8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8‑K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):February 16, 2017

RED ROBIN GOURMET BURGERS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-34851	84-1573084
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6312 S. Fiddler’s Green Circle, Suite 200N Greenwood Village, Colorado	80111
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (303) 846-6000

Not Applicable

(Former name or former address, if changed since last report.)

 ___________________________________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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ITEM 2.02 Results of Operations and Financial Condition

On February 21, 2017, Red Robin Gourmet Burgers, Inc. issued a press release describing selected financial results for the fourth fiscal quarter and fiscal year ended December 25, 2016. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. A copy of the supplemental financial information for the fourth fiscal quarter and fiscal year ended December 25, 2016, that will be referred to during today’s investor conference call and webcast is being furnished as Exhibit 99.2 to this Form 8-K.

The information in this Item 2.02, including the information set forth in Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.

ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Appointment of New Principal Accounting Officer

On February 16, 2017, the Board of Directors of the Company designated Mr. Guy Constant as the Company’s principal accounting officer, effective March 1, 2017.

Concurrently with the appointment of Mr. Constant to this role, Mr. Terry Harryman, who served as the Company’s Chief Accounting Officer and Controller (and principal accounting officer) since joining the Company in October 2012, was appointed to the position of Vice President, Finance, Planning and Investor Relations. Effective March 1, 2017, Mr. Harryman will cease to perform the duties of principal accounting officer for the Company in connection with the transition to his new position and Mr. Constant’s appointment as principal accounting officer.

Mr. Constant, age 52, joined the Company in December 2016 as Executive Vice President and Chief Financial Officer (our principal financial officer). He will continue in these positions and will continue to serve as our principal financial officer. Prior to joining the Company, and as previously disclosed when Mr. Constant joined the Company, Mr. Constant served as Chief Financial Officer, Executive Vice President of Finance, and Treasurer of Rent-A-Center, Inc. from June 2014 until December 2016. Mr. Constant served as the Chief Financial Officer and Executive Vice President of Brinker International Inc. from September 2010 to March 2014 and also served as its principal accounting officer. He served as the President of Global Business Development of Brinker International, Inc., from January 2013 to March 2014. He served as Senior Vice President of Finance from May 2008 to September 2010, Vice President of Strategic Planning and Analysis and Investor Relations from September 2005 to May 2008, and Senior Director of Compensation from November 2004 to September 2005. Prior to Brinker, he spent nine years at AMR Corporation, the parent of American Airlines, in various marketing, finance, and human resources positions of increasing scope and responsibility. He earned his Bachelor of Arts in Economics and Political Science from the University of Manitoba and a Master of Business Administration from the University of Western Ontario.

Mr. Constant is not and has not been involved in any related party transactions with the Company and does not have any family relationships with any other director, executive officer, or any persons nominated for such positions. There is no arrangement or understanding between Mr. Constant and any other person pursuant to which Mr. Constant was appointed as Chief Accounting Officer of the Company.

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ITEM 9.01 Financial Statements and Exhibits

(d)    Exhibits

Exhibit No.	Description
99.1	Red Robin Gourmet Burgers, Inc. Press Release dated February 21, 2017.
99.2	Supplemental Financial Information dated February 21, 2017, provided by Red Robin Gourmet Burgers, Inc.

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SIGNATURE

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 hereunto duly authorized.

RED ROBIN GOURMET BURGERS, INC.

Date: February 21, 2017             

By:     /s/ Guy J. Constant        

Name:    Guy J. Constant

Title:    Executive Vice President and Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Red Robin Gourmet Burgers, Inc. Press Release dated February 21, 2017.
99.2	Supplemental Financial Information dated February 21, 2017 provided by Red Robin Gourmet Burgers, Inc.

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EX-99.1

Exhibit 99.1

Red Robin Gourmet Burgers Reports Final Results for the Fiscal Fourth Quarter and Year Ended December 25, 2016

Greenwood Village, CO – February 21, 2017 – Red Robin Gourmet Burgers, Inc., (NASDAQ: RRGB), a casual dining restaurant chain serving an innovative selection of high-quality gourmet burgers in a family-friendly atmosphere, today reported financial results for the quarter and year ended December 25, 2016.

Fourth Quarter 2016 Financial Highlights Compared to Fourth Quarter 2015

• Total revenues were $291.5 million, an increase of 1.8%;

• Comparable restaurant revenue decreased 4.3%;

• Adjusted EBITDA was $30.2 million compared to $35.0 million (see Schedule III);

• GAAP (loss)/earnings per diluted share were $(0.68) compared to $0.84;

• Adjusted earnings per diluted share were $0.35 compared to $0.86 (see Schedule I); and,

• The Company repurchased $14.6 million of its common stock.

Fiscal Year 2016 Financial Highlights Compared to Fiscal Year 2015

• Total revenues were $1.3 billion, an increase of 3.1%;

• Comparable restaurant revenue decreased 3.3%;

• Adjusted EBITDA was $142.9 million compared to $148.2 million (see Schedule III);

• GAAP earnings per diluted share were $0.87 compared to $3.36;

• Adjusted earnings per diluted share were $2.78 compared to $3.32; and,

• The Company repurchased $46.1 million of its common stock.

“The changes we made to streamline the team and focus on value, speed and service in the back half of last year have strengthened our business and resulted in significantly improved guest service scores,” said Denny Marie Post, Red Robin Gourmet Burgers, Inc. chief executive officer. “We began this year piloting several off-premise growth initiatives. We will roll out the most promising programs as quickly as possible to support year-over-year earnings growth in the back half of 2017, heavily weighted to the fourth quarter as these programs come together.”

Operating Results

Total revenues, which primarily include Company-owned restaurant revenue and franchise royalties, increased 1.8% to $291.5 million in the fourth quarter of 2016 from $286.3 million in the fourth quarter of 2015. Restaurant revenues increased $19.6 million due to new restaurant openings and acquired restaurants, partially offset by an $11.6 million, or 4.3%, decrease in comparable restaurant revenue and $2.3 million from closed restaurants. Franchise and other revenue decreased $0.6 million, primarily driven by a decrease in the number of franchisees from the same period a year ago.

