10-Q 1 twc10qq22017.htm 10-Q Document
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q
(X)
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 2, 2017

OR
( )
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
    
For the transition period from ______________ to _______________

Commission file number: 1-2207
THE WENDY’S COMPANY
(Exact name of registrants as specified in its charter)

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)

(614) 764-3100
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [x] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [x] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [x]                              Accelerated filer [ ]       
Non-accelerated filer [ ] (Do not check if a smaller reporting company)    Smaller reporting company [ ]
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. [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [x]

There were 243,456,241 shares of The Wendy’s Company common stock outstanding as of August 3, 2017.

 



THE WENDY’S COMPANY AND SUBSIDIARIES
INDEX TO FORM 10-Q
 
Page
 
 
 



2


PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

THE WENDY’S COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In Thousands Except Per Share Amounts)
 
July 2,
2017
 
January 1,
2017
ASSETS
(Unaudited)
Current assets:
 
 
 
Cash and cash equivalents
$
204,543

 
$
198,240

Restricted cash
39,144

 
57,612

Accounts and notes receivable, net
106,649

 
98,825

Inventories
2,922

 
2,851

Prepaid expenses and other current assets
27,438

 
19,244

Advertising funds restricted assets
60,227

 
75,760

Total current assets
440,923

 
452,532

Properties
1,254,750

 
1,192,339

Goodwill
742,407

 
741,410

Other intangible assets
1,338,645

 
1,322,531

Investments
56,999

 
56,981

Net investment in direct financing leases
213,069

 
123,604

Other assets
61,870

 
49,917

Total assets
$
4,108,663

 
$
3,939,314

 
 
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
 

 
 

Current liabilities:
 

 
 

Current portion of long-term debt
$
28,988

 
$
24,652

Accounts payable
23,963

 
27,635

Accrued expenses and other current liabilities
116,352

 
102,034

Advertising funds restricted liabilities
60,227

 
75,760

Total current liabilities
229,530

 
230,081

Long-term debt
2,699,760

 
2,487,630

Deferred income taxes
415,479

 
446,513

Other liabilities
276,845

 
247,354

Total liabilities
3,621,614

 
3,411,578

Commitments and contingencies


 


Stockholders’ equity:
 
 
 
Common stock, $0.10 par value; 1,500,000 shares authorized; 470,424 shares issued; 244,313 and 246,574 shares outstanding, respectively
47,042

 
47,042

Additional paid-in capital
2,882,494

 
2,878,589

Accumulated deficit
(302,939
)
 
(290,857
)
Common stock held in treasury, at cost; 226,111 and 223,850 shares, respectively
(2,085,301
)
 
(2,043,797
)
Accumulated other comprehensive loss
(54,247
)
 
(63,241
)
Total stockholders’ equity
487,049

 
527,736

Total liabilities and stockholders’ equity
$
4,108,663

 
$
3,939,314


See accompanying notes to condensed consolidated financial statements.


3

THE WENDY’S COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands Except Per Share Amounts)


 
Three Months Ended
 
Six Months Ended
 
July 2,
2017
 
July 3,
2016
 
July 2,
2017
 
July 3,
2016
 
(Unaudited)
Revenues:
 
 
 
 
 
 
 
Sales
$
160,859

 
$
259,235

 
$
309,071

 
$
518,567

Franchise royalty revenue and fees
112,548

 
88,952

 
207,238

 
177,847

Franchise rental income
46,935

 
34,531

 
89,852

 
65,091

 
320,342

 
382,718

 
606,161

 
761,505

Costs and expenses:
 
 
 
 
 
 
 
Cost of sales
129,360

 
202,554

 
252,767

 
417,290

Franchise rental expense
21,897

 
17,493

 
40,765

 
32,150

General and administrative
51,280

 
61,124

 
103,730

 
125,770

Depreciation and amortization
31,309

 
30,749

 
60,474

 
63,094

System optimization losses (gains), net
41,050

 
(1,924
)
 
39,643

 
(10,350
)
Reorganization and realignment costs
17,699

 
2,487

 
17,880

 
5,737

Impairment of long-lived assets
253

 
5,525

 
763

 
12,630

Other operating expense (income), net
1,700

 
(938
)
 
3,625

 
(14,293
)
 
294,548

 
317,070

 
519,647

 
632,028

Operating profit
25,794

 
65,648

 
86,514

 
129,477

Interest expense
(28,935
)
 
(28,643
)
 
(57,910
)
 
(56,752
)
Other income, net
2,844

 
276

 
3,233

 
538

(Loss) income before income taxes
(297
)
 
37,281

 
31,837

 
73,263

Provision for income taxes
(1,548
)
 
(10,801
)
 
(11,341
)
 
(21,420
)
Net (loss) income
$
(1,845
)
 
$
26,480

 
$
20,496

 
$
51,843

 
 
 
 
 
 
 
 
Basic and diluted net (loss) income per share
$
(.01
)
 
$
.10

 
$
.08

 
$
.19

 
 
 
 
 
 
 
 
Dividends per share
$
.07

 
$
.06

 
$
.14

 
$
.12


See accompanying notes to condensed consolidated financial statements.

4

THE WENDY’S COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In Thousands)


 
Three Months Ended
 
Six Months Ended
 
July 2,
2017
 
July 3,
2016
 
July 2,
2017
 
July 3,
2016
 
(Unaudited)
 
 
 
 
 
 
 
 
Net (loss) income
$
(1,845
)
 
$
26,480

 
$
20,496

 
$
51,843

Other comprehensive income, net:
 
 
 
 
 
 
 
Foreign currency translation adjustment
6,065

 
1,580

 
8,010

 
14,256

Change in unrecognized pension loss, net of income tax (provision) benefit of $(60) for the six months ended July 2, 2017 and $34 for the three and six months ended July 3, 2016

 
(56
)
 
96

 
(56
)
Effect of cash flow hedges, net of income tax provision of $281 and $559 for both the three and six months ended July 2, 2017 and July 3, 2016, respectively
443

 
443

 
888

 
888

 Other comprehensive income, net
6,508

 
1,967

 
8,994

 
15,088

 Comprehensive income
$
4,663

 
$
28,447

 
$
29,490

 
$
66,931


See accompanying notes to condensed consolidated financial statements.

5

THE WENDY’S COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)

 
Six Months Ended
 
July 2,
2017
 
July 3,
2016
 
(Unaudited)
Cash flows from operating activities:
 
 
 
Net income
$
20,496

 
$
51,843

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
60,474

 
64,694

Share-based compensation
11,372

 
9,925

Impairment of long-lived assets
763

 
12,630

Deferred income tax
(2,496
)
 
(10,353
)
Non-cash rental income, net
(5,286
)
 
(2,561
)
Net receipt of deferred vendor incentives
7,077

 
8,230

System optimization losses (gains), net
39,643

 
(10,350
)
Gain on sale of investments, net
(2,553
)
 

Distributions received from TimWen joint venture
5,524

 
5,786

Equity in earnings in joint ventures, net
(3,786
)
 
(4,275
)
Accretion of long-term debt
617

 
608

Amortization of deferred financing costs
3,974

 
3,769

Reclassification of unrealized losses on cash flow hedges
1,447

 
1,447

Other, net
3,552

 
1,731

Changes in operating assets and liabilities:
 
 
 
Restricted cash
44

 
135

Accounts and notes receivable, net
(9,557
)
 
(26,956
)
Inventories
(71
)
 
148

Prepaid expenses and other current assets
(2,116
)
 
(4,638
)
Accounts payable
(4,484
)
 
(1,884
)
Accrued expenses and other current liabilities
(4,051
)
 
5,867

Net cash provided by operating activities
120,583

 
105,796

Cash flows from investing activities:
 

 
 

Capital expenditures
(32,117
)
 
(68,495
)
Acquisitions
(86,788
)
 
(2,209
)
Dispositions
77,980

 
45,078

Proceeds from sale of investments
3,282

 

Payments for investments
(375
)
 
(113
)
Notes receivable, net
(2,225
)
 
(3,439
)
Changes in restricted cash
18,711

 
7,040

Other, net

 
(17
)
Net cash used in investing activities
(21,532
)
 
(22,155
)
Cash flows from financing activities:
 

 
 

Repayments of long-term debt
(13,646
)
 
(12,651
)
Deferred financing costs
(740
)
 
(867
)
Repurchases of common stock
(50,527
)
 
(108,057
)
Dividends
(34,447
)
 
(32,152
)
Proceeds from stock option exercises
6,385

 
6,696

Payments related to tax withholding for share-based compensation
(2,956
)
 
(3,064
)
Net cash used in financing activities
(95,931
)
 
(150,095
)
Net cash provided by (used in) operations before effect of exchange rate changes on cash
3,120

 
(66,454
)
Effect of exchange rate changes on cash
3,183

 
5,418

Net increase (decrease) in cash and cash equivalents
6,303

 
(61,036
)
Cash and cash equivalents at beginning of period
198,240

 
327,216

Cash and cash equivalents at end of period
$
204,543

 
$
266,180


6

THE WENDY’S COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS—CONTINUED
(In Thousands)

 
Six Months Ended
 
July 2,
2017
 
July 3,
2016
 
(Unaudited)
Supplemental cash flow information:
 
 
 
Cash paid for:
 

 
 

Interest
$
62,090

 
$
57,501

Income taxes, net of refunds
12,886

 
39,745

 
 
 
 
Supplemental non-cash investing and financing activities:
 
 
 
Capital expenditures included in accounts payable
$
8,965

 
$
17,228

Capitalized lease obligations
238,201

 
91,579


See accompanying notes to condensed consolidated financial statements.



