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ý
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
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
|
|
84-1573084
|
(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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6312 S. Fiddler’s Green Circle, Suite 200 N
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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
o
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Emerging growth company
o
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Title of each class
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Trading symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.001 par value
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|
RRGB
|
|
NASDAQ (Global Select Market)
|
|
|
Page
|
|
||
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Condensed Consolidated Statements of
Operations and Comprehensive Income
|
|
|
Condensed Consolidated Statements of Stockholders' Equity
|
|
|
||
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||
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(Unaudited)
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||||
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April 21, 2019
|
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December 30, 2018
|
||||
Assets:
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
22,959
|
|
|
$
|
18,569
|
|
Accounts receivable, net
|
|
12,626
|
|
|
25,034
|
|
||
Inventories
|
|
28,115
|
|
|
27,370
|
|
||
Prepaid expenses and other current assets
|
|
22,224
|
|
|
27,576
|
|
||
Total current assets
|
|
85,924
|
|
|
98,549
|
|
||
Property and equipment, net
|
|
541,161
|
|
|
565,142
|
|
||
Right of use assets, net
|
|
460,815
|
|
|
—
|
|
||
Goodwill
|
|
96,080
|
|
|
95,838
|
|
||
Intangible assets, net
|
|
33,287
|
|
|
34,609
|
|
||
Other assets, net
|
|
53,128
|
|
|
49,803
|
|
||
Total assets
|
|
$
|
1,270,395
|
|
|
$
|
843,941
|
|
Liabilities and stockholders
’
equity:
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
33,783
|
|
|
$
|
39,024
|
|
Accrued payroll and payroll-related liabilities
|
|
40,051
|
|
|
37,922
|
|
||
Unearned revenue
|
|
41,239
|
|
|
55,360
|
|
||
Short-term portion of lease obligations
|
|
42,081
|
|
|
786
|
|
||
Accrued liabilities and other
|
|
38,423
|
|
|
38,057
|
|
||
Total current liabilities
|
|
195,577
|
|
|
171,149
|
|
||
Deferred rent
|
|
—
|
|
|
75,675
|
|
||
Long-term debt
|
|
183,375
|
|
|
193,375
|
|
||
Long-term portion of lease obligations
|
|
513,520
|
|
|
9,414
|
|
||
Other non-current liabilities
|
|
10,337
|
|
|
11,523
|
|
||
Total liabilities
|
|
902,809
|
|
|
461,136
|
|
||
Stockholders
’
equity:
|
|
|
|
|
||||
Common stock; $0.001 par value: 45,000 shares authorized; 17,851 and 17,851 shares issued; 12,972 and 12,971 shares outstanding
|
|
18
|
|
|
18
|
|
||
Preferred stock, $0.001 par value: 3,000 shares authorized; no shares issued and outstanding
|
|
—
|
|
|
—
|
|
||
Treasury stock 4,879 and 4,880 shares, at cost
|
|
(201,135
|
)
|
|
(201,505
|
)
|
||
Paid-in capital
|
|
212,025
|
|
|
212,752
|
|
||
Accumulated other comprehensive loss, net of tax
|
|
(5,130
|
)
|
|
(4,801
|
)
|
||
Retained earnings
|
|
361,808
|
|
|
376,341
|
|
||
Total stockholders’ equity
|
|
367,586
|
|
|
382,805
|
|
||
Total liabilities and stockholders
’
equity
|
|
$
|
1,270,395
|
|
|
$
|
843,941
|
|
|
|
Sixteen Weeks Ended
|
||||||
|
|
April 21, 2019
|
|
April 22, 2018
|
||||
Revenues:
|
|
|
|
|
||||
Restaurant revenue
|
|
$
|
400,484
|
|
|
$
|
414,702
|
|
Franchise and other revenues
|
|
9,382
|
|
|
6,817
|
|
||
Total revenues
|
|
409,866
|
|
|
421,519
|
|
||
Costs and expenses:
|
|
|
|
|
||||
Restaurant operating costs (excluding depreciation and amortization shown separately below):
|
|
|
|
|
||||
Cost of sales
|
|
93,715
|
|
|
98,515
|
|
||
Labor
|
|
142,894
|
|
|
143,015
|
|
||
Other operating
|
|
55,565
|
|
|
55,025
|
|
||
Occupancy
|
|
35,020
|
|
|
35,010
|
|
||
Depreciation and amortization
|
|
28,438
|
|
|
29,193
|
|
||
Selling, general, and administrative expenses
|
|
48,116
|
|
|
46,318
|
|
||
Pre-opening costs
|
|
319
|
|
|
1,137
|
|
||
Other charges
|
|
2,398
|
|
|
6,287
|
|
||
Total costs and expenses
|
|
406,465
|
|
|
414,500
|
|
||
|
|
|
|
|
||||
Income from operations
|
|
3,401
|
|
|
7,019
|
|
||
Other expense:
|
|
|
|
|
||||
Interest expense, net and other
|
|
3,238
|
|
|
3,407
|
|
||
Income before income taxes
|
|
163
|
|
|
3,612
|
|
||
Income tax benefit
|
|
(476
|
)
|
|
(768
|
)
|
||
Net income
|
|
$
|
639
|
|
|
$
|
4,380
|
|
Earnings per share:
|
|
|
|
|
||||
Basic
|
|
$
|
0.05
|
|
|
$
|
0.34
|
|
Diluted
|
|
$
|
0.05
|
|
|
$
|
0.34
|
|
Weighted average shares outstanding:
|
|
|
|
|
||||
Basic
|
|
12,967
|
|
|
12,960
|
|
||
Diluted
|
|
13,041
|
|
|
13,065
|
|
||
|
|
|
|
|
||||
Other comprehensive income:
|
|
|
|
|
||||
Foreign currency translation adjustment
|
|
$
|
(329
|
)
|
|
$
|
(273
|
)
|
Other comprehensive loss, net of tax
|
|
(329
|
)
|
|
(273
|
)
|
||
Total comprehensive income
|
|
$
|
310
|
|
|
$
|
4,107
|
|
|
|
Common Stock
|
|
Treasury Stock
|
|
|
|
Accumulated
Other Comprehensive Loss, net of tax |
|
|
|
|
|||||||||||||||||
|
|
Paid-in
Capital |
|
|
Retained
Earnings |
|
|
||||||||||||||||||||||
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
Total
|
||||||||||||||||||
Balance, December 30, 2018
|
|
17,851
|
|
|
18
|
|
|
4,880
|
|
|
$
|
(201,505
|
)
|
|
$
|
212,752
|
|
|
$
|
(4,801
|
)
|
|
$
|
376,341
|
|
|
$
|
382,805
|
|
Exercise of options, issuance of restricted stock, shares exchanged for exercise and tax, and stock issued through employee stock purchase plan
|
|
—
|
|
|
—
|
|
|
(32
|
)
|
|
1,344
|
|
|
(1,204
|
)
|
|
—
|
|
|
—
|
|
|
140
|
|
|||||
Acquisition of treasury stock
|
|
—
|
|
|
—
|
|
|
31
|
|
|
(974
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(974
|
)
|
|||||
Non-cash stock compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
477
|
|
|
—
|
|
|
—
|
|
|
477
|
|
|||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
