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 2022 and 2021
refer to the twelve and twenty-eight weeks ended July 10, 2022 and July 11,
2021, unless otherwise indicated.

Overview

Description of Business

Red Robin Gourmet Burgers, Inc., a Delaware corporation, together with its
subsidiaries ("Red Robin," "we," "us," "our," or the "Company"), primarily
operates, franchises, and develops full-service restaurants with 528 locations
in North America. As of July 10, 2022, the Company owned 426 restaurants located
in 38 states. The Company also had 102 franchised full-service restaurants in 16
states and one Canadian province. The Company operates its business as one
operating and one reportable segment.


Financial and Operational Highlights

The following summarizes the operational and financial highlights during the twelve weeks ended July 10, 2022:

Restaurant Revenue, compared to the same period in the prior year, is presented in the table below:

(millions)

Restaurant Revenue for the twelve weeks ended July 11, 2021 $ 272.2 Increase/(decrease) in comparable restaurant revenue(1)

18.1


Increase/(decrease) from non-comparable restaurants                      

(1.6)


Total increase/(decrease)                                                

16.5

Restaurant Revenue for the twelve weeks ended July 10, 2022 $ 288.7

The following summarizes the operational and financial highlights during the twenty-eight weeks ended July 10, 2022:

(millions)

Restaurant Revenue for the twenty-eight weeks ended July 11, 2021 $

590.8


Increase/(decrease) in comparable restaurant revenue(1)                     

79.5


Increase/(decrease) from non-comparable restaurants                         

(1.0)


Total increase/(decrease)                                                   

78.5

Restaurant Revenue for the twenty-eight weeks ended July 10, 2022 $

669.3

(1) Comparable restaurant revenue represents revenue from Company-owned restaurants that have operated five full quarters as of the end of the period

presented.

Restaurant revenues and operating costs as a percentage of restaurant revenue for the period are detailed in the table below:

Twelve Weeks Ended


                                                         July 10, 2022            July 11, 2021             Increase/(Decrease)
Restaurant revenue (millions)                         $          288.7           $      272.2                                  6.1  %
Restaurant operating costs:                               (Percentage of Restaurant Revenue)                   (Basis Points)
Cost of sales                                                     25.2   %               22.8  %                               240
Labor                                                             35.2                   36.4                                 (120)
Other operating                                                   18.0                   17.2                                   80
Occupancy                                                          8.0                    7.9                                   10
Total                                                             86.4   %               84.3  %                               210


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                                                                               Twenty-eight Weeks Ended
                                                       July 10, 2022          July 11, 2021             Increase/(Decrease)

Restaurant revenue (millions)                         $      669.3           $      590.8                                 13.3  %
Restaurant operating costs:                             (Percentage of Restaurant Revenue)                 (Basis Points)
Cost of sales                                                 24.5   %               22.2  %                               230
Labor                                                         35.8                   35.6                                   20
Other operating                                               17.9                   17.7                                   20
Occupancy                                                      8.0                    8.8                                  (80)
Total                                                         86.2   %               84.3  %                               190

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




The following table summarizes Net Loss, loss per diluted share, and adjusted
loss per diluted share for the twelve and twenty-eight weeks ended and July 10,
2022 and July 11, 2021;
                                                    Twelve Weeks Ended                             Twenty-eight Weeks Ended
                                           July 10, 2022           July 11, 2021             July 10, 2022             July 11, 2021
Net loss as reported                     $      (17,932)         $       (4,996)         $     (21,037)              $      (13,709)

Loss per share - diluted:
Net loss as reported                     $        (1.13)         $        (0.32)         $       (1.33)              $        (0.88)
Asset impairment                                   0.55                    0.01                   0.69                         0.09
Change in accounting estimate,
gift card breakage revenue, net of
commissions(1)                                        -                       -                  (0.33)                           -
Restaurant closure costs                           0.06                    0.11                   0.12                         0.27
Other financing costs(3)                              -                       -                   0.02                            -
COVID-19 related charges                           0.01                    0.02                   0.02                         0.05
Write-off of unamortized debt
issuance costs(2)                                     -                       -                   0.11                            -
Executive transition                               0.01                       -                   0.01                            -
Litigation contingencies                          (0.11)                      -                  (0.01)                        0.07
Board and stockholder matter costs                    -                       -                      -                         0.01

