Wendy's Co false 0000030697 0000030697 2023-10-30 2023-10-30

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): October 30, 2023

 

 

THE WENDY’S COMPANY

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-2207   38-0471180

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

One Dave Thomas Boulevard, Dublin, Ohio 43017

(Address of principal executive offices, and zip code)

(614) 764-3100

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

  ☐

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  ☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  ☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  ☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading
Symbol(s)

  

Name of each exchange

on which registered

Common Stock, $0.10 par value   WEN   The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 2.02

Results of Operations and Financial Condition.

On November 2, 2023, The Wendy’s Company (the “Company”) issued a press release reporting its financial results for the fiscal quarter ended October 1, 2023 and other information. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 2.02, including the Exhibit 99.1 furnished under Item 9.01, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section. Furthermore, the information in this Item 2.02, including the Exhibit 99.1 furnished under Item 9.01, shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933 or the Exchange Act.

 

Item 8.01

Other Events

On October 30, 2023, the Board of Directors (the “Board”) of the Company, on the recommendation of the Nominating and Corporate Governance Committee, created the position of lead independent director, and the independent directors of the Board appointed Arthur B. Winkleblack to serve as the Company’s lead independent director. Mr. Winkleblack has served as a member of the Board since May 2016 and will continue to serve as a member of the Nominating and Corporate Governance Committee and as Chair of the Audit Committee. The creation of a lead independent director position reflects corporate governance best practices, enhances Board leadership and oversight and facilitates communication between the Chairman of the Board and the independent directors.

As lead independent director, Mr. Winkleblack’s duties will include: (1) presiding at all executive sessions of the independent directors; (2) consulting with the Chairman and senior management regarding the format and adequacy of information sent to the Board; (3) consulting with the Chairman and senior management regarding the development of agendas for Board meetings and the schedule of meetings to provide sufficient time for discussion of all agenda items; (4) serving as a liaison between the Chairman and the independent directors, without inhibiting direct communication between them; (5) being available for consultation and direct communication with major stockholders, if appropriate, and in coordination with senior management and other members of the Board as needed; (6) having the authority to call special meetings or executive sessions of the independent directors; and (7) such other duties as may be designated by the Board and/or the independent directors from time-to-time. The Board approved updates to the Company’s Corporate Governance Guidelines to define the duties of the lead independent director. The Corporate Governance Guidelines, as updated, are available on the Company’s Investor Relations website at www.irwendys.com.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
 No. 

   

Description

99.1    Press release issued by The Wendy’s Company on November 2, 2023.
104    Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    THE WENDY’S COMPANY
Date: November 2, 2023     By:  

/s/ Michael G. Berner

      Michael G. Berner
      Vice President – Corporate & Securities Counsel and Chief Compliance Officer, and Assistant Secretary

Exhibit 99.1

 

LOGO

THE WENDY’S COMPANY REPORTS THIRD QUARTER 2023 RESULTS

Dublin, Ohio (November 2, 2023) - The Wendy’s Company (Nasdaq: WEN) today reported unaudited results for the third quarter ended October 1, 2023.

“We continued to make meaningful progress across our strategic growth pillars during the third quarter,” President and Chief Executive Officer Todd Penegor said. “Global same-restaurant sales accelerated on a 2-year basis and digital sales grew 30% versus the prior year, driving another quarter of Company-operated restaurant margin expansion. Additionally, we have now opened 152 new restaurants across the globe this year and further solidified our development pipeline through significant new agreements in key growth markets. This success drives best in class franchisee satisfaction and alignment. We remain relentlessly focused on delivering meaningful global growth, supported by compelling restaurant economic model improvement and acceleration across our strategic pillars.”

Third Quarter 2023 Summary

See “Disclosure Regarding Non-GAAP Financial Measures” and the reconciliation tables that accompany this release for a discussion and reconciliation of certain non-GAAP financial measures included in this release.

 

Operational Highlights    Third Quarter     Year-to-Date  
     2022     2023     2022     2023  

Systemwide Sales Growth(1)

         

U.S.

      7.7%       3.6%       4.6%       6.0%  

International(2)

      18.3%       13.6%       20.1%       15.6%  

Global

      8.9%       4.8%       6.3%       7.2%  

Same-Restaurant Sales Growth(1)

         

U.S.

      6.4%       2.2%       3.3%       4.7%  

International(2)

      10.8%       7.8%       13.3%       9.4%  

Global

      6.9%       2.8%       4.4%       5.2%  

Systemwide Sales (In US$ Millions)(3)

         

U.S.

      $3,006       $3,113       $8,719       $9,242  

International(2)

      $413       $467       $1,192       $1,347  

Global

      $3,419       $3,580       $9,911       $10,589  

Restaurant Openings

         

U.S. - Total / Net

      27 / 14       27 / 17       101 / 59       66 / 16  

International - Total / Net

      31 /  26       45 / 34       97 /  72       86 / 55  

Global - Total / Net

      58 / 40       72 / 51       198 / 131       152 / 71  

Global Reimaging Completion Percentage

          77%       83%  

(1) Systemwide sales growth and same-restaurant sales growth are calculated on a constant currency basis and include sales by both Company-operated and franchise restaurants.

