Texas Roadhouse, Inc. - Quarter Report: 2010 March (Form 10-Q)

Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

x      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 30, 2010

 

OR

 

o         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                     to             

 

Commission File Number 000-50972

 

Texas Roadhouse, Inc.

(Exact name of registrant specified in its charter)

 

 

6040 Dutchmans Lane, Suite 200

Louisville, Kentucky 40205

(Address of principal executive offices) (Zip Code)

 

(502) 426-9984

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes   x No o.

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulations S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes o No o.

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See the definitions of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes o No x.

 

The number of shares of common stock outstanding were 71,414,288 on April 30, 2010.

 

 

Table of Contents

 

TABLE OF CONTENTS

 

PART I. FINANCIAL INFORMATION
Item 1 — Financial Statements — Texas Roadhouse, Inc. and Subsidiaries		3
Condensed Consolidated Balance Sheets — March 30, 2010 and December 29, 2009		3
Condensed Consolidated Statements of Income — For the 13 Weeks Ended March 30, 2010 and March 31, 2009		4
Condensed Consolidated Statements of Stockholders’ Equity and Comprehensive Income — For the 13 Weeks Ended March 30, 2010		5
Condensed Consolidated Statements of Cash Flows — For the 13 Weeks Ended March 30, 2010 and March 31, 2009		6
Notes to Condensed Consolidated Financial Statements		7
Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations		14
Item 3 — Quantitative and Qualitative Disclosures About Market Risk		22
Item 4 — Controls and Procedures		22
PART II. OTHER INFORMATION
Item 1 — Legal Proceedings		23
Item 1A — Risk Factors		23
Item 2 — Unregistered Sales of Equity Securities and Use of Proceeds		23
Item 3 — Defaults Upon Senior Securities		23
Item 4 — (Removed and Reserved)		23
Item 5 — Other Information		23
Item 6 — Exhibits		24
Signatures		25

 

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PART I — FINANCIAL INFORMATION

 

ITEM 1 — FINANCIAL STATEMENTS

 

Texas Roadhouse, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(in thousands, except share and per share data)

 

		(unaudited)
		March 30, 2010			December 29, 2009
Assets
Current assets:
Cash and cash equivalents		$	53,743		$	46,858
Receivables, net of allowance for doubtful accounts of $911 at March 30, 2010 and December 29, 2009		12,543			12,312
Inventories, net		7,311			8,004
Prepaid expenses		7,840			5,611
Deferred tax assets		1,509			1,531
Total current assets		82,946			74,316
Property and equipment, net		453,752			456,281
Goodwill		113,465			113,465
Intangible asset, net		10,925			11,194
Fair value of derivative financial instruments		—			31
Other assets		6,505			6,786
Total assets		$	667,593		$	662,073
Liabilities and Stockholders’ Equity
Current liabilities:
Current maturities of long-term debt and obligations under capital leases		$	253		$	247
Accounts payable		27,328			27,882
Deferred revenue — gift cards/certificates		20,009			34,443
Accrued wages		22,540			20,186
Income tax payable		6,174			6,194
Accrued taxes and licenses		10,679			8,579
Other accrued liabilities		10,355			10,672
Total current liabilities		97,338			108,203
Long-term debt and obligations under capital leases, excluding current maturities		89,113			101,179
Stock option and other deposits		3,477			3,653
Deferred rent		12,612			12,089
Deferred tax liabilities		7,918			6,660
Fair value of derivative financial instruments		712			—
Other liabilities		7,983			7,339
Total liabilities		219,153			239,123
Texas Roadhouse, Inc. and subsidiaries stockholders’ equity:
Preferred stock ($0.001 par value, 1,000,000 shares authorized; no shares issued or outstanding)		—			—
Common stock, ($0.001 par value, 100,000,000 shares authorized, 71,279,512 and 70,384,915 shares issued and outstanding at March 30, 2010 and December  29, 2009, respectively)		71			70
Additional paid in capital		238,193			231,564
Retained earnings		207,960			188,719
Accumulated other comprehensive (loss)gain		(438		)	19
Total Texas Roadhouse, Inc. and subsidiaries stockholders’ equity		445,786			420,372
Noncontrolling interests		2,654			2,578
Total equity		448,440			422,950
Total liabilities and equity		$	667,593		$	662,073

 

See accompanying notes to condensed consolidated financial statements.

 

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Texas Roadhouse, Inc. and Subsidiaries

Condensed Consolidated Statements of Income

(in thousands, except per share data)

(unaudited)

 

		13 Weeks Ended
		March 30, 2010			March 31, 2009
Revenue:
Restaurant sales		$	257,342		$	244,090
Franchise royalties and fees		2,282			1,983
Total revenue		259,624			246,073
Costs and expenses:
Restaurant operating costs:
Cost of sales		82,799			83,041
Labor		74,909			71,499
Rent		5,270			4,912
Other operating		42,598			40,860
Pre-opening		1,105			2,284
Depreciation and amortization		10,337			10,471
Impairment and closures		158			(86		)
General and administrative		12,342			10,809
Total costs and expenses		229,518			223,790
Income from operations		30,106			22,283
Interest expense, net		730			857
Equity income from investments in unconsolidated affiliates		(108		)	(85		)
Income before taxes		29,484			21,511
Provision for income taxes		9,606			6,715
Net income including noncontrolling interests		$	19,878		$	14,796
Less: Net income attributable to noncontrolling interests		637			462
Net income attributable to Texas Roadhouse, Inc. and subsidiaries		$	19,241		$	14,334
Net income per common share attributable to Texas Roadhouse, Inc. and subsidiaries:
Basic		$	0.27		$	0.21
Diluted		$	0.27		$	0.20
Weighted-average shares outstanding:
Basic		70,690			69,426
Diluted		72,226			70,506

 

See accompanying notes to condensed consolidated financial statements.

 

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Texas Roadhouse, Inc. and Subsidiaries

Condensed Consolidated Statements of Stockholders’ Equity and Comprehensive Income

(in thousands, except share data)

(unaudited)

 

													Accumulated
		Class A											Other
				Par			Paid in			Retained			Comprehensive			Noncontrolling
		Shares		Value			Capital			Earnings			Income (Loss)			Interests			Total
Balance, December 29, 2009		70,384,915		$	70		$	231,564		$	188,719		$	19		$	2,578		$	422,950
Comprehensive income:
Unrealized gain on derivatives, net of tax of $0.3 million		—		—			—			—			(457		)	—			(457		)
Net income		—		—			—			19,241			—			637			19,878
Total comprehensive income																			19,421
Distributions to noncontrolling interests		—		—			—			—			—			(561		)	(561		)
Shares issued under stock option plan including tax effects		669,857		1			5,947			—			—			—			5,948
Settlement of restricted stock units, net of tax		224,740		—			(1,148		)	—			—			—			(1,148		)
Share-based compensation		—		—			1,830			—			—			—			1,830
Balance, March 30, 2010		71,279,512		$	71		$	238,193		$	207,960		$	(438	)	$	2,654		$	448,440

 

See accompanying notes to condensed consolidated financial statements.

 

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Texas Roadhouse, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

 

		13 Weeks Ended
		March 30, 2010			March 31, 2009
Cash flows from operating activities:
Net income including noncontrolling interests		$	19,878		$	14,796
Depreciation and amortization		10,337			10,471
Deferred income taxes		1,567			1,759
Loss on disposition of assets		141			211
Impairment and closures		121			(88		)
Equity income from investments in unconsolidated affiliates		(108		)	(85		)
Distributions received from investments in unconsolidated affiliates		94			91
Provision for doubtful accounts		—			126
Share-based compensation expense		1,830			1,961
Excess tax benefits from share-based compensation		(1,499		)	(32		)
Changes in operating working capital:
Receivables		(231		)	1,196
Inventories		693			395
Prepaid expenses and other current assets		(2,229		)	4
Other assets		295			(255		)
Accounts payable		(554		)	(6,503		)
Deferred revenue — gift cards/certificates		(14,434		)	(13,658		)
Accrued wages		2,354			3,647
Prepaid income taxes and income taxes payable		1,479			4,464
Accrued taxes and licenses		2,100			977
Other accrued liabilities		(317		)	231
Deferred rent		523			514
Other liabilities		644			(44		)
Net cash provided by operating activities		$	22,684		20,178
Cash flows from investing activities:
Capital expenditures — property and equipment		(7,822		)	(13,430		)
Acquisitions of franchise restaurants, net of cash acquired		—			13
Proceeds from sale of property and equipment, including insurance proceeds		21			67
Net cash used in investing activities		$	(7,801	)	$	(13,350	)
Cash flows from financing activities:
Repayments of revolving credit facility, net		(12,000		)	(3,000		)
Investments in unconsolidated affiliates		—			(18		)
Distributions to noncontrolling interest holders		(561		)	(581		)
Excess tax benefits from share-based compensation		1,499			32
Repayments of stock option and other deposits		(400		)	(543		)
Proceeds from stock option and other deposits		224			390
Settlement of restricted stock units, net of tax		(1,148		)	(634		)
Principal payments on long-term debt and capital lease obligations		(60		)	(111		)
Proceeds from exercise of stock options		4,448			132
Net cash used in financing activities		$	(7,998	)	$	(4,333	)
Net increase in cash and cash equivalents		6,885			2,495
Cash and cash equivalents — beginning of period		46,858			5,258
Cash and cash equivalents — end of period		$	53,743		$	7,753
Supplemental disclosures of cash flow information:
Interest, net of amounts capitalized		$	692		$	1,009
Income taxes, net of refunds		$	6,558		$	492

 

See accompanying notes to condensed consolidated financial statements.

