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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 25, 2024

OR

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

For the transition period from           to

Commission File Number 000-50972

Texas Roadhouse, Inc.

(Exact name of registrant specified in its charter)

Delaware

20-1083890

(State or other jurisdiction of

(IRS Employer

incorporation or organization)

Identification Number)

6040 Dutchmans Lane

Louisville, Kentucky 40205

(Address of principal executive offices) (Zip Code)

(502) 426-9984

(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

Common Stock, par value $0.001 per share

TXRH

NASDAQ Global Select Market

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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes     No  

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

Large Accelerated Filer  

Accelerated Filer  

Non-accelerated Filer  

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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes    No  

The number of shares of common stock outstanding were 66,676,650 on July 24, 2024.

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

Item 1 — Financial Statements (Unaudited) — Texas Roadhouse, Inc. and Subsidiaries

3

Condensed Consolidated Balance Sheets — June 25, 2024 and December 26, 2023

3

Condensed Consolidated Statements of Income — For the 13 and 26 Weeks Ended June 25, 2024 and June 27, 2023

4

Condensed Consolidated Statements of Stockholders’ Equity — For the 13 and 26 Weeks Ended June 25, 2024 and June 27, 2023

5

Condensed Consolidated Statements of Cash Flows — For the 26 Weeks Ended June 25, 2024 and June 27, 2023

7

Notes to Condensed Consolidated Financial Statements

8

Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations

16

Item 3 — Quantitative and Qualitative Disclosures About Market Risk

27

Item 4 — Controls and Procedures

28

PART II. OTHER INFORMATION

Item 1 — Legal Proceedings

29

Item 1A — Risk Factors

29

Item 2 — Unregistered Sales of Equity Securities and Use of Proceeds

29

Item 3 — Defaults Upon Senior Securities

29

Item 4 — Mine Safety Disclosures

29

Item 5 — Other Information

30

Item 6 — Exhibits

30

Signatures

31

2

PART I — FINANCIAL INFORMATION

ITEM 1 — FINANCIAL STATEMENTS

Texas Roadhouse, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(in thousands, except share and per share data)

    

June 25, 2024

    

December 26, 2023

(unaudited)

Assets

Current assets:

Cash and cash equivalents

$

197,454

$

104,246

Receivables, net of allowance for doubtful accounts of $27 at June 25, 2024 and $35 at December 26, 2023

 

68,599

 

175,474

Inventories, net

 

41,199

 

38,320

Prepaid income taxes

 

 

3,262

Prepaid expenses and other current assets

 

26,034

 

35,172

Total current assets

 

333,286

 

356,474

Property and equipment, net of accumulated depreciation of $1,155,242 at June 25, 2024 and $1,078,855 at December 26, 2023

 

1,523,393

 

1,474,722

Operating lease right-of-use assets, net

726,378

694,014

Goodwill

 

169,684

 

169,684

Intangible assets, net of accumulated amortization of $22,039 at June 25, 2024 and $20,929 at December 26, 2023

 

2,374

 

3,483

Other assets

 

106,796

 

94,999

Total assets

$

2,861,911

$

2,793,376

Liabilities and Stockholders’ Equity

Current liabilities:

Current portion of operating lease liabilities

$

28,308

$

27,411

Accounts payable

 

136,789

 

131,638

Deferred revenue-gift cards

 

250,485

 

373,913

Accrued wages

 

84,920

 

68,062

Income taxes payable

6,073

112

Accrued taxes and licenses

 

45,580

 

42,758

Other accrued liabilities

 

92,172

 

101,540

Total current liabilities

 

644,327

 

745,434

Operating lease liabilities, net of current portion

779,517

743,476

Restricted stock and other deposits

 

9,617

 

8,893

Deferred tax liabilities, net

 

17,733

 

23,104

Other liabilities

 

133,027

 

114,958

Total liabilities

 

1,584,221

 

1,635,865

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, 66,727,898 and 66,789,464 shares issued and outstanding at June 25, 2024 and December 26, 2023, respectively)

 

67

 

67

Retained earnings

 

1,262,569

 

1,141,595

Total Texas Roadhouse, Inc. and subsidiaries stockholders’ equity

 

1,262,636

 

1,141,662

Noncontrolling interests

 

15,054

 

15,849

Total equity

 

1,277,690

 

1,157,511

Total liabilities and equity

$

2,861,911

$

2,793,376

See accompanying notes to condensed consolidated financial statements.

3

Texas Roadhouse, Inc. and Subsidiaries

Condensed Consolidated Statements of Income

(in thousands, except per share data)

(unaudited)

13 Weeks Ended

26 Weeks Ended

    

June 25, 2024

    

June 27, 2023

    

June 25, 2024

    

June 27, 2023

Revenue:

Restaurant and other sales

$

1,333,642

$

1,164,385

$

2,647,794

$

2,331,968

Franchise royalties and fees

7,560

6,818

14,625

13,591

Total revenue

 

1,341,202

 

1,171,203

 

2,662,419

 

2,345,559

Costs and expenses:

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

Food and beverage

 

436,001

401,204

881,092

811,915

Labor

 

438,212

391,337

865,759

777,156

Rent

 

19,956

17,996

39,381

35,824

Other operating

 

196,862

171,092

390,504

338,621

Pre-opening

 

6,202

5,671

14,297

11,048

Depreciation and amortization

 

42,915

37,413

84,408

73,640

Impairment and closure, net

 

90

78

291

133

General and administrative

 

58,148

51,000

110,743

100,865

Total costs and expenses

 

1,198,386

 

1,075,791

 

2,386,475

 

2,149,202

Income from operations

 

142,816

 

95,412

 

275,944

 

196,357

Interest income, net

 

1,683

996

3,091

2,234

Equity income from investments in unconsolidated affiliates

 

286

287

543

1,042

Income before taxes

$

144,785

$

96,695

$

279,578

$

199,633

Income tax expense

 

21,710

12,270

40,513

26,604

Net income including noncontrolling interests

123,075

84,425

$

239,065

$

173,029

Less: Net income attributable to noncontrolling interests

 

2,934

2,154

5,718

4,371

Net income attributable to Texas Roadhouse, Inc. and subsidiaries

$

120,141

$

82,271

$

233,347

$

168,658

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

Basic

$

1.80

$

1.23

$

3.49

$

2.52

Diluted

$

1.79

$

1.22

$

3.48

$

2.51

Weighted average shares outstanding:

Basic

 

66,785

66,974

66,814

66,995

Diluted

 

67,044

67,229

67,077

67,261

Cash dividends declared per share

$

0.61

$

0.55

$

1.22

$

1.10

See accompanying notes to condensed consolidated financial statements.

4

Texas Roadhouse, Inc. and Subsidiaries

Condensed Consolidated Statements of Stockholders' Equity

(in thousands, except share and per share data)

(unaudited)

For the 13 Weeks Ended June 25, 2024

    

    

    

    

    

Total Texas

    

    

 

Additional

Roadhouse, Inc.

 

Par

Paid-in-

Retained

and

Noncontrolling

 

Shares

Value

Capital

Earnings

Subsidiaries

Interests

Total

 

Balance, March 26, 2024

 

66,846,291

$

67

$

$

1,207,119

$

1,207,186

$

15,930

$

1,223,116

Net income

 

 

 

 

120,141

 

120,141

 

2,934

 

123,075

Distributions to noncontrolling interest holders

 

 

 

 

 

 

(2,922)

 

(2,922)

Acquisition of noncontrolling interest, net of deferred taxes

(3,274)

(3,274)

(888)

(4,162)

Dividends declared ($0.61 per share)

 

 

 

 

(40,718)

 

(40,718)

 

 

(40,718)

Shares issued under share-based compensation plans including tax effects

 

63,525

 

 

 

 

 

 

Indirect repurchase of shares for minimum tax withholdings

 

(19,514)

 

 

(3,356)

 

 

(3,356)

 

 

(3,356)

Repurchase of shares of common stock, including excise tax as applicable

(162,404)

(2,225)

(23,973)

(26,198)

(26,198)

Share-based compensation

 

 

 

8,855

 

 

8,855

 

 

8,855

Balance, June 25, 2024

 

66,727,898

$

67

$

$

1,262,569

$

1,262,636

$

15,054

$

1,277,690

For the 13 Weeks Ended June 27, 2023

    

    

    

    

    

Total Texas

    

    

Additional

Roadhouse, Inc.

Par

Paid-in-

Retained

and

Noncontrolling

Shares

Value

Capital

Earnings

Subsidiaries

Interests

Total

Balance, March 28, 2023

 

67,000,306

$

67

$

6,240

$

1,048,941

$

1,055,248

$

15,291

$

1,070,539

Net income

 

 

 

 

82,271

 

82,271

 

2,154

 

84,425

Distributions to noncontrolling interest holders

 

 

 

 

 

 

(2,177)

 

(2,177)

Dividends declared ($0.55 per share)

 

 

 

 

(36,820)

 

(36,820)

 

 

(36,820)

Shares issued under share-based compensation plans including tax effects

 

82,547

 

 

 

 

 

 

Indirect repurchase of shares for minimum tax withholdings

 

(25,422)

 

 

(2,809)

 

 

(2,809)

 

 

(2,809)

Repurchase of shares of common stock, including excise tax as applicable

(213,975)

(12,021)

(11,477)

(23,498)

(23,498)

Share-based compensation

 

 

 

8,590

 

 

8,590

 

 

8,590

Balance, June 27, 2023

 

66,843,456

$

67

$

$

1,082,915

$

1,082,982

$

15,268

$

1,098,250

See accompanying notes to condensed consolidated financial statements.

5

Texas Roadhouse, Inc. and Subsidiaries

Condensed Consolidated Statements of Stockholders' Equity

(in thousands, except share and per share data)

(unaudited)

For the 26 Weeks Ended June 25, 2024

    

    

    

    

    

Total Texas

    

    

Additional

Roadhouse, Inc.

Par

Paid-in-

Retained

and

Noncontrolling

Shares

Value

Capital

Earnings

Subsidiaries

Interests

Total

Balance, December 26, 2023

66,789,464

$

67

$

$

1,141,595

$

1,141,662

$

15,849

$

1,157,511

Net income

 

 

 

 

233,347

 

233,347

 

5,718

 

239,065

Distributions to noncontrolling interest holders

 

 

 

 

 

 

(5,625)

 

(5,625)

Acquisition of noncontrolling interest, net of deferred taxes

(3,274)

(3,274)

(888)

(4,162)

Dividends declared ($1.22 per share)

 

 

 

 

(81,509)

 

(81,509)

 

 

(81,509)

Shares issued under share-based compensation plans including tax effects

 

234,784

 

 

 

 

 

 

Indirect repurchase of shares for minimum tax withholdings

 

(73,684)

 

 

(10,829)

 

 

(10,829)

 

 

(10,829)

Repurchase of shares of common stock, including excise tax as applicable

(222,666)

(4,275)

(30,864)

(35,139)

(35,139)

Share-based compensation

 

 

 

18,378

 

 

18,378

 

 

18,378

Balance, June 25, 2024

 

66,727,898

$

67

$

$

1,262,569

$

1,262,636

$

15,054

$

1,277,690

For the 26 Weeks Ended June 27, 2023

    

    

    

    

    

Total Texas

    

    

Additional

Roadhouse, Inc.

Par

Paid-in-

Retained

and

Noncontrolling

Shares

Value

Capital

Earnings

Subsidiaries

Interests

Total

Balance, December 27, 2022

 

66,973,311

$

67

$

13,139

$

999,432

$

1,012,638

$

15,024

$

1,027,662

Net income

 

 

 

 

168,658

 

168,658

 

4,371

 

173,029

Distributions to noncontrolling interest holders

 

 

 

 

 

 

(4,127)

 

(4,127)

Dividends declared ($1.10 per share)

 

 

 

 

(73,698)

 

(73,698)

 

 

(73,698)

Shares issued under share-based compensation plans including tax effects

 

256,167

 

 

 

 

 

 

Indirect repurchase of shares for minimum tax withholdings

 

(79,296)

 

 

(8,239)

 

 

(8,239)

 

 

(8,239)

Repurchase of shares of common stock, including excise tax as applicable

(306,726)

(21,644)

(11,477)

(33,121)

(33,121)

Share-based compensation

 

 

 

16,744

 

 

16,744

 

 

16,744

Balance, June 27, 2023

 

66,843,456

$

67

$

$

1,082,915

$

1,082,982

$

15,268

$

1,098,250

See accompanying notes to condensed consolidated financial statements.

