FORM 10-K
|
x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
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)
|
Securities registered pursuant to Section 12(b) of the Act:
|
||
Title of each class
|
|
Name of each exchange on which registered
|
Common Stock, par value $0.01 per share
|
|
NASDAQ Global Market
|
Securities registered pursuant to Section 12(g) of the Act: None
|
Large accelerated filer
|
x
|
|
Accelerated filer
|
¨
|
Non-accelerated filer
|
¨
|
|
Smaller reporting company
|
¨
|
Emerging growth company
|
¨
|
|
|
Page
|
Item 1.
|
||
Item 1A.
|
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Item 1B.
|
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Item 2.
|
||
Item 3.
|
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Item 4.
|
Item 5.
|
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Item 6.
|
||
Item 7.
|
||
Item 7A.
|
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Item 8.
|
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Item 9.
|
||
Item 9A.
|
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Item 9B.
|
Item 10.
|
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Item 11.
|
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Item 12.
|
||
Item 13.
|
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Item 14.
|
Item 15.
|
||
Item 16.
|
||
Signatures
|
|
•
|
Domestic same store sales increased
12.5%
in
2014
,
7.9%
in
2015
,
3.2%
in
2016
,
2.6%
in
2017
, and
6.5%
in
2018
, representing five year cumulative domestic same store sales growth of
32.7%
, driven primarily by an increase in transactions, which demonstrates the growing awareness and popularity of our brand;
|
•
|
System-wide restaurant count has increased from 712 worldwide locations in 2014 to
1,252
locations in
2018
, which represents growth of 76% over such period;
|
•
|
Our domestic same store sales growth is even more meaningful given that we have had
15
consecutive years of positive same store sales;
|
•
|
From
2014
to
2018
, our system-wide sales increased from
$678.8 million
to
$1.3 billion
, which represents growth of
86%
over the period;
|
•
|
Since
2014
, our net income has grown f
rom
$9.0 million
to
$21.7 million
in
2018
, which represents growth of 142% over such time period; and Adjusted EBITDA increased from
$24.4 million
to
$49.0 million
over the same time period, representing over 100% growth.
|
•
|
National Advertising
|
•
|
Digital Expansion
|
•
|
Delivery
|
•
|
availability of financing;
|
•
|
selection and availability of suitable restaurant locations;
|
•
|
competition for restaurant sites;
|
•
|
negotiation of acceptable lease and financing terms;
|
•
|
securing required governmental permits and approvals, including zoning approvals;
|
•
|
expansion into new markets, consumer tastes in new markets, and acceptance of our products;
|
•
|
employment and training of and wage rates for qualified personnel in local markets;
|
•
|
impact of inclement weather, natural disasters, and other acts of nature;
|
•
|
general economic and business conditions;
|
•
|
unanticipated increases in construction and development costs; and
|
•
|
the general legal and regulatory landscape in which we and our restaurants operate.
|
•
|
competition;
|
•
|
consumer trends and confidence;
|
•
|
our ability to execute our business strategy effectively;
|
•
|
unusually strong initial sales performance by new restaurants; and
|
•
|
regional and national macroeconomic conditions.
|
•
|
the timing of new restaurant openings;
|
•
|
profitability of our restaurants, especially in new markets;
|
•
|
changes in interest rates;
|
•
|
increases and decreases in average weekly sales and domestic same store sales, including due to the timing and popularity of sporting and other events;
|
•
|
macroeconomic conditions, both nationally and locally;
|
•
|
changes in consumer preferences and competitive conditions;
|
•
|
impairment of long-lived assets and any loss on restaurant closures;
|
•
|
increases in infrastructure costs; and
|
•
|
fluctuations in commodity prices.
|
•
|
recessionary or expansive trends in international markets;
|
•
|
changing labor conditions and difficulties in staffing and managing our foreign operations;
|
•
|
increases in the taxes we pay and other changes in applicable tax laws;
|
•
|
legal and regulatory changes, and the burdens and costs of our compliance with a variety of foreign laws;
|
•
|
changes in inflation rates;
|
•
|
changes in exchange rates and the imposition of restrictions on currency conversion or the transfer of funds;
|
•
|
difficulty in protecting our brand, reputation, and intellectual property;
|
•
|
difficulty in collecting our royalties and longer payment cycles;
|
•
|
expropriation of private enterprises;
|
•
|
anti-American sentiment in certain locations and the identification of the Wingstop brand as an American brand;
|
•
|
the impact of the United Kingdom’s pending exit from the European Union;
|
•
|
political and economic instability; and
|
•
|
other external factors.
|
•
|
incur additional indebtedness;
|
•
|
alter the business we conduct;
|
•
|
make certain changes to the composition of our management team;
|
•
|
pay dividends and make other restrictive payments beyond specified levels;
|
•
|
create or permit liens;
|
•
|
dispose of certain assets;
|
•
|
make certain investments;
|
•
|
engage in certain transactions with affiliates; and
|
•
|
consolidate, merge or transfer all or substantially all of our assets.
|
•
|
potential fluctuation in our annual or quarterly operating results;
|
•
|
changes in capital market conditions that could affect valuations of restaurant companies in general or our goodwill in particular or other adverse economic conditions;
|
•
|
changes in financial estimates by any securities analysts who follow our common stock, our failure to meet these estimates or failure of those analysts to initiate or maintain coverage of our common stock;
|
•
|
downgrades by any securities analysts who follow our common stock;
|
•
|
future sales of our common stock by our officers, directors and significant stockholders;
|
•
|
global economic, legal and regulatory factors unrelated to our performance;
|
•
|
investors’ perceptions of our prospects;
|
•
|
announcements by us or our competitors of significant contracts, acquisitions, joint ventures or capital commitments; and
|
•
|
investor perceptions of the investment opportunity associated with our common stock relative to other investment alternatives.
|
•
|
authorize our board of directors to issue, without further action by the stockholders, up to 15,000,000 shares of undesignated preferred stock;
|
•
|
require that, any action to be taken by our stockholders be effected at a duly called annual or special meeting and not by written consent;
|
•
|
specify that special meetings of our stockholders can be called only upon the request of a majority of our board of directors;
|
•
|
establish an advance notice procedure for stockholder proposals to be brought before an annual meeting, including proposed nominations of persons for election to our board of directors;
|
•
|
establish that our board of directors is divided into three classes, with each class serving three-year staggered terms; and
|
•
|
prohibit cumulative voting in the election of directors.
|
State
|
|
Franchise restaurants
|
|
Company-owned restaurants
|
|
Total restaurants
|
|||
Alabama
|
|
5
|
|
|
—
|
|
|
5
|
|
Alaska
|
|
2
|
|
|
—
|
|
|
2
|
|
Arizona
|
|
32
|
|
|
—
|
|
|
32
|
|
Arkansas
|
|
8
|
|
|
—
|
|
|
8
|
|
California
|
|
255
|
|
|
—
|
|
|
255
|
|
Colorado
|
|
25
|
|
|
—
|
|
|
25
|
|
Connecticut
|
|
4
|
|
|
—
|
|
|
4
|
|
Florida
|
|
60
|
|
|
—
|
|
|
60
|
|
Georgia
|
|
31
|
|
|
—
|
|
|
31
|
|
Hawaii
|
|
2
|
|
|
—
|
|
|
2
|
|
Idaho
|
|
3
|
|
|
—
|
|
|
3
|
|
Illinois
|
|
66
|
|
|
—
|
|
|
66
|
|
Indiana
|
|
14
|
|
|
—
|
|
|
14
|
|
Iowa
|
|
3
|
|
|
—
|
|
|
3
|
|
Kansas
|
|
2
|
|
|
2
|
|
|
4
|
|
Kentucky
|
|
4
|
|
|
—
|
|
|
4
|
|
Louisiana
|
|
21
|
|
|
—
|
|
|
21
|
|
Maryland
|
|
20
|
|
|
—
|
|
|
20
|
|
Massachusetts
|
|
6
|
|
|
—
|
|
|
6
|
|
Michigan
|
|
8
|
|
|
—
|
|
|
8
|
|
Minnesota
|
|
2
|
|
|
—
|
|
|
2
|
|
Mississippi
|
|
10
|
|
|
—
|
|
|
10
|
|
Missouri
|
|
15
|
|
|
1
|
|
|
16
|
|
Nebraska
|
|
2
|
|
|
—
|
|
|
2
|
|
Nevada
|
|
10
|
|
|
5
|
|
|
15
|
|
New Hampshire
|
|
2
|
|
|
—
|
|
|
2
|
|
New Jersey
|
|
13
|
|
|
—
|
|
|
13
|
|
New Mexico
|
|
9
|
|
|
—
|
|
|
9
|
|
New York
|
|
14
|
|
|
—
|
|
|
14
|
|
North Carolina
|
|
14
|
|
|
—
|
|
|
14
|
|
Ohio
|
|
22
|
|
|
—
|
|
|
22
|
|
Oklahoma
|
|
13
|
|
|
—
|
|
|
13
|
|
Oregon
|
|
4
|
|
|
—
|
|
|
4
|
|
Pennsylvania
|
|
8
|
|
|
—
|
|
|
8
|
|
South Carolina
|
|
10
|
|
|
—
|
|
|
10
|
|
South Dakota
|
|
1
|
|
|
—
|
|
|
1
|
|
Tennessee
|
|
16
|
|
|
—
|
|
|
16
|
|
Texas
|
|
311
|
|
|
21
|
|
|
332
|
|
Utah
|
|
4
|
|
|
—
|
|
|
4
|
|
Virginia
|
|
20
|
|
|
—
|
|
|
20
|
|
Washington
|
|
14
|
|
|
—
|
|
|
14
|
|
West Virginia
|
|
1
|
|
|
—
|
|
|
1
|
|
Wisconsin
|
|
9
|
|
|
—
|
|
|
9
|
|
Domestic Total
|
|
1,095
|
|
|
29
|
|
|
1,124
|
|
|
|
|
|
|
|
|
|||
International
|
|
|
|
|
|
|
|||
Colombia
|
|
3
|
|
|
—
|
|
|
3
|
|
Indonesia
|
|
29
|
|
|
—
