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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
(State or other jurisdiction of
incorporation or organization)
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84-1573084
(I.R.S. Employer
Identification No.)
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6312 S Fiddler’s Green Circle, Suite 200N
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Greenwood Village, CO
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80111
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
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Accelerated filer
o
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Non-accelerated filer
o
(Do not check if a
smaller reporting company)
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Smaller reporting company
o
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Page
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PART I
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PART II
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PART III
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PART IV
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•
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Increasing guest engagement.
We have developed initiatives to increase profitable guest traffic and sales in our restaurants through greater frequency of visits and increasing our average guest check. Our strategy to increase engagement with guests is supported by our brand transformation initiative as well as a service model which encourages our team members to build a connection with our guests. Additionally, we plan to grow our average check while allowing our guests to manage their total cost with different price points. See “Marketing and Advertising” below for additional information about our marketing strategy and initiatives.
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•
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Improving operational efficiencies and expense management.
We continue to focus on managing our expenses in the operation of our restaurants and in our selling, general, and administrative functions. Our restaurant operating costs include food and other commodities, labor cost and benefits, restaurant supplies, utilities, occupancy, and other operating costs. Macroeconomic and other external factors, such as increases in commodity, labor, and other prices have historically resulted in upward trends in these restaurant operating costs. We have implemented multiple programs to mitigate the impact of these external factors, including continued optimization of our distribution and supply chain relationships, labor productivity improvement efforts, and initiatives to streamline operational processes. In 2015, we continued to invest in technology and data infrastructure that supports guest engagement, team member talent management, and payroll as well as improving other systems and processes. We completed rollout of interactive tabletop devices to all Company-owned restaurants in the United States, giving guests the ability to order appetizers and desserts, play interactive games, enroll in the Red Robin Royalty loyalty program, pay their check at the table when they are ready, and provide immediate feedback on the dining experience. We will continue these initiatives and
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•
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Expanding our footprint.
We believe disciplined deployment of capital to optimize the return on our investments will allow us to both grow the brand and to maximize long-term shareholder returns. Capital deployment decisions include the evaluation of a number of opportunities including making determinations as to new development sites, restaurant sizes, markets and trade areas, relocations, and remodels. Other capital allocation decisions include the appropriate mix of Company-owned and franchise units, debt levels, capital structure, returning capital to shareholders, and other uses of capital generated by operations. In
2015
, we opened
24
Company-owned restaurants, including
three
Red Robin Burger Works, our fast casual prototype, acquired one Red Robin franchise restaurant, and relocated three Red Robin restaurants. In addition, we remodeled 157 Red Robin restaurants to our new brand standards, which resulted in over 325 restaurants conforming to the new design standards, including newly opened restaurants. In 2016, we plan on opening 25 new Company-owned Red Robin restaurants, including one new Red Robin restaurant in Canada, and five Red Robin Burger Works restaurants. We also plan to remodel around 70 additional Red Robin restaurants, which will substantially complete the remodeling of Company-owned restaurants to our new brand standards.
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Name
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Age
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Position
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Stephen E. Carley
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63
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Chief Executive Officer
(1)
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Denny Marie Post
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58
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President
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Stuart B. Brown
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50
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Executive Vice President and Chief Financial Officer
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Cathy Cooney
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64
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Senior Vice President and Chief People Officer
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Michael Furlow
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58
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Senior Vice President and Chief Information Officer
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Les L. Lehner
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44
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Senior Vice President of Real Estate and Development
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Michael L. Kaplan
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47
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Senior Vice President, Secretary and Chief Legal Officer
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Jeff Melnick
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49
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Senior Vice President of Operations
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Jonathan Muhtar
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44
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Senior Vice President and Chief Marketing Officer
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•
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our business objectives and strategic plans, including growth in guest traffic and revenue, improvements in operational efficiencies and expense management, enhancing our restaurant environments, and expanding our restaurant base;
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•
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the continuation of our share repurchase program, and other capital deployment opportunities;
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•
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our ability to grow our average check and increase sales of incremental items;
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•
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our focus on attracting new guests while retaining loyal guests and our initiatives targeted at adult guests as our restaurant concept evolves;
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•
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our ability to grow sales through menu and service enhancement;
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•
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any future price increases and their effect on our revenue and profit;
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•
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the timing and cost of our investment and implementation of a major overhaul of our information technology systems and data infrastructure to support guest engagement, team member talent management, and anticipated related benefits;
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•
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anticipated Company-owned restaurant openings, including the anticipated number and type of new restaurants, and the timing of such openings;
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•
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anticipated restaurant operating costs, including commodity and food prices; labor and energy costs; and selling, general, and administrative expenses, the effect of inflation on such costs, and our ability to reduce overhead costs and improve efficiencies;
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•
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anticipated legislation including minimum wage standards;
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•
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our brand transformation initiatives, including the anticipated number and timing of restaurant remodels, and expected financial performance of remodeled restaurants;
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•
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anticipated Red Robin Burger Works development efforts;
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•
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the amount of capital expenditures in 2016;
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•
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our expectation that we will have adequate cash from operations and credit facility borrowings to meet all future debt service, capital expenditures, and working capital requirements in 2016 and beyond;
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•
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anticipated retention of future cash flows to fund our operations and expansion of our business, to pay down debt, or to repurchase stock;
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•
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the sufficiency of the supply of our food, supplies, and labor pool to carry on our business;
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•
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our franchise program, franchisee new restaurant openings and remodels, and potential expansion and other changes to our franchise program;
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•
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anticipated interest and tax expense;
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•
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expectations regarding our operations in Canada and the resulting currency fluctuation risk related thereto;
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•
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expectations about any future interest rate swap;
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•
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the effect of the adoption of new accounting standards on our financial and accounting systems and analysis programs;
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•
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expectations regarding competition and our competitive advantages against our casual dining peers; and
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•
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expectations regarding consumer preferences and consumer discretionary spending.
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•
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improvement in the macroeconomic environment nationally and regionally that affects restaurant-level performance and influences our decisions on the rate of expansion, timing, and the number of restaurants to be opened;
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•
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identification of and ability to secure an adequate supply of available and suitable restaurant sites;
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•
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negotiation of favorable lease and construction terms;
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•
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cost and availability of capital to fund restaurant expansion and operation;
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•
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the availability of construction materials and labor;
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•
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our ability to manage construction and development costs of new restaurants;
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•
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timely adherence to development schedules;
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•
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securing required governmental approvals and permits and in a timely manner;
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•
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availability and retention of qualified operating personnel to staff our new restaurants, especially managers;
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•
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competition in our markets and general economic conditions that may affect consumer spending or choice;
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•
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our ability to attract and retain guests; and
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•
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our ability to operate at acceptable profit margins.
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•
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the difficulty of integrating operations and personnel;
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•
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the potential disruption to our ongoing business;
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•
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the potential distraction of management;
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•
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the inability to maintain uniform standards, controls, procedures and policies; and
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•
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the impairment of relationships with team members and guests as a result of changes in ownership and management.
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•
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the need to adapt our brand for specific cultural and language differences:
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•
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new and different sources of competition;
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•
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difficulties and costs associated with staffing and managing foreign operations;
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•
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difficulties in adapting and sourcing product specifications for international restaurant locations;
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•
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fluctuations in currency exchange rates, which could impact revenues and expenses of our international operations and expose us to foreign currency exchange rate risk;
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•
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difficulties in complying with local laws, regulations, and customs in foreign jurisdictions;
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•
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unexpected changes in regulatory requirements;
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political or social unrest and economic instability; compliance with U.S. laws such as the Foreign Corrupt Practices Act, and similar laws in foreign jurisdictions;
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•
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differences in enforceability of intellectual property and contract rights;
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•
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adverse tax consequences;
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•
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profit repatriation and other restrictions on the transfer of funds; and
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•
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different and more stringent user protection, data protection, privacy and other laws.
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Period
(1)
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Total Number
of Shares (or
Units)
Purchased
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Average
Price Paid
per Share
(or Unit)
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Total Number of Shares
(or Units) Purchased as
Part of Publicly
Announced Plans or
Programs(2)
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Maximum Number (or
Approximate Dollar Value)
of Shares (or Units) that
May Yet Be Purchased
Under the Plans or
Programs(2)
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10/5/15-11/1/15
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89,550
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$
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78.78
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226,118
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32,337,307
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11/2/15-11/29/15
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265,159
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$
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67.79
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491,277
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14,360,969
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11/30/15-12/27/15
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64,772
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$
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67.46
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556,049
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9,991,249
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Pursuant to Publicly Announced Plans or Programs(2)(3)
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419,481
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(1)
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The reported periods conform to the Company’s fiscal calendar composed of thirteen 28-day periods.
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(2)
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On February 11, 2015, the Company’s board of directors authorized a repurchase of up to $50.0 million of the Company’s common stock. This authorization became effective on February 11, 2015, and will terminate upon completing the repurchase of $50.0 million of common stock unless earlier terminated by the Company’s board of
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(3)
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On February 11, 2016, the Company’s board of directors authorized a repurchase of up to $100.0 million of the Company’s common stock. Refer to Note 20,
Subsequent Events,
of Notes to Consolidated Financial Statements of this report for additional information.
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Fiscal Years Ended
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|||||||||||||||||
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December 26, 2010
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December 25, 2011
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December 30, 2012
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December 29, 2013
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December 28, 2014
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December 27, 2015
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|||||||
Red Robin Gourmet Burgers, Inc.
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$
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100.00
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133.47
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|
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155.19
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346.75
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|
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352.33
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285.11
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Russell 3000
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100.00
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101.02
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114.19
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153.59
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174.90
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173.97
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Bloomberg U.S. Full Service
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100.00
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100.33
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115.44
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172.43
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|
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194.61
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177.65**
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*
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$100 invested on December 31, 2010 in stock or index, including reinvestment of dividends based on calendar years ending December 31 for purposes of comparability.
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**
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The Bloomberg Full Service index was discontinued as of December 23, 2015, and the data shown is as of December 23, 2015, rather than December 27, 2015. The Company believes the companies included in the index prior to that time provided a meaningful, representative sample of enterprises in the primary line of business in which the Company engages. Although the data is shown as of December 23, 2015, the Company does not believe the change in data to December 27, 2015 materially affects the usefulness of information in the index for 2015. The Company will consider an alternative index in succeeding years, or may track and report the stock value of the companies previously included in the index.
