Summary of Significant Accounting Policies | Note 2—Summary of Significant Accounting Policies Principles of consolidation —The accompanying consolidated financial statements include the accounts of the Company, The Habit Restaurants, LLC and Franchise. All significant intercompany balances and transactions have been eliminated in consolidation. The Company had no operations prior to the IPO, other than (i) those incident to its formation, (ii) the merger transactions resulting in it holding interests, indirectly through its wholly-owned subsidiaries, the principal assets of which are equity interests in The Habit Restaurants, LLC (such interests collectively representing, as of December 25, 2018, a less than 20% interest in The Habit Restaurants, LLC) and (iii) the preparation of the IPO registration statement. Use of estimates —The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. The Company’s significant estimates include estimates for impairment of property and equipment, workers’ compensation insurance reserves, stock-based compensation expense and income tax receivable liabilities. Segment information —Management has determined that the Company has one reportable segment. Our chief operating decision maker (“CODM”) is our Chief Executive Officer; our CODM reviews financial performance and allocates resources at a consolidated level on a recurring basis. Cash and cash equivalents —For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with an original maturity of ninety days or less to be cash equivalents. Accounts receivable —Accounts receivable consist of credit card receivables, amounts due from vendors and landlords, catering events and franchisees/licensees. Amounts are stated at the amounts management expects to collect from balances outstanding at fiscal year-end; accordingly, no allowance for doubtful accounts is required. If amounts become uncollectible, they will be charged to operations when that determination is made. Inventory —Inventory consists of food, beverage, and paper goods and is stated at the lower of average cost or net realizable value. Concentration of credit risk —Financial instruments, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and cash equivalents. At December 25, 2018 and December 26, 2017, the Company maintained approximately $9.5 million and $6.9 million, respectively, of its day-to-day operating cash balances with a major financial institution, of which $0.4 million and $0.2 million, respectively, represents restricted cash in an impound account for franchisees in the state of Washington and the state of Illinois. At December 25, 2018 and December 26, 2017, the Company maintained approximately $0.3 million at the restaurant level for operating purposes. The remaining $15.1 million and $21.1 million at December 25, 2018 and December 26, 2017, respectively, was invested with a major financial institution and consisted entirely of U.S. Treasury instruments with a maturity of three months or less at the date of purchase. At December 25, 2018 and December 26, 2017 and at various times during the periods then ended, cash and cash equivalents balances were in excess of Federal Depository Insurance Corporation insured limits. While the Company monitors the cash balances in its operating accounts on a daily basis and adjusts the cash balances as appropriate, these cash balances could be impacted if the underlying financial institutions fail or are subject to other adverse conditions in the financial markets. To date, the Company has experienced no loss or lack of access to cash in its operating accounts. Purchasing concentration —The Company had four distributors covering different markets in fiscal year 2018. One of those distributors accounted for 39% of purchases for the fiscal year 2018. This vendor represented approximately 59% of accounts payable at December 25, 2018. That vendor accounted for 30% of purchases and 59% of accounts payable for the year ended December 26, 2017. In December 2018 we entered into a new agreement to replace one of our four food distributors. The Company believes there are other available alternatives to the current vendors; however, the philosophy of the Company is to concentrate its purchases over a limited number of distributors in order to maintain quality, consistency, delivery requirements and cost controls and to increase the distributor’s 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 measurements — The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and all other current liabilities approximate fair values due to the short maturities of these instruments. Property and equipment —Property and equipment is generally carried at cost, less accumulated depreciation. Upon sale, retirement, or other disposition of these assets, the costs and related accumulated depreciation are removed from the respective accounts and any gain or loss on the disposition is included in our consolidated statement of operations. Depreciation on property and equipment is determined using the straight-line method over the assets’ estimated useful lives, ranging from three to 10 years. Leasehold improvements are amortized using the straight-line method over the shorter of the term of the lease, including reasonably assured extensions, or their estimated useful lives. Property where the Company is the deemed owner is depreciated over the 40 year life of the building. 