|
|
|
29
|
|
Malaysia
|
|
4
|
|
|
—
|
|
|
4
|
|
Mexico
|
|
76
|
|
|
—
|
|
|
76
|
|
Panama
|
|
1
|
|
|
—
|
|
|
1
|
|
Saudi Arabia
|
|
2
|
|
|
—
|
|
|
2
|
|
Singapore
|
|
6
|
|
|
—
|
|
|
6
|
|
United Arab Emirates
|
|
6
|
|
|
—
|
|
|
6
|
|
United Kingdom
|
|
1
|
|
|
—
|
|
|
1
|
|
International Total
|
|
128
|
|
|
—
|
|
|
128
|
|
Worldwide Total
|
|
1,223
|
|
|
29
|
|
|
1,252
|
|
|
Year ended
|
||||||||||||||||||
(in thousands)
|
December 29, 2018
|
|
December 30, 2017
|
|
December 31, 2016
|
|
December 26, 2015*
|
|
December 27, 2014*
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Consolidated Statements of Income Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
||||||||||
Royalty revenue, franchise fees and other
|
$
|
71,858
|
|
|
$
|
66,076
|
|
|
$
|
54,475
|
|
|
$
|
46,688
|
|
|
$
|
38,032
|
|
Advertising fees and related income
|
34,484
|
|
|
30,174
|
|
|
14,561
|
|
|
—
|
|
|
—
|
|
|||||
Company-owned restaurant sales
|
46,839
|
|
|
37,069
|
|
|
34,288
|
|
|
31,281
|
|
|
29,417
|
|
|||||
Total revenue
|
153,181
|
|
|
133,319
|
|
|
103,324
|
|
|
77,969
|
|
|
67,449
|
|
|||||
Cost and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of sales
|
32,063
|
|
|
28,745
|
|
|
25,308
|
|
|
22,219
|
|
|
20,473
|
|
|||||
Advertising expenses
|
33,699
|
|
|
32,427
|
|
|
13,849
|
|
|
—
|
|
|
—
|
|
|||||
Selling, general and administrative
|
44,579
|
|
|
34,898
|
|
|
34,552
|
|
|
33,350
|
|
|
26,006
|
|
|||||
Depreciation and amortization
|
4,313
|
|
|
3,376
|
|
|
3,008
|
|
|
2,682
|
|
|
2,904
|
|
|||||
Total costs and expenses
|
114,654
|
|
|
99,446
|
|
|
76,717
|
|
|
58,251
|
|
|
49,383
|
|
|||||
Operating income
|
38,527
|
|
|
33,873
|
|
|
26,607
|
|
|
19,718
|
|
|
18,066
|
|
|||||
Interest expense, net
|
10,123
|
|
|
5,131
|
|
|
4,396
|
|
|
3,477
|
|
|
3,684
|
|
|||||
Other expense, net
|
1,477
|
|
|
—
|
|
|
254
|
|
|
396
|
|
|
84
|
|
|||||
Income before tax expense
|
26,927
|
|
|
28,742
|
|
|
21,957
|
|
|
15,845
|
|
|
14,298
|
|
|||||
Income tax expense
|
5,208
|
|
|
4,802
|
|
|
8,188
|
|
|
5,739
|
|
|
5,312
|
|
|||||
Net income
|
$
|
21,719
|
|
|
$
|
23,940
|
|
|
$
|
13,769
|
|
|
$
|
10,106
|
|
|
$
|
8,986
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Consolidated Statement of Cash Flows Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by operating activities
|
$
|
38,770
|
|
|
$
|
27,435
|
|
|
$
|
21,879
|
|
|
$
|
13,860
|
|
|
$
|
15,119
|
|
Net cash used in investing activities
|
(10,498
|
)
|
|
(6,484
|
)
|
|
(2,056
|
)
|
|
(1,915
|
)
|
|
(363
|
)
|
|||||
Net cash used in financing activities
|
(13,724
|
)
|
|
(20,252
|
)
|
|
(28,213
|
)
|
|
(10,978
|
)
|
|
(8,206
|
)
|
|||||
Net increase (decrease) in cash and cash equivalents
|
$
|
14,548
|
|
|
$
|
699
|
|
|
$
|
(8,390
|
)
|
|
$
|
967
|
|
|
$
|
6,550
|
|
|
Year ended
|
||||||||||||||||||
(in thousands)
|
December 29, 2018
|
|
December 30, 2017
|
|
December 31, 2016
|
|
December 26, 2015
(1)
|
|
December 27, 2014
(1)
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Per Share data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings per share
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
0.74
|
|
|
$
|
0.82
|
|
|
$
|
0.48
|
|
|
$
|
0.37
|
|
|
$
|
0.35
|
|
Diluted
|
$
|
0.73
|
|
|
$
|
0.82
|
|
|
$
|
0.47
|
|
|
$
|
0.36
|
|
|
$
|
0.34
|
|
Weighted average shares outstanding
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
29,231
|
|
|
29,025
|
|
|
28,637
|
|
|
27,497
|
|
|
25,846
|
|
|||||
Diluted
|
29,587
|
|
|
29,424
|
|
|
28,983
|
|
|
27,816
|
|
|
26,204
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends per share
|
$
|
6.54
|
|
|
$
|
0.14
|
|
|
$
|
2.90
|
|
|
$
|
1.83
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Selected Other Data
(2)
:
|
|
|
|
|
|
|
|
|
|
||||||||||
Number of system-wide restaurants open at end of period
|
1,252
|
|
|
1,133
|
|
|
998
|
|
|
845
|
|
|
712
|
|
|||||
Number of domestic company restaurants open at end of period
|
29
|
|
|
23
|
|
|
21
|
|
|
19
|
|
|
19
|
|
|||||
Number of domestic franchise restaurants open at end of period
|
1,095
|
|
|
1,004
|
|
|
901
|
|
|
767
|
|
|
652
|
|
|||||
Number of international franchise restaurants open at end of period
|
128
|
|
|
106
|
|
|
76
|
|
|
59
|
|
|
41
|
|
|||||
System-wide sales
(3)
|
$
|
1,261,025
|
|
|
$
|
1,087,434
|
|
|
$
|
972,270
|
|
|
$
|
821,248
|
|
|
$
|
678,771
|
|
Domestic restaurant AUV
(4)
|
$
|
1,139
|
|
|
$
|
1,100
|
|
|
$
|
1,113
|
|
|
$
|
1,126
|
|
|
$
|
1,073
|
|
Company-owned domestic AUV
(4)
|
$
|
1,723
|
|
|
$
|
1,712
|
|
|
$
|
1,729
|
|
|
$
|
1,646
|
|
|
$
|
1,504
|
|
Number of restaurants opened (during period)
|
139
|
|
|
147
|
|
|
159
|
|
|
142
|
|
|
102
|
|
|||||
Number of restaurants closed (during period)
|
20
|
|
|
12
|
|
|
6
|
|
|
9
|
|
|
4
|
|
|||||
Company-owned restaurants (acquired) refranchised (during period)
|
(6
|
)
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
5
|
|
|||||
EBITDA
(5)
|
$
|
41,363
|
|
|
$
|
37,249
|
|
|
$
|
29,361
|
|
|
$
|
22,004
|
|
|
$
|
20,886
|
|
Adjusted EBITDA
(5)
|
$
|
48,986
|
|
|
$
|
39,100
|
|
|
$
|
32,980
|
|
|
$
|
28,879
|
|
|
$
|
24,378
|
|
Same Store Sales Data
(6)
:
|
|
|
|
|
|
|
|
|
|
||||||||||
System-wide domestic same store sales base (end of period)
|
1,018
|
|
|
904
|
|
|
779
|
|
|
667
|
|
|
589
|
|
|||||
System-wide domestic same store sales growth
|
6.5
|
%
|
|
2.6
|
%
|
|
3.2
|
%
|
|
7.9
|
%
|
|
12.5
|
%
|
|
As of
|
||||||||||||||||||
(in thousands)
|
December 29, 2018
|
|
December 30, 2017
|
|
December 31, 2016
|
|
December 26, 2015
(1)
|
|
December 27, 2014
(1)
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Consolidated Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
12,493
|
|
|
$
|
4,063
|
|
|
$
|
3,750
|
|
|
$
|
10,690
|
|
|
$
|
9,723
|
|
Working capital
|
3,424
|
|
|
(3,217
|
)
|
|
(5,863
|
)
|
|
7,050
|
|
|
276
|
|
|||||
Total assets
|
139,749
|
|
|
119,836
|
|
|
111,800
|
|
|
120,650
|
|
|
118,827
|
|
|||||
Total debt
|
320,000
|
|
|
133,750
|
|
|
151,250
|
|
|
95,500
|
|
|
93,721
|
|
|||||
Total shareholders’ deficit
|
(224,830
|
)
|
|
(58,418
|
)
|
|
(81,431
|
)
|
|
(9,673
|
)
|
|
(8,994
|
)
|
|
(1)
|
Fiscal years prior to 2016 have not been adjusted to reflect the adoption of the new accounting standards in adopted in fiscal year 2018. See Note 1,
Basis of Presentation and Summary of Significant Accounting Policies
, to the Consolidated Financial Statements for additional information.
|
(2)
|
See the definitions of key performance indicators under “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Key Performance Indicators.”
|
(3)
|
The percentage of system-wide sales attributable to company-owned restaurants was
3.7%
,
3.4%
,
3.5%
,
3.8%
, and
4.3%
for the fiscal years ended
December 29, 2018
,
December 30, 2017
,
December 31, 2016
,
December 26, 2015
, and
December 27, 2014
, respectively. The remainder was generated by franchised restaurants, as reported by our franchisees.
|
(4)
|
Domestic AUV and company-owned domestic AUV are calculated using the 52-week trailing period.
|
(5)
|
EBITDA and Adjusted EBITDA are supplemental measures of our performance that are not required by, or presented in accordance with, U.S. GAAP. EBITDA and Adjusted EBITDA are not measurements of our financial performance under U.S. GAAP and should not be considered as an alternative to net income or any other performance measure derived in accordance with U.S. GAAP, or as an alternative to cash flows from operating activities as a measure of our liquidity.
|
•
|
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 shares.
|
•
|
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.
|
|
Year ended
|
||||||||||||||||||
(in thousands)
|
December 29, 2018
|
|
December 30, 2017
|
|
December 31, 2016
|
|
December 26, 2015
(a)
|
|
December 27, 2014
(a)
|
||||||||||
Net income
|
$
|
21,719
|
|
|
$
|
23,940
|
|
|
$
|
13,769
|
|
|
$
|
10,106
|
|
|
$
|
8,986
|
|
Interest expense, net
|
10,123
|
|
|
5,131
|
|
|
4,396
|
|
|
3,477
|
|
|
3,684
|
|
|||||
Income tax expense
|
5,208
|
|
|
4,802
|
|
|
8,188
|
|
|
5,739
|
|
|
5,312
|
|
|||||
Depreciation and amortization
|
4,313
|
|
|
3,376
|
|
|
3,008
|
|
|
2,682
|
|
|
2,904
|
|
|||||
EBITDA
|
$
|
41,363
|
|
|
$
|
37,249
|
|
|
$
|
29,361
|
|
|
$
|
22,004
|
|
|
$
|
20,886
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Management fees
(b)
|
—
|
|
|
—
|
|
|
—
|
|
|
237
|
|
|
449
|
|
|||||
Management agreement termination fee
(c)
|
—
|
|
|
—
|
|
|
—
|
|
|
3,297
|
|
|
—
|
|
|||||
Transaction costs
(d)
|
3,898
|
|
|
—
|
|
|
2,388
|
|
|
2,186
|
|
|
2,169
|
|
|||||
Gains and losses on disposal of assets
(e)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(86
|
)
|
|||||
Stock-based compensation expense
(f)
|
3,725
|
|
|
1,851
|
|
|
1,231
|
|
|
1,155
|
|
|
960
|
|
|||||
Adjusted EBITDA
|
$
|
48,986
|
|
|
$
|
39,100
|
|
|
$
|
32,980
|
|
|
$
|
28,879
|
|
|
$
|
24,378
|
|
|
(a)
|
Fiscal years prior to 2016 have not been adjusted to reflect the adoption of the new accounting standards in adopted in fiscal year 2018. See Note 1,
Basis of Presentation and Summary of Significant Accounting Policies
, to the Consolidated Financial Statements for additional information.