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Fiscal Year Ended
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||||||||||||||||||
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December 27, 2015
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December 28, 2014
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December 29, 2013
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December 30, 2012
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December 25, 2011
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||||||||||
(in thousands, except per share data)
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(52 Weeks)
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(52 Weeks)
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(52 Weeks)
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(53 Weeks)
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|
(52 Weeks)
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||||||||||
Statement of Income Data:
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||||||||||
Revenue:
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||||||||||
Restaurant revenue
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$
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1,238,898
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|
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$
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1,129,135
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|
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$
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1,000,198
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|
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$
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960,994
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|
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$
|
898,842
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Total revenues
|
|
1,257,592
|
|
|
1,146,102
|
|
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1,017,247
|
|
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977,132
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|
|
914,850
|
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|||||
Total costs and expenses
(1)(2)(3)(4)
|
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1,190,547
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|
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1,101,418
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|
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973,433
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|
|
931,923
|
|
|
886,849
|
|
|||||
Income from operations
|
|
67,045
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|
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44,684
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|
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43,814
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|
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45,209
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|
|
28,001
|
|
|||||
Net income
|
|
47,704
|
|
|
32,561
|
|
|
32,239
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|
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28,331
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|
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20,577
|
|
|||||
Earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
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|||||||
Basic
|
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$
|
3.40
|
|
|
$
|
2.29
|
|
|
$
|
2.27
|
|
|
$
|
1.97
|
|
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$
|
1.36
|
|
Diluted
|
|
$
|
3.36
|
|
|
$
|
2.25
|
|
|
$
|
2.22
|
|
|
$
|
1.93
|
|
|
$
|
1.34
|
|
Shares used in computing earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
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|||||||
Basic
|
|
14,042
|
|
|
14,237
|
|
|
14,225
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|
|
14,411
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|
|
15,122
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|||||
Diluted
|
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14,216
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|
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14,447
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|
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14,510
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|
|
14,669
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|
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15,357
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|
|||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
|
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|||||||
Cash and cash equivalents
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$
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22,705
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|
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$
|
22,408
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|
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$
|
17,108
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|
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$
|
22,440
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|
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$
|
35,036
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|
Total assets
|
|
839,979
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|
|
735,889
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|
|
634,645
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|
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597,132
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|
|
592,976
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|
|||||
Long-term debt, including current portion
|
|
210,847
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|
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147,896
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|
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88,714
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|
|
134,995
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|
|
156,931
|
|
|||||
Total stockholders’ equity
|
|
374,311
|
|
|
359,771
|
|
|
347,403
|
|
|
306,919
|
|
|
294,698
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|
|||||
Cash Flow Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net cash provided by operating activities
|
|
$
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140,923
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|
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$
|
123,581
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|
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$
|
113,529
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|
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$
|
94,379
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|
|
$
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95,697
|
|
Net cash used in investing activities
|
|
(169,111
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)
|
|
(155,278
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)
|
|
(78,231
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)
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(63,305
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)
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|
(43,355
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)
|
|||||
Net cash provided by (used in) financing activities
|
|
28,767
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|
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37,051
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(40,630
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)
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(43,670
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)
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|
(35,195
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)
|
|||||
Selected Operating Data:
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|||||||
Net sales per square foot in Company-owned restaurants
|
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$
|
466
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$
|
462
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|
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$
|
451
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|
|
$
|
449
|
|
|
$
|
435
|
|
Total operating weeks
(5)
|
|
22,006
|
|
|
20,070
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|
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18,012
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|
|
17,607
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|
|
16,635
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|
|||||
Company-owned restaurants open at end of period
|
|
439
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|
|
415
|
|
|
361
|
|
|
339
|
|
|
327
|
|
|||||
Franchised restaurants open at end of period
|
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99
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|
|
99
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|
|
134
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|
|
133
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|
|
137
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|
|||||
Comparable restaurant net sales increase
(6)(7)
|
|
2.1
|
%
|
|
3.1
|
%
|
|
4.0
|
%
|
|
1.1
|
%
|
|
2.3
|
%
|
(1)
|
2015 includes pre-tax non-cash asset impairment charges of
$0.6 million
related to the impairment of
two
restaurants.
|
(2)
|
2014 includes pre-tax costs of
$1.8 million
related to acquiring 36 franchised restaurants. 2014 also includes a pre-tax non-cash asset impairment charge of
$8.8 million
, of which
$7.6 million
related to the impairment of in-development software, and
$1.2 million
related to the impairment of
three
restaurants.
|
(3)
|
2013 includes a pre-tax non-cash asset impairment charges of
$1.5 million
related to the impairment of
four
restaurants.
|
(4)
|
2011 reflects significant and infrequent pre-tax charges of $1.4 million related to executive transition and pre-tax non-cash asset impairment charges of $4.3 million related to the impairment of three restaurants.
|
(5)
|
Total operating weeks represent the number of weeks that the Company-owned restaurants were open during the reporting period.
|
(6)
|
Please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Total Revenues” for a further discussion of our comparable restaurant designation.
|
(7)
|
Comparable restaurant sales increase and average annual comparable restaurant sales volumes for 2012 were calculated on a 53-week basis by adjusting fiscal year 2011 as if there were 53 weeks.
|
•
|
Financial Performance.
|
◦
|
Restaurant revenue increased
$109.8 million
, or
9.7%
, to
$1.2 billion
for the 52 weeks ended
December 27, 2015
as compared to
$1.1 billion
for the 52 weeks ended
December 28, 2014
, of which $46.7 million resulted from restaurants acquired in fiscal years 2014 and 2015, net of a
$2.9 million
unfavorable impact of foreign currency exchange rates; $41.1 million resulted from new restaurant openings, net of closures; and
$22.0 million
resulted from comparable restaurant revenue increases. We expect total revenues to grow between 8.5% and 9.5% in 2016, comprised of comparable revenue growth in the low single digits and the remainder due to increased operating weeks associated with locations opened in 2015 and 2016.
|
◦
|
Restaurant operating costs, as a percentage of restaurant revenue, decreased 90 basis points to
77.7%
in
2015
compared to
78.6%
in
2014
. Decreases in food and beverage costs as well as labor costs, as a percent of restaurant revenue, were partially offset by higher rent associated with newly opened and acquired restaurants.
|
◦
|
Net income improved
46.5%
to
$47.7 million
in
2015
from
$32.6 million
in
2014
. Diluted earnings per share increased
49.3%
to
$3.36
as compared to
$2.25
in fiscal year
2014
. Excluding the impact of $0.06 per diluted share related to the change in accounting estimate for gift card breakage, and a non-cash charge of
$0.02
per diluted share related to the impairment of two underperforming restaurants, net income per diluted share in
2015
was $3.32. Excluding the impact of a non-cash charge of $0.38 per diluted share related to the impairment of certain software in development and three underperforming restaurants, and a charge of $0.03
|
◦
|
We purchased
$40.0 million
of common stock in
2015
through our share repurchase program.
|
•
|
Marketing.
Our Red Robin Royalty™ loyalty program operates in all of our U.S. and Canada Company-owned Red Robin restaurants and has been rolled out to most of our franchised restaurants. We engage our guests through Red Robin Royalty with offers designed to increase frequency of visits as a key part of our overall marketing strategy. We also inform enrolled guests early about new menu items to generate awareness and trial. Our media buying approach is designed to achieve maximum on-air continuity. In addition, we use digital, social, and earned media to target and more effectively reach specific segments of our guest base. In 2016, we plan to promote new items and value menus.
|
•
|
Brand Transformation Initiative.
In 2012, we began investing in our brand transformation program to enhance our service, food presentation, atmosphere, and other guest experiences. Key elements of the restaurant remodel associated with our brand transformation include greater separation of the bar and family dining area and refreshed exteriors including signage. In
2015
, we remodeled
157
Red Robin restaurants to our new brand standards, which resulted in over
325
restaurants conforming to the new design standards, including newly-opened restaurants. In 2016, we plan to remodel around 70 additional Red Robin restaurants and will have substantially completed the transformation for Company-owned restaurants.
|
•
|
Restaurant Development.
During
2015
, we opened 21 Company-owned Red Robin restaurants including the re-opening of one restaurant that was temporarily closed during 2014, acquired one Red Robin restaurant from a franchisee, and relocated three Red Robin restaurants. Our franchisees opened
one
Red Robin restaurant and sold one restaurant to us. In 2016, we plan to open 25 new Company-owned Red Robin restaurants, including one new Red Robin restaurant in Canada. We also opened three Red Robin Burger Works restaurants during
2015
, all located in central business district areas, resulting in ten locations as of fiscal year-end, located in the Chicago, IL, Denver, CO, and Washington, D.C. metropolitan areas. In 2016, we plan to open five Red Robin Burger Works restaurants, to meet the needs of time-pressed lunch and on-the-go occasions not well addressed by full service restaurants.
|
|
|
2015
|
|
2014
|
|
2013
|
|||
Company-owned:
|
|
|
|
|
|
|
|||
Beginning of period
|
|
415
|
|
|
361
|
|
|
339
|
|
Opened during the period
(1)(2)
|
|
24
|
|
|
22
|
|
|
22
|
|
Acquired from franchisee
|
|
1
|
|
|
36
|
|
|
—
|
|
Closed during the period
(2)
|
|
(1
|
)
|
|
(4
|
)
|
|
—
|
|
End of period
|
|
439
|
|
|
415
|
|
|
361
|
|
Franchised:
|
|
|
|
|
|
|
|||
Beginning of period
|
|
99
|
|
|
134
|
|
|
133
|
|
Opened during the period
|
|
1
|
|
|
2
|
|
|
2
|
|
Sold or closed during the period
(3)
|
|
(1
|
)
|
|
(37
|
)
|
|
(1
|
)
|
End of period
|
|
99
|
|
|
99
|
|
|
134
|
|
Total number of restaurants
|
|
538
|
|
|
514
|
|
|
495
|
|
(1)
|
Includes
three
Red Robin Burger Works in
2015
,
three
in
2014
, and
one
in
2013
.
|
(2)
|
Includes one Red Robin restaurant that was closed in 2014 due to public construction and re-opened in 2015.
|
(3)
|
Excludes
one
franchised restaurant that was closed in 2013 and re-opened during the same year.
