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☒
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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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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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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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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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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Fiscal Year
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Year End Date
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Number of Weeks in Fiscal Year
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Current and Prior Fiscal Years:
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2019
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December 29, 2019
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52
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2018
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December 30, 2018
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52
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2017
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December 31, 2017
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53
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2016
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December 25, 2016
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52
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2015
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December 27, 2015
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52
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Upcoming Fiscal Year:
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2020
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December 27, 2020
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52
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•
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Recapture our Soul.
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•
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Deliver the Promise.
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•
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Tell Our Story.
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•
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Accelerate Profitable Growth
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Name
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Age
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Position
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Paul Murphy
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65
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President and Chief Executive Officer(1)
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Jonathan Muhtar
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48
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Executive Vice President and Chief Concept Officer
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Lynn S. Schweinfurth
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52
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Executive Vice President and Chief Financial Officer
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Michael Buchmeier
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56
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Senior Vice President, Chief People Officer, and Interim Chief Operating Officer
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Dean Cookson
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50
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Senior Vice President and Chief Information Officer
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Michael L. Kaplan
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51
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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, gross margins, and expense management, enhancing our restaurant environments and Guest engagement;
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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 ability to hire, train and retain Team Members, especially General Managers;
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•
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our ability to grow sales through menu rationalization 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 the development of a new restaurant prototype;
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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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developing, testing, and implementing more recent initiatives, such as changes to our service model, our partnership with Donato's®, online ordering services, third-party and last mile delivery services, catering services, and addressing operational challenges associated with these initiatives;
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•
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the amount of future capital expenditures;
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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;
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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, refreshes, remodels, potential expansion and other changes to our franchise program;
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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 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 our taxes, including anticipated tax credits and net operating loss carryforwards;
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•
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expectations regarding the discontinuance of LIBOR and its effect on our credit facility;
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•
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expectations regarding competition and our competitive advantages against our casual dining peers;
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•
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expectations regarding consumer preferences and consumer discretionary spending; and
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•
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statements under the heading "2020 Outlook and Beyond"
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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 Team Members 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 Team Members;
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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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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, including the WARN Act.
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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 Dollar Value of Shares (or Units) that May Yet be Purchased Under the Plan (in thousands)
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||||||
10/7/19-11/3/19
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12,000
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$
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31.60
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131,600
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$
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70,713
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11/4/19-12/1/19
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11,400
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27.39
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143,000
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70,401
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12/2/19-12/29/19
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11,400
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$
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28.53
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154,400
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$
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70,075
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Pursuant to Publicly Announced Plans or Programs(2)
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34,800
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Fiscal Years Ended
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||||||||||||||||||||||
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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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December 29, 2019
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Red Robin Gourmet Burgers, Inc. (RRGB)
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$
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100.00
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$
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80.92
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$
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73.87
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$
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73.80
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$
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34.96
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$
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40.60
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The Russell 3000 Index
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100.00
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99.47
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111.67
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133.09
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124.34
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163.81
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S&P 600 Restaurants(2)
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100.00
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95.87
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113.84
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118.17
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128.14
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142.30
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(1)
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Represents performance of $100 invested on December 29, 2014 in stock or index, including reinvestment of dividends based on calendar years ending December 31 for purposes of comparability.
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(2)
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The S&P 600 Restaurants includes companies such as Bloomin' Brands Inc., Chuy's Holdings Inc., Dine Brands Global, Inc., and Fiesta Restaurant Group, Inc.
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Fiscal Year
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||||||||||||||||||
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2019
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2018
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2017
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2016
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2015
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||||||||||
(in thousands, except per share and operating data)
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(52 Weeks)
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(52 Weeks)
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(53 Weeks)
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(52 Weeks)
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(52 Weeks)
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||||||||||
Statement of Operations Data:
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Revenue:
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Restaurant revenue
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$
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1,289,521
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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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Total revenues(1)
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1,315,014
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1,338,563
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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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Total costs and expenses(2)(3)(4)(5)(6)
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1,328,141
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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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1,198,170
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|||||
(Loss) income from operations
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(13,127
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)
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(10,485
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)
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39,032
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11,570
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67,045
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|||||
Net (loss) income
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(7,903
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)
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(6,419
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)
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30,019
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11,725
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47,704
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(Loss) earnings per share:
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||||||||
Basic
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$
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(0.61
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)
|
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$
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(0.49
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)
|
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$
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2.33
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$
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0.88
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|
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$
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3.40
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Diluted
|
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$
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(0.61
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)
|
|
$
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(0.49
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)
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$
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2.31
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|
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$
|
0.87
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$
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3.36
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Shares used in computing earnings per share:
|
|
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|
|
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|
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||||||||
Basic
|
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12,959
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|
|
12,976
|
|
|
12,899
|
|
|
13,332
|
|
|
14,042
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|||||
Diluted
|
|
12,959
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|
|
12,976
|
|
|
12,998
|
|
|
13,462
|
|
|
14,216
|
|
|||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
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|
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|
||||||||
Cash and cash equivalents
|
|
$
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30,045
|
|
|
$
|
18,569
|
|
|
$
|
17,714
|
|
|
$
|
11,732
|
|
|
$
|
22,705
|
|
Total assets
|
|
1,237,580
|
|
|
843,941
|
|
|
910,615
|
|
|
918,545
|
|
|
839,979
|
|
|||||
Long-term debt, including current portion
|
|
206,875
|
|
|
203,575
|
|
|
277,313
|
|
|
347,838
|
|
|
210,847
|
|
|||||
Total stockholders’ equity
|
|
$
|
360,520
|
|
|
$
|
382,805
|
|
|
$
|
387,435
|
|
|
$
|
348,053
|
|
|
$
|
374,311
|
|
Cash Flow Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net cash provided by operating activities
|
|
$
|
57,915
|
|
|
$
|
126,295
|
|
|
$
|
156,607
|
|
|
$
|
98,957
|
|
|
$
|
140,923
|
|
Net cash used in investing activities
|
|
(57,030
|
)
|
|
(49,836
|
)
|
|
(83,290
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)
|
|
(199,379
|
)
|
|
(169,111
|
)
|
|||||
Net cash provided by (used in) financing activities
|
|
$
|
9,678
|
|
|
$
|
(74,298
|
)
|
|
$
|
(67,924
|
)
|
|
$
|
89,333
|
|
|
$
|
28,767
|
|
Selected Operating Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net sales per square foot in Company-owned restaurants
|
|
$
|
439
|
|
|
$
|
441
|
|
|
$
|
461
|
|
|
$
|
449
|
|
|
$
|
466
|
|
Total operating weeks(7)
|
|
24,707
|
|
|
25,165
|
|
|
25,038
|
|
|
23,799
|
|
|
22,006
|
|
|||||
Company-owned restaurants open at end of period
|
|
454
|
|
|
484
|
|
|
480
|
|
|
465
|
|
|
439
|
|
|||||
Franchised restaurants open at end of period
|
|
102
|
|
|
89
|
|
|
86
|
|
|
86
|
|
|
99
|
|
|||||
Comparable restaurant net sales (decrease) increase(8)(9)
|
|
(0.6
|
)%
|
|
(2.6
|
)%
|
|
0.7
|
%
|
|
(3.3
|
)%
|
|
2.1
|
%
|
(1)
|
Franchise and other revenue for 2015 was previously reported as $18.7 million with Topic 606 (Revenue from Contracts with Customers) adoption adjustments of $7.6 million, resulting in an adjusted amount of $26.3 million.
|
(2)
|
2019 includes pre-tax non-cash asset impairment charges of $15.1 million primarily related to the impairment of 29 restaurants, $3.5 million of executive transition costs, $3.3 million of board and stockholder matter costs, $1.0 million
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(3)
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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.