639
|
|
|
639
|
|
|||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(329
|
)
|
|
—
|
|
|
(329
|
)
|
|||||
Topic 842 transition impairment, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,172
|
)
|
|
(15,172
|
)
|
|||||
Balance, April 21, 2019
|
|
17,851
|
|
|
18
|
|
|
4,879
|
|
|
$
|
(201,135
|
)
|
|
$
|
212,025
|
|
|
$
|
(5,130
|
)
|
|
$
|
361,808
|
|
|
$
|
367,586
|
|
|
|
Common Stock
|
|
Treasury Stock
|
|
|
|
Accumulated
Other Comprehensive Loss, net of tax |
|
|
|
|
|||||||||||||||||
|
|
Paid-in
Capital |
|
|
Retained
Earnings |
|
|
||||||||||||||||||||||
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
Total
|
||||||||||||||||||
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
|
|
—
|
|
|
—
|
|
|
(26
|
)
|
|
1,042
|
|
|
(1,167
|
)
|
|
—
|
|
|
—
|
|
|
(125
|
)
|
|||||
Non-cash stock compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,287
|
|
|
—
|
|
|
—
|
|
|
1,287
|
|
|||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,380
|
|
|
4,380
|
|
|||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(273
|
)
|
|
—
|
|
|
(273
|
)
|
|||||
Balance, April 22, 2018
|
|
17,851
|
|
|
18
|
|
|
4,871
|
|
|
$
|
(201,443
|
)
|
|
$
|
210,828
|
|
|
$
|
(3,839
|
)
|
|
$
|
387,140
|
|
|
$
|
392,704
|
|
|
|
Sixteen Weeks Ended
|
||||||
|
|
April 21, 2019
|
|
April 22, 2018
|
||||
Cash flows from operating activities:
|
|
|
|
|
||||
Net income
|
|
$
|
639
|
|
|
$
|
4,380
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
28,438
|
|
|
29,193
|
|
||
Unpaid other charges
|
|
1,859
|
|
|
4,000
|
|
||
Stock-based compensation expense
|
|
475
|
|
|
1,287
|
|
||
Other, net
|
|
(4,269
|
)
|
|
(1,941
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
||||
Accounts receivable
|
|
12,444
|
|
|
14,576
|
|
||
Prepaid expenses and other current assets
|
|
(1,952
|
)
|
|
15,622
|
|
||
Trade accounts payable and accrued liabilities
|
|
(5,576
|
)
|
|
1,187
|
|
||
Unearned revenue
|
|
(10,453
|
)
|
|
(11,546
|
)
|
||
Other operating assets and liabilities, net
|
|
3,686
|
|
|
287
|
|
||
Net cash provided by operating activities
|
|
25,291
|
|
|
57,045
|
|
||
Cash flows from investing activities:
|
|
|
|
|
||||
Purchases of property, equipment, and intangible assets
|
|
(10,195
|
)
|
|
(15,874
|
)
|
||
Proceeds from sales of real estate and property, plant, and equipment and other investing activities
|
|
118
|
|
|
115
|
|
||
Net cash used in investing activities
|
|
(10,077
|
)
|
|
(15,759
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
||||
Borrowings of long-term debt
|
|
111,000
|
|
|
69,000
|
|
||
Payments of long-term debt and finance leases
|
|
(121,239
|
)
|
|
(104,183
|
)
|
||
Purchase of treasury stock
|
|
(974
|
)
|
|
—
|
|
||
Proceeds from exercise of stock options and employee stock purchase plan
|
|
368
|
|
|
295
|
|
||
Net cash used in financing activities
|
|
(10,845
|
)
|
|
(34,888
|
)
|
||
Effect of exchange rate changes on cash
|
|
21
|
|
|
(439
|
)
|
||
Net change in cash and cash equivalents
|
|
4,390
|
|
|
5,959
|
|
||
