Item 1. Financial Statements
ITEM 1. Financial Statements (unaudited)
RED ROBIN GOURMET BURGERS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(in thousands, except for per share amounts) April 19, 2026 December 28, 2025
Assets:
Current assets:
Cash and cash equivalents $ 24,275 $ 19,924
Accounts receivable, net
13,401 19,441
Inventories 24,945 25,729
Prepaid expenses and other current assets 13,813 14,234
Restricted cash 9,647 9,615
Total current assets $ 86,081 $ 88,943
Property and equipment, net 150,145 158,105
Operating lease assets, net 288,279 295,996
Intangible assets, net 8,650 9,155
Assets held for sale 2,263 2,263
Other assets, net 8,427 9,065
Total assets $ 543,845 $ 563,527
Liabilities and stockholders ' equity (deficit):
Current liabilities:
Accounts payable $ 30,860 $ 31,391
Accrued payroll and payroll-related liabilities 39,076 44,039
Unearned revenue 16,838 27,287
Current portion of operating lease liabilities 49,949 49,111
Accrued liabilities and other 47,964 46,801
Total current liabilities $ 184,687 $ 198,629
Long-term debt 171,149 164,741
Long-term portion of operating lease liabilities 288,160 300,055
Other non-current liabilities 6,504 6,450
Total liabilities $ 650,500 $ 669,875
Commitments and contingencies (see Note 8.)
Stockholders' equity (deficit):
Common stock, $ 0.001 par value: 45,000 shares authorized; 22,050 shares issued; 18,252 and 18,009 shares outstanding as of April 19, 2026 and December 28, 2025
$ 22 $ 22
Preferred stock, $ 0.001 par value: 3,000 shares authorized; no shares issued and outstanding as of April 19, 2026 and December 28, 2025
— —
Treasury stock: 3,798 and 4,041 shares, at cost, as of April 19, 2026 and December 28, 2025
( 134,573 ) ( 143,247 )
Paid-in capital 206,377 213,180
Accumulated other comprehensive income (loss), net of tax
( 60 ) ( 60 )
Retained earnings (accumulated deficit)
( 178,421 ) ( 176,243 )
Total stockholders' equity (deficit) $ ( 106,655 ) $ ( 106,348 )
Total liabilities and stockholders' equity (deficit) $ 543,845 $ 563,527
See Notes to Condensed Consolidated Financial Statements
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RED ROBIN GOURMET BURGERS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(Unaudited)
Sixteen Weeks Ended
(in thousands, except for per share amounts) April 19, 2026 April 20, 2025
Revenues:
Restaurant revenue $ 371,101 $ 385,809
Franchise revenue 4,932 4,489
Other revenue 2,228 2,053
Total revenues $ 378,261 $ 392,351
Costs and expenses:
Restaurant operating costs (excluding depreciation and amortization shown separately below):
Cost of sales $ 86,600 $ 88,028
Labor 132,393 143,058
Other operating 65,704 67,532
Occupancy 31,645 32,197
Depreciation and amortization 15,263 15,434
General and administrative (includes $ 1,664 and $ 2,589 of stock-based compensation)
23,092 26,989
Selling 13,247 9,376
Other (gains) charges, net (includes $ 0 and $( 225 ) of stock-based compensation)
4,830 676
Total costs and expenses $ 372,774 $ 383,290
Income (loss) from operations $ 5,487 $ 9,061
Other (income) expense:
Interest expense $ 7,772 $ 8,066
Interest (income) and other, net ( 136 ) ( 251 )
Total other expenses, net
$ 7,636 $ 7,815
Income (loss) before income taxes
$ ( 2,149 ) $ 1,246
Income tax (benefit) expense
$ 29 $ ( 3 )
Net income (loss) $ ( 2,178 ) $ 1,249
Income (loss) per share:
Basic $ ( 0.12 ) $ 0.07
Diluted $ ( 0.12 ) $ 0.07
Weighted average shares outstanding:
Basic 18,120 17,546
Diluted 18,120 18,302
Other comprehensive income (loss):
Foreign currency translation adjustment $ — $ 2
Other comprehensive income (loss), net of tax $ — $ 2
Total comprehensive income (loss) $ ( 2,178 ) $ 1,251
See Notes to Condensed Consolidated Financial Statements.