6

Texas Roadhouse, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

26 Weeks Ended

    

June 25, 2024

    

June 27, 2023

Cash flows from operating activities:

Net income including noncontrolling interests

$

239,065

$

173,029

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

Depreciation and amortization

 

84,408

 

73,640

Deferred income taxes

 

(4,254)

 

1,767

Loss on disposition of assets

 

1,646

 

3,475

Impairment and closure costs

 

26

 

39

Equity income from investments in unconsolidated affiliates

 

(543)

 

(1,042)

Distributions of income received from investments in unconsolidated affiliates

 

541

 

358

Provision for doubtful accounts

 

(8)

 

1

Share-based compensation expense

 

18,378

 

16,744

Changes in operating working capital, net of acquisitions:

Receivables

 

106,883

 

90,501

Inventories

 

(2,879)

 

303

Prepaid expenses and other current assets

 

9,138

 

5,111

Other assets

 

(10,377)

 

(10,119)

Accounts payable

 

11,293

 

14,365

Deferred revenue—gift cards

 

(123,428)

 

(110,436)

Accrued wages

 

16,858

 

12,620

Prepaid income taxes and income taxes payable

 

9,220

 

5,224

Accrued taxes and licenses

 

3,338

 

5,346

Other accrued liabilities

 

(3,540)

 

(7,624)

Operating lease right-of-use assets and lease liabilities

 

3,515

 

3,178

Other liabilities

 

18,067

 

11,753

Net cash provided by operating activities

 

377,347

 

288,233

Cash flows from investing activities:

Capital expenditures—property and equipment

 

(155,478)

(154,580)

Acquisition of franchise restaurants, net of cash acquired

(39,153)

Proceeds from sale of investments in unconsolidated affiliates

632

Proceeds from sale of property and equipment

 

197

 

Proceeds from sale leaseback transactions

9,126

7,097

Net cash used in investing activities

 

(146,155)

 

(186,004)

Cash flows from financing activities:

Payments on revolving credit facility

(50,000)

Distributions to noncontrolling interest holders

 

(5,625)

(4,127)

Acquisition of noncontrolling interest

(5,279)

Proceeds from restricted stock and other deposits, net

 

397

356

Indirect repurchase of shares for minimum tax withholdings

 

(10,829)

(8,239)

Repurchase of shares of common stock

 

(35,139)

(33,058)

Dividends paid to shareholders

 

(81,509)

(73,698)

Net cash used in financing activities

 

(137,984)

 

(168,766)

Net increase (decrease) in cash and cash equivalents

 

93,208

 

(66,537)

Cash and cash equivalents—beginning of period

 

104,246

173,861

Cash and cash equivalents—end of period

$

197,454

$

107,324

Supplemental disclosures of cash flow information:

Interest paid, net of amounts capitalized

$

454

$

638

Income taxes paid

$

35,768

$

19,613

Capital expenditures included in current liabilities

$

35,565

$

36,268

See accompanying notes to condensed consolidated financial statements.

7

Texas Roadhouse, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(tabular amounts in thousands, except per share data)

(unaudited)

(1)  Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include the accounts of Texas Roadhouse, Inc., our wholly owned subsidiaries and subsidiaries in which we have a controlling interest (collectively, the "Company," "we," "our" and/or "us") as of June 25, 2024 and December 26, 2023 and for the 13 and 26 weeks ended June 25, 2024 and June 27, 2023.

The Company maintains three restaurant concepts operating as Texas Roadhouse, Bubba’s 33, and Jaggers. As of June 25, 2024, we owned and operated 650 restaurants and franchised an additional 112 restaurants in 49 states, one U.S. territory, and ten foreign countries. Of the 112 franchise restaurants, there were 59 domestic restaurants and 53 international restaurants, including one in a U.S. territory. As of June 27, 2023, we owned and operated 614 restaurants and franchised an additional 95 restaurants in 49 states and ten foreign countries. Of the 95 franchise restaurants, there were 54 domestic restaurants and 41 international restaurants.

As of June 25, 2024 and June 27, 2023, we owned a majority interest in 19 and 20 company restaurants, respectively. 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 unaudited condensed consolidated statements of income.

As of June 25, 2024 and June 27, 2023, we owned a 5.0% to 10.0% equity interest in 20 domestic franchise restaurants. These unconsolidated restaurants are accounted for using the equity method. Our investments in these unconsolidated affiliates are included in other assets in our unaudited condensed consolidated balance sheets, and we record our percentage share of net income earned by these unconsolidated affiliates in our unaudited condensed consolidated statements of income under equity income 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.

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 unaudited condensed consolidated financial statements, and the reporting of revenue and expenses during the periods to prepare these unaudited condensed 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.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary to present fairly our unaudited condensed consolidated financial statements for the periods presented. The unaudited condensed consolidated financial statements have been prepared in accordance with GAAP, except that certain information and footnotes have been condensed or omitted pursuant to rules and regulations of the Securities and Exchange Commission. Operating results for the 13 and 26 weeks ended June 25, 2024 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2024. The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 26, 2023.

Our significant interim accounting policies include the recognition of income taxes using an estimated annual effective tax rate.

8

(2) Recent Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosure. This ASU primarily requires 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 chief operating decision maker ("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 and expect to provide additional detail and disclosures under this new guidance.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU primarily requires 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 and expect to provide additional detail and disclosures under this new guidance.

(3)   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 commercial lenders. The credit facility has a maturity date of May 1, 2026.

We are required to pay interest on outstanding borrowings at the Term Secured Overnight Financing Rate ("SOFR"), plus a fixed adjustment of 0.10% and a variable adjustment of 0.875% to 1.875% depending on our consolidated leverage ratio.

As of June 25, 2024 and December 26, 2023, we had no outstanding borrowings under the credit facility and had $295.3 million of availability, net of $4.7 million of outstanding letters of credit.

The interest rate for the credit facility as of June 25, 2024 and June 27, 2023 was 6.21% and 6.07%, 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 June 25, 2024.

9

(4) Revenue

The following table disaggregates our revenue by major source:

13 Weeks Ended

26 Weeks Ended

June 25, 2024

June 27, 2023

June 25, 2024

June 27, 2023

Restaurant and other sales

$

1,333,642

$

1,164,385

$

2,647,794

$

2,331,968

Franchise royalties

6,945

6,045

13,793

12,064

Franchise fees

615

773

832

1,527

Total revenue

$

1,341,202

$

1,171,203

$

2,662,419

$

2,345,559

The following table presents a rollforward of deferred revenue-gift cards:

13 Weeks Ended

26 Weeks Ended

June 25, 2024

June 27, 2023

June 25, 2024

June 27, 2023

Beginning balance

$

266,482

$

240,729

$

373,913

$

335,403

Gift card activations, net of third-party fees

78,643

67,991

134,882

118,554

Gift card redemptions and breakage

(94,640)

(82,590)

(258,310)

(227,827)

Ending balance

$

250,485

$

226,130

$

250,485

$

226,130

We recognized restaurant sales of $46.1 million and $184.0 million for the 13 and 26 weeks ended June 25, 2024, respectively, related to amounts in deferred revenue as of December 26, 2023. We recognized restaurant sales of $45.5 million and $165.1 million for the 13 and 26 weeks ended June 27, 2023, respectively, related to amounts in deferred revenue as of December 27, 2022.

(5) Income Taxes

The effective tax rate was 15.0% and 12.7% for the 13 weeks ended June 25, 2024 and June 27, 2023, respectively. The effective tax rate was 14.5% and 13.3% for the 26 weeks ended June 25, 2024 and June 27, 2023, respectively. The increase in our tax rate for the 13 and 26 weeks ended June 25, 2024 as compared to the prior year periods was primarily due to a decrease in the impact of the FICA tip and work opportunity tax credits, which was driven by increased profitability.

(6)

Commitments and Contingencies

The estimated cost of completing capital project commitments at June 25, 2024 and December 26, 2023 was $258.9 million and $237.4 million, respectively.

As of June 25, 2024 and December 26, 2023, we were contingently liable for $9.9 million and $10.4 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 material liabilities have been recorded as of June 25, 2024 and December 26, 2023, as the likelihood of default was deemed to be less than probable and the fair value of the guarantees is not considered significant.

During the 13 and 26 weeks ended June 25, 2024 and June 27, 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.

10

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.  None of these types of litigation, most of which are covered by insurance at varying retention levels, has had a material adverse 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.

(7)   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 unaudited condensed consolidated statements of income.

These transactions were accounted for using the acquisition method as defined in Accounting Standards Codification 805, Business Combinations. These acquisitions are consistent with our long-term strategy to increase net income and earnings per share.

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

$

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

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.

(8)   Related Party Transactions

As of June 25, 2024 and June 27, 2023, 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 $0.5 million for both of the 13 weeks ended June 25, 2024 and June 27, 2023 related to the four franchise restaurants. We recognized revenue of $1.0 million for both the 26 weeks ended June 25, 2024 and June 27, 2023 related to the four franchise restaurants.

(9)   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 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.

11

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 unaudited condensed consolidated statements of income:

13 Weeks Ended

26 Weeks Ended

    

June 25, 2024

    

June 27, 2023

    

June 25, 2024

    

June 27, 2023

Net income attributable to Texas Roadhouse, Inc. and subsidiaries

$

120,141

$

82,271

$

233,347

$

168,658

Basic EPS:

Weighted-average common shares outstanding

 

66,785

66,974

66,814

66,995

Basic EPS

$

1.80

$

1.23

$

3.49

$

2.52

Diluted EPS:

Weighted-average common shares outstanding

 

66,785

66,974

66,814

66,995

Dilutive effect of nonvested stock units

 

259

255

263

266

Shares-diluted

 

67,044

 

67,229

 

67,077

 

67,261

Diluted EPS

$

1.79

$

1.22

$

3.48

$

2.51

(10) Fair Value Measurements

At June 25, 2024 and December 26, 2023, 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. There were no transfers among levels within the fair value hierarchy during the 13 and 26 weeks ended June 25, 2024.

The following table presents the fair values for our financial assets and liabilities measured on a recurring basis:

Fair Value Measurements

    

Level

    

June 25, 2024

    

December 26, 2023

Deferred compensation plan—assets

 

1

$

91,765

$

81,316

Deferred compensation plan—liabilities

 

1

$

(91,765)

$

(81,222)

We report the accounts of the deferred compensation plan in other assets and the corresponding liability in other liabilities in our unaudited condensed consolidated balance sheets. 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 unaudited condensed consolidated statements of income.

12

(11) Stock Repurchase Program

On March 17, 2022, our Board of Directors (the "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, including complying with Rule 10b5-1 trading arrangements under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

For the 13 and 26 weeks ended June 25, 2024, we paid $26.2 million and $35.1 million to repurchase 162,404 shares and 222,666 shares of our common stock, respectively. For the 13 and 26 weeks ended June 27, 2023, we paid $23.4 million and $33.1 million to repurchase 213,975 shares and 306,726 shares of our common stock, respectively. As of June 25, 2024, $81.7 million remained under our authorized stock repurchase program.

(12) 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.

Management uses restaurant margin as the primary 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 restaurant-level operating efficiency and performance.

In calculating restaurant margin, we exclude certain non-restaurant-level costs that support operations, including 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.

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.

13

The following tables reconcile our segment results to our consolidated results reported in accordance with GAAP:

For the 13 Weeks Ended June 25, 2024

Texas Roadhouse

Bubba's 33

Other

Total

Restaurant and other sales

$

1,252,247

$

73,435

$

7,960

$

1,333,642

Restaurant operating costs (excluding depreciation and amortization)

1,023,685

60,876

6,470

1,091,031

Restaurant margin

$

228,562

$

12,559

$

1,490

$

242,611

Depreciation and amortization

$

36,199

$

3,944

$

2,772

$

42,915

Capital expenditures

65,103

10,574

2,129

77,806

For the 13 Weeks Ended June 27, 2023

Texas Roadhouse

Bubba's 33

Other

Total

Restaurant and other sales

$

1,096,252

$

61,560

$

6,573

$

1,164,385

Restaurant operating costs (excluding depreciation and amortization)

924,047

51,928

5,654

981,629

Restaurant margin

$

172,205

$

9,632

$

919

$

182,756

Depreciation and amortization

$

30,768

$

3,434

$

3,211

$

37,413

Capital expenditures

76,455

9,750

1,642

87,847

For the 26 Weeks Ended June 25, 2024

Texas Roadhouse

Bubba's 33

Other

Total

Restaurant and other sales

$

2,488,385

$

144,085

$

15,324

$

2,647,794

Restaurant operating costs (excluding depreciation and amortization)

2,044,610

119,356

12,770

2,176,736

Restaurant margin

$

443,775

$

24,729

$

2,554

$

471,058

Depreciation and amortization

$

70,955

$

7,811

$

5,642

$

84,408

Capital expenditures

132,933

18,533

4,012

155,478

For the 26 Weeks Ended June 27, 2023

Texas Roadhouse

Bubba's 33

Other

Total

Restaurant and other sales

$

2,197,178

$

122,929

$

11,861

$

2,331,968

Restaurant operating costs (excluding depreciation and amortization)

1,847,983

104,844

10,689

1,963,516

Restaurant margin

$

349,195

$

18,085

$

1,172

$

368,452

Depreciation and amortization

$

60,656

$

6,881

$

6,103

$

73,640

Capital expenditures

133,592

16,005

4,983

154,580

14

A reconciliation of restaurant margin to income from operations is presented below. We do not allocate interest income, net and equity income from investments in unconsolidated affiliates to reportable segments.

