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 31, 2009

 

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)

 

Delaware

 

20-1083890

(State or other jurisdiction of

 

(IRS Employer

incorporation or organization)

 

Identification Number)

 

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):

 

Large accelerated filer o

 

Accelerated filer x

 

 

 

Non-accelerated filer  o

 

Smaller reporting company  o

 

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 Class A and Class B common stock outstanding were 64,572,396 and 5,265,376, respectively, on May 1, 2009.

 

 

 



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 31, 2009 and December 30, 2008

3

Condensed Consolidated Statements of Income — For the 13 Weeks Ended March 31, 2009 and March 25, 2008

4

Condensed Consolidated Statements of Stockholders’ Equity and Comprehensive Income — For the 13 Weeks Ended March 31,2009

5

Condensed Consolidated Statements of Cash Flows — For the 13 Weeks Ended March 31, 2009 and March 25, 2008

6

Notes to Condensed Consolidated Financial Statements

7

Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations

16

Item 3 — Quantitative and Qualitative Disclosures About Market Risk

24

Item 4 — Controls and Procedures

24

 

 

PART II. OTHER INFORMATION

 

 

 

Item 1 — Legal Proceedings

25

Item 1A — Risk Factors

25

Item 2 — Unregistered Sales of Equity Securities and Use of Proceeds

25

Item 3 — Defaults Upon Senior Securities

25

Item 4 — Submission of Matters to a Vote of Security Holders

25

Item 5 — Other Information

25

Item 6 — Exhibits

25

 

 

Signatures

26

 

2



Table of Contents

 

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 31, 2009

 

December 30, 2008

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

7,753

 

$

5,258

 

Receivables, net of allowance for doubtful accounts of $650 at March 31, 2009 and $524 at December 30, 2008

 

8,600

 

9,922

 

Inventories, net

 

7,745

 

8,140

 

Prepaid income taxes

 

 

3,429

 

Prepaid expenses

 

6,093

 

6,097

 

Deferred tax assets

 

1,889

 

1,962

 

Total current assets

 

32,080

 

34,808

 

Property and equipment, net

 

459,080

 

456,132

 

Goodwill

 

114,813

 

114,807

 

Intangible asset, net

 

12,524

 

12,807

 

Other assets

 

4,376

 

4,109

 

Total assets

 

$

622,873

 

$

622,663

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Current maturities of long-term debt and obligations under capital leases

 

$

232

 

$

228

 

Accounts payable

 

25,672

 

32,175

 

Deferred revenue — gift cards/certificates

 

18,607

 

32,265

 

Accrued wages

 

19,147

 

15,500

 

Income tax payable

 

1,003

 

 

Accrued taxes and licenses

 

9,540

 

8,544

 

Other accrued liabilities

 

11,162

 

10,931

 

Total current liabilities

 

85,363

 

99,643

 

Long-term debt and obligations under capital leases, excluding current maturities

 

129,367

 

132,482

 

Stock option and other deposits

 

3,631

 

3,784

 

Deferred rent

 

10,434

 

9,920

 

Deferred tax liabilities

 

8,009

 

6,205

 

Fair value of derivative financial instruments

 

2,286

 

2,704

 

Other liabilities

 

4,980

 

5,128

 

Total liabilities

 

244,070

 

259,866

 

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, Class A, ($0.001 par value, 100,000,000 shares authorized, 64,287,499 and 64,070,620 shares issued and outstanding at March 31, 2009 and December 30, 2008, respectively)

 

64

 

64

 

Common stock, Class B, ($0.001 par value, 8,000,000 shares authorized, 5,265,376 shares issued and outstanding)

 

5

 

5

 

Additional paid in capital

 

221,876

 

220,385

 

Retained earnings

 

155,574

 

141,240

 

Accumulated other comprehensive loss

 

(1,404

)

(1,704

)

Total Texas Roadhouse, Inc. and subsidiaries stockholders’ equity

 

376,115

 

359,990

 

Noncontrolling interests

 

2,688

 

2,807

 

Total equity

 

378,803

 

362,797

 

Total liabilities and equity

 

$

622,873

 

$

622,663

 

 

See accompanying notes to condensed consolidated financial statements.

 

3



Table of Contents

 

Texas Roadhouse, Inc. and Subsidiaries

Condensed Consolidated Statements of Income

(in thousands, except per share data)

(unaudited)

 

 

 

13 Weeks Ended

 

 

 

March 31,
2009

 

March 25,
2008

 

Revenue:

 

 

 

 

 

Restaurant sales

 

$

244,090

 

$

208,601

 

Franchise royalties and fees

 

1,983

 

2,612

 

 

 

 

 

 

 

Total revenue

 

246,073

 

211,213

 

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

Restaurant operating costs:

 

 

 

 

 

Cost of sales

 

83,041

 

73,586

 

Labor

 

71,499

 

58,442

 

Rent

 

4,912

 

3,289

 

Other operating

 

40,860

 

33,250

 

Pre-opening

 

2,284

 

2,826

 

Depreciation and amortization

 

10,471

 

8,546

 

Impairment and closure

 

(86

)

703

 

General and administrative

 

10,809

 

9,871

 

 

 

 

 

 

 

Total costs and expenses

 

223,790

 

190,513

 

 

 

 

 

 

 

Income from operations

 

22,283

 

20,700

 

 

 

 

 

 

 

Interest expense, net

 

857

 

642

 

Equity income from investments in unconsolidated affiliates

 

(85

)

(69

)

 

 

 

 

 

 

Income before taxes

 

21,511

 

20,127

 

Provision for income taxes

 

6,715

 

6,953

 

Net income including noncontrolling interests

 

$

14,796

 

$

13,174

 

Less: Net income attributable to noncontrolling interests

 

462

 

261

 

 

 

 

 

 

 

Net income attributable to Texas Roadhouse, Inc. and subsidiaries

 

$

14,334

 

$

12,913

 

 

 

 

 

 

 

Net income per common share attributable to Texas Roadhouse, Inc. and subsidiaries:

 

 

 

 

 

Basic

 

$

0.21

 

$

0.17

 

 

 

 

 

 

 

Diluted

 

$

0.20

 

$

0.17

 

 

 

 

 

 

 

Weighted-average shares outstanding:

 

 

 

 

 

Basic

 

69,426

 

74,744

 

 

 

 

 

 

 

Diluted

 

70,506

 

76,443

 

 

See accompanying notes to condensed consolidated financial statements.

 

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Table of Contents

 

Texas Roadhouse, Inc. and Subsidiaries

Condensed Consolidated Statements of Stockholders’ Equity and Comprehensive Income

(in thousands, except share data)

(unaudited)

 

 

 

Class A

 

Class B

 

 

 

 

 

Accumulated
Other

 

 

 

 

 

 

 

Shares

 

Par
Value

 

Shares

 

Par
Value

 

Paid in
Capital

 

Retained
Earnings

 

Comprehensive
Income (Loss)

 

Noncontrolling
Interests

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 30, 2008

 

64,070,620

 

$

64

 

5,265,376

 

$

5

 

$

220,385

 

$

141,240

 

$

(1,704

)

$

2,807

 

$

362,797

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized gain on derivatives, net of tax

 

 

 

 

 

 

 

300

 

 

300

 

Net income

 

 

 

 

 

 

14,334

 

 

462

 

14,796

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

15,096

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Distributions to noncontrolling interests

 

 

 

 

 

 

 

 

(581

)

(581

)

Shares issued under stock option plan including tax effects

 

35,442

 

 

 

 

164

 

 

 

 

164

 

Settlement of restricted stock units, net of tax

 

181,437

 

 

 

 

(634

)

 

 

 

(634

)

Share-based compensation

 

 

 

 

 

1,961

 

 

 

 

1,961

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, March 31, 2009

 

64,287,499

 

$

64

 

5,265,376

 

$

5

 

$

221,876

 

$

155,574

 

$

(1,404

)

$

2,688

 

$

378,803

 

 

See accompanying notes to condensed consolidated financial statements.