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(4)
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2017 includes pre-tax non-cash asset impairment charges of $6.9 million related to the impairment of 13 restaurants.
|
(5)
|
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.
|
(6)
|
2015 includes pre-tax non-cash asset impairment charges of $0.6 million related to the impairment of two restaurants.
|
(7)
|
Total operating weeks represent the number of weeks that the Company-owned restaurants were open during the reporting period.
|
(8)
|
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.
|
•
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Financial performance.
|
◦
|
Restaurant revenue decreased $26.7 million, or 2.0%, to $1.3 billion for the 52 weeks ended December 29, 2019, as compared to the 52 weeks ended December 30, 2018, due to a $20.2 million decrease from closed restaurants and a $7.7 million, or 0.6%, decrease in comparable restaurant revenue, partially offset by a $1.2 million increase from newly opened restaurants in their first full year of operations.
|
◦
|
Restaurant operating costs, as a percentage of restaurant revenue, increased 110 basis points to 82.1% for the 52 weeks ended December 29, 2019, as compared to 81.0% for the 52 weeks ended December 30, 2018. The increase was primarily due to a 70 basis point increase in labor costs and a 70 basis point increase in other operating costs, partially offset by a 30 basis point decrease in cost of sales.
|
◦
|
Net loss was $7.9 million for the 52 weeks ended December 29, 2019 compared to net loss of $6.4 million for the 52 weeks ended December 30, 2018. Diluted loss per share was $0.61 for the 52 weeks ended
|
•
|
Marketing. Our Red Robin Royalty™ loyalty program operates in all our U.S. 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. Our new "All the Fulls" omni-channel marketing campaign launched in 2019 focuses heavily on increased social and digital marketing techniques and the brand's emotional connection with Guests.
|
•
|
Comparable restaurant revenue growth in the low single digits;
|
•
|
Incremental restaurant-level operating profit expected to be offset by pre-opening expenses, marketing, and project expenses associated with growth initiatives;
|
•
|
Net income of at least $2 million, including a tax benefit of $10 million to $12 million;
|
•
|
Adjusted EBITDA, a non-GAAP financial measure, of at least flat compared to approximately $101 million in 2019; and
|
•
|
Capital expenditures of $50 million to $60 million, including the restaurant support center and systems; restaurant maintenance, refreshes and remodels; introduction of Donatos®; technology; and other investments to support growth initiatives.
|
|
|
Year Ended
|
||||
|
|
December 29, 2019
|
|
December 30, 2018
|
||
Company-owned:
|
|
|
|
|
||
Beginning of period
|
|
484
|
|
|
480
|
|
Opened during the period(1)
|
|
—
|
|
|
8
|
|
Sold to franchisee(2)
|
|
(12
|
)
|
|
—
|
|
Closed during the period
|
|
(18
|
)
|
|
(4
|
)
|
End of period
|
|
454
|
|
|
484
|
|
Franchised:
|
|
|
|
|
||
Beginning of period
|
|
89
|
|
|
86
|
|
Opened during the period
|
|
1
|
|
|
3
|
|
Acquired from corporate(2)
|
|
12
|
|
|
—
|
|
Closed during the period
|
|
—
|
|
|
—
|
|
End of period
|
|
102
|
|
|
89
|
|
Total number of restaurants
|
|
556
|
|
|
573
|
|
|
|
Year Ended
|
||||
|
|
December 29, 2019
|
|
December 30, 2018
|
||
Revenues:
|
|
|
|
|
||
Restaurant revenue
|
|
98.1
|
%
|
|
98.3
|
%
|
Franchise revenue
|
|
1.3
|
|
|
1.3
|
|
Other revenue
|
|
0.6
|
|
|
0.4
|
|
Total revenues
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
|
|
||
Costs and expenses:
|
|
|
|
|
||
Restaurant operating costs (exclusive of depreciation and amortization shown separately below)(1)
|
|
|
|
|
||
Cost of sales
|
|
23.5
|
%
|
|
23.8
|
%
|
Labor
|
|
35.4
|
|
|
34.7
|
|
Other operating
|
|
14.5
|
|
|
13.8
|
|
Occupancy
|
|
8.7
|
|
|
8.7
|
|
Total restaurant operating costs
|
|
82.1
|
|
|
81.0
|
|
Depreciation and amortization
|
|
7.0
|
|
|
7.1
|
|
Selling, general and administrative
|
|
11.9
|
|
|
11.0
|
|
Pre-opening and acquisition costs
|
|
—
|
|
|
0.2
|
|
Other charges
|
|
1.6
|
|
|
2.9
|
|
(Loss) from operations
|
|
(1.0
|
)
|
|
(0.8
|
)
|
Other (income) expense:
|
|
|
|
|
||
Interest expense
|
|
0.8
|
|
|
0.8
|
|
Interest (income) and other, net
|
|
(0.1
|
)
|
|
—
|
|
Total other expenses
|
|
0.7
|
|
|
0.8
|
|
(Loss) before income taxes
|
|
(1.7
|
)
|
|
(1.6
|
)
|
Income tax benefit
|
|
(1.1
|
)
|
|
(1.1
|
)
|
Net loss
|
|
(0.6
|
)%
|
|
(0.5
|
)%
|
|
|
Year Ended
|
|||||||||
(Revenues in thousands)
|
|
2019
|
|
2018
|
|
Percent Change
|
|||||
Restaurant revenue
|
|
$
|
1,289,521
|
|
|
$
|
1,316,209
|
|
|
(2.0
|
)%
|
Franchise revenue
|
|
17,497
|
|
|
17,409
|
|
|
0.5
|
%
|
||
Other revenue
|
|
7,996
|
|
|
4,945
|
|
|
61.7
|
%
|
||
Total revenues
|
|
$
|
1,315,014
|
|
|
$
|
1,338,563
|
|
|
(1.8
|
)%
|
Average weekly sales volumes in Company-owned restaurants
|
|
$
|
52,193
|
|
|
$
|
52,216
|
|
|
|
|
Total operating weeks
|
|
24,707
|
|
|
25,165
|
|
|
(1.8
|
)%
|
||
Net sales per square foot
|
|
$
|
439
|
|
|
$
|
441
|
|
|
(0.5
|
)%
|
(In thousands, except percentages)
|
|
2019
|
|
2018
|
|
Percent Change
|
|||||
Cost of sales
|
|
$
|
303,404
|
|
|
$
|
313,504
|
|
|
(3.2
|
)%
|
As a percent of restaurant revenue
|
|
23.5
|
%
|
|
23.8
|
%
|
|
(0.3
|
)%
|
(In thousands, except percentages)
|
|
2019
|
|
2018
|
|
Percent Change
|
|||||
Labor
|
|
$
|
456,778
|
|
|
$
|
456,262
|
|
|
0.1
|
%
|
As a percent of restaurant revenue
|
|
35.4
|
%
|
|
34.7
|
%
|
|
0.7
|
%
|
(In thousands, except percentages)
|
|
2019
|
|
2018
|
|
Percent Change
|
|||||
Other operating
|
|
$
|
186,476
|
|
|
$
|
182,084
|
|
|
2.4
|
%
|
As a percent of restaurant revenue
|
|
14.5
|
%
|
|
13.8
|
%
|
|
0.7
|
%
|
(In thousands, except percentages)
|
|
2019
|
|
2018
|
|
Percent Change
|
|||||
Occupancy
|
|
$
|
111,798
|
|
|
$
|
114,146
|
|
|
(2.1
|
)%
|
As a percent of restaurant revenue
|
|
8.7
|
%
|
|
8.7
|
%
|
|
—%
|
|
(In thousands, except percentages)
|
|
2019
|
|
2018
|
|
Percent Change
|
|||||
Depreciation and amortization
|
|
$
|
91,790
|
|
|
$
|
95,371
|
|
|
(3.8
|
)%
|
As a percent of total revenues
|
|
7.0
|
%
|
|
7.1
|
%
|
|
(0.1
|
)%
|
(In thousands, except percentages)
|
|
2019
|
|
2018
|
|
Percent Change
|
|||||
Selling, general, and administrative
|
|
$
|
155,978
|
|
|
$
|
146,458
|
|
|
6.5
|
%
|
As a percent of total revenues
|
|
11.9
|
%
|
|
11.0
|
%
|
|
0.9
|
%
|
(In thousands, except percentages)
|
|
2019
|
|
2018
|
|
Percent Change
|
|||||
Pre-opening costs
|
|
$
|
319
|
|
|
$
|
2,092
|
|
|
(84.8
|
)%
|
As a percent of total revenues
|
|
—%
|
|
|
0.2
|
%
|
|
*
|
|
||
|
|
|
|
|
|
|
|||||
Number of restaurants opened during year
|
|
—
|
|
|
8
|
|
|
*
|
|
||
Average per restaurant pre-opening costs
|
|
$
|
—
|
|
|
$
|
262
|
|
|
*
|
|
* Percentage increases and decreases over 100 percent were not considered meaningful.
