Triarc Reports Second Quarter and Six Month 2008 Results
* Reuters is not responsible for the content in this press release.
ATLANTA--(Business Wire)--
Triarc Companies, Inc. (NYSE: TRY; TRY.B), the parent company of
Arby's Restaurant Group, Inc., which is the franchisor of the
Arby's(R) restaurant system, announced today the results of operations
for its fiscal second quarter and six months ended June 29, 2008.
Highlights for the 2008 Second Quarter include:
-- Sales increased 4.6% to $291.3 million for Company-owned
restaurants;
-- Same-store sales decreased 3.3% system wide;
-- Franchise revenues increased 1.4% to $21.7 million;
-- Adjusted consolidated EBITDA* of $25.9 million increased 1.2%
from $25.6 million in the second quarter of 2007; and
-- Net loss of $6.9 million, including pre-tax investment loss of
$9.2 million, due primarily to a decline in value of equity
investments, as compared to net loss of $28.0 million for the
second quarter of 2007.
Highlights for the first Six Months of 2008 include:
-- Sales increased 5.1% to $572.9 million for Company-owned
restaurants;
-- Same-store sales decreased 1.8% system wide;
-- Franchise revenues increased 4.4% to $42.9 million;
-- Adjusted consolidated EBITDA* of $50.9 million increased 7.2%
from $47.5 million in the 2007 six-month period; and
-- Net loss of $74.4 million, including investment loss of $75.1
million, due primarily to the loss on Deerfield Capital Corp.
("DFR") common stock distributed to Triarc stockholders on
April 4, 2008, as compared to net loss of $20.9 million for
the first six months of 2007.
* Adjusted consolidated EBITDA excludes 2007 amounts related to
the asset management business which was sold on December 21, 2007 and
corporate restructuring charges for 2007 and 2008. A reconciliation of
Non-GAAP measurements to GAAP results is included below.
Commenting on 2008 second quarter results, Roland Smith, Chief
Executive Officer of Triarc, said: "The Arby's brand stands for high
quality products, which has resulted in higher check average relative
to our competitors. During the second quarter, we did not waiver from
this long-established 'cut above' brand positioning and results were
negatively impacted by the effect of aggressive competitor
discounting. Looking ahead, we believe continued competitor
discounting at the current level is unsustainable given rising
commodity costs and increasing profitability pressure on operators -
we are already seeing reports of competitors re-evaluating the prices
of their value menus. Our plan in the near-term is to be opportunistic
by offering more value-oriented products supported by national
advertising. Longer-term, we believe Arby's will remain well
positioned to deliver superior results due to our unique brand
attributes, loyal customers, supportive franchisee base and strong
operations-centric business model."
Commenting on the pending merger with Wendy's, Smith added: "The
combination of Wendy's and Arby's continues to represent a major
strategic opportunity to create significant long-term value for the
shareholders of both Triarc and Wendy's. We are focused on developing
a comprehensive integration plan and organizational structure that
supports enhanced operating performance at both brands. As I prepare
to assume my chief executive responsibilities at Wendy's post-merger,
I am especially excited about the recent appointments of David Karam,
a long-time Wendy's franchisee, to President of Wendy's, Steve Farrar,
Wendy's current Chief of North American Operations, to Chief Operating
Officer and Ken Calwell, formerly with Domino's Pizza, who will
re-join Wendy's as Chief Marketing Officer, all of which are effective
upon the closing of the merger. The addition of these high-caliber and
well-respected restaurant executives to key leadership roles at
Wendy's marks an important first step toward improving Wendy's
performance and achieving our growth objectives. We remain on track to
close the merger in the second half of 2008 and look forward to
sharing more details on the integration process at that time."
Second Quarter 2008 Results
Consolidated revenues were $313.0 million in the second quarter of
2008 as compared to $300.0 million for the second quarter of 2007,
excluding $16.8 million in asset management and related fees. Due to
the sale of Triarc's asset management business in December 2007, there
was no comparable amount in the current quarter.
