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Item 2. Management’s Discussion and Analysis

2024-11-06 compared with 2024-08-22 · 120 added, 123 removed, 312 unchanged (44% of the section changed)

1 unchanged sentence

Management's Discussion and Analysis of Financial Condition and Results of Operations provides a narrative of our financial performance and condition that should be read in conjunction with the accompanying Condensed Consolidated Financial Statements.

References to the second quarter and year to date periods of fiscal 2024 and fiscal 2023 refer to the twelve and twenty-eight weeks ended July 14, 2024 and July 9, 2023, respectively.

References to the third quarter and year to date periods of fiscal 2024 and fiscal 2023 refer to the twelve and forty weeks ended October 6, 2024 and October 1, 2023, respectively.

Description of Business

Red Robin Gourmet Burgers, Inc., a Delaware corporation, together with its subsidiaries ("Red Robin," "we," "us," "our," or the "Company"), primarily operates, franchises, and develops full-service restaurants with 500 locations in North America.

As of July 14, 2024, the Company owned 411 restaurants located in 39 states, and had 92 franchised restaurants in 14 states and one Canadian province.

As of October 6, 2024, the Company owned 408 restaurants located in 39 states, and had 92 franchised restaurants in 14 states and one Canadian province.

The Company operates its business as one operating and one reportable segment.

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We also earn revenue from royalties and fees from franchised restaurants.

Highlights for the Second Quarter of Fiscal 2024, Compared to the Second Quarter of Fiscal 2023:

• Total revenues are $300.2 million, an increase of $1.5 million.

• Comparable restaurant revenue (1) declined 0.8% excluding a deferred revenue benefit led by the change in the Company's loyalty program.

Including this benefit, Comparable restaurant revenue (1) increased 1.4%.

• Net loss is $9.5 million, compared to net income of $3.9 million last year.

Highlights for the Third Quarter of Fiscal 2024, Compared to the Third Quarter of Fiscal 2023:

• Total revenues are $274.6 million, a decrease of $2.9 million.

• Comparable restaurant revenue (1) increased 0.6%.

• Net loss is $18.9 million, compared to a net loss of $8.2 million last year.

• Adjusted EBITDA (2) is $2.1 million compared to $6.8 million last year.

• Subsequent to the close of the second quarter, executed an amendment to the credit agreement that revises financial covenants and expands revolver capacity.

• Relaunched Loyalty Program increased to 14.5 million members compared to 13.1 million last year.

• Subsequent to the close of the third quarter, executed an amendment to the credit agreement that extends the adjustments to the financial covenants and expanded revolver capacity through the first quarter of fiscal 2026.

Highlights for the Year to Date Period of Fiscal 2024, Compared to the Year to Date Period of Fiscal 2023:

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Including this benefit, Comparable restaurant revenue (1) declined 2.1%.

• Net loss is $18.9 million, compared to net income of $0.7 million last year.

• Net loss is $37.8 million, compared to net loss of $7.5 million last year.

• Adjusted EBITDA (2) is $26.1 million compared to $58.3 million last year.

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Restaurant Revenue, compared to the same quarter in the prior year, is presented in the table below:

(Dollars in millions) Twelve Weeks Ended Twenty-Eight Weeks Ended

Restaurant Revenue for the period ended July 9, 2023

(Dollars in millions) Twelve Weeks Ended Forty Weeks Ended

Restaurant Revenue for the period ended October 1, 2023

$ 273.1 $ 973.3

2 unchanged sentences

Total increase/(decrease) (2.6) (29.7)

Restaurant Revenue for the period ended July 14, 2024

Restaurant Revenue for the period ended October 6, 2024

$ 270.5 $ 943.6

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The following table details restaurant unit data for our Company-owned and franchised locations for the periods presented:

Twelve Weeks Ended Twenty-Eight Weeks Ended

July 14, 2024 July 9, 2023 July 14, 2024 July 9, 2023

Twelve Weeks Ended Forty Weeks Ended

October 6, 2024 October 1, 2023 October 6, 2024 October 1, 2023

Company-owned:

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The change did not have a material impact on previously reported results and as such, prior periods were not revised to reflect the new definition.

For the second quarter and year to date periods of fiscal 2024, there were 405 and 404 comparable restaurants, respectively.

The following table presents total Company-owned and franchised restaurants by state or province as of July 14, 2024:

For the third quarter and year to date periods of fiscal 2024, there were 402 and 401 comparable restaurants, respectively.

The following table presents total Company-owned and franchised restaurants by state or province as of October 6, 2024:

Company-Owned Restaurants Franchised Restaurants

15 unchanged sentences

Our operating results may fluctuate significantly as a result of a variety of factors, and operating results for any period presented are not necessarily indicative of results for a full fiscal year.

