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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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o
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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
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Smaller reporting company
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Emerging growth 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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Attract, Retain, and Engage High Performance Teams.
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 through a common playbook and ensuring we remain narrowly focused on our key 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 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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Evolve to Better Serve Middle Income Families.
We actively seek to enhance Value through a balance of quality, quantity, price, and experience. This includes providing high quality menu items, offering new products at everyday value prices and delivering on abundance through a wide choice of bottomless sides and beverages. We frequently enhance our Red Robin Royalty™ program to drive guest traffic through frequent buyer rewards. Additionally, we are
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•
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Embrace the "Gift of Time" as a Key Differentiator.
Our strategy in regaining our operational edge includes serving consistently great burgers, accurately customized, and served quickly by our caring Team Members whether the Guest chooses to dine in the restaurant or off premise. We respect our Guests’ need for the “gift of time” in an increasingly time-starved culture and remain committed to improving both speed of service and order accuracy.
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•
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Improve Company and 4-Wall Economics.
We are committed to delivering stockholder value by improving profitability and investing capital wisely. Our goal is to optimize our capital structure, prudently invest in technology and restaurant development that deliver targeted returns on investment, refranchise certain restaurants, and improve our EBITDA margin through sustainable revenue growth and prudent cost management at the restaurant level and above.
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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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61
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President and Chief Executive Officer
(1)
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Beverly K. Carmichael
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60
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Executive Vice President and Chief People, Culture, and Resource Officer
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Guy J. Constant
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54
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Executive Vice President and Chief Operating Officer
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Jonathan Muhtar
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47
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Executive Vice President and Chief Concept Officer
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Lynn S. Schweinfurth
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51
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Executive Vice President and Chief Financial Officer
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Dean Cookson
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49
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Senior Vice President and Chief Information Officer
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Michael L. Kaplan
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50
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Senior Vice President and Chief Legal 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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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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our pricing strategy and any future price increases and their effect on guest traffic and ordering choices, and, as a result, our revenue and profit;
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•
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the timing and cost of our investment and implementation of improvements in our information technology systems and data infrastructure to support guest service and engagement and the digital guest experience, and anticipated related benefits;
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•
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anticipated Company growth and development strategy, 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, as well as 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 more recent 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 2019;
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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 2019 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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our franchise program, franchisee new restaurant openings and remodels, potential expansion and other changes to our franchise program, and refranchising efforts;
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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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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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changes to our volatility in the macroeconomic environment nationally and regionally, which could affect restaurant-level performance and influence our decisions on the rate of expansion, timing, and the number of restaurants to be opened;
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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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identification of and ability to secure an adequate supply of available and suitable restaurant sites;
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•
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timely adherence to development schedules;
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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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negotiation of favorable lease and construction terms;
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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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unforeseen environmental problems with new locations;
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•
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securing required governmental approvals and permits, including liquor licenses, in a timely manner or at all;
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•
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our ability to locate, hire, train, and retain qualified operating personnel to staff our new restaurants, especially managers;
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•
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our ability to attract and retain Guests;
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•
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weather, natural disasters, and other calamities; 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 effect on selling, general, and administrative expenses and earnings;
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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;
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•
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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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•
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additional government-imposed increases in minimum and/or tipped wages, overtime pay, paid leaves of absence, sick leave, and mandated health benefits;
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•
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increased tax reporting and tax payment requirements for employees who receive gratuities;
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•
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a reduction in the number of states that allow gratuities to be credited toward minimum wage requirements; and
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•
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increased employee litigation including claims under federal and/or state wage and hour 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
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Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet be Purchased Under the Plan (in thousands)
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||||||
10/8/18-11/4/18
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11,800
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$
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35.36
|
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20,400
|
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$
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74,246
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11/5/18-12/2/18
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11,400
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$
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34.32
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31,800
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$
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73,855
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12/3/18-12/30/18
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10,800
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$
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30.49
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42,600
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$
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73,526
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Pursuant to Publicly Announced Plans or Programs(2)
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34,000
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Fiscal Years Ended
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|||||||||||||||||
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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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December 31, 2017
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December 30, 2018
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|||||||
Red Robin Gourmet Burgers, Inc.
|
$
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100.00
|
|
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101.61
|
|
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82.22
|
|
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75.06
|
|
|
74.99
|
|
|
35.53
|
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Russell 3000
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100.00
|
|
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113.87
|
|
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113.27
|
|
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127.15
|
|
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151.55
|
|
|
141.59
|
|
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S&P 600 Restaurants
|
100.00
|
|
|
125.53
|
|
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120.34
|
|
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142.90
|
|
|
148.34
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|
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160.86
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*
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$100 invested on December 29, 2013 in stock or index, including reinvestment of dividends based on calendar years ending December 31 for purposes of comparability.
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Fiscal Year Ended
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||||||||||||||||||
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December 30, 2018
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December 31, 2017
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December 25, 2016
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December 27, 2015
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December 28, 2014
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||||||||||
(in thousands, except per share data)
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|
(52 Weeks)
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(53 Weeks)
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(52 Weeks)
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(52 Weeks)
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(52 Weeks)
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||||||||||
Statement of Operations Data:
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Revenue:
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||||||||||
Restaurant revenue
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$
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1,316,209
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$
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1,365,060
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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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$
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1,129,135
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Total revenues
(1)
|
|
1,338,563
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|
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1,387,566
|
|
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1,303,187
|
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1,265,215
|
|
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1,153,988
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|
|||||
Total costs and expenses
(2)(3)(4)(5)(6)
|
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1,349,048
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1,348,534
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1,291,617
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|
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1,198,170
|
|
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1,109,304
|
|
|||||
Income (loss) from operations
|
|
(10,485
|
)
|
|
39,032
|
|
|
11,570
|
|
|
67,045
|
|
|
44,684
|
|
|||||
Net income (loss)
|
|
(6,419
|
)
|
|
30,019
|
|
|
11,725
|
|
|
47,704
|
|
|
32,561
|
|
|||||
Earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Basic
|
|
$
|
(0.49
|
)
|
|
$
|
2.33
|
|
|
$
|
0.88
|
|
|
$
|
3.40
|
|
|
$
|
2.29
|
|
Diluted
|
|
$
|
(0.49
|
)
|
|
$
|
2.31
|
|
|
$
|
0.87
|
|
|
$
|
3.36
|
|
|
$
|
2.25
|
|
Shares used in computing earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Basic
|
|
12,976
|
|
|
12,899
|
|
|
13,332
|
|
|
14,042
|
|
|
14,237
|
|
|||||
Diluted
|
|
12,976
|
|
|
12,998
|
|
|
13,462
|
|
|
14,216
|
|
|
14,447
|
|
|||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Cash and cash equivalents
|
|
$
|
18,569
|
|
|
$
|
17,714
|
|
|
$
|
11,732
|
|
|
$
|
22,705
|
|
|
$
|
22,408
|
|
Total assets
|
|
843,941
|
|
|
910,615
|
|
|
918,545
|
|
|
839,979
|
|
|
735,889
|
|
|||||
Long-term debt, including current portion
|
|
203,575
|
|
|
277,313
|
|
|
347,838
|
|
|
210,847
|
|
|
147,896
|
|
|||||
Total stockholders’ equity
|
|
382,805
|
|
|
387,435
|
|
|
348,053
|
|
|
374,311
|
|
|
359,771
|
|
|||||
Cash Flow Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net cash provided by operating activities
|
|
$
|
126,295
|
|
|
$
|
156,607
|
|
|
$
|
98,957
|
|
|
$
|
140,923
|
|
|
$
|
123,581
|
|
Net cash used in investing activities
|
|
(49,836
|
)
|
|
(83,290
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)
|
|
(199,379
|
)
|
|
(169,111
|
)
|
|
(155,278
|
)
|
|||||
Net cash provided by (used in) financing activities
|
|
(74,298
|
)
|
|
(67,924
|
)
|
|
89,333
|
|
|
28,767
|
|
|
37,051
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|
|||||
Selected Operating Data:
|
|
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|
|
|
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|
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|
|||||||
Net sales per square foot in Company-owned restaurants
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$
|
441
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$
|
461
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$
|
449
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|
|
$
|
466
|
|
|
$
|
462
|
|
Total operating weeks
(7)
|
|
25,165
|
|
|
25,038
|
|
|
23,799
|
|
|
22,006
|
|
|
20,070
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|
|||||
Company-owned restaurants open at end of period
|
|
484
|
|
|
480
|
|
|
465
|
|
|
439
|
|
|
415
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|
|||||
Franchised restaurants open at end of period
|
|
89
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|
|
86
|
|
|
86
|
|
|
99
|
|
|
99
|
|
|||||
Comparable restaurant net sales (decrease) increase
(8)(9)
|
|
(2.6
|
)%
|
|
0.7
|
%
|
|
(3.3
|
)%
|
|
2.1
|
%
|
|
3.1
|
%
|
(1)
|
Franchise and other revenue for 2015 and 2014 were previously reported as $18.7 million and $17.0 million with adjustments of $7.6 million and $7.9 million, resulting in an adjusted amount of $26.3 million and $24.9 million. Please see Note 2,
Revenue
for a further discussion of reclassifications recorded in connection with Topic 606.
