10-Q 1 txrh-20160628x10q.htm 10-Q txrh_Current_Folio_10Q

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended June 28, 2016

 

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 000-50972

 

Texas Roadhouse, Inc.

(Exact name of registrant specified in its charter)

 

Delaware

 

20-1083890

(State or other jurisdiction of

 

(IRS Employer

incorporation or organization)

 

Identification Number)

 

6040 Dutchmans Lane, Suite 200

Louisville, Kentucky 40205

(Address of principal executive offices) (Zip Code)

 

(502) 426-9984

(Registrant’s telephone number, including area code)

 

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

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulations S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes     No  .

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See the definitions of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

 

Large accelerated filer  

Accelerated filer  

Non-accelerated filer  

Smaller reporting company  

 

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

 

The number of shares of common stock outstanding were 70,440,440 on July 27, 2016.

 

 

 


 

TABLE OF CONTENTS

 

PART I. FINANCIAL INFORMATION 

 

 

 

 

 

Item 1 — Financial Statements (Unaudited) — Texas Roadhouse, Inc. and Subsidiaries 

 

3

Condensed Consolidated Balance Sheets — June 28, 2016 and December 29, 2015 

 

3

Condensed Consolidated Statements of Income and Comprehensive Income — For the 13 and 26 Weeks Ended June 28, 2016 and June 30, 2015 

 

4

Condensed Consolidated Statement of Stockholders’ Equity — For the 26 Weeks Ended June 28, 2016 

 

5

Condensed Consolidated Statements of Cash Flows — For the 26 Weeks Ended June 28, 2016 and June 30, 2015 

 

6

Notes to Condensed Consolidated Financial Statements 

 

7

Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations 

 

17

Item 3 — Quantitative and Qualitative Disclosures About Market Risk 

 

30

Item 4 — Controls and Procedures 

 

31

 

 

 

PART II. OTHER INFORMATION 

 

 

 

 

 

Item 1 — Legal Proceedings 

 

32

Item 1A — Risk Factors 

 

32

Item 2 — Unregistered Sales of Equity Securities and Use of Proceeds 

 

32

Item 3 — Defaults Upon Senior Securities 

 

33

Item 4 — Mine Safety Disclosures 

 

33

Item 5 — Other Information 

 

33

Item 6 — Exhibits 

 

33

 

 

 

Signatures 

 

34

 

 

2


 

PART I — FINANCIAL INFORMATION

 

ITEM 1 — FINANCIAL STATEMENTS

 

Texas Roadhouse, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(in thousands, except share and per share data)

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

June 28, 2016

    

December 29, 2015

 

Assets

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

95,305

 

$

59,334

 

Receivables, net of allowance for doubtful accounts of $41 at June 28, 2016 and $6 at December 29, 2015

 

 

21,101

 

 

45,421

 

Inventories, net

 

 

14,443

 

 

15,633

 

Prepaid income taxes

 

 

 

 

53

 

Prepaid expenses

 

 

9,868

 

 

11,295

 

Deferred tax assets, net

 

 

5,243

 

 

2,077

 

Total current assets

 

 

145,960

 

 

133,813

 

Property and equipment, net of accumulated depreciation of $425,838 at June 28, 2016 and $395,886 at December 29, 2015

 

 

778,634

 

 

751,288

 

Goodwill

 

 

116,571

 

 

116,571

 

Intangible assets, net of accumulated amortization of $11,225 at June 28, 2016 and $10,548 at December 29, 2015

 

 

4,150

 

 

4,827

 

Other assets

 

 

27,886

 

 

26,207

 

Total assets

 

$

1,073,201

 

$

1,032,706

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Current maturities of long-term debt

 

$

151

 

$

144

 

Accounts payable

 

 

47,242

 

 

50,996

 

Deferred revenue-gift cards

 

 

61,775

 

 

101,274

 

Accrued wages

 

 

26,144

 

 

36,233

 

Income taxes payable

 

 

8,784

 

 

90

 

Accrued taxes and licenses

 

 

19,055

 

 

18,779

 

Dividends payable

 

 

13,379

 

 

11,919

 

Other accrued liabilities

 

 

42,346

 

 

37,207

 

Total current liabilities

 

 

218,876

 

 

256,642

 

Long-term debt, excluding current maturities

 

 

50,472

 

 

25,550

 

Stock option and other deposits

 

 

7,250

 

 

7,041

 

Deferred rent

 

 

33,713

 

 

31,493

 

Deferred tax liabilities, net

 

 

6,165

 

 

6,402

 

Other liabilities

 

 

31,603

 

 

28,396

 

Total liabilities

 

 

348,079

 

 

355,524

 

Texas Roadhouse, Inc. and subsidiaries stockholders’ equity:

 

 

 

 

 

 

 

Preferred stock ($0.001 par value, 1,000,000 shares authorized; no shares issued or outstanding)

 

 

 

 

 

Common stock ($0.001 par value, 100,000,000 shares authorized, 70,429,927 and 70,091,203 shares issued and outstanding at June 28, 2016 and December 29, 2015, respectively)

 

 

70

 

 

70

 

Additional paid-in-capital

 

 

206,338

 

 

201,023

 

Retained earnings

 

 

511,139

 

 

468,678

 

Accumulated other comprehensive loss

 

 

(122)

 

 

(109)

 

Total Texas Roadhouse, Inc. and subsidiaries stockholders’ equity

 

 

717,425

 

 

669,662

 

Noncontrolling interests

 

 

7,697

 

 

7,520

 

Total equity

 

 

725,122

 

 

677,182

 

Total liabilities and equity

 

$

1,073,201

 

$

1,032,706

 

See accompanying notes to condensed consolidated financial statements.

