Document and Entity Information
Document and Entity Information - shares | 4 Months Ended | |
Apr. 17, 2016 | May. 16, 2016 | |
Document and Entity Information | ||
Entity Registrant Name | RED ROBIN GOURMET BURGERS INC | |
Entity Central Index Key | 1,171,759 | |
Current Fiscal Year End Date | --12-25 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Apr. 17, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 13,647,035 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Apr. 17, 2016 | Dec. 27, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 25,167 | $ 22,705 |
Accounts receivable, net | 15,110 | 27,760 |
Inventories | 28,679 | 28,223 |
Prepaid expenses and other current assets | 14,636 | 18,052 |
Total current assets | 83,592 | 96,740 |
Property and equipment, net | 657,536 | 603,686 |
Goodwill | 97,282 | 81,957 |
Intangible assets, net | 44,799 | 39,573 |
Other assets, net | 24,660 | 18,023 |
Total assets | 907,869 | 839,979 |
Current liabilities: | ||
Trade accounts payable | 21,279 | 23,392 |
Construction related payables | 36,460 | 28,692 |
Accrued payroll and payroll-related liabilities | 37,987 | 47,587 |
Unearned revenue | 34,636 | 48,392 |
Accrued liabilities and other | 38,515 | 29,610 |
Total current liabilities | 168,877 | 177,673 |
Deferred rent | 68,399 | 66,470 |
Long-term debt | 254,375 | 202,875 |
Long-term portion of capital lease obligations | 7,257 | 7,441 |
Other non-current liabilities | 16,628 | 11,209 |
Total liabilities | 515,536 | 465,668 |
Stockholders’ equity: | ||
Common stock, $0.001 par value: 45,000 shares authorized; 17,851 and 17,851 shares issued; 13,652 and 13,628 shares outstanding | 18 | 18 |
Preferred stock, $0.001 par value: 3,000 shares authorized; no shares issued and outstanding | 0 | 0 |
Treasury stock 4,199 and 4,223 shares, at cost | (166,371) | (167,339) |
Paid-in capital | 207,344 | 205,995 |
Accumulated other comprehensive loss, net of tax | (3,899) | (5,379) |
Retained earnings | 355,241 | 341,016 |
Total stockholders’ equity | 392,333 | 374,311 |
Total liabilities and stockholders’ equity | $ 907,869 | $ 839,979 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Apr. 17, 2016 | Dec. 27, 2015 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 45,000,000 | 45,000,000 |
Common stock, shares issued | 17,851,000 | 17,851,000 |
Common stock, shares outstanding | 13,652,000 | 13,628,000 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 3,000,000 | 3,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Treasury stock, shares | 4,199,000 | 4,223,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) - USD ($) shares in Thousands | 4 Months Ended | |
Apr. 17, 2016 | Apr. 19, 2015 | |
Revenues: | ||
Restaurant revenue | $ 396,770,000 | $ 388,509,000 |
Franchise royalties, fees, and other revenues | 5,356,000 | 6,392,000 |
Total revenues | 402,126,000 | 394,901,000 |
Restaurant operating costs (excluding depreciation and amortization shown separately below): | ||
Cost of sales | 92,325,000 | 97,950,000 |
Labor | 132,984,000 | 124,356,000 |
Other operating | 49,708,000 | 46,584,000 |
Occupancy | 32,498,000 | 30,147,000 |
Depreciation and amortization | 23,951,000 | 23,003,000 |
Selling, general, and administrative expenses | 47,288,000 | 48,061,000 |
Pre-opening and acquisition costs | 2,372,000 | 955,000 |
Asset impairment | 825,000 | 0 |
Total costs and expenses | 381,951,000 | 371,056,000 |
Income from operations | 20,175,000 | 23,845,000 |
Other expense: | ||
Interest expense, net and other | 1,638,000 | 1,060,000 |
Income before income taxes | 18,537,000 | 22,785,000 |
Provision for income taxes | 4,312,000 | 6,220,000 |
Net income | $ 14,225,000 | $ 16,565,000 |
Earnings per share: | ||
Basic (in dollars per share) | $ 1.04 | $ 1.18 |
Diluted (in dollars per share) | $ 1.03 | $ 1.16 |
Weighted average shares outstanding: | ||
Basic (in shares) | 13,635 | 14,077 |
Diluted (in shares) | 13,783 | 14,275 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) - USD ($) $ in Thousands | 4 Months Ended | |
Apr. 17, 2016 | Apr. 19, 2015 | |
Statement of Comprehensive Income [Abstract] | ||
Net income | $ 14,225 | $ 16,565 |
Changes in derivative instrument: | ||
Net change in fair value of interest rate swap | 0 | (3) |
Net loss reclassified into interest expense | 0 | 23 |
Tax expense | 0 | (8) |
Net change in derivative instrument | 0 | 12 |
Foreign currency translation adjustment | 1,480 | (1,117) |
Other comprehensive income (loss), net of tax | 1,480 | (1,105) |
Total comprehensive income | $ 15,705 | $ 15,460 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 4 Months Ended | |
Apr. 17, 2016 | Apr. 19, 2015 | |
Cash flows from operating activities: | ||
Net income | $ 14,225,000 | $ 16,565,000 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 23,951,000 | 23,003,000 |
Asset impairment | 825,000 | 0 |
Stock-based compensation expense | 2,090,000 | 1,446,000 |
Other, net | (1,201,000) | (2,238,000) |
Changes in operating assets and liabilities, net of business acquisition: | ||
Accounts receivable and other current assets | 14,286,000 | 11,522,000 |
Trade accounts payable and accrued liabilities | 174,000 | (9,045,000) |
Unearned revenue | (12,702,000) | (10,211,000) |
Other operating assets and liabilities, net | 852,000 | 4,949,000 |
Net cash provided by operating activities | 42,500,000 | 35,991,000 |
