What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2021-11-23 compared with 2020-11-18 · 33 added, 56 removed, 39 unchanged (70% of the section changed)

2 unchanged sentences

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.

In fiscal 2021, the Board of Directors declared four cash dividends of $0.40, $0.40, $0.44, and $0.44, respectively.

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.

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.

The following table sets forth information on our share repurchases of our common stock during the fourth quarter of 2021 ( dollars in thousands, except per share data ).

Total number of shares purchased (b)

Average price paid per share (c)

Total number of shares purchased as part of publicly announced programs (d)

Maximum dollar value that may yet be purchased under these programs (1)

July 5, 2021 - August 1, 2021 18,453 $ 110.14 18,453 $ 68,000

August 2, 2021 - August 29, 2021 489,464 $ 102.43 489,464 $ 17,863

August 30, 2021 - October 3, 2021 169,211 $ 105.57 169,211 $ —

Total 677,128 677,128

_____________________

(1) On November 19, 2021, the Board of Directors authorized an additional $200.0 million stock buy-back program that expires on November 20, 2023.

2 unchanged sentences

Securities Authorized for Issuance Under Equity Compensation Plans .

The following table summarizes the equity compensation plans under which Company common stock may be issued as of September 27, 2020.

The following table summarizes the equity compensation plans under which Company common stock may be issued as of October 3, 2021.

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

8 unchanged sentences

The below comparison assumes $100 was invested on September 30 , 2016 in the Company’s common stock and in the comparison groups and assumes reinvestment of dividends.

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

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

In its annual review of the Peer Group Index used to benchmark executive compensation for our executive officers, the Compensation Committee of the Board of Directors, in consultation with its independent compensation consultant, approved changes to the Peer Group Index to include companies that more closely aligned with our financial selection criteria and are highly-franchised.

2016 2017 2018 2019 2020 2021

3 unchanged sentences

2020 Peer Group (1) $100 $100 $133 $155 $203 $275

2021 Peer Group (2) $100 $116 $154 $148 $176 $220

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9 unchanged sentences

Domino’s Pizza, Inc.;

Dunkin’ Brands Group, Inc.;

Papa John's Int'l, Inc.;

2 unchanged sentences

and The Wendy’s Company.

SELECTED FINANCIAL DATA

Our fiscal year is 52 or 53 weeks, ending the Sunday closest to September 30.

All years presented below include 52-weeks, except for 2016, which includes 53-weeks.

The selected financial data reflects Qdoba Restaurant Corporation as discontinued operations for all fiscal years presented below.

This selected financial data should be read in conjunction with our audited consolidated financial statements and accompanying notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations included elsewhere in this Annual Report on Form 10-K.

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)

Statements of Earnings Data (1):

Total revenues (2), (3) $ 1,021,506 $ 950,107 $ 869,690 $ 1,097,291 $ 1,162,258

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

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

Earnings from continuing operations $ 89,394 $ 91,747 $ 104,339 $ 128,573 $ 106,473

Earnings per Share and Share Data:

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

Weighted-average shares outstanding — Basic (1)(4) 23,125 25,823 28,499 30,630 33,735

Weighted-average shares outstanding — Diluted (1)(4) 23,269 26,068 28,807 30,914 34,146

Market price at year-end $ 80.24 $ 90.45 $ 83.83 $ 101.92 $ 95.94

Other Operating Data:

Company-operated average unit volume (6) $ 2,489 $ 2,465 $ 2,193 $ 1,874 $ 1,870

Franchise-operated average unit volume (5)(6) $ 1,595 $ 1,523 $ 1,488 $ 1,475 $ 1,454

System average unit volume (5)(6)(7) $ 1,651 $ 1,581 $ 1,553 $ 1,543 $ 1,530

Change in fiscal basis company-operated same-store sales (5) 3.1% 1.7% 0.6% (1.3)% —%

Change in fiscal basis franchise-operated same-store sales (5) 4.0% 1.3% 0.1% 0.9% 1.6%

Change in fiscal basis system same-store sales (5) 4.0% 1.3% 0.1% 0.5% 1.2%

Capital expenditures from continuing operations (1) $ 19,528 $ 47,649 $ 37,842 $ 38,970 $ 52,761

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

Stockholders’ (deficit) equity (8) $ (793,361) $ (737,584) $ (591,699) $ (388,130) $ (217,206)

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

(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.

(5) Changes in same-store sales and average unit volumes are presented for franchise restaurants and on a system-wide basis, which includes company and franchise restaurants.

Franchise sales represent sales at franchise restaurants and are revenues of our franchisees.

We do not record franchise sales as revenues;

however, our royalty revenues and percentage rent revenues are calculated based on a percentage of franchise sales.

We believe franchise and system sales growth and average unit volume information is useful to investors as a significant indicator of the overall strength of our business as it incorporates our significant revenue drivers, which are company and franchise same-store sales as well as net unit development.

Company, franchise, and system changes in same-store sales include the results of all restaurants that have been open more than one year.

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

(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.

(2) The 2021 Peer Group Index comprises the following companies:

BJ's Restaurants Inc.;

The Cheesecake Factory Inc.;

Chuy's Holdings Inc.;

Cracker Barrel Old Country Store, Inc.;

Del Taco Restaurants Inc.;

Denny's Corp.;

Dine Brands Global Inc.;

Domino's Pizza, Inc.;

El Pollo Loco Holdings Inc.;

Noodles & Co;

Papa John's Int’l Inc.;

Red Robin Gourmet Burgers, Inc.;

Ruth's Hospitality Group Inc.;

Shake Shack Inc.;

Texas Roadhouse, Inc.;

The Wendy’s Company;

and Wingstop Inc.

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