WENDYS INTERNATIONAL INC
10-Q, 1997-05-09
EATING PLACES
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<PAGE>   1

                                   FORM 10-Q
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

(Mark One)

/X/ QUARTERLY REPORT PURSUANT TO 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
    1934 For the quarterly period ended March 30, 1997

                                       OR

/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934 

For the transition period from               to
                               -------------    --------------

Commission File Number 1-8116

                          WENDY'S INTERNATIONAL, INC.
                          ---------------------------
             (Exact name of Registrant as specified in its charter)

            Ohio                                             31-0785108
            ----                                             ----------
(State or other jurisdiction of                          (I.R.S.  Employer
incorporation or organization)                         Identification Number)

P.O. Box 256, 4288 West Dublin-Granville Road, Dublin, Ohio     43017-0256
- -----------------------------------------------------------     ----------
(Address of principal executive offices)                        (Zip code)

Registrant's telephone number, including area code                614-764-3100
                                                                  ------------

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. YES X NO .

Indicate the number of shares outstanding in each of the issuer's classes of
common stock, as of the latest practicable date.

           Class                            Outstanding at May 2, 1997
           -----                            --------------------------
Common shares, $.10 stated value                 131,337,000 shares

Exhibit index on page 12.


                                    1 of 15
<PAGE>   2

                  WENDY'S INTERNATIONAL, INC. AND SUBSIDIARIES
                                      INDEX

                                                                      Pages
                                                                      -----
PART I:  Financial Information

         Item 1. Financial Statements:

           Consolidated Statement of Income for the quarters
              ended March 30, 1997 and March 31, 1996                   3

           Consolidated Balance Sheet as of March 30, 1997
              and December 29, 1996                                    4-5

           Consolidated Statement of Cash Flows for the
              quarters ended March 30, 1997 and March 31, 1996          6

           Notes to the Consolidated Financial Statements               7

         Item 2. Management's Discussion and Analysis of
                 Financial Condition and Results of
                 Operations                                           8-10

PART II: Other Information

         Item 6.                                                       10

         Signature                                                     11

         Index to Exhibits                                             12

Exhibit 11 - Computation of Net Income Per Common Share                13

Exhibit 99 - Safe Harbor under the Private Securities Litigation     14-15
             Reform Act of 1995


                                       2
<PAGE>   3



                  WENDY'S INTERNATIONAL, INC. AND SUBSIDIARIES
                         PART I: FINANCIAL INFORMATION
                          ITEM 1. FINANCIAL STATEMENTS
                        CONSOLIDATED STATEMENT OF INCOME
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                               (In thousands, except per share data)

                                                               QUARTER ENDED             QUARTER ENDED
                                                               MARCH 30, 1997           MARCH 31, 1996
                                                               --------------           --------------
<S>                                                                 <C>                       <C>
REVENUES
    Retail sales.....................................               $386,125                  $348,728
    Franchise revenues...............................                 72,759                    61,155
                                                                    --------                  --------
                                                                     458,884                   409,883
                                                                    --------                  --------
COSTS AND EXPENSES
    Cost of sales....................................                241,819                   219,840
    Company restaurant operating
      costs..........................................                 95,151                    89,605
    Operating costs..................................                 14,030                    12,474
    General and administrative
      expenses.......................................                 38,474                    32,730
    Depreciation and amortization
      of property and equipment......................                 23,854                    21,351
    Other expenses (income)..........................                  3,622                     (470)
    Interest, net....................................                  1,677                     2,720
                                                                    --------                  --------
                                                                     418,627                   378,250
                                                                    --------                  --------

INCOME BEFORE INCOME TAXES...........................                 40,257                    31,633
INCOME TAXES.........................................                 15,620                    12,179
                                                                    --------                  --------
NET INCOME...........................................               $ 24,637                  $ 19,454
                                                                    ========                  ========