 

5



Table of Contents

 

Texas Roadhouse, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

 

 

 

13 Weeks Ended

 

 

 

March 31, 2009

 

March 25, 2008

 

Cash flows from operating activities:

 

 

 

 

 

Net income attributable to Texas Roadhouse, Inc. and subsidiaries

 

$

14,334

 

$

12,913

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

Depreciation and amortization

 

10,471

 

8,546

 

Deferred income taxes

 

1,759

 

(1,747

)

Loss on disposition of assets

 

211

 

253

 

Impairment and closure

 

(88

)

611

 

Noncontrolling interests

 

462

 

261

 

Equity income from investments in unconsolidated affiliates

 

(85

)

(69

)

Distributions received from investments in unconsolidated affiliates

 

91

 

65

 

Provision for doubtful accounts

 

126

 

 

Share-based compensation expense

 

1,961

 

1,700

 

Changes in operating working capital:

 

 

 

 

 

Receivables

 

1,196

 

8,014

 

Inventories

 

395

 

218

 

Prepaid expenses and other current assets

 

4

 

(576

)

Other assets

 

(255

)

(140

)

Accounts payable

 

(6,503

)

(1,129

)

Deferred revenue — gift cards/certificates

 

(13,658

)

(13,598

)

Accrued wages

 

3,647

 

1,000

 

Excess tax benefits from share-based compensation

 

(32

)

(73

)

Prepaid income taxes and income taxes payable

 

4,464

 

8,118

 

Accrued taxes and licenses

 

977

 

1,354

 

Other accrued liabilities

 

231

 

(767

)

Deferred rent

 

514

 

519

 

Other liabilities

 

(44

)

611

 

 

 

 

 

 

 

Net cash provided by operating activities

 

$

20,178

 

$

26,084

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

Capital expenditures — property and equipment

 

(13,430

)

(24,384

)

Acquisitions of franchise restaurants, net of cash acquired

 

13

 

157

 

Proceeds from sale of property and equipment, including insurance proceeds

 

67

 

(5

)

 

 

 

 

 

 

Net cash used in investing activities

 

$

(13,350

)

$

(24,232

)

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

(Repayments of) proceeds from revolving credit facility, net

 

(3,000

)

9,000

 

Proceeds from noncontrolling interests contributions and other

 

 

445

 

Investments in unconsolidated affiliates

 

(18

)

 

Distributions to noncontrolling interest holders

 

(581

)

(258

)

Excess tax benefits from share-based compensation

 

32

 

73

 

Repurchase shares of common stock

 

 

(4,905

)

Repayments of stock option and other deposits

 

(543

)

(66

)

Proceeds from stock option and other deposits

 

390

 

405

 

Settlement of restricted stock units, net of tax

 

(634

)

 

Principal payments on long-term debt and capital lease obligations

 

(111

)

(73

)

Proceeds from exercise of stock options

 

132

 

136

 

 

 

 

 

 

 

Net cash (used in)/provided by financing activities

 

$

(4,333

)

$

4,757

 

 

 

 

 

 

 

Net increase in cash and cash equivalents

 

2,495

 

6,609

 

Cash and cash equivalents — beginning of period

 

5,258

 

11,564

 

Cash and cash equivalents — end of period

 

$

7,753

 

$

18,173

 

 

 

 

 

 

 

Supplemental disclosures of cash flow information:

 

 

 

 

 

Interest, net of amounts capitalized

 

$

1,009

 

$

873

 

Income taxes

 

$

492

 

$

582

 

 

See accompanying notes to condensed consolidated financial statements.

 

6



Table of Contents

 

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”), its wholly-owned subsidiaries and subsidiaries in which it owns more than 50 percent interest, as of and for the 13 weeks ended March 31, 2009 and March 25, 2008.  Texas Roadhouse, Inc.’s wholly-owned subsidiaries include: Texas Roadhouse Holdings LLC (“Holdings”), Texas Roadhouse Development Corporation (“TRDC”) and Texas Roadhouse Management Corp. (“Management Corp”).  The Company and its 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.  In accordance with the Company’s adoption of Statement of Financial Accounting Standard No. 160, Noncontrolling Interests in Consolidated Statements, an amendment of ARB No. 51 (“SFAS 160”), noncontrolling interests (previously shown as “minority interest in consolidated subsidiaries”) are reported below net income under the heading “Net income attributable to the noncontrolling interests” in the condensed consolidated statements of income and shown as a component of equity in the condensed consolidated balance sheets.  See note 5 for further discussion.

 

Management of the Company has 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 the financial position, results of operations and cash flows of the Company 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 31, 2009 are not necessarily indicative of the results that may be expected for the year ending December 29, 2009.  The financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 30, 2008.

 

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

 

(2)   Share-based Compensation

 

The Company may grant incentive and non-qualified stock options to purchase shares of Class A 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, the Company changed the method by which it provides share-based compensation to its 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 Class A 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 31, 2009

 

March 25, 2008

 

 

 

 

 

 

 

Labor expense

 

$

727

 

$

550

 

General and administrative expense

 

1,234

 

1,150

 

Total share-based compensation expense

 

$

1,961

 

$

1,700

 

 

7



Table of Contents

 

A summary of share-based compensation activity by type of grant as of March 31, 2009 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 30, 2008

 

6,276,323

 

$

10.14

 

 

 

 

 

Granted

 

 

 

 

 

 

 

Forfeited

 

(14,761

)

14.21

 

 

 

 

 

Exercised

 

(35,442

)

3.72

 

 

 

 

 

Outstanding at March 31, 2009

 

6,226,120

 

$

10.16

 

5.75

 

$

11,148

 

 

 

 

 

 

 

 

 

 

 

Exercisable at March 31, 2009

 

5,638,270

 

$

9.77

 

5.55

 

$

11,144

 

 

No stock options were granted during the 13 weeks ended March 31, 2009.

 

The total intrinsic value of options exercised during the 13 weeks ended March 31, 2009 and March 25, 2008 was $0.2 million and $0.6 million, respectively.  As of March 31, 2009, with respect to unvested stock options, there was $0.7 million of unrecognized compensation cost that is expected to be recognized over a weighted-average period of 0.5 year.  The total grant date fair value of stock options vested for both 13 week periods ended March 31, 2009 and March 25, 2008 was $0.6 million and $2.3 million, respectively.

 

Summary Details for RSUs

 

 

 

Shares

 

Weighted-
Average
Grant Date
Fair Value

 

 

 

 

 

 

 

Outstanding at December 30, 2008

 

1,253,530

 

$

9.63

 

Granted

 

160,835

 

7.96

 

Forfeited

 

(12,614

)

8.91

 

Vested

 

(258,471

)

10.05

 

Outstanding at March 31, 2009

 

1,143,280

 

$

9.31

 

 

As of March 31, 2009, with respect to unvested RSUs, there was $8.1 million of unrecognized compensation cost that is expected to be recognized over a weighted-average period of 1.8 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 period ended March 31, 2009 was $2.6 million.

 

In the fourth quarter of 2006, the Company awarded 36,000 restricted shares, at a weighted-average price of $14.55 per share, to two corporate office employees under the terms of the Plan.  The restricted shares vest after three years.  At March 31, 2009, the unrecognized compensation expense related to the restricted stock grants totaled approximately $0.1 million and will be recognized over the remaining vesting period.

 

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

 

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

 

 

 

March 31, 2009

 

December 30, 2008

 

Installment loans, due 2009 – 2020

 

$

2,149

 

$

2,194

 

Obligations under capital leases

 

450

 

516

 

Revolver

 

127,000

 

130,000

 

 

 

129,599

 

132,710

 

Less current maturities

 

232

 

228

 

 

 

$

129,367

 

$

132,482

 

 

The weighted-average interest rate for installment loans outstanding at March 31, 2009 and December 30, 2008 was 10.57% and 10.55%, respectively.  The debt is secured by certain land, buildings and equipment.

