Wendy's International, Inc.
 
 

Current Location: Home > News Releases

July 6, 2008

 
 
June 2, 2008
Triarc / Wendy's
Joint Proxy Statement/Prospectus
on Form S-4

 

April 30, 2008
Triarc / Wendy's Conference Call

 

April 24, 2008
Triarc And Wendy’s Sign Definitive Merger Agreement

 

E-Mail Alert
 

2008 Releases 2007 Releases 2006 Releases

Wendy’s International, Inc. Announces 2007 First-Quarter Results

Total EBITDA from continuing operations increased 85.0% to $57.0 million; EBITDA margins from continuing operations increased 440 basis points

Company-operated restaurant EBITDA margins increased 260
basis points to 8.6%


Company reiterates annual guidance of $330 to $340 million in EBITDA and $1.26 to $1.32 in earnings per share for 2007

Company announces formation of special committee of independent Directors to review strategic options to enhance shareholder value
INVESTOR CONTACTS:
John Barker
(614) 764-3044
john_barker@wendys.com

MEDIA CONTACT:
Denny Lynch
(614) 764-3553
denny_lynch@wendys.com


David Poplar
(614) 764-3547
david_poplar@wendys.com
 

DUBLIN, Ohio (April 25, 2007) – Wendy’s International, Inc. (NYSE: WEN) today announced its financial results for the first quarter 2007.

The Company completed its spinoff of Tim Hortons® in the third quarter of 2006 and completed the sale of Baja Fresh® Mexican Grill during the fourth quarter of 2006. During the fourth quarter of 2006, the Company also approved the prospective sale of Cafe Express. Accordingly, the after-tax operating results of Tim Hortons, Baja Fresh and Cafe Express now appear in the “Discontinued Operations” line on the income statement.

First-quarter highlights

  • Total revenues were $590.2 million in the first quarter of 2007, up 2.0% compared to $578.7 million in the first quarter of 2006.
  • The Company and its franchisees opened a total of 11 new Wendy’s® restaurants during the quarter. The openings consisted of three company-operated restaurants and eight franchise restaurants. Due to closings of underperforming restaurants, the total number of systemwide Wendy’s restaurants at the end of the first quarter in 2007 was lower at 6,658, compared to 6,673 at year-end 2006 and 6,745 at the end of the first quarter in 2006.
  • Same-store sales were up 3.8% for U.S. company-operated restaurants and 3.7% for U.S. franchise restaurants.
  • Earnings before interest, taxes, depreciation and amortization (EBITDA) from continuing operations was $57.0 million in the first quarter of 2007, up 85.0% compared to $30.8 million in the first quarter of 2006. Company EBITDA margins from continuing operations increased 440 basis points compared to one year ago. Company EBITDA margins from continuing operations consist of operating income plus depreciation and amortization divided by revenue. (See “Disclosure regarding non-GAAP financial measures” below).
  • Reported company-operated restaurant EBITDA margins were 8.6% in the first quarter of 2007, compared to 6.0% one year ago. Company-operated restaurant EBITDA margins consist of sales from company-operated restaurants minus cost of sales from company-operated restaurants minus company restaurant operating costs divided by sales from company-operated restaurants. As a result of its 2006 spinoff of Tim Hortons, the Company, in accordance with generally accepted accounting principles (GAAP), now accounts for its 50% share of the joint venture with Tim Hortons under the equity method of accounting, rather than consolidating the results of the joint venture in the Company’s financial statements. Without this change, company-operated restaurant EBITDA margins would have been 8.9% during the first quarter of 2007.

Pretax income from continuing operations was $21.8 million in the first quarter of 2007, compared to a pretax loss from continuing operations of $7.6 million in the first quarter of 2006. The Company reported income from continuing operations of $14.5 million and $0.15 per share in the first quarter of 2007, compared to a loss from continuing operations of $5.9 million and $0.05 per share in the first quarter of 2006.

 “We produced significant improvement in the first quarter as we executed our strategic plan,” said Chief Executive Officer and President Kerrii Anderson. “We continue to revitalize the Wendy’s brand, improve operations and focus on driving sales and profits. Our goal is to build on the 10 consecutive months of positive same-store sales we have produced with innovative new product introductions and effective menu management.”