|
(In thousands, except percentages)
|
|
2019
|
|
2018
|
|
Percent Change
|
|||||
Asset impairment
|
|
$
|
15,094
|
|
|
$
|
28,127
|
|
|
(46.3
|
)%
|
Executive transition and severance
|
|
3,450
|
|
|
—
|
|
|
*
|
|
||
Board and stockholder matter costs
|
|
3,261
|
|
|
—
|
|
|
*
|
|
||
Executive retention
|
|
980
|
|
|
—
|
|
|
*
|
|
||
Restaurant closures and refranchising
|
|
(1,187
|
)
|
|
—
|
|
|
*
|
|
||
Litigation contingencies
|
|
—
|
|
|
4,795
|
|
|
*
|
|
||
Reorganization costs
|
|
—
|
|
|
3,273
|
|
|
*
|
|
||
Smallwares disposal
|
|
—
|
|
|
2,936
|
|
|
*
|
|
||
Other charges
|
|
$
|
21,598
|
|
|
$
|
39,131
|
|
|
|
|
|
|
|
|
|
|
|
|||||
* Percentage increases and decreases over 100 percent were not considered meaningful.
|
|
|
2019
|
|
2018
|
||||
Net cash provided by operating activities
|
|
$
|
57,915
|
|
|
$
|
126,295
|
|
Net cash used in investing activities
|
|
(57,030
|
)
|
|
(49,836
|
)
|
||
Net cash provided by (used) in financing activities
|
|
9,678
|
|
|
(74,298
|
)
|
||
Effect of currency translation on cash
|
|
913
|
|
|
(1,306
|
)
|
||
Net increase in cash and cash equivalents
|
|
$
|
11,476
|
|
|
$
|
855
|
|
|
2019
|
|
2018
|
||||
Investment in technology infrastructure and other
|
$
|
39,202
|
|
|
$
|
13,983
|
|
Restaurant maintenance capital and other
|
17,288
|
|
|
26,781
|
|
||
New restaurants
|
—
|
|
|
9,507
|
|
||
Restaurant remodels and refreshes
|
819
|
|
|
—
|
|
||
Total capital expenditures
|
$
|
57,309
|
|
|
$
|
50,271
|
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
|
Total
|
|
2020
|
|
2021 - 2022
|
|
2023 - 2024
|
|
2025 and Thereafter
|
||||||||||
Long-term debt obligations(1)
|
|
$
|
231,883
|
|
|
$
|
8,293
|
|
|
$
|
222,585
|
|
|
$
|
65
|
|
|
$
|
940
|
|
Finance lease obligations(2)
|
|
12,531
|
|
|
1,065
|
|
|
2,112
|
|
|
1,848
|
|
|
7,506
|
|
|||||
Operating lease obligations(3)
|
|
739,777
|
|
|
70,303
|
|
|
149,692
|
|
|
140,138
|
|
|
379,644
|
|
|||||
Purchase obligations(4)
|
|
162,282
|
|
|
98,577
|
|
|
63,705
|
|
|
—
|
|
|
—
|
|
|||||
Other non-current liabilities(5)
|
|
7,233
|
|
|
1,343
|
|
|
2,302
|
|
|
1,504
|
|
|
2,084
|
|
|||||
Total contractual obligations
|
|
$
|
1,153,706
|
|
|
$
|
179,581
|
|
|
$
|
440,396
|
|
|
$
|
143,555
|
|
|
$
|
390,174
|
|
1.
|
Long-term debt obligations primarily represent minimum required principal payments under our credit agreement including estimated interest of $24.8 million based on a 4.01% average borrowing interest rate.
|
2.
|
Finance lease obligations include interest of $3.0 million.
|
3.
|
Operating lease obligations exclude variable lease costs, such as sales based contingent rent, and include interest of $241.2 million.
|
4.
|
Purchase obligations includes the Company's share of system-wide commitments for food, beverage, and restaurant 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 the employee deferred compensation plan liability. Refer to Note 15, Employee Benefit Programs, of the Notes to the Consolidated Financial Statements in Part II, Item 8 of this report for additional information.
|
|
Page
|
|
|
December 29, 2019
|
|
December 30, 2018
|
||||
Assets:
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
30,045
|
|
|
$
|
18,569
|
|
Accounts receivable, net
|
|
22,372
|
|
|
25,034
|
|
||
Inventories
|
|
26,424
|
|
|
27,370
|
|
||
Prepaid expenses and other current assets
|
|
26,646
|
|
|
27,576
|
|
||
Total current assets
|
|
105,487
|
|
|
98,549
|
|
||
Property and equipment, net
|
|
518,013
|
|
|
565,142
|
|
||
Right of use assets, net
|
|
426,248
|
|
|
—
|
|
||
Goodwill
|
|
96,397
|
|
|
95,838
|
|
||
Intangible assets, net
|
|
29,975
|
|
|
34,609
|
|
||
Other assets, net
|
|
61,460
|
|
|
49,803
|
|
||
Total assets
|
|
$
|
1,237,580
|
|
|
$
|
843,941
|
|
Liabilities and stockholders’ equity:
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
33,040
|
|
|
$
|
39,024
|
|
Accrued payroll and payroll-related liabilities
|
|
35,221
|
|
|
37,922
|
|
||
Unearned revenue
|
|
54,223
|
|
|
55,360
|
|
||
Short-term portion of lease obligations
|
|
42,699
|
|
|
786
|
|
||
Accrued liabilities and other current liabilities
|
|
29,403
|
|
|
38,057
|
|
||
Total current liabilities
|
|
194,586
|
|
|
171,149
|
|
||
Deferred rent
|
|
—
|
|
|
75,675
|
|
||
Long-term debt
|
|
206,875
|
|
|
193,375
|
|
||
Long-term portion of lease obligations
|
|
465,435
|
|
|
9,414
|
|
||
Other non-current liabilities
|
|
10,164
|
|
|
11,523
|
|
||
Total liabilities
|
|
877,060
|
|
|
461,136
|
|
||
Stockholders’ equity:
|
|
|
|
|
||||
Common stock; $0.001 par value: 45,000 shares authorized; 17,851 shares issued; 12,923 and 12,971 shares outstanding
|
|
18
|
|
|
18
|
|
||
Preferred stock, $0.001 par value: 3,000 shares authorized; no shares issued and outstanding
|
|
—
|
|
|
—
|
|
||
Treasury stock 4,928 and 4,880 shares, at cost
|
|
(202,313
|
)
|
|
(201,505
|
)
|
||
Paid-in capital
|
|
213,922
|
|
|
212,752
|
|
||
Accumulated other comprehensive loss, net of tax
|
|
(4,373
|
)
|
|
(4,801
|
)
|
||
Retained earnings
|
|
353,266
|
|
|
376,341
|
|
||
Total stockholders’ equity
|
|
360,520
|
|
|
382,805
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
1,237,580
|
|
|
$
|
843,941
|
|
|
|
Year Ended
|
||||||||||
|
|
December 29, 2019
|
|