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 represents the excess of the purchase price over the fair value of net assets acquired in business combinations and is allocated to the appropriate reporting unit when acquired. Under Accounting Standards Codification (“ASC”) 350, Intangibles—Goodwill and Other, goodwill and indefinite lived intangible assets are not amortized but tested for impairment at least annually or more frequently if events or changes in circumstances indicate that the asset might be impaired. For purposes of applying ASC 350, management has determined that the Company has one reporting unit for the analysis. Accordingly, the Company has not recorded any impairment charges related to goodwill. Tradenames —Tradenames acquired in a business combination and determined to have an indefinite useful life are not amortized because there is no foreseeable limit to the cash flows generated by the intangible asset, and have no legal, contractual, regulatory, economic or competitive limiting factors. Tradenames are evaluated for impairment annually and whenever events or changes in circumstances indicate that the value of the asset may be impaired. Accordingly, the Company has not recorded any impairment charges related to tradenames. Impairment of long-lived assets —The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. If the estimated future cash flows (undiscounted and without interest charges) from the use of an asset are less than the carrying value, a write-down would be recorded to reduce the related assets to its estimated fair value. Fair value is generally based on a discounted cash flow analysis. Based on its review, the Company determined that the carrying value of three restaurants in the Orlando, Florida market were not recoverable, and as a result, recorded a non-cash impairment charge of $3.1 million in fiscal year 2018. Deferred rent and tenant improvement allowances —Leases may contain rent holidays, or free rents, and rent escalations during the lease terms. Rental expense is recorded on a straight-line basis starting on the date the Company takes control of the related leased space. The difference between the average rental amount charged to expense and the amount payable under the lease is recorded as deferred rent. Lease expenses incurred prior to store openings are recognized on a straight-line basis and are included in pre-opening costs. From time to time, the Company may receive tenant improvement allowances from its lessors. These amounts are recorded as deferred rent and amortized as reductions of rent expense beginning when the Company takes control of the related leased space through the term of the lease. The amortization of the tenant incentives for the period prior to the restaurant opening is reported as a reduction of pre-opening rent expense in the consolidated statements of operations. For leases where the Company is considered to be the owner of the construction project and received tenant improvement allowances, the Company records these amounts received as a component of the deemed landlord financing liability. See Note 7. Asset Retirement Obligations (AROs) —The Company has AROs arising from contractual obligations under certain leases to perform certain asset retirement activities at the time that certain leasehold improvements are disposed of. At the inception of a lease with such conditions, the Company records an AROs liability and a corresponding capital asset in an amount equal to the estimated fair value of the obligation. The liability was initially measured at fair value and subsequently is adjusted for accretion expense and changes in the amount or timing of the estimated cash flows. The corresponding asset retirement costs are capitalized as part of the carrying amount of the related long-lived asset and depreciated over the asset’s remaining useful life. The Company’s AROs is $0.2 million and $0.2 million at December 25, 2018 and December 26, 2017, respectively. Self-insurance program —Beginning in fiscal year 2018, the Company began a modified self-insurance workers’ compensation program. In order to minimize the exposure under the self-insurance program, the Company purchased stop-loss coverage both on a per-occurrence and on an aggregate basis. The self-insured losses under the program are accrued based on the Company’s estimate of the expected liability for both claims incurred and incurred but not reported basis. The accruals for the modified self-insurance program involve certain management judgments and assumptions regarding the frequency and severity of claims, recent historical patterns of claim development, independent actuarial assessments, and the Company’s experience with claim-reserve management and settlement practices. These accruals are included in employee-related accruals in the accompanying condensed consolidated balance sheet for the fiscal 2018 year. As of December 25, 2018, the accrual related to the self-insurance workers’ compensation program was $3.1 million. The Company’s actual losses may