0001193125-17-045866.txt : 20170216 0001193125-17-045866.hdr.sgml : 20170216 20170216061203 ACCESSION NUMBER: 0001193125-17-045866 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20170216 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20170216 DATE AS OF CHANGE: 20170216 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Wendy's Co CENTRAL INDEX KEY: 0000030697 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING & DRINKING PLACES [5810] IRS NUMBER: 380471180 STATE OF INCORPORATION: DE FISCAL YEAR END: 0103 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-02207 FILM NUMBER: 17616391 BUSINESS ADDRESS: STREET 1: ONE DAVE THOMAS BLVD CITY: DUBLIN STATE: OH ZIP: 43017 BUSINESS PHONE: (614) 764-3100 MAIL ADDRESS: STREET 1: ONE DAVE THOMAS BLVD CITY: DUBLIN STATE: OH ZIP: 43017 FORMER COMPANY: FORMER CONFORMED NAME: WENDY'S/ARBY'S GROUP, INC. DATE OF NAME CHANGE: 20080926 FORMER COMPANY: FORMER CONFORMED NAME: TRIARC COMPANIES INC DATE OF NAME CHANGE: 19931109 FORMER COMPANY: FORMER CONFORMED NAME: DWG CORP DATE OF NAME CHANGE: 19920703 8-K 1 d342279d8k.htm CURRENT REPORT Current Report

 

 

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 16, 2017

 

 

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 2.02 Results of Operations and Financial Condition.

On February 16, 2017, The Wendy’s Company (the “Company”) issued a press release reporting its preliminary unaudited financial results for the fourth quarter and fiscal year ended January 1, 2017 and other information. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 2.02, 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 Item 2.02, 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    Press release issued by The Wendy’s Company on February 16, 2017.


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: February 16, 2017     By:  

/s/ Dana Klein

      Dana Klein
      Senior Vice President – Corporate and
      Securities Counsel and Assistant Secretary


EXHIBIT INDEX

 

Exhibit

No.

  

Description

99.1    Press release issued by The Wendy’s Company on February 16, 2017.
EX-99.1 2 d342279dex991.htm PRESS RELEASE Press Release

Exhibit 99.1

 

LOGO

THE WENDY’S COMPANY REPORTS PRELIMINARY 2016 RESULTS;

ANNOUNCES 2017 OUTLOOK AND UPDATES 2020 GOALS

16th consecutive quarter of positive same-restaurant sales;

North America system same-restaurant sales increase 0.8% in 4Q and 1.6% in 2016

(+5.6% and +4.9% on a two-year basis, respectively)

Nearly 150 new restaurant openings globally in 2016;

Highest total new restaurant openings since 2005

Third phase of system optimization completed;

In total, 537 restaurants sold, $435 million in pretax proceeds

Board of Directors authorizes 8 percent increase in quarterly dividend rate and new $150

million share repurchase program

Company announces accelerated G&A savings and CAPEX reduction on path to 2020 goals

Dublin, Ohio (February 16, 2017) – The Wendy’s Company (NASDAQ: WEN) today reported preliminary unaudited results for the fourth quarter and full year ended January 1, 2017. The Company plans to file its audited financial results on or before March 2, 2017.

“We have now recorded 16 consecutive quarters of positive same-restaurant sales and total new restaurant openings have accelerated in both North America and International with nearly 150 new restaurants opened globally in 2016,” President and Chief Executive Officer Todd Penegor said. “As a result of our brand transformation efforts and with the support from our franchise partners, the Wendy’s® system has never been stronger.”

“As we look to 2017 and beyond, we are poised for strong global growth,” Penegor said. “We believe we can grow the Wendy’s system by approximately 1,000 restaurants and $2 billion in sales by 2020, resulting in a global system of about 7,500 restaurants generating $12 billion in sales. Importantly, this growth will be achieved in a profitable manner for both the Company and franchisees, which will help carry the momentum beyond 2020.”

Preliminary fourth quarter and full year 2016 results

A summary of the Company’s preliminary fourth quarter and full year 2016 results is provided below. The fourth quarter and full year 2015 results include the favorable impact of a 53rd operating

 

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week, which affects all comparisons to 2015. Due to the May 2015 sale of its bakery business, the Company has presented its bakery results as discontinued operations for all periods presented in its consolidated financial statements. See “Disclosure Regarding Non-GAAP Financial Measures” and the reconciliation tables that accompany this release for a discussion and reconciliation of certain non-GAAP financial measures included in this release (i.e., adjusted EBITDA, adjusted EBITDA margin, adjusted earnings per share, adjusted tax rate and free cash flow). As used in this release, the terms adjusted EBITDA and adjusted earnings per share refer to adjusted EBITDA from continuing operations and adjusted earnings per share from continuing operations, respectively.

