SECURITIES AND EXCHANGE COMMISSION

6312 S. Fiddlers Green Circle, Suite 200N
Greenwood Village, Colorado 80111

(Address of principal executive offices) (Zip Code)

(Registrant's telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Securities registered pursuant to Section 12(b) of the Exchange Act:

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

As of ~~November 4, 2020,~~May 24, 2021, there were ~~15,541,851~~15,682,109 shares of the registrant's common stock, par value of $0.001 per share outstanding.

RED ROBIN GOURMET BURGERS, INC.

PART I — FINANCIAL INFORMATION

ITEM 1. Financial Statements (unaudited)

RED ROBIN GOURMET BURGERS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)
(in thousands, except for share amounts) October 4, 2020 December 29, 2019
Assets:
Current assets:
Cash and cash equivalents $ 27,367 $ 30,045
Accounts receivable, net 9,024 22,372
Inventories 24,496 26,424
Income tax receivable 63,066 5,308
Prepaid expenses and other current assets 11,652 21,338
Total current assets 135,605 105,487
Property and equipment, net 446,083 518,013
Right of use assets, net 415,948 426,248
Goodwill 0 96,397
Intangible assets, net 25,440 29,975
Other assets, net 10,195 61,460
Total assets $ 1,033,271 $ 1,237,580
Liabilities and stockholders' equity:
Current liabilities:
Accounts payable $ 18,940 $ 33,040
Accrued payroll and payroll-related liabilities 26,878 35,221
Unearned revenue 42,564 54,223
Current portion of lease obligations 62,032 42,699
Current portion of long-term debt 9,692 0
Accrued liabilities and other 42,987 29,403
Total current liabilities 203,093 194,586
Long-term debt 206,375 206,875
Long-term portion of lease obligations 450,751 465,435
Other non-current liabilities 19,858 10,164
Total liabilities 880,077 877,060
Stockholders' equity:
Common stock; $0.001 par value: 45,000 shares authorized; 20,449 and 17,851 shares issued; 15,548 and 12,923 shares outstanding as of October 4, 2020 and December 29, 2019 20 18
Preferred stock, $0.001 par value: 3,000 shares authorized; 0 shares issued and outstanding as of October 4, 2020 and December 29, 2019 0 0
Treasury stock 4,901 and 4,928 shares, at cost, as of October 4, 2020 and December 29, 2019 (199,908) (202,313)
Paid-in capital 242,048 213,922
Accumulated other comprehensive loss, net of tax (5,494) (4,373)
Retained earnings 116,528 353,266
Total stockholders' equity 153,194 360,520
Total liabilities and stockholders' equity
$ 1,033,271 $ 1,237,580
(Unaudited)


(in thousands, except for per share amounts)	April 18, 2021		December 27, 2020
Assets:
Current assets:
Cash and cash equivalents	$	22,284	$	16,116
Accounts receivable, net	10,916		16,510
Inventories	23,736		23,802
Income tax receivable	16,176		16,662
Prepaid expenses and other current assets	12,823		13,818
Total current assets	85,935		86,908
Property and equipment, net	405,157		427,033
Right of use assets, net	427,182		425,573

Intangible assets, net	23,741		24,714
Other assets, net	9,122		10,511
Total assets	$	951,137	$	974,739
Liabilities and stockholders' equity:
Current liabilities:
Accounts payable	$	25,520	$	20,179
Accrued payroll and payroll-related liabilities	30,090		27,653
Unearned revenue	42,996		50,138
Current portion of lease obligations	51,369		55,275
Current portion of long-term debt	9,692		9,692
Accrued liabilities and other	44,524		39,617
Total current liabilities	204,191		202,554
Long-term debt	154,529		160,952
Long-term portion of lease obligations	463,729		465,233
Other non-current liabilities	16,402		25,287
Total liabilities	838,851		854,026
Commitments and contingencies (see note 9)
Stockholders' equity:
Common stock; $0.001 par value: 45,000 shares authorized; 20,449 shares issued; 15,622 and 15,548 shares outstanding as of April 18, 2021 and December 27, 2020	20		20
Preferred stock, $0.001 par value: 3,000 shares authorized; 0 shares issued and outstanding as of April 18, 2021 and December 27, 2020	0		0
Treasury stock 4,827 and 4,901 shares, at cost, as of April 18, 2021 and December 27, 2020	(196,883)		(199,908)
Paid-in capital	240,647		243,407
Accumulated other comprehensive income (loss), net of tax	17		(4)
Retained earnings	68,485		77,198
Total stockholders' equity	112,286		120,713
Total liabilities and stockholders' equity	$	951,137	$	974,739

See Notes to Condensed Consolidated Financial Statements.

RED ROBIN GOURMET BURGERS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

See Notes to Condensed Consolidated Financial Statements.

RED ROBIN GOURMET BURGERS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY


	Common Stock			Treasury Stock					Accumulated Other Comprehensive Loss, net of tax
							Paid-in Capital				Retained Earnings
(in thousands)	Shares	Amount		Shares	Amount								Total
Balance, December 29, 2019	17,851	$	18	4,928	$	(202,313)	$	213,922	$	(4,373)	$	353,266	$	360,520
Exercise of options, issuance of restricted stock, shares exchanged for exercise and tax, and stock issued through employee stock purchase plan	—	—		(39)	1,605		(1,388)		—		—		217

Acquisition of treasury stock	—	—		72	(1,635)		—		—		—		(1,635)
Non-cash stock compensation	—	—		—	—		712		—		—		712
Net loss	—	—		—	—		—		—		(174,298)		(174,298)
Other comprehensive loss	—	—		—	—		—		(1,147)		—		(1,147)

Balance, April 19, 2020	17,851	$	18	4,961	$	(202,343)	$	213,246	$	(5,520)	$	178,968	$	184,369

See Notes to Condensed Consolidated Financial Statements.

T a b l e o f C o n t e n t s

~~RED ROBIN GOURMET BURGERS, INC.~~

~~CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS~~'~~EQUITY~~

Common Stock Treasury Stock Accumulated
Other
Comprehensive
Loss,
net of tax
Paid-in
Capital Retained
Earnings
(in thousands) 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 loss — — — — — (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
Exercise of options, issuance of restricted stock, shares exchanged for exercise and tax, and stock issued through employee stock purchase plan — — (1) 37 (44) — — (7)
Acquisition of treasury stock — — 29 (959) — — — (959)
Non-cash stock compensation — — — — 1,126 — — 1,126
Net loss — — — — — — (1,821) (1,821)
Other comprehensive loss — — — — — (262) — (262)
Balance, October 6, 2019 17,851 $ 18 4,894 $ (201,350) $ 213,141 $ (4,986) $ 360,968 367,791

~~See Notes to Condensed Consolidated Financial Statements.~~

RED ROBIN GOURMET BURGERS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

See Notes to Condensed Consolidated Financial Statements.

RED ROBIN GOURMET BURGERS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation and Recent Accounting Pronouncements

Red Robin Gourmet Burgers, Inc., a Delaware corporation, together with its subsidiaries ("Red Robin" or the "Company"), primarily operates, franchises, and develops full-service restaurants in North America. As of ~~October 4, 2020,~~April 18, 2021, the Company owned and operated ~~444~~440 restaurants located in 38 states. The Company also had 103 franchised full-service restaurants in 16 states and 1 Canadian province. The Company operates its business as 1 operating and 1 reportable segment.

Basis of Presentation

The accompanying unaudited ~~condensed consolidated financial statements~~Condensed Consolidated Financial Statements include the accounts of Red Robin and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The Company's financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The results of operations for any interim period are not necessarily indicative of results for the full year.

The accompanying ~~condensed consolidated financial statements~~Condensed Consolidated Financial Statements of Red Robin have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"), including the instructions to Form 10-Q and Article 10 of Regulation S-X. Certain information and footnote disclosures normally included in the Company's annual consolidated financial statements on Form 10-K have been ~~condensed~~Condensed or omitted. The ~~condensed consolidated balance sheet~~Condensed Consolidated Balance Sheet as of December ~~29, 2019~~27, 2020 has been derived from the audited consolidated financial statements as of that date, but does not include all disclosures required for audited annual financial statements. For further information, please refer to and read these interim ~~condensed consolidated financial statements~~Condensed Consolidated Financial Statements in conjunction with the Company's audited consolidated financial statements included in the Company's Annual Report on Form 10-K for the fiscal year ended December ~~29, 2019,~~27, 2020 filed with the SEC on ~~February 25, 2020.~~March 3, 2021.

Our current and prior year periods, period end dates, and number of weeks included in the period are summarized in the table below:

Periods

Period End Date

Number of Weeks in Period

Current and Prior Fiscal Quarters:

~~Third~~First Quarter ~~2020~~2021

~~October 4, 2020~~April 18, 2021

~~Third Quarter 2019~~

~~October 6, 2019~~

~~Second Quarter 2020~~

~~July 12, 2020~~

~~Second Quarter 2019~~

~~July 14, 2019~~

1216

First Quarter 2020

April 19, 2020

~~First Quarter 2019~~

~~April 21, 2019~~

Current and Prior Fiscal Years:

Fiscal Year 2021

December 26, 2021

Fiscal Year 2020

December 27, 2020

~~Fiscal Year 2019~~

~~December 29, 2019~~

Certain amounts presented ~~in prior periods~~ have been reclassified within the April 19, 2020 Condensed Consolidated Statement of Cash Flows to conform with the current period ~~presentation. As of December 29, 2019, the Company reclassified $5.3 million~~presentation, including prior year reclassifications from Other, net to Gift card breakage within Cash flows provided by (used in) operating activities, and from Prepaid expenses and other current assets to Income tax receivable ~~on the condensed consolidated balance sheets. For the forty weeks ended October 6, 2019, the Company reclassified the following~~ within net cash (used in) provided by operating activities on the condensed consolidated statements of cash flows: $14.1 million from Non-cash other charges to Goodwill and restaurant asset impairment, $0.9 million from Prepaid expenses and other current assets to Income tax receivable, and $0.3 million from OtherChanges in operating assets and ~~liabilities, net to Lease assets, net of~~ liabilities. The reclassifications had no effect on the Company’s cash flows from operations.

Recent Accounting Pronouncements

In December 2019, the Financial Accounting Standards Board ("FASB") issued Update 2019-12, Income Taxes ("Topic 740") as part of its Simplification Initiative. This guidance provides amendments to simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. This guidance is effective for annual and interim reporting periods beginning after December 15, 2020, and early adoption is permitted. We adopted Topic 740 during the first quarter of fiscal year 2021, noting it did not have a material impact to the Company's Condensed Consolidated Financial Statements upon adoption.

Reference Rate Reform

In March 2020, FASB issued Update 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This update provides temporary optional expedients to applying the reference rate reform guidance to contracts that reference LIBOR or another reference rate expected to be discontinued. Under this update, contract modifications resulting in a new reference rate may be accounted for as a continuation of the existing contract. This guidance is effective upon issuance of the update and applies to contract modifications made through December 31, 2022. We are currently evaluating the full impact this guidance will have on our consolidated financial statements.

We reviewed all other recently issued accounting pronouncements and concluded they were either not applicable or not expected to have a significant impact on the Company's ~~condensed consolidated financial statements.~~Condensed Consolidated Financial Statements.

2. COVID-19 Pandemic

Due to the novel coronavirus ("COVID-19") pandemic, we continue to navigate an unprecedented ~~time~~times for our business and industry. During the third quarter 2020, the Company continued to expand outdoor seating capacity at reopened Company-owned restaurants in accordance with local limits. Reopening dining rooms and expanding seating capacity was executed with the health, safety, and well-being of Red Robin's Team Members, Guests, and communities in mind, and strict adherence to US Centers for Disease Control and Prevention, state, and local guidelines as our top priority. The COVID-19 pandemic has had a material adverse effect on our ~~business,~~business; with approved vaccines being distributed and administered, we expect our restaurants’ dining room capacity to continue to increase as public health conditions improve and restrictions are eased. The extent of the reopening process, along with the potential impact of the COVID-19 pandemic on consumer spending behavior, will determine the continued significance of the impact ~~from COVID-19 will continue to negatively affect our business.~~

~~Franchise Revenue~~

In response to COVID-19's effect on our franchise operations, we temporarily abated franchise royalty payments and advertising contributions effective March 20, 2020. During periods of abated payments, franchise revenue was not recognized or collected from our franchisees. Abated royalty payments and advertising contributions will not be collected by the Company. The Company began charging and collecting partial franchise royalty payments and advertising contributions during the latter half of the second fiscal quarter of 2020, which continued throughout the Company's third fiscal quarter. As of the end of the third quarter of 2020, the Company had resumed charging full royalty and advertising contributionsCOVID-19 pandemic to our ~~franchisees. Franchised restaurants operate under contractual arrangements with the Company,~~operating results and ~~the payments specified in the franchise contracts are accounted for under~~ ~~ASC Topic 606, Revenue from Contracts with Customers~~.financial position.

In response to the impact of COVID-19 on our operations, beginning April 1, 2020 the Company stopped making full lease payments under its existing lease agreements. During the suspension of payments, the Company continued to recognize expenses and liabilities for lease obligations and corresponding right-of-use assets on the balance sheet in accordance with ASC Topic 842.