Twelve Weeks Ended Twenty-Eight Weeks Ended

(Dollars in thousands) July 14, 2024 July 9, 2023 July 14, 2024 July 9, 2023

Twelve Weeks Ended Forty Weeks Ended

(Dollars in thousands) October 6, 2024 October 1, 2023 October 6, 2024 October 1, 2023

Restaurant revenue 98.5 % 98.4 % 98.0 % 97.9 %

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Interest income and other, net (0.1) (0.2) (0.1) (0.1)

Income (loss) before income taxes (3.2) 1.4 (2.7) 0.1

Loss before income taxes (6.9) (2.8) (3.9) (0.7)

Income tax provision (benefit) — 0.1 — —

Net income (loss) (3.2) % 1.3 % (2.8) % 0.1 %

Net loss (6.9) % (2.9) % (3.9) % (0.8) %

(1) Expressed as a percentage of restaurant revenue.

Twelve Weeks Ended Twenty-Eight Weeks Ended

(Dollars in thousands) July 14, 2024 July 9, 2023 Percent Change July 14, 2024 July 9, 2023 Percent Change

Twelve Weeks Ended Forty Weeks Ended

(Dollars in thousands) October 6, 2024 October 1, 2023 Percent Change October 6, 2024 October 1, 2023 Percent Change

Restaurant revenue $ 270,605 $ 273,133 (0.9) % $ 943,630 $ 973,307 (3.0) %

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Total operating weeks 4,920 5,005 (1.7) % 16,480 16,653 (1.0) %

Restaurant revenue, which comprises primarily food and beverage sales, increased $1.2 million, or 0.4%, in the second quarter of fiscal 2024 , as compared to the comparable period of 2023.

Restaurant revenue increased primarily due to a benefit resulting from a change in the Company's loyalty program.

Excluding this benefit, comparable restaurant revenue declined 0.8%.

Including this benefit, comparable restaurant revenue increased 1.4%.

Comparable restaurant revenue reflects a 6.7% decrease in Guest count, offset in part by a 5.9% increase in average Guest check.

The increase in average Guest check resulted from a 7.6% increase in menu prices, partially offset by a 0.9% decrease from menu mix and a 0.8% decrease from discounts.

The decrease in menu mix was primarily driven by Guests shifting visits from third party delivery platforms with elevated menu prices, to dine in visits at standard menu prices, and reduced incidence of add on menu items.

Dine -in sales compris ed 76.8% o f total food and beverage sales during the second quarter of 2024, as compared to 74.7% in the same period in 2023.

Restaurant revenue, which is comprised primarily of food and beverage sales, decreased $2.5 million, or 0.9%, in the third quarter of fiscal 2024, as compared to the comparable period of 2023.

Restaurant revenue decreased primarily due to the closure of 9 locations subsequent to October 1, 2023.

Comparable restaurant revenue increased 0.6% and includes a 4.9% increase in average Guest check offset in part by a 4.3% decrease in Guest count.

The increase in average Guest check resulted from a 7.5% increase in menu prices, partially offset by a 1.1% decrease from menu mix and a 1.4% decrease from additional discounts.

The decrease in menu mix was primarily driven by greater incidence of promotional menu items offered at reduced prices.

Restaurant revenue decreased $29.7 million or 3.0% in the year to date period of fiscal 2024, as compared to the same period of 2023.

Restaurant revenue decreased primarily due to a 4.0% decrease in comparable restaurant revenue led by the change in the Company's loyalty program.

Including the benefit of loyalty adjustments, comparable restaurant revenue decreased 3.2%.

Comparable restaurant revenue reflects an 8.3% decrease in Guest count, partially offset by a 4.3% increase in average Guest check.

Restaurant revenue decreased primarily due to a 2.1% decrease in comparable restaurant revenue inclusive of a benefit from the change in the Company's loyalty program.

Comparable restaurant revenue reflects a 6.5% decrease in Guest count, partially offset by a 4.4% increase in average Guest check.

The decrease in Guest count is due in part to overlapping elevated performance in the first quarter of fiscal 2023, our exit of virtual brands in the third quarter of fiscal 2023, and adverse weather impacts during the first quarter of fiscal 2024.

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Average weekly net sales volumes are calculated as the total restaurant revenue for all Company-owned Red Robin restaurants for each time period presented, divided by the number of operating weeks in the period.

Franchise revenue increased by $0.7 million, or 21.0%, in the second quarter of fiscal 2024 compared to the same period of 2023, primarily due to an increase in franchisee contributions.

The increase in 2024 follows a reduction in 2023, and returns franchisee contributions to their typical historical level.

