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ý
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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
o
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Accelerated filer
ý
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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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Building team member engagement.
We emphasize and support team member engagement, retention, and culture that will foster the development of great leaders. Our goal is to enhance clarity with our team members by consistently communicating our strategy and ensuring we remain narrowly focused on our strategic initiatives. We continually strive to develop extraordinary people and encourage team member performance through appreciation, recognition, and respect. In an effort to continue to develop leadership strength, we are focused on expanding our school of leadership, executing dynamic succession planning, and innovative recruiting and talent development. See “Learning and Development” below for additional information about our team member development initiatives.
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•
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Regaining operational edge.
Our strategy in regaining operational edge includes delivering consistently great burgers, accurately customized, and served quickly by our caring team members. Our goal is to deliver exceptional service to our guests through promoting a “Better for Being Here” environment and continually strive to enhance our guest’s dining experience with a focus on guests of all ages and their occasions. We respect our guests’ need for the “gift of time” and remain committed to improving both speed of service and order accuracy.
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•
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Becoming our guests’ go-to for great burgers.
We continue to focus on being our guests’ go-to for great burgers by offering craveable burgers and “bottomless” side options at attractive prices wherever and however our guests want. We plan to enhance value through a balance of quality, quantity, price, and experience. This includes providing high quality core menu items, delivering value through new products and abundance, and enhancing loyalty offerings to
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•
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Delivering great shareholder value.
We are committed to delivering shareholder value by improving profitability and investing capital wisely. Our goal is to optimize our capital structure, pace development activities, and improve our EBITDA margin through revenue growth and targeted cost savings.
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Name
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Age
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Position
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Denny Marie Post
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59
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Chief Executive Officer
(1)
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Guy J. Constant
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52
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Executive Vice President and Chief Financial Officer
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Carin L. Stutz
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60
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Executive Vice President and Chief Operating Officer
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Cathy Cooney
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65
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Senior Vice President and Chief People Officer
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Michael Furlow
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59
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Senior Vice President and Chief Information Officer
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Les L. Lehner
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45
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Senior Vice President of Real Estate and Development
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Michael L. Kaplan
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48
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Senior Vice President, Secretary and Chief Legal Officer
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Jonathan Muhtar
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45
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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 guest engagement; expanding our restaurant base; and designing, testing, and implementing restaurant development activities;
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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 and other regulation of our business, 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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developing, testing, and implementing new initiatives, such as online ordering services, third-party delivery services, utilizing an offsite call center to handle to-go orders, developing new to-go packaging, and catering services, and addressing operating issues associated with these initiatives;
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•
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the amount of capital expenditures in 2017;
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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 2017 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 fund growth opportunities, 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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the ability to fulfill planned expansions, including both new and existing markets;
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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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•
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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 Dollar Value that May Yet Be Purchased
Under the Plans or Programs
(2)
(in thousands)
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||||||
10/3/16-10/30/16
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179,117
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$
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45.02
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803,075
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$
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60,417
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10/31/16-11/27/16
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136,959
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$
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47.42
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940,034
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$
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53,922
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Pursuant to Publicly Announced Plans or Programs
(2)
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316,076
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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, 2016, the Company’s board of directors re-authorized the Company’s share repurchase program and approved the repurchase of up to $100 million of the Company’s common stock. The share repurchase authorization became effective on February 11, 2016, and will terminate upon completing the repurchase of $100 million of common stock unless otherwise terminated by the board. Purchases under the repurchase program may be made in open market or privately negotiated transactions. Purchases may be made from time to time at the Company’s
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Fiscal Years Ended
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|||||||||||||||||
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December 25, 2011
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December 30, 2012
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December 29, 2013
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December 28, 2014
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December 27, 2015
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December 25, 2016
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|||||||
Red Robin Gourmet Burgers, Inc.
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$
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100.00
|
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116.27
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259.79
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263.97
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213.61
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194.99
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Russell 3000
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100.00
|
|
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113.04
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|
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152.05
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|
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173.13
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|
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172.22
|
|
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193.33
|
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Bloomberg Casual Restaurants
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100.00
|
|
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111.68
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|
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165.57
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184.53
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154.13
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145.45
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*
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$100 invested on December 23, 2011 in stock or index, including reinvestment of dividends based on calendar years ending December 31 for purposes of comparability.
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Fiscal Year Ended
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||||||||||||||||||
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December 25, 2016
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December 27, 2015
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December 28, 2014
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December 29, 2013
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December 30, 2012
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||||||||||
(in thousands, except per share data)
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(52 Weeks)
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(52 Weeks)
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(52 Weeks)
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(52 Weeks)
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(53 Weeks)
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||||||||||
Statement of Income Data:
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Revenue:
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||||||||||
Restaurant revenue
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$
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1,280,669
|
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$
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1,238,898
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$
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1,129,135
|
|
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$
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1,000,198
|
|
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$
|
960,994
|
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Total revenues
|
|
1,296,441
|
|
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1,257,592
|
|
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1,146,102
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1,017,247
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977,132
|
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|||||
Total costs and expenses
(1)(2)(3)(4)
|
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1,284,871
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1,190,547
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1,101,418
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973,433
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|
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931,923
|
|
|||||
Income from operations
|
|
11,570
|
|
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67,045
|
|
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44,684
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|
|
43,814
|
|
|
45,209
|
|
|||||
Net income
|
|
11,725
|
|
|
47,704
|
|
|
32,561
|
|
|
32,239
|
|
|
28,331
|
|
|||||
Earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
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|||||||
Basic
|
|
$
|
0.88
|
|
|
$
|
3.40
|
|
|
$
|
2.29
|
|
|
$
|
2.27
|
|
|
$
|
1.97
|
|
Diluted
|
|
$
|
0.87
|
|
|
$
|
3.36
|
|
|
$
|
2.25
|
|
|
$
|
2.22
|
|
|
$
|
1.93
|
|
Shares used in computing earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Basic
|
|
13,332
|
|
|
14,042
|
|
|
14,237
|
|
|
14,225
|
|
|
14,411
|
|
|||||
Diluted
|
|
13,462
|
|
|
14,216
|
|
|
14,447
|
|
|
14,510
|
|
|
14,669
|
|
|||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Cash and cash equivalents
|
|
$
|
11,732
|
|
|
$
|
22,705
|
|
|
$
|
22,408
|
|
|
$
|
17,108
|
|
|
$
|
22,440
|
|
Total assets
|
|
918,545
|
|
|
839,979
|
|
|
735,889
|
|
|
634,645
|
|
|
597,132
|
|
|||||
Long-term debt, including current portion
|
|
347,838
|
|
|
210,847
|
|
|
147,896
|
|
|
88,714
|
|
|
134,995
|
|
|||||
Total stockholders’ equity
|
|
348,053
|
|
|
374,311
|
|
|
359,771
|
|
|
347,403
|
|
|
306,919
|
|
|||||
Cash Flow Data:
|
|
|
|
|
|
|
|
|
|
|
|
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|
|||||||
Net cash provided by operating activities
|
|
$
|
98,957
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|
|
$
|
140,923
|
|
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$
|
123,581
|
|
|
$
|
113,529
|
|
|
$
|
94,379
|
|
Net cash used in investing activities
|
|
(199,379
|
)
|
|
(169,111
|
)
|
|
(155,278
|
)
|
|
(78,231
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)
|
|
(63,305
|
)
|
|||||
Net cash provided by (used in) financing activities
|
|
89,333
|
|
|
28,767
|
|
|
37,051
|
|
|
(40,630
|
)
|
|
(43,670
|
)
|
|||||
Selected Operating Data:
|
|
|
|
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|||||||
Net sales per square foot in Company-owned restaurants
|
|
$
|
449
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|
$
|
466
|
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|
$
|
462
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|
|
$
|
451
|
|
|
$
|
449
|
|
Total operating weeks
(5)
|
|
23,799
|
|
|
22,006
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|
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20,070
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|
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18,012
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|
|
17,607
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|
|||||
Company-owned restaurants open at end of period
|
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465
|
|
|
439
|
|
|
415
|
|
|
361
|
|
|
339
|
|
|||||
Franchised restaurants open at end of period
|
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86
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|
|
99
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|
|
99
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|
|
134
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|
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133
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|
|||||
Comparable restaurant net sales increase (decrease)
(6)(7)
|
|
(3.3
|
)%
|
|
2.1
|
%
|
|
3.1
|
%
|
|
4.0
|
%
|
|
1.1
|
%
|
(1)
|
2016 includes pre-tax non-cash asset impairment charges of
$24.4 million
related to the impairment of
19
restaurants and
$0.8 million
related to the relocation of a restaurant. 2016 also includes pre-tax costs of
$6.7 million
related to the closure of
nine
Red Robin Burger Works restaurants and
$0.7 million
related to acquiring 13 franchised restaurants.
