8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 15, 2022

WINGSTOP INC.

(Exact name of registrant as specified in its charter)

Delaware	001-37425	47-3494862
(State or other jurisdiction of incorporation or organization)	Commission File Number	(IRS Employer Identification No.)
15505 Wright Brothers Drive
Addison, Texas		75001
(Address of principal executive offices)		(Zip Code)

(972) 686-6500

(Registrant’s telephone number, including area code)

N/A

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

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

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	WING	NASDAQ Global Select Market

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

Emerging growth company ☐

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

Item 2.02. Results of Operations and Financial Condition

The following information is furnished pursuant to Item 2.02, “Results of Operations and Financial Condition.” Consequently, it shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), except as shall be expressly set forth by specific reference in such filing.

On February 16, 2022, Wingstop Inc. (the “Company,” “we,” “our,” or “us”) issued a press release reporting the Company’s financial results for its fiscal fourth quarter ended December 25, 2021. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein in its entirety. The press release uses the U.S. generally accepted accounting principles (“GAAP”) measures of net income and earnings per diluted share and the following non-GAAP financial measures: EBITDA, adjusted EBITDA, adjusted net income, and adjusted earnings per diluted share. A discussion of these non-GAAP financial measures, including a discussion of the usefulness and purpose of each measure, is included below.

EBITDA and Adjusted EBITDA. EBITDA and adjusted EBITDA are supplemental measures of our performance that are not required by, or presented in accordance with, GAAP. EBITDA and Adjusted EBITDA are not measurements of our financial performance under GAAP and should not be considered as alternatives to net income or any other performance measure derived in accordance with GAAP, or as alternatives to cash flows from operating activities as a measure of our liquidity.

We define “EBITDA” as net income before interest expense, net, income tax expense (benefit), and depreciation and amortization. We define “Adjusted EBITDA” as EBITDA further adjusted for losses on debt extinguishment and refinancing 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. We present EBITDA and Adjusted EBITDA because we consider them to be important supplemental measures of our performance and believe they are frequently used by securities analysts, investors, and other interested parties in the evaluation of companies in our industry. Management believes that investors’ understanding of our performance is enhanced by including these non-GAAP financial measures as a reasonable basis for comparing our ongoing results of operations. Many investors are interested in understanding the performance of our business by comparing our results from ongoing operations on a period-over-period basis and would ordinarily add back non-cash expenses such as depreciation and amortization, as well as items that are not part of normal day-to-day operations of our business.

Management uses EBITDA and Adjusted EBITDA:

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

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

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

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

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

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

•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 and other limitations, EBITDA and Adjusted EBITDA should not be considered as measures of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our GAAP results and using these non-GAAP measures only supplementally. As noted in the press release attached hereto as Exhibit 99.1, Adjusted EBITDA includes adjustments for losses on debt extinguishment and refinancing 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 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.

Adjusted Net Income and Adjusted Earnings Per Diluted Share. Adjusted net income represents net income adjusted for losses on debt extinguishment and refinancing 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 that management believes are not indicative of the Company’s core operating results or business outlook over the long-term. However, it is reasonable to assume that transaction costs may occur in future periods. Adjusted earnings per diluted share is defined as adjusted net income divided by weighted average diluted share count. 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 diluted 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. 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.

We caution investors that amounts presented in accordance with our definitions may not be comparable to similar measures disclosed by our competitors because not all companies and analysts calculate certain non-GAAP measures in the same manner.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On February 15, 2022, the Company’s Board of Directors (the “Board”) appointed Alex Kaleida, the Company’s Chief Financial Officer and Senior Vice President, as Principal Accounting Officer, effective immediately. Mr. Kaleida succeeds Michael Skipworth in that role.

Mr. Kaleida, age 44, has served as the Company’s Chief Financial Officer and Senior Vice President since August 27, 2021 and, prior to that, served as Vice President, FP&A since March 2019, where his responsibilities grew over time to include leading and overseeing FP&A, Internal Audit and Investor Relations. Prior to joining the Company, he served in various finance and strategic leadership positions with increasing responsibility at The Wendy’s Company from January 2014 until March 2019, where he was promoted to Senior Director, Corporate FP&A and Operations Finance reporting to the CFO. Prior to his time at The Wendy’s Company, he served in various positions at H.J. Heinz Company, where his responsibilities ranged from accounting to finance leadership roles across North American consumer products and food service business units as well as global strategy.