System-wide restaurant revenue (which includes franchised units) for the fourth quarter of 2016 totaled $347.1 million, compared to $352.1 million for the fourth quarter of 2015.

Comparable restaurant revenue decreased 4.3% in the fourth quarter of 2016 compared to the same period a year ago, driven by a 2.9% decrease in guest counts and a 1.4% decrease in average guest check. Comparable restaurants are those Company-owned restaurants that have operated five full quarters during the period presented, and such restaurants are only included in the comparable metrics if they are comparable for the entirety of both periods presented.

Restaurant-level operating profit margin (a non-GAAP financial measure) was 19.0% in the fourth quarter of 2016 compared to 21.9% in the same period a year ago. The 290 basis point margin decrease in the fourth quarter of 2016 resulted from a 190 basis point increase in labor costs, a 160 basis point increase in other restaurant operating expenses, and a 30 basis point increase in occupancy costs, partially offset by a 90 basis point decrease in cost of sales. Schedule II of this earnings release defines restaurant-level operating profit, discusses why it is a useful metric for investors, and reconciles this metric to income from operations and net income.

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Restaurant Revenue Performance ⁽¹⁾ 

	Q4 2016		Q4 2015
Average weekly sales per unit:
Company-owned – Total	$	52,011	$	55,104
Company-owned – Comparable	$	52,663	$	54,964
Franchised units – Comparable	$	57,362	$	60,114
Total operating weeks:
Company-owned units	5,524		5,092
Franchised units	1,032		1,188

_________________________________________________________

(1) Excludes Red Robin Burger Works^® fast casual restaurants, which had 36 and 120 total operating weeks in the fourth quarter of 2016 and 2015.

Other Results

Depreciation and amortization costs increased to $22.1 million in the fourth quarter of 2016 from $18.5 million in the fourth quarter of 2015. The increased depreciation was primarily related to new restaurants opened and acquired since the fourth quarter of 2015 and restaurants remodeled under the Brand Transformation Initiative.

General and administrative costs were $20.3 million, or 7.0% of total revenues, in the fourth quarter of 2016, compared to $21.3 million, or 7.4% of total revenues in the same period a year ago. The decrease of $1.0 million resulted primarily from decreased incentive compensation and travel and entertainment.

Selling expenses were $9.2 million, or 3.1% of total revenues, in the fourth quarter of 2016, compared to $8.0 million, or 2.8%, of total revenues during the same period in the prior year.

Pre-opening costs were $1.0 million in the fourth quarter of 2016, compared to $2.4 million in the same period a year ago. The decrease was primarily due to timing of restaurant openings.

The Company’s fiscal year 2016 effective tax rate benefit was 144.9%, compared to a 24.6% effective tax rate expense in fiscal year 2015. The change in the effective tax rate is primarily due to a decrease in earnings before income tax as well as an increase in the FICA tip tax credit.

Net loss for the fourth quarter ended December 25, 2016 was $8.8 million compared to net income of $11.7 million for the same period a year ago. Loss per diluted share for the fourth quarter 2016 was $0.68 compared to earnings per diluted share of $0.84 in fourth quarter 2015. For the fiscal year ended December 25, 2016, net income was $11.7 million compared to $47.7 million for the fiscal year ended December 27, 2015. Earnings per diluted share for fiscal year 2016 were $0.87 compared to $3.36 a year ago.

Excluding charges of $0.96 per diluted share for restaurant impairment and closure costs and $0.06 per diluted share for reorganization costs, adjusted earnings per diluted share for the fourth quarter ended December 25, 2016 were $0.35 compared to $0.86 for the same period a year ago. Adjusted net income for fiscal year 2016 was $37.4 million, compared to $47.1 million for the same period a year ago. See Schedule I for a reconciliation of adjusted net income and adjusted earnings per share (each, a non-GAAP financial measure) to net income and earnings per share.

Restaurant Development and Acquisitions

As of the end of the fourth quarter of 2016, there were 465 Company-owned Red Robin restaurants and 86 franchised Red Robin restaurants for a total of 551 restaurants. During the fourth quarter, the Company opened five Red Robin restaurants, bringing the total restaurant openings for the year to 26.

Under the Brand Transformation Initiative, the Company completed 84 restaurant remodels during fiscal year 2016 and has substantially completed the transformation process for Company-owned restaurants.

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Balance Sheet and Liquidity

During the fourth quarter of 2016, the Company repurchased 316,076 shares of its common stock for $14.6 million. During fiscal year 2016, the Company repurchased 940,034 shares of its common stock for $46.1 million. As of December 25, 2016, there was approximately $53.9 million remaining under the current board authorization for stock repurchases.

As of December 25, 2016, the Company had cash and cash equivalents of $11.7 million and total debt of $347.8 million, including $11.5 million of capital lease liabilities. The Company funded share repurchases, construction of new restaurants, restaurant remodels, and other capital expenditures with cash flow from operations and incremental borrowings of $31.5 million on its credit facility during the fourth quarter 2016. As of December 25, 2016, the Company had outstanding borrowings under its credit facility of $335.5 million, in addition to amounts issued under letters of credit of $8.8 million, which reduce the amount available under its credit facility but were not recorded as debt.

As of the end of fiscal year 2016, the Company’s lease adjusted leverage ratio was 4.35x. The lease adjusted leverage ratio is defined in Section 1.1 of the Credit Agreement for our credit facility, which is filed as Exhibit 10.32 of our Annual Report on Form 10-K on February 21, 2017.

Outlook for 2017

• Red Robin’s 2017 fiscal year consists of 53 weeks, which will end on December 31, 2017 (“2017”).

• The Company expects total revenues to grow between 6% and 8%, comprising comparable revenue growth of 0.5% to 1.5% and increased operating weeks associated with locations opened in 2016 and 2017, as well as the 53rd week in 2017.

