UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
RUTH’S HOSPITALITY GROUP, INC.
(Exact name of Registrant as Specified in Its Charter)
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(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s Telephone Number, Including Area Code:
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition
On October 30, 2020, Ruth’s Hospitality Group, Inc. (the “Company”) issued a press release announcing its earnings results for its fiscal third quarter ended September 27, 2020. A copy of the press release is attached hereto as Exhibit 99.1 and furnished herewith.
The information in this Item 2.02 in this Current Report on Form 8-K, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information in this Item 2.02 of this Current Report on Form 8-K shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits
Exhibit 99.1 Press Release issued by Ruth’s Hospitality Group, Inc., dated October 30, 2020.
Exhibit Index
Exhibit Number |
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Description |
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99.1 |
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Press Release issued by Ruth’s Hospitality Group, Inc., dated October 30, 2020. |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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RUTH’S HOSPITALITY GROUP, INC. |
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Date: October 30, 2020 |
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By: |
/s/ Arne G. Haak |
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Arne G. Haak |
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Executive Vice President and Chief Financial Officer |
Exhibit 99.1
RUTH’S HOSPITALITY GROUP, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations – Preliminary and Unaudited
(Amounts in thousands, except share and per share data)
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13 Weeks Ended |
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39 Weeks Ended |
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September 27, |
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September 29, |
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September 27, |
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September 29, |
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2020 |
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2019 |
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2020 |
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2019 |
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Revenues: |
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Restaurant sales |
$ |
58,594 |
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$ |
97,226 |
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$ |
188,611 |
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$ |
314,229 |
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Franchise income |
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3,511 |
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3,928 |
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8,094 |
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12,907 |
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Other operating income |
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1,318 |
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1,855 |
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3,671 |
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5,857 |
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Total revenues |
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63,423 |
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103,009 |
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200,376 |
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332,993 |
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Costs and expenses: |
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Food and beverage costs |
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15,908 |
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28,817 |
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54,563 |
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89,688 |
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Restaurant operating expenses |
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34,868 |
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51,216 |
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117,224 |
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155,974 |
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Marketing and advertising |
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889 |
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3,174 |
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5,285 |
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10,925 |
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General and administrative costs |
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7,572 |
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8,335 |
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22,668 |
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26,016 |
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Depreciation and amortization expenses |
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5,316 |
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5,361 |
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16,660 |
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15,453 |
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Pre-opening costs |
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403 |
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535 |
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1,185 |
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876 |
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Loss (gain) on lease modifications |
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310 |
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— |
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(178 |
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— |
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Loss on impairment |
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3,272 |
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— |
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16,253 |
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— |
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Total costs and expenses |
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68,538 |
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97,438 |
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233,660 |
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298,932 |
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Operating income (loss) |
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(5,115 |
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5,571 |
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(33,284 |
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34,061 |
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Other income (expense): |
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Interest expense, net |
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(1,422 |
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(638 |
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(3,341 |
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(1,460 |
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Other |
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(48 |
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18 |
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(12 |
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33 |
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Income (loss) before income taxes |
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(6,585 |
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4,951 |
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(36,637 |
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32,634 |
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Income tax expense (benefit) |
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(1,284 |
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423 |
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(9,920 |
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4,886 |
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Net income (loss) |
$ |
(5,301 |
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$ |
4,528 |
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$ |
(26,717 |
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$ |
27,748 |
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Basic earnings (loss) per share |
$ |
(0.15 |
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$ |
0.16 |
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$ |
(0.87 |
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$ |
0.95 |
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Diluted earnings (loss) per share |
$ |
(0.15 |
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$ |
0.16 |
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$ |
(0.87 |
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$ |
0.94 |
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Shares used in computing net income per common share: |
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Basic |
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34,240,318 |
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28,951,612 |
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30,826,304 |
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29,159,922 |
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Diluted |
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34,240,318 |
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29,191,076 |
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30,826,304 |
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29,563,396 |
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Dividends declared per common share |
$ |
- |
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$ |
0.13 |
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$ |
0.15 |
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$ |
0.39 |
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RECONCILIATION OF NON-GAAP FINANCIAL MEASURE |
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Reconciliation of Non-GAAP Financial Measure – Unaudited
(Amounts in thousands, except share data)
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13 Weeks Ended |
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39 Weeks Ended |
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September 27, |
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September 29, |
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September 27, |
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September 29, |
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2020 |
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2019 |
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2020 |
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2019 |
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GAAP Net income (loss) |
$ |
(5,301 |
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$ |
4,528 |
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$ |
(26,717 |
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$ |
27,748 |
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GAAP Income tax expense (benefit) |
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(1,284 |
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423 |
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(9,920 |
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4,886 |
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GAAP Income (Loss) from continuing operations before income taxes |
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(6,585 |
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4,951 |
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(36,637 |
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32,634 |
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Adjustments: |
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Franchisee acquisition costs |
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— |
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302 |
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— |
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412 |
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Accelerated stock compensation and severance payments |
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1,172 |
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— |
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1,502 |
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— |
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Loss (gain) on lease modifications |
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310 |
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— |
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(178 |
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— |
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Loss on impairment |
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3,272 |
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— |
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16,253 |
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— |
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Adjusted net income before income taxes |
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(1,831 |
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5,253 |
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(19,060 |
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33,046 |
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Adjusted income tax expense (1) |
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89 |
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(496 |
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5,502 |
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(4,985 |
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Impact of excluding certain discrete income tax items |
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217 |
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(280 |
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313 |
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(885 |
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Non-GAAP net income |
$ |
(1,525 |
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$ |
4,477 |
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$ |
(13,245 |
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$ |
27,176 |
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GAAP diluted earnings (loss) per common share |
$ |
(0.15 |
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$ |
0.16 |
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$ |
(0.87 |
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$ |
0.94 |
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Non-GAAP diluted earnings (loss) per common share |
$ |
(0.04 |
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$ |
0.15 |
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$ |
(0.43 |
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$ |
0.92 |
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Weighted-average number of common shares outstanding - diluted |
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34,240,318 |
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29,191,076 |
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30,826,304 |
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29,563,396 |
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(1) Adjusted income tax is calculated by multiplying the Non-GAAP adjustments by our marginal federal and state income tax rates and adding or subtracting the result to/from our GAAP income tax expense.