Cash and cash equivalents, beginning of period
|
|
18,569
|
|
|
17,714
|
|
||
Cash and cash equivalents, end of period
|
|
$
|
22,959
|
|
|
$
|
23,673
|
|
|
|
|
|
|
||||
Supplemental disclosure of cash flow information
|
|
|
|
|
||||
Income taxes paid
|
|
$
|
2,492
|
|
|
$
|
213
|
|
Interest paid, net of amounts capitalized
|
|
$
|
3,481
|
|
|
$
|
3,085
|
|
Change in construction related payables
|
|
$
|
635
|
|
|
$
|
1,151
|
|
|
|
Sixteen Weeks Ended
|
||||||
|
|
April 21, 2019
|
|
April 22, 2018
|
||||
Restaurant revenue
|
|
$
|
400,484
|
|
|
$
|
414,702
|
|
Franchise revenue
|
|
5,363
|
|
|
5,443
|
|
||
Other revenue
|
|
4,019
|
|
|
1,374
|
|
||
Total revenues
|
|
$
|
409,866
|
|
|
$
|
421,519
|
|
|
|
Sixteen Weeks Ended
|
||||||
|
|
April 21, 2019
|
|
April 22, 2018
|
||||
Gift card revenue
|
|
$
|
16,097
|
|
|
$
|
13,988
|
|
|
|
Balance at
|
|
Adjustments due to Topic 842
|
|
Balance at
|
||||||
|
|
December 30, 2018
|
|
|
December 31, 2018
|
|||||||
Balance sheet
|
|
|
|
|
|
|
||||||
Non-current assets
|
|
|
|
|
|
|
||||||
Right of use assets, net
|
|
$
|
—
|
|
|
$
|
478,268
|
|
|
$
|
478,268
|
|
Prepaid expenses and other current assets
|
|
27,576
|
|
|
(6,592
|
)
|
|
20,984
|
|
|||
|
|
|
|
|
|
|
||||||
Current liabilities
|
|
|
|
|
|
|
||||||
Short-term portion of lease obligations
|
|
786
|
|
|
40,606
|
|
|
41,392
|
|
|||
Non-current liabilities
|
|
|
|
|
|
|
||||||
Deferred Rent
|
|
75,675
|
|
|
(75,675
|
)
|
|
—
|
|
|||
Long-term portion of lease obligations
|
|
9,414
|
|
|
506,745
|
|
|
516,159
|
|
|||
|
|
|
|
|
|
|
||||||
Stockholders’ equity:
|
|
|
|
|
|
|
||||||
Retained earnings
|
|
$
|
376,341
|
|
|
$
|
(15,172
|
)
|
|
$
|
361,169
|
|
|
|
Finance
|
|
Operating
|
|
Total
|
||||||
Right of use assets, net
|
|
$
|
9,086
|
|
|
$
|
451,729
|
|
|
$
|
460,815
|
|
|
|
|
|
|
|
|
||||||
Short-term portion of lease obligations
|
|
914
|
|
|
41,167
|
|
|
42,081
|
|
|||
Long-term portion of lease obligations
|
|
10,708
|
|
|
502,812
|
|
|
513,520
|
|
|||
Total
|
|
$
|
11,622
|
|
|
$
|
543,979
|
|
|
$
|
555,601
|
|
|
|
Sixteen Weeks Ended
|
||
|
|
April 21, 2019
|
||
Operating lease cost
|
|
$
|
23,672
|
|
Finance lease cost
|
|
|
||
Amortization of right of use assets
|
|
248
|
|
|
Interest on lease liabilities
|
|
169
|
|
|
Total finance lease cost
|
|
417
|
|
|
Variable lease cost
|
|
8,885
|
|
|
Total
|
|
$
|
32,974
|
|
|
Finance Leases
|
|
Operating Leases
|
|
Total
|
||||||
Remainder of 2019
|
$
|
971
|
|
|
$
|
52,809
|
|
|
$
|
53,780
|
|
2020
|
1,396
|
|
|
78,749
|
|
|
80,145
|
|
|||
2021
|
1,437
|
|
|
77,862
|
|
|
79,299
|
|
|||
2022
|
1,283
|
|
|
75,093
|
|
|
76,376
|
|
|||
2023
|
1,220
|
|
|
72,779
|
|
|
73,999
|
|
|||
Thereafter
|
8,838
|
|
|
470,357
|
|
|
479,195
|
|
|||
Total future lease liability
|
15,145
|
|
|
827,649
|
|
|
842,794
|
|
|||
Less imputed interest
|
3,523
|
|
|
283,670
|
|
|
287,193
|
|
|||
Fair value of lease liability
|
$
|
11,622
|
|
|
$
|
543,979
|
|
|
$
|
555,601
|
|
|
|
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
|
|
|
|
|
