SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) October 23, 1997
TRIARC COMPANIES, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 1-2207 38-0471180
- --------------- ------------ -------------------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
280 Park Avenue
New York, New York 10017
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212) 451-3000
---------------------------------------------
(Former Name or Former Address, if
Changed Since Last Report)
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Item 5. Other Events.
On October 23, 1997, the Registrant issued a press release with respect
to its results of operations for the third quarter of 1997. A copy of the press
release is being filed herewith as an exhibit hereto and is incorporated herein
by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
99.1 Press release dated October 23, 1997
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 hereunto duly authorized.
TRIARC COMPANIES, INC.
Date: October 24, 1997 By: BRIAN L. SCHORR
----------------------------
Brian L. Schorr
Executive Vice President
and General Counsel
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Exhibit Index
Exhibit
No. Description Page No.
- -------- -------------- --------
99.1 Press release dated October 23, 1997
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EXHIBIT 99.1
PRESS RELEASE
FOR IMMEDIATE RELEASE
CONTACT: Martin M. Shea
(212) 451-3030
TRIARC REPORTS PROFITABLE RESULTS FOR ITS THIRD
QUARTER
PREMIUM BEVERAGES RESULTS REFLECT STRONG CONTRIBUTION
FROM SNAPPLE
NEW YORK, New York October 23, 1997 -- Triarc Companies, Inc. (NYSE:TRY)
reported earnings before interest, taxes, depreciation and amortization (EBITDA)
from ongoing operations, of $38.1 million on revenues of $275.0 million, for the
third quarter ended September 28, a 74% increase compared to EBITDA of $21.9
million on revenues of $206.5 million, for the prior year period. Comparability
between nine month periods is not meaningful as results for 1997 reflect
company-owned Arby's restaurant operations only through May 5, 1997, the date of
the sale of all of such company-owned stores, and Snapple's beverage operations
only from May 22, 1997, the date of its acquisition.
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Below is a comparison of revenues and EBITDA, from ongoing operations, for the
third quarter of 1997 and 1996. All of these businesses are wholly-owned except
National Propane which is approximately 57% owned by public investors.
THIRD QUARTER
1996 1997
---- ----
($ IN MILLIONS)
REVENUES EBITDA REVENUES EBITDA
Premium Beverages $ 42.2 $ 7.0 $ 178.4 $ 26.0
Royal Crown 45.1 6.2 33.0 3.1
----- ------ ------- ----
TOTAL BEVERAGE GROUP 87.3 13.2 211.4 29.1
Restaurant Group 73.5 8.1 17.9 10.0
-------- ------- ------- -------
TOTAL CONSUMER GROUP 160.8 21.3 229.3 39.1
C.H. Patrick 18.0 3.0 16.4 2.1
-------- -------- ------- ------
178.8 24.3 245.7 41.2
Unallocated Corporate -- (3.3) -- (4.7)
--------- -------- --------- -------
SUB-TOTAL 178.8 21.0 245.7 36.5
National Propane 27.7 0.9 29.3 1.6
-------- ------- -------- -------
TOTAL $206.5 $21.9 $275.0 $38.1
====== ===== ====== =====
OPERATING RESULTS
Triarc reported net income for the 1997 third quarter of $10.9 million, or $0.35
per share, compared to 1996 net income of $0.4 million, or $0.05 per share,
excluding non-recurring gains on sales of businesses and extraordinary net gains
realized upon early retirement of debt for the 1996 period. Including these
gains, net income was $50.5 million, or $1.60 per share, for the 1996 period.
Triarc reported net income for the first nine months of 1997 of $3.0 million, or
$0.10 per share, compared to 1996 net income of $2.1 million, or $0.07 per
share, excluding non-recurring gains on sales of businesses for the 1996 period,
restructuring and acquisition-related charges for the 1997 period, and
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extraordinary gains and charges realized primarily upon early retirement of debt
for both periods. Including these gains and charges, net loss for the first nine
months of 1997 was $24.4 million, or $0.81 per share, compared to net income of
$40.1 million, or $1.34 per share for the prior year's period.
Nelson Peltz, chairman and chief executive officer of Triarc said "This most
recent period reflects, for a complete quarter, the operations of the Snapple
beverage business and the operations of Arby's solely as a franchise business.
