What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2021-03-03 compared with 2020-02-25 · 14 added, 70 removed, 18 unchanged (82% of the section changed)

1 unchanged sentence

Our common stock is listed on The NASDAQ Global Select Market under the symbol RRGB.

As of February 25, 2020 , there were 92 registered owners of our common stock.

As of March 2, 2021, there were 91 registered owners of our common stock.

We did not declare or pay any cash dividends on our common stock during 2020 and 2019.

We currently anticipate we will retain any future cash flow to fund our operations and expand our business, to pay down debt or to repurchase shares.

In addition, our credit agreement may limit us from declaring or paying any dividends or making any other repurchases on any of our shares under certain circumstances, and we are subject to the leverage ratio under our credit agreement.

We currently anticipate we will retain any future cash flow to pay down debt, maintain existing restaurants and infrastructure, and execute on our long-term transformation strategy.

Our credit agreement currently limits us from declaring or paying any dividends or making any other repurchases on any of our shares, and we are subject to certain covenant ratios, including a leverage ratio and fixed charge coverage ratio, under our credit agreement.

Any future determination relating to our dividend policy will be made at the discretion of our board of directors and will depend on then existing conditions, including our financial condition, results of operations, contractual restrictions, capital requirements, business prospects, and other factors our board of directors may deem relevant.

1 unchanged sentence

During the fiscal quarter ended December 27, 2020, the Company did not have any sales of securities in transactions that were not registered under the Securities Act that have not been reported in a Current Report on Form 8-K.

On August 9, 2018,

the Company’s board of directors authorized an increase to the Company’s share repurchase program of approximately $21 million to a total of $75 million of the Company’s common stock.

The increased share repurchase authorization will terminate upon completing repurchases of $75 million of common stock unless otherwise terminated by the board.

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.

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.

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.

The table below provides a summary of the Company's purchases of its own common stock during the fourth quarter of 2019 .

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)

10/7/19-11/3/19

11/4/19-12/1/19

12/2/19-12/29/19

Pursuant to Publicly Announced Plans or Programs (2)

(1) The reported periods conform to the Company's fiscal calendar composed of thirteen 28-day periods.

(2) From August 9, 2018, when the increase in the share repurchase program was authorized through December 29, 2019 , the Company has purchased 154,400 shares for a total of $ 4.9 million .

As of August 9, 2018 when the increase was authorized, the program had a remaining authorized purchase limit of $ 53.9 million out of the $100.0 million prior authorization from February 2016.

No share repurchases were made by the Company during the fourth fiscal quarter of 2020.

Our ability to repurchase shares is limited to conditions set forth by our lenders in the Second Amendment prohibiting us from repurchasing additional shares until the first fiscal quarter of 2022 at the earliest and not until we deliver a covenant compliance certificate demonstrating a lease adjusted leverage ratio less than or equal to 5.00:1.00.

Performance Graph

The following graph compares the yearly percentage in cumulative total stockholders’ return on Common Stock of the Company since December 26, 2014, with the cumulative total return over the same period for (i) The Russell 3000 Index, and (ii) the S&P 600 Restaurants.

The following graph compares the yearly percentage in cumulative total stockholders' return on Common Stock of the Company since the end of its fiscal year 2015, with the cumulative total return over the same period for (i) The Russell 3000 Index, and (ii) the S&P 600 Restaurants.

Pursuant to rules of the SEC, the comparison assumes $100 was invested on December 24, 2015, the last trading day in the Company's 2015 fiscal year, in the Company's Common Stock and in each of the indices.

This performance graph shall not be deemed to be "soliciting material" or to be "filed" under either the Securities Act or the Exchange Act.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN (1)

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COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN (1)

Among Red Robin Gourmet Burgers, Inc., The Russell 3000 Index

1 unchanged sentence

Fiscal Years Ended

December 28, 2014

December 27, 2015

December 25, 2016

December 31, 2017

December 30, 2018

December 29, 2019

December 27, 2015 December 25, 2016 December 31, 2017 December 30, 2018 December 29, 2019 December 27, 2020

Red Robin Gourmet Burgers, Inc.