Sales for the second quarter of 2008 increased 4.6% to $291.3
million from $278.6 million in the second quarter of 2007, primarily
due to the 88 net Company-owned restaurants added since July 1, 2007,
including 49 net restaurants acquired from franchisees, offset by a
3.7% decrease in same-store sales at Company-owned restaurants during
the quarter.
Franchise revenues for the second quarter of 2008 increased 1.4%
to $21.7 million from $21.4 million for the second quarter of 2007.
Excluding $0.6 million of rental income from properties leased to
franchisees that is included in franchise revenues for the three
months ended June 29, 2008 and not included in 2007, franchise
revenues decreased $0.3 million primarily due to a 3.0% decrease in
same-store sales at franchised restaurants during the current quarter.
Same-store sales at Company-owned restaurants and franchised
restaurants decreased compared to the year-ago quarter primarily due
to a decline in customer traffic related to aggressive price
discounting by competitors during the 2008 second quarter in the
continuing soft economy.
Gross margin (difference between sales and cost of sales divided
by sales) decreased to 24.3% in the second quarter of 2008 from 26.5%
of sales in the second quarter of 2007. The gross margin decreased
primarily due to higher labor costs driven by federal and state
minimum wage increases, increased utility costs as a result of higher
energy costs, as well as the de-leveraging effect of the same-store
sales decreases on other operating costs. Food costs, as a percentage
of sales, were slightly favorable in the second quarter compared to a
year ago due to product and packaging cost savings, mix shifts, as
well as due to the effect of price increases taken since July 2007.
Advertising increased to 8.4% of sales in the second quarter of
2008, from 7.4% of sales in the second quarter of 2007, primarily due
to a quarterly timing shift of media spending. We expect advertising
costs as a percentage of sales on a full year basis in 2008 to remain
relatively flat to 2007, which was 7.1%.
General and administrative expenses decreased 24.8% to $42.1
million in the second quarter of 2008, from $56.0 million in the
second quarter of 2007, primarily due to the elimination of $7.1
million of expenses related to the former asset management business,
as well as $7.1 million of savings related to the consolidation of the
corporate headquarters from New York to Atlanta. General and
administrative expenses in the second quarter of 2008 included
expenses of $1.6 million related to prior year franchise tax
assessments and $3.0 million of merger advisory and public company
services under a service agreement with Trian Fund Management, L.P.
which expires in June 2009. General and administrative expenses are
expected to be lower during the remainder of 2008 as compared to the
same period in 2007 as a result of the completion of the corporate
restructuring and the sale of the asset management business.
Depreciation and amortization decreased $0.7 million reflecting
$2.5 million of expenses incurred in the second quarter of 2007
related to the former asset management business, partially offset by
increases in depreciation and amortization for new restaurants opened
since July 1, 2007. Depreciation and amortization in the second
quarter of 2008 included $1.3 million of non-cash impairment charges
related to 10 underperforming units compared to $0.6 million of such
charges in the second quarter of 2007.
Adjusted consolidated EBITDA of $25.9 million in the second
quarter of 2008 increased 1.2% as compared to adjusted consolidated
EBITDA of $25.6 million in the second quarter of 2007 (see
reconciliation of non-GAAP measurements to GAAP results below).
Investment loss was $9.2 million in the second quarter of 2008
compared to investment income of $17.6 million in the second quarter
of 2007. The 2008 non-restaurant related investment loss was primarily
due to realized and unrealized losses on securities in the investment
portfolio, while investment income from the second quarter of 2007
primarily related to deferred compensation trusts which existed prior
to the corporate restructuring.
The effective tax rate benefit for the second quarter of 2008 was
50%, compared to 57% in the second quarter of 2007. The difference
between the 35% statutory rate and the effective tax rate in 2008 is
principally the result of non-deductible compensation and other
expenses, and state income taxes, net of federal income tax benefit.
Net loss was $6.9 million in the second quarter of 2008 compared
to a net loss of $28.0 million in the second quarter of 2007. Diluted
loss per share was $0.07 for both Class A and Class B common stock,
Series 1, in the second quarter of 2008 compared to diluted loss per
share of $0.30 for Class A and Class B common stock, Series 1, in the
second quarter of 2007.
Strategic Update
Arby's long-established marketing strategy has been to provide
premium quality, hand-carved sandwiches with fresh ingredients as the
foundation for its brand positioning of "Something Different,
Something Better." This unique selling proposition has enabled Arby's
to enjoy a high average check and operating margins that we believe
are among the best in the quick service restaurant industry. Over the
long-term, this core strategy has proven quite successful in producing
superior operating results and return on invested capital.
Current economic conditions have strained the U.S. consumer and
our competitors have responded with aggressive value offerings. As a
result, Arby's customer traffic is down which, in turn, has reduced
operating margins as a result of the de-leveraging effect of
same-store sales decreases. In addition, like all restaurant
companies, Arby's is facing significant increases in commodity and
labor costs from federal and state minimum wage legislation.
Arby's plan for addressing this challenging environment is a
two-tiered marketing and pricing initiative. First, Arby's will
continue to execute its premium quality and pricing strategy to
preserve both brand image and profitability. Second, Arby's will
address affordability with today's price-conscious consumer through a
series of tactical value-oriented product offerings supported by
national advertising as a supplement to the core menu. The objective
of this two-tiered approach is to improve short-term sales and
increase the number of customer visits while allowing Arby's to
continue to deliver its historically high levels of restaurant
profitability over the long-term.
While weak economic conditions may continue to impact our business
near-term, significant progress continues on other long-term growth
strategies. Enhancements to the breakfast menu continue as well as
expansion of the number of Arby's restaurants participating in the
fast-growing day part. Market testing has begun on a business catering
program that leverages the quality of core menu items with the
convenience of office delivery. These key initiatives, in addition to
ongoing menu re-engineering and innovation programs, are designed to
position Arby's for future profitable growth as the second largest
sandwich chain in the quick-service industry.
Growth in the number of Arby's restaurants continues with
approximately 40 new Company-owned and approximately 90 new franchisee
units expected to open during 2008. In addition, Arby's announced
today that it has signed a development agreement with a new franchisee
to open 41 Arby's restaurants in the New York metropolitan market.
Merger Agreement with Wendy's
On April 23, 2008, Triarc entered into a definitive merger
agreement with Wendy's International, Inc. (NYSE: WEN or "Wendy's")
for an all stock transaction in which Wendy's shareholders will
receive 4.25 shares of Triarc's Class A common stock for each share of
Wendy's common stock they own. Under the agreement, Triarc
stockholders will also be asked to approve, among other proposals, the
issuance of Class A common stock to Wendy's shareholders and the
conversion of each share of Triarc Class B common stock, Series 1,
into one share of Triarc Class A common stock, resulting in a
post-merger company with a single class of common stock.
The transaction is subject to customary closing conditions and the
approval of both Triarc stockholders and Wendy's shareholders. There
can be no assurance that the necessary approvals will be obtained,
that the merger will be consummated, or that the anticipated benefits
and synergies will be realized. The transaction is expected to close
during the second half of 2008.
About Triarc
Triarc is a holding company and, through its subsidiary Arby's
Restaurant Group, Inc., is the franchisor of the Arby's(R) restaurant
system. Arby's is the second largest restaurant franchising system in
the sandwich segment of the quick service restaurant industry. As of
June 29, 2008, there were a total of 3,719 Arby's restaurants in the
system, including 1,169 Company-owned and 2,550 franchised locations.
Forward-Looking Statements
This press release contains certain statements that are not
historical facts, including, importantly, information concerning
possible or assumed future results of operations of Triarc Companies,
Inc. and its subsidiaries (collectively "Triarc" or the "Company"),
and those statements preceded by, followed by, or that include the
words "may," "believes," "plans," "expects," "anticipates," or the
negation thereof, or similar expressions, that constitute
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995 (the "Reform Act"). All
statements that address Triarc's operating performance, the pending
merger transaction between Triarc and Wendy's International, Inc.
