8-K

Wingstop Inc. (WING)

8-K 2020-07-29 For: 2020-07-28
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Added on April 08, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 28, 2020

WINGSTOP INC.

(Exact name of registrant as specified in its charter)

Delaware 001-37425 47-3494862
(State or other jurisdiction of incorporation or organization) Commission File Number (IRS Employer Identification No.)
5501 LBJ Freeway
5th Floor
Dallas
Texas 75240
(Address of principal executive offices) (Zip Code)

(972) 686-6500

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
--- --- ---
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.01 per share WING NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition

The following information is furnished pursuant to Item 2.02, “Results of Operations and Financial Condition.” Consequently, it is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Exchange Act or Securities Act of 1933 (the “Securities Act”), if such subsequent filing specifically references this Form 8-K.

On July 29, 2020, Wingstop Inc. (the “Company,” “we,” “our,” or “us”) issued a press release reporting the Company’s financial results for its fiscal second quarter ended June 27, 2020. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein in its entirety. The press release uses the following non-GAAP financial measures: EBITDA and Adjusted EBITDA. A discussion of this financial measure, including a discussion of the usefulness and purpose of the measure, is included below.

EBITDA and Adjusted EBITDA. EBITDA and Adjusted EBITDA are supplemental measures of our performance that are not required by, or presented in accordance with, U.S. generally accepted accounting principles (“GAAP”). EBITDA and Adjusted EBITDA are not measurements of our financial performance under U.S. GAAP and should not be considered as alternatives to net income or any other performance measure derived in accordance with U.S. GAAP, or as alternatives to cash flows from operating activities as a measure of our liquidity.

We define “EBITDA” as net income before interest expense, net, income tax expense, and depreciation and amortization. We define “Adjusted EBITDA” as EBITDA further adjusted for transaction costs, costs and fees associated with investments in our strategic initiatives, gains and losses on the disposal of assets, and stock-based compensation expense. We caution investors that amounts presented in accordance with our definitions of EBITDA and Adjusted EBITDA may not be comparable to similar measures disclosed by our competitors, because not all companies and analysts calculate EBITDA and Adjusted EBITDA in the same manner. We present EBITDA and Adjusted EBITDA because we consider them to be important supplemental measures of our performance and believe they are frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry. Management believes that investors’ understanding of our performance is enhanced by including these non-GAAP financial measures as a reasonable basis for comparing our ongoing results of operations. Many investors are interested in understanding the performance of our business by comparing our results from ongoing operations on a period-over-period basis and would ordinarily add back non-cash expenses such as depreciation and amortization, as well as items that are not part of normal day-to-day operations of our business.

Management uses EBITDA and Adjusted EBITDA:

•as a measurement of operating performance because they assist management in comparing the operating performance of our restaurants on a consistent basis, as they remove the impact of items not directly resulting from our core operations;

•for planning purposes, including the preparation of our internal annual operating budget and financial projections;

•to evaluate the performance and effectiveness of our operational strategies;

•to evaluate our capacity to fund capital expenditures and expand our business; and

•to calculate incentive compensation payments for our employees, including assessing performance under our annual incentive compensation plan and determining the vesting of performance-based equity awards.

By providing these non-GAAP financial measures, together with a reconciliation to the most comparable GAAP measure, we believe we are enhancing investors’ understanding of our business and our results of operations, as well as assisting investors in evaluating how well we are executing our strategic initiatives. In addition, the instruments governing our indebtedness may use EBITDA (with additional adjustments) to measure our compliance with covenants. EBITDA and Adjusted EBITDA have limitations as analytical tools and should not be considered in isolation, or as an alternative to, or a substitute for, net income or other financial statement data presented in our consolidated financial statements as indicators of financial performance. Some of the limitations are:

•such measures do not reflect our cash expenditures, or future requirements for capital expenditures or contractual commitments;

•such measures do not reflect changes in, or cash requirements for, our working capital needs;

•such measures do not reflect the interest expense, or the cash requirements necessary to service interest or principal payments, on our debt;

•such measures do not reflect our tax expense or the cash requirements to pay our taxes;

•although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future and such measures do not reflect any cash requirements for such replacements; and

•other companies in our industry may calculate such measures differently than we do, limiting their usefulness as comparative measures.

