UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
OR
For the transition period from to
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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 29, 2021 |
| December 29, 2020 |
| |||
Assets | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | | $ | | |||
Receivables, net of allowance for doubtful accounts of $ |
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Inventories, net |
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Prepaid income taxes |
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Prepaid expenses and other current assets |
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Total current assets |
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Property and equipment, net of accumulated depreciation of $ |
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Operating lease right-of-use assets, net | | | |||||
Goodwill |
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Intangible assets, net of accumulated amortization of $ |
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Other assets |
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Total assets | $ | | $ | | |||
Liabilities and Stockholders’ Equity | |||||||
Current liabilities: | |||||||
Current portion of operating lease liabilities | $ | | $ | | |||
Current maturities of long-term debt | — | | |||||
Accounts payable |
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Deferred revenue-gift cards |
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Accrued wages and payroll taxes |
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Income taxes payable | | | |||||
Accrued taxes and licenses |
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Other accrued liabilities |
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Total current liabilities |
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Operating lease liabilities, net of current portion | | | |||||
Long-term debt |
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Restricted stock and other deposits |
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Deferred tax liabilities, net |
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Other liabilities |
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Total liabilities |
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Texas Roadhouse, Inc. and subsidiaries stockholders’ equity: | |||||||
Preferred stock ($ |
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Common stock ($ |
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Additional paid-in-capital |
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Retained earnings |
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Accumulated other comprehensive loss |
| ( |
| ( | |||
Total Texas Roadhouse, Inc. and subsidiaries stockholders’ equity |
| |
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Noncontrolling interests |
| |
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Total equity |
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Total liabilities and equity | $ | | $ | |
See accompanying notes to condensed consolidated financial statements.
3
Texas Roadhouse, Inc. and Subsidiaries
Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss)
(in thousands, except per share data)
(unaudited)
13 Weeks Ended | 26 Weeks Ended | ||||||||||||
| June 29, 2021 |
| June 30, 2020 |
| June 29, 2021 |
| June 30, 2020 |
| |||||
Revenue: | |||||||||||||
Restaurant and other sales | $ | | $ | | $ | | $ | | |||||
Franchise royalties and fees | | | | | |||||||||
Total revenue |
| |
| |
| |
| | |||||
Costs and expenses: | |||||||||||||
Restaurant operating costs (excluding depreciation and amortization shown separately below): | |||||||||||||
Food and beverage |
| | | | | ||||||||
Labor |
| | | | | ||||||||
Rent |
| | | | | ||||||||
Other operating |
| | | | | ||||||||
Pre-opening |
| | | | | ||||||||
Depreciation and amortization |
| | | | | ||||||||
Impairment and closure, net |
| | ( | | | ||||||||
General and administrative |
| | | | | ||||||||
Total costs and expenses |
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| |
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Income (loss) from operations |
| |
| ( |
| |
| ( | |||||
Interest expense, net |
| | | | | ||||||||
Equity income (loss) from investments in unconsolidated affiliates |
| | ( | | ( | ||||||||
Income (loss) before taxes | $ | | $ | ( | $ | | $ | ( | |||||
Income tax expense (benefit) |
| | ( | | ( | ||||||||
Net income (loss) including noncontrolling interests | | ( | $ | | $ | ( | |||||||
Less: Net income attributable to noncontrolling interests |
| | | | | ||||||||
Net income (loss) attributable to Texas Roadhouse, Inc. and subsidiaries | $ | | $ | ( | $ | | $ | ( | |||||
Other comprehensive income (loss), net of tax: | |||||||||||||
Foreign currency translation adjustment, net of tax of ($ | | | | ( | |||||||||
Total comprehensive income (loss) | $ | | $ | ( | $ | | $ | ( | |||||
Net income (loss) 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 29, 2021 | ||||||||||||||||||||||||
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| Accumulated |
| Total Texas |
|
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Additional | Other | Roadhouse, Inc. |
| |||||||||||||||||||||
Par | Paid-in- | Retained | Comprehensive | and | Noncontrolling |
| ||||||||||||||||||
Shares | Value | Capital | Earnings | Loss | Subsidiaries | Interests | Total |