7

THE WENDY’S COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands Except Per Share Amounts)




(1) Basis of Presentation

The accompanying unaudited condensed consolidated financial statements (the “Financial Statements”) of The Wendy’s Company (“The Wendy’s Company” and, together with its subsidiaries, the “Company,” “we,” “us” or “our”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and, therefore, do not include all information and footnotes required by GAAP for complete financial statements. In our opinion, the Financial Statements contain all adjustments of a normal recurring nature necessary to present fairly our financial position as of July 2, 2017 and the results of our operations for the three and six months ended July 2, 2017 and July 3, 2016 and cash flows for the six months ended July 2, 2017 and July 3, 2016. The results of operations for the three and six months ended July 2, 2017 are not necessarily indicative of the results to be expected for the full 2017 fiscal year. These Financial Statements should be read in conjunction with the audited consolidated financial statements for The Wendy’s Company and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended January 1, 2017 (the “Form 10-K”).

The principal subsidiary of the Company is Wendy’s International, LLC and its subsidiaries (“Wendy’s”). The Company manages and internally reports its business geographically. The operation and franchising of Wendy’s® restaurants in North America (defined as the United States of America (“U.S.”) and Canada) comprises virtually all of our current operations and represents a single reportable segment. The revenues and operating results of Wendy’s restaurants outside of North America are not material.

We report on a fiscal year consisting of 52 or 53 weeks ending on the Sunday closest to or on December 31. All three- and six-month periods presented herein contain 13 weeks and 26 weeks, respectively. All references to years and quarters relate to fiscal periods rather than calendar periods.

Certain reclassifications have been made to the prior year presentation to conform to the current year presentation.

(2) System Optimization Losses (Gains), Net

In July 2013, the Company announced a system optimization initiative, as part of its brand transformation, which includes a shift from Company-operated restaurants to franchised restaurants over time, through acquisitions and dispositions, as well as facilitating franchisee-to-franchisee restaurant transfers. In February 2015, the Company announced plans to reduce its ongoing Company-operated restaurant ownership to approximately 5% of the total system, which the Company completed as of January 1, 2017. Wendy’s will continue to optimize its system by facilitating franchisee-to-franchisee restaurant transfers, as well as evaluating strategic acquisitions of franchised restaurants and strategic dispositions of Company-operated restaurants to existing and new franchisees, to further strengthen the franchisee base, drive new restaurant development and accelerate Image Activation adoption.

During the six months ended July 2, 2017, the Company recorded post-closing adjustments on sales of restaurants and completed the sale of other assets, resulting in net gains totaling $3,506. In addition, the Company facilitated the transfer of 270 restaurants between franchisees during the six months ended July 2, 2017 (excluding the DavCo and NPC transactions discussed below).

DavCo and NPC Transactions

As part of our system optimization initiative, the Company acquired 140 Wendy’s restaurants on May 31, 2017 from DavCo Restaurants, LLC (“DavCo”) for total net cash consideration of $86,788, which were immediately sold to NPC International, Inc. (“NPC”), an existing franchisee of the Company, for cash proceeds of $70,688 (the “DavCo and NPC transactions”). As part of the transaction, NPC has agreed to remodel 90 acquired restaurants in the Image Activation format by the end of 2021 and build 15 new Wendy’s restaurants by the end of 2022. Prior to closing the DavCo transaction, seven DavCo restaurants were closed. The acquisition of Wendy’s restaurants from DavCo was not contingent on executing the sale agreement with NPC; as such, the Company accounted for the transactions as an acquisition and subsequent disposition of a business. The total consideration paid to DavCo was allocated to net tangible and identifiable intangible assets acquired based on their estimated fair values. As part of the transactions, the Company retained leases for purposes of subleasing such properties to NPC.


8

THE WENDY’S COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands Except Per Share Amounts)



The following is a summary of the activity recorded as a result of the DavCo and NPC transactions:
 
Three Months Ended
 
July 2,
2017
Acquisition (a)
 
Total consideration paid
$
86,788

Identifiable assets and liabilities assumed:


Net assets held for sale
70,688

Capital lease assets
49,360

Deferred taxes
27,493

Capital lease obligations
(97,046
)
Net unfavorable leases (b)
(22,211
)
Other liabilities (c)
(6,999
)
Total identifiable net assets
21,285

Goodwill (d)
$
65,503

 
 
Disposition
 
Proceeds
$
70,688

Net assets sold
(70,688
)
Goodwill (d)
(65,503
)
Net favorable leases (e)
24,034

Other (f)
(1,680
)
Loss on DavCo and NPC transactions
$
(43,149
)
_______________

(a)
The fair values of the identifiable intangible assets and taxes related to the acquisition are provisional amounts as of July 2, 2017, pending final valuations and purchase accounting adjustments. The Company utilized management estimates and consultation with an independent third-party valuation firm to assist in the valuation process.

(b)
Includes favorable lease assets of $1,228 and unfavorable lease liabilities of $23,439.

(c)
Includes a supplemental purchase price estimated at $6,344 to be paid to DavCo for the resolution of certain lease-related matters, which is included in “Accrued expenses and other current liabilities.”

(d)
Includes tax deductible goodwill of $21,871.

(e)
The Company recorded favorable lease assets of $30,068 and unfavorable lease liabilities of $6,034 as a result of subleasing land, buildings and leasehold improvements to NPC.

(f)
Includes cash payments for selling and other costs associated with the transaction.

Gains and losses recognized on dispositions are recorded to “System optimization losses (gains), net” in our condensed consolidated statements of operations. Costs related to our system optimization initiative were historically recorded to “Reorganization and realignment costs.” Costs incurred during 2017 in connection with the DavCo and NPC transactions continue to be recorded to “Reorganization and realignment costs.” All other costs incurred during 2017 related to facilitating franchisee-to-franchisee restaurant transfers are recorded to “Other operating expense (income), net.” See Note 4 for further information.


9

THE WENDY’S COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands Except Per Share Amounts)



The following is a summary of the disposition activity recorded as a result of our system optimization initiative:
 
Three Months Ended
 
Six Months Ended
 
July 2, 2017
 
July 3,
2016
 
July 2,
2017
 
July 3,
2016
Number of restaurants sold to franchisees

 

 

 
55

 
 
 
 
 
 
 
 
Proceeds from sales of restaurants
$

 
$

 
$

 
$
39,615

Net assets sold (a)

 

 

 
(17,055
)
Goodwill related to sales of restaurants

 

 

 
(6,376
)
Net unfavorable leases (b)

 

 

 
(4,906
)
Other

 

 

 
(795
)
 

 

 

 
10,483

Post-closing adjustments on sales of restaurants (c)
27

 
545

 
927

 
(1,590
)
Gain on sales of restaurants, net
27

 
545

 
927

 
8,893

 
 
 
 
 
 
 
 
Gain on sales of other assets, net (d)
2,072

 
1,379

 
2,579

 
1,457

Loss on DavCo and NPC transactions
(43,149
)
 

 
(43,149
)
 

System optimization (losses) gains, net
$
(41,050
)
 
$
1,924

 
$
(39,643
)
 
$
10,350

_______________

(a)
Net assets sold consisted primarily of equipment.

(b)
During the six months ended July 3, 2016, the Company recorded favorable lease assets of $183 and unfavorable lease liabilities of $5,089 as a result of leasing and/or subleasing land, buildings and/or leasehold improvements to franchisees in connection with sales of restaurants.

(c)
The three and six months ended July 2, 2017 includes cash proceeds of $300 related to post-closing reconciliations with franchisees. The six months ended July 2, 2017 also includes the recognition of a deferred gain of $312 as a result of the resolution of certain contingencies related to the extension of lease terms for a Canadian restaurant.