The combination of Snapple and Mistic," Peltz continued, "symbolizes Triarc's
leadership of the premium beverage category. These strong brands will be joined
soon by Stewart's. We continue to build our consumer brand businesses and
enhance shareholder value."
SEGMENT RESULTS
TRIARC BEVERAGE GROUP
Premium Beverages
Triarc's premium beverage operations, comprised of Snapple Beverages and Mistic
Brands, reported EBITDA of $26.0 million for the quarter on revenues of $178.4
million compared to EBITDA of $7.0 million on revenues of $42.2 million for the
comparable period in 1996. For the nine month period, EBITDA was $30.7 million,
excluding non-recurring restructuring and acquisition-related charges, on
revenues of $302.5 million compared to EBITDA of $14.3 million on revenues of
$110.2 million for the comparable period in 1996. Snapple's results are included
only from May 22, 1997, the date of its acquisition.
Reflecting a strong reversal in trends, for the quarter Snapple volumes were
flat, compared to the prior year's period, excluding a 425,000 case give away by
prior ownership that took place during the 1996 third quarter. For the first
five months of 1997, prior to Triarc's acquisition, Snapple had volume erosion
in excess of 20% when compared to volumes for the similar period in 1996. The
improvement in the Snapple volumes for the third quarter can be attributed to
the introduction of new products, and more focus by distributors due to the
change in Snapple's ownership. The new products include an exotic tea line
consisting of Green Tea with lemon, Ginseng Tea and Orange Jasmine Tea, launched
in the third quarter, and Wendy's Tropical Inspiration, the new product
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launched at the end of the second quarter, which continues to have success in
the marketplace.
Mistic, which reported flat volumes for the nine month period, had slightly
lower volumes for the quarter, partly due to a large international order during
the 1996 quarter that was absent in the current period. The Company announced
that subsequent to the quarter, Mistic has introduced two new flavors of Rain
Forest Nectars, Amazon Cherry and Peach Mango, and that both products have been
well received in the marketplace.
Triarc also announced that Cable Car Beverage Corporation, has scheduled a
meeting of its stockholders for November 25, 1997, to vote on the acquisition of
Cable Car by Triarc.
Royal Crown
Triarc's concentrate soft drink company, Royal Crown, reported EBITDA for the
1997 quarter of $3.1 million on revenues of $33.0 million compared to EBITDA of
$6.2 million on revenues of $45.1 million for the comparable period in 1996. For
the nine month period, EBITDA, excluding non-recurring restructuring charges,
was $16.7 million on revenues of $113.7 million compared to EBITDA of $18.0
million on revenues of $139.5 million for the comparable period in 1996.
For the quarter, domestic branded soft drink volumes were down 11%, as
competition continued to price their products aggressively in the marketplace.
Royal Crown has chosen not to pursue an aggressive pricing strategy, but rather
has continued to market product in areas where it has been historically
successful as well as to match its marketing spend with performance. Royal Crown
further stated that its international business continues to grow and its private
label business continues to be a strong contributor.
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TRIARC RESTAURANT GROUP
Arby's reported EBITDA for the quarter of $10.0 million on revenues of $17.9
million compared to EBITDA of $8.1 million on revenues of $73.5 million for the
comparable period in 1996. For the nine month period, EBITDA, excluding
non-recurring restructuring charges, was $25.4 million on revenues of $121.8
million compared to EBITDA of $23.5 million on revenues of $213.2 million for
the comparable period in 1996.
Triarc indicated that comparisons between periods are not meaningful as results
for the 1997 period reflect company-owned Arby's restaurants operations only
through May 5, 1997, the date on which Triarc completed the sale to the RTM
Restaurant Group of its 355 company-owned Arby's stores. This transaction has
allowed Arby's to focus on franchising new Arby's stores as well as offering
complementary product lines such as P.T. Noodle's and T. J. Cinnamons into the
system.
The Company reported that during the quarter it added 14 stores to the Arby's
system bringing the year-to-date total to 65 new stores. As a result of these
additions, Arby's now has approximately 3,060 stores in the system. Arby's plans
to have approximately 50 additional stores opened by its franchisees by the end
of the year.
Arby's further reported that its franchisees now have nearly 50 units offering
T.J. Cinnamons, its breakfast and daytime snack concept, and have plans to add
approximately 60 additional units by the end of this year. These stores are
continuing to show incremental sales increases in excess of $50,000 per store on
an annualized basis.
