UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
(Mark one)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2018
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____                   

Commission File No. 001-37425
 
WINGSTOP INC.
(Exact name of registrant as specified in its charter)
 
Delaware
 
47-3494862
(State or other jurisdiction of incorporation or organization)
 
(IRS Employer Identification No.)
 
 
 
5501 LBJ Freeway, 5th Floor,
Dallas, Texas
 
75240

(Address of principal executive offices)
 
(Zip Code)
(972) 686-6500
(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.  x  Yes    ¨  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 (§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). x  Yes    ¨  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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    x  No
On August 3, 2018 there were 29,274,917 shares of common stock outstanding.
 


TABLE OF CONTENTS
 
 
Page
PART I
Item 1.
 
 
 
 
Item 2.
Item 3.
Item 4.
 
 
 
PART II
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
 
 
 
 



2

PART I.     FINANCIAL INFORMATION
Item 1.     Financial Statements
WINGSTOP INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(amounts in thousands, except share and per share amounts)
 
June 30,
2018
 
December 30,
2017
 
(Unaudited)
 
As adjusted*
Assets
 

 
 

Current assets
 

 
 

Cash and cash equivalents
$
3,147

 
$
4,063

Accounts receivable, net
4,484

 
4,567

Prepaid expenses and other current assets
3,262

 
4,334

Advertising fund assets, restricted
3,474

 
2,944

Total current assets
14,367

 
15,908

Property and equipment, net
6,328

 
5,826

Goodwill
49,655

 
46,557

Trademarks
32,700

 
32,700

Customer relationships, net
14,900

 
15,567

Other non-current assets
6,122

 
3,278

Total assets
$
124,072

 
$
119,836

Liabilities and stockholders' deficit
 
 
 
Current liabilities
 
 
 
Accounts payable
$
1,898

 
$
1,752

Other current liabilities
10,646

 
10,929

Current portion of debt
5,000

 
3,500

Advertising fund liabilities
3,474

 
2,944

Total current liabilities
21,018

 
19,125

Long-term debt, net
214,569

 
129,841

Deferred revenues, net of current
21,362

 
21,226

Deferred income tax liabilities, net
5,763

 
5,920

Other non-current liabilities
2,057

 
2,142

Total liabilities
264,769

 
178,254

Commitments and contingencies (see Note 7)


 


Stockholders' deficit
 
 
 
Common stock, $0.01 par value; 100,000,000 shares authorized; 29,271,543 and 29,092,669 shares issued and outstanding as of June 30, 2018 and December 30, 2017, respectively
293

 
291

Additional paid-in-capital
38

 
262

Accumulated deficit
(141,028
)
 
(58,971
)
Total stockholders' deficit
(140,697
)
 
(58,418
)
Total liabilities and stockholders' deficit
$
124,072

 
$
119,836

*See Note 1 .
See accompanying notes to consolidated financial statements.





3

WINGSTOP INC. AND SUBSIDIARIES
Consolidated Statements of Operations
(amounts in thousands, except per share data)
(Unaudited)
 
Thirteen Weeks Ended
 
Twenty-Six Weeks Ended
 
June 30,
2018
 
July 1,
2017
 
June 30,
2018
 
July 1,
2017
 
 
 
As adjusted*
 
 
 
As adjusted*
Revenue:
 
 
 
 
 

 
 

Royalty revenue, franchise fees and other
$
17,204

 
$
15,267

 
$
34,985

 
$
32,863

Advertising fees and related income
8,355

 
7,466

 
16,960

 
14,734

Company-owned restaurant sales
11,478

 
8,845

 
22,481

 
17,391

Total revenue
37,037

 
31,578

 
74,426

 
64,988

Costs and expenses:
 
 
 
 
 

 
 

Cost of sales (1)
7,745

 
6,867

 
15,142

 
13,467

Advertising expenses
8,209

 
7,574

 
16,852

 
16,857

Selling, general and administrative
10,078

 
8,180

 
20,911

 
16,427

Depreciation and amortization
1,079

 
771

 
2,029

 
1,526

Total costs and expenses
27,111

 
23,392

 
54,934

 
48,277

Operating income
9,926

 
8,186

 
19,492

 
16,711

Interest expense, net
2,342

 
1,307

 
4,078

 
2,606

Income before income tax expense
7,584

 
6,879

 
15,414

 
14,105

Income tax expense
745

 
1,972

 
2,407

 
2,941

Net income
$
6,839

 
$
4,907

 
$
13,007

 
$
11,164

 
 
 
 
 
 
 
 
Earnings per share
 
 
 
 
 
 
 
Basic
$
0.23

 
$
0.17

 
$
0.45

 
$
0.39

Diluted
$
0.23

 
$
0.17

 
$
0.44

 
$
0.38

 
 
 
 
 
 
 
 
Weighted average shares outstanding
 
 
 
 
 
 
 
Basic
29,230

 
29,032

 
29,173

 
28,964

Diluted
29,528

 
29,394

 
29,509

 
29,361

 
 
 
 
 
 
 
 
Dividends per share
$
0.07

 
$
—

 
$
3.31

 
$
—


(1) Cost of sales excludes depreciation and amortization, which are presented separately, and includes advertising expenses incurred at company-owned restaurants.

* See Note 1 .
See accompanying notes to consolidated financial statements.



4
WINGSTOP INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(amounts in thousands)
(Unaudited)



 
Twenty-Six Weeks Ended
 
June 30,
2018
 
July 1,
2017
 
 
 
As adjusted*
 
 
 
 
Operating activities
 

 
 

Net income
$
13,007

 
$
11,164

Adjustments to reconcile net income to cash provided by operating activities:
 
 
 
Depreciation and amortization
2,029

 
1,526

Deferred income taxes
(157
)
 
(506
)
Stock-based compensation expense
1,256

 
541

Amortization of debt issuance costs
175

 
146

Changes in operating assets and liabilities:
 
 
 
Accounts receivable
83

 
(619
)
Prepaid expenses and other assets
(211
)
 
(568
)
Advertising fund assets and liabilities, net
189

 
(121
)
Accounts payable and other current liabilities
909

 
(2,281
)
Deferred revenue
351

 
1,366

Other non-current liabilities
(86
)
 
(83
)
Cash provided by operating activities
17,545

 
10,565

 
 
 
 
Investing activities
 
 
 
Purchases of property and equipment
(1,311
)
 
(1,301
)
Acquisition of restaurant from franchisee
(5,996
)
 
—

Cash used in investing activities
(7,307
)
 
(1,301
)
 
 
 
 
Financing activities
 
 
 
Proceeds from exercise of stock options
455

 
1,062

Borrowings of long-term debt
230,108

 
—

Repayments of long-term debt
(143,750
)
 
(9,750
)
Payment of deferred financing costs
(782
)
 
—

Tax payments for restricted stock upon vesting
(142
)
 
—

Dividends paid
(96,854
)
 
—

Cash used in financing activities
(10,965
)
 
(8,688
)
 
 
 
 
Net change in cash, cash equivalents, and restricted cash
(727
)
 
576

Cash, cash equivalents, and restricted cash at beginning of period
6,392

 
5,693

Cash, cash equivalents, and restricted cash at end of period
$
5,665

 
$
6,269

*See Note 1 .
See accompanying notes to consolidated financial statements.



5
WINGSTOP INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)


(1)    Basis of Presentation
Basis of Presentation
Wingstop Inc., through its primary operating subsidiary, Wingstop Restaurants Inc. (“WRI”), collectively referred to as “Wingstop” or the “Company,” is in the business of franchising and operating Wingstop restaurants. As of June 30, 2018 , 1,040 franchised restaurants were in operation domestically, and 122 international franchised restaurants were in operation across nine countries. As of June 30, 2018 , the Company owned and operated 26 restaurants.
The accompanying unaudited consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. Consequently, financial information and disclosures normally included in financial statements prepared annually in accordance with accounting principles generally accepted in the United States have been condensed or omitted. Balance sheet amounts are as of  June 30, 2018  and  December 30, 2017  and operating results are for the  thirteen and twenty-six weeks ended   June 30, 2018  and July 1, 2017 .
In the Company’s opinion, all necessary adjustments have been made for the fair presentation of the results of the interim periods presented. The results of operations for such interim periods are not necessarily indicative of the results to be expected for the full year. The accompanying interim unaudited consolidated financial statements should be read in conjunction with the audited financial statements and the related notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended  December 30, 2017 .
The Company uses a 52/53-week fiscal year that ends on the last Saturday of the calendar year. Fiscal years 2018 and 2017 have 52 weeks.
The Company has reclassified certain prior period amounts due to the adoption of ASU 2014-09 and ASU 2016-18, as defined below.
Advertising Fund
The Company administers the Wingstop Restaurants Advertising Fund (“Ad Fund”), which is used for various forms of advertising for the Wingstop brand. Advertising fund contributions and expenditures are reported on a gross basis in the Consolidated Statements of Operations, which are largely offsetting and therefore do not significantly impact our reported net income. Advertising expenses incurred by company-owned restaurants are included within cost of sales in the Consolidated Statements of Operations. Administrative support services and compensation expenses of employees that provide services directly to the Ad Fund, are included in selling, general and administrative expenses (“SG&A”) in the Consolidated Statements of Operations.
The Ad Fund contribution collected from Wingstop restaurant franchisees and company-owned and operated restaurants is equal to 3% of gross sales. For the  twenty-six weeks ended   June 30, 2018  and July 1, 2017 , the Company contributed $1.9 million and $3.8 million , respectively, for the purpose of supplementing the national advertising campaign, which were included in Advertising expenses in the Consolidated Statements of Operations.
The Company consolidates and reports all assets and liabilities of the Ad Fund as restricted assets of the Ad Fund and liabilities of the Ad Fund within current assets and current liabilities, respectively, in the Consolidated Balance Sheets. The assets and liabilities of the Ad Fund consist primarily of cash, receivables, accrued expenses, other liabilities and any cumulative surplus related to the Ad Fund. Under the Company’s franchise agreements, contributions to the Ad Fund are restricted to advertising, public relations, merchandising, similar activities, and administrative expenses to increase sales and further enhance the public reputation of the Wingstop brand. The aforementioned administrative expenses may also include personnel expenses and allocated costs incurred by the Company which are directly associated with administering the Ad Fund, as outlined in the provisions of the applicable franchise agreements. Total cash balances related to the Ad Fund as of June 30, 2018  and  December 30, 2017 were $2.5 million and $2.3 million , respectively.
Recently Issued Accounting Pronouncements
In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2016-02, Leases (Topic 842) . ASU 2016-02 amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. ASU 2016-02 will be effective

6
WINGSTOP INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)

beginning in the first quarter of fiscal year 2019. Early adoption of ASU 2016-02 as of its issuance is permitted. This new guidance requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. We anticipate implementing the standard by taking advantage of the practical expedient option. The discounted minimum remaining rental payments will be the starting point for determining the right-of-use asset and lease liability. We expect that adoption of the new guidance will have a material impact on the consolidated balance sheets due to the recognition of the right-of-use asset and lease liability related to our current operating leases. The process of evaluating the full impact of the new guidance on our consolidated financial statements and disclosures is ongoing, but we anticipate the initial evaluation of the impact will be completed in fiscal 2018.
In March 2018, the FASB issued ASU 2018-05, Income Taxes (Topic 740). ASU 2018-05 provides guidance on accounting for the income tax effects of the Tax Cuts and Jobs Act of 2017 (the “Act”), which impacts U.S. corporate tax rates, business-related exclusions, and deductions and credits. The Act also has tax consequences for many companies that operate internationally. The Company recognized the income tax effects of the Act in its 2017 financial statements in accordance with Staff Accounting Bulletin No. 118, which provides SEC staff guidance for the application of Accounting Standards Codification (“ASC”) Topic 740, "Income Taxes," in the reporting period in which the Act was signed into law. As such, the Company’s financial results reflect the income tax effects of the Act for which the accounting under ASC Topic 740 is complete and provisional amounts for those specific income tax effects of the Act for which the accounting under ASC Topic 740 is incomplete but a reasonable estimate could be determined.

The Company will continue to analyze additional information and guidance related to the Act as supplemental legislation, regulatory guidance, or evolving technical interpretations become available. The final impacts may differ from the recorded amounts as of June 30, 2018, and we will continue to refine such amounts within the measurement period provided by Staff Accounting Bulletin No. 118. We expect to complete our analysis no later than the fourth quarter of 2018.

Recently Adopted Accounting Pronouncements
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which superseded nearly all existing revenue recognition guidance. The new guidance provided a single framework in which revenue is required to be recognized to depict the transfer of goods or services to customers in amounts that reflect the consideration to which a company expects to be entitled in exchange for those goods or services.
The Company adopted this new guidance effective the first day of fiscal year 2018, using the full retrospective transition method, which resulted in adjusting each prior reporting period presented and a cumulative effect adjustment, which was recorded as of the first day of 2016. The adoption changed the timing of recognition of initial franchise fees, development fees, territory fees for our international business and renewal and transfer fees, as well as the reporting of Ad Fund contributions and related expenditures. See Note 11 for further discussion.
In November 2016, the FASB issued ASU 2016-18,  Statement of Cash Flows (Topic 230): Restricted Cash (“ASU 2016-18”), which requires that restricted cash and cash equivalents be included as components of total cash and cash equivalents as presented on the statement of cash flows. ASU 2016-18 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017 and a retrospective transition method is required. The Company adopted this new guidance effective the first day of fiscal year 2018, using the full retrospective transition method, which resulted in adjusting the Statement of Cash Flows for each prior period presented.