The appointment will not result in a change to Mr. Kaleida’s previously reported compensation.

Item 8.01. Other Events

Quarterly Dividend

On February 15, 2022, the Board declared a quarterly cash dividend of $0.17 per share of common stock. The dividend is payable on March 25, 2022 to stockholders of record as of the close of business on March 11, 2022. The declaration of any future dividends is subject to the Board’s discretion.

Item 9.01. Financial Statements and Exhibits

(d)	Exhibits
99.1	Press release, dated February 16, 2022 (furnished pursuant to Item 2.02)
104	Cover Page Interactive Data File (embedded within the Inline XBRL Document)

Signatures

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

			Wingstop Inc.
Date:	February 16, 2022	By:	/s/ Alex R. Kaleida
			Chief Financial Officer (Principal Financial and Accounting Officer)

EX-99.1

FOR IMMEDIATE RELEASE

Wingstop Inc. Reports Fiscal Fourth Quarter Financial Results

Fueled by investments in technology, brand delivers 18th consecutive year of same store sales growth and another record year of new restaurant development

Dallas, February 16, 2022 - (PR NEWSWIRE) - Wingstop Inc. (NASDAQ: WING) today announced financial results for the fiscal fourth quarter ended December 25, 2021.

Highlights for the fiscal fourth quarter 2021 compared to the fiscal fourth quarter 2020:

▪58 net new openings in the fiscal fourth quarter 2021

▪Domestic same store sales increased 7.5%

▪Two-year domestic same store sales increased 25.7%

▪Domestic average unit volume (“AUV”) increased to approximately $1.6 million

▪System-wide sales increased 19.8% to $601.9 million

▪Digital sales were 61.3% of sales, comparable to the prior fiscal fourth quarter

▪Total revenue increased 13.8% to $72.0 million

▪Net income increased to $6.9 million, or $0.23 per diluted share, compared to net loss of $6.4 million, or a loss of $0.21 per diluted share in the prior fiscal fourth quarter

▪Adjusted EBITDA, a non-GAAP measure, was $20.2 million (inclusive of a $1.2 million accrual adjustment in the fourth quarter of fiscal year 2021 for incentive compensation driven by outperformance), an increase of 24.5%

Highlights for the fiscal year 2021 compared to the fiscal year 2020:

▪System-wide restaurant count increased 12.5% to 1,731 worldwide locations with 193 net openings

▪System-wide sales increased 20.2% to $2.3 billion

▪Domestic same store sales increased 8.0%

▪Two-year domestic same store sales increased 29.4%

▪Total revenue increased 13.5% to $282.5 million

▪Net income increased to $42.7 million, or $1.42 per diluted share, compared to $23.3 million, or $0.78 per diluted share, in the prior fiscal year

▪Adjusted EBITDA, a non-GAAP measure, increased 23.0% to $88.4 million

EBITDA, adjusted EBITDA, adjusted net income, and adjusted earnings per diluted share are non-GAAP measures. Reconciliations of EBITDA, adjusted EBITDA, adjusted net income, and adjusted earnings per diluted share to the most directly comparable financial measure presented in accordance with accounting principles generally accepted in the United States ("GAAP") are set forth in the schedule accompanying this release. See “Non-GAAP Financial Measures.”

“Our fourth quarter and full year results reflect continued momentum in our brand, despite the challenging operating environment.Our Brand Partners understand the strength and resiliency of our simple operating model and are increasing new unit investments based on the sustaining topline growth and in anticipation of improving bottom-line

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performance” said Charlie Morrison, Chairman and Chief Executive Officer. “Wingstop reached new highs with domestic AUVs of $1.6 million and the opening of 193 global net new restaurants. Our 8.0% same store sales growth for 2021, or 29.4% on a two-year basis, marked our industry-leading 18th consecutive year of positive same store sales growth. We believe that our proactive investments in technology, combined with our talented team have positioned the brand for continued long-term growth. 2022 is starting with a record development pipeline. We believe our engine for growth will accelerate our progress towards becoming a Top 10 Global Restaurant Brand.”