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(2)
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2018 includes pre-tax non-cash asset impairment charges of
$28.1 million
related to the impairment of
41
restaurants, 19 of which had immaterial impairments,
$4.8 million
related to litigation costs, and
$2.9 million
related to the disposal of smallwares.
|
(3)
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2017 includes pre-tax non-cash asset impairment charges of
$6.9 million
related to the impairment of
13
restaurants.
|
(4)
|
2016 includes pre-tax non-cash asset impairment charges of $24.4 million related to the impairment of 19 restaurants,
$2.5 million
related to software impairment, 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, $3.9 million related to litigation costs, and $0.7 million related to acquiring 13 franchised restaurants.
|
(5)
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2015 includes pre-tax non-cash asset impairment charges of $0.6 million related to the impairment of two restaurants.
|
(6)
|
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.
|
(7)
|
Total operating weeks represent the number of weeks that the Company-owned restaurants were open during the reporting period.
|
(8)
|
Please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Revenues” for a further discussion of our comparable restaurant designation.
|
(9)
|
Comparable restaurant sales decrease and average annual comparable restaurant sales volumes for 2018 were calculated on a 52-week basis by adjusting fiscal 2017 to exclude the first week of 2017. Comparable restaurant sales decrease and average annual comparable restaurant sales volumes for 2017 were calculated on a 53-week basis by adjusting fiscal year 2016 as if there were 53 weeks.
|
•
|
Financial Performance.
|
◦
|
Restaurant revenue decreased
$48.9 million
, or
3.6%
, to
$1.3 billion
for the 52 weeks ended
December 30, 2018
as compared to
$1.4 billion
for the 53 weeks ended
December 31, 2017
. The decrease was primarily due to a
$33.7 million
, or
2.6%
, decrease in comparable restaurant revenue, a
$32.6 million
decrease related to the additional revenue in the first week of 2017 (which had 53 weeks), and a
$5.3 million
decrease from closed restaurants, offset by a
$22.7 million
increase from newly opened restaurants. In 2019, t
he Company expects comparable restaurant sales growth of 0 to 150 basis points, and increased operating weeks associated with locations opened in 2018.
|
◦
|
Restaurant operating costs, as a percentage of restaurant revenue, increased
140
basis points to
81.0%
in
2018
compared to
79.6%
in
2017
. The increase was primarily due to higher other operating costs, occupancy costs, and food and beverage costs, as a percentage of restaurant revenue, and was partially offset by a reduction in labor costs as a percentage of restaurant revenue.
|
◦
|
Net loss was
$6.4 million
in
2018
, a decrease of
$36.4 million
compared to net income of
$30.0 million
in
2017
. The additional week in 2017 contributed approximately
$4.1 million
to net income in the prior year. Diluted loss per share was
$0.49
in 2018 as compared to diluted earnings per share of
$2.31
in
2017
. Excluding the impact of
$1.60
per diluted share related to asset impairment,
$0.27
per diluted share related to litigation contingencies,
$0.18
per diluted share related to reorganization costs, and
$0.17
per diluted share related to smallwares disposal, net income per diluted share in 2018 was
$1.73
. Excluding the impact of a $0.40 per diluted share related to asset impairment, which was partially offset by a benefit of $0.22 per diluted share related to deferred tax liability remeasurement due to tax reform, net income per diluted share in
2017
was $2.49.
|
•
|
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.
|
•
|
Restaurant Development.
During
2018
, we opened
eight
Company-owned Red Robin restaurants, and relocated
one
Red Robin restaurant. During 2019, we will pause on new corporate growth development as we execute our long-term strategy which includes developing new restaurant prototypical designs in 2019.
|
|
|
2018
|
|
2017
|
|
2016
|
|||
Company-owned:
|
|
|
|
|
|
|
|||
Beginning of period
|
|
480
|
|
|
465
|
|
|
439
|
|
Opened during the period
|
|
8
|
|
|
18
|
|
|
26
|
|
Acquired from franchisee
|
|
—
|
|
|
—
|
|
|
13
|
|
Closed during the period
|
|
(4
|
)
|
|
(3
|
)
|
|
(13
|
)
|
End of period
|
|
484
|
|
|
480
|
|
|
465
|
|
Franchised:
|
|
|
|
|
|
|
|||
Beginning of period
|
|
86
|
|
|
86
|
|
|
99
|
|
Opened during the period
|
|
3
|
|
|
1
|
|
|
—
|
|
Sold or closed during the period
|
|
—
|
|
|
(1
|
)
|
|
(13
|
)
|
End of period
|
|
89
|
|
|
86
|
|
|
86
|
|
Total number of restaurants
|
|
573
|
|
|
566
|
|
|
551
|
|
(Revenues in thousands)
|
|
2018
|
|
2017
|
|
2018 - 2017 Percent Change
|
|
2016
|
|
2017 - 2016 Percent Change
|
||||||||
Restaurant revenue
|
|
$
|
1,316,209
|
|
|
$
|
1,365,060
|
|
|
(3.6
|
)%
|
|
$
|
1,280,669
|
|
|
6.6
|
%
|
Franchise revenue
|
|
17,409
|
|
|
17,681
|
|
|
(1.5
|
)%
|
|
17,955
|
|
|
(1.5
|
)%
|
|||
Other revenue
|
|
4,945
|
|
|
4,825
|
|
|
2.5
|
%
|
|
4,563
|
|
|
5.7
|
%
|
|||
Total revenues
|
|
$
|
1,338,563
|
|
|
$
|
1,387,566
|
|
|
(3.5
|
)%
|
|
$
|
1,303,187
|
|
|
6.5
|
%
|
Average weekly net sales volumes in Company-owned restaurants
(1)
|
|
$
|
52,303
|
|
|
$
|
54,522
|
|
|
(4.1
|
)%
|
|
$
|
53,851
|
|
|
1.2
|
%
|
Total operating weeks
|
|
25,165
|
|
|
25,038
|
|
|
0.5
|
%
|
|
23,799
|
|
|
5.2
|
%
|
|||
Net sales per square foot
|
|
$
|
441
|
|
|
$
|
461
|
|
|
(4.3
|
)%
|
|
$
|
449
|
|
|
2.7
|
%
|
(1)
|
Calculated using constant currency rates. Using historical currency rates, the average weekly sales per unit for fiscal years 2017 and 2016 for Company-owned restaurants was
$54,520
and
$53,812
. 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 quarter average exchange rates. The Company considers non-GAAP constant currency average weekly sales per unit to be a useful metric to investors and management as they facilitate a more useful comparison of current performance to historical performance.
