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Price
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||||
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(X)
|
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
( )
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
Delaware
|
|
38-0471180
|
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
|
|
One Dave Thomas Blvd., Dublin, Ohio
|
|
43017
|
|
(Address of principal executive offices)
|
|
(Zip Code)
|
|
|
||||
|
|
Page
|
|
|
|
|
|
|
|
|
October 2,
2016 |
|
January 3,
2016 |
||||
|
ASSETS
|
(Unaudited)
|
|
|
||||
|
Current assets:
|
|
|
|
||||
|
Cash and cash equivalents
|
$
|
308,784
|
|
|
$
|
327,216
|
|
|
Restricted cash
|
40,776
|
|
|
42,869
|
|
||
|
Accounts and notes receivable
|
109,835
|
|
|
104,854
|
|
||
|
Inventories
|
2,653
|
|
|
4,312
|
|
||
|
Prepaid expenses and other current assets
|
60,026
|
|
|
69,919
|
|
||
|
Advertising funds restricted assets
|
90,763
|
|
|
67,399
|
|
||
|
Total current assets
|
612,837
|
|
|
616,569
|
|
||
|
Properties
|
1,207,938
|
|
|
1,227,944
|
|
||
|
Goodwill
|
742,234
|
|
|
770,781
|
|
||
|
Other intangible assets
|
1,326,134
|
|
|
1,339,587
|
|
||
|
Investments
|
59,687
|
|
|
58,369
|
|
||
|
Other assets
|
165,594
|
|
|
95,470
|
|
||
|
Total assets
|
$
|
4,114,424
|
|
|
$
|
4,108,720
|
|
|
|
|
|
|
||||
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
||
|
Current liabilities:
|
|
|
|
|
|
||
|
Current portion of long-term debt
|
$
|
23,830
|
|
|
$
|
23,290
|
|
|
Accounts payable
|
39,722
|
|
|
53,681
|
|
||
|
Accrued expenses and other current liabilities
|
110,671
|
|
|
124,404
|
|
||
|
Advertising funds restricted liabilities
|
90,763
|
|
|
67,399
|
|
||
|
Total current liabilities
|
264,986
|
|
|
268,774
|
|
||
|
Long-term debt
|
2,491,992
|
|
|
2,402,823
|
|
||
|
Deferred income taxes
|
444,220
|
|
|
459,713
|
|
||
|
Other liabilities
|
234,651
|
|
|
224,496
|
|
||
|
Total liabilities
|
3,435,849
|
|
|
3,355,806
|
|
||
|
Commitments and contingencies
|
|
|
|
|
|
||
|
Stockholders’ equity:
|
|
|
|
||||
|
Common stock, $0.10 par value; 1,500,000 shares authorized; 470,424 shares issued
|
47,042
|
|
|
47,042
|
|
||
|
Additional paid-in capital
|
2,875,203
|
|
|
2,874,752
|
|
||
|
Accumulated deficit
|
(303,703
|
)
|
|
(356,632
|
)
|
||
|
Common stock held in treasury, at cost; 211,531 and 198,109 shares, respectively
|
(1,881,307
|
)
|
|
(1,741,425
|
)
|
||
|
Accumulated other comprehensive loss
|
(58,660
|
)
|
|
(70,823
|
)
|
||
|
Total stockholders’ equity
|
678,575
|
|
|
752,914
|
|
||
|
Total liabilities and stockholders’ equity
|
$
|
4,114,424
|
|
|
$
|
4,108,720
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
October 2,
2016 |
|
September 27,
2015 |
|
October 2,
2016 |
|
September 27,
2015 |
||||||||
|
|
(Unaudited)
|
||||||||||||||
|
Revenues:
|
|
|
|
|
|
|
|
||||||||
|
Sales
|
$
|
228,644
|
|
|
$
|
359,015
|
|
|
$
|
747,211
|
|
|
$
|
1,101,632
|
|
|
Franchise revenues
|
135,368
|
|
|
105,614
|
|
|
378,306
|
|
|
304,300
|
|
||||
|
|
364,012
|
|
|
464,629
|
|
|
1,125,517
|
|
|
1,405,932
|
|
||||
|
Costs and expenses:
|
|
|
|
|
|
|
|
||||||||
|
Cost of sales
|
186,546
|
|
|
291,524
|
|
|
603,836
|
|
|
911,757
|
|
||||
|
General and administrative
|
58,938
|
|
|
63,683
|
|
|
184,708
|
|
|
184,152
|
|
||||
|
Depreciation and amortization
|
29,362
|
|
|
36,420
|
|
|
92,456
|
|
|
111,300
|
|
||||
|
System optimization (gains) losses, net
|
(37,756
|
)
|
|
98
|
|
|
(48,106
|
)
|
|
(14,751
|
)
|
||||
|
Reorganization and realignment costs
|
2,129
|
|
|
5,754
|
|
|
7,866
|
|
|
16,646
|
|
||||
|
Impairment of long-lived assets
|
361
|
|
|
1,513
|
|
|
12,991
|
|
|
13,468
|
|
||||
|
Other operating expense, net
|
18,344
|
|
|
9,698
|
|
|
36,201
|
|
|
25,202
|
|
||||
|
|
257,924
|
|
|
408,690
|
|
|
889,952
|
|
|
1,247,774
|
|
||||
|
Operating profit
|
106,088
|
|
|
55,939
|
|
|
235,565
|
|
|
158,158
|
|
||||
|
Interest expense
|
(28,731
|
)
|
|
(27,938
|
)
|
|
(85,483
|
)
|
|
(57,882
|
)
|
||||
|
Loss on early extinguishment of debt
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,295
|
)
|
||||
|
Other income, net
|
498
|
|
|
214
|
|
|
1,036
|
|
|
725
|
|
||||
|
Income from continuing operations before income taxes
|
77,855
|
|
|
28,215
|
|
|
151,118
|
|
|
93,706
|
|
||||
|
Provision for income taxes
|
(28,965
|
)
|
|
(19,892
|
)
|
|
(50,385
|
)
|
|
(42,408
|
)
|
||||
|
Income from continuing operations
|
48,890
|
|
|
8,323
|
|
|
100,733
|
|
|
51,298
|
|
||||
|
Discontinued operations:
|
|
|
|
|
|
|
|
||||||||
|
(Loss) income from discontinued operations, net of income taxes
|
—
|
|
|
(417
|
)
|
|
—
|
|
|
9,171
|
|
||||
|
(Loss) gain on disposal of discontinued operations, net of income taxes
|
—
|
|
|
(322
|
)
|
|
—
|
|
|
14,817
|
|
||||
|
Net (loss) income from discontinued operations
|
—
|
|
|
(739
|
)
|
|
—
|
|
|
23,988
|
|
||||
|
Net income
|
$
|
48,890
|
|
|
$
|
7,584
|
|
|
$
|
100,733
|
|
|
$
|
75,286
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Basic income (loss) per share:
|
|
|
|
|
|
|
|
||||||||
|
Continuing operations
|
$
|
.19
|
|
|
$
|
.03
|
|
|
$
|
.38
|
|
|
$
|
.15
|
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
.07
|
|
||||
|
Net income
|
$
|
.19
|
|
|
$
|
.03
|
|
|
$
|
.38
|
|
|
$
|
.22
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Diluted income (loss) per share:
|
|
|
|
|
|
|
|
||||||||
|
Continuing operations
|
$
|
.18
|
|
|
$
|
.03
|
|
|
$
|
.37
|
|
|
$
|
.15
|
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
.07
|
|
||||
|
Net income
|
$
|
.18
|
|
|
$
|
.03
|
|
|
$
|
.37
|
|
|
$
|
.22
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Dividends per share
|
$
|
.06
|
|
|
$
|
.055
|
|
|
$
|
.18
|
|
|
$
|
.165
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
October 2,
2016 |
|
September 27,
2015 |
|
October 2,
2016 |
|
September 27,
2015 |
||||||||
|
|
(Unaudited)
|
||||||||||||||
|
|
|
|
|
|
|
|
|
||||||||
|
Net income
|
$
|
48,890
|
|
|
$
|
7,584
|
|
|
$
|
100,733
|
|
|
$
|
75,286
|
|
|
Other comprehensive (loss) income, net:
|
|
|
|
|
|
|
|
||||||||
|
Foreign currency translation adjustment
|
(3,369
|
)
|
|
(17,385
|
)
|
|
10,887
|
|
|
(29,879
|
)
|
||||
|
Change in unrecognized pension loss, net of income tax benefit of $34 and $124, respectively
|
—
|
|
|
—
|
|
|
(56
|
)
|
|
(203
|
)
|
||||
|
Effect of cash flow hedges, net of income tax (provision) benefit of $(279) and $(273) for the three months and $(838) and $1,217 for the nine months ended October 2, 2016 and September 27, 2015, respectively
|
444
|
|
|
435
|
|
|
1,332
|
|
|
(2,007
|
)
|
||||
|
Other comprehensive (loss) income, net
|
(2,925
|
)
|
|
(16,950
|
)
|
|
12,163
|
|
|
(32,089
|
)
|
||||
|
Comprehensive income (loss)
|
$
|
45,965
|
|
|
$
|
