UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark one)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June 25, 2022~~April 1, 2023


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission File No. 001-37425

WINGSTOP INC.

(Exact name of registrant as specified in its charter)


Delaware						47-3494862
(State or other jurisdiction of incorporation or organization)						(IRS Employer Identification No.)


15505 Wright Brothers Drive
Addison, Texas						75001
(Address of principal executive offices)						(Zip Code)

(972) 686-6500

(Registrant’s telephone number, including area code)


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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). x Yes ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

¨☐

Non-accelerated filer

¨☐

Smaller reporting company

☐

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. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes x No

On ~~July 27, 2022~~May 2, 2023 there were ~~29,914,368~~29,968,872 shares of common stock outstanding.

TABLE OF CONTENTS


		Page
PART I	Financial Information	4
Item 1.	Financial Statements	4
	Consolidated Balance Sheets - ~~June 25, 2022~~April 1, 2023 (Unaudited) and December ~~25, 2021~~31, 2022	4
	Consolidated Statements of Comprehensive Income (Unaudited) - Thirteen ~~and~~ T ~~wenty-six~~ Weeks Ended ~~June 25~~,April 1, 2023 and March 26, 2022 ~~and~~ ~~June 26, 2021~~	5

	Consolidated Statements of Stockholders’ Deficit (Unaudited) - Thirteen ~~and Twenty-six~~ Weeks Ended ~~June 25,~~April 1, 2023 and March 26, 2022 ~~and June 26, 2021~~	6
	Consolidated Statements of Cash Flows (Unaudited) - ~~Twenty-six~~Thirteen Weeks Ended ~~June 25,~~April 1, 202 3 and March 26, 2022 ~~and June 26, 2021~~	87
	Notes to Consolidated Financial Statements (Unaudited)	98
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	1412
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2724
Item 4.	Controls and Procedures	2825

PART II	Other Information	2926
Item 1.	Legal Proceedings	2926
Item 1A.	Risk Factors	2926
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2926
Item 3.	Defaults Upon Senior Securities	2926
Item 4.	Mine Safety Disclosures	2926
Item 5.	Other Information	2926
Item 6.	Exhibits	3027
	Signatures	3128

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

WINGSTOP INC. AND SUBSIDIARIES

Consolidated Balance Sheets

(amounts in thousands, except share and par value amounts)


		June 25, 2022		December 25, 2021			April 1, 2023		December 31, 2022
		(Unaudited)					(Unaudited)
Assets	Assets					Assets
Current assets	Current assets					Current assets
Cash and cash equivalents	Cash and cash equivalents	$	165,824	$	48,583	Cash and cash equivalents	$	196,198	$	184,496
Restricted cash	Restricted cash	17,112		3,448		Restricted cash	13,281		13,296
Accounts receivable, net	Accounts receivable, net	7,234		6,993		Accounts receivable, net	10,137		9,461
Prepaid expenses and other current assets	Prepaid expenses and other current assets	5,628		4,928		Prepaid expenses and other current assets	3,061		4,252
Advertising fund assets, restricted	Advertising fund assets, restricted	13,681		6,197		Advertising fund assets, restricted	26,725		15,167
Total current assets	Total current assets	209,479		70,149		Total current assets	249,402		226,672
Property and equipment, net	Property and equipment, net	60,854		54,503		Property and equipment, net	71,518		66,851
Goodwill	Goodwill	56,877		56,877		Goodwill	62,514		62,514
Trademarks	Trademarks	32,700		32,700		Trademarks	32,700		32,700
Customer relationships, net	Customer relationships, net	9,660		10,302		Customer relationships, net	8,696		9,015
Other non-current assets	Other non-current assets	25,791		24,672		Other non-current assets	26,467		26,438
Total assets	Total assets	$	395,361	$	249,203	Total assets	$	451,297	$	424,190
Liabilities and stockholders' deficit	Liabilities and stockholders' deficit					Liabilities and stockholders' deficit
Current liabilities	Current liabilities					Current liabilities
Accounts payable	Accounts payable	$	3,121	$	5,414	Accounts payable	$	6,848	$	5,219
Other current liabilities	Other current liabilities	29,188		28,070		Other current liabilities	38,438		34,726
Current portion of debt	Current portion of debt	6,675		—		Current portion of debt	7,300		7,300
Advertising fund liabilities	Advertising fund liabilities	13,681		6,197		Advertising fund liabilities	26,725		15,167
Total current liabilities	Total current liabilities	52,665		39,681		Total current liabilities	79,311		62,412
Long-term debt, net	Long-term debt, net	709,546		469,394		Long-term debt, net	705,483		706,846
Deferred revenues, net of current	Deferred revenues, net of current	27,056		28,024		Deferred revenues, net of current	27,667		27,052
Deferred income tax liabilities, net	Deferred income tax liabilities, net	5,898		7,432		Deferred income tax liabilities, net	3,380		4,180
Other non-current liabilities	Other non-current liabilities	15,666		14,197		Other non-current liabilities	15,246		14,561
Total liabilities	Total liabilities	810,831		558,728		Total liabilities	831,087		815,051
Commitments and contingencies (see Note 7)	Commitments and contingencies (see Note 7)	0		0		Commitments and contingencies (see Note 7)
Stockholders' deficit	Stockholders' deficit					Stockholders' deficit
Common stock, $0.01 par value; 100,000,000 shares authorized; 29,914,368 and 29,837,454 shares issued and outstanding as of June 25, 2022 and December 25, 2021, respectively		299		299
Common stock, $0.01 par value; 100,000,000 shares authorized; 29,968,872 and 29,932,668 shares issued and outstanding as of April 1, 2023 and December 31, 2022, respectively						Common stock, $0.01 par value; 100,000,000 shares authorized; 29,968,872 and 29,932,668 shares issued and outstanding as of April 1, 2023 and December 31, 2022, respectively	300		300
Additional paid-in-capital	Additional paid-in-capital	646		463		Additional paid-in-capital	809		2,797
Retained deficit	Retained deficit	(415,822)		(310,031)		Retained deficit	(380,409)		(393,321)
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(593)		(256)		Accumulated other comprehensive loss	(490)		(637)
Total stockholders' deficit	Total stockholders' deficit	(415,470)		(309,525)		Total stockholders' deficit	(379,790)		(390,861)
Total liabilities and stockholders' deficit	Total liabilities and stockholders' deficit	$	395,361	$	249,203	Total liabilities and stockholders' deficit	$	451,297	$	424,190

See accompanying notes to consolidated financial statements.

WINGSTOP INC. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

(amounts in thousands, except per share data)

(Unaudited)

Thirteen Weeks Ended Twenty-Six Weeks Ended
June 25,
2022 June 26,
2021 June 25,
2022 June 26,
2021
Revenue:
Royalty revenue, franchise fees and other $ 36,044 $ 33,135 $ 71,114 $ 64,741
Advertising fees 28,987 22,577 51,526 44,097
Company-owned restaurant sales 18,746 18,288 37,342 35,852
Total revenue 83,777 74,000 159,982 144,690
Costs and expenses:
Cost of sales (1)
14,899 14,207 30,573 27,486
Advertising expenses 29,685 23,301 52,852 45,328
Selling, general and administrative 13,949 16,066 32,035 29,852
Depreciation and amortization 2,547 1,523 4,774 3,318
Loss on disposal of assets 323 — 767 —
Total costs and expenses 61,403 55,097 121,001 105,984
Operating income 22,374 18,903 38,981 38,706
Interest expense, net 5,986 3,724 10,178 7,506
Loss on debt extinguishment — — 814 —
Other expense 26 — 91 —
Income before income tax expense 16,362 15,179 27,898 31,200
Income tax expense 3,055 3,867 5,915 6,728
Net income $ 13,307 $ 11,312 $ 21,983 $ 24,472
Earnings per share
Basic $ 0.45 $ 0.38 $ 0.74 $ 0.82
Diluted $ 0.44 $ 0.38 $ 0.73 $ 0.82
Weighted average shares outstanding
Basic 29,882 29,739 29,866 29,722
Diluted 29,914 29,873 29,944 29,859
Dividends per share $ 0.17 $ 0.14 $ 4.34 $ 0.28
Other comprehensive income (loss)
Currency translation adjustment $ (271) $ (109) $ (337) $ (109)
Other comprehensive income (loss) (271) (109) (337) (109)
Comprehensive income $ 13,036 $ 11,203 $ 21,646 $ 24,363


	Thirteen Weeks Ended
	April 1, 2023		March 26, 2022
Revenue:
Royalty revenue, franchise fees and other	$	48,188	$	35,070
Advertising fees	37,463		22,539
Company-owned restaurant sales	23,070		18,596
Total revenue	108,721		76,205
Costs and expenses:
Cost of sales (1)	16,695		15,674
Advertising expenses	39,643		23,167
Selling, general and administrative	23,645		18,086
Depreciation and amortization	2,989		2,227
Loss on disposal of assets	77		444
Total costs and expenses	83,049		59,598
Operating income	25,672		16,607
Interest expense, net	4,573		4,192
Loss on debt extinguishment	—		814
Other expense	188		65
Income before income tax expense	20,911		11,536
Income tax expense	5,242		2,860
Net income	$	15,669	$	8,676

Earnings per share
Basic	$	0.52	$	0.29
Diluted	$	0.52	$	0.29

Weighted average shares outstanding
Basic	29,947		29,851
Diluted	30,031		29,974

Dividends per share	$	0.19	$	4.17

Other comprehensive income (loss)
Currency translation adjustment	$	147	$	(66)
Other comprehensive income (loss)	147		(66)
Comprehensive income	$	15,816	$	8,610

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

See accompanying notes to consolidated financial statements.

WINGSTOP INC. AND SUBSIDIARIES

Consolidated Statements of Stockholders' Deficit

For the ~~Twenty-Six~~Thirteen Weeks Ended ~~June~~March 26, ~~2021~~2022 and April 1, 2023

(amounts in thousands, except share data)

(Unaudited)


		Common Stock												Common Stock
		Shares	Amount		Additional Paid-In Capital		Retained Deficit		Accumulated Other Comprehensive Loss		Total Stockholders’ Deficit			Shares	Amount		Additional Paid-In Capital		Retained Deficit		Accumulated Other Comprehensive Loss		Total Stockholders’ Deficit
Balance at December 26, 2020		29,687,123	$	297	$	421	$	(342,028)	$	—	$	(341,310)
Balance at December 25, 2021													Balance at December 25, 2021	29,837,454	$	299	$	463	$	(310,031)	$	(256)	$	(309,525)

Net income	Net income	—	—		—		13,160		—		13,160		Net income	—	—		—		8,676		—		8,676
Shares issued under stock plans	Shares issued under stock plans	60,958	1		155		—		—		156		Shares issued under stock plans	41,289	—		125		—		—		125
Tax payments for restricted stock upon vesting	Tax payments for restricted stock upon vesting	(11,243)	—		—		(1,862)		—		(1,862)		Tax payments for restricted stock upon vesting	(1,923)	—		—		(298)		—		(298)
Stock-based compensation expense, net of forfeitures		—	—		2,316		—		—		2,316
Dividends declared on common stock and equivalents		—	—		(2,866)		(1,322)		—		(4,188)
Balance at March 27, 2021		29,736,838	298		26		(332,052)		—		(331,728)
Net income		—	—		—		11,312		—		11,312
Shares issued under stock plans		6,613	—		—		—		—		—
Tax payments for restricted stock upon vesting		(76)	—		—		(11)		—		(11)
Stock-based compensation expense, net of forfeitures		—	—		2,456		—		—		2,456
Stock-based compensation expense													Stock-based compensation expense	—	—		2,191		—		—		2,191
Dividends declared on common stock and equivalents	Dividends declared on common stock and equivalents	—	—		(1,888)		(2,275)		—		(4,163)		Dividends declared on common stock and equivalents	—	—		(2,370)		(122,960)		—		(125,330)
Currency translation adjustment	Currency translation adjustment	—	—		—		—		(109)		(109)		Currency translation adjustment	—	—		—		—		(66)		(66)
Balance at June 26, 2021		29,743,375	$	298	$	594	$	(323,026)	$	(109)	$	(322,243)
Balance at March 26, 2022													Balance at March 26, 2022	29,876,820	$	299	$	409	$	(424,613)	$	(322)	$	(424,227)