PRIMARY EARNINGS PER COMMON SHARE....................                   $.19                      $.16
                                                                        ====                      ====

FULLY DILUTED EARNINGS PER COMMON SHARE..............                   $.19                      $.16
                                                                        ====                      ====

DIVIDENDS PER COMMON SHARE ..........................                   $.06                      $.06
                                                                        ====                      ====

PRIMARY SHARES.......................................                140,055                   123,191
                                                                    ========                  ========

FULLY DILUTED SHARES.................................                140,090                   131,219
                                                                    ========                  ========
</TABLE>


The accompanying Notes are an integral part of the Consolidated Financial
Statements.

                                       3
<PAGE>   4


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

<TABLE>
<CAPTION>
                                                                   (In thousands)
                                                     MARCH 30, 1997         DECEMBER 29, 1996
                                                     --------------         -----------------
                                                      (Unaudited)
<S>                                                   <C>                       <C>
ASSETS

CURRENT ASSETS
    Cash and cash equivalents.............            $  187,323                $  218,956
    Short-term investments................                 4,388                     4,795
    Accounts receivable, net..............                56,801                    53,250
    Notes receivable, net.................                10,411                    11,003
    Deferred income taxes.................                15,188                    15,760
    Inventories and other.................                36,342                    33,199
                                                      ----------                ----------
                                                         310,453                   336,963
                                                      ----------                ----------

PROPERTY AND EQUIPMENT, AT COST...........             1,793,107                 1,749,902
    Accumulated depreciation and
      amortization........................              (553,482)                 (541,958)
                                                      ----------                ----------
                                                       1,239,625                 1,207,944
                                                      ----------                ----------

COST IN EXCESS OF NET ASSETS
    ACQUIRED, NET.........................                50,808                    51,636
DEFERRED INCOME TAXES.....................                12,688                    12,938
OTHER ASSETS..............................               173,933                   171,953
                                                      ----------                ----------
                                                      $1,787,507                $1,781,434
                                                      ==========                ==========
</TABLE>


The accompanying Notes are an integral part of the Consolidated Financial
Statements.

                                       4
<PAGE>   5



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

<TABLE>
<CAPTION>
                                                                            (In thousands)

                                                               MARCH 30, 1997         DECEMBER 29,1996
                                                               --------------         ----------------
                                                                (Unaudited)
<S>                                                              <C>                       <C>
LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
    Accounts and drafts payable......................            $   74,894              $  108,629
    Accrued expenses:
       Salaries and wages............................                17,519                  24,741
       Taxes.........................................                18,458                  18,502
       Insurance.....................................                29,786                  30,337
       Other.........................................                26,892                  18,874
    Current portion of long-term
       obligations...................................                 6,631                   6,681
                                                                 ----------              ----------
                                                                    174,180                 207,764
                                                                 ----------              ----------
LONG-TERM OBLIGATIONS
    Term debt........................................               197,599                 197,622
    Capital leases...................................                42,442                  44,206
                                                                 ----------              ----------
                                                                    240,041                 241,828
                                                                 ----------              ----------
DEFERRED INCOME TAXES................................                63,792                  62,956
OTHER LONG-TERM LIABILITIES..........................                12,631                  12,114
COMMITMENTS AND CONTINGENCIES
COMPANY-OBLIGATED MANDATORILY REDEEMABLE PREFERRED
SECURITIES OF SUBSIDIARY WENDY'S FINANCING I, HOLDING
SOLELY WENDY'S CONVERTIBLE DEBENTURES................               200,000                 200,000

SHAREHOLDERS' EQUITY
     Preferred stock,
       Authorized:  250,000 shares
     Common stock, $.10 stated value
       Authorized:  200,000,000 shares
       Issued: 114,995,000 and
       113,148,000 shares, respectively..............                11,500                  11,315
    Capital in excess of stated value................               337,768                 312,570
    Retained earnings................................               756,993                 740,311
    Unrealized loss on investments...................                (1,176)                   (969)
    Translation adjustments..........................                (6,510)                 (4,743)
                                                                 ----------              ----------
                                                                  1,098,575               1,058,484
    Treasury stock at cost: 129,000 shares ..........                (1,712)                 (1,712)
                                                                 ----------              ----------
                                                                  1,096,863               1,056,772
                                                                 ----------              ----------
                                                                 $1,787,507              $1,781,434
                                                                 ==========              ==========
</TABLE>

The accompanying Notes are an integral part of the Consolidated Financial
Statements.

