77 unchanged sentences
001-37425) on March 10, 2022 and incorporated herein by reference.
+Added: 4.5 First Amendment to the Second Amended and Restated Base Indenture, dated as of December 3, 2024, by and between Wingstop Funding LLC, as Issuer, and Citibank, N.A., as Trustee and Securities Intermediary, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No.
+Added: 001-37425) on December 4, 2024 and incorporated herein by reference.
+Added: 4.6 Series 2024-1 Supplement to Base Indenture, dated as of December 3, 2024, by and between Wingstop Funding LLC, as Issuer of the Series 2024-1 fixed rate senior secured notes, Class A-2, and Series 2022-1 variable funding senior secured notes, Class A-1, and Citibank, N.A., as Trustee and Series 2024-1 Securities Intermediary, filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K (File No.
+Added: 001-37425) on December 4, 2024 and incorporated herein by reference.
+Added: 4.7 First Supplement to Series 2022-1 Supplement, dated as of December 3, 2024, by and between Wingstop Funding LLC, as Issuer of the Series 2022-1 variable funding senior notes, Class A-1, and Citibank, N.A., as Trustee and Series 2022-1 Securities Intermediary, filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K (File No.
+Added: 001-37425) on December 4, 2024 and incorporated herein by reference.
4.8 Description of Wingstop Inc.
14 unchanged sentences
001-37425) and incorporated herein by reference.
−Removed: 10.6† Amended and Restated Form of Performance-based Restricted Stock Unit Award Agreement under the Wingstop Inc.
−Removed: 2015 Omnibus Incentive Compensation Plan, filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 28, 2020 (File No.
−Removed: 001-37425) and incorporated herein by reference.
−Removed: 10.7† Amended and Restated Form of Service-based Restricted Stock Unit Award Agreement under the Wingstop Inc.
−Removed: 2015 Omnibus Incentive Compensation Plan, filed as Exhibit 10.14 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2019 (File No.
−Removed: 001-37425) and incorporated herein by reference.
−Removed: 10.8† Amended and Restated Form of Restricted Stock Award Agreement under the Wingstop Inc.
−Removed: 2015 Omnibus Incentive Compensation Plan, filed as Exhibit 10.15 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2019 (File No.
−Removed: 001-37425) and incorporated herein by reference.
−Removed: 10.9† Amended and Restated Form of Stock Option Award Agreement under the Wingstop Inc.
−Removed: 2015 Omnibus Incentive Compensation Plan, filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 28, 2020 (File No.
−Removed: 001-37425) and incorporated herein by reference.
10.6† Wingstop Inc.
+Added: 2024 Omnibus Incentive Plan, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.
+Added: 001-37425) on May 23, 2024 and incorporated herein by reference.
+Added: 10.7† Form of Service-based Restricted Stock Unit Award Agreement under the Wingstop Inc.
+Added: 2024 Omnibus Incentive Plan, filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No.
+Added: 001-37425) on May 23, 2024 and incorporated herein by reference.
+Added: 10.8† Form of Performance-based Restricted Stock Unit Award Agreement under the Wingstop Inc.
+Added: 2024 Omnibus Incentive Plan, filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No.
+Added: 001-37425) on May 23, 2024 and incorporated herein by reference.
+Added: 10.9† Form of Stock Option Award Agreement under the Wingstop Inc.
+Added: 2024 Omnibus Incentive Plan, filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K (File No.
+Added: 001-37425) on May 23, 2024 and incorporated herein by reference.
+Added: 10.10† Form of Restricted Stock Award Agreement under the Wingstop Inc.
+Added: 2024 Omnibus Incentive Plan, filed as Exhibit 10.5 to the Company’s Current Report on Form 8-K (File No.
+Added: 001-37425) on May 23, 2024 and incorporated herein by reference.
+Added: 10.11† Wingstop Inc.
Amended and Restated Executive Severance Plan, effective May 26, 2022, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.
12 unchanged sentences
001-37425) on April 29, 2022 and incorporated herein by reference.
−Removed: 10.15 Class A-1 Note Purchase Agreement, dated as of March 9, 2022, by and among Wingstop Funding LLC, as Issuer, each of Wingstop Guarantor LLC and Wingstop Franchising LLC, each as a Guarantor, Wingstop Restaurants Inc., as Manager, the conduit investors party thereto, the financial institutions party thereto, certain funding agents, Morgan Stanley Asset Funding Inc., as Administrative Agent and Morgan Stanley Bank, N.A., as L/C Provider, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.
−Removed: 001-37425) on March 10, 2022 and incorporated herein by reference.
+Added: 10.16 Purchase Agreement, dated as of November 19, 2024, by and among the Company, certain indirect subsidiaries of the Company party thereto, Morgan Stanley & Co.
+Added: LLC and Barclays Capital Inc, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.
+Added: 001-37425) on November 20, 2024 and incorporated herein by reference.
+Added: 10.17 Amended and Restated Class A-1 Note Purchase Agreement, dated as of December 3, 2024, by and among Wingstop Funding LLC, as Issuer, each of Wingstop Guarantor LLC and Wingstop Franchising LLC, each as a Guarantor, Wingstop Restaurants Inc., as Manager, the conduit investors party thereto, the financial institutions party thereto, certain funding agents, Morgan Stanley Asset Funding Inc., as Administrative Agent and Morgan Stanley Bank, N.A., as L/C Provider, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.
