Wendy's Co false 0000030697 0000030697 2025-02-13 2025-02-13

 

 

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 13, 2025

 

 

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 13, 2025, The Wendy’s Company (the “Company”) issued a press release reporting its financial results for the fourth quarter and fiscal year ended December 29, 2024 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 and in Exhibit 99.1 is being furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is considered to be “filed” under the Exchange Act or incorporates it by reference into a filing of the Company under the Securities Act of 1933, as amended, 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 13, 2025.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

2


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 13, 2025     By:  

/s/ Mark L. Johnson

      Mark L. Johnson
     

Director – Corporate & Securities Counsel, and

  Assistant Secretary

 

3

Exhibit 99.1

 

LOGO

THE WENDY’S COMPANY REPORTS FOURTH QUARTER AND FULL-YEAR 2024 RESULTS,

PROVIDES 2025 OUTLOOK, AND UPDATES ITS CAPITAL ALLOCATION POLICY

 

   

Wendy’s systemwide sales grew 5.4% in the fourth quarter, reaching $3.7 billion,* including same-restaurant sales growth of 4.3%. For the full year systemwide sales grew 3.1%, reaching $14.5 billion, including same-restaurant sales growth of 1.5%.

 

   

Total revenues for the fourth quarter were $574.3 million and adjusted revenues were $459.3 million, an increase of 6.4%.* Total revenues for the full year were $2.2 billion and adjusted revenues were $1.8 billion, an increase of 2.0%.

 

   

Net income for the fourth quarter was $47.5 million and adjusted EBITDA was $137.5 million, an increase of 8.6%.* Net income for the full year was $194.4 million and adjusted EBITDA was $543.6 million, an increase of 1.4%.

 

   

Reported diluted earnings per share for the fourth quarter and full year was $0.23 and $0.95, respectively. Adjusted earnings per share for the fourth quarter was $0.25, an increase of 19.0%. Adjusted earnings per share for the full year was $1.00, an increase of 3.1%.*

 

   

For the full year 2024, the Company achieved its 14th consecutive year of same-restaurant sales growth.

 

   

The Company updated its capital allocation policy and announced a new target dividend payout ratio of 50% to 60% of adjusted earnings and plans to repurchase up to $200 million of its shares in 2025.

Dublin, Ohio (February 13, 2025) - The Wendy’s Company (Nasdaq: WEN) today reported unaudited results for the fourth quarter and full year ended December 29, 2024.

“I am proud of our fourth quarter performance, delivering a strong quarter while outpacing the category. This resulted in our 14th consecutive year of global same-restaurant sales growth,” said Kirk Tanner, President and Chief Executive Officer.

“We are well positioned to accelerate growth, and we have a clear roadmap for Wendy’s future. I am excited about the opportunities ahead of us as we strengthen our system across the globe. Our new capital allocation policy will enable us to pursue these opportunities and maximize long-term shareholder value.”

*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.

 

1


Fourth Quarter and Full Year 2024 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  
     2023     2024     2023     2024  

Systemwide Sales Growth(1)

        

U.S.

     2.3%       4.5%       5.1%       2.2%  

International(2)

     9.7%       11.3%       14.1%       9.0%  

Global

     3.2%       5.4%       6.1%       3.1%  

Same-Restaurant Sales Growth(1)

        

U.S.

     0.9%       4.1%       3.7%       1.4%  

International(2)

     4.3%       4.9%       8.1%       2.8%  

Global

     1.3%       4.3%       4.3%       1.5%  

Systemwide Sales (In US$ Millions)(3)

        

U.S.

     $3,043       $3,179       $12,285       $12,554  

International(2)

     $455       $495       $1,802       $1,933  

Global

     $3,498       $3,674       $14,088       $14,487  

Restaurant Openings

        

U.S. - Total / Net

     31 / 20       36 / (78)       97 / 36       101 / (97)  

International - Total / Net

     65 / 54       77 / 26       151 109       175 / 97  

Global - Total / Net

     96 / 74       113 / (52)       248 / 145       276 / 0  

Quarter End Restaurant Count

        

U.S.

