What changed in this filing

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Item 4. Controls and Procedures

2021-05-12 compared with 2020-11-04 · 30 added, 31 removed, 31 unchanged (66% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

The management of the Company, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of September 27, 2020.

Based on such evaluations, the Chief Executive Officer and Chief Financial Officer concluded that, as of September 27, 2020, the disclosure controls and procedures of the Company were effective at a reasonable assurance level in (1) recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act and (2) ensuring that information required to be disclosed by the Company in such reports is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Based on such evaluations, the Chief Executive Officer and Chief Financial Officer concluded that as of April 4, 2021, the disclosure controls and procedures of the Company were effective at a reasonable assurance level in (1) recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act and (2) ensuring that information required to be disclosed by the Company in such reports is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There were no changes in the internal control over financial reporting of the Company during the third quarter of 2020 that materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

There were no changes in the internal control over financial reporting of the Company during the first quarter of 2021 that materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

15 unchanged sentences

• the disruption to our business from the novel coronavirus (COVID-19) pandemic and the impact of the pandemic on our results of operations, financial condition and prospects;

• the impact of competition, including from outside the quick-service restaurant industry;

• changes in consumer tastes and preferences, unemployment and discretionary consumer spending;

• prevailing conditions and disruptions in the national and global economies, including areas with a high concentration of Wendy’s restaurants;

• food safety events, including instances of food-borne illness, involving Wendy’s, its supply chain or other food service companies;

• the success of our operating, promotional, marketing or new product development initiatives, including risks associated with our entry into the breakfast daypart across the U.S.

• our ability to achieve our growth strategy through net new restaurant development, including the availability of suitable locations and terms, and the success of our Image Activation program, including the ability of reimaged restaurants to positively affect sales;

• changes in commodity and other operating costs, including supply, distribution and labor costs;

• our ability to attract and retain qualified restaurant personnel;

• shortages or interruptions in the supply or distribution of food or other products and other risks associated with our independent supply chain purchasing co-op;

• consumer concerns regarding the nutritional aspects of our products;

• the effects of disease outbreaks, epidemics or pandemics;

• the effects of negative publicity that can occur from socially relevant issues or from increased use of social media;

• risks associated with our international operations, including our ability to achieve our international growth strategy;

• risks associated with our digital commerce strategy, platforms and technologies, including our ability to adapt to changes in industry trends and consumer preferences;

• our dependence on computer systems and information technology, including risks associated with the failure, interruption or breach of our systems or technology or other cyber incidents or deficiencies;

• risks associated with the realignment and reinvestment of resources in our IT organization to accelerate growth and the realignment and reallocation of resources to better support long-term growth strategies for Company and franchise operations;

• our ability to effectively manage the acquisition and disposition of restaurants or successfully implement other strategic initiatives;

• conditions beyond our control, such as adverse weather conditions, natural disasters, hostilities, social unrest or other catastrophic events;

• the availability and cost of insurance;

• the impact of competition or poor customer experiences at Wendy’s restaurants;

• economic disruptions, including in regions with a high concentration of Wendy’s restaurants;

• changes in discretionary consumer spending and consumer tastes and preferences;

• impacts to our corporate reputation or the value and perception of our brand;

• the effectiveness of our marketing and advertising programs and new product development;

• our ability to manage the accelerated impact of social media;

• our ability to protect our intellectual property;

• food safety events or health concerns involving our products;

• our ability to achieve our growth strategy through new restaurant development and our Image Activation program;

• our ability to effectively manage the acquisition and disposition of restaurants or successfully implement other

strategic initiatives;

• risks associated with leasing and owning significant amounts of real estate, including environmental matters;

• our ability to achieve and maintain market share in the breakfast daypart;

• risks associated with our international operations, including our ability to execute our international growth strategy;

• changes in commodity and other operating costs;

• shortages or interruptions in the supply or distribution of our products and other risks associated with our independent

supply chain purchasing co-op;

• the impact of increased labor costs or labor shortages;

• the continued succession and retention of key personnel and the effectiveness of our leadership structure;

• compliance with legal or regulatory requirements, the impact of legal or regulatory proceedings and risks associated with an increased focus on environmental, social and governance issues;

• risks associated with leasing and owning significant amounts of real estate, including a decline in the value of our real estate assets or liability for environmental matters;

• the effects of charges for impairment of goodwill or other long-lived assets;

• risks associated with our securitized financing facility and other debt agreements, including our overall debt levels and our ability to generate sufficient cash flow to meet increased debt service obligations, compliance with operational and financial covenants and restrictions on our ability to raise additional capital;

• the availability, terms and deployment of capital, including the amount and timing of equity and debt repurchases;

• risks and uncertainties associated with the bankruptcy of the Company’s largest franchisee, NPC Quality Burgers, Inc.;

• other risks and uncertainties affecting us and our subsidiaries referred to in this Quarterly Report on Form 10-Q (see especially Part II, “Item 1A.

Risk Factors”), our Annual Report on Form 10-K filed with the SEC on February 26, 2020 (see especially “Item 1A.

• risks associated with our digital commerce strategy, platforms and technologies, including our ability to adapt to changes in industry trends and consumer preferences;

• our dependence on computer systems and information technology, including risks associated with the failure, misuse, interruption or breach of our systems or technology or other cyber incidents or deficiencies;

• risks associated with our securitized financing facility and other debt agreements, including compliance with operational and financial covenants, restrictions on our ability to raise additional capital, the impact of our overall debt levels and our ability to generate sufficient cash flow to meet our debt service obligations and operate our business;

• risks associated with our capital allocation policy, including the amount and timing of equity and debt repurchases and

dividend payments;

• risks associated with complaints and litigation, compliance with legal and regulatory requirements and an increased focus on environmental, social and governance issues;

• risks associated with the availability and cost of insurance, changes in accounting standards, the recognition of impairment or other charges, the impact of realignment and reorganization initiatives, changes in tax rates or tax laws and fluctuations in foreign currency exchange rates;

• conditions beyond our control, such as adverse weather conditions, natural disasters, hostilities, social unrest, health epidemics or pandemics or other catastrophic events;

• other risks and uncertainties affecting us and our subsidiaries referred to in our Annual Report on Form 10-K filed with the SEC on March 3, 2021 (see especially “Item 1A.

Risk Factors” and “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations”) and in our other current and periodic filings with the Securities and Exchange Commission.

Management’s Discussion and Analysis of Financial Condition and Results of Operations”) and in our other current and periodic filings with the SEC.

In addition to the factors described above, there are risks associated with our predominantly franchised business model that could impact our results, performance and achievements.

7 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 4. Controls and Procedures