+Added: 001-37425) on December 4, 2024 and incorporated herein by reference.
+Added: 19.1* Wingstop Inc.
+Added: Insider Trading Compliance Policy.
21.1* List of Subsidiaries of Wingstop Inc.
6 unchanged sentences
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: 97.1*† W ingstop Inc.
−Removed: Clawback Policy.
+Added: 97.1† Wingstop Inc.
+Added: Clawback Policy , filed as Exhibit 97 .1 to the Company’s Annual Report on Form 10- K for the fiscal year ended December 30 , 202 3 (File No.
+Added: 001-37425) and incorporated herein by reference .
101.INS* Inline XBRL Instance Document (XBRL tags are embedded within the Inline XBRL document).
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Smith Director February 19, 2025
+Added: /s/ Thomas R.
+Added: Greco Director February 19, 2025
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
60 unchanged sentences
Property and equipment, net 125,953 91,292
+Added: Operating lease assets 49,046 19,092
Goodwill 74,718 67,708
6 unchanged sentences
Accounts payable $ 6,943 $ 4,725
+Added: Current portion of operating lease liabilities 1,059 2,380
Other current liabilities 46,782 38,571
−Removed: Current portion of debt — 7,300
Advertising fund liabilities 32,659 25,328
1 unchanged sentence
Long-term debt, net 1,206,201 712,327
+Added: Operating lease liabilities 58,169 17,807
Deferred revenues, net of current 38,877 30,145
30 unchanged sentences
Depreciation and amortization 19,490 13,239 10,899
−Removed: Loss on disposal of assets 95 1,164 ( 3,497 )
+Added: (Gain) loss on disposal of assets ( 1,038 ) 95 1,164
Total costs and expenses 460,191 347,461 265,588
9 unchanged sentences
Diluted $ 3.70 $ 2.35 $ 1.77
−Removed: Weighted average shares outstanding
−Removed: Basic 29,769 29,893 29,769
−Removed: Diluted 29,856 29,963 29,944
−Removed: Dividends per share $ 0.82 $ 4.72 $ 0.62
Other comprehensive income (loss)
24 unchanged sentences
Dividends declared on common stock and equivalents — — ( 16,239 ) ( 8,490 ) — ( 24,729 )
+Added: Purchases of common stock ( 645,952 ) ( 7 ) ( 391 ) ( 125,878 ) — ( 126,276 )
Currency translation adjustment — — — — 296 296
22 unchanged sentences
Stock-based compensation expense 22,060 15,558 4,200
−Removed: Loss (gain) on disposal of assets 95 1,164 ( 3,497 )
+Added: (Gain) loss on disposal of assets ( 1,038 ) 95 1,164
Loss on debt extinguishment — — 814
10 unchanged sentences
Purchases of property and equipment ( 51,929 ) ( 40,833 ) ( 23,940 )
−Removed: Acquisitions of restaurants from franchisees ( 10,832 ) ( 7,809 ) ( 4,876 )
+Added: Acquisition of restaurants from franchisee ( 14,048 ) ( 10,832 ) ( 7,809 )
Proceeds from sales of assets 4,000 320 4,063
10 unchanged sentences
Cash provided by (used in) financing activities 144,765 ( 155,487 ) 103,254
−Removed: Net increase (decrease) in cash, cash equivalents, and restricted cash ( 86,039 ) 150,809 ( 4,364 )
+Added: Net increase in cash, cash equivalents, and restricted cash 239,898 ( 86,039 ) 150,809
Cash, cash equivalents, and restricted cash at beginning of period 119,676 205,715 54,906
12 unchanged sentences
The Company's restaurant base is 98 % franchised, with 2,513 franchised restaurants (including 359 international restaurants) and 50 company-owned restaurants as of December 28, 2024.
−Removed: The Company operates as a single segment for reporting purposes.
Summary of Significant Accounting Policies
6 unchanged sentences
Fiscal years 2024, 2023, and 2022 included 52, 52, and 53 weeks, respectively.
−Removed: The 53 rd week in fiscal 2022 fell in the fourth fiscal quarter.
+Added: The 53 rd week in fiscal 2022 fell in the fiscal fourth quarter.
(c) Use of Estimates
21 unchanged sentences
Inventories, which consist of food and beverage products, paper goods, and supplies, are valued at the lower of cost (first-in, first-out) or net realizable value.
−Removed: (g) Property and Equipment
+Added: (g) Cloud Computing Arrangements
+Added: Cloud computing arrangements (“CCA”) are recorded at cost less accumulated amortization.
+Added: The Company capitalizes implementation costs associated with its cloud computing arrangements, which are recorded net of amortization in “Prepaid expenses and other current assets” and “Other assets.” CCA implementation costs are amortized over the term of the related hosting agreement, including renewal periods that are reasonably certain to be exercised.
+Added: CCA implementation costs are included within operating activities in the Company’s consolidated statements of cash flows.
+Added: (h) Property and Equipment
Property and equipment is recorded at cost less accumulated depreciation.
