10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended July 9, 2017

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: 001-34851

RED ROBIN GOURMET BURGERS, INC.

(Exact name of registrant as specified in its charter)

Delaware	84-1573084
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

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

(303) 846-6000

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the 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 ý   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 Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes ý  No o

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

Large accelerated filer o	Accelerated filer ý
Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller reporting company o
	Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 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 ý

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class	Outstanding at August 8, 2017
Common Stock, $0.001 par value per share	12,927,785

RED ROBIN GOURMET BURGERS, INC.

TABLE OF CONTENTS

		Page
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited)	2
	Condensed Consolidated Balance Sheets	2
	Condensed Consolidated Statements of Operations	3
	Condensed Consolidated Statements of Comprehensive Income	4
	Condensed Consolidated Statements of Cash Flows	5
	Notes to Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	20
Item 4.	Controls and Procedures	21
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	22
Item 1A.	Risk Factors	23
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24
Item 6.	Exhibits	25

1

PART I — FINANCIAL INFORMATION

ITEM 1.    Financial Statements (unaudited)

RED ROBIN GOURMET BURGERS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except per share amounts)

	(Unaudited)
	July 9, 2017			December 25, 2016
Assets:
Current assets:
Cash and cash equivalents	$	20,179		$	11,732
Accounts receivable, net	12,929			24,166
Inventories	29,547			29,899
Prepaid expenses and other current assets	22,859			27,049
Total current assets	85,514			92,846
Property and equipment, net	651,166			656,439
Goodwill	96,617			95,935
Intangible assets, net	40,670			42,270
Other assets, net	29,209			31,055
Total assets	$	903,176		$	918,545
Liabilities and stockholders’ equity:
Current liabilities:
Trade accounts payable	$	19,784		$	13,740
Construction related payables	14,709			12,862
Accrued payroll and payroll-related liabilities	41,261			34,703
Unearned revenue	38,873			50,199
Accrued liabilities and other	41,912			29,505
Total current liabilities	156,539			141,009
Deferred rent	73,699			72,431
Long-term debt	280,125			336,375
Long-term portion of capital lease obligations	10,461			10,805
Other non-current liabilities	10,075			9,872
Total liabilities	530,899			570,492
Stockholders’ equity:
Common stock, $0.001 par value: 45,000 shares authorized; 17,851 and 17,851 shares issued; 12,934 and 12,828 shares outstanding	18			18
Preferred stock, $0.001 par value: 3,000 shares authorized; no shares issued and outstanding	—			—
Treasury stock 4,917 and 5,023 shares, at cost	(203,330		)	(207,720		)
Paid-in capital	208,391			208,022
Accumulated other comprehensive loss, net of tax	(4,041		)	(5,008		)
Retained earnings	371,239			352,741
Total stockholders’ equity	372,277			348,053
Total liabilities and stockholders’ equity	$	903,176		$	918,545

See Notes to Condensed Consolidated Financial Statements.

2

RED ROBIN GOURMET BURGERS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

(Unaudited)

	Twelve Weeks Ended					Twenty-eight Weeks Ended
	July 9, 2017			July 10, 2016		July 9, 2017		July 10, 2016
Revenues:
Restaurant revenue	$	312,351		$	302,117	$	725,802	$	698,887
Franchise royalties, fees, and other revenues	3,420			3,432		8,526		8,788
Total revenues	315,771			305,549		734,328		707,675
Costs and expenses:
Restaurant operating costs (excluding depreciation and amortization shown separately below):
Cost of sales	73,903			70,831		168,510		163,156
Labor	108,422			102,847		253,941		235,831
Other operating	42,712			40,275		97,392		89,983
Occupancy	25,140			24,905		58,259		57,403
Depreciation and amortization	21,173			19,159		49,217		43,110
Selling, general, and administrative expenses	32,094			31,019		75,369		74,407
Pre-opening and acquisition costs	1,377			2,238		3,232		4,610
Other charges	1,584			3,860		1,584		8,585
Total costs and expenses	306,405			295,134		707,504		677,085
Income from operations	9,366			10,415		26,824		30,590
Other expense:
Interest expense, net and other	2,453			1,486		5,437		3,124
Income before income taxes	6,913			8,929		21,387		27,466
Provision (benefit) for income taxes	(18		)	1,377		2,889		5,689
Net income	$	6,931		$	7,552	$	18,498	$	21,777
Earnings per share:
Basic	$	0.54		$	0.56	$	1.44	$	1.60
Diluted	$	0.53		$	0.55	$	1.43	$	1.59
Weighted average shares outstanding:
Basic	12,896			13,511		12,872		13,582
Diluted	13,008			13,644		12,971		13,724

See Notes to Condensed Consolidated Financial Statements.

3

RED ROBIN GOURMET BURGERS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

(Unaudited)

	Twelve Weeks Ended					Twenty-eight Weeks Ended
	July 9, 2017		July 10, 2016			July 9, 2017		July 10, 2016
Net income	$	6,931	$	7,552		$	18,498	$	21,777
Foreign currency translation adjustment	755		(342		)	967		1,138
Other comprehensive income (loss), net of tax	755		(342		)	967		1,138
Total comprehensive income	$	7,686	$	7,210		$	19,465	$	22,915

See Notes to Condensed Consolidated Financial Statements.

4

RED ROBIN GOURMET BURGERS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Twenty-eight Weeks Ended
	July 9, 2017			July 10, 2016
Cash flows from operating activities:
Net income	$	18,498		$	21,777
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	49,217			43,110
Other charges - asset impairment	1,584			4,685
Stock-based compensation expense	2,487			3,079
Other, net	(139		)	(1,619		)
Changes in operating assets and liabilities, net of business acquisition:
Accounts receivable and other current assets	16,331			11,923
Trade accounts payable and accrued liabilities	23,039			(3,240		)
Unearned revenue	(9,280		)	(13,206		)
Other operating assets and liabilities, net	2,988			546
Net cash provided by operating activities	104,725			67,055
Cash flows from investing activities:
Purchases of property, equipment, and intangible assets	(41,847		)	(96,175		)
Acquisition of franchise restaurants, net of cash acquired	—			(39,977		)
Proceeds from sales of real estate and property, plant, and equipment and other investing activities	113			1,944
Net cash used in investing activities	(41,734		)	(134,208		)
Cash flows from financing activities:
Borrowings of long-term debt	85,250			211,500
Payments of long-term debt and capital leases	(141,826		)	(121,299		)
Purchase of treasury stock	—			(20,000		)
Debt issuance costs	(664		)	(1,058		)
Proceeds from exercise of stock options and employee stock purchase plan and tax benefit from exercise of stock options	2,588			1,066
Net cash (used in) provided by financing activities	(54,652		)	70,209
Effect of exchange rate changes on cash	108			181
Net change in cash and cash equivalents	8,447			3,237
Cash and cash equivalents, beginning of period	11,732			22,705
Cash and cash equivalents, end of period	$	20,179		$	25,942
Supplemental disclosure of cash flow information
Income taxes paid	$	2,205		$	2,231
Interest paid, net of amounts capitalized	$	5,699		$	3,057
Change in construction related payables	$	1,847		$	(2,481	)

See Notes to Condensed Consolidated Financial Statements.

5

RED ROBIN GOURMET BURGERS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Basis of Presentation and Recent Accounting Pronouncements

Red Robin Gourmet Burgers, Inc., a Delaware corporation, together with its subsidiaries (“Red Robin” or the “Company”), primarily develops, operates, and franchises full-service restaurants in North America. As of July 9, 2017, the Company owned and operated 472 restaurants located in 39 states and two Canadian provinces. The Company also had 86 franchised full-service restaurants in 15 states as of July 9, 2017. The Company operates its business as one operating and one reportable segment.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include the accounts of Red Robin and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The results of operations for any interim period are not necessarily indicative of results for the full year.

The accompanying condensed consolidated financial statements of Red Robin have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”), including the instructions to Form 10-Q and Article 10 of Regulation S-X. Certain information and footnote disclosures normally included in the Company’s annual consolidated financial statements on Form 10-K have been condensed or omitted. The condensed consolidated balance sheet as of December 25, 2016 has been derived from the audited consolidated financial statements as of that date, but does not include all disclosures required for audited annual financial statements. For further information, please refer to and read these interim condensed consolidated financial statements in conjunction with the Company’s audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 25, 2016, filed with the SEC on February 21, 2017.

The Company’s quarter that ended July 9, 2017 is referred to as second quarter 2017, or the twelve weeks ended July 9, 2017; the first quarter ended April 16, 2017 is referred to as first quarter 2017, or the sixteen weeks ended April 16, 2017; and together, the first and second quarters of 2017 are referred to as the twenty-eight weeks ended July 9, 2017. The quarter ended July 10, 2016 is referred to as second quarter 2016, or the twelve weeks ended July 10, 2016; the first quarter ended April 17, 2016 is referred to as first quarter 2016, or the sixteen weeks ended April 17, 2016; and together, the first and second quarters of 2016 are referred to as the twenty-eight weeks ended July 10, 2016. The Company’s fiscal year 2017 comprises fifty-three weeks and will end on December 31, 2017.

Reclassifications

Certain amounts presented in prior periods have been reclassified to conform with the current period presentation. For the twelve weeks ended July 10, 2016, the Company reclassified impairment charges of $3.9 million from Asset impairment to Other charges on the condensed consolidated statement of operations. For the twenty-eight weeks ended July 10, 2016, the Company reclassified impairment charges of $4.7 million from Asset impairment and litigation contingencies of $3.9 million from Selling, general, and administrative expenses to Other charges on the condensed consolidated statement of operations. Management believes separating these items on the condensed consolidated statement of operations provides more clarity for readers of these financial statements. See Note 4, Other Charges.

Recently Issued Accounting Standards

In February 2016, the Financial Accounting Standards Board (“FASB”) issued new guidance on accounting for leases. This guidance requires the recognition of liabilities for lease obligations and corresponding right-of-use assets on the balance sheet and disclosure of key information about leasing arrangements. This guidance is effective for annual and interim reporting periods beginning after December 15, 2018 using a modified retrospective adoption method. Early adoption is permitted. We are evaluating the full impact this guidance will have on our consolidated financial statements but expect this adoption will result in a significant increase in the assets and liabilities on our consolidated balance sheet.

In May 2014, the FASB issued guidance outlining a single comprehensive model for entities to use in accounting for

6

revenue arising from contracts with customers. This guidance requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Additionally, this guidance expands related disclosure requirements. The guidance is effective for reporting periods beginning after December 15, 2017 with early adoption permitted. The new guidance may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. In March 2016, the FASB issued an Accounting Standards Update (“ASU”) that amends the principal versus agent guidance in the new revenue recognition standard. In April 2016, the FASB issued an ASU to clarify the guidance on accounting for licenses or intellectual property and identifying performance obligations in the new revenue recognition standard. In addition, in May 2016, the FASB issued an ASU that clarifies several narrow-scope improvements and practical expedients for adopting the new revenue guidance. We have determined the new revenue recognition standard will not have an impact on our recognition of food and beverage sales from Company-owned restaurants or our recognition of royalty fees from franchisees. The Company will recognize franchise advertising fund contributions as Franchise royalties, fees, and other revenues, with the related advertising fund expenses recognized as Selling, general, and administrative expenses. The Company will adopt this guidance beginning with its fiscal first quarter 2018 and will apply the guidance retrospectively to each prior period presented. Upon adoption of the standard, the Company does not expect the impact of recognizing initial franchise fees over the franchise agreement period or franchise advertising fund contributions as revenues and expenses to have a material effect on our consolidated financial statements.

2. Goodwill and Intangible Assets

The following table presents goodwill as of July 9, 2017 and December 25, 2016 (in thousands):

Balance, December 25, 2016	$	95,935
Foreign currency translation adjustment	682
Balance, July 9, 2017	$	96,617

The Company recorded no goodwill impairment losses in the period presented in the table above or any prior periods.

The following table presents intangible assets as of July 9, 2017 and December 25, 2016 (in thousands):

	July 9, 2017							December 25, 2016
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Intangible assets subject to amortization:
Franchise rights	$	55,749	$	(29,160	)	$	26,589	$	55,902	$	(27,306	)	$	28,596
Favorable leases	13,931		(7,789		)	6,142		13,931		(7,400		)	6,531
Liquor licenses	10,349		(9,898		)	451		10,253		(9,857		)	396
	$	80,029	$	(46,847	)	$	33,182	$	80,086	$	(44,563	)	$	35,523
Indefinite-lived intangible assets:
Liquor licenses and other	$	7,488	$	—		$	7,488	$	6,747	$	—		$	6,747
Intangible assets, net	$	87,517	$	(46,847	)	$	40,670	$	86,833	$	(44,563	)	$	42,270

There was an immaterial impairment to franchise rights during the twenty-eight weeks ended July 9, 2017 related to two of the restaurants impaired in the second quarter of 2017. There was an immaterial impairment to franchise rights during the twenty-eight weeks ended July 10, 2016 related to one of the restaurants impaired in the second quarter of 2016.

The estimated aggregate future amortization expense as of July 9, 2017 is as follows (in thousands):

Remainder of 2017	$	2,043
2018	4,257
2019	4,210
2020	3,693
2021	3,265
Thereafter	15,714
	$	33,182

7

3. Earnings Per Share

Basic earnings per share amounts are calculated by dividing net income by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share amounts are calculated based upon the weighted-average number of shares of common stock and potentially dilutive shares of common stock outstanding during the period. Potentially dilutive shares are excluded from the computation in periods in which they have an anti-dilutive effect. Diluted earnings per share reflect the potential dilution that could occur if holders of options exercised their options into common stock.

The Company uses the treasury stock method to calculate the effect of outstanding stock options. Basic weighted average shares outstanding is reconciled to diluted weighted average shares outstanding as follows (in thousands):

	Twelve Weeks Ended		Twenty-eight Weeks Ended
	July 9, 2017	July 10, 2016	July 9, 2017	July 10, 2016
Basic weighted average shares outstanding	12,896	13,511	12,872	13,582
Dilutive effect of stock options and awards	112	133	99	142
Diluted weighted average shares outstanding	13,008	13,644	12,971	13,724
Awards excluded due to anti-dilutive effect on diluted earnings per share	169	248	317	214

4. Other Charges

Other charges consist of the following (in thousands):

	Twelve Weeks Ended				Twenty-eight Weeks Ended
	July 9, 2017		July 10, 2016		July 9, 2017		July 10, 2016
Asset impairment	$	1,584	$	3,860	$	1,584	$	4,685
Litigation contingencies	—		—		—		3,900
Other charges	$	1,584	$	3,860	$	1,584	$	8,585

During the second quarter of 2017, the Company determined that five Company-owned restaurants, including three restaurants nearing the end of their lease, were impaired and recognized a non-cash impairment charge of $1.6 million. During the second quarter of 2016, the Company determined that six Company-owned restaurants were impaired and recognized a non-cash impairment charge of $3.9 million. The Company recognized the impairment charges resulting from the continuing and projected future results of these restaurants, primarily through projected cash flows. In the first quarter of 2016, the Company relocated one restaurant and recognized a $0.8 million asset impairment charge due to the relocation.

In the first quarter of 2016, the Company recorded $3.9 million of litigation contingencies for employment-related claims.

5. Borrowings

Borrowings as of July 9, 2017 and December 25, 2016 are summarized below (in thousands):

	July 9, 2017			December 25, 2016
Revolving credit facility and other long-term debt	$	280,125		$	336,375
Capital lease obligations	11,138			11,463
Total debt	291,263			347,838
Less: Current portion	(677		)	(658		)
Long-term debt	$	290,586		$	347,180

On June 30, 2016, the Company replaced its existing credit facility (“Previous Credit Facility”) with a new credit facility (the “New Credit Facility”). The New Credit Facility provides for a $400 million revolving line of credit with a sublimit for the issuance of up to $25 million in letters of credit and swingline loans up to $15 million. On April 13, 2017, the Company entered into the first amendment (the “Amendment”) to the New Credit Facility. The Amendment increases the lease adjusted leverage ratio to 5.25x through October 1, 2017 before stepping down to 5.0x through July 15, 2018 and returning to 4.75x thereafter. The Amendment also provides for additional pricing tiers that increase LIBOR spread rates and commitment fees to the extent the Company’s lease adjusted leverage ratio exceeds 4.75x, in addition to revising terms for permitted acquisitions and

8

investments under the New Credit Facility. The Amendment is effective through October 7, 2018 and is cancelable at the Company’s discretion.

The New Credit Facility matures on June 30, 2021. As of July 9, 2017, the Company had outstanding borrowings under the New Credit Facility of $279.3 million, in addition to amounts issued under letters of credit of $7.6 million, which reduced the amount available under the facility but were not recorded as debt. As of December 25, 2016, the Company had outstanding borrowings under the New Credit Facility of $335.5 million, in addition to amounts issued under letters of credit of $8.8 million.

Loan origination costs associated with the New Credit Facility are included as deferred costs in Other assets, net in the accompanying condensed consolidated balance sheets. In the first quarter of 2017, the Company recorded $0.7 million in debt issuance costs related to the Amendment to the New Credit Facility. Unamortized debt issuance costs were $2.7 million and $2.3 million as of July 9, 2017 and December 25, 2016.

6. Fair Value Measurements

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The carrying amounts of the Company’s cash and cash equivalents, accounts receivable, and accounts payable approximate fair value due to the short term nature or maturity of the instruments.

The following tables present the Company’s assets measured at fair value on a recurring basis as of July 9, 2017 and December 25, 2016 (in thousands):

	July 9, 2017		Level 1		Level 2		Level 3
Assets:
Investments in rabbi trust	$	9,157	$	9,157	$	—	$	—
Total assets measured at fair value	$	9,157	$	9,157	$	—	$	—
	December 25, 2016		Level 1		Level 2		Level 3
Assets:
Investments in rabbi trust	$	9,165	$	9,165	$	—	$	—
Total assets measured at fair value	$	9,165	$	9,165	$	—	$	—

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

Assets and liabilities recognized or disclosed at fair value on the consolidated financial statements on a nonrecurring basis include items such as property, plant and equipment, goodwill, and other intangible assets. These assets are measured at fair value if determined to be impaired.

As of July 9, 2017 and December 25, 2016, the Company measured non-financial assets for impairment using continuing and projected future cash flows, as discussed in Note 4, Other Charges, which were based on significant inputs not observable in the market and thus represented a level 3 fair value measurement.