7
WINGSTOP INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)

The following table presents the effect of the adoption of ASU 2014-09 on our consolidated balance sheets as of December 30, 2017 (in thousands):
 
 As reported
 
Adjustments for adoption of ASU 2014-09
 
As Adjusted
Assets
 
 
 
 
 
Current assets
 
 
 
 
 
Cash and cash equivalents
$
4,063

 
$
—

 
$
4,063

Accounts receivable, net
4,567

 
—

 
4,567

Prepaid expenses and other current assets
4,334

 
—

 
4,334

Advertising fund assets, restricted
2,944

 
—

 
2,944

Total current assets
15,908

 
—

 
15,908

Property and equipment, net
5,826

 
—

 
5,826

Goodwill
46,557

 
—

 
46,557

Trademarks
32,700

 
—

 
32,700

Customer relationships, net
15,567

 
—

 
15,567

Other non-current assets
3,278

 
—

 
3,278

Total assets
$
119,836

 
$
—

 
$
119,836

Liabilities and stockholders' deficit
 
 
 
 
 
Current liabilities
 
 
 
 
 
Accounts payable
$
1,752

 
$
—

 
$
1,752

Other current liabilities
10,683

 
246

 
10,929

Current portion of debt
3,500

 
—

 
3,500

Advertising fund liabilities
2,944

 
—

 
2,944

Total current liabilities
18,879

 
246

 
19,125

Long-term debt, net
129,841

 
—

 
129,841

Deferred revenues, net of current
8,427

 
12,799

 
21,226

Deferred income tax liabilities, net
8,799

 
(2,879
)
 
5,920

Other non-current liabilities
2,142

 
—

 
2,142

Total liabilities
168,088

 
10,166

 
178,254

Stockholders' deficit
 
 
 
 
 
Common stock
291

 
—

 
291

Additional paid-in-capital
262

 
—

 
262

Accumulated deficit
(48,805
)
 
(10,166
)
 
(58,971
)
Total stockholders' deficit
(48,252
)
 
(10,166
)
 
(58,418
)
Total liabilities and stockholders' deficit
$
119,836

 
$
—

 
$
119,836


8
WINGSTOP INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)

The following table presents the effect of the adoption of ASU 2014-09 on our consolidated statements of operations for the thirteen weeks ended July 1, 2017 (in thousands, except per share amounts):
 
 
 
Adjustments for adoption of ASU 2014-09
 
 
 
 As reported
 
 Franchise Fees
 
 Advertising
 
As Adjusted
Revenue:
 
 
 
 
 
 
 
Royalty revenue, franchise fees and other
$
15,827

 
$
(560
)
 
$
—

 
$
15,267

Advertising fees and related income
—

 
—

 
7,466

 
7,466

Company-owned restaurant sales
8,845

 
—

 
—

 
8,845

Total revenue
24,672

 
(560
)
 
7,466

 
31,578

Costs and expenses:
 
 
 
 
 
 
 
Cost of sales (1)
6,867

 
—

 
—

 
6,867

Advertising expenses
—

 
—

 
7,574

 
7,574

Selling, general and administrative
8,288

 
—

 
(108
)
 
8,180

Depreciation and amortization
771

 
—

 
—

 
771

Total costs and expenses
15,926

 
—

 
7,466

 
23,392

Operating income
8,746

 
(560
)
 
—

 
8,186

Interest expense, net
1,307

 
—

 
—

 
1,307

Income before income tax expense
7,439

 
(560
)
 
—

 
6,879

Income tax expense
2,174

 
(202
)
 
—

 
1,972

Net income
$
5,265

 
$
(358
)
 
$
—

 
$
4,907

 
 
 
 
 
 
 
 
Earnings per share
 
 
 
 
 
 
 
Basic
$
0.18

 
$
(0.01
)
 
$
—

 
$
0.17

Diluted
$
0.18

 
$
(0.01
)
 
$
—

 
$
0.17

 
(1) Cost of sales excludes depreciation and amortization, which are presented separately, and includes advertising expenses incurred at company-owned restaurants.

9
WINGSTOP INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)

The following table presents the effect of the adoption of ASU 2014-09 on our consolidated statements of operations for the twenty-six weeks ended July 1, 2017 (in thousands, except per share amounts):
 
 
 
Adjustments for adoption of ASU 2014-09
 
 
 
 As reported
 
 Franchise Fees
 
 Advertising
 
As Adjusted
Revenue:
 
 
 
 
 
 
 
Royalty revenue, franchise fees and other
$
33,850

 
$
(987
)
 
$
—

 
$
32,863

Advertising fees and related income
—

 
—

 
14,734

 
14,734

Company-owned restaurant sales
17,391

 
—

 
—

 
17,391

Total revenue
51,241

 
(987
)
 
14,734

 
64,988

Costs and expenses:
 
 
 
 
 
 
 
Cost of sales (1)
13,467

 
—

 
—

 
13,467

Advertising expenses
—

 
—

 
16,857

 
16,857

Selling, general and administrative
18,550

 
—

 
(2,123
)
 
16,427

Depreciation and amortization
1,526

 
—

 
—

 
1,526

Total costs and expenses
33,543

 
—

 
14,734

 
48,277

Operating income
17,698

 
(987
)
 
—

 
16,711

Interest expense, net
2,606

 
—

 
—

 
2,606

Income before income tax expense
15,092

 
(987
)
 
—

 
14,105

Income tax expense
3,297

 
(356
)
 
—

 
2,941

Net income
$
11,795

 
$
(631
)
 
$
—

 
$
11,164

 
 
 
 
 
 
 
 
Earnings per share
 
 
 
 
 
 
 
Basic
$
0.41

 
$
(0.02
)
 
$
—

 
$
0.39

Diluted
$
0.40

 
$
(0.02
)
 
$
—

 
$
0.38

 
(1) Cost of sales excludes depreciation and amortization, which are presented separately, and includes advertising expenses incurred at company-owned restaurants.





10
WINGSTOP INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)

The following table presents the effect of the adoption of ASU 2014-09 and ASU 2016-18 on our consolidated statements of cash flows for the twenty-six weeks ended July 1, 2017 (in thousands):
 
 As reported
 
Adjustments for adoption of ASU 2014-09
 
Adjustments for adoption of ASU 2016-18
 
As adjusted
Operating activities
 
 
 
 
 
 
 
Net income
$
11,795

 
$
(631
)
 
$
—

 
$
11,164

Adjustments to reconcile net income to cash provided by operating activities:
 
 
Depreciation and amortization
1,526

 
—

 
—

 
1,526

Deferred income taxes
(149
)
 
(357
)
 
—

 
(506
)
Stock-based compensation expense
541

 
—

 
—

 
541

Amortization of debt issuance costs
146

 
—

 
—

 
146

Changes in operating assets and liabilities:
 
 


 
 
 
 
Accounts receivable
(619
)
 
—

 
—

 
(619
)
Prepaid expenses and other assets
(568
)
 
—

 
—

 
(568
)
Advertising fund assets and liabilities, net
—

 
—

 
(121
)
 
(121
)
Accounts payable and other current liabilities
(2,281
)
 
—

 
—

 
(2,281
)
Deferred revenue
378

 
988

 
—

 
1,366

Other non-current liabilities
(83
)
 
—

 
—

 
(83
)
Cash provided by operating activities
10,686

 
—

 
(121
)
 
10,565

 
 
 

 
 
 
 
Investing activities
 
 


 
 
 
 
Purchases of property and equipment
(1,301
)
 
—

 
—

 
(1,301
)
Cash used in investing activities
(1,301
)
 
—

 
—

 
(1,301
)
 
 
 

 
 
 
 
Financing activities
 
 


 


 
 
Proceeds from exercise of stock options
1,062

 
—

 
—

 
1,062

Repayments of long-term debt
(9,750
)
 
—

 
—

 
(9,750
)
Cash used in financing activities
(8,688
)
 
—

 
—

 
(8,688
)
 
 
 

 
 
 
 
Net change in cash, cash equivalents, and restricted cash
697

 
—

 
(121
)
 
576

Cash, cash equivalents, and restricted cash at beginning of period
3,750

 


 
1,943

 
5,693

Cash, cash equivalents, and restricted cash at end of period
$
4,447

 


 
$
1,822

 
$
6,269

(2)    Earnings per Share
Basic earnings per share is computed by dividing income available to common stockholders by the weighted average number of common shares outstanding for the reporting period. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. For the calculation of diluted earnings per share, the basic weighted average number of shares is increased by the dilutive effect of stock options and restricted stock units, determined using the treasury stock method.

11
WINGSTOP INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)

Basic weighted average shares outstanding is reconciled to diluted weighted average shares outstanding as follows (in thousands):
 
Thirteen Weeks Ended
 
Twenty-Six Weeks Ended
 
June 30,
2018
 
July 1,
2017
 
June 30,
2018
 
July 1,
2017
Basic weighted average shares outstanding
29,230

 
29,032

 
29,173

 
28,964

Dilutive shares
298

 
362

 
336

 
397

Diluted weighted average shares outstanding
29,528

 
29,394

 
29,509

 
29,361

For the thirteen weeks ended June 30, 2018 and July 1, 2017 , respectively, approximately 2,000 and 3,000 equity awards were excluded from the dilutive earnings per share calculation because the effect would have been anti-dilutive.
For the  twenty-six weeks ended   June 30, 2018 and July 1, 2017 , respectively, approximately 13,000 and 20,000 equity awards were excluded from the dilutive earnings per share calculation because the effect would have been anti-dilutive. 
(3)    Dividends
In each of the first two quarters of 2018 , the Company’s Board of Directors approved a quarterly dividend of $0.07 per share of common stock, with aggregate dividends of $4.2 million , or $0.14 per common share, paid during the twenty-six weeks ended June 30, 2018 . On January 30, 2018, the Company’s Board of Directors declared a special cash dividend of $3.17 per share, which was paid on February 14, 2018, totaling $92.7 million .
Subsequent to the second quarter, on August 2, 2018 , the Company’s Board of Directors declared a quarterly dividend of $0.09 per share of common stock for stockholders of record as of September 4, 2018 , to be paid on September 18, 2018 , totaling approximately $2.6 million .
(4)    Fair Value Measurements
Fair value is the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. Assets and liabilities are classified using a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value as follows:
Level 1 — Unadjusted quoted prices for identical instruments traded in active markets.
Level 2 — Observable market-based inputs or unobservable inputs corroborated by market data.
Level 3 — Unobservable inputs reflecting management’s estimates and assumptions.
The carrying values of cash and cash equivalents, accounts receivable and accounts payable approximate fair value due to their short-term nature. Fair value of debt is determined on a non-recurring basis, which results are summarized as follows (in thousands):
 
Fair Value
Hierarchy
 
June 30, 2018
 
December 30, 2017
 
 
Carrying
Value  (2)
 
Fair Value (1)
 
Carrying
Value  (2)
 
Fair Value (1)
Senior Secured Credit Facility:
 
 
 

 
 

 
 

 
 

Term loan facility
Level 2
 
$
97,500

 
$
97,500

 
$
64,750

 
$
64,750

Revolving credit facility
Level 2
 
$
122,608

 
$
122,608

 
$
69,000

 
$
69,000

(1) The fair value of long-term debt was estimated using available market information.
(2) Excluding issuance costs netted on the Consolidated Balance Sheet.
The Company also measures certain non-financial assets at fair value on a non-recurring basis, primarily long-lived assets, intangible assets and goodwill, in connection with its periodic evaluations of such assets for potential impairment.
(5)      Income Taxes
Income tax expense and the effective tax rate were $0.7 million and 9.8% , respectively, for the thirteen weeks ended June 30, 2018 , and $2.0 million and 28.7% , respectively, for the thirteen weeks ended July 1, 2017 . Income tax expense and the effective

12
WINGSTOP INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)

tax rate were  $2.4 million  and  15.6% , respectively, for the twenty-six weeks ended   June 30, 2018 , and  $2.9 million  and  20.9% , respectively, for the  twenty-six weeks ended   July 1, 2017 .
Income tax expense for the thirteen and twenty-six weeks ended June 30, 2018 includes $1.2 million and $1.5 million , respectively, in tax benefits resulting from the recognition of excess tax benefits from stock based compensation, compared to $0.7 million and $2.4 million of tax benefits recognized in the thirteen and twenty-six weeks ended July 1, 2017 , respectively. Income tax expense for the thirteen and twenty-six weeks ended June 30, 2018 also reflects the reduction in the federal statutory rate from 35% to 21% effective the first day of fiscal 2018.
(6)      Debt Obligations
On January 30, 2018, the Company entered into an amended senior secured credit facility (the “2018 Facility”), which replaced its senior secured credit facility dated June 30, 2016 (the “2016 Facility”). The 2018 Facility includes a term loan facility in an aggregate principal amount of  $100 million  and a revolving credit facility up to an aggregate principal amount of  $150 million . The Company used the proceeds from the 2018 Facility to refinance  $133.8 million  of indebtedness under the 2016 Facility and to pay a special dividend of  $92.7 million  to its stockholders. Borrowings under the facility bear interest, payable quarterly, at the Company’s option, at the base rate plus a margin ( 0.75%  to  1.75% , dependent on the Company’s reported leverage ratio) or LIBOR plus a margin ( 1.75%  to  2.75% , dependent on the Company’s reported leverage ratio). The 2018 Facility matures in January 2023 .
As of June 30, 2018 , the term loan facility and the revolving credit facility had outstanding balances of $97.5 million and $122.6 million , respectively, bearing interest at 4.59% .
During the twenty-six weeks ended June 30, 2018 , the Company made payments of $7.5 million  and $2.5 million on the outstanding principal balance of its revolving credit facility and term loan facility, respectively, under the 2018 Facility.
In conjunction with the 2018 Facility, the Company evaluated the refinancing of the 2016 Facility and determined  $202.5 million  should be accounted for as a debt modification and  $47.5 million  should be new debt issuance. The Company incurred  $1.0 million  in financing costs of which  $0.2 million  was expensed and  $0.8 million  was capitalized and is being amortized using the effective interest rate method.
The 2018 Facility is secured by substantially all assets of the Company and requires compliance with certain financial and non-financial covenants. As of June 30, 2018 , the Company was in compliance with all covenants.
As of June 30, 2018 , the scheduled principal payments on debt outstanding under the 2018 Facility were as follows (in thousands):
Remainder of fiscal year 2018
$
2,500

Fiscal year 2019
3,750

Fiscal year 2020
5,000

Fiscal year 2021
5,000

Fiscal year 2022
6,250

Fiscal year 2023
197,608

Total
$
220,108

(7)    Commitments and Contingencies
WRI leases certain office and retail space and equipment under non-cancelable operating leases with terms expiring at various dates through April 2033 .