−Removed: Property and equipment is depreciated based on the straight-line method over the following estimated useful lives:
+Added: Cost includes all direct costs necessary to acquire and prepare assets for use or to develop or obtain internal-use software, including internal labor.
+Added: Depreciation is recorded using the straight-line method over the following estimated useful lives:
Property and Equipment Estimated Useful Lives
2 unchanged sentences
Equipment, furniture and fixtures 3 to 7 years
−Removed: Computer software 3 years
+Added: Capitalized software 3 to 10 years
At the time property and equipment are retired, the asset and accumulated depreciation are removed from the accounts, and any resulting gain or loss is included in earnings.
2 unchanged sentences
See Note 6 for additional information.
−Removed: (h) Impairment or Disposal of Long-Lived Assets
+Added: (i) Impairment or Disposal of Long-Lived Assets
Property and equipment and finite-life intangible assets are reviewed for impairment periodically and whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable.
2 unchanged sentences
The Company did no t record any impairment losses on long-lived assets in fiscal years 2024, 2023, or 2022.
−Removed: (i) Goodwill and Indefinite-Lived Intangible Assets
+Added: (j) Goodwill and Indefinite-Lived Intangible Assets
The Company’s indefinite-lived intangible assets consist of goodwill and trademarks, which are not subject to amortization.
3 unchanged sentences
It is possible that changes in circumstances or changes in management’s judgments, assumptions, and estimates could result in an impairment charge of a portion or all of its goodwill or other intangible assets.
−Removed: (j) Foreign Currency Translation
+Added: (k) Foreign Currency Translation
The foreign currency translation adjustment included in the Consolidated Statements of Comprehensive Income represents the unrealized impact of translating our foreign investment.
1 unchanged sentence
The related Accumulated other comprehensive loss is presented in the Consolidated Balance Sheets.
−Removed: (k) Revenue Recognition
+Added: (l) Revenue Recognition
Revenues consist primarily of royalties, national advertising fund (the "Ad Fund") contributions (advertising fees), initial and renewal franchise fees, and upfront fees from development agreements and international territory agreements.
15 unchanged sentences
The Company recognizes revenue and related administrative costs when gift cards are redeemed at company-owned restaurants.
−Removed: (l) Consideration from Vendors
+Added: (m) Consideration from Vendors
The Company has entered into food and beverage supply agreements with certain major vendors.
1 unchanged sentence
These incentives are recognized as earned throughout the year and are classified as a reduction in Cost of sales with any consideration received in excess of the total expense of the vendor’s products included within Royalty revenue, franchise fees and other within the Consolidated Statements of Comprehensive Income.
−Removed: The incentives recognized were approximately $ 17.7 million, $ 13.1 million, and $ 8.7 million, during fiscal years 2023, 2022, and 2021, respectively, of which $ 2.3 million, $ 1.8 million, and $ 1.6 million was classified as a reduction in Cost of sales during fiscal years 2023, 2022, and 2021, respectively.
−Removed: (m) Advertising Expenses
+Added: The incentives recognized were approximately $ 25.3 million, $ 17.7 million, and $ 13.1 million, during fiscal years 2024, 2023, and 2022,
+Added: respectively, of which $ 3.1 million, $ 2.3 million, and $ 1.8 million was classified as a reduction in Cost of sales during fiscal years 2024, 2023, and 2022, respectively.
+Added: (n) Advertising Expenses
The Company administers the Ad Fund, for which a percentage of gross sales is collected from domestic restaurant franchisees and company-owned restaurants to be used for various forms of advertising for the Wingstop brand.
4 unchanged sentences
The Company consolidates and reports all assets and liabilities of the Ad Fund as restricted assets of the Ad Fund and liabilities of the Ad Fund within current assets and current liabilities, respectively, in the Consolidated Balance Sheets.
−Removed: The assets and liabilities of the Ad Fund consist primarily of cash, receivables, accrued expenses, and other liabilities.
+Added: As of December 28, 2024, the restricted assets and liabilities of the Ad Fund consisted of $ 23.7 million of cash and cash equivalents, $ 9.0 million of accounts receivable, $ 15.3 million of accrued expenses, and $ 17.3 million of accounts payable.
+Added: As of December 30, 2023, the restricted assets and liabilities of the Ad Fund consisted of $ 18.8 million of cash and cash equivalents, $ 6.6 million of accounts receivable, $ 17.2 million of accrued expenses, and $ 8.1 million of accounts payable.
Pursuant to the Company’s franchise agreements, use of Ad Fund contributions is restricted to advertising, public relations, merchandising, similar activities, and administrative expenses to increase sales and further enhance the public reputation of the Wingstop brand.
13 unchanged sentences
Certain leases require the Company to pay a portion of real estate taxes, utilities, building operating expenses, insurance, and other charges in addition to rent.
−Removed: (o) Stock-Based Compensation
+Added: (p) Stock-Based Compensation
The Company measures stock-based compensation cost at fair value on the date of grant for all share-based awards and recognizes compensation expense over the service period that the awards are expected to vest.
2 unchanged sentences
The Company accounts for forfeitures as they occur.