3


 

Texas Roadhouse, Inc. and Subsidiaries

Condensed Consolidated Statements of Income and Comprehensive Income

(in thousands, except per share data)

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

13 Weeks Ended

 

26 Weeks Ended

 

 

    

June 28, 2016

    

June 30, 2015

    

June 28, 2016

    

June 30, 2015

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

Restaurant sales

 

$

504,630

 

$

450,692

 

$

1,015,914

 

$

906,985

 

Franchise royalties and fees

 

 

4,178

 

 

4,006

 

 

8,453

 

 

7,943

 

Total revenue

 

 

508,808

 

 

454,698

 

 

1,024,367

 

 

914,928

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

Restaurant operating costs (excluding depreciation and amortization shown separately below):

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of sales

 

 

171,551

 

 

168,077

 

 

344,679

 

 

328,057

 

Labor

 

 

150,014

 

 

132,084

 

 

297,560

 

 

263,488

 

Rent

 

 

10,184

 

 

9,138

 

 

20,211

 

 

18,117

 

Other operating

 

 

75,887

 

 

68,358

 

 

153,499

 

 

137,675

 

Pre-opening

 

 

4,411

 

 

4,909

 

 

9,236

 

 

8,727

 

Depreciation and amortization

 

 

20,238

 

 

16,816

 

 

39,777

 

 

33,151

 

Impairment and closure

 

 

30

 

 

 

 

41

 

 

 

General and administrative

 

 

26,711

 

 

23,620

 

 

56,771

 

 

45,417

 

Total costs and expenses

 

 

459,026

 

 

423,002

 

 

921,774

 

 

834,632

 

Income from operations

 

 

49,782

 

 

31,696

 

 

102,593

 

 

80,296

 

Interest expense, net

 

 

309

 

 

495

 

 

614

 

 

1,010

 

Equity income from investments in unconsolidated affiliates

 

 

(475)

 

 

(467)

 

 

(827)

 

 

(839)

 

Income before taxes

 

$

49,948

 

$

31,668

 

$

102,806

 

$

80,125

 

Provision for income taxes

 

 

15,087

 

 

9,402

 

 

30,944

 

 

24,278

 

Net income including noncontrolling interests

 

$

34,861

 

$

22,266

 

$

71,862

 

$

55,847

 

Less: Net income attributable to noncontrolling interests

 

 

1,256

 

 

1,128

 

 

2,664

 

 

2,417

 

Net income attributable to Texas Roadhouse, Inc. and subsidiaries

 

$

33,605

 

$

21,138

 

$

69,198

 

$

53,430

 

Other comprehensive income (expense), net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized gain on derivatives, net of tax of $-, ($135), ($18) and ($262), respectively

 

 

 

 

215

 

 

27

 

 

416

 

Foreign currency translation adjustment, net of tax of $20, ($4), $26 and ($11), respectively

 

 

(29)

 

 

12

 

 

(40)

 

 

18

 

Total other comprehensive (loss) income, net of tax

 

 

(29)

 

 

227

 

 

(13)

 

 

434

 

Total comprehensive income

 

$

33,576

 

$

21,365

 

$

69,185

 

$

53,864

 

Net income per common share attributable to Texas Roadhouse, Inc. and subsidiaries:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.48

 

$

0.30

 

$

0.98

 

$

0.76

 

Diluted

 

$

0.47

 

$

0.30

 

$

0.98

 

$

0.76

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

70,368

 

 

70,026

 

 

70,269

 

 

69,933

 

Diluted

 

 

70,876

 

 

70,648

 

 

70,840

 

 

70,588

 

Cash dividends declared per share

 

$

0.19

 

$

0.17

 

$

0.38

 

$

0.34

 

 

 

See accompanying notes to condensed consolidated financial statements.

4


 

Texas Roadhouse, Inc. and Subsidiaries

Condensed Consolidated Statement of Stockholders' Equity

(in thousands, except share and per share data)

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

    

 

 

    

 

 

    

 

 

    

Accumulated

    

Total Texas

    

 

 

    

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

Other

 

Roadhouse, Inc.

 

 

 

 

 

 

 

 

 

 

 

Par

 

Paid-in-

 

Retained

 

Comprehensive

 

and

 

Noncontrolling

 

 

 

 

 

 

Shares

 

Value

 

Capital

 

Earnings

 

Loss

 

Subsidiaries

 

Interests

 

Total

 

Balance, December 29, 2015

 

70,091,203

 

$

70

 

$

201,023

 

$

468,678

 

$

(109)

 

$

669,662

 

$

7,520

 

$

677,182

 

Net income

 

 

 

 

 

 

 

69,198

 

 

 

 

69,198

 

 

2,664

 

 

71,862

 

Other comprehensive loss

 

 

 

 

 

 

 

 

 

(13)

 

 

(13)

 

 

 

 

(13)

 

Distributions to noncontrolling interest holders

 

 

 

 

 

 

 

 

 

 

 

 

 

(2,487)

 

 

(2,487)

 

Dividends declared and paid ($0.19 per share)

 

 

 

 

 

 

 

(13,358)

 

 

 

 

(13,358)

 

 

 

 

(13,358)

 

Dividends declared ($0.19 per share)

 

 

 

 

 

 

 

(13,379)

 

 

 

 

(13,379)

 

 

 

 

(13,379)

 

Shares issued under share-based compensation plans including tax effects

 

621,522

 

 

1

 

 

4,058

 

 

 

 

 

 

4,059

 

 

 

 

4,059

 

Repurchase of shares of common stock

 

(114,700)

 

 

 

 

(4,110)

 

 

 

 

 

 

(4,110)

 

 

 

 

(4,110)

 

Indirect repurchase of shares for minimum tax withholdings

 

(168,098)

 

 

(1)

 

 

(6,336)

 

 

 

 

 

 

(6,337)

 

 

 

 

(6,337)

 

Share-based compensation

 

 

 

 

 

11,703

 

 

 

 

 

 

11,703

 

 

 

 

11,703

 

Balance, June 28, 2016

 

70,429,927

 

$

70

 

$

206,338

 

$

511,139

 

$

(122)

 

$

717,425

 

$

7,697

 

$

725,122

 

 

 

See accompanying notes to condensed consolidated financial statements.