|
|
|
2015
|
|
2014
|
|
2013
|
|||
|
|
(52 Weeks)
|
|
(52 Weeks)
|
|
(52 Weeks)
|
|||
Revenues:
|
|
|
|
|
|
|
|||
Restaurant
|
|
98.5
|
%
|
|
98.5
|
%
|
|
98.3
|
%
|
Franchise royalties and fees
|
|
1.0
|
|
|
1.2
|
|
|
1.4
|
|
Other revenue
|
|
0.5
|
|
|
0.3
|
|
|
0.3
|
|
Total revenues
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Costs and expenses:
|
|
|
|
|
|
|
|||
Restaurant operating costs (exclusive of depreciation and amortization shown separately below):
|
|
|
|
|
|
|
|||
Cost of sales
|
|
24.6
|
|
|
25.4
|
|
|
25.0
|
|
Labor
|
|
32.6
|
|
|
33.0
|
|
|
33.5
|
|
Other operating
|
|
12.4
|
|
|
12.5
|
|
|
12.3
|
|
Occupancy
|
|
8.1
|
|
|
7.7
|
|
|
7.4
|
|
Total restaurant operating costs
|
|
77.7
|
|
|
78.6
|
|
|
78.3
|
|
Depreciation and amortization
|
|
6.2
|
|
|
5.6
|
|
|
5.7
|
|
Selling, general, and administrative
|
|
11.4
|
|
|
11.5
|
|
|
12.2
|
|
Pre-opening costs
|
|
0.6
|
|
|
0.7
|
|
|
0.6
|
|
Asset impairment charge
|
|
—
|
|
|
0.8
|
|
|
0.1
|
|
Income from operations
|
|
5.3
|
|
|
3.9
|
|
|
4.3
|
|
Other (income) expense:
|
|
|
|
|
|
|
|||
Interest expense
|
|
0.3
|
|
|
0.3
|
|
|
0.3
|
|
Interest income and other, net
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
Total other expenses
|
|
0.3
|
|
|
0.2
|
|
|
0.3
|
|
Income before income taxes
|
|
5.0
|
|
|
3.7
|
|
|
4.1
|
|
Provision for income taxes
|
|
1.2
|
|
|
0.8
|
|
|
0.9
|
|
Net income
|
|
3.8
|
%
|
|
2.8
|
%
|
|
3.2
|
%
|
(Revenues in thousands)
|
|
2015
|
|
2014
|
|
2015 - 2014 Percent Change
|
|
2013
|
|
2014 - 2013 Percent Change
|
||||||||
Restaurant revenue
|
|
$
|
1,238,898
|
|
|
$
|
1,129,135
|
|
|
9.7
|
%
|
|
$
|
1,000,198
|
|
|
12.9
|
%
|
Franchise royalties and fees
|
|
12,526
|
|
|
13,637
|
|
|
(8.1
|
)%
|
|
14,378
|
|
|
(5.2
|
)%
|
|||
Other revenue
|
|
6,168
|
|
|
3,330
|
|
|
85.2
|
%
|
|
2,671
|
|
|
24.7
|
%
|
|||
Total revenues
|
|
$
|
1,257,592
|
|
|
$
|
1,146,102
|
|
|
9.7
|
%
|
|
$
|
1,017,247
|
|
|
12.7
|
%
|
Average weekly net sales volumes in Company-owned restaurants
(1)(2)
|
|
$
|
57,242
|
|
|
$
|
56,652
|
|
|
1.0
|
%
|
|
$
|
56,159
|
|
|
0.9
|
%
|
Total operating weeks
|
|
22,006
|
|
|
20,070
|
|
|
9.6
|
%
|
|
18,012
|
|
|
11.4
|
%
|
|||
Net sales per square foot
|
|
$
|
466
|
|
|
$
|
462
|
|
|
0.9
|
%
|
|
$
|
451
|
|
|
2.4
|
%
|
(1)
|
Excludes Red Robin Burger Works.
|
(2)
|
Calculated using constant currency rates. Using historical currency rates, the average weekly sales per unit in 2014 for Company-owned restaurants was $56,961.
|
(In thousands, except percentages)
|
|
2015
|
|
2014
|
|
2015 - 2014 Percent Change
|
|
2013
|
|
2014 - 2013 Percent Change
|
||||||||
Cost of sales
|
|
$
|
304,637
|
|
|
$
|
287,221
|
|
|
6.1
|
%
|
|
$
|
250,237
|
|
|
14.8
|
%
|
As a percent of restaurant revenue
|
|
24.6
|
%
|
|
25.4
|
%
|
|
(0.8
|
)%
|
|
25.0
|
%
|
|
0.4
|
%
|
(In thousands, except percentages)
|
|
2015
|
|
2014
|
|
2015 - 2014 Percent Change
|
|
2013
|
|
2014 - 2013 Percent Change
|
||||||||
Labor
|
|
$
|
403,517
|
|
|
$
|
372,657
|
|
|
8.3
|
%
|
|
$
|
335,113
|
|
|
11.2
|
%
|
As a percent of restaurant revenue
|
|
32.6
|
%
|
|
33.0
|
%
|
|
(0.4
|
)%
|
|
33.5
|
%
|
|
(0.5
|
)%
|
(In thousands, except percentages)
|
|
2015
|
|
2014
|
|
2015 - 2014 Percent Change
|
|
2013
|
|
2014 - 2013 Percent Change
|
||||||||
Other operating
|
|
$
|
154,344
|
|
|
$
|
140,972
|
|
|
9.5
|
%
|
|
$
|
123,479
|
|
|
14.2
|
%
|
As a percent of restaurant revenue
|
|
12.4
|
%
|
|
12.5
|
%
|
|
(0.1
|
)%
|
|
12.3
|
%
|
|
0.2
|
%
|
(In thousands, except percentages)
|
|
2015
|
|
2014
|
|
2015 - 2014 Percent Change
|
|
2013
|
|
2014 - 2013 Percent Change
|
||||||||
Occupancy
|
|
$
|
100,007
|
|
|
$
|
86,734
|
|
|
15.3
|
%
|
|
$
|
74,079
|
|
|
17.1
|
%
|
As a percent of restaurant revenue
|
|
8.1
|
%
|
|
7.7
|
%
|
|
0.4
|
%
|
|
7.4
|
%
|
|
0.3
|
%
|
(In thousands, except percentages)
|
|
2015
|
|
2014
|
|
2015 - 2014 Percent Change
|
|
2013
|
|
2014 - 2013 Percent Change
|
||||||||
Depreciation and amortization
|
|
$
|
77,374
|
|
|
$
|
64,579
|
|
|
19.8
|
%
|
|
$
|
58,200
|
|
|
11.0
|
%
|
As a percent of total revenues
|
|
6.2
|
%
|
|
5.6
|
%
|
|
0.6
|
%
|
|
5.7
|
%
|
|
(0.1
|
)%
|
(In thousands, except percentages)
|
|
2015
|
|
2014
|
|
2015 - 2014 Percent Change
|
|
2013
|
|
2014 - 2013 Percent Change
|
||||||||
Selling, general, and administrative
|
|
$
|
143,079
|
|
|
$
|
132,158
|
|
|
8.3
|
%
|
|
$
|
124,278
|
|
|
6.3
|
%
|
As a percent of total revenues
|
|
11.4
|
%
|
|
11.5
|
%
|
|
(0.1
|
)%
|
|
12.2
|
%
|
|
(0.7
|
)%
|
(In thousands, except percentages)
|
|
2015
|
|
2014
|
|
2015 - 2014 Percent Change
|
|
2013
|
|
2014 - 2013 Percent Change
|
||||||||
Pre-opening and acquisition costs
(1)
|
|
$
|
7,008
|
|
|
$
|
8,264
|
|
|
(15.2
|
)%
|
|
$
|
6,530
|
|
|
26.6
|
%
|
As a percent of total revenues
|
|
0.6
|
%
|
|
0.7
|
%
|
|
(0.1
|
)%
|
|
0.6
|
%
|
|
0.1
|
%
|
|||
Number of restaurants opened during year
|
|
24
|
|
|
22
|
|
|
9.1
|
%
|
|
22
|
|
|
—
|
%
|
|||
Average per restaurant pre-opening costs
|
|
$
|
292
|
|
|
$
|
295
|
|
|
(1.0
|
)%
|
|
$
|
297
|
|
|
(0.7
|
)%
|
(1)
|
Acquisition costs in 2014 related to the acquisition of 36 Red Robin franchised restaurants in the United States and Canada and totaled
$1.8 million
.
|
•
|
$140.9 million
of cash provided by operating activities;
|
•
|
$63.0 million
additional net borrowings from our credit facility and payments on capital leases;
|
•
|
$6.1 million
in proceeds and the related tax benefit from stock option exercises and purchases of common stock through the employee stock purchase plan;
|
•
|
$168.8 million
used for the construction of new restaurants, expenditures for facility improvements, investments in information technology, and acquisition of franchised restaurants; and
|
•
|
$40.0 million
used for the repurchase of the Company’s common stock.
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net cash provided by operating activities
|
|
$
|
140,923
|
|
|
$
|
123,581
|
|
|
$
|
113,529
|
|
Net cash used in investing activities
|
|
(169,111
|
)
|
|
(155,278
|
)
|
|
(78,231
|
)
|
|||
Net cash provided by (used in) financing activities
|
|
28,767
|
|
|
37,051
|
|
|
(40,630
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
|
(282
|
)
|
|
(54
|
)
|
|
—
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
|
$
|
297
|
|
|
$
|
5,300
|
|
|
$
|
(5,332
|
)
|
|
Year Ended December 27, 2015
|
||
Restaurant transformations
|
$
|
78,141
|
|
New restaurants
|
47,127
|
|
|
Investment in technology infrastructure and other
|
26,810
|
|
|
Restaurant maintenance capital
|
14,206
|
|
|
Acquisition of franchised restaurants
|
2,532
|
|
|
Total capital expenditures
|
$
|
168,816
|
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
|
Total
|
|
2016
|
|
2017 - 2018
|
|
2019 - 2020
|
|
2021 and
Thereafter |
||||||||||
Long-term debt obligations
(1)
|
|
$
|
215,912
|
|
|
$
|
3,683
|
|
|
$
|
7,366
|
|
|
$
|
203,890
|
|
|
$
|
973
|
|
Capital lease obligations
(2)
|
|
10,229
|
|
|
905
|
|
|
1,800
|
|
|
1,812
|
|
|
5,712
|
|
|||||
Operating lease obligations
(3)
|
|
551,847
|
|
|
72,796
|
|
|
136,979
|
|
|
115,430
|
|
|
226,642
|
|
|||||
Purchase obligations
(4)
|
|
61,863
|
|
|
47,935
|
|
|
7,413
|
|
|
5,477
|
|
|
1,038
|
|
|||||
Other non-current liabilities
(5)
|
|
7,040
|
|
|
811
|
|
|
1,172
|
|
|
1,349
|
|
|
3,708
|
|
|||||
Total contractual obligations
|
|
$
|
846,891
|
|
|
$
|
126,130
|
|
|
$
|
154,730
|
|
|
$
|
327,958
|
|
|
$
|
238,073
|
|
(1)
|
Long-term debt obligations primarily represent minimum required principal payments under our credit agreement including estimated interest of
$12.8 million
based on a
1.81%
average borrowing interest rate.