~~See accompanying notes to consolidated financial statements.~~

~~WINGSTOP INC. AND SUBSIDIARIES~~

~~Consolidated Statements of Stockholders' Deficit~~

~~For the Twenty-Six Weeks Ended June 25, 2022~~

~~(amounts in thousands, except share data)~~

~~(Unaudited)~~


		Common Stock												Common Stock
		Shares	Amount		Additional Paid-In Capital		Retained Deficit		Accumulated Other Comprehensive Loss		Total Stockholders’ Deficit			Shares	Amount		Additional Paid-In Capital		Retained Deficit		Accumulated Other Comprehensive Loss		Total Stockholders’ Deficit
Balance at December 25, 2021		29,837,454	$	299	$	463	$	(310,031)	$	(256)	$	(309,525)
Balance at December 31, 2022													Balance at December 31, 2022	29,932,668	$	300	$	2,797	$	(393,321)	$	(637)	$	(390,861)
Net income	Net income	—	—		—		8,676		—		8,676		Net income	—	—		—		15,669		—		15,669
Shares issued under stock plans	Shares issued under stock plans	41,289	—		125		—		—		125		Shares issued under stock plans	49,817	—		111		—		—		111
Tax payments for restricted stock upon vesting	Tax payments for restricted stock upon vesting	(1,923)	—		—		(298)		—		(298)		Tax payments for restricted stock upon vesting	(13,613)	—		—		(2,292)		—		(2,292)
Stock-based compensation expense, net of forfeitures		—	—		2,191		—		—		2,191
Stock-based compensation expense													Stock-based compensation expense	—	—		3,345		—		—		3,345
Dividends declared on common stock and equivalents	Dividends declared on common stock and equivalents	—	—		(2,370)		(122,960)		—		(125,330)		Dividends declared on common stock and equivalents	—	—		(5,444)		(465)		—		(5,909)
Currency translation adjustment	Currency translation adjustment	—	—		—		—		(66)		(66)		Currency translation adjustment	—	—		—		—		147		147
Balance at March 26, 2022		29,876,820	299		409		(424,613)		(322)		(424,227)
Net income		—	—		—		13,307		—		13,307
Shares issued under stock plans		37,594	—		1,838		—		—		1,838
Tax payments for restricted stock upon vesting		(46)	—		—		(4)		—		(4)
Stock-based compensation expense, net of forfeitures		—	—		(1,601)		—		—		(1,601)
Dividends declared on common stock and equivalents		—	—		—		(4,512)		—		(4,512)
Currency translation adjustment		—	—		—		—		(271)		(271)
Balance at June 25, 2022		29,914,368	$	299	$	646	$	(415,822)	$	(593)	$	(415,470)
Balance at April 1, 2023													Balance at April 1, 2023	29,968,872	$	300	$	809	$	(380,409)	$	(490)	$	(379,790)

See accompanying notes to consolidated financial statements.

WINGSTOP INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(amounts in thousands)

(Unaudited)


		Twenty-Six Weeks Ended					Thirteen Weeks Ended
		June 25, 2022		June 26, 2021			April 1, 2023		March 26, 2022

Operating activities	Operating activities					Operating activities
Net income	Net income	$	21,983	$	24,472	Net income	$	15,669	$	8,676
Adjustments to reconcile net income to cash provided by operating activities:	Adjustments to reconcile net income to cash provided by operating activities:					Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization	Depreciation and amortization	4,774		3,318		Depreciation and amortization	2,989		2,227
Deferred income taxes	Deferred income taxes	(1,534)		936		Deferred income taxes	(800)		(490)
Stock-based compensation expense	Stock-based compensation expense	590		4,772		Stock-based compensation expense	3,345		2,191
Loss on disposal of assets	Loss on disposal of assets	767		—		Loss on disposal of assets	77		444
Amortization of debt issuance costs	Amortization of debt issuance costs	879		711		Amortization of debt issuance costs	515		373
Loss on debt extinguishment	Loss on debt extinguishment	814		—		Loss on debt extinguishment	—		814
Changes in operating assets and liabilities:	Changes in operating assets and liabilities:					Changes in operating assets and liabilities:
Accounts receivable	Accounts receivable	(241)		(925)		Accounts receivable	(676)		608
Prepaid expenses and other assets	Prepaid expenses and other assets	(1,173)		(2,217)		Prepaid expenses and other assets	1,647		263
Advertising fund assets and liabilities, net	Advertising fund assets and liabilities, net	5,814		4,897		Advertising fund assets and liabilities, net	9,605		9,403
Accounts payable and other current liabilities	Accounts payable and other current liabilities	(2,216)		(5,231)		Accounts payable and other current liabilities	2,633		(2,931)
Deferred revenue	Deferred revenue	(844)		1,315		Deferred revenue	654		(1,125)
Other non-current liabilities	Other non-current liabilities	(149)		(436)		Other non-current liabilities	40		(87)
Cash provided by operating activities	Cash provided by operating activities	29,464		31,612		Cash provided by operating activities	35,698		20,366

Investing activities	Investing activities					Investing activities
Purchases of property and equipment	Purchases of property and equipment	(12,695)		(8,258)		Purchases of property and equipment	(4,319)		(6,293)

Proceeds from sales of assets	Proceeds from sales of assets	3,637		—		Proceeds from sales of assets	—		1,479
Payments for investments		—		(4,163)

Cash used in investing activities	Cash used in investing activities	(9,058)		(12,421)		Cash used in investing activities	(4,319)		(4,814)

Financing activities	Financing activities					Financing activities

Proceeds from exercise of stock options	Proceeds from exercise of stock options	1,963		156		Proceeds from exercise of stock options	111		125
Borrowings of long-term debt	Borrowings of long-term debt	250,000		—		Borrowings of long-term debt	—		250,000
Repayments of long-term debt	Repayments of long-term debt	—		(1,200)		Repayments of long-term debt	(1,825)		—
Payment of deferred financing costs and other debt-related costs	Payment of deferred financing costs and other debt-related costs	(5,442)		—		Payment of deferred financing costs and other debt-related costs	—		(5,442)
Tax payments for restricted stock upon vesting	Tax payments for restricted stock upon vesting	(302)		(1,873)		Tax payments for restricted stock upon vesting	(2,292)		(298)
Dividends paid	Dividends paid	(129,906)		(8,889)		Dividends paid	(6,081)		(5,294)
Cash provided by (used in) financing activities	Cash provided by (used in) financing activities	116,313		(11,806)		Cash provided by (used in) financing activities	(10,087)		239,091

Net increase in cash, cash equivalents, and restricted cash	Net increase in cash, cash equivalents, and restricted cash	136,719		7,385		Net increase in cash, cash equivalents, and restricted cash	21,292		254,643
Cash, cash equivalents, and restricted cash at beginning of period	Cash, cash equivalents, and restricted cash at beginning of period	54,906		59,270		Cash, cash equivalents, and restricted cash at beginning of period	205,715		54,906
Cash, cash equivalents, and restricted cash at end of period	Cash, cash equivalents, and restricted cash at end of period	$	191,625	$	66,655	Cash, cash equivalents, and restricted cash at end of period	$	227,007	$	309,549

Supplemental information:	Supplemental information:					Supplemental information:
Accrued capital expenditures	Accrued capital expenditures	$	6,831	$	6,325	Accrued capital expenditures	$	6,668	$	5,189

See accompanying notes to consolidated financial statements.

WINGSTOP INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

(1) Basis of Presentation and Update to Significant Accounting Policies

Nature of operations. Wingstop Inc., together with its consolidated subsidiaries (collectively, “Wingstop” or the “Company”), is in the business of franchising and operating Wingstop restaurants. As of ~~June 25, 2022,~~April 1, 2023, the Company had a total of ~~1,858~~1,996 restaurants in its system. The ~~Company's~~Company’s restaurant base is approximately 98% franchised, with ~~1,819~~1,953 franchised locations (including ~~219~~243 international locations) and 3943 company-owned restaurants as of ~~June 25, 2022.~~April 1, 2023.

Basis of presentation. The accompanying unaudited consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. Consequently, financial information and disclosures normally included in financial statements prepared annually in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted. Balance sheet amounts are as of ~~June 25, 2022~~April 1, 2023 and December ~~25, 2021,~~31, 2022, and operating results are for the thirteen ~~and twenty-six~~ weeks ended ~~June 25, 2022~~April 1, 2023 and ~~June~~March 26, ~~2021.~~2022.

In the Company’s opinion, all necessary adjustments have been made for the fair presentation of the results of the interim periods presented. The results of operations for such interim periods are not necessarily indicative of the results to be expected for the full year. The accompanying interim unaudited consolidated financial statements should be read in conjunction with the audited financial statements and the related notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December ~~25, 2021.~~31, 2022.

Fiscal year. The Company uses a 52- or 53-week fiscal year that ends on the last Saturday of the calendar year. Fiscal years 2023 and 2022 have 52 and ~~2021 have 53- and 52-weeks,~~53 weeks, respectively.

Cash, Cash Equivalents, and Restricted Cash. Cash, cash equivalents, and restricted cash within the Consolidated Balance Sheets and the Consolidated Statements of Cash Flows as of ~~June 25, 2022~~April 1, 2023 and December ~~25, 2021~~31, 2022 were as follows (in thousands):


		June 25, 2022		December 25, 2021			April 1, 2023		December 31, 2022
Cash and cash equivalents	Cash and cash equivalents	$	165,824	$	48,583	Cash and cash equivalents	$	196,198	$	184,496
Restricted cash	Restricted cash	17,112		3,448		Restricted cash	13,281		13,296
Restricted cash, included in Advertising fund assets, restricted	Restricted cash, included in Advertising fund assets, restricted	8,689		2,875		Restricted cash, included in Advertising fund assets, restricted	17,528		7,923
Total cash, cash equivalents, and restricted cash	Total cash, cash equivalents, and restricted cash	$	191,625	$	54,906	Total cash, cash equivalents, and restricted cash	$	227,007	$	205,715

Recently issued accounting pronouncements. We reviewed all 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.

(2) Earnings per Share

Basic earnings per share is computed by dividing income available to common stockholders by the weighted average number of shares of common stock outstanding for the reporting period. Diluted earnings per share reflects the potential dilution that could occur if securities convertible into, or other contracts to issue, common stock were exercised or converted into common stock. For the calculation of diluted earnings per share, the basic weighted average number of shares is increased by the dilutive effect of the exercise and vesting of stock options and restricted stock units, respectively, as determined using the treasury stock method.

