Red Robin Gourmet Burgers, Inc. (NASDAQ:RRGB) Q3 2021 Earnings Conference Call November 10, 2021 5:00 PM ET Company Participants Paul Murphy – Chief Executive Officer Lynn Schweinfurth – Chief Financial Officer Conference Call Participants Alex Slagle – Jefferies Brian Vaccaro – Raymond James Operator Good afternoon, everyone, and welcome to the Red Robin Gourmet Burgers, Incorporated Third Quarter 2021 Earnings Call. Please note that today’s call is being recorded. During today’s conference call, managemen ...

PART I - FINANCIAL INFORMATION [ITEM 1. Financial Statements (unaudited)](index=3&type=section&id=ITEM%201.%20Financial%20Statements%20(unaudited)) This section presents the unaudited condensed consolidated financial statements, including balance sheets, statements of operations and comprehensive loss, statements of stockholders' equity, and statements of cash flows, along with their accompanying notes, for Red Robin Gourmet Burgers, Inc. for the periods ended October 3, 2021, and December 27, 2020 [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The balance sheet shows a decrease in total assets and total liabilities from December 27, 2020, to October 3, 2021, with a corresponding decrease in total stockholders' equity | (in thousands) | October 3, 2021 | December 27, 2020 | | :-------------------------------- | :-------------- | :---------------- | | **Assets:** | | | | Total current assets | $82,069 | $86,908 | | Property and equipment, net | $388,881 | $427,033 | | Total assets | $921,724 | $974,739 | | **Liabilities:** | | | | Total current liabilities | $211,640 | $202,554 | | Long-term debt | $147,471 | $160,952 | | Total liabilities | $825,559 | $854,026 | | **Stockholders' Equity:** | | | | Total stockholders' equity | $96,165 | $120,713 | [Condensed Consolidated Statements of Operations and Comprehensive Loss](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) The company reported a net loss for both the twelve and forty weeks ended October 3, 2021, which, while still a loss, significantly improved compared to the same periods in 2020 | (in thousands, except per share) | Twelve Weeks Ended Oct 3, 2021 | Twelve Weeks Ended Oct 4, 2020 | Forty Weeks Ended Oct 3, 2021 | Forty Weeks Ended Oct 4, 2020 | | :------------------------------- | :----------------------------- | :----------------------------- | :---------------------------- | :---------------------------- | | Total revenues | $275,444 | $200,478 | $878,694 | $667,665 | | Loss from operations | $(12,136) | $(24,595) | $(19,031) | $(233,406) | | Net loss | $(14,980) | $(6,179) | $(28,689) | $(236,738) | | Basic loss per share | $(0.95) | $(0.40) | $(1.83) | $(16.98) | | Diluted loss per share | $(0.95) | $(0.40) | $(1.83) | $(16.98) | [Condensed Consolidated Statements of Stockholders' Equity](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders'%20Equity) Stockholders' equity decreased from $120.7 million at December 27, 2020, to $96.2 million at October 3, 2021, primarily due to net losses incurred during the period | (in thousands) | Balance, Dec 27, 2020 | Balance, Oct 3, 2021 | | :-------------------------------- | :-------------------- | :------------------- | | Common Stock (Amount) | $20 | $20 | | Treasury Stock (Amount) | $(199,908) | $(192,819) | | Paid-in Capital | $243,407 | $240,445 | | Accumulated Other Comprehensive Income (Loss), net of tax | $(4) | $10 | | Retained Earnings | $77,198 | $48,509 | | Total Stockholders' Equity | $120,713 | $96,165 | - Net loss for the forty weeks ended October 3, 2021, was **$(28,689) thousand**, contributing to the decrease in retained earnings[15](index=15&type=chunk)[18](index=18&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the forty weeks ended October 3, 2021, the company generated positive cash flow from operating activities, a significant improvement from the prior year | (in thousands) | Forty Weeks Ended Oct 3, 2021 | Forty Weeks Ended Oct 4, 2020 | | :--------------------------------------- | :---------------------------- | :---------------------------- | | Net cash provided by (used in) operating activities | $37,617 | $(22,401) | | Net cash used in investing activities | $(19,967) | $(14,131) | | Net cash (used in) provided by financing activities | $(16,037) | $34,020 | | Net change in cash and cash equivalents | $1,641 | $(2,678) | | Cash and cash equivalents, end of period | $17,757 | $27,367 | [Notes to Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) These notes provide detailed information on the basis of financial statement presentation, revenue recognition, lease accounting, loss per share calculations, other charges, borrowings, fair value measurements, and commitments and contingencies, offering context to the condensed financial statements [1. Basis of Presentation and Recent Accounting Pronouncements](index=8&type=section&id=1.%20Basis%20of%20Presentation%20and%20Recent%20Accounting%20Pronouncements) This section outlines that the financial statements are prepared in accordance with GAAP for interim information, are unaudited, and include normal recurring adjustments - The financial statements are prepared in accordance with **GAAP** for interim financial information and include normal recurring adjustments[26](index=26&type=chunk) - Certain amounts in the October 4, 2020 Condensed Consolidated Statement of Cash Flows and Statements of Operations and Comprehensive Loss were reclassified for conformity and improved comparability, with no effect on cash flows, total costs and expenses, loss from operations, or net loss[29](index=29&type=chunk)[30](index=30&type=chunk) - The company is evaluating the impact of **FASB Update 2020-04, Reference Rate Reform (Topic 848)**, which provides temporary optional expedients for contracts referencing LIBOR[31](index=31&type=chunk) [2. Revenue](index=9&type=section&id=2.%20Revenue) Revenue is disaggregated by type, showing significant increases in both restaurant and franchise revenue for the twelve and forty weeks ended October 3, 2021, compared to the prior year | (in thousands) | Twelve Weeks Ended Oct 3, 2021 | Twelve Weeks Ended Oct 4, 2020 | Forty Weeks Ended Oct 3, 2021 | Forty Weeks Ended Oct 4, 2020 | | :------------------- | :----------------------------- | :----------------------------- | :---------------------------- | :---------------------------- | | Restaurant revenue | $270,202 | $197,009 | $861,036 | $658,587 | | Franchise revenue | $4,303 | $2,584 | $13,123 | $5,861 | | Gift card breakage | $438 | $523 | $3,231 | $2,329 | | Other revenue | $501 | $362 | $1,304 | $888 | | Total revenues | $275,444 | $200,478 | $878,694 | $667,665 | | (in thousands) | October 3, 2021 | December 27, 2020 | | :----------------------- | :-------------- | :---------------- | | Unearned gift card revenue | $29,599 | $38,309 | | Deferred loyalty revenue | $13,022 | $11,829 | [3. Leases](index=9&type=section&id=3.