5


 

Texas Roadhouse, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

26 Weeks Ended

 

 

    

June 28, 2016

    

June 30, 2015

 

Cash flows from operating activities:

 

 

 

 

 

 

 

Net income including noncontrolling interests

 

$

71,862

 

$

55,847

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

Depreciation and amortization

 

 

39,777

 

 

33,151

 

Deferred income taxes

 

 

(3,395)

 

 

(5,205)

 

Loss on disposition of assets

 

 

2,696

 

 

2,785

 

Equity income from investments in unconsolidated affiliates

 

 

(827)

 

 

(839)

 

Distributions of income received from investments in unconsolidated affiliates

 

 

998

 

 

311

 

Provision for doubtful accounts

 

 

35

 

 

(44)

 

Share-based compensation expense

 

 

11,703

 

 

10,215

 

Changes in operating working capital:

 

 

 

 

 

 

 

Receivables

 

 

24,285

 

 

14,184

 

Inventories

 

 

1,190

 

 

182

 

Prepaid expenses

 

 

1,427

 

 

1,736

 

Other assets

 

 

(1,915)

 

 

(1,853)

 

Accounts payable

 

 

(4,705)

 

 

1,254

 

Deferred revenue—gift cards

 

 

(39,499)

 

 

(32,310)

 

Accrued wages

 

 

(10,089)

 

 

4,570

 

Excess tax benefits from share-based compensation

 

 

(2,193)

 

 

(3,037)

 

Prepaid income taxes and income taxes payable

 

 

10,941

 

 

6,589

 

Accrued taxes and licenses

 

 

276

 

 

258

 

Other accrued liabilities

 

 

6,074

 

 

2,202

 

Deferred rent

 

 

2,220

 

 

2,087

 

Other liabilities

 

 

3,207

 

 

2,740

 

Net cash provided by operating activities

 

 

114,068

 

 

94,823

 

Cash flows from investing activities:

 

 

 

 

 

 

 

Capital expenditures—property and equipment

 

 

(69,159)

 

 

(70,933)

 

Proceeds from sale of property and equipment, including insurance proceeds

 

 

 

 

9

 

Net cash used in investing activities

 

 

(69,159)

 

 

(70,924)

 

Cash flows from financing activities:

 

 

 

 

 

 

 

Proceeds from revolving credit facility, net

 

 

25,000

 

 

 

Repurchase of shares of common stock

 

 

(4,110)

 

 

(3,138)

 

Distributions to noncontrolling interest holders

 

 

(2,487)

 

 

(2,295)

 

Excess tax benefits from share-based compensation

 

 

2,193

 

 

3,037

 

Proceeds from stock option and other deposits, net

 

 

285

 

 

849

 

Indirect repurchase of shares for minimum tax withholdings

 

 

(6,337)

 

 

(5,890)

 

Principal payments on long-term debt

 

 

(71)

 

 

(63)

 

Proceeds from exercise of stock options

 

 

1,866

 

 

2,691

 

Dividends paid to shareholders

 

 

(25,277)

 

 

(34,247)

 

Net cash used in financing activities

 

 

(8,938)

 

 

(39,056)

 

Net increase (decrease) in cash and cash equivalents

 

 

35,971

 

 

(15,157)

 

Cash and cash equivalents—beginning of period

 

 

59,334

 

 

86,122

 

Cash and cash equivalents—end of period

 

$

95,305

 

$

70,965

 

Supplemental disclosures of cash flow information:

 

 

 

 

 

 

 

Interest paid, net of amounts capitalized

 

$

499

 

$

1,159

 

Income taxes paid

 

$

23,398

 

$

22,893

 

Capital expenditures included in current liabilities

 

$

3,710

 

$

5,006

 

 

 

 

 

 

 

 

 

 

See accompanying notes to condensed consolidated financial statements.

6


 

 

Texas Roadhouse, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(tabular amounts in thousands, except share and per share data)

(unaudited)

(1)   Basis of Presentation

 

The accompanying unaudited condensed consolidated financial statements include the accounts of Texas Roadhouse, Inc.  ("TRI"), our wholly-owned subsidiaries and subsidiaries in which we have a controlling interest (collectively the "Company," "we," "our" and/or "us") as of June 28, 2016 and December 29, 2015 and for the 13 and 26 weeks ended June 28, 2016 and June 30, 2015.  

 

As of June 28, 2016, we owned and operated 415 restaurants and franchised an additional 84 restaurants in 49 states and five foreign countries.  Of the 415 company-owned restaurants that were operating at June 28, 2016, 399 were wholly-owned and 16 were majority-owned.

 

As of June 30, 2015, we owned and operated 384 restaurants and franchised an additional 80 restaurants in 49 states and four foreign countries.  Of the 384 company-owned restaurants that were operating at June 30, 2015, 368 were wholly-owned and 16 were majority-owned.

 

As of June 28, 2016 and June 30, 2015, we owned 5.0% to 10.0% equity interest in 24 franchise restaurants.  Additionally, as of June 28, 2016 and June 30, 2015, we owned a 40% equity interest in four non-Texas Roadhouse restaurants as part of a joint venture agreement with a casual dining restaurant operator in China.  The unconsolidated restaurants are accounted for using the equity method.  Our investments in these unconsolidated affiliates are included in Other assets in our unaudited condensed consolidated balance sheets, and we record our percentage share of net income earned by these unconsolidated affiliates in our unaudited condensed consolidated statements of income and comprehensive income under Equity income from investments in unconsolidated affiliates.  All significant intercompany balances and transactions for these unconsolidated restaurants as well as the entities whose accounts have been consolidated have been eliminated. 

 

We have made a number of estimates and assumptions relating to the reporting of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reporting of revenue and expenses during the periods to prepare these unaudited condensed consolidated financial statements in conformity with U.S. generally accepted accounting principles ("GAAP"). Significant items subject to such estimates and assumptions include the carrying amount of property and equipment, goodwill, obligations related to insurance reserves, leases and leasehold improvements and income taxes. Actual results could differ from those estimates.

 

In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary to present fairly our consolidated financial position, results of operations and cash flows for the periods presented.  The unaudited condensed consolidated financial statements have been prepared in accordance with GAAP, except that certain information and footnotes have been condensed or omitted pursuant to rules and regulations of the Securities and Exchange Commission ("SEC").  Operating results for the 13 and 26 weeks ended June 28, 2016 are not necessarily indicative of the results that may be expected for the year ending December 27, 2016.  The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 29, 2015.

 

Our significant interim accounting policies include the recognition of income taxes using an estimated annual effective tax rate.

 

(2)   Share-based Compensation

 

On May 16, 2013, our stockholders approved the Texas Roadhouse, Inc. 2013 Long-Term Incentive Plan (the "Plan").  The Plan provides for the granting of incentive and non-qualified stock options to purchase shares of common

7


 

stock, stock appreciation rights, and full value awards, including restricted stock, restricted stock units ("RSUs"), deferred stock units, performance stock and performance stock units ("PSUs").  This plan replaced the Texas Roadhouse, Inc. 2004 Equity Incentive Plan.