 

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Texas Roadhouse, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Tabular dollar amounts in thousands, except per share data)

(unaudited)

 

(1)         Basis of Presentation

 

The accompanying unaudited condensed consolidated financial statements include the accounts of Texas Roadhouse, Inc. (the “Company”, “we” and/or “our”), our wholly-owned subsidiaries and subsidiaries in which we own more than 50 percent interest, as of and for the 13 weeks ended March 30, 2010 and March 31, 2009.  Our wholly-owned subsidiaries include: Texas Roadhouse Holdings LLC (“Holdings”), Texas Roadhouse Development Corporation (“TRDC”) and Texas Roadhouse Management Corp. (“Management Corp”).  We and our subsidiaries operate Texas Roadhouse restaurants. Holdings also provides supervisory and administrative services for certain other franchise and license restaurants. TRDC sells franchise rights and collects the franchise royalties and fees.  Management Corp. provides management services to the Company, Holdings and certain other license and franchise restaurants.  All material balances and transactions between the consolidated entities have been eliminated.

 

As of March 30, 2010 and March 31, 2009, we owned 5.0% to 10.0% equity interest in 21 franchise restaurants.  While we exercise significant control over these franchise restaurants, we do not consolidate their financial position, results of operations or cash flows as it is immaterial to our consolidated financial position, results of operations and/or cash flows. Our investment in these unconsolidated affiliates is included in Other assets in our condensed consolidated balance sheets and we record our percentage share of net income earned by these unconsolidated affiliates on our condensed consolidated statements of income under Equity income from investments in unconsolidated affiliates.

 

We have made a number of estimates and assumptions relating to the reporting of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reporting of revenue and expenses during the period to prepare these condensed consolidated financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”). Significant items subject to such estimates and assumptions include the carrying amount of property and equipment, goodwill, obligations related to insurance reserves, income taxes and share-based compensation expense. Actual results could differ from those estimates.

 

In the opinion of management, the accompanying unaudited financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary to present fairly our financial position, results of operations and cash flows for the periods presented.  The financial statements have been prepared in accordance with GAAP, except that certain information and footnotes have been condensed or omitted pursuant to rules and regulations of the Securities and Exchange Commission (“SEC”).  Operating results for the 13 weeks ended March 30, 2010 are not necessarily indicative of the results that may be expected for the year ending December 28, 2010.  The financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 29, 2009.

 

Our significant interim accounting policies include the recognition of income taxes using an estimated annual effective tax rate.

 

(2)         Share-based Compensation

 

We may grant incentive and non-qualified stock options to purchase shares of common stock, stock bonus awards (restricted stock unit awards (“RSUs”)) and restricted stock awards under the Texas Roadhouse, Inc. 2004 Equity Incentive Plan (the “Plan”).  Beginning in 2008, we changed the method by which we provide share-based compensation to our employees by eliminating stock option grants and, instead, granting RSUs as a form of share-based compensation.   An RSU is the conditional right to receive one share of common stock upon satisfaction of the vesting requirement.

 

The following table summarizes the share-based compensation recorded in the accompanying condensed consolidated statements of income:

 

		13 Weeks Ended
		March 30, 2010			March 31, 2009
Labor expense		$	761		$	727
General and administrative expense		1,069			1,234
Total share-based compensation expense		$	1,830		$	1,961

 

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A summary of share-based compensation activity by type of grant as of March 30, 2010 and changes during the period then ended is presented below.

 

Summary Details for Plan Share Options

 

		Shares		Weighted- Average Exercise Price			Weighted-Average Remaining Contractual Term (years)		Aggregate Intrinsic Value
Outstanding at December 29, 2009		5,439,030		$	10.86
Granted		—		—
Forfeited		(10,099	)	13.59
Exercised		(669,857	)	6.64
Outstanding at March 30, 2010		4,759,074		$	11.45		5.22		$	15,568
Exercisable at March 30, 2010		4,472,213		$	11.31		5.11		$	15,254

 

No stock options were granted during the 13 weeks ended March 30, 2010.

 

The total intrinsic value of options exercised during the 13 weeks ended March 30, 2010 and March 31, 2009 was $4.6 million and $0.2 million, respectively.  As of March 30, 2010, with respect to unvested stock options, there was an immaterial amount of  unrecognized compensation cost that is expected to be recognized over a weighted-average period of less than a year.  The total grant date fair value of stock options vested for the 13 week periods ended March 30, 2010 and March 31, 2009 was $0.7 million and $0.6 million, respectively.

 

Summary Details for RSUs

 

		Shares		Weighted- Average Grant Date Fair Value
Outstanding at December 29, 2009		1,362,427		$	9.90
Granted		150,969		13.64
Forfeited		(4,386	)	9.92
Vested		(326,003	)	9.37
Outstanding at March 30, 2010		1,183,007		$	10.49

 

As of March 30, 2010, with respect to unvested RSUs, there was $8.2 million of unrecognized compensation cost that is expected to be recognized over a weighted-average period of 1.6 years.  The vesting terms of the RSUs range from approximately 1.0 to 5.0 years.  The total grant date fair value of RSUs vested for the 13 week periods ended March 30, 2010 and March 31, 2009 was $3.0 million and $2.6 million, respectively.

 

(3)         Long-term Debt and Obligations Under Capital Leases

 

Long-term debt and obligations under capital leases consisted of the following:

 

		March 30, 2010			December 29, 2009
Installment loans, due 2010 – 2020		$	1,990		$	2,030
Obligations under capital leases		376			396
Revolver		87,000			99,000
		89,366			101,426
Less current maturities		253			247
		$	89,113		$	101,179

 

The weighted-average interest rate for installment loans outstanding at March 30, 2010 and December 29, 2009 was 10.58%.  The debt is secured by certain land and buildings.