|
(2)
|
2015 includes pre-tax non-cash asset impairment charges of
$0.6 million
related to the impairment of
two
restaurants.
|
(3)
|
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.
|
(4)
|
2013 includes pre-tax non-cash asset impairment charges of $1.5 million related to the impairment of four 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—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.
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•
|
Financial Performance.
|
◦
|
Restaurant revenue increased
$41.8 million
, or
3.4%
, to
$1.3 billion
for the 52 weeks ended
December 25, 2016
as compared to
$1.2 billion
for the 52 weeks ended
December 27, 2015
, primarily due to a
$86.9 million
increase in revenue from newly opened and acquired restaurants, partially offset by a
$38.9 million
decrease in comparable restaurant revenue,
$4.5 million
from closed restaurants, and a
$1.7 million
unfavorable foreign exchange impact related to our Canadian restaurants. We expect total revenues to grow between 6% and 8% in 2017, comprising comparable revenue growth of 0.5% to 1.5% and increased operating weeks associated with locations opened in 2016 and 2017, as well as the 53rd week in 2017.
|
◦
|
Restaurant operating costs, as a percentage of restaurant revenue, increased 190 basis points to
79.6%
in
2016
compared to
77.7%
in
2015
. The increase was primarily due to higher labor costs, other restaurant operating costs, and occupancy, as a percentage of restaurant revenue, and was partially offset by a reduction in food and beverage costs.
|
◦
|
Net income decreased to
$11.7 million
in
2016
from
$47.7 million
in
2015
. Diluted earnings per share decreased to
$0.87
as compared to
$3.36
in fiscal year
2015
. Excluding the impact of a $1.65 per diluted share related to asset impairment and restaurant closure costs, $0.20 per diluted share related to litigation contingencies, and $0.06 per diluted share related to reorganization costs, net income per diluted share in 2016 was $2.78. 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.
|
◦
|
We purchased
$46.1 million
of common stock in
2016
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 concentrated on generating significant reach and frequency while on-air. In addition, we use digital, social, and earned media to target and more effectively reach specific segments of our guest base. In 2017, 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
2016
, we remodeled
84
Red Robin restaurants to our new brand standards and have substantially completed the transformation process for Company-owned restaurants. Our franchisees are currently working to conform their restaurants to these new design standards through 2018.
|
•
|
Restaurant Development.
During
2016
, we opened
26
Company-owned Red Robin restaurants, acquired
13
Red Robin restaurants from a franchisee, and relocated
two
Red Robin restaurants. In 2017, we plan to open approximately 17 new Company-owned Red Robin restaurants.
|
|
|
2016
|
|
2015
|
|
2014
|
|||
Company-owned:
|
|
|
|
|
|
|
|||
Beginning of period
|
|
439
|
|
|
415
|
|
|
361
|
|
Opened during the period
|
|
26
|
|
|
24
|
|
|
22
|
|
Acquired from franchisee
|
|
13
|
|
|
1
|
|
|
36
|
|
Closed during the period
|
|
(13
|
)
|
|
(1
|
)
|
|
(4
|
)
|
End of period
|
|
465
|
|
|
439
|
|
|
415
|
|
Franchised:
|
|
|
|
|
|
|
|||
Beginning of period
|
|
99
|
|
|
99
|
|
|
134
|
|
Opened during the period
|
|
—
|
|
|
1
|
|
|
2
|
|
Sold or closed during the period
|
|
(13
|
)
|
|
(1
|
)
|
|
(37
|
)
|
End of period
|
|
86
|
|
|
99
|
|
|
99
|
|
Total number of restaurants
|
|
551
|
|
|
538
|
|
|
514
|
|
|
|
2016
|
|
2015
|
|
2014
|
|||
|
|
(52 Weeks)
|
|
(52 Weeks)
|
|
(52 Weeks)
|
|||
Revenues:
|
|
|
|
|
|
|
|||
Restaurant
|
|
98.8
|
%
|
|
98.5
|
%
|
|
98.5
|
%
|
Franchise royalties and fees
|
|
0.9
|
|
|
1.0
|
|
|
1.2
|
|
Other revenue
|
|
0.3
|
|
|
0.5
|
|
|
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
|
|
23.3
|
|
|
24.6
|
|
|
25.4
|
|
Labor
|
|
34.3
|
|
|
32.6
|
|
|
33.0
|
|
Other operating
|
|
13.6
|
|
|
12.4
|
|
|
12.5
|
|
Occupancy
|
|
8.4
|
|
|
8.1
|
|
|
7.7
|
|
Total restaurant operating costs
|
|
79.6
|
|
|
77.7
|
|
|
78.6
|
|
Depreciation and amortization
|
|
6.7
|
|
|
6.2
|
|
|
5.6
|
|
Selling, general, and administrative
|
|
10.5
|
|
|
11.4
|
|
|
11.5
|
|
Pre-opening costs
|
|
0.6
|
|
|
0.6
|
|
|
0.7
|
|
Asset impairment and restaurant closure costs
|
|
2.7
|
|
|
—
|
|
|
0.8
|
|
Income from operations
|
|
0.9
|
|
|
5.3
|
|
|
3.9
|
|
Other (income) expense:
|
|
|
|
|
|
|
|||
Interest expense
|
|
0.5
|
|
|
0.3
|
|
|
0.3
|
|
Interest income and other, net
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
Total other expenses
|
|
0.5
|
|
|
0.3
|
|
|
0.2
|
|
Income before income taxes
|
|
0.4
|
|
|
5.0
|
|
|
3.7
|
|
(Benefit) provision for income taxes
|
|
(0.5
|
)
|
|
1.2
|
|
|
0.8
|
|
Net income
|
|
0.9
|
%
|
|
3.8
|
%
|
|
2.8
|
%
|
(Revenues in thousands)
|
|
2016
|
|
2015
|
|
2016 - 2015 Percent Change
|
|
2014
|
|
2015 - 2014 Percent Change
|
||||||||
Restaurant revenue
|
|
$
|
1,280,669
|
|
|
$
|
1,238,898
|
|
|
3.4
|
%
|
|
$
|
1,129,135
|
|
|
9.7
|
%
|
Franchise royalties and fees
|
|
11,209
|
|
|
12,526
|
|
|
(10.5
|
)%
|
|
13,637
|
|
|
(8.1
|
)%
|
|||
Other revenue
|
|
4,563
|
|
|
6,168
|
|
|
(26.0
|
)%
|
|
3,330
|
|
|
85.2
|
%
|
|||
Total revenues
|
|
$
|
1,296,441
|
|
|
$
|
1,257,592
|
|
|
3.1
|
%
|
|
$
|
1,146,102
|
|
|
9.7
|
%
|
Average weekly net sales volumes in Company-owned restaurants
(1)(2)
|
|
$
|
54,681
|
|
|
$
|
57,242
|
|
|
(4.5
|
)%
|
|
$
|
56,652
|
|
|
1.0
|
%
|
Total operating weeks
|
|
23,799
|
|
|
22,006
|
|
|
8.1
|
%
|
|
20,070
|
|
|
9.6
|
%
|
|||
Net sales per square foot
|
|
$
|
449
|
|
|
$
|
466
|
|
|
(3.6
|
)%
|
|
$
|
462
|
|
|
0.9
|
%
|
(1)
|
Excludes Red Robin Burger Works.
|
(2)
|
Calculated using historical currency rates. Using constant currency rates, the average weekly sales per unit for 2015 for Company-owned restaurants was $57,161. The Company calculates non-GAAP constant currency average weekly sales per unit by translating prior year local currency average weekly sales per unit to U.S. dollars based on current year average exchange rates.
|
(In thousands, except percentages)
|
|
2016
|
|
2015
|
|
2016 - 2015 Percent Change
|
|
2014
|
|
2015 - 2014 Percent Change
|
||||||||
Cost of sales
|
|
$
|
298,249
|
|
|
$
|
304,637
|
|
|
(2.1
|
)%
|
|
$
|
287,221
|
|
|
6.1
|
%
|
As a percent of restaurant revenue
|
|
23.3
|
%
|
|
24.6
|
%
|
|
(1.3
|
)%
|
|
25.4
|
%
|
|
(0.8
|
)%
|
(In thousands, except percentages)
|
|
2016
|
|
2015
|
|
2016 - 2015 Percent Change
|
|
2014
|
|
2015 - 2014 Percent Change
|
||||||||
Labor
|
|
$
|
439,232
|
|
|
$
|
403,517
|
|
|
8.9
|
%
|
|
$
|
372,657
|
|
|
8.3
|
%
|
As a percent of restaurant revenue
|
|
34.3
|
%
|
|
32.6
|
%
|
|
1.7
|
%
|
|
33.0
|
%
|
|
(0.4
|
)%
|
(In thousands, except percentages)
|
|
2016
|
|
2015
|
|
2016 - 2015 Percent Change
|
|
2014
|
|
2015 - 2014 Percent Change
|
||||||||
Other operating
|
|
$
|
173,977
|
|
|
$
|
154,344
|
|
|
12.7
|
%
|
|
$
|
140,972
|
|
|
9.5
|
%
|
As a percent of restaurant revenue
|
|
13.6
|
%
|
|
12.4
|
%
|
|
1.2
|
%
|
|
12.5
|
%
|
|
(0.1
|
)%
|
(In thousands, except percentages)
|
|
2016
|
|
2015
|
|
2016 - 2015 Percent Change
|
|
2014
|
|
2015 - 2014 Percent Change
|
||||||||
Occupancy
|
|
$
|
107,408
|
|
|
$
|
100,007
|
|
|
7.4
|
%
|
|
$
|
86,734
|
|
|
15.3
|
%
|
As a percent of restaurant revenue
|
|
8.4
|
%
|
|
8.1
|
%
|
|
0.3
|
%
|
|
7.7
|
%
|
|
0.4
|
%
|
(In thousands, except percentages)
|
|
2016
|
|
2015
|
|
2016 - 2015 Percent Change
|
|
2014
|
|
2015 - 2014 Percent Change
|
||||||||
Depreciation and amortization
|
|
$
|
86,695
|
|
|
$
|
77,374
|
|
|
12.0
|
%
|
|
$
|
64,579
|
|
|
19.8
|
%
|
As a percent of total revenues
|
|
6.7
|
%
|
|
6.2
|
%
|
|
0.5
|
%
|
|
5.6
|
%
|
|
0.6
|
%
|
(In thousands, except percentages)
|
|
2016
|
|
2015
|
|
2016 - 2015 Percent Change
|
|
2014
|
|
2015 - 2014 Percent Change
|
||||||||
Selling, general, and administrative
|
|
$
|
136,859
|
|
|
$
|
143,079
|
|
|
(4.3
|
)%
|
|
$
|
132,158
|
|
|
8.3
|
%
|
As a percent of total revenues
|
|
10.5
|
%
|
|
11.4
|
%
|
|
(0.9
|
)%
|
|
11.5
|
%
|
|
(0.1
|
)%
|
(In thousands, except percentages and restaurant openings)
|
|
2016
|
|
2015
|
|
2016 - 2015 Percent Change
|
|
2014
|
|
2015 - 2014 Percent Change
|
||||||||
Pre-opening and acquisition costs
(1)(2)
|
|
$
|
8,025
|
|
|
$
|
7,008
|
|
|
14.5
|
%
|
|
$
|
8,264
|
|
|
(15.2
|
)%
|
As a percent of total revenues
|
|
0.6
|
%
|
|
0.6
|
%
|
|
—
|
%
|
|
0.7
|
%
|
|
(0.1
|
)%
|
|||
Number of restaurants opened during year
|
|
26
|
|
|
24
|
|
|
8.3
|
%
|
|
22
|
|
|
9.1
|
%
|
|||
Average per restaurant pre-opening costs
|
|
$
|
281
|
|
|
$
|
292
|
|
|
(3.8
|
)%
|
|
$
|
295
|
|
|
(1.0
|
)%
|
(1)
|
Acquisition costs in 2016 related to the acquisition of 13 Red Robin franchised restaurants in the United States totaled
$0.7 million
.
|
(2)
|
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
.
|
•
|
$99.0 million
of cash provided by operating activities;
|
•
|
$132.9 million
additional net borrowings from our credit facility and payments on capital leases;
|
•
|
$203.7 million
used for the construction of new restaurants, expenditures for facility improvements, acquisition of franchised restaurants, and investments in information technology;
|
•
|
$46.1 million
used for the repurchase of the Company’s common stock; and
|
•
|
$3.6 million
in proceeds and the related tax benefit from stock option exercises and purchases of common stock through the employee stock purchase plan.
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net cash provided by operating activities
|
|
$
|
98,957
|
|
|
$
|
140,923
|
|
|
$
|
123,581
|
|
Net cash used in investing activities
|
|
(199,379
|
)
|
|
(169,111
|
)
|
|
(155,278
|
)
|
|||
Net cash provided by financing activities
|
|
89,333
|
|
|
28,767
|
|
|
37,051
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
|
116
|
|
|
(282
|
)
|
|
(54
|
)
|
|||
Net (decrease) increase in cash and cash equivalents
|
|
$
|
(10,973
|
)
|
|
$
|
297
|
|
|
$
|
5,300
|
|
|
Year Ended December 25, 2016
|
||
New restaurants
|
$
|
63,177
|
|
Restaurant remodels
|
55,561
|
|
|
Acquisition of franchised restaurants
|
39,966
|
|
|
Investment in technology infrastructure and other
|
25,582
|
|
|
Restaurant maintenance capital
|
19,447
|
|
|
Total capital expenditures
|
$
|
203,733
|
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
|
Total
|
|
2017
|
|
2018 - 2019
|
|
2020 - 2021
|
|
2022 and
Thereafter |
||||||||||
Long-term debt obligations
(1)
|
|
$
|
375,631
|
|
|
$
|
13,219
|
|
|
$
|
17,403
|
|
|
$
|
344,069
|
|
|
$
|
940
|
|
Capital lease obligations
(2)
|
|
15,620
|
|
|
1,183
|
|
|
2,366
|
|
|
2,436
|
|
|
9,635
|
|
|||||
Operating lease obligations
(3)
|
|
558,331
|
|
|
73,496
|
|
|
136,800
|
|
|
115,982
|
|
|
232,053
|
|
|||||
Purchase obligations
(4)
|
|
142,588
|
|
|
101,265
|
|
|
28,954
|
|
|
12,369
|
|
|
—
|
|
|||||
Other non-current liabilities
(5)
|
|
9,334
|
|
|
1,341
|
|
|
1,655
|
|
|
1,499
|
|
|
4,839
|
|
|||||
Total contractual obligations
|
|
$
|
1,101,504
|
|
|
$
|
190,504
|
|
|
$
|
187,178
|
|
|
$
|
476,355
|
|
|
$
|
247,467
|
|
(1)
|
Long-term debt obligations primarily represent minimum required principal payments under our credit agreement including estimated interest of
$39.0 million
based on a
2.65%
average borrowing interest rate.