December 30, 2018
|
|
December 31, 2017
|
||||||
Revenues:
|
|
|
|
|
|
|
||||||
Restaurant revenue
|
|
$
|
1,289,521
|
|
|
$
|
1,316,209
|
|
|
$
|
1,365,060
|
|
Franchise revenue
|
|
17,497
|
|
|
17,409
|
|
|
17,681
|
|
|||
Other revenue
|
|
7,996
|
|
|
4,945
|
|
|
4,825
|
|
|||
Total revenues
|
|
1,315,014
|
|
|
1,338,563
|
|
|
1,387,566
|
|
|||
Costs and expenses:
|
|
|
|
|
|
|
||||||
Restaurant operating costs (excluding depreciation and amortization shown separately below):
|
|
|
|
|
|
|
||||||
Cost of sales
|
|
303,404
|
|
|
313,504
|
|
|
320,355
|
|
|||
Labor (includes $161, $245, and $346 of stock-based compensation)
|
|
456,778
|
|
|
456,262
|
|
|
475,432
|
|
|||
Other operating
|
|
186,476
|
|
|
182,084
|
|
|
178,309
|
|
|||
Occupancy
|
|
111,798
|
|
|
114,146
|
|
|
112,753
|
|
|||
Depreciation and amortization
|
|
91,790
|
|
|
95,371
|
|
|
92,545
|
|
|||
Selling, general, and administrative expenses (includes $3,103, $3,803, and $4,442 of stock-based compensation)
|
|
155,978
|
|
|
146,458
|
|
|
156,656
|
|
|||
Pre-opening costs
|
|
319
|
|
|
2,092
|
|
|
5,570
|
|
|||
Other charges
|
|
21,598
|
|
|
39,131
|
|
|
6,914
|
|
|||
Total costs and expenses
|
|
1,328,141
|
|
|
1,349,048
|
|
|
1,348,534
|
|
|||
|
|
|
|
|
|
|
||||||
(Loss) income from operations
|
|
(13,127
|
)
|
|
(10,485
|
)
|
|
39,032
|
|
|||
Other expense (income):
|
|
|
|
|
|
|
||||||
Interest expense and other
|
|
10,178
|
|
|
10,704
|
|
|
10,955
|
|
|||
Interest (income) and other, net
|
|
(1,068
|
)
|
|
221
|
|
|
(943
|
)
|
|||
Total other expenses
|
|
9,110
|
|
|
10,925
|
|
|
10,012
|
|
|||
(Loss) income before income taxes
|
|
(22,237
|
)
|
|
(21,410
|
)
|
|
29,020
|
|
|||
Income tax benefit
|
|
(14,334
|
)
|
|
(14,991
|
)
|
|
(999
|
)
|
|||
Net (loss) income
|
|
$
|
(7,903
|
)
|
|
$
|
(6,419
|
)
|
|
$
|
30,019
|
|
(Loss) earnings per share:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
(0.61
|
)
|
|
$
|
(0.49
|
)
|
|
$
|
2.33
|
|
Diluted
|
|
$
|
(0.61
|
)
|
|
$
|
(0.49
|
)
|
|
$
|
2.31
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
||||||
Basic
|
|
12,959
|
|
|
12,976
|
|
|
12,899
|
|
|||
Diluted
|
|
12,959
|
|
|
12,976
|
|
|
12,998
|
|
|||
|
|
|
|
|
|
|
||||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
|
$
|
428
|
|
|
$
|
(1,235
|
)
|
|
$
|
1,442
|
|
Other comprehensive income (loss), net of tax
|
|
428
|
|
|
(1,235
|
)
|
|
1,442
|
|
|||
Total comprehensive (loss) income
|
|
$
|
(7,475
|
)
|
|
$
|
(7,654
|
)
|
|
$
|
31,461
|
|
|
|
Common Stock
|
|
Treasury Stock
|
|
|
|
Accumulated
Other Comprehensive Loss, net of tax |
|
|
|
|
||||||||||||||||||
|
|
Paid-in
Capital |
|
|
Retained
Earnings |
|
|
|||||||||||||||||||||||
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
Total
|
|||||||||||||||||||
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
|
|
||||||
Exercise of options, issuance of restricted stock, shares exchanged for exercise and tax, and stock issued through employee stock purchase plan
|
|
—
|
|
|
—
|
|
|
(64
|
)
|
|
2,642
|
|
|
(2,180
|
)
|
|
—
|
|
|
—
|
|
|
462
|
|
||||||
Acquisition of treasury stock
|
|
—
|
|
|
—
|
|
|
112
|
|
|
(3,450
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,450
|
)
|
||||||
Non-cash stock compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,350
|
|
|
|
|
|
|
|
|
3,350
|
|
||||||
Topic 842 transition impairment, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,172
|
)
|
|
(15,172
|
)
|
||||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,903
|
)
|
|
(7,903
|
)
|
||||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
428
|
|
|
|
|
428
|
|
|||||||
Balance, December 29, 2019
|
|
17,851
|
|
|
$
|
18
|
|
|
4,928
|
|
|
$
|
(202,313
|
)
|
|
$
|
213,922
|
|
|
$
|
(4,373
|
)
|
|
$
|
353,266
|
|
|
$
|
360,520
|
|
|
|
Year Ended
|
||||||||||
|
|
December 29, 2019
|
|
December 30, 2018
|
|
December 31, 2017
|
||||||
Cash Flows From Operating Activities:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
(7,903
|
)
|
|
$
|
(6,419
|
)
|
|
$
|
30,019
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
91,790
|
|
|
95,371
|
|
|
92,545
|
|
|||
Gift card breakage
|
|
(6,776
|
)
|
|
(3,898
|
)
|
|
(4,026
|
)
|
|||
Other charges - asset impairment and unpaid other charges
|
|
1,473
|
|
|
35,715
|
|
|
6,914
|
|
|||
Deferred income tax benefit
|
|
(9,640
|
)
|
|
(18,613
|
)
|
|
(6,478
|
)
|
|||
Stock-based compensation expense
|
|
3,344
|
|
|
4,048
|
|
|
4,788
|
|
|||
Other, net
|
|
678
|
|
|
1,052
|
|
|
1,043
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
||||||
Accounts receivable
|
|
2,766
|
|
|
2,922
|
|
|
(609
|
)
|
|||
Prepaid expenses and other current assets
|
|
(8,240
|
)
|
|
5,918
|
|
|
(4,105
|
)
|
|||
Trade accounts payable and accrued liabilities
|
|
(15,490
|
)
|
|
5,685
|
|
|
21,022
|
|
|||
Unearned revenue
|
|
5,632
|
|
|
3,397
|
|
|
9,701
|
|
|||
Other operating assets and liabilities, net
|
|
281
|
|
|
1,117
|
|
|
5,793
|
|
|||
Net cash provided by operating activities
|
|
57,915
|
|
|
126,295
|
|
|
156,607
|
|
|||
Cash Flows From Investing Activities:
|
|
|
|
|
|
|
||||||
Purchases of property, equipment and intangible assets
|
|
(57,309
|
)
|
|
(50,271
|
)
|
|
(83,531
|
)
|
|||
Proceeds from sales of real estate and property, plant, and equipment and other
|