Income tax expense                                (0.14)                  (0.04)                 (0.17)                       (0.13)
Adjusted loss per share - diluted        $        (0.75)         $        (0.22)         $       (0.87)              $        (0.52)

Weighted average shares
outstanding
Basic                                            15,830                  15,665                 15,783                       15,617
Diluted                                          15,830                  15,665                 15,783                       15,617


(1)  During the twenty-eight weeks ended July 10, 2022, the Company re-evaluated
the estimated redemption pattern related to gift cards. See Footnote 1, Basis of
Presentation and Recent Accounting Pronouncements included in Part I. Financial
Information in this quarterly report on form 10-Q.

(2) Write-off of unamortized debt issuance costs related to the remaining unamortized debt issuance costs related to our Prior Credit Agreement (as defined below) with the completion of the refinancing of our Prior Credit Agreement in the first quarter of fiscal year 2022.

(3) Other financing costs includes legal and other charges related to the refinancing of our Prior Credit Agreement in the first quarter of 2022.



We believe the non-GAAP measure of adjusted loss per diluted share gives the
reader additional insight into the ongoing operational results of the Company,
and it is intended to supplement the presentation of the Company's financial
results in accordance with GAAP. Adjusted loss per diluted share excludes the
effects of changes in accounting estimates, asset impairment, litigation
contingencies, the write-off of unamortized debt issuance costs, restaurant
closure costs, other financing costs, COVID-19 related costs, executive
transition costs, and related income tax effects. Other companies may define
adjusted net loss per diluted share differently, and as a result our measure of
adjusted loss per diluted share may not be directly comparable to those of other
companies. Adjusted loss per diluted share should be considered in addition to,
and not as a substitute for, net loss as reported in accordance with U.S. GAAP
as a measure of performance.
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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 10, 2022                July 11, 2021            July 10, 2022                 July 11, 2021
Company-owned:
Beginning of period                                               426                          440                       430                             443

Closed during the period                                            -                          (10)                       (4)                            (13)
End of period                                                     426                          430                       426                             430
Franchised:
Beginning of period                                               101                          103                       101                             103
Opened during the period                                            1                            -                         1                               -
Sold or closed during the period                                    -                           (2)                        -                              (2)
End of period                                                     102                          101                       102                             101
Total number of restaurants                                       528                          531                       528                             531




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The following table presents total Company-owned and franchised restaurants by
state or province as of July 10, 2022:

                        Company-Owned Restaurants        Franchised Restaurants

State:
Arkansas                                          2                             2
Alaska                                            -                             3
Alabama                                           4                             -
Arizona                                          17                             1
California                                       58                             -
Colorado                                         22                             -
Connecticut                                       -                             3
Delaware                                          -                             5
Florida                                          19                             -
Georgia                                           6                             -
Iowa                                              5                             -
Idaho                                             8                             -
Illinois                                         21                             -
Indiana                                          13                             -
Kansas                                            -                             5
Kentucky                                          4                             -
Louisiana                                         2                             -
Massachusetts                                     4                             2
Maryland                                         12                             -
Maine                                             2                             -
Michigan                                          -                            20
Minnesota                                         4                             -
Missouri                                          8                             3
Montana                                           -                             2
North Carolina                                   17                             -
Nebraska                                          4                             -
New Hampshire                                     3                             -
New Jersey                                       12                             1
New Mexico                                        3                             -
Nevada                                            6                             -
New York                                         14                             -
Ohio                                             18                             2
Oklahoma                                          5                             -
Oregon                                           15                             5
Pennsylvania                                     11                            21
Rhode Island                                      1                             -
South Carolina                                    4                             -
South Dakota                                      1                             -
Tennessee                                        11                             -
Texas                                            20                             9
Utah                                              1                             6
Virginia                                         20                             -
Washington                                       38                             -
Wisconsin                                        11                             -

Province:
British Columbia                                  -                            12
Total                                           426                           102