|
(b)
|
Includes management fees and other out-of-pocket expenses paid to Roark Capital Management, LLC.
|
(c)
|
Represents a one-time fee of
$3.3 million
that was paid in consideration for the termination of our management agreement with Roark Capital Management during the second quarter of 2015 in connection with our initial public offering. There are no further obligations related to management fees paid to Roark Capital Management.
|
(d)
|
Represents costs and expenses related to refinancings of our credit agreement and our public offerings; all transaction costs are included in SG&A with the exception of
$1.5 million
during the year ended
December 29, 2018
,
$215,000
during the
year ended
December 31, 2016
, and
$172,000
during the
year ended
December 26, 2015 that is included in Other expense, net.
|
(e)
|
Represents non-cash gains and losses resulting from disposal of company-owned restaurants and associated goodwill write-off.
|
(f)
|
Includes non-cash, stock-based compensation.
|
(6)
|
We define the domestic same store base to include those domestic restaurants open for at least 52 full weeks. Change in domestic same store sales reflects the change in year-over-year sales for the domestic same store base.
|
•
|
Domestic restaurant count has nearly doubled since the end of 2013, with
119
net unit openings in
2018
. Our vision is to become a top 10 global restaurant brand and we believe our unit potential is
3,000
domestic units and
3,000
international units.
|
•
|
Domestic same store sales have increased for
15
consecutive years beginning in 2004, which includes 5-year cumulative domestic same stores sales growth of
32.7%
since fiscal
2014
. We anticipate further increases in domestic same store sales through improvements in brand awareness from national advertising, flavor innovation, increases in digital expansion, and the rollout of delivery.
|
•
|
We believe our asset-light, highly-franchised business model generates strong operating margins and requires low capital expenditures, creating shareholder value through strong and consistent free cash flow and capital-efficient growth.
|
•
|
System-wide restaurant count
increased
10.5%
over the prior year to a total of
1,252
worldwide locations, driven by
119
net unit openings;
|
•
|
Domestic same store sales increased
6.5%
over the prior year;
|
•
|
Company-owned restaurant same store sales increased
6.2%
over the prior year;
|
•
|
System-wide sales
increased
16.0%
over the prior year to
$1.3 billion
;
|
•
|
Total revenue
increased
14.9%
over the prior year to
$153.2 million
; and
|
•
|
Net Income decreased
9.3%
over the prior year to
$21.7 million
, while Adjusted EBITDA
increased
25.3%
over the prior year to
$49.0 million
;
|
|
Year Ended
|
||||
|
December 29,
2018 |
|
December 30,
2017 |
||
Domestic Franchised Activity:
|
|
|
|
||
Beginning of period
|
1,004
|
|
|
901
|
|
Openings
|
105
|
|
|
115
|
|
Closures
|
(8
|
)
|
|
(10
|
)
|
Acquired by Company
|
(6
|
)
|
|
(2
|
)
|
Restaurants end of period
|
1,095
|
|
|
1,004
|
|
|
|
|
|
||
Domestic Company-Owned Activity:
|
|
|
|
||
Beginning of period
|
23
|
|
|
21
|
|
Openings
|
—
|
|
|
—
|
|
Closures
|
—
|
|
|
—
|
|
Acquired from franchisees
|
6
|
|
|
2
|
|
Restaurants end of period
|
29
|
|
|
23
|
|
|
|
|
|
||
Total Domestic Restaurants
|
1,124
|
|
|
1,027
|
|
|
|
|
|
||
International Franchised Activity:
|
|
|
|
||
Beginning of period
|
106
|
|
|
76
|
|
Openings
|
34
|
|
|
32
|
|
Closures
|
(12
|
)
|
|
(2
|
)
|
Restaurants end of period
|
128
|
|
|
106
|
|
|
|
|
|
||
Total System-wide Restaurants
|
1,252
|
|
|
1,133
|
|
|
Year ended
|
||||||||||
|
December 29, 2018
|
|
December 30, 2017
|
|
December 31, 2016
|
||||||
Number of system-wide restaurants at period end
|
1,252
|
|
|
1,133
|
|
|
998
|
|
|||
System-wide sales
|
$
|
1,261,025
|
|
|
$
|
1,087,434
|
|
|
$
|
972,270
|
|
Domestic restaurant AUV
|
$
|
1,139
|
|
|
$
|
1,100
|
|
|
$
|
1,113
|
|
System-wide domestic same store sales growth
|
6.5
|
%
|
|
2.6
|
%
|
|
3.2
|
%
|
|||
Company-owned domestic same store sales growth
|
6.2
|
%
|
|
1.6
|
%
|
|
5.4
|
%
|
|||
Total revenue
|
$
|
153,181
|
|
|
$
|
133,319
|
|
|
$
|
103,324
|
|
Net income
|
$
|
21,719
|
|
|
$
|
23,940
|
|
|
$
|
13,769
|
|
Adjusted EBITDA
|
$
|
48,986
|
|
|
$
|
39,100
|
|
|
$
|
32,980
|
|
|
Fiscal Year
|
|||||||
|
December 29,
2018 |
|
December 30,
2017 |
|
December 31,
2016 |
|||
Revenue:
|
|
|
|
|
|
|||
Royalty revenue, franchise fees and other
|
46.9
|
%
|
|
49.6
|
%
|
|
52.7
|
%
|
Advertising fees and related income
|
22.5
|
%
|
|
22.6
|
%
|
|
14.1
|
%
|
Company-owned restaurant sales
|
30.6
|
%
|
|
27.8
|
%
|
|
33.2
|
%
|
Total revenue
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Costs and expenses:
|
|
|
|
|
|
|||
Cost of sales
(1)
|
68.5
|
%
|
|
77.5
|
%
|
|
73.8
|
%
|
Advertising expenses
|
22.0
|
%
|
|
24.3
|
%
|
|
13.4
|
%
|
Selling, general and administrative
|
29.1
|
%
|
|
26.2
|
%
|
|
33.4
|
%
|
Depreciation and amortization
|
2.8
|
%
|
|
2.5
|
%
|
|
2.9
|
%
|
Total costs and expenses
|
74.8
|
%
|
|
74.6
|
%
|
|
74.2
|
%
|
Operating income
|
25.2
|
%
|
|
25.4
|
%
|
|
25.8
|
%
|
Interest expense, net
|
6.6
|
%
|
|
3.8
|
%
|
|
4.3
|
%
|
Other expense, net
|
1.0
|
%
|
|
—
|
%
|
|
0.2
|
%
|
Income before income tax expense
|
17.6
|
%
|
|
21.6
|
%
|
|
21.3
|
%
|
Income tax expense
|
3.4
|
%
|
|
3.6
|
%
|
|
7.9
|
%
|
Net income
|
14.2
|
%
|
|
18.0
|
%
|
|
13.3
|
%
|
|
|
Year ended
|
|
Increase / (Decrease)
|
|||||||||||
|
December 29,
2018 |
|
December 30,
2017 |
|
$
|
|
%
|
|||||||
Revenue:
|
|
|
|
|
|
|
|
|||||||
Royalty revenue, franchise fees and other
|
$
|
71,858
|
|
|
$
|
66,076
|
|
|
$
|
5,782
|
|
|
8.8
|
%
|
Advertising fees and related income
|
34,484
|
|
|
30,174
|
|
|
$
|
4,310
|
|
|
14.3
|
%
|
||
Company-owned restaurant sales
|
46,839
|
|
|
37,069
|
|
|
9,770
|
|
|
26.4
|
%
|
|||
Total revenue
|
153,181
|
|
|
133,319
|
|
|
19,862
|
|
|
14.9
|
%
|
|||
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|||||
Cost of sales
(1)
|
32,063
|
|
|
28,745
|
|
|
3,318
|
|
|
11.5
|
%
|
|||
Advertising expenses
|
33,699
|
|
|
32,427
|
|
|
1,272
|