Preliminary fourth quarter summary

 

    Same-restaurant sales increased 0.8 percent at North America system restaurants in the fourth quarter of 2016, or 5.6 percent on a two-year basis.

 

    Revenues were $309.9 million in the fourth quarter of 2016, compared to $464.4 million in the fourth quarter of 2015. The 33.3 percent decrease resulted primarily from the ownership of 522 fewer Company-operated restaurants at the end of the 2016 fourth quarter compared to the beginning of the 2015 fourth quarter.

 

    Franchise royalty revenue and fees were $95.7 million in the fourth quarter of 2016, compared to $100.8 million in the fourth quarter of 2015. The 5.1 percent decrease primarily resulted from a decrease in franchise fees resulting from a year-over-year reduction in the number of restaurants sold through the Company’s system optimization initiative.

 

    Franchise rental income was $40.7 million in the fourth quarter of 2016, compared to $26.4 million in the fourth quarter of 2015. The 54.2 percent increase resulted primarily from the Company’s system optimization initiative.

 

    Company-operated restaurant margin was 18.8 percent in the fourth quarter of 2016, compared to 19.2 percent in the fourth quarter of 2015. The 40 basis-point decrease was primarily the result of higher other operating costs and increased labor rates, partly offset by lower commodity costs and the favorable impact from the Company’s Image Activation program.

 

    General and administrative expense was $61.2 million in the fourth quarter of 2016, compared to $72.4 million in the fourth quarter of 2015. The 15.5 percent decrease resulted primarily from cost savings related to the Company’s system optimization initiative, as well as lower incentive compensation.

 

    Operating profit was $79.2 million in the fourth quarter of 2016, compared to $116.3 million in the fourth quarter of 2015. The 31.9 percent decrease resulted primarily from a year-over-year decrease in System optimization gains, net, partly offset by a year-over-year decrease in Impairment of long-lived assets, in addition to the items discussed above.

 

    Interest expense was $29.3 million in the fourth quarter of 2016, compared to $28.2 million in the fourth quarter of 2015.

 

    Income from continuing operations was $28.9 million in the fourth quarter of 2016, compared to $88.7 million in the fourth quarter of 2015. The decrease resulted from the year-over-year decrease in Investment income, net and System Optimization gains, net, partly offset by a year-over-year decrease in income taxes.

 

    Net income was $28.9 million in the fourth quarter of 2016, compared to $85.9 million in the fourth quarter of 2015.

 

    Adjusted EBITDA from continuing operations was $91.1 million in the fourth quarter of 2016, compared to $107.6 million in the fourth quarter of 2015. The 15.3 percent decrease resulted primarily from the ownership of 522 fewer Company-operated restaurants at the end of the 2016 fourth quarter compared to the beginning of the 2015 fourth quarter.

 

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    Adjusted EBITDA margin (adjusted EBITDA divided by total revenues) was 29.4 percent in the fourth quarter of 2016, compared to 23.2 percent in the fourth quarter of 2015. The 620 basis-point improvement reflects the positive impact of the Company’s system optimization initiative.

 

    Reported diluted earnings per share from continuing operations were $0.11 in the fourth quarter of 2016, compared to $0.32 in the fourth quarter of 2015.

 

    Reported diluted earnings per share were $0.11 in the fourth quarter of 2016, compared to $0.31 in the fourth quarter of 2015.

 

    Adjusted earnings per share from continuing operations were $0.08 in the fourth quarter of 2016, compared to $0.12 in the fourth quarter of 2015.

Preliminary full year 2016 summary

 

    Same-restaurant sales increased 1.6 percent at North America system restaurants in 2016, or 4.9 percent on a two-year basis.

 

    Revenues were $1,435.4 million in 2016, compared to $1,870.3 million in 2015. The 23.3 percent decrease resulted primarily from the ownership of 627 fewer Company-operated restaurants at the end of the 2016 compared to the beginning of 2015.