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RED ROBIN GOURMET BURGERS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS ' EQUITY (DEFICIT)
(Unaudited)
Common Stock Treasury Stock Accumulated
Other
Comprehensive Income
(Loss), net of tax
Paid-in
Capital Retained Earnings (Deficit)
(in thousands) Shares Amount Shares Amount Total
Balance, December 28, 2025 22,050 $ 22 4,041 $ ( 143,247 ) $ 213,180 $ ( 60 ) $ ( 176,243 ) $ ( 106,348 )
Issuance of restricted stock, shares exchanged for exercise and tax, and stock issued through employee stock purchase plan
— — ( 243 ) 8,674 ( 8,648 ) — — 26
Non-cash stock compensation — — — — 1,366 — — 1,366
Net income (loss) — — — — — — ( 2,178 ) ( 2,178 )
Equity issuance costs (1)
— — — — 479 — — 479
Balance, April 19, 2026 22,050 $ 22 3,798 $ ( 134,573 ) $ 206,377 $ ( 60 ) $ ( 178,421 ) $ ( 106,655 )
(1) Represents the reclassification of at-the-market equity offering issuance costs from equity to other (gains) charges upon termination of the offering. See Note 5. Other (Gains) Charges, net, for further information.
Common Stock Treasury Stock Accumulated
Other
Comprehensive Income
(Loss), net of tax
Paid-in
Capital Retained Earnings (Deficit)
(in thousands) Shares Amount Shares Amount Total
Balance, December 29, 2024 22,050 $ 22 4,647 $ ( 164,937 ) $ 233,667 $ ( 62 ) $ ( 152,959 ) $ ( 84,269 )
Issuance of restricted stock, shares exchanged for exercise and tax, and stock issued through employee stock purchase plan
— — ( 335 ) 11,993 ( 11,752 ) — — 241
Non-cash stock compensation — — — — 2,365 — — 2,365
Net income (loss) — — — — — — 1,249 1,249
Other comprehensive income (loss)
— — — — — 2 — 2
Balance, April 20, 2025 22,050 $ 22 4,312 $ ( 152,944 ) $ 224,280 $ ( 60 ) $ ( 151,710 ) $ ( 80,412 )
See Notes to Condensed Consolidated Financial Statements.
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RED ROBIN GOURMET BURGERS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Sixteen Weeks Ended
(in thousands) April 19, 2026 April 20, 2025
Cash Flows From Operating Activities:
Net income (loss) $ ( 2,178 ) $ 1,249
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization 15,263 15,434
Gift card breakage ( 1,878 ) ( 1,705 )
Asset impairment 549 —
Non-cash other (gains) charges
319 ( 172 )
Stock-based compensation expense 1,664 2,365
Gain on sale of restaurant property
— ( 1,137 )
Amortization of debt issuance cost 1,078 1,138
Other, net 316 248
Changes in operating assets and liabilities:
Accounts receivable and other, net
6,039 6,588
Inventories 547 ( 518 )
Prepaid expenses and other current assets ( 9 ) 416
Operating lease assets, net of liabilities ( 2,832 ) ( 2,550 )
Trade accounts payable and accrued liabilities ( 3,530 ) 5,092
Unearned revenue ( 8,571 ) ( 7,115 )
Other operating assets and liabilities, net 198 241
Net cash provided by (used in) operating activities
$ 6,975 $ 19,574
Cash Flows From Investing Activities:
Purchases of property, equipment, and intangible assets $ ( 6,707 ) $ ( 11,972 )
Proceeds from sale of property and equipment, and other — 5,593
Net cash provided by (used in) investing activities
$ ( 6,707 ) $ ( 6,379 )
Cash Flows From Financing Activities:
Net (repayments) borrowings on revolving credit facility
$ 5,500 $ ( 15,000 )
Repayments of borrowings on term loan
— ( 2,770 )
Repayments of insurance premium financing
( 1,168 ) ( 1,528 )
Proceeds (uses) from other financing activities, net
( 217 ) ( 10 )
Net cash provided by (used in) financing activities
$ 4,115 $ ( 19,308 )
Effect of exchange rate changes on cash $ — $ 2
Net change in cash and cash equivalents, and restricted cash $ 4,383 $ ( 6,111 )
Cash and cash equivalents, and restricted cash, beginning of period $ 29,539 $ 39,401
Cash and cash equivalents, and restricted cash, end of period $ 33,922 $ 33,290
Supplemental disclosure of cash flow information
Interest paid
$ 5,586 $ 5,734
Accrued purchases of property, equipment, and intangible assets
3,679 2,461
Right of use assets obtained in exchange for operating lease obligations 9,169 3,561
See Notes to Condensed Consolidated Financial Statements.