WINGSTOP INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

Basic weighted average shares outstanding is reconciled to diluted weighted average shares outstanding as follows (in thousands):

Thirteen Weeks Ended Twenty-Six Weeks Ended
June 25,
2022 June 26,
2021 June 25,
2022 June 26,
2021
Basic weighted average shares outstanding 29,882 29,739 29,866 29,722
Dilutive shares 32 134 78 137
Diluted weighted average shares outstanding 29,914 29,873 29,944 29,859


	Thirteen Weeks Ended
	April 1, 2023	March 26, 2022
Basic weighted average shares outstanding	29,947	29,851
Dilutive shares	84	123
Diluted weighted average shares outstanding	30,031	29,974

For the thirteen weeks ended ~~June 25,~~April 1, 2023 and March 26, 2022, ~~and June 26, 2021,~~ equity awards representing approximately ~~77,000~~13,000 and 8,000 ~~shares, respectively, were excluded from the dilutive earnings per share calculation because the effect would have been anti-dilutive.~~

~~For the twenty-six weeks ended June 25, 2022 and June 26, 2021, equity awards representing approximately 38,000 and 7,000~~ shares, respectively, were excluded from the dilutive earnings per share calculation because the effect would have been anti-dilutive.

(3) Dividends

In ~~each of~~connection with the ~~first two quarters of 2022, the~~ Company’s regular dividend program, on February 21, 2023, our Board of Directors declared a quarterly dividend of ~~$0.17~~$0.19 per share of common stock, ~~which,~~resulting in ~~the aggregate, totaled $10.2 million, or $0.34 per share~~a total dividend of ~~common stock, and which~~approximately $5.7 million. This dividend was paid ~~during the twenty-six weeks ended June 25, 2022.~~on March 31, 2023 to stockholders of record as of March 10, 2023.

Subsequent to the ~~second~~first quarter, on ~~July 27, 2022,~~May 2, 2023, the Company’s Board of Directors declared a quarterly dividend of $0.19 per share of common stock for stockholders of record as of ~~August 12, 2022.~~May 19, 2023. The regular quarterly dividend is to be paid on ~~September 2, 2022,~~June 9, 2023, totaling approximately $5.7 million.

Separate from the Company’s regular dividend program, on March 9, 2022, the Company’s Board of Directors declared a special dividend of $4.00 per share of common stock, resulting in a total dividend of approximately $119.5 million. This dividend was paid on April 7, 2022 to stockholders of record as of March 24, 2022.

(4) Fair Value Measurements

Fair value is the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. Assets and liabilities are classified using a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value as follows:

Level 1 — Unadjusted quoted prices for identical instruments traded in active markets.

Level 2 — Observable market-based inputs or unobservable inputs corroborated by market data.

Level 3 — Unobservable inputs reflecting management’s estimates and assumptions.

~~WINGSTOP INC. AND SUBSIDIARIES~~

~~Notes to Consolidated Financial Statements~~

~~(Unaudited)~~

The carrying values of cash and cash equivalents, accounts receivable, and accounts payable approximate fair value due to their short-term nature. Fair value of debt and the investment in bonds ~~held~~issued by the Company’s United Kingdom master franchisee, Lemon Pepper Holdings Ltd. (“LPH”), are determined on a non-recurring basis, which results are summarized as follows (in thousands):

Fair Value
Hierarchy
June 25, 2022 December 25, 2021

Carrying
Value
Fair Value
Carrying
Value
Fair Value
Securitized Financing Facility:
2020-1 Class A-2 Senior Secured Notes (1)
Level 2 $ 477,600 $ 415,192 $ 477,600 $ 480,676
2022-1 Class A-2 Senior Secured Notes (1)
Level 2 $ 250,000 $ 218,125 $ — $ —
Investment in bonds of LPH (2)
Level 2 $ 3,723 $ 3,723 $ 4,151 $ 4,151


	Fair Value Hierarchy	April 1, 2023				December 31, 2022
		Carrying Value		Fair Value		Carrying Value		Fair Value
Securitized Financing Facility:
2020-1 Class A-2 Senior Secured Notes (1)	Level 2	$	474,000	$	408,233	$	475,200	$	406,462
2022-1 Class A-2 Senior Secured Notes (1)	Level 2	$	248,750	$	215,169	$	249,375	$	215,709
Investments in bonds of LPH (2)	Level 3	$	3,305	$	4,030	$	3,196	$	3,906

(1) The fair value of the 2020-1 and 2022-1 Class A-2 Senior Secured Notes was estimated using available market information.

(2) The fair value approximates discounted cash flows using current market rates for debt investments with similar maturities and credit risk.

The Company also measures certain non-financial assets (primarily long-lived assets, intangible assets, and goodwill) at fair value on a non-recurring basis in connection with its periodic evaluations of such assets for potential impairment.

WINGSTOP INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

(5) Income Taxes

Income tax expense and the effective tax rate were ~~$3.1~~$5.2 million and ~~18.7%~~25.1%, respectively, for the thirteen weeks ended ~~June 25, 2022,~~April 1, 2023, and ~~$3.9~~$2.9 million and ~~25.5%~~24.8%, respectively, for the thirteen weeks ended ~~June~~March 26, ~~2021. Income tax expense and the~~2022. The effective tax rate were $5.9 million and 21.2%, respectively, for the twenty-six weeks ended June 25, 2022, and $6.7 million and 21.6%, respectively, for the twenty-six weeks ended June 26, 2021. The major components of the year-over-year decrease in effective tax rates were the impact of stock awards forfeited during the twenty-six weeks ended June 25, 2022, partially offset by the impact of excess tax benefits associated with stock options exercised inremained comparable to the prior ~~year comparable period.~~fiscal first quarter.

(6) Debt Obligations

Long-term debt consisted of the following components (in thousands):


		June 25, 2022		December 25, 2021			April 1, 2023		December 31, 2022
2020-1 Class A-2 Senior Secured Notes	2020-1 Class A-2 Senior Secured Notes	$	477,600	$	477,600	2020-1 Class A-2 Senior Secured Notes	$	474,000	$	475,200

2022-1 Class A-2 Senior Secured Notes	2022-1 Class A-2 Senior Secured Notes	250,000		—		2022-1 Class A-2 Senior Secured Notes	248,750		249,375
Debt issuance costs, net of amortization	Debt issuance costs, net of amortization	(11,379)		(8,206)		Debt issuance costs, net of amortization	(9,967)		(10,429)
Total debt	Total debt	716,221		469,394		Total debt	712,783		714,146
Less: current portion of debt	Less: current portion of debt	(6,675)		—		Less: current portion of debt	(7,300)		(7,300)
Long-term debt, net	Long-term debt, net	$	709,546	$	469,394	Long-term debt, net	$	705,483	$	706,846

~~On March 9, 2022, the Company completed a securitized financing transaction, in which~~The Company’s outstanding debt was issued by Wingstop Funding LLC, a ~~limited purpose,~~limited-purpose, bankruptcy-remote, wholly-owned indirect ~~wholly owned~~ subsidiary of ~~the Company~~Wingstop Inc. and consists of (i) Series 2020-1 2.84% Fixed Rate Senior Secured Notes, Class A-2 (the ~~“Issuer”~~“2020 Class A-2 Notes”), ~~issued $250 million of its~~(ii) Series 2022-1 3.734% Fixed Rate Senior Secured Notes, Class A-2 (the “2022 Class A-2 Notes”)~~. The Issuer also entered into~~, and (iii) 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. 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.

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”). The Company’s existing revolving financing facility of Series 2020-1 Class A-1 Notes (“the 2020 Variable Funding Notes”) was terminated in connection with the transaction. As of December 25, 2021, $3.5 million of letters of credit were outstanding against the 2020 Variable Funding Notes, which related primarily to required

~~WINGSTOP INC. AND SUBSIDIARIES~~

~~Notes to Consolidated Financial Statements~~

~~(Unaudited)~~

~~interest reserves, and there were no amounts drawn down on the letters of credit as of December 25, 2021.~~ No borrowings were outstanding under the 2022 Variable Funding Notes as of ~~June 25,~~April 1, 2023 and December 31, 2022.

The 2020 Class A-2 Notes and 2022 Notes were issued in a securitization ~~transaction, which is~~transactions, and are guaranteed by certain limited-purpose, bankruptcy-remote, ~~wholly owned~~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.

The 2022 Notes were issued pursuant to a base indenture and related supplemental indentures (collectively, the “Indenture”). Interest and principal payments on the 2022 Class A-2 Notes are payable on a quarterly basis. The requirement to make such quarterly principal payments on the 2022 Class A-2 Notes is subject to certain financial conditions set forth in the Indenture. 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. If the Issuer has not repaid or refinanced the 2022 Class A-2 Notes prior ~~to the anticipated repayment date, additional interest will accrue on the Notes.~~

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. Commitment fees and other usage fees apply to the 2022 Variable Funding Notes facility depending on the type of borrowing requested. There is a 60-basis points draw fee on borrowings requested pursuant to the terms of the 2022 Variable Fund Notes. Additionally, during a commitment availability period, there is a 30-basis point commitment fee on the committed portion of the 2022 Variable Funding Notes. ~~There were no amounts drawn down on the letters of credit as of June 25, 2022.~~

The 2022 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 2022 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 2022 Class A-2 Notes under certain circumstances, (iii) certain indemnification payments in the event, among other things, that the assets pledged as collateral for the 2022 Notes are in stated ways defective or ineffective, and (iv) covenants relating to recordkeeping, access to information, and similar matters. The 2022 Class A-2 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 2022 Class A-2 Notes on the applicable scheduled maturity date. The 2022 Notes are also subject to certain customary events of default, including events relating to non-payment of required interest, principal or other amounts due on or with respect to the 2022 Notes, failure to comply with covenants within certain time frames, certain bankruptcy events, breaches of specified representations and warranties, failure of security interests to be effective, and certain judgments. As of June 25, 2022, the Company was in compliance with all financial covenants.

During the first quarter of 2022, as a result of the termination of the 2020 Variable Funding Notes, the Company recorded a loss on debt extinguishment of $0.8 million related to the write-off of previously capitalized financing costs. Total debt issuance costs incurred and capitalized in connection with the issuance of the 2022 Notes were $5.5 million.

As of December 25, 2021, the Company’s leverage ratio was less than 5.0x, and accordingly, per the terms of the applicable debt agreements, the Company elected to suspend principal payments and classified the balance of the 2020 Notes as long-term debt.Subsequent to the closing of the 2022 Notes, the Company had a leverage ratio of greater than 5.0x and, accordingly, the Company will resume making scheduled amortization payments on the notes in the third quarter of 2022. The 2020 Class A-2 Notes and the 2022 Class A-2 Notes are generally subject to 1% annual amortization.

(7) Commitments and Contingencies

The Company is subject to legal proceedings, claims, and liabilities, such as employment-related claims and premises-liability cases, which arise in the ordinary course of business and are generally covered by insurance. In the opinion of management, the amount of ultimate liability with respect to such actions is not likely to have a material adverse impact on the Company’s financial position, results of operations, or cash flows.

~~WINGSTOP INC. AND SUBSIDIARIES~~

~~Notes to Consolidated Financial Statements~~

~~(Unaudited)~~

(8) Stock-Based Compensation

During the ~~twenty-six~~thirteen weeks ended ~~June 25, 2022,~~April 1, 2023, the Company granted ~~stock options to purchase 37,787 shares of common stock and 56,493~~38,338 restricted stock units (“RSUs”) to certain employees. The stock options vest in equal annual amounts over a three-year period subsequent to the grant date, and have a maximum contractual term of ten years. The stock options were granted with a weighted-average exercise price of $144.94 per share and had a weighted-average grant-date fair value of $49.10 per share. The RSUs granted to certain employees generally vest in equal annual amounts over a three-year period, subsequent to the grant date and had a weighted-average grant-date fair value of ~~$111.56~~$170.17 per unit.