13
WINGSTOP INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)

A schedule of future minimum rental payments required under our operating leases, excluding contingent rent, that have initial or remaining non-cancelable lease terms in excess of one year, as of June 30, 2018 , is as follows (in thousands):
Remainder of fiscal year 2018
$
956

Fiscal year 2019
1,824

Fiscal year 2020
1,700

Fiscal year 2021
1,547

Fiscal year 2022
1,494

Fiscal year 2023
1,296

Thereafter
4,121

Total
$
12,938

Rent expense under cancelable and non-cancelable leases was $561,000 and $489,000 for the thirteen weeks ended June 30, 2018 and July 1, 2017 , respectively, and $1.1 million and $980,000 for the twenty-six weeks ended June 30, 2018 and July 1, 2017 , respectively.
The Company is subject to legal proceedings, claims and liabilities, such as employment-related claims and premises-liability cases, which arise in the ordinary course of business and are generally covered by insurance. In the opinion of management, the amount of ultimate liability with respect to those actions should not have a material adverse impact on the Company’s financial position, results of operations or cash flows.
(8)      Stock-Based Compensation
Stock-based compensation is measured at the grant date, based on the calculated fair value of the award, and is recognized as expense over the requisite employee service period (generally the vesting period of the grant). The Company recognized $1.3 million in stock compensation expense for the twenty-six weeks ended June 30, 2018 , with a corresponding increase to additional paid-in-capital. Stock compensation expense is included in SG&A in the Consolidated Statements of Operations.
Stock Options
The following table summarizes stock option activity (in thousands, except per share data):
 
Stock Options
 
Weighted Average Exercise Price
 
Aggregate Intrinsic Value
 
Weighted Average Remaining Term
Outstanding - December 30, 2017
420

 
$
5.45

 
$
14,068

 
5.7
Options granted
2

 
44.03

 
 
 
 
Options exercised
(136
)
 
3.34

 
 
 
 
Options canceled
(27
)
 
6.68

 
 
 
 
Outstanding - June 30, 2018
259

 
$
5.88

 
$
11,963

 
5.3
The total grant-date fair value of stock options vested during the twenty-six weeks ended June 30, 2018 was $0.5 million . The total intrinsic value of stock options exercised during the twenty-six weeks ended June 30, 2018 was $6.3 million . As of June 30, 2018 , total unrecognized compensation expense related to unvested stock options was $0.6 million , which is expected to be recognized over a weighted-average period of 1.4 years.

14
WINGSTOP INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)

Restricted Stock Units and Performance Stock Units
The following table summarizes activity related to restricted stock units and performance stock units (in thousands, except per share data):
 
Restricted Stock Units
 
Weighted Average Grant Date Fair Value
 
Performance Stock Units
 
Weighted Average Grant Date Fair Value
Outstanding - December 30, 2017
94

 
$
27.11

 
86

 
$
27.63

Units granted
59

 
44.25

 
54

 
44.27

Units vested
(28
)
 
26.74

 
(14
)
 
26.25

Units canceled
(12
)
 
27.83

 
(7
)
 
26.30

Outstanding - June 30, 2018
113

 
$
36.07

 
119

 
$
38.31

The fair value of restricted stock units and performance stock units is based on the closing market price of the stock on the date of grant. The restricted stock units granted during the twenty-six weeks ended June 30, 2018 vest over a three year service period. As of June 30, 2018 , total unrecognized compensation expense related to unvested restricted stock units was $3.5 million , which is expected to be recognized over a weighted-average period of 2.2 years.
The performance stock units vest based on the outcome of certain performance criteria. For performance stock units granted during the twenty-six weeks ended June 30, 2018 , the amount of units that can be earned range from 0% to 100% of the number of performance awards granted, based on the achievement of certain adjusted EBITDA targets, as defined by the applicable award agreement, over a performance period of one to three years. The compensation expense related to the performance stock units is recognized over the vesting period when the achievement of the performance conditions become probable. During the twenty-six weeks ended June 30, 2018 , there was a modification to certain awards resulting in additional compensation expense of $0.9 million over the remaining term of the awards.
As of June 30, 2018 , total unrecognized compensation expense related to unvested performance stock units was $4.1 million , which is expected to be recognized over a weighted-average period of 2.0 years.
Restricted Stock Awards
The fair value of the non-vested restricted stock awards is based on the closing price on the date of grant. As of  June 30, 2018 , total unrecognized compensation expense related to unvested restricted stock awards was $0.5 million , which will be recognized over a weighted average period of approximately  2.1 years .
(9)      Business Segments
The Company’s business operates in two segments: the “Franchise” segment and the “Company” segment. The Franchise segment consists of domestic and international franchise restaurants, which represent the majority of our system-wide restaurants. As of  June 30, 2018 , the franchise operations segment consisted of  1,162  restaurants operated by Wingstop franchisees in the United States and  nine  countries outside of the United States as compared to  1,035  franchised restaurants in operation as of  July 1, 2017 . Franchise operations revenue consists primarily of franchise royalty revenue, advertising fee revenue, franchise and development fees revenue, international territory fees, and other revenue.
As of June 30, 2018 , the Company segment consisted of 26 company-owned restaurants, located in the United States, as compared to 21 company-owned restaurants as of July 1, 2017 . Company restaurant sales are comprised of food and beverage sales at company-owned restaurants. Company restaurant expenses are operating expenses at company-owned restaurants and include food, beverage, labor, benefits, utilities, rent and other operating costs.

15
WINGSTOP INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)

Information on segments and a reconciliation to income before taxes are as follows (in thousands):
 
Thirteen Weeks Ended
 
Twenty-Six Weeks Ended
 
June 30,
2018
 
July 1,
2017
 
June 30,
2018
 
July 1,
2017
 
 
 
As adjusted*
 
 
 
As adjusted*
Revenue:
 
 
 
 
 
 
 
Franchise segment
$
25,559

 
$
22,733

 
$
51,945

 
$
47,597

Company segment
11,478

 
8,845

 
22,481

 
17,391

Total segment revenue
$
37,037

 
$
31,578

 
$
74,426

 
$
64,988

 
 
 
 
 
 
 
 
Segment Profit:
 
 
 
 
 
 
 
Franchise segment
$
7,175

 
$
7,108

 
$
15,562

 
$
14,554

Company segment
2,751

 
1,078

 
5,392

 
2,157

Total segment profit
9,926

 
8,186

 
20,954

 
16,711

Corporate and other  (1)
—

 
—

 
1,462

 
—

Interest expense, net
2,342

 
1,307

 
4,078

 
2,606

Income before taxes
$
7,584

 
$
6,879

 
$
15,414

 
$
14,105

 
(1) Corporate and other includes corporate related items not allocated to reportable segments and consists primarily of expenses associated with the refinancing of the 2016 Facility and payment of a special dividend.
* See Note 1 .
(10)    Restaurant Acquisitions
On February 19, 2018, April 16, 2018 and May 1, 2018, the Company acquired one existing restaurant from three separate franchisees. The total purchase prices were  $1.9 million , $1.9 million , and $2.2 million , respectively, which were funded by cash flows from operations.
The following table summarizes the preliminary allocations of the purchase prices to the estimated fair values of assets acquired and liabilities assumed at the date of the acquisitions (in thousands): 
 
Purchase Price Allocation
 
February 19, 2018
 
April 16, 2018
 
May 1, 2018
 
Acquisition
 
Acquisition
 
Acquisition
Working capital
$
4

 
$
20

 
$
7

Property and equipment
26

 
160

 
28

Reacquired franchise rights
541

 
1,277

 
887

Goodwill
1,331

 
458

 
1,309

Gift card liability
(2
)
 
—

 
—

Total purchase price
$
1,900

 
$
1,915

 
$
2,231

The results of the operations of these locations are included in our Consolidated Statements of Operations as of the date of acquisitions. The acquisitions were accounted for as business combinations.
The estimates of fair value are preliminary, and are therefore subject to further refinement. The excess of the purchase price over the aggregate fair value of assets acquired was allocated to goodwill and is attributable to the benefits expected as a result of the acquisition, including sales and unit growth opportunities. As of June 30, 2018 , $3.1 million of the goodwill from these acquisitions is expected to be deductible for federal income tax purposes.
Pro-forma financial information of the combined entities is not presented due to the immaterial impact of the financial results of the acquired restaurants on our consolidated financial statements.

16
WINGSTOP INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)

The fair value measurements of tangible and intangible assets and liabilities as of the acquisition dates are based on significant inputs not observed in the market and thus represents a Level 3 fair value measurement. Fair value measurements for reacquired franchise rights were determined using the income approach. Fair value measurements for property and equipment were determined using the cost approach.
(11)    Revenue from Contracts with Customers
Revenue from contracts with customers consist primarily of royalties, advertising fund contributions, initial and renewal franchise fees and upfront fees from development agreements and international territory agreements. These performance obligations under franchise agreements consist of (a) a franchise license, (b) pre-opening services, such as training, and (c) ongoing services, such as management of the Ad Fund, development of training materials and menu items and restaurant monitoring. These performance obligations are highly interrelated so they are not considered to be individually distinct and therefore are accounted for as a single performance obligation, which is satisfied by providing a right to use our intellectual property over the term of each franchise agreement.
Royalties, including franchisee contributions to the advertising fund, are calculated as a percentage of franchise restaurant sales over the term of the franchise agreement. Initial and renewal franchise fees are payable by the franchisee prior to the restaurant opening or at the time of a renewal of an existing franchise agreement. Franchise agreement royalties, inclusive of advertising fund contributions, represent sales-based royalties that are related entirely to the performance obligation under the franchise agreement and are recognized as franchise sales occur. Additionally, initial and renewal franchise fees are recognized as revenue on a straight-line basis over the term of the respective agreement. The performance obligation under development agreements and international territory agreements generally consists of an obligation to grant exclusive development rights over a stated term. These development rights are not distinct from franchise agreements, so upfront fees paid by franchisees for development rights are deferred and apportioned to each franchise restaurant opened by the franchisee. The pro rata amount apportioned to each restaurant is accounted for as an initial franchise fee.
The following table represents a disaggregation of revenue from contracts with customers for the thirteen and twenty-six weeks ended June 30, 2018 and July 1, 2017 (in thousands):
 
Thirteen Weeks Ended
 
Twenty-Six Weeks Ended
 
June 30, 2018
 
July 1, 2017
 
June 30, 2018
 
July 1, 2017
 
 
 
As adjusted*
 
 
 
As adjusted*
Royalty revenue
$
14,950

 
$
13,133

 
$
30,336

 
$
25,824

Advertising fees and related income
8,355

 
7,466

 
16,960

 
14,734

Franchise fees
618

 
527

 
1,304

 
1,268

* See Note 1 .
Franchise fee, development fee, and international territory fee payments received by the Company are recorded as deferred revenue on the Consolidated Balance Sheets, which represents a contract liability. Deferred revenue is reduced as fees are recognized in revenue over the term of the franchise license for the respective restaurant. Approximately $9.3 million and $10.1 million of deferred revenue as of June 30, 2018 and December 30, 2017 , respectively, relates to restaurants that have not yet opened, so the fees are not yet being amortized. The weighted average remaining amortization period for deferred franchise and renewal fees related to open restaurants is 7.7 years . The Company does not have any material contract assets as of June 30, 2018 .

17

Item 2.     Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of the financial condition and results of operations of Wingstop Inc. (collectively with its direct and indirect subsidiaries on a consolidated basis, “Wingstop,” the “Company,” “we,” “our,” or “us”) should be read in conjunction with the accompanying unaudited consolidated financial statements and related notes in Part I, Item 1 of this Quarterly Report on Form 10-Q (this “Quarterly Report”) and with the audited consolidated financial statements and the related notes included in our Annual Report on Form 10-K for the fiscal year ended December 30, 2017 (our “Annual Report”). The statements in this discussion regarding industry outlook, our expectations regarding our future performance, liquidity and capital resources, and other non-historical statements in this discussion are forward-looking statements. These forward-looking statements are subject to risks and uncertainties, including, but not limited to, the risks and uncertainties described in “Special Note Regarding Forward-Looking Statements,” below, and “Risk Factors” on page 15 of our Annual Report. Our actual results may differ materially from those contained in or implied by any forward-looking statements.
We operate on a 52 or 53 week fiscal year ending on the last Saturday of each calendar year. Our fiscal quarters are comprised of 13 weeks, with the exception of the fourth quarter of a 53 week year, which contains 14 weeks. Fiscal years 2018 and 2017 each contain 52 weeks.
Amounts presented in this Part I, Item 2 for the thirteen and twenty-six weeks ended July 1, 2017 have been retrospectively adjusted to reflect the adoption of ASU 2014-09. See Note 1 to our consolidated financial statements, Basis of Presentation, for more information regarding such adjustment.
Overview
Wingstop is a high-growth franchisor and operator of restaurants that offer cooked-to-order, hand-sauced and tossed chicken wings.

We believe we pioneered the concept of wings as a “center-of-the-plate” item for all of our meal occasions. While other concepts include wings as add-on menu items or focus on wings in a bar or sports-centric setting, we are singularly focused on wings, fries and sides, which generate approximately 92% of our system-wide sales.

We offer 11 bold, distinctive, and craveable flavors on our bone-in and boneless chicken wings, paired with hand-cut, seasoned fries and sides made fresh daily. Our menu is highly-customizable for different dining occasions, and we believe it delivers a compelling value proposition for groups, families, and individuals. We have broad and growing consumer appeal anchored by a sought after core demographic of 18-34 year old Millennials, which we believe is a loyal consumer group that dines at fast casual restaurants more frequently than other groups.

Wingstop is the largest fast casual chicken wings-focused restaurant chain in the world and has demonstrated strong, consistent growth. As of June 30, 2018 , we had a total 1,188 restaurants across 43 states and ten countries in our system. Our restaurant base is 98% franchised, with 1,162 franchised locations (including 122 international locations) and 26 company-owned restaurants.