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RED ROBIN GOURMET BURGERS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation and Recent Accounting Pronouncements
Red Robin Gourmet Burgers, Inc., a Delaware corporation, is the parent company for Red Robin International, Inc., a Nevada corporation, that together with its subsidiaries ("Red Robin," "we," "us," "our," or the "Company"), primarily operates, franchises, and develops casual dining restaurants in North America. As of April 19, 2026, the Company owned and operated 379 restaurants located in 39 states. The Company also had 90 casual dining restaurants operated by franchisees in 13 states and one Canadian province. The Company operated its business as one operating and one reportable segment.
Basis of Presentation
The accompanying unaudited Condensed Consolidated Financial Statements include the accounts of Red Robin and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The Company's financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The results of operations for any interim period are not necessarily indicative of results for the full year.
The accompanying Condensed Consolidated Financial Statements of Red Robin have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"), including the instructions to Form 10-Q and Article 10 of Regulation S-X. Certain information and footnote disclosures normally included in the Company's annual Consolidated Financial Statements on Form 10-K have been condensed or omitted. The Condensed Consolidated Balance Sheet as of December 28, 2025 has been derived from the audited Consolidated Financial Statements as of that date but does not include all disclosures required for audited annual financial statements. For further information, please refer to and read these interim Condensed Consolidated Financial Statements in conjunction with the Company's audited Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the fiscal year ended December 28, 2025, filed with the SEC on February 25, 2026.
Our current, prior, and upcoming fiscal year periods, period end dates, and number of weeks included in each period are summarized in the table below:
Periods Period End Date Number of Weeks in Period
Current, Prior and Upcoming Fiscal Quarters:
First Quarter 2026
April 19, 2026 16
First Quarter 2025
April 20, 2025 16
Second Quarter 2026
July 12, 2026 12
Second Quarter 2025
July 13, 2025 12
Third Quarter 2026
October 4, 2026 12
Third Quarter 2025
October 5, 2025 12
Current and Prior Fiscal Years:
Fiscal Year 2026
December 27, 2026 52
Fiscal Year 2025
December 28, 2025 52
Upcoming fiscal year:
Fiscal Year 2027
December 26, 2027 52
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Reclassifications
Certain amounts presented have been reclassified to conform with the current period presentation. The reclassifications had no effect on the Company’s consolidated results. We made adjustments to the Condensed Consolidated Statements of Cash Flows to include repayments of finance lease obligations within proceeds (uses) from other financing activities, net, and to separately disclose the following captions: to disaggregate gift card breakage from the change in unearned revenue; and to disaggregate amortization of debt issuance costs from other, net.
Stock-based Compensation Awards Granted
During the first quarter of fiscal 2026, the Company issued 789,381 phantom award units under its 2024 Performance Incentive Plan Phantom Unit (Phantom RSU) Award Agreement, valued at $ 3.12 per unit. These awards vest over two to three years and have a service based vesting condition.
The Company also issued 361,082 phantom award units under its 2024 Performance Incentive Plan Phantom Unit (Phantom PSU) Award Agreement in the first quarter of fiscal 2026, valued at $ 3.12 per unit. These awards vest over three years and have performance based and service based vesting conditions.