("Wendy's") or the combined company; expectations with respect to the
future financial or business performance; strategies or expectations;
synergies, efficiencies, overhead savings, costs charges and
capitalization and anticipated financial impacts of the merger
transaction and related transactions; approval of the merger
transaction and related transactions by shareholders; the satisfaction
of the closing conditions to the merger transaction and related
transactions; the timing of the completion of the merger transaction
and related transactions; and other events or developments that are
expected or anticipated to occur in the future, including statements
relating to revenue growth, earnings per share growth, new restaurant
openings or statements expressing general optimism about future
operating results, are forward-looking statements within the meaning
of the Reform Act. The forward-looking statements are based on our
expectations at the time such statements are made, speak only as of
the dates they are made and are susceptible to a number of risks,
uncertainties and other factors. Our actual results, performance and
achievements may differ materially from any future results,
performance or achievements expressed or implied by our
forward-looking statements. For all of our 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 the forward-looking
statements contained herein. 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, (1) changes in the quick
service restaurant industry; (2) prevailing economic, market and
business conditions affecting Triarc and Wendy's, including
competition from other food service providers; (3) conditions beyond
Triarc's or Wendy's control such as weather, natural disasters,
disease outbreaks, epidemics or pandemics impacting Triarc's and/or
Wendy's customers or food supplies or acts of war or terrorism; (4)
changes in the interest rate environment; (5) changes in debt, equity
and securities markets; (6) changes in the costs of commodities and/or
labor; (7) the availability of suitable locations and terms for the
sites designated for development; (8) cost and availability of
capital; (9) adoption of new, or changes in, accounting policies and
practices; and (10) other factors discussed from time to time in
Triarc's and Wendy's news releases, public statements and/or filings
with the SEC, including those identified in the "Risk Factors"
sections of Triarc's and Wendy's Annual and Quarterly Reports on Forms
10-K and 10-Q. Other factors include the possibility that the merger
does not close, including due to the failure to receive required
stockholder/shareholder approvals or the failure of other closing
conditions.
All future written and oral forward-looking statements
attributable to us or any person acting on our behalf are expressly
qualified in their entirety by the cautionary statements contained or
referred to in this press release. New risks and uncertainties arise
from time to time, and it is impossible for us to predict these events
or how they may affect us. We assume no obligation to update any
forward-looking statements after the date of this press release as a
result of new information, future events or developments, except as
required by federal securities laws. In addition, it is our policy
generally not to make any specific projections as to future earnings,
and we do not endorse any projections regarding future performance
that may be made by third parties.
Disclosure Regarding Non-GAAP Financial Measures
EBITDA is used by the Company as a performance measure for
benchmarking against the Company's 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. The Company also uses
adjusted consolidated EBITDA, which excludes 2007 amounts related to
the asset management business which was sold on December 21, 2007 and
excludes corporate relocation and restructuring charges, as an
internal measure of business operating performance. Management
believes adjusted consolidated EBITDA provides a meaningful
perspective of the underlying operating performance of Triarc's
current business. EBITDA and adjusted consolidated EBITDA are not
recognized terms under GAAP. Because all companies do not calculate
EBITDA or similarly titled financial measures in the same way, those
measures may not be consistent with the way the Company calculates
EBITDA. EBITDA and adjusted consolidated EBITDA should not be
considered as alternatives to operating profit or net income (loss).
The Company's presentation of EBITDA, adjusted consolidated EBITDA
and other non-GAAP measures is not intended to replace the
presentation of the Company's financial results in accordance with
GAAP.
