Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10‑K10-K

(Mark One)

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

For the fiscal year ended December 26, 20172023

OR

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

For the transition period from to

Commission File Number000-50972

Texas Roadhouse, Inc.

(Exact name of registrant specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)

000‑50972
(Commission File Number)

20‑108389020-1083890
(IRS Employer
Identification Number)

6040 Dutchmans Lane

Louisville, Kentucky40205

(Address of principal executive offices) (Zip Code)

(502) 426‑9984(502426-9984

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Title of Each Class

Name of Each Exchange on Which Registered

Common Stock, par value $0.001 per share

NasdaqTXRH

NASDAQ Global Select Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well‑knownwell-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  No ☐..

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes  No ☒..

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

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‑TS-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  No ☐..

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S‑K is not contained herein and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10‑K or any amendment to the Form 10‑K. ☒  .

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non‑acceleratednon-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer",filer," "smaller reporting company," and “emerging"emerging growth company”company" in Rule 12b‑212b-2 of the Exchange Act.

Large accelerated filer 

Accelerated filer 

Non-accelerated filer 

Smaller reporting company 

Large accelerated filer ☒

Accelerated filer ☐

Non‑accelerated filer ☐

Smaller reporting company ☐

(Do not check if smaller reporting company)

Emerging growth company 

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.

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered accounting firm that prepared or issued its audit report.

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑212b-2 of the Exchange Act). Yes  No ☒..

The aggregate market value of the voting stock held by non‑affiliatesnon-affiliates of the registrant as of the last business day of the second fiscal quarter ended June 27, 20172023 was $3,390,987,770$7,271,884,191 based on the closing stock price of $50.98. Shares of voting stock held by each officer and director have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes. The market value calculation was determined using the closing stock price of our common stock$109.32 on the Nasdaq Global Select Market.

The number of shares of common stock outstanding were 71,355,92766,828,113 on February 14, 2018.2024.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive Proxy Statement for the registrant’s 20182024 Annual Meeting of Stockholders, which is expected to be filed pursuant to Regulation 14A within 120 days of the registrant’s fiscal year ended December 26, 2017,2023, are incorporated by reference intoPart III of the thisForm 10‑K. With the exception of the portions of the Proxy Statement expressly incorporated by reference, such document shall not be deemed filed with this Form 10‑K.10-K.


Table of Contents

TABLE OF CONTENTS

Page

PART I

Item 1.

Business

5

Item 1A.

Risk Factors

1617

Item 1B.

Unresolved Staff Comments

28

Item 2.

Properties

29

Item 3.

Legal Proceedings

30

Item 4.1C.

Mine Safety DisclosuresCybersecurity

30

PART IIItem 2.

Properties

32

Item 5.3.

Legal Proceedings

33

Item 4.

Mine Safety Disclosures

33

PART II

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

3134

Item 6.

Selected Financial DataReserved

3335

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

3536

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

5250

Item 8.

Financial Statements and Supplementary Data

5250

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

50

Item 9A.

Controls and Procedures

51

Item 9B.

Other Information

52

Item 9A.9C.

Controls and ProceduresDisclosure Regarding Foreign Jurisdictions That Prevent Inspections

5352

Item 9B.

Other InformationPART III

53

PART III

Item 10.

Directors, Executive Officers and Corporate Governance

5452

Item 11.

Executive Compensation

5452

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

5452

Item 13.

Certain Relationships and Related Transactions, and Director Independence

53

Item 14.

Principal Accountant Fees and Services

53

PART IV

Item 15.

Exhibit and Financial Statement Schedules

54

Item 14.16.

Principal Accounting Fees and ServicesForm 10-K Summary

5457

PART IV

Item 15.

Item 16.Signatures

Exhibits, Financial Statement Schedules

Form 10-K Summary

55

58

Signatures

2


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SPECIAL NOTE REGARDING FORWARD‑LOOKINGFORWARD-LOOKING STATEMENTS

ThisFrom time to time, in periodic reports and oral statements and in this Annual Report on Form 10‑K contains10-K, we present statements about future events and expectations that constitute forward‑lookingforward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward‑lookingForward-looking statements are based on our beliefs, assumptions and expectations of our future financial and operating performance and growth plans, taking into account the information currently available to us. These statements are not statements of historical fact. Forward‑lookingForward-looking statements involve risks and uncertainties that may cause our actual results to differ materially from the expectations of future results we express or imply in any forward‑lookingforward-looking statements. In addition to the other factors discussed under "Risk Factors" elsewhere in this report, factors that could contribute to these differences include, but are not limited to:

·

our ability to raise capital in the future;

·

our ability to successfully execute our growth strategies;

·

our ability to successfully open new restaurants, acquire franchise restaurants and/or execute other strategic transactions;

initiatives;

·

our ability to increase and/or maintain dine-in and to-go sales andas well as profits at our existing restaurants;

·

our ability to integrate the franchise or other restaurants which we acquire or develop;

·

the continued service of key management personnel;

·

the impact of health epidemics or pandemics on our business including restrictions or regulations on our operations;

health, dietary and other concerns about our food products;

·

our ability to attract, motivate and retain qualified employees;

·

the impact of federal, state or local government laws and regulations relating to our employees and the sale of food and alcoholic beverages;

·

the impact of litigation, including remedial actions, payment of damages and expenses and negative publicity;

·

disruptions to the costavailability and price of our principal food products;

and beverage products and all other operating costs;

·

labor shortages or increased labor costs, such as health care,federal or state minimum wage changes, market wage levels, health care, sick pay and workers’ compensation insurance costs;

·

inflationary increases in the costs of construction, including labor and material costs, and/or real estate;

·

changes in consumer preferences and demographic trends;

·

the impact of initiatives by competitors and increased competition generally;

·

our ability to successfully expand into new and existing domestic and international markets;

·

risks associated with partnering in markets with franchisees or other investment partners with whom we have no prior history and whose interests may not align with ours;

·

risks associated with developing new restaurant concepts and our ability to opensuccessfully operating new concepts;

security breaches or technology failures including failure to protect and maintain the security of confidential guest, vendor and employee information, either internally or by one of our vendors, compliance with privacy and data protection laws and risks of failures or breaches of our data protection systems;

3

·

security breaches of confidential customer information in connection with our electronic processing of credit and debit card transactions or the failure of our information technology systems;

·

the rate of growth of general and administrative expenses associated with building a strengthened corporate infrastructure to support our growth initiatives;

·

negative publicity regarding food safety, health concerns and other food or beverage related matters, including the integrity of our or our suppliers’ food processing;

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·

our franchisees’ adherence to the terms of thetheir franchise agreement;

agreements;

·

potential fluctuation in our quarterly operating results due to seasonality and other factors;

·

supply and delivery shortages or interruptions;

·

our ability to adequately protect our intellectual property;

·

our ability to adequately protect the physical security of our employees, guests and restaurants;

our ability to raise capital in the future;

volatility of actuarially determined self-insurance losses and loss estimates;

·

adoption of new, or changes in existing, accounting policies and practices;

·

changes in and/or interpretations of federal and state tax laws;

·

adverse weather conditions which impact guest traffic at our restaurants; and

·

unfavorable general economic conditions in the markets in which we operate that adversely affect consumer spending.

The words "believe," "may," "should," "anticipate," "estimate," "expect," "intend," "objective," "seek," "plan," "strive," "goal," "projects," "forecasts," "will" or similar words or, in each case, their negative or other variations or comparable terminology, identify forward‑forward-looking statements. We qualify any forward‑lookingforward-looking statements entirely by these cautionary factors.

Other risks, uncertainties and factors, including those discussed under "Risk Factors," or those currently deemed immaterial or unknown, could cause our actual results to differ materially from those projected in any forward‑lookingforward-looking statements we make.

We assume no obligation to publicly update or revise these forward‑lookingforward-looking statements for any reason or to update the reasons actual results could differ materially from those anticipated in these forward‑lookingforward-looking statements, even if new information becomes available in the future.future, except as required by applicable law.

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PART I

ITEM 1—1. BUSINESS

Texas Roadhouse, Inc. (the "Company""Company," "we," "our" and/or "us") was incorporated under the laws of the state of Delaware in 2004. The principal executive office is located in Louisville, Kentucky.

General Development of BusinessIntroduction

The Company is a growing restaurant company operating predominatelypredominantly in the casual dining segment. Our late founder, chairman and chief executive officer, W. Kent Taylor, started the business in 1993 with the opening of the first Texas Roadhouse restaurant in Clarksville, Indiana. Since then, we have grown to 549three concepts with 741 restaurants in 49 states and seventen foreign countries. Our mission statement is "Legendary Food, Legendary Service®." Our operating strategy is designed to position each of our casual dining restaurants as the local hometown favorite for a broad segment of consumers seeking high quality, affordable meals served with friendly, attentive service. As of December 26, 2017,2023, we owned and operated 462635 restaurants and franchised an additional 7058 domestic restaurants and 1748 international restaurants.

Financial Information about Operating Segments

We consider our restaurant and franchising operations as similar and have aggregated them into a single reportable segment. The majority of the restaurants operate in the U.S. within the casual dining segment of the restaurant industry, providing similar products to similar customers, and possessing similar pricing structures, resulting in similar long‑term expected financial performance characteristics. Each of our 462 company restaurants is considered an operating segment. 

Narrative Description of BusinessRestaurant Concepts

Of the 462635 restaurants we owned and operated at the end of 2017,2023, we operated 440582 as Texas Roadhouse restaurants, and 2045 as Bubba’s 33 restaurants. In addition, we operated two restaurants outside of the casual dining segment. In 2018, we plan to open approximately 30 companyand eight as Jaggers restaurants.  While the majority of our restaurant growth in 2018 will be Texas Roadhouse restaurants, we currently expect to open up to seven Bubba’s 33 restaurants.  Throughout this report, we use the term "restaurants" to include Texas Roadhouse and Bubba’s 33, unless otherwise noted.

Texas Roadhouse is a moderately priced, full‑service,full-service, casual dining restaurant concept offering an assortment of specially seasoned and aged steaks hand‑hand-cut daily on the premises and cooked to order over open grills. In addition to steaks, we also offer our guests a selection of ribs, seafood, chicken, pork chops, pulled pork and vegetable plates, and an assortment of hamburgers, salads and sandwiches. The majority of our entrées include two made‑from‑scratchmade-from-scratch side items, and we offer all our dine-in guests a free unlimited supply of roasted in‑shellin-shell peanuts and fresh baked yeast rolls.

Bubba’s 33 is a family-friendly, sportsmoderately priced, full-service, casual dining restaurant concept featuring scratch-made food ice coldfor all with a little rock 'n' roll, ice-cold beer and signature drinks. Our menu features burgers, pizza and wings as well as a wide variety of appetizers, sandwiches and dinner entrées. Our first Bubba’s 33 restaurant opened in May 2013 in Fayetteville, North Carolina.

Jaggers is a fast-casual restaurant concept offering burgers, hand-breaded chicken tenders and chicken sandwiches served with scratch-made sauces. In addition, we offer fresh salads that are made-to-order and served with homemade dressings. Jaggers offers drive-thru, carry-out and dine-in service options. We also offer delivery services at certain locations. Our first Jaggers restaurant opened in December 2014 in Noblesville, Indiana.

Throughout this report, we use the term "restaurants" to include Texas Roadhouse and Bubba’s 33, unless otherwise noted.

Segment Information

We manage our restaurant and franchising operations by concept and as a result have identified Texas Roadhouse, Bubba’s 33, Jaggers and retail initiatives (including our online store and royalty-based licensing arrangements) as separate operating segments. In addition, we have identified Texas Roadhouse and Bubba's 33 as reportable segments.

Operating Strategy

The operating strategy that underlies the growth of our conceptsrestaurants is built on the following key components:

·

Offering high quality, freshly prepared food. We place a great deal of emphasis on providing our guests with high quality, freshly prepared food. At our Texas Roadhouse restaurants, we hand‑cut all but one of our assortment of steaks and make our sides from scratch. As part of our process, we have developed proprietary recipes to provide consistency in quality and taste throughout all restaurants. We expect a management level employee to inspect every entrée before it leaves the kitchen to confirm it matches the guest’s order and meets our standards for quality, portion size, appearance and presentation. In addition, we employ a team of product coaches whose function is to provide continual, hands‑onhands-on training and education to our kitchen staff for the purpose of promoting consistent adherence to recipes, food preparation procedures, food safety standards and overall food appearance, freshness and portion size.

quality.

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·

Creating a fun and comfortable atmosphere with a focus on high quality service. We believe the service quality and atmosphere we establish in our restaurants is a key component for fostering repeat business. In our full-service restaurants, we focus on keeping our table-to-server ratios low to allow our servers to truly focus on their guests and serve their needs in a personal, individualized manner. Our Texas Roadhouse restaurants feature a rustic southwestern lodge décor accentuated with hand-painted murals, neon signs, and southwestern prints, rugs and artifacts. Additionally, our restaurants continuously play upbeat country hits. Our Bubba’s 33 restaurants feature walls lined with televisions playing sporting events and music videos and are decorated with sports jerseys, neon signs and other local flair. Our fast-casual concept, Jaggers, offers both drive-thru and dining room service in a modern design featuring a contemporary exterior and a comfortable and inviting dining room.

Offering performance‑performance-based manager compensation. WeAs part of our effort to maintain a people-first culture, we offer a performance‑basedperformance-based compensation program supported by competitive benefits and health programs to our individual restaurant managers and multi‑multi-restaurant operators, who are called "managing partners" and "market partners," respectively. Each of these partners earns a base salary plus a performance bonus, which represents a percentage of each of their respective restaurant’s pre‑taxpre-tax income. By providing our partners with a significant stake in the success of our restaurants, we believe that we are able to attract and retain talented, experienced and highly motivated managing and market partners.

·

Offering attractive price points. When we evaluate menu pricing, we focus on remaining disciplined as we balance short-term pressures with long-term growth while always keeping our guest top of mind. Prices are reviewed individually in each local market and are offered at moderate price points that we believe are as low as or lower than those offered by our competitors without sacrificing food quality. Within each menu category, we offer a choice of several price points with the goal of fulfilling each guest’s budget and value expectations. Based on the results of our pricing evaluations, we will continue to take pricing actions we feel are needed.

Focusing on dinner. In a high percentagenearly all of our Texas Roadhouse restaurants, we limit our operating hours to dinner only during the weekdays with approximately one half of our restaurants offering lunch on Friday. By focusingThis focus on dinner allows our restaurant teams have to prepare for and manage only one shift per day during the week. We believe this allows our restaurant teamsweek and to offer higher quality, more consistent food and service to our guests. In addition, we believe the dinner focus provides a better "quality‑of‑life" for our management teams and, therefore, is a key ingredient in attracting and retaining talented and experienced management personnel.

·

Offering attractive price points.  We offer our food and beverages at moderate price points that we believe are as low as or lower than those offered by many of our competitors. Within each menu category, we offer a choice of several price points with the goal of fulfilling each guest’s budget and value expectations. For example, at our Texas Roadhouse restaurants, our steak entrées, which include the choice of two side items, generally range from $9.99 to $10.99 for our 6‑ounce Sirloin to $26.99 for our 23‑ounce Porterhouse T‑Bone. The per guest average checkprepare for the Texas Roadhouse restaurants we owned and operated in 2017 was $16.83. Per guest average check represents restaurantsignificant volumes of sales divided by the number of guests served. We consider each sale of an entrée to be a single guest served. Our per guest average check is higher as a result of our weekday dinner only focus.  At our Bubba’s 33 restaurants, our entrées range from $9.49 for our Classic Cheeseburger to $19.99 for our 16 inch Meaty Meaty pizza. 

·

Creating a fun and comfortable atmosphere with a focus on high quality service.  We believe the service quality and atmosphere we establish in our restaurants is a key component for fostering repeat business. We focus on keeping our table‑to‑server ratios low to allow our servers to truly focus on their guests and serve their needs in a personal, individualized manner. Our Texas Roadhouse restaurants feature a rustic southwestern lodge décor accentuated with hand‑painted murals, neon signs, and southwestern prints, rugs and artifacts. Additionally, we offer jukeboxes, which continuously play upbeat country hits.  Our Bubba’s 33 restaurants feature walls lined with televisions playing sports events and music videos and are decorated with sports jerseys, neon signs and other local flair. 

generate.

Restaurant Development and Unit PrototypeEconomics

We consistently evaluate opportunities to develop restaurants in new and Economics

We design our restaurant prototypes to provide a relaxed atmosphere for our guests, while also focusing on restaurant‑level returns over time.existing markets. Our current prototypical Texas Roadhouse restaurants consist of a freestanding building with approximately 7,100 to 7,500 square feet of space constructed on sites of approximately 1.7 to 2.0 acres or retail pad sites, with seating of approximately 58 to 68 tables for a total of 270 to 300 guests, including 18 bar seats, and parking for approximately 160 vehicles either on‑site or in combination with some form of off‑site cross parking arrangement. Our current prototypes are adaptable to in‑line and end‑cap locations and/or spaces within an enclosed mall or a shopping center.  Our prototypical Bubba’s 33 restaurant remains under development as we continue to open additional restaurants.  We expect most future Bubba’s 33 restaurants to range between 7,100 and 7,600 square feet depending on the location with seating for approximately 270 guests.

6


As of December 26, 2017, we leased 322 properties and owned 140 properties. Our 2017 average unit volume for all Texas Roadhouse company restaurants open before June 28, 2016 was $5.0 million. The time required for a new Texas Roadhouse restaurant to reach a steady level of cash flow is approximately three to six months. For 2017, the average capital investment, including pre‑opening expenses and a capitalized rent factor, for the 23 Texas Roadhouse company restaurants opened during the year was approximately $5.3 million, broken down as follows:

 

 

 

 

 

 

 

 

 

 

 

 

    

Average Cost

    

Low

    

High

 

Land(1)

 

$

1,265,000

 

$

750,000

 

$

2,300,000

 

Building(2)

 

 

2,170,000

 

 

1,595,000

 

 

3,095,000

 

Furniture and Equipment

 

 

1,150,000

 

 

1,010,000

 

 

1,255,000

 

Pre-opening costs

 

 

660,000

 

 

425,000

 

 

1,165,000

 

Other(3)

 

 

5,000

 

 

 

 

75,000

 

Total

 

$

5,250,000

 

 

 

 

 

 

 


(1)

Represents the average cost for land acquisitions or 10x’s initial base rent in the event the land is leased.

(2)

Includes site work costs.

(3)

Primarily liquor licensing costs, where applicable. This cost varies based on the licensing requirements in each state.

Our average capital investment for Texas Roadhouse restaurants opened in 2016 and 2015 was $5.0 million and $4.7 million, respectively. The increase in our 2017 average capital investment was primarily due to higher building costs at certain more expensive locations. We expect our average capital investment for restaurants to be opened in 2018 to be approximately $5.3 million.

Our average capital investment for the Bubba’s 33 restaurants opened in 2017, 2016 and 2015 was $6.1 million, $6.5 million and $6.1 million, respectively. The decrease in our 2017 average capital investment was primarily due to lower costs associated with a smaller prototype. We expect our average capital investment for restaurants to be opened in 2018 to be approximately $6.8 million. The increase in our 2018 average capital investment is primarily due to higher costs at one urban site in New Jersey as well as higher rent and pre-opening costs. We continue to evaluate our Bubba’s 33 prototype. 

We remain focused on driving sales and managing restaurant investment costs in order to maintain our restaurant development in the future.  Our capital investment (including cash and non‑cash costs) for new restaurants varies significantly depending on a number of factors including, but not limited to: the square footage, layout, scope of any required site work, type of construction labor (union or non‑union), local permitting requirements, our ability to negotiate with landowners and/or landlords, cost of liquor and other licenses and hook‑up fees, geographical location and weather delays.

Site Selection

We continue to refine our site selection process.process is critical to our growth strategy. In analyzing each prospective site, our real estate team as well as ourand restaurant market partners devotesdevote significant time and resources to the evaluation of local market demographics, population density, household income levels and site‑specificsite-specific characteristics such as visibility, accessibility, traffic generators, proximity of other retail activities and competitors, traffic counts and parking. We work actively with experienced real estate brokers in target markets to select high quality sites and to maintain and regularly update our database of potential sites.

We typically require threedesign our restaurant prototypes to six monthsprovide a relaxed atmosphere for our guests, while also focusing on restaurant-level returns over time. Our current prototypical Texas Roadhouse restaurant consists of a freestanding building with approximately 7,600 to locate, approve8,400 square feet with seating for approximately 270 to 325 guests and controlparking for approximately 180 vehicles either on-site or in combination with some form of off-site cross parking arrangement. Our current prototypes are adaptable to in-line and end-cap locations and/or spaces within an enclosed mall or a shopping center.

Our current prototypical Bubba’s 33 restaurant consists of a freestanding building with approximately 7,600 square feet with seating for approximately 270 to 330 guests. Some locations include patio seating for approximately 60 guests. Parking is targeted for approximately 180 vehicles either on-site or in combination with some form of off-site cross parking arrangement.

Our capital investment for new restaurants, which includes an estimate of pre-opening expense and a 10x initial base rent factor for those sites that are leased, varies significantly depending on a number of factors. These factors include, but are not limited to: the concept, square footage, layout, scope of required site work, geographical location, supply chain costs, type of construction labor (union or non-union), local permitting requirements, our ability to negotiate with landowners and/or landlords, cost of liquor and typically six to 12 additional months to obtain necessary permits. Upon receiptother licenses and pre-opening expense.

6

Table of permits, we require approximately four to five months to construct, equip and open a restaurant.

Contents

For 2023 and 2022, our average capital investment for Texas Roadhouse restaurants was $7.9 million and $6.9 million, respectively. The increase in our 2023 average capital investment was primarily due to an increase in building and site work costs and an increase in liquor license costs. We expect our average capital investment for restaurants to be opened in 2024 to remain flat at approximately $7.9 million.

For 2023 and 2022, our average capital investment for Bubba’s 33 restaurants was $8.2 million and $7.8 million, respectively. The increase in our 2023 average capital investment was primarily due to an increase in pre-opening costs at one particular site. We expect our average capital investment for restaurants to be opened in 2024 to be approximately $8.5 million.

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Existing Restaurant Locations

As of December 26, 2017,2023, we had 462635 company restaurants and 87106 franchise restaurants in 49 states and seventen foreign countries as shown in the chart below.

 

 

 

 

 

 

 

 

Number of Restaurants

 

    

Company

    

Franchise

    

Total

 

Number of Restaurants

 

    

Company

    

Franchise

    

Total

 

Alabama

 

 8

 

 

 8

 

 

10

 

 

10

Alaska

 

 2

 

 

 2

 

 

2

 

 

2

Arizona

 

17

 

 

17

 

 

20

 

 

20

Arkansas

 

 4

 

 

 4

 

 

9

 

 

9

California

 

 3

 

 7

 

10

 

 

8

11

 

19

Colorado

 

15

 

 1

 

16

 

 

17

 

1

 

18

Connecticut

 

 5

 

 

 5

 

 

5

 

 

5

Delaware

 

 2

 

 2

 

 4

 

 

5

 

 

5

Florida

 

30

 

 1

 

31

 

 

44

 

 

44

Georgia

 

 7

 

 6

 

13

 

 

16

 

3

 

19

Idaho

 

 5

 

 

 5

 

 

6

 

 

6

Illinois

 

15

 

 

15

 

 

19

 

 

19

Indiana

 

18

 

 8

 

26

 

 

28

 

8

 

36

Iowa

 

 9

 

 

 9

 

 

11

 

 

11

Kansas

 

 5

 

 1

 

 6

 

 

7

 

1

 

8

Kentucky

 

11

 

 2

 

13

 

 

19

 

3

 

22

Louisiana

 

 9

 

 1

 

10

 

 

10

 

1

 

11

Maine

 

 3

 

 

 3

 

 

3

 

 

3

Maryland

 

 7

 

 6

 

13

 

 

14

 

 

14

Massachusetts

 

10

 

 1

 

11

 

 

10

 

1

 

11

Michigan

 

14

 

 3

 

17

 

 

21

 

3

 

24

Minnesota

 

 4

 

 

 4

 

 

7

 

 

7

Mississippi

 

 3

 

 

 3

 

 

3

 

 

3

Missouri

 

14

 

 

14

 

 

18

 

 

18

Montana

 

 

 1

 

 1

 

 

2

 

1

 

3

Nebraska

 

 3

 

 1

 

 4

 

 

4

 

 

4

Nevada

 

 1

 

 

 1

 

 

4

 

 

4

New Hampshire

 

 3

 

 

 3

 

 

3

 

 

3

New Jersey

 

 7

 

 

 7

 

 

10

 

 

10

New Mexico

 

 5

 

 

 5

 

 

9

 

 

9

New York

 

18

 

 

18

 

 

22

 

 

22

North Carolina

 

18

 

 

18

 

 

21

 

1

 

22

North Dakota

 

 2

 

 1

 

 3

 

 

2

 

1

 

3

Ohio

 

30

 

 2

 

32

 

 

36

 

1

 

37

Oklahoma

 

 7

 

 

 7

 

 

10

 

 

10

Oregon

 

 2

 

 

 2

 

 

2

 

 

2

Pennsylvania

 

23

 

 6

 

29

 

 

27

 

6

 

33

Rhode Island

 

 3

 

 

 3

 

 

3

 

 

3

South Carolina

 

 2

 

 6

 

 8

 

 

9

 

 

9

South Dakota

 

 2

 

 

 2

 

 

2

 

 

2

Tennessee

 

13

 

 2

 

15

 

 

18

 

1

 

19

Texas

 

63

 

 5

 

68

 

 

87

6

 

93

Utah

 

 9

 

 1

 

10

 

 

10

 

1

 

11

Vermont

 

 1

 

 

 1

 

 

1

 

 

1

Virginia

 

15

 

 

15

 

 

22

 

 

22

Washington

 

 1

 

 

 1

 

 

2

 

1

 

3

West Virginia

 

 2

 

 3

 

 5

 

 

4

 

3

 

7

Wisconsin

 

10

 

 3

 

13

 

 

11

 

4

 

15

Wyoming

 

 2

 

 

 2

 

 

2

 

 

2

Total domestic restaurants

 

462

 

70

 

532

 

 

635

 

58

 

693

Bahrain

 

 

 1

 

 1

 

1

1

China

1

1

South Korea

8

8

Kuwait

 

 

 3

 

 3

 

 

 

3

 

3

Mexico

3

3

Philippines

 

 

 2

 

 2

 

 

 

16

 

16

Qatar

 

 

 2

 

 2

 

 

 

1

 

1

Saudi Arabia

 

 

 1

 

 1

 

 

 

5

 

5

Taiwan

 

 

 3

 

 3

 

5

5

United Arab Emirates

 

 

 5

 

 5

 

5

5

Total international restaurants

 

 

17

 

17

 

 

 

48

 

48

Total system-wide restaurants

 

462

 

87

 

549

 

 

635

 

106

 

741

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Table of Contents

Food

Food

Menu. Our restaurants offer a wide variety of menu items at attractive prices that are designed to appeal to a broad range of consumer tastes. At Texas Roadhouse restaurants, our dinner entrée prices generally range from $8.99 to $26.99. Wewe offer a broad assortment of specially seasoned and aged steaks, all cooked over open grills and all but one hand‑cuthand-cut daily on the premises. We also offer our guests a selection of ribs, seafood, chicken, pork chops, pulled pork and vegetable plates, and an assortment of hamburgers,burgers, salads and sandwiches. Entrée prices include unlimitedroasted in-shell peanuts, fresh baked yeast rolls and most include the choice of two made‑from‑scratchmade-from-scratch sides. Other menu items include specialty appetizers such as the "Cactus Blossom®" and "Rattlesnake Bites®"Bites". We also provide a "12 & Under" menu for children that includes a selection of smaller-sized entrées served with one side item and a beverage at prices generally between $3.99 and $8.99.  beverage.

At Bubba’s 33 restaurants, our menu prices, excluding appetizers, generally range from $9.49 to $19.99.  Wewe offer a broad assortment of burgers, pizza and wings as well as a wide variety of appetizers, sandwiches pizzas and burgers, including our signature bacon grind patty.  In addition, we also offer our guests a selection of chicken, beef and seafood.dinner entrées. Our Bubba’s 33 restaurants also offer an extensive selection of draft beer.beer and signature cocktails. We provide a "12 & Under" menu for children at our Bubba’s 33 restaurants that includes a selection of items, including a beverage, at prices generally between $3.99beverage.

At Jaggers restaurants, we offer fresh, authentic, scratch-made food including double stacked burgers, hand-breaded chicken sandwiches and $5.99.chicken tenders, made-to-order fresh salads and hand-spun milkshakes. We also provide a “12 & Under” menu for children that includes a selection of smaller-sized entrées, a side, a drink and a cookie.

Most of our full-service restaurants feature a full bar that offers an extensivea selection of draft and bottled beer, major brands of liquor and wine as well as made in-house margaritas.margaritas and signature cocktails. Managing partners are encouraged to tailor their beer selection to include regional and local brands. AlcoholicIn 2023, alcoholic beverages at our Texas Roadhouseall company restaurants accounted for 10.5%10.3% of restaurant sales in fiscal 2017.sales.

We always strive to maintain a consistent menu at our restaurants over time.restaurants. We continually review our menu to consider enhancements to existing menu items or the introduction of new items. We change our menu only after guest feedback and an extensive study of the operational and economic implications. To maintain our high levels of food quality and service, we generally remove one menu item for every new menu item introduced to facilitate our ability to execute high quality meals on a focused range of menu items.

We work with a third-party vendor to manage an online tool to provide nutritional information as well as help customers identify known allergens in each of our menu items. This information is available for all concepts.

Food Quality and Safety. We are committed to serving a varied menu of high quality, great tasting food items with an emphasis on freshness. We have developed proprietary recipes to promote consistency in quality and taste throughout all restaurants and provide a unique flavor experience to our guests. At each domestic Texas Roadhouse restaurant, a trained meat cutter hand cuts our steaks and other restaurant employees prepare our side items and yeast rolls from scratch in the restaurants daily. At both Texas Roadhouse and Bubba’s 33 restaurants, we assign individual kitchen employees to the preparation of designated food items in order to focus on quality, consistency, speed and food safety. Additionally, we expect a management level employee to inspect every entrée before it leaves the kitchen to confirm it matches the guest’s order and meets our standards for quality, portion size, appearance and presentation.

We employ a team of product coaches whose function is to provide continual, hands‑hands-on training and education to the kitchen staff in all of our restaurants for the purpose of reinforcing food quality, recipe consistency, food preparation procedures, food safety and sanitation standards, food appearance, freshness and portion size. The product coach team supports substantially all restaurants system‑wide.of our full-service domestic restaurants.

Food safety and sanitation is of utmost importance to us. We currently utilize several additional programs to help facilitate adherence to proper food preparation procedures and food safety standards including our daily taste and temperature procedures. We have a food team whose function, in conjunction with our product coaches, is to develop, enforce and maintain programs designed to promote compliance with food safety guidelines. As a requirement of our quality assurance process, primary food items are purchased from qualified vendors have been inspectedwho are regularly audited by reputable, outside inspection services confirming that the vendor is compliant with United States Food and Drug Administration ("FDA") and United States Department of Agriculture ("USDA") guidelines. guidelines, the results of which are reviewed by our food safety team.

We perform regular food safety and sanitation audits on our restaurants each year and these results are reviewed by various members of operations and management. To maximize adherence to food safety protocols, we have incorporated HACCP (Hazard

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Hazard Analysis Critical Control Points)Points principles and critical procedures (such as hand washing) in each recipe. All restaurant managers are required to complete the American National Standards Institute Certified Food Manager training. In addition, most of our product coaches and certain food team members have obtained or are in the process of obtainingrequired to obtain their Certified Professional-Food Safety designation from the National Environmental Health Association.

Purchasing.Procurement. Our purchasingprocurement philosophy is designed to supply fresh, quality products to the restaurants at competitive prices while maximizing operating efficiencies. We negotiate directly with suppliers for substantially all food and beverage products to maximize quality and freshness and obtain competitive prices.

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Food and supplies are ordered by and shipped directly to theour domestic restaurants. Most food products used in the operation of our restaurants are distributed to individual restaurants through an independent national distribution company. We strive to qualify more than one supplier for all key food items and believe that beef of comparable quality as well as all other essential food and beverage products are available, upon short notice, from alternative qualified suppliers.

Service

Service Quality. We believe that guest satisfaction and our ability to continually evaluate and improve the guest experience at each of our restaurants is important to our success. We employ a team of service coaches whose function is to provide consistent, hands‑onhands-on training and education to our managers and service staff in our restaurants for the purpose of reinforcingdomestic restaurants. This training and education reinforces service quality, teamwork, responsible alcohol service, staff attentiveness and consistency, staff attitude and team work and manage interactionguest interactions in the dining room.room as well as the implementation of new technologies and process changes.

Guest Satisfaction. Through the use of guest surveys, our various websites "texasroadhouse.com" and "bubbas33.com,including "texasroadhouse.com," "bubbas33.com" or "eatjaggers.com," a toll‑freetoll-free guest response telephone line, emails, letters, social media and personal interaction in the restaurant, we receive valuable feedback from guests. Additionally, we employ an outside serviceWe have implemented several programs to administer a "Secret Shopper" program whereby trained individuals periodically dine and comprehensively evaluate the guest experience at each of our domestic restaurants. Particularsatisfaction, with particular attention is given to food, beverage and service quality, cleanliness, staff attitude and teamwork, and manager visibility and interaction. The resulting reports are used for follow up training and providing feedback to both staff and management. We continue to evaluate and implement new processes and technologies relating to guest satisfaction, including reducing guest wait times, and improving host interaction with the guest.guest and improving the to-go experience for our guests.

Atmosphere. The atmosphere of our restaurants is intended to appeal to broad segments of the population including children, families, couples, adults and business persons.population. Substantially all Texas Roadhouse restaurants are of our prototype design, reflecting a rustic southwestern lodge atmosphere. The interiors feature pinewood walls and stained concrete floors and are decorated with hand‑paintedhand-painted murals, neon signs, southwestern prints, rugs and artifacts. The restaurants contain jukeboxes that continuously play upbeat country hits. Guests may also view a display‑bakingdisplay-baking area, where our fresh baked yeast rolls are prepared, and a meat cooler displaying fresh cut steaks. While waiting for a table, guests can enjoy complimentary roasted in‑shell peanuts and upon beingOnce seated at a table, guests can enjoy free fresh baked yeast rolls along with roasted in‑shellin-shell peanuts. Our Bubba’s 33 restaurants feature walls lined with televisions playing a variety of sports events and music videos and are decorated with sports jerseys, neon signs and other local flair. Our fast-casual concept, Jaggers, offers both drive-thru and dining room service in a modern design featuring a contemporary exterior and a comfortable and inviting dining room.

People

Management Personnel. Each of our restaurants is generally staffed with one managing partner oneand a combination of operations, kitchen manager, oneand service manager and one or more additionalmanagers as well as assistant managers. Managing partners are single restaurant operators who have primary responsibility for the day‑to‑dayday-to-day operations of the entire restaurant. Operations managers support the managing partner in overall operations including oversight over the kitchen and service departments. Kitchen managers have primary responsibility for managing sections of the kitchen staff and certain kitchen operations relating to ourincluding food production, preparation, execution and food quality and servicestandards. Service managers have primary responsibility for managing oursections of the front of house staff and certain dining room, bar and to-go operations including service quality and the guest experiences.  The assistantexperience. Assistant managers support our managing partners, operations managers and kitchen and service managers; these managers are collectively responsible for the operations of the restaurant in the absence of a managing partner.managers. All managers are responsible for maintaining our standards of quality and performance.

We use market partners to oversee the operation of our restaurants. Generally, eachEach market partner may oversee as many as 10 to 15oversees a group of varying sizes of managing partners and their respective management teams. Market partners are also responsible for the hiring and development of each restaurant’s management team and assisting in the site selection process. Through regular visits to the restaurants, the market partners facilitate adherence to all aspects of our concepts, strategies and standards of quality. To further facilitate adherence to our standards of quality and to maximize uniform execution

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throughout the system, we employ product coaches and service coaches who regularly visit the restaurants to assist in training of both new and existing employees and to grade food and service quality. The attentive service and high quality food, which results from each restaurant having a managing partner, at least two to threefour managers and the hands‑onhands-on assistance of a product coach and a service coach, are critical to our success.

Managing partners and market partners are required, as a condition of employment, to sign a multi-year employment agreement. The annual compensation of our managing partners and market partners includes a base salary plus a percentage of pre-tax income of the restaurant(s) they operate or supervise. Managing partners and market partners are eligible to participate in our equity incentive plan and are required to make refundable deposits at the time of hire, that reinforces an ownership mentality. Generally, the deposits are refunded after five years of continuous service.

Training and Development. All restaurant employees are required to complete varying degrees of training before and during employment. Our comprehensive training program emphasizes our operating strategy, procedures and standards, including responsible alcohol service, and is typically conducted individually at our restaurants andor in groups in Louisville, Kentucky.throughout the country.

Our managing and market partners are generally required to have significant experience in the full‑full-service restaurant industry and are generally hired at a minimum of nine to 12 months before their placement in a new or

10


existing restaurant to allow time to fully train in all aspects of restaurant operations. All managing partners, kitchen and service managers and other management employees are required to complete an extensive training program of up to 20 weeks, which includes training for every position in the restaurant. Trainees are validated at pre‑determinedpre-determined points during their training by a market partner, managing partner, product coach and service coach.

AWe have designated a number of our restaurants have beento be certified as training centers by our training department. This certification confirms that the training center adheresThese stores are utilized to establishedtrain our new and existing managers to ensure compliance with all operating procedures and guidelines. Additionally, most restaurants are staffed with training coordinators responsible for ongoing daily training needs.

For new restaurant openings, a full team of designated trainers, each specializing in a specific restaurant position, is deployed to the restaurant at least 10ten days before opening. Formal employee training begins seven days before opening and follows a uniform, comprehensive training course as directed by a service coach.

Marketing

Our marketing strategy aims to promote our brands while retaining a localized focus. We strive to increase comparable restaurant sales by increasing the frequency of visits by our current guests and attracting new guests to our restaurants and also by communicating and promoting our brands’concepts’ food quality, the guest experience and value. We accomplish these objectives through three major initiatives.

Local Restaurant Marketing. Given our strategy to be a neighborhood destination, local restaurant marketing is integral in developing brand awareness in each market. Managing partners are encouraged to participate in creative community‑basedcommunity-based marketing. We also engage in a variety of promotional activities, such as contributing time, money and complimentary meals to charitable, civic and cultural programs. We employ marketing coordinators at the restaurant and market level to develop and execute the majority of the local marketing strategies.

In‑restaurantIn-restaurant Marketing. A significant portion of our marketing fund is spent communicating with our guests inside our restaurants through point of purchase materials. We believe special promotions such as Valentine’s Day, Mother’s Day and Mother’sVeterans Day drive notable repeat business. Our eight‑weekeight-week holiday gift card campaign is one of our most impactful promotions.

Advertising. Our restaurants do not rely on national television or print advertising to promote the brand.our brands. Earned media on a local levelmedia is a critical part of our strategy that features our products and people. Our restaurants use a permission‑basedpermission-based email loyalty program, as well as social media and digital marketing, to promote the brand and engage with our guests. Our approach to media aligns with our focus on local store marketing and community involvement. Additionally, we continue to look for ways through various strategic initiatives to drive awareness and guest engagement with our brands. This includes the introduction of branded food and retail products that are available for purchase online or in select retailers. These products include non-royalty based food and accessories as well as licensing arrangements for certain non-alcoholic beverages.

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Table of Contents

Restaurant Franchise Arrangements

Franchise Restaurants.As of December 26, 2017,2023, we had 22 21 franchisees that operated 87106 Texas Roadhouse and Jaggers restaurants in 2320 states and seventen foreign countries. Domestically, franchise rights for our Texas Roadhouse restaurants are granted for specific restaurants only, as we have not granted any rights to develop a territory in the United States.territory. We are currently not accepting new domestic Texas Roadhouse franchisees. Approximately 75%85% of our franchise restaurants are operated by nineten franchisees and no franchisee operates more than 1316 restaurants.

Our standard Texas Roadhouse domestic franchise agreement has a term of 10ten years with two renewal options for an additional five years each if certain conditions are satisfied. Our current form of domestic franchise agreement generally requires the franchisee to pay a royaltyfranchise fee of 4.0%for each restaurant opened and royalties based on a percentage of gross sales. We may, at our discretion, waive or reduce the royalty fee on a temporary or permanent basis. "Gross sales" means the total selling price of all services and products related to the restaurant. Gross sales do not include:

·

employee discounts or other discounts;

·

tips or gratuities paid directly to employees by guests;

·

any federal, state, municipal or other sales, value added or retailer’s excise taxes; or

·

adjustments for net returns on salable goods and discounts allowed to guests on sales.

11


DomesticIn addition, domestic Texas Roadhouse franchisees are currently required to pay 0.3%a percentage of gross sales to a national marketing fund for system‑widesystem-wide promotions and related marketing efforts. We have the ability under our agreements to increase the required marketing fund contribution up to 2.5% of gross sales. We may also charge a marketing fee of 0.5% of gross sales, which we may use for market research and to develop system‑wide promotional and marketing materials. A franchisee’s total required marketing contribution or spending will not be more than 3.0% of gross sales.

Our standard domestic franchise agreement gives us the right, but not the obligation, to compel a franchisee to transfer its assets to us in exchange for shares of our stock, or to convert its equity interests into shares of our stock. The amount of shares that a franchisee would receive is based on a formula that is included in the franchise agreement.

We have entered into area development and franchise agreements for the development and operation of Texas Roadhouse restaurants in several foreign countries. In 2010, we entered into an agreement for the development of Texas Roadhouse restaurants in eight countries in the Middle East over a 10-year period.  In 2015, we amended our agreement in the Middle East to addand one additional country to theU.S. territory. In addition to the Middle East, we currently have signed franchise and/or development agreements for the development of Texas Roadhouse restaurants in Taiwan, the Philippines, Mexico, China and South Korea. We currently have 12 restaurants open in five countries in the Middle East, three restaurants open in Taiwan and two in the Philippines for a total of 17 restaurants in seven foreign countries. For the existing international agreements, the franchisee is generally required to pay us a franchise fee for each restaurant to be opened, royalties on the gross sales of each restaurant and a development fee for our grant of development rights in the named countries. The termcountries, a franchise fee for each restaurant to be opened and royalties on the sales of each restaurant.

We have also entered into area development agreements for Jaggers, our fast-casual concept. Currently, we have agreements in place that allow for the development and operation of restaurants in specific territories in Texas, Oklahoma, and North Carolina. As part of these agreements, maythe franchisees are required to pay us a development fee for our grant of development rights in the named territories, a franchise fee for each restaurant to be extended.opened and royalties based on a percentage of gross sales. We anticipate thatopened our first two Jaggers franchise restaurants in 2023.

Our standard Texas Roadhouse and Jaggers domestic franchise agreements give us the specific business terms of any futureright, but not the obligation, to compel a franchisee to transfer its interests to us based on pre-determined formulas included in our franchise agreement for international restaurants might vary significantly from the standard termsagreements.

Any of our domestic agreements and from the terms of existing international agreements, depending on the territory to be franchised and the extent of franchisor‑provided services to each franchisee.

Any of ourarea development or franchise agreements, whether domestic or international, may be terminated if the franchisee defaults in the performance of any of its obligations under the development or franchise agreement, including its obligations to develop the territory or operate its restaurants in accordance with our standards and specifications. A franchise agreement may also be terminated if a franchisee becomes insolvent, fails to make its required payments, creates a threat to the public health or safety, ceases to operate the restaurant, or misuses the Texas Roadhouseour trademarks.

Franchise Compliance Assurance. We have various systems in place to promote compliance with our systems and standards, both during the development and operation of franchise restaurants. We actively work with our franchisees to support successful franchise operations as well as compliance with the Texas Roadhouseour standards and procedures. During the restaurant development phase, we consent to the selection of restaurant sites and make available copies of our prototype building plans to franchisees. In addition, we ensure that the building design is in compliance with our standards. We provide training to the managing partner and up to three other managers of a franchisee’s first restaurant. We also provide trainers to assist in the opening of every domestic franchise restaurant;restaurant and we provide trainers to assist our international franchisees in the opening of their restaurants until such time as they develop an approved restaurant opening training program. Finally, on an ongoing basis, we conduct reviews on all franchise restaurants to determine their level of effectiveness in executing our concept at a variety of operational levels. Our franchisees are required to follow the same standards and procedures regarding equipment and food purchases, preparation and safety procedures as we maintain in our company restaurants. Reviews are conducted by seasoned operations teams and focus on key areas including health, safety and execution proficiency.

Management Services. We provide management services to 24 of thecertain domestic franchise restaurants, some in which we and/or our founder have an ownership interest and six additional franchise restaurantsothers in which neither we nor our founder have anno ownership interest. Such management services may include accounting, operational supervision, human resources, training, and food, beverage and equipment consulting for which we receive monthly fees of up to 2.5% of gross sales.fees. We also make available to these restaurants certain legal services, restaurant employees and employee benefits on a pass‑throughpass-through cost basis. In addition, we receive a monthly fee from eight franchise restaurants in which we have an ownership interest and 16 franchise restaurants in which neither we nor our founder have an ownership interest for providing payroll and accounting services.

Information Technology

All of our company restaurants utilize computerized management information systems, which are designed to improve operating efficiencies, provide restaurant and Support Center management with timely access to financial and

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operating data and reduce administrative time and expense. With our current information systems, we have the ability to

12


query, report and analyze this intelligent data on a daily, weekly, period,monthly, quarterly and year‑to‑dateyear-to-date basis and beyond, on a company‑wide,company-wide, concept, regional, market or individual restaurant basis. Together, this enables us to closely monitor sales food and beverage costs and labor and operating expenses at each of our restaurants.restaurants throughout all concepts. We have a number of systems and reports that provide comparative information that enables both restaurant and Support Center management to supervise the financial and operational performance of our restaurants and to recognize and understand trends in the business. Our accounting department uses a standard, integrated system to prepare monthly profit and loss statements, which provides a detailed analysis of sales and costs. These monthly profit and loss statements are compared both to the restaurant‑prepared reports and to prior periods. Restaurant hardware and software support for all of our restaurants is provided and coordinated from the restaurant Support Center in Louisville, Kentucky. Currently,

In the course of business, we utilize cable, digital subscriber lines (DSL)gather and maintain sensitive information from our guests, employees, partners and business operations. To protect this information, we have created and implemented a detailed set of procedures that are informed by recognized national and international standards. We have implemented extensive detective and preventative controls designed to ensure the appropriate level of protection for the confidentiality, integrity and availability of data stored on or T‑1transferred through our information technology at the restaurant level, which serves as a high‑speed, secure communication link between the restaurants and our Support Center as well as our credit and gift card processors. Weresources. Additionally, we guard against business interruption by maintaining a disaster recovery plan, which includes, among other things, storing critical business information off‑site,off-site, maintaining a redundant data center, testing the disaster recovery plan and providing on‑siteon-site power backup.

WeIn addition to cash, we accept credit cards, debit cards and gift cards as payment at our restaurants. We have systems and processes in place that focus on the protection of our guests’ credit and debit card information and other private information that we are required to protect, such as our employees’ personal information. Our systems have been carefully designed and configured to safeguard against data loss or compromise. We submit our systems to regular audit and review, includingensuring compliance with the requirements of Payment Card Industry Data Security Standards. We also periodically scan our networksStandards and to assess vulnerability.vulnerability in our systems. See Risk Factors in Item 1A of this Form 10-K for a discussion of risks associated with breaches of security related to confidential guest and/or employee information.

We have made several digital enhancements to improve the guest experience and better support increased volumes at our restaurants.  These enhancements include a new, fully customized digital experience that allows our guests to get on the waitlist or place an order for pickup or curbside service.  The new digital experience also has added gift card and payment functionality.  We have also implemented texting systems which allows our dine-in guests to wait outside or in their cars and has improved the to-go experience. In addition, we have implemented systems that enable touchless menus and contactless payments, providing a smoother guest checkout experience and enhanced turnaround times. Finally, we have started implementing digital display systems in our kitchens that increase kitchen efficiency, allow us to handle increased volumes and enhance the employee experience.

We believe that our current systems and practice of implementing regular updates will position us well to support our current needs and future growth. Information systems projects are prioritized based on strategic, financial, regulatory and other business advantage criteria.

Competition

Competition in the restaurant industry is intense. We compete with well-established food service companies on the basis of taste, quality and price of the food offered, service, atmosphere, location, take-out and delivery options andas well as the overall dining experience. Our competitors include a large and diverse group of restaurant chains and individual restaurants that range from independent local operators that have opened restaurants in various markets to well‑capitalizedwell-capitalized national restaurant companies.chains. We also face competition from meal kit delivery services as well as the supermarket industry. In addition, improving product offerings of fast casual and quick‑servicequick-service restaurants and better execution of to-go sales, together with negative economic conditions could cause consumers to choose less expensive alternatives. Although we believe that we compete favorably with respect to each of the above factors,channels, other restaurants and retail establishments compete for the same casual dining guests, quality site locations and restaurant‑levelrestaurant-level employees as we do. We expect intense competition to continue inacross all aspects of these areas.the restaurant industry.