Additionally, in the first quarter of fiscal 2026, the Company issued 100,000 cash-settled stock appreciation rights under its 2024 Performance Incentive Plan Stock Appreciation Rights (SAR) Award Agreement, valued at $ 4.05 per award. These awards vest over one year and have performance based and service based vesting conditions.
Finally, the Company also issued 250,000 restricted stock units under its 2024 Performance Incentive Plan Restricted Stock Unit (RSU) Award Agreement in the first quarter of fiscal 2026, valued at $ 3.12 per unit. These awards vest over one year and have a service based vesting condition.
The phantom award units and the cash-settled stock appreciation rights are liability-classified awards and are included within other non-current liabilities on the Company's Condensed Consolidated Balance Sheets. The Restricted Stock Units are equity-classified awards and are included within paid-in capital on the Company's Condensed Consolidated Balance Sheets.
Recently Issued and Recently Adopted Accounting Standards
In December 2025, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2025-12, Codification Improvements, which included amendments intended to clarify, improve, and correct various sections of the Accounting Standards Codification. The amendments addressed a variety of topics, including earnings per share, equity, leases, revenue recognition, credit losses, and other areas, and are primarily intended to improve the consistency and clarity of existing guidance without significantly changing current accounting practice. The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company is evaluating the impact of the adoption of ASU 2025-12 on the Consolidated Financial Statements.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements to clarify and improve the guidance in ASC 270 regarding interim reporting. ASU 2025-11 improved the navigability of the guidance, clarifying when the interim reporting guidance applies, and specifying the disclosures and form and content requirements for interim financial statements and accompanying notes under GAAP. The amendments are effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is evaluating the impact of the adoption of ASU 2025-11 on the Consolidated Financial Statements.
In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40) to introduce a principles-based framework for capitalizing costs related to the development of internal-use software. ASU 2025-06 also incorporates website development costs into the internal-use software guidance and enhances related disclosure requirements. The amendments are effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. The Company is currently evaluating the impact of the adoption of ASU 2025-06 to the Consolidated Financial Statements.
In November 2024, the FASB issued ASU 2024-03 which expands disclosures about specific expense categories presented on the face of the income statement. ASU 2024-03 is effective for financial statements issued for annual periods beginning after December 15, 2026, with early adoption permitted. The Company is evaluating the impact of the adoption of ASU 2024-03 on the Consolidated Financial Statements.
We reviewed all other recently issued accounting pronouncements and concluded they were either not applicable or not expected to have a significant impact on the Company's Condensed Consolidated Financial Statements.
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Recently Issued Tax Legislation
On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act and the restoration of favorable tax treatment for specific business provisions. The legislation has multiple effective dates, with some provisions taking effect in 2025 and others phased in through 2027. In accordance with ASC 740 - Income Taxes, the effects of changes in tax rates and laws are recognized in the period in which the legislation is enacted. The OBBBA did not have a material impact on the Consolidated Financial Statements.
2. Revenue
Disaggregation of Revenue
In the following table, revenue is disaggregated by type of good or service (in thousands):
Sixteen Weeks Ended
April 19, 2026 April 20, 2025
Restaurant revenue $ 371,101 $ 385,809
Franchise revenue 4,932 4,489
Gift card breakage 1,878 1,705
Other revenue 350 348
Total revenues $ 378,261 $ 392,351
Contract Liabilities
We recognize revenue from our customer loyalty program, Red Robin Royalty ("Royalty"), within restaurant revenue in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) when a customer redeems an earned reward. Unearned revenue associated with our Royalty program is included in unearned revenue in our Condensed Consolidated Balance Sheets.