Pending Merger
In connection with the pending merger, Triarc has filed with the
SEC, and subsequently amended, a registration statement on Form S-4
(Registration No. 333-151336) containing a preliminary joint proxy
statement/prospectus and other relevant materials. The definitive
joint proxy statement/prospectus will be mailed to the stockholders
and shareholders of Triarc and Wendy's. BEFORE MAKING ANY VOTING
DECISION, TRIARC AND WENDY'S URGE INVESTORS AND SECURITY HOLDERS TO
READ THE DEFINITIVE JOINT PROXY STATEMENT/FINAL PROSPECTUS REGARDING
THE PENDING MERGER WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN
IMPORTANT INFORMATION. You may obtain copies of all documents filed
with the SEC regarding this transaction, free of charge, at the SEC's
website (www.sec.gov). You may also obtain these documents, free of
charge, from Triarc's website (www.triarc.com) under the heading
"Investor Relations" and then under the item "SEC Filings and Annual
Reports". You may also obtain these documents, free of charge, from
Wendy's website (www.wendys.com) under the tab "Investor" and then
under the heading "SEC Filings".
Triarc, Wendy's and their respective directors, executive officers
and certain other members of management and employees may be
soliciting proxies from Triarc and Wendy's stockholders/shareholders
in favor of the stockholder/shareholders approvals required in
connection with the merger. Information regarding the persons who may,
under the rules of the SEC, be considered participants in the
solicitation of the Triarc and Wendy's stockholders/shareholders in
connection with the stockholder/shareholders approvals required in
connection with the pending merger has been set forth in the joint
proxy statement/prospectus filed with the SEC. You can find
information about Triarc's executive officers and directors in the
joint proxy statement/prospectus. You can find information about
Wendy's executive officers and directors in its Amendment No. 1 to its
Annual Report on Form 10-K, filed with the SEC on April 28, 2008. You
can obtain free copies of these documents from Triarc and Wendy's at
the website locations described above.
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*T
Triarc Companies, Inc. and Subsidiaries
Condensed Consolidated Statement of Operations
Second Quarter and Year-to-Date Periods Ended July 1, 2007 and June
29, 2008
Second Quarter Six Months Ended
-------------------- ---------------------
2007 2008 2007 2008
---------- --------- ---------- ----------
(In thousands except per share amounts)
Statement of Operations (Unaudited)
Data:
Revenues:
Sales $ 278,572 $291,340 $ 545,070 $ 572,919
Franchise revenues 21,408 21,674 41,078 42,949
Asset management and
related fees 16,841 - 32,719 -
---------- --------- ---------- ----------
316,821 313,014 618,867 615,868
---------- --------- ---------- ----------
Costs and expenses:
Cost of sales 204,887 220,527 399,859 433,437
Cost of services 6,308 - 13,198 -
Advertising 20,658 24,465 38,387 45,000
General and
administrative 55,975 42,122 113,558 87,033
Depreciation and
amortization 18,404 17,693 34,389 33,686
Facilities relocation
and corporate
restructuring 79,044 (41) 79,447 894
Settlement of
preexisting business
relationships - - - (487)
---------- --------- ---------- ----------
385,276 304,766 678,838 599,563
---------- --------- ---------- ----------
Operating profit
(loss) (68,455) 8,248 (59,971) 16,305
Interest expense (15,286) (13,944) (30,675) (27,435)
Investment income (loss),
net 17,625 (9,199) 40,773 (75,121)
Other income (expense), net 3,158 1,224 4,765 (3,341)
---------- --------- ---------- ----------
Loss from continuing
operations before
income taxes and
minority interests (62,958) (13,671) (45,108) (89,592)
Benefit from income taxes 36,002 6,766 28,559 15,230
Minority interests in
income of consolidated
subsidiaries (1,067) - (4,264) (14)
---------- --------- ---------- ----------
Loss from continuing
operations (28,023) (6,905) (20,813) (74,376)
Loss on disposal of
discontinued operations,
net of income tax benefit - - (149) -
---------- --------- ---------- ----------
Net loss ($28,023) ($6,905) ($20,962) ($74,376)
========== ========= ========== ==========
EBITDA (a) ($50,051) $ 25,941 ($25,582) $ 49,991
========== ========= ========== ==========
Basic and diluted (loss) from continuing operations and
(loss) per share:
Class A and Class B
common stock ($0.30) ($0.07) ($0.23) ($0.80)
Number of shares used to calculate basic and diluted (loss)
per share:
Class A common stock
Basic and diluted 28,821 28,903 28,790 28,902
========== ========= ========== ==========
Class B common stock
Basic and diluted 63,490 63,721 63,389 63,707
========== ========= ========== ==========
*T
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*T
December 30, June 29,
Balance Sheet Data: 2007 2008
------------- ------------
Cash, cash equivalents and investments* $195,630 $123,413
Total assets 1,454,567 1,355,935
Long-term debt 711,531 729,955
Total stockholders' equity 448,874 349,674
*T
* Excludes any investments related to DFR and includes restricted
investments in a managed account of $99,007 and $90,183 at December
30, 2007 and June 29, 2008, respectively.