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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 2021
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 10, 2022          July 11, 2021                                              July 10, 2022         July 11, 2021
Revenues:
Restaurant revenue                                           98.2  %                98.3  %                                                   97.0  %               97.9  %
Franchise and other revenues                                  1.8                    1.7                                                       3.0                   2.1
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                                                25.2                   22.8                                                      24.5                  22.2
Labor                                                        35.2                   36.4                                                      35.8                  35.6
Other operating                                              18.0                   17.2                                                      17.9                  17.7
Occupancy                                                     8.0                    7.9                                                       8.0                   8.8
Total restaurant operating costs                             86.4                   84.3                                                      86.2                  84.3
Depreciation and amortization                                 6.0                    6.9                                                       6.0                   7.5
Selling, general and administrative                          10.9                   10.2                                                       9.7                   9.8
Pre-opening and acquisition costs                             0.1                    0.1                                                         -                   0.1
Other charges, net                                            2.8                    0.8                                                       2.0                   1.3
Loss from operations                                         (4.5)                  (0.9)                                                     (1.3)                 (1.1)

Interest expense, net and other                               1.4                    1.0                                                       1.7                   1.2
Loss before income taxes                                     (5.9)                  (1.9)                                                     (3.0)                 (2.3)
Income tax benefit                                            0.1                   (0.1)                                                      0.1                  (0.1)
Net loss                                                     (6.1) %                (1.8) %                                                   (3.1) %               (2.3) %




Revenues
                                                              Twelve Weeks Ended                                                 Twenty-Eight Weeks Ended
                                                                                            Percent                                                                Percent
(Revenues in thousands)                    July 10, 2022           July 11, 2021            Change              July 10, 2022             July 11, 2021            Change
Restaurant revenue                       $      288,657          $      272,157                 6.1  %       $     669,269              $      590,834                13.3  %
Franchise royalties, fees and
other revenue                                     5,433                   4,818                12.8  %              20,371                      12,416                64.1  %
Total revenues                           $      294,090          $      276,975                 6.2  %       $     689,640              $      603,250                14.3  %
Average weekly net sales volumes
in Company-owned restaurants             $       56,633          $       53,135                 6.6  %       $      56,123              $       49,347                13.7  %
Total operating weeks                             5,097                   5,122                (0.5) %              11,925                      11,973                (0.4) %
Net sales per square foot                $          109          $          102                 6.7  %       $         251              $          221                13.7  %




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Restaurant revenue for the twelve weeks ended July 10, 2022, which comprises
primarily food and beverage sales, increased $16.5 million, or 6.1%, as compared
to the second quarter of 2021. The increase was due to a $18.1 million, or 6.7%,
increase in comparable restaurant revenue, and a $1.6 million decrease at
non-comparable restaurants, including the impact of restaurant closures. The
comparable restaurant revenue increase was driven by a 9.6% increase in average
Guest check, and a 2.9% decrease in Guest count. The increase in average Guest
check resulted from a 3.7% increase in menu mix, a 6.0% increase in pricing, and
was partially offset by a 0.1% decrease from higher discounts. The increase in
menu mix was primarily driven by our limited time menu offerings and higher
dine-in sales volumes. Off-premises sales decreased 6.3% and comprised 28.6% of
total food and beverage sales during the second quarter of 2022, as compared to
the same period in 2021.

Restaurant revenue for the twenty-eight weeks ended July 10, 2022, increased
$78.4 million, or 13.3%, as compared to the twenty-eight weeks ended July 11,
2021. The increase was due to a $79.5 million, or 13.8%, increase in comparable
restaurant revenue, and a $1.0 million decrease at non-comparable restaurants,
including the impact of restaurant closures. The comparable restaurant revenue
increase was driven by a 11.3% increase in average Guest check, and a 2.5%
increase in Guest count. The increase in average Guest check resulted from a
5.0% increase in menu mix, a 5.6% increase in pricing, and a 0.7% decrease in
discounts. The increase in menu mix was primarily driven by our limited time
menu offerings and higher dine-in sales volumes. Off-premises sales decreased
10.3% and comprised 29.7% of total food and beverage sales during the
twenty-eight weeks ended July 10, 2022, as compared to the same period in 2021.

Average weekly net 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 are
comprised of Company-owned restaurants that have operated five full quarters as
of the end of the period presented. The Company-owned restaurants that were
temporarily closed due to the COVID-19 pandemic were not included in the
comparable base for the twenty-eight weeks ended July 10, 2022 or July 11, 2021.
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 reopened, new and acquired restaurants during the period, the
average square footage of our restaurants, as well as the impact of changing
capacity limitations in response to COVID-19 levels in a given locality. Net
sales per square foot represents the total restaurant revenue for Company-owned
restaurants included in the comparable base divided by the total square feet of
Company-owned restaurants included in the comparable base.