be significantly different than the estimates currently recorded. Revenue recognition —The Company recognizes revenue when products are delivered to the customers or meals are served. Revenue recognized excludes sales taxes. Franchise/license fee revenue —Franchise/license fee revenue consists of fees charged to franchise/license owners who enter into a franchise/license agreement with the Company. Initial franchise/license fees are recognized as revenue as the performance obligations of the contract are satisfied. The Company has identified separate performance obligations over the term of the contract and recognizes revenue as those performance obligations are satisfied. These performance obligations include rights to use trademarks and intellectual property, initial training and other operational support visits. There was franchise/license fee revenue of $0.2 million, $0.1 million and $0.1 million recognized in fiscal years 2018, 2017 and 2016, respectively. Royalty revenue —Royalty revenue represents royalties earned from each of the franchisees in accordance with the financial disclosure document and the franchise agreement for use of the “The Habit Burger Grill” name, menus, processes, and procedures. The royalty rate in the franchise agreement is typically 5% of the gross sales of each restaurant operated by each franchisee. Such revenue is recognized when earned and is payable to the Company monthly before the sixth business day of the subsequent month. There was royalty revenue of $1.5 million, $0.9 million and $0.6 million recognized in fiscal years 2018, 2017 and 2016, respectively. Franchise area development fees —The Company receives area development fees from franchisees and licensees when they execute multi-unit area development agreements. The Company does not recognize revenue from the agreements until the related restaurants open or, in certain circumstances, the fees are applied to satisfy other obligations of the franchisee or licensee. In the event of a termination of a franchise/license agreement these fees may be recognized as revenue at the time of termination. There were franchise area development fees of $1.2 million, $0.1 million and $0.1 million recognized in fiscal years 2018, 2017 and 2016, respectively. Included in the fiscal year 2018 amount is $1.1 million related to the termination of two franchise agreements in fiscal year 2018. Sales tax —Sales tax collected from customers and remitted to governmental authorities is accounted for on a net basis and therefore is excluded from net sales in the consolidated statements of operations. This obligation is included in sales taxes payable until the taxes are remitted to the appropriate taxing authorities. Gift cards —Revenue related to the sale of gift cards is deferred until the gift card is redeemed. Outstanding gift cards are tracked by a third-party administrator. The balance of unredeemed gift cards was $2.1 million and $1.8 million at December 25, 2018 and December 26, 2017, respectively, and is included in accrued expenses in the accompanying consolidated balance sheets. Gift cards do not carry an expiration date; therefore, customers can redeem their gift cards for products indefinitely and the Company does not deduct non-usage fees from outstanding gift card balances. A certain amount of gift cards will not be redeemed and may become breakage income or may need to be remitted to the various states. To date, the Company has not recognized breakage income of gift cards or remitted any amounts to the various states. Advertising costs —Advertising and promotional costs are expensed as incurred. Advertising and promotions expense totaled $3.6 million, $3.2 million and $1.8 million for the fiscal years ended December 25, 2018, December 26, 2017 and December 27, 2016, respectively, and is included in operating, pre-opening and general and administrative expenses in the consolidated statements of operations. Pre-opening costs —Pre-opening costs are costs incurred in connection with the hiring and training of personnel, as well as occupancy, which can include the amortization of deferred rent and tenant improvement allowances, and other operating expenses during the build-out period of new restaurant openings. Pre-opening costs are expensed as incurred. Income taxes —The Company records a tax provision for the anticipated tax consequences of the reported results of operations. The provision for income taxes is computed using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, and for operating losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in effect for the years in which those tax assets are expected to be realized or settled. The Company may record a valuation allowance, if conditions are applicable, to reduce deferred tax assets to the amount that is believed more likely than not to be realized. 