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): August 7, 2014

 

 

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 August 7, 2014, management of The Wendy’s Company (the “Company”) gave a slide presentation during the Company’s fiscal 2014 second 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 August 7, 2014.

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: August 7, 2014     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 August 7, 2014.
Conference call slide presentation materials
©
2013 Oldemark LLC
Second-Quarter 2014
Conference Call
August 7, 2014
Exhibit 99.1

©
2013 Oldemark LLC
DAVID POPLAR
Vice President
Investor Relations
2

Today’s Agenda
CEO Overview
Emil Brolick
Financial Update
Todd Penegor
Q&A
3

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
August
7,
2014
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 August 7, 2014 and posted on
www.aboutwendys.com.
4
Forward-Looking Statements and Non-GAAP Financial Measures

©
2013 Oldemark LLC
EMIL BROLICK
President & CEO
President & CEO
5

©
2013 Oldemark LLC
COMPANY RESTAURANT MARGIN
IMPROVED 110 bps TO 17.8 PERCENT
PLANNED SALE OF ~ 135 RESTAURANTS
IN CANADA LEADS GROWTH INITIATIVE
ACHIEVED EARNINGS GROWTH WITH 418
FEWER COMPANY RESTAURANTS
6
ADJUSTED EBITDA & ADJUSTED EPS
GROWTH IN LINE WITH EXPECTATIONS
STRONG COMPANY-OPERATED SAME-
RESTAURANT SALES OF 3.9 PERCENT

7
Wendy's Second-Quarter 2014 Highlights
2Q 2014
3.9%
2Q 2013
0.4%
Two-year
4.3%
North America Company-Owned
Same-Restaurant Sales

Achieving Consistent Same-Restaurant Sales Growth
8
Improvement of
500+ bps in
second half vs.
first half of Q1
TWO-YEAR:
4.3%
TWO-YEAR:
2.3%
TWO-YEAR:
2.9%
TWO-YEAR:
5.9%
North America Company-Operated Same-Restaurant Sales

Restaurant Margin Improvement Continues
9

SELLING APPROXIMATELY 135 RESTAURANTS
SELLING APPROXIMATELY 135 RESTAURANTS
IN CANADA TO NEW AND EXISTING FRANCHISEES
IN CANADA TO NEW AND EXISTING FRANCHISEES
Grow Canadian Restaurant Base by ~1/3 by 2020
Grow Canadian Restaurant Base by ~1/3 by 2020
Reimage ~60% of Canadian Restaurants by 2020
Reimage ~60% of Canadian Restaurants by 2020
Improve Quality of Earnings Through Increased
Improve Quality of Earnings Through Increased
Rental Income and Royalties
Rental Income and Royalties
10
GOALS:
GOALS:
Leverage turnkey development programs and
Leverage turnkey development programs and
other support services
other support services

PROSPECTIVE BUYERS
•
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

©
2013 Oldemark LLC
TODD PENEGOR
Chief Financial Officer
12

©
2013 Oldemark LLC
2014 Second
Quarter Results
13

14
*See reconciliation of Adjusted EBITDA in the appendix.
Q2 2014 Highlights
SALES
$424.8
$571.2
-25.6
FRANCHISE REVENUES
98.6
79.3
24.3
TOTAL REVENUES
$523.4
$650.5
-19.5
ADJUSTED EBITDA*
$104.2
$102.1
2.1
Q2
2014
Q2
2013
%
Change
(Unaudited)
$ in millions

Q2 2014 Highlights
G&A
$67.0
$74.8
-10.4
OPERATING PROFIT*
63.9
57.0
+12.1
ADJUSTED EPS*
0.09
0.08
+12.5
REPORTED EPS
0.08
0.03
+166.7
Q2
2014
Q2
2013
%
Change
(Unaudited)
$ in millions, except per-share amounts
15
* The 2014 Operating profit results include Facilities action charges (net of benefits) of $0.9 million, compared to $6.4 million in 2013. The 2014 results include Other
operating expense of $4.4 million, primarily related to increased rent expense from real estate subleased to franchisees, compared to $0.4 million in 2013. EPS results
include an effective tax rate of 43.8 percent in the second quarter of 2014 compared to 29.6 percent in the second quarter of 2013. The 2013 EPS results also include a $21.0
million
pretax
charge
from
the
early
extinguishment
of
debt.
See
reconciliation
of
Adjusted
EPS
in
the
appendix.