Components of unearned revenue in the Condensed Consolidated Balance Sheets are as follows (in thousands):
April 19, 2026 December 28, 2025
Unearned gift card revenue $ 13,647 $ 24,096
Unearned Royalty revenue
3,191 3,191
Unearned revenue
$ 16,838 $ 27,287
Revenue recognized in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the redemption and breakage of gift cards that were included in the liability balance at the beginning of the fiscal year was as follows (in thousands):
Sixteen Weeks Ended
April 19, 2026 April 20, 2025
Gift card revenue $ 11,350 $ 10,704
Changes in our unearned revenue balance related to our Royalty program (in thousands):
Sixteen Weeks Ended
April 19, 2026 April 20, 2025
Unearned Royalty revenue, beginning balance
$ 3,191 $ 2,750
Revenue deferred 1,708 1,625
Revenue recognized
( 1,708 ) ( 771 )
Unearned Royalty revenue, ending balance
$ 3,191 $ 3,604
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3. Leases
The components of lease expense, including variable lease costs primarily consisting of common area maintenance charges and real estate taxes, are included in occupancy on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) as follows (in thousands):
Sixteen Weeks Ended
April 19, 2026 April 20, 2025
Operating lease cost $ 21,990 $ 23,020
Finance lease cost:
Amortization of right of use assets (1)
287 238
Interest on lease liabilities (2)
111 127
Total finance lease cost $ 398 $ 365
Variable lease cost 6,012 6,059
Total lease costs $ 28,400 $ 29,444
(1) Amortization of finance lease right of use assets is recorded to depreciation and amortization in our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).
(2) Interest on finance lease liabilities is recorded to interest expense in our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).
Finance lease assets are recorded in other assets, net, and the net balance as of April 19, 2026 and April 20, 2025 were $ 4.2 million and $ 5.0 million, respectively.
4. Earnings (Loss) Per Share
Basic earnings (loss) per share amounts are calculated by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share amounts are calculated based upon the weighted-average number of shares of common stock and potentially dilutive shares of common stock outstanding during the period. Potentially dilutive shares are excluded from the computation in periods in which they have an anti-dilutive effect. Diluted earnings per share reflects the potential dilution that could occur if holders of unvested equity-classified awards vest and exercise their awards into common stock. As the Company was in a net loss position for the sixteen week period ended April 19, 2026, all potentially dilutive common shares are considered anti-dilutive.
The Company uses the treasury stock method to calculate the effect of outstanding stock options and awards. Basic weighted average shares outstanding is reconciled to diluted weighted average shares outstanding as follows (in thousands):
Sixteen Weeks Ended
April 19, 2026 April 20, 2025
Basic weighted average shares outstanding 18,120 17,546
Dilutive effect of stock options and awards — 756
Diluted weighted average shares outstanding 18,120 18,302
Awards excluded due to anti-dilutive effect on diluted income (loss) per share 2,396 2,095
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5. Other (Gains) Charges, net
Other (gains) charges, net consisted of the following (in thousands):
Sixteen Weeks Ended
April 19, 2026 April 20, 2025
Asset impairment and restaurant closure costs, net $ 1,753 $ 210
Gain on sale of restaurant property — ( 1,137 )
Severance and executive transition (1)
70 880
Litigation contingencies 87 12
Asset disposal and other, net 2,920 711
Other (gains) charges, net $ 4,830 $ 676
(1) Severance and executive transition included $ 0 and $( 225 ) of stock-based compensation (benefit) expense in the sixteen weeks ended April 19, 2026 and April 20, 2025, respectively.
Asset Impairment and Restaurant Closure Costs, net
Asset impairment and restaurant closure costs, net consisted of the following (in thousands, except for location data):
Sixteen Weeks Ended
April 19, 2026 April 20, 2025
Number of non-operating locations
11 9
Non-operating location rent, restaurant closure costs, and other
$ 1,568 $ 928
Number of impaired locations
1 —
Non-cash impairment
$ 549 $ —
Number of locations with lease remeasurement
3 3
Net lease remeasurement (gain) loss
$ ( 364 ) $ ( 718 )
Total asset impairment and restaurant closure costs, net
$ 1,753 $ 210
Gain on Sale of Restaurant Property
During the first quarter of fiscal 2025, the Company sold three restaurant properties for total proceeds of $ 5.8 million that resulted in a gain, net of expenses, of $ 1.1 million. The net proceeds were included within cash flows from investing activities on the Condensed Consolidated Statements of Cash Flows for the first quarter of fiscal 2025 and were used to repay long-term debt.
