ 3,298,000 | |
Non-Qualified Stock Options [Member] | ||
Summary of Stock Option Activity | The following table sets forth information about the fair value of the non-qualified stock option grants on the date of grant using the Black-Scholes option-pricing model and the weighted average assumptions used for such a grant for the 39 weeks ended September 29, 2015: Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding and expected to vest at December 30, 2014 16,666 $ 18.00 Granted 148,594 $ 32.12 Forfeited (1,000 ) $ 32.32 Exercised — Outstanding and expected to vest at September 29, 2015 164,260 $ 30.69 9.53 $ — Exercisable at September 29, 2015 — | |
Restricted Stock Units (RSUs) [Member] | ||
Summary of Stock-Based Compensation Activity Related to Restricted Stock Options | A summary of stock-based compensation activity related to restricted stock units for the 39 weeks ended September 29, 2015 are as follows: Units Weighted Average Fair Value Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding and expected to vest at December 30, 2014 — Granted 52,926 $ 32.04 Forfeited (500 ) $ 32.32 Vested — Outstanding and expected to vest at September 29, 2015 52,426 $ 32.04 9.59 $ — | |
2014 Omnibus Incentive Plan [Member] | ||
Summary of Stock Option Activity | The following table sets forth information about the fair value of the stock option grant on the date of grant using the Black-Scholes option-pricing model and the weighted average assumptions used for such a grant: Fiscal year ended December 30, 2014 Options Weighted Average Exercise Price Beginning Balance — Granted 16,667 $ 18.00 Forfeitures — Exercised — Exchanged — Ending Balance 16,667 $ 18.00 Exercisable — $ — Disclosure Information Weighted average fair value of options granted $ 5.14 Dividend yield 0.0 % Risk-free interest rate 2.03 % Volatility 32.3 % Forfeiture rate 5.2 % Expected term (years) 5.5 Weighted-average period over which the total compensation cost of non-vested options is expected to be recognized (months) 35 | |
Habit Restaurants LLC Management Incentive Plan [Member] | ||
Summary of Stock Option Activity | The following table summarizes the activity under the Plan during the period from December 27, 2011 through December 30, 2014: Weighted Average Number of Class C units Conversion Price Remaining Contractual Term (Years) Outstanding at December 27, 2011 28,103 $ 127.79 Granted 2,850 $ 226.00 Outstanding at December 25, 2012 30,953 $ 136.14 Granted 1,850 $ 292.00 Forfeited (650 ) $ 184.00 Exercised (700 ) $ 110.00 Outstanding at December 31, 2013 31,453 $ 145.58 6.00 Granted 14,574 $ 499.81 Forfeited (675 ) $ 178.15 Exercised (825 ) $ 133.94 Exchanged (44,527 ) $ 261.25 Outstanding at December 30, 2014 — — NA |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 30, 2014 | |
Income before Provision for Income Taxes | Income before the provision for income taxes as shown in the accompanying Consolidated Statements of Income is as follows (in thousands): 2013 2014 Domestic $ 5,750 $ 7,851 Income before provision for income taxes $ 5,750 $ 7,851 |
Components of Provision for Income Taxes | Components of the provision for income taxes consist of the following (in thousands): Fiscal Year Ended 2013 2014 Current Federal $ — $ — State and local — 24 Total current expense $ — $ 24 Deferred expense Federal $ — $ 254 State and local — 21 Total deferred expense — 275 Provision for income taxes $ — $ 299 |
Reconciliation of U.S. Statutory Income Tax Rate to Habit Restaurants, Inc. Effective Tax Rate | A reconciliation of the U.S. statutory income tax rate to The Habit Restaurants, Inc. effective tax rate is as follows: 2014 U.S. statutory tax rate 34.0 % Increase due to state and local taxes 0.6 % Effect of permanent differences 0.2 % Rate benefit as an LLC (31.0 )% Effective tax rate 3.8 % |
Summary of Deferred Tax Assets and Liabilities | These temporary differences result in taxable or deductible amounts in future years. Details of The Habit Restaurants, Inc. deferred tax assets and liabilities are summarized as follows (in thousands): Fiscal Year Ended December 31, December 30, Deferred tax assets Accrued liabilities $ — $ 99 Deferred income — 801 Deferred rent — 411 Tax Receivable Agreement—imputed interest — 1,116 Goodwill and intangibles — 14,188 Net operating losses — 536 Total deferred tax assets — 17,151 Deferred tax liabilities Property and equipment — (2,488 ) Prepaids — (153 ) Other — (146 ) Total deferred tax liabilities — (2,787 ) Net deferred tax assets $ — $ 14,364 |
Reconciliation of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amounts of gross unrecognized tax benefits, is as follows (in thousands): Fiscal Year Ended December 31, December 30, Balance at the beginning of the year $ — $ — Increases for current year tax positions — — Increases for prior year tax positions — 167 Decreases in prior year tax positions — — Settlements with taxing authorities — — Lapse in statutes of limitations — — Balance at the end of the year $ — $ 167 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 30, 2014 | |
Schedule of Debt | Term Debt: (dollar amounts in thousands) December 31, 2013 Maturity Date Amount Rate April 2016 $ 1,167 5.75 % (1) June 2017 $ 1,750 5.75 % (1) March 2019 $ 2,894 4.75 % (2) Interest Only Debt: December 31, 2013 December 30, 2014 Maturity Date Amount Rate Amount Rate March 2019 $ 5,650 4.75 % (2) N/A July 2017 $ — — $ — 2.48 % (3) (1) Interest rate varies based on the prime rate plus 2.5% (2) Interest rate varies based on the prime rate plus 1.5% (3) Interest rate varies based on the Company’s election of (i) the base rate plus, or (ii) LIBOR, plus an applicable margin based on certain financial results of the Company (as defined in the Credit Facility agreement). |
Expected and Estimated Maturities of Long Term Debt | As of December 30, 2014, the Company was in compliance with all covenants. At December 30, 2014, the expected and estimated maturities of the Company’s deemed landlord financing are as follows: (in thousands) Deemed Landlord Fiscal year end Financing 2015 $ 374 2016 395 2017 404 2018 306 2019 245 Thereafter 754 $ 2,478 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 30, 2014 | |
Aggregate Future Minimum Lease Payments | The aggregate future minimum lease payments under non-cancelable operating leases are approximately: (in thousands) Deemed Operating Landlord Fiscal year end Leases Leases 2015 $ 10,584 $ 292 2016 11,473 292 2017 11,141 292 2018 11,211 241 2019 10,994 212 Thereafter 40,090 516 $ 95,493 $ 1,845 |
Quarterly Financial Reporting (
Quarterly Financial Reporting (Tables) | 12 Months Ended |
Dec. 30, 2014 | |
