Price Graph
Price
Yield
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(X)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
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( )
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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38-0471180
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer Identification No.)
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1155 Perimeter Center West, Atlanta, GA
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30338
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(Address of principal executive offices)
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(Zip Code)
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Delaware
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38-0471180
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer Identification No.)
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1155 Perimeter Center West, Atlanta, GA
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30338
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(Address of principal executive offices)
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(Zip Code)
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||||
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Page
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Wendy’s/Arby’s Group, Inc. and Subsidiaries
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Wendy’s/Arby’s Restaurants, LLC and Subsidiaries
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Wendy’s/Arby’s Group, Inc. and Subsidiaries and Wendy’s/Arby’s Restaurants, LLC and
Subsidiaries |
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April 3, 2011
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January 2, 2011
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||||
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ASSETS
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(Unaudited)
|
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||||
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Current assets:
|
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|
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||||
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Cash and cash equivalents
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$
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500,061
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|
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$
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512,508
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Accounts and notes receivable
|
84,623
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|
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84,258
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||
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Inventories
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23,112
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22,694
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||
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Prepaid expenses and other current assets
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53,783
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24,386
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||
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Deferred income tax benefit
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54,996
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34,389
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Advertising funds restricted assets
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85,478
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76,553
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||
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Total current assets
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802,053
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|
754,788
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||
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Properties
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1,519,962
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|
|
1,551,261
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||
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Other intangible assets
|
1,351,418
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|
1,358,574
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||
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Goodwill
|
888,095
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883,644
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||
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Investments
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109,941
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107,223
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Deferred costs and other assets
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69,272
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|
77,164
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Total assets
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$
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4,740,741
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$
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4,732,654
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||||
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LIABILITIES AND STOCKHOLDERS’ EQUITY
|
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Current liabilities:
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Current portion of long-term debt
|
$
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17,350
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$
|
18,415
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Accounts payable
|
68,745
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|
|
81,361
|
|
||
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Accrued expenses and other current liabilities
|
240,519
|
|
|
245,157
|
|
||
|
Advertising funds restricted liabilities
|
85,478
|
|
|
76,553
|
|
||
|
Total current liabilities
|
412,092
|
|
|
421,486
|
|
||
|
Long-term debt
|
1,526,674
|
|
|
1,553,987
|
|
||
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Deferred income
|
39,745
|
|
|
11,460
|
|
||
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Deferred income taxes
|
430,189
|
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|
412,293
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|
||
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Other liabilities
|
164,928
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|
|
170,254
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|
||
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Commitments and contingencies
|
|
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|
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Stockholders’ equity:
|
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Common stock
|
47,042
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47,042
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Additional paid-in capital
|
2,774,276
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2,771,126
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Accumulated deficit
|
(422,257
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)
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(412,464
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)
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Common stock held in treasury, at cost
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(246,568
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)
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(249,547
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)
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Accumulated other comprehensive income
|
14,620
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|
7,017
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Total stockholders’ equity
|
2,167,113
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2,163,174
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Total liabilities and stockholders’ equity
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$
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4,740,741
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$
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4,732,654
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Three Months Ended
|
||||||
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April 3, 2011
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April 4, 2010
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||||
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(Unaudited)
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||||||
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Revenues:
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||||
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Sales
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$
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756,496
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$
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748,197
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Franchise revenues
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91,328
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89,250
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847,824
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837,447
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Costs and expenses:
|
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Cost of sales
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659,788
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641,422
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General and administrative
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103,627
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110,482
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Depreciation and amortization
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43,125
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46,326
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Impairment of long-lived assets
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9,612
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11,601
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Other operating expense, net
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1,032
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1,283
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817,184
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811,114
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Operating profit
|
30,640
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26,333
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Interest expense
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(34,328
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)
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(36,278
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)
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Other income, net
|
323
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1,408
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Loss before income taxes
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(3,365
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)
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(8,537
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)
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Benefit from income taxes
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1,956
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5,137
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Net loss
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$
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(1,409
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)
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$
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(3,400
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)
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||||
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Basic and diluted loss per share:
|
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$ .00
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$
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(.01
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)
|
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||||
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Dividends per share:
|
$
|
.02
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$
|
.015
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|
|
Three Months Ended
|
||||||
|
|
April 3, 2011
|
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April 4, 2010
|
||||
|
|
(Unaudited)
|
||||||
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Cash flows from operating activities:
|
|
|
|
||||
|
Net loss
|
$
|
(1,409
|
)
|
|
$
|
(3,400
|
)
|
|
Adjustments to reconcile net loss to net cash provided by operating
activities:
|
|
|
|
|
|
||
|
Depreciation and amortization
|
43,125
|
|
|
46,326
|
|
||
|
Net receipt of deferred vendor incentives
|
29,357
|
|
|
31,067
|
|
||
|
Impairment of long-lived assets
|
9,612
|
|
|
11,601
|
|
||
|
Share-based compensation provision
|
3,241
|
|
|
3,519
|