 

The following table summarizes the share-based compensation expense recorded in the accompanying unaudited condensed consolidated statements of income and comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

13 Weeks Ended

 

26 Weeks Ended

 

 

    

June 28, 2016

    

June 30, 2015

    

June 28, 2016

    

June 30, 2015

 

Labor expense

 

$

1,507

 

$

1,035

 

$

2,906

 

$

2,550

 

General and administrative expense

 

 

4,408

 

 

4,276

 

 

8,797

 

 

7,665

 

Total share-based compensation expense

 

$

5,915

 

$

5,311

 

$

11,703

 

$

10,215

 

 

Beginning in 2008, we changed the method by which we provide share-based compensation to our employees by granting RSUs as a form of share-based compensation.  Prior to 2008, we issued stock options as share-based compensation to our employees.  Beginning in 2015, we granted PSUs to two of our executives.  An RSU is the conditional right to receive one share of common stock upon satisfaction of the vesting requirement. A PSU is the conditional right to receive one share of common stock upon meeting a performance obligation along with the satisfaction of the vesting requirement.  Share-based compensation activity by type of grant as of June 28, 2016 and changes during the 26 weeks then ended are presented below.

 

Summary Details for RSUs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

    

Weighted-Average

    

Weighted-Average

    

 

 

 

 

 

 

 

Grant Date Fair

 

Remaining Contractual

 

Aggregate

 

 

 

Shares

 

Value

 

Term (years)

 

Intrinsic Value

 

Outstanding at December 29, 2015

 

984,586

 

$

32.86

 

 

 

 

 

 

Granted

 

271,824

 

 

41.61

 

 

 

 

 

 

Forfeited

 

(15,445)

 

 

31.63

 

 

 

 

 

 

Vested

 

(324,945)

 

 

33.17

 

 

 

 

 

 

Outstanding at June 28, 2016

 

916,020

 

$

35.36

 

1.3

 

$

41,060

 

 

As of June 28, 2016, with respect to unvested RSUs, there was $19.4 million of unrecognized compensation cost that is expected to be recognized over a weighted-average period of 1.3 years.  The vesting terms of the RSUs range from approximately 1.0 to 5.0 years.  The total intrinsic value of RSUs vested during the 26 weeks ended June 28, 2016 and June 30, 2015 was $13.0 million and $17.4 million, respectively.  The excess tax benefit realized from tax deductions associated with vested restricted stock units for the 26 weeks ended June 28, 2016 and June 30, 2015 was $0.9 million and $2.0 million, respectively.

 

Summary Details for PSUs

 

In 2015, we granted PSUs to two of our executives subject to a one-year vesting and the achievement of certain earnings targets, which determine the number of units to vest at the end of the vesting period.  Share-based compensation is recognized for the number of units expected to vest at the end of the period and is expensed beginning on the grant date and through the performance period.  For each grant, PSUs vest after meeting the performance and service conditions. 

 

On January 8, 2015, we granted PSUs with a grant date fair value of approximately $4.0 million based on the grant date price per share of $34.77.  On January 8, 2016, 144,000 shares vested related to this PSU grant and were distributed during the 13 weeks ended March 29, 2016.  On November 19, 2015, we granted PSUs with a grant date fair value of approximately $3.9 million based on the grant date price per share of $34.11.  As of June 28, 2016, with respect to unvested PSUs, there was $2.1 million of unrecognized compensation cost that is expected to be recognized over a weighted-average period of 0.5 years.  The distribution of vested performance stock units as common stock related to the November 19, 2015 grants will occur in the first quarter of 2017.

8


 

 

Summary Details for Stock Options

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

    

Weighted-

    

Weighted-Average

    

 

 

 

 

 

 

 

Average Exercise

 

Remaining Contractual

 

Aggregate

 

 

 

Shares

 

Price

 

Term (years)

 

Intrinsic Value

 

Outstanding at December 29, 2015

 

328,498

 

$

13.10

 

 

 

 

 

 

Granted

 

 

 

 

 

 

 

 

 

Cancelled/Expired

 

(1,622)

 

 

14.80

 

 

 

 

 

 

Exercised

 

(152,577)

 

 

12.23

 

 

 

 

 

 

Outstanding at June 28, 2016

 

174,299

 

$

13.85

 

0.9

 

$

5,398

 

Exercisable at June 28, 2016

 

174,299

 

$

13.85

 

0.9

 

$

5,398

 

 

No stock options vested during 26 weeks ended June 28, 2016 or June 30, 2015.  For the 26 weeks ended June 28, 2016 and June 30, 2015, the total intrinsic value of options exercised was $4.6 million and $3.6 million, respectively.

 

For the 26 weeks ended June 28, 2016 and June 30, 2015, cash received before tax withholdings from options exercised was $1.9 million and $2.7 million, respectively.  The excess tax benefit realized from deductions associated with options exercised for the 26 weeks ended June 28, 2016 and June 30, 2015 was $1.3 million and $1.0 million, respectively.

 

(3)   Long-term Debt

 

Long-term debt consisted of the following:

 

 

 

 

 

 

 

 

 

 

    

June 28,

    

December 29,

 

 

 

2016

 

2015

 

Installment loan, due 2020

 

$

623

 

$

694

 

Revolver

 

 

50,000

 

 

25,000

 

 

 

 

50,623

 

 

25,694

 

Less current maturities

 

 

151

 

 

144

 

 

 

$

50,472

 

$

25,550

 

 

The interest rate for our installment loan outstanding at both June 28, 2016 and December 29, 2015 was 10.46%.  The debt is secured by certain land and building assets and is subject to certain prepayment penalties.

 

On November 1, 2013, we entered into Omnibus Amendment No. 1 and Consent to Credit Agreement and Guaranty with respect to our revolving credit facility dated as of August 12, 2011 with a syndicate of commercial lenders led by JPMorgan Chase Bank, N.A., PNC Bank, N.A., and Wells Fargo, N.A. The amended revolving credit facility, which has a maturity date of November 1, 2018, remains an unsecured, revolving credit agreement under which we may borrow up to $200.0 million. The amendment provides us with the option to increase the revolving credit facility by $200.0 million, up to $400.0 million, subject to certain limitations.