Trademarks

Our registered trademarks and service marks include, among others, our trade names and our logologos and proprietary rights related to certain core menu offerings. We have registered all of our significant marks for our restaurants with the United States Patent and Trademark Office. We have registered or have registrations pending for our most significant

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trademarks and service marks in 47multiple foreign jurisdictions including the European Union.jurisdictions. To better protect our brand,brands, we have also registered various Internet domain names. We believe that our trademarks, service marks and other proprietary rights have significant value and are important to our brand‑buildingbrand-building efforts and the marketing of our restaurant concepts.

Government Regulation

We are subject to a variety of federal, state, local and international laws affecting our business. For a discussion of the risks and potential impact on our business of a failure by us to comply with applicable laws and regulations, see Item 1A, Risk Factors.

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Each of our restaurants is subject to permitting and licensing requirements and regulations by a number of government authorities, which may include, among others, alcoholic beverage control, health and safety, sanitation, labor, zoning and public safety agencies in the state and/or municipality in which each restaurant is located. The development and operation of restaurants depends on selecting and acquiring suitable sites that satisfy our financial targets, which are subject to zoning, land use, environmental, traffic and other regulations.

In addition to domestic regulations, our international business exposes us to additional regulations, including antitrust and tax requirements, anti-boycott legislation, import/export and customs regulations and other international trade regulations, the USA Patriot Act and the Foreign Corrupt Practices Act.

We are also subject to laws and regulations relating to the preparation and sale of food, including regulations regarding product safety, nutritional content and menu labeling.  We are or may become subject to laws and regulations requiring disclosure of calorie, fat, trans-fat, salt and allergen content.  Several states and local jurisdictions have adopted or are considering various food and menu nutritional labeling requirements, many of which are inconsistent or are interpreted differently from one jurisdiction to another and many of which may be superseded by the new federal regulations under the Patient Protection and Affordable Care Act of 2010 ("PPACA") which are scheduled to go into effect on May 7, 2018.  However, future regulatory action is expected as a result of the current political environment which may result in changes to the federal nutritional disclosure requirements. 

In 2017, the sale of alcoholic beverages accounted for 10.5% of our Texas Roadhouse restaurant sales.  In order to serve alcoholic beverages in our restaurants, we must comply with alcoholic beverage control regulations which require each of our restaurants to apply to a state authority, and, in certain locations, county or municipal authorities, for a license or permit to sell alcoholic beverages on the premises. These licenses or permits must be renewed annually and may be revoked or suspended for cause at any time. Alcoholic beverage control regulations affect numerous aspects of restaurant operations, including minimum age of patrons and employees, hours of operation, advertising, training, wholesale purchasing, inventory control and handling, storage and dispensing of alcoholic beverages.  State and local authorities in many jurisdictions routinely monitor compliance with alcoholic beverage laws.  The failure of a restaurant to obtain or retain these licenses or permits would have a material adverse effect on the restaurant’s operations.  We are also subject in certain states to "dram shop" statutes, which generally provide a person injured by an intoxicated person the right to recover damages from an establishment that wrongfully served alcoholic beverages to the intoxicated person. Consistent with industry standards, we focus on responsible alcohol service training and carry liquor liability coverage as part of our existing comprehensive general liability insurance as well as excess umbrella coverage.

Our restaurant operations are also subject to federal and state labor laws governing such matters as minimum and tipped wage requirements, overtime pay, health benefits, unemployment tax rates,taxes, workers’ compensation, rates, work eligibility requirements, working conditions, safety standards and hiring and employment practices. We have many restaurants located in states or municipalities where the minimum and/or tipped wage is greater than the federal minimum and/or tipped wage.  In 2016, the Department of Labor published changes related to the Fair Labor Standards Act ("FLSA") which resulted in changes to the threshold for overtime pay.  The changes were scheduled to go into effect on December 1, 2016, however, in late November, a federal judge blocked the implementation.  Despite the injunction, we continued with the implementation of changes to our overtime policies as originally planned.  We have implemented the provisions of the PPACA as it relates to health care reform and related rules and regulations and continue to monitor the impact of this law on our business.  We anticipate that additional legislation increasing minimum and/or tipped wage standards will be enacted in future periods and in other jurisdictions.  Further regulatory action is also expected as a result of the current political environment which may result in changes to healthcare eligibility, design and cost structure.

A significant number of our hourly restaurant personnel receive tips as part of their compensation and are paid at or above a minimum wage rate after giving effect to applicable tips. We rely on our employees to accurately disclose the full amount of their tip income. We base our FICA tax reporting on the disclosures provided to us by suchour tipped employees.

Our facilities must comply with the applicable requirements of the Americans with Disabilities Act of 1990 ("ADA") and related state accessibility statutes. Under the ADA and related state laws, we must provide equivalent service to disabled persons and make reasonable accommodation for their employment. In addition, when constructing or undertaking remodeling of our restaurants, we must make those facilities accessible.

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We are subject to laws relating to information security, privacy, cashless payments and consumer credit protection and fraud. An increasing number of governments and industry groups worldwide have established data privacy laws and standards for the protection of personal information, including social security numbers, financial information (including credit and debit card numbers), and health information.

Seasonality

Seasonality

Our business is also subject to minor seasonal fluctuations. Historically, sales in most of our restaurants have been higher during the winter months of each year. Holidays, changes in weather, severe weather and similar conditions may impact sales volumes seasonally in some operating regions. As a result, our quarterly operating results and comparable restaurant sales may fluctuate as a result ofdue to seasonality. Accordingly, results for any one quarter 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.fluctuate.

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Human Capital Management

Employees

At Texas Roadhouse, we take pride in being a people-first company. As of December 26, 2017,2023, we employed approximately 56,300 people in the company restaurants we own and operate and our corporate Support Center.91,000 people. This amount includes 588included 845 executive and administrative personnel and 2,1603,507 restaurant management personnel, while the remainder were full and part-time hourly restaurant personnel. Many of our hourly restaurant employees work part‑time. None of our employees are covered by a collective bargaining agreement.agreement and we consider our employee relations to be good.

Executive OfficersOur business relies on our ability to attract and retain talented employees. To attract and retain talent, we strive to maintain our people-first culture through shared core values, a performance-based compensation program supported by competitive benefits and health programs with opportunities for our employees to grow and develop in their careers.

Additionally, we believe that diversity and inclusion are vital parts of our culture and what truly makes us legendary. We value and welcome employees of all walks of life to share their talents, gifts and strengths while working in our restaurants and the Support Center, as we strive to reflect the communities we are proud to serve. As a result, we are committed to attracting, retaining, engaging and developing a workforce that mirrors the diversity of our guests and is committed to upholding our shared values. The table below shows the gender and racial and ethnic diversity of our employees as of December 26, 2023:

    

December 26, 2023

Women

People of Color (1)

Support Center

54

%

11

%

Restaurant Managers

39

%

24

%

Hourly Restaurant Employees

 

57

%

40

%

(1)Denotes employees at company restaurants and our Support Center that identify as American Indian/Alaskan Native, Asian, Black/African American, Hispanic/Latino, Native Hawaiian/Pacific Islander or two or more races.

Maintaining our Culture and Core Values. In our restaurants and at our Support Center, we are committed to our shared "Core Values of Passion, Partnership, Integrity, and Fun…all with Purpose". These Core Values form the foundation of who we are as a company and how we interact with respect, appreciation, and fairness towards one another every day.

Performance-based Compensation and Benefits. We support our employees by offering competitive wages and benefits for eligible employees. In addition to salaries, these programs (which vary by employee level) include, among other items, bonuses, stock awards, retirement savings plans with employer matching contributions, healthcare and insurance benefits, health savings and flexible spending accounts, tuition reimbursement, paid time off, paid parental leave and various employee assistance programs.

We also offer a performance-based compensation program to our managing partners and market partners. Each of these positions earn a base salary plus a performance bonus, which represents a percentage of each of their respective restaurant’s pre-tax income. By providing our partners with a significant stake in the success of our restaurants, we believe that we are able to attract and retain talented, experienced and highly motivated managing and market partners.

Personal Development. We motivate and develop our employees by providing them with opportunities for increased responsibilities and advancement. We provide numerous training opportunities for our employees, with a focus on continuous learning and development. With thousands of leadership positions across our restaurants, we provide a pathway and training for thousands of individuals across the country to advance from entry-level jobs into management roles. In addition, our geographic footprint often allows us to offer our restaurant team members relocation options at similar roles due to personal circumstances.

Health and Safety. The health and safety of our employees is a top priority and we are committed to providing a safe workplace, ensuring the safety and well-being of all team members while also ensuring that we are in compliance with all laws and regulations as well as internal policies. This commitment includes the deployment of specific protocols and standards to our restaurants that focus on maintaining the health and safety of our employees.

Andy’s Outreach. Founded in 2005, Andy’s Outreach is a non-profit, tax-exempt organization whose mission is to provide financial support to employees of Texas Roadhouse and their families in times of severe hardship or crisis and in

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cases of tragic or catastrophic need. Andy’s Outreach is mainly funded by the support of Texas Roadhouse employees through payroll contributions, a domestic franchise store that is owned by Andy’s Outreach and other fundraising efforts. Since its inception, Andy’s Outreach has assisted over 20,000 employees and distributed over $26 million.

Corporate Sustainability

Our corporate sustainability mission is to leave every community better than we found it by focusing on four pillars – food, community, employees and conservation. As we test and roll out new programs, we continue to build champions who are invested in furthering our sustainability efforts. Ongoing initiatives such as our meat cutter program, support of non-profits, employee development and focus on conservation, create steady progress for our overall corporate sustainability program and are integrated into our daily operations. Additional information about our corporate sustainability mission is available through our website at www.texasroadhouse.com, under the corporate sustainability section.

Website Access to Reports

We make our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports, filed or furnished pursuant to Section 13(a) or 15(d) of the CompanySecurities Exchange Act of 1934, available, free of charge on or through our website, www.texasroadhouse.com, as soon as reasonably practical after we electronically file such material with, or furnish it to, the Securities and Exchange Commission ("SEC"). The SEC maintains an internet site at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

Information about our Executive Officers

Set forth below are the name, age, position and a brief account of the business experience of each of our executive officers:officers. Executive officers are appointed by our Board of Directors (the "Board") and serve until their successors are appointed or until resignation or removal, in accordance with their employment agreements. There are no family relationships among any of our executive officers.

Name

Age

Position

NameGerald L. Morgan

Age63

Position

W. Kent Taylor

62

Chairman and Chief Executive Officer

Regina A. Tobin

60

President

Scott M. ColosiChristopher C. Colson

53

President47

Chief Legal and Administrative Officer

Hernan E. Mujica

62

Chief Technology Officer

D. Christopher Monroe

57

Chief Financial Officer

Celia P. CatlettTravis C. Doster

41

General Counsel and Corporate Secretary57

S. Chris Jacobsen

52

Chief MarketingCommunications Officer

W. Kent Taylor.Gerald L. Morgan. Mr. Taylor founded Texas Roadhouse in 1993.  He resumed his role asMorgan was appointed Chief Executive Officer in March 2021. Mr. Morgan joined Texas Roadhouse in 1997, during which time he has held the positions of Managing Partner, Market Partner and Regional Market Partner. Mr. Morgan also served as President from December 2020 to January 2023. Mr. Morgan has more than 35 years of restaurant management experience with Texas Roadhouse, Bennigan’s Restaurants and Burger King.

Regina A. Tobin. Ms. Tobin was appointed President in January 2023. Ms. Tobin joined Texas Roadhouse in 1996, during which time she has held the positions of Managing Partner, Market Partner, Vice President of Training and served as Chief Learning and Culture Officer from June 2021 through her appointment as President. Ms. Tobin has more than 30 years of restaurant management experience.

Christopher C. Colson. Mr. Colson was appointed Chief Legal and Administrative Officer in January 2023 and Corporate Secretary in August 2011,2019. Mr. Colson joined Texas Roadhouse in 2005, during which time he has held the positions of Senior Counsel, Associate General Counsel, Executive Director of the Global Development Group, and General Counsel, a position he held between May 2000 and October 2004. He was named Chairman of the Company and Board in October 2004. Beforefrom March 2021 through his founding of our concept, Mr. Taylor founded and co‑owned Buckhead Bar and Grill in Louisville, Kentucky. Mr. Taylor has over 35 years of experience in the restaurant industry.

Scott M. Colosi.  Mr. Colosi was appointed President in August 2011 and resumed his roleappointment as Chief Financial Officer in January 2015. Previously,Legal and Administrative Officer. Mr. Colosi served as our Chief Financial Officer from September 2002 to August 2011. From 1992 until September 2002, Mr. Colosi was employed by YUM! Brands, Inc., owner of the KFC, Pizza Hut and Taco Bell brands. During this time, Mr. Colosi served in various financial positions and, immediately prior to joining us, was Director of Investor Relations. Mr. Colosi has over 25 years of experience in the restaurant industry.

Celia P. Catlett.  Ms. Catlett was appointed General Counsel in November 2013. She joined Texas Roadhouse in May 2005 and served as Associate General Counsel from July 2010 until her appointment as General Counsel. She has served as Corporate Secretary since 2011. Prior to joining us, Ms. Catlett practiced law in New York City. Ms. Catlett has over 15 years of legal experience, including over 10 years of experience in the restaurant industry.

S. Chris Jacobsen.  Mr. Jacobsen was appointed Chief Marketing Officer in February 2016.  Mr. Jacobsen joined Texas Roadhouse in January 2003 and has served as Vice President of Marketing since 2011.  Prior to joining us, Mr. Jacobsen was employed by Papa John’s International and Waffle House, Inc. where he held various senior level marketing positions.  HeColson has over 20 years of restaurant industry experience.experience with Texas Roadhouse, Frost Brown Todd (serving as outside counsel to Texas Roadhouse), YUM! Brands and KPMG.

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Hernan E. Mujica. Mr. Mujica was appointed Chief Technology Officer in January 2023. Mr. Mujica joined Texas Roadhouse in January 2012 as Vice President of Information Technology and then Chief Information Officer, a position he held from March 2021 through his appointment as Chief Technology Officer. Prior to joining Texas

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Roadhouse, Mr. Mujica held senior management positions at The Home Depot and Arthur Andersen. Mr. Mujica has over 30 years of experience in both industry and consulting roles.

Website AccessD. Christopher Monroe. Mr. Monroe was appointed Chief Financial Officer in June 2023 when he joined Texas Roadhouse. Prior to Reports

We make our Annual Report on Form 10‑K, Quarterly Reports on Form 10‑Q, Current Reports on Form 8‑K,joining Texas Roadhouse, Mr. Monroe held various senior level financial positions, most recently as Senior Vice President of Finance and amendmentsTreasurer, at Southwest Airlines. Mr. Monroe has over 30 years of financial experience.

Travis C. Doster. Mr. Doster was appointed Chief Communications Officer in November 2023. Mr. Doster joined Texas Roadhouse in 2006 as the Director, then Senior Director and Vice President of Communications, a position he held from 2018 through his appointment as Chief Communications Officer. Prior to those reports, filed or furnished pursuant to section 13(a) or 15(d)joining Texas Roadhouse, Mr. Doster held a senior management position at FSA Public Relations where he provided services for national clients including Jimmy John’s, Qdoba and Cameron Mitchell Restaurants.  Mr. Doster has over 30 years of the Securities Exchange Act of 1934, available, free of charge on or through the Internet website, www.texasroadhouse.com, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securitiesmedia, public relations and Exchange Commission ("SEC").industry experience.

ITEM 1A. RISK FACTORS

From time to time, in periodic reports and oral statements and in this Annual Report on Form 10‑K, we present statements about future events and expectations that constitute forward‑looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward‑looking statements are based on our beliefs, assumptions and expectations of our future financial and operating performance and growth plans, taking into account the information currently available to us. These statements are not statements of historical fact. Forward‑looking statements involve risks and uncertainties that may cause our actual results to differ materially from the expectations of future results we express or imply in any forward‑looking statements.

Careful consideration should be given to the risks described below. If any of the risks and uncertainties described in the cautionary factors described below actually occurs,occur, our business, financial condition, and results of operations, liquidity and the trading price of our common stock could be materially and adversely affected. Moreover, we operate in a very competitive and rapidly changing environment. New factors emerge from time to time and it is not possible to predict the impact of all these factors on our business, financial condition, or results of operations.operations or liquidity.

Risks Related to our Growth and Operating Strategy

If we fail to manage our growth effectively, it could harm our business.

Failure to manage our growth effectively could harm our business.  We have grown significantly since our inception and intend to continue growing in the future.  Our objective is to grow our business and increase stockholder value by (1) expanding our base of company restaurants (and, to a lesser extent, franchise restaurants) that are profitable and (2) increasing sales and profits at existing restaurants.  While both these methods of achieving our objective are important to us, historically the most significant means of achieving our objective has been through opening new restaurants and operating these restaurants on a profitable basis.  As we open and operate more restaurants, our rate of expansion relative to the size of our existing restaurant base will decline, which may make it increasingly difficult to achieve levels of sales and profitability growth that we have seen in the past.  In addition, our existing restaurant management systems, financial and management controls and information systems may not be adequate to support our planned expansion. Our ability to manage our growth effectively will require us to continue to enhance these systems, procedures and controls and to locate, hire, train and retain management and operating personnel.  We also place a lot of importance on our culture, which we believe has been an important contributor to our success. As we grow, we may have difficulty maintaining our culture or adapting it sufficiently to meet the needs of our operations. We cannot assure you that we will be able to respond on a timely basis to all of the changing demands that our planned expansion will impose on management and on our existing infrastructure. If we are unable to manage our growth effectively, our business and operating results could be materially adversely impacted.    

Our growth strategy, which primarily depends on our ability to open new restaurants that are profitable, is subject to many factors, some of which are beyond our control.

We cannot assure you that we will be able to open new restaurants that are profitable in accordance with our expansion plans. We have experienced delays in opening some of our restaurants in the past and may experience delays in the future. These delays impact the timing of new restaurant openings and the related pre-opening expenses. Delays or failures in opening new restaurants could materially adversely affect our growth strategy. One of our biggest challenges in executing our growth strategy ismay be locating and securing an adequate supply of suitable new restaurant sites.sites that satisfy our financial targets. Competition for suitable restaurant sites in our target markets ismay be intense. Our ability to open new restaurants will also depend on numerous other factors, some of which are beyond our control, including, but not limited to, the following:

·

our ability to find sufficient suitable locations for new restaurant sites;

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·

our ability to hire, train and retain qualified operating personnel, especially market partners and managing partners;

·

our ability to negotiate suitable purchase or lease terms;

·

the availability of construction materials and labor;

·

our ability to control construction and development costs of new restaurants;

·

our ability to secure required governmental approvals and permits in a timely manner, or at all;

·

the delay or cancellation of new site development by developers and landlords;

·

our ability to secure liquor licenses;

·

general economic conditions;

·

the cost and availability of capital to fund construction costs and pre‑opening expenses; and

·

the impact of inclement weather, natural disasters and other calamities.

Once opened, we anticipate that our new restaurants will generally take several months to reach planned operating levels due to start‑start-up inefficiencies typically associated with new restaurants. We cannot assure you that any restaurant we open will be profitable or obtain operating results similar to those of our existing restaurants. Some of our new restaurants will be located in areas where we have little or no meaningful experience. Those new markets may have smaller trade areas and different competitive conditions, consumer tastes and discretionary spending patterns than our traditional, existing markets, which may cause our new store locations to be less successful than restaurants in our existing market areas. Restaurants opened in new markets may open at lower average weekly sales volume than restaurants opened in existing markets and may have higher restaurant‑levelrestaurant-level operating expense ratios than in existing markets. Sales at restaurants opened in new markets may take longer to reach average unit volume, if at all, thereby affecting our overall profitability. Our localized marketing strategy may not result in brand awareness and guest engagement. Additionally, the opening of a new restaurant could negatively impact sales at one or more of our existing nearby restaurants, which could adversely affect our results of operations.

Our ability to operateopen new restaurants profitablythat are profitable will also depend on numerous other factors, including those discussed below impacting our average unit volume and comparable restaurant sales growth, somemany of which are beyond our control, including, but not limited to, the following:

·

competition, either from our competitors in theability to hire, train and retain qualified operating personnel, especially market partners, managing partners, and/or other restaurant industry ormanagement personnel who can execute our own restaurants;

business strategy and maintain our culture and brand standards;

·

consumer acceptance of our restaurants in new domesticability to negotiate suitable purchase or international markets;

·

changes in consumer tastes and/or discretionary spending patterns;

·

lack of market awareness of our brands;

·

the ability of the market partner and the managing partnerlease terms to execute our business strategy at strategy;

the new restaurant;

availability and cost of construction materials, equipment and labor;

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·

general economic conditions which can affect restaurant traffic, local labor costs, and prices we pay for the food products and other supplies we use;

·

changes in government regulation;

our ability to control construction and development costs of new restaurants (including increased site, supply chain and distribution costs);

·

our ability to secure required governmental approvals and permits in a timely manner, or at all;

road construction and other factors limiting access to the restaurant; and

·

delays by our landlord or other developers in constructing other parts of a development adjacent to our premises in a timely manner;

redevelopment of other parts of a development adjacent to our premises that affect the parking available for our restaurant;

our ability to secure liquor licenses;

competitive and economic conditions, consumer tastes and discretionary spending patterns that are different from and more difficult to predict or satisfy than in our existing markets;
changes in federal, state and/or local tax laws;
the cost and availability of capital to fund construction costs and pre-opening expenses; and
the impact of inclement weather, natural disasters and other calamities.

calamities.

Our failure to successfully open new restaurants that are profitable in accordance with our growth strategy could harm our business and future prospects.  In addition, our inability to open new restaurants and provide growth opportunities for our employees could result in the loss of qualified personnel which could harm our business and future prospects.

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You should not rely on past changes in our average unit volume or our comparable restaurant sales growth as an indication of our future results of operations because they may fluctuate significantly.

A number of factors have historically affected, and will continue to affect, our average unit volume and comparable restaurant sales, growth, including, among other factors:

·

consumer awareness and understanding of our brands;

concepts;

·

our ability to execute our business strategy effectively;

·

unusual initialour ability to maintain higher levels of to-go sales performance by newat our restaurants;

·

competition, either from our competitors in the restaurant industry, or our own restaurants;

restaurants, and/or other food service providers (such as delivery services and grocery stores);

·

the impact of permanent changes in weather patterns that can cause inclement weather, natural disasters and other calamities;

which impact guest traffic or product availability at our restaurants;

·

consumer trends and seasonality;

·

our ability to increase menu prices without adversely impacting guest traffic counts or per person average check growth;

·

introduction of new menu items;

·

loss of parking and/or access rights due to government action (such as eminent domain actions) or through private transactions;

closures and/or dining rooms operating at limited capacity due to government mandated restaurant closures and/or limited availability of staff to meet our business standards;

negative publicity regarding food safety, health concerns, quality of service, and other food or beverage related matters, including the integrity of our or our suppliers’ food processing;

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·

general economic conditions, including an economic recession, which can affect restaurant traffic, local labor costs and prices we pay for the food and beverage products and other supplies we use; and

·

legislation that impacts our suppliers’ ability to maintain compliance with laws and regulations and impacts our ability to source product; and

effects of actual or threatened terrorist attacks.

attacks (including cyber and/or ransomware attacks).

Our average unit volume and comparable restaurant sales growth may not increase at rates achieved in the past, which may affect our sales growth and will continue to be a critical factor affecting our profitability. In addition,Our business is also subject to seasonal fluctuations. Historically, sales in most of our restaurants have been higher during the winter months of each year. Holidays, changes in our average unit volumeweather, severe weather and similar conditions may impact sales volumes seasonally in some operating regions. Accordingly, results for one quarter are not necessarily indicative of results to be expected for any other quarter or for any year and comparable restaurant sales growth could causefor any particular future period may decrease. In the future, operating results may fall below the expectations of securities analysts and investors. In that event, the price of our common stock to fluctuate substantially.could decrease.

The development and/or acquisition of new restaurant concepts may not contribute to our growth.

The development of new restaurant concepts, including Bubba’s 33 and Jaggers, created internally or acquired as a part of our other strategic initiatives may not be as successful as our experience in the development of the Texas Roadhouse concept domestically.  In May 2013, we launched a new concept, Bubba’s 33, a family-friendly, sports restaurant, which currently hasconcept. These concepts may have lower brand awareness and less operating experience than most Texas Roadhouse restaurants andrestaurants. In addition, they may have a higher initial investment cost.cost and/or a lower per person average check amount. As a result, the development and/or acquisition of the Bubba’s 33 conceptnew restaurant concepts may not contribute to our average unit volume growth and/or profitability in a meaningfulan incremental way. As of December 26, 2017, we have expanded the concept to 20 restaurants and expect to open up to seven additional locations in 2018.  However, weWe can provide no assurance that new units will be accepted in the markets targeted for the expansion of this concept and/or that we or our franchisees will be able to achieve our targeted returns when opening new locations. In the future, we may determine not to move forward with any further expansion and/or acquisition of Bubba’s 33 or othernew restaurant concepts. These decisions could limit or delay our overall long-term growth. Additionally, expansion and/or acquisition of Bubba’s 33 or othernew restaurant concepts might divert our management’s attention from other business concerns or initiatives and could have an adverse impact on our core Texas Roadhouse business.

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Our expansion into international markets may presentpresents increased economic, political, regulatory and other risks.

As of December 26, 2017,2023, our operations include 1748 Texas Roadhouse franchise restaurants in seventen countries outside the United States, and we expect to have further international expansion in the future.future with one or more of our concepts. The entrance into international markets may not be as successful as our experience in the development of the Texas Roadhouse concept domestically or any success we have had with the Texas Roadhouse concept in other international restaurants.markets. In addition, operating in international markets may require significant resources and management attention and will subject us to regulatory, economic, political and politicalregulatory risks that are different from and incremental to those in the United States. In addition to the risks that we face in the United States, our international operations involve risks that could adversely affect our business, including:

·

the need to adapt our brandconcepts for specific cultural and language differences;

·

new and different sources of competition;

·

the ability to identify appropriate business partners;

·

difficulties and costs associated with staffing and managing foreign operations;

·

difficulties in adapting and sourcing product specifications for international restaurant locations;

·

fluctuations in currency exchange rates, which could impact revenuesroyalties, revenue and expenses of our international operations and expose us to foreign currency exchange rate risk;

·

difficulties in complying with local laws, regulations and customs in foreign jurisdictions;

·

unexpected changes in regulatory requirements;

requirements or tariffs on goods needed to construct and/or operate our restaurants;

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·

political or social unrest, economic instability and destabilization of a region;

·

effects of actual or threatened terrorist attacks;

·

health concerns from global pandemics;

compliance with U.S. laws such as the Foreign Corrupt Practices Act, and similar laws in foreign jurisdictions;

·

differences in the registration and/or enforceability of intellectual property and contract rights;

·

adverse tax consequences;

·

profit repatriation and other restrictions on the transfer of funds; and

·

different and more stringent user protection, data protection, privacy and other laws.

Our failure to manage any of these risks successfully could harm our future international operations and our overall business and results of our operations.

We are also subject to governmental regulations throughout the world impacting the way we do business with our international franchisees. These include antitrust and tax requirements, anti‑boycottanti-boycott regulations, import/export/customs, tariffs and other international trade regulations, the USA Patriot Act and the Foreign Corrupt Practices Act. Failure to comply with any such legal requirements could subject us to monetary liabilities and other sanctions, which could adversely impact our business and financial performance.

Acquisition of existing restaurants from our domestic franchisees and other strategic transactionsinitiatives may have unanticipated consequences that could harm our business and our financial condition.

We plan to continue to opportunistically acquire existing restaurants from our domestic franchisees over time. Additionally, from time to time, we evaluate potential mergers, acquisitions, joint ventures or other strategic initiatives (including retail initiatives utilizing our intellectual property or other brand extensions) to acquire or develop additional concepts.business channels or concepts, and/or change the business strategy regarding an existing concept. To successfully execute any acquisition or development strategy, we will need to identify

19


suitable acquisition or development candidates, negotiate acceptable acquisition or development terms and possibly obtain appropriate financing.

Any acquisition or future development that we pursue, including the on-going development of new concepts or retail initiatives utilizing our intellectual property, whether or not successfully completed, may involve risks, including:

·

material adverse effects on our operating results, particularly in the fiscal quarters immediately following the acquisition or development as the restaurants are integrated into our operations;

·

risks associated with entering into new domestic or international markets or conducting operations where we have no or limited prior experience;

·

risks associated with successfully integrating new employees, processes and systems while also maintaining our culture and brand standards;

risks inherent in accurately assessing the value, future growth potential, strengths, weaknesses, contingent and other liabilities and potential profitability of acquisition candidates, and our ability to achieve projected economic and operating synergies;synergies, without impacting our underlying business; and

·

the diversion of management’s attention from other business concerns.

Future acquisitions of existing restaurants from our franchisees or other strategic partners, which may be accomplished through a cash purchase transaction, the issuance of shares of common stock or a combination of both, could have a dilutive impact on holders of our common stock and result in the incurrence of debt and contingent liabilities and impairment charges related to goodwill and other tangible and intangible assets, any of which could harm our business and financial condition. Additionally, following a franchise acquisition, we may be required to incur substantial capital improvement costs to meet company standards, which could impact our return on such acquisition.

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Additionally, we may evaluate other means to leverage our competitive strengths, including the expansion of our products across other strategic initiatives or business opportunities (including retail initiatives utilizing our intellectual property). The expansion of our products may damage our reputation if products bearing our brands are not of the same quality or value that guests associate with our concepts. In addition, we may experience dilution of the goodwill associated with our concepts as they become more common and increasingly accessible.

Approximately 14%21% of our company restaurants are located in Texas and Florida and, as a result, we are sensitive to economic and other trends and developments in that state.those states.

As of December 26, 2017,2023, we operated a total of 6387 company restaurants in Texas.Texas and 44 company restaurants in Florida. As a result, we are particularly susceptible to adverse trends and economic conditions in thisthose states, including any state including its labor market.mandated changes in minimum and tipped wage rates and economic pressures that may result in lower sales and profits at our restaurants. In addition, given our geographic concentration in this state,these states, negative publicity regarding any of our restaurants in either Texas or Florida could have a material adverse effect on our business and operations, as could other occurrences in either Texas or Florida such as health epidemics or pandemics, local strikes, energy shortages or extreme fluctuations in energy prices, droughts, earthquakes, hurricanes, fires or other natural disasters.

Our franchisees could take actions that could harm our business.

Both our domestic and international franchisees are contractually obligated to operate their restaurants in accordance with our applicable restaurant operating standards. We also provide training and support to franchisees. However, most franchisees are independent third parties that we do not control, and these franchisees own, operate and oversee the daily operations of their restaurants. As a result, the ultimate success and quality of any franchise restaurant rests with the franchisee. If franchisees do not successfully operate restaurants in a manner consistent with our standards, our image and reputation could be harmed, which in turn could adversely affect our business and operating results.

Decreased cash flow from operations, or an inability to access credit, could negatively affect our business initiatives or may result in our inability to execute our revenue, expense, and capital allocation strategies.

Our ability to fund our operating plans and to implement our capital allocation strategies depends on sufficient cash flow from operations and/or other financing, including the use of funding under our credit facility. We also may seek access to the debt and/or equity capital markets. There can be no assurance, however, that these sources of financing will be available on terms favorable to us, or at all. Our capital allocation strategies include, but are not limited to, new restaurant development, payment of dividends, refurbishment or relocation of existing restaurants, repurchases of our common stock and franchise acquisitions. If we experience decreased cash flow from operations, our ability to fund our operations and planned initiatives, and to take advantage of growth opportunities, may be delayed or negatively affected. In addition, these disruptions or a negative effect on our revenue could affect our ability to borrow or comply with our covenants under our credit facility. If we are unable to raise additional capital, our growth could be impeded.

Our existing credit facility limits our ability to incur additional debt.

The lenders’ obligation to extend credit under our credit facility depends on our maintaining certain financial covenants. If we are unable to maintain these covenants, we would be unable to obtain additional financing under this credit facility. The credit facility permits us to incur additional secured or unsecured indebtedness outside the credit facility, except for the incurrence of secured indebtedness that in the aggregate is equal to or greater than $125.0 million and 20% of our consolidated tangible net worth or circumstances where the incurrence of secured or unsecured indebtedness would prevent us from complying with our financial covenants. If we are unable to borrow additional capital or have sufficient liquidity to either repay or refinance the then outstanding balance at the expiration of our credit facility, or upon violation of the covenants, our growth could be impeded and our financial performance could be significantly adversely affected.

We are subject to all of the risks associated with leasing space subject to long-term non-cancelable leases, as well as risks related to renewal.

The majority of our company restaurants are located on leased premises. Additional sites that we lease are likely to be subject to similar long-term non-cancelable leases. In connection with the relocation, other operational changes or closure of any restaurant, we may nonetheless be committed to perform on our obligations under the applicable lease

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including, among other things, paying the base rent and real estate taxes for the balance of the lease term. We also are subject to landlord actions that could negatively impact our business or operations.

In addition, as each of our leases expires, there can be no assurance we will be able to renew our expiring leases after the expiration of all remaining renewal options, either on commercially acceptable terms or at all. As a result, at the end of the lease term and expiration of all renewal periods, we may be unable to renew the lease without substantial additional cost, if at all. As a result, we may be required to relocate or close a restaurant, which could subject us to construction and other costs and risks and may have an adverse effect on our results of operations.

We may be required to record additional impairment charges in the future.

In accordance with accounting guidance as it relates to the impairment of long-lived assets, we make certain estimates and projections with regard to company restaurant operations, as well as our overall performance in connection with our impairment analysis for long-lived assets. When impairment triggers are deemed to exist for any company restaurant, the estimated undiscounted future cash flows for the restaurant are compared to its carrying value. If the carrying value exceeds the undiscounted cash flows, an impairment charge would be recorded equal to the difference between the carrying value and the estimated fair value.

We review the value of our goodwill on an annual basis and also when events or changes in circumstances indicate that the carrying value of goodwill may exceed its fair value. The estimates of fair value are based upon the best information available as of the date of the assessment and incorporate management assumptions about expected future cash flows and contemplate other valuation measurements and techniques.

The estimates of fair value used in these analyses require the use of judgment, certain assumptions and estimates of future operating results. If actual results differ from our estimates or assumptions, additional impairment charges may be required in the future. If impairment charges are significant, our results of operations could be adversely affected.

Risks Related to Consumer Discretionary Spending and Macroeconomic Conditions

Changes in consumer preferences and discretionary spending could adversely affect our business.

Our success depends, in part, upon the popularity of our food products. ShiftsContinued social concerns or shifts in consumer preferences away from our restaurants or cuisine,food offerings, particularly beef, wouldcould harm our business. Also,Consumer preferences regarding food sourcing in response to environmental or welfare concerns could also harm our business. Additionally, our success depends to a significant extent on discretionary consumer spending, which is influenced by general economic conditions, including high inflationary periods, and the availability of discretionary income. Accordingly, we may experience declines in sales during economic downturns, pandemics or duringother periods of uncertainty. Any material decline in the amount of discretionary spending could have a material adverse effect on our business, results of operations, financial condition or liquidity.

Our objective to increase sales and profits at existing restaurants could be adversely affected by macroeconomic conditions.

In future periods, the U.S. and global economies could further suffer from a downturn in economic activity. Recessionary economic cycles, higher interest rates, higher fuel and other energy costs, sustained labor inflation, increases in commodity prices, higher levels of unemployment, higher consumer debt levels, higher tax rates and other changes in tax laws, financial market volatility, social unrest, government spending, a low or stagnant pace of economic recovery and growth, or other economic factors that may affect consumer spending or buying habits could adversely affect the demand for our products. In addition, there is no assurance that any governmental plans to stimulate the economy will foster growth in consumer spending or buying habits. As in the past, we could experience reduced guest traffic or we may be unable or unwilling to increase the prices we charge for our products to offset higher costs or fewer transactions, either of which could reduce our sales and profit margins. Also, landlords or other tenants in the shopping centers in which some of our restaurants are located may experience difficulty as a result of macroeconomic trends or cease to operate, which could in turn negatively affect guest traffic at our restaurants. All of these factors could have a material adverse impact on our business, results of operations, financial condition or liquidity.

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Risks Related to Government Regulation and Litigation

We may not be able to obtain and maintain licenses and permits necessary to operate our restaurants and compliance with governmental laws and regulations could adversely affect our operating results.

The restaurant industry is subject to various federal, state and local government regulations, including those relating to the sale of food and alcoholic beverages. Such regulations are subject to change from time to time, sometimes without notice to us. The failure to obtain and maintain these licenses, permits and approvals, including liquor licenses, could adversely affect our operating results. Difficulties or failure to obtain the required licenses and approvals could delay or result in our decision to cancel the opening of new restaurants. Local authorities may revoke, suspend or deny renewal of our liquor licenses if they determine that our conduct violates applicable regulations.

In addition to our having to comply with these licensing requirements, various federal and state labor laws govern our relationship with our employees and affect operating costs. These laws include minimum and tipped wage requirements, overtime pay, health benefits, unemployment taxes, workers’ compensation, work eligibility requirements and working conditions. A number of factors could adversely affect our operating results, including:

additional government-imposed increases in minimum and/or tipped wages, hourly and overtime pay, paid leaves of absence, sick leave, and mandated health benefits;
increased tax reporting and tax payment requirements for employees who receive gratuities;
any failure of our employees to comply with laws and regulations governing work authorization or residency requirements resulting in disruption of our work force and adverse publicity;
a reduction in the number of states that allow gratuities to be credited toward minimum wage requirements, or a federal mandate prohibiting such credits; and
increased litigation including claims under federal and/or state wage and hour laws.

The federal Americans with Disabilities Act prohibits discrimination on the basis of disability in public accommodations and employment. Although our restaurants and other places of accommodation are designed to be accessible to the disabled, we could be required to make unexpected modifications to provide service to, or make reasonable accommodations, for disabled persons.

We are subject to increasing legal complexity and could be party to litigation that could adversely affect us.

Increasing legal complexity will continue to affect our operations and results. We could be subject to legal proceedings that may adversely affect our business, including class actions, administrative proceedings, government investigations, employment and personal injury claims, claims alleging violations of federal and state laws regarding consumer, workplace and employment matters, wage and hour claims, discrimination and similar matters, landlord/tenant disputes, disputes with current and former suppliers, claims by current and former franchisees, data privacy claims and intellectual property claims (including claims that we infringed upon another party’s trademarks, copyrights or patents). Additionally, we are subject to Securities and Exchange Commission ("SEC") and NASDAQ reporting and disclosure requirements. Inconsistent standards imposed by governmental authorities can adversely affect our business and increase our exposure to litigation which could result in significant judgments, including punitive and liquidated damages, and injunctive relief.

Occasionally, our guests file complaints or lawsuits against us alleging that we are responsible for an illness or injury they suffered as a result of a visit to our restaurants, or that we have problems with food quality or operations. As a Company, we take responsible alcohol service seriously. However, we are subject to "dram shop" statutes. These statutes generally allow a person injured by an intoxicated person to recover damages from an establishment that served alcoholic beverages to the intoxicated person. Some litigation against restaurant chains has resulted in significant judgments, including punitive damages, under dram shop statutes. Because a plaintiff may seek punitive damages, which may not be covered by insurance, this type of action could have an adverse impact on our financial condition and results of operations.

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Litigation involving our relationship with franchisees and the legal distinction between our franchisees and us for employment law purposes, if determined adversely, could increase costs, negatively impact the business prospects of our franchisees and subject us to incremental liability for their actions.

Our quarterly operating results could also be affected by the following:

The relative level of our defense costs and nature and procedural status of pending proceedings;
The cost and other effects of settlements, judgments or consent decrees, which may require us to make disclosures or to take other actions that may affect perceptions of our brands and products;
Adverse results of pending or future litigation, including litigation challenging the composition and preparation of our products, or the appropriateness or accuracy of our marketing or other communication practices; and
The scope and terms of insurance or indemnification protections that we may have (if any).

Regardless of whether any claims against us are valid or whether we are liable, claims may fluctuatebe expensive to defend and may divert time, attention and money away from our operations and hurt our performance. A judgment significantly in excess of any applicable insurance coverage could have significant adverse effect on our financial condition or results of operations. Further, adverse publicity resulting from these claims may hurt our business.

Our current insurance may not provide adequate levels of coverage against claims.

We currently maintain insurance customary for businesses of our size and type. However, there are types of losses we may incur that cannot be insured against or that we believe are not economically reasonable to insure. Such damages could fall belowhave a material adverse effect on our business, results of operations and/or liquidity. In addition, we self-insure a significant portion of expected losses under our health, workers’ compensation, general liability, employment practices liability, cybersecurity and property insurance programs. Unanticipated changes in our claims experience and/or the expectationsactuarial assumptions and management estimates underlying our reserves for these losses could result in significantly different amounts of securities analystsexpense under these programs, which could have a material adverse effect on our financial condition, results of operations and investors dueliquidity. Additionally, if our insurance costs increase, there can be no assurance we will be able to successfully offset the effect of such increases and our results of operations may be adversely affected.

Changes in tax laws and unanticipated tax liabilities could adversely affect our financial results.

We are primarily subject to federal, state and local income and other taxes in the United States. Our effective income tax rate and other taxes in the future could be affected by a number of factors, someincluding changes in the valuation of deferred tax assets and liabilities, changes in tax laws or other legislative changes and the outcome of income tax audits. Any significant increases in income tax rates, changes in and/or interpretations of income tax laws or unfavorable resolution of tax matters could have a material adverse impact on our results of operations, financial condition or liquidity.

Failure to adequately address environmental, social and/or governance ("ESG ") matters could adversely affect our brand, business, results of operations and financial condition.

Entities across all industries are facing increased interest related to ESG matters including packaging and waste, animal health and welfare, human rights, climate change, greenhouse gases and land, energy and water use. In addition, we have faced enhanced pressure to provide expanded disclosures around ESG matters and establish goals or targets with respect to ESG matters. In response to the heightened level of expectation for expanded ESG disclosure, we have published a Corporate Sustainability Report detailing our ESG efforts and which are beyondwe update regularly.

Evolving consumer and investor interest and preferences as well as governmental regulation may result in additional disclosure, due diligence, reporting and specific target-setting with regard to our control,business and supply chain that could result in additional costs to comply with such demands. Failure to comply with the increased demands could result in consumer or investor scrutiny and/or litigation and could have an adverse effect on our business. Establishing targets or making other public commitments due to these demands, without a full or complete understanding of the cost or operational impact of changes in our supply chain or operating model, could also adversely affect our business and financial condition.

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Risks Related to Human Capital

Failure to retain the services of our key management personnel, or to successfully execute succession planning and attract additional qualified personnel could harm our business.

Our future success depends on the continued services and performance of our key management personnel and our ability to develop future successors of such personnel as a part of our succession planning. Our future performance will depend on our ability to motivate and retain these and other key officers, employees and managers, particularly regional market partners, market partners and managing partners. Competition for these employees is intense. The unplanned loss of the services of members of our senior management team or other key officers or managers or the inability to attract additional qualified personnel as needed could significantly harm our business. In addition, our business could suffer from any actual or alleged misconduct of any of our key personnel.

Our business could be adversely affected by increased labor costs or labor shortages.

Labor is a primary component in the cost of operating our business. We devote significant resources to recruiting and training our restaurant managers and hourly employees. Increased labor costs due to competition, unionization, increased minimum and tipped wages, changes in hourly and overtime pay, state unemployment rates, sick pay or other employee benefits costs (including workers’ compensation and health insurance), company staffing initiatives or otherwise any regulatory changes resulting from any of the foregoing would adversely impact our operating expenses. In addition, failure to adequately monitor and proactively respond to employee dissatisfaction could lead to poor guest satisfaction, higher turnover, litigation and unionization efforts, which could negatively impact our results of operations.

Increased competition for qualified employees caused by a shortage in the labor pool exerts upward pressure on wages paid to attract and retain such personnel, resulting in higher labor costs, together with greater recruitment and training expense. We could suffer from significant indirect costs, including restaurant disruptions due to management or hourly labor turnover and potential delays in new restaurant openings. A shortage in the labor pool could also cause our restaurants to be required to operate with reduced staff which could negatively impact our ability to provide adequate service levels to our guests resulting in adverse guest reactions and a declinepossible reduction in guest traffic counts. Additionally, personal or public health concerns might make some existing personnel or potential candidates reluctant to work in enclosed restaurant environments.

We have many restaurants located in states or municipalities where the minimum and/or tipped wage is greater than the federal minimum and/or tipped wage. We anticipate that additional legislation increasing minimum and/or tipped wage standards will be enacted in future periods either federally or in state and local jurisdictions. In addition, regulatory actions which result in changes to healthcare eligibility, design and cost structure could occur. Any increases in minimum and/or tipped wages or increases in employee benefits costs will result in sustained higher labor costs.

Our operating margin will be adversely affected to the extent that we are unable or are unwilling to offset any increase in these labor costs through higher prices on our products. Our distributors and suppliers also may be affected by higher minimum wage and benefit standards which could result in higher costs for goods and services supplied to us.

Our success depends on our ability to attract, motivate and retain qualified employees to keep pace with our growth strategy. If we are unable to do so, our results of operations may also be adversely affected.

Risks Related to Technology, Privacy and Intellectual Property

We rely heavily on information technology, and any material failure, weakness, ransomware or interruption could prevent us from effectively operating our business.

We rely heavily on information systems in all aspects of our operations, including point-of-sale systems, digital apps, financial systems, marketing programs, e-commerce and various other processes and transactions. This reliance has significantly increased in recent years as we have had to rely to a greater extent on systems such as online ordering, contactless payments, online waitlists, and systems supporting a more remote workforce as our guests are increasingly using our website and digital applications to place and pay for their orders. Our point-of-sale processing in our stock price.

restaurants includes collection of cash, credit cards, debit cards, gift cards and other processes and procedures. Our quarterly operating results may fluctuateability to efficiently and effectively manage our business depends significantly becauseon the reliability, security and capacity of several factors, including:

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the timing of new restaurant openings and related expenses;

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restaurant operating costs for our newly‑opened restaurants, which are often materially greater during the first several months of operation than thereafter;

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labor availability and costs for hourly and management personnel including mandated changes in federal and/or state minimum and tipped wage rates, overtime regulations, state unemployment tax rates, or health benefits;

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profitability of our restaurants, particularly in new markets;

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changes in interest rates;

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these systems. As our business needs continue to evolve, these systems will require upgrading and maintenance over time, consequently requiring significant future commitments of resources and capital. Additionally, as we become

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increasingly reliant on digital ordering and payment as a sales channel, our business could be negatively impacted if we are unable to successfully implement, execute or maintain our consumer-facing digital initiatives.

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the impact of litigation, including negative publicity;

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increases and decreases in average unit volume and comparable restaurant sales growth;

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impairment of long‑lived assets, including goodwill, and any loss on restaurant relocations or closures;

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general economic conditions which can affect restaurant traffic, local labor costs, and prices we pay for the food products and other supplies we use;

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negative publicity regarding food safety, health concerns and other food and beverage related matters, including the integrity of our or our suppliers’ food processing;

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negative publicity relating to the consumption of beef or other products we serve;

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changes in consumer preferences and competitive conditions;

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expansion to new domestic and/or international markets;

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adverse weather conditions which impact guest traffic at our restaurants;

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increases in infrastructure costs;

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adoption of new, or changes in existing, accounting policies or practices;

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changes in and/or interpretations of federal and state tax laws;

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actual self-insurance claims varying from actuarial estimates;

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fluctuations in commodity prices;

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competitive actions; and

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the impact of inclement weather, natural disasters and other calamities.

The failure of these systems to operate effectively, maintenance problems, upgrading or transitioning to new platforms or a material breach in the security of these systems could result in delays or errors to guest service and reduce efficiency in our operations. In addition, as we implement new technology platforms to improve productivity and overall guest experience, there can be no guarantees that these platforms will operate as reliably or be as operationally impactful as intended.

We have disaster recovery procedures and business continuity plans in place to address events of a crisis nature, including tornadoes and other natural disasters, and back up off-site locations for recovery of electronic and other forms of data information. However, if we are unable to fully implement our disaster recovery plans, we may experience delays in recovery of data, inability to perform vital corporate functions, tardiness in required reporting and compliance, failures to adequately support field operations and other breakdowns in normal communication and operating procedures that could have a material adverse effect on our financial condition, results of operations and exposure to administrative and other legal claims.

Our ability to expand and update our information technology infrastructure in response to our growing and changing needs would be inhibited in the event of a cybersecurity incident. This could lead to a delayed implementation of new service offerings, disruptions to guest experiences including via our website and applications and the diversion of resources that would otherwise be invested in expanding our business is alsoand operations. Additionally, we could be subject to minor seasonal fluctuations. Historically, sales in most of our restaurants have been higher during the winter months of each year. Holidays, changes in weather, severe weatherlitigation and similar conditions may impact sales volumes seasonally in some operating regions. As a result, our quarterly operating results and comparable restaurant sales may fluctuategovernment enforcement actions as a result of seasonality. Accordingly,any such failure. Any such claim or proceeding could cause us to incur significant unplanned expenses in excess of our insurance coverage, which could have a material impact on our financial condition and results for any one quarterof operations. In addition, if there are malfunctions or other problems with our processing vendors, billing software or payment processing systems, it may cause interruption of normal business performance. These vendors may also experience interruptions to their information technology systems that could adversely affect us and which we may have limited or no control.

We outsource certain business processes to third-party vendors that subject us to risks, including disruptions in business and increased costs.

Some business processes are currently outsourced to third parties, including such processes as information technology, gift card tracking, credit and debit card authorization and processing, insurance claims processing, unemployment claims processing, payroll tax filings, vendor payment processing and other accounting processes. We continually evaluate our other business processes to determine if additional outsourcing is a viable, and the most appropriate, option to accomplish our goals. We make a diligent effort to validate that all providers of outsourced services maintain customary internal controls, such as redundant processing facilities and adequate security frameworks to guard against breaches or data loss; however, there are no guarantees that failures will not necessarily indicativeoccur. Failure of third parties to provide adequate services or internal controls over their processes could have an adverse effect on our results of operations, financial condition or ability to accomplish our financial and management reporting.

We may incur increased costs to comply with privacy and data protection laws and, if we fail to comply or our systems are compromised by a security breach, we could be expected for anysubject to government enforcement actions, private litigation and adverse publicity.

New, modified and existing privacy and data protection laws and regulations may result in significant costs and compliance challenges and adversely affect our business and financial condition. These privacy laws and regulations, which are constantly evolving, may be interpreted by regulatory authorities in new and differing manners, including the issuing of rulings that invalidate prior laws or regulations or increase penalties, and such interpretations may be inconsistent among jurisdictions. We may incur increased costs to comply with increasingly demanding privacy laws and regulations and such compliance may impede the development and offering of new products or services and may adversely impact the guest experience. We could also be subject to government enforcement actions, private litigation and adverse publicity including reputational damage and loss of guest confidence.

We receive and maintain certain personal, financial or other quarterinformation about our guests, vendors and employees. In 2023, approximately 88% of our transactions were by credit or for any yeardebit cards. In addition, certain of our vendors receive and/or maintain certain personal, financial and comparable restaurant sales for any particular future periodother information about our employees and guests on our behalf. The use and handling, including security, of this information is regulated by privacy and data protection laws and regulations in

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various jurisdictions, as well as by certain third-party contracts, frameworks and industry standards, such as the Payment Card Industry Data Security Standard. Hardware, software or other applications we develop and procure from third parties or vendor’s third-party applications could be subject to vulnerabilities or cybersecurity incidents or may decrease. contain defects in design or manufacture or other problems that could unexpectedly compromise information security. Unauthorized parties may also attempt to gain access to our systems and facilities through fraud, trickery or other forms of deceiving our employees or vendors.

In addition, if our security and information systems are compromised as a result of data corruption or loss, cybersecurity incident or a network security incident, or if our employees or vendors (or other persons or entities with which we do business with) fail to comply with such laws and regulations or fail to meet industry standards and this information is obtained by unauthorized persons or used inappropriately, it could result in liabilities and penalties and could damage our reputation, cause interruption of normal business performance, cause us to incur substantial costs and result in a loss of guest confidence, which could adversely affect our results of operations and financial condition.

Our failure or inability to enforce our trademarks or other proprietary rights could adversely affect our competitive position or the value of our brand.

We own certain common law trademark rights and a number of federal and international trademark and service mark registrations, including our trade names and logos, and proprietary rights relating to certain of our core menu offerings. We believe that our trademarks and other proprietary rights are important to our success and our competitive position. Therefore, we devote appropriate resources to the protection of our trademarks and proprietary rights. However, the protective actions that we take may not be enough to prevent unauthorized usage or imitation by others, which could harm our image, brand or competitive position and, if we commence litigation to enforce our rights, cause us to incur significant legal fees. Our inability to register or protect our marks and other proprietary rights in foreign jurisdictions could adversely affect our competitive position in international markets.

We cannot assure you that third parties will not claim that our trademarks or menu offerings infringe upon their proprietary rights. Any such claim, whether or not it has merit, could be time-consuming, result in costly litigation, cause delays in introducing new menu items in the future operatingor require us to enter into royalty or licensing agreements. As a result, any such claim could have a material adverse effect on our business, results may fall below the expectations of securities analysts and investors. In that event, the price of our common stock could decrease.operations, financial condition or liquidity.

Risks Related to the Restaurant Industry

Changes in food and supply costs and/or availability of products could adversely affect our results of operations.

Our profitability depends in part on our ability to anticipate and react to changes in food and supply costs.costs and/or the availability of products necessary to operate our business, including increased costs arising from federal and/or state mandated requirements. Any increase in food prices or loss of supply, particularly proteins, could adversely affect our operating results. In addition, we are susceptible to increases in food costs as a result of factors beyond our control, such as food supply constrictions, weather conditions, food safety concerns, global pandemics, product recalls, global market and trade conditions, and government regulations. We cannot predict whether we will be able to anticipate and react to changing food costs and/or loss of supply by adjusting our purchasing practices, and menu prices or menu offerings, and a failure to do so could adversely affect our operating results. Extreme and/or long term increases in commodity prices could adversely affect our future results, especially if we are unable, primarily due to competitive reasons, to increase menu prices. Additionally, if there is a time lag between the increasing commodity prices and our ability to increase menu prices or if we believe the commodity price increase to be short in duration and we choose not to pass on the cost increases, our short-term results could be negatively affected. Also, if we adjust pricing there is no assurance that we will realize the full benefit of any adjustment due to changes in our guests’ menu item selections and guest traffic.

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We currently purchase the majority of our beef primarily from threefour beef suppliers under annual contracts.coming from the United States or Canada. While we maintain relationships with additional suppliers, if any of these vendors were unable to fulfill its obligations under its contracts, we could encounter supply shortages andand/or incur higher costs to secure adequate supplies, either of which would harm our business.

Our business could be adversely affected by increased labor costs or labor shortages.

Labor is a primary component in the cost of operating our business.  We devote significant resources to recruiting and training our restaurant managers and hourly employees.  Increased labor costs due to competition, unionization, increased minimum and tipped wages, changes in overtime pay, state unemployment rates or employee benefits costs, or otherwise would adversely impact our operating expenses.

Increased competition for qualified employees caused by a shortage in the labor pool exerts upward pressure on wages paid to attract and retain such personnel, resulting in higher labor costs, together with greater recruitment and training expense.  We could suffer from significant indirect costs, including restaurant disruptions due to management or hourly labor turnover and potential delays in new restaurant openings.  A shortage in the labor pool could also cause our restaurants to be required to operate with reduced staff which could negatively impact our ability to provide adequate service levels to our guests resulting in adverse guest reactions and a possible reduction in guest traffic counts. 

We have many restaurants located in states or municipalities where the minimum and/or tipped wage is greater than the federal minimum and/or tipped wage.  We anticipate that additional legislation increasing minimum and/or tipped wage standards will be enacted in future periods and in other jurisdictions.  In 2016, the Department of Labor published changes related to the FLSA which resulted in changes to the threshold for overtime pay.  The changes were scheduled to go into effect on December 1, 2016, however, in late November, a federal judge blocked the implementation.  Despite the injunction, we continued with the implementation as originally defined by the Department of Labor.  We have implemented the provisions of the PPACA as it relates to health care reform and related rules and regulations and continue to monitor the impact of this law on our business. Further regulatory action is expected as a result of the current political environment which may result in changes to healthcare eligibility, design and cost structure.  Any increases in minimum or tipped wages or increases in employee benefits costs will result in higher labor costs.

Our operating margin will be adversely affected to the extent that we are unable or are unwilling to offset any increase in these labor costs through higher prices on our products.  Our distributors and suppliers also may be affected by higher minimum wage and benefit standards which could result in higher costs for goods and services supplied to us.  Our success depends on our ability to attract, motivate and retain qualified employees to keep pace with our growth strategy.  If we are unable to do so, our results of operations may also be adversely affected.

Our objective to increase sales and profits at existing restaurants could be adversely affected by macroeconomic conditions.

During 2018 and beyond, the U.S. and global economies could suffer from a downturn in economic activity. Recessionary economic cycles, higher interest rates, higher fuel and other energy costs, inflation, increases in commodity prices, higher levels of unemployment, higher consumer debt levels, higher tax rates and other changes in tax laws or other economic factors that may affect consumer spending or buying habits could adversely affect the demand for our products. As in the past, we could experience reduced guest traffic or we may be unable or unwilling to increase the prices we can charge for our products to offset higher costs or fewer transactions, either of which could reduce our sales and profit margins. Also, landlords or other tenants in the shopping centers in which some of our restaurants are located may experience difficulty as a result of macroeconomic trends or cease to operate, which could in turn negatively affect guest traffic at our restaurants. All of these factors could have a material adverse impact on our business, results of operations, financial condition or liquidity.

Our success depends on our ability to compete with many food service businesses.

The restaurant industry is intensely competitive. We compete with many well‑establishedwell-established food service companies on the basis of taste, quality and price of products offered, guest service, atmosphere, location, take-out and delivery

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options and overall guest experience. Our competitors include a large and diverse group of restaurant chains and individual restaurants that range from independent local operators that have opened restaurants in various markets to well‑capitalizedwell-capitalized national restaurant companies.chains. We also face competition from meal kit delivery services as well as the supermarket industry which offers "convenient" meals in the form of improved entrées and side dishes from the deli section.industry. In addition, improving product

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offerings of fast casual and quick‑servicequick-service restaurants, together with negative economic conditions could cause consumers to choose less expensive alternatives. Many of our competitors or potential competitors have substantially greater financial and other resources than we do, which may allow them to react to changes in pricing, marketing and the casual dining segment of the restaurant industry better than we can. As our competitors expand their operations, we expect competition to intensify. We also compete with other restaurant chains and other retail establishments for quality site locations and employees. Additionally, our competitors may generate or better implement business strategies that improve the value and the relevance of their brands and reputation, relative to ours. This could include the testing of delivery via internal or third-party methods or better execution around guests’ to-go experience.

The food service industry is affected by litigation and publicity concerning food quality, health and other issues, which can cause guests to avoid our restaurants and result in significant liabilities or litigation costs.

Food service businesses can be adversely affected by litigation and complaints from guests, consumer groups or government authorities resulting from food quality, illness, injury or other health concerns or operating issues stemming from one restaurant or a limited number of restaurants. Adverse publicity about these allegations may negatively affect us, regardless of whether the allegations are true, by discouraging guests from eating at our restaurants. We could also incur significant liabilities if a lawsuit or claim results in a decision against us or litigation costs regardless of the result.

Given the marked increase in the use ofHealth, social media platforms and similar devices in recent years, individuals have access to a broad audience of consumers and other interested persons. The availability of information on social media platforms is virtually immediate as is its impact. Many social media platforms immediately publish the content their subscribers and participants post, often without filters or checks on the accuracy of the content posted. Information concerning our company may be posted on such platforms at any time. Information posted may be adverse to our interests or may be inaccurate, each of which may harm our business. The harm may be immediate without affording us an opportunity for redress or correction. These factors could have a material adverse effect on our business.

Healthenvironmental concerns relating to the consumption or sourcing of beef or other food products could affect consumer preferences and could negatively impact our results of operations.

Like other restaurant chains, consumer preferences could be affected by health concerns about the consumption or sourcing of beef, the key ingredient in many of our menu items, or negative publicity concerning food quality and food safety, including food-borne illnesses. In addition, consumer preferences may be impacted by current and future menu-labeling requirements.  A numberrequirements or social and environmental concerns about the sourcing of jurisdictions around the U.S. have adopted regulations requiring that chain restaurants include calorie information on their menu boards or make other nutritional information available. Nation-wide nutrition disclosure requirements includedfood products throughout our supply chain. Future regulatory action may occur which could result in further changes in the U.S. health care reform law are scheduled to go into effect as of May 7, 2018.  However future regulatory action is expected as a result of the current political environment which may result in changes to the nutritionnutritional and environmental disclosure requirements. We cannot make any assurances regarding our ability to effectively respond to changes in consumer health perceptions or our ability to successfully implement the nutrient content disclosure requirements and to adapt our menu offerings to trends in eating habits.prevailing trends. The imposition of menu‑labelingmenu-labeling and food sourcing laws or regulations could have an adverse effect on our results of operations and financial position, as well as the restaurant industry in general. The labeling and sourcing requirements and any negative publicity concerning any of the food products we serve may adversely affect demand for our food and could result in a decrease in guest traffic to our restaurants. If we react to the labeling or sourcing requirements or negative publicity by changing our conceptconcepts or our menu offerings or their ingredients, we may lose guests who do not prefer the new concept or products, and we may not be able to attract sufficient new guests to produce the revenue needed to make our restaurants profitable. In addition, we may have different or additional competitors for our intended guests as a result of a change in our concept and may not be able to compete successfully against those competitors. A decrease in guest traffic to our restaurants as a result of these health, social and environmental concerns or negative publicity or as a result of a change in our menu or concept could materiallysignificantly harm our business.

Food safety and food‑bornesanitation, food-borne illness and health concerns may have an adverse effect on our business by reducing demand and increasing costs.

Food safety and sanitation is a top priority, and we dedicate substantial resources to help our guests enjoy safe, quality food products. However, food‑bornefood-borne illnesses and food safety issues occur in the food industry from time to time. Any report or publicity, whether true or not, linking us to instances of food‑bornefood-borne illness or other food safety issues, including food tampering or contamination, could adversely affect our brandsconcepts and reputation as well as our revenue and profits.results of operations. In addition, instances of food‑bornefood-borne illness, food tampering or food contamination occurring solely at restaurants of our competitors could result in negative publicity about the food service industry generally and adversely impact our revenue and profits.

23


Furthermore, our reliance on third‑partythird-party food suppliers and distributors increases the risk that food‑food-borne illness incidents could be caused by factors outside of our control and that multiple locations would be affected rather than a single restaurant. WeWhile we attempt to minimize the risk, we cannot assure that all food items are properly maintained during transport throughout the supply chain and that our employees will identify all products that may be spoiled and should not be used in our restaurants. If our guests become ill from food‑bornefood-borne illnesses, we could be forced to

28

temporarily close some restaurants. Furthermore, any instances of food contamination, whether or not at our restaurants, could subject us or our suppliers to a food recall.

TheIn addition, the United States and other countries have experienced, or may experience in the future, outbreaks of viruses, such as theCOVID-19, Hepatitis A, Norovirus, Ebola, Avian Flu, SARS and H1N1. To the extent that a virus is food‑borne,food-borne, future outbreaks may adversely affect the price and availability of certain food products and cause our guests to eat less of a product. To the extent thatproduct which may have a virus is transmitted by human‑to‑human contact, our employees or guests could become infected, or could choose, or be advised or required, to avoid gathering in public places, any one of which could adversely affect our business.

The possibility of future misstatement exists due to inherent limitations in our control systems, which could adversely affect our business.

We cannot be certain that our internal control over financial reporting and disclosure controls and procedures will prevent all possible error and fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of error or fraud, if any, in our company have been detected. These inherent limitations include the realities that judgments in decision‑making can be faulty and that breakdowns can occur because of simple error or mistake, which could have an adverse impact on our business.

We rely heavily on information technology, and any material failure, weakness or interruption could prevent us from effectively operating our business.

We rely heavily on information systems in all aspects of our operations, including point‑of‑sale systems, financial systems, marketing programs, cyber-security and various other processes and transactions.  Our point-of-sale processing in our restaurants includes payment of obligations, collection of cash, credit and debit card transactions and other processes and procedures. Our ability to efficiently and effectively manage our business depends significantly on the reliability and capacity of these systems.  As our business needs continue to evolve, these systems will require upgrading and maintenance over time, consequently requiring significant future commitments of resources and capital.  The failure of these systems to operate effectively, maintenance problems, upgrading or transitioning to new platforms could result in delays in guest service and reduce efficiency in our operations.

We outsource certain business processes to third-party vendors that subject us to risks, including disruptions in business and increased costs.

Some business processes are currently outsourced to third parties.  Such processes include information technology processes, gift card tracking, sales and authorization, credit card authorization and processing, insurance claims processing, payroll tax filings, check payment processing, and other accounting processes.  We also continue to evaluate our other business processes to determine if additional outsourcing is a viable option to accomplish our goals.  We make a diligent effort to validate that all providers of outsourced services maintain customary internal controls, such as redundant processing facilities and adequate security frameworks to guard against breaches or data loss; however, there are no guarantees that failures will not occur.  Failure of third parties to provide adequate services or internal controls over their processes could have an adverse effect on our business.

Our business could be adversely affected by our inability to respond to or effectively manage social media.

As part of our marketing strategy, we utilize social media platforms to promote our concepts and attract and retain guests. Our strategy may not be successful, resulting in expenses incurred without improvement in guest traffic or brand relevance. In addition, a variety of risks are associated with the use of social media, including improper disclosure of proprietary information, negative comments about us, exposure of personally identifiable information, fraud, or dissemination of false information. The inappropriate use of social media vehicles by our guests or employees could increase our costs, lead to litigation or result in negative publicity that could damage our reputation and adversely affect our results of operations, financial condition or ability to accomplish our financial and management reporting.operations.

We may incur costs and adverse revenue consequences resulting from breaches of security related to confidential guest and/or employee information orGiven the fraudulentmarked increase in the use of credit cards.

social media platforms, individuals have access to a broad audience of consumers and other interested persons. The nature of our business involves the receipt and storageavailability of information abouton social media platforms is virtually immediate as is its impact. Many social media platforms immediately publish the content their subscribers and participants post, often without filters or checks on the accuracy of the content posted. Information concerning our guestsCompany may be posted on such platforms at any time. This includes posts by social media influencers that have a significant number of followers and employees. Hardware, softwarereach on the variety of social media platforms. Additionally, social media has increasingly been utilized to target specific companies or other applications we develop and procure from third parties may contain defects in designbrands as a result of a variety of actions or manufactureinactions, or other problemsperceived actions or inactions, that could unexpectedly compromise information security. Unauthorized parties may also attempt to gain access to our systems and facilities through fraud, trickery or other forms of deceiving our employees or vendors. In addition, we accept electronic payment cards for payment in our restaurants. During 2017, approximately 78% of our transactions wereare disfavored by credit or debit cards,interest groups and such card usage could increase. Other retailers have

24


experienced actual or potential security breaches in which creditcampaigns can rapidly accelerate and debit card along with employee information may have been stolen. We may in the future become subjectimpact consumer behavior. If we are unable to claims for purportedly fraudulent transactions arising out of alleged theft of guest and/or employee information,quickly and effectively respond to such reports, we may alsosuffer declines in guest traffic. The impact may be subject to lawsuitsimmediate without affording us an opportunity for redress or other proceedings relating to these types of incidents. Any such claim or proceeding could cause us to incur significant unplanned expenses in excess of our insurance coverage, whichcorrection. These factors could have a material adverse impact on our financial condition and results of operations. Further, adverse publicity resulting from these allegations may result in material adverse revenue consequences for us and our restaurants.business.

On October 1, 2015, the payment card industry began to shift liability for certain transactions to retailers who are not able to accept Europay, Mastercard, and Visa ("EMV") chip card transactions.   We are still assessing the impact of the implementation of EMV.  Until the implementation of EMV chip card technology is completed by us, we may be liable for costs incurred by payment card issuing banks and other third parties or subject to higher transaction fees, which could have an adverse effect on our business, financial condition and cash flows.

We may not be able to obtain and maintain licenses and permits necessary to operate our restaurants and compliance with governmental laws and regulations could adversely affect our operating results.

The restaurant industry is subject to various federal, state and local government regulations, including those relating to the sale of food and alcoholic beverages. Such regulations are subject to change from time to time, sometimes without notice to us. The failure to obtain and maintain these licenses, permits and approvals, including liquor licenses, could adversely affect our operating results. Difficulties or failure to obtain the required licenses and approvals could delay or result in our decision to cancel the opening of new restaurants. Local authorities may revoke, suspend or deny renewal of our liquor licenses if they determine that our conduct violates applicable regulations.

In addition to our having to comply with these licensing requirements, various federal and state labor laws govern our relationship with our employees and affect operating costs. These laws include minimum and tipped wage requirements, overtime pay, health benefits, unemployment tax rates, workers’ compensation rates, work eligibility requirements and working conditions. A number of factors could adversely affect our operating results, including:

·

additional government‑imposed increases in minimum and/or tipped wages, overtime pay, paid leaves of absence, sick leave, and mandated health benefits;

·

increased tax reporting and tax payment requirements for employees who receive gratuities;

·

any failure of our employees to comply with laws and regulations governing citizenship or residency requirements resulting in disruption of our work force and adverse publicity;

·

a reduction in the number of states that allow gratuities to be credited toward minimum wage requirements; and

·

increased employee litigation including claims under federal and/or state wage and hour laws.

The federal Americans with Disabilities Act prohibits discrimination on the basis of disability in public accommodations and employment. Although our restaurants are designed to be accessible to the disabled, we could be required to make modifications to our restaurants to provide service to, or make reasonable accommodations for disabled persons.

Our failure or inability to enforce our trademarks or other proprietary rights could adversely affect our competitive position or the value of our brand.

We own certain common law trademark rights and a number of federal and international trademark and service mark registrations, including our trade names and logos, and proprietary rights relating to certain of our core menu offerings. We believe that our trademarks and other proprietary rights are important to our success and our competitive position. We, therefore, devote appropriate resources to the protection of our trademarks and proprietary rights. The protective actions that we take, however, may not be enough to prevent unauthorized usage or imitation by others, which could harm our image, brand or competitive position and, if we commence litigation to enforce our rights, cause us to incur significant legal fees. Our inability to register or protect our marks and other propriety rights in foreign jurisdictions could adversely affect our competitive position in international markets.

25


We cannot assure you that third parties will not claim that our trademarks or menu offerings infringe upon their proprietary rights. Any such claim, whether or not it has merit, could be time‑consuming, result in costly litigation, cause delays in introducing new menu items in the future or require us to enter into royalty or licensing agreements. As a result, any such claim could have a material adverse effect on our business, results of operations, financial condition or liquidity.

We are subject to increasing legal complexity and could be party to litigation that could adversely affect us.

Increasing legal complexity will continue to affect our operations and results.  We could be subject to legal proceedings that may adversely affect our business, including class actions, administrative proceedings, government investigations, employment and personal injury claims, claims alleging violations of federal and state laws regarding consumer, workplace and employment matters, wage and hour claims, discrimination and similar matters, landlord/tenant disputes, disputes with current and former suppliers, claims by current and former franchisees, and intellectual property claims (including claims that we infringed upon another party’s trademarks, copyrights or patents).  Inconsistent standards imposed by governmental authorities can adversely affect our business and increase our exposure to litigation which could result in significant judgments, including punitive and liquidated damages, and injunctive relief.

Occasionally, our guests file complaints or lawsuits against us alleging that we are responsible for an illness or injury they suffered as a result of a visit to our restaurants, or that we have problems with food quality or operations.  In addition, we are subject to "dram shop" statutes. These statutes generally allow a person injured by an intoxicated person to recover damages from an establishment that wrongfully served alcoholic beverages to the intoxicated person. Some litigation against restaurant chains has resulted in significant judgments, including punitive damages, under dram shop statutes. Because a plaintiff may seek punitive damages, which may not be covered by insurance, this type of action could have an adverse impact on our financial condition and results of operations.

Litigation involving our relationship with franchisees and the legal distinction between our franchisees and us for employment law purposes, if determined adversely, could increase costs, negatively impact the business prospects of our franchisees and subject us to incremental liability for their actions.  We are also subject to the legal and compliance risks associated with privacy, data collection, protection and management, in particular as it relates to information we collect when we provide optional technology-related services to franchisees.

Our operating results could also be affected by the following:

·

The relative level of our defense costs and nature and procedural status of pending proceedings;

·

The cost and other effects of settlements, judgments or consent decrees, which may require us to make disclosures or to take other actions that may affect perceptions of our brand and products;

·

Adverse results of pending or future litigation, including litigation challenging the composition and preparation of our products, or the appropriateness or accuracy of our marketing or other communication practices; and

·

The scope and terms of insurance or indemnification protections that we may have.

Regardless of whether any claims against us are valid or whether we are liable, claims may be expensive to defend and may divert time and money away from our operations and hurt our performance.  A judgment significantly in excess of any applicable insurance coverage could materially adversely affect our financial condition or results of operations.  Further, adverse publicity resulting from these claims may hurt our business.

Our current insurance may not provide adequate levels of coverage against claims.

We currently maintain insurance customary for businesses of our size and type. However, there are types of losses we may incur that cannot be insured against or that we believe are not economically reasonable to insure. Such damages could have a material adverse effect on our business, results of operations and/or liquidity. In addition, we self‑insure a significant portion of expected losses under our health, workers’ compensation, general liability, employment practices liability and property insurance programs. Unanticipated changes in the actuarial assumptions and management estimates underlying our reserves for these losses could result in materially different amounts of expense under these programs, which could have a material adverse effect on our financial condition, results of operations and liquidity.

26


Decreased cash flow from operations, or an inability to access credit could negatively affect our business initiatives or may result in our inability to execute our revenue, expense, and capital allocation strategies.

Our ability to fund our operating plans and to implement our capital allocation strategies depends on sufficient cash flow from operations and/or other financing, including the use of funding under our amended revolving credit facility.  We also may seek access to the debt and/or equity capital markets.  There can be no assurance, however, that these sources of financing will be available on terms favorable to us, or at all.  Our capital allocation strategies include, but are not limited to, new restaurant development, payment of dividends, refurbishment of existing restaurants, repurchases of our common stock and franchise acquisitions.  If we experience decreased cash flow from operations, our ability to fund our operations and planned initiatives, and to take advantage of growth opportunities, may be delayed or negatively affected.  In addition, these disruptions or a negative effect on our revenues could affect our ability to borrow or comply with our covenants under our amended revolving credit facility.  If we are unable to raise additional capital, our growth could be impeded.

Our existing credit facility limits our ability to incur additional debt.

The lenders’ obligation to extend credit under our amended revolving credit facility depends on our maintaining certain financial covenants, including a minimum consolidated fixed charge coverage ratio of 2.00 to 1.00 and a maximum consolidated leverage ratio of 3.00 to 1.00. If we are unable to maintain these ratios, we would be unable to obtain additional financing under this amended revolving credit facility. The amended revolving credit facility permits us to incur additional secured or unsecured indebtedness outside the revolving credit facility, except for the incurrence of secured indebtedness that in the aggregate is equal to or greater than $125.0 million and 20% of our consolidated tangible net worth or circumstances where the incurrence of secured or unsecured indebtedness would prevent us from complying with our financial covenants.  If we are unable to borrow additional capital, our growth could be impeded.

We may be required to record additional impairment charges in the future.

In accordance with accounting guidance as it relates to the impairment of long‑lived assets, we make certain estimates and projections with regard to company restaurant operations, as well as our overall performance in connection with our impairment analyses for long‑lived assets. When impairment triggers are deemed to exist for any company restaurant, the estimated undiscounted future cash flows for the restaurant are compared to its carrying value. If the carrying value exceeds the undiscounted cash flows, an impairment charge would be recorded equal to the difference between the carrying value and the estimated fair value.

We also review the value of our goodwill on an annual basis and when events or changes in circumstances indicate that the carrying value of goodwill or other intangible assets may exceed the fair value of such assets. The estimates of fair value are based upon the best information available as of the date of the assessment and incorporate management assumptions about expected future cash flows and contemplate other valuation measurements and techniques.

The estimates of fair value used in these analyses require the use of judgment, certain assumptions and estimates of future operating results. If actual results differ from our estimates or assumptions, additional impairment charges may be required in the future. If impairment charges are significant, our results of operations could be adversely affected.

If we lose the services of any of our key management personnel, our business could suffer.

Our future success depends on the continued services and performance of our key management personnel. Our future performance will depend on our ability to motivate and retain these and other key officers and managers, particularly regional market partners, market partners and managing partners. Competition for these employees is intense. The loss of the services of members of our senior management team or other key officers or managers or the inability to attract additional qualified personnel as needed could materially harm our business.

Our franchisees could take actions that could harm our business.

Our franchisees are contractually obligated to operate their restaurants in accordance with Texas Roadhouse standards. We also provide training and support to franchisees. However, most franchisees are independent third parties that we do not control, and these franchisees own, operate and oversee the daily operations of their restaurants. As a result, the ultimate success and quality of any franchise restaurant rests with the franchisee. If franchisees do not successfully operate restaurants in a manner consistent with our standards, the Texas Roadhouse image and reputation could be harmed, which in turn could adversely affect our business and operating results.

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Risks Related to Our Corporate Structure, Our Stock Ownership and Our Common StockCorporate Structure

Provisions in our charter documents and Delaware law may delay or prevent our acquisition by a third party.

Our certificate of incorporation and by‑by-laws contain several provisions that may make it more difficult for a third party to acquire control of us without the approval of our Board of Directors.Board. These provisions include, among other things, advance notice for raising business or making nominations at meetings and "blank check" preferred stock. Blank check preferred stock enables our Board, of Directors, without approval of the stockholders,shareholders, to designate and issue additional series of preferred stock with such dividend, liquidation, conversion, voting or other rights, including the right to issue convertible securities with no limitations on conversion, as our Board of Directors may determine. The issuance of blank check preferred stock may adversely affect the voting and other rights of the holders of our common stock as our Board of Directors may designate and issue preferred stock with terms that are senior to our common stock. These provisions may make it more difficult or expensive for a third party to acquire a majority of our outstanding common stock. These provisions also may delay, prevent or deter a merger, acquisition, tender offer, proxy contest or other transaction that might otherwise result in our stockholdersshareholders receiving a premium over the market price for their common stock. If we issue preferred shares in the future that have a preference over our common stock with respect to dividends or upon liquidation, dissolution or winding up, or if we issue preferred shares with voting rights that dilute the voting power of our common stock, the rights of our common stockholders or the market price of our common stock may be adversely affected.

The Delaware General Corporation Law prohibits us from engaging in "business combinations" with "interested shareholders" (with some exceptions) unless such transaction is approved in a prescribed manner. The existence of this provision could have an anti‑takeoveranti-takeover effect with respect to transactions not approved in advance by the Board, of Directors, including discouraging attempts that might result in a premium over the market price for our common stock.

There can be no assurance that we will continue to pay dividends on our common stock.stock or repurchase our common stock up to the maximum amounts permitted under our previously announced repurchase program.

Payment of cash dividends on our common stock isor repurchases of our common stock are subject to compliance with applicable laws and depends on, among other things, our results of operations, financial condition, level of

29

indebtedness, capital requirements, business prospects, macro-economic conditions and other factors that our Board of Directors may deem relevant. Although we have paid dividends in the past, thereThere can be no assurance that we will continue to pay any dividends inor repurchase our common stock at the future.same levels we have historically (if at all).

Our business could be negatively affected as a result of actions of activist stockholders,shareholders, and such activism could impact the trading value of our common stock.

We value constructive input from our stockholdersshareholders and the investment community. Our Board of Directors and management team are committed to acting in the best interests of all of our stockholders.shareholders. There is no assurance that the actions taken by our Board of Directors and management in seeking to maintain constructive engagement with our stockholdersshareholders will be successful.

Responding to actions by activist shareholders can be costly and time-consuming, disrupting our operations and diverting the attention of management and our employees. Such activities could interfere with our ability to execute our strategic plan. The perceived uncertainties as to our future direction also resulting from activist strategies could also affect the market price and volatility of our common stock.

Failure to achieve and maintain effective internal control over financial reporting may negatively impact our business and our financial results.

The Company is responsible for establishing and maintaining effective internal control over financial reporting. This includes establishing controls around the adoption of new, or changes in existing, accounting policies and practices. Despite its inherent limitations, effective internal control over financial reporting helps provide reasonable assurance regarding the reliability of financial reporting for external purposes. A significant accounting error correction, financial reporting failure or material weakness in internal control over financial reporting could cause results in our consolidated financial statements that do not accurately reflect our financial condition, a loss of investor confidence and subsequent decline in the market price of our common stock, increase our costs and regulatory scrutiny, and lead to litigation or result in negative publicity that could damage our reputation.

ITEM 1B—1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 1C. CYBERSECURITY

None.Risk Management and Strategy

In the course of our operations, the Company receives and maintains sensitive information from our guests, employees, partners and business operations. To address cybersecurity threats to this information, the Company uses a risk-based approach to create and implement a detailed set of information security policies and procedures based on frameworks established by the National Institute of Standards and Technology. The Company’s Head of Information Security leads the Company’s cybersecurity efforts under the direct oversight of our Chief Technology Officer. Together, these individuals have over 50 years of experience involving information technology, including security, auditing, compliance, systems and programming. Additionally, the Company engages in the use of external cybersecurity experts for training, contingency planning, consultation and process documentation.

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The Company has implemented detective and preventative controls designed to ensure the appropriate level of protection for the confidentiality, integrity and availability of data stored on or transferred through our information technology resources.  The Company has a risk assessment process to identify risks associated with our use of third-party service providers and has implemented specific processes and controls designed to mitigate those identified risks. Both internal and third-party audits are performed routinely to verify that these controls are effective. Additionally, the Company has implemented trainings designed to provide best practices for protecting our network and systems, and also routinely leads exercises for employees to reinforce the risk and proper handling of targeted emails. The Company’s Head of Information Security is responsible for developing and implementing these controls and training exercises with support from our information technology department. 

The Company’s enterprise risk management program has established an internal risk committee to evaluate information governance risks. This committee comprises members of management of the Company’s information technology, human resources, marketing, accounting, risk, procurement, training, finance and legal functions, and is focused on performing risk assessments to identify areas of concern and implement appropriate changes to enhance its

30

cybersecurity and privacy policies and procedures. The internal risk committee is informed of the Company’s risk prevention and mitigation efforts on a regular basis. The committee is also briefed on detection and remediation of cybersecurity incidents in a timely manner following the detection of any potential events.

The Company has a crisis response team comprising senior members of various corporate functions to oversee the response to various crises including potential crises arising from cybersecurity incidents that may impact the Company and/or its vendor partners.  This team conducts regular tabletop exercises to simulate responses to cybersecurity incidents. To the extent there is a cybersecurity incident impacting the Company and/or a vendor partner, the crisis response team’s process would be to ensure that our Head of Information Security and Chief Technology Officer are informed immediately and that the potential impact of the incident and remedial measures arising from the incident are communicated to the executive officers of the Company.

There can be no guarantee that our policies and procedures will be effective. Although our risk factors include further detail about the material cybersecurity risks we face and how a cybersecurity incident may affect our business strategy, results of operations or financial condition, we believe that risks from prior cybersecurity threats, including as a result of any previous cybersecurity incident, have not materially affected our business to date. We can provide no assurances that there will not be incidents in the future or that they will not materially affect us, including our business strategy, results of operations or financial condition.

Governance

The Board has authorized the audit committee to oversee the Company’s risk assessment and risk management practices and strategies. This delegation includes maintaining responsibility for overseeing the Company’s enterprise risk management program. As a part of this oversight role, the audit committee receives regular updates from management on cybersecurity and privacy risks impacting the Company, which includes benchmarking these risks versus our industry. Our Board members also engage in ad hoc conversations with management on cybersecurity-related news events, receive training specific to cybersecurity risks and threats and regularly discuss any updates to our cybersecurity risk management and strategy programs.

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ITEM 2. PROPERTIES

ITEM 2—PROPERTIESProperties

Properties

Our Support Center is located in Louisville, Kentucky. We occupy this facility under leasesa master lease with Paragon Centre Holdings, LLC, a limited liability company in which we have a minority ownership position. As of December 26, 2017,2023, we leased 100,546133,023 square feet. Our leases expire Decemberlease expires on October 31, 20302048, including all applicable extensions.

Of the 462635 company restaurants in operation as of December 26, 2017,2023, we owned 140155 locations and leased 322480 locations, as shown in the following table.

State

    

Owned

    

Leased

    

Total

 

Alabama

 

3

 

7

 

10

Alaska

 

 

2

 

2

Arizona

 

6

 

14

 

20

Arkansas

 

2

 

7

 

9

California

 

1

 

7

 

8

Colorado

 

7

 

10

 

17

Connecticut

 

 

5

 

5

Delaware

 

1

 

4

 

5

Florida

 

7

 

37

 

44

Georgia

 

4

 

12

 

16

Idaho

 

1

 

5

 

6

Illinois

 

3

 

16

 

19

Indiana

 

13

 

15

 

28

Iowa

 

2

 

9

 

11

Kansas

 

2

 

5

 

7

Kentucky

 

4

 

15

 

19

Louisiana

 

2

 

8

 

10

Maine

 

 

3

 

3

Maryland

 

4

 

10

 

14

Massachusetts

 

1

 

9

 

10

Michigan

 

5

 

16

 

21

Minnesota

 

1

 

6

 

7

Mississippi

 

1

 

2

 

3

Missouri

 

2

 

16

 

18

Montana

2

2

Nebraska

 

1

 

3

 

4

Nevada

 

 

4

 

4

New Hampshire

 

2

 

1

 

3

New Jersey

 

 

10

 

10

New Mexico

 

1

 

8

 

9

New York

 

3

 

19

 

22

North Carolina

 

4

 

17

 

21

North Dakota

 

 

2

 

2

Ohio

 

12

 

24

 

36

Oklahoma

 

3

 

7

 

10

Oregon

 

 

2

 

2

Pennsylvania

 

3

 

24

 

27

Rhode Island

 

 

3

 

3

South Carolina

 

 

9

 

9

South Dakota

 

1

 

1

 

2

Tennessee

 

 

18

 

18

Texas

 

39

 

48

 

87

Utah

 

1

 

9

 

10

Vermont

 

 

1

 

1

Virginia

 

6

 

16

 

22

Washington

 

 

2

 

2

West Virginia

 

1

 

3

 

4

Wisconsin

 

4

 

7

 

11

Wyoming

 

2

 

 

2

Total

 

155

 

480

 

635

 

 

 

 

 

 

 

 

State

    

Owned

    

Leased

    

Total

 

Alabama

 

 3

 

 5

 

 8

 

Alaska

 

 

 2

 

 2

 

Arizona

 

 6

 

11

 

17

 

Arkansas

 

 

 4

 

 4

 

California

 

 1

 

 2

 

 3

 

Colorado

 

 7

 

 8

 

15

 

Connecticut

 

 

 5

 

 5

 

Delaware

 

 1

 

 1

 

 2

 

Florida

 

 7

 

23

 

30

 

Georgia

 

 3

 

 4

 

 7

 

Idaho

 

 1

 

 4

 

 5

 

Illinois

 

 2

 

13

 

15

 

Indiana

 

12

 

 6

 

18

 

Iowa

 

 2

 

 7

 

 9

 

Kansas

 

 2

 

 3

 

 5

 

Kentucky

 

 4

 

 7

 

11

 

Louisiana

 

 2

 

 7

 

 9

 

Maine

 

 

 3

 

 3

 

Maryland

 

 

 7

 

 7

 

Massachusetts

 

 1

 

 9

 

10

 

Michigan

 

 3

 

11

 

14

 

Minnesota

 

 1

 

 3

 

 4

 

Mississippi

 

 1

 

 2

 

 3

 

Missouri

 

 2

 

12

 

14

 

Nebraska

 

 1

 

 2

 

 3

 

Nevada

 

 

 1

 

 1

 

New Hampshire

 

 2

 

 1

 

 3

 

New Jersey

 

 

 7

 

 7

 

New Mexico

 

 1

 

 4

 

 5

 

New York

 

 3

 

15

 

18

 

North Carolina

 

 5

 

13

 

18

 

North Dakota

 

 

 2

 

 2

 

Ohio

 

12

 

18

 

30

 

Oklahoma

 

 2

 

 5

 

 7

 

Oregon

 

 

 2

 

 2

 

Pennsylvania

 

 3

 

20

 

23

 

Rhode Island

 

 

 3

 

 3

 

South Carolina

 

 

 2

 

 2

 

South Dakota

 

 1

 

 1

 

 2

 

Tennessee

 

 

13

 

13

 

Texas

 

36

 

27

 

63

 

Utah

 

 

 9

 

 9

 

Vermont

 

 

 1

 

 1

 

Virginia

 

 6

 

 9

 

15

 

Washington

 

 

 1

 

 1

 

West Virginia

 

 1

 

 1

 

 2

 

Wisconsin

 

 4

 

 6

 

10

 

Wyoming

 

 2

 

 

 2

 

Total

 

140

 

322

 

462

 

Additional information concerning our properties and leasing arrangements is included in note 2(p)Note 2 and note 7Note 8 to the Consolidated Financial Statements appearing in Part II, Item 8 of this Annual Report on Form 10-K.

2932


ITEM 3—3. LEGAL PROCEEDINGS

Occasionally, we are a defendantInformation regarding legal proceedings is included in litigation arisingNote 13 to the Consolidated Financial Statements appearing in the ordinary course of our business, including "slip and fall" accidents, employment related claims, claims related to our service of alcohol, and claims from guests or employees alleging illness, injury or food quality, health or operational concerns. None of these types of litigation, most of which are covered by insurance, has had a material effect on us and, as of the datePart II, Item 8 of this report, we are not party to any litigation that we believe could have a material adverse effectAnnual Report on our business.Form 10-K.

ITEM 4—4. MINE SAFETY DISCLOSURES

Not applicable.

30


33

PART II

ITEM 5—5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock is traded on the Nasdaq Global Select Market under the symbol TXRH. Dividend information and the quarterly high and low sales prices of our common stock by quarter were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

    

 

 

    

 

 

    

Dividends

 

 

 

High

 

Low

 

Declared

 

Year ended December 26, 2017

 

 

 

 

 

 

 

 

 

 

First Quarter

 

$

49.69

 

$

40.28

 

$

0.21

 

Second Quarter

 

$

51.91

 

$

43.59

 

$

0.21

 

Third Quarter

 

$

51.74

 

$

44.29

 

$

0.21

 

Fourth Quarter

 

$

55.99

 

$

47.70

 

$

0.21

 

Year ended December 27, 2016

 

 

 

 

 

 

 

 

 

 

First Quarter

 

$

43.76

 

$

33.80

 

$

0.19

 

Second Quarter

 

$

46.81

 

$

40.51

 

$

0.19

 

Third Quarter

 

$

49.00

 

$

40.32

 

$

0.19

 

Fourth Quarter

 

$

50.51

 

$

37.23

 

$

0.19

 

The number of holders of record of our common stock as of February 14, 20182024 was 213.158.

On February 16, 2018,14, 2024, our Board of Directors authorized the payment ofdeclared a cashquarterly dividend of $0.25$0.61 per share of common stock. This paymentstock which will be distributed on March 29, 2018,26, 2024 to shareholders of record at the close of business on March 14, 2018.13, 2024. The declaration and payment of cash dividends on our common stock is at the discretion of our Board, of Directors, and any decision to declare a dividend will be based on a number of factors including, but not limited to, earnings, financial condition, applicable covenants under our amended credit facility and other contractual restrictions, or other factors deemed relevant.

Unregistered Sales of Equity Securities

There were no equity securities sold by the Company during the period covered by this Annual Report on Form 10‑K10-K that were not registered under the Securities Act of 1933, as amended.

Issuer Repurchases of Securities

On May 22, 2014,In 2008, our Board approved our first stock repurchase program. From inception through December 26, 2023, we have paid $683.5 million through our authorized stock repurchase programs to repurchase 21,496,468 shares of Directorsour common stock at an average price per share of $31.80. On March 17, 2022, the Board approved a stock repurchase program under which we may repurchase up to $100.0$300.0 million of our common stock. For the 52 weeks ended December 26, 2017, we did not repurchase any shares of common stock.  As of December 26, 2017, we had approximately $69.9 million remaining under our authorized repurchase program. This stock repurchase program has no expiration date and replaced a previous stock repurchase program which was approved on February 16, 2012.date. All repurchases to date under our stock repurchase program have been made through open market transactions. The timing and the amount of any repurchases will be determined by management under parameters established by our Board of Directors, based on an evaluationIn 2023, we paid $50.0 million to repurchase 455,026 shares of our stock price, market conditions and other corporate considerations.

Since commencing ourcommon stock. For the 13 weeks ended December 26, 2023, we paid $4.8 million to repurchase program in 2008, we have repurchased a total of 14,844,85140,707 shares of our common stock. As of December 26, 2023, $116.9 million remains authorized for stock repurchases.

The following table includes information regarding purchases of our common stock at a total cost of $216.6 million throughmade by us during the quarter ended December 26, 2017 under authorizations from our Board2023:

    

    

    

Total Number

    

Maximum Number

 

of Shares

(or Approximate

 

Purchased as

Dollar Value) of

 

Part of Publicly

Shares that May

 

Total Number

Average

Announced

Yet Be Purchased

 

of Shares

Price Paid

Plans or

Under the Plans

 

Period

Purchased

per Share

Programs

or Programs

 

September 27 to October 24

 

$

 

$

121,683,492

October 25 to November 21

 

$

 

$

121,683,492

November 22 to December 26

 

40,707

$

117.92

40,707

$

116,883,508

Total

 

40,707

 

40,707

34

Table of Directors.Contents

Stock Performance Graph

The following graph sets forth the cumulative total shareholder return experienced by holders of the Company’s common stock compared to the cumulative total return of the Russell 3000S&P 500 Index as well as the industry specific S&P Composite 1500 Restaurant Index and the Russell 3000 IndexSub-Index for the five year period ended December 26, 2017,2023, the last trading day of our fiscal year. The graph assumes the values of the investment in our common stock and each index was $100 on December 25, 201226, 2018 and the reinvestment of all dividends paid during the period of the securities comprising the indices.

Note: The stock price performance shown on the graph below does not indicate future performance.

31


Comparison of Cumulative Total Return Since December 25, 201226, 2018

AmongGraphic

    

12/26/2018

    

12/31/2019

    

12/29/2020

    

12/28/2021

    

12/27/2022

    

12/26/2023

 

Texas Roadhouse, Inc.

$

100.00

$

101.28

$

143.02

$

164.44

$

176.61

$

235.74

S&P 500

$

100.00

$

140.25

$

164.74

$

214.60

$

174.52

$

221.20

S&P Composite 1500 Restaurant Sub-Index

$

100.00

$

129.15

$

153.58

$

187.65

$

173.39

$

198.08

ITEM 6. RESERVED

35

Table of Contents

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The discussion and analysis below of the financial condition and results of operations for Texas Roadhouse, Inc., (the "Company," "we," "our" and/or "us") should be read in conjunction with the Russell 3000 Indexconsolidated financial statements and the Russell 3000 Restaurant Indexnotes to such financial statements (pages F-1 to F-29), "Forward-looking Statements" (page 3) and Risk Factors set forth in Item 1A. For discussion and analysis of our financial condition and results of operations for fiscal year 2022 compared to fiscal year 2021, see Part II, Item 7 of our 2022 Form 10-K.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

12/25/2012

    

12/31/2013

    

12/30/2014

    

12/29/2015

    

12/27/2016

    

12/26/2017

 

Texas Roadhouse, Inc.

 

$

100.00

 

$

165.28

 

$

200.83

 

$

214.39

 

$

294.65

 

$

339.83

 

Russell 3000

 

$

100.00

 

$

130.98

 

$

146.09

 

$

144.94

 

$

159.51

 

$

191.62

 

Russell 3000 Restaurant

 

$

100.00

 

$

126.73

 

$

132.96

 

$

157.26

 

$

163.51

 

$

194.51

 

Our Company

32


TableTexas Roadhouse, Inc. is a growing restaurant company operating predominantly in the casual dining segment. Our late founder, W. Kent Taylor, started the business in 1993 with the opening of Contentsthe first Texas Roadhouse restaurant in Clarksville, Indiana. Since then, we have grown to three concepts with 741 restaurants in 49 states and ten foreign countries. As of December 26, 2023, our 741 restaurants included:

635 company restaurants, of which 615 were wholly-owned and 20 were majority-owned. The results of operations of company restaurants are included in our consolidated statements of income and comprehensive income. The portion of income attributable to noncontrolling interests in company restaurants that are majority-owned is reflected in the line item net income attributable to noncontrolling interests in our consolidated statements of income and comprehensive income. Of the 635 company restaurants, we operated 582 as Texas Roadhouse restaurants, 45 as Bubba’s 33 restaurants and eight as Jaggers restaurants.
106 franchise restaurants, of which 20 we have a 5.0% to 10.0% ownership interest. The income derived from our minority interests in these franchise restaurants is reported in the line item equity income (loss) from investments in unconsolidated affiliates in our consolidated statements of income and comprehensive income. Of the 106 franchise restaurants, 56 were domestic Texas Roadhouse restaurants, two were domestic Jaggers restaurants and 48 were international Texas Roadhouse restaurants.

