What changed in this filing

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Item 5. Other Information

2023-11-03 compared with 2023-08-17 · 11 added, 189 removed, 22 unchanged (90% of the section changed)

Other Information

Immaterial Correction of Prior Period Financial Statements

As discussed in Note 1 to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q, the Company discovered a multi-year error in its calculation and recognition of revenue related to gift cards, primarily related to breakage revenue for bonus and discounted gift cards for which no or discounted monetary consideration was received, which resulted in the Company overstating total revenue by $0.2 million for the sixteen weeks ended April 16, 2023, $1.1 million for the year ended December 25, 2022, and $0.5 million for the twenty-eight weeks ended July 10, 2022.

The period (rollover) impact of the error correction on net loss for the year ended December 25, 2022 increased net loss by $1.1 million.

Management has evaluated this misstatement and concluded it was not material to prior periods, individually or in the aggregate.

However, correcting the cumulative effect of the error in the twelve and twenty-eight weeks ended July 9, 2023 would have had a significant effect on the results of operations Therefore, the Company plans to correct the Consolidated Financial Statements for the prior periods that will be presented in the Form 10-K filing for the year ended December 31, 2023.

The Company also plans to correct the comparable Q3 2022 and Q1 2023 Condensed Consolidated Financial Statements that will be presented in the Q3 2023 and Q1 2024 Form 10-Q filings, respectively.

The following table reflects the effects of the correction on all affected line items of the Company's previously reported Condensed Consolidated Financial Statements for the sixteen weeks ended April 16, 2023, which will be corrected in future filings:

CORRECTED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (unaudited)

Sixteen Weeks Ended April 16, 2023

(in thousands) As Previously Reported Adjustment As Corrected

Restaurant revenue $ 406,893 $ — $ 406,893

Franchise and other revenues 11,075 (156) 10,919

Total revenues 417,968 (156) 417,812

Loss before income taxes (3,080) (156) (3,236)

Net loss (3,100) (156) (3,256)

Net loss per share (0.19) (0.01) (0.20)

Total comprehensive loss (3,092) (156) (3,248)

OTHER NON-GAAP INFORMATION:

Adjusted EBITDA 36,080 (156) 35,924

CORRECTED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS ' EQUITY (unaudited)

Sixteen Weeks Ended April 16, 2023

(in thousands) Accumulated Deficit Total Shareholders' Equity

As Previously Reported

Balance, December 25, 2022 $ (50,604) $ 5,375

Net loss (3,100) (3,100)

Balance, April 16, 2023 (53,704) 4,686

Balance, December 25, 2022 (3,586) (3,586)

Net loss (156) (156)

Balance, April 16, 2023 (3,741) (3,741)

Balance, December 25, 2022 (54,190) 1,789

Net loss (3,256) (3,256)

Balance, April 16, 2023 $ (57,445) $ 945

CORRECTED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

Sixteen Weeks Ended April 16, 2023

(in thousands) As Previously Reported Adjustment As Corrected

Net income (loss) $ (3,100) $ (156) $ (3,256)

Gift card breakage (4,965) 156 (4,809)

Unearned revenue (7,949) — (7,949)

The following tables reflect the effects of the correction on all affected line items of the Company's previously reported Consolidated Financial Statements as of and for the year ended December 25, 2022 to be presented as comparative in the Form 10-K for the year ended December 31, 2023:

CORRECTED CONSOLIDATED BALANCE SHEETS (unaudited)

December 25, 2022

(in thousands) As Previously Reported Adjustment As Corrected

Unearned revenue $ 43,358 $ 3,586 $ 46,944

Total current liabilities 216,627 3,586 220,213

Total liabilities 826,770 3,586 830,356

Accumulated deficit (50,604) (3,586) (54,190)

Total stockholders' equity 5,375 (3,586) 1,789

CORRECTED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (unaudited)

Fifty-Two Weeks Ended December 25, 2022

(in thousands) As Previously Reported Adjustment As Corrected

Restaurant revenue $ 1,230,318 $ (129) $ 1,230,189

Franchise and other revenues 16,993 (954) 16,039

Total revenues 1,266,617 (1,083) 1,265,534

Loss before income taxes (77,053) (1,083) (78,136)

Net loss (77,800) (1,083) (78,883)

Net loss per share (4.91) (0.07) (4.98)

Total comprehensive loss (77,835) (1,083) (78,918)

OTHER NON-GAAP INFORMATION:

Adjusted EBITDA 52,789 (679) 52,110

CORRECTED CONSOLIDATED STATEMENTS OF STOCKHOLDERS ' EQUITY (unaudited)