Franchise and other revenue increased $0.6 million for the twelve weeks ended
July 10, 2022 compared to the twelve weeks ended July 11, 2021. Our franchisees
reported a comparable restaurant revenue increase of 3.8% for the twelve weeks
ended July 10, 2022 compared to the same period in 2021.

Franchise and other revenue increased $8.0 million for the twenty-eight weeks
ended July 10, 2022 compared to the twenty-eight weeks ended July 11, 2021,
primarily due to the re-evaluation of the estimated redemption pattern related
to gift cards resulting in a $5.8 million adjustment to gift card breakage from
aligning our estimate to the updated estimated redemption pattern. Our
franchisees reported a comparable restaurant revenue increase of 11.7% for the
twenty-eight weeks ended July 10, 2022 compared to the same period in 2021.


Cost of Sales
                                                        Twelve Weeks Ended                                             Twenty-Eight Weeks Ended
(In thousands, except
percentages)                        July 10, 2022          July 11, 2021         Percent Change        July 10, 2022         July 11, 2021         Percent Change
Cost of sales                      $      72,702          $      61,917                 17.4  %       $    163,643          $     131,083                 24.8  %
As a percent of restaurant
revenue                                     25.2  %                22.8  %               2.4  %               24.5  %                22.2  %               2.3  %

Cost of sales, which comprises of food and beverage costs, is variable and generally fluctuates with sales volume. Cost of sales as a percentage of restaurant revenue increased 240 basis points for the twelve weeks ended July 10, 2022 as compared to the same period in 2021. The increase was primarily driven by commodity inflation, partially offset by pricing and rebates.



Cost of sales as a percentage of restaurant revenue increased 230 basis points
for the twenty-eight weeks ended July 10, 2022 as compared to the same period in
2021. The increase was primarily driven by commodity inflation, partially offset
by favorable mix shifts, pricing, and rebates.
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Labor
                                                        Twelve Weeks Ended                                             Twenty-Eight Weeks Ended
(In thousands, except
percentages)                        July 10, 2022          July 11, 2021         Percent Change        July 10, 2022         July 11, 2021         Percent Change
Labor                              $     101,643          $      98,949                  2.7  %       $    239,751          $     210,608                 13.8  %
As a percent of restaurant
revenue                                     35.2  %                36.4  %              (1.2) %               35.8  %                35.6  %               0.2  %


Labor costs include restaurant-level hourly wages and management salaries as
well as related taxes and benefits. For the twelve weeks ended July 10, 2022,
labor as a percentage of restaurant revenue decreased 120 basis points compared
to the same period in 2021. The decrease was primarily driven by sales leverage
and lower group insurance and management incentive compensation costs, partially
offset by wage rate inflation.

For the twenty-eight weeks ended July 10, 2022, labor as a percentage of restaurant revenue increased 20 basis points compared to the same period in 2021. The increase was primarily driven by higher wage rate inflation and staffing costs, partially offset by sales leverage and lower group insurance and management incentive compensation costs.



Other Operating
                                                        Twelve Weeks Ended                                             Twenty-Eight Weeks Ended
(In thousands, except
percentages)                        July 10, 2022          July 11, 2021         Percent Change        July 10, 2022         July 11, 2021         Percent Change
Other operating                    $      52,003          $      46,928                 10.8  %       $    119,867          $     104,640                 14.6  %
As a percent of restaurant
revenue                                     18.0  %                17.2  %               0.8  %               17.9  %                17.7  %               0.2  %


Other operating costs include costs such as equipment repairs and maintenance
costs, restaurant supplies, utilities, restaurant technology, and other
miscellaneous costs. For the twelve weeks ended July 10, 2022, other operating
costs as a percentage of restaurant revenue increased 80 basis points as
compared to the same period in 2021. The increase was primarily driven by
increases in maintenance costs, utilities and third party commissions, partially
offset by lower hiring costs and sales leverage.

For the twenty-eight weeks ended July 10, 2022, other operating costs as a
percentage of restaurant revenue increased 20 basis points as compared to the
same period in 2021. The increase was primarily driven by increases in
maintenance costs, utilities, and third party commissions, partially offset by
lower supply costs driven by lower off-premises sales, lower hiring costs, and
sales leverage.