Disclosures of Fair Value of Other Assets and Liabilities

The Company’s liabilities under the New Credit Facility and capital leases are carried at historical cost in the accompanying condensed consolidated balance sheets. For disclosure purposes, the Company estimated the fair value of the New Credit Facility and capital lease obligations using discounted cash flow analysis based on market rates obtained from independent third parties for similar types of debt. Both the New Credit Facility and the Company’s capital lease obligations are considered to be level 2 instruments. The following table presents the carrying value and estimated fair value of the Company’s New Credit Facility and capital lease obligations as of July 9, 2017 and December 25, 2016 (in thousands):

	July 9, 2017				December 25, 2016
	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
Credit facility	$	279,250	$	279,020	$	335,500	$	335,611
Capital lease obligations	11,138		11,806		11,463		12,917
Total	$	290,388	$	290,826	$	346,963	$	348,528

9

7. Commitments and Contingencies

In the normal course of business, there are various claims in process, matters in litigation, and other contingencies. These include employment-related claims and claims alleging illness, injury, or other food quality, health, or operational issues. Evaluating contingencies related to litigation is a complex process involving subjective judgment on the potential outcome of future events, and the ultimate resolution of litigated claims may differ from our current analysis. We review the adequacy of accruals and disclosures pertaining to litigation matters each quarter in consultation with legal counsel, and we assess the probability and range of possible losses associated with contingencies for potential accrual in the consolidated financial statements. While it is not possible to predict the outcome of these claims with certainty, management is of the opinion that adequate provision for potential losses associated with these matters has been made in the financial statements.

As previously disclosed, law enforcement officials have made the Company aware that cyber criminals are actively targeting restaurant companies, including Red Robin. The Company is continuing to investigate whether Red Robin guests have been impacted. The Company’s practice, which has been published in the Privacy Policy on Red Robin’s website, is to share information about security incidents impacting Red Robin guests only when the Company has complete and accurate information.

ITEM 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s Discussion and Analysis of Financial Condition and Results of Operations provides a narrative of our financial performance and condition that should be read in conjunction with the accompanying condensed consolidated financial statements. All comparisons under this heading between 2017 and 2016 refer to the twelve- and twenty-eight-week periods ending July 9, 2017 and July 10, 2016, unless otherwise indicated.

Overview

Red Robin Gourmet Burgers, Inc., a Delaware corporation, together with its subsidiaries (“Red Robin,” “we,” “us,” “our” or the “Company”), primarily develops, operates, and franchises full-service restaurants with 558 locations in North America. As of July 9, 2017, the Company operated 472 Company-owned restaurants located in 39 states and two Canadian provinces. The Company also had 86 franchised full-service restaurants in 15 states as of July 9, 2017. The Company operates its business as one operating and one reportable segment.

The following summarizes the operational and financial highlights during the twelve and twenty-eight weeks ended July 9, 2017, and our outlook for the remainder of fiscal year 2017:

• Financial performance.

◦ Restaurant revenue increased $10.2 million, or 3.4%, to $312.4 million for the twelve weeks ended July 9, 2017, as compared to the twelve weeks ended July 10, 2016, primarily due to a $12.0 million increase in revenue from newly opened restaurants and a $1.3 million, or 0.5%, increase in comparable restaurant revenue, partially offset by a $3.1 million decrease from closed restaurants. For the twenty-eight weeks ended July 9, 2017, restaurant revenues increased $26.9 million or 3.9%, to $725.8 million as compared to the twenty-eight weeks ended July 10, 2016, primarily due to a $36.7 million increase in revenue from newly opened and acquired restaurants, partially offset by a $6.9 million decrease from closed restaurants and a $2.9 million, or 0.4%, decrease in comparable restaurant revenue. We expect total revenues to grow between 6% and 8% in 2017, resulting from comparable revenue growth of 0.5% to 1.5%, increased operating weeks in 2017 compared to 2016 associated with locations opened and acquired since the beginning of 2016, and a 53rd week in 2017.

◦ Restaurant operating costs, as a percentage of restaurant revenue, increased 100 basis points to 80.1% for the twelve weeks ended July 9, 2017, as compared to 79.1% for the twelve weeks ended July 10, 2016. The increase was due to an increase in labor costs, food and beverage costs, and other operating costs, as a percentage of restaurant revenue, partially offset by a decrease in occupancy costs. For the twenty-eight weeks ended July 9, 2017, restaurant operating costs increased 150 basis points to 79.7% compared to 78.2% for the twenty-eight weeks ended July 10, 2016. The increase was primarily due to higher labor costs as a percentage of restaurant revenue.

◦ Net income was $6.9 million for the twelve weeks ended July 9, 2017 compared to $7.6 million for the twelve weeks ended July 10, 2016. Diluted earnings per share were $0.53 for the twelve weeks ended July 9, 2017, as compared to $0.55 for the twelve weeks ended July 10, 2016. For the twenty-eight weeks ended July 9, 2017, net income was $18.5 million compared to $21.8 million for the twenty-eight weeks ended July 10, 2016. Diluted earnings per share were $1.43 for the twenty-eight weeks ended July 9, 2017, as compared to

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$1.59 for the twenty-eight weeks ended July 10, 2016. Excluding the impact of $0.08 and $0.07 per diluted share for asset impairment charges, net income per diluted share for the twelve and twenty-eight weeks ended July 9, 2017 was $0.61 and $1.50. Excluding the impact of $0.20 per diluted share for asset impairment charges, net income per diluted share for the twelve weeks ended July 10, 2016 was $0.75. Excluding the impact of $0.24 per diluted share for asset impairment charges and $0.20 per diluted share related to litigation contingencies, net income per diluted share for the twenty-eight weeks ended July 10, 2016 was $2.03.

• Marketing. Our Red Robin Royalty™ loyalty program operates in all of our U.S. and Canadian Company-owned Red Robin restaurants and has been rolled out to most of our franchised restaurants. We engage our guests through Red Robin Royalty with offers designed to increase frequency of visits as a key part of our overall marketing strategy. We also inform enrolled guests early about new menu items to generate awareness and trial of these offerings. Our current marketing strategy comprises a concentrated, rather than continuous, media buying approach which is focused on generating significant reach and frequency during on-air advertising periods. Through the remainder of 2017, we plan to communicate a clear message of value, innovation, and fun across a variety of advertising and social media. We have also begun and plan to continue to deploy increased marketing support for our off-premise dining initiatives, including generating guest awareness of our online ordering, to-go, and catering opportunities.

• Restaurant Development. During the twelve weeks ended July 9, 2017, we opened three Red Robin restaurants. We plan to open nine Red Robin restaurants during the remainder of 2017.

Restaurant Data

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

	Twelve Weeks Ended				Twenty-eight Weeks Ended
	July 9, 2017		July 10, 2016		July 9, 2017		July 10, 2016
Company-owned:
Beginning of period	469		454		465		439
Opened during the period	3		7		9		10
Acquired from franchisees	—		—		—		13
Closed during the period	—		(1	)	(2	)	(2	)
End of period	472		460		472		460
Franchised:
Beginning of period	87		86		86		99
Opened during the period	—		—		1		—
Sold or closed during the period	(1	)	—		(1	)	(13	)
End of period	86		86		86		86
Total number of restaurants	558		546		558		546

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Results of Operations

Operating results for each fiscal period presented below are expressed as a percentage of total revenues, except for the components of restaurant operating costs, which are expressed as a percentage of restaurant revenue.

This information has been prepared on a basis consistent with our audited 2016 annual financial statements and, in the opinion of management, includes all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the information for the periods presented. Our operating results may fluctuate significantly as a result of a variety of factors, and operating results for any period presented are not necessarily indicative of results for a full fiscal year.

	Twelve Weeks Ended				Twenty-eight Weeks Ended
	July 9, 2017		July 10, 2016		July 9, 2017		July 10, 2016
Revenues:
Restaurant revenue	98.9	%	98.9	%	98.8	%	98.8	%
Franchise royalties, fees, and other revenues	1.1		1.1		1.2		1.2
Total revenues	100.0		100.0		100.0		100.0
Costs and expenses:
Restaurant operating costs (exclusive of depreciation and amortization shown separately below):
Cost of sales	23.7		23.4		23.2		23.3
Labor	34.7		34.0		35.0		33.7
Other operating	13.7		13.4		13.4		13.0
Occupancy	8.0		8.3		8.0		8.2
Total restaurant operating costs	80.1		79.1		79.7		78.2
Depreciation and amortization	6.7		6.3		6.7		6.1
Selling, general, and administrative	10.1		10.1		10.3		10.5
Pre-opening and acquisition costs	0.4		0.7		0.4		0.7
Other charges	0.5		1.3		0.2		1.2
Income from operations	3.0		3.4		3.7		4.3
Interest expense, net and other	0.8		0.5		0.7		0.4
Income before income taxes	2.2		2.9		2.9		3.9
Provision (benefit) for income taxes	0.0		0.4		0.4		0.8
Net income	2.2	%	2.5	%	2.5	%	3.1	%

___________________________________

Certain percentage amounts in the table above do not total due to restaurant operating costs being expressed as a percentage of restaurant revenue and not total revenues.

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Revenues

	Twelve Weeks Ended						Twenty-eight Weeks Ended
(Revenues in thousands)	July 9, 2017		July 10, 2016		Percent Change		July 9, 2017		July 10, 2016		Percent Change
Restaurant revenue	$	312,351	$	302,117	3.4	%	$	725,802	$	698,887	3.9	%
Franchise royalties, fees, and other revenue	3,420		3,432		(0.3	)%	8,526		8,788		(3.0	)%
Total revenues	$	315,771	$	305,549	3.3	%	$	734,328	$	707,675	3.8	%
Average weekly sales volumes in Company-owned restaurants(1)	$	55,234	$	54,877	0.7	%	$	55,333	$	55,500	(0.3	)%
Total operating weeks	5,655		5,504		2.7	%	13,117		12,592		4.2	%
Restaurant revenue per square foot	$	106	$	106	0.0	%	$	247	$	249	(0.8	)%

_________________________________________________________

(1) Calculated using constant currency rates. Using historical currency rates, the average weekly sales per unit for the twelve and twenty-eight weeks ended July 10, 2016 for Company-owned restaurants was $54,891 and $55,502. The Company calculates non-GAAP constant currency average weekly sales per unit by translating prior year local currency average weekly sales per unit to U.S. dollars based on current quarter average exchange rates. The Company considers non-GAAP constant currency average weekly sales per unit to be a useful metric to investors and management as they facilitate a more useful comparison of current performance to historical performance.

Restaurant revenue for the twelve weeks ended July 9, 2017, which comprises primarily food and beverage sales, increased $10.2 million or 3.4% as compared to the second quarter of 2016. The increase was due to a $12.0 million increase in revenue from newly opened restaurants and a $1.3 million, or 0.5%, increase in comparable restaurant revenue, partially offset by a $3.1 million decrease from closed restaurants. The comparable restaurant revenue increase was driven by a 1.0% increase in guest counts, partially offset by a 0.5% decrease in average guest check. The decrease in average guest check resulted from a 2.2% decrease in menu mix offset by a 1.7% increase in pricing.

Restaurant revenue for the twenty-eight weeks ended July 9, 2017 increased by $26.9 million, or 3.9%, as compared to the twenty-eight weeks ended July 10, 2016. The increase was due to a $36.7 million increase in revenue from newly opened and acquired restaurants, partially offset by a $6.9 million decrease from closed restaurants and a $2.9 million, or 0.4%, decrease in comparable restaurant revenue. The comparable restaurant revenue decrease was driven by a 0.5% decrease in guest counts, partially offset by a 0.1% increase in average guest check. The increase in average guest check comprised a 1.7% increase in pricing and a 1.6% decrease in menu mix.

Average weekly sales volumes represent the total restaurant revenue for all Company-owned Red Robin restaurants for each time period presented, divided by the number of operating weeks in the period. Comparable restaurant revenues include those restaurants that are in the comparable base at the end of each period presented. New restaurants are restaurants that are open but by definition not included in the comparable category because they have not operated for five full quarters. Fluctuations in average weekly net sales volumes for Company-owned restaurants reflect the effect of comparable restaurant revenue changes as well as the performance of new and acquired restaurants during the period and the average square footage of our restaurants.

Franchise royalties, fees, and other revenue were flat for the twelve weeks ended July 9, 2017 compared to the twelve weeks ended July 10, 2016. Our franchisees reported comparable restaurant revenue decreased 1.9% for the twelve weeks ended July 9, 2017 compared to the twelve weeks ended July 10, 2016.

For the twenty-eight weeks ended July 9, 2017, franchise royalties, fees, and other revenue decreased $0.3 million, due to the loss of royalties from 13 franchised restaurants that we acquired during the first quarter of 2016. Our franchisees reported that comparable restaurant revenue decreased 2.7% for the twenty-eight weeks ended July 9, 2017 compared to the twenty-eight weeks ended July 10, 2016.

Cost of Sales

	Twelve Weeks Ended								Twenty-eight Weeks Ended
(In thousands, except percentages)	July 9, 2017			July 10, 2016			Percent Change		July 9, 2017			July 10, 2016			Percent Change
Cost of sales	$	73,903		$	70,831		4.3	%	$	168,510		$	163,156		3.3	%
As a percent of restaurant revenue	23.7		%	23.4		%	0.3	%	23.2		%	23.3		%	(0.1	)%

Cost of sales, which comprises food and beverage costs, is variable and generally fluctuates with sales volume. Cost of sales as a percentage of restaurant revenue increased 30 basis points for the twelve weeks ended July 9, 2017 as compared to

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the same period in 2016, mainly driven by higher ground beef prices. For the twenty-eight weeks ended July 9, 2017, cost of sales as a percentage of revenue decreased 10 basis points as compared to the twenty-eight weeks ended July 10, 2016, mainly driven by food cost deflation in poultry.

Labor

	Twelve Weeks Ended								Twenty-eight Weeks Ended
(In thousands, except percentages)	July 9, 2017			July 10, 2016			Percent Change		July 9, 2017			July 10, 2016			Percent Change
Labor	$	108,422		$	102,847		5.4	%	$	253,941		$	235,831		7.7	%
As a percent of restaurant revenue	34.7		%	34.0		%	0.7	%	35.0		%	33.7		%	1.3	%

Labor costs include restaurant-level hourly wages and management salaries as well as related taxes and benefits. For the twelve weeks ended July 9, 2017, labor as a percentage of restaurant revenue increased 70 basis points compared to the same period in 2016. For the twenty-eight weeks ended July 9, 2017, labor as a percentage of restaurant revenue increased 130 basis points as compared to the same period in 2016. The increases were primarily driven by increases in minimum wages in certain states and localities and restaurant manager bonuses, partially offset by decreases in training and benefits expenses.

Other Operating

	Twelve Weeks Ended								Twenty-eight Weeks Ended
(In thousands, except percentages)	July 9, 2017			July 10, 2016			Percent Change		July 9, 2017			July 10, 2016			Percent Change
Other operating	$	42,712		$	40,275		6.1	%	$	97,392		$	89,983		8.2	%
As a percent of restaurant revenue	13.7		%	13.4		%	0.3	%	13.4		%	13.0		%	0.4	%

Other operating costs include costs such as equipment repairs and maintenance costs, restaurant supplies, utilities, restaurant technology, local marketing, and other miscellaneous costs. For the twelve weeks ended July 9, 2017, other operating costs as a percentage of restaurant revenue increased 30 basis points as compared to the same period in 2016, primarily due to higher costs of local marketing and restaurant supplies, partially offset by a decrease in equipment maintenance and repairs. For the twenty-eight weeks ended July 9, 2017, other operating costs as a percentage of restaurant revenue increased 40 basis points as compared to the same period in 2016, primarily due to higher costs of local marketing and equipment repairs and maintenance.

Occupancy

	Twelve Weeks Ended								Twenty-eight Weeks Ended
(In thousands, except percentages)	July 9, 2017			July 10, 2016			Percent Change		July 9, 2017			July 10, 2016			Percent Change
Occupancy	$	25,140		$	24,905		0.9	%	$	58,259		$	57,403		1.5	%
As a percent of restaurant revenue	8.0		%	8.3		%	(0.3	)%	8.0		%	8.2		%	(0.2	)%

Occupancy costs include fixed rents, property taxes, common area maintenance charges, general liability insurance, contingent rents, and other property costs. Occupancy costs incurred prior to opening our new restaurants are included in pre-opening costs. For the twelve weeks ended July 9, 2017, occupancy costs as a percentage of restaurant revenue decreased 30 basis points over the prior year, primarily due to a decrease in property taxes and general liability insurance costs. Our fixed rents for the twelve weeks ended July 9, 2017 and July 10, 2016 were $17.2 million and $16.6 million, an increase of $0.6 million due to 12 net additional locations opened since the second quarter of 2016.

For the twenty-eight weeks ended July 9, 2017, occupancy costs as a percentage of restaurant revenue decreased 20 basis points over the prior year, primarily due to a decrease in general liability insurance costs and property taxes. Our fixed rents for the twenty-eight weeks ended July 9, 2017 and July 10, 2016 were $39.7 million and $38.1 million, and increase of $1.6 million due to 33 net additional locations opened and acquired since the fourth quarter of 2015.

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Depreciation and Amortization

	Twelve Weeks Ended								Twenty-eight Weeks Ended
(In thousands, except percentages)	July 9, 2017			July 10, 2016			Percent Change		July 9, 2017			July 10, 2016			Percent Change
Depreciation and amortization	$	21,173		$	19,159		10.5	%	$	49,217		$	43,110		14.2	%
As a percent of total revenues	6.7		%	6.3		%	0.4	%	6.7		%	6.1		%	0.6	%

Depreciation and amortization includes depreciation on capital expenditures for restaurants and corporate assets as well as amortization of acquired franchise rights, leasehold interests, and certain liquor licenses. For the twelve weeks ended July 9, 2017, depreciation and amortization expense increased $2.0 million or 10.5% over the prior year. For the twenty-eight weeks ended July 9, 2017, depreciation and amortization expense increased $6.1 million or 14.2% over the prior year. The increases were primarily related to new restaurants opened, and restaurants remodeled under our brand transformation initiative, since the second quarter 2016.

Selling, General, and Administrative

	Twelve Weeks Ended								Twenty-eight Weeks Ended
(In thousands, except percentages)	July 9, 2017			July 10, 2016			Percent Change		July 9, 2017			July 10, 2016			Percent Change
Selling, general, and administrative	$	32,094		$	31,019		3.5	%	$	75,369		$	74,407		1.3	%
As a percent of total revenues	10.1		%	10.1		%	—	%	10.3		%	10.5		%	(0.2	)%

Selling, general, and administrative costs include all corporate and administrative functions. Components of this category include corporate, regional, and franchise support salaries and benefits; marketing and advertising costs; travel; professional and consulting fees; corporate information systems; legal expenses; office rent; training; and board of directors expenses.

Selling, general, and administrative costs in the twelve weeks ended July 9, 2017 increased $1.1 million, or 3.5%, as compared to the same period in 2016. The increase was primarily due to an increase in incentive compensation, professional services, and project costs, partially offset by a decrease in salaries and benefits, timing of selling expenses, and lower travel costs. Selling, general, and administrative costs in the twenty-eight weeks ended July 9, 2017 increased $1.0 million, or 1.3%, as compared to the same period in 2016. The increase was primarily due to an increase in incentive compensation and project costs, partially offset by a decrease in salaries and benefits and travel costs.