• Cost of sales, as a percentage of restaurant revenue, is projected to improve 25 to 75 basis points versus 2016 due to the benefit of pricing and menu optimization work, partially offset by a slightly inflationary commodity environment.

• Restaurant labor costs, as a percentage of restaurant revenue, are projected to increase 25 to 75 basis points, driven by minimum wage increases in more highly penetrated markets, higher benefit costs, and restaurant manager bonuses planned at target levels, partially offset by the effect of pricing and improvements in labor productivity.

• Other operating expenses are expected to be flat to slightly increased, as higher utility costs will be mostly offset by lower repair and maintenance costs.

• Depreciation and amortization is projected to be slightly less than $95 million.

• General and administrative expense is projected to be slightly more than $100 million, as incentive compensation planned at target is offset by the effect of restructuring activity that took place in the second half of 2016. Selling expense is expected to be flat as a percent of total revenues as compared to 2016. Pre-opening expense is projected to be approximately $6 million.

• The Company’s income tax rate is expected between 20% and 22%.

• EBITDA, including the impact of non-cash stock compensation expense, is expected to range between $145 million and $150 million. EBITDA is a non-GAAP number and defined in Schedule III.

• Earnings per diluted share is projected to range from $2.70 to $3.00 with approximately 40% expected in the first half of 2017 and 60% in the second half of 2017. The Company expects Q1 earnings per diluted share between $0.40 and $0.60.

• Overall capital expenditures are projected between $85 million and $95 million. The Company plans to open approximately 17 and close nine Red Robin locations.

The sensitivity of the Company’s earnings per diluted share to a 1% change in guest counts for fiscal year 2017 is estimated to be $0.40 on an annualized basis. Additionally, a 10 basis point change in restaurant-level operating profit margin is expected to impact earnings per diluted share by approximately $0.10, and a change of approximately $160,000 in pre-tax income or expense is equivalent to approximately $0.01 per diluted share.

Investor Day in Denver Scheduled

The Company plans to host Analyst Day events May 22-23, 2017, in Denver, Colo. Additional details on these events will be provided at a later date.

Investor Conference Call and Webcast

Red Robin will host an investor conference call to discuss its fourth quarter 2016 results today at 5:00 p.m. ET. The conference call number is (800) 236-9788, or for international callers (913) 312-0934. The financial information that the Company intends to discuss during the conference call is included in this press release and will be available in the “Company” section of the Company’s website at www.redrobin.com by selecting the “Investor Relations” link, then the “News Releases” link. Prior to the conference call, the Company will post supplemental financial information that will be discussed during the call and live webcast.

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To access the supplemental financial information and webcast, please visit www.redrobin.com and select the “Company” section, then the “Investor Relations” link, then the “Presentations” link. A replay of the live conference call will be available from two hours after the call until midnight on Tuesday, February 28, 2017. The replay can be accessed by dialing (877) 870-5176, or (858) 384-5517 for international callers. The conference ID is 6897042.

About Red Robin Gourmet Burgers, Inc. (NASDAQ: RRGB)

Red Robin Gourmet Burgers, Inc. (www.redrobin.com), a casual dining restaurant chain founded in 1969 that operates through its wholly-owned subsidiary, Red Robin International, Inc., and under the trade name Red Robin Gourmet Burgers and Brews, is the Gourmet Burger Authority^™, famous for serving more than two dozen craveable, high-quality burgers with Bottomless Steak Fries^® in a fun environment welcoming to guests of all ages. Whether a family dining with kids, adults grabbing a drink at the bar, or teens enjoying a meal, Red Robin offers an unparalleled experience for its guests. In addition to its many burger offerings, Red Robin serves a wide variety of salads, soups, appetizers, entrees, desserts, and signature beverages. Red Robin offers a variety of options behind the bar, including its extensive selection of local and regional beers, and innovative adult beer shakes and cocktails, earning the restaurant a VIBE Vista Award for Best Beer Program in a Multi-Unit Chain Restaurant. There are 551 Red Robin restaurants across the United States and Canada, including locations operating under franchise agreements. Red Robin… YUMMM^®! Connect with Red Robin onFacebook, Instagram, and Twitter.

Forward-Looking Statements

Forward-looking statements in this press release regarding the Company’s strategic initiatives, future performance, revenues and sales growth and timing thereof, EBITDA, capital investments, anticipated number and timing of new restaurant openings and operating weeks, the anticipated number and timing of restaurant remodels under the Brand Transformation Initiative, anticipated costs, expenses including depreciation and amortization, tax rate, sensitivity of earnings per share and other projected financial measures, statements under the heading “Outlook for 2017”, and all other statements that are not historical facts, are made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are based on assumptions believed by the Company to be reasonable and speak only as of the date on which such statements are made. Without limiting the generality of the foregoing, words such as “expect,” “believe,” “anticipate,” “intend,” “plan,” “project,” “will” or “estimate,” or the negative or other variations thereof or comparable terminology are intended to identify forward-looking statements. The Company undertakes no obligation to update such statements to reflect events or circumstances arising after such date, and cautions investors not to place undue reliance on any such forward-looking statements. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those described in the statements based on a number of factors, including but not limited to the following: the effectiveness of the Company’s business improvement initiatives; the ability to fulfill planned, and see the anticipated benefits of completed, expansion and restaurant remodeling; the effectiveness of our Brand Transformation Initiative and other marketing strategies and initiatives to achieve restaurant sales growth; the cost and availability of key food products, labor, and energy; the ability to achieve anticipated revenue and cost savings from anticipated new technology systems and tools in the restaurants and other initiatives; the ability to develop, test, implement and increase online ordering, to-go services, catering and other off-premise sales; availability of capital or credit facility borrowings; the adequacy of cash flows or available debt resources to fund operations and growth opportunities; federal, state, and local regulation of the Company’s business; and other risk factors described from time to time in the Company’s Form 10-K, Form 10-Q, and Form 8-K reports (including all amendments to those reports) filed with the U.S. Securities and Exchange Commission.