Quarterly Financial Reporting | Fiscal Quarter (1) (dollar amounts in thousands) 1Q14 2Q14 3Q14 4Q14 FY14 Total revenue $ 37,756 $ 41,514 $ 46,996 $ 48,354 $ 174,619 Income from operations 2,725 2,549 2,390 1,096 8,760 Net income 2,494 2,303 2,111 644 7,552 Net income attributable to non-controlling interest 2,494 2,303 2,111 676 7,584 Net loss attributable to The Habit Restaurants, Inc. $ — $ — $ — $ (32 ) $ (32 ) Basic loss per share of Class A common stock (3) $ (0.00 ) $ (0.00 ) Diluted loss per share of Class A common stock (3) $ (0.00 ) $ (0.00 ) Fiscal Quarter (2) 1Q13 2Q13 3Q13 4Q13 FY13 Total Revenue $ 26,062 $ 28,898 $ 29,929 $ 35,484 $ 120,373 Income from operations 1,408 2,067 1,369 1,641 6,485 Net income 1,240 1,901 1,188 1,420 5,750 Net income attributable to non-controlling interest $ 1,240 $ 1,901 $ 1,188 $ 1,420 $ 5,750 Net loss attributable to The Habit Restaurants, Inc. $ — $ — $ — $ — $ — Basic loss per share of Class A common stock (3) Diluted loss per share of Class A common stock (3) 1) The quarterly information presented for the quarters ended April 1, 2014, July 1, 2014 and September 30, 2014 reflect the consolidated financial statement results attributable to the LLC. The quarterly information presented for the quarter ended December 30, 2014 reflects the consolidated financial statement results of the Company. Certain totals will not sum exactly due to rounding. 2) The quarterly information presented for the fiscal year ended December 31, 2013 reflects the consolidated financial statement results entirely attributable to the LLC. Certain totals will not sum exactly due to rounding. 3) All earnings per share information attributable to these historical periods is not comparable to earnings per share information attributable to the Company after the IPO and, as such, has been omitted. |
Nature of Operations and Basi31
Nature of Operations and Basis of Presentation - Additional Information (Detail) | 1 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | ||
Apr. 30, 2015USD ($)$ / sharesshares | Dec. 30, 2014USD ($)EmployeeRestaurantLicenseFranchiseshares | Nov. 30, 2014USD ($)shares | Sep. 29, 2015RestaurantLicenseFranchiseshares | Nov. 25, 2014shares | Dec. 30, 2014USD ($)EmployeeRestaurantLicenseFranchiseshares | |
Nature Of Operations And Basis Of Accounting Presentation [Line Items] | ||||||
Place of formation | Delaware | Delaware | ||||
Date of formation | Jul. 24, 2014 | Jul. 24, 2014 | ||||
Proceeds from issuance IPO | $ | $ 92,289,000 | |||||
Common units held | 12,241,482 | |||||
Voting rights description | Each share of Class B common stock provides its holder with no economic rights but entitles the holder to one vote on matters presented to The Habit Restaurants, Inc.'s stockholders. Holders of Class A common stock and Class B common stock generally vote together as a single class on all matters presented to our stockholders for their vote or approval, except as otherwise required by applicable law. | Each share of Class B common stock provides its holder with no economic rights but entitles the holder to one vote on matters presented to The Habit Restaurants, Inc.'s stockholders. Holders of Class A common stock and Class B common stock generally vote together as a single class on all matters presented to our stockholders for their vote or approval, except as otherwise required by applicable law. | ||||
Number of fast casual restaurants | Restaurant | 109 | 124 | 109 | |||
Number of license agreements | License | 2 | 3 | 2 | |||
Number of franchise agreements | Franchise | 3 | 3 | 3 | |||
Number of licensed location | License | 3 | |||||
Number of franchise location | Franchise | 1 | |||||
Number of employees | Employee | 3,095 | 3,095 | ||||
Bridge Loan [Member] | LIBOR [Member] | ||||||
Nature Of Operations And Basis Of Accounting Presentation [Line Items] | ||||||
Amount of debt incurred | $ | $ 30,000,000 | $ 30,000,000 | ||||
Debt interest rate | 2.25% | 2.25% | ||||
Debt maturity period | 2 days | |||||
Terms of debt incurred | The Company made interest payments equal to 30 day LIBOR plus 2.25%. | |||||
Class A Common Stock [Member] | ||||||
Nature Of Operations And Basis Of Accounting Presentation [Line Items] | ||||||
Common stock shares sold | 5,750,000 | 5,750,000 | 4,785,204 | 50,100 | ||
Common stock issued price per share | $ / shares | $ 30.96 | |||||
Proceeds from issuance of follow-on offering | $ | $ 0 | |||||
Common stock shares sold | 8,974,550 | 13,759,754 | 8,974,550 | |||
Class B Common Stock [Member] | ||||||
Nature Of Operations And Basis Of Accounting Presentation [Line Items] | ||||||
Common stock shares sold | 17,028,204 | (4,785,204) | ||||
Conversion of common stock | 4,785,204 | |||||
Common stock shares sold | 17,028,204 | 12,241,482 | 17,028,204 | |||
Habit Restaurants, LLC [Member] | ||||||
Nature Of Operations And Basis Of Accounting Presentation [Line Items] | ||||||
Common units held | 8,974,550 | |||||
Habit Restaurants, LLC [Member] | Adjustment [Member] | ||||||
Nature Of Operations And Basis Of Accounting Presentation [Line Items] | ||||||
Percentage of ownership interest | 34.60% | |||||
Follow-On Offering [Member] | ||||||
Nature Of Operations And Basis Of Accounting Presentation [Line Items] | ||||||
Common units held | 13,759,754 | |||||
Economic interest | 52.90% | |||||
Follow-On Offering [Member] | Habit Restaurants, LLC [Member] | ||||||
Nature Of Operations And Basis Of Accounting Presentation [Line Items] | ||||||
Common units held | 12,243,000 | |||||
Economic interest | 47.10% | |||||
Follow-On Offering [Member] | KarpReilly LLC [Member] | ||||||
Nature Of Operations And Basis Of Accounting Presentation [Line Items] | ||||||
Voting power | 38.20% | |||||
Voting rights description | Upon the completion of the follow-on offering, because affiliates of KarpReilly collectively owned less than 50% of the total voting power of our common stock, the company was no longer a "controlled company" within the meaning of the Nasdaq listing standards. | |||||
Follow-On Offering [Member] | KarpReilly LLC [Member] | Class A Common Stock [Member] | ||||||
Nature Of Operations And Basis Of Accounting Presentation [Line Items] | ||||||
Economic interest | 16.40% | |||||
Follow-On Offering [Member] | KarpReilly LLC [Member] | Class B Common Stock [Member] | ||||||
Nature Of Operations And Basis Of Accounting Presentation [Line Items] | ||||||
Economic interest | 62.80% | |||||
Follow-On Offering [Member] | One or More Historic Investors [Member] | ||||||
Nature Of Operations And Basis Of Accounting Presentation [Line Items] | ||||||
Voting power | 8.70% | |||||
Follow-On Offering [Member] | Public Shareholders [Member] | ||||||
Nature Of Operations And Basis Of Accounting Presentation [Line Items] | ||||||
Voting power | 44.20% | |||||
Follow-On Offering [Member] | Public Shareholders [Member] | Class A Common Stock [Member] | ||||||
Nature Of Operations And Basis Of Accounting Presentation [Line Items] | ||||||
Common stock shares sold | 11,500,000 | |||||
Initial Public Offering [Member] | Class A Common Stock [Member] | ||||||
Nature Of Operations And Basis Of Accounting Presentation [Line Items] | ||||||
Common stock shares sold | 5,750,000 | |||||
Proceeds from issuance IPO | $ | $ 92,300,000 | |||||
Initial Public Offering [Member] | Habit Restaurants, LLC [Member] | ||||||
Nature Of Operations And Basis Of Accounting Presentation [Line Items] | ||||||
Common units held | 17,028,204 | |||||
Initial Public Offering [Member] | Habit Restaurants, LLC [Member] | Class B Common Stock [Member] | ||||||
