Red Robin: receives proposal from Vintage Capital

Greenwood Village / CO. (rrgb / sec) Red Robin Gourmet Burgers Inc., a full-service restaurant chain serving an innovative selection of high-quality gourmet burgers in a family-friendly atmosphere, confirmed it has received an unsolicited conditional proposal from Vintage Capital Management LLC to acquire all of the outstanding common shares of Red Robin for USD 40.00 per share in cash.

Red Robin’s Board of Directors and management team are committed to acting in the best interests of the Company and all shareholders. Consistent with its fiduciary duties and in consultation with its independent legal and financial advisors, the Red Robin Board will carefully review and consider the proposal to determine the course of action it believes is in the best interests of the Company’s shareholders.

Evercore is serving as financial advisor to Red Robin and Paul, Weiss, Rifkind, Wharton + Garrison LLP is serving as its legal counsel.
 


Addendum: Red Robin’s Selected Financial Data

The table below contains selected consolidated financial and operating data only for a quick overview. The statement of operations and comprehensive income (loss), cash flow, and balance sheet data for each fiscal year has been derived from Red Robin’s consolidated financial statements. Usually you should read this information together with «Management’s Discussion and Analysis of Financial Condition and Results of Operations», consolidated financial statements and other related notes.

Fiscal Year ended: 2018-12-30 2017-12-31 2016-12-25 2015-12-27 2014-12-28
(amounts in thousands, except per share data) (52 Weeks) (53 Weeks) (52 Weeks) (52 Weeks) (52 Weeks)
Statement of Operations Data:
Revenue:
Restaurant revenue USD 1,316,209 USD 1,365,060 USD 1,280,669 USD 1,238,898 USD 1,129,135
Total revenues(1) 1,338,563 1,387,566 1,303,187 1,265,215 1,153,988
Total costs and expenses(2)(3)(4)(5)(6) 1,349,048 1,348,534 1,291,617 1,198,170 1,109,304
Income (loss) from operations (10,485 ) 39,032 11,570 67,045 44,684
Net income (loss) (6,419 ) 30,019 11,725 47,704 32,561
Earnings per share:
Basic USD (0.49 ) USD 2.33 USD 0.88 USD 3.40 USD 2.29
Diluted USD (0.49 ) USD 2.31 USD 0.87 USD 3.36 USD 2.25
Shares used in computing earnings per share:
Basic 12,976 12,899 13,332 14,042 14,237
Diluted 12,976 12,998 13,462 14,216 14,447
Balance Sheet Data:
Cash and cash equivalents USD 18,569 USD 17,714 USD 11,732 USD 22,705 USD 22,408
Total assets 843,941 910,615 918,545 839,979 735,889
Long-term debt, including current portion 203,575 277,313 347,838 210,847 147,896
Total stockholders’ equity 382,805 387,435 348,053 374,311 359,771
Cash Flow Data:
Net cash provided by operating activities USD 126,295 USD 156,607 USD 98,957 USD 140,923 USD 123,581
Net cash used in investing activities (49,836 ) (83,290 ) (199,379 ) (169,111 ) (155,278 )
Net cash provided by (used in) financing activities (74,298 ) (67,924 ) 89,333 28,767 37,051
Selected Operating Data:
Net sales per square foot in Company-owned restaurants USD 441 USD 461 USD 449 USD 466 USD 462
Total operating weeks(7) 25,165 25,038 23,799 22,006 20,070
Company-owned restaurants open at end of period 484 480 465 439 415
Franchised restaurants open at end of period 89 86 86 99 99
Comparable restaurant net sales (decrease) increase(8)(9)
(2.6 )% 0.7 % (3.3 )% 2.1 % 3.1 %
  1. Franchise and other revenue for 2015 and 2014 were previously reported as USD 18.7 million and USD 17.0 million with adjustments of USD 7.6 million and USD 7.9 million, resulting in an adjusted amount of USD 26.3 million and USD 24.9 million. Please see Note 2, Revenue for a further discussion of reclassifications recorded in connection with Topic 606.
  2. 2018 includes pre-tax non-cash asset impairment charges of USD 28.1 million related to the impairment of 41 restaurants, 19 of which had immaterial impairments, USD 4.8 million related to litigation costs, and USD 2.9 million related to the disposal of smallwares.
  3. 2017 includes pre-tax non-cash asset impairment charges of USD 6.9 million related to the impairment of 13 restaurants.
  4. 2016 includes pre-tax non-cash asset impairment charges of USD 24.4 million related to the impairment of 19 restaurants, USD 2.5 million related to software impairment, and USD 0.8 million related to the relocation of a restaurant. 2016 also includes pre-tax costs of USD 6.7 million related to the closure of nine Red Robin Burger Works restaurants, USD 3.9 million related to litigation costs, and USD 0.7 million related to acquiring 13 franchised restaurants.
  5. 2015 includes pre-tax non-cash asset impairment charges of USD 0.6 million related to the impairment of two restaurants.
  6. 2014 includes pre-tax costs of USD 1.8 million related to acquiring 36 franchised restaurants. 2014 also includes a pre-tax non-cash asset impairment charge of USD 8.8 million, of which USD 7.6 million related to the impairment of in-development software, and USD 1.2 million related to the impairment of three restaurants.
  7. Total operating weeks represent the number of weeks that the Company-owned restaurants were open during the reporting period.
  8. Please see «Management’s Discussion and Analysis of Financial Condition and Results of Operations-Revenues» for a further discussion of our comparable restaurant designation.
  9. Comparable restaurant sales decrease and average annual comparable restaurant sales volumes for 2018 were calculated on a 52-week basis by adjusting fiscal 2017 to exclude the first week of 2017. Comparable restaurant sales decrease and average annual comparable restaurant sales volumes for 2017 were calculated on a 53-week basis by adjusting fiscal year 2016 as if there were 53 weeks.

Red Robin’s Restaurant Data

The following table details data pertaining to the number of Company-owned and franchised restaurants for the fiscal years 2018, 2017, and 2016.

2018 2017 2016
Company-owned:
Beginning of period 480 465 439
Opened during the period 8 18 26
Acquired from franchisee 13
Closed during the period (4 ) (3 ) (13 )
End of period 484 480 465
Franchised:
Beginning of period 86 86 99
Opened during the period 3 1
Sold or closed during the period (1 ) (13 )
End of period 89 86 86
Total number of restaurants 573 566 551
bakenet:eu