%20Leases) The company's lease liabilities and right-of-use assets are primarily operating leases, with total lease liabilities decreasing slightly from December 27, 2020, to October 3, 2021 | (in thousands) | October 3, 2021 | December 27, 2020 | | :-------------------------------- | :-------------- | :---------------- | | Right of use assets, net | $419,788 | $425,573 | | Current portion of lease obligations | $49,894 | $55,275 | | Long-term portion of lease obligations | $450,673 | $465,233 | | Total lease liabilities (carrying value) | $500,567 | $520,508 | | (in thousands) | Twelve Weeks Ended Oct 3, 2021 | Twelve Weeks Ended Oct 4, 2020 | Forty Weeks Ended Oct 3, 2021 | Forty Weeks Ended Oct 4, 2020 | | :----------------------------- | :----------------------------- | :----------------------------- | :---------------------------- | :---------------------------- | | Operating lease cost | $16,061 | $14,992 | $53,765 | $51,931 | | Total finance lease cost | $328 | $377 | $1,064 | $1,027 | | Variable lease cost | $4,496 | $5,902 | $15,271 | $19,207 | | Total lease expense | $20,885 | $21,271 | $70,100 | $72,165 | - The weighted average remaining lease term for operating leases was **9.9 years** with a weighted average discount rate of **7.01%** as of October 3, 2021[37](index=37&type=chunk) [4. Loss Per Share](index=11&type=section&id=4.%20Loss%20Per%20Share) Basic and diluted loss per share are calculated based on net loss and weighted-average shares outstanding, with all potentially dilutive common shares considered anti-dilutive due to the net loss position | (in thousands) | Twelve Weeks Ended Oct 3, 2021 | Twelve Weeks Ended Oct 4, 2020 | Forty Weeks Ended Oct 3, 2021 | Forty Weeks Ended Oct 4, 2020 | | :----------------------------------- | :----------------------------- | :----------------------------- | :---------------------------- | :---------------------------- | | Basic weighted average shares outstanding | 15,709 | 15,540 | 15,647 | 13,945 | | Diluted weighted average shares outstanding | 15,709 | 15,540 | 15,647 | 13,945 | | Awards excluded due to anti-dilutive effect | 545 | 895 | 390 | 480 | [5. Other Charges](index=12&type=section&id=5.%20Other%20Charges) Other charges significantly decreased for both the twelve and forty weeks ended October 3, 2021, compared to the prior year, primarily due to a substantial reduction in goodwill impairment and asset impairment charges | (in thousands) | Twelve Weeks Ended Oct 3, 2021 | Twelve Weeks Ended Oct 4, 2020 | Forty Weeks Ended Oct 3, 2021 | Forty Weeks Ended Oct 4, 2020 | | :-------------------------- | :----------------------------- | :----------------------------- | :---------------------------- | :---------------------------- | | Restaurant closure costs | $1,102 | $3,982 | $5,301 | $12,990 | | Asset impairment | $— | $— | $1,357 | $20,779 | | Litigation contingencies | $160 | $— | $1,330 | $4,500 | | COVID-19 related costs | $299 | $430 | $1,112 | $1,279 | | Goodwill impairment | $— | $— | $— | $95,414 | | Total other charges | $1,561 | $4,416 | $9,228 | $138,296 | - Goodwill impairment of **$95.4 million** was recognized in the forty weeks ended October 4, 2020, with no such charge in 2021[40](index=40&type=chunk)[43](index=43&type=chunk) [6. Borrowings](index=12&type=section&id=6.%20Borrowings) Total debt decreased from December 27, 2020, to October 3, 2021, and the company amended its Credit Facility on November 9, 2021, to gain additional flexibility, anticipating a refinancing in 2022 | (in thousands) | October 3, 2021 | December 27, 2020 | | :------------------------------------------ | :-------------- | :---------------- | | Revolving credit facility, term loan, and other long-term debt | $157,163 | $170,644 | | Weighted Average Interest Rate | 6.80% | 4.50% | | Long-term debt | $147,471 | $160,952 | | Unamortized debt issuance costs | $2.0 million | $3.3 million | - The **Third Amendment** to the Credit Agreement waives the lease adjusted leverage ratio covenant for Q3 2021, increases maximum leverage for Q4 2021 and Q1-Q3 2022, decreases minimum fixed charge coverage ratio for Q1 2022, and increases pricing under the Credit Facility[47](index=47&type=chunk)[48](index=48&type=chunk) - The company anticipates refinancing its Credit Facility in **2022**[47](index=47&type=chunk) [7. Fair Value Measurements](index=14&type=section&id=7.%20Fair%20Value%20Measurements) The company measures certain assets, primarily investments in rabbi trust, at fair value on a recurring basis using Level 1 inputs, while non-financial assets are measured on a nonrecurring basis if impaired, using Level 3 inputs | (in thousands) | October 3, 2021 | December 27, 2020 | | :------------------------ | :-------------- | :---------------- | | Investments in rabbi trust | $5,999 | $6,740 | - The carrying value of the Credit Facility approximated fair value as of October 3, 2021. As of December 27, 2020, the carrying value was **$169.8 million** and fair value was **$172.6 million**[54](index=54&type=chunk) [8. Commitments and Contingencies](index=14&type=section&id=8.%20Commitments%20and%20Contingencies) The company is involved in various claims and litigation, for which management believes adequate provision has been made, and the ultimate resolution will not materially adversely affect financial position or results of operations - Management believes adequate provision for potential losses from claims and litigation has been made and that ultimate resolution will not materially adversely affect financial position or results of operations[55](index=55&type=chunk) [ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=15&type=section&id=ITEM%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides a narrative analysis of Red Robin's financial performance and condition, highlighting the impact of the COVID-19 pandemic, operational strategies, and detailed breakdowns of revenues, costs, and liquidity for the twelve and forty weeks ended October 3, 2021 [Overview](index=15&type=section&id=Overview) Red Robin operates and franchises full-service restaurants across North America, facing significant challenges from the COVID-19 pandemic, including labor and supply chain disruptions and inflationary costs - Red Robin operates **430 company-owned** and **101 franchised** full-service restaurants in North America as of October 3, 2021[58](index=58&type=chunk) - The **COVID-19 pandemic** continues to create challenges including government restrictions, changing consumer behavior, labor and supply chain issues, and widespread inflationary costs[59](index=59&type=chunk) - The company is addressing challenges through its **Total Guest Experience (TGX) hospitality model**, off-premises enhancements, management labor model, and technology-enhanced hiring processes, improved wage policies, and national hiring days to combat staffing shortages[60](index=60&type=chunk)[61](index=61&type=chunk) [Financial and Operational Highlights](index=16&type=section&id=Financial%20and%20Operational%20Highlights) The company experienced significant restaurant revenue growth for both the twelve and forty weeks ended October 3, 2021, compared to the prior year, driven by comparable restaurant revenue increases | (millions) | Twelve Weeks Ended