13 Weeks Ended

26 Weeks Ended

June 25, 2024

June 27, 2023

June 25, 2024

June 27, 2023

Restaurant margin

$

242,611

$

182,756

$

471,058

$

368,452

Add:

Franchise royalties and fees

7,560

6,818

14,625

13,591

Less:

Pre-opening

6,202

5,671

14,297

11,048

Depreciation and amortization

42,915

37,413

84,408

73,640

Impairment and closure, net

90

78

291

133

General and administrative

58,148

51,000

110,743

100,865

Income from operations

$

142,816

$

95,412

$

275,944

$

196,357

15

ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

CAUTIONARY STATEMENT

This report contains forward-looking statements based on our current expectations, estimates, and projections about our industry and certain assumptions made by us. Words such as "anticipates," "expects," "intends," "plans," "believes," "seeks," "estimates," "may," "will," and variations of these words or similar expressions are intended to identify forward-looking statements. In addition, any statements that refer to expectations, projections, or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Such statements are not guarantees of future performance and are subject to certain risks, uncertainties, and assumptions that are difficult to predict. Therefore, our actual results could differ materially and adversely from those expressed in any forward-looking statements as a result of various factors. The section entitled "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended December 26, 2023, and in Part II, Item 1A in this Form 10-Q, along with disclosures in our other Securities and Exchange Commission ("SEC") filings discuss some of the important risk factors that may affect our business, results of operations, or financial condition. You should carefully consider those risks, in addition to the other information in this report, and in our other filings with the SEC, before deciding to invest in our Company or to maintain or increase your investment. We undertake no obligation to revise or update publicly any forward-looking statements, except as may be required by applicable law. The information contained in this Form 10-Q is not a complete description of our business or the risks associated with an investment in our common stock. We urge you to carefully review and consider the various disclosures made by us in this report and in our other reports filed with the SEC that discuss our business in greater detail and advise interested parties of certain risks, uncertainties, and other factors that may affect our business, results of operations, or financial condition.

Our Company

Texas Roadhouse, Inc. is a growing restaurant company operating predominantly in the casual dining segment. Our late founder, W. Kent Taylor, started the Company in 1993 with the opening of the first Texas Roadhouse restaurant in Clarksville, Indiana. Since then, we have grown to three concepts with 762 restaurants in 49 states, one U.S. territory, and ten foreign countries. As of June 25, 2024, our 762 restaurants included:

650 company restaurants, of which 631 were wholly-owned and 19 were majority-owned.  The results of operations of company restaurants are included in our unaudited condensed consolidated statements of 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 unaudited condensed consolidated statements of income. Of the 650 company restaurants, we operated 594 as Texas Roadhouse restaurants, 48 as Bubba’s 33 restaurants, and eight as Jaggers restaurants.

112 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 from investments in unconsolidated affiliates in our unaudited condensed consolidated statements of income. Of the 112 franchise restaurants, 56 were domestic Texas Roadhouse restaurants, three were domestic Jaggers restaurants, and 53 were international Texas Roadhouse restaurants, including one restaurant in a U.S. territory.

We have contractual arrangements that grant us the right to acquire at pre-determined formulas the remaining equity interests in 17 of the 19 majority-owned company restaurants and 54 of the 59 domestic franchise restaurants.

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

16

Presentation of Financial and Operating Data

Throughout this report, the 13 weeks ended June 25, 2024 and June 27, 2023, are referred to as Q2 2024 and Q2 2023, respectively. The 26 weeks ended June 25, 2024, and June 27, 2023, are referred to as 2024 YTD and 2023 YTD, respectively. Fiscal year 2024 will be 53 weeks in length, with the fourth quarter 14 weeks in length. Fiscal year 2023 was 52 weeks in length, with the quarters 13 weeks in length.

Key Measures We Use to Evaluate Our Company

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

Comparable Restaurant Sales.  Comparable restaurant sales reflect 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 period measured excluding restaurants permanently closed during the period. Comparable restaurant sales can be impacted by changes in guest traffic counts or by changes in the 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.

Average Unit Volume.  Average unit volume represents the average quarterly, year-to-date, or annual restaurant sales for Texas Roadhouse and Bubba’s 33 restaurants open for a full six months before the beginning of the period measured excluding sales of restaurants permanently closed during the period, if applicable. Historically, average unit volume 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 the company average.

Store Weeks and New Restaurant Openings.  Store weeks represent the number of weeks that all company restaurants across 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 franchise 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 same trade area to be 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 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 core restaurant-level operating efficiency and performance over various reporting periods on a consistent basis.

In calculating restaurant margin, we exclude certain non-restaurant-level costs that support operations, including 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. A reconciliation of income from operations to restaurant margin is included in the Results of Operations section below.

17

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 our unaudited condensed consolidated statements of 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 international franchisees also typically pay an initial franchise fee and/or development fee for each new restaurant or territory.

Food and Beverage Costs.  Food and beverage costs consist of the costs of raw 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 relate to 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 market partners. These profit sharing expenses are reflected in restaurant other operating expenses. Restaurant labor expenses also include share-based compensation expense related to restaurant-level employees.

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

Restaurant Other Operating Expenses.  Restaurant other operating expenses consist of all other restaurant-level operating costs, the major components of which are credit card fees, profit sharing incentive compensation for our restaurant managing partners and market partners, utilities, supplies, general liability insurance, advertising, repairs and maintenance, property taxes, and outside services.

Pre-opening Expenses.  Pre-opening expenses, which are charged to operations as incurred, consist of expenses incurred before the opening of a new or relocated restaurant and consist principally of opening and training team compensation and benefits, travel expenses, rent, food, beverage, and other initial supplies and expenses. The majority of pre-opening costs incurred relate to the hiring and training of employees 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 each restaurant.

Depreciation and Amortization Expenses.  Depreciation and amortization expenses include the depreciation of fixed assets and amortization of intangibles with definite lives, substantially all of which relates to restaurant-level assets.

Impairment and Closure Costs, Net. Impairment and closure costs, net include any impairment of long-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 costs associated with closed or relocated restaurants.

General and Administrative Expenses. General and administrative expenses comprise expenses associated with corporate and administrative functions that support development and restaurant operations and provide an infrastructure to support future growth. This includes salary, incentive-based and share-based compensation

18

expense related to executive officers and Support Center employees, salary and share-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.

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

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 June 25, 2024, and June 27, 2023, we owned a 5.0% to 10.0% equity interest in 20 domestic franchise restaurants.

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-owned restaurants. Our consolidated subsidiaries include 19 and 20 majority-owned restaurants as of June 25, 2024 and June 27, 2023, respectively.

Q2 2024 Financial Highlights

Total revenue increased $170.0 million or 14.5% to $1,341.2 million in Q2 2024 compared to $1,171.2 million in Q2 2023 primarily due to an increase in comparable restaurant sales and store weeks. Comparable restaurant sales and store weeks increased 9.3% and 5.6%, respectively, at company restaurants in Q2 2024 compared to Q2 2023. The increase in comparable restaurant sales was due to an increase in guest traffic along with an increase in our per person average check. The increase in store weeks was due to new store openings.

Net income increased $37.8 million or 46.0% to $120.1 million in Q2 2024 compared to $82.3 million in Q2 2023 primarily due to higher restaurant margin dollars, as described below, partially offset by higher general and administrative and depreciation and amortization expenses. Diluted earnings per share increased 46.4% to $1.79 in Q2 2024 from $1.22 in Q2 2023 primarily due to the increase in net income.

Restaurant margin dollars increased $59.8 million or 32.7% to $242.6 million in Q2 2024 compared to $182.8 million in Q2 2023 primarily due to higher sales. Restaurant margin, as a percentage of restaurant and other sales, increased to 18.2% in Q2 2024 compared to 15.7% in Q2 2023.  The increase in restaurant margin, as a percentage of restaurant and other sales, was primarily driven by higher sales. The benefit of a higher average guest check and labor productivity more than offset wage and other labor inflation of 4.4% and commodity inflation of 0.4%.

In addition, during the 13 weeks ended June 25, 2024, we incurred $77.8 million of capital expenditures, paid dividends of $40.7 million, and repurchased $26.2 million of common stock.

19

Results of Operations

(in thousands)

13 Weeks Ended

26 Weeks Ended

June 25, 2024

June 27, 2023

June 25, 2024

June 27, 2023

  

$

  

%

  

$

  

%

  

$

  

%

  

$

  

%

Condensed Consolidated Statements of Income:

Revenue:

Restaurant and other sales

1,333,642

99.4

1,164,385

99.4

2,647,794

99.5

2,331,968

99.4

Franchise royalties and fees

7,560

0.6

6,818

0.6

14,625

0.5

13,591

0.6

Total revenue

1,341,202

100.0

1,171,203

100.0

2,662,419

100.0

2,345,559

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

436,001

32.7

401,204

34.5

881,092

33.3

811,915

34.8

Labor

438,212

32.8

391,337

33.6

865,759

32.7

777,156

33.3

Rent

19,956

1.5

17,996

1.5

39,381

1.5

35,824

1.5

Other operating

196,862

14.8

171,092

14.7

390,504

14.7

338,621

14.5

(As a percentage of total revenue)

Pre-opening

6,202

0.5

5,671

0.5

14,297

0.5

11,048

0.5

Depreciation and amortization

42,915

3.2

37,413

3.2

84,408

3.2

73,640

3.1

Impairment and closure, net

90

NM

78

NM

291

NM

133

NM

General and administrative

58,148

4.3

51,000

4.4

110,743

4.2

100,865

4.3

Total costs and expenses

1,198,386

89.4

1,075,791

91.9

2,386,475

89.6

2,149,202

91.6

Income from operations

142,816

10.6

95,412

8.1

275,944

10.4

196,357

8.4

Interest income, net

1,683

0.1

996

0.1

3,091

0.1

2,234

0.1

Equity income from investments in unconsolidated affiliates

286

NM

287

NM

543

NM

1,042

NM

Income before taxes

144,785

10.8

96,695

8.3

279,578

10.5

199,633

8.5

Income tax expense

21,710

1.6

12,270

1.0

40,513

1.5

26,604

1.1

Net income including noncontrolling interests

123,075

9.2

84,425

7.2

239,065

9.0

173,029

7.4

Net income attributable to noncontrolling interests

2,934

0.2

2,154

0.2

5,718

0.2

4,371

0.2

Net income attributable to Texas Roadhouse, Inc. and subsidiaries

120,141

9.0

82,271

7.0

233,347

8.8

168,658

7.2

NM — Not meaningful

20

Reconciliation of Income from Operations to Restaurant Margin

(in thousands)

13 Weeks Ended

26 Weeks Ended

June 25, 2024

June 27, 2023

June 25, 2024

June 27, 2023

Income from operations

$

142,816

$

95,412

$

275,944

$

196,357

Less:

Franchise royalties and fees

7,560

6,818

14,625

13,591

Add:

Pre-opening

6,202

5,671

14,297

11,048

Depreciation and amortization

42,915

37,413

84,408

73,640

Impairment and closure, net

90

78

291

133

General and administrative

58,148

51,000

110,743

100,865

Restaurant margin

$

242,611

$

182,756

$

471,058

$

368,452

Restaurant margin $/store week

$

28,855

$

22,961

$

28,222

$

23,232

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

18.2%

15.7%

17.8%

15.8%

See above for the definition of restaurant margin.

Restaurant Unit Activity

    

Total

Texas Roadhouse

Bubba's 33

    

Jaggers

Balance at December 26, 2023

 

741

686

45

 

10

Company openings

 

15

12

3

Franchise openings - Domestic

1

1

Franchise openings - International (1)

 

5

5

Balance at June 25, 2024

 

762

703

48

 

11

 

June 25, 2024

 

June 27, 2023

Company - Texas Roadhouse

 

594

566

Company - Bubba's 33

 

48

41

Company - Jaggers

 

8

7

Total company

650

614

Franchise - Texas Roadhouse - Domestic

 

56

54

Franchise - Jaggers - Domestic

3

Franchise - Texas Roadhouse - International (1)

 

53

41

Total franchise

112

95

Total

 

762

 

709

(1)Includes Puerto Rico.

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Q2 2024 compared to Q2 2023 and 2024 YTD compared to 2023 YTD

Restaurant and Other Sales 

Restaurant and other sales increased 14.5% in Q2 2024 compared to Q2 2023 and 13.5% in 2024 YTD compared to 2023 YTD. 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.

    

Q2 2024

    

Q2 2023

    

2024 YTD

    

2023 YTD

 

Company Restaurants:

Increase in store weeks

 

5.6

%

5.6

%

5.2

%

5.8

%

Increase in average unit volume

 

8.5

%

8.7

%

8.2

%

10.6

%

Other (1)

 

0.4

%

%

0.1

%

0.2

%

Total increase in restaurant sales

 

14.5

%

14.3

%

13.5

%

16.6

%

Other sales

%

0.1

%

%

0.1

%

Total increase in restaurant and other sales

14.5

%

14.4

%

13.5

%

16.7

%

Store weeks

 

8,408

7,960

16,691

15,860

Comparable restaurant sales

 

9.3

%

9.1

%

8.9

%

11.0

%

Texas Roadhouse restaurants:

Store weeks

7,708

7,343

15,302

14,647

Comparable restaurant sales

 

9.4

%

9.4

%

9.1

%

11.2

%

Average unit volume (in thousands) (2)

$

2,123

$

1,946

$

4,261

$

3,912

Weekly sales by group:

Comparable restaurants (553, 533, 549, and 527 units)

$

163,797

$

149,847

$

164,113

$

150,770

Average unit volume restaurants (20, 20, 17, and 22 units)

$

150,736

$

144,554

$

156,943

$

143,496

Restaurants less than six months old (21, 13, 28, and 17 units)

$

151,647

$

158,608

$

147,941

$

157,585

Bubba's 33 restaurants:

Store weeks

596

526

1,181

1,046

Comparable restaurant sales

5.5

%

3.9

%

4.7

%

6.4

%

Average unit volume (in thousands) (2)

$

1,580

$

1,514

$

3,133

$

3,044

Weekly sales by group:

Comparable restaurants (38, 35, 37, and 34 units)

$

122,868

$

117,906

$

122,518

$

117,181

Average unit volume restaurants (5, 3, 4, and 3 units)

$

111,244

$

99,324

$

101,695

$

115,846

Restaurants less than six months old (5, 3, 7, and 4 units)

$

142,429

$

123,594

$

132,824

$

120,459

(1)Includes the impact of the year-over-year change in sales volume of all Jaggers 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 during the period.