 

8



Table of Contents

 

The Company has 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 National City Bank which, in December 2008, was acquired by PNC Bank.  The facility expires on May 31, 2012.  The terms of the facility require the Company to 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%.  The Company is also required to pay a commitment fee of 0.10% to 0.175% per year on any unused portion of the facility, depending on its leverage ratio.  The weighted-average interest rate for the revolver at March 31, 2009 and December 30, 2008 was 2.28% and 2.73%, respectively.  At March 31, 2009, the Company had $127.0 million outstanding under the credit facility and $119.0 million of availability, net of $4.0 million of outstanding letters of credit.

 

The lenders’ obligation to extend credit under the facility depends on the Company 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 the Company to incur additional secured or unsecured indebtedness outside the facility, except for the incurrence of secured indebtedness that in the aggregate exceeds 20% of the Company’s consolidated tangible net worth or circumstances where the incurrence of secured or unsecured indebtedness would prevent the Company from complying with its financial covenants.  The Company was in compliance with all covenants as of March 31, 2009.

 

(4)   Derivative and Hedging Activities

 

The Company enters into derivative instruments for risk management purposes only, including derivatives designated as hedging instruments under Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities (“SFAS 133”)The Company uses interest rate-related derivative instruments to manage its exposure to fluctuations of interest rates.  By using these instruments, the Company exposes itself, 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 the Company, which creates credit risk for the Company.  The Company minimizes the credit risk by entering into transactions with high-quality counterparties whose credit rating is evaluated on a quarterly basis.  The Company’s 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 Company’s common stock.  The Company minimizes 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, the Company 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 its variable rate credit facility.  The Company has designated the interest rate swap as a cash flow hedge of its exposure to variability in future cash flows attributable to interest payments on a $25.0 million tranche of floating rate debt borrowed under its revolving credit facility.  Under the terms of the swap, the Company pays a fixed rate of 3.83% on the $25.0 million notional amount and receives 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, the Company 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 its variable rate credit facility.  The Company has designated the interest rate swap as a cash flow hedge of its exposure to variability in future cash flows attributable to interest payments on a $25.0 million tranche of floating rate debt borrowed under its revolving credit facility.  Under the terms of the swap, the Company pays a fixed rate of 2.34% on the $25.0 million notional amount and receives 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.

 

The Company entered into the above interest rate swaps with the objective of eliminating the variability of its 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.  The Company will reclassify any gain or loss from accumulated other comprehensive income, net of tax, on the Company’s consolidated balance sheet to interest expense on the Company’s consolidated statement of income when the interest rate swap expires or at the time the Company chooses 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 SFAS 133:

 

 

 

 

 

Derivative Assets

 

Derivative Liabilities

 

 

 

Balance Sheet
Location

 

March 31,
2009

 

December 30,
2008

 

March 31,
2009

 

December 30,
2008

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative Contracts Designated as Hedging Instruments under SFAS 133

 

(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swaps

 

 

 

$

 

$

 

$

2,286

 

$

2,704

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Derivative Contracts

 

 

 

$

 

$

 

$

2,286

 

$

2,704

 

 


(1)                             Derivative 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 thirteen weeks ended March 31, 2009 and March 25, 2008:

 

 

 

Amount of Loss
Recognized in AOCI
(effective portion)

 

Location of
Loss
Reclassified
from AOCI
Income

 

Amount of Loss
Reclassified from AOCI
to Income (effective
portion)

 

Location of
Loss Recognized
in Income (ineffective portion)

 

Amount of Loss Recognized
in Income (ineffective
portion)

 

 

 

2009

 

2008

 

 

2009

 

2008

 

 

2009

 

2008

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swaps

 

$

(1,404

)

$

 

 

$

 

$

 

 

$

 

$

 

 

(5)   Recent Accounting Pronouncements

 

In February 2008, the Financial Accounting Standards Board (“FASB”) issued Staff Position FAS 157-2, Effective Date of FASB Statement No. 157, which delayed the effective date of Statement of Financial Accounting Standard No. 157, Fair Value Measurements (“SFAS 157”) for most nonfinancial assets and nonfinancial liabilities until fiscal years beginning after November 15, 2008 (fiscal year 2009 for the Company).  The implementation of SFAS 157 for nonfinancial assets and nonfinancial liabilities did not impact the Company’s consolidated financial position, results of operations or cash flows.

 

In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations (“SFAS 141R”).  SFAS 141R establishes the principles and requirements for how an acquirer: 1) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree; 2) recognizes and measures the goodwill acquired in the business combination or gain from a bargain purchase;  and 3) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination.  SFAS 141R is to be applied prospectively to business combinations consummated on or after the beginning of the first annual reporting period on or after December 15, 2008 (fiscal year 2009 for the Company).  The Company will change its accounting treatment for business combinations on a prospective basis.

 

In December 2007, the FASB issued SFAS 160.  SFAS 160 establishes accounting and reporting standards that require: 1) noncontrolling interests to be reported as a component of equity; 2) changes in a parent’s ownership interest while the parent retains its controlling interest to be accounted for as equity transactions; and 3) any retained noncontrolling equity investment upon the deconsolidation of a subsidiary to be initially measured at fair value.  SFAS 160 also changes the accounting and reporting for minority interests such that they will be recharacterized as noncontrolling interests and classified as a component of equity.  SFAS 160 is to be applied prospectively to business combinations consummated on or after the beginning of the first annual reporting period on or after December 15, 2008 (fiscal year 2009 for the Company).  Certain provisions in SFAS 160 are required to be adopted retrospectively for all periods presented.  Such provisions include a requirement that the carrying value of noncontrolling interests be reclassified as a component of equity; and the condensed consolidated statements of income be recast to include net income attributable to the noncontrolling interests.

 

As a result of adopting SFAS 160, at the start of fiscal 2009, the Company presents noncontrolling interests (previously known as minority interest) as a component of equity on the condensed consolidated balance sheets.  Minority interest expense is no longer separately reported as a reduction to net income on the condensed consolidated statement of income, but is instead shown below net income under the heading “net income attributable to the noncontrolling interests”.  Total provision for income taxes remains

 

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Table of Contents

 

unchanged; however, the Company’s effective tax rate as calculated from the balances shown on the condensed consolidated statements of income has changed as net income attributable to noncontrolling interests is no longer included as a deduction in the determination of income from continuing operations.  As a result of this adoption, the Company reclassified $2,688 and $2,807 in noncontrolling interests from the mezzanine section to equity in the March 31, 2009 and the December 30, 2008 condensed consolidated balance sheets, respectively.

 

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities (“SFAS 161”).  SFAS 161 provides companies with requirements for enhanced disclosures about derivative instruments and hedging activities to enable investors to better understand their effects on a company’s financial position, financial performance and cash flows.  SFAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008 (fiscal year 2009 for the Company).  SFAS 161 encourages, but does not require, comparative disclosures for earlier periods at initial adoption.  The adoption of SFAS 161 did not have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

 

In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles (“SFAS 162”).  SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with GAAP in the United States.  This statement will be effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles.  The Company does not expect the adoption of SFAS 162 to have a significant impact on its consolidated financial position, results of operations or cash flows.

 

In April 2009, the FASB issued Staff Position No. FAS 107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial Instruments (“FSP FAS 107-1”).  FSP FAS 107-1 requires fair value disclosures on an interim basis for financial instruments that are not reflected in the condensed consolidated balance sheets at fair value.  Prior to the issuance of FSP FAS 107-1, the fair values of those financial instruments were only disclosed on an annual basis.  FSP FAS 107-1 is effective for interim reporting periods that end after June 15, 2009 (the Company’s second quarter).  The Company does not expect the adoption of FSP FAS 107-1 to have a material impact on its consolidated financial position, results of operations or cash flows.