Severance and Executive Transition
Severance and executive transition consisted of the following (in thousands):
Sixteen Weeks Ended
April 19, 2026 April 20, 2025
Executive severance
$ 51 $ 1,099
Stock-based compensation
— ( 225 )
Team member severance
19 6
Total severance and executive transition
$ 70 $ 880
As of April 19, 2026 and April 20, 2025, $ 1.4 million and $ 0.5 million, respectively, was included in accrued payroll and payroll related liabilities in the Condensed Consolidated Balance Sheet related to the executive transition costs described above.
Litigation Contingencies
For the sixteen weeks ended April 19, 2026 and April 20, 2025, the Company recorded certain accruals associated with litigation contingencies. See Note 8. Commitments and Contingencies, for further discussion.
Asset Disposal and Other
Asset disposal and other primarily related to asset disposals, strategic projects and other non-recurring items.
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On February 23, 2026, the Company voluntarily terminated its $ 40.0 million at-the-market equity offering program, which had been established on November 10, 2025. No shares were issued or sold under the program. The Company incurred $ 0.5 million of related stock issuance costs, which were initially recorded within paid-in capital on the December 28, 2025 Consolidated Balance Sheet, and subsequently reclassified to other (gains) charges, net within the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) as of April 19, 2026 upon termination of the offering.
6. Borrowings
Borrowings as of April 19, 2026 and December 28, 2025 are summarized below (in thousands):
April 19, 2026 December 28, 2025
Borrowings
Variable
Interest Rates
Borrowings
Variable
Interest Rates
Revolving line of credit $ 8,500 11.28 % $ 3,000 11.40 %
Term loan $ 167,217 11.43 % $ 167,217 11.50 %
Total borrowings $ 175,717 $ 170,217
Less: unamortized debt issuance costs (1)
$ 4,568 $ 5,476
Long-term debt $ 171,149 $ 164,741
Revolving line of credit unamortized debt issuance costs (1)
$ 762 $ 932
(1) Unamortized debt issuance costs associated with the Company's Credit Facility were included as deferred costs in other assets, net for financing charges allocated to the revolving line of credit, and long-term debt for financing charges associated with the term loan in the accompanying Condensed Consolidated Balance Sheets.
Credit Facility
As of April 19, 2026, the Company's credit facility allowed for up to $ 225.0 million of borrowings and is comprised of a $ 25.0 million revolving line of credit and a $ 200.0 million term loan (collectively, the "Credit Facility"). As of April 19, 2026 and December 28, 2025, the Company had outstanding borrowings of $ 175.7 million and $ 170.2 million, respectively, inclusive of $ 8.5 million and $ 3.0 million drawn on its revolving line of credit, respectively, under its Credit Facility. In addition, the Company had amounts issued under letters of credit of $ 9.3 million and $ 9.3 million as of April 19, 2026 and December 28, 2025, respectively.
The Credit Facility will mature on September 3, 2027. The term loans require quarterly principal payments in an aggregate annual amount equal to 1.0 % of the original principal amount of the term loan. As of April 19, 2026, the Company has fulfilled this obligation for the duration of the Credit Facility via previous principal payments. The Credit Facility's interest rate references the Secured Overnight Financing Rate ("SOFR"), which is an index calculated by short-term repurchase agreements and backed by U.S. Treasury securities, or the Alternate Base Rate ("ABR"), 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.
On March 4, 2022, the Company replaced its prior amended and restated credit agreement (the "Prior Credit Agreement") with a new credit agreement (the "Credit Agreement") by and among the Company, Red Robin International, Inc., as the borrower, the lenders from time to time party thereto, the issuing banks from time to time party thereto, Fortress Credit Corp., as administrative agent (the "Administrative Agent") and as collateral agent and JPMorgan Chase Bank, N.A., as Sole Lead Arranger and Sole Bookrunner.
Red Robin International, Inc., is the borrower under the Credit Agreement, and certain of its subsidiaries and the Company are guarantors of the borrower’s obligations under the Credit Agreement. Borrowings under the Credit Agreement are secured by substantially all of the assets of the borrower and the guarantors, including the Company, and are available to: (i) refinance certain existing indebtedness of the borrower and its subsidiaries, (ii) pay any fees and expenses in connection with the Credit Agreement, and (iii) provide for the working capital and general corporate requirements of the Company, the borrower and its subsidiaries, including permitted acquisitions and capital expenditures, but excluding restricted payments.