         6,030       5,933  

International

         1,210       1,307  

Global

         7,240       7,240  

Global Reimaging Completion Percentage

         86%       92%  

(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.

 

 

 

 

2


Financial Highlights    Fourth Quarter   Full Year
     2023   2024   B / (W)   2023   2024   B / (W)
($ In Millions Except Per Share Amounts)    (Unaudited)   (Unaudited)

Total Revenues

   $540.7   $574.3   6.2%   $2,181.6   $2,246.5   3.0%

Adjusted Revenues(1)

   $431.7   $459.3   6.4%   $1,752.6   $1,788.4   2.0%

U.S. Company-Operated Restaurant Margin

   13.5%   16.5%   3.0%   15.3%   16.0%   0.7%

General and Administrative Expense

   $65.7   $67.2   (2.3)%   $250.0   $255.2   (2.1)%

Operating Profit

   $86.6   $96.0   10.9%   $382.0   $371.4   (2.8)%

Reported Effective Tax Rate

   30.2%   32.6%   (2.4)%   26.8%   28.7%   (1.9)%

Net Income

   $46.9   $47.5   1.3%   $204.4   $194.4   (4.9)%

Adjusted EBITDA

   $126.6   $137.5   8.6%   $535.9   $543.6   1.4%

Reported Diluted Earnings Per Share

   $0.23   $0.23   — %   $0.97   $0.95   (2.1)%

Adjusted Earnings Per Share

   $0.21   $0.25   19.0%   $0.97   $1.00   3.1%

Cash Flows from Operations

         $345.4   $355.3   2.9%

Capital Expenditures

         $(85.0)   $(94.4)   (11.0)%

Free Cash Flow(2)

         $274.3   $279.0   1.7%

(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 was driven by increases in franchise fees, Company-operated restaurant sales, advertising funds revenue, and franchise royalty revenue.

U.S. Company-Operated Restaurant Margin

The increase in U.S. Company-operated restaurant margin was primarily due to a higher average check, customer count growth, and labor efficiencies.

General and Administrative Expense

The increase in general and administrative expense was primarily driven by an increase in incentive compensation and an increase in employee compensation and benefits, partially offset by lower professional fees.

Operating Profit

The increase in operating profit was primarily due to an increase in net franchise fees, U.S. Company-operated restaurant margin, and franchise royalty revenue. These items were partially offset by the Company’s incremental investment in breakfast advertising and an increase in impairment of long-lived assets due to closing certain Company-operated restaurants.

Net Income

The increase in net income was primarily due to the increase in operating profit, partially offset by lapping a gain on the early extinguishment of debt in the prior year and an increase in the effective tax rate.

Adjusted EBITDA

The increase in adjusted EBITDA resulted primarily from an increase in net franchisee fees, U.S. Company-operated restaurant margin, and franchise royalty revenue. These items were partially offset by the Company’s incremental investment in breakfast advertising and higher general and administrative expense.

 

3


Adjusted Earnings Per Share

The increase in adjusted earnings per share was driven by the same factors as described above for the increase in adjusted EBITDA.

Full Year Financial Highlights

Total Revenues

The increase in revenues resulted primarily from an increase in advertising funds revenue, an increase in franchise fees, and an increase in franchise royalty revenue.

U.S. Company-Operated Restaurant Margin

The increase in U.S. Company-operated restaurant margin was driven by a higher average check and labor efficiencies, partially offset by labor rate inflation and customer count declines.

General and Administrative Expense

The increase in general and administrative expense was primarily due to an increase in employee compensation and benefits, partially offset by lower professional fees and a decrease in incentive compensation.

Operating Profit

The decrease in operating profit was primarily driven by the Company’s incremental investment in breakfast advertising, an increase in impairment from long-lived assets, higher depreciation and amortization, and higher general and administrative expense. These were partially offset by higher franchise royalty revenue, U.S. Company-operated restaurant margin, and net franchise fees.

Net Income

The decrease in net income resulted primarily from the decrease in operating profit.