|
|
3.9
|
%
|
|||
Selling, general and administrative
|
44,579
|
|
|
34,898
|
|
|
9,681
|
|
|
27.7
|
%
|
|||
Depreciation and amortization
|
4,313
|
|
|
3,376
|
|
|
937
|
|
|
27.8
|
%
|
|||
Total costs and expenses
|
114,654
|
|
|
99,446
|
|
|
15,208
|
|
|
15.3
|
%
|
|||
Operating income
|
38,527
|
|
|
33,873
|
|
|
4,654
|
|
|
13.7
|
%
|
|||
Interest expense, net
|
10,123
|
|
|
5,131
|
|
|
4,992
|
|
|
97.3
|
%
|
|||
Other expense, net
|
1,477
|
|
|
—
|
|
|
1,477
|
|
|
N/A
|
|
|||
Income before income tax expense
|
26,927
|
|
|
28,742
|
|
|
(1,815
|
)
|
|
(6.3
|
)%
|
|||
Income tax expense
|
5,208
|
|
|
4,802
|
|
|
406
|
|
|
8.5
|
%
|
|||
Net income
|
$
|
21,719
|
|
|
$
|
23,940
|
|
|
$
|
(2,221
|
)
|
|
(9.3
|
)%
|
|
|
Year ended
|
|
As a % of company-owned restaurant sales
|
|
Year ended
|
|
As a % of company-owned restaurant sales
|
||||||
|
December 29,
2018 |
|
|
December 30,
2017 |
|
||||||||
Cost of sales:
|
|
|
|
|
|
|
|
||||||
Food, beverage and packaging costs
|
15,540
|
|
|
33.2
|
%
|
|
14,810
|
|
|
40.0
|
%
|
||
Labor costs
|
10,493
|
|
|
22.4
|
%
|
|
8,878
|
|
|
23.9
|
%
|
||
Other restaurant operating expenses
|
7,223
|
|
|
15.4
|
%
|
|
6,004
|
|
|
16.2
|
%
|
||
Vendor rebates
|
(1,193
|
)
|
|
(2.5
|
)%
|
|
(947
|
)
|
|
(2.6
|
)%
|
||
Total cost of sales
|
$
|
32,063
|
|
|
68.5
|
%
|
|
$
|
28,745
|
|
|
77.5
|
%
|
|
Year Ended
|
|
Increase / (Decrease)
|
|||||||||||
|
December 29,
2018 |
|
December 30,
2017 |
|
$
|
|
%
|
|||||||
Revenue:
|
|
|
|
|
|
|
|
|||||||
Franchise segment
|
$
|
106,342
|
|
|
$
|
96,250
|
|
|
$
|
10,092
|
|
|
10.5
|
%
|
Company segment
|
46,839
|
|
|
37,069
|
|
|
9,770
|
|
|
26.4
|
%
|
|||
Total segment revenue
|
$
|
153,181
|
|
|
$
|
133,319
|
|
|
$
|
19,862
|
|
|
14.9
|
%
|
|
|
|
|
|
|
|
|
|||||||
Segment Profit:
|
|
|
|
|
|
|
|
|||||||
Franchise segment
|
$
|
30,645
|
|
|
$
|
29,230
|
|
|
$
|
1,415
|
|
|
4.8
|
%
|
Company segment
|
10,303
|
|
|
4,643
|
|
|
5,660
|
|
|
121.9
|
%
|
|||
Total segment profit
|
$
|
40,948
|
|
|
$
|
33,873
|
|
|
$
|
7,075
|
|
|
20.9
|
%
|
|
Year ended
|
|
Increase / (Decrease)
|
|||||||||||
|
December 30,
2017 |
|
December 31,
2016 |
|
$
|
|
%
|
|||||||
Revenue:
|
|
|
|
|
|
|
|
|||||||
Royalty revenue, franchise fees and other
|
$
|
66,076
|
|
|
$
|
54,475
|
|
|
$
|
11,601
|
|
|
21.3
|
%
|
Advertising fees and related income
|
30,174
|
|
|
14,561
|
|
|
$
|
15,613
|
|
|
107.2
|
%
|
||
Company-owned restaurant sales
|
37,069
|
|
|
34,288
|
|
|
2,781
|
|
|
8.1
|
%
|
|||
Total revenue
|
133,319
|
|
|
103,324
|
|
|
29,995
|
|
|
29.0
|
%
|
|||
Costs and expenses:
|
|
|
|
|
|
|
|
|||||||
Cost of sales
(1)
|
28,745
|
|
|
25,308
|
|
|
3,437
|
|
|
13.6
|
%
|
|||
Advertising expenses
|
32,427
|
|
|
13,849
|
|
|
18,578
|
|
|
134.1
|
%
|
|||
Selling, general and administrative
|
34,898
|
|
|
34,552
|
|
|
346
|
|
|
1.0
|
%
|
|||
Depreciation and amortization
|
3,376
|
|
|
3,008
|
|
|
368
|
|
|
12.2
|
%
|
|||
Total costs and expenses
|
99,446
|
|
|
76,717
|
|
|
22,729
|
|
|
29.6
|
%
|
|||
Operating income
|
33,873
|
|
|
26,607
|
|
|
7,266
|
|
|
27.3
|
%
|
|||
Interest expense, net
|
5,131
|
|
|
4,396
|
|
|
735
|
|
|
16.7
|
%
|
|||
Other expense, net
|
—
|
|
|
254
|
|
|
(254
|
)
|
|
(100.0
|
)%
|
|||
Income before income tax expense
|
28,742
|
|
|
21,957
|
|
|
6,785
|
|
|
30.9
|
%
|
|||
Income tax expense
|
4,802
|
|
|
8,188
|
|
|
(3,386
|
)
|
|
(41.4
|
)%
|
|||
Net income
|
$
|
23,940
|
|
|
$
|
13,769
|
|
|
$
|
10,171
|
|
|
73.9
|
%
|
|
|
Year ended
|
|
As a % of company-owned restaurant sales
|
|
Year ended
|
|
As a % of company-owned restaurant sales
|
||||||
|
December 30,
2017 |
|
|
December 31,
2016 |
|
||||||||
Cost of sales:
|
|
|
|
|
|
|
|
||||||
Food, beverage and packaging costs
|
14,810
|
|
|
40.0
|
%
|
|
12,827
|
|
|
37.4
|
%
|
||
Labor costs
|
8,878
|
|
|
23.9
|
%
|
|
7,680
|
|
|
22.4
|
%
|
||
Other restaurant operating expenses
|
6,004
|
|
|
16.2
|
%
|
|
5,760
|
|
|
16.8
|
%
|
||
Vendor rebates
|
(947
|
)
|
|
(2.6
|
)%
|
|
(959
|
)
|
|
(2.8
|
)%
|
||
Total cost of sales
|
$
|
28,745
|
|
|
77.5
|
%
|
|
$
|
25,308
|
|
|
73.8
|
%
|
|
Year Ended
|
|
Increase / (Decrease)
|
|||||||||||
|
December 30,
2017 |
|
December 31,
2016 |
|
$
|
|
%
|
|||||||
Revenue:
|
|
|
|
|
|
|
|
|||||||
Franchise segment
|
$
|
96,250
|
|
|
$
|
69,036
|
|
|
$
|
27,214
|
|
|
39.4
|
%
|
Company segment
|
37,069
|
|
|
34,288
|
|
|
2,781
|
|
|
8.1
|
%
|
|||
Total segment revenue
|
$
|
133,319
|
|
|
$
|
103,324
|
|
|
$
|
29,995
|
|
|
29.0
|
%
|
|
|
|
|
|
|
|
|
|||||||
Segment Profit:
|
|
|
|
|
|
|
|
|||||||
Franchise segment
|
$
|
29,230
|
|
|
$
|
23,254
|
|
|
$
|
5,976
|
|
|
25.7
|
%
|
Company segment
|
4,643
|
|
|
5,526
|
|
|
(883
|
)
|
|
(16.0
|
)%
|
|||
Total segment profit
|
$
|
33,873
|
|
|
$
|
28,780
|
|
|
$
|
5,093
|
|
|
17.7
|
%
|
|
Year ended
|
||||||||||
|
December 29,
2018 |
|
December 30,
2017 |
|
December 31,
2016 |
||||||
Net cash provided by (used in):
|
|
|
|
|
|
||||||
Operating activities
|
38,770
|
|
|
27,435
|
|
|
21,879
|
|
|||
Investing activities
|
(10,498
|
)
|
|
(6,484
|
)
|
|
(2,056
|
)
|
|||
Financing activities
|
(13,724
|
)
|
|
(20,252
|
)
|
|
(28,213
|
)
|
|||
Net change in cash and cash equivalents
|
$
|
14,548
|
|
|
$
|
699
|
|
|
$
|
(8,390
|
)
|
|
Payments due by period
|
||||||||||||||
|
Fiscal year 2019
|
|
Fiscal years 2020-2021
|
|
Fiscal years 2022-2023
|
|
Thereafter
|
||||||||
Securitized financing facility
|
$
|
2,400
|
|
|
$
|
6,400
|
|
|
$
|
311,200
|
|
|
$
|
—
|
|
Operating leases
(a)
|
2,181
|
|
|
4,219
|
|
|
3,323
|
|
|
2,145
|
|
||||
Interest payments
|
16,908
|
|
|
31,491
|
|
|
30,855
|
|
|
—
|
|
||||
Total
|
$
|
21,489
|
|
|
$
|
42,110
|
|
|
$
|
345,378
|
|
|
$
|
2,145
|
|
Exhibit No.
|
Description
|
3.1
|
|
3.2
|
|
4.1
|
|
4.2
|
|
4.3
|
|
10.1
|
|
10.2
|
|
10.3
|
|
10.4
|
|
10.5
|
|
10.6
†
|
10.7
†
|
|
10.8†
|
|
10.9
†
|
|
10.10†
|
|
10.11†
|
|
10.12†
|
|
10.13†
|
|
10.14†
|
|
10.15†
|
|
10.16†
|
|
10.17
†
|
|
10.18
†
|
|
10.19
†
|
|
10.20*†
|
|
10.21*†
|
|
10.22*†
|
|
10.23†
|
|
10.24†
|
|
10.25†
|
|
10.26†
|
|
10.27†
|
|
21.1*
|
|
23.2*
|
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.
|
|
Wingstop Inc.