(2)Average unit volume includes restaurants open a full six to 18 months before the beginning of the period measured, excluding sales from restaurants permanently closed during the period, if applicable.

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The increases in restaurant sales for Q2 2024 and 2024 YTD were primarily attributable to an increase in store weeks and an increase in comparable restaurant sales. The increases in store weeks were driven by the opening of new restaurants. The increases in comparable restaurant sales were driven by an increase in guest traffic counts along with an increase in our per person average check as shown in the table below.

Q2 2024

    

Q2 2023

    

2024 YTD

    

2023 YTD

    

Guest traffic counts

4.5

%

4.7

%

4.5

%

6.2

%

Per person average check

4.8

%

4.4

%

4.4

%

4.8

%

Comparable restaurant sales growth

9.3

%

9.1

%

8.9

%

11.0

%

To-go sales as a percentage of restaurant sales were 12.6% in both Q2 2024 and Q2 2023 and were 12.8% and 12.7% in 2024 YTD and 2023 YTD, respectively.

Per person average check includes the benefit of a menu price increase of approximately 2.2% implemented in Q2 2024 and menu price increases of approximately 2.2% and 2.7% implemented in Q2 2023 and Q4 2023, respectively.

In 2024 YTD, we opened 12 Texas Roadhouse company restaurants and three Bubba’s 33 company restaurants. In 2024, we expect store week growth of approximately 7.5% 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 a reduction to other sales of $3.1 million and $3.5 million in Q2 2024 and Q2 2023, respectively, and $9.2 million and $8.6 million in 2024 YTD and 2023 YTD, respectively.

Franchise Royalties and Fees

Franchise royalties and fees increased by $0.7 million or 10.9% in Q2 2024 compared to Q2 2023 and increased by $1.0 million or 7.6% in 2024 YTD compared with 2023 YTD. The increases were due to comparable restaurant sales growth and new store openings partially offset by $0.3 million in Q2 2024 and $0.9 million in 2024 YTD related to the reclassification of certain items that were reported in general and administrative expenses in our unaudited condensed consolidated statements of income in Q2 2023 and 2023 YTD.

In 2024 YTD, our franchise partners opened five international Texas Roadhouse restaurants, including one in a U.S. territory, and one Jaggers domestic restaurant.

Food and Beverage Costs  

Food and beverage costs, as a percentage of restaurant and other sales, decreased to 32.7% in Q2 2024 compared to 34.5% in Q2 2023 and decreased to 33.3% in 2024 YTD compared to 34.8% in 2023 YTD. The decreases were primarily driven by the benefit of a higher average guest check partially offset by commodity inflation of 0.4% in Q2 2024 and 0.7% in 2024 YTD primarily due to higher beef costs.

In 2024, we expect commodity inflation of approximately 2% for the year with prices locked for approximately 40% of our remaining forecasted costs and the remainder subject to floating market prices.

Restaurant Labor Expenses

Restaurant labor expenses, as a percentage of restaurant and other sales, decreased to 32.8% in Q2 2024 compared to 33.6% in Q2 2023 and decreased to 32.7% in 2024 YTD compared to 33.3% in 2023 YTD. The decreases were primarily driven by the benefit of a higher average guest check and labor productivity partially offset by wage and other labor inflation of 4.4% in both Q2 2024 and 2024 YTD. Wage and other labor inflation was driven by higher wage and benefit expense due to labor market pressures along with increases in state-mandated minimum and tipped wage rates and increased investment in our people.

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In 2024, we anticipate our labor costs will continue to be pressured by wage and other labor inflation of 4% to 5%.

Restaurant Rent Expense

  

Restaurant rent expense, as a percentage of restaurant and other sales, was 1.5% for all periods presented. In Q2 2024 and 2024 YTD, higher rent expense at our newer restaurants was offset by the increase in average unit volume.

Restaurant Other Operating Expenses

Restaurant other operating expenses, as a percentage of restaurant and other sales, increased to 14.8% in Q2 2024 compared to 14.7% in Q2 2023 and increased to 14.7% in 2024 YTD compared to 14.5% in 2023 YTD. The increases were driven by an increase in general liability insurance expense of $0.5 million in Q2 2024 as compared to Q2 2023 and an increase of $4.9 million in 2024 YTD as compared to 2023 YTD as well as higher incentive compensation expense in both periods. These increases were partially offset by the increase in average unit volume and lower supplies expense. The increases in general liability insurance expense were due to unfavorable claims experience and an increase in retention levels.

Pre-opening Expenses  

Pre-opening expenses were $6.2 million in Q2 2024 compared to $5.7 million in Q2 2023 and $14.3 million in 2024 YTD compared to $11.0 million in 2023 YTD. The increases were primarily driven by an increase in the number and timing of new store openings. Pre-opening costs will fluctuate from quarter to quarter based on specific pre-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 Expense 

Depreciation and amortization expense, as a percentage of total revenue, was 3.2% in both Q2 2024 and Q2 2023 and increased to 3.2% in 2024 YTD compared to 3.1% in 2023 YTD. In Q2 2024, higher depreciation expense at our newer restaurants was offset by the increase in average unit volume. The increase in 2024 YTD was driven by higher depreciation expense at our newer restaurants and was partially offset by the increase in average unit volume.

Impairment and Closure Costs, Net

Impairment and closure costs, net were $0.1 million in both Q2 2024 and Q2 2023 and were $0.3 million in 2024 YTD compared to $0.1 million in 2023 YTD. In Q2 2024 and 2024 YTD, impairment and closure costs, net included closure costs related to one restaurant relocation.

General and Administrative Expenses

General and administrative expenses, as a percentage of total revenue, decreased to 4.3% in Q2 2024 compared to 4.4% in Q2 2023 and decreased to 4.2% in 2024 YTD compared to 4.3% in 2023 YTD. The decreases were primarily driven by the increase in average unit volume and a favorable legal settlement received in Q2 2024 partially offset by higher incentive compensation expense.

Interest Income, Net

Interest income, net was $1.7 million and $1.0 million in Q2 2024 and Q2 2023, respectively, and was $3.1 million and $2.2 million in 2024 YTD and 2023 YTD, respectively. The increases were driven by increased earnings on our cash and cash equivalents and decreased borrowings on our revolving credit facility.

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Equity Income from Investments in Unconsolidated Affiliates 

Equity income was $0.3 million in both Q2 2024 and Q2 2023 and was $0.5 million in 2024 YTD compared to $1.0 million in 2023 YTD. The decrease in 2024 YTD was primarily driven by a $0.6 million gain on the acquisition of four of these affiliates in 2023 YTD.

Income Tax Expense

Our effective tax rate was 15.0% in Q2 2024 compared to 12.7% in Q2 2023 and was 14.5% in 2024 YTD compared to 13.3% in 2023 YTD. The increases were primarily due to a decrease in the impact of the FICA tip and work opportunity tax credits, which was driven by increased profitability. For 2024, we expect an effective tax rate of approximately 14.5% based on forecasted operating results.

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.

Management uses restaurant margin as the primary measure for assessing performance of our segments. Restaurant margin (in dollars and as a percentage of 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 are included in Other. Restaurant margin is used by our CODM 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.

The following table presents a summary of restaurant margin by segment (in thousands):

13 Weeks Ended

June 25, 2024

June 27, 2023

Texas Roadhouse

$

228,562

18.3

%

$

172,205

15.7

%

Bubba's 33

 

12,559

17.1

 

9,632

15.6

Other

 

1,490

18.7

 

919

14.0

Total

$

242,611

18.2

%

$

182,756

15.7

%

26 Weeks Ended

June 25, 2024

June 27, 2023

Texas Roadhouse

$

443,775

17.8

%

$

349,195

15.9

%

Bubba's 33

 

24,729

17.2

 

18,085

14.7

Other

 

2,554

16.7

 

1,172

9.9

Total

$

471,058

17.8

%

$

368,452

15.8

%

In our Texas Roadhouse reportable segment, restaurant margin dollars increased $56.4 million or 32.7% in Q2 2024 and increased $94.6 million or 27.1% in 2024 YTD. The increases were primarily due to higher sales partially offset by wage and other labor inflation as well as higher general liability insurance expense in the 2024 YTD period.

In our Bubba’s 33 reportable segment, restaurant margin dollars increased $2.9 million or 30.4% in Q2 2024 and increased $6.6 million or 36.7% in 2024 YTD. The increases were primarily due to higher sales partially offset by wage and other labor inflation.

25

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):

26 Weeks Ended

    

June 25, 2024

    

June 27, 2023

Net cash provided by operating activities

$

377,347

$

288,233

Net cash used in investing activities

 

(146,155)

 

(186,004)

Net cash used in financing activities

 

(137,984)

 

(168,766)

Net increase (decrease) in cash and cash equivalents

$

93,208

$

(66,537)

Net cash provided by operating activities was $377.3 million in 2024 YTD compared to $288.2 million in 2023 YTD. This increase was primarily due to an increase in net income and a favorable change in working capital.

Our operations have not required significant working capital and, like many restaurant companies, we have been able to operate with negative working 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.

Net cash used in investing activities was $146.2 million in 2024 YTD compared to $186.0 million in 2023 YTD. The decrease was primarily due to the acquisition of eight domestic franchise restaurants for $39.1 million in Q1 2023.

We require capital principally for the development of new company restaurants, the refurbishment or relocation of existing restaurants and the acquisition of franchise restaurants, as applicable.  We either lease our restaurant site locations under operating leases for periods of five to 30 years (including renewal periods) or purchase the land when appropriate. As of June 25, 2024, we had developed 153 of the 650 company restaurants on land that we own.

The following table presents a summary of capital expenditures (in thousands):

26 Weeks Ended

   

June 25, 2024

June 27, 2023

New company restaurants

$

91,629

$

90,431

Refurbishment or expansion of existing restaurants

 

54,372

 

52,722

Relocation of existing restaurants

6,050

7,923

Capital expenditures related to Support Center office

3,427

3,504

Total capital expenditures

$

155,478

$

154,580

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, maintaining, or relocating restaurants and may also include costs necessary to ensure that our infrastructure is able to support a larger restaurant base.

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 revolving credit facility. In 2024, we expect capital expenditures of $360 million to $370 million.

Net cash used in financing activities was $138.0 million in 2024 YTD compared to $168.8 million in 2023 YTD. The decrease is primarily due to the $50 million repayment of our revolving credit facility in 2023 YTD partially offset by an increase in our quarterly dividend payment.

On February 14, 2024, our Board authorized the payment of a quarterly cash dividend of $0.61 per share of common stock compared to the quarterly dividend of $0.55 per share of common stock declared in 2023. The payment of quarterly dividends totaled $81.5 million and $73.7 million in 2024 YTD and 2023 YTD, respectively.

26

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.

During 2024 YTD and 2023 YTD, we paid $35.1 million and $33.1 million, respectively, to repurchase 222,666 shares and 306,726 shares, respectively, of our common stock. As of June 25, 2024, $81.7 million remained under our authorized stock repurchase program.

We maintain a 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 commercial lenders. The credit facility has a maturity date of May 1, 2026.

As of June 25, 2024 and December 26, 2023, we had no outstanding borrowings under the credit facility and had $295.3 million of availability, net of $4.7 million of outstanding letters of credit, respectively.

The interest rate for the credit facility as of June 25, 2024 and June 27, 2023 was 6.21% and 6.07%, 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 June 25, 2024.

Guarantees

As of June 25, 2024 and December 26, 2023, we were contingently liable for $9.9 million and $10.4 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 material liabilities have been recorded as of June 25, 2024 and December 26, 2023 as the likelihood of default was deemed to be less than probable and the fair value of the guarantees is not considered significant.

ITEM 3. 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 credit facility require us to pay interest on outstanding borrowings at SOFR, plus a fixed adjustment of 0.10%, plus a variable adjustment of 0.875% to 1.875% depending on our consolidated leverage ratio. As of June 25, 2024, we had no outstanding borrowings under our credit facility.

In an effort to secure high quality, low-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-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 financial results could be negatively affected.

27

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

ITEM 4. 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) and 15d-15(e) under the Exchange Act 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 June 25, 2024.

Changes in Internal Control

During the 13 weeks ended June 25, 2024, the Company implemented a new human capital management system. This implementation resulted in changes to certain processes and procedures that affected the Company’s internal control over financial reporting. Management will continue to evaluate and monitor these changes and assess the effectiveness of our internal control over financial reporting as of the end of our fiscal year.