 

(6)   Commitments and Contingencies

 

The estimated cost of completing capital project commitments at March 31, 2009 and December 30, 2008 was approximately $16.3 million and $34.0 million, respectively.

 

The Company 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. The Company has subsequently assigned the leases to the franchisees, but remains 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 officers, directors or 5% shareholders of the Company.

 

The Company is 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 the Company’s consolidated financial position, results of operations, or cash flows.

 

The Company currently buys most of its beef from two 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. The Company has no material minimum purchase commitments with its vendors that extend beyond a year.

 

(7)   Related Party Transactions

 

The Longview, Texas restaurant, which was acquired by the Company in connection with the completion of the initial public offering, leases the land and restaurant building from an entity controlled by Steven L. Ortiz, the Company’s 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 $16,000 per month and will increase by 5% on the 11th anniversary date of the lease. 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 $50,000 for each of the 13 week periods ended March 31, 2009 and March 25, 2008.

 

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The Bossier City, Louisiana restaurant, of which Steven L. Ortiz, the Company’s Chief Operating Officer, beneficially owns 66.0% and the Company owns 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 $15,000 per month for the first five years of the lease and escalates 10% each five year period during the term.  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 31, 2009 and March 25, 2008.

 

The Company has 14 franchise and license restaurants owned, in whole or part, by certain officers, directors or 5% shareholders of the Company at March 31, 2009 and March 25, 2008. These entities paid the Company fees of approximately $0.5 million during each of the 13 week periods ended March 31, 2009 and March 25, 2008, respectively.  As disclosed in note 6, the Company is 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 the Plan as discussed in note 2.  For the 13 weeks ended March 31, 2009 and March 25, 2008, options to purchase 4,876,839  and 3,177,066 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.

 

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

 

 

 

13 Weeks Ended

 

 

 

March 31, 2009

 

March 25, 2008

 

Net income attributable to Texas Roadhouse, Inc. and subsidiaries

 

$

14,334

 

$

12,913

 

 

 

 

 

 

 

Basic EPS:

 

 

 

 

 

Weighted-average common shares outstanding

 

69,426

 

74,744

 

 

 

 

 

 

 

Basic EPS

 

$

0.21

 

$

0.17

 

 

 

 

 

 

 

Diluted EPS:

 

 

 

 

 

Weighted-average common shares outstanding

 

69,426

 

74,744

 

Dilutive effect of stock options and restricted stock

 

1,080

 

1,699

 

Shares — diluted

 

70,506

 

76,443

 

 

 

 

 

 

 

Diluted EPS

 

$

0.20

 

$

0.17

 

 

(9)   Acquisitions

 

On September 24, 2008, the Company acquired one franchise restaurant.  Pursuant to the terms of the acquisition agreement, the Company paid a purchase price of approximately $1.5 million.  This acquisition is consistent with the Company’s long-term strategy to increase net income and earnings per share.

 

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Table of Contents

 

This transaction was accounted for using the purchase method as defined in SFAS No. 141, Business Combinations (“SFAS 141”).  Based on a purchase price of $1.5 million, including approximately $0.1 million of direct acquisition costs and net of $0.1 million of cash acquired, and the Company’s estimates of the fair value of net assets acquired, $1.0 million of goodwill was generated by the acquisition, which is not amortizable for book purposes, but is deductible for tax purposes.

 

The purchase price has been preliminarily allocated as follows:

 

Current assets

 

$

39

 

Property and equipment, net

 

204

 

Goodwill

 

1,024

 

Intangible asset

 

270

 

Other assets

 

11

 

Current liabilities

 

(92

)

 

 

 

 

 

 

$

1,456

 

 

If the acquisition had been completed as of the beginning of the quarter ended March 25, 2008, pro forma revenue, net income and earnings per share would have been as follows:

 

 

 

13 Weeks Ended

 

 

 

March 25, 2008

 

 

 

 

 

Revenue

 

$

212,171

 

Net income

 

$

12,976

 

Basic EPS

 

$

0.17

 

Diluted EPS

 

$

0.17

 

 

As a result of this acquisition, the Company recorded an intangible asset relating to certain reacquired franchise rights of $0.3 million in accordance with Emerging Issues Task Force (“EITF”) Issue No. 04-1, Accounting for Preexisting Relationships between the Parties to a Business Combination (“EITF 04-1”).  EITF 04-1 requires that a business combination between two parties that have a preexisting relationship be evaluated to determine if a settlement of a preexisting relationship exists. EITF 04-1 also requires that certain reacquired rights (including the rights to the acquirer’s trade name under a franchise agreement) be recognized as intangible assets apart from goodwill. However, if a contract giving rise to the reacquired rights includes terms that are favorable or unfavorable when compared to pricing for current market transactions for the same or similar items, EITF 04-1 requires that a settlement gain or loss be measured as the lesser of (i) the amount by which the contract is favorable or unfavorable under market terms from the perspective of the acquirer or (ii) the stated settlement provisions of the contract available to the counterparty to which the contract is unfavorable.

 

The intangible asset of $0.3 million has a weighted-average life of approximately 15 years.  When calculating this intangible asset, the Company considered the remaining term of the existing franchise agreement including renewals.  The Company recorded amortization expense relating to the intangible asset of approximately $4,300 for the 13 weeks ended March 31, 2009.  The Company expects the annual expense for each of the next five years to be approximately $17,000.

 

Effective July 23, 2008, the Company completed the acquisitions of nine franchise restaurants located in Tennessee.  Pursuant to the terms of the acquisition agreements, the Company paid an aggregate purchase price of approximately $8.4 million.  These acquisitions are consistent with the Company’s long-term strategy to increase net income and earnings per share.

 

These transactions were accounted for using the purchase method as defined in SFAS 141.  Based on a purchase price of $8.4 million, including approximately $0.2 million of direct acquisition costs and net of the $0.1 million of cash acquired and the $0.1 million charge related to EITF 04-1 and the Company’s estimates of the fair value of net assets acquired, $5.7 million of goodwill was generated by the acquisitions, which is not amortizable for book purposes, but is deductible for tax purposes.

 

The purchase price has been preliminarily allocated as follows:

 

Current assets

 

$

264

 

Property and equipment, net

 

1,741

 

Goodwill

 

5,697

 

Intangible asset

 

3,465

 

Current liabilities

 

(2,777

)

 

 

 

 

 

 

$

8,390

 

 

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If the acquisitions had been completed as of the beginning of the quarter ended March 25, 2008, pro forma revenue, net income and earnings per share would have been as follows:

 

 

 

13 Weeks Ended

 

 

 

March 25, 2008

 

 

 

 

 

Revenue

 

$

218,172

 

Net income

 

$

12,792

 

Basic EPS

 

$

0.17

 

Diluted EPS

 

$

0.17

 

 

As a result of these acquisitions, the Company incurred a charge of $0.1 million and recorded an intangible asset relating to certain reacquired franchise rights of $3.5 million in accordance with EITF 04-1.

 

The intangible asset of $3.5 million has a weighted-average life of approximately 13 years.  When calculating this intangible asset, the Company considered the remaining term of the existing franchise agreements including renewals.  The remaining terms ranged from 10 to 19 years.  The Company recorded amortization expense relating to the intangible asset of approximately $0.1 million for the 13 weeks ended March 31, 2009.  The Company expects the annual expense for each of the next five years to be $0.3 million.

 

On March 26, 2008, the first day of the Company’s second fiscal quarter, the Company completed the acquisitions of three restaurants located in Kentucky and Missouri.  Pursuant to the terms of the acquisition agreements, the Company paid an aggregate purchase price of approximately $8.5 million.  These acquisitions are consistent with the Company’s long-term strategy to increase net income and earnings per share.