(9,366
|
)
|
|
$
|
112,896
|
|
|
$
|
43,197
|
|
|
|
Nine Months Ended
|
||||||
|
|
October 2,
2016 |
|
September 27,
2015 |
||||
|
|
(Unaudited)
|
||||||
|
Cash flows from operating activities:
|
|
|
|
||||
|
Net income
|
$
|
100,733
|
|
|
$
|
75,286
|
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
|
Depreciation and amortization
|
94,056
|
|
|
118,708
|
|
||
|
Share-based compensation
|
14,260
|
|
|
18,784
|
|
||
|
Impairment of long-lived assets
|
12,991
|
|
|
13,468
|
|
||
|
Deferred income tax
|
(17,024
|
)
|
|
35,368
|
|
||
|
Excess tax benefits from share-based compensation
|
(2,376
|
)
|
|
(49,870
|
)
|
||
|
Non-cash rent (income) expense, net
|
(5,138
|
)
|
|
2,792
|
|
||
|
Net receipt o
f deferred vendor incentives
|
4,110
|
|
|
3,402
|
|
||
|
System optimization gains, net
|
(48,106
|
)
|
|
(14,783
|
)
|
||
|
Gain on disposal of the Bakery
|
—
|
|
|
(27,526
|
)
|
||
|
Distributions received from TimWen joint venture
|
8,451
|
|
|
9,198
|
|
||
|
Equity in earnings in joint ventures, net
|
(6,495
|
)
|
|
(6,968
|
)
|
||
|
Long-term debt-related activities, net (see below)
|
8,752
|
|
|
4,972
|
|
||
|
Other, net
|
4,229
|
|
|
307
|
|
||
|
Changes in operating assets and liabilities:
|
|
|
|
||||
|
Restricted cash
|
181
|
|
|
(23,686
|
)
|
||
|
Accounts and notes receivable
|
(33,260
|
)
|
|
(29,046
|
)
|
||
|
Inventories
|
126
|
|
|
203
|
|
||
|
Prepaid expenses and other current assets
|
(3,958
|
)
|
|
(6,530
|
)
|
||
|
Accounts payable
|
(6,412
|
)
|
|
9,212
|
|
||
|
Accrued expenses and other current liabilities
|
5,677
|
|
|
(14,662
|
)
|
||
|
Net cash provided by operating activities
|
130,797
|
|
|
118,629
|
|
||
|
Cash flows from investing activities:
|
|
|
|
|
|
||
|
Capital expenditures
|
(108,744
|
)
|
|
(188,246
|
)
|
||
|
Acquisitions
|
(2,209
|
)
|
|
(1,232
|
)
|
||
|
Dispositions
|
173,849
|
|
|
46,357
|
|
||
|
Proceeds from sale of the Bakery
|
—
|
|
|
78,408
|
|
||
|
Payments for investments
|
(172
|
)
|
|
(2,082
|
)
|
||
|
Notes receivable, net
|
(2,282
|
)
|
|
2,631
|
|
||
|
Changes in restricted cash
|
1,912
|
|
|
484
|
|
||
|
Other, net
|
103
|
|
|
88
|
|
||
|
Net cash provided by (used in) investing activities
|
62,457
|
|
|
(63,592
|
)
|
||
|
Cash flows from financing activities:
|
|
|
|
|
|
||
|
Proceeds from long-term debt
|
—
|
|
|
2,294,000
|
|
||
|
Repayments of long-term debt
|
(18,678
|
)
|
|
(1,321,169
|
)
|
||
|
Deferred financing costs
|
(1,017
|
)
|
|
(42,098
|
)
|
||
|
Change in restricted cash
|
—
|
|
|
(5,687
|
)
|
||
|
Repurchases of common stock
|
(161,194
|
)
|
|
(1,078,404
|
)
|
||
|
Dividends
|
(47,793
|
)
|
|
(55,414
|
)
|
||
|
Proceeds from stock option exercises
|
10,623
|
|
|
22,419
|
|
||
|
Excess tax benefits from share-based compensation
|
2,376
|
|
|
49,870
|
|
||
|
Net cash used in financing activities
|
(215,683
|
)
|
|
(136,483
|
)
|
||
|
Net cash used in operations before effect of exchange rate changes on cash
|
(22,429
|
)
|
|
(81,446
|
)
|
||
|
Effect of exchange rate changes on cash
|
3,997
|
|
|
(10,130
|
)
|
||
|
Net decrease in cash and cash equivalents
|
(18,432
|
)
|
|
(91,576
|
)
|
||
|
Cash and cash equivalents at beginning of period
|
327,216
|
|
|
267,276
|
|
||
|
Cash and cash equivalents at end of period
|
$
|
308,784
|
|
|
$
|
175,700
|
|
|
|
|
Nine Months Ended
|
||||||
|
|
|
October 2,
2016 |
|
September 27,
2015 |
||||
|
|
|
(Unaudited)
|
||||||
|
Details of cash flows from operating activities:
|
|
|
|
|
||||
|
Long-term debt-related activities, net:
|
|
|
|
|
||||
|
Loss on early extinguishment of debt
|
|
$
|
—
|
|
|
$
|
7,295
|
|
|
Accretion of long-term debt
|
|
914
|
|
|
890
|
|
||
|
Amortization of deferred financing costs
|
|
5,668
|
|
|
3,416
|
|
||
|
Payments for termination of cash flow hedges
|
|
—
|
|
|
(7,337
|
)
|
||
|
Reclassification of unrealized losses on cash flow hedges
|
|
2,170
|
|
|
708
|
|
||
|
|
|
$
|
8,752
|
|
|
$
|
4,972
|
|
|
|
|
|
|
|
||||
|
Supplemental cash flow information:
|
|
|
|
|
||||
|
Cash paid for:
|
|
|
|
|
|
|
||
|
Interest
|
|
$
|
85,753
|
|
|
$
|
55,725
|
|
|
Income taxes, net of refunds
|
|
63,775
|
|
|
16,401
|
|
||
|
|
|
|
|
|
||||
|
Supplemental non-cash investing and financing activities:
|
|
|
|
|
||||
|
Capital expenditures included in accounts payable
|
|
$
|
20,108
|
|
|
$
|
25,970
|
|
|
Capitalized lease obligations
|
|
102,748
|
|
|
25,657
|
|
||
|
Accrued debt issuance costs
|
|
472
|
|
|
1,653
|
|
||
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
October 2,
2016 |
|
September 27,
2015 |
|
October 2,
2016 |
|
September 27,
2015 |
||||||||
|
Rental income
|
$
|
37,329
|
|
|
$
|
22,492
|
|
|
$
|
102,420
|
|
|
$
|
60,548
|
|
|
Lease expense
|
17,534
|
|
|
12,428
|
|
|
49,684
|
|
|
33,736
|
|
||||
|
•
|
Balance sheets - As a result of our sale of the Bakery on May 31, 2015, there are
no
remaining Bakery assets and liabilities.
|
|
•
|
Statements of operations - The Bakery’s results of operations for the period from December 29, 2014 through May 31, 2015 have been presented as discontinued operations. In addition, the gain on disposal of the Bakery has been included in “
Net (loss) income from discontinued operations
” for the three and
nine months ended
September 27, 2015
.
|
|
•
|
Statements of cash flows - The Bakery’s cash flows prior to its sale (for the period from December 29, 2014 through May 31, 2015) have been included in, and not separately reported from, our consolidated statement of cash flows. The consolidated statement of cash flows for the
nine months ended
September 27, 2015
also includes the effects of the sale of the Bakery.
|
|
|
Three Months
Ended |
|
Nine Months Ended
|
||||
|
|
September 27, 2015 (e)
|
|
September 27,
2015 |
||||
|
Revenues (a)
|
$
|
—
|
|
|
$
|
25,885
|
|
|
Cost of sales (b)
|
(207
|
)
|
|
(7,543
|
)
|
||
|
|
(207
|
)
|
|
18,342
|
|
||
|
General and administrative
|
4
|
|
|
(1,093
|
)
|
||
|
Depreciation and amortization (c)
|
—
|
|
|
(2,297
|
)
|
||
|
Other income (expense), net (d)
|
15
|
|
|
(19
|
)
|
||
|
(Loss) income from discontinued operations before income taxes
|
(188
|
)
|
|
14,933
|
|
||
|
Provision for income taxes
|
(229
|
)
|
|
(5,762
|
)
|
||
|
(Loss) income from discontinued operations, net of income taxes
|
(417
|
)
|
|
9,171
|
|
||
|
Gain on disposal of discontinued operations before income taxes
|
188
|
|
|
27,526
|
|
||
|
Provision for income taxes on gain on disposal
|
(510
|
)
|
|
(12,709
|
)
|
||
|
(Loss) gain on disposal of discontinued operations, net of income taxes
|
(322
|
)
|
|
14,817
|
|
||
|
Net (loss) income from discontinued operations
|
$
|
(739
|
)
|
|
$
|
23,988
|
|
|
(a)
|
Includes sales of sandwich buns and related products previously reported in “Sales” as well as rental income.