|
||
|
Distributions received from joint venture
|
3,113
|
|
|
2,968
|
|
||
|
Write-off and amortization of deferred financing costs
|
2,151
|
|
|
1,701
|
|
||
|
Accretion of long-term debt
|
2,130
|
|
|
2,715
|
|
||
|
Non-cash rent expense
|
1,807
|
|
|
2,879
|
|
||
|
Provision for doubtful accounts
|
903
|
|
|
2,600
|
|
||
|
Equity in earnings in joint venture
|
(2,363
|
)
|
|
(1,850
|
)
|
||
|
Deferred income tax benefit, net
|
(2,900
|
)
|
|
(8,546
|
)
|
||
|
Other, net
|
273
|
|
|
1,236
|
|
||
|
Changes in operating assets and liabilities:
|
|
|
|
||||
|
Accounts and notes receivable
|
2,342
|
|
|
1,762
|
|
||
|
Inventories
|
(370
|
)
|
|
1,295
|
|
||
|
Prepaid expenses and other current assets
|
(8,676
|
)
|
|
(5,300
|
)
|
||
|
Accounts payable
|
4,234
|
|
|
(13,025
|
)
|
||
|
Accrued expenses and other current liabilities
|
(33,107
|
)
|
|
(42,307
|
)
|
||
|
Net cash provided by operating activities
|
53,463
|
|
|
35,241
|
|
||
|
Cash flows from investing activities:
|
|
|
|
|
|
||
|
Capital expenditures
|
(28,568
|
)
|
|
(27,143
|
)
|
||
|
Business acquisition
|
(2,900
|
)
|
|
—
|
|
||
|
Other, net
|
300
|
|
|
2,958
|
|
||
|
Net cash used in investing activities
|
(31,168
|
)
|
|
(24,185
|
)
|
||
|
Cash flows from financing activities:
|
|
|
|
|
|
||
|
Repayments of long-term debt
|
(30,211
|
)
|
|
(10,216
|
)
|
||
|
Dividends paid
|
(8,374
|
)
|
|
(6,653
|
)
|
||
|
Proceeds from stock option exercises
|
2,902
|
|
|
939
|
|
||
|
Repurchases of common stock
|
—
|
|
|
(80,842
|
)
|
||
|
Other, net
|
(18
|
)
|
|
23
|
|
||
|
Net cash used in financing activities
|
(35,701
|
)
|
|
(96,749
|
)
|
||
|
Net cash used in operations before effect of exchange rate
|
|
|
|
||||
|
changes on cash
|
(13,406
|
)
|
|
(85,693
|
)
|
||
|
Effect of exchange rate changes on cash
|
959
|
|
|
1,258
|
|
||
|
Net decrease in cash and cash equivalents
|
(12,447
|
)
|
|
(84,435
|
)
|
||
|
Cash and cash equivalents at beginning of period
|
512,508
|
|
|
591,719
|
|
||
|
Cash and cash equivalents at end of period
|
$
|
500,061
|
|
|
$
|
507,284
|
|
|
|
Three Months Ended
|
||||||
|
|
April 3, 2011
|
|
April 4, 2010
|
||||
|
|
(Unaudited)
|
||||||
|
Supplemental cash flow information:
|
|
|
|
|
|
||
|
Cash paid during the period for:
|
|
|
|
|
|
||
|
Interest
|
$
|
41,721
|
|
|
$
|
43,375
|
|
|
Income taxes, net of refunds
|
$
|
2,884
|
|
|
$
|
6,062
|
|
|
|
April 3, 2011
|
|
January 2, 2011
|
||||
|
ASSETS
|
(Unaudited)
|
|
|
||||
|
Current assets:
|
|
|
|
||||
|
Cash and cash equivalents
|
$
|
181,300
|
|
|
$
|
198,686
|
|
|
Accounts and notes receivable
|
83,854
|
|
|
83,352
|
|
||
|
Inventories
|
23,112
|
|
|
22,694
|
|
||
|
Prepaid expenses and other current assets
|
52,922
|
|
|
24,032
|
|
||
|
Deferred income tax benefit
|
43,274
|
|
|
45,067
|
|
||
|
Advertising funds restricted assets
|
85,478
|
|
|
76,553
|
|
||
|
Total current assets
|
469,940
|
|
|
450,384
|
|
||
|
Properties
|
1,511,019
|
|
|
1,541,853
|
|
||
|
Other intangible assets
|
1,351,418
|
|
|
1,358,574
|
|
||
|
Goodwill
|
893,372
|
|
|
888,921
|
|
||
|
Investments
|
105,121
|
|
|
102,406
|
|
||
|
Deferred costs and other assets
|
68,339
|
|
|
74,559
|
|
||
|
Total assets
|
$
|
4,399,209
|
|
|
$
|
4,416,697
|
|
|
|
|
|
|
||||
|
LIABILITIES AND INVESTED EQUITY
|
|
|
|
|
|
||
|
Current liabilities:
|
|
|
|
|
|
||
|
Current portion of long-term debt
|
$
|
16,072
|
|
|
$
|
17,047
|
|
|
Accounts payable
|
67,912
|
|
|
81,148
|
|
||
|
Accrued expenses and other current liabilities
|
239,574
|
|
|
244,300
|
|
||
|
Advertising funds restricted liabilities
|
85,478
|
|
|
76,553
|
|
||
|
Total current liabilities
|
409,036
|
|
|
419,048
|
|
||
|
Long-term debt
|
1,515,728
|
|
|
1,542,684
|
|
||
|
Due to Wendy’s/Arby’s
|
17,486
|
|
|
30,808
|
|
||
|
Deferred income
|
39,745
|
|
|
11,460
|
|
||
|
Deferred income taxes
|
476,526
|
|
|
478,472
|
|
||
|
Other liabilities
|
152,440
|
|
|
157,595
|
|
||
|
Commitments and contingencies
|
|
|
|
|
|
||
|
Invested equity:
|
|
|
|
||||
|
Member interest, $0.01 par value; 1,000 shares authorized, one share
issued and outstanding
|
—
|
|
|
—
|
|
||
|
Other capital
|
2,426,458
|
|
|
2,423,459
|
|
||
|
Accumulated deficit
|
(498,475
|
)
|
|
(499,500
|
)
|
||
|
Advances to Wendy’s/Arby’s
|
(155,000
|
)
|
|
(155,000
|
)
|
||
|
Accumulated other comprehensive income
|
15,265
|
|
|
7,671
|
|
||
|
Total invested equity
|
1,788,248
|
|
|
1,776,630
|
|
||
|
Total liabilities and invested equity
|
$
|
4,399,209
|
|
|
$
|
4,416,697
|
|
|
|
Three Months Ended
|
||||||
|
|
April 3, 2011
|
|
April 4, 2010
|
||||
|
|
(Unaudited)
|
||||||
|
Revenues:
|
|
|
|
||||
|
Sales
|
$
|
756,496
|
|
|
$
|
748,197
|
|
|
Franchise revenues
|
91,328
|
|
|
89,250
|
|
||
|
|
847,824
|
|
|
837,447
|
|
||
|
Costs and expenses:
|
|
|
|
|
|
||
|
Cost of sales
|
659,788
|
|
|
641,422
|
|
||
|
General and administrative
|
100,276
|
|
|
108,760
|
|
||
|
Depreciation and amortization
|
42,660
|
|
|
45,860
|
|
||
|
Impairment of long-lived assets
|
9,612
|
|
|
11,601
|
|
||
|
Other operating expense, net
|
977
|
|
|
1,550
|
|
||
|
|
813,313
|
|
|
809,193
|
|
||
|
Operating profit
|
34,511
|
|
|
28,254
|
|
||
|
Interest expense
|
(34,101
|
)
|
|
(35,939
|
)
|
||
|
Other income, net
|
283
|
|
|
495
|
|
||
|
Income (loss) before income taxes
|
693
|
|
|
(7,190
|
)
|
||
|
Benefit from income taxes
|
332
|
|
|
4,630
|
|
||
|
Net income (loss)
|
$
|
1,025
|
|
|
$
|
(2,560
|
)
|
|
|
Three Months Ended
|
||||||
|
|
April 3, 2011
|
|
April 4, 2010
|
||||
|
|
(Unaudited)
|
||||||
|
Cash flows from operating activities:
|
|
|
|
||||
|
Net income (loss)
|
$
|
1,025
|
|
|
$
|
(2,560
|
)
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating
activities: |
|
|
|
||||
|
Depreciation and amortization
|
42,660
|
|
|
45,860
|
|
||
|
Net receipt of deferred vendor incentives
|
29,357
|
|
|
31,067
|
|
||
|
Impairment of long-lived assets
|
9,612
|
|
|
11,601
|
|
||
|
Distributions received from joint venture
|
3,113
|
|
|
2,968
|
|
||
|
Share-based compensation provision
|
2,999
|
|
|
3,307
|
|
||
|
Write-off and amortization of deferred financing costs
|
2,148
|
|
|
1,695
|
|
||
|
Accretion of long-term debt
|
2,130
|
|
|
2,715
|
|
||
|
Non-cash rent expense
|
1,807
|
|
|
2,879
|
|
||
|
Provision for doubtful accounts
|
903
|
|
|
2,600
|
|
||
|
Deferred income tax benefit, net
|
(336
|
)
|
|
(3,433
|
)
|
||
|
Other operating transactions with Wendy’s/Arby’s
|
(662
|
)
|
|
(3,624
|
)
|
||
|
Tax sharing payable to Wendy’s/ Arby’s, net
|
(914
|
)
|
|
(4,627
|
)
|
||
|
Equity in earnings in joint venture
|
(2,363
|
)
|
|
(1,850
|
)
|
||
|
Tax sharing payment to Wendy’s/ Arby’s
|
(13,078
|
)
|
|
—
|
|
||
|
Other, net
|
429
|
|
|
1,596
|
|
||
|
Changes in operating assets and liabilities:
|
|
|
|
||||
|
Accounts and notes receivable
|
2,206
|
|
|
2,041
|
|
||
|
Inventories
|
(370
|
)
|
|
1,295
|
|
||
|
Prepaid expenses and other current assets
|
(8,497
|
)
|
|
(5,319
|
)
|
||
|
Accounts payable
|
3,614
|
|
|
(11,959
|
)
|
||
|
Accrued expenses and other current liabilities
|
(33,180
|
)
|
|
(39,189
|
)
|
||
|
Net cash provided by operating activities
|
42,603
|
|
|
37,063
|
|
||
|
Cash flows from investing activities:
|
|
|
|
||||
|
Capital expenditures
|
(28,568
|
)
|
|
(27,143
|
)
|
||
|
Business acquisition
|
(2,900
|
)
|
|
—
|
|
||
|
Other, net
|
303
|
|
|
2,432
|
|
||
|
Net cash used in investing activities
|
(31,165
|
)
|
|
(24,711
|
)
|
||
|
Cash flows from financing activities:
|
|
|
|
||||
|
Repayments of long-term debt
|
(29,765
|
)
|
|
(4,849
|
)
|
||
|
Dividends paid to Wendy’s/ Arby’s
|
—
|
|
|
(112,000
|
)
|
||
|
Other, net
|
(18
|
)
|
|
161
|
|
||
|
Net cash used in financing activities
|
(29,783
|
)
|
|
(116,688
|
)
|
||
|
Net cash used in operations before effect of exchange rate
|
|
|
|
||||
|
changes on cash
|
(18,345
|
)
|
|
(104,336
|
)
|
||
|
Effect of exchange rate changes on cash
|
959
|
|
|
1,258
|
|
||
|
Net decrease in cash and cash equivalents
|
(17,386
|
)
|
|
(103,078
|
)
|
||
|
Cash and cash equivalents at beginning of period
|
198,686
|
|
|
538,864
|
|
||
|
Cash and cash equivalents at end of period
|
$
|
181,300
|
|
|
$
|
435,786
|
|
|
|
Three Months Ended
|
||||||
|
|
April 3, 2011
|
|
April 4, 2010
|
||||
|
|
(Unaudited)
|
||||||
|
Supplemental cash flow information:
|
|
|
|
||||
|
Cash paid during the period for:
|
|
|
|
||||
|
Interest
|
$
|
41,449
|
|
|
$
|
42,838
|
|
|
Income taxes, net of refunds
|
$
|
2,273
|
|
|
$
|
3,202
|
|
|
|
Three Months Ended
|
||||||
|
|
April 3, 2011
|
|
April 4, 2010
|
||||
|
Balance at beginning of period (a)
|
$
|
98,631
|
|
|
$
|
97,476
|
|
|
|
|
|
|
||||
|
Equity in earnings for the period
|
2,926
|
|
|
2,698
|
|
||
|
Amortization of purchase price adjustments
|
(563
|
)
|
|
(848
|
)
|
||
|
|
2,363
|
|
|
1,850
|
|
||
|
|
|
|
|
||||
|
Distributions
|
(3,113
|
)
|
|
(2,968
|
)
|
||
|
Currency translation adjustment included in “Comprehensive
income”
|
3,465
|
|
|
4,350
|
|
||
|
Balance at end of period (a)
|
$
|
101,346
|
|
|
$
|
100,708
|
|
|
_____________________
|
|
|
|
||||
|
(a) Included in “Investments.”
|
|
|
|
||||
|
|
April 3, 2011
|
|
April 4, 2010
|
||||
|
Balance sheet information:
|
|
|
|
||||
|
Properties
|
C$
|
77,714
|
|
|
C$
|
82,005
|
|
|
Cash and cash equivalents
|
2,011
|
|
|
—
|
|
||
|
Accounts receivable
|
3,775
|
|
|
4,107
|
|
||
|
Other
|
2,980
|
|
|
3,418
|
|
||
|
|
C$
|
86,480
|
|
|
C$
|
89,530
|
|
|
|
|
|
|
||||
|
Accounts payable and accrued liabilities
|
C$
|
701
|
|
|
C$
|
1,195
|
|
|
Other liabilities
|
9,222
|
|
|
9,006
|
|
||
|
Partners’ equity
|
76,557
|
|
|
79,329
|
|
||
|
|
C$
|
86,480
|
|
|
C$
|
89,530
|
|
|
|
Three Months Ended
|
||||||
|
|
April 3, 2011
|
|
April 4, 2010
|
||||
|
Income statement information:
|
|
|
|
||||
|
Revenues
|
C$
|
8,906
|
|
|
C$
|
8,720
|
|
|
Income before income taxes and net income
|
6,129
|
|
|
5,376
|
|
||
|
|
April 3, 2011
|
||||||||||
|
|
Wendy’s/Arby’s
Restaurants |
|
Corporate
|
|
Wendy’s/Arby’s
|
||||||
|
Financial assets
|
|
|
|
|
|
||||||
|
Carrying Amount:
|
|
|
|
|
|
||||||
|
Cash and cash equivalents
|
$
|
181,300
|
|
|
$
|
318,761
|
|
|
$
|
500,061
|
|
|
Restricted cash equivalents:
|
|
|
|
|
|
||||||
|
Current - included in “Prepaid expenses and other
current assets”
|
778
|
|
|
—
|
|
|
778
|
|
|||
|
Non-current - included in “Deferred costs and
other assets”
|
3,536
|
|
|
685
|
|
|
4,221
|
|
|||
|
Non-current cost investments
|
3,775
|
|
|
4,820
|
|
|
8,595
|
|
|||
|
Interest rate swaps
|
7,610
|
|
|
—
|
|
|
7,610
|
|
|||
|
|
|
|
|
|
|
||||||
|
Fair Value:
|
|
|
|
|
|
||||||
|
Cash and cash equivalents (a)
|
$
|
181,300
|
|
|
$
|
318,761
|
|
|
$
|
500,061
|
|
|
Restricted cash equivalents (a):
|
|
|
|
|
|
||||||
|
Current
|
778
|
|
|
—
|
|
|
778
|
|
|||
|
Non-current
|
3,536
|
|
|
685
|
|
|
4,221
|
|
|||
|
Non-current cost investments (b)
|
5,349
|
|
|
14,593
|
|
|
19,942
|
|
|||
|
Interest rate swaps (c)
|
7,610
|
|
|
—
|
|
|
7,610
|
|
|||
|
|
April 3, 2011
|
||||||
|
|
Carrying
Amount
|
|
Fair
Value
|
||||
|
Financial liabilities
|
|
|
|
||||
|
Long-term debt, including current portion:
|
|
|
|
||||
|
10% senior notes (d)
|
$
|
553,653
|
|
|
$
|
624,325
|
|
|
Wendy’s/Arby’s Restaurants term loan (d)
|
469,365
|
|
|
475,210
|
|
||
|
6.20% senior notes (d)
|
217,015
|
|
|
233,100
|
|
||
|
Sale-leaseback obligations (e)
|
120,607
|
|
|
120,751
|
|
||
|
Capitalized lease obligations (e)
|
85,343
|
|
|
85,917
|
|
||
|
7% debentures (d)
|
81,487
|
|
|
90,000
|
|
||
|
Other
|
4,330
|
|
|
4,318
|
|
||
|
Total Wendy’s/Arby’s Restaurants long-term debt, including current portion
|
1,531,800
|
|
|
1,633,621
|
|
||
|
6.54% aircraft term loan (e)
|
12,224
|
|
|
12,149
|
|
||
|
Total Wendy’s/Arby’s long-term debt, including current portion
|
$
|
1,544,024
|
|
|
$
|
1,645,770
|
|
|
Guarantees of:
|
|
|
|
||||
|
Lease obligations for restaurants not operated by the Companies (f)
|
$
|
279
|
|
|
$
|
279
|
|
|
Wendy’s franchisee loans obligations (g)
|
$
|
368
|
|
|
$
|
368
|
|
|
(a)
|
The carrying amounts approximated fair value due to the short-term maturities of the cash equivalents or restricted cash equivalents.
|
|
(b)
|
Fair value of these investments was based entirely on statements of account received from investment managers or investees which were principally based on quoted market or broker/dealer prices. To the extent that some of these investments, including the underlying investments in investment limited partnerships, do not have available quoted market or broker/dealer prices, the Companies relied on valuations performed by the investment managers or investees in valuing those investments or third-party appraisals.
|
|
(c)
|
The fair values were based on information provided by the bank counterparties that is model-driven and whose inputs were observable or whose significant value drivers were observable.
|
|
(d)
|
The fair values were based on quoted market prices.
|
|
(e)
|
The fair values were determined by discounting the future scheduled principal payments using an interest rate assuming the same original issuance spread over a current U.S. Treasury bond yield for securities with similar durations.
|
|
(f)
|
The fair value was assumed to reasonably approximate the carrying amount. We have accrued liabilities for these lease obligations based on a weighted average risk percentage.
|
|
(g)
|
Wendy’s provided loan guarantees to various lenders on behalf of franchisees entering into pooled debt facility arrangements for new store development and equipment financing. Wendy’s has accrued a liability for the fair value of these guarantees, the calculation for which was based upon a weighted average risk percentage established at the inception of each program.
|
|
|
|
|
Fair Value Measurements
|
||||||||||||
|
|
April 3, 2011
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
|
Interest rate swaps (included in “Deferred costs and
other assets”)
|
$
|
7,610
|
|
|
$
|
—
|
|
|
$
|
7,610
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
Ended
April 3, 2011
Total Losses
|
||||||||||
|
|
|
|
Fair Value Measurements
|
|
|||||||||||||||
|
|
April 3, 2011
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|||||||||||
|
Properties
|
$
|
575
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
575
|
|
|
$
|
7,755
|
|
|
Other intangible assets
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,857
|
|
|||||
|
|
$
|
575
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
575
|
|
|
$
|
9,612
|
|
|
|
Three Months Ended
|
||||||
|
|
April 3, 2011
|
|
April 4, 2010
|
||||
|
Wendy’s restaurant segment:
|
|
|
|
||||
|
Impairment of company-owned restaurants:
|
|
|
|
||||
|
Properties
|
$
|
6,084
|
|
|
$
|
—
|
|
|
Intangible assets
|
1,813
|
|
|
—
|
|
||
|
|
7,897
|
|
|
—
|
|
||
|
Arby’s restaurant segment:
|
|
|
|
||||
|
Impairment of company-owned restaurants:
|
|
|
|
||||
|
Properties
|
1,671
|
|
|
10,689
|
|
||
|
Intangible assets
|
44
|
|
|
912
|
|
||
|
|
1,715
|
|
|
11,601
|
|
||
|
Total impairment of long-lived assets
|
$
|
9,612
|
|
|
$
|
11,601
|
|
|
|
Three Months Ended
|
||||||
|
|
April 3, 2011
|
|
April 4, 2010
|
||||
|
Balance, beginning of year
|
$
|
1,776,630
|
|
|
$
|
2,197,907
|
|
|
Comprehensive income (a)
|
8,619
|
|
|
7,155
|
|
||
|
Share-based compensation
|
2,999
|
|
|
3,307
|
|
||
|
Dividends paid to Wendy’s/Arby’s
|
—
|
|
|
(112,000
|
)
|
||
|
Other
|
—
|
|
|
(75
|
)
|
||
|
Balance, end of the period
|
$
|
1,788,248
|
|
|
$
|
2,096,294
|
|
|
|
Three Months Ended
|
||||||
|
|
April 3, 2011
|
|
April 4, 2010
|
||||
|
Net income (loss)
|
$
|
1,025
|
|
|
$
|
(2,560
|
)
|
|
Net change in currency translation adjustment
|
7,649
|
|
|
9,704
|
|
||
|
Net unrecognized pension (loss) gain
|
(55
|
)
|
|
11
|
|
||
|
Other comprehensive income
|
7,594
|
|
|
9,715
|
|
||
|
Comprehensive income
|
$
|
8,619
|
|
|
$
|
7,155
|
|
|
|
Three Months Ended
|
||||||
|
|
April 3, 2011
|
|
April 4, 2010
|
||||
|
Balance, beginning of year
|
$
|
2,163,174
|
|
|
$
|
2,336,339
|
|
|
Comprehensive income (a)
|
6,194
|
|
|
6,340
|
|
||
|
Share-based compensation
|
3,241
|
|
|
3,519
|
|
||
|
Exercises of stock options
|
2,838
|
|
|
859
|
|
||
|
Dividends paid
|
(8,374
|
)
|
|
(6,653
|
)
|
||
|
Repurchases of common stock for treasury
|
—
|
|
|
(78,821
|
)
|
||
|
Other
|
40
|
|
|
(337
|
)
|
||
|
Balance, end of the period
|
$
|
2,167,113
|
|
|
$
|
2,261,246
|
|
|
|
Three Months Ended
|
||||||
|
|
April 3, 2011
|
|
April 4, 2010
|
||||
|
Net loss
|
$
|
(1,409
|
)
|
|
$
|
(3,400
|
)
|
|
Net change in currency translation adjustment
|
7,649
|
|
|
9,704
|
|
||
|
Net unrealized losses on available-for-sale securities
|
—
|
|
|
(59
|
)
|
||
|
Net unrecognized pension (loss) gain
|
(46
|
)
|
|
95
|
|
||
|
Other comprehensive income
|
7,603
|
|
|
9,740
|
|
||
|
Comprehensive income
|
$
|
6,194
|
|
|
$
|
6,340
|
|
|
|
Three Months Ended
|
||||||
|
|
April 3, 2011
|
|
April 4, 2010
|
||||
|
Revenues:
|
|
|
|
||||
|
Sales:
|
|
|
|
||||
|
Wendy’s (1)
|
$
|
509,323
|
|
|
$
|
512,747
|
|
|
Arby’s
|
247,210
|
|
|
235,450
|
|
||
|
Corporate eliminations
|
(37
|
)
|
|
—
|
|
||
|
Total
|
756,496
|
|
|
748,197
|
|
||
|
|
|
|
|
||||
|
Franchise revenues:
|
|
|
|
||||
|
Wendy’s
|
73,189
|
|
|
71,967
|
|
||
|
Arby’s
|
18,149
|
|
|
17,283
|
|
||
|
Corporate eliminations
|
(10
|
)
|
|
—
|
|
||
|
Total
|
91,328
|
|
|
89,250
|
|
||
|
|
|
|
|
||||
|
Total revenues:
|
|
|
|
||||
|
Wendy’s
|
582,512
|
|
|
584,714
|
|
||
|
Arby’s
|
265,359
|
|
|
252,733
|
|
||
|
Corporate eliminations
|
(47
|
)
|
|
—
|
|
||
|
Total
|
$
|
847,824
|
|
|
$
|
837,447
|
|
|
|
|
|
|
||||
|
Depreciation and amortization:
|
|
|
|
||||
|
Wendy’s
|
$
|
27,261
|
|
|
$
|
28,795
|
|
|
Arby’s
|
12,811
|
|
|
13,894
|
|
||
|
Shared services center
|
2,588
|
|
|
3,171
|
|
||
|
Wendy’s/Arby’s Restaurants
|
42,660
|
|
|
45,860
|
|
||
|
Corporate
|
465
|
|
|
466
|
|
||
|
Wendy’s/Arby’s
|
$
|
43,125
|
|
|
$
|
46,326
|
|
|
|
|
|
|
||||
|
Impairment of long-lived assets:
|
|
|
|
||||
|
Wendy’s
|
$
|
7,897
|
|
|
$
|
—
|
|
|
Arby’s
|
1,715
|
|
|
11,601
|
|
||
|
Total
|
$
|
9,612
|
|
|
$
|
11,601
|
|
|
|
|
|
|
||||
|
Segment operating profit (loss):
|
|
|
|
||||
|
Wendy’s
|
$
|
43,687
|
|
|
$
|
52,400
|
|
|
Arby’s
|
(5,312
|
)
|
|
(20,975
|
)
|
||
|
Corporate eliminations
|
3
|
|
|
—
|
|
||
|
Shared services center (2)
|
(3,867
|
)
|
|
(3,171
|
)
|
||
|
Wendy’s/Arby’s Restaurants
|
34,511
|
|
|
28,254
|
|
||
|
Corporate
|
(3,871
|
)
|
|
(1,921
|
)
|
||
|
Wendy’s/Arby’s
|
$
|
30,640
|
|
|
$
|
26,333
|
|
|
|
|
|
|
||||
|
Wendy’s/Arby’s Restaurants:
|
|
|
|
||||
|
Segment operating profit
|
$
|
34,511
|
|
|
$
|
28,254
|
|
|
Unallocated items:
|
|
|
|
||||
|
Interest expense
|
(34,101
|
)
|
|
(35,939
|
)
|
||
|
Other income, net
|
283
|
|
|
495
|
|
||
|
Income (loss) before income taxes
|
$
|
693
|
|
|
$
|
(7,190
|
)
|
|
|
Three Months Ended
|
||||||
|
|
April 3, 2011
|
|
April 4, 2010
|
||||
|
Wendy’s/Arby’s:
|
|
|
|
||||
|
Segment operating profit
|
$
|
30,640
|
|
|
$
|
26,333
|
|
|
Unallocated items:
|
|
|
|
|
|||
|
Interest expense
|
(34,328
|
)
|
|
(36,278
|
)
|
||
|
Other income, net
|
323
|
|
|
1,408
|
|
||
|
Loss before income taxes
|
$
|
(3,365
|
)
|
|
$
|
(8,537
|
)
|
|
|
Three Months Ended
|
||||||
|
|
April 3, 2011
|
|
April 4, 2010
|
||||
|
Cash capital expenditures:
|
|
|
|
||||
|
Wendy’s
|
$
|
20,797
|
|
|
$
|
15,680
|
|
|
Arby’s
|
4,478
|
|
|
6,470
|
|
||
|
Shared services center
|
3,293
|
|
|
4,993
|
|
||
|
Wendy’s/Arby’s Restaurants
|
28,568
|
|
|
27,143
|
|
||
|
Corporate
|
—
|
|
|
—
|
|
||
|
Wendy’s/Arby’s
|
$
|
28,568
|
|
|
$
|
27,143
|
|
|
(1)
|
Sales include sales of bakery items and kids’ meal promotion items sold to franchisees.
|
|
(2)
|
Includes costs associated with exploring strategic alternatives for Arby’s.
|
|
|
Three Months Ended
|
||||||
|
|
April 3, 2011
|
|
April 4, 2010
|
||||
|
SSG agreement (a)
|
$
|
(2,275
|
)
|
|
$
|
4,900
|
|
|
Subleases with related parties (b)
|
(105
|
)
|
|
(80
|
)
|
||
|
Interest income on revolving credit facility (c)
|
(19
|
)
|
|
(106
|
)
|
||
|
AFA dues subsidy (d)
|
723
|
|
|
—
|
|
||
|
Wendy’s advertising program (e)
|
150
|
|
|
—
|
|
||
|
Charitable contributions to the Foundation (f)
|
—
|
|
|
500
|
|
||
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
|
(Wendy’s/Arby’s)
|
|
|
|
|
|
||
|
Advisory fees (g)
|
$
|
250
|
|
|
$
|
250
|
|
|
Sublease income (h)
|
(408
|
)
|
|
(413
|
)
|
||
|
Executive use of corporate aircraft (i)
|
(30
|
)
|
|
(30
|
)
|
||
|
Liquidation services agreement (j)
|
110
|
|
|
110
|
|
||
|
(a)
|
As agreed by its board of directors in March 2011, effective April 2011 the activities of Strategic Sourcing Group Co-op, LLC (“SSG”) were transferred to the Wendy’s independent purchasing cooperative, Quality Supply Chain Co-op (“QSCC”), and Arby’s independent purchasing cooperative (“ARCOP”). Wendy’s/Arby’s Restaurants had committed to pay approximately $5,145 of SSG expenses, of which $4,900 was expensed in the first quarter of 2010, and was to be paid over a 24 month period through March 2012. During the first quarter of 2011, the remaining accrued commitment of $2,275 was reversed and credited to “General and administrative.”
|
|
(b)
|
Wendy’s and QSCC entered into a sublease amendment, effective January 1, 2011, which increased the office space subleased to QSCC to 14,333 square feet for a one year period for a revised annual base rental of $176 with five one-year renewal options.
|
|
(c)
|
In December 2009, and as amended in February and August 2010 and in February 2011, AFA Service Corporation (“AFA”) entered into a revolving loan agreement with Arby’s. As of
April 3, 2011
and
January 2, 2011
, the outstanding revolving loan balance due from AFA to Arby’s was $0 and $4,458, respectively. Arby’s recorded interest income of $19 and $106 during the
first
quarter of 2011 and 2010, respectively, which is included in “Other income, net.”
|
|
(d)
|
Arby’s and most domestic Arby’s franchisees pay member dues to AFA. Beginning in January 2011 and for the remainder of 2011, the AFA board approved a dues increase based on a tiered rate structure for the payment of advertising and marketing service fees ranging between 1.25% and 3.50% of sales. In addition and consistent with a similar arrangement in effect from April through December 2010, Arby’s agreed to partially subsidize the top two rate tiers thereby decreasing franchisees’ effective advertising and marketing service fee percentages through December 2011. Arby’s incurred $723 in the
first
quarter of 2011 associated with the advertising dues subsidy, which is recorded in “Cost of sales.”
|
|
(e)
|
Wendy’s participates in two national advertising funds for Wendy’s United States and Canadian locations established to collect and administer funds contributed for use in advertising through television, radio, newspapers, the Internet and a variety of promotional campaigns. During the first quarter of 2011, Wendy’s reimbursed the Canadian advertising fund approximately $150 for advertising expenses associated with new product testing.
|
|
(f)
|
During the first quarter of 2010, the Companies made a charitable contribution of $500 to the Foundation, primarily utilizing funds reimbursed to it by one of the beverage companies used by Arby’s as provided by the applicable contract. This payment is included in “General and administrative.”
|
|
(g)
|
Wendy’s/Arby’s incurred service fees of $250 in the
first
quarter of 2011 and 2010, which are included in “General and administrative.” These fees were paid to a management company (the “Management Company”) which was formed by our Chairman, who was our former Chief Executive Officer, and our Vice Chairman, who was our former President and Chief Operating Officer, and a director, who was our former Vice Chairman, in connection with a services agreement, which commenced on July 1, 2009 and will continue until June 30, 2011.
|
|
(h)
|
Wendy’s/Arby’s recognized income of $408 and $413 from the Management Company under subleases for office space on two of the floors of the Company’s former New York headquarters for the
first
quarter of 2011 and 2010, respectively, which has been recorded as a reduction of “General and administrative.”
|
|
(i)
|
Wendy’s/Arby’s received lease income of $30 in the
first
quarter of 2011 and 2010 under an agreement to lease one of the Company’s aircraft, which is included as an offset to “General and administrative.”
|
|
(j)
|
Wendy’s/Arby’s paid the Management Company a fee of $900 in two installments in June 2009 and 2010, which was deferred and is being amortized through its expiration date of June 30, 2011 for assistance in the sale, liquidation, or other disposition of certain of our investments. $110 was amortized and recorded in “General and administrative” in the first quarter of 2011 and 2010.