Franchise restaurants reported a decrease of 1.7% in comparable restaurant revenue in the second quarter of fiscal 2024 and a decrease of 3.2% for the year to date period of fiscal 2024 compared to the same periods in fiscal 2023.

Other revenue decreased $0.4 million and $1.4 million in the second quarter and year to date periods of fiscal 2024 compared to 2023, primarily related to business interruption insurance recoveries recognized in 2023.

Franchise revenue decreased by $0.4 million, or 12.0%, in the third quarter of fiscal 2024 compared to the same period of 2023, primarily due to a decrease in franchisee contributions.

Franchise revenue increased by $0.4 million, or 3.2%, in the year to date period of fiscal 2024 compared to the same period of 2023, primarily due to an increase in franchisee contributions.

Franchisee contributions were reduced in the third quarter of fiscal 2024 in line with the reduction in overall selling expense, following an increase in the first half of fiscal 2024.

Franchise restaurants reported a decrease of 1.6% in comparable restaurant revenue in the third quarter of fiscal 2024 and a decrease of 2.7% for the year to date period of fiscal 2024 compared to the same periods in fiscal 2023.

Other revenue did not change and decreased $1.4 million in the third quarter and year to date periods of fiscal 2024 compared to 2023, respectively.

The decrease in the year to date period of fiscal 2024 compared to 2023 is primarily related to business interruption insurance recoveries recognized in 2023.

Cost of Sales

Twelve Weeks Ended Twenty-Eight Weeks Ended

(In thousands, except percentages) July 14, 2024 July 9, 2023 Percent Change July 14, 2024 July 9, 2023 Percent Change

Twelve Weeks Ended Forty Weeks Ended

(In thousands, except percentages) October 6, 2024 October 1, 2023 Percent Change October 6, 2024 October 1, 2023 Percent Change

Cost of sales $ 65,105 $ 65,128 — % $ 224,759 $ 236,171 (4.8) %

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Cost of sales, which comprises food and beverage costs, is variable and generally fluctuates with sales volume.

Cost of sales as a percentage of restaurant revenue decreased 70 basis points for the second quarter of fiscal 2024 as compared to the comparable period in 2023.

The improvement was primarily driven by menu price increases and implementation of various cost savings initiatives, partially offset by negative product mix and commodity inflation.

Cost of sales as a percentage of restaurant revenue increased 30 basis points for the third quarter of fiscal 2024 as compared to the comparable period in 2023.

The increase was primarily driven by commodity inflation, product mix shift to higher cost menu items, and higher discounts, partially offset by menu price increases and vendor contributions to support our Managing Partner conference recorded as a reduction to cost of sales.

Cost of sales as a percentage of restaurant revenue decreased 50 basis points for the year to date period of fiscal 2024 as compared to the comparable period in 2023.

The improvement was primarily driven by menu price increases and implementation of various cost savings initiatives, partially offset by product mix shifts to higher cost menu items and commodity inflation.

Twelve Weeks Ended Twenty-Eight Weeks Ended

(In thousands, except percentages) July 14, 2024 July 9, 2023 Percent Change July 14, 2024 July 9, 2023 Percent Change

Twelve Weeks Ended Forty Weeks Ended

(In thousands, except percentages) October 6, 2024 October 1, 2023 Percent Change October 6, 2024 October 1, 2023 Percent Change

Labor $ 107,692 $ 103,741 3.8 % $ 370,559 $ 358,841 3.3 %

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Labor costs include restaurant level hourly wages and management salaries as well as related taxes and benefits.

For the second quarter of fiscal 2024, labor as a percentage of restaurant revenue increased 130 basis points compared to the same period in 2023.

The increase was primarily driven by strategic investments in hourly and management labor, increased incentive compensation related to a new partner bonus plan, and higher group health insurance costs.

For the third quarter of fiscal 2024, labor as a percentage of restaurant revenue increased 180 basis points compared to the same period in 2023.

The increase was primarily driven by strategic investments in management labor and incentive compensation related to a new partner bonus plan, increased hourly labor costs, and higher workers compensation insurance costs.

For the year to date period of fiscal 2024, labor as a percentage of restaurant revenue increased 240 basis points compared to the same period in 2023.

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Other Operating

Twelve Weeks Ended Twenty-Eight Weeks Ended

(In thousands, except percentages) July 14, 2024 July 9, 2023 Percent Change July 14, 2024 July 9, 2023 Percent Change

Twelve Weeks Ended Forty Weeks Ended

(In thousands, except percentages) October 6, 2024 October 1, 2023 Percent Change October 6, 2024 October 1, 2023 Percent Change

Other operating $ 49,740 $ 50,351 (1.2) % $ 168,014 $ 174,243 (3.6) %

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Other operating costs include costs such as repair and maintenance costs, restaurant supplies, utilities, restaurant technology, and other miscellaneous costs.