|
|
(b)
|
The nine months ended
September 27, 2015
includes employee separation costs of
$791
as a result of the sale of the Bakery. In addition, the nine months ended
September 27, 2015
includes a reduction to cost of sales of
$12,486
, as further described in the Form 10-K, resulting from the reversal of a liability recorded during 2013 associated with the Bakery’s withdrawal from a multiemployer pension plan.
|
|
(c)
|
Included in “Depreciation and amortization” in our condensed consolidated statement of cash flows for the period presented.
|
|
(d)
|
Includes net gains on sales of other assets. During the
nine months ended
September 27, 2015
, the Bakery received cash proceeds of
$50
resulting in net gains on sales of other assets of
$32
.
|
|
(e)
|
Represents post-closing adjustments recorded during the third quarter of 2015.
|
|
|
Nine Months
Ended
|
||
|
|
September 27,
2015 |
||
|
Proceeds from sale of the Bakery (a)
|
$
|
78,408
|
|
|
Net working capital (b)
|
(5,655
|
)
|
|
|
Net properties sold (c)
|
(30,664
|
)
|
|
|
Goodwill allocated to the sale of the Bakery
|
(12,067
|
)
|
|
|
Other (d)
|
(2,684
|
)
|
|
|
|
27,338
|
|
|
|
Post-closing adjustments on the sale of the Bakery
|
188
|
|
|
|
|
27,526
|
|
|
|
Provision for income taxes (e)
|
(12,709
|
)
|
|
|
Gain on disposal of discontinued operations, net of income taxes
|
$
|
14,817
|
|
|
(a)
|
Represents net proceeds received, which includes the purchase price of
$78,500
less transaction closing costs paid directly by the Buyer on the Company’s behalf.
|
|
(b)
|
Primarily represents accounts receivable, inventory, prepaid expenses and accounts payable.
|
|
(c)
|
Net properties sold consisted primarily of buildings, equipment and capital leases for transportation equipment.
|
|
(d)
|
Primarily includes the recognition of the Company’s obligation, pursuant to the sale agreement, to provide health insurance benefits to the Bakery’s employees through December 31, 2015 of
$1,993
and transaction closing costs paid directly by the Company.
|
|
(e)
|
Includes the impact of non-deductible goodwill disposed of as a result of the sale.
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
October 2,
2016 |
|
September 27,
2015 |
|
October 2,
2016 |
|
September 27,
2015 |
||||||||
|
Number of restaurants sold to franchisees
|
156
|
|
|
9
|
|
|
211
|
|
|
109
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Proceeds from sales of restaurants
|
$
|
124,765
|
|
|
$
|
3,084
|
|
|
$
|
164,380
|
|
|
$
|
39,133
|
|
|
Net assets sold (a)
|
(58,227
|
)
|
|
(1,867
|
)
|
|
(75,282
|
)
|
|
(19,247
|
)
|
||||
|
Goodwill related to sales of restaurants
|
(24,254
|
)
|
|
(483
|
)
|
|
(30,630
|
)
|
|
(8,346
|
)
|
||||
|
Net (unfavorable) favorable leases (b)
|
(6,225
|
)
|
|
(1,506
|
)
|
|
(11,131
|
)
|
|
5,889
|
|
||||
|
Other (c)
|
(726
|
)
|
|
—
|
|
|
(1,521
|
)
|
|
(3,224
|
)
|
||||
|
|
35,333
|
|
|
(772
|
)
|
|
45,816
|
|
|
14,205
|
|
||||
|
Post-closing adjustments on sales of restaurants (d)
|
(120
|
)
|
|
(495
|
)
|
|
(1,710
|
)
|
|
(1,134
|
)
|
||||
|
Gain (loss) on sales of restaurants, net
|
35,213
|
|
|
(1,267
|
)
|
|
44,106
|
|
|
13,071
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Gain on sales of other assets, net (e)
|
2,543
|
|
|
1,169
|
|
|
4,000
|
|
|
1,680
|
|
||||
|
System optimization gains (losses), net
|
$
|
37,756
|
|
|
$
|
(98
|
)
|
|
$
|
48,106
|
|
|
$
|
14,751
|
|
|
(a)
|
Net assets sold consisted primarily of inventory and equipment.
|
|
(b)
|
During the three and
nine months ended
October 2, 2016
, the Company recorded favorable lease assets of
$2,114
and
$2,297
, respectively, and unfavorable lease liabilities of
$8,339
and
$13,428
, respectively, as a result of leasing and/or subleasing land, buildings and/or leasehold improvements to franchisees in connection with sales of restaurants. During the three and
nine months ended
September 27, 2015
, the Company recorded favorable lease assets of
$185
and
$25,992
, respectively, and unfavorable lease liabilities of
$1,691
and
$20,103
, respectively.
|
|
(c)
|
The
nine months ended
September 27, 2015
includes a deferred gain of
$2,658
related to the sale of
14
Canadian restaurants to a franchisee during the second quarter of 2015, as a result of certain contingencies related to the extension of lease terms. The deferred gain is included in “Other liabilities.” The
nine months ended
September 27, 2015
also includes a note receivable of
$1,801
from a franchisee in connection with the sale of
16
Canadian restaurants, which was recognized as part of the overall loss on sale during the second quarter of 2015.
|
|
(d)
|
The
nine months ended
September 27, 2015
includes the recognition of a gain on sale of
$2,450
related to the repayment of notes receivable from franchisees in connection with sales of restaurants in 2014.
|
|
(e)
|
During the three and
nine months ended
October 2, 2016
, the Company received cash proceeds of
$4,006
and
$9,469
, respectively, primarily from the sale of surplus properties. During the three and
nine months ended
September 27, 2015
, the Company received cash proceeds of
$4,576
and
$7,174
, respectively.
|
|
|
October 2,
2016 |
|
January 3, 2016
|
||||
|
Number of restaurants classified as held for sale
|
98
|
|
|
99
|
|
||
|
Net restaurant assets held for sale (a)
|
$
|
37,370
|
|
|
$
|
50,262
|
|
|
|
|
|
|
||||
|
Other assets held for sale (a)
|
$
|
4,198
|
|
|
$
|
7,124
|
|
|
(a)
|
Net restaurant assets held for sale include company-owned restaurants and consist primarily of cash, inventory, equipment and an estimate of allocable goodwill. Other assets held for sale primarily consist of surplus properties. Assets held for sale are included in “
Prepaid expenses and other current assets
.”
|
|
|
Nine Months Ended
|
||||||
|
|
October 2,
2016 |
|
September 27,
2015 |
||||
|
Restaurants acquired from franchisees
|
2
|
|
|
4
|
|
||
|
|
|
|
|
||||
|
Total consideration paid, net of cash received
|
$
|
2,209
|
|
|
$
|
1,232
|
|
|
Identifiable assets acquired and liabilities assumed:
|
|
|
|
||||
|
Properties
|
2,218
|
|
|
1,303
|
|
||
|
Acquired franchise rights
|
—
|
|
|
760
|
|
||
|
Other assets
|
9
|
|
|
—
|
|
||
|
Capital lease obligations
|
—
|
|
|
(438
|
)
|
||
|
Unfavorable leases
|
—
|
|
|
(440
|
)
|
||
|
Other liabilities
|
(18
|
)
|
|
(80
|
)
|
||
|
Total identifiable net assets
|
2,209
|
|
1,105
|
||||
|
Goodwill
|
$
|
—
|
|
|
$
|
127
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
October 2,
2016 |
|
September 27,
2015 |
|
October 2,
2016 |
|
September 27,
2015 |
||||||||
|
G&A realignment
|
$
|
38
|
|
|
$
|
1,461
|
|
|
$
|
971
|
|
|
$
|
9,996
|
|
|
System optimization initiative
|
2,091
|
|
|
4,293
|
|
|
6,895
|
|
|
6,650
|
|
||||
|
Reorganization and realignment costs
|
$
|
2,129
|
|
|
$
|
5,754
|
|
|
$
|
7,866
|
|
|
$
|
16,646
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
Total
Incurred
Since
Inception
|
||||||||||||||
|
|
October 2,
2016 |
|
September 27,
2015 |
|
October 2,
2016 |
|
September 27,
2015 |
|
|||||||||||
|
Severance and related employee costs (a)
|
$
|
—
|
|
|
$
|
513
|
|
|
$
|
11
|
|
|
$
|
3,132
|
|
|
$
|
14,939
|
|
|
Recruitment and relocation costs
|
29
|
|
|
270
|
|
|
922
|
|
|
1,254
|
|
|
2,789
|
|
|||||
|
Other
|
9
|
|
|
2
|
|
|
38
|
|
|
43
|
|
|
175
|
|
|||||
|
|
38
|
|
|
785
|
|
|
971
|
|
|
4,429
|
|
|
17,903
|
|
|||||
|
Share-based compensation (b)
|
—
|
|
|
676
|
|
|
—
|
|
|
5,567
|
|
|
6,336
|
|
|||||
|
Total G&A realignment
|
$
|
38
|
|
|
$
|
1,461
|
|
|
$
|
971
|
|
|
$
|
9,996
|
|
|
$
|
24,239
|
|
|
(a)
|
The
nine months ended
October 2, 2016
includes a reversal of an accrual of
$32
as a result of a change in estimate.
|
|
(b)
|
Represents incremental share-based compensation resulting from the modification of stock options and performance-based awards in connection with the termination of employees under our G&A realignment plan.