|
(In thousands, except percentages)
|
|
2018
|
|
2017
|
|
2018 - 2017 Percent Change
|
|
2016
|
|
2017 - 2016 Percent Change
|
||||||||
Cost of sales
|
|
$
|
313,504
|
|
|
$
|
320,355
|
|
|
(2.1
|
)%
|
|
$
|
298,249
|
|
|
7.4
|
%
|
As a percent of restaurant revenue
|
|
23.8
|
%
|
|
23.5
|
%
|
|
0.3
|
%
|
|
23.3
|
%
|
|
0.2
|
%
|
(In thousands, except percentages)
|
|
2018
|
|
2017
|
|
2018 - 2017 Percent Change
|
|
2016
|
|
2017 - 2016 Percent Change
|
||||||||
Labor
|
|
$
|
456,262
|
|
|
$
|
475,432
|
|
|
(4.0
|
)%
|
|
$
|
439,232
|
|
|
8.2
|
%
|
As a percent of restaurant revenue
|
|
34.7
|
%
|
|
34.8
|
%
|
|
(0.1
|
)%
|
|
34.3
|
%
|
|
0.5
|
%
|
(In thousands, except percentages)
|
|
2018
|
|
2017
|
|
2018 - 2017 Percent Change
|
|
2016
|
|
2017 - 2016 Percent Change
|
||||||||
Other operating
|
|
$
|
182,084
|
|
|
$
|
178,309
|
|
|
2.1
|
%
|
|
$
|
167,727
|
|
|
6.3
|
%
|
As a percent of restaurant revenue
|
|
13.8
|
%
|
|
13.1
|
%
|
|
0.7
|
%
|
|
13.1
|
%
|
|
—
|
%
|
(In thousands, except percentages)
|
|
2018
|
|
2017
|
|
2018 - 2017 Percent Change
|
|
2016
|
|
2017 - 2016 Percent Change
|
||||||||
Occupancy
|
|
$
|
114,146
|
|
|
$
|
112,753
|
|
|
1.2
|
%
|
|
$
|
107,408
|
|
|
5.0
|
%
|
As a percent of restaurant revenue
|
|
8.7
|
%
|
|
8.3
|
%
|
|
0.4
|
%
|
|
8.4
|
%
|
|
(0.1
|
)%
|
(In thousands, except percentages)
|
|
2018
|
|
2017
|
|
2018 - 2017 Percent Change
|
|
2016
|
|
2017 - 2016 Percent Change
|
||||||||
Depreciation and amortization
|
|
$
|
95,371
|
|
|
$
|
92,545
|
|
|
3.1
|
%
|
|
$
|
86,695
|
|
|
6.7
|
%
|
As a percent of total revenues
|
|
7.1
|
%
|
|
6.7
|
%
|
|
0.4
|
%
|
|
6.7
|
%
|
|
—
|
%
|
(In thousands, except percentages)
|
|
2018
|
|
2017
|
|
2018 - 2017 Percent Change
|
|
2016
|
|
2017 - 2016 Percent Change
|
||||||||
Selling, general, and administrative
|
|
$
|
146,458
|
|
|
$
|
156,656
|
|
|
(6.5
|
)%
|
|
$
|
144,633
|
|
|
8.3
|
%
|
As a percent of total revenues
|
|
11.0
|
%
|
|
11.3
|
%
|
|
(0.3
|
)%
|
|
11.1
|
%
|
|
0.2
|
%
|
(In thousands, except percentages and restaurant openings)
|
|
2018
|
|
2017
|
|
2018 - 2017 Percent Change
|
|
2016
|
|
2017 - 2016 Percent Change
|
||||||||
Pre-opening and acquisition costs
(1)
|
|
$
|
2,092
|
|
|
$
|
5,570
|
|
|
(62.4
|
)%
|
|
$
|
8,025
|
|
|
(30.6
|
)%
|
As a percent of total revenues
|
|
0.2
|
%
|
|
0.4
|
%
|
|
(0.2
|
)%
|
|
0.6
|
%
|
|
(0.2
|
)%
|
|||
Number of restaurants opened during year
|
|
8
|
|
|
18
|
|
|
(55.6
|
)%
|
|
26
|
|
|
(30.8
|
)%
|
|||
Average per restaurant pre-opening costs
|
|
$
|
262
|
|
|
$
|
309
|
|
|
(15.2
|
)%
|
|
$
|
281
|
|
|
10.0
|
%
|
(1)
|
Acquisition costs in 2016 related to the acquisition of 13 Red Robin franchised restaurants in the United States totaled $0.7 million.
|
•
|
$126.3 million
of cash provided by operating activities;
|
•
|
$50.3 million
used for the construction of new restaurants, expenditures for facility improvements, and investments in information technology; and
|
•
|
$73.7 million
in net repayments on our credit facility and payments on capital leases.
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net cash provided by operating activities
|
|
$
|
126,295
|
|
|
$
|
156,607
|
|
|
$
|
98,957
|
|
Net cash used in investing activities
|
|
(49,836
|
)
|
|
(83,290
|
)
|
|
(199,379
|
)
|
|||
Net cash (used in) provided by financing activities
|
|
(74,298
|
)
|
|
(67,924
|
)
|
|
89,333
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
|
(1,306
|
)
|
|
589
|
|
|
116
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
|
$
|
855
|
|
|
$
|
5,982
|
|
|
$
|
(10,973
|
)
|
|
Year Ended December 30, 2018
|
||
Restaurant maintenance capital
|
$
|
26,781
|
|
Investment in technology infrastructure and other
|
13,983
|
|
|
New restaurants
|
9,507
|
|
|
Total capital expenditures
|
$
|
50,271
|
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
|
Total
|
|
2019
|
|
2020 - 2021
|
|
2022 - 2023
|
|
2024 and
Thereafter |
||||||||||
Long-term debt obligations
(1)
|
|
$
|
231,642
|
|
|
$
|
8,486
|
|
|
$
|
16,971
|
|
|
$
|
205,245
|
|
|
$
|
940
|
|
Capital lease obligations
(2)
|
|
13,350
|
|
|
1,234
|
|
|
2,482
|
|
|
2,082
|
|
|
7,552
|
|
|||||
Operating lease obligations
(3)
|
|
550,371
|
|
|
80,367
|
|
|
147,355
|
|
|
115,770
|
|
|
206,879
|
|
|||||
Purchase obligations
(4)
|
|
176,750
|
|
|
101,934
|
|
|
66,634
|
|
|
8,182
|
|
|
—
|
|
|||||
Other non-current liabilities
(5)
|
|
7,894
|
|
|
2,256
|
|
|
1,665
|
|
|
1,818
|
|
|
2,155
|
|
|||||
Total contractual obligations
|
|
$
|
980,007
|
|
|
$
|
194,277
|
|
|
$
|
235,107
|
|
|
$
|
333,097
|
|
|
$
|
217,526
|
|
(1)
|
Long-term debt obligations primarily represent minimum required principal payments under our credit agreement including estimated interest of
$38.0 million
based on a
4.39%
average borrowing interest rate.