|
(2)
|
Capital lease obligations include interest of
$4.2 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 25, 2016
|
|
December 27, 2015
|
||||
Assets:
|
|
|
|
|
||||
Current Assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
11,732
|
|
|
$
|
22,705
|
|
Accounts receivable, net
|
|
24,166
|
|
|
27,760
|
|
||
Inventories
|
|
29,899
|
|
|
28,223
|
|
||
Prepaid expenses and other current assets
|
|
27,049
|
|
|
18,052
|
|
||
Total current assets
|
|
92,846
|
|
|
96,740
|
|
||
Property and equipment, net
|
|
656,439
|
|
|
603,686
|
|
||
Goodwill
|
|
95,935
|
|
|
81,957
|
|
||
Intangible assets, net
|
|
42,270
|
|
|
39,573
|
|
||
Other assets, net
|
|
31,055
|
|
|
18,023
|
|
||
Total assets
|
|
$
|
918,545
|
|
|
$
|
839,979
|
|
Liabilities and Stockholders
’
Equity:
|
|
|
|
|
||||
Current Liabilities:
|
|
|
|
|
||||
Trade accounts payable
|
|
$
|
13,740
|
|
|
$
|
23,392
|
|
Construction related payables
|
|
12,862
|
|
|
28,692
|
|
||
Accrued payroll and payroll-related liabilities
|
|
34,703
|
|
|
47,587
|
|
||
Unearned revenue
|
|
50,199
|
|
|
48,392
|
|
||
Accrued liabilities and other current liabilities
|
|
29,505
|
|
|
29,610
|
|
||
Total current liabilities
|
|
141,009
|
|
|
177,673
|
|
||
Deferred rent
|
|
72,431
|
|
|
66,470
|
|
||
Long-term debt
|
|
336,375
|
|
|
202,875
|
|
||
Long-term portion of capital lease obligations
|
|
10,805
|
|
|
7,441
|
|
||
Other non-current liabilities
|
|
9,872
|
|
|
11,209
|
|
||
Total liabilities
|
|
570,492
|
|
|
465,668
|
|
||
Stockholders
’
Equity:
|
|
|
|
|
||||
Common stock; $0.001 par value: 45,000 shares authorized; 17,851 and 17,851 shares issued; 12,828 and 13,628 shares outstanding
|
|
18
|
|
|
18
|
|
||
Preferred stock, $0.001 par value: 3,000 shares authorized; no shares issued and outstanding
|
|
—
|
|
|
—
|
|
||
Treasury stock 5,023 and 4,223 shares, at cost
|
|
(207,720
|
)
|
|
(167,339
|
)
|
||
Paid-in capital
|
|
208,022
|
|
|
205,995
|
|
||
Accumulated other comprehensive loss, net of tax
|
|
(5,008
|
)
|
|
(5,379
|
)
|
||
Retained earnings
|
|
352,741
|
|
|
341,016
|
|
||
Total stockholders
’
equity
|
|
348,053
|
|
|
374,311
|
|
||
Total liabilities and stockholders
’
equity
|
|
$
|
918,545
|
|
|
$
|
839,979
|
|
|
|
Year Ended
|
||||||||||
|
|
December 25, 2016
|
|
December 27, 2015
|
|
December 28, 2014
|
||||||
Revenues:
|
|
|
|
|
|
|
||||||
Restaurant revenue
|
|
$
|
1,280,669
|
|
|
$
|
1,238,898
|
|
|
$
|
1,129,135
|
|
Franchise royalties and fees
|
|
11,209
|
|
|
12,526
|
|
|
13,637
|
|
|||
Other revenue
|
|
4,563
|
|
|
6,168
|
|
|
3,330
|
|
|||
Total revenues
|
|
1,296,441
|
|
|
1,257,592
|
|
|
1,146,102
|
|
|||
Costs and expenses:
|
|
|
|
|
|
|
||||||
Restaurant operating costs (excluding depreciation and amortization shown separately below):
|
|
|
|
|
|
|
||||||
Cost of sales
|
|
298,249
|
|
|
304,637
|
|
|
287,221
|
|
|||
Labor (includes $181, $115, and $81 of stock-based compensation)
|
|
439,232
|
|
|
403,517
|
|
|
372,657
|
|
|||
Other operating
|
|
173,977
|
|
|
154,344
|
|
|
140,972
|
|
|||
Occupancy
|
|
107,408
|
|
|
100,007
|
|
|
86,734
|
|
|||
Depreciation and amortization
|
|
86,695
|
|
|
77,374
|
|
|
64,579
|
|
|||
Selling, general, and administrative expenses (includes $4,364, $4,609, and $4,089 of stock-based compensation)
|
|
136,859
|
|
|
143,079
|
|
|
132,158
|
|
|||
Pre-opening and acquisition costs
|
|
8,025
|
|
|
7,008
|
|
|
8,264
|
|
|||
Asset impairment and restaurant closure costs
|
|
34,426
|
|
|
581
|
|
|
8,833
|
|
|||
Total costs and expenses
|
|
1,284,871
|
|
|
1,190,547
|
|
|
1,101,418
|
|
|||
Income from operations
|
|
11,570
|
|
|
67,045
|
|
|
44,684
|
|
|||
Other (income) expense:
|
|
|
|
|
|
|
||||||
Interest expense
|
|
7,239
|
|
|
3,680
|
|
|
3,045
|
|
|||
Interest (income) and other, net
|
|
(457
|
)
|
|
129
|
|
|
(220
|
)
|
|||
Total other expenses
|
|
6,782
|
|
|
3,809
|
|
|
2,825
|
|
|||
Income before income taxes
|
|
4,788
|
|
|
63,236
|
|
|
41,859
|
|
|||
(Benefit) provision for income taxes
|
|
(6,937
|
)
|
|
15,532
|
|
|
9,298
|
|
|||
Net income
|
|
$
|
11,725
|
|
|
$
|
47,704
|
|
|
$
|
32,561
|
|
Earnings per share:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
0.88
|
|
|
$
|
3.40
|
|
|
$
|
2.29
|
|
Diluted
|
|
$
|
0.87
|
|
|
$
|
3.36
|
|
|
$
|
2.25
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
||||||
Basic
|
|
13,332
|
|
|
14,042
|
|
|
14,237
|
|
|||
Diluted
|
|
13,462
|
|
|
14,216
|
|
|
14,447
|
|
|
|
Year Ended
|
||||||||||
|
|
December 25, 2016
|
|
December 27, 2015
|
|
December 28, 2014
|
||||||
Net income
|
|
$
|
11,725
|
|
|
$
|
47,704
|
|
|
$
|
32,561
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
||||||
Changes in derivative instruments:
|
|
|
|
|
|
|
||||||
Net change in fair value of interest rate swap
|
|
—
|
|
|
(3
|
)
|
|
(94
|
)
|
|||
Net loss reclassified into interest expense
|
|
—
|
|
|
36
|
|
|
95
|
|
|||
Tax expense
|
|
—
|
|
|
(13
|
)
|
|
—
|
|
|||
Net changes in derivative instruments
|
|
—
|
|
|
20
|
|
|
1
|
|
|||
Foreign currency translation adjustment
|
|
371
|
|
|
(3,475
|
)
|
|
(1,900
|
)