(2) Excludes Argentina.

(3) Systemwide sales include sales at both Company-operated and franchise restaurants.

 

 

 

 

1

Financial Highlights    Third Quarter   Year-to-Date
     2022   2023   B / (W)   2022   2023   B / (W)
($ In Millions Except Per Share Amounts)    (Unaudited)   (Unaudited)

Total Revenues

    $532.6   $550.6   3.4%   $1,559.0   $1,640.9   5.3%

Adjusted Revenues(1)

    $429.0   $441.6   2.9%   $1,258.0   $1,320.8   5.0%

U.S. Company-Operated Restaurant Margin

    14.8%   15.6%   0.8%   14.0%   15.9%   1.9%

General and Administrative Expense

    $62.5   $59.3   5.1%   $186.5   $184.3   1.2%

Operating Profit

    $98.1   $101.6   3.6%   $269.3   $295.4   9.7%

Reported Effective Tax Rate

    26.9%   25.5%   1.4%   26.6%   25.8%   0.7%

Net Income

    $50.5   $58.0   14.9%   $136.1   $157.5   15.7%

Adjusted EBITDA

    $134.5   $139.2   3.5%   $374.3   $409.3   9.4%

Reported Diluted Earnings Per Share

    $0.24   $0.28   16.7%   $0.63   $0.74   17.5%

Adjusted Earnings Per Share

    $0.24   $0.27   12.5%   $0.65   $0.76   16.9%

Cash Flows from Operations

          $182.6   $269.5   47.6%

Capital Expenditures

          $(50.0)   $(55.7)   (11.3)%

Free Cash Flow(2)

          $167.2   $226.4   35.4%

 

(1) 

Total revenues less advertising funds revenue.

(2)

Cash flows from operations minus capital expenditures and the impact of our advertising funds.

Third Quarter Financial Highlights

Total Revenues

The increase in revenues resulted primarily from higher sales at Company-operated restaurants, an increase in franchise royalty revenue, and an increase in advertising funds revenue. These increases were primarily driven by higher same-restaurant sales.

U.S. Company-Operated Restaurant Margin

The increase in U.S. Company-operated restaurant margin was primarily the result of a higher average check. This increase was partially offset by customer count declines, higher labor costs, and higher commodity costs.

General and Administrative Expense

The decrease in general and administrative expense was primarily driven by lower professional fees resulting primarily from the completion of the Company’s ERP implementation.

Operating Profit

The increase in operating profit resulted primarily from higher franchise royalty revenue, a decrease in the Company’s incremental investment in breakfast advertising, lower general and administrative expense, and an increase in U.S. Company-operated restaurant margin. These were partially offset by lower other operating income due to lapping a gain from insurance recoveries in the prior year and higher amortization of cloud computing arrangement costs.

Net Income

The increase in net income resulted primarily from higher other income primarily driven by an increase in interest income and an increase in operating profit.

 

2

Adjusted EBITDA

The increase in adjusted EBITDA resulted primarily from higher franchise royalty revenue, lower general and administrative expense, a decrease in the Company’s incremental investment in breakfast advertising, and an increase in U.S. Company-operated restaurant margin. These were partially offset by lower other operating income due to lapping a significant gain from insurance recoveries in the prior year.

Adjusted Earnings Per Share

The increase in adjusted earnings per share was driven by an increase in adjusted EBITDA and higher interest income. These increases were partially offset by higher amortization of cloud computing arrangement costs.

Year to Date Free Cash Flow

The increase in free cash flow resulted primarily from higher net income adjusted for non-cash expenses and a decrease in payments for incentive compensation. These were partially offset by higher capital expenditures.

Company Declares Quarterly Dividend

The Company announced today the declaration of its regular quarterly cash dividend of 25 cents per share. The dividend is payable on December 15, 2023, to shareholders of record as of December 1, 2023. The number of common shares outstanding as of October 26, 2023 was approximately 206.3 million.

Share Repurchases

The Company repurchased 2.7 million shares for $56.1 million in the third quarter of 2023. In the fourth quarter of 2023, the Company has repurchased 1.2 million shares for $23.6 million through October 26. As of October 26, approximately $332.1 million remains available under the Company’s existing share repurchase authorization that expires in February 2027.

2023 Outlook and Long-Term Outlook for 2024-2025

This release includes forward-looking projections for certain non-GAAP financial measures, including systemwide sales, adjusted EBITDA, adjusted earnings per share and free cash flow. The Company excludes certain expenses and benefits from adjusted EBITDA, adjusted earnings per share and free cash flow, such as the impact from our advertising funds, including the net change in the restricted operating assets and liabilities and any excess or deficit of advertising fund revenues over advertising fund expenses, impairment of long-lived assets, reorganization and realignment costs, system optimization gains, net, amortization of cloud computing arrangements, loss on early extinguishment of debt and the timing and resolution of certain tax matters. Due to the uncertainty and variability of the nature and amount of those expenses and benefits, the Company is unable without unreasonable effort to provide projections of net income, earnings per share or net cash provided by operating activities, or a reconciliation of those projected measures.