Cash flows from investing activities: | ||
Purchases of property, equipment, and intangible assets | (52,149,000) | (31,580,000) |
Deposit on equipment purchase | 0 | (5,479,000) |
Acquisition of franchise restaurants, net of cash acquired | (39,984,000) | 0 |
Other investing activities | 0 | (207,000) |
Net cash used in investing activities | (92,133,000) | (37,266,000) |
Cash flows from financing activities: | ||
Borrowings of long-term debt | 137,000,000 | 95,500,000 |
Payments of long-term debt and capital leases | (85,671,000) | (99,199,000) |
Tax benefit from exercise of stock options | 94,000 | 1,193,000 |
Proceeds from exercise of stock options and employee stock purchase plan | 592,000 | 2,947,000 |
Net cash provided by financing activities | 52,015,000 | 441,000 |
Effect of exchange rate changes on cash | 80,000 | (127,000) |
Net change in cash and cash equivalents | 2,462,000 | (961,000) |
Cash and cash equivalents, beginning of period | 22,705,000 | 22,408,000 |
Cash and cash equivalents, end of period | 25,167,000 | 21,447,000 |
Supplemental disclosure of cash flow information | ||
Income taxes paid | 1,046,000 | 1,076,000 |
Interest paid, net of amounts capitalized | 1,484,000 | 1,486,000 |
Change in construction related payables | $ 7,768,000 | $ 1,162,000 |
Basis of Presentation and Recen
Basis of Presentation and Recent Accounting Pronouncements | 4 Months Ended |
Apr. 17, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Recent Accounting Pronouncements | 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 develops, operates, and franchises casual-dining and fast-casual restaurants in North America. As of April 17, 2016 , the Company owned and operated 454 restaurants located in 38 states, the District of Columbia, and two Canadian provinces. The Company also had 86 franchised casual-dining restaurants in 15 states as of April 17, 2016 . The Company operates its business as one operating and one reportable segment. Basis of Presentation The accompanying unaudited 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 and with the instructions to Form 10-Q and Article 10 of Regulation S-X. 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 of Red Robin have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in the Company’s annual consolidated financial statements on Form 10-K have been condensed or omitted. The condensed consolidated balance sheet as of December 27, 2015 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 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 27, 2015 , filed with the SEC on February 19, 2016. The Company’s quarter that ended April 17, 2016 is referred to as first quarter 2016, or the sixteen weeks ended April 17, 2016 ; the quarter ended April 19, 2015 is referred to as first quarter 2015, or the sixteen weeks ended April 19, 2015 . Recently Issued Accounting Standards In March 2016, the Financial Accounting Standards Board (“FASB”) issued guidance on stock-based compensation, which changes the accounting for, and classification of, excess tax benefits and deficiencies, the classification of those excess tax benefits on the statement of cash flows, an accounting policy election for forfeitures, the amount an employer can withhold to cover income taxes and still qualify for equity classification, and the classification of those taxes paid on the statement of cash flows. This guidance is effective for annual and interim reporting periods beginning after December 15, 2016 with early adoption permitted. The guidance will be applied either prospectively, retrospectively, or using a cumulative effect transition method, depending on the area covered in this update. The Company is currently evaluating its expected timing and method of adoption along with the effect this guidance will have on the Company’s consolidated financial statements and related disclosures. In February 2016, the FASB issued new guidance on accounting for leases. This guidance requires the recognition of a liability for lease obligation and a corresponding right-of-use asset on the balance sheet and disclosure of key information about leasing arrangements. This guidance is effective for annual and interim reporting periods beginning after December 15, 2018 using a modified retrospective adoption method. Early adoption is permitted. We are currently evaluating the impact this guidance will have on our consolidated financial statements but expect this adoption will result in a significant increase in the assets and liabilities on our consolidated balance sheet. In May 2014, the FASB issued guidance outlining a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. This guidance requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Additionally, this guidance expands related disclosure requirements. The guidance is effective for reporting periods beginning after December 15, 2017 with early adoption permitted. The new guidance may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. In March 2016, the FASB issued an Accounting Standards Update (“ASU”) that amends the principal versus agent guidance in the new revenue recognition standard. The ASU clarifies that the analysis must focus on whether the entity has control of the good or services before they are transferred to the customer. In addition, in April 2016, the FASB issued an ASU to clarify the guidance on accounting for licenses