Balance, December 30, 2018
|
|
$
|
95,838
|
|
Foreign currency translation adjustment
|
|
242
|
|
|
Balance, April 21, 2019
|
|
$
|
96,080
|
|
|
|
April 21, 2019
|
|
December 30, 2018
|
||||||||||||||||||||
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
||||||||||||
Intangible assets subject to amortization:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Franchise rights
|
|
$
|
54,413
|
|
|
$
|
(34,239
|
)
|
|
$
|
20,174
|
|
|
$
|
54,404
|
|
|
$
|
(33,160
|
)
|
|
$
|
21,244
|
|
Favorable leases
|
|
13,001
|
|
|
(8,338
|
)
|
|
4,663
|
|
|
13,001
|
|
|
(8,136
|
)
|
|
4,865
|
|
||||||
Liquor licenses and other
|
|
10,810
|
|
|
(9,820
|
)
|
|
990
|
|
|
10,810
|
|
|
(9,770
|
)
|
|
1,040
|
|
||||||
|
|
$
|
78,224
|
|
|
$
|
(52,397
|
)
|
|
$
|
25,827
|
|
|
$
|
78,215
|
|
|
$
|
(51,066
|
)
|
|
$
|
27,149
|
|
Indefinite-lived intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liquor licenses and other
|
|
$
|
7,460
|
|
|
$
|
—
|
|
|
$
|
7,460
|
|
|
$
|
7,460
|
|
|
$
|
—
|
|
|
$
|
7,460
|
|
Intangible assets, net
|
|
$
|
85,684
|
|
|
$
|
(52,397
|
)
|
|
$
|
33,287
|
|
|
$
|
85,675
|
|
|
$
|
(51,066
|
)
|
|
$
|
34,609
|
|
|
Sixteen Weeks Ended
|
||||
|
April 21, 2019
|
|
April 22, 2018
|
||
Basic weighted average shares outstanding
|
12,967
|
|
|
12,960
|
|
Dilutive effect of stock options and awards
|
74
|
|
|
105
|
|
Diluted weighted average shares outstanding
|
13,041
|
|
|
13,065
|
|
|
|
|
|
||
Awards excluded due to anti-dilutive effect on diluted earnings per share
|
487
|
|
|
279
|
|
|
|
Sixteen Weeks Ended
|
||||||
|
|
April 21, 2019
|
|
April 22, 2018
|
||||
Executive transition and severance
|
|
$
|
1,994
|
|
|
$
|
—
|
|
Litigation contingencies
|
|
—
|
|
|
4,000
|
|
||
Restaurant closure costs
|
|
304
|
|
|
—
|
|
||
Reorganization costs
|
|
—
|
|
|
2,287
|
|
||
Executive retention
|
|
100
|
|
|
—
|
|
||
Other charges
|
|
$
|
2,398
|
|
|
$
|
6,287
|
|
|
|
April 21, 2019
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Investments in rabbi trust
|
|
$
|
7,092
|
|
|
$
|
7,092
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total assets measured at fair value
|
|
$
|
7,092
|
|
|
$
|
7,092
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
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
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
April 21, 2019
|
|
December 30, 2018
|
||||||||||||
|
|
Carrying Value
|
|
Estimated Fair Value
|
|
Carrying Value
|
|
Estimated Fair Value
|
||||||||
Finance lease obligations
|
|
$
|
11,630
|
|
|
$
|
11,202
|
|
|
$
|
10,200
|
|
|
$
|
10,143
|
|
•
|
Financial performance.
|
◦
|
Restaurant revenue decreased
$14.2 million
, or
3.4%
, to
$400.5 million
for the sixteen weeks ended
April 21, 2019
, as compared to the sixteen weeks ended
April 22, 2018
, due to a
$13.5 million
, or
3.3%
, decrease in comparable restaurant revenue, a
$2.2 million
decrease from closed restaurants, and a
$0.6 million
unfavorable foreign currency exchange impact, offset by a
$2.1 million
increase in revenue from newly opened restaurants.
