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Item 5. Market for Registrant’s Common Equity

2021-02-24 compared with 2020-03-12 · 35 added, 22 removed, 49 unchanged (54% of the section changed)

2 unchanged sentences

There were approximately 1,300 holders of record of our common stock at February 17, 2021, and we estimate there were approximately 63,700 beneficial stockholders on that date.

Future decisions to pay or to increase or decrease dividends are at the discretion of the Board and will be dependent on our operating performance, financial condition, capital expenditure requirements, limitations on cash distributions pursuant to the terms and conditions of the New Facility and applicable law, and such other factors that the Board considers relevant.

(See Note 12 and 15 of Notes to Consolidated Financial Statements in Part IV, Item 15 of this report for further discussion of our long-term debt and stockholders’ equity, respectively and see Item 1A — Risk Factors — Our stock price could be adversely affected if we are unable to continue to pay or if we are unable to increase dividends.)

The following table presents our purchases of our common stock during the thirteen weeks ended December 31, 2019 (in thousands, except per share data):

Under the authorization by our Board to repurchase up to 56.0 million shares of our common stock, we have cumulatively repurchased 53.0 million shares at a total cost of $1,696.7 million through December 29, 2020 with 9,998 shares repurchased at a cost of $0.4 million during the fourth quarter of fiscal 2020 to satisfy tax withholding obligations on vested restricted share awards.

Our share repurchase authorization does not have an expiration date, does not require us to purchase a specific number of shares and may be modified, suspended or terminated at any time.

To preserve liquidity during the COVID-19 pandemic and in conjunction with the terms of our credit facility, in March 2020, our Board suspended share repurchases.

The timing and number of shares repurchased are also subject to legal constraints and financial covenants under our credit facility that limit share repurchases based on a defined ratio.

The following table presents our purchases of our common stock during the fiscal quarter ended December 29, 2020:

Total Number of Shares

7 unchanged sentences

Plans or Programs

October 2 — November 5, 2019

September 30 — November 3, 2020

November 4 — December 1, 2020

1 unchanged sentence

(1) The total number of shares purchased includes 9,998 shares withheld upon vesting of restricted share awards to satisfy tax withholding obligations.

On July 21, 2016, our Board authorized the repurchase of up to 56.0 million shares of our common stock, we have cumulatively repurchased 52.9 million shares at a total cost of $ 1,693.1 million through December 31, 2019, including 9,690 shares at a cost of $0.4 million during the fourth quarter of fiscal 2019.

Our share repurchase authorization does not have an expiration date, does not require us to purchase a specific number of shares and may be modified, suspended or terminated at any time.

(See Note 15 of Notes to Consolidated Financial Statements in Part IV, Item 15 of this report for further discussion of our repurchase authorization and methods.)

The timing and number of shares repurchased are also subject to legal constraints and financial covenants under the New Facility that limit share repurchases based on a defined ratio.

(See Note 12 of Notes to Consolidated Financial Statements in Part IV, Item 15 of this report for further discussion of our long-term debt.)

To preserve liquidity during the COVID-19 pandemic and in conjunction with the terms of our credit facility, in March 2020, our Board suspended the quarterly dividend on our common stock.

Future decisions to pay or to increase or decrease dividends are at the discretion of the Board and will be dependent on our operating performance, financial condition, capital expenditure requirements, limitations on cash distributions pursuant to the terms and conditions of our credit facility and applicable law, and such other factors that the Board considers relevant.

(See Item 1A — Risk Factors — Risks Related to Owning Our Stock — "

Our stock price could be adversely affected if we are unable to continue to pay or if we are unable to increase dividends.")

On April 20, 2020, as further discussed in Note 17 of Notes to Consolidated Financial Statements in Part IV, Item 15 of this report, to increase our liquidity given the impact of the COVID-19 pandemic on our operations, we issued 200,000 shares of Series A Convertible Preferred Stock, par value $0.01 per share (the "Series A preferred stock") for an aggregate purchase price of $200 million.