(RRGB) $ 100.00 $ 91.28 $ 91.20 $ 43.21 $ 50.18 $ 32.50

The Russell 3000 Index 100.00 112.94 135.38 127.17 168.47 201.35

1 unchanged sentence

100.00 120.30 126.38 138.40 155.30 201.49

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(1) Represents performance of $100 invested on December 24, 2015 in stock or index, including reinvestment of dividends based on calendar years ending December 31 for purposes of comparability.

The S&P 600 Restaurants includes companies such as Bloomin' Brands Inc., Chuy's Holdings Inc., Dine Brands Global, Inc., and Fiesta Restaurant Group, Inc.

(2) The S&P 600 Restaurants includes companies such as Bloomin' Brands Inc., Brinker International, Inc., Chuy's Holdings Inc., Dine Brands Global, Inc., Fiesta Restaurant Group, Inc., and The Cheesecake Factory Incorporated.

Selected Financial Data

The table below contains selected consolidated financial and operating data.

The statement of operations and comprehensive income (loss), cash flow, and balance sheet data for each fiscal year has been derived from our consolidated financial statements.

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

(in thousands, except per share and operating data)

Statement of Operations Data:

Restaurant revenue

Total revenues (1)

Total costs and expenses (2)(3)(4)(5)(6)

(Loss) income from operations

Net (loss) income

(Loss) earnings per share:

Shares used in computing earnings per share:

Balance Sheet Data:

Cash and cash equivalents

Long-term debt, including current portion

Total stockholders’ equity

Cash Flow Data:

Net cash provided by operating activities

Net cash used in investing activities

Net cash provided by (used in) financing activities

Selected Operating Data:

Net sales per square foot in Company-owned restaurants

Total operating weeks (7)

Company-owned restaurants open at end of period

Franchised restaurants open at end of period

Comparable restaurant net sales (decrease) increase (8)(9)

___________________________________

Franchise and other revenue for 2015 was previously reported as $18.7 million with Topic 606 (Revenue from Contracts with Customers ) adoption adjustments of $7.6 million, resulting in an adjusted amount of $26.3 million.

2019 includes pre-tax non-cash asset impairment charges of $15.1 million primarily related to the impairment of 29 restaurants, $3.5 million of executive transition costs, $3.3 million of board and stockholder matter costs, $1.0 million

of executive retention costs, and a $1.2 million gain relating to restaurant closures and refranchising.

See Note 4, Other Charges , for additional discussion of the assets impaired during 2019.

2018 includes pre-tax non-cash asset impairment charges of $28.1 million related to the impairment of 41 restaurants, 19 of which had immaterial impairments, $4.8 million related to litigation costs, and $2.9 million related to the disposal of smallwares.

2017 includes pre-tax non-cash asset impairment charges of $6.9 million related to the impairment of 13 restaurants.

2016 includes pre-tax non-cash asset impairment charges of $24.4 million related to the impairment of 19 restaurants, $2.5 million related to software impairment, and $0.8 million related to the relocation of a restaurant.

2016 also includes pre-tax costs of $6.7 million related to the closure of nine Red Robin Burger Works restaurants, $3.9 million related to litigation costs, and $0.7 million related to acquiring 13 franchised restaurants.

2015 includes pre-tax non-cash asset impairment charges of $0.6 million related to the impairment of two restaurants.

Total operating weeks represent the number of weeks that the Company-owned restaurants were open during the reporting period.

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Revenues” for a further discussion of our comparable restaurant designation.

Comparable restaurant sales decrease and average annual comparable restaurant sales volumes for 2018 were calculated on a 52-week basis by adjusting fiscal 2017 to exclude the first week of 2017.

Comparable restaurant sales decrease and average annual comparable restaurant sales volumes for 2017 were calculated on a 53-week basis by adjusting fiscal year 2016 as if there were 53 weeks.

Not applicable.

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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