What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2020-11-18 compared with 2019-11-21 · 20 added, 37 removed, 75 unchanged (43% of the section changed)

1 unchanged sentence

Market Information.

Our common stock is traded on the NASDAQ Global Select Market under the symbol “JACK.” The following table sets forth the high and low sales prices for our common stock during the fiscal quarters indicated, as reported on the NASDAQ Composite:

12 Weeks Ended

September 29,

12 Weeks Ended

September 30,

In fiscal 2019 and 2018, the Board of Directors declared four cash dividends of $0.40 per share each.

Our common stock is traded on the NASDAQ Global Select Market under the symbol “JACK.”

In fiscal 2020 and 2019, the Board of Directors declared three and four cash dividends, respectively, of $0.40 per share each.

Our dividend is subject to the discretion and approval of our Board of Directors and our compliance with applicable law, and depends upon, among other things, our results of operations, financial condition, level of indebtedness, capital requirements, contractual restrictions, and other factors that our Board of Directors may deem relevant.

Stock Repurchases.

During fiscal 2019, we repurchased 1.4 million shares of our common stock at an aggregate cost of $125.3 million during the fourth quarter.

As of September 29, 2019 , there was approximately $175.7 million remaining under the Board-authorized stock-buyback program, which expires in November 2020 .

Total number of shares purchased

Average price paid per share

Total number of shares purchased as part of publicly announced programs

Maximum dollar value that may yet be purchased under these programs

July 8, 2019 - August 4, 2019

August 5, 2019 - September 1, 2019

September 2, 2019 - September 29, 2019

There were no share repurchases of our common stock during the fourth quarter of 2020.

As of September 27, 2020, there was approximately $122.2 million remaining under Board-authorized stock buyback programs, consisting of $22.2 million which expires in November 2020 and $100.0 million that expires in November 2021.

On November 13, 2020, the Board of Directors authorized an additional $100.0 million stock buy-back program that expires on November 30, 2022.

Stockholders.

3 unchanged sentences

Stockholders of the Company have approved all plans requiring such approval.

(a) Number of securities to be issued upon exercise of outstanding options, warrants and rights (1)

(b) Weighted-average exercise price of outstanding options (1)

(c) Number of securities remaining for future issuance under equity compensation plans (excluding securities reflected in column (a))

(a) Number of securities to be issued upon exercise of outstanding options, warrants and rights (1) (b) Weighted-average exercise price of outstanding options (1) (c) Number of securities remaining for future issuance under equity compensation plans (excluding securities reflected in column (a))

Equity compensation plans approved by security holders (2) 513,522 $91.85 1,907,050

________________________

Includes shares issuable in connection with our outstanding stock options, performance share awards, nonvested stock awards and units, and non-management director deferred stock equivalents.

(1) Includes shares issuable in connection with our outstanding stock options, performance share awards, nonvested stock units, and non-management director deferred stock equivalents.

The weighted-average exercise price in column (b) includes the weighted-average exercise price of stock options.

3 unchanged sentences

The below comparison assumes $100 was invested on September 30 , 2015 in the Company’s common stock and in the comparison groups and assumes reinvestment of dividends.

The Company paid dividends beginning in fiscal 2014.

The Company uses a Peer Group to assess the competitive pay levels of our senior executives, and to evaluate program design elements.

In light of the Company becoming a single brand following the sale of Qdoba and with our refranchising strategy now complete, the Compensation Committee of our Board of Directors, in consultation with the Committee’s independent compensation consultant, changed its 2019 Peer Group to include companies that have more comparable metrics to us.

2015 2016 2017 2018 2019 2020

Jack in the Box Inc.

$100 $126 $136 $114 $127 $112

S&P 500 Index $100 $115 $137 $161 $168 $194

Peer Group (1) $100 $89 $89 $120 $139 $178

2019 Peer Group (2)

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(1) The Peer Group Index comprises the following companies:

Brinker International, Inc.;

Chipotle Mexican Grill Inc.;

Cracker Barrel Old Country Store, Inc.;

Dine Brands Global Inc.;

Domino’s Pizza, Inc.;

Papa John's Int'l, Inc.;

The Cheesecake Factory Inc.;

and The Wendy’s Company.

The 2019 Peer Group Index comprises the following companies:

BJ’s Restaurants, Inc.;

1 unchanged sentence

Brinker International, Inc.;

The Cheesecake Factory Inc.;

Chipotle Mexican Grill Inc.;

6 unchanged sentences

Red Robin Gourmet Burgers, Inc.;

The Cheesecake Factory Inc.;

Texas Roadhouse, Inc.;

6 unchanged sentences

Our consolidated financial information may not be indicative of our future performance.

2020 2019 2018 2017 2016

(dollars and shares in thousands, except per share data)

2 unchanged sentences

Operating costs and expenses (2), (3) $ 794,183 $ 749,250 $ 682,407 $ 889,912 $ 971,995

(Gains) losses on the sale of company-operated restaurants

Gains on the sale of company-operated restaurants (3,261) (1,366) (46,164) (38,034) (1,230)

Total operating costs and expenses, net (2), (3) $ 790,922 $ 747,884 $ 636,243 $ 851,878 $ 970,765

2 unchanged sentences

Earnings per share from continuing operations (1):

Basic $ 3.87 $ 3.55 $ 3.66 $ 4.20 $ 3.16

Diluted $ 3.84 $ 3.52 $ 3.62 $ 4.16 $ 3.12

Cash dividends declared per common share (1) $ 1.20 $ 1.60 $ 1.60 $ 1.60 $ 1.20

11 unchanged sentences

Balance Sheet Data (at end of period) (1):

Total assets (3) $ 1,906,494 $ 958,483 $ 823,397 $ 1,234,745 $ 1,345,012

Long-term debt, net of current maturities $ 1,376,913 $ 1,274,374 $ 1,037,927 $ 1,079,982 $ 934,972

2 unchanged sentences

(1) Financial data was extracted or derived from our audited consolidated financial statements.

Amounts in 2019 include transactions presented gross in our revenues and expenses such as franchise advertising and other services revenue and costs in accordance with ASC 606.

Amounts in 2019, 2018, and 2017 exclude all non-service cost components of defined benefit expense.

Upon our adoption of ASU 2017-07, these amounts have been presented in a separate caption below “Earnings from operations.”

(2) The Company adopted the revenue recognition guidance in the first quarter of 2019 using the modified retrospective method;

therefore, periods prior to 2019 do not reflect adjustments for the guidance and are not comparable.

(3) The Company adopted the new accounting guidance for leases during the first quarter of 2020 on a modified retrospective basis using the effective date transition method;

therefore, periods prior to 2020 do not reflect adjustments for the guidance and are not comparable.

(4) Weighted-average shares reflect the impact of common stock repurchases under Board-approved programs.

6 unchanged sentences

(6) 2016 average unit volume is adjusted to exclude the 53rd week for comparison purposes.

Amounts in 2016 and 2015 have been recast to include ‘Purchases of assets intended for sale and leaseback’ to conform to all other periods above.

(7) 2019 system average unit volume has been revised from the previously reported $1,614 to $1,581 as a correction.

(8) In 2016, the Company began to accumulate a stockholders’ deficit related to the execution of our share repurchase programs authorized by our Board of Directors.

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