During fiscal 2020, we recorded paid in-kind dividends of $13.5 million.

Each holder of Series A preferred stock has the right, at its option, to convert its Series A preferred stock, in whole or in part, into fully paid and non-assessable shares of our common stock at a conversion price equal to $22.23 per share, subject to customary anti-dilution adjustments, including in the event of any stock split, stock dividend, recapitalization or similar events and certain anti-dilutive offerings occurring through April 19, 2021.

Pursuant to the terms of the Certificate of Designations, unless and until approval of our stockholders is obtained as contemplated by Nasdaq Listing Rules, no holder may convert shares of Series A preferred stock through either an optional or a mandatory conversion into shares of our common stock if and solely to the extent that such conversion would result in the holder beneficially owning in excess of 19.9% of then outstanding common stock.

The Company has the right to settle any conversion in cash.

After April 20, 2023 and subject to certain conditions, we may, at our option, require conversion of all of the outstanding shares of Series A preferred stock to common stock if, for at least 20 trading days during the 30 consecutive trading days immediately preceding the date we notify the holders of the Series A preferred stock of the election to convert, the closing price of the common stock is at least 200% of the conversion price.

We will not exercise our right to mandatorily convert all outstanding shares of Series A preferred stock unless certain liquidity conditions with regard to the shares of common stock to be issued upon such conversion are satisfied.

The shares of common stock issuable upon conversion of shares of the Series A preferred stock will be issued in reliance upon the exemption from registration in Section 3(a)(9) of the Securities Act.

(See Note 12 and 17 of Notes to Consolidated Financial Statements in Part IV, Item 15 of this report for further discussion of our credit facility and stockholders' equity, respectively.)

Price Performance Graph

The following graph compares the cumulative five-year total return provided to stockholders on the Company’s common stock relative to the S&P 400 Midcap Index, the NASDAQ US Benchmark TR Index and the Nation’s Restaurant News Index.

The graph assumes a $100 initial investment and the reinvestment of dividends in each of the indices.

4 unchanged sentences

NASDAQ US Benchmark TR Index (1)

Nation’s Restaurant News Index (2)

S&P 600 Restaurants Index (2)

(1) Underlying data provided by Nasdaq Global Indexes.

(2) The Nation’s Restaurant News Index (“Index”) is a comprehensive restaurant industry index.

In addition to fine and casual dining, the Index includes fast casual and quick-serve segment.

(2) The S&P 600 Restaurants Index is a comprehensive restaurant industry index that includes casual dining, fast casual and quick-service constituents.

This graph shall not be deemed incorporated by reference by any general statement incorporating by reference this Annual Report on Form 10-K into any filing under the Securities Act of 1933 or under the Securities Exchange Act of 1934, except to the extent that the Company specifically incorporates this information by reference, and shall not otherwise be deemed filed under such Acts.

3 unchanged sentences

(In thousands, except per share data)

Statements of Income Data:

Statements of (Loss)/Income Data:

Costs and expenses:

4 unchanged sentences

Depreciation and amortization expenses

Impairment of assets and lease terminations

Impairment of assets and lease termination expenses

Acquisition-related costs

Acquisition-related contingent consideration, compensation and amortization expenses

Acquisition-related contingent consideration, compensation and amortization (benefit)/expenses

Preopening costs

Total costs and expenses

Income from operations

Gain/(loss) on investments in unconsolidated affliates

(Loss)/income from operations

Gain/(loss) on investments in unconsolidated affiliates

Interest and other expense, net

Income before income taxes

Income tax provision/(benefit)

Net income per share:

(Loss)/income before income taxes

Income tax (benefit)/provision

Net (loss)/income

Dividends on Series A preferred stock

Direct and incremental Series A preferred stock issuance costs

Net (loss)/income available to common stockholders

Net (loss)/income per common share:

Weighted-average shares outstanding:

3 unchanged sentences

Total long-term debt and deemed landlord financing liability, including current portion

Total stockholders’ equity

Total stockholders’ equity and Series A convertible preferred stock

Restaurant Data:

5 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity