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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
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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
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84-1573084
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(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
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NASDAQ (Global Select Market)
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|
|
Page
|
|
||
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Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)
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|
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Condensed Consolidated Statements of Stockholders' Equity
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||
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(Unaudited)
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||||
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July 14, 2019
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December 30, 2018
|
||||
Assets:
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
26,194
|
|
|
$
|
18,569
|
|
Accounts receivable, net
|
|
12,978
|
|
|
25,034
|
|
||
Inventories
|
|
27,428
|
|
|
27,370
|
|
||
Prepaid expenses and other current assets
|
|
15,005
|
|
|
27,576
|
|
||
Total current assets
|
|
81,605
|
|
|
98,549
|
|
||
Property and equipment, net
|
|
527,789
|
|
|
565,142
|
|
||
Right of use assets, net
|
|
448,352
|
|
|
—
|
|
||
Goodwill
|
|
96,453
|
|
|
95,838
|
|
||
Intangible assets, net
|
|
32,071
|
|
|
34,609
|
|
||
Other assets, net
|
|
73,665
|
|
|
49,803
|
|
||
Total assets
|
|
$
|
1,259,935
|
|
|
$
|
843,941
|
|
Liabilities and stockholders’ equity:
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
32,037
|
|
|
$
|
39,024
|
|
Accrued payroll and payroll-related liabilities
|
|
37,863
|
|
|
37,922
|
|
||
Unearned revenue
|
|
39,723
|
|
|
55,360
|
|
||
Short-term portion of lease obligations
|
|
42,136
|
|
|
786
|
|
||
Accrued liabilities and other
|
|
43,899
|
|
|
38,057
|
|
||
Total current liabilities
|
|
195,658
|
|
|
171,149
|
|
||
Deferred rent
|
|
—
|
|
|
75,675
|
|
||
Long-term debt
|
|
181,375
|
|
|
193,375
|
|
||
Long-term portion of lease obligations
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|
503,030
|
|
|
9,414
|
|
||
Other non-current liabilities
|
|
10,158
|
|
|
11,523
|
|
||
Total liabilities
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|
890,221
|
|
|
461,136
|
|
||
Stockholders’ equity:
|
|
|
|
|
||||
Common stock; $0.001 par value: 45,000 shares authorized; 17,851 and 17,851 shares issued; 12,985 and 12,971 shares outstanding
|
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18
|
|
|
18
|
|
||
Preferred stock, $0.001 par value: 3,000 shares authorized; no shares issued and outstanding
|
|
—
|
|
|
—
|
|
||
Treasury stock 4,866 and 4,880 shares, at cost
|
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(200,428
|
)
|
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(201,505
|
)
|
||
Paid-in capital
|
|
212,059
|
|
|
212,752
|
|
||
Accumulated other comprehensive loss, net of tax
|
|
(4,724
|
)
|
|
(4,801
|
)
|
||
Retained earnings
|
|
362,789
|
|
|
376,341
|
|
||
Total stockholders’ equity
|
|
369,714
|
|
|
382,805
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
1,259,935
|
|
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$
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843,941
|
|
|
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Twelve Weeks Ended
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Twenty-Eight Weeks Ended
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||||||||||||
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July 14, 2019
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July 15, 2018
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July 14, 2019
|
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July 15, 2018
|
||||||||
Revenues:
|
|
|
|
|
|
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|
||||||||
Restaurant revenue
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$
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302,418
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$
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310,392
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|
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$
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702,902
|
|
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$
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725,094
|
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Franchise and other revenues
|
|
5,563
|
|
|
4,996
|
|
|
14,945
|
|
|
11,813
|
|
||||
Total revenues
|
|
307,981
|
|
|
315,388
|
|
|
717,847
|
|
|
736,907
|
|
||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
||||||||
Restaurant operating costs (excluding depreciation and amortization shown separately below):
|
|
|
|
|
|
|
|
|
||||||||
Cost of sales
|
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72,387
|
|
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74,874
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|
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166,102
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|
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173,389
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|
||||
Labor
|
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106,538
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|
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106,476