In addition, the Company granted ~~42,556~~34,242 performance stock units (“PSUs”) to certain employees during the ~~twenty-six~~thirteen weeks ended ~~June 25, 2022.~~April 1, 2023. Of the total PSUs granted, 27,258 PSUs are subject to a service condition and a performance vesting condition based on return on incremental invested capital (“ROI PSUs”). The ROI PSUs are generally eligible to cliff-vest atapproximately three years from the ~~end~~grant date, and the maximum vesting percentage that could be realized for each of the ROI PSUs is 250% based on the level of performance achieved for the awards. The remaining 6,984 PSUs granted are subject to a ~~three year~~ service condition and a performance vesting condition based on the number of net new restaurants opened over the performance period or(“NNR PSUs”). The NNR PSUs vest in equal annual amounts over a ~~three year period. Vested amounts may range from 0% to a~~three-year period, and the maximum vesting percentage that could be realized for each of ~~500% of targeted amounts depending on~~ the ~~achievement of performance measures at the end of each vesting period. Such performance measures are~~NNR PSUs is 100% based on the ~~Company meeting certain return on incremental investment targets or unit development targets~~level of performance achieved for the ~~vesting period.~~awards. The PSUs had a weighted-average grant-date fair value of ~~$126.78~~$169.77 per unit. Total compensation cost for the PSUs is determined based on the most likely outcome of the performance condition and the number of awards expected to vest based on the outcome.

WINGSTOP INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

Total compensation expense related to all share-based awards ~~net of forfeitures recognized,~~ was ~~$0.6~~$3.3 million and ~~$4.8~~$2.2 million for the ~~twenty-six~~thirteen weeks ended ~~June 25,~~April 1, 2023 and March 26, 2022, ~~and June 26, 2021,~~ respectively, and was included in Selling, general and administrative (“SG&A”) expense in the Consolidated Statements of Comprehensive Income. ~~The Company recognized forfeitures of $4.2 million during the thirteen and twenty-six weeks ended June 25, 2022.~~

(9) Revenue from Contracts with Customers

The following table represents a disaggregation of revenue from contracts with customers for the thirteen ~~and twenty-six~~ weeks ended ~~June 25,~~April 1, 2023 and March 26, 2022 ~~and June 26, 2021~~ (in thousands):


		Thirteen Weeks Ended				Twenty-Six Weeks Ended					Thirteen Weeks Ended
		June 25, 2022		June 26, 2021		June 25, 2022		June 26, 2021			April 1, 2023		March 26, 2022
Royalty revenue	Royalty revenue	$	33,037	$	30,414	$	65,241	$	59,223	Royalty revenue	$	43,513	$	32,204
Advertising fees		28,987		22,577		51,526		44,097
Advertising fees and related income										Advertising fees and related income	37,463		22,539
Franchise fees	Franchise fees	1,004		864		1,963		2,060		Franchise fees	1,061		960

Franchise fee, development fee, and international territory fee payments received by the Company are recorded as deferred revenue on the Consolidated Balance Sheets, which represents a contract liability. Deferred revenue is reduced as fees are recognized in revenue over the term of the franchise license for the respective restaurant. As the term of the franchise license is typically ten years, substantially all of the franchise fee revenue recognized in the thirteen ~~and twenty-six~~ weeks ended ~~June 25, 2022~~April 1, 2023 was included in the deferred revenue balance as of December ~~25, 2021.~~31, 2022. Approximately ~~$8.7~~$8.4 million and ~~$10.4~~$7.7 million of deferred revenue as of ~~June 25, 2022~~April 1, 2023 and December ~~25, 2021,~~31, 2022, respectively, relates to restaurants that have not yet opened, so the fees are not yet being amortized. The weighted average remaining amortization period for deferred franchise and renewal fees related to open restaurants is ~~7.0~~7.1 years. The Company did not have any material contract assets as of ~~June 25, 2022.~~April 1, 2023.

(10) Subsequent Event

Subsequent to the end of first fiscal quarter 2023, the Company acquired two existing restaurants in the Dallas, TX market from a franchisee. The total purchase price was $4.4 million, funded by cash on hand. The restaurant acquisitions are accounted for as business combinations and the Company is still determining the estimated fair value of assets acquired and liabilities assumed. The excess of the purchase price over the aggregate fair value of assets acquired will be allocated to goodwill. The results of operations of these locations will be included in our Consolidated Statements of Comprehensive Income as of the respective dates of acquisition.

1311

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of the financial condition and results of operations of Wingstop Inc. (collectively with its direct and indirect subsidiaries on a consolidated basis, “Wingstop,” the “Company,” “we,” “our,” or “us”) should be read in conjunction with the accompanying unaudited consolidated financial statements and related notes in Part I, Item 1 of this Quarterly Report on Form 10-Q (this “Quarterly Report”) and with the audited consolidated financial statements and the related notes included in our Annual Report on Form 10-K for the fiscal year ended December ~~25, 2021~~31, 2022 (our “Annual Report”). The statements in this discussion regarding industry outlook, our expectations regarding our future performance, liquidity and capital resources, and other non-historical statements are forward-looking statements. These forward-looking statements are subject to risks and uncertainties, including, but not limited to, the risks and uncertainties described in “Special Note Regarding Forward-Looking Statements,” below and “Risk Factors” beginning on page 11 of our Annual Report. Our actual results may differ materially from those contained in or implied by any forward-looking statements.

We operate on a 52- or 53-week fiscal year ending on the last Saturday of each calendar year. Our fiscal quarters are comprised of 13 weeks, with the exception of the fourth quarter of a 53-week year, which contains 14 weeks. Fiscal year ~~2022~~2023 contains 5352 weeks, while fiscal year ~~2021~~2022 contains 5253 weeks.

Overview

Wingstop is the largest fast casual chicken wings-focused restaurant chain in the world, with over ~~1,850~~1,950 locations worldwide. We are dedicated to serving the world flavor through an unparalleled guest experience and offering of classic wings, boneless wings, tenders, and ~~tenders,~~chicken sandwiches, always cooked to order and hand-sauced-and-tossed in 11 bold, distinctive flavors.

The Company is primarily a franchisor, with approximately 98% of Wingstop’s restaurants currently owned and operated by independent franchisees. We believe our asset-light, highly-franchised business model generates strong operating margins and requires low capital expenditures, creating stockholder value through strong and consistent free cash flow and capital-efficient growth.

~~Although~~Change in Presentation

Beginning in the first quarter of 2023, gains and losses on disposal of assets are no longer presented as an adjustment to EBITDA in our ~~business has~~calculation of Adjusted EBITDA. EBITDA and Adjusted EBITDA are both non-GAAP measures and are defined below. Prior period gains and losses on disposal of assets have been ~~challenged by COVID-19-related and other inflationary pressures, we were well positioned~~excluded from EBITDA adjustments to conform to the current presentation. This reclassification had no impact on operating income, balance sheets or statements of cash flows.

First Quarter of 2023 Highlights

•System-wide sales increased 30.4% over the prior fiscal first quarter to $821.6 million;

•37 net new openings in the fiscal first quarter 2023 for ~~the shift in consumer behavior, which allowed us to achieve domestic~~a total of 1,996 worldwide locations;

•Domestic same store sales ~~growth~~increased 20.1% over the prior fiscal first quarter;

•Company-owned restaurant same store sales increased 10.3% over the prior fiscal first quarter;

•Digital sales increased to 65.2%;

•Domestic restaurant AUVs increased to $1.7 million for the current fiscal quarter;

•Total revenue increased 42.7% to $108.7 million from the prior fiscal first quarter;

•Net income increased 80.6% to $15.7 million, or $0.52 per diluted share, compared to net income of ~~30.7%~~$8.7 million, or $0.29 per diluted share in the three-year period ended June 25, 2022. While we have experienced higher product costs in certain categories, these have been mitigated by recent deflation in bone-in chicken costs. Uncertainties relatedprior fiscal first quarter; and

•Adjusted EBITDA, a non-GAAP measure, increased 59.8% to ~~COVID-19 and inflation, including fluctuations in costs, wage increases and inflationary pressures on the consumer, make it difficult~~$34.6 million, compared to ~~predict what impact, if any, these items will have on our business~~adjusted EBITDA of $21.6 million in the ~~future.~~

prior fiscal first quarter.

1412

Key Performance Indicators

Key measures that we use in evaluating our restaurants and assessing our business include the following:

Number of restaurants. Management reviews the number of new restaurants, the number of closed restaurants, and the number of acquisitions and divestitures of restaurants to assess net new restaurant growth.


		Thirteen Weeks Ended		Twenty-Six Weeks Ended			Thirteen Weeks Ended
		June 25, 2022	June 26, 2021	June 25, 2022	June 26, 2021		April 1, 2023	March 26, 2022
Domestic Franchised Activity:	Domestic Franchised Activity:					Domestic Franchised Activity:
Beginning of period	Beginning of period	1,551	1,371	1,498	1,327	Beginning of period	1,678	1,498
Openings	Openings	49	44	105	88	Openings	32	56
Closures	Closures	—	—	(3)	—	Closures	—	(3)

Restaurants end of period	Restaurants end of period	1,600	1,415	1,600	1,415	Restaurants end of period	1,710	1,551

Domestic Company-Owned Activity:	Domestic Company-Owned Activity:					Domestic Company-Owned Activity:
Beginning of period	Beginning of period	37	33	36	32	Beginning of period	43	36
Openings	Openings	2	1	3	2	Openings	—	1
Closures	Closures	—	—	—	—	Closures	—	—

Restaurants end of period	Restaurants end of period	39	34	39	34	Restaurants end of period	43	37

Total Domestic Restaurants	Total Domestic Restaurants	1,639	1,449	1,639	1,449	Total Domestic Restaurants	1,753	1,588

International Franchised Activity:	International Franchised Activity:					International Franchised Activity:
Beginning of period	Beginning of period	203	175	197	179	Beginning of period	238	197
Openings	Openings	16	4	23	6	Openings	8	7
Closures	Closures	—	(4)	(1)	(10)	Closures	(3)	(1)

Restaurants end of period	Restaurants end of period	219	175	219	175	Restaurants end of period	243	203

Total System-wide Restaurants	Total System-wide Restaurants	1,858	1,624	1,858	1,624	Total System-wide Restaurants	1,996	1,791

System-wide sales. System-wide sales represents net sales for all of our company-owned and franchised restaurants. This measure allows management to better assess changes in our royalty revenue, our overall store performance, the health of our brand, and the strength of our market position relative to competitors. Our system-wide sales growth is driven by new restaurant openings as well as increases in same store sales.

Domestic average unit volume (“AUV”). Domestic AUV consists of the average annual sales of all restaurants that have been open for a trailing 52-week period or longer. This measure is calculated by dividing sales during the applicable period for all restaurants being measured by the number of restaurants being measured. Domestic AUV includes revenue from both company-owned and franchised restaurants. Domestic AUV allows management to assess our domestic company-owned and franchised restaurant economics. ~~Our~~Changes in domestic AUV growth isare primarily driven by increases in same store sales and isare also influenced by opening new restaurants.