|
/s/ Charles R. Morrison
|
Charles R. Morrison
|
Chairman and Chief Executive Officer (Principal Executive Officer)
|
Name
|
|
Title
|
|
Date
|
/s/ Charles R. Morrison
|
|
|
|
February 27, 2019
|
Charles R. Morrison
|
|
Chairman and Chief Executive Officer (Principal Executive Officer)
|
|
|
/s/ Michael J. Skipworth
|
|
|
|
February 27, 2019
|
Michael J. Skipworth
|
|
Chief Financial Officer (Principal Financial and Accounting Officer)
|
|
|
/s/ Lynn Crump-Caine
|
|
|
|
February 27, 2019
|
Lynn Crump-Caine
|
|
Lead Independent Director
|
|
|
/s/ Krishnan Anand
|
|
|
|
February 27, 2019
|
Krishnan Anand
|
|
Director
|
|
|
/s/ David L. Goebel
|
|
|
|
February 27, 2019
|
David L. Goebel
|
|
Director
|
|
|
/s/ Michael J. Hislop
|
|
|
|
February 27, 2019
|
Michael J. Hislop
|
|
Director
|
|
|
/s/ Kilandigalu M. Madati
|
|
|
|
February 27, 2019
|
Kilandigalu M. Madati
|
|
Director
|
|
|
/s/ Wesley S. McDonald
|
|
|
|
February 27, 2019
|
Wesley S. McDonald
|
|
Director
|
|
|
|
December 29,
2018 |
|
December 30,
2017 |
||||
|
|
|
|
||||
Assets
|
|
|
|
|
|
||
Current assets
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
12,493
|
|
|
$
|
4,063
|
|
Restricted cash
|
4,462
|
|
|
—
|
|
||
Accounts receivable, net
|
5,764
|
|
|
4,567
|
|
||
Prepaid expenses and other current assets
|
2,056
|
|
|
4,334
|
|
||
Advertising fund assets, restricted
|
5,131
|
|
|
2,944
|
|
||
Total current assets
|
29,906
|
|
|
15,908
|
|
||
Property and equipment, net
|
8,338
|
|
|
5,826
|
|
||
Goodwill
|
49,655
|
|
|
46,557
|
|
||
Trademarks
|
32,700
|
|
|
32,700
|
|
||
Customer relationships, net
|
14,233
|
|
|
15,567
|
|
||
Other non-current assets
|
4,917
|
|
|
3,278
|
|
||
Total assets
|
$
|
139,749
|
|
|
$
|
119,836
|
|
Liabilities and stockholders' deficit
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Accounts payable
|
$
|
2,750
|
|
|
$
|
1,752
|
|
Other current liabilities
|
16,201
|
|
|
10,929
|
|
||
Current portion of debt
|
2,400
|
|
|
3,500
|
|
||
Advertising fund liabilities
|
5,131
|
|
|
2,944
|
|
||
Total current liabilities
|
26,482
|
|
|
19,125
|
|
||
Long-term debt, net
|
309,374
|
|
|
129,841
|
|
||
Deferred revenues, net of current
|
21,885
|
|
|
21,226
|
|
||
Deferred income tax liabilities, net
|
4,866
|
|
|
5,920
|
|
||
Other non-current liabilities
|
1,972
|
|
|
2,142
|
|
||
Total liabilities
|
364,579
|
|
|
178,254
|
|
||
Commitments and contingencies (see Note 11)
|
|
|
|
|
|
||
Stockholders' deficit
|
|
|
|
||||
Common stock, $0.01 par value; 100,000,000 shares authorized; 29,296,939 and 29,092,669 shares issued and outstanding as of December 29, 2018 and December 30, 2017, respectively
|
293
|
|
|
291
|
|
||
Additional paid-in-capital
|
1,036
|
|
|
262
|
|
||
Accumulated deficit
|
(226,159
|
)
|
|
(58,971
|
)
|
||
Total stockholders' deficit
|
(224,830
|
)
|
|
(58,418
|
)
|
||
Total liabilities and stockholders' deficit
|
$
|
139,749
|
|
|
$
|
119,836
|
|
|
Fiscal Year Ended
|
||||||||||
|
December 29,
2018 |
|
December 30,
2017 |
|
December 31,
2016 |
||||||
|
|
|
|
|
|
||||||
Revenue:
|
|
|
|
|
|
|
|
|
|||
Royalty revenue, franchise fees and other
|
$
|
71,858
|
|
|
$
|
66,076
|
|
|
$
|
54,475
|
|
Advertising fees and related income
|
34,484
|
|
|
30,174
|
|
|
14,561
|
|
|||
Company-owned restaurant sales
|
46,839
|
|
|
37,069
|
|
|
34,288
|
|
|||
Total revenue
|
153,181
|
|
|
133,319
|
|
|
103,324
|
|
|||
Costs and expenses:
|
|
|
|
|
|
|
|
|
|||
Cost of sales
(1)
|
32,063
|
|
|
28,745
|
|
|
25,308
|
|
|||
Advertising expenses
|
33,699
|
|
|
32,427
|
|
|
13,849
|
|
|||
Selling, general and administrative
|
44,579
|
|
|
34,898
|
|
|
34,552
|
|
|||
Depreciation and amortization
|
4,313
|
|
|
3,376
|
|
|
3,008
|
|
|||
Total costs and expenses
|
114,654
|
|
|
99,446
|
|
|
76,717
|
|
|||
Operating income
|
38,527
|
|
|
33,873
|
|
|
26,607
|
|
|||
Interest expense, net
|
10,123
|
|
|
5,131
|
|
|
4,396
|
|
|||
Other expense, net
|
1,477
|
|
|
—
|
|
|
254
|
|
|||
Income before income tax expense
|
26,927
|
|
|
28,742
|
|
|
21,957
|
|
|||
Income tax expense
|
5,208
|
|
|
4,802
|
|
|
8,188
|
|
|||
Net income
|
$
|
21,719
|
|
|
$
|
23,940
|
|
|
$
|
13,769
|
|
|
|
|
|
|
|
||||||
Earnings per share
|
|
|
|
|
|
||||||
Basic
|
$
|
0.74
|
|
|
$
|
0.82
|
|
|
$
|
0.48
|
|
Diluted
|
$
|
0.73
|
|
|
$
|
0.82
|
|
|
$
|
0.47
|
|
|
|
|
|
|
|
||||||
Weighted average shares outstanding
|
|
|
|
|
|
||||||
Basic
|
29,231
|
|
|
29,025
|
|
|
28,637
|
|
|||
Diluted
|
29,587
|
|
|
29,424
|
|
|
28,983
|
|
|||
|
|
|
|
|
|
||||||
Dividends per share
|
$
|
6.54
|
|
|
$
|
0.14
|
|
|
$
|
2.90
|
|
|
Common Stock
|
|
|
|
|
|
|
||||||||
|
Shares
|
|
Amount
|
|
Additional
Paid-In Capital
|
|
Accumulated Deficit
|
|
Total Stockholders’ Deficit
|
||||||
Balance at December 26, 2015
|
28,581,182
|
|
|
286
|
|
|
36,870
|
|
|
(51,966
|
)
|
|
(14,810
|
)
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
13,769
|
|
|
13,769
|
|
|
Exercise of stock options
|
166,210
|
|
|
1
|
|
|
484
|
|
|
—
|
|
|
485
|
|
|
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
1,231
|
|
|
—
|
|
|
1,231
|
|
|
Excess tax benefit of stock-based compensation
|
—
|
|
|
—
|
|
|
1,163
|
|
|
—
|
|
|
1,163
|
|
|
Dividends paid
|
—
|
|
|
—
|
|
|
(38,554
|
)
|
|
(44,714
|
)
|
|
(83,268
|
)
|
|
Balance at December 31, 2016
|
28,747,392
|
|
|
287
|
|
|
1,194
|
|
|
(82,911
|
)
|
|
(81,430
|
)
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
23,940
|
|
|
23,940
|
|
|
Issuance of common stock, net
|
19,168
|
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
Exercise of stock options
|
326,109
|
|
|
3
|
|
|
1,315
|
|
|
—
|
|
|
1,318
|
|
|
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
1,851
|
|
|
—
|
|
|
1,851
|
|
|
Dividends paid
|
—
|
|
|
—
|
|
|
(4,097
|
)
|
|
—
|
|
|
(4,097
|
)
|
|
Balance at December 30, 2017
|
29,092,669
|
|
|
291
|
|
|
262
|
|
|
(58,971
|
)
|
|
$
|
(58,418
|
)
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
21,719
|
|
|
21,719
|
|
|
Issuance of common stock, net
|
50,442
|
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
Exercise of stock options
|
157,819
|
|
|
1
|
|
|
516
|
|
|
—
|
|
|
517
|
|
|
Tax payments for restricted stock upon vesting
|
(3,991
|
)
|
|
—
|
|
|
—
|
|
|
(183
|
)
|
|
(183
|
)
|
|
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
3,725
|
|
|
—
|
|
|
3,725
|
|
|
Dividends paid
|
—
|
|
|
—
|
|
|
(3,466
|
)
|
|
(188,724
|
)
|
|
(192,190
|
)
|
|
Balance at December 29, 2018
|
29,296,939
|
|
|
293
|
|
|
1,036
|
|
|
(226,159
|
)
|
|
(224,830
|
)
|
|
Fiscal Year Ended
|
||||||||||
|
December 29,
2018 |
|
December 30,
2017 |
|
December 31,
2016 |
||||||
|
|
|
|
|
|
||||||
Operating activities
|
|
|
|
|
|
|
|
|
|||
Net income
|
$
|
21,719
|
|
|
$
|
23,940
|
|
|
$
|
13,769
|
|
Adjustments to reconcile net income to cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
4,313
|
|
|
3,376
|
|
|
3,008
|
|
|||
Deferred income taxes
|
(1,054
|
)
|
|
(2,548
|
)
|
|
(1,645
|
)
|
|||
Stock-based compensation expense
|
3,725
|
|
|
1,851
|
|
|
1,231
|
|
|||
Amortization of debt issuance costs
|
1,983
|
|
|
292
|
|
|
437
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
(1,197
|
)
|
|
(1,368
|
)
|
|
205
|
|
|||
Prepaid expenses and other assets
|
(178
|
)
|
|
(503
|
)
|
|
(171
|
)
|
|||
Advertising fund assets and liabilities, net
|
1,657
|
|
|
386
|
|
|
(1,450
|
)
|
|||
Accounts payable and other current liabilities
|
6,996
|
|
|
(876
|
)
|
|
3,648
|
|
|||
Deferred revenue
|
977
|
|
|
3,052
|
|
|
2,644
|
|
|||
Other non-current liabilities
|
(171
|
)
|
|
(167
|
)
|
|
203
|
|
|||
Cash provided by operating activities
|
38,770
|
|
|
27,435
|
|
|
21,879
|
|
|||
|
|
|
|
|
|
||||||
Investing activities
|
|
|
|
|
|
||||||
Purchases of property and equipment
|
(3,982
|
)
|
|
(2,535
|
)
|
|
(2,056
|
)
|
|||
Acquisition of restaurants from franchisees
|
(6,516
|
)
|
|
(3,949
|
)
|
|
—
|
|
|||
Cash used in investing activities
|
(10,498
|
)
|
|
(6,484
|
)
|
|
(2,056
|
)
|
|||
|
|
|
|
|
|
||||||
Financing activities
|
|
|
|
|
|
||||||
Proceeds from exercise of stock options
|
517
|
|
|
1,318
|
|
|
485
|
|
|||
Borrowings of long-term debt
|
551,108
|
|
|
3,500
|
|
|
165,000
|
|
|||
Repayments of long-term debt
|
(364,858
|
)
|
|
(21,000
|
)
|
|
(109,250
|
)
|
|||
Payment of deferred financing costs
|
(9,571
|
)
|
|
—
|
|
|
(1,180
|
)
|
|||
Tax payments for restricted stock upon vesting
|
(183
|
)
|
|
—
|
|
|
—
|
|
|||
Dividends paid
|
(190,737
|
)
|
|
(4,070
|
)
|
|
(83,268
|
)
|
|||
Cash used in financing activities
|
(13,724
|
)
|
|
(20,252
|
)
|
|
(28,213
|
)
|
|||
|
|
|
|
|
|
||||||
Net change in cash, cash equivalents, and restricted cash
|
14,548
|
|
|
699
|
|
|
(8,390
|
)
|
|||
Cash, cash equivalents, and restricted cash at beginning of period
|
6,392
|
|
|
5,693
|
|
|
14,083
|
|
|||
Cash, cash equivalents, and restricted cash at end of period
|
$
|
20,940
|
|
|
$
|
6,392
|
|
|
$
|
5,693
|
|
|
|
|
|
|
|
||||||
Supplemental information:
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
7,601
|
|
|
$
|
4,842
|
|
|
$
|
4,775
|
|
Cash paid for taxes
|
$
|
2,951
|
|
|
$
|
10,096
|
|
|
$
|
7,230
|
|
|
December 29, 2018
|
|
December 30, 2017
|
||||
Cash and cash equivalents
|
$
|
12,493
|
|
|
$
|
4,063
|
|
Restricted cash
|
4,462
|
|
|
—
|
|
||
Restricted cash, included in Advertising fund assets, restricted
|
3,985
|
|
|
2,329
|
|
||
Total cash, cash equivalents, and restricted cash
|
$
|
20,940
|
|
|
$
|
6,392
|
|
Property and Equipment
|
Estimated Useful Lives
|
Leasehold improvements
|
Lesser of the expected lease term or useful life
|
Equipment, furniture and fixtures
|
3 to 7 years
|
Computer software
|
3 years
|
•
|
A significant adverse change in legal factors or in the business climate;
|
•
|
An adverse action or assessment by a regulator;
|
•
|
Unanticipated competition;
|
•
|
A loss of key personnel;
|
•
|
A more-likely-than-not expectation that a reporting unit or a significant portion of a reporting unit will be sold or otherwise disposed of; and
|
•
|
The testing for recoverability of a significant asset group within a reporting unit.