Due to these limitations, EBITDA and Adjusted EBITDA should not be considered as measures of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our GAAP results and using these non-GAAP measures only supplementally. As noted in the press release attached hereto as Exhibit 99.1, Adjusted EBITDA includes adjustments for transaction costs, costs and fees associated with investments in our strategic initiatives, gains and losses on the disposal of assets, and stock-based compensation expense. It is reasonable to expect that these items will occur in future periods. However, we believe these adjustments are appropriate because the amounts recognized can vary significantly from period-to-period, do not directly relate to the ongoing operations of our restaurants, and complicate comparisons of our internal operating results and operating results of other restaurant companies over time. Each of the normal recurring adjustments and other adjustments described in this paragraph and in the press release help management measure our core operating performance over time by removing items that are not related to day-to-day operations.

Item 8.01. Other Events

On July 28, 2020, the Company’s Board of Directors (the “Board”) declared a quarterly cash dividend of $0.14 per share of common stock. The dividend is payable on September 11, 2020 to stockholders of record as of the close of business on August 28, 2020. The declaration of any future dividends is subject to the Board’s discretion.

Item 9.01. Financial Statements and Exhibits
(d) Exhibits
--- ---
99.1 Press release, dated July 29, 2020 (furnished pursuant to Item 2.02)
104 Cover Page Interactive Data File (embedded within the Inline XBRL Document)

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Wingstop Inc.
Date: July 29, 2020 By: /s/ Michael J. Skipworth
Chief Financial Officer<br><br>(Principal Financial and Accounting Officer)

Document

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FOR IMMEDIATE RELEASE

Wingstop Inc. Reports Fiscal Second Quarter 2020 Financial Results

Domestic same store sales growth of 31.9%

Digital sales increased to 63.7% of domestic system-wide sales

Dallas, July 29, 2020 - (PR NEWSWIRE) - Wingstop Inc. (“Wingstop” or the “Company”) (NASDAQ: WING) today announced financial results for the fiscal second quarter ended June 27, 2020.

Highlights for the fiscal second quarter 2020 compared to the fiscal second quarter 2019:

▪System-wide sales increased 37.0% to $509.0 million

▪23 net openings in the fiscal second quarter 2020

▪Domestic same store sales increased 31.9%

▪Total revenue increased 36.1% to $66.1 million

▪Net income increased 134.6% to $11.5 million, or $0.39 per diluted share, compared to $4.9 million, or $0.17 per diluted share, in the prior fiscal second quarter

▪Adjusted EBITDA*, a non-GAAP measure, increased 54.2% to $20.9 million

* Adjusted EBITDA is a non-GAAP measure. A reconciliation of adjusted EBITDA to the most directly comparable financial measure presented in accordance with GAAP is set forth in the schedule accompanying this release. See “Non-GAAP Financial Measures.”

“I am very proud of our team members and brand partners and the extraordinary results we achieved against a challenging backdrop. We benefited from a steadfast focus on expanding our digital business and leveraging delivery to make it seamless for fans to access the craveable flavors of our fresh, cook-to-order wings, fries and sides,” commented Charlie Morrison, Chairman and Chief Executive Officer of Wingstop. “Despite the unprecedented circumstances, we opened 23 net new restaurants which highlights the excitement of our brand partners to grow with Wingstop and the strength of the unit level economics. We believe we are well positioned to continue making progress towards our vision of becoming a top 10 global restaurant brand.”

Key operating metrics for the fiscal second quarter 2020 compared to the fiscal second quarter 2019

Thirteen Weeks Ended
June 27, 2020 June 29, 2019
Number of system-wide restaurants open at end of period 1,436 1,303
Number of domestic franchise restaurants open at end of period 1,244 1,139
Number of international franchise restaurants open at end of period 162 135
System-wide sales (in thousands) $ 509,045 $ 371,505
Domestic restaurant AUV $ 1,366 $ 1,189
Domestic same store sales growth 31.9 % 12.8 %
Net income (in thousands) $ 11,539 $ 4,918
Adjusted EBITDA (in thousands) $ 20,888 $ 13,549

Fiscal second quarter 2020 financial results

Total revenue for the fiscal second quarter 2020 increased to $66.1 million from $48.6 million in the fiscal second quarter last year.

▪Royalty revenue, franchise fees and other increased $6.7 million to $27.9 million from $21.2 million in the fiscal second quarter of the prior year. The increase was primarily due to domestic same store sales growth of 31.9% as well as 132 net franchise restaurant openings since June 29, 2019.

▪Advertising fees and related income increased $6.4 million to $19.9 million from $13.5 million in the fiscal second quarter of the prior year. The increase was primarily due to the 37.0% increase in system-wide sales in the fiscal quarter ended June 27, 2020 compared to the fiscal quarter ended June 29, 2019.