|
|
|
Balance
January 3, 2016
|
|
Charges
|
|
Payments
|
|
Balance
October 2, 2016
|
||||||||
|
Severance and related employee costs
|
$
|
3,431
|
|
|
$
|
11
|
|
|
$
|
(2,642
|
)
|
|
$
|
800
|
|
|
Recruitment and relocation costs
|
144
|
|
|
922
|
|
|
(991
|
)
|
|
75
|
|
||||
|
Other
|
—
|
|
|
38
|
|
|
(38
|
)
|
|
—
|
|
||||
|
|
$
|
3,575
|
|
|
$
|
971
|
|
|
$
|
(3,671
|
)
|
|
$
|
875
|
|
|
|
|
Balance
December 28, 2014
|
|
Charges
|
|
Payments
|
|
Balance
September 27,
2015
|
||||||||
|
Severance and related employee costs
|
|
$
|
11,609
|
|
|
$
|
3,132
|
|
|
$
|
(9,256
|
)
|
|
$
|
5,485
|
|
|
Recruitment and relocation costs
|
|
149
|
|
|
1,254
|
|
|
(1,238
|
)
|
|
165
|
|
||||
|
Other
|
|
5
|
|
|
43
|
|
|
(48
|
)
|
|
—
|
|
||||
|
|
|
$
|
11,763
|
|
|
$
|
4,429
|
|
|
$
|
(10,542
|
)
|
|
$
|
5,650
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
Total
Incurred Since Inception
|
||||||||||||||
|
|
October 2,
2016 |
|
September 27,
2015 |
|
October 2,
2016 |
|
September 27,
2015 |
|
|||||||||||
|
Severance and related employee costs
|
$
|
28
|
|
|
$
|
225
|
|
|
$
|
46
|
|
|
$
|
854
|
|
|
$
|
18,198
|
|
|
Professional fees
|
1,991
|
|
|
242
|
|
|
5,137
|
|
|
393
|
|
|
14,310
|
|
|||||
|
Other (a)
|
72
|
|
|
337
|
|
|
112
|
|
|
292
|
|
|
5,583
|
|
|||||
|
|
2,091
|
|
|
804
|
|
|
5,295
|
|
|
1,539
|
|
|
38,091
|
|
|||||
|
Accelerated depreciation and
amortization (b)
|
—
|
|
|
3,489
|
|
|
1,600
|
|
|
5,111
|
|
|
25,398
|
|
|||||
|
Share-based compensation (c)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,013
|
|
|||||
|
Total system optimization initiative
|
$
|
2,091
|
|
|
$
|
4,293
|
|
|
$
|
6,895
|
|
|
$
|
6,650
|
|
|
$
|
68,502
|
|
|
(a)
|
The
nine months ended
October 2, 2016
and
September 27, 2015
include a reversal of an accrual of
$50
and
$210
, respectively, as a result of a change in estimate.
|
|
(b)
|
Primarily includes accelerated amortization of previously acquired franchise rights related to company-owned restaurants in territories that have been sold in connection with our system optimization initiative.
|
|
(c)
|
Represents incremental share-based compensation resulting from the modification of stock options and performance-based awards in connection with the termination of employees under our system optimization initiative.
|
|
|
Balance
January 3,
2016
|
|
Charges
|
|
Payments
|
|
Balance
October 2,
2016
|
||||||||
|
Severance and related employee costs
|
$
|
77
|
|
|
$
|
46
|
|
|
$
|
(123
|
)
|
|
$
|
—
|
|
|
Professional fees
|
708
|
|
|
5,137
|
|
|
(5,740
|
)
|
|
105
|
|
||||
|
Other
|
90
|
|
|
112
|
|
|
(202
|
)
|
|
—
|
|
||||
|
|
$
|
875
|
|
|
$
|
5,295
|
|
|
$
|
(6,065
|
)
|
|
$
|
105
|
|
|
|
Balance
December 28,
2014
|
|
Charges
|
|
Payments
|
|
Balance
September 27,
2015
|
||||||||
|
Severance and related employee costs
|
$
|
2,235
|
|
|
$
|
854
|
|
|
$
|
(3,003
|
)
|
|
$
|
86
|
|
|
Professional fees
|
146
|
|
|
393
|
|
|
(488
|
)
|
|
51
|
|
||||
|
Other
|
423
|
|
|
292
|
|
|
(523
|
)
|
|
192
|
|
||||
|
|
$
|
2,804
|
|
|
$
|
1,539
|
|
|
$
|
(4,014
|
)
|
|
$
|
329
|
|
|
|
Nine Months Ended
|
||||||
|
|
October 2,
2016 |
|
September 27,
2015 |
||||
|
Balance at beginning of period
|
$
|
55,541
|
|
|
$
|
69,790
|
|
|
|
|
|
|
||||
|
Investment
|
172
|
|
|
—
|
|
||
|
|
|
|
|
||||
|
Equity in earnings for the period
|
8,207
|
|
|
8,689
|
|
||
|
Amortization of purchase price adjustments (a)
|
(1,712
|
)
|
|
(1,721
|
)
|
||
|
|
6,495
|
|
|
6,968
|
|
||
|
Distributions received
|
(8,451
|
)
|
|
(9,198
|
)
|
||
|
Foreign currency translation adjustment included in “Other comprehensive (loss) income, net”
|
3,204
|
|
|
(8,928
|
)
|
||
|
Balance at end of period
|
$
|
56,961
|
|
|
$
|
58,632
|
|
|
(a)
|
Purchase price adjustments that impacted the carrying value of the Company’s investment in TimWen are being amortized over the average original aggregate life of
21
years.
|
|
•
|
Level 1 Inputs - Quoted prices for identical assets or liabilities in active markets.
|
|
•
|
Level 2 Inputs - Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.
|
|
•
|
Level 3 Inputs - Pricing inputs are unobservable for the assets or liabilities and include situations where there is little, if any, market activity for the assets or liabilities. The inputs into the determination of fair value require significant management judgment or estimation.
|
|
|
October 2,
2016 |
|
January 3,
2016 |
|
|
||||||||||||
|
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
|
Fair Value
Measurements
|
||||||||
|
Financial assets
|
|
|
|
|
|
|
|
|
|
||||||||
|
Cash equivalents
|
$
|
88,247
|
|
|
$
|
88,247
|
|
|
$
|
45,339
|
|
|
$
|
45,339
|
|
|
Level 1
|
|
Non-current cost method investments (a)
|
2,726
|
|
|
301,991
|
|
|
2,828
|
|
|
249,870
|
|
|
Level 3
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Financial liabilities
|
|
|
|
|
|
|
|
|
|
||||||||
|
Series 2015-1 Class A-2-I Notes (b)
|
866,250
|
|
|
866,943
|
|
|
872,813
|
|
|
849,106
|
|
|
Level 2
|
||||
|
Series 2015-1 Class A-2-II Notes (b)
|
891,000
|
|
|
900,088
|
|
|
897,750
|
|
|
879,795
|
|
|
Level 2
|
||||
|
Series 2015-1 Class A-2-III Notes (b)
|
495,000
|
|
|
491,090
|
|
|
498,750
|
|
|
484,648
|
|
|
Level 2
|
||||
|
7% debentures, due in 2025 (b)
|
87,971
|
|
|
101,000
|
|
|
87,057
|
|
|
100,500
|
|
|
Level 2
|
||||
|
Guarantees of franchisee loan obligations (c)
|
301
|
|
|
301
|
|
|
851
|
|
|
851
|
|
|
Level 3
|
||||
|
(a)
|
The fair value of our indirect investment in Arby’s Restaurant Group, Inc. (“Arby’s”) is based on applying a multiple to Arby’s adjusted earnings before income taxes, depreciation and amortization per its current unaudited financial information. The carrying value of our indirect investment in Arby’s was reduced to
zero
during 2013 in connection with the receipt of a dividend. The fair values of our remaining investments are not significant and are based on our review of information provided by the investment managers or investees which was based on (1) valuations performed by the investment managers or investees, (2) quoted market or broker/dealer prices for similar investments and (3) quoted market or broker/dealer prices adjusted by the investment managers for legal or contractual restrictions, risk of nonperformance or lack of marketability, depending upon the underlying investments.
|
|
(b)
|
The fair values were based on quoted market prices in markets that are not considered active markets.
|
|
(c)
|
Wendy’s has provided loan guarantees to various lenders on behalf of franchisees entering into debt arrangements for new restaurant development and equipment financing. In addition, during 2012, Wendy’s provided a guarantee to a lender for a franchisee in connection with the refinancing of the franchisee’s debt. We have accrued a liability for the fair value of these guarantees, the calculation of which was based upon a weighted average risk percentage established at inception and adjusted for a history of defaults.