Fifty-Two Weeks Ended December 25, 2022

(in thousands) Retained Earnings/(Accumulated Deficit) Total Shareholders' Equity

As Previously Reported

Balance, December 26, 2021 $ 27,196 $ 76,974

Net loss (77,800) (77,800)

Balance, December 25, 2022 (50,604) 5,375

Balance, December 26, 2021 (2,503) (2,503)

Net loss (1,083) (1,083)

Balance, December 25, 2022 (3,586) (3,586)

Balance, December 26, 2021 24,693 74,471

Net loss (78,883) (78,883)

Balance, December 25, 2022 $ (54,190) $ 1,789

CORRECTED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

Fifty-Two Weeks Ended December 25, 2022

(in thousands) As Previously Reported Adjustment As Corrected

Net loss $ (77,800) $ (1,083) $ (78,883)

Gift card breakage (14,761) 954 (13,807)

Unearned revenue 3,906 129 4,035

The following tables reflect the effects of the correction on all affected line items of the Company's previously reported Condensed Consolidated Financial Statements to be presented as comparative in the Form 10-Q for the twelve and forty weeks ended October 1, 2023:

CORRECTED CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)

December 25, 2022

(in thousands) As Previously Reported Adjustment As Corrected

Unearned revenue $ 43,358 $ 3,586 $ 46,944

Total current liabilities 216,627 3,586 220,213

Total liabilities 826,770 3,586 830,356

Accumulated deficit (50,604) (3,586) (54,190)

Total stockholders' equity 5,375 (3,586) 1,789

CORRECTED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (unaudited)

Twelve Weeks Ended October 2, 2022

Forty Weeks Ended October 2, 2022

(in thousands) As Previously Reported Adjustment As Corrected As Previously Reported Adjustment As Corrected

Restaurant revenue $ 282,449 $ (34) $ 282,415 $ 951,718 $ (85) $ 951,633

Franchise and other revenues 4,439 (49) 4,390 24,810 (508) 24,302

Total revenues 286,888 (83) 286,805 976,528 (593) 975,935

Loss before income taxes (12,610) (83) (12,693) (33,152) (593) (33,744)

Net loss (12,567) (83) (12,650) (33,605) (593) (34,197)

Net loss per share (0.79) (0.01) (0.80) (2.12) (0.04) (2.16)

Total comprehensive loss (12,612) (83) (12,695) (33,656) (593) (34,249)

OTHER NON-GAAP INFORMATION:

Adjusted EBITDA 3,960 (83) 3,877 43,900 (189) 43,711

CORRECTED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS ' EQUITY (unaudited)

Forty Weeks Ended October 2, 2022

(in thousands) Retained Earnings/(Accumulated Deficit) Total Shareholders' Equity

As Previously Reported

Balance, December 26, 2021 $ 27,196 $ 76,974

Net loss (3,105) (3,105)

Balance, April 17, 2022 24,091 76,857

Balance, December 26, 2021 (2,503) (2,503)

Net loss (476) (476)

Balance, April 17, 2022 (2,979) (2,979)

Balance, December 26, 2021 24,693 74,471

Net loss (3,581) (3,581)

Balance, April 17, 2022 21,112 73,878

As Previously Reported

Balance, April 17, 2022 24,091 76,857

Net loss (17,932) (17,932)

Balance, July 10, 2022 6,159 61,575

Balance, April 17, 2022 (2,979) (2,979)

Net loss (34) (34)

Balance, July 10, 2022 (3,013) (3,013)

Balance, April 17, 2022 21,112 73,878

Net loss (17,966) (17,966)

Balance, July 10, 2022 3,146 58,562

As Previously Reported

Balance, July 10, 2022 6,159 61,575

Net loss (12,567) (12,567)

Balance, October 2, 2022 (6,408) 51,627

Balance, July 10, 2022 (3,013) (3,013)

Net loss (83) (83)

Balance, October 2, 2022 (3,096) (3,096)

Balance, July 10, 2022 3,146 58,562

Net loss (12,650) (12,650)

Balance, October 2, 2022 $ (9,504) $ 48,531

CORRECTED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

Forty Weeks Ended October 2, 2022

(in thousands) As Previously Reported Adjustment As Corrected

Net loss $ (33,605) $ (593) $ (34,198)

Gift card breakage (8,289) 508 (7,781)

Unearned revenue (8,386) 85 (8,301)

The following tables reflect the effects of the correction on all affected line items of the Company's previously reported Consolidated Financial Statements to be presented as comparative in the Form 10-K for the year ended December 31, 2023:

CORRECTED CONSOLIDATED BALANCE SHEETS (unaudited)