On March 4, 2022, Red Robin International, Inc., the Company, and the guarantors also entered into a Pledge and Security Agreement (the "Security Agreement") granting to the Administrative Agent a first priority security interest in substantially all of the assets of the borrower and the guarantors to secure the obligations under the Credit Agreement.
Red Robin International, Inc. as the borrower is obligated to pay customary fees to the agents, lenders and issuing banks under the Credit Agreement with respect to providing, maintaining, or administering, as applicable, the credit facilities.
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On July 17, 2023, the Company amended the Credit Agreement (the "First Amendment") to, among other things, remove the previously included $ 50.0 million aggregate cap on sale-leasebacks of Company-owned real property that are permitted under the Credit Agreement, subject to certain conditions set forth in the Credit Agreement.
On August 21, 2024, the Company entered into the second amendment to the Credit Agreement (the "Second Amendment"). The Second Amendment, among other things, provided 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; increased the aggregate revolving commitments by $ 15.0 million to $ 40.0 million through the end of the third quarter of 2025; removed the variable pricing grid and increased 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 added certain additional reporting requirements.
On November 4, 2024, the Company entered into the third amendment to the Credit Agreement (the "Third Amendment"). The Third Amendment extended the provisions of the Second Amendment through the end of the first fiscal quarter of 2026.
On November 7, 2025, the Company entered into the fourth amendment to our Credit Agreement (the "Fourth Amendment"). The Fourth Amendment extended the maturity date of the Credit Agreement by six months to September 3, 2027.
The summary descriptions of the Credit Agreement, the Security Agreement, the First Amendment, the Second Amendment, the Third Amendment, and the Fourth Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of each agreement, which are listed as exhibits to the Annual Report on Form 10-K filed February 25, 2026.
7. Fair Value Measurements
Fair value measurements are made under a three-tier fair value hierarchy, which prioritizes the inputs used in the measuring of fair value:
Level 1: Observable inputs that reflect unadjusted quote prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
Level 2: Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly.
Level 3: Inputs that are generally unobservable. These inputs may be used with internally developed methodologies that result in management's best estimate of fair value.
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Assets and Liabilities Measured at Fair Value on a Recurring Basis
The carrying amounts of the Company's cash and cash equivalents, accounts receivable, restricted cash, accounts payable, and current accrued expenses and other liabilities approximate fair value due to the short-term nature or maturity of the instruments.
The Company maintains a rabbi trust to fund obligations under a deferred compensation plan, which are designated as trading securities and carried at fair value. The Company terminated its deferred compensation plan effective October 23, 2025, with no new deferral election allowed. All assets will be fully distributed by the end of fiscal 2026. Given the termination of the deferred compensation plan and scheduled distribution within this current fiscal year, the plan's assets and liabilities have been classified as current in the April 19, 2026 Condensed Consolidated Balance Sheets within prepaid expenses and other current assets and accrued liabilities and other, respectively. The fair market value of the mutual funds is measured using Level 1 inputs (quoted prices for identical assets in active markets) and was $ 1.6 million and $ 1.9 million as of the first quarter of fiscal 2026 and the fourth quarter of fiscal 2025, respectively.
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
Assets and liabilities recognized or disclosed at fair value in the Condensed Consolidated Financial Statements on a nonrecurring basis include items such as property, plant and equipment, right of use assets, and other intangible assets. These assets are measured at fair value if determined to be impaired.
During fiscal 2026 and fiscal 2025, the Company measured non-financial assets for impairment using continuing and projected future cash flows, which were based on significant inputs not observable in the market and thus represented a Level 3 fair value measurement.
During the first quarter of fiscal 2026, the Company impaired long-lived assets at one restaurant location with a carrying value of approximately $ 0.5 million. The fair value of these long-lived assets was determined to be $ 0 .0 million, resulting in a $ 0.5 million impairment charge. There was no impairment recorded during the first quarter of fiscal 2025.