                                       5
<PAGE>   6



                  WENDY'S INTERNATIONAL, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                           (In thousands)
                                                               QUARTER ENDED               QUARTER ENDED
                                                               MARCH 30, 1997              MARCH 31, 1996
                                                               --------------              --------------
<S>                                                               <C>                          <C>
NET CASH PROVIDED BY OPERATING
    ACTIVITIES.......................................              $ 42,761                    $ 20,922
                                                                  ---------                    --------
CASH FLOW FROM INVESTING ACTIVITIES
    Proceeds from asset dispositions.................                 6,993                      13,308
    Capital expenditures.............................               (88,330)                    (61,018)
    Acquisition of franchises........................                  (307)                    (17,755)
    Other investing activities.......................                (1,289)                        487
                                                                  ---------                    --------
      Net cash from investing activities.............               (82,933)                    (64,978)
                                                                  ---------                    --------
CASH FLOWS FROM FINANCING ACTIVITIES
    Proceeds from issuance of common stock...........                17,944                       1,448
    Principal payments on long-term
      obligations....................................                (1,528)                    (24,780)
    Dividends paid on common shares..................                (7,877)                     (7,466)
    Payment due officer, net.........................                     -                     (33,244)
                                                                  ---------                    --------
      Net cash from financing activities.............                 8,539                     (64,042)
                                                                  ---------                    --------
DECREASE IN CASH AND CASH
    EQUIVALENTS......................................              (31,633)                    (108,098)
CASH AND CASH EQUIVALENTS AT BEGINNING OF
      PERIOD.........................................               218,956                     206,127
                                                                  ---------                    --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD...........             $ 187,323                    $ 98,029
                                                                  =========                    ======== 

SUPPLEMENTAL DISCLOSURES OF CASH FLOW
   INFORMATION
    Interest paid....................................               $ 3,740                     $ 1,674
    Interest received................................                 5,591                       3,612
    Income taxes paid................................                 2,400                       4,909
    Debt converted to common stock...................                    -                        3,826
    Acquisition of franchises:

    Fair value of assets acquired, net...............                   307                      17,755
    Cash paid........................................                   307                      17,755
    Liabilities assumed..............................                    -                           -
</TABLE>

The accompanying Notes are an integral part of the Consolidated Financial
Statements.

                                       6
<PAGE>   7

                  WENDY'S INTERNATIONAL, INC. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)

NOTE 1. MANAGEMENT'S STATEMENT

     In the opinion of management the accompanying unaudited financial
     statements contain all adjustments (all of which are normal and recurring
     in nature) necessary to present fairly the financial position of Wendy's
     International, Inc. and Subsidiaries (the company) at March 30, 1997 and
     December 29, 1996 and the results of operations and cash flows for the
     quarters ended March 30, 1997 and March 31, 1996. The Notes to the
     Consolidated Financial Statements which are contained in the 1996 Form
     10-K should be read in conjunction with these Consolidated Financial
     Statements.

NOTE 2. ACQUISITIONS AND DISPOSITIONS

     In the first quarter of 1997 and 1996, 36 restaurants were franchised for
     a net pretax gain of $6.7 million and 11 restaurants for a net pretax gain
     of $4.2 million, respectively.

