Einstein Bros 2011 Annual Report Download - page 57

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Form 10-K
http://www.sec.gov/Archives/edgar/data/949373/000119312512092597/d260635d10k.htm[9/11/2014 10:08:30 AM]
indebtedness, as provided in the Certificate of Designation for the Series Z.
As of December 29, 2009, the Company had redeemed $24.8 million of Series Z and incurred $0.2 million of additional redemption expense
and $1.3 million of additional redemption amount was included in accrued expenses and other liabilities on the balance sheet and included within
interest expense on the statements of operations.
On March 17, 2010, the Company and Halpern Denny amended their previous agreement dated May 28, 2009 to extend the redemption date
to June 30, 2011, and allowed the Company to redeem any amount of Series Z at any time through that date. In addition, beginning July 1, 2010,
Halpern Denny received a one year option to exchange up to $7.0 million of the outstanding Series Z and accrued additional redemption amounts
for shares of the Company’ s freely tradable common stock at a price of $11.50 per share. All additional redemption amounts that accrue after
June 30, 2010 would be waived with respect to the shares of Series Z exchanged, if any. To the extent that Halpern Denny’ s exchange option
remained unexercised, the Company had the right to redeem the shares subject to the exchange option after the Company redeemed the shares of
the Series Z that were not subject to the exchange option.
The Company recorded this agreement on its balance sheet at fair value during the first quarter of 2010. The fair value was recorded at a
premium with a non-cash charge to net income of $0.9 million.
On October 25, 2010, the Company redeemed an additional 3,240 shares of Series Z for $3.6 million, including accrued additional
redemption amounts. Halpern Denny did not exercise its exchange option and pursuant to the terms of the agreement, the exchange option expired.
After this redemption, 3,240 shares of Series Z remain outstanding. On December 20, 2010, the Company redeemed all remaining outstanding
shares of the Company’ s Series Z preferred stock for $3.6 million in cash.
During fiscal year 2010, the Company redeemed $32.2 million of Series Z shares and accrued additional redemption amount of
approximately $2.6 million.
71
Table of Contents
EINSTEIN NOAH RESTAURANT GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
11. STOCKHOLDERS’ EQUITY
Common Stock
The Company intends to pay regular quarterly dividends at the discretion of its Board. The issuance of a dividend is dependent on a variety of
factors, including, but not limited to, available cash and the overall financial condition of the Company. The issuance of a dividend is also subject
to legal restrictions and the terms of the Company’ s Senior Credit Facility. The Company declared the following dividends during fiscal years 2010
and 2011:
Date Declared Record Date
Dividend Per
Share Total Amount Payment Date
(in thousands)
December 20, 2010 March 1, 2011 $ 0.125 $ 2,083 April 15, 2011
May 3, 2011 June 1, 2011 $ 0.125 $ 2,094 July 15, 2011
August 3, 2011 September 1, 2011 $ 0.125 $ 2,096 October15, 2011
November 2, 2011 December 1, 2011 $ 0.125 $ 2,100 January 15, 2012
In December 2010, the Board authorized up to $20 million in share repurchases of the Company’ s common stock. The amount and timing of
the share repurchases in the open market or in privately negotiated transactions will be subject to an assessment of market conditions and other
economic factors. This authorization expires in two years and is subject to compliance with applicable laws and the terms of the Company’ s Senior
Credit Facility. The Company did not repurchase any shares of its common stock in fiscal years 2010 or 2011.
Series A Junior Participating Preferred Stock
In June 1999, the Board authorized the issuance of 700,000 shares of Series A junior participating preferred stock. There were no shares
issued or outstanding during fiscal years 2010 and 2011.
12. STOCK-BASED COMPENSATION
As of January 3, 2012, the Company had three stock-based compensation plans under which it was still issuing awards: the 2011 Omnibus