During 2023 the Company Now Expects:

 

  •  

Global systemwide sales growth: 6 to 7 percent

 

  •  

Cash flows from operations: $345 to $360 million

 

  •  

Capital expenditures: $80 to $85 million

In Addition, the Company Continues to Expect:

 

  •  

Adjusted EBITDA: $530 to $540 million

 

  •  

Adjusted earnings per share: $0.95 to $1.00

 

  •  

Free cash flow: $265 to $275 million

 

3

Company Maintains Long-Term Outlook for 2024-2025:

 

  •  

Systemwide sales growth: Mid-Single Digits

 

  •  

Free cash flow growth: High-Single to Low-Double Digits

Conference Call and Webcast Scheduled for 8:30 a.m. Today, November 2

The Company will host a conference call on Thursday, November 2 at 8:30 a.m. ET, with a simultaneous webcast from the Company’s Investor Relations website at www.irwendys.com. The related presentation materials will also be available on the Company’s Investor Relations website. The live conference call will be available by telephone at (844) 200-6205 for domestic callers and (929) 526-1599 for international callers, both using event ID 804841. An archived webcast and presentation materials will be available on the Company’s Investor Relations website.

Forward-Looking Statements

This release contains certain statements that are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Reform Act”). Generally, forward-looking statements include the words “may,” “believes,” “plans,” “expects,” “anticipates,” “intends,” “estimate,” “goal,” “upcoming,” “outlook,” “guidance” or the negation thereof, or similar expressions. In addition, all statements that address future operating, financial or business performance, strategies or initiatives, future efficiencies or savings, anticipated costs or charges, future capitalization, anticipated impacts of recent or pending investments or transactions and statements expressing general views about future results or brand health are forward-looking statements within the meaning of the Reform Act. Forward-looking statements are based on the Company’s expectations at the time such statements are made, speak only as of the dates they are made and are susceptible to a number of risks, uncertainties and other factors. For all such forward-looking statements, the Company claims the protection of the safe harbor for forward-looking statements contained in the Reform Act. The Company’s actual results, performance and achievements may differ materially from any future results, performance or achievements expressed or implied by the Company’s forward-looking statements.

Many important factors could affect the Company’s future results and cause those results to differ materially from those expressed in or implied by the Company’s forward-looking statements. Such factors include, but are not limited to, the following: (1) the impact of competition or poor customer experiences at Wendy’s restaurants; (2) adverse economic conditions or disruptions, including in regions with a high concentration of Wendy’s restaurants; (3) changes in discretionary consumer spending and consumer tastes and preferences; (4) the disruption to the Company’s business from the COVID-19 pandemic and the impact of the pandemic on the Company’s results of operations, financial condition and prospects; (5) impacts to the Company’s corporate reputation or the value and perception of the Company’s brand; (6) the effectiveness of the Company’s marketing and advertising programs and new product development; (7) the Company’s ability to manage the accelerated impact of social media; (8) the Company’s ability to protect its intellectual property; (9) food safety events or health concerns involving the Company’s products; (10) our ability to deliver accelerated global sales growth and achieve or maintain market share across our dayparts; (11) the Company’s ability to achieve its growth strategy through new restaurant development and its Image Activation program; (12) the Company’s ability to effectively manage the acquisition and disposition of restaurants or successfully implement other strategic initiatives; (13) risks associated with leasing and owning significant amounts of real estate, including environmental matters; (14) risks associated with the Company’s international operations, including the ability to execute its international growth strategy; (15) changes in commodity and other operating costs; (16) shortages

 

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or interruptions in the supply or distribution of the Company’s products and other risks associated with the Company’s independent supply chain purchasing co-op; (17) the impact of increased labor costs or labor shortages; (18) the continued succession and retention of key personnel and the effectiveness of the Company’s leadership and organizational structure; (19) risks associated with the Company’s digital commerce strategy, platforms and technologies, including its ability to adapt to changes in industry trends and consumer preferences; (20) the Company’s dependence on computer systems and information technology, including risks associated with the failure or interruption of its systems or technology or the occurrence of cyber incidents or deficiencies; (21) risks associated with the Company’s securitized financing facility and other debt agreements, including compliance with operational and financial covenants, restrictions on its ability to raise additional capital, the impact of its overall debt levels and the Company’s ability to generate sufficient cash flow to meet its debt service obligations and operate its business; (22) risks associated with the Company’s capital allocation policy, including the amount and timing of equity and debt repurchases and dividend payments; (23) risks associated with complaints and litigation, compliance with legal and regulatory requirements and an increased focus on environmental, social and governance issues; (24) risks associated with the availability and cost of insurance, changes in accounting standards, the recognition of impairment or other charges, changes in tax rates or tax laws and fluctuations in foreign currency exchange rates; (25) conditions beyond the Company’s control, such as adverse weather conditions, natural disasters, hostilities, social unrest, health epidemics or pandemics or other catastrophic events; (26) risks associated with the Company’s organizational redesign; and (27) other risks and uncertainties cited in the Company’s releases, public statements and/or filings with the Securities and Exchange Commission, including those identified in the “Risk Factors” sections of the Company’s Forms 10-K and 10-Q.