or intellectual property and identifying performance obligations in the new revenue recognition standard. The ASU clarifies how an entity should evaluate the nature of its promise in grants of a license of intellectual property and when a promised good or service is distinct within the context of a contract. We do not believe the new revenue recognition standard will impact our recognition of food and beverage sales from Company-owned restaurants and our recognition of royalty fees from franchisees. We are continuing to evaluate the impact the adoption of this standard will have on the recognition of other transactions, including the initial franchise fees we recognized when the franchise restaurants opened and franchise contributions to our two national media advertising funds, as well as the expected timing and method of adoption. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 4 Months Ended |
Apr. 17, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets The following table presents goodwill as of April 17, 2016 and December 27, 2015 (in thousands): Balance, December 27, 2015 $ 81,957 Acquisition 14,285 Translation adjustment $ 1,040 Balance, April 17, 2016 $ 97,282 The Company had no goodwill impairment losses in the period presented in the table above or any prior periods. During the first quarter of 2016, the Company acquired 13 restaurants from a franchisee. Refer to Note 5, Acquisition of Red Robin Franchised Restaurants , for details of the acquisition. The following table presents intangible assets as of April 17, 2016 and December 27, 2015 (in thousands): April 17, 2016 December 27, 2015 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Intangible assets subject to amortization: Franchise rights $ 56,521 $ (25,039 ) $ 31,482 $ 50,878 $ (23,904 ) $ 26,974 Favorable leases 13,931 (6,885 ) 7,046 12,991 (6,643 ) 6,348 Liquor licenses 10,193 (9,787 ) 406 10,168 (9,751 ) 417 $ 80,645 $ (41,711 ) $ 38,934 $ 74,037 $ (40,298 ) $ 33,739 Indefinite-lived intangible assets: Liquor licenses and other $ 5,865 $ — $ 5,865 $ 5,834 $ — $ 5,834 Intangible assets, net $ 86,510 $ (41,711 ) $ 44,799 $ 79,871 $ (40,298 ) $ 39,573 There were no impairments to intangible assets during the sixteen weeks ended April 17, 2016 and April 19, 2015 . The aggregate amortization expense related to intangible assets subject to amortization was $1.5 million and $1.3 million for the sixteen weeks ended April 17, 2016 and April 19, 2015 . The estimated aggregate future amortization expense as of April 17, 2016 is as follows, (in thousands): Remainder of 2016 $ 3,276 2017 4,768 2018 4,554 2019 4,473 2020 3,945 Thereafter 17,918 $ 38,934 |
Stock Incentive Plans
Stock Incentive Plans | 4 Months Ended |
Apr. 17, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Incentive Plans | Stock Incentive Plans Under the Company’s Second Amended and Restated 2007 Performance Incentive Plan (the “2007 Stock Plan”), various stock options and stock awards may be granted to employees of the Company and any of the Company’s subsidiaries, directors of the Company, and certain consultants and advisors to the Company or any of its subsidiaries. Stock options are granted with an exercise price equal to the fair market value of shares of the Company’s common stock at the grant date. We account for stock-based compensation in accordance with fair value recognition provisions, calculated using the Black-Scholes option pricing model (the “pricing model”). The weighted-average fair value of non-qualified stock options and the related assumptions used in the pricing model for periods in which options were granted were as follows: Sixteen Weeks Ended April 17, 2016 April 19, 2015 Risk-free interest rate 1.2 % 1.4 % Expected years until exercise 4.7 4.8 Expected stock volatility 39.3 % 40.6 % Dividend yield — % — % Weighted average Black-Scholes fair value per share at date of grant $ 21.93 $ 29.69 The following table presents a summary of the Company’s stock-based compensation activity for the sixteen weeks ended April 17, 2016 (in thousands): Stock Options Restricted Stock Units Outstanding, December 27, 2015 395 75 Granted 125 33 Forfeited/expired (4 ) (1 ) Exercised/vested (7 ) (17 ) Outstanding, April 17, 2016 509 90 We recognized stock-based compensation expense of $2.1 million and $1.4 million for the sixteen weeks ended April 17, 2016 and April 19, 2015 . |
Earnings Per Share
Earnings Per Share | 4 Months Ended |
Apr. 17, 2016 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share Basic earnings per share amounts are calculated by dividing net income by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings 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 earnings per share reflect the potential dilution that could occur if holders of options exercised their options into common stock. During the sixteen weeks ended April 17, 2016 and April 19, 2015 , weighted average stock options outstanding of 193 thousand shares and 38 thousand shares were not included in the computation of diluted earnings per share because to do so would have been anti-dilutive for the periods presented. The Company uses the treasury stock method to calculate the effect of outstanding stock options. The computations for basic and diluted earnings per share are as follows (in thousands, except per share data): Sixteen Weeks Ended April 17, 2016 April 19, 2015 Net income $ 14,225 $ 16,565 Basic weighted average shares outstanding 13,635 14,077 Dilutive effect of stock options and awards 148 198 Diluted weighted average shares outstanding 13,783 14,275 Earnings per share: Basic $ 1.04 $ 1.18 Diluted $ 1.03 $ 1.16 |
