Basis of Presentation and Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 26, 2019

The accompanying unaudited consolidated financial statements included herein have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). For additional information, these unaudited consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended January 1, 2019 ("2018 Form 10-K").

The Company’s fiscal year ends on the Tuesday closest to December 31. Fiscal year 2019 is a fifty-two week period ending December 31, 2019. Fiscal year 2018 is the fifty-two week period ended January 1, 2019. In a fifty-two week fiscal year, the first, second and third quarters each include twelve weeks of operations and the fourth quarter includes sixteen weeks of operations. For fiscal year 2019, the Company’s accompanying financial statements reflect the twelve weeks ended March 26, 2019. For fiscal year 2018, the Company’s accompanying financial statements reflect the twelve weeks ended March 27, 2018.

Effective January 2, 2019 (the first day of fiscal year 2019), the Company adopted the requirements of Accounting Standards Update ("ASU") No. 2016-02, Leases (Topic 842), as discussed below in Note 2, using the modified retrospective method of transition. Current year results have been prepared in accordance with the new standard.

In the opinion of management, the accompanying consolidated financial statements reflect all adjustments which are necessary for a fair presentation of the consolidated financial position, results of operations and cash flows for the periods presented. The results of operations for such interim periods are not necessarily indicative of results of operations to be expected for the full fiscal year.

Principles of Consolidation

The accompanying unaudited consolidated financial statements include the accounts of the Company and its wholly and majority owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

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. Management believes that such estimates have been based on reasonable and supportable assumptions and the resulting estimates are reasonable for use in the preparation of the consolidated financial statements. Actual results could differ from these estimates. The Company’s significant estimates include estimates for impairment of goodwill, intangible assets and property and equipment, valuations provided in business combinations, insurance reserves, restaurant closure reserves, stock-based compensation, contingent liabilities, certain leasing activities and income tax valuation allowances

Recently Issued and Recently Adopted Accounting Standards

Recently Issued Accounting Standards

In August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract, which clarifies the accounting implementation costs in cloud computing arrangements. The standard is effective for fiscal years beginning after December 15, 2019. Early adoption is permitted. The Company is currently evaluating the impact of the standard on its consolidated financial statements.

Recently Adopted Accounting Standards

In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities, and issued additional clarifications and improvements during 2018. This guidance amends and simplifies existing guidance in order to allow companies to more accurately present the economic effects of risk management activities in the financial statements. The standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those years. There was no material impact on the Company's consolidated financial statements and related disclosures as a result of adopting this standard.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), along with related clarifications and improvements. This guidance results in key changes to lease accounting and aims to bring leases onto balance sheets to give investors, lenders, and other financial statement users a more comprehensive view of a company's long-term financial obligations as well as the assets it owns versus leases. The pronouncement requires lessees to recognize a liability for lease obligations, which represents the discounted obligation to make future lease payments, and a corresponding right-of-use asset on the balance sheet. The Company adopted the requirements of the new lease standard effective January 2, 2019, the first day of fiscal year 2019, electing the optional transition method to apply the standard as of the effective date and therefore will not apply the standard to the comparative periods presented in the Company's financial statements. During the process of adoption, the Company made the following elections:


•	The Company elected the package of practical expedients which allowed the Company to not reassess:


•	Whether existing or expired contracts contain leases under the new definition of a lease;


•	Lease classification for existing or expired leases; and


•	Initial direct costs for any expired or existing leases to determine if they would qualify for capitalization under ASC 842.


•	The Company did not elect the hindsight practical expedient, which permits the use of hindsight when determining lease term and impairment of operating lease assets.


•	The Company did not elect the land easement practical expedient, which permits an entity to continue applying its current policy for accounting for land easements that existed as of, or expired before, the effective date of Topic 842.


•	The Company elected to make the accounting policy election for short-term leases, permitting the Company to not apply the recognition requirements of this standard to short-term leases with terms of 12 months or less.