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|
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249,432
|
|
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249,491
|
|
||||
Other operating
|
|
43,000
|
|
|
42,668
|
|
|
98,565
|
|
|
97,693
|
|
||||
Occupancy
|
|
25,458
|
|
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26,460
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|
|
60,478
|
|
|
61,470
|
|
||||
Depreciation and amortization
|
|
21,369
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|
|
22,323
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|
|
49,807
|
|
|
51,516
|
|
||||
Selling, general, and administrative expenses
|
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35,234
|
|
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35,617
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|
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83,350
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|
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81,935
|
|
||||
Pre-opening costs
|
|
—
|
|
|
569
|
|
|
319
|
|
|
1,706
|
|
||||
Other charges
|
|
16,847
|
|
|
10,615
|
|
|
19,245
|
|
|
16,902
|
|
||||
Total costs and expenses
|
|
320,833
|
|
|
319,602
|
|
|
727,298
|
|
|
734,102
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
(Loss) income from operations
|
|
(12,852
|
)
|
|
(4,214
|
)
|
|
(9,451
|
)
|
|
2,805
|
|
||||
Other expense:
|
|
|
|
|
|
|
|
|
||||||||
Interest expense, net and other
|
|
2,153
|
|
|
2,385
|
|
|
5,391
|
|
|
5,792
|
|
||||
Loss before income taxes
|
|
(15,005
|
)
|
|
(6,599
|
)
|
|
(14,842
|
)
|
|
(2,987
|
)
|
||||
Income tax benefit
|
|
(15,986
|
)
|
|
(4,725
|
)
|
|
(16,462
|
)
|
|
(5,493
|
)
|
||||
Net income (loss)
|
|
$
|
981
|
|
|
$
|
(1,874
|
)
|
|
$
|
1,620
|
|
|
$
|
2,506
|
|
Earnings (loss) per share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
0.08
|
|
|
$
|
(0.14
|
)
|
|
$
|
0.12
|
|
|
$
|
0.19
|
|
Diluted
|
|
$
|
0.08
|
|
|
$
|
(0.14
|
)
|
|
$
|
0.12
|
|
|
$
|
0.19
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
12,970
|
|
|
12,982
|
|
|
12,969
|
|
|
12,979
|
|
||||
Diluted
|
|
13,043
|
|
|
12,982
|
|
|
13,047
|
|
|
13,080
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustment
|
|
$
|
406
|
|
|
$
|
(497
|
)
|
|
$
|
77
|
|
|
$
|
(770
|
)
|
Other comprehensive income (loss), net of tax
|
|
406
|
|
|
(497
|
)
|
|
77
|
|
|
(770
|
)
|
||||
Total comprehensive income (loss)
|
|
$
|
1,387
|
|
|
$
|
(2,371
|
)
|
|
$
|
1,697
|
|
|
$
|
1,736
|
|
|
|
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
|
|
Exercise of options, issuance of restricted stock, shares exchanged for exercise and tax, and stock issued through employee stock purchase plan
|
|
—
|
|
|
—
|
|
|
(30
|
)
|
|
1,208
|
|
|
(907
|
)
|
|
—
|
|
|
—
|
|
|
301
|
|
||||||
Acquisition of treasury stock
|
|
—
|
|
|
—
|
|
|
17
|
|
|
(501
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(501
|
)
|
||||||
Non-cash stock compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
941
|
|
|
—
|
|
|
—
|
|
|
941
|
|
||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
981
|
|
|
981
|
|
||||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
406
|
|
|
—
|
|
|
406
|
|
||||||
Balance, July 14, 2019
|
|
17,851
|
|
|
$
|
18
|
|
|
4,866
|
|
|
$
|
(200,428
|
)
|
|
$
|
212,059
|
|
|
$
|
(4,724
|
)
|
|
$
|
362,789
|
|
|
$
|
369,714
|
|
|
|
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
|
|
|
Exercise of options, issuance of restricted stock, shares exchanged for exercise and tax, and stock issued through employee stock purchase plan
|
|
—
|
|
|
—
|
|
|
(22
|
)
|
|
961
|
|
|
(545
|
)
|
|
—
|
|
|
—
|
|
|
416
|
|
||||||
Non-cash stock compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,069
|
|
|
—
|
|
|
—
|
|
|
1,069
|
|
||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,874
|
)
|
|
(1,874
|
)
|
||||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(497
|
)
|
|
—
|
|
|
(497
|
)
|
||||||
Balance, July 15, 2018
|
|
17,851
|
|
|
$
|
18
|
|
|
4,849
|
|
|
$
|
(200,482
|
)
|
|
$
|
211,352
|
|
|
$
|
(4,336
|
)
|
|
$
|
385,266
|
|
|
$
|
391,818
|
|
|
|
Twenty-Eight Weeks Ended
|
||||||
|
|
July 14, 2019
|
|
July 15, 2018
|
||||
Cash flows from operating activities:
|
|
|
|
|
||||
Net income
|
|
$
|
1,620
|
|
|
$
|
2,506
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
49,807
|
|
|
51,516
|
|
||
Gift card breakage
|
|
(4,320
|
)
|
|
(1,673
|
)
|
||
Unpaid other charges
|
|
15,964
|
|
|
14,537
|
|
||
Deferred income tax (benefit) provision
|
|
(21,526
|
)
|
|
(7,766
|
)
|
||
Stock-based compensation expense
|
|
1,415
|
|
|
2,356
|
|
||
Other, net
|
|
560
|
|
|
709
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
||||
Accounts receivable
|
|
12,132
|
|
|
14,070
|
|
||
Prepaid expenses and other current assets
|
|
3,459
|
|
|
13,744
|
|
||
Trade accounts payable and accrued liabilities
|
|
(7,388
|
)
|
|
(732
|
)
|
||
Unearned revenue
|
|
(11,343
|
)
|
|
(13,591
|
)
|
||
Other operating assets and liabilities, net
|
|
1,366
|
|
|
1,344
|
|
||
Net cash provided by operating activities
|
|
41,746
|
|
|
77,020
|
|
||
Cash flows from investing activities:
|
|
|
|
|
||||
Purchases of property, equipment, and intangible assets
|
|
(21,168
|
)
|
|
(27,319
|
)
|
||
Proceeds from sales of real estate and property, plant, and equipment and other investing activities
|
|
178
|
|
|
115
|
|
||
Net cash used in investing activities
|
|
(20,990
|
)
|
|
(27,204
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
||||
Borrowings of long-term debt
|
|
162,000
|
|
|
160,500
|
|
||
Payments of long-term debt and finance leases
|
|
(174,464
|
)
|
|
(205,870
|
)
|
||
Purchase of treasury stock
|
