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Evaluation of Disclosure Controls and Procedures
−Removed: 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 October 2, 2022.
−Removed: Based on such evaluations, the Chief Executive Officer and Chief Financial Officer concluded that as of October 2, 2022, 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.
+Added: 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 April 2, 2023.
+Added: Based on such evaluations, the Chief Executive Officer and Chief Financial Officer concluded that as of April 2, 2023, 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
−Removed: During the third quarter of 2022, the Company completed the implementation of a new ERP system.
−Removed: Our new ERP system is intended to provide us with enhanced transactional processing, security and management tools, and is an important component of our system of disclosure controls and procedures.
−Removed: We modified and removed certain existing internal controls, as well as implemented new controls and procedures impacted by the implementation of the new ERP system.
−Removed: We will continue to monitor and evaluate the operating effectiveness of the related controls during subsequent periods.
−Removed: Except for the implementation of the new ERP system, there were no other changes in the internal control over financial reporting of the Company during the third quarter of 2022 that materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.
+Added: There were no changes in the internal control over financial reporting of the Company during the first quarter of 2023 that materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls
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Such factors include, but are not limited to, the following:
−Removed: • 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 or poor customer experiences at Wendy’s restaurants;
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• changes in discretionary consumer spending and consumer tastes and preferences;
+Added: • the disruption to our business from the COVID-19 pandemic and the impact of the pandemic on our results of operations, financial condition and prospects;
• impacts to our corporate reputation or the value and perception of our brand;
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• food safety events or health concerns involving our products;
+Added: • our ability to deliver accelerated global sales growth and achieve or maintain market share across our dayparts;
• our ability to achieve our growth strategy through new restaurant development and our Image Activation program;
−Removed: • our ability to effectively manage the acquisition and disposition of restaurants or successfully implement other
−Removed: strategic initiatives;
+Added: • 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;
−Removed: • 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;
−Removed: • shortages or interruptions in the supply or distribution of our products and other risks associated with our independent
−Removed: supply chain purchasing co-op;
+Added: • 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;
−Removed: • the continued succession and retention of key personnel and the effectiveness of our leadership structure;
+Added: • the continued succession and retention of key personnel and the effectiveness of our leadership and organizational structure;
• risks associated with our digital commerce strategy, platforms and technologies, including our ability to adapt to changes in industry trends and consumer preferences;
−Removed: • 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;
+Added: • our dependence on computer systems and information technology, including risks associated with the failure or interruption of our systems or technology or the occurrence of 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;
−Removed: • risks associated with our capital allocation policy, including the amount and timing of equity and debt repurchases and
−Removed: dividend payments;
+Added: • 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;
−Removed: • risks associated with the availability and cost of insurance, changes in accounting standards, the recognition of impairment or other charges, the impact of reorganization and realignment initiatives, changes in tax rates or tax laws and fluctuations in foreign currency exchange rates;
+Added: • risks associated with the availability and cost of insurance, changes in accounting standards, the recognition of impairment or other charges, changes in tax rates or tax laws and fluctuations in foreign currency exchange rates;
• conditions beyond our control, such as adverse weather conditions, natural disasters, hostilities, social unrest, health epidemics or pandemics or other catastrophic events;
−Removed: • Trian Fund Management, L.P.
−Removed: and certain of its affiliates filed a Schedule 13D/A with the Securities and Exchange Commission on May 24, 2022 indicating, among other things, that they intend to explore and evaluate the possibility of participating, alone or with third parties, in a potential transaction with respect to us to enhance stockholder value;
−Removed: there can be no assurance that (i) any such potential transaction will occur or result in additional value for our stockholders or (ii) that the exploration of a potential transaction will not have an adverse impact on our business;
+Added: • risks associated with our organizational redesign;
• 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 1, 2023 (see especially “Item 1A.
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Our predominantly franchised business model may also impact the ability of the Wendy’s system to effectively respond and adapt to market changes.
−Removed: Many of these risks have been or in the future may be heightened due to the business disruption and impact from the COVID-19 pandemic.
All future written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to above.
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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.