 

We have a $250.0 million five-year revolving credit facility with a syndicate of commercial lenders led by Bank of America, N.A., Banc of America Securities LLC and PNC Bank.  The facility expires on May 31, 2012.  The terms of the facility require us to

 

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pay interest on outstanding borrowings at LIBOR plus a margin of 0.50% to 0.875%, depending on its leverage ratio, or the Base Rate, which is the higher of the issuing bank’s prime lending rate or the Federal Funds rate plus 0.50%.  We are also required to pay a commitment fee of 0.10% to 0.175% per year on any unused portion of the facility, depending on our leverage ratio.  The weighted-average interest rate for the revolver at March 30, 2010 and December 29, 2009 was 2.50% and 2.36%, respectively, including interest rate swaps.  At March 30, 2010, we had $87.0 million outstanding under the credit facility and $159.3 million of availability, net of $3.7 million of outstanding letters of credit.

 

The lenders’ obligation to extend credit under the facility depends on us maintaining certain financial covenants, including a minimum consolidated fixed charge coverage ratio of 2.00 to 1.00 and a maximum consolidated leverage ratio of 3.00 to 1.00.  The credit facility permits us to incur additional secured or unsecured indebtedness outside the facility, except for the incurrence of secured indebtedness that in the aggregate exceeds 20% of our consolidated tangible net worth or circumstances where the incurrence of secured or unsecured indebtedness would prevent us from complying with our financial covenants.  We were in compliance with all covenants as of March 30, 2010.

 

(4)         Derivative and Hedging Activities

 

We enter into derivative instruments for risk management purposes only, including derivatives designated as hedging instruments under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 815, Derivatives and Hedging (“ASC 815”).  We use interest rate-related derivative instruments to manage our exposure to fluctuations of interest rates.  By using these instruments, we expose ourselves, from time to time, to credit risk and market risk.  Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is positive, the counterparty owes us, which creates credit risk for us.  We minimize the credit risk by entering into transactions with high-quality counterparties whose credit rating is evaluated on a quarterly basis.  Our counterparty in the interest rate swaps is J.P. Morgan Chase, N.A.  Market risk is the adverse effect on the value of a financial instrument that results from a change in interest rates, commodity prices or the market price of the our common stock.  We minimize market risk by establishing and monitoring parameters that limit the types and degree of market risk that may be taken.

 

Interest Rate Swaps

 

On October 22, 2008, we entered into an interest rate swap, starting on November 7, 2008, with a notional amount of $25.0 million to hedge a portion of the cash flows of our variable rate credit facility.  We have designated the interest rate swap as a cash flow hedge of our exposure to variability in future cash flows attributable to interest payments on a $25.0 million tranche of floating rate debt borrowed under our revolving credit facility.  Under the terms of the swap, we pay a fixed rate of 3.83% on the $25.0 million notional amount and receive payments from the counterparty based on the 1-month LIBOR rate for a term ending on November 7, 2015, effectively resulting in a fixed rate LIBOR component of the $25.0 million notional amount.

 

On January 7, 2009, we entered into an interest rate swap, starting on February 7, 2009, with a notional amount of $25.0 million to hedge a portion of the cash flows of our variable rate credit facility.  We have designated the interest rate swap as a cash flow hedge of our exposure to variability in future cash flows attributable to interest payments on a $25.0 million tranche of floating rate debt borrowed under our revolving credit facility.  Under the terms of the swap, we pay a fixed rate of 2.34% on the $25.0 million notional amount and receive payments from the counterparty based on the 1-month LIBOR rate for a term ending on January 7, 2016, effectively resulting in a fixed rate LIBOR component of the $25.0 million notional amount.

 

We entered into the above interest rate swaps with the objective of eliminating the variability of our interest expense that arises because of changes in the variable interest rate for the designated interest payments.  Changes in the fair value of the interest rate swap will be reported as a component of accumulated other comprehensive income.  We will reclassify any gain or loss from accumulated other comprehensive income, net of tax, on our consolidated balance sheet to interest expense on the our consolidated statement of income when the interest rate swap expires or at the time we choose to terminate the swap.  See note 10 for fair value discussion of these interest rate swaps.

 

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The following table summarizes the fair value and presentation in the condensed consolidated balance sheets for derivatives designated as hedging instruments under FASB ASC 815:

 

		Balance		Derivative Assets						Derivative Liabilities
		Sheet		March 30,			December 29,			March 30,			December 29,
		Location		2010			2009			2010			2009
Derivative Contracts Designated as Hedging Instruments under ASC 815		(1)
Interest rate swaps				$	—		$	31		$	712		$	—
Total Derivative Contracts				$	—		$	31		$	712		$	—

 

(1)                             Derivative assets and liabilities are included in fair value of derivative financial instruments on the condensed consolidated balance sheets.