|
279
|
|
|
435
|
|
|
241
|
|
|||
Net cash used in investing activities
|
|
(57,030
|
)
|
|
(49,836
|
)
|
|
(83,290
|
)
|
|||
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
||||||
Borrowings of long-term debt
|
|
273,500
|
|
|
215,500
|
|
|
186,550
|
|
|||
Payments of long-term debt and finance leases
|
|
(261,063
|
)
|
|
(289,238
|
)
|
|
(257,215
|
)
|
|||
Purchase of treasury stock
|
|
(3,450
|
)
|
|
(1,474
|
)
|
|
—
|
|
|||
Debt issuance costs
|
|
(33
|
)
|
|
—
|
|
|
(664
|
)
|
|||
Proceeds from exercise of stock options and employee stock purchase plan
|
|
724
|
|
|
914
|
|
|
3,405
|
|
|||
Net cash provided by (used in) financing activities
|
|
9,678
|
|
|
(74,298
|
)
|
|
(67,924
|
)
|
|||
Effect of Currency Translation on Cash
|
|
913
|
|
|
(1,306
|
)
|
|
589
|
|
|||
Net increase in cash and cash equivalents
|
|
11,476
|
|
|
855
|
|
|
5,982
|
|
|||
Cash and cash equivalents, beginning of period
|
|
18,569
|
|
|
17,714
|
|
|
11,732
|
|
|||
Cash and cash equivalents, end of period
|
|
$
|
30,045
|
|
|
$
|
18,569
|
|
|
$
|
17,714
|
|
|
|
|
|
|
|
|
||||||
Supplemental disclosure of cash flow information
|
|
|
|
|
|
|
||||||
Income taxes paid
|
|
$
|
3,237
|
|
|
$
|
2,486
|
|
|
$
|
3,999
|
|
Interest paid, net of amounts capitalized
|
|
$
|
9,750
|
|
|
$
|
10,013
|
|
|
$
|
10,372
|
|
Change in accrued capital expenditures
|
|
$
|
(3,910
|
)
|
|
$
|
(507
|
)
|
|
$
|
(5,951
|
)
|
Fiscal Year
|
|
Year End Date
|
|
Number of Weeks in Fiscal Year
|
|
Current and Prior Fiscal Years:
|
|
|
|
|
|
2019
|
|
December 29, 2019
|
|
52
|
|
2018
|
|
December 30, 2018
|
|
52
|
|
2017
|
|
December 31, 2017
|
|
53
|
|
Upcoming Fiscal Year
|
|
|
|
|
|
2020
|
|
December 27, 2020
|
|
52
|
|
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
|
|
2019
|
|
2018
|
|
2017
|
|||
Basic weighted average shares outstanding
|
12,959
|
|
|
12,976
|
|
|
12,899
|
|
Dilutive effect of stock options and awards
|
—
|
|
|
—
|
|
|
99
|
|
Diluted weighted average shares outstanding
|
12,959
|
|
|
12,976
|
|
|
12,998
|
|
|
|
|
|
|
|
|||
Awards excluded due to anti-dilutive effect on diluted earnings per share
|
378
|
|
|
427
|
|
|
329
|
|
|
|
Year Ended
|
||||||||||
|
|
December 29, 2019
|
|
December 30, 2018
|
|
December 31, 2017
|
||||||
Restaurant revenue
|
|
$
|
1,289,521
|
|
|
$
|
1,316,209
|
|
|
$
|
1,365,060
|
|
Franchise revenue
|
|
17,497
|
|
|
17,409
|
|
|
17,681
|
|
|||
Other revenue
|
|
7,996
|
|
|
4,945
|
|
|
4,825
|
|
|||
Total revenues
|
|
$
|
1,315,014
|
|
|
$
|
1,338,563
|
|
|
$
|
1,387,566
|
|
|
|
Year Ended
|
||||||||||
|
|
December 29, 2019
|
|
December 30, 2018
|
|
December 31, 2017
|
||||||
Gift card revenue
|
|
$
|
19,941
|
|
|
$
|
17,487
|
|
|
$
|
16,337
|
|
|
|
Year Ended
|
||||||||||
|
|
December 29, 2019
|
|
December 30, 2018
|
|
December 31, 2017
|
||||||
Asset impairment
|
|
$
|
15,094
|
|
|
$
|
28,127
|
|
|
$
|
6,914
|
|
Executive transition and severance
|
|
3,450
|
|
|
—
|
|
|
—
|
|
|||
Board and stockholder matter costs
|
|
3,261
|
|
|
—
|
|
|
—
|
|
|||
Executive retention
|
|
980
|
|
|
—
|
|
|
—
|
|
|||
Restaurant closures and refranchising
|
|
(1,187
|
)
|
|
—
|
|
|
—
|
|
|||
Litigation contingencies
|
|
—
|
|
|
4,795
|
|
|
—
|
|
|||
Reorganization costs
|
|
—
|
|
|
3,273
|
|
|
—
|
|
|||
Smallwares disposal
|
|
—
|
|
|
2,936
|
|
|
—
|
|
|||
Other charges
|
|
$
|
21,598
|
|
|
$
|
39,131
|
|
|
$
|
6,914
|
|
|
December 29, 2019
|
|
December 30, 2018
|
||||
Land
|
$
|
41,850
|
|
|
$
|
41,850
|
|
Buildings
|
96,944
|
|
|
110,050
|
|
||
Leasehold improvements
|
708,954
|
|
|
706,648
|
|
||
Furniture, fixtures, and equipment
|
411,874
|
|
|
395,438
|
|
||
Construction in progress
|
13,697
|
|
|
8,731
|
|
||
Property and equipment, at cost
|
1,273,319
|
|
|
1,262,717
|
|
||
Accumulated depreciation and amortization
|
(755,306
|
)
|
|
(697,575
|
)
|
||
Property and equipment, net
|
$
|
518,013
|
|
|
$
|
565,142
|
|
|
|
2019
|
|
2018
|
||||
Balance, beginning
|
|
$
|
95,838
|
|
|
$
|
96,979
|
|
Foreign currency translation adjustment
|
|
559
|
|
|
(1,141
|
)
|
||
Balance, end
|
|
$
|
96,397
|
|
|
$
|
95,838
|
|
|
|
December 29, 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
|
|
$
|
53,336
|
|
|
$
|
(35,896
|
)
|
|
$
|
17,440
|
|
|
$
|
54,404
|
|
|
$
|
(33,160
|
)
|
|
$
|
21,244
|
|
Leasehold interests
|
|
13,001
|
|
|
(8,794
|
)
|
|
4,207
|
|
|
13,001
|
|
|
(8,136
|
)
|
|
4,865
|
|
||||||
Liquor licenses and other
|
|
10,737
|
|
|
(9,869
|
)
|
|
868
|
|
|
10,810
|
|
|
(9,770
|
)
|
|
1,040
|
|
||||||
|
|
$
|
77,074
|
|
|
$
|
(54,559
|
)
|
|
$
|
22,515
|
|
|
$
|
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
|
|
$
|
84,534
|
|
|
$
|
(54,559
|
)
|
|
$
|
29,975
|
|
|
$
|
85,675
|
|
|
$
|
(51,066
|
)
|
|
$
|
34,609
|
|
2020
|
|
$
|
3,684
|
|
2021
|
|
3,258
|
|
|
2022
|
|
2,830
|
|
|
2023
|
|
2,593
|
|
|
2024
|
|
2,300
|
|
|
Thereafter
|
|
7,850
|
|
|
|
|
$
|
22,515
|
|
|
December 29, 2019
|
|
December 30, 2018
|
||||
Payroll and payroll-related taxes
|
$
|
16,736
|
|
|
$
|
18,192
|
|
Workers compensation insurance
|
5,720
|
|
|
6,825
|
|
||
Accrued vacation
|
5,451
|
|
|
5,753
|
|
||
Corporate and restaurant incentive compensation
|
5,397
|
|
|
4,227
|
|
||
Other
|
1,917
|
|
|
2,925
|
|
||
Accrued payroll and payroll-related liabilities