Acquisitions of Red Robin Franc
Acquisitions of Red Robin Franchised Restaurants | 4 Months Ended |
Apr. 17, 2016 | |
Business Combinations [Abstract] | |
Acquisitions of Red Robin Franchised Restaurants | Acquisition of Red Robin Franchised Restaurants The Company acquires franchised restaurants from time to time. On March 21, 2016 , the Company acquired 13 restaurants, including real estate at four of the locations, from one of its U.S. franchisees for a purchase price of $40.0 million in cash. The pro forma impact of this acquisition and the operating results of the acquired restaurants are not presented as the impact was not material to reported results. The acquisition was accounted for using the purchase method as defined in ASC 805, Business Combinations . The goodwill arising from the acquisition consists largely of the synergies and economies of scale expected from combining the acquired operations with the Company. The goodwill generated by the acquisition is not amortizable for book purposes but is amortizable and deductible for tax purposes. The Company preliminarily allocated the purchase price to the fair value of the assets acquired and liabilities assumed as follows (in thousands): Fair Value at Acquisition Date Property and equipment 18,831 Intangible assets 6,540 Deferred tax assets 2,935 Deferred tax liabilities (2,791 ) Goodwill 14,285 Other assets and liabilities, net 220 Total purchase price 40,020 Of the $18.8 million in property and equipment, $7.5 million is related to land. Of the $6.5 million of intangible assets, $5.6 million is related to reacquired franchise rights, which will be amortized on a straight-line basis over a weighted average of 15.0 years, and $0.9 million is related to acquired favorable leases. The fair value measurement of tangible and intangible assets and liabilities as of the acquisition date is based on significant inputs not observed in the market and thus represents a level 3 fair value measurement. Following this preliminary valuation, the items with the highest likelihood of changing upon finalization of the valuation process include property and equipment, goodwill, and deferred taxes. |
Restaurant Impairments and Clos
Restaurant Impairments and Closures | 4 Months Ended |
Apr. 17, 2016 | |
Restructuring and Related Activities [Abstract] | |
Restaurant Impairments and Closures | Restaurant Impairments and Closures During the sixteen weeks ended April 17, 2016 , the Company closed one restaurant and classified the property as held for sale. The Company also relocated one restaurant and recognized $0.8 million asset impairment charge due to the relocation. The Company closed one restaurant at the end of its lease term during the sixteen weeks ended April 19, 2015 . No impairments were recorded during the sixteen weeks ended April 19, 2015 . |
Borrowings
Borrowings | 4 Months Ended |
Apr. 17, 2016 | |
Debt Disclosure [Abstract] | |
Borrowings | Borrowings The Company maintains a credit facility (the “Credit Facility”) with a group of lenders which provides for a $325 million revolving line of credit with a sublimit for the issuance of up to $25 million in letters of credit and swingline loans up to $15 million . The Credit Facility also provides a Canadian Dollar borrowing sublimit equivalent to $20 million . On March 11, 2016, the Company entered into an amendment to the Credit Facility to permit sale leaseback transactions under the terms of the Credit Facility up to an aggregate amount of $30 million . The Credit Facility matures on July 2, 2019. As of April 17, 2016 , the Company had outstanding borrowings under the Credit Facility of $253.5 million , in addition to amounts issued under letters of credit of $8.3 million , which reduced the amount available under the credit facility but were not recorded as debt. |
Derivative Financial Instrument
Derivative Financial Instruments | 4 Months Ended |
Apr. 17, 2016 | |
Derivative and Other Comprehensive Income | |
Derivative Financial Instruments | Derivative Financial Instruments The Company had no active derivative financial instrument at April 17, 2016 and December 27, 2015 . The Company had one interest rate swap at April 19, 2015 . The loss on the interest rate swap designated as a cash flow hedge recognized in other comprehensive loss and reclassifications from Accumulated other comprehensive loss to earnings for the sixteen weeks ended April 19, 2015 were immaterial. |
Fair Value Measurements
Fair Value Measurements | 4 Months Ended |