Key operating metrics for the fiscal fourth quarter 2021 compared to the fiscal fourth quarter 2020:

	Thirteen Weeks Ended
	December 25, 2021			December 26, 2020
Number of system-wide restaurants open at end of period	1,731			1,538
Number of domestic franchise restaurants open at end of period	1,498			1,327
Number of international franchise restaurants open at end of period	197			179
System-wide sales (in millions)	$	602		$	502
Domestic AUV (in thousands)	$	1,592		$	1,489
Domestic same store sales growth	7.5		%	18.2		%
Company-owned domestic same store sales growth	5.3		%	10.4		%
Net income (loss) (in thousands)	$	6,896		$	(6,410)
Adjusted net income (in thousands)	$	7,272		$	5,256
Adjusted EBITDA (in thousands)	$	20,198		$	16,228

Fiscal fourth quarter 2021 financial results

Total revenue for the fiscal fourth quarter 2021 increased to $72.0 million from $63.3 million in the fiscal fourth quarter last year.

•Royalty revenue, franchise fees and other increased $5.1 million primarily due to domestic same store sales growth of 7.5%, as well as 189 net franchise restaurant openings since December 26, 2020.

•Advertising fees increased $2.5 million due to the 19.8% increase in system-wide sales in the fiscal quarter ended December 25, 2021 compared to the fiscal quarter ended December 26, 2020.

•Company-owned restaurant sales increased $1.1 million primarily due to company-owned same store sales growth of 5.3%, which was driven by an increase in average ticket.

Cost of sales (excluding pre-opening expenses) increased to $14.4 million from $12.2 million in the fiscal fourth quarter of the prior year. As a percentage of company-owned restaurant sales, Cost of sales increased to 84.7% from 76.7% in the fiscal fourth quarter of the prior year. The increase was primarily due to a 27.5% increase in the cost of bone-in chicken wings as compared to the prior year period. Further, a competitive labor market resulted in increases in company-owned restaurant wages, as well as short-term incentive pay and hiring and training costs during the fiscal fourth quarter 2021. Increases in cost of sales were partially offset by menu price increases.

Selling, general & administrative (“SG&A”) decreased $0.9 million to $18.0 million from $18.9 million in the fiscal fourth quarter of the prior year. The change in SG&A was primarily due to a decrease of $1.3 million related to COVID-19 costs and support provided to international franchisees compared to the fiscal fourth quarter of the prior year, as well as a $0.9 million decrease in consulting expenses to support our strategic initiatives. These decreases were partially offset by an increase in headcount-related expenses of $1.4 million to support the growth in our business, as well as increased travel expenses in the fiscal fourth quarter. Also included in SG&A in the fourth fiscal quarter is increased variable based compensation in recognition of our outperformance in fiscal year 2021.

Interest expense, net was $3.8 million in the fiscal fourth quarter of 2021, a decrease of approximately $0.3 million, or 6.6%, compared to $4.0 million in the fiscal fourth quarter of the prior year. The decrease was due to the

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refinancing of our securitized financing facility on October 30, 2020, which increased our outstanding debt by $162.4 million and reduced our interest rate from 4.97% to 2.84%.

Net income was $6.9 million, or $0.23 per diluted share, compared to net loss of $6.4 million, or a loss of $0.21 per diluted share, in the fiscal fourth quarter of the prior year.

Adjusted net income and adjusted earnings per diluted share were $7.3 million, or $0.24 per diluted share, respectively, compared to $5.3 million, or $0.18 per diluted share, respectively, in the fiscal fourth quarter of the prior year. Reconciliations between net income and the non-GAAP measure of adjusted net income and between earnings per diluted share and the non-GAAP measure of adjusted earnings per diluted share are included in the accompanying financial schedules.

Key Operating Metrics for the fiscal year 2021 compared to the fiscal year 2020:

	Fiscal Year Ended
	December 25, 2021			December 26, 2020
Number of system-wide restaurants open at end of period	1,731			1,538
Number of domestic franchise restaurants open at end of period	1,498			1,327
Number of international franchise restaurants open at end of period	197			179
System-wide sales (in millions)	$	2,345		$	1,951
Domestic AUV (in thousands)	$	1,592		$	1,489
Domestic same store sales growth	8.0		%	21.4		%
Company-owned domestic same store sales growth	3.4		%	14.2		%
Net income (in thousands)	$	42,658		$	23,306
Adjusted net income (in thousands)	$	40,323		$	32,500
Adjusted EBITDA (in thousands)	$	88,393		$	71,882

Fiscal year 2021 financial results

Total revenue for fiscal year 2021 increased 13.5% to $282.5 million from $248.8 million in the prior fiscal year. The increase was primarily due to increases in royalty revenue and advertising fees resulting from domestic same store sales growth of 8.0% as well as 189 net franchise restaurant openings since December 26, 2020.