First-quarter promotional calendar
In January, Wendy’s promoted its new Deluxe Value Meals, featuring a sandwich, small order of fries and a 20-ounce cold drink at a suggested price of $2.99. In February, Wendy’s offered several limited-time sandwiches including the bacon mushroom melt cheeseburger, Mozzarella Lovers’ Bacon Cheeseburger®, bacon Swiss chicken sandwich and bacon Swiss cheeseburger. In March, Wendy’s turned up the heat with its new 4-Alarm Spicy Chicken sandwich.

“The positive impact from new product introductions such as our Deluxe Value Meals and the Three-Tier Combos, as part of our menu management strategy, helped improve our results compared to last year,” Anderson said. “We also made progress executing many other elements of our strategic plan that we anticipate will benefit future quarters.”

First-quarter results
The Company’s first-quarter 2007 reported results from continuing operations include the impact of:

  • Sales – $522.9 million in the first quarter of 2007, compared to $513.4 million in the first quarter of 2006. The year-over-year increase is due primarily to higher same-store sales in U.S. restaurants compared to negative same-store sales a year ago.
  • Franchise revenues – $67.2 million in the first quarter of 2007, compared to $65.2 million in the first quarter of 2006. The year-over-year increase is due primarily to higher same-store sales compared to negative same-store sales a year ago.
  • Cost of sales – $324.1 million in the first quarter of 2007, compared to $329.7 million in the first quarter of 2006, a 2.2% improvement as a percentage of sales. The year-over-year improvement is due to positive same-store sales, lower commodity costs, particularly beef, as well as a favorable change in product mix toward higher-margin products and better food cost management.
  • Company restaurant operating costs – $152.4 million, or 29.1% of sales, in the first quarter of 2007, compared to $149.9 million, or 29.2% of sales, in the first quarter of 2006. The year-over-year improvement is due primarily to leverage from positive same-store sales, partially offset by some cost increases. The previously mentioned change in accounting for the joint venture with Tim Hortons resulted in a 0.2% increase in company restaurant operating costs during the first quarter of 2007.
  • Operating costs – $3.9 million in the first quarter of 2007, compared to $19.8 million in the first quarter of 2006. The year-over-year improvement is due primarily to $15 million in incremental pretax advertising expense for Wendy’s  in the first quarter of 2006 that did not recur in 2007.
  • General and administrative expense – $50.8 million, or 8.6% of revenue, in the first quarter of 2007, compared to $55.3 million, or 9.6% of revenue, in the first quarter of 2006. The year-over-year improvement is due primarily to lower salaries and benefits as a result of the elimination of 355 full-time positions in 2006, in addition to reduced consulting and professional services expenses. Partly offsetting these reductions were higher stock compensation expense and a higher accrual for performance-based incentive payments, as the Company expects to pay bonuses commensurate with improved operating results in 2007.
  • Other (income) expense – $2.3 million of expense in the first quarter of 2007, compared to $6.6 million of income in the first quarter of 2006. The year-over-year change is due primarily to approximately $3 million in incremental store closure charges in the first quarter of 2007 and the absence of approximately $4 million in asset gains on the sale of Wendy’s properties in the first quarter of 2006 that did not recur in the first quarter of 2007.
  • Interest – $6.8 million of net interest expense in the first quarter of 2007, compared to $7.0 million of net interest expense in the first quarter of 2006.
  • Taxes – The Company’s effective tax rate was 33.5% in the first quarter of 2007. Taxes benefited EPS in 2006, as the Company reported a net loss.
  • Shares outstanding – A lower share count (95.7 million average shares in the first quarter of 2007 compared to 114.7 million average shares in the first quarter of 2006).
  • Joint venture with Tim Hortons – The previously mentioned change in accounting for the Company’s joint venture with Tim Hortons resulted in an overall reduction to first-quarter 2007 operating income of $1.8 million compared to the first quarter 2006.

Company announces formation of special committee of independent Directors to review strategic options to enhance shareholder value
The Company announced today that its Board of Directors, acting unanimously, has formed a special committee of independent directors to investigate all strategic options for Wendy’s.

These options, among other things, may include revisions to the Company’s strategic plan, changes to its capital structure, a possible sale, merger or other business combination. The committee will be led by Chairman of the Board James V. Pickett.

“The Company has made progress executing its strategic plan,” said Pickett.  “The Board’s formation of the special committee is a positive step in Wendy’s continuing efforts to further enhance value for its shareholders, franchisees and other stakeholders.”