 

    Franchise royalty revenue and fees were $371.5 million in 2016, compared to $344.5 million in 2015. The 7.8 percent increase primarily resulted from the Company’s system optimization initiative, in addition to higher same restaurant sales at franchised restaurants.

 

    Franchise rental income was $143.1 million in 2016, compared to $87.0 million in 2015. The 64.5 percent increase resulted primarily from the Company’s system optimization initiative.

 

    Company-operated restaurant margin was 19.1 percent in 2016, compared to 17.7 percent in 2015. The 140 basis-point increase was primarily the result of lower commodity costs and the favorable impact from the Company’s Image Activation program, partly offset by higher other operating costs and increased labor rates.

 

    General and administrative expense was $245.9 million in 2016, compared to $256.6 million in 2015. The 4.2 percent decrease resulted primarily from cost savings related to the Company’s system optimization initiative, as well as lower incentive compensation, partly offset by higher professional fees and legal fees related to the unusual payment card activity.

 

    Operating profit was $314.8 million in 2016, compared to $274.5 million in 2015. The 14.7 percent increase resulted primarily from a year-over-year decrease in Depreciation and amortization expense, General and administrative expense and Reorganization and realignment costs.

 

    Interest expense was $114.8 million in 2016, compared to $86.1 million in 2015. The 33.3 percent increase resulted primarily from higher total debt levels related to the Company’s debt restructuring completed in the second quarter of 2015.

 

    Income from continuing operations was $129.6 million in 2016, compared to $140.0 million in 2015. The 7.4 percent decrease resulted from the year-over-year decrease in Investment income, net, partly offset by a year-over-year decrease in Depreciation and amortization expense, General and administrative expense, Reorganization and realignment costs and income taxes.

 

    Net income was $129.6 million in 2016, compared to $161.1 million in 2015.

 

    Adjusted EBITDA from continuing operations was $391.9 million in 2016, compared to $392.4 million in 2015, despite the ownership of 627 fewer Company-operated restaurants at the end of the 2016 compared to the beginning of 2015.

 

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    Adjusted EBITDA margin (adjusted EBITDA divided by total revenues) was 27.3 percent in 2016, compared to 21.0 percent in 2015. The 630 basis-point improvement reflects the positive impact of the Company’s system optimization initiative.

 

    Reported diluted earnings per share from continuing operations were $0.49 in 2016, compared to $0.43 in 2015. The increase reflects an 18.9 percent year-over-year reduction in the weighted average diluted shares outstanding.

 

    Reported diluted earnings per share were $0.49 in 2016, compared to $0.49 in 2015.

 

    Adjusted earnings per share from continuing operations were $0.40 in 2016, compared to $0.33 in 2015.

“We are very proud that we were able to hold adjusted EBITDA flat year-over year despite selling a significant number of Company-operated restaurants during 2016,” Chief Financial Officer Gunther Plosch said. “We look forward to realizing the positive benefits of our brand transformation in 2017 and beyond, with higher franchise revenues driving a higher quality of earnings.”

Third phase of system optimization now complete

The Company has completed its plan to reduce its Company-operated restaurant ownership to approximately 5 percent of the total system. The Company sold a total of 310 restaurants to franchisees during 2016, which is in addition to the 227 restaurants that were sold in the second half of 2015. In total, the third phase of system optimization generated pretax proceeds and fees of $435 million.

“Our system is stronger following the completion of the third phase of our system optimization initiative,” Penegor said. “All markets were awarded to strong operators who have demonstrated a commitment to restaurant reimaging and opening new restaurants which will be imperative to our future growth.”

“Going forward, we will continue to strategically buy and sell restaurants in order to further strengthen our franchisee base, drive new restaurant development and accelerate Image Activation,” Penegor said. “By also facilitating franchisee-to-franchisee restaurant transfers (“Buy and Flips”) we ensure that we are putting restaurants in the hands of well capitalized franchisees that are committed to long-term growth. During 2016 we facilitated 144 Buy and Flips and expect to complete around 400 in 2017, which includes approximately 50 Buy and Flips that were originally scheduled to close in late 2016.”

Global Image Activation and new restaurant openings momentum continues

The Company and its franchisees reimaged 521 North America system restaurants and built 99 new North America restaurants and 50 new International restaurants in 2016. Global net new restaurant openings totaled 58 in 2016. At the end of 2016, approximately 32 percent of the global system features our new image.