|
(2)
|
Capital lease obligations include interest of
$3.2 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 16,
Employee Benefit Programs,
of Notes to Consolidated Financial Statements of this report for additional information.
|
|
|
December 30, 2018
|
|
December 31, 2017
|
||||
Assets:
|
|
|
|
|
||||
Current Assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
18,569
|
|
|
$
|
17,714
|
|
Accounts receivable, net
|
|
25,034
|
|
|
26,499
|
|
||
Inventories
|
|
27,370
|
|
|
29,553
|
|
||
Prepaid expenses and other current assets
|
|
27,576
|
|
|
31,038
|
|
||
Total current assets
|
|
98,549
|
|
|
104,804
|
|
||
Property and equipment, net
|
|
565,142
|
|
|
638,151
|
|
||
Goodwill
|
|
95,838
|
|
|
96,979
|
|
||
Intangible assets, net
|
|
34,609
|
|
|
38,273
|
|
||
Other assets, net
|
|
49,803
|
|
|
32,408
|
|
||
Total assets
|
|
$
|
843,941
|
|
|
$
|
910,615
|
|
Liabilities and Stockholders
’
Equity:
|
|
|
|
|
||||
Current Liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
39,024
|
|
|
$
|
35,347
|
|
Accrued payroll and payroll-related liabilities
|
|
37,922
|
|
|
32,777
|
|
||
Unearned revenue
|
|
55,360
|
|
|
55,915
|
|
||
Accrued liabilities and other current liabilities
|
|
38,843
|
|
|
36,300
|
|
||
Total current liabilities
|
|
171,149
|
|
|
160,339
|
|
||
Deferred rent
|
|
77,115
|
|
|
74,980
|
|
||
Long-term debt
|
|
193,375
|
|
|
266,375
|
|
||
Long-term portion of capital lease obligations
|
|
9,414
|
|
|
10,197
|
|
||
Other non-current liabilities
|
|
10,083
|
|
|
11,289
|
|
||
Total liabilities
|
|
461,136
|
|
|
523,180
|
|
||
Stockholders
’
Equity:
|
|
|
|
|
||||
Common stock: $0.001 par value; 45,000 shares authorized; 17,851 and 17,851 shares issued; 12,971 and 12,954 shares outstanding
|
|
18
|
|
|
18
|
|
||
Preferred stock: $0.001 par value; 3,000 shares authorized; no shares issued and outstanding
|
|
—
|
|
|
—
|
|
||
Treasury stock: 4,880 and 4,897 shares, at cost
|
|
(201,505
|
)
|
|
(202,485
|
)
|
||
Paid-in capital
|
|
212,752
|
|
|
210,708
|
|
||
Accumulated other comprehensive loss, net of tax
|
|
(4,801
|
)
|
|
(3,566
|
)
|
||
Retained earnings
|
|
376,341
|
|
|
382,760
|
|
||
Total stockholders
’
equity
|
|
382,805
|
|
|
387,435
|
|
||
Total liabilities and stockholders
’
equity
|
|
$
|
843,941
|
|
|
$
|
910,615
|
|
|
|
Year Ended
|
||||||||||
|
|
December 30, 2018
|
|
December 31, 2017
|
|
December 25, 2016
|
||||||
Revenues:
|
|
|
|
|
|
|
||||||
Restaurant revenue
|
|
$
|
1,316,209
|
|
|
$
|
1,365,060
|
|
|
$
|
1,280,669
|
|
Franchise revenue
|
|
17,409
|
|
|
17,681
|
|
|
17,955
|
|
|||
Other revenue
|
|
4,945
|
|
|
4,825
|
|
|
4,563
|
|
|||
Total revenues
|
|
1,338,563
|
|
|
1,387,566
|
|
|
1,303,187
|
|
|||
Costs and expenses:
|
|
|
|
|
|
|
||||||
Restaurant operating costs (excluding depreciation and amortization shown separately below):
|
|
|
|
|
|
|
||||||
Cost of sales
|
|
313,504
|
|
|
320,355
|
|
|
298,249
|
|
|||
Labor (includes $245, $346, and $181 of stock-based compensation)
|
|
456,262
|
|
|
475,432
|
|
|
439,232
|
|
|||
Other operating
|
|
182,084
|
|
|
178,309
|
|
|
167,727
|
|
|||
Occupancy
|
|
114,146
|
|
|
112,753
|
|
|
107,408
|
|
|||
Depreciation and amortization
|
|
95,371
|
|
|
92,545
|
|
|
86,695
|
|
|||
Selling, general, and administrative expenses (includes $3,803, $4,442, and $4,364 of stock-based compensation)
|
|
146,458
|
|
|
156,656
|
|
|
144,633
|
|
|||
Pre-opening and acquisition costs
|
|
2,092
|
|
|
5,570
|
|
|
8,025
|
|
|||
Other charges
|
|
39,131
|
|
|
6,914
|
|
|
39,648
|
|
|||
Total costs and expenses
|
|
1,349,048
|
|
|
1,348,534
|
|
|
1,291,617
|
|
|||
(Loss) income from operations
|
|
(10,485
|
)
|
|
39,032
|
|
|
11,570
|
|
|||
Other (income) expense:
|
|
|
|
|
|
|
||||||
Interest expense
|
|
10,704
|
|
|
10,955
|
|
|
7,239
|
|
|||
Interest (income) and other, net
|
|
221
|
|
|
(943
|
)
|
|
(457
|
)
|
|||
Total other expenses
|
|
10,925
|
|
|
10,012
|
|
|
6,782
|
|
|||
(Loss) income before income taxes
|
|
(21,410
|
)
|
|
29,020
|
|
|
4,788
|
|
|||
Income tax benefit
|
|
(14,991
|
)
|
|
(999
|
)
|
|
(6,937
|
)
|
|||
Net (loss) income
|
|
$
|
(6,419
|
)
|
|
$
|
30,019
|
|
|
$
|
11,725
|
|
(Loss) earnings per share:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
(0.49
|
)
|
|
$
|
2.33
|
|
|
$
|
0.88
|
|
Diluted
|
|
$
|
(0.49
|
)
|
|
$
|
2.31
|
|
|
$
|
0.87
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
||||||
Basic
|
|
12,976
|
|
|
12,899
|
|
|
13,332
|
|
|||
Diluted
|
|
12,976
|
|
|
12,998
|
|
|
13,462
|
|
|||
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
||||||
Other comprehensive (loss) income:
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
|
$
|
(1,235
|
)
|
|
$
|
1,442
|
|
|
$
|
371
|
|
Other comprehensive (loss) income, net of tax
|
|
(1,235
|
)
|
|
1,442
|
|
|
371
|
|
|||
Total comprehensive (loss) income
|
|
(7,654
|
)
|
|
31,461
|
|
|
12,096
|
|
|||
|
|
|
|
|
|
|
|
|
Common Stock
|
|
Treasury Stock
|
|
|
|
Accumulated
Other
Comprehensive
Loss,
net of tax
|
|
|
|
|
||||||||||||||||||
|
|
Paid-in
Capital
|
|
|
Retained
Earnings
|
|
|
|||||||||||||||||||||||
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
Total
|
|||||||||||||||||||
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
|
|
||||||