Company-owned restaurant sales increased $5.3 million primarily due to the opening of seven new company-owned restaurants since December 26, 2020, resulting in additional sales of $2.7 million. Also contributing to the increase was company-owned same store sales growth of 3.4% compared to the prior fiscal year, which was driven by an increase in average ticket.

Cost of sales (excluding pre-opening expenses) increased to $56.9 million from $48.6 million in the prior fiscal year. As a percentage of company-owned restaurant sales, Cost of sales increased to 81.0% from 74.7% in the prior fiscal year. The increase was primarily due to a 40.9% increase in the cost of bone-in chicken wings, representing record-high wing inflation as compared to the prior fiscal year.

Net income was $42.7 million, or $1.42 per diluted share, compared to Net income of $23.3 million, or $0.78 per diluted share in the prior fiscal year.

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Change in Presentation

Beginning in the fiscal first quarter 2021, we have reclassified headcount-related expenses that support our national advertising fund to Advertising expenses on the Consolidated Statements of Operations. These expenses were previously presented within SG&A and totaled $2.6 million and $2.0 million for the thirteen weeks ended December 25, 2021 and December 26, 2020, respectively. Prior period amounts have been reclassified to conform to the current presentation. This reclassification had no impact on operating income, the consolidated balance sheets, or statements of cash flows.

Financial Outlook

The Company is reaffirming its three- to five-year outlook of mid-single digit domestic same store sales growth. Additionally, the Company expects the following for 2022, which is a 53-week fiscal year:

•Approximately 200 net new units;

•SG&A of between $73.0 - $76.0 million;

•Stock-based compensation expense of between $12.0 - $13.0 million; and

•Depreciation and amortization of between $10.5 - $11.5 million.

Restaurant Development

As of December 25, 2021, there were 1,731 Wingstop restaurants system-wide. This included 1,534 restaurants in the United States, of which 1,498 were franchised restaurants and 36 were company-owned, and 197 franchised restaurants were in international markets. During the fiscal fourth quarter 2021, there were 58 net system-wide Wingstop restaurant openings.

Quarterly Dividend

In recognition of the Company’s strong cash flow generation and our commitment to returning value to stockholders, on February 15, 2022, our board of directors authorized and declared a quarterly dividend of $0.17 per share of common stock, resulting in a total dividend of approximately $5.1 million. This dividend will be paid on March 25, 2022 to stockholders of record as of March 11, 2022.

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

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 company-owned and franchised restaurant economics. Changes in domestic AUV are primarily driven by increases in same store sales and are also influenced by opening new restaurants.

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

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

Adjusted EBITDA is defined as net income before interest expense, net, income tax expense (benefit), and depreciation and amortization (EBITDA), further adjusted for losses on debt extinguishment and refinancing

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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.

Adjusted net income is defined as net income adjusted for losses on debt extinguishment and refinancing 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 that management believes are not indicative of the Company’s core operating results or business outlook over the long-term.

Adjusted earnings per diluted share is defined as adjusted net income divided by weighted average diluted share count.

We caution investors that amounts presented in accordance with our definitions above may not be comparable to similar measures disclosed by our competitors because not all companies and analysts calculate certain non-GAAP measurements in the same manner.

Conference Call and Webcast

The Company will host a conference call today to discuss the fiscal fourth quarter 2021 financial results at 10:00 AM Eastern Time. The conference call can be joined telephonically by dialing 1-877-259-5243 or 1-412-317-5176 (international) and asking for the Wingstop conference call. A replay will be available two hours after the call and can be accessed by dialing 1-877-344-7529 or 1-412-317-0088 (international) and entering the passcode 4591091. The replay will be available through Wednesday, February 23, 2022.

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

About Wingstop

Founded in 1994 and headquartered in Dallas, TX, Wingstop Inc. (NASDAQ: WING) operates and franchises more than 1,700 locations worldwide. The Wing Experts are dedicated to Serving the World Flavor through an unparalleled guest experience and use of a best-in-class technology platform, all while offering classic and boneless wings, tenders, and Thigh Bites, always cooked to order and hand sauced-and-tossed in fans’ choice of 11 bold, distinctive flavors. Wingstop’s menu also features signature sides including fresh-cut, seasoned fries and freshly-made ranch and bleu cheese dips.