We are ~~engaging in~~nearing the conclusion of ongoing ~~constructive~~ discussions with landlords regarding ~~the potential~~ restructuring of lease payments and rent concessions. As of ~~October 4, 2020,~~April 18, 2021, the Company has contractually negotiated rent concessions with ~~many~~the majority of its ~~landlords, with negotiations complete on approximately 50% of its leases.~~landlords. The types of rent concessions the Company has negotiated include early termination, early renewal, rent deferral, and rent abatement.

For contractual rent concessions that do not substantially change the total cash flows of the lease, the Company has elected to account for these concessions assuming the existing lease agreements provide enforceable rights and obligations consistent with the relief issued by the Financial Accounting Standards Board titled ASC Topic 842 and ASC Topic 840: Accounting for Lease Concessions Related to the Effects of the COVID-19 Pandemic ("FASB Relief"). For leases where the rent concession did not substantially change the total cash flows, the concession was accounted for as a remeasurement to the lease liability based on the original discount rate with a corresponding adjustment to the right-of-use asset. Additionally, the classification of the leases was not reassessed. The Company recorded a $2.2 million remeasurement to increase the lease liability and right-of-use asset resulting from contractual rent concessions under the FASB relief during the third fiscal quarter of 2020.

For contractual rent concessions that substantially changed the total cash flows of the lease and did not qualify for the FASB relief, we applied the modification framework in accordance with ASC Topic 842, Leases. The Company reassessed lease classification for rent concessions that did not qualify for the FASB relief. During the ~~third~~first fiscal quarter of ~~2020,~~2021, it was concluded no leases changed classification between operating and finance. Based on updated discount rates, a $10.1 million remeasurement was recorded to increase the lease liability and a $9.9 million adjustment, net of broker's fees, was recorded to increase the right-of-use asset during the third fiscal quarter of 2020. Contractual rent concessions granted to the Company during the ~~third~~first fiscal quarter of ~~2020~~2021 did not grant the right to use additional assets not included in the original lease contracts, so no separate contracts were accounted for as part of the rent concession modifications.

During the ~~twelve~~sixteen weeks ended ~~October 4, 2020,~~April 18, 2021, the Company recognized ~~$3.3~~$1.2 million of asset impairment related to property, plant, and equipment assets at 21 Company-owned restaurant. During first quarter 2021, the Company determined to permanently close this restaurant after it had remained temporarily closed ~~Company-owned restaurants.~~since the beginning of the COVID-19 pandemic. These impairment charges were included in ~~Restaurant closure and refranchising costs in~~ Other charges ~~(gains)~~ on the ~~condensed consolidated statements~~Condensed Consolidated Statements of ~~operation~~Operation and ~~comprehensive loss.~~Comprehensive Loss.

The March 19, 2020 passage of the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") created an opportunity for the Company to carry back 2019 and 2020 net operating losses ("NOL's"). ~~Upon filing of its~~The 2019 federal NOL’s were carried back to previous tax ~~return~~periods and resulted in refunds received and recorded during ~~the third quarter of 2020 and gaining further interpretations and expert technical guidance surrounding the application of the CARES Act,~~2020. In 2021, the Company ~~recorded an additional $42.8~~expects to receive approximately $16 million ~~in federal income~~of cash tax receivables to Income tax receivable on the condensed consolidated balance sheets and recorded a related income tax benefit to the condensed consolidated statements of operation and comprehensive loss. After consideration for the adjustments of carrybacks due to the CARES Act, we have a combinedrefunds from remaining federal and state valuation allowance of $67.1 million, which was recorded to Other assets, net on the condensed consolidated balance sheets. Subsequent to our third quarter balance sheet date, the Company received $49.4 million in cash tax refunds, including interest, and currently expects to receive between $12 million to $15 million of additional cash tax refunds within the next 12 months. A portion of this refund was used to make a $42 million repayment on the Company's credit facility on October 30, 2020.NOL carrybacks.

As of ~~October 4, 2020,~~April 18, 2021, the Company had ~~$9.7~~approximately $5.5 million of federal net operating loss carryforwards from the 2020 and 2021 tax years. The Company has approximately $12.6 million of net operating loss carryforwards for state income tax purposes that arose from the 2019, 2020, and ~~2020~~2021 tax years. The Company reclassified this amount from state tax current receivable which was recorded in Prepaid expenses and other current assets as of our second fiscal quarter of 2020, to state deferred tax asset which is recorded to Other Assets,federal net onoperating loss carryforwards will be retained for an indefinite period. Of the ~~condensed consolidated balance sheets as a result of the CARES Act legislation and in conjunction with the filing of our state tax returns during our third fiscal quarter. Of these~~ state net operating loss carryforwards, approximately $0.2 million may expire, if unused, in 2024. The remaining state net operating losses approximating ~~$9.5~~$12.4 million may expire, if unused, through 2039 or in some cases will be retained for an indefinite period. The utilization of net operating loss carryforwards may be limited to 80% of taxable income in any given year. ~~As states' CARES legislation continues to evolve these estimates may change.~~ The total ~~$67.1~~$77.6 million valuation allowance includes $5.5 million federal NOL's and the ~~$9.7~~$12.6 million state NOL's recorded as of ~~October 4, 2020.~~April 18, 2021.

Disaggregation of revenue

In the following table, revenue is disaggregated by type of good or service (in thousands):

Franchise revenue(1)

———————————————————

(1) ~~The decrease in~~ Franchise ~~revenue is driven by~~royalties and advertising contributions were temporarily abated and not collected at the ~~temporary abatement and non-collection~~end of ~~franchise payments. See Note 2,~~ the first quarter of 2020 due to the COVID-19 ~~Pandemic~~pandemic.~~, for further discussion.~~

Contract liabilities

Components of Unearned revenue in the accompanying ~~condensed consolidated balance sheets~~Condensed Consolidated Balance Sheets are as follows (in thousands):

Revenue recognized in the ~~condensed consolidated statements~~Condensed Consolidated Statements of ~~operations~~Operations and ~~comprehensive loss~~Comprehensive Loss for the redemption and breakage of gift cards that were included in the liability balance at the beginning of the fiscal year was as follows (in thousands):

Forty Weeks Ended
October 4, 2020 October 6, 2019
Gift card revenue $ 16,191 $ 19,400


	Sixteen Weeks Ended
	April 18, 2021		April 19, 2020
Gift card revenue	$	9,020	$	11,911

Leases are included in right-of-use assets, net, current portion of lease obligations, and long-term portion of lease liabilities on our ~~condensed consolidated balance sheet~~Condensed Consolidated Balance Sheet as of ~~October 4, 2020~~April 18, 2021 and December ~~29, 2019~~27, 2020 as follows (in thousands):

The components of lease expense, including variable lease costs primarily consisting of common area maintenance charges and real estate taxes, are included in Occupancy on our ~~condensed consolidated statement~~Condensed Consolidated Statement of ~~operations~~Operations and Comprehensive Loss as follows (in thousands):

Maturities of our lease liabilities as of April 18, 2021 were as follows (in thousands):


	Finance Leases		Operating Leases		Total
Remainder of 2021	$	902	$	56,528	$	57,430
2022	1,327		78,064		79,391
2023	1,244		74,897		76,141
2024	1,264		72,696		73,960
2025	1,283		67,940		69,223
Thereafter	8,784		364,706		373,490
Total future lease liability	$	14,804	$	714,831	$	729,635
Less imputed interest	3,306		211,231		214,537
Fair value of lease liability	$	11,498	$	503,600	$	515,098

~~Maturities of our lease liabilities as of October 4, 2020 were as follows (in thousands):~~

Finance Leases Operating Leases Total
Remainder of 2020 $ 548 $ 29,370 $ 29,918
2021 1,450 76,091 77,541
2022 1,570 73,899 75,469
2023 1,449 71,855 73,304
2024 1,469 69,883 71,352
Thereafter 11,686 396,286 407,972
Total future lease liability $ 18,172 $ 717,384 $ 735,556
Less imputed interest 4,384 218,389 222,773
Fair value of lease liability $ 13,788 $ 498,995 $ 512,783

Supplemental cash flow and other information related to leases is as follows (in thousands, except other information):

5. ~~Goodwill and Intangible Assets~~

~~The following table presents goodwill as of October 4, 2020 and December 29, 2019 (in thousands):~~


~~Balance, December 29, 2019~~	$	~~96,397~~
~~Foreign currency translation adjustment~~	~~(983)~~
~~Goodwill impairment(1)~~	~~(95,414)~~
~~Balance, October 4, 2020~~	$	0

~~———————————————————~~

~~(1)~~ ~~See Note 2,~~ ~~COVID-19 Pandemic, for further discussion of goodwill impairment recognized during the forty weeks ended October 4, 2020.~~

~~The following table presents intangible assets as of October 4, 2020 and December 29, 2019 (in thousands):~~

October 4, 2020 December 29, 2019
Gross
Carrying
Amount Accumulated
Amortization Net
Carrying
Amount Gross
Carrying
Amount Accumulated
Amortization Net
Carrying
Amount
Intangible assets subject to amortization:
Franchise rights $ 50,584 $ (36,813) $ 13,771 $ 53,336 $ (35,896) $ 17,440
Leasehold interests 13,001 (9,155) 3,846 13,001 (8,794) 4,207
Liquor licenses and other 9,961 (9,598) 363 10,737 (9,869) 868
$ 73,546 $ (55,566) $ 17,980 $ 77,074 $ (54,559) $ 22,515
Indefinite-lived intangible assets:
Liquor licenses and other $ 7,460 $ — $ 7,460 $ 7,460 $ — $ 7,460
Intangible assets, net $ 81,006 $ (55,566) $ 25,440 $ 84,534 $ (54,559) $ 29,975

Basic loss per share amounts are calculated by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. Diluted loss per share amounts are calculated based upon the weighted-average number of shares of common stock and potentially dilutive shares of common stock outstanding during the period. Potentially dilutive shares are excluded from the computation in periods in which they have an anti-dilutive effect. Diluted loss per share reflects the potential dilution that could occur if holders of options exercised their options into common stock. As the company was in a net loss position for both the sixteen weeks ended April 18, 2021 and April 19, 2020, all potentially dilutive common shares are considered anti-dilutive.

The Company uses the treasury stock method to calculate the effect of outstanding stock ~~options.~~options and awards. Basic weighted average shares outstanding is reconciled to diluted weighted average shares outstanding as follows (in thousands):

6. Other Charges ~~(Gains)~~

Other charges ~~(gains)~~ consist of the following (in thousands):

Restaurant closure and refranchising costs include the ongoing restaurant operating costs of the Company-owned restaurants that remained temporarily closed due to the COVID-19 pandemic, as well as any costs incurred for permanently closed restaurants including lease termination costs.

The Company recognized non-cash impairment charges related to restaurant assets at 1 and 24 Company-owned restaurants during the sixteen weeks ended April 18, 2021 and April 19, 2020 resulting from quantitative impairment analyses.

Litigation contingencies include legal settlement costs accrued within the period presented related to class action employment cases and other employment matters.

COVID-19 related costs include the costs of purchasing personal protective equipment for restaurant Team Members and Guests and emergency sick pay provided to restaurant Team Members during the pandemic.

Board and stockholder matters costs were primarily related to the recruitment and appointment of a new board member in the first quarter of 2021 and to the recruitment and appointment of a new board member, and other board and stockholder matters in the first quarter of 2020.

We performed a goodwill impairment analysis during the first quarter of 2020 resulting in full impairment of our goodwill balance. The goodwill impairment was measured as the amount by which the carrying amount of the reporting unit, including goodwill, exceeded its fair value.

The Company recognized non-cash impairment charges related to restaurant assets at 30 and 29 Company-owned restaurants during the forty weeks ended October 4, 2020 and October 6, 2019 resulting from quantitative impairment analyses. Additionally, the Company recognized non-cash impairment charges of $3.3 million and $5.7 million resulting from 2 and 6 restaurant closures during the twelve and forty weeks ended October 4, 2020 included within Restaurant closure and refranchising costs.

Restaurant closure and refranchising costs (gains) include the restaurant operating costs of the Company-owned restaurants that remained temporarily closed due to the COVID-19 pandemic. Gains are driven by early lease terminations on previously closed restaurants.

~~Litigation contingencies include legal settlement costs related to two class action employment cases.~~

Severance and executive transition in 2020 primarily relates to severance costs associated with the reduction in force of restaurant support center Team ~~Members.~~

~~COVID-19 related costs include the costs of purchasing personal protective equipment for restaurant Team~~ Members ~~and Guests and emergency sick pay provided to restaurant Team Members during the pandemic.~~in April 2020.

~~Total borrowings~~Borrowings as of ~~October 4, 2020~~April 18, 2021 and December ~~29, 2019 were $216.1 million and $206.9 million. As~~27, 2020 are summarized below (in thousands):


	April 18, 2021				December 27, 2020
	Borrowings		Weighted Average Interest Rate		Borrowings		Weighted Average Interest Rate
Revolving credit facility, term loan, and other long-term debt	$	164,221	6.30	%	$	170,644	4.50	%
Total debt	164,221				170,644
Less current portion	9,692				9,692
Long-term debt	$	154,529			$	160,952

Amounts issued under letters of credit	$	8,600			$	8,700

Table of ~~October 4, 2020, the current portion of long-term borrowings was $9.7 million; 0 borrowings as of December 29, 2019 were classified as current.~~Contents

As of October 4, 2020, the Company had outstanding borrowings under its credit facility of $215.2 million, in addition to amounts issued under letters of credit of $7.9 million. The amounts issued under letters of credit reduce the amount available under the facility but were not recorded as debt. As of December 29, 2019, the Company had outstanding borrowings under the prior credit facility of $206 million, in addition to amounts issued under letters of credit of $7.5 million.

Loan origination costs associated with the Company's credit facility are included as deferred costs in Other assets, net in the accompanying ~~condensed consolidated balance sheets.~~Condensed Consolidated Balance Sheets. Unamortized debt issuance costs were ~~$3.5~~$2.4 million and $1$3.3 million as of ~~October 4, 2020~~April 18, 2021 and December ~~29, 2019.~~27, 2020.

Second Amendment to Credit Agreement

On February 25, 2021, the Company entered into the Second Amendment to Credit Agreement (the "Second Amendment"). The Second Amendment further amends the credit facility to, among other things:

•suspend the application of (a) the lease adjusted leverage ratio financial covenant (the "LALR ratio") and (b) the fixed charge coverage ratio (the "FCC ratio") for the first and second fiscal quarters of 2021;

•increase the maximum leverage permitted for purposes of the LALR ratio for the fourth fiscal quarter of 2021 and the first and second fiscal quarters of 2022;

•for the third and fourth fiscal quarters of 2021 and the first fiscal quarter of 2022, provide that (a) the LALR ratio will be calculated using a seasonally adjusted annualized consolidated EBITDA for the applicable period since the beginning of the third fiscal quarter and (b) the FCC ratio will be calculated only for the applicable periods since the beginning of the third fiscal quarter of 2021;

•revise the FCC ratio to account for cash tax refunds received in fiscal year 2021;

•amend the minimum liquidity covenant such that is it measured as of the last day of each applicable fiscal quarter and (a) for the first and second quarters of 2021, requires minimum liquidity of $55 million and (b) for the third and fourth fiscal quarters of 2021, requires minimum liquidity of $42 million;

•remove provisions requiring mandatory prepayments from net cash proceeds of certain equity issuances and convertible debt issuances;

•shorten the maturity date applicable to the revolver and term loan to January 10, 2023;

•reduce the aggregate revolving commitment to $130 million on the Second Amendment effective date and to $100 million at the end of the third fiscal quarter of 2021;

•increase the pricing under the credit facility for (a) the period from the Second Amendment effective date through the first interest determination date occurring after the fourth fiscal quarter of 2021 to LIBOR (subject to a 1% floor) plus 4.50% and (b) periods thereafter to LIBOR (subject to a 1% floor) plus 4%;

•require the payment of a utilization fee (paid on the revolver maturity date) equal to 0.75% per annum of the daily outstanding principal balance of term loans, revolving loans, swingline loans, and letter of credit obligations from the Second Amendment effective date to the first interest determination date occurring after the fourth fiscal quarter of 2021;

•subject to limited exceptions and other limitations, prohibit certain capital expenditures, restricted payments, acquisitions, and other investments until the Company delivers a compliance certificate for a fiscal quarter (beginning with third fiscal quarter of 2021 and the fourth fiscal quarter of 2021 specifically for restricted payments) demonstrating a LALR ratio less than or equal to 5.00:1.00; and

•amend the maximum allowable cash on hand provision to require revolver payments (but with no associated permanent reduction in the revolving commitment) to the extent that the Company's consolidated cash on hand exceeds $35 million at any time.

In conjunction with the execution of the Second Amendment, the Company paid certain customary amendment fees to the lenders under the credit facility totaling approximately $0.6 million which will be capitalized as deferred loan fees and amortized over the remaining term of the credit facility. Additionally, in conjunction with the execution of the Second Amendment, the company performed an analysis of the amendment under ASC Topic 470, and determined that debt modification accounting was appropriate for our term loan and revolving credit facility due to the change in total capacity under the new amendment. During the first quarter of 2021, the Company expensed approximately $1.2 million of deferred financing charges related to a calculated reduction in total borrowing capacity of the revolver.

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8. Fair Value Measurements

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The carrying amounts of the Company's cash and cash equivalents, accounts receivable, accounts payable, and current accrued expenses and other liabilities approximate fair value due to the short term nature or maturity of the instruments.

The following tables present the Company's assets measured at fair value on a recurring basis included in Other assets, net on the accompanying ~~condensed consolidated balance sheets~~Condensed Consolidated Balance Sheets as of ~~October 4, 2020~~April 18, 2021 and December ~~29, 2019~~27, 2020 (in thousands):

October 4, 2020 Level 1 Level 2 Level 3
Assets:
Investments in rabbi trust $ 6,232 $ 6,232 $ 0 $ 0
Total assets measured at fair value $ 6,232 $ 6,232 $ 0 $ 0
December 29, 2019 Level 1 Level 2 Level 3
Assets:
Investments in rabbi trust $ 7,337 $ 7,337 $ 0 $ 0
Total assets measured at fair value $ 7,337 $ 7,337 $ 0 $ 0

~~Table of Contents~~


	April 18, 2021		Level 1		Level 2		Level 3
Assets:
Investments in rabbi trust	$	6,788	$	6,788	$	0	$	0
Total assets measured at fair value	$	6,788	$	6,788	$	0	$	0

	December 27, 2020		Level 1		Level 2		Level 3
Assets:
Investments in rabbi trust	$	6,740	$	6,740	$	0	$	0
Total assets measured at fair value	$	6,740	$	6,740	$	0	$	0

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

Assets and liabilities recognized or disclosed at fair value on the ~~condensed consolidated financial statements~~Condensed Consolidated Financial Statements on a nonrecurring basis include items such as property, plant and equipment, right of use assets, goodwill, and other intangible assets. These assets are measured at fair value if determined to be impaired.

The Company has measured non-financial assets for impairment using continuing and projected future cash flows, which were based on significant inputs not observable in the market and thus represented a level 3 fair value measurement. Based on our restaurant asset impairment analyses during fiscal year 2020, weimpairment. We impaired ~~long-lived assets at 36 Company-owned restaurants with carrying values of $61.4 million. We determined the fair value of these~~ long-lived restaurant assets ~~to be $34.9 million. During fiscal year 2019, we impaired long-lived assets~~ at 291 Company-owned ~~restaurants~~restaurant with a carrying ~~values of $17.3 million. We determined the fair~~ value of ~~these~~$3.8 million (including right of use assets), recognizing an impairment expense of $1.2 million related to the net book value of long-lived restaurant assets for this restaurant. The impairment was recorded as a result of the decision to ~~be $2.2 million.~~close this restaurant and 9 additional restaurants which had also remained closed since the beginning of the COVID-19 pandemic, whose long-lived restaurant assets had no remaining net book value; see footnote 6 Other Charges of this Quarterly Report on Form 10-Q for additional detail.

Disclosures of Fair Value of Other Assets and Liabilities

The Company's liability under its credit facility is carried at historical cost in the accompanying ~~condensed consolidated balance sheets.~~Condensed Consolidated Balance Sheets. Due to market interest rates decreasing during fiscal year ~~2020,~~2021, the Company determined the carrying value of the liability under its credit facility did not approximate fair value. The carrying value and fair value of the credit facility as of ~~October 4, 2020~~April 18, 2021 were ~~$215.2~~$163.3 million and ~~$218.6~~$162.0 million. As of December ~~29, 2019,~~27, 2020, the carrying value and fair value of the credit facility ~~approximated fair value as the interest rate on the instrument approximated current market rates.~~were $169.8 million and $172.6 million. The interest rate on the credit facility represents a level 2 fair value input.

~~10.~~9. Commitments and Contingencies

On July 14, 2017, a current hourly employee filed a class action lawsuit alleging that the Company failed to provide required meal breaks and rest periods and failed to reimburse business expenses, among other claims. The case is styled Manuel Vigueras v. Red Robin International, Inc. and is currently pending before the United States District Court in Santa Ana, California. In a related action, on September 21, 2017, a companion case, styled Genny Vasquez v. Red Robin International, Inc. was filed and is currently pending in California Superior Court in Santa Ana, California and involves claims under the California Private Attorneys' General Act that partially overlap the claims made in the Vigueras matter. In the first quarter of 2020, the Company reached a tentative settlement agreement resolving all claims and the cost of class administration in both cases for an aggregate $8.5 million. The Company is in the process of finalizing the settlement agreement, which will then be submitted to the court for approval. Court approval is required before any settlement agreement between the parties becomes final. An additional $4.5 million was accrued to reach the $8.5 million settlement amount during the first fiscal quarter of 2020. Amounts recorded in the periods presented for litigation contingencies are disclosed in Note 7, ~~Other Charges~~.

In the normal course of business, there are various claims in process, matters in litigation, and other contingencies. These include ~~employment-related~~employment related claims and claims from Guests or Team Members alleging illness, injury, ~~or other~~ food quality, health, or operational ~~issues. Evaluating contingencies related to litigation is~~concerns. To date, none of these claims, certain of which are covered by insurance policies, have had a ~~complex process involving subjective judgment~~material effect on the potential outcome of future events, and the ultimate resolution of litigated claims may differ from our current analysis. We review the adequacy of accruals and disclosures pertaining to litigation matters each quarter in consultation with legal counsel, and we assess the probability and range of possible losses associated with contingencies for potential accrual in the consolidated financial statements.Company. While it is not possible to predict the outcome of these suits, legal proceedings, and claims with certainty, management is of the opinion that adequate provision for potential losses associated with these matters has been made in the ~~condensed consolidated~~ financial ~~statements.~~statements and that the ultimate resolution of these matters will not have a material adverse effect on our financial position and results of operations. However, a significant increase in the number of these claims, or one or more successful claims resulting in greater liabilities than we currently anticipate, could materially and adversely affect our business, financial condition, results of operations, and cash flows.

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ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations provides a narrative of our financial performance and condition that should be read in conjunction with the accompanying ~~condensed consolidated financial statements.~~Condensed Consolidated Financial Statements. All comparisons under this heading between ~~2020~~2021 and ~~2019~~2020 refer to the ~~twelve and forty~~sixteen weeks ended ~~October 4,~~April 18, 2021 and April 19, 2020, ~~and October 6, 2019,~~ unless otherwise indicated.

Overview

Description of Business

Red Robin Gourmet Burgers, Inc., a Delaware corporation, together with its subsidiaries ("Red Robin," "we," "us," "our," or the "Company"), primarily operates, franchises, and develops full-service restaurants with ~~547~~543 locations in North America. As of ~~October 4, 2020,~~April 18, 2021, the Company owned ~~444~~440 restaurants located in 38 states. The Company also had 103 franchised full-service restaurants in 16 states and one Canadian province. The Company operates its business as one operating and one reportable segment.

Company Response to COVID-19 Pandemic

Due to the novel coronavirus ("COVID-19") pandemic, we continue to navigate an unprecedented time for our business and industry. During ~~the third~~first quarter ~~of 2020,~~2021, the Company continued to expand ~~outdoor~~dine-in seating capacity at ~~reopened~~ Company-owned restaurants in accordance with local limits. Reopening dining rooms and expanding seating capacity was executed with the health, safety, and well-being of Red Robin's Team Members, Guests, and communities in mind with strict adherence to US Centers for Disease Control and Prevention, state, and local guidelines as our top priority. ~~Our continued~~The Company continues to maintain a disciplined focus ~~during the COVID-19 pandemic~~ on ~~delivering best-in-class hospitality has resulted in improved average weekly net sales per restaurant~~execution to provide our Guests a consistent quality experience each and ~~record~~every time they visit. We are pleased to be able to demonstrate that we can sustain high Guest satisfaction scores ~~since~~as we continue to expand our operating capacity with the ~~onset~~recovery and opening of ~~the pandemic in early March.~~dining rooms at higher capacities. This is achieved through a combination of our Total Guest Experience hospitality model ("TGX"), off-premises enhancements, and our new management labor model.

~~We remain focused on expanding indoor~~As our dining rooms have continued to reopen, sales and ~~outdoor seating capacity, retaining off-premise sales levels, and consistently delivering a great~~the Guest experience ~~to continue to drive~~have been positively impacted by our ~~improving sales.~~new TGX hospitality model. We expect to build further sales momentum from additional seating expansion from increasing capacities at our restaurants, including use of outdoor ~~all-weather tents~~seating to cater to our Guests that prefer a more distanced full service dining option, or prefer to dine outside.

As the implications of the COVID-19 pandemic have begun to ease with approved vaccines being distributed and ~~indoor booth partitions. We also~~administered, certain states in which we operate have lifted mandatory mask mandates. In States with mask mandates still in place, we continue to require Guests to wear face coverings at all locations while entering, exiting, and walking around our restaurants, and face masks are provided for Guests who arrive without one to ensure we are enabling the mutual safety of our Guests and Team Members.

~~As our dining rooms have reopened, sales and the~~We remain focused on consistently delivering a great Guest experience, ~~have been positively impacted by the accelerated implementation of~~sustaining off-premises sales levels, and expanding seating capacity to continue to drive our ~~new Total Guest Experience ("TGX") hospitality model, coupled with strong adherence to health and safety standards.~~improving sales. Notably, restaurants with reopened dining rooms are ~~retaining meaningful off-premise~~sustaining off-premises sales mix of over two times pre-pandemic levels, demonstrating the enduring and growing popularity of Red Robin for ~~off-premise~~off-premises occasions.