−Removed: (p) Income Taxes
+Added: (q) Income Taxes
Income taxes are accounted for under the asset and liability method.
5 unchanged sentences
The Company assesses the income tax position and records the liabilities for all years subject to examination based upon management’s evaluation of the facts, circumstances, and information available at the reporting date.
−Removed: (q) Recent Accounting Pronouncements
−Removed: In November 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standard Update (“ASU”) 2023-07, Segment Reporting (Topic 280):
−Removed: Improvements to Reportable Segment Disclosure .
−Removed: The ASU updates reportable segment disclosure requirements, primarily through requiring enhanced disclosures about significant segment expenses and
−Removed: information used to assess segment performance.
−Removed: The ASU is effective for fiscal years beginning after December 15, 2023, with early adoption permitted.
−Removed: We are currently evaluating the impact of adopting this ASU on our disclosures.
+Added: (r) Recent Accounting Pronouncements
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):
3 unchanged sentences
We are currently evaluating the impact of adopting this ASU on our disclosures.
+Added: In November 2024, Financial Accounting Standards Board (the “FASB”) issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):
+Added: Disaggregation of Income Statement Expenses , which requires, for each relevant expense caption on the income statement, detailed disclosure amounts for purchases of inventory, employee compensation, depreciation, and intangible asset amortization.
+Added: The amendment is effective for fiscal years beginning after December 15, 2026, with early adoption permitted, and can be applied either prospectively or retrospectively.
+Added: We are currently evaluating the impact of adopting this ASU on our disclosures.
+Added: Recently adopted
+Added: In November 2023, the FASB issued Accounting Standard Update (“ASU”) 2023-07, Segment Reporting (Topic 280):
+Added: Improvements to Reportable Segment Disclosure (“Segment Reporting”).
+Added: The ASU updates reportable segment disclosure requirements, primarily through requiring enhanced disclosures about significant segment expenses and information used to assess segment performance.
+Added: The Company adopted this guidance for the fiscal year ending December 28, 2024.
+Added: Refer to Note 18 for our disclosure related to business segments.
We reviewed all other recently issued accounting pronouncements and concluded that they were either not applicable or not expected to have a significant impact on our consolidated financial statements.
9 unchanged sentences
Diluted weighted average shares outstanding 29,384 29,856 29,963
−Removed: We had approximately 0 , 19,000 , and 3,000 equity awards outstanding at December 30, 2023, December 31, 2022, and December 25, 2021, respectively, that were excluded from the dilutive earnings per share calculation because the effect would have been anti-dilutive.
+Added: We had approximately 1,000 and 19,000 equity awards outstanding at December 28, 2024 and December 31, 2022, respectively, that were excluded from the dilutive earnings per share calculation because the effect would have been anti-dilutive.
+Added: No equity awards were excluded from the dilutive earnings per share calculation at December 30, 2023 because the effect would have been anti-dilutive.
(3) Stockholders’ Deficit
4 unchanged sentences
Share Repurchase Program
−Removed: On August 16, 2023, the Company’s Board of Directors approved a new share repurchase program with authorization to purchase up to $ 250.0 million of its outstanding shares of common stock (the “Share Repurchase Authorization”).
−Removed: On August 23, 2023, the Company entered into an accelerated share repurchase agreement (the “ASR Agreement”) with a third-party financial institution to repurchase $ 125.0 million of the Company’s common stock as part of the Share Repurchase Authorization.
+Added: On August 17, 2023, the Company’s board of directors approved a share repurchase program with authorization to purchase up to $ 250.0 million of its outstanding shares of common stock (the “August 2023 Authorization”).
+Added: On December 5, 2024, the board of directors authorized the purchase of an additional $ 500.0 million of its outstanding shares of common stock under the share repurchase program (the “December 2024 Authorization” and together with the August 2023 Authorization, the “Share Repurchase Program”), following the substantial completion of purchases of common stock under the August 2023 Authorization.
+Added: As of December 28, 2024, the Company had $ 311.1 million of availability remaining under the Share Repurchase Program.
+Added: On December 9, 2024, the Company entered into an accelerated share repurchase agreement (the “2024 ASR Agreement”) with a third-party financial institution to repurchase $ 250.0 million of the Company’s common stock under its Share Repurchase Program.
+Added: Pursuant to the ASR Agreement, during the fiscal fourth quarter of 2024 the Company made an initial payment to the financial institution of $ 250.0 million in cash and received and retired an initial delivery of 551,325 shares of common stock, representing an estimated 75 % of the total shares expected to be delivered under the 2024 ASR Agreement, based on the closing price on the date of initial delivery of $ 328.54 .
+Added: The delivery of any remaining shares will occur at the final settlement of the transactions under the 2024 ASR Agreement, which is scheduled to occur in the fiscal first quarter of 2025.
+Added: The number of shares to be delivered upon final settlement is based on the daily volume-weighted average share prices during the valuation period specified in the ASR Agreement, less a discount and subject to adjustments.
+Added: In addition to the shares repurchased in connection with the 2024 ASR Agreement, during fiscal year 2024, the Company repurchased 169,479 shares with an aggregate purchase price of $ 377.09 , under the August 2023 Authorization.