ITEM 6—SELECTED CONSOLIDATED FINANCIAL DATA

We derivedhave contractual arrangements that grant us the selected consolidated financial data asright to acquire at pre-determined formulas the remaining interests in 18 of the 20 majority-owned company restaurants and for53 of the years 2017, 2016, 2015, 201458 domestic franchise restaurants.

Throughout this report, we use the term "restaurants" to include Texas Roadhouse and 2013 from our audited consolidated financial statements.Bubba’s 33, unless otherwise noted.

The Company utilizesPresentation of Financial and Operating Data

We operate on a 52 or 53 week accounting periodfiscal year that typically ends on the last Tuesday in December. The Company utilizes a 13 or 14 week accounting period for quarterly reporting purposes. Fiscal year 2013 was 532023 and fiscal year 2022 were both 52 weeks in length, while fiscal years 2017, 2016, 2015 and 2014the fourth quarters were 52both 13 weeks in length.

Long-term Strategies to Grow Earnings Per Share and Create Shareholder Value

Our historical results are not necessarily indicativelong-term strategies with respect to increasing net income and earnings per share, along with creating shareholder value, include the following:

Expanding Our Restaurant Base. We continue to evaluate opportunities to develop restaurants in existing markets and in new domestic and international markets. Domestically, we remain focused primarily on markets where we believe a significant demand for our restaurants exists because of population size, income levels, the presence of shopping and entertainment centers and a significant employment base. In addition, we continue to pursue opportunities to acquire domestic franchise locations to expand our company restaurant base.

We have entered into area development and franchise agreements for the development and operation of Texas Roadhouse restaurants in numerous foreign countries and one U.S. territory. We have also entered into area development agreements for Jaggers, our fast-casual concept. We opened our first two Jaggers franchise restaurants in 2023.

In 2023, we opened 30 company restaurants while our franchise partners opened 15 restaurants. The company restaurants included 22 Texas Roadhouse restaurants, five Bubba’s 33 restaurants, and three Jaggers

36

restaurants. The franchise restaurants included ten international Texas Roadhouse restaurants, three domestic Texas Roadhouse restaurants and two domestic Jaggers restaurants.

In 2023, we also completed the acquisition of eight domestic franchise Texas Roadhouse restaurants for an aggregate purchase price of $39.1 million.

Maintaining and/or Improving Restaurant Level Profitability. We continue to focus on driving comparable restaurant sales to maintain or improve restaurant level profitability. This includes a pricing strategy that balances the impacts of inflationary pressures with our long-term value positioning. In terms of driving traffic at our restaurants, we remain focused on encouraging repeat visits by our guests and attracting new guests through our continued commitment to operational standards relating to food and service quality. To attract new guests and increase the frequency of visits of our existing guests, we continue to drive various localized marketing programs, focus on speed of service and kitchen efficiency, increase throughput by adding seats and parking at certain restaurants and continue to enhance the guest digital experience.

At our high volume restaurants, we continue to look for opportunities to increase our dining room capacity by adding on to our existing building and/or to increase our parking capacity by leasing or purchasing property that adjoins our site. We also continue to make a number of building modifications and/or expansions to existing restaurants in order to better accommodate increased dine-in and to-go sales. These modifications include room expansions which add additional guest seating, the addition of to-go areas and cooler expansions to accommodate higher inventory levels.

In recent years, we have relocated several existing Texas Roadhouse locations at or near the end of their associated lease or as a result of eminent domain which allowed us to move to a better site, update them to a current prototypical design, construct a larger building with more seats and greater number of available parking spaces, accommodate increased to-go sales and/or obtain more favorable lease terms. We continue to evaluate these opportunities particularly as it relates to older locations with strong sales.

Leveraging Our Scalable Infrastructure. To support our growth, we have made investments in our infrastructure across all critical functions, including the development of new strategic initiatives. Whether we are able to leverage our infrastructure in future years by growing our general and administrative costs at a slower rate than our revenue will depend, in part, on our new restaurant openings, our comparable restaurant sales growth rate going forward and the level of investment we continue to make in our infrastructure.
Returning Capital to Shareholders. We continue to evaluate opportunities to return capital to our shareholders, including the payment of dividends and repurchase of common stock. In 2011, our Board declared our first quarterly dividend of $0.08 per share of common stock which has consistently grown over time. In 2023, the Board declared a quarterly cash dividend of $0.55 per share of common stock. On February 14, 2024, the Board declared a quarterly cash dividend of $0.61 per share of common stock, representing an 11% increase compared to the quarterly dividend declared in the prior year period.

In 2008, the Board approved our first stock repurchase program. On March 17, 2022, the Board approved a stock repurchase program under which we may repurchase up to $300.0 million of our resultscommon stock. In 2023, we paid $50.0 million to repurchase 455,026 shares of our common stock. As of December 26, 2023, $116.9 million remained authorized for any future period.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal Year

 

 

    

2017

    

2016

    

2015

    

2014

    

2013

 

 

 

 

(in thousands, except per share data)

 

Consolidated Statements of Income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Restaurant sales

 

$

2,203,017

 

$

1,974,261

 

$

1,791,446

 

$

1,568,556

 

$

1,410,118

 

Franchise royalties and fees

 

 

16,514

 

 

16,453

 

 

15,922

 

 

13,592

 

 

12,467

 

Total revenue

 

 

2,219,531

 

 

1,990,714

 

 

1,807,368

 

 

1,582,148

 

 

1,422,585

 

Income from operations

 

 

186,206

 

 

171,900

 

 

144,565

 

 

130,449

 

 

119,715

 

Income before taxes

 

 

186,117

 

 

171,756

 

 

144,247

 

 

129,967

 

 

118,227

 

Provision for income taxes

 

 

48,581

 

 

51,183

 

 

42,986

 

 

38,990

 

 

34,140

 

Net income including noncontrolling interests

 

$

137,536

 

$

120,573

 

$

101,261

 

$

90,977

 

$

84,087

 

Less: Net income attributable to noncontrolling interests

 

 

6,010

 

 

4,975

 

 

4,367

 

 

3,955

 

 

3,664

 

Net income attributable to Texas Roadhouse, Inc. and subsidiaries

 

$

131,526

 

$

115,598

 

$

96,894

 

$

87,022

 

$

80,423

 

Net income per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

1.85

 

$

1.64

 

$

1.38

 

$

1.25

 

$

1.15

 

Diluted

 

$

1.84

 

$

1.63

 

$

1.37

 

$

1.23

 

$

1.13

 

Weighted average shares outstanding(1):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

70,989

 

 

70,396

 

 

70,032

 

 

69,719

 

 

70,089

 

Diluted

 

 

71,527

 

 

71,052

 

 

70,747

 

 

70,608

 

 

71,362

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash dividends declared per share

 

$

0.84

 

$

0.76

 

$

0.68

 

$

0.60

 

$

0.48

 

stock repurchases. From inception through December 26, 2023, we have paid $683.5 million through our authorized stock repurchase programs to repurchase 21,496,468 shares of our common stock at an average price per share of $31.80.

Key Measures We Use To Evaluate Our Company

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

33


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal Year

 

 

    

2017

    

2016

    

2015

    

2014

    

2013

 

 

 

($ in thousands)

 

Consolidated Balance Sheet Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

150,918

 

$

112,944

 

$

59,334

 

$

86,122

 

$

94,874

 

Total assets

 

 

1,330,623

 

 

1,179,971

 

 

1,032,706

 

 

943,142

 

 

877,644

 

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

 

 

51,981

 

 

52,381

 

 

25,550

 

 

50,693

 

 

50,990

 

Total liabilities

 

 

479,232

 

 

421,729

 

 

355,524

 

 

328,186

 

 

283,784

 

Noncontrolling interests

 

 

12,312

 

 

8,016

 

 

7,520

 

 

7,064

 

 

6,201

 

Texas Roadhouse, Inc. and subsidiaries stockholders’ equity(2)

 

$

839,079

 

$

750,226

 

$

669,662

 

$

607,892

 

$

587,659

 

Selected Operating Data (unaudited):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Restaurants:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Company-Texas Roadhouse

 

 

440

 

 

413

 

 

392

 

 

368

 

 

345

 

Company-Bubba’s 33

 

 

20

 

 

16

 

 

 7

 

 

 3

 

 

 1

 

Company-Other

 

 

 2

 

 

 2

 

 

 2

 

 

 1

 

 

 

Franchise - Domestic

 

 

70

 

 

73

 

 

72

 

 

70

 

 

70

 

Franchise - International

 

 

17

 

 

13

 

 

10

 

 

 9

 

 

 4

 

Total

 

 

549

 

 

517

 

 

483

 

 

451

 

 

420

 

Company restaurant information:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Store weeks

 

 

23,274

 

 

21,583

 

 

20,020

 

 

18,565

 

 

17,426

 

Comparable restaurant sales growth(3)

 

 

4.5

%  

 

3.5

%  

 

7.2

%  

 

4.7

%  

 

3.4

%

Texas Roadhouse restaurants only:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comparable restaurant sales growth(3)

 

 

4.5

%  

 

3.6

%  

 

7.2

%  

 

4.7

%  

 

3.4

%

Average unit volume(4)

 

$

4,973

 

$

4,805

 

$

4,664

 

$

4,355

 

$

4,186

 

Net cash provided by operating activities

 

$

286,373

 

$

257,065

 

$

227,941

 

$

191,713

 

$

173,836

 

Net cash used in investing activities

 

$

(178,156)

 

$

(164,738)

 

$

(173,203)

 

$

(124,240)

 

$

(111,248)

 

Net cash used in financing activities

 

$

(70,243)

 

$

(38,717)

 

$

(81,526)

 

$

(76,225)

 

$

(49,460)

 


(1)

See note 11 to the Consolidated Financial Statements.

(2)

See note 10 to the Consolidated Financial Statements.

(3)

Comparable Restaurant Sales.Comparable restaurant sales growth reflectsreflect the change in sales for all company restaurants across all concepts, unless otherwise noted, over the same period of the prior year for the comparable restaurant base. We define the comparable restaurant base to include those restaurants open for a full 18 months before the beginning of the later fiscal period measured excluding sales from restaurants permanently closed during the period.

Comparable restaurant sales can be impacted by changes in guest traffic counts or by changes in the

37

per person average check amount. Menu price changes, the mix of menu items sold and the mix of dine-in versus to-go sales can affect the per person average check amount.

(4)

Average Unit Volume.Average unit volume represents the average annual restaurant sales fromfor Texas Roadhouse companyand Bubba’s 33 restaurants open for a full six months before the beginning of the period measured excluding sales fromof restaurants permanently closed during the period. Although 2013 contained 53 weeks, for comparative purposes, 2013Historically, average unit volume was adjusted to a 52 week basis. Additionally,growth is less than comparable restaurant sales growth which indicates that newer restaurants are operating with sales growth levels lower than the company average. At times, average unit volume growth may be more than comparable restaurant sales growth which indicates that newer restaurants are operating with sales growth levels higher than company average.

Store Weeks and New Restaurant Openings. Store weeks represent the number of weeks that all company restaurants for 2016, 2014across all concepts, unless otherwise noted, were open during the reporting period. Store weeks include weeks in which a restaurant is temporarily closed. Store week growth is driven by new restaurant openings and 2013franchise acquisitions. New restaurant openings reflect the number of restaurants opened during a particular fiscal period, excluding store relocations. We consider store openings that occur simultaneously with a store closure in the table above was adjustedsame trade area to reflectbe a relocation.
Restaurant Margin. Restaurant margin (in dollars, as a percentage of restaurant and other sales and per store week) represents restaurant and other sales less restaurant-level operating costs, including food and beverage costs, labor, rent and other operating costs. Restaurant margin is not a measurement determined in accordance with U.S. generally accepted accounting principles ("GAAP") and should not be considered in isolation, or as an alternative, to income from operations. This non-GAAP measure is not indicative of overall company performance and profitability in that this measure does not accrue directly to the restaurant salesbenefit of any acquired franchise restaurants.

34


ITEM 7—MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The discussion and analysis below for the Company should be read in conjunction with the consolidated financial statements and the notes to such financial statements (pages F‑1 to F‑26), "Forward‑looking Statements" (page 3) and Risk Factors set forth in Item 1A.

Our Company

Texas Roadhouse, Inc. is a growing restaurant company operating predominately in the casual dining segment. Our founder, chairman and chief executive officer, W. Kent Taylor, started the business in 1993 with the opening of the first Texas Roadhouse restaurant in Clarksville, Indiana. Since then, we have grown to 549 restaurants in 49 states and seven foreign countries. Our mission statement is "Legendary Food, Legendary Service®." Our operating strategy is designed to position each of our restaurants as the local hometown destination for a broad segment of consumers seeking high‑quality, affordable meals served with friendly, attentive service. As of December 26, 2017, our 549 restaurants included:

·

462 "company restaurants," of which 444 were wholly‑owned and 18 were majority‑owned. The results of operations of company restaurants are included in our consolidated statements of income and comprehensive income. The portion of income attributableshareholders due to noncontrolling interests in company restaurants that are not wholly‑owned is reflected in the line item entitled "Net income attributable to noncontrolling interests" in our consolidated statements of income and comprehensive income. Of the 462 restaurants we owned and operated at the end of 2017, we operated 440 as Texas Roadhouse restaurants and operated 20 as Bubba’s 33 restaurants. In addition, we operated two restaurants outsidenature of the casual dining segment.

costs excluded. Restaurant margin is widely regarded as a useful metric by which to evaluate core restaurant-level operating efficiency and performance over various reporting periods on a consistent basis.

·

87 "franchise restaurants," 24 of which we have a 5.0% to 10.0% ownership interest. The income derived from our minority interests in these franchise restaurants is reported in the line item entitled "Equity income from investments in unconsolidated affiliates" in our consolidated statements of income and comprehensive income. Additionally, we provide various management services to these 24 franchise restaurants, as well as six additional franchise restaurants in which we have no ownership interest. All of the franchise restaurants operated as Texas Roadhouse restaurants.  Of the 87 franchise restaurants, 70 are domestic restaurants and 17 are international restaurants.

We have contractual arrangements which grant us the right to acquire at pre‑determined formulas (i) the remaining equity interests in 16 of the 18 majority‑owned company restaurants and (ii) 67 of the domestic franchise restaurants.

Throughout this report, we use the term "restaurants" to include Texas Roadhouse and Bubba’s 33, unless otherwise noted.

Presentation of Financial and Operating Data

We operate on a fiscal year that typically ends on the last Tuesday in December. Fiscal years 2017, 2016 and 2015 were 52 weeks in length, while the quarters for those years were 13 weeks in length. 

Long‑term Strategies to Grow Earnings Per Share

Our long‑term strategies with respect to increasing net income and earnings per share, along with creating shareholder value, include the following:

Expanding Our Restaurant Base.  We will continue to evaluate opportunities to develop restaurants in existing markets and in new domestic and international markets. Domestically, we will remain focused primarily on markets where we believe a significant demand for our restaurants exists because of population size, income levels and the presence of shopping and entertainment centers and a significant employment base. Our ability to expand our restaurant base is influenced by many factors beyond our control and, therefore, we may not be able to achieve our anticipated growth. 

In 2017, we opened 27 company restaurants while our franchise partners opened five restaurants.  We currently plan to open approximately 30 company restaurants in 2018 including up to seven Bubba’s 33 restaurants. In addition,

35


we anticipate our existing franchise partners will open as many as six, primarily international, Texas Roadhouse restaurants in 2018.

Our average capital investment for the 23 Texas Roadhouse restaurants opened during 2017, including pre‑opening expenses and a capitalized rent factor, was $5.3 million.  We expect our average capital investment for Texas Roadhouse restaurants opening in 2018 to be approximately $5.3 million.  For 2017, the average capital investment, including pre-opening expenses and a capitalized rent factor, for the four Bubba’s 33 restaurants opened during the year was $6.1 million.  We expect our average capital investment for Bubba’s 33 restaurants opening in 2018 to be approximately $6.8 million.  The increase in our 2018 average capital investment for our Bubba’s 33 restaurants is primarily due to higher costs at one urban site in New Jersey as well as higher rent and pre-opening costs.  We continue to evaluate our Bubba’s 33 prototype.

We remain focused on driving sales and managing restaurant investment costs in order to maintain our restaurant development in the future.  Our capital investment (including cash and non‑cash costs) for new restaurants varies significantly depending on a number of factors including, but not limited to: the square footage, layout, scope of any required site work, type of construction labor (union or non‑union), local permitting requirements, our ability to negotiate with landlords, cost of liquor and other licenses and hook‑up fees and geographical location.

We have entered into area development and franchise agreements for the development and operation of Texas Roadhouse restaurants in several foreign countries. In 2010, we entered into an agreement for the development of Texas Roadhouse restaurants in eight countries in the Middle East over a 10-year period.  In 2015, we amended our agreement in the Middle East to add one additional country to the territory. In addition to the Middle East, we currently have signed franchise and/or development agreements for the development of Texas Roadhouse restaurants in Taiwan, the Philippines, Mexico, China and South Korea. We currently have 12 restaurants open in five countries in the Middle East, three restaurants open in Taiwan and two in the Philippines for a total of 17 restaurants in seven foreign countries.  For the existing international agreements, the franchisee is required to pay us a franchise fee for each restaurant to be opened, royalties on the gross sales of each restaurant and a development fee for our grant of development rights in the named countries. The term of the agreements may be extended. We anticipate that the specific business terms of any future franchise agreement for international restaurants might vary significantly from the standard terms of our domestic agreements and from the terms of existing international agreements, depending on the territory to be franchised and the extent of franchisor‑provided services to each franchisee.

Maintaining and/or Improving Restaurant Level Profitability.  We plan to maintain, or possibly increase, restaurant level profitability (restaurant margin) through a combination of increased comparable restaurant sales and operating cost management. Restaurant margin is not a U.S. generally accepted accounting principle ("GAAP") measure and should not be considered in isolation, or as an alternative from income from operations.  See further discussion of restaurant margin below.  In general, we continue to balance the impacts of inflationary pressures with our value positioning as we remain focused on our long‑term success. This may create a challenge in terms of maintaining and/or increasing restaurant margin, as a percentage of restaurant sales, in any given year, depending on the level of inflation we experience. In addition to restaurant margin, as a percentage of restaurant sales, we also focus on the growth of restaurant margin dollars per store week as a measure of restaurant level-profitability. In terms of driving higher guest traffic counts, we remain focused on encouraging repeat visits by our guests and attracting new guests through our continued commitment to operational standards relating to food and service quality. To attract new guests and increase the frequency of visits of our existing guests, we also continue to drive various localized marketing programs, focus on speed of service and increase throughput by adding seats in certain restaurants.

Leveraging Our Scalable Infrastructure.  To support our growth, we continue to make investments in our infrastructure. Over the past several years, we have made significant investments in our infrastructure including information and accounting systems, real estate, human resources, legal, marketing, international and restaurant operations, including the development of new concepts. Our goal is for general and administrative costs to increase at a slower growth rate than our revenue. Whether we are able to leverage our infrastructure in future years will depend, in part, on our new restaurant openings, our comparable restaurant sales growth rate going forward and the level of investment we continue to make in our infrastructure.

Returning Capital to Shareholders.  We continue to pay dividends and evaluate opportunities to return capital to our shareholders through repurchases of common stock. In 2011, our Board of Directors declared our first quarterly dividend of $0.08 per share of common stock. We have consistently grown our per share dividend each year since that time and our long‑term strategy includes increasing our regular quarterly dividend amount over time. On February 16,

36


2018, our Board of Directors declared a quarterly dividend of $0.25 per share of common stock. The declaration and payment of cash dividends on our common stock is at the discretion of our Board of Directors, and any decision to declare a dividend will be based on a number of factors, including, but not limited to, earnings, financial condition, applicable covenants under our amended credit facility and other contractual restrictions, or other factors deemed relevant.

In 2008, our Board of Directors approved our first stock repurchase program. Since then, we have paid $216.6 million through our authorized stock repurchase programs to repurchase 14,844,851 shares of our common stock at an average price per share of $14.59. On May 22, 2014, our Board of Directors approved a stock repurchase program under which we may repurchase up to $100.0 million of our common stock. This stock repurchase program has no expiration date and replaced a previous stock repurchase program which was approved on February 16, 2012.  All repurchases to date have been made through open market transactions. As of December 26, 2017, $69.9 million remains authorized for repurchase.

Key Operating Personnel

Key management personnel who have a significant impact on the performance of our restaurants include kitchen managers, service managers, assistant managers, managing partners and market partners. Managing partners are single restaurant operators who have primary responsibility for the day-to-day operations of the entire restaurant.  Kitchen managers have primary responsibility for managing operations relating to our food preparation and food quality, and service managers have primary responsibility for managing our service quality and guest experiences.  The assistant managers support our kitchen and service managers; these managers are collectively responsible for the operations of the restaurant in the absence of a managing partner.  All managers are responsible for maintaining our standards of quality and performance. We use market partners to oversee the operation of our restaurants. Generally, each market partner may oversee as many as 10 to 15 managing partners and their respective management teams. Market partners are also responsible for the hiring and development of each restaurant’s management team and assist in the site selection process for new restaurants.  Through regular visits to the restaurants, the market partners facilitate adherence to all aspects of our concepts, strategies and standards of quality.

Managing partners and market partners are required, as a condition of employment, to sign a multi‑year employment agreement. The annual compensation of our managing partners and market partners includes a base salary plus a percentage of the pre‑tax income of the restaurant(s) they operate or supervise. Managing partners and market partners are eligible to participate in our equity incentive plan and, as a general rule, are required to make deposits of $25,000 and $50,000, respectively. Generally, the deposits are refunded after five years of service.

Key Measures We Use To Evaluate Our Company

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

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

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

Average Unit Volume.  Average unit volume represents the average annual restaurant sales for company restaurants open for a full six months before the beginning of the period measured excluding sales on restaurants closed during the period.  Historically, average unit volume growth is less than comparable restaurant sales growth which indicates that newer restaurants are operating with sales levels lower than the company average.  At times, average unit volume growth may be more than comparable restaurant sales growth which indicates that newer restaurants are operating with sales levels higher than the company average.

37


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

Restaurant Margin.    Restaurant margin (in dollars and as a percentage of restaurant sales) represents restaurant sales less restaurant-level operating costs, including cost of sales, labor, rent and other operating costs. Restaurant margin is not a measurement determined in accordance with GAAP and should not be considered in isolation, or as an alternative, to income from operations.  This non-GAAP measure is not indicative of overall company performance and profitability in that this measure does not accrue directly to the benefit of shareholders due to the nature of the costs excluded.  Restaurant margin is widely regarded as a useful metric by which to evaluate restaurant-level operating efficiency and performance.  In calculating restaurant margin, we exclude certain non-restaurant-level costs that support operations, including pre-opening and general and administrative expenses, but do not have a direct impact on restaurant-level operational efficiency and performance. We alsoexclude pre-opening expense as it occurs at irregular intervals and would impact comparability to prior period results. We exclude depreciation and amortization expense, substantially all of which relates to restaurant-level assets, as it represents a non-cash charge for the investment in our restaurants. We also exclude impairment and closure expense as we believe this provides a clearer perspective of the Company’s ongoing operating performance and a more useful comparison to prior period results. Restaurant margin as presented may not be comparable to other similarly titled measures of other companies in our industry. A reconciliation of income from operations to restaurant margin is included in the Results of Operations section below.

Other Key Definitions

Restaurant and Other Sales. Restaurant sales include gross food and beverage sales, net of promotions and discounts, for all company restaurants. Sales taxes collected from customers and remitted to governmental authorities are accounted for on a net basis and therefore are excluded from restaurant sales in theour consolidated statements of income and comprehensive income. Other sales include the net impact of the amortization of third-party gift card fees and gift card breakage income, sales related to our non-royalty based retail products and content revenue related to our tabletop kiosk devices. 

Franchise Royalties and Fees. Franchise royalties consist of royalties, as defined in our franchise agreement, paid to us by our domestic and international franchisees. Domestic and/orand international franchisees also typically pay an initial franchise fee and/or development fee for each new restaurant or territory. The terms

Food and Beverage Costs. Food and beverage costs consists of the international agreements may vary significantly from our domestic agreements.

Restaurant Costcosts of Sales.  Restaurant cost of sales consistsraw materials and ingredients used in the preparation of food and beverage products sold in our company restaurants. Approximately half of our food and beverage costs of which as much as 50% relatesrelate to beef costs.beef.

Restaurant Labor Expenses. Restaurant labor expenses include all direct and indirect labor costs incurred in operations except for profit sharing incentive compensation expenses earned by our restaurant managing partners and

38

market partners. These profit sharing expenses are reflected in restaurant other operating expenses. Restaurant labor expenses also include share‑basedshare-based compensation expense related to restaurant‑levelrestaurant-level employees.

Restaurant Rent Expense. Restaurant rent expense includes all rent, except pre‑openingpre-opening rent, associated with the leasing of real estate and includes base, percentage and straight‑linestraight-line rent expense.

Restaurant Other Operating Expenses. Restaurant other operating expenses consist of all other restaurant‑levelrestaurant-level operating costs, the major components of which are utilities, supplies, local store advertising, repairs and maintenance, equipment rent, property taxes, credit card and gift card fees, and general liability insurance offset by gift card breakage income. Profitprofit sharing incentive compensation expenses earned byfor our restaurant managing partners and market partners, are also included in restaurant other operating expenses.utilities, supplies, general liability insurance, advertising, repairs and maintenance, property taxes and outside services.

Pre‑openingPre-opening Expenses.  Pre‑opening Pre-opening expenses, which are charged to operations as incurred, consist of expenses incurred before the opening of a new or relocated restaurant and are comprisedconsist principally of opening team and training team compensation and benefits, travel expenses, rent, food, beverage and other initial supplies and expenses. On average, over 70%The majority of total pre‑openingpre-opening costs incurred per restaurant opening relate to the hiring and training of employees. Pre‑openingemployees due to the significant investment we make in training our people. Pre-opening costs vary by location depending on a number of factors, including the size and physical layout of each location; the number of management and hourly employees required to operate each restaurant; the availability of qualified restaurant staff members; the cost of travel and lodging for different geographic areas; the timing of the restaurant opening; and the extent of unexpected delays, if any, in obtaining final licenses and permits to open the restaurants.each restaurant.

38


Depreciation and Amortization Expenses. Depreciation and amortization expenses ("D&A") include the depreciation of fixed assets and amortization of intangibles with definite lives, substantially all of which relates to restaurant‑levelrestaurant-level assets.

Impairment and Closure Costs.Costs, Net. Impairment and closure costs, net include any impairment of long‑livedlong-lived assets, including property and equipment, operating lease right-of-use assets and goodwill, and expenses associated with the closure of a restaurant. Closure costs also include any gains or losses associated with a relocated restaurant or the sale of a closed restaurant and/or assets held for sale as well as lease costs associated with closed or relocated restaurants.

General and Administrative Expenses. General and administrative expenses ("G&A") are comprised ofcomprise expenses associated with corporate and administrative functions that support development and restaurant operations and provide an infrastructure to support future growth including advertising costs incurred less amounts remitted by franchise restaurants. Supervisiongrowth. This includes salary, incentive-based and accounting fees received from certain franchise restaurants are offset against G&A. G&A also includes share‑basedshare-based compensation expense related to executive officers support centerand Support Center employees, salary and area managers, includingshare-based compensation expense related to market partners, software hosting fees, professional fees, group insurance, advertising expense and the realized and unrealized holding gains and losses related to the investments in our deferred compensation plan, as well as offsetting compensation expense.plan.

Interest Expense,Income (Expense), Net.  Net Interest income (expense), net includes earnings on cash and cash equivalents and is reduced by interest expense, includes the costnet of capitalized interest, on our debt or financing obligations including the amortization of loan fees, reduced by interest income and capitalized interest. Interest income includes earnings on cash and cash equivalents.fees.

Equity Income from Investments in Unconsolidated Affiliates.Equity income includes our percentage share of net income earned by unconsolidated affiliates and our share of any gain on the acquisition of these affiliates. As of December 26, 2017,2023 and December 27, 2016 and December 29, 2015,2022, we owned a 5.0% to 10.0% equity interest in 2420 and 23 domestic franchise restaurants. Additionally, as of December 26, 2017, December 27, 2016 and December 29, 2015, we owned a 40% equity interest in four non‑Texas Roadhouse restaurants, as part of a joint venture agreement with a casual dining restaurant operator in China. Equity income from unconsolidated affiliates represents our percentage share of net income earned by these unconsolidated affiliates.respectively.

Net Income Attributable to Noncontrolling Interests. Net income attributable to noncontrolling interests represents the portion of income attributable to the other owners of the majority‑ownedmajority-owned restaurants. Our consolidated subsidiaries at December 26, 2017 included 18include 20 majority-owned restaurants for all of which were open.  At December 27, 2016 and December 29, 2015, our consolidated subsidiaries included 16 majority‑owned restaurants, all of which were open.periods presented.

20172023 Financial Highlights

Total revenue increased $228.8$616.8 million or 11.5%15.4% to $2.2$4.6 billion in 20172023 compared to $2.0$4.0 billion in 20162022 primarily due to the opening of new restaurants combined with an increase in average unit volume driven by comparable restaurant sales growth.  Store weeks and comparablean increase in store weeks. Comparable restaurant sales and store weeks increased 7.8%10.1% and 4.5%5.8%, respectively, at company restaurants in 2017.2023. The increase in comparable restaurant sales was due to an increase in guest traffic along with an increase in per person average check. The increase in store weeks was due to new store openings and the acquisition of franchise restaurants.

Net income increased $35.1 million or 13.0% to $304.9 million in 2023 compared to $269.8 million in 2022 primarily due to higher restaurant margin dollars, as described below, partially offset by higher general and

39

administrative expenses and higher depreciation and amortization expenses. Diluted earnings per share increased 14.3% to $4.54 from $3.97 in the prior year primarily due to the increase in net income.

Restaurant margin dollars increased $37.5$80.5 million or 12.8% to $406.4$708.0 million in 2017 from $368.92023 compared to $627.5 million in 2016 while restaurant2022 primarily due to higher sales. Restaurant margin, as a percentage of restaurant and other sales, decreased 24 basis points to 18.4%15.4% in 20172023 compared to 18.7%15.7% in 2016.2022. The decrease in restaurant margin, as a percentage of restaurant and other sales, was primarily due to commodity inflation, wage and other labor inflation and higher labor costs as a result of higher average wage rates, current staffing initiatives, and a change in our compensation structure.  Higher labor costs were partially offset by commodity deflation of approximately 2.4% driven by lower food costs, primarily beef.

Net income increased $15.9 million or 13.8% to $131.5 million in 2017 compared to $115.6 million in 2016 primarily due to the increase in restaurant margingeneral liability insurance expense partially offset by higher G&A and depreciation costs.  G&A costssales.

We repurchased 455,026 shares of common stock for $50.0 million in 2017 included2023. We also paid a pre-tax chargequarterly dividend of $14.9 million ($9.2 million after-tax) related to the settlement of a legal matter. The impact of the legal charge was partially offset by a pre-tax charge recorded in 2016 of $7.3 million ($4.5 million after-tax) related to a separate legal matter.  Our income tax rate decreased to 26.1% from 29.8% in the prior year primarily due to the impact of new tax legislation, which resulted in a $6.5 million reduction in income tax expense.  Diluted earnings$0.55 per share increased 13.0% to $1.84 from $1.63 in the prior year.of common stock, which totaled $147.2 million.

39


40

Results of Operations

Fiscal Year Ended

2023

2022

 

$

    

%

$

    

%

(In thousands)

Consolidated Statements of Income:

    

    

    

    

    

Revenue:

Restaurant and other sales

4,604,554

99.4

3,988,791

99.3

Franchise royalties and fees

27,118

0.6

26,128

0.7

Total revenue

4,631,672

100.0

4,014,919

100.0

Costs and expenses:

(As a percentage of restaurant and other sales)

Restaurant operating costs (excluding depreciation and amortization shown separately below):

Food and beverage

1,593,852

34.6

1,378,192

34.6

Labor

1,539,124

33.4

1,319,959

33.1

Rent

72,766

1.6

66,834

1.7

Other operating

690,848

15.0

596,305

14.9

(As a percentage of total revenue)

Pre-opening

29,234

0.6

21,883

0.5

Depreciation and amortization

153,202

3.3

137,237

3.4

Impairment and closure, net

275

NM

1,600

NM

General and administrative

198,382

4.3

172,712

4.3

Total costs and expenses

4,277,683

92.4

3,694,722

92.0

Income from operations

353,989

7.6

320,197

8.0

Interest income (expense), net

2,984

0.1

(124)

NM

Equity income from investments in unconsolidated affiliates

1,351

NM

1,239

NM

Income before taxes

358,324

7.7

321,312

8.0

Income tax expense

44,649

1.0

43,715

1.1

Net income including noncontrolling interests

313,675

6.8

277,597

6.9

Net income attributable to noncontrolling interests

8,799

0.2

7,779

0.2

Net income attributable to Texas Roadhouse, Inc. and subsidiaries

304,876

6.6

269,818

6.7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Results of Operations

 

 

 

Fiscal Year

 

 

 

2017

 

2016

 

2015

 

 

 

$

    

%

 

$

    

%

 

$

    

%

 

 

 

(In thousands)

 

Consolidated Statements of Income:

 

    

 

    

    

    

 

    

    

    

 

    

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

Restaurant sales

 

2,203,017

 

99.3

 

1,974,261

 

99.2

 

1,791,446

 

99.1

 

Franchise royalties and fees

 

16,514

 

0.7

 

16,453

 

0.8

 

15,922

 

0.9

 

Total revenue

 

2,219,531

 

100.0

 

1,990,714

 

100.0

 

1,807,368

 

100.0

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

(As a percentage of restaurant sales)

 

 

 

 

 

 

 

 

 

 

 

 

 

Restaurant operating costs (excluding depreciation and amortization shown separately below):

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of sales

 

721,550

 

32.8

 

669,203

 

33.9

 

644,001

 

35.9

 

Labor

 

687,545

 

31.2

 

590,256

 

29.9

 

524,203

 

29.3

 

Rent

 

44,807

 

2.0

 

40,580

 

2.1

 

37,183

 

2.1

 

Other operating

 

342,702

 

15.6

 

305,290

 

15.5

 

275,296

 

15.4

 

(As a percentage of total revenue)

 

 

 

 

 

 

 

 

 

 

 

 

 

Pre-opening

 

19,274

 

0.9

 

19,547

 

1.0

 

19,116

 

1.1

 

Depreciation and amortization

 

93,499

 

4.2

 

82,964

 

4.2

 

69,694

 

3.9

 

Impairment and closure

 

654

 

NM

 

179

 

NM

 

974

 

0.1

 

General and administrative

 

123,294

 

5.6

 

110,795

 

5.6

 

92,336

 

5.1

 

Total costs and expenses

 

2,033,325

 

91.6

 

1,818,814

 

91.4

 

1,662,803

 

92.0

 

Income from operations

 

186,206

 

8.4

 

171,900

 

8.6

 

144,565

 

8.0

 

Interest expense, net

 

1,577

 

0.1

 

1,255

 

0.1

 

1,959

 

0.1

 

Equity income from investments in unconsolidated affiliates

 

(1,488)

 

(0.1)

 

(1,111)

 

(0.1)

 

(1,641)

 

(0.1)

 

Income before taxes

 

186,117

 

8.4

 

171,756

 

8.6

 

144,247

 

8.0

 

Provision for income taxes

 

48,581

 

2.2

 

51,183

 

2.6

 

42,986

 

2.4

 

Net income including noncontrolling interests

 

137,536

 

6.2

 

120,573

 

6.1

 

101,261

 

5.6

 

Net income attributable to noncontrolling interests

 

6,010

 

0.3

 

4,975

 

0.2

 

4,367

 

0.2

 

Net income attributable to Texas Roadhouse, Inc. and subsidiaries

 

131,526

 

5.9

 

115,598

 

5.8

 

96,894

 

5.4

 


NM – Not meaningful

41

 

 

 

 

 

 

 

 

 

Reconciliation of Income from Operations to Restaurant Margin

 

 

Fiscal Year

 

 

2017

 

2016

 

2015

 

 

 

 

 

 

 

Income from operations

 

$ 186,206

 

$ 171,900

 

$ 144,565

 

 

 

 

 

 

 

Less:

 

 

 

 

 

 

Franchise royalties and fees

 

16,514

 

16,453

 

15,922

 

 

 

 

 

 

 

Add:

 

 

 

 

 

 

Pre-opening

 

19,274

 

19,547

 

19,116

Depreciation and amortization

 

93,499

 

82,964

 

69,694

Impairment and closure

 

654

 

179

 

974

General and administrative

 

123,294

 

110,795

 

92,336

 

 

 

 

 

 

 

Restaurant margin

 

$ 406,413

 

$ 368,932

 

$ 310,763

 

 

 

 

 

 

 

Restaurant margin $/store week

 

$ 17,462

 

$ 17,094

 

$ 15,523

Restaurant margin (as a percentage of restaurant sales)

 

18.4%

 

18.7%

 

17.3%

Table of Contents

Reconciliation of Income from Operations to Restaurant Margin

Fiscal Year Ended

2023

2022

(In thousands, except per store week)

Income from operations

$ 353,989

$ 320,197

Less:

Franchise royalties and fees

27,118

26,128

Add:

Pre-opening

29,234

21,883

Depreciation and amortization

153,202

137,237

Impairment and closure, net

275

1,600

General and administrative

198,382

172,712

Restaurant margin

$ 707,964

$ 627,501

Restaurant margin $/store week

$ 22,090

$ 20,721

Restaurant margin (as a percentage of restaurant and other sales)

15.4%

15.7%

Restaurant Unit Activity

    

Total

Texas Roadhouse

Bubba's 33

    

Jaggers

Balance at December 27, 2022

 

697

652

40

 

5

Company openings

 

30

22

5

3

Franchise openings - Domestic

5

3

2

Franchise openings - International

 

10

10

Franchise closings

(1)

(1)

Balance at December 26, 2023

 

741

686

45

 

10

40


 

December 26, 2023

 

December 27, 2022

Company - Texas Roadhouse

 

582

552

Company - Bubba's 33

 

45

40

Company - Jaggers

 

8

5

Total company

635

597

Franchise - Texas Roadhouse - Domestic

 

56

62

Franchise - Jaggers - Domestic

2

Franchise - Texas Roadhouse - International

 

48

38

Total franchise

106

100

Total

 

741

 

697

42

Restaurant and Other Sales

Restaurant Unit Activity

 

 

 

 

 

 

 

 

 

 

    

Total

 

Texas Roadhouse

 

Bubba's 33

    

Other

Balance at December 30, 2014

 

451

 

447

 

 3

 

 1

Company openings

 

29

 

24

 

 4

 

 1

Franchise openings - Domestic

 

 2

 

 2

 

 

Franchise openings - International

 

 1

 

 1

 

 

Balance at December 29, 2015

 

483

 

474

 

 7

 

 2

Company openings

 

30

 

21

 

 9

 

Franchise openings - Domestic

 

 1

 

 1

 

 

Franchise openings - International

 

 3

 

 3

 

 

Balance at December 27, 2016

 

517

 

499

 

16

 

 2

Company openings

 

27

 

23

 

 4

 

Franchise openings - Domestic

 

 1

 

 1

 

 

Franchise openings - International

 

 4

 

 4

 

 

Balance at December 26, 2017

 

549

 

527

 

20

 

 2

Restaurant Sales

Restaurantand other sales increased by 11.6%15.4% in 20172023 compared to 2016 and increased 10.2% in 2016 compared to 2015.2022. The following table summarizes certain key drivers and/or attributes of restaurant sales at company restaurants for the periods presented. Company restaurant count activity is shown in the restaurant unit activity table above.

2023

    

2022

    

Company Restaurants:

Increase in store weeks

5.8

%

6.1

%

Increase in average unit volume

9.7

%

9.4

%

Other(1)

%

0.4

%

Total increase in restaurant sales

15.5

%

15.9

%

Other sales

(0.1)

%

0.1

%

Total increase in restaurant and other sales

15.4

%

16.0

%

Store weeks

32,050

30,284

Comparable restaurant sales

10.1

%  

9.7

%  

Texas Roadhouse restaurants:

Store weeks

29,528

28,127

Comparable restaurant sales

10.3

%  

9.7

%  

Average unit volume (in thousands)

$

7,642

$

6,943

Weekly sales by group:

Comparable restaurants (527 and 499 units)

$

147,274

$

134,085

Average unit volume restaurants (22 and 20 units)(2)

$

139,688

$

128,665

Restaurants less than six months old (33 and 33 units)

$

146,614

$

135,401

Bubba's 33 restaurants:

Store weeks

2,167

1,936

Comparable restaurant sales

5.5

%

10.5

%

Average unit volume (in thousands)

$

5,921

$

5,620

Weekly sales by group:

Comparable restaurants (34 and 30 units)

$

113,972

$

108,132

Average unit volume restaurants (3 and 4 units)(2)

$

112,698

$

107,636

Restaurants less than six months old (8 and 6 units)

$

114,312

$

121,791

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

2017

    

2016

    

2015

 

Company Restaurants:

 

 

 

 

 

 

 

 

 

 

 

Increase in store weeks

 

 

 

7.8

%  

 

7.8

%  

 

7.8

%  

Increase in average unit volume

 

 

 

3.5

 

 

3.0

 

 

7.2

 

Other(1)

 

 

 

0.3

 

 

(0.6)

 

 

(0.8)

 

Total increase in restaurant sales

 

 

 

11.6

%  

 

10.2

%  

 

14.2

%  

 

 

 

 

 

 

 

 

 

 

 

 

Store weeks

 

 

 

23,274

 

 

21,583

 

 

20,020

 

Comparable restaurant sales growth

 

 

 

4.5

%  

 

3.5

%  

 

7.2

%  

 

 

 

 

 

 

 

 

 

 

 

 

Texas Roadhouse restaurants only:

 

 

 

 

 

 

 

 

 

 

 

Comparable restaurant sales growth

 

 

 

4.5

%  

 

3.6

%  

 

7.2

%  

Average unit volume (in thousands)

 

 

$

4,973

 

$

4,805

 

$

4,664

 

 

 

 

 

 

 

 

 

 

 

 

 

Weekly sales by group:

 

 

 

 

 

 

 

 

 

 

 

Comparable restaurants (380, 358 and 330 units, respectively)

 

 

 

96,572

 

 

92,875

 

 

89,729

 

Average unit volume restaurants (27, 18 and 28 units, respectively)(2)

 

 

 

82,526

 

 

81,743

 

 

89,182

 

Restaurants less than six months old (33, 37 and 34 units for each period)

 

 

 

92,208

 

 

87,059

 

 

90,742

 


(1)

(1)

Includes the impact of the year‑over‑yearyear-over-year change in sales volume of all non‑Texas RoadhouseJaggers restaurants, along with Texas Roadhouse and Bubba’s 33 restaurants open less than six months before the beginning of the period measured and, if applicable, the impact of restaurants permanently closed or acquired during the period.

(2)

(2)

Average unit volume restaurants include restaurants open a full six to 18 months before the beginning of the period measured.

measured, excluding sales from restaurants permanently closed during the period, if applicable.

41


The increasesincrease in restaurant sales for all periods presented were2023 was primarily attributable to an increase in store weeks and an increase in comparable restaurant sales. The increase in store weeks was driven by the opening of new restaurants combined withand the acquisition of franchise restaurants. The increase in comparable restaurant sales growth was driven by an increase in average unit volume driven by comparable restaurant sales growth.  Comparable restaurant sales growth for all periods presented was due to an increase in our guest traffic counts andcount along with an increase in our per person average check as shown in the table below.

2023

    

2022

Guest traffic counts

5.4

%

1.9

%

Per person average check

4.7

%

7.8

%

Comparable restaurant sales growth

10.1

%

9.7

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2017

 

    

2016

 

    

2015

 

 

Guest traffic counts

 

 

3.6

%

 

2.1

%

 

5.4

%

 

Per person average check

 

 

0.9

%

 

1.4

%

 

1.8

%

 

Comparable restaurant sales growth

 

 

4.5

%

 

3.5

%

 

7.2

%

 

 

 

 

 

 

 

 

 

 

 

 

 

43

The increase in our per person average check for the periods presented2023 guest traffic counts was primarily driven by menu price increases shown below, which were taken as a result of inflationary pressures, primarily commodities and/or labor.

Menu Price

Increases

Q4 2017

0.3%

Q2 2017

0.5%

Q4 2016

1.0%

Q4 2015

2.0%

Q4 2014

1.8%

In all periods presented, average guest check did not increase in line with the menu price increases implemented as guests shifted to lower menu price items and/or purchased fewer beverages.

In 2018, we plan to open approximately 30 company restaurants. While the majority of our restaurant growth in 2018 will be Texas Roadhouse restaurants, we currently expect to open up to seven Bubba’s 33 restaurants. We have either begun construction or have sites under contract for purchase or lease for 29 of our expected 2018 openings. In March 2018, we expect to implement a menu price increase of approximately 0.8%.

Franchise Royalties and Fees

Franchise royalties and fees increased $0.1 million or 0.4% in 2017 compared to 2016 and increased $0.5 million or 3.3% in 2016 compared to 2015.  The increases in both periods were attributed to an increase in average unit volume at domestic restaurants, driven by comparable restaurant sales growth, and the opening of new franchise restaurants.  For 2017, the increase was partially offset by the loss of royalties associated with the acquisition of four franchise restaurants in Q1 2017.  For both 2017 and 2016, the increases were partially offset by a decrease in average unit volume at international restaurants, driven by a decrease in comparable restaurant sales at those locations.  In 2017, franchise comparable restaurant sales increased 2.9% which included an increase in domestic franchise comparable restaurant sales of 4.2%.  In 2016, franchise comparable restaurant sales increased 2.0% which included an increase in domestic franchise comparable restaurant sales of 3.3%.  Franchise restaurant count activity is shown in the restaurant unit activity table above.

We anticipate our existing franchise partners will open as many as six, primarily international, Texas Roadhouse restaurants in 2018.

Restaurant Cost of Sales

Restaurant cost ofdining room traffic. To-go sales as a percentage of restaurant sales were 12.6% in 2023 compared to 13.3% in 2022 and average weekly to-go sales were $18,088 in 2023 compared to $17,504 in 2022.

Per person average check includes the benefit of menu price increases of approximately 2.2% and 2.7% implemented in Q2 2023 and Q4 2023, respectively, as well as increases of 3.2% and 2.9% implemented in Q2 2022 and Q4 2022, respectively.

In 2023, we opened 30 company restaurants, which included 22 Texas Roadhouse restaurants, five Bubba’s 33 restaurants and three Jaggers restaurants. We also completed the acquisition of eight domestic Texas Roadhouse franchise restaurants.

In 2024, we expect store week growth of approximately 8% across all concepts, including a benefit of 2% from the 53rd week.

Other sales include the net impact of the amortization of third-party gift card fees and gift card breakage income, sales related to our non-royalty based retail products and content revenue related to our tabletop kiosk devices. The net impact of these amounts was $(12.7) million and $(6.4) million for 2023 and 2022, respectively. The change was driven primarily by increased third-party gift card fee amortization from increased gift card sales and a decrease in our breakage adjustment recorded in 2023 of $3.7 million compared to $6.6 million recorded in 2022. The breakage adjustment relates to a change in our estimate of breakage due to a shift in our historic redemption pattern which indicated that the percentage of gift cards sold that are not expected to be redeemed had increased.

Franchise Royalties and Fees

Franchise royalties and fees increased by $1.0 million or 3.8% compared to 2022 primarily due to comparable restaurant sales growth and new store openings partially offset by decreased to 32.8% in 2017 from 33.9% in 2016 and from 35.9% in 2015.  These decreases in 2017 and 2016 were primarily attributed to commodity deflation and menu pricing actions. Operating efficiencies also contributedroyalties related to the decreaseeight franchise restaurants acquired in 2016.2023. Franchise comparable restaurant sales increased 9.6% in 2023.

In 2023, our existing franchise partners opened three domestic Texas Roadhouse restaurants and ten international Texas Roadhouse restaurants. Additionally, our first two domestic Jaggers franchise restaurants opened in 2023.

Food and Beverage Costs

Food and beverage costs, as a percentage of restaurant and other sales, remained flat at 34.6% in both periods presented as the benefit of a higher guest check was offset by commodity inflation. Commodity deflationinflation was 5.6% in 2023 primarily due to higher beef costs.

For 2024, we currently expect commodity cost inflation of approximately 2.4% and 3.8% in 2017 and 2016, respectively, was driven by lower food costs, primarily beef.  Recent menu pricing actions are summarized in our discussion of restaurant sales above.