Occupancy
                                                        Twelve Weeks Ended                                               Twenty-Eight Weeks Ended
(In thousands, except
percentages)                        July 10, 2022          July 11, 2021         Percent Change        July 10, 2022             July 11, 2021         Percent Change
Occupancy                          $      22,980          $      21,614                  6.3  %       $    53,579               $      51,714                  3.6  %
As a percent of restaurant
revenue                                      8.0  %                 7.9  %               0.1  %               8.0   %                     8.8  %              (0.8) %


Occupancy costs include fixed rents, property taxes, common area maintenance
charges, general liability insurance, contingent rents, and other property
costs. For the twelve weeks ended July 10, 2022, occupancy costs as a percentage
of restaurant revenue increased 10 basis points compared to the same period in
2021 primarily driven by higher insurance costs, partially offset by sales
leverage.

For the twenty-eight weeks ended July 10, 2022, occupancy costs as a percentage
of restaurant revenue decreased 80 basis points compared to the same period in
2021 primarily driven by sales leverage, partially offset by higher insurance
costs.

Our fixed rents for the twelve weeks ended July 10, 2022 and July 11, 2021 were $16.1 million and $16.0 million, an increase of $0.1 million. Our fixed rents for the twenty-eight weeks ended July 10, 2022 and July 11, 2021 were $37.4 million and $37.0 million.


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Depreciation and Amortization
                                                        Twelve Weeks Ended                                               Twenty-Eight Weeks Ended
(In thousands, except
percentages)                        July 10, 2022          July 11, 2021         Percent Change        July 10, 2022             July 11, 2021         Percent Change
Depreciation and
amortization                       $      17,637          $      19,215                 (8.2) %       $    41,556               $      45,103                 (7.9) %
As a percent of total
revenues                                     6.0  %                 6.9  %              (0.9) %               6.0   %                     7.5  %              (1.5) %


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 10, 2022, depreciation and amortization expense as a percentage of
revenue decreased 90 basis points over the same period in 2021 primarily due to
net closed Company-owned restaurants, and sales leverage.

For the twenty-eight weeks ended July 10, 2022, depreciation and amortization
expense as a percentage of revenue decreased 150 basis points over the same
period in 2021 primarily due to net closed Company-owned restaurants, and sales
leverage.

Selling, General, and Administrative


                                                         Twelve Weeks Ended                                               Twenty-Eight Weeks Ended
(In thousands, except
percentages)                         July 10, 2022          July 11, 2021         Percent Change        July 10, 2022             July 11, 2021         Percent Change
Selling, general, and
administrative                      $      32,095          $      28,346                 13.2  %       $    66,475               $      58,956                 12.8  %
As a percent of total
revenues                                     10.9  %                10.2  %               0.7  %               9.7   %                     9.8  %              (0.1) %

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



General, and administrative costs in the twelve weeks ended July 10, 2022
increased $1.0 million, or 5.7%, as compared to the same period in 2021. The
increase was primarily driven by increased stock based compensation expense,
merit increases, and increased manager-in-training costs, partially offset by a
decrease in incentive compensation costs.

General, and administrative costs in the twenty-eight weeks ended July 10, 2022
increased $3.2 million, or 8.0%, as compared to the same period in 2021. The
increase was primarily driven by increased stock based compensation expense,
merit increases, and increased manager-in-training costs.

Selling costs in the twelve weeks ended July 10, 2022 increased $2.7 million, or
25.8%, as compared to the same period in 2021. The increase was primarily driven
by increased marketing spend.

Selling costs in the twenty-eight weeks ended July 10, 2022 increased $4.3 million, or 22.8%, as compared to the same period in 2021. The increase was primarily driven by increased marketing spend.



Pre-opening Costs
                                                         Twelve Weeks Ended                                              Twenty-Eight Weeks Ended
(In thousands, except
percentages)                        July 10, 2022             July 11, 2021        Percent Change        July 10, 2022         July 11, 2021        Percent Change
Pre-opening costs                  $       235               $        374                (37.2) %       $       297           $        374                (20.6) %
As a percent of total
revenues                                   0.1   %                    0.1  %                 -  %                 -   %                0.1  %              (0.1) %

* Percentage increases and decreases over 100 percent were not considered meaningful



Pre-opening costs, which are expensed as incurred, comprise the costs related to
preparing restaurants to introduce Donatos® and other initiatives, as well as
direct costs, including labor, occupancy, training, and marketing, incurred
related to opening new restaurants and hiring the initial work force. Our
pre-opening costs fluctuate from period to period, depending upon, but not
limited to, the number of restaurants where Donatos® has been introduced, 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.