Oct 3, 2021 | Twelve Weeks Ended Oct 4, 2020 | Forty Weeks Ended Oct 3, 2021 | Forty Weeks Ended Oct 4, 2020 | | :-------------------------------- | :----------------------------- | :----------------------------- | :---------------------------- | :---------------------------- | | Restaurant Revenue | $270.2 | $197.0 | $861.0 | $658.6 | | Increase in comparable restaurant revenue | $67.0 | N/A | $200.6 | N/A | | Total increase in Restaurant Revenue | $73.2 | N/A | $202.4 | N/A | | (Percentage of Restaurant Revenue) | Twelve Weeks Ended Oct 3, 2021 | Twelve Weeks Ended Oct 4, 2020 | Forty Weeks Ended Oct 3, 2021 | Forty Weeks Ended Oct 4, 2020 | | :--------------------------------- | :----------------------------- | :----------------------------- | :---------------------------- | :---------------------------- | | Cost of sales | 23.2% | 23.4% | 22.5% | 23.6% | | Labor | 36.9% | 37.7% | 36.0% | 38.8% | | Other operating | 19.0% | 19.1% | 18.1% | 18.9% | | Occupancy | 8.3% | 11.2% | 8.6% | 11.6% | | Total restaurant operating costs | 87.5% | 91.4% | 85.3% | 92.9% | | (per share) | Twelve Weeks Ended Oct 3, 2021 | Twelve Weeks Ended Oct 4, 2020 | Forty Weeks Ended Oct 3, 2021 | Forty Weeks Ended Oct 4, 2020 | | :-------------------------- | :----------------------------- | :----------------------------- | :---------------------------- | :---------------------------- | | Net loss as reported | $(0.95) | $(0.40) | $(1.83) | $(16.98) | | Adjusted loss per share - diluted | $(0.88) | $(0.19) | $(1.40) | $(9.64) | | Restaurant Units | October 3, 2021 | October 4, 2020 | | :----------------- | :-------------- | :-------------- | | Company-owned | 430 | 444 | | Franchised | 101 | 103 | | Total restaurants | 531 | 547 | [Results of Operations](index=19&type=section&id=Results%20of%20Operations) This section provides a detailed breakdown of the company's revenues and various cost components, analyzing changes and their drivers for the twelve and forty-week periods ended October 3, 2021, compared to the prior year and pre-COVID-19 levels [Revenues](index=20&type=section&id=Revenues) Total revenues increased significantly, driven by a 37.2% increase in restaurant revenue for the twelve weeks and 30.7% for the forty weeks, primarily due to higher comparable restaurant revenue from increased Guest counts and average Guest checks | (in thousands) | Twelve Weeks Ended Oct 3, 2021 | Twelve Weeks Ended Oct 4, 2020 | Percent Change | Forty Weeks Ended Oct 3, 2021 | Forty Weeks Ended Oct 4, 2020 | Percent Change | | :-------------------------------- | :----------------------------- | :----------------------------- | :------------- | :---------------------------- | :---------------------------- | :------------- | | Restaurant revenue | $270,202 | $197,009 | 37.2% | $861,036 | $658,587 | 30.7% | | Franchise royalties, fees and other revenue | $5,242 | $3,469 | 51.1% | $17,658 | $9,078 | 94.5% | | Total revenues | $275,444 | $200,478 | 37.4% | $878,694 | $667,665 | 31.6% | - Comparable restaurant revenue increased by **34.3%** for the twelve weeks and **31.5%** for the forty weeks, driven by a **22.5%** (12 weeks) / **21.1%** (40 weeks) increase in Guest count and an **11.8%** (12 weeks) / **10.5%** (40 weeks) increase in average Guest check[73](index=73&type=chunk)[74](index=74&type=chunk) - Off-premises sales comprised **30.8%** of total food and beverage sales during Q3 2021, down from **40.7%** in Q3 2020[73](index=73&type=chunk) [Cost of Sales](index=21&type=section&id=Cost%20of%20Sales) Cost of sales as a percentage of restaurant revenue decreased by 20 basis points for the twelve weeks and 110 basis points for the forty weeks ended October 3, 2021, primarily due to pricing, favorable mix shifts, lower waste, and higher rebates, partially offset by commodity inflation | (in thousands, except percentages) | Twelve Weeks Ended Oct 3, 2021 | Twelve Weeks Ended Oct 4, 2020 | Percent Change | Forty Weeks Ended Oct 3, 2021 | Forty Weeks Ended Oct 4, 2020 | Percent Change | | :--------------------------------- | :----------------------------- | :----------------------------- | :------------- | :---------------------------- | :---------------------------- | :------------- | | Cost of sales | $62,671 | $46,037 | 36.1% | $193,754 | $155,243 | 24.8% | | As a percent of restaurant revenue | 23.2% | 23.4% | (0.2)% | 22.5% | 23.6% | (1.1)% | - The decrease in cost of sales as a percentage of restaurant revenue was driven by pricing, favorable mix shifts, lower waste, and higher rebates, partially offset by commodity inflation[79](index=79&type=chunk)[80](index=80&type=chunk) [Labor](index=21&type=section&id=Labor) Labor costs as a percentage of restaurant revenue decreased by 80 basis points for the twelve weeks and 280 basis points for the forty weeks ended October 3, 2021, primarily due to industry staffing shortages and sales leverage, partially offset by higher wage rates and increased restaurant management compensation | (in thousands, except percentages) | Twelve Weeks Ended Oct 3, 2021 | Twelve Weeks Ended Oct 4, 2020 | Percent Change | Forty Weeks Ended Oct 3, 2021 | Forty Weeks Ended Oct 4, 2020 | Percent Change | | :--------------------------------- | :----------------------------- | :----------------------------- | :------------- | :---------------------------- | :---------------------------- | :------------- | | Labor | $99,725 | $74,344 | 34.1% | $310,333 | $255,652 | 21.4% | | As a percent of restaurant revenue | 36.9% | 37.7% | (0.8)% | 36.0% | 38.8% | (2.8)% | - Transitory labor and other operating costs of **$3.1 million** were incurred due to staffing challenges, including hiring and training, outsourced janitorial, one-time bonuses, and overtime pay[82](index=82&type=chunk) [Other Operating](index=21&type=section&id=Other%20Operating) Other operating costs as a percentage of restaurant revenue decreased by 10 basis points for the twelve weeks and 80 basis points for the forty weeks ended October 3, 2021, mainly driven by sales leverage, lower utilities, and reduced supplies due to a lower off-premises sales mix | (in thousands, except percentages) | Twelve Weeks Ended Oct 3, 2021 | Twelve Weeks Ended Oct 4, 2020 | Percent Change | Forty Weeks Ended Oct 3, 2021 | Forty Weeks Ended Oct 4, 2020 | Percent Change | | :--------------------------------- | :----------------------------- | :----------------------------- | :------------- | :---------------------------- | :---------------------------- | :------------- | | Other operating | $51,462 | $37,631 | 36.8% | $156,102 | $124,585 | 25.3% | | As a percent of restaurant revenue | 19.0% | 19.1% | (0.1)% | 18.1% | 18.9% | (0.8)% | [Occupancy](index=22&type=section&id=Occupancy) Occupancy costs as a percentage of restaurant revenue decreased by 290 basis points for the twelve weeks and 300 basis points for the forty weeks ended October 3, 2021, primarily due to sales leverage and restructured leases | (in thousands, except percentages) | Twelve Weeks Ended Oct 3, 2021 | Twelve Weeks Ended Oct 4, 2020 | Percent Change | Forty Weeks Ended Oct 3, 2021 | Forty