Domestic same store sales. Domestic same store sales reflects the change in year-over-year sales for the same store restaurant base. We define the same store 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. We review same store sales for domestic company-owned restaurants as well as system-wide domestic restaurants. Domestic same store sales growth is driven by increases in transactions and average transaction size. Transaction size increases are driven by price increases or favorable mix shift from either an increase in items purchased or shifts into higher priced items.

EBITDA and Adjusted EBITDA. We define EBITDA as net income before interest expense, net, income tax expense (benefit), and depreciation and amortization. We define Adjusted EBITDA as net income before interest expense, net, income tax expense (benefit), and depreciation and amortization, with further adjustments for losses on debt extinguishment and ~~refinancing~~financing transactions, transaction costs, costs and fees associated with investments in our strategic initiatives, ~~gains~~ and stock-based

1513

~~losses on the disposal of assets, and stock-based~~ compensation expense. Adjusted EBITDA may not be comparable to other similarly titled captions of other companies due to differences in methods of calculation. For a reconciliation of net income to EBITDA and Adjusted EBITDA and for further discussion of EBITDA and Adjusted EBITDA as non-GAAP measures and how we utilize them, see footnote 2 below.

Adjusted Net Income and Adjusted Earnings Per Diluted Share. We define Adjusted net income as net income adjusted for losses on debt extinguishment and ~~refinancing~~financing transactions, transaction costs, costs and fees associated with investments in our strategic initiatives, ~~gains and losses on the disposal of assets,~~ and related tax ~~adjustments.~~adjustments that management believes are not indicative of the Company’s core operating results or business outlook over the long term. We define Adjusted earnings per diluted share as Adjusted net income divided by weighted average diluted share count. For a reconciliation of net income to Adjusted net income and for further discussion of Adjusted net income and Adjusted earnings per diluted share as non-GAAP measures and how we utilize them, see footnote 3 below.

The following table sets forth our key performance indicators for the thirteen ~~and twenty-six~~ weeks ended ~~June 25,~~April 1, 2023 and March 26, 2022 ~~and June 26, 2021~~ (in thousands, except unit data):


		Thirteen Weeks Ended						Twenty-Six Weeks Ended							Thirteen Weeks Ended
		June 25, 2022			June 26, 2021			June 25, 2022			June 26, 2021				April 1, 2023			March 26, 2022
Number of system-wide restaurants open at end of period	Number of system-wide restaurants open at end of period	1,858			1,624			1,858			1,624			Number of system-wide restaurants open at end of period	1,996			1,791
System-wide sales (1)	System-wide sales (1)	$	633,620		$	589,665		$	1,263,649		$	1,148,534		System-wide sales (1)	$	821,632		$	630,007
Domestic restaurant AUV	Domestic restaurant AUV	$	1,581		$	1,556		$	1,581		$	1,556		Domestic restaurant AUV	$	1,662		$	1,602
Domestic same store sales growth	Domestic same store sales growth	(3.3)		%	2.1		%	(1.1)		%	10.4		%	Domestic same store sales growth	20.1		%	1.2		%
Company-owned domestic same store sales growth	Company-owned domestic same store sales growth	(4.9)		%	(3.1)		%	(1.5)		%	4.3		%	Company-owned domestic same store sales growth	10.3		%	2.1		%
Total revenue	Total revenue	$	83,777		$	74,000		$	159,982		$	144,690		Total revenue	$	108,721		$	76,205
Net income	Net income	$	13,307		$	11,312		$	21,983		$	24,472		Net income	$	15,669		$	8,676
Adjusted EBITDA (2)	Adjusted EBITDA (2)	$	23,667		$	22,882		$	45,756		$	46,796		Adjusted EBITDA (2)	$	34,584		$	21,645
Adjusted net income (3)	Adjusted net income (3)	$	13,590		$	11,312		$	23,743		$	24,472		Adjusted net income (3)	$	17,771		$	9,815

(1) The percentage of system-wide sales attributable to company-owned restaurants was ~~3.0%~~2.8% and ~~2.8%~~3.0% for the thirteen weeks ended ~~June 25,~~April 1, 2023 and March 26, 2022, ~~and June 26, 2021, respectively, and was 3.0% and 2.9% for the twenty-six weeks ended June 25, 2022 and June 26, 2021,~~ respectively. The remainder was generated by franchised restaurants, as reported by our franchisees.

(2) EBITDA and Adjusted EBITDA are supplemental measures of our performance that are not required by, or presented in accordance with, GAAP. EBITDA and Adjusted EBITDA should not be considered as an alternative to net income or any other performance measure derived in accordance with GAAP, or as an alternative to cash flow from operating activities as a measure of our liquidity.

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 we believe they assist us in comparing the operating performance of our restaurants on a consistent basis, as they remove the impact of items not directly resulting from our core operations;

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

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

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

•to calculate incentive compensation payments for our employees, including assessing performance under our annual incentive compensation plan and determining the vesting of performance-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 use EBITDA (with additional adjustments) to measure our compliance with covenants, such as our fixed charge coverage, lease adjusted leverage, and debt incurrence. 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 as performance measures and supplementally. As noted in the table below, Adjusted EBITDA includes adjustments for losses on debt extinguishment and ~~refinancing~~financing transactions, 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~~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 reconciliation table below help management measure our core operating performance over time by removing items that are not related to day-to-day operations.

The following table reconciles net income to EBITDA and Adjusted EBITDA for the thirteen ~~and twenty-six~~ weeks ended ~~June 25,~~April 1, 2023 and March 26, 2022 ~~and June 26, 2021~~ (in thousands):


		Thirteen Weeks Ended				Twenty-Six Weeks Ended					Thirteen Weeks Ended
		June 25, 2022		June 26, 2021		June 25, 2022		June 26, 2021			April 1, 2023		March 26, 2022
Net income	Net income	$	13,307	$	11,312	$	21,983	$	24,472	Net income	$	15,669	$	8,676
Interest expense, net	Interest expense, net	5,986		3,724		10,178		7,506		Interest expense, net	4,573		4,192
Income tax expense (benefit)		3,055		3,867		5,915		6,728
Income tax expense										Income tax expense	5,242		2,860
Depreciation and amortization	Depreciation and amortization	2,547		1,523		4,774		3,318		Depreciation and amortization	2,989		2,227
EBITDA	EBITDA	$	24,895	$	20,426	$	42,850	$	42,024	EBITDA	$	28,473	$	17,955
Additional adjustments:	Additional adjustments:									Additional adjustments:
Loss on debt extinguishment and financing transaction costs (a)	Loss on debt extinguishment and financing transaction costs (a)	—		—		1,124		—		Loss on debt extinguishment and financing transaction costs (a)	—		1,124

Loss on disposal of assets (b)		323		—		767		—
Consulting fees (c)		50		—		425		—
Stock-based compensation expense (d)		(1,601)		2,456		590		4,772
Consulting fees (b)										Consulting fees (b)	2,766		375
Stock-based compensation expense (c)										Stock-based compensation expense (c)	3,345		2,191
Adjusted EBITDA	Adjusted EBITDA	$	23,667	$	22,882	$	45,756	$	46,796	Adjusted EBITDA	$	34,584	$	21,645

(a) Represents costs and expenses related to our 2022 securitized financing facility and payment of a special dividend, as well as the extinguishment of our 2020 variable funding note facility; all transaction costs are included in Loss on debt extinguishment during the ~~twenty-six~~thirteen weeks ended ~~June 25,~~March 26, 2022, with the exception of $310,000 that is included in Selling, general and administrative on the Consolidated Statements of Comprehensive Income.

~~(b)~~
Represents a loss resulting from the sale of assets to a franchisee pursuant to a multi-unit development agreement executed in the prior fiscal year. This loss is included in Loss on disposal of assets in the Consolidated Statements of Comprehensive Income.

~~(c)~~(b) Represents costs and expenses related to a consulting project to support the Company's strategic initiatives, which are included in Selling, general and administrative on the Consolidated Statements of Comprehensive Income.

~~(d)~~(c) Includes non-cash, stock-based compensation, net of forfeitures.

(3) Adjusted net income and adjusted earnings per diluted share are supplemental measures of operating performance that do not represent and should not be considered alternatives to net income and earnings per share, as determined by GAAP. These measures have not been prepared in accordance with Article 11 of Regulation S-X promulgated under the Securities ~~Act.~~Act of 1933, as amended (the “Securities Act”). Management believes adjusted net income and adjusted earnings per diluted share supplement GAAP measures and enable management to more effectively evaluate the Company’s performance period-over-period and relative to competitors.

The following table reconciles net income to Adjusted net income and calculates adjusted earnings per diluted share for the thirteen ~~and twenty-six~~ weeks ended ~~June 25,~~April 1, 2023 and March 26, 2022 ~~and June 26, 2021~~ (in thousands):


		Thirteen Weeks Ended				Twenty-Six Weeks Ended					Thirteen Weeks Ended
		June 25, 2022		June 26, 2021		June 25, 2022		June 26, 2021			April 1, 2023		March 26, 2022
Numerator:	Numerator:									Numerator:
Net income	Net income	$	13,307	$	11,312	$	21,983	$	24,472	Net income	$	15,669	$	8,676
Adjustments:	Adjustments:									Adjustments:
Loss on debt extinguishment and financing transactions (a)	Loss on debt extinguishment and financing transactions (a)	—		—		1,124		—		Loss on debt extinguishment and financing transactions (a)	—		1,124
Loss on disposal of assets (b)		323		—		767		—

Consulting fees ~~(c)~~(b)	Consulting fees ~~(c)~~(b)	50		—		425		—		Consulting fees ~~(c)~~(b)	2,766		375
Tax effect of adjustments ~~(d)~~(c)	Tax effect of adjustments ~~(d)~~(c)	(90)		—		(556)		—		Tax effect of adjustments ~~(d)~~(c)	(664)		(360)
Adjusted net income	Adjusted net income	$	13,590	$	11,312	$	23,743	$	24,472	Adjusted net income	$	17,771	$	9,815

Denominator:	Denominator:									Denominator:
Weighted-average shares outstanding - diluted	Weighted-average shares outstanding - diluted	29,914		29,873		29,944		29,859		Weighted-average shares outstanding - diluted	30,031		29,974

Adjusted earnings per diluted share	Adjusted earnings per diluted share	$	0.45	$	0.38	$	0.79	$	0.82	Adjusted earnings per diluted share	$	0.59	$	0.33

(b) Represents a loss resulting from the sale of assets to a franchisee pursuant to a multi-unit development agreement executed in the prior fiscal year. This loss is included in Loss on disposal of assets in the Consolidated Statements of Comprehensive Income.

~~(c)~~ ~~Represents~~ costs and expenses related to a consulting project to support the ~~Company's~~Company’s strategic initiatives, which are included in Selling, general and administrative on the Consolidated Statements of Comprehensive Income.

~~(d)~~(c) Represents the tax effect of the aforementioned adjustments to reflect corporate income taxes at an assumed effective tax rate of 24% for the thirteen ~~and twenty-six~~ weeks ended ~~June 25,~~April 1, 2023 and March 26, 2022, ~~and June 26, 2021,~~ which includes provisions for U.S. federal income taxes, and assumes the respective statutory rates for applicable state and local jurisdictions.