(d)
During the three and six months ended July 2, 2017, the Company received cash proceeds of $5,342 and $6,992, respectively, primarily from the sale of surplus properties. The six months ended July 2, 2017 also includes the recognition of a deferred gain of $375 related to the sale of a share in an aircraft. During the three and six months ended July 3, 2016, the Company received cash proceeds of $3,893 and $5,463, respectively, primarily from the sale of surplus properties.

As of July 2, 2017 and January 1, 2017, the Company had assets held for sale of $3,174 and $4,800, respectively, primarily consisting of surplus properties. Assets held for sale are included in “Prepaid expenses and other current assets.”


10

THE WENDY’S COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands Except Per Share Amounts)



(3) Acquisitions

The table below presents the allocation of the total purchase price to the fair value of assets acquired and liabilities assumed for acquisitions of franchised restaurants:
 
Six Months Ended
 
July 2,
2017
 
July 3,
2016
Restaurants acquired from franchisees

 
2

 
 
 
 
Total consideration paid, net of cash received
$

 
$
2,209

Identifiable assets acquired and liabilities assumed:
 
 
 
Properties

 
2,218

Deferred taxes and other assets

 
9

Other liabilities

 
(18
)
Total identifiable net assets

 
2,209
Goodwill
$

 
$

On May 31, 2017, the Company also entered into the DavCo and NPC transactions. See Note 2 for further information.

(4) Reorganization and Realignment Costs

The following is a summary of the initiatives included in “Reorganization and realignment costs:”
 
Three Months Ended
 
Six Months Ended
 
July 2,
2017
 
July 3,
2016
 
July 2,
2017
 
July 3,
2016
System optimization initiative
$
454

 
$
2,081

 
$
635

 
$
4,804

G&A realignment - November 2014 plan

 
406

 

 
933

G&A realignment - May 2017 plan
17,245

 

 
17,245

 

Reorganization and realignment costs
$
17,699

 
$
2,487

 
$
17,880

 
$
5,737


System Optimization Initiative

The Company has recognized costs related to its system optimization initiative, which includes a shift from Company-operated restaurants to franchised restaurants over time, through acquisitions and dispositions, as well as facilitating franchisee-to-franchisee restaurant transfers. The Company does not expect to incur additional costs during the remainder of 2017 in connection with the DavCo and NPC transactions. All other costs incurred during 2017 related to facilitating franchisee-to-franchisee restaurant transfers are recorded to “Other operating expense (income), net.”


11

THE WENDY’S COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands Except Per Share Amounts)



The following is a summary of the costs recorded as a result of our system optimization initiative:
 
Three Months Ended
 
Six Months Ended
 
Total
Incurred Since Inception
 
July 2,
2017
 
July 3,
2016
 
July 2,
2017
 
July 3,
2016
 
Severance and related employee costs
$

 
$
18

 
$
3

 
$
18

 
$
18,237

Professional fees
432

 
1,445

 
562

 
3,146

 
17,172

Other (a)
22

 
(37
)
 
70

 
40

 
5,813

 
454

 
1,426

 
635

 
3,204

 
41,222

Accelerated depreciation and amortization (b)

 
655

 

 
1,600

 
25,398

Share-based compensation (c)

 

 

 

 
5,013

Total system optimization initiative
$
454

 
$
2,081

 
$
635

 
$
4,804

 
$
71,633

_______________

(a)
The three and six months ended July 3, 2016 include a reversal of an accrual of $50 as a result of a change in estimate.

(b)
Primarily includes accelerated amortization of previously acquired franchise rights related to Company-operated 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.

The tables below present a rollforward of our accrual for our system optimization initiative, which is included in “Accrued expenses and other current liabilities.”
 
Balance
January 1,
2017
 
Charges
 
Payments
 
Balance
July 2, 2017
Severance and related employee costs
$

 
$
3

 
$
(3
)
 
$

Professional fees
101

 
562

 
(655
)
 
8

Other

 
70

 
(70
)
 

 
$
101

 
$
635

 
$
(728
)
 
$
8


 
Balance
January 3, 2016
 
Charges
 
Payments
 
Balance July 3,
2016
Severance and related employee costs
$
77

 
$
18

 
$
(35
)
 
$
60

Professional fees
708

 
3,146

 
(3,497
)
 
357

Other
90

 
40

 
(130
)
 

 
$
875

 
$
3,204

 
$
(3,662
)
 
$
417


General and Administrative (G&A”) Realignment

November 2014 Plan

In November 2014, the Company initiated a plan to reduce its G&A expenses.  The plan included a realignment and reinvestment of resources to focus primarily on accelerated restaurant development and consumer-facing restaurant technology to drive long-term growth.  The Company achieved the majority of the expense reductions through the realignment of its U.S. field operations and savings at its Restaurant Support Center in Dublin, Ohio, which was substantially completed by the end of the second quarter of 2015.  The Company recognized costs totaling $406 and $933 during the three and six months ended July 3, 2016, respectively, and $23,960 in aggregate since inception.  The Company did not incur any expenses during the three and six months ended July 2, 2017 and does not expect to incur additional costs related to the plan.

12

THE WENDY’S COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands Except Per Share Amounts)




May 2017 Plan

In May 2017, the Company initiated a new plan to further reduce its G&A expenses. The Company expects to incur total costs aggregating approximately $28,000 to $33,000 related to the plan. The Company recognized costs totaling $17,245 during the three months ended July 2, 2017, which primarily included severance and related employee costs and share-based compensation. The Company expects to incur additional costs aggregating approximately $11,000 to $16,000, comprised of (1) severance and related employee costs of approximately $4,000, (2) recruitment and relocation costs of approximately $4,000, (3) third-party and other costs of approximately $2,000 and (4) share-based compensation of approximately $4,000. The Company expects costs to be recognized during the remainder of 2017 and continue into 2019, with approximately two-thirds to be recognized during 2017.

The following is a summary of the activity recorded as a result of the May 2017 plan:
 
Three Months Ended
 
July 2,
2017
Severance and related employee costs
$
13,226

Recruitment and relocation costs

Third-party and other costs
325

 
13,551

Share-based compensation (a)
3,694

Total G&A realignment - May 2017 plan
$
17,245

_______________

(a)
Primarily represents incremental share-based compensation resulting from the modification of stock options in connection with the termination of employees under our May 2017 plan.

As of July 2, 2017, the accruals for our May 2017 plan are included in “Accrued expenses and other current liabilities” and “Other liabilities” and totaled $7,376 and $5,422, respectively. The table below presents a rollforward of our accruals for the May 2017 plan.
 
Balance
January 1,
2017
 
Charges
 
Payments
 
Balance
July 2, 2017
Severance and related employee costs
$

 
$
13,226

 
$
(507
)
 
$
12,719

Recruitment and relocation costs

 

 

 

Third-party and other costs

 
325

 
(246
)
 
79

 
$

 
$
13,551

 
$
(753
)
 
$
12,798


(5) Investments

Equity Investments

Wendy’s has a 50% share in a partnership in a Canadian restaurant real estate joint venture (“TimWen”) with a subsidiary of Restaurant Brands International Inc., a quick-service restaurant company that owns the Tim Hortons® brand. (Tim Hortonsis a registered trademark of Tim Hortons USA Inc.) In addition, a wholly-owned subsidiary of Wendy’s has a 20% share in a joint venture for the operation of Wendy’s restaurants in Brazil (the “Brazil JV”). The Company has significant influence over these investees. Such investments are accounted for using the equity method of accounting, under which our results of operations include our share of the income (loss) of the investees in “Other operating expense (income), net.”


13

THE WENDY’S COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands Except Per Share Amounts)



Presented below is activity related to our investment in TimWen and the Brazil JV included in our condensed consolidated financial statements:
 
Six Months Ended
 
July 2,
2017
 
July 3,
2016
Balance at beginning of period
$
54,545

 
$
55,541

 
 
 
 
Investment
375

 
113

 
 
 
 
Equity in earnings for the period
4,915

 
5,410

Amortization of purchase price adjustments (a)
(1,129
)
 
(1,135
)
 
3,786

 
4,275

Distributions received
(5,524
)
 
(5,786
)
Foreign currency translation adjustment included in “Other comprehensive income, net”
2,110

 
3,952

Balance at end of period
$
55,292

 
$
58,095

_______________

(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.

(6) Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Valuation techniques under the accounting guidance related to fair value measurements are based on observable and unobservable inputs. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect our market assumptions. These inputs are classified into the following hierarchy:

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.