Weeks Ended Oct 4, 2020 | Percent Change | | :--------------------------------- | :----------------------------- | :----------------------------- | :------------- | :---------------------------- | :---------------------------- | :------------- | | Occupancy | $22,519 | $22,099 | 1.9% | $74,233 | $76,514 | (3.0)% | | As a percent of restaurant revenue | 8.3% | 11.2% | (2.9)% | 8.6% | 11.6% | (3.0)% | - Fixed rents increased by **$1.1 million** for the twelve weeks and **$1.8 million** for the forty weeks, mainly due to recognizing ongoing fixed rents of temporarily closed restaurants in Occupancy in 2021, which were previously in Other Charges in 2020[89](index=89&type=chunk)[90](index=90&type=chunk) [Depreciation and Amortization](index=22&type=section&id=Depreciation%20and%20Amortization) Depreciation and amortization expense as a percentage of total revenues decreased by 270 basis points for the twelve weeks and 290 basis points for the forty weeks ended October 3, 2021, primarily due to net closed company-owned restaurants and sales leverage | (in thousands, except percentages) | Twelve Weeks Ended Oct 3, 2021 | Twelve Weeks Ended Oct 4, 2020 | Percent Change | Forty Weeks Ended Oct 3, 2021 | Forty Weeks Ended Oct 4, 2020 | Percent Change | | :--------------------------------- | :----------------------------- | :----------------------------- | :------------- | :---------------------------- | :---------------------------- | :------------- | | Depreciation and amortization | $18,881 | $19,173 | (1.5)% | $63,984 | $68,053 | (6.0)% | | As a percent of total revenues | 6.9% | 9.6% | (2.7)% | 7.3% | 10.2% | (2.9)% | [General and Administrative Expenses](index=22&type=section&id=General%20and%20Administrative%20Expenses) General and administrative expenses increased by $2.5 million (16.5%) for the twelve weeks and $1.6 million (2.9%) for the forty weeks ended October 3, 2021, mainly driven by merit increases, lapping temporary salary reductions in 2020, increased travel costs, and higher professional services spend | (in thousands, except percentages) | Twelve Weeks Ended Oct 3, 2021 | Twelve Weeks Ended Oct 4, 2020 | Percent Change | Forty Weeks Ended Oct 3, 2021 | Forty Weeks Ended Oct 4, 2020 | Percent Change | | :--------------------------------- | :----------------------------- | :----------------------------- | :------------- | :---------------------------- | :---------------------------- | :------------- | | General and administrative expenses | $17,691 | $15,190 | 16.5% | $57,664 | $56,054 | 2.9% | | As a percent of total revenues | 6.4% | 7.6% | (1.2)% | 6.6% | 8.4% | (1.8)% | [Selling Expenses](index=23&type=section&id=Selling%20Expenses) Selling expenses increased significantly by $6.6 million for the twelve weeks and $5.2 million (19.7%) for the forty weeks ended October 3, 2021, as the company returned marketing spend closer to normalized levels | (in thousands, except percentages) | Twelve Weeks Ended Oct 3, 2021 | Twelve Weeks Ended Oct 4, 2020 | Percent Change | Forty Weeks Ended Oct 3, 2021 | Forty Weeks Ended Oct 4, 2020 | Percent Change | | :--------------------------------- | :----------------------------- | :----------------------------- | :------------- | :---------------------------- | :---------------------------- | :------------- | | Selling expenses | $12,652 | $6,094 | * | $31,635 | $26,429 | 19.7% | | As a percent of total revenues | 4.6% | 3.0% | 1.6% | 3.6% | 4.0% | (0.4)% | [Pre-opening Costs](index=23&type=section&id=Pre-opening%20Costs) Pre-opening costs increased significantly for both periods, primarily related to the rollout of Donatos® pizza to 38 restaurants during the twelve weeks ended October 3, 2021, with plans for approximately 40 more in Q4 2021 | (in thousands, except percentages) | Twelve Weeks Ended Oct 3, 2021 | Twelve Weeks Ended Oct 4, 2020 | Percent Change | Forty Weeks Ended Oct 3, 2021 | Forty Weeks Ended Oct 4, 2020 | Percent Change | | :--------------------------------- | :----------------------------- | :----------------------------- | :------------- | :---------------------------- | :---------------------------- | :------------- | | Pre-opening costs | $418 | $89 | * | $792 | $245 | * | - Pre-opening costs are primarily related to preparing restaurants to introduce **Donatos®** and direct costs for new restaurant openings[99](index=99&type=chunk) - The company completed the rollout of **Donatos®** to **38 restaurants** during the twelve weeks ended October 3, 2021, and expects to continue to approximately **40 restaurants** in Q4 2021[100](index=100&type=chunk) [Interest Expense, Net and Other](index=23&type=section&id=Interest%20Expense,%20Net%20and%20Other) Interest expense, net and other increased by $0.6 million (26.1%) for the twelve weeks and $2.4 million (31.6%) for the forty weeks ended October 3, 2021, primarily due to a higher weighted average interest rate, partially offset by a lower average outstanding debt balance | (in thousands) | Twelve Weeks Ended Oct 3, 2021 | Twelve Weeks Ended Oct 4, 2020 | Percent Change | Forty Weeks Ended Oct 3, 2021 | Forty Weeks Ended Oct 4, 2020 | Percent Change | | :------------------------- | :----------------------------- | :----------------------------- | :------------- | :---------------------------- | :---------------------------- | :------------- | | Interest expense, net and other | $2,870 | $2,280 | 26.1% | $9,986 | $7,629 | 31.6% | | Weighted average interest rate | 6.8% | 5.0% | N/A | 6.6% | 4.5% | N/A | [Provision for Income Taxes](index=24&type=section&id=Provision%20for%20Income%20Taxes) The effective tax benefit decreased significantly for both the twelve and forty weeks ended October 3, 2021, primarily due to a change in full valuation allowance recognition - Effective tax rate was a **0.2% benefit** for the twelve weeks ended October 3, 2021, compared to a **77.0% benefit** for the same period in 2020[103](index=103&type=chunk) - Effective tax benefit was **1.1%** for the forty weeks ended October 3, 2021, compared to **1.8%** for the same period in 2020[103](index=103&type=chunk) - The company filed federal and state cash tax refund claims totaling approximately **$16 million** in 2021, with the majority expected in 2022 due to government delays[104](index=104&type=chunk) [Liquidity and Capital Resources](index=24&type=section&id=Liquidity%20and%20Capital%20Resources) The company's cash and cash equivalents increased slightly, and it generated positive operating cash flow, using available cash to pay down debt and fund strategic initiatives [Cash Flows](index=24&type=section&id=Cash%20Flows) Net cash provided by operating activities significantly improved to $37.6 million for the forty weeks ended October 3, 2021, from a net use in the prior year | (in thousands) | Forty Weeks Ended Oct 3, 2021 | Forty Weeks Ended Oct 4, 2020 | | :--------------------------------------- | :---------------------------- | :---------------------------- | | Net cash provided by (used in) operating activities | $37,617 | $(22,401) | | Net cash used in investing activities | $(19,967) | $(14,131) | | Net