|
|
|
|
|
Fair Value Measurements
|
|
Nine Months Ended
October 2, 2016
Total Losses
|
||||||||||||||
|
|
October 2,
2016 |
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|||||||||||
|
Held and used
|
$
|
5,471
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,471
|
|
|
$
|
12,768
|
|
|
Held for sale
|
1,642
|
|
|
—
|
|
|
—
|
|
|
1,642
|
|
|
223
|
|
|||||
|
Total
|
$
|
7,113
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,113
|
|
|
$
|
12,991
|
|
|
|
|
|
Fair Value Measurements
|
|
2015
Total Losses
|
||||||||||||||
|
|
January 3, 2016
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|||||||||||
|
Held and used
|
$
|
10,244
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10,244
|
|
|
$
|
22,346
|
|
|
Held for sale
|
4,328
|
|
|
—
|
|
|
—
|
|
|
4,328
|
|
|
2,655
|
|
|||||
|
Total
|
$
|
14,572
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14,572
|
|
|
$
|
25,001
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
October 2,
2016 |
|
September 27,
2015 |
|
October 2,
2016 |
|
September 27,
2015 |
||||||||
|
Restaurants leased or subleased to franchisees
|
$
|
163
|
|
|
$
|
1,235
|
|
|
$
|
12,654
|
|
|
$
|
9,491
|
|
|
Surplus properties
|
119
|
|
|
59
|
|
|
223
|
|
|
1,211
|
|
||||
|
Company-owned restaurants
|
79
|
|
|
219
|
|
|
114
|
|
|
2,766
|
|
||||
|
|
$
|
361
|
|
|
$
|
1,513
|
|
|
$
|
12,991
|
|
|
$
|
13,468
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||
|
|
October 2,
2016 |
|
September 27,
2015 |
|
October 2,
2016 |
|
September 27,
2015 |
||||
|
Common stock:
|
|
|
|
|
|
|
|
||||
|
Weighted average basic shares outstanding
|
260,976
|
|
|
292,256
|
|
|
265,702
|
|
|
340,869
|
|
|
Dilutive effect of stock options and restricted shares
|
3,832
|
|
|
4,695
|
|
|
4,239
|
|
|
6,032
|
|
|
Weighted average diluted shares outstanding
|
264,808
|
|
|
296,951
|
|
|
269,941
|
|
|
346,901
|
|
|
|
Nine Months Ended
|
||||||
|
|
October 2,
2016 |
|
September 27,
2015 |
||||
|
Balance at beginning of period
|
$
|
752,914
|
|
|
$
|
1,717,576
|
|
|
Comprehensive income
|
112,896
|
|
|
43,197
|
|
||
|
Cash dividends
|
(47,793
|
)
|
|
(55,414
|
)
|
||
|
Repurchases of common stock
|
(162,492
|
)
|
|
(1,078,404
|
)
|
||
|
Share-based compensation
|
14,260
|
|
|
18,784
|
|
||
|
Exercises of stock options
|
10,600
|
|
|
17,996
|
|
||
|
Vesting of restricted shares
|
(3,853
|
)
|
|
(7,323
|
)
|
||
|
Tax benefit from share-based compensation
|
1,898
|
|
|
48,897
|
|
||
|
Other
|
145
|
|
|
148
|
|
||
|
Balance at end of period
|
$
|
678,575
|
|
|
$
|
705,457
|
|
|
|
Foreign Currency Translation
|
|
Cash Flow Hedges (a)
|
|
Pension
|
|
Total
|
||||||||
|
Balance at January 3, 2016
|
$
|
(66,163
|
)
|
|
$
|
(3,571
|
)
|
|
$
|
(1,089
|
)
|
|
$
|
(70,823
|
)
|
|
Current-period other comprehensive income (loss)
|
10,887
|
|
|
1,332
|
|
|
(56
|
)
|
|
12,163
|
|
||||
|
Balance at October 2, 2016
|
$
|
(55,276
|
)
|
|
$
|
(2,239
|
)
|
|
$
|
(1,145
|
)
|
|
$
|
(58,660
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
|
Balance at December 28, 2014
|
$
|
(28,363
|
)
|
|
$
|
(2,044
|
)
|
|
$
|
(887
|
)
|
|
$
|
(31,294
|
)
|
|
Current-period other comprehensive loss
|
(29,879
|
)
|
|
(2,007
|
)
|
|
(203
|
)
|
|
(32,089
|
)
|
||||
|
Balance at September 27, 2015
|
$
|
(58,242
|
)
|
|
$
|
(4,051
|
)
|
|
$
|
(1,090
|
)
|
|
$
|
(63,383
|
)
|
|
(a)
|
Current-period other comprehensive income (loss) includes the reclassification of unrealized losses on cash flow hedges from “Accumulated other comprehensive loss” to our condensed consolidated statements of operations of
$444
and
$1,332
for the three and
nine months ended
October 2, 2016
, respectively, and
$435
for both the three and
nine months ended
September 27, 2015
. The reclassification of unrealized losses on cash flow hedges consists of
$723
and
$2,170
for the three and
nine months ended
October 2, 2016
, respectively, and
$708
for both the three and
nine months ended
September 27, 2015
, recorded to “Interest expense,” net of the related income tax benefit of
$279
and
$838
for the three and
nine months ended
October 2, 2016
, respectively, and
$273
for both the three and
nine months ended
September 27, 2015
, recorded to “Provision for income taxes.” Current-period other comprehensive loss for the
nine months ended September 27, 2015
also includes the effect of changes in unrealized losses on cash flow hedges, net of tax. See Note 7 for more information.
|
|
•
|
Same-Restaurant Sales - Beginning with the first quarter of 2016, the Company revised its reporting methodology for same-restaurant sales to simplify the reporting of its same-restaurant sales performance for reimaged restaurants and to better align with restaurant-industry practice. Under the new methodology, the Company includes restaurants in its comparable sales base as soon as reimaged restaurants reopen (the “New Method”). Reimaged restaurants previously entered the comparable sales base after they had been open for three continuous months (the “Old Method”). There was no change in the reporting methodology for new restaurants, which will continue to be excluded from same-restaurant sales until they have been open for 15 continuous months. The tables summarizing the results of operations below provide the same-restaurant sales percent change using the New Method, as well as the Old Method. The New Method is consistent with the metric used by our management for internal reporting and analysis. Same-restaurant sales exclude the impact of currency translation.
|
|
•
|
Restaurant Margin - We define restaurant margin as sales from company-owned restaurants less cost of sales divided by sales from company-owned restaurants. Cost of sales includes food and paper, restaurant labor and occupancy, advertising and other operating costs. Restaurant margin is influenced by factors such as restaurant openings, remodels and closures, price increases, the effectiveness of our advertising and marketing initiatives, featured products, product mix, the level of our fixed and semi-variable costs and fluctuations in food and labor costs.
|
|
|
Three Months Ended
|
||||||||||
|
|
October 2,
2016 |
|
September 27,
2015 |
|
Change
|
||||||
|
Revenues:
|
|
|
|
|
|
||||||
|
Sales
|
$
|
228.6
|
|
|
$
|
359.0
|
|
|
$
|
(130.4
|
)
|
|
Franchise revenues
|
135.4
|
|
|
105.6
|
|
|
29.8
|
|
|||
|
|
364.0
|
|
|
464.6
|
|
|
(100.6
|
)
|
|||
|
Costs and expenses:
|
|
|
|
|
|
|
|||||
|
Cost of sales
|
186.5
|
|
|
291.5
|
|
|
(105.0
|
)
|
|||
|