|
(1,475
|
)
|
|
—
|
|
||
Proceeds from exercise of stock options and employee stock purchase plan
|
|
693
|
|
|
732
|
|
||
Net cash used in financing activities
|
|
(13,246
|
)
|
|
(44,638
|
)
|
||
Effect of exchange rate changes on cash
|
|
115
|
|
|
(996
|
)
|
||
Net change in cash and cash equivalents
|
|
7,625
|
|
|
4,182
|
|
||
Cash and cash equivalents, beginning of period
|
|
18,569
|
|
|
17,714
|
|
||
Cash and cash equivalents, end of period
|
|
$
|
26,194
|
|
|
$
|
21,896
|
|
|
|
|
|
|
||||
Supplemental disclosure of cash flow information
|
|
|
|
|
||||
Income taxes paid
|
|
$
|
2,742
|
|
|
$
|
991
|
|
Interest paid, net of amounts capitalized
|
|
$
|
5,482
|
|
|
$
|
5,411
|
|
Change in construction related payables
|
|
$
|
1,883
|
|
|
$
|
2,127
|
|
|
|
Twelve Weeks Ended
|
|
Twenty-Eight Weeks Ended
|
||||||||||||
|
|
July 14, 2019
|
|
July 15, 2018
|
|
July 14, 2019
|
|
July 15, 2018
|
||||||||
Restaurant revenue
|
|
$
|
302,418
|
|
|
$
|
310,392
|
|
|
$
|
702,902
|
|
|
$
|
725,094
|
|
Franchise revenue
|
|
4,389
|
|
|
4,006
|
|
|
9,752
|
|
|
9,449
|
|
||||
Other revenue
|
|
$
|
1,174
|
|
|
$
|
990
|
|
|
$
|
5,193
|
|
|
$
|
2,364
|
|
Total revenues
|
|
$
|
307,981
|
|
|
$
|
315,388
|
|
|
$
|
717,847
|
|
|
$
|
736,907
|
|
|
|
Twenty-Eight Weeks Ended
|
||||||
|
|
July 14, 2019
|
|
July 15, 2018
|
||||
Gift card revenue
|
|
$
|
18,380
|
|
|
$
|
16,269
|
|
|
|
Balance at December 30, 2018
|
|
Adjustments due to Topic 842
|
|
Balance at 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
|
|
$
|
8,878
|
|
|
$
|
439,474
|
|
|
$
|
448,352
|
|
|
|
|
|
|
|
|
||||||
Short-term portion of lease obligations
|
|
931
|
|
|
41,205
|
|
|
42,136
|
|
|||
Long-term portion of lease obligations
|
|
10,459
|
|
|
492,571
|
|
|
503,030
|
|
|||
Total
|
|
$
|
11,390
|
|
|
$
|
533,776
|
|
|
$
|
545,166
|
|
|
|
Twelve Weeks Ended
|
|
Twenty-Eight Weeks Ended
|
||||
|
|
July 14, 2019
|
|
July 14, 2019
|
||||
Operating lease cost
|
|
$
|
17,442
|
|
|
$
|
41,114
|
|
Finance lease cost
|
|
|
|
|
||||
Amortization of right of use assets
|
|
193
|
|
|
441
|
|
||
Interest on lease liabilities
|
|
125
|
|
|
294
|
|
||
Total finance lease cost
|
|
318
|
|
|
735
|
|
||
Variable lease cost
|
|
6,647
|
|
|
15,532
|
|
||
Total
|
|
$
|
24,407
|
|
|
$
|
57,381
|
|
|
Finance Leases
|
|
Operating Leases
|
|
Total
|
||||||
Remainder of 2019
|
$
|
626
|
|
|
$
|
32,754
|
|
|
$
|
33,380
|
|
2020
|
1,396
|
|
|
78,506
|
|
|
79,902
|
|
|||
2021
|
1,437
|
|
|
77,773
|
|
|
79,210
|
|
|||
2022
|
1,283
|
|
|
75,260
|
|
|
76,543
|
|
|||
2023
|
1,220
|
|
|
72,931
|
|
|
74,151
|
|
|||
Thereafter
|
8,828
|
|
|
469,432
|
|
|
478,260
|
|
|||
Total future lease liability
|
14,790
|
|
|
806,656
|
|
|
821,446
|
|
|||
Less imputed interest
|
3,400
|
|
|
272,880
|
|
|
276,280
|
|
|||
Fair value of lease liability
|
$
|
11,390
|
|
|
$
|
533,776
|
|
|
$
|
545,166
|
|
|
|
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
|
|
615
|
|
|
Balance, July 14, 2019
|
|
$
|
96,453
|
|
|
|
July 14, 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
|
|
$
|
53,736
|
|
|
$
|
(34,580
|
)
|
|
$
|
19,156
|
|
|
$
|
54,404
|
|
|
$
|
(33,160
|
)
|
|
$
|
21,244
|
|
Favorable leases
|
|
13,001
|
|
|
(8,490
|
)
|
|
4,511
|
|
|
13,001
|
|
|
(8,136
|
)
|
|
4,865
|
|
||||||
Liquor licenses and other
|
|
10,730
|
|
|
(9,786
|
)
|
|
944
|
|
|
10,810
|
|
|
(9,770
|
)
|
|
1,040
|
|
||||||
|
|
$
|
77,467
|
|
|
$
|
(52,856
|
)
|
|
$
|
24,611
|
|
|
$
|
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
|
|
$
|
84,927
|
|
|
$
|
(52,856
|
)
|
|
$
|
32,071
|
|
|
$
|
85,675
|
|
|
$
|
(51,066
|
)
|
|
$
|
34,609
|
|
|
Twelve Weeks Ended
|
|
Twenty-Eight Weeks Ended
|
||||||||
|
July 14, 2019
|
|
July 15, 2018
|
|
July 14, 2019
|
|
July 15, 2018
|
||||
Basic weighted average shares outstanding
|
12,970
|
|
|
12,982
|
|
|
12,969
|
|
|
12,979
|
|
Dilutive effect of stock options and awards
|
73
|
|
|
—
|
|
|
78
|
|
|
101
|
|
Diluted weighted average shares outstanding
|
13,043
|
|
|
12,982
|
|
|
13,047
|
|
|
13,080
|
|
|
|
|
|
|
|
|
|
||||
Awards excluded due to anti-dilutive effect on diluted earnings per share
|
378
|
|
|
344
|
|
|
457
|
|
|
298
|
|
|
|
Twelve Weeks Ended
|
|
Twenty-Eight Weeks Ended
|
||||||||||||
|
|
July 14, 2019
|
|
July 15, 2018
|
|
July 14, 2019
|
|
July 15, 2018
|
||||||||
Asset impairment
|
|
$
|
14,064
|
|
|
$
|
9,643
|
|
|
$
|
14,064
|
|
|
$
|
9,643
|
|
Executive transition and severance
|
|
370
|
|
|
—
|
|
|
2,364
|
|
|
—
|
|
||||
Restaurant closure costs
|
|
1,001
|
|
|
—
|
|
|
1,305
|
|
|
—
|
|
||||
Board and shareholder matter costs
|
|
1,152
|
|
|
—
|
|
|
1,152
|
|
|
—
|
|
||||
Litigation contingencies
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,000
|
|
||||
Reorganization costs
|
|
—
|
|
|
466
|
|
|
—
|
|
|
2,753
|
|
||||
Spiral menu disposal
|
|
—
|
|
|
506
|
|
|
—
|
|
|
506
|
|
||||
Executive retention
|
|
260
|
|
|
—
|
|
|
360
|
|
|
—
|
|
||||
Other charges
|
|
$
|
16,847
|
|
|
$
|
10,615
|
|
|
$
|
19,245
|
|
|
$
|
16,902
|
|
|
|
July 14, 2019
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Investments in rabbi trust
|
|
$
|
6,808
|
|
|
$
|
6,808
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total assets measured at fair value
|
|
$
|
6,808
|
|
|
$
|
6,808
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
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
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
July 14, 2019
|
|
December 30, 2018
|
||||||||||||
|
|
Carrying Value
|
|
Estimated Fair Value
|
|
Carrying Value
|
|
Estimated Fair Value
|
||||||||
Finance lease obligations
|
|
$
|
11,405
|
|
|
$
|
10,977
|
|
|
$
|
10,200
|
|
|
$
|
10,143
|
|
•
|
Financial performance.