December 26, 2021

(in thousands) As Previously Reported Adjustment As Corrected

Unearned revenue $ 54,214 $ 2,503 $ 56,717

Total current liabilities 223,300 2,503 225,803

Total liabilities 852,024 2,503 854,527

Retained earnings 27,196 (2,503) 24,693

Total stockholders' equity 76,974 (2,503) 74,471

CORRECTED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (unaudited)

Fifty-Two Weeks Ended December 26, 2021

(in thousands) As Previously Reported Adjustment As Corrected

Restaurant revenue $ 1,137,733 $ (90) $ 1,137,643

Franchise and other revenues 7,109 (351) 6,758

Total revenues 1,162,078 (441) 1,161,637

Loss before income taxes (50,154) (441) (50,595)

Net loss (50,002) (441) (50,443)

Net loss per share (3.19) (0.03) (3.22)

Total comprehensive loss (49,997) (441) (50,438)

OTHER NON-GAAP INFORMATION:

Adjusted EBITDA 63,526 (441) 63,085

CORRECTED CONSOLIDATED STATEMENTS OF STOCKHOLDERS ' EQUITY (unaudited)

Fifty-Two Weeks Ended December 26, 2021

(in thousands) Retained Earnings Total Shareholders' Equity

As Previously Reported

Balance, December 27, 2020 $ 77,198 $ 120,713

Net loss (50,002) (50,002)

Balance, December 26, 2021 27,196 76,974

Balance, December 27, 2020 (2,063) (2,063)

Net loss (441) (441)

Balance, December 26, 2021 (2,503) (2,503)

Balance, December 27, 2020 75,135 118,650

Net loss (50,443) (50,443)

Balance, December 26, 2021 $ 24,693 $ 74,471

CORRECTED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

Fifty-Two Weeks Ended December 26, 2021

(in thousands) As Previously Reported Adjustment As Corrected

Net loss $ (50,002) $ (441) $ (50,443)

Gift card breakage (5,373) 351 (5,022)

Unearned revenue 9,449 90 9,539

Securities Trading Plans of Directors and Executive Officers

During the twelve weeks ended July 9, 2023, none of our directors or officers adopted , modified or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” as such terms are defined under Item 408 of Regulation S-K.

During the twelve weeks ended October 1, 2023, none of our directors or officers adopted , modified or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” as such terms are defined under Item 408 of Regulation S-K.

Number Description

7 unchanged sentences

Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on July 19, 2023.

Severance Agreement by and between Red Robin Gourmet Burgers, Inc.

and Wayne Davis, dated June 8, 2023.

Incorporated by reference to Exhibit 10.1 to our amended Current Report on Form 8-K/A filed on June 9, 2023.

Red Robin Gourmet Burgers, Inc.

Executive Severance Plan.

Incorporated by reference to Exhibit 10.1 to our amended Current Report on Form 8-K filed on August 29, 2023.

Rule 13a-14(a) Certification of Chief Executive Officer

2 unchanged sentences

101 The following financial information from the Quarterly Report on Form 10-Q of Red Robin Gourmet Burgers, Inc.

for the quarter ended July 9, 2023 formatted in XBRL (extensible Business Reporting Language):

(i) Condensed Consolidated Balance Sheets at July 9, 2023 and December 25, 2022;

(ii) Condensed Consolidated Statements of Operations and Comprehensive Loss for the twenty-eight weeks ended July 9, 2023 and July 10, 2022;

(iii) Condensed Consolidated Statements of Stockholders' Equity at July 9, 2023 and July 10, 2022;

(iv) Condensed Consolidated Statements of Cash Flows for the twenty-eight weeks ended July 9, 2023 and July 10, 2022;

for the quarter ended October 1, 2023 formatted in XBRL (extensible Business Reporting Language):

(i) Condensed Consolidated Balance Sheets at October 1, 2023 and December 25, 2022;

(ii) Condensed Consolidated Statements of Operations and Comprehensive Loss for the forty weeks ended October 1, 2023 and October 2, 2022;

(iii) Condensed Consolidated Statements of Stockholders' Equity at October 1, 2023 and October 2, 2022;

(iv) Condensed Consolidated Statements of Cash Flows for the forty weeks ended October 1, 2023 and October 2, 2022;

and (v) the Notes to Condensed Consolidated Financial Statements, tagged as blocks of text.

1 unchanged sentence

( ) Exhibits previously filed in the Company's periodic filings as specifically noted.

* Management contract or compensatory plan or arrangement.

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

RED ROBIN GOURMET BURGERS, INC.

August 17, 2023 By:

November 3, 2023 By:

/s/ Todd Wilson

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information