Adjusted EBITDA

The increase in adjusted EBITDA resulted primarily from an increase in franchise royalty revenue, U.S. Company-operated restaurant margin, and net franchise fees. These items were partially offset by an increase in the Company’s incremental investment in breakfast advertising and higher general and administrative expense.

Adjusted Earnings Per Share

The increase in adjusted earnings per share was driven by the same factors as described above for the increase in adjusted EBITDA and fewer shares outstanding as a result of the Company’s share repurchase program. These were partially offset by higher depreciation and higher cloud computing amortization.

Free Cash Flow

The increase in free cash flow resulted primarily from a decrease in cash paid for cloud computing arrangements, partially offset by an increase in capital expenditures.

Company Declares Quarterly Dividend

The Company announced today the declaration of its regular quarterly cash dividend of $0.25 per share. The dividend is payable on March 17, 2025, to shareholders of record as of March 3, 2025. The number of common shares outstanding as of February 6, 2025 was approximately 203.4 million.

Share Repurchases

The Company repurchased 0.9 million shares for $15.4 million in the fourth quarter of 2024. In the first quarter of 2025, the Company has repurchased 0.5 million shares for $6.9 million through February 6. As of February 6, approximately $228.1 million remains available under the Company’s existing share repurchase authorization that expires in February 2027.

 

4


Company Updates Dividend Policy and Increases Planned Share Repurchases

The Company is updating its capital allocation policy to accelerate growth investments, which it believes will enhance long-term shareholder value. It also enables the Company to take advantage of an opportunity to repurchase shares in 2025 at what the Company believes is an attractive share price.

The Company’s new target dividend payout ratio is 50% to 60% of adjusted earnings. As a result, beginning in the second quarter of 2025 the Company expects to pay a quarterly dividend of $0.14 per share. The Company plans to repurchase up to $200 million of its shares in 2025, with a majority of the shares expected to be acquired over the next few months.

The Company expects to return up to $325 million of cash to shareholders in 2025 though dividends and share repurchases.

2025 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 2025 the Company Expects:

 

   

Global systemwide sales growth: 2.0 to 3.0 percent

 

   

Adjusted earnings per share: $0.98 to $1.02

 

   

Adjusted EBITDA: $550 to $560 million

 

   

Capital expenditures: $100 to $110 million

 

   

Free cash flow: $275 to $285 million

Conference Call and Webcast Scheduled for 8:30 a.m. Today, February 13

The Company will host a conference call on Thursday, February 13 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 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 920332. An archived webcast and presentation materials will be available on the Company’s Investor Relations website.

Company to Host Investor Day on March 6, 2025

The Company will host an Investor Day in Dublin, Ohio on Thursday, March 6, 2025, where it plans to provide an overview of its strategic vision and issue its long-term financial outlook. The management presentations will begin at 8:30 a.m. ET, followed by a question and answer session, which is expected to conclude at approximately 11:30 a.m. ET. Due to limited capacity, attendance will be by invitation only. The event will be accessible to all interested parties via live webcast from the Company’s Investor Relations website at www.irwendys.com. An archived replay of the webcast, including the related presentation materials, will also be available at www.irwendys.com

 

5


Forward-Looking Statements

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

Many important factors could affect the Company’s future results and cause those results to differ materially from those expressed in or implied by the Company’s forward-looking statements. Such factors include, but are not limited to, the following: (1) the impact of competition or poor customer experiences at Wendy’s restaurants; (2) adverse economic conditions or disruptions, including in regions with a high concentration of Wendy’s restaurants; (3) changes in discretionary consumer spending and consumer tastes and preferences; (4) impacts to the Company’s corporate reputation or the value and perception of the Company’s brand; (5) the effectiveness of the Company’s marketing and advertising programs and new product development; (6) the Company’s ability to manage the impact of social or digital media; (7) the Company’s ability to protect its intellectual property; (8) food safety events or health concerns involving the Company’s products; (9) our ability to deliver accelerated global sales growth and achieve or maintain market share across our dayparts; (10) the Company’s ability to achieve its growth strategy through new restaurant development; (11) the Company’s ability to effectively manage the acquisition and disposition of restaurants or successfully implement other strategic initiatives; (12) risks associated with leasing and owning significant amounts of real estate, including environmental matters; (13) risks associated with the Company’s international operations, including the ability to execute its international growth strategy; (14) changes in commodity and other operating costs; (15) 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; (16) the impact of increased labor costs or labor shortages; (17) the continued succession and retention of key personnel and the effectiveness of the Company’s leadership and organizational structure; (18) 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; (19) 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; (20) 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; (21) risks associated with the Company’s capital allocation policy, including the amount and timing of equity and debt repurchases and dividend payments; (22) risks associated with complaints and litigation, compliance with legal and regulatory requirements and an increased focus on environmental, social and governance issues; (23) 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; (24) 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 (25) 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.

 

6


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

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

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

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

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.

 

7


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

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

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.

 

8


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

The Wendy’s Company (Nasdaq: WEN) and Wendy’s® franchisees employ hundreds of thousands of people across more than 7,000 restaurants worldwide. Founded in 1969, Wendy’s is committed to the promise of Fresh Famous Food, Made Right, For You, delivered to customers through its craveable menu including made-to-order square hamburgers using fresh beef*, and fan favorites like the Spicy Chicken Sandwich and nuggets, Baconator®, and the Frosty® dessert. Wendy’s supports the Dave Thomas Foundation for Adoption®, established by its founder, which seeks to dramatically increase the number of adoptions of children waiting in North America’s foster care system. Learn more about Wendy’s at www.wendys.com. For details on franchising, visit www.wendys.com/franchising. Connect with Wendy’s on X, Instagram and Facebook.

*Fresh beef available in the contiguous U.S. and Alaska, as well as Canada, Mexico, Puerto Rico, the UK, and other select international markets.

Investor Contact:

Aaron Broholm

Head of Investor Relations

(614) 764-3345; aaron.broholm@wendys.com

Media Contact:

Heidi Schauer

Vice President – Communications, Public Affairs & Customer Care

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

 

9


The Wendy’s Company and Subsidiaries

Consolidated Statements of Operations

Three and Twelve Month Periods Ended December 31, 2023 and December 29, 2024

(In Thousands Except Per Share Amounts)

(Unaudited)

 

     Three Months Ended     Twelve Months Ended  
     2023     2024     2023     2024  

Revenues:

        

Sales

   $ 226,725     $ 232,824     $ 930,083     $ 925,905  

Franchise royalty revenue

     127,793       133,789       512,159       528,388  

Franchise fees

     20,468       34,175       80,172       97,614  

Franchise rental income

     56,761       58,555       230,168       236,493  

Advertising funds revenue

     108,904       114,930       428,996       458,092  
  

 

 

   

 

 

   

 

 

   

 

 

 
     540,651       574,273       2,181,578       2,246,492  
  

 

 

   

 

 

   

 

 

   

 

 

 

Costs and expenses:

        

Cost of sales

     197,425       195,574       794,493       783,211  

Franchise support and other costs

     15,390       20,677       57,243       67,688  

Franchise rental expense

     30,470       31,041       125,371       127,446  

Advertising funds expense

     108,829       120,213       428,003       478,136  

General and administrative

     65,658       67,161       249,964       255,208  

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

     34,531       33,228       135,789       143,234  

Amortization of cloud computing arrangements

     5,086       4,064       12,778       14,701  

System optimization gains, net

     (761     (646     (880     (1,219

Reorganization and realignment costs

     1,100       49       9,200       8,528  

Impairment of long-lived assets

     888       6,840       1,401       9,713  

Other operating (income) loss, net

     (4,594     51       (13,768     (11,513
  

 

 

   

 

 

   

 

 

   

 

 

 
     454,022       478,252       1,799,594       1,875,133  
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating profit

     86,629       96,021       381,984       371,359  

Interest expense, net

     (30,263     (31,081     (124,061     (123,881

Gain on early extinguishment of debt, net

     3,868       —        2,283       —   

Investment income (loss), net

     31       —        (10,358     11  

Other income, net

     7,024       5,542       29,570       24,924  
  

 

 

   

 

 

   

 

 

   

 

 

 

Income before income taxes

     67,289       70,482       279,418       272,413  

Provision for income taxes

     (20,351     (22,985     (74,978     (78,056
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income

   $ 46,938     $ 47,497     $ 204,440     $ 194,357  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income per share:

        

Basic

   $ .23     $ .23     $ .98     $ .95  

Diluted

     .23       .23       .97       .95  

Number of shares used to calculate basic income per share

     205,938       203,848       209,486       204,351  
  

 

 

   

 

 

   

 

 

   

 

 

 

Number of shares used to calculate diluted income per share

     207,578       205,045       211,534       205,614  
  

 

 

   

 

 

   

 

 

   

 

 

 

 

10


The Wendy’s Company and Subsidiaries

Consolidated Balance Sheets

As of December 31, 2023 and December 29, 2024

(In Thousands Except Par Value)

(Unaudited)

 

     December 31,
2023
    December 29,
2024
 

ASSETS

    

Current assets:

    

Cash and cash equivalents

   $ 516,037     $ 450,512  

Restricted cash

     35,848       34,481  

Accounts and notes receivable, net

     121,683       99,926  

Inventories

     6,690       6,529  

Prepaid expenses and other current assets

     39,640       45,563  

Advertising funds restricted assets

     117,755       99,129  
  

 

 

   

 

 

 

Total current assets

     837,653       736,140  

Properties

     891,080       907,787  

Finance lease assets

     228,936       244,954  

Operating lease assets

     705,615       679,777  

Goodwill

     773,727       771,468  

Other intangible assets

     1,219,129       1,192,264  

Investments

     34,445       29,006  

Net investment in sales-type and direct financing leases

     313,664       288,048  

Other assets

     178,577       185,399  
  

 

 

   

 

 

 

Total assets

   $ 5,182,826     $ 5,034,843  
  

 

 

   

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

    

Current liabilities:

    

Current portion of long-term debt

   $ 29,250     $ 78,163  

Current portion of finance lease liabilities

     20,250       22,509  

Current portion of operating lease liabilities

     49,353       50,068  

Accounts payable

     27,370       28,455  

Accrued expenses and other current liabilities

     135,149       118,224  

Advertising funds restricted liabilities

     120,558       100,212  
  

 

 

   

 

 

 

Total current liabilities

     381,930       397,631  

Long-term debt

     2,732,814       2,662,130  

Long-term finance lease liabilities

     568,767       575,363  

Long-term operating lease liabilities

     739,340       704,333  

Deferred income taxes

     270,353       263,420  

Deferred franchise fees

     90,132       88,387  

Other liabilities

     89,711       84,227  
  

 

 

   

 

 

 

Total liabilities

     4,873,047       4,775,491  

Commitments and contingencies

    

Stockholders’ equity:

    

Common stock, $0.10 par value; 1,500,000 shares authorized; 470,424 shares issued; 205,397 and 203,834 shares outstanding, respectively

     47,042       47,042  

Additional paid-in capital

     2,960,035       2,982,102  

Retained earnings

     409,863       399,700  

Common stock held in treasury, at cost; 265,027 and 266,590 shares, respectively

     (3,048,786     (3,094,739

Accumulated other comprehensive loss

     (58,375     (74,753
  

 

 

   

 

 

 

Total stockholders’ equity

     309,779       259,352  
  

 

 

   

 

 

 

Total liabilities and stockholders’ equity

   $ 5,182,826     $ 5,034,843  
  

 

 

   

 

 

 

 

11


The Wendy’s Company and Subsidiaries

Consolidated Statements of Cash Flows

Twelve Month Periods Ended December 31, 2023 and December 29, 2024

(In Thousands)

(Unaudited)

 

     Twelve Months Ended  
     2023     2024  

Cash flows from operating activities:

    

Net income

   $ 204,440     $ 194,357  

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)