We incurred pre-opening costs during the twelve and twenty-eight weeks ended July 10, 2022 related to the rollout of Donatos®. The Company expects to continue its roll out of Donatos® in 2022 to approximately 50 restaurants.


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Interest Expense, Net and Other



Interest expense, net and other was $4.1 million for the twelve weeks ended
July 10, 2022, an increase of $1.4 million, or 48.9%, compared to the same
period in 2021. The increase was primarily related to higher outstanding debt
and a higher weighted average interest rate for the quarter. Our weighted
average interest rate on our credit facility debt was 8.7% for the twelve weeks
ended July 10, 2022 as compared to 7.4% for the same period in 2021.

Interest expense, net and other was $11.6 million for the twenty-eight weeks
ended July 10, 2022, an increase of $4.4 million, or 62.5%, compared to the same
period in 2021. The increase was primarily related to higher outstanding debt
and a higher weighted average interest rate as well as the write off of
approximately $1.7 million of deferred financing charges related to the
Company's Prior Credit Facility upon the execution of the Credit Agreement on
March 4, 2022. Our weighted average interest rate on our credit facility debt
was 8.4% for the twenty-eight weeks ended July 10, 2022 as compared to 6.7% for
the same period in 2021.

Income Tax Provision

The effective tax rate for the twelve weeks ended July 10, 2022 was a 2.5% expense, compared to a 6.6% benefit for the twelve weeks ended July 11, 2021.



The effective tax rate for the twenty-eight weeks ended July 10, 2022 was a 2.4%
expense, compared to a 2.2% benefit for the twenty-eight weeks ended July 11,
2021.

During the twelve and twenty-eight weeks ended July 10, 2022, the Company received $12.3 million and $14.8 million of federal and state refund claims, respectively, and expects to receive an additional $0.6 million during the second half of 2022.

Liquidity and Capital Resources



Cash and cash equivalents, and restricted cash increased $36.3 million to
$59.0 million as of July 10, 2022, from $22.8 million at the beginning of the
fiscal year. As the Company continues to recover from the COVID-19 pandemic and
generates operating cash flow, the Company is using available cash flow from
operations to maintain existing restaurants and infrastructure, execute on its
long-term strategic initiatives, and pay down debt. As of July 10, 2022, the
Company had approximately $75.3 million in liquidity, including cash on hand and
available borrowing capacity under its credit facility.

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 10, 2022           July 11, 2021
Net cash provided by operating activities                              $      36,439          $       37,184
Net cash used in investing activities                                        (15,624)                (10,834)
Net cash provided by (used in) financing activities                           15,455                 (16,931)
Effect of exchange rate changes on cash                                           (6)                     34
Net change in cash and cash equivalents, and restricted cash           $      36,264          $        9,453


Operating Cash Flows

Net cash flows provided by operating activities decreased $0.7 million to $36.4
million for the twenty-eight weeks ended July 10, 2022. The change in net cash
provided by operating activities is primarily attributable to increased loss
from operations, partially offset by increased non-cash items as well as other
changes in working capital, including the tax refunds received in 2022, as
presented in the Condensed Consolidated Statements of Cash Flows.

Investing Cash Flows



Net cash flows used in investing activities increased $4.8 million to $15.6
million for the twenty-eight weeks ended July 10, 2022, as compared to $10.8
million for the same period in 2021. The increase is primarily due to increased
spending on restaurant improvements, and investments in technology.
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The following table lists the components of our capital expenditures, net of currency translation, for the twenty-eight weeks ended July 10, 2022 and July 11, 2021 (in thousands):

Twenty-Eight Weeks Ended


                                                                      July 10, 2022           July 11, 2021
Restaurant improvement capital and other                             $       7,379          $        6,184
Investment in technology, infrastructure, and other                          4,877                   2,878
Donatos® expansion                                                           2,872                   1,792
New restaurants and restaurant refreshes                                       765                       -
Total capital expenditures                                           $      15,893          $       10,854


Financing Cash Flows

Net cash flows provided by financing activities increased $32.4 million to $15.5
million for the twenty-eight weeks ended July 10, 2022, as compared to net cash
flows used in financing activities of $16.9 million in the same period in 2021.
The increase is primarily due to $16.4 million in net draws made on long-term
debt as a result of the Company's refinancing of debt on March 4, 2022 and $3.9
million in proceeds received related to a real estate sale, partially offset by
an increase in cash used for debt issuance costs, compared to a net paydown of
debt of $16.9 million in 2021.

New Credit Agreement



On March 4, 2022 the Company entered into a new Credit Agreement (the "Credit
Agreement"), which replaced its prior amended and restated credit agreement (the
"Prior Credit Agreement"). The new Credit Agreement references the Secured
Overnight Financing Rate ("SOFR"), a new index calculated by short-term
repurchase agreements and backed by U.S. Treasury securities, or the Alternate
Base Rate ("ABR"), which represents the highest of (a) the Prime Rate, (b) the
Federal Funds Rate plus 0.50% per annum, or (c) one-month term SOFR plus 1.00%
per annum.

As of July 10, 2022, the Company had outstanding borrowings under the Credit
Agreement of $190.5 million net of unamortized deferred financing charges and
discounts, of which $2.0 million was classified as current. As of July 10, 2022,
the Company had $25.0 million of available borrowing capacity under its Credit
Agreement.

As of July 10, 2022, the Company had $8.4 million of letters of credit issued
against cash collateral, compared to $8.6 million for the same period in 2021.
The Company's cash collateral is recorded in Restricted cash on our Condensed
Consolidated Balance Sheets for the quarter ended July 10, 2022.

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 well as a Total Net Leverage ratio
covenant.

Debt Outstanding

Total debt outstanding increased $23.4 million to $200.4 million at July 10,
2022, from $177.0 million at December 26, 2021, primarily driven by net proceeds
from the issuance of the New Credit Facility during the twenty-eight weeks ended
July 10, 2022.

Working Capital

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 as allowed. When necessary, we utilize
our 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 credit facility will be sufficient to
satisfy any working capital deficits and our planned capital expenditures.
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Share Repurchase



On August 9, 2018, the Company's board of directors authorized the Company's
current share repurchase program of up to a total of $75 million of the
Company's common stock. The share repurchase authorization was effective as of
August 9, 2018, and will terminate upon completing repurchases of $75 million of
common stock unless otherwise terminated by the board. Pursuant to the
repurchase program, purchases may be made from time to time at the Company's
discretion and the Company is not obligated to acquire any particular amount of
common stock. From the date of the current program approval through July 10,
2022, we have repurchased a total of 226,500 shares at an average price of
$29.14 per share for an aggregate amount of $6.6 million. Accordingly, as of
July 10, 2022, we had $68.4 million of availability under the current share
repurchase program.

Effective March 14, 2020, the Company suspended its share repurchase program to
provide additional liquidity during the COVID-19 pandemic. Our ability to
repurchase shares is limited to conditions set forth by our lenders in the
Credit Agreement; repurchases shall not exceed (in any fiscal year) the greater
of $2,500,000 and 4% of Consolidated EBITDA calculated on a Pro Forma Basis for
the then most recently ended period.

Inflation



The primary inflationary factors affecting our operations are food, labor costs,
energy costs, and materials used in the construction of new restaurants.
Increases in wage rates have directly affected our labor costs in recent years.
Additionally, many of our leases require us to pay taxes, maintenance, repairs,
insurance, and utilities, all of which are generally subject to inflationary
increases. Labor cost and commodity cost inflation had a negative impact on our
financial condition and results of operations during the twelve and twenty-eight
weeks ended July 10, 2022. Uncertainties related to fluctuations in costs,
including energy costs, commodity prices, annual indexed and other 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 2022.

Seasonality



Our business is subject to seasonal fluctuations. Prior to the COVID-19
pandemic, 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 operating results and comparable restaurant revenue may fluctuate
significantly as a result of seasonality. Accordingly, results for any one
quarter are not necessarily indicative of results to be expected for any other
quarter, and comparable restaurant sales for any particular future period may
decrease.