16
Q2 2014 vs. Q2 2013 –
Adjusted EBITDA
Improved
Quality
of
Earnings:
Adjusted
EBITDA
growth
in
first
full
quarter
after
sale
of
418
U.S.
restaurants
*Includes unfavorable commodities impact of 80 bps
$ in millions

17
Selected Balance Sheet Highlights
Cash
$372
Senior Debt
$1,405
Capital Leases and Other Debt
49
Total Debt
$1,454
TTM Adjusted EBITDA
$379
Total Debt / TTM Adjusted EBITDA
3.8x
Net Debt / TTM Adjusted EBITDA
2.9x
$ in millions
Q2 2014

18
2014 Q2 Year to Date Cash Flow Highlights
Cash Flow from Operations
$81.0
Capital Expenditures
114.5
Beginning Cash Balance
$580.2
Change In Cash
(208.5)
Ending Cash Balance
$371.7
Q2 2014
$ in millions

©
2013 Oldemark LLC
Canadian
Growth Strategy
19

Canadian Growth Strategy
20
Overview of Wendy’s Canada
•
367 total restaurants; 137 Company operated
•
Plan is to sell all Company-operated restaurants in Canada by end of Q1
2015, lowering total system company ownership from 15% to 13%
•
Develops under-scale Canadian presence over an accelerated timeline
•
Furthers system optimization efforts
•
Generates incremental reimaging and development commitments
•
Continues to improve quality of earnings
Strategic rationale

21
•
Reduce ongoing annualized G&A by ~ $8 million
•
Adjusted EBITDA-dilutive by up to $5 million in 2015
•
Adjusted EBITDA-neutral in 2016
•
Adjusted EBITDA-accretive in 2017 and beyond
•
Net income-neutral in 2015
•
Slightly net income-accretive in 2016 and beyond
Expected Outcomes

CASH PRIORITIES
Ended 2014
Q2 with
$372M          
of Cash
•
Image Activation Reimages, including
Increasing Scrape & Rebuilds
Invest in our
Business
•
Generally in line with earnings growth
(subject to Board approval)
Dividend
Growth
•
$100MM share repurchase authorization
through 12/31/15 to manage impact of
stock options and restricted shares
Share
Repurchase

Reaffirming 2014 Adjusted EBITDA and EPS Outlook
Estimates based on Company’s current outlook.
23
Adjusted EBITDA of $390 to $400 million / Adjusted EPS of $0.34 to $0.36
Reaffirming:
•
Company-operated Same-Restaurant Sales growth of 2.5 to 3.5%
•
Reduction in interest expense of approximately $15 million
•
Capital expenditures of $280 to $290 million, including approximately $215
million for Company-operated Image Activation restaurants
•
Company-operated restaurant margin outlook of 16.3 to 16.8 percent
•
Includes significantly higher beef costs in second half
•
Reported effective tax rate of 38 to 40%

Reaffirming 2014 Adjusted EBITDA and EPS Outlook
Estimates based on Company’s current outlook.
24
•
Expect our third-quarter same-restaurant sales growth to be slightly less
than the low end of full-year outlook of 2.5 to 3.5 percent.
•
Continue to anticipate significant year-over-year increase in Image
Activation restaurant closures during 3Q, when reimaging activity reaches
2014 peak. Due to the impact of these restaurant closures, expect year-
over-year 3Q Adjusted EBITDA to be approximately flat.
•
Expect earlier Image Activation closures to benefit 4Q 2014 same-
restaurant sales and Adjusted EBITDA / EPS.
Adjusted EBITDA of $390 to $400 million / Adjusted EPS of $0.34 to $0.36

Image Activation Franchise Adoption Accelerating
2011A
2012A
2013A
2014E
•
Investment: $450,000 to $650,000
•
Sales lifts: 10% to 20%
•
Flow-through: 40%
•
Closure period: Five weeks
•
Scrape and rebuilds: 35
*
HIGHER INVESTMENT CORRELATES WITH
HIGHER SALES LIFTS AND FLOW-THROUGH
25
TOTAL SYSTEM
REIMAGES AND NEW BUILDS
2014 REIMAGE TARGETS*
236
59
10
410-460
200 Company reimages
15 Company new
150-200 Franchise reimages
45 Franchise new
Estimates based on Company’s current outlook. Excludes deferred maintenance. Median cost for U.S. system.