Except for the changes noted above, there were no other changes in the Company’s internal control over financial reporting that occurred during the 13 weeks ended June 25, 2024 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

28

PART II — OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

Occasionally, we are a defendant in litigation arising 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 at varying retention levels, has had a material adverse effect on us during the periods covered by this report 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.

ITEM 1A. RISK FACTORS

Information regarding risk factors appears in our Annual Report on Form 10-K for the year ended December 26, 2023, under the heading "Special Note Regarding Forward-looking Statements" and in the Form 10-K Part I, Item 1A, Risk Factors. There have been no material changes from the risk factors previously disclosed in our Form 10-K for the fiscal year ended December 26, 2023.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

In 2008, our Board approved our first stock repurchase program. From inception through June 25, 2024, we have paid $718.6 million through our authorized stock repurchase programs to repurchase 21,719,134 shares of our common stock at an average price per share of $33.09. On March 17, 2022, our Board approved a stock repurchase program which authorized us to 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 through this program will be determined by management under parameters established by the Board, based on an evaluation of our stock price, market conditions and other corporate considerations, including complying with Rule 10b5-1 trading arrangements under the Exchange Act.

For the 13 weeks ended June 25, 2024, we paid $26.2 million to repurchase 162,404 shares of our common stock. As of June 25, 2024, $81.7 million remained authorized for stock repurchases.

    

    

    

    

Maximum Number

(or Approximate

Total Number of

Dollar Value)

Shares Purchased

of Shares that

Total Number

Average

as Part of Publicly

May Yet Be

of Shares

Price Paid

Announced Plans

Purchased Under the

Period

Purchased

per Share

or Programs

Plans or Programs

March 27 to April 23

 

58,404

$

150.93

 

58,404

$

99,126,873

April 24 to May 21

 

43,000

$

163.50

 

43,000

$

92,096,376

May 22 to June 25

 

61,000

$

169.69

 

61,000

$

81,745,352

Total

 

162,404

 

162,404

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.  MINE SAFETY DISCLOSURES

Not applicable.

29

ITEM 5.  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 Exchange Act that adopted a Rule 10b5-1 trading arrangement during the 13 weeks ended June 25, 2024. 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

Christopher C. Colson

Chief Legal and Administrative Officer

5/9/2024

1/31/2025

1,280

(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 June 25, 2024.

ITEM 6. EXHIBITS

Exhibit No.

    

Description

3.1

Restated Certificate of Incorporation for Texas Roadhouse, Inc. dated as of May 16, 2024 (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K dated May 16, 2024)

3.2

Amended and Restated Bylaws for Texas Roadhouse, Inc. dated as of May 16, 2024 (incorporated by reference to Exhibit 3.3 to the Registrant’s Current Report on Form 8-K dated May 16, 2024)

10.1

Third Amendment to Employment Agreement between Texas Roadhouse Management Corp. and Gerald L. Morgan dated May 22, 2024

31.1

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

31.2

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

31.3

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

32.1

Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS

Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

Cover page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

30

SIGNATURES

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

TEXAS ROADHOUSE, INC.

Date: August 2, 2024

By:

/s/ GERALD L. MORGAN

Gerald L. Morgan

Chief Executive Officer

(Principal Executive Officer)

Date: August 2, 2024

By:

/s/ D. CHRISTOPHER MONROE

D. Christopher Monroe

Chief Financial Officer

(Principal Financial Officer)

Date: August 2, 2024

By:

/s/ KEITH V. HUMPICH

Keith V. Humpich

Vice President of Finance

(Principal Accounting Officer)

31

Exhibit 10.1

THIRD AMENDMENT TO EMPLOYMENT AGREEMENT

THIS THIRD AMENDMENT TO EMPLOYMENT AGREEMENT (this “Third Amendment”) is entered into this 22nd day of May, 2024 by and between TEXAS ROADHOUSE MANAGEMENT CORP., a Kentucky corporation (the “Company”), and GERALD L. MORGAN, an individual resident of the Commonwealth of Kentucky (“Executive”).

W I T N E S S E T H:

WHEREAS, the Company and Executive are parties to the Employment Agreement dated December 30, 2020 with an effective date of January 8, 2021, as amended by that certain First Amendment to Employment Agreement dated March 31, 2021 and Second Amendment to Employment Agreement dated January 9, 2023 (as amended, the “Employment Agreement”) relating to Executive’s service as Chief Executive Officer of Texas Roadhouse, Inc., a Delaware corporation (the “Corporation”); and

WHEREAS, the Board of Directors of the Corporation desires to amend the Employment Agreement to eliminate the reference to an irrevocable letter of resignation as currently set forth in Section 5(b) of the Employment Agreement.

NOW THEREFORE, in consideration of the mutual covenants made herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1.Recitals; Defined Terms. The recitals set forth above are true and accurate and are hereby incorporated herein by reference. Except as specifically set forth herein, all capitalized terms shall have the same meanings as set forth in the Employment Agreement.

2.Amendment of Section 5(b) of the Employment Agreement. Section 5(b) of the Employment Agreement is hereby amended so it shall read in its entirety as follows:

(b)[Reserved].

3.Miscellaneous. Except as expressly amended herein, all of the terms and conditions of the Employment Agreement shall remain in full force and effect. This Third Amendment may be executed in counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument. This Third Amendment shall be binding on the parties when executed and delivered by the parties to one another by electronic transmission. In the event of a conflict between the terms of this Third Amendment and the Employment Agreement, the terms of this Third Amendment shall govern.

[Signatures Appear on Following Page]


IN WITNESS WHEREOF, the parties have executed and delivered this Third Amendment as of the date first written above.

THE COMPANY:

TEXAS ROADHOUSE MANAGEMENT CORP.,

a Kentucky corporation

By:

/s/ Christopher C. Colson

Name:

Christopher C. Colson

Title:

Secretary

EXECUTIVE:

By:

/s/ Gerald L. Morgan

GERALD L. MORGAN, an individual resident

of the Commonwealth of Kentucky


Exhibit 31.1

CERTIFICATIONS PURSUANT TO SECTION 302 OF SARBANES-OXLEY ACT

I, Gerald L. Morgan, certify that:

1.      I have reviewed this report on Form 10-Q of Texas Roadhouse, Inc.;

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

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

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

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

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

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

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

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

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

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

Date: August 2, 2024

By:

/s/ GERALD L. MORGAN

Gerald L. Morgan

Chief Executive Officer

(Principal Executive Officer)

1


Exhibit 31.2

CERTIFICATIONS PURSUANT TO SECTION 302 OF SARBANES-OXLEY ACT

I, D. Christopher Monroe, certify that:

1.       I have reviewed this report on Form 10-Q of Texas Roadhouse, Inc.;

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

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

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

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

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

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

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

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

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

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

Date: August 2, 2024

By:

/s/ D. CHRISTOPHER MONROE

D. Christopher Monroe

Chief Financial Officer

(Principal Financial Officer)

1


Exhibit 31.3

CERTIFICATIONS PURSUANT TO SECTION 302 OF SARBANES-OXLEY ACT

I, Keith V. Humpich, certify that:

1.       I have reviewed this report on Form 10-Q of Texas Roadhouse, Inc.;

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

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

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

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

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

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

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

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

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

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

Date: August 2, 2024

By:

/s/ KEITH V. HUMPICH

Keith V. Humpich

Vice President of Finance

(Principal Accounting Officer)

1


Exhibit 32.1

CERTIFICATIONS PURSUANT TO 18 U.S.C. SECTION 1350

Each of the undersigned officers of Texas Roadhouse, Inc. (the "Company") certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)     The Quarterly Report on Form 10-Q of the Company for the quarterly period ended June 25, 2024 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and

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

Date: August 2, 2024

By:

/s/ GERALD L. MORGAN

Gerald L. Morgan

Chief Executive Officer

(Principal Executive Officer)

Date: August 2, 2024

By:

/s/ D. CHRISTOPHER MONROE

D. Christopher Monroe

Chief Financial Officer

(Principal Financial Officer)

Date: August 2, 2024

By:

/s/ KEITH V. HUMPICH

Keith V. Humpich

Vice President of Finance

(Principal Accounting Officer)