For media relations questions contact:

Brian Farley, Coyne PR

(973) 588-2000

For investor relations questions contact:

Raphael Gross/Dara Dierks, ICR

(203) 682-8200

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RED ROBIN GOURMET BURGERS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)

	Twelve Weeks Ended					Fifty-two Weeks Ended
	December 25, 2016			December 27, 2015		December 25, 2016			December 27, 2015
Revenues:
Restaurant revenue	$	287,924		$	282,189	$	1,280,669		$	1,238,898
Franchise royalties, fees and other revenue	3,535			4,111		15,772			18,694
Total revenues	291,459			286,300		1,296,441			1,257,592
Costs and expenses:
Restaurant operating costs (exclusive of depreciation and amortization shown separately below):
Cost of sales	65,646			66,825		298,249			304,637
Labor	101,107			93,551		439,232			403,517
Other operating	41,531			36,260		173,977			154,344
Occupancy	24,884			23,846		107,408			100,007
Depreciation and amortization	22,117			18,493		86,695			77,374
General and administrative	20,337			21,257		96,517			103,005
Selling	9,169			8,027		40,342			40,074
Pre-opening costs and acquisition costs	1,033			2,445		8,025			7,008
Asset impairment and restaurant closure costs	20,420			581		34,426			581
Total costs and expenses	306,244			271,285		1,284,871			1,190,547
Income (loss) from operations	(14,785		)	15,015		11,570			67,045
Other expense:
Interest expense, net and other	2,046			747		6,782			3,809
Income (loss) before income taxes	(16,831		)	14,268		4,788			63,236
(Benefit) provision for income taxes	(8,079		)	2,577		(6,937		)	15,532
Net income (loss)	$	(8,752	)	$	11,691	$	11,725		$	47,704
Earnings (loss) per share:
Basic	$	(0.68	)	$	0.85	$	0.88		$	3.40
Diluted	$	(0.68	)	$	0.84	$	0.87		$	3.36
Weighted average shares outstanding:
Basic	12,869			13,798		13,332			14,042
Diluted	12,869			13,952		13,462			14,216

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RED ROBIN GOURMET BURGERS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except per share amounts)

	(Unaudited) December 25, 2016			December 27, 2015
Assets:
Current Assets:
Cash and cash equivalents	$	11,732		$	22,705
Accounts receivable, net	24,166			27,760
Inventories	29,899			28,223
Prepaid expenses and other current assets	27,049			18,052
Total current assets	92,846			96,740
Property and equipment, net	656,439			603,686
Goodwill	95,935			81,957
Intangible assets, net	42,270			39,573
Other assets, net	31,055			18,023
Total assets	$	918,545		$	839,979
Liabilities and Stockholders’ Equity:
Current Liabilities:
Trade accounts payable	$	13,740		$	23,392
Construction related payables	12,862			28,692
Accrued payroll and payroll related liabilities	34,703			47,587
Unearned revenue	50,199			48,392
Accrued liabilities and other	29,505			29,610
Total current liabilities	141,009			177,673
Deferred rent	72,431			66,470
Long-term debt	336,375			202,875
Long-term portion of capital lease obligations	10,805			7,441
Other non-current liabilities	9,872			11,209
Total liabilities	570,492			465,668
Stockholders’ Equity:
Common stock; $0.001 par value: 45,000 shares authorized; 17,851 and 17,851 shares issued; 12,828 and 13,628 shares outstanding	18			18
Preferred stock, $0.001 par value: 3,000 shares authorized; no shares issued and outstanding	—			—
Treasury stock 5,023 and 4,223 shares, at cost	(207,720		)	(167,339		)
Paid-in capital	208,022			205,995
Accumulated other loss, net of tax	(5,008		)	(5,379		)
Retained earnings	352,741			341,016
Total stockholders’ equity	348,053			374,311
Total liabilities and stockholders’ equity	$	918,545		$	839,979

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Schedule I

Reconciliation of Non-GAAP Results to GAAP Results

(In thousands, except per share data)

In addition to the results provided in accordance with Generally Accepted Accounting Principles (“GAAP”) throughout this press release, the Company has provided non-GAAP measurements which present the 12 and 52 weeks ended December 25, 2016 and December 27, 2015, net income and basic and diluted earnings per share, excluding the effects of litigation contingencies, asset impairment and restaurant closure costs, reorganization costs, a change in accounting estimate for gift card breakage, and the related income tax effects. The Company believes the presentation of net income and earnings per share exclusive of the identified item gives the reader additional insight into the ongoing operational results of the Company. This supplemental information will assist with comparisons of past and future financial results against the present financial results presented herein. Income tax expense related to the change in accounting estimate was calculated based on the change in the total tax provision calculation after adjusting for the identified item. The non-GAAP measurements are intended to supplement the presentation of the Company’s financial results in accordance with GAAP.

	Twelve Weeks Ended						Fifty-two Weeks Ended
	December 25, 2016			December 27, 2015			December 25, 2016			December 27, 2015
Net income (loss) as reported	$	(8,752	)	$	11,691		$	11,725		$	47,704
Asset impairment and restaurant closure costs	20,420			581			34,426			581
Litigation contingencies	—			—			3,900			—
Reorganization costs	1,322			—			1,322			—
Change in estimate for gift card breakage	—			—			—			(1,369		)
Income tax (expense) benefit	(8,470		)	(227		)	(13,972		)	212
Adjusted net income	$	4,520		$	12,045		$	37,401		$	47,128
Basic net income (loss) per share:
Net income (loss) as reported	$	(0.68	)	$	0.85		$	0.88		$	3.40
Asset impairment and restaurant closure costs	1.59			0.04			2.58			0.04
Litigation contingencies	—			—			0.29			—
Reorganization costs	0.10			—			0.10			—
Change in estimate for gift card breakage	—			—			—			(0.10		)
Income tax (expense) benefit	(0.66		)	(0.02		)	(1.05		)	0.02
Adjusted earnings per share - basic	$	0.35		$	0.87		$	2.80		$	3.36
Diluted net income per share(1):
Net income (loss) as reported	$	(0.68	)	$	0.84		$	0.87		$	3.36
Asset impairment and restaurant closure costs	1.58			0.04			2.56			0.04
Litigation contingencies	—			—			0.29			—
Reorganization costs	0.10			—			0.10			—
Change in estimate for gift card breakage	—			—			—			(0.09		)
Income tax (expense) benefit	(0.65		)	(0.02		)	(1.04		)	0.01
Adjusted earnings per share - diluted	$	0.35		$	0.86		$	2.78		$	3.32
Weighted average shares outstanding
Basic	12,869			13,798			13,332			14,042
Diluted	12,983			13,952			13,462			14,216