Results of Operations

Thirteen Weeks Ended ~~June 25, 2022~~April 1, 2023 compared to Thirteen Weeks Ended ~~June~~March 26, ~~2021~~2022

The following table sets forth our results of operations for the thirteen weeks ended ~~June 25,~~April 1, 2023 and March 26, 2022 ~~and June 26, 2021~~ (dollars in thousands):


		Thirteen Weeks Ended				Increase / (Decrease)					Thirteen Weeks Ended				Increase / (Decrease)
		June 25, 2022		June 26, 2021		$		%			April 1, 2023		March 26, 2022		$		%
Revenue:	Revenue:									Revenue:
Royalty revenue, franchise fees and other	Royalty revenue, franchise fees and other	$	36,044	$	33,135	$	2,909	8.8	%	Royalty revenue, franchise fees and other	$	48,188	$	35,070	$	13,118	37.4	%
Advertising fees	Advertising fees	28,987		22,577		6,410		28.4	%	Advertising fees	37,463		22,539		14,924		66.2	%
Company-owned restaurant sales	Company-owned restaurant sales	18,746		18,288		458		2.5	%	Company-owned restaurant sales	23,070		18,596		4,474		24.1	%
Total revenue	Total revenue	83,777		74,000		9,777		13.2	%	Total revenue	108,721		76,205		32,516		42.7	%
Costs and expenses:	Costs and expenses:									Costs and expenses:
Cost of sales (1)	Cost of sales (1)	14,899		14,207		692		4.9	%	Cost of sales (1)	16,695		15,674		1,021		6.5	%
Advertising expenses	Advertising expenses	29,685		23,301		6,384		27.4	%	Advertising expenses	39,643		23,167		16,476		71.1	%
Selling, general and administrative	Selling, general and administrative	13,949		16,066		(2,117)		(13.2)	%	Selling, general and administrative	23,645		18,086		5,559		30.7	%
Depreciation and amortization	Depreciation and amortization	2,547		1,523		1,024		67.2	%	Depreciation and amortization	2,989		2,227		762		34.2	%
Loss on disposal of assets	Loss on disposal of assets	323		—		323		100.0	%	Loss on disposal of assets	77		444		(367)		(82.7)	%
Total costs and expenses	Total costs and expenses	61,403		55,097		6,306		11.4	%	Total costs and expenses	83,049		59,598		23,451		39.3	%
Operating income	Operating income	22,374		18,903		3,471		18.4	%	Operating income	25,672		16,607		9,065		54.6	%
Interest expense, net	Interest expense, net	5,986		3,724		2,262		60.7	%	Interest expense, net	4,573		4,192		381		9.1	%

Loss on debt extinguishment										Loss on debt extinguishment	—		814		(814)		(100.0)	%
Other expense	Other expense	26		—		26		100.0	%	Other expense	188		65		123		189.2	%
Income before income tax expense	Income before income tax expense	16,362		15,179		1,183		7.8	%	Income before income tax expense	20,911		11,536		9,375		81.3	%
Income tax expense	Income tax expense	3,055		3,867		(812)		(21.0)	%	Income tax expense	5,242		2,860		2,382		83.3	%
Net income	Net income	$	13,307	$	11,312	$	1,995	17.6	%	Net income	$	15,669	$	8,676	$	6,993	80.6	%

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

Total revenue. During the thirteen weeks ended ~~June 25, 2022,~~April 1, 2023, total revenue was ~~$83.8~~$108.7 million, an increase of ~~$9.8~~$32.5 million, or ~~13.2%~~42.7%, compared to ~~$74.0~~$76.2 million in the comparable period in ~~2021.~~ 2022.

Royalty revenue, franchise fees and other increased ~~$2.9~~$13.1 million, ~~primarily~~of which $3.6 million was due to ~~229~~199 net franchise restaurant openings since ~~June~~March 26, ~~2021, partially offset by a decline in~~2022, and $7.8 million was due to domestic same store sales growth of ~~3.3%~~20.1%. Other revenue increased by $1.7 million primarily due to an increase in vendor rebates.

Advertising fees increased $~~6.4~~14.9 million, of which $8.7 million was due to a 30.4% increase in system-wide sales during the fiscal first quarter 2023, and $6.2 million was due to an increase in the national advertising fund contribution rate to 5% from 4% effective the first day of the fiscal second quarter ~~2022, as well as the 7.5% increase in system-wide sales in the thirteen weeks ended June 25, 2022 compared to the thirteen weeks ended June 26, 2021.~~ 2022.

Company-owned restaurant sales increased ~~$0.5~~$4.5 million, due to an increase of ~~$1.2~~$2.9 million related to the addition of six net new company-owned restaurants ~~compared to~~since the prior year ~~comparable period, partially offset by a 4.9% decline in~~fiscal quarter. The remainder of the increase was due to company-owned same store sales growth of 10.3%, which was driven by ~~a decline~~an increase in transactions.

Cost of sales. During the thirteen weeks ended ~~June 25, 2022,~~April 1, 2023, cost of sales was ~~$14.9~~$16.7 million, an increase of ~~$0.7~~$1.0 million, or ~~4.9%~~6.5%, compared to ~~$14.2~~$15.7 million in the comparable period in ~~2021.~~2022. Cost of sales as a percentage of company-owned restaurant sales was ~~79.5%~~72.4% in the thirteen weeks ended ~~June 25, 2022,~~April 1, 2023, compared to ~~77.7%~~84.3% in the comparable period in ~~2021.~~2022.

1918

The table below presents the major components of cost of sales (dollars in thousands):


		Thirteen Weeks Ended							Thirteen Weeks Ended
		June 25, 2022			June 26, 2021				April 1, 2023				March 26, 2022
		In dollars	As a % of company-owned restaurant sales		In dollars	As a % of company-owned restaurant sales			In dollars		As a % of company-owned restaurant sales		In dollars		As a % of company-owned restaurant sales
Cost of sales:	Cost of sales:							Cost of sales:
Food, beverage and packaging costs	Food, beverage and packaging costs	7,376	39.3	%	8,023	43.9	%	Food, beverage and packaging costs	$	7,486	32.4	%	$	7,967	42.8	%
Labor costs	Labor costs	4,328	23.1	%	3,774	20.6	%	Labor costs	5,517		23.9	%	4,807		25.8	%
Other restaurant operating expenses	Other restaurant operating expenses	3,419	18.2	%	2,809	15.4	%	Other restaurant operating expenses	4,226		18.3	%	3,307		17.8	%
Vendor rebates	Vendor rebates	(412)	(2.2)	%	(410)	(2.2)	%	Vendor rebates	(534)		(2.3)	%	(407)		(2.2)	%
Cost of sales (excluding pre-opening expenses)		14,711	78.5	%	14,196	77.6	%
Pre-opening expenses		188	1.0	%	11	0.1	%

Total cost of sales	Total cost of sales	14,899	79.5	%	14,207	77.7	%	Total cost of sales	$	16,695	72.4	%	$	15,674	84.3	%

Food, beverage and packaging costs as a percentage of company-owned restaurant sales were ~~39.3%~~32.4% in the thirteen weeks ended ~~June 25, 2022,~~April 1, 2023, compared to ~~43.9%~~42.8% in the comparable period in ~~2021. The decrease~~2022. This improvement was primarily due to ~~an 18.8%~~a 52.8% decrease in the cost of bone-in chicken wings as compared to the prior year ~~period. This decrease was~~period, partially offset by inflation in other food costs ~~during~~since the ~~thirteen weeks ended June 25,~~prior fiscal first quarter 2022.

Labor costs as a percentage of company-owned restaurant sales were ~~23.1%~~23.9% for the thirteen weeks ended ~~June 25, 2022,~~April 1, 2023, compared to ~~20.6%~~25.8% in the comparable period in ~~2021.~~2022. The ~~increase~~decrease as a percentage of company-owned restaurant sales was primarily due to ~~higher wage rates in~~our ability to leverage costs due to the company-owned ~~restaurants recently opened in New York City, as well as~~domestic same store sales increase of 10.3%. This was partially offset by increases in company-owned restaurant wages ~~hiring and training costs as a result of the ongoing competitive labor market~~ during the thirteen weeks ended ~~June 25, 2022.~~April 1, 2023.

Other restaurant operating expenses as a percentage of company-owned restaurant sales were ~~18.2%~~18.3% for the thirteen weeks ended ~~June 25, 2022,~~April 1, 2023, compared to ~~15.4%~~17.8% in the comparable period in ~~2021.~~2022. The increase as a percentage of company-owned restaurant sales ~~was~~were primarily a result of ~~higher rent and occupancy costs associated with company-owned restaurants recently opened in New York City during~~ the ~~thirteen weeks ended June 25, 2022.~~

~~Pre-opening expenses as a percentage of company-owned restaurant sales were 1.0% for the thirteen weeks ended June 25, 2022 due to our development of the New York City market.~~

~~Advertising expenses.~~ During the thirteen weeks ended June 25, 2022, advertising expenses were $29.7 million, an increase of $6.4 million compared to $23.3 million in the comparable period in 2021. 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 and administrative (SG&A).~~ During the thirteen weeks ended June 25, 2022, SG&A expense was $13.9 million, a decrease of $2.1 million compared to $16.1 million in the comparable period in 2021. The decrease of SG&A expense was primarily due to a decrease of $4.1 million in stock based compensation expense related to stock awards forfeited during the thirteen weeks ended June 25, 2022. This was partially offset by an increase of $0.9 million in professional fees to support the Company’s strategic initiatives and an increase of $0.5 million in travel expense as compared to the prior year period.

~~Depreciation and amortization.~~ During the thirteen weeks ended June 25, 2022, depreciation expense was $2.5 million, an increase of $1.0 million compared to $1.5 million in the comparable period in 2021. The increase in depreciation and amortization was primarily due to capital expenditures related to our corporate headquarters building and investments in technology.

~~Loss on disposal of assets.~~ ~~During the thirteen weeks ended June 25, 2022, loss on disposal of assets was $0.3 million related to the sale of restaurant assets to a franchisee.~~

~~Interest expense, net.~~ During the thirteen weeks ended June 25, 2022, interest expense, net was $6.0 million, an increase of $2.3 million compared to $3.7 million of interest expense, net in the comparable period in 2021. The increase was due to the securitized financing transaction completed on March 9, 2022, which increased our outstanding debt by $250 million.

~~Income tax expense.~~ During the thirteen weeks ended June 25, 2022, we recognized income tax expense of $3.1 million yielding an effective tax rate of 18.7%, compared to an effective tax rate of 25.5% in the prior year period. The decrease in the effective tax rate was primarily due to the impact of stock awards forfeited during the thirteen weeks ended June 25, 2022.