RMI, one of the larger Arby's franchisees, has opened eight P.T. Noodle's dual
concept stores in the Cincinnati and Chattanooga markets and early results are
promising. The Company believes that pasta is one of the fastest growing food
concepts, and like cinnamon rolls, is under represented in the quick service
restaurant category and adds potential for the dinner daypart.
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C.H. Patrick
Triarc's specialty dyes and chemicals producer for the textile industry, C.H.
Patrick, reported EBITDA for the quarter of $2.1 million on revenues of $16.4
million compared to EBITDA of $3.0 million on revenues of $18.0 million for the
comparable period in 1996. For the nine month period, EBITDA was $6.0 million on
revenues of $50.5 million compared to EBITDA of $9.3 million on revenues of
$55.0 million for the comparable period in 1996. These results continue to
reflect price competition and the softness in business conditions of key
segments of the textile industry serviced by Patrick.
National Propane
National Propane, which markets liquefied petroleum gas, reported EBITDA for the
quarter of $1.6 million on revenues of $29.3 million compared to EBITDA of $0.9
million on revenues of $27.7 million for the comparable period in 1996. For the
nine month period, EBITDA was $15.8 million on revenues of $118.0 million
compared to EBITDA of $16.7 million on revenues of $116.0 million for the
comparable period in 1996.
Triarc anticipates annualized sales of nearly $1 billion through its consumer
brands in beverages (Snapple, Mistic and Royal Crown) and restaurants (Arby's).
In addition, Triarc expects to have annual sales of approximately $70 million in
specialty dyes and chemicals (C.H. Patrick) and has an equity interest in
liquefied petroleum gas (National Propane) with expected annual sales of
approximately $175 million.
# # #
Table To Follow
Notes To Follow
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TRIARC COMPANIES, INC.
CONDENSED CONSOLIDATED STATEMENT OF EARNINGS
QUARTER ENDED SEPTEMBER 30, 1996 AND SEPTEMBER 28, 1997 (A)
1996 1997
---- ----
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
Revenues $ 206,447 $ 275,001
========== ==========
Ongoing operations
Earnings before interest, taxes,
depreciation and amortization $ 21,952 $ 38,063
Depreciation and amortization (10,608) (12,586)
---------- ----------
11,344 25,477
Restructuring charges -- --
Acquisition related charges -- --
Textile business sold 41 --
---------- ---------
11,385 25,477
Interest expense (16,513) (20,844)
Investment income 2,446 6,428
Other income, net 77,336 (b) 1,451
---------- ---------
Income before taxes 74,654 12,512
Provision for income taxes (29,091) (3,520)
Minority interests in loss of
consolidated subsidiary 1,769 (c) 1,948 (c)
---------- ----------
Income before extraordinary items 47,332 10,940
Extraordinary items 3,122 (d) --
---------- ---------
Net income $ 50,454 $ 10,940
========== ==========
Income per share:
From operations $ .05 (e) $ .35 (e)
Sale of businesses 1.45 (b) --
Extraordinary items .10 (d) --
---------- ---------
Net income $ 1.60 $ .35
========== ==========
Weighted average shares 32,405 (e) 32,790 (e)
========== ==========
(a) Effective January 1, 1997 the Company changed its fiscal year to a year
consisting of 52 or 53 weeks ending on the Sunday closest to December 31
from a calendar year. The third quarter of 1997 commenced on June 30,
1997 and ended on September 28, 1997.
(b) Includes non-recurring items of (i) a pretax gain of $83.4 million
($50.9 million after tax or $1.57 per share) associated with the sale of
a 56% interest in the Company's propane business, (ii) pretax losses of
$3.5 million ($2.2 million after tax or $0.07 per share) associated with
the sale of the Company's textile business and (iii) a pretax loss of
$2.8 million ($1.8 million after tax or $0.05 per share) associated with
the write-down of an affiliate.
(c) Represents the 56% and 57% minority interests in the net losses of the
Company's propane operations for the three months ended September 30,
1996 and September 28, 1997 respectively; such interests were sold
principally in July 1996.
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(d) Represents a gain from the early extinguishment of debt at a discount
less the write-off of deferred debt costs associated with the early
extinguishment of debt and prepayment penalties.