Pre-opening and Acquisition Costs

	Twelve Weeks Ended								Twenty-eight Weeks Ended
(In thousands, except percentages)	July 9, 2017			July 10, 2016			Percent Change		July 9, 2017			July 10, 2016			Percent Change
Pre-opening and acquisition costs	$	1,377		$	2,238		(38.5	)%	$	3,232		$	4,610		(29.9	)%
As a percent of total revenues	0.4		%	0.7		%	(0.3	)%	0.4		%	0.7		%	(0.3	)%

Pre-opening costs, which are expensed as incurred, comprise the costs of labor, hiring, and training the initial work force for our new restaurants; occupancy costs incurred prior to opening; travel expenses for our training teams; licenses and marketing; the cost of food and beverages used in training; supply costs; and other direct costs related to the opening of new restaurants. Our pre-opening costs fluctuate from period to period, depending upon, but not limited to, the number of restaurant openings, the size of the restaurants being opened, and the location of the restaurants. Pre-opening costs for any given quarter will typically include expenses associated with restaurants opened during the quarter as well as expenses related to restaurants opening in subsequent quarters. Pre-opening and acquisition costs decreased $0.9 million for the twelve weeks ended July 9, 2017, primarily due to fewer restaurant openings during the twelve weeks ended July 9, 2017 as compared to the same period in 2016. Pre-opening and acquisition costs decreased $1.4 million for the twenty-eight weeks ended July 9, 2017, primarily due to fewer restaurants opened during the twenty-eight weeks ended July 9, 2017 as compared to the same period in 2016 and $0.7 million in acquisition costs incurred during first quarter 2016.

Interest Expense, Net and Other

Interest expense, net and other was $2.5 million for the twelve weeks ended July 9, 2017, an increase of $1.0 million, or 65.1%, from the same period in 2016. Interest expense, net and other was $5.4 million for the twenty-eight weeks ended July 9, 2017, an increase of $2.3 million, or 74.0%, from the same period in 2016. The increases were primarily related to increased interest rates on our revolving line and a higher average debt balance. Our weighted average interest rate was 3.7% and 3.4% for the twelve and twenty-eight weeks ended July 9, 2017, as compared to 2.5% for the twelve and twenty-eight weeks ended

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July 10, 2016. Interest expense for 2017 is expected to be approximately $10 million.

Provision for Income Taxes

The effective tax rate for the twelve weeks ended July 9, 2017 was 0.3% benefit, compared to 15.4% expense for the twelve weeks ended July 10, 2016. The change in the twelve-week effective tax rate is primarily due to the decrease in income resulting in the recognition of a quarterly tax benefit. The effective tax rate for the twenty-eight weeks ended July 9, 2017 and July 10, 2016 was 13.5% and 20.7%. The change in the twenty-eight-week effective tax rate is primarily due to the decrease in income compared to the same period a year ago.

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Liquidity and Capital Resources

Cash and cash equivalents increased $8.4 million to $20.2 million at July 9, 2017, from $11.7 million at the beginning of the fiscal year. We expect to continue to reinvest available cash flows from operations to develop new restaurants or invest in existing restaurants and infrastructure, pay down debt, and execute our long-term strategic initiatives.

Cash Flows

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

	Twenty-eight Weeks Ended
	July 9, 2017			July 10, 2016
Net cash provided by operating activities	$	104,725		$	67,055
Net cash used in investing activities	(41,734		)	(134,208		)
Net cash (used by) provided by financing activities	(54,652		)	70,209
Effect of exchange rate changes on cash	108			181
Net change in cash and cash equivalents	$	8,447		$	3,237

Operating Cash Flows

Net cash flows provided by operating activities increased $37.6 million to $104.7 million for the twenty-eight weeks ended July 9, 2017. The increase was primarily driven by a $28.1 million decrease in payments to vendors, a $12.0 million decrease in bonus payout, and a $3.4 million decrease in team member salaries and benefits, offset by a $5.2 million decrease in cash generated from restaurant operations and a $0.7 million increase in marketing spend.

Investing Cash Flows

Net cash flows used in investing activities decreased $92.5 million to $41.7 million for the twenty-eight weeks ended July 9, 2017, as compared to $134.2 million for the same period in 2016. The decrease is primarily due to the acquisition of franchised restaurants in the first quarter of 2016, along with decreased investment in restaurant remodels and new restaurant openings.

The following table lists the components of our capital expenditures, net of currency translation effect, for the twenty-eight weeks ended July 9, 2017 (in thousands):

	Twenty-eight Weeks Ended July 9, 2017
New restaurants	$	23,250
Restaurant maintenance capital	9,276
Investment in technology infrastructure and other	7,065
Restaurant remodels	2,256
Total capital expenditures	$	41,847

We expect total capital investments between $85 million and $95 million for 2017, primarily related to the construction of new restaurants.

Financing Cash Flows

Cash used in financing activities increased $124.9 million to $54.7 million for the twenty-eight weeks ended July 9, 2017, as compared to the same period in 2016. The increase primarily resulted from $146.8 million additional net repayments made on long-term debt, partially offset by a $20.0 million decrease in cash used to repurchase the Company’s common stock.

Credit Facility

On June 30, 2016, the Company replaced its existing credit facility (“Previous Credit Facility”) with a new credit facility (the “New Credit Facility”). The New Credit Facility provides for a $400 million revolving line of credit with a sublimit for the issuance of up to $25 million in letters of credit and swingline loans up to $15 million. On April 13, 2017, the Company entered into a first amendment (the “Amendment”) to the New Credit Facility. The Amendment increases the lease adjusted leverage ratio to 5.25x through October 1, 2017 before stepping down to 5.0x through July 15, 2018 and returning to 4.75x thereafter. The Amendment also provides for additional pricing tiers that increase LIBOR spread rates and commitment fees to the extent the Company’s lease adjusted leverage ratio exceeds 4.75x, in addition to revising terms for permitted acquisitions and

17

investments under the New Credit Facility. The Amendment is effective through October 7, 2018 and is cancelable at the Company’s discretion. As of July 9, 2017, the Company’s lease adjusted leverage ratio was 4.18x.

The New Credit Facility matures on June 30, 2021. Borrowings under the New Credit Facility are secured by first priority liens and security interests in substantially all of the Company’s assets, including the capital stock of certain Company subsidiaries. Borrowings are available for financing activities including restaurant construction costs, working capital, and general corporate purposes, including, among other uses, to refinance certain indebtedness, permitted acquisitions, and redemption of capital stock. We do not believe any of our lenders will be unable to fulfill their lending commitments under our New Credit Facility. Loan origination costs associated with the New Credit Facility are included as deferred costs in Other assets, net in the accompanying condensed consolidated balance sheet. As of July 9, 2017, the Company had outstanding borrowings under the New Credit Facility of $279.3 million, in addition to amounts issued under letters of credit of $7.6 million, which reduce the amount available under the New Credit Facility but are not recorded as debt.

Covenants.  We are subject to a number of customary covenants under our New Credit Facility, including limitations on additional borrowings, acquisitions, stock repurchases, sales of assets, and dividend payments. As of July 9, 2017, we were in compliance with all debt covenants.

Debt Outstanding.  Total debt and capital lease obligations outstanding decreased $56.5 million to $291.3 million at July 9, 2017, from $347.8 million at December 25, 2016, primarily due to net repayments of $56.3 million on the New Credit Facility during the twenty-eight weeks ended July 9, 2017.

We typically maintain current liabilities in excess of our current assets which results in a working capital deficit. We are able to operate with a working capital deficit because restaurant sales are primarily conducted on a cash or credit card basis. Rapid turnover of inventory results in limited investment in inventories, and cash from sales is usually received before related payables for food, supplies, and payroll become due. In addition, receipts from the sale of gift cards are received well in advance of related redemptions. Rather than maintain higher cash balances that would result from this pattern of operating cash flows, we typically utilize operating cash flows in excess of those required for currently-maturing liabilities to pay for capital expenditures, debt repayment, or to repurchase stock. When necessary, we utilize our revolving credit facility to satisfy short-term liquidity requirements. We believe our future cash flows generated from restaurant operations combined with our remaining borrowing capacity under the New Credit Facility will be sufficient to satisfy any working capital deficits and our planned capital expenditures.

Inflation

The primary inflationary factors affecting our operations are food, labor costs, energy costs, and materials used in the construction of new restaurants. A large number of our restaurant personnel are paid at rates based on the applicable minimum wage, and increases in the minimum wage have directly affected our labor costs in recent years. Many of our leases require us to pay taxes, maintenance, repairs, insurance, and utilities, all of which are generally subject to inflationary increases. We believe labor costs inflation along with food cost inflation due primarily to ground beef had a negative impact on our financial condition and results of operations during the twenty-eight weeks ended July 9, 2017. Uncertainties related to fluctuations in costs, including energy costs, commodity prices, annual indexed or other minimum wage increases, and construction materials make it difficult to predict what impact, if any, inflation may continue to have on our business, but it is anticipated inflation will have a negative impact on labor and commodity costs for the remainder of 2017.

Seasonality

Our business is subject to seasonal fluctuations. Historically, sales in most of our restaurants have been higher during the summer months and winter holiday season and lower during the fall season. As a result, our quarterly and annual operating results and comparable restaurant revenue may fluctuate significantly as a result of seasonality. Accordingly, results for any one quarter or year are not necessarily indicative of results to be expected for any other quarter or for any year, and comparable restaurant sales for any particular future period may decrease.

Off Balance Sheet Arrangements

Except for operating leases, primarily restaurant leases entered into the normal course of business, we do not have any material off balance sheet arrangements.

Contractual Obligations

There were no material changes outside the ordinary course of business to our contractual obligations since the filing of Company’s Annual Report on Form 10-K for the fiscal year ended December 25, 2016.

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Critical Accounting Policies and Estimates

Critical accounting policies and estimates are those we believe are both significant and that require us to make difficult, subjective or complex judgments, often because we need to estimate the effect of inherently uncertain matters. We base our estimates and judgments on historical experiences and various other factors we believe to be appropriate under the circumstances. Actual results may differ from these estimates, including our estimates of future restaurant level cash flows, which are subject to the current economic environment, and we might obtain different results if we use different assumptions or conditions. We had no significant changes in our critical accounting policies and estimates which were disclosed in our Annual Report on Form 10-K for the fiscal year ended December 25, 2016.

Recently Issued and Recently Adopted Accounting Standards

See Note 1, Basis of Presentation and Recent Accounting Pronouncements, of Notes to Condensed Consolidated Financial Statements of this report.

Forward-Looking Statements

Certain information and statements contained in this report are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the “PSLRA”) codified at Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. This statement is included for purposes of complying with the safe harbor provisions of the PSLRA. Forward-looking statements include statements regarding our expectations, beliefs, intentions, plans, objectives, goals, strategies, future events, or performance and underlying assumptions and other statements which are other than statements of historical facts. These statements may be identified, without limitation, by the use of forward-looking terminology such as “anticipate,” “assume,” “believe,” “estimate,” “expect,” “intend,” “plan,” “project,” “may,” “will,” “would,” and similar expressions. Certain forward-looking statements are included in this Quarterly Report on Form 10-Q, principally in the sections captioned “Financial Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. Forward-looking statements in this report include, among other things: our financial performance, including revenues; our marketing strategy and promotions; anticipated number and timing of new restaurant openings and the resulting number of operating weeks; restaurant relocations and restaurant development efforts; expected uses for available cash flow; capital investments; beliefs about the ability of our lenders to fulfill their lending commitments under our New Credit Facility and about the sufficiency of future cash flows to satisfy working capital deficit; anticipated funding for new restaurant openings; anticipated effective tax rate for 2017; commodity and utility costs, and the anticipated effects of inflation; the effect of the adoption of new accounting standards on our financial and accounting systems; estimated aggregate future amortization expenses; estimated future interest expense; and the possibility of new interest rate swap or other similar mechanisms.

Forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from those we express in these forward-looking statements. These risks and uncertainties include, but are not limited to, the following: the effectiveness of our business improvement initiatives; the ability to fulfill planned expansion and restaurant remodeling; the effectiveness of our marketing campaign; uncertainty regarding general economic conditions and economic recovery; concentration of restaurants in certain markets and lack of market awareness in new markets; changes in consumer disposable income, consumer spending trends and habits; the effectiveness of our information technology and new technology systems; regional mall and lifestyle center traffic trends or other trends affecting traffic at our restaurants; increased competition and discounting in the casual-dining restaurant market; costs and availability of food and beverage inventory; changes in commodity prices, particularly ground beef; changes in labor and energy costs; limitations on our ability to execute stock repurchases due to lack of available shares or acceptable stock price levels or other market or Company-specific conditions; our ability to attract qualified managers and team members; changes in the availability of credit facility borrowings or other access to capital; the effectiveness of our new technology systems; minimum wage increases; changes in health care and insurance costs; costs and other effects of legal claims by team members, franchisees, customers, vendors, stockholders, and others, including settlement of those claims; effectiveness of management strategies and decisions; weather conditions and related events in regions where our restaurants are operated; changes in accounting standards policies and practices or related interpretations by auditors or regulatory entities; and other risk factors described from time to time in our SEC reports, including the Company’s most recent Annual Report on Form 10-K for the fiscal year ended December 25, 2016, filed with the SEC on February 21, 2017 and the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 16, 2017 filed with the SEC on May 17, 2017.

Although we believe the expectations reflected in our forward-looking statements are based on reasonable assumptions, such expectations may prove to be materially incorrect due to known and unknown risks and uncertainties. All forward-looking statements speak only as of the date made. All subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements. Except as required by law,

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we undertake no obligation to update any forward-looking statement to reflect events or circumstances arising after the date on which it is made or to reflect the occurrence of anticipated or unanticipated events or circumstances.

ITEM 3.    Quantitative and Qualitative Disclosures About Market Risk

There has been no material change in the interest rate risk, foreign currency exchange risk, or commodity price risk since the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended December 25, 2016.

We continue to monitor our interest rate risk on an ongoing basis and may use interest rate swaps or similar instruments in the future to manage our exposure to interest rate changes related to our borrowings as the Company deems appropriate. As of July 9, 2017, we had $279.3 million of borrowings subject to variable interest rates. A 1.0% change in the effective interest rate applied to these loans would have resulted in pre-tax interest expense fluctuation of $2.8 million on an annualized basis.

The Company’s restaurant menus are highly dependent upon a few select commodities, including ground beef, poultry, and potatoes. We may or may not have the ability to increase menu prices, or vary menu items, in response to food commodity price increases. A 1.0% increase in food costs would negatively impact cost of sales by approximately $3.0 million on an annualized basis.

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ITEM 4.    Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the management of the Company (“Management”), including the Company’s Chief Executive Officer (CEO) and Chief Financial Officer (CFO), as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, Management recognizes that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives. The Company’s CEO and CFO have concluded that, based upon the evaluation of disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) under the Exchange Act), the Company’s disclosure controls and procedures were effective as of the end of the period covered by this report.

Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that has materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II — OTHER INFORMATION

ITEM 1.    Legal Proceedings

For a description of our legal proceedings, see Note 7, Commitments and Contingencies, of Notes to Condensed Consolidated Financial Statements of this report.

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ITEM 1A.    Risk Factors

A description of the risk factors associated with our business is contained in Item 1A, “Risk Factors,” of our Annual Report on Form 10-K for the fiscal year ended December 25, 2016 filed with the SEC on February 21, 2017 and our Quarterly Report on Form 10-Q for the fiscal quarter ended April 16, 2017 filed with the SEC on May 17, 2017 (the “Quarterly Report on Form 10-Q”). There have been no material changes to our Risk Factors disclosed in our 2016 Annual Report on Form 10-K and Quarterly Report on Form 10-Q.

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ITEM 2.    Unregistered Sales of Equity Securities and Use of Proceeds

During the twelve weeks ended July 9, 2017, the Company did not have any sales of securities in transactions that were not registered under the Securities Act of 1933, as amended, that have not been reported in a Current Report on Form 8-K. On February 11, 2016, the Company’s board of directors re-authorized the Company’s share repurchase program and approved the repurchase of up to a total of $100 million of the Company’s common stock. The share repurchase authorization became effective on February 11, 2016, and will terminate upon completing repurchases of $100 million of common stock unless otherwise terminated by the board. Purchases under the repurchase program may be made in open market or privately negotiated transactions. Purchases may be made from time to time at the Company’s discretion and the timing and amount of any share repurchases will be determined based on share price, market conditions, legal requirements, and other factors. The repurchase program does not obligate the Company to acquire any particular amount of common stock, and the Company may suspend or discontinue the repurchase program at any time.

The Company did not repurchase any of its common stock during the twelve weeks ended July 9, 2017. Since February 11, 2016, the Company has purchased 940,034 shares for a total of $46.1 million. The current repurchase program had a remaining authorized purchase limit of $53.9 million as of July 9, 2017.

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ITEM 6.    Exhibits

Exhibit Number	Description
10.1	Amendment to Amended & Restated Employment Agreement by and between Red Robin Gourmet Burgers, Inc. and Denny Marie Post, dated July 25, 2017.
10.2	Amendment to Employment Agreement by and between Red Robin Gourmet Burgers, Inc. and Guy J. Constant, dated July 25, 2017.
10.3	Amendment to Employment Agreement by and between Red Robin Gourmet Burgers, Inc. and Carin L. Stutz, dated July 25, 2017.
10.4	Amendment to Employment Agreement by and between Red Robin Gourmet Burgers, Inc. and Michael L. Kaplan, dated July 25, 2017.
10.5	Second Amendment to Amended Employment Agreement by and between Red Robin Gourmet Burgers, Inc. and Jonathan A. Muhtar, dated July 25, 2017.
31.1	Rule 13a-14(a) Certification of Chief Executive Officer
31.2	Rule 13a-14(a) Certification of Chief Financial Officer
32.1	Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer
101	The following financial information from the Quarterly Report on Form 10-Q of Red Robin Gourmet Burgers, Inc. for the quarter ended July 9, 2017, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets at July 9, 2017 and December 25, 2016; (ii) Condensed Consolidated Statements of Operations for the twelve and twenty-eight weeks ended July 9, 2017 and July 10, 2016; (iii) Condensed Consolidated Statements of Comprehensive Income for the twelve and twenty-eight weeks ended July 9, 2017 and July 10, 2016; (iv) Condensed Consolidated Statements of Cash Flows for the twenty-eight weeks ended July 9, 2017 and July 10, 2016; and (v) the Notes to Condensed Consolidated Financial Statements, tagged as blocks of text.

