What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2022-02-24 compared with 2021-02-25 · 13 added, 52 removed, 25 unchanged (72% of the section changed)

1 unchanged sentence

Our common stock trades on The Nasdaq Global Select Market tier of The Nasdaq Stock Market under the symbol “PZZA”.

As of February 17, 2021, there were 1,297 record holders of common stock.

As of February 17, 2022, there were 1,359 record holders of our common stock.

However, there are significantly more beneficial owners of our common stock than there are record holders.

On January 25, 2021, our Board of Directors declared a first quarter dividend of $0.225 per share of common stock (approximately $7.4 million was paid to common stockholders and $1.1 million was paid as “pass through” dividends to holders of Series B Preferred Stock on an “as converted basis”).

The first quarter dividend on outstanding shares of Series B Preferred Stock was also declared on January 25, 2021.

The common stock dividend was paid on February 19, 2021 to stockholders of record as of the close of business on February 8, 2021.

The first quarter preferred dividend of $2.3 million will be paid to holders of Series B Preferred Stock on April 1, 2021.

On January 27, 2022, our Board of Directors declared a first quarter dividend of $0.35 per share of common stock, representing an approximate $12.7 million aggregate dividend that was paid on February 18, 2022 to common stockholders of record as of the close of business on February 7, 2022.

We anticipate continuing the payment of quarterly cash dividends.

The actual amount of such dividends is subject to declaration by our Board of Directors and will depend upon future earnings, results of operations, capital requirements, our financial condition, contractual restrictions, including the terms of the agreements governing our debt and any future indebtedness we may incur and other relevant factors.

There can be no assurance that the Company will continue to pay quarterly cash dividends at the current rate or at all.

Our Board of Directors has authorized the repurchase of up to $75.0 million of common stock under a share repurchase program that began on November 4, 2020 and is effective through December 31, 2021.

In fiscal 2020, a total of 32,000 shares with an aggregate cost of $2.7 million and an average price of $83.90 per share were repurchased under this program.

Funding for the share repurchase program has been provided through our operating cash flows.

On October 28, 2021, our Board of Directors approved a share repurchase program with an indefinite duration for up to $425.0 million of the Company’s common stock.

This share repurchase program operated alongside our previous $75.0 million share repurchase authorization, which began on November 4, 2020 and expired on December 26, 2021.

In fiscal 2021, approximately 594,000 shares with an aggregate cost of $72.5 million and an average price of $121.96 per share were repurchased under these programs.

Funding for the share repurchase programs were provided through our operating cash flows and our $600.0 million PJI Revolving Facility.

The following table summarizes our repurchase activity by fiscal period during the fourth quarter ended December 26, 2021 (in thousands, except per share amounts):

9 unchanged sentences

9/27/2021 - 10/24/2021

10/25/2021 - 11/21/2021

11/22/2021 - 12/26/2021

Subsequent to year-end, we acquired an additional 109,000 shares at an aggregate cost of $13.3 million.

4 unchanged sentences

Stock Performance Graph

The following performance graph compares the cumulative shareholder return of the Company’s common stock for the five-year period between December 27, 2015 and December 27, 2020 to (i) the NASDAQ Stock Market (U.S.) Index and (ii) a group of the Company’s peers consisting of U.S.

The following performance graph compares the cumulative shareholder return of the Company’s common stock for the five-year period between December 25, 2016 and December 26, 2021 to (i) the Nasdaq US Benchmark TR Index and (ii) a group of the Company’s peers consisting of U.S.

companies listed on Nasdaq with standard industry classification (SIC) codes 5800-5899 (eating and drinking places).

1 unchanged sentence

The graph assumes the value of the investments in the Company’s common stock and in each index was $100 on December 25, 2016, and that all dividends were reinvested.

Selected Financial Data

The selected financial data presented for each of the past five fiscal years were derived from our audited Consolidated Financial Statements.

The selected financial data below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the “Consolidated Financial Statements” and Notes thereto included in Item 7 and Item 8, respectively, of this Form 10-K.

Year Ended (1)

(In thousands, except per share data)

Income Statement Data

Domestic Company-owned restaurant sales

North America franchise royalties and fees (2)

North America commissary revenues

International revenues (3)

Other revenues

Total revenues

Refranchising and impairment gains/(losses), net

Operating income (4)

Legal settlement

Investment income

Interest expense

Income before income taxes

Income tax expense (benefit)

Net income before attribution to noncontrolling interests

Net income attributable to noncontrolling interests (5)

Net income attributable to the Company

Net income (loss) attributable to common shareholders

Basic earnings (loss) per common share

Diluted earnings (loss) per common share

Basic weighted average common shares outstanding

Diluted weighted average common shares outstanding

Dividends declared per common share

Balance Sheet Data

Series B Convertible Preferred Stock

Redeemable noncontrolling interests

Total stockholders’ (deficit) equity

(1) We operate on a 52-53 week fiscal year ending on the last Sunday of December of each year.

All fiscal years consisted of 52 weeks with the exception of the 2017 fiscal year which consisted of 53 weeks.

The additional week resulted in additional revenues of approximately $30.9 million and additional operating income of approximately $6.2 million, or $0.17 per diluted share for 2017.

(2) North America franchise royalties were derived from franchised restaurant sales of $2.49 billion in 2020, $2.10 billion in 2019, $2.13 billion in 2018, $2.30 billion in 2017 ($2.25 billion on a 52-week basis), and $2.20 billion in 2016.

(3) Includes international royalties and fees, restaurant sales for international Company-owned restaurants, and international commissary revenues.

International royalties were derived from franchised restaurant sales of $994.8 million in 2020, $884.4 million in 2019, $832.3 million in 2018, $761.3 million in 2017 ($744.0 million on a 52-week basis), and $648.9 million in 2016.

Restaurant sales for international Company-owned restaurants were $6.2 million in 2018, $13.7 million in 2017 ($13.4 million on a 52-week basis), and $14.5 million in 2016 (none in 2020 and 2019).

(4) The Company incurred $14.2 million and $25.3 million of Special charges in 2019 and 2018, respectively.

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for additional information.

(5) Represents the noncontrolling interests’ allocation of income for our joint venture arrangements.

(Note) The Nasdaq Stock Market (U.S.

Companies) Index was replaced with the Nasdaq US Benchmark TR Index in 2021.

Intentionally Omitted

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