Nature Of Operations And Basis Of Accounting Presentation [Line Items] | ||||||
Economic interest | 65.50% | |||||
Initial Public Offering [Member] | Habit Restaurants, LLC [Member] | Adjustment [Member] | ||||||
Nature Of Operations And Basis Of Accounting Presentation [Line Items] | ||||||
Economic interest | 65.40% | |||||
Initial Public Offering [Member] | One or More Historic Investors [Member] | ||||||
Nature Of Operations And Basis Of Accounting Presentation [Line Items] | ||||||
Voting power | 12.40% | |||||
Initial Public Offering [Member] | Investor [Member] | ||||||
Nature Of Operations And Basis Of Accounting Presentation [Line Items] | ||||||
Voting power | 22.10% | |||||
Initial Public Offering [Member] | Investor [Member] | Class A Common Stock [Member] | ||||||
Nature Of Operations And Basis Of Accounting Presentation [Line Items] | ||||||
Common stock shares sold | 5,750,000 | |||||
Selling Stockholders [Member] | ||||||
Nature Of Operations And Basis Of Accounting Presentation [Line Items] | ||||||
Proceeds from issuance of follow-on offering | $ | $ 170,900,000 |
Summary of Significant Accoun32
Summary of Significant Accounting Polices - Additional Information (Detail) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Apr. 01, 2014 | Sep. 29, 2015USD ($)shares | Dec. 30, 2014USD ($)Segmentshares | Dec. 31, 2013USD ($) | Dec. 25, 2012USD ($) | Nov. 30, 2014shares | Sep. 30, 2014 | |
Significant Accounting Policies [Line Items] | |||||||
Cash | $ 9,000,000 | ||||||
U.S. Treasury instruments | $ 43,000,000 | $ 0 | |||||
Common units held | shares | 12,241,482 | ||||||
Number of operating segment | Segment | 1 | ||||||
Number of reportable segment | Segment | 1 | ||||||
Asset retirement obligation | $ 122,000 | $ 109,000 | |||||
Royalty rate | 5.00% | ||||||
Royalty revenue | $ 60,000 | 0 | $ 0 | ||||
Brand fee revenue | 0 | 0 | 0 | ||||
Unredeemed gift certificates and gift cards | 854,000 | 563,000 | |||||
Advertising and promotional costs | 1,031,000 | $ 664,000 | 423,000 | ||||
Uncertain tax liability | $ 167,000 | ||||||
2014 Omnibus Incentive Plan [Member] | |||||||
Significant Accounting Policies [Line Items] | |||||||
Number of shares authorized | shares | 2,525,275 | ||||||
Options Granted | shares | 218,186 | 16,667 | |||||
Buildings under deemed landlord financing [Member] | |||||||
Significant Accounting Policies [Line Items] | |||||||
Property and equipment useful life | 40 years | ||||||
Leasehold improvements [Member] | |||||||
Significant Accounting Policies [Line Items] | |||||||
Property and equipment useful life | Shorter of the term of the lease, including reasonably assured extensions, or their estimated useful lives. | ||||||
Cost of Goods, Total [Member] | Supplier Concentration Risk [Member] | |||||||
Significant Accounting Policies [Line Items] | |||||||
Concentration Risk, Percentage | 42.00% | 47.00% | 3.00% | ||||
Cost of Goods, Total [Member] | Accounts Payable [Member] | |||||||
Significant Accounting Policies [Line Items] | |||||||
Concentration Risk, Percentage | 65.00% | 79.00% | 0.30% | ||||
Franchise fee revenue [Member] | |||||||
Significant Accounting Policies [Line Items] | |||||||
Franchise fee | $ 15,000 | $ 0 | 0 | ||||
Franchise area development fees [Member] | |||||||
Significant Accounting Policies [Line Items] | |||||||
Franchise fee | $ 0 | $ 0 | $ 0 | ||||
Options [Member] | 2014 Omnibus Incentive Plan [Member] | |||||||
Significant Accounting Policies [Line Items] | |||||||
Number of shares authorized | shares | 2,525,275 | ||||||
Options Granted | shares | 16,667 | ||||||
Habit Restaurants, LLC [Member] | |||||||
Significant Accounting Policies [Line Items] | |||||||
Non-controlling interests ownership percentage | 47.10% | 65.50% | 0.00% | ||||
Common units held | shares | 8,974,550 | ||||||
Maximum [Member] | |||||||
Significant Accounting Policies [Line Items] | |||||||
Percentage of ownership interest | 20.00% | ||||||
Maximum [Member] | Property And Equipment [Member] | |||||||
Significant Accounting Policies [Line Items] | |||||||
Property and equipment useful life | 8 years | ||||||
Minimum [Member] | Property And Equipment [Member] | |||||||
Significant Accounting Policies [Line Items] | |||||||
Property and equipment useful life | 3 years |
Summary of Significant Accoun33
Summary of Significant Accounting Policies - Summary of Net Income Attributable to Non-Controlling Interests (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||||||
Dec. 30, 2014 | Sep. 29, 2015 | Dec. 30, 2014 | [1] | Sep. 30, 2014 | [1] | Jul. 01, 2014 | [1] | Apr. 01, 2014 | [1] | Dec. 31, 2013 | [2] | Sep. 24, 2013 | [2] | Jun. 25, 2013 | [2] | Mar. 26, 2013 | [2] | Sep. 29, 2015 | Sep. 30, 2014 | Dec. 30, 2014 | Dec. 31, 2013 | Dec. 25, 2012 | |||
Noncontrolling Interest [Line Items] | |||||||||||||||||||||||||
Income before income taxes | $ 2,721 | $ 9,671 | $ 7,851 | $ 5,750 | |||||||||||||||||||||
Net income attributable to non-controlling interests | $ (507) | $ 1,281 | $ 676 | $ 2,111 | $ 2,303 | $ 2,494 | $ 1,420 | $ 1,188 | $ 1,901 | $ 1,240 | $ 5,304 | $ 6,908 | $ 7,584 | [1] | $ 5,750 | [2] | $ 3,058 | ||||||||
Habit Restaurants, LLC [Member] | |||||||||||||||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||||||||||||||
Non-controlling interests ownership percentage | 47.10% | 54.80% | |||||||||||||||||||||||
[1] | The quarterly information presented for the quarters ended April 1, 2014, July 1, 2014 and September 30, 2014 reflect the consolidated financial statement results attributable to the LLC. The quarterly information presented for the quarter ended December 30, 2014 reflects the consolidated financial statement results of the Company. Certain totals will not sum exactly due to rounding. | ||||||||||||||||||||||||
[2] | The quarterly information presented for the fiscal year ended December 31, 2013 reflects the consolidated financial statement results entirely attributable to the LLC. Certain totals will not sum exactly due to rounding. |
Summary of Significant Accoun34
Summary of Significant Accounting Policies - Schedule of Calculation of Basic and Diluted Earnings Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | |||||||||||||||||||||
Dec. 30, 2014 | Sep. 29, 2015 | Dec. 30, 2014 | [1] | Sep. 30, 2014 | [1] | Jul. 01, 2014 | [1] | Apr. 01, 2014 | [1] | Dec. 31, 2013 | [2] | Sep. 24, 2013 | [2] | Jun. 25, 2013 | [2] | Mar. 26, 2013 | [2] | Sep. 29, 2015 | Sep. 30, 2014 | Nov. 25, 2014 | Dec. 30, 2014 | Dec. 31, 2013 | [2] | Dec. 25, 2012 | ||
Numerator: | ||||||||||||||||||||||||||
Net income attributable to controlling and non-controlling interests | $ 475 | $ 2,199 | $ 644 | $ 2,111 | $ 2,303 | $ 2,494 | $ 1,420 | $ 1,188 | $ 1,901 | $ 1,240 | $ 7,582 | $ 6,908 | $ 7,077 | $ 7,552 | [1] | $ 5,750 | $ 3,058 | |||||||||
Less: net income attributable to non-controlling interests | $ 507 | (1,281) | (676) | $ (2,111) | $ (2,303) | $ (2,494) | $ (1,420) | $ (1,188) | $ (1,901) | $ (1,240) | (5,304) | $ (6,908) | (7,584) | [1] | $ (5,750) | $ (3,058) | ||||||||||