|
◦
|
Restaurant revenue decreased $8.0 million, or 2.6%, to $302.4 million for the twelve weeks ended July 14, 2019, as compared to the twelve weeks ended July 15, 2018, due to a $4.4 million, or 1.5%, decrease in comparable restaurant revenue, and a $4.2 million decrease from closed restaurants, partially offset by a $0.6 million increase in revenue from late 2018 new restaurant openings. Restaurant revenue decreased $22.2 million, or 3.1%, to $702.9 million for the twenty-eight weeks ended July 14, 2019, as compared to the twenty-eight weeks ended July 15, 2018, due to a $16.8 million, or 2.4%, decrease in comparable restaurant revenue, a $7.1 million decrease from closed restaurants, and a $0.9 million unfavorable foreign currency exchange impact partially offset by a $2.6 million increase in revenue from late 2018 new restaurant openings.
|
◦
|
Restaurant operating costs, as a percentage of restaurant revenue, increased 110 basis points to 81.8% for the twelve weeks ended July 14, 2019, as compared to 80.7% for the twelve weeks ended July 15, 2018. For the twenty-eight weeks ended July 14, 2019, restaurant operating costs, as a percentage of restaurant revenue increased 140 basis points to 81.7%, as compared to 80.3% for the same period in 2018. The increase was due to higher labor and other operating costs, offset by a decrease in food and beverage costs as a percentage of restaurant revenue.
|
◦
|
Net income was $1.0 million for the twelve weeks ended July 14, 2019 compared to a net loss of $1.9 million for the twelve weeks ended July 15, 2018. Diluted earnings per share were $0.08 for the twelve weeks ended July 14, 2019, as compared to diluted loss per share of $0.14 for the twelve weeks ended July 15, 2018. Excluding charges of $0.80 for impairment expenses, $0.07 for board and shareholder matter costs, $0.05 for restaurant closure costs, $0.02 for executive transition and severance, and $0.01 for executive retention, adjusted earnings per diluted share for the second quarter ended July 14, 2019 were $1.03. Excluding charges of $0.54 for asset impairment, $0.03 for spiral menu disposal, and $0.03 for reorganization costs, adjusted earnings per diluted share for the second quarter ended July 15, 2018 were $0.46. Net income was $1.6 million for the twenty-eight weeks ended July 14, 2019 compared to net income of $2.5 million for the twenty-eight weeks ended July 15, 2018. Diluted earnings per share were $0.12 for the twelve weeks ended July 14, 2019, as compared to diluted earnings per share of $0.19 for the twenty-eight weeks ended July 15, 2018. Excluding the impact of $0.80 per diluted share for impairment expenses, $0.13 for executive transition and severance, $0.08 for restaurant closure costs, $0.07 for board and shareholder matter costs, and $0.02 for executive retention, net income per diluted share for the twenty-eight weeks ended July 14, 2019 was $1.22. Excluding the impact of $0.54 per diluted share for asset impairment, $0.23 per diluted share for litigation contingencies, $0.16 per diluted share for reorganization costs, and $0.03 per diluted share for the disposal of spiral menus, net income per diluted share for the twenty-eight weeks ended July 15, 2018 was $1.15.
|
•
|
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.