|
|
|
Three Months Ended
|
||||||
|
|
April 3, 2011
|
|
April 4, 2010
|
||||
|
Dividends paid (k)
|
$
|
—
|
|
|
$
|
112,000
|
|
|
Other transactions:
|
|
|
|
|
|
||
|
Payments for Federal and state income tax (l)
|
13,078
|
|
|
—
|
|
||
|
Share-based compensation (m)
|
2,999
|
|
|
3,307
|
|
||
|
Expense under management service agreements (n)
|
1,261
|
|
|
1,254
|
|
||
|
(k)
|
Wendy’s/Arby’s Restaurants paid cash dividends to Wendy’s/Arby’s which were charged to “Invested equity.”
|
|
(l)
|
Wendy’s/Arby’s Restaurants made cash payments to Wendy’s/Arby’s under a tax sharing agreement, as discussed in more detail in Note 6.
|
|
(m)
|
Wendy’s/Arby’s Restaurants provides share based compensation with respect to Wendy’s/Arby’s Common Stock to certain employees. Such compensation cost is allocated by Wendy’s/Arby’s to Wendy’s/Arby’s Restaurants and is correspondingly recorded as capital contributions from Wendy’s/Arby’s.
|
|
(n)
|
Wendy’s/Arby’s Restaurants incurred $1,261 and $1,254 for management services during the first quarter of 2011 and 2010, respectively. Such fees are included in “General and administrative” and are settled through Wendy’s/Arby’s Restaurants’ intercompany account with Wendy’s/Arby’s.
|
|
|
|
|
Guarantor
|
|
Non-guarantor
|
|
|
|
|
||||||||||
|
|
Parent
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
|
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Cash and cash equivalents
|
$
|
6,664
|
|
|
$
|
142,819
|
|
|
$
|
31,817
|
|
|
$
|
—
|
|
|
$
|
181,300
|
|
|
Accounts and notes receivable
|
1,450
|
|
|
78,353
|
|
|
4,051
|
|
|
—
|
|
|
83,854
|
|
|||||
|
Inventories
|
—
|
|
|
22,050
|
|
|
1,062
|
|
|
—
|
|
|
23,112
|
|
|||||
|
Prepaid expenses and other current assets
|
5,255
|
|
|
45,815
|
|
|
1,852
|
|
|
—
|
|
|
52,922
|
|
|||||
|
Deferred income tax benefit
|
15,834
|
|
|
27,218
|
|
|
222
|
|
|
—
|
|
|
43,274
|
|
|||||
|
Advertising funds restricted assets
|
—
|
|
|
—
|
|
|
85,478
|
|
|
—
|
|
|
85,478
|
|
|||||
|
Total current assets
|
29,203
|
|
|
316,255
|
|
|
124,482
|
|
|
—
|
|
|
469,940
|
|
|||||
|
Properties
|
9,899
|
|
|
1,439,526
|
|
|
61,594
|
|
|
—
|
|
|
1,511,019
|
|
|||||
|
Other intangible assets
|
20,684
|
|
|
1,303,504
|
|
|
27,230
|
|
|
—
|
|
|
1,351,418
|
|
|||||
|
Goodwill
|
—
|
|
|
843,954
|
|
|
49,418
|
|
|
—
|
|
|
893,372
|
|
|||||
|
Investments
|
—
|
|
|
—
|
|
|
105,121
|
|
|
—
|
|
|
105,121
|
|
|||||
|
Deferred costs and other assets
|
30,470
|
|
|
37,188
|
|
|
681
|
|
|
—
|
|
|
68,339
|
|
|||||
|
Net investment in subsidiaries
|
2,612,303
|
|
|
255,422
|
|
|
—
|
|
|
(2,867,725
|
)
|
|
—
|
|
|||||
|
Deferred income tax benefit
|
89,126
|
|
|
—
|
|
|
—
|
|
|
(89,126
|
)
|
|
—
|
|
|||||
|
Due from affiliate
|
44,738
|
|
|
—
|
|
|
16,584
|
|
|
(61,322
|
)
|
|
—
|
|
|||||
|
Total assets
|
$
|
2,836,423
|
|
|
$
|
4,195,849
|
|
|
$
|
385,110
|
|
|
$
|
(3,018,173
|
)
|
|
$
|
4,399,209
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
LIABILITIES AND INVESTED EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Current portion of long-term debt
|
$
|
4,981
|
|
|
$
|
10,852
|
|
|
$
|
239
|
|
|
$
|
—
|
|
|
$
|
16,072
|
|
|
Accounts payable
|
2,602
|
|
|
60,491
|
|
|
4,819
|
|
|
—
|
|
|
67,912
|
|
|||||
|
Accrued expenses and other current liabilities
|
22,244
|
|
|
209,569
|
|
|
7,761
|
|
|
—
|
|
|
239,574
|
|
|||||
|
Advertising funds restricted liabilities
|
—
|
|
|
—
|
|
|
85,478
|
|
|
—
|
|
|
85,478
|
|
|||||
|
Total current liabilities
|
29,827
|
|
|
280,912
|
|
|
98,297
|
|
|
—
|
|
|
409,036
|
|
|||||
|
Long-term debt
|
1,018,348
|
|
|
493,462
|
|
|
3,918
|
|
|
—
|
|
|
1,515,728
|
|
|||||
|
Due to affiliates
|
—
|
|
|
78,808
|
|
|
—
|
|
|
(61,322
|
)
|
|
17,486
|
|
|||||
|
Deferred income
|
—
|
|
|
39,174
|
|
|
571
|
|
|
—
|
|
|
39,745
|
|
|||||
|
Deferred income taxes
|
—
|
|
|
548,224
|
|
|
17,428
|
|
|
(89,126
|
)
|
|
476,526
|
|
|||||
|
Other liabilities
|
—
|
|
|
142,966
|
|
|
9,474
|
|
|
—
|
|
|
152,440
|
|
|||||
|
Invested equity:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Member interest, $0.01 par value; 1,000
shares authorized, one share issued and outstanding |
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Other capital
|
2,426,458
|
|
|
3,276,291
|
|
|
199,014
|
|
|
(3,475,305
|
)
|
|
2,426,458
|
|
|||||
|
(Accumulated deficit) retained earnings
|
(498,475
|
)
|
|
(524,253
|
)
|
|
40,789
|
|
|
483,464
|
|
|
(498,475
|
)
|
|||||
|
Advances to Wendy’s/Arby’s
|
(155,000
|
)
|
|
(155,000
|
)
|
|
—
|
|
|
155,000
|
|
|
(155,000
|
)
|
|||||
|
Accumulated other comprehensive income
|
15,265
|
|
|
15,265
|
|
|
15,619
|
|
|
(30,884
|
)
|
|
15,265
|
|
|||||
|
Total invested equity
|
1,788,248
|
|
|
2,612,303
|
|
|
255,422
|
|
|
(2,867,725
|
)
|
|
1,788,248
|
|
|||||
|
Total liabilities and invested equity
|
$
|
2,836,423
|
|
|
$
|
4,195,849
|
|
|
$
|
385,110
|
|
|
$
|
(3,018,173
|
)
|
|
$
|
4,399,209
|
|
|
|
|
|
Guarantor
|
|
Non-guarantor
|
|
|
|
|
||||||||||
|
|
Parent
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
|
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Cash and cash equivalents
|
$
|
79,355
|
|
|
$
|
88,936
|
|
|
$
|
30,395
|
|
|
$
|
—
|
|
|
$
|
198,686
|
|
|
Accounts and notes receivable
|
320
|
|
|
79,404
|
|
|
3,628
|
|
|
—
|
|
|
83,352
|
|
|||||
|
Inventories
|
—
|
|
|
21,558
|
|
|
1,136
|
|
|
—
|
|
|
22,694
|
|
|||||
|
Prepaid expenses and other current assets
|
3,900
|
|
|
19,446
|
|
|
686
|
|
|
—
|
|
|
24,032
|
|
|||||
|
Deferred income tax benefit
|
17,634
|
|
|
27,218
|
|
|
215
|
|
|
—
|
|
|
45,067
|
|
|||||
|
Advertising funds restricted assets
|
—
|
|
|
—
|
|
|
76,553
|
|
|
—
|
|
|
76,553
|
|
|||||
|
Total current assets
|
101,209
|
|
|
236,562
|
|
|
112,613
|
|
|
—
|
|
|
450,384
|
|
|||||
|
Properties
|
13,748
|
|
|
1,466,769
|
|
|
61,336
|
|
|
—
|
|
|
1,541,853
|
|
|||||
|
Other intangible assets
|
21,453
|
|
|
1,310,092
|
|
|
27,029
|
|
|
—
|
|
|
1,358,574
|
|
|||||
|
Goodwill
|
—
|
|
|
841,156
|
|
|
47,765
|
|
|
—
|
|
|
888,921
|
|
|||||
|
Investments
|
—
|
|
|
—
|
|
|
102,406
|
|
|
—
|
|
|
102,406
|
|
|||||
|
Deferred costs and other assets
|
32,610
|
|
|
41,274
|
|
|
675
|
|
|
—
|
|
|
74,559
|
|
|||||
|
Net investment in subsidiaries
|
2,559,526
|
|
|
246,578
|
|
|
—
|
|
|
(2,806,104
|
)
|
|
—
|
|
|||||
|
Deferred income tax benefit
|
86,423
|
|
|
—
|
|
|
97
|
|
|
(86,520
|
)
|
|
—
|
|
|||||
|
Due from affiliate
|
59,618
|
|
|
—
|
|
|
17,893
|
|
|
(77,511
|
)
|
|
—
|
|
|||||
|
Total assets
|
$
|
2,874,587
|
|
|
$
|
4,142,431
|
|
|
$
|
369,814
|
|
|
$
|
(2,970,135
|
)
|
|
$
|
4,416,697
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
LIABILITIES AND INVESTED EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Current portion of long-term debt
|
$
|
5,228
|
|
|
$
|
11,587
|
|
|
$
|
232
|
|
|
$
|
—
|
|
|
$
|
17,047
|
|
|
Accounts payable
|
4,624
|
|
|
70,901
|
|
|
5,623
|
|
|
—
|
|
|
81,148
|
|
|||||
|
Accrued expenses and other current liabilities
|
38,871
|
|
|
195,282
|
|
|
10,147
|
|
|
—
|
|
|
244,300
|
|
|||||
|
Advertising funds restricted liabilities
|
—
|
|
|
—
|
|
|
76,553
|
|
|
—
|
|
|
76,553
|
|
|||||
|
Total current liabilities
|
48,723
|
|
|
277,770
|
|
|
92,555
|
|
|
—
|
|
|
419,048
|
|
|||||
|
Long-term debt
|
1,043,623
|
|
|
495,505
|
|
|
3,556
|
|
|
—
|
|
|
1,542,684
|
|
|||||
|
Due to affiliates
|
—
|
|
|
108,319
|
|
|
—
|
|
|
(77,511
|
)
|
|
30,808
|
|
|||||
|
Deferred income
|
—
|
|
|
10,888
|
|
|
572
|
|
|
—
|
|
|
11,460
|
|
|||||
|
Deferred income taxes
|
—
|
|
|
548,088
|
|
|
16,904
|
|
|
(86,520
|
)
|
|
478,472
|
|
|||||
|
Other liabilities
|
5,611
|
|
|
142,335
|
|
|
9,649
|
|
|
—
|
|
|
157,595
|
|
|||||
|
Invested equity:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Member interest, $0.01 par value; 1,000
shares authorized, one share issued and outstanding |
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Other capital
|
2,423,459
|
|
|
3,244,488
|
|
|
199,014
|
|
|
(3,443,502
|
)
|
|
2,423,459
|
|
|||||
|
(Accumulated deficit) retained earnings
|
(499,500
|
)
|
|
(537,633
|
)
|
|
39,594
|
|
|
498,039
|
|
|
(499,500
|
)
|
|||||
|
Advances to Wendy’s/Arby’s
|
(155,000
|
)
|
|
(155,000
|
)
|
|
—
|
|
|
155,000
|
|
|
(155,000
|
)
|
|||||
|
Accumulated other comprehensive income
|
7,671
|
|
|
7,671
|
|
|
7,970
|
|
|
(15,641
|
)
|
|
7,671
|
|
|||||
|
Total invested equity
|
1,776,630
|
|
|
2,559,526
|
|
|
246,578
|
|
|
(2,806,104
|
)
|
|
1,776,630
|
|
|||||
|
Total liabilities and invested equity
|
$
|
2,874,587
|
|
|
$
|
4,142,431
|
|
|
$
|
369,814
|
|
|
$
|
(2,970,135
|
)
|
|
$
|
4,416,697
|
|
|
|
|
|
Guarantor
|
|
Non-guarantor
|
|
|
|
|
||||||||||
|
|
Parent
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Sales
|
$
|
—
|
|
|
$
|
702,738
|
|
|
$
|
53,758
|
|
|
$
|
—
|
|
|
$
|
756,496
|
|
|
Franchise revenues
|
—
|
|
|
86,240
|
|
|
5,088
|
|
|
—
|
|
|
91,328
|
|
|||||
|
|
—
|
|
|
788,978
|
|
|
58,846
|
|
|
—
|
|
|
847,824
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Cost of sales
|
—
|
|
|
611,144
|
|
|
48,644
|
|
|
—
|
|
|
659,788
|
|
|||||
|
General and administrative
|
1,279
|
|
|
95,263
|
|
|
3,734
|
|
|
—
|
|
|
100,276
|
|
|||||
|
Depreciation and amortization
|
2,588
|
|
|
37,405
|
|
|
2,667
|
|
|
—
|
|
|
42,660
|
|
|||||
|
Impairment of long-lived assets
|
—
|
|
|
9,258
|
|
|
354
|
|
|
—
|
|
|
9,612
|
|
|||||
|
Other operating expense (income), net
|
—
|
|
|
2,909
|
|
|
(1,932
|
)
|
|
—
|
|
|
977
|
|
|||||
|
|
3,867
|
|
|
755,979
|
|
|
53,467
|
|
|
—
|
|
|
813,313
|
|
|||||
|
Operating (loss) profit
|
(3,867
|
)
|
|
32,999
|
|
|
5,379
|
|
|
—
|
|
|
34,511
|
|
|||||
|
Interest expense
|
(23,336
|
)
|
|
(10,649
|
)
|
|
(116
|
)
|
|
—
|
|
|
(34,101
|
)
|
|||||
|
Other income (expense), net
|
—
|
|
|
3,868
|
|
|
(3,585
|
)
|
|
—
|
|
|
283
|
|
|||||
|
Equity in income of subsidiaries
|
13,386
|
|
|
1,195
|
|
|
—
|
|
|
(14,581
|
)
|
|
—
|
|
|||||
|
(Loss) income before income taxes
|
(13,817
|
)
|
|
27,413
|
|
|
1,678
|
|
|
(14,581
|
)
|
|
693
|
|
|||||
|
Benefit from (provision for) income taxes
|
14,842
|
|
|
(14,027
|
)
|
|
(483
|
)
|
|
—
|
|
|
332
|
|
|||||
|
Net income
|
$
|
1,025
|
|
|
$
|
13,386
|
|
|
$
|
1,195
|
|
|
$
|
(14,581
|
)
|
|
$
|
1,025
|
|
|
|
|
|
Guarantor
|
|
Non-guarantor
|
|
|
|
|
||||||||||
|
|
Parent
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Sales
|
$
|
—
|
|
|
$
|
694,804
|
|
|
$
|
53,393
|
|
|
$
|
—
|
|
|
$
|
748,197
|
|
|
Franchise revenues
|
—
|
|
|
84,139
|
|
|
5,111
|
|
|
—
|
|
|
89,250
|
|
|||||
|
|
—
|
|
|
778,943
|
|
|
58,504
|
|
|
—
|
|
|
837,447
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Cost of sales
|
—
|
|
|
594,333
|
|
|
47,089
|
|
|
—
|
|
|
641,422
|
|
|||||
|
General and administrative
|
—
|
|
|
103,978
|
|
|
4,782
|
|
|
—
|
|
|
108,760
|
|
|||||
|
Depreciation and amortization
|
3,171
|
|
|
40,011
|
|
|
2,678
|
|
|
—
|
|
|
45,860
|
|
|||||
|
Impairment of long-lived assets
|
—
|
|
|
11,601
|
|
|
—
|
|
|
—
|
|
|
11,601
|
|
|||||
|
Other operating expense (income), net
|
—
|
|
|
2,923
|
|
|
(1,373
|
)
|
|
—
|
|
|
1,550
|
|
|||||
|
|
3,171
|
|
|
752,846
|
|
|
53,176
|
|
|
—
|
|
|
809,193
|
|
|||||
|
Operating (loss) profit
|
(3,171
|
)
|
|
26,097
|
|
|
5,328
|
|
|
—
|
|
|
28,254
|
|
|||||
|
Interest expense
|
(15,226
|
)
|
|
(20,634
|
)
|
|
(79
|
)
|
|
—
|
|
|
(35,939
|
)
|
|||||
|
Other income (expense), net
|
73
|
|
|
4,108
|
|
|
(3,686
|
)
|
|
—
|
|
|
495
|
|
|||||
|
Equity in (loss) income of subsidiaries
|
(4,135
|
)
|
|
1,130
|
|
|
—
|
|
|
3,005
|
|
|
—
|
|
|||||
|
(Loss) income before income taxes
|
(22,459
|
)
|
|
10,701
|
|
|
1,563
|
|
|
3,005
|
|
|
(7,190
|
)
|
|||||
|
Benefit from (provision for) income taxes
|
19,899
|
|
|
(14,836
|
)
|
|
(433
|
)
|
|
—
|
|
|
4,630
|
|
|||||
|
Net (loss) income
|
$
|
(2,560
|
)
|
|
$
|
(4,135
|
)
|
|
$
|
1,130
|
|
|
$
|
3,005
|
|
|
$
|
(2,560
|
)
|
|
|
|
|
Guarantor
|
|
Non-guarantor
|
|
|
|
|
||||||||||
|
|
Parent
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Net income
|
$
|
1,025
|
|
|
$
|
13,386
|
|
|
$
|
1,195
|
|
|
$
|
(14,581
|
)
|
|
$
|
1,025
|
|
|
Adjustments to reconcile net income to net cash
(used in) provided by operating activities: |
|
|
|
|
|
|
|
|
|
||||||||||
|
Equity in income from operations of subsidiaries
|
(13,386
|
)
|
|
(1,195
|
)
|
|
—
|
|
|
14,581
|
|
|
—
|
|
|||||
|
Depreciation and amortization
|
2,588
|
|
|
37,405
|
|
|
2,667
|
|
|
—
|
|
|
42,660
|
|
|||||
|
Net receipt of deferred vendor incentives
|
—
|
|
|
29,357
|
|
|
—
|
|
|
—
|
|
|
29,357
|
|
|||||
|
Impairment of long-lived assets
|
—
|
|
|
9,258
|
|
|
354
|
|
|
—
|
|
|
9,612
|
|
|||||
|
Distributions received from joint venture
|
—
|
|
|
—
|
|
|
3,113
|
|
|
—
|
|
|
3,113
|
|
|||||
|
Share-based compensation provision
|
1,196
|
|
|
1,803
|
|
|
—
|
|
|
—
|
|
|
2,999
|
|
|||||
|
Write-off and amortization of deferred financing costs
|
2,148
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,148
|
|
|||||
|
Accretion of long-term debt
|
595
|
|
|
1,535
|
|
|
—
|
|
|
—
|
|
|
2,130
|
|
|||||
|
Non-cash rent expense (credit)
|
—
|
|
|
1,880
|
|
|
(73
|
)
|
|
—
|
|
|
1,807
|
|
|||||
|
Provision for doubtful accounts
|
—
|
|
|
1,024
|
|
|
(121
|
)
|
|
—
|
|
|
903
|
|
|||||
|
Tax sharing receipt from (payment to) affiliate, net
|
14,000
|
|
|
(14,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Deferred income tax benefit, net
|
(272
|
)
|
|
(64
|
)
|
|
—
|
|
|
—
|
|
|
(336
|
)
|
|||||
|
Other operating transactions with affiliates
|
28,357
|
|
|
(30,328
|
)
|
|
1,309
|
|
|
—
|
|
|
(662
|
)
|
|||||
|
Tax sharing (receivable from) payable to affiliate, net
|
(14,570
|
)
|
|
13,656
|
|
|
—
|
|
|
—
|
|
|
(914
|
)
|
|||||
|
Equity in earnings in joint venture
|
—
|
|
|
—
|
|
|
(2,363
|
)
|
|
—
|
|
|
(2,363
|
)
|
|||||
|
Tax sharing payment to Wendy's/Arby's
|
(13,078
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,078
|
)
|
|||||
|
Other, net
|
(1
|
)
|
|
723
|
|
|
(293
|
)
|
|
—
|
|
|
429
|
|
|||||
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Accounts and notes receivable
|
37
|
|
|
2,357
|
|
|
(188
|
)
|
|
—
|
|
|
2,206
|
|
|||||
|
Inventories
|
—
|
|
|
(481
|
)
|
|
111
|
|
|
—
|
|
|
(370
|
)
|
|||||
|
Prepaid expenses and other current assets
|
(633
|
)
|
|
(6,746
|
)
|
|
(1,118
|
)
|
|
—
|
|
|
(8,497
|
)
|
|||||
|
Accounts payable
|
(223
|
)
|
|
3,423
|
|
|
414
|
|
|
—
|
|
|
3,614
|
|
|||||
|
Accrued expenses and other current liabilities
|
(21,046
|
)
|
|
(9,517
|
)
|
|
(2,617
|
)
|
|
—
|
|
|
(33,180
|
)
|
|||||
|
Net cash (used in) provided by operating
activities |
(13,263
|
)
|
|
53,476
|
|
|
2,390
|
|
|
—
|
|
|
42,603
|
|
|||||
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Capital expenditures
|
(3,293
|
)
|
|
(23,398
|
)
|
|
(1,877
|
)
|
|
—
|
|
|
(28,568
|
)
|
|||||
|
Business acquisition
|
—
|
|
|
(2,900
|
)
|
|
—
|
|
|
—
|
|
|
(2,900
|
)
|
|||||
|
Other, net
|
—
|
|
|
303
|
|
|
—
|
|
|
—
|
|
|
303
|
|
|||||
|
Net cash used in investing activities
|
(3,293
|
)
|
|
(25,995
|
)
|
|
(1,877
|
)
|
|
—
|
|
|
(31,165
|
)
|
|||||
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Repayments of long-term debt
|
(26,117
|
)
|
|
(3,598
|
)
|
|
(50
|
)
|
|
—
|
|
|
(29,765
|
)
|
|||||
|
Capital contribution from Parent
|
(30,000
|
)
|
|
30,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Other, net
|
(18
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18
|
)
|
|||||
|
Net cash (used in) provided by financing
activities |
(56,135
|
)
|
|
26,402
|
|
|
(50
|
)
|
|
—
|
|
|
(29,783
|
)
|
|||||
|
Net cash (used in) provided by operations before effect of
exchange rate changes on cash |
(72,691
|
)
|
|
53,883
|
|
|
463
|
|
|
—
|
|
|
(18,345
|
)
|
|||||
|
Effect of exchange rate changes on cash
|
—
|
|
|
—
|
|
|
959
|
|
|
—
|
|
|
959
|
|
|||||
|
Net (decrease) increase in cash and cash equivalents
|
(72,691
|
)
|
|
53,883
|
|
|
1,422
|
|
|
—
|
|
|
(17,386
|
)
|
|||||
|
Cash and cash equivalents at beginning of period
|
79,355
|
|
|
88,936
|
|
|
30,395
|
|
|
—
|
|
|
198,686
|
|
|||||
|
Cash and cash equivalents at end of period
|
$
|
6,664
|
|
|
$
|
142,819
|
|
|
$
|
31,817
|
|
|
$
|
—
|
|
|
$
|
181,300
|
|
|
|
|
|
Guarantor
|
|
Non-guarantor
|
|
|
|
|
||||||||||
|
|
Parent
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Net (loss) income
|
$
|
(2,560
|
)
|
|
$
|
(4,135
|
)
|
|
$
|
1,130
|
|
|
$
|
3,005
|
|
|
$
|
(2,560
|
)
|
|
Adjustments to reconcile net (loss) income to
net cash (used in) provided by operating activities: |
|
|
|
|
|
|
|
|
|
||||||||||
|
Equity in loss (income) from operations of subsidiaries
|
4,135
|
|
|
(1,130
|
)
|
|
—
|
|
|
(3,005
|
)
|
|
—
|
|
|||||
|
Depreciation and amortization
|
3,171
|
|
|
40,011
|
|
|
2,678
|
|
|
—
|
|
|
45,860
|
|
|||||
|
Net receipt of deferred vendor incentives
|
—
|
|
|
31,067
|
|
|
—
|
|
|
—
|
|
|
31,067
|
|
|||||
|
Impairment of long-lived assets
|
—
|
|
|
11,601
|
|
|
—
|
|
|
—
|
|
|
11,601
|
|
|||||
|
Share-based compensation provision
|
894
|
|
|
2,413
|
|
|
—
|
|
|
—
|
|
|
3,307
|
|
|||||
|
Distributions received from joint venture
|
—
|
|
|
—
|
|
|
2,968
|
|
|
—
|
|
|
2,968
|
|
|||||
|
Non-cash rent expense (credit)
|
—
|
|
|
2,966
|
|
|
(87
|
)
|
|
—
|
|
|
2,879
|
|
|||||
|
Accretion of long-term debt
|
356
|
|
|
2,359
|
|
|
—
|
|
|
—
|
|
|
2,715
|
|
|||||
|
Provision for doubtful accounts
|
—
|
|
|
2,440
|
|
|
160
|
|
|
—
|
|
|
2,600
|
|
|||||
|
Write-off and amortization of deferred financing costs
|
738
|
|
|
957
|
|
|
—
|
|
|
—
|
|
|
1,695
|
|
|||||
|
Tax sharing (receivable from) payable to affiliate, net
|
(17,728
|
)
|
|
13,101
|
|
|
—
|
|
|
—
|
|
|
(4,627
|
)
|
|||||
|
Other operating transactions with affiliates
|
(58,915
|
)
|
|
53,672
|
|
|
1,619
|
|
|
—
|
|
|
(3,624
|
)
|
|||||
|
Deferred income tax benefit, net
|
—
|
|
|
(3,433
|
)
|
|
—
|
|
|
—
|
|
|
(3,433
|
)
|
|||||
|
Equity in earnings in joint venture
|
—
|
|
|
—
|
|
|
(1,850
|
)
|
|
—
|
|
|
(1,850
|
)
|
|||||
|
Other, net
|
2,351
|
|
|
1,127
|
|
|
(1,882
|
)
|
|
—
|
|
|
1,596
|
|
|||||
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Accounts and notes receivable
|
2
|
|
|
2,573
|
|
|
(534
|
)
|
|
—
|
|
|
2,041
|
|
|||||
|
Inventories
|
—
|
|
|
1,219
|
|
|
76
|
|
|
—
|
|
|
1,295
|
|
|||||
|
Prepaid expenses and other current assets
|
12
|
|
|
(7,131
|
)
|
|
1,800
|
|
|
—
|
|
|
(5,319
|
)
|
|||||
|
Accounts payable
|
(51
|
)
|
|
(11,901
|
)
|
|
(7
|
)
|
|
—
|
|
|
(11,959
|
)
|
|||||
|
Accrued expenses and other current liabilities
|
(23,288
|
)
|
|
(9,571
|
)
|
|
(6,330
|
)
|
|
—
|
|
|
(39,189
|
)
|
|||||
|
Net cash (used in) provided by operating
activities |
(90,883
|
)
|
|
128,205
|
|
|
(259
|
)
|
|
—
|
|
|
37,063
|
|
|||||
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Capital expenditures
|
(4,993
|
)
|
|
(20,285
|
)
|
|
(1,865
|
)
|
|
—
|
|
|
(27,143
|
)
|
|||||
|
Other, net
|
—
|
|
|
2,432
|
|
|
—
|
|
|
—
|
|
|
2,432
|
|
|||||
|
Net cash used in investing activities
|
(4,993
|
)
|
|
(17,853
|
)
|
|
(1,865
|
)
|
|
—
|
|
|
(24,711
|
)
|
|||||
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Dividends paid to Wendy’s/Arby’s
|
(112,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(112,000
|
)
|
|||||
|
Repayments of long-term debt
|
(53
|
)
|
|
(4,747
|
)
|
|
(49
|
)
|
|
—
|
|
|
(4,849
|
)
|
|||||
|
Other, net
|
—
|
|
|
161
|
|
|
—
|
|
|
—
|
|
|
161
|
|
|||||
|
Net cash used in financing activities
|
(112,053
|
)
|
|
(4,586
|
)
|
|
(49
|
)
|
|
—
|
|
|
(116,688
|
)
|
|||||
|
Net cash (used in) provided by operations before effect of
exchange rate changes on cash |
(207,929
|
)
|
|
105,766
|
|
|
(2,173
|
)
|
|
—
|
|
|
(104,336
|
)
|
|||||
|
Effect of exchange rate changes on cash
|
—
|
|
|
—
|
|
|
1,258
|
|
|
—
|
|
|
1,258
|
|
|||||
|
Net (decrease) increase in cash and cash equivalents
|
(207,929
|
)
|
|
105,766
|
|
|
(915
|
)
|
|
—
|
|
|
(103,078
|
)
|
|||||
|
Cash and cash equivalents at beginning of period
|
237,607
|
|
|
268,762
|
|
|
32,495
|
|
|
—
|
|
|
538,864
|
|
|||||
|
Cash and cash equivalents at end of period
|
$
|
29,678
|
|
|
$
|
374,528
|
|
|
$
|
31,580
|
|
|
$
|
—
|
|
|
$
|
435,786
|
|
|
•
|
Same-Store Sales
|
|
•
|
Restaurant Margin
|
|
|
Three Months Ended
|
|||||||||||||
|
|
April 3, 2011
|
|
April 4, 2010
|
|
$ Change
|
|
% Change
|
|||||||
|
Revenues:
|
|
|
|
|
|
|
|
|
||||||
|
Sales
|
$
|
756.5
|
|
|
$
|
748.2
|
|
|
$
|
8.3
|
|
|
1.1
|
%
|
|
Franchise revenues
|
91.3
|
|
|
89.2
|
|
|
2.1
|
|
|
2.4
|
|
|||
|
|
847.8
|
|
|
837.4
|
|
|
10.4
|
|
|
1.2
|
|
|||
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Cost of sales
|
659.8
|
|
|
641.4
|
|
|
18.4
|
|
|
2.9
|
|
|||
|
General and administrative
|
103.6
|
|
|
110.5
|
|
|
(6.9
|
)
|
|
(6.2
|
)
|
|||
|
Depreciation and amortization
|
43.1
|
|
|
46.3
|
|
|
(3.2
|
)
|
|
(6.9
|
)
|
|||
|
Impairment of long-lived assets
|
9.6
|
|
|
11.6
|
|
|
(2.0
|
)
|
|
(17.2
|
)
|
|||
|
Other operating expense, net
|
1.1
|
|
|
1.3
|
|
|
(0.2
|
)
|
|
(15.4
|
)
|
|||
|
|
817.2
|
|
|
811.1
|
|
|
6.1
|
|
|
0.8
|
|
|||
|
Operating profit
|
30.6
|
|
|
26.3
|
|
|
4.3
|
|
|
16.3
|
|
|||
|
Interest expense
|
(34.3
|
)
|
|
(36.3
|
)
|
|
2.0
|
|
|
(5.5
|
)
|
|||
|
Other income, net
|
0.3
|
|
|
1.5
|
|
|
(1.2
|
)
|
|
(80.0
|
)
|
|||
|
Loss before income taxes
|
(3.4
|
)
|
|
(8.5
|
)
|
|
5.1
|
|
|
(60.0
|
)
|
|||
|
Benefit from income taxes
|
2.0
|
|
|
5.1
|
|
|
(3.1
|
)
|
|
(60.8
|
)
|
|||
|
Net loss
|
$
|
(1.4
|
)
|
|
$
|
(3.4
|
)
|
|
$
|
2.0
|
|
|
(58.8
|
)%
|
|
|
Three Months Ended
|
|||||||||||||
|
|
April 3, 2011
|
|
April 4, 2010
|
|
$ Change
|
|
% Change
|
|||||||
|
Revenues:
|
|
|
|
|
|
|
|
|
||||||
|
Sales
|
$
|
756.5
|
|
|
$
|
748.2
|
|
|
$
|
8.3
|
|
|
1.1
|
%
|
|
Franchise revenues
|
91.3
|
|
|
89.2
|
|
|
2.1
|
|
|
2.4
|
|
|||
|
|
847.8
|
|
|
837.4
|
|
|
10.4
|
|
|
1.2
|
|
|||
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Cost of sales
|
659.8
|
|
|
641.4
|
|
|
18.4
|
|
|
2.9
|
|
|||
|
General and administrative
|
100.3
|
|
|
108.8
|
|
|
(8.5
|
)
|
|
(7.8
|
)
|
|||
|
Depreciation and amortization
|
42.6
|
|
|
45.9
|
|
|
(3.3
|
)
|
|
(7.2
|
)
|
|||
|
Impairment of long-lived assets
|
9.6
|
|
|
11.6
|
|
|
(2.0
|
)
|
|
(17.2
|
)
|
|||
|
Other operating expense, net
|
1.0
|
|
|
1.5
|
|
|
(0.5
|
)
|
|
(33.3
|
)
|
|||
|
|
813.3
|
|
|
809.2
|
|
|
4.1
|
|
|
0.5
|
|
|||
|
Operating profit
|
34.5
|
|
|
28.2
|
|
|
6.3
|
|
|
22.3
|
|
|||
|
Interest expense
|
(34.1
|
)
|
|
(35.9
|
)
|
|
1.8
|
|
|
(5.0
|
)
|
|||
|
Other income, net
|
0.3
|
|
|
0.5
|
|
|
(0.2
|
)
|
|
(40.0
|
)
|
|||
|
Income (loss) before income taxes
|
0.7
|
|
|
(7.2
|
)
|
|
7.9
|
|
|
n/m
|
||||
|
Benefit from income taxes
|
0.3
|
|
|
4.6
|
|
|
(4.3
|
)
|
|
(93.5
|
)%
|
|||
|
Net income (loss)
|
$
|
1.0
|
|
|
$
|
(2.6
|
)
|
|
$
|
3.6
|
|
|
n/m
|
|
|
|
First Quarter
2011 |
|
|
|
|
First Quarter
2010 |
|
|
|
||||
|
Sales:
|
|
|
|
|
|
|
|
|
|
||||
|
Wendy’s
|
$
|
490.4
|
|
|
|
|
|
$
|
489.0
|
|
|
|
|
|
Arby’s
|
247.2
|
|
|
|
|
|
235.5
|
|
|
|
|
||
|
Bakery and kids’ meal promotion items sold
to franchisees (a) |
18.9
|
|
|
|
|
|
23.7
|
|
|
|
|
||
|
Total sales
|
$
|
756.5
|
|
|
|
|
|
$
|
748.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Cost of sales:
|
|
|
% of
Sales |
|
|
|
|
% of
Sales |
|
||||
|
Wendy’s
|
|
|
|
|
|
|
|
|
|
||||
|
Food and paper
|
$
|
157.3
|
|
|
32.1%
|
|
|
$
|
152.4
|
|
|
31.2%
|
|
|
Restaurant labor
|
151.1
|
|
|
30.8%
|
|
|
148.5
|
|
|
30.3%
|
|
||
|
Occupancy, advertising and other operating costs
|
116.2
|
|
|
23.7%
|
|
|
113.0
|
|
|
23.1%
|
|
||
|
Total Wendy’s cost of sales
|
424.6
|
|
|
86.6%
|
|
|
413.9
|
|
|
84.6%
|
|
||
|
Arby’s
|
|
|
|
|
|
|
|
|
|
||||
|
Food and paper
|
74.2
|
|
|
30.0%
|
|
|
62.6
|
|
|
26.6%
|
|
||
|
Restaurant labor
|
81.7
|
|
|
33.1%
|
|
|
80.3
|
|
|
34.1%
|
|
||
|
Occupancy, advertising and other operating costs
|
65.0
|
|
|
26.3%
|
|
|
67.2
|
|
|
28.5%
|
|
||
|
Total Arby’s cost of sales
|
220.9
|
|
|
89.4%
|
|
|
210.1
|
|
|
89.2%
|
|
||
|
Bakery and kids’ meal promotion items sold
to franchisees |
14.3
|
|
|
n/m
|
|
|
17.4
|
|
|
n/m
|
|
||
|
Total cost of sales
|
$
|
659.8
|
|
|
87.2%
|
|
|
$
|
641.4
|
|
|
85.7%
|
|
|
|
|
First Quarter
2011 |
|
First Quarter
2010 |
||||
|
Margin $:
|
|
|
|
|
||||
|
Wendy’s
|
|
$
|
65.8
|
|
|
$
|
75.1
|
|
|
Arby’s
|
|
26.3
|
|
|
25.4
|
|
||
|
Bakery and kids’ meal promotion items sold to franchisees
|
|
4.6
|
|
|
6.3
|
|
||
|
Total margin
|
|
$
|
96.7
|
|
|
$
|
106.8
|
|
|
|
|
|
|
|
||||
|
Restaurant margin %:
|
|
|
|
|
||||
|
Wendy’s
|
|
13.4
|
%
|
|
15.4
|
%
|
||
|
Arby’s
|
|
10.6
|
%
|
|
10.8
|
%
|
||
|
Total restaurant margin %
|
|
12.5
|
%
|
|
13.9
|
%
|
||
|
|
|
|
|
|
||||
|
Franchise revenues:
|
|
|
|
|
||||
|
Wendy’s
|
|
$
|
73.2
|
|
|
$
|
72.0
|
|
|
Arby’s
|
|
18.1
|
|
|
17.2
|
|
||
|
Total franchise revenues
|
|
$
|
91.3
|
|
|
$
|
89.2
|
|
|
|
|
|
|
|
||||
|
Depreciation and amortization:
|
|
|
|
|
||||
|
Wendy’s
|
|
$
|
27.3
|
|
|
$
|
28.8
|
|
|
Arby’s
|
|
12.8
|
|
|
13.9
|
|
||
|
Shared services center
|
|
2.5
|
|
|
3.2
|
|
||
|
Total depreciation and amortization Wendy’s/Arby’s Restaurants
|
|
42.6
|
|
|
45.9
|
|
||
|
Corporate
|
|
0.5
|
|
|
0.4
|
|
||
|
Total depreciation and amortization Wendy’s/Arby’s
|
|
$
|
43.1
|
|
|
$
|
46.3
|
|
|
|
|
|
|
|
||||
|
Impairment of long-lived assets:
|
|
|
|
|
||||
|
Wendy’s
|
|
$
|
7.9
|
|
|
$
|
—
|
|
|
Arby’s
|
|
1.7
|
|
|
11.6
|
|
||
|
Total impairment of long-lived assets
|
|
$
|
9.6
|
|
|
$
|
11.6
|
|
|
|
|
|
|
|
||||
|
Other operating expense, net:
|
|
|
|
|
||||
|
Wendy’s
|
|
$
|
0.8
|
|
|
$
|
1.2
|
|
|
Arby’s
|
|
0.2
|
|
|
0.3
|
|
||
|
Total other operating expense, net Wendy’s/Arby’s Restaurants
|
|
1.0
|
|
|
1.5
|
|
||
|
Corporate
|
|
0.1
|
|
|
(0.2
|
)
|
||
|
Total other operating expense, net Wendy’s/Arby’s
|
|
$
|
1.1
|
|
|
$
|
1.3
|
|
|
|
|
First Quarter
2011
|
|
First Quarter
2010
|
||||
|
Operating profit (loss), net:
|
|
|
|
|
||||
|
Wendy’s (b)
|
|
$
|
43.7
|
|
|
$
|
52.4
|
|
|
Arby’s
|
|
(5.3
|
)
|
|
(21.0
|
)
|
||
|
Shared services center
|
|
(3.9
|
)
|
|
(3.2
|
)
|
||
|
Total operating profit, net Wendy’s/Arby’s Restaurants
|
34.5
|
|
|
28.2
|
|
|||
|
Corporate
|
|
(3.9
|
)
|
|
(1.9
|
)
|
||
|
Total operating profit, net Wendy’s/Arby’s
|
|
$
|
30.6
|
|
|
$
|
26.3
|
|
|
|
|
|
|
|
||||
|
(a) During the first quarter of 2011, QSCC began managing the operations for kids’ meal promotion items
sold to franchisees. Sales of kids’ meal promotion items recorded during the first quarter of 2011 were from inventory on hand prior to QSCC’s management of the process. |
||||||||
|
(b) Wendy’s “Operating profit” includes the margin dollars for the bakery and kids’ meal promotion items
sold to franchisees.