In addition to the factors described above, there are risks associated with the Company’s predominantly franchised business model that could impact its results, performance and achievements. Such risks include the Company’s ability to identify, attract and retain experienced and qualified franchisees, the Company’s ability to effectively manage the transfer of restaurants between and among franchisees, the business and financial health of franchisees, the ability of franchisees to meet their royalty, advertising, development, reimaging and other commitments, participation by franchisees in brand strategies and the fact that franchisees are independent third parties that own, operate and are responsible for overseeing the operations of their restaurants. The Company’s predominantly franchised business model may also impact the ability of the Wendy’s system to effectively respond and adapt to market changes.

All future written and oral forward-looking statements attributable to the Company or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements contained or referred to above. New risks and uncertainties arise from time to time, and factors that the Company currently deems immaterial may become material, and it is impossible for the Company to predict these events or how they may affect the Company.

The Company assumes no obligation to update any forward-looking statements after the date of this release as a result of new information, future events or developments, except as required by federal securities laws, although the Company may do so from time to time. The Company does not endorse any projections regarding future performance that may be made by third parties.

There can be no assurance that any additional regular quarterly cash dividends will be declared or paid after the date hereof, or of the amount or timing of such dividends, if any. Future dividend payments, if any, are subject to applicable law, will be made at the discretion of the Board of Directors and will be based on factors such as the Company’s earnings, financial condition and cash requirements and other factors.

 

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Disclosure Regarding Non-GAAP Financial Measures

In addition to the financial measures presented in this release in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”), the Company has included certain non-GAAP financial measures in this release, including adjusted revenue, adjusted EBITDA, adjusted earnings per share, free cash flow and systemwide sales.

The Company uses adjusted revenue, adjusted EBITDA, adjusted earnings per share and systemwide sales as internal measures of business operating performance and as performance measures for benchmarking against the Company’s peers and competitors. Adjusted EBITDA and systemwide sales are also used by the Company in establishing performance goals for purposes of executive compensation. The Company believes its presentation of adjusted revenue, adjusted EBITDA, adjusted earnings per share and systemwide sales provides a meaningful perspective of the underlying operating performance of our current business and enables investors to better understand and evaluate our historical and prospective operating performance. The Company believes these non-GAAP financial measures are important supplemental measures of operating performance because they eliminate items that vary from period to period without correlation to our core operating performance and highlight trends in our business that may not otherwise be apparent when relying solely on GAAP financial measures. Due to the nature and/or size of the items being excluded, such items do not reflect future gains, losses, expenses or benefits and are not indicative of our future operating performance. The Company believes investors, analysts and other interested parties use adjusted revenue, adjusted EBITDA, adjusted earnings per share and systemwide sales in evaluating issuers, and the presentation of these measures facilitates a comparative assessment of the Company’s operating performance in addition to the Company’s performance based on GAAP results.

This release also includes disclosure regarding the Company’s free cash flow. Free cash flow is a non-GAAP financial measure that is used by the Company as an internal measure of liquidity. Free cash flow is also used by the Company in establishing performance goals for purposes of executive compensation. The Company defines free cash flow as cash flows from operations minus (i) capital expenditures and (ii) the net change in the restricted operating assets and liabilities of the advertising funds and any excess/deficit of advertising funds revenue over advertising funds expense included in net income, as reported under GAAP. The impact of our advertising funds is excluded because the funds are used solely for advertising and are not available for the Company’s working capital needs. The Company may also make additional adjustments for certain non-recurring or unusual items to the extent identified in the reconciliation tables that accompany this release. The Company believes free cash flow is an important liquidity measure for investors and other interested persons because it communicates how much cash flow is available for working capital needs or to be used for repurchasing shares, paying dividends, repaying or refinancing debt, financing possible acquisitions or investments or other uses of cash.

Adjusted revenue, adjusted EBITDA, adjusted earnings per share, free cash flow and systemwide sales are not recognized terms under GAAP, and the Company’s presentation of these non-GAAP financial measures does not replace the presentation of the Company’s financial results in accordance with GAAP. Because all companies do not calculate adjusted revenue, adjusted EBITDA, adjusted earnings per share, free cash flow and systemwide sales (and similarly titled financial measures) in the same way, those measures as used by other companies may not be consistent with the way the Company calculates such measures. The non-GAAP financial measures included in this release should not be construed as substitutes for or better indicators of the Company’s performance than the most directly comparable GAAP financial measures. See the reconciliation tables that accompany this release for additional information regarding certain of the non-GAAP financial measures included herein.