1


v3.24.2.u1
Document and Entity Information - shares
6 Months Ended
Jun. 25, 2024
Jul. 24, 2024
Cover [Abstract]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Jun. 25, 2024  
Document Transition Report false  
Entity File Number 000-50972  
Entity Registrant Name Texas Roadhouse, Inc.  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 20-1083890  
Entity Address, Address Line One 6040 Dutchmans Lane  
Entity Address, City or Town Louisville  
Entity Address, State or Province KY  
Entity Address, Postal Zip Code 40205  
City Area Code 502  
Local Phone Number 426-9984  
Title of 12(b) Security Common Stock  
Trading Symbol TXRH  
Security Exchange Name NASDAQ  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   66,676,650
Entity Central Index Key 0001289460  
Current Fiscal Year End Date --12-31  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q2  
Amendment Flag false  
v3.24.2.u1
Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands
Jun. 25, 2024
Dec. 26, 2023
Current assets:    
Cash and cash equivalents $ 197,454 $ 104,246
Receivables, net of allowance for doubtful accounts of $27 at June 25, 2024 and $35 at December 26, 2023 68,599 175,474
Inventories, net 41,199 38,320
Prepaid income taxes 0 3,262
Prepaid expenses and other current assets 26,034 35,172
Total current assets 333,286 356,474
Property and equipment, net of accumulated depreciation of $1,155,242 at June 25, 2024 and $1,078,855 at December 26, 2023 1,523,393 1,474,722
Operating lease right-of-use assets, net 726,378 694,014
Goodwill 169,684 169,684
Intangible assets, net of accumulated amortization of $22,039 at June 25, 2024 and $20,929 at December 26, 2023 2,374 3,483
Other assets 106,796 94,999
Total assets 2,861,911 2,793,376
Current liabilities:    
Current portion of operating lease liabilities 28,308 27,411
Accounts payable 136,789 131,638
Deferred revenue-gift cards 250,485 373,913
Accrued wages 84,920 68,062
Income taxes payable 6,073 112
Accrued taxes and licenses 45,580 42,758
Other accrued liabilities 92,172 101,540
Total current liabilities 644,327 745,434
Operating lease liabilities, net of current portion 779,517 743,476
Restricted stock and other deposits 9,617 8,893
Deferred tax liabilities, net 17,733 23,104
Other liabilities 133,027 114,958
Total liabilities 1,584,221 1,635,865
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, 66,727,898 and 66,789,464 shares issued and outstanding at June 25, 2024 and December 26, 2023, respectively) 67 67
Retained earnings 1,262,569 1,141,595
Total Texas Roadhouse, Inc. and subsidiaries stockholders' equity 1,262,636 1,141,662
Noncontrolling interests 15,054 15,849
Total equity 1,277,690 1,157,511
Total liabilities and equity $ 2,861,911 $ 2,793,376
v3.24.2.u1
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Thousands
Jun. 25, 2024
Dec. 26, 2023
Condensed Consolidated Balance Sheets    
Receivables, allowance for doubtful accounts (in dollars) $ 27 $ 35
Property and equipment, accumulated depreciation (in dollars) 1,155,242 1,078,855
Intangible assets, accumulated amortization (in dollars) $ 22,039 $ 20,929
Preferred stock, par value (in dollars per share) $ 0.001 $ 0.001
Preferred stock, shares authorized 1,000,000 1,000,000
Preferred stock, shares issued 0 0
Preferred stock, shares outstanding 0 0
Common stock, par value (in dollars per share) $ 0.001 $ 0.001
Common stock, shares authorized 100,000,000 100,000,000
Common stock, shares issued 66,727,898 66,789,464
Common stock, shares outstanding 66,727,898 66,789,464
v3.24.2.u1
Condensed Consolidated Statements of Income - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended 6 Months Ended
Jun. 25, 2024
Jun. 27, 2023
Jun. 25, 2024
Jun. 27, 2023
Revenue:        
Total revenue $ 1,341,202 $ 1,171,203 $ 2,662,419 $ 2,345,559
Restaurant operating costs (excluding depreciation and amortization shown separately below):        
Food and beverage 436,001 401,204 881,092 811,915
Labor 438,212 391,337 865,759 777,156
Rent 19,956 17,996 39,381 35,824
Other operating 196,862 171,092 390,504 338,621
Pre-opening 6,202 5,671 14,297 11,048
Depreciation and amortization 42,915 37,413 84,408 73,640
Impairment and closure, net 90 78 291 133
General and administrative 58,148 51,000 110,743 100,865
Total costs and expenses 1,198,386 1,075,791 2,386,475 2,149,202
Income from operations 142,816 95,412 275,944 196,357
Interest income, net 1,683 996 3,091 2,234
Equity income from investments in unconsolidated affiliates 286 287 543 1,042
Income before taxes 144,785 96,695 279,578 199,633
Income tax expense 21,710 12,270 40,513 26,604
Net income including noncontrolling interests 123,075 84,425 239,065 173,029
Less: Net income attributable to noncontrolling interests 2,934 2,154 5,718 4,371
Net income attributable to Texas Roadhouse, Inc. and subsidiaries $ 120,141 $ 82,271 $ 233,347 $ 168,658
Net income per common share attributable to Texas Roadhouse, Inc. and subsidiaries:        
Basic $ 1.80 $ 1.23 $ 3.49 $ 2.52
Diluted $ 1.79 $ 1.22 $ 3.48 $ 2.51
Weighted average shares outstanding:        
Basic 66,785 66,974 66,814 66,995
Diluted 67,044 67,229 67,077 67,261
Cash dividends declared per share $ 0.61 $ 0.55 $ 1.22 $ 1.10
Restaurant and other sales        
Revenue:        
Total revenue $ 1,333,642 $ 1,164,385 $ 2,647,794 $ 2,331,968
Franchise royalties and fees        
Revenue:        
Total revenue $ 7,560 $ 6,818 $ 14,625 $ 13,591
v3.24.2.u1
Condensed Consolidated Statements of Stockholders' Equity - USD ($)
Total Texas Roadhouse, Inc. and Subsidiaries
Common Stock
Additional Paid in Capital
Retained Earnings
Noncontrolling Interests
Total
Balance at Dec. 27, 2022 $ 1,012,638,000 $ 67,000 $ 13,139,000 $ 999,432,000 $ 15,024,000 $ 1,027,662,000
Balance (in shares) at Dec. 27, 2022   66,973,311        
Increase (Decrease) in Stockholders' Equity            
Net income 168,658,000 $ 0 0 168,658,000 4,371,000 173,029,000
Distributions to noncontrolling interest holders 0 0 0 0 (4,127,000) (4,127,000)
Dividends declared (73,698,000) 0 0 (73,698,000) 0 (73,698,000)
Shares issued under share-based compensation plans including tax effects 0 $ 0 0 0 0 0
Shares issued under share-based compensation plans including tax effects (in shares)   256,167        
Indirect repurchase of shares for minimum tax withholdings (8,239,000) $ 0 (8,239,000) 0 0 (8,239,000)
Indirect repurchase of shares for minimum tax withholdings (in shares)   (79,296)        
Repurchase of shares of common stock, including excise tax as applicable (33,121,000) $ 0 (21,644,000) (11,477,000) 0 $ (33,121,000)
Repurchase of shares of common stock, including excise tax as applicable (in shares)   (306,726)       (306,726)
Share-based compensation 16,744,000 $ 0 16,744,000 0 0 $ 16,744,000
Balance at Jun. 27, 2023 1,082,982,000 $ 67,000 0 1,082,915,000 15,268,000 1,098,250,000
Balance (in shares) at Jun. 27, 2023   66,843,456        
Balance at Mar. 28, 2023 1,055,248,000 $ 67,000 6,240,000 1,048,941,000 15,291,000 1,070,539,000
Balance (in shares) at Mar. 28, 2023   67,000,306        
Increase (Decrease) in Stockholders' Equity            
Net income 82,271,000 $ 0 0 82,271,000 2,154,000 84,425,000
Distributions to noncontrolling interest holders 0 0 0 0 (2,177,000) (2,177,000)
Dividends declared (36,820,000) 0 0 (36,820,000) 0 (36,820,000)
Shares issued under share-based compensation plans including tax effects 0 $ 0 0 0 0 0
Shares issued under share-based compensation plans including tax effects (in shares)   82,547        
Indirect repurchase of shares for minimum tax withholdings (2,809,000) $ 0 (2,809,000) 0 0 (2,809,000)
Indirect repurchase of shares for minimum tax withholdings (in shares)   (25,422)        
Repurchase of shares of common stock, including excise tax as applicable (23,498,000) $ 0 (12,021,000) (11,477,000) 0 $ (23,498,000)
Repurchase of shares of common stock, including excise tax as applicable (in shares)   (213,975)       (213,975)
Share-based compensation 8,590,000 $ 0 8,590,000 0 0 $ 8,590,000
Balance at Jun. 27, 2023 1,082,982,000 $ 67,000 0 1,082,915,000 15,268,000 1,098,250,000
Balance (in shares) at Jun. 27, 2023   66,843,456        
Balance at Dec. 26, 2023 1,141,662,000 $ 67,000 0 1,141,595,000 15,849,000 $ 1,157,511,000
Balance (in shares) at Dec. 26, 2023   66,789,464       66,789,464
Increase (Decrease) in Stockholders' Equity            
Net income 233,347,000 $ 0 0 233,347,000 5,718,000 $ 239,065,000
Distributions to noncontrolling interest holders 0 0 0 0 (5,625,000) (5,625,000)
Acquisition of noncontrolling interest (3,274,000) 0 (3,274,000) 0 (888,000) (4,162,000)
Dividends declared (81,509,000) 0 0 (81,509,000) 0 (81,509,000)
Shares issued under share-based compensation plans including tax effects 0 $ 0 0 0 0 0
Shares issued under share-based compensation plans including tax effects (in shares)   234,784        
Indirect repurchase of shares for minimum tax withholdings (10,829,000) $ 0 (10,829,000) 0 0 (10,829,000)
Indirect repurchase of shares for minimum tax withholdings (in shares)   (73,684)        
Repurchase of shares of common stock, including excise tax as applicable (35,139,000) $ 0 (4,275,000) (30,864,000) 0 $ (35,139,000)
Repurchase of shares of common stock, including excise tax as applicable (in shares)   (222,666)       (222,666)
Share-based compensation 18,378,000 $ 0 18,378,000 0 0 $ 18,378,000
Balance at Jun. 25, 2024 1,262,636,000 $ 67,000 0 1,262,569,000 15,054,000 $ 1,277,690,000
Balance (in shares) at Jun. 25, 2024   66,727,898       66,727,898
Balance at Mar. 26, 2024 1,207,186,000 $ 67,000 0 1,207,119,000 15,930,000 $ 1,223,116,000
Balance (in shares) at Mar. 26, 2024   66,846,291        
Increase (Decrease) in Stockholders' Equity            
Net income 120,141,000 $ 0 0 120,141,000 2,934,000 123,075,000
Distributions to noncontrolling interest holders 0 0 0 0 (2,922,000) (2,922,000)
Acquisition of noncontrolling interest (3,274,000) 0 (3,274,000) 0 (888,000) (4,162,000)
Dividends declared (40,718,000) 0 0 (40,718,000) 0 (40,718,000)
Shares issued under share-based compensation plans including tax effects 0 $ 0 0 0 0 0
Shares issued under share-based compensation plans including tax effects (in shares)   63,525        
Indirect repurchase of shares for minimum tax withholdings (3,356,000) $ 0 (3,356,000) 0 0 (3,356,000)
Indirect repurchase of shares for minimum tax withholdings (in shares)   (19,514)        
Repurchase of shares of common stock, including excise tax as applicable (26,198,000) $ 0 (2,225,000) (23,973,000) 0 $ (26,198,000)
Repurchase of shares of common stock, including excise tax as applicable (in shares)   (162,404)       (162,404)
Share-based compensation 8,855,000 $ 0 8,855,000 0 0 $ 8,855,000
Balance at Jun. 25, 2024 $ 1,262,636,000 $ 67,000 $ 0 $ 1,262,569,000 $ 15,054,000 $ 1,277,690,000
Balance (in shares) at Jun. 25, 2024   66,727,898       66,727,898
v3.24.2.u1
Condensed Consolidated Statements of Stockholders' Equity (Parenthetical) - $ / shares
3 Months Ended 6 Months Ended
Jun. 25, 2024
Jun. 27, 2023
Jun. 25, 2024
Jun. 27, 2023
Condensed Consolidated Statements of Stockholders' Equity        
Dividends declared (in dollars per share) $ 0.61 $ 0.55 $ 1.22 $ 1.10
v3.24.2.u1
Condensed Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
6 Months Ended
Jun. 25, 2024
Jun. 27, 2023
Cash flows from operating activities:    
Net income including noncontrolling interests $ 239,065 $ 173,029
Adjustments to reconcile net income to net cash provided by operating activities:    
Depreciation and amortization 84,408 73,640
Deferred income taxes (4,254) 1,767
Loss on disposition of assets 1,646 3,475
Impairment and closure costs 26 39
Equity income from investments in unconsolidated affiliates (543) (1,042)
Distributions of income received from investments in unconsolidated affiliates 541 358
Provision for doubtful accounts (8) 1
Share-based compensation expense 18,378 16,744
Changes in operating working capital, net of acquisitions:    
Receivables 106,883 90,501
Inventories (2,879) 303
Prepaid expenses and other current assets 9,138 5,111
Other assets (10,377) (10,119)
Accounts payable 11,293 14,365
Deferred revenue-gift cards (123,428) (110,436)
Accrued wages 16,858 12,620
Prepaid income taxes and income taxes payable 9,220 5,224
Accrued taxes and licenses 3,338 5,346
Other accrued liabilities (3,540) (7,624)
Operating lease right-of-use assets and lease liabilities 3,515 3,178
Other liabilities 18,067 11,753
Net cash provided by operating activities 377,347 288,233
Cash flows from investing activities:    
Capital expenditures-property and equipment (155,478) (154,580)
Acquisition of franchise restaurants, net of cash acquired 0 (39,153)
Proceeds from sale of investments in unconsolidated affiliates 0 632
Proceeds from the sale of property and equipment 197 0
Proceeds from sale leaseback transactions 9,126 7,097
Net cash used in investing activities (146,155) (186,004)
Cash flows from financing activities:    
Payments on revolving credit facility 0 (50,000)
Distributions to noncontrolling interest holders (5,625) (4,127)
Acquisition of noncontrolling interest (5,279) 0
Proceeds from restricted stock and other deposits, net 397 356
Indirect repurchase of shares for minimum tax withholdings (10,829) (8,239)
Repurchase of shares of common stock (35,139) (33,058)
Dividends paid to shareholders (81,509) (73,698)
Net cash used in financing activities (137,984) (168,766)
Net increase (decrease) in cash and cash equivalents 93,208 (66,537)
Cash and cash equivalents-beginning of period 104,246 173,861
Cash and cash equivalents-end of period 197,454 107,324
Supplemental disclosures of cash flow information:    
Interest paid, net of amounts capitalized 454 638
Income taxes paid 35,768 19,613
Capital expenditures included in current liabilities $ 35,565 $ 36,268
v3.24.2.u1
Basis of Presentation
6 Months Ended
Jun. 25, 2024
Description of Business  
Basis of Presentation

(1)  Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include the accounts of Texas Roadhouse, Inc., our wholly owned subsidiaries and subsidiaries in which we have a controlling interest (collectively, the "Company," "we," "our" and/or "us") as of June 25, 2024 and December 26, 2023 and for the 13 and 26 weeks ended June 25, 2024 and June 27, 2023.

The Company maintains three restaurant concepts operating as Texas Roadhouse, Bubba’s 33, and Jaggers. As of June 25, 2024, we owned and operated 650 restaurants and franchised an additional 112 restaurants in 49 states, one U.S. territory, and ten foreign countries. Of the 112 franchise restaurants, there were 59 domestic restaurants and 53 international restaurants, including one in a U.S. territory. As of June 27, 2023, we owned and operated 614 restaurants and franchised an additional 95 restaurants in 49 states and ten foreign countries. Of the 95 franchise restaurants, there were 54 domestic restaurants and 41 international restaurants.

As of June 25, 2024 and June 27, 2023, we owned a majority interest in 19 and 20 company restaurants, respectively. 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 unaudited condensed consolidated statements of income.

As of June 25, 2024 and June 27, 2023, we owned a 5.0% to 10.0% equity interest in 20 domestic franchise restaurants. These unconsolidated restaurants are accounted for using the equity method. Our investments in these unconsolidated affiliates are included in other assets in our unaudited condensed consolidated balance sheets, and we record our percentage share of net income earned by these unconsolidated affiliates in our unaudited condensed consolidated statements of income under equity income 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.

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 unaudited condensed consolidated financial statements, and the reporting of revenue and expenses during the periods to prepare these unaudited condensed 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.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary to present fairly our unaudited condensed consolidated financial statements for the periods presented. The unaudited condensed consolidated financial statements have been prepared in accordance with GAAP, except that certain information and footnotes have been condensed or omitted pursuant to rules and regulations of the Securities and Exchange Commission. Operating results for the 13 and 26 weeks ended June 25, 2024 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2024. The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 26, 2023.

Our significant interim accounting policies include the recognition of income taxes using an estimated annual effective tax rate.

v3.24.2.u1
Recent Accounting Pronouncements
6 Months Ended
Jun. 25, 2024
Recent Accounting Pronouncements  
Recent Accounting Pronouncements

(2) Recent Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosure. This ASU primarily requires 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 chief operating decision maker ("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 and expect to provide additional detail and disclosures under this new guidance.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU primarily requires 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 and expect to provide additional detail and disclosures under this new guidance.

v3.24.2.u1
Long-term Debt
6 Months Ended
Jun. 25, 2024
Long-term Debt  
Long-term Debt

(3)   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 commercial lenders. The credit facility has a maturity date of May 1, 2026.

We are required to pay interest on outstanding borrowings at the Term Secured Overnight Financing Rate ("SOFR"), plus a fixed adjustment of 0.10% and a variable adjustment of 0.875% to 1.875% depending on our consolidated leverage ratio.

As of June 25, 2024 and December 26, 2023, we had no outstanding borrowings under the credit facility and had $295.3 million of availability, net of $4.7 million of outstanding letters of credit.