Net income (loss) attributable to Habit Restaurants, Inc. | $ 918 | $ (32) | $ 2,278 | $ (32) | [1] | |||||||||||||||||||||
Class A Common Stock [Member] | ||||||||||||||||||||||||||
Denominator: Weighted average shares of Class A common stock outstanding | ||||||||||||||||||||||||||
Basic | 13,759,754 | 12,006,932 | 8,974,550 | |||||||||||||||||||||||
Diluted | 13,762,934 | 12,013,810 | 8,974,550 | |||||||||||||||||||||||
Net income attributable to The Habit Restaurants, Inc. per share Class A common stock | ||||||||||||||||||||||||||
Basic | $ 0.07 | $ 0 | [3] | $ 0.19 | $ 0 | [1],[3] | ||||||||||||||||||||
Diluted | $ 0.07 | $ 0 | [3] | $ 0.19 | $ 0 | [1],[3] | ||||||||||||||||||||
Below is a reconciliation of basic and diluted share counts | ||||||||||||||||||||||||||
Basic | 13,759,754 | 12,006,932 | 8,974,550 | |||||||||||||||||||||||
Dilutive effect of stock options | 3,180 | 6,878 | ||||||||||||||||||||||||
Diluted | 13,762,934 | 12,013,810 | 8,974,550 | |||||||||||||||||||||||
[1] | The quarterly information presented for the quarters ended April 1, 2014, July 1, 2014 and September 30, 2014 reflect the consolidated financial statement results attributable to the LLC. The quarterly information presented for the quarter ended December 30, 2014 reflects the consolidated financial statement results of the Company. Certain totals will not sum exactly due to rounding. | |||||||||||||||||||||||||
[2] | The quarterly information presented for the fiscal year ended December 31, 2013 reflects the consolidated financial statement results entirely attributable to the LLC. Certain totals will not sum exactly due to rounding. | |||||||||||||||||||||||||
[3] | All earnings per share information attributable to these historical periods is not comparable to earnings per share information attributable to the Company after the IPO and, as such, has been omitted. |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | Sep. 29, 2015 | Dec. 30, 2014 |
Marketable Securities [Member] | Level 1 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value of investments | $ 43,000,000 | $ 0 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment (Detail) - USD ($) $ in Thousands | Sep. 29, 2015 | Dec. 30, 2014 | Dec. 31, 2013 |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 106,755 | $ 89,383 | $ 65,602 |
Less: Accumulated depreciation and amortization | (31,641) | (23,715) | (15,526) |
Property and equipment, net | 75,114 | 65,668 | 50,076 |
Leasehold improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 51,786 | 44,779 | 32,572 |
Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 25,660 | 22,125 | 15,872 |
Furniture and fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 16,609 | 14,945 | 11,365 |
Buildings under deemed landlord financing [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 2,548 | 2,548 | 2,548 |
Smallwares [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 967 | 831 | 580 |
Vehicles [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 926 | 686 | 445 |
Construction in progress [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 8,259 | $ 3,469 | $ 2,220 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Detail) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 29, 2015USD ($)Buildings | Sep. 30, 2014USD ($) | Sep. 29, 2015USD ($)Buildings | Sep. 30, 2014USD ($) | Dec. 30, 2014USD ($)Buildings | Dec. 31, 2013USD ($)Buildings | Dec. 25, 2012USD ($) | |
Property, Plant and Equipment [Line Items] | |||||||
Depreciation expense | $ 2,836 | $ 2,160 | $ 8,163 | $ 5,991 | $ 8,472 | $ 6,008 | $ 3,923 |
Capitalized internal payroll costs | $ 1,000 | $ 800 | $ 600 | ||||
Buildings under deemed landlord financing [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Number of owned buildings under deemed landlord financing | Buildings | 7 | 7 | 7 | 7 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 29, 2015 | Sep. 30, 2014 | Sep. 29, 2015 | Sep. 30, 2014 | Dec. 30, 2014 | Dec. 31, 2013 | |
Income Tax Contingency [Line Items] | ||||||
Percentage of income tax rates | 19.18% | 21.60% | 3.80% | |||
Provision for income taxes | $ 522,000 | $ 0 | $ 2,089,000 | $ 0 | $ 299,000 | |
Percentage of cash savings required to pay to continuing LLC owners | 85.00% | |||||
Percentage of tax savings retained | 15.00% | |||||
Amounts payable under Tax Receivable Agreement | 88,091,000 | 88,091,000 | $ 12,698,000 | |||
Amounts payable under Tax Receivable Agreement in next 12-month period | $ 0 | $ 0 | ||||
Unrecognized tax benefits | 167,000 | |||||
Accrued interest | 0 | $ 0 | ||||
Accrued penalties | 0 | $ 0 | ||||
Unrecognized tax benefits, amount of significant increase or decrease within the next twelve months of the reporting date | $ 0 | |||||
LIBOR [Member] | ||||||
Income Tax Contingency [Line Items] | ||||||
Rate of interest to accrue | 2.00% | 2.00% | ||||
Minimum [Member] | ||||||
Income Tax Contingency [Line Items] | ||||||
Payments anticipated period under Tax Receivable Agreement | 20 years | |||||
Payment obligation due period under Tax Receivable Agreement | 95 days | |||||
Maximum [Member] | ||||||
Income Tax Contingency [Line Items] | ||||||
Payments anticipated period under Tax Receivable Agreement | 25 years | |||||
Payment obligation due period under Tax Receivable Agreement | 125 days | |||||
Habit Restaurants, Inc. [Member] | ||||||
Income Tax Contingency [Line Items] | ||||||
Percentage of income tax rates | 45.70% | 45.70% | ||||
Federal [Member] | ||||||
Income Tax Contingency [Line Items] | ||||||
Net operating loss carry forwards | $ 1,472,000 | |||||
Net operating loss carry forwards, expire year | Will begin to expire in 2032 | |||||
Federal [Member] | Earliest Tax Year [Member] | ||||||
Income Tax Contingency [Line Items] | ||||||
Open tax year | 2,008 | 2,008 | ||||
State and Local Jurisdictions [Member] | ||||||
Income Tax Contingency [Line Items] | ||||||
Net operating loss carry forwards | $ 621,000 | |||||
Net operating loss carry forwards, expire year | Will begin to expire in 2035 | |||||
State and Local Jurisdictions [Member] | Earliest Tax Year [Member] | ||||||
Income Tax Contingency [Line Items] | ||||||
Open tax year | 2,010 | 2,010 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Detail) - USD ($) | Jul. 23, 2014 | Nov. 30, 2014 | Sep. 29, 2015 | Dec. 30, 2014 | Dec. 31, 2013 | Dec. 25, 2012 |
Debt Instrument [Line Items] | ||||||
Interest related to the long-term debt and principal payments | $ 588,000 | $ 455,000 | $ 292,000 | |||
Credit Facility [Member] | California Bank & Trust [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Amount refinanced under revolving credit facility | $ 35,000,000 | |||||
Credit facility, maturity | Jul. 23, 2017 | Jul. 23, 2017 | ||||
Borrowings amount outstanding under credit facility | $ 11,100,000 | $ 0 | $ 0 | |||
Commitment fees, percentage | 0.25% | |||||
Commitment fees, payment frequency | The Company's Credit Facility also requires payment for commitment fees that accrue on the daily unused commitment of the lender at 0.25%, payable quarterly | The Company's Credit Facility also requires payment for commitment fees that accrue on the daily unused commitment of the lender at 0.25%. | ||||