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SIGNATURE

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

	RED ROBIN GOURMET BURGERS, INC. (Registrant)
August 9, 2017	By:	/s/ Guy J. Constant
(Date)		Guy J. Constant (Chief Financial Officer)

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EX-10.1

AMENDMENT TO AMENDED & RESTATED EMPLOYMENT AGREEMENT

(Denny M. Post)

This Amendment to Amended & Restated Employment Agreement (this “Amendment”) is effective as of July 25, 2017, by and between Red Robin Gourmet Burgers, Inc., and Delaware Corporation (the “Company”) and Denny M. Post (the “Executive”). Reference is made to that certain Amended & Restated Employment Agreement by and between the Company and Executive effective as of August 8, 2016 (hereinafter referred to as the “Employment Agreement”). All capitalized terms not defined herein shall have the meaning assigned to such terms in the Employment Agreement. The Company and Executive are referred to in this Amendment collectively as the “Parties.”

WHEREAS, the Parties desire to amend certain terms of the Employment Agreement as set forth below.

NOW, THEREFORE, in consideration of the promises and mutual covenants and agreements herein contained and intending to be legally bound hereby, the Parties hereby agree as follows:

1. Amendment to Section 4. Sections 4(e) and (f) shall be replaced in their entirety by the language set forth below:

“(e)     Change in Control. Executive’s employment may be terminated within twenty-four (24) months following a Change in Control Date by the Company without Cause or by Executive for Good Reason.

(f) Obligations of the Company Upon Termination.

(i)     Death or Disability. If Executive's employment is terminated by reason of Executive's Death or Disability, this Agreement shall terminate without further obligations to Executive or her legal representatives under this Agreement, other than for (A) payment of the sum of (1) Executive's Annual Base Salary through the date of termination to the extent not theretofore paid and (2) reimbursement for any unreimbursed business expenses incurred through the date of termination which shall be paid in a lump sum in cash within 30 days of the effective date of termination or such earlier date as may be required by law; (B) any payments, benefits or fringe benefits to which Executive shall be entitled under the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant or this Agreement, which shall be paid at such times and in such forms as provided for by such plan, program or grant or such earlier date as may be required by law; (C) any Annual Bonus earned but unpaid with respect to the fiscal year ending on or preceding the date of termination, which shall be paid in a lump sum in cash when such Annual Bonus payment is regularly paid to similarly situated executives (the payments and benefits described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”); and (D) payment of a pro rata share (determined on the basis of the number of days on which Executive was employed by the Company during the fiscal year in which the date of termination occurred) of the Annual Bonus that would otherwise have been earned based on actual performance and been payable pursuant to Section 3(b) hereof had Executive continued to be employed by the Company for the entirety of the fiscal year in which the date of termination occurred, which shall be paid in a lump sum in cash when such Annual Bonus payment is regularly paid to similarly situated executives.

(ii)     Cause or Resignation other than with Good Reason. If Executive’s employment is termination by the Company for Cause or Executive resigns from her position as Chief Executive Office of the Company without Good Reason, this Agreement shall termination without further obligations to Executive other than payment of the Accrued Obligations as described in Section 4(f)(i). If it is subsequently determined that the Company did not have Cause for termination hereof or that Executive had Good Reason for termination, then the decision to terminate shall be deemed to have been made under Section 4(c), (d), or (e), as applicable, and the amounts payable under Section 4(f)(iii) or (iv), as applicable, shall be the only amounts Executive may receive on account of her termination.

(iii)     By the Company without Cause or by Executive for Good Reason. If, prior to the expiration of the stated term of this Agreement, the Company terminates Executive's employment without Cause or

Executive terminates her employment for Good Reason, this Agreement shall terminate without further obligations to Executive other than:

(A) payment of the Accrued Obligations and a pro rata share of the Annual Bonus for the fiscal year in which the date of termination occurred, each, as described in Section 4(f)(i); and

(B) payment of the equivalent of twenty-four (24) months of Executive's Annual Base Salary as in effect immediately prior to the date of termination which shall be paid in substantially equal installments for the twenty-four (24) month period following the date of termination, subject to standard withholdings and other authorized deductions; and

(C) upon Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, the Company shall pay to Executive in a lump sum in cash within 30 days after such election an amount equal to the product of (x) the portion of premiums of Executive’s group health insurance, including coverage for Executive’s eligible dependents, that the Company paid immediately prior to her date of termination and (y) eighteen;

provided, however, that as a condition precedent to receiving the payments and benefits provided for in this Section 4(f)(iii) (other than payment of the Accrued Obligations), Executive shall first execute and deliver to the Company and RRI a general release agreement in a form that is satisfactory to the Company and RRI, and all rights of Executive thereunder or under applicable law to rescind or revoke the release shall have expired no later than the date specified in such release, which shall either be 28 days or 52 days, dependent upon the circumstances, after the date of termination (the “Release Condition”). For the avoidance of doubt, the payments contemplated by Section 4(f)(iii)(B) shall be paid, subject to satisfaction of the Release Condition, in substantially equal installments on regularly scheduled payroll dates beginning on the first payroll date that is sixty (60) days after Executive experiences a “separation from service” within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”); provided, that such first payment shall be a lump sum payment equal to the amount of all payments due from the date of such termination through the date of such first payment. If Executive fails to satisfy the Release Condition, all payments and benefits set forth in this Section 4(f)(iii) (other than the payment of the Accrued Obligations) shall be forfeited.

Notwithstanding any other provision contained in this Agreement, if Section 4(f)(iv) applies to Executive, this Section 4(f)(iii) shall not also apply.

(iv)     Change in Control. If, within 24 months following a Change in Control Date, the Company terminates Executive's employment without Cause or Executive terminates her employment for Good Reason, this Agreement shall terminate without further obligations to Executive other than:

(A) payment of the Accrued Obligations and a pro rata share of the Annual Bonus for the fiscal year in which the date of termination occurred, each, as described in Section 4(f)(i) except that the Accrued Obligations described in clause (A) of Section 4(f)(i) shall be paid in a lump sum in cash within 10 days of the effective date of termination;

(B) payment of the equivalent of twenty-four (24) months of Executive's Annual Base Salary as in effect immediately prior to the date of termination which shall be paid in a lump sum in cash within 10 days of the effective date of termination, subject to standard withholdings and other authorized deductions^1/;

______________________________________

^1/ The amount of the payment is as provided under Ms. Post's employment agreement while the timing has been modified to conform with the change in control agreement.

^2/ See footnote 1.

(C) payment of two times the highest Annual Bonus amount earned by the Executive for performance in the last three completed fiscal years prior to the Change in Control Date for which bonuses have been paid or are payable (which Annual Bonus may be in the aggregate if Executive has earned more than one bonus payment for such fiscal year) which shall be paid in a lump sum in cash when such Annual Bonus payment is regularly paid to similarly situated executives^2/;

(D) upon surrender by Executive within ninety (90) days after the termination of Executive’s employment (which surrender shall be at the sole option of Executive) of her outstanding options to purchase common shares of the Company (“Common Shares”) granted to Executive by the Company (the “Outstanding Options”), payment of an amount in respect of each Outstanding Option (whether vested or not) equal to the difference between the exercise price of such Outstanding Option and the fair market value of the Common Shares at the time of such termination (but not less than the closing price for the Common Shares on NASDAQ, or such other national stock exchange on which such shares may be listed, on the last trading day such shares traded prior to the date of surrender) which shall be paid in a lump sum in cash within 10 days of such surrender; and

(E)     upon Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, the Company shall pay to Executive in a lump sum in cash within 30 days after such election an amount equal to the product of (x) the portion of premiums of Executive’s group health insurance, including coverage for Executive’s eligible dependents, that the Company paid immediately prior to her date of termination and (y) eighteen;

provided, however, that as a condition precedent to receiving the payments and benefits provided for in this Section 4(f)(iv) (other than payment of the Accrued Obligations), Executive shall first satisfy the Release Condition. If Executive fails to satisfy the Release Condition, all payments and benefits set forth in this Section 4(f)(iv) (other than the payment of the Accrued Obligations) shall be forfeited.

(v)     Exclusive Remedy. Executive agrees that the payments contemplated by this Section 4(f) shall constitute the exclusive and sole remedy for any termination of her employment, and Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of employment; provided. however, that nothing contained in this Section 4(f)(v) shall prevent Executive from otherwise challenging in a subsequent arbitration proceeding a determination by the Company that it was entitled to terminate Executive's employment hereunder for Cause.

(vi)     Termination of Payments. Anything in this Agreement to the contrary notwithstanding, the Company shall have the right to terminate all payments and benefits owing to Executive pursuant to this Section 4(f) upon the Company's discovery of any breach by Executive of her obligations under the general release or Sections 5, 6, 7 and 8 of this Agreement.

(vii)     Resignation as Office or Director Upon Termination. Upon termination of Executive’s employment with the Company for any reason whatsoever, Executive shall thereupon be deemed to have immediately resigned from any positions with the Company and all of its subsidiaries and affiliates, whether as an officer, director, employee, fiduciary or otherwise. In such event, Executive shall, at the request of the Company, execute any documents reasonably required to evidence such resignations.”

2. Amendment to Section 13. The terms “Change in Control Date,” “Person,” and “Subsidiary” shall be added to Section 13 and the term “Change in Control Event” shall be replaced with the term “Change in Control”, each, by the language set forth below:

““Change in Control” means:

(i)     The acquisition by any Person of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50% of either (1) the then-outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (2) the combined voting power of the

then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that, for purposes of this definition, the following acquisitions shall not constitute a Change in Control; (A) any acquisition directly from the Company, (B) any acquisition by the Company, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any affiliate of the Company or a successor, or (D) any acquisition by any entity pursuant to a transaction that complies with subsections (iii)(A), (B) and (C) below;

(ii)     A majority of the individuals who serve on the Board as of the date hereof (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least two-thirds of the directors then comprising the Incumbent Board (including for these purposes, the new members whose election or nomination was so approved, without counting the member and his predecessor twice) shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board;

(iii)     Consummation of a reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving the Company or any of its Subsidiaries, a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or stock of another entity by the Company or any of its Subsidiaries (each, a “Business Combination”), in each case unless, following such Business Combination, (A) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets directly or through one or more Subsidiaries (a “Parent”)) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding any entity resulting from such Business Combination or a Parent or any employee benefit plan (or related trust) of the Company or such entity resulting from such Business Combination or Parent) beneficially owns, directly or indirectly, more than 50% of, respectively, the then-outstanding shares of common stock of the entity resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such entity, except to the extent that the ownership of more than 50% existed prior to the Business Combination, and (C) at least a majority of the members of the board of directors or trustees of the entity resulting from such Business Combination or a Parent were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or

(iv)     Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company other than in the context of a transaction that does not constitute a Change in Control under clause (iii) above.

“Change in Control Date” shall mean any date during the term of this Agreement on which a Change in Control occurs. Anything in this Agreement to the contrary notwithstanding, if Executive’s employment or status as an officer with the Company is terminated within six (6) months before the date on which a Change in Control occurs, and it is reasonably demonstrated that such termination (i) was at the request of a third party who has taken steps reasonably calculated or intended to effect a Change in Control or (ii) otherwise arose in connection with or anticipation of a Change in Control, then for all purposes of this Agreement the “Change in Control Date” shall mean the date immediately before the date of such termination.

“Person” means any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended.

“Subsidiary” means a company 50 percent or more of the voting securities of which are owned, directly or indirectly, by the Company.”

3. No Other Changes. Except as modified or supplemented by this Amendment, the Employment Agreement remains unmodified and in full force and effect.

4. Miscellaneous.

(a)     Governing Law. This Amendment and the legal relations hereby created between the parties hereto shall be governed by and construed under and in accordance with the internal laws of the State of Colorado, without regard to conflicts of laws principles thereof. Each Party shall submit to the venue and personal jurisdiction of the Colorado state and federal courts concerning any dispute arising from or relating to this Amendment; provided, however, the Company is not limited in seeking relief in those courts.

(b)     Binding Effect. This Amendment is intended to bind and inure to the benefit of and be enforceable by Executive, the Company and their respective heirs, successors and assigns, except that Executive may not assign her rights or delegate her obligations hereunder without the prior written consent of the Company.

(c)     Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

(d)     Savings Clause. If any provision of this Amendment or the application thereof is held invalid, the invalidity shall not affect other provisions or applications of this Amendment or the Employment Agreement which can be given effect without the invalid provisions or applications and to this end the provisions of this Amendment and the Employment Agreement are declared to be severable.

[Signature page follows.]

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to the Employment Agreement to be executed as of the date first above written.

RED ROBIN GOURMET BURGERS, INC.

By:     /s/ Michael L. Kaplan___________________

Michael L. Kaplan

Senior Vice President and Chief Legal Officer

EXECUTIVE:

/s/ Denny M. Post_______________________

    Denny M. Post

EX-10.2

AMENDMENT TO EMPLOYMENT AGREEMENT

(Guy J. Constant)

This Amendment to Employment Agreement (this “Amendment”) is effective as of July 25, 2017, by and between Red Robin Gourmet Burgers, Inc., and Delaware Corporation (the “Company”) and Guy J. Constant (the “Executive”). Reference is made to that certain Employment Agreement by and between the Company and Executive effective as of December 14, 2016 (the “Employment Agreement”). All capitalized terms not defined herein shall have the meaning assigned to such terms in the Employment Agreement. The Company and Executive are referred to in this Amendment collectively as the “Parties.”

WHEREAS, the Parties desire to amend certain terms of the Employment Agreement as set forth below.

NOW, THEREFORE, in consideration of the promises and mutual covenants and agreements herein contained and intending to be legally bound hereby, the Parties hereby agree as follows:

1. Amendment to Section 4. Sections 4(e) and (f) shall be replaced in their entirety and a new Section 4(g) shall be added by the language set forth below:

“(e)     Change in Control. Executive’s employment may be terminated within twenty-four (24) months following a Change in Control Date by the Company without Cause or by Executive for Good Reason.

(f) Obligations of the Company Upon Termination.

(i)     Death; Disability; For Cause; Resignation without Good Reason. If Executive's employment is terminated by reason of Executive's Death or Disability or by the Company for Cause or Executive resigns without Good Reason, this Agreement shall terminate without further obligations to Executive or his legal representatives under this Agreement, other than (A) payment of the sum of (1) Executive's Annual Base Salary through the date of termination to the extent not theretofore paid and (2) reimbursement for any unreimbursed business expenses incurred through the date of termination which shall be paid in a lump sum in cash within 30 days of the effective date of termination or such earlier date as may be required by law; (B) any payments, benefits or fringe benefits to which Executive shall be entitled under the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant or this Agreement, which shall be paid at such times in and such forms as provided for by such plan, program or grant or such earlier date as may be required by law; and (C) any Annual Bonus earned but unpaid with respect to the fiscal year ending on or preceding the date of termination, which shall be paid in a lump sum in cash when such Annual Bonus payment is regularly paid to similarly situated executives (the payments and benefits described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”).

(ii)     By the Company without Cause or by Executive for Good Reason. If, prior to the expiration of the stated term of this Agreement, the Company terminates Executive's employment without Cause or Executive terminates his employment for Good Reason, this Agreement shall terminate without further obligations to Executive other than:

(A) payment of the Accrued Obligations as described in Section 4(f)(i); and

(B) payment of the equivalent of twelve (12) months of Executive's Annual Base Salary as in effect immediately prior to the date of termination which shall be paid in a lump sum in cash within 60 days of the effective date of termination, subject to standard withholdings and other authorized deductions;

provided, however, that as a condition precedent to receiving the payments and benefits provided for in this Section 4(f)(ii) (other than payment of the Accrued Obligations), Executive shall first execute and deliver to the Company and RRI a general release agreement in a form that is satisfactory to the Company and RRI, and all rights of Executive thereunder or under applicable law to rescind or revoke the release shall have expired no later than the date specified in such release, which shall either be

28 days or 52 days, dependent upon the circumstances, after the date of termination. If Executive fails to timely execute the release, all payments and benefits set forth in this Section 4(f)(ii) (other than the payment of the Accrued Obligations) shall be forfeited. ·

Notwithstanding any other provision contained in this Agreement, if Section 4(f)(iii) applies to Executive, this Section 4(f)(ii) shall not also apply.

(iii)     Change in Control. If, within 24 months following a Change in Control Date, the Company terminates Executive's employment without Cause or Executive terminates his employment for Good Reason, this Agreement shall terminate without further obligations to Executive other than:

(A) payment of the Accrued Obligations as described in Section 4(f)(i) except that the Accrued Obligations described in clause (A) of Section 4(f)(i) shall be paid in a lump sum in cash within 10 days of the effective date of termination;

(B) payment of the equivalent of twelve (12) months of Executive's Annual Base Salary as in effect immediately prior to the date of termination which shall be paid in a lump sum in cash within 10 days of the effective date of termination, subject to standard withholdings and other authorized deductions;

(C) payment of the higher of Executive’s target or actual Annual Bonus amount earned for performance during the fiscal year in which the Change in Control Date occurs which shall be paid in a lump sum in cash when such Annual Bonus payment is regularly paid to similarly situated executives;

(D) upon surrender by Executive within ninety (90) days after the termination of Executive’s employment (which surrender shall be at the sole option of Executive) of his outstanding options to purchase common shares of the Company (“Common Shares”) granted to Executive by the Company (the “Outstanding Options”), payment of an amount in respect of each Outstanding Option (whether vested or not) equal to the difference between the exercise price of such Outstanding Option and the fair market value of the Common Shares at the time of such termination (but not less than the closing price for the Common Shares on NASDAQ, or such other national stock exchange on which such shares may be listed, on the last trading day such shares traded prior to the date of surrender) which shall be paid in a lump sum in cash within 10 days of such surrender; and

(E)     upon Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, the Company shall pay to Executive in a lump sum in cash within 30 days after such election an amount equal to the product of (x) the portion of premiums of Executive’s group health insurance, including coverage for Executive’s eligible dependents, that the Company paid immediately prior to his date of termination and (y) twelve;

provided, however, that as a condition precedent to receiving the payments and benefits provided for in this Section 4(f)(iii) (other than payment of the Accrued Obligations), Executive shall first execute and deliver to the Company and RRI a general release agreement in a form that is satisfactory to the Company and RRI, and all rights of Executive thereunder or under applicable law to rescind or revoke the release shall have expired no later than the date specified in such release, which shall either be 28 days or 52 days, dependent upon the circumstances, after the date of termination. If Executive fails to timely execute the release, all payments and benefits set forth in this Section 4(f)(iii) (other than the payment of the Accrued Obligations) shall be forfeited. ·

(iv)     Exclusive Remedy. Executive agrees that the payments contemplated by this Section 4(f) shall constitute the exclusive and sole remedy for any termination of his employment, and Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of employment; provided, however, that nothing contained in this Section 4(f)(iv) shall prevent Executive from otherwise

challenging in a subsequent arbitration proceeding a determination by the Company that it was entitled to terminate Executive's employment hereunder for Cause.