     In the first quarter of 1997 and 1996, the company acquired 31 Rax
     restaurants in Ohio and West Virginia and 40 Roy Rogers restaurants in New
     York and New Jersey, respectively, for conversion to Wendy's restaurants.
     The purchase price was $8.9 million for Rax and $17.8 million for Roy
     Rogers.

NOTE 3. BASIC AND DILUTED EARNINGS PER SHARE

     Financial Accounting Standard No. 128 (FAS 128) "Earnings per Share",
     becomes effective for periods ending after December 15, 1997, which for
     Wendy's will be the fourth quarter. FAS 128 requires the calculation of
     earnings per share (EPS) under two methods, basic and diluted. Basic EPS
     is calculated as income available to common shareholders divided by the
     weighted-average common shares outstanding. Diluted EPS is calculated
     giving effect to all dilutive potential common shares, such as options and
     various convertible securities. Once adopted, FAS 128 requires restatement
     of EPS for all periods presented. The following pro forma information
     presents the first quarter of 1997 and 1996 EPS calculated in accordance
     with FAS 128. In the first quarter there is no difference between the pro
     forma EPS and the currently reported EPS shown on the Consolidated
     Statement of Income.

<TABLE>
<CAPTION>
                                                             (In thousands, except per share data)

                                                           Quarter Ended             Quarter Ended
                                                           March 30, 1997            March 31, 1996
                                                           --------------            --------------
<S>                                                              <C>                       <C>
Income available to common shareholders                          $24,637                   $19,454

Number of shares for computation
  of basic EPS                                                   130,848                   120,431
Pro forma basic EPS                                                 $.19                      $.16
                                                                    ====                      ====
Income for computation of
  diluted EPS                                                    $26,189                   $20,468
Number of shares for computation of
  diluted EPS                                                    140,055                   131,217

Pro forma diluted EPS                                               $.19                      $.16
                                                                    ====                      ====
</TABLE>


                                       7

<PAGE>   8



                  WENDY'S INTERNATIONAL, INC. AND SUBSIDIARIES
           ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS
                             RESULTS OF OPERATIONS

Net income increased 27% to $24.6 million in the first quarter of 1997,
compared to $19.5 million in the first quarter of 1996. Fully diluted earnings
per common share increased 19% to $.19 in 1997 versus $.16 in 1996.

RETAIL SALES

Total retail sales increased 10.7% for the first quarter of 1997 compared to
the first quarter of 1996. This was primarily the result of an increase in
Wendy's domestic average net sales of 9.1%. Sales also increased in Wendy's
international operations and in Hortons' Canadian and domestic operations. In
the prior year, domestic average sales decreased 4.0% as a result of severe
winter weather conditions throughout the first quarter. Selling prices
increased 1.6% in the first quarter of 1997.

Average net sales per domestic Wendy's restaurant for the quarters ended March
30, 1997 and March 31, 1996, were as follows:

<TABLE>
<CAPTION>
                                          First Quarter                %
                                       1997           1996          Increase
                                       ----           ----          --------
            <S>                      <C>            <C>                <C>
            Company..............    $258,350       $236,850           9.1
            Franchise............     234,500        221,850           5.7
            Total Domestic.......     241,000        226,100           6.6
</TABLE>

The number of systemwide restaurants open as of March 30, 1997 and March 31,
1996 was as follows:

<TABLE>
<CAPTION>
                                              1997                    1996
                                              ----                    ----
<S>                                           <C>                    <C>
Company...............................        1,297                  1,318
Franchise.............................        3,695                  3,400
                                              -----                  -----
Total Wendy's.........................        4,992                  4,718
                                              =====                  =====
Total  Hortons .......................        1,421                  1,238
                                              =====                  =====
</TABLE>


COST OF SALES AND RESTAURANT OPERATING COSTS

The domestic company operating margin increased in the first quarter 1997 to
13.0% versus 11.1% for 1996. Wendy's domestic restaurant operating costs were
lower, as a percent of retail sales, in the first quarter 1997 versus 1996
reflecting reduced local and coupon marketing expenditures, higher average
domestic sales and favorable insurance expenses. Domestic Wendy's cost of sales
improved as a percent of sales reflecting the leverage benefit on labor of
significantly higher average sales as well as improved food cost.