|
|||
Other comprehensive income (loss), net of tax
|
|
371
|
|
|
(3,455
|
)
|
|
(1,899
|
)
|
|||
Total comprehensive income
|
|
$
|
12,096
|
|
|
$
|
44,249
|
|
|
$
|
30,662
|
|
|
|
Common Stock
|
|
Treasury Stock
|
|
|
|
Accumulated
Other
Comprehensive
Loss,
net of tax
|
|
|
|
|
||||||||||||||||||
|
|
Paid-in
Capital
|
|
|
Retained
Earnings
|
|
|
|||||||||||||||||||||||
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
Total
|
|||||||||||||||||||
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
|
|
||||||
Exercise of options, issuance of restricted stock, shares exchanged for exercise and tax, and stock issued through employee stock purchase plan
|
|
—
|
|
|
—
|
|
|
(140
|
)
|
|
5,697
|
|
|
(3,001
|
)
|
|
—
|
|
|
—
|
|
|
2,696
|
|
||||||
Excess tax benefit from exercise of stock options
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
411
|
|
|
—
|
|
|
—
|
|
|
411
|
|
||||||
Acquisition of treasury stock
|
|
—
|
|
|
—
|
|
|
940
|
|
|
(46,078
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(46,078
|
)
|
||||||
Non-cash stock compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,617
|
|
|
—
|
|
|
—
|
|
|
4,617
|
|
||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,725
|
|
|
11,725
|
|
||||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
371
|
|
|
—
|
|
|
371
|
|
||||||
Balance, December 25, 2016
|
|
17,851
|
|
|
$
|
18
|
|
|
5,023
|
|
|
$
|
(207,720
|
)
|
|
$
|
208,022
|
|
|
$
|
(5,008
|
)
|
|
$
|
352,741
|
|
|
$
|
348,053
|
|
|
|
Year Ended
|
||||||||||
|
|
December 25, 2016
|
|
December 27, 2015
|
|
December 28, 2014
|
||||||
Cash Flows From Operating Activities:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
11,725
|
|
|
$
|
47,704
|
|
|
$
|
32,561
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
86,695
|
|
|
77,374
|
|
|
64,579
|
|
|||
Gift card breakage
|
|
(3,517
|
)
|
|
(5,079
|
)
|
|
(2,284
|
)
|
|||
(Benefit) provision for deferred income taxes and benefit from exercise of stock options
|
|
(11,929
|
)
|
|
2,681
|
|
|
(1,990
|
)
|
|||
Asset impairment and restaurant closure costs
|
|
31,842
|
|
|
581
|
|
|
8,833
|
|
|||
Stock-based compensation
|
|
4,545
|
|
|
4,724
|
|
|
4,170
|
|
|||
Amortization of debt issuance costs and other
|
|
555
|
|
|
479
|
|
|
702
|
|
|||
Changes in operating assets and liabilities, net of effects of acquired business:
|
|
|
|
|
|
|
||||||
Accounts receivable and other current assets
|
|
(3,537
|
)
|
|
4,272
|
|
|
(1,279
|
)
|
|||
Inventory
|
|
(1,218
|
)
|
|
(2,375
|
)
|
|
(1,949
|
)
|
|||
Other assets
|
|
(1,618
|
)
|
|
(3,055
|
)
|
|
(6,466
|
)
|
|||
Trade accounts payable, accrued and other liabilities
|
|
(22,414
|
)
|
|
1,536
|
|
|
12,051
|
|
|||
Unearned revenue
|
|
5,073
|
|
|
7,909
|
|
|
8,877
|
|
|||
Deferred rent
|
|
2,755
|
|
|
4,172
|
|
|
5,776
|
|
|||
Net cash provided by operating activities
|
|
98,957
|
|
|
140,923
|
|
|
123,581
|
|
|||
Cash Flows From Investing Activities:
|
|
|
|
|
|
|
||||||
Purchases of property, equipment and intangible assets
|
|
(163,767
|
)
|
|
(166,284
|
)
|
|
(107,703
|
)
|
|||
Acquisition of franchise restaurants, net of cash acquired
|
|
(39,966
|
)
|
|
(2,532
|
)
|
|
(47,511
|
)
|
|||
Proceeds from sales of real estate and property, plant, and equipment
|
|
4,354
|
|
|
—
|
|
|
—
|
|
|||
Other investing activities
|
|
—
|
|
|
(295
|
)
|
|
(64
|
)
|
|||
Net cash used in investing activities
|
|
(199,379
|
)
|
|
(169,111
|
)
|
|
(155,278
|
)
|
|||
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
|
|
|
|||
Borrowings of long-term debt
|
|
366,500
|
|
|
415,500
|
|
|
231,000
|
|
|||
Payments of long-term debt and capital leases
|
|
(233,642
|
)
|
|
(352,550
|
)
|
|
(171,817
|
)
|
|||
Purchase of treasury stock
|
|
(46,078
|
)
|
|
(40,009
|
)
|
|
(26,884
|
)
|
|||
Debt issuance costs
|
|
(1,058
|
)
|
|
(319
|
)
|
|
(690
|
)
|
|||
Tax benefit from exercise of stock options
|
|
411
|
|
|
1,980
|
|
|
2,224
|
|
|||
Proceeds from exercise of stock options and employee stock purchase plan
|
|
3,200
|
|
|
4,165
|
|
|
3,218
|
|
|||
Net cash provided by financing activities
|
|
89,333
|
|
|
28,767
|
|
|
37,051
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
|
116
|
|
|
(282
|
)
|
|
(54
|
)
|
|||
Net (decrease) increase in cash and cash equivalents
|
|
$
|
(10,973
|
)
|
|
$
|
297
|
|
|
$
|
5,300
|
|
Cash and cash equivalents, beginning of year
|
|
22,705
|
|
|
22,408
|
|
|
17,108
|
|
|||
Cash and cash equivalents, end of year
|
|
$
|
11,732
|
|
|
$
|
22,705
|
|
|
$
|
22,408
|
|
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
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net income
|
|
$
|
11,725
|
|
|
$
|
47,704
|
|
|
$
|
32,561
|
|
Shares:
|
|
|
|
|
|
|
||||||
Basic weighted average shares outstanding
|
|
13,332
|
|
|
14,042
|
|
|
14,237
|
|
|||
Dilutive effect of stock options and awards
|
|
130
|
|
|
174
|
|
|
210
|
|
|||
Diluted weighted average shares outstanding
|
|
13,462
|
|
|
14,216
|
|
|
14,447
|
|
|||
Earnings per share:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
0.88
|
|
|
$
|
3.40
|
|
|
$
|
2.29
|
|