14

THE WENDY’S COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands Except Per Share Amounts)



Financial Instruments

The following table presents the carrying amounts and estimated fair values of the Company’s financial instruments:
 
July 2,
2017
 
January 1,
2017
 
 
 
Carrying
Amount
 
Fair
Value
 
Carrying
Amount
 
Fair
Value
 
Fair Value
Measurements
Financial assets
 
 
 
 
 
 
 
 
 
Cash equivalents
$
6,345

 
$
6,345

 
$
5,335

 
$
5,335

 
Level 1
Non-current cost method investments (a)
1,707

 
348,322

 
2,436

 
326,283

 
Level 3
 
 
 
 
 
 
 
 
 
 
Financial liabilities
 
 
 
 
 
 
 
 
 
Series 2015-1 Class A-2-I Notes (b)
859,688

 
862,181

 
864,063

 
857,349

 
Level 2
Series 2015-1 Class A-2-II Notes (b)
884,250

 
895,215

 
888,750

 
880,005

 
Level 2
Series 2015-1 Class A-2-III Notes (b)
491,250

 
496,457

 
493,750

 
474,543

 
Level 2
7% debentures, due in 2025 (b)
88,893

 
105,250

 
88,277

 
99,750

 
Level 2
Guarantees of franchisee loan obligations (c)
229

 
229

 
280

 
280

 
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.

The carrying amounts of cash, accounts payable and accrued expenses approximated fair value due to the short-term nature of those items. The carrying amounts of accounts and notes receivable, net (both current and non-current) approximated fair value due to the effect of the related allowance for doubtful accounts. Our cash and cash equivalents and guarantees are the only financial assets and liabilities measured and recorded at fair value on a recurring basis.

Derivative Instruments

The Company’s primary objective for entering into interest rate swap agreements was to manage its exposure to changes in interest rates, as well as to maintain an appropriate mix of fixed and variable rate debt.

Our derivative instruments for 2015 included seven forward-starting interest rate swaps designated as cash flow hedges to change the floating rate interest payments for $350,000 and $100,000 in borrowings associated with the Term A and Term B Loans, respectively, under the Company’s prior credit agreement, to fixed rate interest payments beginning June 30, 2015 and maturing on December 31, 2017. In May 2015, the Company terminated these interest rate swaps and paid $7,275, which was recorded against the derivative liability. The unrealized loss on the cash flow hedges at termination of $7,275 is being reclassified on a straight-line basis from “Accumulated other comprehensive loss” to “Interest expense” beginning June 30, 2015 (the original effective date of the interest rate swaps) through December 31, 2017 (the original maturity date of the interest rate swaps).

15

THE WENDY’S COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands Except Per Share Amounts)



Reclassifications of unrealized losses on cash flow hedges from “Accumulated other comprehensive loss” to “Interest expense” were $724 and $1,447 for both the three and six months ended July 2, 2017 and July 3, 2016, respectively.

Non-Recurring Fair Value Measurements

Assets and liabilities remeasured to fair value on a non-recurring basis resulted in impairment that we have recorded to “Impairment of long-lived assets” in our condensed consolidated statements of operations.

Total impairment losses may reflect the impact of remeasuring long-lived assets held and used (including land, buildings, leasehold improvements and favorable lease assets) to fair value as a result of (1) the Company’s decision to lease and/or sublease the land and/or buildings to franchisees in connection with the sale or anticipated sale of restaurants and (2) declines in operating performance at Company-operated restaurants. The fair value of long-lived assets held and used presented in the tables below represents the remaining carrying value and was estimated based on either discounted cash flows of future anticipated lease and sublease income or current market values.

Total impairment losses may also include the impact of remeasuring long-lived assets held for sale, which primarily include surplus properties. The fair value of long-lived assets held for sale presented in the tables below represents the remaining carrying value and was estimated based on current market values. See Note 7 for further information on impairment of our long-lived assets.

 
 
 
Fair Value Measurements
 
July 2,
2017
 
Level 1
 
Level 2
 
Level 3
Held and used
$

 
$

 
$

 
$

Held for sale
1,083

 

 

 
1,083

Total
$
1,083

 
$

 
$

 
$
1,083


 
 
 
Fair Value Measurements
 
January 1,
2017
 
Level 1
 
Level 2
 
Level 3
Held and used
$
5,462

 
$

 
$

 
$
5,462

Held for sale
1,552

 

 

 
1,552

Total
$
7,014

 
$

 
$

 
$
7,014


Total impairment losses for the three and six months ended July 2, 2017 included remeasuring long-lived assets held and used of $201 and $218, respectively, and remeasuring long-lived assets held for sale of $52 and $545, respectively. Total impairment losses for the three and six months ended July 3, 2016 included remeasuring long-lived assets held and used of $5,525 and $12,526, respectively. Total impairment losses for the six months ended July 3, 2016 also included remeasuring long-lived assets held for sale of $104.

In addition, the Company measured assets acquired and liabilities assumed at fair value as part of the DavCo and NPC transactions during the three months ended July 2, 2017. See Note 2 for further information.

(7) Impairment of Long-Lived Assets

During the three and six months ended July 2, 2017, the Company recorded impairment charges on long-lived assets as a result of (1) closing Company-operated restaurants and classifying such surplus properties as held for sale and (2) the deterioration in operating performance of certain Company-operated restaurants and charges for capital improvements in previously impaired restaurants that did not subsequently recover. 


16

THE WENDY’S COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands Except Per Share Amounts)



During the three and six months ended July 3, 2016, the Company recorded impairment charges on long-lived assets as a result of (1) the Company’s decision to lease and/or sublease properties to franchisees in connection with the sale or anticipated sale of Company-operated restaurants and (2) the deterioration in operating performance of certain Company-operated restaurants and charges for capital improvements in previously impaired restaurants that did not subsequently recover.  During the six months ended July 3, 2016, the Company also recorded impairment charges on long-lived assets as a result of closing Company-operated restaurants and classifying such surplus properties as held for sale.

The Company may recognize additional impairment charges resulting from leasing or subleasing additional properties to franchisees in connection with sales of Company-operated restaurants to franchisees.

The following is a summary of impairment losses recorded, which represent the excess of the carrying amount over the fair value of the affected assets and are included in “Impairment of long-lived assets.”
 
Three Months Ended
 
Six Months Ended
 
July 2,
2017
 
July 3,
2016
 
July 2,
2017
 
July 3,
2016
Restaurants leased or subleased to franchisees
$

 
$
5,490

 
$

 
$
12,491

Surplus properties
52

 

 
545

 
104

Company-operated restaurants
201

 
35

 
218

 
35

 
$
253

 
$
5,525

 
$
763

 
$
12,630


(8) Income Taxes

For the three months ended July 2, 2017, the Company had a loss before income taxes of $297 and a provision for income taxes of $1,548; as such, our effective tax rate for the three months ended July 2, 2017 is not meaningful. The Company’s effective tax rate for the three months ended July 3, 2016 was 29.0%. The Company’s effective tax rate varies from the U.S. federal statutory rate of 35% due to the effect of (1) the system optimization initiative provision of $2,166 and benefit of $5,239 in the second quarter of 2017 and 2016, respectively, reflecting goodwill adjustments, changes to valuation allowances on state net operating loss carryforwards and state deferred taxes (including corrections to prior years identified and recorded in the second quarter of 2017 and 2016, which resulted in a benefit of $2,248 and $4,235, respectively), (2) the adoption of an amendment issued by the Financial Accounting Standards Board (“FASB”), which requires that excess tax benefits and tax deficiencies related to share-based payments be recognized in net income, (3) state income taxes net of federal benefits, including non-recurring changes to state deferred taxes and (4) the rate differential between foreign and domestic taxes.

The Company’s effective tax rate for the six months ended July 2, 2017 and July 3, 2016 was 35.6% and 29.2%, respectively. The Company’s effective tax rate varies from the U.S. federal statutory rate of 35% due to the effect of (1) the adoption of an amendment issued by the FASB, which requires that excess tax benefits and tax deficiencies related to share-based payments be recognized in net income, which resulted in a benefit of $3,306 during the six months ended July 2, 2017, (2) the system optimization initiative, reflecting goodwill adjustments, changes to valuation allowances on state net operating loss carryforwards and state deferred taxes (including corrections to prior years identified and recorded in the first six months of 2017 and 2016, which resulted in a benefit of $2,248 and $7,113, respectively), (3) state income taxes net of federal benefits, including non-recurring changes to state deferred taxes and (4) the rate differential between foreign and domestic taxes.

In the second quarter of 2017, the Company increased its unrecognized tax benefits by $8,151 for certain amended state returns. During the next twelve months, we believe that it is reasonably possible the Company will reduce its unrecognized tax benefits by up to $7,002, primarily due to expected settlements with taxing authorities.

The current portion of refundable income taxes was $18,526 and $18,111 as of July 2, 2017 and January 1, 2017, respectively, and is included in “Accounts and notes receivable, net” in the condensed consolidated balance sheets.  Long-term refundable income taxes are included in “Other assets” and amounted to $956 and $239 as of July 2, 2017 and January 1, 2017, respectively.


17

THE WENDY’S COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands Except Per Share Amounts)



(9) Net (Loss) Income Per Share

Basic net (loss) income per share was computed by dividing net (loss) income amounts by the weighted average number of common shares outstanding.

The weighted average number of shares used to calculate basic and diluted net (loss) income per share were as follows:
 
Three Months Ended
 
Six Months Ended
 
July 2,
2017
 
July 3,
2016
 
July 2,
2017
 
July 3,
2016
Common stock:
 
 
 
 
 
 
 
Weighted average basic shares outstanding
245,261

 
265,915

 
245,933

 
268,065

Dilutive effect of stock options and restricted shares

 
4,350

 
7,963

 
4,442

Weighted average diluted shares outstanding
245,261

 
270,265

 
253,896

 
272,507


Diluted net (loss) income per share for the three and six months ended July 2, 2017 and July 3, 2016 was computed by dividing net (loss) income by the weighted average number of basic shares outstanding plus the potential common share effect of dilutive stock options and restricted shares. Diluted net loss per share for the three months ended July 2, 2017 was the same as basic net loss per share since the Company reported a net loss and, therefore, the effect of all potentially dilutive securities would have been anti-dilutive. For the six months ended July 2, 2017, we excluded 119 of potential common shares from our diluted net income per share calculation as they would have had anti-dilutive effects. For the three and six months ended July 3, 2016, we excluded 259 and 1,992, respectively, of potential common shares from our diluted net income per share calculation as they would have had anti-dilutive effects.

(10) Stockholders’ Equity

Stockholders’ Equity

The following is a summary of the changes in stockholders’ equity:
 
Six Months Ended
 
July 2,
2017
 
July 3,
2016
Balance at beginning of period
$
527,736

 
$
752,914

Comprehensive income
29,490

 
66,931

Cash dividends
(34,447
)
 
(32,152
)
Repurchases of common stock
(52,501
)
 
(109,348
)
Share-based compensation
11,372

 
9,925

Exercises of stock options
6,161

 
6,238

Vesting of restricted shares
(2,732
)
 
(2,841
)
Cumulative effect of change in accounting principle (a)
1,880

 

Tax benefit from share-based compensation

 
1,402

Other
90

 
95

Balance at end of period
$
487,049

 
$
693,164

_______________


18

THE WENDY’S COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands Except Per Share Amounts)



(a)
During the six months ended July 2, 2017, the Company recognized a tax benefit as a reduction to the Company’s deferred tax liability with an equal offsetting increase to “Accumulated deficit.” The adjustment was recognized as a result of adoption of an amendment to the accounting for employee share-based payment transactions. See Note 15 for further information.

Repurchases of Common Stock

In February 2017, our Board of Directors authorized a repurchase program for up to $150,000 of our common stock through March 4, 2018, when and if market conditions warrant and to the extent legally permissible. During the six months ended July 2, 2017, the Company repurchased 3,611 shares with an aggregate purchase price of $52,448, of which $1,974 was accrued at July 2, 2017 and excluding commissions of $53. As of July 2, 2017, the Company had $97,552 of availability remaining under its February 2017 authorization. Subsequent to July 2, 2017 through August 3, 2017, the Company repurchased 917 shares with an aggregate purchase price of $14,337, excluding commissions of $13.

On June 1, 2015, our Board of Directors authorized a repurchase program for up to $1,400,000 of our common stock through January 1, 2017, when and if market conditions warranted and to the extent legally permissible. During the six months ended July 3, 2016, the Company repurchased 10,767 shares with an aggregate purchase price of $109,187, of which $2,991 was accrued at July 3, 2016 and excluding commissions of $161.

Accumulated Other Comprehensive Loss

The following table provides a rollforward of the components of accumulated other comprehensive loss, net of tax as applicable:
 
Foreign Currency Translation
 
Cash Flow Hedges (a)
 
Pension
 
Total
Balance at January 1, 2017
$
(60,299
)
 
$
(1,797
)
 
$
(1,145
)
 
$
(63,241
)
Current-period other comprehensive income
8,010

 
888

 
96

 
8,994

Balance at July 2, 2017
$
(52,289
)
 
$
(909
)
 
$
(1,049
)
 
$
(54,247
)
 
 
 
 
 
 
 
 
Balance at January 3, 2016
$
(66,163
)
 
$
(3,571
)
 
$
(1,089
)
 
$
(70,823
)
Current-period other comprehensive income (loss)
14,256

 
888

 
(56
)
 
15,088

Balance at July 3, 2016
$
(51,907
)
 
$
(2,683
)
 
$
(1,145
)
 
$
(55,735
)
_______________

(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 $443 and $888 for both the three and six months ended July 2, 2017 and July 3, 2016, respectively. The reclassification of unrealized losses on cash flow hedges consists of $724 and $1,447 for both the three and six months ended July 2, 2017 and July 3, 2016, respectively, recorded to “Interest expense,” net of the related income tax benefit of $281 and $559 for both the three and six months ended July 2, 2017 and July 3, 2016, respectively, recorded to “Provision for income taxes.” See Note 6 for further information.

(11) Leases

At July 2, 2017, Wendy’s and its franchisees operated 6,564 Wendy’s restaurants. Of the 331 Company-operated Wendy’s restaurants, Wendy’s owned the land and building for 147 restaurants, owned the building and held long-term land leases for 133 restaurants and held leases covering land and building for 51 restaurants. Wendy’s also owned 521 and leased 1,273 properties that were either leased or subleased principally to franchisees.


19

THE WENDY’S COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands Except Per Share Amounts)



Rental expense for operating leases consists of the following components:
 
Three Months Ended
 
Six Months Ended
 
July 2,
2017
 
July 3,
2016
 
July 2,
2017
 
July 3,
2016
Rental expense:
 
 
 
 
 
 
 
Minimum rentals
$
22,786

 
$
20,513

 
$
42,704

 
$
40,003

Contingent rentals
4,722

 
4,749

 
9,010

 
8,531

Total rental expense (a)
$
27,508

 
$
25,262

 
$
51,714

 
$
48,534

_______________

(a)
Amounts exclude sublease income of $30,849 and $57,412 recognized during the three and six months ended July 2, 2017, respectively, and $23,541 and $43,273 recognized during the three and six months ended July 3, 2016, respectively.

Rental income for operating leases and subleases consists of the following components:
 
Three Months Ended
 
Six Months Ended
 
July 2,
2017
 
July 3,
2016
 
July 2,
2017
 
July 3,
2016
Rental income:
 
 
 
 
 
 
 
Minimum rentals
$
41,560

 
$
29,709

 
$
80,165

 
$
55,507

Contingent rentals
5,375

 
4,822

 
9,687

 
9,584

Total rental income
$
46,935

 
$
34,531

 
$
89,852

 
$
65,091


The following table illustrates the Company’s future minimum rental payments and rental receipts for non-cancelable leases and subleases, including rental receipts for direct financing leases as of July 2, 2017. Rental receipts below are presented separately for owned properties and for leased properties based on the classification of the underlying lease.
 
Rental Payments
 
Rental Receipts
Fiscal Year
Capital
Leases
 
Operating
Leases
 
Capital
Leases
 
Operating
Leases
 
Owned
Properties
2017 (a)
$
22,290

 
$
47,844

 
$
30,774

 
$
37,348

 
$
26,845

2018
43,323

 
92,786

 
60,714

 
74,613

 
53,849

2019
42,615

 
92,484

 
61,228

 
74,626

 
54,820

2020
43,549

 
91,565

 
62,318

 
74,253

 
55,440

2021
45,140

 
91,166

 
64,106

 
73,948

 
57,051

Thereafter
745,523

 
1,176,424

 
1,039,315

 
965,140

 
1,007,246

Total minimum payments
$
942,440

 
$
1,592,269

 
$
1,318,455

 
$
1,299,928

 
$
1,255,251

Less interest
(506,980
)
 
 
 
 
 
 
 
 
Present value of minimum capital lease payments (b)
$
435,460

 
 
 
 
 
 
 
 
_______________

(a)
Represents future minimum rental payments and rental receipts for non-cancelable leases and subleases for the remainder of our 2017 fiscal year.

(b)
The present value of minimum capital lease payments of $6,238 and $429,222 are included in “Current portion of long-term debt” and “Long-term debt,” respectively.


20

THE WENDY’S COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands Except Per Share Amounts)



Properties owned by the Company and leased to franchisees and other third parties under operating leases include:
 
July 2, 2017
 
January 1, 2017
Land
$
271,775

 
$
271,160

Buildings and improvements
312,397

 
312,067

Restaurant equipment
1,491

 
1,507

 
585,663

 
584,734

Accumulated depreciation and amortization
(118,669
)
 
(110,166
)
 
$
466,994

 
$
474,568


Our net investment in direct financing leases is as follows:
 
July 2, 2017
 
January 1, 2017
Future minimum rental receipts
$
634,085

 
$
401,452

Unearned interest income
(420,761
)
 
(277,747
)
Net investment in direct financing leases
213,324

 
123,705

Net current investment in direct financing leases (a)
(255
)
 
(101
)
Net non-current investment in direct financing leases (b)
$
213,069

 
$
123,604

_______________

(a)
Included in “Accounts and notes receivable, net.”

(b)
Included in “Net investment in direct financing leases.”

(12) Transactions with Related Parties

Except as described below, the Company did not have any significant changes in or transactions with its related parties during the current fiscal period since those reported in the Form 10-K.

TimWen Lease and Management Fee Payments

A wholly-owned subsidiary of Wendy’s leases restaurant facilities from TimWen for the operation of Wendy’s/Tim Hortons combo units in Canada. During the six months ended July 2, 2017 and July 3, 2016, Wendy’s paid TimWen $5,915 and $5,727, respectively, under these lease agreements. In addition, TimWen paid Wendy’s a management fee under the TimWen joint venture agreement of $103 and $104 during the six months ended July 2, 2017 and July 3, 2016, respectively, which has been included as a reduction to “General and administrative.”

(13) Guarantees and Other Commitments and Contingencies

The Company did not have any significant changes in guarantees and other commitments and contingencies during the current fiscal period since those reported in the Form 10-K. Refer to the Form 10-K for further information regarding the Company’s additional commitments and obligations.

Franchisee Image Activation Incentive Programs

In order to promote Image Activation new restaurant development, Wendy’s has an incentive program for franchisees that provides for reductions in royalty and national advertising payments for up to the first two years of operation for qualifying new restaurants opened by December 31, 2020, with the value of the incentives declining in the later years of the program. Wendy’s also has incentive programs for 2017 available to franchisees that commence Image Activation restaurant remodels by December 15, 2017. The remodel incentive programs provide for reductions in royalty payments for one year after the completion of construction.

21

THE WENDY’S COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands Except Per Share Amounts)




Lease Guarantees

Wendy’s has guaranteed the performance of certain leases and other obligations, primarily from former Company-operated restaurant locations now operated by franchisees, amounting to $58,826 as of July 2, 2017. These leases extend through 2056. We have not received any notice of default related to these leases as of July 2, 2017. In the event of default by a franchise owner, Wendy’s generally retains the right to acquire possession of the related restaurant locations.

Wendy’s is contingently liable for certain other leases which have been assigned to unrelated third parties who have indemnified Wendy’s against future liabilities amounting to $652 as of July 2, 2017. These leases expire on various dates through 2021.

Letters of Credit

As of July 2, 2017, the Company had outstanding letters of credit with various parties totaling $37,496, of which $5,665 were cash collateralized. The outstanding letters of credit include amounts outstanding against the securitized financing facility. The related cash collateral is classified as “Restricted cash” in the condensed consolidated balance sheets. We do not expect any material loss to result from these letters of credit.

(14) Legal and Environmental Matters

We are involved in litigation and claims incidental to our current and prior businesses. We provide accruals for such litigation and claims when payment is probable and reasonably estimable. As of July 2, 2017, the Company had accruals for all of its legal and environmental matters aggregating $2,478. We cannot estimate the aggregate possible range of loss due to most proceedings, including those described below, being in preliminary stages, with various motions either yet to be submitted or pending, discovery yet to occur and significant factual matters unresolved. In addition, most cases seek an indeterminate amount of damages and many involve multiple parties. Predicting the outcomes of settlement discussions or judicial or arbitral decisions is thus inherently difficult. Based on currently available information, including legal defenses available to us, and given the aforementioned accruals and our insurance coverage, we do not believe that the outcome of these legal and environmental matters will have a material effect on our consolidated financial position or results of operations.

The Company has been named as a defendant in putative class action lawsuits alleging, among other things, that the Company failed to safeguard customer credit card information and failed to provide notice that credit card information had been compromised.  Jonathan Torres and other consumers filed an action in the U.S. District Court for the Middle District of Florida (the “Torres case”). The operative complaint seeks to certify a nationwide class of consumers, or in the alternative, statewide classes of consumers for Florida, New York, New Jersey, Texas, and Tennessee, as well as statewide classes of consumers under those states’ consumer protection and unfair trade practices laws. Certain financial institutions have also filed class actions lawsuits in the U.S. District Court for the Western District of Pennsylvania (the “FI cases”), which seek to certify a nationwide class financial institutions that issued payment cards that were allegedly impacted.  In the Torres case and the FI cases, the plaintiffs seek monetary damages, injunctive and equitable relief, attorneys’ fees and other costs. The Company’s motion to dismiss the amended complaint in the Torres case was denied in part and granted in part with leave to amend; the plaintiffs then filed the operative complaint referenced above. The Company’s motion to dismiss in the FI case was denied. The Company filed its answer in the Torres case in April 2017 and filed its answer in the FI case in May 2017.

Certain of the Company’s present and former directors have been named in two putative shareholder derivative complaints arising out of the credit card incidents above.  The first case, brought by James Graham in the U.S. District Court for the Southern District of Ohio (the “Graham case”), asserts claims of breach of fiduciary duty, waste of corporate assets, unjust enrichment and gross mismanagement, and additionally names one non-director executive officer of the Company.  The second case, brought by Thomas Caracci in the U.S. District Court for the Southern District of Ohio (the “Caracci case”), asserts claims of breach of fiduciary duty and violations of Section 14(a) and Rule 14a-9 of the Securities Exchange Act of 1934.  Collectively, the plaintiffs seek a judgment on behalf of the Company for all damages incurred or that will be incurred as a result of the alleged wrongful acts or omissions, a judgment ordering disgorgement of all profits, benefits, and other compensation obtained by the named individual defendants, a judgment directing the Company to reform its governance and internal procedures, attorneys’ fees and other costs.  The Graham and Caracci cases have been consolidated and the Company expects that a consolidated complaint will be filed.


22

THE WENDY’S COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands Except Per Share Amounts)



The cases described above were previously described in the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 10, 2017.

(15) New Accounting Standards

New Accounting Standards

In May 2017, the FASB issued new guidance on the scope of modification accounting for share-based payment arrangements. The new guidance will provide relief to entities that make non-substantive changes to their share-based payment arrangements. The Company does not expect the amendment, which requires prospective adoption and is effective commencing with our 2018 fiscal year, to have a material impact on our consolidated financial statements.

In March 2017, the FASB issued new guidance on the presentation of net periodic benefit costs that requires entities to disaggregate the current service cost component from the other components of net benefit cost in the income statement. The Company does not expect the amendment, which requires retrospective adoption and is effective commencing with our 2018 fiscal year, to have a material impact on our consolidated financial statements.

In February 2016, the FASB issued new guidance on leases, which outlines principles for the recognition, measurement, presentation and disclosure of leases applicable to both lessors and lessees. The new guidance requires lessees to recognize on the balance sheet the assets and liabilities for the rights and obligations created by finance and operating leases with lease terms of more than 12 months. The amendment requires the recognition and measurement of leases at the beginning of the earliest period presented using a modified retrospective approach.  We are currently evaluating the impact of the adoption of this guidance on our consolidated financial statements and plan to reflect adoption when effective in the first quarter of our 2019 fiscal year. As shown in Note 11, there are $1,592,269 in future minimum rental payments for operating leases that are not currently on our balance sheet; therefore, we expect this will have a material impact on our balance sheet and related disclosures.

In May 2014, the FASB issued amended guidance for revenue recognition. The new guidance outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. Additionally, the guidance requires improved disclosure to help users of financial statements better understand the nature, amount, timing, and uncertainty of revenue that is recognized. The new guidance supersedes most current revenue recognition guidance, including industry-specific guidance, and is effective commencing with our 2018 fiscal year. The guidance allows for either a full retrospective or modified retrospective transition method. We are continuing to evaluate which transition method to use. This guidance will not impact our recognition of revenue from Company-operated restaurant sales or our recognition of continuing royalty revenues from franchisees, which are based on a percentage of franchise sales. Under current guidance, we recognize initial fees from franchisees when we have performed all material obligations and services, which generally occurs when the franchised restaurant opens. Additionally, under current guidance, our advertising fund contributions from franchisees and the related advertising expenditures are reported on a net basis in our consolidated balance sheet as “Advertising funds restricted assets” and “Advertising funds restricted liabilities.” Under the new guidance, we anticipate recognizing the initial fees from franchisees over the life of the related franchise agreements and we expect to consolidate the operations and cash flow results of our national advertising funds, both of which will have a material impact on our consolidated financial statements.