|
(2)
|
Capital lease obligations include interest of
$2.3 million
.
|
(3)
|
Operating lease obligations represent future minimum lease commitments payable for land, buildings, and equipment used in our operations. This table excludes contingent rents, including amounts which are determined as a percentage of adjusted sales in excess of specified levels.
|
(4)
|
Purchase obligations include commitments for the construction of new restaurants and other capital improvement projects and lease commitments for Company-owned restaurants where leases have been executed but construction has not begun. It also includes the Company’s share of system-wide commitments for beverage and supply items. These amounts require estimates and could vary due to the timing of volumes. Excluded are any agreements that are cancelable without significant penalty.
|
(5)
|
Other non-current liabilities primarily represent employee deferred compensation plan liability. Refer to Note 17,
Employee Benefit Programs,
of Notes to Consolidated Financial Statements of this report for additional information.
|
|
Page
|
Reports of Independent Registered Public Accounting Firm
|
|
Consolidated Balance Sheets
|
|
Consolidated Statements of Income
|
|
Consolidated Statements of Comprehensive Income
|
|
Consolidated Statements of Stockholders
’
Equity
|
|
Consolidated Statements of Cash Flows
|
|
Notes to Consolidated Financial Statements
|
|
|
December 27, 2015
|
|
December 28, 2014
|
||||
Assets:
|
|
|
|
|
||||
Current Assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
22,705
|
|
|
$
|
22,408
|
|
Accounts receivable, net
|
|
27,760
|
|
|
23,740
|
|
||
Inventories
|
|
28,223
|
|
|
25,947
|
|
||
Prepaid expenses and other current assets
|
|
18,052
|
|
|
23,160
|
|
||
Deferred tax asset
|
|
—
|
|
|
4,677
|
|
||
Total current assets
|
|
96,740
|
|
|
99,932
|
|
||
Property and equipment, net
|
|
603,686
|
|
|
496,262
|
|
||
Goodwill
|
|
81,957
|
|
|
84,115
|
|
||
Intangible assets, net
|
|
39,573
|
|
|
42,479
|
|
||
Other assets, net
|
|
18,023
|
|
|
13,101
|
|
||
Total assets
|
|
$
|
839,979
|
|
|
$
|
735,889
|
|
Liabilities and Stockholders
’
Equity:
|
|
|
|
|
||||
Current Liabilities:
|
|
|
|
|
||||
Trade accounts payable
|
|
$
|
23,392
|
|
|
$
|
28,522
|
|
Construction related payables
|
|
28,692
|
|
|
15,652
|
|
||
Accrued payroll and payroll-related liabilities
|
|
47,587
|
|
|
47,362
|
|
||
Unearned revenue
|
|
48,392
|
|
|
45,049
|
|
||
Accrued liabilities and other current liabilities
|
|
29,610
|
|
|
27,084
|
|
||
Total current liabilities
|
|
177,673
|
|
|
163,669
|
|
||
Deferred rent
|
|
66,470
|
|
|
57,341
|
|
||
Long-term debt
|
|
202,875
|
|
|
139,375
|
|
||
Long-term portion of capital lease obligations
|
|
7,441
|
|
|
7,938
|
|
||
Other non-current liabilities
|
|
11,209
|
|
|
7,795
|
|
||
Total liabilities
|
|
465,668
|
|
|
376,118
|
|
||
Stockholders
’
Equity:
|
|
|
|
|
||||
Common stock; $0.001 par value: 45,000 shares authorized; 17,851 and 17,851 shares issued; 13,628 and 14,043 shares outstanding
|
|
18
|
|
|
18
|
|
||
Preferred stock, $0.001 par value: 3,000 shares authorized; no shares issued and outstanding
|
|
—
|
|
|
—
|
|
||
Treasury stock 4,223 and 3,808 shares, at cost
|
|
(167,339
|
)
|
|
(132,252
|
)
|
||
Paid-in capital
|
|
205,995
|
|
|
200,617
|
|
||
Accumulated other comprehensive loss, net of tax
|
|
(5,379
|
)
|
|
(1,924
|
)
|
||
Retained earnings
|
|
341,016
|
|
|
293,312
|
|
||
Total stockholders
’
equity
|
|
374,311
|
|
|
359,771
|
|
||
Total liabilities and stockholders
’
equity
|
|
$
|
839,979
|
|
|
$
|
735,889
|
|
|
|
Year Ended
|
||||||||||
|
|
December 27, 2015
|
|
December 28, 2014
|
|
December 29, 2013
|
||||||
Revenues:
|
|
|
|
|
|
|
||||||
Restaurant revenue
|
|
$
|
1,238,898
|
|
|
$
|
1,129,135
|
|
|
$
|
1,000,198
|
|
Franchise royalties and fees
|
|
12,526
|
|
|
13,637
|
|
|
14,378
|
|
|||
Other revenue
|
|
6,168
|
|
|
3,330
|
|
|
2,671
|
|
|||
Total revenues
|
|
1,257,592
|
|
|
1,146,102
|
|
|
1,017,247
|
|
|||
Costs and expenses:
|
|
|
|
|
|
|
||||||
Restaurant operating costs (excluding depreciation and amortization shown separately below):
|
|
|
|
|
|
|
||||||
Cost of sales
|
|
304,637
|
|
|
287,221
|
|
|
250,237
|
|
|||
Labor (includes $115, $81, and $151 of stock-based compensation)
|
|
403,517
|
|
|
372,657
|
|
|
335,113
|
|
|||
Other operating
|
|
154,344
|
|
|
140,972
|
|
|
123,479
|
|
|||
Occupancy
|
|
100,007
|
|
|
86,734
|
|
|
74,079
|
|
|||
Depreciation and amortization
|
|
77,374
|
|
|
64,579
|
|
|
58,200
|
|
|||
Selling, general, and administrative expenses (includes $4,609, $4,089, and $3,672 of stock-based compensation)
|
|
143,079
|
|
|
132,158
|
|
|
124,278
|
|
|||
Pre-opening and acquisition costs
|
|
7,008
|
|
|
8,264
|
|
|
6,530
|
|
|||
Asset impairment charges
|
|
581
|
|
|
8,833
|
|
|
1,517
|
|
|||
Total costs and expenses
|
|
1,190,547
|
|
|
1,101,418
|
|
|
973,433
|
|
|||
Income from operations
|
|
67,045
|
|
|
44,684
|
|
|
43,814
|
|
|||
Other (income) expense:
|
|
|
|
|
|
|
||||||
Interest expense
|
|
3,680
|
|
|
3,045
|
|
|
2,692
|
|
|||
Interest (income) and other, net
|
|
129
|
|
|
(220
|
)
|
|
(127
|
)
|
|||
Total other expenses
|
|
3,809
|
|
|
2,825
|
|
|
2,565
|
|
|||
Income before income taxes
|
|
63,236
|
|
|
41,859
|
|
|
41,249
|
|
|||
Provision for income taxes
|
|
15,532
|
|
|
9,298
|
|
|
9,010
|
|
|||
Net income
|
|
$
|
47,704
|
|
|
$
|
32,561
|
|
|
$
|
32,239
|
|
Earnings per share:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
3.40
|
|
|
$
|
2.29
|
|
|
$
|
2.27
|
|
Diluted
|
|
$
|
3.36
|
|
|
$
|
2.25
|
|
|
$
|
2.22
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
||||||
Basic
|
|
14,042
|
|
|
14,237
|
|
|
14,225
|
|
|||
Diluted
|
|
14,216
|
|
|
14,447
|
|
|
14,510
|
|
|
|
Year Ended
|
||||||||||
|
|
December 27, 2015
|
|
December 28, 2014
|
|
December 29, 2013
|
||||||
Net income
|
|
$
|
47,704
|
|
|
$
|
32,561
|
|
|
$
|
32,239
|
|
Other comprehensive loss, net of tax:
|
|
|
|
|
|
|
||||||
Changes in derivative instruments:
|
|
|
|
|
|
|
||||||
Net change in fair value of interest rate swap
|
|
(3
|
)
|
|
(94
|
)
|
|
(123
|
)
|
|||
Net loss reclassified into interest expense
|
|
36
|
|
|
95
|
|
|
80
|
|
|||
Tax (expense) benefit
|
|
(13
|
)
|
|
—
|
|
|
13
|
|
|||
Net changes in derivative instruments
|
|
20
|
|
|
1
|
|
|
(30
|
)
|
|||
Foreign currency translation adjustment
|
|
(3,475
|
)
|
|
(1,900
|
)
|
|
—
|
|
|||
Other comprehensive loss, net of tax
|
|
(3,455
|
)
|
|
(1,899
|
)
|
|
(30
|
)
|
|||
Total comprehensive income
|
|
$
|
44,249
|
|
|
$
|
30,662
|
|
|
$
|
32,209
|
|
|
|
Common Stock
|
|
Treasury Stock
|
|
|
|
Accumulated
Other
Comprehensive
Loss,
net of tax
|
|
|
|
|
||||||||||||||||||
|
|
Paid-in
Capital
|
|
|
Retained
Earnings
|
|
|
|||||||||||||||||||||||
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
Total
|
|||||||||||||||||||
Balance, December 30, 2012
|
|
17,499
|
|
|
$
|
17
|
|
|
3,500
|
|
|
$
|
(107,589
|
)
|
|
$
|
185,974
|
|
|
$
|
5
|
|
|
$
|
228,512
|
|
|
$
|
306,919
|
|
Exercise of options, issuance of restricted stock, shares exchanged for exercise and tax, and stock issued through employee stock purchase plan
|
|
352
|
|
|
1
|
|
|
(68
|
)
|
|
2,106
|
|
|
3,700
|
|
|
—
|
|
|
—
|
|
|
5,807
|
|
||||||
Excess tax benefit from exercise of stock options
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,481
|
|
|
—
|
|
|
—
|
|
|
3,481
|
|
||||||
Acquisition of treasury stock
|
|
—
|
|
|
—
|
|
|
69
|
|
|
(5,003
|
)
|
|
—
|
|
|
|
|
|
|
|
|
(5,003
|
)
|
||||||
Non-cash stock compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,990