▪Company-owned restaurant sales increased $4.4 million to $18.3 million from $13.9 million in the fiscal second quarter of the prior year. The increase was primarily due to company-owned same store sales growth of 24.7%, which was driven by both an increase in transactions and transaction size. Also contributing to the increase was the acquisition of one franchised restaurant and the opening of two company-owned restaurants since the prior year comparable period, resulting in additional sales of $1.1 million.

Cost of sales increased to $13.4 million from $10.6 million in the fiscal second quarter of the prior year. As a percentage of company-owned restaurant sales, cost of sales decreased to 73.1% from 76.1%. The decrease was primarily due to a 22.7% decrease in the cost of bone-in chicken wings as compared to the prior year period, as well as our ability to leverage costs due to the increase in company-owned same store sales. These decreases were slightly offset by increased labor costs due to incentive pay associated with COVID-19.

Advertising expenses were $18.6 million compared to $13.0 million in the fiscal second quarter of the prior year. Advertising expenses are recognized at the same time the related revenue is recognized, which does not necessarily correlate to the actual timing of the related advertising spend.

Selling, general & administrative expense (“SG&A”) decreased to $13.2 million compared to $13.4 million in the fiscal second quarter of the prior year. The decrease in SG&A expense was primarily due to a gain of $2.0 million recognized as a result of the re-franchising of two company-owned restaurants, which was largely offset by a one-time donation to the National Restaurant Employee Relief Fund of $1.0 million to support restaurant workers in times of need, $0.6 million in COVID-19 related expenses, and $0.3 million associated with additional expenses to support our national advertising campaign, which has an equal and offsetting contribution in revenue.

Net income was $11.5 million, or $0.39 per diluted share, compared to net income of $4.9 million, or $0.17 per diluted share, in the fiscal second quarter of the prior year.

Restaurant Development and Outlook

As of June 27, 2020, there were 1,436 Wingstop restaurants system-wide. This included 1,274 restaurants in the United States, of which 1,244 were franchised restaurants and 30 were company-owned, and 162 franchised restaurants in international markets. During the fiscal second quarter 2020, there were 23 net system-wide Wingstop restaurant openings. For the fiscal year ending December 27, 2020, we anticipate net system-wide openings of between 120 and 130 restaurants.

Quarterly Dividend

In recognition of the Company’s strong cash flow generation, confidence in the business, and our commitment to returning value to stockholders, our Board of Directors approved a 27% increase in the quarterly dividend payable to Wingstop stockholders from $0.11 to $0.14 per share of common stock, resulting in a total dividend of approximately $4.1 million. This dividend will be paid on September 11, 2020 to stockholders of record as of August 28, 2020.

The following definitions apply to these terms as used in this release:

Same-store sales reflect the change in year-over-year sales for the comparable restaurant base. We define the comparable restaurant base to include those restaurants open for at least 52 full weeks. This measure highlights the performance of existing restaurants, while excluding the impact of new restaurant openings and permanent closures.

System-wide sales represents net sales for all of our company-owned and franchised restaurants, as reported by franchisees.

Adjusted EBITDA is defined as net income before interest expense, net, income tax expense, and depreciation and amortization (EBITDA) further adjusted for transaction costs, costs and fees associated with investments in our strategic initiatives, gains and losses on the disposal of assets, and stock-based compensation expense. We caution investors that amounts presented in accordance with our definitions of EBITDA and Adjusted EBITDA may not be comparable to similar measures disclosed by our competitors, because not all companies and analysts calculate EBITDA and Adjusted EBITDA in the same manner.

Conference Call and Webcast

Chairman and Chief Executive Officer, Charlie Morrison, and Chief Financial Officer, Michael Skipworth, will host a conference call today to discuss the fiscal second quarter 2020 financial results at 10:00 AM Eastern Time.

The conference call can be accessed live by dialing 1-877-259-5243 or 1-412-317-5176 (international). A replay will be available two hours after the call and can be accessed by dialing 1-877-344-7529 or 1-412-317-0088 (international) and entering the passcode 10145581. The replay will be available through Wednesday, August 5, 2020.

The conference call will also be webcast live and later archived on the investor relations section of Wingstop’s corporate website at ir.wingstop.com under the ‘News & Events’ section.

About Wingstop

Founded in 1994 and headquartered in Dallas, TX, Wingstop Inc. (NASDAQ: WING) operates and franchises over 1,400 locations worldwide. The Wing Experts are dedicated to Serving the World Flavor through an unparalleled guest experience and offering of classic wings, boneless wings and tenders, always cooked to order and hand-sauced-and-tossed in fans’ choice of 11 bold, distinctive flavors. Wingstop’s menu also features signature sides including fresh-cut, seasoned fries and freshly-made ranch and bleu cheese dips.