|
◦
|
Restaurant operating costs, as a percentage of restaurant revenue, increased
170
basis points to
81.7%
for the sixteen weeks ended
April 21, 2019
, as compared to
80.0%
for the sixteen weeks ended
April 22, 2018
. The increase was due to higher labor costs, other operating costs, and occupancy costs, offset by a decrease in food and beverage costs as a percentage of restaurant revenue.
|
◦
|
Net income was
$0.6 million
for the sixteen weeks ended
April 21, 2019
compared to
$4.4 million
net income for the sixteen weeks ended
April 22, 2018
. Diluted earnings per share were
$0.05
for the sixteen weeks ended
April 21, 2019
, as compared to diluted earnings per share of
$0.34
for the sixteen weeks ended
April 22, 2018
. Excluding the impact of $0.11 per diluted share related to executive transition and severance, $0.02 per diluted share for costs related to previously closed restaurants, and $0.01 per diluted share for executive retention, net income per diluted share for the sixteen weeks ended
April 21, 2019
was $0.19. Excluding the impact of $0.22 per diluted share related to litigation contingencies and $0.13 related to reorganization costs, net income per diluted share for the sixteen weeks ended April 22, 2018 was $0.69. The Company believes the presentation of net income and earnings per share exclusive of the identified item gives the reader additional insight into the ongoing operational results of the Company.
|
•
|
Marketing.
Our Red Robin Royalty™ loyalty program operates in all our U.S. and Canadian 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 of these offerings. 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.
|
|
|
Sixteen Weeks Ended
|
||||
|
|
April 21, 2019
|
|
April 22, 2018
|
||
Company-owned:
|
|
|
|
|
||
Beginning of period
|
|
484
|
|
|
480
|
|
Opened during the period
|
|
—
|
|
|
4
|
|
Closed during the period
|
|
(1
|
)
|
|
—
|
|
End of period
|
|
483
|
|
|
484
|
|
Franchised:
|
|
|
|
|
||
Beginning of period
|
|
89
|
|
|
86
|
|
Opened during the period
|
|
—
|
|
|
1
|
|
End of period
|
|
89
|
|
|
87
|
|
Total number of restaurants
|
|
572
|
|
|
571
|
|
|
|
Sixteen Weeks Ended
|
||||
|
|
April 21, 2019
|
|
April 22, 2018
|
||
Revenues:
|
|
|
|
|
||
Restaurant revenue
|
|
97.7
|
%
|
|
98.4
|
%
|
Franchise royalties, fees, and other revenues
|
|
2.3
|
|
|
1.6
|
|
Total revenues
|
|
100.0
|
|
|
100.0
|
|
|
|
|
|
|
||
Costs and expenses:
|
|
|
|
|
||
Restaurant operating costs (exclusive of depreciation and amortization shown separately below):
|
|
|
|
|
||
Cost of sales
|
|
23.4
|
|
|
23.8
|
|
Labor
|
|
35.7
|
|
|
34.5
|
|
Other operating
|
|
13.9
|
|
|
13.3
|
|
Occupancy
|
|
8.7
|
|
|
8.4
|
|
Total restaurant operating costs
|
|
81.7
|
|
|
80.0
|
|
Depreciation and amortization
|
|
6.9
|
|
|
6.9
|
|
Selling, general, and administrative
|
|
11.7
|
|
|
11.0
|
|
Pre-opening costs
|
|
0.1
|
|
|
0.3
|
|
Other charges
|
|
0.6
|
|
|
1.5
|
|
Income from operations
|
|
0.8
|
|
|
1.7
|
|
|
|
|
|
|
||
Interest expense, net and other
|
|
0.8
|
|
|
0.8
|
|
Income before income taxes
|
|
—
|
|
|
0.9
|
|
Income tax benefit
|
|
(0.1
|
)
|
|
(0.2
|
)
|
Net income
|
|
0.2
|
%
|
|
1.0
|
%
|
|
|
Sixteen Weeks Ended
|
|||||||||
(Revenues in thousands)
|
|
April 21, 2019
|
|
April 22, 2018
|
|
Percent Change
|
|||||
Restaurant revenue
|
|
$
|
400,484
|
|
|
$
|
414,702
|
|
|
(3.4
|
)%
|
Franchise and other revenue
|
|
9,382
|
|
|
6,817
|
|
|
37.6
|
%
|
||
Total revenues
|
|
$
|
409,866
|
|
|
$
|
421,519
|
|
|
(2.8
|
)%
|
Average weekly sales volumes in Company-owned restaurants
(1)
|
|
$
|
51,802
|
|
|
$
|
53,618
|
|
|
(3.4
|
)%
|
Total operating weeks
|
|
7,731
|
|
|
7,722
|
|
|
0.1
|
%
|
||
Restaurant revenue per square foot
|
|
$
|
133
|
|
|
$
|
139
|
|
|
(4.3
|
)%
|
(1)
|
Calculated using constant currency rates. Using historical currency rates, the average weekly sales per unit for the sixteen weeks ended
April 22, 2018
for Company-owned restaurants was
$53,704
. 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.