26
On Target For $30 Million In G&A Savings from System Optimization
HIGHER EQUITY COMPENSATION EXPENSE TO PARTIALLY OFFSET SAVINGS
2012 Actual
$288
2014 Estimate
$275
Estimated Savings
$  13
Stock Comp. Increase
$  17
Savings Excl. Stock Comp.
$  30
$ in millions
2014 ESTIMATE vs. 2012 ACTUAL
2014 ESTIMATE vs. 2013 ACTUAL
2013 Actual
$294
2014 Estimate
$275
Estimated Savings
$  19
Stock Comp. Increase
$  11
Savings
Excl.
Stock
Comp.
$
30
COMPANY EXPECTS INCREMENTAL ANNUALIZED G&A REDUCTION OF ~$8 MM
FROM CANADIAN GROWTH INITIATIVE BY BEGINNING OF Q1 2015

Long-Term Outlook
SAME-RESTAURANT SALES
3%+
2015 ADJUSTED EBITDA
ADJUSTED EPS
Growth Rate in
Mid-to-High
Single-Digits
Growth Rate  in Mid-Teens
27
2016 ADJUSTED EBITDA
Growth Rate in
High-Single-Digits
2017 & BEYOND ADJUSTED EBITDA
Growth Rate in
Low-Double Digits
NEW

©
2013 Oldemark LLC
DAVID POPLAR
Vice President
Investor Relations
28

Q&A
29

Appendix
30

Reconciliation
of
Adjusted
EBITDA
to
Net
Income
31
2014
2013
2014
2013
Adjusted EBITDA
104,232
$       
102,086
$       
191,566
$       
179,385
$       
(Less) plus:  
Depreciation and amortization  
(39,495)
         
(38,719)
         
(81,516)
         
(90,516)
         
Facilities action charges (income), net  
(883)
              
(6,377)
           
43,150
          
(9,415)
           
Impairment of long-lived assets  
-
                    
-
                    
(332)
              
-
                    
Operating profit  
63,854
          
56,990
          
152,868
         
79,454
          
Interest expense
(13,130)
         
(18,964)
         
(26,124)
         
(39,928)
         
Loss on early extinguishment of debt
-
                    
(21,019)
         
-
                    
(21,019)
         
Other income (expense), net
857
               
48
                 
1,380
            
(2,223)
           
Income before income taxes and noncontrolling interests
51,581
          
17,055
          
128,124
         
16,284
          
Provision for income taxes   
(22,574)
         
(5,053)
           
(52,814)
         
(2,149)
           
Net income    
29,007
          
12,002
          
75,310
          
14,135
          
Net loss attributable to noncontrolling interests
-
                    
222
               
-
                    
222
               
Net income attributable to The Wendy's Company
29,007
$         
12,224
$         
75,310
$         
14,357
$         
Three Months
Six Months
Reconciliation of Adjusted EBITDA to Net Income
Attributable to The Wendy's Company
(In Thousands)
(Unaudited)

32
Reconciliation of Adjusted Income and Adjusted Earnings Per Share
to Net  Income and Earnings Per Share
Per share
Per share
Adjusted income and adjusted earnings per share
34,217
$         
0.09
$            
31,779
$         
0.08
$            
(Less) plus:    
Depreciation of assets that will be replaced as part of the Image Activation initiative    
(3,369)
           
(0.01)
             
(2,654)
           
(0.01)
             
Facilities action charges, net     
(1,841)
           
(0.00)
(3,986)
           
(0.01)
             
Loss on early extinguishment of debt
-
                    
-
                    
(13,137)
          
(0.03)
             
   Total adjustments     
(5,210)
           
(0.01)
             
(19,777)
          
(0.05)
             
Net income
29,007
           
0.08
              
12,002
           
0.03
              
Net loss attributable to noncontrolling interests
-
                    
-
                    
222
               
0.00
Net income and earnings per share attributable to The Wendy's Company
29,007
$         
0.08
$            
12,224
$         
0.03
$            
    
Per share
Per share
Adjusted income and adjusted earnings per share
60,466
$         
0.16
$            
44,878
$         
0.11
$            
Plus (less):    
Facilities action (income) charges, net     
24,315
           
0.06
              
(5,885)
           
(0.01)
             
Depreciation of assets that will be replaced as part of the Image Activation initiative    
(9,266)
           
(0.02)
             
(11,721)
          
(0.03)
             
Impairment of long-lived assets
(205)
              
(0.00)
-
                    
-
                    
Loss on early extinguishment of debt
-
                    
-
                    
(13,137)
          
(0.03)
             
   Total adjustments     
14,844
           
0.04
              
(30,743)
          
(0.07)
             
Net income
75,310
           
0.20
              
14,135
           
0.04
              
Net loss attributable to noncontrolling interests
-
                    
-
                    
222
               
0.00
Net income and earnings per share attributable to The Wendy's Company
75,310
$         
0.20
$            
14,357
$         
0.04
$            
Reconciliation of Adjusted Income and Adjusted Earnings Per Share to Net Income and
Earnings Per Share Attributable to The Wendy's Company
(In Thousands Except Per Share Amounts)
(Unaudited)
Three Months
Six Months
2014
2013
2014
2013

33