(v)     Termination of Payments. Anything in this Agreement to the contrary notwithstanding, the Company shall have the right to terminate all payments and benefits owing to Executive pursuant to this Section 4(f) upon the Company's discovery of any breach by Executive of his obligations under the general release or Sections 5, 6, 7 and 8 of this Agreement.

(g)     Survival of Certain Obligations Following Termination. Notwithstanding any other provision contained in this Agreement, the provisions in Sections 5 through 11 and 14 through 21 of this Agreement shall survive any termination of Executive’s employment hereunder (but shall be subject to Executive’s right to receive the payments and benefits provided under this Section 4.)”

2. Amendment to Section 13. The following terms shall be added to Section 13 by the language set forth below:

““Change in Control” means:

(i)     The acquisition by any Person of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50% of either (1) the then-outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (2) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that, for purposes of this definition, the following acquisitions shall not constitute a Change in Control; (A) any acquisition directly from the Company, (B) any acquisition by the Company, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any affiliate of the Company or a successor, or (D) any acquisition by any entity pursuant to a transaction that complies with subsections (iii)(A), (B) and (C) below;

(ii)     A majority of the individuals who serve on the Board as of the date hereof (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least two-thirds of the directors then comprising the Incumbent Board (including for these purposes, the new members whose election or nomination was so approved, without counting the member and his predecessor twice) shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board;

(iii)     Consummation of a reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving the Company or any of its Subsidiaries, a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or stock of another entity by the Company or any of its Subsidiaries (each, a “Business Combination”), in each case unless, following such Business Combination, (A) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets directly or through one or more Subsidiaries (a “Parent”)) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding any entity resulting from such Business Combination or a Parent or any employee benefit plan (or related trust) of the Company or such entity resulting from such Business Combination or Parent) beneficially owns, directly or indirectly, more than 50% of, respectively, the then-

outstanding shares of common stock of the entity resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such entity, except to the extent that the ownership of more than 50% existed prior to the Business Combination, and (C) at least a majority of the members of the board of directors or trustees of the entity resulting from such Business Combination or a Parent were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or

(iv)     Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company other than in the context of a transaction that does not constitute a Change in Control under clause (iii) above.

“Change in Control Date” shall mean any date during the term of this Agreement on which a Change in Control occurs. Anything in this Agreement to the contrary notwithstanding, if Executive’s employment or status as an officer with the Company is terminated within six (6) months before the date on which a Change in Control occurs, and it is reasonably demonstrated that such termination (i) was at the request of a third party who has taken steps reasonably calculated or intended to effect a Change in Control or (ii) otherwise arose in connection with or anticipation of a Change in Control, then for all purposes of this Agreement the “Change in Control Date” shall mean the date immediately before the date of such termination.

“Subsidiary” means a company 50 percent or more of the voting securities of which are owned, directly or indirectly, by the Company.”

3. Amendment to Section 17. Every instance of “Section 4(e)” in Section 17(b) shall be changed to “Section 4(f).”

4. No Other Changes. Except as modified or supplemented by this Amendment, the Employment Agreement remains unmodified and in full force and effect.

5. Miscellaneous.

(a)     Governing Law. This Amendment and the legal relations hereby created between the parties hereto shall be governed by and construed under and in accordance with the internal laws of the State of Colorado, without regard to conflicts of laws principles thereof. Each Party shall submit to the venue and personal jurisdiction of the Colorado state and federal courts concerning any dispute arising from or relating to this Amendment; provided, however, the Company is not limited in seeking relief in those courts.

(b     Binding Effect. This Amendment is intended to bind and inure to the benefit of and be enforceable by Executive, the Company and their respective heirs, successors and assigns, except that Executive may not assign his rights or delegate his obligations hereunder without the prior written consent of the Company.

(c)     Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

(d)     Savings Clause. If any provision of this Amendment or the application thereof is held invalid, the invalidity shall not affect other provisions or applications of this Amendment or the Employment Agreement which can be given effect without the invalid provisions or applications and to this end the provisions of this Amendment and the Employment Agreement are declared to be severable.

[Signature page follows.]

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to the Employment Agreement to be executed as of the date first above written.

RED ROBIN GOURMET BURGERS, INC.

By:     /s/ Denny Marie Post_____________________

Denny Marie Post

President

EXECUTIVE:

_/s/_Guy J. Constant_________________________

Guy J. Constant

EX-10.3

AMENDMENT TO EMPLOYMENT AGREEMENT

(Carin Stutz)

This Amendment to Employment Agreement (this “Amendment”) is effective as of July 25, 2017, by and between Red Robin Gourmet Burgers, Inc., and Delaware Corporation (the “Company”) and Carin Stutz (the “Executive”). Reference is made to that certain Employment Agreement by and between the Company and Executive effective as of May 16, 2016 (the “Employment Agreement”). All capitalized terms not defined herein shall have the meaning assigned to such terms in the Employment Agreement. The Company and Executive are referred to in this Amendment collectively as the “Parties.”

WHEREAS, the Parties desire to amend certain terms of the Employment Agreement as set forth below.

NOW, THEREFORE, in consideration of the promises and mutual covenants and agreements herein contained and intending to be legally bound hereby, the Parties hereby agree as follows:

1. Amendment to Section 4. Sections 4(e) and (f) shall be replaced in their entirety by the language set forth below:

“(e)     Change in Control. Executive’s employment may be terminated within twenty-four (24) months following a Change in Control Date by the Company without Cause or by Executive for Good Reason.

(f) Obligations of the Company Upon Termination.

(i)     Death; Disability; For Cause; Resignation without Good Reason. If Executive's employment is terminated by reason of Executive's Death or Disability or by the Company for Cause or Executive resigns without Good Reason, this Agreement shall terminate without further obligations to Executive or her legal representatives under this Agreement, other than for (A) payment of the sum of (1) Executive's Annual Base Salary through the date of termination to the extent not theretofore paid and (2) reimbursement for any unreimbursed business expenses incurred through the date of termination which shall be paid in a lump sum in cash within 30 days of the effective date of termination or such earlier date as may be required by law; (B) any payments, benefits or fringe benefits to which Executive shall be entitled under the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant or this Agreement, which shall be paid at such times and in such forms as provided for by such plan, program or grant or such earlier date as may be required by law; and (C) any Annual Bonus earned but unpaid with respect to the fiscal year ending on or preceding the date of termination, which shall be paid in a lump sum in cash when such Annual Bonus payment is regularly paid to similarly situated executives (the payments and benefits described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”).

(ii)     By the Company without Cause or by Executive for Good Reason. If, prior to the expiration of the stated term of this Agreement, the Company terminates Executive's employment without Cause or Executive terminates her employment for Good Reason, this Agreement shall terminate without further obligations to Executive other than:

(A) payment of the Accrued Obligations as described in Section 4(f)(i); and

(B) payment of the equivalent of twelve (12) months of Executive's Annual Base Salary as in effect immediately prior to the date of termination which shall be paid in a lump sum in cash within 60 days of the effective date of termination, subject to standard withholdings and other authorized deductions;

provided, however, that as a condition precedent to receiving the payments and benefits provided for in this Section 4(f)(ii) (other than payment of the Accrued Obligations), Executive shall first execute and deliver to the Company and RRI a general release agreement in a form that is satisfactory to the Company and RRI, and all rights of Executive thereunder or under applicable law to rescind or revoke the release shall have expired no later than the date specified in such release, which shall either be 28 days or 52 days, dependent upon the circumstances, after the date of termination. If Executive

fails to timely execute the release, all payments and benefits set forth in this Section 4(f)(ii) (other than the payment of the Accrued Obligations) shall be forfeited.

Notwithstanding any other provision contained in this Agreement, if Section 4(f)(iii) applies to Executive, this Section 4(f)(ii) shall not also apply.

(iii)     Change in Control. If, within 24 months following a Change in Control Date, the Company terminates Executive's employment without Cause or Executive terminates her employment for Good Reason, this Agreement shall terminate without further obligations to Executive other than:

(A) payment of the Accrued Obligations as described in Section 4(f)(i) except that the Accrued Obligations described in clause (A) of Section 4(f)(i) shall be paid in a lump sum in cash within 10 days of the effective date of termination;

(B) payment of the equivalent of twelve (12) months of Executive's Annual Base Salary as in effect immediately prior to the date of termination which shall be paid in a lump sum in cash within 10 days of the effective date of termination, subject to standard withholdings and other authorized deductions;

(C) payment of the higher of Executive’s target or actual Annual Bonus amount earned for performance during the fiscal year in which the Change in Control Date occurs which shall be paid in a lump sum in cash when such Annual Bonus payment is regularly paid to similarly situated executives;

(D) upon surrender by Executive within ninety (90) days after the termination of Executive’s employment (which surrender shall be at the sole option of Executive) of her outstanding options to purchase common shares of the Company (“Common Shares”) granted to Executive by the Company (the “Outstanding Options”), payment of an amount in respect of each Outstanding Option (whether vested or not) equal to the difference between the exercise price of such Outstanding Option and the fair market value of the Common Shares at the time of such termination (but not less than the closing price for the Common Shares on NASDAQ, or such other national stock exchange on which such shares may be listed, on the last trading day such shares traded prior to the date of surrender) which shall be paid in a lump sum in cash within 10 days of such surrender; and

(E)     upon Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, the Company shall pay to Executive in a lump sum in cash within 30 days after such election an amount equal to the product of (x) the portion of premiums of Executive’s group health insurance, including coverage for Executive’s eligible dependents, that the Company paid immediately prior to her date of termination and (y) twelve;

provided, however, that as a condition precedent to receiving the payments and benefits provided for in this Section 4(f)(iii) (other than payment of the Accrued Obligations), Executive shall first execute and deliver to the Company and RRI a general release agreement in a form that is satisfactory to the Company and RRI, and all rights of Executive thereunder or under applicable law to rescind or revoke the release shall have expired no later than the date specified in such release, which shall either be 28 days or 52 days, dependent upon the circumstances, after the date of termination. If Executive fails to timely execute the release, all payments and benefits set forth in this Section 4(f)(iii) (other than the payment of the Accrued Obligations) shall be forfeited. ·

(iv)     Exclusive Remedy. Executive agrees that the payments contemplated by this Section 4(f) shall constitute the exclusive and sole remedy for any termination of her employment, and Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of employment; provided. however, that nothing contained in this Section 4(f)(iv) shall prevent Executive from otherwise challenging in a subsequent arbitration proceeding a determination by the Company that it was entitled to terminate Executive's employment hereunder for Cause.

(v)     Termination of Payments. Anything in this Agreement to the contrary notwithstanding, the Company shall have the right to terminate all payments and benefits owing to Executive pursuant to this Section 4(f) upon the Company's discovery of any breach by Executive of her obligations under the general release or Sections 5, 6, 7 and 8 of this Agreement.”

2. Amendment to Section 13. The terms “Board,” “Change in Control Date,” “Person,” and “Subsidiary” shall be added to Section 13 and the term “Change in Control Event” shall be replaced with the term “Change in Control”, each, by the language set forth below:

““Board” means the Board of Directors of the Company.

“Change in Control” means:

(i)     The acquisition by any Person of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50% of either (1) the then-outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (2) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that, for purposes of this definition, the following acquisitions shall not constitute a Change in Control; (A) any acquisition directly from the Company, (B) any acquisition by the Company, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any affiliate of the Company or a successor, or (D) any acquisition by any entity pursuant to a transaction that complies with subsections (iii)(A), (B) and (C) below;

(ii)     A majority of the individuals who serve on the Board as of the date hereof (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least two-thirds of the directors then comprising the Incumbent Board (including for these purposes, the new members whose election or nomination was so approved, without counting the member and his predecessor twice) shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board;

(iii)     Consummation of a reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving the Company or any of its Subsidiaries, a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or stock of another entity by the Company or any of its Subsidiaries (each, a “Business Combination”), in each case unless, following such Business Combination, (A) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets directly or through one or more Subsidiaries (a “Parent”)) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding any entity resulting from such Business Combination or a Parent or any employee benefit plan (or related trust) of the Company or such entity resulting from such Business Combination or Parent) beneficially owns, directly or indirectly, more than 50% of, respectively, the then-outstanding shares of common stock of the entity resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such entity, except to the extent that the ownership of more than 50% existed prior to the Business Combination, and (C) at least a majority of the members of

the board of directors or trustees of the entity resulting from such Business Combination or a Parent were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or

(iv)     Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company other than in the context of a transaction that does not constitute a Change in Control under clause (iii) above.

“Change in Control Date” shall mean any date during the term of this Agreement on which a Change in Control occurs. Anything in this Agreement to the contrary notwithstanding, if Executive’s employment or status as an officer with the Company is terminated within six (6) months before the date on which a Change in Control occurs, and it is reasonably demonstrated that such termination (i) was at the request of a third party who has taken steps reasonably calculated or intended to effect a Change in Control or (ii) otherwise arose in connection with or anticipation of a Change in Control, then for all purposes of this Agreement the “Change in Control Date” shall mean the date immediately before the date of such termination.

“Person” means any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended.

“Subsidiary” means a company 50 percent or more of the voting securities of which are owned, directly or indirectly, by the Company.”

3. No Other Changes. Except as modified or supplemented by this Amendment, the Employment Agreement remains unmodified and in full force and effect.

4. Miscellaneous.

(a)     Governing Law. This Amendment and the legal relations hereby created between the parties hereto shall be governed by and construed under and in accordance with the internal laws of the State of Colorado, without regard to conflicts of laws principles thereof. Each Party shall submit to the venue and personal jurisdiction of the Colorado state and federal courts concerning any dispute arising from or relating to this Amendment; provided, however, the Company is not limited in seeking relief in those courts.

(b)     Binding Effect. This Amendment is intended to bind and inure to the benefit of and be enforceable by Executive, the Company and their respective heirs, successors and assigns, except that Executive may not assign her rights or delegate her obligations hereunder without the prior written consent of the Company.

(c) Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

(d)     Savings Clause. If any provision of this Amendment or the application thereof is held invalid, the invalidity shall not affect other provisions or applications of this Amendment or the Employment Agreement which can be given effect without the invalid provisions or applications and to this end the provisions of this Amendment and the Employment Agreement are declared to be severable.

[Signature page follows.]

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to the Employment Agreement to be executed as of the date first above written.

RED ROBIN GOURMET BURGERS, INC.

By:     /s/ Denny Marie Post___________________

Denny Marie Post

President

EXECUTIVE:

_/s/ Carin Stutz___________________________

Carin Stutz

EX-10.4

AMENDMENT TO EMPLOYMENT AGREEMENT

(Michael L. Kaplan)

This Amendment to Employment Agreement (this “Amendment”) is effective as of July 25, 2017, by and between Red Robin Gourmet Burgers, Inc., and Delaware Corporation (the “Company”) and Michael L. Kaplan (the “Executive”). Reference is made to that certain Employment Agreement by and between the Company and Executive effective as of October 1, 2013 (the “Employment Agreement”). All capitalized terms not defined herein shall have the meaning assigned to such terms in the Employment Agreement. The Company and Executive are referred to in this Amendment collectively as the “Parties.”

WHEREAS, the Parties desire to amend certain terms of the Employment Agreement as set forth below.

NOW, THEREFORE, in consideration of the promises and mutual covenants and agreements herein contained and intending to be legally bound hereby, the Parties hereby agree as follows:

1. Amendment to Section 4. Sections 4(e) and (f) shall be replaced in their entirety by the language set forth below:

“(e)     Change in Control. Executive’s employment may be terminated within twenty-four (24) months following a Change in Control Date by the Company without Cause or by Executive for Good Reason.

(f) Obligations of the Company Upon Termination.

(i)     Death; Disability; For Cause; Resignation without Good Reason. If Executive's employment is terminated by reason of Executive's Death or Disability or by the Company for Cause or Executive resigns without Good Reason, this Agreement shall terminate without further obligations to Executive or his legal representatives under this Agreement, other than for (A) payment of the sum of (1) Executive's Annual Base Salary through the date of termination to the extent not theretofore paid and (2) reimbursement for any unreimbursed business expenses incurred through the date of termination which shall be paid in a lump sum in cash within 30 days of the effective date of termination or such earlier date as may be required by law; (B) any payments, benefits or fringe benefits to which Executive shall be entitled under the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant or this Agreement, which shall be paid at such times and in such forms as provided for by such plan, program or grant or such earlier date as may be required by law; and (C) any Annual Bonus earned but unpaid with respect to the fiscal year ending on or preceding the date of termination, which shall be paid in a lump sum in cash when such Annual Bonus payment is regularly paid to similarly situated executives (the payments and benefits described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”).

(ii)     By the Company without Cause or by Executive for Good Reason. If, prior to the expiration of the stated term of this Agreement, the Company terminates Executive's employment without Cause or Executive terminates his employment for Good Reason, this Agreement shall terminate without further obligations to Executive other than:

(A) payment of the Accrued Obligations as described in Section 4(f)(i);

(B) payment of the equivalent of twelve (12) months of Executive's Annual Base Salary as in effect immediately prior to the date of termination which shall be paid in a lump sum in cash within 60 days of the effective date of termination, subject to standard withholdings and other authorized deductions; and

(C) payment of Executive’s target Annual Bonus for the fiscal year in which the date of termination occurred, which shall be paid in a lump sum in cash when such Annual Bonus payment is regularly paid to similarly situated executives;

provided, however, that as a condition precedent to receiving the payments and benefits provided for in this Section 4(f)(ii) (other than payment of the Accrued Obligations), Executive shall first execute

and deliver to the Company and RRI a general release agreement in a form that is satisfactory to the Company and RRI, and all rights of Executive thereunder or under applicable law to rescind or revoke the release shall have expired no later than the date specified in such release, which shall either be 28 days or 52 days, dependent upon the circumstances, after the date of termination. If Executive fails to timely execute the release, all payments and benefits set forth in this Section 4(f)(ii) (other than the payment of the Accrued Obligations) shall be forfeited.

Notwithstanding any other provision contained in this Agreement, if Section 4(f)(iii) applies to Executive, this Section 4(f)(ii) shall not also apply.