 

6

Key Business Measures

The Company tracks its results of operations and manages its business using certain key business measures, including same-restaurant sales, systemwide sales and Company-operated restaurant margin, which are measures commonly used in the quick-service restaurant industry that are important to understanding Company performance.

Same-restaurant sales and systemwide sales each include sales by both Company-operated and franchise restaurants. The Company reports same-restaurant sales for new restaurants after they have been open for 15 continuous months and for reimaged restaurants as soon as they reopen. Restaurants temporarily closed for more than one fiscal week are excluded from same-restaurant sales.

Franchise restaurant sales are reported by our franchisees and represent their revenues from sales at franchised Wendy’s restaurants. Sales by franchise restaurants are not recorded as Company revenues and are not included in the Company’s consolidated financial statements. However, the Company’s royalty revenues are computed as percentages of sales made by Wendy’s franchisees and, as a result, sales by franchisees have a direct effect on the Company’s royalty revenues and profitability.

Same-restaurant sales and systemwide sales exclude sales from Argentina due to the highly inflationary economy of that country.

The Company calculates same-restaurant sales and systemwide sales growth on a constant currency basis. Constant currency results exclude the impact of foreign currency translation and are derived by translating current year results at prior year average exchange rates. The Company believes excluding the impact of foreign currency translation provides better year over year comparability.

U.S. Company-operated restaurant margin is defined as sales from U.S. Company-operated restaurants less cost of sales divided by sales from U.S. Company-operated restaurants. Cost of sales includes food and paper, restaurant labor and occupancy, advertising and other operating costs. Cost of sales excludes certain costs that support restaurant operations that are not allocated to individual restaurants, which are included in “General and administrative.” Cost of sales also excludes depreciation and amortization expense and impairment of long-lived assets. Therefore, as restaurant margin as presented excludes certain costs as described above, its usefulness may be limited and may not be comparable to other similarly titled measures of other companies in our industry.

About Wendy’s

Wendy’s® was founded in 1969 by Dave Thomas in Columbus, Ohio. Dave built his business on the premise, “Quality is our Recipe®,” which remains the guidepost of the Wendy’s system. Wendy’s is best known for its made-to-order square hamburgers, using fresh, never frozen beef*, freshly-prepared salads, and other signature items like chili, baked potatoes and the Frosty® dessert. The Wendy’s Company (Nasdaq: WEN) is committed to doing the right thing and making a positive difference in the lives of others. This is most visible through the Company’s support of the Dave Thomas Foundation for Adoption® and its signature Wendy’s Wonderful Kids® program, which seeks to find a loving, forever home for every child waiting to be adopted from the North American foster care system. Today, Wendy’s and its franchisees employ hundreds of thousands

 

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of people across over 7,000 restaurants worldwide with a vision of becoming the world’s most thriving and beloved restaurant brand. For details on franchising, connect with us at www.wendys.com/franchising. Visit www.wendys.com and www.squaredealblog.com for more information and connect with us on X and Instagram using @wendys, and on Facebook at www.facebook.com/wendys.

*Fresh beef available in the contiguous U.S., Alaska, and Canada.

Investor Contact:

Kelsey Freed

Director - Investor Relations

(614) 764-3345; kelsey.freed@wendys.com

Media Contact:

Heidi Schauer

Vice President – Communications, Public Affairs & Customer Care

(614) 764-3368; heidi.schauer@wendys.com

 

8

The Wendy’s Company and Subsidiaries

Condensed Consolidated Statements of Operations

Three and Nine Month Periods Ended October 2, 2022 and October 1, 2023

(In Thousands Except Per Share Amounts)

(Unaudited)

 

     Three Months Ended     Nine Months Ended  
     2022     2023     2022     2023  

Revenues:

         

Sales

    $ 228,786     $ 234,721     $ 668,930     $ 703,358  

Franchise royalty revenue

      124,557       130,088       361,315       384,366  

Franchise fees

      17,176       19,257       52,830       59,704  

Franchise rental income

      58,463       57,567       174,944       173,407  

Advertising funds revenue

      103,587       108,922       300,976       320,092  
  

 

 

    

 

 

    

 

 

    

 

 

  
     532,569       550,555       1,558,995       1,640,927  
  

 

 

    

 

 

    

 

 

    

 

 

  

Costs and expenses:

         

Cost of sales

      196,168       199,522       578,506       597,068  

Franchise support and other costs

      12,728       14,806       34,456       41,853  

Franchise rental expense

      31,687       31,876       92,699       94,901  

Advertising funds expense

      108,269       107,895       317,042       319,174  

General and administrative

      62,523       59,288       186,506       184,306  

Depreciation and amortization (exclusive of amortization of cloud computing arrangements shown separately below)

      34,252       34,288       100,911       101,258  

Amortization of cloud computing arrangements

      888       3,844       888       7,692  

System optimization gains, net

      (452 )      (120 )      (4,138 )      (119 ) 

Reorganization and realignment costs

      8       611       628       8,100  

Impairment of long-lived assets

      206       59       2,682       513  

Other operating income, net

      (11,843 )      (3,117 )      (20,482 )      (9,174 ) 
  