|
|
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
|
|
|||
Commitments and contingencies
|
|
|
|
|
|
||||||
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
|
|
|
|
|
Adjustments for adoption of ASU 2014-09
|
|
|
||||||||||
|
As reported
|
|
Franchise Fees
|
|
Advertising
|
|
As adjusted
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
||||||||
Royalty revenue, franchise fees and other
|
$
|
68,483
|
|
|
$
|
(2,407
|
)
|
|
$
|
—
|
|
|
$
|
66,076
|
|
Advertising fees and related income
|
—
|
|
|
—
|
|
|
30,174
|
|
|
30,174
|
|
||||
Company-owned restaurant sales
|
37,069
|
|
|
—
|
|
|
—
|
|
|
37,069
|
|
||||
Total revenue
|
105,552
|
|
|
(2,407
|
)
|
|
30,174
|
|
|
133,319
|
|
||||
Costs and expenses:
|
|
|
|
|
|
|
|
||||||||
Cost of sales
(1)
|
28,745
|
|
|
—
|
|
|
—
|
|
|
28,745
|
|
||||
Advertising expenses
|
—
|
|
|
—
|
|
|
32,427
|
|
|
32,427
|
|
||||
Selling, general and administrative
|
37,151
|
|
|
—
|
|
|
(2,253
|
)
|
|
34,898
|
|
||||
Depreciation and amortization
|
3,376
|
|
|
—
|
|
|
—
|
|
|
3,376
|
|
||||
Total costs and expenses
|
69,272
|
|
|
—
|
|
|
30,174
|
|
|
99,446
|
|
||||
Operating income
|
36,280
|
|
|
(2,407
|
)
|
|
—
|
|
|
33,873
|
|
||||
Interest expense, net
|
5,131
|
|
|
—
|
|
|
—
|
|
|
5,131
|
|
||||
Income before income tax expense
|
31,149
|
|
|
(2,407
|
)
|
|
—
|
|
|
28,742
|
|
||||
Income tax expense
|
3,845
|
|
|
957
|
|
|
—
|
|
|
4,802
|
|
||||
Net income
|
$
|
27,304
|
|
|
$
|
(3,364
|
)
|
|
$
|
—
|
|
|
$
|
23,940
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings per share
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.94
|
|
|
$
|
(0.12
|
)
|
|
$
|
—
|
|
|
$
|
0.82
|
|
Diluted
|
$
|
0.93
|
|
|
$
|
(0.11
|
)
|
|
$
|
—
|
|
|
$
|
0.82
|
|
|
|
|
|
Adjustments for adoption of ASU 2014-09
|
|
|
||||||||||
|
As reported
|
|
Franchise Fees
|
|
Advertising
|
|
As adjusted
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
||||||||
Royalty revenue, franchise fees and other
|
$
|
57,071
|
|
|
$
|
(2,596
|
)
|
|
$
|
—
|
|
|
$
|
54,475
|
|
Advertising fees and related income
|
—
|
|
|
—
|
|
|
14,561
|
|
|
14,561
|
|
||||
Company-owned restaurant sales
|
34,288
|
|
|
—
|
|
|
—
|
|
|
34,288
|
|
||||
Total revenue
|
91,359
|
|
|
(2,596
|
)
|
|
14,561
|
|
|
103,324
|
|
||||
Costs and expenses:
|
|
|
|
|
|
|
|
||||||||
Cost of sales
(1)
|
25,308
|
|
|
—
|
|
|
—
|
|
|
25,308
|
|
||||
Advertising expenses
|
—
|
|
|
—
|
|
|
13,849
|
|
|
13,849
|
|
||||
Selling, general and administrative
|
33,840
|
|
|
—
|
|
|
712
|
|
|
34,552
|
|
||||
Depreciation and amortization
|
3,008
|
|
|
—
|
|
|
—
|
|
|
3,008
|
|
||||
Total costs and expenses
|
62,156
|
|
|
—
|
|
|
14,561
|
|
|
76,717
|
|
||||
Operating income
|
29,203
|
|
|
(2,596
|
)
|
|
—
|
|
|
26,607
|
|
||||
Interest expense, net
|
4,396
|
|
|
—
|
|
|
—
|
|
|
4,396
|
|
||||
Other expense, net
|
254
|
|
|
—
|
|
|
—
|
|
|
254
|
|
||||
Income before income tax expense
|
24,553
|
|
|
(2,596
|
)
|
|
—
|
|
|
21,957
|
|
||||
Income tax expense
|
9,119
|
|
|
(931
|
)
|
|
—
|
|
|
8,188
|
|
||||
Net income
|
$
|
15,434
|
|
|
$
|
(1,665
|
)
|
|
$
|
—
|
|
|
$
|
13,769
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings per share
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.54
|
|
|
$
|
(0.06
|
)
|
|
$
|
—
|
|
|
$
|
0.48
|
|
Diluted
|
$
|
0.53
|
|
|
$
|
(0.06
|
)
|
|
$
|
—
|
|
|
$
|
0.47
|
|
|
|
As reported
|
|
Adjustments for adoption of ASU 2014-09
|
|
Adjustments for adoption of ASU 2016-18
|
|
As adjusted
|
||||||||
Operating activities
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
27,304
|
|
|
$
|
(3,364
|
)
|
|
$
|
—
|
|
|
$
|
23,940
|
|
Adjustments to reconcile net income to cash provided by operating activities:
|
|
|
|||||||||||||
Depreciation and amortization
|
3,376
|
|
|
—
|
|
|
—
|
|
|
3,376
|
|
||||
Deferred income taxes
|
(3,505
|
)
|
|
957
|
|
|
—
|
|
|
(2,548
|
)
|
||||
Stock-based compensation expense
|
1,851
|
|
|
—
|
|
|
—
|
|
|
1,851
|
|
||||
Amortization of debt issuance costs
|
292
|
|
|
—
|
|
|
—
|
|
|
292
|
|
||||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
||||||||
Accounts receivable
|
(1,368
|
)
|
|
—
|
|
|
—
|
|
|
(1,368
|
)
|
||||
Prepaid expenses and other assets
|
(503
|
)
|
|
—
|
|
|
—
|
|
|
(503
|
)
|
||||
Advertising fund assets and liabilities, net
|
—
|
|
|
—
|
|
|
386
|
|
|
386
|
|
||||
Accounts payable and other current liabilities
|
(876
|
)
|
|
—
|
|
|
—
|
|
|
(876
|
)
|
||||
Deferred revenue
|
645
|
|
|
2,407
|
|
|
—
|
|
|
3,052
|
|
||||
Other non-current liabilities
|
(167
|
)
|
|
—
|
|
|
—
|
|
|
(167
|
)
|
||||
Cash provided by operating activities
|
27,049
|
|
|
—
|
|
|
386
|
|
|
27,435
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Investing activities
|
|
|
|
|
|
|
|
||||||||
Purchases of property and equipment
|
(2,535
|
)
|
|
—
|
|
|
—
|
|
|
(2,535
|
)
|
||||
Acquisition of restaurant from franchisee
|
(3,949
|
)
|
|
—
|
|
|
—
|
|
|
(3,949
|
)
|
||||
Cash used in investing activities
|
(6,484
|
)
|
|
—
|
|
|
—
|
|
|
(6,484
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Financing activities
|
|
|
|
|
|
|
|
||||||||
Proceeds from exercise of stock options
|
1,318
|
|
|
—
|
|
|
—
|
|
|
1,318
|
|
||||
Borrowings of long-term debt
|
3,500
|
|
|
—
|
|
|
—
|
|
|
3,500
|
|
||||
Repayments of long-term debt
|
(21,000
|
)
|
|
—
|
|
|
—
|
|
|
(21,000
|
)
|
||||
Dividends paid
|
(4,070
|
)
|
|
—
|
|
|
—
|
|
|
(4,070
|
)
|
||||
Cash used in financing activities
|
(20,252
|
)
|
|
—
|
|
|
—
|
|
|
(20,252
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Net change in cash, cash equivalents, and restricted cash
|
313
|
|
|
—
|
|
|
386
|
|
|
699
|
|
||||
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
|
$
|
4,063
|
|
|
$
|
—
|
|
|
$
|
2,329
|
|
|
$
|
6,392
|
|
|
As reported
|
|
Adjustments for adoption of ASU 2014-09
|
|
Adjustments for adoption of ASU 2016-18
|
|
As adjusted
|
||||||||
Operating activities
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
15,434
|
|
|
$
|
(1,665
|
)
|
|
$
|
—
|
|
|
$
|
13,769
|
|
Adjustments to reconcile net income to cash provided by operating activities:
|
|
|
|||||||||||||
Depreciation and amortization
|
3,008
|
|
|
—
|
|
|
—
|
|
|
3,008
|
|
||||
Deferred income taxes
|
(714
|
)
|
|
(931
|
)
|
|
—
|
|
|
(1,645
|
)
|
||||
Stock-based compensation expense
|
1,231
|
|
|
—
|
|
|
—
|
|
|
1,231
|
|
||||
Amortization of debt issuance costs
|
437
|
|
|
—
|
|
|
—
|
|
|
437
|
|
||||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
||||||||
Accounts receivable
|
205
|
|
|
—
|
|
|
—
|
|
|
205
|
|
||||
Prepaid expenses and other assets
|
(171
|
)
|
|
—
|
|
|
—
|
|
|
(171
|
)
|
||||
Advertising fund assets and liabilities, net
|
—
|
|
|
—
|
|
|
(1,450
|
)
|
|
(1,450
|
)
|
||||
Accounts payable and other current liabilities
|
3,648
|
|
|
—
|
|
|
—
|
|
|
3,648
|
|
||||
Deferred revenue
|
48
|
|
|
2,596
|
|
|
—
|
|
|
2,644
|
|
||||
Other non-current liabilities
|
203
|
|
|
—
|
|
|
—
|
|
|
203
|
|
||||
Cash provided by operating activities
|
23,329
|
|
|
—
|
|
|
(1,450
|
)
|
|
21,879
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Investing activities
|
|
|
|
|
|
|
|
||||||||
Purchases of property and equipment
|
(2,056
|
)
|
|
—
|
|
|
—
|
|
|
(2,056
|
)
|
||||
Cash used in investing activities
|
(2,056
|
)
|
|
—
|
|
|
—
|
|
|
(2,056