(e) The weighted average shares include 2.5 million shares in 1996 and 2.8
million shares in 1997 for the effect of dilutive stock options. The net
earnings for earnings per share purposes have been increased by $1.3
million ($0.04 per share) in 1996 and $0.4 million ($0.01 per share) in
1997 from the assumed reduction in interest expense resulting from the
utilization of the proceeds from the assumed exercise of stock options
to repurchase debt and reduce interest expense.
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TRIARC COMPANIES, INC.
CONDENSED CONSOLIDATED STATEMENT OF EARNINGS
NINE MONTHS ENDED SEPTEMBER 30, 1996 AND SEPTEMBER 28, 1997 (A)
1996 1997
---- ----
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
Revenues:
Ongoing operations $ 633,808 $ 706,524
Textile business sold 148,009 --
---------- ---------
$ 781,817 $ 706,524
========== ==========
Ongoing operations
Earnings before interest, taxes,
depreciation and amortization $ 78,424 $ 83,154
Depreciation and amortization (31,028) (29,122)
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47,396 54,032
Restructuring charges -- (7,458)(b)
Acquisition related charges -- (32,434)(c)
Textile business sold 7,119 --
---------- --------
54,515 14,140
Interest expense (57,576) (54,807)
Investment income 4,477 10,928
Other income, net 77,102 (d) 3,863
---------- ----------
Income (loss) before taxes 78,518 (25,876)
Benefit from (provision for) income taxes (34,753) 5,693
Minority interests in (income) loss of
consolidated subsidiary 1,769 (e) (1,223)(e)
---------- ----------
Income (loss) before extraordinary items 45,534 (21,406)
Extraordinary items (5,416)(f) (2,954)(f)
---------- ----------
Net income (loss) $ 40,118 $ (24,360)
========== ==========
Income (loss) per share:
From operations $ .07 $ (.71)
Sale of businesses 1.45 (d) --
Extraordinary items (.18)(f) (.10)(f)
---------- ----------
Net income (loss) $ 1.34 $ (.81)
========== ==========
Weighted average shares 29,906 29,959
========== ==========
(a) Effective January 1, 1997 the Company changed its fiscal year to a year
consisting of 52 or 53 weeks ending on the Sunday closest to December 31
from a calendar year.
(b) Represents restructuring charges ($4.6 million after tax or $0.15 per
share) relating to the sale of company-owned restaurants and the
relocation of Royal Crown to the White Plains headquarters of Mistic and
Snapple.
(c) Represents charges related to the acquisition of Snapple ($19.8 million
after tax or $0.66 per share).
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(d) Includes non-recurring items of (i) a pretax gain of $83.4 million
($50.9 million after tax or $1.70 per share) associated with the sale of
a 56% interest in the Company's propane business, (ii) pretax losses of
$4.0 million ($5.7 million after tax or $0.19 per share) associated with
the sale of the Company's textile business and (iii) a pretax loss of
$2.8 million ($1.8 million after tax or $0.06 per share) associated with
the write-down of an affiliate.
(e) Represents the 56% and 57% minority interests in the net (income) loss
of the Company's propane operations for the three months ended September
30, 1996 and the nine months ended September 28, 1997 respectively; such
interests were sold principally in July 1996.
(f) Represents the write-off of deferred debt costs and discount associated
with the early extinguishment of debt and prepayment penalties, as
applicable, less, in 1996, an after tax gain from the early
extinguishment of other debt at a discount.
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NOTES TO EARNINGS RELEASE
1. The statements in this press release that are not historical facts constitute
"forward-looking statements" that involve risks, uncertainties and other factors
which may cause actual results to be materially different from those set forth
in the forward-looking statements. Such factors include, but are not limited to,
the following: general economic and business conditions; competition; success of
operating initiatives; development and operating costs; advertising and
promotional efforts; brand awareness; the existence or absence of adverse
publicity; acceptance of new product offerings; changing trends in consumer
tastes; the success of multi-branding; availability, locations and terms of
sites for restaurant development; changes in business strategy or development
plans; quality of management; availability, terms and deployment of capital;
business abilities and judgment of personnel; availability of qualified
personnel; labor and employee benefit costs; availability and cost of raw
materials and supplies; changes in, or failure to comply with, government
regulations; regional weather conditions; changes in wholesale propane prices;
fashion, apparel and other textile industry trends; import protection and
regulation; construction schedules; the costs and other effects of legal and
administrative proceedings and other risks and uncertainties detailed in
Triarc's Securities and Exchange Commission filings.
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