New Accounting Standards Adopted

In March 2016, the FASB issued an amendment related to equity method accounting, which eliminates the requirement to retrospectively apply the equity method to an investment that subsequently qualifies for such accounting as a result of an increase in level of ownership interest or degree of influence. The Company adopted this amendment, prospectively, during the first quarter of 2017. The adoption of this guidance did not impact our consolidated financial statements.

In March 2016, the FASB issued an amendment that clarifies the steps for assessing triggering events of embedded contingent put and call options within debt instruments. The Company adopted this amendment during the first quarter of 2017. The adoption of this guidance did not impact our consolidated financial statements.

In March 2016, the FASB issued an amendment that modifies several aspects of the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures and statutory withholding requirements, as well as

23

THE WENDY’S COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands Except Per Share Amounts)



statement of cash flows presentation. The transition requirement is generally modified retrospective, with the exception of recognition of excess tax benefits and tax deficiencies that requires prospective adoption. The Company adopted this amendment during the first quarter of 2017. The cash flows used in financing activities related to the excess tax benefits from share-based compensation arrangements, which amounted to $1,774 during the six months ended July 3, 2016, was reclassified retrospectively to cash flows provided by operating activities. Additionally, during the six months ended July 3, 2016, $3,064 was paid to taxing authorities for withheld shares on share-based compensation arrangement activities, which was reclassified retrospectively from cash flows provided by operating activities to cash flows used in financing activities. Upon adopting the amendment in the first quarter of 2017, the Company recognized $1,880 in unrecognized tax benefits for deductions in excess of cumulative compensation costs relating to the exercise of stock options and vesting of restricted stock. This tax benefit was recognized as a reduction to the Company’s deferred tax liability with an equal offsetting increase to “Accumulated deficit.” The Company will continue to estimate forfeitures each period.

In July 2015, the FASB issued an amendment that requires entities to measure inventory at the lower of cost and net realizable value, rather than the lower of cost or market, with market value represented by replacement cost, net realizable value or net realizable value less a normal profit margin. The Company adopted this amendment during the first quarter of 2017. The adoption of this guidance did not impact our consolidated financial statements.



24


Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Introduction

This “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of The Wendy’s Company (“The Wendy’s Company” and, together with its subsidiaries, the “Company,” “we,” “us,” or “our”) should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and the related notes included elsewhere within this report and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended January 1, 2017 (the “Form 10-K”). There have been no material changes as of July 2, 2017 to the application of our critical accounting policies as described in Item 7 of the Form 10-K. Certain statements we make under this Item 2 constitute “forward-looking statements” under the Private Securities Litigation Reform Act of 1995. See “Special Note Regarding Forward-Looking Statements and Projections” in “Part II - Other Information” preceding Item 1 of Part II of this report. You should consider our forward-looking statements in light of our unaudited condensed consolidated financial statements, related notes and other financial information appearing elsewhere in this report, the Form 10-K and our other filings with the Securities and Exchange Commission.

The Wendy’s Company is the parent company of its 100% owned subsidiary holding company, Wendy’s Restaurants, LLC (“Wendy’s Restaurants”). The principal 100% owned subsidiary of Wendy’s Restaurants is Wendy’s International, LLC and its subsidiaries (“Wendy’s”). Wendy’s franchises and operates Wendy’s® quick-service restaurants throughout North America (defined as the United States of America (“U.S.”) and Canada). Wendy’s also has franchised restaurants in 29 foreign countries and U.S. territories.

Wendy’s restaurants offer an extensive menu specializing in hamburger sandwiches and featuring fillet of chicken breast sandwiches, chicken nuggets, chili, french fries, baked potatoes, freshly prepared salads, soft drinks, Frosty® desserts and kids’ meals. In addition, the restaurants sell a variety of promotional products on a limited basis.

The Company manages and internally reports its business geographically. The operation and franchising of Wendy’s restaurants in North America comprises virtually all of our current operations and represents a single reportable segment. The revenues and operating results of Wendy’s restaurants outside of North America are not material. The results of operations discussed below may not necessarily be indicative of future results.

The Company reports on a fiscal year consisting of 52 or 53 weeks ending on the Sunday closest to or on December 31. All three- and six-month periods presented herein contain 13 weeks and 26 weeks, respectively. All references to years and quarters relate to fiscal periods rather than calendar periods.

Executive Overview

Our Business

As of July 2, 2017, the Wendy’s restaurant system was comprised of 6,564 restaurants, of which 331 were owned and operated by the Company. All of our Company-operated restaurants are located in the U.S.

Wendy’s operating results are impacted by a number of external factors, including unemployment, general economic trends, intense price competition, commodity costs, labor costs and weather.

Wendy’s long-term growth opportunities will be driven by a combination of brand relevance and economic relevance. Key components of growth include (1) systemwide same-restaurant sales growth through continuing core menu improvement, product innovation and customer count growth, (2) investing in our Image Activation program, which includes innovative exterior and interior restaurant designs for our new and reimaged restaurants and focused execution of operational excellence, (3) growth in new restaurants, including global growth, (4) increased restaurant utilization in various dayparts and brand access utilizing mobile technology, (5) building shareholder value through financial management strategies and (6) our system optimization initiative.

Wendy’s revenues for the first six months of 2017 include (1) $309.1 million of sales at Company-operated restaurants, (2) $207.2 million of franchise royalty revenue and fees and (3) $89.9 million of franchise rental income. Substantially all of our Wendy’s royalty agreements provide for royalties of 4.0% of franchisees’ revenues.


25


Key Business Measures

We track our results of operations and manage our business using the following key business measures, which include non-GAAP financial measures:
 
Same-Restaurant Sales - We report same-restaurant sales commencing after new restaurants have been open for 15 continuous months and as soon as reimaged restaurants reopen. This methodology is consistent with the metric used by our management for internal reporting and analysis. The table summarizing same-restaurant sales below in “Results of Operations” provides the same-restaurant sales percent changes. Same-restaurant sales exclude the impact of currency translation.

Restaurant Margin - We define restaurant margin as sales from Company-operated restaurants less cost of sales divided by sales from Company-operated 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.

Systemwide Sales - Systemwide sales is a non-GAAP financial measure, which includes sales by both Company-operated restaurants and franchised restaurants. Franchised restaurants’ sales are reported by our franchisees and represent their revenues from sales at franchised Wendy’s restaurants. The Company’s consolidated financial statements do not include sales by franchised restaurants to their customers. The Company believes systemwide sales data is useful in assessing consumer demand for the Company’s products, the overall success of the Wendy’s brand and, ultimately, the performance of the Company. The Company’s royalty revenues are computed as percentages of sales made by Wendy’s franchisees. As a result, sales by Wendy’s franchisees have a direct effect on the Company’s royalty revenues and therefore on the Company’s profitability.

The Company reviews same-restaurant sales and systemwide sales 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.

System Optimization Initiative

In July 2013, the Company announced a system optimization initiative, as part of its brand transformation, which includes a shift from Company-operated restaurants to franchised restaurants over time, through acquisitions and dispositions, as well as facilitating franchisee-to-franchisee restaurant transfers. In February 2015, the Company announced plans to reduce its ongoing Company-operated restaurant ownership to approximately 5% of the total system, which the Company completed as of January 1, 2017. Wendy’s will continue to optimize its system by facilitating franchisee-to-franchisee restaurant transfers, as well as evaluating strategic acquisitions of franchised restaurants and strategic dispositions of Company-operated restaurants to existing and new franchisees, to further strengthen the franchisee base, drive new restaurant development and accelerate Image Activation adoption.

During the first six months of 2017, the Company recorded post-closing adjustments on sales of restaurants and completed the sale of other assets, resulting in net gains totaling $3.5 million. Gains and losses recognized on dispositions are recorded to “System optimization losses (gains), net” in our condensed consolidated statements of operations. In addition, the Company facilitated the transfer of 270 restaurants between franchisees during the first six months of 2017 (excluding the DavCo and NPC transactions discussed below).

DavCo and NPC Transactions

As part of our system optimization initiative, the Company acquired 140 Wendy’s restaurants on May 31, 2017 from DavCo Restaurants, LLC (“DavCo”) for total net cash consideration of $86.8 million, which were immediately sold to NPC International, Inc. (“NPC”), an existing franchisee of the Company, for cash proceeds of $70.7 million (the “DavCo and NPC transactions”). As part of the transaction, NPC has agreed to remodel 90 acquired restaurants in the Image Activation format by the end of 2021 and build 15 new Wendy’s restaurants by the end of 2022. Prior to closing the DavCo transaction, seven DavCo restaurants were closed. The acquisition of Wendy’s restaurants from DavCo was not contingent on executing the sale agreement with NPC; as such, the Company accounted for the transactions as an acquisition and subsequent disposition of a business. The total consideration paid to DavCo was allocated to net tangible and identifiable intangible assets acquired based on their estimated fair values. As part of the transactions, the Company retained leases for purposes of subleasing such properties to NPC. As a result of the transactions, the Company recognized a loss of $43.1 million during the second quarter of 2017.