 

 

    

 

 

    

 

 

    

 

 

  
     434,434       448,952       1,289,698       1,345,572  
  

 

 

    

 

 

    

 

 

    

 

 

  

Operating profit

      98,135       101,603       269,297       295,355  

Interest expense, net

      (31,916 )      (30,957 )      (90,406 )      (93,798 ) 

Loss on early extinguishment of debt

      —        (319 )      —        (1,585 ) 

Investment income (loss), net

      —        —        2,107       (10,389 ) 

Other income, net

      2,910       7,637       4,355       22,546  
  

 

 

    

 

 

    

 

 

    

 

 

  

Income before income taxes

      69,129       77,964       185,353       212,129  

Provision for income taxes

      (18,587 )      (19,915 )      (49,258 )      (54,627 ) 
  

 

 

    

 

 

    

 

 

    

 

 

  

Net income

    $ 50,542     $ 58,049     $ 136,095     $ 157,502  
  

 

 

    

 

 

    

 

 

    

 

 

  

Net income per share:

         

Basic

    $ .24     $ .28     $ .64     $ .75  

Diluted

      .24       .28       .63       .74  

Number of shares used to calculate basic income per share

      212,805       208,834       214,032       210,668  
  

 

 

    

 

 

    

 

 

    

 

 

  

Number of shares used to calculate diluted income per share

      214,601       210,602       216,003       212,853  
  

 

 

    

 

 

    

 

 

    

 

 

  

 

9

The Wendy’s Company and Subsidiaries

Condensed Consolidated Balance Sheets

As of January 1, 2023 and October 1, 2023

(In Thousands Except Par Value)

(Unaudited)

 

     January 1,
2023		     October 1,
2023		  

ASSETS

     

Current assets:

     

Cash and cash equivalents

    $ 745,889     $ 598,025  

Restricted cash

      35,203       36,727  

Accounts and notes receivable, net

      116,426       138,064  

Inventories

      7,129       6,813  

Prepaid expenses and other current assets

      26,963       33,311  

Advertising funds restricted assets

      126,673       113,112  
  

 

 

    

 

 

  

Total current assets

      1,058,283       926,052  

Properties

      895,778       886,792  

Finance lease assets

      234,570       227,289  

Operating lease assets

      754,498       718,387  

Goodwill

      773,088       773,187  

Other intangible assets

      1,248,800       1,225,290  

Investments

      46,028       34,441  

Net investment in sales-type and direct financing leases

      317,337       313,969  

Other assets

      170,962       185,041  
  

 

 

    

 

 

  

Total assets

    $ 5,499,344     $ 5,290,448  
  

 

 

    

 

 

  

LIABILITIES AND STOCKHOLDERS’ EQUITY

     

Current liabilities:

     

Current portion of long-term debt

    $ 29,250     $ 29,250  

Current portion of finance lease liabilities

      18,316       19,734  

Current portion of operating lease liabilities

      48,120       49,155  

Accounts payable

      43,996       41,693  

Accrued expenses and other current liabilities

      116,010       148,936  

Advertising funds restricted liabilities

      132,307       116,432  
  

 

 

    

 

 

  

Total current liabilities

      387,999       405,200  

Long-term debt

      2,822,196       2,768,226  

Long-term finance lease liabilities

      571,877       566,739  

Long-term operating lease liabilities

      792,051       753,301  

Deferred income taxes

      270,421       270,614  

Deferred franchise fees

      90,231       89,363  

Other liabilities

      98,849       94,441  
  

 

 

    

 

 

  

Total liabilities

      5,033,624       4,947,884  

Commitments and contingencies

     

Stockholders’ equity:

     

Common stock, $0.10 par value; 1,500,000 shares authorized; 470,424 shares issued; 213,101 and 207,468 shares outstanding, respectively

      47,042       47,042  

Additional paid-in capital

      2,937,885       2,950,916  

Retained earnings

      414,749       414,324  

Common stock held in treasury, at cost; 257,323 and 262,956 shares, respectively

      (2,869,780 )      (3,006,116 ) 

Accumulated other comprehensive loss

      (64,176 )      (63,602 ) 
  

 

 

    

 

 

  

Total stockholders’ equity

      465,720       342,564  
  

 

 

    

 

 

  

Total liabilities and stockholders’ equity

    $ 5,499,344     $ 5,290,448  
  

 

 

    

 

 

  

 

10

The Wendy’s Company and Subsidiaries

Condensed Consolidated Statements of Cash Flows

Nine Month Periods Ended October 2, 2022 and October 1, 2023

(In Thousands)

(Unaudited)

 

     Nine Months Ended  
     2022     2023  

Cash flows from operating activities:

     

Net income

    $ 136,095     $ 157,502  

Adjustments to reconcile net income to net cash provided by operating activities:

     

Depreciation and amortization (exclusive of amortization of cloud computing arrangements shown separately below)

