Wendy's Co false 0000030697 0000030697 2024-02-15 2024-02-15

 

 

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): February 15, 2024

 

 

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)   (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 communications 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, $.10 par value   WEN   The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§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 February 15, 2024, The Wendy’s Company (the “Company”) issued a press release reporting its financial results for the fourth quarter and fiscal year ended December 31, 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 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits.

 

Exhibit No.

  

Description

99.1    Press release issued by The Wendy’s Company on February 15, 2024.
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: February 15, 2024     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 FOURTH QUARTER AND FULL YEAR 2023 RESULTS

Dublin, Ohio (February 15, 2024) - The Wendy’s Company (Nasdaq: WEN) today reported unaudited results for the fourth quarter and full year ended December 31, 2023.

“The Wendy’s® system delivered strong sales, profit, and cash flow growth in 2023, all supported by progress on our strategic growth pillars,” President and Chief Executive Officer Kirk Tanner said. “2023 marked the brand’s 13th consecutive year of global same-restaurant sales growth, highlighting the system’s consistent execution and strong franchisee alignment as the team continued to grow the beloved Wendy’s brand. The team also significantly accelerated digital sales, opened nearly 250 new restaurants across the globe, and expanded U.S. Company-operated restaurant margin to pre-COVID levels despite extreme inflationary headwinds in recent years.

“I am excited to begin this next chapter for Wendy’s with new plans and investments to accelerate our global growth, deliver significant restaurant margin expansion, and drive long-term shareholder value. I am looking forward to working with the team to deliver on the significant opportunities ahead.”

Fourth Quarter and Full Year 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    Fourth Quarter     Full Year  
     2022     2023     2022     2023  

Systemwide Sales Growth(1)

        

U.S.

     7.2%       2.3%       5.3%       5.1%  

International(2)

     16.8%       9.7%       19.2%       14.1%  

Global

     8.4%       3.2%       6.8%       6.1%  

Same-Restaurant Sales Growth(1)

        

U.S.

     5.9%       0.9%       3.9%       3.7%  

International(2)

     9.9%       4.3%       12.4%       8.1%  

Global

     6.4%       1.3%       4.9%       4.3%  

Systemwide Sales (In US$ Millions)(3)

        

U.S.

     $2,976       $3,043       $11,694       $12,285  

International(2)

     $414       $455       $1,606       $1,802  

Global

     $3,390       $3,498       $13,301       $14,088  

Restaurant Openings

        

U.S. - Total / Net

     38 / (3)       31 / 20       139 / 56       97 / 36  

International - Total / Net

     40 / 18       65 / 54       137 / 90       151 / 109  

Global - Total / Net

     78 / 15       96 / 74       276 / 146       248 / 145  

Global Reimaging Completion Percentage

         79%       86%  

(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.

 

 

 

 

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Financial Highlights    Fourth Quarter   Full Year
     2022   2023   B / (W)   2022   2023   B / (W)
($ In Millions Except Per Share Amounts)    (Unaudited)   (Unaudited)

Total Revenues

   $536.5   $540.7   0.8%   $2,095.5   $2,181.6   4.1%

Adjusted Revenues(1)

   $431.3   $431.7   0.1%   $1,689.3   $1,752.6   3.7%

U.S. Company-Operated Restaurant Margin

   15.1%   13.5%   (1.6)%   14.3%   15.3%   1.0%

General and Administrative Expense

   $68.5   $65.7   4.1%   $255.0   $250.0   2.0%

Operating Profit

   $84.0   $86.6   3.1%   $353.3   $382.0   8.1%

Reported Effective Tax Rate

   29.0%   30.2%   (1.2)%   27.2%   26.8%   0.4%

Net Income

   $41.3   $46.9   13.6%   $177.4   $204.4   15.2%

Adjusted EBITDA

   $123.5   $126.6   2.5%   $497.8   $535.9   7.7%

Reported Diluted Earnings Per Share

   $0.19   $0.23   21.1%   $0.82   $0.97   18.3%

Adjusted Earnings Per Share

   $0.22   $0.21   (4.5)%   $0.86   $0.97   12.8%

Cash Flows from Operations

         $259.9   $345.4   32.9%

Capital Expenditures

         $(85.5)   $(85.0)   0.6%

Free Cash Flow(2)

         $213.1   $274.3   28.7%

 

(1) 

Total revenues less advertising funds revenue.