For the second quarter of fiscal 2024, other operating costs as a percentage of restaurant revenue decreased 10 basis points as compared to the comparable period in 2023.

The decrease was primarily driven by reduced third party commission expenses associated with lower off premise mix and lower commission rates, partially offset by higher utilities costs.

For the year to date period of fiscal 2024, other operating costs as a percentage of restaurant revenue decreased 10 basis points as compared to the comparable period in 2023.

For the third quarter of fiscal 2024, other operating costs as a percentage of restaurant revenue is unchanged compared to the same period in 2023.

For the year to date period of fiscal 2024, other operating costs as a percentage of restaurant revenue decreased 10 basis points as compared to the same period in 2023.

The decrease was primarily driven by reduced third party commission expenses associated with lower off premise mix and lower commission rates.

Twelve Weeks Ended Twenty-Eight Weeks Ended

(In thousands, except percentages) July 14, 2024 July 9, 2023 Percent Change July 14, 2024 July 9, 2023 Percent Change

Twelve Weeks Ended Forty Weeks Ended

(In thousands, except percentages) October 6, 2024 October 1, 2023 Percent Change October 6, 2024 October 1, 2023 Percent Change

Occupancy $ 23,826 $ 23,523 1.3 % $ 79,850 $ 76,806 4.0 %

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Occupancy costs include fixed rents, property taxes, common area maintenance charges, general liability insurance, contingent rents, and other property costs.

Occupancy costs as a percentage of restaurant revenue increased 40 basis points for the second quarter of fiscal 2024 compared to the comparable period in 2023.

The increase is due to the impact of an increase in fixed rents related to the sale-leaseback of 28 locations.

Occupancy costs as a percentage of restaurant revenue increased 70 basis points for the year to date period of fiscal 2024 compared to the comparable period in 2023.

The increase is due to the impact of an increase in fixed rents related to the sale-leaseback of 28 locations and the acquisition of five restaurants from a franchisee in the second quarter of fiscal 2023.

Occupancy costs as a percentage of restaurant revenue increased 20 basis points for the third quarter of fiscal 2024 compared to the same period in 2023.

The increase is due primarily to the impact of fixed rents associated with the sale-leaseback of 28 locations.

Occupancy costs as a percentage of restaurant revenue increased 60 basis points for the year to date period of fiscal 2024 compared to the same period in 2023.

The increase is due primarily to the impact of fixed rents associated with the sale-leaseback of 28 locations and the acquisition of five restaurants from a franchisee in the second quarter of fiscal 2023.

Depreciation and Amortization

Twelve Weeks Ended Twenty-Eight Weeks Ended

(In thousands, except percentages) July 14, 2024 July 9, 2023 Percent Change July 14, 2024 July 9, 2023 Percent Change

Twelve Weeks Ended Forty Weeks Ended

(In thousands, except percentages) October 6, 2024 October 1, 2023 Percent Change October 6, 2024 October 1, 2023 Percent Change

Depreciation and amortization $ 13,330 $ 14,672 (9.1) % $ 44,886 $ 52,253 (14.1) %

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Depreciation and amortization include depreciation on capital expenditures for restaurants and corporate assets as well as amortization of reacquired franchise rights, leasehold interests, and certain liquor licenses.

For the second quarter of fiscal 2024, depreciation and amortization expense as a percentage of revenue decreased 80 basis points compared to the comparable period in 2023, primarily due to asset impairments and sale-leaseback transactions reducing the depreciable asset base.

For the third quarter of fiscal 2024, depreciation and amortization expense as a percentage of revenue decreased 40 basis points compared to the comparable period in 2023, primarily due to asset impairments and sale-leaseback transactions reducing the depreciable asset base.

For the year to date period of fiscal 2024, depreciation and amortization expense as a percentage of revenue decreased 60 basis points compared to the comparable period in 2023, primarily due to asset impairments and sale-leaseback transactions reducing the depreciable asset base.

Selling, General, and Administrative

Twelve Weeks Ended Twenty-Eight Weeks Ended

(In thousands, except percentages) July 14, 2024 July 9, 2023 Percent Change July 14, 2024 July 9, 2023 Percent Change

Twelve Weeks Ended Forty Weeks Ended

(In thousands, except percentages) October 6, 2024 October 1, 2023 Percent Change October 6, 2024 October 1, 2023 Percent Change

Selling, general, and administrative $ 26,290 $ 27,961 (6.0) % $ 94,329 $ 89,348 5.6 %

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and Board of Directors' expenses.

Selling, general and administrative expense increased $1.8 million, or 6.7% in the second quarter of fiscal 2024 as compared to the comparable period in 2023.