Board authorizes increase in quarterly dividend rate and new share repurchase program

In 2016, the Company repurchased 29.5 million shares for $335.0 million at an average price of $11.34 per share. The number of shares outstanding at the end of the fourth quarter of 2016 was approximately 246.6 million.

 

4


The Company announced today that its Board of Directors has authorized an increase of 0.5 cents per share in its quarterly dividend rate. The Company’s new quarterly dividend rate of 7 cents per share will be effective with its next dividend payment on March 15, 2017 to shareholders of record as of March 1, 2017. This increase is in addition to the 0.5 cents per share increase that was authorized in the fourth quarter of 2016.

The Company also announced today that its Board of Directors authorized a new share repurchase program for up to $150 million of the Company’s common stock through March 4, 2018. The Company intends to repurchase shares with existing cash on its balance sheet and cash flow from operations.

Company issues 2017 outlook

This release includes forward-looking guidance for certain non-GAAP financial measures, including adjusted EBITDA, adjusted earnings per share and adjusted tax rate. The Company excludes certain expenses and benefits from adjusted EBITDA, adjusted earnings per share and adjusted tax rate, such as impairment of long-lived assets, reorganization and realignment costs and system optimization gains, net. Due to the uncertainty and variability of the nature and amount of those expenses and benefits, the Company is unable without unreasonable effort to provide projections of net income, earnings per share or reported tax rate or a reconciliation of projected adjusted EBITDA, adjusted earnings per share or adjusted tax rate to projected net income, earnings per share or reported tax rate.

During 2017, the Company expects:

 

    Adjusted EBITDA of approximately $396 to $404 million, an increase of approximately 1 to 3 percent compared to 2016.

 

    Adjusted earnings per share of approximately $0.45 to $0.47, an increase of approximately 13 percent to 18 percent compared to 2016.

 

    Same-restaurant sales growth of approximately 2 to 3 percent for the North America system.

 

    Flat Company-operated restaurant margin compared to 2016.

 

    Flat commodity costs compared to 2016.

 

    Labor inflation of approximately 4 percent.

 

    General and administrative expense of approximately $210 to $220 million.

 

    Interest expense of approximately $115 million.

 

    Depreciation and amortization expense of approximately $120 million, including accelerated depreciation of approximately $2 million.

 

    Cash flows from operations of approximately $240 to $275 million.

 

    Capital expenditures of approximately $80 to $90 million.

 

    Free cash flow (cash flows from operations minus capital expenditures) of approximately $160 to $185 million.

 

    An adjusted tax rate of approximately 32 to 34 percent.

“After achieving solid results in 2016, we are pleased to turn the page with a strong outlook for 2017,” Plosch said. “This will be the final year of transition after completing the third phase of system optimization. Our ability to grow earnings and cash flow despite owning fewer Company-operated restaurants is compelling. We look forward to focusing on our core business model and driving growth even further.”

 

5


Company announces updated 2020 goals

The Company now expects to achieve the following goals by the end of 2020:

 

    Global restaurant sales (in constant currency and excluding Venezuela) of ~$12 billion.

 

    Global restaurant count of ~7,500.

 

    Global Image Activation of at least 70 percent.

 

    Adjusted EBITDA Margin of 38 to 40 percent.

 

    Free Cash Flow of ~$275 million (capital expenditures of ~$65 million).

“All of the updated 2020 goals revolve around growth, both in North America and International,” Penegor said. “We must build upon our current operating momentum by growing our customer base, expanding brand access, enhancing restaurant level profitability and implementing a more efficient cost structure.”

“In order to achieve our 2020 adjusted EBITDA margin and free cash flow commitments, G&A and capital spending efficiency will improve,” Penegor said. “In that spirit, we plan to accelerate our G&A savings efforts and expect that we will be able to reduce G&A to approximately 1.5 percent of global restaurant sales by 2020. We are still in the planning stages and will provide a more detailed update on how we expect to achieve these savings on or before our first-quarter earnings call in May.”

Investor Day and webcast scheduled for 8:30 a.m. today, February 16

The Company intends to present its preliminary 2016 results and 2017 outlook beginning at 8:30 a.m. ET today, at its Investor Day in Dublin, Ohio. The live presentation will be available via webcast from the Investors section of the Company’s website at www.aboutwendys.com. An archived webcast with the accompanying slides will be available on the Company’s website at www.aboutwendys.com.