General and administrative
|
58.9
|
|
|
63.7
|
|
|
(4.8
|
)
|
|||
|
Depreciation and amortization
|
29.4
|
|
|
36.4
|
|
|
(7.0
|
)
|
|||
|
System optimization (gains) losses, net
|
(37.8
|
)
|
|
0.1
|
|
|
(37.9
|
)
|
|||
|
Reorganization and realignment costs
|
2.1
|
|
|
5.8
|
|
|
(3.7
|
)
|
|||
|
Impairment of long-lived assets
|
0.4
|
|
|
1.5
|
|
|
(1.1
|
)
|
|||
|
Other operating expense, net
|
18.4
|
|
|
9.7
|
|
|
8.7
|
|
|||
|
|
257.9
|
|
|
408.7
|
|
|
(150.8
|
)
|
|||
|
Operating profit
|
106.1
|
|
|
55.9
|
|
|
50.2
|
|
|||
|
Interest expense
|
(28.7
|
)
|
|
(27.9
|
)
|
|
(0.8
|
)
|
|||
|
Other income, net
|
0.5
|
|
|
0.2
|
|
|
0.3
|
|
|||
|
Income from continuing operations before income taxes
|
77.9
|
|
|
28.2
|
|
|
49.7
|
|
|||
|
Provision for income taxes
|
(29.0
|
)
|
|
(19.9
|
)
|
|
(9.1
|
)
|
|||
|
Income from continuing operations
|
48.9
|
|
|
8.3
|
|
|
40.6
|
|
|||
|
Discontinued operations:
|
|
|
|
|
|
||||||
|
Loss from discontinued operations, net of income taxes
|
—
|
|
|
(0.4
|
)
|
|
0.4
|
|
|||
|
Loss on disposal of discontinued operations, net of income taxes
|
—
|
|
|
(0.3
|
)
|
|
0.3
|
|
|||
|
Net loss from discontinued operations
|
—
|
|
|
(0.7
|
)
|
|
0.7
|
|
|||
|
Net income
|
$
|
48.9
|
|
|
$
|
7.6
|
|
|
$
|
41.3
|
|
|
|
Third
Quarter 2016 |
|
|
|
Third
Quarter 2015 |
|
|
||||
|
Revenues:
|
|
|
|
|
|
|
|
||||
|
Sales
|
$
|
228.6
|
|
|
|
|
$
|
359.0
|
|
|
|
|
Franchise revenues:
|
|
|
|
|
|
|
|
||||
|
Royalty revenue
|
87.9
|
|
|
|
|
80.9
|
|
|
|
||
|
Rental income
|
37.4
|
|
|
|
|
22.5
|
|
|
|
||
|
Franchise fees
|
10.1
|
|
|
|
|
2.2
|
|
|
|
||
|
Total franchise revenues
|
135.4
|
|
|
|
|
105.6
|
|
|
|
||
|
Total revenues
|
$
|
364.0
|
|
|
|
|
$
|
464.6
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Third
Quarter 2016 |
|
% of
Sales |
|
Third
Quarter 2015 |
|
% of
Sales |
||||
|
Cost of sales:
|
|
|
|
|
|
|
|
||||
|
Food and paper
|
$
|
69.3
|
|
|
30.3%
|
|
$
|
113.3
|
|
|
31.5%
|
|
Restaurant labor
|
64.8
|
|
|
28.4%
|
|
99.0
|
|
|
27.6%
|
||
|
Occupancy, advertising and other operating costs
|
52.4
|
|
|
22.9%
|
|
79.2
|
|
|
22.1%
|
||
|
Total cost of sales
|
$
|
186.5
|
|
|
81.6%
|
|
$
|
291.5
|
|
|
81.2%
|
|
|
Third
Quarter 2016 |
|
% of
Sales
|
|
Third
Quarter 2015 |
|
% of
Sales
|
||||
|
Restaurant margin
|
$
|
42.1
|
|
|
18.4%
|
|
$
|
67.5
|
|
|
18.8%
|
|
|
New Method
|
|
Old Method
|
||||||||
|
|
Third
Quarter 2016 |
|
Third
Quarter 2015 |
|
Third
Quarter 2016 |
|
Third
Quarter 2015 |
||||
|
Same-restaurant sales:
|
|
|
|
|
|
|
|
||||
|
North America same-restaurant sales:
|
|
|
|
|
|
|
|
||||
|
Company-owned
|
2.7
|
%
|
|
2.0
|
%
|
|
2.4
|
%
|
|
1.7
|
%
|
|
Franchised
|
1.2
|
%
|
|
3.4
|
%
|
|
1.2
|
%
|
|
3.3
|
%
|
|
Systemwide
|
1.4
|
%
|
|
3.2
|
%
|
|
1.3
|
%
|
|
3.1
|
%
|
|
|
|
|
|
|
|
|
|
||||
|
Total same-restaurant sales:
|
|
|
|
|
|
|
|
||||
|
Company-owned
|
2.7
|
%
|
|
2.0
|
%
|
|
2.4
|
%
|
|
1.7
|
%
|
|
Franchised (a)
|
1.3
|
%
|
|
3.1
|
%
|
|
1.2
|
%
|
|
3.1
|
%
|
|
Systemwide (a)
|
1.4
|
%
|
|
3.0
|
%
|
|
1.3
|
%
|
|
2.9
|
%
|
|
|
Company-owned
|
|
Franchised
|
|
Systemwide
|
|||
|
Restaurant count:
|
|
|
|
|
|
|||
|
Restaurant count at July 3, 2016
|
582
|
|
|
5,908
|
|
|
6,490
|
|
|
Opened
|
3
|
|
|
30
|
|
|
33
|
|
|
Closed
|
(2
|
)
|
|
(18
|
)
|
|
(20
|
)
|
|
Net (sold to) purchased by franchisees
|
(156
|
)
|
|
156
|
|
|
—
|
|
|
Restaurant count at October 2, 2016
|
427
|
|
|
6,076
|
|
|
6,503
|
|
|
Sales
|
Change
|
||
|
Sales
|
$
|
(130.4
|
)
|
|
Franchise Revenues
|
Change
|
||
|
Royalty revenue
|
$
|
7.0
|
|
|
Rental income
|
14.9
|
|
|
|
Franchise fees
|
7.9
|
|
|
|
|
$
|
29.8
|
|
|
Cost of Sales, as a Percent of Sales
|
Change
|
|
|
Food and paper
|
(1.2
|
)%
|
|
Restaurant labor
|
0.8
|
%
|
|
Occupancy, advertising and other operating costs
|
0.8
|
%
|
|
|
0.4
|
%
|
|
General and Administrative
|
Change
|
||
|
Employee compensation and related expenses
|
$
|
(2.7
|
)
|
|
Share-based compensation
|
(1.5
|
)
|
|
|
Incentive compensation
|
(1.0
|
)
|
|
|
Professional services
|
2.1
|
|
|
|
Other, net
|
(1.7
|
)
|
|
|
|
$
|
(4.8
|
)
|
|
Depreciation and Amortization
|
Change
|
||
|
Restaurants
|
$
|
(7.2
|
)
|
|
Corporate and other
|
0.2
|
|
|
|
|
$
|
(7.0
|
)
|
|
System Optimization (Gains) Losses, Net
|
Third Quarter
|
||||||
|
|
2016
|
|
2015
|
||||
|
System optimization (gains) losses, net
|
$
|
(37.8
|
)
|
|
$
|
0.1
|
|
|
Reorganization and Realignment Costs
|
Third Quarter
|
||||||
|
|
2016
|
|
2015
|
||||
|
G&A realignment
|
$
|
—
|
|
|
$
|
1.5
|
|
|
System optimization initiative
|
2.1
|
|
|
4.3
|
|
||
|
|
$
|
2.1
|
|
|
$
|
5.8
|
|
|
Impairment of Long-Lived Assets
|
Change
|
||
|
Impairment of long-lived assets
|
$
|
(1.1
|
)
|
|
Other Operating Expense, Net
|
Third Quarter
|
||||||
|
|
2016
|
|
2015
|
||||
|
Lease expense
|
$
|
17.5
|
|
|
$
|
12.4
|
|
|
Equity in earnings in joint ventures, net
|
(2.2
|
)
|
|
(2.4
|
)
|
||
|
Other, net
|
3.1
|
|
|
(0.3
|
)
|
||
|
|
$
|
18.4
|
|
|
$
|
9.7
|
|
|
Interest Expense
|
Change
|
||
|
Interest expense
|
$
|
0.8
|
|
|
Provision for Income Taxes
|
Change
|
||
|
Federal and state provision on variance in income from continuing operations before income taxes
|
$
|
18.4
|
|
|
System optimization initiative
|
(8.4
|
)
|
|
|
State income taxes, net of federal benefits
|
(0.8
|
)
|
|
|
Other, net
|
(0.1
|
)
|
|
|
|
$
|
9.1
|
|
|
Net Income from Discontinued Operations
|
Third
Quarter
|
||
|
|
2015
|
||
|
Loss from discontinued operations before income taxes
|
$
|
(0.2
|
)
|
|
Provision for income taxes
|
(0.2
|
)
|
|
|
Loss from discontinued operations, net of income taxes
|
(0.4
|
)
|
|
|
Gain on disposal of discontinued operations before income taxes
|
0.2
|
|
|
|
Provision for income taxes on gain on disposal
|
(0.5
|
)
|
|
|
Loss on disposal of discontinued operations, net of income taxes
|
(0.3
|
)
|
|
|
Net loss from discontinued operations
|
$
|
(0.7
|
)
|
|
|
Nine Months Ended
|
||||||||||
|
|
October 2,
2016 |
|
September 27,
2015 |
|
Change
|
||||||
|
Revenues:
|
|
|
|
|
|
||||||
|
Sales
|
$
|
747.2
|
|
|
$
|
1,101.6
|
|
|
$
|
(354.4
|
)
|
|
Franchise revenues
|
378.3
|
|
|
304.3
|
|
|
74.0
|
|
|||
|
|
1,125.5
|
|
|
1,405.9
|
|
|
(280.4
|
)
|
|||
|
Costs and expenses:
|
|
|
|
|
|
|
|||||
|
Cost of sales
|
603.8
|
|
|
911.8
|
|
|
(308.0
|
)
|
|||
|
General and administrative
|
184.7
|
|
|
184.1
|
|
|
0.6
|
|
|||
|
Depreciation and amortization
|
92.4
|
|
|
111.3
|
|
|
(18.9
|
)
|
|||
|
System optimization gains, net
|
(48.1
|
)
|
|