 

The following table summarizes the effect of derivative instruments on the condensed consolidated statements of income for the 13 weeks ended March 30, 2010 and March 31, 2009:

 

																Location of
								Location of		Amount of Loss						Loss
		Amount of Loss						Loss		Reclassified from AOCI						Recognized		Amount of Loss Recognized
		Recognized in AOCI						Reclassified		to Income (effective						in Income		in Income (ineffective
		(effective portion)						from AOCI		portion)						(ineffective		portion)
		2010			2009			Income		2010			2009			portion)		2010			2009
Interest rate swaps		$	(457	)	$	(1,404	)	—		$	—		$	—		—		$	—		$	—

 

(5)         Recent Accounting Pronouncements

 

Fair Value Measures and Disclosures

(Accounting Standards Update (“ASU”) 2010-06)

 

In January 2010, the FASB issued ASU 2010-06 which amends Accounting Standards Codification (“ASC”) topic 820, Fair Value Measures and Disclosures.  ASU No. 2010-06 amends the ASC to require disclosure of transfer into and out of Level 1 and Level 2 fair value measurements, and also requires more detailed disclosure about the activity within Level 3 fair value measurements.  The changes as a result of this update are effective for annual and interim reporting periods beginning after December 15, 2009 (our 2010 fiscal year), except for requirements related to Level 3 disclosures, which are effective for annual and interim reporting periods beginning after December 15, 2010 (our 2011 fiscal year).  This guidance requires new disclosures only, and will have no impact on our consolidated financial position, results of operations or cash flows.

 

Consolidation of Variable Interest Entities — Amended

(To be included in ASC 810, “Consolidation”, previously SFAS 167, “Amendments to FASB Interpretation No. 46(R)”)

 

ASC 810 provides guidance for determining the primary beneficiary of a variable interest entity.  In addition, ASC 810 requires ongoing assessments of whether an enterprise is the primary beneficiary of a variable interest entity.  ASC 810 is effective for the first annual and interim reporting periods that begin after November 15, 2009 (our fiscal year 2010).  The adoption of ASC 810 had no impact on our consolidated financial position, results of operations and cash flows.

 

(6)         Commitments and Contingencies

 

The estimated cost of completing capital project commitments at March 30, 2010 and December 29, 2009 was approximately $26.5 million and $18.5 million, respectively.

 

We entered into real estate lease agreements for franchise restaurants located in Everett, MA, Longmont, CO, Montgomeryville, PA, Fargo, ND and Logan, UT before granting franchise rights for those restaurants. We have subsequently assigned the leases to the franchisees, but remain contingently liable if a franchisee defaults under the terms of a lease.  The Longmont lease was assigned in October 2003 and expires in May 2014, the Everett lease was assigned in September 2002 and expires in February 2018, the Montgomeryville lease was assigned in October 2004 and expires in June 2021, the Fargo lease was assigned in February 2006 and expires in July 2016 and the Logan lease was assigned in January 2009 and expires in August 2019.  As the fair value of the guarantees is not considered significant, no liability has been recorded.  As discussed in note 7, the Everett, MA, Longmont, CO, and Fargo, ND restaurants are owned, in whole or part, by certain of our officers, directors or 5% shareholders.

 

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We are involved in various claims and legal actions arising in the normal course of business. In the opinion of management, the ultimate disposition of these matters will not have a material effect on our consolidated financial position, results of operations or cash flows.

 

 We currently buy most of our beef from two to four suppliers. Although there are a limited number of beef suppliers, management believes that other suppliers could provide a similar product on comparable terms. A change in suppliers, however, could cause supply shortages and a possible loss of sales, which would affect operating results adversely. We have no material minimum purchase commitments with our vendors that extend beyond a year.

 

(7)         Related Party Transactions

 

The Longview, Texas restaurant, which was acquired by us in connection with the completion of our initial public offering, leases the land and restaurant building from an entity controlled by Steven L. Ortiz, our Chief Operating Officer. The lease term is 15 years and will terminate in November 2014. The lease can be renewed for two additional terms of five years each. Rent is approximately $19,000 per month. The lease can be terminated if the tenant fails to pay the rent on a timely basis, fails to maintain the insurance specified in the lease, fails to maintain the building or property or becomes insolvent. Total rent payments were approximately $55,000 for the 13 week period ended March 30, 2010 and approximately $50,000 for the thirteen week period ended March 31, 2009.

 

The Bossier City, Louisiana restaurant, of which Steven L. Ortiz owns 65.0% and we own 5.0%, leases the land and building from an entity owned by Mr. Ortiz.  The lease term is 15 years and will terminate on March 31, 2020.  The lease can be renewed for three additional terms of five years each.  Rent is approximately $15,100 per month and escalates 10% each five year period during the term.  The next rent escalation is in Q2 2010.  After the escalation, rent will be approximately $16,600 per month.  The lease can be terminated if the tenant fails to pay rent on a timely basis, fails to maintain insurance, abandons the property or becomes insolvent.  Total rent payments were approximately $45,000 for each of the 13 week periods ended March 30, 2010 and March 31, 2009.