(2)

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

Fourth Quarter Financial Highlights

Total Revenues

The increase in revenues resulted primarily from an increase in advertising funds revenue and an increase in franchise royalty revenue, both primarily driven by higher same-restaurant sales. These increases were partially offset by lower franchise rental income primarily driven by fewer lease assignments.

U.S. Company-Operated Restaurant Margin

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

General and Administrative Expense

The decrease in general and administrative expense was primarily driven by a decrease in employee compensation and benefits.

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, and lower general and administrative expense. These were partially offset by a decrease in U.S. Company-operated restaurant margin and higher amortization of cloud computing arrangement costs.

Net Income

The increase in net income resulted primarily from a gain on early extinguishment of debt related to the repurchase of securitized debt in the fourth quarter of 2023 and an increase in operating profit.

Adjusted EBITDA

The increase in adjusted EBITDA resulted primarily from higher franchise royalty revenue, a decrease in the Company’s incremental investment in breakfast advertising, and lower general and administrative expense. These were partially offset by a decrease in U.S. Company-operated restaurant margin and higher franchise support and other costs primarily resulting from increased information technology and digital services provided to franchisees.

 

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Adjusted Earnings Per Share

The decrease in adjusted earnings per share was driven by higher amortization of cloud computing arrangement costs and a higher tax rate. These were partially offset by an increase in adjusted EBITDA.

Full Year 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 higher labor costs, higher commodity costs, and customer count declines.

General and Administrative Expense

The decrease in general and administrative expense was primarily driven by a decrease in employee compensation and benefits, a decrease in stock compensation, and lower professional fees resulting primarily from the completion of the Company’s ERP implementation. These were partially offset by a higher incentive compensation accrual.

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, an increase in U.S. Company-operated restaurant margin, and lower general and administrative expense. These were partially offset by higher amortization of cloud computing arrangement costs and lower other operating income primarily due to lapping a gain from insurance recoveries in the prior year.

Net Income

The increase in net income resulted primarily from an increase in operating profit and higher other income primarily driven by an increase in interest income. These increases were partially offset by a decrease in investment income.

Adjusted EBITDA

The increase in adjusted EBITDA resulted primarily from higher franchise royalty revenue, 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 primarily due to lapping a 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 a decrease in investment income and higher amortization of cloud computing arrangement costs.

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.

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 March 15, 2024, to shareholders of record as of March 1, 2024. The number of common shares outstanding as of February 8, 2024 was approximately 205.5 million.

 

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Share Repurchases

The Company repurchased 2.4 million shares for $45.7 million in the fourth quarter of 2023. The Company has not repurchased any shares in the first quarter of 2024 as of the date of this release. As of February 15, approximately $310.0 million remains available under the Company’s existing share repurchase authorization that expires in February 2027.

Company Announces Investments to Drive Accelerated Global Growth

The Company announced today investments that are expected to accelerate global growth, deliver significant restaurant margin expansion, and drive long-term shareholder value. The Company plans to invest:

 

   

Approximately $55 million in incremental breakfast advertising in the U.S. and Canada split evenly over the next two years;

 

   

Approximately $15 million, primarily in 2024, to support digital growth through mobile app enhancements and a step change in personalized marketing capabilities;

 

   

Approximately $30 million to support a rollout of digital menu boards to all U.S. Company-operated restaurants by the end of 2025 and digital menu board enhancements for the global system over the next two years.

2024 Outlook

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, gain on early extinguishment of debt, net, 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 2024 the Company Expects:

 

   

Global systemwide sales growth: 5 to 6 percent

 

   

Adjusted EBITDA: $535 to $545 million

 

   

Adjusted earnings per share: $0.98 to $1.02

 

   

Cash flows from operations: $370 to $390 million

 

   

Capital expenditures: $90 to $100 million

 

   

Free cash flow: $280 to $290 million

Conference Call and Webcast Scheduled for 8:30 a.m. Today, February 15

The Company will host a conference call on Thursday, February 15 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 796998. 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

 

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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 COVID-19 and its impact 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 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 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; and (26) 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.

 

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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.

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.

 

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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.

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

 

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American foster care system. Today, Wendy’s and its franchisees employ hundreds of thousands 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

 

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The Wendy’s Company and Subsidiaries

Consolidated Statements of Operations

Three and Twelve Month Periods Ended January 1, 2023 and December 31, 2023

(In Thousands Except Per Share Amounts)

(Unaudited)

 

     Three Months Ended     Twelve Months Ended  
     2022     2023     2022     2023  

Revenues:

        

Sales

   $ 227,655     $ 226,725     $ 896,585     $ 930,083  

Franchise royalty revenue

     124,173       127,793       485,488       512,159  

Franchise fees

     19,917       20,468       72,747       80,172  

Franchise rental income

     59,521       56,761       234,465       230,168  

Advertising funds revenue

     105,244       108,904       406,220       428,996  
  

 

 

   

 

 

   

 

 

   

 

 

 
     536,510       540,651       2,095,505       2,181,578  
  

 

 

   

 

 

   

 

 

   

 

 

 

Costs and expenses:

        

Cost of sales

     194,663       197,425       773,169       794,493  

Franchise support and other costs

     12,280       15,390       46,736       57,243  

Franchise rental expense

     31,384       30,470       124,083       125,371  

Advertising funds expense

     113,718       108,829       430,760       428,003  

General and administrative

     68,473       65,658       254,979       249,964  

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

     32,503       34,531       133,414       135,789  

Amortization of cloud computing arrangements

     1,506       5,086       2,394       12,778  

System optimization gains, net

     (2,641     (761     (6,779     (880

Reorganization and realignment costs

     70       1,100       698       9,200  

Impairment of long-lived assets

     3,738       888       6,420       1,401  

Other operating income, net

     (3,201     (4,594     (23,683     (13,768
  

 

 

   

 

 

   

 

 

   

 

 

 
     452,493       454,022       1,742,191       1,799,594  
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating profit

     84,017       86,629       353,314       381,984  

Interest expense, net

     (31,913     (30,263     (122,319     (124,061

Gain on early extinguishment of debt, net

     —        3,868       —        2,283  

Investment income (loss), net

     —        31       2,107       (10,358

Other income, net

     6,048       7,024       10,403       29,570  
  

 

 

   

 

 

   

 

 

   

 

 

 

Income before income taxes

     58,152       67,289       243,505       279,418  

Provision for income taxes

     (16,877     (20,351     (66,135     (74,978
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income

   $ 41,275     $ 46,938     $ 177,370     $ 204,440  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income per share:

        

Basic

   $ .19     $ .23     $ .83     $ .98  

Diluted

     .19       .23       .82       .97  

Number of shares used to calculate basic income per share

     212,967       205,938       213,766       209,486  
  

 

 

   

 

 

   

 

 

   

 

 

 

Number of shares used to calculate diluted income per share

     215,346       207,578       215,839       211,534  
  

 

 

   

 

 

   

 

 

   

 

 

 

 

9


The Wendy’s Company and Subsidiaries

Consolidated Balance Sheets

As of January 1, 2023 and December 31, 2023

(In Thousands Except Par Value)

(Unaudited)

 

     January 1,
2023
    December 31,
2023
 

ASSETS

    