(14.8
|
)
|
|
(33.3
|
)
|
|||
|
Reorganization and realignment costs
|
7.9
|
|
|
16.6
|
|
|
(8.7
|
)
|
|||
|
Impairment of long-lived assets
|
13.0
|
|
|
13.5
|
|
|
(0.5
|
)
|
|||
|
Other operating expense, net
|
36.2
|
|
|
25.2
|
|
|
11.0
|
|
|||
|
|
889.9
|
|
|
1,247.7
|
|
|
(357.8
|
)
|
|||
|
Operating profit
|
235.6
|
|
|
158.2
|
|
|
77.4
|
|
|||
|
Interest expense
|
(85.5
|
)
|
|
(57.9
|
)
|
|
(27.6
|
)
|
|||
|
Loss on early extinguishment of debt
|
—
|
|
|
(7.3
|
)
|
|
7.3
|
|
|||
|
Other income, net
|
1.0
|
|
|
0.7
|
|
|
0.3
|
|
|||
|
Income from continuing operations before income taxes
|
151.1
|
|
|
93.7
|
|
|
57.4
|
|
|||
|
Provision for income taxes
|
(50.4
|
)
|
|
(42.4
|
)
|
|
(8.0
|
)
|
|||
|
Income from continuing operations
|
100.7
|
|
|
51.3
|
|
|
49.4
|
|
|||
|
Discontinued operations:
|
|
|
|
|
|
||||||
|
Income from discontinued operations, net of income taxes
|
—
|
|
|
9.2
|
|
|
(9.2
|
)
|
|||
|
Gain on disposal of discontinued operations, net of income taxes
|
—
|
|
|
14.8
|
|
|
(14.8
|
)
|
|||
|
Net income from discontinued operations
|
—
|
|
|
24.0
|
|
|
(24.0
|
)
|
|||
|
Net income
|
$
|
100.7
|
|
|
$
|
75.3
|
|
|
$
|
25.4
|
|
|
|
Nine Months 2016
|
|
|
|
Nine Months 2015
|
|
|
||||
|
Revenues:
|
|
|
|
|
|
|
|
||||
|
Sales
|
$
|
747.2
|
|
|
|
|
$
|
1,101.6
|
|
|
|
|
Franchise revenues:
|
|
|
|
|
|
|
|
||||
|
Royalty revenue
|
255.0
|
|
|
|
|
235.3
|
|
|
|
||
|
Rental income
|
102.4
|
|
|
|
|
60.5
|
|
|
|
||
|
Franchise fees
|
20.9
|
|
|
|
|
8.5
|
|
|
|
||
|
Total franchise revenues
|
378.3
|
|
|
|
|
304.3
|
|
|
|
||
|
Total revenues
|
$
|
1,125.5
|
|
|
|
|
$
|
1,405.9
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
||||
|
|
Nine Months 2016
|
|
% of
Sales |
|
Nine Months 2015
|
|
% of
Sales |
||||
|
Cost of sales:
|
|
|
|
|
|
|
|
||||
|
Food and paper
|
$
|
226.9
|
|
|
30.4%
|
|
$
|
351.3
|
|
|
31.9%
|
|
Restaurant labor
|
211.7
|
|
|
28.3%
|
|
311.3
|
|
|
28.3%
|
||
|
Occupancy, advertising and other operating costs
|
165.2
|
|
|
22.1%
|
|
249.2
|
|
|
22.6%
|
||
|
Total cost of sales
|
$
|
603.8
|
|
|
80.8%
|
|
$
|
911.8
|
|
|
82.8%
|
|
|
Nine Months 2016
|
|
% of
Sales
|
|
Nine Months 2015
|
|
% of
Sales
|
||||
|
Restaurant margin
|
$
|
143.4
|
|
|
19.2%
|
|
$
|
189.8
|
|
|
17.2%
|
|
|
New Method
|
|
Old Method
|
||||||||
|
|
Nine Months 2016
|
|
Nine Months 2015
|
|
Nine Months 2016
|
|
Nine Months 2015
|
||||
|
Same-restaurant sales:
|
|
|
|
|
|
|
|
||||
|
North America same-restaurant sales:
|
|
|
|
|
|
|
|
||||
|
Company-owned
|
2.9
|
%
|
|
2.4
|
%
|
|
2.7
|
%
|
|
2.2
|
%
|
|
Franchised
|
1.7
|
%
|
|
3.0
|
%
|
|
1.6
|
%
|
|
2.9
|
%
|
|
Systemwide
|
1.8
|
%
|
|
3.0
|
%
|
|
1.7
|
%
|
|
2.8
|
%
|
|
|
|
|
|
|
|
|
|
||||
|
Total same-restaurant sales:
|
|
|
|
|
|
|
|
||||
|
Company-owned
|
2.9
|
%
|
|
2.4
|
%
|
|
2.7
|
%
|
|
2.2
|
%
|
|
Franchised (a)
|
1.6
|
%
|
|
2.9
|
%
|
|
1.5
|
%
|
|
2.8
|
%
|
|
Systemwide (a)
|
1.7
|
%
|
|
2.8
|
%
|
|
1.6
|
%
|
|
2.7
|
%
|
|
|
Company-owned
|
|
Franchised
|
|
Systemwide
|
|||
|
Restaurant count:
|
|
|
|
|
|
|||
|
Restaurant count at January 3, 2016
|
632
|
|
|
5,847
|
|
|
6,479
|
|
|
Opened
|
9
|
|
|
73
|
|
|
82
|
|
|
Closed
|
(5
|
)
|
|
(53
|
)
|
|
(58
|
)
|
|
Net (sold to) purchased by franchisees
|
(209
|
)
|
|
209
|
|
|
—
|
|
|
Restaurant count at October 2, 2016
|
427
|
|
|
6,076
|
|
|
6,503
|
|
|
Sales
|
Change
|
||
|
Sales
|
$
|
(354.4
|
)
|
|
Franchise Revenues
|
Change
|
||
|
Royalty revenue
|
$
|
19.7
|
|
|
Rental income
|
41.9
|
|
|
|
Franchise fees
|
12.4
|
|
|
|
|
$
|
74.0
|
|
|
Cost of Sales, as a Percent of Sales
|
Change
|
|
|
Food and paper
|
(1.5
|
)%
|
|
Restaurant labor
|
—
|
%
|
|
Occupancy, advertising and other operating costs
|
(0.5
|
)%
|
|
|
(2.0
|
)%
|
|
General and Administrative
|
Change
|
||
|
Legal reserves
|
$
|
2.9
|
|
|
Professional services
|
2.6
|
|
|
|
Severance
|
2.6
|
|
|
|
Employee compensation and related expenses
|
(5.7
|
)
|
|
|
Other
|
(1.8
|
)
|
|
|
|
$
|
0.6
|
|
|
Depreciation and Amortization
|
Change
|
||
|
Restaurants
|
$
|
(19.0
|
)
|
|
Corporate and other
|
0.1
|
|
|
|
|
$
|
(18.9
|
)
|
|
System Optimization Gains, Net
|
Nine Months
|
||||||
|
|
2016
|
|
2015
|
||||
|
System optimization gains, net
|
$
|
(48.1
|
)
|
|
$
|
(14.8
|
)
|
|
Reorganization and Realignment Costs
|
Nine Months
|
||||||
|
|
2016
|
|
2015
|
||||
|
G&A realignment
|
$
|
1.0
|
|
|
$
|
10.0
|
|
|
System optimization initiative
|
6.9
|
|
|
6.6
|
|
||
|
|
$
|
7.9
|
|
|
$
|
16.6
|
|
|
Impairment of Long-Lived Assets
|
Change
|
||
|
Impairment of long-lived assets
|
$
|
(0.5
|
)
|
|
Other Operating Expense, Net
|
Nine Months
|
||||||
|
|
2016
|
|
2015
|
||||
|
Lease expense
|
$
|
49.7
|
|
|
$
|
33.7
|
|
|
Lease buyout
|
(11.6
|
)
|
|
(2.0
|
)
|
||
|
Equity in earnings in joint ventures, net
|
(6.5
|
)
|
|
(7.0
|
)
|
||
|
Other
|
4.6
|
|
|
0.5
|
|
||
|
|
$
|
36.2
|
|
|
$
|
25.2
|
|
|
Interest Expense
|
Change
|
||
|
Interest expense
|
$
|
27.6
|
|
|
Provision for Income Taxes
|
Change
|
||
|
Federal and state expense on variance in income from continuing operations before income taxes
|
$
|
22.1
|
|
|
Prior year tax matters, including changes to unrecognized tax benefits
|
1.4
|
|
|
|
System optimization initiative
|
(8.5
|
)
|
|
|
State income taxes, net of federal benefits
|
(7.2
|
)
|
|
|
Other, net
|
0.2
|
|
|
|
|
$
|
8.0
|
|
|
Net Income from Discontinued Operations
|
Nine Months
|
||
|
|
2015
|
||
|
Income from discontinued operations before income taxes
|
$
|
14.9
|
|
|
Provision for income taxes
|
(5.7
|
)
|
|
|
Income from discontinued operations, net of income taxes
|
9.2
|
|
|
|
Gain on disposal of discontinued operations before income taxes
|
27.5
|
|
|
|
Provision for income taxes on gain on disposal
|
(12.7
|
)
|
|
|
Gain on disposal of discontinued operations, net of income taxes
|
14.8
|
|
|
|
Net income from discontinued operations
|
$
|
24.0
|
|
|
•
|
an increase of
$23.9 million
as a result of cash restricted for the payment of interest under our securitized financing facility during the second quarter of 2015; and
|
|
•
|
an increase of
$7.3 million
as a result of payments to terminate our cash flow hedges during the second quarter of 2015; partially offset by
|
|
•
|
an increase of $30.0 million in interest payments primarily resulting from the securitized financing facility;
|
|
•
|
a
$47.4 million
increase in income tax payments, net of refunds; and
|
|
•
|
an increase in payments for incentive compensation for the 2015 fiscal year.