 

These transactions were accounted for using the purchase method as defined in SFAS 141.  Based on a purchase price of $8.2 million, including approximately $0.1 million of direct acquisition costs and net of the $0.4 million of cash acquired and the $47,000 charge related to EITF 04-1, and the Company’s estimates of the fair value of net assets acquired, $6.4 million of goodwill was generated by the acquisitions, which is not amortizable for book purposes, but is deductible for tax purposes.

 

The purchase price has been allocated as follows:

 

Current assets

 

$

84

 

Property and equipment, net

 

867

 

Goodwill

 

6,441

 

Intangible asset

 

1,579

 

Current liabilities

 

(693

)

Noncurrent liabilities

 

(105

)

 

 

 

 

 

 

$

8,173

 

 

If the acquisitions had been completed as of the beginning of the quarter ended March 25, 2008, pro forma revenue, net income and earnings per share would have been as follows:

 

 

 

13 Weeks Ended

 

 

 

March 25, 2008

 

 

 

 

 

Revenue

 

$

214,527

 

Net income

 

$

13,034

 

Basic EPS

 

$

0.17

 

Diluted EPS

 

$

0.17

 

 

As a result of these acquisitions, the Company incurred a charge of $47,000 and recorded an intangible asset relating to certain reacquired franchise rights of $1.6 million in accordance with EITF 04-1.

 

The intangible asset of $1.6 million has a weighted-average life of approximately 13 years.  When calculating this intangible asset, the Company considered the remaining term of the existing franchise agreements including renewals.  The remaining terms ranged from 10 to 16 years.  The Company recorded amortization expense relating to the intangible asset of approximately $31,500 for the 13 weeks ended March 31, 2009.  The Company expects the annual expense for each of the next five years to be $0.1 million.

 

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Table of Contents

 

(10)   Fair Value Measurement

 

The following table presents the fair values for the Company’s financial assets and liabilities measured on a recurring basis as of March 31, 2009:

 

 

 

 

 

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

 

$

(2,286

)

$

 

$

(2,286

)

$

 

Deferred compensation plan - assets

 

2,018

 

2,018

 

 

 

Deferred compensation plan - liabilities

 

(1,979

)

(1,979

)

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

(2,247

)

$

39

 

$

(2,286

)

$

 

 

The fair value of the Company’s 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 the Company’s 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. The Company reports the accounts of the rabbi trust in its 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, is recorded in general and administrative expense on the condensed consolidated statements of income.

 

(11)   Stock Repurchase Program

 

On February 14, 2008, the Company’s Board of Directors approved a stock repurchase program under which it authorized the Company to repurchase up to $25.0 million of its Class A common stock.  On July 8, 2008, the Company’s Board of Directors approved a $50.0 million increase in the Company’s stock repurchase program.  The Company’s total stock repurchase authorization increased to $75.0 million.  Under this program, the Company may repurchase outstanding shares of its Class A common stock from time to time in open market transactions during the two-year period ending February 14, 2010.  The timing and the amount of any repurchases will be determined by management of the Company under parameters established by its 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 31, 2009, the Company did not repurchase any shares of its Class A common stock.  For the 13 weeks ended March 25, 2008 the Company paid approximately $4.9 million to repurchase and retire 529,900 shares at an average price of $9.24 per share.

 

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Table of Contents

 

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 31, 2009, there were 323 Texas Roadhouse restaurants operating in 46 states, including:

 

·  254 “company restaurants,” of which 244 were wholly-owned and ten 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.

 

· 69 “franchise restaurants,” of which 66 were franchise restaurants and three were license restaurants. We have a 5.0% to 10.0% ownership interest in 19 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 eight 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 ten majority-owned company restaurants, and (ii) 59 of the franchise restaurants.

 

Presentation of Financial and Operating Data

 

Throughout this report, the 13 weeks ended March 31, 2009 and March 25, 2008 are referred to as Q1 2009 and Q1 2008, respectively.

 

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 or 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 and the presence of shopping and entertainment centers and a significant employment base.

 

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.  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.  On February 24, 2009, we opened a new restaurant, Aspen Creek, which is wholly-owned by Texas Roadhouse, Inc.

 

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. As a result, we believe that our general and administrative costs will increase at a slower growth rate than our revenue.

 

Stock Repurchase Program.  We continue to look at opportunities to repurchase our Class A 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 Class A common stock.  As of March 31, 2009, $18.2 million worth of Class A common stock remains authorized for repurchase.

 

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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 later fiscal 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 system 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.

 

Franchise Royalties and Fees.   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 typically in the amount of 2.0% to 4.0% of gross sales, as defined in our franchise agreement, paid to us by our 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 and market 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.

 

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.

 

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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.   We own a 5.0% to 10.0% equity interest in 19 franchise restaurants. 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 31, 2009 included ten majority-owned restaurants, all of which were open.  Our consolidated subsidiaries at March 25, 2008 included nine majority-owned restaurants, seven of which were open and two of which were under construction.

 

Results of Operations

 

 

 

13 Weeks Ended

 

 

 

March 31, 2009

 

March 25, 2008

 

($ in thousands)

 

$

 

%

 

$

 

%

 

 

 

 

 

 

 

 

 

 

 

Revenue:

 

 

 

 

 

 

 

 

 

Restaurant sales

 

244,090

 

99.2

 

208,601

 

98.8

 

Franchise royalties and fees

 

1,983

 

0.8

 

2,612

 

1.2

 

 

 

 

 

 

 

 

 

 

 

Total revenue

 

246,073

 

100.0

 

211,213

 

100.0

 

 

 

 

 

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

(As a percentage of restaurant sales)

 

 

 

 

 

 

 

 

 

Restaurant operating costs:

 

 

 

 

 

 

 

 

 

Cost of sales

 

83,041

 

34.0

 

73,586

 

35.3

 

Labor

 

71,499

 

29.3

 

58,442

 

28.0

 

Rent

 

4,912

 

2.0

 

3,289

 

1.6

 

Other operating

 

40,860

 

16.7

 

33,250

 

15.9

 

(As a percentage of total revenue)

 

 

 

 

 

 

 

 

 

Pre-opening

 

2,284

 

0.9

 

2,826

 

1.3

 

Depreciation and amortization

 

10,471

 

4.3

 

8,546

 

4.0

 

Impairment and closure

 

(86

)

NM

 

703

 

0.3

 

General and administrative

 

10,809

 

4.4

 

9,871

 

4.7

 

 

 

 

 

 

 

 

 

 

 

Total costs and expenses

 

223,790

 

90.9

 

190,513

 

90.2

 

Income from operations

 

22,283

 

9.1

 

20,700

 

9.8

 

Interest expense, net

 

857

 

0.3

 

642

 

0.3

 

Equity income from investments in unconsolidated affiliates

 

(85

)

NM

 

(69

)

NM

 

 

 

 

 

 

 

 

 

 

 

Income before taxes

 

21,511

 

8.7

 

20,127

 

9.5

 

Provision for income taxes

 

6,715

 

2.7

 

6,953

 

3.3

 

Net income including noncontrolling interests

 

14,796

 

6.0

 

13,174

 

6.2

 

Net income attributable to noncontrolling interests

 

462

 

0.2

 

261

 

0.1

 

Net income attributable to Texas Roadhouse, Inc. and subsidiaries

 

14,334

 

5.8

 

12,913

 

6.1

 

 

NM — Not meaningful

 

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Restaurant Unit Activity

 

 

 

Company

 

Franchise

 

Total

 

Balance at December 30, 2008

 

245

 

69

 

314

 

Openings

 

9

 

 

9

 

Acquisitions (Dispositions)

 

 

 

 

Closures

 

 

 

 

 

 

 

 

 

 

 

 

Balance at March 31, 2009

 

254

 

69

 

323

 

 

Q1 2009 (13 weeks) Compared to Q1 2008 (13 weeks)

 

Restaurant Sales.   Restaurant sales increased by 17.0% in Q1 2009 as compared to Q1 2008.  These increases were primarily attributable to the opening of new restaurants and the acquisitions of franchise restaurants in fiscal 2008, partially offset by a decrease in comparable restaurant sales and average unit volumes.