For 2018, we expect commodity costs to be relatively flat5% for the year with fixed price contractsprices locked for approximately 45%40% of our overall foodforecasted costs and the remainder subject to fluctuatingfloating market prices.

42


Restaurant Labor Expenses

Restaurant labor expense, as a percentage of restaurant and other sales, increased to 31.2%33.4% in 20172023 compared to 29.9%.33.1% in 2022. This increase was primarily attributeddue to wage and other labor inflation of 6.6% in 2023. Wage and other labor inflation was primarily due to higher average wage rates, current staffing initiatives, and a change in our compensation structure, as discussed below, partially offsetbenefit expense driven by the benefit from an increase in average unit volume.

In 2016, the Department of Labor published changes related to the Fair Labor Standards Act ("FLSA") which would have resulted in changes to the threshold for overtime pay.  The changes were scheduled to go into effect on December 1, 2016, however, in late November 2016 a federal judge blocked the implementation of the changes.  Despite the injunction, we continuedlabor market pressures along with the implementation of changes to our overtime policies as originally planned.

Restaurant labor expense, as a percentage of restaurant sales, increased to 29.9% in 2016 compared to 29.3% in 2015.  The increase was primarily attributed to higher average wage rates and higher costs related to incentive bonus compensation, partially offset by the benefit from an increase in average unit volume.

In 2018, we anticipate our labor costs will be pressured by mid-single digit inflation due to increases in state-mandated minimum and tipped wage rates ongoingand increased investment in our people. In addition, there was an increase in group insurance expense due to unfavorable claims experience of $7.6 million, as compared to the prior year period. The increase was partially offset by a decrease in workers’ compensation expense due to favorable claims experience of $2.5 million, as compared to the prior year period, as well as the benefit of a higher guest check.

In 2024, we anticipate our labor costs will continue to be pressured by wage and other labor inflation of 4% to 5% driven by labor market pressures, increases in state-mandated minimum and current staffing initiatives.  These increases may or may not be offset by additional menu price adjustments or guest traffic growth. tipped wages and increased investment in our people.

44

Restaurant Rent Expense

Restaurant rent expense, as a percentage of restaurant and other sales, remained relatively unchanged at 2.0%decreased to 1.6% in 20172023 compared to 2.1%1.7% in both 2016 and 2015. In all periods presented, the benefit from2022. The decrease was primarily due to an increase in average unit volume and was partially offset by an increase inhigher rent expense, as a percentage of restaurant and other sales, related toat our newer restaurants.

Restaurant Other Operating Expenses

Restaurant other operating expense, as a percentage of restaurant sales, increased to 15.6% in 2017 from 15.5% in 2016.  The increase was primarily attributed to higher costs associated with credit card charges, general liability insurance and disaster claims as well as higher gift card fees and breakage.  These increases were partially offset by lower costs related to incentive compensation along with an increase in average unit volume. General liability insurance increased due to the reduction of costs recorded in the prior year from changes in our claims development history included in our quarterly actuarial reserve estimate.  Disaster claims increased due to hurricane related damage and costs related to other uninsured events. 

Restaurant other operating expenses, as a percentage of restaurant and other sales, increased to 15.5%15.0% in 2016 from 15.4%2023 compared to 14.9% in 2015.  This2022. The increase was primarily attributeddue to higher third party gift card fees and higher costs related to incentive compensationgeneral liability insurance expense partially offset by an increase in average unit volume and lower costs associated with utilities.  Higher third party gift card fees were primarilysupplies expense. The increase in general liability insurance expense in 2023 was due to the continued growthunfavorable claims experience and increased retention levels which resulted in additional expense of our third-party gift card program while improved restaurant margins led$9.8 million as compared to higher bonus expense.  Utility costs were lower primarily due to lower electricity and natural gas rates.2022 which included a benefit of $4.9 million.

Restaurant Pre‑openingPre-opening Expenses

Pre-opening expenses in 2017 decreased to $19.3 million from $19.5were $29.2 million in 2016.  In 2016, pre-opening expenses increased2023 compared to $19.5 million from $19.1$21.9 million in 2015. These changes are primarily due to2022 driven by an increase in the number of restaurant openings in a given year and the timing of new restaurant openings. In 2017, we opened 27 company restaurants compared to 30 company restaurants in 2016 and 29 restaurants in 2015.  Pre‑openingPre-opening costs will fluctuate from period to period based on the specific pre‑openingpre-opening costs incurred for each restaurant, the number and timing of restaurant openings and the number and timing of restaurant managers hired.

Depreciation and Amortization Expenses ("D&A")

D&A,Depreciation and amortization expenses, as a percentage of revenue, remained unchanged at 4.2%decreased to 3.3% in 20172023 compared to 2016. In 2016, D&A, as a percentage of revenue, increased to 4.2% from 3.9%3.4% in 2015.  In all periods presented, the increase in D&A is2022. The decrease was primarily due to increased investment in short-lived assets, such as equipment at existing restaurants, and higher depreciation, as a percentage of revenue, at new restaurants, offset by anthe increase in average unit volume.volume partially offset by higher depreciation expense at our newer restaurants.

43


Impairment and Closure Costs, Net

Impairment and closure costs, net were $0.7 million, $0.2$0.3 million and $1.0$1.6 million in 2017, 20162023 and 2015,2022, respectively. In 2017, we recorded $0.7 million of2023, impairment and closure costs, net primarily related to the relocationongoing closure costs of one restaurant.relocated stores. In 20162022, impairment and 2015, we recorded $0.2 million and $1.0 million, respectively, of closure costs, net included $1.7 million related to the relocationimpairment of land, building and operating lease right-of-use assets at three restaurants.  See note 15 inrestaurants, two of which relocated and $0.6 million related to ongoing closure costs. This was partially offset by a $0.7 million gain on the Consolidated Financial Statementssale of land and building that was previously classified as assets held for further discussion regarding closures and impairments recorded in 2017, 2016 and 2015.sale.

General and Administrative Expenses ("G&A")

G&A,General and administrative expenses, as a percentage of total revenue, remained flat at 5.6%4.3% in 2017 compared to 2016.  The benefit from an increase in average unit volume and lower incentive and shared-based compensation was offset by a pre-tax chargeboth periods presented. A separation payout, net of $14.9restricted stock forfeitures, of $2.6 million ($9.2 million after-tax), or $0.13 per diluted share, related to legal fees and the settlement of a legal matter.  The impact of the legal charge was partially offset by a pre-tax charge recorded in 2016 of $7.3 million ($4.5 million after-tax) or $0.06 per diluted share, related to a separate legal matter.

G&A, as a percentage of total revenue, increased to 5.6% in 2016 from 5.1% in 2015.  This increase was primarily attributed to a pre-tax charge of $7.3 million ($4.5 million after-tax) related to the settlementretirement of a legal matter, along with higher costs associated with incentive compensation expense partiallyan executive officer in the first quarter of 2023, and increased software hosting fees were offset by an increase in average unit volume.  The $7.3 million charge had a $0.06 impact on diluted earnings per share in 2016. 

We are currently subject to various claims and contingencies that arise from time to time in the ordinary course of business, including those related to litigation, business transactions, employee-related matters and taxes, among others.  See note 12 to the Consolidated Financial Statements for further discussion of these matters.Interest Income (Expense), Net

Interest Expense, Net

Net interest expense increased to $1.6income (expense), net was $3.0 million in 20172023 compared to $1.3$(0.1) million in 2016.  Net interest expense2022. The increase was primarily driven by increased earnings on our cash and cash equivalents and decreased to $1.3borrowings on our credit facility.

Equity Income from Unconsolidated Affiliates

Equity income was $1.4 million in 20162023 compared to $2.0$1.2 million in 2015.2022. The increase in 2017 was primarily due to higher interest rates whilea $0.6 million gain on the decreaseacquisition of four of these affiliates in 2016 was primarily due2023 as compared to a $0.3 million gain on the expirationacquisition of our interest rate swaps.  See note 16 to the Consolidated Financial Statements for further discussionone of interest rate swaps.these affiliates in 2022.

Income TaxesTax Expense

Our effective tax rate decreased to 26.1%12.5% in 20172023 compared to 29.8%13.6% in 20162022. The decrease was primarily due to an increase in the adoption of Accounting Standards Update 2016-09, Compensation – Stock CompensationFICA tip tax credit and new tax legislation that was enactedan increase in late 2017.    As a result of the new guidance requirements, excess tax benefits and tax deficiencies from share-based compensation are recognized within the income tax provision.  During 2017, we recognized $3.4 million, or $0.05 per share, as an income tax benefit related to the new guidance requirements.    As a result of the new tax legislation, significant tax changes were enacted including a reduction of the federal corporate tax rate from 35.0% to 21.0% and changes in the federal taxes paid on foreign sourced earnings.  These changes are generally effective beginning with our fiscal year 2018.  During 2017, we recognized $3.1 million, or $0.04 per share, as an income tax benefit related to the new tax legislation which includes an income tax benefit of approximately $3.8 million to revalue our deferred tax balances as of the enactment date and an income tax expense of approximately $0.7 million related to our foreign operations.    This amount could be impacted as interpretations of the new tax legislation change.  See note 8 for a reconciliation of the statutory federal income tax rate to our effective tax rate.share-based compensation. For 2018,2024, we expect thean effective tax rate to be 15.0% to 16.0%. of approximately 14% based on forecasted operating results.

45

Segment Information

We manage our restaurant and franchising operations by concept and as a result have identified Texas Roadhouse, Bubba's 33, Jaggers and our retail initiatives as separate operating segments. Our reportable segments are Texas Roadhouse and Bubba's 33. The Texas Roadhouse reportable segment includes the results of our domestic company Texas Roadhouse restaurants and domestic and international franchise Texas Roadhouse restaurants. The Bubba's 33 reportable segment includes the results of our domestic company Bubba's 33 restaurants. Our remaining operating segments, which include the results of our domestic company and franchise Jaggers restaurants and the results of our retail initiatives, are included in Other.

Our effective tax rate remained unchanged at 29.8% in 2016 compared to 2015 primarily due toManagement uses restaurant margin as the benefitprimary measure for assessing performance of lower state income tax rates which were offset by lower FICA tip creditsour segments. Restaurant margin (in dollars and as a percentage of pre-tax income. restaurant and other sales) represents restaurant and other sales less restaurant-level operating costs, including food and beverage costs, labor, rent and other operating costs. Restaurant margin also includes sales and operating costs related to our non-royalty based retail initiatives that is included in Other. Restaurant margin is used by our chief operating decision maker to evaluate restaurant-level operating efficiency and performance. A reconciliation of income from operations to restaurant margin is included in the Results of Operations section above.

44


TableThe following table presents a summary of Contentsrestaurant margin by segment (in thousands):

Fiscal Year Ended

December 26, 2023

December 27, 2022

Texas Roadhouse

$

671,158

15.5

%

$

600,197

16.0

%

Bubba's 33

 

33,942

13.7

 

26,934

12.7

Other

 

2,864

11.2

 

370

2.6

Total

$

707,964

15.4

%

$

627,501

15.7

%

In our Texas Roadhouse reportable segment, restaurant margin dollars increased $71.0 million or 11.8% in 2023. The increase was primarily due to higher sales which were partially offset by commodity and wage and other labor inflation. In addition, restaurant margin, as a percentage of restaurant and other sales, decreased to 15.5% in 2023 from 16.0% in 2022. Restaurant margin was negatively impacted by commodity inflation, driven by beef, and wage and other labor inflation which was partially offset by the benefit of higher sales.

In our Bubba’s 33 reportable segment, restaurant margin dollars increased $7.0 million or 26.0% in 2023. In addition, restaurant margin, as a percentage of restaurant and other sales, increased to 13.7% in 2023 from 12.7% in 2022. These increases were primarily due to higher sales and commodity deflation, driven by poultry, partially offset by wage and other labor inflation.

Liquidity and Capital Resources

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

 

 

 

 

 

 

 

 

 

 

Fiscal Year

 

 

2017

 

2016

 

2015

 

Fiscal Year Ended

    

2023

2022

Net cash provided by operating activities

 

$

286,373

    

$

257,065

    

$

227,941

 

$

564,984

    

$

511,725

Net cash used in investing activities

 

 

(178,156)

 

 

(164,738)

 

 

(173,203)

 

 

(367,167)

 

(263,734)

Net cash used in financing activities

 

 

(70,243)

 

 

(38,717)

 

 

(81,526)

 

 

(267,432)

 

(409,775)

Net increase (decrease) in cash and cash equivalents

 

$

37,974

 

$

53,610

 

$

(26,788)

 

Net decrease in cash and cash equivalents

$

(69,615)

$

(161,784)

Net cash provided by operating activities was $286.4$565.0 million in 20172023 compared to $257.1$511.7 million in 2016.  The2022. This increase was primarily due to an increase in net income, and non-cash items such asan increase in depreciation and amortization expense along with an increaseand a favorable change in working capital. The increase in net income was primarily driven by an increase in comparable restaurant sales at existing restaurants, the continued opening of new restaurants and lower commodity costs, primarily beef, partially offset by higher labor and general and administrative expenses.  The increase in working capital was primarily due to an increase in cash flows related to a change in the timing of payments for accrued wages.

Net cash provided by operating activities was $257.1 million in 2016 compared to $227.9 million in 2015.  The increase was primarily due to an increase in net income and non-cash items such as depreciation and amortization expense partially offset by a decrease in working capital.  The increase in net income was primarily driven by an increase in comparable restaurant sales at existing restaurants, the continued opening of new restaurants and lower commodity costs, primarily beef.  The decrease in working capital was primarily due to a decrease in cash flows related to a change in the timing of payments for accrued wages along with accounts payable partially offset by deferred revenue related to gift cards due to higher gift card sales. 

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

46

Net cash used in investing activities was $178.2$367.2 million in 20172023 compared to $164.7$263.7 million in 2016.2022. The increase was primarily due to higher capital expenditures, driven by the acquisitionnew company restaurants pipeline and the refurbishment of four franchiseexisting restaurants. The increase in the new company restaurants in Q1 2017 for an aggregate purchase price of $16.5 million.

Net cash used in investing activities was $164.7 million in 2016 compared to $173.2 million in 2015.  The decrease waspipeline is primarily due to lower spending related toan increase in new restaurant openings in future years partially offset bylocations currently under construction and higher average capitalizeddevelopment costs per location. The increase in 2016.  Capital expenditures in 2016 relatedthe refurbishment of existing restaurants is primarily due to restaurant openings in future years was approximately $22.6 million compared to approximately $35.3 million in 2015. increased maintenance needs driven by the high sales volumes at our restaurants.

We require capital principally for the development of new company restaurants, the refurbishment or relocation of existing restaurants and the acquisition of franchise restaurants, if any. We either lease our restaurant site locations under operating leases for periods generally of five to 30 years (including renewal periods) or purchase the land when appropriate. As of December 26, 2017, 1402023, 155 of the 462635 company restaurants have been developed on land which we own.

45


The following table presents a summary of capital expenditures related to the development of new restaurants and the refurbishment of existing restaurants (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

2017

    

2016

    

2015

 

New company restaurants

 

$

109,626

 

$

107,518

 

$

117,283

 

Refurbishment of existing restaurants(1)

 

 

52,002

 

 

57,220

 

 

56,192

 

Total capital expenditures

 

$

161,628

 

$

164,738

 

$

173,475

 

 

 

 

 

 

 

 

 

 

 

 

Restaurant-related repairs and maintenance expense(2)

 

$

25,819

 

$

22,368

 

$

20,607

 


(1)

Includes capital expenditures related to support center office.

(2)

These amounts were recorded as an expense as incurred.

Fiscal Year Ended

   

2023

    

2022

    

New company restaurants

$

201,234

$

139,210

Refurbishment or expansion of existing restaurants

 

119,785

 

84,414

Relocation of existing restaurants

20,629

18,478

Capital expenditures related to Support Center office

5,386

4,019

Total capital expenditures

$

347,034

$

246,121

Our future capital requirements will primarily depend on the number and mix of new restaurants we open, the timing of those openings and the restaurant prototype developed in a given fiscal year. These requirements will include costs directly related to opening new restaurants or relocating existing restaurants and may also include costs necessary to ensure that our infrastructure is able to support a larger restaurant base. In 2018, we expect our capital expenditures to be approximately $165.0 million to $175.0 million, the majority of which will relate to planned restaurant openings, including approximately 30 restaurant openings in 2018. This amount excludes any cash used for franchise acquisitions.  

We intend to satisfy our capital requirements over the next 12 months with cash on hand, net cash provided by operating activities, and if needed, funds available under our amendedrevolving credit facility. For 2018,In 2024, we anticipate net cash provided by operating activities will exceedexpect our capital expenditures which we currently plan to usebe $340 million to pay dividends, as approved by our Board of Directors, repurchase common stock, and/or repay borrowings under our amended credit facility.$350 million.

Net cash used in financing activities was $70.2$267.4 million in 20172023 compared to $38.7$409.8 million in 2016.2022. The increasedecrease is primarily due to borrowings on our amended revolving credit facility that occurreda decrease in Q1 2016 andthe amount of share repurchases partially offset by an increase in dividends paid.  These increases were partially offset by decreased spending on share repurchases, along with proceeds from noncontrolling interest contributions.

Net cash used in financing activities was $38.7 million in 2016 compared to $81.5 million in 2015.  The decrease was primarily due to an increase in borrowings on our amended revolving credit facility partially offset by higherquarterly dividend payments and lower proceeds from stock option exercises in 2016.payments.

On May 22, 2014,March 17, 2022, our Board of Directors approved a stock repurchase program under which it authorized us towe may repurchase up to $100.0 $300.0 million of our common stock. This stock repurchase program has no expiration date and replaced a previous stock repurchase program which was approved on February 16, 2012.date. All repurchases to date under our stock repurchase programprograms have been made through open market transactions. The timing and the amount of any repurchases will be determined by management under parameters established by our Board of Directors, based on an evaluation

In 2023, we paid $50.0 million to repurchase 455,026 shares of our stock price, market conditions and other corporate considerations. During 2017,common stock. In 2022, we made no share repurchases and had $69.9paid $212.9 million remainingto repurchase 2,734,005 shares of our common stock. As of December 26, 2023, $116.9 million remained under our authorized stock repurchase program as of December 26, 2017.program.

We paid cash dividends of $58.2 million in 2017. On December 6, 2017,February 14, 2023, our Board of Directors authorized the payment of a regular quarterly cash dividend of $0.21 per share of common stock to shareholders of record at the close of business on December 13, 2017. This payment was distributed on December 29, 2017. On February 16, 2018, our Board of Directors authorized the payment of a quarterly cash dividend of $0.25$0.55 per share of common stock. This payment will be distributed on March 29, 2018stock compared to shareholdersthe quarterly dividend of record at the close of business on March 14, 2018. The increase in the dividend$0.46 per share amount reflects the increaseof common stock declared in 2022. The payment of quarterly dividends totaled $147.2 million and $124.1 million in 2023 and 2022, respectively. On February 14, 2024, our regular annualBoard declared a quarterly cash dividend rate from $0.84of $0.61 per share in 2017 to $1.00 per share in 2018. The declaration and payment of cash dividends on our common stock is at the discretion of our Board of Directors, and any decision to declare a dividend will be based on a number of factors, including, but not limited to, earnings, financial condition, applicable covenants under our amended credit facility and other contractual restrictions, or other factors deemed relevant.stock.

We paid distributions of $5.2$8.0 million and $7.8 million in 2023 and 2022, respectively, to equity holders of all of our 18 majority-owned company restaurants in 2017 YTD.  In 2016, we paid distributions of $4.5 million to equity holders of all of our 16 majority-owned restaurants.

On August 7, 2017, we entered into the Amended and Restated Credit Agreement (the "Amended Credit Agreement") with respect to ourWe maintain a revolving credit facility (the "credit facility") with a syndicate of commercial lenders led by JP MorganJPMorgan Chase Bank, N.A., and PNC Bank, N.A., and Wells Fargo Bank, N.A. The amended revolving credit facility remainsis an

46


unsecured, revolving credit agreement under which we may borrowand has a borrowing capacity of up to $200.0$300.0 million with the option to increase the amended revolving credit facility by an additional $200.0 million subject to certain limitations.limitations, including approval by the syndicate of lenders. The Amended Credit Agreement extends thecredit facility has a maturity date of our revolvingMay 1, 2026.

47

As of December 26, 2023, we had no outstanding balance on the credit facility until August 5, 2022.

The termsand had $295.3 million of the Amended Credit Agreement require us to pay interest onavailability, net of $4.7 million of outstanding borrowings at the London Interbank Offered Rate ("LIBOR") plus a marginletters of 0.875% to 1.875% and to pay a commitment feecredit. As of 0.125% to 0.30% per year on any unused portion of the amended revolving credit facility, depending on our consolidated net leverage ratio, or the Alternate Base Rate, which is the highest of the issuing banks’ prime lending rate, the Federal Reserve Bank of New York rate plus 0.50% or the Adjusted Eurodollar Rate for a one month interest period on such day plus 1.0%. The weighted‑average interest rate for the amended revolving credit facility at December 26, 2017 and December 27, 2016 was 2.37% and 1.57%, respectively, including the impact of the interest rate swap which expired on January 7, 2016. At December 26, 2017,2022, we had $50.0 million outstanding under our amended revolvingon the credit facility, which was repaid in 2023, and $142.5$233.5 million of availability, net of $7.5$16.5 million of outstanding letters of credit. The outstanding amount as of December 27, 2022 is included as long-term debt on our consolidated balance sheet.

The interest rate for the credit facility as of December 26, 2023 and December 27, 2022 was 6.23% and 5.21%, respectively.

The lenders’ obligation to extend credit pursuant to the Amended Credit Agreementcredit facility depends on us maintaining certain financial covenants, including a minimum consolidated fixed charge coverage ratio of 2.00 to 1.00 and a maximum consolidated leverage ratio of 3.00 to 1.00.ratio. The Amended Credit Agreementcredit facility permits us to incur additional secured or unsecured indebtedness, outside the amended revolving credit facility, except for the incurrence of secured indebtedness that in the aggregate is equal to or greater than $125.0 million and 20% of our consolidated tangible net worth. We were in compliance with all financial covenants as of December 26, 2017.2023.

Contractual Obligations

The following table summarizes the amount of payments due under specified contractual obligations as of December 26, 20172023 (in thousands):

Payments Due by Period

Less than

More than

    

Total

    

1 year

    

1 - 3 Years

    

3 - 5 Years

    

5 years

Obligations under finance leases

2,758

9

42

78

2,629

Interest(1)

 

4,207

 

314

622

608

2,664

Real estate operating lease obligations

 

1,332,486

 

73,511

144,658

146,018

968,299

Capital obligations

 

237,425

 

237,425

 

 

 

Total contractual obligations(2)

$

1,576,876

$

311,259

$

145,322

$

146,704

$

973,592

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Payments Due by Period

 

 

 

 

 

 

Less than

 

 

 

 

 

 

 

More than

 

 

    

Total

    

1 year

    

1 - 3 Years

    

3 - 5 Years

    

5 years

  

Long-term debt obligations

 

$

51,990

 

$

 9

 

 

23

 

 

50,031

 

 

1,927

 

Interest(1)

 

 

11,054

 

 

1,407

 

 

2,851

 

 

2,474

 

 

4,322

 

Operating lease obligations

 

 

850,004

 

 

45,911

 

 

91,289

 

 

91,480

 

 

621,324

 

Capital obligations

 

 

149,997

 

 

149,997

 

 

 

 

 

 

 

Total contractual obligations(2)

 

$

1,063,045

 

$

197,324

 

$

94,163

 

$

143,985

 

$

627,573

 


(1)

(1)

UsesIncludes interest rates as of December 26, 2017 foron our variable rate debt.  We assumed $50.0 million remains outstanding on the amended revolving credit facility until the expiration date.  We calculated interest payments by using the weighted averagefinancing leases and assumes a constant interest rate of 2.37%, which was the interest rate associated with our amended revolving credit facility at December 26, 2017.

until maturity.

(2)

(2)

Excluded from this amount are certain immaterial items including unrecognizedUnrecognized tax benefits under Accounting Standards Codification ("ASC") 740, Income Taxes, are not significant and the one-time transition tax on foreign earnings required under the new tax legislation.

excluded from this amount.

We have no material minimum purchase commitments with our vendors that extend beyond a year. See notes 4Refer to Notes 5, 8 and 713 to the Consolidated Financial Statementsconsolidated financial statements for details of contractual obligations.

Off‑Balance Sheet ArrangementsGuarantees

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

47


Guarantees

As of December 26, 20172023 and December 27, 2016,2022, we arewere contingently liable for $15.6$10.4 million and $16.4$11.3 million, respectively, for seven leases, listed in the table below.lease guarantees. These amounts represent the maximum potential liability of future payments under the guarantees. In the event of default, the indemnity and default clauses in our assignment agreements govern our ability to pursue and recover damages incurred. No material liabilities have been recorded as of December 26, 20172023 or December 27, 2022, as the likelihood of default was deemed to be less than probable and the fair value of the guarantees is not considered significant.

Lease

Current Lease

Assignment Date

Term Expiration

Everett, Massachusetts (1)(2)

September 2002

February 2023

Longmont, Colorado (1)

October 2003

May 2019

Montgomeryville, Pennsylvania (1)

October 2004

March 2021

Fargo, North Dakota (1)(2)

February 2006

July 2021

Logan, Utah (1)

January 2009

August 2019

Irving, Texas (3)

December 2013

December 2019

Louisville, Kentucky (3)(4)

December 2013

November 2023


(1)

Real estate lease agreements for restaurant locations which we entered into before granting franchise rights to those restaurants.  We have subsequently assigned the leases to the franchisees, but remain contingently liable, under the terms of the lease, if the franchisee defaults.

(2)

As discussed in note 18, these restaurants are owned, in whole or part, by certain officers, directors and 5% shareholders of the Company.

(3)

Leases associated with restaurants which were sold.  The leases were assigned to the acquirer, but we remain contingently liable under the terms of the lease if the acquirer defaults.

(4)

We may be released from liability after the initial lease term expiration contingent upon certain conditions being met by the acquirer.

Recent Accounting Pronouncements

Revenue Recognition

(Accounting Standards Update 2014‑09, "ASU 2014‑09")

 In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers.  The ASU will replace most existing revenue recognition guidance in GAAP when it becomes effective.  In July 2015, the FASB approved a one-year deferral of the effective date of the new revenue standard.  ASU 2014-09 is now effective for fiscal years beginning on or after December 15, 2017 (our 2018 fiscal year), including interim periods within those annual periods, with early adoption permitted in the first quarter of 2017.  The standard permits the use of either the full retrospective or cumulative-effect transition method.  In March and April 2016, the FASB issued the following amendments to clarify the implementation guidance: ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) and ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing. Additionally, on December 21, 2016, the FASB issued ASU No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers, which provides disclosure relief and clarifies the scope and application of the new revenue standard and related cost guidance.  The standard will not impact our recognition of sales from company restaurants or our recognition of continuing fees from franchisees, which are based on a percentage of franchise sales.  Under this standard, initial franchise fees and upfront fees from international development agreements will be recognized over the term of the applicable franchise agreements.  We currently recognize initial franchise fees when the related services have been provided, which is generally upon the opening of the restaurant, and upfront fees on a pro-rata basis as restaurants under the development agreement are opened.  In addition, certain transactions that were previously recorded as a reduction of expense will be classified as revenue.  These include breakage income from our gift card program which is currently recognized as a reduction of other operating expense and accounting fees, supervision fees and advertising contributions received from our franchisees which are currently recognized as a reduction of general and administrative expense.  We continue to evaluate the standard’s impact on the classification of certain transactions including discounts on third party gift card sales.  We expect to use the cumulative-effect method of adoption and do not believe this adoption will have a material impact on our consolidated balance sheets and the related

48


statements of income and comprehensive income, stockholders’ equity, and cash flows and the related notes, or a material effect on our internal control over financial reporting.

Leases

(Accounting Standards Update 2016-02, "ASU 2016-02")

In February 2016, the FASB issued ASU 2016-02, Leases, which requires an entity to recognize a right-of-use asset and a lease liability for virtually all leases.  This update also requires additional disclosures about the amount, timing, and uncertainty of cash flows arising from leases.  ASU 2016-02 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018 (our 2019 fiscal year).  Early adoption is permitted.  A modified retrospective approach is required for all leases existing or entered into after the beginning of the earliest comparative period in the consolidated financial statements. 

We had operating leases with remaining rental payments of approximately $850.0 million as of December 26, 2017.  The discounted minimum remaining rental payments will be the starting point for determining the right-of-use asset and lease liability.  While we are still in the process of assessing the impact of this new standard on our  consolidated financial position, results of operations and cash flows, we expect the adoption of this standard will have a material impact on our consolidated balance sheets due to the recognition of the right-of-use asset and lease liability related to operating leases.  While the new standard is also expected to impact the measurement and presentation of elements of expenses and cash flows related to leasing arrangements, we do not presently believe there will be a material impact on our consolidated statements of income and comprehensive income or our consolidated statement of cash flows.

Financial Instruments

(Accounting Standards Update 2016-13, "ASU 2016-13")

In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires measurement and recognition of expected versus incurred losses for financial assets held.  ASU 2016-13 is effective for annual periods beginning after December 15, 2019 (our 2020 fiscal year), with early adoption permitted for annual periods beginning after December 15, 2018.  We are currently assessing the impact of this new standard on our consolidated financial position, results of operations and cash flows.

Statement of Cash Flows

(Accounting Standards Update 2016-15, "ASU 2016-15")

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, which adds and/or clarifies guidance on the classification of certain cash receipts and payments in the statement of cash flows.  ASU 2016-15 is effective for annual periods beginning after December 15, 2017 (our 2018 fiscal year) and interim periods within those annual periods.  We do not expect the adoption of this guidance will have a material impact on our consolidated financial position, results of operations or cash flows.

Income Taxes

(Accounting Standards Update 2016-16, "ASU 2016-16")

In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740), which addresses the income tax consequences of intra-entity transfers of assets other than inventory.  Current GAAP prohibits the recognition of current and deferred income taxes for an intra-entity asset transfer until the asset has been sold to an outside party.  This standard will require recognition of current and deferred income taxes resulting from an intra-entity transfer of an asset other than inventory when the transfer occurs.  ASU 2016-16 is effective for annual and interim periods beginning after December 15, 2017 (our 2018 fiscal year).  We do not expect the adoption of this guidance will have a material impact on our consolidated financial position, results of operations or cash flows.

Goodwill

(Accounting Standards Update 2017-04, "ASU 2017-04")

In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Text for Goodwill Impairment, which simplifies the accounting for goodwill impairment and is expected to reduce the

49


cost and complexity of accounting for goodwill.  ASU 2017-04 removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation.  Instead, goodwill impairment will be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of the goodwill.  ASU 2017-04 is effective for fiscal years beginning after December 15, 2019 (our 2020 fiscal year) and will be applied on a prospective basis.  Early adoption is permitted for interim and annual goodwill impairment tests performed on testing dates after January 1, 2017.  We are currently assessing the impact of this new standard on our consolidated financial position, results of operations and cash flows.

Compensation – Stock Compensation

(Accounting Standards Update 2017-09, "ASU 2017-09")

In May 2017, the FASB issued ASU 2017-09, Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting, which clarifies when a change in the terms or conditions of a share-based payment award must be accounted for as a modification.  ASU 2017-09 requires modification accounting if the fair value, vesting condition or the classification of the award is not the same immediately before and after a change in the terms and conditions of the award.  ASU 2017-09 is effective for annual and interim periods beginning after December 15, 2017 (our 2018 fiscal year). We do not expect the adoption of this guidance will have a material impact on our consolidated financial position, results of operations or cash flows.

Critical Accounting Policies and Estimates

The above discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses and disclosures of contingent assets and liabilities. Our significant accounting policies are described in noteNote 2 to the accompanying consolidated financial statements. Critical accounting policies are those that we believe are most important to portraying our financial condition and results of operations and also require the greatest amount of subjective or complex judgments by management. Judgments or uncertainties regarding the application of these policies may result in materiallysignificantly different amounts being reported under different conditions or using different assumptions. We consider the following policies to be the most critical in understanding the judgments that are involved in preparing the consolidated financial statements.

48

Impairment of Long‑livedLong-lived Assets. We evaluate long‑livedlong-lived assets related to each restaurant to be held and used in the business, such as property and equipment, operating lease right-of-use assets and intangible assets subject to amortization, for impairment whenever events and circumstances indicate that the carrying amount of a restaurant may not be recoverable. For the purposes of this evaluation, we define the asset group at the individual restaurant level. When we evaluate the restaurants, cash flows are the primary indicator of impairment. Recoverability of assets to be held and used is measured by comparison of the carrying amount of the restaurant to estimated undiscounted future cash flows expected to be generated by the restaurant.

Under our policies, trailing 12‑12-month cash flow results below $300,000under a predetermined amount at the individual restaurant level signals a potential impairment. In our evaluation of restaurants that do not meet the cash flow threshold, we estimate future undiscounted cash flows from operating the restaurant over its estimatedthe remaining useful life of the primary asset, which can be a period of over 20 years.is the building or the operating lease right-of-use asset. In the estimation of future cash flows, we consider the period of time the restaurant has been open, the trend of operations over such period and future periods and expectations for future sales growth. We limit assumptions about important factors such as trend of future operations and sales growth to those that are supportable based upon our plans for the restaurant and actual results at comparable restaurants. Both qualitative and quantitative information are considered when evaluating for potential impairments. As we assess the ongoing expected cash flows and carrying amounts of our long‑livedlong-lived assets, these factors could cause us to realize a material impairment charge. Based on our reviews performed on the cash flows of our restaurants, the carrying amount associated with restaurants deemed at risk for impairment is not material to our consolidated financial statements.

If assets are determined to be impaired, we measure the impairment charge by calculating the amount by which the asset carrying amount exceeds its estimated fair value. The determination of asset fair value is also subject to significant judgment. We generally measure estimated fair value by independent third party appraisal or discounting estimated future cash flows. When fair value is measured by discounting estimated future cash flows, the assumptions used are consistent with what we believe hypothetical market participants would use. We also use a discount rate that is commensurate with the risk inherent in the projected cash flows. If these assumptions change in the future, we may be required to record impairment charges for these assets.

At December 26, 2017,In 2023, we had nine restaurants whose trailing 12‑month cash flows did not meet the $300,000 threshold. However, the future undiscounted cash flows from operating eachrecorded impairment and closure costs, net of these restaurants over their remaining estimated useful lives exceeded their respective remaining carrying values and no assets were determined$0.3 million related to be impaired.

50


See note 15relocated stores. Refer to Note 17 in the Consolidated Financial Statementsconsolidated financial statements for further discussion regarding closuresimpairment and impairmentsclosure costs recorded in 2017, 20162023, 2022 and 2015, including the impairments of goodwill and other long‑lived assets.2021.

Goodwill. Goodwill is tested annually for impairment and is tested more frequently if events and circumstances indicate that the asset might be impaired. We have assigned goodwill to our reporting units, which we consider to be the individual restaurant level. An impairment loss is recognized to the extent that the carrying amount exceeds the implied fair value of goodwill.the reporting unit, up to the amount of goodwill recorded. Goodwill is required to be tested for impairment at the reporting unit level, or the level of internal reporting that reflects the way in which an entity manages its businesses. A reporting unit is defined as an operating segment, or one level below an operating segment. Our reporting units are at the concept level. An entity may first assess qualitative factors in order to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. The determination of impairment consists of two steps. First, weentity may also elect to bypass the qualitative assessment and determine the fair value of the reporting unit and compare it to its carrying amount. The fair value of the reporting unit may be based on several valuation approaches including capitalization of earnings, discounted cash flows, comparable public company market multiples and comparable acquisition market multiples. Second, ifIf the carrying amount of the reporting unit exceeds its fair value, an impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value of the goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit, in a manner similar to a purchase price allocation. The residual fair value after this allocation is the implied fair value of theunit.

At December 26, 2023, our Texas Roadhouse reporting unit goodwill.had allocated goodwill of $169.7 million. No other reporting units had goodwill balances.

The valuation approaches used to determine fair value are subject to key judgments and assumptions that are sensitive to change such as appropriate revenue growth rates, operating margins, weighted average cost of capital, and comparable company and acquisition market multiples. In estimatingperforming the fair value using the capitalization of earnings or discounted cash flows methodsqualitative assessment, we consider the period of time the restaurant has been open, the trend of operations over such period and future periods, expectations of future sales growth and terminal value. Assumptions about importantreviewed factors such as the trend of future operations and sales growth are limited to those that are supportable based upon the plans for the restaurant and actual results at comparable restaurants. When developing these key judgments and assumptions, we consider economic, operationalmacroeconomic conditions, industry and market conditions that could impact fair value. The judgmentsconsiderations, cost factors, changes in management or key personnel, sustained decreases in share price and assumptions used are consistent with what we believe hypothetical market participants would use. However, estimates are inherently uncertain and represent only our reasonable expectations regarding future developments. If the estimates used in performing the impairment test prove inaccurate, the fair valueoverall financial performance of the restaurants may ultimately prove to be significantly lower, thereby causing the carrying value to exceed the fair value and indicating impairment has occurred.

At December 26, 2017, we had 69Company’s Texas Roadhouse reporting units, primarily at the restaurant level, with allocated goodwill of $121.0 million. The average amount of goodwill associated with each reporting unit is $1.8 million with six reporting units having goodwill in excess of $4.0 million. We did not record any impairment charges asunit. As a result of our annualthe qualitative assessment, no indicators of impairment analysiswere identified, and no additional indicators of impairment were identified through the end of the fourth quarter that would require additional testing. Changes in 2017.  We are not currently monitoring any restaurants for potential impairment. Since we determine the fair value of goodwillcircumstances existing at the restaurant level, any significant decreasesmeasurement date or at other times in cash flows at these restaurants or othersthe future could triggerresult in an impairment chargeloss.

Effects of Inflation

During recent years, we have operated during periods of high inflation, led primarily by commodity cost and wage

49

and other labor inflation. Commodity cost inflation is due to increased costs incurred by our vendors related to increased labor, transportation, packaging, and raw materials costs. Wage and other labor inflation is driven by higher wage and benefit expense due to labor market pressures along with increases in the future. The fair value of each ofstate-mandated minimum and tipped wage rates and increased investment in our reporting units was substantially in excess of their respective carrying values aspeople. Some of the 2017 goodwill impairment test. See note 15 in the Consolidated Financial Statements for further discussion regarding closures and impairments recorded in 2017, 2016 and 2015, including the impairmentsimpacts of goodwillinflation have been offset by menu price increases and other long‑lived assets.

Income Taxes.  Deferred tax assets and liabilities are recognized based upon anticipated future tax consequences attributable to differences between financial statement carrying values of assets and liabilities and their respective tax bases. A valuation allowance is established to reduceadjustments made during the carrying value of deferred tax assets if it is considered more likely than not that such assets will not be realized. Any change in the valuation allowance would be charged to income in the period such determination was made.

An uncertain tax position taken or expected to be taken in a tax return is recognized in the financial statements when it is more likely than not (i.e., a likelihood of more than fifty percent) that the position would be sustained upon examination by tax authorities that have full knowledge of all relevant information. A recognized tax position is then measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon settlement.

Effects of Inflation

We have not operated in a period of high general inflation for the last several years; however, we have experienced material increases in certain commodity costs, specifically beef, in the past. In addition, a significant number of our employees are paid at rates related to the federal and/or state minimum wage and, accordingly, increases in minimum wage have increased our labor costs for the last several years. We have increased menu prices and made other adjustments over the past few years, in an effort to offset increases in our restaurant and operating costs resulting from inflation.year. Whether we are able and/or choose to continue to offset the effects of inflation will determine to what extent, if any, inflation affects our restaurant profitability in future periods.

51


ITEM 7A—7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risk from changes in interest rates on variable rate debt and changes in commodity prices. Our exposure to interest rate fluctuations is limited to our outstanding bank debt. The terms of the amended revolving credit facility require us to pay interest on outstanding borrowings at London Interbank Offering Rate ("LIBOR")SOFR, plus a marginfixed adjustment of 0.10%, plus a variable adjustment of 0.875% to 1.875%, depending on our leverage ratio, or the Alternate Base Rate, which is the highestratio. As of the issuing bank’s prime lending rate, the Federal Funds rate plus 0.50% or the Adjusted Eurodollar Rate for a one month interest period on such day plus 1.0%. At December 26, 2017,2023, we had $50.0 millionno outstanding under the amended revolving credit facility, which bears interest at approximately 87.5 to 187.5 basis points (dependingborrowings on our leverage ratios) over LIBOR.  Should interest rates based on these variable rate borrowings increase by one percentage point, our estimated annual interest expense would increase by $0.5 million.credit facility.

In an effort to secure high quality, low costlow-cost ingredients used in the products sold in our restaurants, we employ various purchasing and pricing contract techniques. When purchasing certain types of commodities, we may be subject to prevailing market conditions resulting in unpredictable price volatility. For certain commodities, we may also enter into contracts for terms of one year or less that are either fixed price agreements or fixed volume agreements where the price is negotiated with reference to fluctuating market prices. We currently do not use financial instruments to hedge commodity prices, but we will continue to evaluate their effectiveness. Extreme and/or long termlong-term increases in commodity prices could adversely affect our future results, especially if we are unable, primarily due to competitive reasons, to increase menu prices. Additionally, if there is a time lag between the increasing commodity prices and our ability to increase menu prices or if we believe the commodity price increase to be short in duration and we choose not to pass on the cost increases, our short‑termshort-term financial results could be negatively affected.

We are subject to business risk as our beef supply is highly dependent upon threefour vendors. If these vendors wereare unable to fulfill their obligations under their contracts, we may encounter supply shortages and incurand/or higher costs to secure adequate supplies,supply and a possible loss of sales, any of which would harm our business.

ITEM 8—8. FINANCIAL STATEMENTS AND SUPPLEMENTARY FINANCIAL DATA

See Index to Consolidated Financial Statements at Item 15.

ITEM 9—9. CHANGES IN AND DISAGREEMENTSDISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

52


50

ITEM 9A—9A. CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures

We have evaluated the effectiveness of the design and operation of our disclosure controls and procedures pursuant to, and as defined in, Rules 13a‑15(e)13a-15(e) and 15d‑15d-15(e) under the Securities Exchange Act of 1934, as amended, as of the end of the period covered by this report. Based on the evaluation, performed under the supervision and with the participation of our management, including the Chief Executive Officer (the "CEO") and the Chief Financial Officer (the "CFO"), our management, including the CEO and CFO, concluded that our disclosure controls and procedures were effective as of December 26, 2017.2023.

Changes in internal control

During the fourth quarter of 2017, thereThere were no changes with respect to ourin the Company’s internal control over financial reporting that occurred during the quarter ended December 26, 2023 that materially affected or are reasonably likely to materially affect, ourthe Company’s internal control over financial reporting.

Management’s Report on Internal Control over Financial Reporting

Under Section 404 of the Sarbanes‑OxleySarbanes-Oxley Act of 2002, our management is required to assess the effectiveness of the Company’s internal control over financial reporting as of the end of each fiscal year and report, based on that assessment, whether the Company’s internal control over financial reporting is effective.

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Exchange Act Rule 13a‑15(f)13a-15(f), internal control over financial reporting is a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our Board of Directors, management and other personnel, 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. Therefore, internal control over financial reporting determined to be effective can provide only reasonable assurance with respect to financial statement preparation and may not prevent or detect all misstatements.

Under the supervision and with the participation of our management, including our CEO and CFO, we assessed the effectiveness of the Company’s internal control over financial reporting as of the end of the period covered by this report. In this assessment, the Company applied criteria based on the "Internal Control—Integrated Framework (2013)" issued by the Committee of Sponsoring Organizations of the Treadway Commission. These criteria are in the areas of control environment, risk assessment, control activities, information and communication, and monitoring. The Company’s assessment included documenting, evaluating and testing the design and operating effectiveness of its internal control over financial reporting. Based upon this evaluation, our management concluded that our internal control over financial reporting was effective as of December 26, 2017.2023.

KPMG LLP, the independent registered public accounting firm that audited our Consolidated Financial Statements included in the Annual Report on Form 10‑K,10-K, has also audited the effectiveness of the Company’s internal control over financial reporting as of December 26, 20172023 as stated in their report at F‑2.

ITEM 9B—OTHER INFORMATION

None.

53


F-3.

51

ITEM 9B. OTHER INFORMATION

Rule 10b5-1 Trading Plans

In accordance with the disclosure requirement set forth in Item 408 of Regulation S-K, the following table discloses any executive officer or director who is subject to the filing requirements of Section 16 of the Securities Exchange Act of 1934 that adopted a Rule 10b5-1 trading arrangement during the 13 weeks ended December 26, 2023. These trading arrangements are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Name

Title

Adoption Date

End Date (1)

Aggregate Number of Securities to be Sold

Hernan E. Mujica

Chief Technology Officer

11/22/2023

3/12/2024

1,740

(1)A trading plan may expire on such earlier date that all transactions under the trading plan are completed.

Other than as disclosed above, no other executive officer or director adopted, modified or terminated a Rule 10b5-1 or a non-Rule 10b5-1 trading arrangement during the 13 weeks ended December 26, 2023.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

None.

PART III

ITEM 10—10. DIRECTORS, EXECUTIVEEXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information regarding our directors is incorporated herein by reference to the information set forth under "Election of Directors" in our Definitive Proxy Statement to be dated approximatelyon or about April 6, 2018.5, 2024.

Information regarding our executive officers has been included in Part I of this Annual Report under the caption "Executive Officers of the Company."

Information regarding our corporate governance is incorporated herein by reference to the information set forth in our Definitive Proxy Statement to be dated approximatelyon or about April 6, 2018.5, 2024.

ITEM 11—11. EXECUTIVE COMPENSATION

Incorporated by reference from our Definitive Proxy Statement to be dated approximatelyon or about April 6, 2018.5, 2024.

ITEM 12—12. SECURITY OWNERSHIPOWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Incorporated by reference from our Definitive Proxy Statement to be dated approximatelyon or about April 6, 2018.5, 2024.

Equity Compensation PlansPlan Information

As of December 26, 2017,2023, shares of common stock authorized for issuance under our equity compensation plans are summarized in the following table. See note 13Refer to Note 14 to the Consolidated Financial Statements for a description of the plans.

    

Shares to Be

    

Shares

Issued Upon

Available for

Plan Category

Vest Date (1)

Future Grants

Plans approved by shareholders

 

478,027

6,414,812

Plans not approved by shareholders

 

Total

 

478,027

6,414,812

 

 

 

 

 

 

 

    

Shares to Be

    

Shares

 

 

 

Issued Upon

 

Available for

 

Plan Category

 

Vest Date

 

Future Grants

 

Plans approved by stockholders(1)

 

1,154,991

 

4,077,534

 

Plans not approved by stockholders

 

 

 

Total

 

1,154,991

 

4,077,534

 


(1)

(1)

See note 13 toTotal number of shares consist of 442,327 restricted stock units and 35,700 performance stock units. Shares in this column are excluded from the Consolidated Financial Statements.

Shares Available for Future Grants column.

52

ITEM 13—13. CERTAIN RELATIONSHIPSRELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Incorporated by reference from our Definitive Proxy Statement to be dated approximatelyon or about April 6, 2018.5, 2024.

ITEM 14—14. PRINCIPAL ACCOUNTINGACCOUNTANT FEES AND SERVICES

Incorporated by reference from our Definitive Proxy Statement to be dated approximatelyon or about April 6, 2018.5, 2024.

54


53

PART IV

ITEM 15—EXHIBITS, FINANCIAL15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES

1.Consolidated Financial Statements

2.Financial Statement Schedules

2.

Financial Statement Schedules

Omitted due to inapplicability or because required information is shown in our Consolidated Financial Statements or notesNotes thereto.

3.Exhibits

3.

Exhibits

Exhibit
No.