| ||||||||||||||||
Balance, March 30, 2021 |
| | $ | | $ | | $ | | $ | ( | $ | | $ | | $ | | ||||||||
Net income |
| — |
| — |
| — |
| |
| — |
| |
| |
| | ||||||||
Other comprehensive income, 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 |
| ( |
| — |
| ( |
| — |
| — |
| ( |
| — |
| ( | ||||||||
Share-based compensation |
| — |
| — |
| |
| — |
| — |
| |
| — |
| | ||||||||
Balance, June 29, 2021 |
| | $ | | $ | | $ | | $ | ( | $ | | $ | | $ | | ||||||||
For the 13 Weeks Ended June 30, 2020 | ||||||||||||||||||||||||
|
|
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| Accumulated |
| Total Texas |
|
| |||||||||||||||
Additional | Other | Roadhouse, Inc. | ||||||||||||||||||||||
Par | Paid-in- | Retained | Comprehensive | and | Noncontrolling | |||||||||||||||||||
Shares | Value | Capital | Earnings | Loss | Subsidiaries | Interests | Total | |||||||||||||||||
Balance, March 31, 2020 |
| | $ | | $ | | $ | | $ | ( | $ | | $ | | $ | | ||||||||
Net (loss) income |
| — |
| — |
| — |
| ( |
| — |
| ( |
| |
| ( | ||||||||
Other comprehensive income, net of tax | — | — | — | — | | | — | | ||||||||||||||||
Shares issued under share-based compensation plans including tax effects |
| |
| — |
| — |
| — |
| — |
| — |
| — |
| — | ||||||||
Indirect repurchase of shares for minimum tax withholdings |
| ( |
| — |
| ( |
| — |
| — |
| ( |
| — |
| ( | ||||||||
Share-based compensation |
| — |
| — |
| |
| — |
| — |
| |
| — |
| | ||||||||
Balance, June 30, 2020 |
| | $ | | $ | | $ | | $ | ( | $ | | $ | | $ | |
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 29, 2021 | ||||||||||||||||||||||||
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| 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, 2020 |
| | $ | | $ | | $ | | $ | ( | $ | | $ | | $ | | ||||||||
Net income |
| — |
| — |
| — |
| |
| — |
| |
| |
| | ||||||||
Other comprehensive income, 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 |
| ( |
| — |
| ( |
| — |
| — |
| ( |
| — |
| ( | ||||||||
Share-based compensation |
| — |
| — |
| |
| — |
| — |
| |
| — |
| | ||||||||
Balance, June 29, 2021 |
| | $ | | $ | | $ | | $ | ( | $ | | $ | | $ | | ||||||||
For the 26 Weeks Ended June 30, 2020 | ||||||||||||||||||||||||
|
|
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|
| Accumulated |
| Total Texas |
|
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Additional | Other | Roadhouse, Inc. | ||||||||||||||||||||||
Par | Paid-in- | Retained | Comprehensive | and | Noncontrolling | |||||||||||||||||||
Shares | Value | Capital | Earnings | Loss | Subsidiaries | Interests | Total | |||||||||||||||||
Balance, December 31, 2019 |
| | $ | | $ | | $ | | $ | ( | $ | | $ | | $ | | ||||||||
Net (loss) 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 30, 2020 |
| | $ | | $ | | $ | | $ | ( | $ | | $ | | $ | | ||||||||
6
Texas Roadhouse, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
26 Weeks Ended | |||||||
| June 29, 2021 |
| June 30, 2020 | ||||
Cash flows from operating activities: | |||||||
Net income (loss) including noncontrolling interests | $ | | $ | ( | |||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||||
Depreciation and amortization |
| |
| | |||
Deferred income taxes |
| |
| ( | |||
Loss on disposition of assets |
| |
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Impairment and closure costs |
| |
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Equity income (loss) from investments in unconsolidated affiliates |
| ( |
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Distributions of income received from investments in unconsolidated affiliates |
| |
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Provision for doubtful accounts |
| ( |
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Share-based compensation expense |
| |
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Changes in operating working capital: | |||||||
Receivables |
| |
| | |||
Inventories |
| ( |
| ( | |||
Prepaid expenses and other current assets |
| |
| | |||
Other assets |
| ( |
| ( | |||
Accounts payable |
| |
| ( | |||
Deferred revenue—gift cards |
| ( |
| ( | |||
Accrued wages and payroll taxes |
| |
| ( | |||
Prepaid income taxes and income taxes payable |
| |
| ( | |||
Accrued taxes and licenses |
| |
| ( | |||
Other accrued liabilities |
| |
| | |||
Operating lease right-of-use assets and lease liabilities |
| |
| | |||
Other liabilities |
| |
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Net cash provided by operating activities |
| |
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Cash flows from investing activities: | |||||||
Capital expenditures—property and equipment |
| ( | ( | ||||
Proceeds from sale leaseback transactions |
| |
| | |||
Net cash used in investing activities |
| ( |
| ( | |||
Cash flows from financing activities: | |||||||
(Payments on) proceeds from revolving credit facility, net | ( | | |||||
Debt issuance costs | ( | ( | |||||
Distributions to noncontrolling interest holders |
| ( | ( | ||||
Proceeds from (payments on) restricted stock and other deposits, net |
| | ( | ||||
Indirect repurchase of shares for minimum tax withholdings |
| ( | ( | ||||
Repurchase of shares of common stock |
| — | ( | ||||
Dividends paid to shareholders |
| ( | ( | ||||
Net cash (used in) provided by financing activities |
| ( |
| | |||
Net 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 29, 2021 and December 29, 2020 and for the 13 and 26 weeks ended June 29, 2021 and June 30, 2020.