Apr. 17, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 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, and accounts payable 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 as of April 17, 2016 and December 27, 2015 (in thousands): April 17, 2016 Level 1 Level 2 Level 3 Assets: Investments in rabbi trust $ 8,555 $ 8,555 $ — $ — Total assets measured at fair value $ 8,555 $ 8,555 $ — $ — December 27, 2015 Level 1 Level 2 Level 3 Assets: Investments in rabbi trust $ 6,863 $ 6,863 $ — $ — Total assets measured at fair value $ 6,863 $ 6,863 $ — $ — Other than disclosed in Note 5, Acquisition of Red Robin Franchised Restaurants , as of April 17, 2016 and December 27, 2015 , the Company had no financial assets or liabilities that were measured using level 3 inputs. The Company also had no non-financial assets or liabilities that were required to be measured on a recurring basis. Disclosures of Fair Value of Other Assets and Liabilities The Company’s liabilities under its credit facility and capital leases are carried at historical cost in the accompanying condensed consolidated balance sheets. For disclosure purposes, the Company estimated the fair value of the credit facility and capital lease obligations using discounted cash flow analysis based on market rates obtained from independent third parties for similar types of debt. Both the credit facility and the Company’s capital lease obligations are considered to be level 2 instruments. The following table presents the carrying value and estimated fair value of the Company’s credit facility and capital lease obligations as of April 17, 2016 and December 27, 2015 (in thousands): April 17, 2016 December 27, 2015 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Credit facility $ 253,500 $ 253,275 $ 202,000 $ 201,829 Capital lease obligations 7,800 8,865 7,972 9,177 Total $ 261,300 $ 262,140 $ 209,972 $ 211,006 |
Commitments and Contingencies
Commitments and Contingencies | 4 Months Ended |
Apr. 17, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies In the normal course of business, there are various claims in process, matters in litigation, and other contingencies. These include employment-related claims and claims alleging illness, injury, or other food quality, health, or operational issues. Evaluating contingencies related to litigation is a complex process involving subjective judgment 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. While it is not possible to predict the outcome of these claims with certainty, management is of the opinion that adequate provision for potential losses associated with these matters has been made in the financial statements. The Company had $4.0 million and $0.1 million of liability recorded for various legal matters as of April 17, 2016 and December 27, 2015. In the first quarter of 2016, the Company recorded $3.9 million of litigation contingencies for employment-related claims. |
Basis of Presentation and Rec17
Basis of Presentation and Recent Accounting Pronouncements (Policies) | 4 Months Ended |
Apr. 17, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | The accompanying unaudited 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 and with the instructions to Form 10-Q and Article 10 of Regulation S-X. 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 of Red Robin have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in the Company’s annual consolidated financial statements on Form 10-K have been condensed or omitted. The condensed consolidated balance sheet as of December 27, 2015 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 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 27, 2015 , filed with the SEC on February 19, 2016. The Company’s quarter that ended April 17, 2016 is referred to as first quarter 2016, or the sixteen weeks ended April 17, 2016 ; the quarter ended April 19, 2015 is referred to as first quarter 2015, or the sixteen weeks ended April 19, 2015 . |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In March 2016, the Financial Accounting Standards Board (“FASB”) issued guidance on stock-based compensation, which changes the accounting for, and classification of, excess tax benefits and deficiencies, the classification of those excess tax benefits on the statement of cash flows, an accounting policy election for forfeitures, the amount an employer can withhold to cover income taxes and still qualify for equity classification, and the classification of those taxes paid on the statement of cash flows. This guidance is effective for annual and interim reporting periods beginning after December 15, 2016 with early adoption permitted. The guidance will be applied either prospectively, retrospectively, or using a cumulative effect transition method, depending on the area covered in this update. The Company is currently evaluating its expected timing and method of adoption along with the effect this guidance will have on the Company’s consolidated financial statements and related disclosures. In February 2016, the FASB issued new guidance on accounting for leases. This guidance requires the recognition of a liability for lease obligation and a corresponding right-of-use asset on the balance sheet and disclosure of key information about leasing arrangements. This guidance is effective for annual and interim reporting periods beginning after December 15, 2018 using a modified retrospective adoption method. Early adoption is permitted. We are currently evaluating the impact this guidance will have on our consolidated financial statements but expect this adoption will result in a significant increase in the assets and liabilities on our consolidated balance sheet. In May 2014, the FASB issued guidance outlining a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. This guidance requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Additionally, this guidance expands related disclosure requirements. The guidance is