Description

3.1

Amended and Restated Certificate of Incorporation of Registrant (incorporated by reference to Exhibit 3.1 of the Registrant’s Quarterly Report on Form 10-Q for the period ended June 28, 2016)(File No. 000-50972)

3.2

Amended and Restated Bylaws of Registrantfor Texas Roadhouse, Inc. dated February 23, 2023 (incorporated by reference to Exhibit 3.33.1 to the Registration StatementRegistrant's Current Report on Form S‑1 of Registrant (File No. 333‑115259))8-K dated February 23, 2023)

4.1

Registration Rights Agreement, dated asDescription of May 7, 2004, among Registrant and othersSecurities (incorporated by reference to Exhibit 4.34.2 to the Registration StatementRegistrant’s Annual Report on Form S‑1 of Registrant (File No. 333‑115259))10-K for the year ended December 31, 2019)

10.1*

Texas Roadhouse, Inc. 2004 Equity Incentive PlanForm of Indemnification Agreement for Director and Executive Officer (incorporated by reference to Exhibit 4.1 to the Registration Statement10.1 of Registrant’s Annual Report on Form S‑8 of Registrant (File No. 333‑121241))10-K for the year ended December 28, 2021)

10.2

Form of Director and Executive Officer Indemnification Agreement (incorporated by reference to Exhibit 10.9 to the Registration Statement on Form S‑1 of Registrant (File No. 333‑115259))

10.3

Form of Limited Partnership Agreement and Operating Agreement for certain company‑managedcompany-managed Texas Roadhouse restaurants, including schedule of the owners of such restaurants and the aggregate interests held by directors, executive officers and 5% stockholders who are parties to such an agreement (incorporated by reference to Exhibit 10.10 to the Registration Statement on Form S‑1S-1 of Registrant (File No. 333‑115259))Registrant)

10.610.3

Form of Franchise Agreement and Preliminary Agreement for a Texas Roadhouse restaurant franchise, including schedule of directors, executive officers and 5% stockholders which have entered into either agreement (incorporated by reference to Exhibit 10.14 to the Registration Statement on Form S‑1S-1 of Registrant (File No. 333‑115259))Registrant)

10.710.4

Schedule of the owners of company‑managedcompany-managed Texas Roadhouse restaurants and the aggregate interests held by directors, executive officers and 5% stockholders who are parties to Limited Partnership Agreements and Operating Agreements as of December 26, 20172023 the form of which is set forth in Exhibit 10.310.2 of this Form 10‑K10-K

10.810.5

Schedule of the directors, executive officers and 5% stockholders which have entered into Franchise Agreements or Preliminary Agreements for a Texas Roadhouse Franchise as of December 26, 20172023 the form of which is set forth in Exhibit 10.610.3 of this Form 10‑K10-K

10.1110.6*

Amended and Restated Lease Agreement (Two Paragon Centre) dated January 1, 2006 between Paragon Centre Holdings, LLC and Texas Roadhouse Holdings LLC (incorporated by reference to Exhibit 10.17 of Registrant’s Quarterly Report on Form 10‑Q for the quarter ended June 27, 2006) (File No. 000‑50972)

55


Exhibit
No.

Description

10.12

First Amendment to Amended and Restated Lease Agreement (Two Paragon Centre) dated December 18, 2006 between Paragon Centre Holdings LLC and Texas Roadhouse Holdings LLC (incorporated by reference to Exhibit 10.21 of Registrant’s Annual Report on Form 10‑K for the year ended December 26, 2006) (File No. 000‑50972)

10.13

Second Amendment to Amended and Restated Lease Agreement (Two Paragon Centre) dated May 10, 2007 between Paragon Centre Holdings, LLC and Texas Roadhouse Holdings, LLC (incorporated by reference to Exhibit 10.2 of the Registrant’s Quarterly Report on Form 10‑Q for the quarter ended June 26, 2007) (File No. 000‑50972)

10.14

Third Amendment to Amended and Restated Lease Agreement (Two Paragon Centre) dated September 7, 2007 between Paragon Centre Holdings, LLC and Texas Roadhouse Holdings, LLC (incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10‑Q for the quarter ended September 25, 2007) (File No. 000‑50972)

10.15

Fourth Amendment dated July 22, 2009, and Fifth Amendment dated November 15, 2013, to Amended and Restated Lease Agreement (Two Paragon Centre) between Paragon Centre Holdings, LLC and Texas Roadhouse Holdings, LLC (incorporated by reference to Exhibit 10.15 to the Registrant’s Annual Report on Form 10-K for the year ended December 30, 2014 (File No. 000-50972))

10.16*

Form of Restricted Stock Unit Award Agreement under the 2004 Equity Incentive Plan (incorporated by reference to Exhibit 10.19 of Registrant’s Annual Report on Form 10‑K for the year ended December 25, 2007 (File No. 000‑50972))

10.17*

Form of First Amendment to Restricted Stock Unit Award Agreement under the 2004 Equity Incentive Plan with non‑management directors (incorporated by reference to Exhibit 10.20 of Registrant’s Annual Report on Form 10‑K for the year ended December 30, 2008 (File No. 000‑50972))

10.18*

Amendment to Texas Roadhouse, Inc. 2004 Equity Incentive Plan (incorporated by reference to Exhibit 10.21 of Registrant’s Annual Report on Form 10‑K for the year ended December 30, 2008 (File No. 000‑50972))

10.19*

Texas Roadhouse, Inc. 2013 Long‑TermLong-Term Incentive Plan (incorporated by reference from Appendix A to the Texas Roadhouse, Inc. Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 5, 2013 (File No. 000‑50972))2013)

10.20*10.7*

Form of Restricted Stock Unit Award under the Texas Roadhouse, Inc. 2013 Long‑Term Incentive Plan (incorporated by reference to Exhibit 10.2 of Registrant’s Quarterly Report on Form 10‑Q for the quarter ended June 25, 2013 (File No. 000‑50972))

10.21*

Texas Roadhouse, Inc. Cash Bonus Plan for cash incentive awards granted pursuant to the Texas Roadhouse, Inc. 2013 Long‑Term Incentive Plan (incorporated by reference to Exhibit 10.3 of Registrant’s Quarterly Report on Form 10‑Q for the quarter ended June 25, 2013 (File No. 000‑50972))

10.22*

Employment Agreement between the Registrant and W. Kent Taylor, entered into as of January 8, 2015 (incorporated by reference to Exhibit 10.35 to the Registrant’s Annual Report on Form 10-K for the year ended December 30, 2014 (File No. 000-50972))

10.23*

Employment Agreement between the Registrant and Scott M. Colosi, entered into as of January 8, 2015 (incorporated by reference to Exhibit 10.36 to the Registrant’s Annual Report on Form 10-K for the year ended December 30, 2014 (File No. 000-50972))

10.24*

Employment Agreement between the Registrant and Celia Catlett, entered into as of January 8, 2015 (incorporated by reference to Exhibit 10.38 to the Registrant’s Annual Report on Form 10-K for the year ended December 30, 2014 (File No. 000-50972))

10.25*

Employment Agreement between the Registrant and W. Kent Taylor entered into as of December 26, 2017

10.26*

Employment Agreement between the Registrant and Scott M. Colosi entered into as of December 26, 2017

10.27*

Employment Agreement between the Registrant and Celia Catlett entered into as of December 26, 2017

10.28*

Employment Agreement between the Registrant and S. Chris Jacobsen entered into as of December 26, 2017

10.29*

Form of Performance Stock Unit Award Agreement under the Texas Roadhouse, Inc. 2013 Long‑Term Incentive Plan (incorporated by reference to Exhibit 10.36 to the Registrant’s Annual Report on Form 10-K for the year ended December 29, 2015 (File No. 000-50972))

56


54

Exhibit
No.

Description

10.32*10.8*

Second Amended and Restated Deferred Compensation Plan of Texas Roadhouse Management Corp., as amended December 19, 2007 and December 31, 2008 (incorporated by reference to Exhibit 10.42 to the Registrant’s Annual Report on Form 10-K for the year ended December 30, 2014 (File No. 000-50972))2014)

10.33*10.9*

Third Amended and Restated Deferred Compensation Plan of Texas Roadhouse Management Corp., effective January 1, 2010 (incorporated by reference to Exhibit 10.43 to the Registrant’s Annual Report on Form 10-K for the year ended December 30, 2014 (File No. 000-50972))2014)

10.3410.10

Master Lease Agreement dated December 11, 2012October 26, 2018 between Paragon Centre Holdings, LLC and Texas Roadhouse Holdings LLC (incorporated by reference to Exhibit 10.4210.2 to the Registrant’s AnnualQuarterly Report on Form 10-K10-Q for the yearquarter ended December 29, 2015 (File No. 000-50972))September 25, 2018)

10.3510.11

First Amendment to Lease Agreement dated January 10, 2013 between Paragon Centre Holdings, LLC and Texas Roadhouse Holdings LLC (incorporated by reference to Exhibit 10.43 to the Registrant’s Annual Report on Form 10-K for the year ended December 29, 2015 (File No. 000-50972))

10.36

Second Amendment to Lease Agreement dated February 11, 2015 between Paragon Centre Holdings, LLC and Texas Roadhouse Holdings LLC (incorporated by reference to Exhibit 10.44 to the Registrant’s Annual Report on Form 10-K for the year ended December 29, 2015 (File No. 000-50972))

10.37

Third Amendment to Lease Agreement dated January 26, 2016 between Paragon Centre Holdings, LLC and Texas Roadhouse Holdings LLC (incorporated by reference to Exhibit 10.45 to the Registrant’s Annual Report on Form 10-K for the year ended December 29, 2015 (File No. 000-50972))

10.38*

Employment agreement between the Registrant and S. Chris Jacobsen, entered into as of February 11, 2016 (incorporated by reference to Exhibit 10.46 to the Registrant’s Annual Report on Form 10-K for the year ended December 29, 2015 (File No. 000-50972))

10.39*

Form of Nonqualified Stock Option Agreement under Texas Roadhouse, Inc. 2013 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.47 to the Registrant’s Annual Report on Form 10-K for the year ended December 29, 2015 (File No. 000-50972))

10.40

Fourth Amendment to Lease Agreement dated January 13, 2017 between Paragon Centre Holdings, LLC and Texas Roadhouse Holdings LLC (incorporated by reference to Exhibit 10.36 to the Registrant’s Annual Report on Form 10-K for the year ended December 27, 2016 (File No. 000-50972))

10.41

Fifth Amendment to Lease Agreement dated November 2, 2017 between Paragon Centre Holdings, LLC and Texas Roadhouse Holdings LLC

10.42

Consent Decree dated March 31, 2017, among Texas Roadhouse, Inc., Texas Roadhouse Holdings LLC, Texas Roadhouse Management Corp. and the EEOC (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated March 31, 2017 (File No. 000-50972))

10.43

Amended and Restated Credit Agreement dated as of August 7, 2017, by and among Texas Roadhouse Inc., and the lenders named therein and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated August 7, 2017 (File2017)

10.12

Assignment and Assumption Agreement between Texas Roadhouse Holdings LLC and Texas Roadhouse, Inc. dated October 26, 2018 (incorporated by reference to Exhibit 10.27 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019)

10.13

First Amendment to Paragon Centre Master Lease Agreement between Paragon Centre Holdings, LLC and Texas Roadhouse, Inc. dated December 13, 2019 (incorporated by reference to Exhibit 10.28 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019)

10.14

First Amendment to Amended and Restated Credit Agreement, dated as of May 11, 2020, by and among Texas Roadhouse, Inc., and the lenders named therein and JPMorgan Chase Bank, N.A. as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on 8-K dated May 11, 2020)

10.15*

Employment Agreement between Registrant and Gerald L. Morgan entered into as of December 17, 2020 (incorporated by reference to Exhibit 10.33 to the Registrant’s Annual Report on Form 10-K for the year ended December 29, 2020)

10.16*

Employment Agreement between Registrant and S. Chris Jacobsen entered into as of December 30, 2020 (incorporated by reference to Exhibit 10.36 to the Registrant’s Annual Report on Form 10-K for the year ended December 29, 2020)

10.17*

Employment Agreement between Registrant and Tonya Robinson entered into as of December 30, 2020 (incorporated by reference to Exhibit 10.37 to the Registrant’s Annual Report on Form 10-K for the year ended December 29, 2020)

10.18*

Employment Agreement between Registrant and Christopher C. Colson entered into as of March 31, 2021 (incorporated by reference to Exhibit 10.6 of the Registrant’s Quarterly Report on Form 10-Q for the period ended March 30, 2021)

10.19*

First Amendment to Employment Agreement between Texas Roadhouse Management Corp. and Gerald L. Morgan dated March 31, 2021, with a retroactive effective date of March 18, 2021 (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K dated March 31, 2021)

10.20*

Employment Agreement between Registrant and Regina A. Tobin entered into as of June 15, 2021 with an effective date of June 30, 2021 (incorporated by reference to Exhibit 10.3 of the Registrant’s Quarterly Report on Form 10-Q for the period ended June 29, 2021)

10.21*

Employment Agreement between Registrant and Hernan E. Mujica entered into as of June 15, 2021 with an effective date of June 30, 2021 (incorporated by reference to Exhibit 10.4 of the Registrant’s Quarterly Report on Form 10-Q for the period ended June 29, 2021)

10.22

Second Amendment to Amended and Restated Credit Agreement dated as of May 4, 2021 by and among Texas Roadhouse, Inc. and the lenders named therein and JPMorgan Chase Bank, N.A. as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K dated May 4, 2021)

10.23*

Texas Roadhouse, Inc. 2021 Long-Term Incentive Plan (incorporated by reference from Appendix A to the Texas Roadhouse, Inc. Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 2, 2021)

10.24*

Form of Texas Roadhouse, Inc. 2021 Long-Term Incentive Plan Performance Stock Unit Award Agreement (incorporated by reference to Exhibit 10.1 of Registrant's Current Report on Form 8-K dated June 15, 2021)

10.25*

Form of Texas Roadhouse, Inc. 2021 Long-Term Incentive Plan Restricted Stock Unit Award Agreement (Officers) (incorporated by reference to Exhibit 10.1 of Registrant's Current Report on Form 8-K dated June 15, 2021)

55

Exhibit
No.

Description

10.26*

Form of Texas Roadhouse, Inc. 2021 Long-Term Incentive Plan Restricted Stock Unit Award Agreement (Member of Board of Directors) (incorporated by reference to Exhibit 10.1 of Registrant's Current Report on Form 8-K dated June 15, 2021)

10.27*

Second Amendment to Employment Agreement between Texas Roadhouse Management Corp. and Gerald L. Morgan dated January 9, 2023 (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K dated January 6, 2023)

10.28*

First Amendment to Employment Agreement between Texas Roadhouse Management Corp. and Regina A. Tobin dated January 9, 2023 (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K dated January 6, 2023)

10.29*

First Amendment to Employment Agreement between Texas Roadhouse Management Corp. and Hernan E. Mujica dated January 9, 2023 (incorporated by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8-K dated January 6, 2023)

10.30*

First Amendment to Employment Agreement between Texas Roadhouse Management Corp. and Christopher C. Colson dated January 9, 2023 (incorporated by reference to Exhibit 10.4 to the Registrant's Current Report on Form 8-K dated January 6, 2023)

10.31*

Separation Agreement and Release of Claims dated January 5, 2023 by and between Tonya R. Robinson and Texas Roadhouse Management Corp. (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K dated January 4, 2023)

10.32*

Employment Agreement between Texas Roadhouse Management Corp. and David Christopher Monroe dated May 17, 2023 (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K dated May 17, 2023)

10.33

Amendment No. 000-50972))3 to Amended and Restated Credit Agreement dated May 19, 2023 by and among Texas Roadhouse, Inc., the lenders named therein and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8‑K dated May 19, 2023)

10.34*

Separation Agreement and Release of Claims dated August 3, 2023 by and between S. Chris Jacobsen and Texas Roadhouse Management Corp. (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K dated August 3, 2023)

10.35*

Form of Texas Roadhouse, Inc. 2021 Long-Term Incentive Plan Restricted Stock Unit Award Agreement (Non-Officers) (incorporated by reference to Exhibit 10.2 to Registrant’s of the Registrant’s Quarterly Report on Form 10-Q for the period ended September 26, 2023)

10.36*

Employment Agreement between Texas Roadhouse Management Corp. and Travis C. Doster dated November 9, 2023

21.1

List of Subsidiaries

23.1

Consent of KPMG LLP, Independent Registered Public Accounting Firm

31.1

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

31.2

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

31.3

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1

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

32.297*

CertificationTexas Roadhouse, Inc. Policy for Recovery of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002Incentive Compensation for Executive Officers dated November 9, 2023

57


Exhibit
No.

Description

101

The following financial statements from the Texas Roadhouse, Inc. Annual Report on Form 10‑K10-K for the year ended December 26, 2017,2023, filed February 23, 2018,2024, formatted in inline eXtensible Business Reporting Language (XBRL)(iXBRL): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income and Comprehensive Income, (iii) Consolidated Statements of Stockholders’ Equity, (iv) Consolidated Statements of Cash Flows, and (v) the Notes to the Consolidated Financial Statements.

104

Cover page, formatted in iXBRL and contained in Exhibit 101.

*

Management contract or compensatory plan or arrangement required to be filed as an exhibit to Form 10-K.


56

*Management contract or compensatory plan or arrangement required to be filed as an exhibit to Form 10‑K.Table of Contents

ITEM 16. FORM 10-K SUMMARY

Not applicable.

58


SIGNATURES

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

TEXAS ROADHOUSE, INC.

By:

/s/ W. Kent TaylorGerald L. Morgan

W. Kent TaylorChief Executive Officer, Director

Chairman of the Company, Chief Executive

Officer, Director

Date: February 23, 20182024

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature

Title

Title

Date

/s/ W. Kent Taylor

W. Kent TaylorGerald L. Morgan

Chairman of the Company, Chief Executive Officer, Director

February 23, 2024

Gerald L. Morgan

(Principal Executive Officer)

February 23, 2018

/s/ Scott M. Colosi

Scott M. ColosiD. Christopher Monroe

President, Chief Financial Officer (Principal

February 23, 2024

D. Christopher Monroe

(Principal Financial Officer and Officer)

/s/ Keith V. Humpich

Vice President of Finance

February 23, 2024

Keith V. Humpich

(Principal Accounting Officer)

February 23, 2018

/s/ Gregory N. Moore

Chairman of the Board, Director

February 23, 2024

Gregory N. Moore

Director

February 23, 2018

/s/ James F. Parker

James F. ParkerMichael A. Crawford

Director

February 23, 20182024

Michael A. Crawford

/s/ Kathy Widmer

Kathy WidmerDonna E. Epps

Director

February 23, 20182024

Donna E. Epps

/s/ Wayne L. Jones

Director

February 23, 2024

Wayne L. Jones

/s/ Curtis A. Warfield

Director

February 23, 2024

Curtis A. Warfield

/s/ Kathleen M. Widmer

Director

February 23, 2024

Kathleen M. Widmer

/s/ James R. Zarley

Director

February 23, 2024

James R. Zarley

Director

February 23, 2018

59


57

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors
Texas Roadhouse, Inc.:

Opinion on theConsolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Texas Roadhouse, Inc. and subsidiaries (the "Company")Company) as of December 26, 20172023 and December 27, 2016,2022, the related consolidated statements of income and comprehensive income, stockholders’ equity, and cash flows for each of the years in the three‑yearthree-year period ended December 26, 2017,2023, and the related notes (collectively, the "consolidated financial statements")statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 26, 20172023 and December 27, 2016,2022, and the results of its operations and its cash flows for each of the years in the three‑yearthree-year period ended December 26, 2017,2023, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB")(PCAOB), the Company’s internal control over financial reporting as of December 26, 2017,2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 23, 20182024 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Potential indicators of impairment of long-lived assets

As discussed in Note 2 to the consolidated financial statements, the Company assesses long-lived assets, primarily related to restaurants held and used in the business, including property and equipment and right-of-use assets, for potential impairment whenever events or changes in circumstances indicate that the carrying amount of a restaurant, or asset group, may not be recoverable. Trailing 12-month cash flows under predetermined amounts at the individual restaurant level are the Company’s primary indicator that the carrying amount of a restaurant may not be recoverable. Property and equipment, net of accumulated depreciation, and the operating lease right-of-use assets, net as of December 26, 2023 were $1,474.7 million and $694.0 million, respectively.

We identified the assessment of the Company’s determination of potential indicators of impairment of long-lived assets as a critical audit matter. Subjective auditor judgement was required to evaluate the events or circumstances

F-1

indicating the carrying amount of an asset group may not be recoverable, including the determination of the cash flow thresholds and the utilization of trailing 12-month cash flows to identify a potential impairment trigger.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s long-lived asset impairment process, including controls relating to determination and identification of potential indicators of impairment. We evaluated the Company’s methodology of using trailing 12-month cash flow results under predetermined thresholds at the individual restaurant level as a potential indicator of impairment. Specifically, we evaluated the Company’s assessment of the factors considered, including the cash flows at the individual restaurant level and the cash flow thresholds used in the Company’s analysis. We tested that those restaurants with trailing 12-month cash flows were evaluated for potential impairment triggers, and we compared trailing 12-month cash flows to historical financial data. We also assessed other events and circumstances that could have been indicative of a potential impairment trigger by reviewing management’s development reports and related meeting minutes and the board of directors meeting minutes.

/s/ KPMG LLP

We have served as the Company’s auditor since 1998.

Louisville, Kentucky
February 23, 20182024

F-1


F-2

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors
Texas Roadhouse, Inc.:

Opinion on Internal Control Over Financial Reporting

We have audited Texas Roadhouse, Inc. and subsidiaries’ (the "Company")Company) internal control over financial reporting as of December 26, 2017,2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 26, 2017,2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB")(PCAOB), the consolidated balance sheets of the Company as of December 26, 20172023 and December 27, 2016,2022, the related consolidated statements of income and comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 26, 2017,2023, and the related notes (collectively, the "consolidatedconsolidated financial statements")statements), and our report dated February 23, 20182024 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting appearing under Item 9A.Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

F-2


Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become

F-3

inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ KPMG LLP

Louisville, Kentucky
February 23, 20182024

F-3


F-4

Texas Roadhouse, Inc. and Subsidiaries

Consolidated Balance SheetsSheets

(in thousands, except share and per share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 26,

    

December 27,

 

 

 

2017

 

2016

 

Assets

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

150,918

 

$

112,944

 

Receivables, net of allowance for doubtful accounts of $43 at December 26, 2017 and $33 at December 27, 2016

 

 

76,496

 

 

56,127

 

Inventories, net

 

 

16,306

 

 

16,088

 

Prepaid income taxes

 

 

 

 

954

 

Prepaid expenses

 

 

13,361

 

 

12,150

 

Deferred tax assets, net

 

 

 

 

1,996

 

Total current assets

 

 

257,081

 

 

200,259

 

Property and equipment, net of accumulated depreciation of $527,710 at December 26, 2017 and $457,102 at December 27, 2016

 

 

912,147

 

 

830,054

 

Goodwill

 

 

121,040

 

 

116,571

 

Intangible assets, net of accumulated amortization of $12,675 at December 26, 2017 and $11,753 at December 27, 2016

 

 

2,700

 

 

3,622

 

Other assets

 

 

37,655

 

 

29,465

 

Total assets

 

$

1,330,623

 

$

1,179,971

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Current maturities of long-term debt and obligation under capital lease

 

$

 9

 

$

167

 

Accounts payable

 

 

57,579

 

 

50,789

 

Deferred revenue-gift cards

 

 

156,627

 

 

129,558

 

Accrued wages

 

 

29,678

 

 

26,039

 

Income taxes payable

 

 

2,494

 

 

 

Accrued taxes and licenses

 

 

21,997

 

 

19,698

 

Dividends payable

 

 

14,945

 

 

13,418

 

Other accrued liabilities

 

 

46,669

 

 

39,858

 

Total current liabilities

 

 

329,998

 

 

279,527

 

Long-term debt and obligation under capital lease, excluding current maturities

 

 

51,981

 

 

52,381

 

Stock option and other deposits

 

 

7,699

 

 

7,491

 

Deferred rent

 

 

42,141

 

 

36,103

 

Deferred tax liabilities, net

 

 

5,301

 

 

12,268

 

Other liabilities

 

 

42,112

 

 

33,959

 

Total liabilities

 

 

479,232

 

 

421,729

 

Texas Roadhouse, Inc. and subsidiaries stockholders’ equity:

 

 

 

 

 

 

 

Preferred stock ($0.001 par value, 1,000,000 shares authorized; no shares issued or outstanding)

 

 

 

 

 

Common stock ($0.001 par value, 100,000,000 shares authorized, 71,168,897 and 70,619,737 shares issued and outstanding at December 26, 2017 and December 27, 2016, respectively)

 

 

71

 

 

71

 

Additional paid-in-capital

 

 

236,548

 

 

219,626

 

Retained earnings

 

 

602,499

 

 

530,723

 

Accumulated other comprehensive loss

 

 

(39)

 

 

(194)

 

Total Texas Roadhouse, Inc. and subsidiaries stockholders’ equity

 

 

839,079

 

 

750,226

 

Noncontrolling interests

 

 

12,312

 

 

8,016

 

Total equity

 

 

851,391

 

 

758,242

 

Total liabilities and equity

 

$

1,330,623

 

$

1,179,971

 

    

December 26, 2023

December 27, 2022

 

Assets

Current assets:

Cash and cash equivalents

$

104,246

$

173,861

Receivables, net of allowance for doubtful accounts of $35 at December 26, 2023 and $50 at December 27, 2022

 

175,474

 

150,264

Inventories, net

 

38,320

 

38,015

Prepaid income taxes

 

3,262

 

5,097

Prepaid expenses and other current assets

 

35,172

 

29,604

Total current assets

 

356,474

 

396,841

Property and equipment, net of accumulated depreciation of $1,078,855 at December 26, 2023 and $968,036 at December 27, 2022

 

1,474,722

 

1,270,349

Operating lease right-of-use assets, net

694,014

630,258

Goodwill

 

169,684

 

148,732

Intangible assets, net of accumulated amortization of $20,929 at December 26, 2023 and $17,905 at December 27, 2022

 

3,483

 

5,607

Other assets

 

94,999

 

73,878

Total assets

$

2,793,376

$

2,525,665

Liabilities and Stockholders’ Equity

Current liabilities:

Current portion of operating lease liabilities

$

27,411

$

25,490

Accounts payable

131,638

105,560

Deferred revenue-gift cards

 

373,913

 

335,403

Accrued wages

 

68,062

 

54,544

Income taxes payable

112

434

Accrued taxes and licenses

 

42,758

 

35,264

Other accrued liabilities

 

101,540

 

95,315

Total current liabilities

 

745,434

 

652,010

Operating lease liabilities, net of current portion

743,476

677,874

Long-term debt

 

 

50,000

Restricted stock and other deposits

 

8,893

 

7,979

Deferred tax liabilities, net

 

23,104

 

20,979

Other liabilities

 

114,958

 

89,161

Total liabilities

 

1,635,865

 

1,498,003

Texas Roadhouse, Inc. and subsidiaries stockholders’ equity:

Preferred stock ($0.001 par value, 1,000,000 shares authorized; no shares issued or outstanding)

 

 

Common stock ($0.001 par value, 100,000,000 shares authorized, 66,789,464 and 66,973,311 shares issued and outstanding at December 26, 2023 and December 27, 2022, respectively)

 

67

 

67

Additional paid-in-capital

 

 

13,139

Retained earnings

 

1,141,595

 

999,432

Total Texas Roadhouse, Inc. and subsidiaries stockholders’ equity

 

1,141,662

 

1,012,638

Noncontrolling interests

 

15,849

 

15,024

Total equity

 

1,157,511

 

1,027,662

Total liabilities and equity

$

2,793,376

$

2,525,665

See accompanying notesNotes to Consolidated Financial Statements.

F-4


F-5

Table of Contents

Texas Roadhouse, Inc. and Subsidiaries

Consolidated Statements of Income and Comprehensive IncomeIncome

(in thousands, except per share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal Year Ended

 

 

 

 

December 26,

    

December 27,

    

December 29,

 

 

    

 

2017

 

2016

 

2015

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

Restaurant sales

 

 

$

2,203,017

 

$

1,974,261

 

$

1,791,446

 

Franchise royalties and fees

 

 

 

16,514

 

 

16,453

 

 

15,922

 

Total revenue

 

 

 

2,219,531

 

 

1,990,714

 

 

1,807,368

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

Restaurant operating costs (excluding depreciation and amortization shown separately below):

 

 

 

 

 

 

 

 

 

 

 

Cost of sales

 

 

 

721,550

 

 

669,203

 

 

644,001

 

Labor

 

 

 

687,545

 

 

590,256

 

 

524,203

 

Rent

 

 

 

44,807

 

 

40,580

 

 

37,183

 

Other operating

 

 

 

342,702

 

 

305,290

 

 

275,296

 

Pre-opening

 

 

 

19,274

 

 

19,547

 

 

19,116

 

Depreciation and amortization

 

 

 

93,499

 

 

82,964

 

 

69,694

 

Impairment and closure

 

 

 

654

 

 

179

 

 

974

 

General and administrative

 

 

 

123,294

 

 

110,795

 

 

92,336

 

Total costs and expenses

 

 

 

2,033,325

 

 

1,818,814

 

 

1,662,803

 

Income from operations

 

 

 

186,206

 

 

171,900

 

 

144,565

 

Interest expense, net

 

 

 

1,577

 

 

1,255

 

 

1,959

 

Equity income from investments in unconsolidated affiliates

 

 

 

(1,488)

 

 

(1,111)

 

 

(1,641)

 

Income before taxes

 

 

 

186,117

 

 

171,756

 

 

144,247

 

Provision for income taxes

 

 

 

48,581

 

 

51,183

 

 

42,986

 

Net income including noncontrolling interests

 

 

 

137,536

 

 

120,573

 

 

101,261

 

Less: Net income attributable to noncontrolling interests

 

 

 

6,010

 

 

4,975

 

 

4,367

 

Net income attributable to Texas Roadhouse, Inc. and subsidiaries

 

 

$

131,526

 

$

115,598

 

$

96,894

 

Other comprehensive income (loss), net of tax:

 

 

 

 

 

 

 

 

 

 

 

Unrealized gain on derivatives, net of tax of ($-), ($18) and ($513), respectively

 

 

 

 

 

27

 

 

817

 

Foreign currency translation adjustment, net of tax of ($97),  $70 and $91, respectively

 

 

 

155

 

 

(112)

 

 

(144)

 

Total other comprehensive income (loss), net of tax

 

 

 

155

 

 

(85)

 

 

673

 

Total comprehensive income

 

 

$

131,681

 

$

115,513

 

$

97,567

 

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

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

$

1.85

 

$

1.64

 

$

1.38

 

Diluted

 

 

$

1.84

 

$

1.63

 

$

1.37

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

 

70,989

 

 

70,396

 

 

70,032

 

Diluted

 

 

 

71,527

 

 

71,052

 

 

70,747

 

Cash dividends declared per share

 

 

$

0.84

 

$

0.76

 

$

0.68

 

Fiscal Year Ended

December 26,

    

December 27,

    

December 28,

    

 

2023

2022

2021

Revenue:

Restaurant and other sales

$

4,604,554

$

3,988,791

$

3,439,176

Franchise royalties and fees

27,118

26,128

24,770

Total revenue

 

4,631,672

 

4,014,919

 

3,463,946

Costs and expenses:

Restaurant operating costs (excluding depreciation and amortization shown separately below):

Food and beverage

 

1,593,852

 

1,378,192

 

1,156,628

Labor

 

1,539,124

 

1,319,959

 

1,123,003

Rent

 

72,766

 

66,834

 

60,005

Other operating

 

690,848

 

596,305

 

517,808

Pre-opening

 

29,234

 

21,883

 

24,335

Depreciation and amortization

 

153,202

 

137,237

 

126,761

Impairment and closure, net

 

275

 

1,600

 

734

General and administrative

 

198,382

 

172,712

 

157,480

Total costs and expenses

 

4,277,683

 

3,694,722

 

3,166,754

Income from operations

 

353,989

 

320,197

 

297,192

Interest income (expense), net

 

2,984

 

(124)

 

(3,663)

Equity income (loss) from investments in unconsolidated affiliates

 

1,351

 

1,239

 

(637)

Income before taxes

358,324

321,312

292,892

Income tax expense

 

44,649

 

43,715

 

39,578

Net income including noncontrolling interests

313,675

277,597

253,314

Less: Net income attributable to noncontrolling interests

 

8,799

 

7,779

 

8,020

Net income attributable to Texas Roadhouse, Inc. and subsidiaries

$

304,876

$

269,818

$

245,294

Other comprehensive income, net of tax:

Foreign currency translation adjustment, net of tax of $, $ and
($36), respectively

106

Total comprehensive income

$

304,876

$

269,818

$

245,400

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

Basic

$

4.56

$

3.99

$

3.52

Diluted

$

4.54

$

3.97

$

3.50

Weighted average shares outstanding:

Basic

 

66,893

 

67,643

 

69,709

Diluted

 

67,149

 

67,920

 

70,098

Cash dividends declared per share

$

2.20

$

1.84

$

1.20

See accompanying notesNotes to Consolidated Financial Statements.

F-5


F-6

Table of Contents

Texas Roadhouse, Inc. and Subsidiaries

Consolidated Statements of Stockholders’ EquityEquity

(tabular amounts in thousands, except share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

    

 

 

    

 

 

    

 

 

    

Accumulated

    

Total Texas

    

 

 

    

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

Other

 

Roadhouse, Inc.

 

 

 

 

 

 

 

 

 

 

 

Par

 

Paid-in-

 

Retained

 

Comprehensive

 

and

 

Noncontrolling

 

 

 

 

 

 

Shares

 

Value

 

Capital

 

Earnings

 

Loss

 

Subsidiaries

 

Interests

 

Total

 

Balance, December 30, 2014

 

69,628,781

 

$

70

 

$

189,168

 

$

419,436

 

$

(782)

 

$

607,892

 

$

7,064

 

$

614,956

 

Net income

 

 

 

 

 

 

 

96,894

 

 

 

 

96,894

 

 

4,367

 

 

101,261

 

Other comprehensive income, net

 

 

 

 

 

 

 

 

 

673

 

 

673

 

 

 

 

673

 

Distributions to noncontrolling interest holders

 

 

 

 

 

 

 

 

 

 

 

 

 

(3,911)

 

 

(3,911)

 

Noncontrolling interests liquidation adjustments

 

 

 

 

 

22

 

 

 

 

 

 

22

 

 

 

 

22

 

Dividends declared and paid ($0.51 per share)

 

 

 

 

 

 

 

(35,733)

 

 

 

 

(35,733)

 

 

 

 

(35,733)

 

Dividends declared ($0.17 per share)

 

 

 

 

 

 

 

(11,919)

 

 

 

 

(11,919)

 

 

 

 

(11,919)

 

Shares issued under share-based compensation plans including tax effects

 

1,030,184

 

 

 1

 

 

8,976

 

 

 

 

 

 

8,977

 

 

 

 

8,977

 

Repurchase of shares of common stock

 

(321,789)

 

 

(1)

 

 

(11,396)

 

 

 

 

 

 

(11,397)

 

 

 

 

(11,397)

 

Indirect repurchase of shares for minimum tax withholdings

 

(245,973)

 

 

 

 

(8,572)

 

 

 

 

 

 

(8,572)

 

 

 

 

(8,572)

 

Share-based compensation

 

 

 

 

 

22,825

 

 

 

 

 

 

22,825

 

 

 

 

22,825

 

Balance, December 29, 2015

 

70,091,203

 

$

70

 

$

201,023

 

$

468,678

 

$

(109)

 

$

669,662

 

$

7,520

 

$

677,182

 

Net income

 

 

 

 

 

 

 

115,598

 

 

 

 

115,598

 

 

4,975

 

 

120,573

 

Other comprehensive loss, net

 

 

 

 

 

 

 

 

 

(85)

 

 

(85)

 

 

 

 

(85)

 

Distributions to noncontrolling interest holders

 

 

 

 

 

 

 

 

 

 

 

 

 

(4,479)

 

 

(4,479)

 

Dividends declared and paid ($0.57 per share)

 

 

 

 

 

 

 

(40,135)

 

 

 

 

(40,135)

 

 

 

 

(40,135)

 

Dividends declared ($0.19 per share)

 

 

 

 

 

 

 

(13,418)

 

 

 

 

(13,418)

 

 

 

 

(13,418)

 

Shares issued under share-based compensation plans including tax effects

 

879,042

 

 

 1

 

 

5,958

 

 

 

 

 

 

5,959

 

 

 

 

5,959

 

Repurchase of shares of common stock

 

(114,700)

 

 

 

 

(4,110)

 

 

 

 

 

 

(4,110)

 

 

 

 

(4,110)

 

Indirect repurchase of shares for minimum tax withholdings

 

(235,808)

 

 

 

 

(9,312)

 

 

 

 

 

 

(9,312)

 

 

 

 

(9,312)

 

Share-based compensation

 

 

 

 

 

26,067

 

 

 

 

 

 

26,067

 

 

 

 

26,067

 

Balance, December 27, 2016

 

70,619,737

 

$

71

 

$

219,626

 

$

530,723

 

$

(194)

 

$

750,226

 

$

8,016

 

$

758,242

 

Net income

 

 

 

 

 

 

 

131,526

 

 

 

 

131,526

 

 

6,010

 

 

137,536

 

Other comprehensive income, net

 

 

 

 

 

 

 

 

 

155

 

 

155

 

 

 

 

155

 

Noncontrolling interests contribution

 

 

 

 

 

 

 

 

 

 

 

 

 

3,457

 

 

3,457

 

Distributions to noncontrolling interest holders

 

 

 

 

 

 

 

 

 

 

 

 

 

(5,171)

 

 

(5,171)

 

Dividends declared and paid ($0.63 per share)

 

 

 

 

 

 

 

(44,736)

 

 

 

 

(44,736)

 

 

 

 

(44,736)

 

Dividends declared ($0.21 per share)

 

 

 

 

 

 

 

(14,945)

 

 

 

 

(14,945)

 

 

 

 

(14,945)

 

Shares issued under share-based compensation plans including tax effects

 

800,189

 

 

 1

 

 

1,557

 

 

 

 

 

 

1,558

 

 

 

 

1,558

 

Indirect repurchase of shares for minimum tax withholdings

 

(251,029)

 

 

(1)

 

 

(11,638)

 

 

 

 

 

 

(11,639)

 

 

 

 

(11,639)

 

Cumulative effect of change in accounting principle

 

 

 

 

 

69

 

 

(69)

 

 

 

 

 

 

 

 

 

Share-based compensation

 

 

 

 

 

26,934

 

 

 

 

 

 

26,934

 

 

 

 

26,934

 

Balance, December 26, 2017

 

71,168,897

 

$

71

 

$

236,548

 

$

602,499

 

$

(39)

 

$

839,079

 

$

12,312

 

$

851,391

 

    

Additional

Accumulated

Total Texas

Par

Paid-in-

Retained

Other

Roadhouse, Inc.

Noncontrolling

Shares

Value

Capital

Earnings

Comprehensive Loss

and Subsidiaries

Interests

Total

Balance, December 29, 2020

 

69,561,861

$

70

$

145,626

$

781,915

$

(106)

$

927,505

$

15,546

$

943,051

Net income

 

 

 

 

245,294

 

 

245,294

 

8,020

 

253,314

Other comprehensive income, net of tax

106

106

106

Distributions to noncontrolling interest holders

 

 

 

 

 

 

 

(8,206)

 

(8,206)

Dividends declared ($1.20 per share)

 

 

 

 

(83,658)

 

 

(83,658)

 

 

(83,658)

Shares issued under share-based compensation plans including tax effects

 

595,534

 

 

 

 

 

 

 

Indirect repurchase of shares for minimum tax withholdings

 

(190,045)

 

 

(17,628)

 

 

 

(17,628)

 

 

(17,628)

Repurchase of shares of common stock

(584,932)

(1)

(51,633)

(51,634)

(51,634)

Share-based compensation

 

 

 

38,139

 

 

 

38,139

 

 

38,139

Balance, December 28, 2021

 

69,382,418

$

69

$

114,504

$

943,551

$

$

1,058,124

$

15,360

$

1,073,484

Net income

 

 

 

 

269,818

 

 

269,818

 

7,779

 

277,597

Distributions to noncontrolling interest holders

 

 

 

 

 

 

 

(7,775)

 

(7,775)

Acquisition of noncontrolling interest

(1,395)

(1,395)

(340)

(1,735)

Dividends declared ($1.84 per share)

 

 

 

 

(124,137)

 

 

(124,137)

 

 

(124,137)

Shares issued under share-based compensation plans including tax effects

 

474,771

 

 

 

 

 

 

 

Indirect repurchase of shares for minimum tax withholdings

 

(149,873)

 

 

(13,576)

 

 

 

(13,576)

 

 

(13,576)

Repurchase of shares of common stock

(2,734,005)

(2)

(123,057)

(89,800)

(212,859)

(212,859)

Share-based compensation

 

 

 

36,663

 

 

 

36,663

 

 

36,663

Balance, December 27, 2022

66,973,311

$

67

$

13,139

$

999,432

$

$

1,012,638

$

15,024

$

1,027,662

Net income

 

 

 

 

304,876

 

 

304,876

 

8,799

 

313,675

Distributions to noncontrolling interest holders

 

 

 

 

 

 

 

(7,974)

 

(7,974)

Dividends declared ($2.20 per share)

 

 

 

 

(147,182)

 

 

(147,182)

 

 

(147,182)

Shares issued under share-based compensation plans including tax effects

 

391,793

 

 

 

 

 

 

 

Indirect repurchase of shares for minimum tax withholdings

 

(120,614)

 

 

(12,688)

 

 

 

(12,688)

 

 

(12,688)

Repurchase of shares of common stock, including excise tax

(455,026)

(34,681)

(15,531)

(50,212)

(50,212)

Share-based compensation

 

 

 

34,230

 

 

 

34,230

 

 

34,230

Balance, December 26, 2023

 

66,789,464

$

67

$

$

1,141,595

$

$

1,141,662

$

15,849

$

1,157,511

See accompanying notesNotes to Consolidated Financial Statements.

F-6


F-7

Table of Contents

Texas Roadhouse, Inc. and Subsidiaries

Consolidated Statements of Cash FlowsFlows

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 26,

    

December 27,

    

December 29,

 

 

    

 

2017

 

2016

 

2015

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

 

 

Net income including noncontrolling interests

 

 

$

137,536

 

$

120,573

 

$

101,261

 

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

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

 

93,499

 

 

82,964

 

 

69,694

 

Deferred income taxes

 

 

 

(5,069)

 

 

5,994

 

 

411

 

Loss on disposition of assets

 

 

 

4,961

 

 

5,125

 

 

5,455

 

Impairment and closure costs

 

 

 

600

 

 

139

 

 

974

 

Equity income from investments in unconsolidated affiliates

 

 

 

(1,488)

 

 

(1,111)

 

 

(1,641)

 

Distributions of income received from investments in unconsolidated affiliates

 

 

 

1,424

 

 

1,901

 

 

502

 

Provision for doubtful accounts

 

 

 

10

 

 

27

 

 

(4)

 

Share-based compensation expense

 

 

 

26,934

 

 

26,067

 

 

22,825

 

Changes in operating working capital:

 

 

 

 

 

 

 

 

 

 

 

Receivables

 

 

 

(20,379)

 

 

(10,733)

 

 

(11,395)

 

Inventories

 

 

 

(48)

 

 

(455)

 

 

(1,377)

 

Prepaid expenses

 

 

 

(1,211)

 

 

(855)

 

 

(743)

 

Other assets

 

 

 

(7,401)

 

 

(4,229)

 

 

(2,276)

 

Accounts payable

 

 

 

1,601

 

 

138

 

 

7,611

 

Deferred revenue—gift cards

 

 

 

26,678

 

 

28,284

 

 

21,812

 

Accrued wages

 

 

 

3,639

 

 

(10,194)

 

 

5,858

 

Excess tax benefits from share-based compensation

 

 

 

 

 

(3,291)

 

 

(4,540)

 

Prepaid income taxes and income taxes payable

 

 

 

3,448

 

 

2,300

 

 

2,994

 

Accrued taxes and licenses

 

 

 

2,299

 

 

919

 

 

1,187

 

Other accrued liabilities

 

 

 

5,148

 

 

3,326

 

 

1,991

 

Deferred rent

 

 

 

6,038

 

 

4,610

 

 

4,529

 

Other liabilities

 

 

 

8,154

 

 

5,566

 

 

2,813

 

Net cash provided by operating activities

 

 

 

286,373

 

 

257,065

 

 

227,941

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

 

 

Capital expenditures—property and equipment

 

 

 

(161,628)

 

 

(164,738)

 

 

(173,475)

 

Acquisition of franchise restaurants, net of cash acquired

 

 

 

(16,528)

 

 

 

 

 

Proceeds from sale of property and equipment, including insurance proceeds

 

 

 

 

 

 

 

272

 

Net cash used in investing activities

 

 

 

(178,156)

 

 

(164,738)

 

 

(173,203)

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

 

 

Proceeds from revolving credit facility, net

 

 

 

 

 

25,000

 

 

(25,000)

 

Debt issuance costs

 

 

 

(476)

 

 

 

 

 

Proceeds from financing lease obligation

 

 

 

 

 

 

 

3,000

 

Proceeds from noncontrolling interest contribution

 

 

 

3,457

 

 

 

 

 

Repurchase of shares of common stock

 

 

 

 

 

(4,110)

 

 

(11,397)

 

Distributions to noncontrolling interest holders

 

 

 

(5,171)

 

 

(4,479)

 

 

(3,911)

 

Excess tax benefits from share-based compensation

 

 

 

 

 

3,291

 

 

4,540

 

Proceeds from stock option and other deposits, net

 

 

 

740

 

 

419

 

 

1,422

 

Indirect repurchase of shares for minimum tax withholdings

 

 

 

(11,639)

 

 

(9,312)

 

 

(8,572)

 

Principal payments on long-term debt and capital lease obligation

 

 

 

(558)

 

 

(145)

 

 

(128)

 

Proceeds from exercise of stock options

 

 

 

1,558

 

 

2,673

 

 

4,696

 

Dividends paid to shareholders

 

 

 

(58,154)

 

 

(52,054)

 

 

(46,176)

 

Net cash used in financing activities

 

 

 

(70,243)

 

 

(38,717)

 

 

(81,526)

 

Net increase in cash and cash equivalents

 

 

 

37,974

 

 

53,610

 

 

(26,788)

 

Cash and cash equivalents—beginning of period

 

 

 

112,944

 

 

59,334

 

 

86,122

 

Cash and cash equivalents—end of period

 

 

$

150,918

 

$

112,944

 

$

59,334

 

Supplemental disclosures of cash flow information:

 

 

 

 

 

 

 

 

 

 

 

Interest paid, net of amounts capitalized

 

 

$

1,216

 

$

1,011

 

$

2,321

 

Income taxes paid

 

 

$

50,201

 

$

42,890

 

$

39,581

 

Capital expenditures included in current liabilities

 

 

$

12,156

 

$

2,781

 

$

3,726

 

Obligation under capital lease

 

 

$

 

$

2,000

 

$

 

Fiscal Year Ended

December 26,

    

December 27,

    

December 28,

    

2023

2022

2021

Cash flows from operating activities:

Net income including noncontrolling interests

$

313,675

$

277,597

$

253,314

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

Depreciation and amortization

 

153,202

 

137,237

 

126,761

Deferred income taxes

 

3,115

 

9,456

 

8,896

Loss on disposition of assets

 

3,783

 

5,206

 

3,167

Impairment and closure costs

 

200

 

1,770

 

673

Equity (income) loss from investments in unconsolidated affiliates

 

(1,351)

 

(1,239)

 

637

Distributions of income received from investments in unconsolidated affiliates

 

689

 

1,022

 

1,071

Provision for doubtful accounts

 

(14)

 

33

 

7

Share-based compensation expense

 

34,230

 

36,663

 

38,139

Changes in operating working capital, net of acquisitions:

Receivables

 

(24,420)

 

11,062

 

(62,399)

Inventories

 

105

 

(6,099)

 

(9,231)

Prepaid expenses and other current assets

 

(5,612)

 

(6,540)

 

(2,485)

Other assets

 

(22,617)

 

5,775

 

(13,918)

Accounts payable

 

23,083

 

5,408

 

27,730

Deferred revenue—gift cards

 

37,347

 

33,799

 

67,845

Accrued wages

 

13,518

 

(10,172)

 

12,734

Prepaid income taxes and income taxes payable

 

1,514

 

5,953

 

(8,973)

Accrued taxes and licenses

 

6,581

 

1,889

 

8,624

Other accrued liabilities

 

(3,460)

 

2,147

 

20,352

Operating lease right-of-use assets and lease liabilities

 

6,313

 

5,268

 

5,553

Other liabilities

 

25,103

 

(4,510)

 

(9,671)

Net cash provided by operating activities

 

564,984

 

511,725

 

468,826

Cash flows from investing activities:

Capital expenditures—property and equipment

 

(347,034)

 

(246,121)

 

(200,692)

Acquisition of franchise restaurants, net of cash acquired

(39,153)

(33,069)

Proceeds from sale of investments in unconsolidated affiliates

627

316

Proceeds from sale of property and equipment

 

2,110

 

2,269

 

Proceeds from sale leaseback transactions

16,283

12,871

5,588

Net cash used in investing activities

 

(367,167)

 

(263,734)

 

(195,104)

Cash flows from financing activities:

Payments on revolving credit facility

(50,000)

(50,000)

(140,000)

Debt issuance costs

(708)

Distributions to noncontrolling interest holders

 

(7,974)

 

(7,775)

 

(8,206)

Acquisition of noncontrolling interest

(1,735)

Proceeds from restricted stock and other deposits, net

 

405

 

307

 

602

Indirect repurchase of shares for minimum tax withholdings

 

(12,688)

 

(13,576)

 

(17,628)

Repurchase of shares of common stock

(49,993)

(212,859)

(51,634)

Dividends paid to shareholders

 

(147,182)

 

(124,137)

 

(83,658)

Net cash used in financing activities

 

(267,432)

 

(409,775)

 

(301,232)

Net decrease in cash and cash equivalents

 

(69,615)

 

(161,784)

 

(27,510)

Cash and cash equivalents—beginning of period

 

173,861

 

335,645

 

363,155

Cash and cash equivalents—end of period

$

104,246

$

173,861

$

335,645

Supplemental disclosures of cash flow information:

Interest paid, net of amounts capitalized

$

1,119

$

1,547

$

3,186

Income taxes paid

$

39,861

$

25,910

$

39,789

Capital expenditures included in current liabilities

$

47,550

$

34,689

$

23,087

See accompanying notesNotes to Consolidated Financial Statements.