                                       8
<PAGE>   9

FRANCHISE REVENUES

Royalties before reserve provisions increased $4.4 million in the first quarter
1997 compared with 1996. This was primarily a result of an increase in
franchise restaurants open and a 5.7% increase in average sales of domestic
Wendy's franchise restaurants. Reserves of $521,000 were provided against
royalties in the first quarter 1997 while no reserves were provided in the
first quarter 1996. Gains from franchising Wendy's restaurants increased $2.5
million and rental income from properties leased to franchisees increased $3.7
million.

OTHER EXPENSES (INCOME)

During the first quarter 1997, charges of $1.5 million were made for an
arbitration decision relating to international operations, $1.2 million for
store closures and $1.2 million in asset write-offs related to restaurant
remodeling and conversion activity.

GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses for the first quarter of 1997 were 8.4% of
total revenues versus 8.0% in 1996. The increase in expense reflected lower
provisions for performance based management bonuses in 1996.

                              FINANCIAL CONDITION

The company's financial condition remains solid at the end of the first quarter
of 1997. The debt to equity and debt to total capitalization ratios were 22%
and 18%, respectively, at March 30, 1997. Cash provided by operating activities
increased from $21 million in 1996 to $43 million in 1997. Capital expenditures
amounted to $88 million for 1997 compared to $61 million for 1996 reflecting
increased restaurant development.

                                    OUTLOOK

The company continues to employ its strategies as outlined in the company's 1996
Annual Report. As was expected, competition in the quick-service restaurant
industry has been intense and will remain so in the foreseeable future. Emphasis
continues to be on solid restaurant operations, new products, effective
marketing, new restaurant development, and the overall financial health of the
entire system. The company believes that its success depends on providing
quality products and everyday value, not in discounting products.  The company
anticipates that approximately 750 new Wendy's and Tim Hortons restaurants will
be opened or under construction systemwide (both company and franchise) during
1997. During the first quarter 1997 there were 128 new restaurants opened with
another 156 under construction. Cash flow from operations, cash and investments
on hand, existing revolving credit agreements and possible asset sales should
adequately provide for projected cash requirements. If additional cash is needed
for future acquisitions of restaurants from franchisees, or for other corporate
purposes, the company believes it would be able to obtain additional cash
through potential bank borrowing or the issuance of securities.

                                       9
<PAGE>   10

                             SAFE HARBOR STATEMENT

Certain information contained in this Form 10-Q, particularly information
regarding future economic performance and finances, plans and objectives of
management, is forward looking. In some cases, information regarding certain
important factors that could cause actual results to differ materially from any
such forward-looking statement appear together with such statement. In
addition, the following factors, in addition to other possible factors not
listed, could affect the company's actual results and cause such results to
differ materially from those expressed in forward-looking statements. These
factors include competition within the quick-service restaurant industry, which
remains extremely intense, both domestically and internationally, with many
competitors pursuing heavy price discounting; changes in economic conditions;
consumer perceptions of food safety; harsh weather, particularly in the first
and fourth quarters; changes in consumer tastes; labor and benefit costs; legal
claims; risks inherent to international development; the continued ability of
the company and its franchisees to obtain suitable locations and financing for
new restaurant development; governmental initiatives such as minimum wage
rates, taxes and possible franchise legislation; and other factors set forth in
Exhibit 99 attached hereto.

                           PART II: OTHER INFORMATION

Item 6.    Exhibits and Reports on Form 8-K.

(a) Index to Exhibits on Page 12.

(b) No report on Form 8-K was filed during the quarter ended March 30, 1997.