18

Key Performance Indicators
Key measures that we use in evaluating our restaurants and assessing our business include the following:
Number of restaurants. Management reviews the number of new restaurants, the number of closed restaurants, and the number of acquisitions and divestitures of restaurants to assess net new restaurant growth.
 
Thirteen Weeks Ended
 
Twenty-Six Weeks Ended
 
June 30,
2018
 
July 1,
2017
 
June 30,
2018
 
July 1,
2017
Domestic Franchised Activity:
 
 
 
 
 
 
 
Beginning of period
1,021

 
927

 
1,004

 
901

Openings
21

 
23

 
43

 
51

Closures
—

 
(4
)
 
(4
)
 
(6
)
Acquired by Company
(2
)
 
—

 
(3
)
 
—

Restaurants end of period
1,040

 
946

 
1,040

 
946

 
 
 
 
 
 
 
 
Domestic Company-Owned Activity:
 
 
 
 
 
 
 
Beginning of period
24

 
21

 
23

 
21

Openings
—

 
—

 
—

 
—

Closures
—

 
—

 
—

 
—

Acquired from franchisees
2

 
—

 
3

 
—

Restaurants end of period
26

 
21

 
26

 
21

 
 
 
 
 
 
 
 
Total Domestic Restaurants
1,066

 
967

 
1,066

 
967

 
 
 
 
 
 
 
 
International Franchised Activity:
 
 
 
 
 
 
 
Beginning of period
112

 
83

 
106

 
76

Openings
10

 
8

 
16

 
15

Closures
—

 
(2
)
 
—

 
(2
)
Restaurants end of period
122

 
89

 
122

 
89

 
 
 
 
 
 
 
 
Total System-wide Restaurants
1,188

 
1,056

 
1,188

 
1,056

System-wide sales. System-wide sales represents net sales for all of our company-owned and franchised restaurants, with franchised restaurant sales reported by franchisees. While we do not record franchised restaurant sales as revenue, our royalty revenue is calculated based on a percentage of franchised restaurant sales, which generally ranges from 5.0% to 6.0% of gross sales, net of discounts. This measure allows management to better assess changes in our royalty revenue, our overall store performance, the health of our brand, and the strength of our market position relative to competitors. Our system-wide sales growth is driven by new restaurant openings as well as increases in same store sales.
Average unit volume (“AUV”). AUV consists of the average annual sales of all restaurants that have been open for a trailing 52-week period or longer. This measure is calculated by dividing sales during the applicable period for all restaurants being measured by the number of restaurants being measured. Domestic AUV includes revenue from both company-owned and franchised restaurants. AUV allows management to assess our company-owned and franchised restaurant economics. Changes in AUV are primarily driven by increases in same store sales and are also influenced by opening new restaurants.
Same store sales. Same store sales reflects the change in year-over-year sales for the same store base. We define the same store base to include those restaurants open for at least 52 full weeks. This measure highlights the performance of existing restaurants, while excluding the impact of new restaurant openings and closures. We review same store sales for company-owned restaurants as well as system-wide restaurants. Same store sales are driven by changes in transactions and average transaction size. Transaction size changes are driven by price changes or product mix shifts from either a change in the number of items purchased or shifts into higher or lower priced categories of items.
 

19

EBITDA and Adjusted EBITDA. We define EBITDA as net income before interest expense, net, income tax expense, and depreciation and amortization. We define Adjusted EBITDA as EBITDA further adjusted for transaction costs, gains and losses on the disposal of assets, and stock-based compensation expense. EBITDA and Adjusted EBITDA may not be comparable to other similarly titled measures of other companies due to differences in methods of calculation. For a reconciliation of net income to EBITDA and Adjusted EBITDA see the table below. For further discussion of EBITDA and Adjusted EBITDA as non-GAAP measures and how we utilize them, see footnote 2 below.
The following table sets forth our key performance indicators as well as our total revenue and net income for the thirteen and twenty-six weeks ended June 30, 2018 and July 1, 2017 (dollars in thousands):
 
Thirteen Weeks Ended
 
Twenty-Six Weeks Ended
 
June 30, 2018
 
July 1, 2017
 
June 30, 2018
 
July 1, 2017
Number of system-wide restaurants open at end of period
1,188

 
1,056

 
1,188

 
1,056

System-wide sales (1)
$
304,858

 
$
268,504

 
$
617,838

 
$
528,420

Domestic restaurant AUV
$
1,124

 
$
1,095

 
$
1,124

 
$
1,095

System-wide domestic same store sales growth
4.3
%
 
2.0
%
 
6.8
%
 
0.5
 %
Company-owned domestic same store sales growth
3.5
%
 
0.8
%
 
7.7
%
 
(2.1
)%
Total revenue
$
37,037

 
$
31,578

 
$
74,426

 
$
64,988

Net income
$
6,839

 
$
4,907

 
$
13,007

 
$
11,164

Adjusted EBITDA (2)
$
11,747

 
$
9,243

 
$
24,239

 
$
18,778

 
(1) The percentage of system-wide sales attributable to company-owned restaurants was 3.8% and 3.3% for the thirteen weeks ended June 30, 2018 and July 1, 2017 , respectively, and was 3.6% and 3.3% for the twenty-six weeks ended June 30, 2018 and July 1, 2017 , respectively. The remainder was generated by franchised restaurants, as reported by our franchisees.
(2) EBITDA and Adjusted EBITDA are supplemental measures of our performance that are not required by, or presented in accordance with, accounting principles generally accepted in the United States (“GAAP”). EBITDA and Adjusted EBITDA are not measurements of our financial performance under GAAP and should not be considered as an alternative to net income or any other performance measure derived in accordance with GAAP, or as an alternative to cash flows from operating activities as a measure of our liquidity.
We define “EBITDA” as net income before interest expense, net, income tax expense, and depreciation and amortization. We define “Adjusted EBITDA” as EBITDA further adjusted for transaction costs, gains and losses on the disposal of assets, and stock-based compensation expense. There were no gains or losses on disposal of assets during the thirteen and twenty-six weeks ended June 30, 2018 and July 1, 2017 . We caution investors that amounts presented in accordance with our definitions of EBITDA and Adjusted EBITDA may not be comparable to similar measures disclosed by our competitors, because not all companies and analysts calculate EBITDA and Adjusted EBITDA in the same manner. We present EBITDA and Adjusted EBITDA because we consider them to be important supplemental measures of our performance and believe they are frequently used by securities analysts, investors, and other interested parties in the evaluation of companies in our industry. Management believes that investors’ understanding of our performance is enhanced by including these non-GAAP financial measures as a reasonable basis for comparing our ongoing results of operations. Many investors are interested in understanding the performance of our business by comparing our results from ongoing operations on a period-over-period basis and would ordinarily add back non-cash expenses such as depreciation and amortization, as well as items that are not part of normal day-to-day operations of our business.
Management uses EBITDA and Adjusted EBITDA:
•
as a measurement of operating performance because they assist us in comparing the operating performance of our restaurants on a consistent basis, as they remove the impact of items not directly resulting from our core operations;
•
for planning purposes, including the preparation of our internal annual operating budget and financial projections;
•
to evaluate the performance and effectiveness of our operational strategies;
•
to evaluate our capacity to fund capital expenditures and expand our business; and
•
to calculate incentive compensation payments for our employees, including assessing performance under our annual incentive compensation plan and determining the vesting of performance-based equity awards.

20

By providing these non-GAAP financial measures, together with a reconciliation to the most comparable GAAP measure, we believe we are enhancing investors’ understanding of our business and our results of operations, as well as assisting investors in evaluating how well we are executing our strategic initiatives. In addition, the instruments governing our indebtedness use EBITDA (with additional adjustments) to measure our compliance with covenants, such as our fixed charge coverage, lease adjusted leverage, and debt incurrence. EBITDA and Adjusted EBITDA have limitations as analytical tools and should not be considered in isolation, or as an alternative to, or a substitute for net income or other financial statement data presented in our consolidated financial statements as indicators of financial performance. Some of the limitations are:
•
such measures do not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments;
•
such measures do not reflect changes in, or cash requirements for, our working capital needs;
•
such measures do not reflect the interest expense or the cash requirements necessary to service interest or principal payments on our debt;
•
such measures do not reflect our tax expense or the cash requirements to pay our taxes;
•
although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future and such measures do not reflect any cash requirements for such replacements; and
•
other companies in our industry may calculate such measures differently than we do, limiting their usefulness as comparative measures.
Due to these limitations, EBITDA and Adjusted EBITDA should not be considered as measures of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our GAAP results and using these non-GAAP measures only supplementally. As noted in the table below, Adjusted EBITDA includes adjustments for transaction costs, gains and losses on disposal of assets, and stock-based compensation, among other items. It is reasonable to expect that these items will occur in future periods. However, we believe these adjustments are appropriate because the amounts recognized can vary significantly from period to period, do not directly relate to the ongoing operations of our restaurants, and complicate comparisons of our internal operating results and operating results of other restaurant companies over time. Each of the normal recurring adjustments and other adjustments described in this paragraph and in the reconciliation table below help management measure our core operating performance over time by removing items that are not related to day-to-day operations.
The following table reconciles net income to EBITDA and Adjusted EBITDA for the thirteen and twenty-six weeks ended June 30, 2018 and July 1, 2017 (in thousands):
 
Thirteen Weeks Ended
 
Twenty-Six Weeks Ended
 
June 30,
2018
 
July 1,
2017
 
June 30,
2018
 
July 1,
2017
Net income
$
6,839

 
$
4,907

 
$
13,007

 
$
11,164

Interest expense, net
2,342

 
1,307

 
4,078

 
2,606

Income tax expense
745

 
1,972

 
2,407

 
2,941

Depreciation and amortization
1,079

 
771

 
2,029

 
1,526

EBITDA
$
11,005

 
$
8,957

 
$
21,521

 
$
18,237

Additional adjustments:
 
 
 
 
 
 
 
Transaction costs (a)
—

 
—

 
1,462

 
—

Stock-based compensation expense (b)
742

 
286

 
1,256

 
541

Adjusted EBITDA
$
11,747

 
$
9,243

 
$
24,239

 
$
18,778

 
(a) Represents costs and expenses related to the refinancing of the senior secured credit facility dated June 30, 2016 (the “2016 Facility”) and payment of a special dividend; all transaction costs are included in selling, general and administrative expenses (“SG&A”).
(b) Includes non-cash, stock-based compensation.

21

Results of Operations
Thirteen Weeks Ended June 30, 2018 compared to Thirteen Weeks Ended July 1, 2017
The following table sets forth our results of operations for the thirteen weeks ended June 30, 2018 and July 1, 2017 (dollars in thousands):
 
Thirteen Weeks Ended
 
Increase / (Decrease)
 
June 30,
2018
 
July 1,
2017
 
$
 
%
Revenue:
 
 
 
 
 
 
 
Royalty revenue, franchise fees and other
$
17,204

 
$
15,267

 
$
1,937

 
12.7
 %
Advertising fees and related income
8,355

 
7,466

 
889

 
11.9
 %
Company-owned restaurant sales
11,478

 
8,845

 
2,633

 
29.8
 %
Total revenue
37,037

 
31,578

 
5,459

 
17.3
 %
Costs and expenses:
 
 
 
 
 
 
 
Cost of sales (1)
7,745

 
6,867

 
878

 
12.8
 %
Advertising expenses
8,209

 
7,574

 
635

 
8.4
 %
Selling, general and administrative
10,078

 
8,180

 
1,898

 
23.2
 %
Depreciation and amortization
1,079

 
771

 
308

 
39.9
 %
Total costs and expenses
27,111

 
23,392

 
3,719

 
15.9
 %
Operating income
9,926

 
8,186

 
1,740

 
21.3
 %
Interest expense, net
2,342

 
1,307

 
1,035

 
79.2
 %
Income before income tax expense
7,584

 
6,879

 
705

 
10.2
 %
Income tax expense
745

 
1,972

 
(1,227
)
 
(62.2
)%
Net income
$
6,839

 
$
4,907

 
$
1,932

 
39.4
 %
 
(1) Cost of sales excludes depreciation and amortization, which are presented separately, and includes advertising expenses incurred at company-owned restaurants.
Total revenue. During the thirteen weeks ended June 30, 2018 , total revenue was $37.0 million , an increase of $5.5 million , or 17.3% , compared to $31.6 million in the comparable period in 2017 .
Royalty revenue, franchise fees and other. During the thirteen weeks ended June 30, 2018 , royalty revenue, franchise fees and other was $17.2 million , an increase of $1.9 million , or 12.7% , compared to $15.3 million in the comparable period in 2017 . Royalty revenue increased $1.8 million due to 127 net franchise restaurant openings since July 1, 2017 and domestic same store sales growth of 4.3% .
Advertising fees and related income. During the thirteen weeks ended June 30, 2018 , advertising fees and related income was $8.4 million , an increase of $0.9 million , or 11.9% , compared to $7.5 million in the comparable period in 2017 . Advertising fees increased primarily due to the increase in system-wide sales in the thirteen weeks ended June 30, 2018 compared to the thirteen weeks ended July 1, 2017 .
Company-owned restaurant sales. During the thirteen weeks ended June 30, 2018 , company-owned restaurant sales were $11.5 million , an increase of $2.6 million , or 29.8% , compared to $8.8 million in the comparable period in 2017 . The increase was primarily due to the acquisition of five franchised restaurants since the prior year comparable period resulting in additional sales of $2.3 million and company-owned domestic same store sales growth of  3.5% , which was driven by an increase in average transaction size.
Cost of sales. During the thirteen weeks ended June 30, 2018 , cost of sales was $7.7 million , an increase of $0.9 million , or 12.8% , compared to $6.9 million in the comparable period in 2017 . Cost of sales as a percentage of company-owned restaurant sales was 67.5% in the thirteen weeks ended June 30, 2018 compared to 77.6% in the comparable period in 2017 .