|
|
|
Sixteen Weeks Ended
|
|||||||||
(In thousands, except percentages)
|
|
April 21, 2019
|
|
April 22, 2018
|
|
Percent Change
|
|||||
Cost of sales
|
|
$
|
93,715
|
|
|
$
|
98,515
|
|
|
(4.9
|
)%
|
As a percent of restaurant revenue
|
|
23.4
|
%
|
|
23.8
|
%
|
|
(0.4
|
)%
|
|
|
Sixteen Weeks Ended
|
|||||||||
(In thousands, except percentages)
|
|
April 21, 2019
|
|
April 22, 2018
|
|
Percent Change
|
|||||
Labor
|
|
$
|
142,894
|
|
|
$
|
143,015
|
|
|
(0.1
|
)%
|
As a percent of restaurant revenue
|
|
35.7
|
%
|
|
34.5
|
%
|
|
1.2
|
%
|
|
|
Sixteen Weeks Ended
|
|||||||||
(In thousands, except percentages)
|
|
April 21, 2019
|
|
April 22, 2018
|
|
Percent Change
|
|||||
Other operating
|
|
$
|
55,565
|
|
|
$
|
55,025
|
|
|
1.0
|
%
|
As a percent of restaurant revenue
|
|
13.9
|
%
|
|
13.3
|
%
|
|
0.6
|
%
|
|
|
Sixteen Weeks Ended
|
|||||||||
(In thousands, except percentages)
|
|
April 21, 2019
|
|
April 22, 2018
|
|
Percent Change
|
|||||
Occupancy
|
|
$
|
35,020
|
|
|
$
|
35,010
|
|
|
—
|
%
|
As a percent of restaurant revenue
|
|
8.7
|
%
|
|
8.4
|
%
|
|
0.3
|
%
|
|
|
Sixteen Weeks Ended
|
|||||||||
(In thousands, except percentages)
|
|
April 21, 2019
|
|
April 22, 2018
|
|
Percent Change
|
|||||
Depreciation and amortization
|
|
$
|
28,438
|
|
|
$
|
29,193
|
|
|
(2.6
|
)%
|
As a percent of total revenues
|
|
6.9
|
%
|
|
6.9
|
%
|
|
—
|
%
|
|
|
Sixteen Weeks Ended
|
|||||||||
(In thousands, except percentages)
|
|
April 21, 2019
|
|
April 22, 2018
|
|
Percent Change
|
|||||
Selling, general, and administrative
|
|
$
|
48,116
|
|
|
$
|
46,318
|
|
|
3.9
|
%
|
As a percent of total revenues
|
|
11.7
|
%
|
|
11.0
|
%
|
|
0.7
|
%
|
|
|
Sixteen Weeks Ended
|
|||||||||
(In thousands, except percentages)
|
|
April 21, 2019
|
|
April 22, 2018
|
|
Percent Change
|
|||||
Pre-opening costs
|
|
$
|
319
|
|
|
$
|
1,137
|
|
|
(71.9
|
)%
|
As a percent of total revenues
|
|
0.1
|
%
|
|
0.3
|
%
|
|
(0.2
|
)%
|
|
|
Sixteen Weeks Ended
|
||||||
|
|
April 21, 2019
|
|
April 22, 2018
|
||||
Net cash provided by operating activities
|
|
$
|
25,291
|
|
|
$
|
57,045
|
|
Net cash used in investing activities
|
|
(10,077
|
)
|
|
(15,759
|
)
|
||
Net cash used in financing activities
|
|
(10,845
|
)
|
|
(34,888
|
)
|
||
Effect of exchange rate changes on cash
|
|
21
|
|
|
(439
|
)
|
||
Net change in cash and cash equivalents
|
|
$
|
4,390
|
|
|
$
|
5,959
|
|
|
Sixteen Weeks Ended April 22, 2019
|
||
Restaurant maintenance capital
|
$
|
4,819
|
|
Investment in technology infrastructure