(1) For the fourth quarter of 2016, the impact of dilutive shares is included in the calculations as the adjustments for the quarter resulted in adjusted net income. The calculation for Asset impairment and restaurant closure costs includes $0.01 related to the effect of the diluted shares on net loss per share as reported. For diluted shares reported on the condensed consolidated statement of operations, the impact of dilutive shares is excluded due to the reported net loss for the quarter.

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Schedule II

Reconciliation of Non-GAAP Restaurant-Level Operating Profit to Income (Loss)

from Operations and Net Income (Loss)

(In thousands)

The Company believes that restaurant-level operating profit is an important measure for management and investors because it is widely regarded in the restaurant industry as a useful metric by which to evaluate restaurant-level operating efficiency and performance. The Company defines restaurant-level operating profit to be restaurant revenue minus restaurant-level operating costs, excluding restaurant impairment and closure costs. The measure includes restaurant-level occupancy costs, which include fixed rents, percentage rents, common area maintenance charges, real estate and personal property taxes, general liability insurance, and other property costs, but excludes depreciation related to restaurant buildings and leasehold improvements. The measure excludes depreciation and amortization expense, substantially all of which is related to restaurant-level assets, because such expenses represent historical sunk costs which do not reflect current cash outlay for the restaurants. The measure also excludes selling, general, and administrative costs, and therefore excludes occupancy costs associated with selling, general, and administrative functions, and pre-opening costs. The Company excludes restaurant closure costs as they do not represent a component of the efficiency of continuing operations. Restaurant impairment costs are excluded, because, similar to depreciation and amortization, they represent a non-cash charge for the Company’s investment in its restaurants and not a component of the efficiency of restaurant operations. Restaurant-level operating profit is not a measurement determined in accordance with GAAP and should not be considered in isolation, or as an alternative, to income from operations or net income as indicators of financial performance. Restaurant-level operating profit as presented may not be comparable to other similarly titled measures of other companies in our industry. The table below sets forth certain unaudited information for the 12 and 52 weeks ended December 25, 2016 and December 27, 2015, expressed as a percentage of total revenues, except for the components of restaurant-level operating profit, which are expressed as a percentage of restaurant revenue.

	Twelve Weeks Ended									Fifty-two Weeks Ended
	December 25, 2016					December 27, 2015				December 25, 2016					December 27, 2015
Restaurant revenue	$	287,924		98.8	%	$	282,189	98.6	%	$	1,280,669		98.8	%	$	1,238,898	98.5	%
Restaurant operating costs (1):
Cost of sales	65,646			22.8	%	66,825		23.7	%	298,249			23.3	%	304,637		24.6	%
Labor	101,107			35.1	%	93,551		33.2	%	439,232			34.3	%	403,517		32.6	%
Other operating	41,531			14.4	%	36,260		12.8	%	173,977			13.6	%	154,344		12.4	%
Occupancy	24,884			8.7	%	23,846		8.4	%	107,408			8.4	%	100,007		8.1	%
Restaurant-level operating profit	54,756			19.0	%	61,707		21.9	%	261,803			20.4	%	276,393		22.3	%
Add – Franchise royalties, fees and other revenue	3,535			1.2	%	4,111		1.4	%	15,772			1.2	%	18,694		1.5	%
Deduct – other operating:
Depreciation and amortization	22,117			7.6	%	18,493		6.5	%	86,695			6.7	%	77,374		6.2	%
General and administrative expenses	20,337			7.0	%	21,257		7.4	%	96,517			7.4	%	103,005		8.2	%
Selling	9,169			3.1	%	8,027		2.8	%	40,342			3.1	%	40,074		3.2	%
Pre-opening & acquisition costs	1,033			0.4	%	2,445		0.9	%	8,025			0.6	%	7,008		0.6	%
Asset impairment and restaurant closure costs	20,420			7.0	%	581.0		0.2	%	34,426			2.7	%	581		0.0	%
Total other operating	73,076			25.1	%	50,803		17.8	%	266,005			20.5	%	228,042		18.2	%
Income (loss) from operations	(14,785		)	(5.1	)%	15,015		5.2	%	11,570			0.9	%	67,045		5.3	%
Interest expense, net and other	2,046			0.7	%	747		0.2	%	6,782			0.5	%	3,809		0.3	%
Income tax (benefit) expense	(8,079		)	(2.8	)%	2,577		0.9	%	(6,937		)	(0.5	)%	15,532		1.2	%
Total other	(6,033		)	(2.1	)%	3,324		1.1	%	(155		)	0.0	%	19,341		1.5	%
Net income (loss)	$	(8,752	)	(3.0	)%	$	11,691	4.1	%	11,725			0.9	%	47,704		3.8	%

(1) Excluding depreciation and amortization, which is shown separately.

Certain percentage amounts in the table above do not total due to rounding as well as the fact that components of restaurant-level operating profit are expressed as a percentage of restaurant revenue and not total revenues.