22

The table below presents the major components of cost of sales (dollars in thousands):
 
 
Thirteen Weeks Ended
 
 
June 30,
2018
 
As a % of company-owned restaurant sales
 
July 1,
2017
 
As a % of company-owned restaurant sales
 
 
Cost of sales:
 
 
 
 
 
 
 
 
Food, beverage and packaging costs
$
3,696

 
32.2
 %
 
$
3,512

 
39.7
 %
 
Labor costs
2,549

 
22.2
 %
 
2,124

 
24.0
 %
 
Other restaurant operating expenses
1,789

 
15.6
 %
 
1,459

 
16.5
 %
 
Vendor rebates
(289
)
 
(2.5
)%
 
(228
)
 
(2.6
)%
 
Total cost of sales
$
7,745

 
67.5
 %
 
$
6,867

 
77.6
 %
Food, beverage and packaging costs as a percentage of company-owned restaurant sales were 32.2% in the thirteen weeks ended June 30, 2018 compared to 39.7% in the comparable period in 2017 . The decrease was primarily due to a 22.9% decrease in the cost of bone-in chicken wings as compared to the prior year period.
Labor costs as a percentage of company-owned restaurant sales were 22.2% for the thirteen weeks ended June 30, 2018 , compared to 24.0% in the comparable period in 2017 . The decrease as a percentage of company-owned restaurant sales was primarily due to our ability to leverage costs due to the company-owned domestic same store sales increase of  3.5% .
Other restaurant operating expenses as a percentage of company-owned restaurant sales were 15.6% for the thirteen weeks ended June 30, 2018 compared to 16.5% in the comparable period in 2017 . The decrease as a percentage of company-owned restaurant sales was primarily due to our ability to leverage costs due to the company-owned domestic same store sales increase of  3.5% .
Advertising expenses. During the thirteen weeks ended June 30, 2018 , advertising expenses were $8.2 million , an increase of $0.6 million compared to $7.6 million in the comparable period in 2017 . Under the new accounting guidance, advertising expenses are recognized at the same time the related revenue is recognized, which does not necessarily correlate to actual timing of the advertising spend.
  Selling, general and administrative. During the thirteen weeks ended June 30, 2018 , SG&A expense was $10.1 million , an increase of $1.9 million compared to $8.2 million in the comparable period in 2017 . The increase in SG&A expense was primarily due to an increase in payroll and benefit expenses related to planned headcount additions, as compared to the prior year period.
Depreciation and amortization. During the thirteen weeks ended June 30, 2018 , depreciation expense was $1.1 million , an increase of $0.3 million compared to $0.8 million in the comparable period in 2017 . The increase in depreciation and amortization was primarily due to additional amortization associated with reacquired franchise rights resulting from the acquisition of franchised restaurants.
Interest expense, net. During the thirteen weeks ended June 30, 2018 , interest expense was $2.3 million , an increase of $1.0 million compared to $1.3 million in the comparable period in 2017 . The increase was primarily due to an increase in the principal amount of indebtedness and applicable interest rate related to the refinancing of the 2016 Facility in January 2018.
Income tax expense. Income tax expense was $0.7 million in the thirteen weeks ended June 30, 2018 , yielding an effective tax rate of 9.8% , compared to an effective tax rate of 28.7% in the prior year. The decrease in the effective tax rate was due to $1.2 million in tax benefits resulting from the recognition of excess tax benefits from stock-based compensation in income tax expense compared to $0.7 million of excess tax benefits in the prior year period, as well as the reduction in the federal statutory rate for the thirteen weeks ended June 30, 2018 from 35% to 21% effective the first day of fiscal 2018.

23

Segment results. The following table sets forth our revenue and operating profit for each of our segments for the period presented (dollars in thousands):
 
Thirteen Weeks Ended
 
Increase / (Decrease)
 
June 30,
2018
 
July 1,
2017
 
$
 
%
Revenue:
 
 
 
 
 
 
 
Franchise segment
$
25,559

 
$
22,733

 
$
2,826

 
12.4
%
Company segment
11,478

 
8,845

 
2,633

 
29.8
%
Total segment revenue
$
37,037

 
$
31,578

 
$
5,459

 
17.3
%
 
 
 
 
 
 
 
 
Segment Profit:
 
 
 
 
 
 
 
Franchise segment
$
7,175

 
$
7,108

 
$
67

 
0.9
%
Company segment
2,751

 
1,078

 
1,673

 
155.2
%
Total segment profit
$
9,926

 
$
8,186

 
$
1,740

 
21.3
%
Franchise segment. During the thirteen weeks ended June 30, 2018 , franchise segment revenue was $25.6 million , an increase of $2.8 million , or 12.4% , compared to $22.7 million in the comparable period in 2017 . Royalty revenue increased $1.8 million due to 127 net franchise restaurant openings since July 1, 2017 and domestic same store sales growth of 4.3% . Advertising fees and related income increased $0.9 million due to the increase in system-wide sales from July 1, 2017 to June 30, 2018 .
During the thirteen weeks ended June 30, 2018 , franchise segment profit was $7.2 million , an increase of $0.1 million , or 0.9% , compared to $7.1 million in the comparable period in 2017 , primarily due to the growth in franchise segment revenue, offset by increases in SG&A, primarily related to planned headcount additions.
Company segment. During the thirteen weeks ended June 30, 2018 , company-owned restaurant sales were $11.5 million , an increase of $2.6 million , or 29.8% , compared to $8.8 million in the comparable period in 2017 . The increase was primarily due to the acquisition of five franchised restaurants since the prior year comparable period resulting in additional sales of $2.3 million and an increase in company-owned domestic same store sales of  3.5% , which was driven by an increase in average transaction size.
During the thirteen weeks ended June 30, 2018 , company segment profit was $2.8 million , an increase of $1.7 million , or 155.2% , compared to $1.1 million in the comparable period in 2017 . The increase was due to a combined profit of $0.8 million from the five additional company-owned locations acquired from franchisees in the periods subsequent to July 1, 2017 . Additionally, a 22.9% decrease in the cost of bone-in chicken wings, as well as the leveraging of fixed costs due to the company-owned same store sales growth of 3.5% further increased company segment profit in the thirteen weeks ended June 30, 2018 compared to the prior year period.

24

Twenty-Six Weeks Ended June 30, 2018 compared to Twenty-Six Weeks Ended July 1, 2017
The following table sets forth our results of operations for the twenty-six weeks ended June 30, 2018 and July 1, 2017 (dollars in thousands):
 
Twenty-Six Weeks Ended
 
Increase / (Decrease)
 
June 30,
2018
 
July 1,
2017
 
$
 
%
Revenue:
 
 
 
 
 
 
 
Royalty revenue, franchise fees and other
$
34,985

 
$
32,863

 
$
2,122

 
6.5
 %
Advertising fees and related income
16,960

 
14,734

 
2,226

 
15.1
 %
Company-owned restaurant sales
22,481

 
17,391

 
5,090

 
29.3
 %
Total revenue
74,426

 
64,988

 
9,438

 
14.5
 %
Costs and expenses:
 
 
 
 
 
 
 
Cost of sales (1)
15,142

 
13,467

 
1,675

 
12.4
 %
Advertising expenses
16,852

 
16,857

 
(5
)
 
—
 %
Selling, general and administrative
20,911

 
16,427

 
4,484

 
27.3
 %
Depreciation and amortization
2,029

 
1,526

 
503

 
33.0
 %
Total costs and expenses
54,934

 
48,277

 
6,657

 
13.8
 %
Operating income
19,492

 
16,711

 
2,781

 
16.6
 %
Interest expense, net
4,078

 
2,606

 
1,472

 
56.5
 %
Income before income tax expense
15,414

 
14,105

 
1,309

 
9.3
 %
Income tax expense
2,407

 
2,941

 
(534
)
 
(18.2
)%
Net income
$
13,007

 
$
11,164

 
$
1,843

 
16.5
 %
 
(1) Exclusive of depreciation and amortization, shown separately.
Total revenue. During the twenty-six weeks ended June 30, 2018 , total revenue was $74.4 million , an increase of $9.4 million , or 14.5% , compared to $65.0 million in the comparable period in 2017 .
Royalty revenue, franchise fees and other. During the twenty-six weeks ended June 30, 2018 , royalty revenue, franchise fees and other was $35.0 million , an increase of $2.1 million , or 6.5% , compared to $32.9 million in the comparable period in 2017 . Royalty revenue increased $4.5 million due to 127 net franchise restaurant openings since July 1, 2017 and domestic same store sales growth of 6.8% . Other revenue decreased $2.4 million , primarily due to a one-time payment received in conjunction with a new vendor agreement that was executed during the first quarter of 2017. The funding from this agreement was used to support our national advertising campaign.
Advertising fees and related income. During the twenty-six weeks ended June 30, 2018 , advertising fees and related income was $17.0 million , an increase of $2.2 million , or 15.1% , compared to $14.7 million in the comparable period in 2017. Advertising fees increased primarily due to the increase in system-wide sales in the twenty-six weeks ended June 30, 2018 compared to the twenty-six weeks ended July 1, 2017 .
Company-owned restaurant sales. During the twenty-six weeks ended June 30, 2018 , company-owned restaurant sales were $22.5 million , an increase of $5.1 million , compared to $17.4 million in the comparable period in 2017 . The increase was primarily due to the acquisition of five franchised restaurants since the prior year comparable period resulting in additional sales of $3.6 million , and an increase in company-owned domestic same store sales of 7.7% , which was driven by both an increase in transactions and an increase in average transaction size.
Cost of sales. During the twenty-six weeks ended June 30, 2018 , cost of sales was $15.1 million , an increase of $1.7 million , or 12.4% , compared to $13.5 million in the comparable period in 2017 . Cost of sales as a percentage of company-owned restaurant sales was 67.4% in the twenty-six weeks ended June 30, 2018 compared to 77.4% in the prior year period.


25

The table below presents the major components of cost of sales (dollars in thousands):
 
 
Twenty-Six Weeks Ended
 
 
June 30,
2018
 
As a % of company-owned restaurant sales
 
July 1,
2017
 
As a % of company-owned restaurant sales
 
 
Cost of sales:
 
 
 
 
 
 
 
 
Food, beverage and packaging costs
$
7,380

 
32.8
 %
 
$
6,866

 
39.5
 %
 
Labor costs
4,934

 
21.9
 %
 
4,240

 
24.4
 %
 
Other restaurant operating expenses
3,395

 
15.1
 %
 
2,797

 
16.1
 %
 
Vendor rebates
(567
)
 
(2.5
)%
 
(436
)
 
(2.5
)%
 
Total cost of sales
$
15,142

 
67.4
 %
 
$
13,467

 
77.4
 %
Food, beverage and packaging costs as a percentage of company-owned restaurant sales were 32.8% in the twenty-six weeks ended June 30, 2018 compared to 39.5% in the comparable period in 2017 . The decrease is primarily due to a 21.1% decrease in the cost of bone-in chicken wings as compared to the prior year period.
Labor costs as a percentage of company-owned restaurant sales were 21.9% for the twenty-six weeks ended June 30, 2018 compared to 24.4% in the comparable period in 2017 . The decrease as a percentage of company-owned restaurant sales was primarily due to our ability to leverage costs as a result of the company-owned domestic same store sales increase of  7.7% .
Other restaurant operating expenses as a percentage of company-owned restaurant sales were 15.1% for the twenty-six weeks ended June 30, 2018 compared to 16.1% in the comparable period in 2017 . The decrease as a percentage of company-owned restaurant sales was primarily due to our ability to leverage costs as a result of the company-owned domestic same store sales increase of  7.7% .
Advertising expenses. During the twenty-six weeks ended June 30, 2018 , advertising expenses were consistent with those in the comparable period in 2017. Under the new accounting guidance, advertising expenses are recognized at the same time the related revenue is recognized, which does not necessarily correlate to actual timing of the advertising spend.
  Selling, general and administrative. During the twenty-six weeks ended June 30, 2018 , SG&A expense was $20.9 million , an increase of $4.5 million compared to $16.4 million in the comparable period in 2017 . The increase in SG&A expense was primarily due to nonrecurring costs of $1.5 million related to the refinancing of the 2016 Facility and subsequent special dividend payout, which occurred in the first quarter of 2018 . The remaining increase was primarily due to an increase in payroll and benefit expenses related to planned headcount additions.
Depreciation and amortization. During the twenty-six weeks ended June 30, 2018 , depreciation expense was $2.0 million , an increase of $0.5 million , compared to $1.5 million in the comparable period in 2017 . The increase in depreciation and amortization was primarily due to additional amortization associated with reacquired franchise rights resulting from the acquisition of franchised restaurants.
Interest expense, net. During the twenty-six weeks ended June 30, 2018 , interest expense was $4.1 million , an increase of $1.5 million compared to $2.6 million in the comparable period in 2017 . The increase was primarily due to an increase in the principal amount of indebtedness and applicable interest rate related to the refinancing of the 2016 Facility in January 2018.
Income tax expense. Income tax expense was $2.4 million in the twenty-six weeks ended June 30, 2018 , yielding an annual effective tax rate of 15.6% , compared to an annual effective tax rate of 20.9% in the comparable period in 2017 . The decrease in the effective tax rate was due to the reduction in the federal statutory rate from 35% to 21% effective the first day of fiscal 2018. The decrease was partially offset by a decrease in excess tax benefits recognized during the twenty-six weeks ended June 30, 2018 of $1.5 million compared to $2.4 million of excess tax benefits in the prior year period.