 

 We have 14 franchise and license restaurants owned, in whole or part, by certain of our officers, directors or 5% shareholders at March 30, 2010 and March 31, 2009. These entities paid us fees of approximately $0.5 million during each of the 13 week periods ended March 30, 2010 and March 31, 2009, respectively.  As disclosed in note 6, we are contingently liable on leases which are related to three of these restaurants.

 

(8)         Earnings Per Share

 

The share and net income per share data for all periods presented are based on the historical weighted-average shares outstanding.  The diluted earnings per share calculations show the effect of the weighted-average stock options, RSUs and restricted stock awards outstanding from our equity incentive plan as discussed in note 2.  For the 13 weeks ended March 30, 2010 and  March 31, 2009, options to purchase 2,207,141 and 4,520,566  shares of common stock, respectively, were outstanding, but not included in the computation of diluted earnings per share because their inclusion would have had an anti-dilutive effect.  For the 13 weeks ended March 30, 2010 and March 31, 2009, 18,281 and 356,273 shares of nonvested stock, respectively, were outstanding but not included in the computation of diluted net income per share because their inclusion would have had an anti-dilutive effect.

 

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The following table sets forth the calculation of weighted-average shares outstanding (in thousands) as presented in the accompanying condensed consolidated statements of income:

 

 

(9)         Acquisitions

 

During the fourth quarter of 2009, we terminated our franchise agreement with a franchisee which operated one restaurant.  Pursuant to the terms of the franchise agreement, we acquired the restaurant from the franchisee for an immaterial amount.  As a result, there was no purchase price allocation or subsequent goodwill associated with this acquisition.  We now operate the restaurant as a company restaurant.

 

(10) Fair Value Measurement

 

The following table presents the fair values for our financial assets and liabilities measured on a recurring basis as of March 30, 2010:

 

					Fair Value Measurements
		Total			Quoted Prices in Active Markets for Identical Assets (Level 1)			Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
Interest rate swaps		$	(712	)	$	—		$	(712	)	$	—
Deferred compensation plan — assets		3,940			3,940			—			—
Deferred compensation plan - liabilities		(3,918		)	(3,918		)	—			—
Total		$	(690	)	$	22		$	(712	)	$	—

 

The fair value of our interest rate swaps were determined based on the present value of expected future cash flows considering the risks involved, including nonperformance risk, and using discount rates appropriate for the duration. See note 4 for discussion of our interest rate swaps.

 

The Second Amended and Restated Deferred Compensation Plan of Texas Roadhouse Management Corp., as amended, (the “Deferred Compensation Plan”) is a nonqualified deferred compensation plan which allows highly compensated employees to defer receipt of a portion of their compensation and contribute such amounts to one or more investment funds held in a rabbi trust. We report the accounts of the rabbi trust in our condensed consolidated financial statements. These investments are considered trading securities and are reported at fair value based on third-party broker statements.  The realized and unrealized holding gains and losses related to these investments, as well as the offsetting compensation expense, are recorded in general and administrative expense on the condensed consolidated statements of income.

 

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The following table presents the fair values for our financial assets and liabilities measured on a nonrecurring basis as of  March 30, 2010:

 

					Fair Value Measurements
		Total			Quoted Prices in Active Markets for Identical Assets (Level 1)			Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)			Total losses
Long-lived assets held for sale		$	1,598		$	—		$	1,598		$	—		$	—
Long-lived assets held for use		1,230			—			1,230			—			—
Goodwill		651			—			—			651			—
Total		$	3,479		$	—		$	2,828		$	651		$	—

 

Long-lived assets held for sale include land and building and are valued using Level 2 inputs, primarily an independent third party appraisal.  These assets are included in Property and equipment in the Company’s condensed consolidated balance sheets as we do not expect to sell these assets in the next 12 months.  Costs to market and/or sell the assets are factored into the estimates of fair value.  The long-lived assets related to this restaurant are currently classified as held for sale.

 

Long-lived assets held for use include building, equipment and furniture and fixtures and are valued using Level 2 inputs, primarily independent third party appraisal.  These assets are included in Property and equipment in our condensed consolidated balance sheets.

 

Goodwill in the table above relates to two underperforming restaurants in which the carrying value of the associated goodwill was reduced to fair value, based on their historical results and anticipated future trends of operations.

 

At March 30, 2010 and December 29, 2009, the fair value of cash and cash equivalents, accounts receivable and accounts payable approximated their carrying value based on the short-term nature of these instruments. The fair value of our long-term debt is estimated based on the current rates offered to us for instruments of similar terms and maturities. The carrying amounts and related estimated fair values for our debt are as follows:

 

		March 30, 2010						December 29, 2009
		Carrying Amount			Fair Value			Carrying Amount			Fair Value
Installment loans		$	1,990		$	2,526		$	2,030		$	2,592
Revolver		87,000			87,000			99,000			99,000

 

(11)  Stock Repurchase Program

 

On February 14, 2008, our Board of Directors approved a stock repurchase program under which it authorized us to repurchase up to $25.0 million of our common stock.  On July 8, 2008, our Board of Directors approved a $50.0 million increase in our stock repurchase program.  Our total stock repurchase authorization increased to $75.0 million.  Under this program, we were authorized to repurchase outstanding shares of our common stock from time to time in open market transactions through February 14, 2010.  On November 19, 2009, the Board of Directors extended the expiration date on the stock repurchase program to February 14, 2011.  The timing and the amount of any repurchases will be determined by management under parameters established by our Board of Directors, based on its evaluation of the Company’s stock price, market conditions and other corporate considerations.