|
|
|
—
|
|
|
—
|
|
|
3,990
|
|
||||||
Net Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32,239
|
|
|
32,239
|
|
||||||||||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30
|
)
|
|
—
|
|
|
(30
|
)
|
||||||
Balance, December 29, 2013
|
|
17,851
|
|
|
18
|
|
|
3,501
|
|
|
(110,486
|
)
|
|
197,145
|
|
|
(25
|
)
|
|
260,751
|
|
|
347,403
|
|
||||||
Exercise of options, issuance of restricted stock, shares exchanged for exercise and tax, and stock issued through employee stock purchase plan
|
|
—
|
|
|
—
|
|
|
(157
|
)
|
|
5,118
|
|
|
(3,049
|
)
|
|
—
|
|
|
—
|
|
|
2,069
|
|
||||||
Excess tax benefit from exercise of stock options
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,224
|
|
|
—
|
|
|
—
|
|
|
2,224
|
|
||||||
Acquisition of treasury stock
|
|
—
|
|
|
—
|
|
|
464
|
|
|
(26,884
|
)
|
|
—
|
|
|
|
|
|
|
|
|
(26,884
|
)
|
||||||
Non-cash stock compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,297
|
|
|
—
|
|
|
—
|
|
|
4,297
|
|
||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32,561
|
|
|
32,561
|
|
||||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,899
|
)
|
|
—
|
|
|
(1,899
|
)
|
||||||
Balance, December 28, 2014
|
|
17,851
|
|
|
18
|
|
|
3,808
|
|
|
(132,252
|
)
|
|
200,617
|
|
|
(1,924
|
)
|
|
293,312
|
|
|
359,771
|
|
||||||
Exercise of options, issuance of restricted stock, shares exchanged for exercise and tax, and stock issued through employee stock purchase plan
|
|
—
|
|
|
—
|
|
|
(141
|
)
|
|
4,922
|
|
|
(1,515
|
)
|
|
—
|
|
|
—
|
|
|
3,407
|
|
||||||
Excess tax benefit from exercise of stock options
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,980
|
|
|
—
|
|
|
—
|
|
|
1,980
|
|
||||||
Acquisition of treasury stock
|
|
—
|
|
|
—
|
|
|
556
|
|
|
(40,009
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(40,009
|
)
|
||||||
Non-cash stock compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,913
|
|
|
—
|
|
|
—
|
|
|
4,913
|
|
||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
47,704
|
|
|
47,704
|
|
||||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,455
|
)
|
|
—
|
|
|
(3,455
|
)
|
||||||
Balance, December 27, 2015
|
|
17,851
|
|
|
$
|
18
|
|
|
4,223
|
|
|
$
|
(167,339
|
)
|
|
$
|
205,995
|
|
|
$
|
(5,379
|
)
|
|
$
|
341,016
|
|
|
$
|
374,311
|
|
|
|
Year Ended
|
||||||||||
|
|
December 27, 2015
|
|
December 28, 2014
|
|
December 29, 2013
|
||||||
Cash Flows From Operating Activities:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
47,704
|
|
|
$
|
32,561
|
|
|
$
|
32,239
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
77,374
|
|
|
64,579
|
|
|
58,200
|
|
|||
Gift card breakage
|
|
(5,079
|
)
|
|
(2,284
|
)
|
|
(2,106
|
)
|
|||
Provision for deferred income taxes and benefit from exercise of stock options
|
|
2,681
|
|
|
(1,990
|
)
|
|
(1,662
|
)
|
|||
Asset impairment charges
|
|
581
|
|
|
8,833
|
|
|
1,517
|
|
|||
Stock-based compensation
|
|
4,724
|
|
|
4,170
|
|
|
3,823
|
|
|||
Amortization of debt issuance costs and other
|
|
479
|
|
|
702
|
|
|
449
|
|
|||
Changes in operating assets and liabilities, net of effects of acquired business:
|
|
|
|
|
|
|
||||||
Accounts receivable and other current assets
|
|
4,272
|
|
|
(1,279
|
)
|
|
(2,334
|
)
|
|||
Inventory
|
|
(2,375
|
)
|
|
(1,949
|
)
|
|
(3,621
|
)
|
|||
Other assets
|
|
(3,055
|
)
|
|
(6,466
|
)
|
|
(1,816
|
)
|
|||
Trade accounts payable, accrued and other liabilities
|
|
1,536
|
|
|
12,051
|
|
|
17,571
|
|
|||
Unearned revenue
|
|
7,909
|
|
|
8,877
|
|
|
7,830
|
|
|||
Deferred rent
|
|
4,172
|
|
|
5,776
|
|
|
3,439
|
|
|||
Net cash provided by operating activities
|
|
140,923
|
|
|
123,581
|
|
|
113,529
|
|
|||
Cash Flows From Investing Activities:
|
|
|
|
|
|
|
||||||
Purchases of property, equipment and intangible assets
|
|
(166,284
|
)
|
|
(107,703
|
)
|
|
(78,876
|
)
|
|||
Acquisition of franchise restaurants, net of cash acquired
|
|
(2,532
|
)
|
|
(47,511
|
)
|
|
—
|
|
|||
Other investing activities
|
|
(295
|
)
|
|
(64
|
)
|
|
645
|
|
|||
Net cash used in investing activities
|
|
(169,111
|
)
|
|
(155,278
|
)
|
|
(78,231
|
)
|
|||
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
|
|
|
|||
Borrowings of long-term debt
|
|
415,500
|
|
|
231,000
|
|
|
141,500
|
|
|||
Payments of long-term debt and capital leases
|
|
(352,550
|
)
|
|
(171,817
|
)
|
|
(188,783
|
)
|
|||
Purchase of treasury stock
|
|
(40,009
|
)
|
|
(26,884
|
)
|
|
(5,003
|
)
|
|||
Debt issuance costs
|
|
(319
|
)
|
|
(690
|
)
|
|
—
|
|
|||
Tax benefit from exercise of stock options
|
|
1,980
|
|
|
2,224
|
|
|
3,481
|
|
|||
Proceeds from exercise of stock options and employee stock purchase plan
|
|
4,165
|
|
|
3,218
|
|
|
8,175
|
|
|||
Net cash provided by (used in) financing activities
|
|
28,767
|
|
|
37,051
|
|
|
(40,630
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
|
(282
|
)
|
|
(54
|
)
|
|
—
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
|
$
|
297
|
|
|
$
|
5,300
|
|
|
$
|
(5,332
|
)
|
Cash and cash equivalents, beginning of year
|
|
22,408
|
|
|
17,108
|
|
|
22,440
|
|
|||
Cash and cash equivalents, end of year
|
|
$
|
22,705
|
|
|
$
|
22,408
|
|
|
$
|
17,108
|
|
Buildings
|
|
5 to 20 years
|
Leasehold improvements
|
|
Shorter of lease term or estimated useful life, not to exceed 20 years
|
Furniture, fixtures, and equipment
|
|
5 to 20 years
|
Computer equipment
|
|
2 to 5 years
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net income
|
|
$
|
47,704
|
|
|
$
|
32,561
|
|
|
$
|
32,239
|
|
Shares:
|
|
|
|
|
|
|
||||||
Basic weighted average shares outstanding
|
|
14,042
|
|
|
14,237
|
|
|
14,225
|
|
|||
Dilutive effect of stock options and awards
|
|
174
|
|
|
210
|
|
|
285
|
|
|||
Diluted weighted average shares outstanding
|
|
14,216
|
|
|
14,447
|
|
|
14,510
|
|
|||
Earnings per share:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
3.40
|
|
|
$
|
2.29
|
|
|
$
|
2.27
|
|
Diluted
|
|
$
|
3.36
|
|
|
$
|
2.25
|
|
|
$
|
2.22
|
|
|
|
2015
|
|
2014
|
||||
Land
|
|
$
|
34,461
|
|
|
$
|
33,896
|
|
Buildings
|
|
86,229
|
|
|
82,802
|
|
||
Leasehold improvements
|
|
658,173
|
|
|
567,303
|
|
||
Furniture, fixtures and equipment
|
|
310,668
|
|
|
265,980
|
|
||
Restaurant property leased to others
|
|
4,554
|
|
|
4,554
|
|
||
Construction in progress
|
|
22,486
|
|
|
9,813
|
|
||
|
|
1,116,571
|
|
|
964,348
|
|
||
Accumulated depreciation and amortization
|
|
(512,885
|
)
|
|
(468,086
|
)
|
||
Property and equipment, net
|
|
$
|
603,686
|
|
|
$
|
496,262
|
|
|
|
2015
|
|
2014
|
||||
Balance at beginning of year
|
|
$
|
84,115
|
|
|
$
|
62,525
|
|
Acquisition and adjustment
|
|
295
|
|
|
22,953
|
|
||
Foreign currency translation adjustment
|
|
(2,453
|
)
|
|
(1,363
|
)
|
||
Balance at end of year
|
|
$
|
81,957
|
|
|
$
|
84,115
|
|
|
|
2015
|
|
2014
|
||||||||||||||||||||
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
||||||||||||
Intangible assets subject to amortization:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Franchise rights
|
|
$
|
50,878
|
|
|
$
|
(23,904
|
)
|
|
$
|
26,974
|
|
|
$
|
50,826
|
|
|
$
|
(20,583
|
)
|
|
$
|
30,243
|
|
Leasehold interests
|
|
12,991
|
|
|
(6,643
|
)
|
|
6,348
|
|
|
12,991
|
|
|
(5,553
|
)
|
|
7,438
|
|
||||||
Liquor licenses
|
|
10,168
|
|
|
(9,751
|
)
|
|
417
|
|
|
10,058
|
|
|
(9,548
|
)
|
|
510
|
|
||||||
|
|
$
|
74,037
|
|
|
$
|
(40,298
|
)
|
|
$
|
33,739
|
|
|
$
|
73,875
|
|
|
$
|
(35,684
|
)
|
|
$
|
38,191
|
|
Indefinite-lived intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liquor licenses
|
|
$
|
5,834
|
|
|
$
|
—
|
|
|
$
|
5,834
|
|
|
$
|
4,288