26

Segment results. The following table sets forth our revenue and operating profit for each of our segments for the period presented (dollars in thousands):
 
Twenty-Six Weeks Ended
 
Increase / (Decrease)
 
June 30,
2018
 
July 1,
2017
 
$
 
%
Revenue:
 
 
 
 
 
 
 
Franchise segment
$
51,945

 
$
47,597

 
$
4,348

 
9.1
%
Company segment
22,481

 
17,391

 
5,090

 
29.3
%
Total segment revenue
$
74,426

 
$
64,988

 
$
9,438

 
14.5
%
 
 
 
 
 
 
 
 
Segment Profit:
 
 
 
 
 
 
 
Franchise segment
$
15,562

 
$
14,554

 
$
1,008

 
6.9
%
Company segment
5,392

 
2,157

 
3,235

 
150.0
%
Total segment profit
$
20,954

 
$
16,711

 
$
4,243

 
25.4
%
Franchise segment. During the twenty-six weeks ended June 30, 2018 , franchise segment revenue was $51.9 million , an increase of $4.3 million , or 9.1% , compared to $47.6 million in the comparable period in 2017 . Royalty revenue increased $4.5 million primarily due to 127 net franchise restaurant openings since July 1, 2017 and domestic same store sales growth of 6.8% . Other revenue decreased $2.4 million , primarily due to an decrease in vendor rebates related to a one-time payment received in conjunction with a vendor agreement executed during the first quarter of 2017.
During the twenty-six weeks ended June 30, 2018 , franchise segment profit was $15.6 million , an increase of $1.0 million , or 6.9% , compared to $14.6 million in the comparable period in 2017 , primarily due to the growth in revenue, which is offset by increases in payroll and benefit expenses related to planned headcount additions.
Company segment. During the twenty-six weeks ended June 30, 2018 , company-owned restaurant sales were $22.5 million , an increase of $5.1 million , compared to $17.4 million in the comparable period in 2017 . The increase was primarily due to the acquisition of five franchised restaurants since the prior year comparable period resulting in additional sales of $3.6 million and an increase in company-owned domestic same store sales of 7.7% , which was driven by both an increase in transactions and an increase in average transaction size.
During the twenty-six weeks ended June 30, 2018 , company segment profit was $5.4 million , an increase of $3.2 million , or 150.0% , compared to $2.2 million in the comparable period in 2017 . The increase was due to a combined profit of $1.3 million from the five additional company-owned locations acquired from franchisees in the periods subsequent to July 1, 2017 . Additionally, a 21.1% decrease in the cost of bone-in chicken wings, as well as the leveraging of fixed costs due to the company-owned same store sales growth of 7.7% further increased company segment profit in the twenty-six weeks ended June 30, 2018 compared to the prior year period.


27

Liquidity and Capital Resources
General. Our primary sources of liquidity and capital resources are cash provided from operating activities, cash and cash equivalents on hand, and proceeds from the incurrence of debt. Our primary requirements for liquidity and capital are working capital and general corporate needs. Historically, we have operated with minimal positive working capital or negative working capital. We believe that our sources of liquidity and capital will be sufficient to finance our continued operations and growth strategy over the next twelve months.
The following table shows summary cash flows information for the twenty-six weeks ended June 30, 2018 and July 1, 2017 (in thousands):
 
Twenty-Six Weeks Ended
 
June 30,
2018
 
July 1,
2017
Net cash provided by (used in):
 
 
 
Operating activities
$
17,545

 
$
10,565

Investing activities
(7,307
)
 
(1,301
)
Financing activities
(10,965
)
 
(8,688
)
Net change in cash and cash equivalents
$
(727
)
 
$
576

Operating activities . Our cash flows from operating activities are principally driven by sales at both franchise restaurants and company-owned restaurants, as well as franchise and development fees. We collect franchise royalties from our franchise owners on a weekly basis. Restaurant-level operating costs at our company-owned restaurants, unearned franchise and development fees and corporate overhead costs also impact our cash flows from operating activities.
Net cash provided by operating activities was $17.5 million in the twenty-six weeks ended June 30, 2018 , an increase of $7.0 million from $10.6 million in 2017 . The increase was primarily due to the increase in net income as well as timing of changes in working capital.
Investing activities . Our net cash used in investing activities was $7.3 million in the twenty-six weeks ended June 30, 2018 , an increase of $6.0 million from $1.3 million used in investing activities in 2017 . The increase was due to the acquisition of three restaurants from franchisees during 2018.
Financing activities . Our net cash used in financing activities was $11.0 million in the twenty-six weeks ended June 30, 2018 , an increase of $2.3 million from cash used in financing activities of $8.7 million in 2017 . The increase was due to the payment of regular quarterly dividends in the twenty-six weeks ended June 30, 2018 , a special dividend paid in the first quarter of 2018 totaling  $96.9 million , as well as payment of deferred financing costs of $0.8 million related to the refinancing of the 2016 Facility in January 2018. This was partially offset by net borrowings of long-term debt of $86.4 million during the  twenty-six weeks ended   June 30, 2018 , compared to net repayments of  $9.8 million  in the comparable period in  2017 .
Senior secured credit facility . On January 30, 2018, we entered into an amended $250.0 million senior secured credit facility (the “2018 Facility”), which replaced the 2016 Facility. The 2018 Facility consists of a term loan facility in the aggregate amount of $100.0 million and a revolving credit facility up to an aggregate amount of $150.0 million . The 2018 Facility has a five year term and matures on January 30, 2023.
We utilized approximately $230 million of proceeds from the 2018 Facility to refinance $133.8 million of indebtedness under the 2016 Facility and to pay a special cash dividend of $92.7 million to our stockholders. The 2018 Facility bears interest, at our option, at either the prime rate plus an applicable margin ranging from 0.75% to 1.75% or at an adjusted LIBOR rate plus an applicable margin ranging from 1.75% to 2.75% , in each case based on our lease adjusted leverage ratio.
The 2018 Facility is secured by a first-priority security interest in substantially all of our assets. Obligations under the 2018 Facility are guaranteed by the Company and its subsidiaries. The 2018 Facility also requires compliance with certain financial and non-financial covenants, including a specified lease adjusted leverage ratio and a specified fixed charge coverage ratio. Failure to comply with these covenants in the future could cause an acceleration of outstanding amounts under the term loan and revolver and restrict us from borrowing under the revolving credit facility to fund our liquidity requirements.
As of June 30, 2018 , the term loan facility and the revolving credit facility had outstanding balances of $97.5 million and $122.6 million , respectively, bearing interest at 4.59% .

28

Dividends. In the third quarter of 2017, we announced that our Board of Directors authorized a regular dividend program under which we intend to pay quarterly dividends on our common stock, subject to quarterly declarations by our Board of Directors. Dividends of $0.07 per share were announced during the first and second quarters of 2018, and were paid on March 23, 2018 and June 18, 2018 , respectively. Subsequent to the second quarter, our Board of Directors approved a 28.6% increase in the quarterly dividend from $0.07 to $0.09 per share, to be paid on September 18, 2018 to holders of record as of September 4, 2018 .
In addition, during the first quarter of 2018, we paid a special cash dividend of $3.17 per share in connection with the execution of the 2018 Facility.
We do not currently expect the restrictions in the 2018 Facility to impact our ability to make regular quarterly dividend payments pursuant to our quarterly dividend program. However, any future declarations of dividends, as well as the amount and timing of such dividends, is subject to capital availability and the discretion of our Board of Directors, which must evaluate, among other things, whether cash dividends are in the best interest of our stockholders.
Contractual Obligations
In connection with the 2018 Facility, principal payments of $1,250,000 are due quarterly, with all unpaid amounts due at maturity in January 2023 .
Off-Balance Sheet Arrangements
We had no off-balance sheet arrangements or obligations, except for leases, as of June 30, 2018 .
Critical Accounting Policies and Estimates
Our consolidated financial statements and accompanying notes are prepared in accordance with GAAP. Preparing consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses. These estimates and assumptions are affected by the application of our accounting policies. Critical accounting estimates are those that require application of management’s most difficult, subjective or complex judgments, often as a result of matters that are inherently uncertain and may change in subsequent periods. While we apply our judgment based on assumptions believed to be reasonable under the circumstances, actual results could vary from these assumptions. It is possible that materially different amounts would be reported using different assumptions. Our critical accounting policies and estimates are identified and described in our annual consolidated financial statements and the related notes included in our Annual Report, and there have been no material changes since the filing of our Annual Report.
Recent Accounting Pronouncements
See Note 1 to our consolidated financial statements, Basis of Presentation , for a summary of recent accounting pronouncements.
Special Note Regarding Forward-Looking Statements
This document contains statements about future events and expectations that constitute forward-looking statements within the meaning of the federal securities laws. Forward-looking statements are based on the beliefs, assumptions, and expectations of management regarding our future financial and operating performance and growth plans, taking into account the information currently available to us. Such statements include, in particular, statements about our plans, strategies, and prospects. Words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “estimate,” “could,” “would,” “will,” “project,” “may,” “target,” “potential,” “continue,” and variations of such words and similar expressions are intended to identify such forward-looking statements. Examples of forward-looking statements in this Quarterly Report may include, but are not limited to, our expectations with respect to our future revenue, system-wide sales, new restaurant openings, unit level performance, stockholder value, brand awareness, international expansion, liquidity, expenses and consumer appeal. These statements are not guarantees of future performance and involve assumptions and risks and uncertainties that are difficult to predict and many of which are outside of our control. Therefore, actual outcomes and results may differ materially from what is expressed, implied, or forecasted in such forward-looking statements and you should not rely on such statements.
Factors that could cause actual results or outcomes to differ from the results expressed or implied by forward-looking statements include, among other things:

•
our ability to effectively implement our growth strategy;


29

•
risks associated with changes in food and supply costs;

•
our relationships with, and the performance of, our franchisees, as well as actions by franchisees that could harm our business;

•
our ability to identify, recruit and contract with a sufficient number of qualified franchisees;

•
our ability to effectively compete within our industry;

•
our ability to successfully expand into new markets;

•
risks associated with food safety, food-borne illness and other health concerns;

•
risks associated with interruptions in our supply chain;

•
our ability to implement our domestic and international growth strategies;

•
risks associated with data privacy, cyber security, and the use and implementation of information technology;

•
risks associated with litigation against us or our franchisees;

•
our ability to comply with government regulations relating to food products and franchising, including increased costs associated with new or changing regulations;

•
risks associated with the geographic concentration of our business;

•
our ability to maintain adequate insurance coverage for our business;

•
our ability to successfully advertise and market our business;

•
risks associated with changes in customer preferences and perceptions;

•
our ability to protect our intellectual property, including trademarks and trade secrets; and

•
our ability to comply with the covenants and restrictions in the 2018 Facility.
 
The above list of factors is not exhaustive. Some of these and other factors are discussed in more detail under “Risk Factors” in our Annual Report. We assume no obligation to update or revise any forward-looking statements for any reason or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, except as required by applicable securities laws, even if new information becomes available in the future.

30

Item 3.     Quantitative and Qualitative Disclosures About Market Risk
Impact of Inflation. The primary inflationary factors affecting our and our franchisees’ operations are food and beverage costs, labor costs, energy costs and the costs and materials used in the construction of new restaurants. Our restaurant operations are subject to federal and state minimum wage laws governing such matters as working conditions, overtime and tip credits. Significant numbers of our and our franchisees’ restaurant personnel are paid at rates related to the federal and/or state minimum wage and, accordingly, increases in the minimum wage increase our and our franchisees’ labor costs. To the extent permitted by competition and the economy, we have mitigated increased costs by increasing menu prices and may continue to do so if deemed necessary in future years. Substantial increases in costs and expenses could impact our operating results to the extent such increases cannot be passed through to our customers. Historically, inflation has not had a material effect on our results of operations. Severe increases in inflation, however, could affect the global and U.S. economies and could have an adverse impact on our business, financial condition and results of operations.
Commodity Price Risk. We are exposed to market risks from changes in commodity prices. Many of the food products purchased by us are affected by weather, production, availability and other factors outside our control. Although we attempt to minimize the effect of price volatility by negotiating fixed price contracts for the supply of key ingredients, there are no established fixed price markets for fresh bone-in chicken wings, so we are subject to prevailing market conditions. Bone-in chicken wings accounted for approximately 25.9% and 30.7% of our company-owned restaurant cost of sales during the twenty-six weeks ended June 30, 2018 and July 1, 2017 , respectively. A hypothetical 10% increase in the bone-in chicken wing costs would have increased costs of sales by approximately $0.4 million during the twenty-six weeks ended June 30, 2018 . We do not engage in speculative financial transactions nor do we hold or issue financial instruments for trading purposes. In instances when we use fixed pricing arrangements with our suppliers, these arrangements cover our physical commodity needs, are not net-settled, and are accounted for as normal purchases.
Interest Rate Risk. We are subject to interest rate risk in connection with borrowings under the 2018 Facility, which bears interest at variable rates. As of June 30, 2018 , we had $220.1 million outstanding under the 2018 Facility. Derivative financial instruments, such as interest rate swap agreements and interest rate cap agreements, may be used for the purpose of managing fluctuating interest rate exposures that exist from our variable rate debt obligations that are expected to remain outstanding. Interest rate changes do not affect the market value of such debt, but could impact the amount of our interest payments, and accordingly, our future earnings and cash flows, assuming other factors are held constant. A hypothetical 1.0% percentage point increase or decrease in the interest rate associated with our credit facilities would have resulted in a $2.2 million impact on interest expense on an annualized basis.

31

Item 4.     Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2018 , pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There have been no significant changes in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

32

PART II.     OTHER INFORMATION
Item 1.     Legal Proceedings
From time to time we may be involved in claims and legal actions that arise in the ordinary course of business. To our knowledge, there are no material pending legal proceedings to which we are a party or of which any of our property is the subject.
Item 1A.     Risk Factors
A description of the risk factors associated with our business is contained in the “Risk Factors” section of our Annual Report.
There have been no material changes to our Risk Factors as previously reported.
Item 2.     Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3.     Defaults upon Senior Securities
None.
Item 4.     Mine Safety Disclosures
Not applicable.
Item 5.     Other Information
On July 31, 2018, the Compensation Committee of our Board of Directors (the “Compensation Committee”) approved an amended and restated Form of Performance-based Restricted Stock Unit Award Agreement (the “Amended Performance Award Agreement”) under the Wingstop Inc. 2015 Omnibus Incentive Compensation Plan (the “Omnibus Plan”), which may be used by the Compensation Committee to issue equity awards to certain officers and eligible employees of the Company, with vesting based on the Company meeting certain performance criteria for each fiscal year during the vesting period.  The Amended Performance Award Agreement (a) amends the vesting terms, such that awards vest on the date that the Compensation Committee confirms and declares that the respective performance measures have been satisfied rather than on the anniversary of the respective grant date; (b) clarifies that the Compensation Committee may authorize awards using any of the performance measures approved and outlined in the Omnibus Plan; (c) provides for net settlement during blackout periods; and (d) modifies other immaterial language for the sake of consistency and clarity.  Additionally, the Compensation Committee approved an amended and restated Form of Service-based Restricted Stock Unit Award Agreement (the “Amended Service Award Agreement”) to (a) provide for net settlement during blackout periods and (b) modify other immaterial language for the sake of consistency and clarity. The Amended Performance Award Agreement and Amended Service Award Agreement are attached hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.