Upon adoption of ASU 2016-02, the Company recorded operating lease right-of-use assets and operating lease liabilities and derecognized all landlord funded assets, deemed landlord financing liabilities, deferred rent liabilities and favorable lease assets and unfavorable lease liabilities upon transition. Upon adoption, the Company recorded operating lease liabilities of approximately $230.6 million based on the present value of the remaining rental payments using discount rates as of the effective date. In addition, the Company recorded corresponding operating lease right-of-use assets of approximately $218.9 million, calculated as the initial amount of the Company's operating lease liabilities adjusted for prepaid and deferred rent, unamortized favorable lease assets and unamortized unfavorable lease liabilities, liabilities associated with lease termination costs and impairment of right-of-use assets recognized in retained earnings as of January 2, 2019. At the beginning of the period of adoption, the Company recorded the cumulative effect of adoption to retained earnings. Beginning in fiscal 2019, leases historically treated as deemed landlord financing liabilities will be treated as operating leases resulting in an increase in occupancy and other expense and a decrease to depreciation expense and interest expense.

The impact on the consolidated balance sheet was as follows:



	January 1, 2019		Effect of Adoption of Topic 842 (Leases)			January 2, 2019
Assets			(Unaudited)
Current assets:
Cash and cash equivalents	$	7,153	$	—		$	7,153
Accounts and other receivables, net	3,167		—			3,167
Inventories	2,932		—			2,932
Prepaid expenses and other current assets	4,935		(2,564		)	2,371
Assets held for sale	14,794		—			14,794
Total current assets	32,981		(2,564		)	30,417
Property and equipment, net	161,429		(13,839		)	147,590
Operating lease right-of-use assets	—		218,855			218,855
Goodwill	321,531		—			321,531
Trademarks	220,300		—			220,300
Intangible assets, net	18,507		(7,576		)	10,931
Other assets, net	4,208		—			4,208
Total assets	$	758,956	$	194,876		$	953,832
Liabilities and shareholders’ equity
Current liabilities:
Accounts payable	$	19,877	$	—		$	19,877
Other accrued liabilities	34,785		(425		)	34,360
Current portion of finance lease obligations and deemed landlord financing liabilities	1,033		(547		)	486
Current portion of operating lease liabilities	—		17,303			17,303
Total current liabilities	55,695		16,331			72,026
Long-term debt, finance lease obligations and deemed landlord financing liabilities, excluding current portion, net	178,664		(19,040		)	159,624
Operating lease liabilities	—		213,313			213,313
Deferred income taxes	69,471		708			70,179
Other non-current liabilities	32,852		(18,348		)	14,504
Total liabilities	336,682		192,964			529,646
Commitments and contingencies (Note 15)
Shareholders’ equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding	—		—			—
Common stock, $0.0001 par value; 400,000,000 shares authorized; 37,049,140 shares issued and outstanding at March 26, 2019; 37,305,342 shares issued and outstanding at January 1, 2019	4		—			4
Additional paid-in capital	336,941		—			336,941
Accumulated other comprehensive income	180		—			180
Retained earnings	85,149		1,912			87,061
Total shareholders’ equity	422,274		1,912			424,186
Total liabilities and shareholders’ equity	$	758,956	$	194,876		$	953,832

Revenue Recognition

The adoption of Topic 606 in Fiscal 2018 changed the timing of the recognition of initial franchise fees, including franchise and development fees, and renewal fees, both included in franchise revenue in the consolidated statements of comprehensive income. Franchise and renewal fees are deferred and recognized over the term of the related franchise agreement for the respective restaurant. Franchise agreements typically have a term of twenty years.

During the twelve weeks ended March 26, 2019 and March 27, 2018, the Company recognized approximately $21,000 and $13,000, respectively, in franchise revenue related to the amortization of the deferred franchise fees recognized at January 1, 2019.

Deferred franchise fees are recognized straight-line over the term of the underlying agreement and the amount expected to be recognized in franchise revenue for amounts in deferred franchise fees as of March 26, 2019 is as follows (in thousands):



FY 2019	$	88
FY 2020	112
FY 2021	110
FY 2022	109
FY 2023	106
Thereafter	1,229
Total Deferred Franchise Fees	$	1,754

Significant Accounting Policies

Summary of Significant Accounting Policies

Except for the accounting policies for leases discussed in Note 7 that were updated as a result of adopting Topic 842, there have been no changes to our significant accounting policies described in the Annual Report on Form 10-K for the year ended January 1, 2019, filed with the SEC on March 18, 2019, that have had a material impact on our consolidated financial statements and related notes.