|
$
|
35,221
|
|
|
$
|
37,922
|
|
|
December 29, 2019
|
|
December 30, 2018
|
||||
State and city sales tax payable
|
$
|
6,776
|
|
|
$
|
5,798
|
|
General liability insurance
|
6,622
|
|
|
6,826
|
|
||
Legal
|
4,290
|
|
|
4,910
|
|
||
Utilities
|
2,791
|
|
|
2,915
|
|
||
Real estate, personal property, state income, and other taxes payable
|
1,135
|
|
|
4,522
|
|
||
Other
|
7,789
|
|
|
13,086
|
|
||
Accrued liabilities and other current liabilities
|
$
|
29,403
|
|
|
$
|
38,057
|
|
|
December 29, 2019
|
|
December 30, 2018
|
||||||||||
|
Borrowings
|
|
Weighted
Average
Interest Rate
|
|
Borrowings
|
|
Weighted
Average
Interest Rate
|
||||||
Revolving credit facility and other long-term debt
|
$
|
206,875
|
|
|
5.10
|
%
|
|
$
|
193,375
|
|
|
4.20
|
%
|
Total Debt
|
206,875
|
|
|
|
|
193,375
|
|
|
|
||||
Less: Current portion
|
—
|
|
|
|
|
—
|
|
|
|
||||
Long-term debt
|
$
|
206,875
|
|
|
|
|
$
|
193,375
|
|
|
|
2020
|
$
|
—
|
|
2021
|
206,000
|
|
|
2022
|
—
|
|
|
2023
|
—
|
|
|
2024
|
—
|
|
|
Thereafter
|
875
|
|
|
|
$
|
206,875
|
|
Level 1:
|
Observable inputs that reflect unadjusted quote 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 29, 2019
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Investments in rabbi trust
|
|
$
|
7,337
|
|
|
$
|
7,337
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total assets measured at fair value
|
|
$
|
7,337
|
|
|
$
|
7,337
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
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
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
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
|
|
$
|
7,552
|
|
|
$
|
418,696
|
|
|
$
|
426,248
|
|
|
|
|
|
|
|
|
||||||
Short-term portion of lease obligations
|
|
725
|
|
|
41,974
|
|
|
42,699
|
|
|||
Long-term portion of lease obligations
|
|
8,822
|
|
|
456,613
|
|
|
465,435
|
|
|||
Total
|
|
$
|
9,547
|
|
|
$
|
498,587
|
|
|
$
|
508,134
|
|
|
|
Year Ended
|
||
|
|
December 29, 2019
|
||
Operating lease cost
|
|
$
|
75,496
|
|
Finance lease cost:
|
|
|
||
Amortization of right of use assets
|
|
793
|
|
|
Interest on lease liabilities
|
|
544
|
|
|
Total finance lease cost
|
|
1,337
|
|
|
Variable lease cost
|
|
29,300
|
|
|
Total lease costs
|
|
$
|
106,133
|
|
|
Finance Leases
|
|
Operating Leases
|
|
Total
|
||||||
2020
|
$
|
1,065
|
|
|
$
|
70,303
|
|
|
$
|
71,368
|
|
2021
|
1,133
|
|
|
75,990
|
|
|
77,123
|
|
|||
2022
|
979
|
|
|
73,702
|
|
|
74,681
|
|
|||
2023
|
916
|
|
|
71,670
|
|
|
72,586
|
|
|||
2024
|
932
|
|
|
68,468
|
|
|
69,400
|
|
|||
Thereafter
|
7,506
|
|
|
379,644
|
|
|
387,150
|
|
|||
Total future lease liability
|
12,531
|
|
|
739,777
|
|
|
752,308
|
|
|||
Less imputed interest
|
2,984
|
|
|
241,190
|
|
|
244,174
|
|
|||
Present value of lease liability
|
$
|
9,547
|
|
|
$
|
498,587
|
|
|
$
|
508,134
|
|
|
|
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
|
|
|
|
|
|
|
Year Ended
|
||
|
|
December 29, 2019
|
||
Cash flows from operating activities
|
|
|
||
Cash paid related to lease liabilities
|
|
|
||
Operating leases
|
|
$
|
78,260
|
|
Finance leases
|
|
512
|
|
|
Cash flows from financing activities
|
|
|
||
Cash paid related to lease liabilities
|
|
|
||
Finance leases
|
|
817
|
|
|
Cash paid for amounts included in the measurement of lease liabilities
|
|
$
|
79,589
|
|
|
|
|
||
Right of use assets obtained in exchange for operating lease obligations following the adoption of Topic 842 (Leases)
|
|
$
|
12,580
|
|
Right of use assets obtained in exchange for finance lease obligations following the adoption of Topic 842 (Leases)
|
|
$
|
1,606
|
|
|
|
|
||
Other information related to operating leases as follows:
|
|
|
||
Weighted average remaining lease term
|
|
10.7 years
|
|
|
Weighted average discount rate
|
|
7.4
|
%
|
|
|
|
|
||
Other information related to financing leases as follows:
|
|
|
||
Weighted average remaining lease term
|
|
12.4 years
|
|
|
Weighted average discount rate
|
|
4.9
|
%
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
U.S.
|
|
$
|
(14,549
|
)
|
|
$
|
(16,045
|
)
|
|
$
|
32,208
|
|
Foreign
|
|
(7,688
|
)
|
|
(5,365
|
)
|
|
(3,188
|
)
|
|||
|
|
$
|
(22,237
|
)
|
|
$
|
(21,410
|
)
|
|
$
|
29,020
|
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Current:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
(3,054
|
)
|
|
$
|
2,043
|
|
|
$
|
2,304
|
|
State
|
|
(1,687
|
)
|
|
1,579
|
|
|
3,175
|
|
|||
Foreign
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total current income tax (benefit) expense
|
|
$
|
(4,741
|
)
|
|
$
|
3,622
|
|
|
$
|
5,479
|
|
Deferred:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
(10,994
|
)
|
|
$
|
(16,688
|
)
|
|
$
|
(6,045
|
)
|
State
|
|
1,354
|
|
|
(2,068
|
)
|
|
(680
|
)
|
|||
Foreign
|
|
47
|
|
|
143
|
|
|
247
|
|
|||
Total deferred income tax benefit
|
|
(9,593
|
)
|
|
(18,613
|
)
|
|
(6,478
|
)
|
|||
Income tax benefit
|
|
$
|
(14,334
|
)
|
|
$
|
(14,991
|
)
|
|
$
|
(999
|
)
|
|
|
2019
|
|
2018
|
||||
Deferred tax assets and (liabilities), net:
|
|
|
|
|
||||
Leasing transactions
|
|
$
|
18,913
|
|
|
$
|
14,603
|
|
Stock-based compensation
|
|
4,920
|
|
|
5,434
|
|
||
General business and other tax credits
|
|
40,409
|
|
|
25,872
|
|
||
Accrued compensation and related costs
