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): November 7, 2013

THE WENDY’S COMPANY

(Exact name of registrant as specified in its charter)

Delaware	1-2207	38-0471180
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One Dave Thomas Blvd., Dublin, Ohio	43017
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (614) 764-3100

Not Applicable

(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:

¨ 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))

Item 7.01 Regulation FD Disclosure.

On November 7, 2013, management of The Wendy’s Company (the “Company”) gave a slide presentation during the Company’s fiscal 2013 third quarter conference call. The presentation materials are attached hereto as Exhibit 99.1 and incorporated herein by reference. These materials may also be used by the Company at one or more subsequent conferences with analysts and investors.

The information contained in the attached presentation materials is summary information that is intended to be considered in the context of the Company’s Securities and Exchange Commission filings and other public announcements. The Company undertakes no duty or obligation to publicly update or revise this information, although it may do so from time to time.

The information in this Current Report on Form 8-K, including the exhibit furnished pursuant to Item 9.01, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities under that section. Furthermore, the information in this Current Report on Form 8-K, including the exhibit furnished pursuant to Item 9.01, shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Conference call slide presentation materials used beginning on November 7, 2013.

SIGNATURES

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

	THE WENDY’S COMPANY
Date: November 7, 2013	By:	/s/ Dana Klein
		Dana Klein
		Senior Vice President – Corporate and Securities Counsel, and Assistant Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	Conference call slide presentation materials used beginning on November 7, 2013.

EX-99.1

Third Quarter 2013

Conference Call

November 7, 2013

©

2013 Oldemark LLC

Exhibit 99.1

JOHN BARKER

Chief Communications

Officer

2

©

2013 Oldemark LLC

Today’s Agenda

CEO Overview

Emil Brolick

Financial Update

Q&A

3

Todd

Penegor

4

Forward-Looking Statements and Non-GAAP Financial Measures

This presentation, and certain information that management may discuss in connection with this

presentation, contains certain statements that are not historical facts, including information concerning

possible or assumed future results of our operations. Those statements constitute “forward-looking

statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (The “Reform

Act”). For all forward-looking statements, we claim the protection of the safe harbor for forward-looking

statements contained in the Reform Act.

Many important factors could affect our future results and could cause those results to differ materially

from those expressed in or implied by our forward-looking statements. Such factors, all of which are

difficult or impossible to predict accurately, and many of which are beyond our control, include but are

not limited to those identified under the caption “Forward-Looking Statements” in our news release

issued on November 7, 2013 and in the “Special Note Regarding Forward-Looking Statements and

Projections” and “Risk Factors” sections of our most recent Form 10-K / Form 10-Qs.

In addition, this presentation and certain information management may discuss in connection with this

presentation reference non-GAAP financial measures, such as adjusted earnings before interest, taxes,

depreciation and amortization, or adjusted EBITDA, and adjusted earnings per share. Adjusted EBITDA

and adjusted earnings per share exclude certain expenses, net of certain benefits. Reconciliations of

non-GAAP financial measures to the most directly comparable GAAP financial measures are provided in

the Appendix to this presentation, and are included in our news release issued on November 7, 2013 and

posted on www.aboutwendys.com.

EMIL BROLICK

President & CEO

5

5

©

2013 Oldemark LLC

©

2013 Oldemark LLC

SYSTEM OPTIMIZATION

PROCEEDING AS PLANNED

CONFIDENT IN 4Q; RAISING

2013 EARNINGS OUTLOOK

BRAND TRANSFORMATION

MOMENTUM CONTINUES

STRONG QUARTER OF SALES

AND EARNINGS GROWTH

6

IMAGE ACTIVATION

PROGRESSING

Adjusted EBITDA*

$98.7 mil

vs.    $84.5 mil

Adjusted EPS*

$0.08       vs.

$0.02

N.A. Rest. Margin    

15.6%      vs.     13.9%

Co.-Op. SSS      

3.2%      vs.       2.7%

7

Q3 2013 Highlights

2013

2012

*See reconciliation of Adjusted EBITDA and Adjusted EPS in the appendix.