Forward-looking statements

This news release contains certain statements that are not historical facts, including, most importantly, information concerning possible or assumed future results of operations of The Wendy’s Company and its subsidiaries (collectively, the “Company”). Those statements, as well as statements preceded by, followed by, or that include the words “may,” “believes,” “plans,” “expects,” “anticipates,” or the negation thereof, or similar expressions, constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Reform Act”). In addition, all statements that address future operating, financial or business performance; strategies, initiatives or expectations; future synergies, efficiencies or overhead savings; anticipated costs or charges; future capitalization; and anticipated financial impacts of recent or pending transactions are forward-looking statements within the meaning of the Reform Act. The forward-looking statements are based on the Company’s expectations at the time, speak only as of the dates they are made and are susceptible to a number of risks, uncertainties and other factors. The Company’s actual results, performance and achievements may differ materially from any future results, performance or achievements expressed in or implied by the forward-looking statements. For all forward-looking statements, the Company claims the protection of the safe harbor for forward-looking statements contained in the Reform Act. Many important factors could affect future results and could cause those results to differ materially from those expressed in or implied by the forward-looking statements. Such factors, all of which are difficult or impossible to predict accurately, and many of which are beyond the Company’s control, include, but are not limited to:

 

6


(1) changes in the quick-service restaurant industry, such as consumer trends toward value-oriented products and promotions or toward consuming fewer meals away from home;

 

(2) prevailing economic, market and business conditions affecting the Company, including competition from other food service providers, unemployment and decreased consumer spending levels;

 

(3) the ability to effectively manage the acquisition and disposition of restaurants;

 

(4) cost and availability of capital;

 

(5) cost fluctuations associated with food, supplies, energy, fuel, distribution or labor;

 

(6) the financial condition of the Company’s franchisees;

 

(7) food safety events, including instances of food-borne illness involving the Company or its supply chain;

 

(8) conditions beyond the Company’s control such as weather, natural disasters, disease outbreaks, epidemics or pandemics impacting the Company’s customers or food supplies, or acts of war or terrorism;

 

(9) risks associated with failures, interruptions or security breaches of the Company’s computer systems or technology, or the occurrence of cyber incidents or a deficiency in cyber security that impacts the Company or its franchisees, including the cybersecurity incident previously announced;

 

(10) the effects of negative publicity that can occur from increased use of social media;

 

(11) the availability of suitable locations and terms for the development of new restaurants;

 

(12) risks associated with the Image Activation program;

 

(13) adoption of new, or changes in, laws, regulations or accounting standards, policies and practices;

 

(14) changes in debt, equity and securities markets;

 

(15) goodwill and long-lived asset impairments;

 

(16) changes in interest rates;

 

(17) the difficulty in predicting the ultimate costs associated with the sale of Company-operated restaurants to franchisees, including the impact of the sale of restaurants on ongoing operations, any tax impact from the sale of restaurants and the future impact to the Company’s earnings, restaurant operating margins, cash flow and depreciation;

 

(18) risks associated with the Company’s debt refinancing, including the ability to generate sufficient cash flow to meet increased debt service obligations, compliance with operational and financial covenants, and restrictions on the Company’s ability to raise additional capital;

 

(19) risks associated with the amount and timing of share repurchases under the $150 million share repurchase program approved by the Board of Directors; and

 

(20) other factors cited in the Company’s news releases, public statements and/or filings with the Securities and Exchange Commission, including those identified in the “Risk Factors” sections of the Company’s Forms 10-K and 10-Q.

The Company’s franchisees are independent third parties that the Company does not control. Numerous factors beyond the control of the Company and its franchisees may affect new restaurant openings. Accordingly, there can be no assurance that commitments under development agreements with franchisees will result in new restaurant openings. In addition, numerous factors beyond the control of the Company and its franchisees may affect franchisees’ ability to reimage existing restaurants in accordance with the Company’s expectations.

 

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All future written and oral forward-looking statements attributable to the Company or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements contained or referred to above. New risks and uncertainties arise from time to time, and it is impossible for the Company to predict these events or their impact.

The Company assumes no obligation to update forward-looking statements as a result of new information, future events or developments, except as required by federal securities laws. The Company does not endorse any projections regarding future performance that may be made by third parties.