+Added: After taking into consideration these repurchases, with the initial delivery under the 2024 ASR Agreement in December 2024 described above, the Company completed the August 2023 Authorization.
+Added: In August 2023, the Company entered into an accelerated share repurchase agreement (the “2023 ASR Agreement”) with a third-party financial institution to repurchase $ 125.0 million of the Company’s common stock as part of the August 2023 Authorization.
Under the 2023 ASR Agreement, the Company paid the financial institution $ 125.0 million in cash and received and retired a total of 645,952 shares of common stock at an average share price of $ 193.51 .
−Removed: Final settlement of the ASR occurred on December 21, 2023.
−Removed: The total number of shares repurchased under the ASR Agreement was based on the daily volume-weighted average share price during the valuation period specified in the ASR Agreement, less a discount and subject to adjustments.
−Removed: As of December 30, 2023, $ 125.0 million remained available under the Share Repurchase Authorization.
+Added: Final settlement of the ASR Agreement occurred in December 2023.
+Added: The total number of shares repurchased under the ASR Agreement was based on a daily volume-weighted average share price during the valuation period specified in the ASR Agreement, less a discount.
(4) Fair Value Measurements
13 unchanged sentences
Level 2 $ 248,125 $ 230,905 $ 248,125 $ 222,370
+Added: 2024-1 Class A-2 Senior Secured Notes (1)
+Added: Level 2 $ 500,000 $ 496,050 $ — $ —
Investments in bonds of LPH (Note 10) (2)
16 unchanged sentences
Leasehold and other improvements 37,560 26,599
+Added: Capitalized software 79,186 —
Land 2,828 2,828
34 unchanged sentences
Total $ 19,365
−Removed: (8) Prepaid Expenses and Other Current Assets and Other Current Liabilities
−Removed: Prepaid expenses and other current assets consisted of the following (in thousands):
−Removed: 2023 December 31,
−Removed: Prepaid expenses $ 3,567 $ 2,735
−Removed: Inventories 535 389
−Removed: Other current assets 846 1,128
−Removed: Total $ 4,948 $ 4,252
+Added: (8) Other Current Liabilities
Other current liabilities consisted of the following (in thousands):
2 unchanged sentences
Current portion of deferred revenues 5,963 4,846
−Removed: Taxes payable 2,948 6,401
−Removed: Short term lease liability 2,380 2,283
−Removed: Accrued interest 1,702 1,711
−Removed: Gift card liability 1,926 1,565
Other accrued liabilities 25,303 19,394
51 unchanged sentences
The Company's income tax returns prior to tax year 2018 are generally considered closed to examination by the applicable tax authorities.
+Added: In fiscal year 2024, the Internal Revenue Service commenced an examination of the Company’s U.S.
+Added: income tax return for fiscal year 2021.
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands):
19 unchanged sentences
(10) Investments
−Removed: In the second quarter of 2021, a wholly-owned subsidiary of the Company acquired a 20 % non-controlling interest in Wingstop’s United Kingdom master franchisee, Lemon Pepper Holdings Ltd.
−Removed: (“LPH”), for an aggregate amount of $ 4.2 million.
−Removed: Substantially all of the investment consisted of bonds issued by a subsidiary of LPH, which are recorded on an amortized cost basis.
−Removed: In addition, the Company received 20 % of the outstanding stock, which will be accounted for using the equity method of accounting, under which the Company’s share of the income of the investee will be recorded in Other income (expense) on the Consolidated Statements of Comprehensive Income.
+Added: Subsequent to the end of fiscal year 2024, Lemon Pepper Holdings Ltd., the Company’s unconsolidated equity method investment, completed a transaction to sell all its outstanding equity to an affiliate of Sixth Street Partners, LLC.
+Added: The Company received proceeds of $ 107 million in the fiscal first quarter 2025.
+Added: The carrying value of the Company’s investment, recorded within Other assets on the Consolidated Balance Sheets, was $ 4.8 million as of December 28, 2024.
+Added: The transaction is expected to result in a gain, which will be recorded in the fiscal first quarter 2025.
+Added: The Company acquired a 15 % non-controlling interest in the newly formed entity, for an aggregate amount of $ 76 million.
(11) Debt Obligations
3 unchanged sentences
2022-1 Class A-2 Senior Secured Notes 248,125 248,125
+Added: 2024-1 Class A-2 Senior Secured Notes 500,000 —
Debt issuance costs, net of amortization ( 14,724 ) ( 8,598 )
10 unchanged sentences
Securitized Financing Facility
−Removed: On March 9, 2022, the Company completed a securitized financing transaction, in which Wingstop Funding LLC, a limited purpose, bankruptcy-remote, indirect wholly owned subsidiary of the Company (the “Issuer”), issued $ 250 million of its Series 2022-1 3.734 % Fixed Rate Senior Secured Notes, Class A-2 (the “2022 Class A-2 Notes”).
−Removed: The Issuer also entered into a revolving financing facility of Series 2022-1 Variable Funding Senior Notes, Class A-1 (the “2022 Variable Funding Notes,” and together with the 2022 Class A-2 Notes, the “2022 Notes”), which permits borrowings of up to a maximum principal amount of $ 200 million, subject to certain borrowing conditions, a portion of which may be used to issue letters of credit.