The Company does not intend to provide periodic updates regarding the special committee’s actions, but will report specific developments as circumstances warrant. There is no assurance that the process will result in any changes to the Company’s current plans. Certain strategic alternatives could affect the Company’s earnings guidance.

 “There is no specific timeframe to complete the review and there are no constraints on options to be explored by the committee,” said Pickett. “A number of stakeholders have offered suggestions about strategies to improve performance and create additional value. The special committee will review strategic options while management continues to focus on executing Wendy’s current strategic plan to revitalize the brand and improve results at every restaurant in the system.”
 
Company repurchased 9.0 million shares in the first quarter
      During the quarter, the Company announced the conclusion of its accelerated share repurchase (ASR) transaction. The Company repurchased 9.0 million shares in the transaction at an initial purchase price of $31.33 per share. The repurchased shares in the ASR are subject to a future contingent-purchase price adjustment expected to be settled in the second or third quarter of 2007.

Including all repurchase activity to date, 4.0 million shares currently remain under the Board of Directors’ authorization, which is also the amount remaining under the Internal Revenue Service ruling related to the tax-free spin-off of Tim Hortons in September 2006.

Management reiterates 2007 EPS guidance of $1.26 to $1.32
As previously stated on March 20, management expects its 2007 full-year EPS to be in a range of $1.26 to $1.32. The Company also confirmed that its 2007 full-year guidance for EBITDA remains unchanged at $330 million to $340 million. As noted above, certain strategic initiatives could affect guidance.

The Company expects rising commodity prices, driven by demand for ethanol, will result in higher-than-expected food costs for the balance of the year, specifically, produce and chicken.

“We are working on many initiatives to offset rising costs, as we focus on improving margins at every restaurant in the Wendy’s system,” Anderson said. “We are confident our initiatives to drive sales, reduce store-level management labor and improve service times will result in profit growth in the second half.”

Board approves 117th consecutive dividend
The Board of Directors approved a quarterly dividend of 12.5 cents per share, payable May 21 to shareholders of record as of May 7. The dividend payment will represent the Company’s 117th consecutive dividend.

Company to host annual meeting and first-quarter conference call
      The Company’s Annual Meeting of Shareholders is set for 9:00 a.m. ET tomorrow, April 26, 2007. The meeting will be held at the Company’s corporate office in Dublin, Ohio, and will be webcast on www.wendys-invest.com.  
      The Company will hold a conference call and webcast to discuss the Company’s first quarter results at 1 p.m. ET tomorrow. The dial-in number is (877) 572-6014 (U.S. and Canada) or (706) 679-4852 (International).
      A simultaneous webcast of the conference call will also be available at www.wendys-invest.com. The call will also be archived at that site.

Disclosure regarding non-GAAP financial measures
EBITDA is used by management as a performance measure for benchmarking against its peers and competitors. The Company believes EBITDA is useful to investors because it is frequently used by securities analysts, investors and other interested parties to evaluate companies in the restaurant industry. EBITDA is not a recognized term under GAAP.

The following is a reconciliation of 2007 estimated operating income to 2007 estimated EBITDA:

2007 estimated operating income:                             $215 million to $225 million
2007 estimated depreciation and amortization:         $115 million
2007 estimated EBITDA:                                            $330 million to $340 million

The following is a reconciliation of 2007 first-quarter operating income to 2007 first-quarter EBITDA:

2007 1Q operating income:                                        $28.6 million
2007 1Q depreciation and amortization:                    $28.4 million
2007 1Q EBITDA:                                                       $57.0 million

The following is a reconciliation of 2006 first-quarter operating loss to 2006 first-quarter EBITDA:

2006 1Q operating loss:                                                       ($  0.6 million)
2006 1Q depreciation and amortization:                                $31.4 million
2006 1Q EBITDA:                                                                   $30.8 million

Safe Harbor statement
Certain information in this news release, particularly information regarding future economic performance and finances, and plans, expectations and objectives of management, is forward looking.  Factors set forth in our Safe Harbor under the Private Securities Litigation Reform Act of 1995, in addition to other possible factors not listed, could affect the Company's actual results and cause such results to differ materially from those expressed in forward-looking statements.  Please review the Company’s Safe Harbor statement at http://www.wendys-invest.com/safeharbor.

Wendy’s International, Inc. overview
Wendy's International, Inc. is one of the world's largest and most successful restaurant operating and franchising companies. More information about the Company is available at www.wendys-invest.com.