 

The terms of the amended revolving credit facility require us to pay interest on outstanding borrowings at the London Interbank Offered Rate ("LIBOR") plus a margin of 0.875% to 1.875%, depending on our leverage ratio, or the Alternate Base Rate, which is the higher of the issuing bank’s prime lending rate, the Federal Funds rate plus 0.50% or the Adjusted Eurodollar Rate for a one month interest period on such day plus 1.0%. We are also required to pay a commitment fee of 0.125% to 0.30% per year on any unused portion of the amended revolving credit facility, depending on our leverage ratio. The weighted-average interest rate for the amended revolving credit facility at June 28, 2016 and December 29, 2015 was 1.32% and 3.22%, respectively, including the impact of an interest rate swap which expired on January 7, 2016. At June 28, 2016, we had $50.0 million outstanding under the revolving credit facility and $143.4 million of availability, net of $6.6 million of outstanding letters of credit.

 

9


 

The lenders’ obligation to extend credit under the amended revolving credit facility depends on us maintaining certain financial covenants, including a minimum consolidated fixed charge coverage ratio of 2.00 to 1.00 and a maximum consolidated leverage ratio of 3.00 to 1.00.  The amended revolving credit facility permits us to incur additional secured or unsecured indebtedness outside the facility, except for the incurrence of secured indebtedness that in the aggregate exceeds 15% of our consolidated tangible net worth or circumstances where the incurrence of secured or unsecured indebtedness would prevent us from complying with our financial covenants.  We were in compliance with all financial covenants as of June 28, 2016.

 

(4)     Income Taxes

 

A reconciliation of the statutory federal income tax rate to our effective tax rate for the 13 and 26 weeks ended June 28, 2016 and June 30, 2015 is as follows:

 

 

 

 

 

 

13 Weeks Ended

   

 

26 Weeks Ended

 

 

 

   

June 28, 2016

   

June 30, 2015

   

 

June 28, 2016

   

June 30, 2015

 

 

Tax at statutory federal rate

 

35.0

%  

35.0

%  

 

35.0

%  

35.0

%

 

State and local tax, net of federal benefit

 

3.5

 

3.5

 

 

3.5

 

3.5

 

 

FICA tip tax credit

 

(6.5)

 

(7.3)

 

 

(6.8)

 

(7.1)

 

 

Work opportunity tax credit

 

(0.9)

 

(0.7)

 

 

(0.8)

 

(0.7)

 

 

Net income attributable to noncontrolling interests

 

(0.9)

 

(1.2)

 

 

(0.9)

 

(1.0)

 

 

Other

 

0.0

 

0.4

 

 

0.1

 

0.6

 

 

Total

 

30.2

%  

29.7

%  

 

30.1

%  

30.3

%

 

 

 

(5)Derivative and Hedging Activities

 

We enter into derivative instruments for risk management purposes only, including derivatives designated as hedging instruments under Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 815, Derivatives and Hedging ("ASC 815")We use interest rate-related derivative instruments to manage our exposure to fluctuations of interest rates.  By using these instruments, we expose ourselves, from time to time, to credit risk and market risk.  Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is positive, the counterparty owes us, which creates credit risk for us.  We attempt to minimize the credit risk by entering into transactions with high-quality counterparties whose credit rating is evaluated on a quarterly basis.  Market risk is the adverse effect on the value of a financial instrument that results from a change in interest rates.  We attempt to minimize market risk by establishing and monitoring parameters that limit the types and degree of market risk that may be taken.

 

Interest Rate Swaps

 

On January 7, 2009, we entered into an interest rate swap, starting on February 7, 2009, with a notional amount of $25.0 million to hedge a portion of the cash flows of our variable rate borrowings.  We designated the interest rate swap as a cash flow hedge of our exposure to variability in future cash flows attributable to interest payments on a $25.0 million tranche of floating rate debt borrowed under our amended revolving credit facility.  Under the terms of the swap, we paid a fixed rate of 2.34% on the $25.0 million notional amount and received payments from the counterparty based on the one month LIBOR for a term that ended on January 7, 2016, effectively resulting in a fixed rate on the LIBOR component of the $25.0 million notional amount.

 

We entered into the above interest rate swap with the objective of eliminating the variability of our interest cost that arises because of changes in the variable interest rate for the designated interest payments.  Changes in the fair value of the interest rate swap were reported as a component of accumulated other comprehensive income or loss ("AOCI").  Additionally, amounts related to the yield adjustment of the hedged interest payments were subsequently reclassified into interest expense in the same period during which the related interest affected earnings.  We reclassified a loss from AOCI, net of tax, in our unaudited condensed consolidated balance sheet to interest expense in our unaudited condensed consolidated statement of income and comprehensive income when the interest rate swap expired on January 7, 2016.  See note 10 for fair value discussion of this interest rate swap.

10


 

 

As of December 29, 2015, we had an interest rate swap designated as a hedging instrument under ASC 815 which was recorded as a derivative liability of $45,000 in other accrued liabilities on the unaudited condensed consolidated balance sheet.

 

The following table summarizes the effect of our interest rate swaps in the unaudited condensed consolidated statements of income and comprehensive income for the 13 and 26 weeks ended June 28, 2016 and June 30, 2015:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

13 Weeks Ended

 

26 Weeks Ended

 

 

   

June 28, 2016

   

June 30, 2015

   

June 28, 2016

   

June 30, 2015

 

Gain recognized in AOCI, net of tax (effective portion) (1)

 

$

 

$

215

 

$

27

 

$

416

 

Loss reclassified from AOCI to income (effective portion) (1)

 

$

 

$

367

 

$

45

 

$

736

 


(1)

The 26 weeks ended June 28, 2016 included the effect of one interest rate swap which expired on January 7, 2016, while the 13 and 26 weeks ended June 30, 2015 included the effect of two interest rate swaps, one of which expired on November 7, 2015.

 

The loss reclassified from AOCI to income was recognized in interest expense on our unaudited condensed consolidated statements of income and comprehensive income. For each of the 13 and 26 weeks ended June 28, 2016 and June 30, 2015, we did not recognize any gain or loss due to hedge ineffectiveness related to the derivative instruments in the unaudited condensed consolidated statements of income and comprehensive income.