cash (used in) provided by financing activities | $(16,037) | $34,020 | | Net change in cash and cash equivalents | $1,641 | $(2,678) | [Operating Cash Flows](index=24&type=section&id=Operating%20Cash%20Flows) Net cash provided by operating activities increased by $61.0 million to $37.6 million for the forty weeks ended October 3, 2021, primarily due to a $103.3 million increase in profit from operations and favorable changes in working capital - Net cash provided by operating activities increased by **$61.0 million** to **$37.6 million** for the forty weeks ended October 3, 2021[107](index=107&type=chunk) - The increase is primarily attributable to a **$103.3 million** increase in profit from operations and favorable changes in accounts receivable and accounts payable[107](index=107&type=chunk) [Investing Cash Flows](index=24&type=section&id=Investing%20Cash%20Flows) Net cash used in investing activities increased by $5.8 million to $20.0 million for the forty weeks ended October 3, 2021, mainly due to increased capital expenditures for Donatos® expansion and restaurant improvements - Net cash used in investing activities increased by **$5.8 million** to **$20.0 million** for the forty weeks ended October 3, 2021[108](index=108&type=chunk) - The increase is primarily due to increased spend on **Donatos® expansion**, with **$7.7 million** allocated for this purpose[108](index=108&type=chunk)[110](index=110&type=chunk) | (in thousands) | Forty Weeks Ended Oct 3, 2021 | Forty Weeks Ended Oct 4, 2020 | | :------------------------------------ | :---------------------------- | :---------------------------- | | Donatos® expansion | $7,687 | $— | | Restaurant improvement capital and other | $6,467 | $8,433 | | Investment in technology infrastructure and other | $5,355 | $6,437 | | New restaurants and restaurant refreshes | $478 | $— | | Total capital expenditures | $19,987 | $14,870 | [Financing Cash Flows](index=25&type=section&id=Financing%20Cash%20Flows) Net cash flows shifted from provided to used in financing activities, decreasing by $51.0 million to a net use of $16.0 million for the forty weeks ended October 3, 2021, driven by a significant decrease in proceeds from common stock issuance and increased net repayments of long-term debt - Net cash flows used in financing activities increased by **$51.0 million** to **$16.0 million** for the forty weeks ended October 3, 2021[111](index=111&type=chunk) - This change was due to a **$28.9 million** decrease in proceeds from common stock issuance and a **$24.7 million** increase in net repayments of long-term debt[111](index=111&type=chunk) [Credit Facility](index=25&type=section&id=Credit%20Facility) As of October 3, 2021, the company had $156.3 million in outstanding borrowings and $57.4 million in available borrowing capacity under its Credit Facility, which was amended on November 9, 2021, for additional flexibility, with refinancing anticipated in 2022 - Outstanding borrowings under the Credit Facility were **$156.3 million** as of October 3, 2021, with **$8.6 million** issued under letters of credit[112](index=112&type=chunk) - Available borrowing capacity under the Credit Facility was **$57.4 million** as of October 3, 2021[112](index=112&type=chunk) - The company amended its Credit Facility on **November 9, 2021 (Third Amendment)** to obtain additional flexibility and anticipates refinancing in **2022**[113](index=113&type=chunk) [Covenants](index=25&type=section&id=Covenants) The company was in compliance with all applicable Credit Facility covenants as of October 3, 2021, and the Third Amendment provides waivers for the Leverage Ratio Covenant for Q3 2021 and adjustments for future periods, along with adjustments to the FCCR Covenant - As of October 3, 2021, the company was in compliance with all applicable covenants under its Credit Facility[115](index=115&type=chunk) - The **Third Amendment** waives compliance with the **Leverage Ratio Covenant** for Q3 2021 and provides adjustments for Q4 2021 and Q1-Q3 2022, and adjustments to the **FCCR Covenant** for Q1 2022[114](index=114&type=chunk) - A waiver was obtained for the **FCCR Covenant** for Q3 and Q4 2021 due to an anticipated delay in cash tax refunds[115](index=115&type=chunk) [Debt Outstanding](index=25&type=section&id=Debt%20Outstanding) Total debt outstanding decreased by $13.4 million to $157.2 million at October 3, 2021, from $170.6 million at December 27, 2020, primarily due to net payments on the Credit Facility - Total debt outstanding decreased by **$13.4 million** to **$157.2 million** at October 3, 2021, from **$170.6 million** at December 27, 2020[116](index=116&type=chunk) - This decrease was primarily due to net payments of **$14.3 million** on the Credit Facility[116](index=116&type=chunk) [Working Capital](index=26&type=section&id=Working%20Capital) The company typically operates with a working capital deficit due to the nature of its cash-based sales and rapid inventory turnover, managing liquidity by utilizing operating cash flows for capital expenditures and debt repayment, and its Credit Facility for short-term needs - The company typically maintains current liabilities in excess of current assets, resulting in a working capital deficit[117](index=117&type=chunk) - Operating cash flows, combined with remaining borrowing capacity under the Credit Facility, are expected to be sufficient to satisfy working capital deficits and planned capital expenditures[117](index=117&type=chunk) [Share Repurchase](index=26&type=section&id=Share%20Repurchase) The company's $75 million share repurchase program was temporarily suspended effective March 14, 2020, for liquidity during the COVID-19 pandemic, with repurchases prohibited until at least Q1 2022 and contingent on meeting a specific lease adjusted leverage ratio - The share repurchase program, with **$68.4 million** remaining availability, was temporarily suspended effective **March 14, 2020**[118](index=118&type=chunk)[119](index=119&type=chunk) - Repurchases are prohibited until at least **Q1 2022** and require a covenant compliance certificate demonstrating a lease adjusted leverage ratio less than or equal to **5.00:1.00**[119](index=119&type=chunk) [Inflation](index=26&type=section&id=Inflation) The company anticipates inflation will negatively impact labor and commodity costs for the remainder of 2021, with primary inflationary factors including food, labor, energy, and construction materials - Primary inflationary factors affecting operations are food, labor costs, energy costs, and materials for new restaurant construction[120](index=120&type=chunk) - Inflation is anticipated to have a negative impact on labor and commodity costs for the remainder of **2021**[120](index=120&type=chunk) [Seasonality](index=26&type=section&id=Seasonality) The business is subject to seasonal fluctuations, with higher sales typically in summer and winter holiday seasons and lower sales in the fall, leading to potential variability in quarterly operating results - Sales are typically higher during summer months and