             WENDY'S INTERNATIONAL, INC. AND SUBSIDIARIES
                  CONSOLIDATED STATEMENTS OF INCOME
                (In thousands, except per share data)

                                   (Unaudited)

                               First Quarter Ended
                               4/1/2007  4/2/2006  $ Change  % Change
                               --------- --------- --------- ---------

REVENUES
Sales                          $522,944  $513,435    $9,509       1.9%
Franchise revenues               67,220    65,243     1,977       3.0%
                               --------- --------- --------- ---------
TOTAL REVENUES                  590,164   578,678    11,486       2.0%
                               --------- --------- --------- ---------

COSTS & EXPENSES
Cost of sales                   324,061   329,724    (5,663)     -1.7%
Company restaurant operating
 costs                          152,388   149,917     2,471       1.6%
Operating costs                   3,935    19,811   (15,876)    -80.1%
Depreciation of property &
 equipment                       28,052    31,109    (3,057)     -9.8%
General & administrative
 expenses                        50,822    55,297    (4,475)     -8.1%
Other expense (income), net       2,349    (6,602)    8,951       n/m
                               --------- --------- --------- ---------
TOTAL COSTS & EXPENSES          561,607   579,256   (17,649)     -3.0%
                               --------- --------- --------- ---------

OPERATING INCOME (LOSS)          28,557      (578)   29,135       n/m

Interest expense                (12,207)   (9,033)   (3,174)    -35.1%
Interest income                   5,416     2,033     3,383    -166.4%
                               --------- --------- --------- ---------

INCOME (LOSS) FROM CONTINUING
 OPERATIONS BEFORE INCOME TAXES  21,766    (7,578)   29,344       n/m

INCOME TAXES                      7,285    (1,681)    8,966       n/m
                               --------- --------- --------- ---------

INCOME (LOSS) from continuing
 operations                     $14,481    (5,897)  $20,378       n/m

INCOME from discontinued
 operations                        $206   $57,129   (56,923)    -99.6%
                               --------- --------- --------- ---------

NET INCOME                      $14,687   $51,232  ($36,545)    -71.3%
                               ========= ========= ========= =========

Diluted earnings (loss) per
 common share from continuing
 operations                       $0.15    ($0.05)    $0.20       n/m
                               ========= ========= ========= =========

Diluted earnings per common
 share from discontinued
 operations                       $0.00     $0.50    ($0.50)   -100.0%
                               ========= ========= ========= =========

Total diluted earnings per
 common share                     $0.15     $0.45    ($0.30)    -66.7%
                               ========= ========= ========= =========

Diluted shares                   95,706   114,722   (19,016)    -16.6%
                               ========= ========= ========= =========

n/m - not meaningful

Note: Due to the first quarter 2006 loss from continuing operations,
 basic shares are used for earnings per share calculations.


             WENDY'S INTERNATIONAL, INC. AND SUBSIDIARIES

                     CONSOLIDATED BALANCE SHEETS

                                               April 1,   December 31,
                                                 2007         2006
                                              ----------- ------------
                                                    (Unaudited)
                                               (Dollars in thousands)

ASSETS

Current assets
  Cash and cash equivalents                     $196,149     $457,614
  Accounts receivable, net                        74,265       84,841
  Deferred income taxes                           25,167       29,651
  Inventories and other                           28,848       30,252
  Advertising fund restricted assets              53,006       36,207
  Assets held for disposition                     12,034       15,455
  Current assets of discontinued operations        3,879        2,712
                                              ----------- ------------
                                                 393,348      656,732
                                              ----------- ------------

Property and equipment                         2,039,836    2,024,715
  Accumulated depreciation                      (814,888)    (798,387)
                                              ----------- ------------
                                               1,224,948    1,226,328
                                              ----------- ------------


Goodwill                                          85,384       85,353

Deferred income taxes                              4,552        4,316

Intangible assets, net                             3,454        3,855

Other assets                                      86,178       82,738

Non current assets of discontinued operations      1,075        1,025
                                              ----------- ------------
                                              $1,798,939   $2,060,347
                                              =========== ============


             WENDY'S INTERNATIONAL, INC. AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEETS

                                               April 1,   December 31,
                                                 2007         2006
                                              ----------- ------------
                                                    (Unaudited)
                                               (Dollars in thousands)