Diluted
|
|
$
|
0.87
|
|
|
$
|
3.36
|
|
|
$
|
2.25
|
|
|
|
Fair Value at Acquisition Date
|
|
Property and equipment
|
|
18,762
|
|
Intangible assets
|
|
6,540
|
|
Deferred tax assets
|
|
3,473
|
|
Deferred tax liabilities
|
|
(2,783
|
)
|
Goodwill
|
|
13,679
|
|
Other assets and liabilities, net
|
|
331
|
|
Total purchase price
|
|
40,002
|
|
|
|
2016
|
|
2015
|
||||
Land
|
|
$
|
41,266
|
|
|
$
|
34,461
|
|
Buildings
|
|
107,435
|
|
|
86,229
|
|
||
Leasehold improvements
|
|
693,258
|
|
|
658,173
|
|
||
Furniture, fixtures and equipment
|
|
360,749
|
|
|
310,668
|
|
||
Restaurant property leased to others
|
|
—
|
|
|
4,554
|
|
||
Construction in progress
|
|
26,240
|
|
|
22,486
|
|
||
|
|
1,228,948
|
|
|
1,116,571
|
|
||
Accumulated depreciation and amortization
|
|
(572,509
|
)
|
|
(512,885
|
)
|
||
Property and equipment, net
|
|
$
|
656,439
|
|
|
$
|
603,686
|
|
|
|
2016
|
|
2015
|
||||
Balance at beginning of year
|
|
$
|
81,957
|
|
|
$
|
84,115
|
|
Acquisition
|
|
13,679
|
|
|
295
|
|
||
Foreign currency translation adjustment
|
|
299
|
|
|
(2,453
|
)
|
||
Balance at end of year
|
|
$
|
95,935
|
|
|
$
|
81,957
|
|
|
|
2016
|
|
2015
|
||||||||||||||||||||
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
||||||||||||
Intangible assets subject to amortization:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Franchise rights
|
|
$
|
55,902
|
|
|
$
|
(27,306
|
)
|
|
$
|
28,596
|
|
|
$
|
50,878
|
|
|
$
|
(23,904
|
)
|
|
$
|
26,974
|
|
Leasehold interests
|
|
13,931
|
|
|
(7,400
|
)
|
|
6,531
|
|
|
12,991
|
|
|
(6,643
|
)
|
|
6,348
|
|
||||||
Liquor licenses
|
|
10,253
|
|
|
(9,857
|
)
|
|
396
|
|
|
10,168
|
|
|
(9,751
|
)
|
|
417
|
|
||||||
|
|
$
|
80,086
|
|
|
$
|
(44,563
|
)
|
|
$
|
35,523
|
|
|
$
|
74,037
|
|
|
$
|
(40,298
|
)
|
|
$
|
33,739
|
|
Indefinite-lived intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liquor licenses
|
|
$
|
6,747
|
|
|
$
|
—
|
|
|
$
|
6,747
|
|
|
$
|
5,834
|
|
|
$
|
—
|
|
|
$
|
5,834
|
|
Intangible assets, net
|
|
$
|
86,833
|
|
|
$
|
(44,563
|
)
|
|
$
|
42,270
|
|
|
$
|
79,871
|
|
|
$
|
(40,298
|
)
|
|
$
|
39,573
|
|
2017
|
$
|
4,473
|
|
2018
|
4,262
|
|
|
2019
|
4,216
|
|
|
2020
|
3,695
|
|
|
2021
|
3,263
|
|
|
Thereafter
|
15,614
|
|
|
|
$
|
35,523
|
|
|
|
2016
|
|
2015
|
||||
Payroll and payroll-related taxes
|
|
$
|
17,009
|
|
|
$
|
16,539
|
|
Workers compensation insurance
|
|
6,907
|
|
|
7,095
|
|
||
Accrued vacation
|
|
5,736
|
|
|
5,085
|
|
||
Corporate and restaurant variable compensation
|
|
2,146
|
|
|
16,215
|
|
||
Other
|
|
2,905
|
|
|
2,653
|
|
||
|
|
$
|
34,703
|
|
|
$
|
47,587
|
|
|
|
2016
|
|
2015
|
||||
State and city sales taxes
|
|
$
|
6,703
|
|
|
$
|
7,677
|
|
General liability insurance
|
|
5,667
|
|
|
4,854
|
|
||
Real estate, personal property, state income, and other taxes payable
|
|
3,579
|
|
|
3,091
|
|
||
Utilities
|
|
2,833
|
|
|
2,890
|
|
||
Other
|
|
10,723
|
|
|
11,098
|
|
||
|
|
$
|
29,505
|
|
|
$
|
29,610
|
|
|
|
2016
|
|
2015
|
||||||||||
|
|
Borrowings
|
|
Weighted
Average
Interest Rate
|
|
Borrowings
|
|
Weighted
Average
Interest Rate
|
||||||
Revolving credit facility and other long-term debt
|
|
$
|
336,375
|
|
|
2.65
|
%
|
|
$
|
202,875
|
|
|
1.82
|
%
|
Capital lease obligations
|
|
11,463
|
|
|
4.73
|
%
|
|
7,972
|
|
|
4.89
|
%
|
||
Total debt and capital lease obligations
|
|
347,838
|
|
|
|
|
|
210,847
|
|
|
|
|||
Less: Current portion
|
|
(658
|
)
|
|
|
|
|
(531
|
)
|
|
|
|
||
Long-term debt and capital lease obligations
|
|
$
|
347,180
|
|
|
|
|
|
$
|
210,316
|
|
|
|
|
2017
|
$
|
658
|
|
2018
|
697
|
|
|
2019
|
739
|
|
|
2020
|
796
|
|
|
2021
|
336,391
|
|
|
Thereafter
|
8,557
|
|
|
|
$
|
347,838
|
|
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 25, 2016
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Investments in rabbi trust
|
|
$
|
9,165
|
|
|
$
|
9,165
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total assets measured at fair value
|
|
$
|
9,165
|
|
|
$
|
9,165
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
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 25, 2016
|
|
December 27, 2015
|
||||||||||||
|
|
Carrying Value
|
|
Estimated Fair Value
|
|
Carrying Value
|
|
Estimated Fair Value
|
||||||||
Credit facility
|
|
$
|
335,500
|
|
|
$
|
335,611
|
|
|
$
|
202,000
|
|
|
$
|
201,829
|
|
Capital lease obligations
|
|
11,463
|
|
|
12,917
|
|
|
7,972
|
|
|
9,177
|
|
||||
Total
|
|
$
|
346,963
|
|
|
$
|
348,528
|
|
|
$
|
209,972
|
|
|
$
|
211,006
|
|
(In thousands)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Cash paid during the year for:
|
|
|
|
|
|
|
||||||
Income taxes
|
|
$
|
4,651
|
|
|
$
|
14,346
|
|
|
$
|
12,827
|
|
Interest, net of amounts capitalized
|
|
6,462
|
|
|
3,754
|
|
|
3,370
|
|
|||
Non-cash investing and financing activities:
|
|
|
|
|
|
|
||||||
Change in construction related payables
|
|
(15,830
|
)
|
|
13,040
|
|
|
970
|
|
|||
Capital lease obligations incurred for real estate and equipment purchases
|
|
4,133
|
|
|
—
|
|
|
—
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
|
|
|
|
|
||||||
U.S.