Current assets:

    

Cash and cash equivalents

   $ 745,889     $ 516,037  

Restricted cash

     35,203       35,848  

Accounts and notes receivable, net

     116,426       121,683  

Inventories

     7,129       6,690  

Prepaid expenses and other current assets

     26,963       39,640  

Advertising funds restricted assets

     126,673       117,755  
  

 

 

   

 

 

 

Total current assets

     1,058,283       837,653  

Properties

     895,778       891,080  

Finance lease assets

     234,570       228,936  

Operating lease assets

     754,498       705,615  

Goodwill

     773,088       773,727  

Other intangible assets

     1,248,800       1,219,129  

Investments

     46,028       34,445  

Net investment in sales-type and direct financing leases

     317,337       313,664  

Other assets

     170,962       178,577  
  

 

 

   

 

 

 

Total assets

   $ 5,499,344     $ 5,182,826  
  

 

 

   

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

    

Current liabilities:

    

Current portion of long-term debt

   $ 29,250     $ 29,250  

Current portion of finance lease liabilities

     18,316       20,250  

Current portion of operating lease liabilities

     48,120       49,353  

Accounts payable

     43,996       27,370  

Accrued expenses and other current liabilities

     116,010       135,149  

Advertising funds restricted liabilities

     132,307       120,558  
  

 

 

   

 

 

 

Total current liabilities

     387,999       381,930  

Long-term debt

     2,822,196       2,732,814  

Long-term finance lease liabilities

     571,877       568,767  

Long-term operating lease liabilities

     792,051       739,340  

Deferred income taxes

     270,421       270,353  

Deferred franchise fees

     90,231       90,132  

Other liabilities

     98,849       89,711  
  

 

 

   

 

 

 

Total liabilities

     5,033,624       4,873,047  

Commitments and contingencies

    

Stockholders’ equity:

    

Common stock, $0.10 par value; 1,500,000 shares authorized; 470,424 shares issued; 213,101 and 205,397 shares outstanding, respectively

     47,042       47,042  

Additional paid-in capital

     2,937,885       2,960,035  

Retained earnings

     414,749       409,863  

Common stock held in treasury, at cost; 257,323 and 265,027 shares, respectively

     (2,869,780     (3,048,786

Accumulated other comprehensive loss

     (64,176     (58,375
  

 

 

   

 

 

 

Total stockholders’ equity

     465,720       309,779  
  

 

 

   

 

 

 

Total liabilities and stockholders’ equity

   $ 5,499,344     $ 5,182,826  
  

 

 

   

 

 

 

 

10


The Wendy’s Company and Subsidiaries

Consolidated Statements of Cash Flows

Twelve Month Periods Ended January 1, 2023 and December 31, 2023

(In Thousands)

(Unaudited)

 

     Twelve Months Ended  
     2022     2023  

Cash flows from operating activities:

    

Net income

   $ 177,370     $ 204,440  

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)

     133,414       135,789  

Amortization of cloud computing arrangements

     2,394       12,778  

Share-based compensation

     24,538       23,747  

Impairment of long-lived assets

     6,420       1,401  

Deferred income tax

     4,305       (807

Non-cash rental expense, net

     33,915       40,655  

Change in operating lease liabilities

     (45,682     (47,212

Net (recognition) receipt of deferred vendor incentives

     (1,060     1,034  

System optimization gains, net

     (6,779     (880

Gain on sale of investments, net

     —        (31

Distributions received from TimWen joint venture

     12,612       12,901  

Equity in earnings in joint ventures, net

     (9,422     (10,819

Long-term debt-related activities, net

     7,762       5,320  

Cloud computing arrangements expenditures

     (30,220     (32,902

Other, net

     (4,554     22,883  

Changes in operating assets and liabilities:

    