winter holiday season, and lower during the fall season[121](index=121&type=chunk) - Quarterly operating results and comparable restaurant revenue may fluctuate significantly due to seasonality[121](index=121&type=chunk) [Contractual Obligations](index=26&type=section&id=Contractual%20Obligations) There were no material changes to contractual obligations outside the ordinary course of business since the prior 10-Q filing, except for lease obligations resulting from negotiated rent concessions - No material changes to contractual obligations since the prior **10-Q**, except for lease obligations due to contractual rent concessions[122](index=122&type=chunk) [Critical Accounting Policies and Estimates](index=26&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) The company reiterates its critical accounting policies and estimates, noting no significant changes since the Annual Report on Form 10-K for fiscal year 2020, with these policies involving significant judgment and estimation, particularly regarding future restaurant level cash flows - No significant changes in critical accounting policies and estimates since the Annual Report on Form **10-K** for fiscal year ended **December 27, 2020**[123](index=123&type=chunk) - Estimates and judgments are based on historical experiences and other factors, with actual results potentially differing[123](index=123&type=chunk) [Recently Issued and Recently Adopted Accounting Standards](index=27&type=section&id=Recently%20Issued%20and%20Recently%20Adopted%20Accounting%20Standards) This section refers to Note 1, 'Basis of Presentation and Recent Accounting Pronouncements,' for information on recently issued and adopted accounting standards - Refer to **Note 1, 'Basis of Presentation and Recent Accounting Pronouncements,'** for details on recently issued and adopted accounting standards[124](index=124&type=chunk) [Forward-Looking Statements](index=27&type=section&id=Forward-Looking%20Statements) This section contains a disclaimer regarding forward-looking statements, emphasizing that actual results may differ materially due to known and unknown risks and uncertainties, including the impact of COVID-19, labor shortages, supply chain issues, and economic conditions - Forward-looking statements are subject to known and unknown risks and uncertainties that could cause actual results to differ materially[126](index=126&type=chunk) - Key risk factors include the impact of **COVID-19**, effectiveness of strategic initiatives, ability to recruit and retain staff, supply chain disruptions, changes in commodity costs, and general economic conditions[127](index=127&type=chunk) [ITEM 3. Quantitative and Qualitative Disclosures About Market Risk](index=28&type=section&id=ITEM%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company monitors interest rate risk and commodity price risk, with a 1.0% change in variable interest rates resulting in a $1.5 million pre-tax interest expense fluctuation annually, and a 1.0% increase in food and beverage costs negatively impacting cost of sales by approximately $2.0 million annually - A **1.0%** change in the effective interest rate on variable borrowings (**$154.7 million** average) would result in a pre-tax interest expense fluctuation of **$1.5 million** on an annualized basis[130](index=130&type=chunk) - A **1.0%** increase in food and beverage costs would negatively impact cost of sales by approximately **$2.0 million** on an annualized basis[131](index=131&type=chunk) - The company faces commodity price volatility for key items like ground beef, poultry, and potatoes, and has experienced distribution disruptions, commodity cost inflation, and shortages due to **COVID-19**[131](index=131&type=chunk) [ITEM 4. Controls and Procedures](index=28&type=section&id=ITEM%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of October 3, 2021, with no material changes in internal control over financial reporting during the most recent fiscal quarter - The company's disclosure controls and procedures were effective as of **October 3, 2021**[132](index=132&type=chunk) - No material changes in internal control over financial reporting occurred during the most recent fiscal quarter[133](index=133&type=chunk) PART II - OTHER INFORMATION [ITEM 1. Legal Proceedings](index=29&type=section&id=ITEM%201.%20Legal%20Proceedings) This section refers to Note 8, 'Commitments and Contingencies,' for further information regarding the company's litigation contingencies and management's assessment of their potential impact - Refer to **Note 8, 'Commitments and Contingencies,'** for information on litigation contingencies[137](index=137&type=chunk) [ITEM 1A. Risk Factors](index=29&type=section&id=ITEM%201A.%20Risk%20Factors) The company supplements its Annual Report's risk factors by highlighting its susceptibility to labor shortages and supply chain disruptions, which have negatively impacted staffing levels, increased labor costs, and led to intermittent product and distribution shortages, potentially affecting Guest experience, traffic, sales, revenue, and profits - The company is susceptible to labor shortages, which have disrupted and may further disrupt adequate staffing levels, potentially increasing labor costs[139](index=139&type=chunk) - Challenges in hiring and retention, combined with global supply chain disruptions, have led to intermittent product and distribution shortages from vendor partners[140](index=140&type=chunk) - If labor shortages or supply disruptions continue, they could negatively impact Guest experience, traffic, sales, revenue, and profits[139](index=139&type=chunk)[140](index=140&type=chunk) [ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=29&type=section&id=ITEM%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) During the twelve and forty weeks ended October 3, 2021, the company did not have any unregistered sales of equity securities or make any share repurchases, with the share repurchase program remaining suspended, subject to specific conditions for its resumption in Q1 2022 at the earliest - No sales of securities in unregistered transactions occurred during the twelve and forty weeks ended **October 3, 2021**[141](index=141&type=chunk) - No share repurchases were made during the third fiscal quarter of **2021**[141](index=141&type=chunk) - The share repurchase program remains limited by Credit Facility conditions, prohibiting repurchases until **Q1 2022** at the earliest and requiring a lease adjusted leverage ratio less than or equal to **5.00:1.00**[141](index=141&type=chunk) [ITEM 6. Exhibits](index=30&type=section&id=ITEM%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including the Third Amendment to the Credit Agreement, CEO and CFO certifications, and XBRL financial information - Key exhibits include the **Third Amendment to Credit Agreement (Exhibit 10.1)**, **Rule 13a-14(a) Certifications of CEO and CFO (Exhibits 31.1, 31.2)**, **Section 1350 Certifications (Exhibit 32.1)**, and **XBRL financial information (Exhibit 101)**[143](index=143&type=chunk) [Signature](index=31&type=section&id=Signature) This section contains the formal signature of the registrant, Red Robin Gourmet Burgers, Inc., by its Chief Financial Officer, Lynn S. Schweinfurth, dated November 10, 2021