8

Schedule III

Reconciliation of Net Income (Loss) to EBITDA and Adjusted EBITDA

(In thousands, unaudited)

The Company defines EBITDA as net income (loss) before interest expense, provision for income taxes, depreciation and amortization, and non-cash stock based compensation. EBITDA and adjusted EBITDA are presented because the Company believes that investors’ understanding of our performance is enhanced by including these non-GAAP financial measures as a reasonable basis for evaluating our ongoing results of operations without the effect of non-cash charges such as depreciation and amortization expenses and asset disposals, stock-based compensation, and asset impairment and restaurant closure charges. EBITDA and adjusted EBITDA are supplemental measures of operating performance that do not represent and should not be considered as alternatives to net income or cash flow from operations, as determined by GAAP, and our calculation thereof may not be comparable to that reported by other companies in our industry or otherwise. Adjusted EBITDA further adjusts EBITDA to reflect the additions and eliminations shown in the table below. The use of adjusted EBITDA as a performance measure permits a comparative assessment of our operating performance relative to our performance based on our GAAP results, while isolating the effects of some items that vary from period to period without any correlation to core operating performance. Adjusted EBITDA as presented may not be comparable to other similarly-titled measures of other companies, and our presentation of adjusted EBITDA should not be construed as an inference that our future results will be unaffected by excluded or unusual items. We have not provided a reconciliation of our adjusted EBITDA outlook to the most comparable GAAP measure of net income. Providing net income guidance is potentially misleading and not practical given the difficulty of projecting event driven transactional and other non-core operating items that are included in net income, including asset impairments and income tax valuation adjustments. The reconciliations of adjusted EBITDA to net income for the historical periods presented below are indicative of the reconciliations that will be prepared upon completion of the periods covered by the non-GAAP guidance.

	Twelve Weeks Ended					Fifty-two Weeks Ended
	December 25, 2016			December 27, 2015		December 25, 2016			December 27, 2015
Net income (loss) as reported	$	(8,752	)	$	11,691	$	11,725		$	47,704
Interest expense, net	2,161			959		7,193			3,629
(Benefit) provision for income taxes	(8,079		)	2,577		(6,937		)	15,532
Depreciation and amortization	22,117			18,493		86,695			77,374
Non-cash stock based compensation	961			681		4,545			4,724
EBITDA	8,408			34,401		103,221			148,963
Asset impairment and restaurant closure costs	20,420			581		34,426			581
Litigation contingencies	—			—		3,900			—
Reorganization costs	1,322			—		1,322			—
Change in estimate for gift card breakage	—			—		—			(1,369		)
Adjusted EBITDA	$	30,150		$	34,982	$	142,869		$	148,175

9

EX-99.2

CLASSIFIED – INTERNAL USE Fourth Quarter 2016 Results February 21, 2017

2CLASSIFIED – INTERNAL USE Forward-Looking Statements Forward-looking statements in this presentation regarding the Company’s strategic initiatives, future performance, revenues and sales growth and timing thereof, EBITDA, capital investments, anticipated number and timing of new restaurant openings, anticipated costs, expenses including depreciation and amortization, tax rate, statements under the heading “2017 Outlook” and all other statements that are not historical facts, are made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are based on assumptions believed by the Company to be reasonable and speak only as of the date on which such statements are made. Without limiting the generality of the foregoing, words such as “expect,” “anticipate,” “intend,” “plan,” “project” or “estimate,” or the negative or other variations thereof or comparable terminology are intended to identify forward-looking statements. The Company undertakes no obligation to update such statements to reflect events or circumstances arising after such date, and cautions investors not to place undue reliance on any such forward-looking statements. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those described in the statements based on a number of factors, including but not limited to the following: the effectiveness of the Company’s business improvement initiatives; the ability to fulfill planned expansion and restaurant remodeling; the effectiveness of marketing strategies and initiatives to achieve restaurant sales growth; the cost and availability of key food products, labor, and energy; the ability to achieve anticipated revenue and cost savings from new technology systems and tools in the restaurants and other initiatives; the ability to increase to-go and other off-premise sales; availability of capital or credit facility borrowings; the adequacy of cash flows or available debt resources to fund operations and growth opportunities; federal, state, and local regulation of the Company’s business; and other risk factors described from time to time in the Company’s Form 10-K, Form 10-Q, and Form 8-K reports (including all amendments to those reports) filed with the U.S. Securities and Exchange Commission. This presentation may also contain non-GAAP financial information. Management uses this information in its internal analysis of results and believes that this information may be informative to investors in gauging the quality of the Company’s financial performance, identifying trends in results, and providing meaningful period- to-period comparisons. For a reconciliation of non-GAAP measures presented in this document, see the Appendix of this presentation or the Schedules to the Q4 press release posted on redrobin.com.

3CLASSIFIED – INTERNAL USE Red Robin Q4-2016 Results • Total revenues increased 1.8% • Comparable restaurant revenue down 4.3% • Restaurant-level operating profit(1) was 19.0% compared to 21.9% in prior year • Adjusted EBITDA(1) was $30.2 million • Diluted loss per share was $0.68 compared to diluted earnings per share of $0.84 in Q4 2015. Adjusted diluted EPS(1) was $0.35 • Outpaced casual dining competitors on guest traffic • Opened 5 new Red Robin® restaurants (1) See reconciliations of non-GAAP financial measures to the most comparable GAAP financial measures in Appendix.

4CLASSIFIED – INTERNAL USE Winning Through Differentiation • Driving Team Member engagement • Regaining operational edge through increased attentiveness and improved service times • Becoming the “go-to” place for customizable, craveable burgers • Delivering everyday value – generous portions at reasonable prices • Returns-driven allocation of capital We will remain the “one and only” Red Robin!

CLASSIFIED – INTERNAL USE 5 Financial Update

6CLASSIFIED – INTERNAL USE ?????? ?????? ?????? ?????? ?????? ?????? ?????? ?????? ?????? ?????? ?????? ?????? ????? ????? ????? ????? ????? ????? ????? ????? ????? ????? ?? ?? ?? ?? ???? ???? ???? Adjusted EBITDA ($ in millions) ? ??????????????????????????????????????????????????????????????? ????????????????

7CLASSIFIED – INTERNAL USE Adjusted Earnings Per Diluted Share ????? ????? ????? ????? ????? ????? ????? ????? ????? ????? ????? ????? ????? ????? ????? ????? ????? ????? ????? ?? ?? ?? ?? ???? ???? ???? ? ????????????????????????????????????????????????????????????????????????????????????????????????????????????????????