33

Item 6.    Exhibits
Index to Exhibits
Exhibit No.
Description
3.1
3.2
10.1*
10.2*
31.1*
31.2*
32.1**
32.2**
101 INS*
XBRL Instance Document
101 SCH*
XBRL Taxonomy Extension Schema Document
101 CAL*
XBRL Taxonomy Extension Calculation Linkbase Document
101 DEF*
XBRL Taxonomy Extension Definition Linkbase Document
101 LAB*
XBRL Taxonomy Extension Label Linkbase Document
101 PRE*
XBRL Taxonomy Extension Presentation Linkbase Document
 
* Filed herewith.
** Furnished, not filed.


34

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 thereunto duly authorized.
 
 
 
 
Wingstop Inc.
 
 
 
 
(Registrant)
 
 
 
 
 
Date:
August 3, 2018
 
By:
/s/ Charles R. Morrison
 
 
 
 
Chairman and Chief Executive Officer
 
 
 
 
(Principal Executive Officer)
 
 
 
 
 
Date:
August 3, 2018
 
By:
/s/ Michael J. Skipworth
 
 
 
 
Chief Financial Officer
 
 
 
 
(Principal Financial and Accounting Officer)


35


WINGSTOP INC.
2015 OMNIBUS INCENTIVE COMPENSATION PLAN
PERFORMANCE–BASED RESTRICTED STOCK UNIT AWARD AGREEMENT
This Performance-based Restricted Stock Unit Award Agreement (this “ Award Agreement ”) evidences the award (the “ Award ”) by Wingstop Inc. (the “ Company ”) to [_______] (the “ Grantee ”) of [_______] performance-based restricted stock units (“ PRSUs ”), granted on [_______] (the “ Grant Date ”) in accordance with the Wingstop Inc. 2015 Omnibus Incentive Compensation Plan (the “ Plan ”). The number of PRSUs awarded with respect to each of the following three successive performance periods (each a “ Performance Period ”) is as follows:
[___]
PRSUs
[_______]
[___]
PRSUs
[_______]
[___]
PRSUs
[_______]

 
 
 
WINGSTOP INC.
 
 
By:
 
 
Name:
 
 
Title:
 
 
TERMS AND CONDITIONS
Section 1. Plan . The Award is subject to all of the terms and conditions set forth in the Plan and this Award Agreement, and all capitalized terms not otherwise defined in this Award Agreement have the respective meaning of such terms as defined in the Plan. If a determination is made that any term or condition set forth in this Award Agreement is inconsistent with the Plan, the Plan will control. A copy of the Plan will be made available to the Grantee upon written request to the Secretary of the Company.
Section 2. Grant of PRSUs . Each PRSU represents the right to receive one share of $0.01 par value Common Stock of the Company (a “ Share ”), subject to the terms and conditions set forth in this Award Agreement and the Plan. The number of PRSUs actually payable under this Award Agreement depends on the extent to which the Company attains the performance conditions described in Section 4 of this Award Agreement with respect to each applicable PRSU Performance Period, and whether the Grantee satisfies the applicable service vesting conditions described in Section 5 of this Award Agreement. The PRSUs shall be credited to a separate account maintained for the Grantee on the books and records of the Company (“ Grantee’s Account ”). All amounts credited to the Account shall continue for all purposes to be part of the general assets of the Company.
Section 3. Consideration . The grant of PRSUs is made in consideration of the services to be rendered by the Grantee to the Company.






Section 4. Performance Conditions . The number of PRSUs granted with respect to a Performance Period that is earned by the Grantee will be determined based on [_______] during such Performance Period, in accordance with the following schedule:
[_______]
Percentage of PRSUs Earned
[_______]
  %
If [_______] falls between the levels provided above, straight-line interpolation will be used to determine the percentage of PRSUs earned.
The Committee will determine and certify the number of PRSUs, if any, that the Grantee earns with respect to a Performance Period (the “ Earned PRSUs ”) as soon as practicable and within 75 days following the end of such Performance Period (such date, the “ Determination Date ”). In all cases, the number of Earned PRSUs will be rounded down to the nearest whole number of PRSUs (as necessary). Upon the Committee’s determination of the Earned PRSUs, all PRSUs granted with respect to the applicable Performance Period, other than such Earned PRSUs, shall be immediately forfeited. To become vested in the Earned PRSUs, the Grantee must also satisfy the vesting requirements of Section 5 below.
For the purposes of this Section 4, [_______] means [_______].
Section 5. Service Vesting Condition.
(a)    The Earned PRSUs with respect to each Performance Period will vest and become nonforfeitable on the respective Determination Date, immediately upon the Committee’s determination and certification that such PRSUs have been earned, provided that the Grantee remains continuously employed with the Company from the Grant Date through the applicable Determination Date on which vesting occurs. Except as otherwise provided in Section 5(b) or (c), upon the Grantee’s Termination for any reason at any time before all of his or her PRSUs have vested, the Grantee’s unvested PRSUs shall be automatically forfeited upon such Termination and the Company shall not have any further obligations to the Grantee under this Award Agreement.
(b)    If the Grantee’s employment terminates during a Performance Period as a result of the Grantee’s death or Disability, the Grantee will vest in a pro rata portion of the PRSUs granted with respect to such Performance Period, determined by multiplying the PRSUs awarded with respect to such Performance Period by a fraction, the numerator of which equals the number of days that the Grantee was employed during such Performance Period and the denominator of which equals 365. For purposes of this Section 5(b), “Disability” has the same meaning as such term is defined in the Company’s long-term disability insurance policies which now or hereafter cover the permanent disability of the Grantee or, in the absence of such policies, means the inability of the Grantee to work in a customary day-to-day capacity for six consecutive months or for six months within a 12 month period, as determined by the Board.
(c)    In the event the Grantee’s employment is terminated by the Company without Cause, or by the Grantee for Good Reason, in either case within six months prior to or two years






following a Change in Control, all PRSUs granted pursuant to this Award Agreement, to the extent not previously forfeited or settled, shall become fully vested and nonforfeitable as of the date of the Grantee’s termination of employment.
Section 6. Dividend Equivalents . If, prior to the date PRSUs are settled pursuant to Section 7, the Company declares a cash or stock dividend with respect to shares of Common Stock, then, on the payment date of the dividend, Dividend Equivalents shall be credited to the Grantee’s Account in an amount equal to the dividends that would have been paid to the Grantee if one Share had been issued on the Grant Date for each PRSU granted to the Grantee as set forth in this Award Agreement. Any cash dividend credited to the Grantee’s Account shall be adjusted with interest at a rate and subject to such terms as determined by the Committee. To the extent a PRSU to which such Dividend Equivalent relates becomes a vested Earned PRSU, the Dividend Equivalents and interest, if any, credited to the Grantee’s Account shall be distributed in cash (or, at the discretion of the Committee, in shares of Common Stock having a Fair Market Value equal to the amount of such Dividend Equivalents and interest) on the same date that such vested Earned PRSUs are settled pursuant to Section 7, and subject to the same vesting, forfeiture, payment, termination and other terms, conditions and restrictions as the PRSUs to which they relate. Any Dividend Equivalents payable under the Plan will be treated as separate payments from the underlying PRSUs for purposes of Section 409A of the Code (“ Section 409A ”).
Section 7. Settlement .
(a)    The Grantee’s Earned PRSUs shall be settled in Shares as soon as practicable following the date such Earned PRSUs become vested under Section 5 above (and in no event later than March 15 of the calendar year following the calendar year in which such Earned PRSUs become vested) by delivering to the Grantee one Share for each such vested Earned PRSU. Upon receipt by the Grantee of a Share in settlement of a vested Earned PRSU, such PRSU shall be cancelled.
(b)    Notwithstanding Section 7(a), if the Grantee is deemed a “specified employee” within the meaning of Section 409A as determined by the Committee, at a time when the Grantee becomes eligible for settlement of the PRSUs upon his “separation from service” within the meaning of Section 409A, then to the extent such PRSUs constitute deferred compensation within the meaning of Section 409A, such settlement will be delayed until the earlier of: (i) the date that is six months following the Grantee’s separation from service and (ii) the Grantee’s death.
Section 8. Delivery. The Company will deliver a properly issued certificate for any Shares received in settlement of PRSUs pursuant to Section 7 as soon as practicable after settlement (or otherwise register such Shares in the name of the Grantee), and such delivery (or registration in the name of the Grantee) shall discharge the Company of all of its duties and responsibilities with respect to the PRSUs under this Award Agreement.
Section 9. Nontransferable . Subject to any exceptions set forth in this Award Agreement or the Plan, until such time as the PRSUs are settled in accordance with Section 7, the PRSUs or the rights relating thereto may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Grantee. Any attempt to assign, alienate, pledge,






attach, sell or otherwise transfer or encumber the PRSUs or the rights relating thereto shall be wholly ineffective.
Section 10. Release . As a condition to the delivery of the Shares received in settlement of PRSUs pursuant to Section 7, the Company, at its option, may require the Grantee to execute a general release on behalf of the Grantee and the Grantee’s heirs, executors, administrators and assigns, releasing all claims, actions and causes of action against the Company and each parent, subsidiary and former affiliate of the Company, and their respective current and former directors, officers, administrators, trustees, employees, agents, and other representatives. Such release must be in form and substance satisfactory to the Board.
Section 11. No Right to Continue Service . Neither the Plan, this Award Agreement, the Award, nor any related material shall give the Grantee the right to continue in employment by Company or shall adversely affect the right of the Company to terminate the Grantee’s employment with or without Cause at any time.
Section 12. Shareholder Status . The Grantee shall have no rights as a shareholder with respect to the PRSUs until the Grantee receives a distribution of Shares in settlement of vested PRSUs in accordance with Section 7, and such Shares have been duly issued and delivered to (or registered in the name of) the Grantee.
Section 13. Securities Registration . As a condition to the delivery of the certificate for any Shares purchased pursuant to the settlement of the PRSUs pursuant to Section 7 (or the registration of such Shares in the name of the Grantee), the Grantee shall, if so requested by the Company, hold such Shares for investment and not with a view of resale or distribution to the public and, if so requested by the Company, shall deliver to the Company a written statement satisfactory to the Company to that effect.
Section 14. Compliance with Law . The issuance and transfer of Shares shall be subject to compliance by the Company and the Grantee with all applicable requirements of federal and state securities laws and with all applicable requirements of any stock exchange on which the Company’s Shares may be listed. No Shares shall be issued or transferred unless and until any then applicable requirements of state and federal laws and regulatory agencies have been fully complied with to the satisfaction of the Company and its counsel. The Grantee understands that the Company is under no obligation to register the Shares with the Securities and Exchange Commission, any state securities commission, or any stock exchange to effect such compliance.
Section 15. Other Agreements . As a condition to the delivery of the Shares received in settlement of PRSUs pursuant to Section 7, the Grantee shall enter into such additional confidentiality, covenant not to compete, non-disparagement and non-solicitation, employee retention, and other agreements as the Company deems appropriate, all in a form acceptable to the Board. The Grantee acknowledges that his receipt of the Award and participation in the Plan is voluntary on his part and has not been induced by a promise of employment or continued employment.






Section 16. Withholding . The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan, the amount of any required withholding taxes in respect of the PRSUs and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means:
(a)    tendering a cash payment;
(b)    authorizing the Company to withhold shares of Common Stock from the Shares otherwise issuable or deliverable to the Grantee as a result of the vesting of the PRSUs;
(c)    delivering to the Company previously owned and unencumbered shares of Common Stock; or
(d)    any combination of (a), (b), or (c).
In the event that any PRSUs vest during a closed trading window under the Company’s Insider Trading Compliance Policy, the Company shall satisfy any federal, state, or local tax withholding obligation in connection therewith by the method specified in Section 16(b).
Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“ Tax-Related Items ”), the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and the Company (x) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant, vesting or settlement of the PRSUs or the subsequent sale of any Shares, and (y) does not commit to structure the PRSUs to reduce or eliminate the Grantee’s liability for Tax-Related Items.
Section 17. No Challenge .  Notwithstanding any provision of this Award Agreement to the contrary, the Grantee covenants and agrees that he or she will not (i) file any claim, lawsuit, demand for arbitration, or other proceeding challenging the validity or enforceability of any provision of this Award Agreement, or (ii) raise, as a defense, the validity or enforceability of any provision of this Award Agreement, in any claim, lawsuit, arbitration or other proceeding. Should the Grantee violate any aspect of this Section 17, the Grantee agrees (a) that, in the case of a breach of clause (i) of the preceding sentence, such claim, lawsuit, demand for arbitration, or other proceeding shall be summarily withdrawn and/or dismissed; (b) that the Grantee will pay all costs and damages incurred by the Company in responding to or as a result of such claim, lawsuit, demand for arbitration, or other proceeding (including reasonable attorneys’ fees and expenses), or such defense, as the case may be; (c) that the Grantee will immediately forfeit all unvested PRSUs; and (d) that the Grantee will immediately sell to the Company all Shares received upon settlement of vested PRSUs at a price equal to the aggregate purchase price, if any, paid by the Grantee for such Shares, or the current fair market value of such Shares (as determined in the sole discretion of the Company), whichever is less.