General and administrative costs in the second quarter of fiscal 2024 were $16.6 million, a decrease of $3.5 million compared to the comparable period in 2023.

The decrease is primarily related to reduced incentive compensation accruals as compared to the prior year quarter.

Selling costs in the second quarter of fiscal 2024 were $12.0 million, an increase of $5.3 million compared to the comparable period in 2023.

The increase was primarily driven by increased marketing communication with consumers and related production costs.

Selling, general and administrative expense decreased $1.7 million, or 6.0% in the third quarter of fiscal 2024 as compared to the comparable period in 2023.

General and administrative costs in the third quarter of fiscal 2024 were $20.8 million, an increase of $2.3 million compared to the comparable period in 2023.

The increase is primarily related to costs incurred for the 2024 Managing Partner conference, partially offset by reduced incentive compensation and legal fees as compared to the prior year quarter.

Selling costs in the third quarter of fiscal 2024 were $5.5 million, a decrease of $4.0 million compared to the comparable period in 2023.

The decrease was primarily driven by reduced marketing communication with consumers and related production costs.

General and administrative costs in the year to date period of fiscal 2024 were $63.3 million, a decrease of $1.5 million compared to the comparable period in 2023.

The decrease is primarily related to reduced incentive compensation accruals as compared to the same period last year, partially offset by higher benefit costs.

The decrease is primarily related to reduced incentive compensation accruals as compared to the same period last year, partially offset by costs associated with the 2024 Managing Partner conference.

Selling costs in the year to date period of fiscal 2024 were $31.1 million, an increase of $6.5 million compared to the comparable period in 2023.

The increase was primarily driven by increased marketing communication with consumers and related production costs.

The increase was primarily driven by increased marketing communication with consumers and related production costs in the first half of fiscal 2024.

Pre-opening Costs

Twelve Weeks Ended Twenty-Eight Weeks Ended

(In thousands, except percentages) July 14, 2024 July 9, 2023 Percent Change July 14, 2024 July 9, 2023 Percent Change

Twelve Weeks Ended Forty Weeks Ended

(In thousands, except percentages) October 6, 2024 October 1, 2023 Percent Change October 6, 2024 October 1, 2023 Percent Change

Pre-opening costs $ — $ — — % $ — $ 586 (100.0) %

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Pre-opening costs for any period will typically include expenses associated with restaurants opened during the period as well as expenses related to restaurants opening in subsequent periods.

We did not open any new restaurants or roll out any Donatos ® locations in the first half of fiscal 2024.

We opened one restaurant and completed the rollout of 25 Donatos ® locations in the first half of fiscal 2023.

We did not open any new restaurants or roll out any Donatos ® locations in the year to date period of fiscal 2024.

We opened one restaurant and completed the rollout of 25 Donatos ® locations in the year to date period of fiscal 2023.

Interest Expense

Interest expense for the second quarter of fiscal 2024 and 2023 was $5.1 million and $6.5 million, respectively.

The $1.4 million decrease was primarily due to the $29.6 million repayment of debt with the proceeds from the sale-leaseback transactions subsequent to the second quarter of fiscal 2023, partially offset by an increase in the weighted average interest rate to 13.6% in the second quarter of fiscal 2024 compared to 11.1% in the prior year quarter.

Average outstanding debt was $175.2 million and $207.1 million as of July 14, 2024 and July 9, 2023, respectively.

Interest expense for the third quarter of fiscal 2024 and 2023 was $6.3 million and $6.1 million, respectively.

The $0.2 million increase was primarily due to an increase in the weighted average interest rate to 14.0% in the third quarter of fiscal 2024 compared to 13.4% in the prior year quarter.

Average outstanding debt was $191.6 million and $194.5 million as of October 6, 2024 and October 1, 2023, respectively.

Interest expense was $18.9 million for the year to date period of fiscal 2024 and $20.4 million for the year to date period of fiscal 2023.

The $1.7 million decrease was primarily due to the $29.6 million repayment of debt with the proceeds from the sale-leaseback transactions subsequent to the second quarter of fiscal 2023, partially offset by an increase in the weighted average interest rate to 13.5% for the year to date period of fiscal 2024 compared to 12.3% in the same period last year.

Average outstanding debt was $175.2 million and $210.7 million as of July 14, 2024 and July 9, 2023, respectively.

The $1.4 million decrease was primarily due to the net paydown of debt with the proceeds from the sale-leaseback transactions, partially offset by an increase in the weighted average interest rate to 13.3% for the year to date period of fiscal 2024 compared to 12.6% in the same period last year.

Average outstanding debt was $185.2 million and $205.9 million as of October 6, 2024 and October 1, 2023, respectively.