Funded debt to EBITDA ratio | 200.00% | 200.00% | ||||
Fixed charge coverage ratio | 125.00% | 125.00% | ||||
Description of EBITDA ratio covenants | Greater than zero for 75% | Greater than zero for 75% | ||||
Percentage of EBITDA | 75.00% | 75.00% | ||||
Debt Instrument, Covenant Description | a funded debt to EBITDA ratio of 2.00 to 1.00, a fixed charge coverage ratio of 1.25 to 1.00 and a requirement that EBITDA must be greater than zero for 75% or more of all restaurants open at least six months. | A funded debt to EBITDA ratio of 2.00 to 1.00, a fixed charge coverage ratio of 1.25 to 1.00 and a requirement that EBITDA must be greater than zero for 75% or more of all restaurants open at least six months | ||||
Debt Instrument, Covenant Compliance | As of September 29, 2015, the Company was in compliance with all covenants. | As of December 30, 2014, the Company was in compliance with all covenants. | ||||
Bridge Loan [Member] | LIBOR [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate on Bridge Loan | 2.25% | 2.25% |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Millions | 9 Months Ended | 12 Months Ended | ||
Sep. 29, 2015USD ($)Buildings | Dec. 30, 2014USD ($)Buildings | Dec. 31, 2013USD ($)Buildings | Dec. 25, 2012USD ($) | |
Other Commitments [Line Items] | ||||
Commitments related to new restaurants | $ 7.1 | $ 1.8 | ||
Commitments description | In connection with the build out of the restaurants, the Company may be obligated for a portion of the start-up and/or construction costs. | In connection with the build out of the restaurants, the Company may be obligated for a portion of the start-up and/or construction costs. | ||
Total rent expense | $ 9.4 | $ 6.7 | $ 5 | |
Contingent rentals | $ 0.7 | $ 0.3 | $ 0.2 | |
Buildings under deemed landlord financing [Member] | ||||
Other Commitments [Line Items] | ||||
Number of buildings Company is accounting owner | Buildings | 7 | 7 | 7 | |
Minimum [Member] | ||||
Other Commitments [Line Items] | ||||
Operating leases, remaining terms | 1 year | |||
Operating leases, renewal terms | 5 years | |||
Maximum [Member] | ||||
Other Commitments [Line Items] | ||||
Operating leases, remaining terms | 15 years | |||
Operating leases, renewal terms | 20 years |
Management Incentive Plans - Ad
Management Incentive Plans - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Sep. 29, 2015 | Sep. 30, 2014 | Sep. 29, 2015 | Sep. 30, 2014 | Dec. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 25, 2012 | Dec. 27, 2011 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Compensation expense, incentive plan | $ 852,000 | $ 304,000 | $ 515,000 | $ 260,000 | $ 301,000 | ||||
Unrecognized compensation costs related to options | 3,298,000 | ||||||||
Compensation expense, incentive plan | $ 510,000 | $ 260,000 | $ 301,000 | ||||||
Non-Qualified Stock Options [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Closing stock price of common stock | $ 22.01 | $ 22.01 | |||||||
Unrecognized compensation costs related to options | $ 1,100,000 | $ 1,100,000 | |||||||
Weighted average period, cost expected to be recognized | 4 years 7 months 6 days | ||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Closing stock price of common stock | $ 22.01 | $ 22.01 | |||||||
Weighted average period, cost expected to be recognized | 4 years 8 months 12 days | ||||||||
Unrecognized stock-based compensation expense related to non-vested restricted stock units | $ 1,500,000 | $ 1,500,000 | |||||||
2014 Omnibus Incentive Plan [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of shares authorized | 2,525,275 | ||||||||
Incentive plan description | The 2014 Omnibus Incentive Plan will be administered by our board of directors or a committee of our board of directors (the “Administrator”). The Administrator will have the authority to, among other things, interpret the 2014 Omnibus Incentive Plan, determine eligibility for, grant and determine the terms of awards under the 2014 Omnibus Incentive Plan, and to do all things necessary to carry out the purposes of the 2014 Omnibus Incentive Plan. The Administrator’s determinations under the 2014 Omnibus Incentive Plan will be conclusive and binding | The 2014 Omnibus Incentive Plan will be administered by our board of directors or a committee of our board of directors (the "Administrator"). The Administrator will have the authority to, among other things, interpret the 2014 Omnibus Incentive Plan, determine eligibility for, grant and determine the terms of awards under the 2014 Omnibus Incentive Plan, and to do all things necessary to carry out the purposes of the 2014 Omnibus Incentive Plan. The Administrator's determinations under the 2014 Omnibus Incentive Plan will be conclusive and binding. | |||||||
Unrecognized compensation costs related to options | $ 81,000 | ||||||||
Options Granted | 218,186 | 16,667 | |||||||
2014 Omnibus Incentive Plan [Member] | Director [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share based compensation, conversion price | $ 18 | ||||||||
Share based compensation options, vesting period | 3 years | ||||||||
2014 Omnibus Incentive Plan [Member] | Options and Restricted Stock Units (RSUs) [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of shares authorized | 2,525,275 | 2,525,275 | 2,525,275 | ||||||
2014 Omnibus Incentive Plan [Member] | Options [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of shares authorized | 2,525,275 | 2,525,275 | |||||||
Award granted expiry date | Nov. 19, 2024 | Nov. 19, 2024 | |||||||
Weighted average period, cost expected to be recognized | 35 months | ||||||||
Share based compensation, conversion price | $ 18 | ||||||||
Options Granted | 16,667 | ||||||||
Share based compensation grants, weighted average grant date fair value | $ 5.14 | ||||||||
2014 Omnibus Incentive Plan [Member] | Options [Member] | General and Administrative Expenses [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Compensation expense, incentive plan | $ 140,000 | $ 238,000 | $ 5,000 | ||||||
Habit Restaurants LLC Management Incentive Plan [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share based compensation options, vesting period | 5 years | 5 years | 5 years | ||||||
Habit Restaurants LLC Management Incentive Plan [Member] | Minimum [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share based compensation, conversion price | $ 100 | ||||||||
Habit Restaurants LLC Management Incentive Plan [Member] | Maximum [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share based compensation, conversion price | 544 | ||||||||
Habit Restaurants LLC Management Incentive Plan [Member] | Class A Units [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share based compensation, conversion price | $ 0 | ||||||||
Common stock reserved | 35,410 | ||||||||
Habit Restaurants LLC Management Incentive Plan [Member] | Class C Units [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Weighted average period, cost expected to be recognized | 2 years 7 months 6 days | ||||||||