(iii)     Change in Control. If, within 24 months following a Change in Control Date, the Company terminates Executive's employment without Cause or Executive terminates his employment for Good Reason, this Agreement shall terminate without further obligations to Executive other than:

(A) payment of the Accrued Obligations as described in Section 4(f)(i) except that the Accrued Obligations described in clause (A) of Section 4(f)(i) shall be paid in a lump sum in cash within 10 days of the effective date of termination;

(B) payment of the equivalent of twelve (12) months of Executive's Annual Base Salary as in effect immediately prior to the date of termination which shall be paid in a lump sum in cash within 10 days of the effective date of termination, subject to standard withholdings and other authorized deductions;

(C) payment of the higher of Executive’s target or actual Annual Bonus amount earned for performance during the fiscal year in which the Change in Control Date occurs which shall be paid in a lump sum in cash when such Annual Bonus payment is regularly paid to similarly situated executives;

(D) upon surrender by Executive within ninety (90) days after the termination of Executive’s employment (which surrender shall be at the sole option of Executive) of his outstanding options to purchase common shares of the Company (“Common Shares”) granted to Executive by the Company (the “Outstanding Options”), payment of an amount in respect of each Outstanding Option (whether vested or not) equal to the difference between the exercise price of such Outstanding Option and the fair market value of the Common Shares at the time of such termination (but not less than the closing price for the Common Shares on NASDAQ, or such other national stock exchange on which such shares may be listed, on the last trading day such shares traded prior to the date of surrender) which shall be paid in a lump sum in cash within 10 days of such surrender; and

(E)     upon Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, the Company shall pay to Executive in a lump sum in cash within 30 days after such election an amount equal to the product of (x) the portion of premiums of Executive’s group health insurance, including coverage for Executive’s eligible dependents, that the Company paid immediately prior to his date of termination and (y) twelve;

provided, however, that as a condition precedent to receiving the payments and benefits provided for in this Section 4(f)(iii) (other than payment of the Accrued Obligations), Executive shall first execute and deliver to the Company and RRI a general release agreement in a form that is satisfactory to the Company and RRI, and all rights of Executive thereunder or under applicable law to rescind or revoke the release shall have expired no later than the date specified in such release, which shall either be 28 days or 52 days, dependent upon the circumstances, after the date of termination. If Executive fails to timely execute the release, all payments and benefits set forth in this Section 4(f)(iii) (other than the payment of the Accrued Obligations) shall be forfeited. ·

(iv)     Exclusive Remedy. Executive agrees that the payments contemplated by this Section 4(f) shall constitute the exclusive and sole remedy for any termination of his employment, and Executive covenants

not to assert or pursue any other remedies, at law or in equity, with respect to any termination of employment; provided. however, that nothing contained in this Section 4(f)(iv) shall prevent Executive from otherwise challenging in a subsequent arbitration proceeding a determination by the Company that it was entitled to terminate Executive's employment hereunder for Cause.

(v)     Termination of Payments. Anything in this Agreement to the contrary notwithstanding, the Company shall have the right to terminate all payments and benefits owing to Executive pursuant to this Section 4(f) upon the Company's discovery of any breach by Executive of his obligations under the general release or Sections 5, 6, 7 and 8 of this Agreement.”

2. Amendment to Section 13. The terms “Board,” “Change in Control Date,” “Person,” and “Subsidiary” shall be added to Section 13 and the term “Change in Control Event” shall be replaced with the term “Change in Control”, each, by the language set forth below:

““Board” means the Board of Directors of the Company.

“Change in Control” means:

(i)     The acquisition by any Person of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50% of either (1) the then-outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (2) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that, for purposes of this definition, the following acquisitions shall not constitute a Change in Control; (A) any acquisition directly from the Company, (B) any acquisition by the Company, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any affiliate of the Company or a successor, or (D) any acquisition by any entity pursuant to a transaction that complies with subsections (iii)(A), (B) and (C) below;

(ii)     A majority of the individuals who serve on the Board as of the date hereof (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least two-thirds of the directors then comprising the Incumbent Board (including for these purposes, the new members whose election or nomination was so approved, without counting the member and his predecessor twice) shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board;

(iii)     Consummation of a reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving the Company or any of its Subsidiaries, a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or stock of another entity by the Company or any of its Subsidiaries (each, a “Business Combination”), in each case unless, following such Business Combination, (A) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets directly or through one or more Subsidiaries (a “Parent”)) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding any entity resulting from such Business Combination or a Parent or any employee benefit plan (or related trust) of the Company or such entity resulting from such Business Combination or Parent) beneficially owns, directly or indirectly, more than 50% of, respectively, the then-

outstanding shares of common stock of the entity resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such entity, except to the extent that the ownership of more than 50% existed prior to the Business Combination, and (C) at least a majority of the members of the board of directors or trustees of the entity resulting from such Business Combination or a Parent were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or

(iv)     Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company other than in the context of a transaction that does not constitute a Change in Control under clause (iii) above.

“Change in Control Date” shall mean any date during the term of this Agreement on which a Change in Control occurs. Anything in this Agreement to the contrary notwithstanding, if Executive’s employment or status as an officer with the Company is terminated within six (6) months before the date on which a Change in Control occurs, and it is reasonably demonstrated that such termination (i) was at the request of a third party who has taken steps reasonably calculated or intended to effect a Change in Control or (ii) otherwise arose in connection with or anticipation of a Change in Control, then for all purposes of this Agreement the “Change in Control Date” shall mean the date immediately before the date of such termination.

“Person” means any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended.

“Subsidiary” means a company 50 percent or more of the voting securities of which are owned, directly or indirectly, by the Company.”

3. No Other Changes. Except as modified or supplemented by this Amendment, the Employment Agreement remains unmodified and in full force and effect.

4. Miscellaneous.

(a)     Governing Law. This Amendment and the legal relations hereby created between the parties hereto shall be governed by and construed under and in accordance with the internal laws of the State of Colorado, without regard to conflicts of laws principles thereof. Each Party shall submit to the venue and personal jurisdiction of the Colorado state and federal courts concerning any dispute arising from or relating to this Amendment; provided, however, the Company is not limited in seeking relief in those courts.

(b) Binding Effect. This Amendment is intended to bind and inure to the benefit of and be enforceable by Executive, the Company and their respective heirs, successors and assigns, except that Executive may not assign his rights or delegate his obligations hereunder without the prior written consent of the Company.

(c)     Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

(d)     Savings Clause. If any provision of this Amendment or the application thereof is held invalid, the invalidity shall not affect other provisions or applications of this Amendment or the Employment Agreement which can be given effect without the invalid provisions or applications and to this end the provisions of this Amendment and the Employment Agreement are declared to be severable.

[Signature page follows.]

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to the Employment Agreement to be executed as of the date first above written.

RED ROBIN GOURMET BURGERS, INC.

By:     /s/ Denny Marie Post_____________________

Denny Marie Post

Chief Executive Officer and President

EXECUTIVE:

_/s/ Michael L. Kaplan_______________________

Michael L. Kaplan

EX-10.5

SECOND AMENDMENT TO AMENDED EMPLOYMENT AGREEMENT

(Jonathan A. Muhtar)

This Second Amendment to Amended Employment Agreement (this “Second Amendment”) is effective as of July 25, 2017, by and between Red Robin Gourmet Burgers, Inc., and Delaware Corporation (the “Company”) and Jonathan A. Muhtar (the “Executive”). Reference is made to that certain Employment Agreement by and between the Company and Executive effective as of December 14, 2015 and that certain Amendment to the Employment Agreement by and between the Company and Executive effective as of March 31, 2016 (collectively, hereinafter referred to as the “AmendedEmployment Agreement”). All capitalized terms not defined herein shall have the meaning assigned to such terms in the Amended Employment Agreement. The Company and Executive are referred to in this Amendment collectively as the “Parties.”

WHEREAS, the Parties desire to amend certain terms of the Amended Employment Agreement as set forth below.

NOW, THEREFORE, in consideration of the promises and mutual covenants and agreements herein contained and intending to be legally bound hereby, the Parties hereby agree as follows:

1. Amendment to Section 4. Sections 4(e) and (f) shall be replaced in their entirety by the language set forth below:

“(e)     Change in Control. Executive’s employment may be terminated within twenty-four (24) months following a Change in Control Date by the Company without Cause or by Executive for Good Reason.

(f) Obligations of the Company Upon Termination.

(i)     Death; Disability; For Cause; Resignation without Good Reason. If Executive's employment is terminated by reason of Executive's Death or Disability or by the Company for Cause or Executive resigns without Good Reason, this Agreement shall terminate without further obligations to Executive or his legal representatives under this Agreement, other than for (A) payment of the sum of (1) Executive's Annual Base Salary through the date of termination to the extent not theretofore paid and (2) reimbursement for any unreimbursed business expenses incurred through the date of termination which shall be paid in a lump sum in cash within 30 days of the effective date of termination or such earlier date as may be required by law; (B) any payments, benefits or fringe benefits to which Executive shall be entitled under the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant or this Agreement, which shall be paid at such times and in such forms as provided for by such plan, program or grant or such earlier date as may be required by law; and (C) any Annual Bonus earned but unpaid with respect to the fiscal year ending on or preceding the date of termination, which shall be paid in a lump sum in cash when such Annual Bonus payment is regularly paid to similarly situated executives (the payments and benefits described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”).

(ii)     By the Company without Cause or by Executive for Good Reason. If, prior to the expiration of the stated term of this Agreement, the Company terminates Executive's employment without Cause or Executive terminates his employment for Good Reason, this Agreement shall terminate without further obligations to Executive other than:

(A) payment of the Accrued Obligations as described in Section 4(f)(i); and

(B) payment of the equivalent of twelve (12) months of Executive's Annual Base Salary as in effect immediately prior to the date of termination which shall be paid in a lump sum in cash within 60 days of the effective date of termination, subject to standard withholdings and other authorized deductions;

provided, however, that as a condition precedent to receiving the payments and benefits provided for in this Section 4(f)(ii) (other than payment of the Accrued Obligations), Executive shall first execute

and deliver to the Company and RRI a general release agreement in a form that is satisfactory to the Company and RRI, and all rights of Executive thereunder or under applicable law to rescind or revoke the release shall have expired no later than the date specified in such release, which shall either be 28 days or 52 days, dependent upon the circumstances, after the date of termination. If Executive fails to timely execute the release, all payments and benefits set forth in this Section 4(f)(ii) (other than the payment of the Accrued Obligations) shall be forfeited.

Notwithstanding any other provision contained in this Agreement, if Section 4(f)(iii) applies to Executive, this Section 4(f)(ii) shall not also apply.

(iii)     Change in Control. If, within 24 months following a Change in Control Date, the Company terminates Executive's employment without Cause or Executive terminates his employment for Good Reason, this Agreement shall terminate without further obligations to Executive other than:

(A) payment of the Accrued Obligations as described in Section 4(f)(i) except that the Accrued Obligations described in clause (A) of Section 4(f)(i) shall be paid in a lump sum in cash within 10 days of the effective date of termination;

(B) payment of the equivalent of twelve (12) months of Executive's Annual Base Salary as in effect immediately prior to the date of termination which shall be paid in a lump sum in cash within 10 days of the effective date of termination, subject to standard withholdings and other authorized deductions;

(C) payment of the higher of Executive’s target or actual Annual Bonus amount earned for performance during the fiscal year in which the Change in Control Date occurs which shall be paid in a lump sum in cash when such Annual Bonus payment is regularly paid to similarly situated executives;

(D) upon surrender by Executive within ninety (90) days after the termination of Executive’s employment (which surrender shall be at the sole option of Executive) of his outstanding options to purchase common shares of the Company (“Common Shares”) granted to Executive by the Company (the “Outstanding Options”), payment of an amount in respect of each Outstanding Option (whether vested or not) equal to the difference between the exercise price of such Outstanding Option and the fair market value of the Common Shares at the time of such termination (but not less than the closing price for the Common Shares on NASDAQ, or such other national stock exchange on which such shares may be listed, on the last trading day such shares traded prior to the date of surrender) which shall be paid in a lump sum in cash within 10 days of such surrender; and

(E) upon Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, the Company shall pay to Executive in a lump sum in cash within 30 days after such election an amount equal to the product of (x) the portion of premiums of Executive’s group health insurance, including coverage for Executive’s eligible dependents, that the Company paid immediately prior to his date of termination and (y) twelve;

provided, however, that as a condition precedent to receiving the payments and benefits provided for in this Section 4(f)(iii) (other than payment of the Accrued Obligations), Executive shall first execute and deliver to the Company and RRI a general release agreement in a form that is satisfactory to the Company and RRI, and all rights of Executive thereunder or under applicable law to rescind or revoke the release shall have expired no later than the date specified in such release, which shall either be 28 days or 52 days, dependent upon the circumstances, after the date of termination. If Executive fails to timely execute the release, all payments and benefits set forth in this Section 4(f)(iii) (other than the payment of the Accrued Obligations) shall be forfeited. ·

(iv)     Exclusive Remedy. Executive agrees that the payments contemplated by this Section 4(f) shall constitute the exclusive and sole remedy for any termination of his employment, and Executive covenants not

to assert or pursue any other remedies, at law or in equity, with respect to any termination of employment; provided. however, that nothing contained in this Section 4(f)(iv) shall prevent Executive from otherwise challenging in a subsequent arbitration proceeding a determination by the Company that it was entitled to terminate Executive's employment hereunder for Cause.

(v)     Termination of Payments. Anything in this Agreement to the contrary notwithstanding, the Company shall have the right to terminate all payments and benefits owing to Executive pursuant to this Section 4(f) upon the Company's discovery of any breach by Executive of his obligations under the general release or Sections 5, 6, 7 and 8 of this Agreement.”

2. Amendment to Section 13. The terms “Board,” “Change in Control Date,” “Person,” and “Subsidiary” shall be added to Section 13 and the term “Change in Control Event” shall be replaced with the term “Change in Control,” each, by the language set forth below:

““Board” means the Board of Directors of the Company.

“Change in Control” means:

(i)     The acquisition by any Person of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50% of either (1) the then-outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (2) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that, for purposes of this definition, the following acquisitions shall not constitute a Change in Control; (A) any acquisition directly from the Company, (B) any acquisition by the Company, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any affiliate of the Company or a successor, or (D) any acquisition by any entity pursuant to a transaction that complies with subsections (iii)(A), (B) and (C) below;

(ii)     A majority of the individuals who serve on the Board as of the date hereof (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least two-thirds of the directors then comprising the Incumbent Board (including for these purposes, the new members whose election or nomination was so approved, without counting the member and his predecessor twice) shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board;

(iii)     Consummation of a reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving the Company or any of its Subsidiaries, a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or stock of another entity by the Company or any of its Subsidiaries (each, a “Business Combination”), in each case unless, following such Business Combination, (A) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets directly or through one or more Subsidiaries (a “Parent”)) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding any entity resulting from such Business Combination or a Parent or any employee benefit plan (or related trust) of the Company or such entity resulting from such Business Combination or Parent) beneficially owns, directly or indirectly, more than 50% of, respectively, the then-

outstanding shares of common stock of the entity resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such entity, except to the extent that the ownership of more than 50% existed prior to the Business Combination, and (C) at least a majority of the members of the board of directors or trustees of the entity resulting from such Business Combination or a Parent were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or

(iv) Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company other than in the context of a transaction that does not constitute a Change in Control under clause (iii) above.

“Change in Control Date” shall mean any date during the term of this Agreement on which a Change in Control occurs. Anything in this Agreement to the contrary notwithstanding, if Executive’s employment or status as an officer with the Company is terminated within six (6) months before the date on which a Change in Control occurs, and it is reasonably demonstrated that such termination (i) was at the request of a third party who has taken steps reasonably calculated or intended to effect a Change in Control or (ii) otherwise arose in connection with or anticipation of a Change in Control, then for all purposes of this Agreement the “Change in Control Date” shall mean the date immediately before the date of such termination.

“Person” means any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended.

“Subsidiary” means a company 50 percent or more of the voting securities of which are owned, directly or indirectly, by the Company.”

3. No Other Changes. Except as modified or supplemented by this Amendment, the Employment Agreement remains unmodified and in full force and effect.

4. Miscellaneous.

(a)     Governing Law. This Second Amendment and the legal relations hereby created between the parties hereto shall be governed by and construed under and in accordance with the internal laws of the State of Colorado, without regard to conflicts of laws principles thereof. Each Party shall submit to the venue and personal jurisdiction of the Colorado state and federal courts concerning any dispute arising from or relating to this Second Amendment; provided, however, the Company is not limited in seeking relief in those courts.

(b)     Binding Effect. This Second Amendment is intended to bind and inure to the benefit of and be enforceable by Executive, the Company and their respective heirs, successors and assigns, except that Executive may not assign his rights or delegate his obligations hereunder without the prior written consent of the Company.

(c)     Counterparts. This Second Amendment may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

(d)     Savings Clause. If any provision of this Second Amendment or the application thereof is held invalid, the invalidity shall not affect other provisions or applications of this Second Amendment or the Amended Employment Agreement which can be given effect without the invalid provisions or applications and to this end the provisions of this Second Amendment and the Amended Employment Agreement are declared to be severable.

[Signature page follows.]

IN WITNESS WHEREOF, the Parties hereto have caused this Second Amendment to the Amended Employment Agreement to be executed as of the date first above written.

RED ROBIN GOURMET BURGERS, INC.