 

The following table summarizes certain key drivers and/or attributes of restaurant sales at company restaurants for the periods.

 

 

 

Q1 2009

 

Q1 2008

 

 

 

 

 

 

 

Store weeks

 

3,249

 

2,667

 

Comparable restaurant sales growth

 

(1.3

)%

(1.2

)%

Average unit volume (in thousands)

 

$

969

 

$

996

 

 

We have implemented certain menu pricing increases to partially offset impacts from higher operating costs, including higher food costs and increased minimum and tip wages, and other inflationary pressures.  The following table summarizes our menu pricing actions for the periods shown.

 

 

 

Increased Menu
Pricing

 

May/June 2008

 

1.5

%

January/February 2008

 

1.1

%

 

Effective in April 2009, we implemented an average menu price increase of 1.4%.  We will continue to evaluate the need for and test further menu price increases as we assess the current inflationary and competitive environment.

 

On September 24, 2008, we acquired one franchise restaurant, which is expected to have no significant net revenue or accretive impact on an on-going annual basis.  In Q1 2009, restaurant sales included $1.0 million from the acquired franchise restaurant.  Effective July 23, 2008, we acquired nine franchise restaurants.  On a 12-month basis, the acquisitions are expected to add approximately $31.0 million of net revenue and have no significant accretive impact.  In Q1 2009, restaurant sales included $6.2 million from the nine acquired franchise restaurants.  Effective March 26, 2008, we acquired three franchise restaurants.  On an on-going annual basis, we estimate these acquisitions will be accretive to diluted earnings per share by approximately $0.005.  In Q1 2009, restaurant sales included $3.3 million from the three acquired franchise restaurants.

 

Franchise Royalties and Fees.   Franchise royalties and fees decreased by $0.6 million, or by 24.1%, in Q1 2009 from Q1 2008.  This decrease was primarily attributable to the loss of royalties associated with the acquisition of 13 franchise restaurants in 2008, the reduction of royalties in several restaurants and a decrease in average unit volumes.  These decreases were partially offset by increasing royalty rates in conjunction with the renewal of certain franchise agreements.  The acquired franchise restaurants generated approximately $0.4 million in franchise royalties in Q1 2008.  Franchise comparable restaurant sales decreased 1.7% in Q1 2009.  Franchise restaurant count activity is shown in the restaurant unit activity table above.  We anticipate our franchise royalties and fees will continue to decrease in 2009 due to the impact of acquisitions of franchise restaurants in 2008.

 

Restaurant Cost of Sales.   Restaurant cost of sales, as a percentage of restaurant sales, decreased to 34.0% in Q1 2009 from       35.3% in Q1 2008.  The decrease in Q1 2009 was primarily attributable to the benefit of lower beef costs and dairy costs and menu price increases discussed above, partially offset by higher commodity costs on chicken and food items such as wheat and oil-based ingredients.  For 2009, we have fixed price contracts for 90% of our beef product volume with the remainder currently subject to fluctuating market prices.  We expect commodity cost deflation of approximately 2.0-3.0% in 2009.

 

Restaurant Labor Expenses.   Restaurant labor expenses, as a percentage of restaurant sales, increased to 29.3% in Q1 2009 from 28.0% in Q1 2008.  The increase was primarily attributable to a decrease in average unit volumes combined with higher labor costs associated with restaurants opened in 2008 and higher average wage rates.  Additionally, payroll tax expense was higher as a result of state unemployment rate changes that occurred in Q1 2009.  These increases were partially offset by menu price increases discussed

 

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above.  We generally incur higher labor costs, as a percentage of restaurant sales, during the first few months after the opening of a new restaurant.   Higher average hourly wage rates resulted from several state-mandated increases in minimum and tip wage rates throughout 2008 and into 2009, including an increase in federal minimum wage rate in July 2008.  We anticipate our labor costs will continue to be pressured by inflation, which is primarily caused by federal- and state-mandated increases in minimum and tip wages rates.  These increases may or may not be offset by additional menu price adjustments.

 

Restaurant Rent Expense.   Restaurant rent expense, as a percentage of restaurant sales, increased to 2.0% in Q1 2009 from 1.6% in Q1 2008.  The increase was primarily attributable to rent expense associated with the franchise restaurants acquired in 2008 and the restaurants opened in Q1 2009 and 2008, as we are leasing more land than we have in the past.

 

Restaurant Other Operating Expenses Restaurant other operating expenses, as a percentage of restaurant sales, increased to 16.7% in Q1 2009 from 15.9% in Q1 2008.  The increase was primarily attributable to a decrease in average unit volumes combined with higher costs for supplies, property taxes, utilities and repairs and maintenance, as a percentage of restaurant sales. We have seen utility pressures subside recently and have been working with various suppliers to lock in lower natural gas and electric rates where possible.

 

Restaurant Pre-opening Expenses.   Pre-opening expenses decreased to $2.3 million in Q1 2009 from $2.8 million in Q1 2008.  The decrease in Q1 2009 was primarily attributable to fewer restaurants being in the development pipeline in Q1 2009 compared to Q1 2008.  Pre-opening costs will fluctuate from period to period based on the number and timing of restaurant openings and the number and timing of restaurant managers hired.

 

Depreciation and Amortization Expense.   D&A, as a percentage of total revenue, increased to 4.3% in Q1 2009 from 4.0% in Q1 2008.  The increase was primarily attributable to higher construction costs and other capital spending on new restaurants and a decrease in average unit volumes, partially offset by lower depreciation expense on older restaurants.

 

Impairment and Closure Expenses.  Impairment and closure expenses decreased to a credit of $0.1 million in Q1 2009 compared to a charge of $0.7 million in Q1 2008.  We recorded $0.7 million in Q1 2008 due to lease reserve and other charges incurred in conjunction with the closure of a restaurant in Q1 2008.  The $0.1 million credit in Q1 2009 is a result of settling the lease reserve for this restaurant.

 

General and Administrative Expenses.  G&A, as a percentage of total revenue, decreased to 4.4% in Q1 2009 from 4.7% in Q1 2008.  The decrease in Q1 2009 was primarily attributable to the leveraging of costs due to revenue growth, combined with a decrease in costs that are associated with restaurant sites no longer in development.

 

Interest Expense, Net.   Interest expense increased to $0.9 million in Q1 2009 from $0.6 million in Q1 2008.  The increase was primarily attributable to increased borrowings under our credit facility, a decrease in interest income and lower capitalized interest, partially offset by lower interest rates.  The increased borrowings were primarily related to money spent on stock repurchases and franchise restaurant acquisitions during 2008.  Lower interest income and capitalized interest were primarily due to lower interest rates and slower development in Q1 2009 compared to Q1 2008.

 

Income Tax Expense.   We account for income taxes in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 109, Accounting for Income Taxes.  Our effective tax rate decreased to 31.9% in Q1 2009 from 35.0% in Q1 2008.  The decrease was primarily attributable to lower non-deductible stock option expense and higher federal tax credits, such as FICA tip credit and Work Opportunity Tax credits, as a percentage of net income before income tax.  We expect the effective tax rate to be approximately 32.0% for fiscal 2009.

 

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Table of Contents

 

Liquidity and Capital Resources

 

The following table presents a summary of our net cash provided by (used in) operating, investing and financing activities:

 

 

 

13 Weeks Ended

 

 

 

March 31, 2009

 

March 25, 2008

 

 

 

 

 

 

 

Net cash provided by operating activities

 

$

20,178

 

$

26,084

 

Net cash used in investing activities

 

(13,350

)

(24,232

)

Net cash (used in)/provided by financing activities

 

(4,333

)

4,757

 

 

 

 

 

 

 

Net increase in cash and cash equivalents

 

$

2,495

 

$

6,609

 

 

Net cash provided by operating activities was $20.2 million in Q1 2009 compared to $26.1 million in Q1 2008.  This decrease was primarily due to a $6.8 million reduction in the source of cash from accounts receivable.  Our fiscal year 2007 ended on a bank holiday, therefore we had a larger than normal amount of credit card settlements in accounts receivable at the end of 2007, which were subsequently received during the first quarter of 2008.  This, combined with decreases in other working capital, was partially offset by higher depreciation and deferred income taxes.