effective for reporting periods beginning after December 15, 2017 with early adoption permitted. The new guidance may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. In March 2016, the FASB issued an Accounting Standards Update (“ASU”) that amends the principal versus agent guidance in the new revenue recognition standard. The ASU clarifies that the analysis must focus on whether the entity has control of the good or services before they are transferred to the customer. In addition, in April 2016, the FASB issued an ASU to clarify the guidance on accounting for licenses or intellectual property and identifying performance obligations in the new revenue recognition standard. The ASU clarifies how an entity should evaluate the nature of its promise in grants of a license of intellectual property and when a promised good or service is distinct within the context of a contract. We do not believe the new revenue recognition standard will impact our recognition of food and beverage sales from Company-owned restaurants and our recognition of royalty fees from franchisees. We are continuing to evaluate the impact the adoption of this standard will have on the recognition of other transactions, including the initial franchise fees we recognized when the franchise restaurants opened and franchise contributions to our two national media advertising funds, as well as the expected timing and method of adoption. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 4 Months Ended |
Apr. 17, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of goodwill | The following table presents goodwill as of April 17, 2016 and December 27, 2015 (in thousands): Balance, December 27, 2015 $ 81,957 Acquisition 14,285 Translation adjustment $ 1,040 Balance, April 17, 2016 $ 97,282 |
Schedule of intangible assets subject to amortization | The following table presents intangible assets as of April 17, 2016 and December 27, 2015 (in thousands): April 17, 2016 December 27, 2015 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Intangible assets subject to amortization: Franchise rights $ 56,521 $ (25,039 ) $ 31,482 $ 50,878 $ (23,904 ) $ 26,974 Favorable leases 13,931 (6,885 ) 7,046 12,991 (6,643 ) 6,348 Liquor licenses 10,193 (9,787 ) 406 10,168 (9,751 ) 417 $ 80,645 $ (41,711 ) $ 38,934 $ 74,037 $ (40,298 ) $ 33,739 Indefinite-lived intangible assets: Liquor licenses and other $ 5,865 $ — $ 5,865 $ 5,834 $ — $ 5,834 Intangible assets, net $ 86,510 $ (41,711 ) $ 44,799 $ 79,871 $ (40,298 ) $ 39,573 |
Schedule of intangible assets not subject to amortization | The following table presents intangible assets as of April 17, 2016 and December 27, 2015 (in thousands): April 17, 2016 December 27, 2015 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Intangible assets subject to amortization: Franchise rights $ 56,521 $ (25,039 ) $ 31,482 $ 50,878 $ (23,904 ) $ 26,974 Favorable leases 13,931 (6,885 ) 7,046 12,991 (6,643 ) 6,348 Liquor licenses 10,193 (9,787 ) 406 10,168 (9,751 ) 417 $ 80,645 $ (41,711 ) $ 38,934 $ 74,037 $ (40,298 ) $ 33,739 Indefinite-lived intangible assets: Liquor licenses and other $ 5,865 $ — $ 5,865 $ 5,834 $ — $ 5,834 Intangible assets, net $ 86,510 $ (41,711 ) $ 44,799 $ 79,871 $ (40,298 ) $ 39,573 |
Schedule of estimated aggregate future amortization expense | The estimated aggregate future amortization expense as of April 17, 2016 is as follows, (in thousands): Remainder of 2016 $ 3,276 2017 4,768 2018 4,554 2019 4,473 2020 3,945 Thereafter 17,918 $ 38,934 |
Stock Incentive Plans (Tables)
Stock Incentive Plans (Tables) | 4 Months Ended |
Apr. 17, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of average assumptions used in estimation of fair value of options | The weighted-average fair value of non-qualified stock options and the related assumptions used in the pricing model for periods in which options were granted were as follows: Sixteen Weeks Ended April 17, 2016 April 19, 2015 Risk-free interest rate 1.2 % 1.4 % Expected years until exercise 4.7 4.8 Expected stock volatility 39.3 % 40.6 % Dividend yield — % — % Weighted average Black-Scholes fair value per share at date of grant $ 21.93 $ 29.69 |
Summary of status of the Company's stock option plans | The following table presents a summary of the Company’s stock-based compensation activity for the sixteen weeks ended April 17, 2016 (in thousands): Stock Options Restricted Stock Units Outstanding, December 27, 2015 395 75 Granted 125 33 Forfeited/expired (4 ) (1 ) Exercised/vested (7 ) (17 ) Outstanding, April 17, 2016 509 90 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 4 Months Ended |
Apr. 17, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of computations for basic and diluted earnings per share | The computations for basic and diluted earnings per share are as follows (in thousands, except per share data): Sixteen Weeks Ended April 17, 2016 April 19, 2015 Net income $ 14,225 $ 16,565 Basic weighted average shares outstanding 13,635 14,077 Dilutive effect of stock options and awards 148 198 Diluted weighted average shares outstanding 13,783 14,275 Earnings per share: Basic $ 1.04 $ 1.18 Diluted $ 1.03 $ 1.16 |
Acquisition of Red Robin Franch
Acquisition of Red Robin Franchised Restaurants (Tables) | 4 Months Ended |