26


Costs related to our system optimization initiative were historically recorded to “Reorganization and realignment costs.” Costs incurred during 2017 in connection with the DavCo and NPC transactions continue to be recorded to “Reorganization and realignment costs.” All other costs incurred during 2017 related to facilitating franchisee-to-franchisee restaurant transfers are recorded to “Other operating expense (income), net.” During the first six months of 2017, the Company recognized reorganization and realignment costs totaling $0.7 million, which primarily included professional fees. The Company does not expect to incur additional costs during the remainder of 2017 in connection with the DavCo and NPC transactions.

General and Administrative (“G&A”) Realignment

November 2014 Plan

In November 2014, the Company initiated a plan to reduce its G&A expenses.  The plan included a realignment and reinvestment of resources to focus primarily on accelerated restaurant development and consumer-facing restaurant technology to drive long-term growth.  The Company achieved the majority of the expense reductions through the realignment of its U.S. field operations and savings at its Restaurant Support Center in Dublin, Ohio, which was substantially completed by the end of the second quarter of 2015.  Costs related to the plan are recorded to “Reorganization and realignment costs.” The Company recognized costs totaling $0.9 million during the first six months of 2016 and $24.0 million in aggregate since inception. The Company did not incur any expenses during the first six months of 2017 and does not expect to incur additional costs related to the plan.

May 2017 Plan

In May 2017, the Company initiated a new plan to further reduce its G&A expenses. The Company expects that approximately three-quarters of the total G&A expense reduction of approximately $35.0 million will be realized by the end of 2018, with the remainder of the savings being realized in 2019. The Company expects to incur total costs aggregating approximately $28.0 million to $33.0 million, of which $23.0 million to $27.0 million will be cash expenditures, related to such savings. The cash expenditures are expected to continue into 2019, with approximately half of the total cash expenditures occurring in 2018. Costs related to the plan are recorded to “Reorganization and realignment costs.” The Company recognized costs totaling $17.2 million during the second quarter of 2017, which primarily included severance and related employee costs and share-based compensation. The Company expects to incur additional costs aggregating approximately $11.0 million to $16.0 million, comprised of (1) severance and related employee costs of approximately $4.0 million, (2) recruitment and relocation costs of approximately $4.0 million, (3) third-party and other costs of approximately $2.0 million and (4) share-based compensation of approximately $4.0 million. The Company expects costs to be recognized during the remainder of 2017 and continue into 2019, with approximately two-thirds to be recognized during 2017.

Related Party Transactions

TimWen Lease and Management Fees

A wholly-owned subsidiary of Wendy’s leases restaurant facilities from TimWen for the operation of Wendy’s/Tim Hortons combo units in Canada. During the first six months of 2017 and 2016, Wendy’s paid TimWen $5.9 million and $5.7 million, respectively, under these lease agreements. In addition, TimWen paid Wendy’s a management fee under the TimWen joint venture agreement of $0.1 million during both the first six months of 2017 and 2016, which has been included as a reduction to “General and administrative.”

Cybersecurity Incident

The Company first reported unusual payment card activity affecting some franchise-owned restaurants in February 2016 and that malware had been discovered on certain systems. Subsequently, on June 9, 2016, the Company reported that an additional malware variant had been identified and disabled. On July 7, 2016, the Company, on behalf of affected franchise locations, provided information about specific restaurant locations that may have been impacted by these attacks, all of which are located in the United States, along with support for customers who may have been affected by the malware variants. See “Item 1 - Financial Statements,” Note 14 to the Condensed Consolidated Financial Statements for further information.


27


Results of Operations

The tables included throughout Results of Operations set forth in millions the Company’s condensed consolidated results of operations for the second quarter and the first six months of 2017 and 2016.
 
Second Quarter
 
Six Months
 
2017
 
2016
 
Change
 
2017
 
2016
 
Change
Revenues:
 
 
 
 
 
 
 
 
 
 
 
Sales
$
160.9

 
$
259.2

 
$
(98.3
)
 
$
309.1

 
$
518.6

 
$
(209.5
)
Franchise royalty revenue and fees
112.5

 
89.0

 
23.5

 
207.2

 
177.8

 
29.4

Franchise rental income
46.9

 
34.5

 
12.4

 
89.9

 
65.1

 
24.8

 
320.3

 
382.7

 
(62.4
)
 
606.2

 
761.5

 
(155.3
)
Costs and expenses:
 
 
 
 
 

 
 
 
 
 
 

Cost of sales
129.4

 
202.6

 
(73.2
)
 
252.8

 
417.3

 
(164.5
)
Franchise rental expense
21.9

 
17.5

 
4.4

 
40.8

 
32.2

 
8.6

General and administrative
51.3

 
61.1

 
(9.8
)
 
103.7

 
125.8

 
(22.1
)
Depreciation and amortization
31.3

 
30.7

 
0.6

 
60.5

 
63.1

 
(2.6
)
System optimization losses (gains), net
41.0

 
(1.9
)
 
42.9

 
39.6

 
(10.4
)
 
50.0

Reorganization and realignment costs
17.7

 
2.5

 
15.2

 
17.9

 
5.7

 
12.2

Impairment of long-lived assets
0.2

 
5.5

 
(5.3
)
 
0.8

 
12.6

 
(11.8
)
Other operating expense (income), net
1.7

 
(0.9
)
 
2.6

 
3.6

 
(14.3
)
 
17.9

 
294.5

 
317.1

 
(22.6
)
 
519.7

 
632.0

 
(112.3
)
Operating profit
25.8

 
65.6

 
(39.8
)
 
86.5

 
129.5

 
(43.0
)
Interest expense
(28.9
)
 
(28.6
)
 
(0.3
)
 
(57.9
)
 
(56.7
)
 
(1.2
)
Other income, net
2.8

 
0.3

 
2.5

 
3.2

 
0.5

 
2.7

(Loss) income before income taxes
(0.3
)
 
37.3

 
(37.6
)
 
31.8

 
73.3

 
(41.5
)
Provision for income taxes
(1.5
)
 
(10.8
)
 
9.3

 
(11.3
)
 
(21.5
)
 
10.2

Net (loss) income
$
(1.8
)
 
$
26.5

 
$
(28.3
)
 
$
20.5

 
$
51.8

 
$
(31.3
)

28



 
Second Quarter
 
Six Months
 
2017
 
% of
Total Revenues
 
2016
 
% of
Total Revenues
 
2017
 
% of
Total Revenues
 
2016
 
% of
Total Revenues
Revenues:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Sales
$
160.9

 
50.2
%
 
$
259.2

 
67.7
%
 
$
309.1

 
51.0
%
 
$
518.6

 
68.1
%
Franchise royalty revenue and fees:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Royalty revenue
94.1

 
29.4
%
 
86.3

 
22.6
%
 
181.3

 
29.9
%
 
167.0

 
21.9
%
Franchise fees
18.4

 
5.7
%
 
2.7

 
0.7
%
 
25.9

 
4.3
%
 
10.8

 
1.4
%
Total franchise royalty revenue and fees
112.5

 
35.1
%
 
89.0

 
23.3
%
 
207.2

 
34.2
%
 
177.8

 
23.3
%
Franchise rental income
46.9

 
14.7
%
 
34.5

 
9.0
%
 
89.9

 
14.8
%
 
65.1

 
8.6
%
Total revenues
$
320.3

 
100.0
%
 
$
382.7

 
100.0
%
 
$
606.2

 
100.0
%
 
$
761.5

 
100.0
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Second Quarter
 
Six Months
 
2017
 
% of 
Sales
 
2016
 
% of 
Sales
 
2017
 
% of 
Sales
 
2016
 
% of 
Sales
Cost of sales:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Food and paper
$
50.3

 
31.2
%
 
$
78.4

 
30.2
%
 
$
95.3

 
30.8
%
 
$
157.6

 
30.4
%
Restaurant labor
45.8

 
28.5
%
 
70.8

 
27.3
%
 
90.2

 
29.2
%
 
146.8

 
28.3
%
Occupancy, advertising and other operating costs
33.3

 
20.7
%
 
53.4

 
20.6
%
 
67.3

 
21.8
%
 
112.9

 
21.8
%
Total cost of sales
$
129.4

 
80.4
%
 
$
202.6

 
78.1
%
 
$
252.8