UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
OR
For the transition period from to
Commission File Number
(Exact name of registrant specified in its charter)
(State or other jurisdiction of | (IRS Employer | |
incorporation or organization) | Identification Number) |
(Address of principal executive offices) (Zip Code)
(
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
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.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulations S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Accelerated Filer ☐ | Non-accelerated Filer ☐ | Smaller Reporting Company | |
Emerging Growth Company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
The number of shares of common stock outstanding were
TABLE OF CONTENTS
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 25, 2019 |
| December 25, 2018 | |||
Assets | ||||||
Current assets: | ||||||
Cash and cash equivalents | $ | | $ | | ||
Receivables, net of allowance for doubtful accounts of $ |
| |
| | ||
Inventories, net |
| |
| | ||
Prepaid income taxes |
| |
| | ||
Prepaid expenses |
| |
| | ||
Total current assets |
| |
| | ||
Property and equipment, net of accumulated depreciation of $ |
| |
| | ||
Operating lease right-of-use asset | | — | ||||
Goodwill |
| |
| | ||
Intangible assets, net of accumulated amortization of $ |
| |
| | ||
Other assets |
| |
| | ||
Total assets | $ | | $ | | ||
Liabilities and Stockholders’ Equity | ||||||
Current liabilities: | ||||||
Current portion of operating lease liabilities | $ | | $ | — | ||
Accounts payable |
| |
| | ||
Deferred revenue-gift cards |
| |
| | ||
Accrued wages |
| |
| | ||
Income taxes payable | | — | ||||
Accrued taxes and licenses |
| |
| | ||
Dividends payable |
| |
| | ||
Other accrued liabilities |
| |
| | ||
Total current liabilities |
| |
| | ||
Operating lease liabilities, net of current portion | | — | ||||
Restricted stock and other deposits |
| |
| | ||
Deferred rent |
| — |
| | ||
Deferred tax liabilities, net |
| |
| | ||
Other liabilities |
| |
| | ||
Total liabilities |
| |
| | ||
Texas Roadhouse, Inc. and subsidiaries stockholders’ equity: | ||||||
Preferred stock ($ |
| — |
| — | ||
Common stock ($ |
| |
| | ||
Additional paid-in-capital |
| |
| | ||
Retained earnings |
| |
| | ||
Accumulated other comprehensive loss |
| ( |
| ( | ||
Total Texas Roadhouse, Inc. and subsidiaries stockholders’ equity |
| |
| | ||
Noncontrolling interests |
| |
| | ||
Total equity |
| |
| | ||
Total liabilities and equity | $ | | $ | |
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 25, 2019 |
| June 26, 2018 |
| June 25, 2019 |
| June 26, 2018 |
| |||||
Revenue: | |||||||||||||
Restaurant and other sales | $ | | $ | | $ | | $ | | |||||
Franchise royalties and fees | | | | | |||||||||
Total revenue |
| |
| |
| |
| | |||||
Costs and expenses: | |||||||||||||
Restaurant operating costs (excluding depreciation and amortization shown separately below): | |||||||||||||
Cost of sales |
| | | | | ||||||||
Labor |
| | | | | ||||||||
Rent |
| | | | | ||||||||
Other operating |
| | | | | ||||||||
Pre-opening |
| | | | | ||||||||
Depreciation and amortization |
| | | | | ||||||||
Impairment and closure |
| |
| | | | |||||||
General and administrative |
| |
| | | | |||||||
Total costs and expenses |
| |
| |
| |
| | |||||
Income from operations |
| |
| |
| |
| | |||||
Interest income (expense), net |
| | ( | | ( | ||||||||
Equity income from investments in unconsolidated affiliates |
| | | | | ||||||||
Income before taxes | $ | | $ | | $ | | $ | | |||||
Provision for income taxes |
| | | | | ||||||||