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 has an uncertain tax liability of $0.1 million at December 25, 2018. However, the Company continues to not recognize interest expense for uncertain tax positions for the year ended December 25, 2018 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. The Company accounted for provisional amounts as allowed under Staff Accounting Bulletin No. 118 (SAB 118) for certain tax items related to the new tax legislation, commonly referred to as the Tax Cuts and Jobs Act (the Act), enacted on December 22, 2017. SAB 118 allows registrants to record provisional amounts during a one year “measurement period” similar to that used when accounting for business combinations. However, the measurement period is deemed to have ended earlier when the registrant has obtained, prepared and analyzed the information necessary to finalize its accounting. During the measurement period, impacts of the law are expected to be recorded at the time a reasonable estimate for all or a portion of the effects can be made, and provisional amounts can be recognized and adjusted as information becomes available, prepared or analyzed. As of December 25, 2018, the Company’s accounting for the Act is complete. Non-controlling Interest —The non-controlling interest on the consolidated statement of operations represents the portion of earnings or loss before income taxes attributable to the economic interest in the Company’s subsidiary, The Habit Restaurants, LLC, held by the non-controlling Continuing LLC Owners. Non-controlling interest on the consolidated balance sheet represents the portion of net assets of the Company attributable to the non-controlling Continuing LLC Owners, based on the portion of the LLC Units owned by such unit holders. As of December 25, 2018 and December 26, 2017, the non-controlling interest was 20.7% and 21.7%, respectively. Management incentive plans —Prior to the completion of the Company’s IPO, the board of directors adopted The Habit Restaurants, Inc. 2014 Omnibus Incentive Plan. The provisions to this plan are detailed in Note 10-Management Incentive Plans. The Habit Restaurants, LLC maintained a management incentive plan that provided for the grant of Class C units. Class C units were intended to be “profits interests” for U.S. federal income tax purposes. The Class C units participated in distributions and, if vested, could have been converted to Class A units. Because of the ability of the Class C Unit-holder to convert his or her Class C units to Class A units, the Class C units were accounted for as equity classified awards. In conjunction with the Company’s IPO, all vested and unvested units issued under this plan were exchanged for Common Units of The Habit Restaurants, LLC. The unvested portion of the Common Units as of the effective date of the IPO, continue to vest over the remaining period. 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 —Comprehensive income is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. Comprehensive income is the same as net income for all periods presented. Therefore, a separate statement of comprehensive income is not included in the accompanying consolidated financial statements. Earnings per Share —Basic earnings per share (“basic EPS”) is computed by dividing net income attributable to the Habit Restaurants, Inc. by the weighted average number of shares outstanding for the reporting period. Diluted earnings per share (“diluted EPS”) gives effect during the reporting period to all dilutive potential shares outstanding resulting from employee stock-based awards. The following table sets forth the calculation of basic and diluted earnings per share for fiscal years 2018, 2017 and 2016: Fiscal Years Ended December 25, December 26, December 27, (amounts in thousands, except share and per share data) 2018 2017 2016 Numerator: Net income (loss) attributable to controlling and non-controlling interests $ 3,640 $ (1,580 ) $ 9,175 Less: net income attributable to non-controlling interests $ (863 ) $ (1,539 ) $ (4,640 ) Net income (loss) attributable to The Habit Restaurants, Inc. $ 2,777 $ (3,119 ) $ 4,535 Denominator: Weighted average shares of Class A common stock outstanding Basic 20,538,637 20,285,780 17,139,777 Diluted 20,645,546 20,285,780 17,148,466 Net income (loss) attributable to The Habit Restaurants, Inc. per share Class A common stock Basic $ 0.14 $ (0.15 ) $ 0.26 Diluted $ 0.13 $ (0.15 ) $ 0.26 Below is a reconciliation of basic and diluted share counts Basic 20,538,637 20,285,780 17,139,777 Dilutive effect of stock options and restricted stock units 106,909 — 8,689 Diluted 20,645,546 20,285,780 17,148,466 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 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. 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 5,381,550 LLC Units on the diluted EPS had no impact and were therefore excluded from the calculation. As of December 25, 2018, there were 2,525,275 options authorized under our 2014 Omnibus Incentive Plan of which 1,950,726, 1,296,513, and 670,111 had been granted as of December 25, 2018, December 26, 2017 and December 27, 2016, respectively. The number of dilutive shares of Class A common stock related to these options was calculated using the treasury stock method and 5,576, 56,782 and 1,070 shares have been excluded from the diluted EPS for fiscal years 2018, 2017 and 2016, respectively, because they were anti-dilutive. Recent Accounting Pronouncements — In February 2016, the Financial Accounting Standards Board ("FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02 