Accounts and notes receivable, net

     (5,857     430  

Inventories

     (1,203     439  

Prepaid expenses and other current assets

     6,769       (672

Advertising funds restricted assets and liabilities

     (30,503     (18,210

Accounts payable

     (1,533     (8,826

Accrued expenses and other current liabilities

     (12,782     3,958  
  

 

 

   

 

 

 

Net cash provided by operating activities

     259,904       345,416  
  

 

 

   

 

 

 

Cash flows from investing activities:

    

Capital expenditures

     (85,544     (85,021

Franchise development fund

     (3,605     (7,951

Dispositions

     8,237       2,115  

Proceeds from sale of investments

     —        31  

Notes receivable, net

     3,136       4,280  
  

 

 

   

 

 

 

Net cash used in investing activities

     (77,776     (86,546
  

 

 

   

 

 

 

Cash flows from financing activities:

    

Proceeds from long-term debt

     500,000       —   

Repayments of long-term debt

     (26,750     (94,702

Repayments of finance lease liabilities

     (17,312     (21,588

Deferred financing costs

     (10,232     —   

Repurchases of common stock, including accelerated share repurchase

     (51,950     (189,554

Dividends

     (106,779     (209,253

Proceeds from stock option exercises

     4,865       14,667  

Payments related to tax withholding for share-based compensation

     (3,168     (3,873
  

 

 

   

 

 

 

Net cash provided by (used in) financing activities

     288,674       (504,303
  

 

 

   

 

 

 

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

     470,802       (245,433

Effect of exchange rate changes on cash

     (5,967     2,448  
  

 

 

   

 

 

 

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

     464,835       (242,985

Cash, cash equivalents and restricted cash at beginning of period

     366,966       831,801  
  

 

 

   

 

 

 

Cash, cash equivalents and restricted cash at end of period

   $ 831,801     $ 588,816  
  

 

 

   

 

 

 

 

11


The Wendy’s Company and Subsidiaries

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

Three and Twelve Month Periods Ended January 1, 2023 and December 31, 2023

(In Thousands)

(Unaudited)

 

     Three Months Ended     Twelve Months Ended  
     2022     2023     2022     2023  

Net income

   $ 41,275     $ 46,938     $ 177,370     $ 204,440  

Provision for income taxes

     16,877       20,351       66,135       74,978  
  

 

 

   

 

 

   

 

 

   

 

 

 

Income before income taxes

     58,152       67,289       243,505       279,418  

Other income, net

     (6,048     (7,024     (10,403     (29,570

Investment (income) loss, net

     —        (31     (2,107     10,358  

Gain on early extinguishment of debt, net

     —        (3,868     —        (2,283

Interest expense, net

     31,913       30,263       122,319       124,061  
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating profit

     84,017       86,629       353,314       381,984  

Plus (less):

        

Advertising funds revenue

     (105,244     (108,904     (406,220     (428,996

Advertising funds expense (a)

     109,512       108,069       414,545       424,652  

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

     32,503       34,531       133,414       135,789  

Amortization of cloud computing arrangements

     1,506       5,086       2,394       12,778  

System optimization gains, net

     (2,641     (761     (6,779     (880

Reorganization and realignment costs

     70       1,100       698       9,200  

Impairment of long-lived assets

     3,738       888       6,420       1,401  
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDA

   $ 123,461     $ 126,638     $ 497,786     $ 535,928  
  

 

 

   

 

 

   

 

 

   

 

 

 
Revenues    $ 536,510     $ 540,651     $ 2,095,505     $ 2,181,578  

Less:

        

Advertising funds revenue

     (105,244     (108,904     (406,220     (428,996
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted revenues

   $ 431,266     $ 431,747     $ 1,689,285     $ 1,752,582  
  

 

 

   

 

 

   

 

 

   

 

 

 

 

(a)