Exercise of options, issuance of restricted stock, shares exchanged for exercise and tax, and stock issued through employee stock purchase plan
|
|
—
|
|
|
—
|
|
|
(126
|
)
|
|
5,235
|
|
|
(2,192
|
)
|
|
—
|
|
|
—
|
|
|
3,043
|
|
||||||
Non-cash stock compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,878
|
|
|
—
|
|
|
—
|
|
|
4,878
|
|
||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30,019
|
|
|
30,019
|
|
||||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,442
|
|
|
—
|
|
|
1,442
|
|
||||||
Balance, December 31, 2017
|
|
17,851
|
|
|
18
|
|
|
4,897
|
|
|
(202,485
|
)
|
|
210,708
|
|
|
(3,566
|
)
|
|
382,760
|
|
|
387,435
|
|
||||||
Exercise of options, issuance of restricted stock, shares exchanged for exercise and tax, and stock issued through employee stock purchase plan
|
|
—
|
|
|
—
|
|
|
(60
|
)
|
|
2,454
|
|
|
(2,007
|
)
|
|
—
|
|
|
—
|
|
|
447
|
|
||||||
Acquisition of treasury stock
|
|
—
|
|
|
—
|
|
|
43
|
|
|
(1,474
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,474
|
)
|
||||||
Non-cash stock compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,051
|
|
|
—
|
|
|
—
|
|
|
4,051
|
|
||||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,419
|
)
|
|
(6,419
|
)
|
||||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,235
|
)
|
|
—
|
|
|
(1,235
|
)
|
||||||
Balance, December 30, 2018
|
|
17,851
|
|
|
$
|
18
|
|
|
4,880
|
|
|
$
|
(201,505
|
)
|
|
$
|
212,752
|
|
|
$
|
(4,801
|
)
|
|
$
|
376,341
|
|
|
$
|
382,805
|
|
|
|
Year Ended
|
||||||||||
|
|
December 30, 2018
|
|
December 31, 2017
|
|
December 25, 2016
|
||||||
Cash Flows From Operating Activities:
|
|
|
|
|
|
|
||||||
Net (loss) income
|
|
$
|
(6,419
|
)
|
|
$
|
30,019
|
|
|
$
|
11,725
|
|
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
95,371
|
|
|
92,545
|
|
|
86,695
|
|
|||
Other charges - asset impairment and unpaid other charges
|
|
35,715
|
|
|
6,914
|
|
|
31,842
|
|
|||
Deferred income tax benefit
|
|
(18,613
|
)
|
|
(6,478
|
)
|
|
(11,929
|
)
|
|||
Stock-based compensation expense
|
|
4,048
|
|
|
4,788
|
|
|
4,545
|
|
|||
Other, net
|
|
(2,846
|
)
|
|
(2,983
|
)
|
|
(2,962
|
)
|
|||
Changes in operating assets and liabilities, net of effects of acquired business:
|
|
|
|
|
|
|
||||||
Accounts receivable
|
|
2,922
|
|
|
(609
|
)
|
|
6,802
|
|
|||
Prepaid expenses and other current assets
|
|
5,918
|
|
|
(4,105
|
)
|
|
(11,557
|
)
|
|||
Trade accounts payable and accrued liabilities
|
|
5,685
|
|
|
21,022
|
|
|
(22,385
|
)
|
|||
Unearned revenue
|
|
3,397
|
|
|
9,701
|
|
|
5,073
|
|
|||
Other operating assets and liabilities, net
|
|
1,117
|
|
|
5,793
|
|
|
1,108
|
|
|||
Net cash provided by operating activities
|
|
126,295
|
|
|
156,607
|
|
|
98,957
|
|
|||
Cash Flows From Investing Activities:
|
|
|
|
|
|
|
||||||
Purchases of property, equipment and intangible assets
|
|
(50,271
|
)
|
|
(83,531
|
)
|
|
(163,767
|
)
|
|||
Acquisition of franchise restaurants, net of cash acquired
|
|
—
|
|
|
—
|
|
|
(39,966
|
)
|
|||
Proceeds from sales of real estate and property, plant, and equipment and other
|
|
435
|
|
|
241
|
|
|
4,354
|
|
|||
Net cash used in investing activities
|
|
(49,836
|
)
|
|
(83,290
|
)
|
|
(199,379
|
)
|
|||
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
|
|
|
|||
Borrowings of long-term debt
|
|
215,500
|
|
|
186,550
|
|
|
366,500
|
|
|||
Payments of long-term debt and capital leases
|
|
(289,238
|
)
|
|
(257,215
|
)
|
|
(233,642
|
)
|
|||
Purchase of treasury stock
|
|
(1,474
|
)
|
|
—
|
|
|
(46,078
|
)
|
|||
Debt issuance costs
|
|
—
|
|
|
(664
|
)
|
|
(1,058
|
)
|
|||
Tax benefit from exercise of stock options
|
|
—
|
|
|
—
|
|
|
411
|
|
|||
Proceeds from exercise of stock options and employee stock purchase plan
|
|
914
|
|
|
3,405
|
|
|
3,200
|
|
|||
Net cash (used in) provided by financing activities
|
|
(74,298
|
)
|
|
(67,924
|
)
|
|
89,333
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
|
(1,306
|
)
|
|
589
|
|
|
116
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
|
$
|
855
|
|
|
$
|
5,982
|
|
|
$
|
(10,973
|
)
|
Cash and cash equivalents, beginning of year
|
|
17,714
|
|
|
11,732
|
|
|
22,705
|
|
|||
Cash and cash equivalents, end of year
|
|
$
|
18,569
|
|
|
$
|
17,714
|
|
|
$
|
11,732
|
|
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
|
|
|
2018
|
|
2017
|
|
2016
|
|||
Basic weighted average shares outstanding
|
|
12,976
|
|
|
12,899
|
|
|
13,332
|
|
Dilutive effect of stock options and awards
|
|
—
|
|
|
99
|
|
|
130
|
|
Diluted weighted average shares outstanding
|
|
12,976
|
|
|
12,998
|
|
|
13,462
|
|
|
|
|
|
|
|
|
|||
Awards excluded due to anti-dilutive effect on diluted earnings per share
|
|
427
|
|
|
329
|
|
|
229
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
December 30, 2018
|
|
December 31, 2017
|
|
December 25, 2016
|
||||||
Restaurant revenue
|
|
$
|
1,316,209
|
|
|
$
|
1,365,060
|
|
|
$
|
1,280,669
|
|
Franchise revenue
|
|
17,409
|
|
|
17,681
|
|
|
17,955
|
|
|||
Other revenue
|
|
4,945
|
|
|
4,825
|
|
|
4,563
|
|
|||
Total revenues
|
|
$
|
1,338,563
|
|
|
$
|
1,387,566
|
|
|
$
|
1,303,187
|
|
|
|
Fifty-two Weeks Ended
|
|
Fifty-three Weeks Ended
|
|
Fifty-two Weeks Ended
|
||||||
|
|
December 30, 2018
|
|
December 31, 2017
|
|
December 25, 2016
|
||||||
Gift card revenue