−Removed: The proceeds from the securitized financing transaction were used to pay related transaction fees and expenses, strengthen the Company's liquidity position and for general corporate purposes, which included a return of capital to the Company’s stockholders.
−Removed: In addition to the 2022 Notes, the Company’s outstanding debt consists of its existing Series 2020-1 2.84 % Fixed Rate Senior Secured Notes, Class A-2 (the “2020 Notes”), which have an anticipated repayment date of December 2027.
−Removed: The Company’s existing revolving financing facility of Series 2020-1 Class A-1 Notes was terminated in connection with the 2022 issuance.
+Added: On December 3, 2024, the Company completed a securitized financing transaction, in which Wingstop Funding LLC, a limited purpose, bankruptcy-remote, indirect wholly owned subsidiary of the Company (the “Issuer”), issued $ 500 million of its Series 2024-1 5.858 % Fixed Rate Senior Secured Notes, Class A-2 (the “2024 Class A-2 Notes”).
+Added: The Issuer also increased the capacity of its revolving financing facility of Series 2022-1 Variable Funding Senior Notes, Class A-1 (the “Variable Funding Notes”) from $ 200 million to $ 300 million.
+Added: Following the increase, borrowing capacity under the Variable Funding Notes permits borrowings of up to a maximum principal amount of $ 300 million, a portion may be used to issue letters of credits.
+Added: The 2024 Class A-2 Notes and the Variable Funding Notes are referred to collectively as the “2024 Notes.” The proceeds from the securitized financing transaction were used to pay related transaction fees and expenses, strengthen the Company's liquidity position and for general corporate purposes, including the repurchase of shares of the Company’s common stock.
+Added: In addition to the 2024 Notes, the Company’s outstanding debt consists of its existing Series 2022-1 3.734 % Fixed Rate Senior Secured Notes, Class A-2 (the “2022 Notes”) and Series 2020-1 2.84 % Fixed Rate Senior Secured Notes, Class A-2 (the “2020 Notes”), which have an anticipated repayment date of March 2029 and December 2027, respectively.
No borrowings were outstanding under the Variable Funding Notes as of December 28, 2024.
The 2024 Notes were issued in a securitization transaction, which is guaranteed by certain limited-purpose, bankruptcy-remote, wholly owned indirect subsidiaries of the Company and secured by a security interest in substantially all of their assets, including certain domestic and foreign revenue-generating assets, consisting principally of franchise-related agreements, intellectual property, and vendor rebate contracts.
−Removed: The 2022 Notes were issued pursuant to a base indenture and related supplemental indentures (collectively, the “Indenture”).
+Added: The 2024 Notes were issued pursuant to a second amended and restated base indenture and related supplemental indentures (collectively, the “Indenture”).
Interest and principal payments on the 2024 Class A-2 Notes are payable on a quarterly basis.
The requirement to make such quarterly principal payments on the 2024 Class A-2 Notes is subject to certain financial conditions set forth in the Indenture.
−Removed: The legal final maturity date of the 2022 Notes is in March of 2052, but, unless earlier prepaid to the extent permitted under the Indenture, the anticipated repayment date of the 2022 Class A-2 Notes is March 2029.
+Added: The legal final maturity date of the 2024 Notes is in December of 2054, but, unless earlier prepaid to the extent permitted under the Indenture, the anticipated repayment date of the 2024 Class A-2 Notes is December 2031.
If the Issuer has not repaid or refinanced the 2024 Class A-2 Notes prior to the anticipated repayment date, additional interest will accrue on the 2024 Notes.
−Removed: The 2022 Variable Funding Notes accrue interest at a variable rate based on (i) the prime rate, (ii) the overnight federal funds rates, (iii) the secured overnight financing rate, or (iv) with respect to advances made by conduit investors, the weighted average cost of, or related to, the issuance of commercial paper allocated to fund or maintain such advances, in each case plus any applicable margin, as more fully set forth in the 2022 Variable Funding Note Purchase Agreement, dated March 9, 2022, and the indenture supplement.
+Added: The Variable Funding Notes accrue interest at a variable rate based on (i) the prime rate, (ii) the overnight federal funds rates, (iii) the secured overnight financing rate, or (iv) with respect to advances made by conduit investors, the weighted average cost of, or related to, the issuance of commercial paper allocated to fund or maintain such advances, in each case plus any applicable
+Added: margin, as more fully set forth in the 2024 Variable Funding Note Purchase Agreement, dated December 3, 2024, and the indenture supplement.
Commitment fees and other usage fees apply to the Variable Funding Notes facility depending on the type of borrowing requested.
−Removed: There is a 60 -basis points draw fee on borrowings requested pursuant to the
−Removed: terms of the 2022 Variable Fund Notes.
+Added: There is a 60 -basis points draw fee on borrowings requested pursuant to the terms of the Variable Fund Notes.
Additionally, during a commitment availability period, there is a 30 -basis point commitment fee on the committed portion of the Variable Funding Notes.