8CLASSIFIED – INTERNAL USE Q4-16 Sales Highlights ??? ?????????????????????????? ????? ??????????????????????? ????? ???? ????? ????? ???? ????? ?????? ???????? ???? ????? ???????? ???? ????? ?????? ?????????? ??????? ?????? ??????? ?????? ??????? ???? ????????????? ????????????? ???? ????? ???????????????? ??????? ?????? ??????? ?????? ???? ????????????? ????????????? ???? ?????????????????? ??????? ????? ????? ????? ???? ????????? ????? ???? ???? ???? ???????????? ????? ????? ????? ????? ?????????? ???????????? ????? ???? ????? ???? ????????????? ????????????????????? ? ????? ??????? ??????? ????? ??????? ??????? ????? ????????????? ???????????????????? ? ???? ??????? ??????? ????? ??????? ??????? ????? ???? ?????????????????????????????????? ????????????? ? ???? ??????? ??????? ?????? ??????? ??????? ?????? ???????????????????? ?????? ????? ????? ???? ?????? ?????? ???? ??????? ??????????????? ???? ?? ??? ?????? ??? ??? ???? ?????????? ?????? ????? ???? ???? ?????

9CLASSIFIED – INTERNAL USE Comparable Restaurant Revenue Trend(1) ???? ???? ???? ???? ???? ???? ???? ????? ????? ????? ????? ?????????? ????? ????? ???? ???? ???? ????? ????? ????? ????? ????? ????? ????? ????? ????? ????? ????? ????? ??????????????????????????????????????????

10CLASSIFIED – INTERNAL USE ????? ????? ????? ????? ????? ????? ????? ????? ????? ????? ????? ????? ????? ????? ????? ????? ????? ????? ????? ????? ????? ????? ?? ?? ?? ?? ???? ???? ???? Restaurant Level Operating Profit(1) Margins ?? ??????????????????????????????????????????????????????????????????????????????????????????????????????

11CLASSIFIED – INTERNAL USE Q4-16 Restaurant Results ?? ???????????????? ???????? ????? ???????????????? ???????? ????? ????????? ????????????? ???? ???????? ????? ????? ?????? ????? ????? ????? ????????? ??????????????? ????? ????? ???? ???? ????????? ???? ???? ??? ???? ??????????????????????????????????? ????? ????? ????????? ??????????????????????????????????????????????????????????????????????????????????????????????????????

12CLASSIFIED – INTERNAL USE 2017 Outlook • Total revenue growth between 6.0% and 8.0% • Comparable restaurant revenue growth of 0.5% to 1.5% • Cost of sales improvement of 25 to 75 bps • Restaurant labor costs up 25 to 75 bps • Other operating costs flat to slightly increased vs. 2016 • Depreciation and amortization slightly less than $95 million • G&A expense slightly more than $100 million • Pre-opening costs approximately $6 million • Tax rate between 20% and 22% • EBITDA, including non-cash stock compensation expense, is expected to range between $145 and $150 million • Diluted EPS from $2.70 to $3.00, with approximately 40% of 2017 EPS expected to come during first half of 2017 and 60% during second half of 2017 • Capital investments between $85 million and $95 million • Approximately 8 net new Red Robin restaurants

13CLASSIFIED – INTERNAL USE In Closing ??

14CLASSIFIED – INTERNAL USE Thank you to all of our Team Members! ??

CLASSIFIED – INTERNAL USE 15 Appendix

16CLASSIFIED – INTERNAL USE Adjusted Net Income(1) ????? ???? ???? ???? ????? ????? ???? ????? ????? ????? ???? ???? ???? ???? ???? ???? ????? ????? ????? ????? ????? ?? ?? ?? ?? ???? ???? ???? ($ in millions) ?? ????????????????????????????????????????????????????????? ??????????????????????????????

17CLASSIFIED – INTERNAL USE ????? ????? ????? ????? ????? ????? ????? ????? ????? ????? ????? ???? ???? ???? ????? ????? ????? ????? ????? ????? ????? ????? ?? ?? ?? ?? ???? ???? ???? Cash Flow from Operations ($ in millions) ??

18CLASSIFIED – INTERNAL USE Q4-16 Commodity Update ?? % of Total COGS in Q4-16 Market vs. Contract Ground beef 12.3% Market Steak fries 11.7% Contract through 10/17 Poultry 10.2% 100% covered thru 1/18 Produce 7.4% 90% contracted through 10/17 Meat 7.7% Bacon 80% through 3/17; Prime rib through 10/17 Bread 6.9% Contract through 6/17 Seafood 2.2% Cod and Shrimp through 6/17 Fry oil 1.8% Contract through 9/17