F-7


F-8

Table of Contents

Texas Roadhouse, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

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

(1) Description of Business

The accompanying Consolidated Financial Statements include the accounts of Texas Roadhouse, Inc. ("TRI"), our wholly‑owned subsidiaries and subsidiaries in which we have a controlling interest (collectively, the "Company," "we," "our" and/or "us") as of December 26, 2017 and December 27, 2016 and for each, is a growing restaurant company operating predominantly in the casual dining segment. Our late founder, W. Kent Taylor, started the business in 1993 with the opening of the yearsfirst Texas Roadhouse restaurant in the three-year period ended December 26, 2017.Clarksville, Indiana.

The Company maintains three restaurant concepts operating as Texas Roadhouse, Bubba’s 33 and Jaggers. As of December 26, 2017,2023, we owned and operated 462635 restaurants and franchised an additional 87106 restaurants in 49 states and seventen foreign countries. Of the 462 company106 franchise restaurants, thatthere were operating at December 26, 2017, 444 were wholly‑owned58 domestic and 18 were majority‑owned.

48 international restaurants. As of December 27, 2016,2022, we owned and operated 431597 restaurants and franchised an additional 86100 restaurants in 49 states and sixten foreign countries. Of the 431 company100 franchise restaurants, that62 were operating at December 27, 2016, 415domestic and 38 were wholly‑owned and 16 were majority-owned.international restaurants.

(2) Summary of Significant Accounting Policies

(a)  Principles of Consolidation

The accompanying consolidated financial statements present the financial position, results of operations and cash flows of the Company and its majority-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

As of December 26, 20172023 and December 27, 2016,2022, we owned a majority interest in 20 company restaurants. The operating results of these majority-owned restaurants are consolidated and the portion of income attributable to noncontrolling interests is reflected in the line item net income attributable to noncontrolling interests in our consolidated statements of income and comprehensive income.

As of December 26, 2023 and December 27, 2022, we owned a 5.0% to 10.0% equity interest in 24  restaurants. Additionally, as of December 26, 201720 and December 27, 2016, we owned a 40% equity interest in four non-Texas Roadhouse23 domestic franchise restaurants, as part of a joint venture agreement with a casual dining restaurant operator in China.  Therespectively. These unconsolidated restaurants are accounted for using the equity method. Our investments in these unconsolidated affiliates are included in Otherother assets in our consolidated balance sheets, and we record our percentage share of net income earned by these unconsolidated affiliates in our consolidated statements of income and comprehensive income under Equityequity income (loss) from investments in unconsolidated affiliates.  All significant intercompany balances and transactions for these unconsolidated restaurants as well as the entities whose accounts have been consolidated have been eliminated.

(b)  Fiscal Year

We utilize a 52 or 53 week accounting period that typically ends on the last Tuesday in December. We utilize a 13 week accounting period for quarterly reporting purposes, except in years containing 53 weeks when the fourth quarter contains 14weeks. Fiscal years 2017, 20162023, 2022 and 20152021 were 52 weeks in length.

Use of Estimates

(c)  We have made a number of estimates and assumptions relating to the reporting of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reporting of revenue and expenses during the period to prepare these consolidated financial statements in conformity with U.S. generally accepted accounting principles ("GAAP"). Significant items subject to such estimates and assumptions include the valuation of property and equipment, goodwill, lease liabilities and right-of-use assets, obligations related to insurance reserves, legal reserves, income taxes and gift card breakage. Actual results could differ from those estimates.

Segment Reporting

Operating segments are defined as components of a company that engage in business activities from which it may earn revenue and incur expenses, and for which separate financial information is available and is regularly reviewed by the chief operating decision maker ("CODM") to assess the performance of the individual segments and make decisions about resources to be allocated to the segments. The Company’s operating segments have been identified in accordance

F-9

Table of Contents

Texas Roadhouse, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

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

with the provisions of Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") ASC 280, Segment Reporting.

We have identified Texas Roadhouse, Bubba’s 33, Jaggers and our retail initiatives as separate operating segments. In addition, we have identified Texas Roadhouse and Bubba’s 33 as reportable segments. For further discussion of segment reporting, refer to Note 19.

Cash and Cash Equivalents

We consider all highly liquid debt instruments with original maturities of three months or less to be cash equivalents. Cash and cash equivalents also includedinclude receivables from credit card companies whichas these balances are highly liquid in nature and are settled within two to three business days. These amounted to $7.2$27.8 million and $8.8$22.0 million at December 26, 20172023 and December 27, 2016, respectively, because the balances are settled within two to three business days.2022, respectively.

(d)  Receivables

Receivables consist principally of amounts due from retail gift card providers, certain franchise restaurants for reimbursement of labor costs, pre‑openingpre-opening and other expenses, and franchise restaurants for royalty fees.

Receivables are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is our best estimate of the amount of probable credit losses in our existing accounts receivable. We determine the allowance based on historical write‑off experience.collection experience, adjusted for current and forecasted economic conditions and other factors such as credit risk or industry trends, and the age of receivables. We review our allowance for doubtful accounts quarterly. Past due balances over 120 days and a specified amount are reviewed individually for collectability. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

F-8


Table of Contents

Texas Roadhouse, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

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

(e)  Inventories

Inventories, consisting principally of food, beverages and supplies, are valued at the lower of cost (first‑in, first‑out)(first-in, first-out) or net realizable value.

(f)  Pre‑opening Expenses

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

(g)  Property and Equipment

Property and equipment are stated at cost.cost less accumulated depreciation. Expenditures for major renewals and betterments are capitalized while expenditures for maintenance and repairs are expensed as incurred. Depreciation is computed on property and equipment, including assets located on leased properties, over the shorter of the estimated useful lives of the related assets or the underlying lease term using the straight‑linestraight-line method. In most cases, assets on leased properties are depreciated over a period of time which includes both the initial term of the lease and one or more option periods. See note 2(p) for further discussion of leases and leasehold improvements.

The estimated useful lives are:

Land improvements

    

10 - 25 years

Buildings and leasehold improvements

 

10 - 25 years

Furniture, fixtures and equipment

 

3 - 10 years

The cost of purchasing transferable liquor licenses through open markets in jurisdictions with a limited number of authorized liquor licenses are capitalized as indefinite-lived assets and included in Property and equipment, net.

RepairsF-10

Table of Contents

Texas Roadhouse, Inc. and maintenance expense amountedSubsidiaries

Notes to $25.8 million, $22.4Consolidated Financial Statements

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

Cloud Computing Arrangements

The Company capitalizes cloud computing implementation costs and amortizes these costs on a straight-line basis over the term of the related service agreement, including renewal periods that are reasonably certain to be exercised. Capitalized cloud computing implementation costs were $3.0 million and $20.6$1.9 million, for the years endednet of accumulated amortization, as of December 26, 2017,2023 and December 27, 2016 and December 29, 2015,2022, respectively. These costs are included in prepaid expenses and other operating costscurrent assets and other assets in our consolidated balance sheets. Related amortization expense was $1.4 million, $1.0 million and $0.2 million for the years ended December 26, 2023, December 27, 2022, and December 28, 2021, respectively, and is included in general and administrative expenses in our consolidated statements of income and comprehensive income.

Leases

(h)  ImpairmentWe recognize operating lease right-of-use assets and operating lease liabilities for real estate leases, including our restaurant leases and Support Center lease, as well as certain restaurant equipment leases based on the present value of Goodwillthe lease payments over the lease term. We estimate the present value based on our incremental borrowing rate which corresponds to the underlying lease term. In addition, operating lease right-of-use assets are reduced for accrued rent and increased for any initial direct costs recognized at lease inception. For real estate and restaurant equipment leases commencing in 2019 and later, we account for lease and non-lease components as a single lease component. Reductions of the right-of-use asset and the changes in the lease liability are included within the changes in operating lease right-of-use assets and lease liabilities in our consolidated statements of cash flows.

Certain of our operating leases contain predetermined fixed escalations of the minimum rent over the lease term. For these leases, we recognize the related total rent expense on a straight-line basis over the lease term. We may receive rent concessions or leasehold improvement incentives upon opening a restaurant that is subject to a lease which we consider when determining straight-line rent expense. We also may receive rent holidays, which would begin on the possession date and end when the store opens, during which no cash rent payments are typically due under the terms of the lease. Rent holidays are included in the lease term when determining straight-line rent expense. In recognizing straight-line rent expense, we record the difference between amounts charged to operations and amounts paid as accrued rent.

Certain of our operating leases contain clauses that provide for additional contingent rent based on a percentage of sales greater than certain specified target amounts. We recognize contingent rent expense as variable rent expense prior to the achievement of the specified target that triggers the contingent rent, provided achievement of the target is considered probable. In addition, certain of our operating leases have variable escalations of the minimum rent that depend on an index or rate. For these leases, we recognize operating lease right-of-use assets and operating lease liabilities based on the index or rate at the commencement date. Any subsequent changes to the index or rate are recognized as variable rent expense when the escalation is determinable.

Sale-leasebacks are transactions through which we sell previously acquired land at fair value and subsequently enter into a lease agreement on the same land. The resulting lease agreement is evaluated to determine classification as an operating or finance lease and is recorded based on the lease classification. Refer to Note 8 for further discussion of leases. 

Goodwill

Goodwill represents the excess of cost over fair value of assets of businesses acquired. In accordance with the provisions of Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC")ASC 350, Intangibles – Intangibles—Goodwill and Other ("("ASC 350"), we perform testsgoodwill is not subject to assess potential impairments at the end of each fiscal yearamortization and is evaluated for impairment on an annual basis, or during the yearsooner if an event or other circumstance indicates that goodwill may be impaired.  OurThe annual assessment date is performed at the reporting unit level, which is at the individual restaurant level.  In the first stepday of the review process, we compare the estimated fair value of the restaurant with its carrying value, including goodwill.  If the estimated fair value of the restaurant exceeds its carrying amount, no further analysis is needed.  If the estimated fair value of the restaurant is less than its carrying amount, the second step of the review process requires the calculation of the implied fair value of the goodwill by allocating the estimated fair value of the restaurant to all of the assets and liabilities of the restaurant as if it had been acquired in a business combination. The residual fair value after this allocation is the implied fair value of the reporting unit goodwill. If the carrying value of the goodwill associated with the restaurant exceeds the implied fair value of the goodwill, an impairment loss is recognized for that excess amount.

The valuation approaches used to determine fair value are subject to key judgments and assumptions that are sensitive to change such as judgments and assumptions about appropriate revenue growth rates, operating margins, weighted average cost of capital and comparable company and acquisition market multiples.  In estimating the fair value using the capitalization of earnings method or discounted cash flows, we consider the period of time the restaurant has been open, the trend of operations over such period and future periods, expectations of future sales growth and terminal

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our fourth quarter. 

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Table of Contents

Texas Roadhouse, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

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

value.  Assumptions about importantASC 350 requires that goodwill be tested for impairment at the reporting unit level, or the level of internal reporting that reflects the way in which an entity manages its businesses. A reporting unit is defined as an operating segment, or one level below an operating segment. Our goodwill reporting units are at the concept level.

As stated in ASC 350, an entity may first assess qualitative factors in order to determine if it is necessary to perform the quantitative test. In 2023, 2022 and 2021, we elected to perform a qualitative assessment for our annual review of goodwill. This review included evaluating factors such as the trend of future operations and sales growth are limited to those that are supportable based upon the plans for the restaurant and actual results at comparable restaurants.  When developing these key judgments and assumptions, we consider economic, operationalmacroeconomic conditions, industry and market conditions that could impact fair value.  The judgmentsconsiderations, cost factors, changes in management or key personnel, sustained decreases in share price and assumptions used are consistent with what we believe hypothetical market participants would use.  However, estimates are inherently uncertain and represent only our reasonable expectations regarding future developments.  If the estimates used in performing the impairment test prove inaccurate, the fair valueoverall financial performance of the restaurants may ultimately prove to be significantly lower, thereby causingCompany’s reporting units at the carrying value to exceed the fair value and indicating impairment has occurred.

In 2017, 2016 and 2015, asconcept level. As a result of our annual goodwillthe qualitative assessment, no indicators of impairment analysis,were identified, and no additional indicators of impairment were identified through the end of the fiscal year that would require additional testing.

In 2023, 2022 and 2021, we determined that there was no goodwill impairment. Refer to note 6Note 7 for additional information related to goodwill and intangible assets.

(i)  Other Assets

Other assets consist primarily of deferred compensation plan assets, investments in unconsolidated affiliates deposits and costs related to the issuance of debt. The debt issuance costs are being amortized to interest expense over the term of the related debt.deposits. For further discussion of the deferred compensation plan, see note 14.refer to Note 15 and Note 16.

(j)  Impairment or Disposal of Long‑livedLong-lived Assets

In accordance with ASC 360-10-05, 360, Property, Plant and Equipment, long-lived assets related to each restaurant to be held and used in the business, such as property and equipment, operating lease right-of-use assets and intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of a restaurant may not be recoverable. For the purposes of this evaluation, we define the asset group at the individual restaurant level. When we evaluate the restaurants, cash flows are the primary indicator of impairment.

Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the restaurant to estimated undiscounted future cash flows expected to be generated by the restaurant. Under our policies, trailing 12-month12-month cash flow results below $300,000under a predetermined amount at the individual restaurant level signals potential impairment. In our evaluation of restaurants that do not meet the cash flow threshold, we estimate future undiscounted cash flows from operating the restaurant over its estimatedremaining useful life, which can be for a period of over 20 years.years. In the estimation of future cash flows, we consider the period of time the restaurant has been open, the trend of operations over such period and future periods and expectations of future sales growth. Assumptions about important factors such as the trend of future operations and sales growth are limited to those that are supportable based upon the plans for the restaurant and actual results at comparable restaurants.

If the carrying amount of the restaurant exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount exceeds the estimated fair value of the assets. We generally measure fair value by independent third party appraisal or discounting estimated future cash flows. When fair value is measured by discounting estimated future cash flows, the assumptions used are consistent with what we believe hypothetical market participants would use. We also use a discount rate that is commensurate with the risk inherent in the projected cash flows. The adjusted carrying amounts of assets to be held and used are depreciated over their remaining useful life. In 2017, 2016 and 2015,Refer to Note 17 for further discussion of amounts recorded as a resultpart of our impairment analysis, we determined that there was no impairment.  For further discussion regarding closures and impairments recorded in 2017, 2016 and 2015 refer to note 15.analysis.

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Table of Contents

Texas Roadhouse, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

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

(k)  Insurance Reserves

We self‑self-insure a significant portion of expected losses under our health, workers’ compensation, general liability, employment practices liability, and property insurance programs. We purchase insurance for individual claims that exceed the retention amounts listed below:

December 26, 2023

December 27, 2022

Employment practices liability ("EPL")

   

$500,000

 

$500,000

EPL Class Action

$2,500,000

$2,500,000

Workers' compensation

$350,000

$350,000

General liability (1)

$2,500,000

$2,500,000

Property

$250,000

$250,000

Employee healthcare

$400,000

$400,000

 

 

 

 

 

 

Employment practices liability/Class Action

    

$
250,000

/

$2,000,000

 

Workers’ compensation

 

$350,000

 

General liability

 

$250,000

 

Employee healthcare

 

$275,000

 

(1)In addition to the retention amount of $2,500,000, we have an additional retention corridor that includes claim costs between $5,000,000 and $10,000,000 related to dram shop statutes.

In addition, we purchase property insurance for claims that exceed $50,000 after an aggregate deductible of $250,000.

We record a liability for unresolved claims and for an estimate of incurred but not reported claims based on estimates provided by management, a third party administrator and/or actuary.historical experience. The estimated liability is based on a number of assumptions and factors regarding economic conditions, the frequency and severity of claims and claim development history and settlement practices. Our assumptions are reviewed, monitored, and adjusted when warranted by changing circumstances.

(l)  Segment ReportingRevenue Recognition

We consider our restaurant and franchising operations as similar and have aggregated them into a single reportable segment. The majority of the restaurants operaterecognize revenue in the U.S. within the casual dining segment of the restaurant industry, providing similar products to similar customers. The restaurants also possess similar pricing structures, resulting in similar long‑term expected financial performance characteristics. As of December 26, 2017, we operated 462 restaurants, each as a single operating segment, and franchised an additional 87 restaurants. accordance with ASC 606, Revenue from externalContracts with Customers, which requires an entity to allocate the transaction price received from customers is derived principallyto each separate and distinct performance obligation and recognize revenue as these performance obligations are satisfied.  We recognize revenue from food and beverage sales. We do not rely on any major customers as a source of revenue.

(m)  Revenue Recognition

Revenue fromcompany restaurant sales is recognized when food and beverage products are sold. DeferredRestaurant sales include gross food and beverage sales, net of promotions and discounts, for all company restaurants. Sales taxes collected from customers and remitted to governmental authorities are accounted for on a net basis and therefore are excluded from restaurant sales in the consolidated statements of income and comprehensive income.

We record deferred revenue primarily represents our liability for gift cards that have been sold but not yet redeemed. When the gift cards are redeemed, we recognize restaurant sales and reduce deferred revenue.

For some of the gift cards that wereare sold we have determined that, based on our historic gift card redemption patterns, the likelihood of redemption is remote. When the likelihood of aFor these gift card's redemption is determined to be remote,cards, we record a breakage adjustment and reduce deferred revenue by the amount never expected to be redeemed. We use historic gift card redemption patterns to determine when the likelihood ofbreakage rate to utilize and recognize the expected breakage amount in a gift card's redemption becomes remote and have determined that approximately 4% of the value of the gift cards sold by our company and our third party retailers will never be redeemed. This breakage adjustment is recordedmanner generally consistent with the historicactual redemption pattern of the associated gift card. As a result,We review the amount of unredeemed gift card liability included in deferred revenue isbreakage rate on an annual basis, or sooner if circumstances indicate that the full value of unredeemedrate may have significantly changed and update the rate accordingly as needed. In addition, we incur fees on all gift cards lessthat are sold through third-party retailers. These fees are also deferred and generally recorded consistent with the amortized portionactual redemption pattern of the breakage rates.  associated gift cards.

We recordalso recognize revenue from our gift card breakage adjustmentfranchising of Texas Roadhouse and Jaggers restaurants. This includes franchise royalties and domestic marketing and advertising fees, initial and upfront franchise fees, domestic and international development agreements and supervisory and administrative service fees. We recognize franchise royalties and domestic marketing and advertising fees as a reduction of other operating expense in our consolidated statements of incomefranchise restaurant sales occur. For initial and comprehensive income.  We reviewupfront franchise fees and adjust our estimatesfees from development agreements, because the services we provide related to these fees do not contain separate and distinct performance obligations from the franchise right, these fees are recognized on a semi-annual basis.

straight-line basis over the term of the associated franchise agreement. We franchise Texas Roadhouse restaurants. We execute franchise agreements for each franchise restaurant which sets out the terms of our arrangement with the franchisee. Our franchise agreements typically require the franchisee to pay an initial, non-refundable feerecognize fees from supervision and continuing fees based upon a percentage of sales. Subject to our approval and payment of a renewal fee, a franchisee may generally renew the franchise agreement upon its expiration. We collect ongoing royalties of generally 4.0% of gross sales from our domestic franchisees, along with royalties paid to us by our international franchisees.  These ongoing royalties are reflected in the accompanying consolidated statements of income

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administrative services as incurred.

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Table of Contents

Texas Roadhouse, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

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

and comprehensive income as franchise royalties and fees. We recognize initial franchise fees as franchise royalties and fees after performing substantially all initial services or conditions required by the franchise agreement, which is generally upon the opening of a restaurant.  We received initial franchise fees of $0.3 million for each of the years ended December 26, 2017, December 27, 2016 and December 29, 2015.  Continuing franchise royalties are recognized as revenue as the fees are earned. We also enter into area development agreements for the development of international Texas Roadhouse restaurants.  Upfront fees from development agreements are deferred and recognized as franchise royalties and fees on a pro-rata basis as restaurants under the development agreement are opened.  We also perform supervisory and administrative services for certain franchise restaurants for which we receive management fees, which are recognized as the services are performed. Revenue from supervisory and administrative services is recorded as a reduction of general and administrative expenses in the accompanying consolidated statements of income and comprehensive income. Total revenue from supervisory and administrative services recorded for the years ended December 26, 2017, December 27, 2016 and December 29, 2015 was approximately $1.2 million, $1.1 million and $1.1 million, respectively.

Sales taxes collected from customers and remitted to governmental authorities are accounted for on a net basis and therefore are excluded from revenue in the consolidated statements of income and comprehensive income.

(n)  Income Taxes

We account for income taxes in accordance with ASC 740, Income Taxes, under which deferred assets and liabilities are recognized based upon anticipated future tax consequences attributable to differences between financial statement carrying values of assets and liabilities and their respective tax bases. We recognize both interest and penalties on unrecognized tax benefits as part of income tax expense. A valuation allowance is established to reduce the carrying value of deferred tax assets if it is considered more likely than not that such assets will not be realized. Any change in the valuation allowance would be charged to income in the period such determination was made. For all years presented, no valuation allowances have been recorded.

(o)  Advertising

We have a domestic system‑system-wide marketing and advertising fund. We maintain control of the marketing and advertising fund and, as such, have consolidated the fund’s activity for all the years ended December 26, 2017, December 27, 2016 and December 29, 2015.presented. Domestic company and franchise restaurants are required to remit a designated portion of sales currently 0.3%, to the advertising fund. These reimbursements do not exceed the costs incurred by the advertising fund throughout the year associated with various marketing programs whichAdvertising contributions related to company restaurants are developed internally by us. Therefore, the net amountrecorded as a component of the advertising costs incurred less amounts remitted byother operating costs. Advertising contributions received from our franchisees are recorded as a component of franchise restaurants is included in generalroyalties and administrative expensefees in our consolidated statements of income and comprehensive income.

Other costs related to local restaurant area marketing initiatives are included in other operating costs in our consolidated statements of income and comprehensive income. These costs and the company-ownedcompany restaurant contribution amounted to approximately  $14.5$28.3 million, $13.3$25.0 million and $11.7$21.1 million for the years ended December 26, 2017,2023, December 27, 20162022, and December 29, 2015,28, 2021, respectively.

Pre-opening Expenses

(p)  Leases and Leasehold Improvements

We lease land and/or buildings for the majority of our restaurants under non‑cancelable lease agreements. Our land and/or building leases typically have initial terms ranging from 10 to 15 years, and certain renewal options for one or more five‑year periods. We account for leases in accordance with ASC 840, Leases, and other related authoritative guidance. When determining the lease term, we include option periods forPre-opening expenses, which failure to renew the lease imposes a penalty on us in such an amount that renewal appears, at the inception of the lease, to be reasonably assured. The primary penalty to which we are subject is the economic detriment associated with the existence of leasehold improvements which might become impaired if we choose not to continue the use of the leased property.

Certain of our operating leases contain predetermined fixed escalations of the minimum rent during the original term of the lease. For these leases, we recognize the related rent expense on a straight‑line basis over the lease term and

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Table of Contents

Texas Roadhouse, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

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

record the difference between the amounts charged to operations and amounts paid as deferred rent. We generally do not receive rent concessions or leasehold improvement incentives uponincurred, consist of expenses incurred before the opening a restaurant that is subject to a lease. We may receive rent holidays, which would begin on the possession date and end when the lease commences, during which no cash rent payments are typically due under the terms of the lease. Rent holidays are included in the lease term when determining straight‑line rent expense.

Additionally, certain of our operating leases contain clauses that provide for additional contingent rent based on a percentage of sales greater than certain specified target amounts. We recognize contingent rent expense prior to the achievement of the specified target that triggers the contingent rent, provided achievement of the target is considered probable. This may result in some variability in rent expense as a percentage of sales over the term of the lease in restaurants where we pay contingent rent.

The judgment regarding the probable term for each restaurant property lease impacts the classification and accounting for a lease as capital or operating, the rent holiday and/or escalation in payments that are taken into consideration when calculating straight‑line rent and the term over which leasehold improvements for each restaurant are amortized. The material factor we consider when making this judgment is the total amount invested in the restaurant at the inception of the lease and whether management believes that renewal appears reasonably assured. While a different term may produce materially different amounts of depreciation, amortization and rent expense than reported, our historical lease renewal rates support the judgments made. We have not made any changes to the nature of the assumptions used to account for leases in any of the fiscal years presented in our consolidated financial statements.

Sale leasebacks are transactions through which assets (such as restaurant properties) are sold and subsequently leased back.  The resulting leases generally qualify and are accounted for as operating leases.  Financing leases are generally the product of a sale leaseback transaction that does not meet the criteria for sale leaseback accounting.  The resultnew or relocated restaurant and consist principally of a financing lease is the retention of the "sold" assets within land, buildingopening team and equipment with a financing lease obligation equal to the amount of proceeds received recorded as a component oftraining team compensation and benefits, travel expenses, rent, food, beverage and other liabilities on our consolidated balance sheets.initial supplies and expenses.

(q)  Use of Estimates

We have made a number of estimates and assumptions relating to the reporting of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reporting of revenue and expenses during the period to prepare these consolidated financial statements in conformity with generally accepted accounting principles in the United States ("GAAP"). Significant items subject to such estimates and assumptions include the carrying amount of property and equipment, goodwill, obligations related to insurance reserves, leases and leasehold improvements, legal reserves, gift card discounts and breakage and income taxes. Actual results could differ from those estimates.

(r)  Comprehensive Income

ASC 220, Income Statement—Reporting Comprehensive Income, establishes standards for reporting and the presentation of comprehensive income and its components in a full set of financial statements. Comprehensive income consists of net income and other comprehensive income (loss) items thatforeign currency translation adjustments which are excluded from net income under GAAP. Other comprehensive income (loss) consists of the effective unrealized portion of changes in fair value of cash flow hedges through January 2016 and foreignForeign currency translation adjustments. The foreign currency translation adjustment included in comprehensive income on the consolidated statements of income and comprehensive income represents the unrealized impact of translating the financial statements of our foreign investment.  This amount is not included in net income and would only be realized upon the disposition of the business.

(s)  Fair Value of Financial Instruments

Fair value is defined as the price that we would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants on the measurement date. We use a three-tier fair value hierarchy based upon

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Table of Contents

Texas Roadhouse, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

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

observable and non-observable inputs that prioritizes the information used to develop our assumptions regarding fair value.  Fair value measurements are separately disclosed by level within the fair value hierarchy. Refer to note 14 for further discussion of fair value measurement.

(t)  Derivative Instruments and Hedging Activities

We do not use derivative instruments for trading purposes. We account for derivatives and hedging activities in accordance with ASC 815, Derivatives and Hedging, which requires that all derivative instruments be recorded on the consolidated balance sheet at their respective fair values.  The accounting for changes in the fair value of a derivative instrument is dependent upon whether the derivative has been designated and qualifies as part of a hedging relationship.  We had two free standing derivative instruments that had been designated and qualified as cash flow hedges. The first interest rate swap agreement expired in November 2015 while the second expired in January 2016. For derivative instruments that are designated and qualify as a cash flow hedge, the effective portion of the gain or loss on the derivative instrument is reported as a component of other comprehensive income (loss) and reclassified into earnings in the same period or periods during which the hedged transactions affect earnings.  There was no hedge ineffectiveness recognized during the years ended December 26, 2017, December 27, 2016 and December 29, 2015.

(3) Acquisitions

On December 28, 2016, we acquired four franchise restaurants in Florida and Georgia.  Pursuant to the terms of the acquisition agreements, we paid a total purchase price of $16.5 million, net of cash acquired.  Two of the acquired restaurants are wholly-owned and the remaining two restaurants are majority-owned.  For the two majority-owned restaurants, we received a noncontrolling interest contribution of $3.5 million.  These acquisitions are consistent with our long-term strategy to increase net income and earnings per share.

These transactions were accounted for using the purchase method as defined in ASC 805, Business Combinations. Based on a purchase price of $16.5 million, $4.5 million of goodwill was generated by the acquisition, which is not amortizable for book purposes, but is deductible for tax purposes.

The purchase price has been allocated as follows:

  The purchase price has been allocated as follows:

 

 

 

 

 

 

 

 

 

 

 

 

    

    

 

 

Current assets

 

 

$

170

 

Property and equipment

 

 

 

12,281

 

Goodwill

 

 

 

4,469

 

Current liabilities

 

 

 

(392)

 

 

 

 

$

16,528

 

Pro forma results of operations and revenue and earnings for the years ended December 26, 2017 and December 27, 2016 have not been presented because the effect of the acquisitions was not material to our consolidated financial position, results of operations or cash flows.

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Table of Contents

Texas Roadhouse, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

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

(4) Long‑term Debt and Obligation Under Capital Lease

Long‑term debt consisted of the following:

 

 

 

 

 

 

 

 

 

    

December 26,

    

December 27,

 

 

 

2017

 

2016

 

Installment loan

 

$

 

$

550

 

Obligation under capital lease

 

 

1,990

 

 

1,998

 

Revolver

 

 

50,000

 

 

50,000

 

 

 

 

51,990

 

 

52,548

 

Less current maturities

 

 

 9

 

 

167

 

 

 

$

51,981

 

$

52,381

 

Maturities of long‑term debt at December 26, 2017 are as follows:

 

 

 

 

 

2018

    

$

 9

 

2019

 

 

11

 

2020

 

 

12

 

2021

 

 

14

 

2022

 

 

50,017

 

Thereafter

 

 

1,927

 

 

 

$

51,990

 

The interest rate for our installment loan outstanding at December 27, 2016 was 10.46%. The installment loan was repaid during the 52 weeks ended December 26, 2017.

During the 52 weeks ended December 27, 2016, we amended an existing lease at one restaurant location to acquire additional square footage.  As a result of this amendment, the lease qualified as a capital lease.

On August 7, 2017, we entered into the Amended and Restated Credit Agreement (the "Amended Credit Agreement") with respect to our revolving credit facility with a syndicate of commercial lenders led by JPMorgan Chase Bank, N.A., PNC Bank, N.A., and Wells Fargo Bank, N.A. The amended revolving credit facility remains an unsecured, revolving credit agreement under which we may borrow up to $200.0 million with the option to increase the amended revolving credit facility by an additional $200.0 million subject to certain limitations.  The Amended Credit Agreement extends the maturity date of our revolving credit facility until August 5, 2022.

The terms of the Amended Credit Agreement require us to pay interest on outstanding borrowings at the London Interbank Offered Rate ("LIBOR") plus a margin of 0.875% to 1.875% and to pay a commitment fee of 0.125% to 0.30% per year on any unused portion of the amended revolving credit facility, in each case depending on our consolidated net leverage ratio, or the Alternate Base Rate, which is the highest of the issuing banks’ prime lending rate, the Federal Reserve Bank of New York rate plus 0.50% or the Adjusted Eurodollar Rate for a one month interest period on such day plus 1.0%. The weighted-average interest rate for the amended revolving credit facility as of December 26, 2017 and December 27, 2016 was 2.37% and 1.57%, respectively. As of December 26, 2017, we had $50.0 million outstanding under the amended revolving credit facility and $142.5 million of availability, net of $7.5 million of outstanding letters of credit.

The lenders’ obligation to extend credit pursuant to the Amended Credit Agreement depends on us maintaining certain financial covenants, including a minimum consolidated fixed charge coverage ratio of 2.00 to 1.00 and a maximum consolidated leverage ratio of 3.00 to 1.00.  The Amended Credit Agreement permits us to incur additional secured or unsecured indebtedness outside the amended revolving credit facility, except for the incurrence of secured indebtedness that in the aggregate is equal to or greater than $125.0 million and 20% of our consolidated tangible net worth.  We were in compliance with all financial covenants as of December 26, 2017.

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Table of Contents

Texas Roadhouse, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

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

(5) Property and Equipment, Net

Property and equipment were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

December 26,

    

December 27,

 

 

 

2017

 

2016

 

Land and improvements

 

$

124,126

 

$

119,338

 

Buildings and leasehold improvements

 

 

757,293

 

 

668,519

 

Furniture, fixtures and equipment

 

 

500,954

 

 

459,127

 

Construction in progress

 

 

47,457

 

 

30,394

 

Liquor licenses

 

 

10,027

 

 

9,778

 

 

 

 

1,439,857

 

 

1,287,156

 

Accumulated depreciation and amortization

 

 

(527,710)

 

 

(457,102)

 

 

 

$

912,147

 

$

830,054

 

The amount of interest capitalized in connection with restaurant construction was approximately $0.4 million for the year ended December 26, 2017, $0.3 million for the year ended December 27, 2016 and $0.7 million for the year ended December 29, 2015.

(6) Goodwill and Intangible Assets

The changes in the carrying amount of goodwill and intangible assets are as follows:

 

 

 

 

 

 

 

    

Goodwill

    

Intangible Assets

 

Balance as of December 29, 2015 (1)

 

116,571

 

4,827

 

Additions

 

 

 

Amortization expense

 

 

(1,205)

 

Disposals and other, net

 

 

 

Impairment

 

 

 

Balance as of December 27, 2016

 

116,571

 

3,622

 

Additions

 

4,469

 

 

Amortization expense

 

 

(922)

 

Disposals and other, net

 

 

 

Impairment

 

 

 

Balance as of December 26, 2017

 

121,040

 

2,700

 


(1)

Net of $4.8 million of accumulated goodwill impairment losses.

Intangible assets consist of reacquired franchise rights. The gross carrying amount and accumulated amortization of the intangible assets at December 26, 2017 were $15.4 million and $12.7 million, respectively. As of December 27, 2016, the gross carrying amount and accumulated amortization of the intangible assets was $15.4 million and $11.8 million. We amortize reacquired franchise rights on a straight-line basis over the remaining term of the franchise operating agreements, which varies by restaurant.  Amortization expense for the next five years is expected to range

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Table of Contents

Texas Roadhouse, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

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

from $0.2 million to $0.7 million. Refer to note 3 for discussion of the acquisition completed on December 28, 2016.

(7) Leases

The following is a schedule of future minimum lease payments required for operating leases that have initial or remaining non-cancellable terms in excess of one year as of December 26, 2017:

 

 

 

 

 

 

    

Operating

 

 

 

Leases

 

2018

 

$

45,911

 

2019

 

 

46,157

 

2020

 

 

45,132

 

2021

 

 

45,514

 

2022

 

 

45,966

 

Thereafter

 

 

621,324

 

Total

 

$

850,004

 

Rent expense for operating leases consisted of the following:

 

 

 

 

 

 

 

 

 

 

 

 

    

December 26, 2017

    

December 27, 2016

    

December 29, 2015

 

Minimum rent—occupancy

 

$

43,621

 

$

39,405

 

$

36,104

 

Contingent rent

 

 

1,186

 

 

1,175

 

 

1,079

 

Rent expense, occupancy

 

 

44,807

 

 

40,580

 

 

37,183

 

Minimum rent—equipment and other

 

 

5,087

 

 

4,379

 

 

3,952

 

Rent expense

 

$

49,894

 

$

44,959

 

$

41,135

 

(8) Income Taxes

Components of our income tax provision for the years ended December 26, 2017, December 27, 2016 and December 29, 2015 are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal Year Ended

 

 

    

December 26, 2017

    

December 27, 2016

    

December 29, 2015

 

Current:

 

 

 

 

 

 

 

 

 

 

Federal

 

$

43,108

 

$

36,201

 

$

33,403

 

State

 

 

10,233

 

 

8,786

 

 

8,821

 

Foreign

 

 

309

 

 

202

 

 

351

 

Total current

 

 

53,650

 

 

45,189

 

 

42,575

 

Deferred:

 

 

 

 

 

 

 

 

 

 

Federal

 

 

(4,830)

 

 

5,364

 

 

274

 

State

 

 

(239)

 

 

630

 

 

137

 

Total deferred

 

 

(5,069)

 

 

5,994

 

 

411

 

Income tax provision

 

$

48,581

 

$

51,183

 

$

42,986

 

Our pre-tax income is substantially derived from domestic restaurants.

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Table of Contents

Texas Roadhouse, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

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

A reconciliation of the statutory federal income tax rate to our effective tax rate for December 26, 2017, December 27, 2016 and December 29, 2015 is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

December 26, 2017

   

December 27, 2016

   

December 29, 2015

 

 

 

 

 

 

 

 

 

 

Tax at statutory federal rate

 

 

35.0

%  

35.0

%  

35.0

%

State and local tax, net of federal benefit

 

 

3.3

 

3.4

 

3.5

 

FICA tip tax credit

 

 

(7.0)

 

(6.8)

 

(7.2)

 

Work opportunity tax credit

 

 

(0.9)

 

(0.8)

 

(0.9)

 

Stock compensation

 

 

(1.8)

 

(0.1)

 

(0.2)

 

Net income attributable to noncontrolling interests

 

 

(1.1)

 

(0.9)

 

(1.0)

 

Tax reform

 

 

(1.7)

 

 

 

Other

 

 

0.3

 

 

0.6

 

Total

 

 

26.1

%  

29.8

%  

29.8

%

Our effective tax rate decreased to 26.1% in 2017 compared to 29.8% in 2016 primarily due to the adoption of Accounting Standards Update 2016-09, Compensation – Stock Compensation and new tax legislation that was enacted in late 2017.    As a result of the new guidance requirements, excess tax benefits and tax deficiencies from share-based compensation are recognized within the income tax provision.  During 2017, we recognized $3.4 million, or $0.05 per share, as an income tax benefit related to the new guidance requirements.    As a result of the new tax legislation, significant tax changes were enacted including a reduction of the federal corporate tax rate from 35.0% to 21.0% and changes in the federal taxes paid on foreign sourced earnings.  These changes are generally effective beginning with our fiscal year 2018.  During 2017, we recognized $3.1 million, or $0.04 per share, as an income tax benefit related to the new tax legislation which includes an income tax benefit of approximately $3.8 million to revalue our deferred tax balances as of the enactment date and an income tax expense of approximately $0.7 million related to our foreign operations.   

During the first quarter of 2017, we adopted ASU 2015-17, Balance Sheet Classification of Deferred Taxes, which required deferred tax assets and liabilities to be classified as noncurrent on our consolidated balance sheets.  We adopted ASU 2015-17 on a prospective basis.

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Table of Contents

Texas Roadhouse, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

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

Components of deferred tax assets (liabilities) are as follows:

 

 

 

 

 

 

 

 

 

    

December 26, 2017

    

December 27, 2016

 

Deferred tax assets:

 

 

 

 

 

 

 

Deferred revenue—gift cards

 

$

10,355

 

$

10,887

 

Insurance reserves

 

 

3,638

 

 

5,049

 

Other reserves

 

 

621

 

 

587

 

Share-based compensation

 

 

6,022

 

 

8,642

 

Deferred rent

 

 

10,338

 

 

13,400

 

Deferred compensation

 

 

6,737

 

 

8,422

 

Other assets

 

 

1,866

 

 

3,261

 

Total deferred tax asset

 

 

39,577

 

 

50,248

 

Deferred tax liabilities:

 

 

 

 

 

 

 

Property and equipment

 

 

(35,430)

 

 

(48,390)

 

Goodwill and intangibles

 

 

(4,697)

 

 

(5,978)

 

Other liabilities

 

 

(4,751)

 

 

(6,152)

 

Total deferred tax liability

 

 

(44,878)

 

 

(60,520)

 

Net deferred tax liability

 

$

(5,301)

 

$

(10,272)

 

Current deferred tax asset

 

$

 

$

1,996

 

Noncurrent deferred tax liability

 

 

(5,301)

 

 

(12,268)

 

Net deferred tax liability

 

$

(5,301)

 

$

(10,272)

 

We have not provided any valuation allowance as we believe the realization of our deferred tax assets is more likely than not.

A reconciliation of the beginning and ending liability for unrecognized tax benefits, all of which would impact the effective tax rate if recognized, is as follows:

 

 

 

 

 

Balance at December 29, 2015

 

$

405

 

Additions to tax positions related to prior years

 

 

23

 

Additions to tax positions related to current year

 

 

274

 

Reductions due to statute expiration

 

 

(4)

 

Reductions due to exam settlements

 

 

(187)

 

Balance at December 27, 2016

 

 

511

 

Additions to tax positions related to prior years

 

 

36

 

Additions to tax positions related to current year

 

 

389

 

Reductions due to statute expiration

 

 

(2)

 

Reductions due to exam settlement

 

 

(128)

 

Balance at December 26, 2017

 

$

806

 

As of December 26, 2017 and December 27, 2016, the total amount of accrued penalties and interest related to uncertain tax provisions was not material.

All entities for which unrecognized tax benefits exist as of December 26, 2017 possess a December tax year-end. As a result, as of December 26, 2017, the tax years ended December 30, 2014, December 29, 2015 and December 27, 2016 remain subject to examination by all tax jurisdictions. As of December 26, 2017, no audits were in process by a tax jurisdiction that, if completed during the next twelve months, would be expected to result in a material change to our unrecognized tax benefits. Additionally, as of December 26, 2017, no event occurred that is likely to result in a significant increase or decrease in the unrecognized tax benefits through December 25, 2018.

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Table of Contents

Texas Roadhouse, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

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

(9) Preferred Stock

Our Board of Directors is authorized, without further vote or action by the holders of common stock, to issue from time to time up to an aggregate of 1,000,000 shares of preferred stock in one or more series. Each series of preferred stock will have the number of shares, designations, preferences, voting powers, qualifications and special or relative rights or privileges as shall be determined by the Board of Directors, which may include, but are not limited to, dividend rights, voting rights, redemption and sinking fund provisions, liquidation preferences, conversion rights and preemptive rights. There were no shares of preferred stock outstanding at December 26, 2017 and December 27, 2016.

(10) Stockholders’ Equity

On May 22, 2014, our Board of Directors approved a stock repurchase program under which we may repurchase up to $100.0 million of our common stock.  This stock repurchase program has no expiration date and replaced a previous stock repurchase program which was approved on February 16, 2012.  All repurchases to date under our stock repurchase program have been made through open market transactions.  The timing and the amount of any repurchases will be determined by management under parameters established by our Board of Directors, based on an evaluation of our stock price, market conditions and other corporate considerations.

We did not repurchase any shares of common stock during the year ended December 26, 2017.  As of December 26, 2017, we had approximately $69.9 million remaining under our authorized stock repurchase program.  For the years ended December 27, 2016 and December 29, 2015, we paid approximately $4.1 million and $11.4 million to repurchase 114,700 and 321,789 shares of our common stock, respectively.

(11) Earnings Per Share

The share and net income per share data for all periods presented are based on the historical weighted‑average shares outstanding. The diluted earnings per share calculations show the effect of the weighted‑average RSUs outstanding and certain performance stock units ("PSUs") from our equity incentive plans as discussed in note 13.

The following table summarizes the nonvested stock that was outstanding but not included in the computation of diluted earnings per share because their inclusion would have had an anti-dilutive effect:

 

 

 

 

 

 

 

 

 

 

Fiscal Year Ended

 

 

 

2017

 

2016

 

2015

 

Nonvested stock

 

2,082

 

 2

 

1,243

 

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Table of Contents

Texas Roadhouse, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

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

PSUs are not included in the diluted earnings per share calculation until the performance-based criteria have been met. See note 13 for further discussion of PSUs.

The following table sets forth the calculation of earnings per share and weighted average shares outstanding (in thousands) as presented in the accompanying consolidated statements of income and comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

December 26,

    

December 27,

    

December 29,

 

 

 

2017

 

2016

 

2015

 

Net income attributable to Texas Roadhouse, Inc. and subsidiaries

 

$

131,526

 

$

115,598

 

$

96,894

 

Basic EPS:

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding

 

 

70,989

 

 

70,396

 

 

70,032

 

Basic EPS

 

$

1.85

 

$

1.64

 

$

1.38

 

Diluted EPS:

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding

 

 

70,989

 

 

70,396

 

 

70,032

 

Dilutive effect of nonvested stock

 

 

538

 

 

656

 

 

715

 

Shares-diluted

 

 

71,527

 

 

71,052

 

 

70,747

 

Diluted EPS

 

$

1.84

 

$

1.63

 

$

1.37

 

(12) Commitments and Contingencies

The estimated cost of completing capital project commitments at December 26, 2017 and December 27, 2016 was approximately $150.0 million and $157.5 million, respectively.

As of December 26, 2017 and December 27, 2016, we are contingently liable for $15.6 million and $16.4 million, respectively, for seven leases listed in the table below.  These amounts represent the maximum potential liability of future payments under the guarantees.  In the event of default, the indemnity and default clauses in our assignment agreements govern our ability to pursue and recover damages incurred.  No material liabilities have been recorded as of December 26, 2017 as the likelihood of default was deemed to be less than probable and the fair value of the guarantees is not considered significant.

Lease
Assignment Date

Current Lease
Term Expiration

Everett, Massachusetts (1)(2)

September 2002

February 2023

Longmont, Colorado (1)

October 2003

May 2019

Montgomeryville, Pennsylvania (1)

October 2004

March 2021

Fargo, North Dakota (1)(2)

February 2006

July 2021

Logan, Utah (1)

January 2009

August 2019

Irving, Texas (3)

December 2013

December 2019

Louisville, Kentucky (3)(4)

December 2013

November 2023


(1)

Real estate lease agreements for restaurant locations which we entered into before granting franchise rights to those restaurants.  We have subsequently assigned the leases to the franchisees, but remain contingently liable, under the terms of the lease, if the franchisee defaults.

(2)

As discussed in note 18, these restaurants are owned, in whole or part, by certain officers, directors and 5% shareholders of the Company.

(3)

Leases associated with restaurants which were sold.  The leases were assigned to the acquirer, but we remain contingently liable under the terms of the lease if the acquirer defaults.

(4)

We may be released from liability after the initial contractual lease term expiration contingent upon certain conditions being met by the acquirer.

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Table of Contents

Texas Roadhouse, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

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

During the year ended December 26, 2017, we bought most of our beef from three suppliers. Although there are a limited number of beef suppliers, we believe that other suppliers could provide a similar product on comparable terms. A change in suppliers, however, could cause supply shortages, higher costs to secure adequate supplies and a possible loss of sales, which would affect operating results adversely. We have no material minimum purchase commitments with our vendors that extend beyond a year.

We and the U.S. Equal Employment Opportunity Commission entered into a consent decree dated March 31, 2017 (the "Consent Decree") to settle the lawsuit styled Equal Employment Opportunity Commission v. Texas Roadhouse, Inc., Texas Roadhouse Holdings LLC and Texas Roadhouse Management Corp. in the United States District Court, District of Massachusetts, Civil Action Number 1:11-cv-11732 (the "Lawsuit").  The Consent Decree resolves the issues litigated in the Lawsuit.  Under the Consent Decree, among other terms, we have established a fund of $12.0 million, from which awards of monetary relief, allocated as wages for tax purposes, may be made to eligible claimants in accordance with procedures set forth in the Consent Decree.  We recorded a pre-tax charge of $14.9 million ($9.2 million after-tax) related to the Lawsuit and Consent Decree.  The pre-tax charge includes $12.6 million of costs associated with the legal settlement and $2.3 million of legal fees associated with the defense of the case during the 13 weeks ended March 28, 2017.  The pre-tax charge was recorded in general and administrative expense in our consolidated statements of income and comprehensive income. 

On July 15, 2016, the Florida Circuit Court in Palm Beach County approved a settlement agreement styled Andrew Lovett and Semaj Miller, individually and on behalf of others, v. Texas Roadhouse Management Corp. (Case no. 50-2016-CA-007714-MB-AO) resolving alleged violations of the Fair Labor Standards Act asserted on behalf of a purported nationwide class of current and former employees in exchange for a settlement payment not to exceed $9.5 million.  For the 52 weeks ended December 27, 2016, we recorded a charge of $7.3 million ($4.5 million after-tax) to cover the costs of the settlement including payments to opt-in members and class attorneys, as well as related settlement administration costs.  The pre-tax charge was recorded in general and administrative expenses in our consolidated statements of income and comprehensive income. 