The interest rate for the credit facility as of June 25, 2024 and June 27, 2023 was 6.21% and 6.07%, 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 June 25, 2024.

v3.24.2.u1
Revenue
6 Months Ended
Jun. 25, 2024
Revenue  
Revenue

(4) Revenue

The following table disaggregates our revenue by major source:

13 Weeks Ended

26 Weeks Ended

June 25, 2024

June 27, 2023

June 25, 2024

June 27, 2023

Restaurant and other sales

$

1,333,642

$

1,164,385

$

2,647,794

$

2,331,968

Franchise royalties

6,945

6,045

13,793

12,064

Franchise fees

615

773

832

1,527

Total revenue

$

1,341,202

$

1,171,203

$

2,662,419

$

2,345,559

The following table presents a rollforward of deferred revenue-gift cards:

13 Weeks Ended

26 Weeks Ended

June 25, 2024

June 27, 2023

June 25, 2024

June 27, 2023

Beginning balance

$

266,482

$

240,729

$

373,913

$

335,403

Gift card activations, net of third-party fees

78,643

67,991

134,882

118,554

Gift card redemptions and breakage

(94,640)

(82,590)

(258,310)

(227,827)

Ending balance

$

250,485

$

226,130

$

250,485

$

226,130

We recognized restaurant sales of $46.1 million and $184.0 million for the 13 and 26 weeks ended June 25, 2024, respectively, related to amounts in deferred revenue as of December 26, 2023. We recognized restaurant sales of $45.5 million and $165.1 million for the 13 and 26 weeks ended June 27, 2023, respectively, related to amounts in deferred revenue as of December 27, 2022.

v3.24.2.u1
Income Taxes
6 Months Ended
Jun. 25, 2024
Income Taxes  
Income Taxes

(5) Income Taxes

The effective tax rate was 15.0% and 12.7% for the 13 weeks ended June 25, 2024 and June 27, 2023, respectively. The effective tax rate was 14.5% and 13.3% for the 26 weeks ended June 25, 2024 and June 27, 2023, respectively. The increase in our tax rate for the 13 and 26 weeks ended June 25, 2024 as compared to the prior year periods was primarily due to a decrease in the impact of the FICA tip and work opportunity tax credits, which was driven by increased profitability.

v3.24.2.u1
Commitments and Contingencies
6 Months Ended
Jun. 25, 2024
Commitments and Contingencies  
Commitments and Contingencies

(6)

Commitments and Contingencies

The estimated cost of completing capital project commitments at June 25, 2024 and December 26, 2023 was $258.9 million and $237.4 million, respectively.

As of June 25, 2024 and December 26, 2023, we were contingently liable for $9.9 million and $10.4 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 material liabilities have been recorded as of June 25, 2024 and December 26, 2023, as the likelihood of default was deemed to be less than probable and the fair value of the guarantees is not considered significant.

During the 13 and 26 weeks ended June 25, 2024 and June 27, 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, 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 at varying retention levels, has had a material adverse 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.

v3.24.2.u1
Acquisitions
6 Months Ended
Jun. 25, 2024
Acquisitions  
Acquisitions

(7)   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 unaudited condensed consolidated statements of income.

These transactions were accounted for using the acquisition method as defined in Accounting Standards Codification 805, Business Combinations. These acquisitions are consistent with our long-term strategy to increase net income and earnings per share.

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

$

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

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.

v3.24.2.u1
Related Party Transactions
6 Months Ended
Jun. 25, 2024
Related Party Transactions  
Related Party Transactions

(8)   Related Party Transactions

As of June 25, 2024 and June 27, 2023, 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 $0.5 million for both of the 13 weeks ended June 25, 2024 and June 27, 2023 related to the four franchise restaurants. We recognized revenue of $1.0 million for both the 26 weeks ended June 25, 2024 and June 27, 2023 related to the four franchise restaurants.

v3.24.2.u1
Earnings Per Share
6 Months Ended
Jun. 25, 2024
Earnings Per Share  
Earnings Per Share

(9)   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 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.

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 unaudited condensed consolidated statements of income:

13 Weeks Ended

26 Weeks Ended

    

June 25, 2024

    

June 27, 2023

    

June 25, 2024

    

June 27, 2023

Net income attributable to Texas Roadhouse, Inc. and subsidiaries

$

120,141

$

82,271

$

233,347

$

168,658

Basic EPS:

Weighted-average common shares outstanding

 

66,785

66,974

66,814

66,995

Basic EPS

$

1.80

$

1.23

$

3.49

$

2.52

Diluted EPS:

Weighted-average common shares outstanding

 

66,785

66,974

66,814

66,995

Dilutive effect of nonvested stock units

 

259

255

263

266

Shares-diluted

 

67,044

 

67,229

 

67,077

 

67,261

Diluted EPS

$

1.79

$

1.22

$

3.48

$

2.51

v3.24.2.u1
Fair Value Measurements
6 Months Ended
Jun. 25, 2024
Fair Value Measurements  
Fair Value Measurements

(10) Fair Value Measurements

At June 25, 2024 and December 26, 2023, 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. There were no transfers among levels within the fair value hierarchy during the 13 and 26 weeks ended June 25, 2024.

The following table presents the fair values for our financial assets and liabilities measured on a recurring basis:

Fair Value Measurements

    

Level

    

June 25, 2024

    

December 26, 2023

Deferred compensation plan—assets

 

1

$

91,765

$

81,316

Deferred compensation plan—liabilities

 

1

$

(91,765)

$

(81,222)

We report the accounts of the deferred compensation plan in other assets and the corresponding liability in other liabilities in our unaudited condensed consolidated balance sheets. 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 unaudited condensed consolidated statements of income.

v3.24.2.u1
Stock Repurchase Program
6 Months Ended
Jun. 25, 2024
Stock Repurchase Program.  
Stock Repurchase Program

(11) Stock Repurchase Program

On March 17, 2022, our Board of Directors (the "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, including complying with Rule 10b5-1 trading arrangements under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

For the 13 and 26 weeks ended June 25, 2024, we paid $26.2 million and $35.1 million to repurchase 162,404 shares and 222,666 shares of our common stock, respectively. For the 13 and 26 weeks ended June 27, 2023, we paid $23.4 million and $33.1 million to repurchase 213,975 shares and 306,726 shares of our common stock, respectively. As of June 25, 2024, $81.7 million remained under our authorized stock repurchase program.

v3.24.2.u1
Segment Information
6 Months Ended
Jun. 25, 2024
Segment Information  
Segment Information

(12) 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.

Management uses restaurant margin as the primary 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 restaurant-level operating efficiency and performance.

In calculating restaurant margin, we exclude certain non-restaurant-level costs that support operations, including 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.

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:

For the 13 Weeks Ended June 25, 2024

Texas Roadhouse

Bubba's 33

Other

Total

Restaurant and other sales

$

1,252,247

$

73,435

$

7,960

$

1,333,642

Restaurant operating costs (excluding depreciation and amortization)

1,023,685

60,876

6,470

1,091,031

Restaurant margin

$

228,562

$

12,559

$

1,490

$

242,611

Depreciation and amortization

$

36,199

$

3,944

$

2,772

$

42,915

Capital expenditures

65,103

10,574

2,129

77,806

For the 13 Weeks Ended June 27, 2023

Texas Roadhouse

Bubba's 33

Other

Total

Restaurant and other sales

$

1,096,252

$

61,560

$

6,573

$

1,164,385

Restaurant operating costs (excluding depreciation and amortization)

924,047

51,928

5,654

981,629

Restaurant margin

$

172,205

$

9,632

$

919

$

182,756

Depreciation and amortization

$

30,768

$

3,434

$

3,211

$

37,413

Capital expenditures

76,455

9,750

1,642

87,847

For the 26 Weeks Ended June 25, 2024

Texas Roadhouse

Bubba's 33

Other

Total

Restaurant and other sales

$

2,488,385

$

144,085

$

15,324

$

2,647,794

Restaurant operating costs (excluding depreciation and amortization)

2,044,610

119,356

12,770

2,176,736

Restaurant margin

$

443,775

$

24,729

$

2,554

$

471,058

Depreciation and amortization

$

70,955

$

7,811

$

5,642

$

84,408

Capital expenditures

132,933

18,533

4,012

155,478

For the 26 Weeks Ended June 27, 2023

Texas Roadhouse

Bubba's 33

Other

Total

Restaurant and other sales

$

2,197,178

$

122,929

$

11,861

$

2,331,968

Restaurant operating costs (excluding depreciation and amortization)

1,847,983

104,844

10,689

1,963,516

Restaurant margin

$

349,195

$

18,085

$

1,172

$

368,452

Depreciation and amortization

$

60,656

$

6,881

$

6,103

$

73,640

Capital expenditures

133,592

16,005

4,983

154,580

A reconciliation of restaurant margin to income from operations is presented below. We do not allocate interest income, net and equity income from investments in unconsolidated affiliates to reportable segments.

13 Weeks Ended

26 Weeks Ended

June 25, 2024

June 27, 2023

June 25, 2024

June 27, 2023

Restaurant margin

$

242,611

$

182,756

$

471,058

$

368,452

Add:

Franchise royalties and fees

7,560

6,818

14,625

13,591

Less:

Pre-opening

6,202

5,671

14,297

11,048

Depreciation and amortization

42,915

37,413

84,408

73,640

Impairment and closure, net

90

78

291

133

General and administrative

58,148

51,000

110,743

100,865

Income from operations

$

142,816

$

95,412

$

275,944

$

196,357

v3.24.2.u1
Insider Trading Arrangements
3 Months Ended 6 Months Ended
Jun. 25, 2024
shares
Jun. 25, 2024
shares
Trading Arrangements, by Individual    
Material Terms of Trading Arrangement  

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 Exchange Act that adopted a Rule 10b5-1 trading arrangement during the 13 weeks ended June 25, 2024. 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

Christopher C. Colson

Chief Legal and Administrative Officer

5/9/2024

1/31/2025

1,280

(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 June 25, 2024.

Name Christopher C. Colson  
Title Chief Legal and Administrative Officer  
Rule 10b5-1 Arrangement Adopted true  
Adoption Date 5/9/2024  
Expiration Date 1/31/2025  
Aggregate Available 1,280 1,280
v3.24.2.u1
Revenue (Tables)
6 Months Ended
Jun. 25, 2024
Revenue  
Schedule of disaggregated revenue

13 Weeks Ended

26 Weeks Ended

June 25, 2024

June 27, 2023

June 25, 2024

June 27, 2023

Restaurant and other sales

$

1,333,642

$

1,164,385

$

2,647,794

$

2,331,968

Franchise royalties

6,945

6,045

13,793

12,064

Franchise fees

615

773

832

1,527

Total revenue

$

1,341,202

$

1,171,203

$

2,662,419

$

2,345,559

Schedule of deferred revenue liabilities

13 Weeks Ended

26 Weeks Ended

June 25, 2024

June 27, 2023

June 25, 2024

June 27, 2023

Beginning balance

$

266,482

$

240,729

$

373,913

$

335,403

Gift card activations, net of third-party fees

78,643

67,991

134,882

118,554

Gift card redemptions and breakage

(94,640)

(82,590)

(258,310)

(227,827)

Ending balance

$

250,485

$

226,130

$

250,485

$

226,130

v3.24.2.u1
Acquisitions (Tables)
6 Months Ended
Jun. 25, 2024
Eight franchise restaurants  
Summary the consideration paid for the acquisitions, and the estimated preliminary fair value of the assets acquired, and the liabilities assumed

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

v3.24.2.u1
Earnings Per Share (Tables)
6 Months Ended
Jun. 25, 2024
Earnings Per Share  
Schedule of calculation of earnings per share and weighted average shares outstanding

13 Weeks Ended

26 Weeks Ended

    

June 25, 2024

    

June 27, 2023

    

June 25, 2024

    

June 27, 2023

Net income attributable to Texas Roadhouse, Inc. and subsidiaries

$

120,141

$

82,271

$

233,347

$

168,658

Basic EPS:

Weighted-average common shares outstanding

 

66,785

66,974

66,814

66,995

Basic EPS

$

1.80

$

1.23

$

3.49

$

2.52

Diluted EPS:

Weighted-average common shares outstanding

 

66,785

66,974

66,814

66,995

Dilutive effect of nonvested stock units

 

259

255

263

266

Shares-diluted

 

67,044

 

67,229

 

67,077

 

67,261

Diluted EPS

$

1.79

$

1.22

$

3.48

$

2.51

v3.24.2.u1
Fair Value Measurements (Tables)
6 Months Ended
Jun. 25, 2024
Fair Value Measurements  
Schedule of fair values for our financial assets and liabilities measured on a recurring basis

Fair Value Measurements

    

Level

    

June 25, 2024

    

December 26, 2023

Deferred compensation plan—assets

 

1

$

91,765

$

81,316

Deferred compensation plan—liabilities

 

1

$

(91,765)

$

(81,222)

v3.24.2.u1
Segment Information (Tables)
6 Months Ended
Jun. 25, 2024
Segment Information  
Schedule to reconcile our segment results to our consolidated results

For the 13 Weeks Ended June 25, 2024

Texas Roadhouse

Bubba's 33

Other

Total

Restaurant and other sales

$

1,252,247

$

73,435

$

7,960

$

1,333,642

Restaurant operating costs (excluding depreciation and amortization)