19CLASSIFIED – INTERNAL USE Reconciliation of Adjusted Net Income to Net Income (Loss) and Adjusted Earnings Per Diluted Share to Earnings (Loss) Per Diluted Share ?? ($ in thousands, except per share data) 2014 2015 2016 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Net income (loss) as reported $11,944 $ 9,470 $ 7,208 $ 3,939 $ 16,565 $ 11,166 $ 8,282 $ 11,691 $ 14,225 $ 7,552 $ (1,300) $ (8,752) Adjustments to net income (loss): Asset impairment and restaurant closure costs - - - 8,833 - - - 581 825 3,860 9,321 20,420 Litigation contingencies - - - - - - - - 3,900 - - - Reorganization costs - - - - - - - - - - - 1,322 Change in estimate for gift card breakage - - - - (1,369) - - - - - - - Executive transition & severance - 544 - - - - - - - - - - Income tax (expense) benefit of adj. - (183) - - 439 - - (227) (1,356) (1,153) (2,993) (8,470) Adjusted net income $ 11,944 $ 9,831 $ 7,208 $ 9,393 $ 15,635 $ 11,166 $ 8,282 $ 12,045 $17,594 $ 10,259 $ 5,028 $ 4,520 Diluted net income (loss) per share(1): Net income (loss) as reported $ 0.82 $ 0.65 $ 0.50 $ 0.28 $ 1.16 $ 0.78 $ 0.58 $ 0.84 $ 1.03 $ 0.55 $ (0.10) $ (0.68) Adjustments to net income: Asset impairment and restaurant closure costs - - - 0.62 - - - 0.04 0.06 0.28 0.70 1.58 Litigation contingencies - - - - - - - - 0.28 - - - Reorganization costs - - - - - - - - - - - 0.10 Change in estimate for gift card breakage - - - - (0.09) - - - - - - - Executive transition & severance - 0.04 - - - - - - - - - - Income tax (expense) benefit of adj. - (0.01) - (0.24) 0.03 - - (0.02) (0.10) (0.08) (0.22) (0.65) Adjusted EPS - diluted $ 0.82 $ 0.68 $ 0.50 $ 0.66 $ 1.10 $ 0.78 $ 0.58 $ 0.86 $ 1.27 $ 0.75 $ 0.38 $ 0.35 (1) For the third and fourth quarters of 2016, the impact of dilutive shares is included in the calculations as the adjustments for the quarter resulted in adjusted net income. In the fourth quarter of 2016, the calculation for Asset impairment and restaurant closure costs includes $0.01 related to the effect of the diluted shares on net loss per share as reported.

20CLASSIFIED – INTERNAL USE Restaurant Level Operating Profit Reconciliation to Income from Operations and Net Income (Loss) ($ in thousands) 2014 2015 2016 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Restaurant revenue $ 334,995 $ 251,818 $ 263,883 $ 278,439 $ 388,509 $ 288,704 $ 279,496 $ 282,189 $ 396,770 $ 302,117 $ 293,858 $ 287,924 Restaurant operating costs(1): Cost of sales 84,220 63,689 68,241 71,071 97,950 71,665 68,197 66,825 92,325 70,831 69,447 65,646 Labor 110,921 82,572 88,818 90,246 124,356 93,513 92,097 93,551 132,984 102,847 102,294 101,107 Other operating 40,597 31,022 34,124 35,229 46,584 35,356 36,144 36,260 49,708 40,275 42,463 41,531 Occupancy 24,282 18,618 21,222 22,612 30,147 23,210 22,804 23,846 32,498 24,905 25,121 24,884 Restaurant-level operating profit 74,975 55,917 51,378 59,281 89,472 64,960 60,254 61,707 89,255 63,259 54,533 54,756 Add – Franchise royalties, fees, and other revenue 5,489 4,315 3,493 3,670 6,392 4,275 3,916 4,111 5,356 3,432 3,449 3,535 Deduct – Other operating: Depreciation and amortization 18,886 14,120 15,209 16,364 23,003 17,260 18,618 18,493 23,951 19,159 21,468 22,117 General and administrative expenses 32,100 20,442 20,106 22,103 34,995 23,044 23,709 21,257 35,880 19,972 20,328 20,337 Selling 10,323 9,878 7,725 9,481 13,066 11,082 7,899 8,027 11,408 11,047 8,718 9,169 Pre-opening and acquisition costs 2,113 2,326 2,605 1,220 955 1,369 2,239 2,445 2,372 2,238 2,382 1,033 Asset impairment and restaurant closure costs - - - 8,822 - - - 581 825 3,860 9,321 20,420 Total other operating 63,422 46,766 45,645 58,001 72,019 52,755 52,465 50,803 74,436 56,276 62,217 73,076 Income (loss) from operations 17,042 13,466 9,226 4,950 23,845 16,480 11,705 15,015 20,175 10,415 (4,235) (14,785) Interest expense, net and other 674 475 986 690 1,060 904 1,098 747 1,638 1,486 1,612 2,046 Income tax expense (benefit) 4,424 3,521 1,032 321 6,220 4,410 2,325 2,577 4,312 1,377 (4,547) (8,079) Total other 5,098 3,996 2,018 1,011 7,280 5,314 3,423 3,324 5,950 2,863 (2,935) (6,033) Net income (loss) $ 11,944 $ 9,470 $ 7,208 $ 3,939 $ 16,565 $ 11,166 $ 8,282 $ 11,691 $ 14,225 $ 7,552 $ (1,300) $ (8,752) (1) Excluding depreciation and amortization, which is shown separately.

21CLASSIFIED – INTERNAL USE EBITDA and Adjusted EBITDA Reconciliation to Net Income (Loss) ?? 2014 2015 2016 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Net income (loss) as reported $11,944 $ 9,470 $ 7,208 $ 3,939 $16,565 $ 11,166 $ 8,282 $11,691 $14,225 $ 7,552 $ (1,300) $ (8,752) Adjustments to net income: Income tax expense (benefit) 4,424 3,521 1,032 321 6,220 4,410 2,325 2,577 4,312 1,377 (4,547) (8,079) Interest expense, net 689 619 927 720 1,088 805 777 959 1,655 1,555 1,822 2,161 Depreciation and amortization 18,886 14,120 15,209 16,364 23,003 17,260 18,618 18,493 23,951 9,159 21,468 22,117 Non-cash stock-based compensation 1,009 1,021 1,178 959 1,446 1,403 1,194 681 2,090 989 505 961 EBITDA $36,952 $28,751 $25,554 $22,303 $48,322 $35,044 $31,196 $34,401 $46,233 $30,632 $17,948 $ 8,408 Asset impairment and restaurant closure costs - - - 8,833 - - - 581 825 3,860 9,321 20,420 Litigation contingencies - - - - - - - - 3,900 - - - Reorganization costs - - - - - - - - - - - 1,322 Change in estimate for gift card breakage - - - - (1,369) - - - - - - - Executive transition & severance - 544 - - - - - - - - - - Adjusted EBITDA $36,952 $29,295 $25,554 $31,136 $46,953 $35,044 $31,196 $34,982 $50,958 $34,492 $27,269 $30,150 ($ in thousands)