Income Tax Provision

The effective tax rate for the second quarter of fiscal 2024 was a 0.4% benefit, compared to a 3.8% expense for the second quarter of fiscal 2023.

The effective tax rate for the third quarter of fiscal 2024 was a 0.5% benefit, compared to a 3.5% expense for the third quarter of fiscal 2023.

The effective tax rate for the year to date period of fiscal 2024 was 0.1%, compared to 6.4% for the year to date period of fiscal 2023.

The effective tax rate for the quarter and year to date periods of fiscal 2024 reflects the valuation allowance recorded against the Company's net tax assets in addition to certain federal and state income taxes due to attribute limitations, minimum state income taxes, and state franchise taxes.

The increase in tax rate for the fiscal 2023 periods as compared to the fiscal 2024 periods is due to the near break-even pretax book income generated in fiscal 2023.

The effective tax rate for the quarter and year to date periods of fiscal 2024 reflects the valuation allowance recorded against the Company's net tax assets in addition to certain state income taxes due to attribute limitations, minimum state income taxes, and state franchise taxes.

The higher effective tax rate for the fiscal 2023 periods as compared to the fiscal 2024 periods is due to the near break-even pretax book income generated in fiscal 2023.

Non-GAAP Financial Measures

Restaurant revenue and operating costs, and restaurant level operating profit for the periods presented are detailed in the table below:

Twelve Weeks Ended Twenty-Eight Weeks Ended

(Dollars in millions) July 14, 2024 July 9, 2023 Increase/

(Decrease) July 14, 2024 July 9, 2023 Increase/

Twelve Weeks Ended Forty Weeks Ended

(Dollars in millions) October 6, 2024 October 1, 2023 Increase/

(Decrease) October 6, 2024 October 1, 2023 Increase/

Restaurant revenue $ 270.6 $ 273.1 (0.9) % $ 943.6 $ 973.3 (3.0) %

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See below for a reconciliation of restaurant level operating profit to income from operations and income from operations as a percentage of total revenues.

Twelve Weeks Ended Twenty-Eight Weeks Ended

(Dollars in millions) July 14, 2024 July 9, 2023 Increase/

(Decrease) July 14, 2024 July 9, 2023 Increase/(Decrease)

Twelve Weeks Ended Forty Weeks Ended

(Dollars in millions) October 6, 2024 October 1, 2023 Increase/

(Decrease) October 6, 2024 October 1, 2023 Increase/(Decrease)

Restaurant revenue $ 270.6 $ 273.1 (0.9) % $ 943.6 $ 973.3 (3.0) %

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The following table summarizes net income (loss), income (loss) per diluted share, and adjusted income (loss) per diluted share for the periods presented:

Twelve Weeks Ended Twenty-Eight Weeks Ended

(in thousands, except per share amounts) July 14, 2024 July 9, 2023 July 14, 2024 July 9, 2023

Twelve Weeks Ended Forty Weeks Ended

(in thousands, except per share amounts) October 6, 2024 October 1, 2023 October 6, 2024 October 1, 2023

Net income (loss) as reported $ (18,876) $ (8,161) $ (37,825) $ (7,496)

5 unchanged sentences

Litigation contingencies 0.02 0.23 0.07 0.57

Restaurant closure costs, net 0.03 (0.01) 0.04 0.10

Restaurant closure costs (gains), net (0.01) (0.01) 0.03 0.10

Severance and executive transition — 0.02 0.07 0.20

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The following table summarizes Net loss, EBITDA, and Adjusted EBITDA for the periods presented (in thousands):

Twelve Weeks Ended Twenty-Eight Weeks Ended

July 14, 2024 July 9, 2023 July 14, 2024 July 9, 2023

Twelve Weeks Ended Forty Weeks Ended

October 6, 2024 October 1, 2023 October 6, 2024 October 1, 2023

Net income (loss) as reported $ (18,876) $ (8,161) $ (37,825) $ (7,496)

6 unchanged sentences

Litigation contingencies 271 3,600 1,047 9,140

Restaurant closure costs, net 423 (112) 597 1,638

Restaurant closure costs (gains), net (175) (91) 422 1,546

Severance and executive transition 22 341 1,104 3,195

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The following table summarizes income (loss) from operations and restaurant level operating profit for the periods presented (dollars in thousands):

Twelve Weeks Ended Twenty-Eight Weeks Ended

July 14, 2024 July 9, 2023 July 14, 2024 July 9, 2023

Twelve Weeks Ended Forty Weeks Ended

October 6, 2024 October 1, 2023 October 6, 2024 October 1, 2023

Income (loss) from operations $ (12,877) (4.7)% $ (1,938) (0.7)% $ (19,551) (2.0)% $ 12,498 1.3%

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Liquidity and Capital Resources

Cash and cash equivalents, and restricted cash decreased $0.4 million to $31.1 million as of July 14, 2024, from $31.6 million at the beginning of the fiscal year.