Net income including noncontrolling interests | | | $ | | $ | | |||||||
Less: Net income attributable to noncontrolling interests |
| | | | | ||||||||
Net income attributable to Texas Roadhouse, Inc. and subsidiaries | $ | | $ | | $ | | $ | | |||||
Other comprehensive (loss) income, net of tax: | |||||||||||||
Foreign currency translation adjustment, net of tax of $ | ( | ( | | ( | |||||||||
Total other comprehensive (loss) income, net of tax | ( | ( | | ( | |||||||||
Total comprehensive income | $ | | $ | | $ | | $ | | |||||
Net income per common share attributable to Texas Roadhouse, Inc. and subsidiaries: | |||||||||||||
Basic | $ | | $ | | $ | | $ | | |||||
Diluted | $ | | $ | | $ | | $ | | |||||
Weighted average shares outstanding: | |||||||||||||
Basic |
| | | | | ||||||||
Diluted |
| | | | | ||||||||
Cash dividends declared per share | $ | | $ | | $ | | $ | |
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)
For the 13 Weeks Ended June 25, 2019 | ||||||||||||||||||||||||
|
|
|
|
| Accumulated |
| Total Texas |
|
|
| ||||||||||||||
Additional | Other | Roadhouse, Inc. |
| |||||||||||||||||||||
Par | Paid-in- | Retained | Comprehensive | and | Noncontrolling |
| ||||||||||||||||||
Shares | Value | Capital | Earnings | Loss | Subsidiaries | Interests | Total |
| ||||||||||||||||
Balance, March 26, 2019 |
| | $ | | $ | | $ | | $ | ( | $ | | $ | | $ | | ||||||||
Net income |
| — |
| — |
| — |
| |
| — |
| |
| |
| | ||||||||
Other comprehensive loss, net of tax | — | — | — | — | ( | ( | — | ( | ||||||||||||||||
Distributions to noncontrolling interest holders |
| — |
| — |
| — |
| — |
| — |
| — |
| ( |
| ( | ||||||||
Dividends declared ($ |
| — |
| — |
| — |
| ( |
| — |
| ( |
| — |
| ( | ||||||||
Shares issued under share-based compensation plans including tax effects |
| |
| — |
| — |
| — |
| — |
| — |
| — |
| — | ||||||||
Indirect repurchase of shares for minimum tax withholdings |
| ( |
| — |
| ( |
| — |
| — |
| ( |
| — |
| ( | ||||||||
Repurchase of shares of common stock | ( | ( | ( | — | — | ( | — | ( | ||||||||||||||||
Share-based compensation |
| — |
| — |
| |
| — |
| — |
| |
| — |
| | ||||||||
Balance, June 25, 2019 |
| | $ | | $ | | $ | | $ | ( | $ | | $ | | $ | | ||||||||
For the 13 Weeks Ended June 26, 2018 | ||||||||||||||||||||||||
|
|
|
|
| Accumulated |
| Total Texas |
|
| |||||||||||||||
Additional | Other | Roadhouse, Inc. | ||||||||||||||||||||||
Par | Paid-in- | Retained | Comprehensive | and | Noncontrolling | |||||||||||||||||||
Shares | Value | Capital | Earnings | Income (Loss) | Subsidiaries | Interests | Total | |||||||||||||||||
Balance, March 27, 2018 |
| | $ | | $ | | $ | | $ | | $ | | $ | | $ | | ||||||||
Net income |
| — |
| — |
| — |
| |
| — |
| |
| |
| | ||||||||
Other comprehensive loss, net of tax | — | — | — | — | ( | ( | — | ( | ||||||||||||||||
Noncontrolling interest contribution | — | — | — | — | — | — | | | ||||||||||||||||
Contribution from executive officer | — | — | | — | — | | — | | ||||||||||||||||
Distributions to noncontrolling interest holders |
| — |
| — |
| — |
| — |
| — |
| — |
| ( |
| ( | ||||||||
Dividends declared ($ |
| — |
| — |
| — |
| ( |
| — |
| ( |
| — |
| ( | ||||||||
Shares issued under share-based compensation plans including tax effects |
| |
| — |
| — |
| — |
| — |
| — |
| — |
| — | ||||||||
Indirect repurchase of shares for minimum tax withholdings |
| ( |
| — |
| ( |
| — |
| — |
| ( |
| — |
| ( | ||||||||
Share-based compensation |
| — |
| — |
| |
| — |
| — |
| |
| — |
| | ||||||||
Balance, June 26, 2018 |
| | $ | | $ | | $ | | $ | ( | $ | | $ | | $ | |
See accompanying notes to condensed consolidated financial statements.