1,023,685

60,876

6,470

1,091,031

Restaurant margin

$

228,562

$

12,559

$

1,490

$

242,611

Depreciation and amortization

$

36,199

$

3,944

$

2,772

$

42,915

Capital expenditures

65,103

10,574

2,129

77,806

For the 13 Weeks Ended June 27, 2023

Texas Roadhouse

Bubba's 33

Other

Total

Restaurant and other sales

$

1,096,252

$

61,560

$

6,573

$

1,164,385

Restaurant operating costs (excluding depreciation and amortization)

924,047

51,928

5,654

981,629

Restaurant margin

$

172,205

$

9,632

$

919

$

182,756

Depreciation and amortization

$

30,768

$

3,434

$

3,211

$

37,413

Capital expenditures

76,455

9,750

1,642

87,847

For the 26 Weeks Ended June 25, 2024

Texas Roadhouse

Bubba's 33

Other

Total

Restaurant and other sales

$

2,488,385

$

144,085

$

15,324

$

2,647,794

Restaurant operating costs (excluding depreciation and amortization)

2,044,610

119,356

12,770

2,176,736

Restaurant margin

$

443,775

$

24,729

$

2,554

$

471,058

Depreciation and amortization

$

70,955

$

7,811

$

5,642

$

84,408

Capital expenditures

132,933

18,533

4,012

155,478

For the 26 Weeks Ended June 27, 2023

Texas Roadhouse

Bubba's 33

Other

Total

Restaurant and other sales

$

2,197,178

$

122,929

$

11,861

$

2,331,968

Restaurant operating costs (excluding depreciation and amortization)

1,847,983

104,844

10,689

1,963,516

Restaurant margin

$

349,195

$

18,085

$

1,172

$

368,452

Depreciation and amortization

$

60,656

$

6,881

$

6,103

$

73,640

Capital expenditures

133,592

16,005

4,983

154,580

Schedule of restaurant margin to income from operations

13 Weeks Ended

26 Weeks Ended

June 25, 2024

June 27, 2023

June 25, 2024

June 27, 2023

Restaurant margin

$

242,611

$

182,756

$

471,058

$

368,452

Add:

Franchise royalties and fees

7,560

6,818

14,625

13,591

Less:

Pre-opening

6,202

5,671

14,297

11,048

Depreciation and amortization

42,915

37,413

84,408

73,640

Impairment and closure, net

90

78

291

133

General and administrative

58,148

51,000

110,743

100,865

Income from operations

$

142,816

$

95,412

$

275,944

$

196,357

v3.24.2.u1
Description of Business (Details)
Jun. 25, 2024
territory
restaurant
country
state
Jun. 27, 2023
restaurant
country
state
Description of Business    
Number of Restaurant Concepts 3 3
Number of states in which restaurants operate | state 49 49
Number of countries in which restaurants operate | country 10 10
Company-owned    
Description of Business    
Number of restaurants 650 614
Company-owned | Majority-owned    
Description of Business    
Number of restaurants 19 20
Franchise    
Description of Business    
Number of restaurants 112 95
Franchise | Domestic    
Description of Business    
Number of restaurants 59 54
Number of United States Territories in which restaurants operate | territory 1  
Franchise | International    
Description of Business    
Number of restaurants 53 41
Franchise | Unconsolidated | Domestic | Domestic franchise restaurants    
Description of Business    
Number of restaurants 20 20
Franchise | Minimum | Unconsolidated | Domestic franchise restaurants    
Description of Business    
Ownership percentage 5.00% 5.00%
Franchise | Maximum | Unconsolidated | Domestic franchise restaurants    
Description of Business    
Ownership percentage 10.00% 10.00%
v3.24.2.u1
Long-term Debt (Details) - Revolving Credit Facility [Member] - USD ($)
$ in Millions
6 Months Ended
May 19, 2023
Jun. 25, 2024
Dec. 26, 2023
Jun. 27, 2023
Revolving Credit Facility        
Revolving credit facility, maximum borrowing capacity   $ 300.0    
Revolving credit facility contingent increase in maximum borrowing capacity   $ 200.0    
Weighted-average interest rate (as a percent)   6.21%   6.07%
Revolving credit facility, remaining borrowing capacity   $ 295.3 $ 295.3  
Letters of credit outstanding   4.7 $ 4.7  
Threshold for aggregate secured indebtedness   $ 125.0    
Debt instrument condition for additional borrowing of secured debt, based on percentage of consolidated tangible net worth   20.00%    
Fixed Adjustment Rate [Member]        
Revolving Credit Facility        
Interest rate added to base rate (as a percent) 0.10%      
Variable Adjustment Rate [Member] | Minimum        
Revolving Credit Facility        
Interest rate added to base rate (as a percent) 0.875%      
Variable Adjustment Rate [Member] | Maximum        
Revolving Credit Facility        
Interest rate added to base rate (as a percent) 1.875%      
v3.24.2.u1
Revenue (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 25, 2024
Jun. 27, 2023
Jun. 25, 2024
Jun. 27, 2023
Revenue        
Total revenue $ 1,341,202 $ 1,171,203 $ 2,662,419 $ 2,345,559
Restaurant and other sales        
Revenue        
Total revenue 1,333,642 1,164,385 2,647,794 2,331,968
Franchise royalties        
Revenue        
Total revenue 6,945 6,045 13,793 12,064
Franchise fees        
Revenue        
Total revenue $ 615 $ 773 $ 832 $ 1,527
v3.24.2.u1
Revenue - Roll forward of deferred revenue (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 25, 2024
Jun. 27, 2023
Jun. 25, 2024
Jun. 27, 2023
Revenue        
Beginning balance $ 266,482 $ 240,729 $ 373,913 $ 335,403
Gift card activations, net 78,643 67,991 134,882 118,554
Gift card redemptions and breakage (94,640) (82,590) (258,310) (227,827)
Ending Balance $ 250,485 $ 226,130 $ 250,485 $ 226,130
v3.24.2.u1
Revenue - Other (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 25, 2024
Jun. 27, 2023
Jun. 25, 2024
Jun. 27, 2023
Gift Cards        
Revenue        
Deferred revenue recognized $ 46.1 $ 45.5 $ 184.0 $ 165.1
v3.24.2.u1
Income Taxes (Details)
3 Months Ended 6 Months Ended
Jun. 25, 2024
Jun. 27, 2023
Jun. 25, 2024
Jun. 27, 2023
Reconciliation of the statutory federal income tax rate to our effective tax rate:        
Effective tax rate (as a percent) 15.00% 12.70% 14.50% 13.30%
v3.24.2.u1
Commitments and Contingencies (Details)
$ in Millions
Jun. 25, 2024
USD ($)
item
Dec. 26, 2023
USD ($)
item
Jun. 27, 2023
item
Commitments and Contingencies      
Estimated cost to complete capital project commitments (in dollars) | $ $ 258.9 $ 237.4  
Number of suppliers providing most of the company's beef | item 4   4
Lease Agreements      
Commitments and Contingencies      
Number of leases guarantees entity contingently liable | item 7 7  
Lease Agreements | Maximum      
Commitments and Contingencies      
Contingently liable amount | $ $ 9.9 $ 10.4  
v3.24.2.u1
Acquisitions (Details)
$ in Thousands
12 Months Ended
Dec. 26, 2023
USD ($)
restaurant
Jun. 25, 2024
USD ($)
Business Acquisition [Line Items]    
Goodwill $ 169,684 $ 169,684
Eight franchise restaurants    
Business Acquisition [Line Items]    
Number of restaurants acquired | restaurant 8  
Equity interest percentage 5.00%  
Purchase price paid $ 39,100  
Outstanding equity percentage 100.00%  
Step acquisition gain $ 600  
Weighted-average life 2 years 2 months 12 days  
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)  
Total $ 39,069  
v3.24.2.u1
Related Party Transactions (Details)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 25, 2024
USD ($)
restaurant
Jun. 27, 2023
USD ($)
restaurant
Jun. 25, 2024
USD ($)
restaurant
Jun. 27, 2023
USD ($)
restaurant
Franchise        
Related Party Transactions        
Number of restaurants 112 95 112 95
Officers, directors and shareholders | Majority-owned        
Related Party Transactions        
Number of restaurants 1 1 1 1
Officers, directors and shareholders | Franchise        
Related Party Transactions        
Number of restaurants 4 4 4 4
Royalities and fees received from franchise and license restaurants | $ $ 0.5 $ 0.5 $ 1.0 $ 1.0
v3.24.2.u1
Earnings Per Share (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
3 Months Ended 6 Months Ended
Jun. 25, 2024
Jun. 27, 2023
Jun. 25, 2024
Jun. 27, 2023
Earnings per share        
Net income attributable to Texas Roadhouse, Inc. and subsidiaries $ 120,141 $ 82,271 $ 233,347 $ 168,658
Basic EPS:        
Weighted-average common shares outstanding (in shares) 66,785 66,974 66,814 66,995
Basic EPS (in dollars per share) $ 1.80 $ 1.23 $ 3.49 $ 2.52
Diluted EPS:        
Weighted-average common shares outstanding (in shares) 66,785 66,974 66,814 66,995
Dilutive effect of nonvested stock units (in shares) 259 255 263 266
Shares-diluted (in shares) 67,044 67,229 67,077 67,261
Diluted EPS (in dollars per share) $ 1.79 $ 1.22 $ 3.48 $ 2.51
v3.24.2.u1
Fair Value Measurements - Financial Assets and Liabilities (Details) - USD ($)
$ in Thousands
6 Months Ended
Jun. 25, 2024
Dec. 26, 2023
Fair value of financial instruments    
Transfer of asset levels within the fair value hierarchy $ 0  
Fair value measured on a recurring basis | Level 1    
Fair value of financial instruments    
Deferred compensation plan - assets 91,765 $ 81,316
Deferred compensation plan - liabilities $ (91,765) $ (81,222)
v3.24.2.u1
Stock Repurchase Program (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 25, 2024
Jun. 27, 2023
Jun. 25, 2024
Jun. 27, 2023
Mar. 17, 2022
Stock Repurchase Program.          
Repurchase of common stock authorized by board of directors         $ 300,000
Payments to repurchase common stock $ 26,200 $ 23,400 $ 35,139 $ 33,058  
Number of shares repurchased 162,404 213,975 222,666 306,726  
Amount remaining under authorized stock repurchase program $ 81,700   $ 81,700    
v3.24.2.u1
Segment Information - Segment Assets Reconciliation (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 25, 2024
Jun. 27, 2023
Jun. 25, 2024
Jun. 27, 2023
Segment Information        
Revenue $ 1,341,202 $ 1,171,203 $ 2,662,419 $ 2,345,559
Restaurant operating costs (excluding depreciation and amortization) 1,091,031 981,629 2,176,736 1,963,516
Restaurant margin 242,611 182,756 471,058 368,452
Depreciation and amortization 42,915 37,413 84,408 73,640
Capital expenditures 77,806 87,847 155,478 154,580
Restaurant and other sales        
Segment Information        
Revenue 1,333,642 1,164,385 2,647,794 2,331,968
Texas Roadhouse        
Segment Information        
Restaurant operating costs (excluding depreciation and amortization) 1,023,685 924,047 2,044,610 1,847,983
Restaurant margin 228,562 172,205 443,775 349,195
Depreciation and amortization 36,199 30,768 70,955 60,656
Capital expenditures 65,103 76,455 132,933 133,592
Texas Roadhouse | Restaurant and other sales        
Segment Information        
Revenue 1,252,247 1,096,252 2,488,385 2,197,178
Bubba's 33        
Segment Information        
Restaurant operating costs (excluding depreciation and amortization) 60,876 51,928 119,356 104,844
Restaurant margin 12,559 9,632 24,729 18,085
Depreciation and amortization 3,944 3,434 7,811 6,881
Capital expenditures 10,574 9,750 18,533 16,005
Bubba's 33 | Restaurant and other sales        
Segment Information        
Revenue 73,435 61,560 144,085 122,929
Other        
Segment Information        
Restaurant operating costs (excluding depreciation and amortization) 6,470 5,654 12,770 10,689
Restaurant margin 1,490 919 2,554 1,172
Depreciation and amortization 2,772 3,211 5,642 6,103
Capital expenditures 2,129 1,642 4,012 4,983
Other | Restaurant and other sales        
Segment Information        
Revenue $ 7,960 $ 6,573 $ 15,324 $ 11,861
v3.24.2.u1
Segment Information - Consolidated (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 25, 2024
Jun. 27, 2023
Jun. 25, 2024
Jun. 27, 2023
Segment Information        
Restaurant margin $ 242,611 $ 182,756 $ 471,058 $ 368,452
Revenue:        
Revenue 1,341,202 1,171,203 2,662,419 2,345,559
Costs and expenses:        
Pre-opening 6,202 5,671 14,297 11,048
Depreciation and amortization 42,915 37,413 84,408 73,640
Impairment and closure, net 90 78 291 133
General and administrative 58,148 51,000 110,743 100,865
Income from operations 142,816 95,412 275,944 196,357
Franchise royalties and fees        
Revenue:        
Revenue $ 7,560 $ 6,818 $ 14,625 $ 13,591

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