|
||||||||
|
Restaurant statistics:
|
|
|
|
|
|
|||
|
Wendy’s same-store sales:
|
|
|
First Quarter
2011
|
|
First Quarter
2010
|
|||
|
North America company-owned restaurants
|
|
|
(0.9
|
)%
|
|
0.2%
|
||
|
North America franchised restaurants
|
|
|
0.3
|
%
|
|
1.0%
|
||
|
North America systemwide
|
|
|
0.0
|
%
|
|
0.8%
|
||
|
|
|
|
|
|
|
|||
|
Arby’s same-store sales:
|
|
|
|
|
|
|||
|
North America company-owned restaurants
|
|
|
6.8
|
%
|
|
(11.6)%
|
||
|
North America franchised restaurants
|
|
|
4.8
|
%
|
|
(11.4)%
|
||
|
North America systemwide
|
|
|
5.5
|
%
|
|
(11.5)%
|
||
|
|
|
|
|
|
|
|||
|
Restaurant count:
|
Company-owned
|
|
Franchised
|
|
Systemwide
|
|||
|
Wendy’s restaurant count:
|
|
|
|
|
|
|||
|
Restaurant count at January 2, 2011
|
1,394
|
|
|
5,182
|
|
|
6,576
|
|
|
Opened
|
1
|
|
|
9
|
|
|
10
|
|
|
Closed
|
(4
|
)
|
|
(17
|
)
|
|
(21
|
)
|
|
Net purchased from (sold by) franchisees
|
4
|
|
|
(4
|
)
|
|
—
|
|
|
Restaurant count at April 3, 2011
|
1,395
|
|
|
5,170
|
|
|
6,565
|
|
|
Arby’s restaurant count:
|
|
|
|
|
|
|||
|
Restaurant count at January 2, 2011
|
1,144
|
|
|
2,505
|
|
|
3,649
|
|
|
Opened
|
—
|
|
|
8
|
|
|
8
|
|
|
Closed
|
(5
|
)
|
|
(21
|
)
|
|
(26
|
)
|
|
Restaurant count at April 3, 2011
|
1,139
|
|
|
2,492
|
|
|
3,631
|
|
|
Total restaurant count at April 3, 2011
|
2,534
|
|
|
7,662
|
|
|
10,196
|
|
|
Sales
|
|
||
|
|
Change
|
||
|
Wendy’s
|
$
|
1.4
|
|
|
Arby’s
|
11.7
|
|
|
|
Bakery and kids’ meal promotion items sold to franchisees
|
(4.8
|
)
|
|
|
|
$
|
8.3
|
|
|
Franchise Revenues
|
|
||
|
|
Change
|
||
|
Wendy’s
|
$
|
1.2
|
|
|
Arby’s
|
0.9
|
|
|
|
|
$
|
2.1
|
|
|
Cost of Sales
|
|
|
|
Change
|
|
Wendy’s
|
2.0%
|
|
Arby’s
|
0.2%
|
|
Consolidated
|
1.5%
|
|
General and Administrative
|
|
|
|
|
|||||||
|
|
Change
|
||||||||||
|
|
Wendy’s/Arby’s Restaurants
|
|
Corporate
|
|
Wendy’s/Arby’s
|
||||||
|
SSG co-op funding
|
$
|
(7.2
|
)
|
|
$
|
—
|
|
|
$
|
(7.2
|
)
|
|
Wendy’s integration
|
(2.9
|
)
|
|
—
|
|
|
(2.9
|
)
|
|||
|
Arby’s strategic alternatives cost
|
1.3
|
|
|
1.1
|
|
|
2.4
|
|
|||
|
Professional fees
|
1.0
|
|
|
0.5
|
|
|
1.5
|
|
|||
|
Other, net
|
(0.7
|
)
|
|
—
|
|
|
(0.7
|
)
|
|||
|
|
$
|
(8.5
|
)
|
|
$
|
1.6
|
|
|
$
|
(6.9
|
)
|
|
Depreciation and Amortization
|
|
||
|
|
Change
|
||
|
Wendy’s restaurants, primarily properties
|
$
|
(1.5
|
)
|
|
Arby’s restaurants, primarily properties
|
(1.1
|
)
|
|
|
Shared services center assets
|
(0.7
|
)
|
|
|
Total Wendy’s/Arby’s Restaurants
|
(3.3
|
)
|
|
|
Corporate
|
0.1
|
|
|
|
Total Wendy’s/Arby’s
|
$
|
(3.2
|
)
|
|
Impairment of Long-Lived Assets
|
|
||
|
|
Change
|
||
|
Wendy’s restaurants, primarily properties at
underperforming locations
|
$
|
7.9
|
|
|
Arby’s restaurants, primarily properties at
underperforming locations
|
(9.9
|
)
|
|
|
|
$
|
(2.0
|
)
|
|
Interest Expense
|
|
||
|
|
Change
|
||
|
Wendy’s debt
|
$
|
(3.8
|
)
|
|
Wendy’s/Arby’s Restaurants term loan
|
1.9
|
|
|
|
Other
|
0.1
|
|
|
|
Total Wendy’s/Arby’s Restaurants
|
(1.8
|
)
|
|
|
Other
|
(0.2
|
)
|
|
|
Total Wendy’s/Arby’s
|
$
|
(2.0
|
)
|
|
Benefit from Income Taxes
|
|
||||||
|
|
Change
|
||||||
|
|
Wendy’s/Arby’s Restaurants
|
|
Wendy’s/Arby’s
|
||||
|
Federal and state benefit on variance in income (loss)
before income taxes
|
$
|
(2.9
|
)
|
|
$
|
(1.7
|
)
|
|
Valuation allowance reduction
|
(2.5
|
)
|
|
(2.5
|
)
|
||
|
Other
|
1.1
|
|
|
1.1
|
|
||
|
|
$
|
(4.3
|
)
|
|
$
|
(3.1
|
)
|
|
•
|
a $17.2 million increase in cash provided by accounts payable resulting from first quarter 2011 cash inflows of $4.2 million compared to $13.0 million in cash outflows which reduced accounts payable in the same period last year. This change was primarily due to the net impact of the following: (1) an increase in amounts payable for marketing costs in the first quarter of 2011 versus the first quarter of 2010 primarily related to the timing of receipt and payment of vendor invoices, (2) an increase in food purchases at both Wendy’s and Arby’s in the first quarter of 2011 primarily due to an increase in commodity costs combined with an increase in Arby’s sales in the first quarter of 2011 as compared to the first quarter of 2010, and (3) a decrease in amounts payable for Wendy’s kids’ meal promotion items as the management of the operations for kids’ meal promotion items sold to franchisees was transferred to QSCC in the first quarter of 2011;
|
|
•
|
a $9.2 million reduction in payments for accrued expenses and other current liabilities. This decrease was primarily due to decreases in (1) payments to QSCC which were accrued for in 2009 and (2) amounts paid under incentive compensation plans,
|
|
•
|
a $5.1 million increase in payments for other current assets including a $3.4 million increase in prepaid expenses and other current assets and a $1.7 million increase in inventories. These increases in cash outflows were primarily due to (1) the timing of certain prepaid expenses in the first quarter of 2011 as compared to the first quarter of 2010, (2) an increase in prepaid maintenance contracts and property taxes in the first quarter of 2011 as compared to the same period of 2010, and (3) a decrease in Arby’s food inventory in the first quarter of 2010 without a similar reduction in the first quarter of 2011.
|
|
•
|
a $15.6 million increase in cash provided by accounts payable resulting from first quarter 2011 cash inflows of $3.6 million compared to $12.0 million in cash outflows which reduced accounts payable in the same period last year. This change was primarily due to the net impact of the following: (1) an increase in amounts payable for marketing costs in the first quarter of 2011 versus the first quarter of 2010 primarily related to the timing of receipt and payment of vendor invoices, (2) an increase in food purchases at both Wendy’s and Arby’s in the first quarter of 2011 primarily due to an increase in commodity costs combined with an increase in Arby’s sales in the first quarter of 2011 as compared to the first quarter of 2010, and (3) a decrease in amounts payable for Wendy’s kids’ meal promotion items as the management of the operations for kids’ meal promotion items sold to franchisees was transferred to QSCC in the first quarter of 2011;
|
|
•
|
a $6.0 million reduction in payments for accrued expenses and other current liabilities. This decrease was primarily due to decreases in (1) payments to QSCC which were accrued for in 2009 and (2) amounts paid under incentive compensation plans,
|
|
•
|
$13.1 million in cash outflows related to tax payments made under a tax sharing agreement with Wendy’s/Arby’s net of amounts accrued under this tax sharing agreement. No similar payments or accruals were made under this tax sharing agreement in the first quarter of 2010;
|
|
•
|
a $4.9 million increase in payments for other current assets including a $3.2 million increase in prepaid expenses and other current assets and a $1.7 million increase in inventories. These increases in cash outflows were primarily due to (1) the timing of certain prepaid expenses in the first quarter of 2011 as compared to the first quarter of 2010, (2) an increase in prepaid maintenance contracts and property taxes in the first quarter of 2011 as compared to the same period of 2010, and (3) a decrease in Arby’s food inventory in the first quarter of 2010 without a similar reduction in the first quarter of 2011.