|
|
•
|
an increase of
$127.5 million
in proceeds from dispositions related to our system optimization initiative; and
|
|
•
|
a decrease
of
$79.5 million
in capital expenditures; partially offset by
|
|
•
|
a decrease
of
$78.4 million
in proceeds from the sale of the Bakery during the second quarter of 2015.
|
|
•
|
a net decrease in cash provided by long-term debt activities of $950.4 million primarily from the Company’s $2,275.0 million securitized financing facility and the related repayment of debt under the Company’s prior credit agreement during the second quarter of
2015
; partially offset by
|
|
•
|
a decrease in repurchases of common stock of $917.2 million.
|
|
•
|
capital expenditures of approximately
$36.3 million
, resulting in total anticipated cash capital expenditures for the year of approximately
$145.0 million
.
|
|
•
|
quarterly cash dividends aggregating up to approximately
$15.9 million
as discussed below in “Dividends;”
|
|
•
|
potential stock repurchases of up to
$172.7 million
, of which
$22.7 million
was repurchased subsequent to
October 2, 2016
through
November 3, 2016
as discussed below in “Stock Repurchases;” and
|
|
•
|
consideration paid for restaurant acquisitions and proceeds from restaurant dispositions under our system optimization initiative.
|
|
•
|
competition, including pricing pressures, couponing, aggressive marketing and the potential impact of competitors’ new unit openings on sales of Wendy’s restaurants;
|
|
•
|
consumers’ perceptions of the relative quality, variety, affordability and value of the food products we offer;
|
|
•
|
food safety events, including instances of food-borne illness (such as salmonella or E. coli) involving Wendy’s or its supply chain;
|
|
•
|
consumer concerns over nutritional aspects of beef, poultry, french fries or other products we sell, concerns regarding the ingredients in our products and/or cooking processes used in our restaurants, or concerns regarding the effects of disease outbreaks, epidemics or pandemics impacting the Company’s customers or food supplies;
|
|
•
|
the effects of negative publicity that can occur from increased use of social media;
|
|
•
|
success of operating and marketing initiatives, including advertising and promotional efforts and new product and concept development by us and our competitors;
|
|
•
|
the impact of general economic conditions and increases in unemployment rates on consumer spending, particularly in geographic regions that contain a high concentration of Wendy’s restaurants;
|
|
•
|
changes in consumer tastes and preferences, and in discretionary consumer spending;
|
|
•
|
changes in spending patterns and demographic trends, such as the extent to which consumers eat meals away from home;
|
|
•
|
certain factors affecting our franchisees, including the business and financial viability of franchisees, the timely payment of such franchisees’ obligations due to us or to national or local advertising organizations, and the ability of our franchisees to open new restaurants and remodel existing restaurants in accordance with their development and franchise commitments, including their ability to finance restaurant development and remodels;
|
|
•
|
increased labor costs due to competition or increased minimum wage or employee benefit costs;
|
|
•
|
changes in commodity costs (including beef, chicken and corn), labor, supplies, fuel, utilities, distribution and other operating costs;
|
|
•
|
availability, location and terms of sites for restaurant development by us and our franchisees;
|
|
•
|
development costs, including real estate and construction costs;
|
|
•
|
delays in opening new restaurants or completing reimages of existing restaurants, including risks associated with the Image Activation program;
|
|
•
|
the timing and impact of acquisitions and dispositions of restaurants;
|
|
•
|
anticipated or unanticipated restaurant closures by us and our franchisees;
|
|
•
|
our ability to identify, attract and retain potential franchisees with sufficient experience and financial resources to develop and operate Wendy’s restaurants successfully;
|
|
•
|
availability of qualified restaurant personnel to us and to our franchisees, and the ability to retain such personnel;
|
|
•
|
our ability, if necessary, to secure alternative distribution of supplies of food, equipment and other products to Wendy’s restaurants at competitive rates and in adequate amounts, and the potential financial impact of any interruptions in such distribution;
|
|
•
|
availability and cost of insurance;
|
|
•
|
adverse weather conditions;
|
|
•
|
availability, terms (including changes in interest rates) and deployment of capital;
|
|
•
|
changes in, and our ability to comply with, legal, regulatory or similar requirements, including franchising laws, payment card industry rules, overtime rules, minimum wage rates, wage and hour laws, government-mandated health care benefits, tax legislation, federal ethanol policy and accounting standards;
|
|
•
|
the costs, uncertainties and other effects of legal, environmental and administrative proceedings;
|
|
•
|
the effects of charges for impairment of goodwill or for the impairment of other long-lived assets;
|
|
•
|
the effects of war or terrorist activities;
|
|
•
|
risks associated with failures, interruptions or security breaches of the Company’s computer systems or technology, or the occurrence of cyber incidents or a deficiency in cybersecurity that impacts the Company or its franchisees, including the cybersecurity incident described in Item 1A below;
|
|
•
|
the difficulty in predicting the ultimate costs associated with the sale of company-owned restaurants to franchisees, employee termination costs, the timing of payments made and received, the results of negotiations with landlords, the impact of the sale of restaurants on ongoing operations, any tax impact from the sale of restaurants and the future impact to the Company’s earnings, restaurant operating margins, cash flow and depreciation;
|
|
•
|
risks associated with the Company’s securitized financing facility, including the ability to generate sufficient cash flow to meet increased debt service obligations, compliance with operational and financial covenants, and restrictions on the Company’s ability to raise additional capital;
|
|
•
|
risks associated with the amount and timing of share repurchases under the
$1.4 billion
share repurchase program approved by the Board of Directors; and
|
|
•
|
other risks and uncertainties affecting us and our subsidiaries referred to in our Annual Report on Form 10-K for the fiscal year ended January 3, 2016 (the “Form 10-K”) (see especially “Item 1A. Risk Factors” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations”) and in our other current and periodic filings with the Securities and Exchange Commission.
|
|
Period
|
Total Number of Shares Purchased (1)
|
Average
Price Paid
per Share
|
Total Number of
Shares Purchased
as Part of
Publicly Announced
Plans
|
Approximate Dollar
Value of Shares
that May Yet Be
Purchased Under
the Plans (2)
|
||||||
|
July 4, 2016
through August 7, 2016 |
2,183,280
|
|
$
|
9.72
|
|
2,170,500
|
|
$
|
247,904,938
|
|
|
August 8, 2016
through September 4, 2016 |
1,531,513
|
|
$
|
10.06
|
|
1,418,800
|
|
$
|
233,662,763
|
|
|
September 5, 2016
through October 2, 2016 |
1,678,100
|
|
$
|
10.60
|
|
1,678,100
|
|
$
|
215,903,649
|
|
|
Total
|
5,392,893
|
|
$
|
10.09
|
|
5,267,400
|
|
$
|
215,903,649
|
|
|
(1)
|
Includes
125,493
shares reacquired by the Company from holders of share-based awards to satisfy certain requirements associated with the vesting or exercise of the respective awards. The shares were valued at the average of the high and low trading prices of our common stock on the vesting or exercise date of such awards.
|
|
(2)
|
In June 2015, our Board of Directors authorized the repurchase of up to
$1.4 billion
of our common stock through January 1, 2017, when and if market conditions warrant and to the extent legally permissible.
|
|
EXHIBIT NO.
|
DESCRIPTION
|
|
|
|
|
10.1
|
Employment Letter between The Wendy’s Company and E.J. Wunsch executed on September 9, 2016.* **
|
|
31.1
|
Certification of the Chief Executive Officer of The Wendy’s Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
|
|
31.2
|
Certification of the Chief Financial Officer of The Wendy’s Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
|
|
32.1
|
Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, furnished as an exhibit to this Form 10-Q.*
|
|
101.INS
|
XBRL Instance Document*
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document*
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document*
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document*
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document*
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document*
|
|
*
|
Filed herewith.
|
|
**
|
Identifies a management contract or compensatory plan or arrangement.
|
|
|
THE WENDY’S COMPANY
(Registrant)
|
|
Date: November 9, 2016
|
By:
/s/ Gunther Plosch
|
|
|
Gunther Plosch
|
|
|
Chief Financial Officer
|
|
|
(On behalf of the Company)
|
|
|
|
|
Date: November 9, 2016
|
By:
/s/ Scott A. Kriss
|
|
|
Scott A. Kriss
|
|
|
Senior Vice President
-
|
|
|
Chief Accounting and Tax Officer
|
|
|
(Principal Accounting Officer)
|
|
EXHIBIT NO.
|
DESCRIPTION
|
|
|
|
|
10.1
|
Employment Letter between The Wendy’s Company and E.J. Wunsch executed on September 9, 2016.* **
|
|
31.1
|
Certification of the Chief Executive Officer of The Wendy’s Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
|
|
31.2
|
Certification of the Chief Financial Officer of The Wendy’s Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
|
|
32.1
|
Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, furnished as an exhibit to this Form 10-Q.*
|
|
101.INS
|
XBRL Instance Document*
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document*
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document*
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document*
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document*
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document*
|
|
*
|
Filed herewith.
|
|
**
|
Identifies a management contract or compensatory plan or arrangement.
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|