−Removed: The 2020 Notes and the 2022 Notes (together, the “Notes”) are subject to a series of covenants and restrictions customary for transactions of this type, including (i) that the Issuer maintains specified reserve accounts to be used to make required payments in respect of the Notes, (ii) provisions relating to optional and mandatory prepayments and the related payment of specified amounts, including specified make-whole payments in the case of the Notes under certain circumstances, (iii) certain indemnification payments in the event, among other things, that the assets pledged as collateral for the Notes are in stated ways defective or ineffective, and (iv) covenants relating to recordkeeping, access to information, and similar matters.
+Added: The 2020 Notes, 2022 Notes, and the 2024 Notes (together, the “Notes”) are subject to a series of covenants and restrictions customary for transactions of this type, including (i) that the Issuer maintains specified reserve accounts to be used to make required payments in respect of the Notes, (ii) provisions relating to optional and mandatory prepayments and the related payment of specified amounts, including specified make-whole payments in the case of the Notes under certain circumstances, (iii) certain indemnification payments in the event, among other things, that the assets pledged as collateral for the Notes are in stated ways defective or ineffective, and (iv) covenants relating to recordkeeping, access to information, and similar matters.
The Notes are also subject to customary rapid amortization events provided for in the indenture, including events tied to failure to maintain stated debt service coverage ratios, the sum of global gross sales for specified restaurants being below certain levels on certain measurement dates, certain change of control and manager termination events, an event of default, and the failure to repay or refinance the Notes on the applicable scheduled maturity date.
3 unchanged sentences
Total debt issuance costs incurred and capitalized in connection with the issuance of the 2022 Notes were $ 5.5 million.
−Removed: As of December 30, 2023, the Company’s leverage ratio under the 2020 Class A-2 Notes and the 2022 Class A-2 Notes was less than 5.0 x.
+Added: As of December 28, 2024, the Company’s leverage ratio under the 2020 Class A-2 Notes, the 2022 Class A-2 Notes, and the 2024 Class A-2 Notes was less than 5.0 x.
Per the terms of the Company’s debt agreements, principal payments can be suspended at the borrower’s election until the repayment date as long as the Company maintains a leverage ratio of less than 5.0 x.
−Removed: Accordingly, the Company elected to suspend payments following the principal payment made in the second quarter of 2023, and the entire outstanding balance of the 2020 Class A-2 Notes and the 2022 Class A-2 Notes has been classified as long-term debt due after fiscal year 2026.
−Removed: The 2020 Class A-2 Notes and the 2022 Class A-2 Notes are generally subject to 1 % annual amortization.
+Added: Accordingly, the Company elected to suspend payments following the principal payment made in the second quarter of 2023, and the entire outstanding balance of the 2020 Class A-2 Notes, the 2022 Class A-2 Notes, and the 2024 Class A-2 Notes has been classified as long-term debt due after fiscal year 2026.
+Added: The 2020 Class A-2 Notes, the 2022 Class A-2 Notes, and the 2024 Class A-2 Notes are generally subject to 1 % annual amortization.
The Company determines whether an arrangement is a lease at inception.
−Removed: The Company has operating leases for retail space, as well as equipment.
+Added: The Company has operating leases for retail store locations, office space, and equipment.
The Company's leases have remaining terms of 0.9 years to 13.2 years, some of which include options to extend the lease term for up to ten years .
4 unchanged sentences
For real estate leases, the Company accounts for lease components together with non-lease components (e.g., common-area maintenance).
+Added: During the fiscal first quarter 2024, the Company executed a lease for an office building, which commenced in May 2024.
+Added: The operating lease has an initial lease term of 13.8 years with undiscounted fixed payments of $ 66.9 million in the aggregate over the initial term.
Components of lease expense were as follows (in thousands):
11 unchanged sentences
Operating cash flow information:
−Removed: Cash paid for amounts included in the measurement of lease liabilities $ 3,348 $ 3,543 $ 2,923
+Added: Cash paid (received) for amounts included in the measurement of lease liabilities (1)
+Added: $ ( 3,658 ) $ 3,348 $ 3,543
Non-cash activity:
Right-of-use assets obtained in exchange for new operating lease liabilities $ 43,101 $ 6,346 $ 3,923
+Added: (1) Includes tenant improvement reimbursements received.
Supplemental balance sheet information related to our operating leases is as follows (in thousands):
26 unchanged sentences
(15) Stock-Based Compensation
−Removed: The Wingstop Inc.
−Removed: 2015 Omnibus Equity Incentive Plan (as amended, the “2015 Plan”), was adopted in June 2015 and is the only plan under which the Company currently grants awards.
+Added: In May 2024, the Company’s stockholders approved the adoption of the 2024 Omnibus Award Plan (the “2024 Plan”).
+Added: All equity grants subject to FASB ASC Topic 718 after the date of approval are made under the 2024 Plan.
+Added: No further equity grants after that date are permitted under the 2015 Omnibus Award Plan (as amended, the “2015 Plan”).
+Added: The 2024 Plan is currently the only equity plan from which future equity awards may be granted, but outstanding awards granted under the 2015 Plan will continue to be governed by the terms of the 2015 Plan and the underlying award agreement.
The 2024 Plan provides for the grant or award of stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance unit awards, performance share awards, cash-based awards and other stock-based awards to employees, directors, and other eligible persons.