In 2019, Wingstop’s system-wide sales increased 20.1% year-over-year to $1.5 billion, marking the 16th consecutive year of same store sales growth, and Wingstop achieved over 400% shareholder return since its 2015 initial public offering. With a vision of becoming a Top 10 Global Restaurant Brand, its system is comprised of independent franchisees, or brand partners, who account for more than 98% of Wingstop’s total restaurant count of 1,436 as of June 27, 2020. In February 2019, the Company launched its new tagline and creative campaign “Where Flavor Gets Its Wings” and continued the rollout of national delivery. During the fiscal quarter ended June 27, 2020, Wingstop generated 63.7% of sales via digital channels including Wingstop.com and the Wingstop app. The Company has been ranked on Franchise Business Review’s “Top 30 Food and Beverage Franchises” (2019), Fast Casual’s “Movers & Shakers” (2019), QSR Magazine’s “The Industry’s 9 Best Franchise Deals” (2019) and “The QSR Top 50” (2019) for limited-service restaurants in the U.S.

For more information visit www.wingstop.com or www.wingstop.com/own-a-wingstop and follow @Wingstop on Twitter and Instagram and at Facebook.com/Wingstop. Learn more about Wingstop’s involvement in its local communities at www.wingstopcharities.org.

Non-GAAP Financial Measures

To supplement our consolidated financial statements, which are prepared and presented in accordance with GAAP, we use non-GAAP financial measures including those indicated above. By providing non-GAAP financial measures, together with a reconciliation to the most comparable GAAP measure, we believe we are enhancing investors’ understanding of our business and our results of operations, as well as assisting investors in evaluating how well we are executing our strategic initiatives. These measures are not intended to be considered in isolation or as substitutes for, or superior to, financial measures prepared and presented in accordance with GAAP. The non-GAAP measures used in this press release may be different from the measures used by other companies. A reconciliation of each measure to the most directly comparable GAAP measure is available in this news release. In addition, the Current Report on Form 8-K furnished to the SEC concurrent with the issuance of this press release includes a more detailed description of each of these non-GAAP financial measures, together with a discussion of the usefulness and purpose of such measures.

Forward-looking Information

Certain statements contained in this news release, as well as other information provided from time to time by Wingstop Inc. or its employees, may contain forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “guidance,” “anticipate,” “estimate,” “expect,” “forecast,” “outlook,” “target,” “project,” “plan,” “intend,” “believe,” “confident,” “may,” “should,” “can have,” “will,” “likely,” “future” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. Examples of forward-looking statements in this news release include our progress toward our goal of becoming a top 10 global restaurant brand as well as our 2020 outlook for system-wide unit growth. Any such forward-looking statements are not guarantees of performance or results and involve risks, uncertainties (some of which are beyond the Company’s control), and assumptions. Although we believe any forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect our actual financial results and cause them to differ materially from those anticipated in any forward-looking statements.

Our ability to achieve or maintain sales and earnings may be affected by COVID-19 related factors, including, among others: the length of time that the pandemic continues; the inability of workers, including third party delivery drivers, to work due to illness, quarantine, or government mandates; temporary store closures due to reduced workforces or government mandates; the unemployment rate; the extent and effectiveness of any COVID-19 stimulus packages; the ability of our franchisees to operate their restaurants during the pandemic and pay royalties; and trends in consumer spending during and after the end of the pandemic. Please refer to the risk factors discussed in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, which can be found at the SEC’s website www.sec.gov. The discussion of these risks is specifically incorporated by reference into this news release.

Any forward-looking statement made by Wingstop Inc. in this press release speaks only as of the date on which it is made. We undertake no obligation to update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

Media Contact

Megan Sprague

972-331-9155

MSprague@wingstop.com

Investor Contact

Alex Kaleida and Susana Arevalo

972-331-8484

IR@wingstop.com

WINGSTOP INC. AND SUBSIDIARIES

Consolidated Balance Sheets

(amounts in thousands, except share and per share data)