|
|
5,970
|
|
|
5,938
|
|
||
Advanced payments
|
|
3,597
|
|
|
3,783
|
|
||
Other non-current deferred tax assets
|
|
7,584
|
|
|
5,412
|
|
||
Other non-current deferred tax liabilities
|
|
(1,680
|
)
|
|
(2,605
|
)
|
||
Goodwill and other amortization, net
|
|
(12,138
|
)
|
|
(11,003
|
)
|
||
Property and equipment
|
|
(757
|
)
|
|
3,698
|
|
||
Prepaid expenses
|
|
(3,387
|
)
|
|
(3,600
|
)
|
||
Supplies inventory
|
|
(4,611
|
)
|
|
(4,514
|
)
|
||
Subtotal
|
|
58,820
|
|
|
43,018
|
|
||
Valuation allowance
|
|
(7,293
|
)
|
|
(5,177
|
)
|
||
Net deferred tax asset
|
|
51,527
|
|
|
37,841
|
|
||
Non-current deferred tax asset
|
|
52,438
|
|
|
38,688
|
|
||
Non-current deferred tax liability
|
|
(911
|
)
|
|
(847
|
)
|
||
Total
|
|
$
|
51,527
|
|
|
$
|
37,841
|
|
|
|
2019
|
|
2018
|
||||
Beginning of year
|
|
$
|
304
|
|
|
$
|
287
|
|
Increase due to current year tax positions
|
|
52
|
|
|
82
|
|
||
Due to decrease to a position taken in a prior year
|
|
(170
|
)
|
|
(7
|
)
|
||
Settlements
|
|
(16
|
)
|
|
(21
|
)
|
||
Reductions related to lapses
|
|
(66
|
)
|
|
(37
|
)
|
||
End of year
|
|
$
|
104
|
|
|
$
|
304
|
|
|
|
Stock Options
|
|||||
|
|
Shares
|
|
Weighted Average Exercise Price
|
|||
Outstanding, December 30, 2018
|
|
483
|
|
|
$
|
56.62
|
|
Granted
|
|
—
|
|
|
—
|
|
|
Forfeited/expired
|
|
(193
|
)
|
|
55.39
|
|
|
Exercised
|
|
(2
|
)
|
|
21.10
|
|
|
Outstanding, December 29, 2019
|
|
288
|
|
|
$
|
58.33
|
|
|
|
Shares
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Years of
Contractual
Life
|
|
Aggregate
Intrinsic Value
|
|||||
Outstanding as of December 29, 2019
|
|
288
|
|
|
$
|
58.33
|
|
|
4.73
|
|
$
|
70,458
|
|
Vested and expected to vest as of December 29, 2019 (1)
|
|
281
|
|
|
58.34
|
|
|
4.72
|
|
70,458
|
|
||
Exercisable as of December 29, 2019
|
|
219
|
|
|
58.47
|
|
|
4.60
|
|
70,458
|
|
(1)
|
The expected to vest options are the result of applying the pre-vesting forfeiture rate assumption to total outstanding options. The Company applies estimated forfeiture rates that are derived from our historical forfeitures of similar awards.
|
|
2019
|
|
2018
|
|
2017
|
|||||||||
Risk-free interest rate
|
—
|
|
%
|
|
2.5
|
|
%
|
|
1.8
|
|
%
|
|||
Expected years until exercise
|
0 years
|
|
|
|
3.2 years
|
|
|
|
5.0 years
|
|
|
|||
Expected stock volatility
|
—
|
|
%
|
|
43.4
|
|
%
|
|
37.9
|
|
%
|
|||
Dividend yield
|
—
|
|
%
|
|
—
|
|
%
|
|
—
|
|
%
|
|||
Weighted average Black-Scholes fair value per share at date of grant
|
$
|
—
|
|
|
|
$
|
16.56
|
|
|
|
$
|
17.11
|
|
|
Total intrinsic value of options exercised (in thousands)
|
$
|
20
|
|
|
|
$
|
390
|
|
|
|
$
|
1,676
|
|
|
|
|
Restricted Stock Units
|
|||||
|
|
Shares
|
|
Weighted Average Grant-Date Fair Value (per share)
|
|||
Outstanding, December 30, 2018
|
|
119
|
|
|
$
|
53.13
|
|
Awarded
|
|
211
|
|
|
30.16
|
|
|
Forfeited
|
|
(71
|
)
|
|
37.50
|
|
|
Vested
|
|
(41
|
)
|
|
55.43
|
|
|
Outstanding, December 29, 2019
|
|
218
|
|
|
$
|
35.62
|
|
|
|
Performance Stock Units
|
|||||
|
|
Shares
|
|
Weighted Average Grant-Date Fair Value (per share)
|
|||
Outstanding, December 30, 2018
|
|
63
|
|
|
$
|
55.35
|
|
Awarded
|
|
141
|
|
|
29.40
|
|
|
Forfeited
|
|
(96
|
)
|
|
37.43
|
|
|
Vested
|
|
—
|
|
|
—
|
|
|
Outstanding, December 29, 2019
|
|
108
|
|
|
$
|
37.25
|
|
2019
|
|
Q1
(16 weeks) |
|
Q2
(12 weeks) |
|
Q3
(12 weeks) |
|
Q4
(12 weeks) |
|
2019
(52 weeks) |
||||||||||
Total revenues
|
|
$
|
409,866
|
|
|
$
|
307,981
|
|
|
$
|
294,222
|
|
|
$
|
302,945
|
|
|
$
|
1,315,014
|
|
Income (loss) from operations
|
|
$
|
3,401
|
|
|
$
|
(12,852
|
)
|
|
$
|
(5,223
|
)
|
|
$
|
1,547
|
|
|
$
|
(13,127
|
)
|
Net income (loss)
|
|
$
|
639
|
|
|
$
|
981
|
|
|
$
|
(1,821
|
)
|
|
$
|
(7,702
|
)
|
|
$
|
(7,903
|
)
|
Basic earnings (loss) per share
|
|
$
|
0.05
|
|
|
$
|
0.08
|
|
|
$
|
(0.14
|
)
|
|
$
|
(0.60
|
)
|
|
$
|
(0.61
|
)
|
Diluted earnings (loss) per share
|
|
$
|
0.05
|
|
|
$
|
0.08
|
|
|
$
|
(0.14
|
)
|
|
$
|
(0.60
|
)
|
|
$
|
(0.61
|
)
|
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
|
)
|
•
|
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
|
|
Description
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
Exhibit
Number
|
|
Description
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
Exhibit
Number
|
|
Description
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
101
|
|
The following financial information from the Annual Report on Form 10-K of Red Robin Gourmet Burgers, Inc. for the year ended December 29, 2019, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets at December 29, 2019 and December 30, 2018; (ii) Consolidated Statements of Operations for the years ended December 29, 2019, December 30, 2018, and December 31, 2017; (iii) Consolidated Statements of Stockholders’ Equity for the years ended December 29, 2019, December 30, 2018, and December 31, 2017; (iv) Consolidated Statements of Cash Flows for the years ended December 29, 2019, December 30, 2018, and December 31, 2017; and (v) the Notes to Consolidated Financial Statements.
|
( )
|
Exhibits previously filed in the Company’s periodic filings as specifically noted.
|
*
|
Executive compensation plans and arrangements.
|
|
|
RED ROBIN GOURMET BURGERS, INC.