Contractual Obligations

There were no other material changes outside the ordinary course of business to
our contractual obligations since the filing of the Company's Annual Report on
Form 10-K for the fiscal year ended December 26, 2021, except for long-term debt
obligations resulting from the refinancing of our Credit Agreement in March 2022
as previously discussed above and in Note 6, Borrowings, of Notes to Condensed
Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on
Form 10-Q, Contractual long-term debt payments as of July 10, 2022 are as
follows (in thousands):
                                                                                 Payments Due by Period
                                                                                                                               2027 and
                                                 Total               2022             2023-2024           2025-2026           Thereafter
Long-term debt obligations(1)                 $ 269,350          $   7,999          $   33,950          $   33,341          $   194,060
Purchase obligations(2)                       $ 182,566          $  30,888          $   66,326          $   38,848          $    46,504


(1) Long-term debt obligations primarily represent minimum required principal
payments under our Credit Facility including estimated interest of $69.0 million
based on a 7.50% average borrowing interest rate.

(2) Purchase obligations includes the Company's share of expected system-wide
fixed price commitments for food, beverage, equipment, and restaurant supply
items. These amounts are estimates based on both purchase commitments for
contracts, as well as anticipated inventory needed for the Company's
restaurants, and could vary due to the timing of anticipated volumes.

See the maturity of lease liabilities table in Note 3, Leases, in the Notes to the Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q.


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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 future impact from the COVID-19 pandemic, 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 26, 2021.

Recently Issued and Recently Adopted Accounting Standards

None noted.

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 (the "Securities Act"), and Section 21E of the Exchange Act.
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," "could," "estimate," "expect," "future," "intend," "may,"
"plan," "project," "will," "continue," and similar expressions. Forward-looking
statements may relate to, among other things: (i) anticipated impacts of
litigation, including employment-related claims, on our financial position and
results of operations, (ii) anticipated impacts of COVID-19 on our business, our
financial position and results of operations, (iii) expectations regarding our
ability to attract and retain Team Members, (iv) our business focus and
strategy, (v) our ability to maintain our working capital position, (vi) our
ability to use our credit facility to satisfy our working capital deficit,
short-term liquidity requirements and capital expenditures, (vii) anticipated
impacts of inflation, and (viii) availability of food and supplies meeting our
specifications from alternate sources.

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.
In some cases, information regarding certain important factors that could cause
actual results to differ materially from a forward-looking statement appears
together with such statement. In addition, the factors described under Risk
Factors, as well as other possible factors not listed, could cause actual
results to differ materially from those expressed in forward-looking statements,
including, without limitation, the following:

•the impact of COVID-19 on our results of operations, supply chain, and
liquidity; the effectiveness of the Company's strategic initiatives, including
alternative labor models, service, and operational improvement initiatives;
•our ability to recruit staff, train, and retain our workforce for service
execution;
•the effectiveness of the Company's marketing strategies and promotions;
•menu changes, including the anticipated sales growth, costs, and timing of the
Donatos® expansion;
•the implementation, rollout, and timing of technology solutions in our
restaurants and at our restaurant support center, in addition to digital
platforms that are accessed by our Guests;
•our ability to achieve and sustain revenue and cost savings from off-premise
sales and other initiatives;
•competition in the casual dining market and discounting by competitors;
•changes in consumer spending trends and habits;
•changes in the cost and availability of key food products and distribution,
restaurant equipment, construction materials, labor, and energy, including the
existence of alternate suppliers and the availability of supplies meeting our
specification;
•general economic conditions, including changes in consumer disposable income,
weather conditions, and related events in regions where our restaurants are
operated;
•the adequacy of cash flows and the cost and availability of capital or credit
facility borrowings, including our ability to refinance our credit facility, on
terms we expect or at all
•the level and impacts of inflation;
• the impact of federal, state, and local regulation of the Company's business;
•changes in federal, state, or local laws and regulations affecting the
operation of our restaurants, including minimum wages, consumer health and
safety, health insurance coverage, nutritional disclosures, and employment
eligibility-related documentation requirements; and
•costs and other effects of legal claims by Team Members, franchisees,
customers, vendors, stockholders, and others, including negative publicity
regarding food safety or cyber security.
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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, we undertake no obligation to
update any forward-looking statement to reflect events or circumstances after
the date on which it is made or to reflect the occurrence of anticipated or
unanticipated events or circumstances.
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