 

Our operations have not required significant working capital and, like many restaurant companies, we have been able to operate with negative working capital.  Sales are primarily for cash, and restaurant operations do not require significant inventories or receivables.  In addition, we received trade credit for the purchase of food, beverages and supplies, thereby reducing the need for incremental working capital to support growth.

 

Net cash used in investing activities was $13.4 million in Q1 2009 compared to $24.2 million in Q1 2008.  This decrease was due to fewer restaurants in the development pipeline in Q1 2009.  In fiscal 2009, we have reduced our planned Company-owned restaurant openings to approximately 15 restaurants, nine of which opened in Q1 2009, compared to 29 restaurants opened in fiscal 2008.

 

We require capital principally for the development of new company restaurants and the refurbishment of existing restaurants.  We either lease our restaurant site locations under operating leases for periods of five to 30 years (including renewal periods) or purchase the land where it is cost effective. As of March 31, 2009 there were 115 restaurants developed on land which we owned.

 

Our future capital requirements will primarily depend on the number of new restaurants we open and the timing of those openings within a given fiscal year. These requirements will include costs directly related to opening new restaurants and may also include costs necessary to ensure that our infrastructure is able to support a larger restaurant base. In fiscal 2009, we expect our capital expenditures to be approximately $50.0 million to $60.0 million, substantially all of which will relate to planned restaurant openings.  This amount excludes any cash we may use for franchise acquisitions.  We intend to satisfy our capital requirements over the next 12 months with cash on hand, net cash provided by operating activities and funds available under our credit facility.  However, for 2009, we anticipate net cash provided by operating activities will exceed capital expenditures.

 

Net cash used in financing activities was $4.3 million in Q1 2009 as compared to net cash provided by financing activities of $4.8 million in Q1 2008.  This decrease was primarily due to decreased borrowings under our credit facility, offset by stock repurchases of $4.9 million in Q1 2008.  The borrowings in 2008 were made in conjunction with the acquisition of three franchise restaurants in the second quarter of 2008.

 

On February 14, 2008, our Board of Directors approved a stock repurchase program to repurchase up to $25.0 million of Class A common stock.  On July 8, 2008, our Board of Directors approved a $50.0 million increase in the Company’s stock repurchase program, thereby increasing the Company’s total stock repurchase authorization to $75.0 million.  Under this program, we may repurchase outstanding shares from time to time in open market transactions during the two-year period ending February 14, 2010.  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 our stock price, market conditions and other corporate considerations.  The approximate dollar value of shares that may yet be purchased under the plan is $18.2 million.

 

In Q1 2009, we paid distributions of $0.6 million to equity holders of seven of our majority-owned company restaurants.  Currently, our intent is to retain our future earnings, if any, primarily to finance the future development and operation of our business.

 

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 National City Bank which, in December 2008, was acquired by PNC Bank.  The facility expires on May 31, 2012.  The terms of the facility require us to pay interest on outstanding borrowings at LIBOR plus a margin of 0.50% to 0.875%, depending on our 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 31, 2009 and December 

 

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30, 2008 was 2.28% and 2.73%, respectively.  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 31, 2009.

 

At March 31, 2009, we had $127.0 million of outstanding borrowings under our credit facility and $119.0 million of availability net of $4.0 million of outstanding letters of credit.  In addition, we had various other notes payable totaling $2.1 million with interest rates ranging from 4.35% to 10.80%.  Each of these notes related to the financing of specific restaurants. Our total weighted-average effective interest rate at March 31, 2009 was 2.42%.

 

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 its exposure to variability in future cash flows attributable to interest payments on a $25.0 million tranche of floating rate debt borrowed under its 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. Our counterparty in this interest rate swap is J.P. Morgan Chase, N.A.

 

On January 7, 2009, we entered into another 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.  Our counterparty in this interest rate swap is J.P. Morgan Chase, N.A.

 

Contractual Obligations

 

The following table summarizes the amount of payments due under specified contractual obligations as of March 31, 2009:

 

 

 

Payments Due by Period

 

 

 

Total

 

Less than
1 year

 

1-3
Years

 

3-5
Years

 

More than
5 years

 

 

 

(in thousands)

 

Long-term debt obligations

 

$

129,149

 

$

158

 

$

361

 

$

127,447

 

$

1,183

 

Capital lease obligations

 

450

 

74

 

173

 

203

 

 

Interest (1)

 

1,371

 

263

 

447

 

322

 

339

 

Operating lease obligations

 

203,961

 

18,861

 

37,508

 

36,942

 

110,650

 

Capital obligations

 

16,307

 

16,307

 

 

 

 

Total contractual obligations (2)

 

$

351,238

 

$

35,663

 

$

38,489

 

$

164,914

 

$

112,172

 

 


(1)   Assumes constant rate until maturity for our fixed and variable rate debt and capital lease obligations.
Uses interest rates as of March 31, 2009 for our variable rate debt.  Interest payments on our variable-rate revolving credit facility have been excluded from the amounts shown above, primarily because the balance outstanding under our revolving credit facility, described further in note 3 of the condensed consolidated financial statements, can fluctuate daily.

 

(2)   This amount excludes $0.6 million of unrecognized tax benefits under Financial Accounting Standards Board (“FASB”) Interpretation No. 48, Accounting for Uncertainty in Income Taxes — an Interpretation of FASB Statement No. 109 (“FIN 48”).

 

The Company has no material minimum purchase commitments with its vendors that extend beyond a year.  See note 6 to the condensed consolidated financial statements for details of contractual obligations.

 

Off-Balance Sheet Arrangements

 

Except for operating leases (primarily restaurant leases), we do not have any off-balance sheet arrangements.

 

Guarantees

 

We entered into real estate lease agreements for franchise restaurants located in Everett, MA, Longmont, CO, Montgomeryville, PA, Fargo, ND and Logan, UT prior to our granting franchise rights for those restaurants. We have subsequently assigned the leases to the franchisees, but we remain contingently liable if a franchisee defaults under the terms of a lease. The Longmont lease expires in May 2014, the Everett lease expires in February 2018, the Montgomeryville lease expires in June 2021, the Fargo lease expires in July 2016 and the Logan lease expires in August 2019.

 

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Table of Contents

 

Recently Issued Accounting Standards

 

In February 2008, the Financial Accounting Standards Board (“FASB”) issued Staff Position FAS 157-2, Effective Date of FASB Statement No. 157, which delayed the effective date of SFAS 157 for most nonfinancial assets and nonfinancial liabilities until fiscal years beginning after November 15, 2008 (our fiscal year 2009).  The implementation of SFAS 157 for nonfinancial assets and nonfinancial liabilities did not impact our consolidated financial position, results of operations or cash flows.  See note 10 of the condensed consolidated financial statements for additional fair value discussions.

 

In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations (“SFAS 141R”).  SFAS 141R establishes the principles and requirements for how an acquirer: 1) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree; 2) recognizes and measures the goodwill acquired in the business combination or gain from a bargain purchase;  and 3) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination.  SFAS 141R is to be applied prospectively to business combinations consummated on or after the beginning of the first annual reporting period on or after December 15, 2008 (our fiscal year 2009).  We will change our accounting treatment for business combinations on a prospective basis.