                                       10

<PAGE>   11



                  WENDY'S INTERNATIONAL, INC. AND SUBSIDIARIES

                                    SIGNATURE

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

                                           WENDY'S INTERNATIONAL, INC.
                                                    (Registrant)

Date:      5/9/97                          /s/ Frederick R. Reed
         ---------                         ---------------------------
                                           Frederick R. Reed
                                           Chief Financial Officer, General
                                           Counsel and Secretary

                                       11
<PAGE>   12



                  WENDY'S INTERNATIONAL, INC. AND SUBSIDIARIES
                               INDEX TO EXHIBITS

   Exhibit
    Number                  Description                          Page No.
    ------                  -----------                          --------
      11             Computation of Net Income                      13
                         Per Common Share

      99                 Safe Harbor Under                        14-15
                      the Private Securities
                   Litigation Reform Act of 1995


                                       12

<PAGE>   1



                  WENDY'S INTERNATIONAL, INC. AND SUBSIDIARIES
                                   EXHIBIT 11
                   COMPUTATION OF NET INCOME PER COMMON SHARE

<TABLE>
<CAPTION>
                                                                  (In thousands, except per share data)

                                                                  QUARTER ENDED            QUARTER ENDED
                                                                  MARCH 30, 1997           MARCH 31, 1996
                                                                  --------------           --------------
<S>                                                                  <C>                      <C>
Weighted average number
   of common shares outstanding...........................            114,398                  103,981
   Shares issuable pursuant to employee stock option
       plans less shares assumed repurchased at the
       average market price...............................              1,634                    2,760
   Shares issuable upon conversion of company-
       obligated mandatorily redeemable preferred
       securities.........................................              7,573                       -
   Shares issuable upon conversion of exchangeable
       shares.............................................             16,450                   16,450
                                                                     --------                 --------
NUMBER OF SHARES FOR COMPUTATION OF
   PRIMARY EARNINGS PER COMMON SHARE......................            140,055                  123,191
     Add net additional shares issuable pursuant to
       employee stock option plans at period-end
       market price.......................................                 35                       2
     Add additional shares issuable
       assuming conversion of
       subordinated debentures............................                 -                     8,026
                                                                     --------                 --------
NUMBER OF SHARES FOR COMPUTATION OF
   FULLY DILUTED EARNINGS  PER COMMON SHARE...............            140,090                  131,219
                                                                     ========                 ========
Net income ...............................................           $ 24,637                 $ 19,454
   Add distribution savings on assumed conversion of
     company-obligated mandatorily redeemable
     preferred securities, net of tax.....................              1,552                       -
                                                                     --------                 --------
Net income for computation of primary earnings
   per common share.......................................             26,189                   19,454
   Add interest savings on assumed conversion
     of subordinated debentures, net of tax...............                 -                     1,014
                                                                     --------                 --------
Net income for computation of fully diluted
     earnings per common share............................           $ 26,189                 $ 20,468
                                                                     ========                 ========
Net income per common share:
   Assuming primary dilution..............................               $.19                     $.16
                                                                         ====                     ====

   Assuming full dilution.................................               $.19                     $.16
                                                                         ====                     ====
</TABLE>

                                       13


<PAGE>   1

                  WENDY'S INTERNATIONAL, INC. AND SUBSIDIARIES

                                   EXHIBIT 99

     SAFE HARBOR UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

The Private Securities Litigation Reform Act of 1995 (the "Act") provides a
"safe harbor" for forward-looking statements to encourage companies to provide
prospective information about their companies, so long as those statements are
identified as forward looking and are accompanied by meaningful cautionary
statements identifying important factors that could cause actual results to
differ materially from those discussed in the statement. The Company desires to
take advantage of the "safe harbor" provisions of the Act. Certain information,
particularly information regarding future economic performance and finances,
and plans and objectives of management, contained, or incorporated by
reference, in this Form 10-Q is forward looking. In some cases, information
regarding certain important factors that could cause actual results to differ
materially from any such forward-looking statement appear together with such
statement. Also, the following factors, in addition to other possible factors
not listed, could affect the Company's actual results and cause such results to
differ materially from those expressed in forward-looking statements:

Competition. The quick-service restaurant industry is intensely competitive
with respect to price, service, location, personnel, and type and quality of
food.  The Company and its franchisees compete with international, regional and
local organizations primarily through the quality, variety and value perception
of food products offered. The number and location of units, quality and speed
of service, attractiveness of facilities and effectiveness of advertising and
marketing programs are also important factors. The Company anticipates that
intense competition will continue to focus on pricing. Certain of the Company's
competitors have substantially larger marketing budgets.

Economic, Market and Other Conditions. The quick-service restaurant industry is
affected by changes in national, regional and local economic conditions,
consumer preferences and spending patterns, demographic trends, consumer
perceptions of food safety, weather, traffic patterns and the type, number and
location of competing restaurants. Factors such as inflation, food costs, labor
and benefit costs, legal claims, and the availability of management and hourly
employees also affect restaurant operations and administrative expenses. The
ability of the Company and its franchisees to finance new restaurant
development, improvements and additions to existing restaurants and the
acquisition of restaurants from, and sale of restaurants to, franchisees, is
affected by economic conditions, including interest rates and other government
policies impacting land and construction costs and the cost and availability of
borrowed funds.

Importance of Locations. The success of Company and franchised restaurants is
dependent in substantial part on location. There can be no assurance that
current locations will continue to be attractive, as demographic patterns
change. It is possible the neighborhood or economic conditions where
restaurants are located could decline in the future, thus resulting in
potentially reduced sales in those locations.

                                       14
<PAGE>   2

Government Regulation. The Company and its franchisees are subject to various
federal, state and local laws affecting their business. The development and
operation of restaurants depend to a significant extent on the selection and
acquisition of suitable sites, which are subject to zoning, land use,
environmental, traffic and other regulations. Restaurant operations are also
subject to licensing and regulation by state and local departments relating to
health, sanitation and safety standards, federal and state labor laws
(including applicable minimum wage requirements, overtime, working and safety
conditions, and citizenship requirements), federal and state laws which
prohibit discrimination and other laws regulating the design and operation of
facilities, such as the Americans With Disabilities Act of 1990. Changes in
these laws and regulations, particularly increases in applicable minimum wages,
may adversely affect financial results. The operation of the Company's
franchisee system is also subject to regulation enacted by a number of states
and rules promulgated by the Federal Trade Commission. The Company cannot
predict the effect on its operations, particularly on its relationship with
franchisees, of the future enactment of additional legislation regulating the
franchise relationship.

Growth Plans. The Company plans to significantly increase the number of
systemwide Wendy's and Tim Hortons restaurants open or under construction.
There can be no assurance that the Company or its franchisees will be able to
achieve growth objectives or that new restaurants opened or acquired will be
profitable.  The opening and success of restaurants depends on various factors,
including the identification and availability of suitable and economically
viable locations, sales levels at existing restaurants, the negotiation of
acceptable lease or purchase terms for new locations, permitting and regulatory
compliance, the ability to meet construction schedules, the financial and other
development capabilities of franchisees, the ability of the Company to hire and
train qualified management personnel, and general economic and business
conditions.

International Operations. The Company's business outside of the United States
is subject to a number of additional factors, including international economic
and political conditions, differing cultures and consumer preferences, currency
regulations and fluctuations, diverse government regulations and tax systems,
uncertain or differing interpretations of rights and obligations in connection
with international franchise agreements and the collection of royalties from
international franchisees, the availability and cost of land and construction
costs, and the availability of experienced management and appropriate
franchisees and joint venture partners. Although the Company believes it has
developed the support structure required for international growth, there is no
assurance that such growth will occur or that international operations will be
profitable.


                                       15


<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
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                                0
                                          0
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