|
|
|
Twelve Weeks Ended
|
|
Twenty Eight Weeks Ended
|
||||||||
|
|
July 14, 2019
|
|
July 15, 2018
|
|
July 14, 2019
|
|
July 15, 2018
|
||||
Company-owned:
|
|
|
|
|
|
|
|
|
||||
Beginning of period
|
|
483
|
|
|
484
|
|
|
484
|
|
|
480
|
|
Opened during the period
|
|
—
|
|
|
2
|
|
|
—
|
|
|
6
|
|
Closed during the period(1)
|
|
(11
|
)
|
|
(2
|
)
|
|
(12
|
)
|
|
(2
|
)
|
End of period
|
|
472
|
|
|
484
|
|
|
472
|
|
|
484
|
|
Franchised:
|
|
|
|
|
|
|
|
|
||||
Beginning of period
|
|
89
|
|
|
87
|
|
|
89
|
|
|
86
|
|
Opened during the period
|
|
1
|
|
|
1
|
|
|
1
|
|
|
2
|
|
End of period
|
|
90
|
|
|
88
|
|
|
90
|
|
|
88
|
|
Total number of restaurants
|
|
562
|
|
|
572
|
|
|
562
|
|
|
572
|
|
|
|
Twelve Weeks Ended
|
|
Twenty-Eight Weeks Ended
|
||||||||
|
|
July 14, 2019
|
|
July 15, 2018
|
|
July 14, 2019
|
|
July 15, 2018
|
||||
Revenues:
|
|
|
|
|
|
|
|
|
||||
Restaurant revenue
|
|
98.2
|
%
|
|
98.4
|
%
|
|
97.9
|
%
|
|
98.4
|
%
|
Franchise royalties, fees, and other revenues
|
|
1.8
|
|
|
1.6
|
|
|
2.1
|
|
|
1.6
|
|
Total revenues
|
|
100.0
|
|
|
100.0
|
|
|
100.0
|
|
|
100.0
|
|
|
|
|
|
|
|
|
|
|
||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
||||
Restaurant operating costs (exclusive of depreciation and amortization shown separately below):
|
|
|
|
|
|
|
|
|
||||
Cost of sales
|
|
23.9
|
|
|
24.1
|
|
|
23.6
|
|
|
23.9
|
|
Labor
|
|
35.2
|
|
|
34.3
|
|
|
35.5
|
|
|
34.4
|
|
Other operating
|
|
14.2
|
|
|
13.7
|
|
|
14.0
|
|
|
13.5
|
|
Occupancy
|
|
8.4
|
|
|
8.5
|
|
|
8.6
|
|
|
8.5
|
|
Total restaurant operating costs
|
|
81.8
|
|
|
80.7
|
|
|
81.7
|
|
|
80.3
|
|
Depreciation and amortization
|
|
6.9
|
|
|
7.1
|
|
|
6.9
|
|
|
7.0
|
|
Selling, general, and administrative
|
|
11.4
|
|
|
11.3
|
|
|
11.6
|
|
|
11.1
|
|
Pre-opening costs
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
Other charges
|
|
5.5
|
|
|
3.4
|
|
|
2.7
|
|
|
2.3
|
|
Income from operations
|
|
(4.2
|
)
|
|
(1.3
|
)
|
|
(1.3
|
)
|
|
0.4
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense, net and other
|
|
0.7
|
|
|
0.8
|
|
|
0.8
|
|
|
0.8
|
|
Income before income taxes
|
|
(4.9
|
)
|
|
(2.1
|
)
|
|
(2.1
|
)
|
|
(0.4
|
)
|
Income tax benefit
|
|
(5.2
|
)
|
|
(1.5
|
)
|
|
(2.3
|
)
|
|
(0.7
|
)
|
Net income
|
|
0.3
|
%
|
|
(0.6
|
)%
|
|
0.2
|
%
|
|
0.3
|
%
|
|
|
Twelve Weeks Ended
|
|
Twenty-Eight Weeks Ended
|
||||||||||||||||||
(Revenues in thousands)
|
|
July 14, 2019
|
|
July 15, 2018
|
|
Percent Change
|
|
July 14, 2019
|
|
July 15, 2018
|
|
Percent Change
|
||||||||||
Restaurant revenue
|
|
$
|
302,418
|
|
|
$
|
310,392
|
|
|
(2.6
|
)%
|
|
$
|
702,902
|
|
|
$
|
725,094
|
|
|
(3.1
|
)%
|
Franchise and other revenue
|
|
5,563
|
|
|
4,996
|
|
|
11.3
|
%
|
|
14,945
|
|
|
11,813
|
|
|
26.5
|
%
|
||||
Total revenues
|
|
$
|
307,981
|
|
|
$
|
315,388
|
|
|
(2.3
|
)%
|
|
$
|
717,847
|
|
|
$
|
736,907
|
|
|
(2.6
|
)%
|
Average weekly sales volumes in Company-owned restaurants(1)
|
|
$
|
52,907
|
|
|
$
|
53,266
|
|
|
(0.7
|
)%
|
|
$
|
52,272
|
|
|
$
|
53,470
|
|
|
(2.2
|
)%
|
Total operating weeks
|
|
5,716
|
|
|
5,827
|
|
|
(1.9
|
)%
|
|
13,447
|
|
|
13,544
|
|
|
(0.7
|
)%
|
||||
Restaurant revenue per square foot
|
|
$
|
102
|
|
|
$
|
104
|
|
|
(1.9
|
)%
|
|
$
|
236
|
|
|
$
|
243
|
|
|
(2.9
|
)%
|
(1)
|
Calculated using constant currency rates. Using historical currency rates, the average weekly sales per unit for the twelve and twenty-eight weeks ended July 15, 2018 for Company-owned restaurants was $53,268 and $53,536, respectively. 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.