 

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements — an amendment of ARB No. 51 (“SFAS 160”).  SFAS 160 establishes accounting and reporting standards that require: 1) noncontrolling interests to be reported as a component of equity; 2) changes in a parent’s ownership interest while the parent retains its controlling interest to be accounted for as equity transactions; and 3) any retained noncontrolling equity investment upon the deconsolidation of a subsidiary to be initially measured at fair value.  SFAS 160 also changes the accounting and reporting for minority interests such that they will be recharacterized as noncontrolling interests and classified as a component of equity.  SFAS 160 is to be applied prospectively to business combinations consummated on or after the beginning of the first annual reporting period on or after December 15, 2008 (our fiscal year 2009).

 

As a result of adopting SFAS 160, at the start of fiscal 2009, we present noncontrolling interests (previously known as minority interest) as a component of equity on our condensed consolidated balance sheets.  Minority interest expense is no longer separately reported as a reduction to net income on our condensed consolidated statement of income, but is instead shown below net income under the heading “net income attributable to the noncontrolling interests”.  Total provision for income taxes remains unchanged; however, our effective tax rate as calculated from the balances shown on the condensed consolidated statements of income has changed as net income attributable to noncontrolling interests is no longer included as a deduction in the determination of income from continuing operations.  The adoption of SFAS 160 did not have any other material impact on our consolidated financial position, results of operations or cash flows.

 

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities (“SFAS 161”).  SFAS 161 provides companies with requirements for enhanced disclosures about derivative instruments and hedging activities to enable investors to better understand their effects on a company’s financial position, financial performance and cash flows.  These requirements include the disclosure of the fair values of derivative instruments and their gains and losses in a tabular format.  SFAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008 (our fiscal year 2009).  SFAS 161 encourages, but does not require, comparative disclosures for earlier periods at initial adoption.  The adoption of SFAS 161 did not have a material impact on our consolidated financial position, results of operations or cash flows.

 

In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles (“SFAS 162”).  This Statement identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (“GAAP”) in the United States.  This statement will be effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles.  We do not expect the adoption of SFAS 162 to have a significant impact on our consolidated financial position, results of operations or cash flows.

 

In April 2009, the FASB issued Staff Position No. FAS 107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial Instruments (“FSP FAS 107-1”).  FSP FAS 107-1 requires fair value disclosures on an interim basis for financial instruments that are not reflected in the condensed consolidated balance sheets at fair value.  Prior to the issuance of FSP FAS 107-1, the fair values of those financial instruments were only disclosed on an annual basis.  FSP FAS 107-1 is effective for interim reporting periods that end after June 15, 2009 (our fiscal 2009 second quarter).  We do not expect the adoption of FSP FAS 107-1 to have a material impact on its consolidated financial position, results of operations or cash flows.

 

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

We are exposed to market risk from changes in interest rates on debt and changes in commodity prices. Our exposure to interest rate fluctuations is limited to our outstanding bank debt and dependent on the interest rate option we choose to utilize under our revolving line of credit.  Our options for the rate are the Base Rate, which is the higher of the issuing bank’s prime lending rate or the Federal Funds rate plus 0.50%, or the London Interbank Offered Rate (“LIBOR”) plus an applicable margin.  At March 31, 2009 there was $127.0 million outstanding under our revolving line of credit which bears interest at approximately 50 to 87.5 basis points (depending on our leverage ratios) over LIBOR.   Our various other notes payable totaled $2.1 million at March 31, 2009 and had fixed rates ranging from 4.35% to 10.80%.  Should interest rates on our variable rate borrowings increase by one percentage point, our estimated annual interest expense would increase by $1.3 million.

 

On October 22, 2008, we entered into an interest rate swap with a notional amount of $25.0 million to hedge a portion of the cash flows of our variable rate borrowings. 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 on the LIBOR component of the $25.0 million notional amount.

 

On January 7, 2009, we entered into another interest rate swap, starting 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.

 

By using derivative instruments to hedge exposures to changes in interest rates, we expose ourselves to credit risk. Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. 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 swap is J.P. Morgan Chase, N.A.

 

Many of the ingredients used in the products sold in our restaurants are commodities that are subject to unpredictable price volatility. Currently, we do not utilize fixed price contracts for certain commodities such as produce and cheese, therefore, we are subject to prevailing market conditions when purchasing those types of commodities. For other commodities, we employ various purchasing and pricing contract techniques in an effort to minimize volatility, including fixed price contracts for terms of generally one year or less and negotiating prices with vendors with reference to fluctuating market prices.  We currently do not use financial instruments to hedge commodity prices, but we will continue to evaluate their effectiveness. Extreme and/or long term increases in commodity prices could adversely affect our future results, especially if we are unable, primarily due to competitive reasons, to increase menu prices. Additionally, if there is a time lag between the increasing commodity prices and our ability to increase menu prices or if we believe the commodity price increase to be short in duration and we choose not to pass on the cost increases, our short-term financial results could be negatively affected.

 

We are subject to business risk as our beef supply is highly dependent upon two vendors.  If these vendors were unable to fulfill their obligations under their contracts, we may encounter supply shortages and incur higher costs to secure adequate supplies, any of which would harm our business.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of disclosure controls and procedures

 

We have evaluated the effectiveness of the design and operation of our disclosure controls and procedures pursuant to, and as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) as of the end of the period covered by this report. Based on the evaluation, performed under the supervision and with the participation of our management, including the Chief Executive Officer (the “CEO”) and the Chief Financial Officer (the “CFO”), our management, including the CEO and CFO, concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

 

Changes in internal control

 

During the period covered by this report, there were no changes with respect to our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

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PART II — OTHER INFORMATION

 

ITEM 1.  LEGAL PROCEEDINGS

 

Occasionally, we are a defendant in litigation arising in the ordinary course of our business, including “slip and fall’ accidents, employment related claims and claims from guests or employees alleging illness, injury or food quality, health or operational concerns.  None of these types of litigation, most of which are covered by insurance, has had a material effect on us and, as of the date of this report, we are not party to any litigation that we believe would have a material adverse effect on our business.

 

ITEM 1A.   RISK FACTORS

 

Information regarding risk factors appears in our Annual Report on Form 10-K for the year ended December 30, 2008, under the heading “Special Note Regarding Forward-looking Statements” and in the Form 10-K Part I, Item 1A, Risk Factors.  There have been no material changes from the risk factors previously disclosed in our Form 10-K, except as follows:

 

Health concerns arising from outbreaks of viruses may have an adverse effect on our business.

 

The United States and other countries have experienced, or may experience in the future, outbreaks of viruses, such as Avian Flu SARS and H1N1.  To the extent that a virus is food-borne, future outbreaks may adversely affect the price and availability of certain food products and cause our guests to eat less of a product.  To the extent that a virus is transmitted by human-to-human contact, our employees or guests could become infected, or could choose, or be advised, to avoid gathering in public places, any one of which could adversely affect our business.

 

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

On February 14, 2008, our Board of Directors approved a stock repurchase program under which it authorized the Company to repurchase up to $25.0 million of its Class A common stock during the two-year period ending February 14, 2010.   On July 8, 2008, our Board of Directors approved a $50.0 million increase in our stock repurchase program.

 

No purchases of our common stock were made by us during the 13 weeks ended March 31, 2009.  The approximate dollar value of shares that may yet be purchased under the plan is $18.2 million.

 

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

 

None.

 

ITEM 5.  OTHER INFORMATION.

 

None.

 

ITEM 6. EXHIBITS.

 

Exhibit No.

 

Description

31.1

 

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

 

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

 

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2

 

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

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SIGNATURES

 

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

 

 

TEXAS ROADHOUSE, INC.

 

 

Date: May 8, 2009

By:

/s/ G.J. Hart

 

 

G.J. Hart

 

 

President, Chief Executive Officer

 

 

(principal executive officer)

 

 

Date: May 8, 2009

By:

/s/ Scott M. Colosi

 

 

Scott M. Colosi

 

 

Chief Financial Officer

 

 

(principal financial officer)

 

 

(chief accounting officer)

 

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