By:     /s/ Denny Marie Post_______________________

Denny Marie Post

President

EXECUTIVE:

/s/ Jonathan A. Muhtar_______________________

Jonathan A. Muhtar

EX-31.1

Exhibit 31.1

CEO CERTIFICATION

I, Denny Marie Post, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Red Robin Gourmet Burgers, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

August 9, 2017	/s/ Denny Marie Post
(Date)	Denny Marie Post Chief Executive Officer

EX-31.2

Exhibit 31.2

CFO CERTIFICATION

I, Guy J. Constant, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Red Robin Gourmet Burgers, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

August 9, 2017	/s/ Guy J. Constant
(Date)	Guy J. Constant Chief Financial Officer

EX-32.1

Exhibit 32.1

Written Statement

Pursuant To

18 U.S.C. Section 1350

In connection with the Quarterly Report of Red Robin Gourmet Burgers, Inc. (the “Company”) on Form 10-Q for the period ended July 9, 2017, as filed with the Securities and Exchange Commission on August 9, 2017 (the “Report”), the undersigned, Denny Marie Post, Chief Executive Officer, and Guy J. Constant, Chief Financial Officer, of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that;

(a) the Quarterly Report on Form 10-Q for the period ended July 9, 2017 of the Company (the “Periodic Report”) fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and

(b) the information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated:	August 9, 2017	/s/ Denny Marie Post
		Denny Marie Post Chief Executive Officer
Dated:	August 9, 2017	/s/ Guy J. Constant
		Guy J. Constant Chief Financial Officer

A signed original of this written statement required by Section 906 has been provided to Red Robin Gourmet Burgers, Inc. and will be retained by Red Robin Gourmet Burgers, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

The foregoing certification is being furnished to the Securities and Exchange Commission pursuant to 18 U.S.C. Section 1350. It is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

XML

Document and Entity Information - shares	6 Months Ended
	Jul. 09, 2017	Aug. 08, 2017
Document and Entity Information
Entity Registrant Name	RED ROBIN GOURMET BURGERS INC
Entity Central Index Key	0001171759
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Document Type	10-Q
Document Period End Date	Jul. 09, 2017
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	Q2
Amendment Flag	false
Entity Common Stock, Shares Outstanding		12,927,785

XML

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jul. 09, 2017	Dec. 25, 2016
Current assets:
Cash and cash equivalents	$ 20,179	$ 11,732
Accounts receivable, net	12,929	24,166
Inventories	29,547	29,899
Prepaid expenses and other current assets	22,859	27,049
Total current assets	85,514	92,846
Property and equipment, net	651,166	656,439
Goodwill	96,617	95,935
Intangible assets, net	40,670	42,270
Other assets, net	29,209	31,055
Total assets	903,176	918,545
Current liabilities:
Trade accounts payable	19,784	13,740
Construction related payables	14,709	12,862
Accrued payroll and payroll-related liabilities	41,261	34,703
Unearned revenue	38,873	50,199
Accrued liabilities and other	41,912	29,505
Total current liabilities	156,539	141,009
Deferred rent	73,699	72,431
Long-term debt	280,125	336,375
Long-term portion of capital lease obligations	10,461	10,805
Other non-current liabilities	10,075	9,872
Total liabilities	530,899	570,492
Stockholders’ equity:
Common stock, $0.001 par value: 45,000 shares authorized; 17,851 and 17,851 shares issued; 12,934 and 12,828 shares outstanding	18	18
Preferred stock, $0.001 par value: 3,000 shares authorized; no shares issued and outstanding	0	0
Treasury stock 4,917 and 5,023 shares, at cost	(203,330)	(207,720)
Paid-in capital	208,391	208,022
Accumulated other comprehensive loss, net of tax	(4,041)	(5,008)
Retained earnings	371,239	352,741
Total stockholders’ equity	372,277	348,053
Total liabilities and stockholders’ equity	$ 903,176	$ 918,545

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Jul. 09, 2017	Dec. 25, 2016
Statement of Financial Position [Abstract]
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	45,000,000	45,000,000
Common stock, shares issued	17,851,000	17,851,000
Common stock, shares outstanding	12,934,000	12,828,000
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	3,000,000	3,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Treasury stock, shares	4,917,000	5,023,000

XML

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 09, 2017	Jul. 10, 2016	Jul. 09, 2017	Jul. 10, 2016
Revenues:
Restaurant revenue	$ 312,351	$ 302,117	$ 725,802	$ 698,887
Franchise royalties, fees, and other revenues	3,420	3,432	8,526	8,788
Total revenues	315,771	305,549	734,328	707,675
Restaurant operating costs (excluding depreciation and amortization shown separately below):
Cost of sales	73,903	70,831	168,510	163,156
Labor	108,422	102,847	253,941	235,831
Other operating	42,712	40,275	97,392	89,983
Occupancy	25,140	24,905	58,259	57,403
Depreciation and amortization	21,173	19,159	49,217	43,110
Selling, general, and administrative expenses	32,094	31,019	75,369	74,407
Pre-opening and acquisition costs	1,377	2,238	3,232	4,610
Other charges	1,584	3,860	1,584	8,585
Total costs and expenses	306,405	295,134	707,504	677,085
Income from operations	9,366	10,415	26,824	30,590
Other expense:
Interest expense, net and other	2,453	1,486	5,437	3,124
Income before income taxes	6,913	8,929	21,387	27,466
Provision (benefit) for income taxes	(18)	1,377	2,889	5,689
Net income	$ 6,931	$ 7,552	$ 18,498	$ 21,777
Earnings per share:
Basic (in dollars per share)	$ 0.54	$ 0.56	$ 1.44	$ 1.60
Diluted (in dollars per share)	$ 0.53	$ 0.55	$ 1.43	$ 1.59
Weighted average shares outstanding:
Basic (in shares)	12,896	13,511	12,872	13,582
Diluted (in shares)	13,008	13,644	12,971	13,724

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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 09, 2017	Jul. 10, 2016	Jul. 09, 2017	Jul. 10, 2016
Statement of Comprehensive Income [Abstract]
Net income	$ 6,931	$ 7,552	$ 18,498	$ 21,777
Foreign currency translation adjustment	755	(342)	967	1,138
Other comprehensive income (loss), net of tax	755	(342)	967	1,138
Total comprehensive income	$ 7,686	$ 7,210	$ 19,465	$ 22,915

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	6 Months Ended
	Jul. 09, 2017	Jul. 10, 2016
Cash flows from operating activities:
Net income	$ 18,498	$ 21,777
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	49,217	43,110
Other charges - asset impairment	1,584	4,685
Stock-based compensation expense	2,487	3,079
Other, net	(139)	(1,619)
Changes in operating assets and liabilities, net of business acquisition:
Accounts receivable and other current assets	16,331	11,923
Trade accounts payable and accrued liabilities	23,039	(3,240)
Unearned revenue	(9,280)	(13,206)
Other operating assets and liabilities, net	2,988	546
Net cash provided by operating activities	104,725	67,055
Cash flows from investing activities:
Purchases of property, equipment, and intangible assets	(41,847)	(96,175)
Acquisition of franchise restaurants, net of cash acquired	0	(39,977)
Proceeds from sales of real estate and property, plant, and equipment and other investing activities	113	1,944
Net cash used in investing activities	(41,734)	(134,208)
Cash flows from financing activities:
Borrowings of long-term debt	85,250	211,500
Payments of long-term debt and capital leases	(141,826)	(121,299)
Purchase of treasury stock	0	(20,000)
Debt issuance costs	(664)	(1,058)
Proceeds from exercise of stock options and employee stock purchase plan and tax benefit from exercise of stock options	2,588	1,066
Net cash (used in) provided by financing activities	(54,652)	70,209
Effect of exchange rate changes on cash	108	181
Net change in cash and cash equivalents	8,447	3,237
Cash and cash equivalents, beginning of period	11,732	22,705
Cash and cash equivalents, end of period	20,179	25,942
Supplemental disclosure of cash flow information
Income taxes paid	2,205	2,231
Interest paid, net of amounts capitalized	5,699	3,057
Change in construction related payables	$ 1,847	$ (2,481)

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Basis of Presentation and Recent Accounting Pronouncements

6 Months Ended

Jul. 09, 2017

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation and Recent Accounting Pronouncements

Basis of Presentation and Recent Accounting Pronouncements

Red Robin Gourmet Burgers, Inc., a Delaware corporation, together with its subsidiaries (“Red Robin” or the “Company”), primarily develops, operates, and franchises full-service restaurants in North America. As of July 9, 2017, the Company owned and operated 472 restaurants located in 39 states and two Canadian provinces. The Company also had 86 franchised full-service restaurants in 15 states as of July 9, 2017. The Company operates its business as one operating and one reportable segment.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include the accounts of Red Robin and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The results of operations for any interim period are not necessarily indicative of results for the full year.

The accompanying condensed consolidated financial statements of Red Robin have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”), including the instructions to Form 10-Q and Article 10 of Regulation S-X. Certain information and footnote disclosures normally included in the Company’s annual consolidated financial statements on Form 10-K have been condensed or omitted. The condensed consolidated balance sheet as of December 25, 2016 has been derived from the audited consolidated financial statements as of that date, but does not include all disclosures required for audited annual financial statements. For further information, please refer to and read these interim condensed consolidated financial statements in conjunction with the Company’s audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 25, 2016, filed with the SEC on February 21, 2017.

The Company’s quarter that ended July 9, 2017 is referred to as second quarter 2017, or the twelve weeks ended July 9, 2017; the first quarter ended April 16, 2017 is referred to as first quarter 2017, or the sixteen weeks ended April 16, 2017; and together, the first and second quarters of 2017 are referred to as the twenty-eight weeks ended July 9, 2017. The quarter ended July 10, 2016 is referred to as second quarter 2016, or the twelve weeks ended July 10, 2016; the first quarter ended April 17, 2016 is referred to as first quarter 2016, or the sixteen weeks ended April 17, 2016; and together, the first and second quarters of 2016 are referred to as the twenty-eight weeks ended July 10, 2016. The Company’s fiscal year 2017 comprises fifty-three weeks and will end on December 31, 2017.

Reclassifications

Certain amounts presented in prior periods have been reclassified to conform with the current period presentation. For the twelve weeks ended July 10, 2016, the Company reclassified impairment charges of $3.9 million from Asset impairment to Other charges on the condensed consolidated statement of operations. For the twenty-eight weeks ended July 10, 2016, the Company reclassified impairment charges of $4.7 million from Asset impairment and litigation contingencies of $3.9 million from Selling, general, and administrative expenses to Other charges on the condensed consolidated statement of operations. Management believes separating these items on the condensed consolidated statement of operations provides more clarity for readers of these financial statements. See Note 4, Other Charges.

Recently Issued Accounting Standards

In February 2016, the Financial Accounting Standards Board (“FASB”) issued new guidance on accounting for leases. This guidance requires the recognition of liabilities for lease obligations and corresponding right-of-use assets on the balance sheet and disclosure of key information about leasing arrangements. This guidance is effective for annual and interim reporting periods beginning after December 15, 2018 using a modified retrospective adoption method. Early adoption is permitted. We are evaluating the full impact this guidance will have on our consolidated financial statements but expect this adoption will result in a significant increase in the assets and liabilities on our consolidated balance sheet.

In May 2014, the FASB issued guidance outlining a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. This guidance requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Additionally, this guidance expands related disclosure requirements. The guidance is effective for reporting periods beginning after December 15, 2017 with early adoption permitted. The new guidance may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. In March 2016, the FASB issued an Accounting Standards Update (“ASU”) that amends the principal versus agent guidance in the new revenue recognition standard. In April 2016, the FASB issued an ASU to clarify the guidance on accounting for licenses or intellectual property and identifying performance obligations in the new revenue recognition standard. In addition, in May 2016, the FASB issued an ASU that clarifies several narrow-scope improvements and practical expedients for adopting the new revenue guidance. We have determined the new revenue recognition standard will not have an impact on our recognition of food and beverage sales from Company-owned restaurants or our recognition of royalty fees from franchisees. The Company will recognize franchise advertising fund contributions as Franchise royalties, fees, and other revenues, with the related advertising fund expenses recognized as Selling, general, and administrative expenses. The Company will adopt this guidance beginning with its fiscal first quarter 2018 and will apply the guidance retrospectively to each prior period presented. Upon adoption of the standard, the Company does not expect the impact of recognizing initial franchise fees over the franchise agreement period or franchise advertising fund contributions as revenues and expenses to have a material effect on our consolidated financial statements.

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Goodwill and Intangible Assets

6 Months Ended

Jul. 09, 2017

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

Goodwill and Intangible Assets

The following table presents goodwill as of July 9, 2017 and December 25, 2016 (in thousands):

Balance, December 25, 2016	$	95,935
Foreign currency translation adjustment	682
Balance, July 9, 2017	$	96,617

The Company recorded no goodwill impairment losses in the period presented in the table above or any prior periods.

The following table presents intangible assets as of July 9, 2017 and December 25, 2016 (in thousands):

	July 9, 2017							December 25, 2016
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Intangible assets subject to amortization:
Franchise rights	$	55,749	$	(29,160	)	$	26,589	$	55,902	$	(27,306	)	$	28,596
Favorable leases	13,931		(7,789		)	6,142		13,931		(7,400		)	6,531
Liquor licenses	10,349		(9,898		)	451		10,253		(9,857		)	396
	$	80,029	$	(46,847	)	$	33,182	$	80,086	$	(44,563	)	$	35,523
Indefinite-lived intangible assets:
Liquor licenses and other	$	7,488	$	—		$	7,488	$	6,747	$	—		$	6,747
Intangible assets, net	$	87,517	$	(46,847	)	$	40,670	$	86,833	$	(44,563	)	$	42,270

There was an immaterial impairment to franchise rights during the twenty-eight weeks ended July 9, 2017 related to two of the restaurants impaired in the second quarter of 2017. There was an immaterial impairment to franchise rights during the twenty-eight weeks ended July 10, 2016 related to one of the restaurants impaired in the second quarter of 2016.

The estimated aggregate future amortization expense as of July 9, 2017 is as follows (in thousands):

Remainder of 2017	$	2,043
2018	4,257
2019	4,210
2020	3,693
2021	3,265
Thereafter	15,714
	$	33,182

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Earnings Per Share

6 Months Ended

Jul. 09, 2017

Earnings Per Share [Abstract]

Earnings Per Share

Earnings Per Share

Basic earnings per share amounts are calculated by dividing net income by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share amounts are calculated based upon the weighted-average number of shares of common stock and potentially dilutive shares of common stock outstanding during the period. Potentially dilutive shares are excluded from the computation in periods in which they have an anti-dilutive effect. Diluted earnings per share reflect the potential dilution that could occur if holders of options exercised their options into common stock.

The Company uses the treasury stock method to calculate the effect of outstanding stock options. Basic weighted average shares outstanding is reconciled to diluted weighted average shares outstanding as follows (in thousands):

	Twelve Weeks Ended		Twenty-eight Weeks Ended
	July 9, 2017	July 10, 2016	July 9, 2017	July 10, 2016
Basic weighted average shares outstanding	12,896	13,511	12,872	13,582
Dilutive effect of stock options and awards	112	133	99	142
Diluted weighted average shares outstanding	13,008	13,644	12,971	13,724
Awards excluded due to anti-dilutive effect on diluted earnings per share	169	248	317	214

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Other Charges

6 Months Ended

Jul. 09, 2017

Other Income and Expenses [Abstract]

Other Charges

Other Charges

Other charges consist of the following (in thousands):

	Twelve Weeks Ended				Twenty-eight Weeks Ended
	July 9, 2017		July 10, 2016		July 9, 2017		July 10, 2016
Asset impairment	$	1,584	$	3,860	$	1,584	$	4,685
Litigation contingencies	—		—		—		3,900
Other charges	$	1,584	$	3,860	$	1,584	$	8,585

During the second quarter of 2017, the Company determined that five Company-owned restaurants, including three restaurants nearing the end of their lease, were impaired and recognized a non-cash impairment charge of $1.6 million. During the second quarter of 2016, the Company determined that six Company-owned restaurants were impaired and recognized a non-cash impairment charge of $3.9 million. The Company recognized the impairment charges resulting from the continuing and projected future results of these restaurants, primarily through projected cash flows. In the first quarter of 2016, the Company relocated one restaurant and recognized a $0.8 million asset impairment charge due to the relocation.

In the first quarter of 2016, the Company recorded $3.9 million of litigation contingencies for employment-related claims.

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Borrowings

6 Months Ended

Jul. 09, 2017

Debt Disclosure [Abstract]

Borrowings

Borrowings

Borrowings as of July 9, 2017 and December 25, 2016 are summarized below (in thousands):

	July 9, 2017			December 25, 2016
Revolving credit facility and other long-term debt	$	280,125		$	336,375
Capital lease obligations	11,138			11,463
Total debt	291,263			347,838
Less: Current portion	(677		)	(658		)
Long-term debt	$	290,586		$	347,180

On June 30, 2016, the Company replaced its existing credit facility (“Previous Credit Facility”) with a new credit facility (the “New Credit Facility”). The New Credit Facility provides for a $400 million revolving line of credit with a sublimit for the issuance of up to $25 million in letters of credit and swingline loans up to $15 million. On April 13, 2017, the Company entered into the first amendment (the “Amendment”) to the New Credit Facility. The Amendment increases the lease adjusted leverage ratio to 5.25x through October 1, 2017 before stepping down to 5.0x through July 15, 2018 and returning to 4.75x thereafter. The Amendment also provides for additional pricing tiers that increase LIBOR spread rates and commitment fees to the extent the Company’s lease adjusted leverage ratio exceeds 4.75x, in addition to revising terms for permitted acquisitions and investments under the New Credit Facility. The Amendment is effective through October 7, 2018 and is cancelable at the Company’s discretion.

The New Credit Facility matures on June 30, 2021. As of July 9, 2017, the Company had outstanding borrowings under the New Credit Facility of $279.3 million, in addition to amounts issued under letters of credit of $7.6 million, which reduced the amount available under the facility but were not recorded as debt. As of December 25, 2016, the Company had outstanding borrowings under the New Credit Facility of $335.5 million, in addition to amounts issued under letters of credit of $8.8 million.

Loan origination costs associated with the New Credit Facility are included as deferred costs in Other assets, net in the accompanying condensed consolidated balance sheets. In the first quarter of 2017, the Company recorded $0.7 million in debt issuance costs related to the Amendment to the New Credit Facility. Unamortized debt issuance costs were $2.7 million and $2.3 million as of July 9, 2017 and December 25, 2016.

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Fair Value Measurements

6 Months Ended

Jul. 09, 2017

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The carrying amounts of the Company’s cash and cash equivalents, accounts receivable, and accounts payable approximate fair value due to the short term nature or maturity of the instruments.

The following tables present the Company’s assets measured at fair value on a recurring basis as of July 9, 2017 and December 25, 2016 (in thousands):

	July 9, 2017		Level 1		Level 2		Level 3
Assets:
Investments in rabbi trust	$	9,157	$	9,157	$	—	$	—
Total assets measured at fair value	$	9,157	$	9,157	$	—	$	—
	December 25, 2016		Level 1		Level 2		Level 3
Assets:
Investments in rabbi trust	$	9,165	$	9,165	$	—	$	—
Total assets measured at fair value	$	9,165	$	9,165	$	—	$	—

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

Assets and liabilities recognized or disclosed at fair value on the consolidated financial statements on a nonrecurring basis include items such as property, plant and equipment, goodwill, and other intangible assets. These assets are measured at fair value if determined to be impaired.

As of July 9, 2017 and December 25, 2016, the Company measured non-financial assets for impairment using continuing and projected future cash flows, as discussed in Note 4, Other Charges, which were based on significant inputs not observable in the market and thus represented a level 3 fair value measurement.

Disclosures of Fair Value of Other Assets and Liabilities

The Company’s liabilities under the New Credit Facility and capital leases are carried at historical cost in the accompanying condensed consolidated balance sheets. For disclosure purposes, the Company estimated the fair value of the New Credit Facility and capital lease obligations using discounted cash flow analysis based on market rates obtained from independent third parties for similar types of debt. Both the New Credit Facility and the Company’s capital lease obligations are considered to be level 2 instruments. The following table presents the carrying value and estimated fair value of the Company’s New Credit Facility and capital lease obligations as of July 9, 2017 and December 25, 2016 (in thousands):

	July 9, 2017				December 25, 2016
	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
Credit facility	$	279,250	$	279,020	$	335,500	$	335,611
Capital lease obligations	11,138		11,806		11,463		12,917
Total	$	290,388	$	290,826	$	346,963	$	348,528

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Commitments and Contingencies

6 Months Ended

Jul. 09, 2017

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

In the normal course of business, there are various claims in process, matters in litigation, and other contingencies. These include employment-related claims and claims alleging illness, injury, or other food quality, health, or operational issues. Evaluating contingencies related to litigation is a complex process involving subjective judgment on the potential outcome of future events, and the ultimate resolution of litigated claims may differ from our current analysis. We review the adequacy of accruals and disclosures pertaining to litigation matters each quarter in consultation with legal counsel, and we assess the probability and range of possible losses associated with contingencies for potential accrual in the consolidated financial statements. While it is not possible to predict the outcome of these claims with certainty, management is of the opinion that adequate provision for potential losses associated with these matters has been made in the financial statements.