 

For the 13 weeks ended March 30, 2010 and March 31, 2009, we did not repurchase any shares of our common stock.  The approximate dollar value of shares that may yet be purchased under the plan is $18.2 million.

 

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ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

OVERVIEW

 

Texas Roadhouse is a growing, moderately priced, full-service restaurant chain. Our founder and chairman, W. Kent Taylor, started the business in 1993. Our mission statement is “Legendary Food, Legendary Service®.” Our operating strategy is designed to position each of our restaurants as the local hometown destination for a broad segment of consumers seeking high quality, affordable meals served with friendly, attentive service. As of March 30, 2010, there were 334 restaurants operating in 46 states, including:

 

·  264 “company restaurants,” of which 254 were wholly-owned and 10 were majority-owned.  The results of operations of company restaurants are included in our condensed consolidated statements of income. The portion of income attributable to minority interests in company restaurants that are not wholly-owned is reflected in the line item entitled “Net income attributable to noncontrolling interests” in our condensed consolidated statements of income.

 

·  70 “franchise restaurants,” of which 67 were franchise restaurants and three were license restaurants. We have a 5.0% to 10.0% ownership interest in 21 franchise restaurants.  The income derived from our minority interests in these franchise restaurants is reported in the line item entitled “Equity income from investments in unconsolidated affiliates” in our condensed consolidated statements of income. Additionally, we provide various management services to these franchise restaurants, as well as five additional franchise restaurants in which we have no ownership interest.

 

We have contractual arrangements which grant us the right to acquire at pre-determined valuation formulas (i) the remaining equity interests in eight of the 10 majority-owned company restaurants, and (ii) 64 of the franchise restaurants.

 

Presentation of Financial and Operating Data

 

Throughout this report, the 13 weeks ended March 30, 2010 and March 31, 2009 are referred to as Q1 2010 and Q1 2009.

 

Long-term Strategies to Grow Earnings Per Share

 

Our long-term strategies with respect to increasing net income and earnings per share include the following:

 

Expanding Our Restaurant Base.   We will continue to evaluate opportunities to develop Texas Roadhouse restaurants in existing and new domestic and international markets. We will remain focused primarily on mid-sized markets where we believe a significant demand for our restaurants exists because of population size, income levels, the presence of shopping and entertainment centers and a significant employment base.  Our ability to expand our restaurant base is influenced by factors beyond our control and therefore we may not be able to achieve our anticipated growth.  Due, in part, to increasing restaurant development costs, we moderated our restaurant development plans for 2009 and 2010.  For 2010, we expect our average capital investment for developing our prototype restaurant to decrease by $0.2 million to $0.4 million from our $4.0 million average in 2009.  These increases are a result of building design modifications and lower site work costs, as landlords are becoming more responsible for a higher portion of certain of these costs.  We continue to focus on driving sales and decreasing restaurant development costs in order to increase our restaurant development in the future.

 

We may, at our discretion, add franchise restaurants, domestically and/or internationally, primarily with franchisees who have demonstrated prior success with the Texas Roadhouse or other restaurant concepts and in markets in which the franchisee demonstrates superior knowledge of the demographics and restaurant operating conditions.  In conjunction with this strategy, we signed our first international franchise agreement on April 26, 2010 for the development of Texas Roadhouse restaurants in eight countries over the next ten years, the first of which is expected to open in early 2011.  We may also look to acquire franchise restaurants under terms favorable to us and our stockholders.  Additionally, from time to time, we may evaluate potential mergers, acquisitions, joint ventures or other strategic initiatives to acquire or develop additional concepts.  Of the 264 restaurants we owned and operated at March 30, 2010, 263 operated as Texas Roadhouse restaurants, while one operated under the name of Aspen Creek.  The majority of our restaurant growth in 2010 will be Texas Roadhouse restaurants; however, we plan to open two additional Aspen Creek restaurants as we continue testing the viability of the concept.

 

Maintaining and/or Improving Restaurant Level Profitability.   We plan to maintain, or possibly increase, restaurant level profitability through a combination of increased comparable restaurant sales and operating cost management.

 

Leveraging Our Scalable Infrastructure.   Over the past several years, we have made significant investments in our infrastructure, including information systems, real estate, human resources, legal, marketing and operations. Historically, general and administrative costs have increased at a slower growth rate than our revenue.  Whether we are able to continue leveraging our infrastructure will depend, in part, on our new restaurant and comparable restaurant sale growth rates going forward.

 

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Stock Repurchase Program.  We continue to look at opportunities to repurchase our common stock at favorable market prices under our stock repurchase program.  Currently, our Board of Directors has authorized us to repurchase up to $75.0 million of our common stock.  As of March 30, 2010, $18.2 million worth of common stock remains authorized for repurchase.  We made no purchases of our common stock during the 13 weeks ended March 30, 2010.