 

(6)Recent Accounting Pronouncements

 

Revenue Recognition

(Accounting Standards Update 2014-09, "ASU 2014-09")

 

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in GAAP when it becomes effective.   In July 2015, the FASB approved a one-year deferral of the effective date of the new revenue standard.  ASU 2014-09 is now effective for fiscal years beginning on or after December 15, 2017 (our 2018 fiscal year) with early adoption permitted in the first quarter of 2017.  The standard permits the use of either the retrospective or cumulative effect transition method.   In March and April 2016, the FASB issued the following amendments to clarify the implementation guidance: ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) and ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing.  The standard will not impact our recognition of revenue from company-owned restaurants or our recognition of continuing fees from franchisees, which are based on a percentage of franchise sales.  We are continuing to evaluate the impact the adoption of this standard will have on the recognition of other less significant revenue transactions such as initial fees from franchisees as well as the method of adoption.

 

Inventory

(Accounting Standards Update 2015-11, "ASU 2015-11")

 

In July 2015, the FASB issued ASU 2015-11, Inventory, which simplifies the measurement principle of inventories valued under the First-In, First-Out ("FIFO") or weighted average methods from the lower of cost or market to the lower of cost and net realizable value.  ASU 2015-11 is effective for reporting periods beginning after December 15, 2016 (our 2017 fiscal year).  We do not expect the standard to have a material impact on our consolidated financial position, results of operations or cash flows upon adoption.

 

11


 

Deferred Taxes 

(Accounting Standards Update 2015-17, "ASU 2015-17") 

 

In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes, which requires that deferred tax assets and liabilities be classified as noncurrent on the consolidated balance sheet.  ASU 2015-17 is effective for annual periods beginning after December 15, 2016 (our 2017 fiscal year), including interim periods within those annual periods.  Early adoption is permitted as of the beginning of an interim or annual reporting period.  Upon adoption, ASU 2015-17 may be applied either prospectively or retrospectively.  We do not expect the adoption of this guidance to have a material impact on our consolidated financial position, results of operations or cash flows.

 

Leases

(Accounting Standards Update 2016-02, "ASU 2016-02")

 

In February 2016, the FASB issued ASU 2016-02, Leases, which requires an entity to recognize a right-of-use asset and a lease liability for virtually all leases.  This update also requires additional disclosures about the amount, timing, and uncertainty of cash flows arising from leases.  ASU 2016-02 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018 (our 2019 fiscal year).  Early adoption is permitted.  A modified retrospective approach is required for all leases existing or entered into after the beginning of the earliest comparative period in the consolidated financial statements.  We are currently assessing the impact of this new standard on our consolidated financial position, results of operations and cash flows and we have not determined the effect of the amended guidance on our ongoing financial reporting.

 

Share-Based Compensation

(Accounting Standards Update 2016-09, "ASU 2016-09")

 

In March 2016, the FASB issued ASU 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, which is intended to simplify several aspects of the accounting for share-based payment transactions.  The amendments in this update cover such areas as the recognition 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.  ASU 2016-09 is effective for annual periods beginning after December 15, 2016 (our 2017 fiscal year) and interim periods within those annual periods.  Early adoption is permitted.  We are currently assessing the impact of this new standard on our consolidated financial position, results of operations and cash flows as well as the method of adoption.

 

Financial Instruments

(Accounting Standards Update 2016-13, "ASU 2016-13")

 

In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires measurement and recognition of expected versus incurred losses for financial assets held.  ASU 2016-13 is effective for annual periods beginning after December 15, 2019 (our 2020 fiscal year), with early adoption permitted for annual periods beginning after December 15, 2018.  We are currently assessing the impact of this new standard on our consolidated financial position, results of operations and cash flows.

 

(7)Commitments and Contingencies

 

The estimated cost of completing capital project commitments at June 28, 2016 and December 29, 2015 was approximately $171.8 million and $129.4 million, respectively.

 

Effective December 31, 2013, we sold two restaurants, which operated under the name Aspen Creek, located in Irving, Texas and Louisville, Kentucky. We assigned the leases associated with these restaurants to the acquirer, but remain contingently liable under the terms of the leases if the acquirer defaults. We are contingently liable for the initial terms of the leases and any optional renewal periods. The Irving lease has an initial term that expires December 2019, along with three five-year renewals. The Louisville lease has an initial term that expires November 2023, along with

12


 

three five-year renewals. The assignment of the Louisville lease releases us from liability after the initial lease term expiration contingent upon certain conditions being met by the acquirer.

 

We entered into real estate lease agreements for five restaurant locations, listed in the table below, before granting franchise rights for those restaurants. We have subsequently assigned the leases to the franchisees, but remain contingently liable if a franchisee defaults, under the terms of the lease.

 

 

 

 

 

 

 

 

    

Lease
Assignment Date

    

Current Lease

Term Expiration

 

Everett, Massachusetts(1)

 

September 2002

 

February 2018

 

Longmont, Colorado

 

October 2003

 

May 2019

 

Montgomeryville, Pennsylvania

 

October 2004

 

June 2021

 

Fargo, North Dakota(1)

 

February 2006

 

July 2021

 

Logan, Utah

 

January 2009

 

August 2019

 


(1)

As discussed in note 8, these restaurants are owned, in whole or part, by certain officers, directors and 5% shareholders of the Company.

 

We are contingently liable for the initial terms of the leases and any optional renewal periods. All of the leases have three optional five-year renewals.

 

As of June 28, 2016 and December 29, 2015, we are contingently liable for $16.8 million and $17.2 million, respectively, for the seven leases discussed above.  These amounts represent the maximum potential liability of future payments under the guarantees.  In the event of default, the indemnity and default clauses in our assignment agreements govern our ability to pursue and recover damages incurred.  No material liabilities have been recorded as of June 28, 2016 and December 29, 2015 as the likelihood of default was deemed to be less than probable and the fair value of the guarantees is not considered significant.

 

During the 13 and 26 weeks ended June 28, 2016, we bought most of our beef from three suppliers. Although there are a limited number of beef suppliers, we believe that other suppliers could provide a similar product on comparable terms. A change in suppliers, however, could cause supply shortages, higher costs to secure adequate supplies and a possible loss of sales, which would affect operating results adversely. We have no material minimum purchase commitments with our vendors that extend beyond a year.