|
|
$
|
17,487
|
|
|
$
|
16,337
|
|
|
$
|
15,686
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Asset impairment and restaurant closure costs
|
|
$
|
28,127
|
|
|
$
|
6,914
|
|
|
$
|
34,426
|
|
Litigation contingencies
|
|
4,795
|
|
|
—
|
|
|
3,900
|
|
|||
Reorganization costs
|
|
3,273
|
|
|
—
|
|
|
1,322
|
|
|||
Smallwares disposal
|
|
2,936
|
|
|
—
|
|
|
—
|
|
|||
Other charges
|
|
$
|
39,131
|
|
|
$
|
6,914
|
|
|
$
|
39,648
|
|
|
|
2018
|
|
2017
|
||||
Land
|
|
$
|
41,850
|
|
|
$
|
41,850
|
|
Buildings
|
|
110,050
|
|
|
111,205
|
|
||
Leasehold improvements
|
|
706,648
|
|
|
721,369
|
|
||
Furniture, fixtures and equipment
|
|
395,438
|
|
|
385,227
|
|
||
Construction in progress
|
|
8,731
|
|
|
18,639
|
|
||
|
|
1,262,717
|
|
|
1,278,290
|
|
||
Accumulated depreciation and amortization
|
|
(697,575
|
)
|
|
(640,139
|
)
|
||
Property and equipment, net
|
|
$
|
565,142
|
|
|
$
|
638,151
|
|
|
|
2018
|
|
2017
|
||||
Balance at beginning of year
|
|
$
|
96,979
|
|
|
$
|
95,935
|
|
Acquisition
|
|
—
|
|
|
—
|
|
||
Foreign currency translation adjustment
|
|
(1,141
|
)
|
|
1,044
|
|
||
Balance at end of year
|
|
$
|
95,838
|
|
|
$
|
96,979
|
|
|
|
2018
|
|
2017
|
||||||||||||||||||||
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
||||||||||||
Intangible assets subject to amortization:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Franchise rights
|
|
$
|
54,404
|
|
|
$
|
(33,160
|
)
|
|
$
|
21,244
|
|
|
$
|
54,447
|
|
|
$
|
(29,685
|
)
|
|
$
|
24,762
|
|
Leasehold interests
|
|
13,001
|
|
|
(8,136
|
)
|
|
4,865
|
|
|
13,001
|
|
|
(7,459
|
)
|
|
5,542
|
|
||||||
Liquor licenses and other
|
|
10,810
|
|
|
(9,770
|
)
|
|
1,040
|
|
|
10,148
|
|
|
(9,667
|
)
|
|
481
|
|
||||||
|
|
$
|
78,215
|
|
|
$
|
(51,066
|
)
|
|
$
|
27,149
|
|
|
$
|
77,596
|
|
|
$
|
(46,811
|
)
|
|
$
|
30,785
|
|
Indefinite-lived intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liquor licenses
|
|
$
|
7,460
|
|
|
$
|
—
|
|
|
$
|
7,460
|
|
|
$
|
7,488
|
|
|
$
|
—
|
|
|
$
|
7,488
|
|
Intangible assets, net
|
|
$
|
85,675
|
|
|
$
|
(51,066
|
)
|
|
$
|
34,609
|
|
|
$
|
85,084
|
|
|
$
|
(46,811
|
)
|
|
$
|
38,273
|
|
2019
|
$
|
4,285
|
|
2020
|
3,770
|
|
|
2021
|
3,341
|
|
|
2022
|
2,897
|
|
|
2023
|
2,647
|
|
|
Thereafter
|
10,209
|
|
|
|
$
|
27,149
|
|
|
|
2018
|
|
2017
|
||||
Payroll and payroll-related taxes
|
|
$
|
18,192
|
|
|
$
|
10,363
|
|
Corporate and restaurant incentive compensation
|
|
4,227
|
|
|
8,579
|
|
||
Workers compensation insurance
|
|
6,825
|
|
|
6,141
|
|
||
Accrued vacation
|
|
5,753
|
|
|
5,581
|
|
||
Other
|
|
2,925
|
|
|
2,113
|
|
||
|
|
$
|
37,922
|
|
|
$
|
32,777
|
|
|
|
2018
|
|
2017
|
||||
State and city sales taxes
|
|
$
|
5,798
|
|
|
$
|
10,449
|
|
General liability insurance
|
|
6,826
|
|
|
8,727
|
|
||
Legal
|
|
4,910
|
|
|
484
|
|
||
Real estate, personal property, state income and other taxes payable
|
|
4,522
|
|
|
3,631
|
|
||
Utilities
|
|
2,915
|
|
|
3,042
|
|
||
Other
|
|
13,872
|
|
|
9,967
|
|
||
|
|
$
|
38,843
|
|
|
$
|
36,300
|
|
|
|
2018
|
|
2017
|
||||||||||
|
|
Borrowings
|
|
Weighted
Average
Interest Rate
|
|
Borrowings
|
|
Weighted
Average
Interest Rate
|
||||||
Revolving credit facility and other long-term debt
|
|
$
|
193,375
|
|
|
3.20
|
%
|
|
$
|
266,375
|
|
|
3.50
|
%
|
Capital lease obligations
|
|
10,200
|
|
|
4.60
|
%
|
|
10,938
|
|
|
4.68
|
%
|
||
Total debt and capital lease obligations
|
|
203,575
|
|
|
|
|
|
277,313
|
|
|
|
|||
Less: Current portion
|
|
(786
|
)
|
|
|
|
|
(741
|
)
|
|
|
|
||
Long-term debt and capital lease obligations
|
|
$
|
202,789
|
|
|
|
|
|
$
|
276,572
|
|
|
|
|
2019
|
$
|
786
|
|
2020
|
837
|
|
|
2021
|
193,391
|
|
|
2022
|
762
|
|
|
2023
|
750
|
|
|
Thereafter
|
7,049
|
|
|
|
$
|
203,575
|
|
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 30, 2018
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Investments in rabbi trust
|
|
$
|
8,198
|
|
|
$
|
8,198
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total assets measured at fair value
|
|
$
|
8,198
|
|
|
$
|
8,198
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
December 31, 2017
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Investments in rabbi trust
|
|
$
|
9,292
|
|
|
$
|
9,292
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total assets measured at fair value
|
|
$
|
9,292
|
|
|
$
|
9,292
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
December 30, 2018
|
|
December 31, 2017
|
||||||||||||
|
|
Carrying Value
|
|
Estimated Fair Value
|
|
Carrying Value
|
|
Estimated Fair Value
|
||||||||
Capital lease obligations
|
|
$
|
10,200
|
|
|
$
|
10,143
|
|
|
$
|
10,938
|
|
|
$
|
11,563
|
|
(In thousands)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Cash paid during the year for:
|
|
|
|
|
|
|
||||||
Income taxes
|
|
$
|
2,486
|
|
|
$
|
3,999
|
|
|
$
|
4,651
|
|
Interest, net of amounts capitalized
|
|
10,013
|
|
|
10,372
|
|
|
6,462
|
|
|||
Non-cash investing and financing activities:
|
|
|
|
|
|
|
||||||
Change in construction related payables
|
|
(507
|
)
|
|
(5,951
|
)
|
|
(15,830
|
)
|
|||
Capital lease obligations incurred for real estate and equipment purchases
|
|
—
|
|
|
140
|
|
|
4,133
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
|
|
|
|
|
||||||
U.S.
|
|
$
|
(16,045
|
)
|
|
$
|
32,208
|
|
|
$
|
7,806
|
|
Foreign
|
|
(5,365
|
)
|
|
(3,188
|
)
|
|
(3,018
|
)
|
|||
|
|
$
|
(21,410
|
)
|
|
$
|
29,020
|
|
|
$
|
4,788
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Current:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
2,043
|
|
|
$
|
2,304
|
|
|
$
|
2,503
|
|
State
|
|
1,579
|
|
|
3,175
|
|
|
2,078
|
|
|||
Foreign
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Deferred:
|
|
|
|
|
|
|
||||||
Federal
|
|
(16,688
|
)
|
|
(6,045
|
)
|
|
(9,407
|
)
|
|||
State
|
|
(2,068
|
)
|
|
(680
|
)
|
|
(2,300
|
)
|
|||
Foreign
|
|
143
|
|
|
247
|
|
|
189
|
|
|||
|
|
$
|
(14,991
|
)
|
|
$
|
(999
|
)
|
|
$
|
(6,937
|
)
|
|
|
2018
|
|
2017
|
||||
Deferred tax assets and (liabilities), net:
|
|
|
|
|
||||
Deferred rent
|
|
$
|
14,603
|
|
|
$
|
14,024
|
|
Stock-based compensation
|
|
5,434
|
|
|
5,267
|
|
||
General business and other tax credits
|
|
25,872
|
|
|
18,269
|
|
||
Accrued compensation and related costs
|
|
5,938
|
|
|
6,496
|
|
||
Advanced payments
|
|
3,783
|
|
|
2,846
|
|
||
Other non-current deferred tax assets
|
|
5,412
|
|
|
5,250
|
|
||
Other non-current deferred tax liabilities
|
|
(2,605
|
)
|
|
(2,013
|
)
|
||
Goodwill
|
|
(11,440
|
)
|
|
(9,850
|
)
|
||
Property and equipment
|
|
3,698
|
|
|
(8,027
|
)
|
||
Franchise rights
|
|
437
|
|
|
(23
|
)
|
||
Prepaid expenses
|
|
(3,600
|
)
|
|
(4,157
|
)
|
||
Supplies inventory
|
|
(4,514
|
)
|
|
(5,150
|
)
|
||
Subtotal
|
|
43,018
|
|
|
22,932
|
|
||
Valuation allowance
|
|
(5,177
|
)
|
|
(3,742
|
)
|
||
Net deferred tax asset
|
|
37,841
|
|
|
19,190
|
|
||
Non-current deferred tax asset
|
|
38,688
|
|
|
19,932
|
|
||
Non-current deferred tax liability
|
|
(847
|
)
|
|
(742
|
)
|
||
Total
|
|
$
|
37,841
|
|
|
$
|
19,190
|
|
|
|
2018
|
|
2017
|
||||
Beginning of year
|
|
$
|
287
|
|
|
$
|
170
|
|
Increase due to current year tax positions
|
|
82
|
|
|
172
|
|
||
Due to decrease to a position taken in a prior year
|
|
(7
|
)
|
|
(2
|
)
|
||
Settlements
|
|
(21
|
)
|
|
(11
|
)
|
||
Reductions related to lapses
|
|
(37
|
)
|
|
(42
|
)
|
||
End of year
|
|
$
|
304
|
|
|
$
|
287
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Minimum rent
|
|
$
|
78,259
|
|
|
$
|
77,778
|
|
|
$
|
73,605
|
|
Contingent rent
|
|
1,299
|
|
|
1,604
|
|
|
1,676
|
|
|||
Equipment rent under operating leases
|
|
1,122
|
|
|
1,024
|
|
|
1,052
|
|
|||
|
|
$
|
80,680
|
|
|
$
|
80,406
|
|
|
$
|
76,333
|
|
|
|
Capital
Leases
|
|
Operating
Leases
|
||||
2019
|
|
$
|
1,234
|
|
|
$
|
80,367
|
|
2020
|
|
1,242
|
|
|
76,936
|
|
||
2021
|
|
1,240
|
|
|
70,419
|
|
||
2022
|
|
1,063
|
|
|
61,649
|
|
||
2023
|
|
1,019
|
|
|
54,121
|
|
||
Thereafter
|
|
7,552
|
|
|
206,879
|
|
||
Total
|
|
13,350
|
|
|
$
|
550,371
|
|
|
Less amount representing interest
|
|
(3,150
|
)
|
|
|
|
||
Present value of future minimum lease payments
|
|
10,200
|
|
|
|
|
||
Less current portion
|
|
(786
|
)
|
|
|
|
||
Long-term capital lease obligations
|
|
$
|
9,414
|
|
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Franchise revenue:
|
|
|
|
|
|
||||||
Royalty income
|
$
|
17,403
|
|
|
$
|
17,656
|
|
|
$
|
17,942
|
|
Franchise fees
|
6
|
|
|
25
|
|
|
13
|
|
|||
Total franchise revenue
|
$
|
17,409
|
|
|
$
|
17,681
|
|
|
$
|
17,955
|
|
|
|
Stock Options
|
|||||
|
|
Shares
|
|
Weighted Average Exercise Price
|
|||
Outstanding, December 31, 2017
|
|
469
|
|
|
$
|
54.60
|
|
Granted
|
|
128
|
|
|
60.42
|
|
|
Forfeited/expired
|
|
(95
|
)
|
|
57.98
|
|
|
Exercised
|
|
(19
|
)
|
|
26.12
|
|
|
Outstanding, December 30, 2018
|
|
483
|
|
|
$
|
56.62
|
|
|
|
Shares
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Years of
Contractual
Life
|
|
Aggregate
Intrinsic Value
|
|||||
Outstanding as of December 30, 2018
|
|
483
|
|
|
$
|
56.62
|
|
|
6.82
|
|
$
|
67
|
|
Vested and expected to vest as of December 30, 2018
(1)
|
|
444
|
|
|
$
|
56.62
|
|
|
6.66
|
|
$
|
67
|
|
Exercisable as of December 30, 2018
|
|
246
|
|
|
$
|
55.59
|
|
|
5.36
|
|
$
|
67
|
|
|
2018
|
|
2017
|
|
2016
|
|
|||||||||
Risk-free interest rate
|
2.5
|
|
%
|
|
1.8
|
|
%
|
|
1.2
|
|
%
|
|
|||
Expected years until exercise
|
3.2
|
|
|
|
5.0
|
|
|
|
4.5
|
|
|
|
|||
Expected stock volatility
|
43.4
|
|
%
|
|
37.9
|
|
%
|
|
39.0
|
|
%
|
|
|||
Dividend yield
|
—
|
|
%
|
|
—
|
|
%
|
|
—
|
|
%
|
|
|||
Weighted average Black-Scholes fair value per share at date of grant
|
$
|
16.56
|
|
|
|
$
|
17.11
|
|
|
|
$
|
20.45
|
|
|
|
Total intrinsic value of options exercised (in thousands)
|
$
|
390
|
|
|
|
$
|
1,676
|
|
|
|
$
|
2,624
|
|
|
|
|
|
Restricted Stock Units
|
|||||
|
|
Shares
|
|
Weighted Average Grant-Date Fair Value (per share)
|
|||
Outstanding, December 31, 2017
|
|
102
|
|
|
$
|
57.51
|
|
Awarded
|
|
80
|
|
|
52.64
|
|
|
Forfeited
|
|
(24
|
)
|
|
55.09
|
|
|
Vested
|
|
(39
|
)
|
|
62.51
|
|
|
Outstanding, December 30, 2018
|
|
119
|
|
|
$
|
53.13
|
|
|
|
Performance Stock Units
|
|||||
|
|
Shares
|
|
Weighted Average Grant-Date Fair Value (per share)
|
|||
Outstanding, December 31, 2017
|
|
30
|
|
|
$
|
48.87
|
|
Awarded
|
|
38
|
|
|
61.25
|
|
|
Forfeited
|
|
(5
|
)
|
|
61.25
|
|
|
Vested
|
|
—
|
|
|
—
|
|
|
Outstanding, December 30, 2018
|
|
63
|
|
|
$
|
55.35
|
|
2018
|
|
Q1
(16 weeks) |
|
Q2
(12 weeks) |
|
Q3
(12 weeks) |
|
Q4
(12 weeks) |
|
2018
(52 weeks) |
||||||||||
Total revenues
|
|
$
|
421,519
|
|
|
$
|
315,388
|
|
|
$
|
294,877
|
|
|
$
|
306,779
|
|
|
$
|
1,338,563
|
|
Income (loss) from operations
|
|
$
|
7,019
|
|
|
$
|
(4,214
|
)
|
|
$
|
1,805
|
|
|
$
|
(15,095
|
)
|
|
$
|
(10,485
|
)
|
Net income (loss)
|
|
$
|
4,380
|
|
|
$
|
(1,874
|
)
|
|
$
|
1,709
|
|
|
$
|
(10,634
|
)
|
|
$
|
(6,419
|
)
|
Basic earnings (loss) per share
|
|
$
|
0.34
|
|
|
$
|
(0.14
|
)
|
|
$
|
0.13
|
|
|
$
|
(0.82
|
)
|
|
$
|
(0.49
|
)
|
Diluted earnings (loss) per share
|
|
$
|
0.34
|
|
|
$
|
(0.14
|
)
|
|
$
|
0.13
|
|
|
$
|
(0.82
|
)
|
|
$
|
(0.49
|
)
|
2017
|
|
Q1
(16 weeks) |
|
Q2
(12 weeks) |
|
Q3
(12 weeks) |
|
Q4
(13 weeks) |
|
2017 (53 weeks)
|
||||||||||
Total revenues
|
|
$
|
420,629
|
|
|
$
|
317,310
|
|
|
$
|
305,700
|
|
|
$
|
343,927
|
|
|
$
|
1,387,566
|
|
Income from operations
|
|
$
|
17,458
|
|
|
$
|
9,366
|
|
|
$
|
4,056
|
|
|
$
|
8,152
|
|
|
$
|
39,032
|
|
Net income
|
|
$
|
11,567
|
|
|
$
|
6,931
|
|
|
$
|
2,714
|
|
|
$
|
8,807
|
|
|
$
|
30,019
|
|
Basic earnings per share
|
|
$
|
0.90
|
|
|
$
|
0.54
|
|
|
$
|
0.21
|
|
|
$
|
0.68
|
|
|
$
|
2.33
|
|
Diluted earnings per share
|
|
$
|
0.89
|
|
|
$
|
0.53
|
|
|
$
|
0.21
|
|
|
$
|
0.68
|
|
|
$
|
2.31
|
|
•
|
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 “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
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
Exhibit
Number
|
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Description
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Exhibit
Number
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Description
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(10.31)
*
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( )
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Exhibits previously filed in the Company’s periodic filings as specifically noted.
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*