~~Twenty-Six Weeks Ended June 25, 2022 compared to Twenty-Six Weeks Ended June 26, 2021~~

~~The following table sets forth our results of operations for the twenty-six weeks ended June 25, 2022 and June 26, 2021 (dollars in thousands):~~

Twenty-Six Weeks Ended Increase / (Decrease)
June 25,
2022 June 26,
2021 $ %
Revenue:
Royalty revenue, franchise fees and other $ 71,114 $ 64,741 $ 6,373 9.8 %
Advertising fees 51,526 44,097 7,429 16.8 %
Company-owned restaurant sales 37,342 35,852 1,490 4.2 %
Total revenue 159,982 144,690 15,292 10.6 %
Costs and expenses:
Cost of sales (1)
30,573 27,486 3,087 11.2 %
Advertising expenses 52,852 45,328 7,524 16.6 %
Selling, general and administrative 32,035 29,852 2,183 7.3 %
Depreciation and amortization 4,774 3,318 1,456 43.9 %
Loss on disposal of assets 767 — 767 100.0 %
Total costs and expenses 121,001 105,984 15,017 14.2 %
Operating income 38,981 38,706 275 0.7 %
Interest expense, net 10,178 7,506 2,672 35.6 %
Loss on debt extinguishment 814 — 814 100.0 %
Other expense 91 — 91 100.0 %
Income before income tax expense 27,898 31,200 (3,302) (10.6) %
Income tax expense 5,915 6,728 (813) (12.1) %
Net income $ 21,983 $ 24,472 $ (2,489) (10.2) %

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

~~Total revenue.~~ During the twenty-six weeks ended June 25, 2022, total revenue was $160.0 million, an increase of $15.3 million, or 10.6%, compared to $144.7 million in the comparable period in 2021. Royalty revenue, franchise fees and other increased $6.4 million primarily due to 229 net franchise restaurant openings since June 26, 2021, partially offset by a decline in domestic same store sales of 1.1%. Advertising fees increased $7.4 million due to an increase in the national advertising fund contribution rate to 5% from 4% effective the first day of the fiscal second quarter 2022, as well as the 10.0% increase in system-wide sales in the twenty-six weeks ended June 25, 2022 compared to the twenty-six weeks ended June 26, 2021. Company-owned restaurant sales increased $1.5 million primarily due to an increase of $1.9 million related to the addition of six net new company-owned restaurants compared to the prior year comparable period.2022. This increase was partially offset by a decline in pre-opening expenses of ~~1.5%~~$0.4 million related to company-owned restaurants opened in ~~company-owned same store sales driven by a decrease~~Manhattan, NY in ~~transactions.~~the prior fiscal first quarter.

~~Cost of sales.~~Advertising expenses. During the ~~twenty-six~~thirteen weeks ended ~~June 25, 2022, cost of sales was $30.6~~April 1, 2023, advertising expenses were $39.6 million, an increase of ~~$3.1~~$16.5 million ~~or 11.2%,~~ compared to ~~$27.5~~$23.2 million in the comparable period in ~~2021. Cost of sales as a percentage of company-owned restaurant sales was 81.9% in the twenty-six weeks ended June 25, 2022, compared to 76.7% in the comparable period in 2021.~~

~~The table below presents the major components of cost of sales (dollars in thousands):~~

Twenty-Six Weeks Ended
June 25, 2022 June 26, 2021
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 $ 15,343 41.1 % $ 15,327 42.8 %
Labor costs 9,136 24.5 % 7,502 20.9 %
Other restaurant operating expenses 6,280 16.8 % 5,437 15.2 %
Vendor rebates (819) (2.2) % (791) (2.2) %
Cost of sales (excluding pre-opening expenses) 29,940 80.2 % 27,475 76.6 %
Pre-opening expenses 633 1.7 % 11 — %
Total cost of sales $ 30,573 81.9 % $ 27,486 76.7 %

Food, beverage and packaging costs as a percentage of company-owned restaurant sales were 41.1% in the twenty-six weeks ended June 25, 2022, compared to 42.8% in the comparable period in 2021. The decrease was primarily due to the benefit of menu price increases coupled with a 3.2% decrease in the cost of bone-in chicken wings as compared to the prior year period. These decreases were partially offset by the inflation in other food costs during the twenty-six weeks ended June 25, 2022.

Labor costs as a percentage of company-owned restaurant sales were 24.5% for the twenty-six weeks ended June 25, 2022, compared to 20.9% in the comparable period in 2021. The increase as a percentage of company-owned restaurant sales was primarily due to higher wage rates in the restaurants recently opened in New York City, as well as increases in company-owned restaurant wages, hiring and training costs as a result of the ongoing competitive labor market during the twenty-six weeks ended June 25, 2022.

Other restaurant operating expenses as a percentage of company-owned restaurant sales were 16.8% for the twenty-six weeks ended June 25, 2022, compared to 15.2% in the comparable period in 2021. The increase as a percentage of company-owned restaurant sales was primarily a result of higher rent and occupancy costs associated with the opening of company-owned restaurants in New York City for the twenty-six weeks ended June 25, 2022.

~~Pre-opening expenses as a percentage of company-owned restaurant sales were 1.7% for the twenty-six weeks ended June 25, 2022 due to our development of the New York City market.~~

~~Advertising expenses.~~ ~~During the twenty-six weeks ended June 25, 2022, advertising expenses were $52.9 million, an increase of $7.5 million compared to $45.3 million in the comparable period in 2021.~~ 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 and administrative (SG&A). During the ~~twenty-six~~thirteen weeks ended ~~June 25, 2022,~~April 1, 2023, SG&A expense was ~~$32.0~~$23.6 million, an increase of ~~$2.2~~$5.6 million compared to ~~$29.9~~$18.1 million in the comparable period in ~~2021.~~2022. The increase in SG&A expense was ~~primarily~~ due to an increase of ~~$2.5~~$2.8 million related to consulting fees associated with the Company’s strategic initiatives, a $1.6 million increase in incentive compensation and performance-based stock compensation expense recognized related to the Company’s performance, and a $0.6 million increase in headcount related expenses to support the growth in our business, an increase of $2.2 million in professional fees to support the Company’s strategic initiatives, and an increase of $1.1 million in travel expense as compared to the prior year period. These increases were partially offset by a decrease of $4.2 million in stock-based compensation expense related to stock awards forfeited during the twenty-six weeks ended June 25, 2022.business.

Depreciation and amortization. During the ~~twenty-six~~thirteen weeks ended ~~June 25, 2022,~~April 1, 2023, depreciation expense was ~~$4.8~~$3.0 million, an increase of ~~$1.5~~$0.8 million compared to ~~$3.3~~$2.2 million in the comparable period in ~~2021.~~2022. The increase in depreciation and amortization was primarily due to capital expenditures related to our ~~corporate headquarters building and investments in technology.~~technology investments.

~~Loss on disposal of assets.~~ ~~During the twenty-six weeks ended June 25, 2022, loss on disposal of assets was $0.8 million related to the sale of restaurant assets to a franchisee.~~

Interest expense, net. During the ~~twenty-six~~thirteen weeks ended ~~June 25, 2022,~~April 1, 2023, interest expense, net was ~~$10.2~~$4.6 million, an increase of ~~$2.7~~$0.4 million compared to ~~$7.5~~$4.2 million of interest expense, net in the comparable period in ~~2021.~~2022. The increase was due to an additional $1.8 million in interest expense relating to the securitized financing transaction completed on March 9, 2022, which increased our outstanding debt by $250 million. This was partially offset by an increase of $1.4 million in interest income earned on our cash balances during the thirteen weeks ended April 1, 2023.

Loss on debt extinguishment. Loss on debt extinguishment in the prior fiscal first quarter was $0.8 million ~~during the twenty-six weeks ended June 25, 2022~~ due to costs and fees associated with the extinguishment of our 2020 ~~Variable Funding Note~~variable funding note facility on March 9, 2022.

Income tax expense. During the ~~twenty-six~~thirteen weeks ended ~~June 25, 2022,~~April 1, 2023, we recognized income tax expense of ~~$5.9~~$5.2 million yielding an effective tax rate of ~~21.2%~~25.1%, ~~compared~~which is comparable to anthe effective tax rate of ~~21.6%~~24.8% in the prior year period. The decrease in the effective tax rate was primarily due to the impact of stock awards forfeited during the twenty-six weeks ended June 25, 2022, partially offset by the impact of excess tax benefits associated with stock options exercised in the prior year comparable period.

Liquidity and Capital Resources

General.Our primary sources of liquidity and capital resources are cash provided from operating activities, cash and cash equivalents on hand, and borrowings available under our securitized financing facility. Our primary requirements for liquidity and capital are working capital, general corporate needs, capital expenditures, income tax payments, debt service requirements, and dividend payments. Historically, we have operated with minimal positive working capital or with negative working capital. We generally utilize available cash flows from operations to invest in our business, service our debt obligations, and pay dividends.

Our primary sources of short-term and long-term liquidity are expected to be cash flows from operations and available borrowings under our 2022 Variable Funding Notes (as defined below). As of ~~June 25, 2022,~~April 1, 2023, the Company had ~~$191.6~~$227.0 million of cash and restricted cash on its balance sheet.

Based upon current levels of operations and anticipated growth, we expect that cash flows from operations, combined with our securitized financing facility including our 2022 Variable Funding Notes, will be sufficient to meet our capital expenditure, working capital and debt service requirements for at least the next twelve months and the foreseeable future.

The following table shows summary cash flows information for the ~~twenty-six~~thirteen weeks ended ~~June 25,~~April 1, 2023 and March 26, 2022 ~~and June 26, 2021~~ (in thousands):


		Twenty-Six Weeks Ended				Thirteen Weeks Ended
		June 25, 2022		June 26, 2021				April 1, 2023		March 26, 2022
Net cash provided by (used in):	Net cash provided by (used in):						Net cash provided by (used in):
Operating activities	Operating activities	$	29,464	$	31,612		Operating activities	$	35,698	$	20,366
Investing activities	Investing activities	(9,058)		(12,421)			Investing activities	(4,319)		(4,814)
Financing activities	Financing activities	116,313		(11,806)			Financing activities	(10,087)		239,091
Net change in cash and cash equivalents	Net change in cash and cash equivalents	$	136,719	$	7,385		Net change in cash and cash equivalents	$	21,292	$	254,643

Operating activities. Our cash flow from operating activities are principally driven by sales at both franchise restaurants and company-owned restaurants, as well as franchise and development fees. We collect franchise royalties from our franchise owners on a weekly basis. Restaurant-level operating costs at our company-owned restaurants, unearned franchise and development fees, and corporate overhead costs also impact our cash flow from operating activities.

Net cash provided by operating activities was ~~$29.5~~$35.7 million in the ~~twenty-six~~thirteen weeks ended ~~June 25, 2022, a decrease~~April 1, 2023, an increase of ~~$2.1~~$15.3 million from cash provided by operating activities of ~~$31.6~~$20.4 million in the ~~twenty-six~~thirteen weeks ended ~~June~~March 26, ~~2021.~~2022. The ~~decrease~~increase is ~~primarily due to~~ the ~~decrease in net~~result of increased operating income ~~including non-cash adjustments, totaling $5.9 million, partially offset by~~associated with the ~~change in~~increased sales over the prior period, as well as the timing of changes in working capital.

Investing activities. Our net cash used in investing activities was ~~$9.1~~$4.3 million in the ~~twenty-six~~thirteen weeks ended ~~June 25, 2022,~~April 1, 2023, a decrease of ~~$3.4~~$0.5 million from cash used in investing activities of ~~$12.4~~$4.8 million in the ~~twenty-six~~thirteen weeks ended ~~June~~March 26, ~~2021.~~2022. The decrease in cash used in investing activities was primarily due to a payment of $4.2 million related to a foreign investment in our United Kingdom franchisee made during the twenty-six weeks ended June 26, 2021, as well as the sale of restaurant assets to a franchisee during the twenty-six weeks ended June 25, 2022. This was partially offset by an increasedecrease in capital expenditures related to our investments in ~~technology as compared to the prior year period.~~technology.

Financing activities. Our net cash used in financing activities was $10.1 million in the thirteen weeks ended April 1, 2023, a change of $249.2 million from cash provided by financing activities ~~was $116.3~~of $239.1 million in the ~~twenty-six~~thirteen weeks ended ~~June 25, 2022, a change of $128.1 million from cash used in financing activities of $11.8 million in the twenty-six weeks ended June~~March 26, ~~2021.~~2022. The change was primarily due to the net cash provided by additional borrowings under our 2022 Class A-2 Notes (as defined below) of $250 million ~~partially offset by~~in the ~~payment~~first quarter of a special dividend in connection with the securitized financing transaction totaling $119.5 million, as well as deferred financing and other debt related costs incurred of $5.4 million during the twenty-six weeks ended June 25, 20222022.

