Business Context and Reporting Period
Company: Red Robin Gourmet Burgers, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: November 21, 2006
Reporting Period: Specific event date of November 21, 2006.
This filing reports the entry into a material definitive agreement regarding the acquisition of franchised restaurants in Washington state.
Key Financial Metrics
Transaction Value: $3.4 million (Purchase price for the Federal Way restaurant).
Funding Source: Cash funded through borrowings under the company's existing credit facility.
Revenue/Profit/Cash Flow: The filing text does not provide a clear value for general revenue, profit, cash flow, margins, or total debt levels.
Material Changes
- Acquisition Completed: Red Robin International, Inc. (RRI) completed the acquisition of the Federal Way restaurant on November 21, 2006, following the satisfaction of revised closing conditions.
- Agreement Amendment: An amendment was executed to the Asset Purchase Agreement dated July 1, 2006, originally covering thirteen franchised restaurants.
- Change in Structure for Puyallup: The Sellers were relieved of the obligation to close the acquisition of the Puyallup restaurant under the original Asset Purchase Agreement. Instead, RRI will acquire the Puyallup restaurant via an LLC Purchase Agreement, purchasing all outstanding equity ownership interests of Northwest Robins, LLC.
Guidance, Outlook, and Risks
Management Commentary: The company issued a press release on November 21, 2006, announcing the closing of the Federal Way restaurant.
Regulatory Note: Information in this Form 8-K and the attached press release is not deemed "filed" for purposes of Section 18 of the Exchange Act and is not incorporated by reference into other filings unless expressly stated.
Risks/Contingencies: The filing does not explicitly detail new risks or contingencies beyond the structural changes to the acquisition agreements.
Investor Verification Checklist
- Verify the terms of the new LLC Purchase Agreement for the Puyallup restaurant acquisition.
- Confirm the impact of the $3.4 million cash outflow on the company's existing credit facility capacity.
- Review the attached press release (Exhibit 99.1) for additional operational details regarding the Federal Way location.
- Monitor future filings for the closing status of the Puyallup equity acquisition.