Financial Data and Key Metrics Changes - In Q2 2021, total company revenues increased by 71.9% to $277 million compared to the previous year, driven by increased restaurant capacities [27] - Comparable restaurant revenues rose by 66.3%, with a 47.7% increase in guest traffic and an 18.6% increase in average guest check [27] - Adjusted EBITDA was $19 million, compared to an adjusted EBITDA loss of $15.3 million in Q2 2020 [36] Business Line Data and Key Metrics Changes - Dine-in sales increased by 210.9% in Q2, while off-premises sales represented 32.8% of total food and beverage sales, significantly up from 12.5% in Q2 2019 [28] - Donatos Pizza generated sales of $2.9 million in Q2, with restaurants offering Donatos outperforming the rest of the system by 550 basis points compared to 2019 [11] - The revamped Red Robin Royalty program expanded to 9.9 million members, up from 9.7 million in Q1 [15] Market Data and Key Metrics Changes - Total sales driven through digital channels represented 85.3% of off-premises sales [24] - Third-party delivery accounted for 49.3% of off-premises sales, while to-go represented 42.7% [25] - The company experienced a sequential improvement in average weekly sales throughout Q2 [46] Company Strategy and Development Direction - The company is focused on enhancing off-premises strength through operational and technology improvements, as well as expanding the Donatos footprint [20] - A shift from broad discounting initiatives to targeted royalty offers aims to drive stronger long-term profitability [16] - The company plans to maintain a significant portion of its marketing investment in digital channels while also adding broadcast TV in select markets [18] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the recovery trajectory, assuming no significant impact from the Delta variant [41] - The company aims to achieve staffing levels above 2019 to support elevated demand [7] - Management highlighted the importance of understanding guest expectations and enhancing digital engagement [42] Other Important Information - The company ended the quarter with liquidity of approximately $117 million, including $25.6 million in cash and cash equivalents [25] - General and administrative costs increased to $17.7 million, primarily due to increased team member benefits and salaries [32] - The company recognized a tax benefit of $0.4 million in Q2, with an effective tax benefit of 6.6% [34] Q&A Session Summary Question: July or August in-store sales trends - Management indicated that the fiscal eighth period saw sequential improvement off of Q2 trends [46][47] Question: Labor dynamics and costs - Management isolated $1.6 million in nonrecurring hiring and training costs, with mid-single-digit wage rate inflation noted [50][51] Question: Donatos performance improvement - Management attributed the improved performance to a combination of marketing support and increased appetizer sales [52] Question: Sales cadence and monthly comps - Comps compared to 2019 started at down 3.7% and ended the quarter at a positive 2.2% [55] Question: Commodity inflation outlook - Commodity inflation was noted at approximately 8% of restaurant sales, with expectations of increasing beef costs in the second half of the year [59][60] Question: Staffing levels versus pre-COVID - Management indicated a need for approximately 2,000 additional hires to reach staffing levels above 2019 [61]

[PART I - FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) This section details the company's unaudited financial performance and condition for the period ended July 11, 2021, highlighting recovery and operational insights [Financial Statements (unaudited)](index=3&type=section&id=Item%201.%20Financial%20Statements%20%28unaudited%29) Unaudited financial statements for Q2 2021 reflect significant revenue recovery, reduced net loss, and positive operating cash flow [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets and stockholders' equity decreased as of July 11, 2021, primarily due to reduced property and equipment and long-term debt Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | July 11, 2021 | December 27, 2020 | | :--- | :--- | :--- | | **Total Assets** | **$942,103** | **$974,739** | | Cash and cash equivalents | $25,569 | $16,116 | | Property and equipment, net | $396,746 | $427,033 | | **Total Liabilities** | **$832,940** | **$854,026** | | Long-term debt | $145,106 | $160,952 | | **Total Stockholders' Equity** | **$109,163** | **$120,713** | [Condensed Consolidated Statements of Operations and Comprehensive Loss](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) Q2 2021 saw substantial revenue growth and a significant reduction in net loss compared to the prior year Statement of Operations Highlights (in thousands, except per share data) | Metric | Twelve Weeks Ended July 11, 2021 | Twelve Weeks Ended July 12, 2020 | Twenty-Eight Weeks Ended July 11, 2021 | Twenty-Eight Weeks Ended July 12, 2020 | | :--- | :--- | :--- | :--- | :--- | | **Total Revenues** | **$276,975** | **$161,122** | **$603,250** | **$467,187** | | Loss from operations | $(2,564) | $(50,582) | $(6,895) | $(208,811) | | **Net Loss** | **$(4,996)** | **$(56,261)** | **$(13,709)** | **$(230,559)** | | Diluted Loss Per Share | $(0.32) | $(4.09) | $(0.88) | $(17.38) | [Condensed Consolidated Statements of Stockholders' Equity](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders%27%20Equity) Stockholders' equity declined by **$11.5 million** in the first twenty-eight weeks of 2021, mainly due to the period's **net loss of $13.7 million**[18](index=18&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) The company generated positive operating cash flow of **$37.2 million**, leading to a **$9.5 million** increase in cash and cash equivalents Cash Flow Summary (in thousands) | Cash Flow Activity | Twenty-Eight Weeks Ended July 11, 2021 | Twenty-Eight Weeks Ended July 12, 2020 | | :--- | :--- | :--- | | Net cash provided by (used in) operating activities | $37,184 | $(18,607) | | Net cash used in investing activities | $(10,834) | $(11,413) | | Net cash (used in) provided by financing activities | $(16,931) | $26,369 | | **Net change in cash and cash equivalents** | **$9,453** | **$(3,907)** | [Notes to Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Notes detail COVID-19 impacts, revenue sources, and significant changes in other charges and debt structure - As of July 11, 2021, the company operated **430 company-owned** and **101 franchised restaurants**[26](index=26&type=chunk) - The company has filed for approximately **$16 million** in federal and state NOL cash tax refunds under the CARES Act, with the majority expected in 2022[37](index=37&type=chunk) Other Charges Breakdown (in thousands) | Charge Type | Twenty-Eight Weeks Ended July 11, 2021 | Twenty-Eight Weeks Ended July 12, 2020 | | :--- | :--- | :--- | | Restaurant