Excludes advertising funds expense of $4,091 and $15,116 for the three and twelve months ended January 1, 2023, respectively, and $599 and $2,401 for the three and twelve months ended December 31, 2023, respectively, related to the Company’s funding of incremental advertising. In addition, excludes other international-related advertising deficit of $115 and $1,099 for the three and twelve months ended January 1, 2023, respectively, and $161 and $950 for the three and twelve months ended December 31, 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 Twelve Month Periods Ended January 1, 2023 and December 31, 2023

(In Thousands Except Per Share Amounts)

(Unaudited)

 

     Three Months Ended     Twelve Months Ended  
     2022     2023     2022     2023  

Net income

   $ 41,275     $ 46,938     $ 177,370     $ 204,440  
  

 

 

   

 

 

   

 

 

   

 

 

 

Plus (less):

        

Advertising funds revenue

     (105,244     (108,904     (406,220     (428,996

Advertising funds expense (a)

     109,512       108,069       414,545       424,652  

System optimization gains, net

     (2,641     (761     (6,779     (880

Reorganization and realignment costs

     70       1,100       698       9,200  

Impairment of long-lived assets

     3,738       888       6,420       1,401  

Gain on early extinguishment of debt, net

     —        (3,868     —        (2,283
  

 

 

   

 

 

   

 

 

   

 

 

 

Total adjustments

     5,435       (3,476     8,664       3,094  

Income tax impact on adjustments (b)

     109       849       298       (1,423
  

 

 

   

 

 

   

 

 

   

 

 

 

Total adjustments, net of income taxes

     5,544       (2,627     8,962       1,671  
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted income

   $ 46,819     $ 44,311     $ 186,332     $ 206,111  
  

 

 

   

 

 

   

 

 

   

 

 

 
Diluted earnings per share    $ .19     $ .23     $ .82     $ .97  

Total adjustments per share, net of income taxes

     .03       (.02     .04       —   
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted earnings per share

   $ .22     $ .21     $ .86     $ .97  
  

 

 

   

 

 

   

 

 

   

 

 

 

 

(a)

Excludes advertising funds expense of $4,091 and $15,116 for the three and twelve months ended January 1, 2023, respectively, and $599 and $2,401 for the three and twelve months ended December 31, 2023, respectively, related to the Company’s funding of incremental advertising. In addition, excludes other international-related advertising deficit of $115 and $1,099 for the three and twelve months ended January 1, 2023, respectively, and $161 and $950 for the three and twelve months ended December 31, 2023, respectively.

(b)

Adjustments relate to the tax effect of non-GAAP adjustments, which were determined based on the nature of the underlying non-GAAP adjustments and their relevant jurisdictional tax rates.

 

13


The Wendy’s Company and Subsidiaries

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

Twelve Month Periods Ended January 1, 2023 and December 31, 2023

(In Thousands)

(Unaudited)

 

     Twelve Months Ended  
     2022     2023  

Net cash provided by operating activities

   $ 259,904     $ 345,416  

Plus (less):

    

Capital expenditures

     (85,544     (85,021

Advertising funds impact (a)

     38,765       13,866  
  

 

 

   

 

 

 

Free cash flow

   $ 213,125     $ 274,261  
  

 

 

   

 

 

 

 

(a)

Advertising funds impact for 2022 and 2023 includes the net change in the restricted operating assets and liabilities of the funds of $(30,503) and $(18,210), respectively, and the advertising funds (deficit) surplus included in Net Income of $(8,262) and $4,344, respectively. Advertising funds impact for 2022 and 2023 excludes the Company’s incremental funding of advertising of $15,179 and $2,401, respectively.

 

14

v3.24.0.1
Document and Entity Information
Feb. 15, 2024
Cover [Abstract]  
Entity Registrant Name Wendy's Co
Amendment Flag false
Entity Central Index Key 0000030697
Document Type 8-K
Document Period End Date Feb. 15, 2024
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, $.10 par value
Trading Symbol WEN
Security Exchange Name NASDAQ
Entity Emerging Growth Company false

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