+17%

+$0.06

5.9%

2-year

+170bps

8

HIGH

LOW

FUNCTIONAL

EMOTIONAL

BRAND VISION

NEW

QSRs

TRADITIONAL

QSRs

EXPERIENCE

PRODUCT

Play a different game

PRICE

New QSR Quality at QSR Price

PROMOTION

Strategically driven, tactically brilliant

PEOPLE

5-Star Performers

PERFORMANCE

Keeping the brand promise

PLACE

The complete brand experience

9

THE RECIPE TO WIN

10

Regaining Heritage of Product Innovation

11

12

PREMIUM

PRICE / VALUE

Executing the High-Low Strategy

13

14

Ultimate source of differentiation

wendys.com

LinkedIn

Ultimate source of differentiation

16

Source: QSR Magazine’s 2013 Drive-Thru Performance Study

Fastest Drive-Thru in QSR

134

158

181

189

198

204

218

Average Drive

-

Thru Time in Seconds

17

IMAGE ACTIVATION

New QSR Experience

SYSTEM OPTIMIZATION

Selling 425 Restaurants to Franchisees

SHAREHOLDER VALUE

EFFICIENCY

OPERATIONAL EFFECTIVENESS

GROWTH

•

Completed sale of 118 restaurants through Nov. 7, 2013

•

New and existing franchisees

•

Strong operators with proven success

•

Strong financially and well-capitalized

•

Growth mindset –

commitment to Image Activation and new restaurant

development

•

Demonstrated commitment to customer service

SYSTEM OPTIMIZATION PROGRESS

20

Brand Relevance Drives Economic Model Relevance

©

2013 Oldemark LLC

TODD PENEGOR

Chief Financial Officer

21

Image Activation Continues to Evolve

22

Core Remodel Costs*

* Does not include deferred maintenance

$1,200

$800

$650

$550

2011

2014

STANDARD DESIGN

IMAGE ACTIVATION

New QSR Experience

Expect System Optimization to Produce

Higher Quality Earnings

24

Royalties

$25 M

Rent

$20 M

G&A

$30 M

EBITDA Lost

EBITDA Gained

=

* Estimates based on Company’s current outlook.

Restaurant

EBITDA

$75 M

25

Q3 2013 Highlights

N.A. Company Restaurant

Margin +170 bps

Q3 2013   15.6%

Q3 2012   13.9%

N.A. Company Restaurant

Margin +170 bps

Q3 2013   15.6%

Q3 2012   13.9%

Q3 2013 North America

Same-Store Sales

1-Year

2-Year

Company-Operated

Franchise

3.1%

6.0%

3.2%

5.9%

26

Q3 2013 Financial Summary

Q3

2013

Q3

2012

%

Change

Sales

558.0

$    

558.3

$  

-0.1%

Franchise revenues

82.8

78.0

6.2%

   Total revenues

640.8

$    

636.3

$  

0.7%

Adjusted EBITDA*

98.7

$      

84.5

$     

16.8%

($ in millions)

(Unaudited)

*See reconciliation of Adjusted EBITDA in the appendix.

27

Q3 2013 Financial Summary

Q3

2013

Q3

2012

$

Change

Adjusted EPS*

0.08

$  

0.02

$     

0.06

$    

Reported EPS

(0.00)

$ 

(0.07)

$   

0.07

$    

(Unaudited)

*See reconciliation of  Adjusted EPS in the appendix.

Solid Four Quarters Earnings

28

2013     

2012

Q4

Q1     

Q2    

Adjusted EBITDA

Adjusted EPS

Q3    

$98.7*

Actual

Prior Year

% Change

$102.1

$77.3

$95.9

$84.5

$89.1

$63.9

$80.9

+17%

+15%

+21%

+19%

$0.08*

Actual

Prior Year

% Change

$0.08

$0.03

$0.09

$0.02

$0.05

$0.01

$0.04

+300%

+60%

+200%

+125%

* See reconciliation of Adjusted EBITDA and Adjusted EPS in the appendix.

29

YTD 2013 Cash Flow Highlights

($ in millions)

YTD 2013

YTD 2012

Cash flow from operations

252.7

$     

124.6

$        

Capital expenditures

130.8

126.3

Beginning cash balance

453.4

$     

475.2

$        

Change in cash

60.1

(21.6)

Ending cash balance

513.4

$     

453.6

$        

30

Selected Balance Sheet Highlights

($ in millions)

Cash

513

$           

Senior Debt

1,429

$        

Capital Leases and Other Debt

43

Total Debt

1,472

$        

TTM Adjusted EBITDA

374

$           

Total Debt / TTM Adjusted EBITDA

3.9x

Net Debt / TTM Adjusted EBITDA

2.6x

Sept. 29, 2013

Raising 2013 Outlook

Estimates based on Company’s current outlook.

31

Adjusted EBITDA:

Approximately $365 million

Adjusted EPS:

Approximately $0.25

2013 Outlook

Estimates based on Company’s current outlook.

32

•

Adjusted EBITDA of approximately $365 million

•

Adjusted EPS of approximately $0.25

•

SSS of approximately 2.0 percent

•

Restaurant margin of 15.0 percent

•

25 Company IA openings & 100 Company IA reimages

•

Expect to make incremental fourth-quarter investments to drive growth

•

As a result, project fourth-quarter Adjusted EBITDA to decline approximately 10 percent.