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Financing activities
|
|
|
|
|
|
|
|
||||||||
Proceeds from exercise of stock options
|
485
|
|
|
—
|
|
|
—
|
|
|
485
|
|
||||
Borrowings of long-term debt
|
165,000
|
|
|
—
|
|
|
—
|
|
|
165,000
|
|
||||
Repayments of long-term debt
|
(109,250
|
)
|
|
—
|
|
|
—
|
|
|
(109,250
|
)
|
||||
Payment of deferred financing costs
|
(1,180
|
)
|
|
—
|
|
|
—
|
|
|
(1,180
|
)
|
||||
Dividends paid
|
(83,268
|
)
|
|
—
|
|
|
—
|
|
|
(83,268
|
)
|
||||
Cash used in financing activities
|
(28,213
|
)
|
|
—
|
|
|
—
|
|
|
(28,213
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Net change in cash, cash equivalents, and restricted cash
|
(6,940
|
)
|
|
—
|
|
|
(1,450
|
)
|
|
(8,390
|
)
|
||||
Cash, cash equivalents, and restricted cash at beginning of period
|
10,690
|
|
|
—
|
|
|
3,393
|
|
|
14,083
|
|
||||
Cash, cash equivalents, and restricted cash at end of period
|
$
|
3,750
|
|
|
$
|
—
|
|
|
$
|
1,943
|
|
|
$
|
5,693
|
|
|
|
Fiscal Year
|
|||||||
|
|
December 29,
2018 |
|
December 30,
2017 |
|
December 31,
2016 |
|||
Basic weighted average shares outstanding
|
|
29,231
|
|
|
29,025
|
|
|
28,637
|
|
Dilutive shares
|
|
356
|
|
|
399
|
|
|
346
|
|
Diluted weighted average shares outstanding
|
|
29,587
|
|
|
29,424
|
|
|
28,983
|
|
|
Fair Value
Hierarchy
|
|
December 29, 2018
|
|
December 30, 2017
|
||||||||||||
|
|
Carrying
Value
|
|
Fair Value
|
|
Carrying
Value
|
|
Fair Value
|
|||||||||
Securitized Financing Facility:
|
|
|
|
|
|
|
|
|
|
||||||||
2018-1 Class A-2 Senior Secured Notes
(1)
|
Level 2
|
|
$
|
320,000
|
|
|
$
|
320,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Senior Secured Credit Facility:
|
|
|
|
|
|
|
|
|
|
||||||||
Term loan facility
(1)
|
Level 2
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
64,750
|
|
|
$
|
64,750
|
|
Revolving credit facility
(1)
|
Level 2
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
69,000
|
|
|
$
|
69,000
|
|
|
December 29,
2018 |
|
December 30,
2017 |
||||
Vendor rebates receivable
|
$
|
2,224
|
|
|
$
|
2,145
|
|
Royalties receivable, net
|
1,521
|
|
|
987
|
|
||
Gift card receivable
|
1,484
|
|
|
1,184
|
|
||
Other receivables
|
535
|
|
|
251
|
|
||
Accounts receivable, net
|
$
|
5,764
|
|
|
$
|
4,567
|
|
|
December 29,
2018 |
|
December 30,
2017 |
||||
Equipment, furniture and fixtures
|
$
|
11,192
|
|
|
$
|
9,298
|
|
Leasehold improvements
|
7,929
|
|
|
7,005
|
|
||
Construction in progress
|
1,962
|
|
|
183
|
|
||
Property and equipment, gross
|
21,083
|
|
|
16,486
|
|
||
Less: accumulated depreciation
|
(12,745
|
)
|
|
(10,660
|
)
|
||
Property and equipment, net
|
$
|
8,338
|
|
|
$
|
5,826
|
|
|
December 29,
2018 |
|
December 30,
2017 |
||||
Balance, beginning of period
|
$
|
46,557
|
|
|
$
|
45,128
|
|
Acquisition of restaurants
|
3,098
|
|
|
1,429
|
|
||
Balance, end of period
|
$
|
49,655
|
|
|
$
|
46,557
|
|
|
December 29,
2018 |
|
December 30,
2017 |
|
Weighted Average Amortization Period
(in years)
|
||||
Intangible assets:
|
|
|
|
|
|
|
|
||
Trademarks
|
$
|
32,700
|
|
|
$
|
32,700
|
|
|
|
Indefinite-lived assets
|
32,700
|
|
|
32,700
|
|
|
|
||
Customer relationships
|
26,300
|
|
|
26,300
|
|
|
20.0
|
||
Franchise rights
(1)
|
5,028
|
|
|
2,323
|
|
|
5.4
|
||
Proprietary software
(1)
|
115
|
|
|
115
|
|
|
5.0
|
||
Noncompete agreements
(1)
|
250
|
|
|
250
|
|
|
2.8
|
||
Less: accumulated amortization
|
(13,453
|
)
|
|
(11,249
|
)
|
|
|
||
Definite-lived assets
|
18,240
|
|
|
17,739
|
|
|
17.5
|
||
Intangible assets, net
|
$
|
50,940
|
|
|
$
|
50,439
|
|
|
|
Fiscal year 2019
|
$
|
2,378
|
|
Fiscal year 2020
|
2,117
|
|
|
Fiscal year 2021
|
1,957
|
|
|
Fiscal year 2022
|
1,800
|
|
|
Fiscal year 2023
|
1,692
|
|
|
Thereafter
|
8,296
|
|
|
Total
|
$
|
18,240
|
|
|
December 29,
2018 |
|
December 30,
2017 |
||||
Prepaid expenses
|
$
|
1,468
|
|
|
$
|
946
|
|
Federal income tax receivable
|
—
|
|
|
2,500
|
|
||
Prepaid gift card expenses
|
289
|
|
|
672
|
|
||
Inventories
|
299
|
|
|
216
|
|
||
Total
|
$
|
2,056
|
|
|
$
|
4,334
|
|
|
December 29,
2018 |
|
December 30,
2017 |
||||
Accrued payroll and bonuses
|
$
|
5,183
|
|
|
$
|
4,192
|
|
Current portion of deferred revenues
|
2,343
|
|
|
2,041
|
|
||
Gift card liability
|
2,782
|
|
|
2,074
|
|
||
Taxes payable
|
398
|
|
|
163
|
|
||
Other accrued liabilities
|
5,495
|
|
|
2,459
|
|
||
Total
|
$
|
16,201
|
|
|
$
|
10,929
|
|
|
Fiscal Year
|
||||||||||
|
December 29,
2018 |
|
December 30,
2017 |
|
December 31,
2016 |
||||||
Current expense
|
|
|
|
|
|
|
|
|
|||
Federal
|
$
|
4,932
|
|
|
$
|
6,204
|
|
|
$
|
8,854
|
|
State
|
1,089
|
|
|
800
|
|
|
847
|
|
|||
Foreign
|
241
|
|
|
346
|
|
|
132
|
|
|||
Deferred expense (benefit)
|
|
|
|
|
|
||||||
Federal
|
(946
|
)
|
|
(2,660
|
)
|
|
(1,571
|
)
|
|||
State
|
(108
|
)
|
|
112
|
|
|
(74
|
)
|
|||
Income tax expense
|
$
|
5,208
|
|
|
$
|
4,802
|
|
|
$
|
8,188
|
|
|
Fiscal Year
|
||||||||||
|
December 29,
2018 |
|
December 30,
2017 |
|
December 31,
2016 |
||||||
Expected income tax expense at statutory rate
|
$
|
5,655
|
|
|
$
|
10,060
|
|
|
$
|
7,685
|
|
Tax Act impact on deferred taxes
|
—
|
|
|
(3,647
|
)
|
|
—
|
|
|||
Permanent differences
|
(1,462
|
)
|
|
(2,300
|
)
|
|
92
|
|
|||
State tax expense, net of federal benefit
|
520
|
|
|
589
|
|
|
373
|
|
|||
Foreign tax expense
|
241
|
|
|
347
|
|
|
132
|
|
|||
Foreign tax credits
|
(241
|
)
|
|
(347
|
)
|
|
(132
|
)
|
|||
Increase in unrecognized tax benefit
|
322
|
|
|
114
|
|
|
185
|
|
|||
Valuation allowance
|
—
|
|
|
—
|
|
|
—
|
|
|||
Other
|
173
|
|
|
(14
|
)
|
|
(147
|
)
|
|||
Income tax expense
|
$
|
5,208
|
|
|
$
|
4,802
|
|
|
$
|
8,188
|
|
|
December 29, 2018
|
|
December 30, 2017
|
||||
Deferred tax assets:
|
|
|
|
|
|
||
Deferred revenue
|
$
|
4,470
|
|
|
$
|
4,282
|
|
Accrued bonus
|
276
|
|
|
53
|
|
||
Stock based compensation
|
735
|
|
|
607
|
|
||
Deferred rent
|
257
|
|
|
270
|
|
||
Intangible assets
|
118
|
|
|
191
|
|
||
Other
|
405
|
|
|
157
|
|
||
Net operating loss carryforwards and credits
|
571
|
|
|
443
|
|
||
Valuation allowance
|
(482
|
)
|
|
(482
|
)
|
||
|
6,350
|
|
|
5,521
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Intangible assets
|
(10,933
|
)
|
|
(11,302
|
)
|
||
Property and equipment
|
(283
|
)
|
|
(139
|
)
|
||
|
(11,216
|
)
|
|
(11,441
|
)
|
||
Net deferred tax liability
|
$
|
(4,866
|
)
|
|
$
|
(5,920
|
)
|
Balance as of December 26, 2015
|
$
|
465
|
|
Additions for tax positions of prior years
|
—
|
|
|
Subtractions for tax positions of prior years
|
—
|
|
|
Additions for tax positions of current year
|
137
|
|
|
Subtractions for tax positions of current year
|
—
|
|
|
Balance as of December 31, 2016
|
602
|
|
|
Additions for tax positions of prior years
|
—
|
|
|
Subtractions for tax positions of prior years
|
—
|
|
|
Additions for tax positions of current year
|
78
|
|
|
Subtractions for tax positions of current year
|
—
|
|
|
Balance as of December 30, 2017
|
680
|
|
|
Additions for tax positions of prior years
|
78
|
|
|
Subtractions for tax positions of prior years
|
—
|
|
|
Additions for tax positions of current year
|
155
|
|
|
Subtractions for tax positions of current year
|
—
|
|
|
Balance as of December 29, 2018
|
$
|
913
|
|
|
December 29, 2018
|
|
December 30, 2017
|
||||
Term loan
|
$
|
—
|
|
|
$
|
64,750
|
|
Revolving credit facility
|
—
|
|
|