|
|
$
|
7,806
|
|
|
$
|
64,668
|
|
|
$
|
42,898
|
|
Foreign
|
|
(3,018
|
)
|
|
(1,432
|
)
|
|
(1,039
|
)
|
|||
|
|
$
|
4,788
|
|
|
$
|
63,236
|
|
|
$
|
41,859
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Current:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
2,503
|
|
|
$
|
6,427
|
|
|
$
|
5,169
|
|
State
|
|
2,078
|
|
|
4,455
|
|
|
3,895
|
|
|||
Foreign
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Deferred:
|
|
|
|
|
|
|
||||||
Federal
|
|
(9,407
|
)
|
|
4,013
|
|
|
1,146
|
|
|||
State
|
|
(2,300
|
)
|
|
(1
|
)
|
|
(649
|
)
|
|||
Foreign
|
|
189
|
|
|
638
|
|
|
(263
|
)
|
|||
|
|
$
|
(6,937
|
)
|
|
$
|
15,532
|
|
|
$
|
9,298
|
|
|
|
2016
|
|
2015
|
||
Deferred tax assets and (liabilities), net:
|
|
|
|
|
||
Deferred rent
|
|
20,039
|
|
|
17,978
|
|
Stock-based compensation
|
|
7,500
|
|
|
6,980
|
|
General business and other tax credits
|
|
13,982
|
|
|
3,275
|
|
Alternative minimum tax credits
|
|
1,241
|
|
|
1,262
|
|
Accrued compensation and related costs
|
|
9,431
|
|
|
11,862
|
|
Advanced payments
|
|
3,809
|
|
|
3,024
|
|
Other non-current deferred tax assets
|
|
4,696
|
|
|
4,277
|
|
Other non-current deferred tax liabilities
|
|
(2,790
|
)
|
|
(1,181
|
)
|
Goodwill
|
|
(12,004
|
)
|
|
(9,572
|
)
|
Property and equipment
|
|
(16,459
|
)
|
|
(24,792
|
)
|
Franchise rights
|
|
(840
|
)
|
|
744
|
|
Prepaid expenses
|
|
(6,046
|
)
|
|
(4,736
|
)
|
Supplies inventory
|
|
(7,495
|
)
|
|
(7,089
|
)
|
Subtotal
|
|
15,064
|
|
|
2,032
|
|
Valuation Allowance
|
|
(2,323
|
)
|
|
(1,910
|
)
|
Net deferred tax asset (liability)
|
|
12,741
|
|
|
122
|
|
Non-current deferred tax asset
|
|
13,206
|
|
|
397
|
|
Non-current deferred tax liability
|
|
(465
|
)
|
|
(275
|
)
|
Total
|
|
12,741
|
|
|
122
|
|
|
|
2016
|
|
2015
|
||||
Beginning of year
|
|
$
|
228
|
|
|
$
|
319
|
|
Increase due to current year tax positions
|
|
—
|
|
|
57
|
|
||
Due to decrease to a position taken in a prior year
|
|
—
|
|
|
(100
|
)
|
||
Settlements
|
|
(12
|
)
|
|
—
|
|
||
Reductions related to lapses
|
|
(46
|
)
|
|
(48
|
)
|
||
End of year
|
|
$
|
170
|
|
|
$
|
228
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Minimum rent
|
|
$
|
73,605
|
|
|
$
|
67,078
|
|
|
$
|
58,083
|
|
Contingent rent
|
|
1,676
|
|
|
2,264
|
|
|
2,239
|
|
|||
Equipment rent under operating leases
|
|
1,052
|
|
|
791
|
|
|
895
|
|
|||
|
|
$
|
76,333
|
|
|
$
|
70,133
|
|
|
$
|
61,217
|
|
|
|
Capital
Leases
|
|
Operating
Leases
|
||||
2017
|
|
$
|
1,183
|
|
|
$
|
73,496
|
|
2018
|
|
1,183
|
|
|
70,903
|
|
||
2019
|
|
1,183
|
|
|
65,897
|
|
||
2020
|
|
1,196
|
|
|
61,110
|
|
||
2021
|
|
1,240
|
|
|
54,872
|
|
||
Thereafter
|
|
9,635
|
|
|
232,053
|
|
||
Total
|
|
15,620
|
|
|
$
|
558,331
|
|
|
Less amount representing interest
|
|
(4,157
|
)
|
|
|
|
||
Present value of future minimum lease payments
|
|
11,463
|
|
|
|
|
||
Less current portion
|
|
(658
|
)
|
|
|
|
||
Long-term capital lease obligations
|
|
$
|
10,805
|
|
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Franchise royalties and fees:
|
|
|
|
|
|
||||||
Royalty income
|
$
|
11,196
|
|
|
$
|
12,478
|
|
|
$
|
13,540
|
|
Franchise fees
|
13
|
|
|
48
|
|
|
97
|
|
|||
Total franchise royalties and fees
|
$
|
11,209
|
|
|
$
|
12,526
|
|
|
$
|
13,637
|
|
|
|
Stock Options
|
|||||
|
|
Shares
|
|
Weighted Average Exercise Price
|
|||
Outstanding, December 27, 2015
|
|
395
|
|
|
$
|
46.04
|
|
Granted
|
|
160
|
|
|
60.57
|
|
|
Forfeited/expired
|
|
(54
|
)
|
|
65.23
|
|
|
Exercised
|
|
(93
|
)
|
|
25.82
|
|
|
Outstanding, December 25, 2016
|
|
408
|
|
|
$
|
53.82
|
|
|
|
Shares
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Years of
Contractual
Life
|
|
Aggregate
Intrinsic Value
|
|||||
Outstanding as of December 25, 2016
|
|
408
|
|
|
$
|
53.82
|
|
|
6.89
|
|
$
|
3,922
|
|
Vested and expected to vest as of December 25, 2016
(1)
|
|
383
|
|
|
$
|
53.26
|
|
|
6.74
|
|
$
|
3,865
|
|
Exercisable as of December 25, 2016
|
|
197
|
|
|
$
|
42.86
|
|
|
5.01
|
|
$
|
3,472
|
|
|
2016
|
|
2015
|
|
2014
|
|
|||||||||
Risk-free interest rate
|
1.2
|
|
%
|
|
1.4
|
|
%
|
|
1.7
|
|
%
|
|
|||
Expected years until exercise
|
4.5
|
|
|
|
4.8
|
|
|
|
5.7
|
|
|
|
|||
Expected stock volatility
|
39.0
|
|
%
|
|
40.6
|
|
%
|
|
44.6
|
|
%
|
|
|||
Dividend yield
|
—
|
|
%
|
|
—
|
|
%
|
|
—
|
|
%
|
|
|||
Weighted average Black-Scholes fair value per share at date of grant
|
$
|
20.45
|
|
|
|
$
|
29.71
|
|
|
|
$
|
30.70
|
|
|
|
Total intrinsic value of options exercised (in thousands)
|
$
|
2,624
|
|
|
|
$
|
4,414
|
|
|
|
$
|
3,954
|
|
|
|
|
|
Restricted Stock Units
|
|||||
|
|
Shares
|
|
Weighted Average Grant-Date Fair Value (per share)
|
|||
Outstanding, December 27, 2015
|
|
75
|
|
|
$
|
67.74
|
|
Awarded
|
|
60
|
|
|
57.08
|
|
|
Forfeited
|
|
(15
|
)
|
|
69.14
|
|
|
Vested
|
|
(38
|
)
|
|
64.65
|
|
|
Outstanding, December 25, 2016
|
|
82
|
|
|
$
|
61.16
|
|
2016
|
|
Q1(1)
(16 weeks) |
|
Q2 (2)
(12 weeks) |
|
Q3 (3)
(12 weeks) |
|
Q4 (4)
(12 weeks) |
|
2016
(52 weeks) |
||||||||||
Total revenues
|
|
$
|
402,126
|
|
|
$
|
305,549
|
|
|
$
|
297,307
|
|
|
$
|
291,459
|
|
|
$
|
1,296,441
|
|
Income (loss) from operations
|
|
$
|
20,175
|
|
|
$
|
10,415
|
|
|
$
|
(4,235
|
)
|
|
$
|
(14,785
|
)
|
|
$
|
11,570
|
|
Net income (loss)
|
|
$
|
14,225
|
|
|
$
|
7,552
|
|
|
$
|
(1,300
|
)
|
|
$
|
(8,752
|
)
|
|
$
|
11,725
|
|
Basic earnings (loss) per share
|
|
$
|
1.04
|
|
|
$
|
0.56
|
|
|
$
|
(0.10
|
)
|
|
$
|
(0.68
|
)
|
|
$
|
0.88
|
|
Diluted earnings (loss) per share
|
|
$
|
1.03
|
|
|
$
|
0.55
|
|
|
$
|
(0.10
|
)
|
|
$
|
(0.68
|
)
|
|
$
|
0.87
|
|
2015
|
|
Q1
(16 weeks) |
|
Q2
(12 weeks) |
|
Q3
(12 weeks) |
|
Q4 (5) (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
|
|
(1)
|
During the first quarter of 2016, the Company recognized a pre-tax non-cash impairment charge of
$0.8 million
due to the relocation of a restaurant.