Securitized financing facility. On March 9, 2022, the Company completed a securitized financing transaction, pursuant to which Wingstop Funding LLC (the “Issuer”), a limited purpose, bankruptcy-remote, indirect ~~wholly owned~~wholly-owned subsidiary of the Company, issued $250 million of its Series 2022-1 3.734% Fixed Rate Senior Secured Notes, Class A-2 (the "2022 Class A-2 Notes"). 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. The ~~Company’s existing revolving financing facility of Series 2020-1 Class A-1 Notes was terminated in connection with the transaction. 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.

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 Class A-2 Notes”). No borrowings were outstanding under the 2022 Variable Funding Notes as of ~~June 25, 2022.~~April 1, 2023.

Dividends. We paid a quarterly cash dividend of ~~$0.17~~$0.19 per share of common stock, aggregating $5.7 million in ~~each of~~ the first ~~two quarters~~quarter of ~~2022, resulting in aggregate dividend payments of $10.2 million during the twenty-six weeks ended June 25, 2022.~~2023. On ~~July 27, 2022,~~May 2, 2023 the Company’s Board of Directors approved a dividend of $0.19 per share, to be paid on ~~September 2, 2022~~June 9, 2023 to stockholders of record as of ~~August 12, 2022,~~May 19, 2023, totaling approximately $5.7 ~~million.~~million

We do not currently expect the restrictions in our debt instruments to impact our ability to make regular quarterly dividends pursuant to our quarterly dividend program. However, any future declarations of dividends, as well as the amount and timing of such dividends, are subject to capital availability and the discretion of our Board of Directors, which must evaluate, among other things, whether cash dividends are in the best interest of the Company and our stockholders.

Critical Accounting Policies and Estimates

Our consolidated financial statements and accompanying notes are prepared in accordance with GAAP. Preparing consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses. These estimates and assumptions are affected by the application of our accounting policies.~~For~~ Critical accounting estimates are those that require application of management’s most difficult, subjective, or complex judgments, often as a ~~description~~result of matters that are inherently uncertain and may change in subsequent periods. While we apply our judgment based on assumptions believed to be reasonable under the ~~Company’s~~circumstances, actual results could vary from these assumptions. It is possible that materially different amounts would be reported using different assumptions. Our critical accounting policies and estimates ~~refer to “Part II—Item 7—Management’s Discussion~~are identified and ~~Analysis of Financial Condition~~described in our annual consolidated financial statements and ~~Results of Operations”~~the related notes included in our Annual ~~Report. The Company considers its significant accounting policy over revenue recognition to be particularly important to the portrayal~~Report, and ~~understanding of our financial position and results of operations. There~~there have been no material changes tosince the ~~Company’s critical accounting policies and estimates since December 25, 2021.~~filing of our Annual Report.

Recent Accounting Pronouncements

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

Special Note Regarding Forward-Looking Statements

This report includes statements of our expectations, intentions, plans and beliefs that constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act ~~of 1933~~ and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and are intended to come within the safe harbor protection provided by those sections. These statements, which involve risks and uncertainties, relate to the discussion of our business strategies and our expectations concerning future operations, margins, profitability, trends, liquidity and capital resources and to analyses and other information that are based on forecasts of future results and estimates of amounts not yet determinable. These forward-looking statements can generally bybe identified by the use of forward-looking terminology, including the terms “may,” “will,” “should,” “expect,” “intend,” “plan,” “outlook,” “anticipate,” “believe,” “think,” “estimate,” “seek,” “predict,” “could,” “project,” “potential” or, in each case, their negative or other variations or comparable terminology, although not all forward-looking statements are accompanied by such terms. These forward-looking statements are made based on expectations and beliefs concerning future events affecting us and are subject to uncertainties, risks, and factors relating to our operations and business environments, all of which are difficult to predict and many of which are beyond our control, that could cause our actual results to differ materially from those matters expressed or implied by these forward-looking statements.

Such risks and other factors include those listed below and elsewhere in this report and our Annual Report, that could cause actual results or outcomes to differ from the results expressed or implied by forward-looking statements:

•our ability to effectively implement our growth strategy;

•~~risks associated with changes in food and supply costs;~~

•our relationships with, and the performance of, our franchisees, as well as actions by franchisees that could harm our business;

•our ability to identify, recruit and contract with a sufficient number of qualified franchisees;

•risks associated with food safety, food-borne illness and other health concerns;

•risks associated with changes in food and supply costs;

•our ability to successfully expand into new markets;

•our ability to effectively compete within our industry;

•risks associated with interruptions in our supply chain, including availability of food products;

•risks associated with the availability and cost of labor;

•risks associated with our future performance and operating results falling below the expectations of securities analysts and investors;

•risks associated with data privacy, cyber security and the use and implementation of information technology;

•risks associated with our increasing dependence on digital commerce platforms and third-party delivery service providers;

•uncertainty in the law with respect to the assignment or allocation of liabilities in the franchise business model;

•risks associated with litigation against us or our franchisees;

•our ability to successfully advertise and market our business;

•risks associated with changes in customer preferences, perceptions and ~~perceptions;~~eating habits;

•risks associated with the geographic concentration of our business;

•the impact on our business from a pandemic, epidemic or outbreak, such as COVID-19;

•our ability to comply with laws and government regulations relating to food products and franchising, including increased costs associated with new or changing regulations;

•our ability to maintain adequate insurance coverage for our business;

•risks associated with damage to our reputation or lack of acceptance of our brand in existing or new markets;

•risks associated with our expansion into international markets and foreign government restrictions on operations;

•our ability to comply with the terms of our securitized debt financing and generate sufficient cash flows to satisfy our significant debt service obligations thereunder;

•our ability to attract and retain our executive officers and other key employees; and

•our ability to protect our intellectual property, including trademarks and trade secrets.

The above list of factors is not exhaustive. Some of these and other factors are discussed in more detail under “Risk Factors” in our Annual Report. When considering forward-looking statements in this report or that we make in other reports or statements, you should keep in mind the cautionary statements in this report and future reports we file with the SEC. Any forward-looking statements made in this report speak only as of the date of the report, unless specified otherwise. New risks and uncertainties arise from time to time, and we cannot predict when they may arise or how they may affect us. Except as required by law, we assume no obligation to update or revise any forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, even if new information becomes available in the future.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

Commodity Price Risk. We are exposed to market risks from changes in commodity prices. Many of the food products purchased by us are affected by weather, production, availability and other factors outside our ~~control.~~control, including inflation as compared to the prior year period. Although we attempt to minimize the effect of price volatility by negotiating fixed price contracts for the supply of key ingredients, there are no established fixed price markets for fresh bone-in chicken wings, so we are subject to prevailing market conditions. Bone-in chicken wings accounted for approximately ~~27.9%~~16.2% and ~~34.8%~~30.3% of our company-owned restaurant cost of sales during the ~~twenty-six~~thirteen weeks ended ~~June 25,~~April 1, 2023 and March 26, 2022, ~~and June 26, 2021,~~ respectively. A hypothetical 10% increase in the bone-in chicken wing costs would have increased costs of sales by approximately ~~$0.9~~$0.3 million during the ~~twenty-six~~thirteen weeks ended ~~June 25, 2022.~~April 1, 2023. We do not engage in speculative financial transactions nor do we hold or issue financial instruments for trading purposes.

Interest Rate Risk. Our long-term debt, including current portion, consisted entirely of the ~~$727.6~~$722.8 million incurred under the ~~2022~~2020 Class A-2 Notes and ~~2020~~the 2022 Notes as of ~~June 25, 2022~~April 1, 2023 (excluding unamortized debt issuance costs). The Company’s predominantly fixed-rate debt structure has reduced its exposure to interest rate increases that could adversely affect its earnings and cash flows, but the Company remains exposed to changes in market interest rates reflected in the fair value of the debt and to the risk that the Company may need to refinance maturing debt with new debt at a higher rate. The Company is exposed to interest rate increases under the 2022 Variable Funding Notes; however, the Company had no outstanding borrowings under its 2022 Variable Funding Notes as of ~~June 25, 2022.~~April 1, 2023.

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Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of ~~June 25, 2022,~~April 1, 2023, pursuant to Rule 13a-15 under the Exchange Act. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of ~~June 25, 2022,~~April 1, 2023, our disclosure controls and procedures are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

~~From time to time we may be~~We are currently involved in various claims and legal actions that arise in the ordinary course of ~~business. To our knowledge, there~~business, including claims and actions resulting from employment-related and franchise-related matters. None of these matters, some of which are nocovered by insurance, has had a material effect on us, and, as of the date of this report, we are not party to any pending legal proceedings ~~to which~~that we ~~are~~believe would have a ~~party~~material adverse effect on our business, financial condition, results of operations or cash flows.However, a significant increase in the number of ~~which any~~these claims or an increase in amounts owing under successful claims could materially and adversely affect our business, financial condition, results of ~~our property is the subject.~~operations or cash flows.

Item 1A. Risk Factors

A description of the risk factors associated with our business is contained in the “Risk Factors” section of our Annual Report.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

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Item 6. Exhibits

Index to Exhibits


Exhibit No.			Description
3.1			Amended and Restated Certificate of Incorporation of Wingstop Inc., as amended through June 15, 2020, filed as Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 27, 2020 (File No. 001-37425) and incorporated by reference herein.
3.2			Amended and Restated Bylaws of Wingstop Inc., effective as of December 1, 2022, filed as Exhibit ~~3.2~~3.1 to the Company’s ~~Annual Report on Form 10-K (File No. 001-37425) for the fiscal year ended December 30, 2017 and incorporated herein by reference.~~




~~10.1~~			~~Offer Letter between Wingstop Inc. and Michael J. Skipworth, dated April 25, 2022, filed as Exhibit 10.1 to the Company’s~~ Current Report on Form 8-K ~~(File~~(File No. 001-37425) on ~~April 29,~~December 2, 2022 and incorporated ~~herein~~ by ~~reference.~~reference herein
~~10.2~~			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. 001-37425) on May 27, 2022 and incorporated herein by reference..
~~10.3~~			Form of Wingstop Inc. Executive Severance Plan Participation Agreement, filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-37425) on May 27, 2022 and incorporated herein by reference.
31.1*			Certification of Principal Executive Officer under Section 302 of the Sarbanes–Oxley Act of 2002.
31.2*			Certification of Principal Financial Officer under Section 302 of the Sarbanes–Oxley Act of 2002.
32.1**			Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes–Oxley Act of 2002.
32.2**			Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes–Oxley Act of 2002.
101 INS*			Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101 SCH*			Inline XBRL Taxonomy Extension Schema Document
101 CAL*			Inline XBRL Taxonomy Extension Calculation Linkbase Document
101 DEF*			Inline XBRL Taxonomy Extension Definition Linkbase Document
101 LAB*			Inline XBRL Taxonomy Extension Label Linkbase Document
101 PRE*			Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*			Cover Page Interactive Data File (formatted as Inline XBRL and Contained in Exhibit 101)

* Filed herewith.

** Furnished, not filed.

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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.

(Registrant)

Date:

~~July 28, 2022~~May 3, 2023

By:

/s/ Michael J. Skipworth

President and Chief Executive Officer

(Principal Executive Officer)

Date:

~~July 28, 2022~~May 3, 2023

By:

/s/ Alex R. Kaleida

Chief Financial Officer

(Principal Financial and Accounting Officer)

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