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Executive compensation plans and arrangements.
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RED ROBIN GOURMET BURGERS, INC.
(Registrant)
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February 26, 2019
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By:
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/s/ DENNY MARIE POST
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(Date)
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Denny Marie Post
(Chief Executive Officer)
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Signature
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Title
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Date
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/s/ DENNY MARIE POST
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President and Chief Executive Officer (Principal Executive Officer and Director)
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February 26, 2019
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Denny Marie Post
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/s/ LYNN S. SCHWEINFURTH
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Executive Vice President and Chief Financial Officer (Principal Financial Officer)
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February 26, 2019
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Lynn S. Schweinfurth
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/s/ DAVE HANSEN
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Chief Accounting Officer (Principal Accounting Officer)
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February 26, 2019
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Dave Hansen
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/s/ PATTYE L. MOORE
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Chairperson of the Board
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February 26, 2019
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Pattye L. Moore
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/s/ CAMMIE W. DUNAWAY
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Director
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February 26, 2019
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Cammie W. Dunaway
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/s/ GLENN B. KAUFMAN
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Director
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February 26, 2019
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Glenn B. Kaufman
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/s/ AYLWIN B. LEWIS
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Director
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February 26, 2019
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Aylwin B. Lewis
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/s/ STUART I. ORAN
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Director
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February 26, 2019
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Stuart I. Oran
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/s/ KALEN F. HOLMES
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Director
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February 26, 2019
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Kalen F. Holmes
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/s/ STEVEN K. LUMPKIN
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Director
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February 26, 2019
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Steven K. Lumpkin
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RED ROBIN GOURMET BURGERS, INC.
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By:__
/s/ Denny Marie Post
____________
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Name: Denny Marie Post
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Title: President and Chief Executive
Officer
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EXECUTIVE:
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_
/s/ Lynn S. Schweinfurth
_____________
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Lynn S. Schweinfurth
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1.
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I have reviewed this
2018
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.
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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:
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(a)
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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;
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(c)
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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)
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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):
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(a)
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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 26, 2019
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/s/ DENNY MARIE POST
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(Date)
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Denny Marie Post
Chief Executive Officer
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1.
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I have reviewed this
2018
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;
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3.
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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:
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(a)
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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;
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(c)
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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)
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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):
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(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 26, 2019
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/s/ LYNN S. SCHWEINFURTH
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(Date)
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Lynn S. Schweinfurth
Chief Financial Officer
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(a)
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the Annual Report on Form 10-K for the period ended
December 30, 2018
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)
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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:
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February 26, 2019
|
|
/s/ DENNY MARIE POST
|
|
|
|
Denny Marie Post
Chief Executive Officer
|
|
|
|
|
Dated:
|
February 26, 2019
|
|
/s/ LYNN S. SCHWEINFURTH
|
|
|
|
Lynn S. Schweinfurth
Chief Financial Officer
|