The Company is using available cash flow from operations to maintain existing restaurants and infrastructure, and execute on its long-term strategic initiatives.

As of July 14, 2024, the Company had approximately $48.1 million in liquidity, including cash and cash equivalents and $25.0 million available borrowing capacity under our Credit Facility.

Our primary sources of liquidity are cash from operations, cash and cash equivalents on hand and availability under our revolving credit facility.

Cash and cash equivalents, and restricted cash decreased $1.3 million to $30.3 million as of October 6, 2024, from $31.6 million at the beginning of the fiscal year.

As of October 6, 2024, the Company had approximately $42.0 million in liquidity, including cash and cash equivalents and $20.0 million available borrowing capacity under our Credit Facility.

The table below summarizes our cash flows from operating, investing, and financing activities for each period presented (in thousands):

Twenty-Eight Weeks Ended

July 14, 2024 July 9, 2023

Forty Weeks Ended

October 6, 2024 October 1, 2023

Net cash provided by operating activities $ 1,840 $ 17,361

Net cash provided by (used in) investing activities 9,415 (98)

Net cash provided by investing activities 4,873 18,992

Net cash used in financing activities (7,990) (33,741)

Effect of exchange rate changes on cash (2) —

Net change in cash and cash equivalents, and restricted cash $ (1,277) $ 2,612

Operating Cash Flows

Net cash flows provided by operating activities decreased $4.0 million to $14.2 million for the first half of fiscal 2024 compared to $18.2 million for the comparable period in fiscal 2023.

Net cash flows provided by operating activities decreased $15.5 million to $1.8 million for the year to date period of fiscal 2024 compared to $17.4 million for the comparable period in fiscal 2023.

The decrease in net cash provided by operating activities is primarily attributable to the decrease in restaurant level profitability.

Investing Cash Flows

Net cash flows provided by investing activities increased to $9.4 million for the first half of fiscal 2024, as compared to net cash flows used in investing activities of $0.1 million for the comparable period in fiscal 2023.

The $9.5 million increase in cash flows provided by investing activities is primarily due to reduction in current year capital expenditures and lower proceeds from sale lease-back transactions in the current year period.

In addition, cash used in investing activities in the prior year included a $3.5 million cash outflow for the acquisition of five franchised restaurants.

Net cash flows provided by investing activities decreased to $4.9 million for the year to date period of fiscal 2024, as compared to net cash flows provided by investing activities of $19.0 million for the comparable period in fiscal 2023.

The $14.1 million decrease in cash flows provided by investing activities is primarily due to lower proceeds from sale lease-back transactions in the current year period, partially offset by a reduction in current year capital expenditures.

In addition, cash provided by investing activities in the prior year included a $3.5 million cash outflow for the acquisition of five franchised restaurants.

The following table lists the components of our capital expenditures for the periods presented (in thousands):

Twenty-Eight Weeks Ended

July 14, 2024 July 9, 2023

Forty Weeks Ended

October 6, 2024 October 1, 2023

Restaurant improvement capital and other $ 9,772 $ 16,715

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Financing Cash Flows

Net cash flows used in financing activities increased to $24.1 million for the first half of fiscal 2024, as compared to $20.1 million for the comparable period in fiscal 2023.

The increase in cash flows used in financing activities primarily relates to a $21.2 million repayment of outstanding debt with sale-leaseback transaction proceeds in fiscal 2024 compared to a $15.5 million repayment of outstanding of debt with sale-leaseback transaction proceeds in fiscal 2023.

Net cash flows used in financing activities decreased to $8.0 million for the year to date period of fiscal 2024, as compared to $33.7 million for the comparable period in fiscal 2023.

Cash flows used in financing activities in fiscal 2024 primarily relate to the paydown of $21.2 million of debt with proceeds from the sale-leaseback transaction and debt issuance costs associated with an amendment to the credit facility, partially offset by $20 million in net borrowings on the revolving credit facility.

Cash flows used in financing activities in fiscal 2023 primarily relate to the net paydown of debt of $24.6 million and $10.0 million in share repurchases.

Credit Facility

On March 4, 2022, the Company entered into a credit agreement (the "Credit Agreement"), which provides for a Senior Secured Term Loan and Revolving Credit Facility (the "Credit Facility").

On March 4, 2022, the Company entered into a credit agreement (as amended, the "Credit Agreement"), which provides for a Senior Secured Term Loan and Revolving Credit Facility (the "Credit Facility").