(Registrant)
|
||
February 25, 2020
|
|
By:
|
|
/s/ PAUL MURPHY
|
(Date)
|
|
|
|
Paul Murphy
(Chief Executive Officer)
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ PAUL MURPHY
|
|
President and Chief Executive Officer (Principal Executive Officer and Director)
|
|
February 25, 2020
|
Paul Murphy
|
|
|
||
|
|
|
|
|
/s/ LYNN S. SCHWEINFURTH
|
|
Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
|
|
February 25, 2020
|
Lynn S. Schweinfurth
|
|
|
||
|
|
|
|
|
/s/ DAVID A. PACE
|
|
Chairperson of the Board
|
|
February 25, 2020
|
David A. Pace
|
|
|
||
|
|
|
|
|
/s/ TOM CONFORTI
|
|
Director
|
|
February 25, 2020
|
Tom Conforti
|
|
|
||
|
|
|
|
|
/s/ CAMMIE W. DUNAWAY
|
|
Director
|
|
February 25, 2020
|
Cammie W. Dunaway
|
|
|
||
|
|
|
|
|
/s/ G.J. HART
|
|
Director
|
|
February 25, 2020
|
G.J. Hart
|
|
|
||
|
|
|
|
|
/s/ KALEN F. HOLMES
|
|
Director
|
|
February 25, 2020
|
Kalen F. Holmes
|
|
|
||
|
|
|
|
|
/s/ GLENN B. KAUFMAN
|
|
Director
|
|
February 25, 2020
|
Glenn B. Kaufman
|
|
|
||
|
|
|
|
|
/s/ STEVEN K. LUMPKIN
|
|
Director
|
|
February 25, 2020
|
Steven K. Lumpkin
|
|
|
||
|
|
|
|
|
/s/ STUART I. ORAN
|
|
Director
|
|
February 25, 2020
|
Stuart I. Oran
|
|
|
||
|
|
|
|
|
/s/ ALLISON PAGE
|
|
Director
|
|
February 25, 2020
|
Allison Page
|
|
|
•
|
authorize our board of directors to establish one or more series of preferred stock, the terms of which can be determined by the board of directors at the time of issuance;
|
•
|
divide our board of directors into three classes of directors, with each class serving a staggered three-year term. As the classification of the board of directors generally increases the difficulty of replacing a majority of the directors, it may tend to discourage a third party from making a tender offer or otherwise attempting to obtain control of us and may maintain the composition of the board of directors;
|
•
|
do not provide for cumulative voting in the election of directors unless required by applicable law. Under cumulative voting, a minority stockholder holding a sufficient percentage of a class of shares may be able to ensure the election of one or more directors;
|
•
|
provide that a director may be removed from our board of directors with or without cause, but only by a supermajority vote of the outstanding shares;
|
•
|
require that any action required or permitted to be taken by our stockholders must be effected at a duly called annual or special meeting of stockholders and may not be effected by any consent in writing;
|
•
|
state that special meetings of our stockholders may be called only by the chairman of the board of directors, our chief executive officer, by the board of directors after a resolution is adopted by a majority of the total number of authorized directors, or by the holders of not less than 10.0% of our outstanding voting stock;
|
•
|
provide that the chairman or other person presiding over any stockholder meeting may adjourn the meeting whether or not a quorum is present at the meeting;
|
•
|
establish advance notice requirements for submitting nominations for election to the board of directors and for proposing matters that can be acted upon by stockholders at a meeting;
|
•
|
provide that certain provisions of our certificate of incorporation can be amended only by supermajority vote of the outstanding shares, and that our bylaws can be amended only by supermajority vote of the outstanding shares or our board of directors;
|
•
|
allow our directors, not our stockholders, to fill vacancies on our board of directors; and
|
•
|
provide that the authorized number of directors may be changed only by resolution of the board of directors
|
|
Shares
|
Vest Date
|
|
|
|
|
|
1.
|
Grant of Restricted Stock Unit.
|
Date of Grant:
|
|
Exercise Price Per Share:
|
|
Total Number of Shares Granted:
|
|
Expiration Date of Option:
|
|
Shares
|
Vest Type
|
Vest Date
|
|
|
|
1.
|
Vesting; Limits on Exercise; Incentive Stock Option Status.
|
•
|
Cumulative Exercisability. To the extent that the Option is vested and exercisable, Optionee has the right to exercise the Option (to the extent not previously exercised), and such right shall continue, until the expiration or earlier termination of the Option.
|
•
|
No Fractional Shares. Fractional share interests shall be disregarded, but may be cumulated.
|
•
|
Nonqualified Stock Option. The Option is a nonqualified stock option and is not, and shall not be, an incentive stock option within the meaning of Section 422 of the Code.
|
2.
|
Continuance of Employment/Service Required; No Employment/Service Commitment.
|
3.
|
Method of Exercise of Option.
|
•
|
a written notice stating the number of shares of Common Stock to be purchased pursuant to the Option or by the completion of such other administrative exercise procedures as the Committee may require from time to time,
|
•
|
payment in full for the Exercise Price of the shares to be purchased:
|
•
|
in cash or cash equivalents;
|
•
|
in a cashless exercise through a third party, except if and to the extent prohibited by law as to officers and directors, including without limitation, the Sarbanes-Oxley Act of 2002, as amended; or
|
•
|
by having a number of shares of Common Stock withheld, the Fair Market Value of which as of the date of exercise is sufficient to satisfy the Exercise Price;
|
•
|
any written statements or agreements required by the Company; and
|
•
|
satisfaction of the tax withholding provisions of Section 6.1 of the Plan.
|
4.
|
Early Termination/Acceleration of Option.
|
•
|
other than as expressly provided below in this Section 4.2, (a) Optionee will have until the date that is 3 months after his or her Severance Date to exercise the Option (or portion thereof) to the extent that it was vested on the Severance Date, (b) the Option, to the extent not vested on the Severance Date, shall
|
•
|
if the termination of Optionee’s employment or services is the result of Optionee’s death or Disability, then Optionee (or his beneficiary or personal representative, as the case may be) will have until the date that is 12 months after Optionee’s Severance Date to exercise the Option, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 12-month period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 12-month period;
|
•
|
if Optionee’s employment or services are terminated by the Company or a Subsidiary for Cause (as defined below), the Option (whether vested or not) shall terminate on the Severance Date.
|
(1)
|
has been negligent in the discharge of his or her duties to the Company or any of its Subsidiaries, has refused to perform stated or assigned duties or is incompetent in or (other than by reason of a disability or analogous condition) incapable of performing those duties;
|
(2)
|
has been dishonest or committed or engaged in an act of theft, embezzlement or fraud, a breach of confidentiality, an unauthorized disclosure or use of inside information, customer lists, trade secrets or other confidential information; has breached a fiduciary duty, or willfully and materially violated any other duty, law, rule, regulation or policy of the Company, any of its Subsidiaries or any affiliate of the Company or any of its Subsidiaries; or has been convicted of a felony or misdemeanor (other than minor traffic violations or similar offenses);
|
(3)
|
has materially breached any of the provisions of any agreement with the Company, any of its Subsidiaries or any affiliate of the Company or any of its Subsidiaries; or
|
(4)
|
has engaged in unfair competition with, or otherwise acted intentionally in a manner injurious to the reputation, business or assets of, the Company, any of its Subsidiaries or any affiliate of the Company or any of its Subsidiaries; has improperly induced a vendor or customer to enter into, break or terminate any contract with the Company, any of its Subsidiaries or any affiliate of the Company or any of its Subsidiaries; or has induced a principal for whom the Company, any of its Subsidiaries or any affiliate of the Company or any of its Subsidiaries acts as agent to terminate such agency relationship.
|
5.
|
Non-Transferability.
|
6.
|
Withholding.
|
7.
|
Tax Consideration.
|
8.
|
Non-Solicitation.
|
9.
|
Injunctive Relief.
|
10.
|
Notices.
|
11.
|
Plan.
|
12.
|
Entire Agreement; Amendment.
|
13.
|
Governing Law.
|
14.
|
Effect of this Agreement.
|
15.
|
Section Headings.
|
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.
|
February 25, 2020
|
|
/s/ Paul Murphy
|
(Date)
|
|
Paul Murphy
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.
|
February 25, 2020
|
|
/s/ Lynn S. Schweinfurth
|
(Date)
|
|
Lynn S. Schweinfurth
Chief Financial Officer
|
(a)
|
the Quarterly Report on Form 10-Q for the period ended December 29, 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:
|
February 25, 2020
|
|
/s/ Paul Murphy
|
|
|
|
Paul Murphy
Chief Executive Officer
|
|
|
|
|
Dated:
|
February 25, 2020
|
|
/s/ Lynn S. Schweinfurth
|
|
|
|
Lynn S. Schweinfurth
Chief Financial Officer
|