      100,911       101,258  

Amortization of cloud computing arrangements

      888       7,692  

Share-based compensation

      17,497       16,769  

Impairment of long-lived assets

      2,682       513  

Deferred income tax

      10,214       (502 ) 

Non-cash rental expense, net

      26,164       30,724  

Change in operating lease liabilities

      (34,241 )      (35,319 ) 

Net receipt of deferred vendor incentives

      1,884       4,007  

System optimization gains, net

      (4,138 )      (119 ) 

Distributions received from joint ventures, net of equity in earnings

      3,468       1,349  

Long-term debt-related activities, net

      5,746       7,310  

Cloud computing arrangements expenditures

      (22,685 )      (25,154 ) 

Changes in operating assets and liabilities and other, net

      (61,846 )      3,495  
  

 

 

    

 

 

  

Net cash provided by operating activities

      182,639       269,525  
  

 

 

    

 

 

  

Cash flows from investing activities:

     

Capital expenditures

      (50,036 )      (55,689 ) 

Franchise development fund

      (2,484 )      (1,947 ) 

Dispositions

      3,731       280  

Notes receivable, net

      2,713       1,825  
  

 

 

    

 

 

  

Net cash used in investing activities

      (46,076 )      (55,531 ) 
  

 

 

    

 

 

  

Cash flows from financing activities:

     

Proceeds from long-term debt

      500,000       —   

Repayments of long-term debt

      (19,437 )      (61,280 ) 

Repayments of finance lease liabilities

      (13,411 )      (16,947 ) 

Deferred financing costs

      (10,232 )      —   

Repurchases of common stock

      (51,950 )      (142,413 ) 

Dividends

      (80,153 )      (157,871 ) 

Proceeds from stock option exercises

      2,668       9,113  

Payments related to tax withholding for share-based compensation

      (2,980 )      (3,827 ) 
  

 

 

    

 

 

  

Net cash provided by (used in) financing activities

      324,505       (373,225 ) 
  

 

 

    

 

 

  

Net cash provided by (used in) operations before effect of exchange rate changes on cash

      461,068       (159,231 ) 

Effect of exchange rate changes on cash

      (7,176 )      307  
  

 

 

    

 

 

  

Net increase (decrease) in cash, cash equivalents and restricted cash

      453,892       (158,924 ) 

Cash, cash equivalents and restricted cash at beginning of period

      366,966       831,801  
  

 

 

    

 

 

  

Cash, cash equivalents and restricted cash at end of period

    $ 820,858     $ 672,877  
  

 

 

    

 

 

  

 

11

The Wendy’s Company and Subsidiaries

Reconciliations of Net Income to Adjusted EBITDA and Revenues to Adjusted Revenues

Three and Nine Month Periods Ended October 2, 2022 and October 1, 2023

(In Thousands)

(Unaudited)

 

     Three Months Ended     Nine Months Ended  
     2022     2023     2022     2023  

Net income

    $ 50,542     $ 58,049     $ 136,095     $ 157,502  

Provision for income taxes

      18,587       19,915       49,258       54,627  
  

 

 

    

 

 

    

 

 

    

 

 

  

Income before income taxes

      69,129       77,964       185,353       212,129  

Other income, net

      (2,910 )      (7,637 )      (4,355 )      (22,546 ) 

Investment (income) loss, net

      —        —        (2,107 )      10,389  

Loss on early extinguishment of debt

      —        319       —        1,585  

Interest expense, net

      31,916       30,957       90,406       93,798  
  

 

 

    

 

 

    

 

 

    

 

 

  

Operating profit

      98,135       101,603       269,297       295,355  

Plus (less):

         

Advertising funds revenue

      (103,587 )      (108,922 )      (300,976 )      (320,092 ) 

Advertising funds expense (a)

      105,026       107,834       305,033       316,583  

Depreciation and amortization (exclusive of amortization of cloud computing arrangements shown separately below)

      34,252       34,288       100,911       101,258  

Amortization of cloud computing arrangements

      888       3,844       888       7,692  

System optimization gains, net

      (452 )      (120 )      (4,138 )      (119 ) 

Reorganization and realignment costs

      8       611       628       8,100  

Impairment of long-lived assets

      206       59       2,682       513  
  

 

 

    

 

 

    

 

 

    

 

 

  

Adjusted EBITDA

    $ 134,476     $ 139,197     $ 374,325     $ 409,290  
  

 

 

    

 

 

    

 

 

    

 

 

  

 

Revenues

    $ 532,569     $ 550,555     $ 1,558,995     $ 1,640,927  

Less:

         

Advertising funds revenue

      (103,587 )      (108,922 )      (300,976 )      (320,092 ) 
  

 

 

    

 

 

    

 

 

    

 

 

  

Adjusted revenues

    $ 428,982     $ 441,633     $ 1,258,019     $ 1,320,835  
  

 

 

    

 

 

    

 

 

    

 

 

  

 

(a)

Excludes advertising funds expense of $3,781 and $11,025 for the three and nine months ended October 2, 2022, respectively, and $596 and $1,802 for the three and nine months ended October 1, 2023, respectively, related to the Company’s funding of incremental advertising. In addition, excludes other international-related advertising surplus (deficit) of $538 and $(984) for the three and nine months ended October 2, 2022, respectively, and $535 and $(789) for the three and nine months ended October 1, 2023, respectively.