Section 18. Governing Law . The Plan and this Award Agreement shall be governed by the laws of the State of Delaware.
Section 19. Binding Effect . This Award Agreement shall be binding upon the Company and the Grantee and their respective heirs, executors, administrators and successors.
Section 20. Section 409A . This Award Agreement and this award of PRSUs is intended to comply with the short-term deferral exception to Section 409A and any regulations or guidance that may be adopted thereunder from time to time and shall be interpreted by the Committee to effect such intent. This Section 20 does not create any obligation on the part of the Company to modify the terms of this Award Agreement or the Plan and does not guarantee that the PRSUs or the delivery of Shares upon settlement of the PRSUs will not be subject to taxes, interest and penalties or any other adverse tax consequences under Section 409A. The Company will have no liability to the Grantee or any other party if the PRSUs, the delivery of Shares upon settlement of the PRSUs or any other payment hereunder that is intended to be exempt from, or compliant with, Section 409A, is not so exempt or compliant or for any action taken by the Committee with respect thereto.
Section 21. Headings and Sections . The headings contained in this Award Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Award Agreement. Any references to sections in this Award Agreement shall be to sections of this Award Agreement, unless otherwise expressly stated as part of such reference.

Accepted and agreed to:


_____________________________
Grantee

Date: _________________________


WINGSTOP INC.
2015 OMNIBUS INCENTIVE COMPENSATION PLAN
SERVICE–BASED RESTRICTED STOCK UNIT AWARD AGREEMENT
This Service-based Restricted Stock Unit Award Agreement (this “ Award Agreement ”) evidences the award (the “ Award ”) by Wingstop Inc. (the “ Company ”) to [________] (the “ Grantee ”) of [________] restricted stock units (“ RSUs ”) granted on [________] (the “ Grant Date ”) in accordance with the Wingstop Inc. 2015 Omnibus Incentive Compensation Plan (the “ Plan ”).
 
 
 
 
WINGSTOP INC.
 
 
By:
 
 
Name:
 
 
Title:
 
 
TERMS AND CONDITIONS
Section 1. Plan . The Award is subject to all of the terms and conditions set forth in the Plan and this Award Agreement, and all capitalized terms not otherwise defined in this Award Agreement have the respective meaning of such terms as defined in the Plan. If a determination is made that any term or condition set forth in this Award Agreement is inconsistent with the Plan, the Plan will control. A copy of the Plan will be made available to the Grantee upon written request to the Secretary of the Company
Section 2. Grant of RSUs . Each RSU represents the right to receive one share of $0.01 par value Common Stock of the Company (a “ Share ”), subject to the terms and conditions set forth in this Award Agreement and the Plan. The RSUs shall be credited to a separate account maintained for the Grantee on the books and records of the Company (the “ Grantee’s Account ”). All amounts credited to the Account shall continue for all purposes to be part of the general assets of the Company.
Section 3. Consideration . The grant of RSUs is made in consideration of the services to be rendered by the Grantee to the Company.
Section 4. Vesting . Except as otherwise provided herein, provided that the Grantee has not incurred a Termination as of the applicable vesting date, the RSUs will vest in accordance with the following schedule:
Vesting Date
 
Number of RSUs
[____] anniversary of the Grant Date
 
[____] of the RSUs
 
 
[____] anniversary of the Grant Date
 
[____] of the RSUs
 
 
[____] anniversary of the Grant Date
 
[____] of the RSUs



(a)    The foregoing vesting schedule notwithstanding, except as provided in Section 4(b) or (c), upon the Grantee’s Termination for any reason at any time before all of his or her RSUs have vested, the Grantee’s unvested RSUs shall be automatically forfeited upon such Termination and the Company shall not have any further obligations to the Grantee under this Award Agreement.
(b)    In the case of the Grantee’s death or Disability, for purposes of determining vesting under this Section 4, the Grantee’s employment will be deemed to have been terminated on the next scheduled anniversary date of the Grant Date for the purposes of vesting, and that period will count towards the applicable vesting schedule. For purposes of this Section 4(b), “Disability” has the same meaning as such term is defined in the Company’s long-term disability insurance policies which now or hereafter cover the permanent disability of the Grantee or, in absence of such policies, means the inability of the Grantee to work in a customary day-to-day capacity for six consecutive months or for six months within a 12 month period, as determined by the Board.
(c)    In the event a Change in Control occurs and within six months prior to or two years after such Change in Control (A) the Grantee’s employment is terminated by the Company without Cause, or (B) the Grantee’s employment is terminated by the Grantee for Good Reason, the unvested portion of the RSUs shall become fully vested and nonforfeitable as of the date of the Grantee’s Termination of employment.
Section 5. Dividend Equivalents . If, prior to the date RSUs are settled pursuant to Section 6, the Company declares a cash or stock dividend with respect to shares of Common Stock, then, on the payment date of the dividend, Dividend Equivalents shall be credited to the Grantee’s Account in an amount equal to the dividends that would have been paid to the Grantee if one Share had been issued on the Grant Date for each RSU granted to the Grantee as set forth in this Award Agreement. Any cash dividend credited to the Grantee’s Account shall be adjusted with interest at a rate and subject to such terms as determined by the Committee. The Dividend Equivalents, and interest, if any, credited to the Grantee’s Account shall be distributed in cash or, at the discretion of the Committee, in shares of Common Stock having a Fair Market Value equal to the amount of the Dividend Equivalents and interest, if any, subject to the same vesting, forfeiture, payment, termination and other terms, conditions and restrictions as the original RSUs to which they relate. Any Dividend Equivalents payable under the Plan will be treated as separate payments from the underlying RSUs for purposes of Section 409A of the Code (“ Section 409A ”).
Section 6. Settlement .
(a)    Vested RSUs shall be settled in Shares as soon as practicable following the date such RSUs are vested in accordance with Section 4 above (and in no event later than March 15 of the calendar year following the calendar year in which such RSUs become vested) by delivering to the Grantee one Share for each vested RSU. Upon receipt by the Grantee of a Share in settlement of a vested RSU, such RSU shall be cancelled.
(b)    Notwithstanding Section 6(a), if the Grantee is deemed a “specified employee” within the meaning of Section 409A of the Code, as determined by the Committee, at a time when the Grantee becomes eligible for settlement of the RSUs upon his “separation from service” within the meaning of Section 409A of the Code, then to the extent such RSUs constitute deferred

2


compensation within the meaning of Section 409A of the Code, such settlement will be delayed until the earlier of: (i) the date that is six months following the Grantee’s separation from service and (ii) the Grantee’s death.
Section 7. Delivery. The Company will deliver a properly issued certificate for any Shares received in settlement of RSUs pursuant to Section 6 as soon as practicable after settlement (or otherwise register such Shares in the name of the Grantee), and such delivery (or registration in the name of the Grantee) shall discharge the Company of all of its duties and responsibilities with respect to the RSUs under this Award Agreement.
Section 8. Nontransferable . Subject to any exceptions set forth in this Award Agreement or the Plan, until such time as the RSUs are settled in accordance with Section 6, the RSUs or the rights relating thereto may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Grantee. Any attempt to assign, alienate, pledge, attach, sell or otherwise transfer or encumber the RSUs or the rights relating thereto shall be wholly ineffective.
Section 9. Release . As a condition to the delivery of the Shares received in settlement of RSUs pursuant to Section 6, the Company, at its option, may require the Grantee to execute a general release on behalf of the Grantee and the Grantee’s heirs, executors, administrators and assigns, releasing all claims, actions and causes of action against the Company and each parent, subsidiary and former affiliate of the Company, and their respective current and former directors, officers, administrators, trustees, employees, agents, and other representatives. Such release must be in form and substance satisfactory to the Board.
Section 10. No Right to Continue Service . Neither the Plan, this Award Agreement, the Award, nor any related material shall give the Grantee the right to continue in employment by Company or shall adversely affect the right of the Company to terminate The Grantee’s employment with or without Cause at any time.
Section 11. Shareholder Status . The Grantee shall have no rights as a shareholder with respect to the RSUs until the Grantee receives a distribution of Shares in settlement of vested RSUs in accordance with Section 6, and such Shares have been duly issued and delivered to (or registered in the name of) the Grantee.
Section 12. Securities Registration . As a condition to the delivery of the certificate for any Shares purchased pursuant to the settlement of the RSUs pursuant to Section 4 (or the registration of such Shares in the name of the Grantee), The Grantee shall, if so requested by the Company, hold such Shares for investment and not with a view of resale or distribution to the public and, if so requested by the Company, shall deliver to the Company a written statement satisfactory to the Company to that effect.
Section 13. Compliance with Law . The issuance and transfer of Shares shall be subject to compliance by the Company and the Grantee with all applicable requirements of federal and state securities laws and with all applicable requirements of any stock exchange on which the Company’s Shares may be listed. No Shares shall be issued or transferred unless and until any then applicable requirements of state and federal laws and regulatory agencies have been fully

3


complied with to the satisfaction of the Company and its counsel. The Grantee understands that the Company is under no obligation to register the Shares with the Securities and Exchange Commission, any state securities commission, or any stock exchange to effect such compliance.
Section 14. Other Agreements . As a condition to the delivery of the Shares received in settlement of RSUs pursuant to Section 6, The Grantee shall enter into such additional confidentiality, covenant not to compete, non-disparagement and non-solicitation, employee retention, and other agreements as the Company deems appropriate, all in a form acceptable to the Board. The Grantee acknowledges that his receipt of the Award and participation in the Plan is voluntary on his part and has not been induced by a promise of employment or continued employment.
Section 15. Withholding . The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan, the amount of any required withholding taxes in respect of the RSUs and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means:
(a)    tendering a cash payment;
(b)    authorizing the Company to withhold shares of Common Stock from the Shares otherwise issuable or deliverable to the Grantee as a result of the vesting of the RSUs;
(c)    delivering to the Company previously owned and unencumbered shares of Common Stock; or
(d)    any combination of (a), (b), or (c).
In the event that any RSUs vest during a closed trading window under the Company’s Insider Trading Compliance Policy, the Company shall satisfy any federal, state, or local tax withholding obligation in connection therewith by the method specified in Section 15(b).
Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“ Tax-Related Items ”), the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and the Company (x) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant, vesting or settlement of the RSUs or the subsequent sale of any Shares, and (y) does not commit to structure the RSUs to reduce or eliminate the Grantee’s liability for Tax-Related Items.
Section 16. No Challenge . Notwithstanding any provision of this Award Agreement to the contrary, the Grantee covenants and agrees that he or she will not (i) file any claim, lawsuit, demand for arbitration, or other proceeding challenging the validity or enforceability of any provision of this Award Agreement, or (ii) raise, as a defense, the validity or enforceability of any provision of this Award Agreement, in any claim, lawsuit, arbitration or other proceeding. Should The Grantee violate any aspect of this Section 16, The Grantee agrees (a) that, in the case of a breach of clause (i) of the preceding sentence, such claim, lawsuit, demand for arbitration, or other

4


proceeding shall be summarily withdrawn and/or dismissed; (b) that The Grantee will pay all costs and damages incurred by the Company in responding to or as a result of such claim, lawsuit, demand for arbitration, or other proceeding (including reasonable attorneys’ fees and expenses), or such defense, as the case may be; (c) that The Grantee will immediately forfeit all unvested RSUs; and (d) that the Grantee will immediately sell to the Company all Shares received upon settlement of vested RSUs at a price equal to the aggregate purchase price, if any, paid by the Grantee for such Shares, or the current fair market value of such Shares (as determined in the sole discretion of the Company), whichever is less.
Section 17. Governing Law . The Plan and this Award Agreement shall be governed by the laws of the State of Delaware.
Section 18. Binding Effect . This Award Agreement shall be binding upon the Company and the Grantee and their respective heirs, executors, administrators and successors.
Section 19. Section 409A . This Award Agreement and this award of RSUs is intended to comply with the short-term deferral exception to Code Section 409A and any regulations or guidance that may be adopted thereunder from time to time and shall be interpreted by the Committee to effect such intent. This Section 19 does not create any obligation on the part of the Company to modify the terms of this Award Agreement or the Plan and does not guarantee that the RSUs or the delivery of Shares upon settlement of the RSUs will not be subject to taxes, interest and penalties or any other adverse tax consequences under Code Section 409A. The Company will have no liability to the Grantee or any other party if the RSUs, the delivery of Shares upon settlement of the RSUs or any other payment hereunder that is intended to be exempt from, or compliant with, Code Section 409A, is not so exempt or compliant or for any action taken by the Committee with respect thereto.
Section 20. Headings and Sections . The headings contained in this Award Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Award Agreement. Any references to sections in this Award Agreement shall be to sections of this Award Agreement, unless otherwise expressly stated as part of such reference.

 
Accepted and agreed to:
 
                                                                                    
Grantee
 
Date:                                                                          


5

Exhibit 31.1


CERTIFICATION PURSUANT TO EXCHANGE ACT RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002



I, Charles R. Morrison, certify that:

1.
I have reviewed this Quarterly Report on Form 10-Q of Wingstop Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Date:
August 3, 2018
 
 
By:
/s/ Charles R. Morrison
 
Chairman and Chief Executive Officer
 
(Principal Executive Officer)
 
 




Exhibit 31.2


CERTIFICATION PURSUANT TO EXCHANGE ACT RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002



I, Michael J. Skipworth, certify that:

1.
I have reviewed this Quarterly Report on Form 10-Q of Wingstop Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date:
August 3, 2018
 
 
By:
/s/ Michael J. Skipworth
 
Chief Financial Officer
 
(Principal Financial and Accounting Officer)



Exhibit 32.1


CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of Wingstop Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2018 , as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Charles R. Morrison, Chairman and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date:
August 3, 2018
 
 
By:
/s/ Charles R. Morrison
 
Chairman and Chief Executive Officer
 
(Principal Executive Officer)
 
 



Exhibit 32.2


CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of Wingstop Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2018 , as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael J. Skipworth, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



Date:
August 3, 2018
 
 
By:
/s/ Michael J. Skipworth
 
Chief Financial Officer
 
(Principal Financial and Accounting Officer)