|
|
|
Twelve Weeks Ended
|
|
Twenty-Eight Weeks Ended
|
||||||||||||||||||
(In thousands, except percentages)
|
|
July 14, 2019
|
|
July 15, 2018
|
|
Percent Change
|
|
July 14, 2019
|
|
July 15, 2018
|
|
Percent Change
|
||||||||||
Cost of sales
|
|
$
|
72,387
|
|
|
$
|
74,874
|
|
|
(3.3
|
)%
|
|
$
|
166,102
|
|
|
$
|
173,389
|
|
|
(4.2
|
)%
|
As a percent of restaurant revenue
|
|
23.9
|
%
|
|
24.1
|
%
|
|
(0.2
|
)%
|
|
23.6
|
%
|
|
23.9
|
%
|
|
(0.3
|
)%
|
|
|
Twelve Weeks Ended
|
|
Twenty-Eight Weeks Ended
|
||||||||||||||||||
(In thousands, except percentages)
|
|
July 14, 2019
|
|
July 15, 2018
|
|
Percent Change
|
|
July 14, 2019
|
|
July 15, 2018
|
|
Percent Change
|
||||||||||
Labor
|
|
$
|
106,538
|
|
|
$
|
106,476
|
|
|
0.1
|
%
|
|
$
|
249,432
|
|
|
$
|
249,491
|
|
|
—
|
%
|
As a percent of restaurant revenue
|
|
35.2
|
%
|
|
34.3
|
%
|
|
0.9
|
%
|
|
35.5
|
%
|
|
34.4
|
%
|
|
1.1
|
%
|
|
|
Twelve Weeks Ended
|
|
Twenty-Eight Weeks Ended
|
||||||||||||||||||
(In thousands, except percentages)
|
|
July 14, 2019
|
|
July 15, 2018
|
|
Percent Change
|
|
July 14, 2019
|
|
July 15, 2018
|
|
Percent Change
|
||||||||||
Other operating
|
|
$
|
43,000
|
|
|
$
|
42,668
|
|
|
0.8
|
%
|
|
$
|
98,565
|
|
|
$
|
97,693
|
|
|
0.9
|
%
|
As a percent of restaurant revenue
|
|
14.2
|
%
|
|
13.7
|
%
|
|
0.5
|
%
|
|
14.0
|
%
|
|
13.5
|
%
|
|
0.5
|
%
|
|
|
Twelve Weeks Ended
|
|
Twenty-Eight Weeks Ended
|
||||||||||||||||||
(In thousands, except percentages)
|
|
July 14, 2019
|
|
July 15, 2018
|
|
Percent Change
|
|
July 14, 2019
|
|
July 15, 2018
|
|
Percent Change
|
||||||||||
Occupancy
|
|
$
|
25,458
|
|
|
$
|
26,460
|
|
|
(3.8
|
)%
|
|
$
|
60,478
|
|
|
$
|
61,470
|
|
|
(1.6
|
)%
|
As a percent of restaurant revenue
|
|
8.4
|
%
|
|
8.5
|
%
|
|
(0.1
|
)%
|
|
8.6
|
%
|
|
8.5
|
%
|
|
0.1
|
%
|
|
|
Twelve Weeks Ended
|
|
Twenty-Eight Weeks Ended
|
||||||||||||||||||
(In thousands, except percentages)
|
|
July 14, 2019
|
|
July 15, 2018
|
|
Percent Change
|
|
July 14, 2019
|
|
July 15, 2018
|
|
Percent Change
|
||||||||||
Depreciation and amortization
|
|
$
|
21,369
|
|
|
$
|
22,323
|
|
|
(4.3
|
)%
|
|
$
|
49,807
|
|
|
$
|
51,516
|
|
|
(3.3
|
)%
|
As a percent of total revenues
|
|
6.9
|
%
|
|
7.1
|
%
|
|
(0.2
|
)%
|
|
6.9
|
%
|
|
7.0
|
%
|
|
(0.1
|
)%
|
|
|
Twelve Weeks Ended
|
|
Twenty-Eight Weeks Ended
|
||||||||||||||||||
(In thousands, except percentages)
|
|
July 14, 2019
|
|
July 15, 2018
|
|
Percent Change
|
|
July 14, 2019
|
|
July 15, 2018
|
|
Percent Change
|
||||||||||
Selling, general, and administrative
|
|
$
|
35,234
|
|
|
$
|
35,617
|
|
|
(1.1
|
)%
|
|
$
|
83,350
|
|
|
$
|
81,935
|
|
|
1.7
|
%
|
As a percent of total revenues
|
|
11.4
|
%
|
|
11.3
|
%
|
|
0.1
|
%
|
|
11.6
|
%
|
|
11.1
|
%
|
|
0.5
|
%
|
|
|
Twelve Weeks Ended
|
|
Twenty-Eight Weeks Ended
|
||||||||||||||||||
(In thousands, except percentages)
|
|
July 14, 2019
|
|
July 15, 2018
|
|
Percent Change
|
|
July 14, 2019
|
|
July 15, 2018
|
|
Percent Change
|
||||||||||
Pre-opening costs
|
|
$
|
—
|
|
|
$
|
569
|
|
|
(100.0
|
)%
|
|
$
|
319
|
|
|
$
|
1,706
|
|
|
(81.3
|
)%
|
As a percent of total revenues
|
|
—
|
%
|
|
0.2
|
%
|
|
(0.2
|
)%
|
|
—
|
%
|
|
0.2
|
%
|
|
(0.2
|
)%
|
|
|
Twenty-Eight Weeks Ended
|
||||||
|
|
July 14, 2019
|
|
July 15, 2018
|
||||
Net cash provided by operating activities
|
|
$
|
41,746
|
|
|
$
|
77,020
|
|
Net cash used in investing activities
|
|
(20,990
|
)
|
|
(27,204
|
)
|
||
Net cash used in financing activities
|
|
(13,246
|
)
|
|
(44,638
|
)
|
||
Effect of exchange rate changes on cash
|
|
115
|
|
|
(996
|
)
|
||
Net change in cash and cash equivalents
|
|
$
|
7,625
|
|
|
$
|
4,182
|
|
|
Twenty-Eight Weeks Ended July 14, 2019
|
||
Investment in technology infrastructure
|
$
|
11,862
|
|
Restaurant maintenance capital
|
8,331
|
|
|
New restaurants
|
975
|
|
|
Total capital expenditures
|
$
|
21,168
|
|
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
|
|
||
5/20/19-6/16/19
|
5,800
|
|
27.41
|
|
79,600
|
|
72,393
|
|
||
6/17/19-7/14/19
|
11,100
|
|
30.83
|
|
90,700
|
|
72,051
|
|
||
Pursuant to Publicly Announced Plans or Programs(2)
|
48,100
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
101
|
|
The following financial information from the Quarterly Report on Form 10-Q of Red Robin Gourmet Burgers, Inc. for the quarter ended July 14, 2019 formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets at July 14, 2019 and December 30, 2018; (ii) Condensed Consolidated Statements of Operations and Comprehensive Income for the twelve and twenty-eight weeks ended July 14, 2019 and July 15, 2018; (iii) Condensed Consolidated Statements of Stockholders' Equity at July 14, 2019 and December 30, 2018; (iv) Condensed Consolidated Statements of Cash Flows for the twenty-eight weeks ended July 14, 2019 and July 15, 2018; and (v) the Notes to Condensed Consolidated Financial Statements, tagged as blocks of text.
|
|
|
RED ROBIN GOURMET BURGERS, INC.