We have secured the Company's long-term viability through increased liquidity from our at-the-market equity offering, reductions in overhead costs, receipt of a $49.4 million federal cash tax refund subsequent to the third quarter balance sheet date, including interest, provided under the provisions of the CARES Act, and $12 million to $15 million of additional federal cash tax refunds expected to be received in 2021. This allows us to resume full implementation of the Company's previously disclosed strategic plan to transform the business and create long-term stockholder value through delivering best-in-class execution, including implementing our TGX hospitality model, rolling out Donatos® Pizza, optimizing the restaurant portfolio, and enhancing our technological and digital capabilities to drive increased Guest engagement and frequency with our brand.

The Company was required to re-close dining rooms during the second fiscal quarter at numerous Company-owned restaurants, including 53 indoor dining rooms in California due to a state mandate in early July, from the effects of increased COVID-19 cases in certain states and localities. These indoor dining rooms have started to reopen during the third fiscal quarter, while maintaining improved off-premise performance.

~~Each of our franchisees' restaurants remained open as~~As of the end of our ~~third~~ fiscal ~~quarter, and we started charging and collecting full royalty payments and advertising contributions from our franchisees as of the end of our third fiscal quarter.~~

~~As of November 1, 2020, the Company has reopened 370 total (comparable and non-comparable)~~fifth period, all Company-owned restaurants have re-opened indoor dining rooms with ~~limited capacity, representing approximately 89%~~varying levels of ~~currently open Company-owned restaurants.~~capacity. Notably, these restaurants have ~~on average maintained off-premise~~sustained off-premises sales that are ~~approximately 35% of sales mix after reopening dining rooms.~~more than double pre-pandemic levels, even in comparable Company-owned restaurants that are able to operate at full indoor capacity. As of April 18, 2021, total Company-owned restaurants included 12 restaurants that have remained closed since the ~~filing date~~onset of ~~this Form 10-Q, 18 restaurants remain temporarily closed due to~~ the COVID-19 ~~pandemic. We~~pandemic; of these restaurants, 10 will ~~continue to evaluate the potential timing of reopening these remaining temporarily closed restaurants.~~permanently close and two will re-open in 2021. Restaurant operating level expenses incurred for these restaurants during the temporary closures have been recorded in Restaurant closure and refranchising costs ~~(gains)~~ in Other ~~charges (gains);~~charges; see Note 7, 6, Other Charges, ~~(Gains)~~, in the Notes to the Condensed Consolidated Financial Statements in Part 1, Item 1 of this Quarterly Report on Form 10-Q.

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~~Net comparable restaurant revenue and average weekly net sales per Company-owned restaurant with reopened indoor dining rooms~~Selected operating metrics are presented below for the Company's 28 day accounting periods through ~~November 1, 2020 is~~the fourth period of fiscal year 2021, and the four weeks that comprise our fiscal fifth period of 2021 are as follows:

Period Ended(2)
Reopened Company-owned Restaurant Indoor Dining Rooms 9-Aug 6-Sept 4-Oct
1-Nov(3)
Net comparable restaurant revenues (29.1)% (20.1)% (9.5)% (13.7)%
Average weekly net sales per restaurant $38,779 $41,272 $43,034 $42,778
# of comparable Company-owned restaurants(1)
340 347 381 362

~~———————————————————~~

~~(1)~~ ~~Net sales performance for Company-owned restaurants with reopened indoor dining rooms for the full period presented. Restaurant count is as of the end of the period presented.~~

~~(2)~~ The period ended August 9, September 6, and October 4, 2020 comprise the Company's third fiscal quarter. The period ended November 1, 2020 falls within our fourth fiscal quarter, and amounts presented for the period are preliminary.

~~(3)~~ Sales performance at restaurants with reopened dining rooms during the period ended November 1, 2020 was negatively impacted by rising COVID-19 cases resulting in new restrictions lowering dining room capacity in certain states and localities. The negative impact was partially offset by sales benefits from expanded outdoor seating and increased use of booth partitions, improved off-premise sales performance in California, and average check growth during the period. Additionally, Halloween shifted from a Thursday to a Saturday in 2020, negatively impacting comparable restaurant revenues by approximately 1.0% to 2.0% for the period ended November 1, 2020.

~~Net comparable restaurant revenue and average weekly net sales per Company-owned restaurant for the Company's 28 day accounting periods through November 1, 2020 is as follows:~~

Period Ended(2)
Company-owned Restaurants 9-Aug 6-Sept 4-Oct
1-Nov(3)
Net comparable restaurant revenues (34.2)% (24.9)% (14.9)% (15.4)%
Average weekly net sales per restaurant $36,830 $39,728 $41,731 $42,509
# of comparable Company-owned restaurants(1)
412 412 412 412

~~———————————————————~~


	Period Ended(2)
Company-owned Restaurants	24-Jan	21-Feb(3)	21-Mar	18-Apr	16-May(6)
Net comparable(1) restaurant revenues	(26.7)%	(22.9)%	21.9%	165.9%	102.6%
Net comparable(1) restaurant revenues compared to Fiscal Year 2019	N/A(4)	N/A(4)	(8.5)%	0.0%	(3.3)%
Average weekly net sales per restaurant	$39,701	$41,384	$53,240	$55,600	$52,731
Number of comparable Company-owned restaurants(1)	413	411	410	410	410
Company-owned restaurants with closed dining rooms(1)	114	57	9	6	0
Average weekly off-premises net sales per restaurant	$20,896	$18,696	$20,056	$19,894	$19,078
Open system capacity(5)	40.0%	41.0%	48.0%	61.0%	65.0%

(1) Comparable restaurants are those Company-owned restaurants that have operated five full fiscal quarters as of the period ~~or week~~ presented. Restaurant count shown is as of the end of the period ~~or week~~ presented.

(2) The ~~period~~periods ended ~~August 9, September 6,~~January 24, February 21, March 21, and ~~October 4, 2020~~April 18, 2021 comprise the Company's ~~third~~first fiscal quarter. The period ended ~~November 1, 2020~~May 16, 2021 falls within our ~~fourth~~second fiscal quarter of 2021, and amounts presented for the period are ~~preliminary.~~preliminary and subject to closing adjustments.

(3) ~~Sales performance at~~Period includes the impact of reduced traffic due to winter weather in February of approximately 2% to 3%.

(4) This metric is presented to compare current year operating results to periods that are not impacted by the COVID-19 pandemic. There was no meaningful COVID-19 impact in P1 or P2 of 2020.

(5) Represents the percentage of indoor seating of Company-owned restaurants with ~~reopened~~open dining rooms, ~~during~~as of the end of the period ~~ended November 1, 2020 was negatively impacted by rising COVID-19 cases resulting~~presented.

(6) Period includes the impact of limited operating hours, in new restrictions lowering dining room capacity in certain states and localities. The negative impact was partially offset by sales benefits from expanded outdoor seating and increased use of booth partitions, improved off-premise sales performance in California, and average check growth during the period. Additionally, Halloween shifted from a Thursdaypart due to ~~a Saturday in 2020, negatively impacting comparable restaurant revenues by approximately 1.0% to 2.0% for the period ended November 1, 2020.~~staffing shortages.

~~Table of Contents~~

Financial and Operational Highlights

The following summarizes the operational and financial highlights during the ~~twelve and forty~~sixteen weeks ended ~~October 4, 2020:~~April 18, 2021:

•Restaurant ~~revenue decreased $92.9 million, or 32.0%, to $197.0 million for the twelve weeks ended October 4, 2020, as~~Revenue, compared to the ~~twelve weeks ended October 6, 2019, due to a $65.7 million, or 25.1%, decrease~~same period in ~~comparable restaurant revenue and a $27.2 million decrease primarily from closed restaurants.~~the prior year, is presented in the table below:




	(millions)
Restaurant Revenue for the sixteen weeks ended April 19, 2020	$	301.4
Increase/(decrease) in comparable restaurant revenue	28.3
Increase/(decrease) from closed restaurants	(11.0)
Total increase/(decrease)	17.3
Restaurant Revenue for the sixteen weeks ended April 18, 2021	$	318.7

•Table of Contents

Restaurant revenue decreased $334.2 million, or 33.7%, to $658.6 million for the forty weeks ended October 4, 2020, as compared to the forty weeks ended October 6, 2019, due to a $252.1 million, or 28.3%, decrease in comparable restaurant revenuerevenues and ~~a $82.1 million decrease primarily from closed restaurants.~~

•~~Restaurant~~ operating costs as a percentage of restaurant revenue ~~increased 750 basis points to 91.4%~~ for the ~~twelve weeks ended October 4, 2020, as compared~~period are detailed in the table below:


	Sixteen Weeks Ended				2021 compared to 2020	Sixteen Weeks Ended			2021 compared to 2019(1)
	April 18, 2021		April 19, 2020		Increase/(Decrease)	4/21/2019(1)			Increase/(Decrease)
Restaurant revenue (millions)	$	318.7	$	301.4	5.7 %	$	400.5		(20.4)	%
Restaurant operating costs:	(Percentage of Restaurant Revenue)				(Basis Points)	(Percentage of Restaurant Revenue)			(Basis Points)
Cost of sales	21.7 %		23.4 %		(170)	23.4		%	(170)
Labor	35.0 %		39.3 %		(430)	35.7		%	(70)
Other operating	18.1 %		17.3 %		80	13.9		%	420
Occupancy	9.4 %		11.2 %		(180)	8.7		%	70
Total	84.3 %		91.2 %		(690)	81.7		%	250

(1) Presented for improved comparability to ~~83.9% for~~pre COVID-19 operations.

Certain percentage and basis point amounts in the ~~twelve weeks ended October 6, 2019. The increase was~~table above do not total due to ~~higher other~~rounding as well as restaurant operating costs ~~labor costs, and occupancy costs~~being expressed as a percentage of restaurant revenue ~~partially offset by lower cost of sales as a percentage of restaurant revenue.~~and not total revenues.

•Restaurant operating costs, as a percentage of restaurant revenue, increased 1,050 basis points to 92.9% for the forty weeks ended October 4, 2020, as compared to 82.4% for the forty weeks ended October 6, 2019. The ~~increase was due to higher other operating costs, labor costs, and occupancy costs as a percentage of restaurant revenue, partially offset by lower cost of sales as a percentage of restaurant revenue.~~

•following table summarizes Net Loss, loss was $6.2 million for the twelve weeks ended October 4, 2020 compared to net loss of $1.8 million for the twelve weeks ended October 6, 2019. Diluted loss per share was $0.40 for the twelve weeks ended October 4, 2020, as compared to diluted loss per share of $0.14 for the twelve weeks ended October 6, 2019. Excluding costs per diluted share, ~~included in Other charges (gains) of $0.19 for restaurant closure~~ and ~~refranchising costs and $0.02 for COVID-19 related costs,~~ adjusted loss per diluted share for the ~~twelve~~sixteen weeks ended ~~October 4, 2020, was $0.19. Excluding a gain per diluted share included in Other charges (gains) of $0.23 for lease terminations for previously closed restaurants,~~April 18, 2021 and costs per diluted share included in Other charges (gains) of $0.07 for board and stockholder matters costs, $0.04 for severance and executive transition, and $0.02 for executive retention, adjusted loss per diluted share for the twelve weeks ended October 6, 2019 was $0.24.April 19, 2020;


	Sixteen Weeks Ended
	April 18, 2021		April 19, 2020
Net loss as reported	$	(8,713)	$	(174,298)


























Loss per share - diluted:
Net loss as reported	$	(0.56)	$	(13.51)
Restaurant closure and refranchising costs	0.16		0.11
Restaurant asset impairment	0.08		1.20
Litigation contingencies	0.07		0.35
COVID-19 related costs	0.03		0.02
Board and stockholder matter costs	0.01		0.11
Severance and executive transition	—		0.07
Goodwill impairment	—		7.40


Income tax effect	(0.09)		(2.41)
Adjusted loss per share - diluted	$	(0.30)	$	(6.66)

Weighted average shares outstanding
Basic	15,579		12,903
Diluted	15,579		12,903

•Net loss was $236.7 million for the forty weeks ended October 4, 2020 compared to net loss of $0.2 million for the forty weeks ended October 6, 2019. Diluted loss per share was $16.98 for the forty weeks ended October 4, 2020, as compared to diluted loss per share of $0.02 for the forty weeks ended October 6, 2019. Excluding costs per diluted share included in Other charges (gains) of $5.07 for goodwill impairment, $1.10 for restaurant asset impairment, $0.69 for restaurant closure and refranchising costs, $0.24 for litigation contingencies, $0.13 for board and stockholder matters costs, $0.07 for COVID-19 related costs, and $0.04 for severance and executive transition, adjusted loss per diluted share for the forty weeks ended October 4, 2020 was $9.64. Excluding costs per diluted share included in Other charges (gains) of $0.80 for restaurant asset impairment, $0.17 for severance and executive transition, $0.14 for board and stockholder matters costs, and $0.04 for executive retention, and a gain included in Other charges (gains) of $0.15 for lease terminations for previously closed restaurants, adjusted earnings per diluted share for the forty weeks ended October 6, 2019 was $0.98.

•We believe the non-GAAP measure of adjusted ~~earnings (loss)~~loss per diluted share gives the reader additional insight into the ongoing operational results of the Company, and it is intended to supplement the presentation of the Company's financial results in accordance with GAAP.