|
|
|
$
|
—
|
|
|
$
|
4,288
|
|
Intangible assets, net
|
|
$
|
79,871
|
|
|
$
|
(40,298
|
)
|
|
$
|
39,573
|
|
|
$
|
78,163
|
|
|
$
|
(35,684
|
)
|
|
$
|
42,479
|
|
2016
|
$
|
4,021
|
|
2017
|
3,911
|
|
|
2018
|
3,701
|
|
|
2019
|
3,621
|
|
|
2020
|
3,094
|
|
|
Thereafter
|
15,391
|
|
|
|
$
|
33,739
|
|
|
|
2015
|
|
2014
|
||||
Payroll
|
|
$
|
9,768
|
|
|
$
|
9,195
|
|
Corporate and restaurant variable compensation
|
|
16,215
|
|
|
15,077
|
|
||
Workers compensation insurance
|
|
7,095
|
|
|
7,563
|
|
||
Accrued vacation
|
|
5,085
|
|
|
5,809
|
|
||
Other
|
|
9,424
|
|
|
9,718
|
|
||
|
|
$
|
47,587
|
|
|
$
|
47,362
|
|
|
|
2015
|
|
2014
|
||||
State and city sales taxes
|
|
$
|
7,677
|
|
|
$
|
6,839
|
|
Real estate, personal property, state income and other taxes payable
|
|
3,091
|
|
|
2,999
|
|
||
General liability insurance
|
|
4,854
|
|
|
3,531
|
|
||
Utilities
|
|
2,890
|
|
|
2,938
|
|
||
Other
|
|
11,098
|
|
|
10,777
|
|
||
|
|
$
|
29,610
|
|
|
$
|
27,084
|
|
|
|
2015
|
|
2014
|
||||||||||
|
|
Borrowings
|
|
Weighted
Average
Interest Rate
|
|
Borrowings
|
|
Weighted
Average
Interest Rate
|
||||||
Revolving credit facility and other long-term debt
|
|
$
|
202,875
|
|
|
1.82
|
%
|
|
$
|
139,375
|
|
|
1.71
|
%
|
Capital lease obligations
|
|
7,972
|
|
|
4.89
|
%
|
|
8,521
|
|
|
5.11
|
%
|
||
Total debt and capital lease obligations
|
|
210,847
|
|
|
|
|
|
147,896
|
|
|
|
|||
Less: Current portion
|
|
(531
|
)
|
|
|
|
|
(583
|
)
|
|
|
|
||
Long-term debt and capital lease obligations
|
|
$
|
210,316
|
|
|
|
|
|
$
|
147,313
|
|
|
|
|
2016
|
$
|
531
|
|
2017
|
561
|
|
|
2018
|
595
|
|
|
2019
|
202,633
|
|
|
2020
|
684
|
|
|
Thereafter
|
5,843
|
|
|
|
$
|
210,847
|
|
|
|
Derivative Liability
|
||||||
Balance Sheet Location
|
|
Fair Value at
December 27, 2015
|
|
Fair Value at
December 28, 2014 |
||||
Accrued liabilities
|
|
$
|
—
|
|
|
$
|
347
|
|
Total derivatives
|
|
$
|
—
|
|
|
$
|
347
|
|
Level 1:
|
Observable inputs that reflect unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
|
Level 2:
|
Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly.
|
Level 3:
|
Inputs that are generally unobservable. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.
|
|
|
December 27, 2015
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Investments in rabbi trust
|
|
$
|
6,863
|
|
|
$
|
6,863
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total assets measured at fair value
|
|
$
|
6,863
|
|
|
$
|
6,863
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
December 28, 2014
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Investments in rabbi trust
|
|
$
|
5,723
|
|
|
$
|
5,723
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total assets measured at fair value
|
|
$
|
5,723
|
|
|
$
|
5,723
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Derivative—interest rate swap
|
|
$
|
347
|
|
|
$
|
—
|
|
|
347
|
|
|
$
|
—
|
|
|
Total liabilities measured at fair value
|
|
$
|
347
|
|
|
$
|
—
|
|
|
$
|
347
|
|
|
$
|
—
|
|
|
|
December 27, 2015
|
|
December 28, 2014
|
||||||||||||
|
|
Carrying Value
|
|
Estimated Fair Value
|
|
Carrying Value
|
|
Estimated Fair Value
|
||||||||
Credit facility
|
|
$
|
202,000
|
|
|
$
|
201,829
|
|
|
$
|
138,500
|
|
|
$
|
138,397
|
|
Capital lease obligations
|
|
7,972
|
|
|
9,177
|
|
|
8,521
|
|
|
10,004
|
|
||||
Total
|
|
$
|
209,972
|
|
|
$
|
211,006
|
|
|
$
|
147,021
|
|
|
$
|
148,401
|
|
(In thousands)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Cash paid during the year for:
|
|
|
|
|
|
|
||||||
Income taxes
|
|
$
|
14,346
|
|
|
$
|
12,827
|
|
|
$
|
7,205
|
|
Interest, net of amounts capitalized
|
|
3,754
|
|
|
3,370
|
|
|
2,342
|
|
|||
Non-cash investing and financing activities:
|
|
|
|
|
|
|
||||||
Change in construction related payables
|
|
13,040
|
|
|
970
|
|
|
9,988
|
|
|||
Capital lease obligations incurred for real estate and equipment purchases
|
|
—
|
|
|
—
|
|
|
126
|
|
|||
Note entered for liquor license purchase
|
|
—
|
|
|
—
|
|
|
875
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
|
|
|
|
||||||
U.S.
|
|
$
|
64,668
|
|
|
$
|
42,898
|
|
|
$
|
41,249
|
|
Foreign
|
|
(1,432
|
)
|
|
(1,039
|
)
|
|
—
|
|
|||
|
|
$
|
63,236
|
|
|
$
|
41,859
|
|
|
$
|
41,249
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Current:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
6,427
|
|
|
$
|
5,169
|
|
|
$
|
4,667
|
|
State
|
|
4,455
|
|
|
3,895
|
|
|
2,525
|
|
|||
Foreign
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Deferred:
|
|
|
|
|
|
|
||||||
Federal
|
|
4,013
|
|
|
1,146
|
|
|
2,755
|
|
|||
State
|
|
(1
|
)
|
|
(649
|
)
|
|
(937
|
)
|
|||
Foreign
|
|
638
|
|
|
(263
|
)
|
|
—
|
|
|||
|
|
$
|
15,532
|
|
|
$
|
9,298
|
|
|
$
|
9,010
|
|
|
|
2015
|
|
2014
|
|
2013
|
|||
Tax provision at U.S. federal statutory rate
|
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State income taxes
|
|
4.3
|
|
|
5.1
|
|
|
2.5
|
|
FICA tip tax credits
|
|
(12.8
|
)
|
|
(16.0
|
)
|
|
(14.8
|
)
|
Foreign taxes versus U.S statutory rate
|
|
0.3
|
|
|
(0.1
|
)
|
|
—
|
|
Valuation allowance on deferred income tax assets
|
|
1.5
|
|
|
—
|
|
|
—
|
|
Other tax credits
|
|
(3.6
|
)
|
|
(2.3
|
)
|
|
(2.5
|
)
|
Other
|
|
(0.1
|
)
|
|
0.5
|
|
|
1.6
|
|
Effective tax rate
|
|
24.6
|
%
|
|
22.2
|
%
|
|
21.8
|
%
|
|
|
2015
|
|
2014
|
||||
Current deferred tax assets and (liabilities), net:
|
|
|
|
|
||||
Accrued compensation and related costs
|
|
$
|
—
|
|
|
$
|
10,941
|
|
Advanced payments
|
|
—
|
|
|
2,764
|
|
||
General business and other tax credits
|
|
—
|
|
|
(275
|
)
|
||
Interest rate swap
|
|
—
|
|
|
13
|
|
||
Other current deferred tax assets
|
|
—
|
|
|
3,583
|
|
||
Other current deferred tax liabilities
|
|
—
|
|
|
—
|
|
||
Prepaid expenses
|
|
—
|
|
|
(5,426
|
)
|
||
Supplies inventory
|
|
—
|
|
|
(6,923
|
)
|
||
Current deferred tax asset, net
|
|
—
|
|
|
4,677
|
|
||
Non-current deferred tax assets and (liabilities), net:
|
|
|
|
|
||||
Deferred rent
|
|
17,978
|
|
|
16,900
|
|
||
Stock-based compensation
|
|
6,980
|
|
|
6,461
|
|
||
General business and other tax credits
|
|
3,275
|
|
|
5,551
|
|
||
Alternative minimum tax credits
|
|
1,262
|
|
|
1,262
|
|
||
Accrued compensation and related costs
|
|
11,862
|
|
|
2,067
|
|
||
Advanced payments
|
|
3,024
|
|
|
—
|
|
||
Other non-current deferred tax assets
|
|
4,277
|
|
|
413
|
|
||
Other non-current deferred tax liabilities
|
|
(1,181
|
)
|
|
(789
|
)
|
||
Goodwill
|
|
(9,572
|
)
|
|
(7,260
|
)
|
||
Property and equipment
|
|
(24,792
|
)
|
|
(25,369
|
)
|
||
Franchise rights
|
|
744
|
|
|
63
|
|
||
Prepaid expenses
|
|
(4,736
|
)
|
|
—
|
|
||
Supplies inventory
|
|
(7,089
|
)
|
|
—
|
|
||
Subtotal
|
|
2,032
|
|
|
(701
|
)
|
||
Valuation Allowance
|
|
(1,910
|
)
|
|
(990
|
)
|
||
Non-current deferred tax asset (liability), net, included in other non-current liabilities
|
|
122
|
|
|
(1,691
|
)
|
||
Net deferred tax asset (liability)
|
|
$
|
122
|
|
|
$
|
2,986
|
|
|
|
2015
|
|
2014
|
||||
Beginning of year
|
|
$
|
319
|
|
|
$
|
401
|
|
Increase due to current year tax positions
|
|
57
|
|
|
96
|
|
||
Due to decrease to a position taken in a prior year
|
|
(100
|
)
|
|
(5
|
)
|
||
Settlements
|
|
—
|
|
|
(122
|
)
|
||
Reductions related to lapses
|
|
(48
|
)
|
|
(51
|
)
|
||
End of year
|
|
$
|
228
|
|
|
$
|
319
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Minimum rent
|
|
$
|
67,078
|
|
|
$
|
58,083
|
|
|
$
|
49,206
|
|
Contingent rent
|
|
2,264
|
|
|
2,239
|
|
|
2,164
|
|
|||
Equipment rent under operating leases
|
|
791
|
|
|
895
|
|
|
990
|
|
|||
|
|
$
|
70,133
|
|
|
$
|
61,217