(Registrant)
|
||
August 23, 2019
|
|
By:
|
|
/s/ Lynn S. Schweinfurth
|
(Date)
|
|
|
|
Lynn S. Schweinfurth
(Chief Financial Officer)
|
1.
|
Amendment to Section 3. Section 3(e)(v) of the Employment Agreement regarding Moving and Relocation Expenses is hereby amended to replace “$100,000” with “$190,000.”
|
2.
|
No Other Changes. Except as modified or supplemented by this Amendment, the Employment Agreement remains unmodified and in full force and effect.
|
3.
|
Miscellaneous.
|
(a)
|
Governing Law. This Amendment and the legal relations hereby created between the Parties shall be governed by and construed under and in accordance with the internal laws of the State of Colorado, without regard to conflicts of laws principles thereof. Executive shall submit to the venue and personal jurisdiction of the Colorado state and federal courts concerning any dispute for which judicial redress is permitted pursuant to this Amendment; however the Company is not limited in seeking relief in those courts.
|
(b)
|
Binding Effect. This Amendment is intended to bind and inure to the benefit of and be enforceable by Executive, the Company and their respective heirs, successors and assigns, except that Executive may not assign her rights or delegate her obligations hereunder without the prior written consent of the Company.
|
(c)
|
Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.
|
(d)
|
Savings Clause. If any provision of this Amendment or the application thereof is held invalid, the invalidity shall not affect other provisions or applications of this Amendment or the Employment Agreement which can be given effect without the invalid provisions or applications and to this end the provisions of this Amendment and the Employment Agreement are declared to be severable. Subject to the foregoing, upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Amendment so as to effect the original intent of the Parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent reasonably practicable.
|
1.1
|
Amendment to “Permitted Acquisition”. Clause (b) of the definition of “Permitted Acquisition” in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
|
1.2
|
Amendment to Section 1.1. Section 1.1 of the Credit Agreement is hereby amended by inserting the following new definitions in the appropriate alphabetical order therein:
|
|
“Second Amendment Effective Date” shall mean August 19, 2019.
|
1.3
|
Amendment to Section 1.3. Section 1.3 of the Credit Agreement is hereby amended by inserting the following paragraph at the end of such Section:
|
1.4
|
Amendment to Section 5.9(a). Section 5.9(a) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
|
(a)
|
Lease Adjusted Leverage Ratio. As of the last day of any fiscal quarter of the Parent ending during the periods specified below, the Lease Adjusted Leverage Ratio shall be less than or equal to the corresponding ratio set forth below:
|
Period
|
Maximum Ratio
|
Second Amendment Effective Date through December 29, 2019 (the last day of the fourth fiscal quarter of the 2019 fiscal year of the Parent)
|
5.00 to 1.00
|
December 30, 2019 (the first day of the first fiscal quarter of the 2020 fiscal year of the Parent) and thereafter
|
4.75 to 1.00
|
2.1
|
Closing Conditions. This Agreement shall become effective upon the satisfaction of the following conditions precedent:
|
(a)
|
Execution of Agreement. The Administrative Agent shall have received a copy of this Agreement duly executed by the Borrower, the other Credit Parties, the Administrative Agent and the Required Lenders.
|
(b)
|
Fees and Out of Pocket Costs. The Borrower shall have paid any and all reasonable, documented out-of-pocket costs incurred by the Administrative Agent (including the fees and expenses Moore & Van Allen, PLLC as legal counsel to the Administrative Agent) and all other fees and amounts required to be paid to the Administrative Agent in connection with this Agreement to the extent invoiced prior to the date hereof.
|
3.1
|
Amended Terms. On and after the date hereof, all references to the Credit Agreement in each of the Credit Documents shall hereafter mean the Credit Agreement as amended by this Agreement. Except as specifically amended hereby or otherwise agreed, the Credit Agreement is hereby ratified and confirmed and shall remain in full force and effect according to its terms.
|
(a)
|
Each of the Credit Parties has full corporate power, authority and right to execute, deliver and perform this Agreement and has taken all necessary limited liability company or corporate action to authorize the execution, delivery and performance by it of this Agreement.
|
(b)
|
This Agreement has been duly executed and delivered on behalf of each of the Credit Parties. This Agreement constitutes a legal, valid and binding obligation of each of the Credit Parties, enforceable against such Credit Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).
|
(c)
|
No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the execution, delivery or performance of this Agreement by the Credit Parties (other than those which have been obtained) or with the validity or enforceability of this Agreement against the Credit Parties.
|
(d)
|
The representations and warranties made by the Credit Parties in the Credit Agreement, in the Security Documents or which are contained in any certificate furnished at any time under or in connection with the Credit Agreement are true and correct on and as of the date hereof as if made on and as of such date, except for representations and warranties expressly stated to relate to a specific earlier date.
|
(f)
|
The Security Documents continue to create a valid security interest in, and Lien upon, the Collateral purported to be covered thereby, in favor of the Administrative Agent, for the benefit of the holders of the Secured Obligations, which security interests and Liens are perfected in accordance with the terms of the Security Documents and prior to all Liens other than Permitted Liens.
|
(g)
|
The Obligations of the Credit Parties are not reduced or modified by this Agreement (except as set forth herein) and, as of the date hereof, are not subject to any offsets, defenses or counterclaims.
|
3.3
|
Reaffirmation of Obligations. Each Credit Party hereby ratifies the Credit Agreement, as amended hereby, and each other Credit Document to which it is a party and acknowledges and reaffirms (a) that it is bound by all terms of the Credit Agreement, as amended hereby, and each other Credit Document to which it is a party applicable to it and (b) that it is responsible for the observance and full performance of its respective obligations under the Credit Documents.