 

On September 30, 2011, the U.S. Equal Employment Opportunity Commission ("EEOC") filed a lawsuit styled Equal Employment Opportunity Commission v. Texas Roadhouse, Inc., Texas Roadhouse Holdings LLC and Texas Roadhouse Management Corp. in the United States District Court, District of Massachusetts, Civil Action Number 1:11-cv-11732. The complaint alleges that applicants over the age of 40 were denied employment in our restaurants in bartender, host, server and server assistant positions due to their age.  The EEOC is seeking injunctive relief, remedial actions, payment of damages to the applicants, and costs.  We have filed an answer to the complaint and trial is scheduled for January 2017.  We deny liability and are vigorously defending this case; however, in view of the inherent uncertainties of litigation, the outcome of this case cannot be predicted at this time.  We cannot estimate the amount or range of loss, if any, associated with this matter.

 

On July 15, 2016, the Florida Circuit Court in Palm Beach County approved a settlement agreement styled Andrew Lovett and Semaj Miller, individually and on behalf of others, v. Texas Roadhouse Management Corp. (Case no. 50-2016-CA-007714-MB-AO) resolving alleged violations of the federal Fair Labor Standards Act asserted on behalf of a purported nationwide class of current and former employees in exchange for a settlement payment not to exceed $9.5 million.  To cover the estimated costs of the settlement, including estimated payments to any opt-in members and class attorneys, as well as related settlement administration costs, we recorded a charge of $5.5 million ($3.4 million after-tax) in the first quarter of 2016.  The pre-tax charge was recorded in general and administrative expenses in our unaudited condensed consolidated statements of income and comprehensive income and in other accrued liabilities in our unaudited condensed consolidated balance sheets.  Because the settlement is structured on an opt-in basis, the actual amount of the total settlement payment could vary from our estimate.

 

13


 

Occasionally, we are a defendant in litigation arising in the ordinary course of our business, including "slip and fall" accidents, employment related claims and claims from guests or employees alleging illness, injury or food quality, health or operational concerns.  In the opinion of management, the ultimate disposition of these matters, most of which are covered by insurance, will not have a material adverse effect on our consolidated financial position, results of operations or cash flows.    

 

(8)   Related Party Transactions

 

As of June 28, 2016 and June 30, 2015, we had 10 franchise restaurants owned in whole or part, by certain of our officers, directors and 5% stockholders of the company.  For both of the 13 week periods ended June 28, 2016 and June 30, 2015, these entities paid us fees of approximately $0.5 million.  For the 26 week periods ended June 28, 2016 and June 30, 2015, these entities paid us fees of approximately $1.0 million and $0.9 million, respectively.  As disclosed in note 7, we are contingently liable on leases which are related to two of these restaurants.

 

(9)   Earnings Per Share

 

The share and net income per share data for all periods presented are based on the historical weighted-average shares outstanding.  The diluted earnings per share calculations show the effect of the weighted-average stock options and RSUs outstanding from our equity incentive plans as discussed in note 2.

 

The following table summarizes the nonvested stock and options that were outstanding but not included in the computation of diluted earnings per share because their inclusion would have had an anti-dilutive effect:

 

 

 

 

 

 

 

 

 

 

 

 

 

13 Weeks Ended

 

26 Weeks Ended

 

 

    

June 28, 2016

    

June 30, 2015

    

June 28, 2016

    

June 30, 2015

 

Nonvested stock

 

 

42

 

8,749

 

802

 

Options

 

 

 

 

 

Total

 

 

42

 

8,749

 

802

 

 

PSUs are not included in the diluted earnings per share calculation until the performance-based criteria have been met.  See note 2 for further discussion of PSUs.

 

The following table sets forth the calculation of earnings per share and weighted-average shares outstanding (in thousands) as presented in the accompanying unaudited condensed consolidated statements of income and comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

13 Weeks Ended

 

26 Weeks Ended

 

 

    

June 28, 2016

    

June 30, 2015

    

June 28, 2016

    

June 30, 2015

 

Net income attributable to Texas Roadhouse, Inc. and subsidiaries

 

$

33,605

 

$

21,138

 

$

69,198

 

$

53,430

 

Basic EPS:

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding

 

 

70,368

 

 

70,026

 

 

70,269

 

 

69,933

 

Basic EPS

 

$

0.48

 

$

0.30

 

$

0.98

 

$

0.76

 

Diluted EPS:

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding

 

 

70,368

 

 

70,026

 

 

70,269

 

 

69,933

 

Dilutive effect of stock options and nonvested stock

 

 

508

 

 

622

 

 

571

 

 

655

 

Shares-diluted

 

 

70,876

 

 

70,648

 

 

70,840

 

 

70,588

 

Diluted EPS

 

$

0.47

 

$

0.30

 

$

0.98

 

$

0.76

 

 

 

14


 

 

(10)  Fair Value Measurements

 

ASC 820, Fair Value Measurements and Disclosures ("ASC 820"), establishes a framework for measuring fair value and expands disclosures about fair value measurements.  ASC 820 establishes a three-level hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs in measuring fair value.  The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability on the measurement date.

 

Level 1Inputs based on quoted prices in active markets for identical assets.

Level 2Inputs other than quoted prices included within Level 1 that are observable for the assets, either directly or indirectly.

Level 3Inputs that are unobservable for the asset.

 

There were no transfers among levels within the fair value hierarchy during the 13 and 26 weeks ended June 28, 2016.

 

The following table presents the fair values for our financial assets and liabilities measured on a recurring basis:

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair Value Measurements

 

 

    

Level

    

June 28, 2016

    

December 29, 2015

 

Interest rate swap

 

2

 

$

 

$

(45)

 

Deferred compensation plan—assets

 

1

 

 

19,921

 

 

17,401

 

Deferred compensation plan—liabilities

 

1

 

 

(19,925)

 

 

(17,416)

 

 

As of December 29, 2015, the fair value of our interest rate swap was determined based on industry-standard valuation models.  Such models project future cash flows and discount the future amounts to present value using market-based observable inputs, including interest rate curves.  See note 5 for discussion of our interest rate swap, which expired on January 7, 2016.