As of June 29, 2021, we owned and operated
As of June 30, 2020, we owned and operated
As of June 29, 2021 and June 30, 2020, 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 (the "SEC"). Operating results for the 13 and 26 weeks ended June 29, 2021 are not necessarily indicative of the results that may be expected for the year ending December 28, 2021. 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, 2020.
Our significant interim accounting policies include the recognition of income taxes using an estimated annual effective tax rate.
8
Risks and Uncertainties
The Company continues to be subject to risks and uncertainties as a result of the COVID-19 pandemic (the “pandemic”). These include state and local restrictions on restaurants, some of which have limited capacity or seating in the dining rooms while others have allowed To-Go or curbside service only. As of June 29, 2021, nearly all of our domestic company and franchise locations were operating without restriction. As of June 30, 2020, nearly all of our domestic company and franchise restaurants had re-opened their dining rooms under various limited capacity restrictions.
As a result of these restrictions, we developed a hybrid operating model to accommodate our dining room restrictions together with enhanced To-Go. We continue to see increased sales in our To-Go program over pre-pandemic levels, even with dining rooms re-opened and operating with fewer restrictions, which has offset the decrease in dining room traffic. We cannot predict how long we will continue to be impacted by the pandemic, the extent to which our dining rooms will have to close again, or if the increased sales in our To-Go program will continue. The extent to which COVID-19 impacts our business, results of operations, or financial condition will depend on future developments which are outside of our control, including the efficacy and public acceptance of vaccination programs in curbing the spread of the virus, the introduction and spread of new variants of the virus, which may prove resistant to currently approved vaccines, and new or reinstated restrictions on our operations. In addition, significant items subject to estimates and assumptions including the carrying amount of property and equipment, goodwill, and lease related assets could be impacted.
(2) Recent Accounting Pronouncements
Income Taxes
(Accounting Standards Update 2019-12, "ASU 2019-12")
In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which removed certain exceptions related to the approach for intraperiod tax allocations, the calculation of income taxes in interim periods, and the recognition of deferred taxes for investments. This guidance also simplified aspects of accounting for recognizing deferred taxes for taxable goodwill. We adopted ASU 2019-12 as of the beginning of our 2021 fiscal year. The adoption of this standard did not have a significant impact on our condensed consolidated financial statements.
Reference Rate Reform
(Accounting Standards Update 2020-04, "ASU 2020-04")
In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides temporary optional expedients and exceptions to the current guidance on contract modifications and hedge accounting. These changes are intended to simplify the market transition from the London Interbank Offered Rate ("LIBOR") and other interbank offered rates to alternative reference rates. This guidance is effective upon issuance to modifications made as early as the beginning of the interim period through December 31, 2022. We are currently assessing the impact of this new standard on our condensed consolidated financial statements.
(3) Long-term Debt
On May 4, 2021, we entered into an agreement to amend our revolving credit facility with a syndicate of commercial lenders led by JPMorgan Chase Bank, N.A. and PNC Bank, N.A. The amended revolving credit facility remains an unsecured, revolving credit agreement and has a borrowing capacity of up to $
9
Prior to the amendment, our original revolving credit facility had a borrowing capacity of up to $
As of May 4, 2021, before the amendment, we had $
The terms of the amendment require us to pay interest on outstanding borrowings at LIBOR plus a margin of
As of June 29, 2021, we had $
As of December 29, 2020, we had $
The weighted-average interest rate for the $
The lenders’ obligation to extend credit pursuant to the revolving credit facility depends on us maintaining certain financial covenants. We were in compliance with all financial covenants as of June 29, 2021.
(4) Revenue
The following table disaggregates our revenue by major source (in thousands):
13 weeks ended | 26 weeks ended | ||||||||||
June 29, 2021 | June 30, 2020 | June 29, 2021 | June 30, 2020 | ||||||||
Restaurant and other sales | $ | | $ | | $ | | $ | | |||
Franchise royalties | | | | | |||||||
Franchise fees | | | | | |||||||
Total revenue | $ | | $ | |