Apr. 17, 2016 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions | The Company preliminarily allocated the purchase price to the fair value of the assets acquired and liabilities assumed as follows (in thousands): Fair Value at Acquisition Date Property and equipment 18,831 Intangible assets 6,540 Deferred tax assets 2,935 Deferred tax liabilities (2,791 ) Goodwill 14,285 Other assets and liabilities, net 220 Total purchase price 40,020 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 4 Months Ended |
Apr. 17, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value assets measured on recurring basis | The following tables present the Company’s assets measured at fair value on a recurring basis as of April 17, 2016 and December 27, 2015 (in thousands): April 17, 2016 Level 1 Level 2 Level 3 Assets: Investments in rabbi trust $ 8,555 $ 8,555 $ — $ — Total assets measured at fair value $ 8,555 $ 8,555 $ — $ — December 27, 2015 Level 1 Level 2 Level 3 Assets: Investments in rabbi trust $ 6,863 $ 6,863 $ — $ — Total assets measured at fair value $ 6,863 $ 6,863 $ — $ — |
Schedule of fair value liabilities measured on recurring basis | The following tables present the Company’s assets measured at fair value on a recurring basis as of April 17, 2016 and December 27, 2015 (in thousands): April 17, 2016 Level 1 Level 2 Level 3 Assets: Investments in rabbi trust $ 8,555 $ 8,555 $ — $ — Total assets measured at fair value $ 8,555 $ 8,555 $ — $ — December 27, 2015 Level 1 Level 2 Level 3 Assets: Investments in rabbi trust $ 6,863 $ 6,863 $ — $ — Total assets measured at fair value $ 6,863 $ 6,863 $ — $ — |
Summary of fair value of debt | The following table presents the carrying value and estimated fair value of the Company’s credit facility and capital lease obligations as of April 17, 2016 and December 27, 2015 (in thousands): April 17, 2016 December 27, 2015 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Credit facility $ 253,500 $ 253,275 $ 202,000 $ 201,829 Capital lease obligations 7,800 8,865 7,972 9,177 Total $ 261,300 $ 262,140 $ 209,972 $ 211,006 |
Basis of Presentation and Rec23
Basis of Presentation and Recent Accounting Pronouncements (Details) | 4 Months Ended |
Apr. 17, 2016stateprovincerestaurantsegment | |
Franchisor Disclosure [Line Items] | |
Number of operating segments | segment | 1 |
Number of reportable segments | segment | 1 |
Company-owned operated restaurants | |
Franchisor Disclosure [Line Items] | |
Number of restaurants | restaurant | 454 |
Number of states in which restaurants are located | state | 38 |
Number of Canadian provinces in which restaurants are located | province | 2 |
Franchised restaurants | |
Franchisor Disclosure [Line Items] | |
Number of restaurants | restaurant | 86 |
Number of states in which restaurants are located | state | 15 |
Goodwill and Intangible Asset24
Goodwill and Intangible Assets (Details) | 4 Months Ended | |||
Apr. 17, 2016USD ($) | Apr. 19, 2015USD ($) | Mar. 21, 2016restaurant | Dec. 27, 2015USD ($) | |
Goodwill | ||||
Balance, December 27, 2015 | $ 81,957,000 | |||
Acquisition | 14,285,000 | |||
Translation adjustment | 1,040,000 | |||
Balance, April 17, 2016 | 97,282,000 | |||
Impairment to intangible assets | 0 | $ 0 | ||
Intangible Assets | ||||
Gross Carrying Amount | 80,645,000 | $ 74,037,000 | ||
Accumulated Amortization | (41,711,000) | (40,298,000) | ||
Net Carrying Amount | 38,934,000 | 33,739,000 | ||
Intangible assets, Gross Carrying Amount | 86,510,000 | 79,871,000 | ||
Intangible assets, Accumulated Amortization | (41,711,000) | (40,298,000) | ||
Intangible assets, Net Carrying Amount | 44,799,000 | 39,573,000 | ||
Aggregate amortization expense | 1,500,000 | $ 1,300,000 | ||
Liquor licenses and other | ||||
Intangible Assets | ||||
Gross Carrying Amount, Indefinite-lived intangible assets | 5,865,000 | 5,834,000 | ||
Accumulated Amortization, Indefinite-lived intangible assets | 0 | 0 | ||
Net Carrying Amount, Indefinite-lived intangible assets | 5,865,000 | 5,834,000 | ||
Franchise rights | ||||
Intangible Assets | ||||
Gross Carrying Amount | 56,521,000 | 50,878,000 | ||
Accumulated Amortization | (25,039,000) | (23,904,000) | ||
Net Carrying Amount | 31,482,000 | 26,974,000 | ||
Favorable leases | ||||
Intangible Assets | ||||
Gross Carrying Amount | 13,931,000 | 12,991,000 | ||
Accumulated Amortization | (6,885,000) | (6,643,000) | ||
Net Carrying Amount | 7,046,000 | 6,348,000 | ||
Liquor licenses and other | ||||
Intangible Assets | ||||
Gross Carrying Amount | 10,193,000 | 10,168,000 | ||
Accumulated Amortization | (9,787,000) | (9,751,000) | ||
Net Carrying Amount | $ 406,000 | $ 417,000 | ||
Acquisition of franchisee restaurants | ||||
Goodwill | ||||
Number of restaurants acquired from franchisees | restaurant | 13 |
Goodwill and Intangible Asset25
Goodwill and Intangible Assets (Details 1) - USD ($) $ in Thousands | Apr. 17, 2016 | Dec. 27, 2015 |
Estimated aggregate future amortization expense | ||
Remainder of 2016 | $ 3,276 | |
2,017 | 4,768 | |
2,018 | 4,554 | |
2,019 | 4,473 | |
2,020 | 3,945 | |
Thereafter | 17,918 | |
Net Carrying Amount | $ 38,934 | $ 33,739 |
Stock Incentive Plans (Details)
Stock Incentive Plans (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 4 Months Ended | |
Apr. 17, 2016 | Apr. 19, 2015 | |
Stock-based compensation expense recognized | ||
Stock-based compensation expense | $ 2.1 | $ 1.4 |
Stock Options | ||
Weighted average assumptions used in estimation of fair value of options | ||