Occasionally, we are a defendant in litigation arising in the ordinary course of business, including "slip and fall" accidents, employment related claims, claims related to our service of alcohol, and claims from guests or employees alleging illness, injury or food quality, health or operational concerns. In the opinion of management, the ultimate disposition of these matters, most of which are covered by insurance, will not have a material effect on our consolidated financial position, results of operations or cash flows.

(13) Share‑based Compensation

On May 16, 2013, our stockholders approved the Texas Roadhouse, Inc. 2013 Long-Term Incentive Plan (the "Plan"). The Plan provides for the granting of incentive and non-qualified stock options to purchase shares of common stock, stock appreciation rights, and full value awards, including restricted stock, restricted stock units ("RSUs"), deferred stock units, performance stock and performance stock units ("PSUs"). This plan replaced the Texas Roadhouse, Inc. 2004 Equity Incentive Plan.

The following table summarizes the share‑based compensation recorded in the accompanying consolidated statements of income and comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal Year Ended

 

 

 

December 26,

    

December 27,

    

December 29,

 

 

 

2017

 

2016

 

2015

 

Labor expense

 

$

7,171

 

$

6,124

 

$

5,329

 

General and administrative expense

 

 

19,763

 

 

19,943

 

 

17,496

 

Total share-based compensation expense

 

$

26,934

 

$

26,067

 

$

22,825

 

Effective December 28, 2016, we adopted Accounting Standards Update No. 2016-09, Compensation – Stock Compensation ("ASU 2016-09") which amends and simplifies the accounting for stock compensation.  As a result of the

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Table of Contents

Texas Roadhouse, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

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

adoption of ASU 2016-09, we made a change in our accounting for forfeitures to record as they occur and, as a result, we recorded a $0.1 million cumulative-effect reduction to retained earnings under the modified retrospective approach.  We elected prospective transition for the requirement to classify excess tax benefits as an operating activity in the consolidated statement of cash flows.  No prior periods have been adjusted.  Additionally, as a result of the new guidance requirements, on a prospective basis, all excess tax benefits and tax deficiencies are recognized within the income tax provision in the consolidated statements of income and comprehensive income in the period in which the restricted shares vest or options are exercised.  See note 8 for further discussion.

Beginning in 2008, we changed the method by which we provide share-based compensation to our employees by granting RSUs as a form of share-based compensation. Prior to 2008, we issued stock options as share-based compensation to our employees. Beginning in 2015, we began granting PSUs to two of our executives.  An RSU is the conditional right to receive one share of common stock upon satisfaction of the vesting requirement.  A PSU is the conditional right to receive one share of common stock upon meeting a performance obligation along with the satisfaction of the vesting requirement. In 2017, all remaining unexercised stock options expired leaving only RSUs and PSUs outstanding. Share‑based compensation activity by type of grant as of December 26, 2017 and changes during the period then ended are presented below.

Summary Details for RSUs

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

    

Weighted-Average

    

Weighted-Average

    

 

 

 

 

 

 

 

Grant Date Fair

 

Remaining Contractual

 

Aggregate

 

 

 

Shares

 

Value

 

Term (years)

 

Intrinsic Value

 

Outstanding at December 27, 2016

 

919,463

 

$

37.06

 

 

 

 

 

 

Granted

 

577,644

 

 

48.76

 

 

 

 

 

 

Forfeited

 

(50,401)

 

 

38.09

 

 

 

 

 

 

Vested

 

(496,715)

 

 

38.01

 

 

 

 

 

 

Outstanding at December 26, 2017

 

949,991

 

$

43.62

 

1.4

 

$

51,402

 

As of December 26, 2017, with respect to unvested RSUs, there was $23.2 million of unrecognized compensation cost that is expected to be recognized over a weighted-average period of 1.4 years.  The vesting terms of the RSUs range from approximately 1.0 to 5.0 years.  The total intrinsic value of RSUs vested during the years ended December 26, 2017, December 27, 2016 and December 29, 2015 was $23.4 million, $21.5 million and $25.1 million, respectively.  The excess tax benefit associated with vested RSUs for the year ended December 26, 2017 was $1.6 million which was recognized in the income tax provision.  The excess tax benefit associated with vested RSUs for the years ended December 27, 2016 and December 29, 2015 was $1.5 million and $2.8 million, respectively, which was recorded in additional paid-in-capital in the consolidated balance sheets.

F-23


Table of Contents

Texas Roadhouse, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

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

Summary Details for PSUs

 

 

 

 

 

 

 

 

 

 

 

 

    

 

    

Weighted-Average

    

Weighted-Average

    

 

 

 

 

 

 

Grant Date Fair

 

Remaining Contractual

 

Aggregate

 

 

Shares

 

Value

 

Term (years)

 

Intrinsic Value

Outstanding at December 27, 2016

 

230,000

 

$

37.00

 

 

 

 

 

Granted

 

90,000

 

 

54.18

 

 

 

 

 

Incremental Performance Shares (1)

 

73,237

 

 

34.11

 

 

 

 

 

Forfeited

 

 

 

 

 

 

 

 

Vested

 

(188,237)

 

 

34.11

 

 

 

 

 

Outstanding at December 26, 2017

 

205,000

 

$

46.16

 

1.0

 

$

11,086


(1)

Additional shares from the November 2015 PSU grant that vested in January 2017 due to exceeding the initial 100% target.

Beginning in 2015, we granted PSUs to two of our executives subject to a one-year vesting and the achievement of certain earnings targets, which determine the number of units to vest at the end of the vesting period.  Share-based compensation is recognized for the number of units expected to vest at the end of the period and is expensed beginning on the grant date and through the performance period.  For each grant, PSUs vest after meeting the performance and service conditions.  The total intrinsic value of PSUs vested during the years ended December 26, 2017 and December 27, 2016 was $8.6 million and $5.0 million, respectively.

On January 8, 2018, 155,576 shares vested related to the November 2016 PSU grant and are expected to be distributed during the 13 weeks ending March 27, 2018. This included 115,000 granted shares and 40,576 incremental shares due to the grant exceeding the initial 100% target.  As of December 26, 2017, with respect to unvested PSUs, there was $5.1 million of unrecognized compensation cost that is expected to be recognized over a weighted-average period of 1.0 year.  The excess tax benefit associated with vested PSUs for the year ended December 26, 2017 was $0.8 million which was recognized within the income tax provision.

Summary Details for Stock Options

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

    

Weighted-

    

Weighted-Average

    

 

 

 

 

 

 

 

 

Average Exercise

 

Remaining Contractual

 

 

Aggregate

 

 

 

Shares

 

Price

 

Term (years)

 

 

Intrinsic Value

 

Outstanding at December 27, 2016

 

118,073

 

$

13.57

 

 

 

 

 

 

 

Granted

 

 

 

 

 

 

 

 

 

 

Cancelled/Expired

 

(2,836)

 

 

15.47

 

 

 

 

 

 

 

Exercised

 

(115,237)

 

 

13.52

 

 

 

 

 

 

 

Outstanding at December 26, 2017

 

 

$

 

 

 

$

 

Exercisable at December 26, 2017

 

 

$

 

 

 

$

 

No stock options were granted or vested during the fiscal years ended December 26, 2017, December 27, 2016 and December 29, 2015.  The total intrinsic value of options exercised during the years ended December 26, 2017, December 27, 2016 and December 29, 2015 was $4.0 million, $6.3 million and $6.5 million, respectively.  

For the years ended December 26, 2017, December 27, 2016 and December 29, 2015, cash received before tax withholdings from options exercised was $1.6 million, $2.7 million and $4.7 million, respectively.   The excess tax benefit associated with options exercised for the year ended December 26, 2017 was $1.0 million which was recognized within the income tax provision.  The excess tax benefit for the years ended December  27, 2016 and December 29, 2015 was $1.8 million and $1.7 million, respectively, which was recorded in additional paid-in-capital in the consolidated balance sheets.

F-24


Table of Contents

Texas Roadhouse, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

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

(14) 820, Fair Value Measurement

ASC 820, Fair Value Measurements and Disclosures ("ASC 820"), establishes a framework for measuring fair value and expands disclosures about fair value measurements. ASC 820 establishesThis includes a three‑levelthree-level hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable

F-14

Table of Contents

Texas Roadhouse, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

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

inputs in measuring fair value. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability on the measurement date.

Level 1

Inputs based on quoted prices in active markets for identical assets.

Level 2

Inputs other than quoted prices included within Level 1 that are observable for the assets, either directly or indirectly.

Level 3

Inputs that are unobservable for the asset.

There were no transfers among levelsFair value measurements are separately disclosed by level within the fair value hierarchyhierarchy. Refer to Note 16 for further discussion of fair value measurement.

Recently Adopted Accounting Pronouncements

In March 2020, the FASB issued Accounting Standards Update ("ASU") 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides temporary optional expedients and exceptions to the current guidance on contract modifications and hedge accounting. These changes are intended to simplify the market transition from the London Interbank Offered Rate ("LIBOR") and other interbank offered rates to alternative reference rates. In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, which defers the sunset date of Topic 848 from December 31, 2022 to December 31, 2024. We adopted this guidance during the 2023 fiscal year and the adoption did not have an impact on our consolidated financial statements.

Recently Issued Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosure. This ASUprimarily provides enhanced disclosures about significant segment expenses including requiring segment disclosures to include a description of other segment items by reportable segment and any additional measures of a segment’s profit or loss used by the CODM when deciding how to allocate resources. The ASU also requires all annual disclosures currently required by Topic 280 to be included in interim periods as well as the title of the CODM and an explanation of how the CODM uses the reported measure of segment profit or loss in assessing performance and allocating resources. The amendments in this update are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. We are currently assessing the impact of this new standard on our segment reporting disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU primarily provides enhanced disclosures about an entity’s income tax including requiring consistent categories and greater disaggregation of the information included in the rate reconciliation and income taxes paid disaggregated by jurisdiction. The amendments in this update are effective for fiscal years beginning after December 15, 2024, and interim periods within fiscal years beginning after December 15, 2025. We are currently assessing the impact of this new standard on our income tax disclosures.

(3)Revenue

The following table disaggregates our revenue by major source:

Fiscal Year Ended

December 26, 2023

December 27, 2022

December 28, 2021

Restaurant and other sales

$

4,604,554

$

3,988,791

$

3,439,176

Franchise royalties

24,169

23,058

21,770

Franchise fees

2,949

3,070

3,000

Total revenue

$

4,631,672

$

4,014,919

$

3,463,946

F-15

Table of Contents

Texas Roadhouse, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

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

The following table presents a rollforward of deferred revenue-gift cards:

Fiscal Year Ended

December 26, 2023

December 27, 2022

Beginning balance

$

335,403

$

300,657

Gift card activations, net of third-party fees

420,047

366,606

Gift card redemptions and breakage

(381,537)

(331,860)

Ending balance

373,913

335,403

We recognized restaurant sales of $209.2 million for the year ended December 26, 2017.2023 related to amounts in deferred revenue as of December 27, 2022. We recognized restaurant sales of $190.5 million for the year ended December 27, 2022 related to amounts in deferred revenue as of December 28, 2021.

(4) Acquisitions

On December 28, 2022, the first day of the 2023 fiscal year, we completed the acquisition of eight franchise Texas Roadhouse restaurants located in Maryland and Delaware, including four in which we previously held a 5.0% equity interest. Pursuant to the terms of the acquisition agreements, we paid a total purchase price of $39.1 million, net of cash acquired, for 100% of the entities. The transactions in which we held an equity interest were accounted for as step acquisitions and we recorded a gain of $0.6 million on our previous investments in equity income from investments in unconsolidated affiliates in the consolidated statements of income and comprehensive income.

These transactions were accounted for using the acquisition method as defined in ASC 805, Business Combinations. These acquisitions are consistent with our long-term strategy to increase net income and earnings per share.

The following table presentssummarizes the consideration paid for these acquisitions and the estimated preliminary fair value of the assets acquired and the liabilities assumed at the acquisition date, which are adjusted for measurement-period adjustments through December 26, 2023.

Inventory

$

410

Other assets

293

Property and equipment

 

17,763

Operating lease right-of-use assets

4,775

Goodwill

 

20,067

Intangible assets

 

1,700

Deferred revenue-gift cards

(1,164)

Current portion of operating lease liabilities

 

(110)

Operating lease liabilities, net of current portion

(4,665)

$

39,069

The aggregate purchase price is preliminary as we are finalizing working capital adjustments. Intangible assets represent reacquired franchise rights which are being amortized over a weighted-average useful life of 2.2 years. We expect all of the goodwill will be deductible for tax purposes and believe the resulting amount of goodwill reflects the benefit of sales and unit growth opportunities as well as the benefit of the assembled workforce of the acquired restaurants.

Pro forma financial detail and operating results for the year ended December 26, 2023 have not been presented as the results of the acquired restaurants are not material to our consolidated financial position, results of operations or cash flows.

F-16

Table of Contents

Texas Roadhouse, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

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

On March 30, 2022, we completed the acquisition of one franchise Texas Roadhouse restaurant located in Nebraska in which we previously held a 5.49% equity interest. Pursuant to the terms of the acquisition agreement, we paid a total purchase price of $6.6 million, net of cash acquired, for 100% of the entity. The transaction was accounted for as a step acquisition and we recorded a gain of $0.3 million on our previous investment in equity income from investments in unconsolidated affiliates in the consolidated statements of income and comprehensive income.

On December 29, 2021, the first day of the 2022 fiscal year, we completed the acquisition of seven franchise Texas Roadhouse restaurants located in South Carolina and Georgia. Pursuant to the terms of the acquisition agreements, we paid a total purchase price of $26.5 million, net of cash acquired.

These acquisitions are consistent with our long-term strategy to increase net income and earnings per share. The transactions were accounted for using the acquisition method as defined in ASC 805, Business Combinations.

The following table summarizes the consideration paid for these acquisitions and the estimated fair value of the assets acquired and the liabilities assumed at the acquisition date, which are adjusted for final measurement-period adjustments.

Inventory

$

321

Other assets

222

Property and equipment

4,841

Operating lease right-of-use assets

1,221

Goodwill

22,616

Intangible assets

6,100

Deferred revenue-gift cards

(947)

Current portion of operating lease liabilities

(47)

Operating lease liabilities, net of current portion

(1,174)

$

33,153

Intangible assets represent reacquired franchise rights which are being amortized over a weighted-average useful life of 3.4 years. We expect all of the goodwill will be deductible for tax purposes and believe the resulting amount of goodwill reflects the benefit of sales and unit growth opportunities as well as the benefit of the assembled workforce of the acquired restaurants.

Pro forma financial detail and operating results for the year ended December 27, 2022 have not been presented as the results of the acquired restaurants are not material to our consolidated financial position, results of operations or cash flows.

(5) Long-term Debt

We maintain a revolving credit facility (the "credit facility") with a syndicate of commercial lenders led by JPMorgan Chase Bank, N.A. and PNC Bank, N.A. The credit facility is an unsecured, revolving credit agreement and has a borrowing capacity of up to $300.0 million with the option to increase by an additional $200.0 million subject to certain limitations, including approval by the syndicate of lenders. The credit facility has a maturity date of May 1, 2026.

On May 19, 2023, we amended the credit facility to provide for the transition from LIBOR to the Secured Overnight Financing Rate ("SOFR") as the benchmark rate for purposes of calculating interest on outstanding borrowings. Pursuant to the amendment, we are required to pay interest on outstanding borrowings at the Term SOFR, plus a fixed adjustment of 0.10% and a variable adjustment of 0.875% to 1.875% depending on our leverage ratio. At the time of transition to the Term SOFR, we had no outstanding borrowings under the credit facility.

F-17

Table of Contents

Texas Roadhouse, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

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

As of December 26, 2023, we had no outstanding balance on the credit facility and had $295.3 million of availability, net of $4.7 million of outstanding letters of credit. As of December 27, 2022, we had $50.0 million outstanding on the credit facility, which was repaid in 2023, and $233.5 million of availability, net of $16.5 million of outstanding letters of credit. The outstanding amount as of December 27, 2022 is included as long-term debt on our consolidated balance sheet.

The interest rate for the credit facility as of December 26, 2023 and December 27, 2022 was 6.23% and 5.21%, respectively.

The lenders’ obligation to extend credit pursuant to the credit facility depends on us maintaining certain financial covenants, including a minimum consolidated fixed charge coverage ratio and a maximum consolidated leverage ratio. The credit facility permits us to incur additional secured or unsecured indebtedness, except for the incurrence of secured indebtedness that in the aggregate is equal to or greater than $125.0 million and 20% of our consolidated tangible net worth. We were in compliance with all financial covenants as of December 26, 2023 and December 27, 2022.

(6) Property and Equipment, Net

Property and equipment were as follows:

    

December 26,

    

December 27,

2023

2022

Land and improvements

$

165,919

$

148,220

Buildings and leasehold improvements

 

1,369,400

 

1,206,930

Furniture, fixtures and equipment

 

908,489

 

797,058

Construction in progress

 

93,527

 

73,639

Liquor licenses

 

16,242

 

12,538

 

2,553,577

 

2,238,385

Accumulated depreciation and amortization

 

(1,078,855)

 

(968,036)

$

1,474,722

$

1,270,349

For the years ended December 26, 2023, December 27, 2022 and December 28, 2021, the amount of interest capitalized in connection with restaurant construction was $0.5 million, $1.3 million and $0.2 million, respectively.

(7) Goodwill and Intangible Assets

All of our goodwill and intangible assets reside within the Texas Roadhouse reportable segment. The gross carrying amounts of goodwill and intangible assets were as follows:

Goodwill

Intangible Assets

Balance as of December 28, 2021

$

127,001

$

1,520

Additions

21,731

6,900

Amortization expense

(2,813)

Balance as of December 27, 2022

$

148,732

$

5,607

Additions

20,952

900

Amortization expense

(3,024)

Balance as of December 26, 2023

$

169,684

$

3,483

Intangible assets consist of reacquired franchise rights. The gross carrying amount and accumulated amortization of the intangible assets at December 26, 2023 were $24.4 million and $20.9 million, respectively. As of December 27, 2022, the gross carrying amount and accumulated amortization of the intangible assets were $23.5 million and $17.9

F-18

Table of Contents

Texas Roadhouse, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

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

million, respectively. We amortize reacquired franchise rights on a straight-line basis over the remaining term of the franchise operating agreements, which varies by franchise agreement. Amortization expense for the next four years is expected to range from zero to $2.2 million. Refer to Note 4 for discussion of the acquisitions completed for the years ended December 26, 2023 and December 27, 2022.

(8) Leases

We recognize right-of-use assets and lease liabilities for both real estate and equipment leases that have a term in excess of one year. As of December 26, 2023 and December 27, 2022, these amounts were as follows:

December 26, 2023

Real estate

Equipment

Total

Operating lease right-of-use assets

$

686,271

$

7,743

$

694,014

Current portion of operating lease liabilities

25,812

1,599

27,411

Operating lease liabilities, net of current portion

740,446

3,030

743,476

Total operating lease liabilities

$

766,258

$

4,629

$

770,887

December 27, 2022

Real estate

Equipment

Total

Operating lease right-of-use assets

$

625,164

$

5,094

$

630,258

Current portion of operating lease liabilities

23,803

1,687

25,490

Operating lease liabilities, net of current portion

674,468

3,406

677,874

Total operating lease liabilities

$

698,271

$

5,093

$

703,364

F-19

Table of Contents

Texas Roadhouse, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

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

Information related to our real estate operating leases for the fiscal years ended December 26, 2023 and December 27, 2022 were as follows:

Fiscal Year Ended

Real estate costs

December 26, 2023

December 27, 2022

Operating lease

$

75,068

$

68,742

Variable lease

5,079

4,393

Total lease costs

$

80,147

$

73,135

Real estate lease liabilities maturity analysis

December 26, 2023

2024

$

73,511

2025

72,379

2026

72,279

2027

72,690

2028

73,328

Thereafter

968,299

Total

$

1,332,486

Less interest

566,228

Total discounted operating lease liabilities

$

766,258

Fiscal Year Ended

Real estate leases other information

December 26, 2023

December 27, 2022

Cash paid for amounts included in measurement of operating lease liabilities

$

68,755

$

63,269

Right-of-use assets obtained in exchange for new operating lease liabilities

$

83,310

$

54,666

Weighted-average remaining lease term (years)

17.71

17.57

Weighted-average discount rate

6.49

%

6.34

%

Operating lease payments exclude $39.2 million of future minimum lease payments for executed real estate leases of which we have not yet taken possession. In addition to the above operating leases, as of December 26, 2023, we had two finance leases with a right-of-use asset balance and lease liability balance of $2.0 million and $2.8 million, respectively. As of December 27, 2022, we had two finance leases with a right-of-use asset balance and lease liability balance of $2.1 million and $2.7 million, respectively. The right-of-use asset balance is included as a component of other assets and the lease liability balance as a component of other liabilities in the consolidated balance sheets.

In 2023, we entered into six sale leaseback transactions that generated proceeds of $16.3 million and no gain or loss was recognized on the transactions. In 2022, we entered into four sale leaseback that generated proceeds of $12.9 million and no gain or loss was recognized on the transactions. The resulting operating leases are included in the operating lease right-of-use assets and lease liabilities noted above.

F-20

Table of Contents

Texas Roadhouse, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

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

(9) Income Taxes

Components of our income tax expense for the years ended December 26, 2023, December 27, 2022, and December 28, 2021 were as follows:

Fiscal Year Ended

    

December 26, 2023

    

December 27, 2022

    

December 28, 2021

Current:

Federal

$

21,694

$

15,549

$

16,700

State

 

19,105

 

18,120

 

13,539

Foreign

735

590

443

Total current

 

41,534

 

34,259

 

30,682

Deferred:

Federal

 

4,518

9,664

 

7,391

State

 

(1,403)

(208)

 

1,505

Total deferred

 

3,115

 

9,456

 

8,896

Income tax expense

$

44,649

$

43,715

$

39,578

Our pre-tax income is substantially derived from domestic restaurants.

A reconciliation of the statutory federal income tax rate to our effective tax rate for December 26, 2023, December 27, 2022, and December 28, 2021 is as follows:

Fiscal Year Ended

December 26, 2023

December 27, 2022

December 28, 2021

Tax at statutory federal rate

21.0

%  

21.0

%  

21.0

%

State and local tax, net of federal benefit

3.6

3.7

3.8

FICA tip tax credit

(11.1)

(10.5)

(9.3)

Work opportunity tax credit

(1.0)

(1.3)

(1.2)

Share-based compensation

(0.5)

(0.1)

(1.5)

Net income attributable to noncontrolling interests

(0.4)

(0.4)

(0.5)

Officers compensation

0.6

0.7

1.1

Other

0.3

0.5

0.1

Total

12.5

%  

13.6

%  

13.5

%

F-21

Table of Contents

Texas Roadhouse, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

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

Components of deferred tax liabilities, net were as follows:

    

December 26, 2023

    

December 27, 2022

Deferred tax assets:

Deferred revenue—gift cards

$

32,999

$

29,889

Insurance reserves

8,351

6,506

Other reserves

 

1,884

 

1,060

Share-based compensation

 

5,241

 

5,059

Operating lease liabilities

191,422

173,853

Deferred compensation

 

21,697

 

17,934

Tax credit carryforwards

45

2,740

Other assets

 

3,907

 

2,991

Total deferred tax asset

 

265,546

 

240,032

Deferred tax liabilities:

Property and equipment

 

(90,638)

 

(82,832)

Goodwill and intangibles

 

(9,116)

 

(8,374)

Operating lease right-of-use asset

(171,999)

(155,837)

Other liabilities

(16,897)

(13,968)

Total deferred tax liability

 

(288,650)

 

(261,011)

Net deferred tax liability

$

(23,104)

$

(20,979)

As of December 27, 2022, we had a tax credit carryforward of $2.7 million primarily related to FICA tip and Work opportunity tax credits that exceeded credit limitations. This federal carryforward was fully utilized during 2023.

A reconciliation of the beginning and ending liability for unrecognized tax benefits was as follows:

Balance at December 28, 2021

$

1,528

Additions to tax positions related to prior years

 

1,545

Additions to tax positions related to current year

872

Reductions due to statute expiration

-

Reductions due to exam settlement

 

(20)

Balance at December 27, 2022

 

3,925

Additions to tax positions related to prior years

964

Additions to tax positions related to current year

 

139

Reductions due to statute expiration

 

(246)

Reductions due to exam settlement

-

Balance at December 26, 2023

$

4,782

As of December 26, 2023 and December 27, 2022, the amount of unrecognized tax benefits that would impact the effective tax rate if recognized was $2.5 million and $2.1 million, respectively.

As of December 26, 2023 and December 27, 2022, the total amount of accrued penalties and interest related to uncertain tax provisions was recognized as a part of income tax expense and these amounts were not material.

All entities for which unrecognized tax benefits exist as of December 26, 2023 possess a December tax year-end. As a result, as of December 26, 2023, the tax years ended December 27, 2022, December 28, 2021 and December 29, 2020 remain subject to examination by all tax jurisdictions. As of December 26, 2023, no audits were in process by a tax jurisdiction that, if completed during the next twelve months, would be expected to result in a material change to our unrecognized tax benefits. Additionally, as of December 26, 2023, no event occurred that is likely to result in a significant increase or decrease in the unrecognized tax benefits through December 31, 2024.

F-22

Table of Contents

Texas Roadhouse, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

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

(10) Preferred Stock

Our Board of Directors (the "Board") is authorized, without further vote or action by the holders of common stock, to issue from time to time up to an aggregate of 1,000,000 shares of preferred stock in one or more series. Each series of preferred stock will have the number of shares, designations, preferences, voting powers, qualifications and special or relative rights or privileges as shall be determined by the Board, which may include, but are not limited to, dividend rights, voting rights, redemption and sinking fund provisions, liquidation preferences, conversion rights and preemptive rights. There were no shares of preferred stock outstanding at December 26, 2023 and December 27, 2022.

(11) Stock Repurchase Program

On March 17, 2022, our Board approved a stock repurchase program under which we may repurchase up to $300.0 million of our common stock. This stock repurchase program has no expiration date. All repurchases to date under our stock repurchase programs have been made through open market transactions. The timing and the amount of any repurchases are determined by management under parameters established by the Board, based on an evaluation of our stock price, market conditions and other corporate considerations.

For the year ended December 26, 2023, we paid $50.0 million to repurchase 455,026 shares of our common stock. For the year ended December 27, 2022, we paid $212.9 million to repurchase 2,734,005 shares of our common stock. This included $133.1 million repurchased under our current authorized stock repurchase program and $79.7 million repurchased under our prior authorization. As of December 26, 2023, we had $116.9 million remaining under our authorized stock repurchase program.

(12) Earnings Per Share

The share and net income per share data for all periods presented are based on the historical weighted-average shares outstanding. The diluted earnings per share calculations show the effect of the weighted-average restricted stock units outstanding from our equity incentive plans. Performance stock units are not included in the diluted earnings per share calculation until the performance-based criteria have been met. Refer to Note 14 for further discussion of our equity incentive plans.

For all periods presented, the weighted-average shares of nonvested stock units that were outstanding but not included in the computation of diluted earnings per share because they would have had an anti-dilutive effect were not significant.

The following table sets forth the calculation of earnings per share and weighted average shares outstanding as presented in the accompanying consolidated statements of income and comprehensive income:

Fiscal Year Ended

December 26,

    

December 27,

    

December 28,

2023

2022

2021

Net income attributable to Texas Roadhouse, Inc. and subsidiaries

$

304,876

$

269,818

$

245,294

Basic EPS:

Weighted-average common shares outstanding

 

66,893

 

67,643

69,709

Basic EPS

$

4.56

$

3.99

$

3.52

Diluted EPS:

Weighted-average common shares outstanding

 

66,893

 

67,643

69,709

Dilutive effect of nonvested stock units

 

256

 

277

389

Shares-diluted

 

67,149

 

67,920

 

70,098

Diluted EPS

$

4.54

$

3.97

$

3.50

F-23

Table of Contents

Texas Roadhouse, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

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

(13) Commitments and Contingencies

The estimated cost of completing capital project commitments at December 26, 2023 and December 27, 2022 was $237.4 million and $205.7 million, respectively.

As of December 26, 2023 and December 27, 2022, we are contingently liable for $10.4 million and $11.3 million, respectively, for seven lease guarantees. These amounts represent the maximum potential liability of future payments under the guarantees. In the event of default, the indemnity and default clauses in our assignment agreements govern our ability to pursue and recover damages incurred. No liabilities have been recorded as of December 26, 2023 or December 27, 2022, as the likelihood of default was deemed to be less than probable and the fair valuesvalue of the guarantees is not considered significant.

During the year ended December 26, 2023, we bought our beef primarily from four suppliers. Although there are a limited number of beef suppliers, we believe that other suppliers could provide a similar product on comparable terms. We have no material minimum purchase commitments with our vendors that extend beyond a year.

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

(14) Share-based Compensation

On May 13, 2021, our shareholders approved the Texas Roadhouse, Inc. 2021 Long-Term Incentive Plan (the "Plan"). The Plan provides for the granting of various forms of equity awards including options, stock appreciation rights, full value awards, and performance-based awards.

The Company provides restricted stock units ("RSUs") to employees as a form of share-based compensation. A RSU is the conditional right to receive one share of common stock upon satisfaction of the vesting requirement. In addition to RSUs, the Company provides performance stock units ("PSUs") to certain members of management as a form of share-based compensation. A PSU is the conditional right to receive one share of common stock upon meeting a performance obligation along with the satisfaction of the vesting requirement.

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

Fiscal Year Ended

December 26,

    

December 27,

    

December 28,

 

2023

2022

2021

Labor expense

$

11,470

$

10,656

$

10,323

General and administrative expense

 

22,760

 

26,007

 

27,816

Total share-based compensation expense

$

34,230

$

36,663

$

38,139

We recognize expense for RSUs and PSUs over the vesting term based on the grant date fair value of the award. We record forfeitures as they occur. Activity for our financial assets and liabilities measured on a recurring basis:share-based compensation by type of grant for the year ended December 26, 2023 is presented below.

 

 

 

 

 

 

 

 

 

 

 

 

Fair Value Measurements

 

 

    

Level

    

December 26, 2017

    

December 27, 2016

 

Deferred compensation plan—assets

 

1

 

$

28,754

 

$

21,951

 

Deferred compensation plan—liabilities

 

1

 

 

(28,829)

 

 

(22,128)

 

F-24

Table of Contents

The Second Amended and Restated Deferred Compensation Plan of Texas Roadhouse, Management Corp., as amended, (the "Deferred CompensationInc. and Subsidiaries

Notes to Consolidated Financial Statements

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

Summary Details for RSUs

    

    

Weighted-Average

    

Weighted-Average

    

Grant Date Fair

Remaining Contractual

Aggregate

Shares

Value

Term (years)

Intrinsic Value

Outstanding at December 27, 2022

 

494,839

$

84.55

Granted

 

346,013

103.87

Forfeited

 

(38,111)

90.34

Vested

 

(360,414)

85.48

Outstanding at December 26, 2023

 

442,327

$

98.41

 

0.9

$

53,602

As of December 26, 2023, with respect to unvested RSUs, there was $20.6 million of unrecognized compensation cost that is expected to be recognized over a weighted-average period of 0.9 years. The vesting terms of all RSUs range from 1.0 to 5.0 years. The total intrinsic value of RSUs vested during the years ended December 26, 2023, December 27, 2022 and December 28, 2021 was $37.8 million, $37.1 million and $54.7 million, respectively. The excess tax benefit associated with vested RSUs for the years ended December 26, 2023, December 27, 2022 and December 28, 2021 was $1.7 million, $0.4 million and $4.3 million, respectively, which was recognized in the income tax provision.

Summary Details for PSUs

    

    

Weighted-Average

    

Weighted-Average

    

Grant Date Fair

Remaining Contractual

Aggregate

Shares

Value

Term (years)

Intrinsic Value

Outstanding at December 27, 2022

 

29,600

$

87.52

Granted

 

40,000

95.76

Performance shares adjustment (1)

6,179

85.46

Forfeited

 

(8,700)

91.85

Vested

 

(31,379)

87.05

Outstanding at December 26, 2023

 

35,700

$

94.61

 

0.1

$

4,324

(1)Additional shares from the January 2022 PSU grant that vested in January 2023 due to exceeding the initial 100% target.

We grant PSUs to certain members of management subject to a one-year vesting and the achievement of certain earnings targets, which determine the number of units to vest at the end of the vesting period. Share-based compensation expense is recognized for the number of units expected to vest at the end of the period and is expensed beginning on the grant date and through the performance period. For each grant, PSUs vest after meeting the performance and service conditions. The total intrinsic value of PSUs vested during the years ended December 26, 2023, December 27, 2022 and December 28, 2021 was $3.3 million, $5.4 million and $0.4 million, respectively.

On January 8, 2024, approximately 43,000 shares vested related to the January 2023 PSU grant and are expected to be distributed during the 13 weeks ending March 26, 2024. As of December 26, 2023, with respect to unvested PSUs, the amount of unrecognized compensation cost that is expected to be recognized over a weighted-average period of 0.1 year was not significant. The allowable excess tax benefit associated with vested PSUs for the years ended December 26, 2023, December 27, 2022 and December 28, 2021 was not significant.

(15) Employee Benefit Plans

We have a defined contribution benefit plan ("401(k) Plan") that is available to our Support Center employees and managers in our restaurants who meet certain compensation and eligibility requirements. The 401(k) Plan allows participating employees to defer the receipt of a nonqualifiedportion of their compensation and contribute such amount to one or more investment options. Beginning in 2022, we implemented a company match of a certain percentage of the employee contributions to the 401(k) Plan. For the year ended December 26, 2023, company contributions totaling $7.1

F-25

Table of Contents

Texas Roadhouse, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

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

million and $1.8 million were recorded in labor expense and general and administrative expense, respectively, within the consolidated statements of income and comprehensive income. For the year ended December 27, 2022, company contributions totaling $5.4 million and $1.6 million were recorded in labor expense and general and administrative expense, respectively, within the consolidated statements of income and comprehensive income.

We also have a deferred compensation plan which allows highly compensated employees to defer receipt of a portion of their compensation and contribute such amounts to one or more investment funds held in a rabbi trust. Beginning in 2023, we implemented a company match of a certain percentage of the employee contributions to the deferred compensation plan. For the year ended December 26, 2023, company contributions totaling $1.6 million and $1.5 million were recorded in labor expense and general and administrative expense, respectively, within the consolidated statements of income and comprehensive income. Refer to Note 16 for further discussion on the fair value measurement of the deferred compensation plan assets and liabilities.

(16) Fair Value Measurement

At December 26, 2023 and December 27, 2022, the fair values of cash and cash equivalents, accounts receivable and accounts payable approximated their carrying values based on the short-term nature of these instruments. At December 27, 2022, the fair value of our credit facility approximated its carrying value since it is a variable rate credit facility (Level 2). There were no transfers among levels within the fair value hierarchy during the year ended December 26, 2023.

The following table presents the fair values for our financial assets and liabilities measured on a recurring basis:

Fair Value Measurements

    

Level

    

December 26, 2023

    

December 27, 2022

Deferred compensation plan—assets

 

1

$

81,316

$

61,835

Deferred compensation plan—liabilities

 

1

$

(81,222)

$

(61,668)

We report the accounts of the rabbi trustdeferred compensation plan in other assets and the corresponding liability in other liabilities in our consolidated financial statements. These investments are considered trading securities and are reported at fair value based on quoted market prices. The realized and unrealized holding gains and losses related to these investments, as well as the offsetting compensation expense, are recorded in general and administrative expense in the consolidated statements of income and comprehensive income.

At December 26, 2017 and December 27, 2016,The following table presents the fair values of cash and cash equivalents, accounts receivable and accounts payable approximated their carrying values based on the short-term nature of these instruments. The fair value of our amended revolving credit facilityassets measured on a nonrecurring basis:

Fair Value Measurements

Total gain (loss)

Fiscal Year Ended

    

    

December 26,

    

December 27,

December 26,

December 27,

Level

2023

2022

2023

2022

Long-lived assets held for sale

3

$

$

$

$

690

Long-lived assets held for use

3

$

$

2,000

$

$

(997)

Operating lease right-of-use assets

3

$

$

$

$

(708)

Long-lived assets held for sale included land and building at December 26, 2017 anda site that relocated. These assets were sold during the fiscal year ended December 27, 2016 approximated its carrying2022 and resulted in a gain of $0.7 million which is included in impairment and closure, net in our consolidated statements of income and comprehensive income.

Long-lived assets held for use include the land and building for one underperforming restaurant that was impaired down to fair value since itin 2022. These assets were valued using a Level 3 input. This impairment, which totaled $1.0 million, is a variable rate credit facility (Level 2).

(15) Impairmentincluded in impairment and Closure Costs

We recorded closure costs, net in our consolidated statements of $0.7 million, $0.2 millionincome and $1.0 million for the years ended December 26, 2017,comprehensive income. For further discussion of impairment charges, refer to Note 17.

Operating lease right-of-use assets as of December 27, 2016 and December 29, 2015, respectively,2022 includes the lease related to costs associated with the relocation of restaurants.

(16) Derivative and Hedging Activities

We enter into derivative instrumentsassets for risk management purposes only, including derivatives designated as hedging instruments under FASB ASC 815, Derivatives and Hedging ("ASC 815").  We use interest rate-related derivative instruments to manage our exposure to fluctuations of interest rates.  By using these instruments, we expose ourselves, from time to time, to credit risk and market risk.  Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is positive, the counterparty owes us, which creates credit risk for us.  We attempt to minimize the credit risk by entering into transactions with high-quality counterparties whose credit rating is evaluated on a quarterly basis.  Market risk is the adverse effect on the value of a financial instrumenttwo restaurants that results from a change in interest rates.  We attempt to minimize market risk by establishing and monitoring parameters that limit the types and degree of market risk that may be taken.

F-25


F-26

Table of Contents

Texas Roadhouse, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

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

Aswere relocated in 2022. These assets were reduced to a fair value of December 29, 2015, we had an interest rate swap designated aszero in 2022. This resulted in a hedging instrument under ASC 815 which was recorded as a derivative liabilityloss of approximately $45,000 in other accrued liabilities on the consolidated balance sheet.

The following table summarizes the effect of our interest rate swaps in the consolidated statements of income and comprehensive income$0.7 million for the 52 weeksfiscal year ended December 26, 2017, December 27, 20162022, which is included in impairment and December 29, 2015, respectively:

 

 

 

 

 

 

 

 

 

 

 

 

 

December 26,

    

December 27,

    

December 29,

 

 

 

2017

 

2016

 

2015

 

Gain recognized in AOCI, net of tax (effective portion) (1)

 

$

 

$

27

 

$

817

 

Loss reclassified from AOCI to income (effective portion) (1)

 

$

 

$

45

 

$

1,397

 


(1)

The fiscal year ended December 27, 2016 included the effect of one interest rate swap which expired on January 7, 2016, while the fiscal year ended December 29, 2015 included the effect of two interest rate swaps, one of which expired on November 7, 2015.

The loss reclassified from AOCI to income was recognizedclosure, net in interest expense on our consolidated statements of income and comprehensive income. For each

(17) Impairment and Closure Costs

We recorded impairment and closure costs of the fiscal periods ended December 26, 2017, December 27, 2016 and December 29, 2015, we did not recognize any gain or loss due to hedge ineffectiveness related to the derivative instruments in the consolidated statements of income and comprehensive income.

(17) Accumulated Other Comprehensive Loss

The components of the changes in accumulated other comprehensive loss for the 52 weeks ended December 26, 2017 and December 27, 2016 were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash Flow Hedges

 

Foreign Currency Translation

 

Accumulated Other Comprehensive Loss

 

Balance as of December 29, 2015

 

 

(27)

 

 

(82)

 

 

(109)

 

Other comprehensive loss before reclassifications

 

 

 

 

(182)

 

 

(182)

 

Reclassification adjustments to income (1)

 

 

45

 

 

 

 

45

 

Income taxes

 

 

(18)

 

 

70

 

 

52

 

Balance as of December 27, 2016

    

$

 

$

(194)

 

$

(194)

  

Other comprehensive loss before reclassifications

 

 

 

 

252

 

 

252

 

Reclassification adjustments to income (1)

 

 

 

 

 

 

 

Income taxes

 

 

 

 

(97)

 

 

(97)

 

Balance as of December 26, 2017

 

$

 

$

(39)

 

$

(39)

 


(1)For further discussion of amounts reclassified to income, see note 16.

(18) Related Party Transactions

As of December 26, 2017, December 27, 2016 and December 29, 2015, we had 10 franchise restaurants owned in whole or part by certain of our officers, directors and 5% stockholders of the Company.  These entities paid us fees of $2.1$0.3 million, $2.0$1.6 million and $1.8$0.7 million for the years ended December 26, 2017,2023, December 27, 20162022 and December 29, 2015,28, 2021, respectively. As discussed

Impairment and closure costs in note 12, we are contingently liable on leases which are2023 included $0.3 million related to ongoing closure costs for stores which have relocated.

Impairment and closure costs in 2022 included $1.7 million related to the impairment of the land, building and operating lease right-of-use assets at three restaurants, two of which were relocated and $0.6 million related to ongoing closure costs. This was partially offset by a $0.7 million gain on the sale of land and building that was previously classified as assets held for sale.

Impairment and closure costs in 2021 included $0.7 million related to the impairment of the fixed assets and operating lease right-of-use assets at two restaurants, both of which have relocated.

(18) Related Party Transactions

As of December 26, 2023, December 27, 2022 and December 28, 2021, we had four franchise restaurants and one majority-owned company restaurant owned in part by a current officer of the Company. We recognized revenue of $2.0 million, $1.8 million and $1.7 million for the years ended December 26, 2023, December 27, 2022, and December 28, 2021, respectively, related to these restaurants.

(19) Segment Information

We manage our restaurant and franchising operations by concept and as a result have identified Texas Roadhouse, Bubba's 33, Jaggers and our retail initiatives as separate operating segments. Our reportable segments are Texas Roadhouse and Bubba's 33. The Texas Roadhouse reportable segment includes the results of our domestic company Texas Roadhouse restaurants and domestic and international franchise Texas Roadhouse restaurants. The Bubba's 33 reportable segment includes the results of our domestic company Bubba's 33 restaurants. Our remaining operating segments, which include the results of our domestic company and franchise Jaggers restaurants and the results of our retail initiatives, are included in Other. In addition, Corporate-related segment assets, depreciation and amortization and capital expenditures are also included in Other.

F-26Management uses restaurant margin as the measure for assessing performance of our segments. Restaurant margin represents restaurant and other sales less restaurant-level operating costs, including food and beverage costs, labor, rent and other operating costs. Restaurant margin also includes sales and operating costs related to our non-royalty based retail initiatives. Restaurant margin is used by our CODM to evaluate core restaurant-level operating efficiency and performance.


In calculating restaurant margin, we exclude certain non-restaurant-level costs that support operations, including pre-opening and general and administrative expenses, but do not have a direct impact on restaurant-level operational efficiency and performance. We exclude pre-opening expense as it occurs at irregular intervals and would impact comparability to prior period results. We exclude depreciation and amortization expense, substantially all of which relates to restaurant-level assets, as it represents a non-cash charge for the investment in our restaurants. We exclude impairment and closure expense as we believe this provides a clearer perspective of the Company’s ongoing operating performance and a more useful comparison to prior period results. Restaurant margin as presented may not be comparable to other similarly titled measures of other companies in our industry.

F-27

Table of Contents

Texas Roadhouse, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

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

Restaurant and other sales for all operating segments are derived primarily from food and beverage sales. We do not rely on any major customer as a source of sales and the customers and assets of our reportable segments are located predominantly in the United States. There are no material transactions between reportable segments.

The following tables reconcile our segment results to our consolidated results reported in accordance with GAAP:

Fiscal Year Ended December 26, 2023

Texas Roadhouse

Bubba's 33

Other

Total

Restaurant and other sales

$

4,331,823

$

247,195

$

25,536

$

4,604,554

Restaurant operating costs (excluding depreciation and amortization)

3,660,665

213,253

22,672

3,896,590

Restaurant margin

$

671,158

$

33,942

$

2,864

$

707,964

Depreciation and amortization

$

126,719

$

14,210

$

12,273

$

153,202

Segment assets

2,290,213

232,086

271,077

2,793,376

Capital expenditures

306,599

27,908

12,527

347,034

Fiscal Year Ended December 27, 2022

Texas Roadhouse

Bubba's 33

Other

Total

Restaurant and other sales

$

3,762,884

$

211,690

$

14,217

$

3,988,791

Restaurant operating costs (excluding depreciation and amortization)

3,162,687

184,756

13,847

3,361,290

Restaurant margin

$

600,197

$

26,934

$

370

$

627,501

Depreciation and amortization

$

112,546

$

13,012

$

11,679

$

137,237

Segment assets

2,015,173

201,503

308,989

2,525,665

Capital expenditures

204,662

30,625

10,834

246,121

Fiscal Year Ended December 28, 2021

Texas Roadhouse

Bubba's 33

Other

Total

Restaurant and other sales

$

3,253,889

$

174,355

$

10,932

$

3,439,176

Restaurant operating costs (excluding depreciation and amortization)

2,701,850

145,493

10,101

2,857,444

Restaurant margin

$

552,039

$

28,862

$

831

$

581,732

Depreciation and amortization

$

105,079

$

12,700

$

8,982

$

126,761

Segment assets

1,874,620

179,856

457,476

2,511,952

Capital expenditures

167,746

23,408

9,538

200,692

F-28

Table of Contents

(19) Selected QuarterlyTexas Roadhouse, Inc. and Subsidiaries

Notes to Consolidated Financial Data (unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2017

 

 

    

First

    

Second

    

Third

    

Fourth

    

 

 

 

 

 

Quarter

 

Quarter

 

Quarter

 

Quarter

 

Total

 

Revenue

 

$

567,686

 

$

566,262

 

$

540,507

 

$

545,076

 

$

2,219,531

 

Total costs and expenses

 

$

518,664

 

$

512,048

 

$

494,996

 

$

507,617

 

$

2,033,325

 

Income from operations

 

$

49,022

 

$

54,214

 

$

45,511

 

$

37,459

 

$

186,206

 

Net income attributable to Texas Roadhouse, Inc. and subsidiaries (a)

 

$

34,313

 

$

37,581

 

$

31,014

 

$

28,618

 

$

131,526

 

Basic earnings per common share (a)

 

$

0.48

 

$

0.53

 

$

0.44

 

$

0.40

 

$

1.85

 

Diluted earnings per common share (a)

 

$

0.48

 

$

0.53

 

$

0.43

 

$

0.40

 

$

1.84

 

Cash dividends declared per share

 

$

0.21

 

$

0.21

 

$

0.21

 

$

0.21

 

$

0.84

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2016

 

 

    

First

    

Second

    

Third

    

Fourth

    

 

 

 

 

 

Quarter

 

Quarter

 

Quarter

 

Quarter

 

Total

 

Revenue

 

$

515,559

 

$

508,808

 

$

481,637

 

$

484,710

 

$

1,990,714

 

Total costs and expenses

 

$

462,748

 

$

459,026

 

$

443,169

 

$

453,871

 

$

1,818,814

 

Income from operations

 

$

52,811

 

$

49,782

 

$

38,468

 

$

30,839

 

$

171,900

 

Net income attributable to Texas Roadhouse, Inc. and subsidiaries (b)

 

$

35,593

 

$

33,605

 

$

25,675

 

$

20,725

 

$

115,598

 

Basic earnings per common share (b)

 

$

0.51

 

$

0.48

 

$

0.36

 

$

0.29

 

$

1.64

 

Diluted earnings per common share (b)

 

$

0.50

 

$

0.47

 

$

0.36

 

$

0.29

 

$

1.63

 

Cash dividends declared per share

 

$

0.19

 

$

0.19

 

$

0.19

 

$

0.19

 

$

0.76

 


(a)

The first quarter of 2017 includes an after-tax charge of $9.2 million, or $0.13 per basic and diluted share, related to the settlement of a legal matter. See note 12 for further discussion. The fourth quarter of 2017 includes an income tax benefit of $3.1 million, or $0.04 per basic and diluted share, related to the enactment of new income tax legislation. See note 8 for further discussion.

(b)

The first quarter of 2016 includes an after-tax charge of $3.4 million, or $0.05 per basic and diluted share, related to the settlement of a legal matter. See note 12 for further discussion.

Statements

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

A reconciliation of restaurant margin to income from operations is presented below. We do not allocate interest income (expense), net and equity income (loss) from investments in unconsolidated affiliates to reportable segments.

Fiscal Year Ended

December 26, 2023

December 27, 2022

December 28, 2021

Restaurant margin

$

707,964

$

627,501

$

581,732

Add:

Franchise royalties and fees

27,118

26,128

24,770

Less:

Pre-opening

29,234

21,883

24,335

Depreciation and amortization

153,202

137,237

126,761

Impairment and closure, net

275

1,600

734

General and administrative

198,382

172,712

157,480

Income from operations

$

353,989

$

320,197

$

297,192

F-27F-29