Leases, which supersedes ASC 840 Leases and creates a new topic, ASC 842 Leases. This update requires lessees to recognize a lease liability and a right-of-use asset for all leases, including operating leases, with an expected term greater than 12 months on its balance sheet. The update also expands the required quantitative and qualitative disclosures surrounding leases. This update is effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years, with early adoption permitted. In July 2018, the FASB issued ASU 2018-11 which provides an alternative transition method that allows entities to apply the new leases standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. This transition method option is in addition to the existing transition method of using a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The Company will use the cumulative-effect transition method. The Company has elected to take advantage of the practical expedient options which allows an entity to not reassess whether any existing or expired contracts contain leases, not reassess lease classifications for existing or expired leases, and an entity does not need to reassess initial direct costs for any existing leases. The Company currently expects to recognize approximately $174 million for lease liabilities based on the present value of the remaining minimum rental payments using discount rates as of the effective date and approximately $150 million for right-of-use assets based upon the lease liabilities adjusted for deferred rent and lease incentives on its consolidated balance sheet at adoption. The Company will also recognize an increase of approximately $1.0 million, net of tax, in the opening balance of equity related to the derecognition of the buildings that the Company had determined that it was the accounting owner of under build to suit lease guidance contained in ASC 840. The Company has determined that its existing operating leases will not have a material impact on its consolidated income statement under the new standard. The leases where the Company had previously determined that it was the accounting owner will be accounted for as operating leases under the new standard which will result in an increase in occupancy and other operating expenses and a decrease in depreciation and amortization expense and interest expense, net on its consolidated income statement. The Company is using their current lease software, which has been enhanced to account for ASC 842, and is continuing the process of validating occupancy information in preparation for the new reporting, disclosure and audit for this standard update on its consolidated financial statements. Recently Adopted Accounting Pronouncements — In March 2016, the FASB issued ASU No. 2016–04, “Liabilities – Extinguishment of Liabilities: Recognition of Breakage for Certain Prepaid Stored–Value Products,” which is intended to eliminate current and future diversity in practice related to derecognition of prepaid stored–value product liability in a way that aligns with the new revenue recognition guidance. The update is effective for fiscal years beginning after December 15, 2017; with early adoption permitted. The Company adopted this ASU in the first quarter of fiscal 2018 and there was no impact on our consolidated financial statements. In May 2014, the FASB issued ASU No. 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. This update is effective for annual reporting periods beginning after December 15, 2017, with early adoption permitted. The Company adopted this ASU in the first quarter of fiscal 2018 using the full retrospective approach and accordingly, has adjusted all prior periods reported for the effect of this new guidance. The new revenue guidance does not have an impact on the recognition of revenue from company-operated restaurants or royalty revenue and development fees from franchisees and licensees. Additionally, the new revenue guidance does not impact the revenue recognized from gift cards. The new guidance does impact the revenue recognition of initial franchise and license fees. Previously, the Company recognized the initial franchise or license fee as revenue when the restaurant opened. Under the new guidance, the Company has identified separate performance obligations over the term of the contract and will recognize revenue as those performance obligations are satisfied. These performance obligations include rights to use trademarks and intellectual property, initial training and other operational support visits. The Company recognized a reduction of $9,000 to retained earnings as the cumulative effect of adoption of this accounting change as of December 29, 2015 with a corresponding increase of deferred franchise income on the condensed consolidated balance sheet. The Company also recognized a decrease in revenue of $312,000 and $125,000, as previously reported, for fiscal year 2017 and fiscal year 2016, respectively, as a result of the adoption of this new standard. The Company also recognized a decrease of $0.01 in basic and diluted earnings per share for both fiscal year 2017 and fiscal year 2016 as a result of the revenue adjustments made related to the adoption of this new standard. |