There can be no assurance that any additional regular quarterly cash dividends will be declared or paid after the date hereof, or of the amount or timing of such dividends, if any. Future dividend payments, if any, are subject to applicable law, will be made at the discretion of the Board of Directors and will be based on such factors as The Wendy’s Company’s earnings, financial condition and cash requirements and other factors.

Disclosure regarding non-GAAP financial measures

In addition to the GAAP financial measures presented in this release, the Company has included certain non-GAAP financial measures in this release, including adjusted EBITDA, adjusted EBITDA margin, adjusted earnings per share and adjusted tax rate. These non-GAAP financial measures exclude certain expenses and benefits as detailed in the reconciliation tables that accompany this release. The Company uses these non-GAAP financial measures as internal measures of business operating performance and as performance measures for benchmarking against the Company’s peers and competitors. Adjusted EBITDA and adjusted earnings per share are also used by the Company in establishing performance goals for purposes of executive compensation.

The Company believes its presentation of adjusted EBITDA, adjusted EBITDA margin, adjusted earnings per share and adjusted tax rate provides a meaningful perspective of the underlying operating performance of our current business and enables investors to better understand and evaluate our historical and prospective operating performance. The Company believes these non-GAAP financial measures are important supplemental measures of operating performance because they eliminate items that vary from period to period without correlation to our core operating performance and highlight trends in our business that may not otherwise be apparent when relying solely on GAAP financial measures. Due to the nature and/or size of the items being excluded, such items do not reflect future gains, losses, expenses or benefits and are not indicative of our future operating performance. The Company believes investors, analysts and other interested parties use adjusted EBITDA, adjusted EBITDA margin, adjusted earnings per share and adjusted tax rate in evaluating issuers, and the presentation of these measures facilitates a comparative assessment of the Company’s operating performance in addition to the Company’s performance based on GAAP results.

This release also includes guidance regarding the Company’s free cash flow. Free cash flow is a non-GAAP financial measure that is used by the Company as an internal measure of liquidity. The Company defines free cash flow as cash flows from operations minus capital expenditures, both as reported under GAAP. The Company believes free cash flow is an important liquidity measure for investors and other interested persons because it communicates how much cash flow is available for working capital needs or to be used for repurchasing shares, paying dividends, repaying or refinancing debt, financing possible acquisitions or investments or other uses of cash.

 

8


Adjusted EBITDA, adjusted EBITDA margin, adjusted earnings per share, adjusted tax rate and free cash flow are not recognized terms under U.S. General Accepted Accounting Principles, and the Company’s presentation of these non-GAAP financial measures does not replace the presentation of the Company’s financial results in accordance with GAAP. Because all companies do not calculate adjusted EBITDA, adjusted EBITDA margin, adjusted earnings per share, adjusted tax rate and free cash flow (and similarly titled financial measures) in the same way, those measures as used by other companies may not be consistent with the way the Company calculates such measures. The non-GAAP financial measures included in this release should not be construed as substitutes for or better indicators of the Company’s performance than the most directly comparable GAAP financial measures.

Key Business Measures

The Company tracks its results of operations and manages its business using certain key business measures, including North America system same-restaurant sales. North America system same-restaurant sales includes sales by both Company-operated restaurants and franchise restaurants located in the U.S. and Canada. The Company reports same-restaurant sales for new restaurants after they have been open for 15 continuous months and for reimaged restaurants as soon as they reopen. This methodology is consistent with the metric used by management for internal reporting and analysis. Prior to the first quarter of 2016, the Company reported same-restaurant sales for reimaged restaurants after they had been open for three continuous months. Same-restaurant sales exclude the impact of currency translation.

Same-restaurant sales is a commonly used statistical measure in the quick-service restaurant industry that is important to understanding Company performance. The Company believes North America system same-restaurant sales data is useful in assessing consumer demand for the Company’s products, the overall strength of the Wendy’s brand and, ultimately, the performance of the Company. Sales by franchise restaurants to their customers are not recorded as Company revenues and are not included in the Company’s consolidated financial statements. However, the Company’s royalty revenues are computed as percentages of sales made by Wendy’s franchisees and, as a result, sales by franchisees have a direct effect on the Company’s royalty revenues and therefore on the Company’s profitability.

About The Wendy’s Company

The Wendy’s Company is the world’s third-largest quick-service hamburger company. The Wendy’s system includes approximately 6,500 franchise and Company-operated restaurants in the United States and 30 countries and U.S. territories worldwide. For more information, visit www.aboutwendys.com.