•~~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. Our media buying approach has pivoted to prioritize digital, social, and owned channels including our website and email to effectively target and reach our Guests.

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Restaurant Data

The following table details restaurant unit data for our Company-owned and franchised locations for the periods indicated:


		Twelve Weeks Ended		Forty Weeks Ended			Sixteen Weeks Ended
		October 4, 2020	October 6, 2019	October 4, 2020	October 6, 2019		April 18, 2021	April 19, 2020
Company-owned:	Company-owned:					Company-owned:
Beginning of period	Beginning of period	450	472	454	484	Beginning of period	443	454
Opened during the period		—	1	—	—

Closed during the period(1)	Closed during the period(1)	(6)	(2)	(10)	(13)	Closed during the period(1)	(3)	(2)
End of period	End of period	444	471	444	471	End of period	440	452
Franchised:	Franchised:					Franchised:
Beginning of period	Beginning of period	102	90	102	89	Beginning of period	103	102
Opened during the period		1	—	1	1

End of period	End of period	103	90	103	90	End of period	103	102
Total number of restaurants	Total number of restaurants	547	561	547	561	Total number of restaurants	543	554

(1)In addition to the permanent closures during the ~~twelve and forty~~sixteen weeks ended ~~October 4, 2020, 24~~April 18, 2021, total Company-owned restaurants included 12 restaurants that have remained ~~temporarily~~closed since the onset of the COVID-19 pandemic; of these restaurants, 10 will permanently close and two will re-open in 2021.

The following table presents total Company-owned and franchised restaurants by state or province as of April 18, 2021:


	Company-Owned Restaurants(1)	Franchised Restaurants

State:
Arkansas	2	2
Alaska	—	3
Alabama	4	—
Arizona	18	1
California	64	—
Colorado	22	—
Connecticut	—	3
Delaware	—	5
Florida	21	—
Georgia	6	—
Iowa	5	—
Idaho	8	—
Illinois	22	—
Indiana	13	—
Kansas	—	5
Kentucky	4	—
Louisiana	2	—
Massachusetts	4	3
Maryland	13	—
Maine	2	—
Michigan	—	20
Minnesota	4	—
Missouri	8	3
Montana	—	2
North Carolina	17	—
Nebraska	4	—
New Hampshire	3	—
New Jersey	12	1
New Mexico	3	—
Nevada	6	—
New York	16	—
Ohio	18	2
Oklahoma	5	—
Oregon	15	5
Pennsylvania	11	21
Rhode Island	1	—
South Carolina	4	—
South Dakota	1	—
Tennessee	11	—
Texas	21	9
Utah	1	6
Virginia	20	—
Washington	38	—
Wisconsin	11	—

Province:
British Columbia	—	12
Total	440	103

———————————————————

(1) Includes12 Company-owned restaurants that remained closed due to the COVID-19 pandemic as of October 4, 2020. Of the 35 temporarily closed Company-owned restaurants at the beginning of the third fiscal quarter, six restaurants have been reopened and five restaurants have been permanently closed during the twelve weeks ended October 4, 2020. Additionally, six more temporarily closed Company-owned restaurants were reopened during the beginning of our fourth fiscal quarter.April 18, 2021.

Results of Operations

Operating results for each fiscal period presented below are expressed as a percentage of total revenues, except for the components of restaurant operating costs, which are expressed as a percentage of restaurant revenue.

This information has been prepared on a basis consistent with our audited ~~2019~~2020 annual financial statements, and, in the opinion of management, includes all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the information for the periods presented. Our operating results may fluctuate significantly as a result of a variety of factors, and operating results for any period presented are not necessarily indicative of results for a full fiscal year.

(1) Presented for improved comparability to pre COVID-19 operations.

Certain percentage amounts in the table above do not total due to rounding as well as restaurant operating costs being expressed as a percentage of restaurant revenue and not total revenues.

Restaurant revenue for the ~~twelve~~sixteen weeks ended ~~October 4, 2020,~~April 18, 2021, which comprises primarily food and beverage sales, ~~decreased $92.9~~increased $17.3 million, or ~~32.0%,~~5.7 %, as compared to the ~~third~~first quarter of ~~2019.~~2020. The ~~decrease~~increase was due to a ~~$65.7~~$28.3 million, or ~~25.1%~~10.0%, ~~decrease~~increase in comparable restaurant revenue, ~~and~~partially offset by a ~~$27.2~~$11.0 million decrease primarily from closed restaurants. The comparable restaurant revenue ~~decrease~~increase was driven by a ~~24.6% decrease~~4.4% increase in Guest count and a ~~0.5% decrease~~5.6% increase in average Guest check. The ~~decrease~~increase in average Guest check resulted from a ~~3.6% decrease~~3.7% increase in pricing, a 1.3% increase in menu mix ~~partially offset by a 2.2% increase in pricing~~ and a ~~0.9%~~0.6% increase from lower discounting. The ~~decrease~~increase in menu mix was primarily driven by ~~limited dining room capacity at reopened restaurants and operating off-premise only at restaurants with temporarily closed dining rooms, resulting in lower~~higher sales of ~~beverages~~appetizers and ~~Finest burgers. Off-premise~~Gourmet burgers, partially offset by lower beverage mix. Off-premises sales increased ~~127.2%~~75.5% and comprised ~~40.7%~~41.7% of total food and beverage sales during ~~the third~~first quarter ~~of 2020.~~

Restaurant revenue for the forty weeks ended October 4, 2020, decreased $334.2 million or 33.7%, as compared to the forty weeks ended October 6, 2019. The decrease was due to a $252.1 million, or 28.3%, decrease in comparable restaurant revenue and a $82.1 million decrease primarily from closed restaurants. The comparable restaurant revenue decrease was driven by a 27.4% decrease in Guest count and a 0.9% decrease in average Guest check. The decrease in average Guest check resulted from a 3.5% decrease in menu mix, partially offset by a 2.0 % increase in pricing and a 0.6 % increase from lower discounting. The decrease in menu mix was primarily driven by limited dining room capacity at reopened restaurants and operating off-premise only at restaurants with temporarily closed dining rooms, resulting in lower sales of beverages and Finest burgers. Off-premise sales increased 136.8% and comprised 40.0% of total food and beverage sales during the forty weeks ended October 4, 2020.2021.

Average weekly net sales volumes represent the total restaurant revenue for all Company-owned Red Robin restaurants for each time period presented, divided by the number of operating weeks in the period. Comparable restaurant revenues ~~include those~~are comprised of Company-owned restaurants that ~~are in the comparable base at~~have operated five full quarters as of the end of ~~each~~the period presented. The Company-owned restaurants that were temporarily closed ~~Company-owned restaurants~~ due to the COVID-19 pandemic were not included in the comparable base for the ~~twelve and forty~~sixteen weeks ended ~~October 4,~~April 18, 2021 or April 19, 2020. Fluctuations in average weekly net sales volumes for Company-owned restaurants reflect the effect of comparable restaurant revenue changes as well as the performance of new and acquired restaurants during the period, ~~and~~ the average square footage of our ~~restaurants.~~restaurants, as well as the impact of changing capacity limitations in response to COVID-19 levels in a given locality. Net sales per square foot represents the total restaurant revenue for Company-owned restaurants included in the comparable base divided by the total ~~adjusted~~ square feet of Company-owned restaurants included in the comparable base.

Franchise and other revenue ~~decreased $0.9~~increased $3.0 million for the ~~twelve~~sixteen weeks ended ~~October 4, 2020~~April 18, 2021 compared to the ~~twelve~~sixteen weeks ended ~~October 6, 2019~~April 19, 2020 due to charging and collecting ~~partial~~ royalty payments and advertising contributions from our franchisees for ~~the majority of the third~~first fiscal quarter of ~~2020. As of~~2021; during the ~~end of our third fiscal quarter of~~same period in 2020, ~~we were charging and collecting full~~the Company temporary abated all franchisee royalty ~~payments~~ and advertising ~~contributions from~~contribution payments in response to COVID-19's effect on our ~~franchisees.~~franchisee's operations. Our franchisees reported a comparable restaurant revenue ~~decrease~~increase of ~~17.0%~~15.1% for the ~~twelve~~sixteen weeks ended ~~October 4, 2020~~April 18, 2021 compared to the same period in ~~2019.~~2020.

Franchise and other revenue decreased $10.2 million for the forty weeks ended October 4, 2020 compared to the forty weeks ended October 6, 2019 due to the temporary abatement of franchisee royalty payments and advertising contributions in response to COVID-19's effect on our franchise operations through the latter half of the second fiscal quarter and only charging and collecting partial royalty payments and advertising contributions thereafter through the majority of the third fiscal quarter of 2020. As of the end of the third quarter of 2020, the Company had resumed charging full royalty and advertising contributions to our franchisees. Our franchisees reported a comparable restaurant revenue decrease of 27.1% for the forty weeks ended October 4, 2020 compared to the same period in 2019.

Cost of sales, which comprises of food and beverage costs, is variable and generally fluctuates with sales volume. Cost of sales as a percentage of restaurant revenue decreased 40170 basis points for the ~~twelve~~sixteen weeks ended ~~October 4, 2020~~April 18, 2021 as compared to the same period in ~~2019.~~2020. The decrease was primarily driven by ~~lower promotional discounts and net~~ favorable commodity ~~prices. Cost~~costs and rebates.

Labor costs include restaurant-level hourly wages and management salaries as well as related taxes and benefits. For the ~~twelve~~sixteen weeks ended ~~October 4, 2020,~~April 18, 2021, labor as a percentage of restaurant revenue ~~increased 150~~decreased 430 basis points compared to the same period in ~~2019.~~2020. The increase was primarily due to sales deleverage and higher hourly wage rates driven by shifting labor mix in support of our off-premise operating model, partially offset by lower restaurant manager incentive compensation. For the forty weeks ended October 4, 2020, labor as a percentage of restaurant revenue increased 310 basis points compared to the same period in 2019. The increasedecrease was primarily driven by ~~sales deleverage~~a more efficient management labor structure, staffing shortages, and ~~higher hourly wage and benefit rates driven by shifting~~simplifying our menu resulting in reduced kitchen labor ~~mix in support of our off-premise operating model,~~hours, partially offset by ~~lower restaurant manager incentive compensation.~~higher wage rates.

Other operating costs include costs such as equipment repairs and maintenance costs, restaurant supplies, utilities, restaurant technology, and other miscellaneous costs. For the ~~twelve~~sixteen weeks ended ~~October 4, 2020,~~April 18, 2021, other operating costs as a percentage of restaurant revenue increased ~~380~~80 basis points as compared to the same period in ~~2019.~~2020. The increase was primarily due to higher ~~third-party~~third party delivery ~~fees~~commissions and supply costs driven by higher off-premise sales volumes and sales deleverage impacts on restaurant utility costs, partially offset by a decrease in restaurant janitorial and maintenance costs. For the forty weeks ended October 4, 2020, other operating costs as a percentage of restaurant revenue increased 450 basis points as compared to the same period in 2019. The increase was primarily due to higher third-party delivery fees driven by higher off-premise sales volumes and sales deleverage impacts on restaurant supply, utility, and technology costs, partially offset by a decrease in restaurant maintenance costs.

~~Table of Contents~~

off-premises sales.

Occupancy costs include fixed rents, property taxes, common area maintenance charges, general liability insurance, contingent rents, and other property costs. Occupancy costs incurred prior to opening our new restaurants are included in pre-opening costs. For the ~~twelve~~sixteen weeks ended ~~October 4, 2020,~~April 18, 2021, occupancy costs as a percentage of restaurant revenue ~~increased 260~~decreased 180 basis points compared to the same period in ~~2019~~2020 primarily due to ~~sales deleverage. For the forty weeks ended October 4, 2020, occupancy costs as a percentage~~savings from permanently closed restaurants and restructuring of ~~restaurant revenue increased 300 basis points compared to the same period in 2019 primarily due to sales deleverage.~~lease payments and rent concessions.

Our fixed rents for the ~~twelve~~sixteen weeks ended ~~October 4,~~April 18, 2021 and April 19, 2020 ~~and October 6, 2019~~ were ~~$14.7~~$21.1 million and ~~$16.9~~$21.6 million, a decrease of ~~$2.2~~$0.5 million due to ~~permanent restaurant closures. Our fixed rents for the forty weeks ended October 4, 2020~~savings from permanently closed restaurants and ~~October 6, 2019 were $51.0 million~~restructuring of lease payments and ~~$57.1 million, a decrease~~rent concessions.

Depreciation and Amortization

Depreciation and amortization includes depreciation on capital expenditures for restaurants and corporate assets as well as amortization of acquired franchise rights, leasehold interests, and certain liquor licenses. For the ~~twelve week periods~~sixteen weeks ended ~~October 4, 2020,~~April 18, 2021, depreciation and amortization expense as a percentage of revenue ~~increased 240~~decreased 140 basis points over the same period in ~~2019~~2020 primarily due to net closed Company-owned restaurants, and sales deleverage. For the forty weeks ended October 4, 2020, depreciation and amortization expense as a percentage of revenue increased 320 basis points over the same period in 2019 primarily due to sales deleverage.leverage.