5
Texas Roadhouse, Inc. and Subsidiaries
Condensed Consolidated Statement of Stockholders' Equity
(in thousands, except share and per share data)
(unaudited)
For the 26 Weeks Ended June 25, 2019 | ||||||||||||||||||||||||
|
|
|
|
| Accumulated |
| Total Texas |
|
|
| ||||||||||||||
Additional | Other | Roadhouse, Inc. |
| |||||||||||||||||||||
Par | Paid-in- | Retained | Comprehensive | and | Noncontrolling |
| ||||||||||||||||||
Shares | Value | Capital | Earnings | Loss | Subsidiaries | Interests | Total |
| ||||||||||||||||
Balance, December 25, 2018 |
| | $ | | $ | | $ | | $ | ( | $ | | $ | | $ | | ||||||||
Net income |
| — |
| — |
| — |
| |
| — |
| |
| |
| | ||||||||
Other comprehensive income, net of tax | — | — | — | — | | | — | | ||||||||||||||||
Distributions to noncontrolling interest holders |
| — |
| — |
| — |
| — |
| — |
| — |
| ( |
| ( | ||||||||
Acquisition of noncontrolling interest and other | — | — | ( | — | — | ( | ( | ( | ||||||||||||||||
Dividends declared ($ |
| — |
| — |
| — |
| ( |
| — |
| ( |
| — |
| ( | ||||||||
Shares issued under share-based compensation plans including tax effects |
| |
| — |
| — |
| — |
| — |
| — |
| — |
| — | ||||||||
Indirect repurchase of shares for minimum tax withholdings |
| ( |
| — |
| ( |
| — |
| — |
| ( |
| — |
| ( | ||||||||
Repurchase of shares of common stock | ( | ( | ( | — | — | ( | — | ( | ||||||||||||||||
Cumulative effect of adoption of ASC 842, Leases, net of tax | — | — | — | ( | — | ( | — | ( | ||||||||||||||||
Share-based compensation |
| — |
| — |
| |
| — |
| — |
| |
| — |
| | ||||||||
Balance, June 25, 2019 |
| | $ | | $ | | $ | | $ | ( | $ | | $ | | $ | | ||||||||
For the 26 Weeks Ended June 26, 2018 | ||||||||||||||||||||||||
|
|
|
|
| Accumulated |
| Total Texas |
|
| |||||||||||||||
Additional | Other | Roadhouse, Inc. | ||||||||||||||||||||||
Par | Paid-in- | Retained | Comprehensive | and | Noncontrolling | |||||||||||||||||||
Shares | Value | Capital | Earnings | Loss | Subsidiaries | Interests | Total | |||||||||||||||||
Balance, December 26, 2017 |
| | $ | | $ | | $ | | $ | ( | $ | | $ | | $ | | ||||||||
Net income |
| — |
| — |
| — |
| |
| — |
| |
| |
| | ||||||||
Other comprehensive loss, net of tax | — | — | — | — | ( | ( | — | ( | ||||||||||||||||
Noncontrolling interest contribution | — | — | — | — | — | — | | | ||||||||||||||||
Contribution from executive officer | — | — | | — | — | | — | | ||||||||||||||||
Distributions to noncontrolling interest holders |
| — |
| — |
| — |
| — |
| — |
| — |
| ( |
| ( | ||||||||
Dividends declared ($ |
| — |
| — |
| — |
| ( |
| — |
| ( |
| — |
| ( | ||||||||
Shares issued under share-based compensation plans including tax effects |
| |
| — |
| — |
| — |
| — |
| — |
| — |
| — | ||||||||
Indirect repurchase of shares for minimum tax withholdings |
| ( |
| — |
| ( |
| — |
| — |
| ( |
| — |
| ( | ||||||||
Cumulative effect of adoption of ASC 606, Revenue from Contracts with Customers, net of tax | — | — | — | ( | — | ( | — | ( | ||||||||||||||||
Share-based compensation |
| — |
| — |
| |
| — |
| — |
| |
| — |
| | ||||||||
Balance, June 26, 2018 |
| | $ | | $ | | $ | | $ | ( | $ | | $ | | $ | | ||||||||
See accompanying notes to condensed consolidated financial statements.
6
Texas Roadhouse, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
26 Weeks Ended | ||||||
| June 25, 2019 |
| June 26, 2018 | |||
Cash flows from operating activities: | ||||||
Net income including noncontrolling interests | $ | | $ | | ||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||
Depreciation and amortization |
| |
| | ||
Deferred income taxes |
| ( |
| | ||
Loss on disposition of assets |
| |
| | ||
Impairment and closure costs |
| |
| — | ||
Contribution from executive officer | — | | ||||
Equity income from investments in unconsolidated affiliates |
| ( |
| ( | ||
Distributions of income received from investments in unconsolidated affiliates |
| |
| | ||
Provision for doubtful accounts |
| ( |
| | ||
Share-based compensation expense |
| |
| | ||
Changes in operating working capital: | ||||||
Receivables |
| |
| | ||
Inventories |
| |
| ( | ||
Prepaid expenses |
| |
| | ||
Other assets |
| ( |
| ( | ||
Accounts payable |
| ( |
| ( | ||
Deferred revenue—gift cards |
| ( |
| ( | ||
Accrued wages |
| |
| | ||
Prepaid income taxes and income taxes payable |
| |
| ( | ||
Accrued taxes and licenses |
| ( |
| ( | ||
Other accrued liabilities |
| |
| | ||
Operating lease right-of-use assets and lease liabilities |
| |
| — | ||
Deferred rent | — | | ||||
Other liabilities |
| |
| | ||
Net cash provided by operating activities |
| |
| | ||
Cash flows from investing activities: | ||||||
Capital expenditures—property and equipment |
| ( | ( | |||
Net cash used in investing activities |
| ( |
| ( | ||
Cash flows from financing activities: | ||||||
Proceeds from noncontrolling interest contribution | — | | ||||
Distributions to noncontrolling interest holders |
| ( | ( | |||
Acquisition of noncontrolling interest | ( | — | ||||
Proceeds from restricted stock and other deposits, net |
| |
| | ||
Indirect repurchase of shares for minimum tax withholdings |
| ( |
| ( | ||
Principal payments on long-term debt and finance lease obligation |
| — |
| ( | ||
Repurchase of shares of common stock |
| ( |
| — | ||
Dividends paid to shareholders |
| ( |
| ( | ||
Net cash used in financing activities |
| ( |
| ( | ||
Net (decrease) increase in cash and cash equivalents |
| ( |
| | ||
Cash and cash equivalents—beginning of period |
| |
| | ||
Cash and cash equivalents—end of period | $ | | $ | | ||
Supplemental disclosures of cash flow information: | ||||||
Interest paid, net of amounts capitalized | $ | | $ | | ||
Income taxes paid | $ | | $ | | ||
Capital expenditures included in current liabilities | $ | | $ | |
See accompanying notes to condensed consolidated financial statements.