As previously disclosed, law enforcement officials have made the Company aware that cyber criminals are actively targeting restaurant companies, including Red Robin. The Company is continuing to investigate whether Red Robin guests have been impacted. The Company’s practice, which has been published in the Privacy Policy on Red Robin’s website, is to share information about security incidents impacting Red Robin guests only when the Company has complete and accurate information.

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Basis of Presentation and Recent Accounting Pronouncements (Policies)

6 Months Ended

Jul. 09, 2017

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include the accounts of Red Robin and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The results of operations for any interim period are not necessarily indicative of results for the full year.

The accompanying condensed consolidated financial statements of Red Robin have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”), including the instructions to Form 10-Q and Article 10 of Regulation S-X. Certain information and footnote disclosures normally included in the Company’s annual consolidated financial statements on Form 10-K have been condensed or omitted. The condensed consolidated balance sheet as of December 25, 2016 has been derived from the audited consolidated financial statements as of that date, but does not include all disclosures required for audited annual financial statements. For further information, please refer to and read these interim condensed consolidated financial statements in conjunction with the Company’s audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 25, 2016, filed with the SEC on February 21, 2017.

The Company’s quarter that ended July 9, 2017 is referred to as second quarter 2017, or the twelve weeks ended July 9, 2017; the first quarter ended April 16, 2017 is referred to as first quarter 2017, or the sixteen weeks ended April 16, 2017; and together, the first and second quarters of 2017 are referred to as the twenty-eight weeks ended July 9, 2017. The quarter ended July 10, 2016 is referred to as second quarter 2016, or the twelve weeks ended July 10, 2016; the first quarter ended April 17, 2016 is referred to as first quarter 2016, or the sixteen weeks ended April 17, 2016; and together, the first and second quarters of 2016 are referred to as the twenty-eight weeks ended July 10, 2016. The Company’s fiscal year 2017 comprises fifty-three weeks and will end on December 31, 2017.

Recently Issued Accounting Standards

Recently Issued Accounting Standards

In February 2016, the Financial Accounting Standards Board (“FASB”) issued new guidance on accounting for leases. This guidance requires the recognition of liabilities for lease obligations and corresponding right-of-use assets on the balance sheet and disclosure of key information about leasing arrangements. This guidance is effective for annual and interim reporting periods beginning after December 15, 2018 using a modified retrospective adoption method. Early adoption is permitted. We are evaluating the full impact this guidance will have on our consolidated financial statements but expect this adoption will result in a significant increase in the assets and liabilities on our consolidated balance sheet.

In May 2014, the FASB issued guidance outlining a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. This guidance requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Additionally, this guidance expands related disclosure requirements. The guidance is effective for reporting periods beginning after December 15, 2017 with early adoption permitted. The new guidance may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. In March 2016, the FASB issued an Accounting Standards Update (“ASU”) that amends the principal versus agent guidance in the new revenue recognition standard. In April 2016, the FASB issued an ASU to clarify the guidance on accounting for licenses or intellectual property and identifying performance obligations in the new revenue recognition standard. In addition, in May 2016, the FASB issued an ASU that clarifies several narrow-scope improvements and practical expedients for adopting the new revenue guidance. We have determined the new revenue recognition standard will not have an impact on our recognition of food and beverage sales from Company-owned restaurants or our recognition of royalty fees from franchisees. The Company will recognize franchise advertising fund contributions as Franchise royalties, fees, and other revenues, with the related advertising fund expenses recognized as Selling, general, and administrative expenses. The Company will adopt this guidance beginning with its fiscal first quarter 2018 and will apply the guidance retrospectively to each prior period presented. Upon adoption of the standard, the Company does not expect the impact of recognizing initial franchise fees over the franchise agreement period or franchise advertising fund contributions as revenues and expenses to have a material effect on our consolidated financial statements.

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Goodwill and Intangible Assets (Tables)

6 Months Ended

Jul. 09, 2017

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of goodwill

The following table presents goodwill as of July 9, 2017 and December 25, 2016 (in thousands):

Balance, December 25, 2016	$	95,935
Foreign currency translation adjustment	682
Balance, July 9, 2017	$	96,617

Schedule of intangible assets subject to amortization

The following table presents intangible assets as of July 9, 2017 and December 25, 2016 (in thousands):

	July 9, 2017							December 25, 2016
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Intangible assets subject to amortization:
Franchise rights	$	55,749	$	(29,160	)	$	26,589	$	55,902	$	(27,306	)	$	28,596
Favorable leases	13,931		(7,789		)	6,142		13,931		(7,400		)	6,531
Liquor licenses	10,349		(9,898		)	451		10,253		(9,857		)	396
	$	80,029	$	(46,847	)	$	33,182	$	80,086	$	(44,563	)	$	35,523
Indefinite-lived intangible assets:
Liquor licenses and other	$	7,488	$	—		$	7,488	$	6,747	$	—		$	6,747
Intangible assets, net	$	87,517	$	(46,847	)	$	40,670	$	86,833	$	(44,563	)	$	42,270

Schedule of intangible assets not subject to amortization

The following table presents intangible assets as of July 9, 2017 and December 25, 2016 (in thousands):

	July 9, 2017							December 25, 2016
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Intangible assets subject to amortization:
Franchise rights	$	55,749	$	(29,160	)	$	26,589	$	55,902	$	(27,306	)	$	28,596
Favorable leases	13,931		(7,789		)	6,142		13,931		(7,400		)	6,531
Liquor licenses	10,349		(9,898		)	451		10,253		(9,857		)	396
	$	80,029	$	(46,847	)	$	33,182	$	80,086	$	(44,563	)	$	35,523
Indefinite-lived intangible assets:
Liquor licenses and other	$	7,488	$	—		$	7,488	$	6,747	$	—		$	6,747
Intangible assets, net	$	87,517	$	(46,847	)	$	40,670	$	86,833	$	(44,563	)	$	42,270

Schedule of estimated aggregate future amortization expense

The estimated aggregate future amortization expense as of July 9, 2017 is as follows (in thousands):

Remainder of 2017	$	2,043
2018	4,257
2019	4,210
2020	3,693
2021	3,265
Thereafter	15,714
	$	33,182

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Earnings Per Share (Tables)

6 Months Ended

Jul. 09, 2017

Earnings Per Share [Abstract]

Schedule of computations for basic and diluted earnings per share

Basic weighted average shares outstanding is reconciled to diluted weighted average shares outstanding as follows (in thousands):

	Twelve Weeks Ended		Twenty-eight Weeks Ended
	July 9, 2017	July 10, 2016	July 9, 2017	July 10, 2016
Basic weighted average shares outstanding	12,896	13,511	12,872	13,582
Dilutive effect of stock options and awards	112	133	99	142
Diluted weighted average shares outstanding	13,008	13,644	12,971	13,724
Awards excluded due to anti-dilutive effect on diluted earnings per share	169	248	317	214

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Other Charges (Tables)

6 Months Ended

Jul. 09, 2017

Other Income and Expenses [Abstract]

Summary of other charges

Other charges consist of the following (in thousands):

	Twelve Weeks Ended				Twenty-eight Weeks Ended
	July 9, 2017		July 10, 2016		July 9, 2017		July 10, 2016
Asset impairment	$	1,584	$	3,860	$	1,584	$	4,685
Litigation contingencies	—		—		—		3,900
Other charges	$	1,584	$	3,860	$	1,584	$	8,585

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Borrowings (Tables)

6 Months Ended

Jul. 09, 2017

Debt Disclosure [Abstract]

Schedule of borrowings

Borrowings as of July 9, 2017 and December 25, 2016 are summarized below (in thousands):

	July 9, 2017			December 25, 2016
Revolving credit facility and other long-term debt	$	280,125		$	336,375
Capital lease obligations	11,138			11,463
Total debt	291,263			347,838
Less: Current portion	(677		)	(658		)
Long-term debt	$	290,586		$	347,180

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Fair Value Measurements (Tables)

6 Months Ended

Jul. 09, 2017

Fair Value Disclosures [Abstract]

Schedule of fair value assets measured on recurring basis

The following tables present the Company’s assets measured at fair value on a recurring basis as of July 9, 2017 and December 25, 2016 (in thousands):

	July 9, 2017		Level 1		Level 2		Level 3
Assets:
Investments in rabbi trust	$	9,157	$	9,157	$	—	$	—
Total assets measured at fair value	$	9,157	$	9,157	$	—	$	—
	December 25, 2016		Level 1		Level 2		Level 3
Assets:
Investments in rabbi trust	$	9,165	$	9,165	$	—	$	—
Total assets measured at fair value	$	9,165	$	9,165	$	—	$	—

Summary of fair value of debt

The following table presents the carrying value and estimated fair value of the Company’s New Credit Facility and capital lease obligations as of July 9, 2017 and December 25, 2016 (in thousands):

	July 9, 2017				December 25, 2016
	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
Credit facility	$	279,250	$	279,020	$	335,500	$	335,611
Capital lease obligations	11,138		11,806		11,463		12,917
Total	$	290,388	$	290,826	$	346,963	$	348,528

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Basis of Presentation and Recent Accounting Pronouncements - Additional Information (Details) $ in Thousands	3 Months Ended		4 Months Ended	6 Months Ended
	Jul. 09, 2017 USD ($) state province restaurant	Jul. 10, 2016 USD ($)	Apr. 17, 2016 USD ($)	Jul. 09, 2017 USD ($) state province restaurant segment	Jul. 10, 2016 USD ($)
Franchisor Disclosure [Line Items]
Number of operating segments | segment				1
Number of reportable segments | segment				1
Asset impairment	$ 1,584	$ 3,860	$ 800	$ 1,584	$ 4,685
Litigation contingencies	$ 0	0		$ 0	3,900
Company-owned operated restaurants
Franchisor Disclosure [Line Items]
Number of restaurants | restaurant	472			472
Number of states in which restaurants are located | state	39			39
Number of Canadian provinces in which restaurants are located | province	2			2
Franchised restaurants
Franchisor Disclosure [Line Items]
Number of restaurants | restaurant	86			86
Number of states in which restaurants are located | state	15			15
Restatement Adjustment
Franchisor Disclosure [Line Items]
Asset impairment		(3,900)
Selling, General and Administrative Expenses | Restatement Adjustment
Franchisor Disclosure [Line Items]
Asset impairment					(4,700)
Litigation contingencies					(3,900)
Other Charges | Restatement Adjustment
Franchisor Disclosure [Line Items]
Asset impairment		$ 3,900			4,700
Litigation contingencies					$ 3,900

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Goodwill and Intangible Assets - Summary of Goodwill Activity (Details) $ in Thousands	6 Months Ended
	Jul. 09, 2017 USD ($)
Goodwill [Roll Forward]
Beginning balance	$ 95,935
Foreign currency translation adjustment	682
Ending balance	$ 96,617

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Goodwill and Intangible Assets - Summary of Goodwill and Intangible Assets (Details)	3 Months Ended		6 Months Ended
	Jul. 09, 2017 USD ($) restaurant	Jul. 10, 2016 restaurant	Jul. 09, 2017 USD ($)	Jul. 10, 2016 USD ($)	Dec. 25, 2016 USD ($)
Schedule of Intangible Assets [Line Items]
Impairment to goodwill			$ 0	$ 0
Intangible Assets
Gross Carrying Amount	$ 80,029,000		80,029,000		$ 80,086,000
Accumulated Amortization	(46,847,000)		(46,847,000)		(44,563,000)
Net Carrying Amount	33,182,000		33,182,000		35,523,000
Intangible assets, Gross Carrying Amount	87,517,000		87,517,000		86,833,000
Intangible assets, Net Carrying Amount	$ 40,670,000		40,670,000		42,270,000
Number of restaurants impaired | restaurant	5	6
Liquor licenses and other
Intangible Assets
Gross Carrying Amount, Indefinite-lived intangible assets	$ 7,488,000		7,488,000		6,747,000
Franchise rights
Intangible Assets
Gross Carrying Amount	55,749,000		55,749,000		55,902,000
Accumulated Amortization	(29,160,000)		(29,160,000)		(27,306,000)
Net Carrying Amount	$ 26,589,000		26,589,000		28,596,000
Impairment to intangible assets			0	$ 0
Number of restaurants impaired | restaurant	2	1
Favorable leases
Intangible Assets
Gross Carrying Amount	$ 13,931,000		13,931,000		13,931,000
Accumulated Amortization	(7,789,000)		(7,789,000)		(7,400,000)
Net Carrying Amount	6,142,000		6,142,000		6,531,000
Liquor licenses and other
Intangible Assets
Gross Carrying Amount	10,349,000		10,349,000		10,253,000
Accumulated Amortization	(9,898,000)		(9,898,000)		(9,857,000)
Net Carrying Amount	$ 451,000		$ 451,000		$ 396,000

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Goodwill and Intangible Assets - Summary of Future Amortization (Details) - USD ($) $ in Thousands	Jul. 09, 2017	Dec. 25, 2016
Estimated aggregate future amortization expense
Remainder of 2017	$ 2,043
2018	4,257
2019	4,210
2020	3,693
2021	3,265
Thereafter	15,714
Net Carrying Amount	$ 33,182	$ 35,523

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Earnings Per Share - Summary of Earnings Per Share (Details) - shares shares in Thousands	3 Months Ended		6 Months Ended
	Jul. 09, 2017	Jul. 10, 2016	Jul. 09, 2017	Jul. 10, 2016
Earnings Per Share Reconciliation [Abstract]
Basic weighted average shares outstanding (in shares)	12,896	13,511	12,872	13,582
Dilutive effect of stock options and awards (in shares)	112	133	99	142
Diluted weighted average shares outstanding (in shares)	13,008	13,644	12,971	13,724
Awards excluded due to anti-dilutive effect on diluted earnings per share (in shares)	169	248	317	214

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Other Charges - Summary of Other Charges (Details) - USD ($) $ in Thousands	3 Months Ended		4 Months Ended	6 Months Ended
	Jul. 09, 2017	Jul. 10, 2016	Apr. 17, 2016	Jul. 09, 2017	Jul. 10, 2016
Other Income and Expenses [Abstract]
Asset impairment	$ 1,584	$ 3,860	$ 800	$ 1,584	$ 4,685
Litigation contingencies	0	0		0	3,900
Other charges	$ 1,584	$ 3,860		$ 1,584	$ 8,585

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Other Charges - Additional Information (Details) $ in Thousands	3 Months Ended		4 Months Ended	6 Months Ended
	Jul. 09, 2017 USD ($) restaurant	Jul. 10, 2016 USD ($) restaurant	Apr. 17, 2016 USD ($) restaurant	Jul. 09, 2017 USD ($)	Jul. 10, 2016 USD ($)
Loss Contingencies [Line Items]
Number of restaurants impaired | restaurant	5	6
Number of end of lease restaurants impaired | restaurant	3
Asset impairment | $	$ 1,584	$ 3,860	$ 800	$ 1,584	$ 4,685
Number of restaurants relocated | restaurant			1
Litigation contingencies | $	$ 0	$ 0		$ 0	$ 3,900
Compensation-related Claims
Loss Contingencies [Line Items]
Litigation contingencies | $			$ 3,900

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Borrowings - Schedule of Borrowings (Details) - USD ($) $ in Thousands	Jul. 09, 2017	Dec. 25, 2016
Debt Instrument [Line Items]
Total debt	$ 291,263	$ 347,838
Less: Current portion	(677)	(658)
Long-term debt	290,586	347,180
Revolving line of credit | Credit Facility
Debt Instrument [Line Items]
Total debt	280,125	336,375
Capital lease obligations
Debt Instrument [Line Items]
Total debt	$ 11,138	$ 11,463

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Borrowings - Additional Information (Details)	4 Months Ended	6 Months Ended
	Apr. 16, 2017 USD ($)	Jul. 09, 2017 USD ($)	Jul. 10, 2016 USD ($)	Apr. 13, 2017	Dec. 25, 2016 USD ($)	Jun. 30, 2016 USD ($)
Borrowings
Debt issuance costs		$ 664,000	$ 1,058,000
Loan origination costs		2,700,000			$ 2,300,000
New Credit Facility | Revolving line of credit
Borrowings
Maximum borrowing capacity						$ 400,000,000
Additional pricing tiers, lease adjusted leverage ratio threshold				4.75
Debt issuance costs	$ 700,000
New Credit Facility | Revolving line of credit | Through October 1, 2017
Borrowings
Covenant compliance, lease adjusted leverage ratio				5.25
New Credit Facility | Revolving line of credit | October 2, 2017 through July 15, 2018
Borrowings
Covenant compliance, lease adjusted leverage ratio				5.0
New Credit Facility | Revolving line of credit | July 16, 2018 and Thereafter
Borrowings
Covenant compliance, lease adjusted leverage ratio				4.75
New Credit Facility | Letter of credit | Line of credit
Borrowings
Maximum borrowing capacity						25,000,000
New Credit Facility | Swingline loans | Line of credit
Borrowings
Maximum borrowing capacity						$ 15,000,000
Credit Facility | Revolving line of credit
Borrowings
Amounts outstanding					335,500,000
Credit Facility | Letter of credit
Borrowings
Amounts outstanding					$ 8,800,000
Credit Facility | Line of credit
Borrowings
Amounts outstanding		279,300,000
Credit Facility | Letter of credit | Line of credit
Borrowings
Amounts outstanding		$ 7,600,000

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Fair Value Measurements - Summary of Assets at Fair Value on a Recurring Basis (Details) - Recurring - USD ($) $ in Thousands	Jul. 09, 2017	Dec. 25, 2016
Assets:
Investments in rabbi trust	$ 9,157	$ 9,165
Total assets measured at fair value	9,157	9,165
Level 1
Assets:
Investments in rabbi trust	9,157	9,165
Total assets measured at fair value	9,157	9,165
Level 2
Assets:
Investments in rabbi trust	0	0
Total assets measured at fair value	0	0
Level 3
Assets:
Investments in rabbi trust	0	0
Total assets measured at fair value	$ 0	$ 0

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Fair Value Measurements - Summary of Carrying Value and Estimated Fair Value of Liabilities (Details) - USD ($) $ in Thousands	Jul. 09, 2017	Dec. 25, 2016
Carrying value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Credit facility	$ 279,250	$ 335,500
Capital lease obligations	11,138	11,463
Total	290,388	346,963
Estimated Fair Value | Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Credit facility	279,020	335,611
Capital lease obligations	11,806	12,917
Total	$ 290,826	$ 348,528