Selling, General, and Administrative

Selling, general, and administrative costs include all corporate and administrative functions. Components of this category include marketing and advertising costs; restaurant support center, regional, and franchise support salaries and benefits; travel; professional and consulting fees; corporate information systems; legal expenses; office rent; training; and board of directors expenses.

Selling, general, and administrative costs in the ~~twelve~~sixteen weeks ended ~~October 4, 2020~~April 18, 2021 decreased ~~$15.5~~$10.9 million, or ~~42.1%~~26.2%, as compared to the same period in ~~2019.~~2020. The decrease was primarily driven by reduced marketing due to ~~decreased national~~capacity limitations and ~~local media spend, decreased Team Member salaries~~a shift to an all-digital marketing strategy, which has enabled us to communicate with our guests in a more compelling and ~~wages resulting from the~~cost effective way, as well as a decrease in travel and entertainment costs and a permanent reduction in force ~~and temporary salary reductions, and decreased~~in 2020, partially offset by higher Team Member ~~benefits, travel and entertainment, and gift card related~~benefit costs. For the forty weeks ended October 4, 2020, selling, general, and administrative costs decreased $37.6 million, or 31.3%, as compared to the same period in 2019. The decrease was primarily related to a decrease in national and local media spend, decreased Team Member salaries and wages resulting from the reduction in force and temporary salary reductions, and decreased Team Member benefits, travel and entertainment, gift card related, professional services, and project related general and administrative costs.

Pre-opening costs, which are expensed as incurred, comprise the costs related to preparing restaurants to introduce Donatos® and other initiatives, as well as direct costs, including labor, occupancy, training, and marketing, incurred related to opening new restaurants and hiring the initial work force. Our pre-opening costs fluctuate from period to period, depending upon, but not limited to, the number of restaurants where Donatos® has been introduced, the number of restaurant openings, the size of the restaurants being opened, and the location of the restaurants. Pre-opening costs for any given quarter will typically include expenses associated with restaurants opened during the quarter as well as expenses related to restaurants opening in subsequent quarters.

We incurred pre-opening costs during the ~~twelve and forty~~sixteen weeks ended ~~October 4,~~April 19, 2020 related to the rollout of Donatos®. The ~~limited rollout of Donatos® planned in the Seattle market during 2020 was completed on October 16, 2020. The~~ Company expects to ~~resume~~continue its ~~phased system-wide rollout~~roll out of Donatos® in ~~2021.~~2021 to approximately 120 restaurants, including approximately 40 restaurants in our second fiscal quarter, and approximately 80 restaurants in the second half of the fiscal year.

Interest Expense, Net and Other

Interest expense, net and other was ~~$2.3~~$4.3 million for the ~~twelve~~sixteen weeks ended ~~October 4, 2020,~~April 18, 2021, an increase of ~~$0.5~~$0.9 million, or ~~27.8%~~26.5%, compared to the same period in ~~2019.~~2020. The increase was primarily related to a higher weighted average interest rate for the quarter as well as the partial write off of approximately $1.2 million of deferred financing charges related to the modification of our revolver in conjunction with the execution of the Second Amendment on February 25, 2021, partially offset by a lower average outstanding debt balance compared to the same period in ~~2019.~~2020. Our weighted average interest rate was ~~5.0%~~6.3% for the ~~twelve~~sixteen weeks ended ~~October 4, 2020~~April 18, 2021 as compared to ~~5.1%~~4.3% for the same period in ~~2019.~~2020.

~~Interest expense, net and other was $7.6 million for the forty weeks ended October 4, 2020, an increase~~

Provision for Income Taxes

The effective tax rate for the ~~twelve~~sixteen weeks ended ~~October 4, 2020~~April 18, 2021 was a ~~77.0% benefit,~~0.6% expense, compared to a ~~74.1% benefit~~7.9% expense for the ~~twelve~~sixteen weeks ended ~~October 6, 2019.~~April 19, 2020. The ~~effective~~decrease in tax ~~rate~~expense for the ~~forty~~sixteen weeks ended ~~October 4, 2020 was a 1.8% benefit, compared to a 99.1% benefit for the same period in 2019. The increase in tax benefit for the twelve weeks ended October 4, 2020~~April 18, 2021 is primarily due to the recognition of a decrease in income and the release of $12.7 million in a previously recognized valuation allowance. The decrease in tax benefit for the forty weeks ended October 4, 2020 is primarily due to a $67.1 million netsmaller valuation allowance during the first quarter of 2021. The Company will be able to carry back federal and ~~decrease in current year tax credits, partially offset by a decrease in income and the favorable rate impact of~~state net operating ~~loss ("NOL") carrybacks allowed as part~~losses that are expected to generate approximately $16 million of ~~the CARES Act. Subsequent to its third quarter balance sheet date, the Company received $49.4 million in~~ cash tax refunds ~~including interest, and expects to receive between $12 million to $15 million of additional cash tax refunds within the next 12 months.~~

Liquidity and Capital Resources

Cash and cash equivalents ~~decreased $2.7~~increased $6.2 million to ~~$27.4~~$22.3 million ~~at October 4, 2020,~~as of April 18, 2021, from ~~$30.0~~$16.1 million at the beginning of the fiscal year. As the Company ~~has now stabilized its liquidity through its at-the-market equity offering, reduced overhead costs,~~continues to recover from the COVID-19 pandemic and ~~federal~~generates operating cash ~~tax refunds provided under the provisions of the CARES Act,~~flow, we expect to begin using available cash flow from operations to pay down debt, maintain existing restaurants and infrastructure, and execute on our long-term strategic initiatives. As of ~~October 4, 2020,~~April 18, 2021, the Company had approximately ~~$97~~$107 million in liquidity, including cash on hand and available borrowing capacity under its credit facility. ~~Our liquidity as of October 4, 2020 does not include $49.4 million in cash tax refunds, including interest, which were received after the third quarter balance sheet date.~~

The table below summarizes our cash flows from operating, investing, and financing activities for each period presented (in thousands):

Operating Cash Flows

Net cash flows provided by (used in) ~~provided by~~ operating activities ~~decreased $64.0~~increased $32.3 million to ~~$22.4~~$18.9 million for the ~~forty~~sixteen weeks ended ~~October 4, 2020.~~April 18, 2021. The changes in net cash provided by (used in) ~~provided by~~ operating activities are primarily attributable to a ~~$110.4~~$29.3 million ~~decrease~~increase in profit from operations, defined as the change in operating margins from comparable and non-comparable restaurants, lower accounts receivable and higher accounts payable balances due to the timing of operational receipts and payments, deferral of payroll tax payments under the CARES Act, as well as other changes in working capital as presented in the ~~condensed consolidated statements~~Condensed Consolidated Statements of ~~cash flows.~~Cash Flows.

Investing Cash Flows

Net cash flows used in investing activities decreased ~~$18.8~~$3.3 million to ~~$14.1~~$5.4 million for the ~~forty~~sixteen weeks ended ~~October 4, 2020,~~April 18, 2021, as compared to ~~$32.9~~$8.7 million for the same period in ~~2019.~~2020. The decrease is primarily due to ~~decreased~~targeted investment in restaurant technology ~~restaurant maintenance, and new restaurants~~ and restaurant ~~refreshes due to~~improvement capital in line with the ~~COVID-19 pandemic.~~Company's emphasis on strategic capital and cost management.

The following table lists the components of our capital expenditures, net of currency translation, ~~effect,~~ for the ~~forty~~sixteen weeks ended ~~October 4,~~April 18, 2021 and April 19, 2020 ~~and October 6, 2019~~ (in thousands):

Financing Cash Flows

Net cash flows ~~provided by (used in)~~used in financing activities increased ~~$41.2~~$89.1 million to ~~$34.0~~$7.4 million for the ~~forty~~sixteen weeks ended ~~October 4, 2020,~~April 18, 2021, as compared to net cash flows provided by financing activities of $81.7 million in the same period in ~~2019.~~2020. The ~~increase~~decrease is due to ~~cash proceeds received from the issuance of common stock, net of cash paid for stock issuance costs, of $28.9~~a $91.0 million ~~a $14.4 million increase~~decrease in net draws made on long-term debt, ~~and~~ a decrease in cash used to repurchase the Company's common stock due to the temporary suspension of the Company's share repurchase ~~program. The increase was partially offset by an increase of~~program, and a decrease in cash used for debt issuance costs. ~~The net cash proceeds from issuance of common stock of $28.9 million do not include unpaid stock issuance costs of approximately $0.2 million.~~

As of ~~October 4, 2020,~~April 18, 2021, the Company had outstanding borrowings under the credit facility of ~~$215.2~~$163.3 million, of which $9.7 million was classified as current, in addition to amounts issued under letters of credit of ~~$7.9~~$8.6 million. Amounts issued under letters of credit reduce the amount available under the credit facility but are not recorded as debt. As of ~~October 4, 2020,~~April 18, 2021, the Company had ~~$69.6~~$84.4 million of available borrowing capacity under its credit facility. Net ~~draws~~payments during the ~~third quarter of 2020~~sixteen weeks ended April 18, 2021 totaled ~~$8.6~~$6.4 million, and net draws during the ~~forty weeks ended October 4,~~first quarter of 2020 totaled ~~$9.2~~$84.0 million.

We are subject to a number of customary covenants under our credit facility, including limitations on additional borrowings, acquisitions, stock repurchases, sales of assets, and dividend payments. ~~During~~As discussed in Note 7, Borrowings, in the ~~first quarter of 2020, we were not in compliance with our debt covenants due~~Notes to the ~~negative effects~~Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on ~~our business from the COVID-19 pandemic. As a result,~~Form 10-Q, we entered into the Second Amendment ~~to our credit facility,~~on February 25, 2021, which waives compliance with the lease adjusted leverage ratio financial covenant ("LALR ratio") and fixed charge coverage ratio financial covenant ("FCC ratio") for the ~~remainder of fiscal 2020 and allows adjustments during the~~ first ~~three~~two fiscal quarters of 2021, toand provides for adjustments during the third and fourth fiscal quarter of 2021 and the first and second fiscal quarters of 2022 for the LALR and FCC ratios and related calculations. The Company is currently in compliance with applicable covenants, and forecasts compliance in the next twelve calendar months as the LALR ratio ~~including increasing the maximum LALR ratio permitted~~ and ~~allowing the use of a seasonally adjusted annualized consolidated EBITDA in the LALR ratio calculation, and to the~~ FCC ratio ~~including only being calculated for applicable periods since the beginning of 2021.~~become applicable.

Total debt outstanding ~~increased $9.2~~decreased $6.4 million to ~~$216.1~~$164.2 million at ~~October 4, 2020~~April 18, 2021, from ~~$206.9~~$170.6 million at December ~~29, 2019,~~27, 2020, due to net ~~draws~~payments of ~~$9.2~~$6.4 million on the credit facility during the ~~forty~~sixteen weeks ended ~~October 4, 2020~~April 18, 2021. In conjunction with the receipt of $49.4 million in cash tax refunds subsequent to the third quarter balance sheet date, the Company made a $42 million repayment on its credit facility on October 30, 2020.

We typically maintain current liabilities in excess of our current assets which results in a working capital deficit. We are able to operate with a working capital deficit because restaurant sales are primarily conducted on a cash or credit card basis. Rapid turnover of inventory results in limited investment in inventories, and cash from sales is usually received before related payables for food, supplies, and payroll become due. In addition, receipts from the sale of gift cards are received well in advance of related redemptions. Rather than maintain higher cash balances that would result from this pattern of operating cash flows, we typically utilize operating cash flows in excess of those required for currently-maturing liabilities to pay for capital expenditures, debt repayment, or to repurchase stock as allowed. When necessary, we utilize our credit facility to satisfy short-term liquidity requirements. We believe our future cash flows generated from restaurant operations combined with our remaining borrowing capacity under the credit facility will be sufficient to satisfy any working capital deficits and our planned capital expenditures.

On August 9, 2018, the Company's board of directors authorized the Company's current share repurchase program of up to a total of $75 million of the Company's common stock. The share repurchase authorization was effective as of August 9, 2018, and will terminate upon completing repurchases of $75 million of common stock unless otherwise terminated by the board. Pursuant to the repurchase program, purchases may be made from time to time at the Company's discretion and the Company is not obligated to acquire any particular amount of common stock. From the date of the current program approval through ~~October 4, 2020,~~April 18, 2021, we have repurchased a total of 226,500 shares at an average price of $29.14 per share for an aggregate amount of $6.6 million. Accordingly, as of ~~October 4, 2020,~~April 18, 2021, we had $68.4 million of availability under the current share repurchase program.

Effective March 14, 2020, the Company temporarily suspended its share repurchase program to provide additional liquidity during the COVID-19 pandemic. Our ability to repurchase shares is limited to conditions set forth by our lenders in the ~~amendment~~Second Amendment to our credit facility prohibiting us from repurchasing additional shares until the ~~later~~first fiscal quarter of ~~(a)~~2022 at the ~~Company's delivery of~~earliest and not until we deliver a covenant compliance certificate ~~for the fiscal quarter ending on~~demonstrating a lease adjusted leverage ratio less than or about July 11, 2021 demonstrating compliance with the financial covenants then in effect or (b) the Company satisfying an agreed ratio under its Leverage Ratio Covenant for the most recently ended fiscal quarter or fiscal year, as applicable.

~~Table of Contents~~

equal to 5.00:1.00.