|
3.5
|
Entirety. This Agreement and the other Credit Documents embody the entire agreement among the parties hereto and supersede all prior agreements and understandings, oral or written, if any, relating to the subject matter hereof.
|
3.6
|
Expenses. The Borrower agrees to pay all reasonable costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Agreement, including without limitation the reasonable fees and expenses of the Administrative Agent’s legal counsel.
|
3.7
|
Counterparts; Electronic Execution. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed signature page of this Agreement by facsimile transmission or other electronic means shall be effective as delivery of a manually executed counterparty hereof.
|
3.8
|
Governing Law. This Agreement and the rights and obligations of the parties under this Agreement shall be governed by, and construed and interpreted in accordance with, the law of the State of New York (INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK) WITHOUT REGARD TO CONFLICTS OR CHOICE OF LAW PRINCIPLES THAT WOULD REQUIRE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.
|
3.9
|
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.
|
3.10
|
Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. The jurisdiction, services of process and waiver of jury trial provisions set forth in Section 9.14 and Section 9.17 of the Credit Agreement and the limitation of liability provisions of Section 9.5(b) of the Credit Agreement are hereby incorporated by reference, mutatis mutandis.
|
RED ROBIN INTERNATIONAL, INC.,
|
|
a Nevada corporation
|
|
|
|
By:
|
/s/ Lynn Schweinfurth
|
Name:
|
Lynn Schweinfurth
|
Title:
|
President and Treasurer
|
RED ROBIN GOURMET BURGERS, INC.,
|
|
a Delaware corporation
|
|
|
|
By:
|
/s/ Lynn Schweinfurth
|
Name:
|
Lynn Schweinfurth
|
Title:
|
Executive Vice President and Chief Financial Officer
|
RED ROBIN WEST, INC.,
|
|
a Nevada corporation
|
|
|
|
By:
|
/s/ Kristi Belhumeur
|
Name:
|
Kristi Belhumeur
|
Title:
|
President, Treasurer, Chief Executive Officer and Chief Financial Officer
|
WESTERN FRANCHISE DEVELOPMENT, INC.,
|
|
a California corporation
|
|
|
|
By:
|
/s/ Kristi Belhumeur
|
Name:
|
Kristi Belhumeur
|
Title:
|
President and Treasurer
|
RED ROBIN DISTRIBUTING COMPANY LLC,
|
|
a Nevada limited liability company
|
|
|
|
By:
|
/s/ Kristi Belhumeur
|
Name:
|
Kristi Belhumeur
|
Title:
|
Manager
|
NORTHWEST ROBINS, L.L.C.,
|
||
a Washington limited liability company
|
||
|
|
|
By:
|
RED ROBIN INTERNATIONAL, INC.,
|
|
|
Sole Member and Manager of Northwest Robins, L.L.C.
|
|
|
|
|
|
By:
|
/s/ Lynn Schweinfurth
|
|
Name:
|
Lynn Schweinfurth
|
|
Title:
|
President and Treasurer
|
RED ROBIN EXPRESS, LLC,
|
|
a Colorado limited liability company
|
|
|
|
By:
|
/s/ Kristi Belhumeur
|
Name:
|
Kristi Belhumeur
|
Title:
|
Manager
|
RED ROBIN NORTH HOLDINGS, INC.,
|
|
a Nevada corporation
|
|
|
|
By:
|
/s/ Kristi Belhumeur
|
Name:
|
Kristi Belhumeur
|
Title:
|
President and Treasurer
|
WELLS FARGO BANK, NATIONAL ASSOCIATION,
|
|
as Administrative Agent and a Lender
|
|
|
|
By:
|
/s/ Maureen Malphus
|
Name:
|
Maureen Malphus
|
Title:
|
Vice President
|
BANK OF AMERICA, N.A.,
|
|
as a Lender
|
|
|
|
By:
|
/s/ Anthony Luppino
|
Name:
|
Anthony Luppino
|
Title:
|
Senior Vice President
|
BBVA USA,
|
|
as a Lender
|
|
|
|
By:
|
/s/ Joseph W. Nimmons
|
Name:
|
Joseph W. Nimmons
|
Title:
|
Senior Vice President
|
COOPERATIEVE RABOBANK U.A., NEW YORK BRANCH,
|
|
as a Lender
|
|
|
|
By:
|
/s/ Piet Hein Knook
|
Name:
|
Piet Hein Knook
|
Title:
|
Vice President
|
|
|
By:
|
/s/ Timothy J Devane
|
Name:
|
Timothy J Devane
|
Title:
|
Executive Director
|
U.S. BANK NATIONAL ASSOCIATION,
|
|
as a Lender
|
|
|
|
By:
|
/s/ Glenn Leyrer
|
Name:
|
Glenn Leyrer
|
Title:
|
Vice President
|
JPMORGAN CHASE BANK, N.A.,
|
|
as a Lender
|
|
|
|
By:
|
/s/ Marshall Trenkmann
|
Name:
|
Marshall Trenkmann
|
Title:
|
Executive Director
|
JPMORGAN CHASE BANK, N.A. (TORONTO BRANCH),
|
|
as a Lender
|
|
|
|
By:
|
/s/ Michael Tam
|
Name:
|
Michael Tam
|
Title:
|
Authorized 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.
|
August 23, 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.
|
August 23, 2019
|
|
/s/ Lynn S. Schweinfurth
|
(Date)
|
|
Lynn S. Schweinfurth
Chief Financial Officer
|
(a)
|
the Quarterly Report on Form 10-Q for the period ended July 14, 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:
|
August 23, 2019
|
|
/s/ Pattye L. Moore
|
|
|
|
Pattye L. Moore
Chief Executive Officer
|
|
|
|
|
Dated:
|
August 23, 2019
|
|
/s/ Lynn S. Schweinfurth
|
|
|
|
Lynn S. Schweinfurth
Chief Financial Officer
|