20 unchanged sentences
The total intrinsic value of stock options exercised was $ 2.0 million, $ 0.4 million, and $ 1.1 million for fiscal years 2024, 2023, and 2022, respectively.
−Removed: As of December 30, 2023, there was $ 0.3 million of total unrecognized stock compensation expense related to non-vested stock options, which will be recognized over a weighted average period of approximately 0.9 years.
+Added: As of December 28, 2024, there was $ 40,000 of total unrecognized stock compensation expense related to non-vested stock options, which will be recognized over a weighted average period of approximately 0.2 years.
Restricted Stock Units
33 unchanged sentences
(16) Restaurant Transactions
−Removed: The Company acquired three restaurants from franchisees during each of the fiscal years ended December 30, 2023, December 31, 2022 and December 25, 2021.
+Added: During fiscal year 2024, the Company completed the sale of seven company-owned restaurants in the New York market to a franchisee for aggregate proceeds of $ 4.0 million.
+Added: In connection with the sale of the restaurants, the Company recorded a $ 1.0 million pre-tax gain on the sale of the related assets and liabilities, which was net of $ 31,000 reduction in goodwill.
+Added: The net gain on these restaurant sales was recorded in Gain on sale of restaurants and other expense, net in the Consolidated Statements of Comprehensive Income as of December 28, 2024.
+Added: The Company acquired four restaurants from franchisees during the fiscal year ended December 28, 2024, and three restaurants from franchisees during each of the fiscal years ended December 30, 2023 and December 31, 2022.
The total purchase prices are reflected in the table below and were all funded by cash flows from operations.
12 unchanged sentences
The fair value measurement of tangible and intangible assets and liabilities as of the acquisition date is based on significant inputs not observed in the market and thus represents a Level 3 fair value measurement.
−Removed: Fair value measurements for reacquired franchise rights were determined using the income approach.
+Added: Fair value measurements for reacquired
+Added: franchise rights were determined using the income approach.
Fair value measurements for property and equipment were determined using the cost approach.
12 unchanged sentences
The Company did not have any material contract assets as of December 28, 2024.
+Added: (18) Segment Information
+Added: In accordance with Segment Reporting, the Company uses the management approach for determining its reportable segments.
+Added: The management approach is based upon the way that management reviews performance and allocates resources.
+Added: The Company has one reportable segment:
+Added: The restaurant segment sells food and beverage through its company-owned restaurants as well as collects royalties, franchise fees, and Ad Fund contributions from franchised restaurants.
+Added: The restaurant segment derives revenue from both company-owned and franchised restaurants domestically and from franchised restaurants across 11 international countries and territories.
+Added: The Company manages the business activities on a consolidated basis, as Wingstop restaurants all have similar customers, sell similar products, and have a similar process to sell those products.
+Added: The measure of restaurant segment assets is reported as Total assets on the Consolidated Balance Sheets.
+Added: The accounting policies of the restaurant segment are the same as those described in Note 1.
+Added: The Company’s chief operating decision-maker (the “CODM”) is its Chief Executive Officer.
+Added: The Company measures segment profit using consolidated net income.
+Added: The CODM uses consolidated net income in deciding whether to reinvest profits into the restaurant segment or into other parts of the Company, such as for acquisitions, share repurchases or to pay dividends.
+Added: Components of consolidated net income, including SG&A, are used to monitor budget versus actual results in assessing performance of the segment.
+Added: Financial information for the Company’s reportable segment is as follows (in thousands):
+Added: 2024 December 30,
+Added: 2023 December 31,
+Added: Royalty revenue, franchise fees and other $ 288,354 $ 207,077 $ 158,614
+Added: Advertising fees 217,630 157,138 119,011
+Added: Company-owned restaurant sales 119,823 95,840 79,896
+Added: Total revenue 625,807 460,055 357,521
+Added: Cost of sales:
+Added: Food, beverage and packaging costs 43,371 31,697 30,579
+Added: Labor 28,317 22,963 19,234
+Added: Other operating costs 23,025 18,314 15,380
+Added: Vendor rebates ( 3,081 ) ( 2,328 ) ( 1,798 )
+Added: Total cost of sales 91,632 70,646 63,395
+Added: Advertising expenses 233,306 166,583 123,069
+Added: Selling, general & administrative:
+Added: Transaction costs 316 — 310
+Added: Consulting fees — 5,150 875
+Added: System implementation costs 1,713 — —
+Added: Stock-based compensation expense 22,060 15,558 4,200
+Added: Other segment expense (1)
+Added: 92,712 76,190 61,676
+Added: Total selling, general and administrative 116,801 96,898 67,061
+Added: Depreciation and amortization 19,490 13,239 10,899
+Added: (Gain) loss on disposal of assets ( 1,038 ) 95 1,164
+Added: Interest expense, net 21,292 18,227 21,230
+Added: Loss on debt extinguishment and financing transactions — — 814
+Added: Other (income) expense ( 2,866 ) 57 573
+Added: Income tax expense 38,473 24,135 16,369
+Added: Net income $ 108,717 $ 70,175 $ 52,947
+Added: (1) Other segment expense consists primarily of corporate related items such as headcount-related expenses, office rent expense, and other overhead costs.
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.