In fiscal year 2021, Wingstop’s system-wide sales increased 20.2% to approximately $2.3 billion, marking the 18th consecutive year of same store sales growth, and Wingstop achieved approximately 900% total stockholder return since its 2015 initial public offering. With a vision of becoming a Top 10 Global Restaurant Brand, its system is comprised of independent franchisees, or brand partners, who account for approximately 98% of Wingstop’s total restaurant count of 1,731 as of December 25, 2021. During the fiscal quarter ended December 25, 2021, Wingstop generated 61.3% of sales via digital channels including Wingstop.com and the Wingstop app. Over the next three years, Wingstop intends to increase digital sales through continued investments in its technology platform and scaling its platform globally.

A key to this business success and consumer fandom stems from The Wingstop Way, which includes a core value system of being Authentic, Entrepreneurial, Service-minded, and Fun. The Wingstop Way extends to the brand’s environmental, social and governance platform as Wingstop seeks to provide value to all stakeholders.

Rounding out a strong year in 2021, the Company was ranked #1 on Technomic 500’s “Fastest Growing Franchise” and #22 on Entrepreneur Magazine’s “Franchise 500,” maintained its certification as a Great Place to Work, and was named as a finalist for The Innovation SABRE Award’s Best New Product/Brand Launch category for its Thighstop campaign.

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

Non-GAAP Financial Measures

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

Forward-looking Statements

This news release 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, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, 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 be identified by the use of forward-looking terminology, including the terms “may,” “will,” “should,” “expect,” “intend,” “plan,” “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. Examples of forward-looking statements in this news release include, but are not limited to, our 2021 fiscal year outlook for domestic same store sales growth, SG&A expenses, and unit growth, as well as statements regarding our progress toward our goal of becoming a Top 10 Global Restaurant Brand. 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.

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

When considering forward-looking statements in this news release or that we make in other reports or statements, you should keep in mind the cautionary statements in this news release and future reports we file with the SEC. New risks and uncertainties arise from time to time, and we cannot predict when they may arise or how they may affect us. Any forward-looking statement in this news release speaks only as of the date on which it was made. Except as required by law, we assume no obligation to update or revise any forward-looking statements for any

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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.

Media Contact

Megan Sprague

972-331-9155

Media@wingstop.com

Investor Contacts

Susana Arevalo and Skyler Ray

972-331-8484

IR@wingstop.com

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WINGSTOP INC. AND SUBSIDIARIES

Consolidated Balance Sheets

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

	December 25, 2021		December 26, 2020
Assets
Current assets
Cash and cash equivalents	$	48,583	$	40,858
Restricted cash	3,448		4,815
Accounts receivable, net	6,993		4,929
Prepaid expenses and other current assets	4,928		5,532
Advertising fund assets, restricted	6,197		16,486
Total current assets	70,149		72,620
Property and equipment, net	54,503		27,948
Goodwill	56,877		53,690
Trademarks	32,700		32,700
Customer relationships, net	10,302		11,600
Other non-current assets	24,672		13,007
Total assets	$	249,203	$	211,565
Liabilities and stockholders' deficit
Current liabilities
Accounts payable	$	5,414	$	3,658
Other current liabilities	28,070		26,729
Current portion of debt	—		3,600
Advertising fund liabilities	6,197		16,486
Total current liabilities	39,681		50,473
Long-term debt, net	469,394		466,933
Deferred revenues, net of current	28,024		24,962
Deferred income tax liabilities, net	7,432		4,480
Other non-current liabilities	14,197		6,027
Total liabilities	558,728		552,875
Commitments and contingencies
Stockholders' deficit
Common stock, $0.01 par value; 100,000,000 shares authorized; 29,837,454 and 29,687,123 shares issued and outstanding as of December 25, 2021 and December 26, 2020, respectively	299		297
Additional paid-in-capital	463		421
Retained deficit	(310,031)		(342,028)
Accumulated other comprehensive loss	(256)		—
Total stockholders' deficit	(309,525)		(341,310)
Total liabilities and stockholders' deficit	$	249,203	$	211,565