|
(2)
|
During the second quarter of 2016,
six
Company-owned restaurants were impaired. The Company recognized a pre-tax non-cash impairment charge of
$3.9 million
for these restaurants.
|
(3)
|
During the third quarter of 2016,
two
Company-owned restaurants were impaired. The Company recognized a pre-tax non-cash impairment charge of
$3.8 million
for these restaurants. The Company also recorded
$5.5 million
in restaurant closure costs related to the closure of
nine
Red Robin Burger Works restaurants.
|
(4)
|
During the fourth quarter of 2016,
sixteen
Company-owned restaurants, including
five
restaurants previously impaired during 2016, were impaired. In addition, the Company determined that certain software related to the Company’s ERP system and software in development for supply chain management were impaired. The Company recognized a pre-tax non-cash impairment charge of
$19.3 million
for these restaurants and software. During the fourth quarter of 2016, the Company also recorded
$1.2 million
in additional restaurant closure costs related to the Burger Works closures in the third quarter of 2016.
|
(5)
|
During the fourth quarter of 2015,
two
Company-owned restaurants were impaired. The Company recognized a pre-tax non-cash impairment charge of
$0.6 million
for these restaurants.
|
•
|
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. Incorporated by reference to Exhibit 10.11 to our Annual Report on From 10-K filed on February 19, 2016.
|
|
|
|
(10.12)*
|
|
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 filed on May 23, 2014.
|
|
|
|
(10.13)*
|
|
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 filed on May 23, 2014.
|
|
|
|
(10.14)*
|
|
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).
|
|
|
|
(10.15)*
|
|
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.
|
|
|
|
(10.16)*
|
|
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.
|
|
|
|
(10.17)*
|
|
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.
|
|
|
|
(10.18)*
|
|
Red Robin Gourmet Burgers, Inc. Deferred Compensation Plan As Amended and Restated on December 15, 2015. Incorporated by reference to Exhibit 10.16 to our Annual Report on Form 10-K filed on February 19, 2016.
|
|
|
|
(10.19)*
|
|
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).
|
|
|
|
(10.20)*
|
|
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.
|
|
|
|
(10.21)*
|
|
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.
|
|
|
|
(10.22)*
|
|
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.
|
|
|
|
(10.23)*
|
|
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)
|
|
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.
|
|
|
|
(10.27)
|
|
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.
|
|
|
|
Exhibit
Number
|
|
Description
|
(10.28)
|
|
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.
|
|
|
|
(10.29)*
|
|
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.
|
|
|
|
(10.30)*
|
|
Amendment to Employment Agreement by and between Red Robin Gourmet Burgers, Inc., and Jonathan A. Muhtar, dated March 31, 2016. Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on May 18, 2016.
|
|
|
|
(10.31)
|
|
Second Amendment to Credit Agreement, dated March 11, 2016. Incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q filed on May 18, 2016.
|
|
|
|
(10.32)
|
|
Credit Agreement, dated June 30, 2016. Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on July 5, 2016.
|
|
|
|
(10.33)
|
|
Security Agreement, dated June 30, 2016. Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on July 5, 2016.
|
|
|
|
(10.34)*
|
|
First Amendment to Employment Agreement between Red Robin Gourmet Burgers, Inc. and Stephen E. Carley, dated August 8, 2016. Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on August 8, 2016.
|
|
|
|
(10.35)*
|
|
Amended and Restated Employment Agreement by and between Red Robin Gourmet Burgers, Inc. and Denny Marie Post, dated August 8, 2016. Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on August 8, 2016.
|
|
|
|
10.36*
|
|
Employment Agreement by and between Red Robin Gourmet Burgers, Inc. and Carin L. Stutz, dated April 29, 2016.
|
|
|
|
10.37*
|
|
Employment Agreement by and between Red Robin Gourmet Burgers, Inc. and Guy J. Constant, dated December 13, 2016.
|
|
|
|
(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 25, 2016, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets at December 25, 2016 and December 27, 2015; (ii) Consolidated Statements of Income for the years ended December 25, 2016, December 27, 2015, and December 28, 2014; (iii) Consolidated Statements of Stockholders
’
Equity for the years ended December 25, 2016, December 27, 2015, and December 28, 2014; (iv) Consolidated Statements of Cash Flows for the years ended December 25, 2016, December 27, 2015, and December 28, 2014; 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 21, 2017
|
|
By:
|
|
/s/ DENNY MARIE POST
|
(Date)
|
|
|
|
Denny Marie Post
(Chief Executive Officer)
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ DENNY MARIE POST
|
|
Chief Executive Officer (Principal Executive Officer and Director)
|
|
February 21, 2017
|
Denny Marie Post
|
|
|
||
|
|
|
|
|
/s/ GUY J. CONSTANT
|
|
Chief Financial Officer (Principal Financial Officer)
|
|
February 21, 2017
|
Guy J. Constant
|
|
|
||
|
|
|
|
|
/s/ TERRY D. HARRYMAN
|
|
Chief Accounting Officer (Principal Accounting Officer)
|
|
February 21, 2017
|
Terry D. Harryman
|
|
|
||
|
|
|
|
|
/s/ PATTYE L. MOORE
|
|
Chairperson of the Board
|
|
February 21, 2017
|
Pattye L. Moore
|
|
|
||
|
|
|
|
|
/s/ ROBERT B. AIKEN
|
|
Director
|
|
February 21, 2017
|
Robert B. Aiken
|
|
|
||
|
|
|
|
|
/s/ CAMMIE W. DUNAWAY
|
|
Director
|
|
February 21, 2017
|
Cammie W. Dunaway
|
|
|
||
|
|
|
|
|
/s/ LLOYD L. HILL
|
|
Director
|
|
February 21, 2017
|
Lloyd L. Hill
|
|
|
||
|
|
|
|
|
/s/ RICHARD J. HOWELL
|
|
Director
|
|
February 21, 2017
|
Richard J. Howell
|
|
|
||
|
|
|
|
|
/s/ GLENN B. KAUFMAN
|
|
Director
|
|
February 21, 2017
|
Glenn B. Kaufman
|
|
|
||
|
|
|
|
|
/s/ STUART I. ORAN
|
|
Director
|
|
February 21, 2017
|
Stuart I. Oran
|
|
|
||
/s/ KALEN F. HOLMES
|
|
Director
|
|
February 21, 2017
|
Kalen F. Holmes
|
|
|
||
|
|
|
|
|
/s/ STEVEN K. LUMPKIN
|
|
Director
|
|
February 21, 2017
|
Steven K. Lumpkin
|
|
|
1.
|
I have reviewed this
2016
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
|
(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 21, 2017
|
|
/s/ DENNY MARIE POST
|
(Date)
|
|
Denny Marie Post
Chief Executive Officer
|
(a)
|
the Annual Report on Form 10-K for the period ended
December 25, 2016
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
|
(b)
|
the information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Dated:
|
February 21, 2017
|
|
/s/ DENNY MARIE POST
|
|
|
|
Denny Marie Post
Chief Executive Officer
|
|
|
|
|
Dated:
|
February 21, 2017
|
|
/s/ GUY J. CONSTANT
|
|
|
|
Guy J. Constant
Chief Financial Officer
|
1.
|
I have reviewed this
2016
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
|
(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 21, 2017
|
|
/s/ GUY J. CONSTANT
|
(Date)
|
|
Guy J. Constant
Chief Financial Officer
|