Disclosures of Fair Value of Other Assets and Liabilities
The carrying value of our variable rate Credit Facility, which utilizes Level 2 fair value inputs, approximated fair value as of April 19, 2026 and December 28, 2025, as such debt bears interest at floating rates which approximate market rates.
8. Commitments and Contingencies
Because litigation is inherently unpredictable, assessing contingencies related to litigation is a complex process involving highly subjective judgment about potential outcomes of future events. When evaluating litigation contingencies, we may be unable to provide a meaningful estimate due to a number of factors, including the procedural status of the matter in question, the availability of appellate remedies, insurance coverage related to the claim or claims in question, the presence of complex or novel legal theories, and the ongoing discovery and development of information important to the matter. In addition, damage amounts claimed in litigation against us may be unsupported, exaggerated, or unrelated to possible outcomes, and as such are not meaningful indicators of our potential liability or financial exposure. Accordingly, we review the adequacy of accruals and disclosures each quarter in consultation with legal counsel, and we assess the probability and range of possible losses associated with contingencies for potential accrual in the Condensed Consolidated Financial Statements. However, the ultimate resolution of litigated claims may differ from our current estimates.
As of April 19, 2026, we had reserves of $ 5.6 million for loss contingencies included within Accrued liabilities and other on our Condensed Consolidated Balance Sheet. We increased our estimate of loss contingency liabilities by approximately $ 0.1 million in the first quarter of fiscal 2026 related to ongoing legal matters. In the normal course of business, there are various claims in process, matters in litigation, administrative proceedings, and other contingencies. These include employment related claims and class action lawsuits, claims from guests or team members alleging illness, injury, food quality, health, or operational concerns, and lease and other commercial disputes. While it is not possible to predict the outcome of these suits, legal proceedings, and claims with certainty, management is of the opinion that adequate provision for potential losses associated with these matters has been made in the financial statements and that the ultimate resolution of pending or threatened matters will not have a material adverse effect on our financial position and results of operations. However, a significant increase in the number of these claims, or one or more successful claims resulting in greater liabilities than we currently anticipate, could materially and adversely impact our business, financial condition, results of operations, and cash flows. We ultimately may be subject to greater or less than the accrued amount for this and other matters.
As of April 19, 2026, we had non-cancellable purchase commitments primarily related to certain vendors who provide food and beverage and other supplies to our restaurants, for an aggregate of $ 188.3 million. We expect to fulfill our commitments under these agreements in the normal course of business, and as such, no liability has been recorded.
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The Company has a potential contingent lease liability for lease payments related to certain franchisees’ lease arrangements. The maximum amount of potential future payments under the potential contingent lease liability was $ 2.8 million and $ 3.0 million as of April 19, 2026 and December 28, 2025, respectively. The Company does not believe these arrangements have or are likely to have a material effect on its results of operations, financial condition, revenues or expenses, capital expenditures or liquidity.
9. Segment Reporting
In accordance with ASC 280 - Segment Reporting, the Company uses the management approach for determining its reportable segments. The management approach is based upon the way that management reviews performance and allocates resources.
The Company has one operating and one reportable segment: restaurants. We manage our business activities on a consolidated basis, as Red Robin restaurants all have similar customers, sell similar products, and have a similar process to sell those products. We primarily derive our revenue in the United States through the sale of food and beverage through our Company-owned locations as well as earn royalties and fees from franchise restaurants. There have been no material changes to the accounting policies of the restaurant segment, which can be found in the filing of the Annual Report on Form 10-K for the fiscal year ended December 28, 2025.
Our Chief Operating Decision Maker ("CODM") is our Chief Executive Officer. The Company measures segment profit using consolidated net income (loss). The CODM uses consolidated net income (loss), as reported on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss), in deciding whether to reinvest excess cash flow into the restaurant segment or into other parts of the Company. The CODM does not review assets in evaluating the results of the restaurant segment, and therefore, such information is not presented.
As Red Robin operated in one reportable operating segment, all required financial segment information is included in the Condensed Consolidated Financial Statements.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.