8

WINGSTOP INC. AND SUBSIDIARIES

Consolidated Statements of Operations

(amounts in thousands, except per share data)

	Thirteen Weeks Ended				Year Ended
	December 25, 2021		December 26, 2020		December 25, 2021		December 26, 2020
	(Unaudited)		(Unaudited)
Revenue:
Royalty revenue, franchise fees and other	$	33,106	$	28,020	$	130,676	$	108,883
Advertising fees	21,857		19,340		81,529		74,930
Company-owned restaurant sales	17,065		15,922		70,297		64,998
Total revenue	72,028		63,282		282,502		248,811
Costs and expenses:
Cost of sales (1)	14,724		12,216		57,416		48,583
Advertising expenses	22,429		19,669		83,989		77,329
Selling, general and administrative	18,023		18,929		62,895		61,084
Depreciation and amortization	2,564		2,231		7,943		7,518
(Gain) on sale of restaurants and other expenses, net	70		156		(3,497)		(3,093)
Total costs and expenses	57,810		53,201		208,746		191,421
Operating income	14,218		10,081		73,756		57,390
Interest expense, net	3,754		4,018		14,984		16,782
Loss on debt extinguishment and refinancing transactions	—		13,665		—		13,665
Other income	(113)		—		(135)		—
Income (loss) before income tax expense	10,577		(7,602)		58,907		26,943
Income tax expense (benefit)	3,681		(1,192)		16,249		3,637
Net income (loss)	$	6,896	$	(6,410)	$	42,658	$	23,306
Earnings (loss) per share
Basic	$	0.23	$	(0.22)	$	1.43	$	0.79
Diluted	$	0.23	$	(0.21)	$	1.42	$	0.78
Weighted average shares outstanding
Basic	29,831		29,686		29,769		29,601
Diluted	29,970		29,845		29,944		29,804
Dividends per share	$	0.17	$	5.14	$	0.62	$	5.50

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

9

WINGSTOP INC. AND SUBSIDIARIES

Unaudited Supplemental Information

Cost of Sales Margin Analysis

(amounts in thousands)

	Thirteen Weeks Ended
	December 25, 2021				December 26, 2020
	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	$	7,816	45.8	%	$	6,218	39.1	%
Labor costs	4,250		24.9	%	3,645		22.9	%
Other restaurant operating expenses	2,753		16.1	%	2,655		16.7	%
Vendor rebates	(371)		(2.2)	%	(304)		(1.9)	%
Total cost of sales (excluding pre-opening expenses)	14,448		84.7	%	12,214		76.7	%
Pre-opening expenses	276		1.6	%	2		—	%
Total cost of sales	14,724		86.3	%	12,216		76.7	%

	Fiscal Year Ended
	December 25, 2021				December 26, 2020
	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	$	31,496	44.8	%	$	23,303	35.9	%
Labor costs	16,022		22.8	%	15,801		24.3	%
Other restaurant operating expenses	10,973		15.6	%	10,806		16.6	%
Vendor rebates	(1,559)		(2.2)	%	(1,342)		(2.1)	%
Total cost of sales (excluding pre-opening expenses)	56,932		81.0	%	48,568		74.7	%
Pre-opening expenses	484		0.7	%	15		—	%
Total cost of sales	$	57,416	81.7	%	$	48,583	74.7	%

10

WINGSTOP INC. AND SUBSIDIARIES

Unaudited Supplemental Information

Restaurant Count

	Thirteen Weeks Ended		Fiscal Year Ended
	December 25, 2021	December 26, 2020	December 25, 2021	December 26, 2020
Domestic Franchised Activity:
Beginning of period	1,461	1,277	1,327	1,200
Openings	38	52	170	131
Closures	(1)	(1)	(2)	(5)
Acquired by Company	—	(1)	(3)	(6)
Re-franchised by Company	—	—	6	7
Restaurants end of period	1,498	1,327	1,498	1,327
Domestic Company-Owned Activity:
Beginning of period	32	31	32	31
Openings	4	—	7	2
Closures	—	—	—	—
Acquired by Company	—	1	3	6
Re-franchised to franchisees	—	—	(6)	(7)
Restaurants end of period	36	32	36	32
Total Domestic Restaurants	1,534	1,359	1,534	1,359
International Franchised Activity:
Beginning of period	180	171	179	154
Openings	18	8	34	26
Closures	(1)	—	(16)	(1)
Restaurants end of period	197	179	197	179
Total System-wide Restaurants	1,731	1,538	1,731	1,538