 

The Second Amended and Restated Deferred Compensation Plan of Texas Roadhouse Management Corp., as amended, (the "Deferred Compensation Plan") is a nonqualified deferred compensation plan which allows highly compensated employees to defer receipt of a portion of their compensation and contribute such amounts to one or more investment funds held in a rabbi trust. We report the accounts of the rabbi trust in other assets and the corresponding liability in other liabilities in our unaudited condensed consolidated financial statements. These investments are considered trading securities and are reported at fair value based on quoted market prices.  The realized and unrealized holding gains and losses related to these investments, as well as the offsetting compensation expense, are recorded in general and administrative expense in the unaudited condensed consolidated statements of income and comprehensive income.

 

 

At June 28, 2016 and December 29, 2015, the fair values of cash and cash equivalents, accounts receivable and accounts payable approximated their carrying values based on the short-term nature of these instruments.  The fair value of our amended revolving credit facility at June 28, 2016 and December 29, 2015 approximated its carrying value since it is a variable rate credit facility (Level 2).  The fair value of our installment loan is estimated based on the current rates offered to us for instruments of similar terms and maturities. The carrying amounts and related estimated fair values for our installment loan are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 28, 2016

 

December 29, 2015

 

 

    

Carrying

    

Fair

    

Carrying

    

Fair

 

 

 

Amount

 

Value

 

Amount

 

Value

 

Installment loan—Level 2

 

$

623

 

$

736

 

$

694

 

$

779

 

 

 

 

15


 

(11)  Accumulated Other Comprehensive Loss

 

The components of the changes in accumulated other comprehensive loss for the 26 weeks ended June 28, 2016 were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash Flow Hedges

 

Foreign Currency Translation

 

Accumulated Other Comprehensive Loss

 

Balance as of December 29, 2015

    

$

(27)

    

$

(82)

    

$

(109)

  

Other comprehensive loss before reclassifications

 

 

 

 

(66)

 

 

(66)

 

Reclassification adjustments to income (1)

 

 

45

 

 

 

 

45

 

Income taxes

 

 

(18)

 

 

26

 

 

8

 

Balance as of June 28, 2016

 

$

 

$

(122)

 

$

(122)

 


(1)

For further discussion of amounts reclassified to income, see note 5.

 

(12)  Stock Repurchase Program

 

On May 22, 2014, our Board of Directors approved a stock repurchase program under which we may repurchase up to $100.0 million of our common stock.  This stock repurchase program has no expiration date and replaced a previous stock repurchase program which was approved on February 16, 2012. All repurchases to date under our stock repurchase program have been made through open market transactions.  The timing and the amount of any repurchases will be determined by management under parameters established by our Board of Directors, based on an evaluation of our stock price, market conditions and other corporate considerations.

 

We did not repurchase any shares of common stock during the 13 week period ended June 28, 2016. For the 26 week period ended June 28, 2016, we paid approximately $4.1 million to repurchase 114,700 shares of our common stock. As of June 28, 2016, we had approximately $69.9 million remaining under our authorized stock repurchase program.  For the 13 and 26 week periods ended June 30, 2015, we paid approximately $3.1 million to repurchase 88,089 shares of our common stock.

16


 

 

ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

CAUTIONARY STATEMENT

 

This report contains forward-looking statements based on our current expectations, estimates and projections about our industry and certain assumptions made by us.  Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “may,” “will” and variations of these words or similar expressions are intended to identify forward-looking statements.  In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements.  Such statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict.  Therefore, our actual results could differ materially and adversely from those expressed in any forward-looking statements as a result of various factors.  The section entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 29, 2015, in Part II, Item 1A in this Form 10-Q and disclosures in our other Securities and Exchange Commission (“SEC”) filings discuss some of the important risk factors that may affect our business, results of operations, or financial condition.  You should carefully consider those risks, in addition to the other information in this report, and in our other filings with the SEC, before deciding to invest in our Company or to maintain or increase your investment.  We undertake no obligation to revise or update publicly any forward-looking statements for any reason.  The information contained in this Form 10-Q is not a complete description of our business or the risks associated with an investment in our common stock.  We urge you to carefully review and consider the various disclosures made by us in this report and in our other reports filed with the SEC that discuss our business in greater detail and advise interested parties of certain risks, uncertainties and other factors that may affect our business, results of operations or financial condition.

 

OVERVIEW

 

Texas Roadhouse, Inc. is a growing restaurant company operating predominately in the casual dining segment. Our founder, chairman and chief executive officer ("CEO"), W. Kent Taylor, started the business in 1993 with the opening of the first Texas Roadhouse restaurant in Clarksville, Indiana. Since then, we have grown to 499 restaurants in 49 states and five foreign countries. Our mission statement is "Legendary Food, Legendary Service®." Our operating strategy is designed to position each of our restaurants as the local hometown favorite for a broad segment of consumers seeking high quality, affordable meals served with friendly, attentive service. As of June 28, 2016, our 499 restaurants included:

 

·

415 "company restaurants," of which 399 were wholly-owned and 16 were majority-owned.  The results of operations of company restaurants are included in our unaudited condensed consolidated statements of income and comprehensive income. The portion of income attributable to minority interests in company restaurants that are not wholly-owned is reflected in the line item entitled "Net income attributable to noncontrolling interests" in our unaudited condensed consolidated statements of income and comprehensive income.  Of the 415 restaurants we owned and operated as of June 28, 2016, we operated 403 as Texas Roadhouse restaurants and operated 10 as Bubba’s 33 restaurants.  In addition, we operated two restaurants outside of the casual dining segment.

 

·

84 "franchise restaurants," 24 of which we have a 5.0% to 10.0% ownership interest.  The income derived from our minority interests in these franchise restaurants is reported in the line item entitled "Equity income from investments in unconsolidated affiliates" in our unaudited condensed consolidated statements of income and comprehensive income. Additionally, we provide various management services to these franchise restaurants, as well as six additional franchise restaurants in which we have no ownership interest.  All of the franchise restaurants operated as Texas Roadhouse restaurants.

 

We have contractual arrangements which grant us the right to acquire at pre-determined formulas the remaining equity interests in 14 of the 16 majority-owned company restaurants and 68 of the franchise restaurants.

 

Throughout this report, we use the term "restaurants" to include Texas Roadhouse and Bubba’s 33, unless otherwise noted.

17


 <