69,000
|
|
||
2018-1 Class A-2 Senior Secured Notes
|
320,000
|
|
|
—
|
|
||
Debt issuance costs, net of amortization
|
(8,226
|
)
|
|
(409
|
)
|
||
Less: current portion of debt
|
(2,400
|
)
|
|
(3,500
|
)
|
||
Long-term debt, net
|
$
|
309,374
|
|
|
$
|
129,841
|
|
Fiscal year 2019
|
$
|
2,400
|
|
Fiscal year 2020
|
3,200
|
|
|
Fiscal year 2021
|
3,200
|
|
|
Fiscal year 2022
|
3,200
|
|
|
Fiscal year 2023
|
308,000
|
|
|
Total
|
$
|
320,000
|
|
Fiscal year 2019
|
$
|
2,181
|
|
Fiscal year 2020
|
2,214
|
|
|
Fiscal year 2021
|
2,005
|
|
|
Fiscal year 2022
|
1,800
|
|
|
Fiscal year 2023
|
1,523
|
|
|
Thereafter
|
2,145
|
|
|
Total
|
$
|
11,868
|
|
|
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
|
(158
|
)
|
|
3.29
|
|
|
|
|
|
|||
Options canceled
|
(28
|
)
|
|
7.53
|
|
|
|
|
|
|||
Outstanding - December 29, 2018
|
236
|
|
|
$
|
6.04
|
|
|
$
|
13,848
|
|
|
4.8
|
|
Stock Options
|
|
Weighted average
grant-date fair value
|
|||
Non-vested options - December 30, 2017
|
171
|
|
|
$
|
9.54
|
|
Granted
|
2
|
|
|
$
|
44.03
|
|
Vested
|
(86
|
)
|
|
$
|
6.76
|
|
Forfeited
|
(28
|
)
|
|
$
|
7.53
|
|
Non-vested options - December 29, 2018
|
59
|
|
|
$
|
12.82
|
|
|
2016
|
||
Risk-free interest
|
1.44
|
%
|
|
Expected life (years)
|
6.2
|
|
|
Expected dividend yield
|
0
|
%
|
|
Volatility
|
52.0
|
%
|
|
Weighted-average Black-Scholes fair value per share at date of grant
|
$
|
13.74
|
|
|
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
|
63
|
|
|
43.88
|
|
|
73
|
|
|
46.23
|
|
||
Units vested
|
(31
|
)
|
|
27.12
|
|
|
(14
|
)
|
|
26.25
|
|
||
Units canceled
|
(23
|
)
|
|
32.56
|
|
|
(15
|
)
|
|
31.65
|
|
||
Outstanding - December 29, 2018
|
103
|
|
|
$
|
36.18
|
|
|
130
|
|
|
$
|
40.46
|
|
|
Restricted Stock Awards
|
|
Weighted Average Grant Date Fair Value
|
|||
Outstanding - December 30, 2017
|
15
|
|
|
$
|
27.89
|
|
Awards granted
|
6
|
|
|
49.00
|
|
|
Awards vested
|
(5
|
)
|
|
27.52
|
|
|
Awards canceled
|
—
|
|
|
—
|
|
|
Outstanding - December 29, 2018
|
16
|
|
|
$
|
36.02
|
|
|
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
|
|
|
Purchase Price Allocation
|
||
|
July 16, 2017
|
||
|
Acquisition
|
||
Working capital
|
$
|
16
|
|
Property and equipment
|
183
|
|
|
Reacquired franchise rights
|
2,323
|
|
|
Goodwill
|
1,429
|
|
|
Gift card liability
|
(2
|
)
|
|
Total purchase price
|
$
|
3,949
|
|
|
Fiscal Year
|
|||||||
|
December 29,
2018 |
|
December 30,
2017 |
|
December 31,
2016 |
|||
Royalty revenue
|
61,882
|
|
|
53,204
|
|
|
46,779
|
|
Advertising fees and related income
|
34,484
|
|
|
30,174
|
|
|
14,561
|
|
Franchise fees
|
2,924
|
|
|
2,535
|
|
|
2,198
|
|
|
Fiscal Year
|
||||||||||
|
December 29,
2018 |
|
December 30,
2017 |
|
December 31,
2016 |
||||||
Revenue:
|
|
|
|
|
|
||||||
Franchise segment
|
$
|
106,342
|
|
|
$
|
96,250
|
|
|
$
|
69,036
|
|
Company segment
|
46,839
|
|
|
37,069
|
|
|
34,288
|
|
|||
Total segment revenue
|
$
|
153,181
|
|
|
$
|
133,319
|
|
|
$
|
103,324
|
|
|
|
|
|
|
|
||||||
Segment Profit:
|
|
|
|
|
|
||||||
Franchise segment
|
$
|
30,645
|
|
|
$
|
29,230
|
|
|
$
|
23,254
|
|
Company segment
|
10,303
|
|
|
4,643
|
|
|
5,526
|
|
|||
Total segment profit
|
40,948
|
|
|
33,873
|
|
|
28,780
|
|
|||
Corporate and other
(1)
|
2,421
|
|
|
—
|
|
|
2,173
|
|
|||
Interest expense, net
|
10,123
|
|
|
5,131
|
|
|
4,396
|
|
|||
Other (income) expense, net
|
1,477
|
|
|
—
|
|
|
254
|
|
|||
Income before taxes
|
$
|
26,927
|
|
|
$
|
28,742
|
|
|
$
|
21,957
|
|
Capital expenditures:
|
|
|
|
|
|
||||||
Franchise segment
|
$
|
2,930
|
|
|
$
|
864
|
|
|
$
|
387
|
|
Company segment
(2)
|
1,052
|
|
|
1,671
|
|
|
1,669
|
|
|||
Total capital expenditures
|
$
|
3,982
|
|
|
$
|
2,535
|
|
|
$
|
2,056
|
|
|
|
As of
|
||||||
|
December 29, 2018
|
|
December 30, 2017
|
||||
Segment assets:
|
|
|
|
||||
Franchise segment
|
$
|
97,455
|
|
|
$
|
98,069
|
|
Company segment
|
19,841
|
|
|
14,166
|
|
||
Total segment assets
|
117,296
|
|
|
112,235
|
|
||
Corporate and other
(3)
|
22,453
|
|
|
7,601
|
|
||
Total assets
|
$
|
139,749
|
|
|
$
|
119,836
|
|
|
|
As of
|
||||||
|
December 29, 2018
|
|
December 30, 2017
|
||||
Segment goodwill:
|
|
|
|
||||
Franchise segment
|
$
|
39,930
|
|
|
$
|
39,930
|
|
Company segment
|
9,725
|
|
|
6,627
|
|
||
Total goodwill
|
$
|
49,655
|
|
|
$
|
46,557
|
|
|
Quarter Ended
|
||||||||||||||||||||||||||||||
|
December 29, 2018
|
|
September 29, 2018
|
|
June 30, 2018
|
|
March 31, 2018
|
|
December 30, 2017
|
|
September 30, 2017
|
|
July 1, 2017
|
|
April 1, 2017
|
||||||||||||||||
Total revenue
|
$
|
40,509
|
|
|
$
|
38,246
|
|
|
$
|
37,037
|
|
|
$
|
37,389
|
|
|
$
|
35,208
|
|
|
$
|
33,123
|
|
|
$
|
31,578
|
|
|
$
|
33,410
|
|
Operating income
|
8,679
|
|
|
10,356
|
|
|
9,926
|
|
|
9,566
|
|
|
8,466
|
|
|
8,696
|
|
|
8,186
|
|
|
8,525
|
|
||||||||
Net income
|
2,419
|
|
|
6,293
|
|
|
6,839
|
|
|
6,168
|
|
|
8,072
|
|
|
4,704
|
|
|
4,907
|
|
|
6,257
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Earnings per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic
|
$
|
0.08
|
|
|
$
|
0.21
|
|
|
$
|
0.23
|
|
|
$
|
0.21
|
|
|
$
|
0.28
|
|
|
$
|
0.16
|
|
|
$
|
0.17
|
|
|
$
|
0.22
|
|
Diluted
|
$
|
0.08
|
|
|
$
|
0.21
|
|
|
$
|
0.23
|
|
|
$
|
0.21
|
|
|
$
|
0.27
|
|
|
$
|
0.16
|
|
|
$
|
0.17
|
|
|
$
|
0.21
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Weighted average shares outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic
|
29,296
|
|
|
29,284
|
|
|
29,230
|
|
|
29,116
|
|
|
29,094
|
|
|
29,081
|
|
|
29,032
|
|
|
28,895
|
|
||||||||
Diluted
|
29,620
|
|
|
29,584
|
|
|
29,528
|
|
|
29,503
|
|
|
29,459
|
|
|
29,384
|
|
|
29,394
|
|
|
29,336
|
|
Subsidiary
|
|
Jurisdiction of Incorporation or Organization
|
Wingstop Holdings, Inc.
|
|
Delaware
|
Wingstop Restaurants Inc.
|
|
Texas
|
Wingstop Guarantor LLC
|
|
Delaware
|
Wingstop Funding LLC
|
|
Delaware
|
Wingstop Franchising LLC
|
|
Delaware
|
Wingstop Restaurants LLC
|
|
Nevada
|
Wingstop Beverages, Inc.
|
|
Texas
|
Wingstop Beverages II, Inc.
|
|
Texas
|
Wingstop Beverages III, Inc.
|
|
Texas
|
Wingstop GCM, LLC
|
|
Florida
|
(1)
|
Registration Statement (Form S-8, No. 333-205143) of Wingstop Inc., and
|
(2)
|
Registration Statement (Form S-3 No. 333-212393), as amended by Post-Effective Amendment No. 1 of Wingstop Inc.;
|
1.
|
I have reviewed this Annual Report on Form 10-K 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:
|
February 27, 2019
|
|
|
By:
|
/s/ Charles R. Morrison
|
|
Chairman and Chief Executive Officer
|
|
(Principal Executive Officer)
|
|
|
1.
|
I have reviewed this Annual Report on Form 10-K 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:
|
February 27, 2019
|
|
|
By:
|
/s/ Michael J. Skipworth
|
|
Chief Financial Officer
|
|
(Principal Financial and Accounting Officer)
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; 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:
|
February 27, 2019
|
|
|
By:
|
/s/ Charles R. Morrison
|
|
Chairman and Chief Executive Officer
|
|
(Principal Executive Officer)
|
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; 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:
|
February 27, 2019
|
|
|
By:
|
/s/ Michael J. Skipworth
|
|
Chief Financial Officer
|
|
(Principal Financial and Accounting Officer)
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