Investor Contact:

Peter Koumas

Director - Investor Relations

(614) 764-8478

peter.koumas@wendys.com

 

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Media Contact:

Heidi Schauer

Director - Corporate Communications

(614) 764-3368

heidi.schauer@wendys.com

 

10


The Wendy’s Company and Subsidiaries

Consolidated Statements of Operations

Three and Twelve Months Ended January 1, 2017 and January 3, 2016

(In Thousands Except Per Share Amounts)

 

     Three Months Ended     Twelve Months Ended  
     2016     2015 (a)     2016     2015 (a)  
     (Unaudited)  

Revenues:

        

Sales

   $ 173,547      $ 337,170      $ 920,758      $ 1,438,802   

Franchise royalty revenue and fees

     95,659        100,771        371,545        344,523   

Franchise rental income

     40,695        26,424        143,115        86,972   
  

 

 

   

 

 

   

 

 

   

 

 

 
     309,901        464,365        1,435,418        1,870,297   
  

 

 

   

 

 

   

 

 

   

 

 

 

Costs and expenses:

        

Cost of sales

     140,865        272,316        744,701        1,184,073   

Franchise rental expense

     18,076        14,043        67,760        47,779   

General and administrative

     61,161        72,401        245,869        256,553   

Depreciation and amortization

     30,248        33,751        122,704        145,051   

System optimization gains, net

     (23,825     (59,258     (71,931     (74,009

Reorganization and realignment costs

     2,217        5,264        10,083        21,910   

Impairment of long-lived assets

     3,250        11,533        16,241        25,001   

Other operating income, net

     (1,306     (1,997     (14,789     (10,531
  

 

 

   

 

 

   

 

 

   

 

 

 
     230,686        348,053        1,120,638        1,595,827   
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating profit

     79,215        116,312        314,780        274,470   

Interest expense

     (29,319     (28,185     (114,802     (86,067

Loss on early extinguishment of debt

     —          —          —          (7,295

Investment income, net

     375        52,035        723        52,214   

Other income, net

     301        260        989        806   
  

 

 

   

 

 

   

 

 

   

 

 

 

Income from continuing operations before income taxes

     50,572        140,422        201,690        234,128   

Provision for income taxes

     (21,681     (51,741     (72,066     (94,149
  

 

 

   

 

 

   

 

 

   

 

 

 

Income from continuing operations

     28,891        88,681        129,624        139,979   

Discontinued operations:

        

Income from discontinued operations, net of income taxes

     —          1,323        —          10,494   

(Loss) gain on disposal of discontinued operations, net of income taxes

     —          (4,148     —          10,669   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net (loss) income from discontinued operations

     —          (2,825     —          21,163   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income

   $ 28,891      $ 85,856      $ 129,624      $ 161,142   
  

 

 

   

 

 

   

 

 

   

 

 

 

Basic income (loss) per share:

        

Continuing operations

   $ .11      $ .32      $ .49      $ .43   

Discontinued operations

     —          (.01     —          .07   

Net income

   $ .11      $ .31      $ .49      $ .50   

Diluted income (loss) per share:

        

Continuing operations

   $ .11      $ .32      $ .49      $ .43   

Discontinued operations

     —          (.01     —          .06   

Net income

   $ .11      $ .31      $ .49      $ .49   

Number of shares used to calculate basic income (loss) per share

     251,730        273,292        262,209        323,018   
  

 

 

   

 

 

   

 

 

   

 

 

 

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

     257,026        278,024        266,712        328,725   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

(a) 2015 consolidated statements of operations reflect reclassifications to conform to the current year presentation.

 

     January 1, 2017      January 3, 2016  
     (Unaudited)      (Audited)  

Balance Sheet Data:

     

Cash and cash equivalents

   $ 198,240       $ 327,216   

Total assets

     3,939,314         4,108,720   

Long-term debt, including current portion

     2,512,282         2,426,113   

Total stockholders’ equity

     527,736         752,914   

 

11


Reconciliation of Net Income to Adjusted EBITDA from Continuing Operations

(In Thousands)

(Unaudited)

 

     Three Months Ended     Twelve Months Ended  
     2016     2015     2016     2015  

Net income

   $ 28,891      $ 85,856      $ 129,624      $ 161,142   

Net loss (income) from discontinued operations

     —          2,825        —          (21,163
  

 

 

   

 

 

   

 

 

   

 