©

2013 Oldemark LLC

SYSTEM OPTIMIZATION

DRIVING IMPROVED EARNINGS

QUALITY

HIGH-QUALITY Q3 DRIVEN BY

SSS GROWTH

33

SOLID MOMENTUM; RAISING

2013 EARNINGS OUTLOOK

CONFIDENT IN LONG-TERM

OUTLOOK

©

2013 Oldemark LLC

JOHN BARKER

Chief Communications

Officer

34

©

2013 Oldemark LLC

MEG NOLLEN

Senior Vice President

Strategy and Investor

Relations

35

2013 Events

Nov. 13: Image Activation tour in Dublin (host: Stephens)

2014 Events

Jan. 13: ICR Conference –

Preliminary 2013 Earnings and 

2014 Guidance

36

Investor Relations Calendar

Q&A

37

Appendix

38

Reconciliation of Adjusted EBITDA from Continuing Operations

to Net (Loss) Income Attributable to The Wendy's Company

39

(In Thousands)

(Unaudited)

Three Months

Nine Months

2013

2012

2013

2012

Adjusted EBITDA from continuing operations  

$          98,737

$          84,491

$         278,122

$        237,445

Less:  

Depreciation and amortization  

(44,325)

(41,878)

(134,841)

(110,136)

Impairment of long-lived assets  

(5,327)

-

(5,327)

(7,781)

Facilities action charges, net  

(22,275)

(11,430)

(31,690)

(27,561)

Costs associated with closed restaurants in other operating

(income) expense, net  

-

-

-

(1,477)

Operating profit  

26,810

31,183

106,264

90,490

Interest expense  

(15,620)

(21,566)

(55,548)

(77,803)

Loss on early extinguishment of debt  

-

(49,881)

(21,019)

(75,076)

Investment income and other income (expense), net  

2,273

900

50

30,471

Income (loss) from continuing operations before income taxes

and noncontrolling interests    

13,463

(39,364)

29,747

(31,918)

(Provision for) benefit from income taxes   

(15,625)

12,672

(17,774)

14,467

(Loss) income from continuing operations  

(2,162)

(26,692)

11,973

(17,451)

Discontinued operations:   

Income from discontinued operations, net of income taxes   

-

784

-

784

Loss on disposal of discontined operations, net of income taxes

-

(254)

-

(254)

Net income from discontinued operations   

-

530

-

530

Net (loss) income    

(2,162)

(26,162)

11,973

(16,921)

Net loss (income) attributable to noncontrolling interests     

223

-

445

(2,384)

Net (loss) income attributable to The Wendy's Company    

$           (1,939)

$         (26,162)

$          12,418

$         (19,305)

40

Reconciliation of Adjusted Income and Adjusted Earnings Per Share from

Continuing Operations to Net (Loss) Income and Earnings Per Share

Attributable to The Wendy's Company

(a)

Adjusted earnings per share amounts for the three months ended September 29, 2013 and the three and nine months ended September 30, 2012, include the dilutive effect of stock

options and restricted shares, which were excluded from the reported number of shares used to calculate basic and diluted loss per share, as the impact would have been anti-dilutive. 

Included above is a reconciliation of the number of shares used to calculate adjusted earnings per share amounts.             

(In Thousands Except Per Share Amounts)

(Unaudited)

Per share

(a)

Per share

(a)

Per share

Per share

(a)

Adjusted income and adjusted earnings per share from continuing operations

30,254

$       

0.08

$           

9,119

$         

0.02

$           

75,132

$       

0.19

$           

31,687

$       

0.08

$           

(Less) plus:

Facilities action charges, net

(24,990)

(0.06)

(7,066)

(0.02)

(30,875)

(0.08)

(17,038)

(0.04)

Depreciation of assets that will be replaced as part of the Image Activation initiative  

(3,591)

(0.01)

-

-

(15,312)

(0.04)

-

-

Loss on early extinguishment of debt

-

-

(30,926)

(0.08)

(13,137)

(0.03)

(46,547)

(0.12)

Impairment of long-lived assets

(3,332)

(0.01)

-

-

(3,332)

(0.01)

(4,801)

(0.02)

(Loss) gain on sale of investment, net

(503)

(0.00)

-

-

(503)

(0.00)

17,978

0.05

Benefits of prior years' tax matters   

-

-

2,181

0.01

-

-

2,181

0.01

Costs associated with closed restaurants in other operating (income) expense, net 

-

-

-

-

-

-

(911)

(0.00)

Total adjustments

(32,416)

(0.08)

(35,811)

(0.09)

(63,159)

(0.16)

(49,138)

(0.12)

(Loss) income from continuing operations

(2,162)

(0.00)

(26,692)

(0.07)

11,973

0.03

(17,451)

(0.04)

Net income from discontinued operations

-

-

530

0.00

-

-

530

0.00

Net (loss) income

(2,162)

(0.00)

(26,162)

(0.07)

11,973

0.03

(16,921)

(0.04)

Net loss (income) attributable to noncontrolling interests

223

0.00

-

-

445

0.00

(2,384)

(0.01)

Net (loss) income and earnings per share attributable to The Wendy's Company

(1,939)

$        

(0.00)

$          

(26,162)

$      

(0.07)

$          

12,418

$       

0.03

$           

(19,305)

$      

(0.05)

$          

Reported number of shares used to calculate diluted (loss) income per share  

392,579

390,406

398,101

390,028

Plus: Dilutive effect of stock options and restricted shares

8,145

1,514

-

1,946

Adjusted number of shares used to calculate adjusted earnings per share  

400,724

391,920

398,101

391,974

2013

2012

2013

2012

Three Months

Nine Months