The Credit Agreement's interest rate references the Secured Overnight Financing Rate ("SOFR"), a new index calculated by short-term repurchase agreements and backed by U.S.

Treasury securities, or the Alternate Base Rate, which represents the highest of (a) the Prime Rate, (b) the Federal Funds Rate plus 0.5% per annum, or (c) one-month term SOFR plus 1.0% per annum.

As of July 14, 2024, the Company had outstanding borrowings under the Credit Facility of $162.3 million net of $5.6 million of unamortized deferred financing charges and discounts, none of which was classified as current.

As of July 14, 2024, the Company had $25.0 million of available borrowing capacity under its Credit Facility and $7.7 million of letters of credit issued against cash collateral.

The Company's cash collateral is reported in Restricted cash on our Condensed Consolidated Balance Sheets.

On August 21, 2024, the Company entered into the second amendment to our Credit Agreement (the “Second Amendment”).

The Second Amendment among other things:

provides certain relief from the financial covenant by increasing the required maximum net total leverage ratio beginning in the third quarter of 2024 through the third quarter of 2025;

increases the aggregate revolving commitments by $15.0 million to $40.0 million through the third quarter of 2025;

provides certain relief from the financial covenant by increasing the required maximum net total leverage ratio beginning in the third quarter of 2024 through the end of the third quarter of 2025;

increases the aggregate revolving commitments by $15.0 million to $40.0 million through the end of the third quarter of 2025;

removes the variable pricing grid and increases the applicable margin on all term loans and revolving loans that are SOFR-based loans to 7.50% per annum and that are ABR-based loans to 6.50% per annum;

and adds certain additional reporting requirements.

We are subject to a number of customary covenants under our Credit Facility, including limitations on additional borrowings, acquisitions, stock repurchases, sales of assets, and dividend payments, as well as a net total leverage ratio covenant, as defined, that adjusts periodically as specified in the Second Amendment to our Credit Agreement.

As of July 14, 2024, we were in compliance with all debt covenants.

Additionally, as noted under " Credit Facility ” above, the Second Amendment increased the required maximum net total leverage ratio covenant from the third quarter of 2024 through the third quarter of 2025.

On November 4, 2024, the Company entered into the third amendment to our Credit Agreement (the "Third Amendment") which extends the provisions of the Second Amendment through the end of the first fiscal quarter of 2026.

As of October 6, 2024, the Company had outstanding borrowings under the Credit Facility of $180.7 million, net of $7.2 million of unamortized deferred financing charges and discounts, none of which was classified as current.

As of October 6, 2024, the Company had $20.0 million of available borrowing capacity under its Credit Facility and $8.1 million of letters of credit issued against cash collateral.

The Company's cash collateral is reported in Restricted cash on our Condensed Consolidated Balance Sheets.

As of October 6, 2024, we were in compliance with all debt covenants.

Additionally, as noted under " Credit Facility ” above, the Third Amendment extended the increase in the required maximum net total leverage ratio covenant from the third quarter of 2025 through the end of the first quarter of 2026.

Working Capital

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When necessary, we utilize our Credit Facility to satisfy short-term liquidity requirements.

We believe our future cash flows generated from restaurant operations combined with our borrowing capacity under the Credit Facility, as amended by the Second Amendment, and cash on hand, will be sufficient to meet our anticipated cash requirements and fund capital expenditures over the next 12 months.

We believe our future cash flows generated from restaurant operations combined with our borrowing capacity under the Credit Facility, and cash on hand, will be sufficient to meet our anticipated cash requirements and fund capital expenditures over the next 12 months.

Share Repurchase

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Pursuant to the repurchase program, purchases may be made from time to time at the Company's discretion and the Company is not obligated to acquire any particular amount of common stock.

From the date of the current program approval through July 14, 2024, we have repurchased a total of 1,088,588 shares at an average price of $15.18 per share for an aggregate amount of $16,520,000.

The Company completed no share repurchases during the quarter and year to date periods ended July 14, 2024.

Accordingly, as of July 14, 2024, we had $58.5 million of availability under the current share repurchase program.

From the date of the current program approval through October 6, 2024, we have repurchased a total of 1,088,588 shares at an average price of $15.18 per share for an aggregate amount of $16,520,000.

The Company completed no share repurchases during the quarter and year to date periods ended October 6, 2024.

Accordingly, as of October 6, 2024, we had $58.5 million of availability under the current share repurchase program.

Our Credit Agreement limits our ability to repurchase shares to certain conditions set forth by the lenders in the Credit Facility.

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There were no other material changes outside the ordinary course of business to our contractual obligations since the filing of the 2023 Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

Refer to Footnote 8.

Commitments and Contingencies .

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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 2. Management’s Discussion and Analysis