 

 

Income from continuing operations

     28,891        88,681        129,624        139,979   

Provision for income taxes

     21,681        51,741        72,066        94,149   
  

 

 

   

 

 

   

 

 

   

 

 

 

Income from continuing operations before income taxes

     50,572        140,422        201,690        234,128   

Other income, net

     (301     (260     (989     (806

Investment income, net

     (375     (52,035     (723     (52,214

Loss on early extinguishment of debt

     —          —          —          7,295   

Interest expense

     29,319        28,185        114,802        86,067   
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating profit

     79,215        116,312        314,780        274,470   

Plus (less):

        

Depreciation and amortization

     30,248        33,751        122,704        145,051   

System optimization gains, net

     (23,825     (59,258     (71,931     (74,009

Reorganization and realignment costs

     2,217        5,264        10,083        21,910   

Impairment of long-lived assets

     3,250        11,533        16,241        25,001   
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDA from continuing operations

   $ 91,105      $ 107,602      $ 391,877      $ 392,423   
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDA margin

     29.4     23.2     27.3     21.0

 

12


Reconciliation of Income and Diluted Earnings Per Share from Continuing Operations to Adjusted Income and

Adjusted Earnings Per Share from Continuing Operations

(In Thousands Except Per Share Amounts)

(Unaudited)

 

     Three Months Ended  
     2016     2015  

Income from continuing operations

   $ 28,891      $ 88,681   
  

 

 

   

 

 

 

Plus (less):

    

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

     (332     2,029   

System optimization gains, net

     (23,825     (59,258

Reorganization and realignment costs

     2,217        5,264   

Impairment of long-lived assets

     3,250        11,533   

Other than temporary loss on investment

     —          3,150   

Dividend from Arby’s

     —          (54,911
  

 

 

   

 

 

 

Total adjustments

     (18,690     (92,193

Income tax impact on adjustments1

     10,236        36,620   
  

 

 

   

 

 

 

Total adjustments, net of income taxes

     (8,454     (55,573
  

 

 

   

 

 

 

Adjusted income from continuing operations

   $ 20,437      $ 33,108   
  

 

 

   

 

 

 

Diluted earnings per share from continuing operations

   $ .11      $ .32   

Total adjustments per share, net of income taxes

     (.03     (.20
  

 

 

   

 

 

 

Adjusted earnings per share from continuing operations

   $ .08      $ .12   
  

 

 

   

 

 

 
     Twelve Months Ended  
     2016     2015  

Income from continuing operations

   $ 129,624      $ 139,979   
  

 

 

   

 

 

 

Plus (less):

    

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

     2,598        8,607   

System optimization gains, net

     (71,931     (74,009

Reorganization and realignment costs

     10,083        21,910   

Impairment of long-lived assets

     16,241        25,001   

Loss on early extinguishment of debt

     —          7,295   

Other than temporary loss on investment

     —          3,150   

Dividend from Arby’s

     —          (54,911
  

 

 

   

 

 

 

Total adjustments

     (43,009     (62,957

Income tax impact on adjustments1

     19,479        32,799   
  

 

 

   

 

 

 

Total adjustments, net of income taxes

     (23,530     (30,158
  

 

 

   

 

 

 

Adjusted income from continuing operations

   $ 106,094      $ 109,821   
  

 

 

   

 

 

 

Diluted earnings per share from continuing operations

   $ .49      $ .43   

Total adjustments per share, net of income taxes

     (.09     (.10
  

 

 

   

 

 

 

Adjusted earnings per share from continuing operations

   $ .40      $ .33   
  

 

 

   

 

 

 

 

1  The provision for income taxes on “System optimization gains, net” was $12,218 and $28,664 for the three months ended January 1, 2017 and January 3, 2016, respectively, and $30,643 and $41,822 for the twelve months ended January 1, 2017 and January 3, 2016, respectively. The provision for income taxes on “System optimization gains, net” includes the impact of non-deductible goodwill disposed of in connection with our system optimization initiative, changes to state deferred taxes, changes to valuation allowances on state net operating loss carryforwards and adjustments related to prior year tax matters. The provision for income taxes on the dividend from Arby’s was calculated using an effective tax rate of 29.72%. The benefit from income taxes on all other adjustments was calculated using an effective tax rate of 38.6% for the year ended January 1, 2017 and 38.42% for the year ended January 3, 2016.

 

13

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