June 27,<br>2020 December 28,<br>2019
(Unaudited)
Assets
Current assets
Cash and cash equivalents $ 45,766 $ 12,849
Restricted cash 4,132 4,790
Accounts receivable, net 5,580 5,175
Prepaid expenses and other current assets 4,118 2,449
Advertising fund assets, restricted 7,860 4,927
Total current assets 67,456 30,190
Property and equipment, net 27,220 27,842
Goodwill 50,160 50,188
Trademarks 32,700 32,700
Customer relationships, net 12,255 12,910
Other non-current assets 11,323 12,283
Total assets $ 201,114 $ 166,113
Liabilities and stockholders' deficit
Current liabilities
Accounts payable $ 2,890 $ 3,348
Other current liabilities 20,829 21,454
Current portion of debt 16,000 3,200
Advertising fund liabilities 7,860 4,927
Total current liabilities 47,579 32,929
Long-term debt, net 310,846 307,669
Deferred revenues, net of current 22,280 22,343
Deferred income tax liabilities, net 6,043 4,485
Other non-current liabilities 7,038 8,115
Total liabilities 393,786 375,541
Commitments and contingencies
Stockholders' deficit
Common stock, $0.01 par value; 100,000,000 shares authorized; 29,596,347 and 29,457,228 shares issued and outstanding as of June 27, 2020 and December 28, 2019, respectively 296 295
Additional paid-in-capital 43 552
Accumulated deficit (193,011) (210,275)
Total stockholders' deficit (192,672) (209,428)
Total liabilities and stockholders' deficit $ 201,114 $ 166,113

WINGSTOP INC. AND SUBSIDIARIES

Consolidated Statements of Operations

(amounts in thousands, except per share data)

Thirteen Weeks Ended
June 27,<br>2020 June 29,<br>2019
(Unaudited) (Unaudited)
Revenue:
Royalty revenue, franchise fees and other $ 27,858 $ 21,187
Advertising fees and related income 19,923 13,487
Company-owned restaurant sales 18,324 13,888
Total revenue 66,105 48,562
Costs and expenses:
Cost of sales ^(1)^ 13,387 10,573
Advertising expenses 18,589 12,973
Selling, general and administrative 13,194 13,394
Depreciation and amortization 1,398 1,335
Total costs and expenses 46,568 38,275
Operating income 19,537 10,287
Interest expense, net 4,214 4,299
Income before income tax expense 15,323 5,988
Income tax expense 3,784 1,070
Net income $ 11,539 $ 4,918
Earnings per share
Basic $ 0.39 $ 0.17
Diluted $ 0.39 $ 0.17
Weighted average shares outstanding
Basic 29,588 29,418
Diluted 29,793 29,667
Dividends per share $ 0.11 $ 0.09

^(1)^ Cost of sales includes all operating expenses of company-owned restaurants, including advertising expenses, and excludes depreciation and amortization, which are presented separately.

WINGSTOP INC. AND SUBSIDIARIES

Unaudited Supplemental Information

Cost of Sales Margin Analysis

(amounts in thousands)

Thirteen Weeks Ended
June 27, 2020 June 29, 2019
In dollars As a % of company-owned restaurant sales In dollars As a % of company-owned restaurant sales
Cost of sales:
Food, beverage and packaging costs $ 5,954 32.5 % $ 5,205 37.5 %
Labor costs 4,687 25.6 % 3,193 23.0 %
Other restaurant operating expenses 3,086 16.8 % 2,556 18.4 %
Vendor rebates (340) (1.9) % (381) (2.7) %
Total cost of sales $ 13,387 73.1 % $ 10,573 76.1 %

WINGSTOP INC. AND SUBSIDIARIES

Unaudited Supplemental Information

Restaurant Count

Thirteen Weeks Ended
June 27,<br>2020 June 29,<br>2019
Domestic Franchised Activity:
Beginning of period 1,221 1,112
Openings 23 29
Closures (2) (2)
Re-franchised by Company 2
Restaurants end of period 1,244 1,139
Domestic Company-Owned Activity:
Beginning of period 32 29
Openings
Closures
Re-franchised to franchisees (2)
Restaurants end of period 30 29
Total Domestic Restaurants 1,274 1,168
International Franchised Activity:
Beginning of period 160 132
Openings 2 5
Closures (2)
Restaurants end of period 162 135
Total System-wide Restaurants 1,436 1,303

WINGSTOP INC. AND SUBSIDIARIES

Non-GAAP Financial Measures - EBITDA and Adjusted EBITDA

(Unaudited)

(amounts in thousands)

Thirteen Weeks Ended
June 27,<br>2020 June 29,<br>2019
Net income $ 11,539 $ 4,918
Interest expense, net 4,214 4,299
Income tax expense 3,784 1,070
Depreciation and amortization 1,398 1,335
EBITDA $ 20,935 $ 11,622
Additional adjustments:
Gain on disposal of assets^(a)^ (2,016)
Stock-based compensation expense ^(b)^ 1,969 1,927
Adjusted EBITDA $ 20,888 $ 13,549

^(a)^Represents a gain resulting from the re-franchise of company-owned restaurants to a franchisee which is included in Selling, general and administrative expense in the Consolidated Statements of Operations.

^(b)^Includes non-cash, stock-based compensation.