closure and refranchising costs | $4,199 | $9,008 | | Asset impairment | $1,357 | $20,779 | | Goodwill impairment | $0 | $95,414 | | **Total Other Charges** | **$7,667** | **$133,880** | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=15&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the Q2 2021 operational and financial recovery, driven by dining room reopenings and sustained off-premise sales [Overview and COVID-19 Impact](index=15&type=section&id=Overview%20and%20COVID-19%20Impact) The company expanded dine-in capacity in Q2 2021, facing labor challenges while off-premise sales remained robust - As of July 11, 2021, the company owned **430 restaurants** and had **101 franchised locations**[62](index=62&type=chunk) - Staffing is the number one priority, with technology enhancements and national hiring days addressing competitive job market challenges[65](index=65&type=chunk) - Off-premise sales have remained **more than double pre-pandemic levels**, even as restaurants operate without indoor capacity restrictions[64](index=64&type=chunk) [Financial and Operational Highlights](index=16&type=section&id=Financial%20and%20Operational%20Highlights) Q2 2021 restaurant revenue increased **69.9%** year-over-year, with improved operating costs and a reduced adjusted diluted loss per share Q2 Restaurant Revenue Comparison (in millions) | Period | 2021 | 2020 | % Change vs 2020 | 2019 | % Change vs 2019 | | :--- | :--- | :--- | :--- | :--- | :--- | | Restaurant Revenue | $272.2 | $160.1 | 69.9% | $302.4 | (10.0)% | Q2 Restaurant Operating Costs as a % of Revenue | Cost Category | 2021 | 2020 | Basis Point Change | | :--- | :--- | :--- | :--- | | Cost of sales | 22.8% | 24.2% | (140) | | Labor | 36.4% | 39.2% | (280) | | Other operating | 17.2% | 21.6% | (440) | | Occupancy | 7.9% | 13.0% | (510) | | **Total** | **84.3%** | **98.0%** | **(1,370)** | - Adjusted diluted loss per share improved to **$(0.22)** for the twelve weeks ended July 11, 2021, compared to **$(3.31)** for the same period in 2020[68](index=68&type=chunk) [Results of Operations](index=19&type=section&id=Results%20of%20Operations) Q2 2021 revenue growth was driven by increased guest count and average check, improving cost leverage despite higher wage rates - Q2 2021 comparable restaurant revenue increase was driven by a **47.7% increase in Guest count** and an **18.6% increase in average Guest check**[76](index=76&type=chunk) - Off-premise sales constituted **32.8% of total food and beverage sales** in Q2 2021, down from **63.8% in Q2 2020** as dine-in traffic returned[76](index=76&type=chunk) - Labor as a percentage of revenue decreased by **280 basis points** in Q2 2021, primarily due to staffing shortages and sales leverage, offsetting higher wage rates and increased compensation costs[83](index=83&type=chunk) - Selling, general, and administrative costs increased by **$8.6 million** in Q2 2021, mainly due to lapping significant reductions in marketing spend and temporary salary cuts made in 2020[93](index=93&type=chunk) [Liquidity and Capital Resources](index=23&type=section&id=Liquidity%20and%20Capital%20Resources) Liquidity improved with **$117 million** available, positive operating cash flow, and a focus on debt reduction - As of July 11, 2021, the company had approximately **$117 million in liquidity**, including cash on hand and available borrowing capacity[103](index=103&type=chunk) - Net cash provided by operating activities was **$37.2 million** for the first twenty-eight weeks of 2021, a **$55.8 million improvement** from the same period in 2020[104](index=104&type=chunk)[105](index=105&type=chunk) - Total debt outstanding decreased by **$15.8 million** to **$154.8 million** at July 11, 2021, from year-end 2020[112](index=112&type=chunk) - The company's share repurchase program remains temporarily suspended, with **$68.4 million** of availability under the current authorization[114](index=114&type=chunk)[115](index=115&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=28&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) Primary market risks include interest rate fluctuations on variable debt and commodity price volatility for key food items - A **1.0% change** in the effective interest rate on variable-rate borrowings would result in an annualized pre-tax interest expense fluctuation of **$1.6 million**[128](index=128&type=chunk) - A **1.0% increase** in food and beverage costs would negatively impact cost of sales by approximately **$2.0 million** on an annualized basis[129](index=129&type=chunk) [Controls and Procedures](index=28&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls and procedures were effective, with no material changes to internal control over financial reporting - The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of July 11, 2021[130](index=130&type=chunk) - No changes occurred during the quarter that have materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting[131](index=131&type=chunk) [PART II - OTHER INFORMATION](index=29&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) This section covers legal proceedings, risk factors, equity security sales, and required exhibits [Legal Proceedings](index=29&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in routine litigation, with management believing adequate provisions have been made for potential losses - The company regularly evaluates litigation contingencies and believes adequate accruals and disclosures have been made[134](index=134&type=chunk)[135](index=135&type=chunk) [Risk Factors](index=29&type=section&id=Item%201A.%20Risk%20Factors) No material changes to the previously disclosed risk factors were reported for the current quarter - No material changes to risk factors were reported for the quarter[136](index=136&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=29&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No unregistered equity sales or share repurchases occurred, with the repurchase program remaining suspended - No share repurchases were made during the second fiscal quarter of 2021[137](index=137&type=chunk) - The ability to repurchase shares is restricted by lenders until at least the first fiscal quarter of 2022, contingent on meeting a specific leverage ratio[137](index=137&type=chunk) [Exhibits](index=30&type=section&id=Item%206.%20Exhibits) This section lists required filings, including CEO/CFO certifications and XBRL financial data - Exhibits filed include CEO and CFO certifications (Rule 13a-14(a) and Section 1350) and XBRL data[139](index=139&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 18, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-34851 (303) 846-6000 (Registrant's telephone number, including area code) (Former name, former address and former fiscal year, ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________________________________________________ FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 27, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-34851 ____________________________________________________________ ...