Risk-free interest rate (as a percent) | 1.20% | 1.40% |
Expected years until exercise | 4 years 8 months 12 days | 4 years 9 months 18 days |
Expected stock volatility (as a percent) | 39.30% | 40.60% |
Dividend yield (as a percent) | 0.00% | 0.00% |
Weighted average Black-Scholes fair value per share at date of grant (in dollars per share) | $ 21.93 | $ 29.69 |
Stock Options | ||
Outstanding, Beginning of period (in shares) | 395 | |
Granted (in shares) | 125 | |
Forfeited/expired (in shares) | (4) | |
Exercised/vested (in shares) | (7) | |
Outstanding, End of period (in shares) | 509 | |
Restricted Stock Units | ||
Restricted Stock Units | ||
Outstanding, Beginning of period (in shares) | 75 | |
Granted (in shares) | 33 | |
Forfeited/expired (in shares) | (1) | |
Exercised/vested (in shares) | (17) | |
Outstanding, End of period (in shares) | 90 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 4 Months Ended | |
Apr. 17, 2016 | Apr. 19, 2015 | |
Earnings Per Share [Abstract] | ||
Weighted average stock options outstanding (in shares) | 193 | 38 |
Earnings Per Share Reconciliation [Abstract] | ||
Net income | $ 14,225 | $ 16,565 |
Basic weighted average shares outstanding (in shares) | 13,635 | 14,077 |
Dilutive effect of stock options and awards (in shares) | 148 | 198 |
Diluted weighted average shares outstanding (in shares) | 13,783 | 14,275 |
Basic (in dollars per share) | $ 1.04 | $ 1.18 |
Diluted (in dollars per share) | $ 1.03 | $ 1.16 |
Acquisitions of Red Robin Fra28
Acquisitions of Red Robin Franchised Restaurants (Details) $ in Thousands | Mar. 21, 2016USD ($)locationrestaurantfranchisee | Apr. 17, 2016USD ($) | Dec. 27, 2015USD ($) |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||
Goodwill | $ 97,282 | $ 81,957 | |
Acquisition of franchisee restaurants | |||
Business Acquisition [Line Items] | |||
Number of restaurants acquired from franchisees | restaurant | 13 | ||
Number of locations real estate was acquired | location | 4 | ||
Number of franchisees | franchisee | 1 | ||
Purchase price, cash | $ 40,000 | ||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||
Property and equipment | 18,831 | ||
Intangible assets | 6,540 | ||
Deferred tax assets | 2,935 | ||
Deferred tax liabilities | (2,791) | ||
Goodwill | 14,285 | ||
Other assets and liabilities, net | 220 | ||
Total purchase price | 40,020 | ||
Land | 7,500 | ||
Franchise rights | Acquisition of franchisee restaurants | |||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||
Acquired intangible assets | $ 5,600 | ||
Acquired intangible assets, useful life | 15 years | ||
Favorable lease | Acquisition of franchisee restaurants | |||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||
Acquired intangible assets | $ 900 |
Restaurant Impairments and Cl29
Restaurant Impairments and Closures (Details) | 4 Months Ended | |
Apr. 17, 2016USD ($)restaurant | Apr. 19, 2015USD ($)restaurant | |
Restructuring and Related Activities [Abstract] | ||
Number of restaurants closed | 1 | 1 |
Number of restaurants relocated | 1 | |
Asset impairment | $ | $ 825,000 | $ 0 |
Borrowings (Details)
Borrowings (Details) - Credit Facility - Line of credit - USD ($) | Apr. 17, 2016 | Mar. 11, 2016 |
Borrowings | ||
Amounts outstanding | $ 253,500,000 | |
Revolving line of credit | ||
Borrowings | ||
Maximum borrowing capacity | 325,000,000 | |
Letter of credit | ||
Borrowings | ||
Maximum borrowing capacity | 25,000,000 | |
Amounts outstanding | 8,300,000 | |
Swingline loans | ||
Borrowings | ||
Maximum borrowing capacity | 15,000,000 | |
Canadian dollar borrowing equivalent | ||
Borrowings | ||
Maximum borrowing capacity | $ 20,000,000 | |
Sale leaseback | ||
Borrowings | ||
Maximum borrowing capacity | $ 30,000,000 |
Derivative Financial Instrume31
Derivative Financial Instruments (Details) | Apr. 19, 2015interest_rate_swap |
Derivative and Other Comprehensive Income | |
Number of derivative instruments held | 1 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Recurring - USD ($) $ in Thousands | Apr. 17, 2016 | Dec. 27, 2015 |
Assets: | ||
Investments in rabbi trust | $ 8,555 | $ 6,863 |
Total assets measured at fair value | 8,555 | 6,863 |
Level 1 | ||
Assets: | ||
Investments in rabbi trust | 8,555 | 6,863 |
Total assets measured at fair value | 8,555 | 6,863 |
Level 2 | ||
Assets: | ||
Investments in rabbi trust | 0 | 0 |
Total assets measured at fair value | 0 | 0 |
Level 3 | ||
Assets: | ||
Investments in rabbi trust | 0 | 0 |
Total assets measured at fair value | $ 0 | $ 0 |
Fair Value Measurements (Deta33
Fair Value Measurements (Details 1) - USD ($) $ in Thousands | Apr. 17, 2016 | Dec. 27, 2015 |
Carrying value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Credit facility | $ 253,500 | $ 202,000 |
Capital lease obligations | 7,800 | 7,972 |
Total | 261,300 | 209,972 |
Estimated Fair Value | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Credit facility | 253,275 | 201,829 |
Capital lease obligations | 8,865 | 9,177 |
Total | $ 262,140 | $ 211,006 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Millions | 4 Months Ended | |
Apr. 17, 2016 | Dec. 27, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Liability for various legal matters | $ 4 | $ 0.1 |
Compensation-related Claims | ||
Loss Contingencies [Line Items] | ||
Loss contingencies recorded during period | $ 3.9 |