|
|
|
$
|
52,360
|
|
|
|
Capital
Leases
|
|
Operating
Leases
|
|
Rental
Income
|
||||||
2016
|
|
$
|
905
|
|
|
$
|
72,796
|
|
|
$
|
131
|
|
2017
|
|
900
|
|
|
70,786
|
|
|
104
|
|
|||
2018
|
|
900
|
|
|
66,193
|
|
|
104
|
|
|||
2019
|
|
900
|
|
|
60,612
|
|
|
104
|
|
|||
2020
|
|
912
|
|
|
54,818
|
|
|
104
|
|
|||
Thereafter
|
|
5,712
|
|
|
226,642
|
|
|
82
|
|
|||
Total
|
|
10,229
|
|
|
$
|
551,847
|
|
|
$
|
629
|
|
|
Less amount representing interest
|
|
(2,257
|
)
|
|
|
|
|
|
|
|||
Present value of future minimum lease payments
|
|
7,972
|
|
|
|
|
|
|
|
|||
Less current portion
|
|
(531
|
)
|
|
|
|
|
|
|
|||
Long-term capital lease obligations
|
|
$
|
7,441
|
|
|
|
|
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Franchise royalties and fees:
|
|
|
|
|
|
||||||
Royalty income
|
$
|
12,478
|
|
|
$
|
13,540
|
|
|
$
|
14,315
|
|
Franchise fees
|
48
|
|
|
97
|
|
|
63
|
|
|||
Total franchise royalties and fees
|
$
|
12,526
|
|
|
$
|
13,637
|
|
|
$
|
14,378
|
|
|
|
Stock Options
|
|||||
|
|
Shares
|
|
Weighted Average Exercise Price
|
|||
Outstanding, December 28, 2014
|
|
462
|
|
|
$
|
38.83
|
|
Granted
|
|
72
|
|
|
81.84
|
|
|
Forfeited/expired
|
|
(44
|
)
|
|
49.35
|
|
|
Exercised
|
|
(95
|
)
|
|
36.49
|
|
|
Outstanding, December 27, 2015
|
|
395
|
|
|
$
|
46.04
|
|
|
|
Shares
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Years of
Contractual
Life
|
|
Aggregate
Intrinsic Value
|
|||||
Outstanding as of December 27, 2015
|
|
395
|
|
|
$
|
46.04
|
|
|
6.10
|
|
$
|
8,155
|
|
Vested and expected to vest as of December 27, 2015
(1)
|
|
379
|
|
|
$
|
44.87
|
|
|
6.00
|
|
$
|
8,107
|
|
Exercisable as of December 27, 2015
|
|
230
|
|
|
$
|
32.03
|
|
|
4.68
|
|
$
|
7,013
|
|
|
2015
|
|
2014
|
|
2013
|
|
|||||||||
Risk-free interest rate
|
1.4
|
|
%
|
|
1.7
|
|
%
|
|
0.7
|
|
%
|
|
|||
Expected years until exercise
|
4.8
|
|
|
|
5.7
|
|
|
|
4.2
|
|
|
|
|||
Expected stock volatility
|
40.6
|
|
%
|
|
44.6
|
|
%
|
|
44.4
|
|
%
|
|
|||
Dividend yield
|
—
|
|
%
|
|
—
|
|
%
|
|
—
|
|
%
|
|
|||
Weighted average Black-Scholes fair value per share at date of grant
|
$
|
29.71
|
|
|
|
$
|
30.70
|
|
|
|
$
|
15.19
|
|
|
|
Total intrinsic value of options exercised (in thousands)
|
$
|
4,414
|
|
|
|
$
|
3,954
|
|
|
|
$
|
8,263
|
|
|
|
|
|
Restricted Stock Units
|
|||||
|
|
Shares
|
|
Weighted Average Grant-Date Fair Value (per share)
|
|||
Outstanding, December 28, 2014
|
|
101
|
|
|
$
|
49.78
|
|
Awarded
|
|
33
|
|
|
82.52
|
|
|
Forfeited
|
|
(13
|
)
|
|
53.79
|
|
|
Vested
|
|
(46
|
)
|
|
42.82
|
|
|
Outstanding, December 27, 2015
|
|
75
|
|
|
$
|
67.74
|
|
|
|
Q1
(16 weeks) |
|
Q2
(12 weeks) |
|
Q3
(12 weeks) |
|
Q4 (1)
(12 weeks) |
|
2015
(52 weeks) |
||||||||||
Total revenues
|
|
$
|
394,901
|
|
|
$
|
292,979
|
|
|
$
|
283,412
|
|
|
$
|
286,300
|
|
|
$
|
1,257,592
|
|
Income from operations
|
|
$
|
23,845
|
|
|
$
|
16,480
|
|
|
$
|
11,705
|
|
|
$
|
15,015
|
|
|
$
|
67,045
|
|
Net income
|
|
$
|
16,565
|
|
|
$
|
11,166
|
|
|
$
|
8,282
|
|
|
$
|
11,691
|
|
|
$
|
47,704
|
|
Basic earnings per share
|
|
$
|
1.18
|
|
|
$
|
0.79
|
|
|
$
|
0.59
|
|
|
$
|
0.85
|
|
|
$
|
3.40
|
|
Diluted earnings per share
|
|
$
|
1.16
|
|
|
$
|
0.78
|
|
|
$
|
0.58
|
|
|
$
|
0.84
|
|
|
$
|
3.36
|
|
|
|
Q1
(16 weeks) |
|
Q2
(12 weeks) |
|
Q3
(12 weeks) |
|
Q4 (2) (12 weeks)
|
|
2014
(52 weeks) |
||||||||||
Total revenues
|
|
$
|
340,484
|
|
|
$
|
256,133
|
|
|
$
|
267,376
|
|
|
$
|
282,109
|
|
|
$
|
1,146,102
|
|
Income from operations
|
|
$
|
17,042
|
|
|
$
|
13,466
|
|
|
$
|
9,226
|
|
|
$
|
4,950
|
|
|
$
|
44,684
|
|
Net income
|
|
$
|
11,944
|
|
|
$
|
9,470
|
|
|
$
|
7,208
|
|
|
$
|
3,939
|
|
|
$
|
32,561
|
|
Basic earnings per share
|
|
$
|
0.83
|
|
|
$
|
0.66
|
|
|
$
|
0.51
|
|
|
$
|
0.28
|
|
|
$
|
2.29
|
|
Diluted earnings per share
|
|
$
|
0.82
|
|
|
$
|
0.65
|
|
|
$
|
0.50
|
|
|
$
|
0.28
|
|
|
$
|
2.25
|
|
(1)
|
During the fourth quarter of 2015, it was determined that
two
Company-owned restaurants were impaired. The Company recognized a pre-tax non-cash impairment charge of
$0.6 million
for these restaurants.
|
(2)
|
During the fourth quarter of 2014, it was determined that
three
Company-owned restaurants and certain software in development related to the supply chain and human resource management modules of Company’s ERP system were impaired. The Company recognized a pre-tax non-cash impairment charge of
$8.8 million
for these restaurants and software.
|
•
|
Recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and
|
•
|
Accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
|
•
|
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;
|
•
|
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and the receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and
|
•
|
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use or disposition of the company
’
s assets that could have a material effect on the financial statements.
|
(a)
|
Exhibits and Financial Statement Schedules
|
(1)
|
Our Consolidated Financial Statements and Notes thereto are included in Item 8 of this Annual Report on Form 10-K. See “Index to Financial Statements and Supplementary Data-Red Robin Gourmet Burgers, Inc. - Index” for more detail.
|
(2)
|
All financial schedules have been omitted either because they are not applicable or because the required information is provided in our Consolidated Financial Statements and Notes thereto, included in Item 8 of this Annual Report on Form 10-K.
|
(3)
|
Index to Exhibits
|
Exhibit
Number
|
|
Description
|
(3.1)
|
|
Restated Certificate of Incorporation of Red Robin Gourmet Burgers, Inc., dated as of May 28, 2015. Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on May 29, 2015.
|
|
|
|
(3.2)
|
|
Fourth Amended and Restated Bylaws dated May 24, 2012. Incorporated by reference to Exhibit 3.2 to our Quarterly Report on Form 10-Q filed on August 10, 2012.
|
|
|
|
(3.3)
|
|
Amendment No. 1 dated February 13, 2013 to Fourth Amended and Restated Bylaws dated May 24, 2012. Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on February 19, 2013.
|
|
|
|
(4.1)
|
|
Specimen stock certificate. Incorporated by reference to Exhibit 4.1 to Amendment No. 1 of our Registration Statement on Form S-1 filed on June 10, 2002 (Registration No. 333-87044).
|
|
|
|
(10.1)*
|
|
Red Robin Gourmet Burgers, Inc. 2004 Performance Incentive Plan. Incorporated by reference to Exhibit 10.17 to our Annual Report on Form 10-K filed on April 6, 2005.
|
|
|
|
(10.2)*
|
|
Form of Red Robin Gourmet Burgers, Inc. 2004 Performance Incentive Plan Incentive Stock Option Agreement. Incorporated by reference to Exhibit 10.12 to our Quarterly Report on Form 10-Q filed on November 4, 2005.
|
|
|
|
(10.3)*
|
|
Form of Red Robin Gourmet Burgers, Inc. 2004 Performance Incentive Plan Nonqualified Stock Option Agreement. Incorporated by reference to Exhibit 10.11 to our Quarterly Report on Form 10-Q filed on November 4, 2005.
|
|
|
|
(10.4)*
|
|
Red Robin Gourmet Burgers, Inc. Second Amended and Restated 2007 Performance Incentive Plan. Incorporated by reference to Appendix A to our Definitive Proxy Statement filed on April 21, 2011.
|
|
|
|
(10.5)*
|
|
Form of Red Robin Gourmet Burgers, Inc. 2007 Performance Incentive Plan Nonqualified Stock Option Agreement. Incorporated by reference to Exhibit 10.7 to our Annual Report on Form 10-K filed on February 23, 2012.
|
|
|
|
(10.6)*
|
|
Form of Red Robin Gourmet Burgers, Inc. 2007 Performance Incentive Plan Restricted Stock Award Agreement. Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on May 22, 2009.