(a) The calculation of EBITDA and a reconciliation of consolidated
EBITDA to net income (loss) follows:
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*T
Second Quarter Six Months Ended
-------------------- ---------------------
2007 2008 2007 2008
---------- --------- ---------- ----------
(In thousands)
(Unaudited)
Operating profit:
Restaurants $ 24,061 $ 17,264 $ 46,828 $ 34,613
Asset management 934 - 2,615 -
General corporate (93,450) (9,016) (109,414) (18,308)
---------- --------- ---------- ----------
Consolidated
operating profit
(loss) (68,455) 8,248 (59,971) 16,305
---------- --------- ---------- ----------
Plus: depreciation and amortization
Restaurants 14,850 16,603 28,485 31,520
Asset management 2,463 - 3,714 -
General corporate 1,091 1,090 2,190 2,166
---------- --------- ---------- ----------
Consolidated
depreciation and
amortization 18,404 17,693 34,389 33,686
---------- --------- ---------- ----------
EBITDA:
Restaurants 38,911 33,867 75,313 66,133
Asset management 3,397 - 6,329 -
General corporate (92,359) (7,926) (107,224) (16,142)
---------- --------- ---------- ----------
Consolidated EBITDA (50,051) 25,941 (25,582) 49,991
Depreciation and
amortization (18,404) (17,693) (34,389) (33,686)
Interest expense (15,286) (13,944) (30,675) (27,435)
Investment income (loss),
net 17,625 (9,199) 40,773 (75,121)
Other income (expense), net 3,158 1,224 4,765 (3,341)
---------- --------- ---------- ----------
Loss from continuing
operations before
income taxes and
minority interests (62,958) (13,671) (45,108) (89,592)
Benefit from income taxes 36,002 6,766 28,559 15,230
Minority interests in
income of consolidated
subsidiaries (1,067) - (4,264) (14)
---------- --------- ---------- ----------
Loss from continuing
operations (28,023) (6,905) (20,813) (74,376)
Loss on disposal of
discontinued operations,
net of income tax benefit - - (149) -
---------- --------- ---------- ----------
Net loss ($28,023) ($6,905) ($20,962) ($74,376)
========== ========= ========== ==========
*T
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Triarc Companies, Inc. and Subsidiaries
Reconciliation of Adjusted Consolidated EBITDA to Consolidated EBITDA
Second Quarter Six Months Ended
------------------ -------------------
2007 2008 2007 2008
---------- ------- ---------- --------
(In thousands)
(Unaudited)
Adjusted consolidated EBITDA $ 25,596 $25,900 $ 47,536 $50,885
Less: Facilities relocation
and corporate restructuring (79,044) 41 (79,447) (894)
Plus: Asset management EBITDA 3,397 - 6,329 -
---------- ------- ---------- --------
Consolidated EBITDA ($50,051) $25,941 ($25,582) $49,991
========== ======= ========== ========
*T
For Triarc Investors:
Kay Sharpton, 678-514-5292
or
For Media:
Sard Verbinnen & Co.
Carrie Bloom, 212-687-8080
Copyright Business Wire 2008
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