|
|
•
|
Repayments of long-term debt of
$29.8 million
, including an excess cash flow prepayment of $24.9 million as defined in the Wendy’s/Arby’s Restaurants term loan;
|
|
•
|
Cash capital expenditures totaling
$28.6 million
, which included $6.9 million for the remodeling of restaurants, $3.6 million for the construction of new restaurants, and $18.1 million for various capital projects; and
|
|
•
|
Dividend payments of $
8.4 million
.
|
|
•
|
Cash capital expenditures of approximately $145 million, which would result in total cash capital expenditures for the year of approximately $174 million;
|
|
•
|
Scheduled debt principal repayments aggregating $8.4 million;
|
|
•
|
Any potential business acquisitions or dispositions;
|
|
•
|
The costs of any potential financing activities;
|
|
•
|
Quarterly cash dividends aggregating up to approximately $25.1 million as discussed below in “Dividends”;
|
|
•
|
Potential repurchases of common stock of up to approximately $250 million under the currently authorized stock buyback program; and
|
|
•
|
Potential intercompany dividends and fees.
|
|
•
|
uncertainty regarding the outcome of the Companies’ exploration of strategic alternatives for the Arby’s brand and its impact on the Companies’ businesses;
|
|
•
|
competition, including pricing pressures, aggressive marketing and the potential impact of competitors’ new unit openings on sales of Wendy’s and Arby’s restaurants;
|
|
•
|
consumers’ perceptions of the relative quality, variety, affordability and value of the food products we offer;
|
|
•
|
food safety events, including instances of food-borne illness (such as salmonella or E. coli) involving Wendy’s or Arby’s or their respective supply chains;
|
|
•
|
consumer concerns over nutritional aspects of beef, poultry, French fries or other products we sell, or concerns regarding the effects of disease outbreaks such as “mad cow disease” and avian influenza or “bird flu”;
|
|
•
|
success of operating and marketing initiatives, including advertising and promotional efforts and new product and concept development by us and our competitors;
|
|
•
|
the impact of general economic conditions and high unemployment rates on consumer spending, particularly in geographic regions that contain a high concentration of Wendy’s or Arby’s restaurants;
|
|
•
|
changes in consumer tastes and preferences, and in discretionary consumer spending;
|
|
•
|
changes in spending patterns and demographic trends, such as the extent to which consumers eat meals away from home;
|
|
•
|
certain factors affecting our franchisees, including the business and financial viability of franchisees, with a significant number of Arby’s franchisees having experienced a prolonged period of declining sales and profitability, the timely payment of such franchisees' obligations due to us or to national or local advertising organizations, and the ability of our franchisees to open new restaurants in accordance with their development commitments, including their ability to finance restaurant development and remodels;
|
|
•
|
changes in commodity costs (including beef and chicken), labor, supply, fuel, utilities, distribution and other operating costs;
|
|
•
|
availability, location and terms of sites for restaurant development by us and our franchisees;
|
|
•
|
development costs, including real estate and construction costs;
|
|
•
|
delays in opening new restaurants or completing remodels of existing restaurants;
|
|
•
|
the timing and impact of acquisitions and dispositions of restaurants;
|
|
•
|
our ability to successfully integrate acquired restaurant operations;
|
|
•
|
anticipated or unanticipated restaurant closures by us and our franchisees;
|
|
•
|
our ability to identify, attract and retain potential franchisees with sufficient experience and financial resources to develop and operate Wendy’s and Arby’s restaurants successfully;
|
|
•
|
availability of qualified restaurant personnel to us and to our franchisees, and the ability to retain such personnel;
|
|
•
|
our ability, if necessary, to secure alternative distribution of supplies of food, equipment and other products to Wendy’s and Arby’s restaurants at competitive rates and in adequate amounts, and the potential financial impact of any interruptions in such distribution;
|
|
•
|
availability and cost of insurance;
|
|
•
|
adverse weather conditions;
|
|
•
|
availability, terms (including changes in interest rates) and deployment of capital;
|
|
•
|
changes in, and our ability to comply with, legal, regulatory or similar requirements, including franchising laws, accounting standards, payment card industry rules, overtime rules, minimum wage rates, wage and hour laws, government-mandated health care benefits, tax legislation and menu-board labeling requirements;
|
|
•
|
the costs, uncertainties and other effects of legal, environmental and administrative proceedings;
|
|
•
|
the effects of charges for impairment of goodwill or for the impairment of other long-lived assets due to deteriorating operating results;
|
|
•
|
the effects of war or terrorist activities; and
|
|
•
|
other risks and uncertainties affecting us and our subsidiaries referred to in our Annual Report on Form 10-K for the fiscal year ended January 2, 2011 (see especially “Item 1A. Risk Factors” and “Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations”) and in our other current and periodic filings with the Securities and Exchange Commission.
|
|
Period
|
Total Number of Shares Purchased
|
Average
Price Paid
per Share
|
Total Number of
Shares Purchased
as Part of
Publicly Announced
Plan
|
Approximate Dollar
Value of Shares
that May Yet Be
Purchased Under
the Plan (1)
|
|
January 3, 2011
through
February 6, 2011
|
—
|
—
|
—
|
$249,517,373
|
|
February 7, 2011
through
March 6, 2011
|
—
|
—
|
—
|
$249,517,373
|
|
March 7, 2011
through
April 3, 2011
|
—
|
—
|
—
|
$249,517,373
|
|
Total
|
—
|
—
|
—
|
$249,517,373
|
|
EXHIBIT NO.
|
DESCRIPTION
|
|
|
|
|
2.1
|
Agreement and Plan of Merger, dated as of April 23, 2008, by and among Triarc Companies, Inc., Green Merger Sub Inc. and Wendy’s International, Inc., incorporated herein by reference to Exhibit 2.1 to Triarc’s Current Report on Form 8-K dated April 29, 2008 (SEC file no. 001-02207).
|
|
2.2
|
Side Letter Agreement, dated August 14, 2008, by and among Triarc Companies, Inc., Green Merger Sub, Inc. and Wendy’s International, Inc., incorporated herein by reference to Exhibit 2.3 to Triarc’s Registration Statement on Form S-4, Amendment No.3, filed on August 15, 2008 (Reg. no. 333-151336).
|
|
2.3
|
Agreement and Plan of Merger, dated as of December 17, 2007, by and among Deerfield Triarc Capital Corp., DFR Merger Company, LLC, Deerfield & Company LLC and, solely for the purposes set forth therein, Triarc Companies, Inc. (in such capacity, the Sellers’ Representative), incorporated herein by reference to Exhibit 2.1 to Triarc’s Current Report on Form 8-K dated December 21, 2007 (SEC file No. 001-02207).
|
|
3.1
|
Amended and Restated Certificate of Incorporation of Wendy’s/Arby’s Group, Inc., as filed with the Secretary of State of the State of Delaware on May 28, 2009, incorporated herein by reference to Exhibit 3.1 to Wendy’s/Arby’s Group’s Current Report on Form 8-K dated June 1, 2009 (SEC file no. 001-02207).
|
|
3.2
|
Amended and Restated By-Laws of Wendy’s/Arby’s Group, Inc., as amended and restated as of May 28, 2009, incorporated herein by reference to Exhibit 3.2 to Wendy’s/Arby’s Group’s Current Report on Form 8-K dated June 1, 2009 (SEC file no. 001-02207).
|
|
3.3
|
Certificate of Formation of Wendy’s/Arby’s Restaurants, LLC, as amended to date, incorporated by reference to Exhibit 3.1 to Wendy’s/Arby’s Restaurants’ Registration Statement on Form S-4 filed on August 28, 2009 (Reg. No. 333-161613). (Wendy’s/Arby’s Restaurants only.)
|
|
3.4
|
Third Amended and Restated Limited Liability Company Operating Agreement of Wendy’s/Arby’s Restaurants, LLC, incorporated by reference to Exhibit 3.2 to Wendy’s/Arby’s Restaurants’ Registration Statement on Form S-4 filed on August 28, 2009 (Reg. no. 333-161613). (Wendy’s/Arby’s Restaurants only.)
|
|
10.1
|
|
|
10.2
|
|
|
10.3
|
|
|
10.4
|
|
|
10.5
|
|
|
31.1
|
|
|
31.2
|
|
|
31.3
|
|
|
31.4
|
|
|
32.1
|
|
|
101.INS
|
XBRL Instance Document**
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document**
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document**
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document**
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document**
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document**
|
|
*
|
Filed herewith
|
|
**
|
In accordance with Regulation S-T, the XBRL-related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall be deemed to be “furnished” and not “filed.”
|
|
|
WENDY’S/ARBY’S GROUP, INC.
(Registrant)
|
|
Date: May 10, 2011
|
By:
/s/Stephen E. Hare
|
|
|
Stephen E. Hare
|
|
|
Senior Vice President and
|
|
|
Chief Financial Officer
|
|
|
(On behalf of the Company)
|
|
|
|
|
Date: May 10, 2011
|
By:
/s/Steven B. Graham
|
|
|
Steven B. Graham
|
|
|
Senior Vice President and
|
|
|
Chief Accounting Officer
|
|
|
(Principal Accounting Officer)
|
|
|
WENDY’S/ARBY’S RESTAURANTS, LLC
(Registrant)
|
|
Date: May 10, 2011
|
By:
/s/Stephen E. Hare
|
|
|
Stephen E. Hare
|
|
|
Senior Vice President and
|
|
|
Chief Financial Officer
|
|
|
(On behalf of the Company)
|
|
|
|
|
Date: May 10, 2011
|
By:
/s/Steven B. Graham
|
|
|
Steven B. Graham
|
|
|
Senior Vice President and
|
|
|
Chief Accounting Officer
|
|
|
(Principal Accounting Officer)
|
|
EXHIBIT NO.
|
DESCRIPTION
|
|
|
|
|
2.1
|
Agreement and Plan of Merger, dated as of April 23, 2008, by and among Triarc Companies, Inc., Green Merger Sub Inc. and Wendy’s International, Inc., incorporated herein by reference to Exhibit 2.1 to Triarc’s Current Report on Form 8-K dated April 29, 2008 (SEC file no. 001-02207).
|
|
2.2
|
Side Letter Agreement, dated August 14, 2008, by and among Triarc Companies, Inc., Green Merger Sub, Inc. and Wendy’s International, Inc., incorporated herein by reference to Exhibit 2.3 to Triarc’s Registration Statement on Form S-4, Amendment No.3, filed on August 15, 2008 (Reg. no. 333-151336).
|
|
2.3
|
Agreement and Plan of Merger, dated as of December 17, 2007, by and among Deerfield Triarc Capital Corp., DFR Merger Company, LLC, Deerfield & Company LLC and, solely for the purposes set forth therein, Triarc Companies, Inc. (in such capacity, the Sellers’ Representative), incorporated herein by reference to Exhibit 2.1 to Triarc’s Current Report on Form 8-K dated December 21, 2007 (SEC file No. 001-02207).
|
|
3.1
|
Amended and Restated Certificate of Incorporation of Wendy’s/Arby’s Group, Inc., as filed with the Secretary of State of the State of Delaware on May 28, 2009, incorporated herein by reference to Exhibit 3.1 to Wendy’s/Arby’s Group’s Current Report on Form 8-K dated June 1, 2009 (SEC file no. 001-02207).
|
|
3.2
|
Amended and Restated By-Laws of Wendy’s/Arby’s Group, Inc., as amended and restated as of May 28, 2009, incorporated herein by reference to Exhibit 3.2 to Wendy’s/Arby’s Group’s Current Report on Form 8-K dated June 1, 2009 (SEC file no. 001-02207).
|
|
3.3
|
Certificate of Formation of Wendy’s/Arby’s Restaurants, LLC, as amended to date, incorporated by reference to Exhibit 3.1 to Wendy’s/Arby’s Restaurants’ Registration Statement on Form S-4 filed on August 28, 2009 (Reg. No. 333-161613). (Wendy’s/Arby’s Restaurants only.)
|
|
3.4
|
Third Amended and Restated Limited Liability Company Operating Agreement of Wendy’s/Arby’s Restaurants, LLC, incorporated by reference to Exhibit 3.2 to Wendy’s/Arby’s Restaurants’ Registration Statement on Form S-4 filed on August 28, 2009 (Reg. no. 333-161613). (Wendy’s/Arby’s Restaurants only.)
|
|
10.1
|
|
|
10.2
|
|
|
10.3
|
|
|
10.4
|
|
|
10.5
|
|
|
31.1
|
|
|
31.2
|
|
|
31.3
|
|
|
31.4
|
|
|
32.1
|
|
|
101.INS
|
XBRL Instance Document**
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document**
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document**
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document**
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document**
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document**
|
|
*
|
Filed herewith
|
|
**
|
In accordance with Regulation S-T, the XBRL-related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall be deemed to be “furnished” and not “filed.”
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|