11

WINGSTOP INC. AND SUBSIDIARIES

Non-GAAP Financial Measures - EBITDA and Adjusted EBITDA

(Unaudited)

(amounts in thousands)

	Thirteen Weeks Ended				Fiscal Year Ended
	December 25, 2021		December 26, 2020		December 25, 2021		December 26, 2020
Net income (loss)	$	6,896	$	(6,410)	$	42,658	$	23,306
Interest expense, net	3,754		4,018		14,984		16,782
Income tax expense (benefit)	3,681		(1,192)		16,249		3,637
Depreciation and amortization	2,564		2,231		7,943		7,518
EBITDA	$	16,895	$	(1,353)	$	81,834	$	51,243
Additional adjustments:
Loss on debt extinguishment and refinancing transactions (a)	—		13,816		—		13,816
(Gain) on disposal of assets, net (b)	70		156		(3,497)		(3,093)
Consulting fees (c)	425		1,358		425		1,358
Stock-based compensation expense (d)	2,808		2,251		9,631		8,558
Adjusted EBITDA	$	20,198	$	16,228	$	88,393	$	71,882

(a)     Represents costs and expenses related to the refinancing of our securitized financing facility and payment of a special dividend; all transaction costs are included in Loss on debt extinguishment and refinancing transactions with the exception of $151,000 during the year ended December 26, 2020 that is included in Selling, general and administrative on the Consolidated Statements of Operations.

(b)     Represents a gain resulting from the re-franchise of company-owned restaurants to a franchisee which is included in Gain on sale of restaurants and other expenses, net in the Consolidated Statements of Operations.

(c)     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 Operations.

(d)     Includes non-cash, stock-based compensation.

12

WINGSTOP INC. AND SUBSIDIARIES

Non-GAAP Financial Measures - Adjusted Net Income and Adjusted EPS

(Unaudited)

(amounts in thousands, except per share data)

	Thirteen Weeks Ended				Fiscal Year Ended
	December 25, 2021		December 26, 2020		December 25, 2021		December 26, 2020
Numerator:
Net income	$	6,896	$	(6,410)	$	42,658	$	23,306
Adjustments:
Loss on debt extinguishment and refinancing transactions (a)	—		13,816		—		13,816
(Gain) on disposal of assets, net (b)	70		156		(3,497)		(3,093)
Consulting fees (c)	425		1,358		425		1,358
Tax effect of adjustments (d)	(119)		(3,664)		737		(2,887)
Adjusted net income	$	7,272	$	5,256	$	40,323	$	32,500
Denominator:
Weighted-average shares outstanding - diluted	29,970		29,845		29,944		29,804
Adjusted earnings per diluted share	$	0.24	$	0.18	$	1.35	$	1.09

(a)Represents costs and expenses related to the refinancing of our securitized financing facility and payment of a special dividend; all transaction costs are included in Loss on debt extinguishment and refinancing transactions with the exception of $151,000 during the year ended December 26, 2020 that is included in Selling, general and administrative on the Consolidated Statements of Operations.

(b)Represents a gain resulting from the re-franchise of company-owned restaurants to a franchisee which is included in Gain on sale of restaurants and other expenses, net in the Consolidated Statements of Operations.

(c)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 Operations.

(d)Represents the tax effect of the aforementioned adjustments to reflect corporate income taxes at an assumed effective tax rate of 24% for the periods ended December 25, 2021 and December 26, 2020, which includes provisions for U.S. federal income taxes, and assumes the respective statutory rates for applicable state and local jurisdictions.

13

XML

Document and Entity Information	Feb. 15, 2022
Cover [Abstract]
Document Type	8-K
Document Period End Date	Feb. 15, 2022
Entity Registrant Name	WINGSTOP INC.
Entity Central Index Key	0001636222
Amendment Flag	false
Entity Incorporation, State or Country Code	DE
Entity File Number	001-37425
Entity Tax Identification Number	47-3494862
Entity Address, Address Line One	15505 Wright Brothers Drive
Entity Address, City or Town	Addison
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75001
City Area Code	972
Local Phone Number	686-6500
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	WING
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false