The primary inflationary factors affecting our operations are food, labor costs, energy costs, and materials used in the construction of new restaurants. A large number of our restaurant personnel are paid at rates based on the applicable minimum wage, and increases in the minimum wage rates have directly affected our labor costs in recent years. Many of our leases require us to pay taxes, maintenance, repairs, insurance, and utilities, all of which are generally subject to inflationary increases. Labor cost inflation had a negative impact on our financial condition and results of operations during the ~~forty~~sixteen weeks ended ~~October 4, 2020.~~April 18, 2021. Uncertainties related to fluctuations in costs, including energy costs, commodity prices, annual indexed or potential minimum wage increases, and construction materials make it difficult to predict what impact, if any, inflation may continue to have on our business, but it is anticipated inflation will have a negative impact on labor and commodity costs for the remainder of ~~2020.~~2021.

Our business is subject to seasonal fluctuations. ~~Historically,~~Prior to the COVID-19 pandemic, sales in most of our restaurants have been higher during the summer months and winter holiday season and lower during the fall season. As a result, our quarterly operating results and comparable restaurant revenue may fluctuate significantly as a result of seasonality. Accordingly, results for any one quarter are not necessarily indicative of results to be expected for any other quarter, and comparable restaurant sales for any particular future period may decrease.

Contractual Obligations

There were no other material changes outside the ordinary course of business to our contractual obligations since the filing of the Company's ~~Quarterly~~Annual Report on Form ~~10-Q~~10-K for the fiscal ~~quarter~~year ended ~~April 19,~~December 27, 2020, except for lease obligations as a result of contractual rent concessions negotiated by the Company during the fiscal ~~quarters~~quarter ended ~~July 12,~~April 18, 2021, and long-term debt obligations resulting from the changes to our Credit Facility in February 2021 as previously discussed in Note 7, Borrowings, of Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q, Contractual long-term debt payments as of April 19, 2020 ~~and October 4, 2020.~~ are as follows (in thousands):


	Payments Due by Period
	Total		2021		2022-2023		2024-2025		2026 and Thereafter
Long-term debt obligations(1)	$	179,833	$	13,512	$	165,348	$	65	$	908

(1) Long-term debt obligations primarily represent minimum required principal payments under our Credit Facility including estimated interest of $15.4 million based on a 5.50% average borrowing interest rate.

See the maturity of lease liabilities table in Note 4, Leases, in the Notes to the Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Critical Accounting Policies and Estimates

Critical accounting policies and estimates are those we believe are both significant and that require us to make difficult, subjective, or complex judgments, often because we need to estimate the effect of inherently uncertain matters. We base our estimates and judgments on historical experiences and various other factors we believe to be appropriate under the circumstances. Actual results may differ from these estimates, including our estimates of future restaurant level cash flows, which are subject to the current economic environment and future impact from the COVID-19 pandemic, and we might obtain different results if we use different assumptions or conditions. We had no significant changes in our critical accounting policies and estimates which were disclosed in our Annual Report on Form 10-K for the fiscal year ended December ~~29, 2019.~~27, 2020.

Recently Issued and Recently Adopted Accounting Standards

See Note 1, Basis of Presentation and Recent Accounting Pronouncements, of Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Forward-Looking Statements

Certain information and statements contained in this report are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the "PSLRA") codified at Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the ~~Securities~~ Exchange ~~Act of 1934, as amended. This statement is included for purposes of complying with the safe harbor provisions of the PSLRA.~~Act. Forward-looking statements include statements regarding our expectations, beliefs, intentions, plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements which are other than statements of historical facts. These statements may be identified, without limitation, by the use of forward-looking terminology such as "anticipate," "assume," "believe," ~~"estimate,~~"could," ~~"could,~~"estimate," "expect," "future," "intend," "may," "plan," "project," "will," ~~"would,~~"continue," and similar expressions. Certain forward-looking statements are included in this Quarterly Report on Form 10-Q, principally in the sections captioned "Financial Statements" and "Management's Discussion and Analysis of Financial Condition and Results of Operations." Forward-looking statements ~~in this report include,~~may relate to, among other ~~things statements regarding:~~things: (i) our ~~financial performance, improved sales trajectory,~~business objectives and strategic plans, including projected growth in Guest ~~satisfaction scores, seating expansion~~traffic and ~~increased dining capacity~~revenue, planned improvements in operational efficiencies, gross margins, and ~~its effect on sales, strategic plan~~expense management and ~~turnaround, marketing~~enhancements to our restaurant environments and Guest engagement; (ii) our expectations about pricing strategy ~~expected uses for available cash flow; beliefs~~and average check size; (iii) our ability to hire, train, and retain Team Members; (iv) investments in information technology systems and anticipated related benefits; (v) our expectations about ~~the ability~~restaurant operating costs, including commodity and food prices and labor and energy costs; (vi) anticipated legislation and other regulation of our ~~lenders~~business; (vii) recent initiatives such as changes to ~~fulfill their lending commitments under~~ our ~~credit facility~~service model and our partnership with Donato's®; (viii) our expectations about ~~the sufficiency of~~ future cash flows, ~~to satisfy any working capital deficit and planned~~liquidity, future capital expenditures ~~liquidity, projected taxes~~ and ~~cash tax refunds; the anticipated effects of inflation on labor~~other capital deployment opportunities, and ~~commodity costs; future performance including sales and off premise sales; preliminary results including net comparable restaurant revenues and average weekly net sales per restaurant;~~taxes; (ix) our expectations regarding ~~dining room re-openings~~competition; and ~~closures; anticipated additional rollout~~(x) our expectations regarding

demand and ~~the timing thereof; statements under the heading "Company Response to COVID-19 Pandemic;"~~business recovery, consumer preferences, and ~~the effect of the adoption of new accounting standards on our financial and accounting systems.~~

Forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from those we express in these forward-looking statements. These risks and uncertainties include, but are not limited to, the following: the rapidly evolving nature of the COVID-19 pandemic and related containment measures, including the potential for a complete shutdown of Company restaurants; the extent of the impact of the COVID-19 pandemic or any other epidemic, disease outbreak, or public health emergency, including the duration, spread, severity, and any recurrence of the COVID-19 pandemic; the duration and scope of COVID-19 related government orders and restrictions, including in California where a substantial number of our restaurants are located; economic, public health, and political conditions that impact consumer confidence and spending, including the impact of COVID-19; the effect of the COVID-19 pandemic on labor, staffing, and changes in unemployment rate; the ability to achieve significant cost savings; the Company's ability to defer lease or contract payments or otherwise obtain concessions from landlords, vendors, and other parties in light of the impact of the COVID-19 pandemic; the economic health of the Company's landlords and other tenants in retail centers in which its restaurants are located, suppliers, licensees, vendors, and other third parties providing goods or services to the Company; the Company's ability to continue to implement our seating expansion plans and the timing thereof, including factors that are under control of government agencies, landlords, and other third parties; adverse weather conditions in regions in which the Company’s restaurants are located and the timing thereof; the impact of political protests and curfews imposed by state and local governments; the effect of COVID-19 on our supply chain and the cost, availability, and timing of obtaining key products, distribution, labor, and energy; the effectiveness of the Company's marketing and menu strategies and promotions; the effectiveness of the Company's strategic initiatives including service model, technology solutions, and sales building initiatives; the amount and timing of cash tax refunds received as a result of the CARES Act; the cost and availability of capital or credit facility borrowings; the adequacy of cash flows or available debt resources to fund operations and growth opportunities; uncertainty regarding general economic and industry conditions; concentration of restaurants in certain markets; changes in consumer disposable income, consumer spending trends and habits; the effectiveness of our information technology and new technology systems, including cyber security with respect to those systems; regional mall and lifestyle center traffic trends or other trends affecting traffic at our restaurants; increased competition and discounting in the casual-dining restaurant market; costs and availability of food and beverage inventory; changes in commodity prices, particularly ground beef, and distribution costs; changes in energy and labor costs, including due to changes in health care and market wage levels; changes in federal, state, or local laws and regulations affecting the operation of our restaurants, including but not limited to, minimum wages, consumer health and safety, health insurance coverage, nutritional disclosures, and employment eligibility-related documentation requirements; our franchising strategy; our ability to attract and retain qualified managers and Team Members; costs and other effects of legal claims by Team Members, franchisees, customers, vendors, stockholders, including relating to fluctuations in our stock price, and others, including settlement of those claims or negative publicity regarding food safety or cyber security; changes in accounting standards policies and practices or related interpretations by auditors or regulatory entities; and other risk factors described from time to time in the Company's Form 10-K, Form 10-Q, and Form 8-K reports (including all amendments to those reports) filed with the U.S. Securities and Exchange Commission.discretionary spending.

Although we believe the expectations reflected in our forward-looking statements are based on reasonable assumptions, such expectations may prove to be materially incorrect due to known and unknown risks and uncertainties.

In some cases, information regarding certain important factors that could cause actual results to differ materially from a forward-looking statement appears together with such statement. In addition, the factors described under Risk Factors, as well as other possible factors not listed, could cause actual results to differ materially from those expressed in forward-looking statements, including, without limitation, the following:

•the impact of COVID-19 on our results of operations, supply chain, and liquidity;

•the effectiveness of the Company's strategic initiatives, including alternative labor models, service, and operational improvement initiatives;

•our ability to staff, train, and retain our workforce for service execution;

•the effectiveness of the Company's marketing strategies and promotions;

•menu changes, including the anticipated sales growth, costs, and timing of the Donatos® expansion;

•the implementation, rollout, and timing of technology solutions in our restaurants and at our restaurant support center, in addition to digital platforms that are accessed by our Guests;

•our ability to achieve revenue and cost savings from off-premise sales and other initiatives;

•competition in the casual dining market and discounting by competitors;

•changes in consumer spending trends and habits;

•changes in the cost and availability of key food products, distribution, labor, and energy;

•general economic conditions, including changes in consumer disposable income, weather conditions, and related events in regions where our restaurants are operated;


Delaware						84-1573084
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)


		Page
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited)	1
	Condensed Consolidated Balance Sheets	1
	Condensed Consolidated Statements of Operations and Comprehensive Loss	2
	Condensed Consolidated Statements of Stockholders' Equity	3
	Condensed Consolidated Statements of Cash Flows	54
	Notes to Condensed Consolidated Financial Statements	65
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	1413
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2726
Item 4.	Controls and Procedures	2726
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	2827
Item 1A.	Risk Factors	2827
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2927
Item 6.	Exhibits	3028
	Signature	29


		Twelve Weeks Ended				Forty Weeks Ended					Sixteen Weeks Ended
(in thousands, except for share amounts)		October 4, 2020		October 6, 2019		October 4, 2020		October 6, 2019
(in thousands, except for per share amounts)										(in thousands, except for per share amounts)	April 18, 2021		April 19, 2020
Revenues:	Revenues:									Revenues:
Restaurant revenue	Restaurant revenue	$	197,009	$	289,862	$	658,587	$	992,764	Restaurant revenue	$	318,677	$	301,434
Franchise and other revenues	Franchise and other revenues	3,469		4,360		9,078		19,305		Franchise and other revenues	7,598		4,631

Total revenues	Total revenues	200,478		294,222		667,665		1,012,069		Total revenues	326,275		306,065
Costs and expenses:	Costs and expenses:									Costs and expenses:
Restaurant operating costs (excluding depreciation and amortization shown separately below):	Restaurant operating costs (excluding depreciation and amortization shown separately below):									Restaurant operating costs (excluding depreciation and amortization shown separately below):
Cost of sales	Cost of sales	46,037		69,017		155,243		235,119		Cost of sales	69,166		70,426
Labor	Labor	74,344		104,870		255,652		354,302		Labor	111,659		118,566
Other operating	Other operating	37,631		44,317		124,585		142,882		Other operating	57,712		52,291
Occupancy	Occupancy	22,099		24,942		76,514		85,420		Occupancy	30,100		33,657
Depreciation and amortization	Depreciation and amortization	19,173		21,280		68,053		71,087		Depreciation and amortization	25,888		28,320
Selling, general, and administrative expenses	Selling, general, and administrative expenses	21,284		36,776		82,483		120,126		Selling, general, and administrative expenses	30,610		41,502
Pre-opening costs	Pre-opening costs	89		0		245		319		Pre-opening costs	0		153
Other charges	Other charges	4,416		(1,757)		138,296		17,488		Other charges	5,471		119,379
Total costs and expenses	Total costs and expenses	225,073		299,445		901,071		1,026,743		Total costs and expenses	330,606		464,294

Loss from operations	Loss from operations	(24,595)		(5,223)		(233,406)		(14,674)		Loss from operations	(4,331)		(158,229)
Other expense:	Other expense:									Other expense:
Interest expense, net and other	Interest expense, net and other	2,280		1,812		7,629		7,203		Interest expense, net and other	4,330		3,370

Loss before income taxes	Loss before income taxes	(26,875)		(7,035)		(241,035)		(21,877)		Loss before income taxes	(8,661)		(161,599)
Income tax benefit		(20,696)		(5,214)		(4,297)		(21,676)
Income tax provision										Income tax provision	52		12,699
Net loss	Net loss	$	(6,179)	$	(1,821)	$	(236,738)	$	(201)	Net loss	$	(8,713)	$	(174,298)
Loss per share:	Loss per share:									Loss per share:
Basic	Basic	$	(0.40)	$	(0.14)	$	(16.98)	$	(0.02)	Basic	$	(0.56)	$	(13.51)
Diluted	Diluted	$	(0.40)	$	(0.14)	$	(16.98)	$	(0.02)	Diluted	$	(0.56)	$	(13.51)
Weighted average shares outstanding:	Weighted average shares outstanding:									Weighted average shares outstanding:
Basic	Basic	15,540		12,959		13,945		12,967		Basic	15,579		12,903
Diluted	Diluted	15,540		12,959		13,945		12,967		Diluted	15,579		12,903