|
|
|
|
(10.7)*
|
|
Form of Red Robin Gourmet Burgers, Inc. 2007 Performance Incentive Plan Restricted Stock Unit Award Agreement. Incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q filed on May 22, 2009.
|
|
|
|
(10.8)*
|
|
Form of Red Robin Gourmet Burgers, Inc. 2007 Performance Incentive Plan Performance-Based Restricted Stock Unit Grant Agreement. Incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q filed on May 21, 2010.
|
|
|
|
(10.9)*
|
|
Form of Red Robin Gourmet Burgers, Inc. Restricted Stock Unit Grant Agreement for Non-Employee Directors. Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on August 13, 2010.
|
|
|
|
Exhibit
Number
|
|
Description
|
(10.10)*
|
|
Form of Red Robin Gourmet Burgers, Inc. 2007 Performance Incentive Plan Outside Director Stock Option Agreement. Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on May 21, 2010.
|
|
|
|
10.11*
|
|
Form of Red Robin Gourmet Burgers, Inc. Cash Incentive Plan Performance Based Cash Award Agreement.
|
|
|
|
(10.31)*
|
|
Form of Red Robin Gourmet Burgers, Inc. Second Amended and Restated 2007 Performance Incentive Plan Nonqualified Stock Option Agreement. Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K file on May 23, 2014.
|
|
|
|
(10.32)*
|
|
Form of Red Robin Gourmet Burgers, Inc. Second Amended and Restated 2007 Performance Incentive Plan Restricted Stock Unit Grant Agreement. Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K file on May 23, 2014.
|
|
|
|
(10.12)*
|
|
Red Robin Gourmet Burgers, Inc. Employee Stock Purchase Plan. Incorporated by reference to Exhibit 10.5 to Amendment No. 4 of our Registration Statement on Form S-1 filed on July 17, 2002 (Registration No. 333-87044).
|
|
|
|
(10.13)*
|
|
First Amendment to Red Robin Gourmet Burgers, Inc. Employee Stock Purchase Plan dated August 4, 2009. Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on August 7, 2009.
|
|
|
|
(10.14)*
|
|
Second Amendment to Red Robin Gourmet Burgers, Inc. Employee Stock Purchase Plan dated December 21, 2009. Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on December 24, 2009.
|
|
|
|
(10.15)*
|
|
Red Robin Gourmet Burgers, Inc. Deferred Compensation Plan, dated January 1, 2003. Incorporated by reference to Exhibit 10.28 to our Annual Report on Form 10-K filed on March 12, 2004.
|
|
|
|
10.16*
|
|
Red Robin Gourmet Burgers, Inc. Deferred Compensation Plan As Amended and Restated on December 15, 2015.
|
|
|
|
(10.17)
|
|
Form of Indemnification Agreement entered into by and between Red Robin Gourmet Burgers, Inc. and each of our directors and certain executive officers. Incorporated by reference to Exhibit 10.20 to Amendment No. 3 of our Registration Statement on Form S-1 filed on July 12, 2002 (Registration No. 333-87044).
|
|
|
|
(10.19)*
|
|
Form of Change in Control Agreement between Red Robin Gourmet Burgers, Inc. and certain executive officers dated March 10, 2008. Incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed on March 14, 2008.
|
|
|
|
(10.20)*
|
|
Employment Agreement by and between Red Robin Gourmet Burgers, Inc. and Stephen E. Carley, dated August 11, 2010. Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on August 12, 2010.
|
|
|
|
(10.21)*
|
|
Employment Agreement by and between Red Robin Gourmet Burgers, Inc. and Denny Marie Post, dated August 1, 2011. Incorporated by reference to Exhibit 10.3 to the Company
’
s Quarterly Report on Form 10-Q filed on August 12, 2011.
|
|
|
|
(10.22)*
|
|
Employment Agreement by and between Red Robin Gourmet Burgers, Inc. and Stuart B. Brown, dated August 10, 2011. Incorporated by reference to Exhibit 10.2 to the Company
’
s Quarterly Report on Form 10-Q filed on November 4, 2011.
|
|
|
|
(10.23)*
|
|
Employment Agreement by and between Red Robin Gourmet Burgers, Inc. and Michael L. Kaplan, dated September 30, 2013. Incorporated by reference to Exhibit 10.1 to our Quarterly Report on form 10-Q filed on November 8, 2013.
|
|
|
|
(10.24)
|
|
Credit Agreement, dated December 14, 2012. Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on December 17, 2012.
|
|
|
|
(10.25)
|
|
Security Agreement, dated December 14, 2012. Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on December 17, 2012.
|
|
|
|
(10.26)*
|
|
Severance Agreement by and among Red Robin Gourmet Burgers, Inc., Red Robin International, Inc., and Eric C. Houseman dated July 25, 2014. Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 29, 2014.
|
|
|
|
Exhibit
Number
|
|
Description
|
(10.27)*
|
|
Consulting Agreement by and between Red Robin Gourmet Burgers, Inc., and Todd A. Brighton dated August 8, 2014. Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 12, 2014.
|
|
|
|
(10.28)
|
|
Credit Agreement, dated July 2, 2014. Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on July 10, 2014.
|
|
|
|
(10.29)
|
|
First Amendment to Credit Agreement, dated as of December 21, 2015. Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on December 23, 2015.
|
|
|
|
(10.30)
|
|
Security Agreement, dated July 2, 2014. Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on July 10, 2014.
|
|
|
|
(10.34)*
|
|
Red Robin Gourmet Burgers, Inc. Cash Incentive Plan, effective as of May 28, 2015. Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on May 29, 2015.
|
|
|
|
(21.1)
|
|
List of Subsidiaries. Incorporated by reference to Exhibit 21.1 to our Annual Report on Form 10-K filed on February 25, 2010.
|
|
|
|
23.1
|
|
Consent of KPMG LLP, Independent Registered Public Accounting Firm.
|
|
|
|
23.2
|
|
Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.
|
|
|
|
31.1
|
|
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.
|
|
|
|
31.2
|
|
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.
|
|
|
|
32.1
|
|
Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer.
|
Exhibit
Number
|
|
Description
|
|
101
|
|
|
The following financial information from the Annual Report on Form 10-K of Red Robin Gourmet Burgers, Inc. for the year ended December 27, 2015, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets at December 27, 2015 and December 28, 2014; (ii) Consolidated Statements of Income for the years ended December 28, 2014, December 29, 2013, and December 29, 2013; (iii) Consolidated Statements of Stockholders
’
Equity for the years ended December 27, 2015, December 28, 2014, and December 29, 2013; (iv) Consolidated Statements of Cash Flows for the years ended December 27, 2015, December 28, 2014, and December 29, 2013; and (v) the Notes to Consolidated Financial Statements.
|
( )
|
Exhibits previously filed in the Company’s periodic filings as specifically noted.
|
*
|
Executive compensation plans and arrangements.
|
|
|
RED ROBIN GOURMET BURGERS, INC.
(Registrant)
|
||
February 19, 2016
|
|
By:
|
|
/s/ STEPHEN E. CARLEY
|
(Date)
|
|
|
|
Stephen E. Carley
(Chief Executive Officer)
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ STEPHEN E. CARLEY
|
|
Chief Executive Officer (Principal Executive Officer and Director)
|
|
February 19, 2016
|
Stephen E. Carley
|
|
|
||
|
|
|
|
|
/s/ STUART B. BROWN
|
|
Chief Financial Officer (Principal Financial Officer)
|
|
February 19, 2016
|
Stuart B. Brown
|
|
|
||
|
|
|
|
|
/s/ TERRY D. HARRYMAN
|
|
Chief Accounting Officer (Principal Accounting Officer)
|
|
February 19, 2016
|
Terry D. Harryman
|
|
|
||
|
|
|
|
|
/s/ PATTYE L. MOORE
|
|
Chairperson of the Board
|
|
February 19, 2016
|
Pattye L. Moore
|
|
|
||
|
|
|
|
|
/s/ ROBERT B. AIKEN
|
|
Director
|
|
February 19, 2016
|
Robert B. Aiken
|
|
|
||
|
|
|
|
|
/s/ CAMMIE W. DUNAWAY
|
|
Director
|
|
February 19, 2016
|
Cammie W. Dunaway
|
|
|
||
|
|
|
|
|
/s/ LLOYD L. HILL
|
|
Director
|
|
February 19, 2016
|
Lloyd L. Hill
|
|
|
||
|
|
|
|
|
/s/ RICHARD J. HOWELL
|
|
Director
|
|
February 19, 2016
|
Richard J. Howell
|
|
|
||
|
|
|
|
|
/s/ GLENN B. KAUFMAN
|
|
Director
|
|
February 19, 2016
|
Glenn B. Kaufman
|
|
|
||
|
|
|
|
|
/s/ STUART I. ORAN
|
|
Director
|
|
February 19, 2016
|
Stuart I. Oran
|
|
|
Cumulative EBITDA
Amount earned in respect of this metric shall equal:
(Target Award * 1/2 * EBIDTA % Payout)
|
Average Return on Invested Capital
Amount earned in respect of this metric shall equal:
(Target Award * 1/2 * ROIC % Payout)
|
||||
|
Cumulative EBITDA for the Performance Period as a Percentage of Target
|
EBITDA % Payout *
|
|
Average Return on Invested Capital for the Performance Period as a Percentage of Target
|
ROIC % Payout *
|
Threshold
|
|
|
Threshold
|
|
|
Target
|
|
|
Target
|
|
|
Maximum
|
|
|
Maximum
|
|
|
1.
|
I have reviewed this
2015
Annual Report on Form 10-K of Red Robin Gourmet Burgers, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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February 19, 2016
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/s/ STEPHEN E. CARLEY
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(Date)
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Stephen E. Carley
Chief Executive Officer
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1.
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I have reviewed this
2015
Annual Report on Form 10-K of Red Robin Gourmet Burgers, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
February 19, 2016
|
|
/s/ STUART B. BROWN
|
(Date)
|
|
Stuart B. Brown
Chief Financial Officer
|
(a)
|
the Annual Report on Form 10-K for the period ended
December 27, 2015
of the Company (the "Periodic Report") fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and
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(b)
|
the information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Dated:
|
February 19, 2016
|
|
/s/ STEPHEN E. CARLEY
|
|
|
|
Stephen E. Carley
Chief Executive Officer
|
|
|
|
|
Dated:
|
February 19, 2016
|
|
/s/ STUART B. BROWN
|
|
|
|
Stuart B. Brown
Chief Financial Officer
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