|
4,538
|
|
|
New restaurants
|
838
|
|
|
Total capital expenditures
|
$
|
10,195
|
|
Period
(1)
|
Total Number of Shares (or Units) Purchased
|
Average Price Paid per Share (or Unit)
|
Total Number of Shares (or Units) Purchased as Part of Publicly announced Plans or Programs
|
Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet be Purchased Under the Plan (in thousands)
|
||||||
12/31/18-1/27/19
|
10,800
|
|
$
|
31.12
|
|
53,400
|
|
$
|
73,190
|
|
1/28/19-2/24/19
|
11,400
|
|
32.81
|
|
64,800
|
|
72,815
|
|
||
2/25/19-3/24/19
|
9,000
|
|
29.31
|
|
73,800
|
|
72,552
|
|
||
Pursuant to Publicly Announced Plans or Programs
(2)
|
31,200
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
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||
|
|
|
|
||
|
|
|
101
|
|
The following financial information from the Quarterly Report on Form 10-Q of Red Robin Gourmet Burgers, Inc. for the quarter ended April 21, 2019 formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets at April 21, 2019 and December 30, 2018; (ii) Condensed Consolidated Statements of Operations and Comprehensive Income for the sixteen weeks ended April 21, 2019 and April 22, 2018; (iii) Condensed Consolidated Statements of Stockholders' Equity at April 21, 2019 and December 30, 2018; (iv) Condensed Consolidated Statements of Cash Flows for the sixteen weeks ended April 21, 2019 and April 22, 2018; and (v) the Notes to Condensed Consolidated Financial Statements, tagged as blocks of text.
|
|
|
RED ROBIN GOURMET BURGERS, INC.
(Registrant)
|
||
May 30, 2019
|
|
By:
|
|
/s/ Lynn S. Schweinfurth
|
(Date)
|
|
|
|
Lynn S. Schweinfurth
(Chief Financial Officer)
|
April 3, 2019
|
/s/ Denny Marie Post
|
April 3, 2019
|
/s/ Michael L. Kaplan
|
|
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q 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.
|
May 30, 2019
|
|
/s/ Pattye L. Moore
|
(Date)
|
|
Pattye L. Moore
Chief Executive Officer
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q 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.
|
May 30, 2019
|
|
/s/ Lynn S. Schweinfurth
|
(Date)
|
|
Lynn S. Schweinfurth
Chief Financial Officer
|
(a)
|
the Quarterly Report on Form 10-Q for the period ended
April 21, 2019
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:
|
May 30, 2019
|
|
/s/ Pattye L. Moore
|
|
|
|
Pattye L. Moore
Chief Executive Officer
|
|
|
|
|
Dated:
|
May 30, 2019
|
|
/s/ Lynn S. Schweinfurth
|
|
|
|
Lynn S. Schweinfurth
Chief Financial Officer
|