Other comprehensive income (loss):	Other comprehensive income (loss):									Other comprehensive income (loss):
Foreign currency translation adjustment	Foreign currency translation adjustment	$	9	$	(262)	$	(1,121)	$	(185)	Foreign currency translation adjustment	$	21	$	(1,147)
Other comprehensive income (loss), net of tax	Other comprehensive income (loss), net of tax	9		(262)		(1,121)		(185)		Other comprehensive income (loss), net of tax	21		(1,147)
Total comprehensive loss	Total comprehensive loss	$	(6,170)	$	(2,083)	$	(237,859)	$	(386)	Total comprehensive loss	$	(8,692)	$	(175,445)


		Forty Weeks Ended					Sixteen Weeks Ended
(in thousands)	(in thousands)	October 4, 2020		October 6, 2019		(in thousands)	April 18, 2021		April 19, 2020
Cash flows from operating activities:	Cash flows from operating activities:					Cash flows from operating activities:
Net loss	Net loss	$	(236,738)	$	(201)	Net loss	$	(8,713)	$	(174,298)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:	Adjustments to reconcile net loss to net cash (used in) provided by operating activities:					Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization	Depreciation and amortization	68,053		71,087		Depreciation and amortization	25,888		28,320
Gift card breakage	Gift card breakage	(2,329)		(4,899)		Gift card breakage	(2,293)		(1,414)
Goodwill and restaurant asset impairment	Goodwill and restaurant asset impairment	116,193		14,064		Goodwill and restaurant asset impairment	1,242		110,912
Non-cash other charges	Non-cash other charges	(2,438)		(11,135)		Non-cash other charges	516		808
Deferred income tax provision (benefit)		52,439		(27,477)
Deferred income tax provision						Deferred income tax provision	0		21,152
Stock-based compensation expense	Stock-based compensation expense	3,082		2,539		Stock-based compensation expense	880		706
Other, net	Other, net	639		665		Other, net	1,528		784
Changes in operating assets and liabilities:	Changes in operating assets and liabilities:					Changes in operating assets and liabilities:
Accounts receivable	Accounts receivable	13,250		14,059		Accounts receivable	5,567		11,711
Income tax receivable	Income tax receivable	(57,756)		941		Income tax receivable	510		(6,194)
Inventories						Inventories	(41)		1,484
Prepaid expenses and other current assets	Prepaid expenses and other current assets	11,229		1,426		Prepaid expenses and other current assets	975		2,050
Lease assets, net of liabilities	Lease assets, net of liabilities	19,194		(266)		Lease assets, net of liabilities	(6,312)		6,795
Trade accounts payable and accrued liabilities	Trade accounts payable and accrued liabilities	(9,864)		(6,657)		Trade accounts payable and accrued liabilities	12,413		(8,022)
Unearned revenue	Unearned revenue	(9,331)		(12,564)		Unearned revenue	(4,849)		(9,460)
Other operating assets and liabilities, net	Other operating assets and liabilities, net	11,976		35		Other operating assets and liabilities, net	(8,379)		1,346
Net cash (used in) provided by operating activities	Net cash (used in) provided by operating activities	(22,401)		41,617		Net cash (used in) provided by operating activities	18,932		(13,320)
Cash flows from investing activities:	Cash flows from investing activities:					Cash flows from investing activities:
Purchases of property, equipment, and intangible assets	Purchases of property, equipment, and intangible assets	(14,870)		(33,078)		Purchases of property, equipment, and intangible assets	(5,400)		(8,746)
Proceeds from sales of real estate and property, plant, and equipment and other investing activities	Proceeds from sales of real estate and property, plant, and equipment and other investing activities	739		178		Proceeds from sales of real estate and property, plant, and equipment and other investing activities	0		43
Net cash used in investing activities	Net cash used in investing activities	(14,131)		(32,900)		Net cash used in investing activities	(5,400)		(8,703)
Cash flows from financing activities:	Cash flows from financing activities:					Cash flows from financing activities:
Borrowings of long-term debt	Borrowings of long-term debt	168,000		211,500		Borrowings of long-term debt	35,300		116,000
Payments of long-term debt and finance leases	Payments of long-term debt and finance leases	(159,004)		(216,918)		Payments of long-term debt and finance leases	(42,322)		(32,006)
Purchase of treasury stock	Purchase of treasury stock	(1,635)		(2,434)		Purchase of treasury stock	0		(1,635)
Debt issuance costs	Debt issuance costs	(2,952)		0		Debt issuance costs	(616)		(1,040)
Proceeds from issuance of common stock, net of stock issuance costs		28,945		0

Proceeds from exercise of stock options and employee stock purchase plan	Proceeds from exercise of stock options and employee stock purchase plan	666		696		Proceeds from exercise of stock options and employee stock purchase plan	245		419
Net cash provided by (used in) financing activities	Net cash provided by (used in) financing activities	34,020		(7,156)		Net cash provided by (used in) financing activities	(7,393)		81,738
Effect of exchange rate changes on cash	Effect of exchange rate changes on cash	(166)		81		Effect of exchange rate changes on cash	29		(840)
Net change in cash and cash equivalents	Net change in cash and cash equivalents	(2,678)		1,642		Net change in cash and cash equivalents	6,168		58,875
Cash and cash equivalents, beginning of period	Cash and cash equivalents, beginning of period	30,045		18,569		Cash and cash equivalents, beginning of period	16,116		30,045
Cash and cash equivalents, end of period	Cash and cash equivalents, end of period	$	27,367	$	20,211	Cash and cash equivalents, end of period	$	22,284	$	88,920

Supplemental disclosure of cash flow information	Supplemental disclosure of cash flow information					Supplemental disclosure of cash flow information
Income taxes (refund received) paid		$	(2,391)	$	3,140
Income tax refunds received, net						Income tax refunds received, net	$	(473)	$	(11)
Interest paid, net of amounts capitalized	Interest paid, net of amounts capitalized	7,514		7,799		Interest paid, net of amounts capitalized	$	3,182	$	2,708
Change in construction related payables		$	462	$	3,902


		Twelve Weeks Ended				Forty Weeks Ended					Sixteen Weeks Ended
		October 4, 2020		October 6, 2019		October 4, 2020		October 6, 2019			April 18, 2021		April 19, 2020
Restaurant revenue	Restaurant revenue	$	197,009	$	289,862	$	658,587	$	992,764	Restaurant revenue	$	318,677	$	301,434
Franchise revenue(1)	Franchise revenue(1)	2,584		3,727		5,861		13,479		Franchise revenue(1)	4,877		2,897
Gift card breakage	Gift card breakage	523		580		2,329		4,899		Gift card breakage	2,293		1,414
Other revenue	Other revenue	362		53		888		927		Other revenue	428		320
Total revenues	Total revenues	$	200,478	$	294,222	$	667,665	$	1,012,069	Total revenues	$	326,275	$	306,065


☒						QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐						TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


	(Unaudited)
(in thousands, except for share amounts)	October 4, 2020		December 29, 2019
Assets:
Current assets:
Cash and cash equivalents	$	27,367	$	30,045
Accounts receivable, net	9,024		22,372
Inventories	24,496		26,424
Income tax receivable	63,066		5,308
Prepaid expenses and other current assets	11,652		21,338
Total current assets	135,605		105,487
Property and equipment, net	446,083		518,013
Right of use assets, net	415,948		426,248
Goodwill	0		96,397
Intangible assets, net	25,440		29,975
Other assets, net	10,195		61,460
Total assets	$	1,033,271	$	1,237,580
Liabilities and stockholders' equity:
Current liabilities:
Accounts payable	$	18,940	$	33,040
Accrued payroll and payroll-related liabilities	26,878		35,221
Unearned revenue	42,564		54,223
Current portion of lease obligations	62,032		42,699
Current portion of long-term debt	9,692		0
Accrued liabilities and other	42,987		29,403
Total current liabilities	203,093		194,586
Long-term debt	206,375		206,875
Long-term portion of lease obligations	450,751		465,435
Other non-current liabilities	19,858		10,164
Total liabilities	880,077		877,060
Stockholders' equity:
Common stock; $0.001 par value: 45,000 shares authorized; 20,449 and 17,851 shares issued; 15,548 and 12,923 shares outstanding as of October 4, 2020 and December 29, 2019	20		18
Preferred stock, $0.001 par value: 3,000 shares authorized; 0 shares issued and outstanding as of October 4, 2020 and December 29, 2019	0		0
Treasury stock 4,901 and 4,928 shares, at cost, as of October 4, 2020 and December 29, 2019	(199,908)		(202,313)
Paid-in capital	242,048		213,922
Accumulated other comprehensive loss, net of tax	(5,494)		(4,373)
Retained earnings	116,528		353,266
Total stockholders' equity	153,194		360,520
Total liabilities and stockholders' equity	$	1,033,271	$	1,237,580


October 4, 2020		Finance		Operating		Total
April 18, 2021								April 18, 2021	Finance		Operating		Total
Right of use assets, net	Right of use assets, net	$	11,463	$	404,485	$	415,948	Right of use assets, net	$	9,362	$	417,820	$	427,182

Current portion of lease obligations	Current portion of lease obligations	1,122		60,910		62,032		Current portion of lease obligations	856		50,513		51,369
Long-term portion of lease obligations	Long-term portion of lease obligations	12,666		438,085		450,751		Long-term portion of lease obligations	10,642		453,087		463,729
Total	Total	$	13,788	$	498,995	$	512,783	Total	$	11,498	$	503,600	$	515,098

December 29, 2019		Finance		Operating		Total
December 27, 2020								December 27, 2020	Finance		Operating		Total
Right of use assets, net	Right of use assets, net	$	7,552	$	418,696	$	426,248	Right of use assets, net	$	9,644	$	415,929	$	425,573

Current portion of lease obligations	Current portion of lease obligations	725		41,974		42,699		Current portion of lease obligations	1,078		54,197		55,275
Long-term portion of lease obligations	Long-term portion of lease obligations	8,822		456,613		465,435		Long-term portion of lease obligations	10,937		454,296		465,233
Total	Total	$	9,547	$	498,587	$	508,134	Total	$	12,015	$	508,493	$	520,508


	October 4, 2020						December 29, 2019
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Intangible assets subject to amortization:
Franchise rights	$	50,584	$	(36,813)	$	13,771	$	53,336	$	(35,896)	$	17,440
Leasehold interests	13,001		(9,155)		3,846		13,001		(8,794)		4,207
Liquor licenses and other	9,961		(9,598)		363		10,737		(9,869)		868
	$	73,546	$	(55,566)	$	17,980	$	77,074	$	(54,559)	$	22,515
Indefinite-lived intangible assets:
Liquor licenses and other	$	7,460	$	—	$	7,460	$	7,460	$	—	$	7,460
Intangible assets, net	$	81,006	$	(55,566)	$	25,440	$	84,534	$	(54,559)	$	29,975


	Period Ended(2)
Reopened Company-owned Restaurant Indoor Dining Rooms	9-Aug	6-Sept	4-Oct	1-Nov(3)
Net comparable restaurant revenues	(29.1)%	(20.1)%	(9.5)%	(13.7)%
Average weekly net sales per restaurant	$38,779	$41,272	$43,034	$42,778
# of comparable Company-owned restaurants(1)	340	347	381	362


Exhibit Number						Description

(10.1)						Second Amendment to Credit Agreement, dated as of February 25, 2021, by and among Red Robin International, Inc., Red Robin Gourmet Burgers, Inc., the Guarantors, the Lenders party thereto and Wells Fargo Bank, National Association, as administration agent. Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on March 3, 2021.

10.2						Form of Red Robin Gourmet Burgers, Inc. 2017 Performance Incentive Plan CEO Performance Stock Unit Award Agreement.

31.1						Rule 13a-14(a) Certification of Chief Executive Officer

31.2						Rule 13a-14(a) Certification of Chief Financial Officer

32.1						Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer

101						The following financial information from the Quarterly Report on Form 10-Q of Red Robin Gourmet Burgers, Inc. for the quarter ended ~~October 4, 2020~~April 18, 2021 formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets at ~~October 4, 2020~~April 18, 2021 and December ~~29, 2019;~~27, 2020; (ii) Condensed Consolidated Statements of Operations and Comprehensive Loss for the ~~twelve and forty~~sixteen weeks ended ~~October 4, 2020~~April 18, 2021 and ~~October 6, 2019;~~April 19, 2020; (iii) Condensed Consolidated Statements of Stockholders' Equity at ~~October 4, 2020~~April 18, 2021 and ~~October 6, 2019;~~April 19, 2020; (iv) Condensed Consolidated Statements of Cash Flows for the ~~forty~~sixteen weeks ended ~~October 4, 2020~~April 18, 2021 and ~~October 6, 2019;~~April 19, 2020; and (v) the Notes to Condensed Consolidated Financial Statements, tagged as blocks of text.