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities
  Accounts payable                               $82,743      $93,465
  Accrued expenses:
     Salaries and wages                           31,378       47,329
     Taxes                                        24,198       46,138
     Insurance                                    58,232       57,353
     Other                                        55,380       32,199
  Advertising fund restricted liabilities         53,006       28,568
  Current portion of long-term obligations        89,206       87,396
  Current liabilities of discontinued
   operations                                      1,590        2,218
                                              ----------- ------------
                                                 395,733      394,666
                                              ----------- ------------
Long-term obligations
  Term debt                                      521,296      537,139
  Capital leases                                  19,017       18,963
                                              ----------- ------------
                                                 540,313      556,102
                                              ----------- ------------

Deferred income taxes                             30,123       30,220
Other long-term liabilities                       87,746       66,163
Non current liabilities of discontinued
 operations                                        1,445        1,519


Commitments and contingencies

Shareholders' equity
  Preferred stock, Authorized: 250,000 shares
  Common stock, $.10 stated value per share,
    Authorized: 200,000,000 shares,
    Issued: 129,730,000 and 129,548,000
     shares, respectively                         12,973       12,955
  Capital in excess of stated value            1,095,963    1,089,825
  Retained earnings                            1,247,955    1,241,489
  Accumulated other comprehensive income
   (expense):
    Cumulative translation adjustments and
     other                                        10,146        9,100
    Pension liability                            (21,776)     (22,546)
                                              ----------- ------------
                                               2,345,261    2,330,823
  Treasury stock, at cost:
    42,844,000 and 33,844,000 shares,
     respectively                             (1,601,682)  (1,319,146)
                                              ----------- ------------
                                                 743,579    1,011,677
                                              ----------- ------------
                                              $1,798,939   $2,060,347
                                              =========== ============


             WENDY'S INTERNATIONAL, INC. AND SUBSIDIARIES
                        SYSTEMWIDE RESTAURANTS

                                     Increase/              Increase/
                    As of    As of  (Decrease)     As of    (Decrease)
                  April 1, April 1, From Prior December 31, From Prior
                     2007     2006    Quarter       2006       Year
                  ----------------------------------------------------
Wendy's
------------------
U.S.
      Company        1,308    1,313         (5)       1,317        (9)
      Franchise      4,641    4,704        (63)       4,638         3
                  ----------------------------------------------------
                     5,949    6,017        (68)       5,955        (6)
Canada
      Company          145      150         (5)         146        (1)
      Franchise        231      230          1          231         0
                  ----------------------------------------------------
                       376      380         (4)         377        (1)
Other
 International
      Company            2        5         (3)           2         0
      Franchise        331      343        (12)         339        (8)
                  ----------------------------------------------------
                       333      348        (15)         341        (8)

Total Wendy's
      Company        1,455    1,468        (13)       1,465       (10)
      Franchise      5,203    5,277        (74)       5,208        (5)
                  ----------------------------------------------------
                     6,658    6,745        (87)       6,673       (15)
                  ====================================================


                     WENDY'S INTERNATIONAL, INC.
                     Income Statement Definitions

Sales                     Includes sales from company operated
                           restaurants. Also included are sales of
                           kids' meal toys and the sales to
                           franchisees from Wendy's bun baking
                           facilities.

Franchise Revenues        Consists primarily of royalties, rental
                           income, gains from the sales of properties
                           to franchisees and franchise fees.
                           Franchise fees include charges for various
                           costs and expenses related to establishing
                           a franchisee's business.

Cost of Sales             Includes food, paper and labor costs for
                           restaurants. Also included are the cost of
                           kids' meal toys and cost of goods sold to
                           franchisees from Wendy's bun baking
                           facilities.

Company Restaurant        Consists of all costs necessary to manage
 Operating Costs           and operate restaurants, except cost of
                           sales and depreciation. These include
                           advertising, insurance, maintenance, rent,
                           etc., as well as support costs for
                           personnel directly related to restaurant
                           operations.

Operating Costs           Includes rent expense related to properties
                           leased to franchisees and costs to operate
                           and maintain Wendy's bun baking facilities.

General and               Costs that cannot be directly related to
 Administrative Expenses   generating revenue.

Other Income and Expense  Includes expenses (income) that are not
                           directly derived from the Company's primary
                           businesses. This includes income from the
                           Company's investments in joint ventures and
                           other minority investments. Expenses
                           include store closures, other asset write-
                           offs, restructuring costs and sales of
                           properties to non-franchisees.

Income from Discontinued  Reflects net income from Tim Hortons Inc.,
 Operations                Baja Fresh and Cafe Express.