7
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 25, 2019 and December 25, 2018 and for the 13 and 26 weeks ended June 25, 2019 and June 26, 2018.
As of June 25, 2019, we owned and operated
As of June 26, 2018, we owned and operated
As of June 25, 2019 and June 26, 2018, we owned a
We have made a number of estimates and assumptions relating to the reporting of assets and liabilities and 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, legal reserves, gift card breakage and third party fees 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 25, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019. 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 25, 2018.
Our significant interim accounting policies include the recognition of income taxes using an estimated annual effective tax rate.
8
(2) Recent Accounting Pronouncements
Leases
(Accounting Standards Codification 842, "ASC 842")
On December 26, 2018, we adopted ASC 842, Leases, which requires an entity to recognize a right-of-use asset and a lease liability for virtually all leases. As further described in note 3, we lease land and/or buildings for the majority of our restaurants under non-cancelable lease agreements. We adopted ASC 842 using a modified retrospective approach. As a result, the comparative financial information has not been updated and the required disclosures prior to the date of adoption have not been updated and continue to be reported under the accounting standards in effect for those periods.
ASC 842 also permitted the election of certain practical expedients upon adoption. We elected the transition package of practical expedients which allowed us to carryforward the historical lease classification. We also elected the practical expedient to not separate lease and non-lease components for all leases entered into after the date of adoption. Finally, we elected the hindsight practical expedient which required us to assess the lease term for all existing leases. This resulted in extending the terms for certain existing leases in which renewal options had already been exercised or were reasonably certain of being exercised and shortening the terms for certain existing leases in which renewal options were not reasonably certain of being exercised. As a result of the hindsight election, we recorded a $
The adoption of this standard had a significant impact on our consolidated balance sheet. There was no significant impact to our results of operations or cash flows. This standard did not have a significant impact on our liquidity or on our compliance with our financial covenants associated with our credit facility.
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 statements.
Goodwill
(Accounting Standards Update 2017-04, "ASU 2017-04")
In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, which simplifies the accounting for goodwill impairment and is expected to reduce the cost and complexity of accounting for goodwill. ASU 2017-04 removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. Instead, goodwill impairment will be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of the goodwill. ASU 2017-04 is effective for fiscal years beginning after December 15, 2019 (our 2020 fiscal year) and will be applied on a prospective basis. Early adoption is permitted for interim and annual goodwill impairment tests performed on testing dates after January 1, 2017. We are currently assessing the impact of this new standard on our consolidated financial statements.
Fair Value Measurement
(Accounting Standards Update 2018-13, "ASU 2018-13")
In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement, which eliminates, modifies and adds disclosure requirements for fair value measurements. ASU 2018-13 is effective for fiscal years beginning after December 15, 2019 (our 2020 fiscal year) and for interim periods within those years, with early adoption permitted. We are currently assessing the impact of this new standard on our consolidated financial statements.
9
(3) Leases
We recognize right-of-use assets and lease liabilities for both real estate and equipment leases that have a term in excess of
Leases | ||||||||
Real estate | Equipment | Total | ||||||
Operating lease right-of-use assets | $ | | $ | | $ | | ||
Current portion of operating lease liabilities | | | | |||||
Operating lease liabilities, net of current portion | | | | |||||
Total operating lease liabilities | $ | | $ | | $ | | ||
Information related to our real estate leases as of and for the 13 and 26 week periods ended June 25, 2019 was as follows (in thousands):
13 Weeks Ended | 26 Weeks Ended | ||||
Real estate costs | June 25, 2019 | June 25, 2019 | |||
Operating lease | $ | | $ | | |
Variable lease | | | |||
Short-term lease | | | |||
Total lease costs | $ | | $ | | |