 

Key Measures We Use to Evaluate Our Company

 

Key measures we use to evaluate and assess our business include the following:

 

Number of Restaurant Openings.   Number of restaurant openings reflects the number of restaurants opened during a particular fiscal period. For company restaurant openings we incur pre-opening costs, which are defined below, before the restaurant opens. Typically new restaurants open with an initial start-up period of higher than normalized sales volumes, which decrease to a steady level approximately three to six months after opening. However, although sales volumes are generally higher, so are initial costs, resulting in restaurant operating margins that are generally lower during the start-up period of operation and increase to a steady level approximately three to six months after opening.

 

Comparable Restaurant Sales Growth.   Comparable restaurant sales growth reflects the change in year-over-year sales for all company restaurants for the comparable restaurant base. We define the comparable restaurant base to include those restaurants open for a full 18 months before the beginning of the current interim period excluding restaurants closed during the period. Comparable restaurant sales growth can be impacted by changes in guest traffic counts or by changes in the per person average check amount. Menu price changes and the mix of menu items sold can affect the per person average check amount.

 

Average Unit Volume.   Average unit volume represents the average annual restaurant sales for all company restaurants open for a full six months before the beginning of the period measured. Average unit volume excludes sales on restaurants closed during the period.  Growth in average unit volumes in excess of comparable restaurant sales growth is generally an indication that newer restaurants are operating with sales levels in excess of the company average. Conversely, growth in average unit volumes less than growth in comparable restaurant sales growth is generally an indication that newer restaurants are operating with sales levels lower than the company average.

 

Store Weeks.   Store weeks represent the number of weeks that our company restaurants were open during the reporting period.

 

Other Key Definitions

 

Restaurant Sales.   Restaurant sales include gross food and beverage sales, net of promotions and discounts.  Sales taxes collected from customers and remitted to governmental authorities are accounted for on a net basis and therefore are excluded from restaurant sales in the consolidated statements of income.

 

Franchise Royalties and Fees.   Domestic franchisees typically pay a $40,000 initial franchise fee for each new restaurant and a franchise renewal fee equal to the greater of 30% of the then-current initial franchise fee or $10,000 to $15,000. Franchise royalties consist of royalties in an amount up to 4.0% of gross sales, as defined in our franchise agreement, paid to us by our domestic franchisees.

 

Restaurant Cost of Sales.   Restaurant cost of sales consists of food and beverage costs.

 

Restaurant Labor Expenses.   Restaurant labor expenses include all direct and indirect labor costs incurred in operations except for profit sharing incentive compensation expenses earned by our managing partners. These profit sharing expenses are reflected in restaurant other operating expenses.  Restaurant labor expenses also include share-based compensation expense related to restaurant-level employees.

 

Restaurant Rent Expense.   Restaurant rent expense includes all rent associated with the leasing of real estate and includes base, percentage and straight-line rent expense.

 

Restaurant Other Operating Expenses.   Restaurant other operating expenses consist of all other restaurant-level operating costs, the major components of which are utilities, supplies, advertising, repair and maintenance, property taxes, credit card fees and general liability insurance. Profit sharing allocations to managing partners and market partners are also included in restaurant other operating expenses.

 

Pre-opening Expenses.   Pre-opening expenses, which are charged to operations as incurred, consist of expenses incurred before the opening of a new restaurant and are comprised principally of opening team and training salaries, travel expenses, rent, and food, beverage and other initial supplies and expenses.

 

Depreciation and Amortization Expenses.   Depreciation and amortization expenses (“D&A”) includes the depreciation of fixed assets and amortization of intangibles with definite lives.

 

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Impairment and closure costs.  Impairment and closure costs include any impairment of long-lived assets associated with restaurants where the carrying amount of the asset is not recoverable and exceeds the fair value of the asset and expenses associated with the closure of a restaurant.  Closure costs also include any gains or losses associated with the sale of a closed restaurant and/or assets held for sale.

 

General and Administrative Expenses.   General and administrative expenses (“G&A”) are comprised of expenses associated with corporate and administrative functions that support development and restaurant operations and provide an infrastructure to support future growth.   Supervision and accounting fees received from certain franchise restaurants and license restaurants are offset against G&A.  G&A also includes share-based compensation expense related to executive officers, support center employees and market partners.

 

Interest Expense, Net.   Interest expense includes the cost of our debt obligations including the amortization of loan fees, reduced by interest income and capitalized interest.  Interest income includes earnings on cash and cash equivalents.

 

Equity Income from Unconsolidated Affiliates.   As of March 30, 2010 and March 31, 2009, we owned a 5.0% to 10.0% equity interest in 21 franchise restaurants and 19 franchise restaurants, respectively. Equity income from unconsolidated affiliates represents our percentage share of net income earned by these unconsolidated affiliates.

 

Net Income Attributable to Noncontrolling Interests.   Net income attributable to noncontrolling interests represents the portion of income attributable to the other owners of the majority-owned or controlled restaurants.  Our consolidated subsidiaries at March 30, 2010 and March 31, 2009 included ten majority-owned restaurants, all of which were open.

 

Results of Operations

 

 

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