 

12

The Wendy’s Company and Subsidiaries

Reconciliation of Net Income and Diluted Earnings Per Share to

Adjusted Income and Adjusted Earnings Per Share

Three and Nine Month Periods Ended October 2, 2022 and October 1, 2023

(In Thousands Except Per Share Amounts)

(Unaudited)

 

     Three Months Ended     Nine Months Ended  
     2022     2023     2022     2023  

Net income

    $ 50,542     $ 58,049     $ 136,095     $ 157,502  
  

 

 

    

 

 

    

 

 

    

 

 

  

Plus (less):

         

Advertising funds revenue

      (103,587 )      (108,922 )      (300,976 )      (320,092 ) 

Advertising funds expense (a)

      105,026       107,834       305,033       316,583  

System optimization gains, net

      (452 )      (120 )      (4,138 )      (119 ) 

Reorganization and realignment costs

      8       611       628       8,100  

Impairment of long-lived assets

      206       59       2,682       513  

Loss on early extinguishment of debt

      —        319       —        1,585  
  

 

 

    

 

 

    

 

 

    

 

 

  

Total adjustments

      1,201       (219 )      3,229       6,570  

Income tax impact on adjustments (b)

      40       (187 )      189       (2,272 ) 
  

 

 

    

 

 

    

 

 

    

 

 

  

Total adjustments, net of income taxes

      1,241       (406 )      3,418       4,298  
  

 

 

    

 

 

    

 

 

    

 

 

  

Adjusted income

    $ 51,783     $ 57,643     $ 139,513     $ 161,800  
  

 

 

    

 

 

    

 

 

    

 

 

  

 

Diluted earnings per share

    $ .24     $ .28     $ .63     $ .74  

Total adjustments per share, net of income taxes

      —        (.01 )      .02       .02  
  

 

 

    

 

 

    

 

 

    

 

 

  

Adjusted earnings per share

    $ .24     $ .27     $ .65     $ .76  
  

 

 

    

 

 

    

 

 

    

 

 

  

 

(a)

Excludes advertising funds expense of $3,781 and $11,025 for the three and nine months ended October 2, 2022, respectively, and $596 and $1,802 for the three and nine months ended October 1, 2023, respectively, related to the Company’s funding of incremental advertising. In addition, excludes other international-related advertising surplus (deficit) of $538 and $(984) for the three and nine months ended October 2, 2022, respectively, and $535 and $(789) for the three and nine months ended October 1, 2023, respectively.

(b)

The benefit from income taxes on “Reorganization and realignment costs” was $111 and $1,768 for the three and nine months ended October 1, 2023, respectively. The provision for income taxes on “System optimization gains, net” was $114 and $1,044 for the three and nine months ended October 2, 2022, respectively, and $32 for the three and nine months ended October 1, 2023. The benefit from income taxes related to the advertising funds was $20 for the three and nine months ended October 2, 2022, and $12 and $5 for the three and nine months ended October 1, 2023, respectively. The benefit from income taxes on all other adjustments was calculated using an effective tax rate of 25.37% and 25.23% for the three months nine months ended October 2, 2022, respectively, and 25.32% and 25.33% for the three and nine months ended October 1, 2023, respectively.

 

13

The Wendy’s Company and Subsidiaries

Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow

Nine Month Periods Ended October 2, 2022 and October 1, 2023

(In Thousands)

(Unaudited)

 

     Nine Months Ended  
     2022     2023  

Net cash provided by operating activities

    $ 182,639     $ 269,525  

Plus (less):

     

Capital expenditures

      (50,036 )      (55,689 ) 

Advertising funds impact (a)

      34,566       12,613  
  

 

 

    

 

 

  

Free cash flow

    $ 167,169     $ 226,449  
  

 

 

    

 

 

  

 

(a)

Represents the net change in the restricted operating assets and liabilities of our advertising funds, which is included in “Changes in operating assets and liabilities and other, net,” and the excess of advertising funds expense over advertising funds revenue, which is included in “Net income.”

 

14

v3.23.3
Document and Entity Information
Oct. 30, 2023
Cover [Abstract]  
Entity Registrant Name Wendy's Co
Amendment Flag false
Entity Central Index Key 0000030697
Document Type 8-K
Document Period End Date Oct. 30, 2023
Entity Incorporation State Country Code DE
Entity File Number 1-2207
Entity Tax Identification Number 38-0471180
Entity Address, Address Line One One Dave Thomas Boulevard
Entity Address, City or Town Dublin
Entity Address, State or Province OH
Entity Address, Postal Zip Code 43017
City Area Code (614)
Local Phone Number 764-3100
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Common Stock, $0.10 par value
Trading Symbol WEN
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
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