Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: During the sixteen weeks ended April 19, 2020, the Company did not have any sales of securities in transactions that were not registered under the Securities Act of 1933, as amended, that have not been reported in a Current Report on Form 8-K.
−Removed: On August 9, 2018, the Company’s board of directors authorized the Company’s current share repurchase program of up to a total of $75 million of the Company’s common stock.
−Removed: The share repurchase authorization became effective on August 9, 2018 and will terminate upon completing repurchases of $75 million of common stock unless otherwise terminated by the board.
−Removed: Purchases under the repurchase program may be made in open market or privately negotiated transactions and may include transactions pursuant to a repurchase plan administered in accordance with Rules 10b5-1 and 10b-18 under the Securities Exchange Act of 1934, as amended.
−Removed: Purchases may be made from time to time at the Company’s discretion and the timing and amount of any share repurchases will be determined based on share price, market conditions, legal requirements, and other factors.
−Removed: The repurchase program does not obligate the Company to acquire any particular amount of common stock, and the Company may suspend or discontinue the repurchase program at any time.
−Removed: The table below provides a summary of the Company’s purchases of its own common stock during the first quarter of 2020.
−Removed: In response to the COVID-19 pandemic, the Company temporarily suspended share repurchases effective March 14, 2020.
−Removed: Total Number of Shares (or Units) Purchased Average Price Paid per Share (or Unit) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs Maximum Dollar Value of Shares (or Units) that May Yet be Purchased Under the Plan (in thousands)
−Removed: 12/30/19 - 1/26/20 9,800 $ 33.73 164,200 $ 69,745
−Removed: 1/27/20 - 2/23/20 9,500 34.44 173,700 69,418
−Removed: 2/24/20 - 3/22/20 52,800 $ 18.52 226,500 $ 68,440
−Removed: Pursuant to Publicly Announced Plans or Programs (2)
−Removed: (1) The reported periods conform to the Company’s fiscal calendar composed of thirteen 28-day periods.
−Removed: (2) Since August 9, 2018, when the current share repurchase program of $75 million of the Company's common stock was authorized, the Company has purchased 226,500 shares for a total of $6.6 million.
+Added: During the twenty-eight weeks ended July 12, 2020, the Company did not have any sales of securities in transactions that were not registered under the Securities Act of 1933, as amended, that have not been reported in a Current Report on Form 8-K.
+Added: No share repurchases were made by the Company during the second quarter of 2020.
+Added: Our ability to repurchase shares is limited to conditions set forth by our lenders in the First Amendment to Credit Agreement and Waiver prohibiting us from repurchasing additional shares until the later of (a) the Company's delivery of a compliance certificate for the fiscal quarter ending on or about July 11, 2021 demonstrating compliance with the financial covenants then in effect or (b) the Company satisfying an agreed ratio under its Leverage Ratio Covenant for the most recently ended fiscal quarter or fiscal year, as applicable.
Number Description
−Removed: Amendment No.
−Removed: 1 to Rights Agreement, dated as of April 10, 2020, by and between Red Robin Gourmet Burgers, Inc.
−Removed: and American Stock Transfer & Trust Company, LLC, as rights agent.
−Removed: Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on April 13, 2020.
−Removed: Credit Agreement, dated January 10, 2020.
−Removed: Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on January 13, 2020.
First Amendment to Credit Agreement and Waiver, dated as of May 29, 2020, by and among Red Robin International, Inc., Red Robin Gourmet Burgers, Inc., the Guarantors, the Lenders party thereto and Wells Fargo, National Association, as administration agent.
Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on May 29, 2020.
−Removed: Security Agreement, dated January 10, 2020.
−Removed: Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed with the SEC on January 13, 2020.
Red Robin Gourmet Burgers, Inc.
1 unchanged sentence
Incorporated by reference to Appendix B to our Definitive Proxy Statement filed with the SEC on April 8, 2020.
−Removed: Cooperation Agreement, dated as of March 26, 2020, by and among Red Robin Gourmet Burgers, Inc., Vintage Capital Management, LLC, and Kahn Capital Management, LLC.
−Removed: Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on April 1, 2020.
−Removed: Form of Red Robin Gourmet Burgers, Inc.
−Removed: 2017 Performance Incentive Plan Performance Stock Unit Award Agreement
−Removed: Form of Red Robin Gourmet Burgers, Inc.
−Removed: 2017 Performance Incentive Plan Cash Performance Award Agreement
+Added: Distribution Agreement, dated as of June 16, 2020, by and between Red Robin Gourmet Burgers, Inc.
+Added: Morgan Securities LLC.
+Added: Incorporated by reference to Exhibit 1.1 to our Current Report on Form 8-K filed with the SEC on June 16, 2020.
Rule 13a-14(a) Certification of Chief Executive Officer
2 unchanged sentences
101 The following financial information from the Quarterly Report on Form 10-Q of Red Robin Gourmet Burgers, Inc.
−Removed: for the quarter ended April 19, 2020 formatted in XBRL (eXtensible Business Reporting Language):
−Removed: (i) Condensed Consolidated Balance Sheets at April 19, 2020 and December 29, 2019;
−Removed: (ii) Condensed Consolidated Statements of Operations and Comprehensive Income for the sixteen weeks ended April 19, 2020 and April 21, 2019;
−Removed: (iii) Condensed Consolidated Statements of Stockholders' Equity at April 19, 2020 and April 21, 2019;
−Removed: (iv) Condensed Consolidated Statements of Cash Flows for the sixteen weeks ended April 19, 2020 and April 21, 2019;
+Added: for the quarter ended July 12, 2020 formatted in XBRL (eXtensible Business Reporting Language):
+Added: (i) Condensed Consolidated Balance Sheets at July 12, 2020 and December 29, 2019;
+Added: (ii) Condensed Consolidated Statements of Operations and Comprehensive Income for the twelve and twenty-eight weeks ended July 12, 2020 and July 14, 2019;
+Added: (iii) Condensed Consolidated Statements of Stockholders' Equity at July 12, 2020 and July 14, 2019;
+Added: (iv) Condensed Consolidated Statements of Cash Flows for the twenty-eight weeks ended July 12, 2020 and July 14, 2019;
and (v) the Notes to Condensed Consolidated Financial Statements, tagged as blocks of text.
1 unchanged sentence
RED ROBIN GOURMET BURGERS, INC.
−Removed: June 10, 2020 By:
+Added: August 11, 2020 By:
(Chief Financial Officer)
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.