Unrecognized compensation costs related to options | 2,700,000 | $ 2,700,000 | |||||||
Share based compensation, conversion price | $ 145.58 | $ 136.14 | $ 127.79 | ||||||
Share based compensation options, vesting period | 5 years | ||||||||
Share based compensation, conversion price | $ 133.94 | $ 110 | |||||||
Options Granted | 14,574 | 1,850 | 2,850 | ||||||
Share based compensation award, expiration term | 10 years | ||||||||
Share based compensation grants, weighted average grant date fair value | $ 499.81 | $ 122.72 | $ 94.39 | ||||||
Share based compensation units converted, total intrinsic value | $ 335,000 | $ 184,000 | |||||||
Habit Restaurants LLC Management Incentive Plan [Member] | General and Administrative Expenses [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Compensation expense, incentive plan | $ 304,000 | $ 193,000 | $ 613,000 | $ 202,000 |
Management Incentive Plans - Sc
Management Incentive Plans - Schedule of Non-Qualified Stock Option Grants, Activity (Detail) - Non-Qualified Stock Options [Member] | 9 Months Ended |
Sep. 29, 2015USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options, Outstanding and expected to vest, Beginning Balance | 16,666 |
Options, Granted | 148,594 |
Options, Forfeited | (1,000) |
Options, Exercised | 0 |
Options, Outstanding and expected to vest, Ending Balance | 164,260 |
Options, Exercisable | 0 |
Weighted Average Exercise Price, Outstanding and expected to vest, Beginning Balance | $ / shares | $ 18 |
Weighted Average Exercise Price, Granted | $ / shares | 32.12 |
Weighted Average Exercise Price, Forfeited | $ / shares | 32.32 |
Weighted Average Exercise Price, Outstanding and expected to vest, Ending Balance | $ / shares | $ 30.69 |
Weighted Average Remaining Contractual Term (Years), Outstanding and expected to vest | 9 years 6 months 11 days |
Aggregate Intrinsic Value, Outstanding and expected to vest, Ending Balance | $ | $ 0 |
Management Incentive Plans - 43
Management Incentive Plans - Schedule of Restricted Stock Units, Activity (Detail) - Restricted Stock Units (RSUs) [Member] | 9 Months Ended |
Sep. 29, 2015USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Units, Outstanding and expected to vest, Beginning Balance | 0 |
Units, Granted | 52,926 |
Units, Forfeited | (500) |
Units, Vested | 0 |
Units, Outstanding and expected to vest, Ending Balance | 52,426 |
Weighted Average Fair Value, Granted | $ / shares | $ 32.04 |
Weighted Average Fair Value, Forfeited | $ / shares | 32.32 |
Weighted Average Fair Value, Vested | $ / shares | 0 |
Weighted Average Fair Value, Outstanding and expected to vest, Ending Balance | $ / shares | $ 32.04 |
Weighted Average Remaining Contractual Term (Years), Outstanding and expected to vest | 9 years 7 months 2 days |
Aggregate Intrinsic Value, Outstanding and expected to vest, Ending Balance | $ | $ 0 |
Non-controlling Interests - Sum
Non-controlling Interests - Summary of Net Income Attributable to Non-Controlling Interests (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||||||
Dec. 30, 2014 | Sep. 29, 2015 | Dec. 30, 2014 | Sep. 30, 2014 | [1] | Jul. 01, 2014 | [1] | Apr. 01, 2014 | [1] | Dec. 31, 2013 | [2] | Sep. 24, 2013 | [2] | Jun. 25, 2013 | [2] | Mar. 26, 2013 | [2] | Sep. 29, 2015 | Sep. 30, 2014 | Dec. 30, 2014 | Dec. 31, 2013 | Dec. 25, 2012 | ||||
Noncontrolling Interest [Line Items] | |||||||||||||||||||||||||
Income before income taxes subsequent to the IPO | $ 2,721 | $ 9,671 | $ 7,851 | $ 5,750 | |||||||||||||||||||||
Net income attributable to non-controlling interests subsequent to the IPO | $ (507) | $ 1,281 | $ 676 | [1] | $ 2,111 | $ 2,303 | $ 2,494 | $ 1,420 | $ 1,188 | $ 1,901 | $ 1,240 | $ 5,304 | $ 6,908 | $ 7,584 | [1] | $ 5,750 | [2] | $ 3,058 | |||||||
Noncontrolling Interest [Member] | |||||||||||||||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||||||||||||||
Income before income taxes subsequent to the IPO | $ 774 | ||||||||||||||||||||||||
Non-controlling interests ownership percentage | 65.50% | 65.50% | 65.50% | ||||||||||||||||||||||
Net income attributable to non-controlling interests subsequent to the IPO | $ 507 | ||||||||||||||||||||||||
[1] | The quarterly information presented for the quarters ended April 1, 2014, July 1, 2014 and September 30, 2014 reflect the consolidated financial statement results attributable to the LLC. The quarterly information presented for the quarter ended December 30, 2014 reflects the consolidated financial statement results of the Company. Certain totals will not sum exactly due to rounding. | ||||||||||||||||||||||||
[2] | The quarterly information presented for the fiscal year ended December 31, 2013 reflects the consolidated financial statement results entirely attributable to the LLC. Certain totals will not sum exactly due to rounding. |
Non-controlling Interests - S45
Non-controlling Interests - Summary of Net Income Attributable to Non-Controlling Interests After the IPO (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||||||
Dec. 30, 2014 | Sep. 29, 2015 | Dec. 30, 2014 | Sep. 30, 2014 | [1] | Jul. 01, 2014 | [1] | Apr. 01, 2014 | [1] | Dec. 31, 2013 | [2] | Sep. 24, 2013 | [2] | Jun. 25, 2013 | [2] | Mar. 26, 2013 | [2] | Sep. 29, 2015 | Sep. 30, 2014 | Dec. 30, 2014 | Dec. 31, 2013 | [2] | Dec. 25, 2012 | |||
Noncontrolling Interest [Line Items] | |||||||||||||||||||||||||
Balance held by the non-controlling LLC unit holders immediately after the IPO | $ 74,905 | $ 75,412 | |||||||||||||||||||||||
Allocation of income to the non-controlling LLC unit holders subsequent to the IPO | 507 | $ (1,281) | $ (676) | [1] | $ (2,111) | $ (2,303) | $ (2,494) | $ (1,420) | $ (1,188) | $ (1,901) | $ (1,240) | (5,304) | $ (6,908) | $ (7,584) | [1] | $ (5,750) | $ (3,058) | ||||||||
Balance of non-controlling interest as of December 30, 2014 | $ 75,412 | $ 56,346 | $ 75,412 | $ 56,346 | $ 75,412 | ||||||||||||||||||||
[1] | The quarterly information presented for the quarters ended April 1, 2014, July 1, 2014 and September 30, 2014 reflect the consolidated financial statement results attributable to the LLC. The quarterly information presented for the quarter ended December 30, 2014 reflects the consolidated financial statement results of the Company. Certain totals will not sum exactly due to rounding. | ||||||||||||||||||||||||
[2] | The quarterly information presented for the fiscal year ended December 31, 2013 reflects the consolidated financial statement results entirely attributable to the LLC. Certain totals will not sum exactly due to rounding. |
Income Taxes - Income before Pr
Income Taxes - Income before Provision for Income Taxes (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 29, 2015 | Sep. 29, 2015 | Dec. 30, 2014 | Dec. 31, 2013 | |
Results of Operations, Income before Income Taxes [Abstract] | ||||
Domestic | $ 7,851 | $ 5,750 | ||
Income before provision for income taxes | $ 2,721 | $ 9,671 | $ 7,851 | $ 5,750 |
Income Taxes - Components of Pr
Income Taxes - Components of Provision for Income Taxes (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 29, 2015 | Sep. 30, 2014 | Sep. 29, 2015 | Sep. 30, 2014 | Dec. 30, 2014 | Dec. 31, 2013 | |
Current | ||||||
Federal | $ 0 | $ 0 | ||||
State and local | 24 | |||||
Total current expense | 24 | |||||
Deferred expense | ||||||
Federal | 254 | |||||
State and local | 21 | |||||
Total deferred expense | $ 2,089 | 275 | ||||
Provision for income taxes | $ 522 | $ 0 | $ 2,089 | $ 0 | $ 299 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of U.S. Statutory Income Tax Rate to Habit Restaurants, Inc. Effective Tax Rate (Detail) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 29, 2015 | Sep. 29, 2015 | Dec. 30, 2014 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | |||
U.S. statutory tax rate | 34.00% | ||
Increase due to state and local taxes | 0.60% | ||
Effect of permanent differences | 0.20% | ||
Rate benefit as an LLC | (31.00%) | ||
Effective tax rate | 19.18% | 21.60% | 3.80% |
Income Taxes - Summary of Defer
Income Taxes - Summary of Deferred Tax Assets and Liabilities (Detail) $ in Thousands | Dec. 30, 2014USD ($) |
Deferred tax assets | |
Accrued liabilities | $ 99 |
Deferred income | 801 |
Deferred rent | 411 |
Tax Receivable Agreement-imputed interest | 1,116 |
Goodwill and intangibles | 14,188 |
Net operating losses | 536 |
Total deferred tax assets | 17,151 |
Deferred tax liabilities | |
Property and equipment | (2,488) |
Prepaids | (153) |
Other | (146) |
Total deferred tax liabilities | (2,787) |
Net deferred tax assets | $ 14,364 |
Income Taxes - Reconciliation50
Income Taxes - Reconciliation of Unrecognized Tax Benefits (Detail) - USD ($) | 12 Months Ended | |
Dec. 30, 2014 | Dec. 31, 2013 | |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | ||
Increases for current year tax positions | $ 0 | $ 0 |
Increases for prior year tax positions | 167,000 | |
Decreases in prior year tax positions | 0 | 0 |
Settlements with taxing authorities | 0 | 0 |
Lapse in statutes of limitations | 0 | $ 0 |
Balance at the end of the year | $ 167,000 |
Long-Term Debt - Term Debt (Det
Long-Term Debt - Term Debt (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 30, 2014 | ||
Debt Instrument [Line Items] | |||
Term loan, amount | $ 2,478 | ||
April 2016 [Member] | |||
Debt Instrument [Line Items] | |||
Maturity Date | Apr. 30, 2016 | ||
Term loan, amount | $ 1,167 | ||
Term loan, percentage | [1] | 5.75% | |
June 2017 [Member] | |||
Debt Instrument [Line Items] | |||
Maturity Date | Jun. 30, 2017 | ||
Term loan, amount | $ 1,750 | ||
Term loan, percentage | [1] | 5.75% | |
March 2019 [Member] | |||
Debt Instrument [Line Items] | |||
Maturity Date | Mar. 31, 2019 | ||
Term loan, amount | $ 2,894 | ||
Term loan, percentage | [2] | 4.75% | |
[1] | Interest rate varies based on the prime rate plus 2.5% | ||
[2] | Interest rate varies based on the prime rate plus 1.5% |
Long-Term Debt - Interest Only
Long-Term Debt - Interest Only Debt (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 30, 2014 | Dec. 31, 2013 | ||
Debt Instrument [Line Items] | |||
Amount | $ 2,478 | ||
March 2019 [Member] | |||
Debt Instrument [Line Items] | |||
Maturity Date | Mar. 31, 2019 | ||
Amount | $ 2,894 | ||
March 2019 [Member] | Interest-Only [Member] | |||
Debt Instrument [Line Items] | |||
Maturity Date | Mar. 31, 2019 | ||
Amount | $ 5,650 | ||
Rate | [1] | 4.75% | |
July 2017 [Member] | Interest-Only [Member] | |||
Debt Instrument [Line Items] | |||
Maturity Date | Jul. 31, 2017 | ||
Rate | [2] | 2.48% | |
[1] | Interest rate varies based on the prime rate plus 1.5% | ||
[2] | Interest rate varies based on the Company's election of (i) the base rate plus, or (ii) LIBOR, plus an applicable margin based on certain financial results of the Company (as defined in the Credit Facility agreement). |
Long-Term Debt - Interest Onl53
Long-Term Debt - Interest Only Debt (Parenthetical) (Detail) - Prime Rate [Member] | 12 Months Ended | |
Dec. 30, 2014 | Dec. 31, 2013 | |
March 2019 [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate variable | 1.50% | |
April 2016 and June 2017 [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate variable | 2.50% |
Long -Term Debt - Estimated Mat
Long -Term Debt - Estimated Maturities of Financing (Detail) $ in Thousands | Dec. 30, 2014USD ($) |
Long-term Debt, Fiscal Year Maturity [Abstract] | |
2,015 | $ 374 |
2,016 | 395 |
2,017 | 404 |
2,018 | 306 |
2,019 | 245 |
Thereafter | 754 |
Amount | $ 2,478 |
Commitments and Contingencies55
Commitments and Contingencies - Aggregate Future Minimum Lease Payments Under Non-cancelable Operating Leases (Detail) $ in Thousands | Dec. 30, 2014USD ($) |
Leases Future Minimum Payments [Line Items] | |
2,015 | $ 10,584 |
2,016 | 11,473 |
2,017 | 11,141 |
2,018 | 11,211 |
2,019 | 10,994 |
Thereafter | 40,090 |
Operating Leases, Future Minimum Payments Due, Total | 95,493 |
Deemed Landlord Leases [Member] | |
Leases Future Minimum Payments [Line Items] | |
2,015 | 292 |
2,016 | 292 |
2,017 | 292 |
2,018 | 241 |
2,019 | 212 |
Thereafter | 516 |
Operating Leases, Future Minimum Payments Due, Total | $ 1,845 |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 30, 2014 | Dec. 31, 2013 | Dec. 25, 2012 | |
Defined Contribution Plan Disclosure [Line Items] | |||
Discretionary matching contributions | $ 70,000 | $ 53,000 | $ 41,000 |
Description of benefit | Certain employees are eligible to participate in the 401k Plan after completing one year of service and reaching the age of 21. |
Management Incentive Plans - Su
Management Incentive Plans - Summary of Stock Option Activity - 2014 omnibus Inventive Plan (Detail) - 2014 Omnibus Incentive Plan [Member] - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 29, 2015 | Dec. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options Granted | 218,186 | 16,667 |
Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options/units, Outstanding, Beginning Balance | 16,667 | |
Options Granted | 16,667 | |
Options/units, Forfeited | 0 | |
Options/units, Exercised | 0 | |
Options/units, Exchanged | 0 | |
Options/units, Outstanding, Ending Balance | 16,667 | |
Exercisable | 0 | |
Weighted Average Exercise/Conversion Price, Outstanding | $ 18 | |
Exercisable | 0 | |
Weighted average fair value of options granted | $ 5.14 | |
Dividend yield | 0.00% | |
Risk-free interest rate | 2.03% | |
Volatility | 32.30% | |
Forfeiture rate | 5.20% | |
Expected term (years) | 5 years 6 months | |
Weighted-average period over which the total compensation cost of non-vested options is expected to be recognized (months) | 35 months |
Management Incentive Plan -Summ
Management Incentive Plan -Summary of Stock Option Activity - The Habit Restaurants, LLC Management Incentive Plan (Detail) - Habit Restaurants LLC Management Incentive Plan [Member] - Class C Units [Member] - $ / shares | 12 Months Ended | ||
Dec. 30, 2014 | Dec. 31, 2013 | Dec. 25, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options/units, Outstanding, Beginning Balance | 31,453 | 30,953 | 28,103 |
Options Granted | 14,574 | 1,850 | 2,850 |
Options/units, Forfeited | (675) | (650) | |
Options/units, Exercised | (825) | (700) | |
Options/units, Exchanged | (44,527) | ||
Options/units, Outstanding, Ending Balance | 31,453 | 30,953 | |
Weighted Average Exercise/Conversion Price, Outstanding | $ 145.58 | $ 136.14 | $ 127.79 |
Weighted Average Exercise/Conversion Price, Granted | 499.81 | 292 | 226 |
Weighted Average Exercise/Conversion Price, Forfeited | 178.15 | 184 | |
Weighted Average Exercise/Conversion Price, Exercised | 133.94 | 110 | |
Weighted Average Exercise/Conversion Price, Exchanged | $ 261.25 | ||
Weighted Average Exercise/Conversion Price, Outstanding | $ 145.58 | $ 136.14 | |
Remaining Contractual Term (Years), Outstanding | 0 years | 6 years |
Management Incentive Plans - Ke
Management Incentive Plans - Key Input Assumptions Utilized in Valuation and Recognition of Units Granted (Detail) - Habit Restaurants LLC Management Incentive Plan [Member] | 12 Months Ended | ||
Dec. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 5 years | 5 years | 5 years |
Risk-free interest rate, minimum | 2.20% | 1.30% | 1.10% |
Risk-free interest rate, maximum | 2.30% | 2.00% | 1.60% |
Dividend yield rate | 0.00% | 0.00% | 0.00% |
Price volatility | 32.30% | 38.70% | 39.80% |
Expected term | 5 years 6 months | 7 years 6 months | 7 years 6 months |
Management Incentive Plans - To
Management Incentive Plans - Total Unrecognized Stock Based Compensation Expense Expected To Be Recognized Over Future Years (Detail) | Dec. 30, 2014USD ($) |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
2,015 | $ 818,000 |
2,016 | 777,000 |
2,017 | 717,000 |
2,018 | 659,000 |
2,019 | 327,000 |
Unrecognized stock-based compensation expense, non-vested | $ 3,298,000 |
Management Fee - Additional Inf
Management Fee - Additional Information (Detail) - Habit Restaurants, LLC [Member] - USD ($) | 12 Months Ended | ||
Dec. 30, 2014 | Dec. 31, 2013 | Dec. 25, 2012 | |
Other Expenses [Abstract] | |||
Management fee earned quarterly | $ 135,000 | ||
Termination fee | 500,000 | ||
Management fees payable | 0 | $ 0 | |
General and Administrative Expenses [Member] | |||
Other Expenses [Abstract] | |||
Management fee | $ 635,000 | $ 144,000 | $ 160,000 |
Membership Units - Additional I
Membership Units - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 30, 2014 | Dec. 31, 2013 | Dec. 25, 2012 | |
Members' Equity [Abstract] | |||
Distributions declared | $ 30,351,000 | $ 149,000 | $ 104,000 |
Distributions paid | 30,351,000 | $ 149,000 | $ 104,000 |
Unpaid distributions | 1,000,000 | ||
Habit Restaurants, LLC [Member] | |||
Members' Equity [Abstract] | |||
Distributions paid | $ 47,000 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - $ / shares | 1 Months Ended | 9 Months Ended | 11 Months Ended | |||
Apr. 30, 2015 | Dec. 30, 2014 | Nov. 30, 2014 | Sep. 29, 2015 | Nov. 25, 2014 | Dec. 31, 2013 | |
Stockholders' Equity Note [Abstract] | ||||||
Common stock shares, authorized | 140,000,000 | |||||
Class A Common Stock [Member] | ||||||
Stockholders' Equity Note [Abstract] | ||||||
Common stock shares, authorized | 70,000,000 | 70,000,000 | 70,000,000 | |||
Common stock shares, par value | $ 0.01 | $ 0.01 | $ 0.01 | |||
Common stock shares, issued | 5,750,000 | 5,750,000 | 4,785,204 | 50,100 | ||
Class A Common Stock [Member] | Initial Public Offering [Member] | ||||||
Stockholders' Equity Note [Abstract] | ||||||
Common stock shares, issued | 5,750,000 | |||||
Class A Common Stock [Member] | Investor [Member] | Initial Public Offering [Member] | ||||||
Stockholders' Equity Note [Abstract] | ||||||
Common stock shares, issued | 5,750,000 | |||||
Common stock shares price | $ 18 | |||||
Class B Common Stock [Member] | ||||||
Stockholders' Equity Note [Abstract] | ||||||
Common stock shares, authorized | 70,000,000 | 70,000,000 | 70,000,000 | |||
Common stock shares, par value | $ 0.01 | $ 0.01 | $ 0.01 | |||
Common stock shares, issued | 17,028,204 | (4,785,204) |
Operating Agreements - Addition
Operating Agreements - Additional Information (Detail) | 12 Months Ended | ||
Dec. 30, 2014USD ($)Agreement | Dec. 31, 2013USD ($) | Dec. 25, 2012USD ($) | |
Compensation Related Costs [Abstract] | |||
Employee accretion costs | $ 7,000 | $ 0 | $ 0 |
Compensation expense under employment agreements | $ 265,000 | $ 34,000 | $ 34,000 |
Number of employment agreements | Agreement | 2 |
Quarterly Financial Reporting65
Quarterly Financial Reporting (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | ||||||||||||||||||||||
Dec. 30, 2014 | Sep. 29, 2015 | Dec. 30, 2014 | [1] | Sep. 30, 2014 | [1] | Jul. 01, 2014 | Apr. 01, 2014 | [1] | Dec. 31, 2013 | [2] | Sep. 24, 2013 | [2] | Jun. 25, 2013 | [2] | Mar. 26, 2013 | [2] | Sep. 29, 2015 | Sep. 30, 2014 | Nov. 25, 2014 | Dec. 30, 2014 | [1] | Dec. 31, 2013 | [2] | Dec. 25, 2012 | |||
Selected Quarterly Financial Information [Abstract] | |||||||||||||||||||||||||||
Total revenue | $ 58,648 | $ 48,354 | $ 46,996 | $ 41,514 | [1] | $ 37,756 | $ 35,484 | $ 29,929 | $ 28,898 | $ 26,062 | $ 169,961 | $ 126,266 | $ 174,619 | $ 120,373 | $ 84,158 | ||||||||||||
Income from operations | 2,831 | 1,096 | 2,390 | 2,725 | 1,641 | 1,369 | 2,067 | 1,408 | 10,013 | 7,664 | 8,760 | 6,485 | 3,606 | ||||||||||||||
Net income | $ 475 | 2,199 | 644 | 2,111 | 2,303 | [1] | 2,494 | 1,420 | 1,188 | 1,901 | 1,240 | 7,582 | 6,908 | $ 7,077 | 7,552 | 5,750 | 3,058 | ||||||||||
Net income attributable to non-controlling interest | $ (507) | 1,281 | 676 | $ 2,111 | 2,303 | [1] | $ 2,494 | $ 1,420 | $ 1,188 | $ 1,901 | $ 1,240 | 5,304 | $ 6,908 | 7,584 | $ 5,750 | $ 3,058 | |||||||||||
Net loss attributable to The Habit Restaurants, Inc. | $ 918 | $ (32) | $ 2,278 | $ (32) | |||||||||||||||||||||||
Class A Common Stock [Member] | |||||||||||||||||||||||||||
Selected Quarterly Financial Information [Abstract] | |||||||||||||||||||||||||||
Basic loss per share of Class A common stock | $ 0.07 | $ 0 | [3] | $ 0.19 | $ 0 | [3] | |||||||||||||||||||||
Diluted loss per share of Class A common stock | $ 0.07 | $ 0 | [3] | $ 0.19 | $ 0 | [3] | |||||||||||||||||||||
Adjustment [Member] | |||||||||||||||||||||||||||
Selected Quarterly Financial Information [Abstract] | |||||||||||||||||||||||||||
Income from operations | [1] | $ 2,549 | |||||||||||||||||||||||||
[1] | The quarterly information presented for the quarters ended April 1, 2014, July 1, 2014 and September 30, 2014 reflect the consolidated financial statement results attributable to the LLC. The quarterly information presented for the quarter ended December 30, 2014 reflects the consolidated financial statement results of the Company. Certain totals will not sum exactly due to rounding. | ||||||||||||||||||||||||||
[2] | The quarterly information presented for the fiscal year ended December 31, 2013 reflects the consolidated financial statement results entirely attributable to the LLC. Certain totals will not sum exactly due to rounding. | ||||||||||||||||||||||||||
[3] | All earnings per share information attributable to these historical periods is not comparable to earnings per share information attributable to the Company after the IPO and, as such, has been omitted. |