     135,789       143,234  

Amortization of cloud computing arrangements

     12,778       14,701  

Share-based compensation

     23,747       23,019  

Impairment of long-lived assets

     1,401       9,713  

Deferred income tax

     (807     (5,529

Non-cash rental expense, net

     40,655       41,904  

Change in operating lease liabilities

     (47,212     (48,911

Net receipt (recognition) of deferred vendor incentives

     1,034       (586

System optimization gains, net

     (880     (1,219

Gain on sale of investments, net

     (31     —   

Distributions received from TimWen joint venture

     12,901       14,408  

Equity in earnings in joint ventures, net

     (10,819     (11,607

Long-term debt-related activities, net

     5,320       7,479  

Cloud computing arrangements expenditures

     (32,902     (18,815

Other, net

     22,883       14,542  

Changes in operating assets and liabilities:

    

Accounts and notes receivable

     430       (5,158

Inventories

     439       138  

Prepaid expenses and other current assets

     (672     (1,795

Advertising funds restricted assets and liabilities

     (18,210     (20,733

Accounts payable

     (8,826     1,026  

Accrued expenses and other current liabilities

     3,958       5,139  
  

 

 

   

 

 

 

Net cash provided by operating activities

     345,416       355,307  
  

 

 

   

 

 

 

Cash flows from investing activities:

    

Capital expenditures

     (85,021     (94,388

Franchise development fund

     (7,951     (41,246

Dispositions

     2,115       4,946  

Proceeds from sale of investments

     31        

Notes receivable, net

     4,280       1,383  
  

 

 

   

 

 

 

Net cash used in investing activities

     (86,546     (129,305
  

 

 

   

 

 

 

Cash flows from financing activities:

    

Repayments of long-term debt

     (94,702     (29,250

Repayments of finance lease liabilities

     (21,588     (20,404

Repurchases of common stock

     (189,554     (77,375

Dividends

     (209,253     (204,443

Proceeds from stock option exercises

     14,667       32,859  

Payments related to tax withholding for share-based compensation

     (3,873     (4,485
  

 

 

   

 

 

 

Net cash used in financing activities

     (504,303     (303,098
  

 

 

   

 

 

 

Net cash used in operations before effect of exchange rate changes on cash

     (245,433     (77,096

Effect of exchange rate changes on cash

     2,448       (8,112
  

 

 

   

 

 

 

Net decrease in cash, cash equivalents and restricted cash

     (242,985     (85,208

Cash, cash equivalents and restricted cash at beginning of period

     831,801       588,816  
  

 

 

   

 

 

 

Cash, cash equivalents and restricted cash at end of period

   $ 588,816     $ 503,608  
  

 

 

   

 

 

 

 

12


The Wendy’s Company and Subsidiaries

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

Three and Twelve Month Periods Ended December 31, 2023 and December 29, 2024

(In Thousands)

(Unaudited)

 

     Three Months Ended     Twelve Months Ended  
     2023     2024     2023     2024  

Net income

   $ 46,938     $ 47,497     $ 204,440     $ 194,357  

Provision for income taxes

     20,351       22,985       74,978       78,056  
  

 

 

   

 

 

   

 

 

   

 

 

 

Income before income taxes

     67,289       70,482       279,418       272,413  

Other income, net

     (7,024     (5,542     (29,570     (24,924

Investment (income) loss, net

     (31     —        10,358       (11

Gain on early extinguishment of debt, net

     (3,868     —        (2,283     —   

Interest expense, net

     30,263       31,081       124,061       123,881  
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating profit

     86,629       96,021       381,984       371,359  

Plus (less):

        

Advertising funds revenue

     (108,904     (114,930     (428,996     (458,092

Advertising funds expense (a)

     108,069       112,880       424,652       455,390  

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

     34,531       33,228       135,789       143,234  

Amortization of cloud computing arrangements

     5,086       4,064       12,778       14,701  

System optimization gains, net

     (761     (646     (880     (1,219

Reorganization and realignment costs

     1,100       49       9,200       8,528  

Impairment of long-lived assets

     888       6,840       1,401       9,713  
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDA

   $ 126,638     $ 137,506     $ 535,928     $ 543,614  
  

 

 

   

 

 

   

 

 

   

 

 

 

Revenues

   $ 540,651     $ 574,273     $ 2,181,578     $ 2,246,492  

Less:

        

Advertising funds revenue

     (108,904     (114,930     (428,996     (458,092
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted revenues

   $ 431,747     $ 459,343     $ 1,752,582     $ 1,788,400  
  

 

 

   

 

 

   

 

 

   

 

 

 

 

(a)

Excludes advertising funds expense of $599 and $2,401 for the three and twelve months ended December 31, 2023, respectively, and $7,146 and $21,919 for the three and twelve months ended and December 29, 2024, respectively, related to the Company’s funding of incremental advertising. In addition, excludes other international-related advertising deficit of $161 and $950 for the three and twelve months ended December 31, 2023, respectively, and $187 and $827 for the three and twelve months ended December 29, 2024, respectively.

 

13


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 December 31, 2023 and December 29, 2024

(In Thousands Except Per Share Amounts)

(Unaudited)

 

     Three Months Ended     Twelve Months Ended  
     2023     2024     2023     2024  

Net income

   $ 46,938     $ 47,497     $ 204,440     $ 194,357  
  

 

 

   

 

 

   

 

 

   

 

 

 

Plus (less):

        

Advertising funds revenue

     (108,904     (114,930     (428,996     (458,092

Advertising funds expense (a)

     108,069       112,880       424,652       455,390  

System optimization gains, net

     (761     (646     (880     (1,219

Reorganization and realignment costs

     1,100       49       9,200       8,528  

Impairment of long-lived assets

     888       6,840       1,401       9,713  

Gain on early extinguishment of debt, net

     (3,868     —        (2,283     —   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total adjustments

     (3,476     4,193       3,094       14,320  

Income tax impact on adjustments (b)

     849       (1,176     (1,423     (3,429
  

 

 

   

 

 

   

 

 

   

 

 

 

Total adjustments, net of income taxes

     (2,627     3,017       1,671       10,891  
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted income

   $ 44,311     $ 50,514     $ 206,111     $ 205,248  
  

 

 

   

 

 

   

 

 

   

 

 

 

Diluted earnings per share

   $ .23     $ .23     $ .97     $ .95  

Total adjustments per share, net of income taxes

     (.02     .02       —        .05  
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted earnings per share

   $ .21     $ .25     $ .97     $ 1.00  
  

 

 

   

 

 

   

 

 

   

 

 

 

 

(a)

Excludes advertising funds expense of $599 and $2,401 for the three and twelve months ended December 31, 2023, respectively, and $7,146 and $21,919 for the three and twelve months ended December 29, 2024, respectively, related to the Company’s funding of incremental advertising. In addition, excludes other international-related advertising deficit of $161 and $950 for the three and twelve months ended December 31, 2023, respectively, and $187 and $827 for the three and twelve months ended December 29, 2024, 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.

 

14


The Wendy’s Company and Subsidiaries

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

Twelve Month Periods Ended December 31, 2023 and December 29, 2024

(In Thousands)

(Unaudited)

 

     Twelve Months Ended  
     2023     2024  

Net cash provided by operating activities

   $ 345,416     $ 355,307  

Plus (less):

    

Capital expenditures

     (85,021     (94,388

Advertising funds impact (a)

     13,866       18,031  
  

 

 

   

 

 

 

Free cash flow

   $ 274,261     $ 278,950  
  

 

 

   

 

 

 

 

(a)

Advertising funds impact for 2023 and 2024 includes the net change in the restricted operating assets and liabilities of the funds of $(18,210) and $(20,733), respectively, and the advertising funds surplus included in Net Income of $4,344 and $2,702, respectively. Advertising funds impact for 2023 and 2024 excludes the Company’s incremental funding of advertising of $2,401 and $21,919, respectively.

 

15

v3.25.0.1
Document and Entity Information
Feb. 13, 2025
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. 13, 2025
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

Wendys (NASDAQ:WEN)
Historical Stock Chart
From Jan 2025 to Feb 2025 Click Here for more Wendys Charts.
Wendys (NASDAQ:WEN)
Historical Stock Chart
From Feb 2024 to Feb 2025 Click Here for more Wendys Charts.